/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/160615.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 15, 2016, Vol. 20, No. 167 Headlines 2473304 ONTARIO: In CCAA Proceedings, Richter Named as Monitor 40-01 NORTHERN: Wants 90-Day Extension of Plan Filing Period ABC DISPOSAL: Creditors' Panel Hires Jager Smith P.C. as Counsel ABENGOA BIOENERGY: Taps Ocean Park Advisors as Investment Banker ADVANCED ROOFING: Selling Genie Boom Lift to Anthony Marano AFFINITY HEALTH CARE: PCO Issues Report on Quality of Care AK STEEL: Moody's Assigns B2 Rating on $380MM Sr. Sec. Notes ALPHA DINER: Taps Spyro Kekatos & Associates as Accountant ALTERNATIVES LIVING: Seeks to Hire Gilmore as Auctioneer AMERICAN EAGLE: Oppositions to Chapter 7 Conversion Filed ANIMAS WELL SERVICES: Files Ch. 11 Liquidating Plan ANIXTER INTERNATIONAL: Egan-Jones Cuts FC Sr. Unsec. Rating to BB+ ANTHONY MANNINO: Plan Proposes 2.25% Recovery for Unsecureds ATK OILFIELD: Receiver Seeks to Sell Assets to Ritchie Bros. ATO RESTAURANT: Hires Backenroth Frankel & Krinsky as Counsel ATO RESTAURANT: Hires Reinhardt LLP as Litigation Counsel AV HOMES: Egan-Jones Cuts FC Sr. Unsec. Debt Rating to CCC+ AXIALL CORP: Moody's Puts 'Ba2' CFR on Review for Upgrade B&G FOODS: Egan-Jones Cuts FC Sr. Unsec. Rating to BB- BATS GLOBAL: Moody's Puts 'B1' CFR on Review for Upgrade BENZIE LEASING: Honor Bank Agrees to 90-Day Cash Collateral Deal BEUTLER'S LAWN & GARDEN: Selling Flint, MI Property for $157K BLUE EARTH: Filed Ch. 11 Plan, Got Disclosure Statement Approved BOMBARDIER RECREATIONAL: Moody's Rates US$700MM Term Loan Ba3 BOWIE RESOURCE: S&P Lowers CCR to 'CCC+' on Limited Liquidity BREITBURN ENERGY: Egan-Jones Assigns 'D' Sr. Unsec. Debt Rating BUCKTAIL MEDICAL: PCO Says Bankruptcy Didn't Affect Care BUDD COMPANY: Retiree Committee Can Execute BCBS, CDS Agreements BUDD COMPANY: UAW Wants VEBA Established CENTRAL GARDEN: Egan-Jones Cuts Sr. Unsec. Ratings to B+ CENTURY ALUMINUM: Egan-Jones Lowers FC Sr. Unsec. Rating to B- CHAPARRAL ENERGY: Ad Hoc Committee Objects to Evercore Fees CHAPARRAL ENERGY: Sec. 341 Meeting Set on June 17 CHAPARRAL ENERGY: US Trustee Objects to Evergreen Retainers CHARLES MICHAEL SWAN: July 21 Plan Confirmation Hearing CHOUDRIES INC: Case Summary & 20 Largest Unsecured Creditors CITICARE, INC: Patient Care Ombudsman Report Due June 17 COLFAX GROUP: Egan-Jones Cuts FC Sr. Unsec. Rating to BB+ CONSTELLATION ENTERPRISE: Seeks Approval of Bid Procedures CORE RESOURCE: Voluntary Chapter 11 Case Summary COTT CORP: Moody's Assigns B3 Rating on New EUR450MM Sr. Bonds COWAN ROAD: Hyneman Buys Harrison County Property for $1.60M DJWV1 LLC: Hires Offutt Nord Burchett as Attorneys DORAL FINANCIAL: $16-Mil. UMB Settlement Approved DUER WAGNER: Asks Court to Approve Additional Services from PwC ELKVIEW RECLAMATION: Hires Offutt Nord Burchett as Attorneys ENERGY XXI: Files Schedules of Assets and Liabilities FIELDWOOD ENERGY: S&P Lowers CCR to 'SD' on Distressed Exchanges FIRST QUALITY: S&P Affirms 'BB' CCR, Outlook Negative FOREST PARK: Withdraws From Sale to Methodist Hospital FRONTIER SALOON: Taps Eric A. Liepins as Legal Counsel GENESIS HEALTHCARE: Moody's Affirms Ba2 Rating on $295MM Debt GENWORTH FINANCIAL: Egan-Jones Cuts Sr. Unsec. Debt Rating to BB- GLOBAL MINISTRIES: S&P Lowers Rating on 2011A Housing Bonds to 'D' GOLDEN - 24TH REALTY: Hires Vogel Bach & Horn as Counsel GONZALEZ GROUP: Comerica Bank Consents to Postpetition Financing GOOD SHEPHERD: S&P Lowers Underlying Rating on Bonds to 'B-' GREENHUNTER RESOURCES: Hires Sperry Van Ness as Broker GRIZZLY CATTLE: Ch.11 Trustee Hires Sender Wasserman as Attorneys GRIZZLY LAND: Chapter 11 Trustee Taps Moye White as Counsel GUS HIONAS: Disclosure Statement Hearing Set for July 14 HAL PRESTON WHITNEY: Unsecureds to Recoup 100% Under Plan HARRINGTON & KING: Hires Beacon's Mitria as Financial Advisor HARRINGTON & KING: Hires William J Factor as Counsel HASTINGS ENTERTAINMENT: Files for Bankruptcy, in Search of Buyer HASTINGS ENTERTAINMENT: Joint Administration of Cases Sought HASTINGS ENTERTAINMENT: Proposes Rust/Omni as Claims Agent HASTINGS ENTERTAINMENT: Seeks 30-Day Extension to File Schedules HASTINGS ENTERTAINMENT: To Continue Closing Sales at 40 Stores HOSPITAL AUDIENCES: Hires Citrin Cooperman as Accountants HOSPITAL AUDIENCES: Hires Klestadt Winters as Counsel INSTITUTE OF CARDIOVASCULAR: U.S. Trustee to Appoint PCO JACK DEMPSEYS: Unsecured Creditors to Recoup 5% Under Plan JAMES A. CRIPE: Court Denies Approval of Disclosure Statement JOHNSON MEMORIAL: PCO Reports No Complaints on Quality of Care JOSEPH SATIRA: Ch.11 Plan Pays Unsecured Creditors in 5 Years KAROBO INC: Hires 1st American Realty Group as Realtor KAROBO INC: Hires Harry J. Lufft as Accountant KAROBO INC: Hires Peter Petrou as Attorney KENNAMETAL INC: Egan-Jones Cuts FC Sr. Unsec. Rating to BB+ KEVIN CHRISTOPHER GLEASON: Plan Earmarks $25,000 for Unsecureds KEVIN SMITH: Plan Pays $266,500 to Unsecured Creditors in 20 Yrs KID BRANDS: Creditors' Panel Hires Gellert Scali as Counsel L BRANDS: Moody's Assigns Ba1 Rating on Proposed $700MM Notes L BRANDS: S&P Assigns 'BB+' Rating on New $700MM Sr. Notes Due 2036 LAQUINTA INN: First Bank Objects to Disclosure Statement LIFE PARTNERS: Trustee, Panel Object to Vida Plan Outline LINN ENERGY: Hires AlixPartners as Restructuring Advisor LINN ENERGY: Seeks Approval of Employee Compensation Programs LINN ENERGY: Seeks to Hire PwC as Tax Consultant LITTLE KENTUCKY ELK: Hires Offutt Nord Burchett as Attorneys LUCKY CATS: Can Finance E&O Insurance Premium with IPFS Corp. M SPACE HOLDINGS: Seeks to Pay $211K to 9 Non-Insider Employees MANUFACTURERS ASSOCIATES: Secures Interim Cash Collateral Order MARIA'S MONT BLANC: Hires Amodeo as Auctioneer MCK MILLENIUM: Court Signs 2nd Interim Cash Collateral Order MEDNAX'S INC: Moody's Retains Ba2 Rating on Cardon Acquisition MEDOMICS LLC: PCO Satisfied; Doesn't See Need for Further Visits MERRY UNWIN KAASTAD: Disclosure Statement Has Final Approval MICHAEL A. BOOHER: July 21 Plan Confirmation Pretrial Conference MOUSSIE PROCESSING: Hires Offutt Nord Burchett as Attorneys NEWBURY COMMON: 100 Prospect Can Use Cash Collateral Up To Aug. 15 NEWBURY COMMON: 300 Main Street Cash Collateral Use Approved NEWBURY COMMON: 88 Hamilton Can Use Cash Collateral Until Aug. 15 NEWBURY COMMON: Clocktower Close Allowed to Use Cash Collateral NEWBURY COMMON: Seeks $20-Mil. DIP Financing From Webster Bank NORANDA ALUMINUM: Oracle Submits Objection to Downstream Sale OCONEE REGIONAL: S&P Lowers Rating on 1998 Revenue Debt to 'D' OUTER HARBOR: Time to Remove Actions Extended to Aug. 1, 2016 PACIFIC SUNWEAR: Objects to Class Claim and Estimation Motions PALMAZ SCIENTIFIC: Proposes to Sell Assets for At Least $22.6M PARADIGM EAST: Seeks to Hire Wasserman as Legal Counsel PARAGON OFFSHORE: Paul Weiss, Young Conaway Represent Noteholders PATSCO LP: Plan Proposes to Pay Claims in Full from Sale Proceeds PBF ENERGY: Egan-Jones Cuts Sr. Unsecured Ratings to BB- PEAK WEB: Case Summary & 20 Largest Unsecured Creditors PENNGOOD LLC: Taps Katrina Vaughan as Accountant POLLYANNA PROPERTIES: Hires Simon Hayes Resnik as General Counsel PREFERRED CONCRETE: Cuts Cash Collateral Deal with IRS PREMIER EXHIBITIONS: Files Voluntary Ch.11 Bankruptcy Petition PVH CORP: Moody's Assigns Ba2 Rating on New EUR350MM Sr. Notes QEP RESOURCES: Egan-Jones Cuts FC Sr. Unsec. Rating to B QUIRKY INC: Seeks Approval of Global Settlement with GE REYNOLDS GROUP: Moody's Assigns B1 Rating on Proposed Notes ROADRUNNER ENTERPRISES: Selling Chesterfield Property for $61.6K ROADRUNNER ENTERPRISES: Selling Colonial Heights Property ROMA'S STEAK: Hires Stan Hartdegen as Accountant ROSA LEDEZMA: Aug. 23 Plan and Disclosure Statement Hearing RYCKMAN CREEK: Time to Remove Actions Extended to Aug. 30 S-3 PUMP: Selling 54 Pick-Up Trucks to Landers and Barker S. HEMENWAY: Court Doesn't Find Need for Patient Care Ombudsman SABBATICAL INC: Hires Offutt Nord Burchett as Attorneys SALTY DOG: Taps Sencer to Appraise FF&E SANDRIDGE ENERGY: Egan-Jones Lowers FC Sr. Unsecured Rating to D SANITAS PARTNERS: Involuntary Chapter 11 Case Summary SARATOGA RESOURCES: Files Plan of Reorganization SAVANNA ENERGY: S&P Revises Outlook to Neg. & Affirms 'B+' CCR SCA L.P.: Voluntary Chapter 11 Case Summary SCRANTON RDA: S&P Assigns 'BB' Rating on 2016 Lease Revenue Bonds SKAGIT GARDENS: Early Morning Biz. as Going Concern for $6.70M SKAGIT GARDENS: Taps Bush Kornfeld as Legal Counsel SKAGIT GARDENS: Taps Mundt MacGregor as Special Counsel SMF ENERGY: Hires Berger Singerman as Litigation Consultant SOUTHERN COPPER: Egan-Jones Cuts FC Sr. Unsec. Rating to BB+ SOUTHGATE MALL: Taps Craig Atkinson to Manage Mall ST. JAMES NURSING: PCO Says Quality of Care Maintained ST. JUDE NURSING CENTER: PCO Says Quality of Care Continues STAMPEDE FOREST: Plan Promises 30% Dividend to Unsecured Creditors STAR COMPUTER GROUP: $6.5-Mil. Property Sale to Viro Approved STAR COMPUTER GROUP: BVDCC Objects to Order of Claims Payment STAR COMPUTER: Creditors Say BankUnited Has No Lien on D&O Claims STAR COMPUTER: Creditors Want Authority to Sue BankUnited STINSON TROUTMAN: July 13 Plan Confirmation Hearing SUNEDISON INC: Deadline to File Schedules Moved to July 20 SUNEDISON INC: Drops Bid to Appoint Chapter 11 Examiner SUNEDISON, INC: $22.5-Mil. Sunflower Project Sale Approved SUNEDISON, INC: Debtors, UCC Say Equity Committee Not Necessary SUNOR ENERGY: Egan-Jones Cuts FC Sr. Unsec. Rating to BB SUNPOWER CORP: Egan-Jones Cuts Sr. Unsecured Ratings to B From B+ SYBIL EUROPE: Golenbock Gets Affirmance in Gissin v. Freedman Case TEXAS PELLETS: Files Schedules of Assets and Liabilities THREE ANGELS: Taps Arlene Gordon-Oliver as Legal Counsel TODD BRASSNER: July 21 Plan Confirmation Hearing TREVER LEONARD SIU: August 16 Plan Confirmation Hearing TWENTYEIGHTY INC: S&P Cuts CCR to CC on Potential Restructuring TWIN RINKS: The Gulls Wants Sale Order Compliance UCI INTERNATIONAL: Hires Garden City as Claims & Noticing Agent ULTRA PETROLEUM: Asks Court to OK Senior Executives Incentives ULTRA PETROLEUM: Bondholders Wary of Intercompany Transfers UNCLE MUNCHIES: Taps Spence Law Office as Legal Counsel US FOODS: Moody's Raises CFR to B1, Outlook Stable US FOODS: S&P Assigns 'B' Rating on Proposed $500MM Sr. Notes VANGUARD HEALTHCARE: To Continue Discount and Refund Programs VANGUARD HEALTHCARE: US Trustee Appoints Laura Brown as PCO VEGAS MANAGEMENT: LV Liquor Wants Cash Collateral Use to Stop VERSO CORPORATION: Wants New IPFS Premium Financing Agreement VERTELLUS SPECIALTIES: Valencia Has $453M Credit Bid for Assets VESTIS RETAIL: Hearing on Sale to Versa Unit on June 20 VIAVI SOLUTIONS: Egan-Jones Cuts FC Sr. Unsec. Rating to B+ VIKING CONSTRUCTORS: Taps David Plemons as Accountant, Bookkeeper VILLAGE INN: Amtal Buying Whittier, CA Property for $975K W&T OFFSHORE: S&P Lowers CCR to 'CC' on Proposed Exchange Offer WAJAX CORP: S&P Revises Outlook to Negative on Weak End Markets WALTER INVESTMENT: S&P Revises Outlook to Neg. & Affirms 'B+' ICR WASH TECHNOLOGIES: Seeks to Pay $487K to Suspend Pappas Judgment WEIGHT WATCHERS: Egan-Jones Cuts Sr. Unsecured Rating to B- WELLS TRANSPORT: Case Summary & 18 Largest Unsecured Creditors WEST CABINET: Court Approves Adequate Protection Deal for IRS WESTLAKE CHEMICAL: S&P Puts 'BB-' CCR on CreditWatch Positive WHITING PETROLEUM: Egan-Jones Lowers Sr. Unsecured Rating to CCC WILFREDO CHINEA OLIVERAS: Antunez May Obtain Copy of Plan Docs WOO LI INC: Taps S Accounting & Tax as Accountant WTB 5 ENTERPRISES: Taps Art Klock as Real Estate Agent ********* 2473304 ONTARIO: In CCAA Proceedings, Richter Named as Monitor -------------------------------------------------------------- The Ontario Superior Court of Justice issued an initial order under the Companies' Creditors Arrangement Act in respect of 2473304 Ontario Inc. in the proceeding bearing court file no. CV-16-114-19-00CL, declaring it as company to which the CCAA applies. Richter Advisory Group Inc. has been appointed monitor in the CCAA proceeding. Information regarding the petitioner may be obtained from: Andrew Adessky, CPA, CA CIRP of Richter Tel: 514.934.3513 Email: aadesky@richter.ca or Gilles Benchaya, CPA, CA CIRP Tel: 514.934.3496 Email: gbenchaya@richter.ca or Information can also be obtained from the firm's internet website at http://www.richter.ca/en/folder/insolvency-cases/0-9/2473304-ontario-inc. The firm can be reached at: Richter Advisory Group Inc. 1981 McGill College Montreal, Quebec H3A 0G6 Tel: 514.908.3796/1.866.585.9751 Fax: 514.908.3797/1/866.773.2196 40-01 NORTHERN: Wants 90-Day Extension of Plan Filing Period ------------------------------------------------------------ 40-01 Northern Boulevard Corp., dba Tequila Sunrise, aka Tequila Sunrise II, asks the U.S. Bankruptcy Court for the Eastern District of New York to extend by 90 days its exclusive period to file a plan of reorganization. The exclusive time within which the Debtor may file a plan of reorganization is scheduled to expire on July 12, 2016. Over the past several months, Fernando Gonzalez has had numerous discussions with potential investors regarding a sale of a portion of his equity interest in the Debtor. This is significant because the proceeds of the sale would be used to fund a plan of reorganization. These discussions are ongoing and the Debtor is cautiously optimistic that an equity transaction can be accomplished. Simultaneously with the equity sale discussions, Mr. Gonzalez is speaking with potential lenders for a personal loan. The loan proceeds would be contributed to the Debtor to fund a plan. Mr. Gonzalez is also considering liquidating other personal assets to contribute to the plan funding. Although the Debtor has been facing these hurdles, Mr. Gonzalez is confident from his conversations with the potential investors and lenders that it will be able to file and confirm a feasible plan of reorganization. The Debtor's plan prospects are in large part tied to its ability to assume the lease for the restaurant premises. On May 12, 2016, the Court entered an order extending the Debtor's time to assume or reject that lease for an additional 90 days, to and including Aug. 11, 2016. The proceeds needed to cure the pre-petition defaults in connection with the Debtor's assumption of the lease would need to come from the proceeds of Mr. Gonzalez's equity sale or a loan to Mr. Gonzalez. Inasmuch as those discussions are continuing, the Debtor is unable, at this point, to commit a plan of reorganization. The Debtor needs time to analyze its operations and prepare financial statements, object to claims (the bar date was May 31, 2016) and negotiate with creditors regarding the treatment of their claims. The Debtor submits that it would be prejudicial and detrimental to the Debtor, its creditors, the estate and the public at large if the Debtor was not given additional time to complete its business plan, analysis, review and negotiations with the Debtor's creditors, all of which are absolutely essential to the successful outcome of this small business case. The Debtor has been complying with its post-petition obligations, performing its operations, and administering its case in good faith, and therefore extensions of time should be reasonably granted. The Debtor is represented by: Scott A. Steinberg, Esq. Law Office of Scott A. Steinberg 167 Willis Avenue, Suite 1 Mineola, New York 11501 Tel: (516) 739-9600 E-mail: ssteinberg@saslawfirm.net 40-01 Northern Blvd. Corp. dba Tequila Sunrise II is a successful Mexican restaurant located in Long Island City, New York, with a property address of 40-01 Northern Boulevard, Long Island City, New York 11101. The restaurant has been in its present location for 28 years and is part and parcel of the revitalization of this section of Long Island City. The Debtor has annual gross sales of approximately $1.1 million and is usually sold out on most weekends. The principal sole shareholder is Fernando Gonzalez. The restaurant employees 10 people in addition to Mr. Gonzalez. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 16-40159) on Jan. 14, 2016. Scott A Steinberg, Esq., at the Law Office of Scott A. Steinberg. ABC DISPOSAL: Creditors' Panel Hires Jager Smith P.C. as Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of ABC Disposal Service, Inc., et al., seeks authorization from the U.S. Bankruptcy Court for the District of Massachusetts to employ Jager Smith P.C. as counsel. The Committee requires Jager Smith to: a. advise and represent the Committee with respect to proposals and pleadings, submitted by the Debtors and others to the Court, including, among others, those concerning the use of cash collateral and/or debtor-in-possession financing, relief from the automatic stay, and valuation of estate property; b. advise and represent the Committee with respect to any proposed plan or plans of reorganization, proposed substantive consolidations, and/or any proposed sales, leases, or use of state property; c. attend hearings, draft pleadings and generally advocate positions that further the interest of creditors represented by the Committee; d. conduct an examination of the Debtor’s affairs and a review of their operations; e. advise the Committee as to the progress of these cases; and f. perform other professional services as are in the best interests of creditors and the estates consistent with the express and implied authority of Bankruptcy Code. Jager Smith will be paid at these hourly rates: Michael J. Fencer $500 Jonathan M. Horne $400 Attorneys $425 Paralegal $150 Jager Smith has agreed it will not bill the Committee in any given month more than the sum of $25,000. Jagger Smith will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael J. Fencer, partner in the law firm of Jager Smith P.C., 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. Jager Smith can be reached at: Michael J. Fencer Jager Smith P.C. One Financial Centre Boston, Massachusetts 02111 Tel: 617-951-0500 Fax: 617-951-2414 E-mail: mfencer@jagersmith.com About ABC Disposal ABC Disposal Service, Inc. provides full service waste hauling, disposal and recycling services, and sells, rents and services compaction and baling equipment to a variety of industrial, institutional, commercial and construction related customers. New Bedford Waste owns and operates municipal solid waste and construction and demolition debris transfer stations in New Bedford, Sandwich, and Rochester, Massachusetts which transfer and process residential, commercial, industrial, and institutional and construction wastes under approved state and local government permits and licenses. Solid Waste Services, Inc. is a Massachusetts corporation organized in 1999 to hold an ownership interest in New Bedford Waste. Shawmut Associates and A&L Enterprises are Massachusetts limited liability companies which own and lease real estate to ABC and New Bedford Waste in connection with their operations. ZERO Waste Solutions, LLC is a Massachusetts limited liability company formed in 2013 for the purposes of developing and operating an advanced mixed waste recycling facility located on Shawmut Associates' Rochester property to process and market recyclable material and then turn unrecyclable material into compact, clean burning, high yield fuel briquettes which have a variety of industrial uses. The principals of the Debtors are Laurinda F. Camara and her children Susan M. Sebastiao, Kenneth J. Camara, Steven A. Camara, and Michael A. Camara. Each of the Principals owns 20% of the stock in ABC. Each of Susan M. Sebastiao, Kenneth J. Camara, Steven A. Camara and Michael A. Camara own a 12.5% interest in New Bedford Waste and a 25% interest in Shawmut Associates, A&L Enterprises, and Solid Waste Services. Solid Waste Services owns the remaining 50% of the membership interests in New Bedford Waste. New Bedford Waste owns 80% of the membership interests in ZERO Waste. ABC Disposal Service, Inc., New Bedford Waste Services, LLC, Solid Waste Services, Inc., Shawmut Associates, LLC, A&L Enterprises, LLC, and ZERO Waste Solutions, LLC each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case Nos. 16-11787 to 16-11792, respectively) on May 11, 2016. The petitions were signed by Michael A. Camara as vice president/CEO. Judge Joan N. Feeney presides over the cases. Murphy & King Professional Corporation serves as the Debtors' counsel. Argus Management Corp. serves as their financial advisor. The Official Committee of Unsecured Creditors tapped Jager Smith P.C. as counsel. ABENGOA BIOENERGY: Taps Ocean Park Advisors as Investment Banker ---------------------------------------------------------------- Abengoa Bioenergy Biomass of Kansas, LLC seeks approval from the U.S. Bankruptcy Court for the District of Kansas to hire Ocean Park Advisors, LLC as its investment banker. The Debtor tapped the firm to provide these investment banking services: (a) developing a list of targeted buyers and other third parties for the sale of the Debtor's cellulosic biomass production assets located in Hugoton, Kansas, as well as the related intellectual property assets; (b) preparing marketing materials; (c) conducting a sale process or multiple sale processes for the plant and related IP; (d) managing the due diligence process; (e) contacting targeted buyers and other third parties third parties to solicit interest level and market feedback; (f) analyzing and proposing transaction structures; (g) negotiating term sheets and final transaction; (h) preparing for and providing updates on calls or meetings during the engagement; (i) obtaining debtor-in-possession and other financing as requested by the Debtor; and (j) providing testimony in support of the Debtor’s chapter 11 case, if requested. The Debtor will pay Ocean Park Advisors under this fee structure: (a) A monthly fee of $60,000, which will be paid in cash and earned in full. (b) Upon the completion of each transaction, Ocean Park Advisors will receive a transaction fee equal to a percentage of the value of such transaction, which will be paid in cash and earned in full according to the table below: Transaction Value Transaction Fee ----------------- --------------- Up to $75 million $500,000 Greater than $75 million $625,000 plus 1% of the and up to $150 million incremental transaction value Greater than $150 million $1,375,000 plus 1.5% of the and up to $200 million incremental transaction value Greater than $200 million $2,125,000 plus 2% of the and up to $300 million incremental transaction value Greater than $300 million $4,125,000 plus 2.5% of the incremental transaction value To the extent that a subset of the assets is sold separately to a different buyer independent from the primary cellulosic biomass plant and related IP assets, the minimum transaction fee payable to Ocean Park Advisors for each sub-transaction will be $150,000. (c) If the Debtor closes on one or more new debt or equity capital transaction, including debtor-in- possession financing, it will pay Ocean Park Advisors a new capital fee, which will be in paid in cash and earned in full, according to this schedule: (i) Debt Capital. Upon the first closing of a debt capital facility or transaction, the Debtor will pay Ocean Park Advisors a new capital fee in cash equal to 1% of the gross proceeds it receives. (ii) Equity Capital. Upon the first closing of an equity capital raise or transaction, the Debtor will pay Ocean Park Advisors a new capital fee in cash equal to 5% of the gross proceeds it receives. In any event, the minimum new capital fee payable to Ocean Park Advisors for each completed equity capital raise will not be less than $250,000. (d) If the Debtor completes a restructuring, it will pay Ocean Park Advisors a $500,000 fee, which will be paid in cash and earned in full and due upon the completion of the restructuring. In the event that a sale transaction occurs in conjunction with a restructuring, Ocean Park Advisors will be entitled to receive the greater of (i) the transaction fee or (ii) the restructuring fee. The Debtor will not be obligated to pay a restructuring fee in the event of a confirmation of a plan of liquidation. Aside from the Ocean Park Advisors' professional fees, the Debtor has also agreed to reimburse the firm for work-related expenses and to certain indemnification, according to court filings. Bruce Comer, a managing director of Ocean Park Advisors, disclosed in a declaration that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Bruce Comer Ocean Park Advisors, LLC 5200 W. Century Blvd., Suite 420 Los Angeles, CA 90045 Tel: (310) 670-2093 Fax: (310) 670-4107 About Abengoa Bioenergy Abengoa Bioenergy Biomass of Kansas, LLC, is a bioenergy company whose operations and primary asset include a commercial-scale industrial plant in Hugoton, Kansas, dedicated to the research and development of converting non-food based cellulosic biomass matter into ethanol. The Debtor is directly owned by Abengoa Bioenergy Hybrid of Kansas, LLC and is an indirect subsidiary of Abengoa, S.A., an engineering and clean technology company founded in Spain in 1941. Creditor groups filed involuntary chapter 7 petitions against Abengoa in the District of Nebraska on Feb. 1, 2016, and the District of Kansas on Mar. 23, 2016. On Feb. 24, 2016, filed voluntary chapter 11 cases (Bankr. E.D. Mo. Case No. 16-10446) into which the involuntary proceedings were rolled. The Maple Debtors are represented by a team of lawyers at DLA Piper LLP (US) led by Richard A. Chesley, Esq. Prime Clerk serves as the Debtors' claims agent. ADVANCED ROOFING: Selling Genie Boom Lift to Anthony Marano ----------------------------------------------------------- Advanced Roofing & Woodworking, Inc., by its attorneys, asks the U.S. Bankruptcy Court for the Northern District of Illinois to approve the sale of its Genie Boom Lift to Anthony Marano Co. for $3,000. The Debtor had not used the Genie Boom Lift for approximately 8 months prior to filing Chapter 11 bankruptcy. It does not need the Genie Boom Lift to conduct business. Advanced estimates the cost to repair the equipment (engine repair and new tires) would exceed $5,000 and the cost to transport it would be approximately $750. The company does not want to incur the expenses to repair it, the cost of its transport to its West Chicago location, and to pay for its storage fees. Anthony Marano Co. offered to purchase it and has agreed to waive any and all storage fees. The buyer agrees to the assume payment of the prepetition liability of Advanced to Joseph Zanko in the amount of $5,462. Joseph Zanko consents to the assignment of $5,462 to Marano Co. and Marano Co.'s agreement to assume payment of this debt and stipulates to the disallowance of his claim of $5,462 against Advanced. The attorney for Union National Bank, a secured creditor having a valid and perfected blanket lien upon the property of Advanced, has advised it does not object to the sale of the equipment on the condition that the buyer pay the $3,000 directly to the bank. Advanced Roofing & Woodworking is represented by: Teresa L. Einarson George A. Thomas THOMAS $ EINARSON, LTD. 1200 Roosevelt Road, Suite 150 Glen Ellyn, IL 60137 Telephone: (630) 562-2280 About Advanced Roofing & Woodworking Advanced Roofing & Woodworking, Inc., sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 15-27325) on Aug. 10, 2015, in Chicago. The case is assigned to Judge Jack B. Schmetterer. The Debtor is represented by Teresa L. Einarson, Esq. at Thomas & Einarson LTD. The Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in debt. The petition was signed by Charles Hankins, president. AFFINITY HEALTH CARE: PCO Issues Report on Quality of Care ---------------------------------------------------------- Nancy Shaffer, the Connecticut State Long-Term Care Ombudsman, who has been appointed Patient Care Ombudsman for Affinity Healthcare Management, Inc., has issued a report regarding the quality of care provided to residents. The Patient Care Ombudsman along with the Long-Term Care Ombudsman Program (LTCOP) continues to monitor quality of life and care on behalf of residents of the Debtors' facilities as follows: (i) Health Care Investors, Inc. d/b/a Alexandria Manor in Bloomfield, Connecticut; (ii) Health Care Alliance, Inc. d/b/a Blair Manor in Enfield, Connecticut; (iii) Cheshire, Conn.-based Affinity Health Care Assurance, LLC d/b/a/ Douglas Manor in Windham, Connecticut; and (iv) Health Care Reliance, LLC d/b/a Ellis Manor in Hartford, Connecticut. The Bankruptcy Court granted the owners of Alexandria Manor their request to cease operations upon receipt of the Department of Public Health's approval of the home's Closure Plan. The wind down process is now active. The current census is 42 residents, down from 75 in March. To date 29 residents have transferred to other skilled nursing facilities, one has transferred to the community through the Money Follows the Person Program (MFP) and three individuals are pending MFP transfers to the community. Six residents have gone home and four residents expired. The Ombudsman is actively monitoring the transfer plans for all of the residents. Upon transfer, the Ombudsman Program follows up with each resident to ensure a smooth transition and monitor that the residents have not experienced any adverse outcomes from the transfers. The Ombudsman ensures that there has been ample opportunity for informed decision-making. The Ombudsman has also attended to practical matters such as ensuring that personal items are inventoried and any durable medical equipment accompanies the resident to their new home and that transportation is provided per the resident's needs and plan of care. Staffing levels remain the same at the home during the wind-down process. And there have not been any changes in administrative staff. Blair Manor's census has remained stable in recent months. Staffing levels remain above state standards. The Director of Nursing resigned her position and the Assistant Director of Nursing is assigned her duties while pending a new hire. The Department of Public Health conducted its annual licensure and certification survey, official results are pending, but the exit survey did not indicate any major findings related to care and services for the residents, The Ombudsman Program has not received any complaints about care and services at this home during the past 60 days. Douglas Manor has had a relatively stable census over the course of the bankruptcy reorganization: there were 76 residents at the onset of the bankruptcy and currently there are seventy-four residents and one resident in the hospital. There have not been any administrative changes or vacancies and the staffing has remained the same and there are no vacancies in that area either. Vendors and supplies have continued without change. The census at Ellis Manor remains stable over recent months. The Ombudsman Program did receive a complaint regarding the closing of one of the Ellis Manor wings in order to consolidate residents. This consolidation reduced staffing by one nurse position. Transferring a resident to another room in order to close a unit is not a permissible reason for a move without the consent of the resident per Connecticut General Statute 19a-550 (c). The resident reported not having the opportunity for a consultative process and was unhappy with the relocation to another wing. Affinity Health Care Management, Inc., Health Care Investors, Inc. d/b/a Alexandria Manor, Health Care Alliance, Inc. d/b/a Blair Manor, Health Care Assurance, L.L.C. d/b/a Douglas Manor and Health Care Reliance, L.L.C. d/b/a Ellis Manor, are a nursing home management company. They filed for Chapter 11 bankruptcy protection (Bankr. D. Conn. Case Nos. 16-30043 to 16-30047) on January 13, 2016. Hon. Julie A. Manning presides over the cases. Elizabeth J. Austin, Esq., Irve J. Goldman, Esq. and Jessica Grossarth, Esq., at Pullman & Comley, LLC, serve as counsel to the Debtors. In its petition, Affinity Health Care Management estimated $50,000 to $100,000 in assets and $500,000 to $1 million in liabilities. The Debtors noted in a court filing that their total secured and unsecured debt exceeding $16 million. The Debtors' petitions were signed by Benjamin Fischman, president. A committee of unsecured creditors has been appointed and Neubert Pepe & Monteith, P.C. has been retained as their counsel. AK STEEL: Moody's Assigns B2 Rating on $380MM Sr. Sec. Notes ------------------------------------------------------------ Moody's Investors Service assigned a B2 rating to AK Steel Corporations $380 million senior secured guaranteed notes due 2023. The senior secured notes are being issued under an existing shelf registration. All other ratings, including the B3 corporate family rating (CFR), B3-PD probability of default rating and SGL-3 speculative grade liquidity rating remain unchanged. The outlook is negative. Assignments: Issuer: AK Steel Corporation Gtd Senior Secured Regular Bond/Debenture, Assigned B2 (LGD3) Net proceeds from the proposed issue will be used to finance the cash tender offer for the $380 million 8.750% senior secured notes due 2018. The B2 rating on the existing 8.750% senior secured notes will be withdrawn upon repayment. RATINGS RATIONALE AK Steel's B3 CFR reflects Moody's expectation that the company's performance will benefit from a slowly improving cost profile, improved operating efficiencies and its focus on value added products. The rating also incorporates our expectation that earnings improvement will be muted in 2016 as various customer contracts renewed in 2015 were done at a time of lower prices and the recent price uptick will not be captured. Although the company's metrics remain weak for the rating, improving trends are evident with leverage, as measured by the debt/EBITDA ratio improving to 6.8x for the twelve months ended March 31, 2016 from 7.4x in 2015. As the company continues to de-emphasize the more commodity type sales into the spot market, and maintain a strict focus on costs, margins and performance should improve. For the quarter ended March 31, 2016, coated products represented 50% of shipments (46% for the June 30, 2015 quarter) while hot-rolled had reduced to 13% from 20% in the June 30, 2015 quarter. Value added products comprised roughly 84% of shipments in the quarter ended March 31, 2016, versus 77.9% for the comparable 2015 quarter. The B3 CFR considers AK Steel's position as a mid-tier steel producer with a diversified customer base and strong position as a supplier to the automotive industry on a diversified basis. The rating also recognizes the company's ability to maintain an adequate liquidity profile even during a challenged steel environment. The negative outlook reflects the challenges facing AK Steel as steel industry conditions remain difficult and industry capacity utilization levels have only recently evidenced year-on-year improvement. The outlook captures the potential for industry conditions to weaken from current levels in the second half of 2016 and expected performance improvements not be achieved. The B2 rating under Moody's loss given default methodology on the company's senior secured notes (secured by plant, property and equipment) reflects the instruments priority position in the capital structure relative to a considerable amount of unsecured liabilities below it. The rating could be downgraded should the company's liquidity position deteriorate materially due to weak operating performance and cash burn and improving trends in the EBIT margin, EBIT/interest ratio and debt/EBITDA ratio to at least 3%, 1.5x and 5.5x respectively not be evidenced. Given the company's weak metrics and anticipated slow improvement trends expected, an upgrade is unlikely although the outlook could be stabilized should current favorable trends continue. The principal methodology used in this rating was Global Steel Industry published in Ocotber 2012. Headquartered in West Chester, Ohio, AK Steel Corporation (AK Steel) ranks as a middle tier integrated steel producer in the United States, operating steelmaking and finishing plants in Indiana, Kentucky, Ohio, Michigan and Pennsylvania. The company produces flat-rolled carbon steels, including coated, cold-rolled and hot-rolled products, as well as specialty stainless and electrical steels. Principal end markets include automotive, steel service centers, appliance, industrial machinery, infrastructure, construction and distributors and converters. Through its AK Coal Resources Inc. subsidiary, the company has interests in metallurgical coal production. Revenues for the twelve months ending March 31, 2016, were approximately $6.5 billion. ALPHA DINER: Taps Spyro Kekatos & Associates as Accountant ---------------------------------------------------------- Alpha Diner Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Spyro Kekatos & Associates as its accountant. The Debtor tapped the firm to: (a) prepare and review monthly operating statements and other reports required by the court or the Office of the U.S. Trustee; (b) prepare or review financial projections and cash flow statements; (c) render assistance as may be necessary in the Debtor's Chapter 11 proceeding and other actions related thereto, including those related to any plan of reorganization or sale of assets; and (d) compile financial statements if necessary. The hourly billing rate customarily charged by Spyro Kekatos & Associates for its services are: Partner $300 Manager $250 Senior Staff $150 Staff $125 Accountant $100 Junior Accountant $75 Bookkeeper $50 The firm will also seek reimbursement for work-related expenses. Spyro Kekatos, the firm's owner, 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: Spyro Kekatos & Associates 22-76 Steinway Street Astoria, NY, 11105 Tel: 718-721-7111 Fax:718-721-5988 Email: spyrok@kekatosassociates.com The Debtor can be reached through its counsel: Lawrence F. Morrison, Esq. Morrison Tenenbaum, PLLC 87 Walker Street, Floor 2 New York, New York 10013 Email: lmorrison@m-t-law.com About Alpha Diner Alpha Diner Corp. operates a restaurant in Queens, New York. Alpha Diner Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-40648) on February 19, 2016. The Debtor is represented by Lawrence Morrison, Esq., at Morrison Tenenbaum, PLLC. ALTERNATIVES LIVING: Seeks to Hire Gilmore as Auctioneer -------------------------------------------------------- Alternatives Living, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire Gilmore Auction & Realty Co. The Debtor tapped the firm to auction its real property located at 303 Morrison Rd., New Orleans, Louisiana. Gilmore will sell the property at public auction. The firm willbe paid a commission equal to 10% of the final bid on the property. Its fee will be paid by the buyer on the high bid and included in the total contract price. David Gilmore, senior advisor and managing partner at Gilmore, disclosed in a court filing that the firm does not hold or represent any interest adverse to the Debtor or its estate. The firm can be reached through: David E. Gilmore Gilmore Auction & Realty Co. 3316 Florida Ave., Suite 201 Kenner, Louisiana 70065 Phone: (504) 468-6800 Fax: (504) 468-6811 The Debtor can be reached through its counsel: Leo D. Congent 424 Gravier Street New Orleans, LA 70130 Tel: 504-522-4848 Fax: 504-581-4962 Email: leo@congenilawfirm.com About Alternatives Living Alternatives Living, Inc., based in New Orleans, Louisiana, filed for Chapter 11 bankruptcy (Bankr. E.D. La. Case No. 15-12308) on Sept. 9, 2015. Hon. Elizabeth W. Magner presides over the case. Leo D. Congeni, Esq., at CONGENI LAW FIRM, LLC, serves as the Debtor's counsel. ALI estimated assets of $500,000 to $1 million; and liabilities of $1 million to $10 million. The petition was signed by Rickey Roberson, chief financial officer. AMERICAN EAGLE: Oppositions to Chapter 7 Conversion Filed --------------------------------------------------------- Debtors American Eagle Energy Corporation and AMZG, Inc. and Bennett Management Corporation, et al. ("Ad Hoc Noteholders' Group") submitted to the U.S. Bankruptcy Court for the District of Colorado, their respective objections to the motions of the Official Committee of Unsecured Creditors ("Official Creditors") and the U.S. Trustee, seeking to convert the Chapter 11 cases to Chapter 7. "The Committee's Conversion Motion must be denied because no cause exists to covert the Debtors' chapter 11 cases to cases under chapter 7 of the Bankruptcy Code. Moreover, conversion of these cases would not be in the best interests of the Debtors' estates or their creditors. Doing so will delay the administration of the Debtors' estates, including the prosecution of chapter 5 causes of action - - the only assets available to fund recoveries for all unsecured creditors, including the Noteholders' Trustee, who holds an unsecured Deficiency Claim on account of the Senior Secured Notes of approximately $140,000,000. Contrary to the allegations in the Conversion Motion, keeping these cases in chapter 11 will not diminish potential recoveries for unsecured creditors in any way because the Debtors' chapter 11 cases are being funded solely through cash collateral that secures the Senior Secured Notes. For these reasons... the Conversion Motion should be denied," the Ad Hoc Noteholders' Group avers. The Ad Hoc Noteholders' Group tells the Court that the United States Trustee must demonstrate by a preponderance of evidence that cause exists to covert the cases to chapter 7. "The UST argues that cause exists to convert these cases primarily because the Debtors' estates continue to accrue “substantial administrative expenses"... administrative expenses have been, and will continue to be, minimized and, more importantly, are being funded entirely by cash collateral that secures the Senior Secured Notes. Accordingly, potential recoveries of unsecured creditors are in no way being diminished by keeping these cases in chapter 11," the Ad Hoc Noteholders' Group contends. The Debtors contend that the Official Committee and the U.S. Trustee filed the Motions to Convert relying largely on technical disclosure statement and confirmation objections as alleged bases to convert the cases. The Debtors admit that some of the objections were valid -- such as the need to allocate expenses to the liquidating trust. The Debtors further contend that the Debtors resolved that concern – and the vast majority of other concerns raised in the Motions to Convert – by filing an amended plan and amended disclosure statement. The Debtors assert that any remaining objections to the Amended Plan and Disclosure Statement should be addressed in connection with approval of the disclosure statement or confirmation of the plan. "After eliminating the (largely resolved) plan and disclosure statement related objections from the Motions to Convert, the Debtors assert that the limited remaining objections fall far short of establishing cause to dismiss or convert these Chapter 11 cases, especially when considering the that Debtors are conducting an orderly wind-down of their affairs, and have filed a confirmable plan of liquidation," the Debtors aver. U.S. Bank National Association, in its capacity as trustee and collateral agent for the 11.0% Senior Secured Notes due 2019, joined in on the Debtors and Ad Hoc Noteholders' Group's oppostion to the Convertion Motions. U.S. Bank argues that no cause exists to convert the Bankruptcy Cases to chapter 7 and that conversion would not be in the best interests of the Debtors' estates or their creditors. Bennett Management Corporation, et al., are represented by: James T. Markus, Esq. John F. Young, Esq. MARKUS WILLIAMS YOUNG & ZIMMERMANN LLC 1700 Lincoln Street, Suite 4550 Denver, CO 80203 Telephone: (303)830-0800 Facsimile: (303)830-0809 E-mail: jyoung@markuswilliams.com jmarkus@markuswilliams.com - and - Paul N. Silverstein, Esq. ANDREWS KURTH LLP 450 Lexington Avenue New York, NY 10017 Telephone: (212)850-2800 Facsimile: (212)850-2929 E-mail: paulsilverstein@andrewskurth.com - and - Timothy A. Davidson II ANDREWS KURTH LLP 600 Travis, Suite 4200 Houston, TX 77002 Telephone: (713)220-4200 Facsimile: (713)220-4285 E-mail: Tdavidson@andrewskurth.com American Eagle Energy Corporation and AMZG. Inc. are represented by: Elizabeth A. Green, Esq. Jimmy D. Parrish, Esq. Lars Fueller, Esq. BAKER & HOSTETLER LLP 200 South Orange Avenue SunTrust Center Suite 2300 Orlando, FL 32801-3432 Telephone: (407)649-4000 E-mail: egreen@bakerlaw.com jparrish@bakerlaw.com lfuller@bakerlaw.com U.S. Bank National Association is represented by: James T. Markus, Esq. John F. Young, Esq. MARKUS WILLIAMS YOUNG & ZIMMERMANN LLC 1700 Lincoln Street, Suite 4550 Denver, CO 80203 Telephone: (303)830-0800 Facsimile: (303)830-0809 E-mail: jyoung@markuswilliams.com jmarkus@markuswilliams.com - and - James S. Carr, Esq. Benjamin D. Feder, Esq. KELLEY DRYE & WARREN LLP 101 Park Avenue New York, NY 10178 Telephone: (212)808-7955 E-mail: jcarr@kelleydrye.com bfeder@kelleydrye.com About American Eagle Energy Corp. Littleton, Colorado-based American Eagle Energy Corporation is engaged in the acquisition, exploration and development of oil and gas properties. The Company is primarily focused on extracting proved oil reserves from those properties. American Eagle Energy Corporation and its wholly-owned subsidiary, AMZG, Inc., filed on May 8, 2015, voluntary petitions (Bankr. D. Colo., Case No. 15-15073). The case is assigned to Judge Howard R. Tallman. The Debtors are represented by Elizabeth A. Green, Esq., at Baker & Hostetler LLP, in Orlando, Florida. On May 13, 2015, Judge Tallman granted the Debtors' request for joint administration. American Eagle Energy disclosed total assets of $21,980,687 and total liabilities of $193,604,113 as of the Chapter 11 filing. The U.S. Trustee for Region 6 appointed seven creditors to serve On the Official Committee of Unsecured Creditor. The Committee tapped Pachulski Stang Ziehl & Jones LLP as counsel, and Conway Mackenzie as financial advisor. ANIMAS WELL SERVICES: Files Ch. 11 Liquidating Plan --------------------------------------------------- Animas Well Services, LLC, filed with the U.S. Bankruptcy Court for the Western District of Texas, Midland Division, a Chapter 11 plan of liquidation and accompanying disclosure statement proposing to sell substantially all of its assets at an auction to the bidder with the highest and best bid, the proceeds of which will be used to pay creditors with allowed claims. Holders of Allowed General Unsecured Claims will receive: (a) to the extent funds are available, the Distributions of Sale Proceeds and/or Cash equal to the amount of the Allowed General Unsecured Claims, with payment to be made as soon as practicable following the later of (i) the Effective Date and (ii) the date that the General Unsecured Claim becomes Allowed; or (b) if there are insufficient Sale Proceeds and/or Cash available to satisfy Allowed General Unsecured Claims in full, then holders of Allowed General Unsecured Claims will from available Sale Proceeds, Cash, and Liquidating Trust interests, regular, reoccurring pro rata quarterly Distributions for a period ending not more than five years from the Petition Date. A full-text copy of the Disclosure Statement dated June 6, 2016, is available at http://bankrupt.com/misc/txwb15-70162-169.pdf The Debtor is represented by: Troy D. Phillips, Esq. Jonathan L. Howell, Esq. GLAST, PHILLIPS & MURRAY, P.C. 14801 Quorum Drive, Suite 500 Dallas, TX 75254-1449 Telephone: (972) 419-7196 Facsimile: (214) 419-8329 Email: tphillips@gpm-law.com jhowell@gpm-law.com Animas Well Services, LLC (Bankr. W.D. Tex., Case No. 15-70162) filed a Chapter 11 Petition on November 24, 2015. The case is assigned to Judge Ronald B. King. The Debtor operates an oil and has services company in Midland, Texas. The Debtor's Counsel is Jonathan L. Howell, Esq., at Glast, Phillips & Murray, P.C., in Dallas, Texas. The petition was signed by Kenneth C. Krisa, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txwb15-70162.pdf ANIXTER INTERNATIONAL: Egan-Jones Cuts FC Sr. Unsec. Rating to BB+ ------------------------------------------------------------------ Egan-Jones Ratings Company lowered the foreign currency senior unsecured rating on debt issued by Anixter International Inc. to BB+ from BBB- on May 19, 2016. Anixter International is a company based in Glenview, Illinois, USA and founded in 1957. The company supplies communications and security products and electrical and electronic wire and cable. ANTHONY MANNINO: Plan Proposes 2.25% Recovery for Unsecureds ------------------------------------------------------------ Anthony Mannino and Madeline Ventura Mannino filed with the U.S. Bankruptcy Court for the District of Arizona a plan of reorganization and accompanying disclosure statement proposing to pay general unsecured creditors from a fund totaling $19,500 created by the Debtors' $325 per month of disposable monthly income for a period of 60 months. The Debtors estimate that general unsecured creditors will receive approximately 2.28% of their claims. Payments to general unsecured creditors will be made quarterly after administrative claims and priority claims are paid in full. Any general unsecured creditors expected to receive a pro rata share of less than $25 will not receive a payment unless a request is made in writing within 90 days of Effective Date to the Debtors' counsel. A full-text copy of the Disclosure Statement dated June 6, 2016, is available at http://bankrupt.com/misc/azb15-14819-57.pdf Anthony Mannino and Madeline Ventura Mannino (Bankr. D. Ariz., Case. No. 2-15-bk-14819-MCW) filed a Chapter 11 petition on November 19, 2015. No official committee of unsecured creditors has been appointed in the case. The Debtors are represented by: Kenneth L. Neeley, Esq. Chris J. Dutkiewicz, Esq. NEELEY LAW FIRM, PLC 2250 E. Germann Road, Ste. 11 Chandler, AZ 85286 Tel: 480.802.4647 Fax: 480.907.1648 Email: ECF@neeleylaw.com ATK OILFIELD: Receiver Seeks to Sell Assets to Ritchie Bros. ------------------------------------------------------------ Ernst & Young Inc., the court-appointed receiver of ATK Oilfield Transportation Inc. and ATK Oilfield Transportation (USA) Inc., based upon the Consent Receivership Order dated April 1, 2016, entered by the Court of Queen's Bench of Alberta in the Judicial Centre of Calgary, Canada under Canada's Bankruptcy and Insolvency Act, asks the U.S. Bankruptcy Court for the Western District of Texas, Midland Division, for permission to sell assets of the Debtors to Ritchie Bros. Auctioneers. The Receiver is seeking expedited consideration of the Motion. The Debtors' assets, located in Canada and the United States, consist of various equipment, rolling stock (trucks and trailers), contracts and contract receivables, and leased real property in Canada and Texas. The Receiver proposes to sell the "US Assets" to Ritchie Bros. Auctioneers (America) Inc. The Receiver proposes to sell the "Canadian Assets" to Ritchie Bros. Auctioneers (Canada) Ltd. The Receiver is in the process of finalizing the Sale Agreement with the Purchasers. That Sale Agreement is subject to approval of the Canadian Court and the U.S. Court. It is not expected that the sale will result in payment to any unsecured creditors, as the Purchase Price does not exceed the amount of asserted liens on the Assets. The Receiver seeks to expedite the consideration of the sale motion for the reason that there are significant carrying costs to safeguard and maintain the assets to be sold. The estimated monthly costs for insurance, rent, security, and other related costs (based primarily on expenses paid to date) are approximately US$72,789, for the assets located in the U.S. and CA$312,484 for the assets located in Canada. The Receiver is experienced in liquidating assets of insolvent companies, and believes in its best business judgment that the purchase price for the assets is fair and reasonable and that the proposed transaction is in the best interests of the creditors. The Receiver also requests that the Court extends comity by recognizing and giving full force and effect to the Canadian Sale Order and the Canadian Activities Order. Counsel for Ernst & Young Inc., as receiver: Steve A. Peirce NORTON ROSE FULBRIGHT US LLP 300 Convent Street, Suite 2100 San Antonio, TX 78205-3792 Telephone: (210) 224-5575 Facsimile: (210) 270-7205 E-mail: steve.peirce@norton rosefulbright.com - and - Jason L. Boland Andrew Black NORTON ROSE FULBRIGHT US LLP 1301 McKinney, Suite 5100 Houston, TX 77010-3095 Telephone: (713) 651-5151 Facsimile: (713) 651-5246 E-mail: jason.boland@nortonrosefulbright.com andrew.black@nortonrosefulbright.com About ATK Oilfield Transportation Headquartered in Calgary, Alberta with operations throughout Western Canada and the Permian Basin in the United States, the Debtors' business consists of moving drilling rigs. The Debtors' assets, located in Canada and the United States, consist of various equipment, rolling stock (trucks and trailers), contracts and contract receivables, leased real property in Canada and Texas, as well as owned real property located in Edson, Alberta and Floresville, Texas. On March 30, 2016, Alberta Treasury Branches, the Debtors' secured creditor, filed an application for receivership with the Court of Queen's Bench of Alberta in the Judicial Centre of Calgary, Canada. The Canadian Court entered on April 1, 2016, a receivership order which provides for a stay against seizure of assets and litigation akin to the automatic stay embodied in Section 362(a) of the Bankruptcy Code. Among other things, the Receivership Order appointed Ernst & Young Inc. as the Receiver of the Debtors. ATK Oilfield Transportation Inc. and ATK Oilfield Transportation (USA) Inc., filed Chapter 15 petitions in the U.S. Bankruptcy Court for the Western District of Texas (Bankr. W.D. Tex. Case Nos. 16-70042 and 16-70043, respectively) on April 1, 2016. The petitions were signed by Ernst & Young, Inc., the court-appointed receiver and authorized foreign representative of the Debtors. Norton Rose Fulbright US LLP serves as the Receiver's counsel. Judge Ronald B. King has been assigned the Chapter 15 case. ATO RESTAURANT: Hires Backenroth Frankel & Krinsky as Counsel ------------------------------------------------------------- ATO Restaurant Associates LLC seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ Backenroth Frankel & Krinsky, LLP as Debtor's Chapter 11 bankruptcy counsel. The Debtor requires BFK to: a. provide the Debtor with legal counsel it powers and duties as a debtor-in-possession in the continued operation of its business and management of its property during the Chapter 11 case. b. prepare on behalf of the Debtor all necessary applications, answers, orders, reports, and legal documents which may be required with the Chapter 11 case; c. provide the Debtor with legal services regarding formulating and negotiating a plan of reorganization with creditors; and d. performing other legal services for the Debtor as required during the Chapter 11 case, including but not limited to, the institutions of actions against third parties, objections to claims, and the defense of actions which may be brougth by third parties against the Debtor. BFK will be paid at these hourly rates: Abraham J. Backenroth $550 Mark A. Frankel $505 Scott A. Krinsky $485 Paralegal $125 The Debtor paid BFK $20,000 as and for its initial retainer before the petition date. BFK will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark A. Frankel, member of the firm Backenroth Frankel & Krinsky, 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. BFK may be reached at: Mark A. Frankel Backenroth Frankel & Krinsky, LLP 800 Third Avenue New York, NY 10022 Telephone: (212)593-1100 Telecopy: (212)644-0544 E-mail: mfrankel@bfklaw.com ATO Restaurant Associates LLC, based in New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-11605) on May 31, 2016. The Hon. Mary Kay Vyskocil presides over the case. Mark A. Frankel, Esq., at BACKENROTH FRANKEL & KRINSKY, LLP, presides over the case. It listed total assets of $1.16 million and total liabilities of $499,284. The petition was signed by Ilaria Coletto, managing partner. ATO RESTAURANT: Hires Reinhardt LLP as Litigation Counsel --------------------------------------------------------- ATO Restaurant Associates LLC seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ Reinhardt LLP as special landlord tenant and litigation counsel. The Debtor has selected Reinhardt because Reinhardt has considerable expertise in the fields of landlord tenant and litigation. Reinhardt is the Debtor's pre-petition landlord and litigation counsel, and the Debtor seeks to continue its representation post-petition. The Debtor believes the retention of Reinhardt is the best interest of the Debtor's estate. Reinhardt will be paid at these hourly rates: Andrea Fiocchi $345 Reinhardt will also be reimbursed for reasonable out-of-pocket expenses incurred. Andrea Fiocchi, partner of the firm Reinhardt 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. Reinhardt may be reached at: Andrea Fiocchi Reinhardt LLP 44 Wall Street, 10th Floor New York, NY 10005 Telephone: +1 (212)710-0970 Fax:+1 (212)710-0971 E-mail: afiocchi@reinhardtllp.com ATO Restaurant Associates LLC, based in New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-11605) on May 31, 2016. The Hon. Mary Kay Vyskocil presides over the case. Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, presides over the case. It listed total assets of $1.16 million and total liabilities of $499,284. The petition was signed by Ilaria Coletto, managing partner. No Trustee or creditors committee has been appointed. AV HOMES: Egan-Jones Cuts FC Sr. Unsec. Debt Rating to CCC+ ----------------------------------------------------------- Egan-Jones Ratings Company downgraded the foreign currency senior unsecured rating on debt issued by AV Homes Inc. to CCC+ from B- on May 17, 2016. EJR also lowered the foreign currency commercial paper rating on the Company to C from B. Headquartered in Scottsdale, Arizona, AV Homes, Inc. engages in the homebuilding and community development businesses in Florida, Arizona, and the Carolinas markets. AXIALL CORP: Moody's Puts 'Ba2' CFR on Review for Upgrade --------------------------------------------------------- Moody's Investors Service has placed all long-term ratings for Axiall Corporation on review for upgrade this announcement that Westlake Chemical Corporation will acquire Axiall in an all-cash transaction expected to close by the end of 2016. The SGL-1 Speculative Grade Liquidity Rating is unchanged. The actions: On Review for Upgrade: Issuer: Axiall Corporation Probability of Default Rating, Placed on Review for Upgrade, currently Ba2-PD Corporate Family Rating, Placed on Review for Upgrade, currently Ba2 Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently Ba3 Issuer: Axiall Holdco, Inc. Senior Secured Bank Credit Facility, Placed on Review for Upgrade, currently Ba1 Issuer: Eagle Spinco Inc. Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently Ba3 Outlook Actions: Issuer: Axiall Corporation Outlook, Changed To Rating Under Review From Stable Issuer: Axiall Holdco, Inc. Outlook, Changed To Rating Under Review From Stable Issuer: Eagle Spinco Inc. Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE The review was prompted by a joint press release issued by Westlake and Axiall on 10 June 2016 indicating that Westlake had agreed to acquire Axiall in an all-cash transaction for $33 per share, which, including the assumption of $1.4 billion in Axiall's debt at March 31, 2016, is equivalent to an enterprise value of approximately $3.8 billion. Westlake's bid of $33 per share represents a significant increase over the initial bid of $20 per share in 27 January 2016 and a modest premium to the company's 52-week average before the initial bid. Westlake has obtained sufficient committed bridge financing and the transaction does not have a financing contingency. Both companies' boards have approved the transaction. However, it is still subject to a shareholder vote by Axiall's shareholders and customary regulatory and anti-trust approvals before an expected closing in the fourth quarter of 2016. The review will focus on the credit support provided to Axiall's outstanding debt, if it remains in place following the completion of the transaction, and Westlake's credit profile on a pro forma basis. Moody's stated publicly in an Issuer Comment published on 10 June 2016 that Westlake's Baa3 ratings are not impacted by the proposal and that Westlake will adhere to financial policies supportive of investment grade ratings. Westlake's management stated that it would guarantee or exchange Axiall's existing bonds, but has not announced a definitive financing plan. Axiall Corporation (Axiall, formerly known as Georgia Gulf Corporation) is an Atlanta, Georgia (US)-based manufacturer of commodity chemicals and building products. The company operates through three main divisions, (1) chlorovinyls, whose primary products include chlorine, caustic soda (caustic), vinyl chloride monomer (VCM), polyvinyl chloride (PVC) resins and vinyl compounds; and (2) building products, whose primary focus is PVC fabricated products such as pipe and pipe fittings, siding, molding, window and door profiles. The company divested its former aromatics division in September 2015. The principal methodology used in these ratings was Global Chemical Industry Rating Methodology published in December 2013. B&G FOODS: Egan-Jones Cuts FC Sr. Unsec. Rating to BB- ------------------------------------------------------ Egan-Jones Ratings Company lowered the foreign currency senior unsecured rating on debt issued by B&G Foods Inc. to BB- from BB on May 18, 2016. B&G Foods, Inc. manufactures, sells, and distributes a portfolio of shelf-stable, and frozen food and household products in the United States, Canada, and Puerto Rico. BATS GLOBAL: Moody's Puts 'B1' CFR on Review for Upgrade -------------------------------------------------------- Moody's Investors Service placed all ratings of Bats Global Markets, Inc. on review for upgrade (Corporate Family Rating at B1). RATINGS RATIONALE The review for upgrade reflects Bats' overall performance since its last major acquisition (of the HotSpot foreign exchange platform in 2015). Bats is an efficient and lean operator of execution venues and has expanded and diversified substantially in the past three years. The firm now operates multiple platforms for executing equities, equity options and foreign exchange in the United States and Europe. This increased scale and diversification has resulted in improved earnings and margins. Strengthened profitability was evident in the first quarter of 2016, when the firm generated $72 million of EBITDA and an EBITDA margin of 65%. During the review Moody's will evaluate the long run sustainability of this performance. Acquisition strategy and overall financial policy will also be an important focus of the review. Bats has been an acquisitive company in an industry undergoing a long-term trend of consolidation. While acquisitions can support revenue diversification, they can also lead to periodic spikes in leverage. This was the case in Bats acquisition last year of Hotspot when leverage peaked at 4.3x. Moody's will assess management's framework for evaluating strategic transactions and its tolerance to operate above target leverage levels in such circumstances. The rating agency also noted that a successful refinancing of Bats' debt would also be credit positive by lowering cost and extending the term of the debt. What could change the rating -- Up Maintenance of a prudent financial policy and expectations of continued solid performance may lead to an upgrade. What could change the rating -- Down Moody's doesn't expect downward pressure on Bats' ratings as indicated by the review for upgrade. However, downward pressure could be exerted by a shift towards an aggressive financial policy (buybacks, dividends, large acquisition) leading to higher leverage and with no clear deleveraging strategy. These ratings were placed on review for upgrade Issuer: Bats Global Markets Holdings, Inc. Senior Secured Bank Credit Facility, currently B1 Issuer: Bats Global Markets, Inc. Corporate Family Rating, currently B1 Senior Secured Bank Credit Facility, currently B1 Outlook, Changed To Rating Under Review From Stable The principal methodology used in these ratings was Global Securities Industry Methodology published in May 2013. BENZIE LEASING: Honor Bank Agrees to 90-Day Cash Collateral Deal ---------------------------------------------------------------- Benzie Leasing, LLC, borrowed money from Honor Bank and pledged its assets to secure repayment of that debt. The bank is willing to allow the Debtor continued access to cash collateral to pay its operating expenses in exchange for $3,000 monthly adequate protection payments to the bank through mid-Sept. 2016. Honor Bank is represented by: John M. Grogan, Esq. 423 E. Eighth St. Traverse City, MI 49686 Telephone: (231) 944-1529 E-mail: Jmgroganlaw@gmail.com Benzie Leasing, LLC -- dba Xpress Lube of Benzonia, Bay Auto Wash and Benzie Wash -- filed a chapter 11 petition (Bankr. W.D. Mich. Case No. 16-00348) on Jan. 28, 2016, and is represented by Michael P. Corcoran, Esq., in Traverse City, Mich. The Debtor disclosed $817,220 in assets and debt totaling $1.27 million at the time of the filing. BEUTLER'S LAWN & GARDEN: Selling Flint, MI Property for $157K ------------------------------------------------------------- Beutler's Lawn and Garden, Inc., by and through its attorneys, Simen, Figura & Parker, PLC, by Peter T. Mooney, asked the US Bankruptcy Court for the Eastern District of Michigan, Southern Division, for an order authorizing a sale of a real property it owns located at 5478 S. Saginaw Street, Flint, Michigan to Mr. [__] Hicks for $156,900. The purchase price of the sale will allow for the payment of the balance of the FirstMerit loan but not the payment of the IRS and state tax liens. The redemption amount for the First Merit is $101,424 plus interest since the foreclosure. Genesee County's tax balance is estimated to total $39,141. As these balance are moving targets Debtor estimated that the total now is no less than $145,000.00. That leaves $11,900 in equity. With closing costs and commission there is essentially no equity for tax liens, but Debtor would provide to carve out $2,000. The Debtor's proposal would allow $146.31 to be paid to the UIA, and $1,854 to the IRS. Beutler's Lawn and Garden is represented by: Peter T. Mooney SIMEN, FIGURA & PARKER, PLC 5206 Gateway Centre #200 Flint, MI 48507 Telephone: (810) 235-9000 E-mail: pmooney@sfplaw.com About Beutler's Lawn and Garden Beutlers Lawn and Garden, Inc. sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 14-33089) on Nov. 19, 2014 in Flint, Michigan. The Debtor is represented by Peter T. Mooney, Esq., at Simen, Figura & Parker. The Debtor estimated $100,000 to $500,000 in assets and $100,000 to $500,000 in debt. The petition was signed by Gregory Amy, the company president. BLUE EARTH: Filed Ch. 11 Plan, Got Disclosure Statement Approved ---------------------------------------------------------------- BankruptcyData.com reported that Blue Earth filed with the U.S. Bankruptcy Court a Joint Plan of Reorganization and related Disclosure Statement. According to the Disclosure Statement, "The Plan generally provides for a reorganization of the Debtors' business through a debt-for equity swap whereby JIG, the Debtors' Prepetition Secured Lender and DIP Lender, shall receive 100% of the Reorganized Blue Earth Equity Interests. Therefore, upon the Effective Date, JIG will become the 100% owner of Reorganized Blue Earth. Interests in Reorganized BE Tech will be Reinstated. More specifically, Reorganized Blue Earth will assume $8 million of debt into the Exit Contingent Note, from a combination of the full amount of the Plan Funding Amount, a substantial portion of the Allowed DIP Claim and a portion of the Allowed Prepetition Note Secured Claim, and convert $1 million from a combination of a portion of the Allowed DIP Claim and a portion of the Allowed Prepetition Note Secured Claim into Reorganized Blue Earth Equity Interests. Reorganized Blue Earth will retain the operations of Sumter Heat and Power as well as collect various other receivables. The Exit Contingent Note will have a term of 5 years, deferred interest accruing at 1%, and after 5 years any remaining amount of the Exit Contingent Note will be satisfied in full from the assets of Reorganized Blue Earth. Shortly after the Effective Date, Brooks Heat & Power will be transferred to a separate newly formed entity owned by JIG, and upon such transfer, the Exit Contingent Note will be reduced by $2,400,000. The newly formed entity will provide management services to the Reorganized Debtors, and the Reorganized Debtors will have no direct employees. It is anticipated that EnSite Power will be able to raise capital from third parties after the Effective Date." The report noted that the Court subsequently approved the Disclosure Statement and scheduled a July 19, 2016 hearing to consider the Plan. About Blue Earth Blue Earth, Inc. and its subsidiaries are comprehensive providers of alternative/renewable energy solutions for small and medium-sized commercial and industrial facilities. Blue Earth builds, manages, owns and operates independent power generation and management systems geared towards helping commercial and industrial building owners save energy and money, and reduce their carbon footprint. Blue Earth, Inc. and Blue Earth Tech, Inc. filed Chapter 11 bankruptcy petitions (Bankr. N.D. Calif., Case Nos. 16-30296 and 16-30297) on March 21, 2016. The petitions were signed by Robert G. Powell as CEO. The Debtors' other subsidiaries are not included in the filing. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. Pachulski, Stang, Ziehl & Jones LLP serves as the Debtors' counsel. Eos Capital Advisors LLC and Ice Glen Associates, LLC act as valuators of the Debtors' assets. Kurtzman Carson Consultants LLC represents the Debtors as claims and noticing agent. A 2-member panel has been appointed to serve as the Official Committee of Unsecured Creditors in the case. Judge Dennis Montali has been assigned the cases. BOMBARDIER RECREATIONAL: Moody's Rates US$700MM Term Loan Ba3 ------------------------------------------------------------- Moody's Investors Service assigned Baa3 and Ba3 ratings respectively to Bombardier Recreational Products Inc.'s (BRP) amended and restated C$425 million secured revolving credit facility and US$700 million term loan B. BRP's Ba3 corporate family rating, Ba3-PD probability of default rating, Baa3 rating on the existing C$350 million senior secured revolving credit facility, Ba3 rating on the existing US$792 million senior secured term loan B, and SGL-1 speculative grade liquidity rating remain unchanged. The ratings outlook remains stable. Moody's will withdraw the ratings on the existing revolver and term loan B at the close of the refinance transaction. "The refinance transaction is credit positive as US$92 million of existing BRP cash will be used to reduce Moody's adjusted leverage by 0.2x to 3.1x, and the maturity of the revolver and term loan will be extended by three and four years, respectively", says Peter Adu, a Moody's AVP. Ratings Assigned: C$425 million secured revolving credit facility due 2021, Baa3 (LGD1) US$700 million secured term loan due 2023, Ba3 (LGD3) RATING RATIONALE BRP's Ba3 corporate family rating (CFR) primarily reflects its good market positions and well recognized global brands, and solid key credit metrics. The rating also reflects the company's solid liquidity and demonstrated ability to successfully launch new products. The company's positive attributes are mitigated by the cyclical demand for its high-priced, discretionary products (snowmobiles, side-by-side and all-terrain vehicles, roadster, personal watercraft, outboard engines) and the inherent volatility in its earnings. Macroeconomic conditions influence demand for the company's products and the rating assumes only modest volume growth into the medium term due to muted economic growth expectations in some of its markets. However, further penetration of established products and new product introductions should drive modest EBITDA growth and enable leverage to be maintained below 3x through the next 12 to 18 months. BRP has very good liquidity (SGL-1), supported by pro forma cash of C$53 million after the US$92 million term loan paydown, an unused C$425 million revolver due in 2021, and Moody's expectation for annual free cash flow around C$200 million. These sources, totaling about C$680 million, are more than sufficient to fund annual term loan amortizations of US$7 million. BRP will not have to comply with any financial covenant unless its borrowing base less revolver drawings falls below C$100 million for 7 consecutive days, to which it will have to meet a minimum fixed charge coverage of 1.1x. Moody's does not expect this covenant to be restrictive for the foreseeable future. BRP has limited flexibility to boost liquidity from asset sales. The stable outlook reflects Moody's expectation that the strength of BRP's business profile will allow the company to maintain strong credit metrics through the next 12 to 18 months, despite soft economic growth conditions. The rating would be upgraded if BRP maintained strong liquidity and sustained adjusted Debt/EBITDA towards 2.5x and EBIT/Interest above 4.5x. The rating could be downgraded should earnings shortfall result in adjusted Debt/EBITDA being sustained towards 4x and EBIT/Interest below 2.5x. The rating could also be downgraded if BRP engages in a debt-funded distribution to its owners or if its liquidity position deteriorates. The principal methodology used in these ratings was Consumer Durables Industry published in September 2014. Bombardier Recreational Products Inc. is a global manufacturer of motorized recreational products. Revenue for the twelve months ended April 30, 2016 was about C$3.9 billion. The company is headquartered in Valcourt, Quebec, Canada. BOWIE RESOURCE: S&P Lowers CCR to 'CCC+' on Limited Liquidity ------------------------------------------------------------- S&P Global Ratings said it lowered its corporate credit rating on Bowie Resource Partners LLC to 'CCC+' from 'B'. The outlook is developing. S&P also withdrew the 'BB-' issue-level rating on the proposed $650 million term loan associated with a planned acquisition that did not occur. At the same time, S&P lowered its issue-level rating on the company's $335 million senior secured first-lien debt due 2020 to 'CCC+' from 'BB-'. S&P revised the recovery rating on the loan to '3' from '1', indicating its expectation of meaningful (50% to 70%; upper half of the range) recovery in the event of payment default. In addition, S&P lowered its issue-level rating on the company's $100 million senior secured second-lien debt due 2021 to 'CCC-' from 'CCC+' with the recovery rating on the debt unchanged at '6', indicating S&P's expectation of negligible (0% to 10%) recovery in the event of a default. "The developing outlook reflects the potential for an upgrade over the next 12 months if cash flow improves because EBITDA margins expand more than we currently forecast and the company successfully raises capital through asset sales and/or an equity infusion," said S&P Global Ratings credit analyst Vania Dimova. "We would lower our rating further if we foresee a liquidity shortfall in less than one year because these conditions do not occur." S&P could raise the rating if Bowie's liquidity position improved meaningfully and sustainably. This could occur if cash flow increases because profit margins are better than S&P expects and if the company raises capital through asset sales and/or an equity infusion. S&P could lower the rating further if Bowie's cash flows do not improve off seasonal lows in the first quarter and if it does not raise capital through asset sales and or an equity infusion. In this scenario S&P would envision a liquidity shortfall within the next year. BREITBURN ENERGY: Egan-Jones Assigns 'D' Sr. Unsec. Debt Rating --------------------------------------------------------------- Egan-Jones Ratings Company assigned a 'D' foreign currency senior unsecured rating on debt issued by Breitburn Energy Partners LP on May 17, 2016. EJR also assigned a 'D' rating on the commercial paper of the Company. Breitburn Energy Partners LP is an independent oil and gas master limited partnership focused on the acquisition, development, and production of oil and gas properties throughout the United States. Breitburn's producing and non-producing crude oil and natural gas reserves are located in Ark-La-Tex; the Midwest; the Permian Basin; the Mid-Continent; the Rockies; the Southeast; and California. BUCKTAIL MEDICAL: PCO Says Bankruptcy Didn't Affect Care -------------------------------------------------------- Laura W. Patt, the Patient Care Ombudsman for The Bucktail Medical Center, has filed a third interim report dated May 31, 2016. The PCO notes that the Debtor's Administration and Staff were open and cooperative during each on-site visit. Personnel were fully transparent in discussing their roles and responsibilities as well as providing any and all requested information and data. Further, management embraced the process of having a PCO on site and encouraged exchange between the PCO and management, which enabled the PCO to efficiently discharge her responsibilities. The PCO observes that the established theme at this Facility is that resident care is first and foremost. A strong sense of teamwork between the administration and staff was observed, as well as amongst staff members. The residents, staff, and administration have each expressed that they feel like a "family" and there is a genuine concern for the residents. In summary, the PCO did not note any circumstances or issues that would impact resident care at any of the Facilities as a result of the bankruptcy. The Bucktail Medical Center filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 15-04297) on Oct. 2, 2015. Hon. John J. Thomas presides over the cases. Kevin Joseph Petak, Esq., and James R. Walsh, Esq., at Spence, Custer, Saylor, Wolfe & Rose, LLC, serves as counsel to the Debtors. The Bucktail Medical Center owns and operates a 21-bed Critical Access Hospital, a 43 bed skilled nursing care facility, a basic life-support ambulance, and a community health clinic. In its petition, Bucktail Medical Center estimated $0 to 50,000 in assets and $1 million to $10 million in liabilities. The Debtors' petitions were signed by Timothy Reeves, CEO. BUDD COMPANY: Retiree Committee Can Execute BCBS, CDS Agreements ---------------------------------------------------------------- The Committee of Executive and Administrative Retirees sought and obtained from Judge Jack B. Schmetterer, of the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorization to execute several agreements with Central Data Services, Inc. ("CDS") and Blue Cross Blue Shield of Michigan ("BCBS Michigan"). The Retiree Committee represents the interests of debtor The Budd Company, Inc.'s executive and administrative retirees and their covered spouses and dependents ("E&A Retirees"). Judge Schmetterer authorized the Retiree Committee to execute these agreements: (1) the BCBS of Michigan Group Benefit and Rate Summary (Standard MA); (2) the BCBS of Michigan Group Benefit and Rate Summary (Premier MA); (3) the BCBS of Michigan Group Benefit and Rate Summary (Standard Pharmacy); (4) the BCBS of Michigan Group Benefit and Rate Summary (Premier Pharmacy); (5) the CDS Administrative Services Agreement; and (6) the CDS Business Associate Agreement. Judge Schmetterer previously authorized the Retiree Committee to execute these agreements: (a) the Group Benefit and Rate Summary Budd E&A VEBA (Standard MAPD); (b) the Group Benefit and Rates Summary Budd E&A VEBA (Premier MAPD); (c) the BCBSM Medicare Advantage Addendum; and (d) the Medicare Advantage Group Attestation Agreement. The Retiree Committee sought approval to enter into additional agreements necessary for the E&A VEBA to begin to provide benefits to the E&A Retirees as of Aug. 1, 2016. "This Court previously approved the Group Benefit and Rate Summary for the Premier and Standard MAPD benefits (Medicare Advantage and Prescription Drug), for the benefit of retirees who will enroll in combined medical and prescription drug benefits. The Retiree Committee now seeks to enter into these stand-alone Medicare Advantage and stand-alone Prescription Drug agreements, which group rates were negotiated by the Retiree Committee's attorneys and actuaries and which are competitive rates, for the benefit of retirees who will enroll in either medical or prescription drug benefits," the Retiree Committee contended. The Retiree Committee also sought to enter into an Administrative Services Agreement with CDS, where CDS will serve as the third party administrator for the E&A VEBA, and a Business Associate Agreement with CDS. Under the Business Associate Agreement, the Retiree Committee may disclose to CDS, and CDS may use and disclose to the Retiree Committee and other appropriate third parties, certain protected health information. The Administrative Services Agreement sets forth the services to be provided by CDS, which include services related to: (a) fund management and administration; (b) financial administration and reporting; and (c) eligibility administration. The Retiree Committee related that CDS's monthly benefit administrative services fee is $6,500, guaranteed at that rate for the first three years beginning on Aug. 1, 2016, plus certain administrative costs including production, printing, and distribution costs. It further related that CDS agreed to waive all set-up and conversion fees associated with its engagement. The Committee of Executive & Administrative Retirees is represented by: Catherine Steege, Esq. Melissa M. Root, Esq. JENNER & BLOCK LLP 353 North Clark Street Chicago, IL 60654-3456 Telephone: (312)222-9350 Facsimile: (312)527-0484 E-mail: csteege@jenner.com mroot@jenner.com About The Budd Company The Budd Company, Inc., a former supplier to the automotive industry, filed for chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle potential claims against its parent, ThyssenKrupp AG. The company -- which ceased manufacturing operations in 2006 and does not have any current employees, facilities or customers -- has obligations consisting largely of medical and other benefits to approximately 10,000 former employees. Liabilities amount to approximately $1 billion with assets of approximately $400 million. Most of the debt consists largely of medical and other benefits to approximately 10,000 former employees. The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in liabilities as of the Chapter 11 filing. The Hon. Jack B. Schmetterer oversees the case. The Debtor has tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as noticing, claims and balloting agent, and Conway MacKenzie Management Services, LLC's Charles M. Moore as CRO. The U.S. Trustee appointed five individuals to serve on the Committee of Executive & Administrative Retirees. The Segal Company (Eastern States), Inc. serves as the Committee's actuarial consultant. The Committee retained Solic Capital Advisors, LLC as its financial advisor. Reed Heiligman, Esq., at FrankGecker LLP, in Chicago, Illinois, represents the ad hoc committee of asbestos personal injury claimants. BUDD COMPANY: UAW Wants VEBA Established ---------------------------------------- The International Union, United Automobile, Aerospace and Agricultural Implement Workers of America ("UAW") asks the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, to authorize the steps necessary to establish a Voluntary Employees' Beneficiary Association ("VEBA") to provide retiree benefits to the UAW Retirees of Debtor The Budd Company, Inc., as well as their surviving spouses and dependents ("UAW Retirees"). UAW notes that the Debtor's Plan provides that prior to the Plan's effective date, a VEBA will be established for UAW Retirees ("UAW VEBA"). The Plan provides that the UAW VEBA will be managed by a committee ("UAW VEBA Committee"), which will be composed of five persons: three independent members "with expertise in health care, employee benefits, asset management, human resources, labor relations, economics, and/or law," and two members appointed by the UAW. The UAW names Suzanne Daniels, Francine Parker and Gary Petroni, as independent members of the UAW VEBA Committee. "The UAW, in coordination with the Debtor, has also prepared the form of trust agreement for the UAW VEBA... In order to fulfill the Plan requirements, the UAW VEBA Committee must be appointed, adopt the Trust Agreement, and establish the UAW VEBA. The UAW VEBA Committee must also perform a number of tasks on behalf of the UAW VEBA, including, but not limited to (1) negotiating and executing contracts with vendors, professionals, insurance carriers, benefits administrators and prescription drug providers, (2) setting up bank accounts and engaging investment managers, and (3) obtaining a tax ID number from the Internal Revenue Service... This Motion seeks authorization for the appointment of the foregoing individuals as the members of the UAW VEBA Committee. This Motion also seeks authorization for the UAW VEBA Committee to adopt a trust agreement... and to establish the UAW VEBA. This Motion finally seeks authorization for the UAW VEBA Committee to fulfill its responsibilities as provided in the Trust Agreement and perform all tasks necessary for the UAW VEBA to begin providing retiree benefits to UAW Retirees on the UAW VEBA Effective Date," the UAW avers. The International Union, United Automobile, Aerospace and Agricultural Implement Workers of America is represented by: James L. Bromley, Esq. David E. Wagner, Esq. CLEARY GOTTLIEB STEEN & HAMILTON LLP One Liberty Plaza New York, NY 10006 Telephone: (212)225-2000 Facsimile: (212)225-3999 E-mail: jbromley@cgsh.com dwagner@cgsh.com - and - Scott R. Clar, Esq. CRANE, HEYMAN, SIMON, WELCH & CLAR 135 South LaSalle Street, Suite 3705 Chicago, IL 60603 Telephone: (312)641-6777 Facsimile: (312)641-7114 E-mail: sclar@craneheyman.com About The Budd Company The Budd Company, Inc., a former supplier to the automotive industry, filed for chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle potential claims against its parent, ThyssenKrupp AG. The company -- which ceased manufacturing operations in 2006 and does not have any current employees, facilities or customers -- has obligations consisting largely of medical and other benefits to approximately 10,000 former employees. Liabilities amount to approximately $1 billion with assets of approximately $400 million. Most of the debt consists largely of medical and other benefits to approximately 10,000 former employees. The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in liabilities as of the Chapter 11 filing. The Hon. Jack B. Schmetterer oversees the case. The Debtor has tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as noticing, claims and balloting agent, and Conway MacKenzie Management Services, LLC's Charles M. Moore as CRO. The U.S. Trustee appointed five individuals to serve on the Committee of Executive & Administrative Retirees. The Segal Company (Eastern States), Inc. serves as the Committee's actuarial consultant. The Committee retained Solic Capital Advisors, LLC as its financial advisor. Reed Heiligman, Esq., at FrankGecker LLP, in Chicago, Illinois, represents the ad hoc committee of asbestos personal injury claimants. CENTRAL GARDEN: Egan-Jones Cuts Sr. Unsec. Ratings to B+ -------------------------------------------------------- Egan-Jones Ratings Company lowered the senior unsecured ratings on debt issued by Central Garden & Pet Co to B+ from B on May 19, 2016. Central Garden & Pet Company, together with its subsidiaries, produces and markets products for the pet, and lawn and garden supplies industries in the United States. CENTURY ALUMINUM: Egan-Jones Lowers FC Sr. Unsec. Rating to B- -------------------------------------------------------------- Egan-Jones Ratings Company downgraded the foreign currency senior unsecured rating on debt issued by Century Aluminum Co to B- from B on May 19, 2016. Century Aluminum Company is a US-based producer of primary aluminium, with aluminum plants in the US and Iceland. It the second-largest producer of primary aluminium in the United States, after Alcoa. CHAPARRAL ENERGY: Ad Hoc Committee Objects to Evercore Fees ----------------------------------------------------------- The Ad Hoc Committee of Chaparral Energy, Inc. et al., filed with the U.S. Bankruptcy Court for the District of Delaware an objection to the request of the Debtors to employ Evercore Group LLC as investment banker and financial advisor. The Ad Hoc Committee claimed the Debtors have failed to demonstrate the pre-approval of Evercore's proposed fee and expense structure under 11 U.S.C. Section 328(a) is reasonable under the circumstances; rather, Evercore's retention should be approved subject to a reservation of rights under Section 330. As the Debtors have recognized, there is a limited universe of issues to be resolved before a plan of reorganization can be proposed. Nevertheless, the proposed Fee and Expense Structure, if approved, would result in Evercore potentially earning an $8 million Restructuring Fee for no reason other than that the Debtors eventually emerge from bankruptcy, regardless of the work Evercore was required to do or recoveries to the Debtors' creditors. The Ad Hoc Committee requested that the Court (a) preserve the Ad Hoc Committee's ability to review and object to Evercore's Fee and Expense Structure pursuant to the reasonableness standard under Section 330 of the Bankruptcy Code, (b) deny the Financing Fee in its current formulation, and (c) grant other relief as this Court deems just and proper. The Ad Hoc Committee is represented by: Robert K. Malone, Esq. Steven K. Kortanek, Esq. DRINKER BIDDLE & REATH LLP 222 Delaware Ave., Ste. 1410 Wilmington, DE 19801-1621 Tel: (302) 467-4200 Fax: (302) 467-4201 E-mail: howard.cohen@dbr.com robert.malone@dbr.com steven.kortanek@dbr.com - and - Evan R. Fleck, Esq. Michael W. Price, Esq. MILBANK, TWEED, HADLEY & McCLOY LLP 28 Liberty Street New York, NY 10005 Tel: (212) 530-5000 Fax: (212) 530-5219 E-mail: efleck@milbank.com mprice@milbank.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: Sec. 341 Meeting Set on June 17 ------------------------------------------------- The U.S. Trustee has scheduled the meeting of creditors under 11 U.S.C. Sec. 341(a) for Chaparral Energy, Inc., on Friday, June 17, 2016, at 10:00 a.m., at the J. Caleb Boggs Federal Building, 844 King Street, Wilmington DE 19801. 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: US Trustee Objects to Evergreen Retainers ----------------------------------------------------------- Andrew R. Vara, the Acting U.S. Trustee for Region Three, filed with the U.S. Bankruptcy Court for the District of Delaware an objection to the request of Chaparral Energy, Inc., et al., to hire Latham & Watkins LLP as bankruptcy co-counsel, Kurtzman Carson Consultants LLP as administrative consultant, Richard, Layton & Finger, P.A. as co-counsel and Opportune LLP as financial advisor for the Debtors. The U.S. Trustee stated that the Applicants have not shown that they meet or satisfy any of the factors outlined in In re Insilco (Bankr. D. Del. 2003). On the contrary, given the fact that the Applicants (i) have substantial retainers, (ii) the Applicants have favorable compensation and payment terms in accordance with the proposed Interim Compensation Motion and (iii) Applicants have the benefit of the Carve-Out in the Interim Cash Collateral Order, there is little if any risk that the fees and expenses of the Debtors' counsel will not be paid. The multiple 'risk minimization' devices make the request for an evergreen retainer nothing more than an unnecessary encumbering and binding of estate funds and resources. The U.S. Trustee pointed out that the court in Insilco recognized that an evergreen retainer is similar to a security retainer in that it is to secure payment of fees for future services. In the case of an evergreen retainer, the funds are not intended to be used to pay approved fees until approval of the final fee application. Instead, the holder of an evergreen retainer intends to be paid its interim fees and expenses out of operating cash. Such a position is designed to minimize a professional's risk of non-payment if a debtor's financial position deteriorates, an estate becomes illiquid and does not have sufficient cash flow to pay professional fees. Insilco, 291 B. R. at 632. The U.S. Trustee is represented by: David L. Buchbinder, Esq. J. Caleb Boggs Federal Building 844 King Street, Suite 2207, Lockbox 35 Wilmington, DE 19801 Tel: (302) 573-6491 Fax: (302) 573-6497 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. CHARLES MICHAEL SWAN: July 21 Plan Confirmation Hearing ------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California issued an order tentatively approving Charles Michael Swan's combined plan and disclosure statement and fixed July 21, 2016, at 10:00 a.m., as the hearing on final approval of the disclosure statement, if a written objection has been timely filed, and for the hearing on confirmation of the plan. The hearing will be held in the Courtroom of the Honorable Charles Novack, located at 1300 Clay Street, Room 215, Oakland, CA 94612. July 14, 2016 is fixed as the last day for filing written acceptances or rejections of the plan. July 14 is also fixed as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. The bankruptcy case is Charles Michael Swan, Case No. 14-41486 (Bankr. N.D. Calif.). The Debtor is represented by: William F. McLaughlin, Esq. 1305 Franklin Street, Suite 311 Oakland, CA 94612 Tel: (510) 839-4456 CHOUDRIES INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Choudries Inc. dba Super Seven Food Mart 307 Kay Road Mechanicsburg, PA 17050 Case No.: 16-02475 Chapter 11 Petition Date: June 13, 2016 Court: United States Bankruptcy Court Middle District of Pennsylvania (Harrisburg) Judge: Hon. Mary D France Debtor's Counsel: Gary J Imblum, Esq. IMBLUM LAW OFFICES, P.C. 4615 Derry Street Harrisburg, PA 17111 Tel: 717 238-5250 Fax: 717 558-8990 E-mail: gary.imblum@imblumlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Abdul Akhter, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/pamb16-02475.pdf CITICARE, INC: Patient Care Ombudsman Report Due June 17 -------------------------------------------------------- Citicare, Inc., filed a notice that Daniel T. McMurray, the Bankruptcy Court-appointed patient care ombudsman, will be electronically filing his 17th periodic written Ombudsman Report on June 17, 2016. If you would like a copy of the Report, please contact: Stephanie Gibbons Legal Assistant Neubert, Pepe & Monteith, P.C. 195 Church Street, 13th Floor New Haven, Connecticut 06510 Tel: (203) 821-2000 E-mail: sgibbons@npmlaw.com Citicare, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. N.Y. Case No. 13-11902) on June 9, 2013. The petition was signed by Silva Umukoro, the president. The Debtor is represented by Gabriel Del Virginia, Esq. The Debtor estimated assets of $500,000 to $1 million and debts of $1 million to $10 million. COLFAX GROUP: Egan-Jones Cuts FC Sr. Unsec. Rating to BB+ --------------------------------------------------------- Egan-Jones Ratings Company lowered the foreign currency senior unsecured rating on debt issued by Colfax Group to BB+ from BBB- on May 18, 2016. Colfax Corporation is an American industrial corporation headquartered in Annapolis Junction, Maryland. CONSTELLATION ENTERPRISE: Seeks Approval of Bid Procedures ---------------------------------------------------------- Constellation Enterprises LLC, et al., ask the U.S. Bankruptcy Court to approve the procedures governing the bidding and auction of of substantially all or a portion of the Debtors' assets other than the assets of Columbus Holdings Inc. and Columbus Steel Castings Company. The Bidding Procedures are designed to ensure an orderly and efficient sale process, and describe, among other things, (a) the procedures for interested parties to access due diligence materials, submit bids, and become a Qualified Bidder, (b) the time, place, and process of any Auction, (c) the selection and approval of any ultimately successful bidders, and (d) certain deadlines. The Debtors proposed below timeline for the Sale: July 6, 2016: Bid Deadline July 7, 2016: Sale Objection Deadline & Assumption and Assignment Hearing July 11, 2016: Auction July 12, 2016: Reply Deadline July 14, 2016: Sale Hearing Scope of Bid: Each Bid must be for the purchase of all, and not less than all, of the Subject Assets and the assumption of all, and not less than all, of the Assumed Liabilities. Minimum Bid: Each Bid must have a purchase price, including any assumption of liabilities, that has a value greater than the sum of: (a) the Purchase Price plus (b) the amount of the Expense Reimbursement, plus (c) $500,000 and, in any event, provide for sufficient cash at the closing of such Bid to repay, in full and in immediately available funds, the full amount of the Obligations owed by the Debtors arising under the DIP Facility. In addition, each Bid must expressly provide for the payment of the expense reimbursement of the Stalking Horse Purchaser as contemplated by the Stalking Horse Agreement in cash upon selection as, and to the extent selected as, the Successful Bid. With the support of various of their secured creditors, the Debtors believe that the Bidding Procedures provide for a sale process that preserves the businesses as going-concerns, and also supports two other important goals: (a) encouraging participation from wide group of potential bidders for the Subject Assets; and (b) minimizing the impact of negative operating “cash burn” on these estates during a prolonged auction and sale process. Proposed Attorneys for the Debtors and Debtors-in-Possession: Daniel J. DeFranceschi, Esq. Zachary I. Shapiro, Esq. Rachel L. Biblo, Esq. Joseph C. Barsalona II, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 Email: defranceschi@rlf.com shapiro@rlf.com biblo@rlf.com barsalona@rlf.com -- and -- Adam C. Rogoff, Esq. Joseph A. Shifer, Esq. KRAMER LEVIN NAFTALIS & FRANKEL LLP 177 Avenue of the Americas New York, New York 10036 Telephone: (212) 715-9100 Facsimile: (212) 715-8000 Email: arogoff@kramerlevin.com jshifer@kramerlevin.com About Constellation Enterprises Constellation Enterprises LLC, through its subsidiaries, manufactures custom engineered metal components for various end markets such as rail transportation, oil and gas, general industrial, nuclear, aerospace, and small gas engine markets. The company was incorporated in 1996 and is based in Caldwell, Texas. Constellation Enterprises LLC (Bankr. D. Del. Case No. 16-11213) and its affiliates Columbus Holdings, Inc. (Bankr. D. Del. Case No. 16-11214), Columbus Steel Castings Company (Bankr. D. Del. Case No. 16-11215), Eclipse Manufacturing Co. (Bankr. D. Del. Case No. 16-11219), JFC Holding Corporation (Bankr. D. Del. Case No. 16-11221), Metal Technology Solutions, Inc. (Bankr. D. Del. Case No. 16-11218), Steel Forming, Inc. (Bankr. D. Del. Case No. 16-11220), The Jorgensen Forge Corporation (Bankr. D. Del. Case No. 16-11222), Zero Corporation (Bankr. D. Del. Case No. 16-11216), and Zero Manufacturing, Inc. (Bankr. D. Del. Case No. 16-11217) filed for Chapter 11 bankruptcy protection on May 16, 2016. The petitions were signed by William Lowry, chief financial officer. The Debtors estimated their assets at between $1 million and $10 million and their debts at between $100 million and $500 million. Adam C. Rogoff, Esq., and Joseph A. Shifer, Esq., at Kramer Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy counsel. Daniel J. DeFranceschi, Esq., Zachary I. Shapiro, Esq., Rachel L. Biblo, Esq., and Joseph C. Barsalona II, Esq., at Richards, Layton & Finger, P.A., serve as the Debtors' co-counsel. Imperial Capital, LLC, is the Debtors' financial advisor. Conway Mackenzie Management Services LLC is the Debtors' crisis management & restructuring services provider. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims and noticing agent. CORE RESOURCE: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Core Resource Management, Inc. fdba Core Royalties fdba Nitro fdba Direct Pet Health Holdings Inc. fdba CORE - Chiltepin Holdings, Inc. fdba CORE - Chiltepin Canadian Holdings, Inc. 3131 East Camelback Road Suite 211 Phoenix, AZ 85016 Case No.: 16-06712 Chapter 11 Petition Date: June 13, 2016 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Brenda K. Martin Debtor's Counsel: Adam E. Hauf, Esq. HAUF LAW, PLC 4225 W Glendale Avenue Suite A-104 Phoenix, AZ 85051 Tel: 623-252-0742 Fax: 623-321-2310 E-mail: adam@hauflaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dennis Miller, chief operating officer. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. COTT CORP: Moody's Assigns B3 Rating on New EUR450MM Sr. Bonds -------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Cott Corporation's new EUR450million senior unsecured bonds and upgraded its second lien notes due 2021 to Ba2. Cott's other ratings including its B2 Corporate Family Rating, the B2-PD Probability of Default Rating, SGL-2 liquidity rating, and B3 rating on its existing $525 million senior unsecured debt were affirmed. The debt issuance will be used for general corporate purposes, primarily to finance its pending acquisition of Eden Springs (Hydra Dutch Holdings 2 B.V., B2, negative), a deal valued at approximately Euro 470 million (US $530 million). Eden is a leading provider of water and coffee delivery services to homes and offices in a variety of European countries, Israel and Russia. Moody's expects the transaction to close in the third quarter of fiscal 2016. The rating outlook is stable. RATINGS RATIONALE "Cott's B2 Corporate Family Rating reflects its growing geographic and business diversification following the acquisition of Eden Springs, continuing its transformation away from its legacy private label beverage business which has been in decline" said Linda Montag, Moody's Senior Vice President. "While leverage will rise post-acquisition of Eden it will remain acceptable for the current rating with debt/EBITDA (including Moody's standard adjustments) at around 4.8 times at closing" she added. Integration risk exists given the addition of numerous new markets and customers. However Cott's successful integration of US-based water services company DS Services of America (DSSA), acquired in 2014, and Canadian-based Aqua Terra in 2015 provide a strong platform from which to manage the addition of Eden. Moody's notes that the rating incorporates the expectation that Cott will remain acquisitive as it seeks to continue to grow away from its core private label business. Cott is exposed to long-term declining volume trends in the carbonated soft drinks and juice categories but the entry into water services businesses in the US, Canada and now European geographies are transforming the company. Cott's product and customer concentration, previously a concern in the legacy private label business, will further improve with the Eden transaction while profitability will benefit due to margins in the water services business that exceed those of private label. Carbonated soft drinks, once about a third of the company's total EBITDA will fall to about 13% after the Eden transaction, while Cott's largest retail exposure, will fall from 28% before both DSSA and Eden to about 11% after the latest transaction. Moody's notes that the water services businesses are exposed to potentially volatile resin costs and to macroeconomic variables, most notably employment rates which can cause slowdowns in economic recessions. Moody's took these rating actions: Cott Corporation Ratings assigned: New Senior Unsecured EUR450 million 8 year notes at B3(LGD4) Ratings affirmed: Corporate Family Rating at B2; Probability of Default rating at B2-PD; Speculative Grade Liquidity Rating at SGL-2 Cott Beverages, Inc. Ratings affirmed: $525 million of senior unsecured debt due 2022 at B3 (LGD4); $625 million of senior unsecured debt due 2020 at B3 (LGD4) DS Services of America, Inc. (guaranteed by Cott) Ratings upgraded: $350 million of senior secured 2nd lien debt due 2021 to Ba2(LGD2) from Ba3 (LGD2) The upgrade of the senior secured 2nd lien legacy DSSA notes reflects the greater proportion of unsecured debt in the capital structure following the issuance of more unsecured debt that would absorb loss before the secured notes. The stable outlook assumes that the acquisition of Eden will be successful and will not become a distraction to Cott. It also assumes that no further large debt financed acquisitions or share buybacks will be contemplated before leverage is reduced. Given the potential for volatility in Cott's operating performance, a ratings upgrade would require debt-to-EBITDA approaching 4 times on a sustainable basis, complemented by a good liquidity profile and demonstrated positive momentum in volumes, revenues, and profitability. A decline in earnings as a result of volume declines, margin contraction, a weakening of Cott's liquidity, or an increase in leverage such that debt-to-EBITDA materially exceeds 5.5 times could result in a ratings downgrade. Cott, based in Toronto, Ontario, and Tampa, Florida, is one of the world's largest private-label and contract manufacturing beverage companies and has annual sales of approximately $3 billion. Cott's product portfolio includes carbonated soft drinks; clear, still and sparkling flavored waters; juice; juice-based products; bottled waters; energy related drinks; and ready-to-drink teas. Cott's customers include many of the largest national and regional grocery, drugstore and convenience store chains, and wholesalers. Cott is also a provider of bottled water, coffee and related services delivered directly to residential and commercial customers in the US and Canada. The core business of the water services segment is the bottling and direct delivery of drinking water in 3 and 5 gallon bottles to homes and offices and the rental of water dispensers. The company also sells water in smaller bottles, cups, coffee, flavored beverages, powdered sticks and water filtration devices. Headquartered in Switzerland, Hydra Dutch Holdings 2 B.V. is the parent holding company of Eden Springs, a leading provider of water and coffee solutions across Europe, Russia and Israel. It had 2015 sales of over EUR360 million. The combined business will have over $3.3 billion in sales and will become the clear number one player in the Home Office Water Services business in both North America and Europe. The principal methodology used in these ratings was Global Soft Beverage Industry published in May 2013. COWAN ROAD: Hyneman Buys Harrison County Property for $1.60M ------------------------------------------------------------ Cowan Road and Highway 90, LLC, by its attorneys, asks the US Bankruptcy Court for the Southern District of Mississippi for permission to sell a real property in Harrison County, MS to Hyneman Cos., LLC for $1,600,000. Prior to the filing of the bankruptcy petition, the Debtor executed a note and deed of trust to PriorityOne Bank. At the time of the filing of the bankruptcy petition, the loan balance was as follows: Borrower: Conwan Road & Highway 90, LLC Loan No. 12058704 (renewal) Date of Loan: December 27, 2013 Principal: $2,277,914.64 Interest: $684,805.37 Legal Fees: $257.18 Payoff: $2,962,977.79 Per Dien Interest: $411.29 Collateral: Real Property Personal Guaranty: Michael T. Long, Greg Rutland (deceased) In the exercise of its best business judgment, the Debtor has made the decision that the liquidation of the Harrison County, MS property is in its best interest, the interest of the PriorityOne Bank, which holds the first lien upon real property, and in the best interest of all creditors. Cowan Road & Highway 90, LLC is represented by: Craig M. Geno Jarret P. Nichols LAW OFFICES OF CRAIG M. GENO, PLLC 587 HIghland Colony Parkway Ridgeland, MS 39157 Telephone: (601) 427-0048 Facsimile: (601) 427-0050 E-mail: cmgrno@cmgenolaw.com jnichols@cmgenolaw.com The buyer can be reached at: THE HYNEMAN COMPANIES LLC 489 Jordan Dr., Biloxi, MS Tel: (228) 385-2706 Fax: (228) 385-2731 About Cowan Road & Highway 90 Cowan Road and Highway 90, LLC, filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 15-52053) on Dec. 14, 2015. Judge Katharine M. Samson is assigned to the case. The Debtor is represented by Craig M. Geno, Esq., at the law Offices of Craig M. Geno, PLLC. The Debtor estimated $1 million to $10 million in assets and $1 million to $10 million in debt. The petition was signed by Michael T. Long, member/manager. DJWV1 LLC: Hires Offutt Nord Burchett as Attorneys -------------------------------------------------- DJWV1 LLC, seeks authorization from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Offutt Nord Burchett, PLLC as attorney for the Debtor and Debtor-in-Possession. The Debtor requires ONB to: a. provide the Debtor legal advice with respect to its powers and duties as debtor-in-possession and in the operation of its business and management of its property; b. represent the Debtor in defence of any proceeding instituted to reclaim property or to obtain relief from the automatic stay under 362(a) of the Bankruptcy Code; c. prepare any necessary applications, answers, orders, reports and other legal papers and appear on the Debtor's behalf in proceedings instituted by or against the Debtor; d. assist the Debtor with the sale of their assets under Section 363 of the Bankruptcy Code; e. assist the Debtor in preparation of schedules, statements of financial affairs, and any amendments thereto which the Debtor may be required to file in this case; f. assist the Debtor in the preparation of a plan and a disclosure statement; g. assist the Debtor with other legal matters, including, among others, securities, corporate, real estate, tax, intellectual property, employee relations, general litigation, and bankruptcy legal work; h. perform all of the legal services for the Debtor which may be necessary or desirable herein. ONB will be paid at these hourly rates: Stephen S. Burchett $275 S. Taylor Hood $225 Melanie Kerstetter $135 Other attorneys and paralegals will render services to the Debtor as needed. $275 for Partners and Of Counsel; $225 for Associates; and $135 for Legal Assistants/Paralegals. ONB will also be reimbursed for reasonable out-of-pocket expenses incurred. S. Taylor Hood, partner of Offutt Nord Burchett, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. ONB may be reached at: S. Taylor Hood, Esq. Offutt Nord Burchett, PLLC 949 Third Avenue, Suite 300 Huntington, WV 25701 Telephone: (304)529-2868 Facsimile: (304)529-2999 E-mail: sthood@onblaw.com About DJWV1 LLC DJWV1, LLC sought protection under Chapter 11 of the BankruptcyCode 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. DORAL FINANCIAL: $16-Mil. UMB Settlement Approved ------------------------------------------------- Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York, approved the Settlement Agreement executed among Doral Financial Corporation, et al., UMB Bank, N.A., and the Official Committee of Unsecured Creditors. UMB Bank had filed a claim against Debtor Doral Properties, Inc. in the amount of $17,943,889.15. The Settlement Agreement contains, among others, these relevant terms: (a) Within five business days following the full execution of the Agreement, the Debtor shall file with the Bankruptcy Court an appropriate motion or other papers required to seek entry by the Bankruptcy Court of a final order approving the Agreement ("9019 Order"); (b) Upon the entry of the 9019 Order ("Effective Date"), the Claimant shall have an allowed general unsecured claim against the Debtor ("Settled Claim") in the agreed upon amount of $16,000,000.00 ("Settled Claim Amount") and shall have no other claims against the Debtor or its estate. (c) Upon the Effective Date, (i) the Debtor's Schedule of Assets and Liabilities shall be deemed amended to replace the Scheduled Claim Amount with the Settled Claim Amount and (ii) the claims agent in the Debtor's chapter 11 case shall be authorized and directed to adjust the claims register in accordance with the Agreement. (d) With the exception of the right to receive distributions on account of the Settled Claim, the Claimant, for itself and on behalf of its successors, assigns, agents, representatives, and professionals, and with respect to the Claim filed on behalf of the Bondholders, upon the Effective Date, fully, finally, and forever releases, relinquishes and discharges, and covenants not to sue in respect of any claims released herein, the Debtor, its estate, and its principals, officers, directors, members, attorneys, consultants, advisors, agents, assigns, administrators and representatives, from all rights, claims, demands, damages of any kind, and causes of action of every nature, whether known or unknown, asserted or unasserted relating to the Debtor, including, without limitation, any and all claims arising under or relating to the Loan Documents. (e) The Claimant maintains any and all: (i) rights to vote on and file objections to any plan proposed in the Debtor's chapter 11 case, and the Debtor and the Committee reserve all rights with respect thereto; (ii) rights with respect to the DPI Claim; and (iii) rights under this Agreement. About Doral Financial Corp. Doral Financial Corp. (the "DFC") is a holding company whose primary operating asset was equity in Doral Bank. DFC maintains offices in New York City, Coral Gables, Florida and San Juan, Puerto Rico. The company has three wholly-owned subsidiaries: Doral Properties, Inc., Doral Insurance Agency, LLC, and Doral Recovery, Inc. On Feb. 27, 2015, regulators placed Doral Bank into receivership and named the Federal Deposit Insurance Corp. as receiver. Doral Bank served customers through 26 branches located in New York, Florida, and Puerto Rico. DFC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 15-10573) in Manhattan on March 11, 2015. The case is assigned to Judge Shelley C. Chapman. It estimated $50 million to $100 million in assets and $100 million to $500 million in debt as of the bankruptcy filing. DUER WAGNER: Asks Court to Approve Additional Services from PwC --------------------------------------------------------------- Duer Wagner III Oil & Gas, LP and its affiliates have asked the U.S. Bankruptcy Court for the Northern District of Texas to allow their tax accountant PricewaterhouseCoopers, LLP to provide additional services. The Debtor wants the firm to provide U.S. federal income tax work for the 2015 and 2016 tax years, according to court filings. PwC will charge the Debtors a flat fee of $40,000 for the 2015 tax work and $20,000 for the 2016 tax work. The additional services will not cause a conflict or be adverse to any work that PwC is doing or has done for any party in the Debtors' bankruptcy cases. The firm continues to be a "disinterested person" as defined under section 101(14) of the Bankruptcy Code, according to court filings. The Debtors can be reached through their counsel: John Y. Bonds, III Joshua N. Eppich H. Brandon Jones Paul M. Lopez Shannon, Gracey, Ratliff & Miller, L.L.P. 420 Commerce Street, Suite 500 Fort Worth, Texas 76102 (817) 336-9333 telephone (817) 336-3735 facsimile About Duer Wagner III Duer Wagner III Oil & Gas, LP and its affiliates each filed Chapter 11 bankruptcy petition in the Northern District of Texas (Ft. Worth) on May 15, 2015. The petitions were signed by Roy E. Guinnup, manager of Duer Wagner III & Partners, LLC, the general partner. The cases are jointly administered under Case No. 15-41961. The Debtors are represented by Joshua N. Eppich, Esq., Hunter Brandon Jones, Esq., and John Y. Bonds, III, Esq., at Shannon, Gracey, Ratliff & Miller, LLP. Duer Wagner III estimated assets of $1 million to $10 million and debts of $100 million to $500 million. ELKVIEW RECLAMATION: Hires Offutt Nord Burchett as Attorneys ------------------------------------------------------------ Elkview Reclamation and Processing, LLC, seeks authorization from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Offutt Nord Burchett, PLLC as Attorney for the Debtor and Debtor-in-Possession. The Debtor requires ONB to: a. provide the Debtor legal advice with respect to its powers and duties as debtor-in-possession and in the operation of its business and management of its property; b. represent the Debtor in defence of any proceeding instituted to reclaim property or to obtain relief from the automatic stay under 362(a) of the Bankruptcy Code; c. prepare any necessary applications, answers, orders, reports and other legal papers and appear on the Debtor's behalf in proceedings instituted by or against the Debtor; d. assist the Debtor with the sale of their assets under Section 363 of the Bankruptcy Code; e. assist the Debtor in preparation of schedules, statements of financial affairs, and any amendments thereto which the Debtor may be required to file in this case; f. assist the Debtor in the preparation of a plan and a disclosure statement; g. assist the Debtor with other legal matters, including, among others, securities, corporate, real estate, tax, intellectual property, employee relations, general litigation, and bankruptcy legal work; h. perform all of the legal services for the Debtor which may be necessary or desirable herein. ONB will be paid at these hourly rates: Stephen S. Burchett $275 S. Taylor Hood $225 Melanie Kerstetter $135 Other attorneys and paralegals will render services to the Debtor as needed. They will be paid at these hourly rates: $275 for Partners and Of Counsel; $225 for Associates; and $135 for Legal Assistants/Paralegals. ONB will also be reimbursed for reasonable out-of-pocket expenses incurred. S. Taylor Hood, partner of Offutt Nord Burchett, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. ONB may be reached at: S. Taylor Hood, Esq. Offutt Nord Burchett, PLLC 949 Third Avenue, Suite 300 Huntington, WV 25701 Telephone: (304)529-2868 Facsimile: (304)529-2999 E-mail: sthood@onblaw.com About Elkview Reclamation Elkview Reclamation & Processing LLC sought protection underChapter 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. ENERGY XXI: Files Schedules of Assets and Liabilities ----------------------------------------------------- Energy XXI Ltd. filed with the U.S. Bankruptcy Court for the Southern District of Texas its schedules of assets liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- -------------- ----------------- A. Real Property $95,979,564.02 B. Personal Property $0 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $1,543,278,368.00 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-Priority Claims $1,206,231,586.98 -------------- ----------------- Total $95,979,564.02 $2,749,509,954.98 A copy of the schedules is available for free at: https://is.gd/UTyCiv About Energy XXI Energy XXI Ltd was incorporated in Bermuda on July 25, 2005. With its principal operating subsidiary headquartered in Houston, Texas, Energy XXI is engaged in the acquisition, exploration, development and operation of oil and natural gas properties onshore in Louisiana and Texas and in the Gulf of Mexico Shelf. It is listed on the NASDAQ Global Select Market under the symbol "EXXI". Energy XXI Ltd and 25 of its affiliates filed on April 14, 2016, bankruptcy petitions in the U.S. Bankruptcy Court for the Southern District of Texas (Bankr. S.D. Tex. Lead Case No. 16-31928). The petitions were signed by Bruce W. Busmire, the CFO. Judge Karen K. Brown is assigned to the cases. Energy XXI Ltd on April 14, 2016, also filed a winding-up petition commencing an official liquidation proceeding under the laws of Bermuda before the Supreme Court of Bermuda. The Debtors sought bankruptcy protection after reaching a deal With lenders on the filing of a restructuring plan that would convert $1.45 billion owed to second lien noteholders into equity of the reorganized company. The Debtors have hired Vinson & Elkins LLP as counsel, Gray Reed & McGraw, P.C. as special counsel, Conyers Dill & Pearman as Bermuda counsel, Locke Lord LLP as regulatory counsel, PJT Partners LP as investment banker, Opportune LLP as financial advisor, Epiq Systems, Inc., as notice and claims agent. Wilmer Cutler Pickering Hale and Dorr LLP represents an ad hoc group of certain holders and investment advisors and managers for holders of obligations arising from the 8.25% Senior Notes due 2018 issued pursuant to that certain Indenture, dated as of Feb. 14, 2011, by and among EPL Oil & Gas, Inc., certain of EPL's subsidiaries, as guarantors, and U.S. Bank National Association, as trustee. The Office of the U.S. Trustee on April 26 appointed five creditors of Energy XXI Ltd. to serve on the official committee of unsecured creditors. The Committee retains Heller, Draper, Patrick, Horn & Dabney LLC as its co-counsel, Latham & Watkins LLP as its co-counsel, and FTI Consulting, Inc. as its financial advisor. FIELDWOOD ENERGY: S&P Lowers CCR to 'SD' on Distressed Exchanges ---------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on oil and gas exploration and production company Fieldwood Energy LLC to 'SD' from 'CC'. At the same time, S&P lowered its issue-level rating on the company's second-lien term loan to 'D' from 'CC'. The recovery rating on this debt remains '4', reflecting S&P's estimate of average (30% to 50%, higher end of the range) recovery to creditors in the event of a payment default. S&P's 'CCC' issue-level rating on the company's first lien term loan and the '1' recovery rating are unchanged. The '1' recovery reflects S&P's estimate of very high (90% to 100%) recovery to creditors in the event of a payment default. "The downgrade follows the company's disclosure that the company's financial sponsor, Riverstone, which owns approximately 99% of Fieldwood, has purchased over $640 million par value of the second-lien term loan at a significant discount," said S&P Global Ratings credit analyst David Lagasse. "We view these well-below par repurchases as distressed exchanges, given the sizeable percentage of debt outstanding that was repurchased by an affiliated party of Fieldwood, and our view that the company was at risk of conventional default prior to the repurchases," he added. S&P expects to reevaluate the company's corporate credit rating under its new capital structure over the next several days. FIRST QUALITY: S&P Affirms 'BB' CCR, Outlook Negative ----------------------------------------------------- S&P Global Ratings said that it affirmed its 'BB' corporate credit rating on Great Neck, NY.–based First Quality Enterprises Inc. The outlook is negative. S&P also affirmed its 'BBB-' issue-level rating on the company's senior secured bank credit facilities with a recovery rating of '1', reflecting S&P's expectation for very high (90%-100%) recovery in the event of a payment default. At the same time, S&P affirmed its 'BB' issue level rating on the senior unsecured debt, with a recovery rating of '4', reflecting S&P's expectation for average (30% to 50%, in the higher half of the range) recovery in the event of a payment default. Reported debt outstanding as of March 31, 2016 was about $2.1 billion, including notes payable to related parties. The affirmation of First Quality's 'BB' rating reflects S&P's view of the company's defensible position, primarily as a private-label products manufacturer in categories with stable end-user demand (notably adult care, towel and tissue, and infant care), and its satisfactory track record of organic earnings growth over the last few years (excluding recall and litigation charges in 2014). S&P believes this is primarily driven by the addition of new capacity, relatively efficient operations, operating profit margins in line with peers', and working capital turnover generally consistent with industry norms. The negative outlook reflects S&P's expectation that the company's DCF will continue to be negative due to the ongoing investments to expand capacity and high dividend payments. Its weak DCF means First Quality is dependent on profit and EBITDA growth to reduce cash flow leverage, which makes credit metrics improvement reliant on continued stable and growing operating performance. S&P has also factored into its rating First Quality's customer concentration that could weaken its bargaining power, particularly with Wal-Mart and Sam's Club. Moreover, the company faces intense competition from solid, well-established branded and, to a lesser extent, private-label manufacturers such as Kimberly-Clark Corp., Procter & Gamble Co., Clearwater Paper Corp., Georgia-Pacific LLC, and Svenska Cellulosa Aktiebolaget (SCA). Although S&P expects First Quality will continue to improve the quality of its towel and tissue products, its private-label products mainly compete with consumers on price, and are generally non-differentiated from most competitors' offerings. S&P believes pricing competition will remain strong in the industry and expect to see volume growth mainly coming from towel and tissue segment once new capacity ramps up. "The outlook is negative, which reflects our expectation that the company's DCF will continue to be neutral to negative due to the ongoing investments to expand capacity, and high dividend payments," said S&P Global Ratings credit analyst Katherine Heng. It also reflects its dependency on the industry environment to drive profit growth to offset stable to rising debt levels, which could limit its ability to meaningfully delever and improve credit ratios. S&P could lower the ratings if we forecast the company will sustain leverage above 4x over its forecast period, which could occur potentially due to customer losses, difficulties finding sufficient business to fill new capacity, or intensifying competition. S&P could also lower its ratings if the company's liquidity becomes constrained, which could occur if the company becomes contractually obligated for large equipment purchases without sufficient committed financing in place. FOREST PARK: Withdraws From Sale to Methodist Hospital ------------------------------------------------------ Forest Park Medical Center at Fort Worth, LLC, has filed a notice withdrawing its motion to sell substantially all assets to Methodist Hospital of Dallas. The Debtor reserves the right of payment of the breakup fee. The Debtor, a doctor-owned Texas limited liability company that owns and operates a 54-bed state-of-the-art medical facility, including 32 private rooms, 16 family suites, and 6 intensive care beds in Fort Worth, received and executed a non-binding letter of intent dated March 30, 2016 from Methodist Hospitals of Dallas d/b/a Methodist Health System to acquire substantially all of the Debtor's assets through a court approved sale pursuant to section 363 of the Bankruptcy Code. The consideration for the Purchased Assets will be comprised of the following (collectively, the "Purchase Price"): (i) assumption by Buyer, in its sole discretion, of any Assumed Liabilities set forth in the APA; plus (ii) $3,000,000 (the "Cash Purchase Price"); plus (iii) the aggregate cure amounts as agreed to by Buyer in its sole discretion; plus (iv) the amounts necessary for the Capital Lease Payoffs (as defined in the APA) in the Buyer's sole discretion; plus (v) accrued but unpaid employee obligations including wages, benefits and PTO. About Forest Park Medical Forest Park Medical Center at Fort Worth, LLC, is a doctor-owned Texas limited liability company that owns and operates the Forest Park Medical Center, a state of the art medical facility, including private rooms, family suites and intensive care rooms located in West Fort Worth, Texas. The hospital employs 175 persons on a full-time or part-time basis. The hospital offers a broad range of surgical services. Forest Park Medical Center at Fort Worth filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 16-40198) in Ft. Worth, Texas, on Jan. 10, 2016. Judge Russell F. Nelms presides over the case. The Debtor estimated assets of $10 million to $50 million and debt of $50 million to $100 million. J. Robert Forshey, Esq., and Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, serve as the Debtor's Chapter 11 counsel. Ronald Winters at Alvarez & Marsal Healthcare Industry Group, LLC serves as the Debtor's CRO. The Debtor tapped SSG Advisors, LLC and Chiron Financial Group, Inc. as co-investment bankers. Vibrant Healthcare Fort Worth, LLC, and FPMC Services, LLC run the Debtor's hospital in Forth Worth. Vibrant is the manager of the hospital operations of Debtor, and FPMC Services employs the employees at Debtor's hospital and those dedicated to servicing the hospital's "back office" operations. They are represented by William A. Brewer III, Esq., Michael J. Collins, Esq., and Robert M. Millimet, Esq., at Brewer, Attorneys & Counselors. An Official Committee of Unsecured Creditors has been appointed in this case by the United States Trustee, and is represented by Cole Schotz PC and Arent Fox, LLP lawyers. FRONTIER SALOON: Taps Eric A. Liepins as Legal Counsel ------------------------------------------------------ Frontier Saloon, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Eric A. Liepins, P.C. as its legal counsel. Eric Liepins, Esq., the sole shareholder of the firm, will be paid $275 per hour for his services. Meanwhile, paralegals and legal assistants will be paid at an hourly rate of $30 to $50. Aside from professional fees, the firm will also receive reimbursement for work-related expenses. The firm has already received a retainer of $5,000, according to court filings. In an affidavit, Mr. Liepins disclosed that his firm does not represent any interest adverse to the Debtor's estate. The firm can be reached through: Eric Liepins Eric A. Liepins, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 About Frontier Saloon Frontier Saloon, LLC sought protection under Chapter 11 of the Bankruptcy Code in the Northern District of Texas (Dallas) (Case No. 16-32342) on June 9, 2016. The petition was signed by Jerry Reed, president of managing member. The case is assigned to Judge Stacey Jernigan. The Debtor disclosed total assets of $4.55 million and total debts of $85,000. GENESIS HEALTHCARE: Moody's Affirms Ba2 Rating on $295MM Debt ------------------------------------------------------------- Moody's Investors Service affirms the Ba2 rating assigned to Genesis HealthCare System's debt issued through the County of Muskingum, OH. This action affects approximately $295 million of outstanding rated debt. The outlook is revised to stable from negative. The Ba2 rating reflects Genesis' leading market position, conservative debt structure and adequate liquidity position, counterbalanced against historically modest operating margins, and very high leverage. The outlook is revised to stable from negative following the successful completion of the system's campus consolidation project, which has generated significant cost savings and materially improved operating performance in the first quarter of FY 2016. Rating Outlook Revision of the outlook to stable from negative reflects Genesis' successful completion of its campus consolidation project, which has generated significant expense savings for the system. Moody's expects Genesis to continue to improve operating performance, and grow unrestricted cash. Factors that Could Lead to an Upgrade Maintenance of current levels of operating performance and margins Material deleveraging and strengthened debt measures Liquidity growth Factors that Could Lead to a Downgrade Return to prior year levels of weak operating performance Loss of liquidity and weakened debt metrics Additional debt Legal Security The Series 2013 Bonds are secured by a joint and several obligation of the Obligated Group, which is comprised of Genesis HealthCare System, Genesis HealthCare Foundation, Inc., CareServe, Inc., and CareLife, LLC. Use of Proceeds. Not applicable. Obligor Profile Genesis is a one hospital system, following the completion of its campus consolidation project on June 27, 2015, located in Zanesville, OH (A1 general obligation rating) the county seat of Muskingum County (Aa2 GO rating). GENWORTH FINANCIAL: Egan-Jones Cuts Sr. Unsec. Debt Rating to BB- ----------------------------------------------------------------- Egan-Jones Ratings Company lowered the foreign currency senior unsecured rating on debt issued by Genworth Financial Inc. to BB- from BBB- on May 17, 2016. Founded in 2003 and headquartered in Richmond, Virginia, Genworth Financial, Inc. provides insurance and homeownership solutions in the United States and internationally. GLOBAL MINISTRIES: S&P Lowers Rating on 2011A Housing Bonds to 'D' ------------------------------------------------------------------ S&P Global Ratings lowered its rating to 'D' from 'CCC+' on the Memphis Health Educational and Housing Facility Board, Tenn.'s multifamily housing revenue bonds, series 2011A, issued on behalf of Global Ministries Fellowship for the Warren/Tulane Section 8 affordable housing project (Warren/Tulane project). Furthermore, S&P Global Ratings also removed the bonds from CreditWatch with negative implications. "The 'D' rating on the bonds reflects the missed interest and principal payments on the scheduled June 1, 2016, debt service payment date," said S&P Global Ratings credit analyst Jose Cruz. The bonds are currently in payment default. GOLDEN - 24TH REALTY: Hires Vogel Bach & Horn as Counsel -------------------------------------------------------- GOLDEN-24TH REALTY: Hires Vogel Bach & Horn as Counsel Golden - 24th Realty, LLC seeks authorization from the U.S. Bankruptcy Court for the Eastern District of New Jersey to employ Vogel Bach & Horn, LLP as Counsel. The Debtor requires Vogel Bach & Horn: a. provide the Debtor with advice and preparing all necessary documents regarding debtor restructuring, bankruptcy and asset dispositions; b. take all necessary actions to protect and preserve the Debtor's estate during the pendency of this Chapter 11 Case; c. prepare on behalf of the Debtor, debtor-in-possession, all necessary motions, applications, answers, orders, reports and papers in connection with the administration of this Chapter 11 Case; d. counsel the Debtor with regard to its rights and obligations as debtor-in-possession; e. appear in Court to protect the interest of the Debtor; and f. perform all other legal services for the Debtor which may be necessary and proper in these proceedings and in furtherance of the Debtor's operations. The Debtor and Vogel Bach & Horn have agreed that the compensation at an hourly rate of $225 plus costs and expenses Vogel Bach & Horn received a retainer of $2,500. Eric H. Horn, member of Vogel Bach & Horn 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. Vogel Bach & Horn can be reached at: Eric H. Horn,Esq. Heike M. Vogel, Esq. Vogel Bach & Horn LLP 1441 Broadway, Suite 5031 New York, NY 10018 Tel: (212) 242-8350 Fax: (646) 607-2075 Golden - 24th Realty, LLC filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 16-41080) on March 17, 2016. GONZALEZ GROUP: Comerica Bank Consents to Postpetition Financing ---------------------------------------------------------------- Gonzalez Group Jonesville, LLC, owes about $2 million to Comerica Bank. That Prepetition Indebtedness is guaranteed by Felix Gonzalez and secured by liens on the Debtor's assets, including cash collateral. In order to meet payroll obligations to its 50 employees, sustain its operation, and preserve its assets for the benefit of its creditors, the Debtor needs access to that cash collateral. The Debtor also owes about $4.2 million to the U.S. Small Business Administration. Comerica consents to the Debtor having access to up to (i) 90% of accounts receivable from MAHLE Behr, Inc., and other customers the bank deems creditworthy; (ii) 80% to 90% of most other receivables; and (iii) 40% of eligible inventory. The Debtor will make $15,000 monthly payments to the Bank. The Bank and Grow Michigan, LLC, will postpetition receive replacement liens. The Debtor tells the Court that to reduce recurring losses, Comerica recently required the Litchfield operation to shut down. The Debtor believes the closed operation should have a liquidation value of about $2 million for Comerica. Further, there are various offers being discussed for the sale of its Engineering and Tennessee units, which the Debtor believes will result in about $3 million for Comerica. Comerica is pushing for additional asset sales. Auto parts manufacturer Gonzalez Group Jonesville, LLC, filed a chapter 11 petition (Bankr. W.D. Mich. Case No. 16-03083) on June 6, 2016, and is represented by Kerry Hettinger, Esq., in Kalamazoo, Mich. Brian R. Trumbauer, Esq., at Bodman PLC, represents Comerica Bank. GOOD SHEPHERD: S&P Lowers Underlying Rating on Bonds to 'B-' ------------------------------------------------------------ S&P Global Ratings lowered its long-term rating and underlying rating (SPUR) three notches to 'B-' from 'BB-' on bonds issued for Good Shepherd Medical Center (GSMC), Texas. The outlook is negative. "At the time of our most recent review, we noted improvement in balance-sheet metrics related to the monetization of several medical office buildings and improvement in operations related to a performance improvement plan," said S&P Global Ratings credit analyst Margaret McNamara. "Since then, both operations and balance-sheet metrics have deteriorated, not meeting expectations," Ms. McNamara continued. The downgrade reflects significant multiyear operating deficits, coupled with refinancing risk related to the 2017 mandatory tender on the series 2015 bonds, a weak balance sheet, with less than 1x unrestricted reserves to long-term debt and elevated leverage. Additional risks include the Center for Medicare & Medicaid Services' (CMS) determination that GSMC did not meet the Medicare conditions of participation. On June 22, 2015, CMS notified GSMC Longview (GSMC-L) of this due to specific deficiencies. Management, with the board of directors' approval, took immediate corrective actions. Management stated that within two weeks, over 90% of the survey findings had been resolved. For each deficiency, an analysis was conducted to determine the cause implement processes to prevent a recurrence. GSMC also entered a contract with The Greeley Co. to review its programs against CMS conditions of participation, with a primary focus on the areas the survey cited. Greeley was also tasked with addressing the center's internal processes required for ongoing sustained compliance such as process implementation, process oversight, issue management, accountability, and communication. On July 28, 2015 CMS and GSMC entered a systems improvement agreement (SIA) to stay the termination and provide GSMC-L the opportunity to develop and implement systemic corrections. Consequently, the termination from the Medicare program was stayed. Final resolution of the SIA depends upon the facility passing a CMS full survey during fourth-quarter 2016. Management reports it has made significant progress in completing the terms of the SIA and that it is on schedule for a successful full recertification survey in the fall. In a worst-case scenario, GSMC could lose 45% of its annual revenue attributable to Medicare and Medicaid reimbursement. S&P understands that termination of Medicare-provider agreements are rare. However, given the potential significant impact this could have on the center's ability to repay its bonds, S&P will continue to monitor the process. The negative outlook reflects the continued weak operating performance in fiscal 2016, with declining volumes, decreasing unrestricted reserves, risks related to refinancing of the series 2015 debt, and uncertainty related to the CMS SIA issue. S&P could lower the rating if management cannot demonstrate meaningful improvement in operations performance, if there is any material deterioration to the balance sheet, or GSMC fails to meet covenants in fiscal 2016. Given GSMC's current operating profile, a higher rating is unlikely over the one-year outlook period unless and until the center can stabilize operations, generate positive income levels and sustain positive operations over a longer time period. Volume and reserve stability will be factors in any consideration of a higher rating or an outlook revision to stable. GREENHUNTER RESOURCES: Hires Sperry Van Ness as Broker ------------------------------------------------------ GreenHunter Resources, Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Northern District of Texas to employ Sperry Van Ness | David Cook Co., LLC as Real Estate Broker for the Debtors and Debtors in possession. On March 1, 2016, the Debtors filed their voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. On April 28, 2016, the Court entered an order for entry of an Order authorizing the sale of assets free and clear all liens, claims, encumbrances, and other interests and granting related relief. Most of the Debtors' assets were sold pursuant to the transaction approved in the Sale Order. The Debtors have an interest in land and improvements on a property located at 1048 Texan Trail, Grapevine, Texas 76051, which Property was excluded from the sale transaction. To market and sell this excluded Property, and in order to obtain the highest and best price, the Debtors require the services of a real estate broker. The Debtors have selected Sperry Van Ness | David Cook Co., LLC as their real estate broker. The firm has agreed to sell and market the property in return for a 6% commission of the gross purchase price of the Property payable at closing. In the event the Broker represents both sides, it will be paid a 6% commission of the gross purchase price payable at closing, which would be split with the other broker. Should there be a multiple offers on the Property, and the sale goes to auction, the Broker will be entitled to a 6% commission based of the highest bid received by the Debtors. The Broker and the Debtors have agreed that in the event that Gary Evans (Chairman and chief Executive Offices of Debtor GreenHunter Resources, Inc.) or any company affiliated with Evans wishes to purchase the Property, and (i) the offer of Evans Entity is made prior to the Debtor's receipt of any other bona fide written offer on the property, and (ii) the offer of the Evans Entity is accepted by the Debtors and (iii) approved by the Bankruptcy Court, then the Broker has agreed to waive its commission and only be paid $5,000 for its expenses and time. However, if the Debtors are in receipt of a bona fide written offer from a third party buyer prior to the Evans Offer, then the Broker will be entitled to its full commission on the sale to the Evans Entity on the sale terms as terms as set forth. David Cook, real estate broker with Sperry Van Ness | David Cook Co., 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. Broker may be reached at: David Cook Sperry Van Ness | David Cook Co., LLC 15660 Dallas Parkway, Suite 100 Dallas, TX 75248 Phone: 972.387.5600 E-mail: david.cook@svn.com About Greenhunter Resources GreenHunter Resources, Inc. and 12 of its affiliates, providers of water management services, each filed a Chapter 11 petition (Bankr. N.D. Tex. Proposed Lead Case No. 16-40956) on March 1, 2016. Kirk J. Trosclair signed the petition as executive vice president and chief operating officer. The Debtors listed total assets of $36.29 million and total debts of $29.05 million. The Debtors have about $6 million in unsecured debt. Singer & Levick, P.C., serves as the Debtors' counsel. Judge Russell F. Nelms has been assigned the case. GRIZZLY CATTLE: Ch.11 Trustee Hires Sender Wasserman as Attorneys ----------------------------------------------------------------- Jared Walters, the Chapter 11 Trustee for Grizzly Cattle, LLC, asks the U.S. Bankruptcy Court for the District of Colorado for permission to employ Sender Wasserman Wadsworth, P.C. as his attorneys. The Chapter 11 Trustee requires Sender Wasserman to represent and generally assist the Trustee in the administration of this case. Sender Wasserman will be paid at these hourly rates: Harvey Sender $525 David V. Wadsworth $400 Daniel A. Hepner $375 David J. Warner $275 Aaron J. Conrardy $250 Katherine S. Sender $160 Paralegals $115 David V. Wadsworth, a shareholder with the firm of Sender Wasserman Wadsworth, P.C., assured the Court that his 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. Sender Wasserman can be reached at: David V. Wadsworth Sender Wasserman Wadsworth, P.C. 1660 Lincoln Street, Suite 2200 Denver, CO 80264 Tel: 303-296-1999 Fax: 303-296-7600 E-mail: dwadsworth@sww-legal.com 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. GRIZZLY LAND: Chapter 11 Trustee Taps Moye White as Counsel ----------------------------------------------------------- The Chapter 11 trustee of Grizzly Land LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Moye White LLP as his legal counsel. Edward Cordes, the bankruptcy trustee, tapped the firm to provide these services: (a) investigation and prosecution of adversary proceedings and contested matters to collect assets for distribution; (b) investigation of the Debtor's financial affairs and transactions prior to its bankruptcy filing; (c) assessment and advice concerning creditors' claims in the bankruptcy case; and (d) reorganization or liquidation of property of the estate. The customary hourly rates charged by the firm's attorneys and paralegals who are anticipated to assist the Debtor are: James T. Burghardt $490 Timothy M. Swanson $270 Other Partners $300 to $610 Other Associates/Of Counsel $230 to $330 Paralegals $125 to $230 Other Support Staff $75 In a court filing, Mr. Burghardt disclosed that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Moye White can be reached through: James T. Burghardt Timothy M. Swanson Moye White LLP 1400 16th Street, 6th Floor Denver, CO 80202-1486 Telephone: (303) 292-2900 Facsimile: (303) 292-4510 Email: jim.burghardt@moyewhite.com tim.swanson@moyewhite.com About Grizzly Land Grizzly Land LLC sought Chapter 11 protection (Bankr. D. Col. Case No. 16-11757) in Denver on March 1, 2016. Judge Thomas B. McNamara is assigned to the case. The petition was signed by Kirk A. Shiner, DVM, manager. The Debtor estimated $10 million to $50 million in assets and debt. Lee M. Kutner, Esq., at Kutner Brinen Garber, P.C., serves as counsel to the Debtor. GUS HIONAS: Disclosure Statement Hearing Set for July 14 -------------------------------------------------------- Judge Andrew B. Altenburg, Jr., of the U.S. Bankruptcy Court for the District of New Jersey will convene a hearing on July 14, 2016, at 10:00 A.M., to consider the adequacy of the disclosure statement explain Gus Hionas and Joyce Hionas's plan. Written objections to the adequacy of the Disclosure Statement must be filed with the Clerk of Court no later than 14 days prior to the Disclosure Statement hearing. Gus Hionas and Joyce Hionas (Bankr. D.N.J. Case No. 15-22628) filed a Chapter 11 Petition on July 6, 2015. HAL PRESTON WHITNEY: Unsecureds to Recoup 100% Under Plan --------------------------------------------------------- Hal Preston Whitney filed with the U.S. Bankruptcy Court for the District of Colorado a third amended Chapter 11 plan and accompanying disclosure statement proposing to pay all creditors, including general unsecured creditors, in full with interest. General unsecured creditors will be paid 100% of the principal amount of their allowed unsecured claim over five years. General unsecured creditors will be paid interest at the Federal mid-term interest rate on one year United States Treasury Bonds as of the Effective Date on the allowed amount of their claims over that five year period. A full-text copy of the Disclosure Statement dated June 6, 2016, is available at http://bankrupt.com/misc/cob15-22819-74.pdf The bankruptcy case is Hal Preston Whitney, Case No. 15-22819-MER (Bankr. D. Colo.). The Debtor operates as a dentist through two entities in northeastern Colorado. The Debtor is represented by: Jonathan M. Dickey, Esq. Kenneth J. Buechler, Esq. BUECHLER & GARBER, L.L.C. 999 18th Street, Suite 1230 S Denver, CO 80202 Tel: 720-381-0045 Email: ken@kjblawoffice.com HARRINGTON & KING: Hires Beacon's Mitria as Financial Advisor ------------------------------------------------------------- The Harrington & King Perforating Co., Inc and The Harrington & King South, Inc., seek permission from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Vito Mitria and the Beacon Management Advisors LLC as Financial Advisor The Debtor requires Mr. Mitria with the assistance of Beacon to: a. prepare the Debtor's bankruptcy schedules and other require forms, including monthly operating reports; b. prepare and review weekly operation budgets, projections and financial analysis; c. assist in day to day operating management of the Company including the provision of services related to management transition issues; d. assist with information and prepare and review reports required pursuant to any cash collateral orders entered in the Case; e. Validate (and adjustment as required) of creditor claims; f. assist with collection of accounts receivable, including negotiations with problem accounts; g. assist with the formation and negotiation of a Plan of Reorganization; h. assist in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers; i. assist the Debtors with communication and negotiate with customers, creditors, lenders, and other parties-in-interest; j. administer Chapter 11 matters, as required; k. provide expert testimony, as required; and l. render other financial advisory services as may be mutually agreed upon by Beacon, the Debtors and their attorney. Beacon will be paid at these hourly rates: Vito Mitria, Managing Member $350 Sean Broderick, Senior Manager $275 Mark Bruno, Senior Manager $225 Beacon received a $5,000 retainer for its services. As of the petition date, Beacon was owed $12,675 by the Debtors for financial advisory services. Vito Mitria, Managing Member of Beacon Management Advisors LLC, assured the Court that his 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. Beacon can be reached at: Vito Mitria Beacon Management Advisors LLC 1953 N. Clybourn Avenue, Suite 316 Chicago, IL 60614 Tel: 773.251.9003 Fax: 630.297.4826 About Harrington & King The Harrington & King Perforating Co., Inc. and Harrington & King South Inc. sought protection under Chapter 11 of the Bankruptcy Code in the Northern District of Illinois (Chicago) (Case Nos. 16-15650 and 16-15651) on May 7, 2016. The petitions were signed by Greg McCallister, chief restructuring officer and chief operating officer. The cases are jointly administered under Case No. 16-15650. The cases are assigned to Judge Deborah L. Thorne. The Debtors estimated both assets and liabilities in the range of $1 million to $10 million. HARRINGTON & KING: Hires William J Factor as Counsel ---------------------------------------------------- The Harrington & King Perforating Co., Inc., and Harrington & King South, Inc., ask the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, for authority to employ William J. Factor and The Law Office of William J. Factor, Ltd., as their bankruptcy counsel effective as The Debtors also request authority to pay a retainer of $75,000 to FactorLaw -- a condition of FactorLaw's willingness to represent the Debtors. Pursuant to its proposed retention, FactorLaw will render various services to the Debtors, including but not limited to the following: * Advising and consulting with the Debtors with respect to their powers, rights and duties as debtors and debtors-in-possession; * Attending meetings and negotiating with creditors, other parties-in-interest, and their respective representatives; * Advising and consulting with the Debtors on the conduct of the Case, including all of the legal and administrative requirements of operating under chapter 11 of the Bankruptcy Code; * Taking all necessary action to protect and preserve the Estates, including but not limited to, prosecuting or defending all motions and proceedings on behalf of the Debtors and the Estates; * Preparing and filing, or defending, adversary proceedings or other litigation involving the Debtors or their interests in property; * Preparing motions, applications, answers, orders, reports, and other papers necessary to the administration of the Case; * Preparing and negotiating a plan and disclosure statement and all related agreements and/or documents, and taking any necessary action to obtain confirmation of a plan; and * Performing other necessary legal services and providing other necessary legal advice required by the Debtors in connection with the Case. The hourly rates applicable to the attorneys and professionals contemplated to represent the Debtors are as follows: Professional Title Hourly Rate ------------ ----- ----------- William J. Factor Partner $375 Sara E. Lorber Partner $325 Deborah Ebner Of Counsel $375 David P. Holtkamp Associate $275 Jeffrey K. Paulsen Associate $275 James Liu Associate $250 Sam Rogers Paralegal $100 Prior to the filing of the case, in April of 2015, FactorLaw was retained by the Debtors to assist them with exploring an out-of-court resolution of their financial issues. However, after the Debtors' bank was served with a citation to discover assets in about April of 2016, the scope of FactorLaw's representation was expanded to include filing chapter 11 cases for the Debtors and representing them in those cases. Since it was first retained in April of 2015, FactorLaw received three retainers from the Debtors, including (a) $10,000 retainer in April of 2015 from H&K Illinois, a $6,125 retainer in February of 2016 from H&K Illinois, and a $10,000 retainer on May 3, 2016 from H&K Tennessee (the "Prepetition Retainers"). The retainers were applied against FactorLaw's invoices for prepetition legal services. Most recently, just prior to the filing of the Case, FactorLaw was owed $26,890 for legal services, the bulk of which fees were incurred in April and early May of 2016 and related to bankruptcy preparation and other matters relating to the case. FactorLaw applied the remaining balance of the Prepetition Retainers -- $20,000 -- towards payment of these prepetition fees, and wrote off the remaining balance of $6,890 so that FactorLaw is not a creditor in this case. From the time of its initial engagement in April of 2015 through the filing of the Debtors' Case, FactorLaw received payments totaling $26,125 from the Debtors. On May 16, 2016, the Court enter an agreed interim order authorizing the Debtors' use cash collateral through June 8, 2016. The budget attached to the interim order includes payment of the retainer the Debtors seek authority to pay by this application. The Debtor requests that the Court shorten notice to that given because, as noted, the Debtor's counsel has expended -- and will continue to expend -- significant time and effort on this case and was not able to obtain an adequate prepetition retainer due to the freezing of the Debtors' bank accounts through citations to discover assets. The matters raised in this motion are not complicated, and the notice given provides more than sufficient time for parties in interest to evaluate the matters raised herein and act accordingly. The Debtor believes that FactorLaw does not hold or represent an interest adverse to the Debtor or the Estate, and that it is a disinterested person within the meaning of 11 U.S.C. Sec. 101(14). The Debtors' attorneys can be reached at: Sara E. Lorber William J. Factor Z. James Liu THE LAW OFFICE OF WILLIAM J. FACTOR, LTD. 105 W. Madison, Suite 1500 Chicago, IL 60602 Telephone: (847) 239-7248 Facsimile: (847) 574-8233 E-mail: wfactor@wfactorlaw.com slorber@wfactorlaw.com jliu@wfactorlaw.com About Harrington & King Harrington & King South, Inc. and The Harrington & King Perforating Co., Inc. sought protection under Chapter 11 of the Bankruptcy Code in the Northern District of Illinois (Chicago) (Case Nos. 16-15651 and 16-15650) on May 7, 2016. The petitions were signed by Greg McCallister, chief restructuring officer and chief operating officer. The cases are jointly administered under Case No. 16-15651. The cases are assigned to Judge Deborah L. Thorne. The Debtors are represented by William J Factor, Esq., and Zhijun Liu, Esq., at FactorLaw. The Debtors estimated both assets and liabilities in the range of $1 million to $10 million. HASTINGS ENTERTAINMENT: Files for Bankruptcy, in Search of Buyer ---------------------------------------------------------------- Hastings Entertainment, Inc., seller of books, videos, video games, CDs and apparel, filed a voluntary petition under Chapter 11 of the Bankruptcy Code in order to effectuate a sale of its assets pursuant to a Court-supervised auction and sale process. In the event that no buyer is willing to operate Hastings as a going concern, the Company intends to liquidate substantially all of its assets to the highest bidders. Hastings parent Draw Another Circle, LLC, and affiliates MovieStop, LLC, SP Images Inc., SP Images Inc. and Hastings Internet, Inc. are also part of the bankruptcy filing. Duane A. Huesers, chief financial officer of Hastings Entertainment, said the Debtors have suffered declines in sales and increasing losses over the past several years due to the weakening in the market for physical media properties like music, movies, books, games and media rentals, coupled with the tremendous growth of online retail and social media. In 2015, Hastings' revenue dropped to $401.1 million compared to $420 million during the prior year. Hastings incurred a loss of $16.6 million in 2015 following a loss of $10.9 million in 2014. According to Mr. Huesers, Hastings implemented an operational restructuring and shifted its merchandising strategy to focus more on its trend, children's comics, electronics, consummables, recreation and hobbies businesses, and expiremented with store layout changes at a number of store locations. Notwithstanding the initial positive results generated by Hastings' operational restructuring, Hastings' top line revenue continued to deteriorate in the first quarter of 2016, as Hastings suffered year-over-year sales decrease of 14%. During this period, the decline of the MovieStop business also continued unabated. In addition to the liquidity constraints resulting from the decline in revenue, Bank of America, N.A., the Debtors' prepetition lender, imposed certain reserves per the terms of the Prepetition Credit Agreement that further limited short term liquidity. In May 2016, the Debtors took a number of steps to conserve liquidity by immediately commencing a chain-wide liquidation of the MovieStop business. With the assistance of Gordon Brothers Retail Partners, MovieStop commenced store closing sales. Management also began to aggresively explore strategic alternatives for the Hastings business and began a targeted outreach to potential investors and strategic acquirers. Through the Chapter 11 process, the Debtors intend to (i) complete the liquidation of the MovieStop businesses; (ii) preserve SPI's business through a going concern sale process; and (iii) liquidate all of the Debtors' remaining assets and discontinue business lines that cannot be sold for value. Sale Motion The Debtors have filed a motion for the approval of a sales process that would allow for an auction in approximately 30 days and would enable liquidation sales to commence shortly thereafter if a going concern purchaser is not located. The proposed sale process is the culmination of a six-month long effort by the Debtors to recapitalize their operations. Since late 2015, the Debtors have been exploring possible strategic alternatives, including the recapitalization of the Debtors or a sale of all or a portion of the Debtors' businesses. The Debtors asked the Court to establish July 11, 2016, at 4:00 p.m. as the deadline for the submission of bids and to schedule an auction, if necessary, no later than July 13, 2016. The Debtors are requesting that the Court approve bidding procedures for the sale of the Assets with a final sale hearing to occur on July 14, 2016. The Bidding Procedures contemplate that the Debtors will continue to solicit "stalking horse" bids, which bid or bids will be binding on such bidder and set the floor for all Qualified Bids for applicable Assets at the Auction. $90 Million DIP Financing BofA agreed to provide the Debtors with $90 million senior secured superpriority revolving credit facility necessary to support a 30-day sale process which essentially represents the culmination of the more extensive marketing and refinancing efforts conducted by the Debtors prior to the Petition Date. All obligations under the DIP Credit Facility, accrued or otherwise, will be due and payable in full on the earliest of (i) Dec. 12, 2016, (ii) the date of consummation of a sale and/or other disposition (including any dispositions pursuant to court-authorized going-out-of-business sale) of all or substantially all of the working capital assets of the Debtors under Section 363 of the Bankruptcy Code, or (iii) the effective date of any plan. The DIP Agent is granted first-priority liens in the DIP Collateral subordinate only to (i) the Carve-Out, and (ii) Permitted Liens. In addition, the DIP Agent is granted a superpriority administrative expense claim which is subordinate to (i) the Carve-Out, and (ii) Permitted Liens. The interest rates per annum applicable to the Revolving Loans under the DIP Credit Facility will be (i) (a) LIBOR Offer Rate (as defined in the DIP Credit Agreement) plus (b) 3.0% (provided that, LIBOR may never be less than zero) or, at the option of the Debtors, (ii) (a) the Base Rate plus (b) 2%. Interest rates increase 2.0% during the continuance of any Event of Default. Other Fees: DIP Facility Fee: 1% of the Aggregate Commitments Unused Line Fee: 0.375% per annum Commercial Letter of Credit Fee: 2.5% per annum Standby Letter of Credit Fee: 3.0% per annum In addition, the Prepetition Term Loan Lenders will earn a consent fee in an amount equal to $100,000 on the effective date of the DIP Credit Agreement, which fee will be paid in kind and added to the outstanding principal balance of the term loans under the Prepetition Term Loan Agreement. Milestones: The DIP Credit Agreement requires the Debtors to, among other things: (i) obtain entry of the Interim Order on or before June 14, 2016; (ii) obtain entry of the Final Order on or before July 14, 2016; (iii) obtain entry of an order approving bidding procedures on or before July 8, 2016; (iv) receive binding bids for the consummation of a 363 Sale on or before July 11, 2016; (v) conduct an auction with respect the Sale Motion on or before July 13, 2016; (vii) conduct a hearing and obtain entry of an order approving the sale of the Debtors' assets under the Sale Motion on or before July 14, 2016; and (vii) consummate the Sale by July 15, 2016, in the event that a liquidation bid is selected as the highest and best bid, and July 22, 2016, in the event that a going-concern bid is selected as the highest and best bid. "The Debtors have an urgent and immediate need to obtain postpetition financing. Under the Debtors' prepetition credit facility, the Debtors do not have sufficient funds on hand or generated from their business to fund operations. Without the postpetition financing and the use of cash collateral that will be provided under the DIP Credit Agreement and the proposed DIP Orders, the Debtors would not be able to maintain operations pending the outcome of an orderly sale process that will maximize value for all constituents," said Katherine Good, Esq., at Whiteford, Taylor & Presteon LLC, one of the Debtors' attorneys. About Hastings Founded in 1968, Hastings is a leading multimedia entertainment retailer that combines the sale of new and used books, videos, video games and CDs, apparel, collectibles, kids, licensed merchandise, consumables, comics, recreation, hobby and consumer electronics merchandise, with the rental of videos and video games in a superstore format. The Company currently operates 123 superstores, averaging approximately 24,000 square feet, primarily in medium-sized markets throughout the United States. We also operate two concept stores, TRADESMART, located in Littleton, Colorado and Albuquerque, N.M. Hastings also operates www.goHastings.com, an e-commerce Internet web site that makes available to our customers new and used entertainment products and different, contemporary gifts and toys. The site features exceptional product and pricing offers. The Investor Relations section of its web site contains press releases, a link to request financial and other literature and access to its filings with the Securities and Exchange Commission. About SPImages SP Images, Inc., a Massachusetts corporation, is a full-service licensed distributor of sports and entertainment products and apparel headquartered in Franklin, Massachusetts. SPI specializes in providing retail partners with an unmatched assortment of licensed merchandise. SPI stocks over 20,000 individual items licensed by Major League Baseball, the National Football League, the National Hockey League, the National Basketball Association, Marvel Comics, DC Comics and many more. About MovieStop MovieStop, LLC is a value retailer of new and used movies based in Atlanta, GA. MovieStop currently operates 39 destination locations in 10 states, primarily along the Eastern United States Coast. The chain was established in 2004 originally operating as a division of GameStop, and subsequently spun out into a private entity. Each of Draw Another Circle, LLC, Hastings Entertainment, Inc., MovieStop, LLC, SP Images Inc. and Hastings Internet, Inc. filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 16-11452, 16-11453, 16-11454, 16-11455 and 16-11456, respectively) on June 13, 2016. The petitions were signed by Joel Weinshanker as manager. Hastings estimated assets and liabilities in the range of $100 million to $500 million. As disclosed in Court documents, the Debtors owe BofA approximately $70 million as of the Petition Date under a prepetition credit agreement. The Debtors owe their trade vendors, landords, service providers and other general unsecured creditors approximately $59 million as of June 8, 2016. Among the top unsecured creditors are Universal Studios Home Video which is owed $3.7 million and Fox Home Entertainment holding a claim of $3.3 million. Whiteford, Taylor & Preston LLC and Cooley LLP represent the Debtors as counsel. The Debtors have engaged RCS Real Estate Advisors as lease disposition consultant, FTI Consulting as financial advisor and Rust Consulting/Omni Bankruptcy as claims and noticing agent. The cases are pending joint administration before Judge Kevin J. Carey in the U.S. Bankruptcy Court for the District of Delaware. HASTINGS ENTERTAINMENT: Joint Administration of Cases Sought ------------------------------------------------------------ Draw Another Circle, LLC and its debtor affiliates asked the Bankruptcy Court to enter an order directing the joint administration of their cases under the lead case of Draw Another Circle, LLC, Case No. 16-11452. The Debtors said that joint administration is warranted because (i) their financial affairs and business operations are closely related, and (ii) joint administration will ease the administrative burden on the Court and other parties. Debtor DAC is the corporate parent of all of the Debtors and the Debtors share many creditors and parties-in-interest. "With five affiliated debtors, each with its own case docket, administering these Cases separately would result in duplicative pleadings, notices, and orders filed and served upon separate service lists. This unnecessary duplication would be costly for the estates and would not create any counterbalancing benefit for creditors," said Christopher M. Samis, Esq. at Whiteford, Taylor & Preston LLC, one of the Debtors' attorneys. According to Mr. Samis, separate administration would also tax the estates' administration, diverting valuable resources away from substantive issues. In contrast, he noted, joint administration will permit the Clerk to use a single general docket for each of the Cases and to combine notices to creditors and other parties-in- interest of the Debtors' respective estates, eliminating the confusion and waste that would be caused by separate administration. The Debtors maintained that the relief requested is purely procedural and is not intended to and does not effectuate substantive consolidation of their estates. About Hastings Founded in 1968, Hastings is a leading multimedia entertainment retailer that combines the sale of new and used books, videos, video games and CDs, apparel, collectibles, kids, licensed merchandise, consumables, comics, recreation, hobby and consumer electronics merchandise, with the rental of videos and video games in a superstore format. The Company currently operates 123 superstores, averaging approximately 24,000 square feet, primarily in medium-sized markets throughout the United States. We also operate two concept stores, TRADESMART, located in Littleton, Colorado and Albuquerque, N.M. Hastings also operates www.goHastings.com, an e-commerce Internet web site that makes available to our customers new and used entertainment products and different, contemporary gifts and toys. The site features exceptional product and pricing offers. The Investor Relations section of its web site contains press releases, a link to request financial and other literature and access to its filings with the Securities and Exchange Commission. About SPImages SP Images, Inc., a Massachusetts corporation, is a full-service licensed distributor of sports and entertainment products and apparel headquartered in Franklin, Massachusetts. SPI specializes in providing retail partners with an unmatched assortment of licensed merchandise. SPI stocks over 20,000 individual items licensed by Major League Baseball, the National Football League, the National Hockey League, the National Basketball Association, Marvel Comics, DC Comics and many more. About MovieStop MovieStop, LLC is a value retailer of new and used movies based in Atlanta, GA. MovieStop currently operates 39 destination locations in 10 states, primarily along the Eastern United States Coast. The chain was established in 2004 originally operating as a division of GameStop, and subsequently spun out into a private entity. Each of Draw Another Circle, LLC, Hastings Entertainment, Inc., MovieStop, LLC, SP Images Inc. and Hastings Internet, Inc. filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 16-11452, 16-11453, 16-11454, 16-11455 and 16-11456, respectively) on June 13, 2016. The petitions were signed by Joel Weinshanker as manager. Hastings estimated assets and liabilities in the range of $100 million to $500 million. As disclosed in Court documents, the Debtors owe BofA approximately $70 million as of the Petition Date under a prepetition credit agreement. The Debtors owe their trade vendors, landords, service providers and other general unsecured creditors approximately $59 million as of June 8, 2016. Among the top unsecured creditors are Universal Studios Home Video which is owed $3.7 million and Fox Home Entertainment holding a claim of $3.3 million. Whiteford, Taylor & Preston LLC and Cooley LLP represent the Debtors as counsel. The Debtors have engaged RCS Real Estate Advisors as lease disposition consultant, FTI Consulting as financial advisor and Rust Consulting/Omni Bankruptcy as claims and noticing agent. The cases are pending joint administration before Judge Kevin J. Carey in the U.S. Bankruptcy Court for the District of Delaware. HASTINGS ENTERTAINMENT: Proposes Rust/Omni as Claims Agent ---------------------------------------------------------- Draw Another Circle, LLC and its debtor affiliates seek permission from the Bankruptcy Court to appoint Rust Consulting/Omni Bankruptcy as the claims and noticing agent in order to assume full responsibility for the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in their cases. Although the Debtors have not yet filed their schedules of assets and liabilities, they anticipate that there will be in excess of 1,000 entities to be noticed. In view of the number of anticipated claimants and the complexity of their businesses, the Debtors assert that the appointment of a Claims and Noticing Agent is both necessary and in the best interests of both their estates and their creditors. The Debtors maintained that by appointing Rust/Omni as the Claims and Noticing Agent in these Cases, the distribution of notices and the processing of claims will be expedited, and the Clerk's office will be relieved of the administrative burden of processing what may be an overwhelming number of claims. Rust/Omni's hourly rates for standard and custom services are: Clerical Support $26.25 - $37.50 Project Specialists $48.75 - $63.75 Project Supervisors $63.75 - $78.75 Consultants $78.75 - $105 Technology/Programming $82.50 - $123.75 Senior Consultants $131.25 - $146.25 Equity Services $168.75 The Debtors request that the undisputed fees and expenses incurred by Rust/Omni in the performance of the services be treated as administrative expenses of their estates and be paid in the ordinary course of business without further application to or order of the Court. Prior to the Petition Date, the Debtors provided Rust/Omni a retainer in the amount of $20,000. Rust/Omni seeks to first apply the retainer to all pre-petition invoices, and thereafter, to have the retainer replenished to the original retainer amount, and thereafter, to hold the retainer under the Engagement Agreement during the Cases as security for the payment of fees and expenses incurred under the Engagement Agreement. Rust/Omni represents it is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code with respect to the matters upon which it is to be engaged. About Hastings Founded in 1968, Hastings is a leading multimedia entertainment retailer that combines the sale of new and used books, videos, video games and CDs, apparel, collectibles, kids, licensed merchandise, consumables, comics, recreation, hobby and consumer electronics merchandise, with the rental of videos and video games in a superstore format. The Company currently operates 123 superstores, averaging approximately 24,000 square feet, primarily in medium-sized markets throughout the United States. We also operate two concept stores, TRADESMART, located in Littleton, Colorado and Albuquerque, N.M. Hastings also operates www.goHastings.com, an e-commerce Internet web site that makes available to our customers new and used entertainment products and different, contemporary gifts and toys. The site features exceptional product and pricing offers. The Investor Relations section of its web site contains press releases, a link to request financial and other literature and access to its filings with the Securities and Exchange Commission. About SPImages SP Images, Inc., a Massachusetts corporation, is a full-service licensed distributor of sports and entertainment products and apparel headquartered in Franklin, Massachusetts. SPI specializes in providing retail partners with an unmatched assortment of licensed merchandise. SPI stocks over 20,000 individual items licensed by Major League Baseball, the National Football League, the National Hockey League, the National Basketball Association, Marvel Comics, DC Comics and many more. About MovieStop MovieStop, LLC is a value retailer of new and used movies based in Atlanta, GA. MovieStop currently operates 39 destination locations in 10 states, primarily along the Eastern United States Coast. The chain was established in 2004 originally operating as a division of GameStop, and subsequently spun out into a private entity. Each of Draw Another Circle, LLC, Hastings Entertainment, Inc., MovieStop, LLC, SP Images Inc. and Hastings Internet, Inc. filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 16-11452, 16-11453, 16-11454, 16-11455 and 16-11456, respectively) on June 13, 2016. The petitions were signed by Joel Weinshanker as manager. Hastings estimated assets and liabilities in the range of $100 million to $500 million. As disclosed in Court documents, the Debtors owe BofA approximately $70 million as of the Petition Date under a prepetition credit agreement. The Debtors owe their trade vendors, landords, service providers and other general unsecured creditors approximately $59 million as of June 8, 2016. Among the top unsecured creditors are Universal Studios Home Video which is owed $3.7 million and Fox Home Entertainment holding a claim of $3.3 million. Whiteford, Taylor & Preston LLC and Cooley LLP represent the Debtors as counsel. The Debtors have engaged RCS Real Estate Advisors as lease disposition consultant, FTI Consulting as financial advisor and Rust Consulting/Omni Bankruptcy as claims and noticing agent. The cases are pending joint administration before Judge Kevin J. Carey in the U.S. Bankruptcy Court for the District of Delaware. HASTINGS ENTERTAINMENT: Seeks 30-Day Extension to File Schedules ---------------------------------------------------------------- Draw Another Circle, LLC, and its debtor affiliates asked the Bankruptcy Court to extend the time within which they must file their schedules of assets and liabilities and statements of financial affairs through and including the earlier of (i) Aug. 12, 2016, or (ii) the bid deadline. The Debtors had requested in a separate motion that the Court establish July 11, 2016, at 4:00 p.m. (Eastern Time) as the deadline for the submission of bids. "Given the size and complexity of the Debtors' operations, and taking into account that there are five separate Debtor entities, a significant amount of information must be accumulated, reviewed, and analyzed to properly prepare the Schedules and Statements. The Debtors and their professionals have been consumed with a multitude of critical administrative and operational decisions arising in conjunction with the commencement and early administration of these Cases, including preparing for the Debtors' entry into chapter 11 and addressing multiple critical operational and strategic matters. In addition, the Debtors have prepared and filed a number of motions and applications to ensure that the Debtors successfully prosecute these Cases in a timely and efficient manner," said Christopher M. Samis, Esq., at Whiteford, Taylor & Preston LLC, one of the Debtors' attorneys. Moreover, he maintained, due to the complexity of the Debtors' businesses, compiling and consolidating the data required for the Schedules and Statements presents a complex and time-consuming task. Although the Debtors and their professionals have been working diligently on completing the Schedules and Statements as early as possible, it will be impossible to complete this undertaking prior to the expiration of the July 13, 2016, initial deadline. About Hastings Founded in 1968, Hastings is a leading multimedia entertainment retailer that combines the sale of new and used books, videos, video games and CDs, apparel, collectibles, kids, licensed merchandise, consumables, comics, recreation, hobby and consumer electronics merchandise, with the rental of videos and video games in a superstore format. The Company currently operates 123 superstores, averaging approximately 24,000 square feet, primarily in medium-sized markets throughout the United States. We also operate two concept stores, TRADESMART, located in Littleton, Colorado and Albuquerque, N.M. Hastings also operates www.goHastings.com, an e-commerce Internet web site that makes available to our customers new and used entertainment products and different, contemporary gifts and toys. The site features exceptional product and pricing offers. The Investor Relations section of its web site contains press releases, a link to request financial and other literature and access to its filings with the Securities and Exchange Commission. About SPImages SP Images, Inc., a Massachusetts corporation, is a full-service licensed distributor of sports and entertainment products and apparel headquartered in Franklin, Massachusetts. SPI specializes in providing retail partners with an unmatched assortment of licensed merchandise. SPI stocks over 20,000 individual items licensed by Major League Baseball, the National Football League, the National Hockey League, the National Basketball Association, Marvel Comics, DC Comics and many more. About MovieStop MovieStop, LLC is a value retailer of new and used movies based in Atlanta, GA. MovieStop currently operates 39 destination locations in 10 states, primarily along the Eastern United States Coast. The chain was established in 2004 originally operating as a division of GameStop, and subsequently spun out into a private entity. Each of Draw Another Circle, LLC, Hastings Entertainment, Inc., MovieStop, LLC, SP Images Inc. and Hastings Internet, Inc. filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 16-11452, 16-11453, 16-11454, 16-11455 and 16-11456, respectively) on June 13, 2016. The petitions were signed by Joel Weinshanker as manager. Hastings estimated assets and liabilities in the range of $100 million to $500 million. As disclosed in Court documents, the Debtors owe BofA approximately $70 million as of the Petition Date under a prepetition credit agreement. The Debtors owe their trade vendors, landords, service providers and other general unsecured creditors approximately $59 million as of June 8, 2016. Among the top unsecured creditors are Universal Studios Home Video which is owed $3.7 million and Fox Home Entertainment holding a claim of $3.3 million. Whiteford, Taylor & Preston LLC and Cooley LLP represent the Debtors as counsel. The Debtors have engaged RCS Real Estate Advisors as lease disposition consultant, FTI Consulting as financial advisor and Rust Consulting/Omni Bankruptcy as claims and noticing agent. The cases are pending joint administration before Judge Kevin J. Carey in the U.S. Bankruptcy Court for the District of Delaware. HASTINGS ENTERTAINMENT: To Continue Closing Sales at 40 Stores -------------------------------------------------------------- Draw Another Circle, LLC and its debtor affiliates seek authority from the Bankruptcy Court (i) to continue store-closing or similar-themed sales in certain of their retail stores; and (ii) assume a Letter Agreement Re: Store Closing Sales, dated as of May 12, 2016, and amended and restated on June 2, 2016, by and between Gordon Brothers Retail Partners, LLC, on the one hand, and MovieStop, LLC, on the other hand. With assistance from their financial advisor FTI Consulting, Inc., the Debtors conducted an analysis of the performance, sales, and profitability of all of the retail stores across the Hastings and MovieStop brands. Ultimately, the Debtors determined that commencing the closing sales of the 40 MovieStop Stores was the best way under the circumstances to maximize the value of the Debtors' businesses and assets for their estates and creditors. The Debtors selected Gordon Brothers to conduct the Store Closing Sales and determined to liquidate the merchandise and certain furnishings, trade fixtures, equipment, and improvements to real property at the respective Closing Stores in accordance with the terms of the Agreement and the Sale Guidelines. The Store Closing Sales commenced on May 14, 2016, and will terminate on July 31, 2016. MovieStop, as merchant, and the Agent may mutually agree to terminate or extend the Sale Termination Date at any store. The Debtors seek to assume the Agreement so that they may leverage the experience and resources of the Agent in performing large-scale liquidations while retaining control over the sale process, which the Debtors believe will provide the maximum value to their estates and creditors. Specifically, the Debtors have agreed to remit all proceeds from the Store Closing Sales to the DIP Agent for payment of the Debtors' secured obligations in accordance with the terms and conditions of the DIP Facility. "If the Store Closing Sales are interrupted and not permitted to go forward on an interim basis, and the Agreement is not ultimately assumed, the Debtors' estates would lose the benefit of the efforts that have already been expended by the Agent in commencing the Store Closing Sales. Any delay in conducting the Store Closing Sales would result in the loss of the value thus far achieved and in increased administrative expenses, including, but not limited to, additional rent payments in respect of the Closing Stores resulting from the delay," said Christopher M. Samis, Esq., at Whiteford, Taylor & Preston LLC, one of the Debtors' attorneys. MovieStop will pay Agent a fee for the sale of Merchandise equal to 2.0% of the gross proceeds of all sales of Merchandise. The Agent will also earn a commission of 20% on the sale of any FF&E. The Merchant will pay for all GBRP controlled expenses of the Store Closing Sales. The Debtors funded to Agent an advance payment of expenses in the amount of $200,000 in the aggregate to be applied to GBRP Controlled Expenses as incurred. Any portion of the advance not used to pay GBRP Controlled Expenses of the Store Closing Sales will be returned to Merchant at the Final Reconciliation. Upon the sale of the Merchandise and FF&E and the wind-up of the Closing Stores, the Debtors expect to realize an immediate benefit in terms of reducing their secured obligations in accordance with the terms of the DIP Facility, as well as ultimately reducing occupancy costs in connection with the wind down of the Closing Stores. The Debtors and Agent acknowledge, however, that not all of the Merchandise and the FF&E at the Closing Stores may be sold, transferred, or otherwise disposed of by the Agent. Accordingly, in the event that the Agent is unable to sell or otherwise dispose of any Merchandise or FF&E following the Store Closing Sales and exercises the Agent's right to abandon FF&E to the Debtors, or the Debtors determine that the costs associated with holding, storing, insuring, or selling any Merchandise or FF&E exceed the proceeds that will be realized upon its sale, or that such Merchandise is not sellable at all, it may be costly and burdensome to the Debtors' estates to retain such Merchandise or FF&E once it has been abandoned by the Agent. Thus, to the extent that the Agent does not sell any Merchandise or FF&E, the Debtors request that they be authorized upon the conclusion of the Store Closing Sales to abandon the same, without incurring any liability to any person or entity in order to maximize the value of their assets and to minimize the costs to their estates. About Hastings Founded in 1968, Hastings is a leading multimedia entertainment retailer that combines the sale of new and used books, videos, video games and CDs, apparel, collectibles, kids, licensed merchandise, consumables, comics, recreation, hobby and consumer electronics merchandise, with the rental of videos and video games in a superstore format. The Company currently operates 123 superstores, averaging approximately 24,000 square feet, primarily in medium-sized markets throughout the United States. We also operate two concept stores, TRADESMART, located in Littleton, Colorado and Albuquerque, N.M. Hastings also operates www.goHastings.com, an e-commerce Internet web site that makes available to our customers new and used entertainment products and different, contemporary gifts and toys. The site features exceptional product and pricing offers. The Investor Relations section of its web site contains press releases, a link to request financial and other literature and access to its filings with the Securities and Exchange Commission. About SPImages SP Images, Inc., a Massachusetts corporation, is a full-service licensed distributor of sports and entertainment products and apparel headquartered in Franklin, Massachusetts. SPI specializes in providing retail partners with an unmatched assortment of licensed merchandise. SPI stocks over 20,000 individual items licensed by Major League Baseball, the National Football League, the National Hockey League, the National Basketball Association, Marvel Comics, DC Comics and many more. About MovieStop MovieStop, LLC is a value retailer of new and used movies based in Atlanta, GA. MovieStop currently operates 39 destination locations in 10 states, primarily along the Eastern United States Coast. The chain was established in 2004 originally operating as a division of GameStop, and subsequently spun out into a private entity. Each of Draw Another Circle, LLC, Hastings Entertainment, Inc., MovieStop, LLC, SP Images Inc. and Hastings Internet, Inc. filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 16-11452, 16-11453, 16-11454, 16-11455 and 16-11456, respectively) on June 13, 2016. The petitions were signed by Joel Weinshanker as manager. Hastings estimated assets and liabilities in the range of $100 million to $500 million. As disclosed in Court documents, the Debtors owe BofA approximately $70 million as of the Petition Date under a prepetition credit agreement. The Debtors owe their trade vendors, landords, service providers and other general unsecured creditors approximately $59 million as of June 8, 2016. Among the top unsecured creditors are Universal Studios Home Video which is owed $3.7 million and Fox Home Entertainment holding a claim of $3.3 million. Whiteford, Taylor & Preston LLC and Cooley LLP represent the Debtors as counsel. The Debtors have engaged RCS Real Estate Advisors as lease disposition consultant, FTI Consulting as financial advisor and Rust Consulting/Omni Bankruptcy as claims and noticing agent. The cases are pending joint administration before Judge Kevin J. Carey in the U.S. Bankruptcy Court for the District of Delaware. HOSPITAL AUDIENCES: Hires Citrin Cooperman as Accountants --------------------------------------------------------- Hospital Audiences, Inc., d/b/a Healing Arts Initiative, and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Eastern District of New York to employ Citrin Cooperman & Co., LLP as accountants to the Debtors. HAI is the owner of certain theft insurance policy with Travelers Insurance Company. From 2012 to 2015, HAI's former accountant, along with certain co-conspirators, stole in excess of $750,000 from HAI's coffers. The theft was discovered by a former executive director on or around August 18, 2015. On April 22, 2016, the Debtors submitted a comprehensive report to Travelers documents the loss and in support of the insurance claim. Citrin Cooperman was employed by HAI pre-petition and performed an analysis of the insurance claim against the Travelers policy. Citrin Cooperman has specific knowledge related to the theft and claim that the Debtors believe are critical to the successful prosecution of the claim. Citrin Cooperman has provided accounting services to debtors in other bankruptcy cases and is well qualified to do so throughout the duration of the Debtors' chapter 11 cases Citrin Cooperman has indicated its willingness to serve as accountants to the Debtors herein and to receive compensation on an hourly basis, subject to the approval of the Court. As of Petition Date, Citrin Cooperman was owed approximately $30,000 by the Debtors with respect to prepetition accounting services. James Lynch, CPA at the accounting firm of Citrin Cooperman & Co., 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. Citrin Cooperman may be reached at: James Lynch, CPA Citrin Cooperman & Co., LLP 595 Fifth Avenue New York, NY 10017 Tel: (212)697-1000 E-mail: jlynch@citrincooperman.com About Hospital Audiences Hospital Audiences, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the Eastern District of New York (Brooklyn) (Case No. 16-42119) on May 16, 2016. The petition was signed by Ken Berger, acting executive director. The Debtor is represented by Fred Stevens, Esq., at KlestadtWinters Jureller Southard & Stevens, LLP. The case is assigned to Judge Carla E. Craig. The Debtor estimated assets of $500,000 to $1 million and debts of $1 million to $10 million. HOSPITAL AUDIENCES: Hires Klestadt Winters as Counsel ----------------------------------------------------- Hospital Audiences, Inc., d/b/a Healing Arts Initiative, and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Eastern District of New York to retain Klestadt Winters Jureller Southard & Stevens, LLC as counsel to the Debtors, nunc pro tunc to May 16, 2016. The Debtors require Klestadt Winters to: a. advise the Debtors with respect to their rights, powers and duties as debtors and debtors-in-possession in the continued management and operation of their business and assets; b. attend meetings and negotiate with the Committee, governmental authorities, and representatives of creditors and other parties in interest and advise and consult on the conduct of the case including all of the legal and administrative requirements operating under chapter 11; c. take all necessary action to protect and preserve the Debtors' estates, including prosecution of actions on behalf of the Debtors, the defence of any actions commenced against the estate, negotiations concerning litigation in which the Debtors may be involved and objections to claims filed against the estates; d. prepare on behalf of the Debtors such motions, applications, answers, orders, reports, and papers necessary to the administration of the estates; e. assist the Debtors in analysis and negotiations with any third party concerning matters related to the realisation by creditors of a recovery on claims and other means of realising value; f. represent the Debtors at all hearings and other proceedings; g. assist the Debtors in analysis of matters relating to that legal rights and obligations of the Debtors with respect to various agreements and applicable laws; h. review and analyse all applications,orders, statements, and schedules filed with the Court and advise the Debtors as to their propriety; i. assist the Debtors in preparing pleadings and applications as may be necessary in furtherance of the Debtors' interests and objectives; j. assist and advise the Debtors with regard to communications to the Committee, governmental authorities, and general creditor body regarding any proposed chapter 11 plan or other significant matters in the chapter 11 cases; k. assist the Debtors with respect to consideration by the Court of any disclosure statement or plan prepared or filed pursuant to 1125 0r 1121 of the Bankruptcy Code and taking any necessary action on behalf of the Debtors to obtain confirmation of such plan; l. perform other legal services as may be required and/or deemed to be in the interest of the Debtors in accordance with their powers and duties as set forth in the Bankruptcy Code. Klestadt Winters will be paid at these hourly rates: Fred Stevens $550 Partners $475-$675 Associates $250-$375 Paralegals $150 On May 12, 2016, Klestadt Winters received a $15,000 retainer from the Debtors. Klestadt Winters will also be reimbursed for reasonable out-of-pocket expenses incurred. Fred Stevens, partner at the firm of Klestadt Winters Jureller Southard & Stevens, 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. Klestadt Winters may be reached at: Fred Stevens, Esq. Klestadt Winters Jureller Southard & Stevens, LLC 200 West 41st Street New York, NY 10036-7203 Telephone: (212)972-3000 Facsimile: (212)972-2245 E-mail: fstevens@klestadt.com About Hospital Audiences   Hospital Audiences, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the Eastern District of New York (Brooklyn) (Case No. 16-42119) on May 16, 2016. The petition was signed by Ken Berger, acting executive director.   The Debtor is represented by Fred Stevens, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP. The case is assigned to Judge Carla E. Craig.   The Debtor estimated assets of $500,000 to $1 million and debts of $1 million to $10 million. INSTITUTE OF CARDIOVASCULAR: U.S. Trustee to Appoint PCO -------------------------------------------------------- U.S. Bankruptcy Judge Jerry Funk has directed the U.S. Trustee to appoint a Patient Care Ombudsman for the Chapter 11 case of Institute of Cardiovascular Excellence, PLLC. About Institute of Cardiovascular Institute of Cardiovascular Excellence, PLLC, based in Ocala, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-01491) on April 20, 2016. Aaron A Wernick, Esq., at Furr & Cohen, PA, serves as counsel to the Debtor. In its petition, the Debtor estimated $0 to $50,000 in assets and $10 million to $50 million in liabilities. The petition was signed by Asad Qamar, manager. JACK DEMPSEYS: Unsecured Creditors to Recoup 5% Under Plan ---------------------------------------------------------- Jack Dempsey's Inc., filed with the U.S. Bankruptcy Court for the District of Connecticut, Bridgeport Division, a third amended plan of reorganization and accompanying disclosure statement proposing to pay holders of general unsecured claims 5% of their allowed claims over 60 months with interest paid at the Prime Rate plus 3%. The Debtor has and/or will seek a determination form the Court as to the secured status of liens filed against 170 Oronoque. The Debtor believes, on account of those determinations, the lien of FNMA will be reduced and the liens of subordinate creditors will be removed, drastically improving cash flow. The Debtor will use cash on hand, the collection of accounts receivable, future revenue, borrowings and/or equity contributions to satisfy its obligations under the Plan. Specifically, the Debtor will also continue to pursue its plan of development with respect to 170 Oronoque and/or seek to sell the property to a developer. The Debtor will also collect debts due from affiliates (Yellow Rose, Inc., which owes the Debtor approximately $65,000, and GC, Inc., which owes the Debtor approximately $10,000) to assist with funding the Plan. In this regard, Yellow Rose, Inc. has agreed to commence payment of $2,000 per month beginning September 1, 2016 toward the amount owed by it to the Debtor; GC, Inc. has agreed to pay the amount it owes on entry of a Confirmation Order. Further, the Debtor's equity holder will make cash contribution of $15,000 to cover plan payments, operating losses or extraordinary costs incurred by the Debtor under the Plan on the Effective Date. Julia Kish, who holds 100% of the equity interests of the Debtor, will use income from outside sources to fund this payment. Ms. Kish will continue to manage the Debtor. A full-text copy of the Disclosure Statement dated June 6, 2016, is available at http://bankrupt.com/misc/ctb15-50555-149.pdf Jack Dempsey's Inc. (Bankr. D. Conn., Case No. 15-50555) filed a Chapter 11 Petition on April 24, 2015. The Debtor is the owner of 170 Oronoque Lane, Stratford, Connecticut, a single-family home that is currently rented to a tenant. The Debtor is also the tenant and sub-landlord with respect to property located at 520 Success Avenue, Stratford, Connecticut, that is currently leased to Blue Star Construction, LLC. The bankruptcy case is assigned to Judge Alan H.W. Shiff. The Debtor's Counsel is Jeffrey M. Sklarz, Esq., at Green & Sklarz LLC, in New Haven, Connecticut. The Debtor has $100,000 to $500,000 estimated assets and $1 million to $10 million estimated liabilities. The petition was signed by Julia Kish, president. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/ctb15-50555.pdf JAMES A. CRIPE: Court Denies Approval of Disclosure Statement ------------------------------------------------------------- Judge Thomas P. Agresti of the U.S. Bankruptcy Court for the Western District of Pennsylvania, for reasons stated on the record at the June 2, 2016 hearing, denied approval of the disclosure statement explaining James A. Cripe's plan. Judge Agresti said a new schedule for filing the fourth amended plan documents will be set following the mediation. James A. Cripe (Bankr. W.D. Pa. Case No. 15-10070) filed a Chapter 11 Petition on January 21, 2015. JOHNSON MEMORIAL: PCO Reports No Complaints on Quality of Care -------------------------------------------------------------- Nancy Shaffer, as the Connecticut Long-Term Care Ombudsman and the Patient Care Ombudsman appointed for Johnson Memorial Medical Center, Inc., has submitted a report regarding the quality of patient care provided to residents. The Patient Care Ombudsman and her representative continue to monitor the care and services provided to residents of Evergreen Health Care Center. Since last report the census has remained relatively stable and staffing levels have also been stable. There are no vacant staff positions at this time. A new Director of Nursing begins her post in June. As mandated by Department of Public Health, a nurse consultant remains in the home to monitor the transition to the new business entity. This will end during the month of June. There have not been any complaints from residents or their representatives lodged with the Long-Term Care Ombudsman Program during the past 60 days. About Johnson Medical Center Stafford Springs, Conn.-based Johnson Memorial Medical Center is the parent company of Johnson Memorial Hospital in Stafford, Connecticut. Johnson Memorial Medical Center, Inc., and five of its subsidiaries each filed a Chapter 11 bankruptcy petition (Bankr. Conn. Proposed Lead Case No. 16-20056) on Jan. 14, 2015. The petitions were signed by Patrick Mahon as Chairman. The Debtors estimated asets in the range of $1 million to $10 million and estimated liabilities in the range of $10 million to $50 million. The Debtors have hired Reid & Reige P.C. as counsel. Judge Albert S. Dabrowski has been assigned the cases. JOSEPH SATIRA: Ch.11 Plan Pays Unsecured Creditors in 5 Years ------------------------------------------------------------- Joseph Satira filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania an amended plan of reorganization and an explanatory disclosure statement under which general unsecured creditors will be paid $5,126 or 100% of their claims over a 60 month period. Joseph Satira (Bankr. W.D. Penn. Case No. 15-24221) filed a Chapter 11 Petition on November 18, 2015. The Debtor is the owner of two commercial properties in Munhall, Pennsylvania. The Debtor rents space in these properties to tenants and also uses part of the space for his own barber shop business at which he works. A full-text copy of the Disclosure Statement dated June 6, 2016, is available at http://bankrupt.com/misc/pawb15-24221-69.pdf The Debtor is represented by: Christopher M. Frye, Esq. LAW OFFICES OF STEIDL AND STEINBERG Gulf Tower, Suite 2830 707 Grant Street Pittsburgh, PA 15219 Tel: 412-391-8000 Email: chris.frye@steidl-steinberg.com KAROBO INC: Hires 1st American Realty Group as Realtor ------------------------------------------------------ Karobo, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of New Jersey to employ 1st American Realty Group as Realtor. The primary asset of the debtor is real estate which must be liquidated to provide funds for the payment of secured creditors and to finance the reorganization plan. The Debtor requires the Realtor to secure a purchaser for the real estate. The parties' prepetition listing agreement provides the realtor with a commission of 5% of the sales price. Donald D'Amato, member of 1st American Realty 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. 1st American Realty Group may be reached at: Donald D'Amato 1st American Realty Group 700 Route 130, Suite 108 Cinnaminson, NJ 08077 Telephone: (856)235-0700 Karobo, Inc. filed a Chapter 11 petition (Bankr. D.N.J. Case No. 16-16443) on April 4, 2016, and is represented by Peter Petrou, Esq. -- Pete@PetrouLaw.com KAROBO INC: Hires Harry J. Lufft as Accountant ---------------------------------------------- Karobo, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of New Jersey to employ Harry J. Lufft as Accountant. Harry J. Lufft has served as the accountant for the Debtor for many years, and is on possession of all previously filed tax returns and related financial documents. The Debtor requires Harry J. Lufft to prepare financial reports, tax and related governmental filings, and other services traditionally provided by an accountant. Harry J. Lufft will be paid $150 per hour. Harry J. Lufft, CPA, assured the Court that he 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. Harry J. Lufft may be reached at: Harry J. Lufft 21 Musiker Road Randolph, NJ 07869 Tel: (973)895-3800 E-mail: harry07869@yahoo.com Karobo, Inc. filed a Chapter 11 petition (Bankr. D.N.J. Case No. 16-16443) on April 4, 2016, and is represented by Peter Petrou, Esq. -- Pete@PetrouLaw.com KAROBO INC: Hires Peter Petrou as Attorney ------------------------------------------ Karobo, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of New Jersey to employ Peter Petrou as Attorney for Debtor-in-possession. The Debtor requires Mr. Petrou to represent in this chapter 11 case, including all necessary court appearances, research, preparation and drafting of pleadings and other negotiations and legal advice, including representation in the proposed sale of Debtor’s real estate. Mr. Petrou will be compensated at his regular hourly rate of $400 per hour. Mr. Petrou 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. Peter Petrou, Esq. can be reached at: Peter Petrou, Esq. 4 Century Drive, 3rd Floor Parsippany, NJ 07054 Tel: 973-292-0202 Karobo, Inc. filed for Chapter 11 petition (Bankr. D.N.J. Case No. 16-16443) on April 4, 2016. KENNAMETAL INC: Egan-Jones Cuts FC Sr. Unsec. Rating to BB+ ----------------------------------------------------------- Egan-Jones Ratings Company downgraded the foreign currency senior unsecured rating on debt issued by Kennametal Inc. to BB+ from BBB on May 17, 2016. Kennametal is a supplier of tooling and industrial materials founded in 1938 by Philip M. McKenna in the Latrobe, Pennsylvania area. KEVIN CHRISTOPHER GLEASON: Plan Earmarks $25,000 for Unsecureds --------------------------------------------------------------- General unsecured creditors of Kevin Christopher Gleason will receive a pro rata distribution from a fund of $25,000 resulting from the sale of Gleason's homestead property, according to the Debtor's plan of reorganization and explanatory disclosure statement filed with the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, on June 6, 2016. A full-text copy of the Disclosure Statement dated June 6, 2016, is available at http://bankrupt.com/misc/flsb16-10001-78.pdf Kevin Christopher Gleason (Bankr. S.D. Fla. Case No. 16-10001) filed a Chapter 11 Petition on January 1, 2016. The Debtor is an attorney who was admitted to practice in 1982 in the Commonwealth of Pennsylvania, and in 1983 in Florida and New Jersey. The Debtor is no longer an active member of the bars in Pennsylvania and New Jersey. KEVIN SMITH: Plan Pays $266,500 to Unsecured Creditors in 20 Yrs ---------------------------------------------------------------- Kevin Smith and Susan Smith filed with the U.S. Bankruptcy for the Northern District of Illinois, Eastern Division, an amended Chapter 11 plan of reorganization and accompanying disclosure statement under which holders of general unsecured claims will be paid, pro rata, a total of $266,500, to be paid $15,000 on the Effective Date and $12,575 per year, in quarterly installments, for the following 20 years. A full-text copy of the Disclosure Statement dated June 6, 2016, is available at http://bankrupt.com/misc/pawb15-24221-69.pdf Kevin Smith and Susan Smith (Bankr. N.D. Ill. Case No. 15-28256) filed a Chapter 11 Petition on August 18, 2015. Kevin Smith is an individual resident of Will County who is employed as Director, Systems Implementation & Consulting at Loyola University Chicago. Susan Smith is employed as a Teacher at Minooka Community High School. No creditors committee has been formed in this case. KID BRANDS: Creditors' Panel Hires Gellert Scali as Counsel ----------------------------------------------------------- The Official Committee of Unsecured Creditors of Kid Brands, Inc., et al., seeks authorization from the U.S. Bankruptcy Court for the District of New Jersey to retain Gellert Scali Busenkell & Brown, LLC as local special counsel.. The Committee requires Gellert Scali to: a. assist and advise the Committee to analyze, prosecute, and/or settle Avoidance Actions; b. represent the Committee at hearings to be held before this Court concerning Avoidance Action and communicating with the Committee regarding the matters heard and the issue raised as well as the decisions and considerations of this Court; c. review and analyze pleadings, orders, schedules, and other documents file and to be filed with this Court concerning Avoidance Actions; and consent or object to pleadings or orders on behalf of the Committee concerning Avoidance Actions, as appropriate; d. assist the Committee in preparing such applications, motions, memoranda, proposed orders, and other pleadings as may be required in support of positions taken by the Committee concerning Avoidance Actions,including all trial preparation as may be necessary; e. confer with the professionals retained by the Committee and other parties-in-interest concerning Avoidance Actions, as well as with such other professionals as may be selected and employed by the Committee; f. coordinate the receipt and dissemination of information prepared by and received from the Committee’s professionals, as well as such information as may be received from professionals engaged by the Committee or other parties-in-interest in these cases; g. assist the Committee generally in performing such other services as may be desirable or required for the discharge of the Committee’s duties concerning Avoidance Actions pursuant to Bankruptcy Code Section 1103. Gellert Scali will be paid at these hourly rates: Ronald S. Gellert $375 Bryan M. Keilson $325 Other attorneys and paralegals will from time to time provide services to the Committee. Attorneys rates are $250-$475 per hour and paraprofessionals rates are $75 to $150 per hour. Ronald Gellert, Esq., member of the law firm Gellert Scali Busenkell & Brown, 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. GSBB may be reached at: Ronald Gellert Gellert Scali Busenkell & Brown, LLC 1201 N. Orange Street, Suite 300 Wilmington, DE 19801 Tel: 302-425-5806 Fax: 302-425-5814 E-mail: rgellert@gsbblaw.com About Kid Brands Based in Rutherford, New Jersey, Kid Brands, Inc., is a designer, importer, marketer, and distributor of infant and juvenile consumer products. Its operating subsidiaries consist of Kids Line, LLC, CoCaLo, Inc., Sassy, Inc., and LaJobi, Inc. Citing their inability to raise capital due to contingent liabilities and operational issues, Kid Brands and six of its U.S. subsidiaries each filed a voluntary petition (Bankr. D.N.J. Lead Case No. 14-22582) on June 18, 2014. The Court approved the joint administration of their cases. Kid Brands Inc. disclosed $921,358 in assets and $47,947,589 in liabilities as of the Chapter 11 filing. Judge Donald H. Steckroth presides over the cases. Lowenstein Sandler LLP represents the Debtors in their restructuring effort. PricewaterhouseCoopers LLP is the Debtors' financial advisor, and GRL Capital Advisors acts as restructuring advisors. GRL's Glenn Langberg is the Debtors' chief restructuring officer. Rust Consulting/Omni Bankruptcy is the Debtors' claims and noticing agent. The Debtors are pursuing a sale of the assets pursuant to Section 363 of the Bankruptcy Code. Salus Capital Partners LLC and Sterling National Bank have committed to provide up to $49 million in DIP financing to the Debtors. The Official Committee of Unsecured Creditors retained Kelley Drye & Warren LLP as its counsel, and Emerald Capital Advisors Corp. as its financial advisors. L BRANDS: Moody's Assigns Ba1 Rating on Proposed $700MM Notes ------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to L Brands, Inc.'s proposed offering of $700 million senior unsecured guaranteed notes. The Ba1 rating on the company's existing senior unsecured guaranteed notes and Ba2 rating on its existing senior unsecured unguaranteed notes are unchanged. The rating outlook remains stable. L Brands intends to use proceeds from the notes offering to redeem its $700 million senior unsecured notes due July 2017. Moody's believes the company's proforma leverage will remain essentially unchanged at around 2.8 times. These ratings were assigned: Proposed $700 million Senior unsecured guaranteed notes maturing 2036 at Ba1 (LGD4) RATINGS RATIONALE L Brands' Ba1 Corporate Family Rating is supported by its popular well recognized brand names which drive its strong profitability. The rating also acknowledges its very good liquidity and moderate leverage and interest coverage, with debt to EBITDA of around 2.8 times and EBITA to interest expense around 4.4 times pro forma the proposed notes offering. The rating considers L Brands' scale with revenues in excess of $12 billion and its concentration on two narrow product niches. The rating also acknowledges its expertise in merchandising and marketing. However, the ratings are constrained by L Brands' financial policies which favor share repurchases and special dividends. The company's credit agreement provides it with significant flexibility to make debt financed dividends and share repurchases. The stable outlook reflects Moody's view that L Brands' financial policies will continue to be shareholder friendly with excess cash flow returned to shareholders but that credit metrics will remain appropriate for the Ba1 rating. Moody's believes the company will continue to execute well on organic growth opportunities, including but not limited to international expansion and adjacent product opportunities, such as sport and the PINK assortment. An upgrade would require a more conservative financial policy such that debt to EBITDA was expected to be maintained below 3.0 times and EBITA to interest expense above 4.5 times. Ratings could be downgraded should financial policy become more aggressive than currently anticipated. Ratings could also be downgraded should debt increase or operating performance falter such that debt to EBITDA approaches 4.5 times or EBITA to interest expense approaches 2.5 times. The principal methodology used in this rating was Retail Industry published in October 2015. Headquartered in Columbus, Ohio, L Brands, through Victoria's Secret, PINK, Bath & Body Works, La Senza and Henri Bendel, is an international company. The company operates 3,038 company-owned specialty stores in the United States, Canada, the United Kingdom and Greater China, and its brands are sold in more than 700 additional franchised locations worldwide. Annual revenues exceed $12 billion. L BRANDS: S&P Assigns 'BB+' Rating on New $700MM Sr. Notes Due 2036 ------------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '3' recovery ratings to L Brands Inc.'s proposed $700 million senior unsecured notes due 2036. The '3' recovery rating indicates S&P's expectation of meaningful recovery, at the high end of the 50%-70% range, in the event of payment default. L Brands plans to issue the $700 million notes with subsidiary guarantees. The company intends to use the net proceeds from the proposed note issuance together with cash on hand to redeem the 6.9% senior unsecured notes due 2017, and for general corporate purposes. The proposed transaction is leverage-neutral and therefore does not change the company's credit metrics. S&P expects the company will maintain credit ratios, including adjusted debt leverage in the low- to mid-2x area over the next 12 months. The 'BB+' corporate credit rating and stable outlook on the Columbus, Ohio-based specialty apparel retailer reflect the company's solid market position in intimate apparel and personal care products, strong brand recognition, and marketing capabilities. The company's participation in the intensely competitive specialty retail industry and discretionary product offering tempers these strengths. S&P believes L Brands' financial policies will remain aggressive as the company continues to return capital to shareholders. RATINGS LIST L Brands Inc. Corporate credit rating BB+/Stable/-- Ratings Assigned L Brands Inc. Senior unsecured $700 mil. sr notes due 2036 BB+ Recovery rating 3H LAQUINTA INN: First Bank Objects to Disclosure Statement -------------------------------------------------------- First Bank & Trust East Texas objects to LaQuinta Inn & Suites Partnership's first amended disclosure statement and second amended plan, complaining, among other things, that the plan outline does not provide more description of how much the PIP upgrades will cost and how and when the Laquinta PIP will be paid. The bank also proposes clarification to the language in the provisions releasing creditors of the Debtor's partners. First Bank is represented by: Scott W. Stover, Esq. LAW OFFICES OF SEALE, STOVER & BISBEY P.O. Box 480 Jasper, TX 75951 Tel: (409)384-3463 Fax: (409)384-3017 Email: swstover@sbcglobal.net LaQuinta Inn & Suites Partnership (Bankr. E.D. Tex., Case No. 15-10326) filed a Chapter 11 Petition on July 2, 2015. The case is assigned to Judge Bill Parker. The Debtor's Counsel is Frank J. Maida, Esq., at Maid Law Firm, in Beaumont, Texas. The petition was signed by Hiral Patel, partner. The Debtor's total assets are $1.9 million and total liabilities are $3.8 million. A list of the Debtor's 13 largest unsecured creditors is available for free at http://bankrupt.com/misc/txeb15-10326.pdf LIFE PARTNERS: Trustee, Panel Object to Vida Plan Outline --------------------------------------------------------- H. Thomas Moran II -- the Chapter 11 trustee for Life Partners Holdings, Inc., et al., and sole director of Life Partners, Inc., and LPI Financial Services, Inc. -- and the Official Committee of Unsecured Creditors object to the disclosure statement for the second amended Chapter 11 plan proposed by Vida Capital, Inc. to get the Debtors out of bankruptcy. The Vida Plan provides that Vida will purchase 100% of the New Stock of LPI and LPIFS in exchange for the payment of $4 million to the Debtors' estates. Vida will make an exit loan available to pay DIP Claims, Allowed Administrative and Fee Claims and, if necessary, Priority Claims. The Exit Loan will bear simple interest at 13% per annum. Each holder of allowed general unsecured claims against LPHI, LPI and LPIFS will receive a beneficial interest in the Litigation Trust equal to the Pro Rata amount of its Allowed Claim. The Chapter 11 trustee complains, among other things, that the Vida Plan is facially unconfirmable because it lacks any mechanism to resolve the Ownership Issue in a manner that will bind investors who claim an ownership interest in the policies. While Vida in its Disclosure Statement claims that the Ownership Issue "shall be deemed resolved pursuant to the terms of the Class Action Settlement," the Chapter 11 trustee points out that the Vida Plan, in fact, does not incorporate the Class Action Settlement in toto but unilaterally seeks to modify that settlement in several material aspects. The Creditors' Committee argues that the Vida Plan, as filed, is not ready for solicitation, pointing out the continued, material, mathematical errors in the Vida projections. The Committee asserts that although Vida has recently revised its original headline claim that it will provide $215 million more to investors down to a figure of $190 million, this number is still grossly overstated and must be revised further downward because it is still substantially premised upon mathematical errors. For the above reasons, the Chapter 11 Trustee and the Creditors' Committee ask the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, not to approve the Vida Disclosure Statement as filed. The Chapter 11 Trustee is represented by David M. Bennett, Esq., Richard Roper, Esq., Katharine Battaia Clark, Esq., at Thompson & Knight LLP, in Dallas, Texas. The Creditors' Committee is represented by Joseph J. Wielebinski, Esq., Dennis L. Roossien, Jr., Esq., and Jay H. Ong, Esq., at Munsch Hardt Kopf & Harr, P.C., in Dallas, Texas. About Life Partners Holdings Headquartered in Waco, Texas, Life Partners Holdings, Inc. -- http://www.lphi.com/-- is the parent company engaged in the secondary market for life insurance, commonly called "life settlements." Since its incorporation in 1991, Life Partners, Inc., has completed over 162,000 transactions for its worldwide client base of over 30,000 high net worth individuals and institutions in connection with the purchase of over 6,500 policies totaling over $3.2 billion in face value. LPHI is a publicly traded company incorporated in Texas and its common stock has been delisted from the NASDAQ (formerly trading under the symbol LPHI). Life Partners Holdings sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 15-40289) on Jan. 20, 2015. The case is assigned to Judge Russell F. Nelms. J. Robert Forshey, Esq., at Forshey & Prostok, LLP, serves as counsel to the Debtor. LPHI disclosed $2,406,137 in assets and $52,722,308 in liabilities as of the Chapter 11 filing. The official committee of unsecured creditors formed in the case tapped Munsch Hardt Kopf & Harr, P.C., as counsel. Tracy A. Bolt of BDO USA, LLP was named as examiner for the Debtor's case. At the behest of the U.S. Securities and Exchange Commission, the U.S. Trustee, and the Creditors Committee, the Court ordered the appointment of a Chapter 11 trustee. On March 13, 2015, H. Thomas Moran II was appointed as Chapter 11 trustee in LPHI's case. The trustee is represented by Thompson & Knight LLP. The Chapter 11 trustee signed Chapter 11 bankruptcy petitions for LPHI's subsidiaries on May 19, 2015: Life Partners Inc. (Case No. 15-41995) and LPI Financial Services, Inc. (Case No. 15-41996). Life Partners is estimated to have $100 million to $500 million in assets and more than $1 billion in debt. LPI Financial estimated less than $50,000. LINN ENERGY: Hires AlixPartners as Restructuring Advisor -------------------------------------------------------- Linn Energy, LLC, et al., ask for permission from the Hon. David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas to employ AlixPartners as their restructuring advisor, nunc pro tunc to the Petition Date. A hearing on the request is set for June 22, 2016, at 1:00 p.m. AlixPartners will: a. assist in preparing for and filing a bankruptcy petition, coordinating and providing administrative support for the proceeding and developing the Debtors' Plan of Reorganization or other appropriate case resolution, if necessary; b. assist with the preparation of the statement of affairs, schedules and other regular reports required by the U.S. Bankruptcy Court; c. assist in obtaining and presenting information required by parties in interest in the Debtors' bankruptcy process including official committees appointed by the Court and the Court itself; d. provide assistance in the areas as testimony before the Court on matters that are within the scope of this engagement and within AlixPartners' area of testimonial competencies; e. assist the Debtors and their management in developing a short-term cash flow forecasting tool and related methodologies and assist with planning for alternatives as requested by the Company; f. provide assistance as requested by management in connection with the Debtors' development of a business plan, review of operating cost structure, and other related forecasts as may be required by creditor constituencies in connection with negotiations or by the Debtors for other corporate purposes; g. assist the "working group" professionals who are representing the Debtors in the reorganization process or who are working for the Debtors' various stakeholders to coordinate their effort and individual work product in order to be to be consistent with the Debtors' overall restructuring goals; h. assist as requested in managing any litigation that may be brought against the Debtors in the Court; i. assist in communication and negotiation with outside constituents including the banks and their advisors; and j. assist with other matters as may be requested that fall within AlixPartners' expertise and that are mutually agreeable. AlixPartners will be paid at these hourly rates: Mark Brown, Managing Director $950 Part Time Job Chan, Associate $365 Full Time John Creighton, Director $720 Full Time Spencer Dorsey, Associate $400 Full Time Barry Folse, Managing Director $1,015 Full Time Michael Hartley, Director $770 Full Time David Johnston, Managing Director $1,015 Part Time Ryan Komendowski, Associate $365 Part Time Jeff Kopa, Director $720 Part Time Nathan Kramer, Vice President $530 Full Time Jon Labovitz, Director $720 Full Time James Mesterharm, Managing Director $1,070 Full Time Melissa Russell, Vice President $585 Full Time Managing Director $960-$1,095 Director $720-$880 Vice President $530-$635 Associate $365-$470 Analyst $315-$345 Paraprofessional $240-$260 AlixPartners currently holds a retainer payment of $350,000 and refresher payments of $128,701.64. AlixPartners will also maintain records in support of any fees (in 1/10th of an hour increments), costs, and expenses incurred in connection with services rendered in these Chapter 11 cases. Records will be arranged by category and nature of the services rendered, and will include reasonably detailed descriptions of those services provided on behalf of the Debtors. AlixPartners' applications for compensation of fees and reimbursement of expenses will be paid by the Debtors pursuant to the terms of the engagement letter and any procedures established by the Court, pursuant to an Interim Compensation Order or otherwise. AlixPartners currently does not seek a success fee in connection with this engagement. In accordance with Section 504 of the Bankruptcy Code and Bankruptcy Rule 2016, AlixPartners has not entered into any agreements, express or implied, with any other party in interest, including the Debtors, any creditor, or any attorney for the party in interest in these Chapter 11 cases, (a) for the purpose of sharing or fixing fees or other compensation to be paid to any party in interest or its attorneys for services rendered in connection therewith, (b) for payment of the compensation from the assets of the estates in excess of the compensation allowed by this Court pursuant to the applicable provisions of the Bankruptcy Code, or (c) for payment of compensation in connection with these Chapter 11 cases other than in accordance with the applicable provisions of the Bankruptcy Code. James A. Mesterharm, a Managing Director of AlixPartners and the Co-Head of AlixPartners' Turnaround & Restructuring Services Group in North America, assures the Court that the firm doesn't hold nor represent any interest adverse to the Debtors or their estates, and AlixPartners is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b) of the Bankruptcy Code, in that AlixPartners and its professionals and employees who will work on the engagement: a. are not creditors, equity security holders, or insiders of the Debtors; b. were not, within two years before the Petition Date, a director, officer or employee of the Debtors; and c. do not have an interest materially adverse to the interest of the Debtors' estate or any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. AlixPartners can be reached at: James A. Mesterharm AlixPartners, LLP 909 Third Avenue, 30th Floor New York, NY 10019 Tel: (212) 490-2500 Fax: (212) 490-1344 E-mail: jmesterharm@alixpartners.com Web site: http://www.alixpartners.com/ About Linn Energy Headquartered in Houston, Texas, Linn Energy, LLC, and its affiliates are independent oil and natural gas companies. The LINN Debtors and Berry are operationally integrated. The Debtors' workforce, which is not unionized, includes approximately 1,650 employees. Collectively, as of year-end 2015, the Debtors have approximately 27,000 gross productive wells in the United States, including in California, Colorado, Illinois, Kansas, Louisiana, Michigan, New Mexico, North Dakota, Oklahoma, Texas, Utah, and Wyoming. As of year-end 2015, the Debtors had approximately 4.5 trillion cubic feet equivalent of proved reserves, of which approximately 26 percent were oil, 59 percent were natural gas, and 15 percent were natural gas liquids. The Debtors also own and operate pipelines, processing facilities, and steam generators to support their production activities. Michael C. Linn, a director on the Linn Energy and LinnCo boards, founded LINN Energy in 2003. Since then, the Debtors have grown from a small operator of natural gas wells into one of the largest independent oil and gas companies in the United States. Over the ensuing period, the Debtors carried out over 60 acquisitions and other transactions with a total value of approximately $17 billion. In December 2013, the Debtors acquired Berry in a stock-for-stock transaction valued at approximately $4.6 billion, inclusive of Berry's net funded debt. To effectuate the transaction, LinnCo acquired all of Berry's outstanding shares in exchange for the issuance of LinnCo shares, and Berry's pre-acquisition funded debt remained outstanding. Each of Linn Energy, LLC, and 14 of its subsidiaries filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Proposed Lead Case No. 16-60040) on May 11, 2016. The petitions were signed by Arden L. Walker, Jr., chief operating officer of LINN Energy. The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Jackson Walker L.L.P. as co-counsel, Lazard Freres & Co. LLC as financial advisor, AlixPartners as restructuring advisor and Prime Clerk LLC as claims, notice and balloting agent. The cases are pending joint administration before Judge David R. Jones. LINN ENERGY: Seeks Approval of Employee Compensation Programs ------------------------------------------------------------- Linn Energy, LLC and its affiliated debtors ask the U.S. Bankruptcy Court for the Southern District of Texas, Victoria Division, to authorize their Employee Compensation Plan for all non-insider employees, Critical Employee Recognition Program and Executive Incentive Plan ("EIP"). "Although low commodity prices have stressed the Debtors' balance sheet over the past 18 months, the Debtors' operations remain strong. At the heart of this continued operational success is the Debtors' dedicated workforce throughout all levels of the organization from the executive level suite to the oil and gas fields. By this Motion, the Debtors request critical and what should be non-controversial relief: authority to continue three ordinary course historical employee compensation programs... that each and every one of the Debtors' 1,621 employees rely upon to support their and their families' livelihoods. This relief is necessary and essential to continued operational successes and the Debtors' efforts to manage their financial liabilities through the persisting low commodity pricing cycle," the Debtors contend. The Employee Compensation Programs have a total cost of $46.15 million, and consist of the following: (a) Quarterly Compensation Plan for approximately 1,621 non-insider employees, providing for a maximum award pool for the remaining three quarters of the 2016 calendar year of approximately $31.5 million in the aggregate; (b) Critical Employee Recognition Program for 103 critical employees, providing for a maximum award pool of approximately $6.1 million, to be split evenly between lump sum cash awards in September 2016 and September 2017; and (c) EIP for the Debtors' six key senior executives, providing a target award opportunity for the remaining three quarters of the 2016 calendar year of approximately $11.6 million in the aggregate, with a threshold award opportunity during this time frame of $5.8 million. The Debtors relate that the Quarterly Compensation Plan is the current form of the Debtors' historical incentive compensation program that applies to all non-insider employees throughout the organization. The Debtors further relate that the Quarterly Compensation Plan includes field employees located in a dozen states responsible for daily operations, support, and maintenance of the Debtors' 27,000 wells; it also includes employees in each of the Debtors' three divisional offices such as engineers, geologists, landmen, and technical support organizations required to maintain and optimize wells so that they produce at their maximum capability. The Critical Employee Recognition Program provides incentives to key members of the Debtors' middle management to stay with the Debtors through the current challenges posed by the low commodity pricing cycle. According to the Debtors, the 103 non-insider employees that participate in the Critical Employee Recognition Program have experience, skills sets, and relationships that simply cannot be replaced with ease, especially given the difficulty the Debtors have had recruiting new employees due to the uncertainty around the restructuring process. The Debtors aver that retaining these individuals is critical to the ongoing operation of the business, and the Debtors have already faced the challenge of losing certain critical employees making the retention of the remaining critical employees even more important. The Executive Incentive Plan applies to six insiders of the Debtors and is specifically designed to incentivize and reward the Debtors' leadership team for meeting carefully selected goals determined to be critical to the company's ongoing success—and thereby drive performance for the overall enterprise. The Debtors contend that while the Debtors' operations remain strong, the demands placed upon the Debtors' senior executives leading up to and during these chapter 11 cases have been and will continue to be significant. The Debtors' Motion is scheduled for hearing on June 22, 2016 at 1:00 p.m. Linn Energy, LLC, and its affiliated debtors are represented by: Patricia B. Tomasco, Esq. Matthew D. Cavenaugh, Esq. Jennifer F. Wertz, Esq. JACKSON WALKER L.L.P. 1401 McKinney Street, Suite 1900 Houston, TX 77010 Telephone: (713)752-4200 Facsimile: (713)752-4221 E-mail: ptomasco@jw.com mcavenaugh@jw.com jwertz@jw.com - and - Paul M. Basta, Esq. Stephen E. Hessler, Esq. Brian S. Lennon, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212)446-4800 Facsimile: (212)446-4900 E-mail: paul.basta@kirkland.com stephen.hessler@kirkland.com brian.lennon@kirkland.com - and - James H.M. Sprayregen, Esq. Joseph M. Graham, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, IL 60654 Telephone: (312)862-2000 Facsimile: (312)862-2200 E-mail: james.sprayregen@kirkland.com joe.graham@kirkland.com About Linn Energy Headquartered in Houston, Texas, Linn Energy, LLC, and its affiliates are independent oil and natural gas companies. The LINN Debtors and Berry are operationally integrated. The Debtors' workforce, which is not unionized, includes approximately 1,650 employees. Collectively, as of year-end 2015, the Debtors have approximately 27,000 gross productive wells in the United States, including in California, Colorado, Illinois, Kansas, Louisiana, Michigan, New Mexico, North Dakota, Oklahoma, Texas, Utah, and Wyoming. As of year-end 2015, the Debtors had approximately 4.5 trillion cubic feet equivalent of proved reserves, of which approximately 26 percent were oil, 59 percent were natural gas, and 15 percent were natural gas liquids. The Debtors also own and operate pipelines, processing facilities, and steam generators to support their production activities. Michael C. Linn, a director on the Linn Energy and LinnCo boards, founded LINN Energy in 2003. Since then, the Debtors have grown from a small operator of natural gas wells into one of the largest independent oil and gas companies in the United States. Over the ensuing period, the Debtors carried out over 60 acquisitions and other transactions with a total value of approximately $17 billion. In December 2013, the Debtors acquired Berry in a stock-for-stock transaction valued at approximately $4.6 billion, inclusive of Berry's net funded debt. To effectuate the transaction, LinnCo acquired all of Berry's outstanding shares in exchange for the issuance of LinnCo shares, and Berry's pre-acquisition funded debt remained outstanding. Each of Linn Energy, LLC and 14 of its subsidiaries filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Proposed Lead Case No. 16-60040) on May 11, 2016. The petitions were signed by Arden L. Walker, Jr., chief operating officer of LINN Energy. The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Jackson Walker L.L.P. as co-counsel, Lazard Freres & Co. LLC as financial advisor, AlixPartners as restructuring advisor and Prime Clerk LLC as claims, notice and balloting agent. The cases are pending joint administration before Judge David R. Jones. LINN ENERGY: Seeks to Hire PwC as Tax Consultant ------------------------------------------------ Linn Energy LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire PricewaterhouseCoopers LLP as their tax consultant. The Debtors tapped the firm to provide these tax compliance and partnership debt restructuring services: (a) Perform services pursuant to the engagement letter dated Dec. 15, 2015 (Tax Compliance Engagement Letter) between the Debtors and PwC, which include: (i) providing professional services related to the preparation and delivery of federal and state tax compliance packages for the 2015 tax year; (ii) assisting the Debtors in the collection of tax data, review various data calculations necessary to calculate partners allocation, and prepare Schedules K-1, U.S. Forms 1065, the U.S. Partnership Return, and the required state income and franchise tax returns as requested; (iii) providing services for the 2016 tax year, including the preparation of year end estimates, allocations, compliance coordination and related tax consulting; (iv) providing advice and answers to questions on federal, State, local and international tax matters; and (v) providing advice on matters involving the Internal Revenue Service or other tax authorities on an as-needed or as-requested basis. (b) Perform services pursuant to the K-1 Processing & Compliance Engagement Letter dated Dec. 15, 2015, which include: (i) preparation and delivery of investor tax packages, including tax calculations services, tax package compilation services, nominee data analysis services for tax years 2015, 2016 and 2017. (c) Perform services pursuant to the Recurring Tax Services Engagement Letter dated Dec. 10, 2013, which include: (i) other recurring tax consulting services to provide advice and answers to questions or opinions on tax planning or reporting matters; and (ii) matters involving tax authorities and provide advice or assistance with respect to matters involving Internal Revenue Service or other tax authorities on an as-needed or as-requested. (d) Perform services pursuant to the Statement of Work dated Feb. 4, 2016 (Transfer Pricing SOW) between the Debtors and PwC, which include: (i) preparing a transfer pricing analysis and report for certain intercompany transactions between the Debtors and their affiliates; and (ii) additional transfer pricing or other related party transactions that need to be documented. (e) Perform services pursuant to the statement of work dated Feb. 10, 2016 (New Mexico SOW), which include: (i) performing audit defense and controversy services for the New Mexico gross receipts tax and compensating tax audit for the tax periods 2010 through 2015; (ii) performing state and local gross receipts tax and compensating tax managed audit services for the period October 2015 to current; and (iii) assisting in identifying data and systems relevant to the New Mexico CRS-1 reporting for gross receipts tax, compensating tax and withholding tax. (f) Perform services pursuant to the statement of work dated March 31, 2016 (Restructuring SOW), which include: (i) performing tax consulting services related to the proposed debt and equity restructuring. (g) Perform services pursuant to the statement of work dated May 12, 2016 (Tax Memorandum & Valuation SOW, which include: (i) preparing tax memorandum documenting the tax treatment and analysis for 2015; and (ii) reviewing the Debtors' valuation report; reviewing underlying assumptions; identifying potential issues that could be raised in a future IRS income tax audit. PwC will be paid by the Debtors for its services at the agreed hourly billings rates: Partner $605 - $960 Managing Director $630 - $715 Director $475 - $649 Manager $370 - $541 Senior Associate $275 - $395 Associate $200 - $325 As part of the overall compensation provided to PwC, the Debtors have agreed to certain indemnification and reimbursement, according to court filings. Kasey Dunn, a partner at PwC, disclosed in a declaration that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. PwC maintains an office at: PricewaterhouseCoopers, LLP 1000 Louisiana Street, Suite 5800 Houston, Texas 77002 About Linn Energy Headquartered in Houston, Texas, Linn Energy, LLC, and its affiliates are independent oil and natural gas companies. The LINN Debtors and Berry are operationally integrated. The Debtors' workforce, which is not unionized, includes approximately 1,650 employees. Collectively, as of year-end 2015, the Debtors have approximately 27,000 gross productive wells in the United States, including in California, Colorado, Illinois, Kansas, Louisiana, Michigan, New Mexico, North Dakota, Oklahoma, Texas, Utah, and Wyoming. As of year-end 2015, the Debtors had approximately 4.5 trillion cubic feet equivalent of proved reserves, of which approximately 26 percent were oil, 59 percent were natural gas, and 15 percent were natural gas liquids. The Debtors also own and operate pipelines, processing facilities, and steam generators to support their production activities. Michael C. Linn, a director on the Linn Energy and LinnCo boards, founded LINN Energy in 2003. Since then, the Debtors have grown from a small operator of natural gas wells into one of the largest independent oil and gas companies in the United States. Over the ensuing period, the Debtors carried out over 60 acquisitions and other transactions with a total value of approximately $17 billion. In December 2013, the Debtors acquired Berry in a stock-for-stock transaction valued at approximately $4.6 billion, inclusive of Berry's net funded debt. To effectuate the transaction, LinnCo acquired all of Berry's outstanding shares in exchange for the issuance of LinnCo shares, and Berry's pre-acquisition funded debt remained outstanding. Each of Linn Energy, LLC and 14 of its subsidiaries filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Proposed Lead Case No. 16-60040) on May 11, 2016. The petitions were signed by Arden L. Walker, Jr., chief operating officer of LINN Energy. The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Jackson Walker L.L.P. as co-counsel, Lazard Freres & Co. LLC as financial advisor, AlixPartners as restructuring advisor and Prime Clerk LLC as claims, notice and balloting agent. The cases are pending joint administration before Judge David R. Jones. LITTLE KENTUCKY ELK: Hires Offutt Nord Burchett as Attorneys ------------------------------------------------------------ The Little Kentucky Elk seeks authorization from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Offutt Nord Burchett, PLLC as Attorney for Debtor and Debtor-in-Possession. The Debtor requires ONB to: a. provide the Debtor legal advice with respect to its powers and duties as debtor-in-possession and in the operation of its business and management of its property; b. represent the Debtor in defence of any proceeding instituted to reclaim property or to obtain relief from the automatic stay under Sec. 362(a) of the Bankruptcy Code; c. prepare any necessary applications, answers, orders, reports and other legal papers and appear on the Debtor's behalf in proceedings instituted by or against the Debtor; d. assist the Debtor with the sale of their assets under Section 363 of the Bankruptcy Code; e. assist the Debtor in preparation of schedules, statements of financial affairs, and any amendments thereto which the Debtor may be required to file in this case; f. assist the Debtor in the preparation of a plan and a disclosure statement; g. assist the Debtor with other legal matters, including, among others, securities, corporate, real estate, tax, intellectual property, employee relations, general litigation, and bankruptcy legal work; h. perform all of the legal services for the Debtor which may be necessary or desirable herein. ONB will be paid at these hourly rates: Stephen S. Burchett $275 S. Taylor Hood $225 Melanie Kerstetter $135 Other attorneys and paralegals will render services to the Debtor as needed. $275 for Partners and Of Counsel; $225 for Associates; and $135 for Legal Assistants/Paralegals. ONB will also be reimbursed for reasonable out-of-pocket expenses incurred. S. Taylor Hood, partner of Offutt Nord Burchett, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. ONB may be reached at: S. Taylor Hood, Esq. Offutt Nord Burchett, PLLC 949 Third Avenue, Suite 300 Huntington, WV 25701 Telephone: (304)529-2868 Facsimile: (304)529-2999 E-mail: sthood@onblaw.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 CATS: Can Finance E&O Insurance Premium with IPFS Corp. ------------------------------------------------------------- The Honorable Julia W. Brand authorized Lucky Cats, Inc., pursuant to 11 U.S.C. Sec. 365(a), to assume a prepetition errors and omissions insurance policy and, pursuant to 11 U.S.C. Sec. 364, enter into a premium finance agreement with IPFS Corporation. Lucky Cats, Inc., doing business as Keller Williams Realty 200 and Keller Williams Realty Marina/Los Angeles, filed a chapter 11 petition (Bankr. C.D. Cal. Case No. 16-13325) on Mar. 16, 2016, and is represented by Steven R Fox, Esq., in Encino, Calif. At the time of the filing, Lucky Cats estimated its assets and liabilities at less than $1 million. M SPACE HOLDINGS: Seeks to Pay $211K to 9 Non-Insider Employees --------------------------------------------------------------- M Space Holdings, LLC, seeks authority from the U.S.Bankruptcy Court for the District of Utah to implement a key employee retention plan for non-insider employees. The Motion provides that, "The Debtor has determined, in the exercise of its reasonable business judgment, that it is necessary and appropriate to implement a key employee retention plan (the "KERP")... for nine (9) non-insider employees... who have valuable and, in some instances, irreplaceable institutional knowledge of the Debtor's businesses, systems, commercial relationships, and operations and who are integral to maintaining operational stability and driving cash flow... The Debtor has reviewed the KERP with their secured lender, PNC Bank, National Association ("PNC"), as agent for itself and HSBC Bank USA, National Association ("HSBC"), and the Secured Parties have indicated their consent to the approval and implementation of the KERP." The nine Key Employees will be eligible to receive payments totaling approximately $211,000 in the aggregate. The specific amounts which the individuals will be eligible to receive are fixed as: Associate General Counsel $40,000 Manager Administration/Human Resources $16,000 Assistant Controller $20,000 Senior Staff Accountant $27,000 Project Manager $20,000 North Dakota Leasing Manager $5,000 Remarketing Manager $6,000 Controller $33,000 Vice President Over Operations $44,000 -------- TOTAL $211,000 The payments will be paid upon the earliest to occur of (a) the employee’s proposed termination date, as contemplated by the Approved Budget, (b) the sale of substantially all of the Debtor’s assets, (c) a restructuring of the Debtor’s current capital structure; (iv) confirmation of a Chapter 11 plan of reorganization or liquidation, (d) conversion of the Chapter 11 case to Chapter 7 case or dismissal of the Chapter 11 case, or (e) Employee is terminated without Cause. Proposed Attorneys for the Debtor: Mona L. Burton, Esq. Sherilyn A. Olsen, Esq. Ellen E. Ostrow, Esq. HOLLAND & HART LLP 222 S. Main Street, Suite 2200 Salt Lake City, UT 84101 Telephone: (801) 799-5800 Fax: (801) 799-5700 Email: solsen@hollandhart.com mburton@hollandhart.com eeostrow@hollandhart.com About M Space Holdings M Space Holdings, LLC, is a provider of turnkey complex modular space solutions. The Debtor sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Utah (Salt Lake City) (Case No. 16-24384) on May 19, 2016. The petition was signed by Jeffrey Deutschendorf, chief executive officer and president. The case is assigned to Judge Joel T. Marker. The Debtor's asset Liquidator is Gordon Brothers Commercial & Industrial, LLC. The Debtor estimated both assets and liabilities in the range of $50 million to $100 million. MANUFACTURERS ASSOCIATES: Secures Interim Cash Collateral Order --------------------------------------------------------------- The Honorable Julie A. Manning placed her stamp of approval on an interim order authorizing Manufacturers Associates, Inc., to use cash collateral securing repayment of an obligation to Nuvo Bank and Trust Company through July 1, 2016. The Bank is granted replacement postpetition liens, subject to a carve-out for payment of statutory fees, and will receive monthly $3,750 adequate protection payments. Judge Manning's order prohibits the Debtor from making any payment on any loans from insiders or officers. For the period from May 28 through July 1, 2016, the Debtor estimates $122,000 in cash receipts and cash disbursements (including the adequate protection payment to Nuvo) of just over $121,000. A hearing on continued use of cash collateral will be held on June 29, 2016, at 9:00 a.m., in New Haven, Conn. Manufacturers Associates, Inc., based in West Haven, Conn., filed a chapter 11 petition (Bankr. D. Conn. Case No. 15-31832) on Nov. 2, 2015, and is represented by Peter L. Ressler, Esq., at Groob Ressler & Mulqueen, P.C., in New Haven, Conn. At the time of the filing, the Debtor estimated its assets at less than $50,000 and its liabilities at more than $1 million. MARIA'S MONT BLANC: Hires Amodeo as Auctioneer ---------------------------------------------- Maria's Mont Blanc Restaurant Corp., seeks authorization from the U.S. Bankruptcy Court for the Southern District of New Jersey to employ Michael Amodeo & Co. Inc., as Auctioneer. The Debtor is a New York Corporation that has operated a restaurant and bar as Maria's Mont Blanc Restaurant at 313 &315 West 48th Street, New York, NY 10036. The Debtor filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code on March 28, 2016. On May 18, 2016, the Court entered an order modifying the automatic stay provision of the Bankruptcy Code to permit the Debtor's landlord to serve and execute warrants of eviction to remove the Debtor form possession of the premises. The Debtor ceased to doing business on May 31, 2016, and voluntary vacated. Counsel for the Debtor's landlord is aware of these developments and has been admonished to make sure that the landlord does not remove any property of the estate. The Debtor has personal property at the Premises including, certain kitchen equipment, furniture and food and beverages. The Debtor believes that its personal property may have value and can be sold for the benefit of this estate and its creditors. In this regard, the Debtor believes that the retention of an auctioneer would be in the best interest of the estate to sell the Debtor's property in an action sale. Amodeo shall be paid commissions consistent with the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure and the Local Rule for the United States Bankruptcy Court for the Southern District of New York. The commissions shall be paid after the filing of an application with the Court which applications shall be on notice to the creditors and the office to the United State Trustee. Michael Amodeo, president of Michael Amodeo & Co. Inc., 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. Amodeo can be reached at: Michael Amodeo Michael Amodeo & Co. Inc. 111 East 14th Street, Suite 207 New York, NY 10003 Tel: 212-473-6830 917-776-1080 E-mail: mamodeoauctions@gmail.com Maria's Mont Blanc Restaurant filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-10742) on March 28, 2016. MCK MILLENIUM: Court Signs 2nd Interim Cash Collateral Order ------------------------------------------------------------ The Honorable Jack B. Schmetterer approved a second agreed interim cash collateral order giving MCK Millennium Centre Retail LLC another month's access to cash collateral securing the Debtor's obligations to MLMT 2005-MKB2 Millennium Centre Retail LLC. Judge Schmetterer has scheduled a plan status hearing for July 5, 2016, at 10:30 a.m. to review the sale process the Debtor has begun. MCK Millennium Centre Realty, LLC, filed for chapter 11 protection (Bankr. N.D. Ill. Case No. 16-06369) on Feb. 25, 2016, and disclosed $16.2 million in assets and $9.50 million in liabilities as of the Petition Date. The Debtor is represented by Jonathan D. Golding, Esq., and Richard N. Golding, Esq., at The Golding Law Offices, P.C. The Debtor hired Kraft Law Office as its special real estate counsel. Lender MLMT 2005 MKB2 Millennium Centre Retail LLC is represented by Leslie A. Bayles, Esq., and Donald A. Cole, Esq., at Bryan Cave LLP. MEDNAX'S INC: Moody's Retains Ba2 Rating on Cardon Acquisition -------------------------------------------------------------- Moody's Investors Service commented on MEDNAX's, Inc.'s (Ba2 stable) agreement to purchase Cardon Outreach, LLC for $400 million. The planned acquisition, which MEDNAX expects to close by the end of the third quarter, is modestly credit negative as Moody's expects it to slightly increase the company's financial leverage. Cardon is a national provider of revenue cycle management services. The company serves more than 800 hospitals and other healthcare facilities. Based in Sunrise, FL, MEDNAX, Inc. is a leading provider of physician staffing in neonatal, pediatric, and anesthesiology services to hospitals across 35 states and Puerto Rico. The company also provides teleradiology services in all 50 states through a network of more than 350 affiliated radiologists. MEDOMICS LLC: PCO Satisfied; Doesn't See Need for Further Visits ---------------------------------------------------------------- Constance Doyle, as Patient Care Ombudsman for MEDomics, LLC, has filed a First Interim Report for the month of May 2016. The Debtor's facility consists of a small reception area, three offices, a conference room and three laboratory areas. The PCO finds that all services provided to patients is well within the standard of care. The PCO does not feel the need for further visits unless there is an issue and will remain as PCO to follow up as needed or requested by the Bankruptcy Court. About MEDomics, LLC Azusa, Calif.-based MEDomics, LLC, provides genetic testing services. MEDomics, LLC, filed a Chapter 11 bankruptcy petition (Bankr. C.D. Calif. Case No. 16-14355) on Apr. 5, 2016. The petitions were signed by Steve Sommer as Managing Member. The Debtors estimated asets in the range of $500,000 to $1 million and estimated liabilities in the range of $1 million to $10 million. The Debtors have hired Illyssa I. Fogel & Associates as counsel. Judge Neil W. Bason has been assigned the cases. MERRY UNWIN KAASTAD: Disclosure Statement Has Final Approval ------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Texas approved, on a final basis, the disclosure statement explaining Merry Unwin Kaastad's first amended liquidating plan. Merry Unwin Kaastad (Bankr. N.D. Tex. Case No. 15-42352) filed a Chapter 11 Petition on June 11, 2015. MICHAEL A. BOOHER: July 21 Plan Confirmation Pretrial Conference ---------------------------------------------------------------- Judge Jimmy L. Croom of the U.S. Bankruptcy Court for the Western District of Tennessee approved the disclosure statement explaining Michael A. Booher and Patricia C. Booher's plan. July 12 is fixed as the last day for filing written objections to the plan, and for filing written acceptances or rejections of the plan, for filing applications seeking interim or final compensation for services rendered and reimbursement of expenses, and for filing motions or requests pursuant to Section 506(b) and (c) of the Bankruptcy Code. A Pretrial Conference on confirmation of the plan is set for July 21, 2016, at 9:30 a.m. The hearing may be continued from time to time upon oral announcement in open court without further written notice. The bankruptcy case is Michael A. Booher and Patricia C. Booher, Debtors, Case No. 15-10775 (Bankr. W.D. Tenn. MOUSSIE PROCESSING: Hires Offutt Nord Burchett as Attorneys ----------------------------------------------------------- Moussie Processing, LLC, seeks authorization from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Offutt Nord Burchett, PLLC as attorney for the Debtor and Debtor-in-Possession. The Debtor requires ONB to: a. provide the Debtor legal advice with respect to its powers and duties as debtor-in-possession and in the operation of its business and management of its property; b. represent the Debtor in defence of any proceeding instituted to reclaim property or to obtain relief from the automatic stay under 362(a) of the Bankruptcy Code; c. prepare any necessary applications, answers, orders, reports and other legal papers and appear on the Debtor’s behalf in proceedings instituted by or against the Debtor; d. assist the Debtor with the sale of their assets under Section 363 of the Bankruptcy Code; e. assist the Debtor in preparation of schedules, statements of financial affairs, and any amendments thereto which the Debtor may be required to file in this case; f. assist the Debtor in the preparation of a plan and a disclosure statement; g. assist the Debtor with other legal matters, including, among others, securities, corporate, real estate, tax, intellectual property, employee relations, general litigation, and bankruptcy legal work; h. perform all of the legal services for the Debtor which may be necessary or desirable herein. ONB will be paid at these hourly rates: Stephen S. Burchett $275 S. Taylor Hood $225 Melanie Kerstetter $135 Other attorneys and paralegals will render services to the Debtor as needed. They will be paid at these hourly rates: $275 for Partners and Of Counsel; $225 for Associates; and $135 for Legal Assistants/Paralegals. ONB will also be reimbursed for reasonable out-of-pocket expenses incurred. S. Taylor Hood, partner of Offutt Nord Burchett, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. ONB may be reached at: S. Taylor Hood, Esq. Offutt Nord Burchett, PLLC 949 Third Avenue, Suite 300 Huntington, WV 25701 Telephone: (304)529-2868 Facsimile: (304)529-2999 E-mail: sthood@onblaw.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. NEWBURY COMMON: 100 Prospect Can Use Cash Collateral Up To Aug. 15 ------------------------------------------------------------------ Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware authorized debtors Century Plaza Investor Associates, LLC and Seaboard Residential LLC ("100 Prospect Debtors") to use the Cash Collateral of Citizens Bank, N.A., f/k/a RBS Citizens, N.A. "Among other things, the relief granted herein will minimize disruption to the 100 Prospect Debtors' business and permit the 100 Prospect Debtors to preserve and maintain their going concern value. The terms of the 100 Prospect Debtors' use of Cash Collateral and proposed adequate protection arrangements... are fair and reasonable under the circumstances, and reflect the Debtors' exercise of prudent business judgement consistent with their fiduciary duties," Judge Silverstein held. The 100 Prospect Debtors are authorized to use Cash Collateral until the earlier of August 15, 2016, or the occurrence of a Termination Event, for actual expenses for the 100 Prospect Property. The 100 Prospect Property refers to real property commonly known as 100 Prospect Street, located in the City of Stamford, County of Fairfield and State of Connecticut. As part of the adequate protection granted by the Court to Citizens Bank, the Debtors were directed to obtain the entry by the Court of a Sale Procedures Order on or before April 29, 2016, approving commercially reasonable procedures for the sale of the 100 Prospect Property, which procedures shall provide for: (a) an auction of the 100 Prospect Property by no later than June 20, 2016; (b) approval by the Court of the sale of the 100 Prospect Property by no later than June 29, 2016; (c) the closing of such sale no later than July 29, 2016; and (d) payment in full of the secured obligations out of the proceeds of such sale no later than Aug. 15, 2016. A full-text copy of the Final Order, dated April 29, 2016, is available at https://is.gd/eG4gYH About Newbury Common Associates Newbury Common Associates, LLC, et al., comprise a corporate enterprise that owns a diverse portfolio of high quality, distinctive commercial, hospitality and residential properties with an aggregate of approximately 800,000 square feet located primarily in Stamford, Connecticut. On Dec. 13, 2015, Newbury Common Associates, LLC, and 13 affiliates each commenced a voluntary case (Bankr. D. Del. Lead Case No. 15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14, Tag Forest LLC commenced a Chapter 11 case (collectively, "Original Debtors"). On Feb. 3, 2016, Newbury Common Member Associates, LLC and 8 affiliates commenced a voluntary case under chapter 11 of the Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue Associates, LLC filed a Chapter 11 petition (collectively "Additional Debtors"). Seaboard Realty, LLC, its principals or entities it manages serve as the manager under the operating agreements for each of the Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L. Kelly, Jr. and 25% by William A. Merritt, Jr. The Original Debtors other than Seaboard Residential, LLC, Tag, and Newbury Common Associates, LLC, are holding companies whose assets are substantially comprised of the equity of the Property Owner Debtors. The Debtors' eight operating property are owned by the "Property Owner Debtors", namely Century Plaza Investor Associates, LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS Associates, LLC; Park Square West Associates, LLC; Clocktower Close Associates, LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue Associates, LLC; 220 Elm Street I, LLC; 300 Main Street Associates, LLC; and Seaboard Residential, LLC. The Original Debtors' chapter 11 cases are being jointly administered pursuant to an order entered Dec. 18, 2015. The Debtors later won approval of a supplemental motion seeking joint administration of the Additional Debtors' Chapter 11 cases with the cases of the Original Debtors for procedural purposes only. As of Jan. 7, 2016, the Debtors had incurred purported aggregate funded secured indebtedness of approximately $177.2 million in principal, including approximately $150.4 million of property-level secured debt and approximately $26.8 million of purported and allegedly unauthorized mezzanine debt. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Dechert LLP as attorneys, and Donlin Recano as claims and noticing agent. NEWBURY COMMON: 300 Main Street Cash Collateral Use Approved ------------------------------------------------------------ Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware authorized debtor 300 Main Street Associates, LLC to use the Cash Collateral of U.S. Bank, N.A. Judge Silverstein acknowledged that the Debtor has an immediate need to use the Cash Collateral related to the 300 Main Property to, among other things, preserve and maintain the going concern value of the Debtor, absent which immediate and irreparable harm will result to the Debtor, its estate, and its creditors. He further acknowledged that the preservation and maintenance of the Debtor's assets and business is necessary to maximize value. The Debtor is authorized to use Cash Collateral until August 15, 2016, for actual expenses for the 300 Main Property, as well as for the payment of the Debtor's restructuring expenses up to $125,000. As part of the adequate protection granted to U.S. Bank, N.A., Judge Silverstein directed the Debtor to obtain approval by the Court on or before April 29, 2016 of commercially reasonable procedures for the sale of the 300 Main Property, which procedures will provide for the approval by the Court of an auction sale of the 300 Main Property no later than July 29, 2016, for the closing of such sale no later than August 15, 2016, and for the payment in full of the Allowed Lender Claim no later than August 30, 2016. A full-text copy of the Final Order, dated April 29, 2016, is available at https://is.gd/328jUd About Newbury Common Associates Newbury Common Associates, LLC, et al., comprise a corporate enterprise that owns a diverse portfolio of high quality, distinctive commercial, hospitality and residential properties with an aggregate of approximately 800,000 square feet located primarily in Stamford, Connecticut. On Dec. 13, 2015, Newbury Common Associates, LLC, and 13 affiliates each commenced a voluntary case (Bankr. D. Del. Lead Case No. 15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14, Tag Forest LLC commenced a Chapter 11 case (collectively, "Original Debtors"). On Feb. 3, 2016, Newbury Common Member Associates, LLC and 8 affiliates commenced a voluntary case under chapter 11 of the Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue Associates, LLC filed a Chapter 11 petition (collectively "Additional Debtors"). Seaboard Realty, LLC, its principals or entities it manages serve as the manager under the operating agreements for each of the Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L. Kelly, Jr. and 25% by William A. Merritt, Jr. The Original Debtors other than Seaboard Residential, LLC, Tag, and Newbury Common Associates, LLC, are holding companies whose assets are substantially comprised of the equity of the Property Owner Debtors. The Debtors' eight operating property are owned by the "Property Owner Debtors", namely Century Plaza Investor Associates, LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS Associates, LLC; Park Square West Associates, LLC; Clocktower Close Associates, LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue Associates, LLC; 220 Elm Street I, LLC; 300 Main Street Associates, LLC; and Seaboard Residential, LLC. The Original Debtors' chapter 11 cases are being jointly administered pursuant to an order entered Dec. 18, 2015. The Debtors later won approval of a supplemental motion seeking joint administration of the Additional Debtors' Chapter 11 cases with the cases of the Original Debtors for procedural purposes only. As of Jan. 7, 2016, the Debtors had incurred purported aggregate funded secured indebtedness of approximately $177.2 million in principal, including approximately $150.4 million of property-level secured debt and approximately $26.8 million of purported and allegedly unauthorized mezzanine debt. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Dechert LLP as attorneys, and Donlin Recano as claims and noticing agent. NEWBURY COMMON: 88 Hamilton Can Use Cash Collateral Until Aug. 15 ----------------------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware authorized debtor 88 Hamilton Avenue Associates, LLC, to use the cash collateral of Wilmington Trust, N.A. Judge Silverstein authorized 88 Hamilton to use Cash Collateral according to the Budget, including the payment of $300,000 for restructuring expenses, until the earlier of August 15, 2016, or the occurrence of a Termination Event. Judge Silverstein granted Wilmington Trust adequate protection as follows: (1) The Sales Procedures Order will not be amended or modified without the consent of Wilmington Trust; (2) Subject to the reservations and limitations set forth in the Order with respect to Cedar Hill, to the extent of diminution in the value of Wilmington Trust's interest in the Collateral, including its interest in the Cash Collateral, Wilmington Trust is granted replacement security interests and lines on all postpetition property of 88 Hamilton's bankruptcy estate; and (3) Wilmington Trust shall have a superpriority administrative expense claim under section 507(b) of the Bankruptcy Code to the extent of any diminution of the Cash Collateral from the Petition Date, among others. "88 Hamilton has an immediate need to use Cash Collateral related to the 88 Hamilton Property... to, among other things, preserve and maintain the going concern value of 88 Hamilton, absent which immediate and irreparable harm will result to the Debtors, their estates and their creditors. The preservation and maintenance of 88 Hamilton's assets and business is necessary to maximize value. Absent 88 Hamilton's ability to use Cash Collateral, 88 Hamilton would not have sufficient available sources of working capital or financing and would be unable to pay its operating expenses or maintain its assets, to the severe detriment of its estates, creditors and member," Judge Silverstein acknowledged. A full-text copy of the Final Order, dated May 19, 2016, is available at https://is.gd/lXCuLR About Newbury Common Associates Newbury Common Associates, LLC, et al., comprise a corporate enterprise that owns a diverse portfolio of high quality, distinctive commercial, hospitality and residential properties with an aggregate of approximately 800,000 square feet located primarily in Stamford, Connecticut. On Dec. 13, 2015, Newbury Common Associates, LLC, and 13 affiliates each commenced a voluntary case (Bankr. D. Del. Lead Case No. 15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14, Tag Forest LLC commenced a Chapter 11 case (collectively, "Original Debtors"). On Feb. 3, 2016, Newbury Common Member Associates, LLC and 8 affiliates commenced a voluntary case under chapter 11 of the Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue Associates, LLC filed a Chapter 11 petition (collectively "Additional Debtors"). Seaboard Realty, LLC, its principals or entities it manages serve as the manager under the operating agreements for each of the Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L. Kelly, Jr. and 25% by William A. Merritt, Jr. The Original Debtors other than Seaboard Residential, LLC, Tag, and Newbury Common Associates, LLC, are holding companies whose assets are substantially comprised of the equity of the Property Owner Debtors. The Debtors' eight operating property are owned by the "Property Owner Debtors", namely Century Plaza Investor Associates, LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS Associates, LLC; Park Square West Associates, LLC; Clocktower Close Associates, LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue Associates, LLC; 220 Elm Street I, LLC; 300 Main Street Associates, LLC; and Seaboard Residential, LLC. The Original Debtors' chapter 11 cases are being jointly administered pursuant to an order entered Dec. 18, 2015. The Debtors later won approval of a supplemental motion seeking joint administration of the Additional Debtors' Chapter 11 cases with the cases of the Original Debtors for procedural purposes only. As of Jan. 7, 2016, the Debtors had incurred purported aggregate funded secured indebtedness of approximately $177.2 million in principal, including approximately $150.4 million of property-level secured debt and approximately $26.8 million of purported and allegedly unauthorized mezzanine debt. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Dechert LLP as attorneys, and Donlin Recano as claims and noticing agent. NEWBURY COMMON: Clocktower Close Allowed to Use Cash Collateral --------------------------------------------------------------- Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware authorized debtor Clocktower Close Associates, LLC, to use First County Bank's cash collateral. "The relief provided pursuant to this Order is necessary, essential, and appropriate for the continued operation of the Debtor's business and the management and preservation of the Debtor's assets and the property of its estate... The Debtor has demonstrated good and sufficient cause for the relief granted," Judge Silverstein acknowledged. Judge Silverstein authorized the Debtor to use cash collateral through Aug. 15, 2016, and directed the Debtor to make all payments of operating expenses in a timely fashion. The Debtor was authorized to use Cash Collateral for actual expenses for the Clocktower Property, as well as for the payment of the Debtor's restructuring expenses up to a total of $20,000. The Clocktower Property refers to real property commonly known as ClockTower Close, located at 25 Grand Street, Norwalk, Connecticut. Judge Silverstein directed the Debtor to obtain approval by the Court on or before April 29, 2016 of commercially reasonable procedures for the sale of the Clocktower Property, which procedures shall provide for the approval by the Court of an auction sale of the Clocktower Property no later than July 29, 2016, for the closing of such sale no later than August 15, 2016, and for the payment in full of the Secured Obligations no later than August 30, 2016. A full-text copy of the Final Order, dated April 29, 2016, is available at https://is.gd/eztb6X About Newbury Common Associates Newbury Common Associates, LLC, et al., comprise a corporate enterprise that owns a diverse portfolio of high quality, distinctive commercial, hospitality and residential properties with an aggregate of approximately 800,000 square feet located primarily in Stamford, Connecticut. On Dec. 13, 2015, Newbury Common Associates, LLC, and 13 affiliates each commenced a voluntary case (Bankr. D. Del. Lead Case No. 15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14, Tag Forest LLC commenced a Chapter 11 case (collectively, "Original Debtors"). On Feb. 3, 2016, Newbury Common Member Associates, LLC and 8 affiliates commenced a voluntary case under chapter 11 of the Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue Associates, LLC filed a Chapter 11 petition (collectively "Additional Debtors"). Seaboard Realty, LLC, its principals or entities it manages serve as the manager under the operating agreements for each of the Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L. Kelly, Jr. and 25% by William A. Merritt, Jr. The Original Debtors other than Seaboard Residential, LLC, Tag, and Newbury Common Associates, LLC, are holding companies whose assets are substantially comprised of the equity of the Property Owner Debtors. The Debtors' eight operating property are owned by the "Property Owner Debtors", namely Century Plaza Investor Associates, LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS Associates, LLC; Park Square West Associates, LLC; Clocktower Close Associates, LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue Associates, LLC; 220 Elm Street I, LLC; 300 Main Street Associates, LLC; and Seaboard Residential, LLC. The Original Debtors' chapter 11 cases are being jointly administered pursuant to an order entered Dec. 18, 2015. The Debtors later won approval of a supplemental motion seeking joint administration of the Additional Debtors' Chapter 11 cases with the cases of the Original Debtors for procedural purposes only. As of Jan. 7, 2016, the Debtors had incurred purported aggregate funded secured indebtedness of approximately $177.2 million in principal, including approximately $150.4 million of property-level secured debt and approximately $26.8 million of purported and allegedly unauthorized mezzanine debt. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Dechert LLP as attorneys, and Donlin Recano as claims and noticing agent. NEWBURY COMMON: Seeks $20-Mil. DIP Financing From Webster Bank -------------------------------------------------------------- Seaboard Hotel Associates, LLC, Seaboard Realty, LLC and Seaboard Hotel Member Associates, LLC, ask the U.S. Bankruptcy Court for authorization to obtain postpetition financing from Webster Bank, National Association. The Seaboard Debtors relate that they seek to accomplish the postpetition financing through an amendment to the prepetition Commercial Loan Agreement for the Courtyard Marriott Property. The Amendment, which provides for the consensual use of cash collateral and additional debtor in possession financing, contains, among others, the following relevant terms: (1) DIP Credit Parties: * Borrower: Seaboard Hotel Associates, LLC * Indemnitors: Seaboard Realty, LLC and Seaboard Hotel Member Associates, LLC * DIP Lender: Webster Bank, National Association (2) Total Borrowing Under Facility: $20,048,765 (3) Fees: Commitment Fee in the amount of $112,759 (4) Borrowing Limits/Advances Under Amendment: The Amendment provides for an increase in availability under the Commercial Loan Agreement in the form of Advances in a maximum aggregate amount of $2,605,000. (5) Interest Rate and Default Interest Rate: Until April 30, 2016, the outstanding principal balance of this Note will bear interest, payable monthly in arrears, at an adjustable rate equal to 325 basis points above the LIBOR rate. Such adjustments will become effective on the commencement of each Interest Rate Period. The Default Interest Rate is the Interest Rate plus 5%. (6) Maturity Date: The Maturity Date is amended to extend through Dec. 1, 2016. The Seaboard Debtors tell the Court that as part of their agreement, Webster Bank has agreed to withdraw its Motion to Dismiss and has agreed to provide funds necessary to administer the cases, fund the sale process, and pay certain vendors critical to the operation of the Courtyard Marriott Property. The Seaboard Debtors further tell the Court that Webster Bank has agreed to extend the maturity date of the Commercial Loan Agreement, which, absent the Amendment, would have expired on May 1, 2016. "The terms of the Amendment and the proposed Order were negotiated in good faith and at arm's-length between the Seaboard Debtors and Webster Bank, resulting in agreements designed to permit the Seaboard Debtors to obtain the needed liquidity to maximize the value of the Courtyard Marriott Property," the Seaboard Debtors aver. Seaboard Hotel Associates, LLC, and its affiliated debtors are represented by: Robert S. Brady, Esq. Joel A. Waite, Esq. Sean T. Greecher, Esq. Maris J. Kandestin, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP 1000 North King Street Wilmington, DE 19801 Telephone: (302)571-6600 Facsimile: (302)571-1253 E-mail: rbrady@ycst.com jwaite@ycst.com sgreecher@ycst.com mkandestin@ycst.com About Newbury Common Associates Newbury Common Associates, LLC, et al., comprise a corporate enterprise that owns a diverse portfolio of high quality, distinctive commercial, hospitality and residential properties with an aggregate of approximately 800,000 square feet located primarily in Stamford, Connecticut. On Dec. 13, 2015, Newbury Common Associates, LLC, and 13 affiliates each commenced a voluntary case (Bankr. D. Del. Lead Case No. 15-12507) under chapter 11 of the Bankruptcy Code, and on Dec. 14, Tag Forest LLC commenced a Chapter 11 case (collectively, "Original Debtors"). On Feb. 3, 2016, Newbury Common Member Associates, LLC and 8 affiliates commenced a voluntary case under chapter 11 of the Bankruptcy Code; and then on Feb. 4, 88 Hamilton Avenue Associates, LLC filed a Chapter 11 petition (collectively "Additional Debtors"). Seaboard Realty, LLC, its principals or entities it manages serve as the manager under the operating agreements for each of the Debtors and is owned 50% by John J. DiMenna, Jr., 25% by Thomas L. Kelly, Jr. and 25% by William A. Merritt, Jr. The Original Debtors other than Seaboard Residential, LLC, Tag, and Newbury Common Associates, LLC, are holding companies whose assets are substantially comprised of the equity of the Property Owner Debtors. The Debtors' eight operating property are owned by the "Property Owner Debtors", namely Century Plaza Investor Associates, LLC; Seaboard Hotel Associates, LLC; Seaboard Hotel LTS Associates, LLC; Park Square West Associates, LLC; Clocktower Close Associates, LLC; One Atlantic Investor Associates, LLC; 88 Hamilton Avenue Associates, LLC; 220 Elm Street I, LLC; 300 Main Street Associates, LLC; and Seaboard Residential, LLC. The Original Debtors' chapter 11 cases are being jointly administered pursuant to an order entered Dec. 18, 2015. The Debtors later won approval of a supplemental motion seeking joint administration of the Additional Debtors' Chapter 11 cases with the cases of the Original Debtors for procedural purposes only. As of Jan. 7, 2016, the Debtors had incurred purported aggregate funded secured indebtedness of approximately $177.2 million in principal, including approximately $150.4 million of property-level secured debt and approximately $26.8 million of purported and allegedly unauthorized mezzanine debt. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Dechert LLP as attorneys, and Donlin Recano as claims and noticing agent. NORANDA ALUMINUM: Oracle Submits Objection to Downstream Sale ------------------------------------------------------------- Oracle America, Inc., submitted to the U.S. Bankruptcy Court for the Eastern District of Missouri, Southeastern Division, its Limited Objection and Reservation of Rights with regard to Noranda Aluminum, Inc., et al.'s motion seeking approval of the sale of the Debtors' Downstream business. "By the Sale Motion, the Debtors seek Bankruptcy Court authority to, among other things, assume and assign certain executory contracts between the Debtors and Oracle. In connection with the Sale Motion, the Debtors filed a Notice of Potential Assumption and Assignment of Certain Executory Contracts and Unexpired Leases and Proposed Cure Amounts... Oracle needs clarification and further information, thereby necessitating the filing of this Rights Reservation... The targeted Oracle agreements are, or pertain to, licenses of intellectual property which are not assignable absent Oracle's consent, pursuant to both the underlying license agreements and applicable law. Further, the contracts, as identified in the Assumption Notice, are not adequately described, and Oracle has one or more active contracts not identified in the Assumption Notice. Finally, the Sale Motion does not provide Oracle with sufficient information either to determine whether the purchaser/assignee is capable of performing under the terms of the contracts the Debtors seek to assume and assign, or to ascertain whether the assignee is an Oracle competitor... Accordingly, Oracle requests that the Court deny the Sale Motion to the extent it seeks authority for the Debtors to assume and assign any Oracle agreements in the absence of Oracle's prior consent," Oracle contends. Oracle America, Inc., is represented by: Cherie Macdonald, Esq. GREENSFELDER, HEMKER & GALE, PC 12 Wolf Creek Dr., Suite 100 Swansea, IL 62226 Telephone: (618)257-7308 E-mail: ckm@greensfelder.com - and - Shawn M. Christianson, Esq. BUCHALTER NEMER P.C. 55 Second Street, Suite 1700 San Francisco, CA 94105-2126 Telephone: (415)227-0900 Facsimile: (415)227-0770 E-mail: schristianson@buchalter.com - and - Deborah Miller, Esq. Michael Czulada, Esq. ORACLE AMERICA, INC. 500 Oracle Parkway Redwood City, CA 94065 Telephone: (650)506-5200 Facsimile: (650)506-7114 E-mail: deborah.miller@oracle.com About Noranda Aluminum Noranda Aluminum, Inc., and 10 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Proposed Lead Case No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale W. Boyles, the chief financial officer. Judge Barry S. Schermer is assigned to the cases. The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT Partners, LP as investment banker, Alvarez & Marsal North America, LLC as restructuring advisors and Prime Clerk LLC as claims, solicitation and balloting agent. The Debtors estimated both assets and liabilities in the range of $1 billion to $10 billion. As of the Petition Date, the Debtors had approximately $529.6 million in outstanding principal amount of secured indebtedness, consisting of a revolving credit facility and a term loan facility. The Debtors had approximately 1,857 employees as of the Petition Date. OCONEE REGIONAL: S&P Lowers Rating on 1998 Revenue Debt to 'D' -------------------------------------------------------------- S&P Global Ratings lowered its long-term rating on Baldwin County Hospital Authority, Ga.'s series 1998 revenue debt issued for Oconee Regional Medical Center (ORMC) to 'D' from 'CC'. The downgrade follows ORMC's missed June 1 debt service payment to bondholders. According to a June 2, 2016, Electronic Municipal Market Access filing, ORMC is pursing working capital financing to obtain funds for this payment. The hospital expects the financing will be in place by the end of this month. A gross revenue pledge of ORMC secures the bonds. In addition to the medical center, Oconee Regional Health System Inc. controls several other affiliates. The hospital accounts for approximately 88% of the system's revenue and 94% of its assets. As of Sept. 30, 2015, about $22.6 million of the 1998 bonds was outstanding. OUTER HARBOR: Time to Remove Actions Extended to Aug. 1, 2016 ------------------------------------------------------------- U.S. Bankruptcy Judge Laurie Selber Silverstein has extended the deadline within which Outer Harbor Terminal, LLC, may file notices of removal of any and all civil actions is extended to and including Aug. 1, 2016. About Outer Harbor Terminal Outer Harbor Terminal, LLC -- aka Ports America Outer Terminal, LLC, PAOH, and PAOHT -- is an Oakland, California-based port operator. It is a joint venture between Ports America and Terminal Investment Ltd. Outer Harbor is winding down operations. Ports America is leaving Oakland to concentrate its investments in other terminals that the company operates in Tacoma, Los Angeles-Long Beach, New York-New Jersey and Baltimore. Oakland, California-based port operator Outer Harbor Terminal, LLC filed for Chapter 11 protection (Bankr. D. Del. Case No. 16-10283) on Feb. 1, 2016. The petition was signed by Heather Stack, chief financial officer. The Hon. Laurie Selber Silverstein is the case judge. The Debtor scheduled $103 million in assets and $370 million in debt. Milbank, Tweed, Hadley & Mccloy LLP is the Debtor's general counsel. Mark D. Collins, Esq., at Richards, Layton & Finger, P.A. serves as its Delaware counsel. Prime Clerk LLC is the claims and noticing agent. PACIFIC SUNWEAR: Objects to Class Claim and Estimation Motions -------------------------------------------------------------- Pacific Sunwear of California, Inc. and its affiliated debtors submitted to the U.S. Bankruptcy Court for the District of Delaware their oppositions to the motions of the Class and PAGA Claimants seeking leave to file class proof of claim and for the estimation and allowance of their claims. The Motions were filed by Tamaree Beeney and Charles Pfeiffer, who style themselves as the "Class and PAGA Claimants." The Debtors tell the Court that Ms. Beeney was employed as an associate manager and later as an assistant manager at a PacSun store in Carlsbad, California, from May 2007 through May 2010. They further tell the Court that Mr. Pfeiffer was a brand representative/sales team member and later a lead sales representative at a PacSun Store in Corona, California, from November 2006 through May 2010. The Debtors relate that Ms. Beeney and Mr. Pfeiffer are plaintiffs in two wage-and-hour actions pending in California state court. "With their Motion, Beeney and Pfeiffer ask the Court to grant them permission 'to file a class proof of claim, or class proofs of claim'... As the imprecision regarding whether they want to file one or multiple proofs of claim suggests, the Motion is studiously vague on what exactly is being requested. There are no proposed proofs of claim appended to the Motion, and the proposed form of order merely provides that 'the Class and PAGA Claimants are authorized to file the Class Proof of Claim'... The reason for this hedging is clear: neither Beeney nor Pfeiffer has worked at a PacSun store at any point in the last six years... and thus neither has standing to represent a class of wage-and-hour claimants with priority claims (which must have arisen on or after October 10, 2015, the 180th day before the petition date..) or administrative claims (which must have arisen on or after the April 7, 2016 petition date)... Further, an action under the unique statute under which Pfeiffer is proceeding (PAGA) is not a class action at all, and thus cannot be the basis for the “class proof of claim" at issue in the Motion," the Debtors aver. The Debtors argue that the Estimation Motion is entirely derivative of the Motion of the Class and PAGA Claimants for Leave to File Class Proof of Claim. "The proper disposition of the Estimation Motion is outright denial for failure to establish entitlement to the relief sought. Any other disposition effectively rewards Beeney and Pfeiffer for filing a deficient pleading, with no proposed claim and no supporting evidence, designed only to draw a response from the Debtors that Beeney and Pfeiffer likely expect will include a proposed estimation figure... Beeney and Pfeiffer must specify the relief they are seeking from the Court and must demonstrate good cause for such relief. The Debtors and all interested parties can then evaluate the relief being requested and the evidentiary showing accompanying that request and frame their responses accordingly. Beeney and Pfeiffer would then have an opportunity to file a reply in further support of their motion, and the Court would rule on the matter in the ordinary course. But that is not how Beeney and Pfeiffer chose to proceed, and the Estimation Motion is properly denied as a result," the Debtors contend. The Motions of the Class and PAGA Claimants are scheduled for hearing on June 8, 2016 at 10:00 a.m. Pacific Sunwear of California, Inc., et al., are represented by: Michael R. Nestor, Esq. Joseph M. Barry, Esq. Maris Kandestin, Esq. Shane M. Reil, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302)571-6600 Facsimile: (302)571-1253 E-mail: mnestor@ycst.com jbarry@ycst.com mkandestin@ycst.com sreil@ycst.com - and - Michael L. Tuchin, Esq. David M. Stern, Esq. Jonathan M. Weiss, Esq. KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 Avenue of the Stars, 39th Floor Los Angeles, CA 90067 Telephone: (310)407-4000 Facsimile: (310)407-9090 E-mail: mtuchin@ktbslaw.com dstern@ktbslaw.com jweiss@ktbslaw.com About Pacific Sunwear of California Founded in 1982 in Newport Beach, California, as a surf shop, Pacific Sunwear of California, Inc., operates in the teen and young adult retail sector, selling men's and womens apparel, accessories, and footwear. The Company went public in 1993 (NASDAQ: PSUN), and peaked with 965 stores in 2006. At present, the Company has approximately 593 retail locations nationwide under the names "Pacific Sunwear" and "PacSun," which stores are principally in mall locations. The Company has 2,000 full-time workers. Through its ecommerce business, the Company operates an e-commerce site at http://www.pacsun.com/ On April 7, 2016, Pacific Sunwear of California, Inc., and two affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. The cases are jointly administered under Case No. 16-10882 and are pending before the Honorable Laurie Selber Silverstein. The Debtors sought Chapter 11 protection with a Chapter 11 plan that would convert debt into equity. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc., as financial advisor; Guggenheim Securities, LLC, as investment banker; and Prime Clerk LLC as claims and noticing agent. PALMAZ SCIENTIFIC: Proposes to Sell Assets for At Least $22.6M -------------------------------------------------------------- Palmaz Scientific Inc., Advanced Bio Prosthetic Surfaces, Ltd., ABPS Management, LLC, and ABPS Venture One, Ltd., filed a motion asking the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, to approve an auction sale and bid protections for the sale of substantially all of the Debtors' assets. The sale to a purchaser of the Identified Assets and the assumption of the executory contracts is for a purchase price of at least $22,600,000 and on an "as is, where is basis." Vactonix Scientific, Inc., the initial bidder identified in the Bid Agreement, has invested substantial time and effort negotiating the material terms of the Initial Bid Agreement with the Debtors. The Debtors submit that the proposed breakup fee payable to Vactonix in the event pursue a sale to another party will not hamper or deter the competitive bidding process. In November 2015, Palmaz Scientific issued a Confidential Private Placement memorandum in an effort to raise additional operational and research funds, but such fundraising did not raise sufficient funds. Its fundraising ability and business operations have been seriously disrupted over the past 18 months and litigation brought against the company in Dallas, TX. Palmaz Scientific has brought counterclaims in that litigation, which assert that the plaintiffs have spread false and disparaging information about the company. Additionally, the counterclaims assert that false information was intentionally disseminated to current investors, potential partners, the press and even federal government authorities -- resulting in substantial damages -- essentially crippling Palmaz Scientific's ability to maintain its going operations. In its counterclaims, the company asserts the defamation irreparably harmed it and caused it millions of dollars in damages. In light of its inability to raise additional capital, and the additional burden of pending litigation, Palmaz Scientific concluded that it should seek to sell all or substantially all of its assets in connection with a case under Chapter 11. The Debtors have moved expeditiously to initiate and implement a process to identify and communicate with parties who might be interested in acquiring the Identified Assets. In connection with such efforts, the Debtors employed Gerbsman Partners to assist with the marketing of the Identified Assets. In the course of that sale process, several parties have expressed interest in purchasing the Identified Assets of under 11 U.S.C. Section 363. Due to a number of factors, including the importance of eliminating continuing uncertainty which might harm the Identified Assets, the Debtors believe that any purchaser of the Identified Assets will likely want to close a transaction expeditiously and in no event later than June 30, 2016. The Debtors expect to receive bids for the purchase of the Identified Assets by the proposed June 8, 2016 bid deadline. The Debtors will identify the highest and best offer and such highest and best offer will be subject to overbid at the auction. Any entity who wishes to make an offer to acquire the Identified Assets is invited to conduct due diligence, at their own expense, prior to the Sale Hearing. All bidders will be given an equal and fair opportunity to gather information which they feel is necessary to formulate a bid for the acquisition of the Identified Assets. When making a bid, such third party bidders shall utilize the form of asset purchase agreement. Approval of a sale transaction will help Debtors' ability to seek approval of a plan of reorganization and distribute the sale proceeds in accordance with the priorities delineated in the Bankruptcy Code. About Palmaz Scientific Headquartered in San Antonio, Texas, Palmaz Scientific is a research and development company dedicated to the advancement of the technology and science of medical implants. Palmaz Scientific Inc., Advanced Bio Prosthetic Surfaces, Ltd., ABPS Management, LLC and ABPS Venture One, Ltd., filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Case Nos. 16-50552, 16-50555, 16-50556 and 16-50554, respectively) on March 4, 2016. The petitions were signed by Eugene Sprague as director. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. The Debtors have engaged Norton Rose Fulbright US LLP as counsel, Groff & Rothe as accountants and Upshot Services LLC as noticing agent. The cases are assigned to Judge Craig A. Gargotta. PARADIGM EAST: Seeks to Hire Wasserman as Legal Counsel ------------------------------------------------------- Paradigm East Hanover, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Wasserman, Jurista & Stolz PC as its legal counsel. The firm will represent the Debtor in all matters concerning its Chapter 11 proceeding. Wasserman has received an initial retainer of $25,000. The firm's professionals and their hourly rates are: Robert B. Wasserman Partner $550 Steven Z. Jurista Partner $550 Daniel M. Stolz Partner $550 Stuart M. Brown Of Counsel $500 Kenneth L. Moskowitz Of Counsel $500 Norman D. Kallen Of Counsel $500 Keith Marlowe Of Counsel $500 Leonard C. Walczyk Partner $425 Scott S. Rever Associate $400 Donald W. Clarke Associate $350 Pamela Bellina Paralegal $175 Lorrie L. Denson Paralegal $175 Legal Assistants $125 Steven Jurista, a partner at Wasserman, disclosed in a court filing that the firm is "disinterested" under section 101(14) of the Bankruptcy Code. Wasserman can be reached through: Steven Z. Jurista, Esq. Wasserman, Jurista & Stolz PC 110 Allen Road, Suite 304 Basking Ridge, NJ 07920 Tel: (973) 467-2700 Fax: (973) 467-8126 About Paradigm East Hanover Paradigm East Hanover, LLC sought protection under Chapter 11 of the Bankruptcy Code in the District of New Jersey (Newark) (Case No. 16-21245) on June 9, 2016. The petition was signed by David Kushner, managing member of manager. The Debtor disclosed total assets of $10.7 million and total debts of $3.49 million. PARAGON OFFSHORE: Paul Weiss, Young Conaway Represent Noteholders ----------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the ad hoc group of noteholders in the Chapter 11 cases of Paragon Offshore Plc, et al., filed with the U.S. Bankruptcy Court for the District of Delaware a supplemental verified statement stating that they hired Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young Conaway Stargatt & Taylor, LLP. The certain unaffiliated holders of (i) the 6.75% Senior Notes due 2022 and (ii) the 7.25% Senior Notes due 2024, issued by Paragon Offshore plc under that certain indenture dated as of July 18, 2014, by and among Paragon Offshore plc, the subsidiary guarantors, Deutsche Bank Trust Company Americas, as trustee, and Deutsche Bank Luxembourg S.A., as paying agent and transfer agent, said in the statement that in September 2015, certain members of the Ad Hoc Group of Noteholders retained Paul Weiss to represent them in connection with potential restructuring discussions involving the Debtors. From time to time, certain additional holders of Senior Notes Claims have joined the Ad Hoc Group of Noteholders. In February 2016, the Ad Hoc Group of Noteholder retained Young Conaway as its Delaware counsel. On March 29, 2016, Paul Weiss and Young Conaway filed the Verified Statement of the Ad Hoc Group of Noteholders Pursuant to Bankruptcy Rule 2019. Since they filed the original statement, the composition and the disclosable economic interests in the Debtors held, advised, or managed by certain members of the Ad Hoc Group of Noteholders have changed. Therefore, in accordance with Bankruptcy Rule 2019, Paul Weiss and Young Conaway submitted the Supplemental Statement to update and supplement the Original Statement. As of June 13, 2016, Paul Weiss and Young Conaway represent only the Ad Hoc Group of Noteholders and do not represent or purport to represent any other entities with respect to the Debtors' Chapter 11 cases. In addition, each member of the Ad Hoc Group of Noteholders does not purport to act, represent or speak on behalf of any other entities in connection with the Debtors' Chapter 11 cases. The members of the Ad Hoc Group of Noteholders hold disclosable economic interests, or act as investment advisors or managers to funds and accounts or their respective subsidiaries that hold disclosable economic interests in relation to the Debtors. In accordance with Bankruptcy Rule 2019, and based upon information provided to Paul Weiss and Young Conaway by each member of the Ad Hoc Group of Noteholders, the members and the amount of each disclosable economic interest of each present member of the Ad Hoc Group of Noteholders include: a. AllianceBernstein L.P. 1345 Avenue of the Americas New York, NY 10105 6.75% Senior Notes Claims: $39,038,000 7.25% Senior Notes Claims: $85,545,000 b. Arosa Capital Management LP 120 West 45th Street, Suite 3700 New York, NY 10036 6.75% Senior Notes Claims: $42,732,000 7.25% Senior Notes Claims: $94,867,000 c. Loomis, Sayles & Company, L.P. One Financial Center Boston, MA 02111 6.75% Senior Notes Claims: $93,538,000 7.25% Senior Notes Claims: $152,276,000 d. P. Schoenfeld Asset Management LP 1350 Avenue of the Americas, 21st Floor New York, NY 10019 6.75% Senior Notes Claims: $43,006,000 7.25% Senior Notes Claims: $30,875,000 The Counsel can be reached at: YOUNG CONAWAY STARGATT & TAYLOR, LLP Pauline K. Morgan, Esq. Maris J. Kandestin, Esq. Elizabeth S. Justison, Esq. 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: pmorgan@ycst.com mkandestin@ycst.com ejustison@ycst.com and PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP Andrew N. Rosenberg, Esq. Elizabeth R. McColm, Esq. Oksana Lashko, Esq. Jeanne L. John, Esq. 1285 Avenue of the Americas New York, New York 10019 Tel: (212) 373-3000 Fax: (212) 757-3990 E-mail: arosenberg@paulweiss.com emccolm@paulweiss.com olashko@paulweiss.com jjohn@paulweiss.com About Paragon Offshore Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon's operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters (four drillships and two semisubmersibles). Paragon's primary business is contracting its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon's principal executive offices are located in Houston, Texas. Paragon is a public limited company registered in England and Wales and its ordinary shares have been trading on the over-the-counter markets under the trading symbol "PGNPF" since December 18, 2015. Paragon Offshore Plc, et al., filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. PATSCO LP: Plan Proposes to Pay Claims in Full from Sale Proceeds ----------------------------------------------------------------- PATSCO, L.P., filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a small business Chapter 11 plan and accompanying disclosure statement proposing to pay creditors in full by a sale of the Debtor's real property. The Debtor does not have any unsecured creditors. The secured claims filed against the Debtor are: Creditor Claim Amount -------- ------------ NexTier Bank $175,499 Allegheny County $27,966 Borough and School District of West Mifflin $129,654 Allegheny County $13,690 A full-text copy of the Disclosure Statement is available at http://bankrupt.com/misc/pawb15-24405-50.pdf PATSCO, L.P. filed a Chapter 11 Petition (Bankr. W.D. Penn. Case No. 15-24405) on December 2, 2015. The Debtor owns properties located at Streets Run Road, West Mifflin, and West Run Road, HomesteadThe Debtor is represented by Francis E. Corbett, Esq. -- fcorbett@fcorbettlaw.com -- in Pittsburg, Pennsylvania. PBF ENERGY: Egan-Jones Cuts Sr. Unsecured Ratings to BB- -------------------------------------------------------- Egan-Jones Ratings Company lowered the senior unsecured ratings on debt issued by PBF Energy Inc. to BB- on May 17, 2016. PBF Energy is a petroleum refiner and supplier of unbranded transportation fuels, heating oils, lubricants, petrochemical feedstocks, and other petroleum products founded in 2008 with headquarters in Parsippany, New Jersey. PEAK WEB: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Peak Web LLC dba Peak Hosting 19363 Willamette Dr. Mailbox 498 West Linn, OR 97068 Case No.: 16-32311 Chapter 11 Petition Date: June 13, 2016 Court: United States Bankruptcy Court District of Oregon Judge: Hon. Peter C McKittrick Debtor's Counsel: Timothy J Conway, Esq. TONKON TORP LLP 888 SW 5th Ave #1600 Portland, OR 97204 Tel: (503) 802-2027 E-mail: tim.conway@tonkon.com timothy.conway@tonkon.com - and - Ava L Schoen, Esq. 888 SW 5th Ave #1600 Portland, OR 97204 Tel: (503) 802-2143 E-mail: ava.schoen@tonkon.com Debtor's Consultant: CASCADE CAPITAL GROUP, LLC Debtor's Special Purpose Counsel: SUSMAN GODFREY LLP Estimated Assets: $100 million to $500 million Estimated Debts: $50 million to $100 million The petition was signed by Jeffrey E. Papen, CEO. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ CoreSite, L.P. Lease Termination $1,225,000 1001 17th Street, Suite 500 Denver, CO 80202 Debbie Hice Tel: 303-405-1008 debbie.hice@CoreSite.com Zynga Inc Promissory Note $598,122 315 Montgomery Street San Francisco, CA 94104 Meredith Lobel-Angel Tel: 415-445-4201 mobelangel@zynga.com InterXion Lease Termination $469,617 Datacenters B.V. Cessnalaan 50 1119 NL Schiphol-Rijk PO Box 75812 Netherlands Sebastian Holtslag Tel: 31-20-880-7600 sebastianh@interxion.com Themesoft, Inc Services $457,932 13601 Preston Rd, Ste W860 Dallas, TX 75240 Natalia Martinez Tel: 972-474-8787 natalia@themesoft.com Gregory M. Rodriguez Separation $375,995 2 Kinghurst Agreement San Antonio, TX 78248 Tel: 210-286-0832 senorgreg3658@gmail.com Zayo Group, LLC Internet $190,815 billing@zayo.com Service Provider Data Sales Co., Inc. Equipment Lease $100,000 aseurer@datasales.com Lightower Internet Service $66,540 scallahan@lightower.com Provider Mainz Brady Group Staffing Services $64,560 maria@mbg.com Hewlett-Packard Equipment Lease $58,000 Financial Services Co. arthur.gass@hp.com CISCO Systems Capital Corp. Equipment Lease $47,000 lkimble@cisco.com 8X8 INC Services $44,915 Stefan.falcon@8x8.com American Express Credit Card $43,715 Dell Marketing, L.P. Supplies $42,602 ghulam_hussain@dell.com Citi Credit Cards Credit Card $36,104 alerts@citibank.com Giglinx Inc. Internet $35,923 accounting@giglinx.com Service Provider Dasher Technologies, Inc. Supplies $34,306 michael.cook@dasher.com Axis Capital, Inc. Equipment $33,904 cindye@quailcap.com Lease Dell Financial Services Equipment $30,000 susan_burleson@dell.com Lease St. Paul Fire & Litigation Unknown Marine Insurance jparker@schwabe.com PENNGOOD LLC: Taps Katrina Vaughan as Accountant ------------------------------------------------ Penngood LLC seeks approval from the U.S. Bankruptcy Court for the District of Columbia to hire Katrina Vaughan as its accountant. The Debtor proposes to hire an accountant to give advice regarding tax matters and review its books and records. The normal billing rate of Ms. Vaughan, a certified public accountant, is $100 per hour. Ms. Vaughan neither holds nor represents any interest adverse to that of the Debtor, according to court filings. The Debtor can be reached through its counsel: Richard G. Hall, Esq. 7369 McWhorter Place, Suite 412 Alexandria, VA 22003 Tel: (703) 256-7159 About Penngood LLC Headquartered in Washington, DC, Penngood LLC dba Penn Good and Associates LLP derives its income primarily from government contracts, or from work done for companies who are themselves working on government contracts and has several promising opportunities to acquire new accounts and to expand its business in this area. It filed for Chapter 11 bankruptcy protection (Bankr. D.C. Case No. 16-00051) on Feb. 15, 2016, listing $1.85 million in total assets and $4.42 million in total liabilities. The petition was signed by Clyde H. Penn Jr., owner. Richard G. Hall, Esq., at Richard G. Hall serves as the Debtor's counsel. POLLYANNA PROPERTIES: Hires Simon Hayes Resnik as General Counsel ----------------------------------------------------------------- Pollyanna Properties, LLC seeks permission from the U.S. Bankruptcy Court for the Central District of California to employ M. Jonathan Hayes and Matthew D. Resnik of Simon Resnik Hayes LLC as its general counsel The Debtor requires Mr. Hayes and Mr. Resnik with the assistance of SRH to: a. advice and assist regarding compliance with the requirements of the United States Trustee; b. advice regarding matter of bankruptcy law, including the rights and remedies of the Debtor in regard to its assets and with respect to the claims of creditors; c. advice regarding cash collateral matters with respect to the Debtor's real property; d. conduct examinations of witness, claimants or adverse parties and to prepare and assist in the preparation of reports, accounts and pleadings; e. advice concerning the requirements of the Bankruptcy Code and applicable rules; f. assist with the negotiation, formulation, confirmation and implementation of a Chapter 11 plan; and g. make any appearances in the Bankruptcy Court on behalf of the Debtor and to take such other action and to perform such other services as the Debtor may require. SRH will render services to the Debtor at its regular hourly rates, which are subject to adjustment form time to time and SRH understands that its compensation in this case is subject to approval of this court SRH received a retainer of $5,000 prior to filing the Chapter 11 petition. Additional $15,000 will be paid upon approval of this Application by the Court. M. Jonathan Hayes and Matthew D. Resnik, Partner of Simon Resnik Hayes 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. SRH may be reached at: M. Jonathan Hayes, Esq. Matthew D. Resnik, Esq. Roksana D. Moradi, Esq. Simon Resnik Hayes LLC 15233 Ventura Blvd., Suite 250 Sherman Oaks, CA 91403 Phone: (818)783-6251 Fax: (818)827-4919 E-mail: jhayes@SRHLawFirm.com matthew@SRHLawFirm.com Roksana@SRHLawFirm.com Pollyanna Properties LLC, based in Calabasas, California, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-11430) on May 11, 2016. The Hon. Maureen Tighe presides over the case. Matthew D Resnik, Esq., at SIMON RESNIK HAYES LLP, serves as counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Douglas James Reed, managing member. PREFERRED CONCRETE: Cuts Cash Collateral Deal with IRS ------------------------------------------------------ Preferred Concrete & Excavating, Inc., asks the Bankruptcy Court in Rockford, Ill., for permission to use cash collateral encumbered by federal tax liens to pay operating expenses. The government is owed about $181,000. The Debtor has agreed to keep current with taxes, remit $3,350 to the IRS each month, and grant replacement liens. The Debtor's motion papers suggest the government has agreed to this proposal. Preferred Concrete & Excavating, Inc., is a union concrete contractor engaged in concrete in construction in Northern Illinois and surrounding areas for the past 14 years. The Debtor has approximately 10 employees. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 16-81114) on May 4, 2016. O. Allan Fridman, Esq., in Northbrook, Ill., serves as the Debtor's bankruptcy counsel. At the time of the filing the Debtor estimated its assets and liabilities at less than $1 million. PREMIER EXHIBITIONS: Files Voluntary Ch.11 Bankruptcy Petition -------------------------------------------------------------- Premier Exhibitions, Inc. on June 14, 2016, disclosed that it has filed a voluntary petition for reorganization relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Middle District of Florida in Jacksonville, Florida. The company plans to continue operating the business without interruption as management focuses on developing and executing a comprehensive corporate restructuring plan. In conjunction with the filing, Premier is seeking customary authority from the Bankruptcy Court that will enable it to continue operating its business and serving its customers in the ordinary course. The requested approvals include requests for the authority to make wage and salary payments and continue various benefits for employees as well as honor tickets purchased by customers and its existing agreements with museum partners. Premier recently announced that it was taking certain actions to address the company's financial condition and deteriorating liquidity position. Despite aggressive efforts to manage these issues, the burden of the Company's lease in New York City and other legacy business issues remain obstacles to the Company's ability to conduct business. Faced with these obstacles and upcoming lease payments due, the company has determined that it would be in the best interest of its stakeholders to file for reorganization relief under Chapter 11. Operating under the protection of Chapter 11 will provide the company's most important vendors with assurances that they will be paid. Further, the company intends to create a restructuring plan that should allow Premier to emerge as a stronger business. Further, as part of its restructuring efforts, the company will continue to assess the productivity of all assets, review additional cost-cutting initiatives and explore strategic alternatives to maximize the value of the business. About Premier Exhibitions, Inc. Located in Atlanta, GA Premier Exhibitions, Inc. (otcqb:PRXI) -- http://www.prxi.com/-- is a major provider of museum quality exhibitions throughout the world and claims to be a recognized leader in developing and displaying unique exhibitions for education and entertainment. PVH CORP: Moody's Assigns Ba2 Rating on New EUR350MM Sr. Notes -------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to PVH Corp.'s proposed EUR350 million 8-year senior unsecured notes. Net proceeds from the new notes will be used for general corporate purposes. The rating assigned to the proposed notes are subject to receipt and review of final documentation. All other ratings were affirmed, including the Corporate Family Rating at Ba1, Probability of Default Rating at Ba1-PD, secured credit facilities and notes at Baa3, unsecured notes at Ba2, and Speculative Grade Liquidity rating at SGL-1. The ratings outlook remains stable. "The transaction will modestly increase the company's leverage, but also provide a natural currency hedge for its European based businesses," stated Moody's analyst, Mike Zuccaro. "PVH continues to perform well in the face of strong currency headwinds, led by strong growth in Calvin Klein and Tommy Hilfiger, particularly in international markets. The company continues to maintain a balanced financial policy and generate strong free cash flow which it will use, in conjunction with balance sheet cash, to fund growth, reduce debt and repurchase shares in the coming year." This rating was assigned: -- EUR350 million 8-year senior unsecured notes at Ba2 (LGD 6) These ratings were affirmed and LGD assessments updated: -- Corporate Family Rating at Ba1 -- Probability of Default Rating at Ba1-PD -- Senior secured revolving credit facilities at Baa3 (LGD 2) from (LGD3) -- Senior secured term loan A at Baa3 (LGD 2) from (LGD3) -- Senior secured debentures due 2023 at Baa3 (LGD 2) from (LGD3) -- Senior unsecured bonds due 2022 at Ba2 (LGD 6) from (LGD5) -- Speculative Grade Liquidity rating at SGL-1 The ratings outlook is stable. RATINGS RATIONALE PVH's Ba1 CFR reflects the company's strong market position and ownership of two multibillion dollar lifestyle fashion brands with global presence and broad lifestyle appeal - Tommy Hilfiger and Calvin Klein. The rating reflects the company's consistent performance as evidenced by continued strong operating margins in the face of currency fluctuations. The company's heritage businesses in the men's sportswear, swimwear, and intimate apparel categories are in mature categories however they are cash generative with strong and consistent returns on capital. The rating reflects the company's moderate debt burden with Moody's pro forma debt/EBITDA of around 3.8 times, and Moody's expectation that leverage will improve through earnings growth and debt reduction over the next twelve months. Ratings are constrained by the company's aggressive financial policies which include meaningful debt financed acquisitions. The stable rating outlook reflects Moody's view that the company will improve leverage to the mid-3 times range over the next 12-18 months. Absent additional acquisition activity, Moody's expects the company will increasingly use its strong free cash flow to repurchase shares, and that it will acquire licensed product categories and territories over time. Despite negative pressure due to currency headwinds, Moody's expects the company to maintain positive constant-currency sales growth for its portfolio of brands as a whole while maintaining its high operating margins. Ratings could be upgraded if the company continues to reduce absolute debt levels and demonstrates continued stability in operating performance. Quantitatively ratings could be upgraded if debt/EBITDA was expected to be below 3.0 times and interest coverage exceeded 4.5 times. The company would also need to meaningfully reduce its reliance on secured debt for an upgrade into investment grade. Ratings could be downgraded if the company's financial policies were to become more aggressive or operating performance began to falter. Quantitatively, ratings could be lowered if debt/EBITDA was sustained above 3.75 times. Headquartered in New York, NY, PVH Corp. is one of the world's largest apparel companies, with owned brands such as Calvin Klein, Tommy Hilfiger, Van Heusen, IZOD, ARROW, Warner's, Olga and Speedo, which is licensed for North America and the Caribbean in perpetuity from Speedo International, Ltd. PVH markets a variety of goods under these and other nationally and internationally known owned and licensed brands. Revenues for the twelve months ended May 1, 2016 exceeded $8.0 billion. The principal methodology used in these ratings was Global Apparel Companies published in May 2013. QEP RESOURCES: Egan-Jones Cuts FC Sr. Unsec. Rating to B -------------------------------------------------------- Egan-Jones Ratings Company lowered the foreign currency senior unsecured rating on debt issued by QEP Resources Inc. to B from BB- on May 17, 2016. EJR also lowered the foreign currency commercial paper rating on the Company to B from A3. QEP Resources, Inc. (QEP) is a holding company with two subsidiaries, QEP Energy Company and QEP Marketing Company, which are engaged in two primary lines of business: oil and gas exploration and production (QEP Energy), and oil and gas marketing, operation of a gas gathering system and an underground gas storage facility, and corporate activities (QEP Marketing and Other). QUIRKY INC: Seeks Approval of Global Settlement with GE ------------------------------------------------------- Quirky, Inc., and its affiliates Wink, Inc., and Undercurrent Acquisition, LLC, filed a joint motion asking the U.S. Bankruptcy Court to approve a global settlement with General Electric Company and its affiliates. The Debtors' schedules of assets and liabilities reflect that Quirky, Inc., is indebted to GE in an amount not less than $23,463,499. The Official Committee of Unsecured Creditors has disputed the validity of some of the GE Claims, including whether the Note Claims should be subject to recharacterization. In the interest of avoiding further costly and time-consuming litigation related to the sale of the Co-Branded Inventory or disputes related to the GE Claims, the Debtors and GE conducted arms' length negotiations that culminated in a global settlement memorialized in a stipulation. The salient terms of the Settlement are: (a) Settlement Amount. On or within five business days of the Stipulation Effective Date, GE will, in full and final satisfaction, resolution, and settlement of all claims that could be asserted by the Debtors against GE, make a one-time payment of $10,000 to the Debtors. (b) Disallowance of Claims. On the Stipulation Effective Date, the GE's claims will be deemed disallowed and expunged from the claims register, and GE will not be permitted any other or additional claim in these cases or against the Debtors or their successors, provided, however, and notwithstanding the releases provided in the Settlement, GE retains the right to assert any claims it has by way of defense or offset to any claims that may be asserted by those not parties to the Settlement. (c) Co-Branded Inventory. On or before the Stipulation Effective Date, the Debtors will assemble and prepare the Co-Branded Inventory for physical removal from the warehouses in which it is located, the cost of which will be paid by GE. At all times, the Debtors will cooperate with GE in the removal of the Co-Branded Inventory and will provide reasonable access to GE to all warehouses in which the Co-Branded inventory is located. GE will have the right to sell or dispose of the Co-Branded Inventory in any manner it so chooses, in its sole and absolute discretion, without incurring any obligations to the Debtors for the payment of any additional consideration, including, but not limited to, any royalties and/or profit sharing amounts. (d) Mutual Release. The parties will exchange mutual releases. The Debtors have also asked the Court to schedule a hearing on the Motion on June 27, 2016 at 10:00 a.m., and that any responses to the Motion are required to be submitted on June 20. Counsel for the Debtors and Debtors-in-Possession: Jeffrey L. Cohen Michael A. Klein Richelle Kalnit COOLEY LLP 1114 Avenue of the Americas New York, New York 10036 Telephone: 212-479-6000 Email: jcohen@cooley.com mklein@cooley.com rkalnit@cooley.com Counsel to GE: Harvey A. Strickon, Esq. PAUL HASTINGS LLP 75 East 55th Street New York, NY 10022 Telephone: (212) 318-6380 Email: harveystrickon@paulhastings.com Counsel to Creditors' Committee: Melanie L. Cyganowski, Esq. OTTERBOURG P.C. 230 Park Avenue New York, NY 10169 Telephone: (212) 661-9100 Email: mcyganowski@otterbourg.com About Quirky, Inc. Headquartered in New York City, Quirky designs and develops various products ranging from electronics, home and garden, kitchen and organization and sells those products through big box retailers like Target and Home Depot and online through its Web site. The Company sold over 150 different products and a total of 4 million units, generating over $50 million in revenue from its retail and consulting businesses in 2014. Quirky, Inc., Wink, Inc. and Undercurrent Acquisition, LLC filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 15-12596) on Sept. 22, 2015, with a deal to sell their assets related to the Wink business line as a going concern to Flextronics International USA Inc., for $15 million, absent higher and better offers. The petitions were signed by Charles Kwalwasser, the chief administrative officer. Judge Martin Glenn is assigned to the jointly administered cases. Quirky estimated assets in the range of $10 million to $50 million and liabilities of at least $50 million. The Debtors have engaged Cooley LLP as counsel, Klestadt Winters Jureller Southard & Stevens LLP as conflicts counsel, Centerview Partners LLC as investment bankers, FTI Consulting, Inc., as financial advisors, Rust Consulting/Omni Bankruptcy as claims and noticing agent and Hilco IP Services LLC dba Hilco Streambank as intellectual property disposition consultant to Quirky, Inc. The U.S. Trustee for Region 2 appointed five members to an Official Committee of Unsecured Creditors. The Committee retained Otterbourg P.C. REYNOLDS GROUP: Moody's Assigns B1 Rating on Proposed Notes ----------------------------------------------------------- Moody's Investors Service assigned a B1 rating to the proposed $2,100 Senior Secured Notes, comprising a mix of Senior Secured Floating Rate notes due 2021 and Senior Secured Notes due 20231 and a Caa2 rating to the proposed $800 million Senior Unsecured Notes due June 2024 of Reynolds Group Issuer Inc., a subsidiary of Reynolds Group Holdings Limited. The company's B3 corporate family rating, B3-PD probability of default rating and other instrument ratings of Reynolds Group Holdings Limited and its subsidiaries were affirmed. The rating outlook is positive. The proceeds from the new notes, along with $879 million of cash from the balance sheet and a $140 million draw on the securitization facility, will be used to refinance approximately $2,900 million of debt and pay down $882 million of debt as well as pay fees and expenses related to the transaction. Moody's took these actions: Reynolds Group Holdings Limited -- Affirmed B3 corporate family rating -- Affirmed B3-PD probability of default rating -- Assigned SGL-3 Speculative Grade Liquidity Rating Reynolds Group Holdings Inc. -- Affirmed all senior secured facilities, B1, to (LGD3) from (LGD2) Beverage Packaging Holdings (Lux) II S.A., (Co-Issued by Beverage Packaging Hldgs II Issuer Inc. (USA)) -- Affirmed all senior unsecured notes, Caa2 (LGD5) -- Affirmed senior subordinated notes, Caa2 (LGD6) (to be withdrawn at close of transaction) Reynolds Group Issuer Inc. (Co-Issued by Reynolds Group Issuer LLC, Reynolds Group Issuer (Luxembourg) S.A.) -- Affirmed all senior secured notes, B1 (LGD3) -- Affirmed Unsecured Bonds due 2018, Caa2 (LGD5) (to be withdrawn at close of transaction) -- Affirmed Sr Sec Notes due 2019, B1, to (LGD3) from (LGD2) (to be withdrawn at close of transaction) -- Affirmed Sr Unsecured Notes due 2019, Caa2 (LGD5) (to be withdrawn at close of transaction) -- Affirmed Sr Sec Notes due 2019, B1, to (LGD3) from (LGD2) (to be withdrawn at close of transaction) -- Affirmed Sr Unsecured Notes due 2019, Caa2 (LGD5) (to be withdrawn at close of transaction) -- Affirmed all senior unsecured notes, Caa2 (LGD5) -- Assigned senior secured notes, B1 (LGD3) -- Assigned senior unsecured notes, Caa2 (LGD5) Pactiv Corporation -- Affirmed all senior unsecured notes, Caa2 (LGD6) The outlook is positive. RATINGS RATIONALE The positive outlook reflects the projected benefits of the proposed debt pay down and an expectation that the company will significantly reduce debt further over the next 12 to 18 months while maintaining good liquidity. The proposed debt reduction is expected to significantly improve free cash flow in 2017 and all free cash flow is expected to be directed toward debt reduction. Additionally, Reynolds is expected to improve its operating results through various initiatives as well as maintain adequate backup liquidity to cover operations as well as current maturities. Proforma leverage is over 6.0 times so the company will need to execute on its operating and capital structure plans and maintain adequate liquidity in order to earn an upgrade. The B3 corporate family rating reflects RGHL's weak credit metrics, lengthy raw material cost pass-through provisions and the concentration of sales. The company has a complex capital and organizational structure and limited transparency into its various segments. RGHL operates in a fragmented and competitive industry and has a significant percentage of commodity products. The company is owned by a single individual-financier Graeme Hart. Strengths in the company's profile include its strong brands and market positions in certain segments, scale and high percentage of blue-chip customers. The company has strong brands and market positions and there are some switching costs for customers in certain segments. Scale, as measured by revenue, is significant and helps RGHL lower its raw material costs. The company also has high exposure to food and beverage packaging. RGHL also maintains adequate liquidity with a large cash balance on hand. The positive rating outlook reflects an expectation that the company will continue to improve its operating results and direct all free cash flow to debt reduction as well as maintain adequate backup liquidity to cover operations as well as current maturities. The ratings could be downgraded if there is deterioration in credit metrics, liquidity or the competitive and operating environment. The ratings could also be downgraded if the company pays out a dividend or undertakes any significant acquisition. Specifically, the ratings could be downgraded if debt to EBITDA remains above 6.0 times, EBITDA to interest expense declines below 1.9 times, and funds from operations to debt declines below 6.0%. The rating could be upgraded if RGHL sustainably improves its credit metrics within the context of a stable operating and competitive environment while maintaining adequate liquidity including ample cushion under financial covenants. Specifically, debt to EBITDA would need to approach 5.5 times, EBITDA to interest expense 3.0 times and funds from operations to debt 9.0%. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in September 2015. Reynolds Group Holdings Limited (RGHL) is a global manufacturer and supplier of food and beverage packaging, consumer storage products, closures, and paper products. The company manufactures consumer packaging products (Reynolds Consumer), closures for the beverage, dairy and food segment (CSI), foodservice packaging (Pactiv), fresh carton packaging and paper products (Evergreen), and custom rigid packaging for various consumer products (Graham). RGHL generated revenues of approximately US $11.0 billion for the 12 months ended March 31, 2016. RGHL is based in New Zealand and solely owned by financier Graeme Hart. ROADRUNNER ENTERPRISES: Selling Chesterfield Property for $61.6K ---------------------------------------------------------------- Roadrunner Enterprises, Inc., by counsel, asks the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division, for entry of an order approving the sale of its real property located at located at 21508 Jackson Street, S. Chesterfield, Virginia 23803 to Aleksandra Mirzaken for $61,600. The Debtor continues in the possession of its property and continues to operate and manage its businesses as a debtor-in-possession. Per the 2015 Tax Assessment, the Real Property was valued at $94,000. On or about May 25, 2010, the Debtor executed a Credit Line Deed of Trust, whereby the Debtor granted Bank of McKenney ("BOM"), a deed of trust on the real property, at for any and all obligations of the Debtor to BOM in the maximum principal amount of $101,250. On June 9, 2015, BOM filed its proof of claim, whereby BOM asserted that the payoff for this particular loan, as of the petition date was $92,662. BOM has not obtained relief from stay as to the real property. On May 17, 2016, the Debtor entered into a contract for the sale of the real property to Mirzaken. By the terms of the contract, the Debtor will also pay the parties' respective brokerage fees. Harris & Associates, Inc. represented the Debtor in this proposed sale. After payment of the foregoing closing costs from the sale proceeds, the Debtor will pay to BOM the remaining sales proceeds, which payment will be in full and final satisfaction of BOM's lien on the real property. After the payments, the Debtor does not anticipate there will be any remaining sales proceeds. After a comprehensive review and in the exercise of the Debtor's business judgment, the Debtor believes that the sale of the Real Property represents the Debtor's best opportunity under the circumstances to maximize the value of the Real Property at a minimal cost. Roadrunner Enterprises, Inc., is represented by: Robert S. Westermann, Esq. Rachel A. Greenleaf, Esq. HIRSCHLER FLEISCHER, P.C. The Edgeworth Building 2100 East Cary Street Post Office Box 500 Richmond, Virginia 23218-0500 Telephone: (804) 771-9500 Facsimile: (804) 644-0957 E-mail: rwestermann@hf-law.com rgreenleaf@hf-law.com About Roadrunner Enterprises Headquartered in Chesterfield County, Virginia, Roadrunner Enterprises Inc. owns the Roadrunner Campground and more than 70 rental properties, lots, and other real estate interests. Roadrunner Enterprises filed for Chapter 11 bankruptcy protection (Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015. The petition was signed by Carl Adenauer, president. David K. Spiro, Esq., at Hirschler Fleischer, P.C., serves as the Debtor's counsel. Judge Kevin R. Huennekens presides over the case. The Debtor estimated assets and liabilities of at least $10 million. ROADRUNNER ENTERPRISES: Selling Colonial Heights Property --------------------------------------------------------- Roadrunner Enterprises, Inc., by counsel, is asking the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division, to enter an order approving the sale of its real property located at 15518 Happy Hill Road, Colonial Heights, Virginia to Luis Fernandez for $18,000. The Debtor continues in the possession of its property and continues to operate and manage its businesses as a debtor-in-possession. Per the 2014 Tax Assessment, the real property was valued at $21,900. On or about Oct. 23, 2003, the Debtor executed a Credit Line Deed of Trust, whereby the Debtor granted Bank of McKenney ("BOM"), a deed of trust on the real property, at for any and all obligations of the Debtor to BOM in the maximum principal amount of $22,800.00. On June 9, 2015, BOM filed its proof of claim, whereby BOM asserted that the payoff for this particular loan, as of the petition date was $13,876. BOM has not obtained relief from stay as to the real property. On March 31, 2016, the Debtor entered into a contract for the sale of the real property to Fernandez. By the terms of the contract, the Debtor shall also pay the parties' respective brokerage fees. Tyler Realty Group represented the Debtor in this proposed sale. After payment of the foregoing closing costs from the sale proceeds, the Debtor shall pay to BOM sufficient proceeds to pay off the applicable loan secured by the real property, which payment shall be in full and final satisfaction of BOM's lien on the real property. After the payments contemplated, any remaining sales proceeds shall be unencumbered property of the Debtor's estate. After a comprehensive review and in the exercise of the Debtor's business judgment, the Debtor believes that the sale of the real property represents the Debtor's best opportunity under the circumstances to maximize the value of the real property at a minimal cost. Roadrunner Enterprises is represented by: Robert S. Westermann, Esq. Rachel A. Greenleaf, Esq. HIRSCHLER FLEISCHER, P.C. The Edgeworth Building 2100 East Cary Street Post Office Box 500 Richmond, Virginia 23218-0500 Telephone: (804) 771-9500 Facsimile: (804) 644-0957 E-mail: rwestermann@hf-law.com rgreenleaf@hf-law.com About Roadrunner Enterprises Headquartered in Chesterfield County, Virginia, Roadrunner Enterprises Inc. owns the Roadrunner Campground and more than 70 rental properties, lots, and other real estate interests. Roadrunner Enterprises filed for Chapter 11 bankruptcy protection (Bank. E.D. Va. Case No. 15-30604) on Feb. 6, 2015. The petition was signed by Carl Adenauer, president. David K. Spiro, Esq., at Hirschler Fleischer, P.C., serves as the Debtor's counsel. Judge Kevin R. Huennekens presides over the case. The Debtor estimated assets and liabilities of at least $10 million. ROMA'S STEAK: Hires Stan Hartdegen as Accountant ------------------------------------------------ Roma's Steak and Pizzeria, Inc., asks for permission from the U.S. Bankruptcy Court for the Northern District of Alabama to employ Stan Hartdegen as accountant. The Accountant will assist the Debtor with its financial record keeping, gather tax basis information needed for purposes of income tax preparation, and prepare any returns that are necessary. The Accountant may also be needed in analysis of other financial transactions. The Accountant assures the Court that he is a disinterested person with the meaning of 11 U.S.C. Section 101(13) and that he has no connections with any creditor or other party of interest, their respective attorneys and accountants, the bankruptcy administrator, or any person employed in the office of the bankruptcy administrator. The Accountant will be paid $25 per hour, plus mileage of .54 per mile for work performed under the contract. Stan Hartdegen P.O. Box 1034 Talladega, AL 35161 Tel: (256) 375-9321 About Roma's Steak Roma's Steak and Pizzeria, Inc., filed for Chapter 11 protection (Bankr. N.D. Ala. Case No. 16-40260) on February 17, 2016. The petition was signed by Zaharias J. Limberis, president. The Debtor estimated assets of $0 to $50,000 and estimated debts of $50,000 to $100,000. Harry P. Long, who has an office in Anniston, Alabama, is the Debtor's bankruptcy counsel. ROSA LEDEZMA: Aug. 23 Plan and Disclosure Statement Hearing ----------------------------------------------------------- Judge Rosemary Gambardella of the U.S. Bankruptcy Court for the District of New Jersey, Newark Vicinage, conditionally approved the disclosure statement explaining Rosa Ledezma's plan of reorganization and scheduled a joint hearing to determine the adequacy of the Disclosure Statement and to approve the Plan for August 23, 2016, at 11:00 a.m. Written objections to the adequacy of the Disclosure Statement and Plan must be filed no later than seven days before the August 23 hearing. The bankruptcy case is In the Matter of: ROSA LEDEZMA, Debtor-in-Possession, Case No. 14-27531 (RG)(Bankr. D.N.J.). RYCKMAN CREEK: Time to Remove Actions Extended to Aug. 30 --------------------------------------------------------- U.S. Bankruptcy Judge Kevin Carey has extended the time within which Ryckman Creek Resources, LLC, may file notices of removal until the later of (a) Aug. 30, 2016, for actions that have not been stayed, or (b) 30 days after the entry of an order terminating the automatic stay with respect to any particular action sought to be removed. About Ryckman Formed on Sept. 8, 2009, Ryckman Creek Resources, LLC, is engaged in the acquisition, development, marketing, and operation of a Natural gas storage facility known as the Ryckman Creek Facility. The Ryckman Creek Facility is a depleted crude oil and natural gas reservoir located in Uinta County, Wyoming. The Company began development of the reservoir into a natural gas storage facility in 2011. The Ryckman Creek Facility began commercial operations in late 2012 and received injections of customer gas and gas purchased by the Company. The Debtors have approximately 35 employees. Ryckman Creek Resources, LLC, Ryckman Creek Resources Holdings LLC, Peregrine Rocky Mountains LLC and Peregrine Midstream Partners LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10292 to 16-10295) on Feb. 2, 2016. The petitions were signed by Robert Foss as chief executive officer. Kevin J. Carey has been assigned the case. The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP as counsel, AP Services, LLC, as management provider, Evercore Group LLC as investment banker, and Kurtzman Carson Consultants LLC as claims and noticing agent. On April 11, 2016, Ryckman Creek Resources, LLC, disclosed total assets of more than $205 million and total debts of more than $391.2 million. S-3 PUMP: Selling 54 Pick-Up Trucks to Landers and Barker --------------------------------------------------------- S-3 Pump Service, Inc., asks the U.S. Bankruptcy Court for the Western District of Louisiana, Shreveport Division, to approve the sale of its 54 pickup trucks to Landers Dodge Chrysler Jeep Ram - Bossier City and Barker Auto Sales for its respective bid prices. The Debtor has used the vehicles in its business operations, and has determined that it does need them in the conduct of its future business operations. Therefore, the Debtor believes it is in the estate's best interest to sell or otherwise dispose of the vehicles. In order to determine the fair market value of the Vehicles, the Debtor determined that the Vehicles can be sold for the highest price, per Vehicle, if sold in bulk to wholesale purchasers. The Debtor solicited from two regional dealers of used automobiles, Landers and Barker, prices for the wholesale purchase of the Vehicles. The prices bid by Landers and Barker for the Vehicles are identified as Exhibit A, a copy of which is available at: http://bankrupt.com/misc/S-3_Pump_87_Sale_Exh.pdf The sale of the vehicles will be without warranty of title, either express or implied, but with full substitution and subrogation in and to the rights and actions of warranty which the Debtor has or may have against all preceding owners and vendors. By paying the purchase price, the buyer shall waive all claims for warranty, including warranty of title, even as to the return of all or part of the purchase price. The Debtor also asks to waive the fourteen-day stay of the effectiveness of the order approving the sale so that the parties can move swiftly upon Court approval to close these favorable transactions as soon as possible. S-3 Pump Service, Inc., is represented by: Robert W. Johnson BLANCHARD, WALKER, O'QUINN & ROBERTS PO Box 1126 (71163) 333 Texas Street #700 (71101) Shreveport, LA Telephone: (318) 221-6858 Facsimile: (318) 227-2967 About S-3 Pump Service, Inc. S-3 Pump Service, Inc., provider of high pressure pumping service, filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No. 16-10383) on March 4, 2016. Honorable Judge Jeffrey P. Norman is assigned to the case. The petition was signed by Malcolm H. Sneed, III, the president. The Debtor estimated assets and debt in the range of $10 million to $50 million. Blanchard, Walker, O'Quin & Roberts serves as the Debtor's counsel. S. HEMENWAY: Court Doesn't Find Need for Patient Care Ombudsman --------------------------------------------------------------- U.S. Bankruptcy Judge Katherine A. Constantine has ordered that the appointment of an ombudsman for S. Hemenway Inc. to monitor the quality of patient care and to represent the interests of the patients of the debtor health care business is not necessary for the protection of patients under the specific facts of the case, but only at the present time and only until a final determination is made at the continued hearing on the Motion. The Motion is continued to Thursday, June 23, 2016, at 9:30 a.m. S. Hemenway Inc., operator of a Visiting Angel franchised nursing home, filed a Chapter 11 bankruptcy petition (Bankr. D. Minn. Case No. 16-31466) on May 2, 2016. The petition was signed by Scott Hemenway, the president. Judge Katherina A. Constantine has been assigned the case. SABBATICAL INC: Hires Offutt Nord Burchett as Attorneys ------------------------------------------------------- Sabbatical, Inc., seeks authorization from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Offutt Nord Burchett, PLLC as attorney for the Debtor and Debtor-in-Possession. The Debtor requires ONB to: a. provide the Debtor legal advice with respect to its powers and duties as debtor-in-possession and in the operation of its business and management of its property; b. represent the Debtor in defence of any proceeding instituted to reclaim property or to obtain relief from the automatic stay under 362(a) of the Bankruptcy Code; c. prepare any necessary applications, answers, orders, reports and other legal papers and appear on the Debtor’s behalf in proceedings instituted by or against the Debtor; d. assist the Debtor with the sale of their assets under Section 363 of the Bankruptcy Code; e. assist the Debtor in preparation of schedule, statements of financial affairs, and any amendments thereto which the Debtor may be required to file in this case; f. assist the Debtor in the preparation of a plan and a disclosure statement; g. assist the Debtor with other legal matters, including, among others, securities, corporate, real estate, tax, intellectual property, employee relations, general litigation, and bankruptcy legal work; h. perform all of the legal services for the Debtor which may be necessary or desirable herein. ONB will be paid at these hourly rates: Stephen S. Burchett $275 S. Taylor Hood $225 Melanie Kerstetter $135 Other attorneys and paralegals will render services to the Debtor as needed. Their fees are: $275 for Partners and Of Counsel; $225 for Associates; and $135 for Legal Assistants/Paralegals. ONB will also be reimbursed for reasonable out-of-pocket expenses incurred. S. Taylor Hood, partner of Offutt Nord Burchett, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. ONB may be reached at: S. Taylor Hood, Esq. Offutt Nord Burchett, PLLC 949 Third Avenue, Suite 300 Huntington, WV 25701 Telephone: (304)529-2868 Facsimile: (304)529-2999 E-mail: sthood@onblaw.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. SALTY DOG: Taps Sencer to Appraise FF&E --------------------------------------- Salty Dog Rest., Ltd. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Sencer Appraisal Associates. The Debtor tapped the firm to appraise its assets, which include furniture, fixtures, inventory and equipment used in operating its business. The firm will provide these services: (a) on-site inspection and examination of the Debtor's premises, equipment, furniture, fixtures and inventory; (b) preparation of a written report; and (c) determine the fair market value of those assets "at the curb" in a forced liquidation sale. Sencer Appraisal Associates has requested a flat fee for its services and expenses in the amount of $1,200. The Debtor has agreed that, upon the court's approval, it will immediately pay the firm the full amount for its services. Matthew Edelstein of Sencer Appraisal Associates disclosed in a court filing that the firm does not hold or represent any interest adverse to the Debtor's estate. The firm can be reached through: Matthew Edelstein Sencer Appraisal Associates 92 Reid Ave Port Washington, NY 11050 Phone: 888-473-6237 Email: info@sencerappraisal.com About Salty Dog Rest Salty Dog Rest, Ltd. sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern District of New York (Brooklyn) (Case No. 16-40679) on February 24, 2016. The petition was signed by Robert P. Fadel, president. The case is assigned to Judge Elizabeth S. Stong. The Debtor estimated assets of $0 to $50,000 and debts of $1 million to $10 million. SANDRIDGE ENERGY: Egan-Jones Lowers FC Sr. Unsecured Rating to D ---------------------------------------------------------------- Egan-Jones Ratings Company downgraded the foreign currency senior unsecured rating on debt issued by SandRidge Energy Inc. to D from CCC+ on May 17, 2016. EJR also lowered the foreign currency commercial paper rating on the Company to D from C. SandRidge Energy, Inc. is an oil and natural gas exploration and production company headquartered in Oklahoma City, Oklahoma, with its principal focus on developing high-return, growth-oriented projects in the U.S. Mid-Continent and Niobrara Shale. SANITAS PARTNERS: Involuntary Chapter 11 Case Summary ----------------------------------------------------- Alleged Debtor: Sanitas Partners, V.I., LLC Anguilla Landfill P.O. Box 189 Christiansted, VI 00820 Case Number: 16-10005 Involuntary Chapter 11 Petition Date: June 13, 2016 Court: United States Bankruptcy Court District Court of the Virgin Islands (St. Croix) Judge: Hon. Mary F. Walrath Petitioners' Counsel: Warren B. Cole, Esq. HUNTER & COLE 1138 King St., Ste. 3 St. Croix, VI 00820 Tel: 340-773-3535 Fax: 340-778-8241 E-mail: wbcole@huntercolevi.com Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ GEC, LLC Settlement $1,711,815 13F Estate Bethlehem Agreement Vitex Building E Airport Road Christiansted, VI 00820 Donald Moorehead Settlement $884,000 1900 Downing Street Agreement Allen, TX 75013 Highland Holdings, Inc. Taxes and $15,000 1900 Downing Street Other Services Allen, TX 75013 SARATOGA RESOURCES: Files Plan of Reorganization ------------------------------------------------ BankruptcyData.com reported that Saratoga Resources filed with the U.S. Bankruptcy Court a Chapter 11 Plan of Reorganization and related Disclosure Statement. According to the Disclosure Statement, principal features of the Plan include the following: "Provide for the continued operation of the Debtors' business on a scaled down version after confirmation, with essentially all Assets of the Debtors transferred to, and Claims channeled, to a Litigation Trust to be established under the Plan; Provide for the distribution of the Plan Related Funds in accordance with the Cash Collateral Stipulation and the Plan; Provide for the distribution of the Convenience Fund to the holders of Convenience Claims; Establish a Litigation Trust to pursue the Litigation Trust Causes of Action and to distribute any Litigation Trust Net Proceeds to the holders of superpriority claims, Administrative Expense Claims and General Unsecured Claims; Provide for the transfer of all assets of the Debtors (other than Excluded Assets), including essentially all claims of the estates to the Litigation Trust." The Disclosure Statement continues, "If Classes 1 (First Lien Lenders), 3 (Convenience Claims) and 4 (General Unsecured Claims) vote to accept the Plan, then as part of a settlement of, among other things, the amount of its superpriority Claims against the estates, ERG II will subordinate the payment of its ERG II Superpriority Claim to the payment of up to $2 million of unsecured pre-petition trade debt from net proceeds of the Litigation Trust. If Classes 1, 3 and/or 4 do not vote to accept the Plan, then ERG II will not subordinate the recovery of the ERG II Superpriority Claim to the payment of the unsecured pre-petition trade debt; Provide that certain assets - the Excluded Assets - of the Debtors which are not transferred to the Litigation Trust will be retained by the Reorganized Debtors; Provide that if Classes 1, 3 (Convenience Claims) and 4 (General Unsecured Claims) vote to accept the Plan, then the existing stockholders of Saratoga will retain their equity interests in Reorganized Saratoga. If Classes 1, 3 (Convenience Claims) and/or 4 (General Unsecured Claims) do not vote to accept the Plan, then the Existing Equity Interests in Saratoga will be cancelled and New Equity Interests in Reorganized Saratoga will be issued to the Litigation Trust, LLC and; Provide for the cancellation of the liens securing the First Lien Claims and Second Lien Claims and any other Secured Claims (to the extent not already cancelled at the time of the Sale to ERG II)." About Saratoga Resources Saratoga Resources -- http://www.saratogaresources.com/-- is an independent exploration and production company with offices in Houston, Texas and Covington, Louisiana. Principal holdings cover approximately 51,500 gross/net acres, mostly held by production, located in the transitional coastline and protected in-bay environment on parish and state leases of south Louisiana and in the shallow Gulf of Mexico Shelf. Most of the company's large drilling inventory has multiple pay objectives that range from as shallow as 1,000 feet to the ultra-deep prospects below 20,000 feet in water depths ranging from less than 10 feet to a maximum of approximately 80 feet. Saratoga Resources, Inc., Harvest Oil & Gas, LLC, and their affiliated debtors sought protection under Chapter 11 of the Bankruptcy Code on June 18, 2015. The lead case is In re Harvest Oil & Gas, LLC, Case No. 15-50748 (Bankr. W.D. La.). The Debtors are represented by William H. Patrick, III, Esq., at Heller, Draper, Patrick, Horn & Dabney, LLC, in New Orleans, Louisiana. SAVANNA ENERGY: S&P Revises Outlook to Neg. & Affirms 'B+' CCR -------------------------------------------------------------- S&P Global Ratings said it revised its outlook on Calgary, Alta.-based Savanna Energy Services Corp. to negative from stable and affirmed its 'B+' long-term corporate credit rating on the company. At the same time, S&P Global Ratings raised its issue-level rating on the company's senior unsecured debt to 'BB-' from 'B+'. S&P Global Ratings also revised its recovery rating on the debt to '2' from '4'. The recovery rating indicates S&P's expectation of substantial (70%-90%; at the higher end of the range) recovery for senior unsecured debtholders under S&P's simulated default scenario. "Given the significant deterioration of the company's cash flow metrics, we believe there is some risk that Savanna's financial risk profile could remain below the levels necessary to support the 'B+' rating," said S&P Global Ratings credit analyst Michelle Dathorne. "The recovery rating revision reflects the improved recovery prospects for unsecured debtholders," Ms. Dathorne added. The revolving credit facility size, which ranks senior to unsecured debt, has decreased to C$150 million from C$250 million. Consistent with S&P's recovery criteria, it estimates the drawn amount under Savanna's senior credit facility at the time of S&P's simulated default at 85% of its current C$150 million availability, leading to higher residual enterprise value available to unsecured lenders. S&P projects Savanna's forecast revenues and cash flow will remain relatively weak because S&P expects persistently low hydrocarbon prices throughout S&P's 2016-2018 forecast period to continue affecting oil and gas drilling activity. The company's reduced capital and operating expenditures has tempered the deterioration of its profitability and cash flow metrics. As a result, S&P is projecting its three-year (2016-2018), weighted-average credit metrics to remain appropriate for the 'B+' corporate credit rating, due primarily to a material improvement in S&P's forecast 2018 ratios. The ratings reflect S&P Global Ratings' view of the scope of Savanna's operations in its three principal markets; the quality of the company's rig fleet; and the company's profitability profile, which ranks in the bottom quartile of the contract drilling global rated peer group (based on S&P's assessment of the company's EBITDA margins and return on capital). S&P believes the company's cash flow protection metrics, which benefit from moderate debt levels despite S&P's expectation of reduced cash flow generation during its 2016-2018 cash flow forecast period, somewhat offset these weaknesses. Given the dramatic deterioration of Savanna's cash flow metrics, which S&P Global Ratings expects will persist through 2017, the negative outlook reflects S&P's view that Savanna's financial risk profile might remain below the levels required to support the 'B+' credit rating. Nevertheless, S&P acknowledges the company's recent efforts to reduce its operating and general and administrative costs, as well as its near-term curtailed capital spending, which have tempered the deterioration of its cash flow and leverage profile. Assuming S&P's assessment of Savanna's overall business risk profile does not change, S&P would lower the rating, if the company's cash flow adequacy and leverage profile deteriorated during our 2016-2017 outlook period. Specifically, S&P could lower the rating if our estimate of Savanna's three-year (2016-2018) weighted average FFO-to-debt fell below 20%, in addition to the company's positive FOCF generation deteriorating materially from S&P's current estimates, with no expectation of an improvement during our 12-month outlook period. S&P could also lower the rating if the company's liquidity position weakened below its current adequate assessment. S&P would revise the outlook to stable, if the company is able to strengthen its 2016-2017 FFO/debt ratio to at least 20%. This could occur, if the company's performance exceeds S&P's base case scenario assumptions for those years, and the company is able to increase its corporate utilization rates, revenues and cash flow above the levels S&P is currently forecasting. SCA L.P.: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: SCA, L.P. 175 South Pleasantville Road Pottstown, PA 19464 Case No.: 16-14223 Chapter 11 Petition Date: June 13, 2016 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Jean K. FitzSimon Debtor's Counsel: Allen B. Dubroff, Esq. ALLEN B. DUBROFF, ESQUIRE & ASSOCIATES, LLC 1500 JFK Blvd Suite 1030 Philadelphia, PA 19102 Tel: 215-568-2700 Fax: 215-689-3777 E-mail: allen@dubrofflawllc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Allen S. Berman, managing member of 1036 Realty LLC. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. SCRANTON RDA: S&P Assigns 'BB' Rating on 2016 Lease Revenue Bonds ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB' long-term rating to Scranton, Pa.'s series 2016A and AA (taxable) guaranteed lease revenue bonds issued on their behalf by the Redevelopment Authority (RDA) of the City of Scranton. The outlook is stable. The bonds are secured by an assignment and pledge of payments to be received by the authority from the city pursuant to the sublease and guaranty agreement between the authority and the city. The sublease constitutes a general obligation (GO) of the city and the full faith and credit and taxing power is pledged to the payment of all amounts due under the sublease for debt service requirements. The city may levy ad valorem tax without limit to rate or amount on all taxable property within its borders. "The rating is constrained by our opinion of the city's very weak liquidity with limited access to external financing if needed," said S&P Global Ratings analyst Timothy Little. Additional rating constraints include our weak assessment of management conditions based on prior-year structural imbalances prior to the 2015 budget and high fixed costs for retirement contributions and debt service. The proceeds will fund a settlement award pursuant to a settlement agreement with the Fraternal Order of Police, Lodge 2, and the Fire Fighters Local Union 60 of the International Association of Fire Fighters, under which the city has agreed to make certain payments of back pay and certain contributions to the retirement plans of the members represented by such unions, and refund the authority's outstanding series 2008 guaranteed variable-rate demand lease revenue bonds to a fixed rate. "The 'BB' long-term rating reflects various rating constraints and the following credit factors, including Scranton's weak economy, management, and budgetary performance," said Mr. Little. Other factors include its very weak budgetary flexibility and liquidity. Scranton, with an estimated population of 74,862, encompasses 25.3 square miles in Lackawanna County in northeastern Pennsylvania and serves as the county seat. It is approximately 130 miles north of Philadelphia and 125 miles west of New York City. "The stable outlook reflects our view that our opinion of Scranton's weak management conditions, very weak economy, and very weak liquidity will continue," added Mr. Little. While the city's liquidity and financial profile may improve through asset monetization and implementation of its recovery plan, the substantial fixed costs associated with its pension and debt service obligations may prolong its fiscal distress. Given these current factors and rating constraints, S&P does not expect to change its rating over the two-year outlook period. SKAGIT GARDENS: Early Morning Biz. as Going Concern for $6.70M -------------------------------------------------------------- Skagit Gardens, Inc., and its affiliates, Skagit Real Estate Holdings, LLC, Skagit RESPE LLC, and Skagit TPPSPE LLC, debtors-in-possession, ask the US Bankruptcy Court for the Western District of Washington, for the entry of an order approving the sale of substantially all of the Debtors' assets to Early Morning, LLC for at around $6.70 million, subject to higher or better offers through a bidding and auction process. Early Morning has agreed to acquire Base Cash Consideration of $6,227,500, plus (a) payment/assumption of up to $450,000 of employment liabilities, including wages and accrued PTO to employees; (b) the Cure Costs relating to the Assumed Contracts; subject to an increase/decrease based on a Working Capital Adjustment determined as of the Closing Date. The proposed Sale to Early Morning provides for the best outcome to the estate and its creditors and satisfies the Debtors' objective of continuing the business of Skagit Gardens rather than closing and liquidating. Early Morning intends to continue to operate Skagit Gardens' business, including continued employment for Skagit Gardens' employees, and is prepared to close the sale on or before July 8, 2016, subject to this Court's approval and standard bidding procedures. The Purchase Agreement is subject to the submission by third parties of higher or better offers. In order for other bidders to be a qualifying bidder under the Purchase Agreement, they must submit a bid worth $300,000 more than the Stalking Horse Bidders offer. The $300,000 includes payment of the $200,000 Break-Up Fee, $84,500 for the EM Consignment Inventory, and an increase in value to the Debtors' estates of $15,500. To participate in the June 28 auction, initial bids by interested parties must be submitted by not later than 5:00 p.m. (PST) on June 24, 2016. The Debtor proposes to conduct an auction (the "Auction") at the offices of Bush Strout & Kornfeld, 601 Union St., #5000, Seattle, WA 98101, on June 28, 2016, beginning at 10:00 a.m. (PST) The proposed Sale delivers a substantial value to the creditor constituencies in a variety of ways, including: a. Estimated distribution secured lenders Sterling Bank and Bank of the West projected at approximately 85% of their debt, with the net sales proceeds of the proposed Sale being distributed to them on a pro rata basis; b. Benefits to unsecured creditors in the form of payment of contract cure costs estimated to be $150,000 and payment of 503(b)(9) claims estimated to be $105,000; c. Benefits to employees in the payment/assumption of accrued paid time off ("PTO") estimated to be approximately $180,000; d. Benefits to employees by providing for continued employment post-closing; and e. Benefits to unsecured vendors/suppliers through a continuing business relationship with the operating company post-closing. If competitive bids are received, as appears quite possible, the benefits to creditors will only increase. A copy of the proposed Bidding Procedures Order and Sale Order attached to the Motion is available for free at: http://bankrupt.com/misc/Skagit_Gardens_33_Sale_M.pdf The Debtors are represented by: Armand J. Kornfeld Christine M. Tobin-Presser Katriana L. Samiljan BUSH KORNFELD LLP 601 Union St., Suite 5000 Seattle, Washington 98101-2373 Telephone: (206) 292-2110 Facsimile: (206) 292-2104 About Skagit Gardens Founded in 1966 and headquartered in Mount Vernon, Washington, Skagit Gardens, Inc., is a wholesale nursery that grows two categories of plants, finished plants and plugs/liners, each grown for different types of customers. Skagit Gardens maintains a steady workforce of approximately 150 employees, with a seasonal high of 275 – 300 employees, making it one of the 20 largest employers in Skagit County. Skagit Gardens and three affiliates filed Chapter 11 petitions (Bankr. W.D. Wash., Case No. 16-12879) on May 27, 2016. The petitions were signed by Mark Buchholz as president. The cases are jointly administered under Case No. 16-12879. The Debtors are represented by Bush Kornfeld LLP, in Seattle, Washington, as counsel. The cases are assigned to Judge Christopher M. Alston. The Debtors listed total assets of $12.5 million and total liabilities of $19.3 million. SKAGIT GARDENS: Taps Bush Kornfeld as Legal Counsel --------------------------------------------------- Skagit Gardens Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Western District of Washington to hire Bush Kornfeld LLP as their counsel. The Debtors tapped the firm to: (a) give them legal advice about their powers and duties as debtors-in-possession; (b) prepare legal papers; (c) advise the Debtors about the processes surrounding a sale of their assets; (d) assist the Debtors in reviewing all claims and in determining all issues associated with the distribution on allowed claims; and (e) take necessary action to avoid any liens subject to the Debtors' avoidance. The Debtors propose to employ Bush Kornfeld under a general retainer based on time and billable charges. Bush Kornfeld is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm's contact information is: Bush Kornfeld LLP Law Offices 601 Union St., Suite 5000 Seattle, Washington 98101-2373 Telephone (206) 292-2110 Facsimile (206) 292-2104 About Skagit Gardens Skagit Gardens Inc. is a wholesale nursery that grows two categories of plants, finished plants and plugs/liners, each grown for different types of customers. Skagit Gardens and three affiliates filed Chapter 11 petitions (Bankr. W.D. Wash., Case No. 16-12879) on May 27, 2016. The petitions were signed by Mark Buchholz as president. The cases are jointly administered under Case No. 16-12879. The Debtors are represented by Bush Kornfeld LLP, in Seattle, Washington, as counsel. The cases are assigned to Judge Christopher M. Alston. The Debtors listed total assets of $12.5 million and total liabilities of $19.3 million. SKAGIT GARDENS: Taps Mundt MacGregor as Special Counsel ------------------------------------------------------- Skagit Gardens Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Western District of Washington to hire Mundt MacGregor LLP as their special counsel. The Debtors tapped the firm to give advice on issues concerning the sale of their assets. Prior to the Debtors' bankruptcy filing, Mundt MacGregor had served as their corporate counsel with respect to issues relating to the sale of their assets. Mundt MacGregor does not represent or hold any interest adverse to the interest of the Debtors and their estates, according to court filings. Mundt MacGregor's contact information is: Fishermen's Terminal Office 4005 20th Avenue West, Suite 134 Seattle, Washington 98199-1290 Telephone: (206) 624-5950 -- and -- 271 Wyatt Way NE, Suite 106 Bainbridge Island, Washington 98110-2873 Telephone: (206) 624-5950 Facsimile: (206) 624-5469 About Skagit Gardens Skagit Gardens Inc. is a wholesale nursery that grows two categories of plants, finished plants and plugs/liners, each grown for different types of customers. Skagit Gardens and three affiliates filed Chapter 11 petitions (Bankr. W.D. Wash., Case No. 16-12879) on May 27, 2016. The petitions were signed by Mark Buchholz as president. The cases are jointly administered under Case No. 16-12879. The Debtors are represented by Bush Kornfeld LLP, in Seattle, Washington, as counsel. The cases are assigned to Judge Christopher M. Alston. The Debtors listed total assets of $12.5 million and total liabilities of $19.3 million. SMF ENERGY: Hires Berger Singerman as Litigation Consultant ----------------------------------------------------------- Soneet R. Kapila, the Liquidating Trustee of SMF Energy Liquidating Trust, as successor to SMF Energy Corporation and three of its subsidiaries and affiliates, asks for authorization from the U.S. Bankruptcy Court for the Southern District of Florida to employ Berger Singerman, LLP, and Lewis Killian, Esq., as experts and litigation consultants in connection with a certain adversary proceeding for the Liquidating Trustee. Berger Singerman will provide opinions, reports, or advice and act as an expert witness in connection with the Liquidating Trustee's pending litigation, or other services as may be required by the Liquidating Trustee. The firm will be paid at these hourly rates: Attorneys $350-$695 Law Clerks & Paralegals $135-$235 Lewis Killian, Esq., an attorney at Berger Singerman, assures the Court that the firm neither holds nor represents any interest adverse to the Debtors and is a disinterested person within the scope and meaning of Section 101(14) of the Bankruptcy Code. BERGER SINGERMAN LLP Jessica Pavlik, Esq. Paul Steven Singerman, Esq. 350 East Las Olas Boulevard, Suite 1000 Fort Lauderdale, FL 33301 Tel: (954) 712-5155 Fax: (954) 775-3519 E-mail: jpavlik@bergersingerman.com singerman@bergersingerman.com About SMF Energy SMF Energy Corporation, a provider of fuel and lubricants for the trucking, manufacturing and construction industries, and three of its subsidiaries filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Lead Case No. 12-19084) on April 15, 2012. The affiliates are SMF Services, Inc., H&W Petroleum Company, Inc., and Streicher Realty, Inc. Fort Lauderdale, Florida-based SMF Energy -- dba Streicher Mobile Fueling and SMF Generator Fueling Services -- disclosed $37.0 million in assets and $25.17 million in liabilities as of Dec. 31, 2011. SMF sought bankruptcy protection after Wells Fargo Bank, N.A., shut off access to a revolving credit loan and declared a default. The bank is owed $11.2 million, including $8 million on a revolving credit secured by all assets. SMF Energy disclosed $16,387,456 in assets and $31,160,009 in liabilities as of the Chapter 11 filing. On March 22, 2012, the Company appointed Soneet Kapila of Kapila & Company, Ft. Lauderdale, Florida, as its chief restructuring officer. Judge Raymond B. Ray oversees the case. Lawyers at Genovese Joblove & Battista, P.A., serves as the Debtors' counsel. Trustee Services Inc. serves as claims agent. Bayshore Partners, LLC, serves as their investment banker. The petition was signed by Soneet R. Kapila, the CRO. The Debtors tapped Harry Stampler and Stampler Auctions for the sale and liquidation of the assets of the Debtors located at 200 West Cypress Creek Road, Suite 400, Fort Lauderdale, Florida through an auction sale scheduled for July 19, 2012, at the Property. Steven R. Turner, the Assistant U.S. Trustee 21, appointed three members to the Official Committee of Unsecured Creditors. Robert Paul Charbonneau and the law firm of Ehrenstein Charbonneau Calderin represent the creditors. SOUTHERN COPPER: Egan-Jones Cuts FC Sr. Unsec. Rating to BB+ ------------------------------------------------------------ Egan-Jones Ratings Company downgraded foreign currency senior unsecured rating on debt issued by Southern Copper Corp. to BB+ from BBB on May 17, 2016. Southern Copper Corporation is a mining company originally founded in 1952. SOUTHGATE MALL: Taps Craig Atkinson to Manage Mall -------------------------------------------------- Southgate Mall, LLC, seeks permission from the U.S. Bankruptcy Court for the District of Kansas to employ Craig Atkinson to manage the Southgate Mall, collect rents, take maintenance calls, and pay expenses related to the operation of the Mall. Objections to the request must be filed by June 22, 2016. A hearing on the request will be held on July 14, 2016, at 10:30 a.m. In consideration of the services rendered and to be rendered, the Manager will receive payment of $1,000 per month. The Debtor assures the Court that the Manager holds no interest or claims adverse to the bankruptcy estate and is a disinterested person as that term is used in the Bankruptcy Code. Headquartered in Rantoul, Illinois, Southgate Mall, LLC, filed for Chapter 11 bankruptcy protection (Bankr. C.D. Ill. Case No. 16-90237) on on March 15, 2016, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Steve Combest, member. Judge Mary P. Gorman presides over the case. Jason S. Bartell, Esq., at Bartell Powell LLP serves as the Debtor's bankruptcy counsel. ST. JAMES NURSING: PCO Says Quality of Care Maintained ------------------------------------------------------ Deborah L. Fish, the patient care ombudsman, filed her Second Report as to the quality of patient care by St. James Nursing & Physical Rehabilitation Center Inc. The Debtor has maintained all of its services and is delivering similar quality care to essentially the same patient population as it did pre-petition. The Administrator and staff have also confirmed that there are no issues relative to medical or operational supplies. The PCO states that there have been no material changes in the staff since the last report. The staffing ratio meets the required guidelines. About St. James Nursing St. James Nursing & Physical Rehabilitation Center Inc. sought protection under Chapter 11 of the Bankruptcy Code in the Eastern District of Michigan (Detroit) (Case No. 16-42333) on February 22, 2016. The petition was signed by Bradley Mali, president. The Debtor is represented by Michael E. Baum, Esq., at Schafer and Weiner, PLLC. The case is assigned to Judge Phillip J. Shefferly. The Debtor estimated assets of $0 to $50,000 and debts of $1 million to $10 million. ST. JUDE NURSING CENTER: PCO Says Quality of Care Continues ----------------------------------------------------------- Deborah L. Fish, patient care ombudsman, submitted her second report on the status of the quality of patient care in the Chapter 11 case of St. Jude Nursing Center, Inc., which covers the period from March 29, 2016 to May 27, 2016. Ms. Fish states that the Debtor has maintained all of its services and is delivering similar quality care to essentially the same patient population as it did prepetition. Ms. Fish believes that the residents receive satisfactory to good care. The residents in their own words agreed with this assessment. The Debtor has continued the same quality of care post-petition as it did prepetition. About St. Jude Nursing Center St. Jude Nursing Center, Inc., filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 16-42116) on April 20, 2016. The Hon. John J. Thomas presides over the cases. Livonia, Mich.-based St. Jude Nursing Center, Inc., is a privately owned and licensed long-term skilled nursing facility. STAMPEDE FOREST: Plan Promises 30% Dividend to Unsecured Creditors ------------------------------------------------------------------ Stampede Forest Products, Inc., obtained from the U.S. Bankruptcy Court for the Eastern District of Washington conditional approval of the disclosure statement explaining its proposed plan of reorganization. The Debtor's Plan is a partial liquidation Plan, providing for the liquidation of a portion of the property of Debtor. It also gives the Debtor the option to sell its business in the future. The Debtor's Plan is essentially premised upon its ability to operate its business profitably. Thereafter, it proposes to pay all allowable claims in full with interest, except the general unsecured claims. Holders of general unsecured claims will be paid an amount in monthly installments until the Allowed Claims are paid a 30% dividend. That will be the total paid said claims as periodic payment. Under any scenario, general unsecured creditors should receive a dividend. If the Debtor decides to sell its business and is able to create and sell its business as an ongoing profitable enterprise, all creditors could be paid in full with interest, including general unsecured creditors; of course, this would depend on the sales price. Parties in interest who wish to object to the final approval of the Disclosure Statement or the confirmation of the Plan must file with the Clerk of the Bankruptcy Court on or before July 15, 2016, a written objection to final approval of the Disclosure Statement or confirmation and request for hearing and serve a copy on the undersigned attorney for the Debtor. The final hearing on the approval of the Plan of Reorganization and Disclosure Statement is scheduled for August 2, 2016, at 2:30 p.m., in open Court at 904 W. Riverside Avenue, Third Floor, Spokane, Washington. Written Ballots for Accepting or Rejecting Plan must be filed with the Clerk of the Bankruptcy Court no later than July 11, 2016. A full-text copy of the Disclosure Statement dated June 6, 2016, is available at http://bankrupt.com/misc/waeb15-04150-98.pdf Stampede Forest Products, Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wash. Case No. 15-04150) on Dec. 22, 2015. Stampede Forest Products, Inc., is an Omak, Washington-based forest products company. Kevin O'Rourke, Esq., at Southwell And O'Rourke serves as the Company's bankruptcy counsel. The Company says in its bankruptcy filing that it has almost $178,000 in assets, primarily in the form of inventory and accounts receivable, and owes more than $720,000 in debt to less than 50 creditors. STAR COMPUTER GROUP: $6.5-Mil. Property Sale to Viro Approved ------------------------------------------------------------- Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, authorized the sale of Star Computer Group, Inc.'s real property to Viro Enterprises, LLC for $6,500,000. No other qualifying bids were submitted by the May 4 deadline, and, accordingly, the May 11 auction was cancelled. The real property is located at 2155-2185 NW 115th Avenue, Sweetwater, Florida. Star Computer Group, Inc., is represented by: Corali Lopez-Castro, Esq. KOZYAK TROPIN & THROCKMORTON, P.A. 2525 Ponce de Leon Blvd., 9th Floor Miami, FL 33134 Telephone: (305)372-1800 Facsimile: (305)372-3508 E-mail: clc@kttlaw.com About Star Computer Group Star Computer Group, Inc., sought Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 15-28100) on Oct. 12, 2015. The petition was signed by James S. Howard as chief restructuring officer. The Debtor listed assets of $22.7 million and liabilities of $68.3 million. Founded in 1994 with its office located at 2175 N.W. 115 Avenue, Miami, FL 33172, the Company was engaged in the business of supplying wholesale computers, smart phones, and related equipment and software to dealers and wholesales in Latin America. The Company is jointly owned by Henry Waissmann (54%) and Henry Aguilar (46%). The Debtor has engaged Kozyak, Tropin & Throckmorton, P.A., as bankruptcy counsel, GlassRatner as financial advisor, Fuerst Ittleman David & Joseph PL as special tax counsel, and Cherry Bekaert, LLP as accountants. Judge Jay Cristol is assigned to the case. The U.S. Trustee for Region 21, appointed five creditors to serve in the official committee of unsecured creditors. The Committee is represented by Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., as counsel. STAR COMPUTER GROUP: BVDCC Objects to Order of Claims Payment ------------------------------------------------------------- Banyan Village at Dolphin Commerce Center Condominium Association, Inc. submitted to the U.S. Bankruptcy Court for the Southern District of Florida, its Limited Objection to the confirmation of Star Computer Group, Inc.'s Amended Plan of Liquidation. "Notwithstanding the Debtor's description of BVDCC CONDO ASSOCIATION's Secured Claim as a third lien on the Real Property, BVDCC CONDO ASSOCIATION holds a second lien superior to that of the U.S. Small Business Administration which the Amended Plan describes as a Class 2.2 Secured Claim. Accordingly, BVDCC CONDO ASSOCIATION objects to Debtor's proposed treatment that its Secured Claim be paid after full payment of the Class 2.2 Allowed Secured Claim of the U.S. Small Business Administration... BVDCC CONDO ASSOCIATION also objects to Debtor's proposed treatment that its Secured Claim be paid after full payment of unsecured Allowed Administrative Claims, unsecured Allowed Professional Fee Claims, and unsecured Allowed Priority Tax Claims. There is no basis to allow these unsecured claims to be paid before the Secured Claim of BVDCC CONDO ASSOCIATION," BVDCC Condo Association avers. Banyan Village at Dolphin Commerce Center Condominium Association, Inc., is represented by: James Schwitalla, Esq. THE BANKRUPTCY LAW OFFICES OF JAMES SCHWITALLA, P.A. 12954 SW 133 Court Miami, FL 33186 Telephone: (305)278-0811 Facsimile: (305)278-0812 About Star Computer Group Star Computer Group, Inc., sought Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 15-28100) on Oct. 12, 2015. The petition was signed by James S. Howard as chief restructuring officer. The Debtor listed assets of $22.7 million and liabilities of $68.3 million. Founded in 1994 with its office located at 2175 N.W. 115 Avenue, Miami, FL 33172, the Company was engaged in the business of supplying wholesale computers, smart phones, and related equipment and software to dealers and wholesales in Latin America. The Company is jointly owned by Henry Waissmann (54%) and Henry Aguilar (46%). The Debtor has engaged Kozyak, Tropin & Throckmorton, P.A., as bankruptcy counsel, GlassRatner as financial advisor, Fuerst Ittleman David & Joseph PL as special tax counsel, and Cherry Bekaert, LLP as accountants. Judge Jay Cristol is assigned to the case. The U.S. Trustee for Region 21, appointed five creditors to serve in the official committee of unsecured creditors. The Committee is represented by Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., as counsel. STAR COMPUTER: Creditors Say BankUnited Has No Lien on D&O Claims ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Star Computer Group, Inc., asks the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, to determine that secured lender, BankUnited, N.A., does not have a lien on Debtor's litigation claims against the Debtor's former and/or current officers and directors ("D&O Claims") or the proceeds therefrom. BankUnited and the Debtor executed a Working Capital Agreement, under which BankUnited agreed to provide the Debtor with a revolving working capital loan. The Debtor's obligations under the loan agreement are secured by a Blanket Security Agreement between BankUnited and the Debtor. "The present dispute arises from BankUnited's incorrect belief that it has a security interest in the D&O Claims based on the language in the Security Agreement providing it with a security interest in the Debtor's existing and after-acquired 'general intangibles,' 'proceeds,' and 'all other assets of [the Debtor], real and personal, tangible and intangible[.]'... Notwithstanding BankUnited's broad lien rights with regard to these types of collateral, 'commercial tort claims,' such as the D&O Claims, are separately categorized under the Uniform Commercial Code, and, in order to obtain a lien over 'commercial tort claims,' the claims must be described with particularity in creditor's security agreement. As such, the collateral description in BankUnited's Security Agreement is insufficient to provide it with a security interest in the D&O Claims or the proceeds therefrom," the Official Committee asserts. The Official Committee of Unsecured Creditors of Star Computer Group is represented by: Patricia A. Redmond, Esq. STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. Museum Tower, Suite 2200 150 West Flagler Street Miami, FL 33130 Telephone: (305)789-3200 E-mail: predmond@stearnsweaver.com About Star Computer Group Star Computer Group, Inc., sought Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 15-28100) on Oct. 12, 2015. The petition was signed by James S. Howard as chief restructuring officer. The Debtor listed assets of $22.7 million and liabilities of $68.3 million. Founded in 1994 with its office located at 2175 N.W. 115 Avenue, Miami, FL 33172, the Company was engaged in the business of supplying wholesale computers, smart phones, and related equipment and software to dealers and wholesales in Latin America. The Company is jointly owned by Henry Waissmann (54%) and Henry Aguilar (46%). The Debtor has engaged Kozyak, Tropin & Throckmorton, P.A., as bankruptcy counsel, GlassRatner as financial advisor, Fuerst Ittleman David & Joseph PL as special tax counsel, and Cherry Bekaert, LLP as accountants. Judge Jay Cristol is assigned to the case. The U.S. Trustee for Region 21, appointed five creditors to serve in the official committee of unsecured creditors. The Committee is represented by Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., as counsel. STAR COMPUTER: Creditors Want Authority to Sue BankUnited --------------------------------------------------------- The Official Committee of Unsecured Creditors of Star Computer Group, Inc., asks the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, to grant standing and authority for the Official Committee, the Liquidating Trustee, a trustee or other fiduciary on behalf of the Debtor, to prosecute certain claims and causes of action against BankUnited, N.A. ("Bank Claims"). The Official Committee tells the Court that the prosecution of the Bank Claims is critical for the Estate and its creditors, given the Debtor's inability or unwillingness to pursue the Bank Claims. It further tells the Court that the Official Committee is the only party-in-interest presently qualified and sufficiently vested to pursue the Bank Claims. "The Debtor has waived its rights to pursue the Bank Claims, and other claims, and the Committee was provided a Challenge Period within which to prosecute the Bank Claims... The Challenge Period has been extended... through June 8, 2016... After reviewing the facts and legal issues implicated by this case, the Committee concluded that the assistance of special litigation counsel was necessary to enable the Committee to discharge its statutory duties, to appropriately evaluate, and if necessary, pursue certain litigation claims and causes of action against the Debtor's former and/or current officers and directors and other third parties... Such claims include a potential claim against the Debtor's directors and officers... for acts, conduct and omissions, which is covered by a certain director and officer liability policy issued by Scottsdale Indemnity Company... The wrongful acts identified to date include breaches of fiduciary duty, neglect of duties, corporate waste, errors, misstatements and/or materially inaccurate statements, and omissions to act and/or state material facts known to the D&Os when such statements were necessary, and the failure to implement or otherwise follow adequate safeguards and controls," the Official Committee contends. The Official Committee believes the potential recovery from the Claims represents a substantial pool of assets that may be used to satisfy the estates' liabilities to unsecured creditors. The Official Committee avers that it does not expect that the costs and expenses to be incurred in connection with prosecuting the Claims will be excessive in relation to the potential recovery for the estates. The Official Committee of Unsecured Creditors of Star Computer Group, Inc. is represented by: Patricia A. Redmond, Esq. STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A. Museum Tower, Suite 2200 150 West Flagler Street Miami, FL 33130 Telephone: (305)789-3200 E-mail: predmond@stearnsweaver.com About Star Computer Group Star Computer Group, Inc., sought Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 15-28100) on Oct. 12, 2015. The petition was signed by James S. Howard as chief restructuring officer. The Debtor listed assets of $22.7 million and liabilities of $68.3 million. Founded in 1994 with its office located at 2175 N.W. 115 Avenue, Miami, FL 33172, the Company was engaged in the business of supplying wholesale computers, smart phones, and related equipment and software to dealers and wholesales in Latin America. The Company is jointly owned by Henry Waissmann (54%) and Henry Aguilar (46%). The Debtor has engaged Kozyak, Tropin & Throckmorton, P.A., as bankruptcy counsel, GlassRatner as financial advisor, Fuerst Ittleman David & Joseph PL as special tax counsel, and Cherry Bekaert, LLP as accountants. Judge Jay Cristol is assigned to the case. The U.S. Trustee for Region 21, appointed five creditors to serve in the official committee of unsecured creditors. The Committee is represented by Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., as counsel. STINSON TROUTMAN: July 13 Plan Confirmation Hearing --------------------------------------------------- Judge James P. Smith of the U.S. Bankruptcy Court for the Middle District of Georgia approved the disclosure statement explaining Stinson A. Troutman's Amended Plan of Reorganization and scheduled for July 13, 2016, at 11:00 a.m., the hearing for the consideration of confirmation of the Plan and any objections to confirmation of the Plan. Plan votes may be filed electronically by the holders of all claims and interests on or before July 6. Any objection to confirmation of the Plan must be filed in electronically with the Court on or before July 6. The bankruptcy case is Stinson A. Troutman, Case Number 15-50488 (Bankr. M.D. Ga.). SUNEDISON INC: Deadline to File Schedules Moved to July 20 ---------------------------------------------------------- The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York granted SunEdison, Inc. and its debtor-affiliates an additional 44 days, to and including July 20, 2016, to file their Schedules of Assets and Liabilities and Statements of Financial Affairs. A previously reported in the Troubled Company Reporter, on April 25, 2016, the Bankruptcy Court entered an Order extending the time by which the Debtors must file their Schedules and Statements to a total of 44 days from the Petition Date, to and including June 6, 2016. However, the Debtor needed an extension of the June 6 deadline in view of the substantial burdens already imposed on the Debtors' management, the time and attention the Debtors must devote to the restructuring process, the amount of work entailed in completing the Schedules and Statements for hundreds of domestic and foreign subsidiaries of the Debtors, and the competing demands placed upon the limited number of employees available to collect the information. The extension, the Debtors said, will enhance the accuracy of the Statements and Schedules when filed and help avoid the potential necessity of substantial subsequent amendments. About SunEdison, Inc. SunEdison, Inc., is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong signed the petitions as senior vice president, general counsel and secretary. The Debtors disclosed total assets of $20.71 billion and total debts of $16.14 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rotschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. 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. SUNEDISON INC: Drops Bid to Appoint Chapter 11 Examiner ------------------------------------------------------- SunEdison Inc. on June 10 dropped its motion to appoint an examiner in its Chapter 11 case. The company in April had asked the U.S. Bankruptcy Court for the Southern District of New York to appoint an official who would investigate its pre-bankruptcy transactions. The company withdrew, without prejudice, their request for appointment of a Chapter 11 examiner. SunEdison, together with its 25 affiliates, filed for Chapter 11 protection in April following a series of events that have impeded the company's operations. These events include the poorly received Vivint merger, the call on SunEdison's margin loan requiring an earlier than anticipated $439 million repayment and the SEC's investigation of the company regarding its public disclosure of its liquidity position, according to court filings. 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. SUNEDISON, INC: $22.5-Mil. Sunflower Project Sale Approved ---------------------------------------------------------- Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York, authorized SunEdison, Inc., and its affiliated debtors to sell or transfer its interests in the 104MW renewable energy project located in North Dakota, known as Sunflower ("Sunflower Project") to Novatus Project Holdings I, LLC. The sale of the Sunflower Project is free and clear of all liens, claims, interests and encumbrances, with such liens attaching to the proceeds with the same validity, extent and priority as had attached to the assets before the sale or transfer. The Purchase and Sale Agreement ("PSA") contains, among others, the following relevant terms: (a) Parties: Novatus Project Holdings, I, LLC as Buyer and Sunflower Renewable Holdings 1, LLC as Seller. (b) Purchase Price: $22,556,033 (c) Purchased Assets: 100% of the membership interests Seller owns directly or indirectly in Sunflower Renewable Holdings 2, LLC and each other Sunflower Company. Judge Bernstein held that the Commitment Letter and the PSA are in the best interests of the Debtors' estates and that they constitute the highest and best offer for the Sunflower Project, and will provide a greater recovery for the Debtors' estate than would be provided by any other available alternative. SunEdison, Inc., and its affiliated debtors are represented by: Jay M. Goffman, Esq. J. Eric Ivester, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Four Times Square New York, NY 10036-6522 Telephone: (212)735-3000 Facsimile: (212)735-2000 E-mail: jay.goffman@skadden.com eric.ivester@skadden.com - and - James J. Mazza, Jr., Esq. Louis S. Chiappetta, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 155 N. Wacker Dr. Chicago, IL 60606-1720 Telephone: (312)407-0700 Facsimile: (312)407-0411 E-mail: james.mazza@skadden.com louis.chiappetta@skadden.com About SunEdison, Inc. SunEdison, Inc., is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong signed the petitions as senior vice president, general counsel and secretary. The Debtors disclosed total assets of $20.71 billion and total debts of $16.14 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rotschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. 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. SUNEDISON, INC: Debtors, UCC Say Equity Committee Not Necessary --------------------------------------------------------------- SunEdison, Inc., and its affiliated debtors and the Official Committee of Unsecured Creditors submitted to the U.S. Bankruptcy Court for the Southern District of New York their respective responses to the Court's order directing parties-in-interest to show cause why an order should not be entered directing the United States Trustee to appoint an official committee of equity security holders. The Creditors Committee contends that the appointment of an Equity Committee is inappropriate in the chapter 11 cases, for these reasons: (a) There is no evidence that equity will receive any recovery in the cases based on the application of the absolute priority rule; (b) Equity holder interests are protected by the Debtors' board and management and the Official Committee's duty to maximize the value of the Debtors' estates; and (c) Debtors' secured and unsecured claims are trading at levels well below par showing the market believes these estates are insolvent. The Creditors Committee avers that the appointment of an Equity Committee will further strain the Debtors' estates with additional administrative costs of added professional fees and expenses, depleting the already slim projected recoveries to the Debtors' unsecured creditors. "Simply put, there is no basis to conclude that there will be any recovery – let alone a 'meaningful' one– for equity holders. To the contrary, numerous indicators demonstrate that many of the Debtors' creditors will themselves receive only a fractional recovery on their claims, thereby precluding any recovery for equity under the absolute priority rule. Because no recovery for the shareholders of SunEdison common stock... is reasonably contemplated, the appointment of an official committee of Equity Holders, and the corresponding imposition of direct and indirect costs on the Debtors' estates arising therefrom, is unwarranted and unnecessary. Moreover, the Equity Holders are adequately represented by various significant parties in interest in these Chapter 11 Cases, including the Creditors' Committee and the Chief Restructuring Officer," the Debtors argue. SunEdison, Inc. and its affiliated Debtors are represented by: Jay M. Goffman, Esq. J. Eric Ivester, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Four Times Square New York, NY 10036-6522 Telephone: (212)735-3000 Facsimile: (212)735-2000 E-mail: jay.goffman@skadden.com eric.ivester@skadden.com - and - James J. Mazza, Jr., Esq. Louis S. Chiappetta, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 155 N. Wacker Dr. Chicago, IL 60606-1720 Telephone: (312)407-0700 Facsimile: (312)407-0411 E-mail: james.mazza@skadden.com louis.chiappetta@skadden.com The Official Committee of Unsecured Creditors is represented by: Matthew S. Barr, Esq. Joseph H. Smolinsky, Esq. Jill Frizzley, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Telephone: (212)310-8000 Facsimile: (212)310-8007 E-mail: matt.barr@weil.com joseph.smolinsky@weil.com jill.frizzley@weil.com About SunEdison, Inc. SunEdison, Inc., is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong signed the petitions as senior vice president, general counsel and secretary. The Debtors disclosed total assets of $20.71 billion and total debts of $16.14 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rotschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. 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. SUNOR ENERGY: Egan-Jones Cuts FC Sr. Unsec. Rating to BB -------------------------------------------------------- Egan-Jones Ratings Company lowered the foreign currency senior unsecured rating on debt issued by Suncor Energy Inc. to BB from BBB on May 18, 2016. Suncor Energy is a Canadian integrated energy company based in Calgary, Alberta. It specializes in production of synthetic crude from oil sands. SUNPOWER CORP: Egan-Jones Cuts Sr. Unsecured Ratings to B From B+ ----------------------------------------------------------------- Egan-Jones Ratings Company lowered the senior unsecured ratings on debt issued by SunPower Corp. to B from B+ on May 18, 2016. SunPower Corporation is an American energy company that designs and manufactures crystalline silicon photovoltaic cells, roof tiles and solar panels based on a all-back-contact solar cell invented at Stanford University. SYBIL EUROPE: Golenbock Gets Affirmance in Gissin v. Freedman Case ------------------------------------------------------------------ Golenbock Eiseman Assor Bell & Peskoe disclosed that Michael Devorkin, senior litigation partner, and associate Alexander K. Parachini successfully obtained a decision from the U.S. Court of Appeals for the Second Circuit in Gissin v. Freedman, affirming a previous order from Judge Hellerstein, Southern District of New York, requiring American investment entities LM Moore SP Investments, Ltd, an investment fund, and its manager Moore Capital Management, LLC, to submit to a deposition and produce documents in New York to Guy Gissin, a court-appointed liquidator in Israel for Sybil Europe Public Co. Limited, a Cyprus company, whose authority as liquidator was affirmed by the Israel Supreme Court. The United States courts issued the orders pursuant to 28 U.S.C. Sec. 1782, which provides judicial assistance in the United States to parties in foreign litigation proceedings to take discovery in the United States. By affirming with a summary order, after denying Moore a stay, the Court has put to bed any challenge to a foreign liquidator's ability to use Section 1782 to take discovery in the U.S. when a pending foreign liquidation/bankruptcy proceeding is pending. Section 1782 is not limited to foreign bankruptcy proceedings and is a useful tool available to other parties who are engaged in other types of foreign litigation. Golenbock Eiseman Assor Bell & Peskoe -- http://www.golenbock.com/ -- represents a wide variety of domestic and international companies and individuals, ranging from Fortune 500 corporations and private equity funds to closely held private companies and individuals involved in significant transactions and disputes. TEXAS PELLETS: Files Schedules of Assets and Liabilities -------------------------------------------------------- Texas Pellets, Inc. filed with the U.S. Bankruptcy Court for the Eastern District of Texas its schedules of assets liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- --------------- --------------- A. Real Property $ 6,957,117.29 B. Personal Property $202,302,009.70 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $189,510,697.22 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-Priority Claims $ 10,765,685.48 --------------- --------------- Total $209,259,126.99 $200,276,382.70 A copy of the schedules is available for free at: https://is.gd/HsUcUP About Texas Pellets Texas Pellets, Inc., based in Woodville, Texas, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 16-90126) on April 30, 2016. The petition was signed by Anna Katherin Leibold, president and chief executive officer. German Pellets Texas, LLC, also based in Woodville, Texas, filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 16-90127) on April 30, 2016. The petition was signed by Peter H. Leibold, its chief executive officer. The cases have been jointly administered under Texas Pellets' case. Judge Bill Parker presides over the cases. THREE ANGELS: Taps Arlene Gordon-Oliver as Legal Counsel -------------------------------------------------------- Three Angels Reality, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Arlene Gordon-Oliver & Associates PLLC as its legal counsel. Three Angels Reality tapped the firm to: (a) give advice about its powers and duties as a debtor-in- possession; (b) negotiate with creditors and work out a plan of reorganization; (c) prepare legal papers; (d) appear before the court; . (e) attend meetings and negotiate with representatives of creditors and other parties; (f) advise the Debtor in connection with any potential refinancing of secured debt and any potential sale of the business; (g) represent the Debtor in connection with obtaining post- petition financing; and (h) take any necessary action to obtain approval of a plan of reorganization and disclosure statement. The firm will be paid on an hourly basis and will receive reimbursement for work-related expenses. The firm's professionals and their hourly rates are: Arlene Gordon-Oliver $485 Law Clerk $150 Paraprofessionals $150 Arlene Gordon-Oliver, Esq., at Arlene Gordon-Oliver & Associates, 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: Arlene Gordon-Oliver Arlene Gordon-Oliver & Associates PLLC 199 Main Street, Suite 203 White Plains, New York 10601 Phone 914-683-9750 About Three Angels Reality Three Angels Reality, LLC owns and operates a commercial building located at 173-25 Jamaica Avenue, Jamaica, New York. Three Angels Reality sought protection under Chapter 11 of the Bankruptcy Code in the Eastern District of New York (Brooklyn) (Case No. 16-41661) on April 20, 2016. The petition was signed by Anand R. Persaud, M.D., managing member. The case is assigned to Judge Carla E. Craig. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. TODD BRASSNER: July 21 Plan Confirmation Hearing ------------------------------------------------ Judge James L. Garrity, Jr., of the U.S. Bankruptcy Court for the Southern District of New York approved the disclosure statement explaining Todd Brassner's second amended plan of reorganization and fixed July 21, 2016, at 10:00 a.m., for the hearing to consider confirmation of the Plan. July 6 is fixed as the deadline for filing written objections to confirmation of the Plan, memorandum of law and declaration in support of Plan confirmation, and any assumption or rejection notice. July 13 is fixed as the deadline for filing any replies to any timely Plan objection and objections to assumption, cure or rejection of any executor contract or unexpired lease. Todd Brassner (Bankr. S.D.N.Y. Case No. 15-11513) filed a Chapter 11 Petition on June 9, 2015. TREVER LEONARD SIU: August 16 Plan Confirmation Hearing ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona approved the disclosure statement explaining Trever Leonard Siu and Sheila Rao's plan and scheduled the confirmation hearing for August 16, 2016, at 9:30 a.m. August 16 is also the last date to file a complaint objecting to the discharge of the debtor pursuant to 11 U.S.C. Sec. 1141 and Sec. 727. The last day for filing with the Court written acceptances or rejections of the plan is five business days prior to the confirmation hearing. If an objection to confirmation is filed, the Court may utilize the initial hearing to determine the appropriate discovery procedures, the scheduling of a Rule 16 Conference, etc., under the Federal Rule of Civil Procedure, as amended. If no objection to confirmation is filed, the Court may still request that evidence be presented or that counsel present an offer of proof in support of confirmation of the plan of reorganization. The bankruptcy case is Trever Leonard Siu and Sheila Rao Case No. 2-15-bk-10857-MCW (Bankr. D. Ariz.). TWENTYEIGHTY INC: S&P Cuts CCR to CC on Potential Restructuring --------------------------------------------------------------- S&P Global Ratings said that it lowered its corporate credit rating on TwentyEighty Inc. to 'CC' from 'CCC'. The rating outlook is negative. At the same time, S&P lowered its issue-level rating on the company's senior secured credit facility to 'CC' from 'CCC'. The '3' recovery rating is unchanged, indicating S&P's expectation for meaningful recovery (50%-70%; lower half of the range) of principal in the event of a payment default. "The downgrade reflects our view of the company's eroding liquidity position and deteriorating ability to service its debt according to the original conditions," said S&P Global Ratings credit analyst Heidi Zhang. "The company has violated its financial maintenance covenant and decided not to deliver timely audited financials, both of which constitute an event of default under its credit agreement. TwentyEighty's lenders haven't accelerated the company's debt maturity, and they are in negotiations with the company and its sponsors on potential debt restructuring (which S&P may view as distressed, based on its criteria) and covenant waivers and amendments." The company's covenant violation and deteriorating liquidity position reflects its operating underperformance, largely due to various integration issues, high sale force turnover, and loss of focus on core operations. S&P don't believe a reversal to positive growth is likely in 2016, given the long sales cycle the company requires to recover in its key businesses. S&P don't believe the company's capital structure is sustainable in light of S&P's expectation for adjusted leverage to increase from the low-teens to the mid- to high-teens area over the next 12 months due to further decreases in adjusted EBITDA (includes nonrecurring expenses). The negative rating outlook on TwentyEighty reflects the company's higher probability of a payment default or a distressed debt restructuring. S&P could lower its corporate credit rating on TwentyEighty if the company doesn't pay its interest or principal payments on time and in full, if it files for Chapter 11 bankruptcy protection, or if it undertakes a debt restructuring that we consider distressed. S&P may raise the rating if the company strengthens its liquidity profile and improve its capital structure such that S&P no longer believes it is vulnerable to nonpayment of its financial obligations. This scenario would likely require an infusion of new equity. TWIN RINKS: The Gulls Wants Sale Order Compliance ------------------------------------------------- The Gulls Amateur Hockey Association submitted to the U.S. Bankruptcy Court for the Eastern District of New York, its reply memorandum in support of its motion asking the Court to compel compliance with the Court's Sale Order. The Gulls Amateur Hockey Association is a party to a License Agreement assumed by Twin Rinks Acquisition Company LLC ("TR Acquisition") pursuant to an Asset Purchase Agreement between TR Acquisition and Debtor Twin Rinks at Eisenhower, LLC, that was approved by the Court in its Sale Order. "TR Acquisition's position, that they are not obligated to perform under the agreement and provide any ice time to the Gulls, is a tad disingenuous and effectively renders the License Agreement a non-executory contract. That position cannot be reconciled with the fact that TR Acquisition chose to assume the License Agreement. Rather, the parties contemplated five years of ice time for the Gulls during at least the hours provided in Exhibit 1-A to the agreement, subject to the parties' right to discuss any additional ice time on an annual basis. The fact that the License Agreement provides that the Gulls were to establish Twin Rinks as its 'Home Ice' underscores the five year term and executory nature of the contract. What is really happening here is a bait and switch: TR Acquisition assured this Court and the public that it would continue to make ice time available for the Long Island youth hockey leagues, but changed its mind and wants to get out of the agreement because the Gulls refused TR Acquisition's demand that control of the Gulls be turned over to TR Acquisition in order for the Gulls to continue to have ice time. In light of TR Acquisition's breach of the implied covenant of good faith and fair dealing, the Gulls are seeking the equitable remedy of specific enforcement of the Sale Order and specific performance of the License Agreement. Absent that relief, the Gulls youth hockey program cannot continue. TR Acquisition is keenly aware of that fact. Contrary to TR Acquisition's assertion, the Gulls are not seeking injunctive relief," the Gulls Amateur Hockey Association avers. The Gulls Amateur Hockey Association is represented by: John Westerman, Esq. Philip J. Campisi, Jr., Esq. Jeffrey M. Greilsheimer, Esq. WESTERMAN BALL EDERER MILLER ZUCKER & SHARFSTEIN, LLP 1201 RXR Plaza Uniondale, NY 11556 Telephone: (516)622-9200 Facsimile: (516)622-0679 E-mail: jwesterman@westermanllp.com pcampisi@westermanllp.com jgreilsheimer@westermanllp.com About Twin Rinks at Eisenhower Twin Rinks At Eisenhower, LLC, an East Meadow, New York-based ice skating rink operator and entertainment business, sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 15 72466) on June 8, 2015, with plans to sell its business and its assets as a going concern. The Debtor disclosed $52.4 million in assets and $55.2 million in debt as of May 25, 2015. The Debtor tapped Jones & Schwartz, P.C., as counsel, and Greenspan Associates, CPAs, as accountants. UCI INTERNATIONAL: Hires Garden City as Claims & Noticing Agent --------------------------------------------------------------- UCI International, LLC, et al., seek permission from the U.S. Bankruptcy Court for the District of Delaware to appoint Garden City Group, LLC, as the claims and noticing agent in the Debtors' Chapter 11 cases, effective nunc pro tunc to the Petition Date. GCG will: a. prepare and serve required notices and documents in these Chapter 11 cases in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtors and the Court, including (i) notice of the commencement of these Chapter 11 cases and the initial meeting of creditors under Bankruptcy Code Section 341(a), (ii) notice of any claims bar date, (iii) notices of transfers of claims, (iv) notices of objections to claims and objections to transfers of claims, (v) notices of any hearings on a disclosure statement and confirmation of the Debtors' plan or plans of reorganization, including under Bankruptcy Rule 3017(d), (vi) notice of the effective date of any plan, and (vii) all other notices, orders, pleadings, publications and other documents as the Debtors or Court may deem necessary or appropriate for an orderly administration of these Chapter 11 cases; b. maintain an official copy of the Debtors' schedules of assets and liabilities and statements of financial affairs, listing the Debtors' known creditors and any amounts owed; c. maintain (i) a list of all potential creditors, equity holders and other parties-in-interest; and (ii) a core mailing list consisting of all parties described in Bankruptcy Rule 2002(i), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update and make said lists available upon request by a party in interest or the Clerk; d. furnish a notice to all potential creditors of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after notice and form are approved by the Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of information (or the lack thereof, in cases where the Schedules indicate no debt due to the subject party) on a customized proof of claim form provided to potential creditors; e. maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; f. for all notices, motions, orders or other pleadings or documents served, prepare and file or caused to be filed with the Clerk an affidavit or certificate of service within seven business days of service which includes (i) either a copy of the notice served or the docket numbers(s) and title(s) of the pleading(s) served, (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (iii) the manner of service, and (iv) the date served; g. process all proofs of claim received, including those received by the Clerk, check said processing for accuracy, and maintain the original proofs of claim in a secure area; h. maintain the official claims register for each Debtor on behalf of the Clerk; upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Registers; and specify in the Claims Registers this information for each claim docketed: (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, who filed the claim, (iv) the amount asserted, (v) the asserted classification(s) of the claim, (vi) the applicable Debtor, and (vii) any disposition of the claim; i. implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; j. record all transfers of claims and provide any notices of transfers as required by Bankruptcy Rule 3001(e); provided, however, that if any evidence of transfer of claim(s) is filed with the Court pursuant to Bankruptcy Rule 3001(e), and if the evidence of transfer or notice thereof executed by the parties purports to waive the 21- day notice and objection period required under Bankruptcy Rule 3001(e), then GCG may process the transfer of claim(s) to change the name and address of the claimant of the claim to reflect the transfer, and the effective date of the transfer will be the date the evidence of the transfer was docketed in the case; k. relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of GCG, not less than weekly; l. upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the Claims Registers for the Clerk's review; m. monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and changes to the Claims Registers and any service or mailing lists, including to identify and eliminate duplicative names and addresses from the lists; n. identify and correct any incomplete or incorrect addresses in any mailing or service lists; o. assist in the dissemination of information to the public and respond to requests for administrative information regarding these Chapter 11 cases as directed by the Debtors or the Court, including through the use of a case website and call center; p. if these Chapter 11 cases are converted to Chapter 7 of the Bankruptcy Code, contact the Clerk's office within three days of the notice to GCG of entry of the order converting the cases; q. thirty days prior to the close of these Chapter 11 cases, to the extent practicable, request that the Debtors submit to the Court a proposed order dismissing GCG and terminating its services in such capacity upon completion of its duties and responsibilities and upon the closing of these Chapter 11 cases; r. within seven days of notice to GCG of entry of an order closing these Chapter 11 cases, provide to the Court the final version of the Claims Registers as of the date immediately before the close of the cases; s. at the close of these Chapter 11 cases, box and transport all original documents, in proper format, as provided by the Clerk's office, to (i) the Federal Archives Record Administration, located at Central Plains Region, 200 Space Center Drive, Lee's Summit, MO 64064 or (ii) any other location requested by the Clerk's office; and t. provide other related claims and noticing services as the Debtors may require in connection with these Chapter 11 cases. Before the Petition Date, the Debtors provided GCG a retainer in the amount of $90,000. GCG seeks to first apply the retainer to all prepetition invoices, and thereafter, to hold the balance of the retainer as security of payment of GCG's final invoice for services rendered and expenses incurred in performing the Claims and Noticing Services. Craig E. Johnson, Assistant Vice President, Operations of GCG, assures the Court that GCG is a disinterested person as that term is defined in Bankruptcy Code Section 101(14). GCG represents, among other things, that: (a) it will not consider itself employed by the U.S. government and shall not seek any compensation from the U.S. government in its capacity as Claims and Noticing Agent; (b) by accepting employment in these Chapter 11 Cases, GCG waives any right to receive compensation from the U.S. government; (c) in its capacity as Claims and Noticing Agent, GCG will not be an agent of the U.S. and will not act on behalf of the U.S.; and (d) GCG will not employ any past or present employees of the Debtors in connection with its work as Claims and Noticing Agent. GCG will be paid at these hourly rates: Administrative, Mailroom and Claims Control $45-$55 Project Administrators $70-$85 Project Supervisors $95-$110 Graphic Support & Technology Staff $100-$200 Project Managers and Senior Project Managers $125-$175 Directors and Asst. Vice Presidents $200-$295 Vice Presidents and above $295 GCG can be reached at: Craig E. Johnson Garden City Group, LLC New York - Headquarters 1985 Marcus Avenue Lake Success, NY 11042 Tel: (800) 327-3664 (631) 470-1866 E-mail: craig.johnson@gardencitygroup.com About UCI International UCI International, LLC, headquartered in Lake Forest, Illinois, designs, manufactures, and distributes vehicle replacement parts, including a broad range of filtration, fuel delivery systems, and cooling systems products in the automotive, trucking, marine, mining, construction, agricultural, and industrial vehicles markets. UCI and its affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 16-11355) on June 1, 2016. The Debtors are represented by lawyers at Sidley Austin LLP. Alvarez & Marsal provides the company with financial advice and Moelis & Company LLC is the Debtors' investment banker. Garden City Group serves as the Debtors' Claims Agent. Wilmington Trust is the Indenture Trustee for a $400-million issue of 8.625% Senior Notes Due 2019. ULTRA PETROLEUM: Asks Court to OK Senior Executives Incentives -------------------------------------------------------------- Ultra Petroleum Corp., et al., ask the U.S. Bankruptcy Court to approve a key employee incentive compensation program for Senior Executives projecting a total quarterly award of approximately $2,132,015. According to the Debtors, the incentives are (a) consistent with the Debtors' historical compensation practices and philosophy, but tailored to the Debtors' unique status as a Chapter 11 debtor-in-possession, (b) consistent with industry standards, (c) compliant with the Bankruptcy Code; and, most importantly, (d) designed to continue driving the Debtors' operational excellence for the benefit of all stakeholders. The Incentive Plan, the Debtors tell the Court, is an ordinary-course continuation of prepetition compensation practices that constitutes a sound exercise of the Debtors' business judgment and is in the best interests of the Debtors' estates. Without the Incentive Plan, the Senior Executives would earn substantially below-market level compensation -- below even the 10th percentile in the Debtors' peer group industry -- despite the Debtors' consistent top-tier operational performance, the Debtors assert. The Debtors add that the Incentive Plan complies with the requirements of section 503(b) and (c) of the Bankruptcy Code. The Incentive Plan's performance metrics are "stretch" goals that are primarily incentivizing and are tied to operational performance objectives that are directly aligned with the ultimate interests of all stakeholders, the Debtors say. The Senior Executives and their quarterly award opportunities can be summarized as follows: Chairman, President, & Chief Executive Officer $832,500 Chief Financial Officer $399,250 Senior Vice President of Operations $294,250 Vice President of Drilling & Completions $163,000 Vice President of Development $217,635 Vice President & General Counsel $225,380 The Debtors ask the Court to convene a hearing on June 23, 2016, to consider approval of the motion. Proposed Counsel to the Debtors and Debtors in Possession: Patricia B. Tomasco, Esq. Jennifer F. Wertz, Esq. JACKSON WALKER, L.L.P. 100 Congress Avenue, Suite 1100 Austin, Texas 78701 Telephone: (512) 236-2000 Facsimile: (512) 236-2002 Email: ptomasco@jw.com jwertz@jw.com -- and -- Bruce J. Ruzinsky, Esq. Matthew D. Cavenaugh, Esq. JACKSON WALKER, L.L.P. 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 Email: mcavenaugh@jw.com bruzinsky@jw.com -- and -- James H.M. Sprayregen, P.C. David R. Seligman, P.C. Michael B. Slade, Esq. Gregory F. Pesce, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: james.sprayregen@kirkland.com david.seligman@kirkland.com michael.slade@kirkland.com gregory.pesce@kirkland.com -- and -- Christopher T. Greco, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: christopher.greco@kirkland.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: Bondholders Wary of Intercompany Transfers ----------------------------------------------------------- The Senior Creditor Committee of Unsecured Creditors of Ultra Petroleum Corp., et al., filed with the U.S. Bankruptcy Court for the Southern District of Texas its objection regarding certain matters scheduled for the second day hearing in the Chapter 11 case on June 13, 2016. The Senior Creditor Committee is comprised of senior unsecured creditors of Ultra Resources that collectively hold, control, or otherwise have discretionary authority over a substantial portion of Ultra Resources' funded indebtedness arising under or in connection with (i) senior notes issued under a Master Note Purchase Agreement dated as of March 6, 2008 among Ultra Resources, as issuer, and the purchasers party thereto from time to time. To properly protect Ultra Resources's structurally senior creditors, the Senior Creditor Committee submits that the Court should require the Debtors to develop and commit to a multi-week budget that clearly specifies what intercompany transactions the Debtors expect Ultra Resources to engage in and what benefits Ultra Resources is expected to receive from such transactions. Further, the Court should not authorize any intercompany transfers of any kind from Ultra Resources to either of the Holdcos or any payment by Ultra Resources of a prepetition claim against a Holdco unless: (i) the Debtors provide a legitimate business justification for each transfer or payment, and demonstrate how each transfer or payment benefits Ultra Resources and its stakeholders, (ii) the Court grants Ultra Resources super priority liens on all assets of the applicable Holdco(s) pursuant to section 364(c) and (d) of the Bankruptcy Code as security for any intercompany receivable that would be created in favor of Ultra Resources, and (iii) each applicable Holdco can credibly demonstrate that it has and will have the ability to compensate Ultra Resources in cash for all such transfers or payments. To do otherwise would be to have Ultra Resources, its estates and its stakeholders unjustifiably subsidizing the Holdcos. The Senior Creditor Committee also submits that the Court should condition its approval of the Retention Applications and the Compensation Procedures Motion on the Debtors' liability for only those professional fees and expenses that are incurred for their respective benefit, rather than joint and several liability for all professional fees and expenses incurred for any purpose. The Court should also (i) require the Debtors to obtain approval of and implement a reasonable mechanism for allocating professional fees and expenses among the several Debtors, and (ii) provide that Ultra Resources cannot satisfy (directly or indirectly) any fees and expenses that are allocable to a Holdco unless such Holdco demonstrates that it will be able to fully reimburse Ultra Resources in cash for the amount that will be paid by Ultra Resources on the Holdco's behalf. 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. UNCLE MUNCHIES: Taps Spence Law Office as Legal Counsel ------------------------------------------------------- Uncle Munchies, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Spence Law Office, P.C. as its legal counsel. Uncle Munchies tapped the firm to: (a) give advice about its power and responsibility as a debtor-in-possession; (b) attend creditors' meetings and section 341 hearings; (c) negotiate with creditors in formulating a plan of reorganization and to take the necessary legal steps in order to institute plans of reorganization; (d) aid the Debtor in the preparation and drafting of disclosure statement; (e) prepare legal papers; and (f) appear before the court and represent the Debtor in all matters pending before the court. The firm's professionals and their hourly rates are: Partners $400 Associates $225 - 275 Paralegals $100 Spence Law Office received a retainer in the amount of $17,000 prior to the Debtor's bankruptcy filing. The retainer includes the filing fee for the case. Robert Spence, principal of Spence Law Office, disclosed in a court filing that the firm does not represent any interest adverse to the Debtor or its estate. The firm can be reached through: Robert J. Spence Spence Law Office, PC 55 Lumber Road, Suite 5 Roslyn, NY 11576 Tel: (516) 336-2060 Fax: (516) 605-2084 About Uncle Munchies Uncle Munchies, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-72001) on May 4, 2016. US FOODS: Moody's Raises CFR to B1, Outlook Stable -------------------------------------------------- Moody's Investors Service upgraded the Corporate Family rating of US Foods, Inc. to B1, and assigned a stable outlook. This concludes the review for upgrade that commenced on June 3, 2016. "The rating actions recognize that in addition to utilizing virtually all of the proceeds from its IPO to permanently reduce debt by about $1 billion, resulting in a reduction in leverage of over 1 turn to below 6 times, the company is also proceeding rapidly with other capital structure initiatives that we believe will provide improved liquidity and increased financial flexibility going forward," stated Moody's Vice President Charlie O'Shea. "We believe these steps, in combination with US Foods' operating initiatives, will result in leverage dropping to under 5 times in the fairly near future, and we note interest coverage will be over 2 times as well." Upgrades: Issuer: US Foods, Inc. Probability of Default Rating, Upgraded to B1-PD from B2-PD Corporate Family Rating, Upgraded to B1 from B2 Outlook Actions: Issuer: US Foods, Inc. Outlook, Changed To Stable From Rating Under Review Confirmations: Issuer: US Foods, Inc. Senior Secured Bank Credit Facility, Confirmed at B2(LGD4) Senior Unsecured Regular Bond/Debenture, Confirmed at Caa1(LGD6) Affirmations: Issuer: US Foods, Inc. Speculative Grade Liquidity Rating, Affirmed SGL-2 Assignments: Issuer: US Foods, Inc. Senior Secured Bank Credit Facility, Assigned B1(LGD4) Senior Unsecured Regular Bond/Debenture, Assigned B3(LGD6) RATINGS RATIONALE The B1 rating reflects the company's improved capital structure, liquidity, and credit metrics due to the proposed permanent reduction in debt resulting from the IPO, as well as the various other capital structure initiatives being undertaken over the next several weeks. The rating also reflects our assumption that following the one-shot reduction in debt resulting from the approximately $1 billion permanent debt reduction that will occur via the IPO proceeds, metrics will continue to show only modest incremental improvement over the next 12 months. Positive ratings consideration is given to the company's sound execution ability and its formidable market position, with a solid and defensible number two share behind market leader Sysco, balanced by the increasingly competitive environment led by specialized niche operators such as Performance Food Group and Restaurant Depot. In addition, ratings are predicated on the company continuing to smoothly-transitioning back into an independent company following 18+ months of operating as if it were being acquired and then integrated by Sysco. The stable outlook reflects our view that US Foods will continue to improve its operating performance over the next 12-18 months. Quantitatively, an upgrade could occur if debt/EBITDA is sustained below 4.5 times, EBITA/interest remains above 2.75 times, and financial policy remains tempered. In the event operating performance declines, financial policy turns more aggressive, or if the company's overall liquidity profile deteriorates ratings could be downgraded. Quantitatively, if debt/EBITDA begins trending towards 6 times, or if EBITA/interest approached 1.5 times, ratings could be downgraded. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in December 2015. US Foods, Inc. is a leading North American food service marketing and distribution company, with annual revenues of around $23 billion. US FOODS: S&P Assigns 'B' Rating on Proposed $500MM Sr. Notes ------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue rating to Rosemont, Ill.-based US Foods Inc.'s proposed $500 million senior unsecured notes due 2024. The recovery rating on the notes is '5', indicating that creditors could expect modest (10% to 30%, in the upper half of the range) recovery in the event of a payment default. The rating incorporates S&P's assumption that US Foods will complete its recently announced refinancing plan on substantially the terms presented to S&P. This includes refinancing the existing $2.1 billion term loan B due 2019, repaying the $1.35 billion senior unsecured notes due 2019, and, later this summer, the defeasance of the $472 million commercial mortgage-backed security (CMBS; unrated) facility due 2017. S&P expects the company to complete the refinancing plan with funds from the proposed $500 million senior unsecured notes, the proposed $2.3 billion term loan B, and the recently completed initial public offering. Compared to the existing capital structure, the improved recovery prospects for senior unsecured obligations ('5' as opposed to '6')--including the proposed $500 million notes--incorporate the planned defeasance of the CMBS facility. This will result in meaningful real estate asset value available to general creditors of the group in the event of a bankruptcy since S&P believes these assets will not initially be pledged to any specific obligation. However, S&P believes US Foods will retain the ability to issue new priority CMBS debt backed by these assets in the future. S&P could lower the issue and recovery ratings on the proposed senior unsecured notes and the proposed secured term loan B if this happens. All other ratings on the company, including the 'B+' corporate credit rating, are unchanged. The outlook is positive. S&P expects to withdraw its ratings on the company's existing term loan and senior unsecured notes upon completion of the proposed refinancing. Pro forma for the proposed transactions, total reported debt outstanding is about $4 billion. S&P's ratings on US Foods reflect the company's solid number two position in the highly competitive and fragmented foodservice distribution industry; its low, albeit stable, profit margins; and its substantial scale. S&P also incorporates the company's continued financial sponsor ownership and still-high debt load into the ratings, notwithstanding improvement resulting from the IPO. Based on S&P's assumptions, it forecasts debt to EBITDA will improve to between 4.5x-5.0x, funds from operations to debt will reach the low teens, and EBITDA interest coverage will exceed 4x over the next 12-18 months. This compares to about 5.8x, 12%, and 3.5x, respectively, pro forma for the transactions. RATINGS LIST US Foods Inc. Corporate credit rating B+/Positive/-- Ratings Assigned US Foods Inc. Senior unsecured $500 mil. notes due 2024 B Recovery rating 5H VANGUARD HEALTHCARE: To Continue Discount and Refund Programs ------------------------------------------------------------- Vanguard Healthcare, LLC, and its affiliated debtors ask the U.S. Bankruptcy Court for the Middle District of Tennessee, Nashville Division, for authorization to continue their ordinary course prepetition patient programs and to honor prepetition refund obligations to their patients in connection with the prepetition patient programs. The Debtors own and operate long-term care facilities that provide rehabilitation and skilled-nursing for patients recovering from surgery, illness or injury. The Debtors provide certain programs for patients while in the Debtors' care ("Patient Programs"). "In the ordinary course of the Debtors' businesses, the Debtors accept prepayment for their services. In some instances, the Debtors offer discounts on services that are paid in advance... The Discount Program encourages patients to pay in advance for services and assists the Debtors cash flow and budgeting. The Debtors desire to maintain the Discount Program during these Chapter 11 Cases on the same terms as prior to the Petition Date... In addition to the Discount Program, the Debtors may receive deposits or prepayments for services from patients, their social security, or their insurers. These payments, and the Debtor's ordinary billing practices, may result in credit balances owing to patients or their insurers... The Patient Refunds are customary in the Debtors' industry and necessary to maintain ongoing relationships with patients and third party payers. Without limitation, the majority of the Debtors' patients have fixed incomes and the failure to pay Patient Refunds will cause disproportionate harm to such patients. As of the Petition Date, the Debtors have at least 100 patients that are due refunds in the total amount of approximately $130,000," the Debtors aver. The Debtors' Motion is scheduled for hearing on July 5, 2016 at 9:00 a.m. The deadline for the filing of objections to the Debtors' Motion is set on June 24, 2016. Vanguard Healthcare and its affiliated debtors are represented by: William L. Norton, Esq. James B. Bailey, Esq. BRADLEY 1600 Division St., Suite 700 Nashville, TN 37203 Telephone: (615) 252-2397 Facsimile: (615) 252-6397 E-mail: bnorton@bradley.com jbailey@bradley.com About Vanguard Healthcare Vanguard is a long-term care provider headquartered in Brentwood, Tennessee, providing rehabilitation and skilled nursing services at 14 facilities in four states (Florida, Mississippi, Tennessee and West Virginia). Vanguard Healthcare, LLC, and 17 of its subsidiaries each filed a Chapter 11 bankruptcy petition (Bankr. M.D Tenn. Proposed Lead Case No. 16-03296) on May 6, 2016. The petitions were signed by William D. Orand as chief executive officer. The Debtors estimated assets in the range of $100 million to $500 million and liabilities of up to $100 million. The Debtors have hired Bradley Arant Boult Cummings LLP as counsel and BMC Group as noticing agent. Judge Randal S. Mashburn has been assigned to the cases. VANGUARD HEALTHCARE: US Trustee Appoints Laura Brown as PCO ----------------------------------------------------------- The United States Trustee for Region 8 has appointed Laura E. Brown as Patient Care Ombudsman for Vanguard Healthcare, LLC. Ms. Brown can be contacted at: Laura E. Brown, J.D. State Long-Term Care Ombudsman TN Commission on Aging and Disability 502 Deaderick Street, Andrew Jackson Building Nashville, TN 37243-0860 Tel: (615) 253-4392 Fax: (615) 741-3309 E-mail: laura.brown@tn.gov About Vanguard Healthcare Vanguard is a long-term care provider headquartered in Brentwood, Tennessee, providing rehabilitation and skilled nursing services at 14 facilities in four states (Florida, Mississippi, Tennessee and West Virginia). Vanguard Healthcare, LLC and 17 of its subsidiaries each filed a Chapter 11 bankruptcy petition (Bankr. M.D Tenn. Proposed Lead Case No. 16-03296) on May 6, 2016. The petitions were signed by William D. Orand as chief executive officer. The Debtors estimated asets in the range of $100 million to $500 million and liabilities of up to $100 million. The Debtors have hired Bradley Arant Boult Cummings LLP as counsel and BMC Group as noticing agent. Judge Randal S. Mashburn has been assigned the cases. VEGAS MANAGEMENT: LV Liquor Wants Cash Collateral Use to Stop ------------------------------------------------------------- LV Liquor, LLC -- as successor in interest to Gandy Noteholder, LLC, as successor in interest to Florida Community Bank f/k/a Premier American Bank, National Association, successor in interest to the Federal Deposit Insurance Corporation, as receiver for Cortez Community Bank -- wants Vegas Management, LLC, to stop using cash collateral pledged to secure repayment of a prepetition obligation. LV whines that Vegas filed its chapter 11 petition one day prior to a scheduled foreclosure sale to satisfy judgments totalling more than $1.9 million. LV tells the Court that its collateral is being dissipated because: (A) the Debtor's tangible personal property taxes are significantly delinquent; (B) the Debtor owes more than a million dollars for state sales taxes; (C) the Debtor has no general liability insurance with respect to its sensitive business involving a liquor store and a strip club where significant injuries have previously occurred and are believed ongoing; (D) the owner of the business, James Lowy, is a lawyer suspended from practice for mishandling disbursements from his trust account related to the Lou Pearlman Ponzi scheme cases; (E) prior to the Petition Date, Mr. Lowy was paying himself $10,000 per month from the assets of the Debtor, which he was characterizing as "loan repayment" though he cannot really detail whether his loans to the company were ever documented; (F) in April 2016, Mr. Lowy testified at deposition about the Debtor's liquor inventory and LV sees problems; and (G) the Debtor was "state listed" by the State of Florida on their liquor license many times over the past years because it was unable to pay outstanding balances for inventory. LV is represented by: John W. Landkammer, Esq. John A. Anthony, Esq. Anthony & Partners, LLC 201 N. Franklin Street, Suite 2800 Tampa, FL 33602 Telephone: 813/273-5616 E-mail: jlandkammer@anthonyandpartners.com janthony@anthonyandpartners.com About Vegas Management Vegas Management, LLC dba Vegas Showgirls, dba Spirits 365, dba Rocket Bar, based in Redington Beach, Fla., filed a chapter 11 petition (Bankr. M.D. Fla. Case No. 16-04856) on June 3, 2016, and is represented by Joel S. Treuhaft, Esq., at Palm Harbor Law Group, P.A. In its petition, the Debtor estimated $1 million to $10 million in assets and liabilities. VERSO CORPORATION: Wants New IPFS Premium Financing Agreement ------------------------------------------------------------- Verso Corporation and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to authorize their entry into a new Insurance Premium Financing Agreement with IPFS Corporation. The Debtors relate that they maintain approximately 33 insurance policies that protect against operational risk inherent in the Debtors' business and provide coverage in compliance with various state and local laws. The Debtors further relate that the annual premiums due under these insurance policies total approximately $9.8 million. The Debtors believe that, where feasible, it is economically beneficial to finance these premiums rather than pay them in a lump-sum. The Debtors tell the Court that before the Petition Date, they financed approximately $8 million of insurance premiums and related fees for 18 of their insurance policies under their existing premium financing program with IPFS, which is set to expire on May 31, 2016. "Before filing this motion, the Debtors engaged with various providers of insurance premium financing to negotiate a new premium financing program. Subsequently, the Debtors determined that IPFS offered the most advantageous terms for such financing and negotiated a new premium financing agreement with IPFS to finance approximately $6 million of premiums... The Agreement requires the Debtors to make an initial down payment of $2,004,643, followed by eight monthly payments in the amount of $505,561 due on the 30th of each month... The annual percentage rate at which interest accrues under the Agreement is 2.89%... The Debtors' obligations under the Agreement are secured by all unearned or return premiums and dividends that may become payable under the policies identified in the Agreement and loss payments to the extent such loss payments reduce the unearned premiums (subject to any mortgage or loss payee interest). If the Debtors default on their payment obligations under the Agreement, IPFS may cancel the insurance policies identified in the Agreement and apply to the Debtors' account the unearned or return premiums and dividends and, subject to the rights of mortgagees or other loss payees, any loss payments that reduce the unearned premiums," the Debtors aver. The Debtors' Motion is scheduled for hearing on June 20, 2016, at 3:00 p.m. The deadline for the filing of objections to the Debtors' Motion is set on June 13, 2016 at 4:00 p.m. Verso Corporation and its affiliated debtors represented by: Mark D. Collins, Esq. Michael J. Merchant, Esq. Amanda R. Steele, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Telephone: (302)651-7700 Facsimile: (302)651-7701 E-mail: collins@rlf.com merchant@rlf.com - and - George A. Davis, Esq. Peter Friedman, Esq. Andrew M. Parlen, Esq. Diana Perez, Esq. O'MELVENY & MYERS LLP Times Square Tower Seven Times Square New York, NY 10036 Telephone: (212)326-2000 Facsimile: (212)326-2061 E-mail: gdavis@omm.com pfriedman@omm.com aparlen@omm.com dperez@omm.com 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: Valencia Has $453M Credit Bid for Assets --------------------------------------------------------------- Vertellus Specialties, Inc., and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to enter an order approving the sale substantially all of its assets to Valencia Bidco, LLC for a credit bid of $453,835,616 subject to competitive bidding. The Debtors are now a global leading provider of specialty chemicals for the agriculture, nutrition, pharmaceutical, fine chemicals, medical, personal care, plastics, coatings and many other industrial markets. Although certain of the Debtors' operations remain strong and their overall revenue growth continues to increase year over year, the Debtors have fallen victim to certain macroeconomic forces recently afflicting the chemical manufacturing industry. These, and other headwinds, led the Debtors and their financial and legal advisors to explore a number of cost-saving and restructuring actions to address the rapid changes in the competitive economic environment and to manage their prepetition liabilities. In doing so, and after careful evaluation and further negotiations with the Debtors' primary stakeholders, including the Debtors' prepetition term loan administrative agent and collateral agent, Wilmington Trust, an ad hoc group of the prepetition term lenders, PNC Bank, National Association as asset-based loan administrative and collateral agent and the prepetition asset-based lenders, it was determined that the structure and financial support through the $110 million in debtor-in-possession financing provided by the Prepetition Term Lenders and Prepetition Term Agent would provide the Debtors with the liquidity required to operate their businesses. Moreover, the Prepetition Term Lenders' ability to consummate the purchase of substantially all of the Debtors' assets presented the best option for the Debtors to maximize the value of their assets and, ultimately, provide the highest possible recovery to creditors, while protecting jobs and minimizing the impact to the substantial majority of the Debtors' vendors and customers. Valencia Bidco LLC is a special purpose entity established to hold and bid the secured claims of the Prepetition Term Lenders under the Credit Agreement by and among Vertellus Specialties Inc., as borrower, VSI Holdings, as a loan party and Vertellus Agriculture & Nutrition Specialties LLC, Vertellus Health & Specialty Products LLC, Vertellus Performance Materials Inc., Vertellus Specialties PA LLC, Vertellus Specialties MI LLC, Rutherford Chemicals LLC, Tibbs Avenue Company and Solar Aluminum Technology Services (d/b/a S.A.L.T.S.), each as subsidiary guarantors, Wilmington Trust, as successor administrative agent and collateral agent and the lenders from time to time party thereto (as subsequently amended, restated or supplemented from time to time, the "Term Loan Agreement") and the Debtor-In-Possession Credit Agreement evidencing the DIP Facility (the "DIP Credit Agreement"). The Stalking Horse Purchaser, in making the offer, has relied upon the agreement by the Debtors to seek the Court's approval of reimbursement of the Stalking Horse Purchaser's reasonable fees, costs and expenses incurred in connection with the negotiation of the Stalking Horse Agreement and the transactions contemplated thereby through the date of termination (the "Expense Reimbursement") and a break-up fee of 3.0% of the Stalking Horse Purchase Price. In order to ensure that the Debtors receive the maximum value for the Purchased Assets, the Stalking Horse Agreement is subject to higher or better offers, and, as such, the Stalking Horse Agreement will serve as the "stalking-horse" bid for the Purchased Assets. The Debtors propose this timeline: a) Entry of Bidding Procedures Order: June 27, 2016 b) Assumption/Assignment and Cure Objection Deadline: Aug. 8, 2016 c) Sale Objection Deadline: Aug. 12, 2016 d) Bid Deadline: Aug. 15, 2016 e) Auction Date: Aug. 18, 2016 f) Sale Hearing: Aug. 23, 2016 The Debtors ask the Court to schedule a hearing to approve the sale of the Purchased Assets on or before Aug. 23, 2016. Proposed Counsel to the Debtors are: Stuart M. Brown Kaitlin M. Edelman DLA PIPER LLP (US) 1201 North Market Street, Suite 2100 Wilmington, Delaware 19801 Telephone: (302) 468-5700 Facsimile: (302) 394-2341 E-mail: stuart.brown@dlapiper.com kaitlin.edelman@dlapiper.com - and - Richard A. Chesley Daniel M. Simon David E. Avraham DLA PIPER LLP (US) 203 N. LaSalle Street, Suite 1900 Chicago, Illinois 60601 Telephone: (312) 368-4000 Facsimile: (312) 236-7516 E-mail: richard.chesley@dlapiper.com daniel.simon@dlapiper.com david.avraham@dlapiper.com About Vertellus Vertellus -- http://www.VSRestructuring.com/-- is a global specialty chemicals company focused on the manufacture of ingredients used in pharmaceuticals, personal care, nutrition, agriculture, and a host of other market areas affected by trends favoring "green" technologies and chemistries. Headquartered in Indianapolis, Indiana, Vertellus Specialties Inc. (Bankr. D. Del. Case No. 16-11290) and affiliates Vertellus Specialties Holdings Corp. (Bankr. D. Del. Case No. 16-11289), Vertellus Agriculture and Nutrition Specialties LL (Bankr. D. Del. Case No. 16-11291), Tibbs Avenue Company (Bankr. D. Del. Case No. 16-11292), Vertellus Specialties PA LLC (Bankr. D. Del. Case No. 16-11293), Vertellus Health & Specialty Products LLC (Bankr. D. Del. Case No. 16-11294), Vertellus Specialties MI LLC (Bankr. D. Del. Case No. 16-11295), Vertellus Performance Materials Inc. (Bankr. D. Del. Case No. 16-11296), Rutherford Chemicals LLC (Bankr. D. Del. Case No. 16-11297), Solar Aluminum Technology Services (Bankr. D. Del. Case No. 16-11298), and MRM Toluic Company, Inc. (Bankr. D. Del. Case No. 16-11299) filed separate Chapter 11 bankruptcy petitions on May 31, 2016. Judge Christopher S. Sontchi presides over the case. Stuart M. Brown, Esq., Kaitlin M. Edelman, Esq., Richard A. Chesley, Esq., Daniel M. Simon, Esq., and David E. Avraham, Esq., at DLA Piper LLP (US) serve as the Debtors' bankruptcy counsel. Jefferies LLC is the Debtors' investment banker. Andrew Hinkelman at FTI Consulting, Inc., is the Debtors' chief restructuring officer. Kurtzman Carson Consultants is the Debtors' claims and noticing agent. The Debtors estimated their assets at between $100 million and $500 million and debts at between $500 million and $1 billion. The petitions were signed by Anne Frye, vice president, secretary and general counsel. VESTIS RETAIL: Hearing on Sale to Versa Unit on June 20 ------------------------------------------------------- Vestis Retail Group, LLC and its affiliates announced that a sale hearing is set for June 20, 2016 at 10:00 a.m. (ET) before the Honorable Laurie Selber Silverstein, in Courtroom 2 of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 6th Floor, Wilmington, Delaware 19801. The sale objection deadline is June 15, 2016 at 4:00 p.m. (ET). The Debtors on April 18, 2016, filed a motion to sell assets to Vestis BSI Funding II, LLC, subject to higher and better offers. Vestis BSI Funding, as stalking horse bidder, has agreed to acquire substantially all of the Debtors' assets as a going concern, subject to the terms and conditions of an Asset Purchase Agreement dated April 17, 2016, for a purchase price comprising of cash equal to $1,500,000, a credit bid of $35,000,000, and the pay off of all outstanding DIP obligations. The buyer is affiliated with Versa Capital Management, LLC, the Debtors' current equity sponsor. On June 1, 2016, the Court entered an order approving the Debtors' entry into the APA with Vestis BSI Funding. Prior to the originally-contemplated auction, Vestis BSI Funding was declared the successful bidder and the auction was cancelled, and the Debtors are now proceeding to seek approval of the sale to Vestis BSI. Counsel for the Debtors: Robert S. Brady, Esq. Robert F. Poppiti, Jr., Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square, 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-5039 Facsimile: (302) 571-1253 E-mail: rbrady@ycst.com rpoppiti@ycst.com - and - Michael L. Tuchin, Esq. Lee R. Bogdanoff, Esq. David M. Guess, Esq. Martin N. Kostov, Esq. KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 Avenue of the Stars, 39th Floor Los Angeles, California 90067 Telephone: (310) 407-4000 Facsimile: (310) 407-9090 E-mail: mtuchin@ktbslaw.com lbogdanoff@ktbslaw.com dguess@ktbslaw.com mkostov@ktbslaw.com About Vestis Retail Group Vestis Retail Group and eight of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10971) on April 18, 2016. The Debtors estimated assets in the range of $0 to $50,000 and debts of $100 million to $500 million. The petitions were signed by Thomas A. Kennedy as secretary. Headquartered in Meriden, Connecticut, Vestis Retail Group, LLC, et al., operate 144 retail stores, which are located in 15 states. Bob's Stores operates 36 stores throughout New England, New York, and New Jersey. Eastern Mountain Sports operates 61 stores, located primarily in the Northeastern states. Sport Chalet operates 47 stores throughout California, Arizona, and Nevada. Bob's Stores and EMS primarily operate stores located in the Northeastern states, while Sport Chalet's stores, which are currently being liquidated, are located in the Western states. Prior to the Petition Date, each of the three Debtor retailers operated an e-commerce site at, respectively, www.bobstores.com, www.sportchalet.com, and www.ems.com. In 2015, the Debtors collectively generated 5% of their total sales, or approximately $32 million, through e-commerce, according to Court documents. Judge Laurie Selber Silverstein is assigned to the cases. The Debtors have hired Young, Conaway, Stargatt & Taylor, LLP as their counsel, FTI Consulting, Inc. and Lincoln Partners Advisors LLC as their financial advisor and Kurtzman Carson Consultants, LLC as their claims and noticing agent. An official committee of unsecured creditors has been appointed in the cases. The Committee has tapped Cooley LLP as its lead counsel and Polsinelli as conflicts counsel. Zolfo Cooper, LLC serves as its bankruptcy consultant and financial advisor. VIAVI SOLUTIONS: Egan-Jones Cuts FC Sr. Unsec. Rating to B+ ----------------------------------------------------------- Egan-Jones Ratings Company lowered the foreign currency senior unsecured rating on debt issued by Viavi Solutions Inc. to B+ from BB- on May 18, 2016. Headquartered in Milpitas, California, Viavi Solutions Inc. engages in the network enablement, service enablement, and communications and commercial optical products businesses. VIKING CONSTRUCTORS: Taps David Plemons as Accountant, Bookkeeper ----------------------------------------------------------------- Viking Constructors, LLC, seeks authorization from the U.S. Bankruptcy Court for the District of Alaska to employ David Plemons, CPA, Inc., to provide bookkeeping and accounting services for the Debtor, including assisting with reports required to be filed in Chapter 11 bankruptcy cases, tax returns, income statements and balance sheets and projections to be included with the Debtor's disclosure statement, among other matters which may arise. David Plemons was owed fees of less than $13,000 as of the petition date and has agreed to waive those fees and costs. The Debtor notes the case is a very small Chapter 11 which has no practical alternate accounting firm to help it produce the information, reports and returns required of a Chapter 11 Debtor. David Plemons will be paid at these hourly rates: David Plemons, CPA $200 Rita McDaniels $100 David Plemons, CPA, assures the Court that he and his firm are disinterested persons in this case as defined by 11 U.S.C. Section 101(14)(A-C) of the Bankruptcy Code and hold no interest adverse to the estate in any manner. David Plemons can be reached at: David Plemons, CPA, Inc., 8207 Callaghan Rd Suite 150 San Antonio, TX 78230 Tel: (210) 615-9300 E-mail: carla@plemonscpa.com Website: http://www.plemonscpa.com About Viking Constructors Viking Constructors, LLC, sought protection under Chapter 11 of the Bankruptcy Code in the District of Alaska (Anchorage) (Case No. 16-00126) on May 2, 2016. The petition was signed by Ken Bozinoff, managing member. The Debtor is represented by Erik LeRoy, Esq., at Erik LeRoy, P.C. The case is assigned to Judge Elizabeth Magner. The Debtor disclosed total assets of $1.94 million and total debts of $526,157. VILLAGE INN: Amtal Buying Whittier, CA Property for $975K --------------------------------------------------------- Village Inn, LLC, asks the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, to approve the sale of its real property located at 7230-7234 Greenleaf Avenue, Whittier, California APN 8139-033-017 to Amtal Investments, LLC for $975,000, or such other person as may successfully overbid at the hearing. Amtal Investments has made an offer to purchase the Property for the sum of $975,000, with no loan contingency. The Property will be sold "as is, where is" with no warranties or representations of any kind whatsoever. A 60-day period for due diligence after the opening of escrow. Undisputed liens, if any, will be paid through escrow. A hearing for the sale motion is set for June 23, 2016 at 10:00 a.m. before the Honorable Julia W. Brand, U.S. Bankruptcy Judge, in Courtroom 1375, located at 255 East Temple Street, Los Angeles, CA. The Debtor explains that the proposed sale to a qualified buyer is in the best interest of the estate and its creditors, as it would extricate the Debtor from the pending State Court Receivership Action in the State Court and put an end to years of litigation between the Debtor, the City of Whittier, and the State Court Receiver. Such a sale would also then terminate the remaining need for the Debtor's Chapter 11 bankruptcy case. The Debtor proposes that it be authorized to pay the following additional amounts to the following entities through escrow: (1) Broker's commission to Coldwell Banker Commercial Alliance of 4.5% of the selling price, pursuant to the Order Approving the Debtor's employment of Coldwell Banker Commercial Alliance. (2) Reasonable Escrow, closing and recording costs, transfer taxes arising out of the sale of the Property, as well as costs of any title insurance endorsements. The Debtor submits that the proposed sale is in the best interest of the estate and its creditors, because the proposed sale will result in a sales proceeds to the estate of approximately $900,000, of which approximately $235,000 will repay all real property tax arrears, and the remaining $665,000 is believed to be sufficient to repay the State Court Receiver's remaining liens in full, repay any further remaining unsecured claims of the State Court Receiver, and the City of Whittier, as well to provide a complete payoff of the nominal amount of unsecured claims filed in the Debtor's Chapter 11 case. Moreover, the only other possible immediate sale of the Property, which has been presented to the Court by the State Court Receiver, was at a price of $575,000, nearly half this amount, and would not generate sufficient proceeds to even pay Property taxes and the State Court Receiver's liens in full. Guillermo Olaiz, Senior Vice President with Coldwell Banker Commercial Alliance in Glendale, California, was employed by Order of this Court, on behalf of Village Inn, in order to obtain a market valuation of the Property as well as to possibly seek the sale of the Property. A copy of the Sale Motion is available for free at: http://bankrupt.com/misc/Village_Inn_194_Sale_M.pdf About Village Inn Village Inn, LLC, commenced a Chapter 11 case (Bankr. C.D. Cal. Case No. 14-23354) on July 11, 2014. The Bankruptcy case was commenced on the eve of an attempted foreclosure sale by Orchard Financial Group, LLC against real property held by Village Inn, LLC. The real property is commonly known 7230-7234 Greenleaf Avenue, Whittier, California APN 8139-033-017 (the "Property"). The Debtor was also facing a tax sale by the County of Los Angeles, for five years of unpaid taxes. Steve Claro, the President of Big SAC, Inc., the managing member of the Debtor, is the authorized representative of the Debtor before the Bankruptcy Court. The Debtor's attorney: David I. Brownstein LAW OFFICE OF DAVID I. BROWNSTEIN P.O. Box 16474 Irvine, California 92623 Telephone: (949) 466-4404 Telecopier: (949) 861-6045 E-mail: david@brownsteinfirm.com W&T OFFSHORE: S&P Lowers CCR to 'CC' on Proposed Exchange Offer --------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on U.S.-based oil and gas exploration and production (E&P) company W&T Offshore Inc. to 'CC' from 'CCC-'. The outlook is negative. At the same time, S&P lowered its issue-level rating on the company's secured debt to 'CC' from 'CCC+'. The recovery rating on this debt is '1', indicating S&P's expectation of very high (90% to 100%) recovery in the event of a payment default. S&P also affirmed its 'CC' issue-level rating on the company's unsecured debt. The recovery rating is '5', indicating S&P's expectation of modest (10% to 30%, higher half of the range) recovery in the event of a payment default. "The downgrade follows W&T Offshore's announcement that it began discussions regarding a possible exchange transaction below par involving the company's 8.5% senior unsecured notes due 2019 and 9% second-lien secured notes due 2020," said S&P Global Ratings credit analyst Kevin Kwok. "The company and the noteholders have not yet reached an agreement on the terms of the exchange offer," he added. The outlook is negative, reflecting the potential that S&P could lower ratings if the company completes an exchange offer or similar restructuring that S&P classifies as distressed. WAJAX CORP: S&P Revises Outlook to Negative on Weak End Markets --------------------------------------------------------------- S&P Global Ratings said it revised its outlook on Ontario-based industrial equipment distributor Wajax Corp. to negative from stable. At the same time, S&P Global Ratings affirmed its 'BB+' long-term corporate credit rating on the company and its 'BB' issue-level rating on Wajax's C$125 million unsecured notes. The '5' recovery rating on the notes is unchanged. "The outlook revision reflects the risk that Wajax's revenues and EBITDA will remain weak in the next 12 to 18 months, lower than our expectations, in light of soft commodity prices and weak economic conditions in western Canada, especially Alberta and Saskatchewan," said S&P Global Ratings credit analyst Aniki Saha-Yannopoulos. S&P's fair business risk assessment on Wajax reflects the company's operations in the cyclical and highly competitive capital goods industry, the company's exposure to cyclical resource-based industries, geographic exposure to western Canada and the company's relatively smaller scale and size. In S&P's view, these factors are expected to continue to lead to volatility in its EBITDA generation, and contribute to S&P's view of Wajax's business risk profile at the lower end of the range for this assessment. The ratings also incorporate Wajax's solid market position in Canada, recurring revenues from its parts and services operations, and profitability in line with industry average levels. Wajax has a large exposure to resource-based industries (about 30% of 2015 revenues); in general, each of its businesses is exposed to fluctuations in the price of commodities, including oil, natural gas, and metals. The negative outlook on Wajax reflects S&P Global Ratings' expectation that the company's declining revenues, due to weakness in the Canadian oil and gas and mining markets, have pressured the company's credit measures to a higher degree than expected. In S&P's view, there is increased risk that the company's core credit measures will not improve above 3x debt-to-EBITDA over the next 12 months and remain weak for the ratings if end market demand remains under pressure over this period. S&P would consider a downgrade if it expects Wajax to sustain adjusted net debt-to-EBITDA of about 3x through the next 12 months. S&P might also consider a downgrade if the company the company's revenues or gross profit margins are weaker than forecast, leading S&P to assess a weaker business risk profile. S&P would revise the outlook to stable if it expects Wajax to sustain adjusted debt-to-EBITDA below 3x. S&P could expect improvement toward 2017 year-end due to the company's strategic efforts to improve operating expenses alongside improvement in end market demand for the company's equipment and services. WALTER INVESTMENT: S&P Revises Outlook to Neg. & Affirms 'B+' ICR ----------------------------------------------------------------- S&P Global Ratings said it revised its outlook on Walter Investment Management Corp. to negative from stable. At the same time, S&P affirmed its 'B+' issuer credit rating on Walter. "The outlook revision follows Walter's declining tangible equity and our evolving view that Walter Capital Opportunity Corp. (WCO) will play a more limited role in Walter's future business and financial strategy," said S&P Global Ratings credit analyst Stephen Lynch. Since the end of 2015, Walter's tangible equity has declined to $260 million from $437 million, mostly due to negative mark-to-market adjustments on the firm's mortgage servicing rights (MSRs). Although these negative valuation adjustments could reverse as interest rates rise, they nevertheless provide scant collateral protection to the $2.15 billion of creditor loans and notes under a hypothetical liquidation scenario. More immediately, the declining MSR assets provide less value as the company seeks to sell assets to pay down debt. Walter has publicly stated its desire to reduce corporate leverage to 3.4x to 3.6x by the end of 2016. Assuming Walter achieves the midpoint of S&P Global Ratings' 2016 forecast of $475 million of EBITDA, the company would need to pay down about $500 million of debt--a level S&P views as increasingly ambitious. S&P previously discussed three main sources of proceeds Walter will use to reduce leverage. Foremost was WCO, which S&P previously believed would be the most prominent and stable source of future MSR financing. WCO, which was formed in 2013 as a joint venture between Walter and York Capital Management, however, has so far provided negligible support. Although management said it is in the process of "finalizing a portfolio with them now" during their first-quarter earnings call, S&P now believes WCO will play a more limited role in future financing. Consequently, S&P believes Walter's strategy to convert itself into a less leveraged fee-for-service business will become increasingly difficult to achieve. Walter also just appointed George Awad as CEO and executive chairman of the board. Mr. Awad is Walter's third CEO in the last year. Daniel Beltzman, the previous chairman, will remain a director on the board. Mr. Beltzman is a partner at Birch Run Capital Advisors, a value-based hedge fund that owns about 21% of Walter. S&P views the CEO turnover and concentrated investment ownership as emblematic of a company in undergoing a substantial shift in strategy. The negative outlook on Walter reflects S&P Global Ratings' view that Walter's relationship with external capital providers, such as WCO, are unlikely to provide a meaningful source of funding that Walter can use to lower leverage and transition into a fee-for-service business model. Moreover, the company's MSRs, which are inextricably tied to the firm's tangible equity, have substantially declined and thus provide fewer assets to sell to pay down debt. Over the next couple quarters, S&P could lower the rating if Walter is unable to make meaningful progress on its deleveraging plans or if management pursues a more aggressive strategy. Specifically, S&P will be particularly interested in what role WCO or other external capital providers will play in Walter's future strategy. Separately, S&P could lower the rating if EBITDA or liquidity weakens relative to S&P's original expectations or if tangible equity continues to erode. Although less likely, S&P could also lower the rating if Walter is subject to another substantial regulatory investigation, especially since the company only recently settled claims by the Department of Justice and the Consumer Financial Protection Bureau. S&P could revise the outlook to stable if it believes Walter will achieve its targeted leverage ratio of 3.4x to 3.6x by the end of 2016. An outlook revision will also largely depend on Walter providing more visibility to investors on what role WCO or other capital providers will provide to the company on an ongoing basis -- something S&P believes has been rather limited to this point. WASH TECHNOLOGIES: Seeks to Pay $487K to Suspend Pappas Judgment ---------------------------------------------------------------- Wash Technologies of America Corp. filed with the U.S. Bankruptcy Court for the Eastern District of Texas, Sherman Division an expedited motion to use property of the estate in the amount of approximately $486,521 to suspend enforcement of the Pappas Judgment by either posting a supersedeas bond or making a cash deposit in lieu of bond. The Debtor is a defendant in the lawsuit filed in the 193rd Judicial District Court of Dallas County, Texas styled Pappas v. Wash Technologies of America Corporation, et al, Cause No. DC-11-16090, 193rd Judicial District Court in Dallas County, Texas, which was initiated in 2011. At the conclusion of the jury trial, the jury rendered its verdict in favor of Pappas against the Debtor, and the trial court has since entered final judgment for Pappas in the amount of $1,197,397 for actual damages for statutory fraud, $780,062 in attorneys' fees, and $1,500,000 in exemplary damages, as well as pre and post-judgment interest and costs. In connection with its appeal of the Pappas Judgment, the Debtor requests the Court to authorize the Debtor to use property of the estate to suspend enforcement of the Pappas Judgment pending consideration of the Debtor's appeal of the judgment, as allowed under the Texas Rules of Appellate Procedure. The Debtor explains that the property of the estate used to supersede the Pappas Judgment will serve as security to Pappas for collection of his judgment if the Pappas Judgment is ultimately affirmed on appeal, such that there is no risk to Pappas or the estate if the Debtor is allowed to use property of the estate to supersede the Pappas Judgment. Additionally, the Debtor's use of cash to supersede the Pappas Judgment will not prevent payment to other claimants against the estate under the terms of Pappas' proposed plan. Wash Technologies of America Corp. is represented by: Melanie P. Goolsby Gerrit M. Pronske PRONSKE GOOLSBY & KATHMAN, P.C. 901 Main Street, Suite 610 Dallas, Texas 75202 Telephone: (214) 658-6500 Facsimile: (214) 658-6509 E-mail: gpronske@pgkpc.com mgoolsby@pgkpc.com About Wash Technologies of America Wash Technologies of America Corp. sought Chapter 11 protection (Bankr. E. D. TX. Case No.: 15-40917) on May 18, 2015 in Sherman, Texas. Pronske Goolsby & Kathman, P.C., serves as the Debtor's counsel. The Debtor estimated $1 million to 10 million assets and $1 million to $10 million in debt. The petition was signed by Jon Bangash, president. WEIGHT WATCHERS: Egan-Jones Cuts Sr. Unsecured Rating to B- ----------------------------------------------------------- Egan-Jones Ratings Company lowered the foreign currency senior unsecured rating on debt issued by Weight Watchers International Inc to B- from B on May 18, 2016. Weight Watchers International is an American company that offers various products and services to assist weight loss and maintenance. WELLS TRANSPORT: Case Summary & 18 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Wells Transport, Inc. dba Well Side Logistics dba Well Side Web 412 Maple Avenue Nashville, TN 37210 Case No.: 16-04248 Chapter 11 Petition Date: June 13, 2016 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Hon. Marian F Harrison Debtor's Counsel: Steven L. Lefkovitz, Esq. LAW OFFICES LEFKOVITZ & LEFKOVITZ 618 Church ST Ste 410 Nashville, TN 37219 Tel: 615 256-8300 Fax: 615 255-4516 E-mail: slefkovitz@lefkovitz.com Total Assets: $350,123 Total Liabilities: $1.20 million The petition was signed by Frank Saleh, president. A list of the Debtor's 18 largest unsecured creditors is available for free at http://bankrupt.com/misc/tnmb16-04248.pdf WEST CABINET: Court Approves Adequate Protection Deal for IRS ------------------------------------------------------------- The Honorable Gregory R. Schaaf placed his stamp of approval on an order authorizing West Cabinet, Inc., to use cash collateral encumbered by a federal tax lien. The Debtor agrees to remit $400 to the IRS each month and grant the government replacement liens. In support of its request, the Debtor showed the Court a three-month budget projecting $66,000 in monthly sales. West Cabinet, Inc., sought protection under chapter 11 (Bankr. E.D. Ky. Case No. 16-60324) on March 25, 2016. The Debtor is represented by Jamie L. Harris, at DelCotto Law Group PLLC in Lexington, Ky. At the time of the filing, the Debtor estimated its assets and debts at less than $1 million. WESTLAKE CHEMICAL: S&P Puts 'BB-' CCR on CreditWatch Positive ------------------------------------------------------------- S&P Global Ratings placed its 'BBB+' corporate credit rating on Westlake Chemical Corp. on CreditWatch with negative implications indicating that S&P could lower the ratings once it completes its review. S&P also placed its issue-level ratings on Westlake's debt on CreditWatch with negative implications. At the same time, S&P placed its 'BB-' corporate credit rating on Axiall Corp. on CreditWatch with positive implications, indicating S&P could raise the ratings once it completes its review. S&P also placed its issue-level ratings on Axiall's debt on CreditWatch with positive implications. "The CreditWatch placement reflects the likelihood that Westlake will acquire Axiall Corp. for $33 per share in an all-cash transaction, representing an enterprise value of approximately $3.8 billion, including debt and certain other Axiall liabilities," said S&P Global Ratings credit analyst Sebastian Pinto-Thomaz. S&P anticipates that this transaction could result in weaker pro forma leverage measures for Westlake, which could lead to a lower rating. S&P anticipates that the acquisition of Axiall by a higher-rated entity could benefit Axiall's credit quality. S&P will resolve the CreditWatch placement based on its view of the companies' combined business and financial risk profiles. "We will assess the impact of the planned transaction on both companies' business and financial risk profiles. We expect to resolve the CreditWatch listing in the next 90 days or once we have further details on the anticipated capital structure. We could lower the ratings on Westlake if we expect the increase in leverage to result in a financial risk profile weaker than what we would expect at the current rating," S&P said. WHITING PETROLEUM: Egan-Jones Lowers Sr. Unsecured Rating to CCC ---------------------------------------------------------------- Egan-Jones Ratings Company downgraded the foreign currency senior unsecured rating on debt issued by Whiting Petroleum Corp. to CCC from C on May 17, 2016. EJR also lowered the foreign currency commercial paper rating on the Company to C from A3. Whiting Petroleum Corporation is an American petroleum and natural gas exploration and production company headquartered in Denver, Colorado. WILFREDO CHINEA OLIVERAS: Antunez May Obtain Copy of Plan Docs -------------------------------------------------------------- Judge Brian K. Tester of the U.S. Bankruptcy Court for the District of Puerto Rico granted Antunez & Son Produce, Inc.'s motion requesting to be served with a copy of Wilfredo Chinea Oliveras's disclosure statement and plan. Wilfredo Chinea Oliveras, aka M&M Self Service, dba Supermercados Selectos M&M (Bankr. D.P.R. Case No. 15-05281) filed a Chapter 11 Petition on July 10, 2015. WOO LI INC: Taps S Accounting & Tax as Accountant ------------------------------------------------- Woo Li Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire S Accounting & Tax, LLC as its accountant. The Debtor tapped the firm to prepare its federal and state tax returns, assist in the reporting requirements of its bankruptcy case, and assist the Debtor in its general accounting and financial needs. The firm will also provide separate bookkeeping services. S Accounting's current rate is $175 per hour. Aside from professional fees, the firm will also receive reimbursement for work-related expenses. Susie Chan Kang, a certified public accountant at S Accounting, 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: Susie Chan J. Kang, CPA S Accounting & Tax, LLC 3859 Postal Dr. #210 Duluth, GA 30096 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. WTB 5 ENTERPRISES: Taps Art Klock as Real Estate Agent ------------------------------------------------------ WTB 5 Enterprises, LLC, asks for authorization from the U.S. Bankruptcy Court for the District of Arizona to employ Arthur A. Klock of Art Klock Real Estate to list the Debtor's real property located in Colorado City, Colorado, and known as TBD State Highway 165, Colorado City, Colorado 81019. The Property is unencumbered and valued at approximately $1 million. The Debtor has determined that it is in the best interest of the bankruptcy estate and its creditors to sell the Property for the best and highest price available. The professional services which Mr. Klock will provide include, but are not limited to: (a) representing the Debtor as its agent; (b) providing consulting services and sales assistance to the Debtor regarding the sale of the Property; and (c) providing other realty services as may be required from time to time as set forth in the listing agreement. The total commission offered is 10% of the purchase price. The Debtor is informed and believes that this commission is typical for property of this kind. The Debtor is represented by: ALLEN BARNES & JONES, PLC Hilary L. Barnes, Esq. 1850 N. Central Avenue, Suite 1150 Phoenix, AZ 85004 Tel: (602) 256-6000 Fax: (602) 252-4712 E-mail: hbarnes@allenbarneslaw.com Art Klock can be reached at: Arthur A. Klock ART KLOCK REAL ESTATE P.O. Box 54 Rye, CO 81069 Capitis Commercial Two, LLC, is represented by: Edwin B. Stanley SIMBRO & STANLEY, PLC 8767 E. Via De Commercio, Suite 103 Scottsdale, AZ 85258-3374 E-mail: bstanley@simbroandstanley.com Wtb 5 Enterprises, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-04074) on April 15, 2016. The petition was filed pro se. ********* 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. 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