/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/160617.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, June 17, 2016, Vol. 20, No. 169 Headlines 06-007 BIGGS BUSINESS: Must Confirm Plan by July or Face Dismissal 2070 INC: Taps Bregman Firm to Litigate, Settle Tort Claims 22 FISKE PLACE: DT91 Wants Plan Revised to Reflect $1.64MM Claim 4522 KATELLA AVENUE: Has Until June 17 to Exclusively File Plan ABEINSA HOLDING: $11.8K Vapor Transport System Sale Approved ABENGOA BIOENERGY: U.S. Trustee Forms 3-Member Committee AK STEEL: S&P Raises CCR to 'B', Outlook Stable ALLIANCE ONE: Delays Filing of March 31 Form 10-K Report ARCH COAL: Files Amended Plan; DS Hearing Set for June 22 ARRIS GROUP: Egan-Jones Cuts Sr. Unsecured Ratings to BB AVON PRODUCTS: Egan-Jones Cuts FC Sr. Unsecured Rating to B BEAR METALLURGICAL: Files for Bankruptcy, Looks to Sell Businesses BEAR METALLURGICAL: Seeks 21-Day Extension to File Schedules BERRY PLASTICS: $400 Million Notes Exchange Offer Expires BLUE COAT: S&P Puts 'B-' CCR on CreditWatch Positive CHAMPION INDUSTRIES: Incurs $81,250 Net Loss in Second Quarter CHC GROUP: Says That Weil Fee Advances Are Not Part of Estate CLEAR CHANNEL: S&P Assigns 'B-' CCR, Outlook Stable CLIFFS NATURAL: Egan-Jones Cuts Sr. Unsecured Debt Rating to D COLORADO SPRINGS: S&P Withdraws 'BB' Rating on 2010 School Bonds CONTINENTAL CARWASH: Taps David C. Johnston as Bankruptcy Counsel CONTINENTAL RESOURCES: Egan-Jones Cuts FC Sr. Unsec. Rating to B+ COOPER TIRE: S&P Raises Rating to 'BB', Outlook Stable COTT FINANCE: S&P Assigns 'B-' Rating on EUR450MM Sr. Unsec. Notes CYTORI THERAPEUTICS: Expects to Get $17.1M from Rights Offering DEPAUL INDUSTRIES: AMCI Extends $1,000,000 of DIP Financing DEX MEDIA: Authorized to Sell Marlton Property to M&G for $2.6-Mil. DEX MEDIA: Has Interim OK to Use Cash Collateral DIVERSIFIED RESOURCES: Needs More Time to File April 30 10-Q DYNCORP INT'L: S&P Raises CCR to 'CCC+' After Refinancing DYNEGY INC: Moody's Affirms B2 Corporate Family Rating EDISON MISSION: Unsec. Debt Gets "No Rating" from Egan-Jones ENCANA CORP: Egan-Jones Cuts FC Sr. Unsec. Rating to B+ ENERGEN CORP: Egan-Jones Lowers FC Sr. Unsec. Rating to B ENERGY XXI: Court OKs Black Elk Agreement ESP RESOURCES: Wants Plan Filing Period Extended to Oct. 6 ETERNAL ENTERPRISES: Hires Vin Vizzo as Public Adjuster FORT DRILLING: Seeks to Hire Goff & Goff as Legal Counsel GASTAR EXPLORATION: Egan-Jones Cuts FC Sr. Unsec. Rating to C GASTAR EXPLORATION: Stockholders Elect Six Directors GAWKER MEDIA: Initial Case Conference Set for July 7 GAWKER MEDIA: Taps Prime Clerk as Claims Agent & Admin. Advisors GLOBAL BRASS: Moody's Hikes Corporate Family Rating to B1 GLOBAL HEALTHCARE: S&P Retains 'B' Rating on $375MM Term Loan GOBP HOLDINGS: S&P Lowers CCR to 'B-' on Dividend Recapitalization GRANITE ACQUISITION: S&P Cuts CCR to 'B+' on Weak Fin. Performance GUIDED THERAPEUTICS: Inks Swap Agreements with Warrant Holders GULF CHEMICAL: Files for Chapter 11 Protection H&S BUSINESS: Seeks to Hire John Gitlin as Legal Counsel HALCON RESOURCES: Enters into RSA with Stakeholders HARVEST OPERATIONS: S&P Lowers CCR to 'SD' on Distressed Exchange HEADWATERS INC: Egan-Jones Hikes Sr. Unsec. Ratings to BB- HIRAM COLLEGE: S&P Withdraws 'BB+' Rating on $32.9MM Bonds HORNBECK OFFSHORE: Egan-Jones Cuts Sr. Unsec. Rating to B HORSEHEAD HOLDING: Equity Panel Taps MAC as Technical Consultant IHEARTMEDIA INC: S&P Removes CCC CCR From Watch Neg on Lawsuit Win ILLINOIS POWER: S&P Revises Outlook to Neg. & Affirms 'CCC+' CCR INTERVENTION ENERGY: Court Orders Joint Administration of Cases JAKAYS SALON: Exclusive Plan Filing Period Extended to June 20 JOHNSON LAWN: Wants Plan Filing Period Extended by 45 Days KEFALOS INC: Taps Bradley H. Foreman as Legal Counsel KINDRED HEALTHCARE: Moody's Cuts Sr. Unsec. Notes Rating to B3 KINEMED INC: Taps FisherBroyles as Special Counsel KLM OPTICAL: Plan Confirmation Hearing Slated for Aug. 15 LA CASA DE LA RAZA: Hires Schneider to Pursue Tax Refund LANAI HOLDINGS III: S&P Affirms 'B' CCR, Outlook Stable LAND SECURITIES: Selling Project Area 13 for $1.1M to Cool Water LANNETT COMPANY: Moody's Affirms B2 CFR & Cuts Secured Rating to B2 LAREDO PETROLEUM: Egan-Jones Cuts FC Sr. Unsec. Rating to CCC+ LATTICE INC: Annual Meeting of Stockholders Set for Sept. 27 LAWRENCE SCHIFF: Trustee Proposes CSS-Led Auction on June 29 LEWIS HEALTH: Seeks to Hire Al Johnson as Accountant LIFE CARE: UMB Bank Reserves Right to Object to Sale LINC USA GP: Court Orders Joint Administration of Cases LITTLETON PREPARATORY: S&P Affirms BB+ Rating on 2013 Rev. Bonds LOTUS STORES: Seeks to Hire Wilkins Miller as Accountant LUMPY'S PRO GOLF: Seeks to Sell Remaining Inventory M SPACE HOLDINGS: Key Employee Retention Plan Approved MAJESTIC AIR: Taps Havkin & Shrago as Legal Counsel MANUFACTURERS ASSOCIATES: Taps Coan Lewendon as Bankr. Counsel MARIA'S MONT BLANC: Seeks OK to Auction Restaurant Equipment MARTON TRUCKING: Seeks to Hire E.P. Bud Kirk as Attorney MGM RESORTS: Tracinda Reports 16.1% Equity Stake as of June 13 MIDAS INTERMEDIATE: $75MM Loan Add-on No Impact on Moody's B2 CFR MIDSTATES PETROLEUM: Creditors Object to Cash Collateral Motion NAKED BRAND: Incurs $2.54 Million Net Loss in First Quarter NASSAU DEVELOPMENT: Taps Meland Russin as Legal Counsel NATIONAL EMERGENCY: Taps David C. Johnston as Bankruptcy Counsel NEPHROS INC: Issues Additional $380,000 Notes and Warrants NIEBERG MIDWOOD: Files Full-Payment Chapter 11 Exit Plan NORANDA ALUMINUM: Proposes Sale Process for Upstream Business NORTEL NETWORKS: Resolves LSI Bid for Ch. 7 Conversion NUANCE COMMUNICATIONS: S&P Assigns 'BB-' Rating on $300MM Notes OATH CORPORATION: Voluntary Chapter 11 Case Summary OLD COLD: Wants Exclusive Plan Filing Deadline Moved to Oct. 25 OLIN CORP: Egan-Jones Cuts FC Sr. Unsecured Rating to BB PACIFIC 9 TRANSPORTATION: U.S. Trustee Forms 7-Member Committee PACIFIC DRILLING: S&P Cuts CCR to CCC+ on Contracting Difficulties PALMAZ SCIENTIFIC: No Competing Bids vs. Vactronix's $22.6M PARAGON OFFSHORE: Wants Plan Filing Period Extended to Aug. 12 PARAGON SHIPPING: Enters Into Debt Waiver Agreement with Lenders PARKER DRILLING: Egan-Jones Cuts FC Sr. Unsec. Rating to CCC PEABODY ENERGY: Seeks Approval of Key Employee Retention Plan PEAK WEB: Hires Susman Godfrey as Litigation Counsel PEAK WEB: Taps Cascade Capital to Provide Consulting Services PENN VIRGINIA: Republic Offers Alternative Restructuring POSITIVEID CORP: Toledo Has Note Convertible to 9.9% of Shares POST HOLDINGS: Egan-Jones Hikes FC Sr. Unsecured Rating to B PREMIER EXHIBITIONS: Files for Bankruptcy in Florida PRIME GLOBAL: Incurs US$117,000 Net Loss in Second Quarter ROOMSTORES OF PHOENIX: Taps Rein & Grossoehme as Broker RUDOLF KURT MEIER III: Court Approves $700,000 Sale of Property RYCKMAN CREEK: Judge Kevin Carey Appointed as Mediator S-3 PUMP SERVICE: Peterbilt Tallahassee Buying Vehicles SA INTER INVEST: Exclusive Solicitation Period Extended to Sept. 11 SABAS BARDALES-RENDON: To Pay Deutsche Bank Claim in 30 Years SAEXPLORATION HOLDINGS: S&P Lowers CCR to 'CC' Then Withdraws SANDRIDGE ENERGY: Proposes to Enter into Hedging Arrangements SECURITY CAPITAL: U.S. Opposes Provisional Relief Sought by JOLs SEVEN OAKS: Hires Berkshire Hathaway as Real Estate Broker SFX ENTERTAINMENT: Trustee Opposes Equity Committee Appointment SH 130 CONCESSION: Removal Deadline Extended to Aug. 29 SHERWIN ALUMINA: Time to Decide on Leases Extended to Aug. 8 SHOOT THE MOON: Order for Trustee to Pay $83K to Prime A Upheld SOPHIA LP: S&P Lowers CCR to 'B-' on Weak Credit Metrics SPANISH BROADCASTING: Stockholders Elect Six Directors SPORTS AUTHORITY: Must Consummate Successful Bid, Landlord Asserts SPORTS AUTHORITY: Time to Remove Actions Extended to Aug. 29 SPORTS AUTHORITY: U.S. Trustee Objects to Houlihan Hiring SPRINT CORP: Egan-Jones Cuts FC Sr. Unsecured Rating to B ST. MICHAEL'S MEDICAL: Says MedRealty Violated Automatic Stay STARSHINE ACADEMY: U.S. Trustee Forms 2-Member Committee STEVE MURPHY: Buyer Still Arranging Funding for $15M Deal STONE ENERGY: Hikes BofA Credit Facility Borrowing Base to $360M STONE ENERGY: Intends to Make $29M Notes Interest Payment STONE ENERGY: S&P Raises CCR to 'CCC-' on Interest Payment SUNEDISON INC: ASIC Wants Segregation of Cash Collateral SUNRISE REAL: Delays 2014 Form 10-K to Complete New Audit TATOES LLC: Court Issues Final Cash Collateral Order TATOES LLC: Saddle Mountain Claims 1st Priority Lien on 2016 Crops TC WESTSHORE: Voluntary Chapter 11 Case Summary TEARN DEVELOPMENT: Voluntary Chapter 11 Case Summary TENET HEALTHCARE: Egan-Jones Cuts FC Sr. Unsec. Rating to B- TOYS R US: Moody's Cuts Probability of Default Rating to Caa3 TOYS R US: S&P Affirms 'B-' CCR on Proposed Exchange Offer TRANSCANADA CORP: Egan-Jones Lowers Sr. Unsec. Rating to BB+ TRINITY TEMPLE: Seeks to Hire Teja Shariff as Accountant TRONOX LTD: Egan-Jones Cuts FC Sr. Unsec. Rating to CCC TWIN PEAKS: Court Affirms Order for C. Russell to Remit $441K UNIVERSAL SOFTWARE: Hires J. Edgar Group as Financial Consultant UPPER DECK: Hasbro Settlement Agreement Approved US CELLULAR: Egan-Jones Hikes FC Sr. Unsecured Rating to BB+ VENCORE INC: Loan Upsize Plan No Impact on Moody's B3 CFR WARNER MUSIC: Extends Maturity of Credit Facility to April 2021 WHISTLER ENERGY II: Seeks to Hire TDF Partners, Designate CRO WHISTLER ENERGY II: Taps UpShot Services as Claims Agent WINDSTREAM SERVICES: CS&L Stake Sale No Impact on Moody's B1 CFR ZERGA PHIN-KER: Wants Aug. 19 as Exclusive Solicitation Deadline [*] Thomas Horan to Head Shaw Fishman's New Delaware Office [^] BOOK REVIEW: Oil Business in Latin America: The Early Years ********* 06-007 BIGGS BUSINESS: Must Confirm Plan by July or Face Dismissal ------------------------------------------------------------------ 06-007 Biggs Business Trust on June 3, 2016, filed with the Bankruptcy Court in Nevada an amended disclosure statement for its plan of reorganization. The plan was filed March 24, 2016. The Debtor plans to satisfy current tax obligations through the marketing and sale of the Property. Mesa Asset Management will be retained to manage the Debtor, in consideration for a management fee, calculated and receive a management fee of $750/mo;$9,000/yr. The Debtor holds a 67.61% interest in six parcels of real property located in Butte County, California more specifically described by APN Nos.022-140-009-000, 022-140-010-000, 022-140-011 000, 022-100-014-000, 022-170-009-000, and 022-170-065-000. Based upon the comparable sales and marketing of the surrounding communities and properties, the Property is estimated to be valued at $2,100,000.00, with Debtor's percentage of interest in the Property valued at approximately $1,419,810.00. In an effort to complete a sale, the investor owners are willing to accept a loss on their original investment in the secured loan. The City of Biggs, California, has filed an eminent domain litigation against 160 acres of the Property. The case is captioned, City of Biggs vs. Mesa Asset Management, LLC, et al, Case No. 164070, Superior Court of California, County of Butte, filed March 15, 2015. The eminent domain action seeks only to take the parcels APN Nos.022-140-009-000, 022-140-010-000, and 022-140-011-000 from the Debtor. On December 15, 2014, the U.S. Bankruptcy Court granted relief from the automatic stay to allow the eminent domain litigation to proceed to determine the full market value of the Property. The City of Biggs has estimated the value of this portion of the Debtor's assets to be valued at $1,490,000. The Debtor is not contesting the City's authority to take the property, but does contest that the fair market value of the property is higher. The City has already taken possession and control of the property. The Debtor plans to continue pursuing the liquidation of the Property during the Plan period to meet the ongoing property tax obligations and reduce the arrears on real estate tax expense. These efforts to market the sale of the Property are to be done to protect and recover the maximum recovery for the investors while satisfying the taxing authority in full. Biggs estimates that the eminent domain payment will liquidate sufficient assets to satisfy the creditor's claims entirely. All proceeds will be allocated to pay priority and secured tax debts upon the sale of the property. The Debtor intends to liquidate all remaining assets and terminate operations. Subsequent to payment in full of all administrative and unsecured creditor claims, remaining sales proceeds will be distributed to the investors as a return of investment. The primary creditor of the Debtor is the Butte County Treasurer, which holds a priority claim in the amount of $513,038.00 for property taxes, plus continued post-petition accrued taxes and interest. The general unsecured claims amount to $93,820.00, and consist of additional capital investments made by the investing creditors to satisfy administrative and operating costs, and the accrued management fees of Mesa. General unsecured claims will be paid 100% from the proceeds of the sale. According to the Disclosure Statement, the eminent domain litigation involves the City of Biggs asserting its authority to take possession of personal property for public use under the Fifth Amendment of the U.S. Constitution. The power to take property must be justly compensated by the municipality to the owners of the property, i.e. the Debtor. The City of Biggs has deposited the sum of $1,490,000 with the State Court. The Debtor is contesting the taking in an effort to increase the amount of compensation to be paid by the City of Biggs. The State Court will determine the fair market value of the property to establish the amount of just compensation. The U.S. Trustee's office has entered a conditional order on a motion to dismiss the bankruptcy case for failure to confirm a plan of reorganization. This conditional order has been extended by stipulation between the Debtor and the U.S. Trustee's office to allow until July 16, 2016, for the attached Proposed Plan of Reorganization to solicit ballots for approval of the Plan and to hold a confirmation hearing. In the event that the Proposed Plan of Reorganization is approved and confirmed by the Court, the terms of the Plan will control the assets and distribution of assets. In the event that the Plan is not confirmed, the U.S. Trustee has authority to enter an ex parte order dismissing the case. A copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/nvb14-14027-0097.pdf 06-007 Biggs Business Trust filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 14-14027) on June 6, 2014. Biggs is a holding company for multiple real estate parcels on behalf of the owners of partial interest in the Debtor. Biggs is in the business of managing and marketing the real property for sale following foreclosure of a secured debt. The Debtor is represented by: Timothy P. Thomas, Esq. Law Office of Timothy P. Thomas, LLC 1771 E. Flamingo Rd., Suite 212B Las Vegas, NV 89119 Tel: (702) 227-0011 Fax: (702) 227-0334 E-mail: tthomas@tthomaslaw.com 2070 INC: Taps Bregman Firm to Litigate, Settle Tort Claims ----------------------------------------------------------- 2070, Inc., asks for permission from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Bregman, Berbert, Schwartz & Gilday, LLC, as legal counsel for the purpose of providing legal representation regarding settlement and litigation of civil claims for alleged personal injuries or damages arising from a result of a loss of electric power from DIYA Restaurant on Feb. 14, 2014. The Debtor requires the Firm to perform legal services in obtaining a settlement or judgment against any persons, firms, organizations, or corporations in connection with or related to injuries or damages sustained by the Debtor as a result of a loss of electric power on or about Feb. 14, 2014, at DIYA Restaurant located at 2070 Chain Bridge Road, Vienna, Virginia 22182. The Firm will attempt to settle all claims arising from the Debtor's loss of electric power from DIYA Restaurant. If settlement is not possible, the Firm may file suit against applicable entities if it determines that prosecution of any law suit would be of financial benefit to the Debtor. If a recovery is obtained for the Debtor by way of settlement prior to filing the lawsuit, the Debtor will pay the Firm 33.33%. If a lawsuit is filed, or if the matter is submitted to mediation or arbitration, the Debtor will pay the Firm 40% of any gross amount recovered. The Debtor represents that the Firm is a disinterested person within the meaning of 11 U.S.C. Section 327. The Firm can be reached at: Mark A. Gilday, Esq. Bregman, Berbert, Schwartz & Gilday, LLC 7315 Wisconsin Avenue, Suite 800 West Bethesday, MD 20814 Tel: (301) 656-2707 E-mail: mgilday@bregmanlaw.com 2070, Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 15-12417) on July 13, 2015. John T. Donelan, Esq., at the Law Office of John T. Donelan serves as the Debtor's bankruptcy counsel. The Debtor's bankruptcy counsel can be reached at: John T. Donelan, Esq. LAW OFFICE OF JOHN T. DONELAN 125 South Royal Street Alexandria, VA 22314 Tel: (703) 684-7555 Fax: (703) 684-0981 E-mail: donelanlaw@gmail.com 22 FISKE PLACE: DT91 Wants Plan Revised to Reflect $1.64MM Claim ---------------------------------------------------------------- DT91, LLC tells the Hon. Shelley C. Chapman that the Proposed Plan of Reorganization and the accompanying disclosure statement filed by the Chapter 11 trustee for the estate of 22 Fiske Place, LLC, should be amended to reflect the current amount of DT91's secured claim as $1,639,987.36 consisting of principal, both pre-and postpetition interest, post-petition attorney's fees and advances in the total amount of $1,639,987.36. The Plan and or Disclosure Statement should also to note that this amount is the payoff figure through June 21, 2016 and will incur interest thereafter at the per diem rate of $283.94 plus any additional attorney's fees incurred through payoff. DT91 is the first mortgagee on the Debtor's property at 22 Fiske Place, Brooklyn, New York and holds a pre-petition judgment rendered in a pre-petition State Supreme Court foreclosure action. The Plan provides for this treatment of DT91's claim: "Class 1 consists of the Secured Claim asserted by DT91. Under the Plan, DT91 shall be paid Cash in an amount equal to 100% of the Allowed DT91 Claim amount. Because Class 1 is Unimpaired, holders of Allowed Class 1 Claims are deemed to have accepted the Plan and are not entitled to vote on the Plan." DT91 also says a small portion of its Claim ($50,000) is asserted as a contingent/unliquidated claim. This amount is in the Rider annexed to the poof of claim and DT91 submits that the Plan should be modified to reserve this amount for the attorney's fees which would be incurred by DT91 in the event the Debtor moves forward with its appeal of the State Court Judgment. The Plan does not provide for this contingent/unliquidated portion of the DT91 Claim. DT91 is represented by: Jeffrey C. Daniels, Esq. 4 Carren Circle Huntington, NY 11743 Tel: 516-745-5430 Fax: 516 745 8769 E-mail: jdaniels@jcdpc.com 22 Fiske Place, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 15-11410) in Manhattan on May 28, 2015. The case judge is the Hon. Shelley C. Chapman. Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, is the Debtor's counsel. The Debtor estimated assets and debt of $1 million to $10 million. Ian J. Gazes has been named as chapter 11 trustee of the Debtor's estate on May 16, 2016. 4522 KATELLA AVENUE: Has Until June 17 to Exclusively File Plan --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Kansas has extended, at the behest of 4522 Katella Avenue LLC, the exclusive period for the Debtor to file its Chapter 11 plan until June 17, 2016. As reported by the Troubled Company Reporter on May 17, 2016, the Debtor sought the extension in light of the sale of real estate and fixtures and the unascertained balances, if any, owed to ColFin MF5 Funding, LLC, the Debtor's only secured creditor. The Lender holds a first mortgage on two of the Debtor's properties, Parkside Apartments, located at 928 North Carter, Wichita, Kansas 67203, and Longfellow Apartments, located at 1212 South Longfellow, Wichita, Kansas 67207. On May 6, 2016, pursuant to the motion of sale of real estate and fixtures and payment of broker's commission, the Court entered an agreed order granting the motion. On Dec. 23, 2015, the Debtor and ColFin entered into stipulation regarding interim use of cash collateral that require the Debtor to file an adversary action within 60 days of signing the Stipulation if it intends to challenge the balances of the Lender's loans on the Properties. Scheduling for the adversary has not been agreed to by the parties or set by the Court. The Debtor's counsel can be reached at: David G. Arst, Esq. ARST &ARST, P.A. 555 N. Woodlawn, Suite 115 Wichita, KS 67202 Tel: (316) 265-4222 Fax: (316) 265-1241 E-mail: david@arstarst.kscoxmail.com About 4522 Katella Avenue Long Beach, California-based 4522 Katella Avenue, LLC, owner of three apartment complexes, sought protection under Chapter 11 of the Bankruptcy Code on September 25, 2015 (Bankr. D. Ks. Case No. 15-12107). The Debtor estimated $1 million to $10 million in assets and debt. 4522 Katella is represented by David G. Arst, at Arst & Arst, P.A. ABEINSA HOLDING: $11.8K Vapor Transport System Sale Approved ------------------------------------------------------------ Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized debtor Abengoa Solar LLC to enter into a Purchase Agreement with Alliance for Sustainable Energy, LLC, as managing and operating contractor for National Reviewable Energy Laboratory ("NREL"), on behalf of the United States Department of Energy. Judge Carey authorized the private sale of the Debtor's equipment located at NREL's facility free and clear of all liens, claims, interests, encumbrances, and other interests. The Purchase Agreement contains, among others, the following relevant terms: (a) Purchased Property: Hyrid Vapor Transport (HVT) System that uses an inert carrier gas to transport volatile compounds to a substrate where reactions result in the formation of CU(In,Ga)Se2 thin films. (b) Purchase Price: $11,812.50 About Abeinsa Holding Abeinsa Holding Inc., Abengoa Solar LLC, Abeinsa EPC LLC, Abencor USA, LLC, Nicsa Industrial Supplies LLC, Abener Construction Services LLC, Abeinsa Abener Teyma General Partnership, Abener Teyma Mojave General Partnership, Abener Teyma Inabensa Mount Signal Joint Venture, Teyma USA & Abener Engineering and Construction Services General Partnership, Teyma Construction USA, LLC, Abener North America Construction L.P., and Inabensa USA, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 16-10790) on March 29, 2016. The petitions were signed by Javier Ramirez as treasurer. DLA Piper LLP (US) represents the Debtors as counsel. Prime Clerk serves as the Debtors' claims and noticing agent. About Abengoa S.A. Abengoa, S.A., and 24 of its subsidiaries filed Chapter 15 petitions (Bankr. D. Del. Case Nos. 16-10754 to 16-10778) on March 28, 2016, to seek U.S. recognition of its restructuring proceedings in Spain. Christopher Morris, the foreign representative, signed the petitions. DLA Piper LLP (US) serves as counsel. Involuntary petitions were filed against the three affiliated entities -- Abengoa Bioenergy of Nebraska, LLC, Abengoa Bioenergy Company, LLC, and Abengoa Bioenergy Biomass of Kansas, LLC, under Chapter 7 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Nebraska and the United States Bankruptcy Court for the District of Kansas. The bankruptcy cases for affiliate Abengoa Bioenergy of Nebraska, LLC and Abengoa Bioenergy Company, LLC were converted to cases under chapter 11 of the Bankruptcy Code and transferred to the United States Bankruptcy Court for the Eastern District of Missouri. On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and 5 five other U.S. units of Abengoa S.A., which collectively own, operate, and/or service four ethanol plants in Ravenna, York, Colwich, and Portales, each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Missouri. The cases are pending before the Honorable Kathy A. Surratt-States and are jointly administered under Case No. 16-41161. Abeinsa Holding Inc., and 12 other affiliates, which are energy, engineering and environmental companies and indirect subsidiaries of Abengoa, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 16-10790) on March 29, 2016. ABENGOA BIOENERGY: U.S. Trustee Forms 3-Member Committee -------------------------------------------------------- The Office of the U.S. Trustee on June 14 appointed three creditors of Abengoa Bioenergy Biomass of Kansas LLC to serve on the official committee of unsecured creditors. The committee members are: (1) Greg Stoppel Stoppel Dirt Inc. P.O. Box 866 Sublette, KS 67877 greg@stoppeldirtinc.com (2) Dean Schlueter Equipment Pro, Inc. 721 Parkwood Drive Genevieve, MO 63670 d_schlueter@equipmentproinc.com (3) Arthur Karas Western Reserve Water Systems 4133 East 49th St. Cleveland, OH 44105-3267 art@ckindustrial.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About 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, Abengoa filed a voluntary chapter 11 case (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. AK STEEL: S&P Raises CCR to 'B', Outlook Stable ----------------------------------------------- S&P Global Ratings said it raised its corporate credit rating on AK Steel Corp. to 'B' from 'B-'. The outlook is stable. S&P also assigned its 'BB-' issue-level rating to the company's proposed $380 million senior secured notes, with a recovery rating of '1', indicating S&P's expectation for very high (90% to 100%) recovery in the event of payment default. S&P also raised the issue-level rating on the company's senior unsecured notes to 'B-' from 'CCC+'. The recovery rating on the notes remains '5', indicating S&P's expectation of modest (10%-30%; upper half of range) recovery in the event of a default. "We expect AK Steel's operating performance and credit measures will improve in 2016 because of higher steel prices (driven by lower import levels) and stable end market demand," said S&P Global Ratings credit analyst William Ferara. "We expect debt to EBITDA of about 7.5x and EBITDA interest coverage of nearly 2x." S&P could lower the rating if AK Steel's credit ratios were to weaken, such as debt to EBITDA of greater than 8x on a sustained basis. S&P could also lower the rating if the liquidity position were to deteriorate, resulting in availability under its ABL revolving credit facility falling below $200 million. This could result if steel prices fell significantly or if volumes declined due to economic conditions or end-market weakness in automotive or nonresidential construction. S&P could consider a higher rating if steel price improvements coupled with increasing volumes resulted in sustainable adjusted debt to EBITDA below 6x while maintaining a strong liquidity position over the next 12 months. This could cause S&P to revise its comparable rating analysis modifier to neutral from negative. ALLIANCE ONE: Delays Filing of March 31 Form 10-K Report -------------------------------------------------------- Alliance One International, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to annual report on Form 10-K for the year ended March 31, 2016. The Company, on May 25, 2016, filed with the SEC its Amendment No. 1 on Form 10-K/A for the fiscal year ended March 31, 2015, to amend its Annual Report on Form 10-K for such fiscal year, its amendment No. 1 on Form 10-Q/A for the period ended June 30, 2015, to amend its Quarterly Report on Form 10-Q for such period, its Quarterly Report on Form 10-Q for the period ended Sept. 30, 2015, and its Quarterly Report on Form 10-Q for the period ended Dec. 31, 2015. The Form 10-K/A and Form 10-Q/A were filed to correct errors the Company discovered in its accounting at its Kenya subsidiary. The effort required to file the 10-K/A, the Form 10-Q/A, the Second Quarter Form 10-Q and Third Quarter Form 10-Q has delayed the preparation and completion of the Company's Form 10-K for the fiscal year ended March 31, 2016. As a result, the Company will be unable to file the Form 10-K within the prescribed time period without unreasonable effort or expense. The Company intends to file the Form 10-K as soon as practicable and intends to do so within the fifteen-day extension period afforded by Rule 12b-25 under the Securities Exchange Act of 1934, as amended. Based on preliminary unaudited results the Company anticipates reporting the following significant changes for the fiscal year: * Total sales and other operating revenues are anticipated to have been approximately $1,904 million for the fiscal year ended March 31, 2016, a 7.9% decrease compared to the prior fiscal year principally due to changes in product mix, the negative impact on pricing resulting from an oversupply of tobacco in the market and lower prices paid to tobacco suppliers in most regions due to a stronger U.S. dollar. * Gross profit is anticipated to have decreased by 7.5% to approximately $224 million in fiscal year 2016, though gross margin as a percentage of sales is anticipated to have remained consistent with the prior year. * The Company anticipates reporting a gain of approximately $94 million in other operating income during the fourth quarter of the fiscal year ended March 31, 2016, resulting from the reconsolidation of its Zimbabwe subsidiary as of March 31, 2016, as it has determined that the uncertainty of its ability to maintain a controlling financial interest in its Zimbabwe subsidiary was eliminated as of March 31, 2016. * The Company anticipates reporting operating income of approximately $188 million for the fiscal year ended March 31, 2016, a 92.3% increase over the prior year due principally to the gain from the reconsolidation of the Zimbabwe subsidiary. About Alliance One Alliance One International is principally engaged in purchasing, processing, storing, and selling leaf tobacco. The Company purchases tobacco primarily in the United States, Africa, Europe, South America and Asia for sale to customers primarily in the United States, Europe and Asia. Alliance One reported a net loss of $15.6 million on $2.10 billion of sales and other operating revenues for the year ended March 31, 2015, compared to a net loss of $87 million on $2.3 billion of sales and other operating revenues for the year ended March 31, 2014. As of Dec. 31, 2015, Alliance One had $1.96 billion in total assets, $1.78 billion in total liabilities and $174 million in total equity. * * * As reported by the TCR on Feb. 12, 2015, Moody's Investor Service downgraded the Corporate Family Rating of Alliance One International, Inc. (AOI) to Caa1 from B3. The downgrade of AOI's CFR to Caa1 reflects Moody's expectation that credit metrics will remain weak over the next 12 - 18 months. The TCR reported on April 13, 2015, that Standard & Poor's Ratings Services lowered its corporate credit rating on Morrisville, N.C.-based Alliance One International Inc. to 'CCC+' from 'B-'. ARCH COAL: Files Amended Plan; DS Hearing Set for June 22 --------------------------------------------------------- BankruptcyData.com reported that Arch Coal filed with the U.S. Bankruptcy Court an Amended Joint Plan of Reorganization and related Disclosure Statement. According to a corporate release, the Plan is supported by certain of the Company's senior secured lenders that hold more than 66-2/3% of its first lien term loan. The Disclosure Statement notes, "The Plan that the Debtors have filed provides that holders of General Unsecured Claims will receive their pro rata share of the Debtors' unencumbered assets in the form of (i) cash, subject to reductions for certain fees and, potentially, adequate protection claims and (ii) shares of Prairie Holdings, which is the Debtor that owns a 49% interest in Knight Hawk Holdings, but only if it is judicially determined that Prairie Holdings' interests in Knight Hawk Holdings, are unencumbered. The consideration for the global settlement is to be provided by the holders of First Lien Credit Facility Claims, who will waive the Prepetition Lender Adequate Protection Claim in respect of any diminution in the value of the Prepetition Collateral from the Petition Date through and including June 22, 2016 and, potentially, through the Effective Date, subject to certain exceptions. The Debtors will continue to pursue a resolution among their creditors regarding distributions to holders of General Unsecured Claims in an effort to reach an agreement on a fully consensual plan of reorganization." John W. Eaves, Arch Coal's chairman and C.E.O., states, "We are pleased to submit a plan that will strengthen our balance sheet and enable us to continue our operations and reclamation activities, as we further advance our efforts to position Arch for long-term success. With low-cost production in strategic market segments and the most advantaged coal supply regions, Arch is well-equipped to emerge as a strong competitor. We are confident that, upon emergence, Arch will be poised to prosper in the quickly evolving coal marketplace." The Court scheduled a June 22, 2016 hearing to consider the Disclosure Statement. About Arch Coal Founded in 1969, Arch Coal, Inc., is a producer and marketer of coal in the United States, with operations and coal reserves in each of the major coal-producing regions of the Country. As of January 2016, it was the second-largest holder of coal reserves in the United States, owning or controlling over five billion tons of proven and probable reserves. As of the Petition Date, Arch employed approximately 4,600 full and part-time employees. Arch Coal, Inc. and 71 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to 16-40191) on Jan. 11, 2016. The petition was signed by Robert G. Jones as senior vice president-law, general counsel and secretary. The Debtors disclosed total assets of $5.84 billion and total debt of $6.45 billion. Judge Charles E. Rendlen III has been assigned the case. The Debtors have engaged Davis Polk & Wardwell LLP as counsel, Bryan Cave LLP as local counsel, FTI Consulting, Inc. as restructuring advisor, PJT Partners as investment banker, and Prime Clerk LLC as notice, claims and solicitation agent. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee has retained Kramer Levin Naftalis & Frankel LLP as counsel; Spencer Fane LLP as local counsel; Berkeley Research Group, LLC as financial advisor; Jefferies LLC as investment banker; and Blackacre LLC as coal consultant. ARRIS GROUP: Egan-Jones Cuts Sr. Unsecured Ratings to BB -------------------------------------------------------- Egan-Jones Ratings Company downgraded the senior unsecured ratings on debt issued by ARRIS Group Inc. to BB from BB+ on June 2, 2016. Arris Group is an American telecommunications equipment manufacturing company that provides cable operators with high-speed data, video and telephony systems for homes and businesses. AVON PRODUCTS: Egan-Jones Cuts FC Sr. Unsecured Rating to B ----------------------------------------------------------- Egan-Jones Ratings Company lowered the foreign currency senior unsecured rating on debt issued by Avon Products Inc. to B from BB- on June 2, 2016. Avon Products, Inc. is an American international manufacturer and direct selling company in beauty, household, and personal care categories. BEAR METALLURGICAL: Files for Bankruptcy, Looks to Sell Businesses ------------------------------------------------------------------ Gulf Chemical & Metallurgical Corporation and Bear Metallurgical Company sought creditor protection in the U.S. Bankruptcy Court for the Western District of Pennsylvania with the goal of selling their businesses as a going concern. Gulf believes that a sale of assets under Chapter 11 will create the best opportunity to leave the historical monetary and compliance environmental issues behind and allow a new owner to have a fresh start. Gulf, a recycler of spent petroleum catalysts, sources its income from the refineries who pay it a treatment fee to take the spent catalyst. In turn, Gulf shares the value of the recovered metals with the refinery supplier. In addition, Gulf also sells its metal products on the open market. Spent catalysts contain valuable metals, and Gulf's recycling process extracts those metals from the spent catalyst. The primary metal byproducts of the recycling process are molybdenum and vanadium. Nickel, cobalt, and alumina products are also produced. Bear is a toll conversion company that is a wholly-owned subsidiary of Gulf. Bear converts molybdenum and vanadium oxides into ferromolybdenum and ferrovanadium, which have different uses than the oxide forms of the metals, allowing access to larger markets. Gulf is one of Bear's largest customers. Due to the decline in the prices of metals coupled with environmental challenges, the Debtors said they have been unprofitable for the past years. "[T]he market prices of molybdenum and vanadium have steadily declined. Molybdenum, which traded at more than $15 per pound at the start of 2011, dropped below $5 per pound in 2015 and is currently approximately $7 per pound. Ferreovanadium went from $15 per pound in 2011 to less than $6 per pound in 2015. Nickel prices have also markedly declined. The volume of vanadium pentoxide and molybdenum trioxide available for conversion from Gulf and other parties has also been affected by metals pricing," said Gulf's Chief Executive Officer Eric Caridroit. In addition, Gulf had spent more than $10 million in environmental penalties and invested more than $50 million in capital projects directly related to environmental matters over the past six years. In early 2016, the Debtors retained Rothschild Global Financial Advisory to explore transactions for the sale of their businesses. On the Petition Date, the Debtors filed a motion for the approval of bid procedures for the sale of their assets either together or separately. There is currently no stalking horse offer for Gulf's or Bear's assets. However, the Debtors said there have been material discussions with at least one interested party to serve as a stalking horse bidder for the purchase of Bear's assets. Should the parties reach agreement with a party to serve as a stalking horse bidder for Gulf's or Bear's assets, or both, the Debtors would intend to seek approval of any proposed bid protections requested by such stalking horse bidder or bidders on shortened notice while still complying with the terms of any Court-approved bid procedures. Because of the extensive prepetition marketing process, the Debtors have proposed an approximately eight week period for interested parties to make qualified bids. The Debtors believe that this timetable best balances the desire to maximize value without unduly prolonging the bankruptcy process and the associated cost. Gulf's parent company Comilog Holding has agreed to provide the Debtors with an up to $12 million senior secured debtor-in- possession loan. The Debtors said the DIP Loan will be sufficient for them to operate in the ordinary course of business, including responsibly processing all of the spent catalyst Gulf currently holds or acquires during the cases. The DIP Loan will also provide sufficient liquidity for the Debtors to market their businesses and consummate going concern sale transactions. Concurrently with the filing of the Chapter 11 cases, the Debtors have filed a number of first day pleadings seeking authority to, among other things, obtain post-petition financing and use cash collateral, continue using existing cash management systems and prohibit utility providers from discontinuing services. Gulf estimated both assets and liabilities in the range of $100 million to $500 million while Bear estimated assets and liabilities in the range of $1 million to $10 million. As of the Petition Date, Gulf and Bear had approximately $2,800,000 and $575,000, respectively, in general unsecured debt made up primarily of trade obligations. In addition, the Texas Department of Environmental Quality has asserted claims against Gulf for more than $7.9 million in penalties related to environmental issues, which the Debtors dispute. The Debtors have hired McDonald Hopkins LLC as lead counsel, Cohen & Grigsby, P.C. as local counsel, Stoneleigh Group Holdings, LLC as financial advisors, and Kurtzman Carson Consultants LLC as notice, claims and balloting agent. The cases are jointly administered before Judge Jeffery A. Deller under Lead Case No. 16-22192. BEAR METALLURGICAL: Seeks 21-Day Extension to File Schedules ------------------------------------------------------------ Given the size and complexity of their businesses, the fact that certain prepetition invoices have not yet been received and entered into their financial systems, and the complexity of some intercompany claims, Gulf Chemical & Metallurgical Corporation and Bear Metallurgical Company asked the Bankruptcy Court to extend their deadline to file Schedules and Statements by an additional 21 days, through and including July 19, 2016. Pursuant to Section 521 of the Bankruptcy Code and Bankruptcy Rules 1007(b) and 1007(c), a debtor is required to file with the Court within 14 days of the Petition Date (a) a schedule of assets and liabilities, (b) a statement of financial affairs, (c) a schedule of current income and expenditures, (d) a statement of executory contracts and unexpired leases, and (e) a list of equity security holders The Debtors estimate they have more than 1200 creditors and other interested parties in the aggregate. The Debtors also have intercompany claims among the Debtors and with affiliated non-debtors. "While the Debtors have commenced the task of gathering the necessary information to prepare and finalize the Schedules and Statements, the Debtors believe that the 14-day automatic extension of time to file such Schedules and Statements provided by Bankruptcy Rule 1007(c) is not sufficient to permit completion of the Schedules and Statements," said Sean D. Malloy, Esq., at McDonald Hopkins LLC, one of the Debtors' attorneys. The Debtors are also undertaking a sale and bidding process. The Debtors said the timing of such process will not be adversely impacted by this requested extension. Moreover, the Debtors maintained the requested extension will still allow the Schedules and Statements to be filed prior to a 341 meeting of creditors, which is required to be conducted no later than 60 days from the Petition Date. About Bear Metallurgical Gulf Chemical & Metallurgical Corporation is a recycler of spent petroleum catalysts. As a recycler of spent catalyst, Gulf offers refineries the opportunity to choose recycling as an option that is more appealing than other catalyst disposition options. In particular, compared to landfilling, recycling is better for the environment and in most economic conditions less expensive. Bear Metallurgical Company is a toll conversion company that is a wholly-owned subsidiary of Gulf. Bear converts molybdenum and vanadium oxides into ferromolybdenum and ferrovanadium, which have different uses than the oxide forms of the metals, allowing access to larger markets. Gulf is one of Bear's largest customers. Bear's profitability is driven by volume, which is in turn affected by the market prices of the metals. Each of Gulf and Bear filed a voluntary Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Lead Case No. 16-22192) on June 14, 2016. The petitions were signed by Eric Caridroit as chief executive officer. Gulf estimated both assets and liabilities in the range of $100 million to $500 million while Bear estimated assets and liabilities in the range of $1 million to $10 million. As of the Petition Date, Gulf and Bear had approximately $2,800,000 and $575,000, respectively, in general unsecured debt made up primarily of trade obligations. In addition, the Texas Department of Environmental Quality has asserted claims against Gulf for more than $7.9 million in penalties related to environmental issues, which the Debtors dispute. The Debtors have hired McDonald Hopkins LLC as lead counsel, Cohen & Grigsby, P.C. as local counsel, Stoneleigh Group Holdings, LLC as financial advisors, and Kurtzman Carson Consultants LLC as notice, claims and balloting agent. The cases are jointly administered before Judge Jeffery A. Deller under Lead Case No. 16-22192. BERRY PLASTICS: $400 Million Notes Exchange Offer Expires --------------------------------------------------------- Berry Plastics Group, Inc., announced that Berry Plastics Corporation's, Berry's wholly owned subsidiary, offer to exchange any and all of its outstanding $400 million 6.00 percent Second Priority Senior Secured Notes due 2022 that were issued on Oct. 1, 2015, in a private placement, for $400 million 6.00 percent Second Priority Senior Secured Notes due 2022 that have been registered under the Securities Act of 1933, as amended, expired at 5:00 p.m., New York City time, on Monday, June 13, 2016. Berry has been advised that tenders with respect to 100 percent of the $400 million aggregate principal amount of the private notes were received prior to the expiration of the exchange offer. Berry expects the Issuer to complete the exchange offer and issue the registered notes in exchange for the private notes on or about June 16, 2016, subject to certain customary conditions. About Berry Plastics Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At Jan. 2, 2010, the Company had more than 80 production and manufacturing facilities, primarily located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. Berry Group is primarily owned by affiliates of Apollo Management, L.P., and Graham Partners. Berry, through its wholly owned subsidiaries operates five reporting segments: Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings and Specialty Films. The Company's customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of the capital stock of Pliant upon Pliant's emergence from reorganization pursuant to a proceeding under Chapter 11 for a purchase price of $602.7 million. Pliant is a manufacturer of films and flexible packaging for food, personal care, medical, agricultural and industrial applications. Berry Plastics reported net income attributable to the Company of $86 million on $4.88 billion of net sales for the year ended Sept. 26, 2015, compared to net income of $62 million on $4.95 billion of net sales for the year ended Sept. 27, 2014. As reported by the TCR on Jan. 30, 2015, Moody's Investors Service upgraded the corporate family rating of Berry Plastics to 'B1' from 'B2'. The upgrade of the corporate family rating reflects the pro-forma benefits from the recent restructuring and acquisitions. The TCR reported on Feb. 23, 2016, that Standard & Poor's Ratings Services raised its corporate credit rating on Berry Plastics Group Inc. to 'BB-' from 'B+' and the issue-level ratings on the company's first-lien term loan and second-lien secured notes to 'BB' and 'B+', from 'BB-' and 'B' respectively. The outlook is positive. * * * This concludes the Troubled Company Reporter's coverage of Berry Plastics Group, Inc. until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. BLUE COAT: S&P Puts 'B-' CCR on CreditWatch Positive ---------------------------------------------------- S&P Global Ratings said it placed all its ratings, including the 'B-' corporate credit rating, on Blue Coat Holdings Inc. on CreditWatch with positive implications. "The CreditWatch action follows the announcement that Symantec Corp. (BBB-/Watch Negative/--) has agreed to acquire Blue Coat from sponsor Bain Capital for approximately $4.65 billion," said S&P Global Ratings credit analyst Kenneth Fleming. S&P expects the transaction to close in the third quarter of 2016 pending regulatory approval. As part of the transaction, Symantec will repay Blue Coat's existing debt. S&P expects to resolve the CreditWatch when the transaction closes. At that time S&P will likely raise its corporate credit rating on Blue Coat to equalize it with the rating on Symantec, which has a stronger credit profile. S&P would then withdraw all of its ratings on Blue Coat including the issue level ratings on its term loan and senior unsecured notes since its existing debt will be repaid as part of the transaction. Alternatively, if the transaction is not completed, S&P would reassess its ratings on Blue Coat, which would most likely result in our affirming them and removing them from CreditWatch. CHAMPION INDUSTRIES: Incurs $81,250 Net Loss in Second Quarter -------------------------------------------------------------- Champion Industries, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $81,250 on $15.9 million of total revenues for the three months ended April 30, 2016, compared to net income of $47,897 on $16.3 million of total revenues for the same period in 2015. For the six months ended April 30, 2016, Champion reported a net loss of $351,622 on $31.79 million of total revenues compared to a net loss of $419,921 on $31.08 million of total revenues for the six months ended April 30, 2015. As of April 30, 2016, the Company had $23.6 million in total assets, $21.95 million in total liabilities and $1.66 million in total shareholders' equity. At April 30, 2016, the Company had cash of $0.7 million. This is compared to $0.5 million at the Company's fiscal year end Oct. 31, 2015. The increase in cash, as has been the case for some time, is timing, and is dependent on collection of accounts receivable and subsequent disbursement to vendors as the Company operates on a working capital basis. The Company has been able to successfully operate under this condition for almost two years, and during this time has maintained stability in payments to its vendors and thus restored its good credit standing. A full-text copy of the Form 10-Q is available for free at: https://is.gd/bxtxbB About Champion Industries Champion Industries, Inc., is engaged in the commercial printing and office products and furniture supply business in regional markets east of the Mississippi River. The Company also publishes The Herald-Dispatch daily newspaper in Huntington, West Virginia with a total daily and Sunday circulation of approximately 23,000 and 28,000. Champion Industries reported a net loss of $1.19 million on $61.28 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $1.13 million on $63.52 million of total revenues for the year ended Oct. 31, 2014. CHC GROUP: Says That Weil Fee Advances Are Not Part of Estate ------------------------------------------------------------- CHC Group Ltd. and its affiliated debtors submitted to the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, their reply to the U.S. Trustee's objection to the Debtors' application for the retention of Weil, Gotshal & Manges LLP as the Debtors' Attorneys. "The U.S. Trustee objects to the Weil Application on the assertion that postpetition Weil effectuated an account reconciliation with respect to the Debtors' prepetition fee advance credit without first obtaining leave of the Court... the U.S. Trustee inaccurately describes this transaction and its Objection is misplaced. In connection with Weil's establishment of the trust account required by local law to hold client retainer funds, Weil made an accounting adjustment to reduce the amount of the fee advance credit booked in favor of the Debtors to reflect fees and expenses incurred by Weil in the days leading up to the filing of these chapter 11 cases. This was not a 'draw down' of a prepetition security retainer and did not require prior Court approval. The funds collected by Weil as fee advances prior to the commencement of these cases constituted advance payment retainers and did not become property of the Debtors' estates at filing. Thus, Weil was not required to obtain leave of the Court in order to effectuate this postpetition accounting reconciliation," the Debtors assert. CHC Group Ltd. and its affiliated debtors are represented by: Stephen A. Youngman, Esq. WEIL, GOTSHAL & MANGES LLP 200 Crescent Court, Suite 300 Dallas, TX 75201 Telephone: (214)746-7700 Facsimile: (214)746-7777 E-mail: stephen.youngman@weil.com - and - Gary T. Holtzer, Esq. Kelly DiBlasi, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Telephone: (212)310-8000 Facsimile: (212)310-8007 E-mail: gary.holtzer@weil.com kelly.diblasi@weil.com About CHC Group Ltd. Headquartered in Irving, Texas, CHC is a global commercial helicopter services company primarily servicing the offshore oil and gas industry. CHC maintains bases on six continents with major operations in the North Sea, Brazil, Australia, and several locations across Africa, Eastern Europe, and South East Asia. CHC maintains a fleet of 230 medium and heavy helicopters, 67 of which are owned by it and the remainder are leased from various third-party lessors. CHC Group Ltd. and 42 of its wholly-owned subsidiaries each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-31854) on May 5, 2016. As of Jan. 31, 2016, CHG had $2.16 billion in total assets and $2.19 billion in total liabilities. The Debtors have hired Weil, Gotshal & Manges LLP as counsel, Debevoise & Plimpton LLP as special aircraft counsel, PJT Partners LP as investment banker, Seabury Corporate Advisors LLC as financial advisor, CDG Group, LLC as restructuring advisor, and Kurtzman Carson Consultants LLC as claims and noticing agent. The Office of the U.S. Trustee on May 13, 2016, appointed five creditors of CHC Group Ltd. to serve on the official committee of unsecured creditors. CLEAR CHANNEL: S&P Assigns 'B-' CCR, Outlook Stable --------------------------------------------------- S&P Global Ratings said that it assigned its 'B-' corporate credit rating to San Antonio, Texas-based outdoor advertiser Clear Channel Outdoor Holdings Inc. (CCOH). The rating outlook is stable. At the same time, S&P raised its issue-level rating on the company's senior unsecured debt to 'B+' from 'B-'. The recovery rating remains '1', indicating S&P's expectation for very high recovery (90%-100%) of principal in the event of a payment default. Simultaneously, S&P revised its recovery rating on the company's senior subordinated debt to '4' from '1'. The issue-level rating remains unchanged at 'B-'. The '4' recovery rating indicates S&P's expectation for average recovery (30%-50%; lower half of the range) of principal in the event of a payment default. "We view CCOH as an insulated subsidiary of the controlling shareholder, iHeartCommunications Inc., based on CCOH's ability to stand on its own, its independent funding prospects, and the unlikelihood that it would get drawn into hypothetical bankruptcy proceedings at iHeartCommunications that would lead to it defaulting on its obligations," said S&P Global Ratings credit analyst Jeanne Shoesmith. "These reasons, coupled with an incurrence test governing CCOH's ability to issue additional debt and pay dividends, lead us to assign CCOH a corporate credit rating that is two notches above the group credit rating (the 'CCC' corporate credit rating on iHeartMedia Inc.)." The stable rating outlook reflects S&P's expectation that barring a deterioration of CCOH's stand-alone credit profile or a revision to S&P's assessment that the company is an insulated subsidiary, S&P don't expect to lower its corporate credit rating on CCOH to below 'B-' in the event iHeartMedia is downgraded. S&P also expects that CCOH will maintain adequate liquidity and positive discretionary cash flow over the next 12-18 months. S&P could lower its corporate credit rating on CCOH if S&P become convinced that the company's capital structure is unsustainable. This could result from debt-financed shareholder distributions or asset sales without corresponding debt repayment that cause cash flow to turn and remain negative. S&P could raise its rating on CCOH if iHeartCommunications reduces its stake in the company, such that S&P assess CCOH as having a significant minority shareholders with an active economic interest. S&P don't view this as likely over the next two to three years, given that iHeartCommunications and its subsidiaries currently own a 99% voting interest in CCOH. CLIFFS NATURAL: Egan-Jones Cuts Sr. Unsecured Debt Rating to D -------------------------------------------------------------- Egan-Jones Ratings Company downgraded the foreign currency senior unsecured rating on debt issued by Cliffs Natural Resources Inc. to D from B on June 1, 2016. EJR also lowered the foreign currency commercial paper rating on the Company to D from B. Cliffs Natural Resources, formerly Cleveland-Cliffs, is a Cleveland, Ohio, business firm that specializes in the mining and beneficiation of iron ore. COLORADO SPRINGS: S&P Withdraws 'BB' Rating on 2010 School Bonds ---------------------------------------------------------------- S&P Global Ratings has withdrawn its 'BB' underlying rating for credit program on Colorado Educational & Cultural Facilities Authority's series 2010 charter school revenue bonds, issued for the Colorado Springs Charter Academy (CSCA), at issuer's request. CONTINENTAL CARWASH: Taps David C. Johnston as Bankruptcy Counsel ----------------------------------------------------------------- Continental Carwash Partners seeks authorization from the Hon. Christopher M. Klein of the U.S. Bankruptcy Court for the Eastern District of California to employ David C. Johnston as bankruptcy counsel. Mr. Johnston will: (a) give the Debtor legal advice about various bankruptcy options, including relief under Chapters 7 and 11, and legal advice about non-bankruptcy alternatives for dealing with the claims against it; (b) give the Debtor-in-Possession legal advice about its rights, powers, and obligations in the Chapter 11 case and in the management of the estate; (c) take necessary action to enforce the automatic stay and to oppose motions for relief from the automatic stay; (d) take necessary action to recover and avoid any preferential or fraudulent transfers; (e) appear with the Debtor's representative at the meeting of creditors, initial interview with the U.S. Trustee, status conference, and other hearings held before the Court; (f) review and if necessary, objecting to proofs of claim; (g) take steps to obtain Court authority for the sale of assets if necessary; and (h) prepare a plan of reorganization and a disclosure statement and taking all steps necessary to bring the plan to confirmation, if possible. Mr. Johnston does not hold any interest adverse to the estate and is a disinterested person as defined in 11 U.S.C. Section 101(14). Mr. Johnston and the Debtor have agreed, subject to final allowance of fees by the Court, that the hourly rate to be charged by him is $300. Periodic applications for interim compensation will be made, and at the conclusion of the case, a final application for allowance of compensation will be made. During the one year period prior to the commencement of this case, these sums were paid to Mr. Johnston by the Debtor: $3,500 for pre-petition services rendered over a four year period; and $1,717 which was used to pay the Court's filing fee. Headquartered in Manteca, California, Continental Carwash Partners filed for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No. 16-22597) on April 23, 2016, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Dean Hanson, managing partner. Judge Christopher M. Klein presides over the case. David C. Johnston, Esq., who has an office in Modesto, California, serves as the Debtor's bankruptcy counsel. CONTINENTAL RESOURCES: Egan-Jones Cuts FC Sr. Unsec. Rating to B+ ----------------------------------------------------------------- Egan-Jones Ratings Company downgraded the foreign currency senior unsecured rating on debt issued by Continental Resources Inc. to B+ from BB+ on June 2, 2016. Continental Resources, Inc. is an oil and natural gas producer based in Oklahoma City. COOPER TIRE: S&P Raises Rating to 'BB', Outlook Stable ------------------------------------------------------ S&P Global Ratings said that it has upgraded Findlay, Ohio-based tire maker Cooper Tire & Rubber Co. to 'BB' from 'BB-'. The outlook is stable. At the same time, S&P raised its issue-level ratings on the company's senior unsecured debt to 'BB' from 'BB-'. The '4' recovery rating remains unchanged, indicating S&P's expectation for average recovery (30%-50%; lower half of the range) for debtholders in the event of a payment default. "The upgrade reflects Cooper's increasingly favorable product mix, management's operating-efficiency initiatives, and the continued growth of the company's original equipment (OE) channel in China," said S&P Global credit analyst Lawrence Orlowski. As of the first-quarter of 2016, the company's free operating cash flow (FOCF)-to-total debt ratio was 23% and its adjusted debt-to-EBITDA metric was 1.3x. S&P believes that these operating metrics provide Cooper with a sufficient cushion to offset the volatility in its raw material prices and industry pricing pressures, thereby supporting S&P's intermediate assessment of the company's financial risk profile on a sustained basis. The stable outlook on Cooper Tire & Rubber Co. reflects the company's sound credit measures and S&P's expectation that it could continue to maintain a FOCF-to-debt ratio of at least 15% and an adjusted debt-to-EBITDA metric of below 3x on a sustained basis. S&P could lower its ratings on Cooper if S&P came to believe that the company would be unable to maintain credit metrics that are appropriate for an intermediate financial risk profile, namely a debt-to-EBITDA ratio of below 3.0x and a FOCF-to-debt ratio of more than 15% on a sustained basis. This could happen, for instance, if Cooper's revenue declines by the high-single digit percent area and its gross margins fall below 23% on a sustained basis. Though unlikely in the near term, S&P could upgrade Cooper if it improves its business risk profile. This could happen if S&P came to believe that it had strengthened its competitive position by further shifting its product mix toward value-added products, winning and sustaining new OE business in China, or improving its operational efficiency through ongoing cost-savings initiatives. COTT FINANCE: S&P Assigns 'B-' Rating on EUR450MM Sr. Unsec. Notes ------------------------------------------------------------------ S&P Global Ratings said it assigned its 'B-' issue-level rating and '5' recovery rating (high end of the range) to Cott Finance Corp.'s (an escrow issuer of parent Cott Corp.) EUR450 million senior unsecured notes. The proceeds from the notes, along with a draw on the company's asset-based loan will be used to finance the EUR470 million acquisition of Eden Springs International S.A. (rated as Hydra Dutch Holdings 2 B.V. [B/Stable/]), a European coffee and water delivery service. On closing, Cott Finance Corp. will amalgamate with Cott Corp., and the combined company will assume all obligations of the escrow issuer under the new notes. The notes will rank equally with all of Cott's existing unsecured indebtedness and will be fully guaranteed by the company's existing and future subsidiaries that are also guarantors of the obligations under Cott's existing asset-based loan facility. S&P bases its view on the assumption that the company will repay the rated debt at Hydra Dutch on closing, with no significant amounts of debt left at the operating subsidiary that would affect S&P's recovery ratings on Cott's unsecured debt. S&P believes the acquisition is consistent with the company's strategy of diversifying into growing, higher-margin beverage categories, and reducing exposure to big-box retailers and carbonated soft drinks. In S&P's view, the Eden Spring acquisition, along with Cott's previous acquisitions of DS Services of America Inc. and Aquaterra Corp., will improve the company's breadth in water and coffee delivery, and translate into modest incremental revenue growth, higher margins, and greater product and customer diversity. "We expect that Cott's leverage will remain consistent with the rating, as incremental EBITDA contribution from Eden Springs and modest acquisition synergies should contribute to meaningful debt reduction from free cash flows enabling the company to maintain adjusted debt-to-EBITDA in the 4x-5x range," said S&P Global Ratings credit analyst Nayeem Islam. RATINGS LIST Cott Corp. Corporate credit rating B/Stable/-- Ratings Assigned Cott Finance Corp. EUR450 million senior unsecured notes B- Recovery rating 5H CYTORI THERAPEUTICS: Expects to Get $17.1M from Rights Offering --------------------------------------------------------------- Cytori Therapeutics, Inc., announced that the subscription period for its rights offering of units at a subscription price of $2.55 per unit, expired on June 10, 2016, and are no longer exercisable. Based on the review of results provided by the company's subscription agent, Broadridge Corporate Issuer Solutions, Inc., Cytori estimates that it will receive aggregate gross proceeds from the offering of approximately $17.1 million. The results of the offering and Cytori's estimates regarding the aggregate gross proceeds of the offering to be received by the Cytori are preliminary and subject to finalization and verification by its subscription agent. Cytori expects the subscription agent and the Depositary Trust Company to finish tabulating the results on or about June 13, 2016. Cytori anticipates that closing of the offering will occur on or about Wednesday, June 15, 2016, subject to satisfaction or waiver of all conditions to closing. Upon the closing, the subscription agent will distribute, by way of direct registration in book-entry form or through the facilities of DTC, as applicable, the common stock and warrants to holders of rights who validly exercised their rights and paid the subscription price in full. No physical stock or warrant certificates will be issued to stockholders. After issuance of the units under the offering, Cytori will have approximately 20.5 million shares of Common Stock issued and outstanding, and approximately 3.4 million warrants issued in the offering, which warrants will be exercisable for an aggregate of up to 3.4 million shares of Common Stock at an exercise price of $3.06 per share. Subject to satisfaction of all conditions precedent to listing, Cytori anticipates that the warrants issued pursuant to the offering will commence trading on The Nasdaq Stock Market under the symbol "CYTXW" (CUSIP Number 23283K121) on or about June 15, 2016. Maxim Group LLC acted as dealer-manager for the rights offering. If you have questions about the offering, please contact Broadridge Corporate Issuer Solutions, Cytori's information agent for the offering, by calling (855) 793-5068 (toll-free); or Maxim Group LLC, 405 Lexington Avenue, New York, NY 10174, Attention Syndicate Department, email: syndicate@maximgrp.com or telephone (212) 895-3745. About Cytori Based in San Diego, California, Cytori Therapeutics (NASDAQ: CYTX) -- http://www.cytori.com/-- is an emerging leader in providing patients and physicians around the world with medical technologies, which harness the potential of adult regenerative cells from adipose tissue. The Company's StemSource(R) product line is sold globally for cell banking and research applications. Cytori reported a net loss allocable to common stockholders of $19.4 million on $4.83 million of product revenues for the year ended Dec. 31, 2015, compared to a net loss allocable to common stockholders of $38.5 million on $4.95 million of product revenues for the year ended Dec. 31, 2015. As of March 31, 2016, Cytori had $32.9 million in total assets, $25.2 million in total liabilities and $7.74 million in total stockholders' equity. KPMG LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses from operations and liquidity position raises substantial doubt about its ability to continue as a going concern. DEPAUL INDUSTRIES: AMCI Extends $1,000,000 of DIP Financing ----------------------------------------------------------- To make payroll and pay other critical operating expenses, DePaul Industries and affiliate DePaul Services, Inc., ask the U.S. Bankruptcy Court for permission to enter into a debtor-in-possession financing under which Associated Management Consultants, Inc., will lend up to $700,000 on an interim basis and up to $1,000,000 when the loan agreement is approved on a final basis. The Debtors also ask the Court to grant them access to cash collateral pledged to secure payment of obligations to RSF Social Investment Fund Inc. and Access Business Finance L.L.C., in exchange for postpetition replacement liens. The Debtors advise the Court that Small Business Term Loans, Inc., and Ibis Capital Group may claim to be secured creditors, but neither filed an effective UCC-1 financing statement. The proposed DIP loan will accrue interest at 13% and the Debtor will pay a 10,000 application fee, a $20,000 facility fee, a minimum line fee, and the lenders' professional fees. The DIP facility will is set to expire on the earliest of the effective date of a confirmed chapter 11 plan and Jan. 31, 2017. The lender will receive superpriority postpetition liens subject to a carve-out for professional fees. The DIP Lender can be reached at: AMCI Finance Attn: Bill Schweiger P.O. Box 8205 Spokane, WA 99203-0205 Telephone: (509) 534-6994, ext. 1 and is represented by: David A. Foraker, Esq. Sanford R. Landress, Esq. Greene & Markley, P.C., 1515 S.W. 5th Ave, Suite 600 Portland, OR 97201 E-mail: david.foraker@greenemarkley.com sanford.landress@greenemarkley.com A full-text copy of the DIP financing request is available at http://bankrupt.com/misc/16-32293-0012.pdfat no charge. DePaul tells the Court that RFS is oversecured by 239% and Access is oversecured by 68%. DePaul Industries is a non-profit corporation based in Portland, Ore., founded in 1971 with a mission of providing employment opportunities for people with disabilities. DePaul Services, Inc., was formed in 2004 as a separate Oregon non-profit corporation to segregate DPI's work for governmental entities from its non-governmental work. DePaul lost a major $1 million spice packaging customer in 2015. DPI and DSI filed chapter 11 petitions (Bankr. D. Ore. Case No. 16-32293 and 16-32294) on June 10, 2016, and are represented by Jeffrey C. Misley, Esq., and Thomas W. Stilley, Esq., at Sussman Shank LLP in Portland. At the time of the filing, the Debtors estimated their assets and liabilities at less than $10 million. DEX MEDIA: Authorized to Sell Marlton Property to M&G for $2.6-Mil. ------------------------------------------------------------------- Honorable Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware authorized Dex Media, Inc., and its affiliated debtors to assume the purchase agreement between Supermedia Sales Inc., as the Seller and M&G Investment Assets, LLC, as the Purchaser of a Real Estate located at 20 Lake Center, 401 Route 73, in Marlton, New Jersey. The Purchase Agreement contains these salient terms: (a) The Seller agrees to sell and convey the Property to the Purchaser for a total purchase price of $2,640,400. The Purchaser agrees to pay a good faith deposit in the amount of $264,040 to the Escrow Agent. (b) Prior to any entry by the Purchaser on the Property to conduct the inspections and tests, the Purchaser shall obtain and maintain: (1) a commercial general liability insurance in the amount of $2,000,000 per occurrence and in the aggregate for bodily injury and property damage, (2) property insurance insuring the Purchaser's equipment against all perils, and (3) workers' compensation insurance in amounts required by law. (c) The Purchaser is prepared in all respects to acquire the Property in "As is, where is, with all faults" condition, with the Purchaser assuming all responsibility for same, together with the release of the Seller. About Dex Media DFW Airport, Texas-based Dex Media, Inc. -- aka Newdex, Inc., Dex One Corporation, R.H. Donnelley Corporation -- provides marketing solutions to more than 400,000 business clients across the U.S. Dex Media filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 16-11200) on May 16, 2016. Affiliates Dex Media East, Inc. (Bankr. D. Del. Case No. 16-11201), Dex Media Holdings, Inc. (Bankr. D. Del. Case No. 16-11202), Dex Media Service LLC (Bankr. D. Del. Case No. 16-11203), Dex Media West, Inc. (Bankr. D. Del. Case No. 16-11204), Dex One Digital, Inc. (Bankr. D. Del. Case No. 16-11205), Dex One Service, Inc. (Bankr. D. Del. Case No. 16-11206), R.H. Donnelley APIL, Inc. (Bankr. D. Del. Case No. 16-11207), R.H. Donnelley Corporation (Bankr. D. Del. Case No. 16-11208), R.H. Donnelley Inc. (Bankr. D. Del. Case No. 16-11209), SuperMedia Inc. (Bankr. D. Del. Case No. 16-11210), SuperMedia LLC (Bankr. D. Del. Case No. 16-11211), and SuperMedia Sales Inc. (Bankr. D. Del. Case No. 16-11212) filed for Chapter 11 bankruptcy protection on the same day. The petitions were signed by Andrew Hede, chief restructuring officer. James H.M. Sprayregen, P.C, Marc Kieselstein, P.C., Adam Paul, Esq., and Bradley Thomas Giordano, Esq., at Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as the Debtors' general bankruptcy counsel. Patrick A. Jackson, Esq., and Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' co-counsel. Moelis & Company LLC is the Debtors' investment banker. KPMG LLP is the Debtors' tax advisor. Ernst & Young LLP is the Debtor's auditor. Epiq Bankruptcy Solutions is the Debtors' notice, claims & administrative agent. The Debtors listed $1.26 billion in total assets as of Dec. 31, 2015, and $2.65 billion in total debts as of Dec. 31, 2015. DEX MEDIA: Has Interim OK to Use Cash Collateral ------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorizes Dex Media, Inc., and its affiliated debtors to continue to use the Prepetition Collateral including the Cash Collateral for working capital, general corporate purposes and administrative costs and expenses of the Debtors incurred in these Cases, and for adequate protection payments to the Prepetition Agents and the Prepetition Lenders. As of the Petition Date, the Debtors' consolidated long-term debt obligations totaled approximately $2.4 billion and include, among other things: (a) the Dex East Facility; (b) the Dex West Facility; (c) the RHDI Facility; (d) the SuperMedia Facility; and (e) the Subordinated Notes. As of the Petition Date, the Debtors' funded debt obligations (including accrued interest) are summarized as follows: Facility ($ millions) -------- ------------ Dex East Facility $301 Dex West Facility $277 RHDI Facility $572 SuperMedia Facility $981 Subordinated Notes $270 The Debtors' access to Cash Collateral is absolutely necessary to preserving and maximizing value for the Debtors' stakeholders. The Debtors use Cash Collateral in the ordinary course of business to procure goods and services from vendors, pay their employees, and satisfy other working capital needs. Absent approval of the Interim Order, the Debtors will be effectively unable to generate revenue, operate their businesses, or pay the thousands of individuals who report to work each day. These chapter 11 estates would be immediately and irreparably harmed if this were to occur. Importantly, the Debtors are not seeking to operate their businesses or finance the administration of these chapter 11 cases with debtor-in-possession financing, and are relying entirely on Cash Collateral to fund operations and these chapter 11 cases. Without access to Cash Collateral, the Debtors would be forced to seek postpetition financing, which would impose increased costs and delays on these chapter 11 estates, potentially jeopardizing the Debtors' highly consensual restructuring efforts to the detriment of all stakeholders. The Prepetition Agents and the Required Lenders under the SuperMedia Credit Agreement, the Dex East Credit Agreement, the Dex West Credit Agreement and the RHDI Credit Agreement consent to the Debtors' use of Cash Collateral in accordance with and subject to the terms and conditions contained in the Orders. A full-text copy of the Final Cash Collateral Order dated June 8, 2016 is available at https://is.gd/JBX3zo A full-text copy of the Amended Final Cash Collateral Order dated June 10, 2016 is available at https://is.gd/W4WUSQ About Dex Media DFW Airport, Texas-based Dex Media, Inc. -- aka Newdex, Inc., Dex One Corporation, R.H. Donnelley Corporation -- provides marketing solutions to more than 400,000 business clients across the U.S. Dex Media filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 16-11200) on May 16, 2016. Affiliates Dex Media East, Inc. (Bankr. D. Del. Case No. 16-11201), Dex Media Holdings, Inc. (Bankr. D. Del. Case No. 16-11202), Dex Media Service LLC (Bankr. D. Del. Case No. 16-11203), Dex Media West, Inc. (Bankr. D. Del. Case No. 16-11204), Dex One Digital, Inc. (Bankr. D. Del. Case No. 16-11205), Dex One Service, Inc. (Bankr. D. Del. Case No. 16-11206), R.H. Donnelley APIL, Inc. (Bankr. D. Del. Case No. 16-11207), R.H. Donnelley Corporation (Bankr. D. Del. Case No. 16-11208), R.H. Donnelley Inc. (Bankr. D. Del. Case No. 16-11209), SuperMedia Inc. (Bankr. D. Del. Case No. 16-11210), SuperMedia LLC (Bankr. D. Del. Case No. 16-11211), and SuperMedia Sales Inc. (Bankr. D. Del. Case No. 16-11212) filed for Chapter 11 bankruptcy protection on the same day. The petitions were signed by Andrew Hede, chief restructuring officer. James H.M. Sprayregen, P.C, Marc Kieselstein, P.C., Adam Paul, Esq., and Bradley Thomas Giordano, Esq., at Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as the Debtors' general bankruptcy counsel. Patrick A. Jackson, Esq., and Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the Debtors' co-counsel. Moelis & Company LLC is the Debtors' investment banker. KPMG LLP is the Debtors' tax advisor. Ernst & Young LLP is the Debtor's auditor. Epiq Bankruptcy Solutions is the Debtors' notice, claims & administrative agent. The Debtors listed $1.26 billion in total assets as of Dec. 31, 2015, and $2.65 billion in total debts as of Dec. 31, 2015. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Dex Media, Inc. DIVERSIFIED RESOURCES: Needs More Time to File April 30 10-Q ------------------------------------------------------------ Diversified Resources, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its quarterly report on Form 10-Q for the quarter ended April 30, 2016. The Company did not complete its financial statements in sufficient time so as to allow the filing of the report by June 14, 2016. About Diversified Resources Diversified Resources Inc. is active in oil and gas exploration and production in the Rocky Mountain region of the U.S. The Company maintains its headquarters in Littleton, Colorado. Diversified Resources reported a net loss of $4.81 million on $602,980 of operating revenues for the year ended Oct. 31, 2015, compared to net income of $726,120 on $161,623 of operating revenues for the year ended Oct. 31, 2014. As of Jan. 31, 2016, Diversified had $7.55 million in total assets, $5.36 million in total liabilities and $2.18 million in total stockholders' equity. Frazier & Deeter, LLC, in Atlanta, Georgia, issued a "going concern" qualification on the consolidated financial statements for the year ended Oct. 31, 2015, citing that the Company has an accumulated deficit and has incurred significant operating losses and has a working capital deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern. DYNCORP INT'L: S&P Raises CCR to 'CCC+' After Refinancing --------------------------------------------------------- S&P Global Ratings said that it has raised its corporate credit rating on DynCorp International Inc. to 'CCC+' from 'CCC' and removed its ratings on the company from CreditWatch, where S&P placed them with positive implications on May 4, 2016. The outlook is positive. At the same time, S&P also raised its issue-level ratings on the company's remaining 10.375% notes due 2017 to 'CCC-' from 'CC'. The '6' recovery rating remains unchanged, indicating S&P's expectation of minimal (0%-10%) recovery in a default scenario. Additionally, S&P affirmed its 'B' and 'CCC-' issue-level ratings on DI's amended first-lien secured credit facility and new second-lien notes because S&P based the ratings on the high likelihood that it would upgrade the company. S&P's '1' and '6' recovery ratings on the first-lien facility and second-lien notes, respectively, remain unchanged. "The upgrade reflects DI's improved liquidity position following the refinancing of its existing capital structure with an amended credit facility and second-lien notes, which allowed the company to extend its material near-term debt maturities," said S&P Global credit analyst Christopher Denicolo. S&P expects that the company's credit ratios will remain weak in 2016 because its revenue and earnings will likely decline and the recent refinancing increased its interest expense, leading it to post a debt-to-EBITDA metric of 8.5x-9.5x (a level that we believe to be unsustainable over the long-term). Although S&P expects DI's leverage to decline over the next 12-24 months as it experiences modest revenue and earnings growth and its debt levels decline, there is some uncertainty in S&P's forecast because it assumes that the company will win significant new business and retain the INL Air Wing contract. The positive outlook on DI reflects the company's improved liquidity position following the refinancing and S&P's expectation that its revenue and margins will improve over the next 12-24 months. S&P expects the company's credit ratios to remain weak in 2016, with a debt-to-EBITDA metric of 8.5x-9.5x, but believe that they will improve as its less profitable contracts end and are replaced with new business. However, there is some uncertainty in S&P's forecast because it depends on new business wins, which may be difficult to secure in the very competitive government services market, and assumes that the company will retain the INL-Air Wing contract. S&P could raise its ratings on DI if the company is able to extend or retain the INL-Air Wing contract, win new business, improve its margins, and reduce its debt such that its debt-to-EBITDA metric declines below 8x and S&P no longer believes that the company's leverage is unsustainable. S&P could revise its outlook on DI to stable if the company is unable to win new business as expected, leaving it with elevated credit metrics. In addition, S&P could lower its ratings on DI if the company does not retain the INL-Air Wing contract and the loss of the contract causes its revenue, earnings, and liquidity to deteriorate significantly. DYNEGY INC: Moody's Affirms B2 Corporate Family Rating ------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating and LGD2 (23%) loss given default rating to Dynegy Inc's (Dynegy) proposed $2 billion senior secured term loan. The B2 corporate family rating (CFR), Ba3 senior secured bank credit facility rating, B3 senior unsecured rating and SGL-2 speculative grade liquidity (SGL) rating are all affirmed. The outlook is stable. The LGD4 (66%) loss given default rating on the unsecured bonds was lowered to LGD5 (73%) due to the addition of a substantial amount of secured debt to the capital structure. The proceeds from the new secured term loan, along with a $400 million Tangible Equity Unit (TEU) issuance, a $150 million equity investment in Dynegy by the private equity firm Energy Capital Partners (ECP), $450 million in revolver draws and about $340 million in cash will be used to purchase an 9.1 GW portfolio of gas and coal fired assets from GDF-Suez Energy North America Inc, an unrated subsidiary of Engie S.A. (Engie, A2 stable) for $3.3 billion. Assignments: -- Senior Secured Bank Credit Facility, Assigned Ba3, LGD 2 Outlook Actions: -- Outlook, Remains Stable Affirmations: -- Probability of Default Rating, Affirmed B2-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-2 -- Corporate Family Rating, Affirmed B2 -- Senior Secured Bank Credit Facility, Affirmed Ba3, LGD2 -- Senior Unsecured Regular Bond/Debenture, Affirmed B3, LGD lowered to LGD5 from LGD4 RATINGS RATIONALE The affirmation of Dynegy's B2 CFR rating reflects the company's substantial merchant exposure, recent acquisitions that have strengthened its business risk profile, and a financial profile that is adequate for the rating. "The new financing plan is consistent with Moody's expectation that Dynegy will eventually acquire full ownership of the Engie assets, while the Ba3 senior secured rating reflects the presence of over $5 billion of unsecured debt in the capital structure" said Swami Venkataraman, Vice President -- Senior Credit Officer at Moody's. "While the acquisition further strengthens Dynegy's market position and we expect that about 75% of EBITDA will now come from the gas plants in the portfolio, we do not anticipate material deleveraging until 2018 with Moody's adjusted cash from operations pre-working capital (CFO Pre-WC) coverage of debt remaining at 4%-6%, free cash flow of about $100-200 million and Debt/EBITDA of about 8x in 2016-17 including revolver draws", he added. The acquisition was first announced in February 2016, when Dynegy intended to complete the acquisition at a joint venture with ECP. That structure was largely a result of the then prevailing unfavorable capital market conditions. The JV had put and call options that envisaged Dynegy eventually acquiring full ownership of the assets. Dynegy and ECP have now terminated the JV agreement. The termination requires Dynegy to make a $375 million payment to ECP, which Moody's assume will be initially financed from Dynegy's revolver. Dynegy is pursuing asset sales and the proceeds proceeds are expected to be utilized to retire revolver drawings and to pay the ECP make whole payment. Moody's forecast however does not factor in a sale of the Independence plant. The acquisition increases the size of Dynegy's portfolio to about 30 GW (excluding Illinois Power Holdings) providing more synergies and economies of scale in operations. Further, 92% of the Engie portfolio consists of gas-fired combined cycle and peaking units, and 8% coal plants, primarily the 635 MW Coleto Creek coal plant in Texas. This is credit positive as gas plants are much better positioned under current merchant market conditions. Moody's estimates that about 85% of Dynegy's EBITDA and over 90% of its free cash flow will come from the gas plants, which provides greater resiliency to cash flows should market conditions weaken further. Some cash flow stability is also provided by the fact that about 40% of Dynegy's gross margin comes from capacity revenues and is hence known for three years looking forward. Geographically, PJM and ISO-NE will now dominate the Dynegy portfolio, providing 60% and 30% of EBITDA. ERCOT, MISO and CAISO will account for approximately 15%, 8% and 8% respectively of capacity but contribute very little to EBITDA. In our view, these positions, especially in MISO and ERCOT, look more like a long call option on a market recovery. We expect Dynegy to eventually sell its assets in CAISO. Moody's said, "The addition of the Engie assets will generate significant operational synergies, chiefly in G&A savings, which we have incorporated into our forecast. There are also expected to be synergies in O&M costs and capex spending, largely on account of economies of scale created by Dynegy's 35 GW fleet, which we have not incorporated. Our forecast also does not consider potential scarcity premium revenues in Texas while capacity revenues in MISO are held to be constant at the level of the latest auction ($72/MW-day) "In 2016-17, we expect cash from operations pre-working capital (CFO Pre-WC) and free cash flow coverage of debt to be in the range of 4%-6% and 1-2% respectively. Ratios are lower in 2016 owing to the acquisition debt with the benefit of only 2-3 months of cash flows while in 2017, the fleet has higher, non-recurring, maintenance capex that depresses free cash flow. We expect the financial profile to improve from 2018 onwards because of stronger cash flows, resulting primarily from higher capacity revenues in New England and more moderate levels of maintenance capex. We expect cash from operations pre-working capital (CFO Pre-WC) and free cash flow coverage of debt of 7%-9% and 5-6% respectively, while Debt/EBITDA declines to about 6x-7x. These higher ratios would be consistent with a higher rating. Dynegy has also indicated a desire to use excess cash flows to deleverage the balance sheet, which would improve ratios further. Nevertheless, we do not expect the higher ratios, or any material deleveraging, until 2018." Liquidity Dynegy has an SGL-2 speculative grade liquidity rating. This assessment primarily reflects Moody's expectation that the company can fund all operating cash needs, including maintenance capex, from operating cash flows for the next twelve months. Dynegy has a $1.48 billion credit facility,. As part of this acquisition, Dynegy is increasing its revolver by $75 million and putting in place an additional $50 million LC facility. $441 million of LCs were outstanding at March 31, 2016. However, another $450 million will be drawn to fund the Engie acquisition and potentially an additional $375 million to cover the ECP make whole payment. While this would utilize about 78% of the revolver, Moody's expects these draws to be paid down from asset sale proceeds. Failure to do so in a timely manner could negatively affect Dynegy's SGL-2 speculative grade liquidity rating. Dynegy's revolver has a covenant requiring consolidated senior secured net debt to consolidated adjusted EBITDA to be no more than 3.75x for 2016 and 3.00x after March 31, 2017. This covenant does not apply if utilization under the facility is less than 25%. Also, Dynegy is allowed to decrease its secured debt by up to $150 million of cash on hand for ratio purposes. Dynegy was comfortably in compliance with this covenant as of March 31, 2016. The addition of $2 billion in secured debt would lower the cushion, but Moody's expects the ratio to still remain at about 2.00x after the close of the acquisition. Outlook: The stable outlook reflects Moody's expectation that weak commodity markets will continue to be manageable for the company given it's well diversified portfolio, large share of gas-fired generation, and significant share of capacity revenues. It also considers Moody's expectation that Dynegy will maintain CFO pre-WC coverage of debt in the 4-6% range and that any further opportunistic acquisitions will be financed prudently without materially impacting credit metrics. WHAT COULD CHANGE THE RATING -- UP Dynegy's ratings could be upgraded if CFO pre-WC and FCF coverage of debt rises to 7-9% and 5-6% respectively, along with the expectation that these financial metrics can be sustained. Based on current market prices, this could happen as soon as 2018, although this is by no means assured. The use of free cash flow to decrease leverage as opposed to share buybacks or further acquisitions would also be credit positive, but is also unlikely to be material until 2018. WHAT COULD CHANGE THE RATING -- DOWN Dynegy is currently well positioned at its current rating. However, downside risk may arise if CFO pre-WC coverage of debt falls below 4% on a sustained basis. This could be caused by a further weakening of commodity prices or spark spreads, or by additional debt funded acquisitions. Separately, Dynegy's unsecured ratings may also be negatively affected if the company was to issue a significant amount of additional secured debt in the future that materially alters recovery expectations for the unsecured notes. EDISON MISSION: Unsec. Debt Gets "No Rating" from Egan-Jones ------------------------------------------------------------ Egan-Jones Ratings Company gave a No Rating status on the senior unsecured ratings on debt issued by Edison Mission Energy from D on June 2, 2016. Edison Mission Energy used to be an independent power producer based in California, which was originally owned by Edison International until its sale to NRG Energy on April 1, 2014. ENCANA CORP: Egan-Jones Cuts FC Sr. Unsec. Rating to B+ ------------------------------------------------------- Egan-Jones Ratings Company downgraded the foreign currency senior unsecured rating on debt issued by Encana Corp. to B+ from BB- on June 2, 2016. Encana Corporation produces, transports and markets natural gas, oil and natural gas liquids. ENERGEN CORP: Egan-Jones Lowers FC Sr. Unsec. Rating to B --------------------------------------------------------- Egan-Jones Ratings Company downgraded the foreign currency senior unsecured rating on debt issued by Energen Corp. to B from BB-. EJR also lowered the foreign currency commercial paper rating on the Company to B from A3. Energen Corporation is an oil and gas exploration and production company headquartered in Birmingham, Alabama. ENERGY XXI: Court OKs Black Elk Agreement ----------------------------------------- Energy XXI Ltd. and its affiliated debtors sought and obtained from Judge David R. Jones authorization to enter into the First Amendment to Amended and Restated Turnkey Service Agreement with Black Elk Energy Offshore Operations, LLC, et. al. Energy XXI GOM, LLC sought to enter into an Agreement with Black Elk Energy Offshore Operations, LLC, Montco Oilfield Contractors, LLC, W&T Offshore, Inc., McMoRan Oil & Gas LLC, Argonaut Insurance Company, and Westchester Fire Insurance Company. The Agreement serves to outline the responsibilities of the Parties with respect to the plugging and abandonment of certain offshore platforms, pipelines, and wells associated with the Vermilion 119 and Vermilion 124 leases where Black Elk is the operator and in which GOM and Black Elk each own an undivided 50% interest. "Black Elk has proposed to abandon its interest in a number of offshore leases, including the Vermilion Leases. In response to Black Elk’s proposed abandonment of the Vermilion Leases, the Bureau of Safety and Environmental Enforcement ("BSEE") issued an order... to various entities, including GOM, requiring GOM (and certain of the other Parties) to, within 15 days of receipt of the BSEE Order, contact BSEE and confirm GOM will 'immediately undertake maintenance and monitoring of the facilities and wells on [Vermilion 124] pending completion of decommissioning...' and submit a 'decommissioning plan and schedule to BSEE'... Absent prompt commencement of decommissioning work on the Vermilion Leases, the BSEE Order will remain unaddressed and (a) may create compliance costs far greater than the estimated decommissioning costs sought to be paid pursuant to the Agreement and (b) could lead to additional and increased administrative claims against the Debtors’ estates... the Agreement will allow GOM to fulfill its plugging and abandonment obligations in a timely and cost-effective manner, consistent with the BSEE Order, and limit GOM’s exposure, thereby minimizing administrative expenses and maximizing recoveries for the Debtors’ stakeholders,” the Debtors aver. The Agreement contains, among others, the following material terms: (a) Upon completion of the plugging and abandonment of the Vermilion Leases and upon completion of the BSEE Site Clearance Certificate verifying completion of all Services for the Vermilion Leases, and acceptance and approval thereof by BSEE, (a) Westchester shall pay Montco $7,545,000 from Westchester Bond Nos. KO8977847 and KO8977884 and (b) simultaneously with such payment to Montco by Westchester, GOM shall pay Montco $3,303,250. (b) Except as stated in paragraph (a), GOM does not assume any additional liability or obligation under the Agreement. Energy XXI Ltd. and its affiliated Debtors are represented by: Harry A. Perrin, Esq. Bradley R. Foxman, Esq. Reese A. O'Connor, Esq. VINSON & ELKINS LLP First City Tower 1001 Fannin Street, Suite 2500 Houston, TX 77002-6760 Telephone: (713)758-2222 Facsimile: (713)758-2346 E-mail: hperrin@velaw.com bfoxman@velaw.com roconnor@velaw.com - and - Paul E. Heath, Esq. VINSON & ELKINS LLP Trammell Crow Center 2001 Ross Avenue, Suite 3700 Dallas, TX 75201 Telephone: (214)220-7700 Facsimile: (214)999-7787 E-mail: pheath@velaw.com - and - David S. Meyer, Esq. Jessica C. Peet, Esq. Lauren R. Kanzer, Esq. VINSON & ELKINS LLP 666 Fifth Avenue, 26th Floor New York, NY 10103-0040 Telephone: (212)237-0000 Facsimile: (212)237-0100 E-mail: dmeyer@velaw.com jpeet@velaw.com lkanzer@velaw.com About Energy XXI, Ltd. Energy XXI Ltd was incorporated in Bermuda on July 25, 2005. With its principal operating subsidiary headquartered in Houston, Texas, Energy XXI is engaged in the acquisition, exploration, development and operation of oil and natural gas properties onshore in Louisiana and Texas and in the Gulf of Mexico Shelf. It is listed on the NASDAQ Global Select Market under the symbol "EXXI". Energy XXI Ltd and 25 of its affiliates filed on April 14, 2016, bankruptcy petitions in the U.S. Bankruptcy Court for the Southern District of Texas (Bankr. S.D. Tex. Lead Case No. 16-31928). The petitions were signed by Bruce W. Busmire, the CFO. Judge Karen K. Brown is assigned to the cases. Energy XXI Ltd on April 14, 2016, also filed a winding-up petition commencing an official liquidation proceeding under the laws of Bermuda before the Supreme Court of Bermuda. The Debtors sought bankruptcy protection after reaching a deal with lenders on the filing of a restructuring plan that would convert $1.45 billion owed to second lien noteholders into equity of the reorganized company. The Debtors have hired Vinson & Elkins 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. ESP RESOURCES: Wants Plan Filing Period Extended to Oct. 6 ---------------------------------------------------------- ESP Petrochemicals, Inc., and ESP Resources, Inc., ask the U.S. Bankruptcy Court for the Southern District of Texas to extend the exclusive period under which the Debtors may file a plan of reorganization for a period of 90 days from July 8, 2016, until Oct.6, 2016, and for an additional 60 days through Dec. 5, 2016, thereafter in which to confirm a plan. A hearing on the request is scheduled for July 5, 2016, at 3:00 p.m. The current deadline for the Debtors to file a Chapter 11 Plan and Disclosure Statement is July 8, 2016. The Debtors' exclusivity period to confirm a plan expires Sept. 6, 2016. The Debtors continue to pay its post-petition obligations as they become due and remains in compliance with its duties as a debtor-in-possession. The Debtors have, in good faith, made progress towards reorganization by generating positive income and cash flow. The Debtors continue to increase sales and has several significant leads which could materialize into long term income producing projects. The Debtors are also seeking to obtain exit financing as part of a plan. Culmination of increased sales and potential exit financing should provide the Debtors with sufficient income to fund a plan. The Debtors cannot confirm a plan until its operations and cash flow stabilize and do not believe that an adequate plan can be filed prior to the expiration of the Debtors' exclusivity period in which to file a plan. The Debtor's counsel can be reached at: HOOVER SLOVACEK LLP Edward L. Rothberg, Esq. Melissa A. Haselden, Esq. 5051 Westheimer, Suite 1200 Galleria Tower II Houston, TX 77056 Tel: (713) 977-8686 Fax: (713) 977-5395 E-mail: rothberg@hooverslovacek.com haselden@hooverslovacek.com About ESP Resources Lafayette, Louisiana-based ESP Resources, Inc. is a manufacturer, distributor and marketer of specialty chemicals and supply specialty chemicals for a range of oil and gas field applications, including killing bacteria, separating suspended water and other contaminants from crude oil and separating oil from gas. The company also offers analytical services and custom-blended chemicals for oil and gas wells. ESP Resources, Inc. and its affiliate ESP Petrochemicals, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas (Victoria) (Case Nos. 16-60021 and 16-60020) on March 10, 2016. The cases are jointly administered under Case No. 16-60020. The petition was signed by David A. Dugas, chief executive officer. The case is assigned to Judge David R. Jones. The Debtors are represented by Melissa Anne Haselden, Esq., and Edward L Rothberg, Esq., at Hoover Slovacek LLP. ESP Resources estimated assets of $4.08 million and debt of $9.55 million. ESP Petrochemicals, Inc. estimated both assets and liabilities in the range of $1 million to $10 million. ETERNAL ENTERPRISES: Hires Vin Vizzo as Public Adjuster ------------------------------------------------------- Eternal Enterprises Inc. asks for authorization from the U.S. Bankruptcy Court for the District of Connecticut to employ Vincent Vizzo of Vin Vizzo Adjusters LLC as public adjuster to assess and advise damages resulting from the fire at the Mr. Vizzo will assist in the adjustment and settlement resulting from the loss due to the fire that took place on June 6, 2016, at the property of the Debtor locatd at 270 Laurel Street, Hartford, Connecticut. The Debtor owned several properties including the real property located at 270 Laurel Street, Hartford Connecticut. A fire took place at the Property on the night of June 6, 2016. Payment will be made in the form of an assignment out of the monies due or to become due from the applicable insurance company at the rate of 10% of the amount of the loss when adjusted with the insurance companies or otherwise recovered subject to Court approval. Mr. Vizzo assures the Court that he represents no interest adverse to the Debtors or the estate in the matters upon which he is to be engaged and that he is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. Vincent Vizzo Vin Vizzo Adjusters LLC 30 Main Street Centerbrook, CT 06409 Tel: (860) 767-7745 Fax: (860) 767-9196 E-mail: vin@vinvizzoadjusters.com Eternal Enterprises Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Conn. 14-20292) on Feb. 19, 2014. Judge Ann M. Nevins presides over the case. The Debtor's bankruptcy counsel can be reached at: Irene Costello Shipkevich, PLLC 65 Broadway, Suite 508 New York, NY 10006 Tel: (212) 252-3003 E-mail: icostello@shipkevich.com FORT DRILLING: Seeks to Hire Goff & Goff as Legal Counsel --------------------------------------------------------- Fort Drilling, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Goff & Goff, LLC as its legal counsel. The Debtor tapped the firm to prepare legal papers, represent the Debtor in any litigation, and perform all other necessary legal services. The firm's professionals and their hourly rates are: Barton S. Balis Of Counsel $350 Lance J. Goff Member $250 Gail Walker Paralegal $100 Lance Goff, Esq., disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Goff & Goff, LLC can be reached through: Lance J. Goff 3015 47th St., Ste. E-1 Boulder, CO 80301 Tel: (303) 415–9688 Fax: (303) 413–0828 Email: lance@goff-law.com About Fort Drilling Fort Drilling, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 16-15466) on May 31, 2016. GASTAR EXPLORATION: Egan-Jones Cuts FC Sr. Unsec. Rating to C ------------------------------------------------------------- Egan-Jones Ratings Company downgraded the foreign currency senior unsecured rating on debt issued by Gastar Exploration Inc to C from B on June 2, 2016. EJR also lowered the foreign currency commercial paper rating on the Company to D from B. Gastar Exploration Inc., an independent energy company, engages in the exploration, development, and production of oil, condensate, natural gas, and natural gas liquids in the United States. GASTAR EXPLORATION: Stockholders Elect Six Directors ---------------------------------------------------- Gastar Exploration Inc. held its 2016 annual meeting of stockholders on June 14, 2016, at which the stockholders: (a) elected John H. Cassels, Randolph C. Coley, Stephen A. Holditch, Robert D. Penner, Russell J. Porter and Jerry R. Schuyler as directors to serve for terms of one year until the next annual meeting and their successors have been elected and qualified; (b) ratified the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the year ending Dec. 31, 2016; (c) approved on a non-binding advisory basis the compensation of the Company's named executive officers; and (d) approved the Certificate of Incorporation Amendment to increase the number of authorized shares of common stock from 275,000,000 to 550,000,000. About Gastar Exploration Gastar Exploration Inc. is an independent energy company engaged in the exploration, development and production of oil, condensate, natural gas and natural gas liquids in the United States. Gastar's principal business activities include the identification, acquisition, and subsequent exploration and development of oil and natural gas properties with an emphasis on unconventional reserves, such as shale resource plays. In Oklahoma, Gastar is developing the primarily oil-bearing reservoirs of the Hunton Limestone horizontal play and is testing other prospective formations on the same acreage, including the Meramec Shale and the Woodford Shale, which is referred to as the STACK Play and emerging prospective plays in the shallow Oswego formation and in the Osage formation, a deeper bench of the Mississippi Lime located below the Meramec Shale. In West Virginia, Gastar has developed liquids-rich natural gas in the Marcellus Shale and has drilled and completed two successful dry gas Utica Shale/Point Pleasant wells on its acreage. Gastar has entered into a definitive PSA to sell substantially all of its assets and proved reserves and a significant portion of its undeveloped acreage in the Appalachian Basin. For more information, visit Gastar's Web site at http://www.gastar.com/ Gastar Exploration reported a net loss attributable to common stockholders of $473.98 million for the year ended Dec. 31, 2015, compared to net income attributable to common stockholders of $36.52 million for the year ended Dec. 31, 2014. * * * As reported by the TCR on March 15, 2016, Standard & Poor's Ratings Services lowered its corporate credit rating on U.S.-based oil and gas exploration and production (E&P) company Gastar Exploration Inc. to 'CCC-' from 'CCC+'. The downgrade follows Gastar's announcement that it had just $29 million of cash on hand and a fully drawn revolver. The company's borrowing base current stands at $180 million, but will be reduced to $100 million at the earlier of the close of the Appalachian asset sale or April 10, 2016. Proceeds from the Appalachian asset sale are expected to be $80 million. As reported by the TCR on June 2, 2016, Moody's Investors Service downgraded the Corporate Family Rating of Gastar Exploration Inc to Caa3 from Caa1, the rating on its senior secured notes due 2018 to Caa3 from Caa2, and the speculative grade liquidity (SGL) to SGL-4 from SGL-3. The rating outlook was changed to negative from stable. The downgrade of Gastar's CFR to Caa3 reflects the company's weakened liquidity and reduced size following the sale of its Appalachian assets in April 2016. GAWKER MEDIA: Initial Case Conference Set for July 7 ---------------------------------------------------- Gawker Media, LLC, filed a petition for reorganization under Chapter 11 of the Bankruptcy Code June 10, 2016, and the U.S. Bankruptcy Court for the Southern District of New York have determined that a Case Management Conference will aid in the efficient conduct of the case. Accordingly, pursuant to 11 U.S.C. Sec. 105(d), an Initial Case Management Conference will be conducted by Bankruptcy Judge Stuart M. Bernstein in Room 723, United States Bankruptcy Court, One Bowling Green, New York, New York 10004 on Thursday, July 7th, 2016 at 2:00 p.m., or as soon thereafter as counsel may be heard, to consider the efficient administration of the case, which may include, inter alia, such topics as retention of professionals, creation of a committee to review budget and fee requests, use of alternative dispute resolution, timetables, and scheduling of additional Case Management Conferences. New York-based Gawker Media, LLC -- fdba Gawker Sales, LLC, Gawker Entertainment, LLC, Gawker Technology, LLC and Blogwire, Inc. -- filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-11700) on June 10, 2016. The Hon. Stuart M. Bernstein presides over the Debtors' cases. Affiliates Gawker Media Group, Inc. and Budapest, Hungary-based Kinja, Kft. filed separate Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 16-11719 and 16-11718) on June 12, 2016. The cases are jointly administered. Gregg M. Galardi, Esq., David B. Hennes, Esq., and Michael S. Winograd, Esq., at Ropes & Gray LLP serve as counsel to the Debtors. William Holden at Opportune LLP serves as Gawkers' chief restructuring officer. Houlihan Lokey Capital, Inc. serves as the Debtors' investment banker. Prime Clerk LLC serves as claims, balloting and administrative agent. The Debtors estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. The petitions were signed by CRO Holden. GAWKER MEDIA: Taps Prime Clerk as Claims Agent & Admin. Advisors ---------------------------------------------------------------- Gawker Media LLC, Gawker Media Group, Inc. and Kinja Kft. seek permission from the U.S. Bankruptcy Court for the Southern District of New York to appoint Prime Clerk LLC as their claims and noticing agent. In a separate motion, the Debtors seek approval to appoint Prime Clerk as administrative advisors. The administration of the chapter 11 cases will require Prime Clerk to perform duties outside the scope of 28 U.S.C. Sec. 156(c). The Debtors' selection of Prime Clerk to act as the Claims and Noticing Agent has satisfied the Court's Protocol for the Employment of Claims and Noticing Agents under 28 U.S.C. Sec. 156(c) in that the Debtors have obtained and reviewed engagement proposals from three court-approved claims and noticing agents to ensure selection through a competitive process. Moreover, the Debtors submit, based on all engagement proposals obtained and reviewed, that Prime Clerk's rates are competitive and reasonable given Prime Clerk's quality of services and expertise. In its capacity as Administrative Advisor, if and to the extent requested, Prime Clerk will: a. assist with, among other things, solicitation, balloting, and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices, and institutional holders; b. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; c. assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; d. provide a confidential data room, if requested; e. manage and coordinate any distributions pursuant to a chapter 11 plan; and f. provide other processing, solicitation, balloting, and other administrative services described in the Engagement Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Court, or the Office of the Clerk of the Bankruptcy Court. Prior to the Petition Date, the Debtors provided Prime Clerk a retainer in the amount of $15,000. Prime Clerk seeks to first apply the retainer to all prepetition 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 pendency of these chapter 11 cases as a security for the payment of fees and expenses incurred under the Engagement Agreement. Michael J. Frishberg, Co-President and Chief Operating Officer of Prime Clerk, attests that Prime Clerk neither holds nor represents any interest materially adverse to the Debtors' estates in connection with any matter on which it would be employed. He may be reached at: Michael J. Frishberg Co-President and Chief Operating Officer Prime Clerk LLC 830 Third Avenue, 9th Floor New York, NY 10022 New York-based Gawker Media, LLC -- fdba Gawker Sales, LLC, Gawker Entertainment, LLC, Gawker Technology, LLC and Blogwire, Inc. -- filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-11700) on June 10, 2016. The Hon. Stuart M. Bernstein presides over the Debtors' cases. Affiliates Gawker Media Group, Inc. and Budapest, Hungary-based Kinja, Kft. filed separate Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 16-11719 and 16-11718) on June 12, 2016. The cases are jointly administered. Gregg M. Galardi, Esq., David B. Hennes, Esq. and Michael S. Winograd, Esq., at Ropes & Gray LLP serve as counsel to the Debtors. William Holden at Opportune LLP serves as Gawkers' chief restructuring officer. Houlihan Lokey Capital, Inc. serves as the Debtors' investment banker. Prime Clerk LLC serves as claims, balloting and administrative agent. The Debtors estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. The petitions were signed by CRO Holden. GLOBAL BRASS: Moody's Hikes Corporate Family Rating to B1 --------------------------------------------------------- Moody's Investors Service upgraded Global Brass and Copper, Inc.'s Corporate Family Rating to B1 from B2. The upgrade reflects the improvement in GBC's operating results and credit metrics, as well as the company's enhanced liquidity profile with extended maturities and the expectation that the company will be able to maintain leverage below 3.5x over the next 12 to 18 months. In related actions, Moody's upgraded GBC's Probability of Default Rating to B1-PD from B2-PD, and upgraded its 9.5% senior secured notes due 2019 to B2 (LGD4) from B3 (LGD4). Moody's also assigned a B2 (LGD4) rating to the company's proposed $320 million senior secured term loan. Proceeds from the term loan will be used for redemption of the company's 9.5% senior secured notes due 2019 (rating to be withdrawn upon closing), as well as for fees and related transaction expenses. The rating outlook remains stable. The following is a summary of Moody's ratings and rating actions taken for Global Brass and Copper, Inc.: -- Corporate Family Rating ("CFR"), upgraded to B1 from B2; -- Probability of Default Rating, upgraded to B1-PD from B2-PD; -- Senior Secured term loan, assigned B2 (LGD4); -- Senior Secured notes, upgraded to B2 (LGD4) from B3 (LGD4) -- Speculative Grade Liquidity Rating, upgraded to SGL-2 from SGL-3. Outlook Actions: -- Outlook, remains stable RATINGS RATIONALE The B1 Corporate Family Rating ("CFR") reflects GBC's better than anticipated performance over the last year with corresponding improvement in adjusted debt leverage and interest coverage of 3.0x and 2.4x, respectively, at the end of 1Q 2016. The rating reflects Moody's expectation that the company will continue to improve its overall credit profile following the refinancing of its existing $200 million ABL facility (not rated) and replacement of the company's $310 million senior secured notes with a $320 million senior secured term loan. This refinancing will extend GBC's maturity profile to June 2021. Moody's also considers GBC's stable business profile with ample product and segment breadth, which should allow the company to partially offset metal price volatility while maintaining its margins. The rating is constrained by GBC's overall size and Moody's concern over GBC's ability to continue to grow, as the company has experienced decreasing sales over the past two fiscal years. The B2 rating assigned to the proposed $320 million senior secured term loan reflects its effective subordination to GBC's revolving credit facility. As the most-junior committed debt in GBC's capital structure, the proposed loan has a first-loss position. The proposed loan will be guaranteed by Global Brass and Copper Holdings, Inc., GBC's parent holding company, as well as by GBC's operating subsidiaries. The stable outlook considers Moody's expectation that GBC will maintain leverage below 3.5x and generate free cash flow, despite a recent lack of top-line growth, while maintaining its good liquidity profile during the next 12 to 18 months. WHAT COULD CHANGE RATINGS UP/DOWN Positive rating actions could ensue if GBC's operating performance exceeds Moody's expectations, resulting in a better liquidity profile and adjusted debt credit metrics as follows: -- Adjusted Debt-to-EBITDA sustained below 3.0x. -- Interest coverage (measured as EBITA-to-Interest expense), approaching 3.5x. -- Free cash flow-to-Debt sustained above 10%. -- Improvements in liquidity profile and reduction in balance sheet debt could support positive rating actions for GBC. Alternatively, negative rating actions may occur if GBC's operating performance falls below Moody's expectations, including a continuing deterioration in revenues, or if the company experiences a weakening in financial performance resulting in the following adjusted metrics: -- Adjusted Debt-to-EBITDA above 4.5x. -- Interest coverage (measured as EBITA-to-Interest Expense), sustained below 1.75x. -- Large debt-financed acquisitions that do not prove sufficiently accretive relative to incremental debt. -- Deterioration in liquidity profile could pressure the ratings as well. CORPORATE PROFILE Headquartered in Schaumburg, Illinois, Global Brass and Copper, Inc. ("GBC") is a leading North American manufacturer and distributor of copper and brass products, operating through three businesses - Chase Brass, Olin Brass, and A.J. Oster. In 2015, GBC generated $1,506 million of revenue and $106 million of Adjusted EBITDA. All calculations include Moody's standard adjustments. GLOBAL HEALTHCARE: S&P Retains 'B' Rating on $375MM Term Loan ------------------------------------------------------------- S&P Global Ratings said its ratings on Global Healthcare Exchange LLC's (GHX) $375 million outstanding term loan due 2022 and $25 million revolver due 2020 remain 'B' following the company's announced plans to add $43 million to the first-lien term loan. However, S&P is revising its recovery rating on the company's first-lien facility to '4' from '3'. S&P's '4' recovery rating on GHX's first-lien debt indicates its expectation of average (30% to 50%; upper half of the range) recovery in the event of a payment default. The revision in the recovery rating reflects S&P's expectation of weaker recovery prospects on the first-lien tranche due to the incremental debt. The company will use proceeds to fund acquisitions and bolster cash on the balance sheet. S&P corporate credit rating on GHX is 'B' and the rating outlook is stable. GHX is a leading electronic exchange of medical and surgical products between manufacturers and suppliers in the U.S., Canada, and Europe with a high degree of recurring revenue and customer retention. Despite these strengths, the company has a narrow operating focus, competition from other--significantly larger—health care IT and IT-related companies, and exposure to the uncertain nature of contract renewals (the renewals, and their terms, may be susceptible to customer concerns with changes in technology or the supply chain process). The ratings on GHX also reflect S&P's belief that 2016 adjusted leverage will be around mid-5x, inclusive of the $43 million incremental first-lien debt. While S&P expects leverage could improve in 2017 because of its expectation of growth, S&P believes leverage will remain higher than 5x over the long term as the company's acquisition-driven growth strategy and financial sponsor ownership shape GHX's financial policy. RATINGS LIST Global Healthcare Exchange LLC Corporate Credit Rating B/Stable/-- To From Recovery Rating Revised Global Healthcare Exchange LLC Senior Secured B B Recovery Rating 4H 3L GOBP HOLDINGS: S&P Lowers CCR to 'B-' on Dividend Recapitalization ------------------------------------------------------------------ S&P Global Ratings lowered its corporate credit rating on GOBP Holdings Inc. to 'B-' from 'B'. The outlook is stable. At the same time, S&P lowered its issue-level rating on GOBP Holdings Inc.'s first-lien senior secured credit facility to 'B-' from 'B'. The '3' recovery rating is unchanged and indicates S&P's expectation of meaningful recovery, at the lower end of the 50% to 70% range, in the event of a payment default. S&P also lowered the issue-level rating on the company's second-lien term loan to 'CCC' from 'CCC+'. The '6' recovery rating, which indicates S&P's expectation of negligible (0% to 10%) recovery, is unchanged. "The downgrade reflects our belief that GOBP Holdings' aggressive financial policies have resulted in weaker credit protection measures that offset the deleveraging we had previously expected," said credit analyst Declan Gargan. "The dividend recapitalization comes just as the company has begun accelerating new store development. We believe the rapid growth in new stores will lead to increased capital spending and pressure free cash flow growth in the near term. If competitive headwinds increase or executional issues arise because of faster expansion, we believe the company's weak credit protection metrics leave limited cushion for missteps." The stable outlook reflects S&P's expectation that Grocery Outlet will be able to continue to demonstrate operating performance gains as the company maintains its good value proposition among its customers and achieves consistent positive same-store sales while expanding its store base within its existing West Coast footprint. However, S&P expects competition from other discounters to intensify, which could hinder the company's expansion plans. Although S&P expects sales and earnings growth over the next 12 months, it forecasts limited credit metric improvement from current levels given the incremental debt. S&P could lower the rating if operating performance deteriorates meaningfully resulting in negative FOCF and causes the company to significantly increase its reliance on its revolver to fund operations. If this occurred, the springing covenant could be triggered, which would pressure liquidity and lead S&P to conclude that the company's capital structure is unsustainable over the medium term. An upgrade is unlikely in the near term given S&P's expectation for GOBP Holdings to maintain lease adjusted leverage above 8.5x over the next 12 months. Additionally, the company's financial sponsor ownership has resulted in aggressive financial policies that limit ratings upside. S&P could consider raising its rating by one notch if leverage improved to below 6.0x or FOCF to debt approached 5.0% and EBITDA interest coverage neared 2.0x on a sustained basis. GRANITE ACQUISITION: S&P Cuts CCR to 'B+' on Weak Fin. Performance ------------------------------------------------------------------ S&P Global Ratings lowered its corporate credit rating on Granite Acquisition Inc. to 'B+' from 'BB-'. The outlook is stable. At the same time, S&P lowered its rating on Granite Acquisition's $1.25 billion first-lien term loan B due 2021, $145 million revolving credit facility due 2019, and $55 million term loan C due 2021 to 'B+' from 'BB-'. The recovery rating on this debt is '3', indicating expectations for meaningful (50%-70%, lower end of range) recovery of principal if a payment default occurs. S&P also lowered its rating on Granite's $260 million second-lien term loan due 2022 to 'B-' from 'B'. The recovery rating on this debt remains '6', indicating expectations for negligible (0%-10%) recovery in a default. "The rating actions reflect the weakening in Granite Acquisition Inc.'s financial performance from our previous expectations. The company's leverage has increased to the highly leveraged financial risk category in our assessment, with forward-looking debt to EBITDA exceeding 5.5x and funds from operations (FFO) to debt less than 12%," said S&P Global Ratings credit analyst Kim Yarborough. Key drivers for the rating downgrade include persistently low power and metals prices, which have contributed to lower-than-expected EBITDA, and increased leverage. In addition, S&P has added a one-notch uplift for a comparison to close peer Covanta Holding Corp., which operates in the same EFW market at Granite Acquisition Inc. but has a better competitive position. The stable outlook on Granite reflects S&P's expectation that the business will continue to maintain high asset availability, manage its numerous contracts well, renegotiate more favorable terms on some existing contracts, and keep financial performance from weakening materially from S&P's forecast of debt to EBITDA around 5.5x over the next 18 months. Furthermore, S&P expects Granite to manage its hedging program well, maintain stable operating margins, and improve its metal recovery systems. Factors that could lead to a rating downgrade would likely involve poor operational performance or further declines in metals and power prices such that debt to EBITDA is above 6.5x or FFO to debt is below 10% on a sustained basis. S&P could also consider a downgrade if peers supporting the comparable ratings analysis were to materially underperform and have a weakened credit profile such that a favorable peer comparison can no longer be made. While not likely at this time, S&P could consider an upgrade if operating results continue to be solid, successful renegotiations of contracts materially improves EBITDA, financial performance improves significantly, or if the competitive position of the company improves materially relative to peers. GUIDED THERAPEUTICS: Inks Swap Agreements with Warrant Holders -------------------------------------------------------------- Between June 13, 2016, and June 14, 2016, Guided Therapeutics Inc. entered into various agreements with holders of certain warrants (including John Imhoff, the chairman of the Company's board of directors) originally issued in May 2013, and with GPB Debt Holdings II LLC, holder of a warrant issued Feb. 12, 2016, pursuant to which each holder separately agreed to exchange warrants for either (1) shares of common stock equal to 166% of the number of shares of common stock underlying the surrendered warrants, or (2) new warrants exercisable for 200% of the number of shares underlying the surrendered warrants, but without certain anti-dilution protections included with the surrendered warrants. As a result of the exchanges, the Company effectively eliminates any potential exponential increase in the number of underlying shares issuable upon exercise of its outstanding warrants. In total, for surrendered warrants then-exercisable for an aggregate of 94,825,888 shares of common stock (but subject to exponential increase upon operation of certain anti-dilution provisions), the Company issued or is obligated to issue 13,517,342 shares of common stock and new warrants that, if exercised as of the date hereof, would be exercisable for an aggregate of 173,365,822 shares of common stock. In certain circumstances, in lieu of presently issuing all of the shares (for each holder that opted for shares of common stock), the Company and the holder further agreed that the Company will, subject to the terms and conditions set forth in the applicable warrant exchange agreement, from time to time, be obligated to issue the remaining shares to the holder. No additional consideration will be payable in connection with the issuance of the remaining shares. The holders that elected to receive shares for their surrendered warrants have agreed that they will not sell shares on any trading day in an amount, in the aggregate, exceeding 20% of the composite aggregate trading volume of the common stock for that trading day. The holders that elected to receive new warrants will be required to surrender their old warrants upon consummation of the Company's next financing resulting in net cash proceeds to the Company of at least $1 million. The new warrants will have an initial exercise price equal to the exercise price of the surrendered warrants as of immediately prior to consummation of the financing, subject to customary "downside price protection" for as long as the Company's common stock is not listed on a national securities exchange, and will expire five years from the date of issuance. About Guided Therapeutics Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP) -- http://www.guidedinc.com/-- is developing a rapid and painless test for the early detection of disease that leads to cervical cancer. The technology is designed to provide an objective result at the point of care, thereby improving the management of cervical disease. Unlike Pap and HPV tests, the device does not require a painful tissue sample and results are known immediately. GT has also entered into a partnership with Konica Minolta Opto to develop a non-invasive test for Barrett's Esophagus using the LightTouch technology platform. Guided Therapeutics reported a net loss attributable to common stockholders of $9.50 million on $42,000 of contract and grant revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $10.03 million on $65,000 of contract and grant revenue for the year ended Dec. 31, 2014. As of March 31, 2016, Guided Therapeutics had $2.36 million in total assets, $7.81 million in total liabilities and a total stockholders' deficit of $5.45 million. GULF CHEMICAL: Files for Chapter 11 Protection ---------------------------------------------- Privately-held Gulf Chemical & Metallurgical and affiliated debtor Bear Metallurgical filed for Chapter 11 protection with the U.S. Bankruptcy Court in the Western District of Pennsylvania, Case No. 16-22195. The Company, which recycles spent petroleum catalysts and produces ferroalloys, is represented by Sean D. Malloy of McDonald Hopkins. The Company explains, "The Debtors have faced a number of challenges over the past few years, ultimately leading to the filing of these chapter 11 cases. Most importantly, the market prices of molybdenum and vanadium have steadily declined. Nickel prices have also markedly declined. The pricing of metals also changes the value proposition for refineries in determining whether to recycle or landfill spent catalyst, which can affect volumes at Gulf." The Debtors initiated these chapter 11 proceedings with the goal of achieving going concern sales or a combined sale of their businesses or, alternatively, a reorganization of their business via a chapter 11 plan." Gulf Chemical & Metallurgical's Chapter 11 petition indicates total assets between $100 and 500 million. H&S BUSINESS: Seeks to Hire John Gitlin as Legal Counsel -------------------------------------------------------- H&S Business LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire John Gitlin as its attorney. Mr. Gitlin will provide legal advice to the Debtor in connection with the Chapter 11 case it filed on June 6. The Debtor will pay the attorney at his current billing rate of $300 per hour. Aside from professional fees, Mr. Gitlin will also receive reimbursement for work-related expenses. Mr. Gitlin has already received a retainer of $4,217. A portion of the retainer was used to pay the filing fee of $1,717, according to court filings. In a declaration, Mr. Gitlin disclosed that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Mr. Gitlin's contact information is: John J. Gitlin, Esq. 16901 Park Hill Drive Dallas, TX 75248 Telephone: (972) 385-8450 Telecopier: (972) 385-8460 Email: johngitlin@gmail.com About H&S Business H&S Business LLC operates a convenience store and gasoline station located in Gordonvile, Texas. The company sought Chapter 11 protection (Bankr. E.D. Tex. Case No. 16-40992) on June 6, 2016. HALCON RESOURCES: Enters into RSA with Stakeholders --------------------------------------------------- Halcon Resources Corporation announced it has executed a restructuring support agreement with select holders of its 13.0% 3rd Lien Notes due 2022, its three tranches of senior unsecured notes comprised of its 9.75% Senior Notes due 2020, its 8.875% Senior Notes due 2021, and its 9.25% Senior Notes due 2022, its 8.0% Convertible Note due 2020 and its 5.75% Perpetual Convertible Preferred Stock. The restructuring plan, if implemented, will result in the elimination of approximately $1.8 billion of net debt and approximately $222 million of Preferred Equity, and will reduce the Company's ongoing annual interest burden by more than $200 million. Under the terms of the RSA, all current stakeholders, including common equity holders, will receive cash and/or common equity in the restructured Company. As of June 9, 2016, holders representing 80% of the aggregate principal amount of 3L Notes outstanding, 57% of the aggregate principal amount of Unsecured Notes outstanding, 100% of the aggregate principal amount of Convertible Note outstanding and holders of 63% of the outstanding shares of Preferred Equity have executed the RSA. The table below summarizes the treatment of the Affected Stakeholders under the plan outlined in the RSA. Stakeholder Treatment ----------- --------- Senior Secured Revolver - New or amended reserve based facility provided by existing lenders 2L Notes - Unaffected and reinstated 3L Notes - Fully equitized into 76.5% of the pro forma common equity - Receive $33.8 MM in cash plus accrued and unpaid interest through May 15, 2016(1) Unsecured Notes - Fully equitized into 15.5% of the pro forma common equity - Receive warrants for 4.0% of the pro forma common equity (4 year term, exercise price based on $1.33 BN equity value) - Receive $37.6 MM in cash plus accrued and unpaid interest through May 15, 2016 Convertible Note - Fully equitized into 4.0% of the pro forma common equity - Receive $15.0 MM in cash - Receive warrants for 1.0% of the pro forma common equity (4 year term, exercise price based on $1.33 BN equity value) Preferred Equity - Receive $11.1 MM in cash Existing Common Equity - Receive 4.0% of the pro forma equity (1) Total cash consideration to the 3L holders is equivalent to $50.0 MM in cash and accrued interest through 3/31/16 as indicated in the terms detailed in the Company’s May 18, 2016 press release. Halcon plans to seek further support for the restructuring plan from additional Affected Stakeholders over the next several weeks through a solicitation process. Under the terms of the RSA, if support from 66.7% of the value and over 50.0% in number of the holders of the 3L Notes, the Unsecured Notes and the Convertible Note is attained through the solicitation process, in addition to support from at least 66.7% of the outstanding shares of Preferred Equity, the Company has agreed to file for a pre-packaged Chapter 11 bankruptcy. If the Threshold Levels are not attained, the Company is not required to file for bankruptcy. The consummation of the restructuring plan outlined in the RSA will be subject to customary conditions including bankruptcy court approval. As previously indicated, the Company plans to operate as usual during the restructuring process and will pay all suppliers and vendors in full under normal terms for goods and services provided. Advisors PJT Partners is acting as financial advisor, Weil, Gotshal & Manges LLP is acting as legal counsel and Alvarez & Marsal is acting as restructuring advisor to the Company in connection with its restructuring efforts. Houlihan Lokey Capital, Inc. is acting as financial advisor and Latham & Watkins LLP is acting as legal advisor to the select ad hoc committee of holders of 3L Notes. Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to the select ad hoc committee of holders of Unsecured Notes. About Halcon Resources Halcon Resources Corporation acquires, produces, explores and develops onshore liquids-rich assets in the United States. This independent energy company operates in the Bakken/Three Forks, El Halcon and Tuscaloosa Marine Shale formations. Halcon Resources reported a net loss available to common stockholders of $2 billion on $550 million of total operating revenues for the year ended Dec. 31, 2015, compared to net income available to common stockholders of $283 million on $1.14 billion of total operating revenues for the year ended Dec. 31, 2014. * * * As reported by the TCR on Jan. 27, 2015, Moody's Investors Service downgraded Halcon's Corporate Family Rating to 'Caa1' from 'B3' and the Probability of Default Rating to 'Caa1-PD' from 'B3-PD'. The downgrade reflects growing risk for Halcon's business profile because of high financial leverage and limited liquidity as its existing hedges roll-off and stop contributing to its borrowing base over the next 12-18 months. In September 2015, Standard & Poor's Ratings Services lowered its corporate credit rating on Oklahoma City-based Halcon Resource Corp. to 'SD' (selective default) from 'B-'. "The downgrade follows Halcon's announcement that it reached an agreement with holders of portions of its senior unsecured notes to exchange the notes for new senior secured third-lien notes," said Standard & Poor's credit analyst Ben Tsocanos. HARVEST OPERATIONS: S&P Lowers CCR to 'SD' on Distressed Exchange ----------------------------------------------------------------- S&P Global Ratings lowered its long-term corporate credit rating on Calgary, Alta.-based Harvest Operations Corp. to 'SD' (selective default) from 'CC'. At the same time, S&P Global Ratings lowered its issue-level rating on the company's 6.875% senior unsecured notes to 'D' (default) from 'CC'. The recovery rating on the notes is unchanged at '4', indicating S&P's expectation of average recovery (30% to 50%; at the upper end of the range) under our simulated default scenario. "The downgrade follows Harvest's announcement that it has completed its debt exchange proposal to existing holders of its 6.875% U.S. senior unsecured notes due October 2017," said S&P Global Ratings credit analyst Michelle Dathorne. The exchange offer is for 90 cents on the dollar and will extend the maturity date to April 2021. Harvest's parent company, Korea National Oil Corp., will guarantee the new notes. Although only a portion of the original debt issue will be subject to the proposed exchange, S&P is lowering the rating on the entire debt issue to 'D', because S&P views the tender offer and completed partial exchange as a de facto restructuring under S&P's criteria. In addition, S&P is lowering the long-term corporate credit rating to 'SD' from 'CC' because S&P believes that Harvest will continue to honor its other obligations. This rating action does not affect the 'AA-' senior unsecured debt rating on the company's US$630 million bonds, which carry an unconditional and irrevocable guarantee from its parent. S&P expects to review the ratings on both the guaranteed and unguaranteed debt following the close of the new debt issue. S&P's prospective credit rating on Harvest will be based on S&P's assessment of its business risk profile and financial risk profile under its updated base-case scenario. HEADWATERS INC: Egan-Jones Hikes Sr. Unsec. Ratings to BB- ---------------------------------------------------------- Egan-Jones Ratings Company raised the senior unsecured ratings on debt issued by Headwaters Inc. to BB- from B+ on June 2, 2016. Headwaters Inc provides products, technologies, and services to construction materials, coal combustion products, and alternative energy industries in the United States. HIRAM COLLEGE: S&P Withdraws 'BB+' Rating on $32.9MM Bonds ---------------------------------------------------------- S&P Global Ratings withdrew its 'BB+' rating on the Ohio Higher Educational Revenue Authority's $32.9 million series 2015 higher education facility revenue refunding bonds, issued for Hiram College. "We withdrew the rating on the proposed transaction, which we rated in April 2015, because it was not funded," said S&P Global Ratings credit analyst Robert Dobbins. S&P Global Ratings was not engaged to rate the authority's subsequent $26.61 million transaction with a similar name issued for Hiram College in October 2015; the bonds have a different structure than the proposed April transaction S&P rated. Consequently, the credit rating S&P assigned to the proposed April 2015 bonds is inapplicable to the subsequent October 2015 bonds and does not reflect S&P's assessment of the college's credit quality under that structure. HORNBECK OFFSHORE: Egan-Jones Cuts Sr. Unsec. Rating to B --------------------------------------------------------- Egan-Jones Ratings Company downgraded the foreign currency senior unsecured rating on debt issued by Hornbeck Offshore Services Inc to B from BB- on June 2, 2016. EJR also lowered the commercial paper rating on the Company to B from A3. Hornbeck Offshore Services, Inc., together with its subsidiaries, provides marine transportation, subsea installation, and accommodation support services to exploration and production, oilfield service, offshore construction, and the U.S. military customers. HORSEHEAD HOLDING: Equity Panel Taps MAC as Technical Consultant ---------------------------------------------------------------- The Official Committee of Equity Securities Holders in the Chapter 11 cases of Horsehead Holding Corp., et al., asks for permission from the U.S. Bankruptcy Court for the District of Delaware to retain S.F. Burks of MAC Consulting International (Pty) Ltd. to provide technical consultation services to the Equity Committee, nunc pro tunc to June 10, 2016. A hearing on the request is scheduled for July 19, 2016, at 11:00 a.m. (ET). Objections to the request must be filed by June 27, 2016, 4:00 p.m. (ET). MAC Consulting will provide these services: a) conduct a site visit to the Mooresboro facility to conduct a preliminary assessment of technical issues and problems; b) review test work, design and operating data and reports related to the Mooresboro facility; c) review with the Mooresboro facility's metallurgical team the problems and possible corrective actions already identified; d) discuss with the Mooresboro facility's metallurgical team the likely impact on revenue, cost and technical impacts of possible process and equipment/other engineering changes; and e) prepare a set of preliminary findings and make recommendations to the Equity Committee for further action regarding remediation efforts at the Mooresboro facility. Mr. Burks' hourly rate is $180. Mr. Burks has estimated the fees and expenses to be incurred for the initial two-week visit to the Mooresboro facility to be $19,830. Mr. Burks, an Associate Director of MAC Consulting, assures the Court that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1103(b) of the Bankruptcy Code, in that he: a) is not a creditor, equity security holder or insider of the Debtors; b) is not and was not, within two years before the date of the filing of the Debtors' Chapter 11 petitions a director, officer, or employee of the Debtors; and c) does not have an interest materially adverse to the interest of the estates or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. MAC Consulting can be reached at: S.F. (Stee) Burks MAC Consulting International (Pty) Ltd 22A Dean Road, Bedfordview, 2007 South Africa Tel: +27-11-4504728 Cel: +27-82-3779608 E-mail: hesterb@wol.co.za Website: www.macgroup.co.za About Horsehead Holding Corp. Horsehead Holding Corp. is the parent company of Horsehead Corporation, a U.S. producer of specialty zinc and zinc-based products and a recycler of electric arc furnace dust; The International Metals Reclamation Company, LLC, a leading recycler of metals-bearing wastes and a leading processor of nickel-cadmium (NiCd) batteries in North America; and Zochem Inc., a zinc oxide producer located in Brampton, Ontario. Horsehead, headquartered in Pittsburgh, Pa., has seven facilities throughout the U.S. and Canada. The Debtors currently employ approximately 730 full-time individuals. Horsehead Holding Corp., Horsehead Corporation, Horsehead Metal Products, LLC, The International Metals Reclamation Company, LLC, and Zochem Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10287 to 16-10291) on Feb. 2, 2016. The Petition was signed by Robert D. Scherich as vice president and chief financial officer. Judge Christopher S. Sontchi is assigned to the case. The Debtors have engaged Kirkland & Ellis LLP as general counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, RAS Management Advisors, LLC, as financial advisor, Lazard Middle Market LLC as investment banker, Epiq Bankruptcy Solutions, LLC, as claims and noticing agent and Aird & Berlis LLP as Canadian counsel. The Debtors disclosed total assets of $1 billion and total liabilities of $544.6 million. As of the Petition Date, the Debtors' consolidated long-term debt obligations totalled approximately $420.7 million. Andrew Vara, acting U.S. trustee for Region 3, appointed seven creditors of Horsehead Holding Corp. to serve on the official committee of unsecured creditors. Lowenstein Sandler LLP serves as counsel to the Committee, while Drinker Biddle & Reath LLP serves as co-counsel. The Unsecured Creditors Committee is represented by Kenneth A. Rosen, Esq., Bruce Buechler, Esq., and Philip J. Gross, Esq., at Lowenstein Sandler LLP. The U.S. Trustee's office appointed Aquamarine Capital and six others to serve on Horsehead Holding Corp.'s committee of equity security holders. IHEARTMEDIA INC: S&P Removes CCC CCR From Watch Neg on Lawsuit Win ------------------------------------------------------------------ S&P Global Ratings said that it removed its ratings, including the 'CCC' corporate credit ratings, on San Antonio, Texas-based radio broadcaster and outdoor advertising company iHeartMedia Inc. and its subsidiary iHeartCommunications Inc. from CreditWatch where S&P had placed them on March 8, 2016. The rating outlook is negative. "Although the court found that iHeartCommunications was not in default in a recent lawsuit filed by lenders, we believe there are still substantial risks surrounding the long-term viability of the company's capital structure," said S&P Global Ratings credit analyst Jeanne Shoesmith. "We believe iHeartCommunications may seek to execute a subpar debt exchange or use existing cash to repurchase debt at discounted levels, which we would view as tantamount to default, based on our criteria." The negative rating outlook reflects the prospect that S&P could downgrade iHeartMedia over the next 12 months if the company undertakes a subpar debt repurchase or exchange. S&P could lower its ratings on iHeartMedia if iHeartCommunications announces a subpar debt tender offer. Various tranches of debt at iHeartCommunications are currently trading at roughly a 30%-60% discount to par. S&P could lower the corporate credit rating if it views a default as inevitable within the next six months, absent any significantly favorable changes in the company's circumstances. S&P could raise the rating if the company's liquidity improves, which would most likely occur if it raises additional equity or executes deleveraging asset sales. An upgrade would also likely entail an improvement in the company's debt trading levels that would preclude the possibility of subpar debt repurchases or exchanges. ILLINOIS POWER: S&P Revises Outlook to Neg. & Affirms 'CCC+' CCR ---------------------------------------------------------------- S&P Global Ratings revised its outlook on Illinois Power Generating Co. to negative from stable. At the same time, S&P affirmed the 'CCC+' corporate credit rating and 'CCC+' ratings on the senior unsecured debt. In addition, S&P revised the recovery rating on the unsecured debt to '4' from '3'. The '4' recovery rating reflects expectations for average (30%-50%; lower half of the range) recovery in the event of a payment default. "The outlook revision stems from our expectation that Illinois Power Generating Co. would transition into the 'CCC' category if it is unable to refinance its $300 million 2018 maturity," said S&P Global Ratings credit analyst Michael Ferguson. "While a 'CCC+' rating can apply to any company with an unsustainable capital structure or one that relies on favorable developments to avoid default, a 'CCC' rating generally applies to those companies that are likely to default within one year. While we don't consider that applicable now, the outlook signals that it could be true within a year or 18 months. Given the severe challenges facing coal-fired generation in much of the U.S. in a weak commodity pricing environment, we believe that IPG will face extreme difficulty refinancing this maturity at favorable terms. Additionally, even before that cliff, continued weak market conditions could cause the company to exhaust liquidity, though this is less likely in our opinion," S&P said. The revised recovery rating reflects a revision to S&P's valuations of the individual assets. During the past year, S&P has revalued numerous coal assets, often considerably lower, based on the low gas price environment making these assets less economical than S&P had previously assumed. This trend is accentuated for MISO plants, which operate in a somewhat weaker capacity construct than their PJM peers. The negative outlook indicates that S&P believes liquidity will continue to diminish during 2016 as a result of weak power pricing and the closure of the Newton unit. More importantly, S&P continues to expect that the issuer will have significant difficulty refinancing its 2018 maturities. A downgrade to 'CCC' would be possible if S&P felt that in the following 12 months IPH might default due to a liquidity crisis -- perhaps due to a continued decline in power prices -- or might consider a distressed exchange offer or similar restructuring effort. Additionally, S&P would likely downgrade if the company came within one year of its refinancing date without any sort of remedial efforts. A rating upgrade would require improved financial performance or an improvement in the business risk profile to weak from vulnerable. If IPH could realize FFO to debt metrics of about 5% on a sustained basis, and if S&P thought it could manage its 2018 maturity, a higher rating would be possible. An improvement in the business risk profile is unlikely and would require greater certainty that the company's assets would remain economically competitive. INTERVENTION ENERGY: Court Orders Joint Administration of Cases --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware entered an order directing the joint administration of Intervention Energy Holdings, LLC and Intervention Energy, LLC's Chapter 11 cases under the lead case, In re Intervention Energy Holdings, LLC case number 16-11247 (KJC). The chapter 11 cases will be consolidated for procedural purposes only and will be administered jointly. About Intervention Energy Intervention Energy Holdings, LLC and Intervention Energy, LLC filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 16-1247) on May 20, 2016. The petition was signed by John R. Zimmerman, president. The Hon Kevin J. Carey presides over the case. The Debtor estimated assets of $100 million to $500 million and estimated debts of $100 million to $500 million. Intervention Energy Holdings listed Statoil Oil & Gas LP as its largest unsecured creditor holding a trade claim of $3.80 million. JAKAYS SALON: Exclusive Plan Filing Period Extended to June 20 -------------------------------------------------------------- The Hon. Gregory L. Taddonio of the U.S. Bankruptcy Court for the Western District of Pennsylvania has extended, at the behest of JaKay’s Salon and Day Spa, Inc., the Debtor's exclusivity period to file a Chapter 11 Plan and Disclosure Statement until June 20, 2016. As reported by the Troubled Company Reporter on May 23, 2016, the Debtor asked for the extension, saying that it believes that it is possible to file a consensual Plan with all creditors in this case, and that an extension of time of 30 days will allow them to fully negotiate and prepare a consensual Plan. JaKay's Salon & Day Spa, Inc., filed a Chapter 11 petition (Bankr. W.D. Penn. Case No. 15-23478) on September 23, 2015, listing under $1 million in both assets and liabilities. A copy of the petition is available at http://bankrupt.com/misc/pawb15-23478.pdf The Debtor is represented by Christopher M. Frye, Esq., at Steidl & Steinberg. JOHNSON LAWN: Wants Plan Filing Period Extended by 45 Days ---------------------------------------------------------- Johnson Lawn & Outdoor Equipment, Inc., asks the U.S. Bankruptcy Court for the Southern District of Mississippi for a 45-day extension of the period of time for the Debtor to file a disclosure statement and plan of reorganization. The Debtor has been in negotiations with various creditors and making determinations to allow them to finalize many matters with regard to a Disclosure Statement and proposed plan to be filed. No decision has been made by the Debtor and its counsel as to whether a sale of the Debtor's assets or pursuit of a plan is the best option for the Debtor. The Debtor tells the Court that it will have a better idea as to its ability to pursue a meaningful plan after the current summer season has passed. The Debtor assures the Court that it doesn't seek the extension for purposes of delay, but rather, to allow the Debtor an opportunity to fully consider his options and, if it determines a Disclosure Statement and proposed Plan is feasible, to formulate and file its proposed Plan and Disclosure Statement. The Debtor's bankruptcy counsel can be reached at: Law Offices of Craig M. Geno, PLLC Craig M. Geno, Esq. Jarret P. Nichols, Esq. 587 Highland Colony Parkway Ridgeland, MS 39157 Tel: (601) 427-0048 Fax: (601) 427-0050 E-mail: cmgeno@cmgenolaw.com Johnson Lawn & Outdoor Equipment Inc. filed for Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Case No. 15-03189) on Oct. 14, 2015. Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC, serves as the Debtor's bankruptcy counsel. KEFALOS INC: Taps Bradley H. Foreman as Legal Counsel ----------------------------------------------------- Kefalos, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire The Law Offices of Bradley H. Foreman, P.C. as its legal counsel. The Debtor tapped the firm to: (a) give advice about its powers and duties as a debtor-in- possession; (b) attend meetings and negotiate with representatives of creditors and other parties; (c) advise the Debtor in matters relating to the evaluation of the assumption, rejection or assignment of certain unexpired leases and executory contracts; (d) advise the Debtor about legal issues arising in or relating to its ordinary course of business; (e) take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on their behalf; (f) prepare legal papers; (g) prepare a plan of reorganization and disclosure statement; (h) attend meetings with third parties; and (i) appear before the bankruptcy court, any appellate courts, and the U.S. trustee. Bradley Foreman, Esq., will be paid for his services at his normal billing rate of $350 per hour. In a court filing, Mr. Foreman disclosed that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Bradley H. Foreman The Law Offices of-Bradley H. Foreman, P.C. 120 South State Street Chicago, IL 60603 Tel: 312-558-1850 Fax: 312-558-1852 Email: brad@bradleyforeman.com About Kefalos Inc. Kefalos, Inc. operates the Hard Water Bar & Grill located at 7545 N. Clark St. in Chicago. Kefalos filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 16-18443) on June 2, 2016. KINDRED HEALTHCARE: Moody's Cuts Sr. Unsec. Notes Rating to B3 -------------------------------------------------------------- Moody's Investors Service downgraded Kindred Healthcare, Inc.'s senior unsecured notes to B3 (LGD 5) from B2 (LGD 5). Moody's also affirmed Kindred's other ratings, including its B1 Corporate Family Rating and B1-PD Probability of Default Rating. The rating outlook is negative. The downgrade of Kindred's senior unsecured notes follows the announcement that Kindred has completed the amendment of its senior secured credit facility, including the add-on of $200 million of term loan B. The incremental term loan negatively impacts Moody's expectation of recovery on Kindred's senior notes. This is because it increases the portion of secured debt in the capital structure that would recover ahead of the senior notes in a bankruptcy scenario. The affirmation of Kindred's remaining ratings reflects Moody's acknowledgement that the company's overall financial leverage is not impacted by the amendment of the credit agreement. Incremental term loan will be used to repay amounts drawn on the company's revolver and the elimination of a scheduled step down in the required leverage covenant level will provide additional cushion. Further, in its ratings, Moody's continues to acknowledge its expectation that the company will be focused on reducing leverage. However, the benefit of growth opportunities in home health and hospice will likely be muted by near term challenges. These include the change in reimbursement for services in the company's long term acute care hospitals. The negative outlook reflects Moody's expectation that Kindred will face a number of headwinds in growing EBITDA that will constrain the company's ability to reduce its high financial leverage. The high leverage limits the company's ability to absorb negative developments at the current rating level. Following is a summary of Moody's rating actions. Ratings downgraded: Senior unsecured notes due 2020 to B3 (LGD 5) from B2 (LGD 5) Senior unsecured notes due 2022 to B3 (LGD 5) from B2 (LGD 5) Senior unsecured notes due 2023 to B3 (LGD 5) from B2 (LGD 5) Ratings affirmed: Corporate Family Rating at B1 Probability of Default Rating at B1-PD Senior secured term loan (inclusive of $200 million add-on) at Ba2 (LGD 2) Speculative Grade Liquidity Rating at SGL-2 The rating outlook is negative. RATINGS RATIONALE Kindred's B1 Corporate Family Rating reflects Moody's expectation that financial leverage will improve modestly and approach 5.0 times over the next 18 months. The rating also incorporates Moody's consideration of risks associated with a high reliance on the Medicare program as a source of revenue and the ongoing changes to reimbursement of post-acute care services. Moody's also anticipates that the company will pursue acquisitions to fill out service line offerings in certain targeted markets. However, the rating also reflects Kindred's scale as one of the largest post-acute care service providers by revenue and sites of service. Kindred also has diversity by service line with a significant presence across many sub-segments of the post-acute care continuum. Moody's could downgrade the ratings if the company is unable to reduce adjusted debt to EBITDA to close to 5.0 times or if negative developments in Medicare reimbursement in any of the company's subsectors are meaningfully detrimental to operating results. The ratings could also be downgraded if liquidity deteriorates or compliance with financial covenants becomes less certain. The ratings could be upgraded if the company can navigate reimbursement headwinds and continue to grow both revenue and EBITDA and maintain or expand EBITDA margins. The ratings could also be upgraded if adjusted leverage is expected to be reduced and sustained below 4.0 times. Kindred Healthcare, Inc. is a leading provider of long term acute care hospital, inpatient rehabilitation, contract rehabilitation, home health, and hospice services. Kindred's revenue for the twelve months ended March 31, 2016 was approximately $7.2 billion. KINEMED INC: Taps FisherBroyles as Special Counsel -------------------------------------------------- KineMed Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire FisherBroyles, LLP as its special counsel. The Debtor tapped the firm to provide legal services focused on its intellectual property and on the documentation of any planned transfer or other disposition of such property. Adam Whiting, Esq., a partner at FisherBroyles who is anticipated to provide the legal services, will be paid at his current hourly rate of $395. He will be assisted by other lawyers of the firm with prior consent from the Debtor. Aside from professional fees, the firm will also receive reimbursement for work-related expenses. In a court filing, Mr. Whiting disclosed that his firm has no connection with the Debtor or its creditors. FisherBroyles can be reached through: Adam K. Whiting FisherBroyles, LLP Palo Alto Office Phone: (650) 351-7236 Email: adam.whiting@fisherbroyles.com Web: fisherbroyles.com About KineMed Inc. Headquartered in Emeryville, California, KineMed, Inc., has developed and validated a proprietary drug development platform to clinically advance drugs more efficiently and with less risk for later sale/out-license. The Company is creating a pipeline of high value drug assets in muscle-wasting and fibrotic diseases. The pipeline is focused on Phase 2 trials with synthetic Ghrelin, to address CKD & muscle wasting in the elderly. The Company filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 16-41241) on May 4, 2016, estimating its assets at between $10 million and $50 million and debts at between $1 million and $10 million. The petition was signed by David M. Fineman, chairman and chief executive officer. Judge Roger L. Efremsky presides over the case. Merle C. Meyers, Esq., at Meyrs Law Group, PC, serves as the Debtor's bankruptcy counsel. KLM OPTICAL: Plan Confirmation Hearing Slated for Aug. 15 --------------------------------------------------------- Under the terms of a 12th interim order, KLM Optical, Inc., has continued authority to use cash collateral securing its obligations to (i) Citibank, N.A., (ii) Summit Processing, Inc., (iii) Ralph DePinto and (iv) American Express Bank, FSB, through through Aug. 15, 2016, which is also the anticipated date of the hearing on confirmation of the Debtor's plan of reorganization. Citibank asserts a first priority security interest in all of the assets of the Debtor, including but not limited to cash, financial accounts, accounts receivable, inventory, and equipment. Citibank says AmEx is unsecured. Summit and DePinto assert liens on credit card receivables, but the Debtor says there were no credit card receivables when KLM sought chapter 11 protection. The debtor has granted Citibank replacement liens and remits monthly $4,378.23 adequate protection payments to Citibank. KLM Optical, Inc., dba Pearle Vision, is based in Roslyn, N.Y. KLM filed a chapter 11 petition (Bankr. E.D.N.Y. Case No. 15-72145) on May 15, 2015, and is represented by J. Logan Rappaport, Esq., at Pryor & Mandelup, L.L.P., in Westbury, N.Y. At the time of the filing, the Debtor disclosed $319,046 in assets and $1.83 million in liabilities. LA CASA DE LA RAZA: Hires Schneider to Pursue Tax Refund -------------------------------------------------------- La Casa de la Raza, Inc., asks for permission from the U.S. Bankruptcy Court for the Central District of California to employ Nicholas J. Schneider, Esq., at Seed Mackall LLP as special counsel. The Debtor says that a special counsel is required in order to continue its pursuit of a refund of $96,586.32 from Santa Barbara County for overpaid taxes. Mr. Schneider will provide these services: a. representing the Debtor in any proceeding or hearing related to the tax refund, unless the Debtor is represented in the proceeding or hearing by other special counsel; b. preparing and assisting the Debtor in the preparation of reports, forms, applications, pleadings, and orders relating to the tax refund; c. assisting the Debtor in the negotiation with officials representing the tax authorities of Santa Barbara County; and d. performing any other services which may be appropriate in Mr. Schneider's representation of the Debtor in obtaining the tax refund for overpayment of property taxes. Mr. Schneider's representation is pro bono. Mr. Schneider, a partner at Seed Mackall, assures the Court that he doesn't hold nor represent any interest adverse to the Debtor or the Debtor's estate, and that he is a "disinterested person" as defined by Section 101(14) of the Bankruptcy Code. Mr. Schneider can be reached at: Nicholas J. Schneider, Esq. Seed Mackall LLP 1332 Anacapa Street, Suite 200 Santa Barbara, CA 93101 Tel: (805) 963-0669 Fax: (805) 962-1404 E-mail: nschneider@seedmackall.com Headquartered in Santa Barbara, California, La Casa de la Raza, Inc., filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 16-10331) on Feb. 23, 2016, estimating its assets at between $1 million and $10 million and its liabilities at between $500,000 and $1 million. The petition was signed by Marisela Marquez, chief executive. Matthew M Clarke, Esq., at Christman Kelley & Clarke PC serves as the Debtor's bankruptcy counsel. LANAI HOLDINGS III: S&P Affirms 'B' CCR, Outlook Stable ------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on U.S.-based Lanai Holdings III Inc. The outlook is stable. At the same time, S&P affirmed its 'B' issue-level rating on the company's $704 million first-lien credit facilities. The recovery rating on the facility is '3', which reflects S&P's expectation for meaningful (50%-70%, at the low end of the range) recovery in the event of payment default. The first-lien facilities consist of an $80 million revolving credit facility and $630 million term loan. The revolver will be upsized by $30 million and the first-lien term loan will be increased by $330 million as part of this transaction. S&P also affirmed its 'CCC+' issue-level rating on the company's proposed $255 million second-lien term loan, which is being increased by $120 million. The recovery rating on this debt is '6', which reflects S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. The company will use proceeds of the incremental debt to finance the acquisition of Performance Health, including refinancing Performance Health's debt, and pay related fees and expenses. "Our rating affirmation reflects our expectation that despite leverage rising to about 7x from approximately 6x, the company will continue to generate moderate discretionary cash flow," said S&P global Ratings credit analyst Jinsung Kim. The 'B' corporate credit rating on Lanai, a distributor of medical products to the rehabilitation and sports medicine industry, also reflects the combined company's still relatively small size and specialized focus. While it predominantly sells products to the rehabilitation market, which accounted for more than half of total sales, Lanai also has a presence in the sports medicine market. Despite offering some diversity to its core business, Lanai's focus on the narrow rehabilitation market, threat of competition from larger distributors, and limited track record as an independent entity from Patterson further supports S&P's business risk assessment. Partly offsetting those factors are positive demographics such as an aging population that S&P expects will drive rehabilitation utilization, a diversified customer and supplier base, and S&P's expectation of margin expansion as a result of the transaction and from a growing private-label business. The stable outlook reflects S&P's expectation that Lanai Holdings will grow at a low- to mid-single-digit pace and Performance Health will grow at a mid- to high-single-digit pace, pro forma margins will be stable, and cash flow generation will be solid. S&P could lower the rating if Lanai Holdings experiences a meaningful disruption to its business, such as the entrance of another major competitor that caused discretionary cash flow to be minimal. This could occur if there were a 10% revenue shortfall from our base-case and margin contraction of more than 400 basis points. Given Lanai Holdings' small scale, there is limited upside during the outlook period for a revision to business risk. S&P could raise the rating if the company's leverage declines to less than 5x over time and S&P believes the company is committed to sustaining leverage at that lower level. This could occur if the company reduces debt by $200 million. However, given financial sponsor ownership and pro forma leverage of 7x, S&P believes a rating upgrade is unlikely over the next year. LAND SECURITIES: Selling Project Area 13 for $1.1M to Cool Water ---------------------------------------------------------------- Land Securities Investors, Ltd., et al., on June 9, 2016, filed a motion asking the U.S. Bankruptcy Court for the District of Colorado to approve the sale of an unimproved 13.5-acre parcel of real property known as Project Area 13 of the Roxborough Downs Filing No. 2 located in Jefferson County, Colorado to Cool Water Land & Cattle Investments, LLC. LSI says that it valued the Property at $1,250,000 as of the date of its Disclosure Statement on April 15, 2014. The Contract remains subject to certain inspection rights on the part of the buyer. The sale price for the Property pursuant to the Contract is believed to be very reasonable by the Debtor. LSI is selling its properties in order to assist in the implementation of its confirmed Fourth Amended Plan of Reorganization. The Debtor's attorney: Lee M. Kutner, Esq. KUTNER MILLER BRINEN, P.C. 1660 Lincoln St., Suite 1850 Denver, CO 80264 Tel: (303) 832-2400 Fax: (303) 832-1510 E-mail: lmk@kutnerlaw.com The Buyer can be reached at: COOL WATER LAND & CATTLE INVESTMENTS, LLC 2830 S. Newcombe Way Lakewood, Colorado 80227 Attn: Jack Hoagland Phone: (303) 888-1920 E-mail: jack@coolwaterland.com The Buyer's attorney: SCHELWAT LAW, LLC 16350 E. Arapahoe Road, Suite 108-102 Foxfield, Colorado 80016 Phone: (720) 252-6764 E-mail: kschelwat@schelwatlaw.com About Land Securities Land Securities Investors, Ltd., LSI Retail II, LLC, and Conifer Town Center, LLC, sought Chapter 11 protection (Bankr. D. Colo. Case Nos. 13-11167, 13-1113, and 13-11135) in Denver on Jan. 29, 2013. Land Securities disclosed $47.0 million in total assets and $29.6 million in total liabilities. The Debtors are real estate developers and investors. The Office of the U.S. Trustee for Region 19 said that it was unable to appoint an official committee of unsecured creditors. Lee M. Kutner, Esq., of Kutner Miller Brinen, P.C., in Denver, Colorado, acts as legal counsel to Land Securities Investors, Ltd. Jeffrey A. Weinman, Esq., of Weinman & Associates, P.C., in Denver, Colorado, acts as legal counsel to LSI Retail II, LLC and Conifer Town Center, LLC. LANNETT COMPANY: Moody's Affirms B2 CFR & Cuts Secured Rating to B2 ------------------------------------------------------------------- Moody's Investors Service affirmed the B2 Corporate Family Rating of Lannett Company, Inc. (Lannett) and downgraded the rating on the senior secured revolver and Term Loans to B2 from B1. The actions follow the announcement that the company will repay its 12% unsecured notes with proceeds of additional secured debt, namely an increase in the Term Loan B of $150 million and Lannett's fully drawn $125 million revolver. The change in capital structure removes the benefit of first loss absorption provided by the unsecured notes to senior secured lenders. As a consequence of the now all first lien capital structure, Moody's downgraded the Probability of Default Rating to B3-PD from B2-PD. Moody's also affirmed the Speculative Grade Liquidity Rating of SGL-2, signifying good liquidity. The outlook is stable. Moody's will withdraw the unsecured ratings upon repayment and termination of the notes. Issuer: Lannett Company, Inc. Ratings Affirmed: Corporate Family Rating, B2 Speculative Grade Liquidity Rating, SGL-2 Ratings Downgraded: Senior Secured Bank Credit Facility, to B2 (LGD3) from B1 (LGD3) Probability of Default Rating, to B3-PD from B2-PD Ratings to be withdrawn upon close: Unsecured Notes, Caa1 (LGD 6) The outlook is stable. RATINGS RATIONALE The B2 Corporate Family Rating reflects Lannett's modest size in the highly competitive generic drug industry. The rating also reflects the company's revenue concentration in a relatively limited number of drugs and Lannett's minimal experience, prior to Kremers Urban, in acquiring and integrating companies of significant size. The ratings are also constrained by relatively high adjusted debt to EBITDA, however Moody's expects that the company will generate solid positive free cash flow, the majority of which will be used to delever. The SGL-2 signifies Moody's expectation of good liquidity over the next 12 months. The SGL-2 is supported by cash balances expected to be in excess of $200 million and positive free cash flow. Liquidity will be constrained by high mandatory amortization on the term loans. The rating is constrained by lack of external liquidity given the $125 million revolver is fully drawn, as well as the presence of maintenance covenants on the revolver and Term Loan A. While Lannett has good cushion under the net first lien senior secured leverage covenant as of March 31, 2016, Moody's expects that cushion will decline over the next 12 months due to the significant increase in secured debt following the proposed refinancing transaction, as well as reduced pro forma EBITDA (due largely to declining EBITDA in Kremers Urban in the periods before it was acquired by Lannett). However, Moody's anticipates that the company will maintain compliance with financial covenants over the next 12 months. The stable outlook reflects Moody's view that positive free cash flow and debt repayment will allow the company to delever over the next 12-18 months. Moody's could upgrade the ratings if Lannett successfully integrates KU and demonstrates the ability to generate sustained organic growth through new product launches, while sustaining adjusted debt to EBITDA below 4.0x. Moody's could downgrade the ratings if the company's revenue or profit margins deteriorate due to increased competition or other challenges on key products. Specifically if Moody's expects adjusted debt to EBITDA to be sustained above 5.0x, ratings could be downgraded. Further, a weakening of liquidity, or rising legal or regulatory risk could also lead to a downgrade. Lannett Company Inc, headquartered in Philadelphia, PA is a generic drug manufacturer and distributor with capabilities in opioids and other difficult-to-manufacture products. Lannett is publicly traded on the NYSE and had adjusted revenues of about $497 million for the twelve months ended March 31, 2016. LAREDO PETROLEUM: Egan-Jones Cuts FC Sr. Unsec. Rating to CCC+ -------------------------------------------------------------- Egan-Jones Ratings Company downgraded the foreign currency senior unsecured rating on debt issued by Laredo Petroleum Inc. to CCC+ from B+ on June 2, 2016. EJR also lowered the commercial paper rating on Company to C from A3. Laredo Petroleum, Inc. is an independent energy company focused on the exploration, development and acquisition of oil and natural gas. The company is based in Tulsa, Oklahoma. LATTICE INC: Annual Meeting of Stockholders Set for Sept. 27 ------------------------------------------------------------ The Board of Directors of Lattice Incorporated has established Sept. 27, 2016, as the date of the Company's 2016 Annual Meeting of stockholders, which will be held at a time and location to be determined and specified in the Company's proxy statement. The record date for determination of stockholders entitled to vote at the 2016 Annual Meeting, and any adjournment thereof, will be the close of business on Aug. 22, 2016. More information regarding the 2016 Annual Meeting will be disclosed in the Company's proxy statement which the Company anticipates filing with the United States Securities and Exchange Commission. Stockholders of the Company who wish to have a proposal considered for inclusion in the Company's proxy materials for the 2016 Annual Meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, must ensure that such proposal is received by the Company's Secretary, Joe Noto, Lattice Incorporated, 7150 N. Park Drive, Suite 500, Pennsauken, New Jersey 08109, (856) 910-1166 no later than the close of business on July 15, 2016. Any such proposal must also meet the requirements set forth in the rules and regulations of the SEC to be eligible for inclusion in the proxy materials for the 2016 Annual Meeting. The persons authorized by the form of proxy to be sent in connection with the solicitation of proxies on behalf of Company's board of directors for the 2016 Annual Meeting will vote in their discretion as to any matter of which Company has not received notice by July 15, 2016. In addition, in accordance with the Company's policy, stockholders who wish to nominate a person for election as a director must ensure that written notice of such proposal (including all of the information specified in the proxy statement for the 2015 annual meeting of stockholders) is received by the Company's Secretary at the address specified above, no later than the close of business on July 15, 2016. About Lattice Inc. Pennsauken, New Jersey-based Lattice Incorporated provides telecommunications services to correctional facilities and specialized telecommunication service providers in the United States. Lattice reported a net loss available to common shareholders of $5.55 million on $7.58 million of revenue for the year ended Dec. 31, 2015, compared to a net loss available to common shareholders of $1.82 million on $8.94 million of revenue for the year ended Dec. 31, 2014. As of March 31, 2016, Lattice had $3.63 million in total assets, $11.15 million in total liabilities and a total shareholders' deficit of $7.52 million. Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has a working capital deficit and requires additional working capital to meet its current liabilities. These factors raise substantial doubt about the Company's ability to continue as a going concern. LAWRENCE SCHIFF: Trustee Proposes CSS-Led Auction on June 29 ------------------------------------------------------------ William G. Schwab, the Chapter 11 trustee for the estate of Lawrence Schiff Silk Mills, Inc., seeks approval (i) of the stalking horse asset purchase agreement with buyer CSS Industries, Inc., and (ii) bid procedures in connection with the proposed sale of the Debtor's assets. Since the Petition Date, the Debtor has entertained expressions of interests from multiple parties interested in purchasing the Acquired Assets. The Trustee has continued these discussions since his appointment and has, subject to the Court's approval, selected CSS Industries, Inc., or an affiliate to be designated by CSS, in its sole discretion, as the prospective purchaser to acquire certain of the Debtor's assets. CSS has offered to acquire certain of the Debtor's designated assets for the price of $900,000, of which will be paid at the closing. The Agreement with CSS represents the culmination of an extensive negotiation process. The Trustee desires to receive the greatest value for the Acquired Assets. Although the Debtor has undertaken extensive and thorough efforts to market the assets, the Trustee believes it is imperative that it provide an additional opportunity for any interested purchasers to submit further offers for the acquired assets. The Trustee proposes: -- a June 28, 2016 deadline for overbids; -- an auction on June 29, 2016; -- a sale hearing on or before July 8, 2016; -- entry of an order approving the sale by July 11, 2016; and -- closing of the sale on or before July 31, 2016. About Lawrence Schiff Silk Mills Founded in 1918 and headquartered in Quakertown, PA, Lawrence Schiff Silk Mills, Inc.'s primary business was the manufacturing of ribbons, bows, ties, straps, webbing and over 500 additional woven, fabricated materials for more than 1,000 customers worldwide. LSSM served the global industrial, apparel, military, medical, packaging and hospitality markets. On April 5, 2016, Pyramid Realty Group, LP, Aero Energy and Grant Industries, Inc. filed an involuntary petition under Chapter 11 of Title 11 of the United States Code pursuant to Sec. 303 of the Bankruptcy Code against Lawrence Schiff Silk Mills (Bankr. E.D. Pa. Case No. 16-12396). Pyramid is owned by Richard J. Schiff, who holds a minority equity stake in Debtor, owns RJLS Enterprises, Inc., and owns or owned the Debtor's predecessor entities. On April 22, 2016, upon agreement between the Debtor and the Petitioning Creditors, the Court entered a Consent Order for Relief in Involuntary Chapter 11 Case. The Consent Order granted relief to Debtor under Chapter 11 of the Bankruptcy Code as of the Relief Date. The Petitioning Creditors are represented by Jeffrey Kurtzman, Esq., at Kurtzman Steady LLC. William G. Schwab has been appointed the Chapter 11 Trustee for the Debtor's estate. LEWIS HEALTH: Seeks to Hire Al Johnson as Accountant ---------------------------------------------------- Lewis Health Institute, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Al Johnson & Associates, LLC as its accountant. The Debtor tapped the firm to compile monthly balance sheets and income statements, and prepare monthly reports required by the Office of the U.S. Trustee. Since Al Johnson & Associates' fees are anticipated to be small, the Debtor seeks permission to waive the requirement that the firm file fee applications so long as the monthly fees do not exceed $500. Al Johnson, a public accountant and tax practitioner, disclosed in a court filing that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Al Johnson Al Johnson & Associates, LLC 6586 NW Selvitz Road Port Saint Lucie, FL 34983 The Debtor can be reached through its counsel: Craig I. Kelley, Esq. Kelley & Fulton, P.L. 1665 Palm Beach Lakes Blvd. The Forum - Suite 1000 West Palm Beach, FL 33401 Tel: (561) 491-1200 Fax: (561) 684-3773 E-mail: craig@kelleylawoffice.com About Lewis Health Institute Lewis Health Institute, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 15-25980) on Sept. 3, 2015. Craig I. Kelley, Esq., at Kelley & Fulton, PL, serves as the Debtor's bankruptcy counsel. LIFE CARE: UMB Bank Reserves Right to Object to Sale ---------------------------------------------------- UMB Bank, National Association, as Bond Trustee, has submitted a reservation of rights to the motion of Life Care St. Johns, Inc., to sell substantially all of its assets. The Bond Trustee does not oppose the Debtor's effort to sell the Facility Assets at the Auction pursuant to the Bidding Procedures. The Trustee files this Reservation of Rights as a protective measure to preserve its right to object to any aspect of the Auction, including the selection of the Successful Bidder, the terms and conditions of that bidder's offer, the terms of underlying asset purchase agreements, and the conduct of the Auction. UMB Bank is represented by: Daniel S. Bleck, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center Boston, Massachusetts 02111 Tel: (617) 542-6000 Fax: (617) 542-2241 E-mail: dsbleck@mintz.com - and - Jason Burnett, Esq. GrayRobinson, P.A. 50 North Laura Street, Suite 1100 Jacksonville, Florida 32202 Tel: 904.598.9929 Fax: 904.598.9109 E-mail: jason.burnett@gray-robinson.com About Life Care St. Johns Life Care St. Johns, Inc., doing business as Glenmoor, is a not-for-profit organization that owns and operates a continuing care retirement community in St. Johns County, Florida. The company received its certificate of occupancy in 1999 and began operations in October of 2001. As a CCRC, Glenmoor provides "lifecare services" to its residents, each of whom reside in a residential unit. The "lifecare" concept recognizes that the healthcare and residency needs of elderly residents vary along a continuum beginning with independent living and in many cases ending with a need for full-time nursing care. The Glenmoor community thus includes independent residential units, an assisted living center, and a healthcare center for residents requiring round the clock nursing care. As disclosed in documents filed with the Court, Residency at Glenmoor is provided pursuant to "Residence and Care Contracts" which require prospective residents to pay an "Entrance Fee" and a "Monthly Service Fee." The Entrance Fee is a lump sum, one-time payment based on the type of Residential Unit occupied by the resident, and obligates Glenmoor to provide care to the resident so long as he or she remains a resident and pays the Monthly Service Fee. Depending upon the type of contract selected, the Entrance Fee may or may not be refundable. For residents with refundable Entrance Fee contracts, the refund is to be paid from the proceeds of the next Entrance Fee received by Glenmoor. According to Court filings, the economic recession which began in late 2007 had a dramatic impact on Glenmoor, with fewer residents being able to afford the required Entrance Fees as their home equity and investments portfolios shrank in value. With fewer new residents entering the community than were moving out, significant Entrance Fee refund liabilities began to accumulate, rising to almost $8 million at their peak. The decreasing revenues eventually led to payment and other defaults under the $59 million in Revenue Bonds issued in 2006 to support Glenmoor and refinance an earlier bond issue. On July 3, 2013, Glenmoor filed its initial Chapter 11 case in the U.S. Bankruptcy Court for the Middle District of Florida amid defaults under the Debtor's 2006 Bonds and threats of enforcement action by the Florida's Office of Insurance Regulation, the government entity that governs the licensing and operations of continuing care retirement community in Florida. A consensual Plan of Reorganization was filed Nov. 27, 2013. Glenmoor's Plan of Reorganization was confirmed by the Court on Feb. 28, 2014. The Final Decree was entered on April 6, 2016. Glenmoor filed its second voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.: 16-01347) on April 11, 2016. The Debtor has engaged Thames Markey & Heekin, P.A., as bankruptcy counsel; Walchle Investment Group, Inc. as sale broker; Cassidy Turley Commercial Real Estate Services, Inc., as investment banker; Greystone Development Company II, LP, as operations consultant; Eddie Williams, III, Esq., as regulatory compliance counsel; Moore Stephens Lovelace, CPA, as accountant; Globic Advisors, Inc., as plan solicitation and tabulation agent; and American Legal Claim Services, LLC as claims and noticing agent. The Debtor estimated assets in the range of $10 million to $50 million and liabilities of up to $100 million. The case is pending before the Honorable Jerry A. Funk. LINC USA GP: Court Orders Joint Administration of Cases ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas entered an order directing the joint administration of the Chapter 11 cases of Linc Energy Finance (USA), Inc., Linc USA GP, Linc Energy Resources, Inc., Linc Gulf Coast Petroleum, Inc., Linc Energy Petroleum (Louisiana), LLC, Linc Alaska Resources, LLC, Paen Insula Holdings, LLC, Linc Energy Petroleum (Wyoming), Inc., Diasu Holdings, LLC, Diasu Oil & Gas Company, Inc., and Linc Energy Operations, Inc. The lead case is that of Linc USA GP, case number 16-32689. As reported in the Troubled Company Reporter, the Debtors anticipate that during the course of these cases, it will be necessary to file numerous motions and applications, as well as other pleadings and documents. The Debtors assert that joint administration of their Chapter 11 cases is in the best interests of their estates, creditors, and other parties-in-interest and will further the interests of judicial economy and administrative expediency by, among other things, obviating the need to: (i) file duplicate motions, (ii) enter duplicate orders, and (iii) forward unnecessary, duplicate notices and other documents to creditors and other parties-in-interest, which actions would cause the Debtors' estates to incur unnecessary costs and expenses. About Linc USA Each of Linc USA GP, Linc Energy Finance (USA), Inc., Linc Energy Operations, Inc., Linc Energy Resources, Inc., Linc Gulf Coast Petroleum, Inc., Linc Energy Petroleum (Wyoming), Inc., Paen Insula Holdings, LLC, Diasu Holdings, LLC, Diasu Oil & Gas Company, Inc., Linc Alaska Resources, LLC and Linc Energy Petroleum (Louisiana), LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-32689) on May 29, 2016. Linc USA GP and its subsidiaries operate an independent oil and gas exploration and production business with a primary focus on conventional onshore and shallow state water properties along the Gulf Coast of Texas and properties in the Powder River Basin of Wyoming. The Debtors, through their majority owned subsidiary, Renaissance Umiat, LLC (which is not a Debtor), also own oil and gas properties in the Umiat field on Alaska's North Slope. The Debtors are ultimately owned by Linc Energy Ltd., an Australian corporation established in the year 2000, shares of which were listed on the Singapore Stock Exchange. Linc Energy Ltd. entered into voluntary administration in Australia on April 15, 2016. The Debtors estimated assets in the range of $50 million to $100 million and debts of up to $500 million. As of the Petition Date, the Debtors estimate that they owed approximately $5.8 million to their vendors. Bracewell LLP serves as the Debtors' counsel. Kurtzman Carson Consultants LLC acts as the Debtors' notice, claims and balloting agent. Judge David R Jones presides over the cases. LITTLETON PREPARATORY: S&P Affirms BB+ Rating on 2013 Rev. Bonds ---------------------------------------------------------------- S&P Global Ratings revised its outlook to negative from stable and affirmed its 'BB+' long-term rating on the Colorado Educational & Cultural Facilities Authority's series 2013 charter school revenue bonds issued for Littleton Preparatory Charter School (LPCS). "The negative outlook reflects our expectation that the school will continue to maintain below 1.0x maximum annual debt service coverage combined with an anticipated significant decline in cash for fiscal 2016 due to improvements made at the new facilities," said S&P Global Ratings credit analyst Jessica Matsumori. "It is our opinion that strong cash levels were historically the school's predominant credit strength and that without a commensurate improvement to debt service coverage or operating performance, the anticipated lower cash levels may result in a credit profile that is more consistent with a lower rating," Ms. Matsumori added. The 'BB+' rating is still supported by the school's good academic performance, stable demand and enrollment trends, and financial operations that while negative, have been slowly improving over time. Proceeds from the series 2013 bonds were used to purchase and develop new facilities and land for LPCS, which replaced its previous campus. LPCS was granted charter approval in 1997 and opened its doors in time for the 1998-1999 school year, with 300 students in grades one through six (1-6). Since that time, it has grown to 615 students for the 2015-2016 school year in kindergarten through eighth grade (K-8). LPCS also added a preschool program in fall 2013, with 40 students enrolled for the current school year. It is one of two charter schools in the Arapahoe County School District. LPCS was granted a five-year renewal in 2013, valid through 2018. It is S&P's understanding that the school maintains a strong relationship with the authorizer, and that no risk surrounds the status of the charter. LOTUS STORES: Seeks to Hire Wilkins Miller as Accountant -------------------------------------------------------- Lotus Stores, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Alabama to hire Wilkins Miller LLC as its accountant. The firm's professionals will be paid for their services at these hourly rates: Partners $240 - $285 Managers $195 - $225 Senior Accountants $120 - $160 Staff Accountants $100 - $120 Bookkeepers $90 Wilkins Miller does not hold any interest adverse to the Debtor and is "disinterested," according to court filings. Wilkins Miller maintains offices at: Patricia M. Bessonen, CPA Brian M. Blakeney, CPA Frank D. Brown, CPA Wilkins Miller LLC 41 West Interstate 65 Service Rd. North, Suite 400 Mobile, AL 36608 Tel: 251.410.6700 Fax: 251.410.6799 Email: wilkinsmiller@wilkinsmiller.com pbessonen@wilkinsmiller.com bblakeney@wilkinsmiller.com fbrown@wilkinsmiller.com -- and -- Wilkins Miller LLC 35 South Section Street Fairhope, AL 36532 Tel: 251.928.0929 Email: wilkinsmiller@wilkinsmiller.com About Lotus Stores Lotus Stores, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the Southern District of Alabama (Mobile) (Case No. 16-01867) on June 7, 2016. The petition was signed by Lalonie Farnell, president and sole shareholder. The Debtor is represented by Jeffery J. Hartley, Esq., at Helmsing, Leach, Herlong, Newman & Rouse, P.C. The Debtor estimated assets of $100,000 to $500,000 and debts of $1 million to $10 million. LUMPY'S PRO GOLF: Seeks to Sell Remaining Inventory --------------------------------------------------- Lumpy's Pro Golf Discount, Inc., is requesting that the Court approve the sale of its remaining inventory located at 11120 South Cleveland Ave., Unit #2, Fort Myers, FL, to the highest qualified bidder, or to a qualified overbidder. In addition, the Debtor is requesting that the Court approve the assumption and assignment of its unexpired non-residential lease for its business premises located at 11120 S. Cleveland, Unit #2, Fort Myers, Florida 33907. As noted in the recently filed and served Notice of Sale of the Debtor's Inventory, the stalking horse bidder, TnT Golf, Inc., submitted its formal offer of $13,500, along with proof of its present bid deposit of $1,350 (10% of the initial offer), and proof of ability to close the transaction with payment in full. The summary of the terms of the Stalking Horse Bidder's offer is: (i) The Stalking Horse Bidder (or Assignee) will acquire the Debtor's Inventory located at the Fort Myers' location; (ii) Total purchase price will be $13,500 or if increased by a bona fide overbid; (iii) The Stalking Horse Bidder has paid an initial deposit of $1,350; (iv) The Stalking Horse Bidder will assume no liabilities or obligations of the Debtor other than the proposed assumption and assignment of the Debtor's non-residential real property lease for the non-residential real property lease located at 11120 S. Cleveland Ave., #2, Fort Myers, FL 33907; (v) The Stalking Horse Bidder will acquire the Debtor's remaining inventory free and clear of any and all debts, liens, claims, causes of action, and security interests, whether known or unknown, on or before close of business July 8, 2016; and (vi) The closing for the sale of the Debtor's inventory by the highest Qualified Bidder will occur on or before July 5, 2016; and (vii) The minimum incremental overbids will begin at least $1,000 higher than the Opening Bid (the initial next highest Opening Bid will be no less than $14,500), and will be in minimum increments of $1,000. The Debtor believes a qualified overbid that otherwise complies with Sections 363(f) and 365 of the Bankruptcy Code is the most efficient and expeditious resolution of the Debtor's insolvency situation. The Debtor's principals believe that the proposed sale of its inventory to the highest bidder will have overwhelmingly universal support from all creditor constituents. The Debtor believes that the proposed sale to the highest qualified overbidder, consistent with Sections 363 and 365 of the Bankruptcy Code, is the best result for all parties. The Debtor negotiated the $13,500 offer, and given the Debtor’s Schedules listing the value of the asset, the Debtor believes the offer represents the fair market value of the Debtor's remaining inventory. Further, the Notice of Sale was served on all creditors with an opportunity to object or overbid. Counsel for Lumpy's Pro Golf Discount: Thomas J. Polis, Esq. POLIS & ASSOCIATES 19800 MacArthur Boulevard, Suite 1000 Irvine, CA 92612-2433 Telephone: (949) 862-0040 Facsimile: (949) 862-0041 E-mail: tom@polis-law.com About Lumpy's Inc. Lumpy's Inc. and Lumpy's Pro Golf Discount, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-12957 and 16-12958) on April 1, 2016. The Debtors are represented by Thomas J. Polis, Esq., at Polis & Associates, APLC. M SPACE HOLDINGS: Key Employee Retention Plan Approved ------------------------------------------------------ U.S. Bankruptcy Judge Joel T. Marker has authorized M Space Holdings, LLC, to implement a key employee retention plan for non-insider employees. The Debtors are authorized to modify the terms of the KERP in their discretion, and in consultation with their secured parties, solely to (i) provide for the payment of any lesser amount to a particular Key Employee, or (ii) make minor adjustments to the timing of the payment to a particular Key Employee, in each case without further order of the Court. About M Space Holdings M Space Holdings, LLC, is a provider of turnkey complex modular space solutions. It sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 16-24384) in Salt Lake City on May 19, 2016. The case is assigned to Judge Joel T. Marker. The Debtor estimated assets and liabilities of $50 million to $100 million. The Debtor's asset liquidator is Gordon Brothers Commercial & Industrial, LLC. MAJESTIC AIR: Taps Havkin & Shrago as Legal Counsel --------------------------------------------------- Majestic Air, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Havkin & Shrago, Attorneys At Law as its legal counsel. The Debtor tapped the firm to: (a) represent the Debtor at its Initial Debtor Interview; (b) represent the Debtor at its meeting of creditors; (c) represent the Debtor at court hearings; (d) prepare legal papers; (e) advise the Debtor regarding matters of bankruptcy law, including its rights and remedies with respect to its assets and the claims of its creditors: (f) represent the Debtor in all contested matters; (g) assist the Debtor in the preparation of a disclosure statement and the negotiation and implementation of a plan of reorganization; (h) analyze any claim filed in the Debtor's bankruptcy case; (i) negotiate with the Debtor's secured and unsecured creditors regarding the amount and payment of their claims; and (j) object to claims if necessary. Stella Havkin and Renee Linares, the firm's professionals who will be primarily responsible for representing the Debtor, will be paid $400 per hour and $350 per hour, respectively. In a court filing, Ms. Havkin disclosed that there is no conflict in the firm's representation of the Debtor in its bankruptcy case. The firm can be reached through: Stella Havkin, #134334 Havkin & Shrago Attorneys at Law 20700 Ventura Blvd. Ste. 328 Woodland Hills, CA 91364 Telephone: (818) 999-1568 Facsimile: (818) 305-6040 Email: stella@havkinandshrago.com About Majestic Air Majestic Air, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-11538) on May 23, 2016. The petition was signed by Tessie Cue, president. The case is assigned to Judge Martin R. Barash. The Debtor disclosed total assets of $3.47 million and total debts of $3.21 million. MANUFACTURERS ASSOCIATES: Taps Coan Lewendon as Bankr. Counsel -------------------------------------------------------------- Manufacturers Associates, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Connecticut to employ Coan, Lewendon, Gulliver and Miltenberger, LLC, as general Chapter 11 counsel. Coan Lewendon will: a. give the Debtor-in-Possession legal advice with respect to its business, operations, and the management of its property; b. negotiate arrangements with creditors respecting their claims and treatment of their claims in a plan of reorganization; c. institute and defend litigation in this and other courts as counsel and the Debtor-in-Possession consider necessary and appropriate for the conduct of its reorganization; d. prepare on behalf of the Debtor-in-Possession necessary petitions, answers, orders, reports, disclosure statements, plans and other papers; and e. perform all other legal services for the Debtor-in- Possession which may be necessary. Coan Lewendon will be paid at these hourly rates: Partners $400 Counsel & Associates $250-$300 Paralegals $95-$110 In contemplation of this retention, the Debtor-in-Possession's sole shareholder paid to Coan Lewendon a a total sum of $15,000 as retainer for services rendered and to be rendered. Carl T. Gulliver, Esq., a member at Coan Lewendon, assures the Court that the firm represents no interest adverse to the Debtor-in-Possession or the estate in the matters upon which it will be engaged to hand for the Debtor-in-Possession, nor does it have any connection with the Debtor, creditors, or any other party-in-interest, their respective attorneys and accountants, the U.S. Trustee, or any person employed by the Office of the U.S. Trustee. Mr. Gulliver also assures the Court that the firm is a disinterested person, as that term is defined in 11 U.S.C. Section 101(14). Coan Lewendon can be reached at: Carl T. Gulliver, Esq. Coan, Lewendon, Gulliver & Miltenberger, LLC 495 Orange Street New Haven, CT 06511 Phone: 203-901-1298 Fax: 203-865-3673 E-mail: cgulliver@coanlewendon.com The Debtor originally applied for authority to retain Peter Ressler, Esq., as its general Chapter 11 counsel. As he is no longer practicing law, the Debtor applied for authority to retain James S. Brownstein, Esq. Mr. Brownstein has determined that he is unable to serve in this capacity due to conflicts with other clients. 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 was 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: Seeks OK to Auction Restaurant Equipment ------------------------------------------------------------ Maria's Mont Blanc Restaurant Corp., asks the U.S. Bankruptcy Court for the Southern District of New York for approval to hold an auction sale of its equipment and its personal property. The Debtor is a New York corporation that operated a restaurant and bar known as Maria’s Mont Blanc Restaurant for the last thirty years in New York City’s Theater District. The Debtor has the following equipment and other items of personal property: * 1 hot water heater; * 1 commercial freezer; * 1 dish washer; * 1 Garland ten burner stove; * 1 tray server (18 shelf); * 2 low boy refrigerators; * 1 Garland grill; * 1 deep fryer; * 1 pizza oven; * 4 refrigerators; * 2 air conditioners; * 1 ice machine; * 1 microwave oven; * 2 coffee makers; * 1 espresso machine; * 5 stainless steel sinks; * 3 stainless steel tables; * 1 stain glass bar; * 14 bar stools; * 12 tables; * 1 preparation table; * 36 chairs; * 3 mirrors; * 2 bath room mirrors; * 12 light fixtures; * 3 computer stations with restaurant point of sale system; * 3 computer printers for point of sale system; * 2 television sets (24 inch); * 4 Bose speakers; * 2 walk in boxes; * 1 bar beer box; * 1 bar wine box; 4 paper towel dispensers; and * 2 menu signs. The Debtor believes that the assets have value and can be sold for the benefit of this estate and its creditors. It also requests the Court to reduce the 20-day period notice period set forth in Bankruptcy Rule 2002(a) and schedule a hearing to permit it to conduct and notice an auction sale within the next seven days. Maria's Mont Blanc Restaurant Corp. is represented by: Joel M. Shafferman SHAFFERMAN & FELDMAN LLP Counsel for the Debtor 137 Fifth Avenue, 9th Floor New York, New York 10010 Telephone: (212) 509-1802 Maria's Mont Blanc Restaurant Corp. sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 16-10742) on March 28, 2016. The Debtor estimated assets and liabilities of less than $50,000. Maria Lohmeyer, the company president, signed the petition. The Honorable Judge Michael E. Wiles is assigned to the case. MARTON TRUCKING: Seeks to Hire E.P. Bud Kirk as Attorney -------------------------------------------------------- Marton Trucking LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire E.P. Bud Kirk as its attorney. The Debtor proposes to hire an attorney to provide these services: (a) give legal advice about its powers and duties as a debtor-in-possession; (b) review the Debtor's various contracts; (c) prepare legal documents required for reorganization; (d) assist the Debtor in the formulation and negotiation of a Chapter 11 plan with its creditors . (e) review the transactions of the Debtor prior to the filing of its case to determine what further litigation should be filed on behalf of its estate; and (f) examine all tax claims filed against the Debtor, to contest any excessive amount claimed therein, and to structure a payment of the allowed taxes. Mr. Kirk will be compensated at his normal billing rate, which is $300 per hour. He will be assisted by paralegals who will be paid $90 per hour. In a court filing, Mr. Kirk disclosed that he does not hold or represent any interest adverse to the Debtor's estate or its creditors. Mr. Kirk's contact information is: E.P. Bud Kirk 600 Sunland Park Drive Bldg. Four, Suite 400 El Paso, TX 79912 Tel: (915) 584-3773 Fax: (915) 581-3452 E-mail: budkirk@aol.com About Marton Trucking Marton Trucking LLC sought protection under Chapter 11 of the Bankruptcy Code in the Western District of Texas (El Paso) (Case No. 16-30860) on June 7, 2016. MGM RESORTS: Tracinda Reports 16.1% Equity Stake as of June 13 -------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Tracinda Corporation disclosed that as of June 13, 2016, it beneficially owns 91,173,744 shares of common stock of MGM Resorts International representing 16.1 percent of the shares outstanding. The percentage was calculated on the basis of 565,153,753 shares of common stock issued and outstanding as of May 3, 2016, based upon information contained in the Company's Quarterly Report Form 10-Q for the period ended March 31, 2016. Anthony L. Mandekic, CEO, president and secretary/treasurer of Tracinda, also reported beneficial ownership of 91,227,101 shares. On June 13, 2016, Tracinda entered into a Long Form ISDA Master Agreement with UBS AG pursuant to which it sold, on June 13, 2016, an aggregate of 20,000,000 European style covered call options with respect to an equivalent number of shares of Common Stock. The Covered Call Options, which were sold for $2.12 per option and have an exercise price of $23.9363 per share, are set to mature at a rate of 2,000,000 shares per day, for ten trading days, commencing on Feb. 7, 2017. Tracinda anticipates that if the current market price of the Common Stock exceeds the exercise price, the Covered Call Options will be settled by the delivery of underlying Common Stock and will not be settled in cash. Tracinda has separately entered into a lock-up agreement with UBS AG that restricts Tracinda's ability to sell, for a period of 60 trading days following the trade date of the Covered Call Options, any residual shares beyond the number of underlying shares referenced by the Covered Call Options. Tracinda has separately entered into a Pledge Agreement with UBS, pursuant to which Tracinda will deliver to UBS 20,000,000 shares of Common Stock as collateral to secure its obligations under the Covered Call Options. Tracinda continues to believe that there is substantial value in the assets of MGM Resorts and that the company is a good long term investment. Tracinda is evaluating options for an orderly disposition of its position in the Common Stock, as directed in Kirk Kerkorian's will. The closing of the Covered Call Option agreements, the authority for which at all times will rest with the Covered Call Option purchasers, may result in a reduction in Tracinda's beneficial ownership of the Common Stock. Tracinda is subject to no fixed timetable for the disposition of its position in the Common stock. A full-text copy of the regulatory filing is available at: https://is.gd/p7NibO About MGM Resorts MGM Resorts International (NYSE: MGM) a global hospitality company, operating a portfolio of destination resort brands including Bellagio, MGM Grand, Mandalay Bay and The Mirage. The Company also owns 51% of MGM China Holdings Limited, which owns the MGM Macau resort and casino and is in the process of developing a gaming resort in Cotai, and 50% of CityCenter in Las Vegas, which features ARIA resort and casino. For more information about MGM Resorts International, visit the Company's Web site at www.mgmresorts.com. MGM Resorts reported a net loss attributable to the Company of $447.72 million in 2015, a net loss attributable to the Company of $149.87 million in 2014 and a net loss attributable to the Company of $171.73 milion in 2013. As of Dec. 31, 2015, MGM Resorts had $25.21 billion in total assets, $17.45 billion in total liabilities and $7.76 billion in total stockholders' equity. * * * As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on MGM Resorts International to 'B-' from 'CCC+'. In March 2012, S&P revised the outlook to positive from stable. "The revision of our rating outlook to positive reflects strong performance in 2011 and our expectation that MGM will continue to benefit from the improving performance trends on the Las Vegas Strip," S&P said. In March 2012, Moody's Investors Service affirmed its B2 corporate family rating and probability of default rating. The affirmation of MGM's B2 Corporate Family Rating reflects Moody's view that positive lodging trends in Las Vegas will continue through 2012 which will help improve MGM's leverage and coverage metrics, albeit modestly. Additionally, the company's declaration of a $400 million dividend ($204 million to MGM) from its 51% owned Macau joint venture due to be paid shortly will also improve the company's liquidity profile. The ratings also consider MGM's recent bank amendment that resulted in about 50% of its $3.5 billion senior credit facility being extended one year from 2014 to 2015. As reported by the TCR on Sept. 29, 2014, Fitch Ratings has upgraded MGM Resorts International's (MGM) and MGM China Holdings Ltd's (MGM China) IDRs to 'B+' from 'B' and 'BB' from 'BB-', respectively. Fitch's upgrade of MGM's IDR to 'B+' and the Positive Outlook reflect the company's strong performance on the Las Vegas Strip and in Macau as well as Fitch's longer-term positive outlooks for these markets. MIDAS INTERMEDIATE: $75MM Loan Add-on No Impact on Moody's B2 CFR ----------------------------------------------------------------- Moody's Investors Service said Midas Intermediate Holdco II, LLC's proposed $75 million add-on to its existing senior secured first lien term loan does not impact the company's B2 Corporate Family Rating ("CFR") or instrument ratings. MIDSTATES PETROLEUM: Creditors Object to Cash Collateral Motion --------------------------------------------------------------- The Official Committee of Unsecured Creditors of MidStates Petroleum Company, Inc., et al., and Wells Fargo Bank, National Association, submitted to the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, objections to Midstates Petroleum's motion to use cash collateral. "As a general matter, the Committee does not oppose the Debtors' request to use cash collateral to fund their reorganization efforts. However, the Committee does object to predetermining the course of the Cases within the first few weeks of their existence, especially where: (a) the Debtors' chosen course of action is predicated upon their unproven assertion that 98.8% of the value of the Debtors' assets is subject to valid and enforceable liens; (b) the Debtors did not perform a collateral review in terms of enforcement and perfection in connection with the 2015 Transactions... or in connection with the bankruptcy filing; and (c) the Debtors and their cooperating (or controlling) secured creditors implemented a 'death trap' in terms of proposed treatment of general unsecured claims should the Committee identify valid causes of action to be brought against the secured creditors... The Debtors filed these Cases to consummate the various restructuring transactions contemplated by the Plan Support Agreement dated April 30, 2016... which was negotiated with certain of the Prepetition Secured Parties... The Disclosure Statement... and the Joint Chapter 11 Plan of Reorganization... incorporate the PSA, which (a) contemplates a balance sheet restructuring; (b) provides for a de minimis recovery for general unsecured creditors; (c) locks the Debtors into an extraordinarily fast timeline for confirming the PSA-driven Plan; (d) effectively deprives the Committee of anything close to a full and fair opportunity to assess the Plan and, among other things, the valuations and assumptions upon which it is based; and (e) prevents the Committee from assessing whether the treatment negotiated by the Prepetition Secured Parties, as presented in the Plan, is fair and equitable and meets each of the specific requirements imposed by the Bankruptcy Code for confirmation. Moreover, the timeline set by the PSA is at odds with the complexity of these Cases and with the enormity of the investigation and collateral review the Committee must undertake. Forty... days to approval of a disclosure statement and seventy- five... days to confirmation is not realistic in these circumstances and does nothing but prejudice the unsecured creditor class," the Official Committee avers. "The Motion states that: '[t]he consensual use of Cash Collateral is tied to the achievement of case milestones set forth in the PSA, which contemplate an exit from bankruptcy in less than 110 days'... Beyond this general assertion, however, the Motion does not articulate what impact a failure to meet the PSA milestones would have on the use of Cash Collateral, and the Termination Events listed in the proposed order do not include any mention of the PSA milestones... The aggressive timeline required by the PSA may constrain the Debtors' ability to perform their fiduciary duty to move through these Chapter 11 Cases in a way that maximizes value for all creditors and may unduly slant the playing field in favor of secured creditors. Therefore, this Court should not approve a linkage between the use of Cash Collateral and the PSA milestones," Wells Fargo contends. The Official Committee of Unsecured Creditors is represented by: Michael S. Forshey, Esq. Karol K. Denniston, Esq. SQUIRE PATTON BOGGS (US) LLP 200 McKinney Avenue, Suite 1700 Dallas, TX 75201 Telephone: (214)758-1500 Facsimile: (214)758-1550 E-mail: michael.forshey@squirepb.com karol.denniston@squirepb.com - and - Norman N. Kinel, Esq. SQUIRE PATTON BOGGS (US) LLP 30 Rockefeller Plaza New York, NY 10112 Telephone: (212)872-9800 Facsimile: (212)872-9815 E-mail: norman.kinel@squirepb.com Wells Fargo Bank, National Association is represented by: Mark F. Hebbeln, Esq. Lars A. Peterson, Esq. FOLEY & LARDNER LLP 321 North Clark Street, Suite 2800 Chicago, IL 60654-5313 Telephone: (312)832-4500 Facsimile: (312)832-4700 E-mail: mhebbeln@foley.com lapeterson@foley.com About Midstates Petroleum Company Midstates Petroleum Company, Inc. -- http://www.midstatespetroleum.com/-- is an independent exploration and production company focused on the application of modern drilling and completion techniques in oil and liquids-rich basins in the onshore U.S. Midstates' drilling and completion efforts are currently focused in the Mississippian Lime oil play in Oklahoma and Anadarko Basin in Texas and Oklahoma. The Company's operations also include the upper Gulf Coast tertiary trend in central Louisiana. Midstates Petroleum Company, Inc. and Midstates Petroleum Company LLC filed separate Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 16-32237 and 16-32238) on April 30, 2016. Judge David R Jones presides over the case. Kurtzman Carson Consultants LLC serves as claims and noticing agent. As of Dec. 31, 2015, the Company listed assets of $679 million and total debts of $2 billion. The petitions were signed by Nelson M. Haight, executive vice president and chief financial officer. The Office of the U.S. Trustee on May 12, 2016, appointed three creditors to serve on the official committee of unsecured creditors. NAKED BRAND: Incurs $2.54 Million Net Loss in First Quarter ----------------------------------------------------------- Naked Brand Group Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.54 million on $448,000 of net sales for the three months ended April 30, 2016, compared with a net loss of $1.81 million on $259,000 of net sales for the same period in 2015. As of April 30, 2016, Naked Brand had $5.04 million in total assets, $1.85 million in total liabilities, and $3.19 million in total stockholders' equity. As of April 30, 2016, the Company had cash totaling $2.91 million. The Company believes it has sufficient capital to fund its operations through [the fourth quarter of fiscal 2017. Accordingly, management intends to continue to raise funds from equity and debt financings to fund its operations and objectives. "However, we cannot be certain that financing will be available on acceptable terms or available at all. To the extent that we raise additional funds by issuing debt or equity securities or through bank financing, our existing stockholders may experience significant dilution. If we are unable to raise funds when required or on acceptable terms, we may have to significantly scale back, or discontinue, our operations." A full-text copy of the Form 10-Q is available for free at: https://is.gd/5xTLjR About Naked Brand Naked Brand Group Inc. designs, manufactures, and sells men's innerwear and lounge apparel products in the United States and Canada. It offers various innerwear products, including trunks, briefs, boxer briefs, undershirts, T-shirts, and lounge pants under the Naked brand, as well as under the NKD sub-brand for men. The company sells its products to consumers and retailers through wholesale relationships and direct-to-consumer channel, which consists of an online e-commerce store, thenakedshop.com. Naked Brand Group Inc. is based in New York, New York. Naked Brand reported a net loss of US$19.06 million on US$1.38 million of net sales for the year ended Jan. 31, 2016, compared to a net loss of US$21.07 million on US$557,000 of net sales for the year ended Jan. 31, 2015. BDO USA, LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Jan. 31, 2016, noting that the Company incurred a net loss of $19,063,399 for the year ended January 31, 2016 and the Company expects to incur further losses in the development of its business. This condition raises substantial doubt about the Company's ability to continue as a going concern. NASSAU DEVELOPMENT: Taps Meland Russin as Legal Counsel ------------------------------------------------------- The Chapter 11 trustee of Nassau Development of Village West Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Meland Russin & Budwick, P.A. as his legal counsel. Drew Dillworth, the bankruptcy trustee, tapped the firm to: (a) advise him about his powers and duties as trustee and the continued management of the Debtor's business operations; (b) advise the trustee with respect to his responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare legal papers; and (d) protect the interests of the trustee and the Debtor's estate in all matters pending before the court. Peter D. Russin, Esq. at Meland Russin, disclosed in a court filing that the firm has not represented or will not represent any entity except the trustee in connection with the Debtor's bankruptcy case. The firm can be reached through: Peter D. Russin Meland Russin & Budwick, P.A. 3200 Southeast Financial Center 200 South Biscayne Boulevard Miami, FL 33131 Telephone: (305) 358-6363 Telecopy: (305) 358-1221 Email: prussin@melandrussin.com About Nassau Development Nassau Development of Village West, Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 15-27691) on October 2, 2015. NATIONAL EMERGENCY: Taps David C. Johnston as Bankruptcy Counsel ---------------------------------------------------------------- National Emergency Medical Services Association seeks permission from the Hon. Ronald H. Sargis of the U.S. Bankruptcy Court for the Eastern District of California to employ David C. Johnston as the Debtor's attorney for the Chapter 11 case. Mr. Johnston will provide these services: (a) giving the Debtor legal advice about various bankruptcy options, including relief under Chapters 7 and 11, and legal advice about non-bankruptcy alternatives for dealing with the claims against it; (b) giving the Debtor-in-Possession legal advice about its rights, powers, and obligations in the Chapter 11 case and in the management of the estate; (c) taking necessary action to enforce the automatic stay and to oppose motions for relief from the automatic stay; (d) taking necessary action to recover and avoid any preferential or fraudulent transfers; (e) appearing with the Debtor's representative at the meeting of creditors, initial interview with the U.S. Trustee, status conference, and other hearings held before the Court; (f) reviewing and if necessary, objecting to proofs of claim; (g) taking steps to obtain Court authority for the sale of assets if necessary; and (h) preparing a plan of reorganization and a disclosure statement and taking all steps necessary to bring the plan to confirmation, if possible. Mr. Johnston and the Debtor-in-Possession have agreed, subject to final allowance of fees by the Court, that the hourly rate to be charged by him is $300. Periodic applications for interim compensation will be made, and at the conclusion of the case, a final application for allowance of compensation will be made. During the one year period prior to the commencement of this case, the Debtor paid Mr. Johnston: (i) $5,000 for pre-petition services; and (ii) $1,717 which was used to pay the Court's filing fee. The Debtor assures the Court that Mr. Johnston does not hold any interest adverse to the estate and Mr. Johnston is a disinterested person as defined in 11 U.S. Code Section 101(14). David C. Johnston, Esq. Attorney at Law 1600 G Street, Suite 102 Modesto, CA 95354 Tel: (209) 579-1150 Fax: (209) 579-9420 Headquartered in Modesto, California, National Emergency Medical Services Association, fdba NEMSA, fdba National EMS Association, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No. 16-90401) on May 10, 2016, estimating its assets at between $50,000 and $100,000 and its liabilities at between $1 million and $10 million. The petition was signed by Torren K. Colcord, executive director. Judge Ronald H. Sargis presides over the case. David C. Johnston, Esq., at David C. Johnston serves as the Debtor's bankruptcy counsel. NEPHROS INC: Issues Additional $380,000 Notes and Warrants ---------------------------------------------------------- As previously disclosed by Nephros, Inc. in its Current Report on Form 8-K filed with the Securities and Exchange Commission on June 7, 2016, the Company entered into a Note and Warrant Purchase Agreement with certain accredited investors pursuant to which it sold an aggregate principal amount of $807,000 of its 11% Unsecured Promissory Notes and five-year warrants to purchase an aggregate of 1,614,000 shares of the Company's common stock at an exercise price of $0.30 per share. On June 9, 2016, the Company conducted a second closing under the Purchase Agreement with additional purchasers pursuant to which the Company issued an additional $380,000 principal amount of Notes and Warrants to purchase 720,000 shares of the Company's common stock. Between the June 3 and June 9, 2016, closings, the Company issued Notes having an aggregate principal amount of $1,187,000 and Warrants to purchase an aggregate of 2,374,000 shares of common stock. The Notes and Warrants issued on June 9, 2016, have identical terms and conditions as those issued by the Company under the Purchase Agreement on June 3, 2016. About Nephros River Edge, N.J.-based Nephros, Inc., is a commercial stage medical device company that develops and sells high performance liquid purification filters. Its filters, which it calls ultrafilters, are primarily used in dialysis centers and healthcare facilities for the production of ultrapure water and bicarbonate. Nephros reported a net loss of $3.08 million on $1.94 million of total net revenues for the year ended Dec. 31, 2015, compared to a net loss of $7.37 million on $1.74 million of total net revenues for the year ended Dec. 31, 2014. As of March 31, 2016, Nephros had $3.42 million in total assets, $1.43 million in total liabilities and $1.99 million in total stockholders' equity. Withum Smith+Brown, PC, in Morristown, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred negative cash flow from operations and recurring net losses since inception. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. NIEBERG MIDWOOD: Files Full-Payment Chapter 11 Exit Plan -------------------------------------------------------- Nieberg Midwood Chapel Inc., on June 3, 2016, filed with the Bankruptcy Court for the Eastern District of New York its plan of reorganization and explanatory disclosure statement. The Debtor owns and operates one of the oldest, if not the oldest, independent funeral parlors in New York City, dating back to the Civil War. For more than 50 years, it has operated from its present location at 1625 Coney Island Avenue, Brooklyn, New York. The Debtor estimates that the Property is worth approximately $6,800,000. 1625 Coney Debt LLC holds a first mortgage on the Property in the approximate amount of $3,589,476.49 as of May 16, 2016. The Debtor's general unsecured claims total $562,569.01 on account of unsecured loans the Debtor has taken and other fees and expenses. The Debtor will escrow the amounts sufficient to cover all claims pending resolution. The Debtor's financial problems stem generally from a significant downturn in business over the last several years due to increased competition and demographic changes in the neighborhood in Brooklyn. The lack of business resulted in the Debtor failing to make payments on its first mortgage, which in turn resulted in the commencement of a foreclosure action. Since the filing of this case, the Debtor considered a number of options and ultimately decided to sell the Property to HH Realty Equities LLC for $6,800,000 in a private sale under the Plan. Following the sale, the Debtor intends to remain in business more as a referrer of funerals to an already existing funeral home in the area as Opposed to a full service provider of funerals. The sale proceeds will cover all unsecured creditors claims, the underlying mortgage in full, taxes, administration claims, and a return to equity. The Plan provides that all Allowed claims against the Debtor will be paid in full in Cash after the sale is closed. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nyeb16-40028-0044.pdf Nieberg Midwood Chapel Inc., AKA Midwood Memorial Chapel, Inc., based in Brooklyn, N.Y., filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 16-40028) on January 5, 2016, listing $1 million to $10 million in both assets and liabilities. Hon. Elizabeth S. Stong presides over the case. Randy M Kornfeld, Esq., at Kornfeld & Associates P.C., serves as counsel to the Debtor. The petition was signed by Stanley Nieberg, vice president. Stanley and Peter Nieberg are each 50% shareholders of the Debtor. NORANDA ALUMINUM: Proposes Sale Process for Upstream Business ------------------------------------------------------------- Noranda Aluminum, Inc., et al., on June 13, 2016, filed a motion asking the U.S. Bankruptcy Court for the Eastern District of Missouri to approve procedures in connection with the proposed sale(s) of all, or substantially all, of the assets comprising the Debtors' primary aluminum production business operated by Noranda Aluminum, Inc., Noranda Bauxite Ltd. and Noranda Alumina LLC. The Debtors' DIP financing facilities contain certain case milestones, including the commencement of a comprehensive sale process for Debtors' flat rolled products business owned and operated by Norandal USA, Inc. -- Downstream Business -- pursuant to Section 363(b) of the Bankruptcy Code. On March 21, 2016, the Court entered an order approving bidding procedures with respect to the sale of the Downstream Business. The hearing to approve the sale of the Downstream Business is currently scheduled for July 14, 2016. As amended, the Milestones also required the Debtors to deliver, on or before May 20, 2016, a five-year business plan relating to their Upstream Business. On April 8, 2016, the Debtors delivered the Business Plan to their DIP lenders. This was followed by an amended business plan on May 19, 2016, which satisfied the Debtors' obligations under such milestone. In addition, the Debtors were required, on or before May 29, 2016, to file a Chapter 11 plan relating to their Upstream Business or file a motion to establish bid procedures for the sale of such business under Section 363 of the Bankruptcy Code. This deadline has since been extended to June 13, 2016. The Debtors believe, in consultation with their lenders, consultants and other parties-in-interest, that launching a sale process for the Upstream Business will maximize value for these estates and is therefore both a valid exercise of the Debtors' business judgment and consistent with their fiduciary duties to their stakeholders. The Debtors seek to run a sale process that: (i) is open to all potential bidders, including current participants in the Debtors' capital structure, parties previously involved in the Downstream Sale Process and other potential third party purchasers, (ii) contemplates the sale of all or substantially all of the Subject Assets or one or more Lots (or any combination thereof) comprising the Upstream Business assets; and (iii) protects the best interests of the Debtors' estates and creditors. The Sale(s) of the Subject Assets are intended to relieve the estates of substantial obligations relating to such assets, reduce the estates' liabilities through the assumption and assignment of the relevant executory contracts and/or unexpired leases and avoid the further deterioration in the value of the Subject Assets -- all through the prompt sale thereof. Moreover, the Sale(s) should provide the estates with the liquidity necessary to wind down the remaining estates in a responsible fashion. In sum, the Debtors, in consultation with their advisors, believe that pursuing a Sale at this time for the Upstream Business is the course of action most likely to maximize value. Indeed, the approach described herein facilitates the launch of the sale process in accordance with the Milestones without the delay attendant to first negotiating a stalking horse agreement. Accordingly, the Debtors seek authority to implement a sale process as outlined in the Bidding Procedures for the Upstream Business so as to efficiently market and solicit offers for the Subject Assets. The Debtors propose this timeline for the Sale: * A bid deadline of Sept. 15, 2016 at 5:00 p.m. (prevailing Eastern Time); * A sale objection deadline of Sept. 20, 2016 at 5:00 p.m. (prevailing Central Time); * An auction of Sept. 22, 2016 at 10:00 a.m. (prevailing Eastern Time); and * Subject to the Court's availability, a sale hearing on Sept. 27, 2016. The Debtors request that the Court approve the Bidding Procedures, the Assumption and Assignment Procedures and the various notices. In addition, the Bidding Procedures set forth the timetable for conducting the Auction and having a Sale Hearing. Upon conclusion of the Auction and selection of the highest or otherwise best bid(s), the Debtors will request the Court to enter the proposed Sale Order authorizing and approving the Sale free and clear of Interests. At the Sale Hearing, the Debtors will also seek approval pursuant to Section 365 of the Bankruptcy Code of the assumption and assignment of the relevant executory contracts and/or unexpired leases to the Successful Bidder(s) for the applicable Subject Assets. The Prepetition Secured Creditors and the DIP Lenders will have the right, subject in all respects to the Bankruptcy Code and other applicable law, to credit bid all or any portion of the aggregate amount of their applicable outstanding secured obligations pursuant to Section 363(k) of the Bankruptcy Code. The Debtors reserve the right, at any time before Aug. 8, 2016 to enter into one or more purchase agreement(s), subject to higher or otherwise better offers at the auction, with any qualified bidder that submits a qualified bid (the "stalking horse bidder") acceptable to the Debtors to establish a minimum qualified bid for all or substantially all of the Subject Assets or for any applicable Lot at the Auction. The Motion is scheduled for hearing on July 14, 2016 at 10:00 a.m. (prevailing Central Time) before the Honorable Barry S. Schermer in Bankruptcy Courtroom 5 North, in the Thomas F. Eagleton U.S. Courthouse, 111 South Tenth Street, St. Louis, Missouri 63102. Any response or objection to this motion must be filed with the Court by July 7, 2016 at 5:00 p.m. Counsel to the Debtors: CARMODY MACDONALD P.C. Christopher J. Lawhorn, Esq. Angela L. Drumm, Esq. Colin M. Luoma, Esq. 120 S. Central Avenue, Suite 1800 St. Louis, Missouri 63105 Telephone: (314) 854-8600 Facsimile: (314) 854-8660 E-mail: cjl@carmodymacdonald.com ald@carmodymacdonald.com cml@carmodymacdonald.com - and - PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP Alan W. Kornberg, Esq. Elizabeth R. McColm, Esq. Sarah Harnett, Esq. 1285 Avenue of the Americas New York, New York 10019 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 E-mail: akornberg@paulweiss.com emccolm@paulweiss.com sharnett@paulweiss.com Investment banker for the Debtors: PJT PARTNERS LP 280 Park Avenue, 20th Floor New York, NY 10017 Attn: James H. Baird Kerry Greer E-mail: baird@pjtpartners.com greer@pjtpartners.com About Noranda Aluminum Noranda Aluminum, Inc., and 10 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. 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. NORTEL NETWORKS: Resolves LSI Bid for Ch. 7 Conversion ------------------------------------------------------ Nortel Networks Inc. and its affiliated debtors submitted to the U.S. Bankruptcy Court for the District of Delaware, their response to Liquidity Solutions, Inc.'s motion seeking the conversion of their cases to Chapter 7 liquidation. The Debtors tell the Court that they have developed a proposal that would consensually resolve LSI's Motion and obviate the need for the Court to consider or resolve other issues raised by the Motion, and the various objections and responses filed thereto. The Debtors contend that their proposed resolution, which is agreed to by LSI, seeks approval of more narrow relief including: (a) NNI's payment from cash on hand, subject to compliance with applicable legal requirements, of administrative, priority and secured claims against NNI that are either scheduled as undisputed, non-contingent and liquidated (where no subsequent claim has been filed) or that are claims that have been allowed by Court order or under a Court-approved claims procedure; (b) Express confirmation in the Court order that such payments will not prejudice NNI's right to an allocation of sale proceeds or result in other prejudice; (c) Withdrawal of the remainder of LSI's motion with prejudice (subject to LSI's right to seek future relief upon a showing of cause as a result of a substantial change in facts and circumstances after a significant passage of time); and (d) In furtherance of the consensual resolution of the Motion, NNI's payment of LSI's reasonable documented attorneys' fees, in an amount not to exceed $30,000, in full resolution of LSI's request for payment of counsel fees incurred in connection with the filing and prosecution of the Motion. "The Debtors posit that the proposed Order and the more narrow relief contemplated therein is warranted under the record in these cases and because it strikes a balance between the relief sought by LSI and the need to avoid potential prejudice to NNI's other creditors or avoid undue waste of estate resources through avoidable litigation. Among other things, approval of the more limited relief proposed by the Debtors would eliminate the need for the Court to consider whether distributions to general unsecured creditors from cash on hand are feasible or appropriate where no administrative bar date has been set, whether sale proceeds can or should be released to make the additional interim distributions originally sought by LSI, or whether prior settlements and orders of the Court preclude the additional findings sought by LSI with respect to the entitlement of bondholders to receive distributions on a pari passu basis with other general unsecured creditors, among other issues," the Debtors aver. The Official Committee of Unsecured Creditors supported the Debtors' proposed resolution. "Following numerous discussions with the Debtors and LSI since the filing of the Motions, the Committee believes that the Debtors can satisfy all administrative, priority, and secured claims against NNI that (i) are scheduled as undisputed, non-contingent and liquidated (where no subsequent claim has been filed) or (ii) were allowed by Court order or under a Court-approved claims procedure on or before June 1, 2016, without causing prejudice to any of the Debtors' unsecured creditors, and just as importantly, to the Debtors' estates in seeking to bring these chapter 11 cases to conclusion. Moreover, approval of the limited relief embodied in the Proposed Consensual Order will spare the Debtors and their estates from the additional expense and distraction that would result from litigating the other forms of relief requested in the Motions and the significant prejudice that would result if the Motions were granted in full," the Official Committee contends. PBGC's Response to LSI Motion The Pension Benefit Guaranty Corporation ("PBGC") relates that it has no objection to the proposed relief sought by the Debtors to resolve LSI's Motion. The PBGC tells the Court that it does not waive and reserves all its rights with regard to the amount, priority and treatment of its claims against the Debtors. In order to address its concern, the PBGC requests that the Court add the following language to the Debtors' proposed order: "Nothing set forth herein is intended to affect the amount, priority, and treatment of PBGC's claims against the Debtors, including its rights under the order entered on October 13, 2009, approving NNI's stipulation with PBGC, or any defenses to such claims." The PBGC says that the Debtors' counsel has informed its counsel that they concur with this change to the proposed order. Nortel Networks Inc. and its affiliated debtors are represented by: James L. Bromley, Esq. Jeffrey A. Rosenthal, Esq. Lisa M. Schweitzer, Esq. CLEARY GOTTLEIB STEEN & HAMILTON LLP One Liberty Plaza New York, NY 10006 Telephone: (212)225-2000 Facsimile: (212)225-3999 E-mail: jbromley@cgsh.com jrosenthal@cgsh.com lschweitzer@cgsh.com - and - Derek C. Abbott, Esq. Andrew R. Remming, Esq. Tamara K. Minnott, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 North Market Street P.O. Box 1347 Wilmington, DE 19801 Telephone: (302)658-9200 Facsimile: (302)658-3989 E-mail: dabbott@mnat.com aremming@mnat.com tminott@mnat.com The Official Committee of Unsecured Creditors of Nortel Networks, Inc. and its affiliated debtors is represented by: Christopher M. Samis, Esq. WHITEFORD, TAYLOR & PRESTON LLC The Renaissance Centre 405 North King Street, Suite 500 Wilmington, DE 19801 Telephone: (302)353-4144 E-mail: csamis@wtplaw.com - and - Fred S. Hodara, Esq. David H. Botter, Esq. Abid Qureshi, Esq. Brad M. Kahn, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, NY 10036 Telephone: (212)872-1000 E-mail: fhodara@akingump.com dbotter@akingump.com aqureshi@akingump.com bkahn@akingump.com The Pension Benefit Guaranty Corporation is represented by: Israel Goldowitz, Esq. Charles L. Finke, Esq. Garth D. Wilson, Esq. Vicente Matias Murrel, Esq. Marc S. Pfeuffer, Esq. PENSION BENEFIT GUARANTY CORPORATION 1200 K Street, N.W., Suite 340 Washington, D.C. 20005-4026 Telephone: (202)326-4020, ext. 3580 Facsimile: (202)326-4112 About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., and Howard S. Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serve as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. An ad hoc group of bondholders also was organized. An Official Committee of Retired Employees and the Official Committee of Long-Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. The trial on how to divide proceeds among creditors in the U.S., Canada, and Europe commenced on Sept. 22, 2014. The question of how to divide $7.3 billion raised in the international bankruptcy of Nortel Networks Corp. was answered on May 12, 2015, by two judges, one in the U.S. and one in Canada. According to The Wall Street Journal, Justice Frank Newbould of the Ontario Superior Court of Justice in Toronto and Judge Kevin Gross of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the outcome: a modified pro rata split of the money. NUANCE COMMUNICATIONS: S&P Assigns 'BB-' Rating on $300MM Notes --------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue rating and '3' recovery rating to Burlington, Mass.-based natural language technology and imaging solutions provider Nuance Communications Inc.'s proposed $300 million unsecured senior notes due 2024. The '3' recovery rating indicates S&P's expectation of "meaningful" (50% to 70%; lower half of the range) recovery in the event of default. The company will use the net proceeds for acquisitions and general corporate purposes including working capital and capital expenditures. The company's notes offering does not affect S&P's 'BB-' corporate credit rating on the company. Nuance Communications' pro forma leverage (including S&P's surplus cash adjustment) was in the low-4x area as of March 31, 2016. S&P expects Nuance Communications' leverage to remain in the low-4x area over the next 12 months. Nuance has experienced flat revenue growth but cost savings initiatives have yielded some margin improvement and continued good free operating cash flow. S&P's corporate credit rating on Nuance Communications reflects the company's competition against larger industry players, high research and development spending to maintain its competitive position, revenue growth challenges, and declining traditional health care transcription business. However, the company's leading position in voice and language technology, significant recurring revenue base, and diverse end-market exposure somewhat offset those factors. RATINGS LIST Nuance Communications Inc. Corporate Credit Rating BB-/Stable/-- New Rating Nuance Communications Inc. $300 mil. notes due 2024 Senior Unsecured BB- Recovery Rating 3L OATH CORPORATION: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Oath Corporation 1938 Murrell Road Rockledge, FL 32955 Case No.: 16-03988 Chapter 11 Petition Date: June 15, 2016 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: Christopher R. Lim, Esq. A.I.M. LAW GROUP PO Box 568163 Orlando, FL 32856 Tel: 407-279-1246 E-mail: chrisgtg@gmail.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The Debtor did not include a list of its largest unsecured creditors when it filed the petition. OLD COLD: Wants Exclusive Plan Filing Deadline Moved to Oct. 25 --------------------------------------------------------------- Old Cold, LLC, asks the U.S. Bankruptcy Court for the District of New Hampshire to extend the exclusive period for the Debtor to file a Chapter 11 plan through Oct. 25, 2016, and the period for the Debtor to solicit acceptances of the plan through Dec. 24, 2016. A hearing on the request is set for July 12, 2016, at 11:00 a.m. (E.T.). Objections to the Plan must be filed by July 5, 2016, 4:00 p.m. (E.T.). The Debtor's Exclusive Filing Period and Solicitation Period will expire on June 27, 2016, and Aug. 28, 2016, respectively. The Debtor believes that an expeditious restructuring is crucial to preserving the value of its businesses and is in the best interests of the estate and all its stakeholders. The Debtor has repeatedly demonstrated its continuing commitment toward an expeditious restructuring. The Debtor sought a sale of its assets and now seeks to wind down its remaining assets. The Debtor expects to file certain objections to claims and seek the approval of a plan of liquidation in due course. Further the outcomes of the pending appeals will greatly impact the Debtor's ability to reorganize. Currently oral argument in both appeals is scheduled for July 18, 2016, before the Bankruptcy Appellate Panel. Accordingly, no decision will be rendered prior to the current Exclusive Periods. Further, there needs to be sufficient time for the BAP to render its opinion and for the Debtor to consider its restructuring alternatives as a result of any decisions. The Debtor's counsel can be reached at: NIXON PEABODY LLP Daniel W. Sklar, Esq. Christopher Desiderio, Esq. Christopher Fong, Esq. Nixon Peabody LLP 900 Elm Street Manchester, NH 03101 Tel: (603) 628-4000 E-mail: dsklar@nixonpeabody.com cdesiderio@nixonpeabody.com cfong@nixonpeabody.com Based in Portsmouth, New Hampshire, Old Cold, LLC, is a material innovation company, with the front-facing brands of Coolcore and Dr. Cool. Coolcore, the global leader in chemical-free cooling fabrics, has partnerships to develop fabrics for consumer brands throughout the world. Dr. Cool is a consumer goods brand based on the foundation of chemical-free cooling products. Old Cold filed for Chapter 11 bankruptcy protection (Bankr. D. N.H. Case No. 15-11400) on Sept. 1, 2015. OLIN CORP: Egan-Jones Cuts FC Sr. Unsecured Rating to BB -------------------------------------------------------- Egan-Jones Ratings Company downgraded the foreign currency senior unsecured rating on debt issued by Olin Corp. to BB from BBB- on June 1, 2016. Based in Clayton, Missouri, The Olin Corporation is an American manufacturer of ammunition, chlorine, and sodium hydroxide. PACIFIC 9 TRANSPORTATION: U.S. Trustee Forms 7-Member Committee --------------------------------------------------------------- The Office of the U.S. Trustee on June 14 appointed seven creditors of Pacific 9 Transportation, Inc., to serve on the official committee of unsecured creditors. The committee members are: (1) Daniel Linares 12820 1st Avenue Lynwood, CA 90262 Telephone: (213) 305-8085 (2) Amador Rojas 264 E. Santa Anita Avenue, Apt. F Burbank, CA 91502 Telephone: (818) 482-7264 Email: agustinroj asc@hotmail.com (3) Fariborz Rostamian 13342 Diamond Head Drive Tustin, CA 92780 Telephone: (916) 221-1920 Email: frostamian@hotmail.com (4) Gilberto Camacho 17054 Cambria Avenue Fontana, CA 92336 Telephone: (805) 207-6647 (5) Hugo Pelayo 1339 W. Shamrock Street Rialto, CA 92376 Telephone: (818) 200-6057 (6) Jaime Guerrero 1311 E. 53rd Street Long Beach, CA 90805 Telephone: (562) 567-5651 (7) Fernando Flores 6334 Bear Avenue, Apt. A Bell, CA 90201 Telephone: (323) 420-8435 Email: tj_90201@yahoo.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Pacific 9 Transportation Pacific 9 Transportation, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 16-15447) on April 26, 2016. The petition was signed by Le Phan, CFO. The case is assigned to Judge Julia W. Brand. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. PACIFIC DRILLING: S&P Cuts CCR to CCC+ on Contracting Difficulties ------------------------------------------------------------------ S&P Global Ratings lowered its corporate credit rating on Pacific Drilling S.A. to 'CCC+' from 'B-'. The outlook is negative. At the same time, S&P lowered the issue-level rating on the company's secured 2013 credit facility to 'B' from 'B+'. S&P also lowered the rating on the company's term loan and notes to 'B-' from 'B'. The recovery rating remains '1' on the 2013 credit facility, indicating S&P's expectation of very high (90%-100%) recovery, and '2' on the term loan and notes, indicating S&P's expectation of substantial (70% to 90%, lower half of the range) recovery, in the event of a payment default. "The downgrade reflects our expectation that market conditions will remain depressed into 2018, which will make obtaining new contracts for ultra-deepwater vessels challenging," said S&P Global Ratings credit analyst Michael Tsai. The negative outlook reflects S&P's expectation that it could lower the rating if S&P expects the company to breach financial covenants or if S&P believes it will be unable to extend or refinance upcoming debt maturities in 2017 or 2018. S&P could revise the outlook to stable if Pacific Drilling's credit measures stabilize, such that S&P believes the company will not breach financial covenants, and the company is able to extend its upcoming 2017 and 2018 debt maturities outside of a distressed transaction. PALMAZ SCIENTIFIC: No Competing Bids vs. Vactronix's $22.6M ----------------------------------------------------------- Palmaz Scientific Inc., et al., are expected to move forward with the sale of substantially all assets to Vactronix Scientific, Inc., for $22,600,000 as no qualified competing bids were submitted by the June 8, 2016 deadline. Since the initiation of the cases, the Debtors have explored the possibility of selling the Debtors' assets. In connection therewith, the Debtors employed, with Court approval, Gerbsman Partners to assist in marketing the assets to third parties. The Debtors have negotiated an agreement for Vactronix Scientific, Inc., a creditor of Palmaz Scientific, Inc. and owned directly or indirectly by an insider of the Debtors, to act as a "stalking horse" bidder for the assets. The Debtors signed a contract to sell the assets to Vactronix for $22,600,000 (which is in the form or cash and a credit bid), subject to higher and better offers. On June 3, 2016, the Debtors won approval of bid procedures, which set a June 8 deadline for competing bids, and a June 10 auction and sale hearing. The Debtors said in their First Amended Disclosure Statement, filed June 10, 2016, that although someone appeared at the June 8, 2016 Disclosure Statement hearing and made an oral offer for one asset, no third party bidder qualified to bid pursuant to the Court approved bid procedures. After consummation of the sale (which the Debtors anticipate to occur on or as soon after the Plan’s Effective Date as possible, the proceeds of the sale will be distributed to the creditors pursuant to the terms of the Plan. Under the Plan, secured and unsecured creditors are unimpaired and will be paid in full. Equity holders will be paid from what's left of the estates after creditors are paid in full. Equity holders are due to send their ballots by June 24. The confirmation hearing is scheduled for June 27. The Debtors are represented by: William B Kingman LAW OFFICES OF WILLIAM B. KINGMAN, P.C. 4040 Broadway, Suite 450 San Antonio, TX 78205 Telephone: (210) 829-1199 Facsimile: (210) 821-1114 E-mail: bkingman@kingmanlaw.com About Palmaz Scientific Inc. Headquartered in San Antonio, Texas, Palmaz Scientific is a research and development company dedicated to the advancement of the technology and science of medical implants. Palmaz Scientific Inc., Advanced Bio Prosthetic Surfaces, Ltd., ABPS Management, LLC and ABPS Venture One, Ltd., filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Proposed Nos. 16-50552, 16-50555, 16-50556 and 16-50554, respectively) on March 4, 2016. The petitions were signed by Eugene Sprague as director. The cases are assigned to Judge Craig A. Gargotta. Palmaz estimated 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. PARAGON OFFSHORE: Wants Plan Filing Period Extended to Aug. 12 -------------------------------------------------------------- Paragon Offshore plc and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to extend their (i) exclusive filing period for a period of 60 days through and including Aug. 12, 2016, and (ii) exclusive solicitation period for 60 days through and including Oct. 11, 2016. A hearing on the request will be held on July 7, 2016, at 12:00 p.m. (ET). Objections to the request must be filed by June 27, 2016, at 4:00 p.m. (ET). The Debtors' initial Exclusive Filing Period and Exclusive Solicitation Period currently are set to expire June 13, 2016, and Aug. 12, 2016, respectively. On April 19, 2016, the Debtors filed fully executed versions of the Plan and the Disclosure Statement. On April 22, 2016, the Debtors commenced solicitation of votes to accept or reject the Plan. The Debtors' plan confirmation hearing is scheduled to commence on June 21, 2016. The Debtors have made significant progress in furtherance of reorganization under Chapter 11, including stabilizing their business, reaffirming relationships with key economic stakeholders and vendors, implementing cost reduction measures, and generally administering these Chapter 11 cases efficiently and economically. The Debtors have also proposed a Plan that will, among other things, (i) reduce the Debtors' existing debt by over $1 billion; (ii) eliminate the potential risk of costly multi-party litigation; and (iii) provide for an ongoing interest for current equity holders. The Debtors assure the Court that they are not seeking an extension of the Exclusive Periods as a negotiation tactic, to artificially delay the conclusion of these Chapter 11 cases, or to hold creditors hostage to the Plan. The requested relief is intended to provide the Debtors with flexibility necessary to accommodate for any unforeseen or unpredictable plan confirmation related delays/adjournments. The Debtors have more than sufficient liquidity (in excess of $300 million unencumbered cash on hand), are paying administrative expenses as they come due, and will continue to do so. As set forth in the monthly operating reports filed to date, the Debtors made approximately $98 million in disbursements between the Petition Date and April 30, 2016. This significant amount of postpetition disbursements provides clear evidence that the Debtors are timely abiding by their postpetition payment obligations. The Debtors' Chapter 11 cases are undeniably large and complex. These Chapter 11 cases involve 26 Debtors with over $2 billion in secured and unsecured debt. The size and complexity of the Debtors' businesses, assets, corporate structure, employee relationships, vendor relationships and financing arrangements, when coupled with the adverse conditions facing the oil and gas industry as a whole, placed a heavy burden on the Debtors' management, employees and advisors prior to and following the Petition Date. The Debtors' counsel can be reached at: RICHARDS, LAYTON & FINGER, P.A. Mark D. Collins, Esq. Paul N. Heath, Esq. Amanda R. Steele, Esq. Joseph C. Barsalona II, Esq. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 E-mail: collins@rlf.com heath@rlf.com steele@rlf.com barsalona@rlf.com and WEIL, GOTSHAL & MANGES LLP Gary T. Holtzer, Esq. Stephen A. Youngman, Esq. Alfredo R. Perez, Esq. 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 E-mail: gary.holtzer@weil.com stephen.youngman@weil.com alfredo.perez@weil.com The counsel to JPMorgan Chase Bank, N.A., as administrative agent under the senior Secured Revolving Credit Agreement, dated as of June 17, 2014, and as collateral agent under the Guaranty and Collateral Agreement, dated as of July 18, 2014, can be reached at: Simpson Thacher & Bartlett LLP Sandeep Qusba, Esq. Kathrine A. McLendon, Esq. Morris J. Massel, Esq 425 Lexington Avenue New York, NY 10017 E-mail: squsba@stblaw.com kmclendon@stblaw.com mmassel@stblaw.com The counsel to Cortland Capital Market Services L.L.C., as administrative agent under the Senior Secured Term Loan Agreement, dated as of July 18, 2014, can be reached at: Kaye Scholer LLP Mark F. Liscio, Esq. Scott D. Talmadge, Esq. 250 West 55th Street New York, NY 10019 E-mail: mark.liscio@kayescholer.com scott.talmadge@kayescholer.com The counsel to Deutsche Bank Trust Company Americas as trustee under the Senior Notes Indenture, dated as of July 18, 2014, for the 6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 202, can be reached at: Morgan, Lewis, & Bockius LLP James O. Moore, Esq. Glenn E. Siegel, Esq. Joshua Dorchak, Esq. 101 Park Avenue New York, NY 10178 E-mail: james.moore@morganlewis.com glenn.siegel@morganlewis.com joshua.dorchak@morganlewis.com The counsel to certain holders of the 6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024 can be reached at: Paul, Weiss, Rifkind, Wharton, & Garrison LLP Andrew N. Rosenberg, Esq. Elizabeth R. McColm, Esq. 1285 Avenue of the Americas New York, NY 10019 E-mail: arosenberg@paulweiss.com emccolm@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. PARAGON SHIPPING: Enters Into Debt Waiver Agreement with Lenders ---------------------------------------------------------------- Paragon Shipping Inc. on June 16, 2016, disclosed that it has entered into an agreement with the last of its credit lenders, Unicredit Bank AG, pursuant to which, the Company was discharged from all of its obligations under the loan agreement, including a waiver of the outstanding debt amount of $8,317,750, in exchange for the payment of interest in the amount of $50,000. About Paragon Shipping Inc. Paragon Shipping -- http://www.paragonship.com/-- is an international shipping company incorporated under the laws of the Republic of the Marshall Islands with executive offices in Athens, Greece, specializing in the transportation of drybulk cargoes. Paragon Shipping's current newbuilding program consists of three Kamsarmax drybulk carriers that are scheduled to be delivered in the third and fourth quarters of 2016. The Company's common shares trade on the OTC Markets' OTCQB Venture Market under the symbol "PRGNF", and FINRA has designated its Senior Unsecured Notes as corporate bonds that are TRACE eligible under the symbol "PRGN4153414". PARKER DRILLING: Egan-Jones Cuts FC Sr. Unsec. Rating to CCC ------------------------------------------------------------ Egan-Jones Ratings Company downgraded the foreign currency senior unsecured rating on debt issued by Parker Drilling Co to CCC from B+ on June 2, 2016. EJR also lowered the commercial paper rating on the Company to C from A3. Parker Drilling Company is a provider of contract drilling, and drilling-related services and rental tools. PEABODY ENERGY: Seeks Approval of Key Employee Retention Plan ------------------------------------------------------------- Peabody Energy Corporation and its affiliated debtors ask the U.S. Bankruptcy Court for the Eastern District of Missouri, Eastern Division, to approve their Key Employee Retention Plan ("KERP"). "Departing employees have become exceedingly difficult, if not impossible, to replace. The challenges facing the Debtors' industry have led to the disruption of succession planning at all levels of the Debtors' business and in some instances, have created holes in critical skill areas. Moreover, the Debtors' efforts to replace critical employees through recruitment have been hampered in recent years. Given the current distressed state of the coal industry generally, and the Debtors' recent restructuring efforts, candidates with transferable skills are reluctant to commit to taking a position in the coal industry and/or relocating to accept a position with the Debtors. These factors, combined with reductions in employee compensation programs offered by the Debtors, have rendered the Debtors less able to compete with other employers for highly qualified employees with transferable skills. As a result, the Debtors have been exposed to a critical talent drain in many departments, which they have attempted to address through the KERP," the Debtors aver. The KERP contains, among others, these relevant terms: (a) Key Employees: 42 non-insider employees who are critical to the Debtors' continued business and successful reorganization of the estates. The Key Employees work in various facets of the Debtors' business, including finance, operations, legal, sales, marketing, human resources and information technology. (b) KERP Award: The tier in which a Key Employee is placed, and his or her position within the Debtors determines the sizes of the KERP Award. The awards are defined as percentages of base salary and range from 40% (a Tier 1 senior vice president) to 25% (a Tier 3 individual contributor). If a Key Employee is still employed by the Debtors on the date the Debtors emerge from the chapter 11 cases, then the Key Employee will receive a payment under the terms of the KERP. If a Key Employee is not employed by the Debtors on the date the Debtors emerge from the chapter 11 cases, the Key Employee will not receive a KERP Award. (c) KERP Funds: The KERP will cost the Debtors no more than $3.24 million. As currently drafted, and as reflected in the KERP Schedule, the KERP will cost the Debtors approximately $2.74 million. The highest potential KERP Award for any individual Key Employee is $134,000. "Due to the high rate of employment turnover at the Debtors' business to date, the Debtors anticipate that some employees, including Key Employees, may voluntarily end their employment during the pendency of these cases. The Debtors believe that the departure of any Key Employees will cause hardship to the Debtors' operations and path to emerge from chapter 11 efficiently, and it will then become even more crucial for the Debtors to retain talented and experienced employees. In addition, those employees may be promoted or asked to take on significantly greater responsibility. The Debtors therefore request that the Court authorize, but not direct the Debtors to: (a) modify any Key Employee's KERP Award, without further order of the Court, in the event that such Key Employee is promoted or is affected by a department reorganization that, in the sole judgment of the Debtors... warrants an adjustment to the Key Employee's KERP Award; and (b) to provide a KERP Award to any non-insider employee not currently included in the KERP if such employee becomes, in the sole judgment of the Debtors... a Key Employee during the pendency of these chapter 11 cases. Notwithstanding the above, the KERP Funds will not exceed $3.24 million without further order of this Court," the Debtors contend. Peabody Energy Corporation and its affiliated debtors are represented by: Steven N. Cousins, Esq. Susan K. Ehlers, Esq. ARMSTRONG TEASDALE LLP 7700 Forsyth Boulevard, Suite 1800 St. Louis, MO 63105 Telephone: (314)621-5070 Facsimile: (314)612-2239 E-mail: scousins@armstrongteasdale.com sehlers@armstrongteasdale.com - and - Heather Lennox, Esq. JONES DAY North Point 901 Lakeside Avenue Cleveland, OH 44114 Telephone: (216)586-3939 Facsimile: (216)579-0212 E-mail: hlennox@jonesday.com - and - Amy Edgy, Esq. Daniel T. Moss, Esq. JONES DAY 51 Louisiana Avenue, N.W. Washington, D.C. 20001-2113 Telephone: (202)879-3939 Facsimile: (202)626-1700 E-mail: aedgy@jonesday.com About Peabody Energy Corporation Headquartered in St. Louis, Missouri, Peabody Energy Corporation claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the United States (U.S.) and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the U.S. Peabody posted a net loss of $1.988 billion for 2015, wider from the net loss of $777 million in 2014 and the $513 million net loss in 2013. At Dec. 31, 2015, the Company had total assets of $11.02 billion against $10.1 billion in total liabilities, and stockholders' equity of $919 million. On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The 154 cases are pending joint administration before the Honorable Judge Barry S. Schermer under Case No. 16-42529 in the U.S. Bankruptcy Court for the Eastern District of Missouri. As of the Petition Date, PEC has approximately $4.3 billion in outstanding secured debt obligations and $4.5 billion in outstanding unsecured debt obligations. The Debtors tapped Jones Day as general counsel; Armstrong, Teasdale LLP as local counsel; Lazard Freres & Co. LLC and investment banker Lazard PTY Limited as investment banker; FTI Consulting, Inc., as financial advisors; and Kurtzman Carson Consultants, LLC, as claims, ballot and noticing agent. PEAK WEB: Hires Susman Godfrey as Litigation Counsel ---------------------------------------------------- Peak Web LLC desires to employ Susman Godfrey LLP as its special purpose counsel to provide representation in connection with all claims of the Debtor against Machine Zone, Inc. and Epic War, LLC for damages arising from the claims pending in Peak Web LLC v. Machine Zone, Inc., et al., No. 1-15-cv-288681 (Cal. Sup. Ct. Santa Clara Cty.), and any related actions, as well as the defense of claims asserted against Debtor in Machine Zone, Inc. v. Peak Web, LLC, No. 1-15-cv-288498 (Cal. Sup. Ct. Santa Clara Cty.). Because the timing of the conclusion of the Machine Zone Litigation cannot be reasonably ascertained and may occur after confirmation of the Debtor's Plan of Reorganization, the Debtor requests that it be permitted to pay Susman Godfrey its contingent fee pursuant to the Agreement, without further notice or order of the Court, and that Susman Godfrey not be required to file any fee applications with the Court. The firm's contingent fee will vary depending on when the matter is resolved, and the amount for which it is resolved. Generally, the firm's contingent fee increases with the passage of time, the work required, and the result in the case. The firm's contingent fee will be calculated as follows: (1) for any recovery up to $20 million, the applicable contingent fee will be 10% of the gross sum recovered; (2) for any recovery between $20 million and $50 million, the applicable contingent fee will be 20% of the gross sum recovered; and (3) for any recoveries in excess of $50 million, the applicable contingent fee will be 35%, except that the applicable contingent fee for any recovery in excess of $50 million will increase to 40% of the gross sum recovered 30 days before the date set for trial. Alternatively, in the event of any recovery, Susman Godfrey will, at its sole option, have the right to receive as a contingent fee a cash payment totaling a multiple of 2.5 times the value of its time invested in the case (as a multiple of each timekeeper's hourly rates times the time spent by each timekeeper on the matter), provided that the maximum contingent fee under this alternative will be 29% of the gross sum recovered. Although Susman Godfrey will be compensated on a contingent fee basis, Susman Godfrey will nonetheless track its time because, under certain circumstances, the value of Susman Godfrey's time may be used to compute the contingent fee. Accordingly, the professionals who will be primarily responsible for providing services, their status, and their billing rates are as follows: Attorney Name Status Hourly Rate ------------- ------ ----------- Vineet Bhatia Partner $825 Steve Morrissey Partner $700 Kathy Hoek Partner $600 Genevieve Vose Partner $550 Oleg Elkhunovich Associate $450 Peak Web agrees to pay Susman Godfrey all costs and expenses of litigation monthly. None of the Susman Godfrey professionals included in this engagement have varied their rate based on the geographic location of this bankruptcy case. The Debtor believes Susman Godfrey's billing rates are at market rate. In the 12 months preceding the filing of this Chapter 11 case, Susman Godfrey received a cost deposit of $50,000. The payment was received on June 10, 2016. The remaining $150,000 of the cost deposit is due within 30 days of June 10, 2016. Susman Godfrey represents Winthrop Resources, creditor of the Debtor, in matters completely unrelated to this bankruptcy case. Susman Godfrey represents other clients in matters adverse to the following creditors of the Debtor in matters completely unrelated to this bankruptcy case: Bank of America, AT&T Mobility, J.P. Morgan Chase, DirecTV, Comcast, PCM, Internal Revenue Service, Wells Fargo Bank National Association, Travelers Insurance Companies, and Verizon. To the best of Debtor's knowledge, the partners and associates of Susman Godfrey do not have any connection with it, its creditors, any other party-in-interest, or their respective attorneys or accountants. About Peak Web Headquartered in Oregon, Peak Web, LLC dba Peak Hosting, is a managed-service company that provides the servers, storage, network, datacenter, and staff for some of the largest online businesses. Peak's operations and engineering teams currently support 26 customers in industries spanning online and mobile gaming, finance, real estate, consulting, and big data companies. Peak has 50% of its data center pre-built and ready for new customers. This equates to about 100 racks of space, which can accommodate approximately 2,000 additional servers for the expansion of new and existing customers. Peak Web sought creditor protection in the U.S. Bankruptcy Court for the District of Oregon (Bankr. D. Ore. Case No. 16-32311) on June 13, 2016. The petition was signed by Jeffrey E. Papen as CEO. The Debtor estimated assets in the range of $100 million to $500 million and liabilities of up to $100 million. The Debtor has engaged Tonkon Torp LLP as counsel, Cascade Capital Group, LLC as consultant and Susman Godfrey LLP and Ropers Majeski Kohn Bentley PC as its litigation counsel. The case is assigned to Judge Peter C McKittrick. PEAK WEB: Taps Cascade Capital to Provide Consulting Services ------------------------------------------------------------- Peak Web LLC seeks Bankruptcy Court approval of the employment of Cascade Capital Group, LLC, as consultant to assist in its reorganization, preparation of bankruptcy schedules, negotiation with banks and other creditors, modeling and improving its cash flow, providing other restructuring advisory services as necessary, and enhancing its overall business operations. The Debtor also asks the Court to authorize it to employ Mark Calvert as chief restructuring officer. Subject to Court approval, the Debtor has agreed to compensate Cascade Capital on an hourly basis at rates varying from $150 to $500 per hour. Cascade Capital individuals who will be primarily responsible for providing the services are Mark Calvert ($500 per hour), Charles Green ($350 per hour), and Jody Cannady ($200 per hour). Cascade Capital will utilize other staff at the rate of $150 per hour. In the 12 months preceding the filing of the Chapter 11 case, Cascade Capital received payments from the Debtor totaling $82,500 for prepetition fees, costs, and expenses. All travel expenses and related lodging and meals will be reimbursed by Peak. Cascade Capital has not agreed to any variations from, or alterations to, its standard or customary billing arrangements for this engagement. None of the Cascade Capital professionals included in this engagement have varied their rate based on the geographic location of this bankruptcy case. Cascade Capital is billing the Debtor at the same effective rates that it billed prepetition. To the best of Debtor's knowledge, the partners and associates of Cascade Capital do not have any connection with it, its creditors, any other party-in-interest, or their respective attorneys or accountants. About Peak Web Headquartered in Oregon, Peak Web, LLC dba Peak Hosting, is a managed-service company that provides the servers, storage, network, datacenter, and staff for some of the largest online businesses. Peak's operations and engineering teams currently support 26 customers in industries spanning online and mobile gaming, finance, real estate, consulting, and big data companies. Peak has 50% of its data center pre-built and ready for new customers. This equates to about 100 racks of space, which can accommodate approximately 2,000 additional servers for the expansion of new and existing customers. Peak Web sought creditor protection in the U.S. Bankruptcy Court for the District of Oregon (Bankr. D. Ore. Case No. 16-32311) on June 13, 2016. The petition was signed by Jeffrey E. Papen as CEO. The Debtor estimated assets in the range of $100 million to $500 million and liabilities of up to $100 million. The Debtor has engaged Tonkon Torp LLP as counsel, Cascade Capital Group, LLC as consultant and Susman Godfrey LLP and Ropers Majeski Kohn Bentley PC as its litigation counsel. The case is assigned to Judge Peter C McKittrick. PENN VIRGINIA: Republic Offers Alternative Restructuring -------------------------------------------------------- Republic Midstream, LLC, and Republic Midstream Marketing, LLC ("Republic") submitted to the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division, an objection to Penn Virginia Corporation, et. al.'s motion seeking authorization to assume a Restructuring Support Agreement, Backstop Commitment Agreement and Exit Commitment Letters. Republic says that through a series of related contractual arrangements, it is a strategically important counterparty to the Debtors and, in all likelihood, the largest unsecured creditor in these cases. Republic further contends that it has a significant stake in the Debtors' successful reorganization and, in particular, the outcome of the cases for general unsecured creditors. Through the proposed assumption of the Restructuring Support Agreement, the Debtors seek to gain access to roughly $50 million to fund their reorganization through a sale of New Common Stock pursuant to the Rights Offering. The Backstop Commitment Agreement is intended to assure the Debtors, through the Backstop Commitment of the Backstop Parties, that there will be sufficient buyers of the New Common Stock offered through the Rights Offering to raise the entire $50 million. Republic avers that the problems with the proposed transactions are obvious and includes the following: (a) only Noteholders that are Accredited Investors will be eligible to purchase the shares through the Rights Offering; (b) the Rights Offering affords the Noteholders the opportunity to buy the New Common Stock at a 25% discount to plan value, a price that has not been market tested in any meaningful way; and (c) given the attractiveness of the terms of the Rights Offering, the proposed backstop is unnecessary, which makes the proposed 6% backstop fee unnecessary. Republic tells the Court that it has a better alternative and that it is prepared to sponsor a restructuring of the Debtors on substantially the same terms as those contained in the Restructuring Support Agreement, including the exit financing specified in the Exit Commitment Letters, but significant modifications, all of which benefit unsecured creditors. These modifications are as follows: (a) Republic will increase the amount of equity funding to the Debtors from $50 million to $80 million comprised of (i) $50 million to be raised through a Rights Offering at Emergence, of which Republic would backstop the entire offering and fund at least $20 million and (ii) $30 million to be provided by Republic for additional liquidity to restart or expand the Debtors' drilling program in the Eagle Ford Shale formation; (b) Republic will not charge any backstop or commitment premium, as opposed to the 6% Commitment Premium the Backstop Parties are seeking; (c) Republic will invest its money at a 20% discount to the Debtors' current plan value, as opposed to the 25% discount contemplated by the current Ad Hoc Committee proposal. This, together with Republic's agreement not to charge a backstop or commitment premium, will result in meaningfully less dilution to holders of unsecured claims who choose not to (or, in fact, cannot) participate in the Rights Offering. (d) Republic will charge no termination fee, as opposed to the $2 million the Backstop Parties are seeking; (e) Republic will offer the right to invest in the new equity to all unsecured creditors that are Accredited Investors, as compared to the current Ad Hoc Committee proposal which limits participation in the rights offering only to Noteholders. "In addition to these tangible benefits, in case there is any concern about Republic's willingness or ability to transact quickly, Republic is prepared to execute the necessary documentation to implement its proposed transaction immediately and to adhere to or closely approximate the Debtors' proposed reorganization timeline," Republic avers. Republic Midstream, LLC, and Republic Midstream Marketing, LLC, are represented by: Tyler P. Brown, Esq. Justin F. Paget, Esq. HUNTON & WILLIAMS LLP 951 East Byrd Street Richmond, VA 23219 Telephone: (804)788-8200 Facsimile: (804)788-8218 E-mail: tpbrown@hunton.com jpaget@hunton.com - and - Brian S. Hermann, Esq. Kevin O'Neill, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019 Telephone: (212)373-3000 Facsimile: (212)757-3990 E-mail: bhermann@paulweiss.com koneill@paulweiss.com About Penn Virginia Corporation Based in Radnor, Pennsylvania, Penn Virginia Corporation is an independent oil and gas company engaged in the exploration, development and production of oil, NGLs and natural gas in various domestic onshore regions of the United States, with a primary focus in the Eagle Ford Shale in South Texas. Each of Penn Virginia Corporation, Penn Virginia Holding Corp., Penn Virginia MC Corporation, Penn Virginia MC Energy L.L.C., Penn Virginia MC Operating Company L.L.C., Penn Virginia Oil & Gas Corporation, Penn Virginia Oil & Gas GP LLC, Penn Virginia Oil & Gas LP LLC and Penn Virginia Oil & Gas, L.P. filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case Nos. 16-32395 to 16-32403, respectively) on May 12, 2016. The petitions were signed by Seth R. Bullock as chief restructuring officer. The Debtors have engaged Kirkland & Ellis LLP as counsel, Kutak Rock LLP as local counsel, Jefferies LLC as investment banker, Alvarez & Marsal North America, LLC as restructuring advisor, KPMG LLP as tax advisor and Epiq Bankruptcy Solutions, LLC as notice, claims and balloting agent. PJT Partners is acting as financial advisor and Milbank, Tweed, Hadley & McCloy LLP is acting as legal advisor to the ad hoc committee of noteholders. Opportune LLP is acting as financial advisor and Bracewell LLP is acting as legal advisor to Wells Fargo (as agent) and the RBL lenders. Judge Keith L. Phillips has been assigned the cases. POSITIVEID CORP: Toledo Has Note Convertible to 9.9% of Shares -------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission filed on June 1, 2016, Toledo Advisors LLC disclosed that it has rights under a convertible note to own a aggregate number of share of the issue common stock not to exceed 9.9 percent of shares outstanding of PositiveID Corporation. A full-text copy of the regulatory filing is available at: https://is.gd/J1lih6 About PositiveID Delray Beach, Fla.-based PositiveID Corporation has historically developed, marketed and sold RFID systems used for the identification of people in the healthcare market. Beginning in early 2011, the Company has focused its strategy on the growth of its HealthID business, including the continued development of its GlucoChip, its Easy Check breath glucose detection device, its iglucose wireless communication system, and potential strategic acquisition opportunities of businesses that are complementary to its HealthID business. PositiveID reported a net loss attributable to common stockholders of $11.5 million on $2.94 million of revenues for the year ended Dec. 31, 2015, compared with a net loss attributable to common stockholders of $8.22 million on $945,000 of revenues for the year ended Dec. 31, 2014. As of March 31, 2016, PositiveID had $3.61 million in total assets, $17.9 million in total liabilities, and a total stockholders' deficit of $14.3 million. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company reported a net loss, and used cash for operating activities of approximately $11,404,000 and $4,507,000 respectively, in 2015. At Dec. 31, 2015, the Company had a working capital deficiency, a stockholders' deficit and an accumulated deficit of approximately $10,694,000, $11,842,000 and $144,161,000 respectively. These matters raise substantial doubt about the Company's ability to continue as a going concern. POST HOLDINGS: Egan-Jones Hikes FC Sr. Unsecured Rating to B ------------------------------------------------------------ Egan-Jones Ratings Company raised the foreign currency senior unsecured rating on debt issued by Post Holdings Inc. to B from B- on June 1, 2016. Post Holdings, Inc., headquartered in St. Louis, Missouri, is a consumer packaged goods holding company operating in the center-of-the store, foodservice, food ingredient, private label, refrigerated and active nutrition food categories. PREMIER EXHIBITIONS: Files for Bankruptcy in Florida ---------------------------------------------------- BankruptcyData.com reported that Premier Exhibitions and seven affiliated Debtors filed for Chapter 11 protection with the U.S. Bankruptcy Court in the Middle District of Florida under Lead Case No. 16-03320 (RMS Titanic). The Company, which creates museum quality exhibitions, is represented by Daniel F. Blanks of Nelson Mullins Riley & Scarborough. 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. PRIME GLOBAL: Incurs US$117,000 Net Loss in Second Quarter ---------------------------------------------------------- Prime Global Capital Group Incorporated filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of US$117,000 on US$435,000 of net total revenues for the three months ended April 30, 2016, compared to a net loss of US$443,000 on US$497,000 of net total revenues for the same period in 2015. For the six months ended April 30, 2016, Prime Global reported a net loss of US$265,000 on US$848,000 of net total revenues compared to a net loss of US$963,000 on US$1.03 million of net total revenues for the six months ended April 30, 2015. As of April 30, 2016, the Company had US$50.6 million in total assets, US$19.4 million in total liabilities and US$31.1 million in total equity. As of April 30, 2016, the Company had cash and cash equivalents of US$680,000, as compared to US$837,000 as of Oct. 31, 2015. The Company's cash and cash equivalents decreased as a result of cash used in operation and repayment of bank loans and repayment to related parties. A full-text copy of the Form 10-Q is available for free at: https://is.gd/o9coMX About Prime Global Kuala Lumpur, Malaysia-based Prime Global Capital Group operated in the following three business segments during fiscal year 2014: (i) software business (the provision of IT consulting, programming and website development services); (ii) plantation business (including oilseeds and castor seeds business); and (iii) its real estate business. In the fourth quarter of fiscal 2014, the Company discontinued its castor seeds business in China, and in December 2014 it discontinued the software business (the provision of IT consulting, programming and website services) in Malaysia. As a result, the Company no longer conduct business operations in China and anticipate winding down or otherwise selling its interests in the following entities: Power Green Investments Limited; Max Trend International Limited and Shenzhen Max Trend Green Energy Co Ltd. Prime Global reported a net loss US$1.59 million for the year ended Oct. 31, 2015, compared to a net loss of US$1.33 million for the year ended Oct. 31, 2014. Crowe Horwath (HK) CPA Limited, in Hong Kong, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Oct. 31, 2015, citing that the Company has a working capital deficiency, accumulated deficit from recurring net losses and significant short-term debt obligations maturing in less than one year as of Oct. 31, 2015. All these factors raise substantial doubt about its ability to continue as a going concern. ROOMSTORES OF PHOENIX: Taps Rein & Grossoehme as Broker ------------------------------------------------------- The Roomstores of Phoenix, L.L.C. seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire Rein & Grossoehme Commercial Real Estate, L.L.C. as its real estate broker. The Debtor tapped the firm to market and auction nine commercial real property leases through which it has operated its furniture business. The Debtor proposes that Jake Ertle, vice-president and power broker of Rein & Grossoehme, will act as its listing agent and will market the leases through his contacts in the industry. Rein & Grossoehme will be compensated by a "buyers premium" in the amount of $7,000. It will be paid by the buyer procured by the firm. Rein & Grossoehme does not hold or represent any interest adverse to the Debtor's estate and is a "disinterested person" as defined by section 101(14) of the Bankruptcy Code. The firm can be reached at: Jake Ertle, vice-president Rein and Grossoehme Commercial Real Estate 8767 E Via de Ventura #290 Scottsdale, AZ 85258 Tel: 480-214-9400 The Debtor can be reached through its counsel: Carolyn J. Johnsen Katherine Anderson Sanchez Dickinson Wright PLLC 1850 North Central Avenue, Suite 1400 Phoenix, Arizona 85004 Phone: (602) 285-5000 Fax: (602) 285-5100 Email: cjjohnsen@dickinsonwright.com ksanchez@dickinsonwright.com About Roomstores of Phoenix The Roomstores of Phoenix, L.L.C., d/b/a The Roomstore, sought protection under Chapter 11 of the Bankruptcy Code in the District of Arizona (Phoenix) (Case 15-15898) on December 18, 2015. The petition was signed by Alan Levitz, manager. The case is assigned to Judge Daniel P. Collins. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. RUDOLF KURT MEIER III: Court Approves $700,000 Sale of Property --------------------------------------------------------------- Judge Christine M. Gravelle on June 8, 2016, entered an order authorizing debtors Rudolf Kurt Meier, III, and Billie Ann Meier to sell its property at 1527 Dorsett Dock Road, Point Pleasant, Ocean County, New Jersey, on the terms and conditions of the contract of sale, as modified. The Debtor said in May that Gloria Nilsen, which was hired to market the Property, has found a buyer and the Debtors desire to sell the Property and have entered into a Contract of Sale of the Property for a sale price of $700,000. The contract of sale provides that the Seller(s) have agreed to pay a 6 percent commission for services rendered by Coldwell Banker Brokerage, and Gloria Nilson & Co. Real Estate. According to the order authorizing the sale, the proceeds must be used to satisfy the liens for real estate taxes and other municipal liens and the first mortgage. Until such satisfaction the real property is not free and clear of those liens. These professional(s) may be paid at closing: Name of professional Amount to be Paid -------------------- ----------------- Gloria Nilsen & Co. Real Estate 3% ($21,000) (Listed and marketed property) Coldwell Banker Brokerage 3% ($21,000) (Produced buyer) Other closing fees payable by the Debtor may be satisfied from the proceeds of sale and adjustments to the price as provided for in the contract of sale may be made at closing. The amount of $45,950 claimed as exempt may be paid to the Debtor. About Rudolf and Billie Meier Rudolf Kurt Meier, III, and Billie Ann Meier sought Chapter 11 protection (Bankr. D.N.J. Case No. 15-15618) on March 30, 2015. At the time of the filing of the Chapter 11 petition, the debtors were the owners of real property located at 1527 Dorset Dock Road, Point Pleasant, Ocean County, New Jersey. On Oct. 19, 2015, the Debtors filed an application to retain Gloria Nilson Realtors to market the Property, and the application was approved by Order entered on Nov. 6, 2015. The Property has continuously been marketed in multiple listing since November of 2015. The Debtors filed a Disclosure Statement and Plan of with the Court on Oct. 15, 2015. An Order Approving Disclosure Statement and Confirming the Debtor's Chapter 11 Plan was entered by this Court on Jan. 8, 2016. The Debtors' attorneys: Timothy P. Neumann, Esq. BROEGE, NEUMANN, FISCHER & SHAVER, LLC 25 Abe Voorhees Drive Manasquan, NJ 08736 Tel: (732) 223-8484 E-mail: tneumann@bnfsbankruptcy.com RYCKMAN CREEK: Judge Kevin Carey Appointed as Mediator ------------------------------------------------------ U.S. Bankruptcy Judge Kevin Carey has been appointed mediator for issues in connection with Ryckman Creek Resources, LLC's Joint Chapter 11 Plan of Reorganization. The Creditors' Committee, the Debtors' prepetition lenders pursuant to the Second Amended and Restated Credit Agreement dated as of Oct. 31, 2014, Bear River Acquisition Company Incorporated as a Prepetition Lender and holder of membership interests, together with the Debtors agreed to commence mediation. The Mediator is authorized to mediate issues (i) arising out of or in connection with the Joint Chapter 11 Plan of Reorganization of Ryckman Creek Resources and (ii) related to or arising out of the discovery process related to the Challenge Period. If the Mediator determines in its discretion or with the mutual consent of the Mediation Patties to expand the scope of the Mediation Topics, the Mediator will have the discretion to add other patties to the Mediation as is necessary to mediate such additional Mediation Topics. About Ryckman Creek 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. Judge Stuart M. Bernstein presides over the Chapter 15 case. S-3 PUMP SERVICE: Peterbilt Tallahassee Buying Vehicles ------------------------------------------------------- S-3 Pump Service, Inc., asks the U.S. Bankruptcy Court for the District of Louisiana for entry of an order authorizing the sale of Peterbilt vehicles to Performance Peterbilt of Tallahassee LLC for its bid prices. Among the Debtor's estate are six Peterbilt Model 389 tractors, which the Debtor has used in its business operations. S-3 Pump has seventeen other Peterbilt vehicles that it uses in its business operations and intends to retain, and Debtor has determined that it does not need the Peterbilt vehicles in the conduct of its future business operations. The Debtor reasonably believes that it is in the estate's best interests to sell or otherwise dispose of the Peterbilt vehicles. The Debtor solicited appraisals and bids from the Shreveport Peterbilt dealer and from Performance Peterbilt Tallahassee for the wholesale purchase of the vehicles. The prices bid by Peterbilt Tallahassee for the Peterbilt Vehicles are the largest bids obtained by Debtor. Because of the time sensitivity of this offer, the Debtor seeks an expedited hearing and waiver of the 14-day stay of the effectiveness of the order approving the sale of the estate's interest in the Peterbilt vehicles so that the parties can move swiftly upon Court approval to close these favorable transactions as soon as possible. The document containing relevant information concerning the age, make, model and mileage of each Peterbilt Vehicle, as well as the prices bid for each vehicle, is available at: http://bankrupt.com/misc/Steve_and_Celeste_280_Sale_LLC_List.pdf The Debtor owns all of the Peterbilt Vehicles subject to valid liens in favor of Wells Fargo Equipment Leasing Company. The Debtor has equity in all of the Peterbilt Vehicles. The Debtor desires to sell the Peterbilt Vehicles free and clear of all liens and other interests, with any valid liens being referred to the proceeds of the sale of such vehicle. S-3 Pump Service is represented by: Robert W. Johnson P.O. Box 1126 (71163) 333 Texas Street #700 (71101) Shreveport, Louisiana Telephone: (318) 221-6858 Facsimile: (318) 227-2967 About S-3 Pump Service S-3 Pump Service, Inc., provider of high pressure pumping service, filed a Chapter 11 bankruptcy petition (Bankr. W.D. La. Case No. 016-10383) on March 4, 2016. The petition was signed by Malcolm H. Sneed, III, the president. Judge Jeffrey P. Norman is assigned to the case. 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. SA INTER INVEST: Exclusive Solicitation Period Extended to Sept. 11 ------------------------------------------------------------------- The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the Southern District of Florida has extended, at the behest of SA Inter Invest 1, LLC, the exclusive period for the Debtor to solicit acceptances of its pan of reorganization to Sept. 11, 2016. As reported by the Troubled Company Reporter on May 31, 2016, the Debtor sought the extension, saying that the previous solicitation period that expired on June 13, 2016, would not have given the Debtor sufficient time even if the Disclosure Statement had been approved May 26, 2016. A Plan and Disclosure Statement were filed within the original exclusive period. The Debtor requires more time to negotiate with JP Morgan Chase Bank NA for a consensual plan and disclosure. Headquartered in Miami Beach, Florida, SA Inter Invest 1, LLC, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 15-31770) on Dec. 16, 2015, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Laurent Benzaquen, manager. Judge Jay A. Cristol presides over the case. Joel M. Aresty, Esq., at Joel M. Aresty P.A. serves as the Debtor's bankruptcy counsel. SABAS BARDALES-RENDON: To Pay Deutsche Bank Claim in 30 Years ------------------------------------------------------------- Sabas Bardales-Rendon, a Chapter 11 debtor in a small business case, filed a disclosure statement and plan of reorganization on June 3, 2016, with the Bankruptcy Court in Nevada. According to the Plan, the Secured Claim of Deutsche Bank National Trust Company, as Trustee C/O Select Portfolio Servicing, Inc. (Class 1) against the Debtor's Investment Property located at 3004 Matterhorn Way, Las Vegas, NV 89102, is valued at $179,000. The claim will have this treatment: -- Interest Rate: 5.00% per annum fixed (360-month amortization schedule) -- Payment Start Date: April 1, 2016 -- Maturity Date: May 1, 2037 (all remaining amounts due) -- Initial Fixed Monthly Payment: $960.91 (principal & interest) -- The loan will remain impounded for taxes and hazard insurance with an initial monthly escrow payment of $236.36. The Unsecured claim of Deutsche Bank National Trust Company, as Trustee C/O Select Portfolio Servicing, Inc. (Class 2A) related to the creditor's under-secured first lien against the Debtor's Investment Property is valued at $112,226.23. Upon successful confirmation of the Plan, the Class 2A unsecured claim shall be reduced to $0. Class 2A is an impaired class and the holder of the Class 2A Unsecured Claim is entitled to vote to accept or reject the Plan. Class 2B General Unsecured Claim presently consists of a single claim by the Internal Revenue Service in the amount of $98.30. All Class 2B Creditors who have filed proofs of claim by the December 2, 2015 bar date or deemed to have filed proof of claims, that are not disputed, contingent, unliquidated, or otherwise approved by Order of the Court, shall be paid the full amount of their claim. This dividend constitutes payment of 100 cents per dollar of each class claim. Class 2B is an unimpaired class and is deemed to accept the Plan. The Debtor may seek approval of the Court for additional dividend disbursement procedures. All payments to Class 2B Creditors shall be in cash or cash equivalent. The Debtor will have up to 12 months to pay Class 2B Creditors from the Effective Date. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/nvb15-14457-0059.pdf Sabas Bardales-Rendon is a carpenter. He also receives monthly rental income from an Investment Property located at 3004 Matterhorn Way, Las Vegas, Nevada 89102, which is not operated as an independent business entity. Bardales-Rendon filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 15-14457) on August 3, 2015. The Debtor is represented by: Michael J Harker, Esq. 2901 El Camino Ave #200 Las Vegas, NV 89102 Tel: (702) 248-3000 Fax: (702) 425-7290 E-mail: mharker@harkerlawfirm.com SAEXPLORATION HOLDINGS: S&P Lowers CCR to 'CC' Then Withdraws ------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on SAExploration Holdings Inc. to 'CC' from 'CCC-'. The outlook remains negative. At the same time, S&P lowered the issue-level rating on the company's senior secured notes to 'CC' from 'CCC-'. The recovery rating on the notes remains '3', reflecting S&P's expectation of meaningful (50% to 70%; lower half of the range) recovery in the event of a conventional default. The downgrade follows SAExploration's announcement that it plans to launch an exchange offer to existing holders of its 10% senior secured notes for shares of common equity and a new issue of second-lien notes. Essentially, holders of the existing notes will receive on the closing date, $500 principal of new second-lien notes and common equity for every $1,000 principal amount of existing notes exchanged. The exchange offer is scheduled to launch on or before June 20, 2016, and is anticipated to close no later than 30 days after the launch date. The negative outlook reflects the expectation that S&P would lower the ratings if the company completes the exchange offer. Following the rating action, S&P withdrew the corporate credit and issue-level ratings at the company's request. SANDRIDGE ENERGY: Proposes to Enter into Hedging Arrangements ------------------------------------------------------------- SandRidge Energy, Inc., and its affiliated debtors seek authority from the U.S. Bankruptcy Court to (1) continue their prepetition hedging arrangements, (2) enter into postpetition hedging arrangements, (3) grant superpriority claims and first-priority cash collateral Liens to secure the Postpetition Hedging Obligations, and (4) pay Hedging Obligations, and modifying the automatic stay. Historically, the Debtors maintain a portfolio of commodity-price derivatives to mitigate the effects of this volatility on cash flow, historically hedging approximately 80% of liquids production over a one-year horizon. Although the Debtors allowed a substantial portion of hedges to roll off before the Petition Date, entry into the Postpetition Hedging Arrangements will simply return the Debtors' hedging to historical levels, putting in place downside protections that the Debtors have traditionally maintained in the ordinary course of business. Furthermore, the Postpetition Hedging Arrangements will be substantively similar to the Prepetition Hedging Arrangements that is consistent with the Debtors' own past, ordinary course practice. Now, with improved certainty regarding their path forward, the Debtors seek to continue their commodity risk management practices in the ordinary course of business and protect their cash flows during these chapter 11 cases. To ensure that counterparties will transact with the Debtors on a postpetition basis, the Debtors seek to implement these practices primarily through entry into hedging agreements for oil and natural gas swaps. To provide the necessary comfort to the Hedging Counterparties that the Debtors will be able to honor the Postpetition Hedging Obligations, the Debtors also seek to incur obligations under the Postpetition Hedging Arrangements that rank equally with the First Lien Adequate Protection Obligations under the Cash Collateral Order, specifically, by providing First-Priority Adequate Protection Liens and Superpriority Claims on account of the Postpetition Hedging Obligations. The Debtors submit that resumption of their hedging program consistent with historical practice is in the best interests of the estates, and more importantly, the relief requested has the support of the parties to the restructuring support agreement, which represent the vast majority of the Debtors’ prepetition funded debtholders. According to the Debtors, the proposed Order modifies the automatic stay provisions of section 362 of the Bankruptcy Code solely to the extent necessary to allow (a) the First Lien Agent to exercise all rights and remedies with respect to the Adequate Protection Collateral for the benefit of the Postpetition Hedging Counterparties following the occurrence and during the continuation of an event of default or a termination event under the Postpetition Hedging Arrangements, (b) the First Lien Agent, on behalf of the Postpetition Hedging Counterparties, to take all actions to validate and perfect the liens and security interests granted by the Order, and (c) the Postpetition Hedging Counterparties to terminate the Postpetition Hedging Arrangements in accordance with their terms. Proposed Counsel for the Debtors and Debtors in Possession: Zack A. Clement, Esq. ZACK A. CLEMENT PLLC 3753 Drummond Street Houston, Texas 77025 Telephone: (832) 274-7629 Email: zack.clement@icloud.com -- and -- James H.M. Sprayregen, P.C. Steven N. Serajeddini, 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 steven.serajeddini@kirkland.com -- and -- Christopher Marcus, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: christopher.marcus@kirkland.com About SandRidge Energy SandRidge Energy, Inc. (OTC PINK: SDOC) -- http://www.sandridgeenergy.com/-- is an oil and natural gas exploration and production company headquartered in Oklahoma City, Oklahoma, with its principal focus on developing high-return, growth-oriented projects in the U.S. Mid-Continent and Niobrara Shale. SandRidge Energy, Inc. and 24 of its subsidiaries each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-32488) on May 16, 2016. The petitions were signed by Julian M. Bott as chief financial officer. The Debtors have hired Kirkland & Ellis LLP as general bankruptcy counsel, Zack A. Clement PLLC as local counsel, Houlihan Lokey Capital, Inc. as financial advisor, Alvarez & Marsal Holdings, LLC as restructuring advisor and Prime Clerk LLC as claims and noticing agent. The cases are assigned to Judge David R Jones. The Office of the U.S. Trustee has appointed five creditors of SandRidge Energy, Inc., to serve on the official committee of unsecured creditors. SECURITY CAPITAL: U.S. Opposes Provisional Relief Sought by JOLs ---------------------------------------------------------------- Geoffrey Varga and Mark Longbottom, in their capacities as the Joint Official Liquidators and authorized foreign representatives of Security Capital Limited, ask the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, for provisional relief under chapter 15 of title 11 of the Bankruptcy Code, in connection with the Chapter 15 Petition. "On April 20, 2016, the United States of America filed an adversary proceeding... against Security Capital and the Wyly Debtors, pursuant to which the United States seeks turnover or repatriation of all monies held by, in the possession of, and/or under the care, custody or control of Security Capital, notwithstanding that the liquidation of such assets is the purpose of the Cayman Liquidation Proceeding and subject to the jurisdiction of the Cayman Court. Security Capital is required to respond to the complaint in the IRS Adversary Case on or before June 6, 2016. In order for Security Capital to respond, the JOLs must first be recognized as the foreign representatives of Security Capital, relief which is clearly supported by the facts in the Chapter 15 Petition. Prior to such recognition, however, provisional relief is essential (i) to provide a stay of litigation against Security Capital, including the IRS Adversary Case, until Security Capital’s chapter 15 case is formally recognized, (ii) to permit the Joint Official Liquidators to intervene on behalf of Security Capital in the IRS Adversary Case prior to recognition, and (iii) to protect the integrity of the Cayman Liquidation Proceeding and the interests of Security Capital and its creditors through entrusting the administration of Security Capital’s assets in the United States to the Joint Official Liquidators... The Cayman Court issued the Supervision Order... granting the Joint Official Liquidators the broad authority to, among other things, (a) bring or defend any action or other legal proceeding in the name and on behalf of Security Capital and (b) take possession of, collect and get in the property of Security Capital and for that purpose to take all such proceedings as the Joint Official Liquidators consider necessary. In order to exercise such powers with respect to the IRS Adversary Case on a timely basis, however, and to ensure the successful administration of Security Capital’s affairs, the Joint Official Liquidators must obtain the emergency relief requested herein,” the Joint Official Liquidators aver. United States' Opposition "The Joint Official Liquidators... cannot show that they are entitled to provisional relief under Section 1519(a) and, accordingly, the relief requested should be denied... Security Capital’s Chapter 15 filing seeks relief that will (1) impact the determination of whether monies held by Security Capital are property of the Wyly-Debtors’ estates and should be repatriated so that the Wyly Debtors can fund any proposed plan of reorganization and satisfy the claims of their legitimate creditors, and (2) preclude this Court from deciding the validity of its proofs of claim filed against the Wyly Debtors... The debts Security Capital asserts it wants to collect in the Wyly bankruptcy cases are from the Wyly Debtors; and all of the claims it says it plans to pay in its own liquidation are to Wyly-controlled entities in the Isle of Man... Security Capital was created at the behest of the Wylys to act as a 'conduit' to funnel funds through Wyly-controlled offshore vehicles located in the Isle of Man... to Security Capital and then to the Wylys or their controlled entities in the United States. Indeed, Security Capital never made a loan to any party not related to and controlled by the Wylys. The monies Security Capital holds are all Wyly-sourced funds derived from the Wylys’ secret exercise and sale of securities in violation of the federal tax and securities laws. Determining the character and disposition of these monies is a central issue in the Wylys’ bankruptcy cases and the United States’ adversary proceeding. Security Capital’s Chapter 15 filing was clearly intended to derail this process... It is important to note that none of the actions the United States seeks against Security Capital will be heard or determined by the Cayman Island court. Instead, this Court must decide the extent to which the proofs of claim Security Capital filed survive, whether the monies held by Security Capital are property of the Wyly Debtors' estates, and whether these funds are repatriated for distribution to the Wyly Debtors' creditors. These determinations are within the exclusive jurisdiction of this Court," the United States asserts. Geoffrey Varga and Mark Longbottom, in their capacity as Joint Official Liquidators and authorized foreign representatives of Security Capital Limited, are represented by: Charles R. Gibbs, Esq. Marty L. Brimmage, Jr., Esq. David F. Staber, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP 1700 Pacific Avenue, Suite 4100 Dallas, TX 75201 Telephone: (214)969-2800 Facsimile: (214)969-4343 E-mail: cgibbs@akingump.com mbrimmage@akingump.com dstaber@akingump.com - and - Rachel Ehrlich Albanese, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, NY 10036 Telephone: (212)872-8000 Facsimile: (212)872-1002 E-mail: ralbanese@akingump.com The United States, on behalf of its agency the Internal Revenue Service, is represented by: Cynthia E. Messersmith, Esq. David G. Adams, Esq. Jonathan L. Blacker, Esq. Moha P. Yepuri, Esq. Holly M. Church, Esq. U.S. DEPARTMENT OF JUSTICE, TAX DIV. 717 N. Harwood St., Suite 400 Dallas, TX 75201 Telephone: (214)880-9727 Fascimile: (214)880-9741 E-mail: cynthia.messersmith@usdoj.gov david.g.adams@usdoj.gov jonathan.blacker2@usdoj.gov moha.p.yepuri@usdoj.gov holly.m.church@usdoj.gov About Security Capital Limited Security Capital Limited, filed a Chapter 15 petition (N.D. Tex. Bankr. Case No. 16-32145) on June 1, 2016. Charles R. Gibbs, Esq., at Akin Gump Strauss Hauer & Feld, LLP, as bankruptcy counsel. In its petition, the Debtor did not indicate its estimated assets and liabilities. The petition was signed by Mark Longbottom and Geoffrey Varga, in their capacities as the Joint Official Liquidators The case was originally assigned to The Hon. Stacey G. Jernigan but was later reassigned to Judge Barbara J. Houser. SEVEN OAKS: Hires Berkshire Hathaway as Real Estate Broker ---------------------------------------------------------- Seven Oaks Partners, LP seeks authorization from the U.S. Bankruptcy Court for the District of Connecticut to employ Berkshire Hathaway Home Services N.E. Properties as Real Estate Broker. The Debtor requires Berkshire Hathaway to: a. coordinate with the Debtor the development of due diligence materials. b. develop, subject to Trustee's review and approval, a marketing plan and implement each facet of the marketing plan; c. communicate regularly will all prospects and maintain detailed records of all communications; d. meet periodically with the Debtor and its professional advisors in connection with the status of sale and marketing efforts; and e. work with the attorneys responsible for the implementation of the proposed transactions, review documents, negotiate and assist in resolving problems which may arise. Berkshire Hathaway will be paid a commission of 5% from the gross proceeds plus $150 upon consummation of the sale of the Property. Sheila Starr, real estate agent broker of Berkshire Hathaway Home Services N.E. Properties, 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. Berkshire Hathaway may be reached at: Sheila Starr Berkshire Hathaway Home Services N.E. Properties 136 East Putnam Avenue Greenwich, CT 06830 Cellphone: 917-557-1173 Telephone: 203-637-7284 Fax: 203-869-3141 Seven Oaks Partners, LP filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No. 5:12-bk-50168) on January 31, 2012. Judge Alan S Trust presides over the case. SFX ENTERTAINMENT: Trustee Opposes Equity Committee Appointment --------------------------------------------------------------- Andrew R. Vara, Acting United States Trustee for Region 3, objects to the motion of WPP Luxembourg Gamma Three SARL for entry of an order directing the appointment of an Official Committee of Equity Security Holders for SFX Entertainment, Inc. According to the U.S. Trustee, WPP holds common stock in SFX Entertainment, Inc., the lead debtor in the Chapter 11 cases. SFX filed its bankruptcy cases on Feb. 1, 2016 -- almost four months ago. The record developed during this time does not support the relief requested in the Motion, the U.S. Trustee asserts. Among other things, the UST notes that the record contains no reliable evidence of the value of any of the Debtors' assets. "In fact, under the terms of the Restructuring Support Agreement filed by SFX, unsecured creditors are projected to receive no recovery. This, combined with an analysis of SFX's financial information demonstrates that there is no basis for appointment of an equity committee." The Acting U.S. Trustee is represented by: Hannah Mufson McCollum, Esq. United States Department of Justice Office of the United States Trustee J. Caleb Boggs Federal Building 844 King Street, Suite 2207, Lockbox 35 Wilmington, DE 19801 Tel: (302) 573-6491 Fax: (302) 573-6497 WPP Luxembourg Gamma Three SARL is represented by: Joseph H. Huston, Jr., Esq. Stevens & Lee, P.C. 919 North Market Street, Suite 1300 Wilmington, Delaware 19801 Tel: (302) 425-3310 E-mail: jhh@stevenslee.com - and - Alec P. Ostrow, Esq. Becker, Glynn, Muffly, Chassin & Hosinski LLP 299 Park Avenue New York, New York 10171 Tel: (212) 888-3033 E-mail: aostrow@beckerglynn.com About SFX Entertainment SFX Entertainment, Inc., and 43 of its affiliates, a global producer of live events and digital entertainment content focused exclusively on the electronic music culture and other world-class festivals, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10238 to 16-10281) on Feb. 1, 2016. The petitions were signed by Michael Katzenstein as chief restructuring officer. The Debtors disclosed total assets of $662 million and total debt of $490 million. Judge Mary F. Walrath is assigned to the case. SH 130 CONCESSION: Removal Deadline Extended to Aug. 29 ------------------------------------------------------- U.S. Bankruptcy Judge Tony M. Davis has extended the time period provided by F.R.B.P. Rule 9027 within which 130 Concession Company, LLC, may file notices of removal of claims and causes of action through and including Aug. 29, 2016. About SH 130 Concession Headquartered in Buda, Texas, SH 130 Concession Company, LLC (the "Concessionaire") was formed to finance, develop, design, construct, operate, and maintain segments five and six of Texas State Highway 130 in partnership with the Texas Department of Transportation. The Concessionaire, Zachry Toll Road - 56 LP and Cintra TX 56 LLC filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Case Nos. 16-10262, 16-10263 and 16-10264, respectively) on March 2, 2016. The petitions were signed by Alfonso Orol as chief executive officer. The Debtors estimated both assets and debts in the range of $1 billion to $10 billion. Toll Road - 56 and TX 56 are holding companies that collectively hold the equity interests in the Concessionaire. They have no operations and have no creditors. The Debtors have engaged Gibson, Dunn & Crutcher LLP as general counsel, Jackson Walker L.L.P. as local counsel, and Prime Clerk LLC as notice, claims, solicitation, balloting and tabulation agent. Judge Tony M. Davis has been assigned the case. SHERWIN ALUMINA: Time to Decide on Leases Extended to Aug. 8 ------------------------------------------------------------ U.S. Bankruptcy Judge David R. Jones granted Sherwin Alumina Company, LLC an extension of the time period to assume or reject unexpired leases through and including Aug. 8, 2016. About Sherwin Alumina Company Sherwin Alumina Company, LLC, and Sherwin Pipeline, Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. Case Nos. 16-20012 and 16-20013, respectively) on Jan. 11, 2016. Thomas Russell signed the petitions as authorized signatory. Judge David R. Jones has been assigned the case. The Debtors have engaged Kirkland & Ellis LLP as general counsel, Zack A. Clement PLLC as local counsel, Huron Consulting Services LLC as financial advisor and Kurtzman Carson Consultants LLC as claims, notice and balloting agent. Sherwin operates an alumina plant in Gregory, Texas that produces aluminum oxide (or alumina), which is the primary component of aluminum, from bauxite. Sherwin produces alumina through the "Bayer Process," a refining technique that produces alumina from bauxite ore by dissolving the bauxite in a caustic solution. The Debtors, on Feb. 5, 2016, disclosed total assets of $254,617,187 and total liabilities of $218,177,760. The U.S. Trustee appointed five members to the Official Committee of Unsecured Creditors. Robin Russell, Esq., Timothy S. McConn, Esq., and Ashley Gargour, Esq., at Andrews Kurth LLP, in Houston, Texas, represent the Committee. SHOOT THE MOON: Order for Trustee to Pay $83K to Prime A Upheld --------------------------------------------------------------- Judge Ralph B. Kirscher of the United States Bankruptcy Court for the District of Montana denied Trustee Jeremiah J. Foster's Motion to Reconsider based on the Trustee's failure to satisfy the requirements for reconsideration under Fed. R. Civ. P. 59 in the case captioned In re SHOOT THE MOON, LLC, Debtor, Case No. 15-60979-11. In this Chapter 11 bankruptcy case, after notice this Court held a hearing at Great Falls on June 3, 2016, on the Chapter 11 Trustee's Motion to Reconsider this Court's Memorandum of Decision and Order, which granted Prime A Investments, LLC's motion to compel and ordered the Trustee to pay Prime A immediately the sum of $83,600.00 for postpetition payments due under a shopping center lease of nonresidential real property. DIP financing lender Western Alliance Bank ("WAB") filed a joinder to the Trustee's Motion and was represented at the hearing by counsel in support. Prime A filed an objection and was represented by counsel in opposition. A full-text copy of the Memorandum of Decision dated June 7, 2016 is available at https://is.gd/8xhsPW from Leagle.com. JEREMIAH J FOSTER, Trustee, is represented by TRENT N. BAKER, Esq. -- tbaker@dmllaw.com -- DATSOPOULOS, MACDONALD & LIND, DAVID B. COTNER, Esq. -- dcotner@dmllaw.com -- DEL MILTON POST, DATSOPOULOS MACDONALD & LIND PC. OFFICE OF THE U.S. TRUSTEE, U.S. Trustee, is represented by NEAL G. JENSEN, UNITED STATES TRUSTEE'S OFFICE, AARON GRAHAM YORK, OFFICE OF THE US TRUSTEE. UNSECURED CREDITORS, Creditor Committee, is represented by MICHAEL T. CONWAY, Shipman & Goodwin LLP, JONATHAN LAWRENCE GOLD, Esq. -- LECLAIRRYAN, PC, JANICE B. GRUBIN, Esq. -- LECLAIRRYAN, PC, WARD E. TALEFF. Shoot The Moon, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Mont. Case No. 15-60979) on Oct. 21, 2015. Gary S. Deschenes, Esq., at Deschenes & Associates serve as the Debtor's bankruptcy counsel. SOPHIA LP: S&P Lowers CCR to 'B-' on Weak Credit Metrics -------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Fairfax, Va.-based Sophia L.P. to 'B-' from 'B'. The outlook is stable. At the same time, S&P lowered its issue-level rating on Sophia's senior secured term loan to 'B-' from 'B'. The recovery rating on the senior secured debt remains unchanged at '3', indicating S&P's expectation for meaningful (50%-70%, upper half of the range) recovery in the event of a default. S&P also lowered its issue-level rating on the company's unsecured notes to 'CCC' from 'CCC+'. The recovery rating on the notes remains unchanged at '6', indicating S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. "The rating action reflects our view of the company's weakened credit metrics, with current adjusted leverage in the mid-9x area as a result of typical cash flow seasonality, compared with adjusted leverage in the high 8x area at the time of the private equity ownership change in 2015," said S&P Global Ratings credit analyst Minesh Shilotri. "The rating action also reflects our expectation that leverage will stay above 8x for the next 12 months," Mr. Shilotri added. The stable outlook reflects Sophia's leading position in the higher education enterprise resource planning software market, its stable and recurring revenue base, and S&P's expectation that the company will generate free cash flow of around $80 million or better in fiscal 2016. SPANISH BROADCASTING: Stockholders Elect Six Directors ------------------------------------------------------ Spanish Broadcasting System, Inc., held its annual meeting of stockholders on June 8, 2016, at which the stockholders: (a) elected Raul Alarcon, Joseph A. Garcia, Manuel E. Machado, Jason L. Shrinsky, Jose A. Villamil and Mitchell A. Yelen as directors to hold office until such time as their respective successors have been duly elected and qualified; and (b) approved, on an advisory basis, the compensation of the Company's named executive officers. Alan Miller and Gary Stone, the two directors elected by the holders of the Series B Preferred Stock at the 2014 annual meeting, were not subject to election at this year's annual meeting and continue to serve as directors. About Spanish Broadcasting Headquartered in Coconut Grove, Florida, Spanish Broadcasting System, Inc. -- http://www.spanishbroadcasting.com/-- owns and operates 21 radio stations targeting the Hispanic audience. The Company also owns and operates Mega TV, a television operation with over-the-air, cable and satellite distribution and affiliates throughout the U.S. and Puerto Rico. Its revenue for the twelve months ended Sept. 30, 2010, was approximately $140 million. As of March 31, 2016, Spanish Broadcasting had $452 million in total assets, $561 million in total liabilities, and a total stockholders' deficit of $109 million. * * * In November 2010, Moody's Investors Service upgraded the corporate family and probability of default ratings for Spanish Broadcasting System, Inc., to 'Caa1' from 'Caa3' based on improved free cash flow prospects due to better than anticipated cost cutting and the expiration of an unprofitable interest rate swap agreement. Moody's said Spanish Broadcasting's 'Caa1' corporate family rating incorporates its weak capital structure, operational pressure in the still cyclically weak economic climate, generally narrow growth prospects (though Spanish language is the strongest growth prospect) given the maturity and competitive pressures in the radio industry, and the June 2012 maturity of its term loan magnify this challenge. As reported by the TCR on May 25, 2016, S&P Global Ratings said that it lowered its corporate credit rating on U.S. Spanish-language broadcaster Spanish Broadcasting System Inc. (SBS) to 'CCC' from 'CCC+'. SPORTS AUTHORITY: Must Consummate Successful Bid, Landlord Asserts ------------------------------------------------------------------ Ward Gateway-Industrial-Village, LLC, a landlord, asks the U.S. Bankruptcy Court to compel Sports Authority Holdings, Inc., and its affiliated debtors to consummate the successful bid and immediately complete and execute the assumption and lease termination agreements with the landlord. The Landlord further asks the Court that the Debtors be found in contempt for their bad faith actions in: (a) failing to complete the assumption and lease termination agreements, (b) continuing to market the Landlord's lease after reaching an agreement with Landlord, confirming with Landlord and the Court that Landlord was the successful bidder and confirming with the Court that an Order would be submitted under certification of counsel, and (c) misrepresenting to Landlord the actual chain of events that has led to the filing of the Landlord's Motion. The Landlord relates that prior to the Petition Date, the Debtors engaged A&G Realty Partners, LLC, to help maximize the value of the Debtors' real estate portfolio. The the Debtors and their advisors, including A&G, solicited interest in a sale of the Debtors' assets as a going concern, entered into non-disclosure agreements with certain potential buyers, and established an electronic data room to facilitate interest from potential bidders. Accordingly, the Court entered an Order dated April 14, 2016 approving, among other things, certain bid procedures for the Debtors' sale of substantially all of their assets at a main auction. The Landlord points out that the Bid Procedures specifically contemplated that landlords may bid on their own leases and included a procedure and notice to landlords to allow and encourage landlords to bid. Consistent with the Bid Procedures Order, the Landlord tendered a pre-auction bid which contemplated rejection of the Lease and Landlord's waiver of all pre-petition and post-petition of all amounts due under the Lease. Despite the fact that the Landlord was the only bidder for for the Lease prior to the auction, the Debtors did not accept Landlord's bid, but instead, the Landlord was required to attend the May 16, 2016 auction for the sale of substantially all of the Debtors' assets. Again, the Landlord submitted multiple bids for the Lease in response to demands and counteroffers by A&G on behalf of the Debtors. Ultimately, after negotiating the Landlord and the Debtors agreed to a payment by Landlord to Debtors of $3,257,449, which was subject to adjustment for any unpaid amounts due under the lease prior to the agreed-upon Expiration Date of July 31, 2016. The Landlord agreed to pay the Purchase Price to the Debtors in exchange for an assumption of the Lease as modified by an amendment revising the Expiration Date of the Lease. Even though the Debtors had accepted Landlord's bid -- agreeing to the Landlord's bid on the record, confirming the Landlord as the successful bidder, and the Court had been advised that an Order approving the bid would be submitted under Certification of Counsel -- the Debtors were still marketing Landlord's lease and it was the subject of a possible bulk bid by an unnamed buyer that was presently doing due diligence. The Landlord points out that the Bid Procedures Order was meant to provide a level playing field for all parties, including Landlord, to bid on the Debtors' assets -- it was not meant as a mechanism for the Debtors to accept and agree to Landlord's bid and represent to Landlord and to the Court that an agreement was reached regarding the Lease, all while shopping the Lease for additional bids post-auction and engaging in a calculated and deceitful documentation merry-go-round with Landlord. Ward Gateway-Industrial-Village, LLC, is represented by: Rachel B. Mersky, Esq. MONZACK MERSKY McLAUGHLIN AND BROWDER, P.A. 1201 N. Orange Street, Suite 400 Wilmington, DE 19801-1155 Telephone: (302) 656-8162 Facsimile: (302) 656-2769 Email: rmersky@monlaw.com -- and -- Howard Marc Spector, Esq. SPECTOR & JOHNSON, PLLC Banner Place, Suite 1100 12770 Coit Road Dallas, Texas 75251 Telephone: (214) 365-5377 Facsimile: (214) 237-3380 Email: hspector@spectorjohnson.com About Sports Authority Sports Authority Holdings, et al., are sporting goods retailers with roots dating back to 1928. The Debtors currently operate 464 stores and five distribution centers across 40 U.S. states and Puerto Rico. The Debtors offer a broad selection of goods from a wide array of household and specialty brands, including Adidas, Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and Fitness, Nike, The North Face, and Under Armour, in addition to their own private label brands. The Debtors employ 13,000 people. Sports Authority and six of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to 16-10533) on March 2, 2016. The petitions were signed by Michael E. Foss as chairman & chief executive officer. The Debtors have engaged Gibson, Dunn & Crutcher LLP as general counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel, Rothschild Inc. as investment banker, FTI Consulting, Inc., as financial advisor and Kurtzman Carson Consultants LLC as notice, claims, solicitation, balloting and tabulation agent. Andrew Vara, Acting U.S. trustee for Region 3, appointed seven creditors of Sports Authority Holdings Inc. to serve on the official committee of unsecured creditors. Lawyers at Pachulski Stang Ziehl & Jones LLP represent the Official Committee of Unsecured Creditors. SPORTS AUTHORITY: Time to Remove Actions Extended to Aug. 29 ------------------------------------------------------------ U.S. Bankruptcy Judge Mary F. Walrath has extended the time period provided by Rule 9027 of Federal Rules of Bankruptcy Procedure within which Sports Authority Holdings, et al., may file notices of removal of claims and causes of action through and including Aug. 29, 2016. About Sports Authority Sports Authority Holdings, et al., are sporting goods retailers with roots dating back to 1928. The Debtors currently operate 464 stores and five distribution centers across 40 U.S. states and Puerto Rico. The Debtors offer a broad selection of goods from a wide array of household and specialty brands, including Adidas, Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and Fitness, Nike, The North Face, and Under Armour, in addition to their own private label brands. The Debtors employ 13,000 people. Sports Authority and six of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to 16-10533) on March 2, 2016. The petitions were signed by Michael E. Foss as chairman & chief executive officer. The Debtors have engaged Gibson, Dunn & Crutcher LLP as general counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel; Rothschild Inc. as investment banker; FTI Consulting, Inc., as financial advisor; and Kurtzman Carson Consultants LLC, as notice, claims, solicitation, balloting and tabulation agent. Andrew Vara, Acting U.S. trustee for Region 3, appointed seven creditors of Sports Authority Holdings to serve on the official committee of unsecured creditors. Lawyers at Pachulski Stang Ziehl & Jones LLP represent the Official Committee of Unsecured Creditors. SPORTS AUTHORITY: U.S. Trustee Objects to Houlihan Hiring --------------------------------------------------------- Andrew R. Vara, the Acting United States Trustee for Region 3, objects to the application of the Official Committee of Unsecured Creditors of Sports Authority Holdings, Inc., et al., to retain Houlihan Lokey Capital, Inc. as investment banker. According to the U.S. Trustee, the Committee has not shown how the retention of Houlihan will benefit the unsecured creditors and the bankruptcy estate. It avers taht the Committee has not shown that Rothschild is not performing competently, or that it is not marketing the Debtors' assets to the best of its ability. The Committee, the U.S. Trustee points out, has also not provided any evidence that Houlihan has participated in the Debtors' sale process, has contributed to the process, has brought a buyer willing to offer a higher or better price to the table, or has otherwise enhanced the sale process in any way. "Rather, it appears that the Committee proposes to pay Houlihan more than a million dollars in two weeks, when the Debtors' sale of substantially all of its assets (or whatever portion of those assets are the subject of purchase offers) is approved by the Court. This is not reasonable," the U.S. Trustee states. "Further, at least one creditor, the Debtors' term loan lender, has objected to Houlihan's retention. Its objection is similar - that Houlihan cannot demonstrate that its engagement will provide a "tangible, identifiable, and material benefit to the sale process beyond that which is already being provided by [the Debtors' and Committee's other] professionals." Based on the lack of benefit to the estates, the harm to the very constituency seeking to hire Houlihan, and the multiple professionals already involved in the sale process, Houlihan's retention is unnecessary and should not be approved." The U.S. Trustee is represented by: Hannah Mufson McCollum, Esq. United States Department of Justice Office of the United States Trustee J. Caleb Boggs Federal Building 844 N. King Street, Room 2207 Wilmington, DE 19801 Tel: (302) 573-6491 About Sports Authority Sports Authority Holdings, et al., are sporting goods retailers with roots dating back to 1928. The Debtors currently operate 464 stores and five distribution centers across 40 U.S. states and Puerto Rico. The Debtors offer a broad selection of goods from a wide array of household and specialty brands, including Adidas, Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and Fitness, Nike, The North Face, and Under Armour, in addition to their own private label brands. The Debtors employ 13,000 people. Sports Authority and six of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to 16-10533) on March 2, 2016. The petitions were signed by Michael E. Foss as chairman & chief executive officer. The Debtors have engaged Gibson, Dunn & Crutcher LLP as general counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel, Rothschild Inc. as investment banker, FTI Consulting, Inc., as financial advisor and Kurtzman Carson Consultants LLC as notice, claims, solicitation, balloting and tabulation agent. Andrew Vara, Acting U.S. trustee for Region 3, appointed seven creditors of Sports Authority Holdings Inc. to serve on the official committee of unsecured creditors. Lawyers at Pachulski Stang Ziehl & Jones LLP represent the Official Committee of Unsecured Creditors. SPRINT CORP: Egan-Jones Cuts FC Sr. Unsecured Rating to B --------------------------------------------------------- Egan-Jones Ratings Company downgraded the foreign currency senior unsecured rating on debt issued by Sprint Corp to B from BB on June 1, 2016. EJR also lowered the foreign currency commercial paper rating on the Company to B from A2. Sprint Corporation, commonly referred to as Sprint, is an American telecommunications holding company that provides wireless services and is a major global Internet carrier. ST. MICHAEL'S MEDICAL: Says MedRealty Violated Automatic Stay ------------------------------------------------------------- Saint Michael's Medical Center, Inc., and its affiliated debtors submitted to the U.S. Bankruptcy Court for the District of New Jersey, a memorandum of law in support their motion for the enforcement the automatic stay and the Court's order approving the Global Settlement Agreement. "Saint James MedRealty, LLC, the Debtors' former landlord, in pursuit of certain claims against Trinity, the Debtors’ indirect parent, and various individuals in state court, disregards well-settled law that individual creditors lack standing to assert claims that are property of the bankruptcy estate... Because MedRealty is seeking to assert 'estate' claims in its state court litigation, the Debtors respectfully request the Court enter an Order enforcing the automatic stay and prohibiting MedRealty from seeking to obtain possession of, or exercise control over, property of the estate under Section 362(a)(3) of the Bankruptcy Code... Further intensifying MedRealty's stay violation, it seeks to assert claims that were released as part of the Global Settlement Agreement approved in these cases. MedRealty will undoubtedly assert that its claims in the state court litigation are 'direct' claims against Trinity. In the alternative, MedRealty may contend that its state-law alter ego claims against Trinity are inextricably tied to their breach of contract claim against the Debtors, so that their undisputed right to pursue the latter necessarily entails the right to pursue the former... MedRealty has not and cannot identify how the claims it wishes to pursue differ in any way from the piercing the corporate veil and/or alter ego claims released as part of the Global Settlement Agreement,” the Debtors aver. Trinity Health Corporation joined in on the Debtor's Motion. "MedRealty’s claims, which rely on corporate veil-piercing or alter ego theories of liability, are barred by the clear terms of this Court’s Order approving the Global Settlement between the Debtors, Trinity and the Official Committee of Unsecured Creditors,” Trinity Health argues. Med Realty, LLC, et al.'s Objection to the Debtor's Motion "On December 1, 2015, Saint James MedRealty, LLC filed a state court complaint... asserting claims related to a deliberate fraud perpetrated by Trinity/CHE and other individual defendants, whereby the defendant parties fraudulently induced Med Realty to enter into a multi-million dollar sale-leaseback transaction. Due to the actions of Trinity/CHE and its co-defendants, Saint James MedRealty alone has suffered damages in excess of $11 million... Nearly 6 months later, the Debtors and Trinity/CHE assert that certain counts of the Complaint... should be dismissed because those claims are allegedly property of the estate and have been released by the Debtors pursuant to the terms of a global settlement agreement with Trinity and the Committee. The Debtors and Trinity/CHE's entire argument is dependent upon a finding that Counts I, II and III are 'generalized' veil piercing/alter ego claims that could have been brought by any of the Debtors' creditors, and that those claims are not personal, individual claims that Med Realty can pursue. The Debtors and Trinity/CHE are simply wrong... Counts I through III of the Complaint are direct claims against Trinity/CHE that seek to hold Trinity/CHE liable for its own actions and omissions that caused direct and specific damages to Med Realty, and Med Realty alone. Despite their arguments to the contrary, these are not derivative claims that could only be brought by piercing the corporate veil or asserting an alter ego theory, nor are they claims that any other party could bring, much less 'generalized' estate claims that the Debtors could have brought. Thus, these claims are not part of the bankruptcy estates and are not impacted by the releases in the global settlement agreement," Med Realty, Inc., et al., assert. The Debtors' Motion is scheduled for hearing on June 14, 2016 at 2:30 p.m. Saint Michael's Medical Center and its affiliated debtors are represented by: Michael D. Sirota, Esq. Ryan T. Jareck, Esq. COLE SCHOTZ P.C. P.O. Box 800 Hackensack, NJ 07602-0800 Telephone: (201)489-3000 Facsimile: (201)489-1536 E-mail: msirota@coleschotz.com rjareck@coleschotz.com Trinity Health Corporation is represented by: William H. Schorling, Esq. Mark Pfeiffer, Esq. BUCHANAN INGERSOLL & ROONEY PC 700 Alexander Park, Suite 300 Princeton, NJ 08540-6347 Telephone: (609)987-6800 Facsimile: (609)520-0360 E-mail: william.schorling@bipc.com mark.pfeiffer@bipc.com Med Realty, LLC, et al., are represented by: Warren J. Martin, Jr., Esq. Brett S. Moore, Esq. Rachel A. Parisi, Esq. PORZIO, BROMBERG & NEWMAN, P.C. 100 Southgate Parkway P.O. Box 1997 Morristown, NJ 07962 Telephone: (973)538-4006 Facsimile: (973)538-5146 E-mail: wjmartin@pbnlaw.com bsmoore@pbnlaw.com raparisi@pbnlaw.com About Saint Michael's Medical Center Saint Michael's Medical Center, Inc., was incorporated in 2008 to acquire St. Michael's Medical Center and 2 other now defunct hospitals (Saint James Hospital and Columbus Hospital) was acquired from Cathedral Healthcare System Inc., a New Jersey nonprofit. SMMC is a second tier subsidiary of Trinity Health Corporation. The immediate sole corporate member of SMMC is Maxis Health System, a Pennsylvania not-for-profit corporation. Established by the Franciscan Sisters of the Poor in 1867, St. Michael's Medical Center is a 357- bed licensed regional tertiary-care, teaching, and research center in the heart of Newark, New Jersey's business and educational district and is accredited by The Joint Commission. On Aug. 10, 2015, SMMC Inc. and three affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of New Jersey. The cases are pending before the Honorable Vincent F. Papalia, and the Debtors have requested that their cases be jointly administered under Case No. 15-24999. The Debtors tapped Cole Schotz P.C. as bankruptcy counsel; EisnerAmper LLP as financial advisor; and Prime Clerk LLC as claims and noticing agent. SMMC estimated $100 million to $500 million in assets and debt. United States Trustee Region 3, notified the United States Bankruptcy Court for the District of New Jersey of the appointment of Susan N. Goodman, RN JD, as patient care ombudsman in the Chapter 11 case of Saint Michael's Medical Center, Inc., and its debtor affiliates. U.S. trustee for Region 3, appointed seven creditors of Saint Michael's Medical Center Inc. and its affiliates to serve on the official committee of unsecured creditors. Andrew H. Sherman, Esq., Boris I. Mankovetskiy, Esq., and Lucas F. Hammonds, Esq., at Sills Cummis & Gross PC, represent the Committee. STARSHINE ACADEMY: U.S. Trustee Forms 2-Member Committee -------------------------------------------------------- The Office of the U.S. Trustee on June 14 appointed two creditors of Starshine Academy to serve on the official committee of unsecured creditors. The committee members are: (1) STEPs - Serving the Exceptional Populations Attention: Judy C. Newton-Belkis 131 E. Secretariat Dr. Tempe, AZ 85284 Telephone: (602) 628-2827 Email: steps1@cox.net (2) Education Support Services Attention: Carl Grasso 31413 N. 20th Ave. Phoenix, AZ 85085 Telephone: (623) 398-5840 Email: carlmgrasso@gmail.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Starshine Academy Starshine Academy, dba Starshine Academy Schools, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 16-01803) on Feb. 26, 2016. Patricia A. McCarty, the president, signed the petition. The Debtor estimated both assets and liabilities in the range of $10 million to $50 million. Carmichael & Powell, P.C. represents the Debtor as counsel. Judge Scott H. Gan is assigned to the case. STEVE MURPHY: Buyer Still Arranging Funding for $15M Deal --------------------------------------------------------- Steve and Celeste Murphy, in early June filed an amended motion asking the U.S. Bankruptcy Court for the Northern District of Illinois, Western Division, for an order authorizing the sale to QuickLiquidity, LLC, of certain of the Debtor's membership interests in GNI of Alford and around 25 other LLC entities. The Debtors filed the amended motion to disclose that the buyer is still arranging financing to complete the purchase of the LLCs. According to a Letter Agreement, QuickLiquidity has agreed to purchase ownership interests in 26 single tenant Walgreens for $15 million. A list of the LLCs to be sold is available at: http://bankrupt.com/misc/Steve_and_Celeste_280_Sale_LLC_List.pdf Pursuant to a Joint Stipulation Regarding Sale Of Membership Interests (the "Joint Stipulation") entered into between the other Members of the Membership Interests and the Debtors, the Debtors were permitted to sell their Membership Interests to a bona fide purchaser for a period of six months until June 2016, subject to a right of first refusal by the other Members and other conditions enumerated therein. The Debtors' Membership Interests are subject to a prepetition lien filed by the Internal Revenue Service in the amount of $4,436,376. The Debtor filed a Motion requesting the setting of bid procedures and authorizing the sale to the Buyer. The Court authorized certain portions of the Debtor’s request including the conduct of due diligence and the payment of a stalking horse fee for the Buyer and the payment of legal expenses for both the Buyer and the Members arising from due diligence conducted by all parties. The Joint Stipulation required that the Buyer qualify as a "bona fide purchaser" whose offer would be accompanied by "...reasonable evidence of the offering party's ability to perform, such as a firm commitment letter to the extent any financing is involved..." Pursuant to the letter commitment, the Buyer has acquired the necessary financing from Bloomfield Capital and is now qualified subject only to the completion of due diligence which is still ongoing. Because due diligence has not been completed and is the subject of a dispute between the parties, the due diligence must be completed before a closing can occur. However, the Commitment Letter contains only that contingency other than normal closing requirements attendant to any real estate closing, and satisfies the requirement of the Joint Stipulation that Quick Liquidity has provided reasonable evidence of its ability to perform. Once due diligence is completed, the Buyer will perform and thus the Commitment Letter provides reasonable evidence of the Buyer’s ability to perform. Accordingly, the Debtor requests the entry of an order approving the sale of the Membership Interests to the Buyer on a timely basis, subject only to the right of first refusal given to the non-Debtor Members in the Joint Stipulation. Steve Murphy and Celeste Murphy filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 13-80740) on March 7, 2013. The case judge is the Hon. Thomas M. Lynch. Steve and Celeste Murphy are represented by: Michael J. Davis BKN Murray LLP 1500 Eisenhower Lane, Suite 800 Lisle, IL 60532 Tel: (630) 915-3999 E-mail: mdavis@bknmurray.com STONE ENERGY: Hikes BofA Credit Facility Borrowing Base to $360M ---------------------------------------------------------------- Stone Energy Corporation entered into Amendment No. 3 to the Fourth Amended and Restated Credit Agreement dated as of June 24, 2014, among the Company, certain of the Company's subsidiaries, as guarantors, and the financial institutions party thereto. This Amendment was entered among Stone Energy Corporation, a Delaware corporation (the "Borrower"), Stone Energy Offshore, L.L.C., SEO A LLC, SEO B LLC, the financial institutions party to the Credit Agreement described below as Banks and Bank of America, N.A., as Agent for the Banks and as Issuing Bank. The Amendment amends the Credit Agreement to: (i) increase the borrowing base to $360 million from $300 million; (ii) provide for no redetermination of the borrowing base until Jan. 15, 2017, other than an automatic reduction upon the sale of certain of the Company's properties; (iii) permit second lien indebtedness to refinance the existing convertible notes and senior unsecured notes; (iv) revise the maximum consolidated funded leverage ratio to be 5.25x for the fiscal quarter ending June 30, 2016, 6.50x for the fiscal quarter ending Sept. 30, 2016, 9.50x for the fiscal quarter ending Dec. 31, 2016, and 3.75x thereafter; (v) require minimum liquidity of at least $125 million until Jan. 15, 2017; (vi) impose limitations on capital expenditures; (vii) grant the lenders a perfected security interest in all deposit accounts; and (viii) provide for anti-hoarding cash provisions for amounts in excess of $50 million to apply after Dec. 10, 2016. In connection with the Amendment, on June 14, 2016, the Company repaid $56.8 million in borrowings under the Credit Agreement, resulting in the Company having $360 million outstanding under the Credit Agreement, including $18.3 million of outstanding letters of credit. Following this payment, the Company has cash on hand of approximately $185 million. The Company continues to assess various strategic alternatives to address its liquidity and capital structure, including strategic and refinancing alternatives through a private restructuring, asset sales and a prepackaged or prearranged bankruptcy filing. A full-text copy of the Amended and Restated Credit Agreement is available for free at https://is.gd/KHwjjh About Stone Energy Stone Energy is an independent oil and natural gas company engaged in the acquisition, exploration, exploitation, development and operation of oil and gas properties. The Company has been operating in the Gulf of Mexico Basin since its incorporation in 1993 and have established a technical and operational expertise in this area. The Company has leveraged its experience in the GOM conventional shelf and expanded its reserve base into the more prolific basins of the GOM deep water, Gulf Coast deep gas and the Marcellus and Utica shales in Appalachia. As of Dec. 31, 2015, the Company's estimated proved oil and natural gas reserves were approximately 57 MMBoe or 342 Bcfe. During 2015, approximately 95 MMBoe or 570 Bcfe of the Company's estimated proved reserves were revised downward as a result of lower oil, natural gas and natural gas liquids prices. Stone Energy reported a net loss of $1.1 billion in 2015 following a net loss of $189.54 million in 2014. As of March 31, 2016, Stone Energy had $1.64 billion in total assets, $1.87 billion in total liabilities and a total stockholders' deficit of $225 million. * * * In March 2016, Standard & Poor's lowered its corporate credit rating on U.S.-based oil and gas exploration and production company Stone Energy to 'CCC-' from 'CCC+'. As reported by the TCR on May 23, 2016, Moody's Investors Service downgraded Stone Energy Corporation's Corporate Family Rating (CFR) to Ca from Caa2, Probability of Default Rating (PDR) to Ca-PD from Caa2-PD, and senior unsecured rating to Ca from Caa3. The SGL-4 Speculative Grade Liquidity (SGL) rating was affirmed. The rating outlook remains negative. STONE ENERGY: Intends to Make $29M Notes Interest Payment --------------------------------------------------------- As previously announced on May 16, 2016, Stone Energy Corporation elected to not make an approximate $29 million interest payment that was due on May 15, 2016, with respect to its outstanding 7.50% Senior Notes due 2022. The Company did not make the Interest Payment at that time in order to allow the Company to continue to assess various strategic alternatives to address its liquidity and capital structure, including strategic and refinancing alternatives through a private restructuring, asset sales and a prepackaged or prearranged bankruptcy filing. The indenture governing the 2022 Notes provides a 30-day grace period that extended the latest date for making the Interest Payment to June 14, 2016, before an event of default would have occurred under the indenture. The Company intended to make the Interest Payment on June 14, 2016, and, as a result, will be in compliance with its obligations under the indenture. In addition, on June 13, 2016, the Company made the second borrowing base deficiency payment of approximately $29.2 million pursuant to the terms of that certain Fourth Amended and Restated Credit Agreement, dated as of June 24, 2014, among the Company, certain of the Company's subsidiaries, as guarantors, and the financial institutions party thereto. The Company continues to assess its restructuring alternatives. About Stone Energy Stone Energy is an independent oil and natural gas company engaged in the acquisition, exploration, exploitation, development and operation of oil and gas properties. The Company has been operating in the Gulf of Mexico Basin since its incorporation in 1993 and have established a technical and operational expertise in this area. The Company has leveraged its experience in the GOM conventional shelf and expanded its reserve base into the more prolific basins of the GOM deep water, Gulf Coast deep gas and the Marcellus and Utica shales in Appalachia. As of Dec. 31, 2015, the Company's estimated proved oil and natural gas reserves were approximately 57 MMBoe or 342 Bcfe. During 2015, approximately 95 MMBoe or 570 Bcfe of the Company's estimated proved reserves were revised downward as a result of lower oil, natural gas and natural gas liquids prices. Stone Energy reported a net loss of $1.1 billion in 2015 following a net loss of $189.54 million in 2014. As of March 31, 2016, Stone Energy had $1.64 billion in total assets, $1.87 billion in total liabilities and a total stockholders' deficit of $225 million. * * * In March 2016, Standard & Poor's lowered its corporate credit rating on U.S.-based oil and gas exploration and production company Stone Energy to 'CCC-' from 'CCC+'. As reported by the TCR on May 23, 2016, Moody's Investors Service downgraded Stone Energy Corporation's Corporate Family Rating (CFR) to Ca from Caa2, Probability of Default Rating (PDR) to Ca-PD from Caa2-PD, and senior unsecured rating to Ca from Caa3. The SGL-4 Speculative Grade Liquidity (SGL) rating was affirmed. The rating outlook remains negative. STONE ENERGY: S&P Raises CCR to 'CCC-' on Interest Payment ---------------------------------------------------------- S&P Global Ratings said it raised its corporate credit rating on oil and gas exploration and production company Stone Energy Corp. to 'CCC-' from 'D'. The outlook is negative. S&P also raised the issue-level rating on the company's senior unsecured debt to 'CCC-' from 'D'. The recovery rating is '3', indicating S&P's expectation of meaningful (high end of the 50% to 70% range) recovery if a payment default occurs. The 'CCC-' corporate credit rating reflects the risk that Stone could elect to file for Chapter 11 and/or restructure its debt within the next six months. S&P expects the borrowing base for the company's reserve-based lending facility to decrease in the fall, further pressuring liquidity on top of lower cash flows from operations. S&P also notes that the company has an upcoming $300 million maturity in March 2017, and S&P believes the company would have trouble accessing capital markets to refinance it given current market conditions. S&P assess Stone's liquidity as less than adequate. This reflects S&P's expectation that cash sources will not cover cash uses by 1.2x over the next 12 months. The negative outlook on Stone Energy reflects the likelihood it could file Chapter 11, default on its debt or announce a negotiated debt restructuring given its declining liquidity and the upcoming note maturity in 2017. S&P could lower the rating if Stone defaults or enters into a restructuring under which investors receive less than what was promised on the original securities. S&P could raise the rating if it believes that the company is unlikely to pursue a debt restructuring and that a default is unlikely with the next six months. SUNEDISON INC: ASIC Wants Segregation of Cash Collateral -------------------------------------------------------- Atlantic Specialty Insurance Company ("ASIC") asks the U.S. Bankruptcy Court for the Southern District of New York, to order the segregation of SunEdison, Inc., et al.'s cash collateral and to compel the Debtors to provide adequate protection. ASIC contends that it possesses an interest in the proceeds of several of the Debtors' construction contracts for which ASIC issued surety bonds. It further contends that it issued numerous bonds, in the aggregate amount of $31,014,918, on behalf of the Debtors and non-Debtor affiliates of SunEdison, Inc. to secure the payment and performance obligations under multiple construction projects awarded to the Debtors prior to the commencement of the Debtors' Bankruptcy proceedings. ASIC tells the Court that in exchange for ASIC issuing the Bonds, Indemnitors SunEdison, NVT LLC, and NVT Licenses, LLC executed a General Indemnity Agreement in favor of ASIC. It further told the Court that under the General Indemnity Agreement, the Indemnitors agreed to exonerate, hold harmless, indemnify and keep ASIC indemnified from and against any and all liability for losses, fees, costs, and expenses of any kind of nature, including but not limited to court costs, reasonable attorneys’ fees, accounting and other reasonable outside consulting fees and from and against any such losses and expenses which ASIC may incur or sustain as a result of ASIC's issuance of the Bonds. "Since ASIC's interests in the proceeds of the Debtors' bonded contracts exceed that of any other creditor and it holds rights of equitable subrogation to the receivables on the bonded contracts, ASIC seeks an Order from the Court that the cash collateral derived from bonded contracts... be segregated and adequate protection be provided to ASIC to ensure that the contract funds are used to satisfy the Debtors' obligations under the various bonded contracts," ASIC avers. ASIC relates that it has received Existing Claims in the total amount of $1,123,073, alleging that the Debtors have breached bonded obligations. ASIC notes that three of the Existing Claims exceed the penal sum of ASIC's Bonds. ASIC tells the Court that it is axiomatic that ASIC's liability is limited to the penal sum of the Bond. It further tells the Court that this just underscores the importance of segregation of bonded contract funds to ensure that adequate funds are available for discharge of the Debtors' bonded obligations under their contracts with the bonded project owners and bonded project subcontractors, suppliers and materialmen. Atlantic Specialty Insurance Company is represented by: John E. Sebastian, Esq. Albert L. Chollet III, Esq. WATT, TIEDER, HOFFAR, & FITZGERALD, L.L.P. 10 S. Wacker Drive, Suite 2935 Chicago, IL 60606 Telephone: (312) 219-6900 E-mail: jsebastian@watttieder.com achollet@watttieder.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, 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. SUNRISE REAL: Delays 2014 Form 10-K to Complete New Audit --------------------------------------------------------- Sunrise Real Estate Group, Inc., notified the Securities and Exchange Commission that its Form 10-K for the fiscal year ended Dec. 31, 2014, is delayed. The Company's prior accounting firm, Finesse CPA, P.C. has ceased operation, is no longer registered with the PCAOB and is no longer able to provide its consent to the use of its audit report for 2013, which must accompany the Form 10K for the fiscal year ended Dec. 31, 2014. Therefore, the Company is required by the Securities and Exchange Act of 1934 to conduct a new audit of its financial statements for 2013, even though there would otherwise be no requirement to do so and there are no outstanding comments to the financial statements for 2013 included in the Form 10-K for the fiscal year ended Dec. 31, 2013, from the Securities and Exchange Commission. Such new audit is currently in process. About Sunrise Real Estate Headquartered in Shanghai, the People's Republic of China, Sunrise Real Estate Group, Inc. was initially incorporated in Texas on Oct. 10, 1996, under the name of Parallax Entertainment, Inc. On Dec. 12, 2003, Parallax changed its name to Sunrise Real Estate Development Group, Inc. On April 25, 2006, Sunrise Estate Development Group, Inc., filed Articles of Amendment with the Texas Secretary of State, changing the name of Sunrise Real Estate Development Group, Inc. to Sunrise Real Estate Group, Inc., effective from May 23, 2006. The Company and its subsidiaries are engaged in the property brokerage services, real estate marketing services, property leasing services and property management services in China. Sunrise Real Estate reported a net loss of $1.93 million in 2013 following a net loss of $3.47 million in 2012. As of June 30, 2014, Sunrise Real had $73.1 million in total assets, $72.2 million in total liabilities and $837,000 in total shareholders' equity. Finesse CPA, P.C., in Chicago, Illinois, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has a working capital deficiency, accumulated deficit from recurring net losses for the current and prior years, and significant short-term debt obligations currently in default or maturing in less than one year. These conditions raise substantial doubt about its ability to continue as a going concern. TATOES LLC: Court Issues Final Cash Collateral Order ---------------------------------------------------- Judge Frederick P. Corbit of the U.S. Bankruptcy Court for the Eastern District of Washington, issued his Final Order authorizing Tatoes, LLC, et al., to use cash collateral. Judge Corbit authorized the Debtors to use cash collateral in accordance with the monthly budgets, until the earliest to occur of Nov. 30, 2016, or the confirmation of a Chapter 11 plan in any of the Debtors' cases, and/or dismissal or conversion of any of the Debtors cases, unless terminated at an earlier date and time or extended to a later date and time by a subsequent order of the Court. The monthly budgets provide for expenses such as Wages, Payroll Taxes, Chemicals, Pre-Petition Chemicals Fertilizer, Pre-Petition Fertilizer Application, Fuel and Soil Testing among others. Judge Corbit directed the Debtors to make quarterly interest payments to Rabo AgriFinance ("RAF") as adequate protection. The first quarterly interest payment is due on June 30, 2016 and subsequent quarterly interest payments are due on Sept. 30, Dec. 31 and March 31. The interest payments are calculated using an interest rate of four and one-half percent. The interest will be paid on the outstanding principal amount of RAF's debt as of the date of the bankruptcy filing calculated either as agreed upon by RAF and the Debtor or in an amount set by the Court. A full-text copy of the Final Order, dated May 25, 2016, is available for free at https://is.gd/SSQsz1. About Tatoes, LLC Tatoes, LLC, Wahluke Produce, Inc., and Columbia Manufacturing, Inc., are engaged in farming, packing, storing, and selling potatoes, onions and wheat. Each of the Debtors filed Chapter 11 bankruptcy petitions (Bankr. E.D. Wash. Case Nos. 16-00900, 16-00899 and 16-00898, respectively) on March 21, 2016. Tatoes LLC estimated assets and liabilities in the range of $10 million to $50 million. Wahluke Produce and Columbia Manufacturing estimated assets in the range of $50 million to $100 million and liabilities of up to $100 million. Bailey & Busey LLC serves as counsel to the Debtors. TATOES LLC: Saddle Mountain Claims 1st Priority Lien on 2016 Crops ------------------------------------------------------------------ Saddle Mountain Supply Co., Inc., submitted to the U.S. Bankruptcy Court for the Eastern District of Washington, a reply in support of its claim of first priority in Tatoes, LLC's 2016 potato and onion crops. Saddle Mountain contends that its statutory supplier lien, rather than Rabo AgriFinance Inc.'s replacement lien, is entitled to first priority. It further contends that the Debtor owes an obligation to Saddle Mountain that was incurred to produce Debtor's 2016 crops and that the Debtor owes no such obligation to Rabo. Saddle Mountain asserts that its lien has first priority pursuant to RCW 60.11.050(4). It further asserts that the replacement lien the Debtor proposes to grant to Rabo does not change the result. "Rabo is not extending Debtor a new loan. Thus, Debtor is not 'incurring' any new 'obligation' that would bring Rabo within the ambit of RCW 60.11.050(4)... Should the Court conclude that Rabo is otherwise entitled to first priority, it should subordinate the replacement lien to Saddle Mountain's supplier lien based on the equities of the case pursuant to 11 U.S.C. Section 552(b). Contrary to Rabo's assertions, Section 552(b) squarely authorizes the Court to order such relief. Tellingly, Rabo has not responded to such compelling equitable considerations identified in Saddle Mountain's opening brief. The Court should therefore order that Saddle Mountain has a first-priority lien in Debtor's 2016 crops,” Saddle Mountain argues. Saddle Mountain Supply Co., Inc. is represented by: Thomas T. Bassett, Esq. John T. Drake, Esq. FOREST PEPPER, PLLC 618 West Riverside Avenue, Suite 300 Spokane, WA 99201-5102 Telephone: (509)777-1600 Facsimile: (509)777-1616 E-mail: tom.bassett@foster.com john.drake@foster.com About Tatoes, LLC Tatoes, LLC, Wahluke Produce, Inc., and Columbia Manufacturing, Inc., are engaged in farming, packing, storing, and selling potatoes, onions and wheat. Each of the Debtors filed Chapter 11 bankruptcy petitions (Bankr. E.D. Wash. Case Nos. 16-00900, 16-00899 and 16-00898, respectively) on March 21, 2016. Tatoes LLC estimated assets and liabilities in the range of $10 million to $50 million. Wahluke Produce and Columbia Manufacturing estimated assets in the range of $50 million to $100 million and liabilities of up to $100 million. Bailey & Busey LLC serves as counsel to the Debtors. TC WESTSHORE: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: TC Westshore, LLC dba Rathaus Las Vegas 10175 W. Twain Ave., Suite 130 Las Vegas, NV 89147 Case No.: 16-13277 Chapter 11 Petition Date: June 15, 2016 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. Laurel E. Davis Debtor's Counsel: Zachariah Larson, Esq. LARSON & ZIRZOW, LLC 850 E. Bonneville Ave. Las Vegas, NV 89101 Tel: (702) 382-1170 Fax: (702) 382-1169 E-mail: carey@lzlawnv.com zlarson@lzlawnv.com Estimated Assets: $10 million to $50 million Estimated Debts: $0 to $50,000 The petition was signed by Bobby Sabas, managing member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. TEARN DEVELOPMENT: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Tearn Development LLC 181 Avenue A Bayonne, NJ 07002 Case No.: 16-21672 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: June 15, 2016 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. Stacey L. Meisel Debtor's Counsel: Nicholas Fitzgerald, Esq. FITZGERALD & ASSOCIATES, P.C. 649 Newark Ave Jersey City, NJ 07306 Tel: (201) 533-1100 Fax: (201) 533-1111 E-mail: nickfitz.law@gmail.com Total Assets: $2.25 million Total Liabilities: $2.24 million The petition was signed by Richard Cirminello, partner. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. TENET HEALTHCARE: Egan-Jones Cuts FC Sr. Unsec. Rating to B- ------------------------------------------------------------ Egan-Jones Ratings Company downgraded the foreign currency senior unsecured rating on debt issued by Tenet Healthcare Corp to B- from B on June 3, 2016. Tenet Healthcare Corporation is a multinational investor-owned healthcare services company based in Dallas, Texas. TOYS R US: Moody's Cuts Probability of Default Rating to Caa3 ------------------------------------------------------------- Moody's Investors Service stated that if the exchange offer announced by Toys "R" Us, Inc. on June 14, 2016 proceeds as outlined, it will constitute a distressed exchange, which is an event of default under Moody's definition of default. As a result, the Probability of Default rating is downgraded to Caa3-PD from B3-PD. "We view Toys' proposed exchange as opportunistic and driven by a confluence of factors, and believe it enhances liquidity as it takes two meaningful maturities off the table for the next five years," stated Moody's Vice President Charlie O'Shea. "The company's B3 corporate family rating is unaffected, and it is our expectation that if this exchange closes as outlined in the 8K filed yesterday, the PDR will return to the B3-PD rating level shortly thereafter." Downgrades: Issuer: Toys 'R' US, Inc. -- Probability of Default Rating, Downgraded to Caa3-PD from B3- PD Outlook Actions: Issuer: Toys 'R' Us Property Company I, LLC -- Outlook, Changed To No Outlook From Stable Issuer: Toys 'R' Us Property Company II, LLC -- Outlook, Changed To No Outlook From Stable -- Outlook, Remains Stable Issuer: Toys 'R' Us-Delaware, Inc. -- Outlook, Changed To No Outlook From Stable Affirmations: Issuer: Toys 'R' Us Property Company I, LLC -- Senior Unsecured Bank Credit Facility, Affirmed Caa1(LGD5) Issuer: Toys 'R' Us Property Company II, LLC -- Senior Secured Regular Bond/Debenture, Affirmed Ba3(LGD2) Issuer: Toys 'R' US, Inc. -- Speculative Grade Liquidity Rating, Affirmed SGL-2 -- Corporate Family Rating, Affirmed B3 -- Senior Unsecured Regular Bond/Debenture, Affirmed Caa2(LGD6) Issuer: Toys 'R' US, Inc. (Old) -- Senior Unsecured Regular Bond/Debenture, Affirmed Caa2(LGD6) -- Senior Unsecured Regular Bond/Debenture, Affirmed Caa1(LGD5) Issuer: Toys 'R' Us-Delaware, Inc. -- Senior Secured Bank Credit Facility, Affirmed Ba3(LGD2) -- Senior Secured Bank Credit Facility, Affirmed B3(LGD3) -- Senior Secured Bank Credit Facility, Affirmed B2(LGD3) RATINGS RATIONALE The B3 rating primarily considers Toys' weak, though improving, quantitative credit profile, which is hamstrung by the significant levels of LBO debt that still remain, with improvements in debt/EBITDA to 5.7 times at FYE January 2016 offset to a degree by still-weak EBITA/interest of 1 time. The rating also relies on the company's market position, which while challenged by a formidable set of core competitors such as Walmart, Target, and Amazon, remains a key positive rating factor, as are its relationships with key vendors such as Mattel and Hasbro. Financial sponsor ownership by affiliates of Kohlberg, Kravis, Roberts; Bain Capital, and Vornado is also a rating factor due to the inherent financial policy issues that can arise. The company's good liquidity, reflected in the SGL-2 rating, is another key factor driving the B3 rating. Moody's notes maintenance of the current SGL-2 rating is dependent on the timing of the execution of the upcoming debt maturities. The stable outlook recognizes the significant improvement in Toys' operating performance during 2015, and Moody's expectation that at least current levels of performance will continue regardless of product cycles, as well as our view that consistent with past practice, the company will expeditiously and economically address the upcoming 2017 maturities. Ratings could be upgraded if debt/EBITDA is maintained around current levels with EBITA/interest maintained above 1.25 times. Ratings could be downgraded if debt/EBITDA was sustained above 7 times or if the pending 2017 refinancings are not handled smoothly and economically. Headquartered in Wayne, New Jersey, Toys "R" Us, Inc. is a leading toy retailer, with annual revenues of around $12 billion. TOYS R US: S&P Affirms 'B-' CCR on Proposed Exchange Offer ---------------------------------------------------------- S&P Global Ratings affirmed its ratings on Toys "R" Us Inc. including the 'B-' corporate credit rating. The outlook is stable. The affirmation reflects S&P's view that the proposed exchange is not a distressed exchange for these reasons: -- S&P does not see a conventional default (absent the transaction) in the near to intermediate term given the company's gradually improving performance. -- S&P views the exchanged notes as adequate compensation for the exchanged debt. "The rating on Toys reflects ongoing intense competition from online and large big-box retailers that could result in market share losses, but also modest profit growth with some free operating cash flows over the next few years after capital expenditure (capex) requirements," said credit analyst Robert Schulz. "Considerable asset ownership is largely encumbered by secured debt. Operating efficiency metrics have been improving because of successful restructuring initiatives, but inventory issues still remain a risk. The company remains dependent on the holiday season for a majority of EBITDA and cash flow." The rating outlook on Toys is stable. S&P expects moderate profit growth in 2016 driven by low-single-digit EBITDA growth on modest margin expansion and low-single-digit revenue decline. S&P assumes any positive free operating cash flow will be less than $50 million. S&P assumes the company will act to refinance its secured 2017 maturities over the coming quarters. S&P would lower the rating if what it sees as the risks to Toys' ability to refinance upcoming debt maturities or otherwise sustain its debt capital structure should escalate. The company has significant secured debt maturities in 2017, so continued gradual improvement, including a good performance for the 2016 holiday season, and favorable credit market conditions in the coming year remain important. For example, S&P would likely lower the rating if it thought 2016 EBITDA (before adjustments) would not be at least $650 million or higher in 2016 or if annual cash flow looked to become negative. S&P estimates that a sales decline of more than 3.5% and gross margin compression of around 50 basis points could lead to that scenario. Given the company's weak credit metrics and industry competition, S&P do not expect to consider a higher rating over at least the next year. Nonetheless, S&P would do so if adjusted leverage were in the low-5x area and the company were addressing its secured 2017 maturities. For example, S&P would need to believe the company can reach unadjusted EBITDA in the range of $850 million before an upgrade. This level is considerably above S&P's near-term performance expectations. TRANSCANADA CORP: Egan-Jones Lowers Sr. Unsec. Rating to BB+ ------------------------------------------------------------ Egan-Jones Ratings Company downgraded the foreign currency senior unsecured rating on debt issued by TransCanada Corp to BB+ from BBB on June 3, 2016. TransCanada Corporation is a major North American energy company based in Calgary, Alberta, developing and operating energy infrastructure in North America. TRINITY TEMPLE: Seeks to Hire Teja Shariff as Accountant -------------------------------------------------------- The Trinity Temple Church of God in Christ, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to hire Teja Shariff as its accountant. The Debtor proposes to hire an accountant to prepare tax returns and financial documents in connection with its Chapter 11 case. Mr. Shariff will also provide general accounting services to the Debtor's bankruptcy estate as needed. The fees of Mr. Shariff will not exceed $10,000, without prejudice, to seek an increase, according to court filings. Mr. Shariff does not represent any interest adverse to the Debtor or its estate. The Debtor can be reached through its counsel: Jeffrey M. Sklarz ) Green & Sklarz LLC 700 State Street, Suite 100 New Haven, CT 06511 Tel: (203) 285-8545 Fax: (203) 823-4546 E-mail: jsklarz@gs-lawfirm.com About Trinity Temple The Trinity Temple Church of God in Christ, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the District of Connecticut (New Haven) (Case No. 16-30714) on May 5, 2016. The petition was signed by Charles H. Brewer, III, president. The case is assigned to Judge Julie A. Manning. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. TRONOX LTD: Egan-Jones Cuts FC Sr. Unsec. Rating to CCC ------------------------------------------------------- Egan-Jones Ratings Company lowered the foreign currency senior unsecured rating on debt issued by Tronox Ltd to CCC from B- on June 2, 2016. EJR also lowered the commercial paper rating on the Company to C from B. Tronox Limited is an American worldwide chemical company involved in the titanium products industry. TWIN PEAKS: Court Affirms Order for C. Russell to Remit $441K ------------------------------------------------------------- Judge David Nuffer of the United States District Court for the District of Utah, Central Division, affirmed, in its entirety, the bankruptcy court's decision granting Trustee Duane H. Gillman's summary judgment motion and ruling that Christopher Russell profited in the amount of $441,008.97 from a Ponzi scheme carried out by Debtor Twin Peaks Financial Services, Inc. and MNK Investments. Mr. Russell is ordered to remit $441,008.97, plus pre-judgment interest and post-judgment interest at the federal rate applicable. The appeals case is DUANE H. GILLMAN, as Chapter 7 Trustee, Plaintiff-Appellee, v. CHRISTOPHER RUSSELL aka CHRIST RUSSELL, an individual, Defendant-Appellant, Case No. 2:15-cv-00167-DN, relating to In re: TWIN PEAKS FINANCIAL SERVICES, INC. aka KENNETH C. TEBBS aka MNK INVESTMENTS, INC., and MNK INVESTMENTS, Debtor. A full-text copy of the Memorandum Decision dated June 6, 2016 is available at https://is.gd/syKSHA from Leagle.com. Christopher Russell, Appellant, is represented by Jeffrey Weston Shields, Esq. -- jshields@joneswaldo.com -- JONES WALDO HOLBROOK & MCDONOUGH, Jerome Romero, Esq. -- jromero@joneswaldo.com -- JONES WALDO HOLBROOK & MCDONOUGH & Vincent C. Rampton, Esq. -- vrampton@joneswaldo.com -- JONES WALDO HOLBROOK & MCDONOUGH. Duane H. Gillman, Appellee, is represented by Kenneth L. Cannon, II, DURHAM JONES & PINEGAR, Burton G. Davis, KERN RIVER GAS TRANSMISSION COMPANY, Ian S. Davis, DURHAM JONES & PINEGAR, Jessica G. Peterson, DURHAM JONES & PINEGAR, Michael F. Thomson, DORSEY & WHITNEY & Penrod W Keith, DURHAM JONES & PINEGAR. Bankruptcy Clerk's Office, Notice Party, Pro Se. About Twin Peaks Utah-based Twin Peaks Financial Services, Inc. was placed into involuntary Chapter 11 bankruptcy (Bankr. D. Utah Case No. 07- 25399) on Nov. 9, 2007. Judge Judith A. Boulden presided over the case, which was subsequently converted to Chapter 7 with Duane H. Gillman serving as Chapter 7 Trustee. UNIVERSAL SOFTWARE: Hires J. Edgar Group as Financial Consultant ---------------------------------------------------------------- Universal Software Corporation asks for permission from the U.S. Bankruptcy Court for the District of Massachusetts to employ Peter Pike, CPA, and the financial consulting firm J. Edgar Group, PLLC, as financial consultant and accountant, nunc pro tunc from the Petition Date. The Debtor seeks to employ the Firm to act as its financial consultant and accountant, and to provide ongoing financial consulting services in this case including: (1) assisting senior level management with financial issues relating to bankruptcy case, including preparing post filing budgets; (2) improving financial reporting to provide financial statements in accordance with GAAP, and assist with developing long term budgeting/forecasting functions; (3) assisting the Debtor's counsel by providing financial information on the status of the its finances; (4) assisting with any requests for information and reporting requirements of the Office of the U.S. Trustee; (5) being available on site as needed and easily reachable by phone or cell phone in order to coordinate activity; (6) continuing to act as CFO for the Debtor; and (7) preparing all federal and state tax returns for the Debtor. The Firm will be paid at these hourly rates: Peter Pike, CPA, Partner & Senior Manager $250 Staff Accountant John Edgar $85 Peter Pike, CPA, financial consultant and partner at the Firm, assures the Court that the Firm is a "disinterested person" as that term is defined in 11 U.S.C. Section 101(14). The Firm can be reached at: Peter F. Pike, CPA, CFO Partner CFO Services J. Edgar Group, PLLC 1361 Elm Street, Suite 308 Manchester, NH 03101 Cel: (603) 205-0640 Office Direct: 792-3201 Fax: (603) 606-5165 E-mail: ppike@jedgarcfo.com About Universal Software Universal Software Corporation filed for Chapter 11 protection (Bankr. D. Mass. Case No. 16-40872) on May 18, 2016. The petition was signed by Kishore Deshpande, president. The Hon. Christopher J. Panos presides over the case. The Debtor estimated assets of $1 million to $10 million and estimated liabilities of $1 million to $10 million. UPPER DECK: Hasbro Settlement Agreement Approved ------------------------------------------------ U.S. Bankruptcy Judge Stuart Bernstein has approved the Settlement Agreement between Loes A. van Kooten-Hendriks, as Insolvency Administrator and Foreign Representative of Upper Deck International B.V., the Debtor's secured creditor, the brokers, and Hasbro, Inc. The Foreign Representative relates that prior to the commencement of the Chapter 15 proceeding, the Debtor and Hasbro entered into an Underlying Agreement that, upon and subject to certain conditions and limitations, triggered certain rights to payment. She further relates that a dispute arose over whether and to the extent such conditions and limitations applied and as to the amount owed, and as to the effects of the Dutch Insolvency Proceeding and events related thereto upon the Underlying Agreement. The Foreign Representative asserts that the Settlement Agreement would resolve all of these matters. The Settlement Agreement will enable payment by Hasbro of the amount the Foreign Representative believes is or would become due from Hasbro in respect of the Underlying Agreement. She further tells the Court that the proceeds will be paid directly to the Secured Creditor to satisfy the Debtor's Dutch bankruptcy estate obligations to the Secured Creditor. In exchange, all parties will give and receive broad releases from each other, with the exception of compliance with their obligations under the Settlement Agreement. "The Settlement Agreement permits the Foreign Representative to realize value on account of Hasbro's payment obligations, avoiding costly litigation regarding the existence and extent of those obligations. Payment would be made in exchange for releases by the Parties, which will provide finality and closure to the long-running disputes. In addition, as the Settlement Agreement would monetize the last-known assets of UDI within the territorial jurisdiction of the United States, the Foreign Representative will be in a position to close these Chapter 15 proceedings once payments under the Settlement Agreement are made. Approval of the Settlement Agreement by this Court is an express condition to the effectiveness of the Settlement Agreement and is a requirement by Hasbro for its willingness to settle, the Foreign Representative contends. Loes A. van Kooten-Hendriks, in her capacity as Foreign Representative and Insolvency Administrator of Upper Deck International B.V., is represented by: D. Farrington Yates, Esq. Oscar N. Pinkas, Esq. DENTONS US LLP 1221 Avenue of the Americas New York, NY 10020 Telephone: (212)768-6700 Facsimile: (212)768-6800 E-mail: farrington.yates@dentons.com oscar.pinkas@dentons.com About Upper Deck Upper Deck International B.V., aka Upper Deck Europe B.V., the European arm of the sports trading-card company, is in insolvency proceedings in The Netherlands. Loes A. van Kooten-Hendriks, serves as Insolvency Administrator and putative foreign representative of Upper Deck International B.V. On Oct. 18, 2012, the foreign representative filed a petition under Chapter 15 of the Bankruptcy Code for recognition of the foreign proceeding. The foreign representative is represented in the U.S. case by David Farrington Yates, Esq., and Oscar N. Pinkas, Esq., at SNR Denton US LLP. Bankruptcy Judge Stuart M. Bernstein oversees the case. UDI was in the business of, inter alia, publishing, producing and distributing, as well as wholesale trading in, sports and amusement cards and stickers, in particular collectable trading cards, and acquiring capitalizing upon patents, trade names and trademarks. The Debtor is estimated to have at least US$50 million in assets and liabilities up to US$50,000. Judge Stuart M. Bernstein presides over the Chapter 15 case. US CELLULAR: Egan-Jones Hikes FC Sr. Unsecured Rating to BB+ ------------------------------------------------------------ Egan-Jones Ratings Company raised the foreign currency senior unsecured rating on debt issued by United States Cellular Corp to BB+ from BB- on June 2, 2016. United States Cellular Corporation provides wireless telecommunications services in the United States. VENCORE INC: Loan Upsize Plan No Impact on Moody's B3 CFR --------------------------------------------------------- Moody's Investors Service has said that Vencore Inc.'s plan to upsize its pending dividend and term loan add-on transaction has no effect on the company's ratings (Corporate Family Rating B3, first lien B1-LGD2, second lien Caa1-LGD5) or stable rating outlook. Vencore, Inc. provides advanced systems engineering and integration ("SE&I") services to U.S. government intelligence agencies, as well as training, logistics and life-cycle management capabilities across the US Department of Defense. Revenues were about $1.2 billion for 2015. The company is majority-owned by entities of Veritas Capital. WARNER MUSIC: Extends Maturity of Credit Facility to April 2021 --------------------------------------------------------------- WMG Acquisition Corp., an indirect, wholly-owned subsidiary of Warner Music Group Corp., received unanimous lender consent to an amendment to the credit agreement, dated Nov. 1, 2012, governing the Company's senior secured revolving credit facility with Credit Suisse AG, as administrative agent, and the other financial institutions and lenders from time to time party thereto. The Revolving Credit Agreement Amendment became effective on June 13, 2016. The Revolving Credit Agreement Amendment (among other changes): (i) extends the maturity date of the Revolving Credit Facility to April 1, 2021, provided that in the event that more than $400 million aggregate principal amount of term loans under the Company's term loan credit agreement, dated Nov. 1, 2012, governing the Company's term loan facility with Credit Suisse AG, as administrative agent and the loan parties and lenders party thereto and the Company's 6.0% U.S. dollar and 6.25% Euro senior secured notes due 2021 are outstanding on March 2, 2020, the maturity date will be extended to April 1, 2020; and (ii) replaces the financial covenant with a flat senior secured leverage ratio (with no step-down), applicable only when the revolver is drawn in excess of a certain amount at the end of a quarter. A copy of the Revolving Credit Agreement Amendment is available for free at https://is.gd/a5gBgS About Warner Music Group Based in New York, Warner Music Group Corp. (NYSE: WMG) -- http://www.wmg.com/-- was formed by a private equity consortium of investors on Nov. 21, 2003. The Company is the direct parent of WMG Holdings Corp., which is the direct parent of WMG Acquisition Corp. WMG Acquisition Corp. is one of the world's major music-based content companies and the successor to substantially all of the interests of the recorded music and music publishing businesses of Time Warner Inc. The Company classifies its business interests into two fundamental operations: Recorded Music and Music Publishing. The Company's Recorded Music business primarily consists of the discovery and development of artists and the related marketing, distribution and licensing of recorded music produced by such artists. The Company's Music Publishing operations include Warner/Chappell, its global Music Publishing company, headquartered in New York with operations in over 50 countries through various subsidiaries, affiliates and non-affiliated licensees. In May 2011, Warner Music Group Corp. and Access Industries, the U.S.-based industrial group, announced the execution of a definitive merger agreement under which Access Industries will acquire WMG in an all-cash transaction valued at $3.3 billion. The purchase includes WMG's entire recorded music and music publishing businesses. On July 20, 2011, the Company notified the New York Stock Exchange, Inc., of its intent to remove the Company's common stock from listing on the NYSE and requested that the NYSE file with the SEC an application on Form 25 to report the delisting of the Company's common stock from the NYSE. On July 21, 2011, in accordance with the Company's request, the NYSE filed the Form 25 with the SEC in order to provide notification of that delisting and to effect the deregistration of the Company's common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. On August 2, 2011, the Company filed a Form 15 with the SEC in order to provide notification of a suspension of its duty to file reports under Section 15(d) of the Exchange Act. The Company continues to file reports with the SEC pursuant to the Exchange Act in accordance with certain covenants contained in the instruments governing the Company's outstanding indebtedness. Warner Music reported a net loss attributable to the Company of $91 million on $2.96 billion of revenues for the fiscal year ended Sept. 30, 2015, compared to a net loss attributable to the Company of $308 million on $3.02 billion of revenues for the fiscal year ended Sept. 30, 2014. As of March 31, 2016, Warner Music had $5.48 billion in total assets, $5.25 billion in total liabilities and $234 million in total equity. * * * As reported by the TCR on Oct. 23, 2015, Standard & Poor's Ratings Services lowered its corporate credit rating on New York City-based Warner Music Group Corp. (WMG) to 'B' from 'B+'. "The downgrades reflect our expectations that WMG's adjusted leverage will remain elevated for the next two years -- above our 5x threshold for the 'B+' corporate credit rating," said Standard & Poor's credit analyst Naveen Sarma. WHISTLER ENERGY II: Seeks to Hire TDF Partners, Designate CRO ------------------------------------------------------------- Whistler Energy II, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire TDF Partners, LLC and designate Richard DiMichele as its chief restructuring officer. Mr. DiMichele, a partner at TDF, will provide these services: (a) acting as Debtor's CRO until further order of the court; (b) exercising authority to manage the non-operational business affairs of Debtor; (c) assisting the Debtor in the preparation of cash requirements, cash forecasts and financial projections; (d) making recommendations to the Debtor's board of directors concerning various alternatives in eliminating costs; (e) providing advice on the formulation and, if requested, the execution of overall strategy and alternatives for maximizing the value of the Debtor; (f) assisting in negotiations with lenders, creditors and other parties; (g) making efforts to present to the U.S. trustee all Information required for the Initial Debtor Conference; (h) making efforts to assist the Debtor's bankruptcy counsel in preparing and filing schedules, statements of financial affairs, amendments thereto, and monthly operating reports on a timely basis; (i) causing the Debtor to pay all U.S. trustee quarterly fees on a timely basis; and (j) attending court hearings, depositions, and similar meetings in connection with the Debtor's affairs. The Debtor will pay the firm for the services of Mr. DiMichele and any additional TDF personnel at these hourly rates: Chief Restructuring Officer $675 Partner/Managing Director $675 Principal/Director $375 - $550 Associate/Analyst $200 - $350 Aside from professional fees, the firm will also receive reimbursement for work-related expenses. In a court filing, Mr. DiMichele disclosed that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through its counsel: Richard DiMichele TDF Partners, LLC 3355 W. Alabama # 1177 Houston, TX 77098 About Whistler Energy II Romfor Supply Company, Adriatic Marine, L.L.C., Hydra Ops, LLC, Scientific Drilling, and Patterson Services, Inc., filed an involuntary Chapter 11 petition against alleged debtor, Houston, Texas-based Whistler Energy II, LLC (Bankr. E.D. La. Case No. 16-10661) on March 24, 2016. Judge Jerry A. Brown presides over the case. The Petitioners are represented by Stewart F. Peck, Esq., who has an office in New Orleans, Louisiana. WHISTLER ENERGY II: Taps UpShot Services as Claims Agent -------------------------------------------------------- Whistler Energy II, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire UpShot Services LLC as its claims, noticing and balloting agent. The Debtor tapped the firm to provide these services: (a) prepare and serve required notices and documents; (b) maintain an official copy of the Debtor's schedules of assets and liabilities and statement of financial affairs; (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; (d) furnish a notice to all potential creditors of the last date for filing proofs of claim and a form for filing a proof of claim, and notify them of the existence, amount, and classification of their claims; (e) maintain a post office box or address for receiving claims and returned mail; (f) for all notices, motions, orders or other pleadings or documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service within seven business days of service; (g) process all proofs of claim received; (h) maintain the official claims register for the Debtor; (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 such transfers; (k) relocate all of the court-filed proofs of claim to UpShot's offices, not less than weekly; (l) assist the Debtor and the professionals it hired with such other tasks, duties and projects they deem necessary to the overall operation of its case; (m) upon completion of the docketing process for all claims received to date, turn over to the Clerk copies of the claims registers for review; (n) monitor the court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on or changes to the claims register; (o) assist in the dissemination of information to the public and respond to requests for administrative information regarding the case as directed by the Debtor or the court; (p) if the case is converted to Chapter 7, contact the Clerk's Office within three days of the notice to UpShot of entry of the order converting the case; (q) 30 days prior to the close of the case, request that the Debtor submit to the court a proposed order dismissing UpShot and terminating its services upon completion of its duties and upon the closing of the case; (r) within seven days of notice to UpShot of entry of an order closing the case, provide to the court the final version of the claims register as of the date immediately before the close of the case; and (s) at the close of the case, 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. UpShot will be paid for its services at these hourly rates: Clerical $30 Case Assistant $65 Case Consultant $125 Case Director $175 Aside from professional fees, the firm will also receive reimbursement for work-related expenses. Travis Vandell, chief executive officer of UpShot, 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: Travis K. Vandell UpShot Services LLC 8269 E. 23rd Ave, Suite 275 Denver, Colorado 80238 tvandell@upshotservices.com About Whistler Energy II Romfor Supply Company, Adriatic Marine, L.L.C., Hydra Ops, LLC, Scientific Drilling, and Patterson Services, Inc., filed an involuntary Chapter 11 petition against alleged debtor, Houston, Texas-based Whistler Energy II, LLC (Bankr. E.D. La. Case No. 16-10661) on March 24, 2016. Judge Jerry A. Brown presides over the case. The Petitioners are represented by Stewart F. Peck, Esq., who has an office in New Orleans, Louisiana. WINDSTREAM SERVICES: CS&L Stake Sale No Impact on Moody's B1 CFR ---------------------------------------------------------------- Moody's Investors Service said that Windstream Services, LLC recent announcement that it would monetize 50% of its ownership in Communications Sales & Leasing ("CS&L"), raising $309 million is credit positive but does not impact its ratings. The proceeds of the transaction will be used to pay down a portion of the outstanding balance on the company's revolving credit facility. Although Windstream's ratings will not immediately be affected, the transaction favorably impacts the company's credit profile by improving its liquidity position. Moody's also expects Windstream to monetize its remaining stake in CS&L before April of 2017 with 100% of the proceeds used for debt reduction. With approximately $370 million of unsecured notes due in November of 2017, the flexibility provided by a combination of enhanced liquidity and the opportunity to further monetize its CS&L assets mitigates considerable risk related to Windstream's maturity profile. RATINGS RATIONALE Windstream's B1 corporate family rating reflects its scale as a national wireline operator with a stable, predictable base of recurring revenues, offset by high leverage, a declining top line and margin pressure. The rating incorporates Moody's view that Windstream's leverage will remain around 5x Debt to EBITDA (Moody's Adjusted) for the next several years. Moody's believes that Windstream faces a continued erosion of EBITDA and cash flows as a result of prior underinvestment. Moody's expects EBITDA to decline in the low single digit percentage range for the next several years, although some of this impact could be offset by expense reduction or the benefits of greater investment into the consumer segment. Windstream Services, LLC, (formerly known as Windstream Corporation) is a pure-play wireline operator headquartered in Little Rock, AR. The company was formed by a merger of Alltel Corporation's wireline operations and Valor Communications Group in July 2006. Windstream has continued to grow through acquisitions and, following the acquisition of PAETEC Holding Corp. ("PAETEC") in 2011, Windstream provides services in 48 states. In April of 2015, Windstream contributed certain assets to a newly-formed, separate REIT entity named Communications Sales & Leasing Inc. The REIT was spun-off to shareholders in a tax-free transaction which included a debt-for-debt exchange and resulted in a material reduction in financial debt at Windstream. As part of the transaction, Windstream entered into a long term lease agreement with CS&L that provides for Windstream's exclusive use of the contributed assets for a period of at least 15 years. ZERGA PHIN-KER: Wants Aug. 19 as Exclusive Solicitation Deadline ---------------------------------------------------------------- Zerga Phin-Ker LP asks the U.S. Bankruptcy Court for the Eastern District of Texas to extend its exclusive time to confirm a plan of liquidation to Aug. 19, 2016. The Debtor tells the Court that while the initial milestones set forth in the final DIP financing court order anticipated exiting bankruptcy in July, unforeseen circumstances have extended that period for approximately 4 to 8 weeks. The ability to adequately disclose creditor treatment to properly solicit under 11 U.S.C. Section 1121 would be impaired. Further if the Debtor's were to run out of exclusivity before it could finalize its stalking horse and bid procedures, competing plans could devalue the Debtor's property and chill bidding, harming the estate. The Debtor was able reach an agreement with its post-petition lender on the terms and amount of the final DIP financing. The Court approved the DIP financing on a final basis and a final court order on the DIP financing motion was entered on Feb. 26, 2016. Based on the amount of DIP financing, the Debtor has determined that a disposition of its assets is necessary to maximize available value. The Debtor has agreed to certain milestone dates with the DIP Lender to accommodate an orderly marketing and sale of the facilities as well as the timing of filing and confirming a plan. On April 21, 2016, the Debtor filed its Disclosure Statement in support of its Chapter 11 Plan of Liquidation dated April 21, 2016, and its Chapter 11 Plan of Liquidation dated as of April 21, 2016. The Disclosure Statement was originally set for hearing for June 15, 2016, at 2:00 p.m. On June 14, 2016, the Court granted the Debtor's motion seeking a continuance of the Disclosure Statement hearing and continued same to July 12, 2016, at 2:00 p.m. In the event the Debtor's and its stalking horse bidder can file the motion to approve bid procedures shortly, the Debtor intends to seek a hearing thereon concurrently with the hearing to approve the Disclosure Statement to save travel expense and attorneys fees. Since the filing of the Plan, the Debtor has been diligently negotiating with various interested parties to select a stalking horse bidder. Those negotiations continue and, due to circumstances beyond the Debtor's control, the stalking horse asset purchase agreement is not yet ready to execute and file with a motion to sell. The Court has set July 12, 2016, as the date to approve the Disclosure Statement, which is in line with the anticipated date for filing a motion to sell substantially all of the Debtor's assets and approve bidding procedures. This extension provides the Debtor's time to close and confirm the plan the next month, preserving value for the estate. The proposed extended deadline is agreeable to both the DIP Lender and indenture trustee. The counsel for the Debtor can be reached at: Vickie L. Driver, Esq. Emily S. Chou, Esq. Lewis Brisbois Bisgaard & Smith, LLP 2100 Ross Avenue, Suite 2000 Dallas, Texas 75201 Tel: (214) 722-7100 Fax: (214) 722-7111 E-mail: vickie.driver@lewisbrisbois.com emily.chou@lewisbrisbois.com About Zerga Phin-Ker Zerga Phin-Ker LP is engaged in the acquisition, construction, and development of two healthcare facilities located in Longview, Texas. The development is generally known as Parkview on Hollybrook and consists of two separate healthcare facilities: an independent living facility, and an assisted living and memory care facility. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. E.D. Tex. Case No. 15-42087) on Nov. 20, 2015. The petition was signed by Jerry Green as co-president. The Debtor estimated both assets and liabilities in the range of $10 million to $50 million. Lewis Brisbois Bisgaard & Smith LLP represents the Debtor as counsel. Judge Brenda T. Rhoades is assigned to the case. [*] Thomas Horan to Head Shaw Fishman's New Delaware Office ----------------------------------------------------------- Shaw Fishman Glantz & Towbin LLC on June 16 disclosed that it will open a new office in Delaware, bringing the sophistication, efficiency and value of the nation's premier bankruptcy boutique to a critically important state. The new office of the Chicago-headquartered firm will be led by highly respected bankruptcy attorney, Thomas M. Horan, who most recently practiced in the Wilmington office of AmLaw 200 firm Womble Carlyle. "The opening of a Wilmington office is a natural progression for Shaw Fishman, as we see significant value in our offerings and approach that will successfully translate to the nation's busiest bankruptcy venue," said Robert Fishman, co-chair of the firm's Bankruptcy, Reorganization, and Creditors' Rights practice. "We've had our eyes on the Delaware market for a long time, and believe that having our proven experience, sophistication and value on the ground in Delaware will be an asset to the marketplace." Mr. Horan has a well-established practice representing debtors, official committees of unsecured creditors, and other clients in complex Chapter 11 proceedings. His wide-ranging bankruptcy experience also includes representing parties in preference, fraudulent transfer, and turnover litigation. Mr. Horan sits on the Board of Directors of the American Bankruptcy Institute. "This is a once-in-a-career opportunity to be part of such an important expansion for a firm so well-known in the business bankruptcy and restructuring industry," said Mr. Horan. "Shaw Fishman's reputation in the bankruptcy space is unmatched, and I'm thrilled at the opportunity to collaborate with some of the industry's brightest minds to service the needs of businesses in Delaware bankruptcy cases." Boasting two past presidents of the American Bankruptcy Institute and three Fellows of the American College of Bankruptcy, Shaw Fishman's bankruptcy lawyers have the professional leadership background and practical courtroom skills usually found at only the largest law firms. Its sophisticated bankruptcy practice utilizes a combination of highly skilled attorneys and boutique firm efficiencies to provide clients with outstanding service at a tremendous value. The firm has handled Chapter 7, Chapter 11, and Chapter 15 bankruptcy and reorganization cases, out-of-court restructurings, receiverships, and assignments for the benefit of creditors, involving billions of dollars in assets, and a wide variety of complex bankruptcy litigation matters. About Shaw Fishman Since its founding in 1988, Shaw Fishman Glantz & Towbin LLC has served major corporations and small businesses alike with a rare combination of sophistication and responsiveness. With many lawyers who have practiced at major firms before joining Shaw Fishman, the firm has developed nationally recognized practices in three specific areas of law: commercial bankruptcy and restructuring, commercial litigation, and real estate. [^] BOOK REVIEW: Oil Business in Latin America: The Early Years --------------------------------------------------------------- Author: John D. Wirth Ed. Publisher: Beard Books Softcover: 282 pages List price: $34.95 Review by Gail Owens Hoelscher Buy a copy for yourself and one for a colleague on-line at http://is.gd/DvFouR This book grew out of a 1981 meeting of the American Historical Society. It highlights the origin and evolution of the state- owned petroleum companies in Argentina, Mexico, Brazil, and Venezuela. Argentina was the first country ever to nationalize its petroleum industry, and soon it was the norm worldwide, with the notable exception of the United States. John Wirth calls this phenomenon "perhaps in our century the oldest and most celebrated of confrontations between powerful private entities and the state." The book consists of five case studies and a conclusion, as follows: * Jersey Standard and the Politics of Latin American Oil Production, 1911-30 (Jonathan C. Brown) * YPF: The Formative Years of Latin America's Pioneer State Oil Company, 1922-39 (Carl E. Solberg) * Setting the Brazilian Agenda, 1936-39 (John Wirth) * Pemex: The Trajectory of National Oil Policy (Esperanza Duran) * The Politics of Energy in Venezuela (Edwin Lieuwen) * The State Companies: A Public Policy Perspective (Alfred H. Saulniers) The authors assess the conditions at the time they were writing, and relate them back to the critical formative years for each of the companies under review. They also examine the four interconnecting roles of a state-run oil industry and distinguish them from those of a private company. First, is the entrepreneurial role of control, management, and exploitation of a nation's oil resources. Second, is production for the private industrial sector at attractive prices. Third, is the integration of plans for military, financial, and development programs into the overall industrial policy planning process. Finally, in some countries is the promotion of social development by subsidizing energy for consumers and by promoting the government's ideas of social and labor policy and labor relations. The author's approach is "conceptual and policy oriented rather than narrative," but they provide a fascinating look at the politics and development of the region. Mr. Brown provides a concise history of the early years of the Standard Oil group and the effects of its 1911 dissolution on its Latin American operations, as well as power struggles with competitors and governments that eventually nationalized most of its activities. Mr. Solberg covers the many years of internal conflict over oil policy in Argentina and YPF's lack of monopoly control over all sectors of the oil industry. Mr. Wirth describes the politics and individuals behind the privatization of Brazil's oil industry leading to the creation of Petrobras in 1953. Mr. Duran notes the wrangling between provinces and central government in the evolution of Pemex, and in other Latin American countries. Mr. Lieuwin discusses the mixed blessing that oil has proven for Venezuela., creating a lopsided economy dependent on the ups and downs of international markets. Mr. Saunders concludes that many of the then-current problems of the state oil companies were rooted in their early and checkered histories." Indeed, he says, "the problems of the past have endured not because the public petroleum companies behaved like the public enterprises they are; they have endured because governments, as public owners, have abdicated their responsibilities to the companies." Jonh D. Wirth is Gildred Professor of Latin American Studies at Standford University. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2016. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***