/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/160517.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, May 17, 2016, Vol. 20, No. 138 Headlines 22ND CENTURY: Incurs $3.25 Million Net Loss in First Quarter 4522 KATELLA AVENUE: Wants Plan Filing Period Extended to June 17 ADAMIS PHARMACEUTICALS: Has License Agreement with Allergan Unit ADELPHIA COMMUNICATIONS: Extends Exchange Offers Until May 19 ADVANTAGE AVIATION: Voluntary Chapter 11 Case Summary AES CORP: Fitch Assigns 'BB' Rating on $500MM Sr. Unsecured Notes AF-SOUTHEAST LLC: Baird Mandalas Representing AF Noteholders Group AIX ENERGY: Ch.11 Trustee Hires Toney Johnson as Broker ALEXZA PHARMACEUTICALS: Extends Ferrer Note Maturity to Sept. 2016 ALEXZA PHARMACEUTICALS: To be Acquired by Ferrer ANACOR PHARMACEUTICALS: Incurs $16.1 Million Net Loss in Q1 ANDERSON UNIVERSITY: Fitch Affirms 'BB+' Rating on $35.6MM Bonds ANTERO ENERGY: Broyles Seeks Approval to Withdraw as Counsel ANTERO ENERGY: Jeffrey Mims Appointed Chapter 11 Trustee ANTHONY LAWRENCE: Exclusive Plan Filing Period Extended to Nov. 14 AOG ENTERTAINMENT: Court Enforces Sec. 362 Protections AOG ENTERTAINMENT: Schedules Deadline Extended to June 13 ASPECT SOFTWARE: Court Approves Backstop Agreement ATLAS DISPOSAL: Case Summary & 20 Largest Unsecured Creditors AURORA DIAGNOSTICS: Holds Conference Call to Review Results AURORA DIAGNOSTICS: Incurs $7.59 Million Net Loss in First Quarter BEEKMAN LIQUORS: Case Summary & 20 Largest Unsecured Creditors BERRY PLASTICS: Posts $59 Million Net Income for April 2 Quarter BHAVDARSHAN INC: Taps David T. Cain as Bankruptcy Counsel BILL BARRETT: Wasatch Advisors Reports 2.98% Stake BIND THERAPEUTICS: Hires Cowen as Investment Banker BIND THERAPEUTICS: Hires Latham & Watkins as Bankr. Co-Counsel BIND THERAPEUTICS: Hires Prime Clerk as Administrative Advisor BIND THERAPEUTICS: Hires Richards Layton as Co-Counsel BREITBURN ENERGY: Case Summary & 20 Largest Unsecured Creditors BREITBURN ENERGY: Court Orders Joint Administration of Cases BREITBURN ENERGY: Files for Ch. 11 to Facilitate Restructuring BREITBURN ENERGY: Files Voluntary Chapter 11 Bankruptcy Petition BROADVIEW NETWORKS: Incurs $160,000 Net Loss in First Quarter CANCER GENETICS: Incurs $5.25 Million Net Loss in First Quarter CAPE COD: Case Summary & 20 Largest Unsecured Creditors CHASSIX HOLDINGS: Debtors Want Chapter 11 Cases Closed CHC GROUP: U.S. Trustee Forms 5-Member Committee COMBIMATRIX CORP: Incurs $3.13 Million Net Loss in First Quarter COMVEST CAPITAL: Wins Bid to Dismiss Suit vs. Selkoe COOK INLET: Effective Date Occurred on March 29 CORNERSTONE TOWER: Case Summary & 20 Largest Unsecured Creditors CRESTWOOD EQUITY: S&P Assigns 'BB-' CCR, Outlook Negative CSM BAHIA: Case Summary & 7 Unsecured Creditors CTI BIOPHARMA: Posts $3.31 Million Net Income for First Quarter CYTORI THERAPEUTICS: Incurs $5.33 Million Net Loss in First Quarter CYTORI THERAPEUTICS: Stockholders Elect 7 Directors DARDEN-GREEN CO: Case Summary & 15 Unsecured Creditors DELL INC: S&P Affirms 'BB+' CCR, Outlook Stable DELTA AIRLINES: Court Denies Flight Attendant's FMLA Suit DENBURY RESOURCES: S&P Lowers Corporate Credit Rating to 'SD' DIEBOLD INC: S&P Assigns 'BB-' CCR, Outlook Stable DIPLOMATA S/A: Court Grants Petition for Recognition DOGLEG RIGHT: Case Summary & 20 Largest Unsecured Creditors DOMUM LOCIS: June 21 Hearing on Admin. Expense Fee Applications EAST AFRICAN DRILLING: Proofs of Claim Due July 27, 2016 ENERGY XXI: Creditors Oppose Bid to Use Cash Collateral ENERGY XXI: Objections to Cash Collateral Motion Filed EXCO RESOURCES: Exploring Restructuring Options F&H ACQUISITION: Time to Remove Actions Extended Through June 30 FERRO CORP: S&P Affirms 'BB-' CCR & Revises Outlook to Developing FIRST DATA: Capital Research Holds 10.5% of Class A Shares FIRST DATA: Incurs $56 Million Net Loss in First Quarter FM KELLY: Case Summary & 20 Largest Unsecured Creditors FORESIGHT ENERGY: Incurs $41.7 Million Net Loss in First Quarter FOSSIL GROUP: S&P Lowers CCR to 'BB+' as Earnings Decline GAP INC: Fitch Lowers IDR to 'BB+', Outlook Stable GELTECH SOLUTIONS: Obtains $150,000 Loan from President GERMAN PELLETS: Hires Opportune's Gaston as CRO GERMAN PELLETS: Hires Searcy & Searcy as Local Co-counsel GFL ENVIRONMENTAL: DBRS Confirms 'B' Issuer Rating GREAT LAKES: Auction Cancelled, Objections to Sale Motion Filed GREAT LAKES: Court Sets Schedule for Evidentiary Hearing GREAT LAKES: MERS Objects to MERS Contract Assignment GREAT LAKES: Seek Substantive Consolidation of Bankruptcy Estates GROVE PLAZA: Case Summary & 20 Largest Unsecured Creditors HAGGEN HOLDINGS: Court Approves Walgreen Asset Purchase Agreement HAGGEN HOLDINGS: Privacy Ombudsman Recommends Transfer of Info HECK INDUSTRIES: $300,000 Batch Plant Sale to Cajun Approved HOLOGIC INC: S&P Affirms 'BB' CCR & Revises Outlook to Positive HOMER CITY: S&P Lowers CCR to 'CCC-', Off CreditWatch Negative HORSEHEAD HOLDING: Time to Remove Actions Extended Through Aug. 30 HYPNOTIC TAXI: DiConza Replaces W&W as Committee Counsel ILLINOIS POWER: Incurs $7 Million Net Loss in First Quarter IMAGEWARE SYSTEMS: Incurs $2.62 Million Net Loss in First Quarter IMMUCOR INC: Extends Maturity of Credit Agreement with Citibank INC RESEARCH: Moody's Hikes Corporate Family Rating to Ba2 INSURANCE PROFESSIONALS: Case Summary & 8 Unsecured Creditors IOWA FERTILIZER: S&P Lowers Rating on $1.194BB Financing to 'B+' IRONGATE ENERGY: S&P Lowers CCR to 'CCC-', Outlook Negative JAZZ ACQUISITION: S&P Affirms 'B' CCR, Outlook Stable JUMIO INC: Files Schedules of Assets and Liabilities KDA GROUP: Case Summary & 20 Largest Unsecured Creditors KEELEY AND GRABANSKI: Haslam Attorney Awarded $12K in Fees, Costs KIRWAN OFFICES: Creditors Reject Lynch's Motion to Intervene KRONOS WORLDWIDE: Fitch Lowers IDR to 'B+', Outlook Stable LA CUADRA L.L.C.: Case Summary & Unsecured Creditor LAKE MATHEWS: Case Summary & 17 Largest Unsecured Creditors LAWRENCE SCHIFF: Ch 11 Trustee Hires EisnerAmper as Fin'l Advisor LAWRENCE SCHIFF: Ch 11 Trustee Retains Klehr Harrison as Counsel LEGAL CREDIT: Taps Estrella LLC as Bankruptcy Counsel LEN-TRAN INC: Case Summary & 20 Largest Unsecured Creditors LEVEL 3 COMMUNICATIONS: S&P Raises CCR to 'BB', Outlook Stable LEVEL ACRES: Case Summary & 12 Unsecured Creditors LIFEPOINT HEALTH: S&P Assigns 'BB-' Rating on $400MM Sr. Notes LINN ENERGY: Material Terms of Restructuring Support Agreement LIQUIMETAL TECHNOLOGIES: Incurs $9.17 Million Net Loss in Q1 LMR DOORS: Hires Nicolas A. Wong Law Offices as Bankruptcy Counsel LPATH INC: Reports $1.94 Million Net Loss for First Quarter MARCLAY EMS: Hires David E. Priest as Accountant MARIA VISTA: Suit vs. Mi Nipomo, Costa Pacifica Dismissed MAUDORE MINERALS: Makes Assignment of Property Under BIA MIDSOUTH GOLF: May Sell Property Free of Maintenance Covenant MILLER BRANGUS: Hires Dunham Hildebrand as Bankruptcy Counsel MORGANS HOTEL: Accommodations Acquisition Reports 7.1% Stake MORGANS HOTEL: Incurs $13.4 Million Net Loss in First Quarter MORGANS HOTEL: Pine River Reports 9% Stake as of May 10 MORGANS HOTEL: Ronald Burkle Reports 26.4% Stake as of May 9 MORGANS HOTEL: Signs Voting Agreement with OTK Associates MORGANS HOTEL: To be Acquired by Lifestyle Hospitality Company SBE MUSCLEPHARM CORP: Incurs $6.6 Million Net Loss in First Quarter NCL CORP: S&P Raises CCR to 'BB', Outlook Stable NEONODE INC: Incurs $1.36 Million Net Loss in First Quarter NEPHROGENEX INC: Taps Cassel Salpeter as Investment Banker NORTEL NETWORKS: Court to Hear Bid for Interim Creditor Payments NORTHERN OIL: Amends Credit Agreement with Royal Bank NORTHERN OIL: Incurs $127 Million Net Loss in First Quarter NUO THERAPEUTICS: Court Approves Revised $229K KEIP OAK CREEK PLAZA: Case Summary & 11 Unsecured Creditors OAKLAND PHYSICIANS: Patient Care Ombudsman Issues 16th Report ODYSSEY ACADEMY: S&P Lowers Rating on Revenue Debt to 'BB+' OFFICE DEPOT: S&P Affirms 'B-' CCR, Off CreditWatch Positive ORIENTAL CANTONES: Taps Robert Millan as Bankruptcy Counsel PEABODY ENERGY: Prairie State Agreement Approval Sought PENSKE AUTOMOTIVE: S&P Rates Proposed $500MM Sr. Sub. Notes 'B+' PETALUMA FAMILY: Case Summary & 2 Unsecured Creditors PICO AT PICO: Case Summary & 2 Unsecured Creditors PICO HOLDINGS: CEO Pay Negotiated in "Bad Faith", River Road Says PILGRIM'S PRIDE: Wins Dismissal of Suit Filed by Growers PINNACLE RESORT: Seeks Court Approval to Hire McLaughlin & Stern PODS LLC: S&P Alters 1st Lien Loan Rating to B Over $170MM Add-on POTLATCH CORP: S&P Revises Outlook to Positive & Affirms 'BB' CCR PRINTPACK HOLDINGS: S&P Raises Rating to 'B+', Outlook Stable R&S HEATING: Fund Loses Summary Judgment Bid RAILYARD COMPANY: Judge Denies Appointment of Pierce as Trustee RIO MOBILE: Taps Marcos D. Oliva as Bankruptcy Counsel ROCKWELL MEDICAL: Reports $4.82 Million Net Loss for First Quarter ROSEMAN UNIVERSITY: S&P Puts 'BB-' Bonds Rating on Watch Neg. RSP PROFESSIONAL: Case Summary & Unsecured Creditor RYERSON HOLDING: S&P Revises Outlook to Pos. & Affirms 'B-' CCR SABRE HOLDINGS: S&P Raises CCR to 'BB-', Outlook Stable SAITO BROS: Trustee's TRO Bid Against Foreclosure Sale Denied SANDRIDGE ENERGY: Files Voluntary Chapter 11 Bankruptcy Petition SEA SHELL: Judge Orders Dismissal of Chapter 11 Case SEACOR HOLDINGS: S&P Lowers CCR to 'B', Outlook Negative SEPULVEDA SAMSON: Case Summary & 2 Unsecured Creditors SFX ENTERTAINMENT: Hires Jones Lang as Real Estate Broker SHELBOURNE NORTH: Court Sanctions Kelleher for Baseless Suit SKYBRIDGE SPECTRUM: Objects to Leong's Sec. 543 Motion SOUTHCROSS ENERGY: Incurs $15.5 Million Net Loss in First Quarter SPI ENERGY: Appoints New Independent Director SPI ENERGY: Enters into $57 Million Share Purchase Agreements SS BODY ARMOR: Cohen's Bid to Stay Pending Appeal Denied ST. MICHAEL'S MEDICAL: Court OKs Global Settlement Agreement STAPLES INC: Fitch Affirms 'BB+' IDR, Off CreditWatch Negative STELLAR BIOTECHNOLOGIES: Incurs $861,000 Net Loss in 1st Quarter STONEGATE MORTGAGE: S&P Revises Outlook to Neg. & Affirms 'B' ICR TAG ENTERTAINMENT: Bankr. Court Recommends Judgment Favoring U.S. TELEFLEX INC: S&P Lowers Rating on Sr. Unsecured Debt to 'BB' TENET HEALTHCARE: BlackRock Reports 11.1% Stake THIS IS IT LLC: Case Summary & 2 Unsecured Creditors THREE FROGS: Plea to Extend Exclusive Solicitation Period Denied TITAN INTERNATIONAL: S&P Revises Outlook to Neg. & Affirms B- CCR TRIANGLE PETROLEUM: Inks Special Compensation Pact with COO & CAO UNIVERSAL WELL: Hires Ritchie Bros. as Auctioneer VV HOSPITALITY: Case Summary & 2 Unsecured Creditors WABASH NATIONAL: S&P Raises Rating to 'BB', Outlook Stable WAFERGEN BIO-SYSTEMS: Incurs $4.40-Mil. Net Loss in First Quarter WAGLE LLC: U.S. Trustee Unable to Appoint Committee WESTMORELAND COAL: Posts $30.1 Million Net Income for Q1 WESTMORELAND RESOURCE: Incurs $8.85-Mil. Net Loss in 1st Quarter WHITING PETROLEUM: To Convert $476M Notes Into Common Shares Y&K SUN INC: Case Summary & 10 Unsecured Creditors YRC WORLDWIDE: Files Copy of Presentation Materials with SEC [*] Kaufman Joins King & Spalding's Atlanta, DC Offices as Partner [^] Large Companies with Insolvent Balance Sheet ********* 22ND CENTURY: Incurs $3.25 Million Net Loss in First Quarter ------------------------------------------------------------ 22nd Century Group, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $3.25 million on $3.02 million of revenue for the three months ended March 31, 2016, compared to a net loss of $4.11 million on $616,138 of revenue for the same period in 2015. Asof March 31, 2016, the Company had $20.59 million in total assets, $3.95 million in total liabilities and $16.6 million in total shareholders' equity. As of March 31, 2016, the Company had positive working capital of approximately $6.12 million compared to positive working capital of approximately $3.99 million at Dec. 31, 2015, an increase of approximately $2.13 million. The increase in the Company's working capital position was mainly a result of the net proceeds received from a February 2016 registered direct offering of approximately $5.10 million, offset by cash used in its operating activities of approximately $2.80 million. A full-text copy of the Form 10-Q is available for free at: https://is.gd/Q2fiFW About 22nd Century Clarence, New York-based 22nd Century Group, Inc., through its wholly-owned subsidiary, 22nd Century Ltd, is a plant biotechnology company using technology that allows for the level of nicotine and other nicotinic alkaloids (e.g., nornicotine, anatabine and anabasine) in tobacco plants to be decreased or increased through genetic engineering and plant breeding. 22nd Century reported a net loss of $11.03 million on $8.52 million of revenue for the year ended Dec. 31, 2015, compared to a net loss of $15.59 million on $528,991 of revenue for the year ended Dec. 31, 2014. 4522 KATELLA AVENUE: Wants Plan Filing Period Extended to June 17 ----------------------------------------------------------------- 4522 Katella Avenue, LLC, asks the U.S. Bankruptcy Court for the District of Kansas to continue the deadline to file its' Chapter 11 Plan and also extend the exclusivity period until June 17, 2016, in light of the sale of real estate and fixtures and the unascertained balances, if any, owed to ColFin MF5 Funding, LLC. The Lender holds a first mortgage on two of the Debtor's properties, Parkside Apartments, located at 928 North Carter, Wichita, Kansas 67203, and Longfellow Apartments, located at 1212 South Longfellow, Wichita, Kansas 67207. It is the Debtor's only secured creditor. On Dec. 23, 2015, the Debtor and ColFin entered into stipulation regarding interim use of cash collateral that require the Debtor to file an adversary action within 60 days of signing the Stipulation if it intends to challenge the balances of the Lender's loans on the Properties. The Debtor has timely challenged the alleged balances by filing an adversary proceeding as mandated by the Stipulation. Scheduling for the adversary has not been agreed to by the parties or set by the Court. On May 6, 2016, pursuant to the motion of sale of real estate and fixtures and payment of broker's commission, the Court entered an agreed order granting the motion. The Properties are scheduled to close on May 19, 2016. About 4522 Katella Avenue Long Beach, California-based 4522 Katella Avenue, LLC, owner of three apartment complexes, sought protection under Chapter 11 of the Bankruptcy Code on September 25, 2015 (Bankr. D. Ks. Case No. 15-12107). The Debtor estimated $1 million to $10 million in assets and debt. 4522 Katella is represented by David G. Arst, at Arst & Arst, P.A. ADAMIS PHARMACEUTICALS: Has License Agreement with Allergan Unit ---------------------------------------------------------------- Adamis Pharmaceuticals Corporation has entered into an exclusive licensing agreement with Allergan plc's wholly owned subsidiary, Watson Laboratories, Inc., to commercialize Adamis' Epinephrine Pre-filled Syringe product candidate for the emergency treatment of anaphylaxis. Under the terms of the agreement, Watson will obtain commercial rights for the U.S. in exchange for an upfront fee and potential regulatory and performance based milestone payments totaling up to $32.5 million. Additionally, Watson will pay double-digit royalties to Adamis based on income from future sales of the PFS in the U.S. Adamis retains rights to commercialize the PFS in the rest of the world. Dr. Dennis J. Carlo, president and CEO of Adamis, stated, "There is significant demand in the market for an alternative to the high-cost epinephrine auto-injectors. We feel that Allergan, through its planned merger with Teva, is the ideal partner to market our epinephrine PFS in the U.S. and by doing so, maximize the value of the product for our shareholders." "The epinephrine pre-filled syringe offers payers a cost effective option that can be utilized in specific treatment settings including hospitals and clinics, and will have applications with select patient populations. We are pleased to be partnering with Adamis to commercialize this unique product offering," said Andy Boyer, Allergan President of U.S. Generic Sales and Marketing. As previously disclosed in public filings, Allergan's Generics business will be transferred to Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) pursuant to a pending sale transaction. This licensing agreement will have no material impact to the timing or likelihood of completion of Allergan's transaction with Teva. About Adamis San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC QB: ADMP) is a biopharmaceutical company engaged in the development and commercialization of specialty pharmaceutical and biotechnology products in the therapeutic areas of respiratory disease, allergy, oncology and immunology. Adamis reported a net loss of $13.6 million on $0 of revenue for the year ended Dec. 31, 2015, compared to a net loss of $9.31 million on $0 of revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Adamis had $12.06 million in total assets, $2.74 million in total liabilities and $9.31 million in total stockholders' equity. Mayer Hoffman McCann P.C., in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred recurring losses from operations, and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern, the auditors noted. ADELPHIA COMMUNICATIONS: Extends Exchange Offers Until May 19 ------------------------------------------------------------- ACC Claims Holdings, LLC on May 13 announced the extension of offers to Eligible Holders to exchange (i) class A limited liability company interests of ACC Claims Holdings, LLC for up to all of the outstanding ACC Senior Notes Claims (Class ACC 3) allowed under the Plan of Reorganization, including any post-petition pre-effective date interest and post-effective date interest to and including the extended expiration date of the offers (the "Senior Claims"), against Adelphia Communications Corporation, and (ii) class B limited liability company interests of ACC Claims Holdings, LLC for up to all of the outstanding ACC Trade Claims (Class ACC 4) allowed under the Plan of Reorganization, including any post-petition pre-effective date interest and post-effective date interest to and including the extended expiration date of the offers (the "ACC 4 Claims"), and ACC Other Unsecured Claims (Class ACC 5) allowed under the Plan of Reorganization, including any post-petition pre-effective date interest and post-effective date interest to and including the extended expiration date of the offers (the "ACC 5 Claims" and, together with the ACC 4 Claims, the "Other Claims"; the Senior Claims and the Other Claims, together, the "Claims"), against Adelphia Communications Corporation until 5:00 p.m., New York City time, on Thursday, May 19, 2016. The exchange offers were previously scheduled to expire at 5:00 p.m., New York City time, on Thursday, May 12, 2016. As of 5:00 p.m., New York City time, on Thursday, May 12, 2016, Eligible Holders of $3,991,358,416.00 original principal amount of ACC Senior Notes (as defined in the Plan of Reorganization) outstanding, Eligible Holders of $273,289,582.05 of ACC 4 Claims outstanding and Eligible Holders of $44,646,944.11 of ACC 5 Claims outstanding had validly tendered their Claims pursuant to the exchange offers. ACC Claims Holdings, LLC recognizes that the Claims will continue to accrue post-effective date interest between the original expiration date and the extended expiration date. Therefore, the consideration offered to Eligible Holders will be increased by a corresponding amount. Except as set forth herein, the terms and conditions of the exchange offers remain unchanged. ACC Claims Holdings, LLC reserves the right to further extend the exchange offers prior to the termination of the extended expiration date. ACC Claims Holdings, LLC does not contemplate any such additional extensions of the exchange offers at this time. The exchange offers are being made pursuant to (i) the offers to exchange, dated March 3, 2016, and supplemented and amended on March 9, 2016, March 21, 2016, April 1, 2016, April 8, 2016, April 15, 2016, April 21, 2016, April 29, 2016, May 5, 2016, and on the date hereof and (ii) the related letter of transmittal, dated as of March 3, 2016 and supplemented and amended on March 21, 2016. The exchange offers will only be made, and the offers to exchange and the related letter of transmittal will only be distributed to, holders who complete, execute and return an eligibility form confirming that they are qualified purchasers ("Qualified Purchasers") as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended (except to the extent waived by the managing member of ACC Claims Holdings, LLC), excluding Benefit Plan Investors (as defined below) (except as provided for and subject to the terms of the exchange offers, as amended), each of which is (x) a qualified institutional buyer within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), (y) an institutional investor that qualifies as an "accredited investor" pursuant to Rule 501(a)(1), (2), (3) or (7) under the Securities Act or (z) not a U.S. person in an offshore transaction, in each case as defined in Regulation S under the Securities Act (such persons, "Eligible Holders"). "Benefit Plan Investor" means a benefit plan investor, as defined in Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and includes (a) an employee benefit plan (as defined in Section 3(3) of Title I of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA, (b) a plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or (c) any entity whose underlying assets include, or are deemed for purposes of ERISA or the Code to include, "plan assets" by reason of any such employee benefit plan's or plan's investment in the entity. Holders who desire to obtain and complete an eligibility form should either visit the website for this purpose at www.dfking.com/adelphia or call D.F. King & Co., Inc., the information agent and exchange agent for the exchange offers, at (800) 761-6523 (toll-free) or (212) 269-5550 (collect for banks and brokers only). The managing member of ACC Claims Holdings, LLC may, in its sole discretion, waive the restriction on tenders by Benefit Plan Investors. However, the managing member is not required to accept a tender in whole or in part from an investor that is a Benefit Plan Investor, and reserves the right to reject in its complete discretion any tender by a Benefit Plan Investor. About Adelphia Communications Based in Coudersport, Pennsylvania, Adelphia Communications Corporation was once the fifth-biggest cable company. Adelphia served customers in 30 states and Puerto Rico, and offered analog and digital video services, Internet access and other advanced services over its broadband networks. Adelphia collapsed in 2002 after disclosing that founder John Rigas and his family owed $2.3 billion in off-balance-sheet debt on bank loans taken jointly with the company. Mr. Rigas was sentenced to 12 years in prison, while son Timothy 15 years. Adelphia Communications and its more than 200 affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 02-41729) on June 25, 2002. Willkie Farr & Gallagher represented the Debtors in their restructuring effort. PricewaterhouseCoopers served as the Debtors' financial advisor. Kasowitz, Benson, Torres & Friedman LLP and Klee, Tuchin, Bogdanoff & Stern LLP represented the Official Committee of Unsecured Creditors. Adelphia Cablevision Associates of Radnor, L.P., and 20 of its affiliates, collectively known as Rigas-Managed Entities, were entities that were previously held or controlled by members of the Rigas family. In March 2006, the rights and titles to these entities were transferred to certain subsidiaries of Adelphia Cablevision LLC. The RME Debtors filed for Chapter 11 protection (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-10642) on March 31, 2006. Their cases were jointly administered under Adelphia Communications and its debtor-affiliates' Chapter 11 cases. The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007. The Plan became effective on Feb. 13, 2007. The Adelphia Recovery Trust, a Delaware Statutory Trust, was formed pursuant to the Plan. The Trust holds certain litigation claims transferred pursuant to the Plan against various third parties and exists to prosecute the causes of action transferred to it for the benefit of holders of Trust interests. Lawyers at Kasowitz, Benson, Torres & Friedman, LLP (NYC), represent the Adelphia Recovery Trust. ADVANTAGE AVIATION: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Advantage Aviation Technologies II, LLC 201 Regal Row Dallas, TX 75247 Case No.: 16-31973 Chapter 11 Petition Date: May 15, 2016 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Debtor's Counsel: Rakhee V. Patel, Esq. SHACKELFORD, BOWEN, MCKINLEY & NORTON, LLP 9201 N. Central Expressway, 4th Floor Dallas, TX 75231 Tel: 214-780-1400 Fax: 214-780-1401 E-mail: rpatel@shackelfordlaw.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dennis Moore, president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. AES CORP: Fitch Assigns 'BB' Rating on $500MM Sr. Unsecured Notes ----------------------------------------------------------------- Fitch Ratings has assigned a 'BB' rating to the AES Corporation's issuance of $500 million senior unsecured notes due in 2026. The Rating Outlook is Stable. The proceeds will primarily be used to partially refinance June 2019 floating rate notes. KEY RATING DRIVERS AES' rating and Outlook reflect Fitch's expectations that the company will maintain recourse debt/ adjusted parent-only cash flow (APOCF) below 5.5x and APOCF interest coverage above 2.5x over the next few years. Despite macroeconomic headwinds, AES' rating stability is expected to be driven by continued balance sheet and liquidity discipline including execution of the planned debt reduction, a balanced approach to share buybacks relative to the financial performance of investments and debt levels, reduced dependence on projects in struggling markets and successful execution of the cost cutting initiatives. The rating and Outlook also incorporate expectations that AES will maintain its current risk profile and continue to secure earnings and cash flows from regulated utility holdings and long-term contracts. In 2015, the company reduced its recourse debt by $240 million and is expected to retire a total of $200 million debt in 2016. Parent free cash flow (FCF) is expected to grow approximately 10% from 2016 to 2018. The company has also announced a plan to potentially sell up to $1 billion assets in the next several years and a $150 million cost reduction/revenue enhancement program over three years, which could improve liquidity and accommodate debt reduction. On April 27, 2016, AES' Maritza project in Bulgaria received approximately $350 million of receivables from Natsionalna Elektricheska Kompania EAD (NEK), which Fitch views favourably as it resolved NEK's chronic late payment issue and modestly improves cash distribution to AES. The payment was conditioned upon reducing capacity payment to Maritza by 14% through 2026 when the power purchase agreement expires. Going forward, Fitch expects the importance of distribution from Maritza to AES will continue to decline as 5.9 GW of new projects come online from 2016-2018 in the U.S., India, Chile, Dominican Republic and the Philippines. Fitch applies a deconsolidated approach when assigning AES' ratings and Outlook due to its corporate profile and structure as an investment holding company that owns a diverse portfolio of regulated utilities and power generation assets. The primary credit measures are recourse debt/APOCF and APOCF interest coverage. Approximately 75% of AES' consolidated debt is non-recourse. Fitch expects AES' recourse debt/APOCF to decline to below 5.5x by 2018. The APOCF interest coverage is expected to improve to 3x by 2018. These metrics don't incorporate any distribution from or equity contribution to AES' subsidiary DPL, Inc. (DPL, IDR 'B+'/Outlook Stable), whose Ohio utility is experiencing regulatory uncertainties associated with deregulation. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to a positive rating action include: Fitch will consider a positive rating action if recourse debt/APOCF sustains below 4.5x and APOCF interest coverage above 3.5x assuming the risk profile remains the same. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: The ratings and Outlook could be pressured if AES fails to achieve recourse debt/APOCF lower than 5.5x and APOCF interest coverage higher than 2.5x on a sustainable basis or if AES increases shareholder distributions without a net reduction in debt. Unexpected and material financial support to DPL could also pressure AES' ratings and Outlook. A change in strategy to invest in more speculative, non-contracted assets or a material decline in cash flow from contracted power generation assets could also lead to negative actions. KEY ASSUMPTIONS -- 10% growth for POCF each year for 2017 and 2018; -- Net debt reduction of $150 million in 2016 and no debt reduction in 2017 and 2018; -- $200 million asset sale from 2016-2018 each year; -- No distribution from and no equity injection to DPL; -- 2016 equity injection to its subsidiary IPALCO from AES and partner CDPQ totals $254 million (AES: $120 million, CDPQ: $134 million). No equity injections are assumed after 2016. AF-SOUTHEAST LLC: Baird Mandalas Representing AF Noteholders Group ------------------------------------------------------------------ To comply with Rule 2019 of the Federal Rules of Bankruptcy Procedure, Stephen W. Spence, Esq., at Baird Mandalas Brockstedt, LLC, filed on May 12, 2016, in the Chapter 11 cases of AF-Southeast, LLC, et al., a Bankruptcy Rule 2019 disclosure statement, stating that he and Aaron C. Baker, Esq., represent a group that consists of individuals and trusts, each of whom hold one or more of Allied Fiber Notes issued between 2012 and 2014. The notes are entitled 16% Senior Secured Convertible Promissory Note, Senior Secured Convertible Promissory Note, or Secured Promissory Note. The Group's members are several family-related trusts and individuals. The Group, which was formed at the suggestion of A. Jonathan Schwartz, as Trustee of the Milton I. Schwartz Revocable Family Trust, includes: -- Schwartz Investment Partnership; -- David J. Zarin, the Jonathan Zarin 1994 Irrevocable Trust, Alan Rivlin, Trustee; -- the Milton I. Schwartz Revocable Family Trust, A Jonathan Schwartz, Successor Trustee; and -- the AJS 2008 Irrrevocable Trust, A. Jonathan Schwartz, Trustee, the Jennifer G. Zarin Irrevocable Family Trust, Eileen J. Zarin 1991 Irrevocable Trust, Samuel Schwartz 1991 Irrevocable Trust, and the Robin Sue Landsburg 1991 Irrevocable Family Trust, Alan Rivlin, Successor Trustee, and Robert J. Zarin. Baird Mandalas can be reached at: Stephen W. Spence, Esq. Aaron C. Baker, Esq. Baird Mandalas Brockstedt, LLC 6 South State Street Dover, DE 19901 Tel: (302) 677-0061 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 co-location 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. The petitions were signed by Scott Drake as sole member. The Debtors estimated assets in the range of $10 million to $50 million and liabilities of up to $50 million. FOX Rothschild LLP represents the Debtors as counsel. PMCM, LLC is the Debtors' chief restructuring officer provider. Judge Kevin Gross is assigned to the cases. AIX ENERGY: Ch.11 Trustee Hires Toney Johnson as Broker ------------------------------------------------------- Jason Searcy, the Chapter 11 Trustee for AIX Energy, Inc., asks the U.S. Bankruptcy Court for the Northern District of Texas for authority to employ Toney Johnson and Toney Johnson Real Estate as his Broker and Real Estate Agent. The Chapter 11 Trustee requires Toney Johnson Real Estate to assist the Chapter 11 Trustee in the sale of a portion of the Debtors' estate. Toney Johnson Real Estate will be paid under a commission basis of 6%. The commission will be paid (and/or deducted) by the trustee from the closing proceeds of sale, in addition, premium for the title policy, and other incidental closing expenses that are reasonable and customary in real estate transactions. Toney Johnson, Broker, 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 Debtor and its estates. Toney Johnson Real Estate can be reached at: Toney Johnson P.O. Box 195 314 Johnson Road Homer, LA 71040 Tel: (318) 927-6942 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. ALEXZA PHARMACEUTICALS: Extends Ferrer Note Maturity to Sept. 2016 ------------------------------------------------------------------ As disclosed in a Form 8-K report filed with the Securities and Exchange Commission, Alexza Pharmaceuticals, Inc., on May 9, 2016, amended and restated that certain promissory note previously issued to Grupo Ferrer Internacional, S.A. ("Parent") on Sept. 28, 2015, as amended on March 21, 2016, and April 18, 2016, to, among other things (i) increase the maximum principal amount of the Restated Note to $6.3 million, (ii) extend the maturity date of the Restated Note to Sept. 30, 2016, and (iii) provide for certain events of default under the Restated Note in connection with the Merger. As of May 10, 2016, the outstanding principal amount of the Restated Note was $6.3 million. A copy of the Amended and Restated Promissory Note is available for free at: https://is.gd/uJEV4v About Alexza Pharmaceuticals, Inc. Alexza Pharmaceuticals is focused on the research, development, and commercialization of novel, proprietary products for the acute treatment of central nervous system conditions. Alexza's products and development pipeline are based on the Staccato(R) system, a hand-held inhaler designed to deliver a pure drug aerosol to the deep lung, providing rapid systemic delivery and therapeutic onset, in a simple, non-invasive manner. Active pipeline product candidates include AZ-002 (Staccato alprazolam) for the management of epilepsy in patients with acute repetitive seizures and AZ-007 (Staccato zaleplon) for the treatment of patients with middle of the night insomnia. Alexza reported a net loss of $21.31 million on $5.02 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $36.73 million on $5.56 million of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Alexza had $14.73 million in total assets, $86.38 million in total liabilities and a total stockholders' deficit of $71.65 million. OUM & CO. LLP, in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. ALEXZA PHARMACEUTICALS: To be Acquired by Ferrer ------------------------------------------------ Alexza Pharmaceuticals, Inc. and Grupo Ferrer Internacional, S.A. announced that they have entered into a definitive agreement under which Ferrer Pharma Inc., a wholly-owned subsidiary of Ferrer, will acquire Alexza for $0.90 per share in cash. In addition to the upfront cash payment, Alexza stockholders will be granted contingent value rights to receive cash payments in four payment categories if specified milestones are achieved following the closing. The transaction is expected to close in the second quarter of 2016 and is subject to customary closing conditions. The $0.90 per share cash consideration represents a 210% premium to Alexza's closing share price on Feb. 26, 2016, the last trading day prior to announcement that Alexza and Ferrer had entered into a non-binding letter of intent with respect to Ferrer's proposed acquisition of Alexza, a 177% premium to the volume-weighted average trading price over the thirty trading days ending on Feb. 26, 2016, and a 67% premium to the closing price on May 9, 2016. "We see Ferrer as the ideal company to acquire Alexza as we continue to strive toward global commercial success with ADASUVE and to re-energize our Staccato-based product pipeline," said Thomas B. King, president and CEO of Alexza. "Over the past four years, we have come to appreciate their professionalism, passion, dedication and commitment to Alexza's technologies, products and people. With this combination, we feel that Alexza's products will be well positioned for long-term success in serving important patient needs." "We are pleased that Alexza, the company that created and developed ADASUVE and the Staccato technology, will be part of Ferrer and we look forward to working with our new Alexza colleagues to continue creating significant value for patients worldwide. We firmly believe that the Staccato technology will change the lives of patients with severe mental and neurological disorders. At the same time it will help healthcare professionals to improve their management in the increasingly digitalized and personalized healthcare context," said Jordi Ramentol, CEO of Ferrer. Under the terms of the agreement, Ferrer Pharma will commence a tender offer to acquire all outstanding shares of Alexza's common stock for $0.90 per share in cash plus one contingent value right entitling the stockholder to receive a pro-rata share of up to four payment categories in an aggregate (i.e., to all contingent value right holders assuming all four payments are made) maximum amount of $35 million (subject to certain deductions) if certain licensing payments and revenue milestones are achieved. Upon successful completion of the tender offer, Ferrer Pharma will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price and with the obligation to make the same contingent cash consideration payments as are made to stockholders tendering their shares in the tender offer. The tender offer and withdrawal rights are expected to expire at 12:00 midnight, New York City time on the 20th business day after the launch of the tender offer, unless extended in accordance with the merger agreement and the applicable rules and regulations of the U.S. Securities and Exchange Commission. The consummation of the tender offer is subject to various conditions, including a minimum tender of a number of Alexza shares that, when added to the shares held by Ferrer, represents a majority of outstanding shares (including shares issued upon the exercise of options). The Board of Directors of Alexza unanimously approved the transaction. Guggenheim Securities, LLC acted as the financial advisor to Alexza, and Cooley LLP acted as legal advisor to Alexza. Skadden, Arps, Slate, Meagher & Flom LLP and J&A Garrigues, S.L.P. acted as legal advisors to Ferrer. In an amended Schedule 13D filed with the Securities and Exchange Commission, Grupo Ferrer Internacional, S.A. disclosed that as of May 9, 2016, it beneficially owns 2,366,935 shares of common stock of Alexza representing 10.9 percent of the shares outstanding. A copy of the regulatory filing is available at https://is.gd/qLjSQg About Alexza Pharmaceuticals, Inc. Alexza Pharmaceuticals is focused on the research, development, and commercialization of novel, proprietary products for the acute treatment of central nervous system conditions. Alexza's products and development pipeline are based on the Staccato(R) system, a hand-held inhaler designed to deliver a pure drug aerosol to the deep lung, providing rapid systemic delivery and therapeutic onset, in a simple, non-invasive manner. Active pipeline product candidates include AZ-002 (Staccato alprazolam) for the management of epilepsy in patients with acute repetitive seizures and AZ-007 (Staccato zaleplon) for the treatment of patients with middle of the night insomnia. Alexza reported a net loss of $21.31 million on $5.02 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $36.73 million on $5.56 million of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Alexza had $14.73 million in total assets, $86.38 million in total liabilities and a total stockholders' deficit of $71.65 million. OUM & CO. LLP, in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. ANACOR PHARMACEUTICALS: Incurs $16.1 Million Net Loss in Q1 ----------------------------------------------------------- Anacor Pharmaceuticals, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $16.1 million on $17.5 million of total revenues for the three months ended March 31, 2016, compared to a net loss of $12.96 million on $15.3 million of total revenues for the same period in 2015. As of March 31, 2016, Anacor had $164 million in total assets, $119 million in total liabilities, $49,000 in redeemable common stock and $44.6 million in total stockholders' equity. "This is an exciting time for Anacor. In January 2016, we submitted our NDA for crisaborole topical ointment, 2%, to the FDA ahead of schedule. The FDA has accepted the crisaborole NDA for review with a PDUFA goal date of January 7, 2017. We believe there is a significant unmet medical need for a novel non-steroidal topical anti-inflammatory treatment option for patients suffering with mild-to-moderate atopic dermatitis, and we look forward to working with the FDA during the regulatory review process," said Paul L. Berns, Anacor's chairman and chief executive officer. "We believe that we are well positioned to execute our commercial strategy in support of the launch of crisaborole, if approved, in the U.S." Cash, cash equivalents and investments totaled $137.9 million as of March 31, 2016, compared to $144.4 million as of Dec. 31, 2015. Balances as of March 31, 2016, and Dec. 31, 2015, included cash and cash equivalents of $25.0 million and $53.7 million, short-term investments of $110.6 million and $87.9 million and restricted investments of $2.2 million and $2.8 million, respectively. A full-text copy of the Form 10-Q is available for free at: https://is.gd/f187I2 About Anacor Pharmaceuticals Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a biopharmaceutical company focused on discovering, developing and commercializing novel small-molecule therapeutics derived from its boron chemistry platform. Anacor has discovered eight compounds that are currently in development. Its two lead product candidates are topically administered dermatologic compounds - tavaborole, an antifungal for the treatment of onychomycosis, and AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of atopic dermatitis and psoriasis. Anacor reported a net loss of $61.2 million on $82.4 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $87.1 million on $20.7 million of total revenues for the year ended Dec. 31, 2014. ANDERSON UNIVERSITY: Fitch Affirms 'BB+' Rating on $35.6MM Bonds ---------------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' rating on approximately $35.6 million of the City of Anderson, Indiana economic development revenue refunding and improvement bonds issued on behalf of Anderson University (AU). The Rating Outlook is revised to Negative from Stable. SECURITY The bonds are an unsecured general obligation of the university. As additional security, there is a cash-funded debt service reserve fund. KEY RATING DRIVERS WEAKENING OPERATING PERFORMANCE: The Negative Outlook reflects weakening operating performance driven by continued enrollment declines. AU generated a small operating deficit and weaker but still-adequate coverage in fiscal 2015. Fiscal 2016 results are expected to be materially weaker, due in part to a voluntary retirement initiative. CONTINUED ENROLLMENT DECLINE: Total enrollment continues to decline, however, preliminary data indicate a larger fall 2016 freshman class compared to fall 2015, which declined slightly from the prior year. Management has several initiatives in place to stabilize enrollment, but AU remains in a competitive environment. LIMITED BALANCE SHEET RESOURCES: AU's balance sheet resources provide limited financial cushion in line with the rating level. Available funds, defined by Fitch as cash and investments not permanently restricted, equaled 28.4% of fiscal 2015 operating expenses and 24.2% of debt. MODERATELY HIGH DEBT BURDEN: The university's maximum annual debt service (MADS) equaled a moderately high 8.2% of fiscal 2015 unrestricted operating revenues (excluding affiliate activities). MADS coverage from operations was adequate for the rating category at 1.4x. AU has no plans for additional debt at this time. RATING SENSITIVITIES RETURN TO BALANCED OPERATIONS: Failure of Anderson University to progress toward budgetary balance or to maintain balance sheet resources over the two-year Outlook period would likely lead to a downgrade. STABILIZING ENROLLMENT: Level or increasing incoming classes leading to stabilized enrollment are necessary to maintain the current rating level. CREDIT PROFILE Founded in 1917, Anderson University is a small Christian university located in Anderson, IN (35 miles northeast of Indianapolis). AU was founded by and affiliated with the Church of God (Anderson, IN) (COG) and is the only college affiliated with COG in the Midwest. The university offers around 60 undergraduate majors as well as graduate programs in business, music, nursing, and theology. The university also maintains a Department of Adult Studies that offers bachelor and associates degrees and non-credit programs for adult students. WEAKER OPERATING PERFORMANCE AU's operating performance has weakened due to continued enrollment declines and ongoing expense pressures. GAAP-based operating results were effectively breakeven for two years, including a 0.6% deficit margin in fiscal 2015. AU has been successful in recent years in maintaining net tuition revenue, which is down only 1.9% over the fiscal 2011 to 2015 period, and preserving operating balance through expense management despite FTE enrollment declines totaling 11.9% over that period. However, AU's budget is becoming increasingly challenged. The university expects a sizeable operating deficit in fiscal 2016 reflecting flat net tuition and some growth in expenses. The expected deficit will be increased by a voluntary retirement initiative. AU will record a one-time expense of about $2.5 million in fiscal 2016 (cash will be disbursed over two years) in order to generate roughly $1 million of annual savings going forward. Management expects improved but still deficit operations in fiscal 2017, but expects stable enrollment and expense cuts to result in budgetary balance by fiscal 2018. Failure to progress toward budgetary balance over the two-year Outlook period would likely lead to a downgrade. Affiliate operations, primarily the Flagship Enterprise Center (FEC), a regional incubator and business center created through a partnership between AU and the City of Anderson, are profitable. Affiliate activities are consolidated on AU's financial statements based on AU's ability to appoint a majority of the FEC's board. However, FEC resources are not directly available to support AU operations, nor are AU's resources legally available to meet FEC obligations. Fitch evaluates AU's operating performance primarily based on direct university activities, excluding affiliate activities. ENROLLMENT EXPECTED TO STABILIZE AU's headcount enrollment has fallen 11% from a peak of 2,611 in fall 2011 to 2,325 in fall 2015. The trend reflects a competitive environment, increasing price sensitivity and AU's primary overlap with nearby public institutions that are lower cost. Under a new marketing and admissions team, the university is pursuing several strategies to bolster enrollment including student retention initiatives, enhance marketing efforts, targeted student aid, curricular changes to accommodate more transfer students, and programmatic adjustments to align with market demand. AU expects a larger fall 2016 incoming class based on applications, admits and deposits that are all ahead year-over-year for both freshmen and transfers. The incoming class size has been fairly stable from fall 2013 to fall 2015, following materially larger classes in prior years. Continued flat or growing matriculation would result in stable enrollment by fall 2017 below the historical peak but at a level Fitch believes would be sufficient for AU to achieve budgetary balance. However, inability to stabilize enrollment over the next two admissions cycles would further pressure the rating. LIMITED BALANCE SHEET RESOURCES AU's balance sheet resources provide limited financial cushion in line with the rating level. Available funds equaled 28.4% of fiscal 2015 operating expenses and 24.2% of debt. AU's permanently restricted endowment is not included in Fitch's calculation of available funds, but it supports the university through annual distributions. While certain permanent funds in the $34.2 million (net) endowment remain underwater due to recession-era losses, the 4% policy draw for operations is still conservative and manageable on a net basis. MODERATELY HIGH DEBT BURDEN The university's debt burden is moderately high, with MADS equal to 8.2% of fiscal 2015 unrestricted operating revenues (excluding affiliate activities). MADS coverage from university operations has declined but remains adequate at 1.4x. However, coverage may be susceptible to some deterioration with weaker margins in fiscal years 2016 and 2017. The university remains in compliance with financial covenants. AU has no plans for additional debt at this time, and Fitch does not believe the university has additional debt capacity at the current rating level. ANTERO ENERGY: Broyles Seeks Approval to Withdraw as Counsel ------------------------------------------------------------ Antero Energy Partners LLC's attorney is seeking court approval to withdraw from representing the company in its Chapter 11 case. In a motion filed with the U.S. Bankruptcy Court for the Northern District of Texas, Frank Broyles, one of the attorneys hired by Antero Energy, said the company no longer needs his services following the appointment of a bankruptcy trustee. "The debtor will likely not need further representation in this matter," Mr. Broyles said, adding that the company does not oppose the motion. About Antero Energy Antero Energy Partners, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-30308) in Dallas on Jan. 25, 2016. Judge Stacey G. Jernigan is assigned to the case. The Debtor tapped Keith William Harvey, Esq., at The Harvey Law Firm, P.C., as counsel. The Debtor estimated $10 million to $50 million in assets and debt. ANTERO ENERGY: Jeffrey Mims Appointed Chapter 11 Trustee -------------------------------------------------------- William T. Neary, the United States Trustee for Region 6, sought for and obtained from the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, the approval of the appointment of Jeffrey Mims to serve as Chapter 11 Trustee. The Court found Mr. Mims to be qualified to serve as Chapter 11 Trustee in the bankruptcy case. Mr. Neary related that he selected Mr. Mims to serve as Chapter 11 Trustee after consulting with the appropriate parties-in-interest. Mr. Neary had previously filed a Motion asking the Court to direct the appointment of a Chapter 11 Trustee. The Official Unsecured Creditors' Committee of AIX Energy, Inc. joined Mr. Neary's Motion for the appointment of a Chapter 11 Trustee. The Official Unsecured Creditors' Committee of AIX Energy, Inc., is represented by: Michael S. Haynes, Esq. Matthew J. Pyeatt, Esq. GARDERE WYNNE SEWELL LLP 3000 Thanksgiving Tower 1601 Elm Street Dallas, TX 75201-4761 Telephone: (214)999-3000 Facsimile: (214)999-4667 E-mail: mhaynes@gardere.com mpyeatt@gardere.com William T. Neary, the United States Trustee for Region 6 is represented by: Meredyth A. Kippes, Esq. OFFICE OF THE UNITED STATES TRUSTEE 1100 Commerce Street, Room 976 Dallas, TX 75242 Telephone: (214)767-1079 About Antero Energy Partners Antero Energy Partners, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-30308) in Dallas on Jan. 25, 2016. Judge Stacey G. Jernigan is assigned to the case. The Debtor tapped Keith William Harvey, Esq., at The Harvey Law Firm, P.C., as counsel. The Debtor estimated $10 million to $50 million in assets and debt. ANTHONY LAWRENCE: Exclusive Plan Filing Period Extended to Nov. 14 ------------------------------------------------------------------ The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the Eastern District of New York has extended, at the behest of Anthony Lawrence of New York, Inc., the Debtor's exclusive period to file a plan through and including Nov. 14, 2016, and the Debtor's exclusive period to solicit acceptances of that plan through and including Jan. 14, 2017. Headquartered in Long Island City, New Yok, Anthony Lawrence of New York, Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 15-44702) on Oct. 15, 2015, estimating its assets at up to $50,000 and its liabilities at between $1 million and $10 million. The petition was signed by Joseph J. Calagna, president. Judge Elizabeth S. Stong presides over the case. James P Pagano, Esq., who has an office in New York, serves as the Debtor's bankruptcy counsel. AOG ENTERTAINMENT: Court Enforces Sec. 362 Protections ------------------------------------------------------ U.S. Bankruptcy Judge Stuart M. Bernstein has issued an order enforcing the protections of Sections 362, 365 and 525 of the Bankruptcy Code as to CORE Entertainment Inc. As a result, all persons are stayed, restrained, and enjoined from: a) Commencing or continuing any judicial, administrative, or other action or proceeding against the Debtors that could have been commenced before the Debtors' chapter 11 cases were commenced, or recovering a claim against the Debtors that arose before the commencement of the Debtors' chapter 11 cases; b) Enforcing a judgment obtained before the commencement of the Debtors' chapter 11 cases against any of the Debtors or against property of any of the Debtors' estates; c) Taking any action to obtain possession of property of the Debtors' estates or of property from the Debtors' estates; d) Taking any action to create, perfect, or enforce any liens against property of the Debtors' estates; e) Taking any action to create, perfect, or enforce any lien against property of the Debtors to the extent that such lien secures a claim that arose before the commencement of the Debtors' chapter 11 cases; f) Taking any act to collect, assess, or recover a claim against the Debtors that arose before the commencement of the Debtors' chapter 11 cases; g) Offsetting any debt owing to the Debtors that arose before the commencement of the Debtors' chapter 11 cases against any claim against the Debtors; and h) Commencing or continuing a proceeding before the United States Tax Court concerning the Debtors' tax liability. About AOG Entertainment CORE Entertainment Inc. and its subsidiaries own, produce, develop and commercially exploit entertainment content. The Company's portfolio of world-class brands and entertainment properties includes participation in the "IDOL"-branded shows, including American Idol, Deutschland sucht den Superstar, Nouvelle Star and more than fifty other franchises shown around the world, and the popular television series "So You Think You Can Dance". The Company conducts its primary business activities through its subsidiary groups, including 19 Entertainment. CORE Entertainment Inc. and 47 other affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-11087 to 16-11134, respectively) on April 28, 2016, two days prior to the expiration of their forbearance agreement with (a) certain lenders holding the requisite amount of loans under a first lien term loan facility; and (b) Crestview Media Investors, L.P., as lender under the first lien term loan facility and a second lien term loan facility. Pursuant to the Forbearance Agreements, the lenders agreed to forbear from exercising their remedies on account of any missed payments or certain alleged defaults under the Term Loan Agreements. The Debtors estimated assets and liabilities in the range of $100 million to $500 million. The Debtors have hired Willkie Farr & Gallagher LLP as counsel, Moelis & Company, LLC as financial advisor, PricewaterhouseCoopers LLP as auditors and tax consultants and Kurtzman Carson Consultants LLC as claims, noticing and administrative agent. The cases are pending joint administration under AOG Entertainment, Inc., Case No. 16-11090 before the Honorable Stuart M. Bernstein. Counsel to Ad Hoc Group of First Lien Lenders: Lee R. Bogdanoff, Esq. David A. Fidler, Esq. Whitman L. Holt, Esq. KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 Avenue of the Stars, 39th Floor Los Angeles, CA 90067 Telephone: (310) 407-4000 Facsimile: (310) 407-9090 E-mail: lbogdanoff@ktbslaw.com dfidler@ktbslaw.com wholt@ktbslaw.com Attorneys for U.S. Bank, NA, in its capacity as Administrative Agent Under First Lien Term Loan Agreement and Second Lien Term Loan Agreement: ALSTON & BIRD LLP John W. Weiss, Esq. 90 Park Avenue New York, NY 10016 Phone: (212) 210-9400 Fax: (212) 210-9444 E-mail: john.weiss@alston.com - and - David A. Wender, Esq. Jonathan Edwards, Esq. 1201 West Peachtree Street Atlanta, Georgia 30309 Phone: (404) 881-7000 Fax: (404) 881-7777 E-mail: David.Wender@alston.com Jonathan.edwards@alston.com AOG ENTERTAINMENT: Schedules Deadline Extended to June 13 --------------------------------------------------------- U.S. Bankruptcy Judge Stuart M. Bernstein has extended the time within which CORE Entertainment Inc. must file its schedules of assets and liabilities and statement of financial affairs by 30 days, through and including June 13, 2016. About AOG Entertainment CORE Entertainment Inc. and its subsidiaries own, produce, develop and commercially exploit entertainment content. The Company's portfolio of world-class brands and entertainment properties includes participation in the "IDOL"-branded shows, including American Idol, Deutschland sucht den Superstar, Nouvelle Star and more than fifty other franchises shown around the world, and the popular television series "So You Think You Can Dance". The Company conducts its primary business activities through its subsidiary groups, including 19 Entertainment. CORE Entertainment Inc. and 47 other affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-11087 to 16-11134, respectively) on April 28, 2016, two days prior to the expiration of their forbearance agreement with (a) certain lenders holding the requisite amount of loans under a first lien term loan facility; and (b) Crestview Media Investors, L.P., as lender under the first lien term loan facility and a second lien term loan facility. Pursuant to the Forbearance Agreements, the lenders agreed to forbear from exercising their remedies on account of any missed payments or certain alleged defaults under the Term Loan Agreements. The Debtors estimated assets and liabilities in the range of $100 million to $500 million. The Debtors have hired Willkie Farr & Gallagher LLP as counsel, Moelis & Company, LLC as financial advisor, PricewaterhouseCoopers LLP as auditors and tax consultants and Kurtzman Carson Consultants LLC as claims, noticing and administrative agent. The cases are pending joint administration under AOG Entertainment, Inc., Case No. 16-11090 before the Honorable Stuart M. Bernstein. ASPECT SOFTWARE: Court Approves Backstop Agreement -------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware authorized Aspect Software Parent, Inc., et al., to enter into a Backstop Agreement with the Backstop Parties and pay the Backstop Put Amount and Termination Payment. Pursuant to the Backstop Agreement, and subject to the Court's entry of an order confirming the Plan, Aspect Software, Inc. ("Parent") or a subsidiary of the Parent, will offer and sell the Holdco PIK Convertible Notes as part of a rights offering, whereby Rights Offering Participants ("Eligible Holders") will be offered a non-transferable right to purchase up to such Eligible Holder's pro-rata portion of the Holdco PIK Convertible Notes for the purchase price equal to 100% of the principal amount of such notes so acquired, which shall be issued on the effective date of the Plan. The Backstop Agreement contains, among others, these relevant terms: (1) The Rights Offering: (a) The Parent undertakes to offer, or cause the Holdco Issuer to offer, Rights Offering Notes for subscription by holders of Rights pursuant to the Plan. (b) In connection with the Plan, the Issuer shall issue Rights to purchase the Rights Offering Notes. Each Eligible Holder, as determined by the Parent, will receive a Right to purchase, at the Purchase Price, up to its pro rata share of the Rights Offering Notes. (c) The Issuer will issue the Rights Offering Notes to the Eligible Holders with respect to which Rights were validly exercised by such Eligible Holders upon the Plan Effective Date. (2) The Backstop Commitments: (a) The Issuer may put and issue to each Backstop Party, at the Purchase Price therefor, and each of the Backstop Parties, severally and not jointly, agrees to purchase, on the Plan Effective Date, its Backstop Percentage of the aggregate principal amount of all Unsubscribed Notes as of the Rights Expiration Time ("Backstop Commitments"). (b) To compensate the Backstop Parties for their agreement to purchase the Unsubscribed Notes from the Issuer, the Issuer will issue to the Backstop Parties, in the aggregate, on the Plan Effective Date, an amount equal to five percent of the aggregate number of shares of common stock of the Parent ("Common Stock") to be issued on the Plan Effective Date in accordance with the Plan Support Agreement ("Backstop Put Amount") free and clear of all withholding Taxes, Liens, pre-emptive rights, rights of first refusal, subscription and similar rights subject to dilution by the Management Incentive Plan. The Backstop Put Amount shall be payable solely in the form of Common Stock and solely upon the consummation of the Plan and shall be allocated among the Backstop Parties based on the Backstop Percentages of the Unsubscribed Notes that each Backstop Party has agreed to backstop. (c) In the event that any Backstop Party fails to comply with its obligations, all Rights Offering Notes not purchased by the Defaulting Backstop Parties shall be allocated among each of the Backstop Parties that is not a Defaulting Backstop Party. A full-text copy of the Order dated April 25, 2016, is available at https://is.gd/aRxNQw About Aspect Software Parent Headquartered in Phoenix, Arizona, with 38 offices located in 19 countries, Aspect Software serves as a global provider of software systems and equipment for contact centers that service the needs of customers across various industries. Aspect delivers solutions to more than 2,200 Contact Centers in more than 70 countries, and its products currently support approximately 1.5 million contact center agent seats, managing over 100 million enterprise customer interactions daily. Aspect Software Parent, Inc., Aspect Software, Inc., VoiceObjects Holdings Inc., Voxeo Plaza Ten, LLC and Davox International Holdings, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10597) on March 9, 2016. Robert Krakauer signed the petitions as executive vice president and chief financial officer. The Debtors are represented by Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg LLP, in Wilmington, Delaware; Morton Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, in Philadelphia, Pennsylvania; and Joshua A. Sussberg, P.C., Esq., and Aparna Yenamandra, Esq., at Kirkland & Ellis LLP, in New York; and James H.M. Sprayregen, P.C., Esq., and William A. Guerrieri, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois. The Debtors also tapped Alix Partners, LLP as financial advisor, Jefferies LLC as investment banker and Prime Clerk LLC as claims, notice, and balloting agent. 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 Aspect Software Parent, Inc. ATLAS DISPOSAL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Atlas Disposal Options Inc 311 East Blackwell St Dover, NJ 07801 Case No.: 16-19253 Chapter 11 Petition Date: May 12, 2016 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. Vincent F. Papalia Debtor's Counsel: Richard Fogel, Esq. Vernon Colonial Plaza PO Box 747, Rte 94 McAfee, NJ 07428 Tel: (973) 827-3933 Fax: (973) 827-7379 E-mail: rfogel@centurylink.net Total Assets: $347,640 Total Liabilities: $1.05 million The petition was signed by Paul Masser, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/njb16-19253.pdf AURORA DIAGNOSTICS: Holds Conference Call to Review Results ----------------------------------------------------------- Aurora Diagnostics Holdings, LLC held a conference call to review its results for the quarter ended March 31, 2016, on May 12, 2016. A telephonic replay of the conference call will be available through May 19, 2016, and can be accessed by dialing (855) 859-2056 (toll free) or (404) 537-3406. Please reference conference ID# 6396833. About Aurora Diagnostics Headquartered in Palm Beach Gardens, Florida, Aurora Diagnostics Holdings, LLC, through its subsidiaries, provides physician-based general anatomic and clinical pathology, dermatopathology, molecular diagnostic services and other esoteric testing services to physicians, hospitals, clinical laboratories and surgery centers. The company recognized approximately $260 million in revenue for the 12 months ended June 30, 2013. The company is majority owned by equity sponsors KRG Capital Partners and Summit Partners. Aurora Diagnostics reported a net loss of $83.4 million on $264 million of net revenue for the year ended Dec. 31, 2015, compared to a net loss of $55.5 million on $243 million of net revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Aurora Diagnostics had $263 million in total assets, $453 million in total liabilities and a $191 million total members' deficit. * * * As reported by the Troubled Company Reporter on April 14, 2016, Moody's Investors Service downgraded the Corporate Family Rating of Aurora Diagnostics Holdings, LLC to Caa3 from Caa2 and the Probability of Default Rating to Caa3-PD from Caa2-PD. The downgrade reflects Moody's heightened expectation that Aurora will pursue some transaction within the next 12 months which the rating agency would consider a default. This could include a transaction which Moody's considers a distressed debt exchange, or a bankruptcy filing. Aurora Diagnostic carries a 'CCC+' corporate credit rating from Standard & Poor's Ratings Services. AURORA DIAGNOSTICS: Incurs $7.59 Million Net Loss in First Quarter ------------------------------------------------------------------ Aurora Diagnostics Holdings, LLC, filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $7.59 million on $68.8 million of net revenue for the three months ended March 31, 2016, compared to a net loss of $9.37 million on $59.5 million of net revenue for the same period in 2015. As of March 31, 2016, Aurora Diagnostics had $258 million in total assets, $456 million in total liabilities and a member's deficit of $198 million. "Since inception, we have primarily financed operations through capital contributions from our equityholders, long-term debt financing and cash flow from operations. We require significant cash flow to service our debt obligations. Reductions in reimbursement from Medicare and other payors in recent years have had a significant negative impact on our cash flows. As of March 31, 2016, we had $30.0 million available under our revolving credit facility for general operations. Our management believes our $13.4 million of cash and cash equivalents, together with cash from operations and the amount available under our revolving credit facility, will be sufficient to fund our working capital requirements through March 31, 2017. In order to access the amounts available under our revolving credit facility, we must meet the financial tests and ratios contained in our senior secured credit facility. Our management currently expects to meet these financial tests and ratios at least through March 31, 2017. We may undertake acquisitions which our management believes would add to earnings and performance with respect to the credit facility covenants. Nonetheless, we may not achieve all of our business goals and objectives and events beyond our control could affect our ability to meet these financial tests and ratios and limit our ability to access the amounts otherwise available under our revolving credit facility." A full-text copy of the Form 10-Q is available for free at: https://is.gd/pUZDIc About Aurora Diagnostics Headquartered in Palm Beach Gardens, Florida, Aurora Diagnostics Holdings, LLC, through its subsidiaries, provides physician-based general anatomic and clinical pathology, dermatopathology, molecular diagnostic services and other esoteric testing services to physicians, hospitals, clinical laboratories and surgery centers. The company recognized approximately $260 million in revenue for the 12 months ended June 30, 2013. The company is majority owned by equity sponsors KRG Capital Partners and Summit Partners. Aurora Diagnostics reported a net loss of $83.4 million on $264 million of net revenue for the year ended Dec. 31, 2015, compared to a net loss of $55.5 million on $243 million of net revenue for the year ended Dec. 31, 2014. * * * As reported by the Troubled Company Reporter on April 14, 2016, Moody's Investors Service downgraded the Corporate Family Rating of Aurora Diagnostics Holdings, LLC to Caa3 from Caa2 and the Probability of Default Rating to Caa3-PD from Caa2-PD. The downgrade reflects Moody's heightened expectation that Aurora will pursue some transaction within the next 12 months which the rating agency would consider a default. This could include a transaction which Moody's considers a distressed debt exchange, or a bankruptcy filing. Aurora Diagnostic carries a 'CCC+' corporate credit rating from Standard & Poor's Ratings Services. BEEKMAN LIQUORS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Beekman Liquors, Inc. 500 Lexington Avenue New York, NY 10017 Case No.: 16-11370 Chapter 11 Petition Date: May 13, 2016 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Martin Glenn Debtor's Counsel: Bruce R. Alter, Esq. ALTER & BRESCIA, LLP 550 Mamaroneck Avenue Harrison, NY 10528 Tel: (914) 670-0030 Fax: (914) 670-0031 E-mail: altergold@aol.com info@altergoldlaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by David Frieser, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb16-11370.pdf BERRY PLASTICS: Posts $59 Million Net Income for April 2 Quarter ---------------------------------------------------------------- Berry Plastics Group, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing consolidated net income of $59 million on $1.61 billion of net sales for the quarterly period ended April 2, 2016, compared to consolidated net income of $38 million on $1.22 billion of net sales for the quarterly period ended March 28, 2015. For the two quarterly periods ended April 2, 2016, Berry Plastics reported consolidated net income of $63 million on $3.22 billion of net sales compared to consolidated net income of $51 million on $2.44 billion of net sales for the two quarterly periods ended March 28, 2015. As of April 2, 2016, Berry Plastics had $7.79 billion in total assets, $7.72 billion in total liabilities, $12 million in redeemable non-controlling interest and $66 million in total stockholders' equity. "During the quarter we achieved record net sales and operating EBITDA and continued our work integrating the Avintiv acquisition. This quarter marked one of the best we have ever had. Our results during the quarter were driven by improved volumes in many of our businesses, our initiatives to reduce material and overhead costs within operations, and a strong focus on execution of synergies. We continue to be very pleased with the Avintiv acquisition that has accelerated our growth while leading to new business opportunities with global consumer packaged goods companies," said Jon Rich, Chairman and CEO of Berry Plastics. "Given the strong start to our first half we are now increasing our operating EBITDA guidance for the 2016 fiscal year to $1,190 million. The benefits we anticipated from the Avintiv acquisition are on track and exceeding initial estimates allowing us to increase our synergy target to $80 million. Today, we are reaffirming our fiscal 2016 adjusted free cash flow guidance of $475 million. The estimate includes cash flow from operating activities of $817 million less $285 million of net additions to property, plant, and equipment and the $57 million tax receivable agreement payment made in October 2015." stated Rich. A full-text copy of the Form 10-Q is available for free at: https://is.gd/UtO1yr About Berry Plastics Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At Jan. 2, 2010, the Company had more than 80 production and manufacturing facilities, primarily located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. Berry Group is primarily owned by affiliates of Apollo Management, L.P., and Graham Partners. Berry, through its wholly owned subsidiaries operates five reporting segments: Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings and Specialty Films. The Company's customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of the capital stock of Pliant upon Pliant's emergence from reorganization pursuant to a proceeding under Chapter 11 for a purchase price of $602.7 million. Pliant is a manufacturer of films and flexible packaging for food, personal care, medical, agricultural and industrial applications. Berry Plastics reported net income attributable to the Company of $86 million on $4.88 billion of net sales for the year ended Sept. 26, 2015, compared to net income of $62 million on $4.95 billion of net sales for the year ended Sept. 27, 2014. As reported by the TCR on Jan. 30, 2015, Moody's Investors Service upgraded the corporate family rating of Berry Plastics to 'B1' from 'B2'. The upgrade of the corporate family rating reflects the pro-forma benefits from the recent restructuring and acquisitions. The TCR reported on Feb. 23, 2016, that Standard & Poor's Ratings Services raised its corporate credit rating on Berry Plastics Group Inc. to 'BB-' from 'B+' and the issue-level ratings on the company's first-lien term loan and second-lien secured notes to 'BB' and 'B+', from 'BB-' and 'B' respectively. The outlook is positive. * * * This concludes the Troubled Company Reporter's coverage of Berry Plastics Group, Inc. until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. BHAVDARSHAN INC: Taps David T. Cain as Bankruptcy Counsel --------------------------------------------------------- Bhavdarshan, Inc., asks the U.S. Bankruptcy Court for the Western District of Texas to employ David T. Cain, attorney at law, who has an office in San Antonio, Texas, as attorney for the Debtor-in-Possession in this Chapter 11 case. Mr. Cain will: a. advise the Applicant as to its rights, duties and powers as a debtor-in-possession; b. prepare and file any statements, schedules, plans and other documents or pleadings to be filed by the Debtor in this case; c. represent the Applicant at all hearings, meetings of creditors, conferences, trials, and other proceedings in this case; and d. perform such other legal services as may be necessary in connection with this case. The Debtor proposes to compensate Mr. Cain at the rate of $300 per hour subject to the approval of the Court after rendering of the services. The Debtor assures the Court that Mr. Cain has no connection with the Debtor, creditors, or any other party in interest, or their respective attorneys or accountants, except that Mr. Cain is acquainted with the Debtor's management, and is familiar with the Debtor's business operation and financial affairs, and that Mr. Cain does not hold or represent an interest adverse to the estate with respect to the matters on which the attorney is employed, and that the employment of the attorney is in the best interest of the estate. Headquartered in Pearsall, Texas, Bhavdarshan, Inc., d dba Outlaw Bar & Grill, filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 16-51026) on May 2, 2016, estimating its assets at up to $50,000 and liabilities at between $1 million and $10 million. The petition was signed by Hemant Patel, president. Judge Ronald B. King presides over the case. David T. Cain, Esq., at the Law Office of David T. Cain serves as the Debtor's bankruptcy counsel. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. BILL BARRETT: Wasatch Advisors Reports 2.98% Stake -------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission on May 10, 2016, Wasatch Advisors, Inc. disclosed that it beneficially owns 1,498,636 shares of common stock of Bill Barrett Corp. representing 2.98 percent of the shares outstanding. A copy of the regulatory filing is available for free at: https://is.gd/DnvsVX About Bill Barrett Bill Barrett Corporation is an independent energy company that develops, acquires and explores for oil and natural gas resources. All of the Company's assets and operations are located in the Rocky Mountain region of the United States. Bill Barrett reported a net loss of $488 million in 2015 following net income of $15.08 million in 2014. As of March 31, 2016, Bill Barrett had $1.44 billion in total assets, $938.23 million in total liabilities and $506 million in total stockholders' equity. BIND THERAPEUTICS: Hires Cowen as Investment Banker --------------------------------------------------- Bind Therapeutics, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Cowen and Company, LLC as investment banker to the Debtors, nunc pro tunc to May 1, 2016. BIND Therapeutics requires Cowen to: -- review and analyze the Company's operations, properties, financial condition and prospects; -- assist the Company in evaluating potential Transaction alternatives and strategies; -- assist the Company in preparing documentation within Cowen's area of expertise that is required in connection with a Transaction; -- assist the Company in identifying financial and/or strategic institutional investors or other investors ("Interested Parties") who may be interested in participating in a Transaction; -- on behalf of the Company, contact Interested Parties which Cowen, after consultation with the Company's management, believes meet certain industry, financial and strategic criteria and assist the Company in negotiating and structuring a Transaction; -- advise the Company as to potential mergers or acquisitions, and the sale or other disposition of any of the Company's businesses or assets; -- advise the Company on the timing, nature and terms of any new securities, other considerations or other inducements to be offered in connection with any Transaction; and -- participate in the Company's board of directors meetings as determined by the Company to be appropriate, and, upon request, provide periodic status reports and advice to the board with respect to matters falling within the scope of Cowen's retention. Cowen will be paid: (a) Monthly Advisory Fee: A fee of $60,000 (a "Monthly Fee") shall be payable upon execution of the Engagement Letter. The next Monthly Fee shall be payable on June 1, 2016 and Monthly Fees shall be payable thereafter on the first every month. In addition, Cowen has not yet been paid the Monthly Fee for May 2016. If the Monthly Fees paid are greater than $240,000 in the aggregate, then any amount paid over $240,000 shall be credited to the first Restructuring Fee or Sale Fee payable. (b) Financing Transaction Fee: A fee (a "Financing Fee") payable at each closing of a Financing equal to the applicable percentage set forth below of the gross proceeds received by the Company and/or aggregate principal amount (as applicable) of any Financing actually funded to the Company (which, for the avoidance of doubt, shall not include any original issue discount) in connection with such Financing: 6.0% for equity or equity-linked securities, provided, however, that Cowen agrees that the Company may engage additional investment banks to assist with an equity or equity-linked Financing, and in such a case the total Financing Fee payable to all investment banks shall be 6.0% of gross proceeds and Cowen's portion of such fee shall be no less than 70%; 4.0% for debt with proceeds to the Company, reduced to 2.0% to the extent the debt is raised from an existing lender. In the event of a Financing that occurs during the Company's Chapter 11 process, including a DIP Financing, the Financing Fee for such Financing shall be credited to the Restructuring Fee. (c) Restructuring Fee: A fee equal to U.S. $1,500,000, less any amounts creditable against such fee in accordance with the Engagement Letter (a "Restructuring Fee"), payable upon the consummation of a Restructuring. (d) Fairness Opinion Fee: A fee of U.S. $500,000 due and payable when Cowen informs the Company's Board of Directors that it is prepared to render the first requested Opinion, and which fee will be due to Cowen without regard to whether the proposed Sale is ultimately consummated. The first Fairness Opinion Fee shall be credited against the Sale Fee payable as described below or a Restructuring Fee. The Company agrees to pay Cowen a fee to be mutually agreed upon for any subsequent Opinion requested by the Company's Board of Directors. Any Fairness Opinion Fee(s) payable for any subsequent Opinion(s) shall not be credited against any fees due and payable under the Engagement Letter. (e) Sale Fee: A fee (a "Sale Fee") payable upon consummation of any Sale, equal to the greater of (i) $1,000,000 if the Sale occurs outside of a Chapter 11 process, or $1,500,000 if the Sale occurs pursuant to a Chapter 11 process, and (ii) 2.5% of the Aggregate Consideration (as defined below) of such Sale. The Sale Fee shall be credited to the Restructuring Fee. As used in the Engagement Letter, "Aggregate Consideration" shall mean the total fair market value (determined at the closing of the Sale) of all consideration paid or payable, or otherwise to be distributed to, or received by, directly or indirectly, the Company, its bankruptcy estate, its creditors and/or its securityholders in connection with a Sale, including all (i) cash, securities and other property and (ii) debt assumed, satisfied or paid by a purchaser or which remains outstanding at the closing of a Sale (including, without limitation, the amount of any indebtedness "credit bid" in any Sale) and any other indebtedness and obligations, including tax claims, that will actually be paid, satisfied or assumed by a purchaser from the Company or the securityholders of the Company, provided that Aggregate Consideration shall include any amounts placed in escrow or deferred contingent or installment payments but the Sale Fee shall be payable by the Company only upon the release and payment of such amounts to the Company or its creditors or securityholders. (f) The Company and Cowen acknowledge and agree that more than one fee may be payable to Cowen under paragraphs (b), (c) and (d) above, in connection with any single transaction or series of transactions, it being understood and agreed that if more than one fee becomes so payable to Cowen, each such fee shall be paid to Cowen, subject to the application of all amounts creditable to the fees payable under the terms of the Engagement Letter. Notwithstanding the foregoing, in no event will the Company or any successor to the Company (including after a Restructuring or a Sale) owe any fees to Cowen for any transaction after such Restructuring or Sale. Cowen will also be reimbursed for up to $50,000 of documented reasonable out-of-pocket expenses incurred. Lorie R. Beers, Managing Directors of Cowen and Company, 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. Cowen can be reached at: Lorie R. Beers COWEN AND COMPANY, LLC 599 Lexington Avenue, New York, NY 10022 Tel: (646) 562-1000 About BIND Therapeutics BIND Therapeutics is a biotechnology company developing novel targeted therapeutics, primarily for the treatment of cancer. BIND Therapeutics, Inc., aka BIND Biosciences, Inc., and BIND Biosciences Security Corporation filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-11084 and 16-11085) on May 1, 2016. Peter M. Gilhuly, Esq., Kimberly A. Posin, Esq., and Adam E. Malatesta, Esq., at Latham & Watkins LLP, and John Henry Knight, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., serve as Chapter 11 counsel. The Debtors' financial advisor is Cowen and Company, LLC. Prime Clerk LLC serves as claims and noticing agent. In its petition, the Debtors estimated $10 million to $50 million in both assets and liabilities. The petitions were signed by Andrew Hircsh, president and chief executive officer. BIND THERAPEUTICS: Hires Latham & Watkins as Bankr. Co-Counsel -------------------------------------------------------------- Bind Therapeutics, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Latham & Watkins LLP as bankruptcy co-counsel to the Debtors, nunc pro tunc to May 1, 2016. BIND Therapeutics requires L&W to: a. advise the Debtors with respect to their powers and duties as debtors-in- possession in the continued management and operation of their businesses and properties; b. attend meetings and negotiate with representatives of creditors, interest holders, and other parties in interest; c. analyze proofs of claim filed against the Debtors and potential objections to such claims; d. analyze executory contracts and unexpired leases and potential assumptions, assignments, or rejections of such contracts and leases; e. take all necessary action to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors' interests in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the estates; f. prepare motions, applications, answers, orders, reports, and papers necessary to the administration of the Debtors' estates; g. take necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a plan of reorganization; h. advise the Debtors in connection with any potential sale of assets or stock and taking necessary action to guide the Debtors through such potential sale; i. appear before the Bankruptcy Court or any Appellate Courts and protecting the interests of the Debtors' estates before those Courts and the United States Trustee (the "U.S. Trustee"); j. advise on corporate, litigation, environmental, finance, tax, employee benefits, and other legal matters; and k. perform all other necessary legal services for the Debtors in connection with the Chapter 11 Cases. L&W will be paid at these hourly rates: Partners $925 - $1,595 Counsel $915 - $1,575 Associates $395 - $1,205 Paraprofessionals $200 - $630 The Debtors paid L&W a total of approximately $1,621,692.42 4 during the 90-day period prior to the Debtors' bankruptcy filing. A summary of those prepetition payments made by the Debtors to L&W is below: -- on December 31, 2015, L&W provided the Debtors with an invoice for services performed and expenses incurred in the aggregate amount of $53,938.00, which the Debtors paid in full on February 1, 2016. -- on January 31, 2016, L&W provided the Debtors with an invoice for services performed and expenses incurred in the aggregate amount of $39,986.76, which the Debtors paid in full on March 14, 2016. -- on March 11, 2016, the Debtors provided L&W with a retainer for the advance payment of subsequent invoices (the "Retainer") in the amount of $500,000.00. -- on February 28, 2016, L&W provided the Debtors with an invoice for services performed and expenses incurred in the aggregate amount of $149,286.00. On March 31, 2016, L&W drew $149,286.00 from the Retainer as payment in full. -- on March 31, 2016, L&W provided the Debtors with an invoice for services performed and expenses incurred in the aggregate amount of $414,204.00. On March 31, 2016, L&W drew $350,714.50 from the Retainer and on April 20, 2016 L&W drew $63,489.11 as payment in full. -- on April 20, 2016, the Debtors replenished the Retainer with an additional $563,489.11. -- on April 29, 2016, the Debtors replenished the Retainer with an additional $464,278.55. -- on or about April 30, 2016, L&W provided the Debtors with invoices for services performed or to be performed and expenses incurred in the aggregate amount of $441,507.00, which was drawn from the Retainer. The amount of the Retainer that remained as of the Petition Date was approximately $500,000.00. As of the Petition Date, the Debtors did not owe L&W any amounts for legal services rendered before the Petition Date. During the one year prior to the Petition Date, L&W received approximately $2,173,307.23 5 in total compensation from the Debtors for fees and expenses. In addition, as provided above, in the 90 days prior to the Petition Date, L&W received approximately $1,621,692.42 in total compensation from the Debtors for fees and expenses. L&W will also be reimbursed for reasonable out-of-pocket expenses incurred. Peter M. Gilhuly, partner in the firm of Latham & Watkins 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. L&W can be reached at: Peter M. Gilhuly, Esq. LATHAM & WATKINS LLP 355 South Grand Avenue Los Angeles, CA 90071-1560 Tel: (213) 485-1234 Fax: (213) 891-8763 Email: peter.gilhuly@lw.com About BIND Therapeutics BIND Therapeutics is a biotechnology company developing novel targeted therapeutics, primarily for the treatment of cancer. BIND Therapeutics, Inc., aka BIND Biosciences, Inc., and BIND Biosciences Security Corporation filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-11084 and 16-11085) on May 1, 2016. Peter M. Gilhuly, Esq., Kimberly A. Posin, Esq., and Adam E. Malatesta, Esq., at Latham & Watkins LLP, and John Henry Knight, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., serve as Chapter 11 counsel. The Debtors' financial advisor is Cowen and Company, LLC. Prime Clerk LLC serves as claims and noticing agent. In its petition, the Debtors estimated $10 million to $50 million in both assets and liabilities. The petitions were signed by Andrew Hircsh, president and chief executive officer. BIND THERAPEUTICS: Hires Prime Clerk as Administrative Advisor -------------------------------------------------------------- Bind Therapeutics, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Prime Clerk LLC as administrative advisor to the Debtors, nunc pro tunc to May 1, 2016. BIND Therapeutics requires Prime Clerk to: (a) assist with, among other things, solicitation, balloting and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back- offices and institutional holders; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (d) provide a confidential data room, if requested; (e) manage and coordinate any distributions pursuant to a chapter 11 plan; and (f) provide other processing, solicitation, balloting and other administrative services described in the Engagement Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Court or the Office of the Clerk of the Bankruptcy Court. Prime Clerk will be paid at these hourly rates: Claim and Noticing Rates Analyst $30-$45 Technology Consultant $65-$95 Consultant/Senior Consultant $70-$165 Director $170-$190 Michael J. Frishberg No charge Solicitation, Balloting and Tabulation Rates Solicitation Consultant $185 Director of Solicitation $210 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 can be reached at: Michael J. Frishberg PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Tel: (212) 257-5450 Fax: (212) 257-5452 About BIND Therapeutics BIND Therapeutics is a biotechnology company developing novel targeted therapeutics, primarily for the treatment of cancer. BIND Therapeutics, Inc., aka BIND Biosciences, Inc., and BIND Biosciences Security Corporation filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-11084 and 16-11085) on May 1, 2016. Peter M. Gilhuly, Esq., Kimberly A. Posin, Esq., and Adam E. Malatesta, Esq., at Latham & Watkins LLP, and John Henry Knight, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., serve as Chapter 11 counsel. The Debtors' financial advisor is Cowen and Company, LLC. Prime Clerk LLC serves as claims and noticing agent. In its petition, the Debtors estimated $10 million to $50 million in both assets and liabilities. The petitions were signed by Andrew Hircsh, president and chief executive officer. BIND THERAPEUTICS: Hires Richards Layton as Co-Counsel ------------------------------------------------------ Bind Therapeutics, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Richards Layton & Finger, P.A. as co-counsel to the Debtors, nunc pro tunc to May 1, 2016. BIND Therapeutics requires Richards Layton to: a) take all necessary actions to protect and preserve the estates of the Debtors, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; b) advise the Debtors of their rights, powers, and duties as debtors and debtors in possession under Chapter 11 of the Bankruptcy Code; c) prepare on behalf of the Debtors, as debtors in possession, all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtors' estates and serve such papers on creditors; d) take all necessary or appropriate actions in connection with a plan or plans of reorganization and related disclosure statement(s) and all related documents, and such further actions as may be required in connection with the administration of the Debtors' estates; and e) perform all other necessary legal services in connection with the prosecution of the Chapter 11 Cases. Richards Layton will be paid at these hourly rates: John H. Knight $750 Amanda R. Steele $465 Brett M. Haywood $295 Caroline Dougherty $240 Cynthia McMenamin $240 Partners $610-$850 Counsel $535-$550 Associates $296-$510 Paraprofessionals $240 Prior to the Petition Date, Richards Layton rendered legal services to the Debtors in connection with the Debtors' Chapter 11 filing. Since March 15, 2016, Richards Layton has received a total of $108,000 in retainer monies to cover fees and expenses actually incurred, as well as anticipated to occur, prior to the commencement of these bankruptcy cases. Throughout Richards Layton's representation of the Debtors prior to the Petition Date, Richards Layton applied such amounts to its invoices for work performed and expenses incurred in connection with Richards Layton's representation of the Debtors. Prior to the Petition Date, Richards Layton drew down the entire amount of the Retainer on account of services performed and in anticipation of services to be performed. After the Petition Date (i.e., on May 5, 2016), Richards Layton performed a final reconciliation of the fees and expenses actually incurred and found that such amount totaled $40,130.06. Thereafter, the difference between the Retainer amount drawn down by Richards Layton prior to the Petition Date and the Prepetition Fees and Expenses (i.e., $67,869.94) was returned to the Debtors' retainer account. The Debtors request -- and Richards Layton's engagement letter with the Debtors requires -- that the retainer monies paid to Richards Layton and not expended for prepetition services and disbursements be treated as an evergreen retainer to be held by Richards Layton as security throughout the Chapter 11 Cases until Richards Layton's fees and expenses are awarded by final order and payable to Richards Layton. Richards Layton will also be reimbursed for reasonable out-of-pocket expenses incurred. John H. Knight, attorney and director of the firm of Richards Layton & Finger, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Richards Layton can be reached at: John H. Knight, Esq. RICHARDS LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 Email: knight@rlf.com About BIND Therapeutics BIND Therapeutics is a biotechnology company developing novel targeted therapeutics, primarily for the treatment of cancer. BIND Therapeutics, Inc., aka BIND Biosciences, Inc., and BIND Biosciences Security Corporation filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-11084 and 16-11085) on May 1, 2016. Peter M. Gilhuly, Esq., Kimberly A. Posin, Esq., and Adam E. Malatesta, Esq., at Latham & Watkins LLP, and John Henry Knight, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., serve as Chapter 11 counsel. The Debtors' financial advisor is Cowen and Company, LLC. Prime Clerk LLC serves as claims and noticing agent. In its petition, the Debtors estimated $10 million to $50 million in both assets and liabilities. The petitions were signed by Andrew Hircsh, president and chief executive officer. BREITBURN ENERGY: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Breitburn Energy Partners, LP 16-11390 fka BreitBurn Energy Partners L.P. 707 Wilshire Boulevard Suite 4600, CA 90017 Breitburn Operating, LP 16-11385 Breitburn Operating GP LLC 16-11389 Breitburn Management Company LLC 16-11391 Breitburn Finance Corporation 16-11393 Breitburn GP LLC 16-11394 Breitburn Sawtelle LLC 16-11395 Breitburn Oklahoma LLC 16-11396 Phoenix Production Company 16-11397 QR Energy, LP 16-11398 QRE GP, LLC 16-11399 QRE Operating, LLC 16-11400 Breitburn Transpetco LP LLC 16-11401 Breitburn Transpetco GP LLC 16-11402 Transpetco Pipeline Company, L.P. 16-11403 Terra Energy Company LLC 16-11404 Terra Pipeline Company LLC 16-11405 Breitburn Florida LLC 16-11406 Mercury Michigan Company, LLC 16-11407 Beaver Creek Pipeline, L.L.C. 16-11408 GTG Pipeline LLC 16-11409 Alamitos Company 16-11410 Type of Business: Breitburn Energy Partners LP and its wholly- owned direct and indirect subsidiaries are an independent oil and gas partnership engaged in the acquisition, exploitation and development of properties in the United States that bear oil, natural gas, and "NGL," a combination of ethane, propane, butane and natural gasolines that when removed from natural gas become liquid under various levels of higher pressure and lower temperature. Chapter 11 Petition Date: May 15, 2016 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Stuart M. Bernstein Debtors' Counsel: Ray C Schrock, Esq. Stephen Karotkin, Esq. WEIL GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Tel: 212-310-8000 Fax: 212-310-8000 Email: ray.schrock@weil.com stephen.karotkin@weil.com Debtors' ALVAREZ & MARSAL NORTH AMERICA, LLC Financial Advisor: Debtors' LAZARD FRERES & CO. LLC Investment Banker: Debtors' PRIME CLERK LLC Claims and Noticing Agent: Total Assets: $4.7 billion as of March 31, 2016 Total Debts: $3.4 billion as of March 31, 2016 The petition was signed by James G. Jackson, executive vice president and chief financial officer. Consolidated List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wilmington Trust Company 7.875% Senior $889,057,111 Rodney Square North Notes Due 2020 1100 North Market Street Wilmington, DE 19890-1600 Steven M. Cimalore Fax: (302) 651-14149 Wilmington Trust Company 8.625% Senior $320,349,335 Rodney Square North Notes Due 2020 1100 North Market Street Wilmington, DE 19890-1600 Steven M. Cimalore Fax: (302) 651-4149 Oxy USA Inc. Trade Debt $1,355,260 5 Greenway Plaza, Suite 110 Houston, TX 77046 William E. Albrecht Tel: 713-215-7000 Fax: 713-215-7524 Wadeco Specialties Trade Debt $1,066,744 8115 W Industrial Ave. Odessa, TX 79765 Wade Havens Email: info@wadecospecialties.com Tel: 432-563-4340 Baker Hughes Business Support Trade Debt $733,396 Services 2929 Allen Parkway Suite 2100 Houston, TX 77019-2118 Martin Craighead Email: martin.craighead@bakerhughes.com Tel: 713-439-8600 Fax: 713-439-8699 Schlumberger Technology Corporation Trade Debt $411,870 2340 I-35 W Denton, TX 76207 Paal Kibsgaard Email: pkibsgaard@slb.com Tel: 940-783-4600 Fax: 940-783-4630 Pipeco Services LP dba Pipeco Services Trade Debt $336,952 20465 State Hwy 249, Suite 200 Houston, TX 77070 Steve Tait Email: stait@pipeco.com Tel: 281-955-3500 Fax: 281-955-3525 McVay Drilling Company Trade Debt $330,268 401 Eat Bender PO Box 2450 Hobbsm NM 88241 Tel: 575-397-3311 Fax: 575-393-7455 Archrock Partners Trade Debt $197,105 Compressco Partners L.P. Trade Debt $148,750 XTO Energy Inc. Trade Debt $148,689 Oil Well Service Company Trade Debt $136,355 Cudd Pressure Control Inc Trade Debt $126,100 Basic Energy Services LP Trade Debt $125,375 Email: info@basicenergyservices.com C & J Spec Rent Services Inc. Trade Debt $122,621 Transmontaigne Partners LP Trade Debt $109,500 Email: fboutin@transmontaigne.com Badger Fishing and Rental LLC Trade Debt $105,818 Total Energy Services Trade Debt $105,611 Email: simon@totalenergyservices.us Freda's Trucking Services, LLC Trade Debt $103,965 Email: fredastruckingservice@yahoo.com Gesch Contracting Inc. Trade Debt $100,709 BREITBURN ENERGY: Court Orders Joint Administration of Cases ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York has entered an order consolidating for procedural purposes only and jointly administering the Chapter 11 cases of Breitburn Energy Partners LP under Case No. 16-11390 (SMB). In a motion filed with the Court, the Debtors requested joint administration of their cases to avoid the need to prepare, replicate, file, and serve duplicative notices, applications, and orders in each of the 22 Debtor cases. The Debtors said joint administration will save them and their estates substantial time and expense and relieve the Court of entering duplicative orders and maintaining duplicative files and dockets. About Breitburn Energy Breitburn Energy Partners, LP, et al., are an independent oil and gas partnership engaged in the acquisition, exploitation and development of oil and natural gas properties, Midstream Assets, and a combination of ethane, propane, butane and natural gasolines that when removed from natural gas become liquid under various levels of higher pressure and lower temperature, in the United States. The Debtors conduct their operations through Breitburn Parent's wholly-owned subsidiary, Breitburn Operating LP, and BOLP's general partner, Breitburn Operating GP LLC. As of the Petition Date, the Debtors operate, or have working interests in approximately 11,900 gross operating oil and gas wells, and 7,921 net oil and gas wells. The Debtors own interests in approximately 705,597 net acres and had estimated proved reserves, as of Dec. 31, 2015, of 239.3 million barrels of oil equivalent of which approximately 54% was oil, 8% was NGLs, and 38% was natural gas. The Debtors maintain operational control over approximately 91% of their proved reserves. The Debtors' production in 2015 was 20.8 million barrels of oil equivalent, of which approximately 56% was oil, 9% was NGLs and 35% was natural gas. Breitburn Energy Partners LP 21 of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York on May 15, 2016, listing assets of $4.71 billion and liabilities of $3.41 billion. The Debtors have engaged Weil Gotshal & Manges LLP as counsel, Alvarez & Marsal North America, LLC as financial advisor, Lazard Freres & Co. LLC as investment banker, and Prime Clerk LLC as claims and noticing agent. The cases are pending before the Honorable Stuart M. Bernstein and are jointly administered under Case No. 16-11390. BREITBURN ENERGY: Files for Ch. 11 to Facilitate Restructuring -------------------------------------------------------------- Breitburn Energy Partners LP 21 of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York, citing the persistent and severely distressed market conditions in the oil and gas industry. Hal Washburn, chief executive officer, said in a press release, "The prolonged decline in commodity prices that began in 2014 has placed significant financial stress on today's oil and gas industry. Our long-lived, low-decline portfolio of diverse assets continues performing in line with our expectations, but the current outlook for commodity prices makes our existing debt burden unsustainable. Taking this action now gives us flexibility in maximizing the value of the ongoing business." Despite efforts to initiate a series of financial and operational actions, the Debtors said their revenue and cash flow generating capacity is not sufficient to service their outstanding debt on a long-term basis and to maintain the liquidity necessary to operate their business and preserve their long-term viability and enterprise value. "The Debtors believe that the chapter 11 process will not only assure the Debtors' continued access to sufficient liquidity necessary to maximize enterprise value but also will provide a forum to continue the restructuring negotiations in an atmosphere most conducive to achieving a successful result," said James G. Jackson, chief financial officer and executive vice president of Breitburn GP LLC, in a declaration filed with the Court. For the fiscal year ended Dec. 31, 2015, the Debtors' total operating revenues were approximately $1.1 billion, representing a 22% decrease in operating revenues year over year. As of March 31, 2016, the Debtors reported assets of $4.71 billion and liabilities of $3.41 billion. The Debtors recorded a consolidated net loss after taxes of $2.6 billion for fiscal 2015 and a consolidated net loss of $115 million in the first quarter of 2016. As of the Petition Date, the Debtors have approximately $3 billion in total funded debt outstanding. The Debtors estimate that, as of the Petition Date, their outstanding trade payables are approximately $50 million. Last month, the Debtors missed a $46.7 million in interest payments due to be paid under the two series of Unsecured Notes. The 30-day grace period for the payment of interest expired May 16, 2016. "As evidenced by the virtually weekly chapter 11 filings or other announcements of debt restructurings in the industry, the impact of the volatility of the commodity markets on the Debtors' business is clear," Mr. Jackson said. Breitburn expects to continue its operations without interruption and cash from its operations, cash on hand, and a $75 million debtor-in-possession financing facility will provide it with more than adequate liquidity to fund its operations during the restructuring process. Breitburn's DIP Financing Facility lenders have offered to arrange an additional $75 million of DIP financing at Breitburn's request. During the last 30 days, Breitburn has been engaged in constructive discussions with its second lien noteholders and the advisors to its unsecured noteholders regarding the need for, sponsorship of, and terms of a balance sheet restructuring. Simultaneously, Breitburn has been engaged in constructive discussions with its revolving lenders regarding their support for emergence financing, as well as the treatment of Breitburn's valuable hedging assets in conjunction with its emergence from the Chapter 11 cases. Breitburn plans to utilize the Chapter 11 cases to continue and complete these discussions with key stakeholders and evaluate other value-maximizing opportunities to facilitate an expedited balance sheet restructuring that will leave Breitburn as a stronger, deleveraged, and recapitalized enterprise. "By continuing the proactive approach we started 15 months ago and restructuring our balance sheet now, we expect to create a stronger and more financially sound company for the benefit of all our stakeholders" Mr. Washburn added. "During the restructuring process, we will continue managing our business and operating our assets as we do today." First Day Motions Breitburn has filed a variety of "first-day" motions with the court seeking, among other things, authority to maintain its existing cash management system, approval of the DIP Financing Facility, authority to make payments to royalty interest holders and with respect to its lease operating expenses, drilling and production costs, and other related operating costs, and other customary relief. A full-text copy of the declaration in support of the First Day Motions is available for free at: http://bankrupt.com/misc/13_BREITBURN_Declaration.pdf About Breitburn Energy Breitburn Energy Partners, LP, et al., are an independent oil and gas partnership engaged in the acquisition, exploitation and development of oil and natural gas properties, Midstream Assets, and a combination of ethane, propane, butane and natural gasolines that when removed from natural gas become liquid under various levels of higher pressure and lower temperature, in the United States. The Debtors conduct their operations through Breitburn Parent's wholly-owned subsidiary, Breitburn Operating LP, and BOLP's general partner, Breitburn Operating GP LLC. As of the Petition Date, the Debtors operate, or have working interests in approximately 11,900 gross operating oil and gas wells, and 7,921 net oil and gas wells. The Debtors own interests in approximately 705,597 net acres and had estimated proved reserves, as of Dec. 31, 2015, of 239.3 million barrels of oil equivalent of which approximately 54% was oil, 8% was NGLs, and 38% was natural gas. The Debtors maintain operational control over approximately 91% of their proved reserves. The Debtors' production in 2015 was 20.8 million barrels of oil equivalent, of which approximately 56% was oil, 9% was NGLs and 35% was natural gas. The Debtors have engaged Weil Gotshal & Manges LLP as counsel, Alvarez & Marsal North America, LLC as financial advisor, Lazard Freres & Co. LLC as investment banker, and Prime Clerk LLC as claims and noticing agent. The cases are pending before the Honorable Stuart M. Bernstein and are jointly administered under Case No. 16-11390. BREITBURN ENERGY: Files Voluntary Chapter 11 Bankruptcy Petition ---------------------------------------------------------------- Breitburn Energy Partners LP (Breitburn) on May 16 disclosed that it and certain of its affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (Chapter 11 Cases). Breitburn expects to continue its operations without interruption, and cash from its operations, cash on hand, anda $75 million debtor-in-possession financing facility (DIP Financing Facility)will provideBreitburn with more than adequate liquidity to fund its operations during the restructuring process. Breitburn's DIP Financing Facility lenders have offered to arrange an additional $75 million of DIP financing at Breitburn's request. The Chapter 11 Cases will facilitate the restructuring of Breitburn's balance sheet. During the last 30 days, Breitburn has been engaged in constructive discussions with its second lien noteholders and the advisors to its unsecured noteholders regarding the need for, sponsorship of, and terms of a balance sheet restructuring. Simultaneously, Breitburn has been engaged in constructive discussions with its revolving lenders regarding their support for emergence financing, as well as the treatment of Breitburn's valuable hedging assets in conjunction with its emergence from the Chapter 11 Cases. Breitburn plans to utilize the Chapter 11 Cases to continue and complete these discussions with key stakeholders and evaluate other value-maximizing opportunities to facilitate an expedited balance sheet restructuring that will leave Breitburn as a stronger, deleveraged, and recapitalized enterprise. Hal Washburn, Chief Executive Officer, said, "Theprolongeddecline in commodity prices that began in 2014 has placed significant financial stress on today's oil and gas industry. Our long-lived, low-decline portfolio of diverse assets continues performing in line with our expectations, but the current outlook for commodity prices makes our existing debt burden unsustainable. Taking this action now gives us flexibility in maximizing the value of the ongoing business. By continuing the proactive approach we started 15 months ago and restructuring our balance sheet now, we expect to create a stronger and more financially sound company for the benefit of all our stakeholders. During the restructuring process, we will continue managing our business and operating our assets as we do today. Cash from our operations, cash on hand and cash available under the DIP Financing Facility will provide us with more than sufficient funds to operate our business during the restructuring process. We look forward to working with our service providers, suppliers, customers, vendors, and partners to ensure that Breitburn emerges from the restructuring process a stronger company." Breitburn has filed a variety of "first-day" motions with the court seeking, among other things, authority to maintain its existing cash management system, approval of the DIP Financing Facility, authority to make payments to royalty interest holders and with respect to its lease operating expenses, drilling and production costs, and other related operating costs, and other customary relief. When granted, such motions will assure Breitburn's ability to maintain business-as-usual operations throughout the restructuring process. Weil, Gotshal & Manges LLP is serving as Breitburn's legal advisor, Lazard Frères & Co. LLC is serving as investment banker, and Alvarez and Marsal North America, LLC is serving as financial advisor. About Breitburn Energy Partners LP Breitburn Energy Partners LP -- http://www.breitburn.com-- is a publicly traded, independent oil and gas master limited partnership focused on the acquisition, development, and production of oil and gas properties throughout the United States. Breitburn's producing and non-producing crude oil and natural gas reserves are located in the following seven producing areas: the Midwest, Ark-La-Tex, the Permian Basin, the Mid-Continent, the Rockies, the Southeast, and California. * * * As reported by the Troubled Company Reporter on April 13, 2016,Egan-Jones Ratings Company lowered the senior unsecured rating on debt issued by Breitburn Energy Partners LP to CCC+ from B- on March 18, 2016. EJR also cut the rating on commercial paper issued by the Company to C from B. BROADVIEW NETWORKS: Incurs $160,000 Net Loss in First Quarter ------------------------------------------------------------- Broadview Networks Holdings, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $160,000 on $71.9 million of revenues for the three months ended March 31, 2016, compared to a net loss of $3.75 million on $72.9 million of revenues for the same period in 2015. As of March 31, 2016, Broadview had $204 million in total assets, $215 million in total liabilities and a total stockholders' deficiency of $10.96 million. "Our principal sources of liquidity are cash from operations, cash and cash equivalents on hand and a revolving credit facility. Our revolving credit facility has a current maximum availability of $25.0 million and is due in May 2017. Any outstanding amounts under the Revolving Credit Facility are subject to a borrowing base limitation based on an advance rate of 85% of the amount of eligible receivables, as defined. Our borrowing base has limited our availability to $17.0 million, of which $11.5 million was outstanding as of March 31, 2016. In addition to our normal operating requirements, our short-term liquidity needs consist of interest on the Notes, which are due in November 2017, capital expenditures and working capital. As of March 31, 2016, our $18.6 million of cash and cash equivalents was being held in several large financial institutions, although most of our balances exceed the Federal Deposit Insurance Corporation insurance limits. We anticipate that our current cash and cash equivalents balances, along with cash generated from operations, will be sufficient to meet working capital requirements for at least the next twelve months." "As of March 31, 2016, we will require approximately $31.5 million in cash to service the interest due on the Notes throughout the remaining life of the Notes. For the three months ended March 31, 2016, the Company incurred capital expenditures of $5.4 million. Fixed and success-based capital expenditures will continue to be a significant use of liquidity and capital resources. A majority of our planned capital expenditures are "success-based" expenditures, meaning that they are directly linked to new revenue." A full-text copy of the Form 10-Q is available for free at: https://is.gd/JRRlue About Broadview Networks Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a communications and IT solutions provider to small and medium sized business ("SMB") and large business, or enterprise, customers nationwide, with a historical focus on markets across 10 states throughout the Northeast and Mid-Atlantic United States, including the major metropolitan markets of New York, Boston, Philadelphia, Baltimore and Washington, D.C. Broadview Networks incurred a net loss of $9.79 million in 2015 following a net loss of $9.22 million in 2014. * * * In the July 23, 2012, edition of the Troubled Company Reporter, Moody's Investors Service downgraded Broadview Networks Holdings, Inc. Corporate Family Rating (CFR) to Caa3 from Caa2 and the Probability of Default Rating (PDR) to Ca from Caa3 in response to the company's announcement that it has entered into a restructuring support agreement with holders of roughly 70% of its preferred stock and roughly 66-2/3% of its Senior Secured Notes. The company is expected to file a pre-packaged Chapter 11 Plan of Reorganization or complete an out of court exchange offer. As reported by the TCR on July 25, 2012, Standard & Poor's Ratings Services lowered its corporate credit rating on Broadview to 'D' from 'CC'. "This action follows the company's announced extension on its revolving credit facility. We expect to lower the issue- level rating on the notes to 'D' once the company files for bankruptcy, or if it misses the Sept. 1, 2012 maturity payment on the notes," S&P said. CANCER GENETICS: Incurs $5.25 Million Net Loss in First Quarter --------------------------------------------------------------- Cancer Genetics, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $5.25 million on $6.06 million of revenue for the three months ended March 31, 2016, compared to a net loss of $4.27 million on $4.37 million of revenue for the same period in 2015. As of March 31, 2016, Cancer Genetics had $43.96 million in total assets, $15.7 million in total liabilities and $28.3 million in total stockholders' equity. "Our company has focused aggressively on two critical items, 1) the final phase of integration of Response Genetics, and 2) on developing new business contracts - both clinical and biopharma - with partners that will be essential to helping both long-term growth and margin expansion," said Panna Sharma, CEO & president of Cancer Genetics, Inc. "Our company's solid growth, coupled with our industry leading capabilities in providing both genomic and immune marker data positions CGI in a central position to the be partner of choice in delivering precision medicine for oncology." "The future of precision medicine in oncology will increasingly need the integration of leading edge knowledge from multiple disciplines such as genomics, immunology and transcriptomics to build a more comprehensive profile of patients, populations and disease progression. CGI is very unique in our ability to provide real solutions grounded in innovative research that are substantially fragmented in the broader marketplace," said Panna Sharma. "The global infrastructure and unique business model we’ve developed through strategic acquisitions has positioned us for diversified growth and unparalleled access to the oncology community. This has allowed us to develop a durable platform from which to commercialize our oncology programs. Our team's efforts in Immuno-Oncology will drive substantial increases in both community testing and clinical trial participation throughout the remainder of 2016 and well into 2017 which leads the company towards its goal of profitability." A full-text copy of the Form 10-Q is available for free at: https://is.gd/5lfAIG About Cancer Genetics Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage diagnostics company focused on developing and commercializing proprietary genomic tests and services to improve and personalize the diagnosis, prognosis and response to treatment (theranosis) of cancer. Cancer Genetics reported a net loss of $20.2 million on $18.0 million of revenue for the year ended Dec. 31, 2015, compared to a net loss of $16.6 million on $10.2 million of revenue for the year ended Dec. 31, 2014. CAPE COD: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Cape Cod Commercial Linen Service, Inc. 880 Attucks Lane Hyannis, MA 02601 Case No.: 16-11811 Chapter 11 Petition Date: May 13, 2016 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Hon. Joan N. Feeney Debtor's Counsel: David B. Madoff, Esq. MADOFF & KHOURY LLP 124 Washington Street - Suite 202 Foxborough, MA 02035 Tel: 508-543-0040 Fax: 508-543-0020 E-mail: madoff@mandkllp.com - and - Steffani Pelton Nicholson, Esq. MADOFF & KHOURY LLP 124 Washington Street Foxborough, MA 02035 Tel: 508-543-0040 E-mail: pelton@mandkllp.com Debtor's Financial Advisor: BRUCE A. ERICKSON & B. ERICKSON GROUP, LLC Total Assets: $1.24 million Total Liabilities: $4.62 million The petition was signed by Jeffrey Ehart, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mab16-11811.pdf CHASSIX HOLDINGS: Debtors Want Chapter 11 Cases Closed ------------------------------------------------------ Chassix, Inc., and their affiliated debtors ask the U.S. Bankruptcy Court for the Southern District of New York, for the entry of a final decree closing their Chapter 11 cases. "The estates of the Debtors have been fully administered. The Confirmation Order was entered on July 9, 2015, and is final. The transactions contemplated by the Plan including, without limitation, the conversion of approximately $375 million of the Debtors' Secured Notes and approximately $158 million of the Debtors' Unsecured Notes to equity and the conversion of approximately $250 million in debtor-in-possession financing to exit financing, have been consummated. In accordance with Section 5.18 of the Plan, Chassix Holdings was dissolved on January 6, 2016. The New Board has been appointed and has assumed governance over the Reorganized Debtors. Payments under the Plan have commenced. Most notably, on November 18, 2015, the Reorganized Debtors made a first distribution to holders of Allowed Class 5 General Unsecured Trade Claims totaling approximately $3.5 million, and, on January, 15, 2016, the Reorganized Debtors made a first distribution to holders of Allowed Class 6 Other General Unsecured Claims totaling approximately $3 million. There are no other pending contested matters or adversary proceedings," the Debtors aver. Chassix Holdings, Inc., and its affiliated debtors are represented by: Marcia L. Goldstein, Esq. Ray C. Schrock, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Telephone: (212)310-8000 Facsimile: (212)310-8007 E-mail: marcia.goldstein@weil.com ray.schrock@weil.com About Chassix Holdings Chassix is a global manufacturer and supplier of aluminum and iron chassis sub-frame components and powertrain products with both casting and machining capabilities. Based in Southfield, Michigan, Chassix and its subsidiaries operate 23 manufacturing facilities across six countries, providing safety critical automotive components, having content on approximately 64% of the largest platforms in North America. Their product mix maintains an even balance among trucks, minivans and SUVs, as well as small and medium size cars and cross-over vehicles. For the twelve months ended Dec. 31, 2014, the Debtors generated $1.37 billion in revenue on a consolidated basis. As of Dec. 31, 2014, the Debtors had $833 million in assets and $784 million in liabilities on a consolidated basis. Chassix Holdings, Inc., et al., sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 15-10578) in Manhattan on March 12, 2015, with a Chapter 11 plan that was negotiated with lenders and customers. Chassix, Inc., disclosed $5,880,354 in assets and $624,719,658 in liabilities as of the Chapter 11 filing. Its parent, Chassix Holdings, Inc. disclosed $0 assets and $165,571,125 in liabilities in its schedules. The Debtors have tapped Weil, Gotshal & Manges LLP, as attorneys; Lazard Freres & Co, LLC, as investment banker; FTI Consulting, Inc. to provide an interim CFO and additional restructuring services; and Prime Clerk LLC, as claims and noticing agent. The Official Committee of Unsecured Creditors appointed in the case has retained Akin Gump Strauss Hauer & Feld LLP as counsel; Teneo Securities LLC as financial advisor; and Kurtzman Carson Consultants LLC as information and noticing agent. CHC GROUP: U.S. Trustee Forms 5-Member Committee ------------------------------------------------ The Office of the U.S. Trustee on May 13, 2016, appointed five creditors of CHC Group Ltd. to serve on the official committee of unsecured creditors. The committee members are: (1) Global Helicopters Pilots Association c/o Luke Yosca, VP 2065 Winners Circle Cantonment, FL 32533 E-mail: lukeyosca@ghpa.ca (2) Airbus Helicopters (SAS) c/o Kevin Cabeniss Airbus Helicoptors, Inc. 2701 Forum Drive Grand Prairie, TX 75052 972-641-3550 E-mail: Kevin.Cabeniss@airbus.com (3) The Milestone Aviation Group Limited c/o Kelli Walsh G.E. Capital Aviation Services 901 Main Avenue Norwalk, CT 06851 203-842-5223 E-mail: Kelli.walsh@gecas.com (4) Law Debenture Trust Company c/o Frank Godino 400 Madison Avenue, Ste. 4D New York, NY 10017 646-747-1251 212-750-1361 – fax E-mail: Frank.godino@lawdeb.com (5) Sikorsky Commercial, Inc. c/o Brian Pelan 6 Corporate Drive Shelton, CT 06484 203-402-0252 E-mail: brian.pelan@sikorsky.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About CHC Group Headquartered in Irving, Texas, CHC is a global commercial helicopter services company primarily servicing the offshore oil and gas industry. CHC maintains bases on six continents with major operations in the North Sea, Brazil, Australia, and several locations across Africa, Eastern Europe, and South East Asia. CHC maintains a fleet of 230 medium and heavy helicopters, 67 of which are owned by it and the remainder are leased rom various third-party lessors. CHC Group Ltd. and 42 of its wholly-owned subsidiaries each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of Texas on May 5, 2016. As of Jan. 31, 2016, CHG had $2.16 billion in total assets and $2.19 billion in total liabilities. The Debtors have hired Weil, Gotshal & Manges LLP as counsel, Debevoise & Plimpton LLP as special aircraft counsel, PJT Partners LP as investment banker, Seabury Corporate Advisors LLC as financial advisor, CDG Group, LLC as restructuring advisor, and Kurtzman Carson Consultants LLC as claims and noticing agent. The cases are pending joint administration under Case No. 16-31854 before the Honorable Judge Jernigan. COMBIMATRIX CORP: Incurs $3.13 Million Net Loss in First Quarter ---------------------------------------------------------------- Combimatrix Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common stockholders of $3.13 million on $2.97 million of total revenues for the three months ended March 31, 2016, compared to a net loss attributable to common stockholders of $2.65 million on $2.32 million of total revenues for the same period in 2015. As of March 31, 2016, Combimatrix had $11.20 million in total assets, $2.52 million in total liabilities and $8.68 million in total stockholders' equity. At March 31, 2016, cash, cash equivalents and short-term investments totaled $6.6 million, compared to $3.9 million at Dec. 31, 2015. Cash is held primarily in general checking accounts as well as in money market mutual funds backed by U.S. government securities. Short-term investments are comprised primarily of certificates of deposits issued by U.S. financial institutions. Working capital was $8.1 million and $5.4 million at March 31, 2016, and Dec. 31, 2015, respectively. The primary reason for the increase in working capital was due to higher cash balances at March 31, 2016, compared to Dec. 31, 2015, driven by operating, investing and financing activities. A full-text copy of the Form 10-Q is available for free at: https://is.gd/pSRU8e About Combimatrix Combimatrix specializes in pre-implantation genetic screening, miscarriage analysis, prenatal and pediatric healthcare, offering DNA-based testing for the detection of genetic abnormalities beyond what can be identified through traditional methodologies. Its clinical lab and corporate offices are located in Irvine, California. Combimatrix reported a net loss of $6.60 million in 2015 compared to a net loss of $8.70 million in 2014. Haskell & White LLP, in Irvine, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has limited working capital and a history of incurring net losses and net operating cash flow deficits. These conditions raise substantial doubt about the Company's ability to continue as a going concern. COMVEST CAPITAL: Wins Bid to Dismiss Suit vs. Selkoe ---------------------------------------------------- President Judge Jan R. Jurden of the Superior Court of Delaware granted Plaintiff Comvest Capital II, L.P.'s Motion to Dismiss and denied Plaintiff's Motion for Judgment on the Pleadings. Comvest Capital II, L.P., CapX Partners, and Karmaloop, Inc. entered into an Amended and Restated Credit Agreement dated June 27, 2014. In connection with the Credit Agreement, Defendant Gregory Selkoe, the founder and former CEO of Karmaloop, executed an Amended and Restated Limited Personal Guaranty Agreement. In March of 2015, Selkoe, Karmaloop, and Comvest executed three amendments to the Credit Agreement. All three amendments included a "Consent and Reaffirmation," wherein Selkoe "reaffirmed that all Loan Documents shall continue to remain in full force and effect." Comvest alleges that Selkoe's obligation under the Guaranty to personally guarantee five million dollars of Karmaloop's debt was triggered when Comvest demanded payment, following Karmaloop's defaults in its performance obligations under the Credit Agreement. Selkoe alleges that his payment obligation was never triggered because Comvest failed to exhaust all commercially reasonable collection efforts against Karmaloop before demanding payment from Selkoe. Selkoe also alleges various defenses and counterclaims against Comvest based on Comvest's wrongful conduct. In particular, Selkoe alleges that Comvest breached the implied covenant of good faith and fair dealing when Comvest made repeated misrepresentations to Selkoe as part of an undisclosed plan to depress Karmaloop's value and interfere with its ability to repay its debt, so that Comvest could acquire for a fraction of its true worth. A full-text copy of the Order dated April 26, 2016 is available at http://is.gd/68myUdfrom Leagle.com. The case is COMVEST CAPITAL II, L.P., Plaintiff, v. GREGORY SELKOE, Defendant, C.A. No. N15C-08-110 JRJ CCLD. COOK INLET: Effective Date Occurred on March 29 ----------------------------------------------- Miller Energy Resources, Inc., said that the Effective Date of its Plan occurred on March 29, 2016. As reported in the TCR, Judge Gary Spraker on Jan. 28, 2016, entered an order confirming the Joint Plan of Reorganization of Miller Energy Resources that will reduce the company's outstanding debt by $150 million. Lenders owed $189.7 million will receive (1) 100% of the equity in the reorganized Debtors, subject to dilution by management stock, and (2) new notes of $60 million as payment for their $151 million allowed secured claim. If general unsecured creditors (Class 4) vote to accept the Plan, $3.5 million in cash will be contributed to the creditor trust (10% recovery). If the class votes to reject the Plan, holders of general unsecured claims will receive their pro rata share of $1 million in cash (less 3% recovery). A copy of the Disclosure Statement filed Dec. 17, 2016, is available at: http://bankrupt.com/misc/Miller_E_365_Am_DS.pdf About Miller Energy Resources Miller Energy Resources, Inc. -- http://www.millerenergyresources.com/-- is an oil and natural gas production company focused on Alaska. The Company has a substantial acreage, reserve, and resource position in the State, significant midstream and rig infrastructure to support production, and 100% working interest in and operatorship of most of its assets. Miller Energy Resources and 10 of its affiliates filed Chapter 11 bankruptcy petitions (Bank. D. Alaska Lead Case No. 15-00236) on Oct. 1, 2015. Carl F. Giesler, Jr., the CEO, signed the petitions. Judge Gary Spraker is assigned to the cases. The Debtors disclosed total assets of $392,559,000 and total debts of $336,910,000 as of Jan. 31, 2015. The Debtors have engaged Andrews Kurth LLP as counsel, David H. Bundy P.C., as local counsel, Seaport Global Securities as financial advisor, and Prime Clerk as claims and noticing agent. On Aug. 6, 2015, Cook Inlet, a wholly-owned by MER, became the subject of an involuntary Chapter 11 case filed by four creditors asserting to have an aggregate claim of $2.8 million. The petitioning creditors were Baker Hughes Oilfield, M-I LLC, Schlumberger Tech. Corp, and Baker Petrolite, LLC. Judge Spraker granted an order for relief under Chapter 11 of the Bankruptcy Code on Oct. 2, 2015. On Oct. 16, 2015, the U.S. Trustee formed an official committee of unsecured creditors. The Committee tapped Snow Spence Green LLP as counsel and Erik LeRoy, P.C, as local counsel. The members of the Committee are: (i) Cruz Construction Inc. (ii) Baker Hughes Oilfield Operations, Inc. (iii) Cudd Pressure Control, Inc. (iv) Exxon Mobil Corporation; (v)Inlet Drilling Alaska, Inc. (vi) National Oilwell Varco LP and (vii) Schlumberger Technology Corporation. On Oct. 30, 2015, each of the Debtors filed its Statement of Financial Affairs and Schedules of Assets and Liabilities, subject to permitted amendments from time to time. Cook Inlet disclosed $180 million in assets and $212 million in liabilities in its schedules. On Nov. 4, 2015, the U.S. Trustee conducted a meeting of creditors pursuant to Section 341 of the Bankruptcy Code, as continued from time to time. CORNERSTONE TOWER: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Cornerstone Tower Service, Inc. PO Box 5222 Grand Island, NE 68802 Case No.: 16-40787 Chapter 11 Petition Date: May 13, 2016 Court: United States Bankruptcy Court District of Nebraska (Lincoln Office) Judge: Hon. Thomas L. Saladino Debtor's Counsel: John C. Hahn, Esq. JEFFREY, HAHN, HEMMERLING & ZIMMERMAN 5640 S. 84th St., Ste. 100 Lincoln, NE 68516 Tel: (402) 483-7711 Fax: (402) 483-6133 E-mail: bankruptcy@jhhz.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 billion to $10 billion The petition was signed by James Scheer, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/neb16-40787.pdf CRESTWOOD EQUITY: S&P Assigns 'BB-' CCR, Outlook Negative --------------------------------------------------------- S&P Global Ratings assigned its 'BB-' corporate credit rating to Crestwood Equity Partners LP. The outlook is negative. At the same time, S&P affirmed the 'BB-' corporate credit rating on operating subsidiary Crestwood Midstream Partners LP (Midstream), and the 'BB-' issue-level rating on the company's unsecured debt. The outlook is negative. The '4' recovery rating on the unsecured debt is unchanged, indicating S&P's view that lenders can expect average (30% to 50%; lower half of the range) recovery if a payment default occurs. In addition, S&P lowered the corporate credit rating on Crestwood Holdings LLC (Holdings) to 'CCC+' from 'B-'. The outlook is stable. S&P also downgraded the company's secured debt to 'CCC+' from 'B-', and left the '4' recovery rating unchanged, indicating S&P's view that lenders can expect average (30% to 50%; upper half of the range) recovery in the event of a payment default. "We view Crestwood's recent 56% quarterly cash distribution cut, the strategic joint venture with Consolidated Edison Inc., and the expected pay-down of debt positively for credit," said S&P Global Ratings analyst Mike Llanos. "However, in our view, Crestwood will now be more reliant on riskier cash flows exposed to volumetric risk. In our view, the partnership has sold its stable cash flow producing northeast natural gas storage and pipeline assets into the joint venture with Con Edison for $975 million and will use the proceeds to improve its liquidity position and balance sheet." Pro forma for the formation of the joint venture, S&P Global Ratings expect adjusted debt to EBTIDA in the 4.5x to 5.0x range, which also reflects S&P's view that the partnership's preferred equity security will receive minimal equity treatment based on S&P's criteria. S&P previously assigned intermediate equity treatment. Such treatment constituted a misapplication of S&P's criteria because under our methodology, if deferred payments accrue at a higher than normal payment rate, S&P believes it would discourage an issuer from deferring. This change had no effect on Crestwood's final rating. The downgrade of Holdings reflects S&P Global Ratings' view that the distribution cut will result in a capital structure that is unsustainable in the long-term. S&P expects Holdings' total annual distributions to decline by roughly 30% from 2015 levels and to be held flat over the next few years, leading to total leverage in excess of 7x through maturity of the term loan, which in S&P's view elevates refinancing risk. CSM BAHIA: Case Summary & 7 Unsecured Creditors ----------------------------------------------- Debtor: CSM Bahia, LLC 9343 E. Bahia Dr. Scottsdale, AZ 85260 Case No.: 16-05393 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: May 12, 2016 Court: United States Bankruptcy Court District of Arizona (Phoenix) Debtor's Counsel: Jonathan P. Ibsen, Esq. CANTERBURY LAW GROUP, LLP 14300 N Northsight Blvd., Suite 129 Scottsdale, AZ 85260 Tel: 480-240-0040 Fax: 480-656-5966 E-mail: jibsen@edwardsandcherney.com jibsen@clgaz.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Shane Powell, managing member. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/azb16-05393.pdf CTI BIOPHARMA: Posts $3.31 Million Net Income for First Quarter --------------------------------------------------------------- CTI Biopharma Corp. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $3.31 million on $36.5 million of total revenues for the three months ended March 31, 2016, compared to a net loss of $28.6 million on $2.72 million of total revenues for the same period in 2015. As of March 31, 2016, CTI Biopharma had $123.44 million in total assets, $68.69 million in total liabilities and $54.74 million in total shareholders' equity. "We continue to believe in the potential of pacritnib to help patients in need and are working to address the clinical hold on the pacritinib program," said James A. Bianco, M.D., president and chief executive officer of CTI BioPharma. "While we work with the FDA to seek to address their recommendations for getting pacritinib off hold, we have made progress in our efforts to support patients who were deriving benefit from pacritinib at the time of the clinical hold by providing pacritinib under a single patient IND program and, separately, to individual patients for "compassionate use" under the FDA's emergency Expanded Access program. We are pleased that certain investigator-sponsored trials can resume as the agency has removed the clinical hold at their sites." "We are also preparing for the release of top-line results from the PERSIST-2 Phase 3 clinical trial, which we expect to report in the third quarter of 2016," added Dr. Bianco. As of March 31, 2016, cash and cash equivalents totaled $104.6 million, compared to $128.2 million as of December 31, 2015. A full-text copy of the Form 10-Q is available for free at: https://is.gd/EVDYpQ About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- formerly known as Cell Therapeutics, Inc., is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a commercial presence in Europe and a late-stage development pipeline, including pacritinib, CTI's lead product candidate that is currently being studied in a Phase 3 program for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington, with offices in London and Milan under the name CTI Life Sciences Limited. CTI Biopharma reported a net loss attributable to common shareholders of $122.62 million on $16.11 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to common shareholders of $95.99 million on $60.07 million of total revenues for the year ended Dec. 31, 2014. The Company's independent registered public accounting firm included an explanatory paragraph in its reports on its consolidated financial statements for each of the years ended Dec. 31, 2007, through Dec. 31, 2011, and for the year ended Dec. 31, 2014, regarding their substantial doubt as to the Company's ability to continue as a going concern. The Company said that although its independent registered public accounting firm removed this going concern explanatory paragraph in its report on our Dec. 31, 2015, consolidated financial statements, the Company expects to continue to need to raise additional financing to fund its operations and satisfy obligations as they become due. According to the Company, the inclusion of a going concern explanatory paragraph in future years may negatively impact the trading price of its common stock and make it more difficult, time consuming or expensive to obtain necessary financing, and the Company cannot guarantee that it will not receive such an explanatory paragraph in the future. CYTORI THERAPEUTICS: Incurs $5.33 Million Net Loss in First Quarter ------------------------------------------------------------------- Cytori Therapeutics, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $5.33 million on $1.33 million of product revenues for the three months ended March 31, 2016, compared to a net loss of $21.95 million on $902,000 of product revenues for the same period in 2015. As of March 31, 2016, Cytori had $32.91 million in total assets, $25.17 million in total liabilities and $7.74 million in total stockholders' equity. "The business fundamentals continue to strengthen," said Dr. Marc H. Hedrick, president and CEO of Cytori Therapeutics. "The US trial enrollment for our lead indication is nearly complete, we see positive trends on revenue and we continue see new opportunities for our technology that are in alignment with the Company's core strategic direction." "Q1 2016 net loss was approximately 20% lower than Q1 2015, despite an expansion of our investments in research and development," said Tiago Girao, VP of finance and CFO of Cytori Therapeutics. "For the remainder of 2016, we plan to continue to narrow our quarterly losses and decrease the need for capital through a number of initiatives. These efforts consist largely of balancing further improvements in operational efficiency, working capital management, increased revenue, and an intense focus on those activities that we believe will contribute to stockholder value creation." A full-text copy of the Form 10-Q is available for free at: https://is.gd/n8uYbF About Cytori Based in San Diego, California, Cytori Therapeutics (NASDAQ: CYTX) -- http://www.cytori.com/-- is an emerging leader in providing patients and physicians around the world with medical technologies, which harness the potential of adult regenerative cells from adipose tissue. The Company's StemSource(R) product line is sold globally for cell banking and research applications. Cytori reported a net loss allocable to common stockholders of $19.4 million on $4.83 million of product revenues for the year ended Dec. 31, 2015, compared to a net loss allocable to common stockholders of $38.5 million on $4.95 million of product revenues for the year ended Dec. 31, 2015. KPMG LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses from operations and liquidity position raises substantial doubt about its ability to continue as a going concern. CYTORI THERAPEUTICS: Stockholders Elect 7 Directors --------------------------------------------------- Cytori Therapeutics, Inc., held its annual meeting of Stockholders on May 10, 2016, at which the stockholders: (a) elected David M. Rickey, Richard J. Hawkins, Paul W. Hawran, Marc H. Hedrick, M.D., Gary A. Lyons, and Gail K. Naughton, Ph.D. as directors to serve until the 2017 annual meeting of stockholders and until their respective successors are elected and qualified; (b) ratified the appointment of KPMG LLP to act as the Company's independent auditors for the fiscal year ending Dec. 31, 2016; (c) approved an amendment to the Company's 2014 Equity Incentive Plan; and (d) approved an amendment to the Company's amended and restated certificate of incorporation, as amended. On May 10, 2016, Cytori filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of Delaware to effectuate a one-for-fifteen (1:15) reverse stock split of its common stock, par value $0.001 per share. The Amendment became effective on the filing date. The reverse stock split will be effective for trading purposes as of the commencement of trading on the NASDAQ Capital Market on May 12, 2016. Upon effectiveness, each fifteen shares of issued and outstanding Common Stock were converted into one newly issued and outstanding share of Common Stock and the number of authorized shares of Common Stock was reduced from 290 million to 75 million. The Company's five million shares of authorized Preferred Stock were not affected by the reverse split. No fractional shares were issued in connection with the reverse stock split. Any fractional shares of Common Stock that would have otherwise resulted from the reverse stock split were rounded up to the nearest whole share. Outstanding equity awards will be proportionately reduced to give effect to the reverse stock split and the shares available for future grants under the Company's 2014 Equity Incentive Plan and 2015 New Employee Incentive Plan will be proportionately reduced to give effect to the reverse stock split. About Cytori Based in San Diego, California, Cytori Therapeutics (NASDAQ: CYTX) -- http://www.cytori.com/-- is an emerging leader in providing patients and physicians around the world with medical technologies, which harness the potential of adult regenerative cells from adipose tissue. The Company's StemSource(R) product line is sold globally for cell banking and research applications. Cytori reported a net loss allocable to common stockholders of $19.4 million on $4.83 million of product revenues for the year ended Dec. 31, 2015, compared to a net loss allocable to common stockholders of $38.5 million on $4.95 million of product revenues for the year ended Dec. 31, 2015. As of March 31, 2016, Cytori had $32.91 million in total assets, $25.17 million in total liabilities and $7.74 million in total stockholders' equity. KPMG LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses from operations and liquidity position raises substantial doubt about its ability to continue as a going concern. DARDEN-GREEN CO: Case Summary & 15 Unsecured Creditors ------------------------------------------------------ Debtor: Darden-Green Co., Inc. 3378 Wood Drive Circle N.E. Birmingham, AL 35215 Case No.: 16-01957 Chapter 11 Petition Date: May 12, 2016 Court: United States Bankruptcy Court Northern District of Alabama (Birmingham) Judge: Hon. Tamara O Mitchell Debtor's Counsel: Thomas E Reynolds, Esq. REYNOLDS LEGAL SOLUTIONS, LLC 300 Richard Arrington Jr. Blvd. N., Suite 503 Birmingham, AL 35203 Tel: 205-957-6500 E-mail: ter@reynoldslegalsolutions.com Total Assets: $2.13 million Total Liabilities: $2.31 million The petition was signed by Bobbie Green, general manager. A list of the Debtor's 15 largest unsecured creditors is available for free at http://bankrupt.com/misc/alnb16-01957.pdf DELL INC: S&P Affirms 'BB+' CCR, Outlook Stable ----------------------------------------------- S&P Global Ratings said that it affirmed its 'BB+' corporate credit rating on Round Rock, Texas-based Dell Inc. The rating outlook is stable. At the same time, S&P assigned its 'BBB' issue-level rating and '1' recovery rating to Dell's proposed $3.7 billion senior secured term loan A-1. The '1' recovery rating indicates S&P's expectation for very high recovery (90%-100%) of principal in the event of a payment default. S&P also assigned its 'BBB-' issue-level rating and '2' recovery rating to the company's proposed $3.15 billion senior secured revolver, $3.925 billion term loan A-2, $3.5 billion term loan A-3, $8 billion term loan B, and $16 billion senior secured notes. The '2' recovery rating indicates S&P's expectation for substantial recovery (70%-90%; lower half of the range) of principal in the event of a payment default. In addition, S&P assigned its 'BB' issue-level rating and '5' recovery rating to the company's proposed $3.25 billion senior unsecured notes. The '5' recovery rating indicates S&P's expectation for modest recovery (10%-30%; upper half of the range) of principal in the event of a payment default. S&P also lowered its issue-level rating on Dell's $2.5 billion existing senior unsecured notes to 'BB-' from 'BB+' and revised the recovery rating to '6' from '3'. At the same time, S&P removed the rating from CreditWatch, where it had placed it with negative implications on Oct. 12, 2015. The '6' recovery rating indicates S&P's expectation for negligible recovery (0%-10%) of principal in the event of a payment default. Dell will use the proceeds from the debt issuance to partially fund its acquisition of EMC, which S&P expects to close by October 2016. The transaction is subject to customary regulatory and shareholder approvals. "The rating affirmation reflects our view that the combined Dell and EMC entity, which will be named Dell Technologies, would be one of the largest technology companies globally, with leadership positions across the PC, servers, storage, and virtualization software markets, and improved sales channels covering small- to midsize businesses and large enterprises. Offsetting factors include the combined company's high pro forma adjusted leverage of about 4x at the transaction's closing; the integration risk, albeit moderate, the business combination poses; and the weaker PC, storage and virtualization software business growth prospects due to a delayed PC refresh cycle and the enterprise businesses' ongoing transitioning of their IT infrastructure to cloud service providers from their private data centers. Our rating also reflects Dell's commitment to repay debt with proceeds from noncore asset sales and free operating cash flow generation, such that pro forma adjusted leverage would decline from the 4x level at the transaction closing," S&P said. The EMC acquisition announcement follows Dell's leveraged buyout (LBO) by its founder and CEO Michael Dell and Silver Lake Partners in October 2013 for approximately $25 billion. Dell has been successful in its deleveraging plan, with leverage of about 2x at the end of fiscal year ended Jan. 29, 2016, down from pro forma leverage in the 5x area at the time of the LBO transaction. "The stable outlook indicates our expectation that Dell will be able to successfully integrate its acquisition of EMC, maintain market leadership in its product categories, and achieved identified cost savings, leading to leverage declining to the low- to mid-3x area within 12-18 months after the transaction closes," said S&P Global Ratings credit analyst David Tsui. S&P would lower its corporate credit rating on Dell if the company's business conditions deteriorate significantly or if it encounters acquisition integration challenges, leading to materially weaker-than-expected revenue growth and profitability, and adjusted leverage exceeding 4x. S&P would raise its rating on Dell by one notch to 'BBB-' if the company is able to execute its plan of achieving the targeted cost savings and repay debt, leading to leverage sustained below 3x, while committing to a financial policy that would preclude it from taking on incremental debt that would jeopardize its investment-grade ('BBB-' and above) debt ratings. DELTA AIRLINES: Court Denies Flight Attendant's FMLA Suit --------------------------------------------------------- This matter is before the Court on Defendants Delta Airlines and Joni Gagnon's Motion for Summary Judgment seeking summary judgment on all claims. Also before the Court is Plaintiff Georjane Branham's Motion for Summary Judgment seeking summary judgment on her FMLA claim. Plaintiff worked for Delta as a flight attendant since 1991. On July 26, 2010, Plaintiff tried to report for duty and board a Delta flight with a blood-alcohol level of 0.049. A confirmation test conducted twenty minutes later revealed a blood-alcohol level of 0.041. Delta policy prohibited employees in a position requiring the performance of safety sensitive functions, like flight attendants, from reporting for duty with an alcohol concentration of 0.02 or greater. After a review of her employment, Delta's In-Flight Service recommended that Plaintiff's employment be terminated and Delta's Human Resources department supported that recommendation. Plaintiff's employment was terminated effective July 5, 2012. Plaintiff appealed her termination through Delta's Conflict Resolution Process. At the end of that process, Plaintiff's termination was upheld. Plaintiff then appealed that decision two more levels. Each time the decision to terminate was upheld. Plaintiff's First Amended Complaint asserts the following causes of action: (1) violation of the Family and Medical Leave Act ("FMLA"); violation of the Employee Retirement Income Security Act ("ERISA"); breach of contract; breach of the covenant of good faith and fair dealing; violation of the Americans with Disabilities Act ("ADA"); and violation of the Age Discrimination in Employment Act ("ADEA"). Judge Ted Steward of the United States District Court for the District of Utah denied Plaintiff's Motion for Summary Judgment and granted Defendants' Motion. A full-text copy of the Memorandum Decision and Order dated April 26, 2016 is available at http://is.gd/x4FJQrfrom Leagle.com. The case is GEORJANE BRANHAM, Plaintiff, v. DELTA AIRLINES AND JONI GAGNON, Defendant, Case No. 2:14-CV-429 TS. Georjane Branham, Plaintiff, is represented by April L. Hollingsworth, Esq. -- HOLLINGSWORTH LAW OFFICE LLC & Ashley Frances Leonard, Esq. -- HOLLINGSWORTH LAW OFFICE LLC. Delta Airlines, Defendant, is represented by Calvin R. Winder, Esq. -- cwinder@rqn.com -- RAY QUINNEY & NEBEKER, David B. Dibble, Esq. -- ddibble@rqn.com -- RAY QUINNEY & NEBEKER & Frederick R. Thaler, Esq. -- fthaler@rqn.com -- RAY QUINNEY & NEBEKER. Joni Gagnon, Defendant, is represented by Calvin R. Winder, RAY QUINNEY & NEBEKER, David B. Dibble, RAY QUINNEY & NEBEKER & Frederick R. Thaler, RAY QUINNEY & NEBEKER. DENBURY RESOURCES: S&P Lowers Corporate Credit Rating to 'SD' ------------------------------------------------------------- S&P Global Ratings said it lowered its corporate credit rating on Plano, Texas-based Denbury Resources Inc. to 'SD' (selective default) from 'CC'. At the same time, S&P lowered its issue-level ratings on its subordinated notes due 2021, 2022, and 2023 to 'D' from 'CC'. The downgrade follows Denbury's announcement that it has closed a privately negotiated agreement to exchange a portion of its senior subordinated notes due 2021, 2022, and 2023 for new second-lien notes and new common shares at a meaningful discount to par. The company exchanged about $922 million principal amount of existing notes for approximately $531 million of new notes and 36.9 million shares of common equity. This represents a discount of about 27% to par based on a stock price of $3.92 as of May 10, 2016. S&P views the exchange as distressed, rather than purely opportunistic, given that investors will receive less than what was promised on the original securities and S&P expects a significant deterioration in the company's operating cash flow in 2016 and 2017 due to weak commodity prices. S&P notes that the exchange, along with note repurchases done by the company in the first quarter of 2016, reduce the company's approximately $3.3 billion of debt as of year-end 2015 by about $488 million in aggregate, thereby improving financial leverage. S&P expects to review the corporate credit and issue-level ratings in the next few days. S&P also expects to assign issue-level and recovery ratings to Denbury's new debt. S&P's analysis will incorporate the challenging operating environment for oil and gas companies at current commodity prices and Denbury's high, though marginally improved, leverage. DIEBOLD INC: S&P Assigns 'BB-' CCR, Outlook Stable -------------------------------------------------- S&P Global Ratings said that it assigned its 'BB-' corporate credit rating to North Canton, Ohio-based Diebold Inc. The outlook is stable. At the same time, S&P assigned its 'BB-' issue-level rating and '3' recovery rating to the company's $2.4 billion first-lien credit facility, which consists of a $520 million revolver, $230 million term loan A, $250 million delayed-draw term loan A, $1 billion term loan B, and a EUR350 million euro-based term loan B. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50% to 70%; upper end of the range) in the event of a payment default. S&P also assigned its 'B+' issue-level rating and '5' recovery rating to the company's $400 million senior unsecured notes. The '5' recovery rating indicates S&P's expectation for modest (10% to 30%; lower end of the range) recovery in the event of a payment default. S&P's 'BB-' corporate credit rating reflects Diebold's strong global ATM vendor market scale, modest ATM industry growth prospects, and sizeable leverage in the mid-4x area. The combined company will have leading global ATM unit market share, with an installed base of about one million ATMs, or about one third of total global ATMs, putting it ahead of competitor NCR Corp., according to Retail Banking Research. Diebold's operating performance in emerging markets has been pressured by economic weakness in certain emerging market geographies such as its Brazil business, where the company is reducing its scope, and with domestic suppliers in China. Top-line performance in 2015 and the first quarter of 2016 has also been affected by softness in the North American regional bank market. In addition to increased geographic diversity and market presence, the acquisition of Wincor provides Diebold exposure to electronic point-of-sale device and automated self-checkout equipment retail markets (pro forma about 15% of revenue). The company has also identified approximately $160 million of annual cost synergies to be achieved through 2018, which S&P expects will result in gradual EBITDA margin expansion to slightly more than 10% and lower leverage over time. "The stable outlook reflects our expectation that leverage will likely remain above 4x through 2017 as the company integrates Wincor," said S&P Global Ratings credit analyst Peter Bourdon. DIPLOMATA S/A: Court Grants Petition for Recognition ---------------------------------------------------- Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida, granted court-appointed Judicial Administrator and duly authorized foreign representative, Capital Administradora Judicial Limitada's Petition for Recognition of Diplomata S/A Industrial e Comercial, et. al.'s Brazilian proceeding. Judge Isicoff held that Capital Administradora Judicial Limitada has satisfied the requirements of sections 1515 of the Bankruptcy Code and Rules 1007(a)(4), 1011(b), and 2002(q) of the Federal Rules of Bankruptcy Procedure and that the Brazilian Proceeding is entitled to recognition by the Court pursuant to 11 U.S.C. Section 1517. Judge Isicoff acknowledged that the State of Parana in Brazil is the Debtors' center of main interests, and accordingly, the Brazilian Proceeding is a "foreign main proceeding." He held that Capital Administradora Judicial Limitada, the Debtors and the Brazilian Proceeding, as applicable, are entitled to all relief provided thereto as of right upon recognition of a foreign proceeding pursuant to chapter 15 of the Bankruptcy Code. The Foreign Representative was authorized by Judge Isicoff to examine witnesses, take evidence, and seek the delivery of information concerning the Debtors' assets, affairs, rights, obligations, or liabilities without further order of the Court. Judge Isicoff entrusted the Foreign Representative with the administration, realization and distribution of all of the Debtors' assets within the territorial jurisdiction of the United States. Judge Isicoff directed all persons and entities who were given notice of the Chapter 15 Petition and the hearing thereon, or who otherwise receive actual or constructive notice of the entry of his Order, who are in possession, custody, or control of the Debtors' property, or the proceeds thereof, whether or not such property or proceeds are located within the territorial jurisdiction of the United States, to immediately advise Capital Administradora Judicial Limitada by written notice at the following address: Massa Falida do Diplomata S/A Industrial e Comercial Attention: Dr. Luis Claudio Montoro Mendes Capital Administradora Judicial Limitada Rua Silvia, 110 - cj.52 Bela Vista, São Paulo, SP CEP 01311.928 Brazil Capital Administradora Judicial Limitada, the court-appointed Judicial Administrator and duly authorized representative of the Brazilian proceeding of Debtors Diplomata S/A Industrial e Commercial, et al., is represented by: John D. Couriel, Esq. Stephanie L. Hauser, Esq. KOBRE & KIM LLP 2 South Biscayne Boulevard, 35th Floor Miami, FL 33131 Telephone: (305)967-6100 Facsimile: (305)967-6120 E-mail: John.Couriel@kobrekim.com Stephanie.Hauser@kobrekim.com About Diplomata S/A Industrial Diplomata S/A Industrial e Comercial began operations in 1996 as a poultry producer and distributor. Diplomata maintains its headquarters in Capanema, Parana, Brazil, and its management center in Cascavel, Parana, Brazil. As of July 2012, Diplomata was the largest employer in Capanema, with approximately 5,000 employees working in its processing and animal feed plants. Klassul Indstria de Alimentos S/A began operations in 1981 as a company that produces fertile poultry eggs, manufactures animal feed, and wholesales pesticides, fertilizer, and soil products. Klassul has not been operational since 1995. Attivare Engenharia e Eletricidade Ltda began operations as a construction company in 2005, but has not been operational since 2011. Jornal Hoje Ltda began operations as a newspaper publisher and printer in 1998, but has not been operational since it transferred its publications to Paper MÂ°dia in 2000. Paper Midia Ltda began operations as a newspaper publisher and printer in 2000 upon receiving transfer of the Jornal Hoje publications. The Debtors' Chapter 15 cases are assigned to Judge Laurel M Isicoff. Kobre & Kim LLP serves as the Judicial Administrator's counsel. DOGLEG RIGHT: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Dogleg Right Partners, LP 1200 Placid Avenue, 300 Plano, TX 75074 Case No.: 16-40885 Chapter 11 Petition Date: May 15, 2016 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Debtor's Counsel: Robert T. DeMarco, Esq. DEMARCO-MITCHELL, PLLC 1255 West 15th St., 805 Plano, TX 75075 Tel: 972-578-1400 Fax: 972-346-6791 E-mail: robert@demarcomitchell.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by David Billings, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txeb16-40885.pdf DOMUM LOCIS: June 21 Hearing on Admin. Expense Fee Applications --------------------------------------------------------------- Judge Robert Kwan of the United States Bankruptcy Court for the Central District of California, Los Angeles Division, ordered the continuing hearing on final fee application of EPPS and Coulson, LLP, Attorneys for Robert C. Warren, Chapter 11 Custodian. The Final Fee Application of Epps & Coulson, LLP, Attorneys for Robert C. Warren, Chapter 11 Custodian, ECF 306, is scheduled to come on for hearing before this judge on April 27, 2016 at 11:00 a.m. The final fee application has been objected to by several parties, including Debtor and Creditor Lloyds Bank, which indicates that the application should be considered a contested matter under Federal Rule of Bankruptcy Procedure 9014. The court is not sure that it is appropriate for it to consider the fee application on a final basis and payment of the claimed fees as an administrative expense claim on a final basis since this Chapter 11 case is nowhere close to resolution through plan confirmation proceedings, the other administrative expense claims with the same priority have not been resolved and the ability of the bankruptcy estate at this time to pay the claimed fees or any other administrative expense claims, including the claimed fees of counsel for Debtor, is doubtful at this time. The court exercises its discretion regarding the allowance of administrative expense claims to continue the hearing on final allowance of the claimed fees of applicant counsel for the Chapter 11 Custodian from April 27, 2016 at 11:00 a.m. to June 21, 2016 at 2:30 p.m. so that it may be heard with the First and Interim Fee Application of Cypress LLP, counsel for Debtor, another administrative expense claimant, if not later, in light of the current status of the case and other factors. No appearances are required at the April 27, 2016 hearing. A full-text copy of the Order dated April 25, 2016 is available at http://is.gd/9gkUOyfrom Leagle.com. The case is In re: DOMUM LOCIS LLC, Chapter 11, Debtor, Case No. 2:14-bk-23301-RK. Domum Locis LLC, Debtor, is represented by Howard S Levine, Esq. -- howard@cypressllp.com -- Cypress, LLP, Tania M Moyron, Cypress LLP, Anastasija Snicarenko, Esq. -- Cypress LLP. United States Trustee (LA), U.S. Trustee, is represented by Alvin Mar. About Domum Locis Domum Locis LLC owns real properties more commonly known and described as (i) the "Strand Property" located at 1614-1618 The Strand, Hermosa Beach, California, (ii) the "North Flores Property," located at 1308 N. Flores Street, West Hollywood, California, and (iii) the "Vista Chino Property," located at 424 W. Vista Chino, Palm Springs, California. Domum Locis LLC filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 14-23301) on July 11, 2014. Judge Robert N. Kwan presides over the case. Michael J. Kilroy, the managing member, signed the petition. On April 13, 2015, Mr. Kilroy commenced his bankruptcy case by filing a voluntary petition under chapter 11 of the Bankruptcy Code. Kilroy owns three real property assets and interests in several partnerships and limited liability companies that, in turn, own real estate. More specifically, Kilroy owns these real properties, all of which are subject to liens held by Lloyds: (i) the "2175 Southridge Drive Property" in Palm Springs, comprised of two parcels with one house on it; (ii) the "2203 Southridge Drive Property" in Palm Springs, comprised of one parcel with one house on it and an adjacent second parcel that is a vacant lot; and (iii) the "2212 Southridge Drive Property" in Palm Springs, comprised of one parcel with one house on it and an adjacent second parcel that is a vacant lot. Domum Locis tapped Cypress LLP as general bankruptcy counsel. Domum Locis reported $14.6 million in assets and $11.04 million in liabilities. EAST AFRICAN DRILLING: Proofs of Claim Due July 27, 2016 -------------------------------------------------------- East African Drilling LTD. has filed a notice disclosing that proofs of claim against it are due by July 27, 2016. Governmental entities have until Sept. 26, 2016 to submit proofs of claim. About East African Drilling East African Drilling LTD. filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 16-31447) on March 25, 2016. The petition was signed by Shane Reeves as restructuring officer. The Debtor disclosed total assets of $10 million and total debts of $45.35 million. James B. Jameson, Esq., represents the Debtor as counsel. Judge Karen K. Brown has been assigned the case. ENERGY XXI: Creditors Oppose Bid to Use Cash Collateral ------------------------------------------------------- Fab-Con Inc. and B&J Martin Inc. have asked the U.S. Bankruptcy Court for the Southern District of Texas to deny the motion of Energy XXI Ltd. to use the cash collateral of its pre-bankruptcy lenders. In a court filing, both complained the company's failure to provide "adequate protection replacement liens" in favor of creditors holding "automatically-arising statutory liens and privileges" under the Louisiana Oil Well Lien Act. The motion had also drawn flak from other creditors, which echoed the argument raised by Fab-Con and B&J Martin. These creditors include Dynamic Production Services Inc., Fluid Crane & Construction Inc., Advanced Fire & Safety LLC and Production Inland Crews LLC. About Energy XXI Energy XXI Ltd was incorporated in Bermuda on July 25, 2005. With its principal operating subsidiary headquartered in Houston, Texas, Energy XXI is engaged in the acquisition, exploration, development and operation of oil and natural gas properties onshore in Louisiana and Texas and in the Gulf of Mexico Shelf. It is listed on the NASDAQ Global Select Market under the symbol "EXXI". Energy XXI Ltd and 25 of its affiliates filed on April 14, 2016, bankruptcy petitions in the U.S. Bankruptcy Court for the Southern District of Texas (Bankr. S.D. Tex. Lead Case No. 16-31928). The petitions were signed by Bruce W. Busmire, the CFO. Judge Karen K. Brown is assigned to the cases. Energy XXI Ltd on April 14, 2016, also filed a winding-up petition commencing an official liquidation proceeding under the laws of Bermuda before the Supreme Court of Bermuda. The Debtors sought bankruptcy protection after reaching a deal with lenders on the filing of a restructuring plan that would convert $1.45 billion owed to second lien noteholders into equity of the reorganized company. The Debtors have hired Vinson Elkins as counsel, Gray Reed & McGraw, P.C. as special counsel, Conyers Dill & Pearman as Bermuda counsel, Locke Lord LLP as regulatory counsel, PJT Partners LP as investment banker, Opportune LLP as financial advisor, Epiq Systems, Inc., as notice and claims agent. U.S. Bank, N.A. is the Debtor's largest unsecured creditor, followed by Wilmington Trust, N.A. and Fab-Con Inc. A list of the Debtor's 65 largest unsecured creditors is available for free at https://is.gd/uTNzKX ENERGY XXI: Objections to Cash Collateral Motion Filed ------------------------------------------------------ The Ad Hoc Group of EPL Noteholders, Nexen Petroleum Offshore USA Inc., and Lienholders Adriatic Marine, LLC, et. al., submitted to the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, their respective Objections to Energy XXI Ltd., et. al.'s Cash Collateral Motion. The ad hoc group of certain holders and investment advisors and/or managers for holders of the 8.25% Senior Notes due 2018 issued by EPL Oil & Gas, Inc. ("Ad Hoc Group of EPL Noteholders") contends that the Debtors' Chapter 11 cases are jointly administered for procedural purposes only, that the Debtors have not been substantively consolidated, and each continues as an independent legal entity with separate and distinct assets and liabilities. It further contends that the relief requested in the Debtors' Motion must be evaluated as it applies to and affects each of the individual Debtors. "The Ad Hoc Group of EPL Noteholers objects to the Motion, as it applies to and affects EPL and its wholly-owned subsidiaries (collectively, the "EPL Entities"), because it seeks relief that ignores the corporate separateness of the Debtors, fraudulently diverts material value of the EPL Entities to benefit structurally subordinated claims, and disenfranchises unsecured creditors of the EPL Entities. In doing so, the proposed relief violates core principles and provisions of the Bankruptcy Code designed to protect unsecured creditors and threatens to materially and irreparably harm the estates of the EPL Entities at the outset of these cases," the Ad Hoc Group of EPL Noteholders aver. Creditor Nexen Petroleum Offshore USA Inc. is a predecessor in title to federal oil and gas leases currently held by EPL Oil & Gas, Inc. "The Debtors may need to provide additional financial assurance — including potentially as much as $800 million or more in new surety bonds — to secure the Debtors' proportionate share of P&A obligations owed to the Bureau of Ocean Energy Management ("BOEM"). The Debtors will almost certainly need to provide collateral to obtain such bonds. Yet, through the Cash Collateral Motion, the Debtors are voluntarily agreeing to (a) encumber all of their currently unencumbered assets that might otherwise be used to provide such collateral and (b) effectively give up their ability to grant liens on, or security interests in, any collateral (encumbered or unencumbered) in order to obtain such bonds. Without collateral (unencumbered or otherwise) to pledge to obtain new surety bonds, the Debtors may lose their interest in their most valuable assets: the OCS leases. And even if co-lessees provided bonds on behalf of the Debtors, such parties would likely be entitled to massive administrative claims that could leave these estates administratively insolvent... Accordingly, the Court should (a) deny the imposition of any liens on, or security interests in, the Debtors' currently unencumbered assets that could otherwise be used to provide financial assurance to BOEM and other similar government agencies, (b) eliminate the restrictions on the Debtors' ability to grant liens and security interests to obtain plugging and abandonment ("P&A") surety bonds (or obtain DIP financing), and (c) carve out administrative claims related to the Debtors' P&A and other environmental obligations from the adequate protections provided to the Prepetition Secured Parties," Nexen contends. Lienholders Adriatic Marine, LLC, et al., also filed an objection to the Motion. "Fundamentally, the Lienholders object to the failure to provide adequate protection replacement liens in favor of creditors holding automatically-arising statutory liens and privileges under the Louisiana Oil Well Lien Act ("LOWLA") and any other applicable state law while granting generous adequate protection in favor of the Prepetition Agents and the Prepetition Secured Parties including (a) stipulating to (i) the amount, validity and priority of the First Lien Indebtedness, Second Lien Prepetition Indebtedness and (ii) the liens of the Prepetition Agents upon the Prepetition Collateral, and (b) releasing claims subject to extremely limited challenge rights. This concern is amplified by the realistic possibility that certain of the Lienholders and many other statutory lienholders may in fact have liens and privileges with inception or effective dates prior to the granting of the liens in favor of the Prepetition Agents and Prepetition Secured Parties... The Lienholders further object to the imposition of various provisions requested by the Debtors in connection with the Cash Collateral Motion, which are not necessary to adequately protect the interests of the Prepetition Agents and Prepetition Secured Parties. First, the waivers of marshaling rights and of the Debtors' rights to surcharge collateral under 11 U.S.C. Section 506(c) provided in the Cash Collateral Order are not appropriate or necessary to adequately protect the interests of secured creditors. Second, the First Lien Adequate Protection Liens on proceeds of Chapter 5 actions held by the Debtors' estates are not necessary to adequately protect the interests of the First Lien Agent and First Lien Secured Parties and should instead be maintained for the benefit of unsecured creditors," Lienholders Adriatic Marine, LLC, et. al. argue. The Ad Hoc Group of EPL Noteholders is represented by: Dennis L. Jenkins, Esq. Benjamin W. Loveland, Esq. WILMER CUTLER PICKERING HALE AND DORR LLP 60 State Street Boston, MA 02109 Telephone: (617)526-6000 E-mail: dennis.jenkins@wilmerhale.com benjamin.loveland@wilmerhale.com Nexen Petroleum Offshore USA Inc. is represented by: Barnet B. Skelton, Jr. BARNET B. SKELTON, JR., P.C. JP Morgan Chase Bank Building 712 Main Street, Suite 1610 Houston, TX 77002 Telephone: (713)659-8761 Facsimile: (713)659-8764 E-mail: barnetbjr@msn.com Adriatic Marine, L.L.C., et al., are represented by: Stewart F. Peck, Esq. Benjamin W. Kadden, Esq. LUGENBUHL, WHEATON, PECK, RANKIN & HUBBARD 601 Poydras Street, Suite 2775 New Orleans, LA 70130 Telephone: (504)568-1990 Facsimile: (504)310-9195 E-mail: speck@lawla.com bkadden@lawla.com About Energy XXI Ltd. Energy XXI Ltd was incorporated in Bermuda on July 25, 2005. With its principal operating subsidiary headquartered in Houston, Texas, Energy XXI is engaged in the acquisition, exploration, development and operation of oil and natural gas properties onshore in Louisiana and Texas and in the Gulf of Mexico Shelf. It is listed on the NASDAQ Global Select Market under the symbol "EXXI". Energy XXI Ltd and 25 of its affiliates filed on April 14, 2016, bankruptcy petitions in the U.S. Bankruptcy Court for the Southern District of Texas (Bankr. S.D. Tex. Lead Case No. 16-31928). The petitions were signed by Bruce W. Busmire, the CFO. Judge Karen K. Brown is assigned to the cases. Energy XXI Ltd on April 14, 2016, also filed a winding-up petition commencing an official liquidation proceeding under the laws of Bermuda before the Supreme Court of Bermuda. The Debtors sought bankruptcy protection after reaching a deal with lenders on the filing of a restructuring plan that would convert $1.45 billion owed to second lien noteholders into equity of the reorganized company. The Debtors have hired Vinson Elkins as counsel, Gray Reed & McGraw, P.C. as special counsel, Conyers Dill & Pearman as Bermuda counsel, Locke Lord LLP as regulatory counsel, PJT Partners LP as investment banker, Opportune LLP as financial advisor, Epiq Systems, Inc., as notice and claims agent. EXCO RESOURCES: Exploring Restructuring Options ----------------------------------------------- Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review, reported that oil and gas explorer Exco Resources Inc. tapped its directors to explore whether to restructure in or out of bankruptcy court, among other options. According to the report, the publicly traded company said on May 13 that its board of directors formed a special committee to review its operations and financial condition and come up with ways to improve its capital structure and boost liquidity amid the continued commodities rout. On October 26, 2015, the Company closed a 12.5% senior secured second lien term loan with certain affiliates of Fairfax Financial Holdings Limited in the aggregate principal amount of $300.0 million. We also closed a 12.5% senior secured second lien term loan with certain unsecured noteholders in the aggregate principal amount of $291.3 million on October 26, 2015 and $108.7 million on November 4, 2015. The proceeds from the Exchange Term Loan were used to repurchase a portion of the outstanding 2018 Notes and 2022 Notes in exchange for the holders of such notes agreeing to act as lenders in connection with the Exchange Term Loan. The exchange was accounted for as a troubled debt restructuring pursuant to FASB ASC 470-60, Troubled Debt Restructuring by Debtors. The Second Lien Term Loans mature on October 26, 2020, with interest payable on the last day in each calendar quarter. The Second Lien Term Loans are guaranteed by substantially all of EXCO’s subsidiaries, with the exception of certain non-guarantor subsidiaries and our jointly-held equity investments with BG Group, and are secured by second-priority liens on substantially all of EXCO's assets securing the indebtedness under the EXCO Resources Credit Agreement. The Second Lien Term Loans rank (i) junior to the debt under the EXCO Resources Credit Agreement and any other priority lien obligations, (ii) pari passu to one another and (iii) effectively senior to all of our existing and future unsecured senior indebtedness, including the 2018 Notes and the 2022 Notes, to the extent of the collateral. The Company stated in its Form 10-Q filing with the U.S. Securities and Exchange Commission for the quarter ended March 31, 2016, that "[s]ignificant reductions in our borrowing capacity as a result of a redetermination of our borrowing base under the EXCO Resources Credit Agreement could have an impact on our capital resources and liquidity. The borrowing base redetermination process considers assumptions related to future commodity prices; therefore, our borrowing capacity could be negatively impacted by further declines in oil and natural gas prices. The lenders party to the EXCO Resources Credit Agreement have considerable discretion in setting our borrowing base, and we are unable to predict the outcome of any future redeterminations. Our next scheduled redetermination of the borrowing base is set to occur on or about September 1, 2016 and the lenders may request an unscheduled redetermination of the borrowing base between scheduled redetermination dates. Any reduction in our borrowing base could result in our liquidity being limited to our cash flow from operations, which is currently in decline as a result of the depressed commodity price environment. If our borrowing base is materially reduced or we are no longer able to draw on the EXCO Resources Credit Agreement or generate sufficient cash flow from operations, we may not be able to fund our operations and drilling activities or pay the interest on our debt, which would result in us defaulting under our various debt instruments and may force us to seek bankruptcy protection or pursue other restructuring alternatives. Our ability to maintain compliance with debt covenants is negatively impacted when oil and/or natural gas prices and/or production declines over an extended period of time. In particular, our Interest Coverage Ratio and Senior Secured Indebtedness Ratio, each as defined in the EXCO Resources Credit Agreement, are computed using EBITDAX for a trailing period." EXCO Resources, Inc., is a Dallas-based oil and natural gas company engaged in the exploration, acquisition, development and production of onshore U.S. oil and natural gas properties with a focus on shale resource plays. The Company's principal operations are conducted in certain key U.S. oil and natural gas areas including Texas, Louisiana and the Appalachia region. * * * The Troubled Company Reporter, on Nov. 5, 2015, reported that Standard & Poor's Ratings Services lowered its corporate credit rating on Dallas-based EXCO Resources Inc. to 'SD' (selective default) from 'CCC+'. "The downgrade follows Exco's announcement that the company has entered into an agreement to repurchase a portion of its senior unsecured notes at a significant discount to par," said Standard & Poor's credit analyst Christine Besset. F&H ACQUISITION: Time to Remove Actions Extended Through June 30 ---------------------------------------------------------------- U.S. Bankruptcy Judge Kevin Gross has extended the time within which F & H Acquisition Corp. may file notices of removal of claims and causes of actions through and including June 30, 2016. About F & H Acquisition Corp. Wichita, Kansas-based F & H Acquisition Corp., et al., owners of the Fox & Hound, Champps, and Bailey's Sports Grille casual dining restaurants, filed sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets. As of the bankruptcy filing, the Debtors had 101 restaurants located in 27 states and 6,000 employees. F & H disclosed $122 million in assets and $123 million in liabilities as of the Chapter 11 filing. The Debtors are represented by Robert S. Brady, Esq., Robert F. Poppiti, Jr., Esq., and Rodney Square, Esq., at Young, Conaway, Stargatt & Taylor, LLP of Wilmington, DE; and Adam H. Friedman, Esq., Jordana L. Nadritch, Esq., and Jonathan T. Koevary, Esq. at Olshan Frome Wolosky, LLP of New York, NY. Imperial Capital LLC as financial advisor; and Epiq Bankruptcy Solutions as claims and noticing agent. The Official Committee of Unsecured Creditors is represented by Bradford J. Sandler, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington; and Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Los Angeles, California. By order dated Feb. 28, 2014, the Court approved the sale of substantially all of the assets pursuant to an Asset Purchase Agreement, dated as of Feb. 7, 2014, by and among the Debtors and Cerberus Business Finance, LLC, as buyer. The sale closed on March 12, 2014. FERRO CORP: S&P Affirms 'BB-' CCR & Revises Outlook to Developing ----------------------------------------------------------------- S&P Global Ratings said that it affirmed its ratings on Mayfield Heights, Ohio-based chemical company Ferro Corp., including its 'BB-' corporate credit rating, and revised the rating outlook to developing from stable. At the same time, S&P affirmed its 'BB-' issue-level rating on the company's senior secured debt. The recovery rating remains '3', indicating S&P's expectation of meaningful (50% to 70%; higher half of the range) recovery in the event of payment default. The outlook revision follows the recent announcement that Ferro Corp.'s board of directors is exploring possible strategic alternatives for the company to enhance shareholder value and that it has retained a financial advisor. The developing outlook reflects S&P's view of the uncertainties related to the result of the strategic alternative process the company is undertaking. The outlook also reflects the chance that S&P could reassess the company's financial risk profile, business risk profile, or both, depending on the result of the process. "The developing outlook reflects our belief that we could raise, lower, or affirm the ratings on Ferro Corp., depending on the outcome of the strategic alternative process the company is undertaking," said S&P Global Ratings credit analyst Brian Garcia. S&P expects profitability will gradually improve in the next one to two years as a result of both cost-saving initiatives, as well as the integration of the company's recently acquired, higher-margin-generating companies. S&P's ratings assume that, absent a transaction, management will continue to pursue its growth initiatives, while maintaining credit measures at levels in line with a significant financial risk profile. At the current rating, S&P expects that the company will maintain its FFO-to-debt ratio at about 20% on a weighted-average, sustainable basis (pro forma for acquisitions). FIRST DATA: Capital Research Holds 10.5% of Class A Shares ---------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Capital Research Global Investors disclosed that as of April 29, 2016, it beneficially owns 19,171,768 shares of Class A Common Stock of First Data Corporation representing 10.5 percent of the shares outstanding. A copy of the regulatory filing is available for free at https://is.gd/HcFcCF About First Data Based in Atlanta, Georgia, First Data Corporation provides commerce and payment solutions for financial institutions, merchants, and other organizations worldwide. First Data reported a net loss attributable to the Company of $1.48 billion on $11.5 billion of total revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to the Company of $458 million on $11.2 billion of total revenues for the year ended Dec. 31, 2014. As of March 31, 2016, First Data had $33.72 billion in total assets, $30.04 billion in total liabilities, $73 million in redeemable noncontrolling interest and $3.61 billion in total equity. * * * The Company carries a 'B2' corporate family rating, with a stable outlook, from Moody's Investors Service, a 'B+' corporate credit rating, with stable outlook, from Standard & Poor's, and a 'B' long-term issuer default rating from Fitch Ratings. FIRST DATA: Incurs $56 Million Net Loss in First Quarter -------------------------------------------------------- First Data Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to the Company of $56 million on $2.77 billion of total revenues for the three months ended March 31, 2016, compared to a net loss attributable to the Company of $112 million on $2.69 billion of total revenues for the same period in 2015. As of March 31, 2016, First Data had $33.7 billion in total assets, $30.04 billion in total liabilities, $73 million in redeemable non-controlling interest and $3.61 billion in total equity. As of March 31, 2016, and Dec. 31, 2015, the Company held $311 million and $429 million in cash and cash equivalents, respectively. A full-text copy of the Form 10-Q is available for free at: https://is.gd/e6TsE8 About First Data Based in Atlanta, Georgia, First Data Corporation provides commerce and payment solutions for financial institutions, merchants, and other organizations worldwide. First Data reported a net loss attributable to the Company of $1.48 billion on $11.5 billion of total revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to the Company of $458 million on $11.2 billion of total revenues for the year ended Dec. 31, 2014. * * * The Company carries a 'B2' corporate family rating, with a stable outlook, from Moody's Investors Service, a 'B+' corporate credit rating, with stable outlook, from Standard & Poor's, and a 'B' long-term issuer default rating from Fitch Ratings. FM KELLY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: FM Kelly Construction Group, Inc. 2016 Linden Blvd. Elmont, NY 11003 Case No.: 16-72143 Chapter 11 Petition Date: May 12, 2016 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Hon. Robert E. Grossman Debtor's Counsel: Kenneth A. Reynolds, Esq. MCBREEN & KOPKO 500 North Broadway, Suite 129 Jericho, NY 11753 Tel: (516) 364-1095 Fax: (516) 364-0612 E-mail: kreynolds@mklawnyc.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Joseph Barbera, chief financial officer. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb16-72143.pdf FORESIGHT ENERGY: Incurs $41.7 Million Net Loss in First Quarter ---------------------------------------------------------------- Foresight Energy LP filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to limited partner units of $41.7 million on $166 million of total revenues for the three months ended March 31, 2016, compared to net income attributable to limited partner units of $42.3 million on $239 million of total revenues for the same period in 2015. As of March 31, 2016, Foresight Energy had $1.76 billion in total assets, $1.78 billion in total liabilities and a $17.99 million total partners' deficit. "Our industry continues to be faced with extreme challenges resulting from competition from low cost natural gas, government regulations impacting electric utilities and a reduction in demand for power domestically," said Robert D. Moore, president and chief executive officer. "Foresight Energy, while dealing with the external industry challenges and matters related to the bondholder litigation, continues to focus on being the safest, lowest cost source of coal supplied from the Illinois Basin, and continues to believe that its cost structure will enable the company to weather the depressed coal market better than its competitors." Update on Liquidity and Restructuring Efforts "Foresight remains in default under all of its long-term debt and capital lease obligations, which has prohibited Foresight from accessing borrowings or other extensions of credit under its revolving credit facility. While management is focused on the preservation of liquidity, the lack of access to borrowings or other extensions of credit under its revolving credit facility is having an adverse effect on Foresight's liquidity. Liquidity restraints prohibited the payment of $23.6 million of interest owed to the unsecured noteholders in February 2016, which resulted in an additional event of default under its debt agreements. As of March 31, 2016, Foresight had $16.2 million of cash on hand. Also, the recent losses incurred by Foresight have had a significant negative impact on its compliance with financial debt covenants. As of March 31, 2016, Foresight was not in compliance with its consolidated net senior secured leverage ratio, which constituted an additional event of default. "On April 18, 2016, Foresight entered into a Transaction Support Agreement, with certain of the lenders under its credit agreement, pursuant to which the Consenting Lenders have agreed, subject to the terms and conditions within the Lender TSA, to support a proposed global restructuring of the Partnership's indebtedness, including a proposed amendment and restatement of the credit agreement. The proposed Amendment is conditioned upon the successful execution of a series of proposed transactions, which are the subject of ongoing negotiations amongst the various stakeholders of the Partnership and its affiliates. "Foresight has entered into forbearance agreements with certain of its unsecured noteholders and the lenders to its accounts receivable securitization program to forbear from exercising certain rights and remedies to which they may be entitled until May 17, 2016, and July 15, 2016, respectively. "The negotiations between the Partnership and its affiliates and the creditors, equityholders and other stakeholders of the Partnership concerning the terms of the proposed Restructuring transactions are ongoing and have not been finalized. The Partnership is in active negotiations with the holders of the 2021 Senior Notes but has not reached an agreement with them on the terms of the restructuring, including the terms of the Lender TSA. There can be no assurance that the Partnership will reach an agreement with the noteholders by May 17, 2016, nor can there be any assurance that any of the foregoing parties to whom such Restructuring transactions have been proposed will agree to the terms of any such transactions in accordance with the terms described herein, or if at all. The other creditors and stakeholders of the Partnership and its affiliates who are not party to the Lender TSA have not approved or agreed (either implicitly or explicitly) to the terms of the Restructuring and are not bound to take (or refrain from taking) any actions as a result of the execution of the Lender TSA." A full-text copy of the Form 10-Q is available for free at: https://is.gd/dYx1UZ About Foresight Energy Foresight Energy mines and markets coal from reserves and operations located exclusively in the Illinois Basin. As of Dec. 31, 2015, the Company has invested over $2.3 billion to construct state-of-the-art, low-cost and highly productive mining operations and related transportation infrastructure. The Company controls over 3 billion tons of proven and probable coal in the state of Illinois, which, in addition to making the Company one of the largest reserve holders in the United States, provides organic growth opportunities. The Company's reserves consist principally of three large contiguous blocks of uniform, thick, high heat content (high Btu) thermal coal which is ideal for highly productive longwall operations. Thermal coal is used by power plants and industrial steam boilers to produce electricity or process steam. Foresight Energy reported a net loss attributable to limited partner units of $39.47 million on $984.85 million of total revenues for the year ended Dec. 31, 2015, compared to net income attributable to limited partner units of $70.19 million on $1.10 billion of total revenues for the year ended Dec. 31, 2014. Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, noting that the Partnership is in default of certain provisions of its long-term debt and capital lease obligations, resulting in a working capital deficit as of Dec. 31, 2015. These conditions raise substantial doubt about the Partnership's ability to continue as a going concern. * * * The Troubled Company Reporter on March 22, 2016, reported that Standard & Poor's Ratings Services said it lowered its corporate rating on St. Louis-based Foresight Energy to 'D' from 'CCC-'. As reported by the TCR on March 29, 2016, Moody's Investors Service downgraded all ratings of Foresight Energy, including the corporate family rating to 'Caa3' from 'Caa1'. FOSSIL GROUP: S&P Lowers CCR to 'BB+' as Earnings Decline --------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Richardson, Texas-based Fossil Group Inc. to 'BB+' from 'BBB-'. The outlook is stable. Concurrently, S&P lowered its issue-level rating on the company's $1.05 billion revolving credit facility and $231.25 million term loan to 'BB+' from 'BBB-' and assigned a '3' recovery ratings to these debt instruments, indicating S&P's expectation for meaningful (50%-70%, at the high end of the range) recovery in the event of a payment default. "The downgrade reflects Fossil's steep decline in earnings over the past five quarters, which resulted in a meaningful deterioration of the company's credit measures," said S&P Global Ratings credit analyst Mariola Borysiak. "The rating action also reflects our expectation that the weak operating trends will continue through the most of 2016 because of the difficult retail environment, intensified competitive pressures from wearable technology devices (a segment Fossil was late in entering), and slowing economic growth in its key markets. S&P now estimates that debt to EBITDA will remain above 2x at the end of 2016 before improving toward 2x one year later. These measures are significantly weaker than S&P's previous expectations of debt leverage improving to 2x by the end of 2016. Moreover, S&P has factored into its ratings greater volatility of profits given its vulnerability to technology-enabled wearable devices." The outlook is stable, reflecting S&P's expectation for modest performance gains toward the end of 2016 and into 2017 as the company's sales and margins begin stabilizing following the introduction of technology-enabled wearable products. S&P anticipates the company's debt to EBITDA will be in the high-2x area by end of the third quarter of 2016 and will improve to below 2.5x by the end of 2016 and toward 2x one year later. GAP INC: Fitch Lowers IDR to 'BB+', Outlook Stable -------------------------------------------------- Fitch Ratings has downgraded the Long-Term Issuer Default Rating for The Gap, Inc. to 'BB+' from 'BBB-'. The Rating Outlook is Stable. The downgrade reflects Fitch's reduced confidence in stabilization of sales, expectations of continued gross margin volatility, and belief that Gap will need to continue using real estate actions and large-scale cost reduction programs to protect EBITDA in the face of sales declines. Fitch expects EBITDA to decline to the $2 billion range in 2016 versus $2.3 billion in 2015 and a peak of $2.7 billion in 2014, with leverage expected to remain in the mid-3x range. The rating continues to reflect positive aspects of Gap's credit story, including its capital discipline, positive free cash flow (FCF), scale, and investments in omnichannel capabilities. KEY RATING DRIVERS Weak Sales Continue Gap's comparable store sales (comps) continue to be weak, with -5% comps in first quarter 2016 (1Q16) following -7% comps in 4Q15, despite significantly easier comparisons and an assumed benefit from sourcing and merchandising changes made in 2015. Gap continues to see material declines in traffic, and while traffic declines are an issue across the mall space, Gap's outsized declines are an indication that customer loyalty is waning as product continues to disappoint. Gap operates in a challenging mid-market apparel sector, which has been characterized by lack of a strong product cycle and sales bifurcation to higher-end aspirational brands and lower-end fast fashion and off-price channels. Gap and its peers have seen volatile sales results and have needed to use significant omnichannel investments and higher-than-expected markdowns to drive sales. Old Navy's (42% of 2015 revenue) recent weakness is of particular concern, given that the brand has mitigated sales declines at the Gap and Banana Republic brands for several years. Old Navy had not seen a quarterly comp decline since 4Q11 but produced comps of -8% and -6% in 4Q15 and 1Q16, respectively. Old Navy's value-oriented positioning should benefit sales in a period of trade-down but it appears that broader market discounting, and potential merchandising issues are causing weak sales trends. Fitch previously assumed that merchandising changes made in 2015 would begin to show improvement in 2016, yielding flattish comps by the end of the year; weak 1Q trends have diminished confidence in this expectation. Fitch now believes comps could improve to the negative 1% - 2% range by 4Q16 and remain modestly negative thereafter. Gross Margins Still Volatile Fitch previously anticipated gross margins improving in 2016, predicated on improving sales trends, reduced inventory buys and a faster product cycle. Gross margins have fallen from a peak in the 40% range in 2009 - 2010 to the mid-36% range in 2015. Fitch projects that weak sales exacerbated by merchandise misses have caused 1Q16 gross margin erosion of 250 - 300 basis points (bps; to approximately 35%), leading to an EBITDA decline of around 30% vs. 2015. As a result of 1Q weakness, Fitch is less confident that the company's process changes and reduced inventory position can improve gross margins this year. Fitch now believes gross margins could be down around 150bps to the 35% level for the full year. EBITDA Protection through Expense Management Continues Gap announced it will seek additional opportunities to streamline its operating infrastructure and will evaluate its international real estate fleet (primarily Old Navy and Banana Republic) to offset weak sales. Fitch has generally viewed these moves positively, including the 2015 closure of around 15% of North American Gap brand stores. However, the Gap's continued reliance on transformational cost management programs to protect EBITDA as sales decline is a negative. Although details of the announced cost savings are expected to be shared on the company's upcoming 1Q earnings call, Fitch has assumed that SG&A could decline 2% - 3% in 2016 and modestly thereafter, following a 3.5% decline in 2015. As a result, Fitch expects 2016 EBITDA to decline approximately 15% to $2 billion even with a projected $100 million of net expense reduction. While the company could realize modest SG&A and occupancy declines beginning 2017 due to the slowdown of international expansion, store closures, and other restructuring activity, the resulting income benefit could merely offset anticipated sales declines. As a result, EBITDA could remain range bound in the low $2 billion range. KEY ASSUMPTIONS -- Comp sales are expected to be negative 3% - 4% in 2016, and modestly negative beginning 2017. Revenue growth approximates comp sales due to lack of unit expansion. -- EBITDA declines from $2.3 billion (14.4% of sales) in 2015 to $2 billion (13.1% of sales) in 2016, reflecting around 150bps of gross margin decline and 2% - 3% SG&A reduction, and remains in the low $2 billion range thereafter. -- Annual FCF after dividends of $400 million- $500 million, which will support the company's share repurchase program. In 2016 the company will use FCF and existing cash to pay down the $400 million term loan issued in 2015. -- Adjusted leverage remains in the mid-3x range over the next three years, assuming flat rent expense. RATING SENSITIVITIES An upgrade would be predicated on a combination of: -- Stabilized comp trends, defined as several consecutive quarters of flattish comps; -- Modest year-over-year gross margin improvement and SG&A leverage on a sustained basis, yielding EBITDA trending from the $2 billion level in 2016 toward $2.5 billion; -- Leverage trending to the low-3.0x range, based on the above EBITDA trend and paydown of the company's $400 million term loan. Future developments that may, individually or collectively, lead to a negative rating action include continued sales weakness driving EBITDA to around $1.7 billion and adjusted leverage towards 4x. LIQUIDITY Gap has maintained strong liquidity, with an unused $500 million revolver and cash and cash equivalents of $1.4 billion as of Jan. 30, 2016. The company generated FCF after dividends of $500 million in 2015 and Fitch expects FCF to range from $400 million- $500 million annually over the next three years. Fitch expects FCF to be directed towards the repayment of the company's $400 million term loan in 2016 and towards share repurchases thereafter. The company may also use some of its excess balance sheet cash for share repurchases, but is nonetheless expected to retain sufficient cash to handle its seasonal working capital needs without having to tap its $500 million revolver maturing May 2020. FULL LIST OF RATING ACTIONS Fitch has downgraded these ratings: The Gap, Inc. -- Long-Term IDR to 'BB+' from 'BBB-'; -- $500 million senior unsecured revolving credit facility to 'BB+/RR4' from 'BBB-'; -- Senior unsecured notes to 'BB+/RR4' from 'BBB-'. The Rating Outlook is Stable. GELTECH SOLUTIONS: Obtains $150,000 Loan from President ------------------------------------------------------- GelTech Solutions, Inc., issued Mr. Michael Reger, the Company's president and principal shareholder, a $150,000 7.5% secured convertible note in consideration for a $150,000 loan on May 9, 2016, according to a regulatory filing with the Securities and Exchange Commission. The note is convertible at $0.36 per share and matures on Dec. 31, 2020. Repayment of the note is secured by all of the Company's assets including its intellectual property and inventory in accordance with a secured line of credit agreement between the Company and Mr. Reger. Additionally, the Company issued Mr. Reger 208,334 two-year warrants exercisable at $2.00 per share. All of the securities were issued without registration under the Securities Act of 1933 in reliance upon the exemption provided in Section 4(a)(2) and Rule 506(b) thereunder About GelTech Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware corporation organized in 2006. The Company markets four products: (1) FireIce(R), a water soluble fire retardant used to protect firefighters, structures and wildlands; (2) Soil2O(R) 'Dust Control', its new application which is used for dust mitigation in the aggregate, road construction, mining, as well as, other industries that deal with daily dust control issues; (3) Soil2O(R), a product which reduces the use of water and is primarily marketed to golf courses, commercial landscapers and the agriculture market; and (4) FireIce(R) Home Defense Unit, a system for applying FireIce(R) to structures to protect them from wildfires. For the year ended June 30, 2015, the Company reported a net loss of $5.51 million on $800,365 of sales compared to a net loss of $7.11 million on $814,587 of sales for the year ended June 30, 2014. As of Dec. 31, 2015, Geltech had $1.96 million in total assets, $6.44 million in total liabilities and a total stockholders' deficit of $4.48 million. The Company's auditors Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has a net loss and net cash used in operating activities in of $2,638,580 and $2,146,501, respectively, for the six months ended Dec. 31, 2015, and has an accumulated deficit and stockholders' deficit of $43,285,883 and $4,482,416, respectively, at Dec. 31, 2015. These matters raise substantial doubt about the Company's ability to continue as a going concern. GERMAN PELLETS: Hires Opportune's Gaston as CRO ----------------------------------------------- German Pellets Texas, LLC and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Bryan M. Gaston of Opportune, LLP as their Chief Restructuring Officer. Opportune will make available to the Debtors Bryan M. Gaston, a Managing Director in Opportune's Restructuring Practice to serve in the role of Chief Restructuring Officer for the Debtors. The CRO shall devote such time to the performance of his services hereunder, including onsite involvement at the Debtors' offices as necessary, as he determines appropriate in his sole discretion. The CRO will be retained by and report to the Debtors' members, managers, board of directors, or their equivalent. Subject to his business judgment and fiduciary responsibilities and with the assistance of Debtor management, the CRO: -- will assume a lead management position in guiding the Debtors through their Chapter 11 reorganization effort and the evaluation, development, negotiation, and implementation of activities surrounding such restructuring efforts; -- will determine the retention and use of other restructuring-related professionals in this case; and -- will be granted authority to evaluate, implement, and manage cost reduction, operational improvement, liquidity enhancement and capital structure optimization measures necessary to preserve and maximize the value and efficiency of the Debtors' assets. The CRO will have primary responsibility for these Reorganization Efforts: -- make restructuring process decisions -- potential sale of Debtor assets -- negotiations with stakeholders and counterparties -- the review and development of an material drafted for consumption outside the Debtors -- development of any business plan, disclosure statement or proposed plan of reorganization -- approval of any new expenditures or cash payments -- management of the financial and operational reporting processes to all constituents -- make business and financial decisions with respect to any Debtor-in-Possession or similar financing sought or in place -- make decisions with respect to the Debtors' operational and personnel -- engagement in day-to-day normal business operations -- preparations of Debtors' Schedule of Assets and Liabilities, Statements of Financial Affairs, DIP budgets, Monthly Operating Reports and cash flow forecasts -- in general, assist the Debtors in the preparation of ongoing documents and disclosures required by the Court or the Debtors' stakeholders from time to time -- make decisions with respect to all professionals engaged by, strategies developed, and activities taken by the Debtors' related to the Reorganization Efforts Mr. Gaston and the other Opportune professionals will be paid at these hourly rates: Chief Restructuring Officer $665 Director $475 Managers $425 Senior Consultants $385 Consultants $325 Opportune will also be reimbursed for reasonable out-of-pocket expenses incurred. Bryan M. Gaston, Managing Director of Opportune 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. Opportune LLP may be reached at: Bryan M. Gaston Opportune LLP 711 Louisiana Suite 1770 Houston, TX 77002 E-mail: bgaston@opportune.com Texas Pellets, Inc., based in Woodville, Texas, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 16-90126) on April 30, 2016, listing $100 million to $500 million in both assets and liabilities. The petition was signed by Anna Katherin Leibold, president and chief executive officer. German Pellets Texas, LLC, also based in Woodville, Texas, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 16-90127) on April 30, 2016, listing $10 million to $50 million in both assets and liabilities. The petition was signed by Peter H. Leibold, its chief executive officer. The cases have been jointly administered under Texas Pellets' case. Judge Bill Parker presides over the cases. William Steven Bryant, Esq., at Locke Lord LLP, serves as counsel to the Debtors. GERMAN PELLETS: Hires Searcy & Searcy as Local Co-counsel --------------------------------------------------------- German Pellets Texas, LLC seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Searcy & Searcy, P.C. as local/conflicts co-counsel. The Debtor desire to employ Searcy & Searcy to represent them as local/conflicts co-counsel with Locke Lord, LLP in the bankruptcy proceeding. Searcy & Searcy will be paid at these hourly rates: Jason R. Searcy $400 Joshua P. Searcy $275 Callan C. Searcy $200 Paraprofessionals $100 Searcy & Searcy will also be reimbursed for reasonable out-of-pocket expenses incurred. Jason Searcy 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. Searcy & Searcy can be reached at: Jason R. Searcy, Esq. Joshua P. Searcy, Esq. Callan Clark Searcy, Esq. SEARCY & SEARCY, P.C. P.O. Box 3929 Longview, TX 75606 Tel: (903) 757-3399 Fax: (903) 757-9559 E-Mail: jsearcy@jrsearcylaw.com joshsearcy@jrsearcylaw.com ccsearcy@jrsearcylaw.com Texas Pellets, Inc., based in Woodville, Texas, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 16-90126) on April 30, 2016, listing $100 million to $500 million in both assets and liabilities. The petition was signed by Anna Katherin Leibold, president and chief executive officer. German Pellets Texas, LLC, also based in Woodville, Texas, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 16-90127) on April 30, 2016, listing $10 million to $50 million in both assets and liabilities. The petition was signed by Peter H. Leibold, its chief executive officer. The cases have been jointly administered under Texas Pellets' case. Judge Bill Parker presides over the cases. William Steven Bryant, Esq., at LOCKE LORD LLP, serves as counsel to the Debtors. GFL ENVIRONMENTAL: DBRS Confirms 'B' Issuer Rating -------------------------------------------------- DBRS Limited confirmed the Issuer Rating of GFL Environmental Inc. at B. The trend remains Stable. Additionally, DBRS has downgraded the recovery rating of the Senior Unsecured Notes to RR5 and downgraded the associated instrument rating to B(low) to align the instrument rating with the RR5 recovery rating. The downgrade reflects a lower recovery caused by increased leverage, including an increase in the size of the Company's senior secured revolving credit facility. GFL previously announced that it closed an issuance of US$200 million of senior unsecured debt, in addition to the US$300 million of senior unsecured debt that was issued in February 2016, and that it used the net proceeds to repay all outstanding borrowings under its existing senior secured revolving credit facility. DBRS anticipates that the remaining cash from the issuance will be used to fund growth investments, including acquisitions, such as the recently announced acquisition of Detox Environmental Ltd. The Company has been in rapid growth mode over the last few years, mostly through debt-financed acquisitions. Additionally, GFL has been successful in retaining and winning new municipal contracts; however, the investments needed to support the new contracts have added to the Company's debt load. GFL has a highly leveraged balance sheet. Nevertheless, the Company has previously maintained its leverage as measured by adjusted debt-to-run rate EBITDA ratio (as defined by DBRS) of 5.0 times (x) to 5.5x through 2015. On a pro forma basis, the Company's current adjusted debt-to-run rate EBITDA ratio is 5.7x and, although aggressive, the leverage is acceptable for the B rating. The Company's reported operating results in 2015 were in line with DBRS's expectations, with reasonable revenue growth and improved margins; however, the increase in interest expense associated with the new debt will reduce the margin for error, increasing the financial risk going forward. DBRS also notes that the Company's $1.041 billion in acquisitions that closed in Q1 F2016 have also affected its business risk profile. The Company has further solidified its market position in Ontario and entered the Québec marketplace as well as continued to grow its soil treatment business. The pace of GFL's acquisition activities and the size of recent acquisitions have increased integration risk, despite the Company's good track record. DBRS expects the current ratings to remain stable over the short term; however, should GFL continue to fund growth through the issuance of new debt or EBITDA in newly acquired companies be below expectations, this may lead to negative rating actions. Increasing contributions from recent acquisitions and contract wins should support strong revenue growth. DBRS expects operating profit to grow faster than revenue because of strong margins in the acquired companies and benefits from continued restructuring. DBRS also expects the Company to generate modest free cash flow with positive overall cash generation as a result of the increase in equity and debt financing. Capital expenditures are expected to increase in line with earnings, but DBRS anticipates that acquisitions will slow for the remainder of the year. Pursuant to its rating criteria on recovery ratings for non-investment grade corporate issuers, DBRS has created a default scenario for GFL to analyze when and under what circumstances a default could hypothetically occur and the potential recovery of the Company’s debt in the event of such default. DBRS has determined GFL’s estimated value at default by using an EBITDA multiple valuation approach, using a 4.0x multiple of normalized EBITDA. Based on the default scenario, the Senior Unsecured Notes would have a recovery estimated between 10% and 30%, which aligns with a recovery rating of RR5; therefore, the instrument rating of the Senior Unsecured Notes is B (low), one notch lower than the Issuer Rating. GREAT LAKES: Auction Cancelled, Objections to Sale Motion Filed --------------------------------------------------------------- Great Lakes Comnet, Inc., and Comlink, L.L.C. submit to the U.S. Bankruptcy Court for the Western District of Michigan, a Notice of Cancellation of Auction and Designation of Winning Bidder. The Debtors relate that the auction was cancelled because no Qualified Bids, other than the Stalking Horse Bid, were received by the Qualified Bid Deadline. The Debtors entered into an Amended and Restated Purchase Agreement with Everstream GLC Holding Company LLC on March 13, 2016. The Debtors declared Everstream the Winning Bidder. Daniel M. McDermott, United States Trustee for Region 9's Objection to the Debtors' Bid Procedures and Sale Motion. Daniel M. McDermott, United States Trustee for Region 9, objected to the Debtors' Bid Procedures and Sale Motion. Mr. McDermott cites the following reasons, among others, for his objection: (1) The proposed sale outside of a Plan should be denied because it appears that (a) there will be no meaningful distribution to unsecured creditors; and (b) it will result in an administrative insovlency; and (2) No valid business justification exists for the sale. Merit Network Inc.'s Objection to the Debtors' Bid Procedures and Sale Motion. Merit contends that in approving the Bid Procedures, the Court ordered that “Merit Network Inc. and the U.S. Department of Commerce's objections to the sale are preserved and will be heard at the Sale Hearing" on May 10, 2016. Merit notes that no bids were received by the bid deadline and the auction was not held. "Given the foregoing, Merit relies on its Objections to the Purchase and Sale Agreement, which have been preserved, and reasserts those Objections as its Objections to the remaining relief requested in the Sales Motion and to the entry of the Proposed Sales Order for all the reasons previously stated in Merit's Objections to the Bid Procedures and Sales Motion," Merit avers. Municipal Employees' Retirement System of Michigan is represented by: Julie Beth Teicher, Esq. ERMAN, TEICHER, ZUCKER & FREEDMAN, P.C. 400 Galleria Officentre, Ste. 444 Southfield, MI 48034 Telephone: (248)827-4100 E-mail: jteicher@ermanteicher.com Great Lakes Comnet, Inc., and its affiliated debtors are represented by: Jonathan S. Green, Esq. Stephen S. LaPlante, Esq. Marc N. Swanson, Esq. MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. 150 West Jefferson, Suite 2500 Detroit, MI 48226 Telephone: (313)496-7997 Facsimile: (313)496-8478 E-mail: greenj@millercanfield.com laplante@millercanfield.com swansonm@millercanfield.com Daniel M. McDermott, United States Trustee for Region 9, is represented by: Michelle M. Wilson, Esq. OFFICE OF THE UNITED STATES TRUSTEE 125 Ottawa Ave. NW, Suite 200R Grand Rapids, Michigan 49503 Telephone: (616)456-2002, ext. 119 Merit Network, Inc., is represented by: Ryan K. Kauffman, Esq. Michael S. Ashton, Esq. FRASER TREBILCOCK DAVIS & DUNLAP, P.C. 124 W. Allegan, Suite 1000 Lansing, MI 48933 Telephone: (517)377-0881 E-mail: rkauffman@fraserlawfirm.com mashton@fraserlawfirm.com About Great Lakes Comnet East Lansing, Michigan-based Great Lakes Comnet, Inc., owns and operates a 6,500 mile fiber network serving the carrier and enterprise sectors in Michigan, with the network extending to Ohio, Indiana, Illinois, Wisconsin, and Minnesota. GLC's services include transport, dark fiber sales, cloud and datacenter operations, toll resale, toll routes, local switching, tandem switching and SS7. GLC's tandem switch is used -- in conjunction with tandem transport services provided by GLC and Westphalia Telephone Company -- to send long distance calls from the network of one telecommunications carrier to the network of another telecommunications carrier. By using the services provided by GLC and WTC, interexchange carriers such as AT&T, are able to exchange interstate long distance calls with local telecommunications service providers, namely, rural Incumbent Local Exchange Carriers and competitive LECs, located throughout Michigan, where the rural ILECs and CLECs operate "end office switches" homing on GLC's tandem switch. Comlink provides data and communication services, including dedicated ultra-high-speed bandwidth data transmission, Ethernet private line services and virtual private network services, cloud-based and colocation data center services, and data management services to Consumers Energy, several hospital systems, municipalities and state correctional facilities. Great Lakes Comnet, Inc. and Comlink, LLC filed Chapter 11 bankruptcy petitions (Bankr. W.D. Mich. Case Nos. 16-00290 and 16-00292, respectively) on Jan. 25, 2016. The petitions were signed by John Summersett as chief executive officer. The Debtors estimated both assets and debts in the range of $10 million to $50 million. The Debtors have engaged Miller Canfield Paddock & Stone PLC as counsel, Alix Partners LLP as restructuring advisors and Kurtzman Carson Consultants, LLC as claims, balloting and noticing agent. GREAT LAKES: Court Sets Schedule for Evidentiary Hearing -------------------------------------------------------- Judge John T. Gregg of the U.S. Bankruptcy Court for the Western District of Michigan, issued a Scheduling Order after Merit Network, Inc. and Debtors Great Lakes Comnet, Inc., et al., requested that the Court conduct an evidentiary hearing regarding the proposed assumption and assignment of the agreement between the Debtors and Merit. The Court's Bidding Procedures Order provided that in the event any non-debtor counterparty filed an objection to the Cure Schedule, including the amounts identified as necessary to cure any default or the proposed assumption and assignment of any executory contract or unexpired lease, a hearing was to be held on the cure amount and the proposed assumption and assignment on April 8, 2016. Merit timely filed an objection to the proposed assumption and assignment of an executory contract between the Debtors and Merit. The parties requested the hearing to be held on April 26, 2016, prior to the auction scheduled for the sale of substantially all of the Debtors' assets. Judge Gregg's Scheduling Order, contains, among others, the following relevant terms: (a) Discovery: The parties shall engage in good faith, abbreviated discovery, to the extent discovery is even needed. The parties shall complete discovery by April 19, 2016. In the event that either party believes that discovery is not being conducted in good faith, the court may be notified upon the filing of a motion. (b) Response Brief: The Debtors shall file a response to the Objection by no later than April 14, 2016 at 4:00 p.m. (c) Exhibits and Witness Lists: By no later than April 21, 2016, the parties shall (i) file with the court and serve witness lists identifying witnesses who may be called to testify at the evidentiary hearing, and (ii) file with the court and serve exhibits to be used in connection with the evidentiary hearing. On or before April 22, 2016, the parties shall meet and confer in order to stipulate, if possible, to facts and the admission of exhibits prior to the evidentiary hearing. Any objections to such exhibits must be filed by April 25, 2016 at 12:00 p.m. About Great Lakes Comnet East Lansing, Michigan-based Great Lakes Comnet, Inc., owns and operates a 6,500 mile fiber network serving the carrier and enterprise sectors in Michigan, with the network extending to Ohio, Indiana, Illinois, Wisconsin, and Minnesota. GLC's services include transport, dark fiber sales, cloud and datacenter operations, toll resale, toll routes, local switching, tandem switching and SS7. GLC's tandem switch is used -- in conjunction with tandem transport services provided by GLC and Westphalia Telephone Company -- to send long distance calls from the network of one telecommunications carrier to the network of another telecommunications carrier. By using the services provided by GLC and WTC, interexchange carriers such as AT&T, are able to exchange interstate long distance calls with local telecommunications service providers, namely, rural Incumbent Local Exchange Carriers and competitive LECs, located throughout Michigan, where the rural ILECs and CLECs operate "end office switches" homing on GLC's tandem switch. Comlink provides data and communication services, including dedicated ultra-high-speed bandwidth data transmission, Ethernet private line services and virtual private network services, cloud-based and colocation data center services, and data management services to Consumers Energy, several hospital systems, municipalities and state correctional facilities. Great Lakes Comnet, Inc. and Comlink, LLC filed Chapter 11 bankruptcy petitions (Bankr. W.D. Mich. Case Nos. 16-00290 and 16-00292, respectively) on Jan. 25, 2016. The petitions were signed by John Summersett as chief executive officer. The Debtors estimated both assets and debts in the range of $10 million to $50 million. The Debtors have engaged Miller Canfield Paddock & Stone PLC as counsel, Alix Partners LLP as restructuring advisors and Kurtzman Carson Consultants, LLC as claims, balloting and noticing agent. GREAT LAKES: MERS Objects to MERS Contract Assignment ----------------------------------------------------- Municipal Employees' Retirement System of Michigan submitted to the U.S. Bankruptcy Court for the Western District of Michigan a limited objection to the sale of Great Lakes Comnet, Inc., et al.'s assets. MERS objects to the sale of the Debtors' assets to Everstream GLC Holding Company, LLC, to the extent the Debtors and Everstream attempt to effectuate an assumption and assignment of the MERS Contract to Everstream as part of the sale. MERS relates that it is identified in the Debtors' Assumption and Assignment Notice as the counterparty to contracts with Comlink, L.L.C., and on the Cure Schedule as Account #A91919192624-R Circuit ID: COMPP1-11-00023, Contract ID MI-01006 and Account #A91919192624-R; Account ID: 171, Contract ID MI-01972 ("MERS Contract"). It further relates that the MERS Contract has a zero cure amount. MERS tells the Court that it has been advised that Everstream was the Winning Bidder. It further tells the Court that the MERS Contract, which had a term of three years, commenced in early November 2012 and expired in October or early November 2015. MERS notes that pursuant to the Master Service Agreement, the Contract is now on a month-to-month basis. It asserts that as an expired contract, the MERS Contract cannot be assigned to Everstream. MERS contends that it is required to abide by specific ethics and procurement policies which requires it, among other things, to obtain competitive bids and prohibit it from entering into a contract with any entity which may be related to a MERS employee or Board Member. MERS further contends that the MERS Contract cannot simply be assumed and assigned to Everstream, if otherwise assignable, without satisfying the contract policies by which MERS is bound. Municipal Employees' Retirement System of Michigan is represented by: Julie Beth Teicher, Esq. ERMAN, TEICHER, ZUCKER & FREEDMAN, P.C. 400 Galleria Officentre, Ste. 444 Southfield, MI 48034 Telephone: (248)827-4100 E-mail: jteicher@ermanteicher.com About Great Lakes Comnet East Lansing, Michigan-based Great Lakes Comnet, Inc., owns and operates a 6,500 mile fiber network serving the carrier and enterprise sectors in Michigan, with the network extending to Ohio, Indiana, Illinois, Wisconsin, and Minnesota. GLC's services include transport, dark fiber sales, cloud and datacenter operations, toll resale, toll routes, local switching, tandem switching and SS7. GLC's tandem switch is used -- in conjunction with tandem transport services provided by GLC and Westphalia Telephone Company -- to send long distance calls from the network of one telecommunications carrier to the network of another telecommunications carrier. By using the services provided by GLC and WTC, interexchange carriers such as AT&T, are able to exchange interstate long distance calls with local telecommunications service providers, namely, rural Incumbent Local Exchange Carriers and competitive LECs, located throughout Michigan, where the rural ILECs and CLECs operate "end office switches" homing on GLC's tandem switch. Comlink provides data and communication services, including dedicated ultra-high-speed bandwidth data transmission, Ethernet private line services and virtual private network services, cloud-based and colocation data center services, and data management services to Consumers Energy, several hospital systems, municipalities and state correctional facilities. Great Lakes Comnet, Inc. and Comlink, LLC filed Chapter 11 bankruptcy petitions (Bankr. W.D. Mich. Case Nos. 16-00290 and 16-00292, respectively) on Jan. 25, 2016. The petitions were signed by John Summersett as chief executive officer. The Debtors estimated both assets and debts in the range of $10 million to $50 million. The Debtors have engaged Miller Canfield Paddock & Stone PLC as counsel, Alix Partners LLP as restructuring advisors and Kurtzman Carson Consultants, LLC as claims, balloting and noticing agent. GREAT LAKES: Seek Substantive Consolidation of Bankruptcy Estates ----------------------------------------------------------------- Great Lakes Comnet, Inc., and Comlink, L.L.C., ask the U.S. Bankruptcy Court for the Western District of Michigan to substantively consolidate their bankruptcy estates, such that the assets and liabilities of each Debtor are treated as the assets and liabilities of both Debtors. The Debtors relate that their financial and operational relationships are intertwined and commingled and, to a major extent, they operate and have functionally operated as a single entity. The Debtors contend that it is not possible to treat each of the Debtors on a standalone basis with what, in effect, should be separate borrowing facilities, budgets and operations. They further contend that historically, this is not how the Debtors have operated or done business. The Debtors tell the Court that assets and liabilities have been commingled between them, without regard to their separate corporate identities or individual corporate purposes. The Debtors argue that it is impractical, if not impossible, to isolate, determine and segregate the individual and separate assets and liabilities of each of the Debtors and any attempt to do so would impose undue financial burdens on the estates of the Debtors to the detriment of their creditors. Great Lakes Comnet, Inc. and its affiliated Debtors are represented by: Jonathan S. Green, Esq. Stephen S. LaPlante, Esq. Ronald A. Spinner, Esq. MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. 150 West Jefferson, Suite 2500 Detroit, MI 48226 Telephone: (313)496-7997 Facsimile: (313)496-8478 E-mail: greenj@millercanfield.com laplante@millercanfield.com spinnerr@millercanfield.com About Great Lakes Comnet East Lansing, Michigan-based Great Lakes Comnet, Inc., owns and operates a 6,500 mile fiber network serving the carrier and enterprise sectors in Michigan, with the network extending to Ohio, Indiana, Illinois, Wisconsin, and Minnesota. GLC's services include transport, dark fiber sales, cloud and datacenter operations, toll resale, toll routes, local switching, tandem switching and SS7. GLC's tandem switch is used -- in conjunction with tandem transport services provided by GLC and Westphalia Telephone Company -- to send long distance calls from the network of one telecommunications carrier to the network of another telecommunications carrier. By using the services provided by GLC and WTC, interexchange carriers such as AT&T, are able to exchange interstate long distance calls with local telecommunications service providers, namely, rural Incumbent Local Exchange Carriers and competitive LECs, located throughout Michigan, where the rural ILECs and CLECs operate "end office switches" homing on GLC's tandem switch. Comlink provides data and communication services, including dedicated ultra-high-speed bandwidth data transmission, Ethernet private line services and virtual private network services, cloud-based and colocation data center services, and data management services to Consumers Energy, several hospital systems, municipalities and state correctional facilities. Great Lakes Comnet, Inc. and Comlink, LLC filed Chapter 11 bankruptcy petitions (Bankr. W.D. Mich. Case Nos. 16-00290 and 16-00292, respectively) on Jan. 25, 2016. The petitions were signed by John Summersett as chief executive officer. The Debtors estimated both assets and debts in the range of $10 million to $50 million. The Debtors have engaged Miller Canfield Paddock & Stone PLC as counsel, Alix Partners LLP as restructuring advisors and Kurtzman Carson Consultants, LLC as claims, balloting and noticing agent. GROVE PLAZA: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Grove Plaza Partners, LLC 303 Twin Dolphin Drive, Suite 600 Redwood Shores, CA 94065 Case No.: 16-30531 Type of Business: Single Asset Real Estate Chapter 11 Petition Date: May 13, 2016 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Hon. Dennis Montali Debtor's Counsel: Reno F.R. Fernandez, Esq. MACDONALD FERNANDEZ LLP 221 Sansome St. 3rd Fl. San Francisco, CA 94104 Tel: (415)362-0449 E-mail: reno@macfern.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by George A. Arce, Jr., manager. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Ace Roofing & Roofing Services $1,100 Waterproofing Systems Amor Architectural Pending Lawsuit $16,896 Corporation APM Property Property $5,737 Maintenance, Inc. Maintenance Armanino Services $1,370 Email: info@armaninollp.com Brown Rudnick LLP Legal Services $64,355 CB Commercial Commission $55,000 CBRE, Inc. Pending Lawsuit $95,000 Email: mark.thompson@com Commercial Maintenance Janitorial Services $20,000 Service Corporate Alliance Security Services $4,800 Strategies, Inc. Environmental Management Services $806 Solutions, Inc. Gil Ruiz Landscape Services $5,100 Maintenance Nadel Architects, Inc. Services $3,113 Email: danderson@nadelarc.com Ontario Municipal Utilities Co. Utility Services $9,585 PDM Development, Inc. Services $10,261 Penny Plumbing Plumbing Services $2,800 Perry Roofing, Inc. Roofing Services $5,900 Southern California Electricity $4,142 EDISON Stanley Security Solutions Security Services $2,104 Tyco Intergrated Security Services $1,211 Security LLC Tyler Lighting Electrical Services $3,526 Services Inc. HAGGEN HOLDINGS: Court Approves Walgreen Asset Purchase Agreement ----------------------------------------------------------------- Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware, approved the asset purchase agreement between debtor Haggen, Inc. and Walgreen Co. Judge Gross also authorized the sale of the Debtors' Assets free and clear of liens, claims, interests and encumbrances. Haggen, Inc. owns and operates a prescription pharmacy known as Haggen Food & Pharmacy, located at 201 37th Avenue Southeast, Puyallup, Washington. The Asset Purchase Agreement contains, among others, the following relevant terms: (1) Assets to be Purchased: Some or all of the Pharmacy's stock of prescription pharmaceutical inventory and prescription files located on the Premises. (2) Purchase Price: Shall be an amount equal to the Records Amount, plus the Inventory Amount. The Inventory Amount shall be the aggregate value of the Purchased Inventory as of the Closing Date. The value of the Inventory Amount shall not exceed $250,000. The Records Amount is equivalent to $205,000. The parties agree that the Records Amount will decrease in the event there is a reduction in the Current Volume. (3) Closing: The closing of the purchase and sale of the Purchased Assets will occur no later than three days after the date of entry of the Sale Order or another mutually agreeable date. Judge Gross held that the consideration to be paid by the Buyer under the Purchase Agreement: (i) constitutes fair and reasonable consideration for the Assets; (ii) is the highest and best offer for the Assets; (iii) will provide a greater recovery for the Debtors' estates and creditors than would be provided by any other practically available alternative; and (iv) constitutes reasonably equivalent value and fair consideration. About Haggen Holdings Headquartered in Bellingham, Washington, Haggen was founded in 1933 as a single grocery store. From 1933 to 2014, Haggen grew into a 30 store family-run grocery chain, with stores located in the northwestern United States. From 2011 to 2014, Haggen reduced its store base to 18, including a stand-alone pharmacy location. Haggen rapidly expanded in 2014 and 2015, and, as of the Petition Date, Haggen owned and operated 164 stores through three operating companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco South, LLC. Haggen Holdings, LLC, and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to 15-11879) on Sept. 8, 2015, with the intention of reorganizing, or selling as a going concern, their stores for the benefit of their creditors. The petitions were signed by Blake Barnett, the chief financial officer. The Debtors estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors' local counsel. Stroock & Stroock & Lavan LLP serves as the Debtors' general counsel. Alvarez & Marsal North America, LLC, acts as the Debtors' financial advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. In September 2015, T. Patrick Tinker, assistant U.S. trustee for Region 3, appointed seven creditors to the official committee of unsecured creditors. HAGGEN HOLDINGS: Privacy Ombudsman Recommends Transfer of Info -------------------------------------------------------------- Alan Chapell, the Consumer Privacy Ombudsman appointed for Haggen Holdings, LLC, issued a supplemental report. The Debtor seeks to transfer certain pharmaceutical prescription information to Walgreen Co. The Debtors collected "personally identifiable information" which falls under the definition of protected health information as stipulated by the Health Insurance Portability and Accountability Act of 1996. The Consumer Privacy Ombudsman's recommendation hinges on whether Purchaser meets the definition of a "Qualified Buyer." A "Qualified Buyer" means an entity that: (i) concentrates in the same business and market as Debtor; (ii) expressly agrees to be Debtor's successor-in-interest as to the customer information; (iii) agrees to be responsible for any violation of that policy following the date of purchase; and (iv) shall not disclose, sell, or transfer customers' PHI to any third party in a manner inconsistent with Debtor's Privacy Policy. If Purchaser agrees in writing to meet the definition of Qualified Buyer, the Court should approve the transfer of consumer information, including Patient PHI from Debtor to that Purchaser, provided that: a. The Purchaser agrees to be bound and meet the standards established by Debtor's Privacy Policies (e.g., the NPP); b. The Purchaser agrees to notify by, mail or e-mail (to the extent a valid e-mail address is available), each customer who has an active prescription of the sale transaction; and c. The Debtor and/or the Purchaser agree to post a notice at each pharmacy involved in a sale transaction in accordance with applicable state law advising the individuals of the transfer of their prescriptions and their right to request the transfer of their prescriptions and PHI to a pharmacy of their choice. About Haggen Holdings, LLC Headquartered in Bellingham, Washington, Haggen was founded in 1933 as a single grocery store. From 1933 to 2014, Haggen grew into a 30 store family-run grocery chain, with stores located in the northwestern United States. From 2011 to 2014, Haggen reduced its store base to 18, including a stand-alone pharmacy location. Haggen rapidly expanded in 2014 and 2015, and, as of the Petition Date, Haggen owned and operated 164 stores through three operating companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco South, LLC. Haggen Holdings, LLC, and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to 15-11879) on Sept. 8, 2015, with the intention of reorganizing, or selling as a going concern, their stores for the benefit of their creditors. The petitions were signed by Blake Barnett, the chief financial officer. The Debtors estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors' local counsel. Stroock & Stroock & Lavan LLP serves as the Debtors' general counsel. Alvarez & Marsal North America, LLC, acts as the Debtors' financial advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. In September 2015, T. Patrick Tinker, assistant U.S. trustee for Region 3, appointed seven creditors to the official committee of unsecured creditors. HECK INDUSTRIES: $300,000 Batch Plant Sale to Cajun Approved ------------------------------------------------------------ Judge Douglas D. Dodd on May 12, 2016, entered an order authorizing concrete supplier Heck Industries, Inc., to sell a cement batch plant and certain assets to Cajun Ready Mix Concrete, LLC for a lump sum cash payment of $300,000. The Debtor owns various equipment used in connection with its cement supply operations, including a cement batch plant and related assets located on property bearing municipal address 38429 LA-30, Gonzales, Louisiana 70737 ("Gonzales Batch Plant"). The Debtor agreed, through arm's-length negotiations, to sell the Gonzales Batch Plant to Cajun for a lump sum cash payment of $300,000. A copy of the Sale Order is available for free at: http://bankrupt.com/misc/Heck_94_Sale_Ord.pdf About Heck Industries Heck Industries, Inc., sought Chapter 11 protection (Bankr. M.D. La. Case No. 16-10516) on April 29, 2016, in Baton Rouge, Louisiana. Hon. Douglas D. Dodd is the case judge. The Debtor is the owner of a concrete supply business which has operated throughout Louisiana since 1957. The Debtor's chapter 11 case was precipitated by a severe strain on collection of its accounts receivable due to, among other things, unfortunate weather conditions hampering the Debtor's ability to complete numerous jobs awarded to it. The Debtor estimated $1 million to $10 million in assets and debt. The Debtor's attorneys: STEFFES, VINGIELLO & McKENZIE, L.L.C. William E. Steffes Noel Steffes Melancon Barbara B. Parsons 13702 Coursey Blvd.Building 3 Baton Rouge, LA 70817 Tel: 225-751-1751 Fax: 225-751-1998 E-mail: nmelancon@steffeslaw.com HOLOGIC INC: S&P Affirms 'BB' CCR & Revises Outlook to Positive --------------------------------------------------------------- S&P Global Ratings said it has affirmed its ratings, on medical device manufacturer Hologic Inc., including the 'BB' corporate credit rating, and revised the outlook to positive from stable. The outlook revision reflects S&P's increased confidence in the company's ability and commitment to maintaining debt leverage below 3x. Hologic has steadily decreased debt to EBITDA from leverage in excess of 4x in 2014 and stated its intention to keep this ratio under 3x. Hologic Inc. operates as a developer, manufacturer, and supplier of diagnostics products, medical imaging systems, and surgical products to serve health care needs, with a strong position in women's health. The company operates through four segments: Diagnostics, Breast Health, GYN Surgical, and Skeletal Health. Diagnostics contributed 45% of revenue in fiscal year 2015 while breast health segment made up 39% of sales. Furthermore, 61% of the business comes from consumables, 23% from capital sales, and the remainder from services. In S&P's assessment the business risk profile remains fair, despite improving operating trends, and reflects the stable revenue streams generated from its two predominant business lines. Furthermore, the company has shown an ability to increase sales, yielding an 8.7% compound annual growth rate (CAGR) since 2009. Hologic is targeting international expansion as an avenue for growth, and in S&P's view it has the experience and ability to further its footprint. The diagnostics business operates within a highly competitive environment with constant pricing pressure, although the company has a strong market share. Revenues from this segment are the highest contributor to the portfolio and materially influences overall results. The breast health segment, with over 60% U.S. market share, benefits greatly from economies of scale with respect to R&D spending, an advantage we believe will preserve its pricing power and share. With the U.S. providing a stable revenue base, S&P expects the company to continue to expand this segment internationally, where penetration rates are not as high. While the scale advantage is not the same as it is domestically, S&P expects the expansion will help the company maintain margins. In S&P's assessment, the financial risk profile is significant, characterized by leverage of 3.3x at the end of fiscal 2015 and funds from operations (FFO) to debt of about 18%. Although S&P expects Hologic to delever further to around 2.5x by fiscal year-end 2016, the company has not yet demonstrated a tolerance to sustain leverage below 3.0x. Given its large cash generation, S&P expects the company to dedicate a substantial portion of free cash flow toward paying down debt. S&P's positive outlook reflects its expectation that Hologic will continue to lower its debt levels as it generates more cash and aims to operate with a debt to EBTIDA below 3x. Given its very short track record operating at this level, S&P sees some risk to its base case that the company is committed to its lower leverage. S&P would consider a revision to a stable outlook if the company takes on another debt-financed acquisition, thereby disrupting the trajectory S&P currently sees, or if competition in the breast health segment brought margins in line with the other operating segments, thereby hurting expected EBITDA generation. An upgrade could occur in the coming year if the company stays committed to its plans of paying down debt and reducing leverage below 3x and S&P sees successive quarters of debt paydown. Over time, improved geographic or product diversification could strengthen the company's business risk, which could be an alternative path to an upgrade. This could be done through gradual organic growth and continued expansion in markets outside the U.S. or a transformative acquisition that the company funds primarily through internally generated cash. HOMER CITY: S&P Lowers CCR to 'CCC-', Off CreditWatch Negative -------------------------------------------------------------- S&P Global Ratings said it lowered its corporate credit rating on Homer City Generation L.P. to 'CCC-' from 'B-' and removed the rating from CreditWatch negative, where S&P placed it on Feb. 17, 2016. The outlook is negative. S&P also lowered the senior secured debt rating to 'CCC' from 'B+'. In addition, S&P revised the recovery rating on the senior secured debt to '2' from '1'. The '2' rating indicates expectations for substantial (70-90%; upper half of the range) recovery if a default occurs). The rating actions on Homer City stems from several factors that resulted in deteriorating credit quality. Cash on hand decreased to $25 million on Dec. 31, 2015, from $103 million on Sept. 30, 2015, resulting in a severely diminished liquidity position. The company will likely incur a significant cash flow deficit in light of weak power prices in the PJM Interconnection market, and S&P Global Ratings believes a default, distressed exchange, or redemption is inevitable within the next six months. Homer City's business risk profile has weakened to vulnerable from weak. This change reflects a diminished competitive position in the PJM market and the relative disadvantage that low natural gas prices place on coal plants with increasingly stringent emissions requirements. S&P expects demand growth to be lackluster in the PJM and in the New York Independent System Operator market, and S&P expects continued weak power prices. Depressed demand tends to affect coal-fired generation disproportionately because it affects plants' capacity factors. The negative outlook reflects S&P's view that Homer City is unlikely to meet its October 2016 debt payments given its weak liquidity position and forecast FFO deficit. S&P would likely lower the rating further if its cash flow expectations for the next few months are realized such that S&P considers default a virtual certainty. While unlikely, S&P could revise the outlook to stable or raise ratings if liquidity materially improves due to, for example, significantly better market conditions. HORSEHEAD HOLDING: Time to Remove Actions Extended Through Aug. 30 ------------------------------------------------------------------ U.S. Bankruptcy Judge Christopher S. Sontchi has extended the time within which Horsehead Holding Corp. may seek removal of actions by 120 days through and including Aug. 30, 2016. About Horsehead Holding Corp. Horsehead Holding Corp. is the parent company of Horsehead Corporation, a U.S. producer of specialty zinc and zinc-based products and a leading recycler of electric arc furnace dust; The International Metals Reclamation Company, LLC ("INMETCO"), a leading recycler of metals-bearing wastes and a leading processor of nickel-cadmium (NiCd) batteries in North America; and Zochem Inc., a zinc oxide producer located in Brampton, Ontario. Horsehead, headquartered in Pittsburgh, Pa., has seven facilities throughout the U.S. and Canada. The Debtors currently employ approximately 730 full-time individuals. Horsehead Holding Corp., Horsehead Corporation, Horsehead Metal Products, LLC, The International Metals Reclamation Company, LLC, and Zochem Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10287 to 16-10291) on Feb. 2, 2016. The petition was signed by Robert D. Scherich as vice president and chief financial officer. Judge Christopher S. Sontchi is assigned to the case. The Debtors have engaged Kirkland & Ellis LLP as general counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, RAS Management Advisors, LLC as financial advisor, Lazard Middle Market LLC as investment banker, Epiq Bankruptcy Solutions, LLC as claims and noticing agent and Aird & Berlis LLP as Canadian counsel. The Debtors disclosed total assets of $1 billion and total liabilities of $544.6 million. As of the Petition Date, the Debtors' consolidated long-term debt obligations totaled approximately $420.7 million. HYPNOTIC TAXI: DiConza Replaces W&W as Committee Counsel -------------------------------------------------------- White and Williams LLP (W&W) asks the Bankruptcy Court for approval to withdraw as counsel of record for the Official Committee of Unsecured Creditors of Hypnotic Taxi LLC and for DiConza Traurig Kadish LLP (DTK) to substitute as counsel. On March 17, 2016, the reconstituted Committee met and determined to replace W&W with DTK as counsel to the Committee. On March 28, 2016, the Committee filed an application authorizing the retention of DTK as counsel, nunc pro tunc to March 17, 2016. W&W has communicated with DTK by telephone and e-mail to bring them up to speed on the posture of the case, including the status of any pending matters, and will continue to cooperate to foster an orderly transition. W&W requests that its withdrawal as counsel to the Committee be without prejudice to its ability to apply to the Bankruptcy Court for allowance and payment of compensation and reimbursement of expenses for services rendered in connection with its engagement as counsel to the Committee, including without limitation with respect to the transition to DTK. DTK can be contacted at: DICONZA TRAURIG KADISH LLP Allen G. Kadish, Esq. Jeffrey M. Traurig, Esq. 630 Third Avenue New York, New York 10017 Tel: (212) 682-4940 E-mail: akadish@dtklawgroup.com jtraurig@dtklawgroup.com About Hypnotic Taxi Hypnotic Taxi LLC and 21 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D.N.Y. Lead Case No. 15-43300) on July 22, 2015. The petition was signed by Evgeny Freidman as sole and managing member. The Debtors are either limited liability companies or corporations organized under the laws of the State of New York. The Debtors maintain an office at 330 Butler Street, Brooklyn, New York 11217. The Debtors each own either two or three New York City Medallions issued by the New York City Taxi and Limousine Commission ("TLC") and related Taxi Vehicles. The Debtors collectively own 46 Medallions and Taxi Vehicles. Klestadt Winters Jureller Southard & Stevens LLP serves as the Debtors' counsel. Judge Carla E. Craig presides over the case. The Debtors each own either two or three medallions issued by the New York City Taxi and Limousine Commission that permit taxi services to be performed by the Debtors. Hypnotic Taxi LLC disclosed total assets of $1,941,314 and total liabilities of $2,825,401 as of the Petition Date. The U.S. Trustee for Region 2 appointed three creditors to serve on the official committee of unsecured creditors. The Committee tapped White & Williams LLP as counsel and EisnerAmper as its accountants and financial advisors. ILLINOIS POWER: Incurs $7 Million Net Loss in First Quarter ----------------------------------------------------------- Illinois Power Generating Company filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $7 million on $99 million of revenues for the three months ended March 31, 2016, compared to a net loss of $16 million on $143 million of revenues for the same period in 2015. As of March 31, 2016, Illinois Power had $1.22 billion in total assets, $1.08 billion in total liabilities and $134 million in total equity. "At March 31, 2016, our liquidity consisted of $55 million of cash on hand. Due to the ring-fenced nature of IPH and Genco, cash at the IPH and Genco entities may not be moved out of these entities without meeting certain criteria. However, cash at these entities is available to support current operations of these entities. Based on current projections as of March 31, 2016, we expect daily working capital needs and capital expenditures to be sufficiently covered by our operating cash flows and cash on hand through 2016. "We are a party to services agreements with Dynegy and certain of its subsidiaries for the provision of certain support services. Effective December 31, 2015, we amended the Services Agreements to provide that payments to Dynegy for services incurred may be deferred based on the liquidity of certain IPH subsidiaries as of the current month's end. Any deferred payments, and associated interest, will be reflected as an affiliate payable to be settled at the discretion of Dynegy or us. The amendment will be in place through 2016 and will be evaluated for extension in the fourth quarter of 2016. "As a result of continued weak energy pricing, unsold capacity volumes, on-going required maintenance and environmental expenditures, as well as consideration of a $300 million debt maturity in 2018, Dynegy management has begun a strategic review of Genco which could include restructuring our debt to achieve a more sustainable business model or transitioning ownership." A full-text copy of the Form 10-Q is available for free at: https://is.gd/sOSLSP About Illinois Power Illinois Power Generating Company is an electric generation subsidiary of Illinois Power Resources, LLC, which is an indirect wholly-owned subsidiary of Dynegy Inc. The Company is headquartered in Houston, Texas and were incorporated in Illinois in March 2000. It owns and operates a merchant generation business in Illinois. The Company has an 80 percent ownership interest in Electric Energy, Inc., which it consolidates for financial reporting purposes. EEI operates merchant electric generation facilities in Illinois and FERC-regulated transmission facilities in Illinois and Kentucky. The Company also consolidates its wholly-owned subsidiary, Coffeen and Western Railroad Company, for financial reporting purposes. Illinois Power reported a net loss of $563 million on $534 million of revenues for the year ended Dec. 31, 2015, compared to a net loss of $48 million on $648 million of revenues for the year ended Dec. 31, 2014. IMAGEWARE SYSTEMS: Incurs $2.62 Million Net Loss in First Quarter ----------------------------------------------------------------- Imageware Systems, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss available to common shareholders of $2.62 million on $1.04 million of revenues for the three months ended March 31, 2016, compared to a net loss available to common shareholders of $2.53 million on $991,000 of revenues for the same period in 2015. As of March 31, 2016, Imageware had $5.39 million in total assets, $3.75 million in total liabilities and $1.64 million in total shareholders' equity. At March 31, 2016, the Company's principal sources of liquidity consisted of cash and cash equivalents of $1,095,000, accounts receivable, net of $376,000, and available borrowings under the Lines of Credit of $5,500,000. As of March 31, 2016, the Company had negative working capital of $523,000. The Company has a history of recurring losses, and as of March 31, 2016, the Company has incurred a cumulative net loss of approximately $148,505,000. A full-text copy of the Form 10-Q is available for free at: https://is.gd/qlJgz4 About ImageWare Systems Headquartered in San Diego, California, ImageWare Systems, Inc., is a leader in the emerging market for software-based identity management solutions, providing biometric, secure credential, law enforcement and enterprise authorization. Its "flagship" product is the IWS Biometric Engine. Scalable for small city business or worldwide deployment, the Company's biometric engine is a multi- biometric platform that is hardware and algorithm independent, enabling the enrollment and management of unlimited population sizes. The Company's identification products are used to manage and issue secure credentials, including national IDs, passports, driver licenses, smart cards and access control credentials. Its law enforcement products provide law enforcement with integrated mug shot, fingerprint LiveScan and investigative capabilities. The Company also provides comprehensive authentication security software. Imageware Systems reported a net loss available to common shareholders of $9.59 million on $4.76 million of revenues for the year ended Dec. 31, 2015, compared to a net loss available to common shareholders of $7.99 million on $4.15 million of revenues for the year ended Dec. 31, 2014. IMMUCOR INC: Extends Maturity of Credit Agreement with Citibank --------------------------------------------------------------- Immucor, Inc., IVD Intermediate Holdings B Inc., the subsidiary guarantors party thereto, Citibank, N.A., as administrative agent, and the various revolving facility lenders party thereto modified the Company's senior secured credit facilities by entering into Amendment No. 6 to the credit agreement among the parties dated as of Aug. 19, 2011. The Amendment extends the maturity date under the existing revolving credit facilities and amends certain other terms of the revolving credit facilities. The margin for borrowings under the revolving credit facility remains unchanged. With respect to base rate borrowings, the margin is 2.75% and with respect to LIBOR borrowings, the margin is 3.75%. However, the Amendment imposes a 0% LIBOR floor. The Amendment extends the maturity date of the revolving credit facilities to the earlier of (i) Feb. 19, 2020, (ii) May 19, 2018, if the maturity of the term loan facility under the Credit Agreement have not been extended by such date, and (iii) 90 days prior to any maturity date of certain funded material indebtedness (which maturity date shall be no earlier than Oct. 19, 2018). Certain other Company actions would also result in a springing maturity of the revolving credit facilities as early as Aug. 20, 2017. As amended, the aggregate principal amount of the revolving credit commitments is reduced as follows: (1) effective on May 4, 2016, from $100.0 million to $80.0 million, (2) on Aug. 19, 2018, to $70.0 million, (3) on February 19, 2019, to $60.0 million and (4) on August 19, 2019, to $50.0 million. The revolving credit facilities also provide that if the existing term loan facility under the Credit Agreement is amended, then certain "most favored nations" provisions with respect to interest rate margin and negative and financial covenants will apply to the revolving credit facilities. A copy of the Sixth Amended Credit Agreement is available at: https://is.gd/R0U7ly About Immucor Founded in 1982, Immucor, Inc., a Georgia corporation, is a worldwide leader in the transfusion and transplantation in vitro diagnostics markets. The Company's products perform typing and screening of blood and organs to ensure donor-recipient compatibility. The Company's offerings are targeted at hospitals, donor centers and reference laboratories around the world. Immucor, Inc. reported a net loss of $60.72 million for the year ended May 31, 2015, a net loss of $182.25 million for the year ended May 31, 2014, and a net loss of $39.14 million for the year ended May 31, 2013. As of Feb. 29, 2016, Immucor had $1.69 billion in total assets, $1.34 billion in total liabilities and $356.62 million in total equity. INC RESEARCH: Moody's Hikes Corporate Family Rating to Ba2 ---------------------------------------------------------- Moody's Investors Service upgraded the ratings of INC Research Holdings, Inc., including the Corporate Family Rating to Ba2 from Ba3, the Probability of Default Rating to Ba3-PD from B1-PD, and senior secured credit facility to Ba2 (LGD 2) from Ba3 (LGD 3). Moody's also affirmed the Speculative Grade Liquidity Rating of SGL-1, signifying very good liquidity. The outlook is stable. "The upgrade reflects INC's growing scale, strong operating performance, and successful deleveraging," stated Jessica Gladstone, Moody's Senior Vice President. Ratings upgraded: INC Research Holdings, Inc. Corporate Family Rating to Ba2 from Ba3 Probability of Default Rating to Ba3-PD from B1-PD Senior secured revolving credit facility to Ba2 (LGD 2) from Ba3 (LGD 3) Senior secured term loan to Ba2 (LGD 2) from Ba3 (LGD 3) Ratings affirmed: Speculative Grade Liquidity Rating, SGL-1 The outlook is stable RATINGS RATIONALE The Ba2 Corporate Family Rating is supported by INC's good business execution over the last several years and strong industry-wide growth trends which support a favorable business outlook for the company. The ratings reflect solid credit metrics, including adjusted debt/EBITDA of 2.2 times and free cash flow to debt of more than 25% for the twelve month period ended March 31, 2016. The Ba2 rating is constrained by INC's modest size, both on an absolute basis -- with around $1 billion in net service revenues as well as relative to several much larger competitors within the highly competitive contract research organization industry. The rating is also constrained by risks inherent in the pharmaceutical services industry, including project cancellation risk, which can lead to volatility in revenue and cash flow. The SGL-1 rating reflects Moody's expectations for very good liquidity over the next 12-18 months, supported by strong free cash flow, an undrawn $150 million revolver and ample cushion under financial covenants. The stable rating outlook balances Moody's view that sound industry fundamentals will support continued earnings growth at INC, with the expectation that the company will remain relatively modest in size. INC's ratings could be upgraded if the company materially increases scale while maintaining good customer diversity, and sustains debt to EBITDA below 2.0 times. Moody's could downgrade INC's ratings if the company experiences very weak net new business or elevated project cancellations, such that Moody's expects earnings to decline. Further, large acquisitions or debt-funded share repurchases such that Moody's expects debt to EBITDA to be sustained above 3.0 times could lead to a downgrade. INC Research is a leading global contract research organization providing outsourced research and development services for pharmaceutical and biotechnology companies. INC's main area of focus is late-stage clinical trials. The company is publicly traded, but 24% owned by private equity firms Avista Capital Partners and Ontario Teachers' Pension Plan. Net service revenues for the twelve months ended March 31, 2016 approximated $952 million. INSURANCE PROFESSIONALS: Case Summary & 8 Unsecured Creditors ------------------------------------------------------------- Debtor: The Insurance Professionals, Inc. 9343 East Bahia Drive Scottsdale, AZ 85260 Case No.: 16-05391 Chapter 11 Petition Date: May 12, 2016 Court: United States Bankruptcy Court District of Arizona (Phoenix) Debtor's Counsel: Jonathan P. Ibsen, Esq. CANTERBURY LAW GROUP, LLP 14300 N Northsight Blvd., Suite 129 Scottsdale, AZ 85260 Tel: 480-240-0040 Fax: 480-656-5966 E-mail: jibsen@edwardsandcherney.com jibsen@clgaz.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Shane Powell, vice president & secretary. A list of the Debtor's eight largest unsecured creditors is available for free at http://bankrupt.com/misc/azb16-05391.pdf IOWA FERTILIZER: S&P Lowers Rating on $1.194BB Financing to 'B+' ---------------------------------------------------------------- S&P Global Ratings lowered its rating on Iowa Finance Authority's $1.194 billion tax-exempt financing to 'B+' from 'BB-' and placed the rating on CreditWatch with negative implications. The bonds are issued for Iowa Fertilizer Co. (IFCo). The secured bonds consist of three tranches maturing between 2019 and 2025. Project revenues of the obligor, IFCo, service the bonds. "The downgrade follows IFCo's announcement that first production of ammonia is delayed a further five months from the anticipated May 2016 start," said S&P Global Ratings credit analyst Aneesh Prabhu. It also is based on S&P's review of the project's financing plan and reassessment of the project's funding needs and sources. The rating action affects nearly $1.2 billion of debt. Project construction progress and funding adequacy continue to remain S&P's primary focus at this time because of cost escalation to date and the construction timetable tracking behind schedule compared with budgets. Even before this downgrade, the construction phase had been the ratings constraint. Sponsor OCI N.V has provided IFCO up to $150 million financing in the form of a deeply subordinated shareholder loan. The loan is backed by an irrevocable standby letter of credit (SBLC) from J.P. Morgan International Bank Ltd. in favor of OCI issued solely for the purposes of supporting IFCo's funding requirements. Based on the current schedule, S&P views that this incremental $150 million as sufficient to meet the project's incremental requirements to bring the plant online for the anticipated September/October 2016 start. However, S&P's assessment assumes that about $60 million of funds from the DSRA will also be drawn for purposes of upcoming debt service; this weakens the project's liquidity during construction. A bondholder consent solicitation is being sought per the financing agreement, which will also include bondholders waiving the right to block DSRA draw on June 1, 2016. "While we see a waiver as likely given OCI's willingness to provide additional funding to the project criteria, we have revised our assessment of construction funding sources to negative given the additional financing and expected DSRA usage. Specifically, we assess additional funding availability as certain (risk of parent support available when required is low) instead of highly certain (support is available on demand when required). Given that IFCo is a valuable asset in the merger transaction announced between OCI and CF Industries last year, we believe both the companies remain strongly committed to the project, though, under our project finance criteria, we do not ascribe any specific benefit as a result of this commitment," S&P said. As of March 2016, the project was overall about 95% complete. Construction, which remains the critical path and includes pre-commissioning activities, is about 95.26% complete. The delay largely results from lost labor hours due to severe weather, low productivity by two subcontractors, and change orders that are typical of large, complex projects such as this. The project is now about 11-months delayed compared to its original schedule and S&P estimates that its costs are now about $400 million higher than its original estimate of $1.8 billion. The current CreditWatch listing pertains specifically to construction delays and financing needs. The ratings will remain on CreditWatch pending a potential consent solicitation and receipt of bondholder waivers. S&P will likely resolve the CreditWatch over the next six to eight weeks when S&P has greater visibility into the likely timeline for COD. If S&P's ongoing review concludes that construction sources are insufficient, S&P will likely lower ratings. Depending on the extent of shortfall, S&P could lower ratings to as low as 'B-'. Nonetheless, S&P believes IFCo is the pivotal asset in the combination agreement with CF Industries Holdings Inc., under which OCI will combine its European, North American, and global distribution businesses with CF Holdings under a newly formed holding company domiciled in the Netherlands. S&P notes that the cost of building a similarly sized facility in the U.S. is nearly $1 billion higher than IFCo's revised costs. S&P's operations phase SACP is 'bb'. Should the project successfully complete its construction phase and go into production at expected availability levels, S&P will likely raise the ratings. IRONGATE ENERGY: S&P Lowers CCR to 'CCC-', Outlook Negative ----------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Irongate Energy Services LLC to 'CCC-' from 'CCC+'. The outlook is negative. At the same time, S&P lowered the issue-level rating on the company's outstanding senior secured notes to 'CCC-' from 'CCC+'. The recovery rating on the notes remains '4', reflecting S&P's expectation of average (30% to 50%; lower half of the range) recovery to creditors in the event of a payment default. The downgrade reflects S&P's expectation that the company will continue to face very challenging market conditions in 2016 leading to weak liquidity as a result of the effects of persistently low oil and natural gas prices and the declining U.S rig count. With availability under the company's asset-backed lending facility severely limited by declining receivables and potential covenant breaches, the company may need to use available cash to fund operating deficits, leaving few options available to make interest payments on the company's outstanding senior secured notes in July 2016 and beyond. Irongate's vulnerable business risk profile primarily reflects the very small size and scale of its operations, susceptibility to price competition, and exposure to the cyclical and often volatile spending levels of oil and gas exploration and production companies. The company comprises two major business units: rental equipment (76% of revenue in 2015) and tubular services. The rental unit provides equipment and services such as drill string components and surface pressure control equipment to oil and gas companies. While the company offers both onshore and offshore services in Mexico, approximately 88% of revenues are generated in the U.S. The highly leveraged financial risk reflects that core ratios have materially weakened over the past 12 months. The assessment also reflects Irongate's 92% ownership by financial sponsor Clearlake Capital. "The negative outlook reflects our view that the prolonged slump in oil and natural gas prices in 2016 will continue to affect operating results such that the likelihood of default or debt restructuring is greatly increased over the next six months," said S&P Global Ratings credit analyst Aaron McLean. JAZZ ACQUISITION: S&P Affirms 'B' CCR, Outlook Stable ----------------------------------------------------- S&P Global Ratings said that it affirmed all of its ratings on Jazz Acquisition Inc., including S&P's 'B' corporate credit rating, on May 9, 2016. The outlook is stable. "The affirmation reflects our belief that Jazz's credit metrics, although currently very weak, will improve gradually over the next 12-24 months as the company works through its current operational challenges and contributions from its new contracts and recent acquisitions increase its revenue and earnings," said S&P Global credit analyst Tennille Lopez. S&P believes that the company's debt-to-EBITDA metric will decline to less than 8x in 2016 from more than 9x in 2015. However, S&P revised its assessment of the company's business risk profile to reflect that its operating profitability has been weaker than anticipated since S&P first rated the company in 2014 and to reflect S&P's belief that it may take some time for its profitability to materially improve. The stable outlook on Jazz reflects S&P's expectation that the company's revenue and earnings will improve modestly as it benefits from its recent acquisitions and focuses on fixing its operational challenges. The company should also benefit from the ongoing strength of the commercial aerospace market and the airlines' focus on finding low-cost solutions. Jazz benefits from its customers' focus on low-cost solutions given that its PMA parts business provides parts at lower prices than the original equipment manufacturers (OEMs). These trends should improve the company's credit ratios over the next 12-18 months. S&P could lower its ratings on Jazz over the next year if the company is unable to improve its operations, because of the current challenges it faces, and it experiences weaker-than-expected commercial aftermarket demand. Although less likely, S&P could downgrade Jazz if debt-financed acquisitions or dividends cause its debt-to-EBITDA metric to remain above 9x and its FFO-to-debt ratio to remain below 4% and we do not expect either metric to improve. S&P views an upgrade as unlikely in the near term. The company's private-equity ownership and the potential for debt-financed acquisitions, dividends, or other transactions that could significantly increase its leverage reduce the possibility that S&P would upgrade the company under its current ownership structure. JUMIO INC: Files Schedules of Assets and Liabilities ---------------------------------------------------- Jumio Inc. filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $62,047,532 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $15,765,819 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-Priority Claims $542,624 ----------- ----------- Total $62,047,532 $16,308,443 A copy of the schedules is available for free at: https://is.gd/E3Zemx About Jumio Headquartered in Palo Alto, California, Jumio is an online and mobile identity management and credentials authentication company. Its customers include, among others, Airbnb, United Airlines, WorldRemit, EasyJet, and Duolingo. Jumio has operations in the United States, Europe and India. Jumio employs 43 individuals. Jumio Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-10682) on March 21, 2016. The petition was signed by Stephen Stuut, the CFO. The Debtor estimated assets in the range of $1 million to $10 million and debts of up to $50 million. The Hon. Brendan Linehan Shannon is the case judge. The Debtor engaged Landis Rath & Cobb LLP as bankruptcy counsel, Wilmer Cutler Pickering Hale and Dorr LLP as special corporate counsel, Ernst & Young LLP as financial advisor; Sagent Advisors, LLC as investment banker; Cooley LLP as special SEC counsel and Rust Consulting/Omni Bankruptcy as claims and noticing agent. KDA GROUP: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: KDA Group, Inc. Four Gateway Center 444 Liberty Avenue, Suite 1100 Pittsburgh, PA 15222 Case No.: 16-21821 Chapter 11 Petition Date: May 12, 2016 Court: United States Bankruptcy Court Western District of Pennysylvania (Pittsburgh) Judge: Hon. Gregory L. Taddonio Debtor's Counsel: Donald R. Calaiaro, Esq. CALAIARO VALENCIK 428 Forbes Ave., Suite 900 Pittsburgh, PA 15219 Tel: 412-232-0930 Fax: 412-232-3858 E-mail: dcalaiaro@c-vlaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Nicholas D. E. Barran, authorized representative. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/pawb16-21821.pdf KEELEY AND GRABANSKI: Haslam Attorney Awarded $12K in Fees, Costs ----------------------------------------------------------------- Judge Thad J. Collins of the United States Bankruptcy Court for the District of North Dakota awarded $12,150 in fees and $144 in costs to Donald Haslam, attorney for the Chapter 7 Trustee in the case captioned IN RE KEELEY AND GRABANSKI LAND PARTNERSHIP, Chapter 7, Debtor, Bankruptcy No. 10-31482 (Bankr. D.N.D.). The Trustee previously hired Haslam to bring a cause of action to trial in Texas state court. Haslam brought the action to trial and procured a judgment. He then filed an interim application for compensation in the bankruptcy court, seeking $17,275.00 in fees and $144.00 in costs and asking that they be paid as a cost of administration in the bankruptcy case. The Trustee objected to and sought a reduction of Haslam's fees, arguing that the fees should be reduced because they: are out of proportion with the $25,000 recoverable for the estate; are for work that was unnecessary or unauthorized; include billing for clerical work; include billing for services rendered before the court approved Haslam's employment; include billing for time that was not included in an interim accounting; and contain excessive minimum charges. The Trustee asserted that a fee award of $7,500 is proper. Judge Collins found that Haslam's bill is for necessary, authorized, and reasonable work. The judge, however, reduced the bill for work performed before the court approved Haslam's employment, for time that was not included in the interim accounting, and for clerical work. A full-text copy of Judge Collins' March 31, 2016 order and memorandum is available at http://is.gd/L0ugOtfrom Leagle.com. Keeley and Grabanski Land Partnership is represented by: DeWayne Johnston, Esq. JOHNSTON LAW OFFICE 221 S. Fourth St. Grand Forks, ND 58201 Tel: (701)775-0082 Fax: (701)775-2230 Email: dewayne@wedefendyou.net John Keeley is represented by: Jack P. Dwyer, Esq. DWYER LAW OFFICE PLLC 1605 E. Capitol Ave. Bismarck, ND 58501 Tel: (701)223-4232 Fax: (701)223-4645 -- and -- Sean T. Foss, Esq. KENNELLY & O'KEEFFE, LTD. 720 Main Ave. Fargo, ND 58103 Tel: (701)235-8000 Fax: (701)235-8002 Email: sean@okeeffeattorneys.com Kip M. Kaler, Trustee, is represented by: Matthew Golden, Esq. COCHRAN & GOLDEN 723 Main St. Texarkana, TX 75501 Tel: (903)791-0439 -- and -- George Donald Haslam Jr. THE HASLAM LAW FIRM, PLLC 3131 McKinney Ave., Suite 600 Dallas, TX 75201 Tel: (469)333-7055 Fax: (888)541-9780 Email: dhaslam@alumni.uchicago.edu -- and -- Daylen D. Ramstad, Esq. JOHNSTON, RAMSTAD & MOTTINGER, PLLP 15 South 9th Street Fargo, ND 58103 Tel: (701)645-3030 Fax: (701)235-8906 -- and -- Jason R Searcy, Esq. SEARCY & SEARCY, P.C. 446 Forest Square Longview, TX 75605 Tel: (903)757-3399 Fax: (903)757-9559 Email: jsearcy@jrsearcylaw.com Robert B. Raschke, U.S. Trustee, is represented by: Sarah J. Wencil, Esq. OFFICE OF THE U.S. TRUSTEE 300 South Fourth Street, Suite 1015 Minneapolis, MN 55402 Tel: (612)334-1350 Fax: (612)3335-4032 About Keeley and Grabanski Land Partnership Thomas Grabanski, a North Dakota farmer, and his wife Mari filed a personal Chapter 11 bankruptcy petition (Bankr. D. N.D. Case No. 10-30902) on July 22, 2010. DeWayne Johnston, Esq., at Johnston Law Office, represents the Grabanskis in their Chapter 11 case. The Grabanskis estimated assets between $1 million and $10 million, and debts between $10 million and $50 million. On July 23, 2010, Mr. Grabanski signed a Chapter 11 petition for Grabanski Grain LLC (Bankr. D. N.D. Case No. 10-30924). DeWayne Johnston, Esq., also represents Grabanski Grain. The Debtor is estimated to have assets and debts of $1 million to $10 million. Former owners, John and Dawn Keely, in December 2010 forced the partnership Keeley and Grabanski Land Partnership in Texas into Chapter 11. The former owners filed an involuntary Chapter 11 bankruptcy petition against the partnership (Bankr. D. N.D. Case No. 10-31482) on Dec. 6, 2010. Kenneth Corey-Edstrom, Esq., at Larkin Hoffman Daly & Lindgren Ltd., represents the petitioner. The Bankruptcy Court granted the order for relief on January 7, 2011, and Kip Kaler was appointed as the Chapter 11 Trustee on April 5, 2011. The U.S. Bankruptcy Appellate Panel for the Eighth Circuit later affirmed the Bankruptcy Court's order appointing a trustee in Keeley and Grabanski Land Partnership's involuntary Chapter 11 case. Kip M. Kaler, Chapter 11 trustee of Keeley and Grabanski Land Partnership, won authority to employ Kaler Doeling Law Office as counsel. The case was converted to Chapter 7 on October 11, 2011. Kip Kaler continued to act as trustee in the Chapter 7 case. Keeley and Grabanski Land Partnership in Texas -- since 2009 doing business as Grabanski Land Partnership -- was formed in 2007 for Texas farming operations between farmers Thomas Grabanski and John Keeley of Grafton, N.D., and their wives. K&G Land, along with a separate farming partnership, operated more than 10,000 acres of corn and sunflowers from 2007 to 2009 in two locations in Texas near the towns of Blossom and DeKalb. In separate, related lawsuits, the Grabanskis face several "adversarial" lawsuits, filed by certain creditors. The creditors who filed suits include Crops Production Services Corp., AgCountry Farm Credit Services, and PHI Financial. KIRWAN OFFICES: Creditors Reject Lynch's Motion to Intervene ------------------------------------------------------------ Petitioning Creditors Lapidem Ltd. and Mascini Holdings Limited submitted to the U.S. Bankruptcy Court for the Southern District of New York, their Objection and Memorandum to the Motion and Memorandum filed by Stephen Lynch, which sought to intervene in the proceedings on Kirwan Offices S.A.R.L.'s behalf, and also sought dismissal, abstention or a stay of the proceedings. "Kirwan's only asset is a Russian subsidiary, OOO Promneftstroy ("PNS"). Kirwan owns 100% of PNS's equity. In 2007, the Petitioners and certain other parties came together to make an investment through Kirwan and PNS: the acquisition of 100% of the shares of Yukos Finance in an auction by the bankruptcy estate of its parent company, OAO Yukos Oil Company ("Yukos Oil"). On August 15, 2007, PNS won the auction with a bid of $309 million. The Petitioners... funded the entire purchase price through loans to Kirwan. Kirwan in turn loaned the proceeds to PNS. Those loan remain unpaid. Following the auction, PNS quickly and unexpectedly became embroiled in litigation with entities connected to the former shareholders and management of Yukos Oil... Over the ensuing years, related highly complex litigation has been filed... The litigation has lasted over eight years... To this day, PNS still has not succeeded in acquiring clear title to the shares of Yukos Finance," the Creditors contend. The Creditors tell the Court that PNS's litigation adversaries have recently made an offer to finally and fully settle the litigation for an amount equal to approximately $137.5 million. The Creditors believe that it is in Kirwan's best interest to accept this offer. While the offer is far less than the debts that Kirwan owes, the Creditors believe that the resolution of the litigation for the settlement amount is in Kirwan's and its stakeholders' best interests. The Creditors contend that Stephen Lynch has actively interfered with settlement efforts in order to obtain a payday for himself. They further contend that Mr. Lynch has argued that he, as the general director of PNS, has sole authority to control the litigation. The Creditors tell the Court that Mr. Lynch took the same position in the pre-petition arbitration and lost on that very issue. They further tell the Court that the arbitrator determined that control over the litigation is vested exclusively in Kirwan, not Mr. Lynch, and that Richard Deitz of VR Capital, is authorized to explore possible settlement with the parties' adversaries in the litigation. "It is time to bring the litigation to an end. It is necessary to do so in a forum with the power to bind all parties. Further arbitration would be useless: it would be limited only to addressing intractable governance and collateral disputes. And, in any event, Mr. Lynch seems to ignore the arbitrator's rulings that do not suit him. Accordingly, while a $137.5 million settlement is over $200 million less than the Petitioners' total claims against Kirwan, the Petitioners are prepared to propose a plan that implements the settlement and pursuant to which the Petitioners will ensure that all creditors and administrative claimants, other than the Petitioners, will be paid in full," the Creditors aver. Lapidem Ltd. and Mascini Holdings Limited are represented by: Jay M. Goffman, Esq. Mark A. McDermott, Esq. Suzanne Lovett, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Four Times Square New York, NY 10036 Telephone: (212)735-3000 E-mail: jay.goffman@skadden.com mark.mcdermott@skadden.com suzanne.lovett@skadden.com KRONOS WORLDWIDE: Fitch Lowers IDR to 'B+', Outlook Stable ---------------------------------------------------------- Fitch Ratings has downgraded the Issuer Default Ratings of Kronos Worldwide, Inc. (NYSE: KRO) and its wholly owned subsidiary, Kronos International, Inc. to 'B+' from 'BB-'. The Rating Outlook is Stable. The downgrade reflects a longer than expected downturn in the TiO2 market that has resulted in the company generating consistently negative free cash flow (FCF), which Fitch expects will likely continue over the medium term. Additionally, Kronos' liquidity position is likely to remain weaker than previously expected owing to weak TiO2 fundamentals that have limited the company's available borrowings under its two revolving credit facilities, particularly its European revolver, which has restrictive financial covenants. While Fitch believes the recently announced price increases by major producers signals a bottom in the market, there is still uncertainty regarding the future dynamics of the TiO2 industry given the potential for pricing pressure from customers and producer's tendency to feed into the boom and bust cycles of the past. The possibility of continued volatility in the TiO2 market will likely cap Kronos' IDR at its current level for the foreseeable future. KEY RATING DRIVERS Volatile Industry Conditions: As a pure-play TiO2 producer, Kronos is highly sensitive to the volatility of the TiO2 market. This volatility has led to large swings in the company's Fitch-calculated EBITDA over the past four years, which, combined with annual dividend payments around $70 million, has resulted in consistently negative FCF that has weakened the company's liquidity and pressured its credit metrics. Fitch does expect Kronos' credit profile to strengthen in 2016 on the back of announced price increases that seem to have generally taken root and growing demand from increased construction activity. Supply rationalization should also help balance the TiO2 market with top producers such as Chemours, Huntsman and Tronox all announcing capacity closures/idlings in the past 12-18 months. However, in Fitch's view uncertainty remains for future producer economics and the overall dynamics of the TiO2 industry. Pricing could be relatively more disciplined going forward now that top producers such as Chemours operate as standalone entities. However, the industry will likely still be highly sensitive to stocking and de-stocking trends as customers substitute lower quality pigments when prices rise beyond their ability to pass through. TiO2 producers have tended to produce at capacity while prices are rising and then curtail production and drop prices to move inventory when pricing overshoots. Additionally, the planned capacity expansion of Chemour's Altamira facility, which will bring 200k tonnes of annual capacity online by mid-2016, as well as uncertainty regarding future capacity in China, could lead to continued supply pressure in the TiO2 market. Fitch does note, however, that Chemours intends to offset the increase in production from the Altamira expansion with idlings at certain other of its facilities. Exposure to Raw Material Prices: Kronos is exposed to third-party suppliers for at least 75% of its feedstock requirements. While Fitch believes these markets are well supplied and cost pressure has abated, production is fairly concentrated and margins would become pressured should markets tighten. The company supplies all of its European sulfate needs internally through its ilmenite mines in Norway. However, it purchases chloride process grade slag and natural rutile ore as well as ilmenite for its Canadian sulfate plant under long-term supply contracts. Concentrated Market: The global TiO2 market is relatively concentrated among a handful of top producers. Fitch estimates the Top 6 accounted for around 55-60% of global capacity in 2015. While Kronos believes it has leading market positions in both Europe and North America, the company has limited ability to impact market dynamics, generally leaving market-moving actions to bigger names such as Chemours and Huntsman. Despite management's belief that it is the largest TiO2 producer in Europe, the company's EBITDA generation has been limited the past two years, which has restricted borrowings under its European facility due to the facility's financial covenants. Modest Debt Load: Fitch views Kronos' current debt load as modest when compared against normalized EBITDA generation and projects leverage will likely fall below 3.0x in 2016 and likely continue to decline through 2019. Additionally, the company's upcoming maturity payments are light, limited to the amortization of its term loan. The term loan is collateralized by, among other things, a first priority lien on 100% of the common stock of certain of Kronos Worldwide's U.S. wholly-owned subsidiaries, 65% of the common stock of its Canadian subsidiary and certain first-tier European subsidiaries, and a $395.7 million unsecured promissory note issued by Kronos Worldwide's wholly-owned subsidiary, Kronos International, Inc. to Kronos Worldwide. The facility is also collateralized by a second priority lien on all of the U.S. assets which collateralize the company's North American revolving credit facility. The term loan has no ongoing financial maintenance covenants. RECOVERY ANALYSIS For issuers with IDRs at 'B+' and below Fitch performs a recovery analysis for each class of obligations of the issuer. Fitch used a going concern EBITDA of $100 million for its recovery analysis and a 5x multiple, which results in a calculated enterprise value in a distressed scenario of around $500 million. Fitch's going concern EBITDA reflects the volatile and highly competitive nature of the TiO2 industry, which, in a stress scenario, would likely lead to pricing pressure that would shrink Kronos' earnings. Using these calculations, Fitch has affirmed Kronos Worldwide Inc.'s ABL facility and Kronos International Inc.'s revolving facility at 'BB+/RR1'. Fitch calculates that both facilities would have outstanding recovery prospects (91%-100%) in a distressed scenario given their first priority lien on working capital. Fitch has affirmed Kronos Worldwide Inc.'s term loan at 'BB-' but has revised the recovery rating to 'RR3' from 'RR4'. Fitch believes the instrument will have good recovery prospects (51%-70%) in a distressed scenario. The revised Recovery Rating reflects Fitch's assumption that drawings under Kronos' first-lien European facility would likely be limited in a distressed scenario due to covenant restrictions, increasing the projected recovery proceeds the term loan would receive. KEY ASSUMPTIONS -- Realization of announced price increase spread over Q2 and Q3 of 2016 leading to slightly negative TiO2 price realizations year over year for 2016/2015; -- Continued positive momentum in TiO2 prices through 2019 leading to EBITDA margins trending up from the mid to high single digits in 2016 to the mid-teens by 2019; -- Utilization rates at management guidance leading to an increase in year over year sales volumes in 2016 and relatively flat thereafter; -- CapEx and dividend payments consistent with historical results. RATING SENSITIVITIES Positive - No upgrades are currently contemplated given the historical volatility of the TiO2 market and Kronos' lack of diversification as a pure-play producer of the pigment. Negative - Future developments that may, individually or collectively, lead to negative rating actions include: -- Continued volatility in the TiO2 market leading to expectations of sustained negative FCF generation and volatile EBITDA margins; -- Material debt-funded dividend payments or acquisition activity. LIQUIDITY Continued pricing pressure in the TiO2 market reduced Kronos' liquidity in the past year, with cash dropping from nearly $170 million in 2014 to just under $60 million in as of March 31, 2016. The weak pricing environment has also reduced the borrowing base for the company's $125 million North American ABL revolver and limited drawings under the EUR120 million European facility due to covenant restrictions. At March 31, 2016, Kronos reported that it had around $79.1 million available under the North American facility and would only be able to draw up to approximately EUR6.7 million ($7.5 million) under the European revolver before tripping the facility's financial covenants. While Fitch expects the available amount under the North American facility to increase as TiO2 prices recover, Fitch believes available drawings under the European revolver will remain restricted and estimates the company has not drawn on the facility in either of the last two years. The North American revolver at Kronos Worldwide is secured by receivables and inventory in North America. The facility has a 1.1:1.0 minimum fixed charge covenant at such times as availability is less than 10% but no other maintenance financial covenants. The European revolver is secured by the accounts receivable and inventory of the borrowers (European operating subsidiaries of Kronos International). The facility expires in September 2017 and has a net secured debt to EBITDA maximum covenant of 0.7x and net debt to equity minimum covenant of 0.50 to 1 which is calculated at the operating subsidiary level. Outside of its two revolving credit facilities, which both mature in 2017, Kronos' only other notable maturity is its term loan due 2020. FULL LIST OF RATING ACTIONS Fitch has taken these rating actions: Kronos Worldwide, Inc. -- IDR downgraded to 'B+' from 'BB-'; -- ABL Revolver affirmed at 'BB+/RR1'; -- Senior secured term loan affirmed at 'BB-', Recovery Rating revised to 'RR3' from 'RR4'. Kronos International, Inc. -- IDR downgraded to 'B+' from 'BB-'; -- Senior secured revolving credit facility affirmed at 'BB+/RR1'. The Rating Outlook is Stable. LA CUADRA L.L.C.: Case Summary & Unsecured Creditor --------------------------------------------------- Debtor: La Cuadra, L.L.C. 11621 Drexel Street Omaha, NE 68137 Case No.: 16-80761 Chapter 11 Petition Date: May 13, 2016 Court: United States Bankruptcy Court District of Nebraska (Omaha Office) Judge: Hon. Thomas L. Saladino Debtor's Counsel: Bruce C. Barnhart, Esq. BARNHART LAW OFFICE 12100 W Center Rd, Suite 519 Omaha, NE 68144 Tel: (402) 934-4430 Fax: (402) 384-1109 Email: bruce@barnhart-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Claudia Josefina Newton, manager. The Debtor listed Great Western Bank as its largest unsecured creditor holding a claim of $18,069. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/neb16-80761.pdf LAKE MATHEWS: Case Summary & 17 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Lake Mathews Mineral Properties, LTD 1 World Trade Center, Suite 800 Long Beach, CA 90831 Case No.: 16-16363 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: May 13, 2016 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Neil W. Bason Debtor's Counsel: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Blvd 6th Fl Beverly Hills, CA 90212-2929 Tel: 310-271-6223 Fax: 310-271-9805 E-mail: michael.berger@bankruptcypower.com Total Assets: $2.50 million Total Liabilities: $2.24 million The petition was signed by Steven Winstead, senior vice president and general manager. A list of the Debtor's 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb16-16363.pdf LAWRENCE SCHIFF: Ch 11 Trustee Hires EisnerAmper as Fin'l Advisor ----------------------------------------------------------------- William G. Schwab, Chapter 11 Trustee for the estate of Lawrence Schiff Silk Mills, Inc., seeks permission from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to to retain EisnerAmper LLP as financial advisor, nunc pro tunc to May 2, 2016. EisnerAmper will, among other things, provide these services: a. assessment of the Debtor's cash flow requirements, including the preparation and maintenance of short-term cash flow projections and reporting, as required; b. development, preparation, and presentation of operating plans and financial projections, as agreed upon; c. preparation of reports and compliance reporting, as required; d. assistance with analysis and reconciliation of financial information as requested by the Chapter 11 Trustee and counsel; e. development of a plan of restructuring, including a sale process pursuant to Section 363 of the Bankruptcy Code and its associated due diligence processes; f. participation in court hearings and, if necessary, provide expert testimony in connection with any hearing before the Court regarding the case; and g. perform other tasks as appropriate and may be requested by the Chapter 11 Trustee and counsel for the Chapter 11 Trustee. EisnerAmper will bill at its normal hourly rates and the principal individuals at the firm designated to represent the Chapter 11 Trustee, and their current hourly rates, are: Edward A. Phillips, Partner $540 Ryan W. Farley, Manager $310 Partners/Principals $440-$620 Directors $365-$520 Managers/Senior Managers $240-$445 Paraprofessionals/Staff $125-$295 Edward A. Phillips, a partner at EisnerAmper, assures the Court that the firm doens't have any connections as contemplated by Bankruptcy Rule 2014(a). Neither EisnerAmper nor any employee at the firm holds or represents an interest adverse to the Chapter 11 Trustee or the Debtor's estate. Neither EisnerAmper nor any employee of the firm is a creditor, an equity security holder, or an insider of the Debtor. About Lawrence Schiff Silk Mills Founded in 1918 and headquartered in Quakertown, PA, Lawrence Schiff Silk Mills, Inc.'s primary business was the manufacturing of ribbons, bows, ties, straps, webbing and over 500 additional woven, fabricated materials for more than 1,000 customers worldwide. LSSM served the global industrial, apparel, military, medical, packaging and hospitality markets. On April 5, 2016, Pyramid Realty Group, LP, Aero Energy and Grant Industries, Inc. filed an involuntary petition under Chapter 11 of the U.S. Bankruptcy Code pursuant to Sec. 303 of the Bankruptcy Code against Lawrence Schiff Silk Mills (Bankr. E.D. Pa. Case No. 16-12396). Pyramid is owned by Richard J. Schiff, who holds a minority equity stake in Debtor, owns RJLS Enterprises, Inc., and owns or owned the Debtor's predecessor entities. On April 22, 2016, upon agreement between the Debtor and the Petitioning Creditors, the Court entered a Consent Order for Relief in Involuntary Chapter 11 Case. The Consent Order granted relief to Debtor under Chapter 11 of the Bankruptcy Code as of the Relief Date. The Petitioning Creditors are represented by Jeffrey Kurtzman, Esq., at Kurtzman Steady LLC. William G. Schwab has been appointed the Chapter 11 Trustee for the estate of Lawrence Schiff Silk Mills. LAWRENCE SCHIFF: Ch 11 Trustee Retains Klehr Harrison as Counsel ---------------------------------------------------------------- William G. Schwab, Chapter 11 Trustee for the estate of Lawrence Schiff Silk Mills, Inc., asks for authorization from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to retain Klehr Harrison Harvey Branzburg LLP as bankruptcy counsel, nunc pro tunc to May 2, 2016. Klehr Harrison will: a. advise the Chapter 11 Trustee with respect to his rights, powers, and duties in this case; b. take all necessary action to protect and preserve the Debtor's estate, including, without limitation, the prosecution of actions no its behalf, defense of any actions commenced against the Debtor, the negotiations concerning all litigation and disputes in which the Debtor is involved, and review, analysis and objections to claims filed against the Debtor's estate; c. prepare and file all necessary motions, applications, answers, orders, reports and papers in connection with the administration of the Debtor's estate; and d. perform all other necessary legal services in connection with the case. Klehr Harrison will bill at its normal hourly rates (Partners: $360-$710; Associates: $230-$425; Paralegals: $150-$240). The principal attorneys at Klehr Harrison designated to represent the Chapter 11 Trustee, and their current hourly rates, are: Richard M. Beck, Partner $595 Corinne Samler Brennan, Associate $325 Richard M. Beck, Esq., a partner at Klehr Harrison, assures the Court that the firm doesn't have any connections, as contemplated by Bankruptcy Rule 2014(a). Neither Klehr nor any attorney at the firm holds or represents an interest adverse to the Chapter 11 Trustee or the Debtor's estate. Neither Klehr Harrison nor any attorney at the firm is a creditor, an equity security holder, or an insider of the Debtor. About Lawrence Schiff Silk Mills Founded in 1918 and headquartered in Quakertown, PA, Lawrence Schiff Silk Mills, Inc.'s primary business was the manufacturing of ribbons, bows, ties, straps, webbing and over 500 additional woven, fabricated materials for more than 1,000 customers worldwide. LSSM served the global industrial, apparel, military, medical, packaging and hospitality markets. On April 5, 2016, Pyramid Realty Group, LP, Aero Energy and Grant Industries, Inc. filed an involuntary petition under Chapter 11 of the U.S. Bankruptcy Code pursuant to Sec. 303 of the Bankruptcy Code against Lawrence Schiff Silk Mills (Bankr. E.D. Pa. Case No. 16-12396). Pyramid is owned by Richard J. Schiff, who holds a minority equity stake in Debtor, owns RJLS Enterprises, Inc., and owns or owned the Debtor's predecessor entities. On April 22, 2016, upon agreement between the Debtor and the Petitioning Creditors, the Court entered a Consent Order for Relief in Involuntary Chapter 11 Case. The Consent Order granted relief to Debtor under Chapter 11 of the Bankruptcy Code as of the Relief Date. The Petitioning Creditors are represented by Jeffrey Kurtzman, Esq., at Kurtzman Steady LLC. William G. Schwab has been appointed the Chapter 11 Trustee for the estate of Lawrence Schiff Silk Mills. LEGAL CREDIT: Taps Estrella LLC as Bankruptcy Counsel ----------------------------------------------------- Legal Credit Soutions, Inc., asks for permission from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Paul Hammer, Esq., and the law firm of Estrella, LLC, as bankruptcy counsel. The Debtor isn't sufficiently familiar with the law to be able to plan and conduct the proceedings without competent legal counsel. Mr. Hammer -- phammer@estrellallc.com -- an attorney in the law firm of Estrella, tells the Court that the firm has agreed to represent the Debtor on the basis of a $18,000 retainer fee, against which the firm will bill at the rate of $200 per hour, plus expenses, for work performed or to be performed by Mr. Hammer and the attorneys of the law firm, and $75 per hour, for paralegal services. Mr. Hammer assures the Court that Estrella is a disinterested person or entity, as defined in 11 U.S.C. Section 101(14), since neither its attorneys, nor any other person associated with the firm is a Debtor's creditor, equity security holder or insider, and does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor or for any other reason. Headquartered in Guaynabo, Puerto Rico, Legal Credit Solutions, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 16-03685) on May 6, 2016, estimating its assets at up to $50,000 and its liabilities at between $1 million and $10 million. The petition was signed by Mrs. Yahairie Tapia, president. Judge Brian K. Tester presides over the case. Paul James Hammer, Esq., at Estrella, LLC, serves as the Debtor's bankruptcy counsel. LEN-TRAN INC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Len-Tran, Inc. dba Turner Tree & Landscape 2504 64th Street Court East Bradenton, FL 34208 Case No.: 16-04145 Chapter 11 Petition Date: May 13, 2016 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Elena P Ketchum, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, P.A. 110 E. Madison St., Suite 200 Tampa, FL 33602 Tel: 813-229-0144 Fax: 813-229-1811 E-mail: eketchum.ecf@srbp.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Darrell Turner, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb16-04145.pdf LEVEL 3 COMMUNICATIONS: S&P Raises CCR to 'BB', Outlook Stable -------------------------------------------------------------- S&P Global Ratings said that it raised its corporate credit rating on Broomfield, Colo.-based Level 3 Communications Inc. to 'BB' from 'BB-'. The rating outlook is stable. At the same time, S&P raised its issue-level rating on Level 3's senior secured debt at wholly owned subsidiary Level 3 Financing Inc. to 'BB+' from 'BB'. The recovery rating on this debt remains '2', which indicates S&P's expectation for substantial (70%-90%; upper half of the range) recovery of principal in the event of a payment default. S&P also raised its issue-level rating on the company's unsecured debt, including the unsecured notes at wholly owned subsidiary, to 'B+' from 'B'. The recovery rating on this debt remains '6', which indicates S&P's expectation for negligible (0%-10%) recovery of principal in the event of a payment default. "The upgrade reflects Level 3's solid operating and financial performance, which has resulted in improved credit metrics. Adjusted debt to EBITDA declined to about 3.9x as of March 31, 2016, from around 4.8x a year earlier due to EBITDA growth," said S&P Global Ratings credit analyst Scott Tan. "Moreover, we expect that leverage will continue to improve over the next year such that it remains below 4x, based on the company's stated leverage target of 3x-4x." The stable rating outlook reflects S&P's expectation that the company will continue to grow revenue and EBITDA over the next year from customer growth and the upselling of its existing customer base to new IP-based telecommunications products and services, as well as cost synergies from the TW Telecom acquisition, such that adjusted leverage remains below 4x on a sustained basis. S&P could lower its corporate credit rating on Level 3 if weaker economic conditions or increased competition leads to higher churn and pricing pressure that causes core revenue declines, such that adjusted leverage rises above 4x on a sustained basis. S&P could also lower the rating if the company pursues a more aggressive financial policy, resulting in leverage above the 4x area. An upgrade is highly unlikely, given the company's stated financial policy, which includes a net leverage target in the 3x-4x range. Level 3 would need to maintain adjusted leverage in the high-2x area on a sustained basis for us to consider an upgrade. S&P could also raise the rating if the company increases its market share, grow revenues in the high-single-digit percentage area, and improve EBITDA margins to around the 40% area. LEVEL ACRES: Case Summary & 12 Unsecured Creditors -------------------------------------------------- Debtor: Level Acres, LLC 2129 Stannards Rd. Wellsville, NY 14895 Case No.: 16-10964 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: May 13, 2016 Court: United States Bankruptcy Court Western District of New York (Buffalo) Judge: Hon. Carl L. Bucki Debtor's Counsel: Mike Krueger, Esq. DIBBLE & MILLER, P.C. 55 Canterbury Rd. Rochester, NY 14607 Tel: 585-271-1500 Fax: 585-271-0118 E-mail: mjk@dibblelaw.com Total Assets: $939,000 Total Liabilities: $2.60 million The petition was signed by Kevin P. Clark, sole member. A list of the Debtor's 12 largest unsecured creditors is available for free at http://bankrupt.com/misc/nywb16-10964.pdf LIFEPOINT HEALTH: S&P Assigns 'BB-' Rating on $400MM Sr. Notes -------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level and '4' recovery ratings to LifePoint Health Inc.'s $400 million senior unsecured note issuance. The '4' recovery rating on the notes indicates S&P's expectation for average (30% to 50%; in the lower half of the range) recovery in a default scenario. S&P's existing ratings on LifePoint, including the 'BB-' corporate credit rating, are unchanged. The new notes will rank pari passu with LifePoint's existing term loan and bond debt. Lifepoint's secured debt is only secured by the capital stock of its subsidiaries, which S&P don't attribute significant value to in a default. Therefore, S&P treats this debt as effectively unsecured and on par with the unsecured notes. LifePoint intends to use the proceeds from the issuance, together with cash on hand, to redeem its $400 million 6.625% senior notes due 2020. S&P's 'BB-' corporate credit rating reflects its view that LifePoint's focus on rural markets will expose it to the inherent economic weaknesses of such markets. Although the company operates 72 hospitals in 22 states, it has generated slower organic revenue relative to its peers due to slower economic growth rates in the markets where it operates. As with all health care service companies, S&P views reimbursement risk as significant for LifePoint, although the increased insurance coverage under the Affordable Care Act helps reduce the number of uninsured patients. Collectively, these factors support S&P's assessment of a weak business risk profile. S&P's ratings on LifePoint also reflect S&P's view that leverage will average between 3.5x and 4x, and funds from operations to debt will remain in the low- to mid-20% range for the next few years, which is consistent with a significant financial risk profile. S&P also expects LifePoint to generate at least $300 million in free operating cash flows per year; however, S&P thinks LifePoint will remain acquisitive and prioritize shareholder returns over debt repayment. RATINGS LIST LifePoint Health Inc. Corporate credit rating BB-/Stable/-- New Rating $400 mil senior unsecured notes due 2024 BB- Recovery rating 4 LINN ENERGY: Material Terms of Restructuring Support Agreement -------------------------------------------------------------- Prior to the filing of the bankruptcy petitions, Linn Energy, LLC, and its debtor affiliates entered into a restructuring support agreement with certain holders collectively holding or controlling at least 66.67% by aggregate outstanding principal amounts under (i) the Company's Sixth Amended and Restated Credit Agreement, dated as of April 24, 2013, and (ii) Berry's Second Amended and Restated Credit Agreement, dated as of Nov. 15, 2010. The Restructuring Support Agreement sets forth, subject to certain conditions, the commitment of the Debtors and the Consenting Creditors to support a comprehensive restructuring of the Debtors' long-term debt. The Restructuring Transactions will be effectuated through one or more plans of reorganization to be filed in the Chapter 11 cases. The Restructuring Support Agreement provides that the Consenting Creditors will support the use of the LINN Debtors' and Berry's cash collateral under specified terms and conditions, including adequate protection terms. Certain principal terms of the Plan are outlined below: * Claims under the LINN Credit Facility will receive participation in a new Company $2.2 billion reserve-based and term loan credit facility and payment of the remainder of claims under the LINN Credit Facility (if any) in cash or, to the extent not viable, a later-agreed-upon alternative consideration. * The Company's 12.00% Senior Secured Second Lien Notes due December 2020 will be allowed as a $2 billion unsecured claim consistent with the settlement agreement, dated April 4, 2016, entered into between the Company and certain holders of the LINN Second Lien Notes. * Unsecured claims against the LINN Debtors, including under the LINN Second Lien Notes and the Company's unsecured notes, will convert to equity in the reorganized Company or reorganized LinnCo in to-be-determined allocations. * The Restructuring Support Agreement contemplates that Berry will separate from the LINN Debtors under the Plan. Claims under the Berry Credit Facility will receive participation in a new Berry exit facility, if any, and a to-be-determined allocation of equity in reorganized Berry. * Unsecured claims against Berry, including under Berry's unsecured notes, will receive a to-be-determined allocation of New Berry Common Stock up to the full amount of Berry's unencumbered collateral and/or collateral value in excess of amounts outstanding under the Berry Credit Facility. * Cash payments under the Plan may be funded by rights offerings or other new third party investments. The Restructuring Support Agreement contemplates that Berry may undertake a marketing process for the opportunity to sponsor its Plan. * All existing equity interests of the Company, LinnCo and Berry will be extinguished without recovery. The New LINN Exit Facility will consist of (i) a term loan in the amount of $800 million and (ii) a revolving loan in the initial amount of $1.4 billion. The New LINN Term Loan will mature on the earlier of June 30, 2021, or the day prior to the fourth anniversary of the date of emergence from bankruptcy, with interest payable at LIBOR plus 7.50% and amortized principal payments payable quarterly, beginning March 31, 2017. The New LINN Revolving Loan will be composed of two tranches as follows: (a) a Conforming Tranche with an initial amount of $1.2 billion subject to the Borrowing Base, and (b) a Non-Conforming Tranche with an initial amount of $200 million. The Conforming Tranche will mature on the earlier of June 30, 2021, or the day prior to the fourth anniversary of the Closing Date, with an interest rate of LIBOR plus 3.50%. The Non-Conforming Tranche will mature on the earlier of Dec. 31, 2020, or the day prior to the date that is three years and six months after the Closing, with an interest rate of LIBOR plus 5.50%. The New LINN Exit Facility is subject to a variety of other terms and conditions including conditions precedent to funding, financial covenants and various other covenants and representations and warranties. The Plan will provide for the establishment of a customary management incentive plan at the Company and Berry under which no less than 10% of the New LINN Common Stock and New Berry Common Stock, respectively, will be reserved for grants made from time to time to the officers and other key employees of the respective reorganized entities. The Plan will provide for releases of specified claims held by the Debtors, the Consenting Creditors, and certain other specified parties against one another and for customary exculpations and injunctions. The Restructuring Support Agreement obligates the Debtors and the Consenting Creditors to, among other things, support and not interfere with consummation of the Restructuring Transactions and, as to the Consenting Creditors, vote their claims in favor of the Plan. The Restructuring Support Agreement may be terminated upon the occurrence of certain events, including the failure to meet specified milestones relating to the filing, confirmation, and consummation of the Plan, among other requirements, and in the event of certain breaches by the parties under the Restructuring Support Agreement. The Restructuring Support Agreement is subject to termination if the effective date of the Plan has not occurred within 250 days of the filing of the Bankruptcy Petitions. There can be no assurances that the Restructuring Transactions will be consummated. A copy of the Restructuring Support Agreement is available for free at https://is.gd/dDLPcy About Linn Energy Headquartered in Houston, Texas, Linn Energy, LLC and its affiliates are independent oil and natural gas companies. The LINN Debtors and Berry are operationally integrated. The Debtors' workforce, which is not unionized, includes approximately 1,650 employees. Collectively, as of year-end 2015, the Debtors have approximately 27,000 gross productive wells in the United States, including in California, Colorado, Illinois, Kansas, Louisiana, Michigan, New Mexico, North Dakota, Oklahoma, Texas, Utah, and Wyoming. As of year-end 2015, the Debtors had approximately 4.5 trillion cubic feet equivalent of proved reserves, of which approximately 26 percent were oil, 59 percent were natural gas, and 15 percent were natural gas liquids. The Debtors also own and operate pipelines, processing facilities, and steam generators to support their production activities. Michael C. Linn, a director on the Linn Energy and LinnCo boards, founded LINN Energy in 2003. Since then, the Debtors have grown from a small operator of natural gas wells into one of the largest independent oil and gas companies in the United States. Over the ensuing period, the Debtors carried out over 60 acquisitions and other transactions with a total value of approximately $17 billion. In December 2013, the Debtors acquired Berry in a stock-for-stock transaction valued at approximately $4.6 billion, inclusive of Berry’s net funded debt. To effectuate the transaction, LinnCo acquired all of Berry's outstanding shares in exchange for the issuance of LinnCo shares, and Berry's pre-acquisition funded debt remained outstanding. Each of Linn Energy, LLC and 14 of its subsidiaries filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Proposed Lead Case No. 16-60040) on May 11, 2016. The petitions were signed by Arden L. Walker, Jr., chief operating officer of LINN Energy. The Debtors listed total assets of $11.61 billion and total debts of $8.27 billion as of March 31, 2016. The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Jackson Walker L.L.P. as co-counsel, Lazard Freres & Co. LLC as financial advisor, AlixPartners as restructuring advisor and Prime Clerk LLC as claims, notice and balloting agent. The cases are pending joint administration before Judge David R. Jones. LIQUIMETAL TECHNOLOGIES: Incurs $9.17 Million Net Loss in Q1 ------------------------------------------------------------ Liquidmetal Technologies, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss and comprehensive loss of $9.17 million on $168,000 of total revenue for the three months ended March 31, 2016, compared to a net loss and comprehensive loss of $2.48 million on $26,000 of total revenue for the same period in 2015. As of March 31, 2016, Liquidmetal had $13.6 million in total assets, $10.94 million in total liabilities, $7.12 million in redeemable common stock and a total shareholders' deficit of $4.44 million. "The Company anticipates that its current capital resources, when considering expected losses from operations, will be sufficient to fund the Company's operations through the middle of 2017. The Company has a relatively limited history of producing bulk amorphous alloy components and products on a mass-production scale. Furthermore, the ability of future contract manufacturers to produce the Company's products in desired quantities and at commercially reasonable prices is uncertain and is dependent on a variety of factors that are outside of the Company's control, including the nature and design of the component, the customer's specifications, and required delivery timelines. These factors will likely require that the Company make further equity sales under the 2016 Purchase Agreement, raise additional funds by other means, or pursue other strategic initiatives to support its operations beyond the middle of 2017. There is no assurance that the Company will be able to make equity sales under the 2016 Purchase Agreement or raise additional funds by other means on acceptable terms, if at all. If the Company were to make equity sales under the 2016 Purchase Agreement or to raise additional funds through other means by issuing securities, existing shareholders will be diluted. If funding is insufficient at any time in the future, the Company may be required to alter or reduce the scope of its operations or to cease operations entirely. Uncertainty as to the outcome of these factors raises substantial doubt about the Company's ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://is.gd/XpdsM8 About Liquidmetal Technologies Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies, Inc., and its subsidiaries are in the business of developing, manufacturing, and marketing products made from amorphous alloys. Liquidmetal Technologies markets and sells Liquidmetal(R) alloy industrial coatings and also manufactures, markets and sells products and components from bulk Liquidmetal alloys that can be incorporated into the finished goods of its customers across a variety of industries. The Company also partners with third- party licensees and distributors to develop and commercialize Liquidmetal alloy products. Liquidmetal reported a net loss and comprehensive loss of $7.31 million on $125,000 of total revenue for the year ended Dec. 31, 2015, compared to a net loss and comprehensive loss of $6.55 million on $603,000 of total revenue for the year ended Dec. 31, 2014. SingerLewak LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, stating that the Company has suffered recurring losses from operations, has negative cash flows from operations and has an accumulated deficit. This raises substantial doubt about the Company's ability to continue as a going concern. LMR DOORS: Hires Nicolas A. Wong Law Offices as Bankruptcy Counsel ------------------------------------------------------------------ LMR Doors & Windows, Inc., seeks permission from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Nicolas A. Wong Law Offices as bankruptcy counsel. The Debtor is not sufficiently familiar with the law to be able to plan and conduct the proceedings herein without competent legal counsel. The Debtor has retained the Firm as its counsel in these proceedings subject to the approval of the Court in accordance to Rule 2014 of the Federal Rules of Bankruptcy Procedure, on the basis of a $6,800 retainer, against which the law firm will bill on the basis of $225 per hour, for work performed or to be performed by Nicolas A. Wong, Esq.; $150 per hour for any associate, and $85 for paralegals, upon application(s) and the approval of the Court. Nicolas A. Wong, Esq., a principal at the Firm, assures the Court that the Firm is are disinterested persons, as defined in 11 U.S.C. Section 101(14) since the Firm is not a creditor of the Debtor, nor an equity security holder or insider, and doesn't have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor or for any other reason. LMR Doors & Windows, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 16-09161) on March 11, 2016. Nicolas A. Wong, Esq., at Wong Law Offices serves as the Debtor's bankruptcy counsel. LPATH INC: Reports $1.94 Million Net Loss for First Quarter ----------------------------------------------------------- LPath, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.94 million on $9,608 of revenues for the three months ended March 31, 2016, compared to a net loss of $2.77 million on $783,901 of total revenues for the same period in 2015. As of March 31, 2016, LPath had $9.66 million in total assets, $906,096 in total liabilities and $8.76 million in total stockholders' equity. As of March 31, 2016, the company had cash and cash equivalents totaling $7.0 million. "We may also receive limited additional funding from future awards of grants from NIH or DoD. As they are currently planned, however, we do not believe that our existing cash resources will be sufficient to meet our operating plan for the full 12 month period after the date of this filing. To help extend our operating window, we have reduced our headcount and limited our research and product development activities. Based on our current plans and available resources, we believe we can maintain our current operations through the end of the third quarter of 2016. We estimate that at September 30, 2016 the costs to wind-down our operations in an orderly manner would be approximately $2.5 million. As a result, to continue to fund our ongoing operations, including our drug discovery and development projects, beyond the third quarter of 2016, we would need to secure significant additional capital. Moreover, our expenses may exceed our current plans and expectations, which would require us to secure additional capital or wind-down our operations sooner than anticipated." A full-text copy of the Form 10-Q is available for free at: https://is.gd/E7qvaw About LPath San Diego, Calif.-based Lpath, Inc. is a biotechnology company focused on the discovery and development of lipidomic-based therapeutics, an emerging field of medical science whereby bioactive lipids are targeted to treat human diseases. LPath reported a net loss of $10.01 million on $1.59 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $16.55 million on $5.08 million of total revenues for the year ended Dec. 31, 2014. Moss Adams LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses and negative operating cash flows raise substantial doubt about the Company's ability to continue as a going concern. MARCLAY EMS: Hires David E. Priest as Accountant ------------------------------------------------ Marclay EMS, Inc., successor to Marclay Community Ambulance, Inc., asks for authorization from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Certified Public Accountant, David E. Priest, of McClure and Wolf, LLP, of Uniontown, PA, to assist with accounting needs and payroll services, and potential payroll tax preparation, income tax preparation and some management and computer consulting. The professional services that Mr. Priest and McClure and Wolf will render include: a. preparation of bi-weekly payrolls; b. preparation of the quarterly payroll taxes; and c. future accounting work as becomes necessary. Mr. Priest is requesting to be paid an hourly rate of $82 per hour for Certified Public Accountants. Mr. Priest assures the Court that he has no connection with the Debtor, creditors, or any other parties in interest in this case, or their respective attorneys or accountants, that he is a disinterested person and does not hold or represent an interest adverse to the bankruptcy estate with respect to the matters on which he is proposed to be employed. Mr. Priest can be reached at: David E. Priest, CPA - Partner McClure & Wolf, LLP Certified Public Accountants 538 Morgantown Street Uniontown, PA 15401-5412 Tel: (724) 437-2000 Fax: (724) 438-8566 E-mail: dpriest@mcclurewolfcpas.com Marclay EMS, Inc. Successor to Marclay Community Ambulance, Inc., filed for a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-21671) on May 2, 2016. Among the creditors identified in this case are the Internal Revenue Service and Pennsylvania Department of Revenue related to pre and post petition tax issues. Additionally, the Debtor intends to continue operation of business with a number of employees. The Debtor is represented by: Daniel R. White, Esq. ZEBLEY MEHALOV & WHITE, P.C. 18 Mill Street Square P.O. Box 2123 Uniontown, PA 15401 Tel: (724) 439-9200 Fax: (724) 439-8435 E-mail: dwhite@Zeblaw.com MARIA VISTA: Suit vs. Mi Nipomo, Costa Pacifica Dismissed --------------------------------------------------------- Judge Peter H. Carroll of the United States Bankruptcy Court for the Central District of California, Northern Division, granted the motions filed by defendants Mi Nipomo, LLC, and Costa Pacifica Estates Homeowners Association to dismiss Maria Vista Estates' first amended complaint. On December 29, 2015, Mi Nipomo and Costa Pacifica removed to the Bankruptcy Court for the Central District of California, Case No. 15 CV 0600, Maria Vista Estates v. Mi Nipomo, LLC, et al., which was filed in the Superior Court of California, County of San Luis Obispo, on November 4, 2015, pursuant to 28 U.S.C. sections 1331, 1334, 1441, and 1452 and FRBP 9027. Remand having been denied, Nipomo and Costa Pacifica then sought dismissal of the First Amended Complaint for Declaratory Relief and to Quiet Title filed by the plaintiff, Maria Vista Estates, the debtor in a chapter 7 case, pursuant to F.R.Civ.P. 12(b)(6). Judge Carroll dismissed Maria Vista Estates' complaint without leave to amend. The bankruptcy case is In re: MARIA VISTA ESTATES, a California General Partnership, Chapter 7, Debtor, Case No. 9:07-bk-10362-PC (Bankr. C.D. Cal.). The adversary proceeding is MARIA VISTA ESTATES, a California General Partnership, Plaintiff, v. MI NIPOMO, LLC, a Delaware limited liability company, COSTA PACIFICA ESTATES HOMEOWNERS ASSOCIATION, a California corporation, Defendants, Adversary No. 9:15-ap-01096-PC (Bankr. C.D. Cal.). A full-text copy of Judge Carroll's April 13, 2016 memorandum is available at http://is.gd/IWQnBLfrom Leagle.com. Maria Vista Estates is represented by: Roy E. Ogden, Esq. 656 Santa Rosa St San Luis Obispo, CA 93401 Tel: (805)544-5600 Mi Nipomo, LLC is represented by: Patricia H. Lyon, Esq. Penelope Parmes, Esq. TROUTMAN SANDERS LLP 5 Park Plaza, Suite 1400 Irvine, CA 92614 Tel: (949)622-2700 Fax: (949)622-2739 Email: penelope.parmes@troutmansanders.com MAUDORE MINERALS: Makes Assignment of Property Under BIA -------------------------------------------------------- George Fowlie, Chairman of the Board, Interim Chief Executive Officer and Interim Chief Financial Officer of Maudore Minerals Ltd. ("Maudore" or the "Corporation"), on May 16 disclosed that Maudore has made, under the Bankruptcy and Insolvency Act ("BIA"), an assignment of its property to a trustee for the benefit of its creditors generally. Deloitte Restructuring Inc., which has been acting as the monitor of the proceedings under the Companies' Creditors Arrangement Act in respect of the corporation, has agreed to act as bankruptcy trustee. At a meeting of the Board of Directors of Maudore held on May 16, 2016, the directors of Maudore passed a resolution to cause the Corporation to make an assignment under the BIA in light of the fact that the Corporation has no access to funds to continue operations. Following that meeting, the Corporation made an assignment under the BIA and is bankrupt effective May 16. About Maudore Minerals Ltd. Maudore is a Quebec-based junior gold company with more than 13 exploration projects. One of these projects is at an advanced stage of development with reported current and historical resources and mining. MIDSOUTH GOLF: May Sell Property Free of Maintenance Covenant ------------------------------------------------------------- Judge Stephani W. Humrickhouse of the United States Bankruptcy Court for the Eastern District of North Carolina, New Bern Division, held that a covenant imposing on Midsouth Golf, LLC, an affirmative obligation to maintain and operate the recreational amenities on its property, does not run with the land, and the property could be sold free and clear of that covenant. Before proceeding with the confirmation of the debtor MidSouth Golf, LLC's Amended Plan, the court deemed it prudent to resolve first the issue of whether a covenant (the "maintenance covenant") imposing on the debtor an affirmative obligation to maintain and operate the recreational amenities on its property is a real covenant that "runs with the land" and, if so, whether that means, as argued by creditor Fairfield Harbor Property Owners Association, Inc., that under no theory can the maintenance covenant be stripped from the property in connection with a sale of it within the debtor's amended Chapter 11 plan. Judge Humrickhouse determined that the maintenance covenant is not a real covenant and does not run with the land. Alternatively, Judge Humrickhouse found that even if the maintenance covenant was a real covenant, MidSouth may seek to establish during confirmation that the doctrine of changed circumstances applies. The judge's familiarity with this matter also leads him to expect that MidSouth probably will be successful in that effort, in which event the court will permit MidSouth to sell the property free of the maintenance covenant within its confirmed chapter 11 plan. Also to be determined in confirmation is the amount of Fairfield's claim. The case is IN RE: MIDSOUTH GOLF, LLC, Chapter 11, DEBTOR, Case No. 13-07906-8-SWH (Bankr. E.D.N.C.). A full-text copy of Judge Humrickhouse's March 29, 2016 order is available at http://is.gd/3H8tf8from Leagle.com. Midsouth Golf, LLC is represented by: Jason L. Hendren, Esq. Rebecca F. Redwine, Esq. HENDREN REDWINE & MALONE, PLLC 4600 Marriott Drive, Suite 150 Raleigh, NC 27612 Tel: (919)420-7867 Fax: (919)420-0475 Email: jhendren@hendrenmalone.com rredwine@hendrenmalone.com MILLER BRANGUS: Hires Dunham Hildebrand as Bankruptcy Counsel ------------------------------------------------------------- Miller Brangus LLC seeks authorization from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Dunham Hildebrand, PLLC, to represent the Debtor as counsel in this case. A hearing on the motion is set for June 14, 2016, at 9:00 a.m. On Sept. 24, 2015, the Debtor applied to this Court to approve the employment of Emerge Law PLC as counsel. On the petition date and at the time of Emerge Law's employment application, undersigned counsel Griffin S. Dunham acted as primary counsel for the Debtor. Mr. Dunham has since started the Firm and has continued to represent the Debtor. The Debtor assures the Court that there is absolutely no conflict between Emerge Law and the Firm, and the Debtor's transition to the Firm was seamless by agreement of all the parties. The Firm will, among other things: a. render legal advice with respect to the rights, powers and duties of the Debtor in the management of its property; b. investigate and, if necessary, institute legal action on behalf of the Debtor to collect and recover assets of the estate of the Debtor; c. prepare all necessary pleadings, orders and reports with respect to this proceeding and to render all other legal services as may be necessary or proper herein; d. assist and counsel the Debtor in the preparation, presentation and confirmation of its disclosure statement and plan of reorganization; e. represent the Debtor in any forum as may be necessary to protect the interests of the Debtor; and f. perform all other legal services that may be necessary and appropriate in the general administration of this estate. The Firm's current standard hourly rates are: Members and Counsel $250-$300 Paralegals $150 With the Debtor's consent, Emerge Law transferred to the Firm the remainder of the $15,000 retainer being held for services performed in connection with this case. The Firm proposes to continue holding this Retainer as security for payment of fees accrued in connection with the representation of the Debtor. Mr. Dunham, a member at the Firm, assures the Court that the Firm, and its members and associates represent no interest adverse to the Debtor or to the estate in matters upon which they are to be engaged. Mr. Dunham says that it is believed, and therefore represented, that the Firm is disinterested within the meaning of 11 U.S.C. Sections 101(14) and 327. Mr. Dunham can be reached at: Griffin S. Dunham, Esq. Henry E. Hildebrand, Esq. IV DUNHAM HILDEBRAND, PLLC 1704 Charlotte Avenue, Suite 105 Nashville, Tennessee 37203 Tel: (615) 933-5850 E-mail: griffin@dhnashville.com Headquartered in Franklin, Tennessee, Miller Brangus LLC filed for Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 15-05524) on Aug. 11, 2015, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by David Doyle Miller, member. Judge Keith M Lundin presides over the case. MORGANS HOTEL: Accommodations Acquisition Reports 7.1% Stake ------------------------------------------------------------ In an amended Schedule 13D filed with the Securities and Exchange Commission, Accommodations Acquisition Corporation and Vector Group Ltd. disclosed that as of May 9, 2016, they beneficially own 2,459,788 shares of common stock of Morgans Hotel Group Co. representing 7.1 percent based upon 34,764,261 shares of common stock outstanding as of April 1, 2016, as reported in the Company's proxy statement. A copy of the regulatory filing is available for free at https://is.gd/WGCBJ8 About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. Morgans Hotel reported net income attributable to common stockholders of $5.45 million on $220 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $66.6 million on $234 million of total revenues for the year ended Dec. 31, 2014. As of March 31, 2016, Morgans Hotel had $518.02 million in total assets, $736.75 million in total liabilities and a total deficit of $218.73 million. MORGANS HOTEL: Incurs $13.4 Million Net Loss in First Quarter ------------------------------------------------------------- Morgans Hotel Group Co. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q a net loss attributable to common stockholders of $13.4 million on $51.02 million of total revenues for the three months ended March 31, 2016, compared to a net loss attributable to common stockholders of $16.7 million on $53.3 million of total revenues for the same period in 2015. As of March 31, 2016, Morgans Hotel had $518 million in total assets, $737 million in total liabilities and a total deficit of $219 million. As of March 31, 2016, the Company had approximately $11.9 million in cash and cash equivalents. The Company also had $15.3 million of restricted cash as of March 31, 2016, which consisted primarily of cash held in escrow accounts for debt service or lease payments, capital expenditures, insurance programs, and taxes. A full-text copy of the Form 10-Q is available for free at: https://is.gd/GlznnP About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. Morgans Hotel reported net income attributable to common stockholders of $5.45 million on $220 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $66.6 million on $234 million of total revenues for the year ended Dec. 31, 2014. MORGANS HOTEL: Pine River Reports 9% Stake as of May 10 ------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Pine River Capital Management L.P. and Brian Taylor disclosed that as of May 10, 2016, they beneficially own 3,139,668 shares of common stock of Morgans Hotel Group Co. representing 9 percent of the shares outstanding. A copy of the regulatory filing is available at https://is.gd/iv2dcZ About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. Morgans Hotel reported net income attributable to common stockholders of $5.45 million on $220 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $66.6 million on $234 million of total revenues for the year ended Dec. 31, 2014. As of March 31, 2016, Morgans Hotel had $518.02 million in total assets, $736.75 million in total liabilities and a total deficit of $218.73 million. MORGANS HOTEL: Ronald Burkle Reports 26.4% Stake as of May 9 ------------------------------------------------------------ In an amended Schedule 13D filed with the Securities and Exchange Commission, Ronald W. Burkle, et al., disclosed that as of May 9, 2016, they beneficially own 12,522,367 shares of common stock of Morgans Hotel Group Co. representing 26.4 percent of the shares outstanding. A copy of the regulatory filing is available for free at https://is.gd/rIlBdu About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. Morgans Hotel reported net income attributable to common stockholders of $5.45 million on $220 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $66.6 million on $234 million of total revenues for the year ended Dec. 31, 2014. As of March 31, 2016, Morgans Hotel had $518.02 million in total assets, $736.75 million in total liabilities and a total deficit of $218.73 million. MORGANS HOTEL: Signs Voting Agreement with OTK Associates --------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, OTK Associates, LLC, Robert S. Taubman and Michael E. Olshan disclosed that as of May 9, 2016, they beneficially own 4,500,000 shares of common stock of Morgans Hotel Group Co. representing 12.94 percent of the shares outstanding. On May 9, 2016, OTK and SBEEG Holdings, LLC ("Parent") entered into a Voting Agreement relating to the proposed acquisition of the Issuer by Parent pursuant to that certain Agreement and Plan of Merger, dated as of May 9, 2016, by and among the Issuer, Parent, and Trousdale Acquisition Sub, Inc. ("Merger Sub"). The Merger Agreement provides that, subject to the terms and conditions thereof, including the adoption and approval of the Merger Agreement by the requisite vote of the Issuer's stockholders, Merger Sub will be merged with and into the Issuer with the Issuer continuing as the surviving corporation in the Merger, and each outstanding Common Share will cease to be outstanding and will be converted into the right to receive $2.25 in cash. Pursuant to the Voting Agreement, OTK has agreed to irrevocably appoint the Issuer as its proxy to vote all outstanding Common Shares held by OTK for the vote of the shareholders of the Issuer on matters relating to the Merger Agreement: (i) in favor of the adoption of the Merger Agreement and (ii) against any of the following actions (other than those that relate to the Merger or the Merger Agreement) (A) any merger, consolidation, combination, reorganization, recapitalization or liquidation of or by the Issuer, (B) any sale of substantially all of the assets of the Issuer, (C) any acquisition proposal with respect to the Issuer or any of its subsidiaries (other than with respect to the Merger), (D) any amendment of the Issuer's charter or bylaws or other proposal or transaction that would reasonably be expected to prevent the Issuer's performance of its obligations under the Merger Agreement or consummation of the Merger or other transactions. To the extent the shares beneficially owned by OTK are not voted by proxy, OTK agreed in the Voting Agreement to vote all of such shares in same manner as described above. OTK retains the right to vote the shares it beneficially owns in its sole discretion and without any other limitation on any matters other than those set forth above. A copy of the regulatory filing is available for free at: https://is.gd/JGZEJW About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. Morgans Hotel reported net income attributable to common stockholders of $5.45 million on $220 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $66.6 million on $234 million of total revenues for the year ended Dec. 31, 2014. As of March 31, 2016, the Company had $518 million in total assets, $737 million in total liabilities and a total deficit of $219 million. MORGANS HOTEL: To be Acquired by Lifestyle Hospitality Company SBE ------------------------------------------------------------------ Morgans Hotel Group Co. announced it has entered into a definitive agreement under which Morgans will be acquired by leading global lifestyle hospitality company SBE. Under terms of the agreement, SBE will acquire all of the outstanding shares of Morgans common stock for $2.25 per share in cash, which, together with the exchange of Morgans Series A preferred securities, the assumption of debt and transfer of capitalized leases, represents a total enterprise value of approximately $794 million. The per share price represents a 69 percent premium over Morgans' unaffected closing price on May 5, 2016, and a 54 percent premium to Morgans' volume weighted average price for the 30 days up to and including May 5, 2016. As part of the transaction, affiliates of The Yucaipa Companies will exchange $75 million in Series A preferred securities, accrued preferred dividends, and warrants for $75 million in preferred shares and an interest in the common equity in the acquirer and, following the closing, the leasehold interests in three restaurants in Las Vegas currently held by Morgans. At closing, SBE will acquire Morgans' portfolio of thirteen owned, operated or licensed hotel properties in London, Los Angeles, New York, Miami, San Francisco, Las Vegas and Istanbul, including its Hudson New York and Delano South Beach properties. SBE is currently working with the lenders to assume the mortgages of the Hudson and Delano properties, approximately $422 million, and expects this to occur at closing. Howard M. Lorber, Morgans Chairman, said, "Morgans' Board of Directors carefully considered all of the alternatives available to us and we are pleased to have arrived at a transaction that we believe is in the best interests of our shareholders, while providing a great home for our attractive assets under a renowned hospitality company in SBE." The transaction, which was approved by the Board of Directors, is expected to close in the third or fourth quarter, and is subject to regulatory approvals, the assumption or refinancing of Morgans' mortgage loan agreements, and customary closing conditions, including approval of the transaction by Morgans shareholders. Morgans shareholders representing approximately 29 percent of the Company's outstanding shares of common stock have signed voting agreements in support of this transaction, including OTK Associates, Pine River Capital Management and Vector Group Ltd. Affiliates of The Yucaipa Companies have also signed a voting agreement in respect of their Series A preferred securities and warrants. SBE has obtained commitments to finance the transaction through a combination of proceeds from the sale of new preferred equity in the newly-formed company to a third-party investor, liquidity from the refinancing of its existing term loans and a new revolver. In light of the announcement, the Company's first quarter earnings call, previously scheduled for May 6 has been cancelled. Morgan Stanley & Co. LLC served as financial advisor and Fried, Frank, Harris, Shriver & Jacobson LLP served as legal advisors to Morgans Hotel Group. About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. Morgans Hotel reported net income attributable to common stockholders of $5.45 million on $220 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $66.6 million on $234 million of total revenues for the year ended Dec. 31, 2014. As of March 31, 2016, Morgans Hotel had $518.02 million in total assets, $736.75 million in total liabilities and a total deficit of $218.73 million. MUSCLEPHARM CORP: Incurs $6.6 Million Net Loss in First Quarter --------------------------------------------------------------- MusclePharm Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $6.60 million on $42.9 million of net revenue for the three months ended March 31, 2016, compared to a net loss of $7.47 million on $41.3 million of net revenue for the same period in 2015. As of March 31, 2016, MusclePharm had $61.2 million in total assets, $73.1 million in total liabilities and a total stockholders' deficit of $11.9 million. Additionally, during April the Company signed a definitive agreement for the sale of its wholly-owned subsidiary, BioZone Laboratories, Inc. for a purchase price of approximately $9,800,000, subject to certain post-closing adjustments. "I am pleased to report that MusclePharm continues to show improvement in almost all facets of its business," said Ryan Drexler, MusclePharm's interim chief executive officer, interim president and chairman of the Board of Directors. "While we still haven't completely turned the corner, we believe that we are making good progress in executing the restructuring plan and stabilizing the company." The previously announced and pending sale of BioZone is the latest step in MusclePharm's restructuring plan, according to Mr. Drexler. "We believe that the Company is in a healthier financial position to grow the MusclePharm brand, while addressing outstanding debt obligations." A full-text copy of the Form 10-Q is available for free at: https://is.gd/dVCDcB 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. NCL CORP: S&P Raises CCR to 'BB', Outlook Stable ------------------------------------------------ S&P Global Ratings said it raised its corporate credit rating on Miami, Fla.-based NCL Corp. Ltd. to 'BB' from 'BB-'. The rating outlook is stable. At the same time, S&P raised its issue-level ratings on the company's senior secured debt, consisting of a $625 million revolver due 2018, a $350 million term loan B due 2021, and a $1.375 billion term loan A due 2018, to 'BBB-' from 'BB+', in conjunction with the upgrade of the company. The recovery rating remains '1', reflecting S&P's expectation for very high recovery (90% to 100%) for lenders in a payment default. S&P also raised its issue-level ratings on NCL's senior unsecured notes to 'BB' from 'BB-', in conjunction with the upgrade of the company. The recovery rating remains '3', indicating S&P's expectation for meaningful recovery (50% to 70%; upper half of the range) for noteholders in the event of a payment default. "The upgrade reflects our forecast for adjusted debt to EBITDA to improve to the mid-4x area in 2016, and for adjusted FFO to debt to improve to the high-teens percent area in 2016, with further improvement in both leverage measures in 2017," said S&P Global Ratings credit analyst Ariel Silverberg. "We expect cruise demand to remain good and believe continued economic improvement across the U.S. and Eurozone will support net yield growth and occupancy over the next several quarters, particularly in Caribbean, Alaska, Bermuda, and Hawaii itineraries, even as capacity increases. We expect increased revenue resulting from capacity growth and NCL's improving net yields coupled with lower fuel costs (at least through 2016) will help offset expected increases in debt to fund new ship deliveries in the next two years. As a result, we expect leverage to improve to the low-4x area in 2017 from the mid-4x area in 2016 and for adjusted FFO to debt to be in the high-teens area through 2017. We also expect EBITDA coverage of interest expense to remain good, in the mid-5x area, through 2017. These credit measures are aligned with an improved aggressive financial risk profile assessment, as compared to our prior highly leveraged assessment, and a one-notch higher rating," S&P said. The stable rating outlook on NCL reflects S&P's expectation that EBITDA growth over the next few years will offset new debt incurred to fund ship deliveries, resulting in a modest improvement in credit measures. S&P is forecasting adjusted debt EBITDA to improve to the low-4x area in 2017 from the mid-4x in 2016 and FFO to debt to improve to the high-teens area, levels that correlate to S&P's aggressive financial risk assessment. NEONODE INC: Incurs $1.36 Million Net Loss in First Quarter ----------------------------------------------------------- Neonode Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to the Company of $1.36 million on $3.13 million of net revenues for the three months ended March 31, 2016, compared to a net loss attributable to the Company of $2.07 million on $2.26 million of net revenues for the same period in 2015. As of March 31, 2016, Neonode had $5.48 million in total assets, $4.97 million in total liabilities and $513,000 in total stockholders' equity. "Our automotive business grew 33% on a quarter over quarter basis and we expect the number of cars with our technology to increase and our opportunities to continue to expand. We believe the commitment from our customers to our technology is proof that our automotive offerings are among the best and most competitive in the market place. We continue to build a solid foundation for growth. In addition to infotainment touch displays, we are expanding into new automotive applications including: gesture based input, door handle sensors, tailgate sensors, and of course our DRIVE steering wheel. We are at the beginning of what we believe will be an exciting growth period for our automotive business," said Thomas Eriksson, Neonode CEO. "We are rapidly expanding our presence with new sensor modules in commercial, automotive and consumer businesses. Our sensor modules will be manufactured in our fully automated production facility located in Gothenburg, Sweden. We have developed sensor modules for different applications such as printers and automotive. The first product is our AirBar for PC's. I am happy to report that we started initial production and we are on plan to ramp to mass-production over the coming months. We entered into sales and distribution agreements with Ingram Micro for Europe and North America and intend to include Asia in the near term," concluded Mr Eriksson. Cash and accounts receivable totaled $3.6 million at March 31, 2016 compared to $4.4 million at Dec. 31, 2015. Common shares on a fully diluted basis totaled 45.9 million on March 31, 2016. A full-text copy of the Form 10-Q is available for free at: https://is.gd/PcdVvr About Neonode Inc. Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON) -- http://www.neonode.com/-- provides optical touch screen solutions for hand-held and small to midsize devices. Neonode reported a net loss attributable to the Company of $7.82 million on $11.11 million of net revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to the Company of $14.23 million on $4.74 million of net revenues for the year ended Dec. 31, 2014. NEPHROGENEX INC: Taps Cassel Salpeter as Investment Banker ---------------------------------------------------------- Nephrogenex, Inc., seeks permission from the U.S. Bankruptcy Court for the District of Delaware to employ Cassel Salpeter & Co., LLC, as investment banker, nunc pro tunc to the Petition Date. A hearing on the motion is scheduled for June 2, 2016, at 2:00 p.m. (ET). Objections must be filed by May 25, 2016, at 4:00 p.m. (ET) Cassel Salpeter will: a. render financial advice to the Debtor and participate in meetings or negotiations with stakeholders and other appropriate parties in connection with any sale transaction; b. assist the Debtor in identifying and evaluating potential purchasers or counterparties for any potential sale transaction, and marketing the potential sale transaction to potential purchasers or counterparties; c. advise the Debtor in connection with negotiations, and aiding in the consummation of any sale transaction; d. attend meetings of the Board of Directors of the Debtor with respect to any sale transaction, and assist the Debtor's senior management in making presentations to the Board of Directors of the Debtor as requested; and e. provide testimony, as necessary, with respect to any sale transaction in any proceeding before the Court. Cassel Salpter will be paid: a. a non-refundable, initial cash fee of $137,500 payable by check or wire transfer in four installments: $50,000 on the date of the engagement agreement; $37,500 on the first monthly anniversary thereafter; and $25,000 on each of the second and third monthly anniversaries thereafter. Fifty percent of the Initial Fee paid to Cassel Salpeter pursuant to the engagement agreement will be credited against the sale transaction fee payable in accordance with the engagement agreement; provided, however, that the credit will only apply to the extent that the fees are approved substantially in their entirety by the Court; b. if the Debtor consummates a sale transaction, Cassel Salpeter will be paid a sale transaction fee, payable by cash or wire transfer in immediately available U.S. funds at the closing of any sale transaction, equal to the greater of: (x) $500,000 or (y) 3.5% of the sale consideration, subject to the applicable credit provision. Notwithstanding the foregoing, in the event any sale transaction(s) includes deferred and contingent payment(s), the Debtor will pay to Cassel Salpeter the portion of any sale transaction fee relating thereto, payable in cash by check or wire transfer in immediately available U.S. funds, if and when the deferred and contingent payment(s) is actually paid; and c. reasonable out-of-pocket expenses in connection with the services provided. James S. Cassel, chairman and co-founder of Cassel Salpeter, assures the Court that neither the firm nor any of its professionals or employees participating in or connected with the firm's engagement with the Debtor, have any connections with the Office of the U.S. Trustee, or any person employed in the office of the U.S. Trustee, or the judge presiding over the Debtor's Chapter 11 case. Neither the firm nor any of its professionals or employees participating in or connected with the firm's engagement with the Debtor hold or represent any interest adverse to the Debtor's estate, and each are a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Cassel can be reached at: James S. Cassel Chairman & Co-Founder Cassel Salpeter & Co. 801 Brickell Avenue, Suite 1900 Miami, FL 33131 Tel: (305) 438-7701 E-mail: jcassel@cs-ib.com Raleigh, N.C.-based NephroGenex, Inc., is a drug development company that focuses on developing novel therapies for kidney disease. It develops Pyridorin (pyridoxamine dihydrochoride), a therapeutic agent, which is in Phase III clinical study for the treatment of diabetic nephropathy. It filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 16-11074) on April 30, 2016, listing $4.9 million in total assets as of April 30, 2016, and $6.2 million in total debts as of April 30, 2016. The petition was signed by John P. Hamill, chief executive officer and chief financial officer. David R. Hurst, Esq., at Cole Scotz P.C. serves as the Debtor's bankruptcy counsel. Cassel Salpeter & Co. LLC is the Debtor's investment banker and financial advisor. Kurtzman Carson Consultants LLC is the Debtor's claims and noticing agent. NORTEL NETWORKS: Court to Hear Bid for Interim Creditor Payments ---------------------------------------------------------------- A U.S. bankruptcy court is set to hear a motion filed by Liquidity Solutions Inc. to direct Nortel Networks Inc. to make interim payments to certain creditors. The U.S. Bankruptcy Court in Delaware will take up the motion in a hearing scheduled for May 24, 2016. Liquidity Solutions wants the court to direct Nortel to make an interim distribution of a portion of its approximately $591 million of cash-on-hand to creditors holding administrative and priority claims. The company also wants Nortel to make an interim distribution of not less than $318 million to unsecured creditors. In the same filing, Liquidity Solutions proposes the establishment of a $100 million reserve "for yet to be incurred or unknown administrative costs." 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. NORTHERN OIL: Amends Credit Agreement with Royal Bank ----------------------------------------------------- Northern Oil and Gas, Inc., entered into an amendment to its third amended and restated credit agreement, dated Feb. 28, 2012, as amended, governing the Company's revolving credit facility with Royal Bank of Canada, as Administrative Agent, and the lenders party thereto. Pursuant to the Amendment, the Company's semi-annual borrowing base redetermination was completed and the borrowing base under the credit facility was reduced to $350 million. As of May 9, 2016, the Company had $117 million in outstanding borrowings under the credit facility, leaving $233 million of remaining availability. The next redetermination of the borrowing base is scheduled for Oct. 1, 2016. The Amendment also amends certain other provisions of the Credit Agreement, including to (i) reduce the minimum ratio of EBITDAX to interest expense that the Company is required to maintain (currently 2.5 to 1.0) beginning with the quarter ending Dec. 31, 2016, and stepping down through the quarter ending March 31, 2018, (ii) increase by 50 basis points the interest rate paid on borrowings under the credit facility, and (iii) limit the Company's ability to maintain excess cash liquidity without using it to reduce outstanding borrowings under the credit facility. A full-text copy of the Eight Amendment to Third Amended and Restated Credit Agreement is available for free at: https://is.gd/Roo1nN About Northern Oil Northern Oil and Gas, Inc. is an exploration and production company with a core area of focus in the Williston Basin Bakken and Three Forks play in North Dakota and Montana. More information about Northern Oil and Gas, Inc. can be found at http://www.NorthernOil.com/ Northern Oil reported a net loss of $975 million in 2015 following net income of $164 million in 2014. As of March 31, 2016, Northern Oil had $573 million in total assets, $896 million in total liabilities and a total stockholders' deficit of $323 million. NORTHERN OIL: Incurs $127 Million Net Loss in First Quarter ----------------------------------------------------------- Northern Oil and Gas, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $127 million on $31.8 million of total revenues for the three months ended March 31, 2016, compared to a net loss of $230 million on $76.1 million of total revenues for the same period in 2015. As of March 31, 2016, Northern Oil had $573 million in total assets, $896 million in total liabilities, and a total stockholders' deficit of $322.50 million. "Our long standing focus on capital discipline allowed Northern to reduce spending, generate free cash flow and pay down an additional $33 million of debt during the quarter," commented Northern's Chief Executive Officer, Michael Reger. "With our borrowing base redetermination and the improvements to our covenant requirements, we are in a strong liquidity position to continue the execution of our business plan." At March 31, 2016, Northern had $117 million in outstanding borrowings under its revolving credit facility, down from $150 million at Dec. 31, 2015. On May 6th the amended borrowing base was set at $350 million, providing quarter-end liquidity of $237.4 million, composed of $4.4 million in cash and $233.0 million of revolving credit facility availability. In connection with the borrowing base redetermination, the credit agreement governing the revolving credit facility was amended to (i) reduce the minimum ratio of EBITDAX to interest expense that Northern will be required to maintain in future quarters, (ii) increase the interest rate on borrowings by 50 basis points and (iii) limit Northern's ability to maintain excess cash liquidity without using it to reduce outstanding borrowings under the revolving credit facility. A full-text copy of the Form 10-Q is available for free at: https://is.gd/wx6Flq About Northern Oil Northern Oil and Gas, Inc. is an exploration and production company with a core area of focus in the Williston Basin Bakken and Three Forks play in North Dakota and Montana. More information about Northern Oil and Gas, Inc. can be found at www.NorthernOil.com. Northern Oil reported a net loss of $975.35 million in 2015 following net income of $163.74 million in 2014. NUO THERAPEUTICS: Court Approves Revised $229K KEIP --------------------------------------------------- The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware approves the Revised Key Employee Incentive Plan and authorizes Nuo Therapeutics, Inc., to make payments to the KEIP Participants pursuant to the Revised KEIP. In order to maximize and preserve going-concern value, the Debtor has sought and obtained the Court's permission to implement both a key employee incentive program and a key employee retention program tied to the amount of sale proceeds and sale consummation, respectively, for its 21 remaining employees who play key roles in the marketing of the Debtor's assets and facilitating a proposed sale, and operating the Debtor's business during the pendency of the Chapter 11 case. Because the Debtor failed to meet certain sale-related milestones and conditions under its DIP Loan Agreement, forcing the Debtor to abandon the sale process, the Debtor, its Lenders, the Official Committee of Unsecured Creditors, and the Ad Hoc Equity Committee negotiated a global settlement, which formed the basis for the reorganization and the recapitalization of the Debtor through a Chapter 11 plan that is structured around a Capital Raise through the private placement of new common stock in the Reorganized Debtor, the Debtor further discussed. Accordingly, the Debtor submitted to the Court certain revisions to its existing KEIP and KERP -- although in substance, the Revised Bonus Programs mirror the Initial Bonus Programs -- to reflect the changed circumstances realigned with the Debtor's and the employees' expectations to generate and preserve value through the chapter 11 process: generally, the revised programs tie bonuses to (a) the success of the Capital Raise and (b) remaining with the Debtor through the consummation of the Plan. Likewise, the Debtor asks the Court to approve its Revised KEIP where funding for such the Revised KEIP and KERP -- in the aggregate amount of $229,167 -- is incorporated into the approved DIP budget for this shall be provided by the Debtor’s postpetition lenders. Although the sale process has already been abandoned, however, the Debtor's need to incentivize and/or retain its employees has never changed because the Debtor's ability to conduct a successful Capital Raise, confirm the Plan, and emerge from chapter 11 on a timely basis is dependent on the efforts of each of its employees. Such that the Debtor's employees' efforts are essential in generating investor interest in the proposed Capital Raise and thereby maximizing creditor recoveries in the Debtor’s case. Nuo Therapeutics, Inc. is represented by: William P. Bowden, Esq. Stacy L. Newman, Esq. ASHBY & GEDDES, P.A. 500 Delaware Avenue, P.O. Box 1150 Wilmington, Delaware 19899-1150 Telephone: (302) 654-1888 Facsimile: (302) 654-2067 Email: wbowden@ashby-geddes.com snewman@ashby-geddes.com -- and -- Sam J. Alberts, Esq. DENTONS US LLP 1301 K Street, NW Suite 600. East Tower Washington, D.C. 20005 Telephone: (202) 408-7004 Facsimile: (202) 408-6399 Email: sam.alberts@dentons.com -- and -- Bryan E. Bates, Esq. DENTONS US LLP 303 Peachtree Street, NE Suite 5300 Atlanta, Georgia 30308 Telephone: (404) 527-4073 Facsimile: (404) 527-4198 Email: bryan.bates@dentons.com About NUO Therapeutics Nuo Therapeutics, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-10192) on Jan. 26, 2016. The petition was signed by David E. Jorden as acting chief executive officer and acting chief financial officer. Ashby & Geddes, P.A. represents the Debtor as counsel and Epiq Bankruptcy Solutions, LLC serves as the Debtor's claims, balloting and noticing agent. Hon. Mary F. Walrath has been assigned the case. The U.S. Trustee for Region 2 originally appointed three members to the Official Committee of Unsecured Creditors. The U.S. Trustee, on March 14, 2016, said New Hampshire Ball Bearings, Inc., has resigned from the Committee. The remaining committee members are AAPC and CPA Global Limited. The Bankruptcy Court has entered an Order granting conditional approval to the Debtor's Disclosure Statement for the First Amended Plan of Reorganization. The Court also approved an expedited pathway to the Company's emergence from Chapter 11 by scheduling a combined hearing on April 25, 2016 to consider the adequacy of the Disclosure Statement and confirmation of the Company's proposed First Amended Plan of Reorganization. OAK CREEK PLAZA: Case Summary & 11 Unsecured Creditors ------------------------------------------------------ Debtor: Oak Creek Plaza, L.L.C. 150 South Wacker Drive, Suite 2100 Chicago, IL 60606 Case No.: 16-16324 Chapter 11 Petition Date: May 13, 2016 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Deborah L. Thorne Debtor's Counsel: Paul M Bach, Esq. BACH LAW OFFICES P.O. Box 1285 Northbrook, IL 60065 Tel: 847 564-0808 Fax: 847 564-0985 E-mail: paul@bachoffices.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ronald L. Boorstein, managing partner. A list of the Debtor's 11 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb16-16324.pdf OAKLAND PHYSICIANS: Patient Care Ombudsman Issues 16th Report ------------------------------------------------------------- Deborah L. Fish, patient care ombudsman of Oakland Physicians Medical Center, L.L.C., d/b/a Doctors' Hospital of Michigan, submitted her 16th report. As of May 1, 2016, the estate assets were vested in the reorganized Debtor. As a result, patients and staff will no longer address their concerns to the Patient Care Ombudsman. If a patient or a staff member had an issue regarding patient care, that person could report the event to and seek assistance from the hospital's in-house patients' right advocate, the State of Michigan Dept. of Licensing and the Joint Commission on Accreditation. Additionally, if it was an adult mental health issue, it could be reported at the Oakland County Mental Health Department and/or Common Ground. As of April 25, 2016, the hospital continues to address and resolve outstanding issues relating to oversight and staffing. The staff providing direct patient care continues to do their job with the utmost concern for the patients. About Oakland Physicians Oakland Physicians Medical Center, LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 15-51011) on July 22, 2015, estimating its assets at between $1 million and $10 million and its liabilities at between $10 million and $50 million. The petition was signed by Yatinder M. Singhal, M.D., member/chairman of the Board. Carol Hopkins at The Oakland Press recalls that the Hospital was ordered in June 2015 to pay more than $2.7 million as a result of a lawsuit regarding loans, some of which were paid by a doctor who, as recently as February 2015, had been listed as a member of the Hospital's four-person board of directors. Crain's Detroit Business relates that the Hospital had been trying to cope with a lawsuit filed by the Shree Investment Group and several physician investors for unpaid loans of about $2 million. Citing Cost Report Data, Crain's Detroit Business reports that the Hospital lost $59.5 million from 2009 to 2013. Crain's says there's no financial information available for 2014 and 2015. According to the report, the Hospital tried over the past several years to lessen operating expenses. The report states that the Hospital closed its emergency department in October 2013 but in January 2014 expanded its urgent care center to 24 hours. The Hospital laid off in April some 40 of the estimated 300 employees and earlier this year, more than 170 hospital retirees were notified their life insurance coverage was terminated, effective Dec. 31, 2015, the report adds. Judge Walter Shapero presides over the case. Thomas B. Radom, Esq., at Butzel Long, A Professional Corporation, serves as the Company's bankruptcy counsel. The physician-owned 47-bed hospital Oakland Physicians Medical Center, LLC, is headquartered in Bloomfield Hills, Michigan. Oakland Physicians is the legal name of Doctors Hospital. ODYSSEY ACADEMY: S&P Lowers Rating on Revenue Debt to 'BB+' ----------------------------------------------------------- S&P Global Ratings lowered its underlying rating for credit program on Arlington Higher Education Finance Corp., Texas' education revenue debt and taxable education revenue debt, issued for Odyssey Academy Inc., one notch to 'BB+' from 'BBB-'. The rating service also lowered its long-term rating on Texas Public Finance Authority Charter School Finance Corp.'s revenue debt, issued for Odyssey Academy, one notch to 'BB+' from 'BBB-'. The outlooks are negative. The rating action and negative outlook reflect S&P Global Ratings' opinion of the academy's weakening operations and declining maximum annual debt service coverage over the past couple of years to levels the rating service believes are no longer commensurate with an investment-grade credit. The rating service recognizes some difficulties with integrating the Bay Area Charter School with the academy postmerger, hitting enrollment projections, and expanding into high school grades. Although there could be operating pressure until the academy completes its high school expansion, S&P Global Ratings believes the rating is currently appropriate because of the academy's stable-to-growing enrollment, good academic performance, and efforts to achieve break-even operations by fiscal 2017. "We could lower the rating further during the one-year outlook period if annual debt service coverage were to fall below 1x for fiscal 2016, causing an event of default, or if the academy were to fail to achieve break-even operations in fiscal 2017. In addition, we would view declines in liquidity or enrollment growth below projections negatively," said S&P Global Ratings credit analyst Gauri Gupta. "Although we do not believe an upgrade is likely during the one-year outlook period, we could revise the outlook to stable if the charter school were to meet projected enrollment, improve operations to roughly break even on a combined basis, and generate financial metrics in excess of financial covenant requirements." The negative outlook reflects S&P Global Ratings' expectation that financial performance will likely remain pressured, resulting in a full-accrual deficit for fiscal 2016 and annual debt service coverage below 1.1x. The rating service expects enrollment will grow as management adds 12th-grade classes to both campuses and draws students from its waitlists. S&P Global Ratings also expects management will execute its plan to achieve break-even results on a full-accrual basis by fiscal 2017. OFFICE DEPOT: S&P Affirms 'B-' CCR, Off CreditWatch Positive ------------------------------------------------------------ S&P Global Ratings affirmed its ratings on Boca Raton, Fla.-based Office Depot Inc., including the 'B-' corporate credit rating, and removed them from CreditWatch with positive implications. S&P placed the ratings on CreditWatch on Feb. 4, 2015, when the company announced it entered into an agreement to be acquired by Staples Inc. The outlook is stable. "The company's smooth integration with Office Max, minimal near-term debt maturities, no maintenance financial covenants, and benefits from cost savings that provides some operational flexibility support the rating," said credit analyst Andy Sookram. "Office Depot participates in the challenging office supplies retailing industry, which is facing secular demand declines and intense competition." The company's adequate liquidity position, which includes decent cash flow generation, good availability under its ABL facility, no maintenance financial covenants, and significant cash balances, supports the stable rating outlook. S&P believes these factors support the company's operations over the next year as it manages the Office Max integration and implements other operational initiatives in the challenging office supply retail sector. Though S&P forecasts modest declines in EBITDA margins, S&P expects the company to maintain healthy debt service coverage ratios. A downgrade would be predicated on the company having an unstainable capital structure or weak liquidity coupled with EBITDA declining to about $200 million, a level that would provide thin coverage of cash interest and capital investments. Further, a scenario involving the company's inability to renew its revolving credit facility before it expires in May 2017, or if cash balances were to decline to negligible levels could result in a downgrade. If the company's quarterly sales trends stabilize over the next one to two years and demonstrates it can maintain its performance trends, S&P may consider an upgrade by revising its comparable ratings analysis (CRA) to neutral from negative. The CRA currently drives the corporate credit rating one notch below the anchor rating. Though unlikely, S&P may raise the rating without any material credit ratio enhancement or a positive reassessment of its business. In this situation, the company's business strategies lead to sustained increase of operating trends and the industry environment significantly improves. ORIENTAL CANTONES: Taps Robert Millan as Bankruptcy Counsel ----------------------------------------------------------- Oriental Cantones, Inc., seeks permission from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Robert Millan, Esq., at Millan Law Offices as bankruptcy counsel. The Debtor is not familiar with the bankruptcy laws to be able to pursue the proceedings without competent legal counsel. The Debtor paid Mr. Millan a $7,000 retainer on Jan. 28, 2016. Mr. Millan charges $200 per hour for work performed. His paralegals bill $50 per hour. Mr. Millan assures the Court that he is an uninterested person as that term is defined in 11 U.S.C., Section 101(14) since he is not a debtor, creditor, equity security holder or, nor has he been within two years before the date of the filing of Debtor's petition an employee of the Debtor. Mr. Millan says that he does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in the debtor or for any other reason. Mr. Millan can be reached at: Robert Millan, Esq. ROBERT MILLAN Calle San Jose No. 250 San Juan, PR 00901 Tel: (787) 725-0946 Fax: (787) 725-0946 E-mail: rmi3183180@aol.com Oriental Cantones, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 16-02759) on April 8, 2016. Robert Millan, Esq., at Millan Law Offices serves as the Debtor's bankruptcy counsel. PEABODY ENERGY: Prairie State Agreement Approval Sought ------------------------------------------------------- Debtor Peabody Electricity, LLC ("PE") and Peabody Energy Corporation("PEC")ask the U.S. Bankruptcy Court for the Eastern District of Missouri, Eastern Division, to authorize the assumption of the Prairie State Interest Purchase and Sale Agreement ("Prairie State Agreement") between PE and Wabash Valley Power Association, Inc., and approve the Prairie State Sale. They also ask the Court to dismiss Lively Grove Energy Partners, LLC ("LGEP") as a debtor entity, upon consummation of the Prairie State Sale. The Prairie State Energy Campus ("Prairie State") is an electric generating facility that uses reserves from its adjacent coal mine to supply the generating facility. Debtor LGEP's sole asset is a 5.06% participation interest in Prairie State and a prorate portion of related Prairie State project assets. PE entered into the Prairie State Agreement with Wabash, wherein PE agreed to sell 100% of its ownership interest in LGEP to Wabash for $57 million in cash and assumption of certain liabilities subject to certain post-closing adjustments to reconcile certain revenues, expenditures and expenses attributable to the period prior to the closing of the transaction ("Prairie State Sale"). The Prairie State Agreement contains, among others, these relevant terms: (a) Purchase and Sale: Wabash agrees to purchase and accept delivery of the LGEP Membership Interest from PE. PE agrees to sell, convey, assign, transfer and deliver the LGEP Membership Interest to Wabash free and clear of any encumbrances, other than those permitted by the Prairie State Agreement and applicable law. (b) Covenant Concerning Regulatory Appeal: Wabash and PE shall cooperate in any filings, notifications, reports and information concerning any governmental authority in connection with the Prairie State Sale, including, among others, approval from FERC and IURC. The parties also agree to use their respective good faith efforts to cause any applicable waiting periods to expire and any objections to the Prairie State Sale to be withdrawn before the closing date. At the time of closing, all necessary regulatory approvals must be issued and be in full force. (c) Releases: Subject to the parties' indemnification obligations contained in Section 9 of the Prairie State Agreement, Wabash agrees to release PE and its affiliates from any liability relating to the LGEP Membership Interest and the Prairie State Ownership Interest at the time of closing. (d) Project-Related Liabilities: Wabash agrees to assume at closing of the Prairie State Sale the obligation to pay, discharge or perform, when due, all liabilities or obligations of LGEP, excluding any alleged liabilities arising from claims of third parties based on actions or representations by PE in connection with the development of Prairie State prior to the execution of the Prairie State Agreement. The Debtors aver that upon the closing of the Prairie State Sale the chapter 11 case of LGEP will be dismissed. They further contend that in connection with such closing and dismissal, all guaranties and other liens, claims and encumbrances against LGEP or its assets under the Debtors' prepetition agreements or agreements or instruments related to any prepetition indebtedness will be released and of no further force and effect. The Debtors contend that the sale will benefit Debtor PE's estate by providing it with $57 million in cash and an estimated additional net operating loss benefit of approximately $125 million. They further contend that the assumption of the Prairie State Agreement is a proper exercise of PE's business judgment. "Under the terms and conditions of the Prairie State Agreement, PE is selling the ownership interest in LGEP to Wabash. Once the Prairie State Sale closes, LGEP will cease to be a subsidiary of Debtor PEC – it will be owned entirely by Wabash. In order to prevent Wabash from owning a debtor entity, the chapter 11 case against LGEP must be dismissed effective upon the closing of the Prairie State Sale," the Debtors aver. The Debtors' Motion is scheduled for hearing on May 17, 2016 at 10:00 a.m. The deadline for the submission of responses to the Debtors' Motion is set on May 12, 2016. Peabody Energy Corporation and its affiliated debtors are represented by: Steven N. Cousins, Esq. Susan K. Ehlers, Esq. ARMSTRONG TEASDALE LLP 7700 Forsyth Boulevard, Suite 1800 St. Louis, MO 63105 Telephone: (314)621-5070 Facsimile: (314)612-2239 E-mail: scousins@armstrongteasdale.com sehlers@armstrongteasdale.com - and - Heather Lennox, Esq. JONES DAY North Point 901 Lakeside Avenue Cleveland, OH 44114 Telephone: (216)586-3939 Facsimile: (216)579-0212 E-mail: hlennox@jonesday.com - and - Amy Edgy, Esq. Daniel T. Moss, Esq. JONES DAY 51 Louisiana Avenue, N.W. Washington, D.C. 20001-2113 Telephone: (202)879-3939 Facsimile: (202)626-1700 E-mail: aedgy@jonesday.com dtmoss@jonesday.com About Peabody Energy Corporation Headquartered in St. Louis, Missouri, Peabody Energy Corporation claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the United States (U.S.) and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the U.S. Peabody posted a net loss of $1.988 billion for 2015, wider from the net loss of $777 million in 2014 and the $513 million net loss in 2013. At Dec. 31, 2015, the Company had total assets of $11.02 billion against $10.1 billion in total liabilities, and stockholders' equity of $918.5 million. On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The 154 cases are pending joint administration before the Honorable Judge Barry S. Schermer under Case No. 16-42529 in the U.S. Bankruptcy Court for the Eastern District of Missouri. As of the Petition Date, PEC has approximately $4.3 billion in outstanding secured debt obligations and $4.5 billion in outstanding unsecured debt obligations. The Debtors tapped Jones Day as general counsel; Armstrong, Teasdale LLP as local counsel; Lazard Freres & Co. LLC and investment banker Lazard PTY Limited as investment banker; FTI Consulting, Inc., as financial advisors; and Kurtzman Carson Consultants, LLC, as claims, ballot and noticing agent. PENSKE AUTOMOTIVE: S&P Rates Proposed $500MM Sr. Sub. Notes 'B+' ---------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '6' recovery rating to Bloomfield Hills, Mich.-based auto retailer Penske Automotive Group Inc.'s proposed $500 million senior subordinated notes due 2026. The '6' recovery rating indicates S&P's expectation for negligible recovery (0%-10%) in the event of a payment default. The company states that it will use the proceeds from this issuance to repay the outstanding borrowing under its U.S. revolver and for general working capital purposes. The proposed senior subordinated notes will rank junior in right of payment to all of Penske's existing and future senior indebtedness, rank equally with all of its existing and future unsecured senior subordinated indebtedness, rank senior in right of payment to any future subordinated indebtedness, be effectively subordinated to all of its secured indebtedness to the extent of the value of the assets securing such indebtedness, and be structurally subordinated to all indebtedness and other liabilities of subsidiaries that do not guarantee the notes. S&P's ratings on Penske reflect the company's resilient business model--including the stability of its EBITDA relative to its revenue (the company has a high degree of variable costs and multiple revenue sources)--and its very profitable service business, which does not depend on vehicle sales. RATINGS LIST Penske Automotive Group Inc. Corporate Credit Rating BB/Stable/-- New Ratings Penske Automotive Group Inc. Prpsd $500M Sr Sub Nts Due 2026 B+ Recovery Rating 6 PETALUMA FAMILY: Case Summary & 2 Unsecured Creditors ----------------------------------------------------- Debtor: Petaluma Family Limited Partnership 3419 E Chapman Ave Ste 353 Orange, CA 92869 Case No.: 16-12035 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: May 13, 2016 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Hon. Erithe A. Smith Debtor's Counsel: Yoon O Ham, Esq. LEWIS & HAM, LLP 1425 W Foothill Blvd Ste 235 Upland, CA 91786 Tel: 909-256-2920 Fax: 909-256-2927 E-mail: hamy@lewishamlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Gary Kanter, manager. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb16-12035.pdf PICO AT PICO: Case Summary & 2 Unsecured Creditors -------------------------------------------------- Debtor: Pico at Pico Holdings LLC 721 S Harbor Blvd Fullerton, CA 92832 Case No.: 16-12039 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: May 13, 2016 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Hon. Theodor Albert Debtor's Counsel: Yoon O Ham, Esq. LEWIS & HAM, LLP 1425 W Foothill Blvd Ste 235 Upland, CA 91786 Tel: 909-256-2920 Fax: 909-256-2927 E-mail: hamy@lewishamlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Gary Kanter, manager. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb16-12039.pdf PICO HOLDINGS: CEO Pay Negotiated in "Bad Faith", River Road Says ----------------------------------------------------------------- By Geoffrey J. Bailey -- gjbaileypb@hotmail.com -- PICO Holdings, Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a diversified holding company reporting recurring losses since 2008. PICO owns 57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water Company, Inc., a securities portfolio and various interests in small businesses. PICO has $664 million in assets and $434 million in shareholder equity. Central Square Management LLC and River Road Asset Management LLC collectively own more than 14% of PICO. Other activists at http://ReformPICONow.com/have taken to the Internet to advance the shareholder cause. On May 11, 2016, River Road Asset Management filed another 13-D with the Securities and Exchange Commission. And RPN rejoiced. In a letter addressed to the PICO Board, J. Justin Akin, RRAM small cap fund manager, notes that in its 11-year history, River Road has only filed three 13-Ds, the latest of which targeted PICO in February 2015. Mr. Akin writes, "The new employment agreement of the CEO was first disclosed in the most recent 10-K (filed 3/14/16). The contract was finalized prior to the Central Square settlement agreement, which resulted in significant changes to the composition and committee assignments of the PICO Board. Since the agreement was negotiated over several months, many of the new Board members (Eric Speron, Howard Brownstein, Raymond Marino, Daniel Silvers, and Andrew Cates) had little or no opportunity to influence it. RRAM STRONGLY BELIEVES THE NEW EMPLOYMENT AGREEMENT OF THE CEO WAS NEGOTIATED IN BAD FAITH AND LACKS PROPER ACCOUNTABILITY." [Capitalization in original]. The activist bloggers gleefully join in Mr. Akin's frustration: "While such a statement would be tame for RPN, mention of “bad faith” is pretty strong for Mr. Akin and the genteel River Road. Mr. Akin is implying that Mr. Hart and the equally corrupt and incompetent Carlos Campbell and Michael Machado, manipulated the Directorship process to push through the criminal Hart Compensation Scheme, to the detriment of PICO shareholders. And River Road is not impressed." Mr. Akin continues to voice displeasure: THE BOARD'S OPTIONS TO HOLD THE CEO ACCOUNTABLE APPEAR VERY LIMITED. RRAM HOPES CEO JOHN HART WILL RECOGNIZE THE NEED TO ALIGN HIS PERSONAL INTERESTS WITH THE INTERESTS OF PICO AND ITS SHAREHOLDERS, AND WILL CONSIDER AMENDING HIS EMPLOYMENT CONTRACT." And, "The new executive bonus plan of the PICO management team was also disclosed in the 10-K and RRAM found several elements concerning. SIMPLY PUT, THE NEW EXECUTIVE BONUS PLAN IS DESTRUCTIVE TO SHAREHOLDER VALUE AND IT MUST BE RE-WRITTEN." The activist bloggers, giddy at finally having an ally, pile on: "Wow. 'Destructive to shareholder value . . . ' For a value investor like River Road -- resolutely focused on corporate governance -- there is no deeper expression of dissatisfaction. Mr. Akin notes that by promulgating the criminal Hart Compensation Scheme, Messrs. Campbell, Machado and Eric Speron, have tied both the hands of the Board and PICO shareholders -- which was exactly their intent. As we have said all along, the criminal Hart Compensation Scheme was no accident." Mr. Akin proffers three suggestions: THERE ARE ALSO OUTSTANDING ISSUES REGARDING CORPORATE OVERHEAD AND CORPORATE GOVERNANCE THAT MUST BE ADDRESSED PROMPTLY, AS WE BELIEVE TIME IS OF THE ESSENCE. The PICO Board should consider the following steps to improve the value of the company: 1) The PICO Headquarters in La Jolla, California should be shut; 2) The number of seats on the Board should be reduced to 7 at the 2016 Annual Meeting; and 3) The charge of the Strategy Committee should be clarified. Mr. Akin concludes by writing, "RRAM HOPES THE PICO BOARD HEARS OUR CONCERNS AND ACTS WITH A STRONG SENSE OF URGENCY. We must remind the Board that long-term PICO shareholders have suffered poor returns long enough. PICO SHARES ARE CURRENTLY SELLING NEAR HISTORICAL LOWS SINCE PICO BEGAN TRADING PUBLICLY IN 1991. EVERY CURRENT SHAREHOLDER THAT HAS OWNED PICO FOR OVER 6 MONTHS IS AT A LOSS. Given the low ownership of PICO stock by many of its Board members, now would be an opportune time for new purchases to signal confidence to the market." [Capitalization in original]. The activist bloggers gravitate to the relocation suggestion: "This migration would give Mr. Hart, Max Webb (PICO CFO) and John Perri (PICO CAO) justification to resign “For Good Reason,” triggering roughly $8 million in cash payments to these Three Profiteers. However, $8 million sounds like a lot of money for three guys who confidently wrote that if it weren’t for their dedication and altruism to PICO, they’d be working at a hedge fund/private equity firm. Maybe they meant “hedge clipper” and “private nanny.” Such job descriptions are more appropriate for Messrs. Hart, Webb and Perri – especially given their track record as complete failures in corporate America – measured by any and all relevant metrics." The activist bloggers close their post with optimistic sentiments, stating, "Mr. Akin and River Road have something up their sleeve, as the 13-D filing in and of itself, is meaningless. But there are headwinds. It is too late to nominate a director for the 2016 Annual Meeting (although there is a chance River Road did so by the April 9 deadline). The criminal Hart Compensation Scheme can only be altered with The Juicer’s consent. Central Square already sold its votes to PICO. The Entrenched Directors, comprised of Messrs. Hart, Campbell, Machado and Slepicka, have proven themselves to be corporate sociopaths." PILGRIM'S PRIDE: Wins Dismissal of Suit Filed by Growers -------------------------------------------------------- Currently before the Court is the Motion for Summary Judgment filed by Defendant Pilgrim's Pride Corporation (PPC) on April 15, 2011 to consider the effect of the August 27, 2013 decision of the Court of Appeals (the Agerton decision) reversing the Judgment rendered in favor of some of the Plaintiffs ("the El Dorado growers") on September 30, 2011. Defendant Pilgrim's Pride Corporation is one of the largest producers of processed chicken. PPC operates a network of chicken processing facilities throughout the Southeast United States. These processing facilities are supplied with chicken by poultry growers who raise the chickens on their own farms and sell them to PPC pursuant to Poultry Grower Agreements. The Plaintiffs are more than 200 poultry growers, most of whom were selling their chickens to two PPC processing facilities that were closed or idled by PPC in early 2009. Plaintiffs allege that the closure of these processing facilities was in violation of the Packers and Stockyards Act of 1921, ("PSA"). Judge Roy S. Payne of the United States District Court for the Eastern District of Texas, Marshall Division, granted the Defendant's motion and dismissed all claims. A full-text copy of the Memorandum Ruling dated April 22, 2016 is available at http://is.gd/JNecuRfrom Leagle.com. The case is SHEILA ADAMS, et al. v. PILGRIM'S PRIDE CORPORATION, Case No. 2:09-CV-397-RSP. Pilgrims Pride Corporation, is represented by Michael A Pollard, Esq. -- MICHAEL.POLLARD@BAKERMCKENZIE.COM -- Baker & McKenzie, pro hac vice & William V Roppolo, Esq. -- WILLIAM.ROPPOLO@BAKERMCKENZIE.COM -- Baker & McKenzie, pro hac vice. Christopher Nolland, Mediator, is represented by Christopher Marc Nolland, eSQ. -- Law Office of Christopher Nolland. Bruce Boykin, Plaintiff, represented by Mark C Brodeur, Esq. -- The Brodeur Law Firm, Johnny E Dollar, Esq. -- Dollar Laird LLP, Michael Aaron Benefield, Esq. -- Benefield Law, Robert Lamar Depper, Jr., Esq. -- Depper Law Firm, Inc & William Ellsworth Davis, III, Esq. -- The Davis Firm, PC. Hixie Odenbaugh Potts, Plaintiff, represented by Mark C Brodeur, The Brodeur Law Firm & Michael Aaron Benefield, Benefield Law. Joe M. Lee, Jr., Plaintiff, represented by Mark C Brodeur, The Brodeur Law Firm. Trustee John S Hodge, Trustee, Plaintiff, represented by Johnny E Dollar, Dollar Laird LLP. Mark Sutton, Trustee, Plaintiff, represented by Johnny E Dollar, Dollar Laird LLP. Shelia Adams, Consol Plaintiff, represented by Mark C Brodeur, The Brodeur Law Firm, Eric M. Albritton, Albritton Law Firm, Johnny E Dollar, Dollar Laird LLP, Thomas John Ward, Jr., Ward, Smith & Hill, PLLC & William Ellsworth Davis, III, The Davis Firm, PC. James Adams, Consol Plaintiff, represented by Mark C Brodeur, The Brodeur Law Firm, Eric M. Albritton, Albritton Law Firm, Johnny E Dollar, Dollar Laird LLP, Thomas John Ward, Jr., Ward, Smith & Hill, PLLC & William Ellsworth Davis, III, The Davis Firm, PC. Gary McCann, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Tina Lee, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Buster Shaw, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Walter Baty, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Shirley Butler, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Jody White, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Roger Beard, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Steve Rector, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Sharon Lampin, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Michael Chandler, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Jim Morris, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Stephen White, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Patrick Parker, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Martha Woodson, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Kenny Barrett, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Verna Young, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Joe Chandler, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Becky Barrett, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Susan McGee, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Michael Young, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Herman Woodson, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. James Morris, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Billy Ray Butler, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Patrick Gammill, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Mary Ann Rector, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Trellis McCann, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Stephanie Gammill, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Shirley Morris, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Bradley McGee, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. George Millord, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Ivern Shaw, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. April Muckleroy, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Myrna Jernigan, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Staci Box, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Gloria Davis, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Alan Vaught, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Angela Parker, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Ray Raines, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Barbara Scates, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Cynthia Dee Davis, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Allie Rains, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Jerry Scates, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Tommy Chandler, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Nelda Chandler, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Christina Ballow, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Mary Shoemaker, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Don Lovell, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Carlton Ballow, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. John Newman, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. James Young, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Bryan Box, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Jory Muckleroy, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Stacy Young, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Royce Johnson, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Rhonda White, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. John Shoemaker, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Clarence Brown, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Van Vaught, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Gerald Lampin, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Louise Johnson, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Alex Avila, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. Nadine Beard, Consol Plaintiff, represented by William Ellsworth Davis, III, The Davis Firm, PC. All Plaintiffs, Consol Plaintiff, is represented by Eric M. Albritton, Albritton Law Firm, Mark C Brodeur, The Brodeur Law Firm, Thomas John Ward, Jr., Ward, Smith & Hill, PLLC & William Ellsworth Davis, III, The Davis Firm, PC. Pilgrims Pride Corporation, Defendant,is represented by Clayton Edward Bailey, Esq. -- cbailey@baileybrauer.com -- Bailey Brauer PLLC, Adam Thomas Dougherty, Esq. -- adam.dougherty@ogletreedeakins.com -- Ogletree, Deakins, Nash, Smoak & Stewart, PC, Alexander Max Douglas Brauer, Esq. -- abrauer@baileybrauer.com -- Bailey Brauer PLLC, Benjamin Leon Stewart, Esq. -- bstewart@baileybrauer.com -- Bailey Brauer PLLC, David W Parham, Esq. -- david.parham@akerman.com -- Akerman LLP, Jennifer Parker Ainsworth, Esq. -- whesse@wilsonlawfirm.com -- Wilson Robertson & Cornelius PC, Jennifer Dee McCollum, Esq. -- Baker & McKenzie LLP, Kimberly Fahrenbrook Rich, Esq. -- KIMBERLY.RICH@BAKERMCKENZIE.COM -- Baker & McKenzie, Mark C Brodeur, Matthew T McCrary, Esq. -- MATTHEW.MCCRARY@BAKERMCKENZIE.COM -- Baker & McKenzie, Michael A Pollard, Esq. -- MICHAEL.POLLARD@BAKERMCKENZIE.COM -- Baker & McKenzie, pro hac vice, Paul Edward Green, Esq. -- pgreen@baileybrauer.com -- Bailey Brauer PLLC & William V Roppolo, Esq. -- WILLIAM.ROPPOLO@BAKERMCKENZIE.COM -- Baker & McKenzie, pro hac vice. Harvey R. Ellis, Defendant, is represented by Mark C Brodeur, The Brodeur Law Firm. Pilgrim's Pride Corporation, Consol Defendant, is represented by Clayton Edward Bailey, Bailey Brauer PLLC, Mark David Taylor, Baker & McKenzie, Adam Thomas Dougherty, Ogletree, Deakins, Nash, Smoak & Stewart, PC, Alexander Max Douglas Brauer, Bailey Brauer PLLC & Jennifer Parker Ainsworth, Wilson Robertson & Cornelius PC. Lonnie "Bo" Pilgrim, Consol Defendant, is represented by Mark David Taylor, Baker & McKenzie, Adam Thomas Dougherty, Ogletree, Deakins, Nash, Smoak & Stewart, PC, Alexander Max Douglas Brauer, Bailey Brauer PLLC, Jennifer Parker Ainsworth, Wilson Robertson & Cornelius PC & Scott Mark DeWolf, Dewolf McCaffity LLP. Fred Borders, Movant, is represented by Clayton Harvey Haley, Fairchild Price Haley & Smith LLP & Tara Johnson Cannon, Fairchild Price Haley & Smith. Larry Cohorn, Movant, represented by Clayton Harvey Haley, Fairchild Price Haley & Smith LLP & Tara Johnson Cannon, Fairchild Price Haley & Smith. Howell Howard, Movant, represented by Clayton Harvey Haley, Fairchild Price Haley & Smith LLP & Tara Johnson Cannon, Fairchild Price Haley & Smith. Pilgrim's Pride Corporation is one of the largest chicken producers in the world with operations in the United States ("U.S."), Mexico and Puerto Rico. PINNACLE RESORT: Seeks Court Approval to Hire McLaughlin & Stern ---------------------------------------------------------------- Pinnacle Resort, LLC seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to employ Steven Newburgh of McLaughlin & Stern LLP as its attorney. As legal counsel, Mr. Newburgh will: (a) advise the Debtor regarding its rights, duties and powers as a Debtor and as a debtor-in-possession operating and managing its business and property; (b) advise and assist the Debtor in respect of financial agreements, debt restructuring, cash collateral, if any, and other financial transactions; (c) review and advise the Debtor regarding the validity of claims and liens asserted against the property or interests of the Debtor; (d) advise the Debtor concerning actions to collect and recover property for the benefit of the Debtor’s estate; (e) prepare on behalf of the Debtor the necessary applications, motions, complaints, answers, pleadings, orders, reports, notices, schedules, statements and other required or recommended documents as well as reviewing all financial reports and other reports filed in these Chapter 11 proceedings. (f) counsel the Debtor in connection with all aspects of a plan of reorganization and related documents and filings; and (g) perform all other legal services for the Debtor which may be necessary or advisable in these Chapter 11 proceedings. Mr. Newburgh will receive $475 per hour for his services and will be reimbursed for work-related expenses. Mr. Newburgh and his firm had earlier received a retainer in the amount of $40,000 from the Debtor, according to court filings. Mr. Newburgh, a partner at McLaughlin & Stern LLP, disclosed in a court filing that he does not represent interest adverse to the Debtor or its estate and is disinterested as that term is defined by Section 101 (14) of the Bankruptcy Code. Mr. Newburgh can be reached through this address: Steven Newburgh, Esq. McLaughlin & Stern LLP CityPlace Office Tower 525 Okeechobee Boulevard, Suite 1530 West Palm Beach, FL 33401 E-mail: snewburgh@mcLaughlinstern.com About Pinnacle Resort Pinnacle Resort, LLC sought protection under Chapter 11 of the Bankruptcy Code in the District of Connecticut (Bridgeport) (Case No. 16-50204) on February 11, 2016. The petition was signed by Frank Nocito, president. The Debtor estimated assets of $1 million to $10 million and debts of $100,000 to $500,000. PODS LLC: S&P Alters 1st Lien Loan Rating to B Over $170MM Add-on ----------------------------------------------------------------- S&P Global Ratings revised its issue-level rating on PODS LLC's first-lien term loan due 2022 to 'B' from 'B+' following the company's announcement of a $170 million add-on. S&P also revised its recovery rating on the loan to '3' from '2'. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%; lower half of the range) recovery in the event of a default. At the same time, S&P affirmed its 'CCC+' issue-level rating on the company's second-lien term loan due 2023. The '6' recovery rating remains unchanged, indicating S&P's expectation of negligible (0%-10%) recovery in the event of a default. All of S&P's other ratings on PODS LLC remain unchanged. The company will use the proceeds from this add-on to repay its second-lien term loan due 2023, repay borrowings from its revolver, and add cash to its balance sheet. S&P will withdraw its ratings on the second-lien term loan when the transaction is completed. S&P assess PODS' business risk profile as weak, reflecting its position as a leading provider of portable storage units, its fairly good and improving operating efficiency, its limited end-market diversity, and the narrow scope of its operations. S&P assess PODS' financial risk profile as aggressive based on the company's debt leverage, steady cash flow, and aggressive financial policy. The positive outlook on PODS reflects S&P's expectation that the company's revenues and earnings will continue to benefit from its operating-efficiency initiatives, franchisee acquisitions, and organic growth--aided by the improving U.S. housing market and continued low fuel prices--strengthening the company's credit metrics and financial risk profile. S&P could raise its ratings on PODS over the next year if the company continues to strengthen its revenue and earnings by focusing on expanding its market territories through franchisee acquisitions, improved operating efficiency, and pricing such that its S&P Global adjusted funds from operations (FFO)-to-total debt ratio increases to, and remains above, 15% for a sustained period. S&P could revise its outlook on PODS to stable if the expected improvement in the company's S&P Global adjusted FFO-to-debt ratio fails to materialize and S&P believes that this metric will remain in the low-double digit percent area for a sustained period. RECOVERY ANALYSIS Key analytical factors -- S&P is lowering its recovery rating on the company's upsized first-lien facility to '3' from '2'. -- S&P's '6' recovery rating on the company's $150 million second-lien term loan is unchanged. -- S&P has valued the company on a going-concern basis using a 5.0x multiple of S&P's projected emergence EBITDA of $74 million. S&P estimates that, for the company to default, its EBITDA would need to decline significantly, representing a material deterioration from the current state of its business. Simulated default assumptions -- Simulated year of default: 2019 -- EBITDA at emergence: $74 million -- EBITDA multiple: 5.0x Simplified waterfall -- Net enterprise value: $352 million -- Valuation split (obligors/nonobligors): 100%/0% -- Priority claims: $2 million -- Value available to first-lien debt (collateral/noncollateral): $349 million -- Secured first-lien debt claims: $665 million -- Recovery expectations: 50%-70% (lower half of the range) Note: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from nonobligors after nonobligor debt. RATINGS LIST PODS LLC Corporate Credit Rating B/Positive/-- Downgraded; Recovery Rating Revised To From PODS LLC First-Lien Trm Ln Due 2022 B B+ Recovery Rating 3L 2L Ratings Affirmed PODS LLC Second-Lien Trm Ln Due 2023 CCC+ Recovery Rating 6 POTLATCH CORP: S&P Revises Outlook to Positive & Affirms 'BB' CCR ----------------------------------------------------------------- S&P Global Ratings said it revised the rating outlook on Potlatch Corp. to positive from stable and affirmed its ratings, including the 'BB' corporate credit rating, on the company. S&P's ratings affirmation and outlook revision to positive reflect its view that it could raise ratings in the next year if lumber prices continue their recent improvement such that Potlatch would be able to sustain cash flow and leverage metrics in the significant or better category going into 2017. While the recently announced sale of timberlands will reduce the company's debt to EBITDA to less than 3x in 2016 (from the recent year-end level of 6x), under S&P's base case scenario, debt to EBITDA will revert to 4x or higher in 2017 absent further improvement in lumber prices or additional land sales. "The outlook is positive, reflecting our view that further sustained improvement in lumber prices over the next 12 months would result in Potlatch maintaining leverage measures into 2017 consistent with a significant financial risk profile, including debt to EBITDA of 4x or below," said S&P Global Ratings credit analyst Thomas Nadramia. S&P could upgrade Potlatch over the next 12 months if recent positive lumber price trends accelerate and are sustained in 2016 and into 2017, driven by higher housing starts and a stable Canadian dollar, which would allow Potlatch to improve resource and wood products EBITDA and sustain leverage measures consistent with a significant financial risk profile, included debt to EBITDA of 4x or below. If lumber pricing remains weak or worsens from current levels, such that total company EBITDA was at or below $130 million for 2017, S&P would likely return the outlook to stable because this would likely result in leverage measures returning to the aggressive category. Given the strong levels of asset protection afforded by the company's substantial timberlands holdings valued in excess of $2 billion, S&P views a downgrade to 'BB-' as unlikely. However, a downgrade could occur if there was further deterioration in the company's EBITDA and cash flows such that interest coverage fell below 3x and FFO to debt was sustained below 12%. PRINTPACK HOLDINGS: S&P Raises Rating to 'B+', Outlook Stable ------------------------------------------------------------- S&P Global Ratings said that it has upgraded Printpack Holdings Inc. to 'B+' from 'B'. The outlook is stable. At the same time, S&P raised its issue-level rating on the company's first-lien term loan to 'BB' from 'BB-'. Additionally, S&P raised its issue-level rating on Printpack's second-lien term loan to 'B+' from 'B'. "In 2014, Atlanta-based Printpack Holdings Inc. initiated a $230 million three-year capital improvement plan (i.e. restructuring plan) to consolidate its manufacturing facilities and improve its operating efficiency," said S&P Global credit analyst Christopher Corey. "The upgrade reflects the company's successful execution of this capital improvement plan, which has improved its credit metrics and recently increased its free cash flow." S&P expects that the company will generate positive free cash flow in fiscal year 2015 (ending June 30, 2016), supported by the cost savings generated from its capital improvement plan. The stable outlook on Printpack reflects S&P's expectation that the company will maintain its improved earnings and positive cash from operations over the next 12 months and beyond. Additionally, S&P expects that the company will maintain both adequate liquidity and a financial policy that is consistent with the current ratings. S&P expects the company to maintain a S&P Global adjusted debt-to-EBITDA metric of 3.7x-4.0x and a FFO-to-total adjusted debt ratio of between 18% and 22%, which are levels that we consider appropriate for the rating. S&P could lower its ratings on Printpack if the company's earnings and cash flows are lower than S&P expects either because the company's key customers fail to renew their contracts, or if Printpack pursues an aggressive acquisition strategy such that its S&P Global adjusted debt-to-EBITDA ratio deteriorates above 4x and/or its FFO-to-total adjusted debt ratio falls below 20% without any prospect for recovery. S&P could raise its ratings on Printpack if the company sustains its meaningful positive free cash and uses it to reduce its debt such that its debt leverage improves to the intermediate range (an adjusted debt-to-EBITDA metric remaining below 3x on a sustainable basis). S&P could also raise its ratings if the company significantly diversified its operations such that it improved its overall profitability to be more in line with that of its similarly-rated peers. R&S HEATING: Fund Loses Summary Judgment Bid -------------------------------------------- This lawsuit is based on the alleged failure of Defendant R&S Heating and Air Conditioning, Inc., to make contributions to various employee benefit plans as required under two collective bargaining agreements. Plaintiff Sheet Metal Local #10 Control Board Trust Fund is a clearinghouse that accepts and distributes contributions from employers, like R&S, to employee benefit plans. Plaintiffs James Bigham, John Quarnstrom, Robert Vranicar, Jim Bowman, Mike McCauley, and Matt Fairbanks are trustees of the Control Board. Presently, the Court considers Plaintiffs' motion for summary judgment. According to Plaintiffs, R&S performed some work covered by the collective bargaining agreements during the relevant time frame but failed to maintain adequate records of the work performed. As such, Plaintiffs argue, R&S must produce evidence to rebut Plaintiffs' calculation of contributions due to the Control Board—which Plaintiffs claim R&S cannot do. R&S is a Minnesota corporation engaged in the business of installing, fabricating, and servicing heating and air conditioning ("HVAC") systems and plumbing equipment. Beginning in 2011, R&S was subject to two collective bargaining agreements relevant to this litigation: (1) the Residential HVAC Labor Agreement Between the Residential Subdivision of the Metro Area Division SMARCA, Inc. and Residential HVAC Employees Local No. 10 Metro Area Effective May 20, 2011 — April 30, 2013; and (2) the Sheet Metal Labor Agreement for Commercial and Specialty Between the Commercial Subdivision of the Twin Cities Division SMARCA, Inc. and Sheet Metal Workers Local No. 10 Metro Area Effective June 24, 2011 to April 30, 2014. Both CBAs incorporate by reference the Sheet Metal Local #10 Control Board Trust Fund Restated Declaration of Trust. Judge Donovan W. Frank of the United States District Court for the District of Minnesota denied the Plaintiffs' Motion for Summary Judgment as genuine issues of material fact preclude summary judgment against R&S. R&S has produced evidence sufficient to challenge Plaintiffs' calculation and, therefore, has raised a genuine issue of material fact that precludes summary judgment. A full-text copy of the Memorandum Opinion and Order dated April 22, 2016 is available at https://is.gd/T3H92J from Leagle.com. The case is James Bigham, John Quarnstrom, Robert Vranicar, Jim Bowman, Mike McCauley, and Matt Fairbanks, as Trustees of the Sheet Metal Local #10 Control Board Trust Fund, and the Sheet Metal Local #10 Control Board Trust Fund, Plaintiffs, v. R&S Heating and Air Conditioning, Inc., Defendant, Civil No. 14-1357 (DWF/FLN)(D. Minn.). James Bigham, Plaintiff, is represented by Amy L Court, Esq. -- alc@mcgrannshea.com -- McGrann Shea Carnival Straughn & Lamb, Chtd, Carl S Wosmek, Esq. -- csw@mcgrannshea.com -- McGrann Shea Carnival Straughn & Lamb, Chtd & Christy E Lawrie, Esq. -- cel@mcgrannshea.com -- McGrann Shea Carnival Straughn & Lamb, Chtd. John Quarnstrom, Plaintiff, is represented by Amy L Court, McGrann Shea Carnival Straughn & Lamb, Chtd, Carl S Wosmek, McGrann Shea Carnival Straughn & Lamb, Chtd & Christy E Lawrie, McGrann Shea Carnival Straughn & Lamb, Chtd. Robert Vranicar, Plaintiff, is represented by Amy L Court, McGrann Shea Carnival Straughn & Lamb, Chtd, Carl S Wosmek, McGrann Shea Carnival Straughn & Lamb, Chtd & Christy E Lawrie, McGrann Shea Carnival Straughn & Lamb, Chtd. Jim Bowman, Plaintiff, is represented by Amy L Court, McGrann Shea Carnival Straughn & Lamb, Chtd, Carl S Wosmek, McGrann Shea Carnival Straughn & Lamb, Chtd & Christy E Lawrie, McGrann Shea Carnival Straughn & Lamb, Chtd. Mike McCauley, Plaintiff, is represented by Amy L Court, McGrann Shea Carnival Straughn & Lamb, Chtd, Carl S Wosmek, McGrann Shea Carnival Straughn & Lamb, Chtd & Christy E Lawrie, McGrann Shea Carnival Straughn & Lamb, Chtd. Matt Fairbanks, Plaintiff, is represented by Amy L Court, McGrann Shea Carnival Straughn & Lamb, Chtd, Carl S Wosmek, McGrann Shea Carnival Straughn & Lamb, Chtd & Christy E Lawrie, McGrann Shea Carnival Straughn & Lamb, Chtd. The Sheet Metal Local #10 Control Board Trust Fund, Plaintiff, is represented by Amy L Court, McGrann Shea Carnival Straughn & Lamb, Chtd, Carl S Wosmek, McGrann Shea Carnival Straughn & Lamb, Chtd & Christy E Lawrie, McGrann Shea Carnival Straughn & Lamb, Chtd. R&S Heating and Air Conditioning, Inc., Defendant, is represented by Martin D Kappenman, Esq. -- mkappenman@seatonlaw.com -- Seaton, Peters & Revnew, P.A. & Thomas R Revnew, Esq.-- trevnew@seatonlaw.com -- Seaton, Peters & Revnew, PA. RAILYARD COMPANY: Judge Denies Appointment of Pierce as Trustee --------------------------------------------------------------- A U.S. bankruptcy judge denied the appointment of Chris Pierce of Hunt & Davis PC as Chapter 11 trustee of Railyard Company LLC. Judge Robert Jacobvitz of the U.S. Bankruptcy Court in New Mexico denied the appointment of Mr. Pierce who was selected by the U.S. trustee overseeing Railyard's bankruptcy case to replace the company's management. The bankruptcy judge ordered the U.S. trustee to appoint another person to serve as outside trustee, court filings show. Railyard had earlier opposed the appointment of Mr. Pierce due to a conflict of interest. According to Railyard, Mr. Pierce has represented RBA Architecture Planning Design, a creditor of the company. RBA Architecture will be a main witness in a possible lawsuit, the company said. The appointment had also drawn opposition from Steve Duran and two other principal members of Railyard, who echoed the argument raised by the company. Mr. Duran had previously filed a motion to put the appointment of a Chapter 11 trustee on hold until a higher court heard his appeal of the bankruptcy judge's March 30 order that directed such appointment. Judge Jacobvitz denied the motion last month. The March 30 order is also being appealed by Railyard to a higher court, according to court filings. About Railyard Company Railyard Company, LLC, owns and developed two-story Market Station that houses the REI sporting goods store and other tenants. It filed a Chapter 11 petition (Bankr. D. N.M. Case No. 15-12386) on Sept. 4, 2015. The petition was signed by Richard Jaramillo as managing member. The Debtor is represented by William F. Davis, Esq., at William F. Davis & Associates, P.C., as counsel. The Debtor's Chapter 11 petition says the Company has about $11.2 million in debts and $13.8 million in assets. RIO MOBILE: Taps Marcos D. Oliva as Bankruptcy Counsel ------------------------------------------------------ Rio Mobile Home and R.V. Parks, Inc., asks the U.S. Bankruptcy Court for the Southern District of Texas for authorization to employ the Law Firm of Marcos D. Oliva, P.C., as bankruptcy counsel. The Firm will: (a) provide legal advice with respect to Debtor's rights and duties as debtor in possession and continued business operations; (b) assist, advise and represent the Debtor in analyzing the Debtor's capital structure, investigating the extent and validity of liens, cash collateral stipulations or contested matters; (c) assist, advise and represent the Debtor in postpetition financing transactions; (d) assist, advise and represent the Debtor in the sale of certain assets; (e) assist, advise and represent the Debtor in the formulation of a disclosure statement and plan of reorganization and to assist the Debtor in obtaining confirmation and consummation of a plan of reorganization; (f) assist, advise and represent the Debtor in any manner relevant to preserving and protecting the Debtor's estate; (g) investigate and prosecute preference, fraudulent transfer and other actions arising under Debtor's bankruptcy avoiding powers; (h) prepare on behalf the Debtor all necessary applications, motions, answers, orders, reports, and other legal papers; (i) appear in Court and to protect the interests of the Debtor before the Court; (j) assist the Debtor in administrative matters; (k) perform all other legal services for the Debtor which may be necessary and proper in these proceedings; (l) assist, advise and represent the Debtor in any litigation matters, including, but not limited to, adversary proceedings; (m) continue to assist and advise the Debtor in general corporate and other matters related to the successful reorganization of the Debtor; (n) provide other legal advice and services, as requested by the Debtor, from time to time. Under the terms of employment, the Firm has agreed to represent the Debtor, subject to the approval of the Court, based on time and standard billing charges of $250 per hour for attorney time, and $100 per hour for the bankruptcy legal assistants. Marcos D. Oliva, Esq., a principal and sole shareholder of the Firm, assures the Court that, in accordance with the requirements of 11 U.S.C. Section 327(a) and Rule 2014(a), the Firm doesn't have any business or professional connections with the Debtor or its creditors, or any party in interest, or with their respective attorneys and accountants, the U.S. Trustee, or any person employed in the office of the U.S. Trustee. Headquartered in Brownsville, Texas, Rio Mobile Home and R.V. Parks, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 16-10150) on May 10, 2016, listing $16,117 in total assets and $1.82 million in total liabilities. The petition was signed by Dean Gutierrez, Sr., president. Judge Eduardo V Rodriguez presides over the case. Marcos Demetrio Oliva, Esq., at Marcos D. Oliva, PC, serves as the Debtor's bankruptcy counsel. ROCKWELL MEDICAL: Reports $4.82 Million Net Loss for First Quarter ------------------------------------------------------------------ Rockwell Medical, Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $4.82 million on $13.6 million of sales for the three months ended March 31, 2016, compared to a net loss of $3.69 million on $13.9 million of sales for the same period in 2015. As of March 31, 2016, Rockwell had $89.09 million in total assets, $8 million million in total liabilities, all current, $20.88 million in deferred license revenue and $60.2 million in total shareholders' equity. As of March 31, 2016, the Company had current assets of $85.8 million and net working capital of $77.8 million. The Company has approximately $69.4 million in cash and investments as of March 31, 2016. The Company's uses of cash have primarily been for research and product development, investments in inventory to support our product launches and for operating expenses. Cash flow from operations used $1.1 million in the first quarter of 2016, which included research and development expenses of $1.3 million and an increase of $1.3 million in inventory levels. The Company also received $3.3 million net of taxes pursuant to the Wanbang Agreement. The Company's capital expenditures were $0.2 million and were roughly equivalent to its depreciation and amortization costs. A full-text copy of the Form 10-Q is available for free at: https://is.gd/BlvNv4 About Rockwell Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom, Michigan, is a fully-integrated biopharmaceutical company targeting end-stage renal disease ("ESRD") and chronic kidney disease ("CKD") with innovative products and services for the treatment of iron deficiency, secondary hyperparathyroidism and hemodialysis (also referred to as "HD" or "dialysis"). Rockwell's lead investigational drug is in late stage clinical development for iron therapy treatment in CKD-HD patients. It is called Soluble Ferric Pyrophosphate ("SFP"). SFP delivers iron to the bone marrow in a non-invasive, physiologic manner to hemodialysis patients via dialysate during their regular dialysis treatment. Rockwell Medical reported a net loss of $14.4 million on $55.35 million of sales for the year ended Dec. 31, 2015, compared to a net loss of $21.3 million on $54.2 million of sales for the year ended Dec. 31, 2014. The Company also reported a net loss of $48.8 million for the year ended Dec. 31, 2013. ROSEMAN UNIVERSITY: S&P Puts 'BB-' Bonds Rating on Watch Neg. ------------------------------------------------------------- S&P Global Ratings said that it placed its 'BB-' long-term rating on Public Finance Authority, Wisc.'s series 2012 and 2015 revenue bonds, issued for Roseman University, on CreditWatch with negative implications. "This action follows our repeated attempts to obtain timely information of satisfactory quality to maintain our rating on the securities in accordance with our applicable criteria and policies," said S&P Global Ratings analyst Luke Gildner. Failure to receive the requested information by June 1, 2016, will likely result in our withdrawal of the affected rating, preceded, in accordance with our policies, by any change to the rating that S&P considers appropriate given available information. RSP PROFESSIONAL: Case Summary & Unsecured Creditor --------------------------------------------------- Debtor: RSP Professional Group, L.L.C. c/o Schlossberg & Mastro 18421 Henson Boulevard, Suite 201 Hagerstown, MD 21742 Case No.: 16-16577 Chapter 11 Petition Date: May 13, 2016 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Hon. Thomas J. Catliota Debtor's Counsel: Richard Marc Goldberg, Esq. SHAPIRO SHER GUINOT & SANDLER, P.A. 250 W. Pratt Street, Suite 2000 Baltimore, MD 21201 Tel: (410) 385-4274 Fax: (410) 385-1216 E-mail: rmg@shapirosher.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Roger Schlossberg, Ch 7 Trustee for Saneva Riddick Zayas, and sole member of the Debtor. The Debtor listed Allen Corporation of America as its largest unsecured creditor holding a claim of $3.13 million. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mdb16-16577.pdf RYERSON HOLDING: S&P Revises Outlook to Pos. & Affirms 'B-' CCR --------------------------------------------------------------- S&P Global Ratings said it revised the rating outlook on Chicago-based steel and aluminum distribution company Ryerson Holding Corp. and its subsidiary Ryerson Inc. to positive from stable and affirmed its 'B-' corporate credit rating on the companies. At the same time, S&P assigned its 'B-' issue-level rating and '4' recovery rating to the company's proposed $650 million senior secured notes, with proceeds expected to be used for debt reduction. The '4' recovery rating indicates average (30%-50%; upper end of range) recovery in the event of a default. S&P also affirmed the 'CCC' issue-level rating on the company's senior unsecured notes. The recovery rating on the notes remains '6', indicating S&P's expectation of negligible (0%-10%) recovery in the event of a default. "The positive outlook reflects our expectation that demand from Ryerson's various end markets will gradually improve in the next 12 months based on healthier general macroeconomic growth," said Standard & Poor's credit analyst William Ferara. "We expect Ryerson's key credit metrics could further improve in 2016, with debt to EBITDA of about 6.5x. We still, however, expect Ryerson to continue facing competitive pressures domestically and from foreign imports." S&P could raise its rating in the next 12 months if it revised its comparable ratings modifier to neutral from negative. This could occur if the company's volumes and margins showed less volatility and there was ongoing stability in the company's product demand and overall metals sector. In order to achieve a higher rating, S&P would expect debt leverage to be sustained at significantly less than 8x, which could be achieved through EBITDA growth or debt reduction, with a commitment from management and the financial sponsor to maintain a more conservative financial risk profile. S&P would also expect the company to maintain an adequate liquidity position. S&P could revise its outlook to stable in the next 12 months if the company's debt leverage increased to above 8x and EBITDA interest coverage deteriorated to about 1.5x. This could occur due to a reversal of slightly improving market conditions to those deemed weak, such as in 2015, or if operating performance deteriorated significantly because of a macroeconomic downturn and heightened competition drove a steep drop in metals prices. SABRE HOLDINGS: S&P Raises CCR to 'BB-', Outlook Stable ------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Southlake, Texas-based travel technology companies Sabre Holdings Corp. and Sabre Inc. to 'BB-' from 'B+'. The rating outlook is stable. At the same time, S&P raised its issue-level rating on Sabre's secured notes and credit facilities to 'BB-' from 'B+'. The recovery rating remains '3', indicating S&P's expectation for meaningful recovery (50%-70%; upper half of the range) of principal in the event of a payment default. "The upgrade reflects better-than-expected EBITDA and cash flow performance," said S&P Global Ratings analyst Elton Cerda. "It also reflects our expectation that the lower financial sponsor ownership will allow the company to continue to reduce debt-to-EBITDA and maintain leverage between 3x and 4x." S&P Global Ratings' ratings on Sabre are based on the company's position as one of the largest GDSs and its fast-growing software business. S&P's ratings also reflect Sabre's market-leading position in travel distribution in the U.S. and the growing demand for travel-related services. A GDS is an intermediary between travel suppliers (airlines, hotels, rental car companies, cruises, etc.), travel agencies (brick-and-mortar and online), and corporations. As such, it gathers inventory information (seats, rooms, etc.) from those suppliers, and generates revenues from booking fees paid by travel suppliers and from fees charged for hardware and software used by travel agencies. Although there are three major players in the global GDS business, the segment is highly competitive and some of Sabre's customers (i.e., commercial airlines) continue to exert pressure on fees and push for alternative distribution platforms. Sabre's software business is the fastest growing segment within the company as airlines and hotels seek to reduce costs and increase productivity. However, the software segment is meaningfully smaller than the GDS segment, with a slightly lower but expanding EBITDA margin. "Our ratings also reflect our expectations for debt leverage to remain in the 3x to 4x area over the next few years. We believe the company's financial policy will remain aggressive because we believe the company could issue debt to pursue opportunistic acquisitions, fund share buybacks, and to fund potential future legal settlements. As of February 2016, private equity firms Silver Lake Partners and TPG Capital had a combined controlling interest in Sabre of about 25%, down from almost 40% at the end of 2015. We expect that the private equity firms will continue to reduce their ownership in the company. As of March 31, 2016, the company's debt leverage was 3.9x, slightly less than a year ago. We expect debt leverage will decline to the mid-3x area by the end of 2016 (absent any potential litigation settlement with US Airways, which could increase leverage). Although we believe any adverse settlement with US Airways will be significantly less than the recent American Airlines settlement, it could still have a noticeable impact on Sabre's cash flow generation," S&P said. The stable rating outlook reflects S&P's expectation that Sabre's operating performance will remain stable, with revenues and EBITDA growth in the mid-single-digit area. Additionally it reflects S&P's view that debt leverage will stay in the mid- to high-3x area. SAITO BROS: Trustee's TRO Bid Against Foreclosure Sale Denied ------------------------------------------------------------- Judge Terry L. Myers of the United States Bankruptcy Court for the District of Idaho denied the motion filed by Janine Reynard, the interim trustee in the chapter 7 liquidation of Saito Bros, Inc., for a temporary restraining order and preliminary injunction. Reynard sought to enjoin a foreclosure sale by secured creditor Mark B. Perry of real property located in Washington County, Idaho, pending a proposed sale by the trustee. The bankruptcy case is IN RE SAITO BROS, INC., Chapter 7, Debtor, Case No. 16-00064-TLM (Bankr. D. Idaho). The adversary proceeding is JANINE P. REYNARD, Trustee, Plaintiff, v. MARK B. PERRY, Defendant, Adv. No. 16-06004-TLM (Bankr. D. Idaho). A full-text copy of Judge Myers' March 31, 2016 memorandum of decision is available at http://is.gd/jzgDHDfrom Leagle.com. Janine P. Reynard is represented by: Matthew Todd Christensen, Esq. ANGSTMAN JOHNSON, PLLC 3649 N. Lakeharbor Lane Boise, ID 83793 Tel: (208)384-8588 Fax: (208)853-0117 Email: info@angstman.com SANDRIDGE ENERGY: Files Voluntary Chapter 11 Bankruptcy Petition ---------------------------------------------------------------- SandRidge Energy, Inc., on May 16, 2016 disclosed that it has voluntarily filed petitions under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the "Chapter 11") to consummate a "pre-arranged" reorganization through a restructuring support agreement (the "Restructuring Support Agreement" or the "Agreement") entered into with holders of approximately (i) 98% in principal amount outstanding under the Company's reserve-based lending facility ("RBL"), (ii) 79% in principal amount of the Company's second lien notes, and (iii) 55% in principal amount of the Company's senior unsecured notes. The Restructuring Support Agreement contemplates an RBL facility and the equitization of approximately $3.7 billion of other funded indebtedness. Under the Agreement, the Company's pro forma capital structure will consist of (i) $425 million in first lien RBL debt (maturing in 2020), and (ii) $300 million in mandatorily convertible debt that will accrue interest on a non-cash basis and convert into equity in the reorganized Company at the earlier of certain conversion events or four years from the effective date of the Chapter 11 plan of reorganization (the "Plan"). The Company projects having ample liquidity to fund its ongoing operations and its capital programs throughout the Chapter 11 and upon emergence thereafter, without the need for debtor-in-possession financing or other additional capital. As part of the Chapter 11, SandRidge has filed "first day" motions that, when granted, will enable the Company's day-to-day operations to continue as usual. Specifically, the Company requested authority to pay operating expenses associated with production activities, joint interest billings for non-operated properties, royalty and working interest owners, and lienholders, as well as employee wages and benefits without change or interruption. Additionally, the Company will pay all suppliers and vendors in full under normal terms for goods and services provided during the Chapter 11 cases. "We are pleased that our creditors recognize the long-term value SandRidge and its employees can create with an improved balance sheet. The new capital structure will allow the Company to concentrate on oil and gas exploration and development in our active Oklahoma and Colorado project areas," said James Bennett, SandRidge President and CEO. "We look forward to completing this next phase of the process quickly with minimal disruption to our business." Jeff Serota, SandRidge Chairman of the Board and Chairman of the Restructuring Committee of the Board, remarked, "Constructive dialogue with each major funded debt constituency and an efficient negotiating process have led to [Mon]day's announcement. We appreciate the efforts of our creditors and their advisors and commend the diligent efforts of management and our employees, as well as our advisors and Restructuring Committee in getting to this point." Kirkland & Ellis LLP is serving as legal counsel to SandRidge and Houlihan Lokey, Inc. is serving as financial advisor. About SandRidge Energy SandRidge Energy, Inc. (OTC PINK: SDOC) -- http://www.sandridgeenergy.com/-- is an oil and natural gas exploration and production company headquartered in Oklahoma City, Oklahoma, with its principal focus on developing high-return, growth-oriented projects in the U.S. Mid-Continent and Niobrara Shale. SandRidge Energy reported a net loss of $4.32 billion in 2015 following net income of $351.89 million in 2014. As of Dec. 31, 2015, SandRidge had $2.99 billion in total assets, $4.17 billion in total liabilities and a total stockholders' deficit of $1.18 billion. * * * The Troubled Company Reporter, on March 22, 2016, reported that Standard & Poor's Ratings Services raised its corporate credit rating on oil and gas exploration and production company SandRidge Energy Inc. to 'CCC-' from 'D'. The outlook is negative. SEA SHELL: Judge Orders Dismissal of Chapter 11 Case ---------------------------------------------------- A U.S. bankruptcy judge has ordered the dismissal of Sea Shell Collections LLC's Chapter 11 case. The order, issued on May 10 by Judge Jerry Oldshue of the U.S. Bankruptcy Court for the Northern District of Florida, granted the motion of Stabilis Master Fund III LLC to dismiss the case. The court order also barred Sea Shell Collections from filing a new case until November 6. Stabilis had asked for the dismissal of the case, arguing it wasn't filed in good faith and that it was an attempt by the company to put the foreclosure sale of the hedge fund's collateral on hold. The hedge fund also questioned Sea Shell Collections' ability to have its Chapter 11 plan approved. Sea Shell Collections LLC defended the filing of its bankruptcy case, saying it was forced to do so because of the hedge fund's "continued predatory and bad faith actions." "The continued predatory and bad faith actions of Stabilis have left debtor with no choice but to seek protection from the bankruptcy court as it seeks to reorganize its debts," Sea Shell Collections said in court papers. Sea Shell Collections recounted how the company was once induced by the hedge fund to dismiss its prior bankruptcy case. The company said it voluntarily dismissed the 2014 bankruptcy proceeding as a result of a "bad faith" settlement agreement it entered into with Stabilis involving the sale of the Sea Shell Shopping Center. About Sea Shell Collections Sea Shell Collections LLC, owner and operator of a shopping center, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Fla. Case No. 16-30304) on March 31, 2016. The petition was signed by James C. Moulton as president - Mouton Propertis, Inc., manager. The Debtor listed total assets of $21.28 million and total liabilities of $37.03 million. Richard M Colbert PLLC represents the Debtor as counsel. SEACOR HOLDINGS: S&P Lowers CCR to 'B', Outlook Negative -------------------------------------------------------- S&P Global Ratings lowered its corporate credit and unsecured debt ratings on Ft. Lauderdale, Fla.-based offshore marine services, shipping and logistics company SEACOR Holdings Inc. to 'B' from 'B+'. The negative outlook reflects S&P's view that leverage could exceed levels it views as appropriate for the current rating, or liquidity could weaken. At the same time, S&P lowered its issue-level rating on the company's senior unsecured debt to 'B' from 'B+'. The recovery rating on this debt remains '3', indicating S&P's expectation of meaningful (50% to 70%, lower half the range) recovery to creditors in the event of a payment default. "The downgrade reflects a downward revision of our assumptions for dayrates and utilization of SEACOR's offshore supply vessel fleet in light of continued low oil and natural gas prices, as well as moderately lower margins in the company's other businesses, resulting in weaker credit measures than previously anticipated over the next two years," said S&P Global Ratings analyst Carin Dehne-Kiley. The negative outlook on SEACOR reflects the potential for a downgrade should leverage exceed levels S&P views as appropriate for the rating, or if liquidity deteriorates. S&P currently expects FFO to debt to average roughly 5% over the next two years. S&P could lower the rating if it expected FFO to debt to approach unsustainable levels or if S&P expected liquidity to deteriorate. This would most likely occur if dayrates and utilization in the offshore marine segment fell below S&P's projections, or if the company executed material debt-funded acquisitions that did not add to near-term cash flow. S&P could revise the outlook to stable if it expected FFO to debt to approach 12% on a sustained basis, which would most likely occur in conjunction with a recovery in offshore drilling activity. SEPULVEDA SAMSON: Case Summary & 2 Unsecured Creditors ------------------------------------------------------ Debtor: Sepulveda Samson Investments LLC 721 S Harbor Blvd Fullerton, CA 92832 Case No.: 16-12038 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: May 13, 2016 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Hon. Catherine E. Bauer Debtor's Counsel: Yoon O Ham, Esq. LEWIS & HAM, LLP 1425 W Foothill Blvd., Suite 235 Upland, CA 91786 Tel: 909-256-2920 Fax: 909-256-2927 E-mail: hamy@lewishamlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Gary Kanter, manager. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb16-12038.pdf SFX ENTERTAINMENT: Hires Jones Lang as Real Estate Broker --------------------------------------------------------- SFX Entertainment, Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the District of Delaware to employ Jones Lang LaSalle Brokerage, Inc. as real estate broker, nunc pro tunc to April 15, 2016. The Debtors require JLL to: (a) sublease the Client's leased premises on the 8th, 14th and 15 floors of the building located at 902 Broadway, New York, New York 10017 (the "Current Premises"); (b) arrange for an assignment of all or a portion of the Client's obligations under the lease for the Current Premises, plus the Client's obligation to lease additional space on the 10th floor of the building on or before September 1, 2017 (collectively, the "Current Lease"); (c) arrange for an agreement between the landlord and the Client whereby the Client is relieved of all or a portion of their obligations under the Lease (collectively with subparagraphs (a) and (b), the "Disposition Lease"); (d) locate and assist in negotiating lease(s) for new office space, or assist in negotiating renewal or extension of existing lease(s), on behalf of the Client in the New York metropolitan area (the "New Lease"); and (e) acquire the details on all contemplated or presently available locations, presenting to the Client a recommendation on the locations that would be the most suitable (collectively with subparagraph (d), the "Acquisition Services", and together with the Disposition Services, the "Services"). The Debtors agreed to compensate JLL as follows: A. In connection with the Disposition Services, the following compensation schedule shall apply to subleases, lease assignments or lease termination, whether or not through the efforts of JLL (subleases and lease assignments both referred to below as a sublease): i. Subleases and/or assignments: - Transaction without a cooperating broker: the lease of (i) one full commission, calculated in accordance with the Standard Market Disposition Commission Rates set forth in Exhibit A to the Services Agreement and (ii) 25% of any "value" actually realised by the Client (which, for the avoidance of doubt, shall be calculated as follows: (x) the total consideration received by the Client, less (y) any rent due and payable by the Client pursuant to the Lease for the applicable portion of the Premises being sublet or assigned (other than fees, costs, expenses or commissions set forth in Section 2.1 of the Services Agreement) over $1,000,000 as a result of said sublease/assignments, shall be paid by the Client to JLL. - Transaction with a cooperating broker: the lesser of (i) an override equal to 50% of the commission, calculated in accordance with the Standard Market Disposition Commission Rates set forth in Exhibit A to the Services Agreement and (ii) 25% of any "value" actually realized by the Client (which, for the avoidance of doubt, shall be calculated as follows: (x) the total consideration received by the Client, less (y) any rent due and payable by the Client pursuant to the Lease for the applicable portion of the Premises being sublet or assigned (other than fees, costs, expenses or commissions set forth in Section 2.1 of the Services Agreement) over $1,000,000 as a result of said sublease/assignments, shall be paid by the Client to JLL, in addition to one full commission paid by the Client to the Cooperating Broker. ii. Early termination of the Lease: - Early termination (other than a rejection of the lease in bankruptcy): a commission equal to 25% of the "value: actually realized by the Client in excess $1,000,000 will be paid to JLL by the Client. For avoidance of doubt, "value" shall be calculated as follows: (x) the total consideration received by the Client (including, but not limited to, a cash payment (other than return of a deposit) received by the Client from landlord in connection with the Lease termination and/or rent abatement given by landlord to the Client on any premises within the landlord's portfolio that is leased by the Client in connection with the Lease Termination), less (y) any rents otherwise due and payable by the Client to the landlord pursuant to the Lease for what portion of the Premises being terminated (other than fees, costs, expenses or commissions set forth in Section 2.1 of the Services Agreement). B. In no event shall the fee paid to JLL for a Disposition Commission be greater than $750,000. The Debtor has agreed to pay expenses that are set forth in a budget prepared by JLL and by the Client (or the Reorganized Client) in the Client's sole discretion. Thomas P. Mullaney, Managing Director of JLL Restructuring Services, 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. JLL may be reached at: Thomas P. Mullaney Jones Lang LaSalle Brokerage, Inc. 330 Madison Avenue New York, NY 10017 Tel: (805)259-9486 E-mail: tom.mullaney@am.jll.com About SFX Entertainment SFX Entertainment, Inc., and 43 of its affiliates, a global producer of live events and digital entertainment content focused exclusively on the electronic music culture and other world-class festivals, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10238 to 16-10281) on Feb. 1, 2016. The petitions were signed by Michael Katzenstein as chief restructuring officer. The Debtors disclosed total assets of $661.6 million and total debts of $490.2 million. Judge Mary F. Walrath is assigned to the case. Greenberg Traurig, LLP serves as the Debtors' counsel. Kurtzman Carson Consultants LLC acts as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors retained Pachulski Stang Ziehl & Jones LLP as counsel; and Conway Mackenzie, Inc., as financial advisor. SHELBOURNE NORTH: Court Sanctions Kelleher for Baseless Suit ------------------------------------------------------------ Plaintiff Garrett Kelleher filed this adversary proceeding against Defendants National Asset Loan Management, Ltd. ("NALM") and Capita Asset Services (Ireland) Limited alleging that they are barred under provisions in the confirmed chapter 11 plan of Shelbourne North Water Street, L.P. from collecting on a personal loan made to Kelleher. NALM and Capita filed a motion to dismiss the complaint and then a motion for a protective order. Before either motion was decided, Kelleher voluntarily dismissed the complaint without prejudice. The NALM Parties then filed a motion for sanctions. They contend that there was no basis in law or fact for Kelleher's complaint and that sanctions should be imposed. Judge Carol A. Doyle of the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division, granted the NALM Parties' motion for sanctions under Rule 9011 against Kelleher and Joseph Frank. The court required Kelleher and his counsel to pay the NALM Parties' attorneys' fees in defending this action. A full-text copy of the Memorandum Opinion dated April 28, 2016 is available at http://is.gd/tqtZFhfrom Leagle.com. The adversary case is Garrett Kelleher, Plaintiff, v. National Asset Loan Management, Ltd. and Capita Asset Services (Ireland) Limited, Defendants, Adversary No. 15 A in relation to In re: Shelbourne North Water Street L.P., Debtor. 00544,Case No. 13 B 44315. Garrett Kelleher, Plaintiff, is represented by Joseph D Frank, Esq. -- jfrank@fgllp.com -- FrankGecker LLP, Frances Gecker, Esq. -- fgecker@fgllp.com -- FrankGecker LLP, Jeremy C Kleinman, Esq. -- jkleinman@fgllp.com -- FrankGecker LLP. National Asset Loan Management, Ltd., Defendant, is represented by Travis J Eliason, Esq. -- travis.eliason@quarles.com -- Quarles & Brady LLP, Faye B Feinstein, Esq. -- faye.feinstein@quarles.com -- Quarles & Brady LLP. About Shelbourne North Water Street A group of creditors filed an involuntary Chapter 11 petition against Chicago, Illinois-based Shelbourne North Water Street L.P. (Bankr. D. Del. Case No. 13-12652) on Oct. 10, 2013. The case is assigned to Judge Kevin J. Carey. The petitioners are represented by Zachary I Shapiro, Esq., and Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. The Debtor consented on Nov. 8, 2013, to being in Chapter 11 reorganization. FrankGecker LLP represents the Debtor in its restructuring effort. SKYBRIDGE SPECTRUM: Objects to Leong's Sec. 543 Motion ------------------------------------------------------ Court-appointed Receiver, Susan L. Uecker, filed her joinder to Dr. Arnold Leong's Amended Motion, which asked the U.S. Bankruptcy Court for the District of Delaware to excuse the Receiver from compliance with Section 543 of the Bankruptcy Code and grant relief from the Automatic Stay, or appoint a Chapter 11 Trustee ("543 Motion"). Debtor Skybridge Spectrum Foundation objected to the 543 Motion. "Glossing over the fact that Receiver has been willfully violating the automatic stay since she learned of Debtor's bankruptcy filing no later than March 14, 2016 and decided not to turn over Debtor's property despite express demand, Leong manages to recite an explanation of the purpose of the automatic stay that somehow fails to mention providing the Debtor a breathing spell... Leong blithely asserts that Debtor will suffer no prejudice by permitting Receiver to continue depriving Debtor of its property. He suggests that doing so would eliminate "gaming"... And it may even prevent a "catastrophic loss"... It is Receiver who has abandoned her fiduciary duties and is "gaming," not Debtor. And it is she who is seeking to liquidate Debtor at a "catastrophic loss." Debtor is seeking to preserve its assets and reorganize," the Debtor contends. Susan L. Uecker, Court-appointed Receiver, is represented by: Eric D. Schwartz, Esq. Curtis S. Miller, Esq. Marcy J. McLaughlin, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 North Market Street, Suite 1800 Wilmington, DE 19801 Telephone: (302)351-9208 Facsimile: (302)425-4672 E-mail: eschwartz@mnat.com cmiller@mnat.com mmclaughlin@mnat.com - and - David DeGroot, Esq. SHEPPARD MULLIN RICHTER & HAMPTON LLP Four Embarcadero Center, 17th Floor San Francisco, CA 94111 Telephone: (415)774-3230 Facsimile: (415)434-3947 E-mail: ddegroot@sheppardmullin.com Skybridge Spectrum Foundation is represented by: Elihu E. Allinson III, Esq. SULLIVAN HAZELTINE ALLINSON LLC 901 North Market Street, Suite 1300 Wilmington, DE 19801 Telephone: (302)428-8191 Facsimile: (302)428-8195 E-mail: zallinson@sha-llc.com About Skybridge Spectrum Foundation Skybridge Spectrum Foundation filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-10626) on March 11, 2016. Warren C. Havens signed the petition as president, sole director and sole member. The Debtor estimated assets in the range of $100 million to $500 million and debts of up to $500,000. Sullivan Hazeltine Allinson LLC represents the Debtor as counsel. SOUTHCROSS ENERGY: Incurs $15.5 Million Net Loss in First Quarter ----------------------------------------------------------------- Southcross Energy Partners, L.P. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $15.5 million on $120 million of total revenues for the three months ended March 31, 2016, compared to a net loss of $13.9 million on $186 million of total revenues for the same period in 2015. As of March 31, 2016, Southcross had $1.31 billion in total assets, $693 million in total liabilities and $620 million in total partners' capital. "We have the right team and strategically located assets to best leverage the anticipated recovery in commodity prices and associated increase in Eagle Ford drilling activity," said John Bonn, president and chief executive officer of Southcross' general partner. "We remain focused on best positioning Southcross during the current commodity price environment and associated market uncertainty." For the quarter ended March 31, 2016, growth capital expenditures were $3.1 million and were related primarily to work to enhance system efficiency and reliability. Southcross anticipates that growth capital expenditures for full year 2016 will be in the range of $20 million to $30 million. As of March 31, 2016, Southcross had total outstanding debt of $639.2 million including $184.6 million under its revolving credit facility and a $14.2 million senior unsecured note payable. Based on the terms of its credit facilities, as amended on May 7, 2015, Southcross' total leverage ratio (as generally defined as debt divided by credit agreement EBITDA) was 5.5 to 1 as of March 31, 2016, which included the benefit of a $0.5 million equity cure in order to meet the leverage covenant requirement. The cure will be funded in accordance with the terms of the equity cure contribution agreement. Distributable cash flow for the quarter ended March 31, 2016, was $10.3 million, compared to $7.8 million for the same period in the prior year and $11.4 million for the quarter ended Dec. 31, 2015. A full-text copy of the Form 10-Q is available for free at: https://is.gd/5MD3uq About Southcross Energy Partners, L.P. Southcross Energy Partners, L.P. is a master limited partnership that provides natural gas gathering, processing, treating, compression and transportation services and NGL fractionation and transportation services. It also sources, purchases, transports and sells natural gas and NGLs. Its assets are located in South Texas, Mississippi and Alabama and include four gas processing plants, two fractionation plants and approximately 3,100 miles of pipeline. The South Texas assets are located in or near the Eagle Ford shale region. Southcross is headquartered in Dallas, Texas. Visit www.southcrossenergy.com for more information. Southcross Energy reported a net loss attributable to partners of $51.4 million on $698 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to partners of $36.7 million on $849 million of total revenues for the year ended Dec. 31, 2014. * * * As reported by the TCR on April 5, 2016, Standard & Poor's Ratings Services said it lowered its corporate credit and senior secured rating on Southcross Energy Partners L.P. to 'CCC+' from 'B-'. The TCR reported on Jan. 13, 2016, that Moody's Investors Service downgraded Southcross Energy Partners, LP's Corporate Family Rating to Caa1 from B2. "Southcross' Caa1 CFR reflects its high financial leverage, limited scale, concentration in the Eagle Ford Shale and our expectation of continued high leverage and challenging industry conditions into 2017," according to the report. SPI ENERGY: Appoints New Independent Director --------------------------------------------- SPI Energy Co., Ltd., announced that Dr. Maurice Ngai has been appointed as a new independent director, chairman of the Audit Committee and a member of the Compensation Committee, effective May 9, 2016. "We are delighted to welcome someone of Dr. Ngai’s caliber and experience to our Board," said Xiaofeng Peng, Chairman and CEO of SPI Energy. "Given his wealth of knowledge of financial, accounting and corporate governance issues, he is the ideal choice to serve as the chairman of the Company's Audit Committee. I am confident that Dr. Ngai's strategic skillset and business acumen will be extremely valuable as we plan for future growth.' Dr. Ngai is the founder and CEO of SW Corporate Services Group Limited, a company providing company secretarial, corporate governance and compliance services. Prior to that, he was the director and head of listing services of an independent integrated corporate services provider. He has over 25 years of corporate and professional experience, working in senior management posts of company secretary, executive director and chief financial officer. During his career, Dr. Ngai has led and participated in a number of significant corporate finance projects including listings, mergers and acquisitions as well as issuance of debt securities. Dr. Ngai is a member of the Working Group on Professional Services under the Economic Development Commission of HKSAR, a director of Hong Kong Coalition of Professional Services, the President of the Hong Kong Institute of Chartered Secretaries (2015), a General Committee member of The Chamber of Hong Kong Listed Companies, a member of Qualification and Examination Board of the Hong Kong Institute of Certified Public Accountants and the Adjunct Professor of Law of Hong Kong Shue Yan University. Dr. Ngai obtained a Doctoral Degree in Finance at Shanghai University of Finance and Economics, a Master's Degree in Corporate Finance from Hong Kong Polytechnic University, a Master's Degree in Business Administration from Andrews University of Michigan and a Bachelor's Degree in Laws at University of Wolverhampton. He is in a selected talent pool of State-owned Assets Supervision and Administration of the State Council (SASAC) and is serving as an independent non-executive director of several reputable listed companies. About SPI Energy Co., Ltd. SPI Energy Co., Ltd., (As successor in interest to Solar Power, Inc.), is a global provider of photovoltaic (PV) solutions for business, residential, government and utility customers and investors. SPI Energy focuses on the downstream PV market including the development, financing, installation, operation and sale of utility-scale and residential solar power projects in China, Japan, Europe and North America. The Company operates an innovative online energy e-commerce and investment platform, http://www.solarbao.com/,which enables individual and institutional investors to purchase innovative PV-based investment and other products; as well as http://www.solartao.com/, a B2B e-commerce platform offering a range of PV products for both upstream and downstream suppliers and customers. The Company has its operating headquarters in Shanghai and maintains global operations in Asia, Europe, North America and Australia. Solar Power reported a net loss of $5.19 million in 2014, a net loss of $32.2 million in 2013 and a net loss of $25.4 million in 2012. As of Sept. 30, 2015, the Company had $727 million in total assets, $431 million in total liabilities and $296 million in total equity. SPI ENERGY: Enters into $57 Million Share Purchase Agreements ------------------------------------------------------------- SPI Energy Co., Ltd., announced the entry into share purchase agreements with existing shareholders including Zhou Shan, Head & Shoulders Global Investment Limited (formerly Robust Elite Limited), and certain members of its management team, to purchase an aggregate of 75,990,000 ordinary shares of the Company (the "Shares") at a price of US$0.759 per Share (US$7.59 per ADS), for a total consideration of US$57.68 million. The Shares are being offered and sold solely to non-U.S. investors, on a private placement basis in reliance on Regulation S promulgated under the U.S. Securities Act of 1933, as amended. The completion of the above transaction is subject to the satisfaction of customary closing conditions and the Purchasers are subject to a one-year lock-up period. Net proceeds from the above transaction are intended to be used for expansion of SPI Energy's global PV project activities and general corporate purposes. About SPI Energy Co., Ltd. SPI Energy Co., Ltd., (As successor in interest to Solar Power, Inc.), is a global provider of photovoltaic (PV) solutions for business, residential, government and utility customers and investors. SPI Energy focuses on the downstream PV market including the development, financing, installation, operation and sale of utility-scale and residential solar power projects in China, Japan, Europe and North America. The Company operates an innovative online energy e-commerce and investment platform, http://www.solarbao.com/,which enables individual and institutional investors to purchase innovative PV-based investment and other products; as well as http://www.solartao.com/, a B2B e-commerce platform offering a range of PV products for both upstream and downstream suppliers and customers. The Company has its operating headquarters in Shanghai and maintains global operations in Asia, Europe, North America and Australia. Solar Power reported a net loss of $5.19 million in 2014, a net loss of $32.2 million in 2013 and a net loss of $25.4 million in 2012. As of Sept. 30, 2015, the Company had $727 million in total assets, $431 million in total liabilities and $296 million in total equity. SS BODY ARMOR: Cohen's Bid to Stay Pending Appeal Denied -------------------------------------------------------- Judge Sue L. Robinson of the United States District Court for the District of Delaware denied D. David Cohen's motion to stay pending resolution of his appeal before the Second Circuit Court of Appeals. Cohen appealed to the Second Circuit the Eastern District's order granting a motion to approve a settlement agreement between the debtor, SS Body Armor I, and the plaintiffs in a New York class action, as well as the debtor's motion to dismiss a New York derivative action, thus leaving fee issues to the bankruptcy court. Cohen also appealed the bankruptcy court's order granting in part and denying in part his fee claim seeking payment of $1,860,000 in fees and expenses. A full-text copy of Judge Robinson's March 30, 2016 memorandum order is available at http://is.gd/1Uuijnfrom Leagle.com. The bankruptcy case is IN RE: SS BODY ARMOR I, INC., et al., Debtors, Bank. No. 10-11255 (CSS) (Bankr. D. Del.). The appealed case is D. DAVID COHEN, Appellant, v. SS BODY ARMOR I, INC., Appellee, Civ. No. 15-633-SLR (D. Del.). D. David Cohen is represented by: Michael Busenkell, Esq. GELLERT SCALI BUSENKELL & BROWN, LLC Gellert Scali Busenkell & Brown, LLC 1201 N. Orange Street, Suite 300 Wilmington, DE 19801 Tel: (302)425-5800 Fax: (302)425-5814 Email: mbusenkell@gsbblaw.com S.S. Body Armor I, Inc. is represented by: Laura Davis Jones, Esq. PACHULSKI, STANG, ZIEHL & JONES, LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Tel: (302)652-4100 Fax: (302)652-4400 Email: ljones@pszjlaw.com NECA-IBEW Pension Fund, George Baciu, Robbins Geller Rudman & Dowd LLP, Labaton Sucharow LLP, Robbins Arroyo LLP, Law Offices of Thomas Amon, are represented by: Kevin Scott Mann, Esq. CROSS & SIMON, LLC 1105 North Market Street, Suite 901 Wilmington, DE 19801 Tel: (302)777-4200 Fax: (302)777-4224 Email: kmann@crosslaw.com ST. MICHAEL'S MEDICAL: Court OKs Global Settlement Agreement ------------------------------------------------------------ Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the District of New Jersey approved the Global Settlement Agreement executed between Debtors Saint Michael's Medical Center, Inc., et. al., Trinity Health Corporation, and the Official Committee of Unsecured Creditors. A mediation was conducted on Oct. 7, 2015 among the parties to attempt to resolve the Committee's objections to the entry of the proposed Final DIP Order. The Parties were able to achieve consensus and the Court entered the Final DIP Order. The Parties entered into the Global Settlement Agreement in order to settle any and all disputes and issues existing between the Official Committee and the Debtors on the one hand, and Trinity on the other hand, arising as of the effective date of the Agreement. The Global Settlement Agreement contains, among others, the following relevant terms: (1) Budget and Wind Down: The Budget shall be amended to include reasonable costs of preparing and confirming a plan of liquidation and provide sufficient funding to effectuate an orderly wind down of the Debtors' estates, including the payment of allowed priority and administrative expense claims all reasonably acceptable in substance, costs and funding to the Debtors, Trinity and the Official Committee but in any such event such costs and funding shall not be more than $750,000 in the aggregate. (2) DIP Loans: The Commitment is increased to $15,750,000 and, to the extent the final DIP Loans balance is less than $15,750,000, the Debtors shall have the right to draw down from the DIP Facility an amount equal to the difference between the final DIP Loans balance and $15,750,000. (3) Waiver of Claims: (i) DIP Obligations: Trinity shall waive all of its claims arising from or related to any and all of the DIP Obligations and all attendant liens and security interests, including, but not limited to, any lien on or claim to the Parking Lot, funds subject to the BONY adversary proceeding and proceeds of the Avoidance Actions. (ii) General Unsecured Claim: Trinity shall retain a general unsecured claim ("Trinity Claim") that will share in any distribution to the class of general unsecured creditors pursuant to a confirmed plan of liquidation (or an order of dismissal) as follows: (a) If the total amount of allowed general unsecured claims, other than the Trinity Claim ("Non-Trinity Claims"), is greater than $100,000,000, then after the Non-Trinity Claims have received a distribution of 4%, or in any event not to exceed $8,000,000, the Trinity Claim shall receive 30% and the Non-Trinity Claims shall receive 70% of the remaining amount available for distribution to general unsecured creditors; (b) If the Non-Trinity Claims are between $100,000,000 and $75,000,000, then, after the Non-Trinity Claims have received a distribution of 8%, the Trinity Claim shall receive 30% and the Non-Trinity Claims shall receive 70% of the remaining amount available for distribution to general unsecured creditors; (c) If the Non-Trinity Claims are between $74,999,999 and $50,000,000, then, after the Non-Trinity Claims have received a distribution of 12%, the Trinity Claim shall receive 30% and the Non-Trinity Claims shall receive 70% of the remaining amount available for distribution to general unsecured creditors; (d) If the Non-Trinity Claims are between $49,999,999 and $25,000,000, then, after the Non-Trinity Claims have received a distribution of 15%, the Trinity Claim shall receive 30% and the Non-Trinity Claims shall receive 70% of the remaining amount available for distribution to general unsecured creditors; (e) If the Non-Trinity Claims are less than $25,000,000, then, after the Non-Trinity Claims have received a distribution of 20%, the Trinity Claim shall receive 30% and the Non-Trinity Claims shall receive 70% of the remaining amount available for distribution to general unsecured creditor. The Global Settlement Agreement was approved by Judge Papalia despite the objections filed by (a) District 1199J, National Union of Hospital & Healthcare Employees, AFSCME and District 1199J Benefit & Pension Funds, and (b) Med Realty, LLC, Columbus MedRealty, LLC, Saint James MedRealty,LLC and Hospital MedRealty, LLC. A full-text copy of the Order, dated April 26, 2016, is available at https://is.gd/wosaDv Saint Michael's Medical Center, Inc., and its affiliated debtors are represented by: Michael D. Sirota, Esq. Ryan T. Jareck, Esq. COLE SCHOTZ P.C. Court Plaza North 25 Main Street P.O. Box 800 Hackensack, NJ 07602-0800 Telephone: (201)489-3000 Facsimile: (201)489-1536 E-mail: msirota@coleschotz.com rjareck@coleschotz.com The Official Committee of Unsecured Creditors of Saint Michael's Medical Center, Inc., et. al. is represented by: Andrew H. Sherman, Esq. Boris I. Mankovetskiy, Esq. Lucas F. Hammonds, Esq. SILLS CUMMIS & GROSS P.C. One Riverfront Plaza Newark, NJ 07102 Telephone: (973)643-7000 Facsimile: (973)643-6500 E-mail: asherman@sillscummis.com bmankovetskiy@sillscummis.com lhammonds@sillscummis.com About Saint Michael's Medical 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. STAPLES INC: Fitch Affirms 'BB+' IDR, Off CreditWatch Negative -------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating for Staples, Inc. at 'BB+' and the Short-Term IDR at 'B'. Fitch has removed the Rating Watch Negative following the announced termination of the Office Depot acquisition. The Rating Outlook is Stable. KEY RATING DRIVERS Office Depot Merger to be Terminated Staples and Office Depot announced an intention to terminate their merger agreement on May 16, 2016, following a federal court decision to grant the FTC's request to block the merger on anti-competitive concerns. Standalone Business Expected to Be Flat at Best The ratings reflect continued secular headwinds and competitive challenges in the office products category which have pressured EBITDA since 2012. On a standalone basis, Fitch views Staples as having limited ability to reverse declines in sales and EBITDA over the forecast horizon, especially given the heightened threat from new entrants in the contract stationer business. Staples has fought a number of challenges in recent years, including both secular headwinds and strengthened competition. The ongoing digitalization of the workplace has had a negative impact on sales of core office supplies, ink/toner and paper, which represent around half of Staples volume. Sales of technology products (approximately 20% of sales) have been weak due to a slowing replacement cycle and saturation of key products such as laptops and tablets. Fitch expects both of these headwinds to continue over the forecast horizon. As sales shift online across many retail categories, new competitors have emerged in the office products category, pressuring in-store sales across the industry. Since 2012, Staples' North American retail sales are down approximately 25% (recently exacerbated by the weak Canadian dollar) and margins of the combined retail/Staples.com business have contracted from 8.3% to 4.5%. As a result, EBITDA contribution has declined nearly 50% from $1.2 billion (57% of total) in 2012 to $650 million (45% of total) in 2015. Amazon has begun a significant push into office products sales to contract customers, which will limit market share opportunities for existing players. Sales and EBITDA to contract customers have been fairly stable for the last few years, but Fitch expects Staples' competitive positioning could weaken over time. Staples has undertaken a number of initiatives to combat these challenges. First, the company has reduced its North American store base by around 300 units or over 15% since 2011, with another 50 announced for 2016, to an expected 1,510 by the end of 2016. Second, the company has refocused selling efforts around categories including breakroom and janitorial supplies, which are seeing less secular pressure. Finally, the company has managed its cost structure through the elimination of over $750 million in expenses over the last three years. The company has announced an additional $300 million cost reduction program to be completed by 2018, and the pursuit of strategic alternatives for Staples' European business, which Fitch estimates is modestly EBITDA negative. While these efforts have mitigated secular pressures, Staples' sales and EBITDA have declined each year from their respective peaks in 2011 of $25 billion and $2.3 billion. In 2015, $21 billion in sales and EBITDA of $1.4 billion were both 6% below 2014 levels, with EBITDA margin falling to 6.7% from the 2011 peak of 9%. Fitch believes medium-term EBITDA will remain flat at best, likely within the $1.2 billion - $1.4 billion range, as industry challenges persist. Given the above EBITDA expectations, adjusted leverage is expected to trend in the 3.2x - 3.4x range over the forecast horizon, which Fitch views as representative of a 'BB+' rating for a secularly challenged retailer. KEY ASSUMPTIONS -- Fitch expects modestly negative annual sales growth over the forecast horizon, based on modestly negative retail/online comps and flattish growth in the commercial delivery business, with EBITDA ranging between $1.2 billion - $1.4 billion on modest margin declines. -- Projected free cash flow (FCF) after dividends of $300 million in 2016 will be used for merger-related debt issuance expenses of $100 million - $150 million and merger breakup fees of $250 million. The company has announced $100 million of share repurchases in 2016 and the company may need to fund this with revolver borrowings or cash on hand. FCF is expected to remain in the $300 million range annually beginning 2017, which Fitch expects will put towards share purchases. -- Adjusted leverage is expected to remain in the 3.2x - 3.4x range. RATING SENSITIVITIES Future developments that may, individually or collectively, lead to a negative rating action include continued negative sales and margin trends and declines in EBITDA that drive adjusted leverage above the mid-3x range. Future developments that may, individually or collectively, lead to a positive rating action include a stabilization of top-line trends, the resumption of positive EBITDA momentum, and maintenance of adjusted debt/EBITDAR at or under 3x. LIQUIDITY The company had adequate liquidity at Jan. 30, 2016, comprising of $825 million in cash and full availability on its $1 billion revolving credit facility. FULL LIST OF RATING ACTIONS Fitch has affirmed these ratings: Staples, Inc. -- Long-term IDR at 'BB+'; -- $1 billion unsecured revolving credit facility at 'BB+/RR4'; -- Senior unsecured notes at 'BB+/RR4'; -- Short-term IDR at 'B'; -- Commercial paper at 'B'. The Outlook is Stable. In addition, Fitch has withdrawn the ratings on the acquisition-related debt due to the announced termination of the Office Depot merger: -- $3 billion secured revolving credit facility; -- $2.5 billion secured term loan. STELLAR BIOTECHNOLOGIES: Incurs $861,000 Net Loss in 1st Quarter ---------------------------------------------------------------- Stellar Biotechnologies, Inc., reported a net loss of $861,010 on $326,335 of total revenues for the three months ended March 31, 2016, compared to a net loss of $426,164 on $187,627 of total revenues for the same period in 2015. For the six months ended March 31, 2016, the Company reported a net loss of $2.49 million on $814,495 of total revenues compared to a net loss of $1.76 million on $400,288 of total revenues for the six months ended March 31, 2015. As of March 31, 2016, Stellar had $9.42 million in total assets, $616,097 in liabilities and $8.81 million in shareholders' equity. "Stellar delivered another quarter with strong operational results, once again increasing sales over previous periods while demonstrating careful management of resources and projects," said Frank Oakes, president and chief executive officer of Stellar Biotechnologies, Inc. "The increased interest in Stellar KLH is a direct reflection of the growing pipeline of active immunotherapies using KLH, and recognition for Stellar's value proposition which is our ability to deliver scalable supplies of GMP grade KLH product. We are continuing to work closely with current and prospective customers to ensure long-term support of their immunotherapy programs." A full-text copy of the press release is available for free at: https://is.gd/Pt0db8 About Stellar Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s business is to commercially produce and market Keyhole Limpet Hemocyanin ("KLH") as well as to develop new technology related to culture and production of KLH and subunit KLH ("suKLH") formulations. The Company markets KLH and suKLH formulations to customers in the United States and Europe. KLH is used extensively as a carrier protein in the production of antibodies for research, biotechnology and therapeutic applications. Stellar Biotechnologies reported a net loss of $8.43 million for the year ended Aug. 31, 2014, a net loss of $14.5 million for the year ended Aug. 31, 2013, and a net loss of $5.52 million for the year ended Aug. 31, 2012. Stellar Biotechnologies reported a net loss of $2.84 million on $758,689 of revenues for the year ended Sept. 30, 2015. STONEGATE MORTGAGE: S&P Revises Outlook to Neg. & Affirms 'B' ICR ----------------------------------------------------------------- S&P Global Ratings said it revised its outlook on Stonegate Mortgage Corp. to negative from stable. At the same time, S&P affirmed its 'B' issuer credit rating on Stonegate. "The outlook revision follows Stonegate's announcement of weaker-than-expected earnings for the first quarter of 2016," said S&P Global Ratings credit analyst Stephen Lynch. "Stonegate originated $1.94 billion of mortgages in the first quarter, down 25% from the same period a year ago. Gain on sale margins also contracted, to about 120 bps from 173 bps, further weakening the firm's earnings." Persistently low interest rates also led to a $35.7 million negative mark on the company's mortgage servicing rights (MSRs). Although the negative mark is a non-cash adjustment, S&P views the tangible equity embedded in Stonegate's MSRs as a key component of the company's credit profile. Although the unpaid principal balance of Stonegate's MSRs increased to $18.1 billion during the quarter, the company ended the period with $171.7 million of MSRs, down from $199.6 million at the end of 2015. Stonegate ended the first quarter with $217.6 million of tangible equity, down from $272.6 million a year earlier. The negative outlook reflects weaker-than-expected earnings and depleting equity. S&P could lower its rating on Stonegate in the next six months to a year if earnings do not improve, if losses further impair its equity position, or if it has difficulty retaining its funding sources. S&P could also lower the rating if the company alters its business strategy, such as lowers the credit quality of mortgages to increase volume or if the firm becomes acquisitive. S&P could revise the outlook to stable if the company returns to a consistent level of profitability. More specifically, S&P would look for Stonegate to generate $15 million to $20 million of EBITDA per year. An upgrade, however, is unlikely over the next one to two years. Over time, S&P could raise the rating if the company is able to improve and sustain leverage below 4.0x debt to adjusted EBITDA. TAG ENTERTAINMENT: Bankr. Court Recommends Judgment Favoring U.S. ----------------------------------------------------------------- Judge Victoria S. Kaufman of the United States Bankruptcy Court for the Central District of California, San Fernando Valley, issued a report and recommendation to the district court for withdrawal of reference and to enter judgment in favor of the United States in the adversary proceeding captioned DIANE C. WEIL, Chapter 7 Trustee, Plaintiff, v. THE UNITED STATES OF AMERICA, Defendant, Adv. No. 1:10-ap-01342-VK (Bankr. C.D Cal.). Diane C. Weil, chapter 7 trustee, requested avoidance of allegedly fraudulent transfers to the defendant United States of America pursuant to 11 U.S.C. sections 544 and 550. Judge Kaufman found that the trustee did not demonstrate that any of the transfers flowed from the debtor to the United States, nor meet her burden of proving that any transfers were made with intent to hinder, delay or defraud creditors of the debtor. Judge Kaufman also respectfully submitted that the facts of the case, coupled with the consitutional mandate that the bankruptcy court does not have authority to enter final judgment in the proceeding, constitute sufficient cause within the meaning of 28 U.S.C. Section 157(d), for the district court to withdraw the reference for the purpose of entering final judgment in the proceeding. The bankruptcy case is In re: TAG ENTERTAINMENT CORP., Chapter 7, Debtor, Case No. 1:09-bk-26982-VK (Bankr. C.D. Cal.). A full-text copy of Judge Kaufman's March 29, 2016 order is available at http://is.gd/k5R6cUfrom Leagle.com. About TAG Entertainment TAG Entertainment Corp. -- http://www.tagentertainment.com/-- and its wholly owned subsidiary, TAG Entertainment USA, Inc., are independent producers of family oriented feature films, television programming and other entertainment products for theatrical, television and home video distribution. In 2004, the company produced 21 episodes of the television series Arizona Highways: The Television Series for local broadcast. TELEFLEX INC: S&P Lowers Rating on Sr. Unsecured Debt to 'BB' ------------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on U.S. medical device developer and manufacturer Teleflex Inc.'s senior unsecured debt to 'BB' from 'BB+', one notch below S&P's corporate credit rating on the company following issuance of $400 million senior unsecured notes due 2026. At the same time, S&P assigned a 'BB' rating to the new senior unsecured notes. The recovery rating on this debt is '5'. In addition, S&P revised its recovery rating on the company's existing unsecured debt to '5' from '4.' The '5' recovery rating indicates S&P's expectations of modest (10%-30%; upper half of the range) recovery in the event of a payment default. S&P revised its recovery rating on Teleflex's unsecured debt because of higher unsecured balances following its refinancing of the revolver borrowing with incremental senior unsecured notes. All of S&P's other ratings on Teleflex Inc. are unchanged. S&P's assessment of the financial risk profile is unchanged at intermediate because the transaction was leverage neutral. The corporate credit rating on Teleflex is 'BB+' with a stable outlook. RATINGS LIST Teleflex Inc. Corporate Credit Rating BB+/Stable/-- Downgraded; Recovery Ratings Revised To From Teleflex Inc. Senior Unsecured BB BB+ Recovery Rating 5H 4H New Rating Teleflex Inc. $400 Mil. Senior Unsecured Notes Due 2026 BB Recovery Rating 5H TENET HEALTHCARE: BlackRock Reports 11.1% Stake ----------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, BlackRock, Inc. disclosed that as of April 30, 2016, it beneficially owns 11,002,695 shares of common stock of Tenet Healthcare Corp. representing 11.1 percent of the shares outstanding. A copy of the regulatory filing is available for fre at https://is.gd/VHvIdn About Tenet Tenet Healthcare Corporation -- http://www.tenethealth.com/-- is a national, diversified healthcare services company with 110,000 employees united around a common mission: to help people live happier, healthier lives. The company operates 80 hospitals, 214 outpatient centers, six health plans and Conifer Health Solutions, a leading provider of healthcare business process services in the areas of revenue cycle management, value based care and patient communications. Tenet Healthcare reported a net loss attributable to the Company's common shareholders of $140 million on $18.63 billion of net operating revenues for the year ended Dec. 31, 2015, compared to net income available to the Company's common shareholders of $12 million on $16.60 billion of net operating revenues for the year ended Dec. 31, 2014. As of March 31, 2016, Tenet had $23.76 billion in total assets, $20.45 billion in total liabilities, $2.38 billion in redeemable noncontrolling interests in equity of consolidated subsidiaries and $926 million in total equity. * * * Tenet carries a 'B' IDR from Fitch Ratings, 'B' corporate credit rating from Standard & Poor's Ratings Services and 'B1' Corporate Family Rating from Moody's Investors Service. THIS IS IT LLC: Case Summary & 2 Unsecured Creditors ---------------------------------------------------- Debtor: This Is It, LLC 880 Attucks Lane Hyannis, MA 02601 Case No.: 16-11813 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: May 13, 2016 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Hon. Joan N. Feeney Debtor's Counsel: David B. Madoff, Esq. MADOFF & KHOURY LLP 124 Washington Street - Suite 202 Foxborough, MA 02035 Tel: 508-543-0040 Fax: 508-543-0020 E-mail: madoff@mandkllp.com - and - Steffani Pelton Nicholson, Esq. MADOFF & KHOURY LLP 124 Washington Street Foxborough, MA 02035 Tel: 508-543-0040 E-mail: pelton@mandkllp.com Total Assets: $2.20 million Total Liabilities: $3.05 million The petition was signed by Jeffrey Ehart, president/manager. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/mab16-11813.pdf THREE FROGS: Plea to Extend Exclusive Solicitation Period Denied ---------------------------------------------------------------- The Hon. Laura S. Taylor of the U.S. Bankruptcy Court for the Southern District of California has denied Three Frogs, Inc.'s motion to extend the Debtor's exclusive time for acceptance of plan of reorganization. For the reasons stated in the Court's tentative ruling and as further set forth on the record, the extension motion is denied. The Court has granted the motion for order terminating the Exclusive Period in which the Debtor may solicit acceptances of its Chapter 11 plan. Any party in interest may file a Chapter 11 plan and disclosure statement, and following court approval of the disclosure statement, solicit acceptances of that Chapter 11 plan. Headquartered in La Mesa, California, Three Frogs, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Cal. Case No. 15-04921) on July 27, 2015, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by David S. Wolfe, president. Judge Laura S. Taylor presides over the case. Michael T. O'Halloran, Esq., at the Law Office of Michael T. O'Halloran serves as the Debtor's bankruptcy counsel. TITAN INTERNATIONAL: S&P Revises Outlook to Neg. & Affirms B- CCR ----------------------------------------------------------------- S&P Global Ratings said that it has revised its outlook on Quincy, Ill.-based Titan International Inc. to negative from stable and affirmed its 'B-' corporate credit rating on the company. At the same time, S&P affirmed its 'B' issue-level rating on the company's senior secured second-lien notes. The '2' recovery rating on the debt is unchanged, indicating S&P's expectation for substantial (70%-90%; lower half of the range) recovery in the event of a payment default. "The negative outlook reflects the risk that Titan's credit measures will remain very weak if the challenging conditions in its end markets persist, which could cause us to view the company's capital structure as unsustainable," said S&P Global credit analyst Svetlana Olsha. "Titan continues to be affected by the depressed conditions in its agricultural and mining end markets, both of which are in the midst of a cyclical downturn, and there is limited visibility on when they will recover." S&P believes that the company's agricultural end market will continue to moderately decline in 2016 but that Titan should be able to offset a portion of this decline through company-specific initiatives, such as increased market penetration of its low side wall (LSW) tires and modest revenue from its tire reclamation business. S&P also do not foresee a recovery in the company's earthmoving and construction segment due largely to persistently low commodity prices. The negative outlook on Titan reflects that S&P expects the company's credit measures to remain weak in 2016, primarily because of the challenges facing its agricultural and mining end markets and unfavorable headwinds from the strong dollar. Despite its challenging operating conditions, S&P expects the company to maintain adequate liquidity. S&P could lower its ratings on Titan if its end markets deteriorate by more than S&P expects in the next 12 months, causing its revenue and margins to decline further and its leverage to increase well above 10x. S&P could also lower its ratings if moderate negative free cash flow generation, combined with the upcoming revolver maturity at the end of 2017, pressures the company's liquidity. S&P could revise its outlook on Titan to stable if S&P expects the company's operating performance to stabilize, causing its debt-to-EBITDA metric to improve toward 6.5x. S&P would also expect the company to generate positive free operating cash flow and preserve adequate levels of liquidity. TRIANGLE PETROLEUM: Inks Special Compensation Pact with COO & CAO ----------------------------------------------------------------- As disclosed in a regulatory filing with the Securities and Exchange Commission, Triangle Petroleum Corporation entered into a Special Compensation Arrangement with each of Dominic Spencer, the Company's chief operating officer, and Douglas Griggs, the Company's chief accounting officer and acting principal financial officer. Pursuant to the Compensation Arrangements, annual base salaries are set at $450,000 for Mr. Spencer and $400,000 for Mr. Griggs, with annual incentive bonus opportunities of up to 100% and 75% of base salary, respectively. $225,000 of Mr. Spencer's annual incentive bonus is guaranteed and payable upon execution of his Compensation Arrangement. A cash retention bonus ($1,000,000 in the case of Mr. Spencer and $500,000 in the case of Mr. Griggs) is likewise payable upon execution of the respective Compensation Arrangement. The bonus payments, which are intended to secure Mr. Spencer's and Mr. Griggs' services while the Company continues to explore and evaluate strategic alternatives, are repayable by the applicable executive on a pro-rata basis if his employment is terminated by the Company with "cause" or by the executive without "good reason" before the earlier of the first anniversary of the effective date of the Compensation Arrangement or the consummation of certain reorganization events affecting the Company's business. Agreement with Jonathan Samuels On May 4, 2016, the Company entered into a Fourth Amended and Restated Employment Agreement with Jonathan Samuels, the Company's president and chief executive officer. The Employment Agreement amended Mr. Samuels' existing employment agreement to, among other things, set his annual base salary at $850,000, establish a one-year term (rather than automatic one-year renewals), guarantee and pay $1,000,000 of his annual incentive bonus opportunity (which is set at 200% of base salary) upon execution of the Employment Agreement, and pay a cash retention bonus of $1,500,000 upon execution of the Employment Agreement. The bonus payments, which are intended to secure Mr. Samuels' services while the Company continues to explore and evaluate strategic alternatives, are repayable by Mr. Samuels on a pro-rata basis if his employment is terminated by the Company with "cause" or by Mr. Samuels without "good reason" before the earlier of the first anniversary of the effective date of the Employment Agreement or the consummation of certain reorganization events affecting the Company's business. Upon a qualifying termination of employment (a termination by the Company without "cause" or by Mr. Samuels for "good reason"), Mr. Samuels would receive continued base salary and benefits for 21 months. Such severance is also payable if the Company declines to offer a renewal of the Employment Agreement upon its expiration on economically equivalent terms (determined without regard to the bonus prepayment amounts described above). About Triangle Petroleum Triangle Petroleum Corporation is a Denver-based oil and natural gas exploration and production company. Triangle Petroleum conducts its E&P, oilfield and midstream activities in the Williston Basin of North Dakota and Montana. KPMG LLP, in Denver, Colorado, issued a "going concern" qualification on the Company's consolidated financial statements for the year ended Jan. 31, 2016, citing that the Company does not have sufficient liquidity to meet this obligation, if called by the lenders. These conditions raise substantial doubt about the Company's ability to continue as a going concern. UNIVERSAL WELL: Hires Ritchie Bros. as Auctioneer ------------------------------------------------- Universal Well Service Holdings, Inc., seeks permission from the U.S. Bankruptcy Court for the Northern District of Texas to employ Ritchie Bros. Auctioneers (America) Inc.,, as auctioneer. A hearing on the motion is set for June 8, 2016, at 1:30 p.m. The Debtor wants to employ Ritchie Bros. to conduct the public auction sale of oil well service equipment, inventory, trailers and vehicles stored at depots strategically located in Snyder and Colorado City, Texas, Ritchie Bros. will conduct the auction starting at 8:00 a.m. on Wedenesday, July 20, 2016, and Thursday, July 21, 2016, at 6050 Azle Avenue, Lake Worth, Texas 76135-2603. Information regarding the items to be sold in lots as well as terms of sale will be made available on the Ritchie Website: www.rbauction.com. Consistent with the contract to auction, Ritchie Bros. will receive as compensation for its services a commission based on the gross sale price of the Equipment equal to 10% for any lot in excess of $2,500 and for any lot realizing $2,500 or less, 25% with a minimum fee of $100 per lot. Wade W. Whitenburg -- wwhitenburg@ritchiebros.com -- at Ritchie Bros. assures the Court that the company is a disinterested person as defined in 11 U.S.C. Section 101(14), and that it has no interests adverse to those of the estate. About Universal Well Universal Well Service Holdings, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of Texas (Ft. Worth) (Case No. 16-40979) on March 2, 2016. The petition was signed by Kenneth K. Conte, chief financial officer. The Debtor is represented by Joseph F. Postnikoff, Esq., at Goodrich Postnikoff & Associates, LLP. The Debtor estimated assets of $1 million to $10 million and debts of $10 million to $50 million. VV HOSPITALITY: Case Summary & 2 Unsecured Creditors ---------------------------------------------------- Debtor: VV Hospitality LLC 3419 E Chapman Ave Ste 353 Orange, CA 92869 Case No.: 16-12036 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: May 13, 2016 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Hon. Scott C Clarkson Debtor's Counsel: Yoon O Ham, Esq. LEWIS & HAM LLP 1425 W Foothill Blvd Ste 235 Upland, CA 91786 Tel: 909-256-2920 Fax: 909-256-2927 E-mail: hamy@lewishamlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Gary Kanter, manager. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb16-12036.pdf WABASH NATIONAL: S&P Raises Rating to 'BB', Outlook Stable ---------------------------------------------------------- S&P Global Ratings said that it has upgraded Lafayette, Ind.-based truck trailer manufacturer Wabash National Corp. to 'BB' from 'BB-'. The outlook is stable. At the same time, S&P raised its issue-level rating on the company's term loan to 'BB+' from 'BB'. The '2' recovery rating remains unchanged, indicating S&P's expectation for substantial (70%-90%; lower half of the range) recovery in the event of a payment default. "The upgrade reflects Wabash's good operating performance, which we expect will continue based on the company's execution of its growth and diversification strategies over the last several years, the currently healthy pricing environment in its trailer products segment, and its operational improvements," said S&P Global credit analyst Robyn Shapiro. "These factors, along with some debt reduction over the last year, have contributed to the company's strong credit metrics, and we believe that Wabash could maintain a FOCF-to-debt ratio of greater than 15% and a debt-to-EBITDA metric of less than 3x through the business cycle despite its large exposure to the more commodity-like trailer segment." The stable outlook on Wabash reflects S&P's view that the company will be able to maintain FOCF-to-debt ratio of at least 15% and a debt-to-EBITDA metric meaningfully below 3x over the next 12 months. Although not incorporated in S&P's base-case forecast, it could lower its ratings on Wabash if its FOCF-to-debt ratio fell below 15% or its debt-to-EBITDA metric surpassed 3x for a sustained period. This could occur if meaningfully weaker-than-expected demand in the cyclical North American trailer market caused the company's production to decline or reversed the good results from its diversified products division. Though unlikely in the next 12 months, S&P could raise its ratings on Wabash if S&P was to believe that the company's business risk position had improved. For example, S&P would look for increased stability in the company's profitability over the next cyclical downturn in trailer demand. WAFERGEN BIO-SYSTEMS: Incurs $4.40-Mil. Net Loss in First Quarter ----------------------------------------------------------------- WaferGen Bio-systems, Inc., reported a net loss of $4.40 million on $1.93 million of total revenue for the three months ended March 31, 2016, compared to a net loss of $4.80 million on $1.14 million of total revenue for the same period in 2015. As of March 31, 2016, Wafergen had $18.7 million in total assets, $7.11 million in total liabilities and $11.6 million in total stockholders' equity. "The first quarter was another strong one for WaferGen," said Rollie Carlson, Ph.D., president and chief executive officer of WaferGen. "We have placed four ICELL8 Single-Cell Systems since our initial launch in October of 2015, and are extremely pleased with our sales pipeline. Based on the feedback we are receiving from potential customers, leading biopharmaceutical companies and academic institutions, the demand for our ICELL8 Single Cell System is strong. Another key indicator for our business is our first quarter performance in Europe, where we generated more revenues during the first three months of the year than we did over the entire course of 2015. Based on all of this, as well as the continued strong performance from our base business, we continue to expect full-year 2016 revenues to be in the range of $12 million to $13 million." At March 31, 2016, WaferGen had cash and cash equivalents of approximately $10.9 million. A full-text copy of the press release is available for free at: https://is.gd/ZiBGKp About WaferGen Bio-systems Fremont, California-based WaferGen Bio-systems, Inc., engages in the development of systems for gene expression quantification, genotyping and stem cell research. Since 2008, the Company's primary focus has been on the development, manufacture and marketing of its SmartChip System, a genetic analysis platform used for profiling and validating molecular biomarkers in the life sciences and pharmaceutical drug discovery industries. WaferGen reported a net loss attributable to common stockholders of $19.99 million on $7.16 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $10.7 million on $6 million of total revenue for the year ended Dec. 31, 2014. WAGLE LLC: 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 Wagle LLC. Wagle LLC sought protection under Chapter 11 of the Bankruptcy Code in the Western District of Pennsylvania (Pittsburgh) (Case No. 16-21169) on March 30, 2016. The petition was signed by Patricia D. Wagle, member. The Debtor is represented by Francis E. Corbett, Esq. The case is assigned to Judge Carlota M. Bohm. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. WESTMORELAND COAL: Posts $30.1 Million Net Income for Q1 -------------------------------------------------------- Westmoreland Coal Company filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $30.08 million on $354.72 million of revenues for the three months ended March 31, 2016, compared to a net loss of $13.87 million on $371.48 million of revenues for the same period in 2015. As of March 31, 2016, Westmoreland had $1.77 billion in total assets, $2.32 billion in total liabilities and a total deficit of $550.08 million. "Despite weak power demand during the first quarter, which was one of the warmest quarters on record, our mine-mouth and cost-protected model again helped us deliver solid results, especially cash flows," said Kevin Paprzycki, Westmoreland's chief executive officer. "We continue to make progress on our cash generation initiatives as we work towards paying down our debt late in the year. Our goal is to create value for Westmoreland's investors by generating cash and strengthening our balance sheet." Westmoreland ended the 2016 first quarter with $17.8 million of cash and cash equivalents on hand. Contributing to the $5.2 million decrease from year end were, among other items, first quarter's free cash flow generation, $11.0 million cash debt reductions, approximately $6 million of cash used, net of loan proceeds received, to purchase San Juan and $3.2 million of cash used for additional bonding. Westmoreland had outstanding debt at quarter end of $1,129.0 million, an increase from year end driven by the San Juan financing. At March 31, 2016, Westmoreland had zero drawn on its revolving credit facility and had, net of letters of credit, $36.3 million available to draw. An additional $15 million was available to Westmoreland Resource Partners through its revolving credit facility, which is not available to the parent for borrowings. A full-text copy of the Form 10-Q is available for free at: https://is.gd/pNQdND About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland reported a net loss applicable to common shareholders of $203.31 million on $1.41 billion of revenues for the year ended Dec. 31, 2015, compared to a net loss applicable to common shareholders of $173.11 million on $1.11 billion of revenues for the year ended Dec. 31, 2014. * * * As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating Services raised its corporate credit rating on Westmoreland Coal Co. one-notch to 'B' from 'B-'. "The stable outlook is supported by Westmoreland's committed sales position over the next year, which should result in stable cash flows," said Standard & Poor's credit analyst Chiza Vitta. Moody's upgraded the corporate family rating (CFR) of Westmoreland Coal Company to 'B3' from 'Caa1', and assigned 'Caa1' rating to the company's proposed new $300 million First Lien Term Loan, the TCR reported on Nov. 20, 2014. The upgrade of the CFR reflects the company's successful integration of the Canadian mines acquired in April 2014, and Moody's expectation that the company's Debt/ EBITDA will track at around 5x in 2015 and 2016 and that the company will be break-even to modestly free cash flow positive over the same time period. WESTMORELAND RESOURCE: Incurs $8.85-Mil. Net Loss in 1st Quarter ---------------------------------------------------------------- Westmoreland Resource Partners, LP, filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $8.85 million on $92.5 million of total revenues for the three months ended March 31, 2016, compared to a net loss of $6.18 million on $107 million of total revenues for the same period in 2015. As of March 31, 2016, Westmoreland Resource had $412 million in total assets, $408 million in total liabilities, and $3.15 million in total capital. As of March 31, 2016, the Company's available liquidity was $23.7 million, which included $8.7 million in cash and $15.0 million of availability under its Revolving Credit Facility. A full-text copy of the Form 10-Q is available for free at: https://is.gd/oxaC2K About Westmoreland Resource Oxford Resource Partners, LP, now known as Westmoreland Resource Partners, LP, is a producer of high value steam coal, and is the largest producer of surface mined coal in Ohio. WHITING PETROLEUM: To Convert $476M Notes Into Common Shares ------------------------------------------------------------ Whiting Petroleum Corporation gave notice to mandatorily convert $476.3 million aggregate principal amount of outstanding convertible notes into shares of the Company's common stock, par value $0.001 per share, on May 18, 2016, as disclosed in a regulatory filing with the Securities and Exchange Commission. Prior to such notice, holders of $0.4 million aggregate principal amount of outstanding convertible notes had voluntarily converted such notes into shares of Common Stock. As a result, the Company will have issued an aggregate of approximately 41.8 million shares of Common Stock to retire all of the $476.7 million aggregate principal amount of convertible senior notes and convertible senior subordinated notes that the Company issued in March 2016 in exchange for the same amount of senior notes and senior subordinated notes. The following table sets forth the aggregate principal amount of each series of Convertible Notes that have been or will be converted into shares of Common Stock pursuant to the Conversions. Principal Convertible Notes Amount ----------------- ----------- 6.5% Convertible Senior Subordinated Notes due 2018 $48,712,000 5.0% Convertible Senior Notes due 2019 $96,812,000 5.75% Convertible Senior Notes due 2021 $152,477,000 6.25% Convertible Senior Notes due 2023 $178,742,000 ------------ Total $476,743,000 Pursuant to the terms of the Convertible Notes, holders of the Convertible Notes may give notice to voluntarily convert the Convertible Notes up to the close of business on May 17, 2016. If all holders of the Convertible Notes voluntarily convert the Convertible Notes, the Company will make early conversion payments to holders of the Convertible Notes totaling approximately $41.9 million, plus accrued and unpaid interest to the conversion date. Holders who do not voluntarily convert their Convertible Notes will not receive an early conversion payment or accrued and unpaid interest. The Company issued the shares of Common Stock pursuant to the Conversions in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended. 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. Y&K SUN INC: Case Summary & 10 Unsecured Creditors -------------------------------------------------- Debtor: Y&K Sun, Inc. 6451 to 6597 W Colfax Ave Lakewood, CO 80214-1801 Case No.: 16-14761 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: May 12, 2016 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Howard R Tallman Debtor's Counsel: Andrew D. Johnson, Esq. OONSAGER GUYERSON FLETCHER JOHNSON 1801 Broadway, Ste. 900 Denver, CO 80202 Tel: 303-512-1123 Fax: 303-512-1129 E-mail: ajohnson@OGFJ-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Hyungkeun Sun, president. A list of the Debtor's 10 largest unsecured creditors is available for free at http://bankrupt.com/misc/cob16-14761.pdf YRC WORLDWIDE: Files Copy of Presentation Materials with SEC ------------------------------------------------------------ YRC Worldwide Inc. delivered a presentation on May 12, 2016, at the BNP Paribas 2016 Bank Loan Conference in Sarasota, Florida; will deliver a presentation on May 17, 2016, at the Bank of America Merrill Lynch 2016 Transportation Conference in Boston, Massachusetts; and on May 25, 2016 at the Wolfe Research 9th Annual Global Transportation Conference in New York, New York. A copy of the slide show presentation to be presented at the conferences is available for free at https://is.gd/UF1FUP About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. YRC Worldwide reported net income attributable to common shareholders of $700,000 on $4.83 billion of operating revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common shareholders of $85.8 million on $5.06 billion of operating revenue for the year ended Dec. 31, 2014. As of March 31, 2016, YRC Worldwide had $1.86 billion in total assets, $2.25 billion in total liabilities and a shareholders' deficit of $392.7 million. * * * As reported by the TCR on Feb. 18, 2014, Moody's Investors Service had upgraded the Corporate Family Rating for YRC Worldwide from 'Caa3' to 'B3', following the successful closing of its refinancing transactions. In the Aug. 11, 2015, TCR report, Standard & Poor's Ratings Services said that it has raised its corporate credit rating on Overland, Kan.-based less-than-truckload (LTL) trucking company YRC Worldwide to 'B-' from 'CCC+'. "The upgrade reflects YRC's earnings growth and improved liquidity position, along with our belief that gradual improvement in the company's operating performance will result in credit measures that are commensurate with the rating," said Standard & Poor's credit analyst Michael Durand. [*] Kaufman Joins King & Spalding's Atlanta, DC Offices as Partner ------------------------------------------------------------------ King & Spalding on May 16 disclosed that bankruptcy attorney Mark Kaufman has joined the firm as a partner in its Atlanta and Washington DC offices. He joins the firm from Dentons, where he was a partner. Mr. Kaufman's practice focuses on advising financially distressed municipalities, special purpose districts and related governmental entities, as well as bondholders, bond insurers and other investors, regarding emerging legal issues and appropriate strategies for fiscally challenged credits. Mr. Kaufman served as lead counsel to the governor-appointed Receiver to the City of Harrisburg, Penn., when Harrisburg was able to successfully complete its financial restructuring without resorting to Chapter 9 bankruptcy protection. He was honored as the Mid-Market Restructuring Lawyer of the Year by the Global M&A Network for his work on the Harrisburg matter and more generally in the municipal distress space. "Mark is a well-known and highly regarded restructuring attorney with a combination of intellectual perspective and practical experience that is unusual in our field," said Paul Ferdinands, head of King & Spalding's Financial Restructuring/Bankruptcy practice. "Having Mark at the firm will provide our clients and the firm with the benefit of his network as well as insights into the latest issues in the restructuring world right now. We are delighted to have him." Mr. Kaufman is an author and frequent speaker at conferences and symposia on the legal and financial issues associated with fiscally challenged municipalities. He has served as president of the Bankruptcy Section of the Atlanta Bar Association and is an emeritus director of the Southeastern Bankruptcy Law Institute (SBLI). Mr. Kaufman served as president and chairman of SBLI in 2007 and 2008, respectively. He also chaired Georgia's Bankruptcy Bench and Bar Conference. He received his undergraduate degree from Cornell, and his JD from Harvard. "I am excited to continue working on cutting-edge municipal restructuring issues with a collaborative, smart team," said Mr. Kaufman. "This is a great opportunity." About King & Spalding Celebrating more than 130 years of service, King & Spalding -- http://www.kslaw.com-- is an international law firm that represents a broad array of clients, including half of the Fortune Global 100, with 900 lawyers in 18 offices in the United States, Europe, the Middle East and Asia. The firm has handled matters in over 160 countries on six continents and is consistently recognized for the results it obtains, uncompromising commitment to quality, and dedication to understanding the business and culture of its clients. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE OU1 GR 108.3 (42.6) (41.9) ABSOLUTE SOFTWRE ALSWF US 108.3 (42.6) (41.9) ABSOLUTE SOFTWRE ABT CN 108.3 (42.6) (41.9) ABSOLUTE SOFTWRE ABT2EUR EU 108.3 (42.6) (41.9) ADV MICRO DEVICE AMD QT 2,981.0 (503.0) 898.0 ADV MICRO DEVICE AMDCHF EU 2,981.0 (503.0) 898.0 ADV MICRO DEVICE AMD TE 2,981.0 (503.0) 898.0 ADV MICRO DEVICE AMD US 2,981.0 (503.0) 898.0 ADV MICRO DEVICE AMD TH 2,981.0 (503.0) 898.0 ADV MICRO DEVICE AMD* MM 2,981.0 (503.0) 898.0 ADV MICRO DEVICE AMD SW 2,981.0 (503.0) 898.0 ADV MICRO DEVICE AMD GR 2,981.0 (503.0) 898.0 ADVENT SOFTWARE ADVS US 424.8 (50.1) (110.8) AERIE PHARMACEUT AERIEUR EU 139.2 (0.2) 104.6 AERIE PHARMACEUT AERI US 139.2 (0.2) 104.6 AERIE PHARMACEUT 0P0 GR 139.2 (0.2) 104.6 AEROJET ROCKETDY GCY GR 1,988.0 (124.0) 132.7 AEROJET ROCKETDY GCY TH 1,988.0 (124.0) 132.7 AEROJET ROCKETDY AJRD US 1,988.0 (124.0) 132.7 AIR CANADA ACDVF US 13,503.0 (732.0) (256.0) AIR CANADA AC CN 13,503.0 (732.0) (256.0) AIR CANADA ADH2 QT 13,503.0 (732.0) (256.0) AIR CANADA ADH2 TH 13,503.0 (732.0) (256.0) AIR CANADA ACEUR EU 13,503.0 (732.0) (256.0) AIR CANADA ADH2 GR 13,503.0 (732.0) (256.0) AK STEEL HLDG AKS* MM 3,987.3 (611.6) 750.7 AK STEEL HLDG AK2 GR 3,987.3 (611.6) 750.7 AK STEEL HLDG AK2 TH 3,987.3 (611.6) 750.7 AK STEEL HLDG AKS US 3,987.3 (611.6) 750.7 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 ANGIE'S LIST INC ANGI US 182.4 (3.5) (27.8) ANGIE'S LIST INC 8AL GR 182.4 (3.5) (27.8) ARCH COAL INC ACIIQ* MM 4,855.4 (1,449.1) 913.7 ARIAD PHARM ARIA SW 502.5 (154.0) 84.2 ARIAD PHARM APS QT 502.5 (154.0) 84.2 ARIAD PHARM APS TH 502.5 (154.0) 84.2 ARIAD PHARM ARIAEUR EU 502.5 (154.0) 84.2 ARIAD PHARM APS GR 502.5 (154.0) 84.2 ARIAD PHARM ARIA US 502.5 (154.0) 84.2 ARIAD PHARM ARIACHF EU 502.5 (154.0) 84.2 ASPEN TECHNOLOGY AST GR 439.4 (35.5) (21.3) ASPEN TECHNOLOGY AZPN US 439.4 (35.5) (21.3) AUTOZONE INC AZO US 8,366.4 (1,741.3) (784.8) AUTOZONE INC AZ5 TH 8,366.4 (1,741.3) (784.8) AUTOZONE INC AZOEUR EU 8,366.4 (1,741.3) (784.8) AUTOZONE INC AZ5 GR 8,366.4 (1,741.3) (784.8) AUTOZONE INC AZ5 QT 8,366.4 (1,741.3) (784.8) AVID TECHNOLOGY AVD GR 311.8 (303.6) (75.2) AVID TECHNOLOGY AVID US 311.8 (303.6) (75.2) AVINTIV SPECIALT POLGA US 1,991.4 (3.9) 322.1 AVON - BDR AVON34 BZ 3,629.1 (435.7) 604.6 AVON PRODUCTS AVP* MM 3,629.1 (435.7) 604.6 AVON PRODUCTS AVP US 3,629.1 (435.7) 604.6 AVON PRODUCTS AVP GR 3,629.1 (435.7) 604.6 AVON PRODUCTS AVP TH 3,629.1 (435.7) 604.6 AVON PRODUCTS AVP CI 3,629.1 (435.7) 604.6 BARRACUDA NETWOR CUDAEUR EU 419.8 (32.1) (41.9) BARRACUDA NETWOR 7BM GR 419.8 (32.1) (41.9) BARRACUDA NETWOR CUDA US 419.8 (32.1) (41.9) BENEFITFOCUS INC BNFT US 136.0 (26.7) 9.6 BENEFITFOCUS INC BTF GR 136.0 (26.7) 9.6 BLUE BIRD CORP BLBD US 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643.2 ENERGIZER HOLDIN EGG GR 1,584.4 (10.2) 643.2 ENERGIZER HOLDIN ENR US 1,584.4 (10.2) 643.2 EPL OIL & GAS IN EPL US 563.6 (933.3) (308.4) EPL OIL & GAS IN EPA1 GR 563.6 (933.3) (308.4) ERIN ENERGY CORP ERN SJ 359.6 (137.4) (338.3) EXELIXIS INC EX9 TH 492.5 (156.0) 238.4 EXELIXIS INC EX9 GR 492.5 (156.0) 238.4 EXELIXIS INC EXELEUR EU 492.5 (156.0) 238.4 EXELIXIS INC EXEL US 492.5 (156.0) 238.4 FAIRMOUNT SANTRO FMSA US 1,316.0 (73.6) 171.8 FAIRMOUNT SANTRO FMSAEUR EU 1,316.0 (73.6) 171.8 FAIRMOUNT SANTRO FM1 GR 1,316.0 (73.6) 171.8 FAIRPOINT COMMUN FRP US 1,291.0 (17.0) (1.2) FAIRPOINT COMMUN FONN GR 1,291.0 (17.0) (1.2) FIFTH STREET ASS FSAM US 151.2 (1.7) - FREESCALE SEMICO FSL US 3,159.0 (3,079.0) 1,264.0 FREESCALE SEMICO 1FS TH 3,159.0 (3,079.0) 1,264.0 FREESCALE SEMICO 1FS QT 3,159.0 (3,079.0) 1,264.0 FREESCALE SEMICO FSLEUR EU 3,159.0 (3,079.0) 1,264.0 FREESCALE SEMICO 1FS GR 3,159.0 (3,079.0) 1,264.0 GAMCO INVESTO-A GBL US 104.0 (276.3) - GAMING AND LEISU GLPI US 2,436.2 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8,493.0 (258.0) 2,281.0 L BRANDS INC LTD GR 8,493.0 (258.0) 2,281.0 L BRANDS INC LTD QT 8,493.0 (258.0) 2,281.0 L BRANDS INC LBEUR EU 8,493.0 (258.0) 2,281.0 LAREDO PETROLEUM LPI US 1,637.2 (45.7) 124.8 LAREDO PETROLEUM 8LP GR 1,637.2 (45.7) 124.8 LAREDO PETROLEUM LPI1EUR EU 1,637.2 (45.7) 124.8 LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9 LENNOX INTL INC LII US 1,861.0 (73.3) 318.4 LENNOX INTL INC LXI GR 1,861.0 (73.3) 318.4 LORILLARD INC LO US 4,154.0 (2,134.0) 1,135.0 LORILLARD INC LLV GR 4,154.0 (2,134.0) 1,135.0 LORILLARD INC LLV TH 4,154.0 (2,134.0) 1,135.0 MADISON-A/NEW-WI MSGN-W US 799.5 (1,167.1) 134.9 MAJESCOR RESOURC MJXEUR EU 0.0 (0.1) (0.1) MANNKIND CORP MNKD IT 93.3 (373.5) (205.1) MARRIOTT INTL-A MAQ GR 6,121.0 (3,667.0) (1,823.0) MARRIOTT INTL-A MAQ TH 6,121.0 (3,667.0) (1,823.0) MARRIOTT INTL-A MAR US 6,121.0 (3,667.0) (1,823.0) MDC COMM-W/I MDZ/W CN 1,571.6 (454.2) (274.0) MDC PARTNERS-A MDCA US 1,571.6 (454.2) (274.0) MDC PARTNERS-A MDCAEUR EU 1,571.6 (454.2) (274.0) MDC PARTNERS-A MDZ/A CN 1,571.6 (454.2) (274.0) MDC PARTNERS-EXC MDZ/N CN 1,571.6 (454.2) (274.0) MEAD JOHNSON MJN US 4,016.8 (592.4) 1,392.1 MEAD JOHNSON MJNEUR EU 4,016.8 (592.4) 1,392.1 MEAD JOHNSON 0MJA TH 4,016.8 (592.4) 1,392.1 MEAD JOHNSON 0MJA GR 4,016.8 (592.4) 1,392.1 MEDLEY MANAGE-A MDLY US 112.0 (24.5) 44.7 MERITOR INC MTOR US 2,093.0 (601.0) 146.0 MERITOR INC AID1 GR 2,093.0 (601.0) 146.0 MERRIMACK PHARMA MACK US 192.9 (217.1) 63.3 MERRIMACK PHARMA MP6 GR 192.9 (217.1) 63.3 MICHAELS COS INC MIM GR 2,023.3 (1,724.1) 594.9 MICHAELS COS INC MIK US 2,023.3 (1,724.1) 594.9 MIDSTATES PETROL MPO1EUR EU 782.8 (1,504.5) (1,920.4) MONEYGRAM INTERN MGI US 4,280.0 (224.3) (16.8) MOODY'S CORP DUT TH 5,114.9 (351.5) 1,933.4 MOODY'S CORP MCOEUR EU 5,114.9 (351.5) 1,933.4 MOODY'S CORP MCO US 5,114.9 (351.5) 1,933.4 MOODY'S CORP DUT GR 5,114.9 (351.5) 1,933.4 MOTOROLA SOLUTIO MSI US 9,049.0 (137.0) 1,969.0 MOTOROLA SOLUTIO MTLA TH 9,049.0 (137.0) 1,969.0 MOTOROLA SOLUTIO MOT TE 9,049.0 (137.0) 1,969.0 MOTOROLA SOLUTIO MTLA GR 9,049.0 (137.0) 1,969.0 MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) - MSG NETWORKS- A 1M4 GR 799.5 (1,167.1) 134.9 MSG NETWORKS- A 1M4 TH 799.5 (1,167.1) 134.9 MSG NETWORKS- A MSGN US 799.5 (1,167.1) 134.9 NATHANS FAMOUS NFA GR 81.0 (65.2) 57.4 NATHANS FAMOUS NATH US 81.0 (65.2) 57.4 NATIONAL CINEMED NCMI US 1,037.6 (173.3) 92.5 NATIONAL CINEMED XWM GR 1,037.6 (173.3) 92.5 NAVIDEA BIOPHARM NAVB IT 15.0 (53.8) 6.4 NAVISTAR INTL IHR GR 5,980.0 (5,190.0) 139.0 NAVISTAR INTL NAV US 5,980.0 (5,190.0) 139.0 NAVISTAR INTL IHR TH 5,980.0 (5,190.0) 139.0 NEFF CORP-CL A NEFF US 672.3 (169.4) 0.4 NEKTAR THERAPEUT NKTR US 491.9 (0.3) 278.9 NEKTAR THERAPEUT ITH GR 491.9 (0.3) 278.9 NEW ENG RLTY-LP NEN US 202.2 (30.8) - NORTHERN OIL AND 4LT GR 573.2 (322.5) (7.7) NORTHERN OIL AND NOG US 573.2 (322.5) (7.7) NTELOS HOLDINGS NTLS US 643.0 (39.0) 106.7 OCH-ZIFF CAPIT-A OZM US 1,255.3 (183.7) - OCH-ZIFF CAPIT-A 35OA GR 1,255.3 (183.7) - OMEROS CORP OMER US 49.0 (26.2) 20.9 OMEROS CORP 3O8 GR 49.0 (26.2) 20.9 OMEROS CORP OMEREUR EU 49.0 (26.2) 20.9 OMEROS CORP 3O8 TH 49.0 (26.2) 20.9 OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) ONCOMED PHARMACE O0M GR 204.9 (19.8) 149.9 ONCOMED PHARMACE OMED US 204.9 (19.8) 149.9 PALM INC PALM US 1,007.2 (6.2) 141.7 PBF LOGISTICS LP PBFX US 433.6 (180.7) 40.6 PBF LOGISTICS LP 11P GR 433.6 (180.7) 40.6 PENN NATL GAMING PENN US 5,128.7 (649.1) (189.9) PENN NATL GAMING PN1 GR 5,128.7 (649.1) (189.9) PHILIP MORRIS IN PMI1 IX 34,621.0 (10,894.0) 1,837.0 PHILIP MORRIS IN PMI EB 34,621.0 (10,894.0) 1,837.0 PHILIP MORRIS IN 4I1 QT 34,621.0 (10,894.0) 1,837.0 PHILIP MORRIS IN 4I1 GR 34,621.0 (10,894.0) 1,837.0 PHILIP MORRIS IN 4I1 TH 34,621.0 (10,894.0) 1,837.0 PHILIP MORRIS IN PM FP 34,621.0 (10,894.0) 1,837.0 PHILIP MORRIS IN PM1 TE 34,621.0 (10,894.0) 1,837.0 PHILIP MORRIS IN PM1EUR EU 34,621.0 (10,894.0) 1,837.0 PHILIP MORRIS IN PMI SW 34,621.0 (10,894.0) 1,837.0 PHILIP MORRIS IN PM1CHF EU 34,621.0 (10,894.0) 1,837.0 PHILIP MORRIS IN PM US 34,621.0 (10,894.0) 1,837.0 PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLY GEM HOLDINGS PG6 GR 1,210.9 (101.0) 239.9 PLY GEM HOLDINGS PGEM US 1,210.9 (101.0) 239.9 POLYMER GROUP-B POLGB US 1,991.4 (3.9) 322.1 PROTECTION ONE PONE US 562.9 (61.8) (7.6) QUALITY DISTRIBU QLTY US 413.0 (22.9) 102.9 QUALITY DISTRIBU QDZ GR 413.0 (22.9) 102.9 QUINTILES TRANSN QTS GR 3,982.9 (205.9) 859.0 QUINTILES TRANSN Q US 3,982.9 (205.9) 859.0 REGAL ENTERTAI-A RGC* MM 2,632.3 (877.6) (113.1) REGAL ENTERTAI-A RGC US 2,632.3 (877.6) (113.1) REGAL ENTERTAI-A RETA GR 2,632.3 (877.6) (113.1) RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTECH NITROGEN 2RN GR 241.4 (166.3) 12.0 RENTPATH LLC PRM US 208.0 (91.7) 3.6 REVLON INC-A RVL1 GR 1,887.7 (573.3) 308.5 REVLON INC-A REV US 1,887.7 (573.3) 308.5 ROUNDY'S INC 4R1 GR 1,095.7 (92.7) 59.7 ROUNDY'S INC RNDY US 1,095.7 (92.7) 59.7 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 RYERSON HOLDING 7RY TH 1,582.8 (118.7) 625.0 RYERSON HOLDING RYI US 1,582.8 (118.7) 625.0 RYERSON HOLDING 7RY GR 1,582.8 (118.7) 625.0 SALLY BEAUTY HOL SBH US 2,069.4 (341.4) 643.4 SALLY BEAUTY HOL S7V GR 2,069.4 (341.4) 643.4 SANCHEZ ENERGY C 13S TH 1,421.2 (523.1) 401.7 SANCHEZ ENERGY C 13S GR 1,421.2 (523.1) 401.7 SANCHEZ ENERGY C SN US 1,421.2 (523.1) 401.7 SANCHEZ ENERGY C SN* MM 1,421.2 (523.1) 401.7 SBA COMM CORP-A SBJ TH 7,371.6 (1,630.6) 49.5 SBA COMM CORP-A SBACEUR EU 7,371.6 (1,630.6) 49.5 SBA COMM CORP-A SBJ GR 7,371.6 (1,630.6) 49.5 SBA COMM CORP-A SBAC US 7,371.6 (1,630.6) 49.5 SCIENTIFIC GAM-A TJW GR 7,690.7 (1,583.9) 516.3 SCIENTIFIC GAM-A SGMS US 7,690.7 (1,583.9) 516.3 SEARS HOLDINGS SEE QT 11,337.0 (1,956.0) 607.0 SEARS HOLDINGS SHLD US 11,337.0 (1,956.0) 607.0 SEARS HOLDINGS SEE TH 11,337.0 (1,956.0) 607.0 SEARS HOLDINGS SEE GR 11,337.0 (1,956.0) 607.0 SECTOR 5 INC SECT US 0.0 (0.0) (0.0) SENSEONICS HLDGS SENS US 5.5 (9.7) (2.4) SILVER SPRING NE SSNI US 465.6 (45.9) (20.0) SILVER SPRING NE 9SI GR 465.6 (45.9) (20.0) SILVER SPRING NE 9SI TH 465.6 (45.9) (20.0) SIRIUS XM CANADA XSR CN 292.9 (134.0) (172.0) SIRIUS XM CANADA SIICF US 292.9 (134.0) (172.0) SIRIUS XM HOLDIN RDO TH 7,928.2 (563.9) (1,942.3) SIRIUS XM HOLDIN SIRI US 7,928.2 (563.9) (1,942.3) SIRIUS XM HOLDIN RDO GR 7,928.2 (563.9) (1,942.3) SONIC CORP SONC US 606.7 (33.2) 15.5 SONIC CORP SO4 GR 606.7 (33.2) 15.5 SONIC CORP SONCEUR EU 606.7 (33.2) 15.5 SPORTSMAN'S WARE 06S GR 303.0 (2.1) 104.8 SPORTSMAN'S WARE SPWH US 303.0 (2.1) 104.8 SUPERVALU INC SJ1 GR 4,370.0 (433.0) 63.0 SUPERVALU INC SJ1 TH 4,370.0 (433.0) 63.0 SUPERVALU INC SVU US 4,370.0 (433.0) 63.0 SWIFT ENERGY CO SWTF US 525.0 (852.7) (271.2) SYNDAX PHARMACEU SNDX US 12.8 (5.7) 2.1 SYNDAX PHARMACEU 1T3 GR 12.8 (5.7) 2.1 TAILORED BRANDS WRMA GR 2,244.3 (100.1) 723.6 TAILORED BRANDS TLRD US 2,244.3 (100.1) 723.6 TRANSDIGM GROUP TDG US 8,359.5 (961.8) 1,082.0 TRANSDIGM GROUP TDGCHF EU 8,359.5 (961.8) 1,082.0 TRANSDIGM GROUP T7D QT 8,359.5 (961.8) 1,082.0 TRANSDIGM GROUP TDG SW 8,359.5 (961.8) 1,082.0 TRANSDIGM GROUP T7D GR 8,359.5 (961.8) 1,082.0 TRANSDIGM GROUP TDGEUR EU 8,359.5 (961.8) 1,082.0 TRINITY PLACE HO TPHS US 56.3 (3.3) - TURNING POINT BR TPB US 257.0 (84.6) 49.9 UNISYS CORP UISCHF EU 2,265.1 (1,354.3) 261.5 UNISYS CORP UIS US 2,265.1 (1,354.3) 261.5 UNISYS CORP USY1 TH 2,265.1 (1,354.3) 261.5 UNISYS CORP UISEUR EU 2,265.1 (1,354.3) 261.5 UNISYS CORP USY1 GR 2,265.1 (1,354.3) 261.5 UNISYS CORP UIS1 SW 2,265.1 (1,354.3) 261.5 VECTOR GROUP LTD VGR US 1,228.8 (153.9) 335.3 VECTOR GROUP LTD VGR GR 1,228.8 (153.9) 335.3 VENOCO INC VQ US 403.8 (354.3) 195.7 VERISIGN INC VRSN US 2,323.7 (1,108.0) 464.3 VERISIGN INC VRS TH 2,323.7 (1,108.0) 464.3 VERISIGN INC VRS GR 2,323.7 (1,108.0) 464.3 VERIZON TELEMATI HUTC US 110.2 (101.6) (113.8) VIEWRAY INC VRAY US 52.2 (7.0) 15.5 VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) WEIGHT WATCHERS WW6 TH 1,290.5 (1,296.9) (173.7) WEIGHT WATCHERS WW6 GR 1,290.5 (1,296.9) (173.7) WEIGHT WATCHERS WTW US 1,290.5 (1,296.9) (173.7) WEIGHT WATCHERS WTWEUR EU 1,290.5 (1,296.9) (173.7) WEST CORP WT2 GR 3,522.7 (536.2) 231.2 WEST CORP WSTC US 3,522.7 (536.2) 231.2 WESTERN REFINING WNRL US 487.3 (73.7) 13.9 WESTERN REFINING WR2 GR 487.3 (73.7) 13.9 WINGSTOP INC WING US 116.6 (4.8) 2.0 WINGSTOP INC EWG GR 116.6 (4.8) 2.0 WINMARK CORP WINA US 43.8 (27.3) 12.0 WINMARK CORP GBZ GR 43.8 (27.3) 12.0 WORKHORSE GROUP WKHS US 14.6 (3.8) (7.5) YRC WORLDWIDE IN YEL1 TH 1,863.8 (392.7) 178.1 YRC WORLDWIDE IN YRCW US 1,863.8 (392.7) 178.1 YRC WORLDWIDE IN YRCWEUR EU 1,863.8 (392.7) 178.1 YRC WORLDWIDE IN YEL1 GR 1,863.8 (392.7) 178.1 YRC WORLDWIDE IN YEL1 QT 1,863.8 (392.7) 178.1 ********* 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 ***