/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/160601.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, June 1, 2016, Vol. 20, No. 153 Headlines 183 RESERVE: Seeks to Sell Assets to ADB for $500,000 5-7 MULBERRY STREET: Taps Tamposi Law as Counsel 961-969 WESTCHESTER: Seeks to Hire Leo Fox as Legal Counsel ALPHA NATURAL: Pension Funds Object to Retiree Benefits Termination ALPHA NATURAL: Retiree Committee Reserves Right to Object to Sale ALPHA NATURAL: Seeks to Pay $1.5MM for Infrastructure Investments AMERICAN HOSPICE: Hires RSM US as Accountants AMW MACHINE: Hires Heed Law as Special Counsel AMW MACHINE: Taps Walker Fluke as Accountant APOLLO PRESS: Seeks to Hire Black Marlin as Accountant APOLLO PRESS: Seeks to Hire Harry Jernigan as Legal Counsel ARMATO PAVING: Selling Chicago Heights Property for $55,000 ATLANTIC CITY, NJ: Governor Approves Bailout Legislation AVONDALE PARK: Seeks to Hire Dunham Hildebrand as Legal Counsel B&L EQUIPMENT RENTALS: Selling Volant Equipment for $350K BMR HOLDINGS: Hires Shubert Goodman as CPAs BROWN FUNERAL: Seeks to Hire Robert Lewis as Attorney CALIBER PARTNERSHIP: Court Rejects UST Bid for Ch. 11 Trustee CHAPARRAL ENERGY: Hires Evercore Group as Investment Banker CHAPARRAL ENERGY: Hires Richards Layton as Bankruptcy Co-counsel CHAPARRAL ENERGY: Seeks Permission to Use JPMorgan Cash Collateral CHAPARRAL ENERGY: Taps Opportune LLP as Financial Advisor COLEMAN PARTNERS: Seeks to Hire Philip Stock as Legal Counsel DESERT SPRINGS: Case Summary & 2 Unsecured Creditors DJWV1 LLC: Seeks to Hire Whiteford as Legal Counsel DRUG STORES II: Selling Various Assets for $22,000 EAST AFRICAN DRILLING: ART Objects to Bid to Dismiss Ch. 11 Case EFTENI INC: Hires Hoffman & Hoffman as Attorney ELIZABETH NELSON: 9th Cir. Rules on Weinstein Pinson Sanctions ELKVIEW RECLAMATION: Seeks to Hire Whiteford as Legal Counsel EVANS & SUTHERLAND: Shareholders Elect 3 Directors EXELIXIS INC: Stockholders Elect 3 Directors FEDERAL IDENTIFICATION: Selling Assets to PTM for $143K FUTUREWORLD CORP: Names Unit Chief Operation Officer GOLDEN MARINA: Proposes Financing, Sale of Greenfield Properties GREAT LAKES COMNET: Fears Admin Insolvency Due to Lack of Funding GREAT LAKES COMNET: U.S. Trustee Wants Case Converted to Ch. 7 GRIZZLY CATTLE: Taps Ryley Carlock as Special Litigation Counsel HECK INDUSTRIES: Hires Allen & Gooch as Counsel in Coco Lawsuit HECK INDUSTRIES: Hires Kaster & Cop as Special Counsel HFIG OLD BRIDGE 2: Selling Assets to Rams for $181K HORSEHEAD HOLDING: Ch. 11 Plan Disclosures Called A 'Waste' INTREPID POTASH: May Issue 4 Million Shares Under Incentive Plan INTREPID POTASH: Stockholders Elect Two Directors JOHN VITALICH: Court Refuses to Impose Stay on Seaside Property KEMET CORP: Files 2015 Conflict Minerals Report LINC USA GP: Appoints KCC as Notice and Claims Agent LINC USA GP: Asks Court to Approve $10 Million DIP Financing LINC USA GP: Files for Chapter 11 Bankruptcy to Pursue Sale LINC USA GP: Seeks Joint Administration of Cases LITTLE KENTUCKY ELK: Seeks to Hire Whiteford as Legal Counsel LUCKY SOIL: Ch.11 Trustee Seeks to Hire Greenberg as Broker M.A. CHRISMAN TRUCKING: Seeks to Hire Richard Banks as Counsel MAGNESIUM CORP: Renco Group Sues Bondholders Over $211M Judgment MAGNETATION LLC: Wants Plan Filing Period Extended to July 29 MET-TEC INC: Robert Slone Named Chapter 11 Trustee MORRIS SCHNEIDER: To Give Up Vehicle to Partner MOUSSIE PROCESSING: Seeks to Hire Whiteford as Legal Counsel MPM HOLDINGS: Conflict Mineral Report Filed NII HOLDINGS: Shindler Named to Board; KMPG Okayed as Auditor NII HOLDINGS: Target Termination Date for CEO Set for Nov. 1 OTERO COUNTY: Court Denies Cross Bids for Summary Judgment PENN VIRGINIA: Hires Kirkland & Ellis as Counsel PENN VIRGINIA: Hires Kutak Rock as Co-Counsel PETROLEUM PRODUCTS: Seeks to Hire Stibbs & Co. as Special Counsel PETTIT OIL: IPC Fails to Win Partial Summary Judgment PHOENIX BRANDS: Can Restructure Under CCAA PRIVATE FAMILY: UST Wants Trustee or Case Conversion PVM OG: Fitch Affirms 'BB+' Rating on $30.5MM 2015 Bonds PYKKONEN CAPITAL: Squaw Pass Wants Sale, Seeks Ch. 11 Trustee QRS RECYCLING: Amends Employment Application for Bingham QUICKSILVER RESOURCES: Claims Bar Date Set for July 5 RDIO INC: Sony, Orchard Enterprises Seek Appointment of Examiner RELATIVITY MEDIA: Netflix Appeals Judge's Ruling on Film Release REPUBLIC AIRWAYS: Reaches Long-Term Agreement with United Airlines RETREAT AT ZIONS: Seeks to Hire Franklin Slaugh as Counsel RIH ACQUISITIONS: E&Y's Bid to Dismiss Clawback Suit Denied ROSETTA GENOMICS: Officers Buy Ordinary Shares SABBATICAL INC: Seeks to Hire Whiteford as Legal Counsel SKYLINE CORP: Files 2015 Conflict Minerals Report SUNEDISON INC: Conflict Minerals Report Filed TANGO TRANSPORT: Selling Louisiana Property to LJH for $1.4M TONGJI HEALTHCARE: Incurs $125,000 Net Loss in First Quarter UD DISSOLUTION: Sphere 3D's Bid to Withdraw Reference Denied ULTRA PETROLEUM: Hires Jackson Walker as Co-counsel ULTRA PETROLEUM: Hires Kirkland as Counsel VERSO CORPORATION: Wisconsin Objects to Plan Releases VERTELLUS SPECIALTIES: Case Summary & 20 Top Unsecured Creditors WAFERGEN BIO-SYSTEMS: Stockholders Elect 7 Directors WOO LI INC: Hires Jones as Counsel ********* 183 RESERVE: Seeks to Sell Assets to ADB for $500,000 ----------------------------------------------------- 183 Reserve, Inc., on May 19, 2016, filed a motion asking the U.S. Bankruptcy Court for the Southern District of New York before the Honorable Shelley C Chapman, One Bowling Green, New York, New York, for an order authorizing and approving the Debtor's assumption and assignment of its three unexpired non-residential real property leases in connection with its premises located at 183 Bleecker St, New York; and the sale of substantially all of its assets, free and clear of lines, encumbrances and interests, to ADB Bleecker, LLC, on a private sale basis. A hearing on the Motion is scheduled for June 9, 2016, at 10:00 a.m. Objections are due not later than seven days prior to the hearing date. The Debtor's use and occupancy of the Premises had been provided for under three separate written lease agreements which were executed in October and November 2012 between the Debtor and 183 Bleecker Street, LLC (the "Landlord"). The Debtor's Chapter 11 filing was precipitated by the Landlord's commencement of eviction proceedings in the Civil Court of the City of the City of New York. On Feb. 16, 2016, the Landlord filed a Proof of Claim in the Debtor's Chapter 11 case asserting an indebtedness totaling $245,820. The Debtor and the Landlord entered into a Stipulation of Settlement, which was approved by the Court on April 19, 2016. The Settlement provides that the Debtor will all postpetition rent on three Leases to the Landlord, as follows: -- $28,515 for the Basement and First Floor; -- $2,937 for the Second Floor; and -- $2,937 for the Third Floor. In April 2016, the Debtor was introduced to the Purchaser and arm's length negotiations ensued. Ultimately, the Purchaser offered $500,000 for the Leases and the Assets, but only if it was permitted to pay a substantial amount of the purchase price over a period of time. The Purchase Agreement signed by the parties provides: * The purchase price to be paid by the Purchaser for the Assets and the assignment of the Leases is $500,000, $300,000 of which will be paid in cash at closing and the remaining $200,000 will be paid in 20 consecutive monthly payments of $10,000 each. * The Purchaser will reimburse the Debtor at closing on account of the $24,000 security deposits being held by the Landlord in connection with the Leases, together with other customary closing adjustments for rent, utilities, property and equipment rentals, and the like. In order to allow the sale of any encumbered assets to proceed, the Debtor has negotiated an agreement with Timberland Bank whereby Timberland Bank will be paid $50,000 at closing in exchange for the waiver and termination of any security interests against any of the assets. Similarly, in order to allow the assumption and assignment of the Leases to occur, the Debtor has negotiated an agreement with the Landlord whereby the Landlord will be paid $150,000, along with any postpetition rent outstanding at closing in order to cure all defaults under the Leases. 183 Reserve, Inc., is represented by: Douglas J. Pick Eric C. Zabicki PICK & ZABICKI LLP 369 Lexington Avenue, 12th Floor New York, New York 10017 Telephone: (212) 695-6000 About 183 Reserve 183 Reserve, Inc., is engaged in the operation of an "Old West" themed bar/restaurant/lounge known as "1849" and located at 183 Bleecker Street, New York, NY. On Feb. 8, 2016, the company filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-10295). 183 Reserve tapped Douglas J. Pick, Esq., at Pick & Zabicki LLP -- dpick@picklaw.net -- as attorney. 5-7 MULBERRY STREET: Taps Tamposi Law as Counsel ------------------------------------------------ 5-7 Mulberry Street Associates, LLC seeks authorization from the U.S. Bankruptcy Court for the District of New Hampshire to employ The Tamposi Law Group, P.C. as counsel, nunc pro tunc to the January 27, 2016 petition date. The Debtor requires Tamposi Law to provide these services: (a) the plan and disclosure statement; (b) motions for relief, if any; (c) assumption/rejection of executory contracts; (d) turnover, fraudulent transfer, preference actions and other avoidance and/or subordination actions including lender liability actions, if any; (e) other litigation; and (f) all other matters necessary and proper for the representation of the Debtor in this case. Tamposi Law will represent the Debtor at its normal hourly rates of between $125-$335 per hour for paralegals and attorneys. Tamposi Law will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor provided a retainer to Tamposi Law in the amount of $10,000. Peter N. Tamposi, shareholder of Tamposi Law, 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. Tamposi Law can be reached at: Peter N. Tamposi, Esq. The Tamposi Law Group, P.C. 159 Main St. Nashua, NH 03060 Tel: (603) 204-5513 E-mail: peter@thetamposilawgroup.com 5-7 Mulberry Street Associates, LLC, based in Manchester, NH, filed a Chapter 11 petition (Bankr. D.N.H. Case No. 16-10102) on January 27, 2016. Peter N. Tamposi, Esq., at The Tamposi Law Group, P.C., serves as counsel. In its petition, the Company disclosed total assets of $1.05 million and total liabilities of $392,446. The petition was signed by Tony Slevira, manager. 961-969 WESTCHESTER: Seeks to Hire Leo Fox as Legal Counsel ----------------------------------------------------------- 961-969 Westchester Avenue Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire a legal counsel in connection with its Chapter 11 case. Westchester proposes to hire Leo Fox, Esq., and his staff to provide these services: (a) give advice about its powers and duties as a debtor-in- possession; (b) prepare legal papers; (c) appear before the court and represent the Debtor in all matters pending before the court; (d) meet and negotiate with creditors or other parties for a plan of reorganization; and (e) prepare a plan of reorganization and disclosure statement. Mr. Fox's hourly rate is $450. His employees Stephanie Wessel and Susan Adler (both associates) will receive $325 per hour and $275 per hour, respectively. Meanwhile, Carol Brennan, a paralegal, will receive $75 per hour. In a court filing, Mr. Fox disclosed that he and his employees are "disinterested persons as defined in section 101(14) of the Bankruptcy Code. Mr. Fox's contact information is: Leo Fox, Esq. 630 Third Avenue, 18th Floor New York, NY 10017 Tel: (212) 867-9595 About 961-969 Westchester Avenue 961-969 Westchester Avenue Corp. filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 15-12869) on Oct. 26, 2015, estimating its assets and liabilities at between $1 million and $10 million each. Judge Shelley C Chapman presides over the case. 961-969 Westchester Ave. Corp. is headquartered in Bronx, New York. ALPHA NATURAL: Pension Funds Object to Retiree Benefits Termination ------------------------------------------------------------------- The two healthcare funds created by the Coal Industry Retiree Health Benefit Act and the United Mine Workers of America Combined Benefit Fund and the United Mine Workers of America 1992 Benefit Plan; the United Mine Workers of America 1974 Pension Plan and Trust; the United Mine Workers of America 1993 Benefit Plan; the United Mine Workers of America 2012 Retiree Bonus Account Plan; and the United Mine Workers of America Cash Deferred Savings Plan of 1988 object to Alpha Natural Resources, Inc., et al.'s motion seeking authority to terminate their collective bargaining agreement with the United Mine Workers of America. The pension funds argue that obligations arising under the Coal Act are not "retiree benefits" under Section 1114(a) of the Bankruptcy Code as these are set by statute and cannot be modified through negotiation as these obligations are part of an unalterable public scheme -- entitled to priority payment during bankruptcy -- for providing benefits to retired coal miners "created" by Congress when it enacted the Coal Act. The pension funds further argue that even if they could be negotiated, the Debtors failed entirely to make a proposal to the authorized representative of the beneficiaries of the Coal Act Funds. In addition, the pension funds say eliminating those obligations cannot be "necessary to permit the reorganization" of the Debtors because the Debtors have already abandoned their reorganization efforts and instead are selling off substantially all of their "core" assets for $325 million before their plan will be presented to the Court for approval, noting the accepted principle that "an asset sale does not always constitute a plan of reorganization," thus, defeating the plain language of Section 1114, which "permits the modification or rejection of retiree benefits only when necessary to permit the reorganization of the debtor." In response, the Debtors maintain that they cannot successfully restructure and emerge from bankruptcy without modification to the CBAs, and to that end the Debtors engaged in good faith bargaining with the UMWA to reach agreement as to certain modifications to their Labor and Legacy Obligations that are necessary for the Debtors to successfully reorganize. Unfortunately, despite the Debtors' efforts, the UMWA unequivocally refused to accept any proposal whereby a proposed buyer of the Core Assets would not be bound by any agreement between the UMWA and the Debtors, the Debtors tell the Court. Nevertheless, the Debtors' efforts to reach an agreement with the UMWA continued even after the filing of the Motion, and the Debtors have even facilitated negotiations on behalf of the Stalking Horse Bidder with the UMWA with the hope that the two parties could reach an agreement in coordination with the sale of the Core Assets, the Debtors add. According to the Debtors, the pension funds confuse the sale of the Core Assets, with liquidation, when the Debtors have filed a plan of reorganization, and the Debtors will continue to operate after the Sale as set forth in the plan considering that the Debtors will retain the Reclamation Assets in order to conduct environmental reclamation, and these assets will continue to generate revenue for the purpose of paying reclamation claims and other obligations of the reorganized Debtors. Moreover, even if the Debtors' chapter 11 estates were being fully liquidated under their chapter 11 plan, Sections 1113 and 1114 of the Bankruptcy Code would still apply, for both sections require that a debtor's proposal to modify employee and retiree benefits be "necessary to permit the reorganization of the debtor," which term includes all types of debt adjustment, including going-concern asset sales pursuant to section 363, after which the proceeds, if any, are distributed to creditors in accordance with a plan of reorganization and the Bankruptcy Code's priority scheme. Attorneys for Debtors and Debtors in Possession: Tyler P. Brown, Esq. J.R. Smith, Esq. Henry P. (Toby) Long, III, Esq. Justin F. Paget, Esq. HUNTON & WILLIAMS LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219 Telephone: (804) 788-8200 Facsimile: (804) 788-8218 Email: tpbrown@hunton.com jrsmith@hunton.com hlong@hunton.com jpaget@hunton.com -- and -- David G. Heiman, Esq. Carl E. Black, Esq. Thomas A. Wilson, Esq. JONES DAY North Point, 901 Lakeside Avenue Cleveland, Ohio 44114 Telephone: (216) 586-3939 Facsimile: (216) 579-0212 Email: dgheiman@jonesday.com ceblack@jonesday.com tawilson@jonesday.com Attorneys for the Coal Act Funds, the 1974 Pension Plan, the 1993 Plan, the Account Plan, and the CDSP: Karen M. Crowley, Esq. Ann B. Brogan, Esq. CROWLEY, LIBERATORE, RYAN & BROGAN, P.C. 150 Boush Street, Suite 300 Norfolk, VA 23510 Telephone: (757) 333-4500 Facsimile: (757) 333-4501 Email: kcrowley@clrbfirm.com abrogan@clrbfirm.com -- and -- Paul A. Green, Esq. John R. Mooney, Esq. MOONEY, GREEN, SAINDON, MURPHY & WELCH, P.C. 1920 L Street, N.W., Suite 400 Washington, D.C. 20036 Telephone: (202) 783-0010 Facsimile: (202) 783-6088 Email: pgreen@mooneygreen.com jmooney@mooneygreen.com -- and -- John C. Goodchild, III, Esq. MORGAN, LEWIS & BOCKIUS LLP 1701 Market Street Philadelphia, PA 19103-2921 Telephone: (215) 963-5000 Facsimile: (215) 963-5001 Email: john.goodchild@morganlewis.com -- and -- Julia Frost-Davies, Esq. Amelia C. Joiner, Esq. MORGAN, LEWIS & BOCKIUS LLP One Federal Street Boston, MA 02110-1726 Telephone: (617) 341-7700 Facsimile: (617) 341-7701 Email: julia.frost-davies@morganlewis.com amelia.joiner@morganlewis.com About Alpha Natural Resources Headquartered in Bristol, Virginia, Alpha Natural -- http://www.alphanr.com-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. As of August 2015, Alpha had 8,000 full time employees across many different states, with UMWA representing 1,000 of the employees. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petitions were signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the cases. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq., and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M. Terry, Jr., Esq. at Sands Anderson PC, represent the Committee. * * * Alpha Natural Resources, Inc. on March 8 disclosed that it has filed a proposed Chapter 11 Plan of Reorganization and a related Disclosure Statement with the United States Bankruptcy Court for the Eastern District of Virginia. Together with the motion seeking approval of a marketing process for Alpha's core operating assets, these filings provide for the sale of Alpha's assets, detail a path toward the resolution of all creditor claims, and anticipate the emergence of a streamlined and sustainable reorganized company able to satisfy its environmental obligations on an ongoing basis. By selling certain assets as a going concern and restructuring the company's remaining assets into a reorganized Alpha, the company is able to provide maximum recovery to its creditors, while preserving jobs and putting itself in the best position to meet its reclamation obligations. This path will allow for a conclusion of Alpha's bankruptcy proceedings by June 30, 2016. ALPHA NATURAL: Retiree Committee Reserves Right to Object to Sale ----------------------------------------------------------------- The Official Committee of Retired Employees of Alpha Natural Resources, Inc., et al., filed a limited objection to Alpha Natural Resources, Inc., et al.'s sale of assets, saying that it does not object to the sale of the assets generally but reserved its rights to object to the sale motion if the Debtors' motion to terminate their retiree benefits is not consensually resolved and approved. The Retiree Committee relates that it has had, and will continue to seek to have, constructive communications with the Debtors in an attempt to resolve the Retiree Benefits Termination Motion, where the Debtors sought the Court's authority allowing them to terminate Non-Pension Retiree Benefits currently offered to certain of the Debtors' non-union retirees and spouses, and its concerns over the Sale Motion. According to the Retiree Committee, it has been in the process of documenting the Retiree Resolution with the Debtors, and the Retiree Committee believes that it has reached an agreement in principle to resolve the Retiree Benefits Termination Motion, which, upon Court approval, such Retiree Resolution would also addresses concerns of the Retiree Committee with the Sale Motion. Counsel for the Official Committee of Retired Employees: Lynn L. Tavenner, Esq. Paula S. Beran, Esq. David N. Tabakin, Esq. TAVENNER & BERAN, PLC 20 North Eighth Street, Second Floor Richmond, Virginia 23219 Telephone: (804) 783-8300 Telecopy: (804) 783-0178 Email: LTavenner@tb-lawfirm.com PBeran@tb-lawfirm.com -- and -- John R. Owen, Esq. Jeremy D. Capps, Esq. Melissa Y. York, Esq. HARMAN, CLAYTOR, CORRIGAN & WELLMAN P. O. Box 70280 Richmond, Virginia 23235 Telephone: (804) 747-5200 Telecopy: (804) 747-6085 Email: jowen@hccw.com jcapps@hccw.com myork@hccw.com About Alpha Natural Resources Headquartered in Bristol, Virginia, Alpha Natural -- http://www.alphanr.com-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. As of August 2015, Alpha had 8,000 full time employees across many different states, with UMWA representing 1,000 of the employees. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petitions were signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the cases. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq., and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M. Terry, Jr., Esq. at Sands Anderson PC, represent the Committee. * * * Alpha Natural Resources, Inc. on March 8 disclosed that it has filed a proposed Chapter 11 Plan of Reorganization and a related Disclosure Statement with the United States Bankruptcy Court for the Eastern District of Virginia. Together with the motion seeking approval of a marketing process for Alpha's core operating assets, these filings provide for the sale of Alpha's assets, detail a path toward the resolution of all creditor claims, and anticipate the emergence of a streamlined and sustainable reorganized company able to satisfy its environmental obligations on an ongoing basis. By selling certain assets as a going concern and restructuring the company's remaining assets into a reorganized Alpha, the company is able to provide maximum recovery to its creditors, while preserving jobs and putting itself in the best position to meet its reclamation obligations. This path will allow for a conclusion of Alpha's bankruptcy proceedings by June 30, 2016. ALPHA NATURAL: Seeks to Pay $1.5MM for Infrastructure Investments ------------------------------------------------------------------ Alpha Natural Resources, Inc., and certain of its direct and indirect subsidiaries seek authority from the U.S. Bankruptcy Court to expend certain funds outside of the ordinary course of business for infrastructure investments in support of their restructuring. Summary of the Proposed Infrastructure Investments: (a) Implementation of Cloud-Based ERP and HRIS Systems. The Debtors currently use enterprise resource planning and human resource information system products, however, the Debtors' ERP and HRIS systems are outdated and expensive to maintain relative to modern, cloud-based systems because each system requires that dedicated hardware be maintained on-site, involving significant ongoing setup, maintenance and support personnel costs. The Debtors project that the cost of migrating their ERP and HRIS systems to modern cloud-based solutions will be approximately $1,000,000 during 2016. (b) Investment in Replacement IT Hardware. Much of the Debtors' information technology hardware is outdated or obsolete and the Debtors anticipate that the Reorganized Debtors will retain the Debtors' newer hardware including computers, and the Debtors project that the cost of the Replacement Hardware will be approximately $500,000 during 2016, of that amount, the Debtors expect to incur approximately $225,000 in Hardware Expenses during the pendency of these chapter 11 cases. (c) Execution of Employee Benefit Administration Agreements. Certain of the Debtors are parties to contracts with various insurers and third-party service providers and administrators, and currently, the Debtors intend to enter into similar contracts with each of the Administrators with respect to their employees associated with the Reserve Price Assets and certain SG&A support services, who are anticipated to become employees of NewCo. The Debtors' entry into the Parallel Benefit Administration Contracts will protect affected employees by enabling NewCo to continue providing employee benefits seamlessly upon consummation of the sale and confirmation of the Plan and Contracts will assist the transition of the businesses associated with the Reserve Assets to NewCo and assisting in the Debtors' efforts to complete its restructuring through the NewCo Sale and the other terms of the Plan. The Debtors intend to pay for the Reinvestment Expenses with funds held in the Main Concentration Account, which funds constitute collateral of the DIP Lenders and the First Lien Lenders, both of which have approved of the Debtors' use of their cash collateral for this purpose. Attorneys for Debtors and Debtors in Possession: Tyler P. Brown, Esq. J.R. Smith, Esq. Henry P. (Toby) Long, III, Esq. Justin F. Paget, Esq. HUNTON & WILLIAMS LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219 Telephone: (804) 788-8200 Facsimile: (804) 788-8218 Email: tpbrown@hunton.com jrsmith@hunton.com hlong@hunton.com jpaget@hunton.com -- and -- David G. Heiman, Esq. Carl E. Black, Esq. Thomas A. Wilson, Esq. JONES DAY North Point, 901 Lakeside Avenue Cleveland, Ohio 44114 Telephone: (216) 586-3939 Facsimile: (216) 579-0212 Email: dgheiman@jonesday.com ceblack@jonesday.com tawilson@jonesday.com About Alpha Natural Resources Headquartered in Bristol, Virginia, Alpha Natural -- http://www.alphanr.com-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. As of August 2015, Alpha had 8,000 full time employees across many different states, with UMWA representing 1,000 of the employees. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petitions were signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the cases. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq., and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M. Terry, Jr., Esq. at Sands Anderson PC, represent the Committee. * * * Alpha Natural Resources, Inc. on March 8 disclosed that it has filed a proposed Chapter 11 Plan of Reorganization and a related Disclosure Statement with the United States Bankruptcy Court for the Eastern District of Virginia. Together with the motion seeking approval of a marketing process for Alpha's core operating assets, these filings provide for the sale of Alpha's assets, detail a path toward the resolution of all creditor claims, and anticipate the emergence of a streamlined and sustainable reorganized company able to satisfy its environmental obligations on an ongoing basis. By selling certain assets as a going concern and restructuring the company's remaining assets into a reorganized Alpha, the company is able to provide maximum recovery to its creditors, while preserving jobs and putting itself in the best position to meet its reclamation obligations. This path will allow for a conclusion of Alpha's bankruptcy proceedings by June 30, 2016. AMERICAN HOSPICE: Hires RSM US as Accountants --------------------------------------------- American Hospice Management Holdings, LLC and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ RSM US LLP as accountants, nunc pro tunc to the March 20, 2016 petition date. The Debtors seek to retain RSM to provide the services set forth in the Statement of Work, as appropriate, including: (a) preparing tax returns for the entities, jurisdictions and tax periods specified in the "Schedule of Tax Returns to be Prepared" attached to the Statement of Work; and (b) calculating estimated tax payments for 2016 in an amount intended to avoid certain penalties under the Internal Revenue Code and under the laws of the states in which the Debtors file 2015 income or franchise tax returns, along with estimated tax planning recommendations where requested. RSM will bill the Debtor for the services described in the Statement of Work in installments as follows: -- First Progress Billing: Upon Acceptance of Statement of Work ($25,000); -- Second Progress Billing: February 29, 2016 ($15,000); and -- Third Progress Billing: Upon Completion of Tax Returns ($9,900). RSM will also be reimbursed for reasonable out-of-pocket expenses incurred. Dawnelle Bass, director of Tax Services at RSM, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Bankruptcy Court will hold a hearing on the application on June 16, 2016, at 2:00 p.m. Objections, if any, are due June 9, 2016 at 4:00 p.m. RSM can be reached at: Dawnelle Bass RSM US LLP 4887 Belfort Road, Suite 201 Jacksonville, FL 32256 Tel: (904) 680-7200 Fax: (904) 680-7204 About American Hospice Management Headquartered in Jacksonville, Florida, American Hospice Management Holdings, LLC is a hospice care provider for patients with conditions including, among other things, cancer, cardiopulmonary diseases, Alzheimer's and strokes. American Hospice currently provides hospice care in the following six markets: (i) Phoenix, Arizona; (ii) Houston, Texas; (iii) Oklahoma City, Oklahoma; (iv)Atlanta, Georgia; (v) Richmond and Central Virginia; and (vi) New Jersey. The Company employs 365 people. American Hospice and 10 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10670) on March 20, 2016. Scott Mahosky, the CEO, signed the petition. The Debtors estimated assets in the range of $10 million to $50 million and liabilities of up to $50 million. The Debtors have hired Denton US LLP as counsel, Pachulski Stang Ziehl & Jones LLP as co-counsel, Harris Williams & Co. as investment banker, and Kurtzman Carson Consultants, LLC as notice and claims agent. Each of the Debtors is owned 100% by American Hospice Management Holdings, LLC which is a Delaware limited liability company. The majority owner of American Hospice Management Holdings, LLC is American Hospice Holdings Corporation, a Delaware corporation. American Hospice Holdings Corporation is wholly owned by 2000 Riverside Capital Appreciation Fund, L.P. AMW MACHINE: Hires Heed Law as Special Counsel ---------------------------------------------- AMW Machine Control Inc. seeks authorization from the Hon. John T. Gregg of the U.S. Bankruptcy Court for the Western District of Michigan to employ Heed Law Group PLLC as special counsel, nunc pro tunc to the April 19, 2016 petition date. The Debtor requires Heed Law to: (a) provide advice and recommendations regarding the civil proceeding Geologic Computer Systems, Inc. v. John MacLean et al., Case No. 2:10-cv-13569-AJT-RSW; and (b) provide services, assistance, and other activities that are required and mutually agreed upon. Heed Law will be paid at these hourly rates: Attorneys $300 Paraprofessionals $125 Heed Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas P. Heed, attorney of Heed Law, 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. Heed Law can be reached at: Thomas P. Heed, Esq. HEED LAW GROUP, P.L.L.C. 39555 Orchard Hill Place, Suite 600 Novi, MI 48375 Tel: (248) 465-8655 Fax: (248) 348-5760 AMW Machine Control, Inc., based in Saranac, Michigan, filed for Chapter 11 bankruptcy (Bankr. W.D. Mich. Case No. 16-02157) on April 19, 2016. Hon. John T. Gregg presides over the case. Todd A. Almassian, Esq., at Keller & Almassian, PLC, serves as the Debtor's counsel. In its petition, the Debtor estimated under $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Mark A. Williams, president. AMW MACHINE: Taps Walker Fluke as Accountant -------------------------------------------- AMW Machine Control Inc. seeks authorization from the Hon. John T. Gregg of the U.S. Bankruptcy Court for the Western District of Michigan to employ Walker, Fluke & Sheldon, PLC as accountant, nunc pro tunc to the April 19, 2016 petition date. The Debtor requires Walker Fluke to: (a) compile data and analysis information necessary to meet the reporting requirements that will be mandated by the bankruptcy process, and to meet the requests of various parties related to the Debtor's restructuring and reorganization; (b) compile and prepare operational and financial data and analysis to the Debtor and its counsel to assist in developing a plan of reorganization and related documents; and (c) provide services, assistance, and other activities that are required and mutually agreed upon. Walker Fluke will be paid at these hourly consulting rates: CPA Time $90-$200 Accounting Time $55-$160 Clerical Time $36-$55 Walker Fluke will also be paid monthly accounting service of $525 per month for reconciliation of all bank accounts and preparation of monthly financial statements. Walker Fluke will also be reimbursed for reasonable out-of-pocket expenses incurred. David DeHaan, accountant in Walker Fluke, 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. Walker Fluke can be reached at: David DeHaan, Esq. WALKER, FLUKE & SHELDON, PLC 525 W Apple St. Hastings, MI 49058 Tel: (269) 945-9452 Fax: (269) 945-4890 AMW Machine Control, Inc., based in Saranac, Michigan, filed for Chapter 11 bankruptcy (Bankr. W.D. Mich. Case No. 16-02157) on April 19, 2016. Hon. John T. Gregg presides over the case. Todd A. Almassian, Esq., at Keller & Almassian, PLC, serves as the Debtor's counsel. In its petition, the Debtor estimated under $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Mark A. Williams, president. APOLLO PRESS: Seeks to Hire Black Marlin as Accountant ------------------------------------------------------ Apollo Press, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Black Marlin Financial Services Group, PLC as its accountant. The Debtor tapped the firm to prepare its monthly operating reports; prepare its monthly, quarterly and annual tax returns; reconcile its books and records on a monthly basis; and provide other accounting services. The personnel presently designated to represent the Debtor and their hourly rates are: Ann Black, CPA $175 Tracey Kempton, Senior Accountant $150 Trish Peters, Staff Accountant $125 Kelsey Tice, Staff Accountant $125 Ms. Black disclosed in a court filing that she is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Ann Black, CPA Black Marlin Financial Services Group Black Marlin CPA 200-1 Nat Turner Blvd. Newport News, VA, 23606 E-mail: ann.black@blackmarlincpa.com Phone: (757) 596-9300 Fax: (757) 596-3663 About Apollo Press Apollo Press, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the Eastern District of Virginia (Newport News) (Case No. 16-50717) on May 26, 2016. The petition was signed by John Warren Taylor, president. The case is assigned to Judge Frank J. Santoro. The Debtor estimated assets of $500,000 to $1 million and debts of $1 million to $10 million. APOLLO PRESS: Seeks to Hire Harry Jernigan as Legal Counsel ----------------------------------------------------------- Apollo Press, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Harry Jernigan CPA Attorney P.C. as its legal counsel. The Debtor tapped the firm to provide these services: (a) give advice about its powers and duties as debtor-in- possession; (b) assist, advise and represent the Debtor in the formulation, negotiation and confirmation of a Chapter 11 plan; (c) assist, advise and represent the Debtor in any investigation of its assets, liabilities and financial condition; (d) represent the Debtor at hearings; (e) give advice about the assumption or rejection of the Debtor's executory contracts and unexpired leases; and (f) provide advice about general corporate and litigation issues related to the Debtor's bankruptcy case. The personnel presently designated to represent the Debtor and their hourly rates are: Harry W. Jernigan, III, CPA, Esq. $350 Carolyn L. Camardo, Esq. $300 Jennifer T. Langley, MBA, Esq. $275 Jared A. Mangum, Esq. $225 Stephanie Zongolowicz, Paralegal $150 Mr. Jernigan disclosed in a court filing that each attorney with the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Harry W. Jernigan, III, CPA, Esq. Jennifer T. Langley, Esq. Harry Jernigan CPA Attorney P.C. 5101 Cleveland Street, Suite 200 Virginia Beach, VA 23462 Telephone (757) 490-2200 Facsimile (757) 490-0280 About Apollo Press Apollo Press, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the Eastern District of Virginia (Newport News) (Case No. 16-50717) on May 26, 2016. The petition was signed by John Warren Taylor, president. The case is assigned to Judge Frank J. Santoro. The Debtor estimated assets of $500,000 to $1 million and debts of $1 million to $10 million. ARMATO PAVING: Selling Chicago Heights Property for $55,000 ----------------------------------------------------------- Armato Paving, Inc., on May 19, 2016, filed a motion asking the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, pursuant to Section 363(b) and (f) of the Bankruptcy Code, to sell real estate, commonly known as 19800 Glenwood Road, Chicago Heights, IL, and consisting of a vacant lot and building used as the Debtor's offices, to Brian Burke for $55,000. Prior to negotiating the sale to buyer, the Debtor's management obtained a comparative market analysis that valued the real estate at $75,000. Any sale approval order will, among other things: (i) approve the Sec. 363 sale and the transfer of the real estate free and clear of all liens, claims, encumbrances and interests of any kind or nature whatsoever to the extent permitted by law, with any and all valid enforceable liens, claims, and encumbrances attaching to the net cash proceeds at the Closing with the same extent and priority as they held in the Real Estate prior to the 363 Sale; (ii) contain a finding that any successful purchaser pursuant to Section 363(m) of the Bankruptcy Code; and (iii) authorize the sale proceeds to be applied and allocated as the Bankruptcy Code deems appropriate. The proposed buyer does not have any connection to the Debtor and the purchase price is the result of arm's-length negotiation. The Debtor is aware of potential clean-up costs that may be requested by potential purchasers. Factoring these items into the bottom line, the Debtor believes the present offer to be the highest and best for the estate and its creditors. The Debtor believes a separate auction would only increase costs with no corresponding benefit to the estate. Armato Paving, Inc., is represented by: Richard G. Larsen SPRINGER BROWN, LLC 300 South County Farm Road, Suite 1 Wheaton, IL 60187 Telephone: (630) 510-0000 E-mail: rlarsen@springerbrown.com About Armato Paving Armato Paving, Inc., is a privately held Illinois corporation engaged in operating a paving company in Chicago Heights, IL. Under existing management, the Debtor has operated the business since 1999. On July 29, 2015, the Company filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 15-25824). Richard G. Larsen, Esq., at Springer Brown, LLC -- rlarsen@springerbrown.com -- serves as counsel to the Debtor. ATLANTIC CITY, NJ: Governor Approves Bailout Legislation -------------------------------------------------------- Jeannie O'Sullivan, writing for Bankruptcy Law360, reported that New Jersey Gov. Chris Christie has signed legislation that would help Atlantic City recover from a crippling financial spate of poor gambling revenue and successful tax appeals, ending fears that a legislative stalemate would drive the city into insolvency. The Republican governor's approval of two measures would give Atlantic City officials 150 days to craft a five-year financial plan and create a tax deferral plan. AVONDALE PARK: Seeks to Hire Dunham Hildebrand as Legal Counsel --------------------------------------------------------------- Avondale Park Apartments and Hidden Valley Apartments seek approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to hire Dunham Hildebrand, PLLC as their legal counsel. The Debtors tapped the firm to replace their former counsel. Dunham Hildebrand will provide these services: (a) give advice about their powers and duties as debtors in the management of their property; (b) investigate and institute legal action on behalf of the Debtors to collect and recover assets of the estates; (c) prepare legal papers on behalf of the Debtors; (d) assist and counsel the Debtors in the preparation, presentation and confirmation of their plan of reorganization; and (e) represent the Debtors in any forum to protect their interests. In their petitions, the Debtor listed Steven L. Lefkovitz, Esq., at the Law Offices Lefkovitz & Lefkovitz, as their counsel. Dunham Hildebrand's current standard hourly rates range from $250 to $300 for attorneys. Meanwhile, paralegals are paid $150 per hour. Dunham Hildebrand will receive reimbursement for work-related expenses. Griffin Dunham, a member of Dunham Hildebrand, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Griffin S. Dunham Henry E. Hildebrand, IV Dunham Hildebrand, PLLC 1704 Charlotte Avenue, Suite 105 Nashville, TN 37203 Tel: 615.933.5850 E-mail: griffin@dhnashville.com ned@dhnashville.com About Avondale Park Avondale Park Apartments and Hidden Valley Apartments sought protection under Chapter 11 of the Bankruptcy Code in the Middle District of Tennessee (Case Nos. 15-3468 and 15-3469) on May 20, 2015. The petition was signed by Elaina V. Johnson, managing general partner. On September 9, 2015, the court ordered the joint administration of the cases under Case No. 15-3468. The cases are assigned to Judge Marian F. Harrison. Avondale Park disclosed total assets of $3.92 million and total debts of $2.82 million. Hidden Valley disclosed total assets of $2.58 million and total debts of $1.42 million. B&L EQUIPMENT RENTALS: Selling Volant Equipment for $350K --------------------------------------------------------- B&L Equipment rentals, Inc., on May 19, 2016, filed a motion asking the U.S. Bankruptcy Court for the Eastern District of California for permission to sell its Volant CRTe System to Volant Oil Tools, Inc. for $350,000, free and clear of liens. The Debtor purchased the Volant CRTe System (the "Equipment") from Volant prior to filing its Chapter 11 case. A list describing the individual pieces of equipment that comprise the Equipment and the original price paid by Debtor is attached to the Purchase and Sale Agreement for Equipment. The Debtor has reached an agreement with Volant to sell the Equipment to Volant for $350,000. The Agreement provides that the $350,000 purchase price will be paid as follows: * $250,000 upon execution of the Agreement and confirmed shipping details; and * $100,000 credit added to the Debtor's account with Volant to be used against invoices for future products or services delivered on or before May 30, 2018. A hearing on the Motion is scheduled for June 9, 2016, at 1:30 p.m. at Department B, United States Courthouse 510, 19th St., Bakersfield, CA. The Honorable Judge Rene Lastreto, II, will preside. The Debtor has never used the Equipment and the Equipment remains in its original shipping container. The Debtor has determined that the Equipment is not needed and is not essential to the operation to the operation of the Debtor's business. The Debtor believed that the Equipment had a value of $450,000 when it filed its Chapter 11 case on Nov. 20, 2015. The Debtor believes that the current market value of the Equipment is less than $450,000 due to the downturn in the oil industry which has decreased the demand for the Equipment within the United States. The Debtor has attempted to sell the Equipment on the open market and Debtor's efforts have not been successful. Volant's offer is best offer that Debtor has received for purchase of the Equipment and the Debtor believes that $350,000 purchase price represents the current market value of the Equipment. The Equipment is subject to a "blanket lien" held by the Bank of America, N.A., according to a Proof of Claim filed Bank of American on March 1, 2016. The $250,000 cash proceeds received from the sale of the Equipment will be used to reduce Bank of America's claim secured by the lien against the Equipment. The Debtor believes that the sale of the Equipment is in the best interest and in the best interest of the estate because the Debtor will be able to (i) reduce Bank of America's claim secured by the "blanket lien" by $250,000, (ii) reduce maintenance cost associated with its other Volant CRT systems, and (iii) reduce the amount needed to be repaid through a Plan of Reorganization. Therefore, the Debtor wants to sell the Equipment to Volant under the terms described in the Agreement. B&L Equipment Rentals is represented by: Leonard K. Welsh Law Offices of Leonard K Welsh 4550 California Avenue, Fourth Floor Bakersfield, California 93309 Telephone: (661) 328-5328 About B&L Equipment Rentals B&L Equipment Rentals, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No. 15-14685) on Nov. 30, 2015. The petition was signed by Lawrence F. Jenkins as president. The Debtor listed total assets of $17.2 million and total debt of $5.02 million. The Law Office of Leonard K. Welsh represents the Debtor as counsel. The case has been assigned to Judge Rene Lastreto II. BMR HOLDINGS: Hires Shubert Goodman as CPAs ------------------------------------------- BMR Holdings, LLC dba Patchington seeks authorization from the U.S. Bankruptcy Court for the Middle District of Florida to employ Shubert Goodman and Huttner, LLP as certified public accountants, nunc pro tunc to the April 6, 2016 petition date. The Debtor requires Shubert Goodman to: (a) provide accounting services to the Debtor in connection with this Chapter 11 case and the Debtor's emergence from Chapter 11 as required by the Debtor from time to time; (b) prepare federal and state tax returns; (c) assist with the Debtor's reporting requirements; and (d) perform such other functions as requested by the Debtor or its counsel. Shubert Goodman has advised the Debtor that its current hourly rate is $300 per hour for its review services of the Debtor's books and records. In addition, Shubert Goodman has advised the Debtor that the fees for its services to prepare the Debtor's federal tax returns for the fiscal year ended January 2, 2016 are estimated to be $3,500. Jay Huttner, accountant of Shubert Goodman, 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. Shubert Goodman can be reached at: Jay Huttner SHUBERT GOODMAN AND HUTTNER, LLP 118 York Road Jenkintwon, PA 19046 Tel: (215) 884-5678 Fax: (215) 886-3578 About BMR Holdings BMR Holdings, LLC sought protection under Chapter 11 of the Bankruptcy Code in the Middle District of Florida (Tampa) (Case No. 16-02944) on April 6, 2016. The petition was signed by Michael Levich, manager. The Debtor is represented by Stephen R. Leslie, Esq., at Stichter, Riedel, Blain & Postler, P.A. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. BROWN FUNERAL: Seeks to Hire Robert Lewis as Attorney ----------------------------------------------------- Alphonso E. Brown Funeral Director, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Robert Lewis of the Law Offices of Robert S. Lewis P.C. as its lawyer. The Debtor proposed to hire an attorney to provide advice about its powers and duties in the continued operation of its business; prepare legal papers on its behalf; and other legal services. The Debtor will pay Mr. Lewis a retainer of $5,000 for his services and reimburse him for work-related expenses. In a court filing, Mr. Lewis disclosed that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Mr. Lewis maintains an office at: Robert Lewis Law Offices of Robert S. Lewis P.C. 53 Burd Street Nyack, NY 10960 Tel: (845) 358-7100 Email: robert.lewlaw1@gmail.com About Alphonso E. Brown Alphonso E. Brown Funeral Director, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-22650) on May 13, 2016. CALIBER PARTNERSHIP: Court Rejects UST Bid for Ch. 11 Trustee ------------------------------------------------------------- Judge Mark X. Mullin on May 25, 2016, entered an order denying an emergency motion by the U.S. Trustee for the appointment of a Chapter 11 trustee for Caliber Partnership I, LLC, or converting case to a Chapter 7 liquidation. The emergency motion by the U.S. Trustee came for hearing on April 13. For the reasons stated on the record, the court finds that good cause exists to enter an order denying the motion without prejudice. Caliber Partnership I, LLC, sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 16-40132) on Jan. 4, 2016, in Fort Worth, Texas. The Hon. Mark X. Mullin is the case judge. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC, in Dallas, serves as counsel. The Debtor estimated assets and debt of $1 million to $10 million. CHAPARRAL ENERGY: Hires Evercore Group as Investment Banker ----------------------------------------------------------- Chaparral Energy Inc. and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the District of Delaware to employ Evercore Group L.L.C. as investment banker and financial advisor to the Debtors, nunc pro tunc to the May 9, 2016 petition date. The Debtors require Evercore Group to provide the services: (a) reviewing and analyzing the Debtors' business, operations, and financial projections; (b) advising and assisting the Debtors in a Restructuring, Financing and/or Sale, (collectively, a "Transaction") if the Debtors determine to undertake such a transaction; (c) analyzing the Debtors' capital structure, debt capacity and potential valuation; (d) creating a financial model that assists the Debtors in evaluating and negotiating any proposed Transaction; (e) without limiting the foregoing, facilitating the due diligence of the Debtors' business plan and the proposed Transactions by various creditor classes and potential Investors; (f) if the Debtors pursue a Restructuring, assisting the Debtors in the following: i. providing financial advice in developing and implementing a Restructuring, which would include: - assisting the Debtors in developing a restructuring plan or plan of reorganization, including a plan of reorganization pursuant to the Bankruptcy Code; - advising the Debtors on tactics and strategies for negotiating with various stakeholders regarding the Plan; - structuring, facilitating and effecting a Restructuring; - providing testimony, as necessary, with respect to matters on which Evercore has been engaged to advise the Debtors in any proceedings under the Bankruptcy Code that are pending before the Bankruptcy Court; and - providing the Debtors with other financial restructuring advice as Evercore and the Debtors may deem appropriate. ii. if the Debtors pursue a Financing, in connection with a Restructuring, assisting the Debtors in: - structuring and effecting a Financing; - identifying potential Investors and, at the Debtors' request, contacting such Investors; and - working with the Debtors in negotiating with potential Investors. iii. if the Debtors pursue a Sale, in connection with a Restructuring, assisting the Debtors in: - structuring and effecting a Sale; - identifying interested parties and/or potential acquirors and, at the Debtors' request, contacting such interested parties and/or potential acquirors; and - advising the Debtors in connection with negotiations with potential interested parties and/or acquirors and aiding in the consummation of a Sale transaction. The Debtors have agreed to pay Evercore Group in cash under this fee structure: -- A monthly fee of $200,000 for the first 3 months of its engagement and $175,000 for each additional month thereafter, payable upon execution of the Engagement Letter and on the 15th day of each month commencing February 15, 2016, until the earlier of the consummation of a Transaction or the termination of Evercore's engagement. So long as a Monthly Fee has actually been earned and paid, 50% of the Monthly Fees actually paid after the first 3 months of the Engagement Letter shall be credited against any Restructuring Fee, Financing Fee or Sale Fee payable under the terms of the Engagement Letter; provided, that, in the event of a Chapter 11 filing, any such credit of fees contemplated by this sentence shall only apply to the extent that all such Monthly Fees and the Restructuring Fee, the Financing Fee and Sale Fee are approved in their entirety by the Bankruptcy Court pursuant to a final order not subject to appeal and which order is reasonably acceptable to Evercore. -- A Restructuring Fee, payable upon the consummation of any Restructuring in the amount of $8,000,000. -- A Financing Fee, payable upon consummation of any Financing, subject to the other provisions of the Engagement Letter, incremental to any Restructuring Fee or Sale Fee, equal to the applicable percentages set forth in the table below: Financing As a Percentage of Financing --------- Gross Proceeds -------------- Indebtedness Secured by a First Lien or Debtor-in-Possession Financing 1.00% Indebtedness Secured by a Junior Lien 2.00% Unsecured and/or Mezzanine Indebtedness 3.00% Equity or Equity-linked Securities/Obligations 5.00% Provided, however, that no Financing Fee shall be due pursuant to a Financing if both (a) Evercore did not lead the Financing process and (b) a majority of the gross proceeds raised are raised from existing equity holders, existing debt holders and/or other existing investors of the Engagement Letter or any of their affiliates. -- A Sale Fee, payable upon consummation of each Sale, subject to the other provisions of the Engagement Letter, incremental to any Restructuring Fee or Financing Fee, equal to the aggregate product of (a) the Aggregate Consideration and (b) 1.00%; provided, however, that in no case shall any Sale Fee be less than $1,500,000; and provided further that no Sale Fee shall be payable in connection with a Transaction conducted by the Debtors for which Evercore did not provide material services and for Aggregate Consideration of less than $75 million. Evercore Group will also be reimbursed for reasonable out-of-pocket expenses incurred. Lloyd Sprung, senior managing director of Evercore Group, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Bankruptcy Court will hold a hearing on the application on June 9, 2016, at 11:00 a.m. Objections, if any, are due June 2, 2016 at 4:00 p.m. Evercore Group can be reached at: Lloyd Sprung EVERCORE GROUP L.L.C. 55 East 52nd Street New York, NY 10055 Tel: (212) 857-3100 Fax: (212) 857-3101 About Chaparral Energy Founded in 1988, Chaparral Energy, Inc. is a Delaware corporation headquartered in Oklahoma City and a pure play Mid-Continent independent oil and natural gas exploration and production company. At March 31, 2016, the Company had total assets of $1,229,373,000, total current liabilities of $1,940,742,000 and total stockholders' deficit of $759,546,000. Chaparral Energy, Inc. and its 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code in the District of Delaware (Lead Case No. 16-11144) on May 9, 2016. The petition was signed by Mark A. Fischer, chief executive officer. The Debtors are represented by Richard Levy, Esq., Keith Simon, Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham & Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., as counsel. Kurtzman Carson Consultants LLC serves as administrative advisor. The Office of the U.S. Trustee on May 18 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 cases of Chaparral Energy, Inc. and its affiliates. CHAPARRAL ENERGY: Hires Richards Layton as Bankruptcy Co-counsel ---------------------------------------------------------------- Chaparral Energy Inc. and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the District of Delaware to employ Richards, Layton & Finger, P.A. ("RL&F") as bankruptcy co-counsel, nunc pro tunc to the May 9, 2016 petition date. The Debtors require Richards Layton to provide these services: (a) advising the Debtors of their rights, powers and duties as debtors and debtors in possession under chapter 11 of the Bankruptcy Code; (b) taking action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of actions commenced against the Debtors in these Chapter 11 Cases, the negotiation of disputes in which the Debtors are involved and the preparation of objections to claims filed against the Debtors; (c) assisting in preparing on behalf of the Debtors all motions, applications, answers, orders, reports and papers in connection with the administration of the Debtors' estates; (d) prosecuting on behalf of the Debtors the proposed plan and seeking approval of all transactions contemplated therein and in any amendments thereto; (e) performing other necessary or desirable legal services in connection with these Chapter 11 Cases; and (f) RL&F may perform all other services assigned by the Debtors, in consultation with Latham & Watkins LLP, to RL&F as co-counsel to the Debtors. To the extent RL&F determines that such services fall outside of the scope of services historically or generally performed by RL&F as co-counsel in a bankruptcy case, RL&F will file a supplemental declaration. RL&F will be paid at these hourly rates: Mark D. Collins $850 John H. Knight $750 Joseph C. Barsalona II $360 Brendan J. Schlauch $360 Rebecca V. Speaker $240 Partners $610-$850 Counsel $535-$550 Associates $295-$510 Paraprofessionals $240 RL&F will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the Petition Date, the Debtors paid RL&F a total retainer of $208,500 in connection with and in contemplation of these Chapter 11 Cases. Mark D. Collins, director of RL&F, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Bankruptcy Court will hold a hearing on the application on June 9, 2016, at 11:00 a.m. Objections, if any, are due June 2, 2016 at 4:00 p.m. RL&F can be reached at: Mark D. Collins, Esq. John H. Knight, Esq. Joseph C. Barsalona II, Esq. Brendan J. Schlauch, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King St. Wilmington, DE 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 E-mail: collins@rlf.com knight@rlf.com barsalona@rlf.com schlauch@rlf.com About Chaparral Energy Founded in 1988, Chaparral Energy, Inc. is a Delaware corporation headquartered in Oklahoma City and a pure play Mid-Continent independent oil and natural gas exploration and production company. At March 31, 2016, the Company had total assets of $1,229,373,000, total current liabilities of $1,940,742,000 and total stockholders' deficit of $759,546,000. Chaparral Energy, Inc. and its 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code in the District of Delaware (Lead Case No. 16-11144) on May 9, 2016. The petition was signed by Mark A. Fischer, chief executive officer. The Debtors are represented by Richard Levy, Esq., Keith Simon, Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham & Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., as counsel. Kurtzman Carson Consultants LLC serves as administrative advisor. The Office of the U.S. Trustee on May 18 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 cases of Chaparral Energy, Inc. and its affiliates. CHAPARRAL ENERGY: Seeks Permission to Use JPMorgan Cash Collateral ------------------------------------------------------------------ Chaparral Energy, Inc., et al., seek authority from the U.S. Bankruptcy Court to use cash collateral securing their prepetition indebtedness from JPMorgan Chase Bank, N.A., as administrative agent for a consortium of Prepetition Secured Parties. The Debtors seek to use consensually the Segregated Cash Collateral, the Disputed Cash, and any other Cash of the Debtors in accordance with and only to the limited extent provided in the Interim Budget, subject to any Authorized Variance, and for the adequate protection payments to the Prepetition Agent and other Prepetition Secured Parties. The Debtor propose, as adequate protection, (1) replacement liens against all assets and property of the Debtors, including the Specified Cash, other than avoidance actions but subject to the final order, (2) superpriority administrative claims against the Debtors and their estates and with recourse to all assets and property of the Debtors, other than avoidance actions but subject to the final order, (3) current payment of interest at the applicable default rate, and (4) current reimbursement of professional fees and expenses to the extent required under the Prepetition Loan Documents, the Swap Agreements, or Banking Services Agreements. Carve-Out is in an aggregate amount not to exceed $2,350,000. The Debtors’ right to use the Cash Collateral on a consensual basis will terminate on the earliest to occur of June 8, 2016, if the Final Order has not been entered by the Court on or before such date or any of the Termination Events. A full-text copy of the Cash Collateral Motion dated May 10, 2016 is available at https://is.gd/NARiv7 Proposed Counsel for Debtors and Debtors in Possession: Mark D. Collins, Esq. John H. Knight, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King St. Wilmington, Delaware 19801 Telephone: 302-651-7700 Facsimile: 302-651-7701 Email: collins@rlf.com knight@rlf.com -- and -- Richard A. Levy, Esq. Keith A. Simon, Esq. David F. McElhoe, Esq. LATHAM & WATKINS LLP 885 Third Avenue New York, New York 10022-4834 Telephone: 212-906-1200 Facsimile: 212-751-4864 Email: richard.levy@lw.com keith.simon@lw.com david.mcelhoe@lw.com About Chaparral Energy Founded in 1988, Chaparral Energy, Inc. is a Delaware corporation headquartered in Oklahoma City and a pure play Mid-Continent independent oil and natural gas exploration and production company. At March 31, 2016, the Company had total assets of $1,229,373,000, total current liabilities of $1,940,742,000 and total stockholders' deficit of $759,546,000. Chaparral Energy, Inc. and its 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code in the District of Delaware (Lead Case No. 16-11144) on May 9, 2016. The petition was signed by Mark A. Fischer, chief executive officer. The Debtors are represented by Richard Levy, Esq., Keith Simon, Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham & Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., as counsel. Kurtzman Carson Consultants LLC serves as administrative advisor. The Office of the U.S. Trustee on May 18 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 cases of Chaparral Energy, Inc. and its affiliates. CHAPARRAL ENERGY: Taps Opportune LLP as Financial Advisor --------------------------------------------------------- Chaparral Energy Inc. and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the District of Delaware to employ Opportune LLP as financial advisor, nunc pro tunc to the May 9, 2016 petition date. The Debtors require Opportune LLP to provide these services: (a) assistance in the preparation of financial related disclosures required by the Court, including but not limited to Schedules of Assets and Liabilities, Statements of Financial Affairs and Monthly Operating Reports; (b) assistance with information and analyses required pursuant to cash collateral documents; (c) assistance with the identification and implementation of short-term cash management procedures; (d) assistance with the identification of executory contracts and leases and performance of cost/benefit evaluations with respect to the affirmation or rejection of each; (e) assistance to management and counsel focused on the coordination of resources related to the ongoing reorganization effort; (f) assistance in the preparation of financial information for distribution to creditors and others, including, but not limited to, cash flow projections and budgets, cash receipts and disbursement analysis, analysis of various asset and liability accounts, and analysis of proposed transactions for which Court approval is sought; (g) attendance at meetings and assistance in discussion with potential investors, banks, and other secured lenders, any official committees appointed in these chapter 11 cases, the U. S. Trustee, other parties in interest and professionals hired by same, as requested; (h) analysis of creditor claims by type, entity, and individual claim, including assistance with development of databases to track such claims; (i) assistance in the preparation of information and analysis necessary for the confirmation of a plan of reorganization in these chapter 11 cases, including information contained in the plan and disclosure statement; (j) rendering such other general business consulting or such other assistance management or counsel may deem necessary and consistent with the role of a financial advisor to the extent that it would not be duplicative of services provided by other professionals. Opportune LLP will be paid at these hourly rates: Partner $835 Managing Director $715 Director $605 Manager $540 Senior Consultant $420 Consultant $335 Opportune LLP will also be reimbursed for reasonable out-of-pocket expenses incurred. Opportune LLP received an initial retainer of $250,000 on March 22, 2016 from the Debtors related to its financial advisory work. David Baggett, managing partner 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. The Bankruptcy Court will hold a hearing on the application on June 9, 2016, at 11:00 a.m. Objections, if any, are due June 2, 2016 at 4:00 p.m. Opportune LLP can be reached at: David Baggett Opportune LLP 711 Louisiana St., Ste. 3100 Houston, TX 77002 Tel: (713) 490-5050 Fax: (713) 490-0355 About Chaparral Energy Founded in 1988, Chaparral Energy, Inc. is a Delaware corporation headquartered in Oklahoma City and a pure play Mid-Continent independent oil and natural gas exploration and production company. At March 31, 2016, the Company had total assets of $1,229,373,000, total current liabilities of $1,940,742,000 and total stockholders' deficit of $759,546,000. Chaparral Energy, Inc. and its 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code in the District of Delaware (Lead Case No. 16-11144) on May 9, 2016. The petition was signed by Mark A. Fischer, chief executive officer. The Debtors are represented by Richard Levy, Esq., Keith Simon, Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham & Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., as counsel. Kurtzman Carson Consultants LLC serves as administrative advisor. The Office of the U.S. Trustee on May 18 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 cases of Chaparral Energy, Inc. and its affiliates. COLEMAN PARTNERS: Seeks to Hire Philip Stock as Legal Counsel ------------------------------------------------------------- Coleman Partners L.P. seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire a legal counsel in connection with its Chapter 11 case. Coleman proposes to hire Philip Stock, Esq., to provide these services: (a) give advice about its powers and duties as a debtor-in- possession; (b) prepare legal papers; (c) represent the Debtor at the initial interview and at the meeting of creditors; (d) represent the Debtor at all hearings and adversary proceedings; (e) represent the Debtor in its dealings with creditors; and (f) represent the Debtor in providing legal services required to negotiate, draft and implement a plan and disclosure statement. Mr. Stock will be paid $250 per hour for his services and will receive reimbursement for work-related expenses. He received a retainer of $5,125, plus a filing fee of $1,717, for post-petition representation. In a court filing, Mr. Stock disclosed that he has no connection with the Debtor or has any conflicts with its creditors. Mr. Stock's contact information is: Philip W. Stock 706 Monroe Street Stroudsburg, PA 18360 Tel: (570) 420-0500 About Coleman Partners Coleman Partners L.P. sought protection under Chapter 11 of the Bankruptcy Code in the Middle District of Pennsylvania (Case No. 16-02255) on May 25, 2016. DESERT SPRINGS: Case Summary & 2 Unsecured Creditors ---------------------------------------------------- Debtor: Desert Springs Financial LLC 54885 Inverness Way La Quinta, CA 92253 Case No.: 16-14859 Type of Business: Single Asset Real Estate Chapter 11 Petition Date: May 30, 2016 Court: United States Bankruptcy Court Central District of California (Riverside) Judge: Hon. Mark S Wallace Debtor's Counsel: Wayne M. Tucker, Esq. ORROCK POPKA FORTINO TUCKER & DOLEN 1710 Plum Lane, Suite A Redlands, CA 92374 Tel: 951-683-6014 Fax: 909-382-9488 Email: tucker@waynetuckerlaw.com Total Assets: $16.75 million Total Debts: $7.33 million The petition was signed by Murray Altman, manager. List of Debtor's Two Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ American Express Business Credit $2,037 Card Wells Fargo Business Line $88,026 of Credit DJWV1 LLC: Seeks to Hire Whiteford as Legal Counsel --------------------------------------------------- DJWV1, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to hire Whiteford, Taylor and Preston, LLP as its legal counsel. DJWV1 tapped the firm to: (a) give advice about its powers and duties as a debtor-in- possession; (b) represent the Debtor in defense of any proceeding instituted to reclaim property or to obtain relief from the automatic stay; (c) prepare legal papers; (d) assist the Debtor when it sells its assets; (e) assist the Debtor in preparing its schedules and statement of financial affairs; (f) assist the Debtor in preparing a plan and a disclosure statement; and (g) assist the Debtor in other legal matters, including securities, corporate, real estate, tax, intellectual property, employee relations, general litigation, and bankruptcy legal work. The current hourly rates of the principal attorneys and paralegals proposed to represent the Debtor are: Michael J. Roeschenthaler $575 Daniel Vorsteg $530 Kelly E. McCauley $325 Kathleen McCruden $280 Other attorneys and paralegals will render services to the Debtor if needed. Generally, Whiteford's hourly rates range from $480 to $670 for partners and "of counsel;" $310 to $390 for associates; and $280 for legal assistants and paralegals. Mr. Roeschenthaler, a partner at Whiteford, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Whiteford can be reached through: Michael J. Roeschenthaler Whiteford, Taylor and Preston 500 Grant Street, Suite 2900 Pittsburgh, PA 15219 Email: info@wtplaw.com About DJWV1 LLC DJWV1, LLC sought protection under Chapter 11 of the Bankruptcy Code in the Southern District of West Virginia (Huntington) (Case No. 16-30249) on May 18, 2016. The petition was signed by Dennis Johnson, president. The case is assigned to Judge Frank W. Volk. The Debtor estimated assets of $1 million to $10 million and debts of $500,000 to $1 million. DRUG STORES II: Selling Various Assets for $22,000 -------------------------------------------------- Drug Stores II Limited Liability Company on May 19, 2016, filed a motion asking the U.S. Bankruptcy Court for the District of New Jersey, to approve the sale of certain assets, specifically (i) a 2013 Ford Edge (the "Vehicle"), (ii) Avaya telephone systems (the "Phone Systems"), and (iii) technology equipment consisting of servers, laptops, network switches and similar equipment (the "Tech Equipment") to buyers by private sales. A hearing on the Motion is scheduled for June 14, 2016, at 11:00 a.m. The Honorable Judge Kathryn C. Ferguson is the case judge. In connection with the purchase of Vehicle, the Debtor obtained vehicle financing from Valley National Bank ("VNB"), and VNB has a lien on the Vehicle. The current payoff amount for the VNB loan is approximately $11,000. The Debtor no longer requires the use of the Assets because of the shutdown of its operations. The Debtor seeks authority to sell the Vehicle to International Mortgage Corporation LLC for $15,000, which would result in sufficient sale proceeds to fully satisfy the VNB loan and deliver net proceeds of approximately $4,000 to the Debtor's estate. The Debtor also seeks authority to sell the Phone Systems to Optima Communications Systems, Inc., for $5,200, and the Tech Equipment to Aurobindo Pharma USA for $12,000. Accordingly, the sales of the Assets will allow the Debtor to recognize approximately $22,000 in net proceeds, and at the same time remove over $11,000 of secured debt from the Debtor's books. Despite the Debtor's marketing efforts and communications with interested parties, the Debtor has not been able to locate buyers with higher or better offers than those set forth above by the Buyers. In addition, the Debtor has approached a number of auto dealerships with respect to the Vehicle, but the dealers have required that any sale be part of a trade-in offer for the purchase of a new vehicle. The Debtor's decision to proceed by private sale rather than through an auction is also based on the exercise of the Debtor's sound business judgment. The Debtor has determined that there are no other potential purchasers for the Assets. Drug Stores II, LLC, is represented by: Justin B. Singer Stephen B. Selbst Hanh V. Huynh HERRICK, FEINSTEIN LLP One Gateway Center Newark, New Jersey 07102 Telephone: (973) 274-2000 E-mail: sselbst@herrick.com hhuynh@herrick.com About Drug Stores II East Windsor, New Jersey-based Drug Stores II, Limited Liability Company -- dba Innovo Specialty Compounding Solutions, Innovo Specialty Pharmacy, and Health Shoppe Pharmacy -- filed for Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 16-12198) on Feb. 6, 2016, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Piushbhai Patel, president. Judge Kathryn C. Ferguson presides over the case. Justin B. Singer, Esq., at Herrick Feinstein LLP serves as the bankruptcy counsel. EAST AFRICAN DRILLING: ART Objects to Bid to Dismiss Ch. 11 Case ---------------------------------------------------------------- Assured Risk Transfer LLC and ART FM SPC object to OEJP, LLC's motion seeking dismissal of East African Drilling LTD's Chapter 11 case, asserting that the OEJP cannot meet its burden of proof to show that the Debtor filed this case in bad faith. The Objection states that: "The Debtor owns a valuable drilling rig . . . in the Port of Houston for the purpose of being shipped to Kenya to be deployed in the fulfillment of certain drilling contracts when it was detained and sequestered due to the actions of certain claimants . . . OEJP, Inc., recently purchased these claims. The Debtor filed this bankruptcy proceeding to preserve its going concern interests in the Rig and certain drilling contracts in Kenya . . . The Debtor should be allowed to deploy the Rig so that it can produce income, which will facilitate a reorganization plan. The resolution of the lien dispute should not delay the deployment of the Rig as it is in the best interests of all creditors for the Rig to be working. Because reorganization is possible and because the Debtor filed this case to protect its going concern interests, there are viable bankruptcy reasons for this case to exist." Assured Risk Transfer LLC and ART FM SPC are represented by: Mike Seely, Esq. GARDERE WYNNE SEWELL LLP 1000 Louisiana Street, Suite 2000 Houston, Texas 77005 Telephone: (713) 276-5500 Facsimile: (713) 276-5555 Email: mseely@gardere.com -- and -- Holland Neff O’Neil, Esq. Michael S. Haynes, Esq. GARDERE WYNNE SEWELL LLP 3000 Thanksgiving Tower 1601 Elm Street Dallas, Texas 75201-4761 Telephone: (214) 999-4961 Facsimile: (214) 999-4667 Email: honeil@gardere.com 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. EFTENI INC: Hires Hoffman & Hoffman as Attorney ----------------------------------------------- Efteni, Inc. seeks authorization from the U.S. Bankruptcy Court for the District of New Jersey to employ Hoffman & Hoffman as attorney. The Debtor requires Hoffman & Hoffman to: (a) counsel and advise the Debtor with respect to his rights and obligations as debtor and debtor-in-possession; (b) appear in the Bankruptcy Court on behalf of the Debtor and Debtor-in-Possession when necessary; (c) assist the Debtor in formulating, negotiating and securing confirmation of a plan of reorganization or liquidation; (d) make determinations of the validity and extent of any liens which may be asserted against the assets of the estate; and (e) render any other professional services which they may be called upon to accomplish as attorneys. Hoffman & Hoffman will be paid at these hourly rates: Jeannette A. Hoffman $375 Brian L. Hoffman $350 Gary D. Hoffman $250 Hoffman & Hoffman will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian L. Hoffman, attorney of Hoffman & Hoffman, 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. Hoffman & Hoffman can be reached at: Brian L. Hoffman, Esq. HOFFMAN & HOFFMAN 99 Highway 35 Keyport, NJ 07735 Tel: (732) 264-1956 Fax: (732) 264-1030 E-mail: brian@hoffman-hoffman.net About Efteni Inc. Efteni Inc. sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of New Jersey (Trenton) (Case No. 16-16547) on April 5, 2016. The petition was signed by Suleyman Kilic, president. The case is assigned to Judge Christine M. Gravelle. The Debtor disclosed total assets of $31,000 and total debts of $1.05 million. ELIZABETH NELSON: 9th Cir. Rules on Weinstein Pinson Sanctions -------------------------------------------------------------- Dani Meyer, writing for Law360, reported that an attorney who successfully overturned a sanction against him for his firm's filing of a frivolous adversary complaint in a California woman's bankruptcy needn't publicly report that he's been sanctioned, since such a statement would be factually inaccurate, the Ninth Circuit ruled. A unanimous three-judge panel found that the district court didn't abuse its discretion in finding that Weinstein Pinson & Riley PS filed a frivolous adversary complaint, but determined that the district court erred in requiring William S. Weinstein to publicly report the sanction. The case is, In the Matter of: ELIZABETH BLANCHE NELSON, Debtor, WEINSTEIN, PINSON & RILEY, P.S. and WILLIAM S. WEINSTEIN, Plaintiffs-Appellants, v. ELIZABETH BLANCHE NELSON, Defendant-Appellee, No. 14-56103 (9th Cir.). A copy of the Ninth Circuit's May 26, 2016 decision is available at https://is.gd/MCtdky from Leagle.com. In a December 2013 Memorandum and order by Bankruptcy Judge Scott C. Clarkson -- a copy of which is available at https://is.gd/FFRzX3 from Leagle.com -- Weinstein and WPR were jointly and severally sanctioned the sum of $5,000.00 pursuant to FRBP 9011 for bringing the frivolous proceeding. The Court directed Weinstein to immediately report this sanction to the State Bar of California. WPR served as attorneys for Target National Bank, an unsecured creditor of Nelson. Elizabeth Blanche Nelson filed a chapter 7 petition (Bankr. C.D. Cal. Case No. 6:12-BK-30664-SC). Nelson listed an unsecured debt to Target in the amount of $6,659.00, regarding a credit card account. ELKVIEW RECLAMATION: Seeks to Hire Whiteford as Legal Counsel ------------------------------------------------------------- Elkview Reclamation & Processing LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to hire Whiteford, Taylor and Preston, LLP as its legal counsel. Elkview tapped the firm to: (a) give advice about its powers and duties as a debtor-in- possession; (b) represent the Debtor in defense of any proceeding instituted to reclaim property or to obtain relief from the automatic stay; (c) prepare legal papers; (d) assist the Debtor when it sells its assets; (e) assist the Debtor in preparing its schedules and statement of financial affairs; (f) assist the Debtor in preparing a plan and a disclosure statement; and (g) assist the Debtor in other legal matters, including securities, corporate, real estate, tax, intellectual property, employee relations, general litigation, and bankruptcy legal work. The current hourly rates of the principal attorneys and paralegals proposed to represent the Debtor are: Michael J. Roeschenthaler $575 Daniel Vorsteg $530 Kelly E. McCauley $325 Kathleen McCruden $280 Other attorneys and paralegals will render services to the Debtor if needed. Generally, Whiteford's hourly rates range from $480 to $670 for partners and "of counsel;" $310 to $390 for associates; and $280 for legal assistants and paralegals. Mr. Roeschenthaler, a partner at Whiteford, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Whiteford can be reached through: Michael J. Roeschenthaler Whiteford, Taylor and Preston 500 Grant Street, Suite 2900 Pittsburgh, PA 15219 Email: info@wtplaw.com About Elkview Reclamation Elkview Reclamation & Processing LLC sought protection under Chapter 11 of the Bankruptcy Code in the Southern District of West Virginia (Huntington) (Case No. 16-30250) on May 18, 2016. The petition was signed by Dennis Johnson, president. The case is assigned to Judge Frank W. Volk. The Debtor estimated assets of $1 million to $10 million and debts of $0 to $50,000. EVANS & SUTHERLAND: Shareholders Elect 3 Directors -------------------------------------------------- Evans & Sutherland Computer Corporation held its 2016 annual meeting of shareholders on May 26, 2016, at which the shareholders: (a) elected David H. Bateman, Tim Pierce and William E. Stringham as directors; (b) ratified Tanner LC as the independent registered public accounting firm for 2016; and (c) approved, on a non-binding discretionary basis, the compensation paid to the Company's named executive officers. About Evans & Sutherland Salt Lake City, Utah-based Evans & Sutherland Computer Corporation in conjunction with its wholly owned subsidiary, Spitz Inc., creates innovative digital planetarium systems and cutting-edge, fulldome show content. E&S has developed Digistar 5, the world's leading digital planetarium with fulldome video playback, real- time computer graphics, and a complete 3D digital astronomy package fully integrated into a single theater system. This technology allows audiences to be immersed in full-color, 3D computer-generated interactive worlds. As a full-service system provider, E&S also offers Spitz domes, hybrid planetarium systems integrated with Digistar and a full range of theater systems from audio and lighting to theater automation. E&S markets include planetariums, science centers, themed attraction venues, and premium large-format theaters. E&S products have been installed in over 1,300 theaters worldwide. As of April 1, 2016, Evans & Sutherland had $22.45 million in total assets, $22.83 million in total liabilities and a total stockholders' deficit of $385,000. Evans & Sutherland reported a net loss of $1.27 million on $35.3 million of sales for the year ended Dec. 31, 2015, compared to a net loss of $1.30 million on $26.5 million of sales for the year ended Dec. 31, 2014. EXELIXIS INC: Stockholders Elect 3 Directors -------------------------------------------- Exelixis held its annual meeting of stockholders on May 25, 2016, at which the stockholders: (a) elected Carl B. Feldbaum, Esq., Alan M. Garber, M.D., Ph.D. and Vincent T. Marchesi, M.D., Ph.D. as directors; (b) ratified Ernst & Young LLP as Exelixis' independent registered public accounting firm for the fiscal year ending Dec. 30, 2016; (c) approved an amendment and restatement of the 2000 Purchase Plan; and (d) approved the compensation of Exelixis' named executive officers. Exelixis' Class III directors, Michael M. Morrissey, Ph.D., Stelios Papadopoulos, Ph.D., George A. Scangos, Ph.D. and Lance Willsey, M.D., will each continue to serve on the Board of Directors until the 2017 annual meeting of stockholders and until his successor is elected and qualified, or until his earlier death, resignation or removal. Exelixis' Class I directors, Charles Cohen, Ph.D., George Poste, D.V.M., Ph.D., FRS, and Jack L. Wyszomierski will each continue to serve on the Board of Directors until the 2018 annual meeting of stockholders and until his successor is elected and qualified, or until his earlier death, resignation or removal. The 2000 Employee Stock Purchase Plan was amended to: (i) increase the number of shares of common stock reserved for issuance thereunder by 5,000,000; (ii) provide Exelixis' Board of Directors and the Compensation Committee with the discretion to structure an offering so that if the fair market value of Exelixis' common stock on any purchase date during an offering is less than or equal to the fair market value of Exelixis' common stock on the first day of the offering, then (A) that offering will terminate immediately following the purchase of shares on such purchase date, and (B) the participants in such terminated offering will be automatically enrolled in a new offering that begins immediately after such purchase date; (iii) provide that upon certain changes in Exelixis' capitalization, the purchase price of outstanding purchase rights will be appropriately adjusted; and (iv) revise the definition of "corporate transaction" to include the acquisition of beneficial ownership of Exelixis' securities representing at least 50% of the combined voting power entitled to vote in the election of members of the Board. The purpose of the 2000 Purchase Plan is to provide a means by which Exelixis employees may be given an opportunity to purchase shares of Exelixis common stock through payroll deductions, to assist Exelixis in retaining the services of its employees, to secure and retain the services of new employees and to provide incentives for such persons to exert maximum efforts for Exelixis' success. The rights to purchase common stock granted under the 2000 Purchase Plan are intended to qualify as options issued under an "employee stock purchase plan" as that term is defined in Section 423(b) of the Internal Revenue Code of 1986, as amended. About Exelixis Inc. Headquartered in South San Francisco, California, Exelixis, Inc., develops innovative therapies for cancer and other serious diseases. Through its drug discovery and development activities, Exelixis is building a portfolio of novel compounds that it believes has the potential to be high-quality, differentiated pharmaceutical products. Exelixis reported a net loss of $170 million on $37.2 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $269 million on $25.1 million of total revenues for the year ended Dec. 31, 2014. As of March 31, 2016, the Company had $492.53 million in total assets, $648.48 million in total liabilities and a total stockholders' deficit of $155.95 million. FEDERAL IDENTIFICATION: Selling Assets to PTM for $143K ------------------------------------------------------- Federal Identification Card Co. Inc., on May 17, 2016, filed a motion asking the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to approve the form, manner and notice of bidding procedures; and authorize the sale of assets to PTM Promotional, LLC for $143,000, absent higher and better offers. The Debtor is soliciting serious offers for the assets. The proposed bidding procedures provide that, in order to be considered higher and better than the offer of the Buyer pursuant to Asset Purchase Agreement (the "APA"), competing bids made at the Sale Hearing must exceed the Purchase Price by $25,000. To the extent the Debtor ultimately contracts to sell the assets to a competing bidder, the Debtor recognizes the Buyer as a "stalking horse" and thus agreed to an expense reimbursement in the amount of $40,000 payable to the Buyer at the closing. Any party submitting the bid must agree that its bid will be held and its agreement at its last bid price shall remain open and blinding until the later of the Closing on the Successful Bidder, or July 1, 2016. Federal Identification Card Co. Inc. is represented by: Jennifer C. McEntee, Esq. Albert A. Ciardi, III, Esq. CIARDI CIARDI & ASTIN One Commerce Square 2005 Market St., Suite 3500 Philadelphia, PA 19103 About Federal Identification Card Federal Identification Card Co. Inc. was founded in 1972. The company's line of business includes providing commercial art or graphic design services for advertising agencies, publishers, and other business and industrial users. FUTUREWORLD CORP: Names Unit Chief Operation Officer ---------------------------------------------------- FutureWorld has elected Dr. Bobban Subhadra as the chief technology and operation officer at Bioceutical Sciences, effective June 1, 2016. Dr. Bobban Subhadra core expertise is in drug target discovery and new drug applications for various indications. He works with early-stage biotech companies to develop and commercialize core platform technologies. Dr. Subhadra conducted his doctoral studies in Microbiology and Immunology at School of Medicine, University of New Mexico. After graduating he studied the role of neuroserpin, tissue plasminogen activator, and thyroid hormone in synaptic plasticity and Alzheimer's disease in mouse models. He has published extensively in prestigious journals including Nature, Science, and Neurochemistry International. With his core expertise in immunology and biochemistry and with 10+ years of industry R & D experience, he has developed numerous patented technologies and products for biochemical, biofuel, and pharmaceutical companies. More recently, as the Director of R & D at Quorum Innovations, he developed and commercialized numerous microbiome technologies. Dr. Bobban Subhadra and his team at Bioceutical Sciences will focus on the creation of a potential pharmaceutic drug with multiple technologies incorporated into the drug delivery system such as creating hydrophobic a nanoparticle surrounded by a hydrophilic Nano-capsule similar to what liposomal technology can do but with improved efficiency for cellular integration using specifically formulated antigens and improved systemic coverage when implemented into a system; the focus of the drug in a biological system will be determined with future research but has established theoretical applications such as neuropathic pain, esophagitis, and immune enhancement to name a few. With Dr. Bobban Subhadra leading the scientific endeavor, pre-clinical and clinical trials will be highly optimized and organized testing the hypotheses of each independent variable in the most unbiased fashion. The scope of the drug is multifaceted with focuses in: the method of delivery into biological systems, the percentage of effectiveness, and the explorative concerns regarding the system integration of the drug. With the completion of the method of delivery technology for this current drug, Bioceutical Sciences' primary research team can effectively focus on technology for the drug's application and the drug's future classification. FutureWorld is preparing Bioceutical Sciences for the ensuing spin-off. About Futureworld Corp. Saint Petersburg, Florida-based FutureWorld Corp. (FWDG) is a provider of technologies and solutions to the global cannabis industry. FutureWorld, together with its subsidiaries, is focused on the identification, acquisition, development, and commercialization of cannabis related products and services, like industrial hemp. For the year ended March 31, 2015, the Company reported a net loss of $1.40 million compared to a net loss of $156,319 for the year ended March 31, 2014. As of Dec. 31, 2015, Futureworld had $35.3 million in total assets, $1.68 million in total liabilities and $33.6 million in total stockholders' equity. GOLDEN MARINA: Proposes Financing, Sale of Greenfield Properties ---------------------------------------------------------------- Golden Marina Causeway, LLC, on May 17, 2016, filed a motion asking the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, for an order approving the Schultz Development Group LLC loan and granting Schultz a first priority lien upon the Greenfield Properties to secure repayment of the Loan; authorizing the sale of the Greenfield Properties ; establishing sale procedures, including objection deadlines; approving the form of notice of sale; approving notice procedures; and setting a final hearing on the entry of an order authorizing the loan and the sale of the Greenfield Properties. The Debtor collectively owns two parcels of real estate consisting of approximately 47-acres in downtown Milwaukee (the "Greenfield Properties"). The Debtor filed bankruptcy for two primary purposes: to obtain financing to complete the demolition of buildings on one of the parcels and then to sell both parcels pursuant to the auction procedures commonly used in Chapter 11. The Debtor has reached a Letter of Intent with Schultz that will allow it to obtain the needed financing and to sell the Greenfield Properties. The detailed terms are contained in the Letter of Intent. Schultz will lend the Debtor up to $700,000 in order to fund the demolition and other expenses, contingent on it being the winning bidder at a Sec. 363 sale and approval of a senior-priority lien on the Greenfield Properties. It will act a stalking horse bidder -- with an aggregate bid of $4.35 million -- for the sale of the Greenfield properties. The Debtor will have 30 days from the approval of the Schulz loan to market the property and solicit bids for the Greenfield properties. If there are multiple bids submitted for the Greenfield properties, the Debtor will hold an auction. Following the auction and within 45 days of the presentation of this motion, the Debtor will seek approval of the winning bid from the Court. The Debtor has given seven days' notice of this motion to all creditors, and requests that the court shorten the notice period to seven days. The longer Debtor goes without demolishing its buildings and paying its real estate taxes, the more likely it is that the Greenfield properties will be lost, adversely affecting all of the Debtor's creditors. In particular, the Debtor may be held in contempt by the Wisconsin State court if the demolition work is not completed as soon as possible. Golden Marina Causeway LLC is represented by: Jeffrey K. Paulsen William J. Factor Jeffrey K. Paulsen FACTORLAW 105 W. Madison Street, Suite 1500 Chicago, IL 60602 Tel: (847) 239-7248 Fax: (847) 574-8233 E-mail: wfactor@wfactorlaw.com jpaulsen@wfactorlaw.com About Golden Marina Causeway Golden Marina Causeway LLC, owns two parcels of real estate, located at 302 and 311 East Greenfield Avenue in Milwaukee, Wisconsin. The parcel at 311 E. Greenfield consists of 47 acres and the smaller parcel at 302 E. Greenfield is approximately 1 acre. Lawrence D. Fromelius filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 15-22373) on June 29, 2015. On July 2, 2015, L. Fromelius Investment Properties LLC ("Investment Properties") filed a petition for relief under Chapter 11 of the Bankruptcy Code under Case No. 15-22943, and on Feb. 5, 2016, Golden Marina Causeway LLC filed for relief under Chapter 11, under Case No. 16-03587. Mr. Fromelius is the sole member of Investment Properties. He is also the sale member of East Greenfield Investors LLC, which in turn is the sole member of Golden Marina Causeway LLC. GREAT LAKES COMNET: Fears Admin Insolvency Due to Lack of Funding ----------------------------------------------------------------- Great Lakes Comnet, Inc., and Comlink, L.L.C., submitted a status report with the U.S. Bankruptcy Court and asked the Court to schedule a status conference prior to the date of the sale hearing to discuss the likelihood of administrative insolvency in the absence of additional debtor-in-possession financing. According to the Debtors, if the Sale is approved, certain governmental approvals and consents remain to be obtained and significant expenditures of time and money will need to be made by professionals and others. Pursuant to the Final DIP Order, CoBank, ACB, has no obligation to make further Postpetition Loans as it matured on May 11, 2016, and, as such, the Debtors do not believe they have sufficient cash or credit to get to a closing of the Sale without creating, or substantially increasing likelihood of administratively insolvent estates. In addition, the Debtors reported that CoBank has declined to provide their request for an extension of the DIP Facility and increased funding in amounts -- for $1.1 million additional financing -- in accordance with a Budget that they believe will enable them to get through a closing, by June 10, without increasing the likelihood of or exacerbating, administratively insolvent estates. Instead, CoBank has offered to provide the Debtors with a significantly more modest financing proposal -- in a substantially lesser amount and in the form of an increased carved-out -- subject to additional terms and conditions, and although every dollar helps, CoBank's offer does not alleviate the Debtors' administrative insolvency concerns or the Debtors' ability to pay for goods and services that must be incurred until a sale closes, the Debtors further reported. Meanwhile, CoBank tells the Court that, "While the Debtors assert that the estate may be administratively insolvent, they fail to disclose to the Court that the sole reason for the potential insolvency is that the Debtor and Committee professionals have willfully ignored the DIP Budget and carve-outs approved by this Court. . . The Debtors give the impression that their financial condition is deteriorating, however, the Debtors have outperformed the Budget other than professional fees . . . the Debtors are in a strong cash position and currently have $5 million in cash on hand. Aside from professional fees in excess of the carve out, the Debtors even project cash staying at all times above $2.0 million through June 17." Moreover, CoBank also tells the Court that, "CoBank has and will continue to honor the terms of the DIP facility but. . . it should not be required to fund professional fees in excess of the carve out. Under the current DIP facility the Debtor’s use of cash collateral continues through May 25 and CoBank is willing to extend the use of cash collateral through a closing. . . CoBank has also tried to negotiate a reasonable settlement of the excess professional fees but has been rejected." Great Lakes Comnet, Inc. and Comlink, L.L.C. are represented by: Jonathan S. Green, Esq. Stephen S. LaPlante, Esq. MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. 150 West Jefferson, Suite 2500 Detroit, MI 48226 Telephone: (313) 963-6420 Email: green@millercanfield.com laplante@millercanfield.com Counsel for CoBank, ACB: Christopher P. Schueller, Esq. BUCHANAN INGERSOLL & ROONEY PC One Oxford Centre 301 Grant Street, 20th Floor Pittsburgh, PA 15219 Telephone: (412) 562-8800 Facsimile: (412) 562-1041 Email: christopher.schueller@bipc.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 â€“ to send long distance calls from the network of one telecommunications carrier to the network of another telecommunications carrier. By using the services provided by GLC and WTC, interexchange carriers such as AT&T, are able to exchange interstate long distance calls with local telecommunications service providers, namely, rural Incumbent Local Exchange Carriers and competitive LECs, located throughout Michigan, where the rural ILECs and CLECs operate "end office switches" homing on GLC's tandem switch. Comlink provides data and communication services, including dedicated ultra-high-speed bandwidth data transmission, Ethernet private line services and virtual private network services, cloud-based and colocation data center services, and data management services to Consumers Energy, several hospital systems, municipalities and state correctional facilities. Great Lakes Comnet, Inc. and Comlink, LLC filed Chapter 11 bankruptcy petitions (Bankr. W.D. Mich. Case Nos. 16-00290 and 16-00292, respectively) on Jan. 25, 2016. The petitions were signed by John Summersett as chief executive officer. The Debtors estimated both assets and debts in the range of $10 million to $50 million. The Debtors have engaged Miller Canfield Paddock & Stone PLC as counsel, Alix Partners LLP as restructuring advisors and Kurtzman Carson Consultants, LLC as claims, balloting and noticing agent. GREAT LAKES COMNET: U.S. Trustee Wants Case Converted to Ch. 7 -------------------------------------------------------------- Daniel M. McDermott, U.S. Trustee for Region 9, asks the U.S. Bankruptcy Court to convert Great Lakes Comnet, Inc., et al.'s Chapter 11 bankruptcy proceedings to cases under Chapter 7 of the Bankruptcy Code, or, in the alternative, dismissing these cases, whichever is in the best interests of the estate and its creditors. According to the U.S. Trustee, the Debtors' monthly operating reports show significant losses since the Petition Date. Operating reports for the months of February and March 2016 show total negative net monthly income of $1,601,387, even before the payment of professional fees which is accruing at the rate of approximately $900,000 per month through March. The U.S. Trustee asserts that the proposed sale will not remedy the Debtors' problem because the maximum revenue to the Debtors' estates upon closing of the sale if approved by this Court will only be $852,000, and if the sale closes by mid-June, the estates would experience administrative insolvency, which means that there will be no dividend for unsecured creditors, and also means that the estates will be deprived of the capital necessary to prepare a liquidating plan or otherwise wind-up the estates. Moreover, the U.S. Trustee argues that there is no evidence at this point to suggest that professional fees from April 1 until the sale closing will be any lower than those accrued through March for despite the U.S. Trustee's request, he has not yet received any estimates of April attorney fees for Debtors' counsel and lead counsel for the Official Committee of Unsecured Creditors. The rate at which these administrative expenses are being incurred, together with the Debtors' operating losses, will exacerbate the likelihood of an administrative insolvency, the U.S. Trustee further argues. Daniel M. McDermott, U.S. Trustee for Region 9 is represented by: Michelle M. Wilson, Esq. Trial Attorney OFFICE OF THE UNITED STATES TRUSTEE United States Department of Justice 125 Ottawa NW, Suite 200R Grand Rapids, Michigan 49503 Telephone: (616) 456-2002, ext. 119 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 â€“ to send long distance calls from the network of one telecommunications carrier to the network of another telecommunications carrier. By using the services provided by GLC and WTC, interexchange carriers such as AT&T, are able to exchange interstate long distance calls with local telecommunications service providers, namely, rural Incumbent Local Exchange Carriers and competitive LECs, located throughout Michigan, where the rural ILECs and CLECs operate "end office switches" homing on GLC's tandem switch. Comlink provides data and communication services, including dedicated ultra-high-speed bandwidth data transmission, Ethernet private line services and virtual private network services, cloud-based and colocation data center services, and data management services to Consumers Energy, several hospital systems, municipalities and state correctional facilities. Great Lakes Comnet, Inc. and Comlink, LLC filed Chapter 11 bankruptcy petitions (Bankr. W.D. Mich. Case Nos. 16-00290 and 16-00292, respectively) on Jan. 25, 2016. The petitions were signed by John Summersett as chief executive officer. The Debtors estimated both assets and debts in the range of $10 million to $50 million. The Debtors have engaged Miller Canfield Paddock & Stone PLC as counsel, Alix Partners LLP as restructuring advisors and Kurtzman Carson Consultants, LLC as claims, balloting and noticing agent. GRIZZLY CATTLE: Taps Ryley Carlock as Special Litigation Counsel ---------------------------------------------------------------- Grizzly Cattle, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Colorado to employ Ryley Carlock & Applewhite PC as special litigation counsel. Ryley Carlock will lead in the litigation and negotiation of any contested matters that may arise, including but not limited to: discovery and examinations, avoidance litigation, claims objections, adversary proceedings, motions for relief from stay, motions for appointment of trustee or conversion, and other contested matters. Ryley Carlock and the Debtor's general bankruptcy counsel will ensure that no services would be duplicated and no additional costs incurred by the estate. Ryley Carlock will be paid at these hourly rates: F. Brittin Clayton III $410 Shareholders $400-$490 Associate Attorneys $210-$300 Paralegals $160-$175 Ryley Carlock will also be reimbursed for reasonable out-of-pocket expenses incurred. Ryley Carlock has received an "evergreen" retainer in the amount of $50,000 paid by the Debtor's control person, Dr. Kirk Shiner. F. Brittin Clayton III, attorney at Ryley Carlock, 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. Ryley Carlock can be reached at: F. Brittin Clayton III, Esq. Ryley Carlock & Applewhite PC 1700 Lincoln Street, Suite 3500 Denver, CO 80203 Tel: (303) 863-7500 Fax: (303) 595-3159 About Grizzly Cattle Grizzly Cattle, LLC, based in Johnstown, Colo., sought Chapter 11 protections (Bankr. D. Colo. Case No. 16-12675) on Mar. 24, 2016, and is represented by Robert Padjen, Esq., at Laufer and Padjan LLC. At the time of the filing, the Debtor estimated assets and debts of less than $10 million. The Debtor's chapter 11 petition was signed by Kirk A. Shiner, managing member. HECK INDUSTRIES: Hires Allen & Gooch as Counsel in Coco Lawsuit --------------------------------------------------------------- Heck Industries, Inc. filed an ex parte application to the U.S. Bankruptcy Court for the Middle District of Louisiana to employ Allen & Gooch, A Law Corporation as special counsel, nunc pro tunc to the April 29, 2016 petition date. The Debtor proposes to retain Allen & Gooch as special counsel to the Debtor in connection with the ongoing litigation matter styled Carl Coco, et al v. Heck Industries, Inc., et al Case No.2007-0125, Division A, 12th Judicial District Court, Parish of Avoyelles, State of Louisiana (the "Coco Suit"), during the pendency of this chapter 11 proceeding. Allen & Gooch is appointed by and its services are compensated by The Gray Insurance Company, the commercial general liability and professional liability insurer of the Debtor. Allen & Gooch does not receive compensation from the Debtor and will not be seeking compensation from the Debtor; Allen & Gooch only seeks approval of this Court to represent the Debtor in connection with the matter previously disclosed. Michael E. Parker, partner of Allen & Gooch, 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. Allen & Gooch can be reached at: Michael E. Parker, Esq. Allen & Gooch, A Law Corporation P.O. Box 81129 Lafayette, LA 70598-1129 Tel: (337) 291-1000 Fax: (337) 291-1200 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 Telephone: 225-751-1751 Fax: 225-751-1998 E-mail: nmelancon@steffeslaw.com HECK INDUSTRIES: Hires Kaster & Cop as Special Counsel ------------------------------------------------------ Heck Industries, Inc. filed an ex parte application to the U.S. Bankruptcy Court for the Middle District of Louisiana to employ Kaster & Cop, LLC as special counsel, nunc pro tunc to the April 29, 2016 petition date. Kaster & Cop will serve as special counsel to the Debtor in connection with any collection matters and construction and/or contract disputes that may arise during the pendency of the chapter 11 proceeding. Kaster & Cop will be paid at these hourly rates: Teresa D. Cop $200 Craig L. Kaster $200 Kaster & Cop will also be reimbursed for reasonable out-of-pocket expenses incurred. Teresa D. Cop, partner of Kaster & Cop, 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. Kaster & Cop can be reached at: Teresa D. Cop, Esq. KASTER & COP, LLC P.O. Box 815 Zachary, LA 70791-0815 Tel: (225) 658-5450 Fax: (225) 658-5452 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 HFIG OLD BRIDGE 2: Selling Assets to Rams for $181K --------------------------------------------------- HFIG Old Bridge 2 LLC, also known as Club Metro Shoppes, filed a motion asking the U.S. Bankruptcy Court for the District of New Jersey for the entry of an order authorizing the sale of assets and bid procedures. The Debtor wants to sell its assets to Rams Fitness Consultants, Inc., free and clear of liens, with valid liens, claims and encumbrances to attach to the proceeds of sale. RFCI has offered to buy the Debtor's assets including the Debtor's interest in the equipment all intangibles and good will. The total purchase price for the transaction is $181,307 consisting of $95,000 to the estate, $51,929 to satisfy the Firestone lien and $34,378 for the May 2016 rent for the premises. Old Bridge Holdings LLC (which leases property to the Debtor) and secured creditor Firestone Financial LLC have consented to the proposed transaction. RFCI believes it has a separate agreement with OBH for occupancy at the Highway 9 Facility. If that agreement does not get finalized prior to the entry of an order approving this proposed sale, RFCI may renounce and withdraw its agreement to purchase their assets. About HFIG Entities HFIG Old Bridge 2 LLC operates a franchised Club Metro Health Club/Gym Facility at the Highway 9 Facility in Old Bridge, New Jersey. HFIG Old Bridge 2 LLC filed a Chapter 11 petition (Bankr. D.N.J. Case No. 16-10564) on Jan. 13, 2016. Related entities HFIG Freehold, LLC aka Club Metro Freehold, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 15-33591) on Dec. 18, 2015, and HFIG Old Bridge LLC filed a separate Chapter 11 petition (Bankr. D.N.J. Case No. 16-10572) also on Jan. 13, 2016. HFIG Old Bridge 2's attorney: David S. Catuogno, Esq. LECLAIR RYAN 1037 Raymond Boulevard Sixteenth Floor Newark, NJ 07102 Tel: (973) 491-3600 HORSEHEAD HOLDING: Ch. 11 Plan Disclosures Called A 'Waste' ----------------------------------------------------------- Matt Chiappardi, writing for Bankruptcy Law360, reported that Horsehead Holding Corp.'s official committees of equity holders and unsecured creditors launched a double-barreled attack on the Company's Chapter 11 plan disclosure statement, arguing it is so inadequate and misleading that going ahead would be a "waste" of time and money. In objections before the Delaware bankruptcy court, both committees argued that Horsehead's disclosure statement is full of so many holes, particularly over the company's value, that it doesn't give creditors enough information about the Chapter 11 plan they’d be voting on. 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 totalled approximately $420.7 million. Andrew Vara, acting U.S. trustee for Region 3, appointed seven creditors of Horsehead Holding Corp. to serve on the official committee of unsecured creditors. Lowenstein Sandler LLP serves as counsel to the Committee, while Drinker Biddle & Reath LLP serves as co-counsel. The Unsecured Creditors Committee is represented by: Kenneth A. Rosen, Esq. Bruce Buechler, Esq. Philip J. Gross, Esq. LOWENSTEIN SANDLER LLP 65 Livingston Avenue Roseland, NJ 07068 Telephone: (973)597-2500 Facsimile: (973)597-6247 E-mail: krosen@lowenstein.com bbuechler@lowenstein.com pgross@lowenstein.com The U.S. Trustee's office appointed Aquamarine Capital and six others to serve on Horsehead Holding Corp.'s committee of equity security holders. The Equity Committee is represented by: Mark D. Collins, Esq. Robert J. Stearn, Jr., Esq. Russell C. Silberglied, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Telephone: (302) 651-7700 Email: collins@rlf.com stearn@rlf.com silberglied@rlf.com - and - Ancela R. Nastasi, Esq. William S. Katchen, Esq. Moshie Solomon, Esq. Marshall E. Tracht, Esq. NASTASI PARTNERS 77 Water Street, 8th Floor New York, New York 10005 Telephone: (212) 744-5800 Email: ancela@nastasipartners.com bill@nastasipartners.com moshie@nastasipartners.com marshall@nastasipartners.com INTREPID POTASH: May Issue 4 Million Shares Under Incentive Plan ---------------------------------------------------------------- Intrepid Potash, Inc. filed with the Securities and Exchange Commission a Form S-8 registration statement to register 4,004,647 shares of common stock of the Company issuable under the Amended and Restated Equity Incentive Plan. A copy of the regulatory filing is available for free at https://is.gd/JI4pAy About Intrepid Intrepid Potash, Inc., is the only producer of potash in the United States and is one of two producers of langbeinite, which it markets and sells as Trio(R). The Company also produces salt and magnesium chloride from its potash mining processes. As of March 31, 2016, Intrepid had $627.37 million in total assets, $218.36 million in total liabilities and $409 million in total stockholders' equity. Intrepid Potash reported a net loss of $524.77 million in 2015 following net income of $9.76 million in 2014. KPMG LLP, in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company anticipates that due to current market conditions, it may not meet their current debt covenant requirements in 2016, which could result in the acceleration of debt maturities and other remedies pursuant to the terms of the debt. These matters raise substantial doubt about the Company's ability to continue as a going concern. INTREPID POTASH: Stockholders Elect Two Directors ------------------------------------------------- Intrepid Potash, Inc. held its 2016 annual meeting of stockholders on May 24, 2016, at which the stockholders: (1) elected Landis J. Martin and Barth E. Whitham as directors; (2) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2016; (3) approved, on an advisory basis, the Company's executive compensation; (4) approved an amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100 million to 400 million; (5) approved an amendment to the Company's Restated Certificate of Incorporation to effect a reverse stock split of the shares of the Company's common stock at a ratio of 1-for-5, 1-for-10, 1-for-15, 1-for-20 or 1-for-25, with the exact ratio and effective time of the reverse stock split to be determined by the Company's Board of Directors in its sole discretion; (6) approved the Company's Amended and Restated Short-Term Incentive Plan; and (7) approved the Company's Amended and Restated Equity Incentive Plan. The STIP is designed to provide annual incentives to the Company's executive officers and other key employees to achieve pre-established, objective performance goals. The Company sought stockholder approval of the STIP to permit certain awards paid to executive officers to qualify as performance-based compensation for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended. The EIP is designed to provide long-term equity incentives to attract, retain, and motivate eligible employees, directors, and consultants and to align their interests with those of the COmpany's stockholders. The EIP is designed with the flexibility to award restricted stock, restricted stock units, performance awards, incentive stock options, non-qualified stock options, stock appreciation rights, cash-based awards, and other stock-based awards to eligible individuals. The EIP includes the following changes as compared to its previous version: * Approved an additional 4,004,647 new shares of common stock available for grant under the EIP, which when added to the shares available for grant as of Dec. 31, 2015, authorizes a total of 7,060,000 shares of common stock available for grant under the EIP, less awards made after Dec. 31, 2015, and counted at the new fungible ratio. * Adopted a "fungible" share design, where each share subject to an award of options or stock appreciation rights counts against the share authorization as one share and where each share subject to an award other than an option or stock appreciation right counts against the share authorization as 1.7 shares. * Added a one-year minimum vesting provision applicable to full value awards (awards other than options or stock appreciation rights), subject to limited exceptions as described in the EIP. * Eliminated liberal share recycling on options and stock appreciation rights, so that shares tendered or withheld to pay for taxes on these awards or to pay an option exercise price will not be added to the shares available for grant. * Added an individual award limit for awards to nonemployee directors (which limits both cash and equity) and modified certain other individual award limits. * Extended the duration of the EIP to May 24, 2026. * Made certain other administrative changes. About Intrepid Intrepid Potash, Inc., is the only producer of potash in the United States and is one of two producers of langbeinite, which it markets and sells as Trio(R). The Company also produces salt and magnesium chloride from its potash mining processes. As of March 31, 2016, Intrepid had $627.37 million in total assets, $218.36 million in total liabilities and $409 million in total stockholders' equity. Intrepid Potash reported a net loss of $524.77 million in 2015 following net income of $9.76 million in 2014. KPMG LLP, in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company anticipates that due to current market conditions, it may not meet their current debt covenant requirements in 2016, which could result in the acceleration of debt maturities and other remedies pursuant to the terms of the debt. These matters raise substantial doubt about the Company's ability to continue as a going concern. JOHN VITALICH: Court Refuses to Impose Stay on Seaside Property ---------------------------------------------------------------- Judge Beth Labson Freeman of the United States District Court for the Northern District of California, San Jose Division, denied John Vitalich's motion for a stay of the bankruptcy court's order, which held that the automatic stay has expired with respect to a parcel of real property located in Seaside, California. Vitalich filed the emergency motion for stay on May 14, 2016, months after filing an appeal from the bankruptcy court's order, seeking to prevent BNY Mellon from going forward with a May 23, 2016 foreclosure sale of the Seaside property. The case is JOHN VITALICH, Appellant, v. THE BANK OF NEW YORK MELLON, fka BANK OF NEW YORK, Appellee, Case No. 16-cv-00420-BLF (N.D. Cal.). A full-text copy of Judge Freeman's May 20, 2016 order is available at https://is.gd/12U3GC from Leagle.com. The Bank of New York Mellon, fka Bank of New York, as Trustee, is represented by: Jeffrey N Williams, Esq. WARGO FRENCH LLP 1888 Century Park East, Suite 1520 Los Angeles, CA 90067 Tel: (310)853-6300 Fax: (310)853-6333 Email: jwilliams@wargofrench.com -- and -- Javonne Michelle Phillips, Esq. Kelly Marie Raftery, Esq. MCCARTHY & HOLTHUS 1770 Fourth Avenue San Diego, CA 92101 Tel: (877)369-6122 Fax: (619)685-4811 KEMET CORP: Files 2015 Conflict Minerals Report ----------------------------------------------- KEMET manufactures capacitors with different dielectrics and electrical termination configurations. These materials and configurations define the capacitor product categories. The dielectrics are tantalum, ceramic, film, aluminum, paper and electrolytic. The electrical termination configurations include surface mount capacitors, which are attached directly to the circuit board without lead wires, and non-surface mount capacitors. Non-surface mount capacitors include capacitors that are attached to the circuit board using lead wires, chassis mounts, or other pin through-hole board mounts such as screw terminal or snap-in. Additionally, KEMET manufactures non capacitor electronic products which include: * Inductors * Electrical Coils * Electrical Chokes * Electrical Magnetic Transformers * Electrical Filters * Electronic Control Boards KEMET has concluded in good faith that during 2015: 1. KEMET manufactured or contracted to manufacture products as to which conflict minerals are necessary to the functionality or production; 2. Tantalum material was sourced either directly through the Company's Closed Pipe Supply Chain or through external third party suppliers. All tungsten, tin and gold material was sourced from external third party suppliers; and 3. Based on a reasonable country of origin inquiry, KEMET knew or had reason to believe that a portion of its necessary conflict minerals originated or may have originated in the Democratic Republic of the Congo or an adjoining country as defined in the Rule, and knew or had reason to believe that those necessary conflict minerals may not be from recycle or scrap sources. The results of our reasonable country of origin inquiry conducted on these conflict minerals were as follows: * For tantalum, tin, and gold, KEMET determined a portion of the material came from recycle or scrap material. * For tantalum, not from recycle or scrap, the Company determined the country of origin for all materials and confirmed that the country of origin included a Covered Country. * For tin, despite diligent efforts the Company was not able to determine the country of origin for all materials but did confirm the country of origin included a Covered Country. * For gold, despite diligent efforts the Company was not able to determine the country of origin for all materials. For those materials where the country of origin was determined, the origins did not include, and KEMET has no reason to believe they were sourced from, a Covered Country. * For tungsten, the Company was not required to determine the country of origin or otherwise provide information related to tungsten because all tungsten necessary to the functionality or production of KEMET's products was acquired in 2011 and considered to be "outside the supply chain" (or fully smelted). In accordance with Rule 13p-1 under the Securities Exchange Act of 1934, KEMET has filed a Conflict Minerals Report, a copy of which is available for free at https://is.gd/FZR2zc About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." KEMET reported a net loss of $53.6 million on $735 million of net sales for the fiscal year ended March 31, 2016, compared to a net loss of $14.1 million on $823 million of net sales for the fiscal year ended March 31, 2015. * * * As reported by the TCR on March 26, 2013, Moody's Investors Service downgraded KEMET Corp.'s Corporate Family Rating to 'Caa1' from 'B2' and the Probability of Default Rating to 'Caa1-PD' from 'B2- PD' based on Moody's expectation that KEMET's liquidity will be pressured by maturing liabilities and negative free cash flow due to the interest burden and continued operating losses at the Film and Electrolytic segment. As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on KEMET to 'B-' from 'B+'. "The downgrade is based on continued top-line and margin pressures and lagging results from the restructuring of the Film & Electrolytic [F&E] business, which combined with cyclical weak end-market demand, has resulted in sustained, elevated leverage well in excess of 5x, persistent negative FOCF, and diminishing liquidity," said Standard & Poor's credit analyst Alfred Bonfantini. The TCR reported in August 2014 that S&P revised its outlook on KEMET to 'stable' from 'negative'. S&P affirmed the ratings, including the 'B-' corporate credit rating. LINC USA GP: Appoints KCC as Notice and Claims Agent ---------------------------------------------------- Linc USA GP, et al., seek permission from the Bankruptcy Court to employ Kurtzman Carson Consultants LLC as their notice, claims and balloting agent effective nunc pro tunc to the Petition Date, to, among other things, (i) serve as the noticing agent to mail notices to the estates' creditors and parties-in-interest; (ii) provide computerized claims, objection, soliciting, and balloting database services; and (iii) provide expertise, consultation, and assistance in claim and ballot processing and other administrative services with respect to the Debtors' bankruptcy cases, pursuant to the provisions of the Services Agreement. Although the Debtors have not yet filed their schedules of assets and liabilities, they anticipate that there will be thousands of persons and entities to be noticed and that many of these parties will file claims. In view of the number of anticipated claimants and the complexity of the Debtors' businesses, the Debtors assert that the appointment of a claims and noticing agent will provide the most effective and efficient means of, and relieve them and the Clerk's Office of the administrative burden of noticing, administering claims, and soliciting and tabulating votes. The fees to be charged by KCC in connection with these Chapter 11 cases are set forth in the Services Agreement. To the best of the Debtors' knowledge, KCC neither holds nor represents any interest materially adverse to the Debtors' estates in connection with any matter on which it would be employed and that it is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Linc USA Linc USA GP and its subsidiaries operate an independent oil and gas exploration and production business with a primary focus on conventional onshore and shallow state water properties along the Gulf Coast of Texas and properties in the Powder River Basin of Wyoming. The Debtors, through their majority owned subsidiary, Renaissance Umiat, LLC (which is not a Debtor), also own oil and gas properties in the Umiat field on Alaska's North Slope. The Debtors are ultimately owned by Linc Energy Ltd., an Australian corporation established in the year 2000, shares of which were listed on the Singapore Stock Exchange. Linc Energy Ltd. entered into voluntary administration in Australia on April 15, 2016. On May 29, 2016, each of Linc USA GP, Linc Energy Finance (USA), Inc., Linc Energy Operations, Inc., Linc Energy Resources, Inc., Linc Gulf Coast Petroleum, Inc., Linc Energy Petroleum (Wyoming), Inc., Paen Insula Holdings, LLC, Diasu Holdings, LLC, Diasu Oil & Gas Company, Inc., Linc Alaska Resources, LLC and Linc Energy Petroleum (Louisiana), LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. The Debtors estimated assets in the range of $50 million to $100 million and debts of up to $500 million. As of the Petition Date, the Debtors estimate that they owed approximately $5.8 million to their vendors. Bracewell LLP serves as the Debtors' counsel. Kurtzman Carson Consultants LLC acts as the Debtors' notice, claims and balloting agent. The cases are pending joint administration before David R Jones. LINC USA GP: Asks Court to Approve $10 Million DIP Financing ------------------------------------------------------------ Linc USA GP, et al., seek authority from the Bankruptcy Court to obtain debtor-in-possession financing pursuant to a DIP Credit Agreement with Cantor Fitzgerald Securities as administrative agent to the lenders, which consist of various lenders under the First Lien Indenture. The Debtors also seek permission to use cash collateral of their secured noteholders. The DIP Documents provide for a term loan in an aggregate principal amount of up to $10 million, with an initial draw of up to $3 million, for working capital purposes during the pendency of these bankruptcy cases. Interest will accrue at a cash rate of LIBOR + 9% and a PIK rate of 3% with LIBOR to be no lower than 1%. Interest during the continuance of an Event of Default will accrue at a rate that is 2% above the non-default interest rate. The DIP Agent and DIP Lenders will have an allowed superpriority claim for those amounts under Sections 364(c)(1) and 503(b) of the Bankruptcy Code with priority over all other expenses of the kind specified in sections 503(b), 506(c), 507(b) and 726(b) of the Bankruptcy Code, subject only to the Carve-Out. "If the Debtors are unable to gain access to the DIP Facility and the Cash Collateral, the proposed path to a successful reorganization would be blocked and the Debtors' value as a whole could be materially and perhaps irreparably harmed. The Debtors have no significant unencumbered cash or other assets," said Jason G. Cohen, Esq., at Bracewell LLP, counsel for the Debtors. "Absent the liquidity provided by the DIP Financing and use of Cash Collateral, the Debtors would, among other things, be unable to pay vendors and suppliers resulting in a cessation of their business operations." About Linc USA Linc USA GP and its subsidiaries operate an independent oil and gas exploration and production business with a primary focus on conventional onshore and shallow state water properties along the Gulf Coast of Texas and properties in the Powder River Basin of Wyoming. The Debtors, through their majority owned subsidiary, Renaissance Umiat, LLC (which is not a Debtor), also own oil and gas properties in the Umiat field on Alaska's North Slope. The Debtors are ultimately owned by Linc Energy Ltd., an Australian corporation established in the year 2000, shares of which were listed on the Singapore Stock Exchange. Linc Energy Ltd. entered into voluntary administration in Australia on April 15, 2016. On May 29, 2016, each of Linc USA GP, Linc Energy Finance (USA), Inc., Linc Energy Operations, Inc., Linc Energy Resources, Inc., Linc Gulf Coast Petroleum, Inc., Linc Energy Petroleum (Wyoming), Inc., Paen Insula Holdings, LLC, Diasu Holdings, LLC, Diasu Oil & Gas Company, Inc., Linc Alaska Resources, LLC and Linc Energy Petroleum (Louisiana), LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. The Debtors estimated assets in the range of $50 million to $100 million and debts of up to $500 million. As of the Petition Date, the Debtors estimate that they owed approximately $5.8 million to their vendors. Bracewell LLP serves as the Debtors' counsel. Kurtzman Carson Consultants LLC acts as the Debtors' notice, claims and balloting agent. The cases are pending joint administration before David R Jones. LINC USA GP: Files for Chapter 11 Bankruptcy to Pursue Sale ----------------------------------------------------------- Linc USA GP and 10 of its subsidiaries sought creditor protection in the U.S. Bankruptcy Court for the Southern District of Texas on May 29, 2016, to further an orderly sale process within the Chapter 11 proceedings. The bankruptcy filing came more than a month after the Debtors' ultimate parent, Linc Energy Ltd., entered into voluntary administration in Australia. With no other options and facing a May 30, 2016, expiration of the grace period related to their missed April 30, 2016, interest payments of $6,000,000 on the Debtors' First Lien Notes, and $18,000,000 on the Debtors' Second Lien Notes, the Debtors said they filed these Chapter 11 cases in order to preserve the value of businesses and potential value to unsecured creditors. "The precipitous decline in oil prices has hurt all producers, but has been particularly devastating to the Debtors because of the monies expended conducting an aggressive drilling program on their Gulf Coast properties prior to 2015, drilling 21 wells in 2012, 33 wells in 2013, and 12 wells in 2014," said Jude Rolfes, vice president - corporate development for the Debtors. Beginning in 2012, the Debtors set out on an aggressive drilling program related to their Gulf Coast and Alaskan properties. The Debtors said they made sizeable expenditures in pursuit of that program, and as a result their cash position was especially vulnerable to the recent decline in oil prices. According to Mr. Rolfes, as the price of oil began its decline in late 2014, the Debtors actively adjusted their priorities to better withstand the downturn. First, the Debtors discontinued their drilling program and initiated a low capital expenditure program by which they sought to minimize capital expenditures by selecting well reworks, well recompletions and new well drilling based on a rigorous economic analysis. Second, the Debtors set out to improve operating efficiencies, which resulted in a 44% reduction in lease operating expenses and a total operating cost below $30.00/net barrel of oil equivalent. However, he noted, as 2015 progressed, the decline in oil prices continued, with the WTI benchmark price dropping from approximately $93 a barrel as of Sept. 15, 2014, to below $35 a barrel as of March 1, 2016. Mr. Rolfes related the Debtors entered into negotiations with their lenders to reach an agreed restructuring and recapitalization. Unfortunately, the Debtors were not able to effectuate a reorganization outside of Chapter 11. An ad hoc group of holders of over 75% of the value of the Debtors' First Lien Notes has agreed to support the Debtors' use of cash collateral and debtor-in-possession financing in furtherance of a liquidating Chapter 11 proceeding. Contemporaneously with the petitions, the Debtors filed first day motions seeking authority to, among other things, use existing cash management system, prohibit utility providers from discontinuing services, pay employee obligations, obtain postpetition financing and use cash collateral. About Linc USA Linc USA GP and its subsidiaries operate an independent oil and gas exploration and production business with a primary focus on conventional onshore and shallow state water properties along the Gulf Coast of Texas and properties in the Powder River Basin of Wyoming. The Debtors, through their majority owned subsidiary, Renaissance Umiat, LLC (which is not a Debtor), also own oil and gas properties in the Umiat field on Alaska's North Slope. The Debtors are ultimately owned by Linc Energy Ltd., an Australian corporation established in the year 2000, shares of which were listed on the Singapore Stock Exchange. Linc Energy Ltd. entered into voluntary administration in Australia on April 15, 2016. On May 29, 2016, each of Linc USA GP, Linc Energy Finance (USA), Inc., Linc Energy Operations, Inc., Linc Energy Resources, Inc., Linc Gulf Coast Petroleum, Inc., Linc Energy Petroleum (Wyoming), Inc., Paen Insula Holdings, LLC, Diasu Holdings, LLC, Diasu Oil & Gas Company, Inc., Linc Alaska Resources, LLC and Linc Energy Petroleum (Louisiana), LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. The Debtors estimated assets in the range of $50 million to $100 million and debts of up to $500 million. As of the Petition Date, the Debtors estimate that they owed approximately $5.8 million to their vendors. Linc USA GP and Linc Energy Finance (USA), Inc. are issuers of two indentures, with an aggregate principal amount of $408,550,000 currently outstanding. Bracewell LLP serves as the Debtors' counsel. Kurtzman Carson Consultants LLC acts as the Debtors' notice, claims and balloting agent. The cases are pending joint administration before David R Jones. LINC USA GP: Seeks Joint Administration of Cases ------------------------------------------------ Linc USA GP, et al., asked the Bankruptcy Court to enter an order directing joint administration of their Chapter 11 cases for procedural purposes only. Specifically, the Debtors request that the Court maintain one file and one docket for all of their Chapter 11 cases under the case of Linc USA GP, Case No. 16-32689. The Debtors anticipate that during the course of these cases, it will be necessary to file numerous motions and applications, as well as other pleadings and documents. The Debtors assert that joint administration of their Chapter 11 cases is in the best interests of their estates, creditors, and other parties-in-interest and will further the interests of judicial economy and administrative expediency by, among other things, obviating the need to: (i) file duplicate motions, (ii) enter duplicate orders, and (iii) forward unnecessary, duplicate notices and other documents to creditors and other parties-in-interest, which actions would cause the Debtors' estates to incur unnecessary costs and expenses. About Linc USA Linc USA GP and its subsidiaries operate an independent oil and gas exploration and production business with a primary focus on conventional onshore and shallow state water properties along the Gulf Coast of Texas and properties in the Powder River Basin of Wyoming. The Debtors, through their majority owned subsidiary, Renaissance Umiat, LLC (which is not a Debtor), also own oil and gas properties in the Umiat field on Alaska's North Slope. The Debtors are ultimately owned by Linc Energy Ltd., an Australian corporation established in the year 2000, shares of which were listed on the Singapore Stock Exchange. Linc Energy Ltd. entered into voluntary administration in Australia on April 15, 2016. On May 29, 2016, each of Linc USA GP, Linc Energy Finance (USA), Inc., Linc Energy Operations, Inc., Linc Energy Resources, Inc., Linc Gulf Coast Petroleum, Inc., Linc Energy Petroleum (Wyoming), Inc., Paen Insula Holdings, LLC, Diasu Holdings, LLC, Diasu Oil & Gas Company, Inc., Linc Alaska Resources, LLC and Linc Energy Petroleum (Louisiana), LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. The Debtors estimated assets in the range of $50 million to $100 million and debts of up to $500 million. As of the Petition Date, the Debtors estimate that they owed approximately $5.8 million to their vendors. Bracewell LLP serves as the Debtors' counsel. Kurtzman Carson Consultants LLC acts as the Debtors' notice, claims and balloting agent. The cases are pending joint administration before David R Jones. LITTLE KENTUCKY ELK: Seeks to Hire Whiteford as Legal Counsel ------------------------------------------------------------- The Little Kentucky Elk, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to hire Whiteford, Taylor and Preston, LLP as its legal counsel. Little Kentucky tapped the firm to: (a) give advice about its powers and duties as a debtor-in- possession; (b) represent the Debtor in defense of any proceeding instituted to reclaim property or to obtain relief from the automatic stay; (c) prepare legal papers; (d) assist the Debtor when it sells its assets; (e) assist the Debtor in preparing its schedules and statement of financial affairs; (f) assist the Debtor in preparing a plan and a disclosure statement; and (g) assist the Debtor in other legal matters, including securities, corporate, real estate, tax, intellectual property, employee relations, general litigation, and bankruptcy legal work. The current hourly rates of the principal attorneys and paralegals proposed to represent the Debtor are: Michael J. Roeschenthaler $575 Daniel Vorsteg $530 Kelly E. McCauley $325 Kathleen McCruden $280 Other attorneys and paralegals will render services to the Debtor if needed. Generally, Whiteford's hourly rates range from: -- $480 to $670 for partners and "of counsel"; -- $310 to $390 for associates; and -- $280 for legal assistants and paralegals. Mr. Roeschenthaler, a partner at Whiteford, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Whiteford can be reached through: Michael J. Roeschenthaler, Esq. Whiteford, Taylor and Preston 500 Grant Street, Suite 2900 Pittsburgh, PA 15219 Email: info@wtplaw.com About Little Kentucky Elk The Little Kentucky Elk, LLC sought protection under Chapter 11 of the Bankruptcy Code in the Southern District of West Virginia (Huntington) (Case No. 16-30251) on May 18, 2016. The petition was signed by Dennis Johnson, president. The case is assigned to Judge Frank W. Volk. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. LUCKY SOIL: Ch.11 Trustee Seeks to Hire Greenberg as Broker ----------------------------------------------------------- Lucky Soil Investment LLC's Chapter 11 trustee seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Greenberg & Company. Ronald Sommers, the bankruptcy trustee, tapped the firm to market and broker the sale of the Debtor's real property located at 7171 Harwin Drive, Houston, Texas. Greenberg will also serve as manager of the property. Greenberg's requested compensation for its services includes a 6% commission assessed on the gross purchase price for the sale of the property. For property management, the firm's requested compensation is the greater of $1,000 per month or 5% of the base monthly rents. Greenberg also requests as a service fee 10% of the total cost of each repair, maintenance, alteration, or redecoration. Its service fee, however, will not exceed $1,000 on a per incident basis unless approved by the trustee. David Greenberg, a principal at Greenberg, disclosed in a court filing that he and his firm do not hold or represent an interest materially adverse to the Debtor's estate or its creditors. Greenberg's contact information is: David Greenberg Greenberg & Company 5959 Richmond, Suite 440 Houston, TX 77057 Tel: (713) 778-0900 Fax: (713) 782-7445 About Lucky Soil Investment Lucky Soil Investment LLC sought protection under Chapter 11 of the Bankruptcy Code in the Southern District of Texas (Houston) (Case No. 16-31756) on April 4, 2016. The petition was signed by Cathy Nguyen, managing director. The Debtor is represented by John Robert Brown, Jr., Esq., at Gamal Dang & Associates. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. M.A. CHRISMAN TRUCKING: Seeks to Hire Richard Banks as Counsel -------------------------------------------------------------- M.A. Chrisman Trucking Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to hire Richard Banks & Associates P.C. as its legal counsel. The services will be primarily provided by Richard Banks, Esq. His hourly rate is $300. The Debtor will tap other attorneys of the firm if necessary. Richard Banks & Associates has no potential conflicts of interest with anyone, according to court filings. The firm can be reached through: Richard L. Banks Rebble S. Johnson R. Bradley Banks Richard Banks & Associates P.C. 393 Broad Street NW PO. Box 1515 Cleveland, TN 37364 Phone: (423) 479-4188 Fax: (423) 478-1175 Email: amiles@rbankslawfirm.com About M.A. Chrisman M.A. Chrisman Trucking Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 16-11790) on May 4, 2016. MAGNESIUM CORP: Renco Group Sues Bondholders Over $211M Judgment ---------------------------------------------------------------- Jonathan Randles, writing for Bankruptcy Law360, reported that business magnate Ira Rennert's Renco Group Inc. filed a lawsuit on May 27 in New York that seeks to thwart bondholders' ability to collect on a $211 million judgment over allegations that Rennert and his investment holding firm helped drive the company's magnesium production unit MagCorp into bankruptcy. The lawsuit represents a new front in Rennert's fight with MagCorp bondholders. As reported by the Troubled Company Reporter in August 2015, citing a Wall Street Journal report, Judge Alison Nathan of the U.S. Bankruptcy Court in Manhattan upheld a multimillion-dollar judgment against Rennert and Renco Group related to allegations that he siphoned money from the Renco subsidiary. According to the report, Judge Nathan did eliminate $1 million in punitive damages with her ruling, while upholding a $101 million judgment against Renco Group and $16.2 million against Mr. Rennert personally, as set by a jury earlier this year. Additionally, she declined to raise the amount of prejudgment interest on the award to 9%, as was requested by the bankruptcy trustee that brought the case, the Journal said. Judge Nathan previously set a rate at 6% a year in noncompounding interest dating back to 2001. Jurors in New York have found that Mr. Rennert plundered Magnesium Corp. of America to pay for personal luxuries, including a Hamptons mansion that's one of the world's biggest private homes. The Manhattan federal court ordered Mr. Rennert and his Renco Group to pay $118 million in damages. The case is Magnesium Corporation of America et al v. The Renco Group, Inc. et al., Case No. 1:13-cv-07948 (S.D.N.Y.). About MagCorp Magnesium Corporation of America, a unit of Renco Group Inc., was the largest single producer of magnesium in the United States. The Company filed for chapter 11 protection (Bankr. S.D.N.Y. Case No. 01-14312) on Aug. 2, 2001. The Debtors sold substantially all of their assets to U.S. Magnesium, LLC, in a Sec. 363 asset sale transaction. Judge Robert Gerber ordered the case converted to a chapter 7 liquidation on Sept. 24, 2003. When the Company filed for Chapter 11 protection from its creditors, it listed debts and assets of more than $100 million. MAGNETATION LLC: Wants Plan Filing Period Extended to July 29 ------------------------------------------------------------- Magnetation LLC, et al., ask the U.S Bankruptcy Court for the District of Minnesota to extend by 60 days each (i) the exclusive period for the Debtors to file a Chapter 11 plan, from May 30, 2016, to July 29, 2016, and (ii) the exclusive period for the Debtors to solicit acceptances thereof, from July 29, 2016, to Sept. 27, 2016. The Court will hold a hearing on the request at 1:00 p.m. (prevailing Central Time) on June 21, 2016. Specifically, an extension of the Debtors' Exclusive Periods is required to enable the Debtors, among other things, to: (a) continue to refine their business model to deliver both a more efficient cost structure and future revenue growth so that the Debtors' business can continue to compete effectively in the iron ore industry; (b) further implement specific restructuring initiatives; (c) defend AK Steel's appeal of the AK Steel Assumption court order; (d) complete the analysis of the Debtors' executory contracts and leases; (e) secure adequate liquidity upon emergence from Chapter 11 or negotiate a sale of substantially all of the Debtors' assets; (f) finalize the emergence costs and continue negotiating with counterparties regarding costs; (g) determine the necessary disputed claims reserve; and (h) further develop support for a plan of reorganization or sale process reflecting the initiatives and others that are underway. In the weeks leading up to the Petition Date, the Debtors sought to secure a commitment for postpetition financing on the best possible terms available. In consultation with their advisors, the Debtors determined that the offer by certain holders of the Debtors' 11.0% senior secured notes due 2018 represented the best source of financing under the circumstances. As a condition to the Ad Hoc Committee's providing postpetition financing, the Ad Hoc Committee required that the Debtors agree to the principal terms of a plan of reorganization and post-reorganization capital structure. The Debtors were party to a restructuring support agreement with holders of over 78% of the Senior Secured Notes and consented to by Magnetation Inc., pursuant to which the parties memorialized their support of the Plan Term Sheet subject to the terms. The Debtors filed the Debtors' Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code on Aug. 3, 2015, which embodied the agreements, terms and conditions set forth in the RSA. While the Plan satisfied the relevant DIP milestone, the Plan had various open issues that required additional negotiation with the various constituencies in these chapter 11 cases. Pursuant to the third extension order, the Debtors' exclusive period within which to file a plan of reorganization was extended from April 29, 2016, to May 30, 2016, and the Debtors' exclusive period within which to solicit acceptances of a plan of reorganization was extended from April 29, 2016 to July 29, 2016. In light of changed circumstances, including the fact that the market for iron ore continues to be challenging and the delay caused by the proceedings related to Mag Pellet LLC's assumption of the AK Steel Contract, the terms set forth in the RSA no longer reflected the best path forward for the Debtors. Accordingly, the Debtors and the Consenting Noteholders consensually terminated the RSA on Jan. 22, 2016. The Debtors and their prepetition and postpetition lenders are instead evaluating various alternatives to determine the most appropriate and value-maximizing restructuring transaction. To that end, the Debtors, the Prepetition Lenders and the DIP Lenders agreed to extend the maturity date for the DIP Financing and the use of cash collateral, subject to certain conditions, to July 7, 2016. In connection with the extension, the DIP Credit Agreement was amended to include a new milestone that required the Debtors, by March 31, 2016, either to (i) enter into a new restructuring support agreement or (ii) provide a business plan acceptable to DIP Lenders holding 86% of principal amount of the DIP Loans (as defined in the DIP Motion), which milestone was subsequently extended to April 30, 2016. The Debtors did not satisfy this milestone and certain other milestones, and are currently not in compliance with one other covenant in the DIP Credit Agreement. As a result, the Debtors are currently in default under the DIP Credit Agreement. Notwithstanding the default, the Debtors continue to comply with the other requirements under the DIP Credit Agreement and the DIP Order, including providing adequate protection to the Prepetition Revolving Agent and Prepetition Revolving Lenders. Based on current projections, the Debtors will be able to continue to comply with the other terms of the DIP Credit Agreement and the DIP Order and will continue to generate sufficient cash from operations to run their businesses in chapter 11 while they formulate a consensual restructuring. Importantly, the Debtors continue to engage in productive negotiations with all of their major stakeholders, including the Prepetition Lenders and the DIP Lenders, regarding value-maximizing restructuring strategies, including a potential sale of the Debtors' assets. As these negotiations are ongoing, the Debtors require additional time to work with their lenders and other constituencies and to explore alternative restructuring options. Despite the challenges that the Debtors have faced in these cases, they have made substantial progress toward a viable restructuring, including by exploring various options that will maximize creditor recoveries. One of the most significant developments in these cases -- and indeed toward the Debtors' emergence from Chapter 11 -- occurred when the Court entered the order granting Debtors' joint motion for an order authorizing Mag Pellet LLC to assume purchase agreement with AK Steel Corporation, pursuant to which Mag Pellet assumed its executory contract with AK Steel for the purchase and sale or iron ore pellets. Both the Ad Hoc Committee and the Official Committee of Unsecured Creditors supported Mag Pellet's assumption of the AK Steel Contract. The process of assuming the AK Steel Contract was lengthy. After the assumption was approved, the Debtors had to seek to compel AK Steel's compliance with the terms of the AK Steel assumption order. In addition, the Debtors are working to vigorously defend AK Steel's appeal from the AK Steel Assumption Order in the District Court. Despite the appeal, the Debtors are hopeful that they can devote the appropriate amount of time and resources to the other aspects of their Chapter 11 process. However, given the delay and uncertainty that was injected into these cases as a result of these proceedings, the current deadline for exclusivity is insufficient as the Debtors need additional time to formulate a value-maximizing restructuring strategy. The Debtors' counsel can be reached at: DAVIS POLK & WARDWELL LLP Marshall S. Huebner, Esq. Michelle M. McGreal, Esq. Kevin J. Coco, Esq. 450 Lexington Avenue New York, New York 10017 Tel: (212) 450-4000 Fax: (212) 701-5800 E-mail: marshall.huebner@davispolk.com michelle.mcgreal@davispolk.com kevin.coco@davispolk.com and LAPP, LIBRA, THOMSON, STOEBNER & PUSCH, CHARTERED Ralph V. Mitchell, Esq. Mark J. Kalla, Esq. 120 South Sixth Street, Suite 2500 Minneapolis, Minnesota 55402 Tel: (612) 338-5815 Fax: (612) 338-6651 E-mail: RMitchell@lapplibra.com MKalla@lapplibra.com About Magnetation LLC Magnetation LLC -- http://www.magnetation.com/-- is a joint venture between Magnetation, Inc. (50.1% owner) and AK Iron Resources, LLC, an affiliate of AK Steel Corporation (49.9% owner). Magnetation LLC recovers high-quality iron ore concentrate from previously abandoned iron ore waste stockpiles and tailings basins. Magnetation LLC owns iron ore concentrate plants located in Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore pellet plant in Reynolds, IN. Magnetation LLC and four subsidiaries sought Chapter 11 bankruptcy protection (Bankr. D. Minn. Lead Case No. 15-50307) in Duluth, Minnesota, on May 5, 2015, after reaching a deal with secured noteholders on a balance sheet restructuring. The cases are assigned to Chief Judge Gregory F Kishel. The Debtors have tapped Davis Polk & Wardwell LLP and Lapp, Libra, Thomson, Stoebner & Pusch, Chtd., as attorneys; Blackstone Advisory Partners LP as financial advisor; and Donlin, Recano & Company, Inc., as the claims agent. The U.S. Trustee for Region 12 appointed three creditors of Magnetation LLC to serve on an official committee of unsecured creditors. MET-TEC INC: Robert Slone Named Chapter 11 Trustee -------------------------------------------------- Judge Carlota M. Bohm entered an order approving the appointment of Robert H. Slone as Chapter 11 trustee in the case of Met-Tec, Inc. The appointment was approved May 26, 2016. The U.S. Trustee appointed Mr. Slone after consulting with parties. "Robert H. Slone, Trustee is hereby appointed Interim Trustee for the estate of the above debtor(s). Unless another trustee is elected at the meeting of creditors, convened pursuant to 11 U.S.C Sec. 341(a), the Interim Trustee shall serve as Trustee," U.S. Trustee Andrew R. Vara said in a May 26 filing. Met-Tec, Inc., sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 15-23527) on Sept. 25, 2015, in Pittsburgh. The case judge is the Hon. Carlota M. Bohm. The Debtor tapped Corey J. Sacca, Esq., at Bononi & Company, P.C., in Greensburg, Pennsylvania, serves as counsel. The Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in debt. MORRIS SCHNEIDER: To Give Up Vehicle to Partner ----------------------------------------------- Morris | Schneider | Wittstadt, LLC, on May 20, 2016, filed a motion asked the U.S. Bankruptcy Court for the District of Virginia, Richmond Division, to approve to approve the sale of 2012 Ford Fusion 4S four-door sedan, VIN 3FAHP0HAICR401403, to Gerard Wittstadt for $7,000 free and clear of interests pursuant to Sections 363(b) and 363(f) of the Bankruptcy Code. The Vehicle is and has been used by Gerard Wittstadt, a partner of MSW. As of the date, the Vehicle has an odometer reading of approximately 81,600 miles. The purchase price is to be paid through a credit to the Debtors for an equivalent amount of the presently due and payable but as yet unpaid salary due Gerard Wittstadt from the Debtors for postpetition periods. As of this filing, Gerard Wittstadt's due and payable but unpaid salary for post-petition periods approximates $79,428.89. A valuation estimate from NADA indicates that the average trade-in price on this vehicle is $7,000. A valuation estimate from Kelley Blue Book indicates that the trade-in value approximates $6,375. In its business judgment, MSW has determined that the sale of the Vehicle on the proposed terms will avoid substantial expense and allow MSW to realize on a "net" basis a high percentage of the "gross" sale price, since there will be no commission payable to any salesman or broker and few, if any, costs to MSW in consummating the sale. Although MSW will not actively solicit higher and better offers for the Vehicle, it will accept any higher and better offer, provided such higher offer is for all cash and thus a truly higher and better offer. Morris | Schneider | Wittstadt, LLC, is represented by: Augustus C. Epps, Jr., Esq. Jennifer M. McLemore, Esq. CHRISTIAN & BARTON, LLP 909 East Main Street, Suite 1200 Richmond, Virginia 23219-3095 Telephone: (804) 697-4100 Facsimile: (804) 697-6112 E-mail: aepps@cblaw.com jmclemore@cblaw.com - and - Jeffrey R. Waxman, Esq. Eric J. Monzo, Esq. MORRIS JAMES LLP 500 Delaware Avenue, Suite 1500 Wilmington, Delaware 19801 Telephone: (302) 888-6800 Facsimile: (302) 571-1750 E-mail: jwaxman@morrisjames.com emonzo@morrisjames.com About Morris | Schneider | Wittstadt Morris | Schneider | Wittstadt Va., PLLC, and affiliates filed for Chapter 11 Protection (Bankr. E.D. Va. Case Nos. 15-33370 to 15-33375 and 15-12323) on July 5, 2015. The petition was signed by Mark H. Wittstadt, Esquire, managing partner. Jennifer McLain McLemore, Esq., at Christian & Barton, LLP, represents the Debtors in their restructuring effort. The Debtor estimated assets at $1 million to $10 million and debts at $10 million to $50 million. Three of the Debtors estimated assets and debt at $0 to $50,00. MOUSSIE PROCESSING: Seeks to Hire Whiteford as Legal Counsel ------------------------------------------------------------ Moussie Processing, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to hire Whiteford, Taylor and Preston, LLP as its legal counsel. Moussie Processing tapped the firm to: (a) give advice about its powers and duties as a debtor-in- possession; (b) represent the Debtor in defense of any proceeding instituted to reclaim property or to obtain relief from the automatic stay; (c) prepare legal papers; (d) assist the Debtor when it sells its assets; (e) assist the Debtor in preparing its schedules and statement of financial affairs; (f) assist the Debtor in preparing a plan and a disclosure statement; and (g) assist the Debtor in other legal matters, including securities, corporate, real estate, tax, intellectual property, employee relations, general litigation, and bankruptcy legal work. The current hourly rates of the principal attorneys and paralegals proposed to represent the Debtor are: Michael J. Roeschenthaler $575 Daniel Vorsteg $530 Kelly E. McCauley $325 Kathleen McCruden $280 Other attorneys and paralegals will render services to the Debtor if needed. Generally, Whiteford's hourly rates range from $480 to $670 for partners and "of counsel;" $310 to $390 for associates; and $280 for legal assistants and paralegals. Mr. Roeschenthaler, a partner at Whiteford, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Whiteford can be reached through: Michael J. Roeschenthaler Whiteford, Taylor and Preston 500 Grant Street, Suite 2900 Pittsburgh, PA 15219 Email: info@wtplaw.com About Moussie Processing Moussie Processing, LLC sought protection under Chapter 11 of the Bankruptcy Code in the Southern District of West Virginia (Huntington) (Case No. 16-30248) on May 18, 2016. The petition was signed by Dennis Johnson, president. The case is assigned to Judge Frank W. Volk. The Debtor estimated assets of $1 million to $10 million and debts of $0 to $50,000. MPM HOLDINGS: Conflict Mineral Report Filed ------------------------------------------- MPM Holdings Inc. and Momentive Performance Materials Inc. filed with the Securities and Exchange Commission a CONFLICT MINERALS REPORT for the reporting period from January 1 to December 31, 2015. A copy of the report is available at https://is.gd/5wQiA1 Momentive and MPM conducted a good faith investigation in connection with the products it manufactured or contracted to be manufactured in the period from January 1 to December 31, 2015, to determine whether any products contain Conflict Minerals and whether any Conflict Minerals are necessary to the functionality or production of said products. Conflict Minerals are defined as columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives, which are limited to tantalum, tin, and tungsten. Based on the results of the investigation, the Company conducted a good faith inquiry to determine whether any Conflict Minerals contained in its products originated in the Democratic Republic of the Congo or an adjoining country, or were from recycled or scrap sources. Based in New York, Momentive Performance Materials Inc. is one of the largest global producer of silicones and silicone derivatives. The company has two divisions, (1) silicones, which account for approximately 92% of revenues; and (2) quartz. Silicones, or more accurately polymerized siloxanes or polysiloxanes, are mixed inorganic-organic polymers that are used in a wide variety of industrial and consumer applications including agriculture, automotive, electronics, healthcare, personal care, textiles and sealants (the most recognizable application is for bathroom, kitchen and window sealants around the home). Momentive is approximately 40% owned by funds managed or owned by the private equity division of Apollo Global Management (unrated). For the last 12 months ending 30 September 2015, Momentive's revenues and Moody's-adjusted EBITDA were approximately $2.3 billion and $204 million, respectively. MPM Holdings is a holding company that conducts substantially all of its business through its subsidiaries. Momentive's wholly owned subsidiary, MPM Intermediate Holdings Inc., is a holding company for its wholly owned subsidiary, Momentive Performance Materials Inc. and its subsidiaries. Momentive Performance Materials Inc. and its debtor-affiliates notified the U.S. Bankruptcy Court for the Southern District of New York that their joint Chapter 11 plan of reorganization became effective as of Oct. 24, 2014, at 4:00 p.m. (prevailing Eastern Time). The Court confirmed their joint plan on Sept. 11, 2014. Moody's Investors Service, in late January 2016, downgraded Momentive Performance Materials Inc.'s (Momentive's) corporate family rating (CFR) to Caa1 from B3, and their probability of default rating (PDR) to Caa1-PD from B3-PD. "The change in Momentive's rating to Caa1 from B3 comes following the company's poor third-quarter 2015 performance, and our expectation that Momentive's sales and margins will come under increasing pressure due to weakening end-markets for silicones, especially in Asia," says Anthony Hill, a Moody's Vice President - Senior Credit Officer and lead analyst for Momentive. NII HOLDINGS: Shindler Named to Board; KMPG Okayed as Auditor ------------------------------------------------------------- NII Holdings on May 25, 2016, held its Annual Meeting of Stockholders, at which its stockholders approved: 1. the election of Steven M. Shindler, the Company's CEO, to the Board of Directors for a one-year term expiring in 2017. 2. the compensation of the Company's Named Executive Officers. 3. the proposal to hold an advisory vote on executive compensation every year. 4. the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2016. NII Holdings, Inc. (NASDAQ: NIHD) provides wireless communication services under the Nextel(TM) brand in Brazil with its principal locations located in major business centers and related transportation corridors. The company provides services in major urban and suburban centers with high population densities. NII Holdings, Inc. on June 19, 2015, won confirmation of the First Amended Joint Plan of Reorganization Proposed by the Plan Debtors and the Official Committee of Unsecured Creditors, and on June 26, 2015, emerged from the Chapter 11 proceedings. NII HOLDINGS: Target Termination Date for CEO Set for Nov. 1 ------------------------------------------------------------ NII Holdings, Inc.'s the Board of Directors approved a Form of Separation and Release Agreement for certain executive officers of the Company, including Steven M. Shindler, Chief Executive Officer, Daniel F. Freiman, Chief Financial Officer, and Shana C. Smith, General Counsel. The Agreements, which are expected to be executed by these officers in the event of their termination of employment with the Company, were provided to the officers on November 13, 2015. On May 25, 2016, the Agreements were updated to provide for a target termination date of November 1, 2016 for Mr. Shindler and April 1, 2017 for Mr. Freiman and Ms. Smith, but when termination will occur has not been determined. NII Holdings, Inc. (NASDAQ: NIHD) provides wireless communication services under the Nextel(TM) brand in Brazil with its principal locations located in major business centers and related transportation corridors. The company provides services in major urban and suburban centers with high population densities. NII Holdings, Inc. on June 19, 2015, won confirmation of the First Amended Joint Plan of Reorganization Proposed by the Plan Debtors and the Official Committee of Unsecured Creditors, and on June 26, 2015, emerged from the Chapter 11 proceedings. OTERO COUNTY: Court Denies Cross Bids for Summary Judgment ---------------------------------------------------------- In the adversary proceeding captioned CADY LANDRUM, Plaintiff, v. OTERO COUNTY HOSPITAL ASSOCIATION, INC., (d/b/a Gerald Champion Regional Medical Center, d/b/a Mountain View Catering), and SURGIT MOOLAMALLA, Defendants; OTERO COUNTY HOSPITAL ASSOCIATION, INC., (d/b/a Gerald Champion Regional Medical Center, d/b/a Mountain View Catering), Counterplaintiff, v. CADY LANDRUM, Counterdefendant, Adversary No. 15-1016 J (Bankr. D.N.M.), certain fact issues raised due process concerns that prevented Judge Robert H. Jacobvitz of the United States Bankruptcy Court for the District of New Mexico from granting summary judgment in favor of either party. The plaintiff, Cady Landrum, filed a complaint in state court against Dr. Surgit Moolamalla in the Twelfth Judicial District Court, Otero County, State of New Mexico as Case No. D-1215-CV-2014-0605. In an adversary proceeding, she sought a declaratory judgment determining, among other things, that the state court action is not subject to the automatic stay, does not violate the discharge injunction, and is not enjoined by the injunction imposed by the terms of the plan confirmed in the Chapter 11 bankruptcy case filed by the defendant Otero County Hospital Association, Inc., (d/b/a Gerald Champion Regional Medical Center, d/b/a Mountain View Catering). Judge Jacobvitz concluded that Landrum's claims fall within the language of the injunction set forth in Section 14.20 of the Plan, and that the facts not subject to genuine dispute also established that Landrum received the notices in question, including notice of the final hearing on confirmation of the Plan and notice of the deadline to file administrative claims. However, Judge Jacobvitz found fact issues that prevent him from determining on summary judgment whether the content of the notices to Landrum satisfies the requirements of due process sufficient to bind her to the injunction contained in the confirmed Chapter 11 Plan as it relates to her claim against Dr. Moolamalla. The bankruptcy case is In re: OTERO COUNTY HOSPITAL ASSOCIATION, INC., (d/b/a Gerald Champion Regional Medical Center, d/b/a Mountain View Catering), Debtor, Case No. 11-11-13686 JA (Bankr. D.N.M.). A full-text copy of Judge Jacobvitz's May 23, 2016 memorandum opinion is available at https://is.gd/VZVTS3 from Leagle.com. Cady Landrum is represented by: Miguel O Garcia, Esq. JOHN R. HAKANSON, P.C. 307 Eleventh Street Alamogordo, NM 88310-6916 Tel: (505)437-2874 Fax: (505)434-9794 Otero County Hospital Association, Inc., dba Gerald Champion Regional Medical Center; dba Mountain View Catering is represented by: Craig H. Averch, Esq. Roberto J. Kampfner, Eqs. Andrew Mackintosh, Esq. WHITE & CASE, LLP 555 South Flower Street, Suite 2700 Los Angeles, CA 90071-2433 Tel: (213)620-7700 Email: caverch@whitecase.com rkampfner@whitecase.com amackintosh@whitecase.com About Otero County Hospital Otero County Hospital Association Inc. filed for Chapter 11 protection (Bankr. D. N.M. Case No. 11-13686) in Albuquerque, New Mexico, on Aug. 16, 2011. The Alamogordo, New Mexico-based nonprofit developed and operates the Gerald Champion Regional Medical Center. GCRMC serves a total population of approximately 70,000 people. Otero County Hospital Association also does business as Mountain View Catering. Judge Robert H. Jacobvitz presides over the case. Craig H. Averch, Esq., and Roberto J. Kampfner, Esq., at White & Case, LLP, in Los Angeles; and John D. Wheeler, Esq., at John D. Wheeler & Associates, PC, in Alamogordo, New Mexico, serve as bankruptcy counsel. Kurtzman Carson Consultants, LLC, serves as claims agent. The Debtor disclosed $124,186,104 in assets and $40,506,759 in liabilities as of the Chapter 11 filing. Alice Nystel Page, U.S. Trustee for Region 20, appointed five creditors to serve on the Official Committee of Unsecured Creditors of the Debtor. Gardere Wynne Sewell LLP serves as the Committee's counsel. The Committee tapped James Morell of JCM Advisors, LLC, as healthcare management consultant. The U. S. Trustee appointed E. Marissa Lane PLLC as patient care ombudsman on Sept. 13, 2011. No trustee or examiner has been requested or appointed in the Chapter 11 Case. The Debtor's Third Amended Plan of Reorganization dated June 20, 2012, provides that the Plan will resolve the Trust Personal Injury Claims on a consensual basis; resolve all issues between the Debtor and Quorum Health Resources, LLC well as the Debtor and Nautilus Insurance Company on a consensual basis; satisfy the claims of Bank of America in full; provide for the payment of trade and other unsecured creditors in full; and allow the Debtor to emerge from chapter 11 in a strong position and with the ability to satisfy the medical needs of Otero County. The Plan contemplates that the Debtor will obtain exit financing to the extent necessary to satisfy the claims of its primary secured creditor, Bank of America, and provide the Debtor with sufficient capital to meet its other obligations under the Plan and continue its normal operations. On June 21, 2012, the Court entered an order approving the disclosure statement and establishing procedures relating to confirmation of the plan. Following a confirmation hearing held Aug. 3, 2012, the Court entered an order confirming a fourth amended plan, which contained non-material modifications to the third amended plan. PENN VIRGINIA: Hires Kirkland & Ellis as Counsel ------------------------------------------------ Penn Virginia Corporation, et al., seek authorization from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Kirkland & Ellis LLP and Kirkland & Ellis International LLP. Kirkland will provide these services: a. advising 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. advising and consulting on the conduct of these Chapter 11 cases, including all of the legal and administrative requirements of operating in Chapter 11; c. attending meetings and negotiating with representatives of creditors and other parties in interest; d. taking all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; e. preparing pleadings in connection with these Chapter 11 cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; f. representing the Debtors in connection with obtaining authority to continue using cash collateral and postpetition financing; g. advising the Debtors in connection with any potential sale of assets; h. appearing before the Court and any appellate courts to represent the interests of the Debtors' estates; i. advising the Debtors regarding tax matters; j. taking any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a Chapter 11 plan and all documents related thereto; and k. performing all other necessary legal services for the Debtors in connection with the prosecution of these Chapter 11 cases, including: (i) analyzing the Debtors' leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters. Kirkland will be paid at these hourly rates: Partners $875-$1,445 Of Counsel $480-$1,445 Associates $510-$945 Paraprofessionals $180-$400 Per the terms of the engagement letter, on Jan. 25, 2016, the Debtors paid $1 million to Kirkland, which, as stated in the engagement letter, constituted an "advance payment retainer" as defined in Rule 1.15(c) of the Illinois Rules of Professional Conduct and Dowling v. Chicago Options Assoc., Inc., 875 N.E.2d 1012, 1018 (Ill. 2007). Subsequently, the Debtors paid to Kirkland additional advance payment retainers totaling $3.5 million in the aggregate. As stated in the engagement letter, any advance payment retainers are earned by Kirkland upon receipt, any advance payment retainers become the property of Kirkland upon receipt, the Debtors no longer have a property interest in any advance payment retainers upon Kirkland's receipt, any advance payment retainers will be placed in Kirkland's general account and will not be held in a client trust account, and the Debtors will not earn any interest on any advance payment retainers. Kirkland will apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with the Debtors' Chapter 11 cases in compliance with sections 330 and 331 of the Bankruptcy Code and applicable provisions of the Bankruptcy Rules, Local Bankruptcy Rules, and any other applicable procedures and orders of the Court. Kirkland also intends to make a reasonable effort to comply with the U.S. Trustee's requests for information and additional disclosures as set forth in the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Section 330 by Attorneys in Larger Chapter 11 Cases Effective as of Nov. 1, 2013, both in connection with the Application and the interim and final fee applications to be filed by Kirkland in these Chapter 11 cases. Edward O. Sassower, the president of Edward O. Sassower, P.C., a partner of the law firm of Kirkland, assures the Court that Kirkland is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, as required by Section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors' estates, and Kirkland has no connection to the Debtors, their creditors, or other parties in interest. Statement Regarding U.S. Trustee Guidelines Kirkland will apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with the Debtors' Chapter 11 cases in compliance with Sections 330 and 331 of the Bankruptcy Code and applicable provisions of the Bankruptcy Rules, Local Bankruptcy Rules, and any other applicable procedures and orders of the Court. Kirkland also intends to make a reasonable effort to comply with the U.S. Trustee's requests for information and additional disclosures as set forth in the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. Section 330 by Attorneys in Larger Chapter 11 Cases Effective As of Nov. 1, 2013, both in connection with this application and the interim and final fee applications to be filed by Kirkland in these Chapter 11 cases. Attorney Statement Pursuant to Revised UST Guidelines a. Question: Did Kirkland agree to any variations from, or alternatives to, Kirkland's standard billing arrangements for this engagement? Answer: No. Kirkland and the Debtors have not agreed to any variations from, or alternatives to, Kirkland's standard billing arrangements for this engagement. The rate structure provided by Kirkland is appropriate and is not significantly different from (a) the rates that Kirkland charges for other non-bankruptcy representations or (b) the rates of other comparably skilled professionals. b. Question: Do any of the Kirkland professionals in this engagement vary their rate based on the geographic location of the Debtors' Chapter 11 cases? Answer: No. The hourly rates used by Kirkland in representing the Debtors are consistent with the rates that Kirkland charges other comparable Chapter 11 clients, regardless of the location of the Chapter 11 case. c. Question: If Kirkland has represented the Debtors in the 12 months prepetition, disclose Kirkland's billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If Kirkland's billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Answer: Kirkland's current hourly rates for services rendered on behalf of the Debtors range: Partners $875-$1,445 Of Counsel $480-$1,445 Associates $510-$945 Paraprofessionals $180-$400 Kirkland represented the Debtors during the 12-month period before the Petition Date, using the hourly rates listed above. d. Question: Have the Debtors approved Kirkland's budget and staffing plan, and, if so, for what budget period? Answer: Yes, for the period from May 12 through August 31. Kirkland can be reached at: Edward O Sassower, P.C. Kirkland & Ellis LLP And Affiliated Partnerships 601 Lexington Avenue New York, NY 10022 Tel: (212) 446-4733 Fax: (212) 446-4900 E-mail: edward.sassower@kirkland.com Website: www.kirkland.com About Penn Virginia Corporation Based in Radnor, Pennsylvania, Penn Virginia Corporation is an independent oil and gas company engaged in the exploration, development and production of oil, NGLs and natural gas in various domestic onshore regions of the United States, with a primary focus in the Eagle Ford Shale in South Texas. Each of Penn Virginia Corporation, Penn Virginia Holding Corp., Penn Virginia MC Corporation, Penn Virginia MC Energy L.L.C., Penn Virginia MC Operating Company L.L.C., Penn Virginia Oil & Gas Corporation, Penn Virginia Oil & Gas GP LLC, Penn Virginia Oil & Gas LP LLC and Penn Virginia Oil & Gas, L.P. filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case Nos. 16-32395 to 16-32403, respectively) on May 12, 2016. The petitions were signed by Seth R. Bullock as chief restructuring officer. The Debtors have engaged Kirkland & Ellis LLP as counsel, Kutak Rock LLP as local counsel, Jefferies LLC as investment banker, Alvarez & Marsal North America, LLC as restructuring advisor, KPMG LLP as tax advisor and Epiq Bankruptcy Solutions, LLC as notice, claims and balloting agent. PJT Partners is acting as financial advisor and Milbank, Tweed, Hadley & McCloy LLP is acting as legal advisor to the ad hoc committee of noteholders. Opportune LLP is acting as financial advisor and Bracewell LLP is acting as legal advisor to Wells Fargo (as agent) and the RBL lenders. Judge Keith L. Phillips has been assigned the cases. PENN VIRGINIA: Hires Kutak Rock as Co-Counsel --------------------------------------------- Penn Virginia Corporation, et al., ask for authorization from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Kutak Rock LLP as co-counsel in the Debtors' Chapter 11 cases, effective nunc pro tunc to the Petition Date. The Debtors have chosen Kutak Rock as their Virginia co-counsel and desire to employ Kutak Rock as their attorneys for these Chapter 11 cases. By separate application, the Debtors have or will request that the Court approve the retention and employment of Kirkland & Ellis LLP as bankruptcy co-counsel. The retention of Kutak Rock will provide additional legal resources to advise the Debtor on various matters and will allow the Debtors to operate more effectively given Kutak Rock's specialized knowledge of bankruptcy law and procedure in Virginia. In particular, the Firm's lawyers have experience practicing before the Court and have the ability to respond quickly to any contingency, emergency hearings or other matters before the Court. Kutak Rock will: a) provide legal advice and services regarding local rules, practices, and procedures and providing substantive and strategic advice on how to accomplish the Debtors' goals in connection with the prosecution of these Chapter 11 cases, bearing in mind that the Court relies on co- counsel such as Kutak Rock to be involved in all aspects of these bankruptcy cases; b) review, revise, and prepare drafts of documents to be filed with the Court as co-counsel to the Debtors; c) appear in Court and at any meeting with the U.S. Trustee and any meeting of creditors at any given time on behalf of the Debtors as their co-counsel; d) perform various services in connection with the administration of these Chapter 11 cases, including, without limitation, (i) preparing agendas, certificates of no objection, certifications of counsel, notices of fee applications, motions and hearings, and hearing binders of documents and pleadings, (ii) monitoring the docket for filings and coordinating with K&E on pending matters, (iii) preparing and maintaining critical dates memoranda to monitor pending applications, motions, hearing dates, and other matters and the deadlines associated therewith, and (iv) handling inquiries from creditors, contract counterparties and counsel to parties-ininterest regarding pending matters and the general status of these Chapter 11 cases and coordinating with K&E on any necessary responses; e) interact and communicate with the Court's chambers and the Court's Clerk's Office; f) assist the Debtors and K&E in preparing, reviewing, revising, filing and prosecuting pleadings related to contested matters, executory contracts and unexpired leases, asset sales, plan and disclosure statement issues and claims administration and resolving objections and other matters relating thereto, to the extent requested by the Debtors or K&E and not duplicative of services being provided by K&E; and g) perform all other services assigned by the Debtors, in consultation with K&E, to Kutak Rock as co-counsel to the Debtors, and to the extent Kutak Rock determines that the services fall outside of the scope of services historically or generally performed by the firm as co- counsel in a bankruptcy proceeding, Kutak Rock will file a supplemental declaration pursuant to Bankruptcy Rule 2014 and give parties in interest opportunity to object. Kutak Rock will monitor carefully and coordinate with the other professionals retained by the Debtors in these Chapter 11 cases to clearly delineate their respective duties in order to prevent duplication of effort. Kutak Rock will be paid these hourly fees: Michael A. Condyles, Partner $500 Peter J. Barrett, Partner $450 Jeremy S. Williams, Partner $335 Lynda Wood, Paralegal $165 Amanda Nugent, Paralegal $145 Michael A. Condyles, a partner with Kutak Rock, assures the Court that none of the firm's business relations constitute interests materially adverse to the Debtors or their bankruptcy estates. He also attests that the firm does not have any connection with the Debtors, their creditors or any other parties in interest, the U.S. Trustee for the Eastern District of Virginia or any person employed in the office of the same, U.S. District Court Judges for the Eastern District of Virginia, U.S. Magistrate Judges for the Eastern District of Virginia, or the U.S. Bankruptcy Judges for the Eastern District of Virginia, (b) is a "disinterested person," as that phrase is defined in Section 101(14) of the Bankruptcy Code, as required by Section 327(a) of the Bankruptcy Code, and (c) does not hold or represent any interest adverse to the Debtors' estates. Kutak Rock intends to make a reasonable effort to comply with the U.S. Trustee's requests for information and additional disclosures as set forth in the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Section 330 by Attorneys in Larger Chapter 11 Cases, both in connection with the Application and the interim and final fee applications filed by Kutak Rock in the course of its engagement. Kutak Rock did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement. None of the professionals from Kutak Rock included in this engagement have varied or will vary their rate based on the geographic location of the bankruptcy case. The billing rates and material financial terms for Kutak Rock's prepetition engagement by the Debtors are set forth herein. No adjustments were made to either the billing rates or the material financial terms of Kutak Rock's employment by the Debtors as a result of the filing of these chapter 11 cases. The Debtors will approve a staffing plan and budget for Kutak Rock that covers the months of May through August 2016 prior to the hearing on the application. About Penn Virginia Corporation Based in Radnor, Pennsylvania, Penn Virginia Corporation is an independent oil and gas company engaged in the exploration, development and production of oil, NGLs and natural gas in various domestic onshore regions of the United States, with a primary focus in the Eagle Ford Shale in South Texas. Each of Penn Virginia Corporation, Penn Virginia Holding Corp., Penn Virginia MC Corporation, Penn Virginia MC Energy L.L.C., Penn Virginia MC Operating Company L.L.C., Penn Virginia Oil & Gas Corporation, Penn Virginia Oil & Gas GP LLC, Penn Virginia Oil & Gas LP LLC and Penn Virginia Oil & Gas, L.P. filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case Nos. 16-32395 to 16-32403, respectively) on May 12, 2016. The petitions were signed by Seth R. Bullock as chief restructuring officer. The Debtors have engaged Kirkland & Ellis LLP as counsel, Kutak Rock LLP as local counsel, Jefferies LLC as investment banker, Alvarez & Marsal North America, LLC as restructuring advisor, KPMG LLP as tax advisor and Epiq Bankruptcy Solutions, LLC as notice, claims and balloting agent. PJT Partners is acting as financial advisor and Milbank, Tweed, Hadley & McCloy LLP is acting as legal advisor to the ad hoc committee of noteholders. Opportune LLP is acting as financial advisor and Bracewell LLP is acting as legal advisor to Wells Fargo (as agent) and the RBL lenders. Judge Keith L. Phillips has been assigned the cases. PETROLEUM PRODUCTS: Seeks to Hire Stibbs & Co. as Special Counsel ----------------------------------------------------------------- Petroleum Products & Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Stibbs & Co., P.C. as its special counsel. The firm will represent the Debtor in three separate lawsuits it filed against Safety First Valve LLC, Wellhead Works LLC, and Hydraulics International Inc. The firm's professionals who will be assigned to represent the Debtor and their hourly rates are: Stuart Lapp $395 Adam Fracht $295 Brandon Hedblom $295 Paralegal/Legal Assistant $90 - $150 Mr. Lapp disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtor or its estate. Stibbs & Co. can be reached through: Stuart Lapp Stibbs & Co., P.C. 819 Crossbridge Drive Spring, TX 77373 Phone: 281.367.2222 Fax: 281.681.2330 About Petroleum Products Petroleum Products & Services, Inc.(d/b/a Wellhead Distributors Int'l and dba WDi) distributes API-6A wellhead equipment and valves used in the petroleum and natural gas industries. The Company filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex., Case No. 16-31201) on March 4, 2016. Alejandro Kiss signed the petition as president. The Debtor estimated assets in the range of $10 million to $50 million and liabilities of at least $10 million. The Debtor has engaged Hoover Slovacek, LLP as counsel and Hirsch Westheimer, P.C. as special litigation counsel. PETTIT OIL: IPC Fails to Win Partial Summary Judgment ----------------------------------------------------- Judge Paul B. Snyder of the United States Bankruptcy Court for the Western District of Washington denied IPC (USA), Inc.'s Motion and Notice Thereof for Partial Summary Judgment Dismissing Section 549 Claims filed by Kathryn A. Ellis, the trustee for the bankruptcy estate of Pettit Oil Company. The Court agrees with the Trustee and KeyBank National Association that the risks faced by creditors must be analyzed in determining whether the vertical test has been met. The Trustee has set forth specific evidence detailing the risks placed on creditors postpetition by the Consignment Agreement. IPC has failed to provide sufficient evidence, if any, to refute this evidence preventing any grant of summary judgment in its favor. A full-text copy of Judge Snyder's May 19, 2016 memorandum decision is available at https://is.gd/pTROQo from Leagle.com. The bankruptcy case is In re: PETTIT OIL COMPANY, Debtor, Case No. 13-47285 (Bankr. W.D. Wash.). The adversary proceeding is KATHRYN A. ELLIS, as Trustee for the Bankruptcy Estate of Pettit Oil Company, Plaintiff, v. IPC (USA), INC., a California corporation; PETTIT PROPERTIES, INC., a Washington corporation; and KEYBANK NATIONAL ASSOCIATION, a national banking association, Defendants, Adversary No. 14-04222 (Bankr. W.D. Wash.). Kathryn A Ellis is represented by: Deborah A. Crabbe, Esq. FOSTER PEPPER PLLC IPC (USA) Inc. is represented by: Jerry N. Stehlik, Esq. BUCKNELL STEHLIK SATO & STUBNER LLP 2003 Western Avenue, Suite 400 Seattle, WA 98121 Tel: (206)587-0144 Fax: (206)587-0277 Email: jstehlik@bsss-law.com KeyBank N.A. is represented by: Terrence J. Donahue, Esq. Darren R. Krattli, Esq. Mark J. Rosenblum, Esq. EISENHOWER & CARLSON PLLC 1201 Pacific Avenue, Suite 1200 Tacoma, WA 98402 Tel: (253)572-4500 Fax: (253)272-5732 Email: tdonahue@eisenhowerlaw.com dratti@eisenhowerlaw.com mrosenblum@eisenhowerlaw.com PHOENIX BRANDS: Can Restructure Under CCAA ------------------------------------------ The Ontario Superior Court of Justice (Commercial List) issued an initial recognition order and supplemental order recognizing the Chapter 11 proceedings of Phoenix Brands LLC and its debtor-affiliates as foreign main proceedings, and Phoenix Brands as their foreign Representative of the Chapter 11 Debtors. The Canadian counsel of the foreign representative is: Osler, Hoskin & Harcourt LLP 100 King Street West, Suite 6200 Toronto, Ontario M5X 1B8 Attention: Tracy Sandler Shawn Irving Tel: 417-362-2111 Fax: 416-862-6666 Email: tsandler@osler.com siriving@osler.com The full-text copy of the recognition orders, and any other orders, is available at http://www.omnimgt.com/phoenibrands About Phoenix Brands Phoenix Brands LLC and its three affiliates sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware (Delaware) (Case Nos. 16-11242 to 16-11245) on May 19, 2016. The petitions were signed by William Littlefield, CEO and President. The cases are assigned to Judge Brendan Linehan Shannon. A motion for joint administration of the Chapter 11 cases is pending. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as local counsel; Houlihan Lokey as investment banker; Getzler Henrich & Associates LLC as financial advisor; Hunterpoint LLP as CRO provider; and Osler, Hoskin & Harcourt LLP as Canadian Counsel. The Debtor estimated both assets and liabilities in the range of $10 million to $50 million. PRIVATE FAMILY: UST Wants Trustee or Case Conversion ---------------------------------------------------- Guy G. Gebhardt, the Acting United States Trustee for Region 21, filed a motion to convert the case to Chapter 7 or alternatively for the appointment of a Chapter 11 trustee in the Chapter 11 case of Private Family Office, LLC. According to the U.S. Trustee, the Debtor's continued and repeated failure to file all monthly operating reports in a timely fashion is grounds for dismissal or conversion pursuant to 11 U.S.C. Sec. 1112(b)(4)(F) and (H). Since the Debtor has failed to timely file monthly operating reports and pay quarterly fees, the U.S. Trustee says the Court should convert this case for cause under 11 U.S.C. Sec. 1112 of the Bankruptcy Code. The U.S. Trustee also argues that cause exists for the appointment of a Chapter 11 trustee. "Suarez has demonstrated that his primary interest is not seeking to enhance the value to Debtor's estate, but to benefit himself instead. This latest, but most egregious level of dishonesty cannot be accepted and provides cause for the immediate appointment of a trustee," the U.S. Trustee said. "Additionally, Debtor has demonstrated gross mismanagement of the estate by repeatedly issuing checks that are subsequently dishonored." Failure to File MORs According to the U.S. Trustee, on Nov. 30, 2015, the Debtor filed its statement of financial affairs and schedules of assets and liabilities. The Debtor's Schedules, which were signed by Suarez under the penalty of perjury, show that Debtor's primary asset is a condominium valued at $1,025,000 located at 3286 Northside Parkway, Atlanta, Georgia. Debtor's Schedules indicate that the largest creditor is J. Thomas Properties, LLC, holder of a first mortgage totaling approximately $770,000 on the Condominium. The Debtor's Schedules also show an outstanding second mortgage in the amount of $175,000 held by Suarez's brother Dr. Ramon Suarez, and past due property taxes. Mr. Suarez, along with his wife and son, resides in the Condominium. Mr. Suarez agreed to pay Debtor $5,000 rent for the use and enjoyment of its primary asset. On Dec. 17, 2015, the U.S. Trustee conducted and concluded the first meeting of creditors (the "341 Meeting"). During the 341 Meeting, counsel for the United States Trustee informed Suarez that Debtor would have to employ a disinterested real estate agent in compliance with the requirements of the Bankruptcy Code, and that the $5,000 monthly rent paid by Suarez to the Debtor would have to be deposited into the debtor-in-possession bank account and accounted for in the Debtor's operating reports. Due to the Debtor's continued failure to abide by the requirements set forth by the Bankruptcy Code, the United States Trustee and J. Thomas have filed several motions seeking either dismissal or, in the case of J. Thomas, relief from the stay in the case. For example, the Debtor has repeatedly been dilatory in filing monthly operating reports and has completely failed to pay quarterly fees owed to the United States Trustee. According to the U.S. Trustee, during several of the hearings Suarez has engaged in conduct that calls into question his ability to serve as the managing member of a debtor-in-possession. For instance, Suarez has, in open Court, tendered checks to counsel for J. Thomas that could not be negotiated due to insufficient funds. Suarez has also misrepresented the status of payments to the Debtor's homeowners association. At a hearing held on May 24, 2016, the Court denied J. Thomas' motion for relief from stay on the basis that the most effective way for junior lienholders and unsecured creditors to receive any funds were there to be a sale of the Condominium. The Court conditionally granted Debtor's motion to sell, requiring that any sale be enough to satisfy all claims in the case along with administrative expenses. The requirement that junior lienholders, unsecured creditors, and administrative claims be satisfied by a sale was a paramount consideration by the Court for the sale motion to be granted. Suarez was in attendance at the May 24 hearing. On May 25, 2016, the United States Trustee was forwarded an email dated May 25, 2016, purportedly sent by Suarez to Steve Hansen. Mr. Hansen is the client representative of J. Thomas. In the e-mail, Suarez attempts to negotiate a deal with Mr. Hansen. Suarez states, in part, as follows: "A second option which I like better and gives you an ability to sell the property for some profit very soon, involves a "friendly foreclosure" to proceed on June 7th. This would be faster and immediate and it would wipe out all junior and unsecured creditors to our mutual benefit. It would involve a cash payment made jointly to me and my wife personally (it could not be made to the debtor or owner of the property for obvious reasons) . . . Whatever amount we agree on, I would need to pay $35,000 to my brother and another $10,000 in legal fees to my attorney." According to the U.S. Trustee, Mr. Suarez appears to be negotiating a deal with J. Thomas solely for his benefit in complete disregard of his responsibility as the Debtor's manager. Mr. Suarez, the U.S. Trustee avers, has proven that he cannot continue as manager of the Debtor and the Debtor should not proceed as a debtor-in-possession. Guy G. Gebhardt, Acting United States Trustee for Region 21, is represented by: David S. Weidenbaum Trial Attorney Office of the United States Trustee 362 Richard B. Russell Building 75 Ted Turner Drive, SW Atlanta, GA 30303 Tel: (404) 331-4437 E-mail: david.s.weidenbaum@usdoj.gov About Private Family Office On Nov. 2, 2015, Private Family Office, LLC, filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 15-71200). The voluntary petition is signed by Alex E. Suarez, shown to be the Debtor's manager. The Debtor tapped Paul Reece Marr, Esq., at Paul Reece Marr, P.C., in Atlanta, as counsel. The Debtor estimated assets of $1 million to $10 million and debt to $500,000 to $1 million. PVM OG: Fitch Affirms 'BB+' Rating on $30.5MM 2015 Bonds -------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' rating on these bonds issued on behalf of the Presbyterian Villages of Michigan Obligated Group (PVM OG): -- $30.5 million Michigan Finance Authority revenue and refunding bonds (Presbyterian Villages of Michigan) series 2015. The Rating Outlook is Stable. SECURITY Bonds are secured by a pledge of unrestricted receivables, a mortgage on certain properties, and debt service reserve fund. KEY RATING DRIVERS OG TRANSFORMATION CONTINUES: In the past year, the PVM OG has sold the OG portion of an underperforming campus, focused its strategy on its best performing campus, and completed a larger organizational strategic plan. Early results show improvement in PVM OG's core operating performance, with a 95.8% operating ratio in audited 2015, which is the strongest it's been over the four-year historical period. However, PVM OG's operating margin remained thin at 2.6%. EAST HARBOR DRIVING PERFORMANCE: The strong operating results at the Village of East Harbor have been supported by high occupancy, with independent living (IL) occupancy at 96% in 1Q2016, and a good market position in a good service area. The PVM OG is moving forward on a campus repositioning and expansion that could cost up to $30 million. ADEQUATE LIQUIDITY: At March 31, 2016, PVM OG had $10.7 million in unrestricted cash and investments, which equated to 150 days cash on hand and 45.7% cash to debt. Liquidity growth has historically been suppressed by PVM OG advances to entities outside the OG. While Fitch expects these advances to decline, capital spending could affect liquidity growth moving forward. Total unrestricted cash and investments have remained essentially flat over the last four audited years. COVERAGE IMPROVING: Maximum annual debt service (MADS) coverage of 1.7x in 2015 and 1.9x in 2016 are very good for the rating level. Coverage in 2013 (2.7x) and 2014 (2x) was helped by one-time items, which when backed out lowered coverage to approximately 1.5x. Debt service coverage in the first quarter of 2016 represents core operating performance, and this level of coverage will be key to maintaining the rating, especially if any additional debt is issued, and for any potential upward movement in the rating. RATING SENSITIVITIES STABILITY AT CURRENT RATING: Fitch believes Presbyterian Villages of Michigan Obligated Group's (PVM OG) financial performance will remain stable over the next two years. Growth in liquidity and sustaining the improved level of coverage would be needed for an upgrade. A drop in liquidity or material fall off in performance would be needed for a downgrade. EXPANSION PLANS: PVM OG is planning a licensed healthcare renovation and expansion at East Harbor that would require additional debt (project cost is estimated at $30 million) and would have associated fill up risk on the new units. The project is not factored into this rating. The first phase, anticipated to start by year's end, is expected to be a $9.2 million renovation and skilled nursing project that would be funded by the Redford sale proceeds, existing bonds funds, philanthropy, debt, and cash flow. CREDIT PROFILE Headquartered in Southfield, MI, PVM OG consists of PVM Corporate, a foundation, and rental continuing care retirement communities in Westland and Chesterfield Township, MI, and a PVM entity that is a general partner in a PVM non-OG affordable housing campus. The two PVM OG campuses total 289 independent rental units, 126 assisted living (AL) units, and 90 skilled nursing beds. The PVM OG group reported $28.4 million in operating revenue in 2015, which is down approximately $10 million from 2104 reflecting the impact of the Redford sale. PVM also has an ownership interest in approximately 1,780 IL and AL units through non-obligated entities, most of which it manages, and an equity interest in a PACE program. OG UPDATE/PERFORMANCE In September of 2015, PVM OG completed the sale of its AL, memory care, and skilled units on the Redford campus to Advantage Management Group, which netted $6.5 million. PVM continues to own and operate non-OG IL units on the Redford campus. The sale proceeds are expected to be put towards a $9.2 million renovation project at the East Harbor campus. The project will include renovations to common areas, the existing AL, memory loss units, and licensed nursing areas, and the construction of new transitional care unit wing and rehabilitation center. Additional funds are anticipated to come from philanthropy, with approximately $895,000 raised as of Dec. 31, 2015, with a goal of a $2 million to support the new wellness center. The East Harbor campus has been a strong financial performer, although both East Harbor and Westland had positive operating margins in 2015. East Harbor currently has the stronger demand for services, as indicated by high IL occupancy of 96%, relative to 76% at Westland, as of March 31, 2016. The high occupancy at East Harbor supports the capital investments that the PVM OG is planning, which should help keep the campus marketable and expand services. The PVM OG showed improved performance in 2015 from 2014, with the operating ratio improving to 95.8% from 98.7%. The improved performance reflected higher operating income at both East Harbor and Westland and expense reductions at the PVM corporate parent. The improved performance has been sustained in the 1Q2016 interim period with the operating ratio at 94.8%. Fitch's 'BBB' category median is 96.1%. Overall occupancy remains fairly stable, although IL occupancy fell to 82% in 1Q2016, from 88% at year-end fiscal 2015, reflecting the challenges in occupancy at Westland. AL and skilled nursing both improved with AL up to 90% from 84% and the skilled nursing census up to 90% from 80% when including the 88 licensed bed at Redford OG for the full year. However, the increase in AL and skilled nursing occupancy is largely driven by the fewer units available with sale of Redford. The skilled nursing payor mix has also improved, as the OG's 90 skilled nursing beds are solely on the East Harbor campus. As a result both Medicare and private pay are up as a percentage of gross revenues and Medicaid fell. Liquidity growth continues to be constrained with PVM OG's improved balance sheet reflecting the sale of Redford and the amortization of debt. At Dec. 31, 2012, unrestricted cash and investments were at $10 million and it was at $10.7 million at March 31, 2016. The lack of growth in unrestricted liquidity remains a credit concern, especially as the PVM OG is likely moving forward on a major capital project at East Harbor, and potentially at the Westland campus after that. Advances to affiliates have remained fairly stable. At March 31, 2016, the receivable on the advances stood at $9.1 million relative to $8.1 million at year end 2015. The increase in the receivables was solely from the transfer of donation raised, so it did not affect PVM OG's cash and investments. Debt Profile All of the PVM OG's $30 million in long term debt is fixed rate. There are no outstanding swaps. The PVM OG's debt burden is mixed. MADS of $2 million represent a manageable 7.4% of revenues at March 31, 2016, while Debt to EBITDA was elevated at 7.8x. PYKKONEN CAPITAL: Squaw Pass Wants Sale, Seeks Ch. 11 Trustee ------------------------------------------------------------- Squaw Pass Ranch, LLC, on May 27, 2016, filed with the U.S. Bankruptcy Court for the District of Colorado a motion to appoint a Chapter 11 trustee for Pykkonen Capital, LLC, the owner of the Echo Mountain Resort. "Prior to and since the filing of the Debtor's bankruptcy case, Ms. [Nora] Pykkonen has consistently represented to creditors, and now the Court, that, as the sole member of the Debtor, she intends to sell the Resort and pay all secured and unsecured debt. The Debtor reiterated her intent at the Section 341(a) Meeting of Creditors and at a Status Hearing before this Court. Notwithstanding several offers to purchase the Resort, Ms. Pykkonen has seemingly done everything within her power to scuttle the sale of the Resort. Indeed, in a counteroffer to a previous full-price offer, Ms. Pykkonen required that she be provided ski lanes for training for the benefit of Ms. Pykkonen and her family, that the buyer pay all broker fees, and that the buyer pay taxes and fees incurred while Pykkonen was the owner of the Resort. Most recently, on May 16, 2016, Ms. Pykkonen entered into a Letter of Intent with a potential purchaser of the Resort (the "LOI"). The LOI includes a purchase price of $4.3 [million] in cash, as well as an exclusivity/due diligence period of 45 days. Nevertheless, Squaw Ranch understands, from communications with Ms. Pykkonen herself, that she is actively shopping the LOI, trying to arrange take-out financing, talking with other buyers, and generally trying to renege on the LOI," Squaw Pass said in the court filing. "Ms. Pykkonen's self-dealing and gross mismanagement of the affairs of the Debtor has put both secured and unsecured creditors at risk of not being paid, notwithstanding her stated intention of paying all creditors through the immediate sale of the Resort." Accordingly, Squaw Ranch seeks the appointment of a Chapter 11 trustee pursuant to 11 U.S.C. Sec. 1104(a) based on Ms. Pykkonen's breach of fiduciary duty to creditors, her behavior related to the sale of the Resort, the loss of creditors' confidence in Ms. Pykkonen, and because it is in the best interests of creditors to have an independent third party manage the sale of the Resort. Attorneys for Squaw Pass Ranch, LLC: Brent R. Cohen, Esq. Chad S. Caby, Esq. LEWIS ROCA ROTHGERBER CHRISTIE LLP 1200 17th Street, Suite 3000 Denver, CO 80202-5839 Tel: 303-623-9000 Fax: 303-623-9222 E-mail: bcohen@lrrc.com ccaby@lrrc.com About Pykkonen Capital Pykkonen Capital, LLC, is the owner of a ski resort located south of Idaho Springs, Colorado, known as Echo Mountain Resort. The Company is 100% owned by its single member, Nora Pykkonen. Pykkonen Capital filed for Chapter 11 bankruptcy (Bankr. D. Colo., Case No. 16-10897) on Feb. 5, 2016. The Hon. Joseph G. Rosania Jr. presides over the case. Lee M. Kutner, Esq., at Kutner Brinen Garber, P.C, serves as the Debtor's bankruptcy counsel. Pykkonen Capital LLC bought the ski area in August 2012 for $1.53 million, according to county records. In its petition, Pykkonen Capital estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Nora Pykkonen, manager. QRS RECYCLING: Amends Employment Application for Bingham -------------------------------------------------------- QRS Recycling of Georgia, LLC, files with the U.S. Bankruptcy Court for the Northern District of Georgia an amended application employ Bingham Greenebaum Doll LLP as counsel nunc pro tunc as of the Petition Date. BGD will provide these services: a. advising the Debtor of its rights, powers and duties as a debtor in possession while operating and managing its business and property under Chapter 11 of the Bankruptcy Code; b. preparing on behalf of the Debtor all necessary and appropriate applications, motions, proposed orders, other pleadings, notices, schedules and other documents, and reviewing all financial and other reports to be filed in the Chapter 11 case; c. advising the Debtor concerning, and preparing responses to, applications, motions, other pleadings, notices and other papers that may be filed by other parties in the Chapter 11 case; d. advising the Debtor with respect to, and assisting in the negotiation and documentation, of, financing agreements and related transactions; e. reviewing the nature and validity of any liens asserted against the Debtor's property and advising the Debtor concerning the enforceability of the liens; f. advising the Debtor regarding its ability to initiate actions to collect and recover property for the benefit of its bankruptcy estates, provided, however, that BGD will not represent the Debtor or the non-debtor affiliates in connection with any intercompany claims; g. advising and assisting the Debtor in connection with any potential property dispositions; h. advising the Debtor concerning executory contract and unexpired lease assumptions, assignments and rejections; i. advising the Debtor in connection with the formulation, negotiation and promulgation of a plan or plans of liquidation, and related transactional documents; j. assisting the Debtor in reviewing, estimating and resolving claims asserted against the Debtor's bankruptcy estate; k. commencing and conducting litigation necessary and appropriate to assert rights held by the Debtor, protect assets of the Debtor's bankruptcy estate or otherwise further the goal of completing the Debtor’s successful reorganization; and l. providing non-bankruptcy services for the Debtor to the extent requested by the Debtor. BGD will be paid these hourly rates for its services: Brian D. Zoeller, Esq., Partner $300 James R. Irving, Esq., Partner $325 April A. Wimberg, Esq., Associate $215 Susan H. Mays, Esq., Paralegal $225 James R. Irving, Esq., a partner at BGD, tells the Court that the firm was retained as counsel by the Debtor upon the Debtor's formation in November 2011, and BGD has continued to provide it legal advice and service since that date. BGD signed a separate engagement letter with the Debtor on May 18, 2016, under which the Debtor sought to retain BGD as is bankruptcy counsel. Shortly after being retained as the Debtor's bankruptcy counsel, the Debtor provided BGD with a retainer in the amount of $10,000. Mr. Irving tells the Court that the Debtor has advised him that the retainer funding was paid by using the Debtor's cash, although that cash was previously held by non-debtor affiliate QRS, Inc., on account of the Debtor's cash management system whereby QRS, Inc., acts as collecting agent for much of the Debtor's accounts receivable. BGD, according to Mr. Iring, has not received any payment or compensation from the Debtor aside from the retainer. However, BGD has received other payment and compensation from the Debtor's non-debtor affiliates for whom BGD has performed work and continues to perform work. BGD intends to seek court approval to apply the retainer to pay the fees and expenses that BGD has incurred in representing the Debtor. Mr. Irving assures the Court that BGD doesn't represent any entity that has an adverse interest in connection with this case that would prevent the firm from representing the Debtor in the Chapter 11 case. About QRS Recycling QRS Recycling of Georgia, LLC, operator of a recycling facility located at 120 Hollow Tree Lane SW, Atlanta, Georgia, filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 16-58837) on May 20, 2016, to liquidate its assets. The case is pending before Judge James R. Sacca. DLA Piper LLP (US) and Bingham Greenbaum Doll LLP represent the Debtor as counsel. Upshot Services LLC serves as the Debtor's claims and noticing agent. The Debtor estimated assets of up to $10 million and liabilities in the range of $10 million to $50 million. QUICKSILVER RESOURCES: Claims Bar Date Set for July 5 ----------------------------------------------------- The Hon. Justice K. M. Eidsvik of the Court of Queen's Bench of Alberta, Judicial Centre of Calgary, approved the procedure for the determination and resolution of claims against Quicksilver Resources Canada Inc. and 0942069 B.C. Ltd. All claimants must submit their proofs of claim by submitting them to the Debtors care of FTI Consulting Inc., monitor of the Debtors, by no later than 5:00 p.m. (Calgary Time) on July 5, 2016, by registered mail, personal delivery, e-mail (in PDF format), courier of facsimile transmission, and all proofs of claim must be actually received by the monitor before that date, at: FTI Consulting Inc. Monitor of Quicksilver Resources Canada Inc. et al. Suite 720, 440 - 2nd Avenue S.W. Calgary, Alberta T2P 5E9 Attention: Ms. Lindsay Shierman Tel: 403-454-6036 Fax: 403-232-6116 Email: lindsday.shierman@fticonsulting.com A full-tet copy of the claims procedure order is available for free at http://cfcanada.fticonsulting.com/QRCI About Quicksilver Resources Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and production company engaged in the development and production of long-lived natural gas and oil properties onshore North America. Based in Fort Worth, Texas, the company claims to be a leader in the development and production from unconventional reservoirs including shale gas, and coal bed methane. Following more than 30 years of operating as a private company, Quicksilver became public in 1999. The Company has U.S. offices in Fort Worth, Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank, Montana. The Company's Canadian subsidiary, Quicksilver Resources Canada Inc. is headquartered in Calgary, Alberta. On March 17, 2015, Quicksilver Resources Inc. and certain of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in Delaware. Quicksilver's Canadian subsidiaries were not included in the chapter 11 filing. The Company's legal advisors are Akin Gump Strauss Hauer & Feld LLP in the U.S. and Bennett Jones in Canada. Richards Layton & Finger, P.A., is legal co-counsel in the Chapter 11 cases. Houlihan Lokey Capital, Inc., is serving as financial advisor. Garden City Group Inc. is the claims and noticing agent. The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion in total assets, $2.35 billion in total liabilities and a stockholders' deficit of $1.14 billion. The U.S. Trustee for Region 3 appointed five creditors of Quicksilver Resources Inc. to serve on the official committee of unsecured creditors. * * * The Debtors won approval to sell substantially all assets to BlueStone Natural Resources II, LLC. BlueStone offered $240 million to acquire Quicksilver's oil and gas assets located in the Barnett Shale in the Fort Worth basin of North Texas, and $5 million for those assets located in the Delaware basin in West Texas. RDIO INC: Sony, Orchard Enterprises Seek Appointment of Examiner ---------------------------------------------------------------- Sony Music Entertainment and Orchard Enterprises NY, Inc., asked a bankruptcy court to appoint an official to investigate Rdio Inc.'s dealings with majority owner Pulser Media Inc. and Iconical Investments II LP. In their motion filed with the U.S. Bankruptcy Court for the Northern District of California, the creditors proposed the appointment of an examiner who will investigate the company's transactions, including the secured loans provided by Pulser Media and the purported settlement which is the centerpiece of its bankruptcy plan. The plan, if approved, would reward Pulser Media and Iconical Investments with as much as $65 million in cash or about 90% of the bankruptcy estate's assets. The plan would also allow Pulser Media to retain its equity in Rdio while offering unsecured creditors pennies on the dollar, the creditors said in the filing. Sony and Orchard Enterprises also criticized the outline of the plan, saying it does not contain any disclosure that would alert creditors that Rdio is urging them to vote in favor of a plan that distributes about 90% of its assets to entities that own and control the company. Both said the appointment of an examiner would ensure that unsecured creditors are "adequately" protected and informed. In the same filing, Sony and Orchard Enterprises also asked the court to convert Rdio's Chapter 11 case to a Chapter 7 liquidation if an examiner is not appointed. The motion is on Judge Dennis Montali's calendar for June 3. About Rdio Inc. Rdio, Inc. was founded in 2008 as a digital music service. The business operations were launched in 2010 after Rdio secured all of the major record label rights. Since that time, Rdio has strived to grow into a worldwide music service, and today is in approximately 86 countries. Rdio filed Chapter 11 bankruptcy petition (Bankr. N.D. Calif., Case No. 15-31430) on Nov. 16, 2015, with a deal in place to sell the company to Pandora Media. The petition was signed by Elliott Peters as senior vice president. Judge Dennis Montali has been assigned the case. The Debtor estimated assets in the range of $50 million to $100 million and liabilities of more than $100 million. Levene, Neale, Bender, Yoo & Brill LLP serves as the Debtor's counsel. Moelis & Company serves as investment banker. RELATIVITY MEDIA: Netflix Appeals Judge's Ruling on Film Release ---------------------------------------------------------------- Tom Corrigan, writing for Daily Bankruptcy Review, reported that Netflix Inc. is appealing a decision from a bankruptcy judge that bars it from releasing two of Relativity Media LLC's most anticipated films months ahead of their debut in theaters. According to the report, in court papers filed May 27 in Manhattan just hours after the judge handed down his decision, Netflix vowed to continue the fight, doubling down on its long-standing dispute with Relativity, a Hollywood film studio that emerged from bankruptcy protection earlier this year. As previously reported by The Troubled Company Reporter, citing DBR, a bankruptcy judge on May 27 delivered a defeat to Netflix Inc., which has fought for the right to release two films produced by Relativity Media LLC on its streaming platform ahead of their expected theatrical release. According to the report, Judge Michael Wiles of the U.S. Bankruptcy Court in Manhattan issued an order forbidding Netflix to release the films, saying a premature debut of the movies could prove "devastating" for the Hollywood studio that he released from chapter 11 earlier this year. Relativity's fragile reorganization plan is dependent upon the theatrical release of its most anticipated films: "Masterminds," a comedy starring Zach Galifianakis and Kristen Wiig, and "The Disappointments Room," a horror film starring Kate Beckinsale, the report related. "It is my responsibility to ensure the plan I approved is carried out," the judge said in court on May 27, the report further related. Allowing Netflix to proceed "would threaten the bankruptcy processâ€¦with devastating consequences to the plan and distributions" to creditors, the report added. About Relativity Fashion Relativity -- http://relativitymedia.com/-- is a next-generation global media company engaged in multiple aspects of content production and distribution, including movies, television, sports, digital and music. More than just a collection of entertainment-related businesses, Relativity is a content engine with the ability to leverage each of these business units, independently and together, to create content across all mediums, giving consumers what they want, when they want it. Relativity Studios, the Company's largest division, has produced, distributed or structured financing for more than 200 motion pictures, generating more than $17 billion in worldwide box-office revenue and earning 60 Oscar nominations. Relativity's films include Oculus, Safe Haven, Act of Valor, Immortals, Limitless, and The Fighter. Relativity Media LLC and its affiliates, including Relativity Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 15-11989) on July 30, 2015. The case is assigned to Judge Michael E. Wiles. The Debtors are represented by Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day, in New York. Brian Kushner of FTI Consulting, Inc., serves as chief restructuring officer and crisis and turnaround manager. Luke Schaeffer of FTI Consulting, Inc., serves as deputy CRO. Blackstone Advisory Partners L.P. serves as the Debtors' investment banker. The team is led by Timothy Coleman, Senior Managing Director, CJ Brown, Senior Managing Director, Paul Sheaffer, Vice President, and Joseph Goldschmid, Associate. The Debtors' noticing and claims agent is Donlin, Recano & Company, Inc. * * * An investor group composed of Anchorage Capital Group, L.L.C., Falcon Investment Advisors, LLC and Luxor Capital Group, LP on Oct. 21, 2015, completed its purchase of the assets of Relativity Television. After selling their TV business, the Debtors and CEO Ryan C. Kavanaughfiled a proposed plan of reorganization that will allow the Debtors to reorganize their non-TV business units with a substantially de-levered balance sheet utilizing new equity investments and new financing. Jim Cantelupe, of Summit Trail Advisors, LLC, assisted the Debtors in raising up to $100 million of new equity to fund the Plan. The Bankruptcy Court on Feb. 8, 2016 confirmed the Debtors' Fourth Amended Plan. A copy of the Fourth Amended Plan is available at http://is.gd/wZI1gd REPUBLIC AIRWAYS: Reaches Long-Term Agreement with United Airlines ------------------------------------------------------------------ Lillian Rizzo, writing for Daily Bankruptcy Review, reported that Republic Airways Holdings Inc. has reached a codeshare agreement with United Airlines Inc., ensuring its long-term relationship with the larger carrier and completing an integral step in its reorganization. According to the report, the accord was announced over the weekend, and Republic said it will improve annual revenue, protect pilots and overall workforce and also attract new employees. In a press release dated May 27, 2016, Republic Airways announced that it has reached an agreement with United Airlines that secures the long-term relationship between the two airlines. The motion filed today in the United States Bankruptcy Court for the Southern District of New York keeps Republic on a path towards achieving the goals established at the outset of this case. "Today's announcement further strengthens an important relationship for Republic. The agreement we have reached once approved will secure United as a long-term strategic partner, provide significant benefits to our airline, and will preserve a reliable and on-time travel experience for United's customers," said Bryan Bedford, Chairman, President and CEO of Republic. "The agreement also completes a major milestone in our reorganization effort and keeps us on schedule to achieve our goal of emerging from bankruptcy by the end of the year," Bedford added. The parties anticipate that the motion will be heard before the Honorable Sean H. Lane on June 15, 2016. The amended agreement would provide for the uninterrupted flying of all fifty-four (54) E170s and E175s currently operated by Republic for United and also for future Ejet flying by Republic for United through term extensions to all current E170 aircraft and, subject to certain conditions, expected further deliveries of E175 aircraft under revised new delivery schedules. The new agreement will become effective upon issuance of the approval order by the court. Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are serving as Republic's legal advisors in the restructuring. Seabury Securities LLC is serving as Republic's financial advisor. Sidley Austin LLP is serving as United's legal advisor. Contacts: Republic Airways Holdings Corporate Communications 317-471-2470 CorpComm@rjet.com About Republic Airways Republic Airways Holdings Inc., based in Indianapolis, is an airline holding company (NASDAQ: RJET) that owns Republic Airline and Shuttle America Corporation. Republic Airline and Shuttle America -- http://www.rjet.com/-- offer approximately 1,000 flights daily to 105 cities in 38 states, Canada, the Caribbean, and the Bahamas through Republic's fixed-fee codeshare agreements under major airline partner brands of American Eagle, Delta Connection and United Express. The airlines currently employ about 6,000 aviation professionals. On Feb. 25, 2016, Republic Airways Holdings Inc. and 6 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The Debtors have requested that their cases be jointly administered under Case No. 16-10429. The petitions were signed by Joseph P. Allman as senior vice president and chief financial officer. Judge Sean H. Lane has been assigned the cases. As of Jan. 31, 2016, on a consolidated basis, Republic had assets and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited), respectively. Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are serving as Republic's legal advisors in the restructuring. Seabury Group LLC is serving as financial advisor. Deloitte & Touche LLP is the independent auditor. Prime Clerk is the claims and noticing agent. The U.S. Trustee for Region 2 appointed seven creditors of Republic Airways Holdings Inc. to serve on the official committee of unsecured creditors. The Committee retained Morrison & Foerster LLP as attorneys and Imperial Capital, LLC, as investment banker and co-financial advisor. RETREAT AT ZIONS: Seeks to Hire Franklin Slaugh as Counsel ---------------------------------------------------------- Retreat at Zions, LLC seeks approval from the U.S. Bankruptcy Court for the District of Utah to hire Franklin Slaugh of The Law Office of Franklin L. Slaugh as its legal counsel. The Debtor will pay Mr. Slaugh $350 per hour for his services. The lawyer will receive a retainer in the amount of $5,000. Mr. Slaugh has had no prior connection to the Debtor or its creditors, according to court filings. Mr. Slaugh maintains an office at: Franklin L. Slaugh The Law Office of Franklin L. Slaugh 880 East 9400 South, Suite 103 Sandy, Utah 84094 Tel: (801) 572-4412 Email: frank@fiber.net About Retreat at Zions Retreat at Zions, LLC sought protection under Chapter 11 of the Bankruptcy Code in the District of Utah (Salt Lake City) (Case No. 16-24525) on May 25, 2016. The petition was signed by Kevin Brough, managing member. The case is assigned to Judge William T. Thurman. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. RIH ACQUISITIONS: E&Y's Bid to Dismiss Clawback Suit Denied ----------------------------------------------------------- Judge Jerrold N. Poslusny, Jr., of the United States Bankruptcy Court for the District of New Jersey denied the motion filed by Ernst & Young, LLP, to dismiss the adversary proceeding styled ALFRED T. GIULIANO, LIQUIDATION TRUSTEE, Plaintiff, v. ERNST & YOUNG, LLP, Defendant, Adv. Pro. No. 15-02347 (Bankr. D.N.J.). Alfred T. Giuliano, the liquidating trustee of RIH Acquisitions, NJ, LLC, filed an adversary complaint against Ernst & Young, LLP, seeking to avoid and recover allegedly preferential transfers totaling $109,497 and to disallow claims pursuant to 11 U.S.C. section 502(d). Ernst & Young's motion to dismiss asserted that the complaint is barred by the doctrines of (a) res judicata and (b) the law of the case. In denying the motion, Judge Poslusny held that "Because the Defendant was retained as an ordinary course professional rather than as a professional in accordance with section 327(a), the Defendant's disinterestedness was not at issue before the Court at the time the Defendant was retained. Therefore, whether the Defendant received preferential transfers was not relevant to the Court's determination of approving the Defendant's retention. Thus, the doctrines of res judicata and the law of the case do not preclude the causes of action set forth in the complaint." The bankruptcy case is In Re: RIH ACQUISITIONS NJ, LLC, Chapter 11, Debtor, Case No. 13-34483 (Bankr. D.N.J.). A full-text copy of Judge Poslusny's May 24, 2016 order is available at https://is.gd/k0X3dd from Leagle.com. Alfred T. Giuliano, as Liquidation Trustee is represented by: Carol A. Slocum, Esq. KLEHR HARRISON HARVEY BRANZBURG & ELLERS 457 Haddonfield Road - Suite 510 Cherry Hill, NJ 08002-2220 Tel: (856)486-7900 Fax: (856)486-4875 Email: cslocum@klehr.com Ernst & Young is represented by: Michael John Riela, Esqs. VEDDER PRICE PC 1633 Broadway, 47th Floor New York, NY 10019 Tel: (212)407-7700 Fax: (212)407-7799 Email: mriela@vedderprice.com About RIH Acquisitions RIH Acquisitions NJ LLC, doing business as the Atlantic Club Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-34483) on Nov. 6, 2013, in Camden, New Jersey, to sell the property in the near term. The Debtors are represented by Michael D. Sirota, Esq., and Warren A. Usatine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A. Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher LLP, in New York also represents the Debtor. Duane Morris, LLP, serves as the Debtors' special gaming regulatory counsel. Imperial Capital, LLC, serves as financial advisor and investment banker to the Debtors, while Mercer (US) Inc. serves as compensation consultant. Kurtzman Carson Consultants LLC is the Debtors' claims and noticing agent. Northlight Financial LLC, as DIP Lender, is represented by Harlan W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio; Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit, Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland, New Jersey. Financing for the Chapter 11 reorganization is being provided by Northlight Financial LLC. RIH Acquisitions NJ LLC scheduled $17,776,359 in total assets and $16,813,022 in total liabilities. Under the Debtors' joint plan of liquidation dated Feb. 28, 2014, unclassified claims including Allowed Administrative Expense Claims, Professional Compensation and Reimbursement Claims, Priority Tax Claims and DIP Credit Agreement Claims will be paid in full in Cash. An official committee of unsecured creditors appointed in the case is represented by Morton R. Branzburg, Esq., Carol Ann Slocum, Esq., and Richard M. Beck, Esq., at Klehr Harrison Harvey Branzburg LLP. The Committee hired PricewaterhouseCoopers, LLC, as financial advisor. Chief Judge Gloria M. Burns on April 14, 2014, entered an order (i) approving, on a final basis, the Disclosure Statement; and (ii) confirming the Joint Plan of Liquidation of RIH Acquisitions NJ, LLC and RIH Propco NJ, LLC dated Feb. 28, 2014. ROSETTA GENOMICS: Officers Buy Ordinary Shares ---------------------------------------------- Rosetta Genomics Ltd. disclosed with the Securities and Exchange Commission that certain officers of the Company have purchased ordinary shares in open market purchases as follows: Shares Date of Aggregate Name/Title Purchased Purchase Purchase Price ---------- --------- -------- -------------- Kenneth Berlin 20,000 5/26/16 23,489.47 President and CEO Ron Kalfus 3,500 5/26/16 4,060.00 CFO About Rosetta Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to develop and commercialize new diagnostic tests based on a recently discovered group of genes known as microRNAs. MicroRNAs are naturally expressed, or produced, using instructions encoded in DNA and are believed to play an important role in normal function and in various pathologies. The Company has established a CLIA- certified laboratory in Philadelphia, which enables the Company to develop, validate and commercialize its own diagnostic tests applying its microRNA technology. Rosetta Genomics reported a loss from continuing operations of US$17.34 million on US$8.26 million of total revenues for the year ended Dec. 31, 2015, compared to a loss from continuing operations of US$14.52 million on US$1.32 million of total revenues for the year ended Dec. 31, 2014. SABBATICAL INC: Seeks to Hire Whiteford as Legal Counsel -------------------------------------------------------- Sabbatical, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to hire Whiteford, Taylor and Preston, LLP as its legal counsel. Sabbatical tapped the firm to: (a) give advice about its powers and duties as a debtor-in- possession; (b) represent the Debtor in defense of any proceeding instituted to reclaim property or to obtain relief from the automatic stay; (c) prepare legal papers; (d) assist the Debtor when it sells its assets; (e) assist the Debtor in preparing its schedules and statement of financial affairs; (f) assist the Debtor in preparing a plan and a disclosure statement; and (g) assist the Debtor in other legal matters, including securities, corporate, real estate, tax, intellectual property, employee relations, general litigation, and bankruptcy legal work. The current hourly rates of the principal attorneys and paralegals proposed to represent the Debtor are: Michael J. Roeschenthaler $575 Daniel Vorsteg $530 Kelly E. McCauley $325 Kathleen McCruden $280 Other attorneys and paralegals will render services to the Debtor if needed. Generally, Whiteford's hourly rates range from $480 to $670 for partners and "of counsel;" $310 to $390 for associates; and $280 for legal assistants and paralegals. Mr. Roeschenthaler, a partner at Whiteford, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Whiteford can be reached through: Michael J. Roeschenthaler Whiteford, Taylor and Preston 500 Grant Street, Suite 2900 Pittsburgh, PA 15219 Email: info@wtplaw.com About Sabbatical Inc. Sabbatical, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the Southern District of West Virginia (Huntington) (Case No. 16-30247) on May 18, 2016. The petition was signed by Dennis Johnson, president. The case is assigned to Judge Frank W. Volk. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. SKYLINE CORP: Files 2015 Conflict Minerals Report ------------------------------------------------- Skyline Corporation disclosed it conducted a reasonable country of origin inquiry pursuant to Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to Dec. 31, 2015. In conducting its reasonable country of origin inquiry, the Corporation utilized a conflict minerals reporting template developed by the Electronics Industry Citizenship Coalition and the Global e-Sustainability Initiative. The Corporation identified 96 of its 184 suppliers where the presence of tin, tantalum, tungsten, and gold (3TG) may exist in products purchased. In May 2016, the template was sent electronically to these suppliers. Responses to the template were received and stored in an internally developed database system that categorized responses. Suppliers that did not initially respond to the inquiry were contacted with requests to complete and submit the template. The Corporation received responses from 82 suppliers. Based on responses given by these suppliers, the Corporation determined the following: * 3TG is not present in products purchased * 3TG is present in products purchased but does not originate from the Democratic Republic of Congo or an adjoining country * 3TG that is conflict-free is present in products purchased and originate from the Democratic Republic of Congo or an adjoining country * 3TG is present in products purchased but comes from scrap or recycled sources * Uncertainty with a supplier whether 3TG is present in products purchased * 3TG is present in products purchased with no reason to believe that the metals originated in the Democratic Republic of Congo or an adjoining country. The Form SD is available in the Corporation's Investor Relations section of its internet website at www.skylinecorp.com. About Skyline Corp Skyline Corporation was originally incorporated in Indiana in 1959, as successor to a business founded in 1951. Skyline Corporation and its consolidated subsidiaries designs, produces and markets manufactured housing, modular housing and park models to independent dealers and manufactured housing communities located throughout the United States and Canada. Manufactured housing is built to standards established by the U.S. Department of Housing and Urban Development, modular homes are built according to state, provincial or local building codes, and park models are built according to specifications established by the American National Standards Institute. For the year ended May 31, 2015, the Company reported a net loss of $10.41 million compared to a net loss of $11.9 million for the year ended May 31, 2014. As of Feb. 29, 2016, Skyline Corp had $50.5 million in total assets, $26.7 million in total liabilities and $23.8 million in total shareholders' equity. Crowe Horwath LLP, in Fort Wayne, Indiana, issued a "going concern" qualification on the consolidated financial statements for the year ended May 31, 2015, citing that the Company has incurred recurring operating losses and negative cash flows from operating activities. The Company has a line of credit in place, however prospective debt covenant violations may limit the Company's ability to access these funds which would impact its liquidity. These matters raise substantial doubt about the Company's ability to continue as a going concern. SUNEDISON INC: Conflict Minerals Report Filed --------------------------------------------- SunEdison, Inc., filed with the Securities and Exchange Commission a Form SD, Conflict Minerals Report, for the reporting period January 1, 2015 to December 31, 2015. The Conflict Minerals Report includes a brief description of the reasonable country of origin inquiry conducted by the Company required by the Rule. A copy of the Conflict Minerals Report is available at https://is.gd/wLjY8l About SunEdison, Inc. SunEdison, Inc., is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong signed the petitions as senior vice president, general counsel and secretary. The Debtors disclosed total assets of $20.71 billion and total debts of $16.14 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. An official committee of unsecured creditors has been appointed in the case. The committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. TANGO TRANSPORT: Selling Louisiana Property to LJH for $1.4M ------------------------------------------------------------ Tango Transport, LLC, on May 17, 2016, filed a motion asking the U.S. Bankruptcy Court for the Eastern District of Texas, Sherman Division, for an order authorizing the sale of property to LJH Acquisitions, LLC. The Debtor entered into a Real Estate Sales Contract with LJH, as buyer, effective as of April 1, 2016, for the sale of certain real property referred to as 130 Corporate Drive, Sibley, Louisiana, being Webster Parish, tax ID #: 107367, being 9.85 acres more or less together with all improvements thereon as well as certain personal property. The Property is one of the assets of TTL's bankruptcy estate. Post-petition, the Buyer has indicated that it still wishes to acquire the Property pursuant to the terms of the Contract as amended by the Amendment. Under the terms of the Contract, the Buyer has offered to purchase the Property for the total purchase price of $1.4 million. The Contract does not contain any financing contingencies and subject to certain diligence items the Buyer is ready to close pending approval of the Contract by the Court. The Contract provides for broker fees to be paid out of the proceeds of the sale of the Property. All net proceeds from the sale of the Property will be deposited by TTL into its debtor in possession account and will be retained until such time as the Court enters an order(s) directing their proper allocation and distribution. Any and all liens, claims, interests, and encumbrances against the Property will attach to said proceeds, with the same extent, validity, and priority as otherwise exists. Selling the Property pursuant to the terms of the Contract is based upon TTL's sound business judgment and TTL believes that the proposed sale will maximize the value of the Property which is in the best interest of TTL's creditors and its estate. TTL will present evidence at the Sale Hearing that the Purchase Price maximizes value to TTL's creditors and the estate and is in their best interest. All parties-in-interest will be given sufficient opportunity to object to the relief requested in this Motion, and any such entity that does not object to the sale of the Property should be deemed to have consented. Tango Transport, LLC, is represented by: Keith W. Harvey State Bar No. 09180100 6510 Abrams Road, Suite 280 Dallas, Texas 75231 Phone: (972) 243-3960 Facsimile: (972) 241-3970 About Tango Transport Tango Transport, LLC provides dry van and flatbed services. It offers over-the-road truckload services; and dedicated/private fleet conversion, expedited, third party logistics, heavy hauling, and brokerage services. The company also provides logistic services, including warehouse and distribution, warehouse management, inventory control, freight payment and audit, and transportation control services; and reverse logistics solutions. It serves Fortune 500 companies in the United States. The company was founded in 1991 and is based in Shreveport, Louisiana. It operates a terminal in Shreveport, Louisiana; and facilities in Sibley, Louisiana; West Memphis, Arkansas; and Madisonville, Kentucky. Tango Transport, LLC sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern District of Texas (Sherman) (Case No. 16-40642) on April 6, 2016. The petition was signed by B.J. Gorman, president of Gorman Group, Inc., sole member of Debtor. The Debtor is represented by Keith William Harvey, Esq., at The Harvey Law Firm, P.C. The Debtor estimated assets of $0 to $50,000 and debts of $10 million to $50 million. TONGJI HEALTHCARE: Incurs $125,000 Net Loss in First Quarter ------------------------------------------------------------ Tongji Healthcare Group, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $125,305 on $501,666 of total operating revenue for the three months ended March 31, 2016, compared to a net loss of $70,196 on $550,782 of total operating revenue for the same period in 2015. As of March 31, 2016, the Company had $16.92 million in total assets, $19.93 million in total liabilities and a total stockholders' deficit of $3.01 million. The Company's working capital was negative $18,004,426 as of March 31, 2016, as compared with negative $17,782,721 as of Dec. 31, 2015, a decrease of $221,705, which is primarily attributable to the increase in related party loan of approximately $137,557 and decrease in medical supplies of $80,968. A full-text copy of the Form 10-Q is available for free at: https://is.gd/L23IlA About Tongji Healthcare Based in Nanning, Guangxi, the People's Republic of China, Tongji Healthcare Group, Inc., a Nevada corporation, operates Nanning Tongji Hospital, a general hospital with 105 licensed beds. Tongji reported a net loss of $589,000 on $2.37 million of total operating revenue for the year ended Dec. 31, 2015, compared to a net loss of $462,000 on $2.52 million of total operating revenue for the year ended Dec. 31, 2014. Anton & Chia, LLP, in Newport Beach, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015. UD DISSOLUTION: Sphere 3D's Bid to Withdraw Reference Denied ------------------------------------------------------------ Judge Tena Campbell of the United States District Court for the District of Utah, Central Division, denied, without prejudice, the Motion for Withdrawal of Bankruptcy Reference of the adversary proceeding captioned UD DISSOLUTION LIQUIDATING TRUST, Plaintiff, v. SPHERE 3D CORPORATION, incorporated under the laws of the Province of Ontario, Canada, et al., Defendants, Case No. 2:15-cv-903-TC (D. Utah). The adversary proceeding was filed in connection with the bankruptcy of UD Dissolution Corporation and concerns a dispute under an Asset Purchase Agreement between the debtor, on the one hand, and Sphere 3D Corporation and V3 Systems Holdings, Inc. on the other hand. A full-text copy of Judge Campbell's May 18, 2016 order and memorandum decision is available at https://is.gd/X6IP8H from Leagle.com. The bankruptcy case is In re UD DISSOLUTION CORPORATION (formerly known as V3 Systems, Inc.) Debtor, Bankruptcy Case No. 14-32546 (Bankr. D. Utah). Sphere 3D, V3 Systems, Peter Tassiopoulos, Jason D. Meretsky, Eric L. Kelly, Peter Ashkin, Daniel J. Bordessa, Vivekanand Mahadevan are represented by: Milo Steven Marsden, Esq. Peggy Hunt, Esq. Sarah E. Goldberg, Esq. DORSEY & WHITNEY Kearns Building 136 South Main Street, Suite 1000 Salt Lake City, UT 84101-1685 Tel: (801)933-7360 Fax: (801)933-7373 Email: marsden.steve@dorsey.com hunt.peggy@dorsey.com goldberg.sarah@dorsey.com UD Dissolution Liquidating Trust is represented by: Kevin N. Anderson, Esq. Douglas J. Payne, Esq. Peter W. Billings, Esq. FABIAN VAN COTT 215 South State Street, Suite 1200 Salt Lake City, UT 84111-2323 Tel: (801)531-8900 Fax: (801)596-2814 Email: kanderson@fabianvancott.com dpayne@fabianvancott.com pbillings@fabianvancott.com ULTRA PETROLEUM: Hires Jackson Walker as Co-counsel --------------------------------------------------- Ultra Petroleum Corp., et al., seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Jackson Walker LLP as co-counsel to the Debtors. Ultra Petroleum requires Jackson Walker to: -- provide legal advice and services regarding local rules, practices, and procedures; -- provide certain services in connection with administration of the chapter 11 cases, including, without limitation, preparing agenda letters, hearing notices, and hearing binders of documents and pleadings; -- review and comment on proposed drafts of pleadings to be filed with the Court as local bankruptcy counsel to the Debtors; -- at the request of the Debtors, appear in Court and at any meeting with the U.S. Trustee and any meeting of creditors at any given time on behalf of the Debtors as their local and conflicts bankruptcy co-counsel; -- perform all other services assigned by the Debtors to the Firm as local and conflicts bankruptcy co-counsel to the Debtors; and -- provide legal advice and services on any matter on which K&E may have a conflict. Jackson Walker will be paid at these hourly rates: Patricia B. Tomasco $675 Matthew D. Cavenaugh $515 Jennifer F. Wertz $415 Other attorneys $275-$745 Paralegal $215 On April 14, 2016, Jackson Walker received a retainer of $50,000.00 for services performed and to be performed in connection with and in contemplation of the filing of this case, of which $48,433.50 was used for pre-petition services and expenses. Jackson Walker will also be reimbursed for reasonable out-of-pocket expenses incurred. Patricia B. Tomasco, partner in the law firm of Jackson Walker 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. Jackson Walker can be reached at: Patricia B. Tomasco, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Tel: (713) 752-4200. Fax: (713) 752-4221 E-mail: ptomasco@jw.com About Ultra Petroleum Ultra Petroleum Corp. is an independent oil and gas company engaged in the development, production, operation, exploration and acquisition of oil and natural gas properties. Ultra Petroleum Corp. and its affiliates filed separate Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 16-32202 to 16-32209) on April 29, 2016. The Hon. Marvin Isgur presides over the cases. James H.M. Sprayregen, P.C., David R. Seligman, P.C., Michael B. Slade, Esq., Christopher T. Greco, Esq., and Gregory F. Pesce, Esq., at KIRKLAND & ELLIS LLP; and Patricia B. Tomasco, Esq., Matthew D. Cavenaugh, Esq., and Jennifer F. Wertz, Esq., at JACKSON WALKER, L.L.P., serve as counsel to the Debtors. Rothschild Inc. serves as the Debtors' investment banker; Petrie Partners serves as their investment banker; and Epiq Bankruptcy Solutions, LLC, serves as claims and noticing agent. Ultra Petroleum Corp. listed total assets of $1.28 billion and total liabilities of $3.91 billion as of March 31, 2016. The petitions were signed by Garland R. Shaw, chief financial officer. The Company's common stock commenced trading on the OTC Pink Marketplace under the symbol "UPLMQ" on May 3, 2016. The Office of the U.S. Trustee has appointed seven creditors of Ultra Petroleum Corp. to serve on the official committee of unsecured creditors. ULTRA PETROLEUM: Hires Kirkland as Counsel ------------------------------------------ Ultra Petroleum Corp., et al., seek authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Kirkland & Ellis LLP and Kirkland & Ellis International LLP as counsel to the Debtors. Ultra Petroleum requires Kirkland 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. advise and consult on the conduct of the chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11; c. attend meetings and negotiate with representatives of creditors and other parties in interest; d. take all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors, and representing the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; e. prepare pleadings in connection with the chapter 11 cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; f. advise the Debtors in connection with any potential sale of assets; g. appear before the Court and any appellate courts to represent the interests of the Debtors' estates; h. advise the Debtors regarding tax matters; i. take any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and j. perform all other necessary legal services for the Debtors in connection with the prosecution of the chapter 11 cases, including: (i) analyzing the Debtors' leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtors; and (iii) advising the Debtors on corporate and litigation matters. Kirkland will be paid at these hourly rates: Partners $875-$1,445 Counsel $480-$1,445 Associates $510-$945 Paraprofessionals $180-$400 On January 25, 2016, the Debtors paid $500,000 to Kirkland, which constituted an advance payment retainer. The Debtors also paid Kirkland additional advance payment retainers totaling $1,800,000 in the aggregate. Kirkland will also be reimbursed for reasonable out-of-pocket expenses incurred. David R. Seligman, member of the firm Kirkland & Ellis 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. Kirkland can be reached at: David R. Seligman, Esq. KIRKLAND & ELLIS LLP 300 North LaSalle, Chicago, IL 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 About Ultra Petroleum Ultra Petroleum Corp. is an independent oil and gas company engaged in the development, production, operation, exploration and acquisition of oil and natural gas properties. Ultra Petroleum Corp. and its affiliates filed separate Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 16-32202 to 16-32209) on April 29, 2016. The Hon. Marvin Isgur presides over the cases. James H.M. Sprayregen, P.C., David R. Seligman, P.C., Michael B. Slade, Esq., Christopher T. Greco, Esq., and Gregory F. Pesce, Esq., at KIRKLAND & ELLIS LLP; and Patricia B. Tomasco, Esq., Matthew D. Cavenaugh, Esq., and Jennifer F. Wertz, Esq., at JACKSON WALKER, L.L.P., serve as counsel to the Debtors. Rothschild Inc. serves as the Debtors' investment banker; Petrie Partners serves as their investment banker; and Epiq Bankruptcy Solutions, LLC, serves as claims and noticing agent. Ultra Petroleum Corp. listed total assets of $1.28 billion and total liabilities of $3.91 billion as of March 31, 2016. The petitions were signed by Garland R. Shaw, chief financial officer. The Company's common stock commenced trading on the OTC Pink Marketplace under the symbol "UPLMQ" on May 3, 2016. The Office of the U.S. Trustee has appointed seven creditors of Ultra Petroleum Corp. to serve on the official committee of unsecured creditors. VERSO CORPORATION: Wisconsin Objects to Plan Releases ----------------------------------------------------- The State of Wisconsin, by Attorney General Brad Schimel and Assistant Attorneys General F. Mark Bromley and Theresa M. (Esa) Anzivino, objects to confirmation of Verso Corp.'s Third Amended Joint Chapter 11 Plan, saying the failure of the Debtors' plan to acknowledge and address their post-confirmation responsibility for environmental compliance violates 11 U.S.C. Sec. 1123(a)(5). "Debtors' Plan contains broad injunctions against enforcement of claims following confirmation. Because Wisconsin had prepetition rights to enforce its environmental laws with regard to Debtors' Wisconsin real estate, and because the term "claim" is broadly construed, it is possible for the Plan provisions to be read to impinge upon Wisconsin's police-power right to enforce its environmental laws post-confirmation," the filing said. "The Plan also contains a broad release clause that purports to release Debtors from all claims existing or subsequently arising that relate in any way to the Debtors or to the Debtors in Possession. This broad release infringes on Wisconsin's post-confirmation right to require environmental remediation and to enforce remediation requirements using the full powers of the State." The Debtors operate paper manufacturing sites in the State of Wisconsin. Wisconsin forecasts the need to enforce its police-power environmental laws and administrative rules at these sites. The state is represented by: F. Mark Bromley Wisconsin Department of Justice Post Office Box 7857 Madison, WI 53707-7857 Phone: 608/264-6201 Fax: 608/267-2223 E-mail: bromleyfm@doj.state.wi.us On March 26, 2016, the Debtors filed their Chapter 11 Plan of Reorganization and the Disclosure Statement related thereto. On May 13, 2016, the Bankruptcy Court entered a corrected order approving the Disclosure Statement. The Bankruptcy Court will hold a hearing to consider confirmation of the Plan on June 23, 2016 at 10:00 a.m. (EDT). The Debtors' counsel: O'Melveny & Myers LLP Times Square Tower 7 Times Square New York, NY 10036 Phone: 212.326.2000 Fax: 212.326.2061 George A. Davis, Esq. Peter Friedman, Esq. Andrew M. Parlen, Esq. Diana M. Perez, Esq. - and - Richards, Layton & Finger, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 http://www.rlf.com/ Fax: 302.651.7701 Mark D. Collins, Esq. Michael J. Merchant, Esq. The Debtors' Restructuring Advisors: Alvarez & Marsal, LLC 600 Madison Ave New York, NY 10022 Phone: 212.759.4433 Fax: 212.759.5532 Dennis Stogsdill Counsel to the Official Committee of Unsecured Creditors: Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY 10020 Phone: 212.262.6700 Fax: 212.262.7402 Kenneth A. Rosen, Esq. - and - Lowenstein Sandler LLP 65 Livingston Avenue Roseland, NJ 07068 Phone: 973.597.2374 Fax: 973.597.2375 Sharon L. Levine, Esq. - and - Womble Carlyle Sandridge & Rice, LLP 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Phone: 302.252.4320 Fax: 302.252.4330 Thomas M. Horan, Esq. Ericka F. Johnson, Esq. About Verso Corporation Verso Corporation claims to be the leading North American producer of coated papers, which are used primarily in magazines, catalogs, high-end advertising brochures and annual reports, among other media and marketing publications. It employs approximately 5,200 personnel. Verso Corporation and 26 of its affiliates, including NewPage Corporation, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10163 to 16-10189, respectively) on Jan. 26, 2016. The petitions were signed by David Paterson, the president and CEO. The Debtors disclosed total assets of $2.9 billion and total debts of $3.87 million. The Debtors have engaged O'Melveny & Myers LLP as general counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP as corporate counsel, Richards, Layton & Finger, P.A. as Delaware counsel, PJT Partners L.P. as investment banker, Alvarez & Marsal North America, LLC as financial advisor and Prime Clerk LLC as claims and noticing agent. The U.S. Trustee for Region 3 has appointed seven creditors of Verso Corp. and its affiliates to serve on the official committee of unsecured creditors. VERTELLUS SPECIALTIES: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Vertellus Specialties Inc. 16-11290 201 N. Illinois Street, Suite 1800 Indianapolis, IN 46204 Vertellus Specialties Holdings Corp. 16-11289 Vertellus Agriculture and Nutrition Specialties LL 16-11291 Tibbs Avenue Company 16-11292 Vertellus Specialties PA LLC 16-11293 Vertellus Health & Specialty Products LLC 16-11294 Vertellus Specialties MI LLC 16-11295 Vertellus Performance Materials Inc. 16-11296 Rutherford Chemicals LLC 16-11297 Solar Aluminum Technology Services 16-11298 MRM Toluic Company, Inc. 16-11299 Type of Business: Manufacturer of chemicals which are used in the creation of a number of agricultural and pharmaceutical formulations Chapter 11 Petition Date: May 31, 2016 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Christopher S. Sontchi Debtors' Counsel: Stuart M. Brown, Esq. Kaitlin M. Edelman, Esq. DLA PIPER LLP (US) 1201 North Market Street, Suite 2100 Wilmington, Delaware 19801 Tel: (302) 468-5700 Fax: (302) 394-2341 E-mail: stuart.brown@dlapiper.com kaitlin.edelman@dlapiper.com - and - Richard A. Chesley, Esq. Daniel M. Simon, Esq. David E. Avraham, Esq. DLA PIPER LLP (US) 203 N. LaSalle Street, Suite 1900 Chicago, Illinois 60601 Tel: (312) 368-4000 Fax: (312) 236-7516 E-mail: richard.chesley@dlapiper.com daniel.simon@dlapiper.com david.avraham@dlapiper.com Debtors' Investment Banker: JEFFERIES LLC Debtors' Chief Restructuring Officer: Andrew Hinkelman FTI CONSULTING, INC. Debtors' Claims & Noticing Agent: KURTZMAN CARSON CONSULTANTS Estimated Assets: $100 million to $500 million Estimated Debt: $500 million to $1 billion The petitions were signed by Anne Frye, vice president, secretary and general counsel. List of Vertellus Specialties' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Pension Benefit Pension TBD Guaranty Corp 1200 K Street, N.W. Washington DC 20005-4026 Tel: 202-326-4242 Fax: 202-326-4112 Aresenal Capital Note TBD 31, 100 Park Ave New York, NY 10017 Tel: 212-771-1717 Fax: 212-771-1718 Wells Fargo Institutional Trade Debt $493,983 MAC T9914-010 Waco, TX 76702 Tel: 254-761-6971 Fax: 888-848-5011 E-mail: texascsc@wellsfargo.com Barnes & Thornburg Professional $61,407 E-mail: donna.godsey@btlaw.com Services Microsoft Corporation Trade Debt $46,030 lfoote@microsoft.com David M. Peterson, PE, PC Professional $29,343 dmpete@dmpete.cnc.net Services Entec Polymers LLC Trade Debt $16,992 sdavid@entecresins.com Technology Sciences Group Inc. Professional $16,053 vellison@tsgusa.com Services Robert A Woods Professional $15,000 rwoods9014@gmail.com Services URS Corporation Trade Debt $12,982 tina.maniatis@aecom.com SHI International Corp. Trade Debt $12,860 Cody_Bielenda@SHI.com Ovation Polymers Trade Debt $5,000 dhenderson@opteminc.com Innowera LLC Trade Debt $4,230 sales@innowera.com Sharp Business Systems Trade Debt $4,036 wendi.hopewell@sharpusa.com Fisher Scientific Company LLC Trade Debt $3,461 jennifer.gleissner@thermofisher.com Velocity Services LLC Trade Debt $3,368 mmaggiovs@yahoo.com Service Express, Inc. Trade Debt $3,216 jjohnson@seiservice.com Federal Express Corporation Trade Debt $3,078 American Welding & Gas Trade Debt $2,905 dennis.couts@amwelding.com Kinsley Group Trade Debt $2,400 Leadership Development ebermes@kingsleygroup.com WAFERGEN BIO-SYSTEMS: Stockholders Elect 7 Directors ---------------------------------------------------- WaferGen Bio-systems, Inc., held its 2016 annual meeting of stockholders on May 25, at which the stockholders: (a) elected Rolland Carlson, Dean Hautamaki, Makoto Kaneshiro, Joel Kanter, William McKenzie, Robert Schueren and Ivan Trifunovich as directors to serve for one year terms until the 2017 annual meeting of the stockholders or until their successors are duly elected and qualified; (b) approved the grant of discretionary authority to the Board of Directors to amend the Company's Amended and Restated Articles of Incorporation to effect a reverse stock split of the Company's outstanding shares of common stock, at any time within one year after stockholder approval is obtained, by a ratio of not less than one-for-two and not more than one-for-ten, with the exact ratio to be set within this range as determined by the Board of Directors in its sole discretion; (c) approved the amendments to the 2008 Plan; (d) ratified the appointment of SingerLewak LLP as the Company's independent auditors for the fiscal year ending Dec. 31, 2016; and (e) approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers. The amendment to the 2008 Stock Incentive Plan adds an additional 2,500,000 shares to the 2008 Plan, for a total of 3,714,589 shares of common stock available for issuance under the 2008 Plan, extends the 2008 Plan's expiration date, re-approves the material terms of the 2008 Plan for purposes of Section 162(m) of the Internal Revenue Code of 1986 and makes certain other changes to the 2008 Plan. 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. 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. WOO LI INC: Hires Jones as Counsel ---------------------------------- Woo Li, Inc. d/b/a Beverage City Package Store, seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Jones & Walden, LLC as counsel to the Debtor. Woo Li, Inc. requires Jones to: (a) prepare pleadings and applications; (b) conduct examination; (c) advise Debtor of its rights, duties and obligations as a debtor-in-possession; (d) consult with Debtor and represent Debtor with respect to a Chapter 11 plan; (e) perform those legal services incidental and necessary to the day-to-day operations of Applicant's business, including, but not limited to, institution and prosecution of necessary legal proceedings, and general business legal advice and assistance; (f) take any and all other action incident to the proper preservation and administration of Applicant's estate and business. Jones will be paid at these hourly rates: Attorney $200-$350 Legal Assistants $90 Cameron M. McCord, partner in the law firm of Jones & Walden, 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. Jones can be reached at: Cameron M. McCord JONES & WALDEN, LLC 21 Eighth Street, NE Atlanta, GA 30309 Tel: (404) 564-9300 Fax: (404) 564-9301 E-mail: cmccord@joneswalden.com About Woo Li, Inc. Woo Li, Inc. filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 16-58865) on May 21, 2016. The petition was signed by Taeuk Kang, president. The Debtor estimated assets of $100,000 to $500,000 and estimated liabilities of $1 million to $10 million. ********* 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 ***