/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/160504.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, May 4, 2016, Vol. 20, No. 125 Headlines ADC HEALTH CARE: Appointment of Patient Care Ombudsman Waived AF-SOUTHEAST, LLC: Pursues Sale Process Without Stalking Horse AIX ENERGY: June 8 Auction for Assets AIX ENERGY: LegacyTexas Wants Ch. 11 Case Converted ALLWAYS EAST: Voluntary Chapter 11 Case Summary AMERICAN AIRLINE: Court OK's Bid to Enforce Injunction vs. Meadows AUTHENTIDATE HOLDING: Announces AEON's Audited Results for 2015 BATE LAND & TIMBER: Court Denies Bid to Put Plan Order on Hold BG MEDICINE: Amends 2015 Annual Report to Add Part III BHAVDARSHAN INC: Voluntary Chapter 11 Case Summary BUFFETS LLC: Has Until May 20 to File Schedules of Assets and Debt CAESARS ENTERTAINMENT: Fee Monitor Reviewing Rate Increases CARRICK TRUCKING: Trustee Obtains Partial Win in 4 Clawback Suits COCRYSTAL PHARMA: Files Amended 2015 Annual Report COLOR LANDSCAPES: Case Summary & 20 Unsecured Creditors DANIEL BRUCE CARPENTER: Objection to IUD's Claim Overruled DEBRA MARIE GUAJARDO: IRS Has Priority to Sale Proceeds DEVONSHIRE PGA: ELP's Bid for Summary Judgment Denied DEX MEDIA: Enters Into RSA, Commences Pre-Pack Plan Solicitation DJ SIMMONS: Hires Dimmick as Real Estate Broker ECI HOLDINGS: Case Summary & 8 Unsecured Creditors ELTON H. DARBY JR: Has 1/6 Interest in Property, Seeks Sale EMERALD ISLE: NDUC Seeks Dismissal of Ch. 11 Case EMERALD OIL: Hires BDO USA as Accountant and Auditor ENERGY & EXPLORATION: Lease Decision Date Extended to July 5 ENERGY & EXPLORATION: Schedules $223M in Assets, $1.19B in Debt ENERGY CONVERSION: Court Narrows Trustee's Claims v. Morelli ENERGY FUTURE: Marathon's Suit vs. Wilmington Dismissed FAIRWAY GROUP: Case Summary & 40 Largest Unsecured Creditors FAIRWAY GROUP: Files Chapter 11 to Facilitate Restructuring FAIRWAY GROUP: Files for Ch. 11 Bankruptcy with Prepackaged Plan FLOUR CITY BAGELS: Hires Kittel Branagan as Tax Consultant FOUR WELLS: Dismissal of Jointly Administered Ch. 11 Cases Affirmed FREDDIE MAC: Blames 1st Quarter Loss on Derivatives Accounting FRESH & EASY: Selling FFE Assets in Store 1240 for $17,500 FUSION TELECOMMUNICATIONS: Amends 2015 Annual Report GEO V. HAMILTON: Seeks Dec. 31 Extension of Lease Decision Deadline GYMBOREE CORP: Bank Debt Trades at 25% Off HARLEQUINS WEB: Hires Reganyan as General Bankruptcy Counsel HEBREW HOSPITAL: Hires Foreman Law as Conflicts Counsel HEBREW HOSPITAL: Hires Prime Clerk as Claims & Noticing Agent HEC FEEDYARD: Pushes Back Auction for Texas Facilities HNO GREEN: Deadline to Confirm Plan Extended to June 30 HNRC DISSOLUTION: Terry Giese Suit vs. Community Tax Dismissed HUFFMAN CONSTRUCTION: Case Summary & 10 Unsecured Creditors HUTCHESON MEDICAL: Trustee Can Access Properties After Sale Closing IHEARTMEDIA INC: In Mediation with Lenders INDICON INC: 2nd Cir. Affirms Dismissal of Vanguard's Claims J. CREW: Bank Debt Trades at 21% Off JOHN DAVIS TRUCKING: Lander Buying Equipment for $220,000 JOHN DAVIS TRUCKING: Selling 21 Scrap Vehicles for $15K JOHN DAVIS TRUCKING: Selling Office Furniture, Supplies for $1,500 JOHN DAVIS TRUCKING: Taps Ritchie Bros. to Sell Equipment JUNIPER GTL: Gets Court Approval to Hire Donlin as Noticing Agent KEVIN BOUTIN: 2013 BMW 650i Not Property of Estate, Sale Denied KINGWOOD FOOD: Case Summary & Unsecured Creditor KNH AVIATION: Partial Bid to Junk Suit vs. M. Hill, et al., Denied LAKE TAHOE: Ch. 11 Case Must Be Dismissed, Sorm Insists LGA&M MANAGEMENT: U.S. Trustee Unable to Appoint Committee LOUISIANA PELLETS: Hires Headwaters and Saltbox as Consultants MALLINCKRODT GROUP: Bank Debt Trades at 3% Off MODERN SHOE: Case Summary & 18 Largest Unsecured Creditors MOTORS LIQUIDATION: Chenaults' State Court Suit Violates Stay MUSCLEPHARM CORP: Amends 2015 Annual Report NEIMAN MARCUS: Bank Debt Trades at 5% Off NEPHROGENEX INC: Meeting to Form Creditors' Panel Set for May 12 NEWBURY COMMON: Stay Must be Lifted, U.S. Bank Insists NEWBURY COMMON: U.S. Bank Opposes Bid to Hire Real Estate Brokers NORFE GROUP: Asks Court to Junk PRAPI's Lift Stay Motion NORFE GROUP: Court Allows Use of Estate Property NORTEL NETWORKS: U.S. Challenge Shut Down by Canadian Court OUTER HARBOR: Insists Gibson Dunn Has Expertise in NLRB Action PACIFIC EXPLORATION: PwC Named as CCAA Monitor PALADIN ENERGY: Hires Munsch Hardt Kopf & Harr as Attorneys PASSAIC HEALTHCARE: $550K Sale of All Assets to MedStar Approved PBS FOODS: Lex. Ave.'s Bid for Relief from Rule 9019 Order Denied PENN VIRGINIA: Tells SEC Bankruptcy Filing "Highly Likely" PIONEER HEALTH: Judge Orders Administrative Consolidation of Cases PIONEER HEALTH: Trustmark Wants Automatic Stay Relief PIONEER HEALTH: Unit Gets Interim Approval to Use Cash Collateral PORTER BANCORP: Reports 1st Quarter 2016 Net Income of $1.4-Mil. PULTEGROUP INC: S&P Affirms 'BB+' CCR, Outlook Stable QUANTUM FUEL: Creditors' Panel Hires Liner as Counsel QUICKSILVER RESOURCES: Seeks to Extend Deadline to Remove Suits RAZA SERVICES: Court Lifts Automatic Stay for Texas Bank REPUBLIC AIRWAYS: Court OKs Delta Agreements, $75M DIP Financing REPUBLIC AIRWAYS: May Reject Aircraft Aerodynamics Lease RICHARD MERCER: Seeks to Sell Las Vegas Lot for $2 Million RONALD VAN DEN HEUVEL: Indicted Businessman Files for Bankruptcy RONNIE EMEL MUSIC: UST's Objection to McCallar Employment Overruled SERVICEMASTER CO: S&P Raises CCR to 'BB-', Outlook Stable SILICON ALLEY: Voluntary Chapter 11 Case Summary SIMPLY FASHION: Court OKs Deal With BP for Special Counsel Fees SPORTS AUTHORITY: Blakeley Represents Ad Hoc Consignor Committee ST. MICHAEL'S MEDICAL: Prime Healthcare Completes Acquisition STEPHEN HARRIS: Hearing on Bid Procedures Deferred to May 6 SUNEDISON INC: Sullivan & Cromwell Represents Terraform T.E. BERTAGNOLLI: Seeks to Sell Carson Property for $10,760 TRANSPORT EXPRESS: Case Summary & 12 Unsecured Creditors TRINITY TOWN: Gets Final Nod to Obtain $500,000 DIP Financing TRONOX INC: Bank Debt Trades at 5% Off TUSCAN HEIGHTS: Voluntary Chapter 11 Case Summary ULTIMATE ESCAPES: Court Dismisses Suit vs. Club Holdings ULTRA PETROLEUM: Incurs $21.8 Million Net Loss in First Quarter UPPER DECK INTERNATIONAL: Seeks Approval of Hasbro Settlement VALEANT PHARMACEUTICALS: Incurs $292 Million Net Loss in 2015 VALEANT PHARMACEUTICALS: Michael Pearson to Get $2M Annual Salary VALEANT PHARMACEUTICALS: Names Joseph Papa Chairman and CEO VESTIS RETAIL: Judge Orders Joint Administration of Cases VIKING CONSTRUCTORS: Case Summary & 12 Unsecured Creditors WARNER MUSIC: Approves New Director Compensation WARNER MUSIC: Elects Ynon Kreiz to Board of Directors WHITING PETROLEUM: Reports Q1 2016 Financial & Operating Results [*] Suit Accuses PACER of Milking Public for Access ********* ADC HEALTH CARE: Appointment of Patient Care Ombudsman Waived ------------------------------------------------------------- U.S. Bankruptcy Judge Brenda T. Rhoades has ordered that the appointment of a Patient Care Ombudsman in the Chapter 11 cases of ADC Health Care Services, Inc., is waived. ADC Health Care Services, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Tex. Case No. 16-40683) on Apr. 12, 2016. The petition was signed by Desmond Imoh as president. The Debtor disclosed estimated assets of between $0 to $50,000 and estimated liabilities of between $500,001 to $1 million. Eric A. Liepins P.C. serves as the Debtor's counsel. Hon. Brenda T. Rhoades presides over the case. AF-SOUTHEAST, LLC: Pursues Sale Process Without Stalking Horse -------------------------------------------------------------- AF-Southeast, LLC, et al., filed with the U.S. Bankruptcy Court for the District of Delaware on April 27, 2016, a motion seeking approval of bidding procedures to be used for the sale of their assets and related personal property. The Debtors have been engaged in a marketing process for the sale of certain of their assets as a going concern for approximately 18 months. Despite the Debtors' robust marketing process, to date, none of the interested potential bidders has come forward to serve as a stalking horse for the Sale process. So, in the interests of time, and in order to maintain maximum flexibility with respect to the Sale, the Debtors have opted not to engage in lengthy discussions and negotiations with prospective purchasers in an effort to select a stalking horse bid for the Purchased Assets. Rather, the Debtors are soliciting one or more Qualified Bids for the Purchased Assets without having provided any bid protections or other form of strategic advantage to any particular prospective bidder. It should also be noted that, as part of the Debtors' prepetition negotiations with the Pre-Petition Lender and the Junior Lien Lenders, and in conjunction with the Debtors' chapter 11 filings, the Debtors have retained the services of PMCM, LLC ("PMCM") to provide the Debtors with an independent CRO and certain Additional PMCM Personnel pursuant to the engagement letter executed on April 20, 2016, and designated Michael E. Jacoby as the Debtors' CRO, effective as of the Petition Date. PMCM will assist the Debtors and their other professionals with the marketing and Sale, which will include establishing, populating and maintaining a virtual data room ("VDR") for Sale due diligence, as well as preparing a mass marketing and call list for direct contact with parties in the Debtors' industry as well as potential financial buyers that are active in the Debtors' market space. Accordingly, the Debtors are seeking to offer for purchase substantially all of the Purchased Assets. The Debtors propose to sell the Purchased Assets to the highest or otherwise best bidder at Auction (the "Prevailing Bidder"). The Sale of the Purchased Assets is subject to a competitive Auction process that will assure that the maximum value for the Purchased Assets will be realized for the Debtors' estates and their creditors. Accordingly, the Debtors have filed a Motion seeking the approval of the Bidding Procedures and, following a subsequent hearing (i.e., the Sale Hearing), approval of the Sale of the Purchased Assets. Counsel for the Debtors: FOX ROTHSCHILD LLP L. John Bird 919 North Market Street, Suite 300 Wilmington, DE 19801-2323 Tel: (302) 654-7444 Fax: (302) 656-8920 E-mail: lbird@foxrothschild.com - and - Michael G. Menkowitz Joshua T. Klein Jason C. Manfrey 2000 Market Street, 20th Floor Philadelphia, PA 19103-3222 Tel: (215) 299-2000 Fax: (215) 299-2150 E-mail: mmenkowitz@foxrothschild.com jklein@foxrothschild.com jmanfrey@foxrothschild.com About AF-Southeast LLC AF-Southeast, LLC, Allied Fiber-Florida, LLC and Allied Fiber-Georgia, LLC are engaged in the business of designing, constructing and operating an open access, physical layer, network-neutral colocation and dark fiber network. Each of the Debtors filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case Nos. 16-11008, 16-11009 and 16-11010, respectively) on April 20, 2016, to pursue a sale of the assets. Judge Kevin Gross is assigned to the cases. The Debtors estimated assets in the range of $10 million to $50 million and liabilities of up to $50 million. As of the Petition Date, Debtors have first priority secured indebtedness due and owing to senior pre-petition lender Strome Mezzanine Fund IV, LP, in the approximate principal amount of approximately $51 million. Strome is providing the Debtors DIP financing in the amount of up to $4.47 million. Allied Fiber – Florida, LLC, is indebted to Phoenix Fund, LLC, and junior lien holders in the approximate amount of $51 million plus approximately $14 million in interest thereon. FOX Rothschild LLP serves as counsel. PMCM, LLC is the Debtors' chief restructuring officer provider. AIX ENERGY: June 8 Auction for Assets ------------------------------------- The Bankruptcy Court for the Northern District of Texas, Dallas Division, scheduled an auction for substantially all of AIX Energy, Inc.'s assets on June 8, 2016. As a condition for a bid to be a Qualifying Bid, the Chapter 11 Trustee may require Potential Bidders to submit an executed asset purchase agreement in a standard form which if required will be made public by no later than May 15, 2016. Potential Bidders are required to submit statements that they are financially capable of consummating the transactions contemplated along with written evidence in support thereof by May 24, 2016. The Bid Deadline for Qualifying Bids shall be changed from “April 13, 2016 to May 25th.” Qualifying Bids shall be opened and evaluated on May 26, 2015. The Trustee will file the assumption and assignment notice contemplated in Bid Procedures by June 6, 2016, rather than April 15, 2016. The Sale Hearing is changed to June 15, 2016, and closing of the sale transaction shall be changed from “in no event later than May 12, 2016" to “in no event later than July 15, 2016.” The bid procedures were modified after the appointment of a Chapter 11 Trustee. The Trustee proposed, among other things, that any objections to the sale contemplated in the Bid Procedures, Bid Procedures Order, and First Modification Order, shall be due on or before June 10, 2016 rather than by May 2nd. Creditor Energy Reserves Group LLC complained that although ERG recognizes that additional time is necessary to market these properties, the delay proposed by the Trustee for the Debtor is too drawn out, thus, the longer these cases drag on the higher the administrative fees and expenses will be. Chapter 11 Trustee is represented by: Jason R. Searcy, Esq. Joshua P. Searcy, Esq. Callan C. Searcy, Esq. SEARCY & SEARCY, P.C. PO Box 3929 Longview, Texas 75606 Telephone: (903) 757-3399 Facsimile: (903) 757-9559 Energy Reserves Group LLC is represented by: Leonard H. Simon, Esq. Pendergraft & Simon, LLP 2777 Allen Parkway, Suite 800 Houston, TX 77019 Telephone: (713) 528-8555 Facsimiles: (713) 868-1267 Email: lsimon@pendergraftsimon.com About AIX Energy AIX Energy, Inc., is an oil and gas exploration and production company. AIX's business includes drilling oil and gas wells and selling the petroleum products that result from such drilling activities. As such, AIX acquires and holds drilling and production rights over various tracts of land located in Louisiana through a number of oil, gas and mineral leases. AIX Energy sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-34245) on Oct. 22, 2015. The petition was signed by Robert A. Imel, president. The AIX case was originally assigned to Judge Barbara J. Houser, but was transferred to Judge Stacey G.C. Jernigan, who oversees the bankruptcy case of Antero Energy Partners. AIX tapped The Harvey Law Firm, P.C., as counsel when it filed for bankruptcy. The Debtor won approval to engage Orenstein Law Group, P.C. as special counsel. The Official Committee of Unsecured Creditors won approval to retain Michael S. Haynes and the firm Gardere Wynne Sewell LLP as counsel. * * * The Sec. 341(a) meeting of creditors was held Nov. 19, 2015, which was continued to Jan. 5, 2016. AIX on Feb. 12, 2016, filed a motion to extend by 90 days its exclusive period to propose a Chapter 11 plan by May 19, 2016, and its exclusive period to solicit acceptances of that that plan by Aug. 19, 2016. No order was entered. Instead, the Court on March 23 entered an order directing the appointment of a Chapter 11 trustee in AIX's case. On March 14, 2016, Judge Houser held a hearing on the motion for joint administration of the Chapter 11 cases of AIX and Antero. At the conclusion of the hearing, the Court determined not to order the joint administration of the cases and further determined to transfer the AIX case to Judge Jernigan. On March 18, 2016, the Official Committee of Unsecured Creditors and LegacyTexas Bank entered a stipulation extending the Investigation Period as defined in Final DIP the Order with respect to the Committee is extended through and including April 21, 2016. AIX ENERGY: LegacyTexas Wants Ch. 11 Case Converted --------------------------------------------------- LegacyTexas Bank asked the U.S. Bankruptcy Court to convert the Chapter 11 case of AIX Energy Inc. to a case under Chapter 7 of the Bankruptcy Code or appoint a Chapter 11 Trustee because the Debtor's estate are administratively insolvent and the Debtor is continuously incurring operating losses. On March 24, 2016, William T. Neary, United States Trustee, appointed Jason Searcy as Chapter 11 trustee, after winning approval from the U.S. Bankruptcy Court for the appointment of a Chapter 11 trustee. The United States Trustee selected Jason Searcy to serve as Trustee after consulting with Keith William Harvey, counsel for the Debtor; Franklin L. Broyles, counsel for Antero Energy Partners, LLC (Case No. 16-30308-SGJ-11); Leonard H. Simon, counsel for Energy Reserves Group, LLC; Eli O. Columbus, counsel for LegacyTexas Bank; Nathan Nichols, special litigation counsel to the Debtor; Michael S. Haynes, counsel to the Official Committee of Unsecured Creditors in this case; Stephen M. Pezanosky, counsel for NextEra Energy Gas Producing, LLC; and Brandon Jones for Dependable Pump & Supply.” LegacyTexas Bank is represented by: Eli O. Columbus, Esq. Matthew T. Ferris, Esq. Lloyd A. Lim, Esq. WINSTEAD PC 500 Winstead Building 2728 N. Harwood Street Dallas, Texas 75201 Telephone: (214) 745-5400 Facsimile: (214) 745-5390 Email: ecolumbus@winstead.com mferris@winstead.com llim@winstead.com William T. Neary, U.S. Trustee for Region 6 is represented by: Meredyth A. Kippes, Esq. Trial Attorney OFFICE OF THE UNITED STATES TRUSTEE 1100 Commerce Street, Room 976 Dallas, Texas 75242 Telephone: (214) 767-1079 Email: meredyth.a.kippes@usdoj.gov Chapter 11 Trustee is represented by: Jason R. Searcy, Esq. Joshua P. Searcy, Esq. Callan C. Searcy, Esq. SEARCY & SEARCY, P.C. PO Box 3929 Longview, Texas 75606 Telephone: (903) 757-3399 Facsimile: (903) 757-9559 Energy Reserves Group LLC is represented by: Leonard H. Simon, Esq. Pendergraft & Simon, LLP 2777 Allen Parkway, Suite 800 Houston, TX 77019 Telephone: (713) 528-8555 Facsimiles: (713) 868-1267 Email: lsimon@pendergraftsimon.com About AIX Energy AIX Energy, Inc., is an oil and gas exploration and production company. AIX's business includes drilling oil and gas wells and selling the petroleum products that result from such drilling activities. As such, AIX acquires and holds drilling and production rights over various tracts of land located in Louisiana through a number of oil, gas and mineral leases. AIX Energy sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-34245) on Oct. 22, 2015. The petition was signed by Robert A. Imel, president. The AIX case was originally assigned to Judge Barbara J. Houser, but was transferred to Judge Stacey G.C. Jernigan, who oversees the bankruptcy case of Antero Energy Partners. AIX tapped The Harvey Law Firm, P.C., as counsel when it filed for bankruptcy. The Debtor won approval to engage Orenstein Law Group, P.C. as special counsel. The Official Committee of Unsecured Creditors won approval to retain Michael S. Haynes and the firm Gardere Wynne Sewell LLP as counsel. * * * The Sec. 341(a) meeting of creditors was held Nov. 19, 2015, which was continued to Jan. 5, 2016. AIX on Feb. 12, 2016, filed a motion to extend by 90 days its exclusive period to propose a Chapter 11 plan by May 19, 2016, and its exclusive period to solicit acceptances of that that plan by Aug. 19, 2016. No order was entered. Instead, the Court on March 23 entered an order directing the appointment of a Chapter 11 trustee in AIX's case. On March 14, 2016, Judge Houser held a hearing on the motion for joint administration of the Chapter 11 cases of AIX and Antero. At the conclusion of the hearing, the Court determined not to order the joint administration of the cases and further determined to transfer the AIX case to Judge Jernigan. On March 18, 2016, the Official Committee of Unsecured Creditors and LegacyTexas Bank entered a stipulation extending the Investigation Period as defined in Final DIP the Order with respect to the Committee is extended through and including April 21, 2016. ALLWAYS EAST: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Allways East Transportation Inc. 870 Nepperhan Avenue Yonkers, NY 10703-2011 Case No.: 16-22589 Chapter 11 Petition Date: April 28, 2016 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Hon. Robert D. Drain Debtor's Counsel: Erica Feynman Aisner, Esq. DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP One North Lexington Avenue White Plains, NY 10601 Tel: 914-681-0200 Fax: 914-684-0288 E-mail: erf@ddw-law.com - and - Julie Cvek Curley, Esq. DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP One North Lexington Avenue, 11th Floor White Plains, NY 10601 Tel: (914) 681-0200 Fax: (914) 684-0288 E-mail: jcurley@ddw-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Marlaina Koller, vice president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. AMERICAN AIRLINE: Court OK's Bid to Enforce Injunction vs. Meadows ------------------------------------------------------------------ Judge Sean H. Lane of the United States Bankruptcy Court for the Southern District of New York granted AMR Corporation, et al.'s motion to enforce the discharge injunctions contained within the Plan and Confirmation Order against Lawrence M. Meadows. Before the Court is the motion of the debtors pursuant to Sections 524 and 1141 of the Bankruptcy Code to enforce the plan and the confirmation order against Lawrence M. Meadows. The Debtors filed the Motion against Mr. Meadows seeking to prevent him from continuing or commencing any action or proceeding against the Debtors for any conduct or claims that occurred or arose before the commencement of the Debtors' Chapter 11 cases on November 29, 2011. The Debtors seek this relief because they contend that Mr. Meadows has violated the injunction provisions of the Fourth Amended Joint Chapter 11 Plan, dated September 23, 2013 and the order confirming the Debtors' Plan by continuing to pursue old litigation and commencing new actions against the Debtors for claims that were discharged under the Plan and Confirmation Order. The Debtors seek entry of an order: (i) finding that Mr. Meadows violated the Plan and the Confirmation Order by commencing and continuing the Legal Actions; (ii) enjoining Mr. Meadows from seeking any other relief against the Debtors based on any alleged conduct or claims that occurred or arose pre-petition; (iii) directing Mr. Meadows to dismiss the Legal Actions; and (iv) directing Mr. Meadows to communicate all matters concerning his litigation exclusively with American's outside legal counsel. A full-text copy of the Memorandum of Decision dated April 14, 2016 is available at http://is.gd/xvgb5Efrom Leagle.com. The case is In re: AMR CORPORATION, et al., Chapter 11, Reorganized Debtors, Case No. 11-15463 (SHL). AMR Corporation, et al., Debtor, is represented by Robert D. Albergotti, Esq. -- robert.albergotti@haynesboone.com -- Haynes and Boone, LLP, Jasmine Ball, Esq. -- jball@debevoise.com -- Debevoise & Plimpton LLP, Richard J. Bernard, Esq. -- rbernard@foley.com -- Foley & Lardner LLP, Paul A. Covell, Jeanette L. Dixon, Esq. -- jldnull@nullmanningllp.com -- Manning & Kass Ellrod, Ramirez, Trester LLP, Todd C. Duffield, Esq. -- Paul Hastings, Scott W. Everett, Esq. -- Haynes and Boone, LLP, Lars C. Golumbic, Esq. -- lgolumbic@groom.com -- Groom Law Group, Chartered, Richard F. Hahn, Esq. -- rfhahn@debevoise.com -- Debevoise & Plimpton LLP, Autumn D. Highsmith, Esq.-- autumn.highsmith@haynesboone.com -- Haynes and Boone, LLP, Stephen Karotkin, Esq. -- stephen.karotkin@weil.com -- Weil, Gotshal & Manges LLP, Rachel J. Mauceri, Esq. -- rachel.mauceri@morganlewis.com -- Morgan, Lewis & Bockius LLP, Edward J. Meehan, Esq. -- emeehan@groom.com -- Groom Law Group, Chartered, Trey Monsour, Esq. -- trey.monsour@klgates.com -- K&L Gates LLP, Alfredo R. Perez, Esq. -- alfredo.perez@weil.com -- Weil Gotshal & Manges, Marc G. Schildkraut, Schildkraut, Jeffrey S. Stein, GCG, Inc., Kevin Walsh, Groom Law Group, Michael E. Wiles, United States Bankruptcy Court SDNY, Stephen A. Youngman, Weil, Gotshal & Manges, LLP, Julia E. Zuckerman, Groom Law Group, Chartered. United States Trustee, United States Trustee, represented by Elisabetta Gasparini, Office of the United States Trustee, Brian Shoichi Masumoto, Office of the United States Trustee, Eric J. Small, Office of the United States Trustee. GCG, Inc. Claims Agent, Claims and Noticing Agent, represented by Angela Ferrante, Garden City Group, LLC. Official Committee of Unsecured Creditors, Creditor Committee, represented by Neil Matthew Berger, Togut, Segal & Segal LLP, John Wm. Butler, Jr., Skadden Arps Slate Meagher & Flom LLP, John K. Lyons, Skadden Arps Slate Meagher & Flom LLP, Albert Togut, Togut, Segal & Segal LLP. AUTHENTIDATE HOLDING: Announces AEON's Audited Results for 2015 --------------------------------------------------------------- Authentidate Holding Corp. announced AEON Clinical Laboratories' audited results for the year ended Dec. 31, 2015. On Jan. 27, 2016, Authentidate closed a merger transaction whereby privately-held AEON merged with a wholly-owned subsidiary of Authentidate, creating a combined company focused on delivering innovative solutions that achieve best practices in medicine while raising the standard of healthcare. The financials reflect the results of AEON as a private company, prior to the completion of the merger. 2015 AEON Financial Highlights * Net revenue of $34.85 million - compared to $24.1 million in 2014 * Net income of $13.75 million - compared to $10.8 million in 2014 * As adjusted EBITDA of $16.36 million - compared to $11.6 million in 2014 * As adjusted EBITDA margin of 47% Richard Hersperger, chief executive officer of Authentidate, stated, "We are pleased that our strong sales capability combined with our state-of-the-art testing services delivered solid revenue growth in 2015 as well as a significant expansion of EBITDA and Net Income. With the Aeon and Authentidate combination almost complete, we are excited about what we can accomplish over the course of 2016 and beyond." Mr. Hersperger continued, "The U.S. diagnostics market is expected to grow to $80 billion by 2020 according to industry analysts. AEON's strong sales execution and leading toxicology and genetic testing technology positions us to continue our growth. We remain excited about the opportunity to expand genetic testing which represents the future of medicine, as doctors seek to personalize treatments based on the genetics of each patient. We are committed to bringing new, innovative genetic tests to market that set us apart from our competitors and create unique value for our customers, while growing test volumes on the services we offer today." Authentidate will file a proxy statement with the Securities and Exchange Commission in connection with a special meeting of stockholders in order to, among other things, obtain stockholder approval for the potential issuance of shares of common stock of Authentidate to the former members of AEON in excess of 19.9% of the issued and outstanding shares of common stock as of the date of the closing of the merger. The Company expects to hold the special meeting in late May or early June. About Authentidate Authentidate Holding Corp. and its subsidiaries provide secure web-based revenue cycle management applications and telehealth products and services that enable healthcare organizations to increase revenues, improve productivity, reduce costs, coordinate care for patients and enhance related administrative and clinical workflows and compliance with regulatory requirements. The Company's web-based services are delivered as Software as a Service (SaaS) to its customers interfacing seamlessly with billing, information and document management systems. These solutions incorporate multiple features and security technologies such as business-rules based electronic forms, intelligent routing, transaction management, electronic signatures, identity credentialing, content authentication, automated audit trails and remote patient management capabilities. Both web and fax-based communications are integrated into automated, secure and trusted workflow solutions. Authentidate reported a net loss of $9.7 million on $3.68 million of total revenues for the year ended June 30, 2015, compared to a net loss of $7.14 million on $5.55 million of total revenues for the year ended June 30, 2014. EisnerAmper LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2015, citing that the Company's recurring losses from operations and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. As of Dec. 31, 2015, Authentidate had $3.41 million in total assets, $9.55 million in total liabilities and a $6.14 million total shareholders' deficit. BATE LAND & TIMBER: Court Denies Bid to Put Plan Order on Hold -------------------------------------------------------------- A U.S. bankruptcy court has denied Bate Land Company LP's bid to put on a temporary hold its prior order that approved the Chapter 11 reorganization plan of Bate Land & Timber, LLC. In a seven-page decision, the U.S. Bankruptcy Court for the Eastern District of North Carolina cited the company's failure "to make a clear showing of likelihood of success on the merits." The court also said that Bate Land Company failed to show that denying a temporary stay would cause "irreparable harm" to the company. "[Bate Land Company] has not made a clear showing that a failure to put the stay in place would result in irreparable harm," the court said. The bankruptcy court on Feb. 3 approved Bate Land & Timber's restructuring plan, which proposed to satisfy all or a portion of Bate Land Company's secured claim through the surrender of certain properties. The secured creditor opposed the treatment of its claim under the plan. On Feb. 4, Bate Land Company filed a motion to put the ruling on hold until a higher court heard its appeal. Bate Land & Timber opposed the motion, saying the creditor failed to meet the requirements to obtain a stay pending appeal. About Bate Land & Timber Willotte, North Carolina-based Bate Land & Timber, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 13-04665) on July 25, 2013. Judge Stephani W. Humrickhouse oversees the Chapter 11 case. The Debtor, in amended schedules, disclosed $53,477,624 in assets and $74,162,211 liabilities as of the Chapter 11 filing. The petition was signed by Brad Cheers, manager. The Bankruptcy Administrator for the Eastern District of North Carolina was unable to organize and recommend the appointment of a committee of creditors holding unsecured claims against the Debtor. BG MEDICINE: Amends 2015 Annual Report to Add Part III ------------------------------------------------------ BG Medicine, Inc., filed an amendment to its annual report on Form 10-K/A for the fiscal year ended Dec. 31, 2015, for the purpose of including information required by Part III of the Annual Report. Part III contains information about: (a) directors, executive officers and corporate governance; (b) executive compensation; (c) security ownership of certain beneficial owners and management; (d) certain relationships and related transactions, and director independence; (e) principal accounting fees and services; and (f) exhibits and financial statement schedules. A full-text copy of the Form 10-K/A is available for free at: http://is.gd/LrWNrr About BG Medicine Waltham, Mass.-based BG Medicine is a diagnostics company focused on the development and commercialization of novel cardiovascular diagnostic tests to address significant unmet medical needs, improve patient outcomes and contain healthcare costs. The Company is currently commercializing two diagnostic tests, the first of which is the BGM Galectin-3 test, a novel assay for measuring galectin-3 levels in blood plasma or serum for use as an aid in assessing the prognosis of patients diagnosed with heart failure. The Company's second diagnostic test is the CardioSCORE test, which is designed to identify individuals at high risk for near-term, significant cardiovascular events, such as heart attack and stroke. BG Medicine reported a net loss attributable to common stockholders of $6.95 million on $1.56 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $8.06 million on $2.78 million of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, BG Medicine had $2.13 million in total assets, $1.51 million in total liabilities, $2.59 million in convertible preferred stock, and a $1.97 million in total stockholders' deficit. Marcum LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses from operations, recurring cash used in operating activities and accumulated deficit raise substantial doubt about its ability to continue as a going concern. BHAVDARSHAN INC: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Bhavdarshan, Inc. dba Outlaw Bar & Grill 1650 IH 35 South Pearsall, TX 78061 Case No.: 16-51026 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: May 2, 2016 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Hon. Ronald B. King Debtor's Counsel: David T. Cain, Esq. LAW OFFICE OF DAVID T. CAIN 8610 N New Braunfels, Suite 309 San Antonio, TX 78217 Tel: (210) 308-0388 Fax: (210) 341-8432 E-mail: caindt@swbell.net Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Hemant Patel, president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. BUFFETS LLC: Has Until May 20 to File Schedules of Assets and Debt ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Texas has given Buffets LLC until May 20, 2016, to file its schedules of assets and liabilities and statements of financial affairs. About Buffets LLC Buffets LLC, et al., are one of the largest operators of buffet-style restaurants in the U.S. The buffet restaurants, located in 25 states, principally operate under the names Old Country Buffet(R), Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire Mountain(R). These locations primarily offer self-service buffets with entrees, sides, and desserts for an all-inclusive price. In addition, Buffets owns and operates an 10-unit full service, casual dining chain under the name Tahoe Joe's Famous Steakhouse(R). Buffets Holdings, Inc., filed for Chapter 11 relief in January 2008 and won confirmation of a reorganization plan in April 2009. In January 2012, Buffets again sought Chapter 11 protection and emerged from bankruptcy in July 2012. In Aug. 19, 2015, Alamo Ovation, LLC acquired Buffets Restaurants Holdings, Inc., and as a result of the merger, Buffets operated over 300 restaurants in 35 states. Down to 150 restaurants in 25 states after closing unprofitable locations, Buffets LLC and its affiliated entities sought Chapter 11 protection (Bankr. W.D. Tex. Case No. Lead Case No. 16-50557) in San Antonio, Texas, on March 7, 2016. The cases are assigned to Judge Ronald B. King. The Debtors have tapped Akerman, LLP as counsel, Bridgepoint Consulting, LLC as financial advisor and Donlin, Recano & Company as claims and noticing agent. CAESARS ENTERTAINMENT: Fee Monitor Reviewing Rate Increases ----------------------------------------------------------- Jacqueline Palank, writing for The Wall Street Journal, reported that annual rate increases at some of the country's biggest law firms are going under the microscope in one chapter 11 case. According to the report, The official keeping an eye on the professional fee meter in the Caesars Entertainment Operating Co. bankruptcy says the recent hourly rate increases at various law firms working on the case -- some of which brought top rates close to the $1,500-per-hour mark -- deserve a deeper dive. Nancy Rapoport, a law professor and independent member of the committee monitoring professionals' fees, says the four-figure rates themselves aren't necessarily the issue, the report related. Rather, "the controlling issue here is whether the clients of those firms are paying those rates," she wrote, requesting evidence that a firm's bankruptcy and non-bankruptcy clients alike each pay those rates -- i.e., that there is no bankruptcy premium, the report further related. Ms. Rapoport's remarks came in conjunction with the fee committee's review of the third round of fee applications in Caesars Entertainment's chapter 11 case, filed in court, the report said. She said the latest bills in the casino company's $18 billion restructuring "triggered fewer areas of concern" than prior bills but still required some fee reductions tied to staffing and expenses like travel, hotels and meals, the report added. 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. CARRICK TRUCKING: Trustee Obtains Partial Win in 4 Clawback Suits ----------------------------------------------------------------- Judge Daniel S. Opperman of the United States Bankruptcy Court for the Eastern District of Michigan, Northern Division, Bay City, granted judgment in favor of Kelly M. Hagen, the Liquidating Trustee for Carrick Trucking, Inc., in all four A.P. Nos. 14-2109 (against Brian Carrick), 14-2010 (against Brian Carrick, Gail Carrick and Dean Carrick), 14-2111 (against Gail and Dean Carrick), and 14-2112 (against Mark Carrick), as to turnover of the following property or the proceeds from the sale of such property: -- 1992/93 CAT D400 Dump Truck; -- 1993 CAT D400 Dump Truck; -- 1999 Komatsu Loader; -- 1994 CAT D400 Dump Truck; and -- 1991 CAT 980C Loader. The Court grants judgment in favor of the Defendants Gail Carrick and Dean Carrick and against the Liquidating Trustee in A.P. No. 14-2111 as to $95,874.97 in payments alleged to be avoidable by the Liquidating Trustee pursuant to 11 U.S.C. Section 547(b). The Court also grants judgment in favor of the Defendants Gail and Dean Carrick and against Liquidating Trustee in A.P. No. 14-2111 as to the avoidance of the transfer of the Backhoe, Scale and Gravel Train, as fraudulent transfers pursuant to 11 U.S.C. Section 548 and/or M.C.L.A. 566.35. The adversary proceedings are: * KELLY M. HAGEN, Liquidating Trustee, Plaintiff and Counter-Defendant, v. BRIAN CARRICK, Defendant and Counter-Plaintiff, Adversary Proceeding Case No. 14-2109-dob (Bankr. E.D. Mich.). A full-text copy of Judge Opperman's March 24, 2016, Trial Opinion relating to this A.P. is available at http://is.gd/Nvy1rLfrom Leagle.com. * KELLY M. HAGEN, Liquidating Trustee, Plaintiff, v. BRIAN CARRICK, MARK CARRICK, and GAIL CARRICK, Defendants, Adversary Proceeding Case No. 14-2110-dob (Bankr. E.D. Mich.). A full-text copy of Judge Opperman's March 24, 2016, Trial Opinion relating to this A.P. is available at http://is.gd/j0fWMefrom Leagle.com. * KELLY M. HAGEN, Liquidating Trustee, Plaintiff and Counter-Defendant, v. GAIL CARRICK and DEAN CARRICK, Defendants and Counter-Plaintiffs, Adversary Proceeding Case No. 14-2111-dob (Bankr. E.D. Mich.). A full-text copy of Judge Opperman's March 24, 2016, Trial Opinion relating to this A.P. is available at http://is.gd/QDCa4Hfrom Leagle.com. * KELLY M. HAGEN, Liquidating Trustee, Plaintiff and Counter-Defendant, v. MARK CARRICK, Defendant and Counter-Plaintiff, Adversary Proceeding Case No. 14-2112-dob (Bankr. E.D. Mich.). A full-text copy of Judge Opperman's March 24, 2016, Trial Opinion relating to this A.P. is available at http://is.gd/ybxktMfrom Leagle.com. The bankruptcy case is IN RE: CARRICK TRUCKING, INC., Chapter 11 Proceeding, Debtor, Case No. 13-20904-dob (Bankr. E.D. Mich.). Kelly M. Hagan, Liquidating Trustee, Plaintiff, represented by Kevin M. Smith, Beadle Smith, PLC. Brian Carrick, Defendant, represented by Corey David Grandmaison. COCRYSTAL PHARMA: Files Amended 2015 Annual Report -------------------------------------------------- Cocrystal Pharma, Inc., filed with the Securities and Exchange Commission an amendment to its annual report on Form 10-K/A for the year ended Dec. 31, 2015, to include the information required by and not included in Part III of the 2015 Form 10-K because the Company does not intend to file its definitive proxy statement within 120 days of the end of our fiscal year ended Dec. 31, 2015. Part III contains information about: (a) directors, executive officers and corporate governance; (b) executive compensation; (c) security ownership of certain beneficial owners and management and related stockholder matters; (d) certain relationships and related transactions, and director independence; and (e) principal accounting fees and services A copy of the Form 10-K/A is available for free at: http://is.gd/v5aQj3 About Cocrystal Pharma Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals, Inc., is a pharmaceutical company with a mission to discover novel antiviral therapeutics as treatments for serious and/or chronic viral diseases. Cocrystal Pharma employs unique technologies and Nobel Prize winning expertise to create first- and best-in-class antiviral drugs. These technologies and the Company's market- focused approach to drug discovery are designed to efficiently deliver small molecule therapeutics that are safe, effective and convenient to administer. The Company's primary business going forward is to develop novel medicines for use in the treatment of human viral diseases. Cocrystal has been developing novel technologies and approaches to create first-in-class and best-in-class antiviral drug candidates since its initial funding in 2008. Subsequent funding was provided to Cocrystal Discovery, Inc., by Teva Pharmaceuticals Industries, Ltd., or Teva, in 2011. The Company's focus is to pursue the development and commercialization of broad-spectrum antiviral drug candidates that will transform the treatment and prophylaxis of viral diseases in humans. By concentrating the Company's research and development efforts on viral replication inhibitors, the Company plans to leverage its infrastructure and expertise in these areas. Cocrystal Pharma, reported a net loss of $50.1 million on $78,000 of grant revenues for the year ended Dec. 31, 2015, compared to a net loss of $99,000 on $9,000 of grant revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Cocrystal Pharma had $224 million in total assets, $56.6 million in total liabilities and $168 million in total stockholders' equity. COLOR LANDSCAPES: Case Summary & 20 Unsecured Creditors ------------------------------------------------------- Debtor: Color Landscapes by Michael Dickey, Inc. 2360 Luck Stone Road Burlington, NC 27217 Case No.: 16-10435 Chapter 11 Petition Date: May 2, 2016 Court: United States Bankruptcy Court Middle District of North Carolina (Greensboro) Judge: Hon. Lena M. James Debtor's Counsel: Dirk W. Siegmund, Esq. IVEY, MCCLELLAN, GATTON, & SIEGMUND, LLP Suite 500, 100 S. Elm St. P. O. Box 3324 Greensboro, NC 27402-3324 Tel: 336-274-4658 Fax: 336-274-4540 E-mail: dws@iveymcclellan.com Total Assets: $1.09 million Total Liabilities: $1.49 million The petition was signed by Michael Dickey, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ncmb16-10435.pdf DANIEL BRUCE CARPENTER: Objection to IUD's Claim Overruled ---------------------------------------------------------- Judge Ralph B. Kirscher of the United States Bankruptcy Court for the District of Montana ordered that Daniel Bruce Carpenter and Mary Ester Carpenter's Objection to Amended Proof of Claim No. 5 filed by the Montana Department of Labor & Industry, Unemployment Insurance Division is overruled. The case is In re DANIEL BRUCE CARPENTER and MARY ESTHER CARPENTER, Debtors, Case No. 13-61192-11 (Bankr. D. Mont.). A full-text copy of Judge Kirscher's Memorandum of Decision dated March 31, 2016, is available at http://is.gd/wOA4mJfrom Leagle.com. DANIEL BRUCE CARPENTER, Debtor, represented by HAROLD V DYE. OFFICE OF THE U.S. TRUSTEE, U.S. Trustee, represented by NEAL G. JENSEN, UNITED STATES TRUSTEE'S OFFICE. DEBRA MARIE GUAJARDO: IRS Has Priority to Sale Proceeds ------------------------------------------------------- In In re DEBRA MARIE GUAJARDO, Chapter 11, Debtor, Bankruptcy Case No. 15-31452DM (Bankr. N.D. Calif.), Judge Dennis Montali of the United States Bankruptcy Court for the Northern District of California, in a March 11, 2016, Memorandum Decision available at http://is.gd/gAegFtfrom Leagle.com held that the Internal Revenue Service has priority, except as to a limited amount specifically set forth in the homeowners' association's notice of delinquent assessment. The chapter 11 debtor has obtained court approval of a sale of certain property, and a dispute has arisen between her homeowners' association and the IRS as to whose lien has priority and has the superior right to distribution of the proceeds remaining after satisfaction of the claims of the first deed of trust holder. DEVONSHIRE PGA: ELP's Bid for Summary Judgment Denied ----------------------------------------------------- Judge Christopher S. Sontchi of the United States Bankruptcy Court for the District of Delaware denied the motion for summary judgment filed by ELP West Palm, LLC, in the case captioned In re: Devonshire PGA Holdings LLC, et al., Chapter 11, Debtors, Case No. 13-12460 (CSS), Docket Nos. 343 & 364 (Bankr. D. Del.). ELP is successor to the the reorganized debtors. Potter Anderson & Corroon, LLP ("Potter") jointly represented three of the debtors and a non-debtor, CA Capital, LLC, in two Delaware Chancery proceedings in 2013. Potter timely submitted claims for payment against the debtors it represented. vELP does not dispute that Potter actually represented the debtors, but nonetheless requests that the court enter summary judgment disallowing Potter's claims under 11 U.S.C. section 502(b)(1). ELP argued that four sources of applicable law or agreement render Potter's claim unenforceable. First, ELP argued that Potter was not validly engaged to represent the debtors under state contract law. Second, ELP appeared to make an argument on equitable principles that Potter may not enforce its claims against the debtors because the debtors did not benefit from Potter's representation. Third, ELP argued that Potter was "conflicted" under the Delaware Lawyers' Rules of Professional Conduct in representing the debtors and because the record contains no written waiver of this conflict, Potter's claim against the debtors is unenforceable. Finally, ELP argued that the 2013 Settlement Agreement approved by the court bars Potter's claims. Judge Sontchi denied ELP's motion for summary judgment. The judge found that ELP has failed to supply the court with proof that any applicable principle of contract law or equity would render Potter's claim unenforceable. Judge Sontchi also found that while ELP's argument that Potter was conflicted in representing the debtors presents a legal basis for disallowance, Potter has nevertheless pointed to evidence in the record sufficient to create a genuine dispute of material fact on whether Potter was conflicted. Finally, Judge Sontchi held that ELP failed to demonstrate that any applicable law would make the 2013 Settlement Agreement binding upon Potter, because the record clearly shows that neither Potter nor any of its agents were a party to that agreement. A full-text copy of Judge Sontchi's April 15, 2016 opinion is available at http://is.gd/RjFU9Zfrom Leagle.com. Devonshire PGA Holdings, LLC, et al. is represented by: M. Blake Cleary, Esq. Justin P. Duda, Esq. YOUNG, CONAWAY, STARTGATT & TAYLOR Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302)571-6600 Fax: (302)571-1253 Email: mbcleary@ycst.com jduda@ycst.com United States Trustee, U.S. Trustee, is represented by: Mark S. Kenney, Esq. OFFICE OF THE U.S. TRUSTEE 844 King Street, Suite 2207 Wilmington, DE 19801 Tel: (302)573-6491 Fax: (302)573-6497 About Devonshire PGA Holdings Operators of assisted living facilities, led by Devonshire PGA Holdings LLC, sought Chapter 11 bankruptcy in U.S. Bankruptcy Court in Wilmington, Delaware on Sept. 19, 2013. Chatsworth PGA Properties (Bankr. D. Del. Case No. 13-12457) has estimated liabilities of between $100 million and $500 million, and assets of up to $10 million. Chatsworth PGA Properties provides assisted living services for the elderly. It also offers nursing and dementia care. Devonshire PGA Holdings LLC (Case No. 13-12460), the owner of an assisted-living facility in Florida, and based in Palm Beach Gardens, estimated under $50,000 in assets and up to $50 million in debts. Another entity, Devonshire at PGA National LLC, estimated more than $100 million in both assets and debt. The Debtors are represented by M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP, as counsel. Epiq Bankruptcy Solutions, LLC, serves as claims agent, and as administrative advisor for the Debtors. Alvarez & Marsal Healthcare Industry Group, LLC, serves as restructuring advisors, and Alvarez's Paul Rundell serves as Chief Restructuring Officer. An official committee of unsecured creditors has not yet been appointed in these cases by the Office of the United States Trustee. DEX MEDIA: Enters Into RSA, Commences Pre-Pack Plan Solicitation ---------------------------------------------------------------- Dex Media, Inc., one of the largest national providers of social, local and mobile marketing solutions to local businesses, on May 2 disclosed that it has entered into a Restructuring Support Agreement (the "Agreement") with creditors holding 66% of its senior secured credit facilities and over 65% of its senior subordinated notes. The Agreement, which is the result of a collaborative effort among the Company's Board of Directors, management, and major creditor groups, provides for a significant reduction of the Company's current $2.42 billion in debt and simplifies its future capital structure. Under the Agreement, the Company and its creditors will seek to implement the restructuring through a prepackaged plan of reorganization (the "Plan"). Dex Media on May 2 commenced the solicitation of votes for the Plan among its senior secured lenders and senior subordinated noteholders. The Plan and related materials are accessible at http://dm.epiq11.com/DexMediaThe Company expects to commence voluntary chapter 11 bankruptcy cases in the United States Bankruptcy Court for the District of Delaware to implement the Plan once the solicitation process is complete and the Company receives votes sufficient to confirm the Plan. The Company intends to complete its restructuring during the third quarter of 2016. "We are very pleased to have reached this important milestone, which will significantly deleverage our balance sheet, simplify our capital structure and unlock even more liquidity to implement our strategic growth plan," said Joe Walsh, Dex Media President and CEO. "The Dex Media Board of Directors, management team and I would like to thank our lenders for their continued support and our advisors for their assistance in helping us ensure that Dex Media can fulfill its potential." Mr. Walsh continued: "Our cash and liquidity positions remain strong, and we continue to generate positive cash flow, which will be more than sufficient to fund ongoing operations. We do not anticipate any impact on our day-to-day business, customer and vendor relationships, or employees. We will continue to advance our strategic initiatives to enhance revenue, reshape client offerings, and streamline our operations." Dex Media is making significant progress in executing its growth strategy. The Company has recently developed and introduced new products and services to help local businesses reach consumers in the channels consumers use to search for businesses. The Company recently launched DexHub and DexLnk, which offer a variety of digital customer engagement tools that enable local businesses to build strong relationships with customers. Dex Media also offers a variety of other digital products in addition to its popular online and print directories. A key component of the Plan provides for the payment of all allowed vendor claims in full. Additionally, the Company expects that Dex Media employees also will continue to receive all salary and benefits in the ordinary course throughout this process. Dex Media will update the market on developments as appropriate. Additional material terms of the Plan include: Dex Media's senior secured lenders will exchange their current $2.12 billion of claims for a new $600 million new first-lien term loan; 100% of the equity of the reorganized Dex Media, subject to potential dilution from a management incentive plan; and a cash distribution upon emergence from bankruptcy. The Company's unsecured noteholders will receive a $5 million cash payment and warrants to purchase up to 10% of the post-reorganized equity. All allowed trade vendor claims will be paid in full. Dex Media's legal advisor in connection with the restructuring is Kirkland & Ellis LLP. Alvarez & Marsal North America, LLC serves as its restructuring advisor, and Andrew Hede from Alvarez & Marsal serves as Chief Restructuring Officer. Moelis & Company LLC is the Company's investment banker for the restructuring. The steering committee of the ad hoc group of Dex Media's senior secured lenders are represented by Milbank, Tweed, Hadley & McCloy LLP as legal advisor and Houlihan Lokey as financial advisor in connection with the restructuring. JPMorgan Chase Bank, N.A., as agent under certain of the senior secured credit agreements, is represented by Simpson Thacher & Bartlett LLP as legal advisor to the agent. The Agreement, Plan, and related materials are available at http://dm.epiq11.com/DexMedia About Dex Media Dex Media, Inc., is a provider of social, local and mobile marketing solutions for local businesses. The Company provides marketing solutions that include Websites, print, mobile, search engine and social media solutions. The Company's brands include Dex One and SuperMedia. Through both brands, it delivers a range of social, mobile, and print solutions. The Company's consumer services include the Dex Knows.com and Superpages.com online and mobile search portals and applications and local print directories. On April 30, 2013, Dex One Corp. and SuperMedia announced the completion of their merger, creating Dex Media, Inc. Dex One (DEXO) and SuperMedia (SPMD) in March 2013 sought Chapter 11 bankruptcy protection in order to complete a merger. The filing was just about three years after each company exited court protection. The cases are In re Dex One Corp, 13-10533, U.S. Bankruptcy Court, District of Delaware, and In re SuperMedia Inc, 13-10545, U.S. Bankruptcy Court, District of Delaware. * * * The Troubled Company Reporter, on Dec. 18, 2015, reported that Moody's Investors Service downgraded Dex Media, Inc.'s Probability of Default Rating to Ca-PD/LD from Caa3-PD and downgraded the Corporate Family Rating to Ca from Caa3. The limited default "LD" designation appended to Dex's probability of default rating reflects Moody's view that the company has defaulted under Moody's definition. The limited default designation will remain for three business days to reflect our view that a default has occurred. Concurrently, the senior subordinated notes are lowered to C from Ca and the senior secured credit facilities of Dex Media East, Inc., Dex Media West, Inc., R.H. Donnelley Inc. and SuperMedia Inc. remain unchanged at Caa3. The downgrade reflects Dex's missed September 30, 2015 interest payment on its senior subordinated notes and the subsequent failure to make the payment during the grace period. Moody's views this as a limited default as it represents a default of only one element of the company's capital structure. The ratings outlook remains negative. DJ SIMMONS: Hires Dimmick as Real Estate Broker ----------------------------------------------- D.J. Simmons Company Limited Partnership sought and obtained permission from the U.S. Bankruptcy Court for the District of Colorado to employ Dimmick Realty as real estate broker to the Debtor. D.J. Simmons requires Dimmick to list, market and sell four pieces of real property: a. 1009 Ridgeway Place, Farmington, New Mexico 87401 b. Lot 1 Ridgeway Sub. Replat A, Farmington, New Mexico 87401 c. Lot 4 Ridgeway Sub. Replat A, Farmington, New Mexico 87401 d. 550 N. 1st Street, Lot, Vacant Land, Bloomfield, New Mexico 87413 The broker primarily responsible for providing these services is Barry Digman, and his commission fee for this engagement will be 6% of the sale price. Barry Digman, of Dimmick Realty, 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. Dimmick can be reached at: Barry Digman DIMMICK REALTY 3555 East Main Street, Suite A Farmington, NM 87402 Tel: (505) 325-8863 Fax: (505) 327-9820 About D.J. Simmons Farmington, New Mexico-based D.J. Simmons Inc. -- http://www.djsimmons.com/-- is an independent oil and gas exploration and production company. D.J. Simmons Company Limited Partnership, Kimbeto Resources, LLC and D.J. Simmons, Inc. filed separate Chapter 11 petitions (Bankr. D. Colo. Case Nos. 16-11763, 16-11765 and 16-11767) on March 1, 2016. The cases are jointly administered under Lead Case No. 16-11763. The petitions were signed by John Byrom, president of D.J. Simmons, Inc. D.J. Simmons Company disclosed $9.94 million in total assets and $12.85 million in total liabilities. Kimbeto Resources disclosed $976,190 in total assets and $9.81 million in total liabilities. Ethan Birnberg, Esq., at Lindquist & Vennum LLP, serves as the Debtors' counsel. ECI HOLDINGS: Case Summary & 8 Unsecured Creditors -------------------------------------------------- Debtor: ECI Holdings, LLC P.O. BOX 388 Edgefield, SC 29824 Case No.: 16-02214 Chapter 11 Petition Date: May 2, 2016 Court: United States Bankruptcy Court District of South Carolina (Columbia) Judge: Hon. David R. Duncan Debtor's Counsel: Reid B. Smith, Esq. BIRD AND SMITH, PA 1712 Saint Julian Place, Suite 102 Columbia, SC 29204 Tel: 803-779-2255 Fax: 803-799-3131 E-mail: rsmith@birdsmithlaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Bettis C. Rainsford, managing member. A list of the Debtor's eight largest unsecured creditors is available for free at http://bankrupt.com/misc/scb16-02214.pdf ELTON H. DARBY JR: Has 1/6 Interest in Property, Seeks Sale ----------------------------------------------------------- Elton H. Darby, Jr., on April 27, 2016, filed a motion asking the U.S. Bankruptcy Court for the Northern District of Alabama to enter an order allowing the Debtor to sell certain real property jointly owned by the Debtor free and clear of all liens, claims, interests, and encumbrances via private sale. The Debtor owns a joint interest in certain real property located at 1306 Ariloa Drive, in Pensacola Beach, Florida. The Debtor owns a one-sixth fee simple interest in the Real Property. The remaining co-owners of the Real Property are Jane D. Dill, Mary Maude Bedford, Debra Lou Todd, Elton Hall Darby, and the Estate of Victoria L. Crenshaw. In order to sell the Real Property the Debtor has entered into two Vacant Land Listing Agreements with a Licensed Florida Broker. In conjunction with filing its bankruptcy petition, the Debtor also filed Schedule A with the bankruptcy court. As set forth in Schedule A, the Debtor valued his 1/6 interest in the Real Property at $225,000. This is derived by a total value for the two lot of approximately $675,000 per lot divided by 6. There is no debt that encumbers this Real Property. Pre-petition the Debtor has attempted to sell the Real Property. However, his efforts have been thwarted by the remaining co-owners. Postpetition, Debtor has been unable to determine with certainty whether the remaining co-owners desire to sell the Real Property. However, because of ongoing litigation by among and between the Debtor and these co-owners, it is doubtful that any agreement -- even one where the property sells for more than market value can be reached without the aid of this Motion. The Debtor seeks authority from the Court to sell the Real Property to the highest cash buyer, free and clear of all liens, claims, interests, and encumbrances for the approximate sum of $675,000 per lot. In order to facilitate this sale, the Debtor seeks to sell not only his interest but that of all co-owners as well. The reason for this is that the real property consists of beach front lots which aren't capable of being partitioned and as such the sale of the estate's interests in these lots would be significantly less. In conjunction with this Motion, Debtor seeks authority to employ Jamie Forbes III who is a license Real Estate Broker within the State of Florida to market and sell the Real Property. Mr. Forbes is not a creditor of the Debtor and has not separate claim or interest. Consequently, he is believed to be "disinterested". About Elton Darby, Jr. Elton Herbert Darby, Jr. sought Chapter 11 protection (Bankr. N.D. Ala. Case No. 16-81079) on April 8, 2016. The Debtor is represented by Kevin D. Heard, Esq., at Heard Ary, LLC. EMERALD ISLE: NDUC Seeks Dismissal of Ch. 11 Case ------------------------------------------------- NDUC Investments, LLC, asks the U.S. Bankruptcy Court for the District of Arizona to dismiss Emerald Isle Partners, L.L.C.'s bankruptcy case for cause pursuant to Section 1112 of the Bankruptcy Code. According to NDUC, the Debtor filed a prior Chapter 11 bankruptcy case in late 2012 (Case No. 2:12-bk-24291-MCW) and confirmed a plan of reorganization on September 3, 2013. Despite not experiencing any unanticipated change in circumstance, the Debtor is now attempting to force another debt restructure upon its sole secured creditor, NDUC, by filing this second Chapter 11 case a little over two years since the First Reorganization. With no unanticipated change in circumstance, NDUC asserts that this second filing is in bad faith must be dismissed. The Debtor, in response, tells the Court that, first and foremost, NDUC was not and is not a creditor of the Chapter 11 proceeding filed in 2012. As a result, any argument raised by NDUC in its Motion to Dismiss that the Debtor is "impermissibly modifying the terms of a confirmed plan" has no merit. The modification entered into by the Debtor and its prior counsel, secured by the only asset owned by the Debtor was never contemplated under the first Chapter 11, never a part of any Order of the Court, and never disclosed to the Court even in light of the later filed Application for Final Decree, which included a request for approval of post confirmation legal fees. NDUC, in a reply, argued that the Debtor did not dispute nnor contest the central tenent of the Motion, which is that no unanticipated events arose or changed circumstances occured that justified the filing of the Second Reorganization. NDUC is represented by: Mark J. Giunta, Esq. Liz Nguyen, Esq. Law Office of Mark J. Giunta 245 W. Roosevelt Street, Suite A Phoenix, AZ 85003 Tel: (602) 307-0837 Fax: (602) 307-0838 Email: markgiunta@giuntalaw.com liz@giuntalaw.com The Debtor is represented by Allan D. NewDelman, Esq., in Phoenix, Arizona. About Emerald Isle Emerald Isle Partners, L.L.C. filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 15-15165) on Nov. 30, 2015. The petition was signed by Patrick J. Murphyk as authorized representative. The Debtor listed total assets of $10 million and total liabilities of $423,200. Allan D Newdelman PC represents the Debtor as counsel. Judge Madeleine C. Wanslee is assigned to the case. EMERALD OIL: Hires BDO USA as Accountant and Auditor ---------------------------------------------------- Emerald Oil, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ BDO USA, LLP as accountant and auditor to the Debtors, nunc pro tunc to April 1, 2016. Emerald Oil requires BDO USA to: a. perform an audit of the consolidated financial statements of the Debtors for the year ended December 31, 2015; b. perform reviews of the unaudited condensed quarterly consolidated financial statements to be included in Forms 10-Q filed with the SEC and to be submitted to stockholders for the quarters ending March 31, June 30, and September 30, 2016; and the unaudited financial information for the quarter ending December 31, 2015 to be included in an unaudited note to the annual consolidated financial statements to be included in the Form 10-K; c. perform services associated with SEC registration statements, periodic reports, and other documents filed with the SEC, or other documents issued in connection with the securities offerings (e.g. comfort letters, consents), and assistance in responding to SEC comment letters; and d. perform consultations on accounting matters, including bankruptcy accounting matters. BDO USA will be paid at these hourly rates: Title Rate Per Hour Partners $535-$750 Senior Managers $300-$400 Managers $250-$300 Seniors $180-$250 Experienced Associates $140-$180 Associates $125-$140 BDO USA will also be reimbursed for reasonable out-of-pocket expenses incurred. Patrick Little, partner in the firm of BDO USA, 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. BDO USA LLP can be reached at: Patrick Little BDO USA LLP 2929 Allen Parkway, 20th Floor Houston, TX 77019 Tel: (713) 960-1706 About Emerald Oil Emerald is a Denver-based independent exploration and production company that is focused on acquiring acreage and developing wells in the Williston Basin of North Dakota. Emerald Oil, Inc., Emerald DB, LLC, Emerald NWB, LLC, Emerald WB LLC and EOX Marketing, LLC filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10704 to 16-10708) on March 22, 2016. Ryan Smith signed the petitions as chief financial officer. The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, Intrepid Financial Partners, LLC as investment banker, Opportune LLP as restructuring advisor and Donlin Recano & Company, Inc., as claims and noticing agent. Judge Kevin Gross has been assigned the cases. ENERGY & EXPLORATION: Lease Decision Date Extended to July 5 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, extended through and including July 5, 2016, the deadline for Energy & Exploration Partners, Inc., et al., to assume or reject real property leases, including oil and gas, office and equipment leases. According to the Debtors, since the Petition Date, they have been in involved in extensive negotiations with their prepetition lenders, convertible noteholders and Official Committee of Unsecured Creditors on the terms of a consensual chapter 11 plan so that the Debtors can exit bankruptcy on an expedited basis. Now that those agreements have been secured and the terms of the Plan have been negotiated, the Debtors have turned their focus to their business operations, including the leases they intend to assume or reject. The Debtors said the assumptions and rejections in the plan supplement can be modified by the Debtors and will not take effect until the Plan's effective date, which is anticipated to be no later than May 13, 2016. Accordingly, under the Debtors' circumstances, an extension of the Assumption/Rejection Deadline is appropriate. The Debtor is represented by: William A. (Trey) Wood III, Esq. BRACEWELL LLP 711 Louisiana, Suite 2300 Houston, TX 77002 Tel: (713) 223-2300 Fax: (713) 221-1212 E-mail: Trey.Wood@bracewelllaw.com -- and -- Jennifer Feldsher, Esq. BRACEWELL LLP 1251 Avenue of Americas New York, NY 10020-1104 Tel: (212) 508-6100 Fax: (212) 404-3970 E-mail: Jennifer.Feldsher@bracewelllaw.com About Energy & Exploration Energy & Exploration Partners, Inc., Energy & Exploration Partners, LLC and Energy & Exploration Partners Operating GP, LLC filed Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Proposed Lead Case No. 15-44931) on Dec. 7, 2015. John R. Castellano Signed the petition as interim chief financial officer. Judge Russell F. Nelms has been assigned the case. The Debtors own approximately 61,323 net acres in Texas and Wyoming. In Texas, the Debtors' operations are located throughout Madison, Grimes, Leon, Houston and Walker Counties, where the Debtors are pursuing opportunities in the Buda-Rose stacked comingled play, the Woodbine sandstone, the Eagle Ford shale and other stacked formations in the region. As of the Petition Date, the Debtors employ approximately 59 people across their various operations. The Debtors have engaged Bracewell & Giuliani, LLP as counsel, Evercore Group LLC as financial advisor, AP Services, LLC as restructuring advisor, Ernst & Young as tax advisor, Hein & Associates as independent auditor and Prime Clerk LLC as notice, claims and balloting agent. The U.S. Trustee has appointed the following creditors to the Official Committee of Unsecured Creditors: (1) U.S. Bank National Association c/o Diana Jacobs 1420 Fifth Avenue 7th Floor Seattle, WA 98101 (206) 344-4680 Diana.Jacobs@usbank.com (2) Cactus Pipe & Supply, LLC c/o Jason Bender One Greenway Plaza, Ste. 325 Houston, TX 77046 832-426-4343 713-529-7258 – fax jbender@cactuspipe.com (3) Chesapeake Exploration LLC c/o Kyle Buchanan 6100 North Western Avenue Oklahoma City, OK 73118 405-935-2059 405-849-2059 – fax Kyle.buchanan@chk.com (4) Horizon Mud Co., Inc. c/o Luke Blackwell 500 W. Wall Street, Suite 200 Midland, Texas 79702 (432) 687-1171 lblackwell@horizonmud.com (5) R. R. Donnelley c/o Dan Pevonka 4101 Winfield Road Warrenville, IL 60555 630-322-6931 630-322-6034 – fax Dan.Pevonka@rrd.com The Committee retained Arent Fox LLP and Cole Schotz as attorney, FTI Consulting, Inc., as Financial Adviser, * * * Under Energy & Exploration Partners, Inc., et al.'s First Amended Plan of Reorganization, holders of Class 5 - General Unsecured Claims are projected to recover 4.6% of their total allowed claims. The Debtors, on the Effective Date, will transfer $2,250,000 to the Creditor Trust, which amount will be used to (a) administer the Credit Trust Assets for the benefit of Holders of Allowed General Unsecured Claims and pay all Creditor Trust Expenses; and (b) to fund distributions to Holders of Class A Interests. The U.S. Bankruptcy Court for the Northern District of Texas on April 26 issued Findings of Fact, Conclusions of Law, and Order confirming the Chapter 11 plan filed by consolidated debtors Energy & Exploration Partners Operating, LP, Energy & Exploration Partners, Inc., Energy & Exploration Partners, LLC, and Energy & Exploration Partners Operating GP, LLC. ENERGY & EXPLORATION: Schedules $223M in Assets, $1.19B in Debt --------------------------------------------------------------- Energy & Exploration Partners, Inc. disclosed $222,738,788 in assets and $ in liabilities in its schedules of assets and liabilities: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $0 B. Personal Property $222,738,788 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $776,515,825 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $412,848,397 -------------- -------------- TOTAL $222,738,788 $1,189,364,222 A copy of the company's schedules is available without charge at http://is.gd/Xipodj About Energy & Exploration Energy & Exploration Partners, Inc., Energy & Exploration Partners, LLC and Energy & Exploration Partners Operating GP, LLC filed Chapter 11 bankruptcy petitions (Bankr. N.D. Tex. Proposed Lead Case No. 15-44931) on Dec. 7, 2015. John R. Castellano signed the petition as interim chief financial officer. Judge Russell F. Nelms has been assigned the case. The Debtors own approximately 61,323 net acres in Texas and Wyoming. In Texas, the Debtors' operations are located throughout Madison, Grimes, Leon, Houston and Walker Counties, where the Debtors are pursuing opportunities in the Buda-Rose stacked comingled play, the Woodbine sandstone, the Eagle Ford shale and other stacked formations in the region. As of the Petition Date, the Debtors employ approximately 59 people across their various operations. The Debtors have engaged Bracewell & Giuliani, LLP as counsel, Evercore Group LLC as financial advisor, AP Services, LLC as restructuring advisor, Ernst & Young as tax advisor, Hein & Associates as independent auditor and Prime Clerk LLC as notice, claims and balloting agent. * * * Under Energy & Exploration Partners, Inc., et al.'s First Amended Plan of Reorganization, holders of Class 5 - General Unsecured Claims are projected to recover 4.6% of their total allowed claims. The Debtors, on the Effective Date, will transfer $2,250,000 to the Creditor Trust, which amount will be used to (a) administer the Credit Trust Assets for the benefit of Holders of Allowed General Unsecured Claims and pay all Creditor Trust Expenses; and (b) to fund distributions to Holders of Class A Interests. ENERGY CONVERSION: Court Narrows Trustee's Claims v. Morelli ------------------------------------------------------------ In the adversary proceeding captioned JOHN MADDEN, LIQUIDATION TRUSTEE, Plaintiff, v. MARK MORELLI, Defendant, Adv. Pro. No. 13-4958 (Bankr. E.D. Mich.), Judge Thomas J. Tucker of the United States Bankruptcy Court for the Eastern District of Michigan, Southern Division, granted summary judgment in part for each party, and denied summary judgment to each party in part. The plaintiff John Madden, the liquidation trustee, sought to avoid two transfers totaling $1.3 million, and recover that amount from the defendant Mark Morelli, plus interest. The case raised several issues, including issues about the "insolvency" element of Madden's preference claim under 11 U.S.C. section 547(b)(3); application of the "more than" element of Madden's preference claim under 11 U.S.C. section 547(b)(5); and Morelli's affirmative defenses to preference avoidance under 11 U.S.C. sections 547(c)(1) (contemporaneous new value) and 547(c)(2)(ordinary course of business). The parties filed cross-motions for summary judgment. Judge Tucker granted summary judgment in part for each party, and denied summary judgment to each party in part. The judge held that Madden cannot avoid either of the transfers at issue as a fraudulent transfer, nor can Madden avoid, as a preferential transfer under 11 U.S.C. section 547, the first of the two transfers, made on May 27, 2011 in the amount of $583,270. What survived for trial is Madden's claim to avoid, as a preferential transfer under section 547, the second transfer made to Morelli on December 9, 2011 in the amount of $703,800. As to that claim, the Judge Tucker's opinion and order substantially narrowed the issues for trial, under Fed. R. Civ. P. 56(g), and trial will be limited to specific issues relating to Tucker's "more than" element under section 547(b)(5). The bankruptcy case is In re: ENERGY CONVERSION DEVICES, INC., et al., Chapter 11, Debtors, Case No. 12-43166, (Jointly Administered) (Bankr. E.D. Mich.). A full-text copy of Judge Tucker's April 15, 2016 opinion is available at http://is.gd/ys1Kjpfrom Leagle.com. John Madden is represented by: Robert S. Hertzberg, Esq. James D. VandeWyngearde, Esq. Lesley S. Welwarth, Esq. 4000 Town Center, Suite 1800 Southfield, MI 48075-1505 Tel: (248)359-7300 Fax: (248)359-7700 Email: hertzberg@pepperlaw.com vandewyj@pepperlaw.com welwarth@pepperlaw.com Mark Morelli is represented by: David G. Dragich, Esq. Amanda Carol Vintevoghel, Esq. 17000 Kercheval Avenue, Suite 210 Gross Pointe, MI 48230 Tel: (313)886-4550 Fax: (313)221-9612 Email: ddragich@dragichlaw.com avintevoghel@dragichlaw.com About Energy Conversion Energy Conversion Devices -- http://energyconversiondevices.com/ -- has a renowned 51 year history since its formation in Detroit, Michigan and has been a pioneer in materials science and renewable energy technology development. The company has been awarded over 500 U.S. patents and international counterparts for its achievements. ECD's United Solar wholly owned subsidiary has been a global leader in building-integrated and rooftop photovoltaics for over 25 years. The company manufactures, sells and installs thin-film solar laminates that convert sunlight to clean, renewable energy using proprietary technology. ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No. 12-43166) on Feb. 14, 2012. Judge Thomas J. Tucker presides over the case. Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in Detroit, Michigan, represent the Debtor as counsel. The Debtor estimated assets and debts of between $100 million and $500 million as of the petition date. The petition was signed by William Christopher Andrews, chief financial officer and executive vice president. Affiliate United Solar Ovonic LLC filed a separate Chapter 11 petition on the same day (Bankr. E.D. Mich. Case No. 12-43167). Affiliate Solar Integrated Technologies, Inc., filed a petition for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 12-43169). An official committee of unsecured creditors has been appointed in the case. Foley and Lardner, LLP represents the Committee. Scouler & Company, LLC, serves as financial advisor. The company had estimated in court papers that it was worth $986 million, based on nearly $800 million of investment in the manufacturing unit. The Debtors canceled an auction to sell USO as a going concern and discontinued the court-approved sale process after failing to receive an acceptable qualified bid by the bid deadline. Quarton Partners served as the companies' investment banker. The Debtors also hired auction services provider Hilco Industrial to prepare for an orderly sale of the companies' assets. In August 2012, the Debtors won confirmation of their Second Amended Chapter 11 Plan of Liquidation. The Plan was declared effective in September 2012. Under the Plan, unsecured creditors owed up to $337 million in claims were to expect a recovery between 50.1% and 59.3%. The Plan creates a trust to sell remaining assets and distribute proceeds in the order of priority laid out in bankruptcy law. ENERGY FUTURE: Marathon's Suit vs. Wilmington Dismissed ------------------------------------------------------- Judge Christopher S. Sontchi of the United States Bankruptcy Court for the District of Delaware dismissed in its entirety the adversary proceeding captioned MARATHON ASSET MANAGEMENT, LP, POLYGON CONVERTIBLE OPPORTUNITY MASTER FUND, and POLYGON DISTRESSED OPPORTUNITIES MASTER FUND, Plaintiffs, v. WILMINGTON TRUST, N.A., as First Collateral Agent and First Lien Administrative Agent; ANGELO GORDON & CO., LP, APOLLO ADVISORS VII, L.P., and BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISOR (CANADA, L.P.; and JOHN DOE #1 Through JOHN DOE #10, Defendants, Adv. Pro. No: 15-51917 (CSS) (Bankr. D. Del.). The adversary proceeding involves two distinct lender groups of TCEH First Lien Creditors: (i) a sub-set of lenders that contributed to the Deposit L/C Loan Collateral Account and (ii) first lien lenders that did not. The plaintiffs, lenders who did participate in the Deposit L/C Loan Collateral Account loan, sought declaratory judgment that the Deposit L/C Loan Facility Lenders have priority in the Deposit L/C Loan Collateral Account. The defendants, lenders who did not contribute funds into this specific account, moved to dismiss the complaint, arguing that neither the Intercreditor Agreement nor the Credit Agreement, among other documents, provide the priority that the plaintiffs are seeking. Judge Sontchi found that neither the Intercreditor Agreement nor the Credit Agreement provides the Deposit L/C Loan Facility Lenders with priority in the Deposit L/C Loan Collateral Account. Furthermore, Judge Sontchi found that there are no amendments that could be made to the complaint to assert such a priority. The bankruptcy case is In re: ENERGY FUTURE HOLDINGS CORP., et al., Chapter 11, Debtors, Case No. 14-10979 (CSS) (Jointly Administered) (Bankr. D. Del.). A full-text copy of Judge Sontchi's April 12, 2016 opinion is available at http://is.gd/wkcx57from Leagle.com. Energy Future Holdings Corp., Debtor, represented by Joseph Charles Barsalona, II -- barsalona@rlf.com -- Richards, Layton & Finger, P.A., Iskender H. Catto, McDermott Will & Emery LLP, Kevin Chang -- kevin.chang@kirkland.com -- Kirkland & Ellis LLP, Richard M. Cieri, Kirkland & Ellis LLP, Mark D. Collins -- collins@rlf.com -- Richards, Layton & Finger, P.A., Cormac T. Connor -- cormac.connor@kirkland.com -- Kirkland & Ellis LLP, Daniel J. DeFranceschi -- defranceschi@rlf.com -- Richards, Layton & Finger, Thomas F. Driscoll, III -- tdriscoll@bifferato.com -- Bifferato LLC, Michael P. Esser -- michael.esser@kirkland.com -- Kirkland & Ellis LLP, Michael A. Firestein -- mfirestein@proskauer.com -- Proskauer Rose LLP,Jonathan F. Ganter -- jonathan.ganter@kirkland.com -- Kirkland & Ellis LLP, Emily E. Geier -- emily.geier@kirkland.com -- Kirkland & Ellis LLP, P. Stephen Gidiere, III -- sgidiere@balch.com -- Balch & Bingham LLP, Jeremy L. Graves -- jgraves@gibsondunn.com -- GIBSON DUNN & CRUTCHER LLP, William Guerrieri -- will.guerrieri@kirkland.com -- Kirkland & Ellis LLP,Stephen E. Hessler -- stephen.hessler@kirkland.com -- Kirkland & Ellis LLP, Richard U.S. Howell -- richard.howell@kirkland.com -- Kirkland & Ellis LLP, Chad J. Husnick -- chad.husnick@kirkland.com -- Kirkland & Ellis, LLP, Christopher W. Keegan -- chris.keegan@kirkland.com -- Kirkland & Ellis LLP, Natalie Hoyer Keller -- natalie.keller@kirkland.com -- Kirkland & Ellis, LLP, Marc Kieselstein -- marc.kieselstein@kirkland.com -- Kirkland & Ellis, LLP, David M. Klauder, Bielli & Klauder, LLC,Jason M. Madron, Richards, Layton & Finger, P.A., Jeff J. Marwil, Proskauer Rose LLP, Todd F. Maynes -- todd.maynes@kirkland.com -- Kirkland & Ellis LLP, Andrew McGaan -- andrew.mcgaan@kirkland.com -- Kirkland & Ellis LLP, Mark E. McKane, Esq. -- mark.mckane@kirkland.com -- Kirkland & Ellis LLP,Bridget K. O'Connor -- bridget.oconnor@kirkland.com -- Kirkland & Ellis LLP, Matthew E. Papez -- matthew.papez@kirkland.com -- Kirkland & Ellis LLP, Michael A. Petrino -- michael.petrino@kirkland.com -- Kirkland & Ellis LLP, William T. Pruitt -- william.pruitt@kirkland.com -- Kirkland & Ellis LLP, Michael L. Raiff, Gibson Dunn & Crutcher LLP, Lary Alan Rappaport, Proskauer Rose LLP, Jeremy L. Retherford, Balch & Bingham LLP, Brenton Rogers, Kirkland & Ellis LLP, Michael A. Rosenthal, Gibson Dunn & Crutcher LLP, Edward O. Sassower, Kirkland & Ellis LLP,Brian Schartz, Kirkland & Ellis LLP, Tyler D. Semmelman, Richards, Layton & Finger, P.A., Steven N. Serajeddini, Kirkland & Ellis LLP,Anthony V. Sexton, Kirkland & Ellis LLP, Michael B. Slade, Kirkland & Ellis LLP, Justin Sowa, Kirkland & Ellis LLP, James H.M. Sprayregen, Kirkland & Ellis LLP, Bryan M. Stephany, Kirkland & Ellis LLP, Anna Terteryan, Kirkland & Ellis LLP, Mark K. Thomas, Proskauer Rose LLP, W. Clark Watson, Balch & Bingham LLP, Aparna Yenamandra, Kirkland & Ellis LLP,Peter Jonathon Young, Proskauer Rose LLP. United States Trustee, U.S. Trustee, represented by Richard L. Schepacarter, Office of the United States Trustee, U. S. Department of Justice, Andrea Beth Schwartz, U.S. Department of Justice - Office of the U.S. Trustee. The Official Committee of Unsecured Creditors, Creditor Committee, represented by Elizabeth Blakely, Polsinelli PC, Justin K. Edelson, Polsinelli PC, Todd M. Goren, Morrison & Foerster LLP, Daniel J. Harris, Morrison & Foerster LLP, William M. Hildbold, Morrison & Foerster LLP,Thomas A. Humphreys, Morrison & Foerster LLP, Shanti M. Katona, Polsinelli PC, Charles L. Kerr, Morrison & Foerster LLP, J. Alexander Lawrence, Morrison & Foerster LLP, Jennifer Marines, Morrison & Foerster LLP, Lorenzo Marinuzzi, Morrison & Foerster LLP, Brett H. Miller, Morrison & Foerster LLP, James Michael Peck, Schulte Roth & Zabel LLP, Anthony Princi, Morrison & Forester LLP, Erica J. Richards, Morrison & Forester LLP, Kayvan B. Sadeghi, Morrison & Forester LLP,Jarrett Vine, Polsinelli PC, Christopher A. Ward, Polsinelli PC. The Official Committee of Unsecured Creditors of Energy Future Holdings Corp., Energy Future Intermediate Holding Company, LLC, EFIH Finance, Inc., and EECI, Inc. (EFH Committee), The Official Committee of Unsecured Creditors of Energy Future Holdings Corp., Energy Future Intermediate Holding Company, LLC, EFIH Finance, Inc., and EECI, Inc. (EFH Committee) , Creditor Committee, represented by Adam R. Brebner, Sullivan & Cromwell LLP, Andrew Dietderich, Sullivan & Cromwell LLP,Mark Andrew Fink, Montgomery, McCracken, Walker & Rhoads, Robert J. Giuffra, Jr., Sullivan & Cromwell LLP, Brian D. Glueckstein, Sullivan & Cromwell LLP, Steven L. Holley, Sullivan & Cromwell LLP, Alexa Kranzley, Sullivan & Cromwell LLP, Kimberly Ellen Connolly Lawson, Reed Smith LLP, Sidney S. Liebesman, Montgomery McCracken Walker & Rhoads, LL,Natalie D. Ramsey, Montgomery McCracken Walker & Rhoads, LL, Mark F. Rosenberg, Sullivan & Cromwell LLP, Mark B. Sheppard, Montgomery McCracken Walker, et al, Michael H. Torkin, Sullivan & Cromwell LLP,Davis Lee Wright, Montgomery McCracken Walker & Rhoads LLP, David R. Zylberberg, Sullivan & Cromwell LLP. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a Portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of only of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. FAIRWAY GROUP: Case Summary & 40 Largest Unsecured Creditors ------------------------------------------------------------ Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Fairway Group Holdings Corp. 16-11241 dba Fairway Fairway Market Fairway - Like No Other Market Fairway Como Ningún Otro Mercado The World's Greatest Food Store The World's Greatest Wines & Spirits Store Fairway Cafe Fairway Cafe & Steakhouse Fairway Wines & Spirits Fairway Wines 2284 12th Avenue New York, NY 10027 Fairway Group Acquisition Company 16-11242 Fairway Bakery LLC 16-11243 Fairway Broadway LLC 16-11244 Fairway Chelsea LLC 16-11245 Fairway Construction Group, LLC 16-11246 Fairway Douglaston LLC 16-11247 Fairway East 86th Street LLC 16-11248 Fairway eCommerce LLC 16-11249 Fairway Greenwich Street LLC 16-11251 Fairway Group Central Services LLC 16-11252 Fairway Hudson Yards LLC 16-11254 Fairway Georgetowne LLC 16-11250 Fairway Group Plainview LLC 16-11253 Fairway Kips Bay LLC 16-11255 Fairway Nanuet LLC 16-11256 Fairway Paramus LLC 16-11257 Fairway Pelham LLC 16-11258 Fairway Pelham Wines & Spirits LLC 16-11259 Fairway Red Hook LLC 16-11260 Fairway Stamford LLC 16-11261 Fairway Stamford Wines & Spirits LLC 16-11262 Fairway Staten Island LLC 16-11263 Fairway Uptown LLC 16-11264 Fairway Westbury LLC 16-11265 Fairway Woodland Park LLC 16-11266 Type of Business: Food Retailer Chapter 11 Petition Date: May 2, 2016 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtors' Counsel: Ray C. Schrock, P.C. Matthew S. Barr, Esq. Sunny Singh, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 E-mail: ray.schrock@weil.com matt.barr@weil.com sunny.singh@weil.com Debtors' Special Corporate Counsel: NORTON ROSE FULBRIGHT US LLP Debtors' Conflicts Counsel: CURTIS, MALLET-PREVOST, COLT & MOSLE LLP Debtors' Financial Advisor: ALVAREZ & MARSAL Detors' Claims and Noticing Agent: PRIME CLERK LLC Total Assets: $230.17 million as of April 3, 2016 Total Debts: $386.71 million as of April 3, 2016 The petitions were signed by Edward C. Arditte, co-president and chief financial officer. Consolidated List of Debtors' 40 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ United Natural Foods, Inc. Trade Debt $1,438,566 Attn: Joseph Traficanti, Esq., 313 Iron Horse Way Providence, Rhode Island 02908 Tel: 401-528-8634x32301 E-mail: Jtraficanti@Unfi.Com Douglaston Shopping Maintenance $719,874 Center Owner, LLC Attn: Tamika Jenkins 150 East 58th Street, Penthouse New York, NY 10155 Tel: 646-214-0254 Kehe Distributors Trade Debt $527,485 Holdings, LLC Attn: Ron Oradat 12740 Gran Bay Parkway West Suite 2200 Jacksonville, FL 32258 Tel: 800-229-0235 E-mail: Ron.Oradat@Kehe.Com Bunzl New Jersey Trade Debt $496,439 Attn: Fred Rasmussen 27 Distribution Way Monmouth Junction Monmouth Dayton, NJ 08810 Tel: 732-821-7000 E-mail: Fred.Rasmussen@Bunzlusa.Com Con Edison Utility $388,684 Attn: General Counsel 4 Irving Place New York, NY 10003 Tel: 212-780-6766 J & J Farms Creamery Co, Inc. Trade Debt $354,336 Attn: Simon Friedman 5748 49th St Maspeth, NY 11378 Tel: 718-821-1200 US Foodservice Trade Debt $336,774 Attn: Jeffrey Hatcher 1051 Amboy Avenue Perth Amboy, NJ 8861 Tel: 732-934-3318 E-mail: Jeffrey.Hatcher@Usfoods.Com Direct Energy Marketing Inc. Utility $331,205 Attn: Customer Service Manager 1001 Liberty Avenue, Suite 1200 Pittsburgh, PA 15222 Tel: 888 925 9115 E-mail: Customerrelations@Directenergy.Com Revionics, Inc. Trade Debt $325,000 Attn: Marc Hafner 2998 Douglas Blvd. Suite 350 Roseville, CA 95661 Tel: 916-677-5460 E-mail: Marc.Hafner@Revionics.Com Retalix USA Trade Debt $308,887 Attn: Gary Lowen 6100 Tennyson Parkway, Ste 150 Plano, TX 75024 Tel: 732 207 2160 E-mail: Gary.Lowen@Ncr.Com Real Coffee Roasters LLC Trade Debt $239,087 Attn: Mitchel Margulis, Owner 129 9th Street Brooklyn, NY 11215 Tel: 347-335-0751 E-mail: Info@Stonestreetcoffee.Com Blue Ribbon Fish Co., Inc. Trade Debt $214,255 E-mail: Blueribbonfish@Verizon.Net Red Hook Green Power, LLC Utility $198,658 Century Link Trade debt $169,960 Valesco Trading Trade Debt $130,194 E-mail: Aos@Valescotrading.Com Manetto Hills Associates 116 Inc. Real Estate $123,013 Taxes Setton International Foods Trade Debt $119,565 Southern Wine & Spirits Of Trade Debt $104,615 New York Inc. Gourmet Guru Trade Debt $102,609 E-mail: Jeff.lichtenstein@Gourmetgurunyc.com Exotic Gourmet Corp. Trade Debt $102,113 E-mail: Info@Exoticgourmetsnacks.Com Union Beer Distributors Trade Debt $100,361 E & M Ice Cream Corp. Trade Debt $100,003 Olis De Cataluyna Trade Debt $95,731 Dora's Natural, Inc. Trade Debt $92,099 Daniello Carting Company Trade Debt $91,328 Nassau Candy Trade Debt $86,655 E-mail: Les.Stier@Nassaucandy.Com Eli's Bread Corp. Trade Debt $86,613 E-mail: Ezabar@Elizabar.Com Clark Printing Trade Debt $83,874 E-mail: Cecelia@Clarkprintinginc.Com Brescome Barton Inc. Trade Debt $83,577 Maplebear Inc. Trade Debt $83,498 First International Trade Debt $76,144 Health Foods Pandora Media Inc. Trade Debt $75,061 E-mail: Ar@Pandora.Com CMI Services Corp Trade Debt $71,121 Cream-O-Land Dairies LLC Trade Debt $67,632 E-mail: Jschneier@Creamoland.Com A. Fodera & Son, Inc. Trade Debt $65,184 Coca Cola Bottling Company Trade Debt $64,401 World's Best Cheeses Trade Debt $62,971 Stcr Business Systems, Inc. Trade Debt $57,822 E-mail: Mckenziet@Stcr.Com Manhattan Beer Dist., Inc. Trade Debt $57,558 Cyrusone LLC Trade Debt $57,552 FAIRWAY GROUP: Files Chapter 11 to Facilitate Restructuring ----------------------------------------------------------- Fairway Group Holdings Corp., the parent company of Fairway Market, the iconic New York food retailer that offers customers a differentiated one-stop shopping experience "Like No Other Market", on May 3 disclosed that the Company has reached an agreement with its senior secured lenders holding more than 70% of the Company's senior secured debt on the terms of a reorganization that will eliminate approximately $140 million of senior secured debt and provide financing to restructure the Company's balance sheet. To implement the agreed upon restructuring, Fairway Group Holdings Corp and certain of its subsidiaries ("Fairway") have filed a Joint Prepackaged Chapter 11 Plan of Reorganization ("Prepackaged Plan") and filed voluntary petitions for protection under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The Company intends to use the Chapter 11 process to facilitate a financial restructuring designed to restore Fairway to long-term financial health while continuing to operate in the normal course of business without interruption. In accordance with the Prepackaged Plan, holders of general unsecured claims, including suppliers, employees, unions and all other trade creditors will receive payment in full on account of existing obligations in the ordinary course of business. Further, the five collective bargaining agreements between Fairway and each of the unions will be assumed under the Prepackaged Plan and remain in full force and effect. All of the Company's outstanding shares of common stock will be cancelled pursuant to the Prepackaged Plan with no distribution to holders thereof. As a part of the Prepackaged Plan, the Company entered into an agreement with certain holders of the Company's senior secured loans. Supporting lenders agreed to vote in favor of the Company's Prepackaged Plan and exchange their loans for common equity and $84 million of debt of the reorganized company. All other prepetition creditors will not be impaired and will be paid in in the ordinary course. Successful implementation of the proposed plan would result in a substantial conversion into equity of the Company's $279 million of senior secured loans. In conjunction with its filing, the Company is seeking approval to enter into a $55 million superpriority secured debtor-in-possession ("DIP") credit facility and a $30.6 million letter of credit facility to cover outstanding letters of credit, which will be provided by certain of the Company's existing senior secured lenders. The proposed DIP financing will help support Fairway's reorganization plans and enable normal post-petition operation of its business, including timely payment of employee wages, benefits and other obligations on an uninterrupted basis. In addition, the Company has also secured a commitment from its current lenders to convert the amounts extended under the DIP loan to an exit loan. The Company has also filed a number of customary first day motions with the Bankruptcy Court to support ongoing operations. "We believe that implementing this Prepackaged Plan is the best opportunity for Fairway to restructure its balance sheet on an expedited basis, strengthen its operations, retain jobs and create long-term value, while continuing to provide customers with the best food experience in the greater New York area," said Jack Murphy, Chief Executive Officer. "Over 80 years ago, Fairway started as a fresh fruit and veggie stand at the corner of 74 [th] & Broadway. It grew into the greatest food store in the country. Fairway is famous for apples stacked to the ceiling, olives straight from Italy, New York style bagels, hand sliced smoked salmon, prime beef and specialty imports. Nobody slices a fish or boils a bagel like us. Nobody." The Company expects no interruptions to customer service throughout the process. Consumers can continue to purchase Fairway's products at one of their 15 stores, 4 Wine and Spirits stores or Manhattan residents can shop online at https://shop.fairwaymarket.com/ Vendors and other stakeholders can obtain additional information about the reorganization by visiting https://cases.primeclerk.com/fairway or by calling (844) 597-1421. During the Chapter 11 process, the Company expects to pay for purchases of goods and services in the ordinary course of business. Fairway's legal advisor is Weil, Gotshal & Manges LLP. Dennis Stogsdill of Alvarez & Marsal North America LLC, has been appointed Chief Restructuring Officer for the Company during the chapter 11 cases. Norton Rose Fulbright US LLP is special corporate counsel to Fairway. The Company's senior secured lenders are being advised by King & Spalding LLP, as legal counsel, and Moelis & Company LLC as financial advisor. About Fairway Group New York-based Fairway Group Holdings Corp. operates in the retail food industry, selling fresh, natural and organic products, prepared foods and hard-to-find specialty and gourmet offerings along with a full assortment of conventional groceries. The company operates 15 stores in the Greater New York metropolitan area, four of which include Fairway Wine & Spirits locations. The Troubled Company Reporter, on Feb. 22, 2016, reported that Moody's Investors Service downgraded Fairway Group Acquisition Company's Corporate Family Rating to Caa2 from Caa1 and its Probability of Default Rating to Caa2-PD from Caa1-PD. Moody's also downgraded the rating for Fairway's $267 million senior secured term loan and $40 million senior secured revolving credit facility to Caa2 from Caa1. Fairway's speculative grade liquidity rating was affirmed at SGL- 4. The outlook remains negative. "Fairway's operating performance and liquidity continues to be weak and we expect the company to breach it's financial covenants in the fourth quarter ending April 3, 2016," Moody's Senior Analyst Mickey Chadha stated. "Although Fairway can exercise equity cure rights or seek some form of covenant relief from lenders to avoid default, any such cure or relief without the larger capital infusion that the company is actively exploring would only be temporary as its current capital structure is unsustainable and could result in some form of distressed exchange", Mr. Chadha further stated. FAIRWAY GROUP: Files for Ch. 11 Bankruptcy with Prepackaged Plan ---------------------------------------------------------------- Saddled with significant debt obligations, Fairway Group Holdings Corp. and its affiliates each commenced with the U.S. Bankruptcy Court for the Southern District of New York a voluntary case under Chapter 11 of the Bankruptcy Code. For the nine months ended Dec. 27, 2015, the unaudited consolidated financial statements of Fairway reflected total revenues of approximately $565 million and a net loss of approximately $36 million. As of Dec. 27, 2015, Fairway's unaudited consolidated financial statements reflected assets totaling approximately $346 million and liabilities totaling approximately $397 million. As of the Petition Date, the Debtors owe their secured term loan lenders approximately $279 million under a credit agreement dated Feb. 14, 2013. The Credit Agreement mandates recurring interest and amortization payments. As of April 1, 2016, the maximum total leverage ratio covenant contained in the Credit Agreement stepped down from 6.0:1 to 5.75:1, as disclosed in Court documents. "These factors have significantly limited the financial flexibility that Fairway requires to invest in their business and, as a result, Fairway has started to fall behind its competitors with respect to technology and other related areas -- placing Fairway at a competitive disadvantage when compared to its traditional and non-traditional peers," according to Dennis Stogsdill, managing director with Alvarez & Marsal North America, LLC, the Debtors' financial advisor. Fairway said it has implemented a number of initiatives to address changing market conditions since late 2014. However, due to Fairway's burdensome secured debt obligations, it was unable to invest in certain capital improvements and marketing activities it believes to be necessary to effectively compete in the "highly-competitive" New York metropolitan area food retail market. According to the Debtors, they also conducted an extensive process to sell the company or raise additional capital to invest in the business with the assistance of their investment bankers, Greenhill & Co., LLC, but no acceptable proposals were put forward. Restructuring Support Agreement In light of the unsuccessful process coupled with Fairway's unsustainable level of secured debt, in February 2016, Fairway commenced negotiations and discussions with an informal group of its Senior Secured Lenders in parallel with the continuation of the capital raise and sale process. Subsequently, Fairway has reached an agreement with its senior secured lenders holding more than 70% of the Company's senior secured debt on the terms of a reorganization that will eliminate approximately $140 million of senior secured debt and provide financing to restructure the Company's balance sheet. The Consenting Creditors holding more than 70% in amount of Secured Loan Claims already have submitted their votes to accept the Prepackaged Plan. The solicitation period for the Prepackaged Plan will remain open for another 10 days until May 12, 2016. "The Prepackaged Plan and the commencement of these prepackaged chapter 11 cases are milestone achievements that will benefit Fairway and all of its stakeholders," said Mr. Stogsdill. "The reorganization transaction embodied in the Prepackaged Plan will right-size the Company's balance sheet and set Fairway on a path to emerge from bankruptcy as a leaner, healthier enterprise that is positioned to thrive and grow its iconic New York City brand." The Plan provides for a pure balance sheet restructuring that impairs the Senior Secured Lenders. All of the Debtors' other creditors, such as trade vendors, employees and landlords, are unimpaired under the Prepackaged Plan and will be satisfied in full in the ordinary course of business. Trade contracts and terms will be maintained. Collective bargaining agreements will be honored. Leases will be assumed. Store operations and quality customer service will continue in the ordinary course without interruption. Given that the Debtors' Senior Secured Lenders are agreeing to compromise their claim, the Debtors' existing equity will be cancelled upon emergence. In exchange for the reduction and modification of the existing Secured Loan Claims in the amount of approximately $279 million, the Senior Secured Lenders will receive, on the Effective Date, a pro rata share of: * 90% of the ordinary shares of reorganized Holdings, subject to the issuance of up to 10% of New Common Stock by the new board of directors in its discretion to the reorganized Debtors' management team pursuant to a post-emergence management incentive plan; * a $45 million last out exit term loan, with Reorganized Acquisition as borrower, and each of the other Fairway entities, as guarantors, which will be secured by all of the assets of Fairway, subject to the terms of an amended and restated exit agreement; and * an unsecured subordinate term loan in an aggregate principal amount of $39 million, with Reorganized Holdings as borrower. None of the other Fairway entities will guarantee Reorganized Holdings' obligations under the Subordinated Holdco Loan. DIP Financing Certain Senior Secured Lenders are also providing debtor-in-possession financing to Fairway, subject to the Court's approval, in the amount of $55 million plus approximately a $30.6 million revolving credit facility, including letters of credit, to support the Company's working capital needs during the Chapter 11 cases and beyond. Upon emergence from bankruptcy, the DIP Loans will be converted into an exit facility on a first out senior secured basis and leave an estimated $42 million of cash and cash equivalents on Fairway's balance sheet to maintain operations and satisfy obligations in the ordinary course of business, and position Fairway for long term success. The DIP Lenders under the term loan will be entitled to a fee equal to 10% of the New Common Stock of Reorganized Holdings. While the DIP Loans are fully committed, all prepetition secured lenders have the opportunity to participate as lenders under the DIP facility. First Day Pleadings The Debtors have filed a number of "first day pleadings" designed to facilitate their transition into these Chapter 11 cases. The Debtors are seeking permission to, among other things, obtain postpetition financing, use cash collateral, use existing cash management system, pay prepetition trade claims, pay employee obligations, establish restrictions on certain transfers of interests and claims, and prohibit utility providers from discontinuing services. A copy of the declaration in support of the First Day Motions is available for free at: http://bankrupt.com/misc/4_FAIRWAY_Declaration.pdf About Fairway Headquartered in New York, Fairway Group Holdings Corp. is a food retailer offering customers a differentiated one-stop shopping experience "Like No Other Market". Fairway claims to have established itself as a leading food retailing destination in the Greater New York City metropolitan area, with stores that emphasize an extensive selection of fresh, natural and organic products, prepared foods and hard-to-find specialty and gourmet offerings, along with a full assortment of conventional groceries. Fairway operates 15 locations in the Greater New York City metropolitan area, including four Fairway Wines & Spirits locations. Seven Fairway stores are located in New York City and the remainder of Fairway's stores are located in New York (outside of New York City), New Jersey and Connecticut. Fairway Group, et al., filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Proposed Lead Case No. 16-11241) on May 2, 2016. The petitions were signed by Edward C. Arditte as co-president and chief financial officer. The Debtors have engaged Weil, Gotshal & Manges LLP as counsel, Norton Rose Fulbright US LLP as special corporate counsel, Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel, Alvarez & Marsal as financial advisor and Prime Clerk LLC as claims and noticing agent. FLOUR CITY BAGELS: Hires Kittel Branagan as Tax Consultant ---------------------------------------------------------- Flour City Bagels, LLC, sought and obtained permission from the U.S. Bankruptcy Court for the Western District of New York to employ Kittel Branagan & Sargent as tax consultant to the Debtor, nunc pro tunc to April 5, 2016. Flour City requires Kittel Branagan to prepare and file the Debtor's federal and New York State consolidated income tax returns for tax year 2015. Under the terms of the Engagement Letter and subject to the Court's permission, the Debtor has agreed to pay Kittel Branagan on an hourly basis for the services Kittel Branagan will provide. The total fees to be incurred in connection with the preparation and filing of the Debtor's 2015 income tax returns will be approximately $3,500. Kittel Branagan will also be reimbursed for reasonable out-of-pocket expenses incurred. Kittel Branagan holds a prepetition claim against the Debtor in the approximate amount of $1,866.24. To the best of the Debtor's 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. Kittel Branagan can be reached at: Kittel Branagan & Sargent 154 North Main Street St. Albans, Vermont 05478 Tel: (802) 524-9531 Fax (802) 524-9533 About Flour City Bagels Headquartered in Fairport, New York, Flour City Bagels, LLC, operates 32 bakeries that serve "New York Style" bagels, coffee, drinks, soups, salads, sandwiches, fresh fruit, and a variety of other related items. In 1993, the Debtor opened its commissary in Rochester, at which it produces bagels for sale at all of its 32 bakeries. The Debtor employs 425 people. Flour City Bagels, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 16-20213) on March 2, 2016, estimating both assets and debts in the range of $10 million to $50 million. Kevin Coyne, the manager, signed the petition. Judge Paul R. Warren is assigned the case. Bond, Schoeneck & King, PLLC and Buckley King serve as the Debtor's counsel. FOUR WELLS: Dismissal of Jointly Administered Ch. 11 Cases Affirmed ------------------------------------------------------------------- The United States Bankruptcy Appellate Panel for the Sixth Circuit affirmed in part and reversed in part the bankruptcy court's orders on the Dollar Bank, Federal Savings Bank's motion to dismiss the jointly administered Chapter 11 cases captioned In re: FOUR WELLS LIMITED (15-8020); CAPITAL L CORP. (15-8021); CIRCLE T FARM, INC. (15-8022); T X FOUR HOLDINGS, LLC (15-8023), Debtors, Nos. 15-8020, 15-8021, 15-8022, 15-8023 (Bankr. 6th Cir.). The appeal arose from the bankruptcy court's orders on the motion of Dollar Bank to dismiss the jointly administered Chapter 11 cases of Four Wells Limited, Circle T Farm, Inc., Capital L Corp., and T X Four Holdings, LLC. After a hearing at which the bankruptcy court did not take evidence, the court found that (1) the debtors were chronically late in filing their monthly operating reports and paying their quarterly fees to the United States Trustee; (2) there was no realistic likelihood of reorganization; and (3) the debtors filed and prosecuted their Chapter 11 cases in bad faith. The bankruptcy court dismissed the debtors' cases, and enjoined the debtors from filing another bankruptcy petition under any chapter of the Bankruptcy Code for a period of one (1) year. On appeal, the appellate panel affirmed the bankruptcy court's dismissal of the debtors' jointly administered Chapter 11 cases, and reversed and vacated the bankruptcy court's order to the extent it enjoins the debtors from filing a bankruptcy petition for a period of one year. A full-text copy of the Sixth Circuit's April 12, 2016 opinion is available at http://is.gd/QMpD5xfrom Leagle.com. Appellants are represented by: Michelle DiBartolo-Haglock, Esq. THOMAS TRATTNER & MALONE, LLC 1653 Merriman Road, Suite 203 Akron, OH 44313 Tel: (330)253-1500 Email: mdibartolo@ttmlaw.com Dollar Bank is represented by: Evan T. Byron, Esq. CHERNETT WASSERMAN, LLC Cleveland, OH Fifth Third Bank is represented by: Alan J. Statman, Esq. William B. Fecher, Esq. STATMAN, HARRIS & EYRICH, LLC Cincinnati, OH FREDDIE MAC: Blames 1st Quarter Loss on Derivatives Accounting -------------------------------------------------------------- Following days of speculation about whether Freddie Mac would need to make another draw under its Preferred Stock Purchase Agreement with the U.S. Treasury, the housing finance giant reported its first quarter results yesterday -- a $354 million net loss primarily attributable to accounting for derivatives and other hedging tools. As a result, Freddie Mac remains solvent and doesn't need more money from Treasury. Freddie received $72.3 billion from Treasury under the PSPA and has returned $98.2 billion to date. Because Freddie said the bulk of its latest quarterly loss is on account of what we think are vague derivatives and hedging losses, Troubled Company Reporter editors took the opportunity to examine Freddie's disclosures about its derivatives and hedging disclosures. Freddie discloses that it uses derivatives primarily to hedge interest-rate sensitivity mismatches between its financial assets and liabilities. "We analyze the interest-rate sensitivity of financial assets and liabilities on a daily basis across a variety of interest-rate scenarios based on market prices, models and economics. When we use derivatives to mitigate our exposures, we consider a number of factors, including cost, exposure to counterparty risk, and our overall risk management strategy," Freddie explains. Freddie classifies its derivatives into three categories: * Exchange-traded derivatives -- standardized interest-rate futures contracts and options on futures contracts; * Cleared derivatives -- interest-rate swaps that the U.S. Commodity Futures Trading Commission has determined are subject to the central clearing requirement of the Dodd-Frank Act; and * OTC derivatives -- derivatives that are neither exchange-traded derivatives nor cleared derivatives; and primarily uses these three types of derivative products: * LIBOR-based interest-rate swaps; * LIBOR- and Treasury-based options (including swaptions); and * LIBOR- and Treasury-based exchange-traded futures. Freddie makes these historical derivatives-related financial disclosures: (amounts shown in millions of U.S. dollars) Derivatives Notional or at Fair Value Derivative Accounting Contractual ------------------- Gain or Period Amount Assets Liabilities (Loss) ----------- ----------- ------ ----------- ---------- Quarter ending Mar. 31, 2016 $737,098 $814 ($1,632) ($4,561) Year ending Dec. 31, 2015 631,553 395 (1,254) (2,696) Year ending Dec. 31, 2014 607,040 822 (1,963) (8,291) Fannie attributes: (1) the $4.5 billion loss for the quarter ending Mar. 31, 2016, primarily to declines in the 10-year par swap rate of 54 basis points during the quarter; (2) the $2.6 billion loss for the year ending Dec. 31, 2015, primarily to longer-term interest rates declines; and (3) the $8.2 billion loss in 2014 primarily from the effect of a flattening of the yield curve. It's interesting to us to observe that: (A) the notional or contractual amount of Freddie's outstanding derivative instruments is climbing steadily; (B) Freddie's derivatives-related liabilities consistently exceed assets; and (C) derivatives activities always produce losses for Freddie. One person we talked to yesterday said trends (B) and (C) probably make sense given the steady decline in interest rates, but found trend (A) curious because Freddie's mortgage portfolios are intentionally shrinking. Another person, with intimate knowledge about pending shareholder litigation against the GSEs and the documents that became public in Fairholme v. U.S., Case No. 13-465 (Ct. Fed. Cl.), and Perry v. Lew, No. 14-5243 (D.C. Cir.), last month, suggested the numbers are likely being used to manufacture artificial losses the same way credit losses were overestimated by orders of magnitude in order to justify placing the GSEs into conservatorship in 2008 and deferred tax asset accounting was manipulated in 2012 to spin the Net Worth Sweep as something good and righteous. A third person told us that Freddie Mac and Fannie Mae are making uneconomic, unhealthy decisions that are poor for the business in the long run to manage the constraints of their zero capital buffer in the short run. That person's analysis of Freddie's latest earnings report concludes that Freddie either sold written down securities or figured out a way to reclassify them as available for sale. "When Freddie changed its 'other than temporary impairment' accounting," we were told yesterday, "the write down became lower of cost or market. Once written down, the only way to write it back up is to sell it at a gain. The gain portion is what is offsetting the derivative loss and preventing a draw. Freddie's business decisions are now revolving around the zero capital buffer." A year ago, Freddie CEO Donald H. Layton referred in a quarterly conference call to the potential need to make business decisions to manage GAAP volatility, which would increase economic risk, rather than managing the long-term economics and risk of the retained portfolio and associated derivative hedges. Mr. Layton's prophetic statement suggests that FHFA has directed FMCC's accounting team to produce a list of assets that could be sold to generate some amount of gains, likely rank ordered in terms of "what is least economically offensive to the company" to effectively offsetting accounting losses with accounting gains. Brian Honea reported yesterday that Richard X. Bove at Rafferty Capital Markets, LLC, it would not be "unrealistic to assume a loss of $2 billion plus in derivatives" and suggested the loss could be as high as $4 billion or more. The veracity of Freddie's accounting is unknowable from the outside, but it's clear to us that Fannie Mae, Freddie Mac and their regulator, the Federal Housing Finance Agency, have a marketplace credibility problem. FRESH & EASY: Selling FFE Assets in Store 1240 for $17,500 ---------------------------------------------------------- Fresh & Easy, LLC, on April 27, 2016, served a notice indicating that it is selling the Fresh & Easy, LLC furniture, fixtures and equipment located at FEFOS LLC Store 1240 in Murrieta, California, to S&S Jackson LLC, a California limited liability company, 40543 Carly Court, Murrieta, California, for $17,500. Pursuant to the Dec. 3, 2015 order authorizing the sale of Miscellaneous Assets, if no objections are received by April 29, the Debtors may proceed with the proposed sale without further court order. About Fresh & Easy Fresh & Easy, LLC, a chain of grocery stores in the Southwest United States, filed a Chapter 11 bankruptcy petition (Bankr. D. Del., Case No. 15-12220) on Oct. 30, 2015. The petition was signed by Peter McPhee, the chief financial officer. The Debtor estimated assets of $10 million to $50 million and liabilities of at least $100 million. Judge Christopher S. Sontchi is assigned to the case. The Debtor has engaged Cole Schotz P.C. as counsel, Epiq Bankruptcy Solutions, LLC, as claims and noticing agent, DJM Realty Services, LLC, and CBRE Group, Inc., as real estate consultants and FTI Consulting, Inc., as restructuring advisors. * * * The Debtor has undertaken the process of liquidating the estate's assets located at its retail locations and distribution center with the assistance of Hilco Merchant Resources, LLC, and Industrial Assets Corp., respectively, has engaged DJM Realty Services, LLC, and CBRE, Inc., to market its leasehold interests, and has recently engaged Hilco Streambank to assist with the disposition of its intellectual property. As part of the claims process, a bar date of Feb. 19, 2016, was established by the Court for creditor claims. FUSION TELECOMMUNICATIONS: Amends 2015 Annual Report ---------------------------------------------------- Fusion Telecommunications International, Inc., filed an amendment to its annual report on Form 10-K for the fiscal year ended Dec. 31, 2015, to include the information required by Part III (Items 10, 11, 12, 13 and 14). ITEM 10. Directors, Executive Officers and Corporate Governance ITEM 11. Executive Compensation ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ITEM 13: Certain Relationships and Related Transactions, and Director Independence ITEM 14. Principal Accounting Fees and Services A full-text copy of the Form 10-K/A is available for free at: http://is.gd/KRwC5z About Fusion Telecommunications New York City-based Fusion Telecommunications International, Inc., (OTC BB: FSNN) is a provider of Internet Protocol ("IP") based digital voice and data communications services to corporations and carriers worldwide. Fusion reported a net loss attributable to common stockholders of $9.80 million on $101.69 million of revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $4.31 million on $92.05 million of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Fusion had $105.75 million in total assets, $91.29 million in total liabilities and $14.45 million in total stockholders' equity. GEO V. HAMILTON: Seeks Dec. 31 Extension of Lease Decision Deadline ------------------------------------------------------------------- Geo V. Hamilton, Inc., asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to extend the time for it to assume or reject certain leases to which the Debtor is a lessee that may be considered unexpired leases of non-residential real property through and including December 31, 2016. The Leases include the Debtor's primary office space and its construction and storage facilities in Pennsylvania, Ohio, and West Virginia. The Leases are critical to the Debtor's ability to generate revenue and to the continued operation of the Debtor's business. The Debtor is in the process of formulating a comprehensive restructuring solution through a plan of reorganization and, accordingly, believes it is premature to assume (or reject) the Leases at this time. The Debtor desires to adequately address the value of the Leases and to maintain flexibility with respect to the Leases as restructuring negotiations proceed. The Debtor is represented by: Paul M. Singer, Esq. Luke A. Sizemore, Esq. REED SMITH LLP Reed Smith Centre 225 Fifth Avenue, Suite 1200 Pittsburgh, PA 15222 Telephone: (412) 288-3131 Facsimile: (412) 288-3063 Email: psinger@reedsmith.com lsizemore@reedsmith.com About Geo. V. Hamilton Formed in 1947, Geo. V. Hamilton, Inc. is based in McKees Rocks, Pennsylvania, its home of nearly seventy years. Hamilton is a distributor of insulation products and an insulation contractor serving a wide variety of industrial, energy and commercial facilities in the Pittsburgh area and elsewhere. Hamilton filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa Case No. 15-23704) on Oct. 8, 2015, for the purpose of resolving all existing and future personal injury and wrongful death claims arising from alleged exposure to asbestos-containing product distributed or installed by Hamilton more than 40 years ago. Judge Gregory L. Taddonio is assigned to the case. The petition was signed by Joseph Linehan, the Company's general counsel. The Debtor has engaged Reed Smith LLP as counsel and Logan & Company, Inc., as claims and noticing agent. On October 23, 2015, the United States Trustee appointed the Official Committee of Asbestos Personal Injury Claimants to represent the shared interests of holders of current asbestos-related claims for personal injury or wrongful death against the Debtor. The Committee is represented by Douglas A. Campbell, Esq., at CAMPBELL & LEVINE, LLC, and Ann C. McMillan, Esq., Jeffrey A. Liesemer, Esq., and Kevin M. Davis, Esq., at CAPLIN & DRYSDALE, CHARTERED. On December 8, 2015, the United States Trustee filed its statement that an unsecured creditors committee has not been appointed to represent the interests of unsecured creditors of the Debtor. On December 23, 2015, the Court entered its order appointing Gary Philip Nelson as the Legal Representative of Holders of Future Asbestos Demands. The FCR is represented by Beverly A. Block, Esq., at SHERRARD GERMAN & KELLY, PC. GYMBOREE CORP: Bank Debt Trades at 25% Off ------------------------------------------ Participations in a syndicated loan under which Gymboree Corp is a borrower traded in the secondary market at 75.63 cents-on-the-dollar during the week ended Friday, April 29, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.88 percentage points from the previous week. Gymboree Corp pays 350 basis points above LIBOR to borrow under the $820 million facility. The bank loan matures on Feb. 23, 2018 and carries Moody's B3 rating and Standard & Poor's CCC+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended April 29. HARLEQUINS WEB: Hires Reganyan as General Bankruptcy Counsel ------------------------------------------------------------ Harlequins Web, LLC, sought and obtained permission from the U.S. Bankruptcy Court for the Central District of California to employ Robert Reganyan as general bankruptcy counsel to the Debtor. Harlequins Web requires Reganyan to: -- to represent the Debtor in fulfilling its duties under 11 U.S.C. sections 1106 and 1107. -- to assist the Debtor in fulfilling its duties under 11 U.S.C. sections 1106 and 1107 including all contested matters but excluding corporate, tax, employment/labor and securities related services. Reganyan's hourly rate is $250 per hour billed in 1/10th of an hour increments. The Debtor delivered to Reganyan a security deposit of $2,894.85 for purposes of representing the Debtor in his bankruptcy case. The Debtor paid Reganyan an additional filing fee of $1,717 which Reganyan directly used to pay court filing fee. Robert Reganyan, of the Reganyan Law Firm, 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. Reganyan can be reached at: Robert Reganyan, Esq. REGANYAN LAW FIRM 100 N. Brand Blvd, #18 Glendale, CA 91203 Tel: (818) 649-0879 Fax: (818) 583-1708 E-mail: ReganyanLawFirm@gmail.com About Harlequins Web Harlequins Web, LLC is owned by John H. Byrd and is being managed by Andrew Kay. Harlequins Web, LLC currently owns three lots located at 21 La Cam Road, Newbury Park, California 91320. Currently Debtor is preparing to file a lawsuit against the assessor's office due to the improper tax lien. Harlequins Web, LLC filed for a Chapter 11 protection (Bankr. C.D. Cal. Case No. 16-10783) on March 17, 2016. The petition was signed by Andrew Kay, manager. Judge Maureen Tighe presides over the case. The Debtor estimated assets of $500 million to $1 billion and estimated debts of $50,000 to $100,000. Robert Reganyan, Esq., at Reganyan Law Firm, represents the Debtor as general bankruptcy counsel. HEBREW HOSPITAL: Hires Foreman Law as Conflicts Counsel ------------------------------------------------------- Hebrew Hospital Home of Westchester, Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of New York to employ Foreman Law PLLC as Conflicts Counsel, nunc pro tunc to April 11, 2016. The Debtor requires Foreman to render legal services in discharging HHH Westchester's responsibilities and further the interest of HHH Westchester in the Chapter 11 Cases. In addition to acting as the lead attorney and spokesman for HHH Westchester, Foreman's services will include, without limitation, assisting, advising and representing HHH Westchester with respect to these matters: a) the administration of the HHH Westchester Case and the exercise of oversight with respect to HHH Westchester's affairs, including all issues in connection with HHH Westchester, the official committee of HHH Westchester's unsecured creditors, of the Chapter 11 Cases as they may impact or affect HHH Westchester and the Case; b) the preparation on behalf of HHH Westchester of necessary applications, motions, memoranda, replies or oppositions to motions or application file by other parties (including, without limitation the Associated Debtors), orders, reports and other legal papers; c) appearance in the Bankruptcy Court and at Statutory meetings of creditors to represent the interests of HHH Westchester and its Estate; d) the negotiation, formulation and confirmation of a plan of reorganization of liquidation for HHH Westchester, and all matters related thereto; e) the investigations and analysis, if any, as HHH Westchester may desire of require concerning the assets, liabilities of financial condition of HHH Westchester, or, with respect to the Associated Debtors and the Associated Cases, the assets, liabilities, financial condition, sale of any of the assets or business of the Associated Debtors, and any operating, financial or legal issues concerning the Associated Debtors and the Associated Cases that may be relevant to HHH Westchester and the Case; f) communications with the constituents and parties-in-interest of HHH Westchester and in the Case, and, to the extent necessary and appropriate, the constituents and parties-in-interest of the Associated Debtors and the Associated Cases, and the Chapter 11 Cases generally, at your direction or otherwise in furtherance of the Firm's responsibilities under the Bankruptcy Code; and g) the performance of all of HHH Westchester's duties, powers and obligations under the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and such other services as are in the interest of HHH Westchester and its Estate. Mr. Foreman charges $500 per hour for his services. Mr. Foreman agreed with HHH Westchester not to increase his hourly billing rate from the $500 rate during the entire course of the firm's engagement. To the extent that other attorneys at HHH Westchester are needed to provide services, the firm would be charged for the services only at the hourly rate normally charged by such attorney for such services, but in no event at an hourly rate greater the $400. Foreman will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael Foreman, member of the law firm of Foreman Law 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. Foreman can be reached at: Michael Foreman FOREMAN LAW PLLC 1745 Broadway, 17th Floor New York, NY 10019 Tel: 212.519.9870 E-mail: michael@foremanlawpllc.com - and - 11 Martine Avenue, 12th Floor White Plains, NY 10606 Tel: 914.684.1600 About HHH Choices Health Plan, LLC Three alleged creditors owed about $1.9 million submitted an involuntary Chapter 11 petition for HHH Choices Health Plan, LLC on May 4, 2015 (Bankr. S.D.N.Y. Case No. 15-11158) in Manhattan. The petitioners are The Royal Care, Inc., (allegedly owed $772,762), Amazing Home Care Services ($1,178,752), and InterGen Health LLC ($42,298), all claiming that they are owed by the Debtor for certain services rendered. They all tapped Marc A. Pergament, Esq., at Weinberg, Gross & Pergament, LLP, in Garden City, New York, as counsel. With the consent from the board of directors, the Debtor filed a notice of consent to order for relief on June 1, 2015, and an order for relief was entered on June 22, 2015. Judge Michael E. Wiles oversees the case. On Jan. 14, 2016, this Court entered an order administratively consolidating the chapter 11 case of the Debtor with the chapter 11 cases of its affiliates, HHH Choices Health Plan, LLC and Hebrew Hospital Home of Westchester, Inc. (Case Nos. 15-11158, 15-13264, and 16-10028). HHH Choices Health Plan, LLC tapped Harter Secrest & Emery LLP as legal counsel. On Dec. 28, 2015, the U.S. Trustee for Region 2, appointed five members to the Committee. The current members of the Committee are: (a) 1199 SEIU Benefit and Pension Funds; (b) Andrea Taber, Esq. on behalf of Lucille and Selig Popik; (c) Richard A. Bobbe; (d) Mary Blumenthal-Lane on behalf of Julie Blumenthal; and (e) Peter Clark on behalf of Ann Clark. Thomas R. Califano, Esq. at DLA Piper LLP (US), represents the Committee. The panel tapped CohnReznick LLP, as its financial advisor. HEBREW HOSPITAL: Hires Prime Clerk as Claims & Noticing Agent ------------------------------------------------------------- Hebrew Hospital Senior Housing Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of New York to employ Prime Clerk LLC as Claims and Noticing Agent, nunc pro tunc to April 14, 2016. The Debtors require Prime Clerk to: (a) prepare and serve required notice and documents in these chapter 11 cases in accordance with the Bankruptcy code and the Bankruptcy Rules in the form and matter directed by the Debtors and/or the Court, including (i) notices of any claims bar date, (ii) notices of transfers of claims, (iii) notices of objections to claims and objections to transfers of claims, (iv) notices of any hearings on a disclosure statement and confirmation of the Debtors' plan or plans of reorganization, including under Bankruptcy Rule 3017(d), (v) notice of the effective date of any plan and (vi) all other notices, orders, pleadings, publications and other documents as the Debtors or Court may deem necessary or appropriate for an orderly administration of these chapter 11 cases; (b) maintain (i) a list of all potential creditors, equity holders and other parties-in-interest and (ii) a "core" mailing list consisting of all parties described in Bankruptcy rule 2002(i), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update and make said lists available upon request by a party-in-interest of the Clerk; (c) furnish a notice to all potential creditors of the last date for filing proofs of claim and a form for filing a proof of claim, after such notice and form are approved by the Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be affected by inclusion of such information (or the lack thereof, in cases where the Schedules indicate no debt due to the subject party) on a customized proof of claim form provided to potential creditors; (d) maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; (e) for all notices, motions, orders or other pleadings of documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service within seven (7) business days of service which includes (i) either a copy of the notice served or the docket number(s) and title(s) of the pleading(s) served, (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (iii) the manner of service and (iv) the date served; (f) process all proof of claim received, including those received by the Clerk, check said processing for accuracy and maintain the original proofs of claim in a secure area; (g) provide an electronic interface for filing proofs of claim; (h) maintain the official claims register for each Debtor on behalf of the Clerk; upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Registers; and specify in the Claims Registers the following information for each claim docketed; (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who file the claim, (iv) the amount asserted, (v) the asserted classification(s) of the claim (e.g., secured, unsecured, priority, etc.), (vi) the applicable Debtor and (vii) any disposition of the claim; (i) provide public access to the Claims Registers, including complete proofs of claim with attachments, if any, without charge; (j) implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; (k) record all transfers of claims and provide any notices of such transfers as requires by Bankruptcy Rule 3001(e); (l) relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of Prime Clerk, not less than weekly; (m) upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the Claims Registers for the Clerk's review (upon the Clerk's request); (n) monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the claims register and any services or mailing lists, including to identify and eliminate duplicative names and addresses from such lists; (o) identify and correct any incomplete or incorrect addresses in any mailing or service lists; (p) assist in the dissemination of information to the public and respond to requests for administrative information regarding these chapter 11 cases as directed by the Debtors or the Court, including through the use of as website and/or call centre; (q) if these chapter 11 cases are converted to cases under chapter 7 of the Bankruptcy Code, contact the Clerk's office within three (3) days of notice to Prime Clerk of entry of the order converting the cases; (r) 30 days prior to the close of these chapter 11 cases, to the extent practicable, request that the Debtors submit to the Court a proposed order dismissing Prime Clerk as Claims and Noticing Agent and terminating its services in such capacity upon completion of its duties and responsibilities and upon the closing of these chapter 11 cases; (s) within seven days' of notice to Prime Clerk of entry of an order closing these chapter 11 cases, provide to the Court the final version of the Claims Registers as of the date immediately before the close of the chapter 11 cases; and (t) at the close of these chapter 11 cases, (i) box transport all original documents, in proper format, as provided by the Clerk's office, to (i) the Federal Archives Record Administration, located at Central Plains Region, 200 Space Centre Drive, Lee's Summit, MO 64064 or (ii) any other location requested by the Clerk's office. Prime Clerk will be paid at these hourly rates: Analyst $25-$50 Technology Consultant $35-$85 Consultant/Senior Consultant $65-$170 Director $175-$195 Chief Operating Officer and Executive V-Pres No Charge Solicitation Consultant $195 Director of Solicitation $200 The Debtors request that the undisputed fees and expenses incurred by Prime Clerk in the performance of the services be treated as administrative expenses of the Debtors' chapter 11 estates pursuant to 26 U.S.C. 156(c) and Section 503(b)(1)(A) of the Bankruptcy Code, and be paid in the ordinary course of business without further application or order of the Court. Prime Clerk agrees to maintain separate records of all services showing dates, categories of services, fees charged and expenses incurred, and to serve monthly invoices on each of the Debtors, the office of the United States Trustee, counsel for the Debtors, counsel for any official committee monitoring the expenses of the Debtors and any party-in-interest who specifically request service of the monthly invoices. If any disputes arises relating to the Engagement Agreement or monthly invoices, the parties shall meet and confer in an attempt to resolve the dispute; if the resolution is not achieved, the parties may seek resolution of the matter from the Court. Additionally, under the terms of the Engagement Agreement, the Debtors have agreed to indemnify, defend and hold harmless Prime Clerk and its members, officers, employees, representative and agents under certain circumstances specified in the Engagement Agreement, except in circumstances resulting solely from Prime Clerk's gross negligence or willful misconduct or as otherwise provided in the Engagement or Retention Order. The Debtors believe that such an indemnification obligation is customary, reasonable and necessary to retain the services of a Claims and Noticing Agent in these chapter 11 cases. Prime Clerk will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael J. Frishberg, Co-President and Chief Operating Officer of Prime Clerk LLC, 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. Prime Clerk may be reached at: Michael J. Frishberg 830 Third Avenue, 9th Floor New York, New York 10022 Tel.: 212 257 5450 E-mail: mfrishberg@primeclerk.com About HHH Choices Health Plan, LLC Three alleged creditors owed about $1.9 million submitted an involuntary Chapter 11 petition for HHH Choices Health Plan, LLC on May 4, 2015 (Bankr. S.D.N.Y. Case No. 15-11158) in Manhattan. The petitioners are The Royal Care, Inc., (allegedly owed $772,762), Amazing Home Care Services ($1,178,752), and InterGen Health LLC ($42,298), all claiming that they are owed by the Debtor for certain services rendered. They all tapped Marc A. Pergament, Esq., at Weinberg, Gross & Pergament, LLP, in Garden City, New York, as counsel. With the consent from the board of directors, the Debtor filed a notice of consent to order for relief on June 1, 2015, and an order for relief was entered on June 22, 2015. Judge Michael E. Wiles oversees the case. On Jan. 14, 2016, this Court entered an order administratively consolidating the chapter 11 case of the Debtor with the chapter 11 cases of its affiliates, HHH Choices Health Plan, LLC and Hebrew Hospital Home of Westchester, Inc. (Case Nos. 15-11158, 15-13264, and 16-10028). HHH Choices Health Plan, LLC tapped Harter Secrest & Emery LLP as legal counsel. On Dec. 28, 2015, the U.S. Trustee for Region 2, appointed five members to the Committee. The current members of the Committee are: (a) 1199 SEIU Benefit and Pension Funds; (b) Andrea Taber, Esq. on behalf of Lucille and Selig Popik; (c) Richard A. Bobbe; (d) Mary Blumenthal-Lane on behalf of Julie Blumenthal; and (e) Peter Clark on behalf of Ann Clark. Thomas R. Califano, Esq. at DLA Piper LLP (US), represents the Committee. The panel tapped CohnReznick LLP, as its financial advisor. HEC FEEDYARD: Pushes Back Auction for Texas Facilities ------------------------------------------------------ HEC Feedyard, LLC, seeks authority from the Bankruptcy Court to sell at a public auction to be conducted by Legacy Farm & Ranch Auctions certain property described as: -- Feedlot Facility: consisting of 1125 +/- acres plus improvements located in Friona, Parmer County, Texas, and -- Calf Ranch Facility: consisting of 1039.668 acres, including 46,400 sq. ft. warehouse and bulk commodity facility and 30,000 sq. ft. truck or light manufacturing facility located in Muleshoe, Bailey County, Texas. According to the Debtor, the original Motion was filed before the worst snow storm and blizzard hit the Debtor's calf ranch and feedlot facilities, which impacted the ability for the auctioneers to clean up and show the facilities to prospective purchasers. Due to these conditions, the auctioneers are of the opinion that attempting to hold the auction under the current conditions could have a serious adverse effect on the potential sales price of the facilities by as much as a million dollars, and encouraged the Debtor to request a postponement of the sale to a date no later than April 30, 2016. The Debtor explains that there are multiple creditors who hold a second lien against the subject property behind the first lien holder Plains Capital Bank, and the Debtor is also aware of liens and encumbrances against the tracts of real property in favor of PlainsCapital Bank, M&BK Corporation as well as the holders of several judgment lien creditors that filed abstracts of judgment against the respective tracts of real estate, so that holding the auction with the facilities’ current dilemma could have a serious impact on the potential recovery of any funds to the junior lien holders and unsecured creditors. Jason Wright Farms, Inc., objects to any sale, which would terminate the lease of Parmer County real property where Wright has already invested time and money on growing crops on the leased property since the lease extends until a time subsequent to the proposed public auction sale period, and since the balance of the lease payment will not be due if the lease is terminated by the sale. * * * The Bankruptcy Court ordered that the provision of the Agreed Sale Order pertaining to the distribution of the proceeds of the sale of the Debtor's real property will be replaced in its entirety with the following: ". . . the real property described in this motion is to be sold free and clear of any and all interest with the liens against such property to attach to the proceeds and that all such proceeds from the sale, after withholdings and payment of taxes and the first and prior liens of PlainsCapital Bank in full, are to be held by the Debtor pending subsequent adjudication by the Court as to the validity, priority, and extent of the remaining liens filed of record pursuant to Bankruptcy Rule 7001(2) and pursuant to any other applicable provisions of the Bankruptcy Code." HEC Feedyard, LLC is represented by: David R. Langston MULLIN HOARD & BROWN, L.L.P. P.O. Box 2585 Lubbock, Texas 79408-2585 Telephone: (806)765-7491 Facsimile: (806) 765-0553 Email: drl@mhba.com Jason Wright Farms, Inc. is represented by: Abel A. Leal, Esq. EASTERWOOD, BOYD & SIMMONS, PC 623 N. Main Street, P. O. Box 273 Hereford, Texas 79045 Telephone: (806) 364-6801 Facsimile: (806) 364-2526 Email: abel@ebs-law.net About HEC Feedyard, LLC HEC Feedyard, LLC sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 15-20252) on Oct. 5, 2015. The petition was signed by Wade Carrigan as member and chief reorganization manager. Mullin, Hoard & Brown, L.L.P. serves as the Debtor's counsel. The Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. Judge Robert L. Jones is assigned to the case. HNO GREEN: Deadline to Confirm Plan Extended to June 30 ------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California has extended the deadline to confirm HNO Green Fuels Inc.'s Chapter 11 plan to June 30, 2016. About HNO Green Fuels Founded in 2010, HNO Green Fuels, Inc. -- http://www.hnogreenfuels.com/-- is a manufacturing, distribution and research and development company specializing in reducing particulate matter emission, improving combustion efficiency and fuel economy and producing breathable oxygen. The company owns nine patents and has six pending. The patents are for the Hydrogen Supplemental System for On-Demand Hydrogen Generation for Internal Combustion Engines. HNO Green Fuels sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 15-14946) in Riverside, California, on May 16, 2015. Judge Mark D. Houle is the case judge. The Debtor estimated $50 million to $100 million in assets and $1 million to $10 million in debt. The Debtor tapped Levene, Neale, Bender, Yoo & Brill L.L.P, as counsel. HNRC DISSOLUTION: Terry Giese Suit vs. Community Tax Dismissed -------------------------------------------------------------- Judge Tracey N. Wise of the United States Bankruptcy Court for the Eastern District of Kentucky, Ashland Division, granted defendants Community Trust Bank and Lexington Coal Company's motion to dismiss the adversary proceeding captioned TERRY GIESE, Plaintiff, v. COMMUNITY TRUST BANK, et al., Defendants, Adv. No. 15-1005 (Bankr. E.D. Ky.). Judge Wise concluded that Terry Giese's claims must be dismissed on principles of res judicata and failure to state a claim upon which relief can be granted. The judge held that Giese's claims that his predecessors-in-interest have, or had, an interest in the funds held in an account maintained at Community Trust Bank, and Giese's additional claims predicated on that alleged entitlement to those funds, are barred as a matter of law. The bankruptcy case is IN RE HNRC DISSOLUTION CO., Debtor, Case No. 02-14261 (Bankr. E.D. Ky.). A full-text copy of Judge Wise's April 15, 2016 memorandum opinion is available at http://is.gd/jK0H2Nfrom Leagle.com. Terry Giese is represented by: Philip G. Fairbanks, Esq. M Austin Mehr, Esq. 201 West Short Street, Suite 800 Lexington, KY 40507 Tel: (859)225-3731 Fax: (859)225-3830 -- and -- John M Simms, Esq. 1608 Harrodsburg Rd Lexington, KY 40504-3706 Tel: (859)225-1745 Community Trust Bank is represented by: H. Derek Hall, Esq. Martin B. Tucker, Esq. DINSMORE & SHOHL LLP Lexington Financial Center 250 W. Main St., Suite 1400 Lexington, KY 40507 Tel: (859)425-1000 Fax: (859)425-1099 Email: martin.tucker@dinsmore.com International Coal Group, Inc. is represented by: Philip Douglas Barr, Esq. J. Kent Durning, Esq. Lea Pauley Goff, Esq. STOLL KEENON OGDEN PLLC 300 West Vine Street, Suite 2100 Lexington, KY 40507-1801 Tel: (859)231-3000 Fax: (859)253-1093 Email: douglas.barr@skofirm.com kent.durning@skofirm.com lea.goff@skofirm.com Lexington Coal Company, LLC is represented by: Janet Smith Holbrook, Esq. DINSMORE & SHOHL LLP 611 Third Avenue Huntington, WV 25701 Tel: (304)529-6181 Fax: (304)522-4312 Email: janet.holbrook@dinsmore.com HUFFMAN CONSTRUCTION: Case Summary & 10 Unsecured Creditors ----------------------------------------------------------- Debtor: Huffman Construction, Inc. 814 Carriage Lane Nederland, TX 77627 Case No.: 16-10220 Chapter 11 Petition Date: May 2, 2016 Court: United States Bankruptcy Court Eastern District of Texas (Beaumont) Judge: Hon. Bill Parker Debtor's Counsel: Robert E. Barron, Esq. ROBERT E. BARRON, P.C. P.O. Box 1347 Nederland, TX 77627 Tel: (409)727-0073 Fax: (409) 724-7739 E-mail: ecffiling@rbarronlaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Michael Huffman, owner. A list of the Debtor's 10 largest unsecured creditors is available for free at http://bankrupt.com/misc/txeb16-10220.pdf HUTCHESON MEDICAL: Trustee Can Access Properties After Sale Closing ------------------------------------------------------------------- Judge Paul W. Bonapfel of the Bankruptcy Court for the Northern District of Georgia, Rome Division, authorized the Chapter 11 Trustee and Maybrook Healthcare, LLC, to enter into the Reciprocal Easement in connection with the Closing of the sale to Maybrook. The Trustee asked the Court to enter an order supplementing the Sale Order to confirm that the Trustee is authorized under the Sale Order to enter into a Reciprocal Easement Agreement so that Maybrook and the Trustee (or any subsequent owner of Lots 1 and 4), will be assured post-Closing of continued access to their properties over private roadways which cross the lots shown on the Survey. Because the Subject Real Property was part of the much larger tract of the land which contains other structures not being sold to Maybrook, it was necessary for the parties to obtain a new survey which subdivides the larger tract and creates separate lots containing just the Subject Real Property being sold to Maybrook. Counsel for the Chapter 11 Trustee, Ronald L. Glass: J. Robert Williamson, Esq. Ashley Reynolds Ray, Esq. J. Hayden Kepner, Jr., Esq. SCROGGINS & WILLIAMSON, P.C. One Riverside 4401 Northside Parkway Suite 450 Atlanta, GA 30327 Telephone: (404) 893-3880 Facsimile: (404) 893-3886 Email: rwilliamson@swlawfirm.com aray@swlawfirm.com hkepner@swlawfirm.com About Hutcheson Medical Center Hutcheson Medical Center, Inc., operates the 179-bed hospital and related ancillary facilities, including, without limitation, a skilled nursing home and an ambulatory surgery center, located in Ft. Oglethorpe, Georgia, known as Hutcheson Medical Center. HMC leases the land and buildings that comprise the Medical Center from The Hospital Authority of Walker, Dade and Catoosa Counties. HMC and Hutcheson Medical Division, Inc., sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 14-42863 and 14-42864) in Rome, Georgia, on Nov. 20, 2014. The cases are jointly administered under Case No. 14-42863. The cases have been assigned to the Honorable Paul W. Bonapfel. The Debtors are represented by Ashley Reynolds Ray, Esq., and J. Robert Williamson, Esq., at Scroggins and Williamson, in Atlanta, Georgia. HMC disclosed $32.8 million in assets and $52.9 million in liabilities as of the Chapter 11 filing. IHEARTMEDIA INC: In Mediation with Lenders ------------------------------------------ Stephanie Gleason, writing for Dow Jones' Daily Bankruptcy Review, reported that iHeartMedia Inc. is working to resolve its dispute out of court with lenders that have declared a default on billions of dollars of the company's debt ahead of a trial on that default. According to the report, the former Clear Channel Communications announced in financial documents that it had begun mediation with certain lenders and bondholders "to try to resolve the dispute and to explore possible alternatives to the terms of the Company's existing senior secured indebtedness." The parties have been operating under the terms of a temporary restraining order and a standstill agreement ahead of the May trial, the report related. IHeart added that mediation will conclude when an agreement is reached or the trial begins, the report further related. A group of lenders holding more than $3 billion in debt -- including private-equity funds Benefit Street Partners LLC and Canyon Capital Advisors LLC as well as investment firm giant Franklin Resources Inc. -- notified iHeart of an event of default in March relating to a transfer of shares that the lenders say are worth $1.241 billion, the report said. In response, iHeart has asked a Texas state court to nullify the event of default, the report added. At issue in the Texas litigation is whether the transfer of shares is permitted under the terms of the loan agreements, the report further related. The lenders argue in court documents that iHeart "gave away" the shares, which were part of the package securing their debt, when the company transferred them from its Clear Channel Outdoor Holdings Inc. subsidiary to an unrestricted subsidiary called Broader Media LLC and received nothing in return, the report said. The action violates the terms of their debt agreement with iHeart, the group says, the report added. About iHeartCommunications iHeartCommunications, Inc., (formerly known as Clear Channel Communications, Inc.) is a global media and entertainment company. The Company specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company is dedicated to using the latest technology solutions to transform the company's products and services for the benefit of its consumers, communities, partners and advertisers, and its outdoor business reaches over 40 countries across five continents, connecting people to brands using innovative new technology. IheartCommunications reported a net loss attributable to the Company of $755 million on $6.24 billion of revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to the Company of $793.76 million on $6.31 billion of revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $13.8 billion in total assets, $24.4 billion in total liabilities and a total shareholders' deficit of $10.6 billion. Bankruptcy Warning "The ability to refinance the debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of the debt could be at higher interest rates and increase debt service obligations and may require us and our subsidiaries to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. These alternative measures may not be successful and may not permit us or our subsidiaries to meet scheduled debt service obligations. If we or our subsidiaries cannot make scheduled payments on indebtedness, we or our subsidiaries, as applicable, will be in default under one or more of the debt agreements and, as a result we could be forced into bankruptcy or liquidation," the Company said in its annual report for the year ended Dec. 31, 2015. * * * iHeartCommunications carries a 'CCC' Issuer Default Ratings (IDR) from Fitch Ratings and a 'Caa2 Corp." corporate family rating from Moody's Investors Service. INDICON INC: 2nd Cir. Affirms Dismissal of Vanguard's Claims ------------------------------------------------------------ The United States Court of Appeals for the Second Circuit affirmed the judgment of the district court in the case captioned VANGUARD PRODUCTS CORPORATION, Plaintifb00-Appellant, v. KIM CITRIN, STEPHEN JAMES CURLEY, DYMAX CORPORATION, INDICON, INC., OMNI SOLO, INC., TRIDAK, LLC, MARIE DESALVO, Defendants-Appellees, JOSEPH TESORIERE, Defendant, No. 15-746-bk (2nd Cir.), relating to IN RE: INDICON, INC., Debtor. Vanguard Products Corporation appealed from the district court's September 30, 2013 judgment affirming an order of the United States Bankruptcy Court for the District of Connecticut entered March 20, 2012 granting defendant Joseph Tesoriere's letter motion to dismiss Vanguard's adversary proceeding against the non-debtor defendants for lack of subject matter jurisdiction. Vanguard also appealed the district court's February 9, 2015 denial of Vanguard's motion for rehearing. The Second Circuit concluded that the bankruptcy court correctly held that it lacked jurisdiction over the claims against the defendants other than the debtor Indicon, Inc.. The appellate court held that Vanguard's claims against the non-debtor defendants for, inter alia, breach of fiduciary duty, fraudulent transfers, and violation of the Connecticut Unfair Trade Practices Act, would have had "no effect on the estate of the debtor." A full-text copy of the Second Circuit's April 4, 2016 summary order is available at http://is.gd/ERGdNTfrom Leagle.com. Stephen J. Curley is represented by: Stephen J. Curley, Esq. LAW OFFICES OF STEPHEN J. CURLEY One Atlantic Street, Suite 604 Stamford, CT Tel: (203)327-1317 Fax: (203)276-8768 Dymax Corporation and Tridak, LLC is represented by: Gerald T. Giaimo, Esq. Daniel J. Krisch, Esq. HALLORAN & SAGE, LLP One Goodwin Square 225 Asylum Street Hartford, CT 06103 Tel: (860)522-6103 Fax: (860)548-0006 Email: giaimo@halloransage.com krisch@halloransage.com Omni Solo, Inc. is represented by: Robert Alan Schrage, Esq. LAW OFFICES OF ROBERT ALAN SCHRAGE 2 Corporate Drive, Suite 234 Shelton, CT 06484 Tel: (203)513-3228 J. CREW: Bank Debt Trades at 21% Off ------------------------------------ Participations in a syndicated loan under which J. Crew is a borrower traded in the secondary market at 79.34 cents-on-the-dollar during the week ended Friday, April 29, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.03 percentage points from the previous week. J. Crew pays 300 basis points above LIBOR to borrow under the $1.56 billion facility. The bank loan matures on Feb. 27, 2021 and carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended April 29. JOHN DAVIS TRUCKING: Lander Buying Equipment for $220,000 --------------------------------------------------------- Stephen R. Harris, Esq., of Harris Law Practice LLC, as liquidating trustee appointed under the recently confirmed liquidating plan for John Davis Trucking Company, Inc., on April 27, 2016, filed a motion to sell to Lander County Aggregate Company, LLC, 5 vehicles, two loaders, one excavator, one feeder, one washplant and six conveyors (collectively the "Equipment") for a total purchase price of $220,000. Lander was formed in 2015, and its managing members are brothers John Davis and Shane Davis, who are officers of the Debtor. The Equipment is currently located on land owned by SDJD Properties, LLC, another entity owned by brothers John and Shane Davis. Ritchie Bros. has estimated the total auction value of the Equipment at $376,500, and Ritchie would charge a 9.5% commission. The offer submitted by the proposed buyer is 75% of the value of the assets to the Trust. Any Court hearing on the Motion will allow for overbidding by qualified bidders. A hearing on the Motion is scheduled for May 31, 2016, at 11:00 a.m. About John Davis Trucking John Davis Trucking Company, Inc., sought Chapter 11 protection (Bankr. D. Nev. Case No. 14-51643) in Reno, Nevada, on Sept. 29, 2014. The case judge is Bruce T. Beesley The Debtor tapped Hartman & Hartman as counsel. The Debtor disclosed $5.71 million in assets and $5.64 million in liabilities. * * * On March 4, 2016, the Court entered an order confirming the Official Committee of Unsecured Creditors' Second Amended Proposed Plan of Orderly Liquidation, as Amended. The assets of the Debtor were vested to the John Davis Trucking Company, Inc., Liquidating Trust. On April 4, 2016, a notice of liquidating trust agreement was filed with the Court and Stephen R. Harris, Esq., was duly appointed Liquidating Trustee. The Liquidating Trustee can be reached at: Stephen R. Harris, Esq. HARRIS LAW PRACTICE, LLC 6151 Lakeside Drive, Suite 2100 Reno, NV 89511 Tel: (775) 786-7600 E-mail: steve@harrislawreno.com JOHN DAVIS TRUCKING: Selling 21 Scrap Vehicles for $15K ------------------------------------------------------- Stephen R. Harris, Esq., of Harris Law Practice LLC, as liquidating trustee appointed under the recently confirmed liquidating plan for John Davis Trucking Company, Inc., on April 27, 2016, filed a motion to sell 21 vehicles to Atlas Towing Service, Inc., for a purchase price of $15,160. All of the vehicles being sold are either fully non-operational, or ill require repairs to make them operational in excess of their current value, and they have been determined to have no more than "scrap" value to the estate. A hearing on the Motion is scheduled at May 31, 2016, at 11:00 a.m. About John Davis Trucking John Davis Trucking Company, Inc., sought Chapter 11 protection (Bankr. D. Nev. Case No. 14-51643) in Reno, Nevada, on Sept. 29, 2014. The case judge is Bruce T. Beesley The Debtor tapped Hartman & Hartman as counsel. The Debtor disclosed $5.71 million in assets and $5.64 million in liabilities. * * * On March 4, 2016, the Court entered an order confirming the Official Committee of Unsecured Creditors' Second Amended Proposed Plan of Orderly Liquidation, as Amended. The assets of the Debtor were vested to the John Davis Trucking Company, Inc., Liquidating Trust. On April 4, 2016, a notice of liquidating trust agreement was filed with the Court and Stephen R. Harris, Esq., was duly appointed Liquidating Trustee. The Liquidating Trustee can be reached at: Stephen R. Harris, Esq. HARRIS LAW PRACTICE, LLC 6151 Lakeside Drive, Suite 2100 Reno, NV 89511 Tel: (775) 786-7600 E-mail: steve@harrislawreno.com JOHN DAVIS TRUCKING: Selling Office Furniture, Supplies for $1,500 ------------------------------------------------------------------ Stephen R. Harris, Esq., of Harris Law Practice LLC, as liquidating trustee appointed under the recently confirmed liquidating plan for John Davis Trucking Company, Inc., on April 27, 2016, filed a motion to sell office furniture and supplies to Quality Transportation, Inc., for $1,500. QTI is owned by brothers John Davis and Shane Davis, who are officers of the Debtors. The office furniture is currently located in the office complex owned by SDJD Properties, LLC, another entity owned by the brothers. The Liquidating Trustee believes that the offer is fair and reasonable, in that the Office Furniture is of minimal value and would need to be relocated to Reno from Battle Mountain in the event of an auction or other sale. The Debtor proposes that any Court hearing on the Motion allow for overbidding by qualified buyers. A hearing on the Motion is scheduled at May 31, 2016, at 11:00 a.m. About John Davis Trucking John Davis Trucking Company, Inc., sought Chapter 11 protection (Bankr. D. Nev. Case No. 14-51643) in Reno, Nevada, on Sept. 29, 2014. The case judge is Bruce T. Beesley The Debtor tapped Hartman & Hartman as counsel. The Debtor disclosed $5.71 million in assets and $5.64 million in liabilities. * * * On March 4, 2016, the Court entered an order confirming the Official Committee of Unsecured Creditors' Second Amended Proposed Plan of Orderly Liquidation, as Amended. The assets of the Debtor were vested to the John Davis Trucking Company, Inc., Liquidating Trust. On April 4, 2016, a notice of liquidating trust agreement was filed with the Court and Stephen R. Harris, Esq., was duly appointed Liquidating Trustee. The Liquidating Trustee can be reached at: Stephen R. Harris, Esq. HARRIS LAW PRACTICE, LLC 6151 Lakeside Drive, Suite 2100 Reno, NV 89511 Tel: (775) 786-7600 E-mail: steve@harrislawreno.com JOHN DAVIS TRUCKING: Taps Ritchie Bros. to Sell Equipment --------------------------------------------------------- Stephen R. Harris, Esq., of Harris Law Practice LLC, as liquidating trustee appointed under the recently confirmed liquidating plan for John Davis Trucking Company, Inc., on April 27 filed a motion to engage Ritchie Bros. as the auctioneer to sell that certain equipment, at public auctions to be held in June of 2016. Ritchie Bros. -- http://www.rbauction.com/-- is one of the largest equipment auctioneers in the U.S. The Debtor and the Liquidating Trustee have agreed that the Debtor will assist the Liquidating Trustee in removing the assets from the Debtor's business location in Battle Mountain, Nevada, up until June 30, 2016. With that deadline in mind, the Liquidating Trustee desires to remove all of the equipment from the Debtor's location in Battle Mountain, either by transport to Ritchie Bros. or third party sales, before that date. Certain Equipment has been designated for the auction scheduled for June 10, 2016, in Las Vegas, Nevada; other Equipment is designated to be offered at the auction to be held on June 21, 2016, in Salt Lake City, Utah; and a final selection of Equipment is designated to be offered at the auction to be held on June 23, 2016, in Reno, Nevada. Pursuant to the confirmed Plan, the Liquidating Trustee has commenced shipment of Equipment to the various auction locations, and all Equipment will be delivered to the appropriate locations prior to the date of the sale. JUNIPER GTL: Gets Court Approval to Hire Donlin as Noticing Agent ----------------------------------------------------------------- Juniper GTL, LLC received court approval to hire Donlin, Recano & Company Inc. as its noticing and balloting agent. As noticing and balloting agent, Donlin Recano is tasked to prepare and serve notices necessary for an orderly administration of the company's bankruptcy case. The firm will also assist in the dissemination of information about the case; assist in the solicitation, tabulation and calculation of votes; and help manage any distributions pursuant to a confirmed Chapter 11 plan. Prior to its bankruptcy filing, Juniper provided the firm a retainer in the amount of $5,000. Donlin Recano will first apply the retainer to all pre-bankruptcy invoices, and thereafter, to hold any remaining amounts as security for the payment of its fees and expenses. The firm neither holds nor represents any interest adverse to the company and is a "disinterested person" under section 101(14) of the Bankruptcy Code, according to Donlin Recano Chief Operating Officer Roland Tomforde. About Juniper GTL Juniper GTL LLC is a Delaware limited liability company formed in 2012 for the sole purpose of building and operating a "gas-to-liquids" facility in Westlake, Louisiana (the "Facility"). The Debtor maintains its headquarters in Houston, Texas. Upon completion, the Facility is estimated to convert 13,600 MMBtu/day (million British thermal units/day) of pipeline natural gas into 1,170 bpd (barrels per day) Fischer-Tropsch ("FT") products consisting of 768 bpd of wax, 315 bpd of diesel, and 87 bpd of naphtha. The Facility has been in development since May 2012 by SGC Energia Co, LLC ("SGC Energia") and Great Northern Project Development, LLC ("GNPD"), and since June 2014 together with Calumet Specialty Products Partners, L.P. ("Calumet" and together with SGC Energia and GNPD, the "Equity Sponsors"). Juniper GTL LLC, filed a Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. Case No.: 16-31959) on April 14, 2016. The petition was signed by David Rush, chief restructuring officer. The Debtor's estimated assets of $10 million to $50 million and estimated debts of $10 million to $50 million. Judge Marvin Isgur has been assigned the case. The Debtor has engaged King & Spalding LLP as counsel. KEVIN BOUTIN: 2013 BMW 650i Not Property of Estate, Sale Denied --------------------------------------------------------------- Judge Jason D. Woodard on April 27, 2016, entered an order denying debtor Kevin Boutin's motion to sell a 2013 BMW 650i. BMW Financial Services N.A. LLC, had filed a response to the motion to assert that the vehicle is not property of the bankruptcy estate and is encumbered by BMW's lien. The Debtor contends that he owns the vehicle free and clear of any liens and wishes to sell the vehicle to finance his bankruptcy case. BMW contends that the vehicle is not owned by the Debtor but instead by the Debtor's company, Tri-Vista Rehab, Inc. As such, BMW argues that the Vehicle is not property of the bankruptcy estate and the Debtor may not sell it without paying BMW in full. "After tracing the chain of title and reviewing the documents executed by the parties, the Court finds that Tri-Vista -- not the Debtor -- is the owner of the Vehicle. It is uncontested that Tom Williams BMW held good and clear title in the Vehicle, and Tom Williams BMW assigned all of its rights to Tri-Vista. The Application was completed solely in Tri-Vista's name. The Certificate of Title was issued with Tri-Vista listed as the only owner. Accordingly, Tri-Vista is the owner. Because the Vehicle is not owned by the Debtor individually, it is not property of the bankruptcy estate and may not be sold by the Debtor," Judge Woodard ruled. Kevin Boutin sought Chapter 11 protection (Bankr. N.D. Miss. Case No. 13-14699) on Nov. 6, 2013. Mr. Boutin is the 100% owner of Tri-Vista Rehab, Inc., an occupational therapy clinic he formed in 2001. KINGWOOD FOOD: Case Summary & Unsecured Creditor ------------------------------------------------ Debtor: Kingwood Food Enterprises, Inc. dba Kingwood Food Store #2 110 McClellan Road Kingwood, TX 77339-2708 Case No.: 16-32304 Chapter 11 Petition Date: May 2, 2016 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Karen K. Brown Debtor's Counsel: Peter Johnson, Esq. LAW OFFICES OF PETER JOHNSON Eleven Greenway Plaza, Suite 2820 Houston, TX 77046 Tel: 713-961-1200 E-mail: pjohnson@pjlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Sajjad Pasha, president. The Debtor listed Business Discover Card Discover Financial as its largest unsecured creditor holding a claim of $13,000. KNH AVIATION: Partial Bid to Junk Suit vs. M. Hill, et al., Denied ------------------------------------------------------------------ Judge David R. Duncan of the United States Bankruptcy Court for the District of South Carolina denied the partial motion filed by defendants Michael Hill, Donald Kamenz, Derek Nice, Carol Drew, and Jesper Lundberg to dismiss the Chapter 7 trustee Michelle Vieira's amended complaint. Vieira commenced an adversary proceeding on September 1, 2015, asserting eleven causes of action against defendants Hill, Kamenz, Nice, and Drew. Vieira's amended complaint added Lundberg as a defendant and asserted fifteen causes of action against the defendants. The defendants' Motion to Dismiss sought to dismiss the first, second and third causes of action asserted in Vieira's amended complaint. The first cause of action is for breach of fiduciary duties of care relating to the alleged undercapitalization and insolvency of the debtor, and the second and third causes of action are for breach of fiduciary duties of care by Hill, Kamenz, Drew, and Nice relating to sale and lease agreements entered into between the debtor and Sun Air of Scandinavia A/S on November 22, 2011. The defendants first asserted that all three causes of action are time-barred. The defendants also argued that the first cause of action fails to state a claim because Delaware law does not recognize a cause of action for breach of fiduciary duty based on failure to adequately capitalize a company. Judge Duncan found that the amended complaint alleges a continued, ongoing pattern by the defendants of undercapitalization and failure to fully inform themselves before making business decisions which resulted in the continued insolvency of the debtor. As a result, the judge denied the defendants' Motion to Dismiss the first cause of action as to those acts occurring prior to March 24, 2012 as time-barred. Judge Duncan held that discovery may clarify the nature of the acts as ongoing or discrete. In addition, Judge Duncan found that under Delaware's standard for breach of duty of care, Vieira's amended complaint contains sufficient allegations to state a claim for breach of duty of care. As to the second and third causes of action, Judge Duncan held that although it is undisputed that the statute of limitations has expired with respect to the acts complained of, it appears that the amended complaint contains sufficient allegations relating to these tolling exceptions that it would be inappropriate to dismiss the second and third causes of action. The bankruptcy case is In re, KNH Aviation Services, Inc. d/b/a AvCraft Technical Services, Chapter 7 Debtor, C/A No. 15-01641-DD (Bankr. D.S.C.). The adversary proceeding is Michelle Vieira, chapter 7 trustee for KNH Aviation Services, Inc. d/b/a AvCraft Technical Services, Plaintiff, v. Michael Hill, Donald Kamenz, Derek Nice, Carol Drew, and Jesper Lundberg, Defendants, Adv. Pro. No. 15-80170-DD (Bankr. D.S.C.). A full-text copy of Judge Duncan's April 12, 2016 order is available at http://is.gd/c68sM8from Leagle.com. LAKE TAHOE: Ch. 11 Case Must Be Dismissed, Sorm Insists ------------------------------------------------------- Sorm Investments, LLC, maintains that the U.S. Bankruptcy Court for the Northern District of California, Santa Rosa Division, must dismiss Lake Tahoe Partners, LLC's Chapter 11 case, Sorm points out that the Debtor now admits that its promise of imminent financing to repay creditors is false; rather, an insider affiliated with Timothy Wilkens intends to borrow funds to purchase the Debtor's sole assets, in a transaction in which Mr. Wilkens is negotiating both sides. Sorm adds that Mr. Wilken's testimony revealed other conflicts of interest, including causing the Debtor to repay undocumented loans to himself and his family trusts, rather tha paying non-insider creditors owed millions. Sorm had sought the dismissal of the Debtor's case, saying that this case was improperly filed in the Northern District of California although there was no proper basis for venue in this Court under that statute. The Debtor filed an objection on March 7, saying that the Sorm's motion seeks to dismiss the case based on a statement the Debtor's CEO, Tim Wilkens, made in the Debtor's petition which stated that its "principal place of business" is located in Tahoe Vista, California. Sorm Investments is represented by: Gary M. Kaplan, Esq. FARELLA BRAUN + MARTEL LLP 235 Montgomery Street, 18th Floor San Francisco, CA 94104 Telephone: (415) 954-4400 Facsimile: (415) 954-4480 Email: gkaplan@fbm.com Lake Tahoe Partners LLC, a single asset real estate, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Calif. Case No. 16-10150) on March 1, 2016. The petition was signed by Tim Wilkens as CEO. The Debtors estimated assets in the range of $10 million to $50 million and liabilities of at least $10 million. The Law Offices of Michael Brook serves as the Debtor's counsel. Judge Thomas E. Carlson represents the Debtor as counsel. LGA&M MANAGEMENT: 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 LGA & M Management, LLC. LGA & M Management, LLC sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas (Houston) (Case No. 16-31687) on April 4, 2016. The Debtor is represented by Gregg K. Saxe, Esq., at Law Office of Gregg Saxe, P.C. The case is assigned to Judge Karen K. Brown. The Debtor disclosed total assets of $1.78 million and total debts of $1.12 million. LOUISIANA PELLETS: Hires Headwaters and Saltbox as Consultants -------------------------------------------------------------- Louisiana Pellets, Inc., et al., seek authority from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Headwaters BD, LLC as investment banker, and Saltbox Partners LLC as consultant to the Debtors. Louisiana Pellets will look to Headwaters and Saltbox to provide these services: 1. General Financial Advisory and Investment Banking Services. a. Review and analyze the Company's business, financial condition, and prospects; b. If the Company determines to undertake any Restructuring Transaction, any Sale Transaction and/or Financing Transaction, advise and assist the Company in structuring and effecting the financial aspects of any such Transaction or Transactions, subject to the terms and conditions of the Agreement. 2. Restructuring Services. If the Company determines to pursue or effect any Restructuring, Headwaters will: a. Provide financial advice and assistance to the Company in developing and seeking approval of any Restructuring Transaction, including a plan of reorganization or liquidation, which may be a plan under chapter 11 bankruptcy plan ("Plan"). b. Provide financial advice and assistance to the Company in structuring any new securities or obligations to be issued under the Plan; c. Participate in negotiations with any entities or groups affected by the Plan; and d. Participate in hearings before the Bankruptcy Court with respect to the matters necessary. 3. Sales Services. If the Company determines to pursue or effect any Sale, Headwaters will: a. Provide financial advice and assistance to the Company in connection with any such Sale Transaction, identify acquirers ("Acquirers") with respect to such Sale Transaction and, at the Company's request, solicit such Acquirers; b. Assist the Company in developing and preparing offering to be used in soliciting Acquirers with respect to any Sale Transaction; and c. Assist the Company and/or participate in negotiations with Acquirers. 4. Financing Services. If the Company determines to pursue or effect any Financing Transactions, Headwaters will: a. Provide financial advice and assistance to the Company in structuring and effecting any such Financing Transaction, identify potential investors ("Investors") with respect to such Financing Transaction and, at the Company's request, solicit such Investors; b. Assist the Company in developing and preparing Offering Materials to be used in soliciting Investors with respect to any Financing Transaction, and c. Assist the Company and/or participate in negotiations with Investors. Headwaters will be paid monthly retainers and also will be entitled to a sale transaction success fee, a restructuring transaction fee, or a financing transaction fee. Headwaters will receive non-refundable cash fees of $50,000 per month with the first month's fee payable upon execution of this agreement and subsequent fees payable on the 15th of each month thereafter. In the event of a Sale Transaction, three months of Monthly Retainers shall be credited towards a Success Fee for the amounts above the Minimum Success Fee. Headwaters will be paid a percentage of a sale or restructuring transaction as the firm's Success Fee. Those percentages have been redacted and have not been made available to the public. To the best of the Debtor's knowledge, the firms are 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. Headwaters and Saltbox can be reached at: Paul Janson HEADWATERS BD, LLC 1225 17th Street, Suite 2460 Denver, CO 80202 Tel: (303) 572-6000 Fax: (303) 572-6001 - and - Nina Eshoo SALTBOX PARTNERS LLC 41 Madison Avenue, Suite 2529 New York, NY 10010 Tel: (212) 679-5300 E-mail: eshoo@saltboxllc.com About Louisiana Pellets Louisiana Pellets, Inc and German Pellets Louisiana, LLC are members of the "German Pellets" family of companies, which is a family of related companies centered in Wismar, Germany, operating in the wood pellets industry. LPI owns a wood pellet production facility located on 334 acres of land in Urania, Louisiana. The Facility is still under construction and is not yet fully complete or operational. GPLA is the general contractor for construction of the Facility. A contract is in place with E.ON UK PLC (a United Kingdom utility company) to purchase the wood pellet production from the Facility. LPI and PLA sought Chapter 11 protection (Bankr. W.D. La., Lead Case No. 16-80162) on Feb. 18, 2016, due to cost overruns and delays in the course of construction of their still-to-be-completed wood pellet production facility. The petitions were signed by Anna-Kathrin Leibold, president and chief executive officer. The Hon. John W. Kolwe presides over the case. Louisiana Pellets, Inc., estimated assets and debts at $100 million to $500 million. German Pellets estimated assets and debts at $50 million to $100 million. The Debtors tapped Locke Lord LLP, as counsel. According to the docket, the Debtor's Chapter 11 plan and Disclosure Statement are due June 17, 2016. A status conference hearing is scheduled for July 6, 2016, at 9:30 a.m. MALLINCKRODT GROUP: Bank Debt Trades at 3% Off ---------------------------------------------- Participations in a syndicated loan under which Mallinckrodt Group Inc. is a borrower traded in the secondary market at 96.32 cents-on-the-dollar during the week ended Friday, April 29, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.42 percentage points from the previous week. Mallinckrodt Group pays 275 basis points above LIBOR to borrow under the $1.3 billion facility. The bank loan matures on Feb. 25, 2021 and carries Moody's Ba1 rating and Standard & Poor's BB+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended April 29. MODERN SHOE: Case Summary & 18 Largest Unsecured Creditors ---------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Modern Shoe Company LLC 16-11658 101 Sprague Street Hyde Park, MA 02136 Highline United LLC 16-11659 101 Sprague Street Hyde Park, MA 02136 Nature of Business: Specialty designers, wholesalers, and importers of premium-segment footwear and handbags. Chapter 11 Petition Date: May 2, 2016 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Hon. Melvin S. Hoffman Debtors' Counsel: Kenneth S. Leonetti, Esq. FOLEY HOAG LLP Seaport World Trade Center West 155 Seaport Boulevard Boston, MA 02210 Tel: (617) 832-1000 Fax: (617) 832-7000 E-mail: kleonett@foleyhoag.com - and - Michael Licker, Esq. FOLEY HOAG LLP Seaport West 155 Seaport Blvd. Boston, MA 02210 Tel: 617-832-1197 E-mail: mlicker@foleyhoag.com Debtors' Accountant: VERDOLINO & LOWEY, P.C. Debtors' Restructuring Advisor: BERICKSON GROUP, LLC Estimated Estimated Assets Liabilities ---------- ----------- Modern Shoe Company $1MM-$10MM $10MM-$50MM Highline United $10MM-$50MM $10MM-$50MM The petitions were signed by Kimberley Bradley, COO and CFO. List of Modern Shoe's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ ADP LLC Service Fees $150 American Import Shippers Shipping Services $331 Association E-mail: f.delapena@aisaship.com Belk Stores Markdown & Adv Owed $23,000 E-mail: AP_Correspondence@Belk.com Bloomingdale's Markdown & Adv Owed $41,200 Brand Matter LLC Royalty $813,750 1450 Broadway New York, NY 10022 E-mail: cbang@sbg-ny.com California Transport ENT Shipping Services $119 DAMCO Customs Services Custom Broker $43,948 E-mail: valerie.camacho@damco.com Federated Dept. Stores Markdown & Adv Owed $357,000 7 West Seventh St. Cincinnati, OH 45202 Tel: 513-782-1400 Highland Sprague Associates LP Rent $12,881 E-mail: MOConnor@Firsthighland.com JS Int Macao Goods Sold $8,175,226 Offshore Ltd AV.Da Praia Grande 429 16-Andar, Sala 01, EDF Centro Comercial Da Praia China Jacqueline Hou jacqueline.hou@uimax.com Tel: 86 769-83375952 Konica Minolta Business Copier Lease $238 Solutions USA Inc. E-mail: bmcbride@kmbs.k onicaminolta.us Lord and Taylor Markdown & Adv. $301,050 424 Fifth Avenue Owed New York, NY 10018 AP.Helpdesk@lordandtaylor.com Tel: 703-404-9129 Modern China Trading Ltd. Gold Sold $34,116 E-mail: jacqueline.hou@uimax.com Nordstrom Markdown & Adv $3,800 E-mail: merch.ap@nordstrom.com Owed Shred-It USA-New York Services $81 E-mail: patrick.gannon@shredit.com TGF Management Group Services $375 E-mail: susan.guarino@tollgroup.com Universal Int Max Ltd. Goods Sold $1,667 E-mail: jacqueline.hou@uimax.com Zappos.com Inc. Markdown & Adv $53,250 E-mail: lylong@zappos.com Owed B. List of Highline United's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Ash (HK) Ltd Goods Sold $428,610 Unit 1005-06,10/F Tsim Sha Tsui Centre(West Wing) 66 Mody Road Tsim Sha Tsui East Kowloon Hong Kong, China jacqueline.hou@uimax.com Tel: 86 769-83375952 Belk Stores Markdown & Adv. $25,000 E-mail: AP_Correspondenc Owed e@Belk.com Bergdorf Goodman Markdown & Adv. $45,732 E-mail: vendor_relations@ Owed neimanmarcus.com Brand New Day Ltd. Goods Sold $166,099 E-mail: tsmith@brainlabinc.net Damco Customs Services Custom Broker $74,599 E-mail: valerie.camacho@ damco.com Dillard's Markdown & Adv. $60,063 E-mail: vendor.compliance Owed @dillards.com Fox Rothschild LLP Legal Services $24,549 E-mail: Lbudow@foxrothschild.com French Connection Group Licensor $203,661 E-mail: johnd@frenchconnection-usa.com Highline United Asia Ltd. Goods Sold $165,251 E-mail: jacqueline.hou@uimax.com Interpacific Hong Kong Brand Goods Sold $33,922 Ltd. E-mail: jc@ipcla.com JS Internationall Macao Goods Sold $14,520,398 Offshore Ltd. 16/F Flat A Praia Grande Commercial Center No. 429 Praia Grande Road Macao China E-mail: jacqueline.hou@uimax.com Kenneth Horowitz Severance $312,500 50 Fir Drive Roslyn, NY 11576 kenny@bagstudionyc.com Tel: 917-865-2724 Lord and Taylor Markdown & Adv. $114,500 E-mail: AP.Helpdesk@lord Owed andtaylor.com Macys Inc - Parent AP Markdown & Adv. $125,000 Owed Neiman Marcus Parent Comp Markdown & Adv. $51,174 E-mail: neimanmarcus.com owed Nordstrom Markdown & Adv. $11,800 E-mail:merch.ap@nordstrom.com Owed Sole Commerce/AdvanStar Trade Debt $12,400 E-mail: shannon.golliher@ubm.com Tan Holding Corporation Rent $69,400 Universal Int Max Ltd. Goods Sold $1,373,547 Salisbury Road 86 769-83375952 Tsim Sha Tsui Kowloon Hong Kong, China E-mail: jacqueline.hou@ui max.com Von Maur Markdown & Adv. $26,100 E-mail: jblack@vonmaur.com Owed MOTORS LIQUIDATION: Chenaults' State Court Suit Violates Stay ------------------------------------------------------------- Judge Martin Glenn of the United States Bankruptcy Court for the Southern District of New York denied the motion filed by Marlos L. Chenault and Shayrika L. Chenault for determination of applicability of automatic stay. The Chenaults sought an order determining that the automatic stay does not apply to the product liability claims that they are asserting against General Motors LLC ("New GM") in the case styled Chenault v. Continental AG, et al., No. 12EV016009J, State Court of Fulton County, Georgia. Judge Glenn denied the Chenaults' motion. The judge held that New GM is not a successor in interest to General Motors Corporation ("Old GM"), that it is a completely separate legal entity from Old GM, and that New GM did not assume liability for the plaintiffs' claims. Judge Glenn concluded that the filing of the Chenaults' state court claims against Old GM violated the automatic stay. The case is In re: MOTORS LIQUIDATION COMPANY, et al., f/k/a General Motors Corp., et al., Debtors, Case No. 09-50026 (MG) Jointly Administered (Bankr. S.D.N.Y.). A full-text copy of Judge Glenn's April 15, 2016 memorandum opinion and order is available at http://is.gd/38PewRfrom Leagle.com. Motors Liquidation Company, Debtor, represented by Donald F. Baty, Jr. -- dbaty@honigman.com -- Honigman Miller Schwartz and Cohn, LLP, David R. Berz, Weil Gotshal & Manges, LLP, Judy B. Calton -- jcalton@honigman.com -- Honigman Miller Schwartz & Cohn, LLP,Stephen Karotkin -- stephen.karotkin@weil.com -- Weil, Gotshal & Manges LLP, Deborah Kovsky-Apap -- kovskyd@pepperlaw.com -- Pepper Hamilton LLP, Robert J. Lemons -- robert.lemons@weil.com -- Weil Gotshal & Manges, LLP, Harvey R. Miller, Weil, Gotshal & Manges, LLP, Daniel R. Murray -- dmurray@jenner.com -- Jenner & Block, LLP, Joseph R. Sgroi -- jsgroi@honigman.com -- Honigman Miller Schwartz and Cohn LLP, Tricia A. Sherick -- tsherick@honigman.com -- Honigman Miller Schwartz and Cohn, LLP, Joseph H. Smolinsky -- joseph.smolinsky@weil.com -- Weil, Gotshal & Manges LLP, Patrick J. Trostle -- ptrostle@jenner.com -- Jenner & Block LLP, Robert B. Weiss, Honigman Miller Schwartz & Cohn, LLP. William D. Pilgrim, et al., Plaintiff, represented by Andre E. Jardini -- aej@kpclegal.com -- Knapp, Petersen & Clarke. Wilmington Trust Company, Trustee, represented by Lisa H. Rubin -- lrubin@gibsondunn.com -- Gibson Dunn & Crutcher LLP, Aric Wu, Gibson -- awu@gibsondunn.com -- Dunn & Crutcher LLP. United States Trustee, U.S. Trustee, represented by Brian Shoichi Masumoto, Office of the United States Trustee Andrea B. Schwartz, Dept. of Justice - Office of the U.S. Trustee Andrew D. Velez-Rivera, Office of the U.S. Trustee. GCG, Inc. Claims Agent, Claims and Noticing Agent, represented by Angela Ferrante, Garden City Group, LLC, Jeffrey S. Stein, The Garden City Group, Inc.. Official Committee of Unsecured Creditors of General Motors Corporation, Creditor Committee, represented by Philip Bentley -- pbentley@kramerlevin.com -- Kramer, Levin, Naftalis & Frankel, LLP, David E. Blabey -- dblabey@kramerlevin.com -- Kramer Levin Naftalis & Frankel LLP, Amy Caton -- acaton@kramerlevin.com -- Kramer Levin Naftalis & Frankel, LLP, Eric Fisher, Dickstein Shapiro LLP, Lauren Macksoud, Kramer Levin LLP, Thomas Moers Mayer -- tmayer@kramerlevin.com -- Kramer Levin Naftalis & Frankel, LLP, Gordon Z. Novod, Kramer Levin Naftalis & Frankel LLP, Gregory G. Plotko -- gplotko@kramerlevin.com -- Kramer Levin Naftalis & Frankel LLP, Adam C. Rogoff -- arogoff@kramerlevin.com -- Kramer Levin Naftalis & Frankel LLP, Robert T. Schmidt -- rschmidt@kramerlevin.com -- Kramer, Levin, Naftalis & Frankel, LLP, Jennifer Sharret -- jsharret@kramerlevin.com -- Kramer Levin Naftalis & Frankel LLP. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. As of June 30, 2015, Motors Liquidation had $860 million in total assets, $74 million in total liabilities and $786 million in net assets in liquidation. MUSCLEPHARM CORP: Amends 2015 Annual Report ------------------------------------------- MusclePharm Corporation filed an amendment to its annual report on Form 10-K for the year ended Dec. 31, 2015, solely for the purpose of including the information required by Part III of Form 10-K. Such information was previously omitted from the Original 10-K Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information to be incorporated in the Form 10-K by reference to its definitive proxy statement for the 2016 Annual Meeting of Stockholders if such proxy statement is filed no later than 120 days after the Company's fiscal year end. Part III contains information about: Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accounting Fees and Services A full-text copy of the Form 10-K/A is available for free at: http://is.gd/A2HzSV About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life- style company that develops and manufactures a full line of National Science Foundation approved nutritional supplements that are 100 percent free of banned substances. MusclePharm is sold in over 120 countries and available in over 5,000 U.S. retail outlets, including GNC and Vitamin Shoppe. MusclePharm products are also sold in over 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. MusclePharm Corporation reported a net loss of $13.8 million in 2014, a net loss of $17.7 million in 2013 and a net loss of $19 million in 2012. As of Sept. 30, 2015, the Company had $62.2 million in total assets, $67.8 million in total liabilities and a $5.54 million total stockholders' deficit. NEIMAN MARCUS: Bank Debt Trades at 5% Off ----------------------------------------- Participations in a syndicated loan under which Neiman Marcus Group Inc. is a borrower traded in the secondary market at 95.19 cents-on-the-dollar during the week ended Friday, April 29, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 1.11 percentage points from the previous week. Neiman Marcus Group Inc. pays 300 basis points above LIBOR to borrow under the $2.9 billion facility. The bank loan matures on Feb. 17, 2021 and carries Moody's Caa2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended April 29. NEPHROGENEX INC: Meeting to Form Creditors' Panel Set for May 12 ---------------------------------------------------------------- Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on May 12, 2016, at 10:00 a.m. in the bankruptcy case of NephroGenex, Inc. The meeting will be held at: Sheraton Suites Wilmington Downtown 422 Delaware Ave. Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. NEWBURY COMMON: Stay Must be Lifted, U.S. Bank Insists ------------------------------------------------------ Lender U.S. Bank National Association filed with the U.S. Bankruptcy Court for the District of Delaware its reply to Newbury Common Associates, LLC, et al.'s objection to the Lender's motion for relief from the automatic stay pursuant to Sections 362 and 553 of the United States Bankruptcy Code. The Lender is the Trustee for the Registered Holders of Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2007-GG9, Commercial Mortgage Pass-Through Certificates, Series 2007-GG9. Debtor 300 Main Street Associates, LLC is indebted to the Lender, as memorialized in a series of commercial mortgage loan documents. The outstanding principal balance of the Loan is $11,500,000. The Objection of Debtor 300 Main Street Associates, LLP, to the Motion contains one basic argument -- the Lender should be compelled to wait and see what happens in the sale process, Kate Roggio Buck, Esq., McCarter & English, LLP, in Wilmington, Delaware -- kbuck@mccarter.com -- tells the Court. She contends that the Debtor makes this argument without presenting any evidence to the Court of the likely results of an imminent sale or in rebuttal to the evidence presented by the Lender as to the value of the property and the amount of the debt. Ms. Buck further asserts that the Debtor's argument ignores the Congressional intent of Section 362(d)(3) of the Bankruptcy Code and deprives the Lender of the protections afforded a secured party in a single asset real estate proceeding. Accordingly, she points out, the Debtor's objection has no merit and the Lender's Motion should be granted. The Lender is represented by: Kate Roggio Buck, Esq. McCARTER & ENGLISH, LLP Renaissance Centre 405 N. King Street, 8th Floor Wilmington, DE 19801 Telephone: (302) 984-6300 Facsimile: (302) 984-6399 E-mail: kbuck@mccarter.com About Newbury Common Associates Newbury Common Associates, LLC, et al., comprise a corporate enterprise that owns a diverse portfolio of high quality, distinctive commercial, hospitality and residential properties with an aggregate of approximately 800,000 square feet located primarily in Stamford, Connecticut. On Dec. 13, 2015, Newbury Common Associates, LLC, and 13 affiliates each commenced a voluntary case (Bankr. D. Del. Lead Case No. 15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14, Tag Forest LLC commenced a Chapter 11 case (collectively, "Original Debtors"). On Feb. 3, 2016, Newbury Common Member Associates, LLC and 8 affiliates commenced a voluntary case under chapter 11 of the Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue Associates, LLC filed a Chapter 11 petition (collectively "Additional Debtors"). Seaboard Realty, LLC, its principals or entities it manages serve as the manager under the operating agreements for each of the Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L. Kelly, Jr. and 25% by William A. Merritt, Jr. The Original Debtors other than Seaboard Residential, LLC, Tag, and Newbury Common Associates, LLC, are holding companies whose assets are substantially comprised of the equity of the Property Owner Debtors. The Debtors' eight operating property are owned by the "Property Owner Debtors", namely Century Plaza Investor Associates, LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS Associates, LLC; Park Square West Associates, LLC; Clocktower Close Associates, LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue Associates, LLC; 220 Elm Street I, LLC; 300 Main Street Associates, LLC; and Seaboard Residential, LLC. The Original Debtors' chapter 11 cases are being jointly administered pursuant to an order entered Dec. 18, 2015. The Debtors later won approval of a supplemental motion seeking joint administration of the Additional Debtors' Chapter 11 cases with the cases of the Original Debtors for procedural purposes only. As of Jan. 7, 2016, the Debtors had incurred purported aggregate funded secured indebtedness of approximately $177.2 million in principal, including approximately $150.4 million of property-level secured debt and approximately $26.8 million of purported and allegedly unauthorized mezzanine debt. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Dechert LLP as attorneys, and Donlin Recano as claims and noticing agent. NEWBURY COMMON: U.S. Bank Opposes Bid to Hire Real Estate Brokers ----------------------------------------------------------------- Lender U.S. Bank National Association filed with the U.S. Bankruptcy Court for the District of Delaware its objection to Newbury Common Associates, LLC, et al.'s application to employ Keen-Summit Capital Partners LLC, Savills Studley, Inc., and FTI Consulting Realty LLC as real estate brokers, nunc pro tunc to March 31, 2016. The Lender is the Trustee for the Registered Holders of Greenwich Capital Commercial Funding Corp., Commercial Mortgage Trust 2007-GG9, Commercial Mortgage Pass-Through Certificates, Series 2007-GG9. Debtor 300 Main Street Associates, LLC is indebted to the Lender, as memorialized in a series of commercial mortgage loan documents. The outstanding principal balance of the Loan is $11,500,000. Repayment of the Loan is secured by a mortgage on a commercial office building commonly known as 300 Main Street, in Stamford, Connecticut. Pursuant to the terms of the mortgage, the Lender holds an absolute assignment of rents, issues and profits from the 300 Main Property. As acknowledged by 300 Main in its First Day Motion, the Rents constitute the Lender's cash collateral, Kate Roggio Buck, Esq., McCarter & English, LLP, in Wilmington, Delaware -- kbuck@mccarter.com -- tells the Court. The scope of 300 Main's ability to use the Rents is the subject of various cash collateral motions in this proceeding. The Lender consistently has objected to the Debtors' proposed use of the Rents other than for direct expenses related to the operation and maintenance of the 300 Main Property. As an initial matter, the Lender objects to any payments or proposed payments from the Rents or from the proceeds of the sale of the 300 Main Property to any third party prior to payment in full of the Loan. Ms. Buck notes that this includes any Section 506(c) surcharge as the sale process is not for the benefit of the Lender. The Lender objects to the Broker Motion for two additional reasons: (1) the Credit Bid Fee of $50,000 should be stricken. The Broker seeks a Credit Bid Fee if "the mortgagee of any Real Property acquires such Property by means of a credit bid." Pursuant to Section 363(k) of the Bankruptcy Code, a secured creditor has an absolute right to credit bid at a sale of its collateral and the Bankruptcy Code does not impose a fee on the creditor for exercising that right. Therefore, there is no basis for imposing the Credit Bid Fee in this case; and (2) the Lender objects to the Broker Motion to the extent it seeks to surcharge the Lender or the 300 Main Property for: * Litigation Support and Resulting Consulting Services; * the Marketing Fee payable in connection with a sale to the Stalking Horse bidder; and * for Expenses. Once again, the Debtors are not abiding by the corporate separateness of the affiliated entities. The Lender and its collateral, the 300 Main Property and the Rents, should not bear the expense of the Debtors' sale process, especially because this entire process is solely for the benefit of creditors, equity holders or other parties in interest who will be receiving the benefit of any excess sale proceeds. To the extent the Debtors and the Broker seek to recover any compensation from the Lender or its collateral over the Lender's objection, the Debtors and the Broker must bear the burden of presenting accurate records and proofs specific to each property so support the requested fees, Ms. Buck contends. As such, she asserts, aggregate record keeping is unacceptable. She insists that the Broker should be required to maintain records on a project by project basis. The Lender is represented by: Kate Roggio Buck, Esq. McCARTER & ENGLISH, LLP 405 N. King Street, 8th Floor Wilmington, DE 19801 Telephone: (302) 984-6300 E-mail: kbuck@mccarter.com - and - Joseph Lubertazzi, Jr. Esq. McCARTER & ENGLISH, LLP Four Gateway Center 100 Mulberry Street Newark, NJ 07102 Telephone: (973) 639-2082 E-mail: jlubertazzi@mccarter.com About Newbury Common Associates Newbury Common Associates, LLC, et al., comprise a corporate enterprise that owns a diverse portfolio of high quality, distinctive commercial, hospitality and residential properties with an aggregate of approximately 800,000 square feet located primarily in Stamford, Connecticut. On Dec. 13, 2015, Newbury Common Associates, LLC, and 13 affiliates each commenced a voluntary case (Bankr. D. Del. Lead Case No. 15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14, Tag Forest LLC commenced a Chapter 11 case (collectively, "Original Debtors"). On Feb. 3, 2016, Newbury Common Member Associates, LLC and 8 affiliates commenced a voluntary case under chapter 11 of the Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue Associates, LLC filed a Chapter 11 petition (collectively "Additional Debtors"). Seaboard Realty, LLC, its principals or entities it manages serve as the manager under the operating agreements for each of the Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L. Kelly, Jr. and 25% by William A. Merritt, Jr. The Original Debtors other than Seaboard Residential, LLC, Tag, and Newbury Common Associates, LLC, are holding companies whose assets are substantially comprised of the equity of the Property Owner Debtors. The Debtors' eight operating property are owned by the "Property Owner Debtors", namely Century Plaza Investor Associates, LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS Associates, LLC; Park Square West Associates, LLC; Clocktower Close Associates, LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue Associates, LLC; 220 Elm Street I, LLC; 300 Main Street Associates, LLC; and Seaboard Residential, LLC. The Original Debtors' chapter 11 cases are being jointly administered pursuant to an order entered Dec. 18, 2015. The Debtors later won approval of a supplemental motion seeking joint administration of the Additional Debtors' Chapter 11 cases with the cases of the Original Debtors for procedural purposes only. As of Jan. 7, 2016, the Debtors had incurred purported aggregate funded secured indebtedness of approximately $177.2 million in principal, including approximately $150.4 million of property-level secured debt and approximately $26.8 million of purported and allegedly unauthorized mezzanine debt. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Dechert LLP as attorneys, and Donlin Recano as claims and noticing agent. NORFE GROUP: Asks Court to Junk PRAPI's Lift Stay Motion -------------------------------------------------------- Norfe Group Corp. asks the U.S. Bankruptcy Court for the District of Puerto Rico for an urgent order to dismiss motion for relief from the automatic stay filed by PR Asset Portfolio 2013-1 International Sub I, LLC. PRAPI is a secured and judgment creditor of the Debtor. On March 15, 2016, PRAPI filed the Relief Motion, without including any appraisal report to be used during the hearing on the Relief Motion, as required by Local Bankruptcy Rule 4001-1(d). The Debtor subsequently filed its objection to the Relief Motion and PRAPI filed a motion for leave to file a reply to the Urgent Motion. The Court granted the Motion for Leave and PRAPI filed the Reply, including an appraisal report prepared by McCloskey, Mulet & Bonnin Appraisers, P.S.C. Mohammad Saleh Yassin, Esq., at Charles A. Cuprill, P.S.C., Law Offices, in San Juan, Puerto Rico -- m.yassin@cuprill.com -- contends that the Relief Motion should be summarily denied since it is procedurally defective, failing to include the Appraisal Report as required by LBR 4001-1(d). He adds that PRAPI also failed to comply with LBR 4001-1(c)'s notification requirements, rendering the same procedurally defective since it failed to include the Appraisal Report in its mailing of March 17, 2016, depriving the parties listed in LBR 4001-1(c) of adequate notice. As provided for in Local Bankruptcy Rule 9013–1 (a), the Debtor has carefully examined the matter set forth herein and has concluded that there is a true need for the dispositions on an expedited basis, that the Debtor has not created the urgency through any lack of due diligence and has made a bona fide effort to resolve the matter without a hearing, Mr. Yassin contends. PRAPI Wants to Oppose PRAPI filed with the Court a notice of intent to oppose the Debtor's Motion to Dismiss. Hermann D. Bauer, Esq., at O'Neill & Borges LLC, in San Juan, Puerto Rico -- hermann.bauer@oneillborges.com -- alleges that the Motion to Dismiss is the Debtor's most recent the pretextual and bad-faithed pleading in this bankruptcy case. He says that PRAPI has already noted the Debtor's obstruction of discovery. PRAPI has further noted the Debtor's disregard of this Honorable Court's Orders and illegal use of cash collateral, Mr. Bauer asserts. "Now, Debtor intentionally misuses the extraordinary remedies set forth in Local Rule 9013-1 for what is an obvious ordinary pleading, with no significant basis for further consideration," he contends. About Norfe Group Norfe Group Corp. filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-00285) in Old San Juan, Puerto Rico, on Jan. 20, 2016. The petition was signed by David Efron, president. The firm scheduled $17,269,436 in total assets and $31,441,591 in total liabilities. The Debtor tapped Charles Alfred Cuprill, Esq., at Charles A Cuprill, PSC Law Office, as counsel. CPA Luis R. Carrasquillo & Co., P.S.C., serves as financial consultant. NORFE GROUP: Court Allows Use of Estate Property ------------------------------------------------ Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the District of Puerto Rico granted Norfe Group Corp.'s urgent motion for use of property of the estate and adequate protection, subject to no oppositions being filed. According to the order, if an objection is timely filed, a hearing will be scheduled on this matter on May 10, 2016, at 9:00 a.m. PRAPI Objects PR Asset Portfolio 2013-1 International Sub I, LLC, a secured and judgment creditor, objects to the Debtor's the Cash Collateral Motion. The Debtor is the proprietor and operator of a certain real estate located in San Juan, Puerto Rico. This Real Estate Collateral generates rents, which are the Cash Collateral of PRAPI. PRAPI argues, among other things, that the Cash Collateral Motion is yet another chapter in the Debtor's continuing efforts to delay the resolution of this matter. PRAPI adds that the motion was filed in clear disregard of this Court's Order approving PRAPI's Motion to Prohibit Cash Collateral, which Prohibition Order, in turn, was predicated on PRAPI's liens over the Rents generated by the Real Estate Collateral. The foregoing underscores the pretextual and bad-faithed nature of the Debtor's belated challenge to PRAPI's liens on the Rents, which matters should have been raised before this Court by the March 7, 2016 deadline and were not, and whose inaction constitutes an express waiver of any and all objections over PRAPI's Cash Collateral, according to the objection. PRAPI is represented by: Hermann D. Bauer, Esq. Nayuan Zouairabani, Esq. O'NEILL & BORGES LLC American International Plaza 250 Munoz Rivera Avenue, Suite 800 San Juan, PR 00918-1813 Telephone: (787) 764-8181 Facsimile: (787) 753-8944 E-mail: hermann.bauer@oneillborges.com nayuan.zouairabani@oneillborges.com About Norfe Group Norfe Group Corp. filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-00285) in Old San Juan, Puerto Rico, on Jan. 20, 2016. The petition was signed by David Efron, president. The firm scheduled $17,269,436 in total assets and $31,441,591 in total liabilities. The Debtor tapped Charles Alfred Cuprill, Esq., at Charles A Cuprill, PSC Law Office, as counsel. CPA Luis R. Carrasquillo & Co., P.S.C., serves as financial consultant. NORTEL NETWORKS: U.S. Challenge Shut Down by Canadian Court ----------------------------------------------------------- Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review, reported that a Canadian court has shut down a legal challenge by Nortel Networks Corp.'s U.S. unit to a ruling on how to divide some $7.3 billion raised in the defunct telecommunications giant's international bankruptcy. According to the report, the decision from the Court of Appeal for Ontario closed off the avenue of appeal in Canada to Nortel's U.S. unit and its creditors, including bondholders unhappy with rulings last year from U.S. and Canadian courts that set out a formula for sharing the money. "Consistent allocation decisions have been issued by the Canadian and U.S. courts. A further appeal proceeding in Canada would achieve nothing but more delay, greater expense and an erosion of creditor recoveries," the appeals court judges wrote, the report related. An appeal continues in the U.S., where Nortel's U.S. division and creditors hope to upset a decision they say wasn't founded in law or justified by the facts of the case, the report further related. A lawyer for Nortel U.S. creditors said he hadn't yet discussed with his clients the decision denying them permission to appeal, the report noted. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., and Howard S. Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serve as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. An ad hoc group of bondholders also was organized. An Official Committee of Retired Employees and the Official Committee of Long-Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. The trial on how to divide proceeds among creditors in the U.S., Canada, and Europe commenced on Sept. 22, 2014. The question of how to divide $7.3 billion raised in the international bankruptcy of Nortel Networks Corp. was answered on May 12, 2015, by two judges, one in the U.S. and one in Canada. Justice Frank Newbould of the Ontario Superior Court of Justice in Toronto and Judge Kevin Gross of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the outcome: a modified pro rata split of the money. OUTER HARBOR: Insists Gibson Dunn Has Expertise in NLRB Action -------------------------------------------------------------- Outer Harbor Terminal, LLC, filed with the U.S. Bankruptcy Court for the District of Delaware its reply to the objection of IAM & AW District Lodge No. 190 and East Bay Automotive Machinists Local Lodge No. 1546 to the Debtor's application to employ Gibson, Dunn & Crutcher LLP as special counsel. The Debtor seeks to employ a special counsel in connection with the "unfair labor practice" proceeding filed against the Debtor by the National Labor Relations Board on July 30, 2013. Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware -- collins@rlf.com -- contends that it cannot be disputed that the Debtor is well within its rights to seek to employ competent counsel to defend it in the pending NLRB Action. Thus, he argues, it smacks of bad faith for the IAM -- the alleged aggrieved party which filed the complaint that triggered the NLRB Action -- to dispute or seek to interfere with the Debtor's ability to retain Gibson Dunn as it special labor counsel to defend itself in the NLRB Action. Tellingly, Mr. Collins says, nowhere in the Objection does the IAM dispute that Gibson Dunn is wholly qualified to defend the Debtor in the NLRB Action. He explains that as more fully described in the Gibson Application, the Debtor believes that Gibson Dunn, the firm which has represented the Debtor in the NLRB Action since July 2013, has the requisite qualifications, expertise and experience that make it best-suited to represent the Debtor in the NLRB Action during the pendency of this Chapter 11 case. About Outer Harbor Terminal Outer Harbor Terminal, LLC -- aka Ports America Outer Terminal, LLC, PAOH, and PAOHT -- is an Oakland, California-based port operator. It is a joint venture between Ports America and Terminal Investment Ltd. Outer Harbor is winding down operations. Ports America is leaving Oakland to concentrate its investments in other terminals that the company operates in Tacoma, Los Angeles-Long Beach, New York-New Jersey and Baltimore. Oakland, California-based port operator Outer Harbor Terminal, LLC filed for Chapter 11 protection (Bankr. D. Del. Case No. 16-10283) on Feb. 1, 2016. The petition was signed by Heather Stack, chief financial officer. The Hon. Laurie Selber Silverstein is the case judge. The Debtor scheduled $103 million in assets and $370 million in debt. Milbank, Tweed, Hadley & Mccloy LLP is the Debtor's general counsel. Mark D. Collins, Esq., at Richards, Layton & Finger, P.A. serves as its Delaware counsel. Prime Clerk LLC is the claims and noticing agent. PACIFIC EXPLORATION: PwC Named as CCAA Monitor ---------------------------------------------- Pacific Exploration & Production Corporation and its affiliates obtained an order from the Ontario Superior Court of Justice Commercial List pursuant to the Companies' Creditors Arrangement Act under Court file No. CV-16-11363-00CL. Under the initial order, PricewaterhouseCoopers Inc. was appointed as monitor of the companies. A copy of the initial order and other public information in respect of the CCAA proceedings are available at http://www.pwc.com/ca/pacificor may be obtained by contacting: PricewaterhouseCoopers Inc. Monitor of Pacific Exploration & Production Corporation et al. PwC Tower 18 York Street, Suite 2600 Toronto, ON M5 0B2 Attention: Tammy Muradova Email: cmt_processing@ca.pwc.com Canada/US: +1 844 855 8568 Colombia: 01 800 518 2167 Local US: +1 503 520 4469 About Pacific Exploration & Production 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. PALADIN ENERGY: Hires Munsch Hardt Kopf & Harr as Attorneys ----------------------------------------------------------- Paladin Energy Corp., seeks permission from the U.S. Bankruptcy Court for the Northern District of Texas to employ Munsch Hardt Kopf & Harr, P.C. as Attorneys for Debtor-in-Possession. The Debtor requires Munsch Hardt to: a. serve as attorneys of record for the Debtor in all aspects, to include any adversary proceedings commenced in connection with the Bankruptcy Case and to provide representation and legal advice to the Debtor throughout the Bankruptcy Case; b. assist the Debtor in carrying out its duties under the Bankruptcy Code, including advising the Debtor of such duties, its obligation, and its legal rights; c. consult with the United States Trustee, any statutory committee that may be formed, and all other creditors and parties-in-interest concerning administration of the Bankruptcy Case; d. assist in potential sales of the Debtor's assets; e. prepare on behalf of the Debtor all motions, applications, answer, orders, reports, and other legal papers and documents to further the Estate's interest and objectives, and to assist the Debtor in the preparation of schedules, statements, and reports, and to represent the Debtor and the Estate at all related hearings and at all related meetings of creditors, US Trustee interviews, and the like; f. assist the Debtor in connection with formulation and confirming a Chapter 11 plan; g. assist the Debtor in analyzing and appropriately treating the claims of creditors; h. appear before this Court and any appellate courts or other courts having jurisdiction over any matter associated with the Bankruptcy Case; and i. perform all other legal services and provide all other legal advice to the Debtor as may be required or deemed to be in the interest of the Estate in accordance with the Debtor's powers and duties as set forth in the Bankruptcy Code. Munsch Hardt hourly rates range from $750 for shareholders with the billings rate, to $180 for paralegals with the lowest billing rates. Munsch Hardt's rate for the attorneys and paralegals who will most likely be working on the Bankruptcy Case are: Davor Rukavina, Shareholder $425/hour (reduced from $450) Edward Clarkson, Associate $320/hour Munsch Hardt rates are subject to periodic adjustment (normally at year-end) to reflect economic, experience, and other similar factors. Munsch Hardt will also be reimbursed for reasonable out-of-pocket expenses incurred. Davor Rukavina, Esq., shareholder of Munsch Hardt, 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. Munsch Hardt can be reached at: Davor Rukavina MUNSCH HARDT KOPF & HARR, P.C. 3800 Lincoln Plaza 500 N. Akard Street Dallas, TX 75201 Telephone: (214)855-7587 Facsimile: (214)978-5359 PASSAIC HEALTHCARE: $550K Sale of All Assets to MedStar Approved ---------------------------------------------------------------- Judge Christine M. Gravelle on April 27, 2016, entered an order authorizing Passaic Healthcare Services, LLC, d/b/a Allcare Medical, et al., to sell substantially all of their assets to MedStar Surgical & Breathing Equipment, Inc., for $550,000. According to the Sale Order, the Debtors do not have authority to sell or otherwise transfer any equipment owned by LifeGas, a division of Linde Gas North America, LLC, and no such equipment owned by LifeGas will be included in the assets sold by the Debtors. A copy of the Sale Order is available at: http://bankrupt.com/misc/Passaic_466_Sale_Ord.pdf As reported in the April 25, 2016 edition of the TCR, the pertinent provisions of the Asset Purchase Agreement are as follows: a. The Parties have agreed that the remaining balance owed to MidCap Funding IV Trust which is approximately $1,705,948 remains in first lien position above the remaining junior creditors, such that MidCap Funding must be paid in full before any of the other creditors receive any proceeds from the Debtors' estate, with the exception of a limited pot of proceeds that are generated from the sale of the Debtors' durable medical equipment. b. The Parties have also agreed that the Buyer will pay a total of $550,000, of which the Transferred Assets will be sold to the Buyer free and clear of all existing liens, claims and encumbrances for the sum of $525,000 which shall be paid to MidCap, and in addition to the Sale transaction, and in exchange for a release of claim, if any, that Essex Capital Corporation or Cornerstone Essex Leasing Co. LLC could assert against MedStar, MedStar will pay $25,000 directly to Essex. From its portion of the Sale proceeds, MidCap has agreed to provide a carve-out in the amount of $75,000 to the Debtors' counsel and Committee's professionals. c. Furthermore, the Parties have also stipulated that the Debtors are solely responsible for the payment of all taxes, if any, and MedStar will not assume, agree to pay, discharge or satisfy any debt, liability or obligation of the Debtor. Passaic Healthcare Services, LLC d/b/a Allcare Medical, et al. are represented by: Joseph J. DiPasquale, Esq. Thomas M. Walsh, Esq. TRENK, DiPASQUALE, DELLA FERA & SODONO, P.C. 347 Mt. Pleasant Avenue, Suite 300 West Orange, NJ 07052 Telephone: (973) 243-8600 E-mail: jdipasquale@trenklawfirm.com twalsh@trenklawfirm.com About Passaic Healthcare Based in Plainview, New York, Passaic Healthcare Services, LLC, doing business as Allcare Medical, is a full service durable medical equipment company specializing in clinical respiratory, wound care and support services. Passaic, which employs 200 individuals, has seven locations in New Jersey, New York and Pennsylvania. Passaic began operations in December 2010 after it acquired substantially all of the assets of C&C Homecare, Inc., and Extended Care Concepts through a bankruptcy sale under 11 U.S.C. Sec. 363. After acquiring 100% of the equity interests in Galloping Hill Surgical, LLC, and Allcare Medical SNJ, LLC, Passaic began using "Allcare Medical" as trade name for its entire business, and discontinued marketing under the name C&C Homecare. Passaic Healthcare filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 14-36129) in Trenton, New Jersey, on Dec. 31, 2014. The case is assigned to Judge Christine M. Gravelle. Judge Christine M. Gravelle directed that the cases of Passaic Healthcare Services, LLC, Galloping Hill Surgical LLC, and Allcare Medical SNJ LLC, are jointly administered with Case No. 14-36129. The Debtor has tapped Joseph J. DiPasquale, Esq., and Thomas Michael Walsh, Esq., at Trenk, DiPasquale, Della Fera & Sodono, P.C., in West Orange, New Jersey, as counsel. The Debtor disclosed $15,663,665 in assets and $46,734,414 in liabilities as of the Chapter 11 filing. The U.S. Trustee for Region 3 appointed five creditors to serve on the Official Committee of Unsecured Creditors. The Committee tapped Arent Fox LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New York, LLC as it financial advisors. PBS FOODS: Lex. Ave.'s Bid for Relief from Rule 9019 Order Denied ----------------------------------------------------------------- Judge James L. Garrity, Jr., of the United States Bankruptcy Court for the Southern District of New York denied the motion filed by 1032-1034 Lex. Ave. Ltd. for relief from the court's previous order approving a settlement and compromise of all claims asserted in an adversary proceeding by Yann Geron, as plaintiff and chapter 7 trustee of the debtor's estate, against Holding Capital Group, Inc., and FP Holdings, LLC. 1032-1034 Lex. Ave. Ltd., the former landlord of PBS Foods, LLC d/b/a Payard Patisserie & Bistro, filed a motion under Rule 9024 of the Federal Rules of Bankruptcy Procedure for relief from the Rule 9019 Order, contending that it is in possession of "newly discovered evidence," which should have been produced by the Trustee in response to Lex. Ave.'s discovery requests relating to the Trustee's motion under Bankruptcy Rule 9019 for approval of the settlement offer and which, if considered by the court, would have altered the court's decision to approve that motion. Lex. Ave. also contended that a review of the contents of the new documents proves that during the renewed Rule 9019 hearing the Trustee mispresented facts to the court. Lex. Ave. asserted that in the face of that conduct, and pursuant to Rules 60(b)(2), (3), and (6) of the Federal Rules of Civil Procedure, made applicable to the case by Bankruptcy Rule 9024, the court should vacate the Rule 9019 Order. The Trustee and the defendants opposed Lex. Ave.'s motion. Judge Garrity stated that the Rule 9019 Order is the subject of a pending appeal, and, accordingly, the court has no jurisdiction to grant the motion. Nonetheless, the judge also stated that under Bankruptcy Rule 8008(a), the court is authorized to (i) defer considering the motion, (ii) deny the motion, or (iii) issue an indicative ruling by stating that the motion raises a substantial issue or that the court would grant the motion if the district court remands the matter for that purpose. Judge Garrity denied Lex. Ave.'s motion, finding that Lex. Ave. has not established a right to relief from the Rule 9019 Order. The case is In re: PBS FOODS, LLC d/b/a PAYARD PATISSERIE & BISTRO, Chapter 7, Debtor, Case No. 09-15629 (JLG) (Bankr. S.D.N.Y.). The adversary proceeding is YANN GERON, Chapter 7 Trustee of the Estate of PBS FOODS, LLC d/b/a/ PAYARD PATISSERIE & BISTRO, Plaintiff, v. HOLDING CAPITAL GROUP, INC. and FP HOLDINGS, LLC, Defendants, Adv. Proc. No. 11-02717 (JLG) (Bankr. S.D.N.Y.). A full-text copy of Judge Garrity's April 8, 2016 memorandum decision and order is available at http://is.gd/oyHYO6from Leagle.com. PBS Foods, LLC d/b/a Payard Patisserie & Bistro is represented by: Nancy Lynne Kourland, Esq. ROSEN & ASSOCIATES, P.C. 747 Third Avenue New York, NY 10017-2803 Tel: (212)223-1100 Fax: (212)223-1102 Email: nkourland@rosenpc.com -- and -- John I. O'Neill, Esq. BLEAKLEY PLATT & SCHMIDT, LLP One North Lexington Avenue White Plains, NY 10601 Tel: (914)949-2700 Fax: (914)683-6956 Email: joneill@bpslaw.com PENN VIRGINIA: Tells SEC Bankruptcy Filing "Highly Likely" ---------------------------------------------------------- Andrew Maykuth, writing for The Philadelphia Inquirer, reported that Penn Virginia Corp., the embattled Radnor oil and gas producer, stated on April 29 in a U.S. Securities and Exchange Commission filing that it is "highly likely" it will seek Chapter 11 bankruptcy protection to restructure $1.2 billion in debt. According to the report, the company, which is among many U.S. oil and gas producers in financial trouble because of low energy prices, acknowledged in its first-quarter earnings report that it is in default under its revolving credit agreement. Its lenders have agreed not to declare default until May 10 if certain conditions have been satisfied, the report related. Penn Virginia spent $7.8 million in the first quarter on financial advisers and $3.3 million to banks and unsecured note-holders in an effort to refinance the company, the report said. * * * As previously reported by The Troubled Company Reporter, on April 25, 2016, reported that Standard & Poor's Ratings Services lowered its corporate credit rating on U.S.-based oil and gas exploration and production company Penn Virginia Corp. to 'D' from 'CCC'. At the same time, S&P lowered its issue-level rating on the company's senior unsecured debt to 'D' from 'CC'. The recovery rating is '6', indicating S&P's expectation of negligible (0% to 10%) recovery in the event of a payment default. The 'D' rating reflects Penn Virginia's decision not to make the interest payment on its 7.25% senior unsecured notes due 2019 on April 15, and S&P's belief that the company will not make this payment before the 30-day grace period ends. S&P believes the company will likely reorganize under Chapter 11. PIONEER HEALTH: Judge Orders Administrative Consolidation of Cases ------------------------------------------------------------------ A federal judge ordered the administrative consolidation of the Chapter 11 cases of Pioneer Health Services Inc. and Pioneer Health Services of Early County LLC. Judge Neil Olack of the U.S. Bankruptcy Court for the Southern District of Mississippi ordered that PHSEC's case be administratively consolidated with the main bankruptcy case of Pioneer Health under Case No. 16-01119. Pioneer Health owns the company, which filed for bankruptcy protection on April 8. Judge Olack had earlier approved the administrative consolidation of the bankruptcy cases of Pioneer Health and its six affiliates, except Medicomp Inc., court filings show. In connection with Judge Olack's ruling, creditors of each company were required to file proofs of their claim in the case in which the debt was incurred and not in Pioneer Health's main bankruptcy case unless it was incurred in that case. About Pioneer Health Pioneer Health Services, Inc. and its debtor-affiliates, including Medicomp Inc., filing separate Chapter 11 bankruptcy petitions (Bankr. S.D. Miss. Case No. 16-01119 to 16-01126) on March 30, 2016. The Debtors provide healthcare services to rural communities, and own and manage rural critical access hospitals. Judge Hon. Neil P. Olack presides over the Debtors' cases. The Law Offices of Craig M. Geno PLLC serves as the Debtors' counsel. Pioneer Health Services estimated $10 million to $50 million in both assets and liabilities. The petitions were signed by Joseph S. McNulty III, president. PIONEER HEALTH: Trustmark Wants Automatic Stay Relief ----------------------------------------------------- Trustmark National Bank asks the U.S. Bankruptcy Court for the Southern District of Mississippi for relief from the automatic stay and to authorize the abandonment of property of Pioneer Health Services, Inc., et. al.'s estate, or for adequate protection. Trustmark loaned the Debtors $4,759,995 under a Promissory Note. The Promissory Note was renewed and the loan extended, on four separate occasions. The current maturity date of the loan is June 7, 2016. Trustmark contends that as of the Petition Date, the outstanding balance on the loan is at least $3,844,533.62, including fees and expenses. The Debtors' obligations to Trustmark are secured by: (i) the Debtors' Personal Property, consisting of equipment, furniture, fixtures and general intangibles, not encumbered or leased; and (ii) Real Property consisting of a valid, binding, enforceable, first-priority continuing lien on and security interest in a three-story suburban office building located at 110 Pioneer Way, Magee, Mississippi, and certain surrounding property. As additional security for the Debtor's obligations to Trustmark, Joseph S. McNulty, III, the Debtors' president, executed a Commercial Guaranty, by which he absolutely and unconditionally guaranteed the full and punctual payment and satisfaction of the Debtor's indebtedness to Trustmark. Trustmark avers that the Debtors are in default of their payment and other obligations under the Loan Documents for failing to make the regular monthly payment of $33,069, which was due on March 7, 2016. Trustmark believes that no other person or entity holds or claims a lien against all or any part of the Collateral, except: (a) Regions Bank, which holds a junior lien on certain of the Real Property as security for an indebtedness in the aggregate amount of $3,363,300; (b) The U.S. Small Business Administered, Jackson District Office, which holds a junior lien on the Real Property as security for an indebtedness in the amount of $1,515,000; (c) The United States of America - Internal Revenue Service ("IRS”), which holds a junior lien on the Collateral on account of several federal tax liens in the aggregate amount of about $7 million; (d) TCF Equipment Finance, Inc., which may have a lien on certain personal property located on the Real Property as security for an indebtedness in an unknown amount; and (e) Dade Behring Financial Services, which may have a lien on certain personal property located on the Real Property as security for an indebtedness in an unknown amount. Trustmark argues that cause exists to terminate the automatic stay with respect to the Collateral and as to Trustmark, the Debtor, and the Debtor's bankruptcy estate so that Trustmark may proceed under applicable nonbankruptcy law to enforce its default remedies and foreclose on the Collateral. Trustmark cites the following reasons to support its argument: (1) The Debtor is in default of its monthly payment of obligations to Trustmark; (2) Trustmark's interest in the Collateral is not protected by an adequate equity cushion as the value of the Collateral is significantly less than the total indebtedness secured by the Collateral; (3) the Debtor has failed to pay the 2014 and 2015 ad valorem taxes on the Real Property, and certain of the Real Property has been sold at a tax sale; and (4) the status of the insurance coverage with respect to the Collateral is in limbo. Trustmark avers that abandonment of the Collateral from the estate is appropriate because the Debtor has no equity in the Collateral and the Collateral is of inconsequential value and benefit to the estate. Trustmark requests, in the alternative, that the Court order the Debtor to (i) make monthly cash payments to Trustmark of $33,069 to cover the decline in the value of the Collateral while the stay is in place, (ii) promptly bring current all taxes and assessments levied against the Collateral, and (iii) assume and perform under the Premium Finance Installment Loan Agreement with respect to the property insurance covering the Collateral. Trustmark National Bank is represented by: Marcus M. Wilson, Esq. Andrew R. Wilson, Esq. BENNETT LOTTERHOS SULSER & WILSON, P.A. 190 East Capitol Street Suite 650 Jackson, MS 39201 Telephone: (601)944-0466 Facsimile: (601)944-0467 Email: mwilson@blswlaw.com awilson@blswlaw.com About Pioneer Health Services, Inc. Pioneer Health Services, Inc. and its debtor-affiliates, including Medicomp Inc., filing separate Chapter 11 bankruptcy petitions (Bankr. S.D. Miss. Case No. 16-01119 to 16-01126) on March 30, 2016. The Debtors provide healthcare services to rural communities, and own and manage rural critical access hospitals. Judge Hon. Neil P. Olack presides over the Debtors' cases. The Law Offices of Craig M. Geno PLLC serves as the Debtors' counsel. Pioneer Health Services estimated $10 million to $50 million in both assets and liabilities. The petitions were signed by Joseph S. McNulty III, president. PIONEER HEALTH: Unit Gets Interim Approval to Use Cash Collateral ----------------------------------------------------------------- A unit of Pioneer Health Services Inc. received interim approval to use the cash collateral of Capital One Bank. The order, issued by Judge Neil Olack of the U.S. Bankruptcy Court for the Southern District of Mississippi, allowed Pioneer Health Services of Early County LLC to use the case collateral of its pre-bankruptcy lender to support its operations. The bank will be granted "post-petition" liens on certain assets of PHSEC in return for allowing the company to use its cash collateral. The bank will also receive a "replacement first priority perfected security interest," according to court filings. About Pioneer Health Services Pioneer Health Services of Early County, LLC sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Mississippi (Jackson-3 Divisional Office) (Case No. 16-01243) on April 8, 2016. The petition was signed by Joseph S. McNulty III, president. The Debtor is represented by Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC. The case is assigned to Judge Neil P. Olack. The Debtor estimated assets of $10 million to $50 million and debts of $1 million to $10 million. PORTER BANCORP: Reports 1st Quarter 2016 Net Income of $1.4-Mil. ---------------------------------------------------------------- Porter Bancorp, Inc. reported net income of $1.48 million on $7.65 million of net interest income for the three months ended March 31, 2016, compared to net income of $594,000 on $7.29 million of net interest income for the same period in 2015. As of March 31, 2016, Porter had $938.15 million in total assets, $903.55 million in total liabilities and $34.60 million in total stockholders' equity. John T. Taylor, president and CEO of the Company noted, "PBI Bank has continued to make significant progress in reducing its non-performing assets. In the first quarter of 2016, non-performing assets were reduced by $4.3 million after achieving reductions of $12.9 million in the fourth quarter of 2015. In addition to lowering the risk profile of the Company, we are pleased to see a return to profitability, as the cost to remediate non-performing assets continues to decline, and we continued the all-important work to attract new customers and provide high quality service to our existing customer base." Capital At March 31, 2016, PBI Bank's Tier 1 leverage ratio was 6.39% compared with 6.08% at December 31, 2015, and its Total risk-based capital ratio was 10.64% at March 31, 2016, compared with 10.58% at December 31, 2015, which are below the minimums of 9.0% and 12.0% required by the Bank's Consent Order. At March 31, 2016, Porter Bancorp's leverage ratio was 5.03% compared with 4.74% at December 31, 2015, and its Total risk-based capital ratio was 10.46%, compared with 10.46% at December 31, 2015. At March 31, 2016, PBI Bank's Common equity Tier I risk-based capital ratio was 8.94%, and Porter Bancorp's Common equity Tier I risk-based capital ratio was 5.21%. Subsequent to March 31, 2015, the Company completed a private placement of common stock to accredited investors on April 15, 2016. In the transaction, the Company issued 2.9 million common shares and 1.1 million non-voting common shares at $1.25 each resulting in total proceeds of $5.0 million. Approximately $2.8 million of the proceeds were directed by investors to make interest payments and bring current the Company's trust preferred securities which had been in deferral since 2011. The balance of the proceeds will be used for general corporate purposes and to support the Company's wholly-owned subsidiary, PBI Bank. Among the accredited investors participating in the transaction were John T. Taylor, our CEO, and Directors Bradford T. Ray and James M. Parsons. After the transaction, the Company had issued and outstanding 22,986,177 common shares and 7,958,000 non-voting common shares. A full-text copy of the press release is available for free at: http://is.gd/wtvSwu About Porter Bancorp Porter Bancorp, Inc., is a bank holding company headquartered in Louisville, Kentucky. Through its wholly-owned subsidiary PBI Bank, the Company operates 18 full-service banking offices in 12 counties in Kentucky. Porter Bancorp reported a net loss of $3.21 million on $36.57 million of interest income for the year ended Dec. 31, 2015, compared to a net loss of $11.15 million on $39.51 million of interest income for the year ended Dec. 31, 2014. The Company's auditor Crowe Horwath, LLP, in Louisville, Kentucky, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that "the Company has incurred substantial losses in 2015, 2014 and 2013, largely as a result of asset impairments resulting from the re-evaluation of fair value and ongoing operating expenses related to the high volume of other real estate owned and non-performing loans. In addition, the Company's bank subsidiary is not in compliance with a regulatory enforcement order issued by its primary federal regulator requiring, among other things, increased minimum regulatory capital ratios as well as being involved in various legal proceedings in which the Company disputes material factual allegations against the Company. Additional losses, adverse outcomes from legal proceedings or the continued inability to comply with the regulatory enforcement order may result in additional adverse regulatory action. These events raise substantial doubt about the Company's ability to continue as a going concern." PULTEGROUP INC: S&P Affirms 'BB+' CCR, Outlook Stable ----------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its ratings on PulteGroup Inc., including its 'BB+' corporate credit rating. The outlook is stable. S&P also affirmed its 'BB+' issue-level ratings on the company's senior unsecured notes. The '3' recovery rating is unchanged and indicates S&P's expectation for meaningful recovery (50% to 70%) in the event of payment default. "Our stable rating outlook on PulteGroup Inc. reflects our expectation that operating conditions will remain favorable over the next 12 months, with housing starts improving roughly 10%," said Standard & Poor's credit analyst Maurice Austin. "We expect the company to fund growth in this environment in a prudent manner, such that leverage remains below 3x EBITDA." Though less likely in the near term, given the current cushion in financial metrics and S&P's view that the housing market is still in the mid-stage of a long recovery, it would lower its rating if the company funded land investment, share repurchases, or dividends in a more aggressive manner than S&P currently expects, causing debt -to -EBITDA to rise above 4x. S&P could raise the rating in the next 12 months if the housing market continues to recover and S&P expects the company to adhere to financial policies that will maintain leverage at or below current levels. This will require greater clarity about PulteGroup's management transition and strategic direction. QUANTUM FUEL: Creditors' Panel Hires Liner as Counsel ----------------------------------------------------- The Official Committee of Unsecured Creditors of Quantum Fuel Systems Technologies Worldwide, Inc. dba Quantum Technologies, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Liner LLP as counsel to the Committee, nunc pro tunc to April 5, 2016. The Committee requires Liner to: (a) assist, advise and represent the Committee in its consultations with the Debtor regarding the administration of the case; (b) assist, advise and represent the Committee with respect to the Debtor's retention of professionals and advisors; (c) assist, advise and represent the Committee in analyzing the Debtor's assets and liabilities, investigating the extent and validity of liens and participate in and review any proposed asset sales, financing arrangements and cash collateral stipulations or proceedings; (d) assist, advise, and represent the Committee in any manner relevant to reviewing and determining the Debtor's rights and obligations under leases and other executor contracts; (e) assist, advise and represent the Committee in investigating the acts conduct, assets, liabilities and financial condition of the Debtor, the Debtor's operations and the desirability of the continuance of any portion of those operations, and any other matters relevant to the Case or to the formulation of a plan; (f) assist, advise and represent the Committee in its analysis of and any objection to any disclosure statement; (g) assist, advise and represent the Committee in its participation in the negotiation, formulation, or objection to any plan of liquidation or reorganization; (h) assist, advise and represent the Committee in understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interest of those represented by the Committee; (i) assist, advise and represent the Committee in the evaluation of claims and on any litigation matters, including avoidance actions; and (j) provide such other services to the Committee as may be necessary in the case. Liner will be paid at these hourly rates: PARTNERS Name General Area of Professional Hourly Rate Services to be Provided Robbin L. Itkin Bankruptcy Counsel $695 Afshin Beyzaee Tax Counsel (as needed) $695 Alexandra S. Kelly Bankruptcy Counsel $475 ASSOCIATES AND COUNSEL Name General Area of Professional Hourly Rate Services to be Provided Kelly K. Frazier Bankruptcy Counsel $495 David Parsly Tax Counsel (as needed) $450 PARAPROFESSIONALS Name General Area of Professional Hourly Rate Services to be Provided Leslie Behr Bankruptcy Counsel $275 Liner will also be reimbursed for reasonable out-of-pocket expenses incurred. Robbin L. Itkin, partner in the firm Liner 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. Liner can be reached at: Robbin L. Itkin, Esq. Liner LLP 1100 Glendon Avenue, 14th Floor Los Angeles, CA 90024 Tel: (310) 500-3500 Fax: (310) 500-3501 E-mail: ritkin@linerlaw.com 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. QUICKSILVER RESOURCES: Seeks to Extend Deadline to Remove Suits --------------------------------------------------------------- Quicksilver Resources Inc. has filed a motion seeking additional time to remove lawsuits involving the company and its affiliates. In its motion, the company asked the U.S. Bankruptcy Court in Delaware to move the deadline for filing notices of removal of the lawsuits to August 11, 2016. The motion is on Judge Laurie Selber Silverstein's calendar for May 17. About Quicksilver Resources Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and production company engaged in the development and production of long-lived natural gas and oil properties onshore North America. Based in Fort Worth, Texas, the company claims to be a leader in the development and production from unconventional reservoirs including shale gas, and coal bed methane. Following more than 30 years of operating as a private company, Quicksilver became public in 1999. The Company has U.S. offices in Fort Worth, Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank, Montana. The Company's Canadian subsidiary, Quicksilver Resources Canada Inc. is headquartered in Calgary, Alberta. On March 17, 2015, Quicksilver Resources Inc. and certain of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in Delaware. Quicksilver's Canadian subsidiaries were not included in the chapter 11 filing. The Company's legal advisors are Akin Gump Strauss Hauer & Feld LLP in the U.S. and Bennett Jones in Canada. Richards Layton & Finger, P.A., is legal co-counsel in the Chapter 11 cases. Houlihan Lokey Capital, Inc., is serving as financial advisor. Garden City Group Inc. is the claims and noticing agent. The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion in total assets, $2.35 billion in total liabilities and a stockholders' deficit of $1.14 billion. The U.S. Trustee for Region 3 appointed five creditors of Quicksilver Resources Inc. to serve on the official committee of unsecured creditors. * * * The Debtors won approval to sell substantially all assets to BlueStone Natural Resources II, LLC. BlueStone offered $240 million to acquire Quicksilver's oil and gas assets located in the Barnett Shale in the Fort Worth basin of North Texas, and $5 million for those assets located in the Delaware basin in West Texas. RAZA SERVICES: Court Lifts Automatic Stay for Texas Bank -------------------------------------------------------- Judge Letitia Z. Paul of the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, held that the automatic stay imposed in the Chapter 11 case of Raza Services, LLC, should be lifted with respect to the real property in a commercial condominium in Baytown, Texas, after finding that the Debtor has offered no adequate protection to Texas First Bank for the dimunition of the property's value. A full-text copy of Judge Paul's Memorandum Opinion dated May 2, 2016, is available at http://bankrupt.com/misc/RAZA580502.pdf The Chapter 11 case is In re RAZA SERVICES, LLC, Debtor, CASE NO. 16-30113-H3-11 (Bankr. S.D. Tex.). REPUBLIC AIRWAYS: Court OKs Delta Agreements, $75M DIP Financing ---------------------------------------------------------------- Republic Airways Holdings Inc. on May 3 disclosed that the United States Bankruptcy Court for the Southern District of New York issued its ruling approving the Company's comprehensive amendments to its agreements with Delta Air Lines, Inc. The amended agreements provide substantial and interrelated operational and economic benefits, including a consensual wind-down of the Single Class Agreement (50-seat aircraft), the full settlement of the litigation between Delta and Republic, the return of full flying of all thirty (30) E170 and E175 aircraft subject to, an increase in reimbursement rates under its Dual Class Agreement (EJET), compensation for certain slot lease agreements, modifications to the parties' Ground Handling Agreement and an allowed unsecured prepetition claim of $170 million to Delta. The court's ruling also approved a Debtor-In-Possession (DIP) Credit Agreement with Delta which will provide $75 million in liquidity to Republic in support of its restructuring plan. The Company anticipates the court's approval will become effective on May 6, 2016. Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are serving as Republic's legal advisors in the restructuring and Norton Rose Fulbright is serving as Republic's legal advisor in the DIP transaction. Seabury Securities LLC is serving as Republic's financial advisor. Davis Polk & Wardwell LLP is serving as Delta's legal advisor and PJT Partners is serving as Delta's financial advisor. About Republic Airways Republic Airways Holdings Inc., based in Indianapolis, is an airline holding company (NASDAQ: RJET) that owns Republic Airline and Shuttle America Corporation. Republic Airline and Shuttle America -- http://www.rjet.com/-- offer approximately 1,000 flights daily to 105 cities in 38 states, Canada, the Caribbean, and the Bahamas through Republic's fixed-fee codeshare agreements under our major airline partner brands of American Eagle, Delta Connection and United Express. The airlines currently employ about 6,000 aviation professionals. On Feb. 25, 2016 Republic Airways Holdings Inc. and 6 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The Debtors have requested that their cases be jointly administered under Case No. 16-10429. The petitions were signed by Joseph P. Allman as senior vice president and chief financial officer. Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are serving as Republic's legal advisors in the restructuring. Seabury Group LLC is serving as financial advisor. Deloitte & Touche LLP is the independent auditor. Prime Clerk is the claims and noticing agent. REPUBLIC AIRWAYS: May Reject Aircraft Aerodynamics Lease -------------------------------------------------------- In the case captioned In re: REPUBLIC AIRWAYS HOLDINGS INC., et al., Chapter 11, Debtors, Case No. 16-10429 (SHL), (Jointly Administered) (Bankr. S.D.N.Y.), Judge Sean H. Lane of the United States Bankruptcy Court for the Southern District of New York granted the debtors' motion for an order authorizing them to (i) transfer title to and abandon certain owned aircraft and engines and reject a related aircraft lease, and (ii) to fulfill their obligations under a certain engine purchase agreement and directing Citibank, N.A. to cooperate with the closing of that agreement. The Debtor is directed to reject the lease with Aerodynamics Incorporated that covers one ERJ-145. A full-text copy of Judge Lane's April 8, 2016 memorandum of decision is available at http://is.gd/mNVCSBfrom Leagle.com. Republic Airways Holdings Inc. is represented by: Christopher K. Kiplok, Esq. HUGHES HUBBARD & REED LLP One Battery Park Plaza New York, NY 10004 Tel: (212)837-6000 Email: chris.kiplok@hugheshubbard.com -- and -- Bruce R. Zirinsky, Esq. Sharon J. Richardson, Esq. Gary D. Ticoll, Esq. ZIRINSKY LAW PARTNERS PLLC 375 Park Avenue, Suite 2607 New York, NY 10152 Tel: (212)763-0192 United States Trustee, U.S. Trustee, is represented by: Brian Shoichi Masumoto, Esq. OFFICE OF THE UNITED STATES TRUSTEE Official Committee Of Unsecured Creditors, Creditor Committee, is represented by: Todd M. Goren, Esq. Brett H. Miller, Esq. MORRISON & FOERSTER LLP 250 West 55th Street New York, NY 10019 Tel: (212)468-8000 Fax: (212)468-7900 Email: tgoren@mofo.com brettmiller@mofo.com About Republic Airways Republic Airways Holdings Inc., based in Indianapolis, is an airline holding company (NASDAQ: RJET) that owns Republic Airline and Shuttle America Corporation. Republic Airline and Shuttle America -- http://www.rjet.com/-- offer approximately 1,000 flights daily to 105 cities in 38 states, Canada, the Caribbean, and the Bahamas through Republic's fixed-fee codeshare agreements under our major airline partner brands of American Eagle, Delta Connection and United Express. The airlines currently employ about 6,000 aviation professionals. On Feb. 25, 2016 Republic Airways Holdings Inc. and 6 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The Debtors have requested that their cases be jointly administered under Case No. 16-10429. The petitions were signed by Joseph P. Allman as senior vice president and chief financial officer. Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are serving as Republic's legal advisors in the restructuring. Seabury Group LLC is serving as financial advisor. Deloitte & Touche LLP is the independent auditor. Prime Clerk is the claims and noticing agent. RICHARD MERCER: Seeks to Sell Las Vegas Lot for $2 Million ---------------------------------------------------------- Richard Mercer and Christine Mercer on April 27, 2016, ask the U.S. Bankruptcy Court for the District of Nevada for permission to sell a real property (raw land) located at Buffalo Drive and Blue Diamond Road., Las Vegas, Nevada. The Debtors wish to sell the property to Buffalo Diamond, LLC, a Nevada limited liability company. The purchase price of the property will be $2,000,000. The Debtors have agreed to accept a Note Secured by Deed of Trust, in the amount of $800,000, at the rate of 8.0% per annum, payable in interest only installments, in the amount of $5,333 per month, and continuing each month thereafter until April, 2017, at which time the entire balance, together with unpaid accrued interest, shall become due and payable. This motion was previously approved and the order approving the sale was entered on February 1, 2016. The terms of the sale have changed slightly and a new order must be entered in compliance with the changes. The sale will result in payment of all commissions, fees, escrow and title charges as customary pursuant to the agreement contained in the Seller's Closing Statement, currently totaling approximately $48,000, and the Preliminary Title Report. Attorney's fees to Thomas E. Crowe Professional Law Corporation, in the amount of $4,000, will be paid from funds from the sale of the house. The Debtors request that the Court waive the 14 day appeals process if there is no objection to the sale. The proceeds due to the Debtors will be disbursed as follows: Funds necessary to meet Plan obligations, as set forth below, will be forwarded to the Attorney for Debtors, Thomas E. Crowe, in trust, for disbursement as appropriate: 1. Demand of Kirkwood Bank: $506,750 as of May 31, 2016. 2. Balance owed to IRS: priority debt and administrative claims, with the remainder for other Plan obligations $441,250. 3. Total of $948,000.00. About Richard and Christine Mercer Richard Mercer and Christine Mercer sought Chapter 11 protection (Bankr. D. Nev. Case No. 11-23178) on Aug. 19, 2011. The Debtors' Chapter 11 Plan was confirmed on July 26, 2013. THOMAS E. CROWE PROFESSIONAL Thomas E. Crowe, ESQ. 2830 S. Jones Blvd., Suite 3 Las Vegas, Nevada 89146 RONALD VAN DEN HEUVEL: Indicted Businessman Files for Bankruptcy ---------------------------------------------------------------- The Associated Press reported that a Wisconsin businessman indicted in an alleged scheme to fraudulently obtain bank loans has filed for bankruptcy protection. According to the report, Ronald Van Den Heuvel, of De Pere, filed on behalf of Green Box NA Green Bay in federal court's Eastern District. One of the 21 creditors listed on the filing is the Wisconsin Economic Development Corp., the report related. Van Den Heuvel owes the state's job creation agency more than $1.2 million, the report said. The agency made the loan in 20111-2012 for a project to turn waste paper into synthetic fuel and paper products, the report added. RONNIE EMEL MUSIC: UST's Objection to McCallar Employment Overruled ------------------------------------------------------------------- Judge John S. Dalis of the U.S. Bankruptcy Court for the Southern District of Georgia, Waycross Division, denied the objection raised by Guy B. Gebhardt, U.S. Trustee for Region 21, to Ronnie Emel Music, Sr.'s amended application to employ C. James McCallar, Jr., Esq., and Tiffany E. Caron, Esq., of the McCallar Law Firm. The U.S. Trustee asserted that the Applicants were unable to "render non-biased representation of the estate with respect to the investigation and litigation of potential claims against both Ronnie E. Music, Jr., and Ronnie Music, Inc., because RMI and Music were the sources of the Applicants' retainer payments. Judge Dalis held that, accepting that the retainer payment constituted the proceeds of transfers the Debtor received from Music and RMI, the source of the retainer was the Debtor, not Music or RMI. Judge Dalis further held that, "I commend the UST for the performance of his duty monitoring applications filed under 11 U.S.C. Section 327. As a result of his inquiry, legitimate concern was raised regarding the investigation and litigation of potential preference actions against Music and RMI." Judge Dalis ordered that the Applicants may proceed with their employment by the Debtor, conditioned, however, on the requirement that the Debtor obtain additional counsel pursuant to Section 327(a) of the Bankruptcy Code to investigate and litigate, if necessary, any potential preference actions against RMI and Music. A full-text copy of Judge Dalis's Opinion and Order dated May 2, 2016, is available at http://bankrupt.com/misc/REM500502.pdf The Chapter 11 case is In re Ronnie Emel Music, Sr., Debtor in Possession, Chapter 11 Case Number 16-50083 (Bankr. S.D. Ga.). SERVICEMASTER CO: S&P Raises CCR to 'BB-', Outlook Stable --------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its corporate credit rating on Memphis-based The ServiceMaster Co. LLC to 'BB-' from 'B+'. The outlook is stable. At the same time, S&P raised its issue-level rating on the company's first-lien credit facilities to 'BB' from 'BB-. The recovery rating on this debt remains '2', with the recovery expectations now falling at the upper half of the 70%-90% range in the event of a payment default. S&P also raised its issue-level ratings on the company's unsecured notes to 'BB-' from 'B+'. The recovery rating remains '4', with the recovery expectation improving to the upper half of the 30%-50% range. The company no longer reports financial statements under The ServiceMaster Co. LLC subsequent to the refinancing of its notes in the third quarter of 2015. It now reports under ServiceMaster Global Holdings, Inc., and Standard & Poor's will be transferring our ratings accordingly. The company has approximately $2.7 billion of debt outstanding. The upgrade reflects S&P's expectation that the company will continue to improve its credit metrics, which have steadily strengthened since its initial public offering in 2014, reflecting stronger-than-anticipated organic sales growth at American Home Shield (AHS) and increased sales at Terminix, thanks to new services and price increases. S&P expects these trends to continue, resulting in financial leverage in the mid-4x area in fiscal 2016 and continued improvement in 2017 and beyond, given the company's target debt-to-EBITDA ratio of 2.5x to 3.0x (excluding our debt adjustments). "Our ratings also incorporate the company's recent announcement of a $300 million share repurchase program, which aims at returning discretionary cash flow to the shareholders. We believe the company will use free cash flow on its share repurchases, and therefore the buybacks will not adversely impact the company's credit metrics," said Standard & Poor's credit analyst Suyun Qu. S&P's ratings also reflect the company's leading market share in the less volatile Terminix segment, which provides termite/pest control services; their exposure to economic cycles via the AHS segment, which provides home warranty plans that cover the repair or replacement of 21 major household systems and appliances (such as electrical, plumbing, and central heating). "We consider Terminix's 21% market share to be an industry leader, with Rollins (the operator of Orkin) as a close second, but we view the pest control business as highly competitive and fragmented, including a proliferation of local players. However, we view termite and pest control as a stable business that provides a necessary service that is less prone to economic cycles. We view AHS as more exposed to housing prices and household discretionary income levels; in lean times, consumers may choose to pay for repairs instead of warranties. Still, we believe the AHS segment is currently benefiting from the housing market recovery and higher discretionary income levels," S&P said. "Our ratings also incorporate our opinion that the company's two ongoing U.S. investigations (related to improper use of chemicals in its Terminix business) do not pose significant business reputation or credit risk at this time, in part because we believe any damages incurred from the two cases would be fairly modest. The company has recently came to an agreement with the Department of Justice on a settlement amount of approximately $10 million regarding the U.S. Virgin Island Case. While the civil case is still pending, the civil damages would be insured," S&P noted. The stable outlook reflects S&P's expectation that the company will sustain its improved operating performance and that adjusted debt to EBITDA to be in the low-4x area over the next year. SILICON ALLEY: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Silicon Alley Group Inc. 1 Austin Avenue Iselin, NJ 08830 Case No.: 16-18244 Chapter 11 Petition Date: April 28, 2016 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Hon. Christine M. Gravelle Debtor's Counsel: Harrison Ross Byck, Esq. KASURI BYCK, LLC 340 Route 1 North Edison, NJ 08817 Tel: 732-253-7630 Fax: 732-253-7632 Email: lawfirm@kasuribyck.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Pritimayee Nayak, managing member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. SIMPLY FASHION: Court OKs Deal With BP for Special Counsel Fees --------------------------------------------------------------- Adinath Corp. and SFS, Ltd. (f/k/a Simply Fashion Stores, Ltd.) sought and obtained an amended order from the U.S. Bankruptcy Court for the Southern District of Florida amending prior orders authorizing the Debtors to enter into a settlement agreement between the Debtors and BP plc. Through its prior 9019 Orders, the Court approved a compromise between the Debtors and BP plc through which, in return for a release from Simply Fashion, payment net of special counsel fees will be made by the BP Claims Administrator to Simply Fashion. Subsequent to entry of the 9019 Orders, special litigation counsel relayed the BP Claims Administrator's request for the Debtors to seek entry of an Amended Order which would explicitly set out the settlement amounts, the payee and the person with the authority to sign the Release on behalf of Simply Fashion. Judge Laurel M. Isicoff approved in their entirety the terms of the Settlement Agreements attached to the 9019 Motions. Judge Isicoff also ordered the BP Claims Administrator to make out five settlement checks in these amounts: (i) $30,252; (ii) $57,926; (iii) $27,034; (iv) $62,800; and (v) $36,593, all of which will be made out to "Simply Fashion Stores, Ltd." The Court also authorized Soneet Kapila, the Debtors' Chief Restructuring Officer, to sign the Release on behalf of Simply Fashion Stores, Ltd. The Debtors and the BP Claims Administrator are further authorized to take any action necessary to effectuate the Settlement Agreement. About Simply Fashion Stores Owned by the Shah family, Simply Fashion has 247 stores in 25 states across the country in major markets such as Detroit, Miami, New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and Dallas. Founded in 1991, Simply Fashion is primarily a brick and mortar retailer of Junior, Plus and Super Plus women's fashion catering to African-American women between the ages of 25 and 55, with locations in 25 states. Adinath Corp. is the general partner of Simply Fashion. It is owned 100% by Bhavana Shah. On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla., Case No. 15-16885). The cases are under the Honorable Laurel M. Isicoff. The Debtors have tapped Berger Singerman LLP as counsel; Kapila Mukamal, LLP, as restructuring advisor; and Prime Clerk LLC as claims and noticing agent. Simply Fashion estimated $10 million to $50 million in assets and debt. The U.S. Trustee for Region 21 appointed five creditors to serve on the official committee of unsecured creditors. On July 24, 2015, the U.S. Trustee appointed James P.S. Leshaw as consumer privacy ombudsman in the Debtors' Chapter 11 cases. * * * On Aug. 20, 2015, the Court entered an order authorizing the Debtors to sell their intellectual property assets. Pursuant to Section 5.1(b) of the Asset Purchase Agreement, the Debtors have changed the legal name of "Simply Fashion Stores, Ltd." to "SFS, Ltd." The Court on March 2, 2016, entered an order granting the Debtors a limited exclusivity extension. The period within which only the Debtors may file a plan is extended, through and including April 11, 2016. The period within which the Debtors may solicit acceptances of a plan is extended through and including June 10, 2016. SPORTS AUTHORITY: Blakeley Represents Ad Hoc Consignor Committee ---------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, Blakeley LLP filed on May 2, 2016, with the U.S. Bankruptcy Court for the District of Delaware a verified statement regarding the Ad Hoc Committee of Consignment Creditors of Sports Authority Holdings, Inc., et al., and regarding BLLP's representation of the Ad Hoc Committee. BLLP, as national counsel for the Ad Hoc Committee, can be reached at: Ronald A. Clifford, Esq. Blakeley LLP 18500 Von Karman Avenue, Suite 530 Irvine, CA 92612 Tel: (949) 260-0611 E-mail: RClifford@BlakeleyLLP.com The Ad Hoc Committee members and amount of their disclosable economic interests in the Debtors are: Creditor Nature of Claim -------- --------------- Colorado Trading & Clothing Co. Consignment of dba Active Fashion Group approx. $225,771.37 c/o Carolyn Hadden 6161 Syracust Way, Suite 300 Greenwood Village, CO 80111 Do-All Traps, LLC Consignment of dba Do-All Outdoors approx. $87,577.00 c/o Billy MacDougall 1207 16th Avenue South Nashville, TN 37212 Harrow Sports, Inc. Consignment of c/o Richard E. Kruger approx. $281,238.00 27777 Franklin Road, Suite 2500 Southfield, MI 48034 Manzella Productions, Inc. Consignment of aka Totes Isotoner Corporation approx. $1,259,407.00 c/o Donna H. Deye 9655 International Boulevard Cincinnati, OH 45246-5658 Nikwax North America Inc. Consignment of c/o Bran Arrow approx. $80,921.00 400 N. 34th Street, Suite 202 Seattle, WA 98103 Optima Life Japan, Inc. Consignment of dba Phiten approx. $618,014.00 c/o Hisao Joe Furuhata 22301 S. Western Avenue, Suite 103 Torrance, CA 90501 Stack-On Products Company Consignment of c/o Linda McGovern approx. $691,577.00 1360 N. Old Rand Road Wauconda, IL 60084 Tabata USA Inc. Consignment of c/o Joji Kagei, Esquire approx. $593,069.00 Masuda, Funai, Eifert & Mitchell, Ltd. 19191 South Vermont Avenue, Suite 420 Torrance, CA 90502 Wilson Sporting Goods Co., Consignment for itself and as Successor in approx. $1,251,742.00 Interest to the Consignment Agreement of Hillerich & Bradsby Co. c/o Ray Berens 8750 W. Bryn Mawr Avenue Chicago, IL 60631 The Rosner Law Group LLC is the Ad Hoc Committee's local counsel, and can be reached at: Frederick B. Rosner, Esq. The Rosner Law Group LLC 824 N. Market Street, Suite 810 Wilmington, Delaware 19801 Tel: (302) 777-1111 E-mail: rosner@teamrosner.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. Andrew Vara, Acting U.S. trustee for Region 3, appointed seven creditors of Sports Authority Holdings Inc. to serve on the official committee of unsecured creditors. ST. MICHAEL'S MEDICAL: Prime Healthcare Completes Acquisition ------------------------------------------------------------- Prime Healthcare and Saint Michael's Medical Center on May 2 disclosed that Prime Healthcare has completed its acquisition of Saint Michael's Medical Center. "Prime Healthcare looks forward to working with the physicians, nurses and employees at Saint Michael's Medical Center to ensure the best care for the patients they serve," said Prem Reddy, MD, FACC, FCCP, Chairman, President and CEO of Prime Healthcare Services. "We believe that every community deserves exceptional healthcare close to home. Prime Healthcare hospitals are consistently ranked among the best hospitals in the nation, and we have no doubt that Saint Michael's Medical Center will continue that legacy." Saint Michael's is a 357-bed acute care hospital located in the Central Ward of Newark in the heart of Newark's business and educational district. Saint Michael's is also a major teaching hospital affiliated with New York Medical College. The hospital serves Newark and the surrounding community with key service lines including cardiology and cancer treatment. Prime Healthcare has appointed Robert Iannaccone as the new CEO of Saint Michael's, effective immediately. Mr. Iannaccone has more than 25 years of healthcare leadership and operational experience in the New Jersey market. Most recently, he served as senior vice president of Cardiovascular Services at Barnabas Health. Prior to his successful tenure there, he worked for St. Mary's General Hospital in Passaic, (a Prime Healthcare facility) as executive vice president/chief operating officer, where he was instrumental in the consolidation of two hospitals resulting in the establishment of a sound St. Mary's. Earlier in his career, Iannaccone worked for the Raritan Bay Medical Center as its executive vice president and chief operating officer and Atlantic Health System in senior executive roles responsible for strategy, development and operations, as well as Saint Clare's Denville (another Prime Healthcare facility) where he served as executive vice president of Business Development and Legal Services. Mr. Iannaccone has consulted for Memorial Sloan Kettering Cancer Center, and he served as adjunct professor of health organizations and management at Farleigh Dickinson University Center for Healthcare Management Studies and Silberman College of Business. He received his MBA from Rutgers University School of Business and his law degree from Seton Hall Law School. Mr. Iannaccone is also a councilman in Morristown, where he lives with his wife, Karen, and two sons. "It is an honor and a privilege for me to lead a hospital that has served the community so well for 150 years," Mr. Iannaccone said. "I look forward to working with our employees and medical staff as we begin a new chapter in Saint Michael's that builds upon our mission of providing quality healthcare to the community." Mr. Iannaccone replaces David Ricci, who served as the hospital's CEO since July 2011. "I want to thank David for providing a steady hand during his tenure at Saint Michael's," said Luis Leon, president of Prime Healthcare, Division II. "His leadership over the last three years has helped ensure the success and survival of Saint Michael's, and we wish him the very best in his future." Prime Healthcare's acquisition comes more than three years after the company first applied to state agencies for approval to purchase the financially struggling hospital. As a result of the delays, the hospital was forced to seek Chapter 11 reorganization in U.S. Bankruptcy Court. During the bankruptcy proceedings, the hospital was put out to bid and Prime Healthcare submitted a winning $62 million bid, about $12 million more than its original offer. As part of its bid, Prime Healthcare agreed to increase its investment from $25 to $50 million to upgrade technology, services and continue to modernize the hospital over the next five years. Prime Healthcare has hired substantially all of Saint Michael's employees and has already reached agreements with the hospital's three labor unions, which represent more than 780 of the hospital's 1,357 employees. The sale of the hospital to Prime Healthcare was widely supported by the community. The Newark City Council, the Belleville Township Council and the Essex County Board of Freeholders all passed resolutions urging the state to approve the sale. In addition, some 50,000 people signed a petition urging the administration of Gov. Chris Christie to approve the sale. Newark Central Ward Councilwoman Gayle Chaneyfield Jenkins, who led the effort to save the hospital, said Saint Michael's would have surely closed if the purchase was not approved. "There should be no doubt in anyone's mind that Prime Healthcare has saved Saint Michael's along with nearly 1,400 jobs that we could not afford to lose in this city," Ms. Chaneyfield Jenkins said. "Instead of an empty hospital building, we will continue to have a thriving hospital in the heart of the Central Ward and Prime Healthcare's investment of $50 million will ensure our residents will have a state-of-the art healthcare facility that is second to none." The Rev. Ronald Slaughter, who led a coalition of ministers advocating the sale, said saving Saint Michael's was an issue of social justice. "Prime Healthcare has committed to upholding the Ethical and Religious Directives that were an integral part of Saint Michael's mission as a Catholic hospital," Rev. Slaughter said. "While Prime Healthcare is not a religious institution, they have demonstrated a commitment at their other hospitals around the country to serving those who are less fortunate." With the addition of Saint Michael's, Prime Healthcare includes 43 hospitals in 14 states with nearly 43,000 employees and physicians. Eleven of the hospitals are members of the Prime Healthcare Foundation, a 501(c) 3 public charity with $800 million in assets all donated by Dr. Prem Reddy and his family. Prime Healthcare hospitals are regularly recognized for high quality care and the health system is one of the fastest growing hospital systems in the United States. About Saint Michael's Medical Center Saint Michael's Medical Center, Inc., was incorporated in 2008 to acquire St. Michael's Medical Center and 2 other now defunct hospitals (Saint James Hospital and Columbus Hospital) was acquired from Cathedral Healthcare System Inc., a New Jersey nonprofit. SMMC is a second tier subsidiary of Trinity Health Corporation. The immediate sole corporate member of SMMC is Maxis Health System, a Pennsylvania not-for-profit corporation. Established by the Franciscan Sisters of the Poor in 1867, St. Michael's Medical Center is a 357- bed licensed regional tertiary-care, teaching, and research center in the heart of Newark, New Jersey's business and educational district and is accredited by The Joint Commission. On Aug. 10, 2015, SMMC Inc. and three affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of New Jersey. The cases are pending before the Honorable Vincent F. Papalia, and the Debtors have requested that their cases be jointly administered under Case No. 15-24999. The Debtors tapped Cole Schotz P.C. as bankruptcy counsel; EisnerAmper LLP as financial advisor; and Prime Clerk LLC as claims and noticing agent. SMMC estimated $100 million to $500 million in assets and debt. United States Trustee Region 3, notified the United States Bankruptcy Court for the District of New Jersey of the appointment of Susan N. Goodman, RN JD, as patient care ombudsman in the Chapter 11 case of Saint Michael's Medical Center, Inc., and its debtor affiliates. U.S. trustee for Region 3, appointed seven creditors of Saint Michael's Medical Center Inc. and its affiliates to serve on the official committee of unsecured creditors. Andrew H. Sherman, Esq., Boris I. Mankovetskiy, Esq., and Lucas F. Hammonds, Esq., at Sills Cummis & Gross PC, represent the Committee. STEPHEN HARRIS: Hearing on Bid Procedures Deferred to May 6 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, held a hearing April 21, 2016, to consider a motion for approval of proposed bid procedures filed by John M. Wolfe, the Chapter 11 trustee for the bankruptcy estates of Energy Development Corporation and Stephen T. Harris. After considering the Motion and the opposition filed by Powerdrive Oil and Gas Company LLC, Judge Theodor C. Albert on April 27, 2016, signed a consent order providing that: 1. The Hearing on the Motion is continued to May 6, 2016, at 10:00 a.m. in Courtroom 5B. 2. (a) Not later than April 29, 2016, any party wishing to submit a bid for the Purchased Assets, as defined in the Asset Purchase Agreement between the Trustee and Pacifoco, Inc., dated as of April 8, 2016, and/or for any additional assets of the Sellers under the APA, which bid includes any non-cash or other component of consideration which is anything other than a cashier's check or other cash equivalent to be paid at the closing of the sale, must file with the Court evidence supporting and establishing the valuation of such Non-Immediate Cash Consideration. (b) If such evidence is not filed with the Court by such date, and the valuation of such Non-Immediate Cash Consideration is not established to the satisfaction of the Court at the Continued Hearing, then such Non-Immediate Cash Consideration will not be considered in any bidding for the aforesaid assets. 3. The Trustee will give notice of the requirements set forth in Paragraph 2 above via email to all potential interested bidders served with the Motion not later than April 22, 2016, and to any additional interested bidders subsequently identified by the Trustee as soon as practicable. 4. The requirements of Sub-Paragraph 2 (a) above are specifically applicable to Pacifoco as to any and all Non-Immediate Cash Consideration included in the APA. At the Continued Hearing, the Court will consider the evidence submitted by Pacifoco, as well as any filings or comments of other parties regarding such Non-Immediate Cash Consideration, in ruling on the proposed bidding procedures pursuant to the Motion. The evidence to be submitted by Pacifoco will include, without limitation, information regarding any applicable interest rate to apply to consideration to be payable subsequent to the closing of the sale. 5. Any opposition, response, evidence, written comments or other pleadings or papers responding to the submission of evidence by Pacifoco or any other interested party as required in Paragraphs 2 and 4 above must be filed with the Court and served on the party submitting such evidence (via email) not later than May 4, 2016, at 12:00 Noon. 6. That portion of the Motion seeking authorization to use the $100,000 deposit of Pacifoco for the purposes of funding the continued operation of the EDC oil wells in advance of the closing of a sale is granted as follows (with capitalized terms to have the meanings as defined in the APA): With the written consent of Pacifoco, the Trustee is authorized to use the EDC Good Faith Deposit for the purposes of funding the continuation of operations in advance of the EDC Closing; (ii) in the event that Pacifoco is not the successful bidder, the full amount of the EDC Good Faith Deposit will be returned to Pacifoco following the closing of the sale of the EDC Purchased Assets to the successful bidder consistent with the provisions of this APA; and, (iii) if for any reason a sale of the EDC Purchased Assets is not consummated, Purchaser will have an administrative claim in the EDC Case for the amount so used by EDC, which administrative claim will be of equal priority to all other administrative claims in the EDC Case. About Stephen Thomas Harris Stephen Thomas Harris sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 06-11174) on July 21, 2006. Related entity, Huntington Beach, California-based Energy Development Corporation simultaneously sought Chapter 11 protection (Case No. 06-11175). EDC estimated assets and debt of $10 million to $50 million. Simon H. Langer, Esq., in Los Angeles, California, represented the Debtors. John M. Wolfe was later appointed Chapter 11 Trustee for the bankruptcy estates of EDC and Mr. Harris. Counsel for the Chapter 11 Trustee: Philip A. Gasteier LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, California 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 E-mail: pag@lnbyb.com SUNEDISON INC: Sullivan & Cromwell Represents Terraform ------------------------------------------------------- Pursuant to Bankruptcy Rule 2019, Sullivan & Cromwell LLP, filed on April 22, 2016, with the U.S. Bankruptcy Court for the Southern District of New York a verified statement saying that it was retained as counsel by TerraForm Power, Inc., and TerraForm Global, Inc., in connection with matters relating to the financial distress of SunEdison, Inc., and its affiliates. Each consented to the separate representation by Sullivan & Cromwell. Sullivan & Cromwell can be reached at: Michael H. Torkin, Esq. Andrew G. Dietderich, Esq. John L. Hardiman, Esq. David R. Zylberberg, Esq. 125 Broad Street New York, New York 10004 Tel: (212) 558-4000 Fax: (212) 558-3588 Terraform Power's and Terraform Global's disclosable economic interests in the Debtors are: A. Terraform Power, Inc. 7550 Wisconsin Avenue, 9th Floor, Bethesda, Maryland 20814 Disclosable Economic Interests: -- unliquidated claims, which may include administrative expenses, other priority claims, secured claims and unsecured claims; and -- rights of setoff and recoupment B. Terraform Global, Inc. 7550 Wisconsin Avenue, 9th Floor, Bethesda, Maryland, 20814 Disclosable Economic Interests: -- rights of setoff and recoupment unliquidated claims, which may include administrative expenses, other priority claims, secured claims and unsecured claims; and -- rights of setoff and recoupment About SunEdison, Inc. SunEdison, Inc., is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong signed the petitions as senior vice president, general counsel and secretary. The Debtors disclosed total assets of $20.71 billion and total debts of $16.14 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rotschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. T.E. BERTAGNOLLI: Seeks to Sell Carson Property for $10,760 ----------------------------------------------------------- Christina W. Lovato, former Chapter 11 Trustee and current Manager of the Reorganized Debtor, T.E. Bertagnolli & Associates, Inc., on April 27, 2016, filed with the Bankruptcy Court for the District of Nevada a motion to sell a property in Carson City, Nevada, to Tahoe Western Asphalt, LLC, for $10,760. On April 11, 2016, the Manager and Tahoe Western Asphalt, LLC, by and through its Managing Member, Robert F. Matthews reached an agreement for the purchase of the Property. The Property is currently located on the Reorganized Debtor's property at 7400 Brunswick Canyon Road, Carson City, Nevada. This Property was previously consigned to Richie Bros. along with the Debtors' other Equipment to sell via live auction, which sale was approved by the Court on March 2, 2016 ("Equipment Sale Order"). Richie Bros. has agreed that the Manager may sell these two pieces of property separate and apart from the auction. The remaining Equipment approved in the Equipment Sale Order is scheduled to be sold via live auction conducted by Richie Bros. on June 23, 2016. The terms of the proposed sale are as follows: the base Purchase Price is $10,000 plus a 7.6% sales tax in the amount of $760, for a total purchase price of $10,760. Prior to arriving at the total Purchase Price, the Manager consulted several reliable sources to determine a market rate. The total Purchase Price is higher than the initial offer made by Tahoe Western Asphalt, LLC. The remaining terms are: the Buyer is required to make an initial deposit of $2,500 ("Initial Deposit") in the form of wire or certified check upon execution of the Purchase Agreement; the deposit shall be refundable in the event that the Sale Agreement is not approved by the Bankruptcy Court; the balance of the Total Purchase Price will be due and payable in the form of wire or certified check on or before 60 days after the date of the Purchase Agreement but not prior to entry by the Bankruptcy Court of an Order approving the current Motion; the Buyer will remove the Property from the current location at the Buyer's own expense only upon delivery of the balance of the Total Purchase Price to the Seller; the sale is "as is, where is" without any representations or warranties whatsoever, whether express, implied or imposed by law; and the terms of the sale must be approved by the Bankruptcy Court. In this case, the proposed sale is to a third party buyer, Tahoe Western Asphalt, LLC, by and through its Managing Member, Robert F. Matthews, in the total amount of $10,760. The Manager consulted several reliable sources regarding the fair market rates for the Property. The Purchase Price is higher than the initial offer made by the Buyer. The Property is not necessary for business operations at the site. The crushing facility and asphalt plant are not currently operating and all Equipment at the site has been approved for sale via live auction, currently scheduled for June 23, 2016. Richie Bros. has agreed that the Manager may sell these two pieces of Property separate and apart from the auction. This sale is in the best interests of the Reorganized Debtor because the Reorganized Debtor still has little in the way of liquid assets in comparison the amount of claims owed. A cash infusion will also assist the Manager in maintaining and preserving other more valuable real and personal property assets of this estate. The sale of the Property will be "as is, where is" and without any warranties. There is no lien against the Property and applicable nonbankruptcy law permits the sale free and clear of liens, claims and encumbrances. The Manager believes that sufficient business justification exists for the proposed sale of the Property as it is not increasing in value and the sale proceeds will be used to fund operations and the Plan. About T.E. Bertagnolli On Feb. 20, 2015, Tim E. Bertagnolli and T.E. Bertagnolli & Associates, Inc., filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case Nos. 15-50214 and 50215). On May 26, 2015, the Bankruptcy Court entered its Order Approving US Trustee's Appointment of Chapter 11 Trustee designating Christina W. Lovato as Trustee of the Debtors' consolidated bankruptcy estate. On Feb. 25, 2016, the Court entered its Order Confirming Amended Chapter 11 Plan. The confirmed Plan designates Christina W. Lovato as Manager of the Reorganized Debtor. Attorneys for former Chapter 11 Trustee and current Manager of Reorganized Debtor, Christina W. Lovato, is represented by: DAVIS GRAHAM & STUBBS LLP Cecilia Lee, Esq. Elizabeth High, Esq. 50 West Liberty Street, Suite 950 Reno, Nevada 89501 Tel: (775) 229-4219 Facsimile: 775.403.2187 E-mail: cecilia.lee@dgslaw.com elizabeth.high@dgslaw.com TRANSPORT EXPRESS: Case Summary & 12 Unsecured Creditors -------------------------------------------------------- Debtor: Transport Express, LLC PO Box 351624 Westminster, CO 80035 Case No.: 16-14166 Chapter 11 Petition Date: April 28, 2016 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Elizabeth E. Brown Debtor's Counsel: Jeffrey Weinman, Esq. WEINMAN & ASSOCIATES, P.C 730 17th St., Ste. 240 Denver, CO 80202 Tel: ( ) 303-572-1010 E-mail: jweinman@epitrustee.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Russell T. Strobridge, manager. A list of the Debtor's 12 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cob16-14166.pdf TRINITY TOWN: Gets Final Nod to Obtain $500,000 DIP Financing ------------------------------------------------------------- Judge K. Rodney May of the U.S. Bankruptcy Court for the Middle District of Florida entered a final order authorizing Trinity Town Center, LLLP, to obtain postpetition financing for $500,000 from Sunfield Homes. The loan will be used to fund, among other things, the Debtor's normal and ordinary operating expenses as they come due in the ordinary course of the Debtor's business and to make those purchases necessary to preserve the going concern value of its business and assets pending any reorganization efforts. A copy of the Final Order is available for free at: http://bankrupt.com/misc/TRINITYTOWN_Final_DIP_Order.pdf About Trinity Town Center Trinity Town Center LLLP is a Florida limited liability limited partnership, developing, owning and operating the Trinity Town Center, a real estate project located in Trinity, Florida, that is intended to be used as a life style center containing retail, restaurant, financial services, and offices for professional and medical. On Jan. 20, 2015, Trinity Town Center LLLP filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-00405) in Tampa, Florida. The petition was signed by Michael D. Luetgert, the CRO. The Debtor has scheduled $25,215,778 in total assets and $21,599,870 in total liabilities. The Debtor has tapped McIntyre Thanasides Bringgold Elliot as its legal counsel. * * * The deadline for filing claims is May 9, 2016. TRONOX INC: Bank Debt Trades at 5% Off -------------------------------------- Participations in a syndicated loan under which Tronox Inc. is a borrower traded in the secondary market at 96.55 cents-on-the-dollar during the week ended Friday, April 29, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.64 percentage points from the previous week. Tronox Inc. pays 300 basis points above LIBOR to borrow under the $1.5 billion facility. The bank loan matures on March 15, 2020 and carries Moody's B1 rating and Standard & Poor's BB+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended April 29. TUSCAN HEIGHTS: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Tuscan Heights, LLC P.O. Box 767400 Roswell, GA 30076-7400 Case No.: 16-57756 Chapter 11 Petition Date: May 2, 2016 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Frank B. Wilensky, Esq. MACEY, WILENSKY & HENNINGS, LLC Suite 4420 303 Peachtree Street, NE Atlanta, GA 30308 Tel: (404) 584-1200 Fax: 404-681-4355 E-mail: smcconnell@maceywilensky.com swenger@maceywilensky.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kamran Attari, member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. ULTIMATE ESCAPES: Court Dismisses Suit vs. Club Holdings -------------------------------------------------------- Judge Richard G. Andrews of the U.S. District Court for the District of Delaware granted the defendant's motion to dismiss the case captioned EDWARD T. GAVIN, TRUSTEE OF THE UE LIQUIDATING TRUST, ON BEHALF OF THE ESTATES OF ULTIMATE ESCAPES HOLDINGS, LLC, Plaintiff, v. CLUB HOLDINGS, LLC, Defendant, Civil Action No. 15-175-RGA (D. Del.)., for failure to state a claim under Fed. r. 12(b)(6). The dispute arises out of a potential, ultimately unconsummated, merger between Ultimate Escapes Holdings, LLC and its affiliates, and Defendant Club Holdings, LLC. Ultimate Escapes was a luxury destination club, offering its customers paid memberships that provided access to vacation residences, hotel and resort properties, pre-trip planning advice, and on-site concierge services in various locations around the world. In 2010, Ultimate Escapes experienced financial challenges and began to explore a potential merger with a competitor, Club Holdings. A full-text copy of Judge Andrews's Memorandum Opinion dated March 31, 2016, is available at http://is.gd/ULI5a7from Leagle.com. Edward T. Gavin, Plaintiff, represented by Christopher A. Ward, Esq. -- cward@polsinelli.com -- Polsinelli PC, Robert V Spake, Jr., Esq. -- rspake@polsinelli.com -- pro hac vice, Shanti Mulpuru Katona, Esq. -- skatona@polsinelli.com -- Polsinelli PC & Todd H Bartels, Esq. -- tbartels@polsinelli.com -- pro hac vice. Club Holdings LLC, Defendant, represented by Mark I. Duedall, Esq. -- mark.duedall@bryancave.com -- Bryan Cave LLP. About Ultimate Escapes Ultimate Escapes, Inc. -- http://www.ultimateescapes.com/-- was a luxury destination club that sold club memberships offering members reservation rights to use its vacation properties, subject to the rules of the club member's Club Membership Agreement. The Company's properties are located in various resort locations throughout the world. Kissimmee, Florida-based Ultimate Escapes Holdings, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-12915) on Sept. 20, 2010. Affiliates Ultimate Resort, LLC; Ultimate Operations, LLC; Ultimate Resort Holdings, LLC; Ultimate Escapes, Inc. (fka Secure America Acquisition Corporation); P & J Partners, LLC; UE Holdco, LLC; UE Member, LLC, et al., filed separate Chapter 11 petitions. Scott D. Cousins, Esq., Sandra G. M. Selzer, Esq., and Nancy A. Mitchell, Esq., at Greenberg Traurig LLP, served as bankruptcy counsel to the Debtor. CRG Partners Group LLC was the Debtors' chief restructuring officer. BMC Group Inc. was the Company's claims and notice agent. Christopher A. Ward, Esq., Shanti M. Katona, Esq., and Peter W. Ito, Esq., at Polsinelli Shughart PC, represented the Creditors Committee. Ultimate Escapes estimated assets at $10 million to $50 million and debts at $100 million to $500 million as of the Petition Date. As reported in the TCR on Feb. 1, 2012, the Effective Date of the Second Amended Chapter 11 Liquidating Plan proposed by Ultimate Escapes Holdings, LLC, et al., occurred on Jan. 3, 2012. ULTRA PETROLEUM: Incurs $21.8 Million Net Loss in First Quarter --------------------------------------------------------------- Ultra Petroleum Corp. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $21.8 million on $159 million of total operating revenues for the three months ended March 31, 2016, compared to net income of $25.2 million on $219 million of total operating revenues for the same period in 2015. As of March 31, 2016, Ultra Petroleum had $1.28 billion in total assets, $4.29 billion in total liabilities, and a $3.01 billion total shareholders' deficit. Liquidity and Capital Resources On March 1, 2016, the Company entered into the Waiver Agreements. Under the Waiver Agreements, the lenders party thereto agreed to waive certain specified defaults under the Credit Agreement and the MNPA, and to forbear from exercising their rights and remedies otherwise available under the Credit Agreement and/or the MNPA, for a forbearance period extending from March 1, 2016, until the earlier of April 30, 2016, a default or event of default under the Credit Agreement that was not waived by the Waiver Agreements, or one or more of the termination events specified in the Waiver Agreements. During the forbearance period under the Waiver Agreements, the Company has attempted to and are continuing to negotiate a restructuring of its indebtedness, but, as of April 29, 2016, on Form 10-Q, the Company has not been successful at accomplishing its plan. In order to extend the forbearance period under the MNPA Waiver, the Company would be required to obtain 100% approval by the holders of the Senior Notes, which the Company believes is highly unlikely. During the three month period ended March 31, 2016, the Company relied on cash provided by operations along with borrowings under the Credit Agreement to finance its capital expenditures. At March 31, 2016, the Company reported a cash position of $281.5 million compared to $34 million at March 31, 2015. For the three month period ended March 31, 2016, total capital expenditures were $76.7 million. During this period, the Company participated in 32 gross (22.4 net) wells in Wyoming that were drilled to total depth and cased. No wells are scheduled to be drilled in Utah or Pennsylvania during 2016. Working capital deficit at March 31, 2016, was $3.6 billion compared to working capital deficit of $76.1 million at March 31, 2015. At March 31, 2016, the Company had $999.0 million in outstanding borrowings, representing substantially all of the remaining undrawn amount under the Credit Agreement. As a result, no material further extensions of credit are available under the Credit Agreement. In addition, the Company had $2.76 billion outstanding in senior notes. Other long-term obligations of $177.6 million at March 31, 2016, were comprised of items payable in more than one year, primarily related to production taxes and asset retirement obligations. Continued low oil and natural gas prices have had a significant adverse impact on the Company's business, and, as a result of its financial condition, substantial doubt exists that it will be able to continue as a going concern. As a result, the Company has reclassified all of its total outstanding debt as short-term. A failure by the Company to comply with its financial covenants or to comply with the other restrictions in its financing agreements may result in reduced borrowing capacity or an event of a default under the agreements governing our indebtedness, causing our debt obligations under such financing agreements (and any other indebtedness or contractual obligations to the extent linked to it by reason of cross-default or cross-acceleration provisions) to potentially become immediately due and payable. At March 31, 2016, the Company has the following obligations outstanding under the Credit Agreement, the 2018 Notes, the 2024 Notes, and the Senior Notes (maturity dates exclude the effect of the default provisions): * $999.0 million due October 2016 under the Credit Agreement; * $450.0 million due December 2018 with respect to the 2018 Notes; * $850.0 million due September 2024 with respect to the 2024 Notes; and * $1.46 billion due between March 2016 and October 2025 with respect to the Senior Notes. A $62.0 million maturity payment under one series of the Senior Notes was due March 1, 2016 but was not paid. This is not a default under the MNPA during the forbearance period under the Waiver Agreements. However, because of the Company's financial constraints and the significant level of its indebtedness compared to its expected business performance, the Company does not expect to pay this maturity before the forbearance period ends. Once the forbearance period under the Waiver Agreements ends, unless all of the parties holding its Senior Notes grant a further waiver or other relief related to this requirement, the Company's failure to pay this maturity will become an Event of Default under the MNPA. Going Concern As disclosed in the Company's most recent Annual Report on Form 10-K, because low crude oil and natural gas prices during 2015 had a significant adverse impact on its business and its financial condition, substantial doubt exists that it will be able to continue as a going concern. Although crude oil and natural gas prices have improved somewhat in recent weeks, product prices continue to be historically low, the Company's financial condition continues to be distressed, and substantial doubt continues to exist that it will be able to continue as a going concern. The Company's ability to continue as a going concern is dependent on many factors, including our ability to comply with the obligations in its existing debt agreements, to obtain waivers or other relief if it is unable to comply, and/or to be able to repay or replace its indebtedness as it matures. The Company can offer no assurance that it will be able to obtain waivers or other relief, and the Company does not expect to be able to comply with the obligations and covenants in its debt agreements. The Company also do not have sufficient liquidity to repay its indebtedness if it is accelerated and becomes immediately due and payable. "Due to our current financial constraints, including the likelihood of the occurrence of events of default under our debt agreements, there is a substantial risk that it may be necessary for us to seek protection from our creditors under Chapter 11 or the Canadian Bankruptcy and Insolvency Act, or an involuntary petition for bankruptcy may be filed against us in the U.S. or in Canada," the Company said in the filing. A full-text copy of the Form 10-Q is available for free at: http://is.gd/hKpoee About Ultra Petroleum Ultra Petroleum Corp. is an independent oil and gas company engaged in the development, production, operation, exploration and acquisition of oil and natural gas properties. The Company was incorporated on Nov. 14, 1979, under the laws of the Province of British Columbia, Canada. Ultra remains a Canadian company, but since March 2000, has operated under the laws of Yukon, Canada pursuant to Section 190 of the Yukon Business Corporations Act. The Company's principal business activities are developing its long-life natural gas reserves in the Green River Basin of southwest Wyoming -- the Pinedale and Jonah fields, its oil reserves in the Uinta Basin in northeast Utah and its natural gas reserves in the north-central Pennsylvania area of the Appalachian Basin. Ultra Petroleum reported a net loss of $3.2 billion on $839 million of total operating revenues for the year ended Dec. 31, 2015, compared to net income of $543 million on $1.23 billion of total operating revenues for the year ended Dec. 31, 2014. In its report on the consolidated financial statements for the year ended Dec. 31, 2015, Ernst & Young LLP issued a "going concern" qualification stating that the Company's maturing Credit Agreement and debt covenant violation raise substantial doubt about the Company's ability to continue as a going concern. UPPER DECK INTERNATIONAL: Seeks Approval of Hasbro Settlement ------------------------------------------------------------- Loes A. van Kooten-Hendriks, in her capacity as duly authorized Insolvency Administrator and Foreign Representative of Debtor Upper Deck International B.V., asks the U.S. Bankruptcy Court for the Southern District of New York, to approve the Settlement Agreement that she had executed with the Debtor's Secured Creditor, the Brokers, and Hasbro, Inc. The Foreign Representative relates that prior to the commencement of the Chapter 15 proceeding, the Debtor and Hasbro entered into an Underlying Agreement that, upon and subject to certain conditions and limitations, triggered certain rights to payment. She further relates that a dispute arose over whether and to the extent such conditions and limitations applied and as to the amount owed, and as to the effects of the Dutch Insolvency Proceeding and events related thereto upon the Underlying Agreement. The Foreign Representative asserts that the Settlement Agreement would resolve all of these matters. The Foreign Representative tells the Court that the Settlement Agreement will enable payment by Hasbro of the amount the Foreign Representative believes is or would become due from Hasbro in respect of the Underlying Agreement. She further tells the Court that the proceeds will be paid directly to the Secured Creditor to satisfy the Debtor's Dutch bankruptcy estate obligations to the Secured Creditor. She adds that in exchange, all Parties will give and receive broad releases from each other, with the exception of compliance with their obligations under the Settlement Agreement. "The Settlement Agreement permits the Foreign Representative to realize value on account of Hasbro’s payment obligations, avoiding costly litigation regarding the existence and extent of those obligations. Payment would be made in exchange for releases by the Parties, which will provide finality and closure to the long-running disputes. In addition, as the Settlement Agreement would monetize the last-known assets of UDI within the territorial jurisdiction of the United States, the Foreign Representative will be in a position to close these Chapter 15 proceedings once payments under the Settlement Agreement are made. Approval of the Settlement Agreement by this Court is an express condition to the effectiveness of the Settlement Agreement and is a requirement by Hasbro for its willingness to settle,” the Foreign Representative contends. Loes A. van Kooten-Hendriks, in her capacity as Foreign Representative and Insolvency Administrator of Upper Deck International B.V., is represented by: D. Farrington Yates, Esq. Oscar N. Pinkas, Esq. DENTONS US LLP 1221 Avenue of the Americas New York, NY 10020 Telephone: (212)768-6700 Facsimile: (212)768-6800 Email: farrington.yates@dentons.com oscar.pinkas@dentons.com VALEANT PHARMACEUTICALS: Incurs $292 Million Net Loss in 2015 ------------------------------------------------------------- Valeant Pharmaceuticals International, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss attributable to the Company of $291.7 million on $10.44 billion of revenues for the year ended Dec. 31, 2015, compared to net income attributable to the Company of $880.7 million on $8.20 billion of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Valeant had $48.96 billion in total assets, $42.93 billion in total liabilities and $6.02 billion in total equity. The default under the Company's senior note indentures arising from the failure to timely file the Form 10-K was cured in all respects by the filing of this Form 10-K. In addition, the Company remains in full compliance with its credit agreement. Ad Hoc Committee Review As previously disclosed, on April 5, 2016, Valeant announced that the Ad Hoc Committee had determined that its review was complete, and that the AHC had not identified any additional items that would require restatements beyond those required by matters previously disclosed. In addition, the Company announced that, given the completion of the review by the AHC, the Company's Board of Directors had determined to dissolve the AHC and that the 12 independent directors on the Board, including the members of the Audit and Risk Committee, would assume oversight responsibility for remaining work, including work associated with the completion of the Company's current and restated financial statements and disclosures, as well as its assessment of related internal controls and remediation matters. Impact of Restatement As previously disclosed, the Company identified misstatements that would reduce previously-reported fiscal year 2014 revenue by approximately $58 million, net income attributable to Valeant by approximately $33 million, and basic and diluted earnings per share by $0.09 (as compared to the previously-reported amounts of $8,264 million for revenue, $914 million for net income attributable to Valeant and $2.72 and $2.67 for basic and diluted earnings per share respectively). A substantial part of the earnings impact of these misstatements reverses in the first quarter of 2015. The Company has also identified misstatements in the first quarter of 2015, consisting primarily of the reversing effect on earnings of the 2014 misstatements, which would reduce revenue by approximately $21 million (due to timing of recognition of managed care rebates), increase net income attributable to Valeant by approximately $24 million and increase basic and diluted earnings per share by $0.07. Internal Control Over Financial Reporting and Disclosure Controls and Procedures The Form 10-K also discloses management's determination that internal control over financial reporting, as well as the Company's disclosure controls and procedures, were not effective due to the existence of material weaknesses. Adjustments to Unaudited Fourth Quarter 2015 Results On March 15, 2016, Valeant issued preliminary unaudited fourth quarter results for 2015, including unaudited revenue of $2.8 billion and GAAP EPS of ($0.98). As stated at that time, those results were preliminary and unaudited. As a result of ongoing analysis and review, and finalization of the results for the fourth quarter of 2015 by the Company, the Company has made adjustments to revenue, GAAP EPS and Adjusted EPS (non-GAAP), resulting in revenue of $2.8 billion, GAAP EPS of ($1.12) and Adjusted EPS (non-GAAP) of $1.55. The majority of the impact is attributed to adjustments relating to the deferral of Addyi revenue, adjustments to the returns reserve of Xifaxan, as well as several items, including increased professional service fees and intellectual property related adjustments, post March 15, 2016. Changes to Valeant's Non-GAAP Tax Reporting Historically, in calculating adjusted (non-GAAP) net income and EPS, Valeant has reported its non-cash tax adjustment (non-GAAP) on Tables 2, 2A and 2B of the press tables by combining the tax effects of non-GAAP adjustments and the use of tax attributes and other timing issues. This adjustment, representing roughly 5 percent of adjusted non-GAAP net income, approximates the actual cash tax that Valeant paid each year. Going forward, Valeant will no longer include the tax effects from the use of tax attributes and other timing issues, which will in turn raise the Company's reported tax rate on non-GAAP net income. This new reporting metric has no change to either cash flow or actual taxes paid. Tables 2, 2A and 2B of the press tables show the retroactive effect of this new tax treatment on the Company's historical financial statements in order to make them consistent with the current year presentation. Canadian Regulatory Matters The Company also announced that it intends to file today its audited annual financial statements for the year ended Dec. 31, 2015, the related management's discussion and analysis, certificates of its CEO and CFO and the Form 10-K with the Canadian Securities Administrators. As a result, the previously announced customary management cease trade orders issued on March 31, 2016 by the Autorité des marchés financiers, the Company's principal securities regulator in Canada, and by the Ontario Securities Commission, respectively, are expected to be lifted or expire on or about May 4, 2016, and the Company will no longer be required to report under the alternative information guidelines set out in National Policy 12-203 Cease Trade Orders for Continuous Disclosure Defaults. The MCTOs related to the trading in securities of the Company by the Company's CEO, its CFO and each other member of the Company's Board. The MCTOs do not affect the ability of other shareholders to trade in the securities of the Company. A full-text copy of the Form 10-K is available for free at: http://is.gd/r2o5py About Valeant 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 carries a B2 Corporate Family Rating from Moody's Investors Service. As reported by the TCR on April 19, 2016, Standard & Poor's Ratings Services said that it has lowered its corporate credit ratings on Valeant Pharmaceuticals International Inc. to 'B' from 'B+' and placed both the corporate credit rating and the issue-level ratings on CreditWatch with developing implications. VALEANT PHARMACEUTICALS: Michael Pearson to Get $2M Annual Salary ----------------------------------------------------------------- The Talent and Compensation Committee of the Board of Valeant Pharmaceuticals International, Inc., approved on April 21, 2016, an annual base salary for Michael J. Pearson of $2 million, effective as of Jan. 1, 2016 (reinstating the annual base salary in effect for Mr. Pearson prior to the employment agreement he entered into with the Company on Jan. 7, 2015). In addition, the Talent and Compensation Committee of the Board approved an annual target bonus opportunity for Mr. Pearson in respect of the 2016 fiscal year of 200% of annual base salary, 75% of which will be based on the achievement of certain corporate performance metrics and 25% of which will be based on Mr. Pearson's assistance with the transition to the Company's new chief executive officer, as disclosed in a regulatory filing with the Securities and Exchange Commission. 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. As reported by the TCR on April 19, 2016, Standard & Poor's Ratings Services said that it has lowered its corporate credit ratings on Valeant Pharmaceuticals International Inc. to 'B' from 'B+' and placed both the corporate credit rating and the issue-level ratings on CreditWatch with developing implications. VALEANT PHARMACEUTICALS: Names Joseph Papa Chairman and CEO ----------------------------------------------------------- Valeant Pharmaceuticals International, Inc. announced that its Board of Directors has named Joseph C. Papa to become Valeant's chairman and chief executive officer. Mr. Papa is expected to join Valeant by early May. Mr. Papa will join Valeant from Perrigo Company plc, a leading global healthcare supplier that develops, manufactures and distributes over-the-counter (OTC) and prescription (Rx) pharmaceuticals, where he served as chairman and chief executive officer. Mr. Papa, who will also join Valeant's Board of Directors, will succeed J. Michael Pearson, who is expected to remain as CEO and a director until Mr. Papa arrives at Valeant. Mr. Papa, 60, has more than 35 years of experience in the pharmaceutical, healthcare services and specialty pharmaceutical industries, including 20 years of branded prescription drug experience. Mr. Papa has been CEO of Perrigo since 2006 and was appointed as Chairman of the Board of Directors of Perrigo in 2007. During his tenure, he led dramatic and consistent growth across the company, building it into a global leader with net sales of more than $5 billion. Prior to Perrigo, Mr. Papa served from December 2004 to October 2006 as chairman and chief executive officer of the Pharmaceutical and Technologies Services segment of Cardinal Health, Inc. From 2001 to 2004, he served as president and chief operating officer of Watson Pharmaceuticals, Inc. While at Novartis and Pharmacia /Searle, he was responsible for overseeing the successful launches of Diovan, Celebrex and Lotrel. Robert Ingram, Chairman of the Board, stated, "The Board has conducted a thorough search process and believes that Joe is the ideal leader for Valeant at this time. He has a strong shareholder orientation, a background in science, and an unmatched track record of accomplishments, highlighted by his ability to lead companies through times of transition and drive excellence across commercial, manufacturing and R&D platforms. In addition, fostering an ethical culture and creating opportunities for professional development have always been high priorities for Joe, and we look forward to Joe's arrival at Valeant." "I am excited to take on the challenge of leading Valeant and helping the company chart a new course," said Mr. Papa. "Valeant has world-class franchises, important treatments for patients across numerous therapeutic areas and a very talented and dynamic workforce, and I am confident that the company has a bright future ahead. We have an opportunity to move forward with a renewed focus on operating with integrity across all areas of the business and providing customers with safe and affordable products that improve their lives." Mr. Papa has held management positions at DuPont Pharmaceuticals, Pharmacia Corporation, G.D. Searle & Company and Novartis AG. Mr. Papa serves as a director of Smith & Nephew, a developer of advanced medical devices. He is a graduate of the University of Connecticut with a bachelor's degree in pharmacy and he earned his MBA from Northwestern University's Kellogg Graduate School of Management. As disclosed in a regulatory filing with the Securities and Exchange Commission, Mr. Papa will receive a base salary of $1,500,000, a target annual bonus opportunity equal to 150% of his base salary, and a maximum annual bonus opportunity equal to 200% of his annual target bonus. For 2016, seventy-five percent of Mr. Papa's annual bonus opportunity will be based on the achievement of corporate financial metrics and twenty-five percent of Mr. Papa's annual bonus opportunity will be based on the achievement of strategic metrics determined by the Talent and Compensation Committee of the Board after consultation with Mr. Papa. Mr. Papa will receive a cash payment from the Company equal to $8,000,000 to compensate Mr. Papa for equity-based compensation he forfeited in connection with the termination of his employment with Perrigo, the after-tax amount of which must be repaid by Mr. Papa to the Company if he voluntarily terminates his employment with the Company without Good Reason or is terminated by the Company for Cause during the first year of his employment with the Company. Additional information is available at no charge at: http://is.gd/xnQRsc 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. As reported by the TCR on April 19, 2016, Standard & Poor's Ratings Services said that it has lowered its corporate credit ratings on Valeant Pharmaceuticals International Inc. to 'B' from 'B+' and placed both the corporate credit rating and the issue-level ratings on CreditWatch with developing implications. VESTIS RETAIL: Judge Orders Joint Administration of Cases --------------------------------------------------------- A federal judge has ordered the joint administration of the Chapter 11 cases of Vestis Retail Group LLC and its five affiliates. The order, issued by Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court in Delaware, granted the companies' request that the cases be jointly administered under Case No. 16-10971. About Vestis Group Headquartered in Meriden, Connecticut, Vestis Retail Group, LLC, et al., operate 144 retail stores, which are located in 15 states. Bob's Stores operates 36 stores throughout New England, New York, and New Jersey. Eastern Mountain Sports operates 61 stores, located primarily in the Northeastern states. Sport Chalet operates 47 stores throughout California, Arizona, and Nevada. Bob's Stores and EMS primarily operate stores located in the Northeastern states, while Sport Chalet's stores, which are currently being liquidated, are located in the Western states. Prior to the Petition Date, each of the three Debtor retailers operated an e-commerce site at, respectively, www.bobstores.com, www.sportchalet.com, and www.ems.com. In 2015, the Debtors collectively generated 5% of their total sales, or approximately $32 million, through e-commerce, according to Court documents. Vestis Retail Group and eight of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10971) on April 18, 2016. The Debtors estimated assets in the range of $0 to $50,000 and debts of $100 million to $500 million. The petitions were signed by Thomas A. Kennedy as secretary. The Debtors have hired Young, Conaway, Stargatt & Taylor, LLP as their counsel, FTI Consulting, Inc. and Lincoln Partners Advisors LLC as their financial advisor and Kurtzman Carson Consultants, LLC as their claims and noticing agent. Judge Laurie Selber Silverstein is assigned to the cases. VIKING CONSTRUCTORS: Case Summary & 12 Unsecured Creditors ---------------------------------------------------------- Debtor: Viking Constructors, LLC PO Box 149 Egegik, AK 99579-0149 Case No.: 16-00126 Chapter 11 Petition Date: May 2, 2016 Court: United States Bankruptcy Court District of Alaska (Anchorage) Debtor's Counsel: Erik LeRoy, Esq. ERIK LEROY 500 L Street, Suite 302 Anchorage, AK 99501 Tel: (907) 277-2006 E-mail: erik@alaskanbankruptcy.com Total Assets: $1.94 million Total Liabilities: $526,157 The petition was signed by Ken Bozinoff, managing member. A list of the Debtor's 12 largest unsecured creditors is available for free at http://bankrupt.com/misc/akb16-00126.pdf WARNER MUSIC: Approves New Director Compensation ------------------------------------------------ The Board of Directors of Warner Music Group Corp. and the Company's shareholders approved new director compensation for Noreena Hertz, Ynon Kreiz, Tom Lee and Oliver Slipper, in their capacity as members of the Board, through payment and remittance of annual fees in the amount of $75,000 per annum to be paid quarterly in arrears and remitted in equal amounts (pro rated for any period of less than full service) on the last day of each fiscal quarter, effective as of Oct. 1, 2015, for each of Ms. Hertz, Mr. Lee and Mr. Slipper, and effective as of April 28, 2016, for Mr. Kreiz. About Warner Music Group Based in New York, Warner Music Group Corp. (NYSE: WMG) -- http://www.wmg.com/-- was formed by a private equity consortium of investors on Nov. 21, 2003. The Company is the direct parent of WMG Holdings Corp., which is the direct parent of WMG Acquisition Corp. WMG Acquisition Corp. is one of the world's major music-based content companies and the successor to substantially all of the interests of the recorded music and music publishing businesses of Time Warner Inc. The Company classifies its business interests into two fundamental operations: Recorded Music and Music Publishing. The Company's Recorded Music business primarily consists of the discovery and development of artists and the related marketing, distribution and licensing of recorded music produced by such artists. The Company's Music Publishing operations include Warner/Chappell, its global Music Publishing company, headquartered in New York with operations in over 50 countries through various subsidiaries, affiliates and non-affiliated licensees. In May 2011, Warner Music Group Corp. and Access Industries, the U.S.-based industrial group, announced the execution of a definitive merger agreement under which Access Industries will acquire WMG in an all-cash transaction valued at $3.3 billion. The purchase includes WMG's entire recorded music and music publishing businesses. On July 20, 2011, the Company notified the New York Stock Exchange, Inc., of its intent to remove the Company's common stock from listing on the NYSE and requested that the NYSE file with the SEC an application on Form 25 to report the delisting of the Company's common stock from the NYSE. On July 21, 2011, in accordance with the Company's request, the NYSE filed the Form 25 with the SEC in order to provide notification of that delisting and to effect the deregistration of the Company's common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. On August 2, 2011, the Company filed a Form 15 with the SEC in order to provide notification of a suspension of its duty to file reports under Section 15(d) of the Exchange Act. The Company continues to file reports with the SEC pursuant to the Exchange Act in accordance with certain covenants contained in the instruments governing the Company's outstanding indebtedness. Warner Music reported a net loss attributable to the Company of $91 million on $2.96 billion of revenues for the fiscal year ended Sept. 30, 2015, compared to a net loss attributable to the Company of $308 million on $3.02 billion of revenues for the fiscal year ended Sept. 30, 2014. As of Dec. 31, 2015, the Company had $5.61 billion in total assets, $5.37 billion in total liabilities and $239 million in total equity. * * * As reported by the TCR on Oct. 23, 2015, Standard & Poor's Ratings Services lowered its corporate credit rating on New York City-based Warner Music Group Corp. (WMG) to 'B' from 'B+'. "The downgrades reflect our expectations that WMG's adjusted leverage will remain elevated for the next two years -- above our 5x threshold for the 'B+' corporate credit rating," said Standard & Poor's credit analyst Naveen Sarma. WARNER MUSIC: Elects Ynon Kreiz to Board of Directors ----------------------------------------------------- Warner Music Group Corp. announced the election of Ynon Kreiz to the Company's Board of Directors. With this appointment, the WMG Board increases from 11 to 12 members. Len Blavatnik, chairman & founder of Access Industries, commented: "Ynon's global perspective and proven track record of innovation in the entertainment and media space make him ideally suited to join the WMG Board." Steve Cooper, CEO of WMG, noted: "I am very pleased to welcome Ynon to our Board. With his extensive experience in founding, running, and advising companies in a spectrum of arenas - including digital content development, video and TV production and distribution, and online and interactive programming - he will be an expert voice as we continue to find new ways to grow our business and nurture the careers of our artists and songwriters." Ynon Kreiz most recently served as executive chairman, CEO and president of Maker Studios, the global leader in short-form video and the largest content network on YouTube, which was acquired by the Walt Disney Company in 2014. From 2008 to 2011, he was Chairman and CEO of Endemol Group B.V., the Netherlands-based global television and digital production company. During his tenure, the company strengthened its creative output and diversified its lines of business. From 2005 to 2008, Kreiz was a General Partner of Benchmark Capital (Balderton Capital). In 1996, Kreiz co-founded Jetix Europe (Fox Kids Europe), where he served as Chairman, President and CEO until 2002. Under his management, Fox Kids Europe (FKE) became a leading pan-European integrated children's entertainment company and was listed on the Euronext Stock Exchange in Amsterdam in 1999. Kreiz received a B.A. in Economics and Management in 1991 from Tel Aviv University and an M.B.A. from UCLA's Anderson School of Management in 1993. About Warner Music Group Based in New York, Warner Music Group Corp. (NYSE: WMG) -- http://www.wmg.com/-- was formed by a private equity consortium of investors on Nov. 21, 2003. The Company is the direct parent of WMG Holdings Corp., which is the direct parent of WMG Acquisition Corp. WMG Acquisition Corp. is one of the world's major music-based content companies and the successor to substantially all of the interests of the recorded music and music publishing businesses of Time Warner Inc. The Company classifies its business interests into two fundamental operations: Recorded Music and Music Publishing. The Company's Recorded Music business primarily consists of the discovery and development of artists and the related marketing, distribution and licensing of recorded music produced by such artists. The Company's Music Publishing operations include Warner/Chappell, its global Music Publishing company, headquartered in New York with operations in over 50 countries through various subsidiaries, affiliates and non-affiliated licensees. In May 2011, Warner Music Group Corp. and Access Industries, the U.S.-based industrial group, announced the execution of a definitive merger agreement under which Access Industries will acquire WMG in an all-cash transaction valued at $3.3 billion. The purchase includes WMG's entire recorded music and music publishing businesses. On July 20, 2011, the Company notified the New York Stock Exchange, Inc., of its intent to remove the Company's common stock from listing on the NYSE and requested that the NYSE file with the SEC an application on Form 25 to report the delisting of the Company's common stock from the NYSE. On July 21, 2011, in accordance with the Company's request, the NYSE filed the Form 25 with the SEC in order to provide notification of that delisting and to effect the deregistration of the Company's common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. On August 2, 2011, the Company filed a Form 15 with the SEC in order to provide notification of a suspension of its duty to file reports under Section 15(d) of the Exchange Act. The Company continues to file reports with the SEC pursuant to the Exchange Act in accordance with certain covenants contained in the instruments governing the Company's outstanding indebtedness. Warner Music reported a net loss attributable to the Company of $91 million on $2.96 billion of revenues for the fiscal year ended Sept. 30, 2015, compared to a net loss attributable to the Company of $308 million on $3.02 billion of revenues for the fiscal year ended Sept. 30, 2014. As of Dec. 31, 2015, the Company had $5.61 billion in total assets, $5.37 billion in total liabilities and $239 million in total equity. * * * As reported by the TCR on Oct. 23, 2015, Standard & Poor's Ratings Services lowered its corporate credit rating on New York City-based Warner Music Group Corp. (WMG) to 'B' from 'B+'. "The downgrades reflect our expectations that WMG's adjusted leverage will remain elevated for the next two years -- above our 5x threshold for the 'B+' corporate credit rating," said Standard & Poor's credit analyst Naveen Sarma. WHITING PETROLEUM: Reports Q1 2016 Financial & Operating Results ---------------------------------------------------------------- Whiting Petroleum Corporation reported a net loss of $172 million on $292 million of total revenues and other income for the three months ended March 31, 2016, compared to a net loss of $106 million on $529.23 million of total revenues and other income for the same period in 2015. As of March 31, 2016, Whiting had $11.2 billion in total assets, $6.58 billion in total liabilities and $4.59 billion in total equity. Whiting's production in the first quarter 2016 totaled 13.4 million barrels of oil equivalent (MMBOE), an average of 146,770 barrels of oil equivalent per day (BOE/d), which was comprised of 87% crude oil/natural gas liquids (NGLs). James J. Volker, Whiting's chairman, president and CEO, commented, "During the first quarter, we improved our balance sheet and increased capital efficiency. We exchanged $477 million of bond debt into convertible debt, which should further strengthen our financial position. In the Williston Basin, we established a participation agreement pursuant to which our partner pays 65% of well costs to earn a 50% working interest in 44 wellbores in our 2016 program. Because of this agreement, we plan to complete 44 additional wells in the Williston Basin in 2016 and are increasing our 2016 production forecast without changing our capital expenditure guidance." Mr. Volker continued, "On the operations side, enhanced completions continue to generate top-tier results in the Williston Basin. Our most recent completions in Williams County achieved 60-day rates more than double comparable offset wells. At our Redtail prospect, our new well design has reduced drilling times by 50% to 4.44 days with our best well coming in at 2.79 days." Bakken Participation Agreement Enhances Capital Productivity On April 14, 2016, Whiting entered into a wellbore participation agreement with a private party who will pay 65% of drilling and completion costs to earn a 50% working interest in 44 gross Williston Basin wells. This includes a $30.7 million cash payment that Whiting received in April for wells already in progress. Under this agreement, Whiting will continue to run two drilling rigs and will add a completion crew. With this participation agreement, Whiting plans to add production and proved reserves with no increase to its capex budget. Increasing Production Forecast; No Change to $500 Million Capex Guidance Whiting is increasing its production forecast to a range of 131,400 BOE/d to 136,900 BOE/d to account for its new Williston Basin participation agreement. With the majority of completions scheduled for the second half of the year, the Company expects to realize the full production benefit in late 2016 and 2017. Whiting's 2016 capital expenditure guidance remains unchanged at $500 million. The first quarter capital spending trend was consistent with the Company's plan to concentrate activity in the first half of the year. The net effect of its Williston Basin participation agreement on 2016 capital spending is neutral. The capital expenditures to complete 44 additional wells with a 50% working interest where Whiting pays 35% of well costs, versus drilling and not completing wells with a 100% working interest, is approximately equal. Whiting now projects it will have approximately 30 Bakken/Three Forks drilled uncompleted (DUC) wells at year-end. Operations Update In the first quarter 2016, total net production for the Company averaged 146,770 BOE/d. The Williston Basin Bakken/Three Forks play averaged 124,900 BOE/d and the Redtail Niobrara play in the DJ Basin averaged 11,840 BOE/d. Whiting controls 756,225 gross (445,921 net) acres in the Williston Basin and 158,443 gross (131,185 net) acres at its Redtail Niobrara play. Enhanced completions continue to increase productivity in Williston Basin. On January 6, 2016, Whiting completed the P Earl Rennerfeldt 154-99-2-3-27-2H in the Middle Bakken formation and the P Earl Rennerfeldt 154-99-2-3-10-15H3 in the Three Forks formation. Both wells are located in Williams County, North Dakota and were completed with approximately 40 stages, 6.8 million pounds of sand and employed diverter agents to isolate fracture zones along the wellbore. The P Earl Rennerfeldt 154-99-2-3-27-2H had an average 60-day production rate of 1,501 BOE/d, 232% better than the average rate for the four offset wells drilled by Kodiak using older technology. The P Earl Rennerfeldt 154-99-2-3-10-15H3 had an average 60-day production rate of 904 BOE/d, 124% better than the average rate for the six offset wells drilled by Kodiak using older technology. Whiting has 1,777 potential gross drilling locations in Williams County. New wellbore design reduces Redtail Niobrara drilling costs. At the Redtail field where Whiting targets the Niobrara "A", "B", "C" and Codell/Fort Hays formations, the Company has implemented a new wellbore configuration. The new well design eliminates the need for an intermediate casing string by cementing 5 1/2 inch casing from surface to total depth. This reduced the average first quarter 2016 drilling time for a 7,000 foot lateral to 4.44 days, a 50% decrease from the first quarter 2015. Whiting's record drilling time now stands at 2.79 days. A full-text copy of the press release is available for free at: http://is.gd/uOwagM 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. 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. [*] Suit Accuses PACER of Milking Public for Access --------------------------------------------------- David Kravets, writing for ARS Technica, reported that the federally run online court document access system known as PACER now finds itself listed on a federal docket. Its overseer, the US government, is a defendant in a proposed class-action lawsuit accusing the service of overcharging the public. According to the report, the suit, brought by three nonprofits on April 28, claims millions of dollars generated from a recent 25-percent increase in page fees are being illegally spent by the Administrative Office of the Courts (AO). The cost for access is 10 cents per page and up to $3 a document, while judicial opinions are free, the report noted. This isn't likely to break the bank for some, but to others it adds up and can preclude access to public records, the report pointed out. The National Consumer Law Center, the Alliance for Justice, and the National Veterans Legal Services Program also claim in the lawsuit that these fees are illegal because the government is charging more than necessary to keep the PACER system afloat (as is required by Congress), the report said. "Rather than reduce the fees to cover only the costs incurred, the AO instead decided to use the extra revenue to subsidize other information-technology-related projects -- a mission creep that only grew worse over time," the report cited the suit as saying. Citing government records, the suit says that by the end of 2006, the judiciary's information-technology fund had accumulated a surplus of $150 million with $32 million from PACER fees, the report related. When fees were increased to 10 cents a page in 2012, the amount of income from PACER increased to $145 million, "much of which was earmarked for other purposes such as courtroom technology, websites for jurors, and bankruptcy notification systems," according to the suit, the report further related. ********* 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 ***