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/raid1/www/Hosts/bankrupt/TCR_Public/160620.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, June 20, 2016, Vol. 20, No. 172 Headlines ABENGOA BIOENERGY: Court Approves KEIP & 2016 Incentive Plan ADVANCED INTEGRATION: Moody's Assigns B2 Corporate Family Rating AEROGROW INTERNATIONAL: Incurs $19.6M Net Loss in Fiscal 2016 ALEXZA PHARMACEUTICALS: Common Stock Delisted from NASDAQ ALEXZA PHARMACEUTICALS: Files 2015 Conflict Minerals Report ALEXZA PHARMACEUTICALS: Lansdowne Has 7.96% Stake as of June 16 ALLY FINANCIAL: Presented at Morgan Stanley Conference ALORICA INC: Moody's Affirms B1 CFR on $100MM Shift to Term Loan B AMBITEK INDUSTRIAL: Wants Plan Filing Period Extended for 7 Days AMERICAN COMMERCE: Incurs $245,000 Net Loss in Fiscal 2016 AMSURG CORP: Moody's Reviews B1 Corp Family Rating for Downgrade ARCH COAL: Deadline for Disclosures Approval Moved to June 23 ARCH COAL: Files Amended Plan of Reorganization ASCENT RESOURCES: S&P Affirms 'CCC' CCR, Outlook Negative BEAR CREEK: Taps O'Keefe & Associates as Financial Advisor BEAR METALLURGICAL: Appoints KCC as Notice and Claims Agent BEAR METALLURGICAL: Employs Stoneleigh Group as Financial Advisor BEAR METALLURGICAL: Hires McDonald Hopkins as Bankruptcy Counsel BEAR METALLURGICAL: Judge Orders Joint Administration of Cases BEAR METALLURGICAL: Parent Agrees to Provide $12 Million DIP Loan BEAR METALLURGICAL: Proposes Aug. 4 as Bid Submission Deadline BEAR METALLURGICAL: Taps Cohen & Grigsby as Bankruptcy Counsel BEAR METALLURGICAL: Taps Cohen & Grigsby as Local Counsel BEAR METALLURGICAL: Taps Kurtzman Carson as Claims Agent BEAR METALLURGICAL: Taps McDonald Hopkins as Legal Counsel BEAR METALLURGICAL: Taps Stoneleigh Group as Financial Advisor BELK INC: Bank Debt Trades at 18% Off BENCH AND BAR: Seeks to Hire Nathan Borris as Attorney BON-TON STORES: Nine Directors Elected at Annual Meeting BON-TON STORES: Terminates Shares Offering Under Retirement Plan BONANZA CREEK: Marvin Chronister Quits as Directors CABLEVISION SYSTEMS: Moody's Cuts Corporate Family Rating B1 CAESARS ENTERTAINMENT: Judge Approves Stay of Guarantee Actions CASCADES INC: S&P Raises CCR to 'BB-', Outlook Stable CCH JOHN EAGAN: Wants Plan Filing Period Extended to July 15 CEC ENTERTAINMENT: Bank Debt Trades at 3% Off CHAPARRAL ENERGY: Company Presentation and Projections Filed CLIFFS NATURAL: Plans to Sell $300 Million Common Shares COMBIMATRIX CORP: Perkins Capital Reports 4% Stake as of May 31 COSTA DORADA APARTMENTS: Taps Hilco Real Estate as Broker CUSTOM ECOLOGY: S&P Lowers Rating to CCC+ on Covenant Violation CYTORI THERAPEUTICS: Closes Rights Offering for $17M Proceeds DISPOSAL TEJAS: Seeks Approval to Hire Billy Boone to Sell Assets DORAL DENTAL: Wants Exclusivity Period Extended to Oct. 17 DRAW ANOTHER CIRCLE: Files Voluntary Ch. 11 Bankruptcy Petition DYNCORP INT'L: Moody's Ups CFR to Caa2 on Debt Exchange Completion DYNEGY INC: S&P Affirms 'B+' CCR on Acquisition of Engie Assets E Z MAILING: Seeks to Extend Chris Carey Employment for 2 Months ELBIT IMAGING: Announces Notes Buyback ELBIT IMAGING: Insightec Authorized to Grant 7.1M Options to CEO ELEPHANT TALK: Closes $3.5 Million Units Offering ELITE PHARMACEUTICALS: Delays Filing Fiscal 2016 Annual Report ELITE PHARMACEUTICALS: Incurs $10-Mil. Net Loss in Fiscal 2016 ENVISION HEALTHCARE: Moody's Puts B1 CFR Under Review for Downgrade EPICENTER PARTNERS: U.S. Trustee Forms 5-Member Committee ETERNAL ENTERPRISES: Hires Shipkevich as Bankruptcy Counsel FAIRWAY GROUP: Wins Approval of Prepackaged Restructuring Plan FEDERAL-MOGUL CORP: Bank Debt Trades at 3% Off FIELDWOOD ENERGY: S&P Raises CCR to 'CCC', Outlook Negative FINJAN HOLDINGS: Set to Join Russell Microcap Index FIREBIRD ENTERPRISES: U.S. Trustee Unable to Appoint Committee FIRST EAGLE: Modest Debt Upsizing No Impact on Moody's Ba1 CFR FIRST EVANGELIST HOUSING: Taps Crescent Sun to Inspect Properties FORTESCUE METALS: Bank Debt Trades at 6% Off FREESEAS INC: Comments on Havensight "Misleading" Press Release FREESEAS INC: Terminates M/V Fiorello Bareboat Hire Agreement FUNCTION (X) INC: Inks Second Note Exchange Agreement with MGT FUNCTION(X) INC: CEO Reports 67.6% Equity Stake as of June 8 GATES GROUP: Bank Debt Trades at 3% Off GAWKER MEDIA: Founder Nick Denton Confident of Company's Future GAWKER MEDIA: Meeting to Form Creditors' Panel Set for June 24 GELTECH SOLUTIONS: Issues President $125,000 Convertible Note GENESIS HEALTHCARE: S&P Raises Rating on 1st Lien Loan to 'B' GENIUS BRANDS: Issues Shareholders June 2016 Letter GLOBAL BRASS: S&P Assigns 'BB-' Rating on New $320MM Sr. Sec. Loan HANCOCK FABRICS: Ward and Smith Represents Triple B, South Park HEAVENLY VISION: Exclusive Plan Filing Deadline Moved to July 27 HENRY PARKS: Hires Felden & Felden as Counsel HERCULES OFFSHORE: K&E, W&C, Klehr Represent 1st Lien Lenders HOLLY RIDGE: Hires Broege Neumann as Counsel HORSEHEAD HOLDING: Creditors' Panel Hires Hehn as Special Counsel ICONIX BRAND: S&P Revises Outlook to Negative & Affirms 'B' CCR IDERA PHARMACEUTICALS: Stockholders Elect Three Directors J. CREW: Bank Debt Trades at 26% Off JADE WINDS: Wants Exclusive Plan Filing Deadline Moved to Sept. 13 JESUS CARES PRESCHOOL: Hires Buddy Ford as Counsel JOYUDA SEA FOOD: Hires Michael Marcus as Accountant KEY ENERGY: S&P Lowers CCR to 'CC' on Restructuring Support Deal KJZ SUNRISE: U.S. Trustee Unable to Appoint Committee L BRANDS: Fitch Releases Amended Press Release LABORATORIO ACROPOLIS: Hires Irizarry as Counsel LANAI HOLDINGS III: Moody's Lowers Corporate Family Rating to B3 LANGUAGE LINE: S&P Affirms 'B' CCR, Outlook Remains Stable LAREDO HOUSING: S&P Revises Outlook on 'B' Rating to Negative LEN-TRAN INC: Seeks to Hire Hill Barth as Accountant LHP HOSPITAL: S&P Raised CCR to 'B', Then Subsequently Withdrawn LIFEPOINT HEALTH: Fitch Affirms 'BB' IDR, Outlook Stable LIGHTSTREAM RESOURCES: S&P Cuts CCR to D on Missed Interest Payment LIME ENERGY: Hikes Heritage Bank Credit Facility to $10-Mil. LINDEN & ASSOCIATES: Taps McDonald Carano as Legal Counsel LOCAL CORP: Seeks Chapter 11 Case Dismissal LOLETA CHEESE: Ch.11 Trustee Taps Dentons US as Legal Counsel LONGVIEW INTERMEDIATE: Moody's Affirms 'B2' Loan Rating M SPACE: Gordon Brothers to Dispose Assets of Business MAXUS ENERGY: Case Summary & 20 Largest Unsecured Creditors MAXUS ENERGY: Files for Bankruptcy Protection in Delaware MAXUS ENERGY: Seeks Joint Administration of Cases MBIA INSURANCE: S&P Lowers Financial Strength Rating to 'CCC' MEDIASHIFT INC: Exclusive Plan Filing Period Extended to Sept. 26 MERITAGE HOMES: Fitch Affirms 'BB-' IDR & Revises Outlook to Pos. MERRIMACK PHARMACEUTICALS: Stockholders Elect Nine Directors MGM RESORTS: Hosted Analyst and Investor Day MIG LLC: Bayard Represents Shenton Park & Liquidator of Caucuscom MOBIVITY HOLDINGS: Talkot Fund Reports 7.7% Stake as of June 14 MONAKER GROUP: Errors Found in 2015 Financial Statements MTS SYSTEMS: S&P Assigns 'BB-' CCR, Outlook Stable N. KASAPMU: U.S. Trustee Unable to Appoint Committee NEIMAN MARCUS: Bank Debt Trades at 10% Off NELSON SERVICE: Amends Application for Beasley Allen Employment NELSON SERVICE: Amends Application for Roger Bedford Employment NET ELEMENT: Stockholders Elect Six Directors NORTEL NETWORKS: Milbank, Pachulski Represent Bondholders Group OMINTO INC: Appoints Interim Chief Financial Officer ON ASSIGNMENT: S&P Revises Outlook to Stable & Affirms 'BB' CCR PEAK WEB: Seeks to Hire Tonkon Torp as General Counsel PHILLIPS-MEDISIZE CORP: Incremental Loan No Impact on Moody's CFR PHOENIX BRANDS CANADA: Case Summary & 20 Largest Top Creditors POSITIVEID CORP: Dominion & M2B's Notes Convertible to 9.9% Stake PREMIER EXHIBITIONS: Assigns Rights Under Fox License Agreement PREMIER EXHIBITIONS: Michael Evans Quits as Director QUANTUM MATERIALS: Appoints Sri Peruvemba CEO RABBE FARMS: Wants Solicitation Period Extended to Oct. 31 REPUBLIC AIRWAYS: Bankruptcy Court Approves UAL Agreement Amendment RESPONSE BIOMEDICAL: Shareholders Elect Seven Directors RICEBRAN TECHNOLOGIES: Files Copy of Investor Presentation With SEC RMS TITANIC: Asks Court to Extend Schedules Filing Deadline RMS TITANIC: Seeks Joint Administration of Cases RONALD HOWLAND: U.S. Trustee Unable to Appoint Committee SANDERS NURSERY: Exclusive Solicitation Period Extended to Aug. 30 SCA LP: Seeks to Hire Allen B. Dubroff as Legal Counsel SCIENTIFIC GAMES: Stockholders Elect 11 Directors SEANERGY MARITIME: Reports Financial Results for First Quarter SEARS HOLDINGS: Fairholme Capital Reports 25.2% Stake as of June 15 SEASTAR SOLUTIONS: Moody's Affirms B2 CFR After Dividend Recap SEASTAR SOLUTIONS: S&P Affirms 'B' CCR on Term Loan Add-on SEQUENOM INC: Stockholders Elect Eight Directors SK HOLDCO: S&P Retains 'B+' Rating on 1st Lien Revolver Due 2019 SPIRE CORP: CEO Agrees to Repay $820,171 to Compensation Plan STONEWALL GAS: S&P Raises CCR to 'B', Outlook Stable SUNEDISON INC: Inks Amendment No. 2 to $300-Mil. DIP Financing TANDOORI AT TRANSIT: Taps Jerome Bryk & Associates as Accountant TANDOORI AT TRANSIT: Taps Shaw & Shaw as Special Counsel TAUREN EXPLORATION: Hires Broyles as Counsel TELKONET INC: Taps Laurel Hill to Solicit Proxies TERVITA CORP: Moody's Changes PDR to 'Ca-PD/LD' TGI FRIDAY'S: S&P Affirms B+ CCR on Almost Done Financing Strategy TIBCO SOFTWARE: Bank Debt Trades at 8% Off TOYS R US: Fitch Affirms 'CCC' IDR on Post-Refinancing Announcement TUSCANY ENERGY: Obtains Bank Waiver Extension Until June 24 ULTRA PETROLEUM: Committee Taps Weil Gotshal as Legal Counsel UNCLE MUNCHIES: Seeks to Hire Thomas W. Lally as Accountant VALEANT PHARMACEUTICALS: Shareholders Elect 11 Directors WAFERGEN BIO-SYSTEMS: Perkins Capital Holds 3.9% Stake as of May 31 WASHINGTON PROPERTIES: U.S. Trustee Unable to Appoint Committee WAVE SYSTEMS: Chapter 11 Trustee Hires Archer as Counsel WAVE SYSTEMS: Chapter 11 Trustee Hires Giuliano as Accountants WEX INC: S&P Assigns 'BB-' Rating on Planned Term Loan B Facility WHISTLER ENERGY: Hires Gardere Wynne as Bankruptcy Counsel WHISTLER ENERGY: Hires Looper Goodwine as Special Counsel [*] Weiss Joins Dorsey & Whitney's Finance & Restructuring Group ********* ABENGOA BIOENERGY: Court Approves KEIP & 2016 Incentive Plan ------------------------------------------------------------ BankruptcyData.com reported that the U.S. Bankruptcy Court approved Abengoa Bioenergy US Holdings' motion for entry of an order approving a key employee incentive plan (KEIP) and an incentive and severance plan for eligible non-insider employees. As previously reported, "Based on the KEIP developed by A&M, the Debtors' management team initially proposed the KEIP to incentivize 12 critical employees (the 'KEIP Participants') to utilize their unique operational knowledge and industry expertise in order to obtain the highest possible value for the Debtors' assets. The KEIP includes eight insiders and four non-insiders. None of the KEIP Participants will participate in the 2016 Incentive and Severance Plan. The KEIP Participants who are insiders, have forfeited approximately $1.23 million in 2015 bonus payments (to have been paid in 2016), and have further agreed to waive approximately $344,000 in claims for unexpired employment contract. The KEIP provides for performance bonuses that may be earned as a result of successful sales of one or more of the Debtors' plants located in Ravenna, Nebraska, York, Nebraska, Colwich, Kansas, and Portales, New Mexico (the 'Plants'), i.e. each of the ethanol plants of the entities that are currently Debtors in these chapter 11 cases, at specified levels, and is designed to increase on a marginal basis as sale proceeds increase. The proposed KEIP payout depends on each Plant's sale price expressed in dollars per gallon of maximum annual ethanol production capacity for each Plant. Consistent with its historic practices, the Debtors have implemented an incentive plan for 2016. As with the earlier plans, employees will not receive payments under the 2016 Incentive and Severance Plan until the second quarter of 201. The Debtors propose to include 135 employees (the 'Eligible Non-Insider Employees'), who are not covered by the KEIP, into the 2016 Incentive and Severance Plan." About Abengoa Bioenergy Abengoa Bioenergy is a collection of indirect subsidiaries of Abengoa S.A. ("Abengoa"), a Spanish company founded in 1941. The global headquarters of Abengoa Bioenergy is in Chesterfield, Missouri. With a total investment of $3.3 billion, the United States has become Abengoa S.A.'s largest market in terms of sales volume, particularly from developing solar, bioethanol, and water projects. Spanish energy giant Abengoa S.A. is an engineering and clean technology company with operations in more than 50 countries worldwide that provides innovative solutions for a diverse range of customers in the energy and environmental sectors. Abengoa is one of the world's top builders of power lines transporting energy across Latin America and a top engineering and construction business, making massive renewable-energy power plants worldwide. On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention to seek protection under Article 5bis of Spanish insolvency law, a pre-insolvency statute that permits a company to enter into negotiations with certain creditors for restricting of its financial affairs. The Spanish company is facing a March 28, 2016, deadline to agree on a viability plan or restructuring plan with its banks and bondholders, without which it could be forced to declare bankruptcy. Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC ("ABNE") and on Feb. 11, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy Company, LLC ("ABC"). ABC's involuntary Chapter 7 case is Bankr. D. Kan. Case No. 16-20178. ABNE's involuntary case is Bankr. D. Neb. Case No. 16-80141. An order for relief has not been entered, and no interim Chapter 7 trustee has been appointed in the Involuntary Cases. The petitioning creditors are represented by McGrath, North, Mullin & Kratz, P.C. On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and five affiliated debtors each filed a Chapter 11 voluntary petition in St. Louis, Missouri, disclosing total assets of $1.3 billion and debt of $1.2 billion. The cases are pending before the Honorable Kathy A. Surratt-States and are jointly administered under Bankr. E.D. Mo. Case No. 16-41161. The Debtors have engaged DLA Piper LLP (US) as counsel, Armstrong Teasdale LLP as co-counsel, Alvarez & Marsal North America, LLC as financial advisor, Lazard as investment banker and Prime Clerk LLC as claims and noticing agent. ADVANCED INTEGRATION: Moody's Assigns B2 Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating (CFR) and a B3-PD Probability of Default Rating to Advanced Integration Technology LP ("AIT"). Concurrently, Moody's assigned B2 ratings to the company's proposed $60 million senior secured revolving credit facility due 2021 and $315 million senior secured term loan due 2023. Proceeds from the new bank credit facilities will be used to fund a distribution to shareholders. The rating outlook is stable. Issuer: Advanced Integration Technology LP Corporate Family Rating, assigned B2 Probability of Default Rating, assigned B3-PD $60 million senior secured revolving credit facility due 2021, assigned B2 (LGD3) $315 million senior secured term loan due 2023, assigned B2 (LGD3) Rating outlook: Stable RATINGS RATIONALE The B2 corporate family rating (CFR) reflects the company's modest size, high degree of customer concentration, and the cyclical nature of AIT's OEM customer base. Notwithstanding, AIT's relatively small scale, Moody's believes the company is well-positioned to benefit from the growing use of automation in commercial aerospace (its largest segment) as OEM and tier one customers seek to boost throughput and reduce costs in the face of record multi-year backlogs. Opportunities for growth in defense also appear favorable given the lower degree of penetration of automation within these end-markets. Moody's believes these favorable demand trends in commercial and defense markets will support solid topline and earnings growth over the next few years. The rating incorporates a moderately leveraged capital structure with Moody's adjusted Debt-to-EBITDA below 4.5x at close and anticipates a financial policy that balances shareholder returns with an appropriate degree of financial flexibility. A relatively robust set of credit metrics including good interest coverage along with high margins and strong free cash flow generating capabilities also add support to the rating. The stable outlook reflects favorable demand trends within AIT's aerospace markets and expectations that the company's good competitive positioning will support revenue and earnings growth over the next few years. Moody's said, "We expect AIT to maintain a good liquidity profile over the next 12 to 18 months. Pro forma cash balances as of June 2016 will be about $15 million and mandatory amortization on term debt is modest at 1% (or $3 million) per annum. We anticipate a relatively robust free cash flow generating profile supported by high margins and modest capital expenditures requirements with FCF/Debt (FCF defined as CFO less capex) expected to comfortably exceed 15%. Liquidity is also supported by a $60 million revolving credit facility that expires in 2021. The revolver is expected to contain a springing net first lien leverage ratio with cushions of about 30%. "An upgrade in the near-term is unlikely given AIT's modest footprint. Consideration for a ratings upgrade could be warranted if leverage is expected to be sustained in the low 3.0x range. A ratings upgrade would also require a strong liquidity profile and demonstrated ability to generate consistently strong free cash flows all the while maintaining EBITDA margins at current levels. Given the company's small scale, we would expect AIT to maintain credit metrics that are stronger than levels typically associated with companies at the same rating level." The ratings could be downgraded if leverage was expected to increase and remain above 5.5x. A weakening liquidity profile with free cash flow/debt declining towards the mid-single digit range or a reliance on revolver borrowings could also pressure the rating downward. The loss of a key customer/ customer contracts, further debt-financed shareholder distributions, or a sustained weakening in profitability metrics such that EBITDA margins were to contract materially could also result in downward rating action. The B3-PD Probability of Default rating is one notch lower than the B2 CFR, reflecting the perceived above average default risk and higher implicit family recovery due to the singular class of debt with a security interest in all assets, specifically incorporating an expectation that secured creditors would move quickly in an event of default. Advanced Integration Technology LP ("AIT"), headquartered in Plano, Texas, is a provider of turnkey factory automation and complex automated and non-automated tooling to the commercial aerospace and defense industries. AIT's primary business is to design, engineer, manufacture, and install machines and systems which enable the automated assembly of aerospace structures and other industrial equipment. The company is equally owned by management and by funds affiliated with Onex Corporation. AEROGROW INTERNATIONAL: Incurs $19.6M Net Loss in Fiscal 2016 ------------------------------------------------------------- Aerogrow International, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss attributable to common shareholders of $1.22 million on $19.61 million of net revenue for the year ended March 31, 2016, compared to a net loss attributable to common shareholders of $1.54 million on $17.9 million of net revenue for the year ended March 31, 2015. As of March 31, 2016, Aerogrow had $7.34 million in total assets, $5.14 million in total liabilities, all current, and $2.20 million in total stockholders' equity. As of March 31, 2016, the Company had a cash balance of $1.4 million, of which $15,000 was restricted as collateral for our various corporate obligations. This compares to a cash balance of $1.0 million as of March 31, 2015, of which $15,000 was restricted. President and CEO J. Michael Wolfe commented that "our core strategy for FY 2016 was to moderate our growth to ensure we achieved strong improvements to our gross margins and refine our distribution strategy. We grew revenue by 10% last year, with accelerated growth in the second half of the year including 43% growth in our Q4. I'm particularly pleased by the improvement we experienced in our gross margin, which increased by nearly 500 basis points to 36% for the full year. "Increased margins were the catalyst in our executing a significant brand advertising campaign that debuted in November. We were pleased with the results of this campaign which drove gains in awareness and purchase consideration among target consumers. While putting some downward pressure on EBITDA this year, it also helped drive short term sales, and we expect a long term revenue tail from the increased brand awareness. In addition, we are committed to this brand building initiative for the long-term and anticipate making significant increases in our advertising spend in FY 2017. "The advertising spend, combined with new and improved products, helped us continue to build several proven distribution channels – and unlocked several new ones. For the first time we now have multiple, proven channels through which to sell our products profitably. We saw broad success in the .com channel where Amazon saw better than triple digit growth across the platform. We also made significant inroads in the Housewares channel with successful tests at Bed Bath & Beyond, Sur La Table and QVC. These strong sales results, combined with the gross margin improvements and continued expense controls resulted in our second consecutive year of positive EBITDA earnings - the first time in the company's history this has been achieved. "We begin our FY 2017 with a lot of momentum. We've made great progress on a number of fronts, notably sales, profitability, product efficacy, gross margins, and brand building. Our focus for FY 2017 will be to continue growing our established distribution channels while expanding the Housewares channel and launching preliminary tests in several new domestic channels. We’ll also be expanding an international sales model in Europe that is showing encouraging early results. I am extremely optimistic that in FY 2017 we will leverage the excellent progress we have made over the last several years to begin delivering consistently strong top and bottom line growth." On June 2nd, Scotts Miracle-Gro informed the Company of its intention to exercise all or some of its Warrants sometime prior to Dec. 31, 2016. The Company has no further information on the timing or exercise of the Warrants other than as set forth in the Schedule 13D/A filed by SMG Growing Media, Inc. on June 6, 2016. The Board of Directors has appointed a Special Committee of the Board comprised of Michael Barish, Jack Walker and Wayne Harding to supervise the implementation of the exercise, if and when it happens. A full-text copy of the Form 10-K is available for free at: https://is.gd/jtuGY6 On June 15, 2016, AeroGrow issued a Letter to Shareholders discussion on the Company's operational results for the fiscal year ended March 31, 2015, a copy of which is available for free at https://is.gd/3ZDdBu About AeroGrow Boulder, Colo.-based AeroGrow International, Inc., is a developer, marketer, direct-seller, and wholesaler of advanced indoor garden systems designed for consumer use and priced to appeal to the gardening, cooking, and healthy eating, and home and office decor markets. AeroGrow reported a net loss attributable to common shareholders of $1.5 million on $17.9 million of net revenue for the year ended March 31, 2015, compared with a net loss attributable to common shareholders of $4.1 million on $9.3 million of of net revenue for the year ended March 31, 2014. ALEXZA PHARMACEUTICALS: Common Stock Delisted from NASDAQ --------------------------------------------------------- Alexza Pharmaceuticals, Inc., was notified by The NASDAQ Stock Market LLC on June 15, 2016, that trading in the Company's common stock on The Nasdaq Capital Market will be suspended effective with the open of business on Friday, June 17, 2016, due to the Company's continued non-compliance with the continued listing requirement as set forth in NASDAQ Rule 5550(b)(2) based on the market value of the Company's listed securities as of June 14, 2016. The minimum market value of listed securities for continued listing on The Nasdaq Capital Market is $35 million. The June 14, 2016, date constituted the outside date by which the Company must remedy the listing deficiency in accordance with the discretion afforded to the Company by the Nasdaq Hearings Panel under the Nasdaq Listing Rules after the Company's appearance before the Panel on February 25, 2016. The Company understands that its common stock will be formally delisted from Nasdaq following Nasdaq's filing of a Form 25 "Notification of Delisting" with the Securities Exchange Commission after all applicable Nasdaq review and appeal periods have lapsed. The Company expects its common stock to begin trading on the OTC Market's Pink market tier by June 17, 2016, under the Company's current trading symbol "ALXA." The delisting of the Common Stock from The Nasdaq Capital Market could impair the liquidity and market price of the Common Stock. Additionally, the delisting of the Common Stock from a national exchange could materially adversely affect the Company's access to capital markets, and any limitation on market liquidity or reduction in the price of the Common Stock as a result of that delisting could adversely affect the Company's ability to raise capital on terms acceptable to the Company, or at all. On May 9, 2016, the Company entered into an Agreement and Plan of Merger with Grupo Ferrer Internacional, S.A., a Spanish sociedad anonima and Ferrer Pharma Inc., a Delaware corporation and a wholly owned indirect subsidiary of Ferrer, and upon the terms and subject to the conditions thereof, Purchaser has commenced a cash tender offer to acquire all of the outstanding shares of the Common Stock (excluding any shares of our Common Stock held, directly or indirectly, by Ferrer). Following the consummation of the Offer, the Merger Agreement provides that Purchaser will merge with and into the Company and the Company will become a wholly owned subsidiary of Ferrer. If the Merger is completed, the Company anticipates that its Common Stock will no longer be traded on any public markets, including the OTC Market's Pink market tier or otherwise. About Alexza Pharmaceuticals Alexza Pharmaceuticals is focused on the research, development, and commercialization of novel, proprietary products for the acute treatment of central nervous system conditions. Alexza's products and development pipeline are based on the Staccato(R) system, a hand-held inhaler designed to deliver a pure drug aerosol to the deep lung, providing rapid systemic delivery and therapeutic onset, in a simple, non-invasive manner. Active pipeline product candidates include AZ-002 (Staccato alprazolam) for the management of epilepsy in patients with acute repetitive seizures and AZ-007 (Staccato zaleplon) for the treatment of patients with middle of the night insomnia. Alexza reported a net loss of $21.31 million on $5.02 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $36.73 million on $5.56 million of total revenues for the year ended Dec. 31, 2014. As of March 31, 2016, Alexza had $10.6 million in total assets, $84.9 million in total liabilities and a total stockholders' deficit of $74.3 million. OUM & CO. LLP, in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. ALEXZA PHARMACEUTICALS: Files 2015 Conflict Minerals Report ----------------------------------------------------------- Alexza Pharmaceuticals, Inc., filed with the Securities and Exchange Commission a Conflict Minerals Report for the year ended Dec. 31, 2015, in compliance with Rule 13p-1 under the Securities Exchange Act of 1934. The Rule was adopted by the SEC to implement reporting and disclosure requirements related to conflict minerals as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act). The Rule imposes certain reporting obligations on SEC registrants whose manufactured products contain conflict minerals which are necessary to the functionality or production of their products. Conflict Minerals are defined as cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, which are limited to tin, tantalum, tungsten, and gold (3TG) for the purposes of this assessment. These requirements apply to registrants whatever the geographic origin of the conflict minerals and whether or not they fund armed conflict. "We evaluated our current product lines and determined that certain product we manufacture or contract to manufacture contain tin, tungsten, tantalum and/or gold (3TG). We requested our manufacturers to complete a Reasonable County of Origin (“RCOI”) questionnaire for each such conflict mineral. The survey of our suppliers determined that our supply chain is Conflict Free Undeterminable and as a result we have filed a Conflict Minerals Report. "We recognize that the supply chain tracing of these materials is complex; however, we are committed to working with our suppliers to determine whether the products we manufacture or contract to manufacture are "conflict free," that is, that they either do not contain conflict minerals from the Covered Countries or originate from recycled or scrap materials." A full-text copy of the Report is available for free at: https://is.gd/VXngkT About Alexza Pharmaceuticals, Inc. Alexza Pharmaceuticals is focused on the research, development, and commercialization of novel, proprietary products for the acute treatment of central nervous system conditions. Alexza's products and development pipeline are based on the Staccato(R) system, a hand-held inhaler designed to deliver a pure drug aerosol to the deep lung, providing rapid systemic delivery and therapeutic onset, in a simple, non-invasive manner. Active pipeline product candidates include AZ-002 (Staccato alprazolam) for the management of epilepsy in patients with acute repetitive seizures and AZ-007 (Staccato zaleplon) for the treatment of patients with middle of the night insomnia. Alexza reported a net loss of $21.31 million on $5.02 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $36.73 million on $5.56 million of total revenues for the year ended Dec. 31, 2014. As of March 31, 2016, Alexza had $10.6 million in total assets, $84.9 million in total liabilities and a total stockholders' deficit of $74.3 million. OUM & CO. LLP, in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. ALEXZA PHARMACEUTICALS: Lansdowne Has 7.96% Stake as of June 16 --------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Lansdowne Partners Austria GmbH and Lansdowne Investment Company Limited disclosed that as of June 16, 2016, they beneficially own 1,733,833 shares of common stock of Alexza Pharmaceuticals, Inc., representing 7.96 percent of the shares outstanding. A copy of the regulatory filing is available for free at https://is.gd/gtVXuO About Alexza Pharmaceuticals Alexza Pharmaceuticals is focused on the research, development, and commercialization of novel, proprietary products for the acute treatment of central nervous system conditions. Alexza's products and development pipeline are based on the Staccato(R) system, a hand-held inhaler designed to deliver a pure drug aerosol to the deep lung, providing rapid systemic delivery and therapeutic onset, in a simple, non-invasive manner. Active pipeline product candidates include AZ-002 (Staccato alprazolam) for the management of epilepsy in patients with acute repetitive seizures and AZ-007 (Staccato zaleplon) for the treatment of patients with middle of the night insomnia. Alexza reported a net loss of $21.3 million on $5.02 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $36.73 million on $5.56 million of total revenues for the year ended Dec. 31, 2014. As of March 31, 2016, Alexza had $10.6 million in total assets, $84.9 million in total liabilities and a total stockholders' deficit of $74.3 million. OUM & CO. LLP, in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. ALLY FINANCIAL: Presented at Morgan Stanley Conference ------------------------------------------------------ Members of management of Ally Financial Inc. presented at the Morgan Stanley Financials Conference on June 15, 2016 at 9:10 a.m. ET. The presentation is available for free at https://is.gd/M7pQ5m About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. Ally reported net income of $1.28 billion on $4.86 billion of total net revenue for the year ended Dec. 31, 2015, compared to net income of $1.15 billion on $4.65 billion of total net revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $158.58 billion in total assets, $145.14 billion in total liabilities and $13.43 billion in total equity. * * * As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings Services said it raised its issuer credit rating on Ally Financial Inc. to 'BB' from 'B+'. "The upgrade reflects the company's release from potential legal and financial liabilities stemming from its ownership of ResCap," said Standard & Poor's credit analyst Tom Connell. In the April 3, 2014, edition of the TCR, Fitch Ratings has upgraded Ally Financial Inc.'s long-term Issuer Default Rating (IDR) and senior unsecured debt rating to 'BB+' from 'BB'. The rating upgrade reflects increased clarity around Ally's ownership structure given Ally's recent announcement that it has launched an initial public offering those shares of its common stock held by the U.S. Treasury (the Treasury). As reported by the TCR on July 16, 2014, Moody's Investors Service affirmed the 'Ba3' corporate family and 'B1' senior unsecured ratings of Ally Financial, Inc. and revised the outlook for the ratings to positive from stable. Moody's affirmed Ally's ratings and revised its rating outlook to positive based on the company's progress toward sustained improvements in profitability and repayment of government assistance received during the financial crisis. ALORICA INC: Moody's Affirms B1 CFR on $100MM Shift to Term Loan B ------------------------------------------------------------------ Moody's Investors Service affirmed Alorica, Inc.'s corporate family rating of B1 and B1-PD probability of default rating following (i) a $100 million shift from Term Loan B (TLB) to Term Loan A (TLA), (ii) extending the existing revolver and TLA maturity dates to 5 years after closing from March 3, 2020 and (iii) lowering the existing TLA's required amortization percentages to levels of 5% to 10% (subject to timing) from between 11% to 17% (subject to timing), to match the proposed incremental TLA amortization requirements). Moody's also affirmed B1 ratings for the company's senior secured first lien (i) revolver, (ii) term loan A ("TLA") and (iii) term loan B ("TLB"). The ratings outlook is stable. As previously announced, Alorica, Inc. has entered into a definitive agreement to acquire Expert Global Solutions, Inc. ("EGS"), which subject to regulatory approval is expected to close in the third quarter of 2016. Moody's currently rates EGS B3 (negative outlook), but will withdraw this rating upon closing the transaction. The combined entity will create the third largest (by revenues) US based business-process-outsourcing ("BPO") firm. The proceeds from approximately (i) a $545 million TLA (up from $445 million previously proposed and comprised of a $275 million tack-on to Alorica's existing $270 million TLA), (ii) a new $350 million TLB (down from $450 million previously proposed) and (iii) cash from the balance sheet will be used to (i) refinance all of EGS's existing debt (except for some capital leases), (ii) pay off about $29 million of Alorica's revolver (leaving $34 million outstanding), (iii) provide equity distributions to Alorica's and EGS's management and owners and (iv) pay transaction costs. At closing, Alorica's shareholders will own about 63% of the pro forma equity and One Equity Partners and their affiliate shareholders will own the remaining 37%. RATINGS RATIONALE Alorica is positioned in the B1 corporate family rating ("CFR") category given the integration risk associated with combining two large entities (each with over a billion dollars in revenues), this on the heels of another large acquisition Alorica recently closed in March 2015 when they acquired West AS (with revenues of about $600 million per annum, doubling Alorica's revenues to about $1.2 billion). Also, there is overall modest revenue growth expected (low single digit percentage), they operate in a highly competitive industry with somewhat low barriers to entry and low operating margins (low single digit percentage), and have some customer concentration risk (with their top 10 customers representing about 48% of revenues). The B1 rating is supported by modest leverage (about 3.6x at LTM March 31, 2016, including Moody's standard adjustments but no synergies or about 3.0x including run rate synergies and costs to achieve those synergies), good free cash flow ("FCF") generation, a leading industry position (top three US BPO provider), favorable macro industry dynamics with a large addressable market in the near to medium term, serve diversified verticals (with communications being the largest, at about 28% of revenues, and healthcare & insurance the second largest, at about 18% of revenues), and have long standing customer relations, which provides some stickiness to revenues. With regards to the changes specifically, Moody's highlights the following: -- The $100 shift from TLB to TLA is credit neutral because the aggregate amount of pro forma debt (revolver, TLA and TLB) is unchanged and it all remains senior secured first lien debt. -- Extending the revolver and TLA to 5 years from closing (about June 2016) from March 3, 2020 is credit positive because it benefits liquidity. -- Changing the existing TLA amortization (11% to 17% per annum, subject to timing) to match the incremental TLA amortization (5% to 10% per annum, subject to timing) is credit negative because less existing TLA debt is being repaid.” Alorica's ratings and outlook are not affected by these changes. Lliquidity remains adequate based on a modest cash balance of about $15 million and about $34 million drawn on the $225 million first lien revolver at closing. For 2016, Moody's expects FCF to be good and significant availability under the revolver. Moody's anticipates adequate cushion under the financial covenants of the first lien credit facilities. The first lien TLA (which the existing and incremental TLA will become a single tranche upon closing) is anticipated to amortize per annum between 5% to 10% (subject to timing), with a bullet due 5 years from closing (which is an extension from its existing maturity of March 3, 2020). The second lien TLB is anticipated to amortize approximately 1% per annum, with a bullet due at maturity about 6 years from closing. The revolver also matures on 5 years from closing (which again is an extension from its existing maturity of March 3, 2020). The stable outlook reflects Moody's expectation of low single digit percentage revenue growth YoY, EBITDA margins (on a Moody's adjusted basis) in the mid teen percentages and FCF to debt in the high single digits in 2016. The ratings could be upgraded, although unlikely in the near future given such a large integration, if: -- The integration proceeds smoothly, including realizing expected synergies; -- The company demonstrates high single digit organic revenue growth; -- Leverage is sustained below 3x; -- Interest coverage is sustained above 4x; -- Demonstrates strong liquidity; and -- Commitment to conservative financial policies. The ratings could be downgraded if: -- Liquidity materially weakens; or -- performance deteriorates materially, as a result of competitive pressures or integration challenges, such that i) leverage reaches and is sustained at 4.5x or ii) interest coverage is below 2x. The following ratings were affirmed: Issuer: Alorica, Inc. Corporate Family Rating, B1 Probability of Default Rating, B1-PD Senior Secured First Lien Revolving Credit Facility, B1 (LGD3) Senior Secured First Lien Term Loan A, B1 (LGD3) Senior Secured First Lien Term Loan B, B1 (LGD3) AMBITEK INDUSTRIAL: Wants Plan Filing Period Extended for 7 Days ---------------------------------------------------------------- Ambitek Industrial Contractors, Inc., et al., ask the U.S. Bankruptcy Court for the District of Puerto Rico to extend for seven days the Debtor's exclusive period to file the Disclosure Statement and plan of Reorganization and to extend the deadline to obtain the votes for the Plan of Reorganization for a term of 60 days after the order approving the Disclosure Statement. The Debtors' request is based upon these facts: a. the size and complexity of the case due to the fact that four cases have been consolidated and duplicated proof of claims have been filed merit the extension hereby requested; b. the Debtors have provided to the creditors certain information they have requested and expects to receive their reply within the next days; c. the Debtors are meeting their obligations as debtors-in- possession. Monthly Operating Reports have been filed and quarterly fees have been paid; d. any extension of time will not harm the the creditors but will increase the possibilities of a successful reorganization; e. the Debtors make this request in good faith and without any intent to cause undue delay to the proceedings. The Debtors' counsel can be reached at: Mary Ann Gandia-Fabian, Esq. P.O. Box 270251 San Juan, Puerto Rico 00928 Tel: (787) 390-7111 Fax: (787) 729-2203 E-mail: gandialaw@gmail.com Ambitek Industrial Contractors Inc filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 15-09532) on Nov. 30, 2015. Mary Ann Gandia-Fabian, Esq., at Gandia-Fabian Law Office serves as the Debtor's bankruptcy counsel. On Oct. 21, 2015, Cyma Cleaning Contractors, Inc., Innova Industrial Contractor, Inc., and Handy Man Services, Inc., were consolidated under the case 15-06582. On Dec. 23, 2015, Ambitek Industrial Contractors, Inc., was consolidated with Cyma Cleaning Contractors, Inc., Innova Industrial Contractor, Inc., and Hany Man Services, Inc., under the case 15-06582. AMERICAN COMMERCE: Incurs $245,000 Net Loss in Fiscal 2016 ---------------------------------------------------------- American Commerce Solutions, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $245,000 on $2.05 million of net sales for the year ended Feb. 29, 2016, compared to a net loss of $185,000 on $2.23 million of net sales for the year ended Feb. 28, 2015. As of Feb. 29, 2016, American Commerce had $4.75 million in total assets, $3.27 million in total liabilities, and $1.48 million in total stockholders' equity. Stevenson & Company CPAS LLC, in Tampa, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 29, 2016, citing that the Company has recurring losses resulting in an accumulated deficit and is in default on several notes payable. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/CmtT28 About American Commerce American Commerce Solutions, Inc., headquartered in Bartow, Florida, is primarily a holding company with one wholly owned subsidiary; International Machine and Welding, Inc., is engaged in the machining and fabrication of parts used in heavy industry, and parts sales and service for heavy construction equipment. AMSURG CORP: Moody's Reviews B1 Corp Family Rating for Downgrade ---------------------------------------------------------------- Moody's Investors Service placed the ratings of AmSurg Corporation under review for downgrade, including the company's B1 Corporate Family Rating and B1-PD Probability of Default Rating. The rating action follows the announcement on June 15, 2016, that AmSurg entered into a definitive all-stock merger agreement with Envision Healthcare Holdings, Inc. The transaction will create a combined organization with an estimated $8.5 billion in revenues. Envision shareholders will own about 53% of the new entity -- to be name Envision Healthcare Corporation -- and AmSurg shareholders will own 47% of the combined organization. Envision is a leading provider of emergency medical services in the U.S., providing emergency department and hospital physician outsourcing and medical transport. Moody's review will focus on the expected performance of the combined entities, the proposed capital structure, the strategy for deleveraging, the timing and magnitude of expected synergies, as well as the combined organization's free cash flow capabilities and liquidity. If Moody's becomes confident in the combined company's ability to reduce leverage within a reasonable time period, the corporate family rating could be confirmed at B1. Ratings on individual debt instruments, however, will be driven by not only the ultimate Corporate Family Rating, but also the profile of the ultimate capital structure as analyzed through Moody's loss given default methodology. The following ratings were placed under review for downgrade: AmSurg Corporation: Corporate Family Rating at B1 Probability of Default Rating at B1-PD Senior secured revolving credit facility at Ba2 (LGD 2) Senior secured term loan at Ba2 (LGD 2) Senior unsecured notes at B3 (LGD 5) Rating affirmed: Speculative Grade Liquidity Rating at SGL-2 RATING RATIONALE AmSurg's B1 Corporate Family Rating (under review for downgrade) reflects Moody's expectation that the company will continue to operate with considerable financial leverage as it uses debt to fund its growth strategy. In addition, AmSurg has added significant scale and earnings diversification with recent acquisitions, but has not yet fully benefited from synergies. The rating is supported by the company's significant scale in both of its segments, which are otherwise very fragmented. Moreover, AmSurg's rating reflects Moody's expectation of a relatively stable near term reimbursement environment and the longer-term favorable prospects for the ASC industry. Headquartered in Nashville, Tennessee, AmSurg Corp. acquires, develops and operates ambulatory surgery centers in partnership with physicians. The company also provides physician services, including anesthesiology and neonatology physicians to healthcare facilities. Through its two operating divisions, as of March 31, 2016, AmSurg owned and operated 256 ASCs in 34 states and provided physician services to more than 450 healthcare facilities in 29 states. AmSurg has partnerships with, or employs, over 5,000 physicians in 38 states and the District of Columbia. ARCH COAL: Deadline for Disclosures Approval Moved to June 23 ------------------------------------------------------------- Arch Coal, Inc., has entered into a further amendment to the DIP Credit Agreement, dated as of June 10, 2016, which extends the deadline for Bankruptcy Court approval of the disclosure statement related to the Plan of Reorganization from June 10, 2016 to June 23, 2016. On January 21, 2016, the Superpriority Secured Debtor-in-Possession Credit Agreement, as amended on March 4, 2016 and March 28, 2016, was entered into by and among the Company, as borrower, certain of the Debtors, as guarantors, the lenders from time to time party thereto and Wilmington Trust, National Association, as administrative agent and collateral agent for the DIP Lenders. Arch entered into an amendment to the DIP Credit Agreement, dated as of April 26, 2016, which extended the deadline for the filing of a plan of reorganization and accompanying disclosure statement from April 26, 2016 to May 5, 2016. On May 5, 2016, the Company filed its plan of reorganization and accompanying disclosure statement with the Court. Prior to the Petition Date, certain of the Debtors entered into a Restructuring Support Agreement, dated as of January 10, 2016, as amended on February 25, 2016 and March 28, 2016. On June 10, 2016, Arch entered into an amendment, which provides for the waiver of the termination event that would have occurred on June 10, 2016 as a result of the Debtors not having obtained Court approval of the assumption of the Restructuring Support Agreement by June 10, 2016. Following entry into the RSA Amendment, the Debtors are required to obtain Court approval of the assumption of the Restructuring Support Agreement prior to June 23, 2016 or such later date as may be agreed to by a majority of the lenders party thereto. The RSA Amendment further waives any termination event arising out of the Debtors' failure to obtain Court approval of the Disclosure Statement no later than June 10, 2016, so long as such approval is obtained by June 23, 2016. 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. ARCH COAL: Files Amended Plan of Reorganization ----------------------------------------------- Arch Coal, Inc., on June 15, 2016, disclosed that it has filed an amended Plan of Reorganization and a related Disclosure Statement with the United States Bankruptcy Court for the Eastern District of Missouri. 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 filing of this amended Plan moves Arch another significant step closer to a successful completion of our financial restructuring," said John W. Eaves, Arch's chairman and CEO. "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." "We appreciate the support of Arch's lenders and other stakeholders, and we are especially grateful for the continued focus and commitment of Arch's dedicated employees during this process," Mr. Eaves continued. "Thanks to our employees' efforts, we are continuing to provide exceptional service to our customers, while maintaining our position as an industry leader in safety and environmental stewardship." A hearing to consider approval of the Disclosure Statement is scheduled for June 22, 2016. Following approval of the Disclosure Statement, the company intends to seek confirmation of the Plan consistent with the milestones outlined in the restructuring support agreement. Arch's Plan and Disclosure Statement, as well as other documents related to the reorganization proceedings, are available on a website administered by Arch's claims and noticing agent, Prime Clerk, at https://cases.primeclerk.com/archcoal The Disclosure Statement is subject to approval by the Court, and the Plan is subject to confirmation by the Court. This press release is not intended as a solicitation for a vote on the Plan. Certain legal matters addressing intercreditor and distributional issues among the company's secured and unsecured creditors will need to be resolved by the Court unless previously settled. The company will continue its diligent efforts towards a consensual resolution of these issues. Additional information about Arch's restructuring is available on Arch's website at www.archcoal.com/restructuring or by calling Arch's Restructuring Hotline, toll-free in the U.S., at 1-844-242-7478. (For calls originating outside the U.S., please dial 1-929-477-8086). Davis Polk & Wardwell LLP is serving as legal advisor to Arch Coal, and PJT Partners is serving as financial advisor. 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. ASCENT RESOURCES: S&P Affirms 'CCC' CCR, Outlook Negative --------------------------------------------------------- S&P Global Ratings affirmed its 'CCC' corporate credit rating on Oklahoma City-based oil and gas exploration and production company Ascent Resources – Marcellus LLC (AR Marcellus). The outlook is negative. At the same time, S&P lowered its issue-level rating on the company's first-lien debt to 'CCC-' from 'CCC' and revised the recovery rating on this debt to '5' from '4'. The '5' recovery rating reflects S&P's view of modest (10% to 30%, lower half of the range) recovery to creditors in the event of a payment default. S&P also affirmed its 'CC' issue-level rating and '6' recovery rating on the company's second-lien debt. "The affirmation reflects our assessment that despite completing noncore asset sales in the first quarter of 2016, we still assess AR Marcellus' liquidity as weak, and that it will be unable to meet its financial obligations over the next 12 months absent additional equity contributions or asset sales," said S&P Global Ratings credit analyst Carin Dehne-Kiley. S&P could lower the rating if it viewed a default to be inevitable within six months, absent unanticipated significantly favorable changes in AR Marcellus' circumstances. S&P could also lower the ratings if the company announced a debt exchange or restructuring that we would view as distressed. S&P could raise the rating if liquidity improved, which would most likely occur if the company raised additional equity to unlock its capital spending reserve account, or executed additional asset sales. BEAR CREEK: Taps O'Keefe & Associates as Financial Advisor ---------------------------------------------------------- Bear Creek Partners II, LLC and Bear Creek Retail Partners II, LLC seek approval from the U.S. Bankruptcy Court for the Western District of Michigan to hire O'Keefe & Associates Consulting LLC as their financial advisor. The Debtors tapped the firm to analyze and review financial information, provide financial advice, prepare financial analysis and assist in obtaining confirmation of a plan of reorganization. Patrick O'Keefe and Carolyn Riegler will be the professionals principally involved in the representation of the Debtors. The rates of O'Keefe professionals are: Patrick O'Keefe $525 Carolyn Riegler $375 Steve Hayduk $275 Matt Rizzo $275 Mr. O'Keefe, chief executive officer of O'Keefe, disclosed in a court filing that neither the firm nor any of its employees holds any interest adverse to the Debtors' estates or their creditors. The firm can be reached through: Patrick O'Keefe Founder and Chief Executive Officer O'Keefe & Associates Consulting LLC 2 Lone Pine Road Bloomfield Hills, MI 48304 About Bear Creek Partners Bear Creek Partners II, L.L.C. and Bear Creek Retail Partners II LLC filed chapter 11 petitions (Bankr. W.D. Mich. Case Nos. 16-02553 and 16-02554) on May 6, 2016. The Debtors are represented by lawyers at Jaffe Raitt Heuer & Weiss, P.C., in SOuthfield, Mich. Each debtor estimated between $10 million and $50 million of assets and liabilities at the time of the filing. Lawyers at Wardrop & Wardrop, P.C., represent the creditors' committee. BEAR METALLURGICAL: Appoints KCC as Notice and Claims Agent ----------------------------------------------------------- Gulf Chemical & Metallurgical Corporation and Bear Metallurgical Company asked the Bankruptcy Court to approve the employment of Kurtzman Carson Consultants LLC as their as notice, claims, and balloting agent. The Debtors believe that retaining KCC to perform those services is the most effective and efficient manner of noticing creditors and parties-in-interest of the filing of the Chapter 11 cases and other developments. The Debtors proposed to pay KCC in accordance with the terms and conditions of the Services Agreement upon KCC's submission of invoices summarizing, in reasonable detail, the services rendered and expenses incurred in connection therewith and without the necessity for KCC to file an application for compensation or reimbursement with the Court. Prior to the Petition Date, the Debtors provided KCC with a retainer in the amount of $10,000. KCC will first apply the retainer to all prepetition invoices. Thereafter, it will have the retainer replenished to the original retainer amount and hold the retainer during the Chapter 11 cases as security for the payment of fees and expenses incurred under the Services Agreement. The Services Agreement provides that the Debtors will indemnify, defend, and hold harmless KCC and its directors, officers, employees, affiliates, and agents under certain circumstances specified in the Services Agreement, except in circumstances resulting from KCC's own gross negligence or willful misconduct. To the best of the Debtors' knowledge, KCC neither holds nor represents any interest materially adverse to the Debtors' estates in connection with any matter on which it would be employed. 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. BEAR METALLURGICAL: Employs Stoneleigh Group as Financial Advisor ----------------------------------------------------------------- Gulf Chemical & Metallurgical Corporation and Bear Metallurgical Company seek authority from the Bankruptcy Court to employ Stoneleigh Group Holdings, LLC as their financial advisor effective nunc pro tunc to the Petition Date. In March 2016, the Debtors engaged Stoneleigh as an exclusive financial advisor in connection with a strategic assessment of alternatives. The Debtors now seek to have Stoneleigh continue in its financial advisory capacities during the pendency of their Chapter 11 cases. Kevin Willis, managing principal of Stoneleigh, will lead the engagement. Mr. Willis is an experienced business advisor and turnaround executive, with over 20 years of broad industry experience and a consistent record of achieving quality results in both in-court and out-of-court restructurings. Other professionals from Stoneleigh will be engaged as deemed appropriate by Stoneleigh and Mr. Willis, but only as agreed to in advance by the Debtors. Stoneleigh will, if appropriate and if requested by the Debtors, among other things: (a) continue to provide various financial analysis assistance to Gulf (and its wholly owned subsidiary Bear), including development of various forecasts and weekly cash models; (b) assist the management team, as necessary, with cash management and working capital improvement activities; (c) work with the leadership of the Debtors to evaluate and prepare for a potential bankruptcy filing for either or both of the Debtors; and (d) provide ongoing assistance and support in navigating the court process while supporting the CEO and leadership team with financial and operational analysis, coordination with internal and external counsel, bankruptcy-related reporting, and coordination with various external constituents. The Debtors will pay Stoneleigh based on a discounted daily rate fixed fee structure, as calculated in 1/4 day increments based on time worked (not to exceed 1.0 billable days per day, per individual). All billable time will be approved in advance, and all fees will be billed on a cumulative weekly basis. The Debtors will also reimburse Stoneleigh for all reasonable travel expenses incurred by Stoneleigh as approved in advance by the Debtors, including airfare, hotel, meals, and transportation. The daily fees for each individual of Stoneleigh vary based on the experience and position of the individual. The rate structure is as follows: Role Daily Rate Discounted Rate ---- ---------- --------------- Managing Principal $5,000 $4,000 Principal $4,250 $3,500 Senior Director $3,500 $2,850 Director $3,000 $2,500 Senior Associate $2,750 $2,250 Associate $1,750 $1,400 Because the Debtors are seeking that Stoneleigh be paid on a daily fee basis - rather than on an hourly basis - the Debtors request that Stoneleigh not be required to submit regular applications to the Bankruptcy Court approving its compensation. To the best of Debtors' knowledge, Stoneleigh is a "disinterested person" as that term is defined by Section 101(14) of the Bankruptcy Code, as modified by section 1107(b). 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. BEAR METALLURGICAL: Hires McDonald Hopkins as Bankruptcy Counsel ---------------------------------------------------------------- Gulf Chemical & Metallurgical Corporation and its unit Bear Metallurgical Company filed an application with the Bankruptcy Court seeking approval of their employment of McDonald Hopkins LLC as counsel, nunc pro tunc to the Petition Date. As disclosed in Court documents, McDonald Hopkins began representing Gulf in November 2015 with respect to a potential restructuring, investigating both in and out of court restructuring options. McDonald Hopkins commenced representation of Bear in 2016 regarding its restructuring process. The Debtors contemplate that McDonald Hopkins will render general legal services as needed throughout the course of the Chapter 11 cases, including, but not limited to: (i) filing and monitoring the Chapter 11 cases; (ii) advising the Debtors of their obligations and duties as a debtors-in-possession; (iii) executing the Debtors' decisions by filing with the Court motions, objections, and other relevant documents; (iv) appearing before the Court on all matters in this case relevant to the interests of the Debtors; (v) assisting the Debtors in the administration of the Chapter 11 cases; and (vi) taking other actions as are necessary to protect the rights of the Debtors' estates. Subject to the approval of the Bankruptcy Court, the Debtors intend to pay McDonald Hopkins on an hourly basis in accordance with the firm's ordinary and customary hourly rates and reimburse the firm of its actual and necessary out-of-pocket expenses. The current hourly rates charged by McDonald Hopkins for professionals and paraprofessionals are as follows: Billing Category Range ---------------- --------- Members $365-$750 Of Counsel $310-$725 Associates $210-$410 Paralegals $180-$275 Law Clerks $40-$150 Sean D. Malloy ($585/hour rate), a member; Michael J. Kaczka ($425/hour rate), a member; Joshua A. Gadharf ($345/hour rate), an associate; and Maria G. Carr ($250/hour rate), an associate, are expected to have the primary responsibility for providing services to the Debtors. In addition, from time to time, other McDonald Hopkins professionals and paraprofessionals will provide services to the Debtors. During the seven months prior to the Petition Date, the Debtors paid McDonald Hopkins a total of $269,207. Those funds were used to pay for, among other things, services performed by McDonald Hopkins in evaluating restructuring options, pursuing potential out-of-court alternatives, and in contemplation and preparation of the Debtors' bankruptcy cases. Prior to the filing of the Chapter 11 cases, the Debtors provided McDonald Hopkins a retainer in the aggregate amount of $225,000. As of the Petition Date, $31,027 of the Retainer remains unapplied. McDonald Hopkins intends to hold the Retainer until further application of such retainer is approved by the Court. McDonald Hopkins and the Debtors have not agreed to any variations from, or alternatives to, McDonald Hopkins' standard billing arrangements for these Chapter 11 cases. None of the professionals included in this engagement will vary their rate charged to the Debtors based on the geographic location of the Debtors' Chapter 11 cases. To the best of the Debtors' knowledge, McDonald Hopkins: (a) does not have any connection with them, the Bankruptcy Court, the United States trustee, any person employed in the Office of the United States Trustee, or its respective attorneys and accountants; (b) is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code; and (c) does not hold any interest materially adverse to the Debtors or the estates. 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. BEAR METALLURGICAL: Judge Orders Joint Administration of Cases -------------------------------------------------------------- At the request of Gulf Chemical & Metallurgical Corporation and Bear Metallurgical Company, Judge Jeffery A. Deller of the U.S. Bankruptcy Court for the Western District of Pennsylvania entered an order consolidating for procedural purposes only their Chapter 11 cases under Case No. 16-22192. 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 in the U.S. Bankruptcy Court for the Western District of Pennsylvania 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 jointly administered cases are assigned to Judge Jeffery A. Deller. BEAR METALLURGICAL: Parent Agrees to Provide $12 Million DIP Loan ----------------------------------------------------------------- Gulf Chemical & Metallurgical Corporation and Bear Metallurgical Company have obtained commitment from Comilog Holding to provide up to $12 million senior secured loan, subject to the approval of the Bankruptcy Court. Comilog is Gulf's parent company and Bear's indirect parent company. The Debtors said they require the money to, among other things, pay wages and other expenses, as set forth in a budget, a copy of which is available for free at: http://bankrupt.com/misc/7_GULF_DIP.pdf "The proposed financing offered by the DIP Lender will provide adequate financing and flexibility to allow the Debtors to continue operating during the sales process, which will maximize the value of their assets so that they may obtain the highest and best purchase price. The DIP Loan Agreement is critical to the Debtors' ability to continue their operations while seeking a purchaser or purchasers for their assets," said Sean D. Malloy, Esq., at McDonald Hopkins LLC, one of the Debtors' attorneys. The DIP Loan will mature on the earliest to occur of: (a) Dec. 31, 2016, (b) the occurrence of any "Termination Event" set forth in any DIP Order, or (c) the entry of an order approving the sale of substantially all of the Debtors' assets. The DIP Loan bears an interest rate of 8.5% per annum. During an event of default, the interest rate is 10.5% per annum. The Debtors have agreed, subject to Court approval, to pay a $50,000 closing fee for the DIP Loan, plus reasonable costs and expenses to the DIP Lender, including without limitation, reasonable fees and expenses of the professionals retained by the DIP Lender, as provided for in the DIP Loan Agreement, without the necessity of filing retention applications or fee applications. The DIP Loan Agreement will be secured by senior liens and security interests, in substantially all of the Debtors' assets other than Gulf's real property, but including Bear's real property and each of the Debtors' personal, tangible, or intangible property, including avoidance actions under Sections 544, 547, 548, and 550 of the Bankruptcy Code. As adequate protection for the Pre-Petition Lender, Gulf will use proceeds from the DIP Loan make monthly payments in the minimum amount of interest due on the Pre-Petition Secured Loans. The obligations owed by Gulf to the Pre-Petition Lender under the Pre-Petition Loan Agreement will not be "rolled-up" into the DIP Loan and will be junior to and paid after the DIP Loan. In addition, the Debtors request that the Court authorize Bear to use cash collateral in order to permit the orderly continuation of its business, to maintain business relationships with vendors and suppliers, to make payroll, to make capital expenditures, and to satisfy other working capital and operational needs. 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 in the U.S. Bankruptcy Court for the Western District of Pennsylvania 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. BEAR METALLURGICAL: Proposes Aug. 4 as Bid Submission Deadline -------------------------------------------------------------- Gulf Chemical & Metallurgical Corporation and Bear Metallurgical Company asked the U.S. Bankruptcy Court for the Western District of Pennsylvania to approve bid procedures for the sale of substantially all of their assets. The Debtors said that although they and their advisor have engaged in a thorough and extensive prepetition marketing process, there have been no binding offers for their assets. Accordingly, the Debtors propose to sell their assets to the highest and best bidder making a qualified offer pursuant to the Bid Procedures. In a motion filed with the Court, Sean D. Malloy, Esq., at McDonald Hopkins LLC, one of the Debtors' attorneys, said "The Bid Procedures are designed to provide an organized process for the receipt and review of bids from potential purchasers with an ability to close on the sale of the assets and to maximize value to the Debtors' estates. The requirement of a deposit and evidence of financial wherewithal is designed to confirm that auction participants are bona fide bidders with the ability and desire to consummate any proposed transaction." In general the Bid Procedures provide: * Bids may be made for the Gulf Assets, the Bear Assets, or all of the Debtors' Assets. * Bids must be received on or before Aug. 4, 2016, at 4:00 p.m. (prevailing Eastern Time). * To be a Qualified Bid, an offer must be: (a) definitive and binding, not subject to due diligence or any conditions other than Court approval; (b) accompanied by evidence of financial wherewithal of the proposed buyer acceptable to the Debtors in their sole discretion; (c) accompanied by a deposit of immediately available funds of 10% of the proposed cash purchase price; and (d) accompanied by a proposed asset purchase agreement. * Bid increments will be $100,000. * An auction of all Qualified Bidders will be conducted by the Debtors on Aug. 8, 2016, at 10:00 a.m., at the Pittsburgh law offices of Cohen & Grigsby, 625 Liberty Avenue, 5th Floor, Pittsburgh, Pennsylvania 15222. * The Auction will continue until the Debtors determine, subject to Bankruptcy Court approval, that they have received the highest and best offer for the Gulf Assets, the Bear Assets, and/or the Debtors' Assets and the next highest and best Qualified Bid for those assets as the next highest and best offer for those assets. The Qualified Bidders submitting a Successful Bid will be the "Successful Bidder(s)" and the Qualified Bidder(s) submitting a Reserve Bid shall be the "Reserve Bidder(s)." * The Debtors will have wide discretion to conduct the Auction in a manner designed to maximize value of the Debtors' Assets. This discretion will allow the Debtors to conclude that the highest and best value can be achieved by separate bids for the Gulf Assets and the Bear Assets or a combined bid for the Debtors' Assets. * The Court will conduct a hearing to approve the highest and best offers received at the Action on a date convenient to the Court between August 9 and Aug. 15, 2016. The Debtors propose that general objections, if any, to the Sale Motion be filed by 4:00 p.m. (prevailing Eastern Time) on Aug. 4, 2016, and objections solely with respect to events at the Auction be filed by 4:00 p.m. (prevailing Eastern Time) on Aug. 9, 2016. At the Sale Hearing and pursuant to the Sale Motion (to be filed separately), the Debtors will seek Court approval of the sale of the assets to the highest and best bidders, free and clear of all liens, claims, and encumbrances pursuant to Section 363(f) of the Bankruptcy Code (other than any permitted encumbrances) with all such liens, claims, encumbrances, and interests to attach to the proceeds of the sale, except as otherwise provided, with the same validity and in the same order of priority as they attached to the assets prior to the sale. 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 in the U.S. Bankruptcy Court for the Western District of Pennsylvania 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. BEAR METALLURGICAL: Taps Cohen & Grigsby as Bankruptcy Counsel -------------------------------------------------------------- Gulf Chemical & Metallurgical Corporation and Bear Metallurgical Company seek authority from the Bankruptcy Court to employ Cohen & Grigsby, P.C., as their local and asset sale transaction counsel nunc pro tunc to the Petition Date. The Debtors contemplate that Cohen & Grigsby will render general legal services to them as needed throughout the course of the Chapter 11 cases, including, but not limited to: (a) assisting McDonald Hopkins as local bankruptcy counsel in connection with the: (i) filing and monitoring the Debtors' Chapter 11 cases; (ii) advising the Debtors of their obligations and duties as a debtors in possession; (iii) executing the Debtors' decisions by filing with the Court motions, objections, and other relevant documents; (iv) appearing before the Court on all matters in this case relevant to the interests of the Debtors; (v) assisting the Debtors in the administration of the Chapter 11 cases; and (vi) taking such other actions as are necessary to protect the rights of the Debtors' estates; and (b) negotiating and drafting the asset purchase agreement and other transaction documents and filings with the Bankruptcy Court, and matters relating thereto, in connection with Bear's contemplated 363 asset sale. Subject to the Court's approval, the Debtors have agreed to pay Cohen & Grigsby on an hourly basis in accordance with the firm's ordinary and customary hourly rates, as they may change from time to time, in effect on the date that those services are rendered, plus reimbursement of actual and necessary expenses incurred by Cohen & Grigsby. The current hourly rates charged by Cohen & Grigsby for professionals and paraprofessionals normally range from $200 to $525 per hour for attorneys and from approximately $170 to $215 for paralegals. Clerks and other paraprofessionals may have lower rates. These hourly rates are subject to periodic adjustments, although Cohen & Grigsby typically only adjusts its rates at the beginning of the year. William E. Kelleher, Jr. ($490/hour rate), a director, Thomas D. Maxson ($395/hour rate), a director, Helen Ward ($255/hour rate), an associate, and Michelle Graeb ($210/hour rate), a paralegal, are expected to have the primary responsibility for providing bankruptcy and local counsel services to the Debtors. In addition, from time to time, other Cohen & Grigsby professionals and paralegals or other paraprofessionals will provide services to the Debtors, including Paul DeRosa ($390/hour rate), a director, as primary corporate and asset sale transaction counsel for Bear. To the best of the Debtors' knowledge, no promises have been received by Cohen & Grigsby or by any shareholder, director, counsel or associate thereof, as to compensation in connection with the Debtors' cases other than in accordance with the provisions of the Bankruptcy Code. To the best of the Debtors' knowledge, Cohen & Grigsby has no agreement with any other entity to share with such entity compensation received by Cohen & Grigsby in connection with the Debtors' Chapter 11 cases. Prior to the filing of the Chapter 11 cases, the Debtors provided Cohen & Grigsby a retainer in the aggregate amount of $60,000. As of the Petition Date and after the payment of prepetition services in accordance with Debtors' agreement with Cohen & Grigsby, and after the payment or contemplated payment of the filing fees for the Chapter 11 petitions and the pro hac vice motion filing fees for the McDoanld Hopkins attorneys in the total amount of $3,554, the unapplied Retainer balance is $ 15,924. Cohen & Grigsby intends to hold the Retainer in accordance with its agreement with the Debtors and/or until further application of the Retainer is approved by the Court. Cohen & Grigsby and the Debtors have not agreed to any variations from, or alternatives to, Cohen & Grigsby's standard billing arrangements for these Chapter 11 cases. None of the professionals included in this engagement will vary their rate charged to the Debtors based on the nature of the services to be performed in the Debtors' Chapter 11 cases. It is Cohen & Grigsby's policy to charge its clients in all areas of practice for identifiable, non-overhead expenses incurred in connection with the client's case that would not have been incurred except for representation of that particular client. It is also Cohen & Grigsby's policy to charge its clients only the amount actually incurred by Cohen & Grigsby in connection with those items. Cohen & Grigsby was previously retained by Eramet North America in connection with efforts to sell Bear. Shortly before the commencement of these cases, that representation ended and Cohen & Grigsby was retained directly by the Debtors to act as local bankruptcy counsel to the Debtors and as transaction counsel to Bear in connection with the asset sale. The Debtors said Cohen & Grigsby will not represent Eramet or any affiliate of Eramet in connection with this case. To the best of the Debtors' knowledge, Cohen & Grigsby is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code; and (c) does not hold any interest materially adverse to the Debtors or the estates. 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. BEAR METALLURGICAL: Taps Cohen & Grigsby as Local Counsel --------------------------------------------------------- Bear Metallurgical Co. and Gulf Chemical & Metallurgical Corp. seek approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Cohen & Grigsby, P.C. The Debtors tapped the firm to be their local bankruptcy counsel and to represent Bear Metallurgical in connection with a potential sale of its assets. Specifically, Cohen & Grigsby will: (a) give advice about their duties as debtors-in-possession; (b) monitor the Debtors' Chapter 11 cases; (c) execute the Debtors' decisions by filing legal papers with the court; (d) appear before the court; (e) assist the Debtors in the administration of their cases; and (f) negotiate and draft the asset purchase agreement and other documents in connection with the sale of Bear Metallurgical's assets. The current hourly rates charged by Cohen & Grigsby range from $200 to $525 for attorneys and from $170 to $215 for paralegals. These personnel are anticipated to assist the Debtors during their bankruptcy: William Kelleher, Jr. Director $490 Thomas D. Maxson Director $395 Helen Ward Associate $255 Michelle Graeb Paralegal $210 From time to time, other professionals will also provide services to the Debtors, including Paul DeRosa who will serve as the primary counsel for Bear Metallurgical in connection with the sale. The director will be paid $390 per hour. Aside from professional fees, the firm will also receive reimbursement for work-related expenses. In a court filing, Mr. Kelleher disclosed that Cohen & Grigsby is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Cohen & Grigsby can be reached through: William Kelleher, Jr. 625 Liberty Avenue, 5th Floor Pittsburgh, PA 15222-3152 Phone: 412-297-4900 Fax: 412-209-0672 info@cohenlaw.com About Bear Metallurgical Bear Metallurgical Co. and Gulf Chemical & Metallurgical Corp. filed chapter 11 petitions (Bankr. W. D. Pa. Lead Case No. 16-22192) on June 14, 2016. The petitions were signed by Eric Caridroit, chief executive officer. The cases are assigned to Judge Jeffery A. Deller. At the time of the filing, Bear Metallurgical estimated assets and debts to be between $1 million and $10 million. Gulf Chemical estimated assets and debts to be between $100 million and $500 million. BEAR METALLURGICAL: Taps Kurtzman Carson as Claims Agent -------------------------------------------------------- Bear Metallurgical Co. and Gulf Chemical & Metallurgical Corp. seek approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Kurtzman Carson Consultants LLC as their claims, notice 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 Debtors' schedules of assets and liabilities and statements 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) and (j)), 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 a declaration 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 Debtors; (i) record all transfers of claims and provide any notices of such transfers; (j) relocate all of the court-filed proofs of claim to KCC's offices, not less than weekly; (k) upon completion of the docketing process for all claims received to date, turn over to the Clerk copies of the claims registers for review; (l) monitor the court's docket for all notices of appearance, address changes, claims-related pleadings and orders filed and make necessary notations on or changes to the claims register; (m) identify and correct any incomplete or incorrect addresses in any mailing or service lists; (n) assist in the dissemination of information to the public and respond to requests for administrative information regarding the cases as directed by the Debtors or the court; (o) if one or both of the cases are converted to Chapter 7, contact the Clerk's office within three days of the notice to KCC of entry of the order converting the cases; (p) thirty days prior to the close of either of the cases, request that the Debtor submit to the court a proposed order dismissing KCC and terminating its services upon completion of its duties and upon the closing of the case; (q) within seven days of notice to KCC of entry of an order closing the cases, provide to the court the final version of the claims register as of the date immediately before the close of the case; and (r) at the close of either or both of the cases, box and transport all original documents, in proper format, as provided by the Clerk's office, to (i) the Federal Archives Record Administration located at 4712 Southpark Blvd., Ellenwood, GA 30294, Central Plains Region, or (ii) any other location requested by the Clerk's office. Prior to their bankruptcy filing, the Debtors provided KCC with a retainer in the amount of $10,000, which the firm may hold as security for the Debtors' payment obligations. The firm will also be entitled to indemnification, according to court filings. Evan Gershbein, senior vice-president of KCC, 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: Drake D. Foster Kurtzman Carson Consultants LLC 2335 Alaska Ave. El Segundo, CA 90245 Tel: (310) 823-9000 Fax: (310) 823-9133 Email: dfoster@kccllc.com About Bear Metallurgical Bear Metallurgical Co. and Gulf Chemical & Metallurgical Corp. filed chapter 11 petitions (Bankr. W. D. Pa. Lead Case No. 16-22192) on June 14, 2016. The petitions were signed by Eric Caridroit, chief executive officer. The cases are assigned to Judge Jeffery A. Deller. At the time of the filing, Bear Metallurgical estimated assets and debts to be between $1 million and $10 million. Gulf Chemical estimated assets and debts to be between $100 million and $500 million. BEAR METALLURGICAL: Taps McDonald Hopkins as Legal Counsel ---------------------------------------------------------- Bear Metallurgical Co. and Gulf Chemical & Metallurgical Corp. seek approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire McDonald Hopkins LLC as their bankruptcy counsel. The Debtors tapped the firm to: (a) give advice about their duties as debtors-in-possession; (b) monitor the Debtors' Chapter 11 cases; (c) execute the Debtors' decisions by filing legal papers with the court; (d) appear before the court; and (e) assist the Debtors in the administration of their cases. The current hourly rates charged by McDonald Hopkins for professionals and paraprofessionals are: Members $365 - $750 Of Counsel $310 - $725 Associates $210 - $410 Paralegals $180 - $275 Law Clerks $40 - $150 Aside from professional fees, the firm will also receive reimbursement for work-related expenses. Sean Malloy, Esq., at McDonald Hopkins, 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: Sean D. Malloy McDonald Hopkins LLC 600 Superior Ave., East, Suite 2100 Cleveland, Ohio 44114 Phone: 216-348-5400 About Bear Metallurgical Bear Metallurgical Co. and Gulf Chemical & Metallurgical Corp. filed chapter 11 petitions (Bankr. W. D. Pa. Lead Case No. 16-22192) on June 14, 2016. The petitions were signed by Eric Caridroit, chief executive officer. The cases are assigned to Judge Jeffery A. Deller. At the time of the filing, Bear Metallurgical estimated assets and debts to be between $1 million and $10 million. Gulf Chemical estimated assets and debts to be between $100 million and $500 million. BEAR METALLURGICAL: Taps Stoneleigh Group as Financial Advisor -------------------------------------------------------------- Bear Metallurgical Co. and Gulf Chemical & Metallurgical Corp. seek approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Stoneleigh Group Holdings, LLC as their financial advisor. The Debtors tapped the firm to: (a) provide various financial analysis assistance; (b) assist in cash management and working capital improvement activities; (c) assist in navigating the court process while supporting the chief executive officer and leadership team with financial and operational analysis. The Debtors will pay Stoneleigh based on a discounted daily rate fixed fee structure and will reimburse the firm for work-related expenses. The daily fees vary based on the experience and position of the individual: Role Daily Rate Discounted Rate ---- ---------- --------------- Managing Principal $5,000 $4,000 Principal $4,250 $3,500 Senior Director $3,500 $2,850 Director $3,000 $2,500 Senior Associate $2,750 $2,250 Associate $1,750 $1,400 Kevin Willis, a managing principal at Stoneleigh, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Stoneleigh can be reached through: Kevin Willis Stoneleigh Group Holdings, LLC 215 N. Arlington Heights Road, Suite 102 Arlington Heights, IL 60004 About Bear Metallurgical Bear Metallurgical Co. and Gulf Chemical & Metallurgical Corp. filed chapter 11 petitions (Bankr. W. D. Pa. Lead Case No. 16-22192) on June 14, 2016. The petitions were signed by Eric Caridroit, chief executive officer. The cases are assigned to Judge Jeffery A. Deller. At the time of the filing, Bear Metallurgical estimated assets and debts to be between $1 million and $10 million. Gulf Chemical estimated assets and debts to be between $100 million and $500 million. BELK INC: Bank Debt Trades at 18% Off ------------------------------------- Participations in a syndicated loan under which BELK, Inc is a borrower traded in the secondary market at 82.38 cents-on-the-dollar during the week ended Friday, June 10, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.46 percentage points from the previous week. BELK, Inc pays 450 basis points above LIBOR to borrow under the $1.5 billion facility. The bank loan matures on Nov. 19, 2022 and carries Moody's B2 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 10. BENCH AND BAR: Seeks to Hire Nathan Borris as Attorney ------------------------------------------------------ Bench and Bar Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Nathan Borris as its attorney. The legal services to be provided by Mr. Borris include: (a) filing of schedules and statement of financial affairs; (b) educating Bench and Bar with regards to its obligations as a debtor-in possession; (c) reviewing all loan documents and leases executed by the Debtor; (d) attending all meetings required by the court and informal meetings with creditors; (e) taking necessary legal actions to preserve assets of the bankruptcy estate; (f) preparing legal papers; (g) preparing disclosure statement, reorganization plan and ballots necessary to get confirmation of such plan; (h) representing the Debtor with respect to post-petition financing; (i) appearances before the court; and (j) performing other necessary legal services with respect to the Debtor's continued business operation prior to confirmation of its plan, eventual liquidation of the bankruptcy estate and payment to unsecured creditors. Mr. Borris will be paid $250 per hour for his services. Prior to the Debtor's bankruptcy filing, he received payment in the amount of $5,717, of which $1,717 was used to pay the filing fee. The remaining $4,000 will be used as retainer for his legal fees. In a court filing, Mr. Borris disclosed that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Mr. Borris' contact information is: Nathan D. Borris, Esq. The Law Office of Nathan D. Borris, Esq. 1380 A Street Hayward, CA 94541 Tel: (510) 581-7113 Fax: (510) 581-7112 E-mail: nateborris@gmail.com About Bench and Bar Bench and Bar Inc. is a bar and night club whose assets are primarily furniture, barware, sound equipment, liquor license, business bank accounts and beverage inventory. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 16-41611) on June 11, 2016. BON-TON STORES: Nine Directors Elected at Annual Meeting -------------------------------------------------------- On June 14, 2016, The Bon-Ton Stores, Inc., held its annual meeting of shareholders at which the shareholders: (1) elected Kathryn Bufano, Michael L. Gleim, Tim Grumbacher, Todd C. McCarty, Daniel T. Motulsky, Paul E. Rigby, Jeffrey B. Sherman, Steven B. Silverstein and Debra K. Simon as directors to hold office until the 2017 Annual Meeting and until their respective successors have been elected; (2) approved, on an advisory basis, the compensation of the named executive officers of the Company; and (3) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending Jan. 28, 2017. About Bon-Ton Stores The Bon-Ton Stores, Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 270 stores, which includes nine furniture galleries and four clearance centers, in 26 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates. The stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. For further information, please visit the investor relations section of the Company's Web site at http://investors.bonton.com. Bon-Ton Stores reported a net loss of $57.05 million on $2.71 billion of net sales for the fiscal year ended Jan. 30, 2016, compared to a net loss of $6.97 million on $2.75 billion of net sales for the fiscal year ended Jan. 31, 2015. As of April 30, 2016, Bon-Ton had $1.51 billion in total assets, $1.51 billion in total liabilities, and a $1.25 million total shareholders' deficit. * * * As reported in the TCR on Dec. 4, 2015, Moody's Investors Service downgraded Bon-Ton Stores's Corporate Family Rating to Caa1 from B3. The company's Speculative Grade Liquidity rating was affirmed at SGL-2. The rating outlook is stable. The downgrade considers the continuing and persistent negative pressure on Bon-Ton's revenue and EBITDA margins which has been accelerating during the course of fiscal 2015. Standard & Poor's Ratings Services in December 2015 lowered its corporate credit rating Bon-Ton Stores to 'CCC+' from 'B-'. The outlook is negative. S&P said the downgrade reflects both Bon-Ton's weakening performance and our forecast for an unsustainable capital structure and "less than adequate" liquidity. BON-TON STORES: Terminates Shares Offering Under Retirement Plan ---------------------------------------------------------------- The Bon-Ton Stores, Inc., filed with the Securities and Exchange Commission post-effective amendments to the following Registration Statements on Form S-8: * Registration Statement No. 33-43105, registering 150,000 shares of the Registrant's common stock, par value $0.01 per share, under The Bon-Ton Stores, Inc. Retirement Contribution Plan, as amended from time to time; * Registration Statement No. 333-36725, registering 300,000 shares of Common Stock under the Plan; * Registration Statement No. 333-65120, registering 900,000 shares of Common Stock under the Plan; * Registration Statement No. 333-169063, registering 500,000 shares of Common Stock under the Plan; and * Registration Statement No. 333-178338, registering 2,000,000 shares of Common Stock under the Plan. The Registration Statements also registered an indeterminate amount of interests to be offered or sold pursuant to the Plan. The Plan no longer offers Common Stock as an investment option. Accordingly, Bon-Ton Stores terminates the effectiveness of the Registration Statements and, pursuant to the undertakings contained in the Registration Statements to remove from registration by means of a post-effective amendment any of the securities that had been registered for issuance but remain unsold at the termination of the offering, the Company removes from registration any remaining shares of Common Stock and all plan interests that were registered for issuance pursuant to the Registration Statements and that remain unsold as of June 16, 2016. The Registration Statements were amended, as appropriate, to reflect the deregistration of such Common Stock and Plan interests. About Bon-Ton Stores The Bon-Ton Stores, Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 270 stores, which includes nine furniture galleries and four clearance centers, in 26 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and Younkers nameplates. The stores offer a broad assortment of national and private brand fashion apparel and accessories for women, men and children, as well as cosmetics and home furnishings. For further information, please visit the investor relations section of the Company's Web site at http://investors.bonton.com. Bon-Ton Stores reported a net loss of $57.05 million on $2.71 billion of net sales for the fiscal year ended Jan. 30, 2016, compared to a net loss of $6.97 million on $2.75 billion of net sales for the fiscal year ended Jan. 31, 2015. As of April 30, 2016, Bon-Ton had $1.51 billion in total assets, $1.51 billion in total liabilities, and a $1.25 million total shareholders' deficit. * * * As reported in the TCR on Dec. 4, 2015, Moody's Investors Service downgraded Bon-Ton Stores's Corporate Family Rating to Caa1 from B3. The company's Speculative Grade Liquidity rating was affirmed at SGL-2. The rating outlook is stable. The downgrade considers the continuing and persistent negative pressure on Bon-Ton's revenue and EBITDA margins which has been accelerating during the course of fiscal 2015. Standard & Poor's Ratings Services in December 2015 lowered its corporate credit rating Bon-Ton Stores to 'CCC+' from 'B-'. The outlook is negative. S&P said the downgrade reflects both Bon-Ton's weakening performance and our forecast for an unsustainable capital structure and "less than adequate" liquidity. BONANZA CREEK: Marvin Chronister Quits as Directors --------------------------------------------------- Marvin M. Chronister submitted his resignation to the Board of Directors of Bonanza Creek Energy, Inc. on June 16, 2016, according to a regulatory filing with the Securities and Exchange Commission. Mr. Chronister has been a director of the Company since March 2011. Mr. Chronister resigned as a Class III Director of the Company and as a member of the Audit Committee, the Nominating and Corporate Governance Committee, the Environmental, Health, Safety and Regulatory Compliance Committee and the Reserves Committee of the Board effective immediately. Mr. Chronister's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. As a result of Mr. Chronister's resignation, the size of the Board has been reduced from six to five directors. In connection with Mr. Chronister's resignation, the Company and Mr. Chronister entered into a separation and release agreement, effective as of June 16, 2016. Pursuant to the Separation Agreement, (i) the Company will pay Mr. Chronister $180,000 (representing the base $90,000 annual retainer that Mr. Chronister would have received had he continued as a director of the Company for the two years remaining in his current term), (ii) all unvested restricted stock of the Company held by Mr. Chronister will vest immediately and (iii) Mr. Chronister agreed to certain releases and waivers. In addition, Mr. Chronister and the Company are subject to certain mutual non-disparagement obligations pursuant to the terms of the Separation Agreement. About Bonanza Creek Bonanza Creek is an independent energy company engaged in the acquisition, exploration, development and production of onshore oil and associated liquids-rich natural gas in the United States. Bonanza Creek Energy, Inc. was incorporated in Delaware on Dec. 2, 2010, and went public in December 2011. Bonanza Creek reported a net loss of $745.54 million on $292.67 million of oil and gas sales for the year ended Dec. 31, 2015, compared to net income of $20.28 million on $558.63 million of oil and gas sales for the year ended Dec. 31, 2014. As of March 31, 2016, Bonanza had $1.42 billion in total assets, $1.25 billion in total liabilities and $165 million in total stockholders' equity. * * * 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 company Bonanza Creek Energy Inc. to 'CCC' from 'B-'. The outlook is negative. Bonanza Creek carries a B2 corporate family rating from Moody's Investors Service. CABLEVISION SYSTEMS: Moody's Cuts Corporate Family Rating B1 ------------------------------------------------------------ Moody's Investors Services has downgraded the Corporate Family Rating of Cablevision Systems Corporation two notches to B1 from Ba2 following final regulatory approval for the acquisition of a majority equity interest in Cablevision by an affiliate of Altice N.V. ("Altice"). The transaction was approved by the NY State Public Utility Commission (PUC) on June 15, following approvals in May from the US Federal Communications Commission, US Department of Justice and New Jersey Public Utilities Commission. This rating action concludes the review for downgrade initiated on September 17, 2015. The transaction to acquire Cablevision was announced on September 17, 2015 and valued Cablevision at $17.7 billion, or approximately 9x EBITDA. Moody's has downgraded CSC Holdings, LLC's ("CSC Holdings", a subsidiary of Cablevision) secured credit facility rating one notch to Ba1, unsecured rating three notches to B2, and the unsecured rating at Cablevision Systems Corporation two notches to B3. In September of 2015, Altice issued approximately $8.6 billion of new debt through a financing escrow entity called Neptune Finco Corporation ("Neptune"). Neptune issued $4.8 billion of senior secured debt and $3.8 billion of unsecured debt which Moody's rated Ba1 and B2 respectively. At close the two classes of Neptune debt will be merged with and into CSC Holdings and rank pari passu with the similarly rated existing debt of CSC Holdings. Also at close, Neptune's B1 CFR and B1-PD PDR will be withdrawn. Cablevision's speculative-grade liquidity ("SGL") rating is affirmed at SGL-2 reflecting its good liquidity. The outlook is stable. Downgrades: Issuer: Cablevision Systems Corporation -- Corporate Family Rating, Downgraded to B1 from Ba2 -- Probability of Default Rating, Downgraded to B1-PD from Ba2-PD -- Senior Unsecured Regular Bond/Debenture, Downgraded to B3 (LGD6) from B1 (LGD5) Affirmations: Issuer: Cablevision Systems Corporation -- Speculative Grade Liquidity Rating, Affirmed SGL-2 Outlook Actions: Issuer: Cablevision Systems Corporation -- Outlook, Changed To Stable From Rating Under Review -- Issuer: CSC Holdings, LLC Downgrades: -- Senior Secured Bank Credit Facilities, Downgraded to Ba1 (LGD2) from Baa3 (LGD2) (Ratings to be withdrawn) -- Senior Unsecured Regular Bond/Debenture, Downgraded to B2 (LGD4) from Ba2 (LGD4) Outlook Actions: Issuer: CSC Holdings, LLC -- Outlook, Changed To Stable From Rating Under Review Affirmations: Issuer: Neptune Finco Corp. -- Senior Secured Bank Credit Facilities, Affirmed Ba1 (LGD2) -- Senior Unsecured Gtd. Regular Bond/Debenture, Affirmed Ba1 (LGD2) -- Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD4) Ratings to be Withdrawn -- Probability of Default Rating, B1-PD -- Corporate Family Rating, B1 Outlook Actions: Issuer: Neptune Finco Corp. -- Outlook, Remains Stable RATINGS RATIONALE CCablevision's B1 CFR reflects its high leverage, parent company's aggressive financial policy, and significant business risk inherent in Altice's cost cutting strategy. Pro forma for the transaction and excluding any proposed synergies, Cablevision's leverage will be approximately 8x (debt-to-EBITDA, Moody's adjusted), which is very high relative to the B1 rating and amplifies risk for a company in a capital intensive, competitive industry. Management has proposed $450 million of annual run-rate cost savings, which Moody's expects to occur over an 18-24 month timeline. Pro forma for these savings, leverage would be in the mid 6x (Moody's adjusted) range. We believe that Altice will quickly reduce costs and realize meaningful savings which will result in falling leverage. However, if the cost cuts drive too fast a pace of organizational change and headcount reduction, this could result in disruptions to Cablevision's service quality and lead to market share erosion. This business risk, combined with the elevated financial risk from the debt raised to fund the transaction are reflected in the B1 corporate family rating. Offsetting these limiting factors are Cablevision's strong market position with a quality base of network assets and favorable demographics within its footprint. Moody's expects leverage to fall to around 6x (Moody's adjusted) by the end of 2018 from around 8x (Moody's adjusted) at inception. Moody's projects free cash flow as a percentage of debt to remain in the low single digit range over this time frame, primarily as a result of the increasing interest expense offsetting a reduction in capital intensity and elimination of dividends. Cablevision competes head to head with Verizon's FiOS service in about half of its urban footprint. Moody's views FiOS as a competitive product offer and expects Verizon to gain market share if Cablevision stumbles operationally. However, Cablevision's industry leading market share reflects solid operating performance, despite weak overall industry video subscriber trends. Moody's expects broadband and small business segment results to remain strong and Cablevision to retain its current market share position. The stable outlook is based upon Moody's expectation that leverage will decline towards 6x over the next 18-24 months. The outlook also reflects Moody's view that Cablevision will continue to generate positive free cash flow and maintain good liquidity. Moody's would consider an upgrade if leverage fell below 5x (Moody's adjusted) and free cash flow as a percentage of debt was above 5%, both on a sustained basis. Additionally, an upgrade would be dependent upon Cablevision maintaining or improving its market share and liquidity. Moody's would consider a downgrade if leverage is not on track to fall below 6x (Moody's adjusted) by year end 2018, liquidity were to become constrained, or market share materially erodes. Headquartered in Bethpage, New York, Cablevision Systems Corporation (Cablevision) serves approximately 2.6 million video customers, 2.8 million high speed data customers, and 2.2 million voice customers in and around the New York metropolitan area. Cablevision is the direct parent of CSC Holdings, LLC (CSC), which also owns Newsday LLC, the publisher of Newsday and other niche publications. Revenue for LTM March 31, 2016 was approximately $6.5 billion. Following the formal close of the purchase, Altice N.V will own a 70% equity interest in Cablevision. CAESARS ENTERTAINMENT: Judge Approves Stay of Guarantee Actions --------------------------------------------------------------- In a regulatory filing with the Securities and Exchange Commission, Judge Benjamin Goldgar approved on June 15, 2016, the request by the debtors in the Chapter 11 bankruptcy proceedings of Caesars Entertainment Operating Company, Inc. to stay the parent guarantee actions being pursued against parent Caesars Entertainment Corporation through Aug. 29, 2016. Spokespersons for Caesars indicate that: "We are pleased that Judge Goldgar's ruling temporarily removes the threat of pending guarantee litigation against Caesars Entertainment Corp., so that we can focus our energies on resolving this case. We are committed to working closely with the creditor groups to gain their support for a restructuring agreement that provides the greatest recoveries to creditors and positions the business to continue to operate and grow substantially." About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, The RSA became effective pursuant to its terms as of Jan. 9, 2015. Appaloosa Investment Limited, et al., owed $41 million on account of 10% second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner. CASCADES INC: S&P Raises CCR to 'BB-', Outlook Stable ----------------------------------------------------- S&P Global Ratings said it raised its long-term corporate credit rating on Kingsey Falls, Que.-based Cascades Inc. to 'BB-' from 'B+'. The outlook is stable. At the same time, S&P Global Ratings raised its issue-level rating on the company's senior secured bank loan to 'BB+' from 'BB' and its senior unsecured notes to 'BB-' from 'B+'. The recovery ratings of '1' and '4', respectively, are unchanged. S&P Global Ratings also revised its financial risk profile on the company to aggressive from highly leveraged, which primarily reflects its expectation for Cascades to apply most of its free cash flow toward debt reduction over the next two years. "The upgrade reflects our expectation that Cascades' credit measures will continue to improve over the next 12 months as the company deploys free cash flow toward debt repayment," said S&P Global Ratings credit analyst Alessio Di Francesco. Adjusted EBITDA increased by more than 25% in 2015 contributing to an improvement in our leverage and cash flow ratios. S&P believes this improvement was primarily due to the depreciation of the Canadian dollar against the U.S. dollar, lower raw material costs from slower demand in China, and stable demand for packaging and tissue products in North America. S&P expects market conditions to remain generally favorable through 2016, with modest consolidated EBITDA growth led by the company's tissue products segment. The aggressive financial risk profile reflects S&P's base-case expectation that adjusted debt-to-EBITDA should be at or below 4x in the next couple of years. It also incorporates S&P's view that Cascades' credit measures are highly volatile due in part to the company's earnings and cash flow sensitivity to fluctuating selling prices, input costs, and foreign currency rates. S&P's weak business risk profile reflects its assessment of Cascades' packaging products segment as classified within the containers and packaging industry, and the tissue papers segment as classified within the branded nondurables industry. The business risk profile also incorporates S&P's view that the company's earnings are more volatile than other containers and packaging companies. That said, profitability has improved considerably over the past few years and S&P considers Cascades' business risk profile at the stronger end of the assessment. The packaging products segment accounts for about 70% of consolidated revenue and includes Cascades' containerboard, European boxboard, specialty papers, recycling and recovery, industrial packaging, and consumer packaging operations. The tissue paper segment accounts for about 30% of consolidated revenue and is split between the retail and away-from-home markets, which S&P believes benefit from stable demand driven primarily by population growth. The stable outlook reflects expectation that Cascades sustain adjusted debt-to-EBITDA at or below 4x over the next couple of years and that its liquidity remain strong. S&P could lower its ratings on the company over the next 12 months if S&P expects adjusted debt-to-EBITDA to be sustained above 4.5x or if liquidity deteriorates. This could occur if EBITDA and cash flow generation come under pressure from increased input costs or lower selling prices. Leverage could also increase above S&P's threshold if Cascades raises debt to fund capital expenditures or acquisitions. Although unlikely over the next 12 months, S&P could raise its ratings on the company if it expects Cascades to sustain adjusted debt-to-EBITDA below 3.5x and for profitability to improve. This could occur if an improved cost profile results in greater free cash flow generation and debt reduction than S&P had expected. CCH JOHN EAGAN: Wants Plan Filing Period Extended to July 15 ------------------------------------------------------------ CCH John Eagan II Homes, L.P., asks the U.S. Bankruptcy Court for the Southern District of Florida to extend for 120 days the exclusivity period and the deadline to file a plan and disclosure statement to July 15, 2016, and for 180 days the solicitation period to Sept. 13, 2016. The Debtor recently entered into a settlement wherein the Debtor would be required to file a plan and disclosure statement by July 15, 2016. The Debtor submits that cause exists to grant the extensions. The Court has already ordered that the Debtor would have 30 days following a ruling on the motion to file a plan and disclosure statement. The July 15, 2016 deadline that the Debtor is requesting will arrive more than 30 days before a court order is entered on the pending motion to approve the stipulation. The Debtor's counsel can be reached at: Howard D. DuBosar, Esq. Robert C. Sheres, Esq. DuBosar Sheres, P.A. 1800 N. Military Trail, Suite 470 Boca Raton, FL 33431 Tel: (561) 544-8980 E-mail: RSheres@dubolaw.com HDuBosar@dubolaw.com About CCH John Eagan Headquartered in Palm Beach Gardens, Florida, CCH John Eagan II Homes, L.P., owns and operates a 180 unit multifamily apartment complex in Atlanta, Georgia commonly known as Magnolia Park Apartments Phase II. It filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 15-31082) on Dec. 1, 2015, and is Eric A Rosen, Esq., at Fowler White Burnett, P.A. At the time of the filing, the Debtor estimated its assets at between $1 million and $10 million and liabilities at between $10 million and $50 million. Judge Erik P. Kimball presides over the case. The petition was signed by Yashpal Kakkar, managing member, CCH John Eagan II Partners, LLC, GP. CEC ENTERTAINMENT: Bank Debt Trades at 3% Off --------------------------------------------- Participations in a syndicated loan under which CEC Entertainment Inc. is a borrower traded in the secondary market at 97.58 cents-on-the-dollar during the week ended Friday, June 10, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.21 percentage points from the previous week. CEC Entertainment pays 350 basis points above LIBOR to borrow under the $0.725 billion facility. The bank loan matures on Feb. 18, 2021 and carries Moody's B2 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 10. CHAPARRAL ENERGY: Company Presentation and Projections Filed ------------------------------------------------------------ Chaparral Energy, Inc. -- in connection with discussions with certain holders of the Company's senior notes and certain lenders under its credit facility and their respective financial and legal advisers regarding a potential refinancing or restructuring of the Company's debt -- filed with the Securities and Exchange Commission material non-public information provided to the Noteholders and the Lenders in connection with those discussions. A copy of the Discussion Materials is available at https://is.gd/m9lC0B About Chaparral Energy Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation headquartered in Oklahoma City and a pure play Mid-Continent independent oil and natural gas exploration and production company. At March 31, 2016, the Company had total assets of $1,229,373,000, total current liabilities of $1,940,742,000 and total stockholders' deficit of $759,546,000. Chaparral Energy, Inc., and its 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code in the District of Delaware (Lead Case No. 16-11144) on May 9, 2016. The petition was signed by Mark A. Fischer, chief executive officer. The Debtors are represented by Richard Levy, Esq., Keith Simon, Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham & Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., as counsel. Kurtzman Carson Consultants LLC serves as administrative advisor. The Office of the U.S. Trustee on May 18 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 cases of Chaparral Energy, Inc. and its affiliates. CLIFFS NATURAL: Plans to Sell $300 Million Common Shares -------------------------------------------------------- Cliffs Natural Resources Inc. filed with the Securities and Exchange Commission a Form S-1 registration statement relating to the sale of an undetermined amount of common shares with a proposed maximum aggregate offering price of $300 million. The Company's common shares trade on the New York Stock Exchange under the symbol "CLF." On June 15, 2016, the last sale price of the common shares as reported on the New York Stock Exchange was $4.95 per share. A full-text copy of the preliminary prospectus is available for free at https://is.gd/qOjwHR About Cliffs Natural Resources Cliffs Natural Resources Inc. -- http://www.cliffsnaturalresources.com/-- is a mining and natural resources company. The Company is a major supplier of iron ore pellets to the U.S. steel industry from its mines and pellet plants located in Michigan and Minnesota. Cliffs also produces low-volatile metallurgical coal in the U.S. from its mines located in West Virginia and Alabama. Additionally, Cliffs operates an iron ore mining complex in Western Australia and owns two non-operating iron ore mines in Eastern Canada. Driven by the core values of social, environmental and capital stewardship, Cliffs' employees endeavor to provide all stakeholders operating and financial transparency. On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of its affiliates, including Cliffs Quebec Iron Mining ULC commenced restructuring proceedings in Montreal, Quebec, under the Companies' Creditors Arrangement Act (Canada). The initial CCAA order will address the Bloom Lake Group's immediate liquidity issues and permit the Bloom Lake Group to preserve and protect its assets for the benefit of all stakeholders while restructuring and sale options are explored. Cliffs Natural reported a net loss attributable to Cliffs common shareholders of $788 million on $2.01 billion of revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to Cliffs common shareholders of $7.27 billion on $3.37 billion of revenues for the year ended Dec. 31, 2014. As of March 31, 2016, Cliffs Natural had $1.88 billion in total assets, $3.58 billion in total liabilities and a total deficit of $1.69 billion. * * * As reported by the TCR on April 19, 2016, Standard & Poor's Ratings Services said it raised its corporate credit rating on Cleveland-based Cliffs Natural Resources Inc. to 'CCC+' from 'SD'. Cliffs Natural carries a 'Ca' corporate family rating from Moody's Investors Service. COMBIMATRIX CORP: Perkins Capital Reports 4% Stake as of May 31 --------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Perkins Capital Managment, Inc. disclosed that as of May 31, 2016, it beneficially owns 35,851 shares of common stock of CombiMatrix Corporation representing 4 percent of the shares outstanding. A copy of the regulatory filing is available for free at https://is.gd/eyjswE About Combimatrix Combimatrix specializes in pre-implantation genetic screening, miscarriage analysis, prenatal and pediatric healthcare, offering DNA-based testing for the detection of genetic abnormalities beyond what can be identified through traditional methodologies. Its clinical lab and corporate offices are located in Irvine, California. Combimatrix reported a net loss of $6.60 million in 2015 compared to a net loss of $8.70 million in 2014. As of March 31, 2016, Combimatrix had $11.20 million in total assets, $2.52 million in total liabilities and $8.68 million in total stockholders' equity. Haskell & White LLP, in Irvine, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has limited working capital and a history of incurring net losses and net operating cash flow deficits. These conditions raise substantial doubt about the Company's ability to continue as a going concern. COSTA DORADA APARTMENTS: Taps Hilco Real Estate as Broker --------------------------------------------------------- Costa Dorada Apartments Corp. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Hilco Real Estate Auctions LLC as its broker. The Debtor tapped the firm to market and conduct a sale of its real property located at 900 Calle Emilio Gonzalez, Isabella, Puerto Rico. Hilco Real Estate will receive a commission, which 6% of the gross sale price in the event of a sale procured by the firm. Jeffrey Azuse of Hilco Real Estate disclosed in a court filing that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey Azuse Hilco Real Estate Auctions LLC 5 Revere Drive Suite 206 Northbrook, IL 60062 Tel: (847) 418-2703 (847) 418-2725 The Debtor can be reached through its counsel: Jaime Rodriguez Rodriquez, Esq. Rodriguez & Asociados, Abogados, CSP Po Box 2477 Vega Baja, PR 00694 Tel: 787 858-5324 Fax: 7878585324 Email: lcdojaimerodriguez@yahoo.com About Costa Dorada Apartments Costa Dorada Apartments Corp. is based in Isabela, Puerto Rico. Costa Dorada filed a chapter 11 petition (Bankr. D. P.R. Case No. 15-04474) on June 12, 2015, and is represented by Jaime Rodriguez Rodriquez, Esq., at Rodriguez & Asociados, Abogados, CSP, in Vega Baja, Puerto Rico. At the time of the filing, the Debtor estimated assets and debts to be between $1 million to $10 million. CUSTOM ECOLOGY: S&P Lowers Rating to CCC+ on Covenant Violation --------------------------------------------------------------- S&P Global Ratings said that it has downgraded Custom Ecology Inc. to 'CCC+' from 'B-' and placed all of its ratings on the company on CreditWatch with negative implications. At the same time, S&P lowered its issue-level ratings on the company's senior unsecured facility to 'CCC+' from 'B-'. The '3' recovery rating remains unchanged, indicating S&P's expectation for meaningful (50%-70%; lower end of the range) recovery in the event of a payment default. "We downgraded Custom Ecology and placed our ratings on the company on CreditWatch negative because it did not meet the financial performance covenants associated with its senior secured facility," said S&P Global credit analyst Daniel Lee. "Because of this, the company is unable to draw on its $20 million revolving credit facility until it amends the covenant." Additionally, S&P has revised its assessment of the company's liquidity position to less than adequate from adequate and S&P's assessment of its management and governance to negative from fair because of the restrictions on its revolving credit facility, its management turnover, and its general risk management standards and controls. The CreditWatch negative placement reflects that S&P may take further rating actions on Custom Ecology over the next 90 days as it attempts to secure an amendment or waiver from its lenders. S&P will remove its ratings on the company from CreditWatch after the issues with its financial performance covenant are resolved. If Custom Ecology is unable to obtain an amendment or waiver from its lenders or the negotiations result in ongoing tight covenant compliance and an aggressive schedule of step-downs, S&P could lower its ratings on the company. If the company is able to secure an amendment or waiver with favorable terms that provides it with sufficient cushion under its covenants over the next 12-18 months and improved liquidity (with close to full availability under its revolving credit facility)--and S&P expects that it will face stable operating trends over the next few quarters-- S&P could affirm its ratings on the company. S&P will continue to monitor developments related to the amendment or waiver and plan to resolve the CreditWatch negative placement upon receipt of relevant information. CYTORI THERAPEUTICS: Closes Rights Offering for $17M Proceeds ------------------------------------------------------------- Cytori Therapeutics, Inc., closed its rights offering to subscribe for units at a subscription price of $2.55 per unit. Pursuant to the Rights Offering, Cytori sold an aggregate of 6,704,852 units consisting of a total of 6,704,852 shares of common stock and 3,352,306 warrants, with each warrant exercisable for one share of common stock at an exercise price of $3.06 per share, resulting in total gross proceeds to Cytori of $17.1 million. The warrants issued pursuant to the Rights Offering have commenced trading on The Nasdaq Stock Market under the symbol "CYTXW" (CUSIP Number 23283K121). Maxim Group LLC acted as dealer-manager for the Rights Offering. If you have questions about the offering, please contact Broadridge Corporate Issuer Solutions, Inc., Cytori's information agent for the Rights 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. Cytori's registration statement on Form S-1 was declared effective by the U.S. Securities and Exchange Commission on May 26, 2016. The prospectus, the prospectus supplement no. 1 thereto dated May 31, 2016, the prospectus supplement no. 2 thereto dated June 6, 2016 and the prospectus supplement no. 3 thereto dated June 13, 2016, and all of Cytori's SEC filings may be found in the Investor Relations section of Cytori's website at www.ir.cytori.com. 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. DISPOSAL TEJAS: Seeks Approval to Hire Billy Boone to Sell Assets ----------------------------------------------------------------- Disposal Tejas, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire asset consultants. The Debtor proposes to hire Billy Boone, Esq., a licensed attorney in Texas, and his assistant, Jet Ellis, to look for a potential buyer of a 2012 lease through which it operates a salt water disposal well in Crockett County, Texas. Both consultants will also assist in auctioning off the Debtor's assets and advise the Debtor concerning the assignment of the lease to the buyer. They will be paid 10% of the sale price as compensation for their services. In court filings, Messrs. Boone and Ellis disclosed that they do not have any connection with the Debtors or any of their creditors. About Disposal Tejas Disposal Tejas, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Texas Case No. 16-60064) on June 6, 2016. The petition was signed by Francisco J. McGee, manager. The case is assigned to Judge Robert L. Jones. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. DORAL DENTAL: Wants Exclusivity Period Extended to Oct. 17 ---------------------------------------------------------- Doral Dental, P.A., asks the U.S. Bankruptcy Court for the Southern District of Florida to extend the exclusivity period and the time to assume or reject leases to Oct. 17, 2016. The Debtor says it needs more time to negotiate with creditors for a consensual plan and disclosure and lease assumption. Under the Bankruptcy Code Section 365(d)(4), the Debtors have 120 days (or another 90 days, up to 210 days, with the Court's permission) to determine whether to assume or reject leases. The 120 days to assume or reject runs out on July 19, 2016, and 210 days would expire on Oct. 17, 2016. Claims bar date is July 25, 2016. Joel M. Aresty, Esq., the Debtor's bankruptcy counsel, has a planned family vacation scheduled for July 4-25 which will require travel. The Debtor says that it is logical to defer filing a plan until after the claims bar date, which is July 25, 2016. The Debtor's bankruptcy counsel can be reached at: JOEL M. ARESTY, P.A. 309 1ST Ave S Tierra Verde, FL 33715 Tel: (305) 899-9876 Fax: (305) 723-7893 E-mail: Aresty@Mac.com Website: http://www.Joelaresty.com Doral Dental, PA, filed a Chapter 11 Petition (Bankr. S.D. Fla., Case No. 16-13927) on March 21, 2016. The Debtor is represented by Joel M. Aresty, Esq. DRAW ANOTHER CIRCLE: Files Voluntary Ch. 11 Bankruptcy Petition --------------------------------------------------------------- Draw Another Circle (the "Company"), the parent of Hastings, SPImages and MovieStop, on June 13, 2016, disclosed that the Company is now initiating a detailed process to evaluate offers for the assets of Hastings and SPImages, in order to maximize stakeholder value. This follows the Company's launch of a successful refresh program across 20 Hastings entertainment superstores and the implementation of a series of initiatives aimed at increasing operational efficiency and overall profitability. The Company believes that the Hastings assets will be most valuable to a buyer who wants to complete the refresh program across the store base and benefit from higher levels of sales and profitability at the revitalized locations. "In the past six months, Hastings has made significant progress in transforming our stores into entertainment destinations with exciting new categories that appeal to every member of the family and also extend to our e-commerce business," said Jim Litwak, President and Chief Operating Officer of Hastings. "We are hopeful that we are on the right path but need an additional cash infusion to complete our remerchandising strategy. An asset sale to a well-capitalized purchaser would give us this financial stability and allow the buyer to pick and choose the assets it wants to acquire, while also disassociating us from the unique challenges facing our sister companies and creating new opportunities to generate long-term value for our creditors, associates, customers, suppliers and ultimately the communities we serve." To facilitate an orderly sale process while also addressing other legacy liabilities, Draw Another Circle and its subsidiaries have filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code. SPImages will continue a parallel sale process through Chapter 11, while MovieStop will continue its inventory clearance sales, which are expected to be completed in July. Hastings and SPImages will operate in the ordinary course while they evaluate potential offers. All three businesses expect to maintain associates' existing wages and benefit programs. To this end, Bank of America has committed to providing $90 million in new debtor-in-possession ("DIP") financing, which, combined with cash from ongoing operations, will ensure the businesses are able to meet their financial commitments throughout this process. As part of the Chapter 11 process, all potential buyers will have the opportunity to submit offers for the Hastings and SPImages business assets, and if more than one offer is received, an auction process will be held to ensure the highest or otherwise best sale is achieved for each business. Hastings and SPImages hope to complete their respective sale processes within 30 days. The Chapter 11 cases are being heard in the United States Bankruptcy Court for the District of Delaware. Draw Another Circle, Hastings, MovieStop and SPImages are advised by Cooley LLP, Whiteford, Taylor & Preston LLP, RCS Real Estate Advisors, and FTI Consulting. About Hastings Founded in 1968, Hastings is a multimedia entertainment retailer that combines the sale of new and used books, videos, video games and CDs, apparel, collectibles, kids, licensed merchandise, consumables, comics, recreation, hobby and consumer electronics merchandise, with the rental of videos and video games in a superstore format. It currently operates 123 superstores, averaging approximately 24,000 square feet, primarily in medium-sized markets throughout the United States. It also operates two concept stores, TRADESMART, located in Littleton, Colorado and Albuquerque, N.M. It also operates www.goHastings.com, an e-commerce Internet web site that makes available to our customers new and used entertainment products and different, contemporary gifts and toys. The site features exceptional product and pricing offers. The Investor Relations section of our web site contains press releases, a link to request financial and other literature and access to our filings with the Securities and Exchange Commission. About SPImages SP Images, Inc. ("SPI"), a Massachusetts corporation, is a full-service licensed distributor of sports and entertainment products and apparel headquartered in Franklin, Massachusetts. SPI specializes in providing retail partners with an unmatched assortment of licensed merchandise. SPI stocks over 20,000 individual items licensed by Major League Baseball, the National Football League, the National Hockey League, the National Basketball Association, Marvel Comics, DC Comics and many more. About MovieStop MovieStop, LLC is a leading value retailer of new and used movies based in Atlanta, GA. MovieStop currently operates 39 destination locations in 10 states, primarily along the Eastern United States Coast. The chain was established in 2004 originally operating as a division of GameStop, and subsequently spun out into a private entity. Over the last 10 years, MovieStop has perfected a unique business model (buy / sell / trade) that offers the consumer unrivaled value, selection and service. The concept revolves around selling the broadest catalog of new and used movie titles alongside the latest new release hits. Central to the concept is MovieStop's proven ability to make the market on used movie titles on a large scale. MovieStop has changed the way consumers purchase movies by offering significantly better value, selection, and service as compared to its contemporaries. About Draw Another Circle Draw Another Circle, LLC and four of its subsidiaries, namely, Hastings Entertainment, Inc., MovieStop, LLC, SP Images, Inc., and Hastings Internet, Inc., filed voluntary petitions under Chapter 11 of the Bankruptcy Code on June 13, 2016. The main debtor is Draw Another Circle, LLC (Bankr. D. Del. Lead Case No. 16-11452). As of the bankruptcy filing, Hastings operated 123 entertainment superstores, averaging approximately 24,000 square feet, principally in medium-sized markets located in 19 states, primarily in the Northwestern, Midwestern, and Southeastern United States, and had over 3,500 employees. As of the Petition Date, Atlanta-based MovieStop operated 39 destination locations in 10 states, primarily along the Eastern United States Coast. Headquartered in Franklin, Massachusetts, SP Images, Inc., is a distributor of sports and entertainment products and apparel. Hastings, MovieStop and SPI are each wholly-owned subsidiaries of DAC. The Debtors tapped Whiteford, Taylor & Preston LLC and Cooley LLP as attorneys; RCS Real Estate Advisors as lease disposition consultants; FTI Consulting as financial advisor; and Rust Consulting/Omni Bankruptcy as claims and noticing agent. DYNCORP INT'L: Moody's Ups CFR to Caa2 on Debt Exchange Completion ------------------------------------------------------------------ Moody's Investors Service has upgraded the Corporate Family Rating of DynCorp International, Inc. ("DI") to Caa2 from Caa3 upon completion of the company's debt exchange transaction. Concurrently, the company's instrument ratings have been affirmed. The rating outlook has been changed to stable from negative. In Moody's view the transaction represented a distressed exchange on the senior unsecured notes due 2017 and an "LD" suffix, designating limited default, has been affixed to DI's probability of default rating. After three days, the suffix will be removed. RATINGS RATIONALE The Caa2 CFR reflects an improved liquidity position from the transaction. Following effectiveness of a bank facility amendment that was contingent on the exchange transaction, among other changes, the revolver maturity has been extended to 2019, the term loan to 2020, and scheduled maintenance covenant test thresholds have become less demanding. DI will now possesses better financial maneuvering room to operate, pursue its new business initiatives and grow revenues. The timing is fortuitous as annual US defense service outlays should begin to rise at a low single digit percent rate in 2017. Further, the rating considers that DI's broad capabilities and well known contract execution track record hold promise within the foreign military sales market. The company can now more robustly pursue the foreign market following its newly formed Global Advisory Group, whose operations became funded through the transaction in a $30 million third lien obligation that Cerberus extended. (In 2015 foreign sales only represented 7% of sales.) Despite liquidity profile improvements, the speculative grade liquidity rating has been affirmed at SGL-4, designating a still-weak liquidity position. The $39.3 million of senior unsecured notes that did not participate in the exchange will mature in July 2017. Per terms of the company's bank amendment, repayment of those stub notes will require equity issuance or unsecured junior debt proceeds. The bank facility also contains an acceleration provision should the stub notes not be repaid. Moody's will therefore likely continue to view the liquidity profile as weak until the near-liability is met. If not for the near-term note maturity, the liquidity position would be viewed as adequate because sufficient cash and revolver availability exist to meet scheduled debt amortization and operational needs. Moody's said, "The rating outlook is stable because we expect that free cash should cover most if not all of the near-term scheduled loan amortization of $22 million. The US defense budget outlook has improved, and the likelihood that DI's INL Airwing contract will be extended to 2017 also improved with a US State Department announcement of June 6." Upward rating movement would depend on expectation of adequate liquidity, debt to EBITDA at 7x or below and free cash flow to debt approaching 5%. Downward rating pressure would follow backlog decline, revolver dependence or a lack of liquidity profile improvement by mid-2017. Issuer: DynCorp International Inc. Upgrades: -- Probability of Default Rating, Upgraded to Caa2-PD /LD from Caa3-PD -- Corporate Family Rating, Upgraded to Caa2 from Caa3 Affirmations: -- Speculative Grade Liquidity Rating, Affirmed SGL-4 -- Senior Secured Bank Credit Facility Due 2019/2020, Affirmed B1 (LGD 2) -- Senior Secured Regular Bond/Debenture Due 2020, Affirmed Caa2 (LGD 4) -- Senior Unsecured Regular Bond/Debenture Due 2017, Affirmed Ca (LGD 6) Withdrawals: -- Senior Secured Bank Credit Facility Due 2016, Withdrawn, previously rated B2 (LGD 2) Outlook Actions: Issuer: DynCorp International Inc. -- Outlook, Changed To Stable From Negative DynCorp International Inc., headquartered in McLean, VA, provides mission-critical support services outsourced by US military, non-military US governmental agencies and foreign governments. The company is an operating subsidiary of Delta Tucker Holdings, Inc., which is owned by affiliates of Cerberus Capital Management, LP. Revenues in 2015 were $1.9 billion. DYNEGY INC: S&P Affirms 'B+' CCR on Acquisition of Engie Assets --------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' corporate credit rating on Dynegy Inc. The outlook is stable. Additionally, S&P is assigning a 'BB' rating and '1' recovery rating to the proposed senior secured term loan B. The '1' recovery rating indicates expectations for very high (90%-100%) recovery in the event of a payment default. "The affirmation stems from our expectation that the acquisition will contribute to higher leverage in the near term, but that this will be balanced by moving the portfolio more toward a gas-generating focus," said S&P Global Ratings credit analyst Michael Ferguson. The acquisition increases the footprint of Dynegy significantly, leaving it only behind NRG among pure independent power producers (IPPs). The 'B+' rating stems from S&P's assessments of a fair business risk profile and highly leveraged financial risk profile. Dynegy's competitive position improved with its April 2015 acquisitions of the merchant portfolios of Duke Energy Corp. and private equity firm Energy Capital Partners and strengthened further with the recent acquisition of the Engie assets. The increased reliance on cash flow from the PJM energy and capacity markets is also a positive factor, and the addition of a large amount of natural gas units helps to mitigate against a decline in natural gas prices--though it will also reduce upside earnings potential if power prices materially improve due to a similar increase in the price of natural gas. Synergy savings outpaced S&P's initial expectations on the 2015 acquisition, which helps the company keep pace with peers in a market where low production cost is critical; with improved scale comes improved efficiency, and this becomes increasingly important as Dynegy (and other generators) prepare for more performance-oriented capacity markets. While this acquisition does add some exposure to the highly risky ERCOT market, S&P notes that the company is relying on relatively limited cash flow from the those assets, some of which may be closed amid economic and environmental concerns, in S&P's opinion. "Our stable outlook reflects our expectation that Dynegy Inc.'s business and financial risk profiles will remain unchanged over the next three years and that financial performance will remain in the highly leveraged range with debt to EBITDA of about 5.2x on a weighted average basis. We expect that power prices will remain relatively weak in Dynegy's markets, since we assume that natural gas prices will not increase materially from current levels over the next three years. We also expect that operational performance will remain sound," S&P said. An upgrade could stem from either improvement in the financial risk profile or the business risk profile. S&P expects a certain amount of delevering over time, and, if debt to EBITDA drops beneath 5.0x consistently, this could contribute to higher ratings. Further, S&P expects the company will attain improved scale through acquisitions, but it will continue to monitor this to determine if operating efficiency improves as well. This could contribute to a better business risk profile, and could improve profitability. A weakening of financial measures could lead to an outlook change to negative or a rating downgrade. Weaker financial performance includes a decline in ratios to the bottom half of the highly leveraged range--specifically, FFO to debt below about 5% and debt to EBITDA well above 5.25x on a sustained basis. It may also result from a material reduction in liquidity. Such developments could be driven by weaker power prices, unexpected large draws on working capital, or unexpected and material capital expenditures, which S&P thinks is unlikely. E Z MAILING: Seeks to Extend Chris Carey Employment for 2 Months ---------------------------------------------------------------- E Z Mailing Services Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of New Jersey to extend the employment contract of Chris Carey Advisors LLC for another two months. The Debtors on Feb. 15 received approval to hire the firm to provide financial advisory services for a four-month period known as the "Initial Phase." The employment contract expired on June 15. If the request is approved, Chris Carey Advisors' employment will be extended to August 15, with an option to extend upon the filing of a notice with the court. Chris Carey Advisors will charge for its services at the same rate and payment schedule approved by the court on Feb. 15. The Debtors paid the firm $25,000 per month or a total of $100,000 for the services it provided during the four-month period. The firm can be reached through: Christopher Carey, Chris Carey Advisors, LLC 146 South 4th Street, Unit 11B Brooklyn, NY 11211 Telephone 908 229-4933 www.chriscareyadvisors.com About E Z Mailing Services E Z Mailing Services Inc. and United Business Freight Forwarders are transportation logistics companies whose customers include Macy's, Walmart, JC Penny and Forever 21. After primary lender PNC Bank declared a default and demanded immediate payment of $4.2 million, which resulted to a customer freezing payment, E Z Mailing and UBFF filed Chapter 11 bankruptcy petitions (Bankr. D.N.J. Case Nos. 16-10615 and 16-10616, respectively) on Jan. 13, 2016. Ajay Aggarwal, the president, signed the petitions. The Debtors each estimated assets and liabilities in the range of $10 million to $50 million. Judge Stacey L. Meisel presides over the cases. Porzio, Bromberg & Newman, PC, serves as counsel to the Debtors. Bederson LLP's Edward Bond is serving as CRO and crisis manager of the Debtors. ELBIT IMAGING: Announces Notes Buyback -------------------------------------- Elbit Imaging Ltd. disclosed that, further to the Company's announcement dated June 1, 2016, regarding the Board of Directors' resolution approving new notes Buy-Back plan of the Company's series H which are traded on the Tel Aviv Stock Exchange, the repurchases of the following Notes was executed since the 1st of June, 2016 to June 16, 2016: Note: Series H The acquiring corporation: Elbit Imaging Ltd Quantity purchased (Par value): 15,846,614 Weighted average price: 94.1 Total amount paid (NIS): 14,911,664 The entire repurchased notes since Oct. 12, 2015, as the first Notes buyback plan announcement, to June 16, 2016: Note: Series H The acquiring corporation: Elbit Imaging Ltd Quantity purchased (Par value): 115,278,181 Weighted average price: 90.94 Total amount paid (NIS): 104,834,251 About Elbit Imaging Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) holds investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Elbit Imaging reported a loss of NIS 186.15 million on NIS 1.47 million of revenues for the year ended Dec. 31, 2015, compared to profit of NIS 1 billion on NIS 461,000 of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Elbit Imaging had NIS 778.25 million in total assets, NIS 758.96 million in total liabilities and NIS 19.28 million in shareholders' equity. Since February 2013, Elbit has intensively endeavored to come to an arrangement with its creditors. Elbit has said it has been hanging by a thread for more than five months. It has encountered cash flow difficulties and this burdens its day to day activities, and it certainly cannot make the necessary investments to improve its assets. In light of the arrangement proceedings, and according to the demands of most of the bondholders, as well as an agreement that was signed on March 19, 2013, between Elbit and the Trustees of six out of eight series of bonds, Elbit is prohibited, inter alia, from paying off its debts to the financial creditors -- and as a result a petition to liquidate Elbit was filed, and Bank Hapoalim has declared its debts immediately payable, threatening to realize pledges that were given to the Bank on material assets of the Company -- and Elbit undertook not to sell material assets of the Company and not to perform any transaction that is not during its ordinary course of business without giving an advance notice to the trustees. Accountant Rony Elroy has been appointed as expert for examining the debt arrangement in the Company. In July 2013, Elbit Imaging's controlling shareholders, Europe- Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company that the Tel Aviv District Court has appointed Adv. Giroa Erdinast as a receiver with regards to the ordinary shares of the Company held by Europe Israel securing Europe Israel's obligations under its loan agreement with Bank Hapoalim B.M. The judgment stated that the Receiver is not authorized to sell the Company's shares at this stage. Following a request of Europe-Israel, the Court also delayed any action to be taken with regards to the sale of those shares for a period of 60 days. Europe Israel and Mr. Zisser have also notified the Company that they utterly reject the Bank's claims and intend to appeal the Court's ruling. ELBIT IMAGING: Insightec Authorized to Grant 7.1M Options to CEO ---------------------------------------------------------------- Elbit Imaging Ltd. disclosed that INSIGHTEC Ltd. has been authorized during its general meeting to grant its CEO and Chairman, Dr. Maurice R. Ferre the following: 1. 7,114,096 options to purchase Ordinary Shares of INSIGHTEC that represent 4.3% of INSIGHTEC's share capital (on a fully diluted basis). The exercise price per share shall be $12.57, which represents value of approximately $2,000,000,000 to INSIGHTEC. 50% of the options shall be vested, by equal parts, on January 1, 2017 and 2018. 25% of the options shall be vested upon predefined goals achievement and 25% of the options shall be vested upon the occurrence of IPO or sell of INSIGHTEC. The fair value of this grant under the Black and Scholes model is approximately $80,000. 2. 180,000 restricted shares units ("RSU") that represent 0.1% of INSIGHTEC's share capital (on a fully diluted basis). The RSUs shall be vested upon the occurrence of IPO or sell of INSIGHTEC that will take place before June 30, 2016. The Company holds approximately 89.9% of the share capital of Elbit Medical Technologies Ltd. (TASE: EMTC-M) (86.2% on a fully diluted basis) which, in turn, holds approximately 31.6% of the share capital in INSIGHTEC (25.8% on a fully diluted basis). About Elbit Imaging Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) holds investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Elbit Imaging reported a loss of NIS 186.15 million on NIS 1.47 million of revenues for the year ended Dec. 31, 2015, compared to profit of NIS 1 billion on NIS 461,000 of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Elbit Imaging had NIS 778.25 million in total assets, NIS 758.96 million in total liabilities and NIS 19.28 million in shareholders' equity. Since February 2013, Elbit has intensively endeavored to come to an arrangement with its creditors. Elbit has said it has been hanging by a thread for more than five months. It has encountered cash flow difficulties and this burdens its day to day activities, and it certainly cannot make the necessary investments to improve its assets. In light of the arrangement proceedings, and according to the demands of most of the bondholders, as well as an agreement that was signed on March 19, 2013, between Elbit and the Trustees of six out of eight series of bonds, Elbit is prohibited, inter alia, from paying off its debts to the financial creditors -- and as a result a petition to liquidate Elbit was filed, and Bank Hapoalim has declared its debts immediately payable, threatening to realize pledges that were given to the Bank on material assets of the Company -- and Elbit undertook not to sell material assets of the Company and not to perform any transaction that is not during its ordinary course of business without giving an advance notice to the trustees. Accountant Rony Elroy has been appointed as expert for examining the debt arrangement in the Company. In July 2013, Elbit Imaging's controlling shareholders, Europe- Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company that the Tel Aviv District Court has appointed Adv. Giroa Erdinast as a receiver with regards to the ordinary shares of the Company held by Europe Israel securing Europe Israel's obligations under its loan agreement with Bank Hapoalim B.M. The judgment stated that the Receiver is not authorized to sell the Company's shares at this stage. Following a request of Europe-Israel, the Court also delayed any action to be taken with regards to the sale of those shares for a period of 60 days. Europe Israel and Mr. Zisser have also notified the Company that they utterly reject the Bank's claims and intend to appeal the Court's ruling. ELEPHANT TALK: Closes $3.5 Million Units Offering ------------------------------------------------- Beginning on Dec. 18, 2015, and ending on March 21, 2016, Elephant Talk Communications Corp. consummated a series of closings of its now closed private placement offering of units to "accredited investors" for aggregate gross proceeds of $3,548,000. The Closings were part of a "best efforts" private placement offering of up to $4,200,000 of units, each unit consisting of: (i) one 9% unsecured subordinated convertible promissory note in the principal amount of $30,000 which is convertible into shares of common stock at the option of the holder at a conversion price of $.30 per share, subject to certain exceptions; and (ii) a five-year warrant to purchase one hundred thousand (100,000) shares of common stock at an exercise price of $.30 per share, subject to certain exceptions. Dawson James Securities, Inc. acted as placement agent to the Company in the Offering. About Elephant Talk Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. Elephant Talk reported a net loss of $5 million on $31.01 million of revenues for the year ended Dec. 31, 2015, compared to a net loss of $21.86 million on $20.35 million of revenues for the year ended Dec. 31, 2014. As of March 31, 2016, Elephant Talk had $25.05 million in total assets, $19.66 million in total liabilities and $5.39 million in total stockholders' equity. Squar Milner, LLP (formerly Squar Milner, Peterson, Miranda & Williamson, LLP), in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations, has an accumulated deficit of $256 million and has negative working capital. This raises substantial doubt about the Company's ability to continue as a going concern, the auditors said. ELITE PHARMACEUTICALS: Delays Filing Fiscal 2016 Annual Report -------------------------------------------------------------- Elite Pharmaceuticals, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its annual report on Form 10-K for the year ended March 31, 2016. "The Registrant's Annual Report on Form 10-K for the period ended March 31, 2016 cannot be filed within the prescribed time period without unreasonable effort or expense because of a delay by the Registrant in obtaining and compiling information required to be included in the Registrant's Form 10-K." About Elite Pharmaceuticals Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a specialty pharmaceutical company principally engaged in the development and manufacture of oral, controlled-release products, using proprietary technology and the development and manufacture of generic pharmaceuticals. The Company has one product, Phentermine 37.5mg tablets, currently being sold commercially. Elite reported net income attributable to common shareholders of $28.9 million on $5 million of total revenues for the year ended March 31, 2015, compared to a net loss attributable to common shareholders of $96.5 million on $4.6 million of total revenues for the year ended March 31, 2014. As of Dec. 31, 2015, the Company had $27.1 million in total assets, $29.2 million in total liabilities, $58.4 million in convertible preferred shares and a $60.5 million total stockholders' deficit. ELITE PHARMACEUTICALS: Incurs $10-Mil. Net Loss in Fiscal 2016 -------------------------------------------------------------- Elite Pharmaceuticals, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss attributable to common shareholders of $9.96 million on $12.5 million of total revenues for the year ended March 31, 2016, compared to net income attributable to the Company of $28.9 million on $5.01 million of total revenues for the year ended March 31, 2015. As of March 31, 2016, Elite had $31.9 million in total assets, $20.7 million in total liabilities, $44.28 million in convertible preferred shares and a total stockholders' deficit of $33.1 million. The Company considers cash and working capital balances as several of the factors the Company uses in evaluating its performance, without limitation. As of March 31, 2016, the Company had cash on hand of $11.5 million and a working capital surplus of $12.1 million. The Company believes that such resources, combined with the Company's access to the remaining balance of the equity line with Lincoln Park Capital, are sufficient to fund operations through the current operating cycle. For the fiscal year ended March 31, 2016, the Company had losses from operations totaling $8.3 million, net other income totaling $7.1 million and a net loss of $0.7 million . In addition, changes in the carrying value of preferred share mezzanine equity for Fiscal 2016 were an increase of $9.3, with such amount being charged to net income available to common shareholders. Consolidated revenues for Fiscal 2016 were a record $12.5 million, an increase of approximately 150% over revenues of the prior year. This increase is due to across-the-board increases in both manufacturing revenues and license fees. Manufacturing revenues more than doubled from $3.8 million last year to $8.0 million in Fiscal 2016. The growth was from a strong, sustained and broad expansion in the sales of Elite's product revenues. License fees more than tripled from $1.1 million last year to $4.5 million in Fiscal 2016. This increase was from growth in of Elite's generic product fees and from development milestones for SequestOx, the first of Elite's abuse-deterrent opioid products. "During this fiscal year Elite achieved a third straight year of record revenues and we filed our first-ever NDA, abuse-deterrent SequestOx," commented Nasrat Hakim, Elite's president and CEO. "We look forward to continued growth of our generic business and the approval and launch of SequestOx." Conference Call Information Elite's management will host a conference call to discuss the year end 2016 financial results and provide an update on recent business developments. Company executives will conduct a question and answer session following their remarks. Date: Monday, June 20, 2016 Time: 11:00 AM EDT Dial-in numbers: 1-800-346-7359 (domestic) 1-973-528-0008 (international) Conference number: 98840 Questions: dianne@elitepharma.com by 9:00 AM EDT on Monday, June 20, 2016 Audio Replay: http://ir.elitepharma.com/events_presentations The financial statements can be viewed for Elite's Fiscal Year-end Report on Form 10-K at https://is.gd/BNcYwJ About Elite Pharmaceuticals Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a specialty pharmaceutical company principally engaged in the development and manufacture of oral, controlled-release products, using proprietary technology and the development and manufacture of generic pharmaceuticals. The Company has one product, Phentermine 37.5mg tablets, currently being sold commercially. ENVISION HEALTHCARE: Moody's Puts B1 CFR Under Review for Downgrade ------------------------------------------------------------------- Moody's Investors Service placed the ratings of Envision Healthcare Corporation under review for downgrade, including the company's B1 Corporate Family Rating and B1-PD Probability of Default Rating. The rating action follows the announcement on June 15, 2016, that Envision Healthcare Holdings, Inc., which wholly-owns Envision, entered into a definitive all-stock merger agreement with AmSurg Corporation. The transaction will create a combined organization with an estimated $8.5 billion in revenues. Envision shareholders will own about 53% of the new entity -- to be named Envision Healthcare Corporation -- and AmSurg shareholders will own 47% of the combined organization. AmSurg operates ambulatory surgery centers in partnership with physicians. The company also provides physician services, including anesthesiology and neonatology physicians to healthcare facilities. Moody's review will focus on the expected performance of the combined entities, the proposed capital structure, the strategy for deleveraging, the timing and magnitude of expected synergies, as well as the combined organization's free cash flow capabilities and liquidity. If Moody's becomes confident in the combined company's ability to reduce leverage within a reasonable time period, the corporate family rating could be confirmed at B1. Ratings on individual debt instruments, however, will be driven by not only the ultimate Corporate Family Rating, but also the profile of the ultimate capital structure as analyzed through Moody's loss given default methodology. The following ratings were placed under review for downgrade: Envision Healthcare Corporation: Corporate Family Rating at B1 Probability of Default Rating at B1-PD Senior secured term loan at B1 (LGD 3) Senior unsecured notes at B3 (LGD 5) Rating affirmed: Speculative Grade Liquidity rating at SGL-1 RATING RATIONALE Envision's B1 Corporate Family Rating (under review for downgrade) reflects the company's weak credit metrics and Moody's expectation that debt to EBITDA will remain relatively high in the mid 4 times range. Moody's expect that free cash flow will be used to fund the company's aggressive acquisition strategy in lieu of debt repayment. The rating also reflects risks associated with the high level of reliance on government reimbursement programs and potential integration issues with its Rural/Metro acquisition. Rural/Metro has experienced both financial and operational difficulties in the past. The rating is supported by Envision's considerable scale and geographic diversification in its two segments -- physician staffing and medical transport. Envision Healthcare Corporation headquartered in Greenwood Village, CO, is a leading provider of emergency medical services in the U.S. Envision operates through three business units: EmCare is the company's emergency department and hospital physician outsourcing segment, AMR is a leading provider of medical transport in the U.S., and Evolution Health is a provider of physician-led post-acute transitional care management services to patients, including in the home environment. EPICENTER PARTNERS: U.S. Trustee Forms 5-Member Committee --------------------------------------------------------- The Office of the U.S. Trustee on June 15 appointed five creditors of Epicenter Partners LLC and Gray Meyer Fannin LLC to serve on the official committee of unsecured creditors. The committee members are: (1) David Evans and Associates, Inc. Attn: Erin Austin, Esq. (Chair) 2100 SW River Parkway Portland, OR 97201 Phone: (503) 499-0327 Fax: none Email: efa@deainc.com (2) Hilgartwilson, LLC Attn: Ronald Hilgart, Jr. 2141 E. Highland Ave., Suite 250 Phoenix, AZ 85016 Phone: (602) 694-2751 Fax: (602) 368-2436 Email: rhilgart@hilgartwilson.com (3) Desert Ridge Community Association Attn: Michael Zimmerman, Esq. Berry Riddelll LLC 6750 E. Camelback Road, Suite 100 Scottsdale, AZ 85251 Phone: (480) 682 3914 Fax: none Email: MZ@berryriddell.com (4) Civtech, Inc. Attn: Dawn Cartier 10605 N. Hayden Rd., #140 Scottsdale, AZ 85260 Phone: (480) 659-4250 Fax: (480) 659-0566 Email: dcartier@civtech.com (5) Krys Global USA Attn: Bryan Perkinson 60 Rio Salado Parkway 9th Floor Tempe, AZ 85281 Phone: (480) 861-3649 Fax: none Email: bperkinson@krysglobalusa.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 Epicenter Partners Epicenter Partners LLC and Gray Meyer Fannin LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 16-05493) on May 16, 2016. The Debtors are represented by Thomas J. Salerno, Esq. -- thomas.salerno@stinsonleonard.com -- at Stinson Leonard Street, LLP. ETERNAL ENTERPRISES: Hires Shipkevich as Bankruptcy Counsel ----------------------------------------------------------- Eternal Enterprises Inc. filed with the U.S. Bankruptcy Court for the District of Connecticut an amended application to employ Irene Costello, Esq., and the law firm Shipkevich PLLC as bankruptcy counsel under a general retainer. The Firm will: a) advise the Debtor regarding its rights, duties and powers as a debtor and a debtor-in-possession operating and managing its business and property; b) advise and assist the Debtor with respect to financial agreements, debt restructuring, cash collateral orders and other financial transactions; c) review and advise the Debtor regarding the validity of liens asserted against property of the Debtor; d) advise the Debtor as to actions to collect and recover property for the benefit of the Debtor's estate; e) prepare on behalf of the Debtor the necessary applications, motions, complaints, answers, pleadings, orders, reports, notices, schedules, and other documents, as well as reviewing all financial reports and other reports filed in this Chapter 11 case; f) counsel the Debtor in connection with all aspects of a plan of reorganization and related documents; g) provide specific representation and strategy for the best way to protect the interest of the Debtor given the unusual circumstances of the instant case; and h) perform all other legal services for the Debtor which may be necessary in the Chapter 11 case. The Firm will be paid at these hourly rates: Partners & Of Counsel $500 Associates $350 Law Clerks $175 Irene Costello, Esq., Managing Attorney of the Firm, assures the Court that the Firm doesn't have any connection to the Debtor, the Debtor’s creditors, the Office of the U.S. Trustee, or any other party in interest, and that the Firm represents no interest adverse to the Debtor or its estate and is disinterested as that term is defined by Section 101(14) of the Bankruptcy Code. The Firm can be reached at: Irene Costello, Esq. Shipkevich, PLLC 65 Broadway, Suite 508 New York, NY 10006 Tel: (212) 252- 3003 E-mail: icostello@shipkevich.com Eternal Enterprises Inc. -- http://www.eternalenterprises.net/-- filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No. 14-20292) on Feb. 19, 2014. Its business consists of the property it owns and manages in Hartford Connecticut located at: a. 21 Evergreen Street, Hartford, CT; b. 360 Laurel Street, Hartford, CT; c. 243 & 255 Laurel Street, Hartford, CT; d. 270 Laurel Street, Hartford, CT; e. 252 Laurel Street, Hartford, CT; f. 154-160A Collins Street, Hartford, CT; g. 117-145 South Marshall Street, Hartford, CT; and h. 56 Webster Street, Hardford, CT. Judge Ann M. Nevins presides over the case. The Debtor is represented by Irene Costello, Esq., at Shipkevich, PLLC. FAIRWAY GROUP: Wins Approval of Prepackaged Restructuring Plan -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York on June 8, 2016, entered an order confirming Fairway Group Holdings Corp.'s pre-packaged plan for reorganization. The Plan provides that it will become effective upon the completion of certain conditions precedent. Pursuant to the Plan, the Reorganized Debtors will continue to pay or treat each Allowed General Unsecured Claim in the ordinary course of business as if the Chapter 11 Cases had never been commenced, subject to all defenses or disputes the Debtors and Reorganized Debtors may have with respect to the Claims. Holders of General Unsecured Claims were not entitled to vote on the Plan; this Class was deemed to have accepted the Plan. Under the Plan, each holder of an Allowed Secured Loan Claim will receive, in full and final satisfaction of the Claim, on the Effective Date, or as soon as reasonably practicable thereafter, that holder's Pro Rata share of: (i) 90% of the New Common Stock issued on the Effective Date, (ii) the Last Out Exit Term Loan in an aggregate principal amount of $45,000,000, and (iii) the Subordinated Holdco Loan in an aggregate principal amount of $39,000,000. Pursuant to the Plan, on the Effective Date, all existing equity securities issued by the Company will be cancelled. Each holder of an existing equity interest shall neither receive nor retain any property or interest in property on account of such equity interest. As a result of the cancellation of the existing equity securities issued by the Company, there will no longer be a trading market for the Company's Class A common stock and the Company will cease to file periodic reports with the Securities and Exchange Commission. On the Effective Date: (i) Mr. Edward C. Arditte, the Company's co-president and chief financial officer, will cease to serve in those capacities and Mr. Dennis Stogsdill, the Company's chief restructuring officer, will become acting chief financial officer of the Company and (ii) each of Messrs. Michael Barr, Howard Glickberg, Stephen Key, Robert Magnus, Charles Santoro and Farid Suleman, the Company's current directors, will cease to be directors of the Company. A copy of the Plan of Reorganization (as amended) is available at https://is.gd/4wwNum A copy of the Confirmation Order is available at https://is.gd/1MOGFC About Fairway Headquartered in New York, Fairway Group Holdings Corp. is a food retailer offering customers a differentiated one-stop shopping experience "Like No Other Market". Fairway claims to have established itself as a leading food retailing destination in the Greater New York City metropolitan area, with stores that emphasize an extensive selection of fresh, natural and organic products, prepared foods and hard-to-find specialty and gourmet offerings, along with a full assortment of conventional groceries. Fairway operates 15 locations in the Greater New York City metropolitan area, including four Fairway Wines & Spirits locations. Seven Fairway stores are located in New York City and the remainder of Fairway's stores are located in New York (outside of New York City), New Jersey and Connecticut. Fairway Group, et al., filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Proposed Lead Case No. 16-11241) on May 2, 2016. The petitions were signed by Edward C. Arditte as co-president and chief financial officer. The Debtors have engaged Weil, Gotshal & Manges LLP as counsel, Norton Rose Fulbright US LLP as special corporate counsel, Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel, Alvarez & Marsal as financial advisor and Prime Clerk LLC as claims and noticing agent. FEDERAL-MOGUL CORP: Bank Debt Trades at 3% Off ---------------------------------------------- Participations in a syndicated loan under which Federal-Mogul Corp is a borrower traded in the secondary market at 96.50 cents-on-the-dollar during the week ended Friday, June 10, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.10 percentage points from the previous week. Federal-Mogul Corp pays 300 basis points above LIBOR to borrow under the $0.7 billion facility. The bank loan matures on April 4, 2018 and carries Moody's B1 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 10. FIELDWOOD ENERGY: S&P Raises CCR to 'CCC', Outlook Negative ----------------------------------------------------------- S&P Global Ratings said it raised its corporate credit rating on Houston-based oil and gas exploration and production company Fieldwood Energy LLC to 'CCC' from 'SD'. The outlook is negative. "We also raised the issue-level rating on the company's first-lien term loan to 'B-' from 'CCC'. The recovery rating is '1', indicating our expectation of very high (90% to 100%) recovery to creditors if a payment default occurs. We raised the issue-level rating on the company's second-lien debt to 'CCC-' from 'D' and revised the recovery rating to '5' from '4', indicating our expectation of modest (10% to 30%; higher end of the range) recovery in the event of default," S&P said. In addition, S&P assigned 'B-' ratings to the company's new $387.6 million first-lien term loan and $517.5 million first lien last out term loan. The recovery on both of these term loans is '1', indicating and very high recovery (90% to 100%) in the event of default. The rating actions reflect the completion of several transactions, including the new term loans and amendments to Fieldwood's first-lien credit facility. The transactions postpone the redetermination date on the company's $1.3 billion borrowing base until May 2018 and provide financial covenant relief. However, the transactions also increase the company's interest expense by about $20 million annually. The ratings reflect the company's weak business risk profile, which includes: -- Participation in the highly cyclical and capital–intensive oil and gas exploration and production industry; -- Midsize reserve and production base concentrated in the Gulf of Mexico; -- Steep decline rates that require high levels of reinvestment to support production levels; and -- The benefit to profitability from its concentration of oil production. The financial risk profile is highly leveraged, reflecting: -- The company's high debt burden and related interest costs; -- Significant plugging and abandonment obligations over the next 24 months; and -- Financial sponsor ownership. The outlook is negative, reflecting S&P's expectation for continued weak crude oil prices and resulting weak operating cash flows and diminished liquidity. In addition, liquidity will be hindered by high interest expense and lack of borrowing base availability. Given the onerous interest expense relative to expected cash flows, the outlook reflects the potential for amendments to or restructuring of debt obligations S&P could consider distressed. FINJAN HOLDINGS: Set to Join Russell Microcap Index --------------------------------------------------- Finjan Holdings, Inc., announced that, according to a preliminary list of additions posted on June 10, 2016, Finjan is set to join the Russell Microcap Index at the conclusion of the Russell U.S. Indexes annual reconstitution on June 24, 2016, and effective after the U.S. market opens on June 27, 2016. Membership in the Russell Microcap Index, which remains in place for one year, means automatic inclusion in the appropriate growth and value style indexes. Russell determines membership for its equity indexes primarily by objective, market-capitalization rankings and style attributes. "The heightened public awareness and visibility that the Russell Microcap Index offers compliments Finjan's recent accomplishments and near term catalysts," said Michael Noonan, Finjan's CFO. "Having recently settled with Proofpoint, successfully navigated through a number of IPRs and looking ahead to the upcoming Sophos trial in September, it has been an exciting few months at Finjan. We continue to focus on transparency and licensing best practices in order to deliver the greatest return to our shareholders." Russell indexes are widely used by investment managers and institutional investors for index funds and as benchmarks for active investment strategies. Approximately $6 trillion in assets are benchmarked against the Russell U.S. Indexes. For more information on the Russell Microcap Index and the Russell U.S. Indexes reconstitution, go to https://www.ftserussell.com/research-insights/russell-reconstitution. About Finjan Finjan, formerly known as Converted Organics, is a leading online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. Finjan Holdings reported a net loss of $12.6 million in 2015, a net loss of $10.5 million in 2014 and a net loss of $6.07 million in 2013. As of March 31, 2016, Finjan Holdings had $8.10 million in total assets, $2.78 million in total liabilities and $5.32 million in total stockholders' equity. FIREBIRD ENTERPRISES: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------------- A committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Firebird Enterprises LLC. In a June 15 filing with the U.S. Bankruptcy Court for the District of Colorado, the Office of the U.S. Trustee disclosed that "there were too few unsecured creditors" who are willing to serve on a creditors' committee. About Firebird Enterprises Firebird Enterprises LLC is a franchisee of Phenix Salon Suites doing business as Phenix Salon Suites Westminster. It provides developed commercial space in Westminster, Colorado for salon professionals to conduct their business. Its prime lease is with lessor 112th and Sheridan Development, LLC. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 16-14455) on May 5, 2016. The Debtor is represented by its bankruptcy counsel Kevin S. Neiman, Esq., at the Law Offices of Kevin S. Neiman, PC. FIRST EAGLE: Modest Debt Upsizing No Impact on Moody's Ba1 CFR -------------------------------------------------------------- First Eagle Holdings, Inc.'s (formerly ASBH, Inc.) corporate family and senior debt ratings and outlook are unaffected by the proposed $150 million term loan add-on announced on June 15, 2016, said Moody's Investors Service. First Eagle Holdings, Inc. will use the proceeds of the transaction to pay down the outstanding $80 million balance on its $150 million revolving credit facility, which was tapped to close the buyout of First Eagle Holdings, Inc. by private equity sponsors Blackstone and Corsair Capital in December 2015. The remaining $70 million of proceeds will be available for general corporate purposes but is expected to sit on the company's balance sheet which will bolster the company's liquidity profile. While pro forma debt leverage will weaken as a result of the transaction, it remains in line with our expectations for Ba1-rated asset managers. Following the transaction debt outstanding will be approximately $1.5 billion. The Ba1 corporate family and senior debt ratings reflect the company's relatively modest industry position among rated asset managers, while giving particular consideration to the company's strong pedigree, flexible cost structure, long-term track record and experienced management team. In contrast to other active equity managers, the firm's marketing and sales teams have been successful in transforming investment performance into organic growth in AUM. FIRST EVANGELIST HOUSING: Taps Crescent Sun to Inspect Properties ----------------------------------------------------------------- First Evangelist Housing and Company Development Corp. of New Orleans seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire a contractor to inspect its properties. The Debtor proposes to hire Beaux Williams of Crescent Sun Construction to conduct an inspection of its rental properties and prepare a maintenance report, which it will include in its disclosure statement. The Debtor will pay Mr. Williams $1,500 for his services. In a court filing, Mr. Williams disclosed that he does not represent any interest adverse to the Debtor. About First Evangelist Housing First Evangelist Housing and Community Development Corp. of New Orleans sought Chapter 11 protection (Bankr. E. D. La. Case No. 15-12317) on Sept. 9, 2015 in New Orleans. The case is assigned to Judge Elizabeth W. Magner. The Debtor is represented by Darryl T. Landwehr, Esq. The Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in debt. The petition was signed by Marion Taylor, director. FORTESCUE METALS: Bank Debt Trades at 6% Off -------------------------------------------- Participations in a syndicated loan under which Fortescue Metals Group Ltd is a borrower traded in the secondary market at 93.80 cents-on-the-dollar during the week ended Friday, June 10, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.57 percentage points from the previous week. Fortescue Metals pays 275 basis points above LIBOR to borrow under the $4.95 billion facility. The bank loan matures on June 13, 2019 and carries Moody's Ba2 rating and Standard & Poor's BB+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 10. FREESEAS INC: Comments on Havensight "Misleading" Press Release --------------------------------------------------------------- FreeSeas Inc. responded to a press release published June 16, 2016 by Havensight Capital LLC. In its press release, Havensight indicated that it was making a purported tender offer to acquire 85% of the Company's common stock at a price of $0.43 per share. FreeSeas said it was not aware of Havensight's intention to issue such a press release and did not authorize Havensight to use the Company's name and symbol so that the press release would appear in the FreeSeas' news feed. Further, upon learning of the press release, the Company reached out to regulatory authorities to alert them to the actions of Havensight. FreeSeas believes that the Havensight press release is false and misleading, in that it failed to disclose material facts. In particular, the Havensight press release fails to disclose that Havensight has not made the necessary filing with the U.S. Securities and Exchange Commission in order to commence a tender offer. Such tender offer filing would require Havensight to provide significant disclosures about itself, its financial position, the source of the funds in order to complete the tender offer, among other required disclosures. Unless and until a valid tender offer is made, the Company will not comment further regarding the actions of Havensight. The Company believes Havensight may continue to disseminate false and misleading information. Public investors are urged to rely only on information authorized for dissemination by FreeSeas. About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. Freeseas reported a net loss of US$52.94 million on US$2.30 million of operating revenues for the year ended Dec. 31, 2015, compared to a net loss of US$12.68 million on US$3.77 million of operating revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, FreeSeas had US$18.71 million in total assets, US$35.47 million in total liabilities and a total shareholders' deficit of US$16.76 million. RBSM LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements and is in default in other agreements with various counter parties. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. These conditions among others raise substantial doubt about the Company's ability to continue as a going concern. FREESEAS INC: Terminates M/V Fiorello Bareboat Hire Agreement ------------------------------------------------------------- FreeSeas Inc. announced that on June 15, 2016, the bareboat hire agreement in connection with the M/V Fiorello was terminated. Subsequent to the termination of the hire, the vessel was sold with the sale proceeds being applied towards obligations to the Bareboat Owners of the vessel and trade creditors. As a result of the transaction, outstanding obligations to the Owners have been reduced by US$750,000. About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. Freeseas reported a net loss of US$52.94 million on US$2.30 million of operating revenues for the year ended Dec. 31, 2015, compared to a net loss of US$12.68 million on US$3.77 million of operating revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, FreeSeas had US$18.71 million in total assets, US$35.47 million in total liabilities and a total shareholders' deficit of US$16.76 million. RBSM LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements and is in default in other agreements with various counter parties. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. These conditions among others raise substantial doubt about the Company's ability to continue as a going concern. FUNCTION (X) INC: Inks Second Note Exchange Agreement with MGT -------------------------------------------------------------- As previously reported on Function(X) Inc.'s Current Report on Form 8-K dated Sept. 9, 2015, Function(X) entered into an Asset Purchase Agreement with MGT Capital Investments, Inc. and MGT Sports, Inc., pursuant to which the Company acquired all of the assets of the DraftDay.com business from MGT. Under the Asset Purchase Agreement, the Company issued a promissory note to MGT Sports, Inc. in the amount of $1,875,000, bearing interest at the rate of 5% per annum, which was due on March 8, 2015. As previously reported on the Company's Current Report on Form 8-K dated March 24, 2016, on that date, the Company's Board of Directors approved the Company entering into an exchange agreement with MGT pursuant to which MGT exchanged a portion of the MGT Note for equity securities of the Company and received accrued and unpaid interest in cash. The balance of the MGT Note, $940,494, remained outstanding with a due date of July 31, 2016. On June 14, 2016, the Company entered into a second exchange agreement with MGT relating to the $940,494 remaining due under the MGT Note. Under the Second MGT Exchange Agreement, the MGT Note will be exchanged in full for (a) $10,581.03 in cash representing accrued interest and (b) 2,641,837 common shares of Company stock, subject to certain adjustments. Issuance of the shares is conditioned upon approval of the Company's shareholders and approval of its Listing of Additional Shares application with Nasdaq. A copy of the Agreement is available for free at: https://is.gd/Kf5u8w About Function(x)Inc. Function(x)Inc., formerly known as DraftDay Fantasy Sports Inc., offers a high quality daily fantasy sports experience directly to consumers and to businesses desiring turnkey solutions to new revenue streams. DraftDay Fantasy Sports Inc. is the largest shareholder of DraftDay Gaming Group, with a 44% stake. Sportech owns 35%. By combining and capitalizing on the well-established operational business assets of DraftDay and Sportech, the new DraftDay is well-positioned to become a significant player in the explosive fantasy sports market. DraftDay has paid out over $30 million in prizes with increased player retention and brand loyalty. DraftDay Fantasy Sports also operates MyGuy and Viggle Football both of which offer real-time interactive participation with professional and college football games; Wetpaint, which offers entertainment and celebrity news; and Choose Digital, a digital marketplace platform that allows companies to incorporate digital content into existing rewards and loyalty programs in support of marketing and sales initiatives. "The Company is unlikely to generate significant revenue or earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders, the ability of the Company to obtain necessary equity or debt financing to continue development of its business and to generate revenue. Management intends to raise additional funds through equity and/or debt offerings until sustainable revenues are developed. There is no assurance such equity and/or debt offerings will be successful and therefore there is substantial doubt about the Company's ability to continue as a going concern within one year after the financial statements are issued," according to the Company's quarterly report for the period ended Dec. 31, 2015. As of March 31, 2016, DraftDay had $32.4 million in total assets, $48.6 million in total liabilities, $12.5 million in series C convertible redeemable preferred stock and a $28.6 million total stockholders' deficit. FUNCTION(X) INC: CEO Reports 67.6% Equity Stake as of June 8 ------------------------------------------------------------ In an amended Schedule 13D filed with the Securities and Exchange Commission on June 8, 2016, Robert F.X. Sillerman disclosed that he beneficially owns 42,211,599 shares of common stock of Function(x)Inc., representing 67.6 percent of the shares outstanding. Mr. Sillerman is the executive chairman and chief executive officer of the Company. As of June 3, 2016, Mr. Sillerman is the beneficial owner of, and holds the sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of 162,268 shares of Common Stock, and shared power to vote or to dispose or to direct the disposition of 42,049,331 shares of Common Stock. Accordingly, that total of 42,211,599 represents approximately 67.6% of the outstanding shares of Common Stock. These shares consist of: * 30,811,268 shares of Common Stock held by Sillerman Investment Company III LLC, of which the Reporting Person is the sole member and manager; * 8,750,000 shares of Common Stock held by SIC IV, of which the Reporting Person is the sole member and manager; * 225,000 shares of Common Stock subject to warrants held by SIC III that are exercisable at $3.51 per share; * 150,000 shares of Common Stock subject to warrants held by SIC III that are exercisable at $2.98 per share; * 775,000 shares of Common Stock subject to warrants held by SIC III that are exercisable at $3.63 per share; * 350,000 shares of Common Stock subject to warrants held by SIC III that are exercisable at $1.78 per share; * 750,000 shares of Common Stock issuable as of December 3, 2015 upon the conversion of 3,000 shares of Series C Convertible Preferred Stock held by SIC III; * 37,268 shares of Common Stock held directly by Mr. Sillerman; * 125,000 shares of Common Stock subject to warrants held by Mr. Sillerman that are exercisable at $80.00 per share. * 62,500 shares of Common Stock subject to warrants held by Sillerman Investment Company II, LLC, of which Mr. Sillerman is the sole member and manager, which warrants are exercisable at $55.20 per share; and * 175,562.5 shares of Common Stock subject to warrants held by SIC II that are exercisable at $80.00 per share. A full-text copy of the regulatory filing is available at: https://is.gd/h9gbn7 About Function(x)Inc., Function(x)Inc., formerly known as DraftDay Fantasy Sports Inc., offers a high quality daily fantasy sports experience directly to consumers and to businesses desiring turnkey solutions to new revenue streams. DraftDay Fantasy Sports Inc. is the largest shareholder of DraftDay Gaming Group, with a 44% stake. Sportech owns 35%. By combining and capitalizing on the well-established operational business assets of DraftDay and Sportech, the new DraftDay is well-positioned to become a significant player in the explosive fantasy sports market. DraftDay has paid out over $30 million in prizes with increased player retention and brand loyalty. DraftDay Fantasy Sports also operates MyGuy and Viggle Football both of which offer real-time interactive participation with professional and college football games; Wetpaint, which offers entertainment and celebrity news; and Choose Digital, a digital marketplace platform that allows companies to incorporate digital content into existing rewards and loyalty programs in support of marketing and sales initiatives. "The Company is unlikely to generate significant revenue or earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its stockholders, the ability of the Company to obtain necessary equity or debt financing to continue development of its business and to generate revenue. Management intends to raise additional funds through equity and/or debt offerings until sustainable revenues are developed. There is no assurance such equity and/or debt offerings will be successful and therefore there is substantial doubt about the Company's ability to continue as a going concern within one year after the financial statements are issued," according to the Company's quarterly report for the period ended Dec. 31, 2015. As of March 31, 2016, DraftDay had $32.4 million in total assets, $48.6 million in total liabilities, $12.5 million in series C convertible redeemable preferred stock and a $28.6 million total stockholders' deficit. GATES GROUP: Bank Debt Trades at 3% Off --------------------------------------- Participations in a syndicated loan under which Gates Group is a borrower traded in the secondary market at 96.50 cents-on-the-dollar during the week ended Friday, June 10, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.15 percentage points from the previous week. Gates Group pays 325 basis points above LIBOR to borrow under the $2.49 billion facility. The bank loan matures on June 18, 2021 and carries Moody's B2 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 10. GAWKER MEDIA: Founder Nick Denton Confident of Company's Future --------------------------------------------------------------- Sydney Ember, writing for The New York Times' DealBook, reported that Nick Denton has been relatively quiet since his company, Gawker Media, filed for bankruptcy and put itself up for sale, posting just a handful of tweets. But, in typical Denton fashion, his silence did not last long, the report noted. According to the report, Mr. Denton, the founder and chief executive of Gawker, published a roughly 3,000-word blog post about the state of his company. He waxed poetic about the company's future, opined on the balance of power between privacy and a free press and took Silicon Valley billionaires to task for trying to control their image, the report related. Though the post was at times rambling, Mr. Denton's message was insistent: Gawker will be just fine, the report further related. These were defiant words after what has been a tumultuous month for Gawker, the report noted. In late May, it was revealed that the Silicon Valley billionaire Peter Thiel was secretly providing financing for lawsuits against the company, including one brought by the retired professional wrestler Hulk Hogan, the report said. The company faces a $140 million judgment in that case, the report added. But Mr. Denton expressed hope in a new owner, and the possibility that the court penalty will be reduced on appeal, the report said. Its sites, he said, "will thrive under new ownership, with management oversight and financial underpinning from a larger company," he wrote, the report further related. Gawker Media, LLC filed a voluntary petition under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York after being ordered to pay $140.1 million in connection with an invasion of privacy lawsuit arising from publication of a report and commentary and accompanying sex video involving Terry Gene Bollea. ounded in 2002 by Nick Denton, Gawker Media is privately-held online media company operating seven distinct media brands with corresponding websites under the names Gawker, Deadspin, Lifehacker, Gizmodo, Kotaku, Jalopnik, and Jezebel. The Company's various Websites cover, among other things, news and commentary on current events, politics, pop culture, sports, cars, fashion, productivity, technology and video games. Between 2012 and 2015, the Company experienced a compound annual growth rate of approximately 24%, with revenue in 2015 of approximately $49.9 million. The Company's primary source of revenue is selling advertising space on its Websites. The Debtor has engaged Ropes & Gray LLP as bankruptcy counsel, Opportune LLP as restructuring advisor, Houlihan Lokey Capital, Inc. as investment banker and Prime Clerk LLC as notice, claims, balloting and administrative agent. The Debtor's case is assigned to the Honorable Stuart M. Bernstein and is assigned case number 16-11700. GAWKER MEDIA: Meeting to Form Creditors' Panel Set for June 24 -------------------------------------------------------------- William K. Harrington, Acting United States Trustee for Region 2, will hold an organizational meeting on June 24, 2016, at 11:30 a.m. in the bankruptcy cases of Gawker Media LLC, Kinja Kft, and Gawker Media Group, Inc.. The meeting will be held at: United States Bankruptcy Court One Bowling Green, Room 511 New York, NY 10004 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Gawker Media 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. GELTECH SOLUTIONS: Issues President $125,000 Convertible Note ------------------------------------------------------------- GelTech Solutions, Inc., issued Michael Reger, the Company's president and principal shareholder, a $125,000 7.5% secured convertible note in consideration for a $125,000 loan on June 14, 2016. The note is convertible at $0.35 per share and matures on Dec. 31, 2020. Repayment of the note is secured by all of the Company's assets including its intellectual property and inventory in accordance with a secured line of credit agreement between the Company and Mr. Reger. Additionally, the Company issued Mr. Reger 178,572 two-year warrants exercisable at $2.00 per share. All of the securities were issued without registration under the Securities Act of 1933 in reliance upon the exemption provided in Section 4(a)(2) and Rule 506(b) thereunder. About GelTech Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware corporation organized in 2006. The Company markets four products: (1) FireIce(R), a water soluble fire retardant used to protect firefighters, structures and wildlands; (2) Soil2O(R) 'Dust Control', its new application which is used for dust mitigation in the aggregate, road construction, mining, as well as, other industries that deal with daily dust control issues; (3) Soil2O(R), a product which reduces the use of water and is primarily marketed to golf courses, commercial landscapers and the agriculture market; and (4) FireIce(R) Home Defense Unit, a system for applying FireIce(R) to structures to protect them from wildfires. For the year ended June 30, 2015, the Company reported a net loss of $5.51 million on $800,365 of sales compared to a net loss of $7.11 million on $814,587 of sales for the year ended June 30, 2014. As of Dec. 31, 2015, Geltech had $1.96 million in total assets, $6.44 million in total liabilities and a total stockholders' deficit of $4.48 million. The Company's auditors Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has a net loss and net cash used in operating activities in of $2,638,580 and $2,146,501, respectively, for the six months ended Dec. 31, 2015, and has an accumulated deficit and stockholders' deficit of $43,285,883 and $4,482,416, respectively, at Dec. 31, 2015. These matters raise substantial doubt about the Company's ability to continue as a going concern. GENESIS HEALTHCARE: S&P Raises Rating on 1st Lien Loan to 'B' ------------------------------------------------------------- S&P Global Ratings raised its issue-level rating on Genesis Healthcare Inc.'s first-lien term loan to 'B' from 'B-' and removed it from CreditWatch, where it was placed with positive implications on March 17, 2016. At the same time, S&P revised the recovery rating on this debt to '2' from '3'. The '2' recovery rating indicates S&P's expectation for substantial (70%-90%; at the lower end of the range) recovery for lenders in the event of payment default. The rating action reflects S&P's expectation that Genesis will apply the approximately $85 million in proceeds (including a $12 million note receivable from the transaction) from its completed divestiture of its home health and hospice business to pay down amounts on the first-lien term loan. The improvement in recovery prospects stems from the reduction in first-lien debt being substantially greater than the distressed value S&P previously attributed to this asset in S&P's recovery analysis, and from the acquisition of certain new assets in recent quarters which enhance the collateral available for recovery. S&P's 'B-' corporate credit rating on Genesis reflects S&P's assessment of the company's business risk as weak and the financial risk profile as highly leveraged. The outlook is stable. "Despite its large scale and geographic reach, we view Genesis' business risk profile as weak because of the high degree of competitiveness and continued reimbursement headwinds facing the nursing home industry. Reimbursement risk is exacerbated by about 70% of Genesis' revenues coming from government sources (Medicare and Medicaid). We believe federal efforts to reduce health care spending, and tight state and federal budgets, may continue to pressure reimbursement. Geographic diversity comes from over 500 facilities in 34 states. Genesis has modest diversity through about 20% of revenues coming from rehabilitation and other small business lines as of fiscal year-end 2015. Our business risk assessment also incorporates the thin levels of profitability with adjusted EBITDA margins (after rent-related payments) of about 3%-4%. We believe these thin margins leave the company particularly susceptible to potential reimbursement and other headwinds, including inflation of labor costs or other operating expenses," S&P said. S&P's view of Genesis' financial risk profile reflects S&P's forecast for adjusted debt to EBITDAR of about 8x for 2016, including operating lease payments capitalized at 7%. This reflects the company's large on-balance-sheet financing transaction involving the sale to and subsequent leaseback of its many facilities from Welltower Inc., as well as the operating leases the company absorbed with the Sun Healthcare Group Inc. acquisition and more recently, its acquisition of 24 skilled nursing facilities from Revera Inc. RATINGS LIST Genesis Healthcare Inc. Corporate Credit Rating B-/Stable/-- Ratings Raised; CreditWatch Action; Recovery Rating Revised To From Genesis Healthcare Inc. Senior Secured B B-/Watch Pos Recovery Rating 2L 3H GENIUS BRANDS: Issues Shareholders June 2016 Letter --------------------------------------------------- Genius Brands International, Inc., on June 16, 2016, distributed to its shareholders a letter, a copy of which is available for free at https://is.gd/K4pO2i About Genius Brands Beverly Hills, Calif.-based Genius Brands International, Inc., creates and distributes music-based products which it believes are entertaining, educational and beneficial to the well-being of infants and young children under its brands, including Baby Genius and Little Genius. Genius Brands reported a net loss of $3.48 million on $907,983 of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $3.72 million on $926,000 of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Genius Brands had $18.9 million in total assets, $4.74 million in total liabilities and $14.1 million in total equity. GLOBAL BRASS: S&P Assigns 'BB-' Rating on New $320MM Sr. Sec. Loan ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue-level rating to Global Brass and Copper Inc.'s proposed $320 million seven-year senior secured term loan B due 2023. The recovery rating on the new term loan is '4', indicating S&P's expectation for modest (30% to 50%; higher end of the range) recovery of principal and interest in the event of a payment default. Global Brass and Copper will use the debt proceeds to redeem its $310 million 9.5% senior secured notes due 2019. Following the transaction, the company will have $325 million of senior secured debt outstanding. The transaction should not materially affect the company's adjusted debt leverage of 2.9x as of March 31, 2016. "Our 'BB-' corporate credit rating and stable outlook on Global Brass and Copper Inc. are unchanged. Our rating on the company reflects its relatively small size and participation in the competitive metals processing industry, improving EBITDA margins, and exposure to cyclical end markets. We also incorporate the company's focus on deleveraging, which has resulted in improved credit metrics. Based on our assumptions, we forecast that adjusted debt to EBITDA will remain in the 3x to 3.5x range over the next couple of years," S&P said. S&P expects to withdraw its ratings on the company's existing senior secured notes on completion of the proposed refinancing. RECOVERY ANALYSIS Key Analytical Factors -- S&P has updated its recovery analysis on Global Brass and Copper to reflect the refinancing transaction. S&P's '4' recovery rating on the company's senior secured debt remains unchanged following a review of its recovery profile. -- S&P continues to assess recovery prospects on the basis of a reorganization value of approximately $300 million, reflecting emergence EBITDA of $60 million and a 5x multiple to be consistent with other companies in the metals and mining industry. -- S&P's recovery analysis assumes that, in a hypothetical bankruptcy scenario, the value of the receivables and inventory that collateralize the company's asset-based lending (ABL) facility would be sufficient to cover the amount owed. S&P's analysis contemplates outstanding borrowings of about $120 million, or 60%, under the company's $200 million ABL facility. The facility is not rated. Simulated default assumptions -- Year of default: 2020 -- Distressed EBITDA at emergence: $60 million -- Implied EBITDA multiple: 5x -- Implied stressed valuation: $300 million Simplified waterfall -- Estimated net EV (after 5% administrative costs): $285 million -- Estimated priority claims (fully collateralized ABL facility; capital leases): $125 million -- Estimated net enterprise value after priority claims: $160 million ----------------------------- -- Senior secured debt recovery rating: '4' -- Senior secured debt rating: 'BB-' Ratings List Global Brass and Copper Inc. Corporate Credit Rating BB-/Stable/-- New Ratings Global Brass and Copper Inc. Senior Secured $320 mil. term loan B due 2023 BB- Recovery Rating 4H HANCOCK FABRICS: Ward and Smith Represents Triple B, South Park --------------------------------------------------------------- Ward and Smith, P.A., submitted with the U.S. Bankruptcy Court for the District of Delaware a verified statement to comply with Rule 2019 of the Federal Rules of Bankruptcy Procedure, stating that it represents two separate creditors in the Chapter 11 bankruptcy case of Hancock Fabrics, Inc., et al.: (i) Triple B #3, LLC, and (ii) South Park Shopping Center, LLC. Triple B, a limited liability company authorized to do business in North Carolina and has a principal place of business and corporate trust offices located at 530 Greenville Boulevard SE, Suite 200, Greenville, North Carolina 27858, is a creditor of the Debtor. Triple B is owed approximately $14,977.97. Ward and Smith has been retained to represent Triple B in connection with this bankruptcy case. South Park, a corporation authorized to do business in North Carolina and has a principal place of business and corporate trust offices located at 2217 Stantonsburg Road, Greenville, North Carolina 27834-2841, is a creditor of the Debtor. South Park is owed approximately $70,000. Ward and Smith has been retained to represent South Park in connection with this bankruptcy case. Ward and Smith has considered and evaluated all potential conflicts of interest in accordance with all applicable Rules of Professional Conduct and has determined that the representations are permissible and has obtained proper consents from its clients where required. Ward and Smith can be reached at: Tyler J. Russell, Esq. J. Michael Fields, Esq. Ward and Smith, P.A. Post Office Box 33009 Raleigh, NC 27636-3009 Tel: (919) 277-9100 Fax: (919) 277-9100 E-mail: tjr@wardandsmith.com jmf@wardandsmith.com About Hancock Fabrics Hancock Fabrics, Inc., is a specialty fabric retailer operating stores under the name "Hancock Fabrics". Hancock has 4,500 full-time and part time employees. The Baldwyn, Mississippi-based company is one of the largest fabric retailers in the United States, operating 260 stores in 37 states as of October 31, 2015 and an internet store under the domain name http://www.hancockfabrics.com/ Hancock Fabrics, Inc., and six of its affiliates, retailer of fabric, sewing and accessories, filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10296 to 16-10302) on Feb. 2, 2016. Dennis Lyons, the senior vice president and chief administrative officer, signed the petitions. Judge Brendan Linehan Shannon is assigned to the jointly administered cases. The Debtors have engaged O'Melveny & Myers LLP as general counsel, Richards, Layton & Finger, P.A., as local counsel, Clear Thinking Group LLC as financial advisor, Retail Consulting Services, Inc. d/b/a Real Estate Advisors as real estate advisors and Kurtzman Carson Consultants, LLC as claims and noticing agent. The Debtors disclosed total assets of $151.4 million and total debts of $182.1 million. The Debtors owe its trade vendors approximately $21.2 million as of Jan. 31, 2016. On Feb. 11, 2016, the U.S. Trustee appointed an Official Committee of Unsecured Creditors. HEAVENLY VISION: Exclusive Plan Filing Deadline Moved to July 27 ---------------------------------------------------------------- The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York has extended, at the behest of Heavenly Vision Christian Center Inc., the exclusive period within which the Debtor may file a plan of reorganization through and including July 27, 2016. The exclusive period within which the Debtor may solicit acceptances to a proposed is extended through and including Sept. 27, 2016. As reported by the Troubled Company Reporter on May 18, 2016, the Debtor asked the Court to extend (a) the exclusive time period during which the Debtor may file a Plan through and including Sept. 9, 2016, from May 13, 2016; and (b) the exclusive period within which the Debtor may solicit acceptances to a Plan through and including Nov. 9, 2016, from July 12, 2016. As stated in the Debtor's first motion seeking to extend exclusivity, which was resolved by consent order (with the consent of the Debtor's mortgagee and largest creditor), the Debtor expects to reorganize its financial affairs based upon, among other things, the sale of one or more parcels of real estate. First, the Debtor seeks to sell the lots. The lots are unencumbered and if the Debtor's efforts prove successful, the price yielded by the lots will strongly influence how this case develops and the precise terms of a plan to be formulated by the Debtor. The Debtor, through its counsel, has been in frequent communication with mortgagee's counsel and anticipates further direct communications therewith as the critical and potential sale of the lots develops. Heavenly Vision Christian Center Inc., dba Heavenly Vision Prayer Mountain, fka Cristiana Fuente De Salvacion Inc., is a church that operates out of, and services its community at, the real property located at 2868 Jerome Avenue, Bronx, New York. It also owns a retreat property in Westerlo, New York and 2 vacant lots on Sedgwick Avenue in the Bronx, New York. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 15-13035) on Nov. 13, 2015. At the time of the filing, the Debtor estimated its assets and liabilities at between $1 million and $10 million each. The petition was signed by Salvador Sabino, pastor and president. Judge Shelley C. Chapman presides over the case. Adam P. Wofse, Esq., at Lamonica Herbst & Maniscalco, LLP, serves as the Debtor's bankruptcy counsel. HENRY PARKS: Hires Felden & Felden as Counsel --------------------------------------------- Henry Parks Casey, seeks authority from the U.S. Bankruptcy Court for the Middle District of North Carolina to employ Felden & Felden, P.A. as counsel to the Debtor. Henry Parks requires Felden to: -- represent the Debtor in carrying out the duties under the provisions of Chapter 11 of the Bankruptcy Code; -- represent the estate generally throughout the administration of the Chapter 11 proceeding. The Debtor paid Felden the amount of $15,000 on June 8, 2016, which was deposited into the firm's Trust Account. The Debtor also paid the court filing fee of $1,717. From the trust funds, $0.00 was paid to the firm representing fees and expenses incurred pre-petition. Felden will be reimbursed for reasonable out-of-pocket expenses incurred. Christian B. Felden, of Felden & Felden, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Felden can be reached at: Christian B. Felden, Esq. FELDEN & FELDEN, P.A. PO Box 1399 Jacksonville, NC 28541 Tel: (910) 777-5464 Fax: (888) 808-9991 About Henry Parks Casey Henry Parks Casey sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 16-50603). The Debtor is represented by Christian Bennett Felden, Esq., at Felden & Felden, P.A. HERCULES OFFSHORE: K&E, W&C, Klehr Represent 1st Lien Lenders ------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, Kirkland & Ellis LLP and Kirkland & Ellis International LLP, White & Case LLP and Klehr Harrison Harvey Branzburg LLP submitted with the U.S. Bankruptcy Court for the District of Delaware a verified statement saying that they represent the ad hoc group of certain first lien lenders party to that certain credit agreement, dated as of Nov. 6, 2015, by and among Hercules Offshore, Inc. as borrower, the subsidiary guarantors, the lenders, and Jefferies Finance LLC, as administrative agent and collateral agent, as creditors and parties-in-interest in the Chapter 11 bankruptcy case of Hercules Offshore, Inc., et al. On March 11, 2016, the Ad Hoc Group engaged K&E to represent the Ad Hoc Group in connection with potential restructuring transactions concerning the Debtors and non-debtor affiliates. On April 11, 2016, Luminus Energy Partners Master Fund, Ltd., and Soros Fund Management LLC engaged White & Case to represent them in connection with a potential restructuring of the loans and obligations, including any restructuring thereof and any insolvency or bankruptcy proceedings involving the Debtors and non-debtor affiliates. On June 10, 2016, the Ad Hoc Group retained White & Case to serve as co-counsel with K&E. On May 29, 2016, the Ad Hoc Group retained Klehr Harrison to serve as local counsel. Counsel has been advised by the members of the Ad Hoc Group that, as of the date hereof, the members of Ad Hoc Group were the holders, advisors, or affiliates of advisors to holders, or managers of various accounts with investment authority, contractual authority or voting authority, of or with respect to (a) $205,092,420 aggregate principal amount of Loans, and (b) 5,301,766 aggregate shares of HERO common stock. Although the members of the Ad Hoc Group have hired Counsel to represent their interests as holders of First Lien Claims, each member of the Ad Hoc Group makes its own decisions as to how it wishes to proceed and does not speak for, or on behalf of, any other creditor, including one another or the other members of the Ad Hoc Group in their individual capacities. Counsel does not own any claims against or equity interests in any of the Debtors. The Ad Hoc Group and the nature and amount of disclosable economic interest: a. Bowery Opportunity Fund LP; Bowery Opportunity Fund, Ltd.; Blackwell Partners LLC-Series A; P Bowery, Ltd. 1325 Avenue of the Americas New York, NY 10019 Principal Amount Under First Lien Credit Agreement: $1,656,524 Number of shares of HERO Common Stock Owned: 292,892 b. Luminus Energy Partners Master Fund, Ltd. 1700 Broadway 38th Floor New York, NY 10019 Principal Amount Under First Lien Credit Agreement: $90,748,880 Number of shares of HERO Common Stock Owned: 914,992 c. Simplon International Limited 45 Rockefeller Plaza Suite 2109 New York, NY 10111 Principal Amount Under First Lien Credit Agreement: $3,061,000 Number of shares of HERO Common Stock Owned: 0 d. Third Avenue Trust, on behalf of Third Avenue Focused Credit Fund 622 Third Avenue 32nd Floor New York, NY 10017 Principal Amount Under First Lien Credit Agreement: $11,333,035 Number of shares of HERO Common Stock Owned: 812,533 e. T Rowe Price Associates, Inc., on behalf of certain funds and accounts 1100 Franklin Avenue Garden City, NY 11530 Principal Amount Under First Lien Credit Agreement: $28,456,608 Number of shares of HERO Common Stock Owned: 287,754 f. QBP Holdings Ltd.; Quantum Partners LP, by QP GP LLC 888 Seventh Avenue 33rd Floor New York, NY 10106 Principal Amount Under First Lien Credit Agreement: $32,374,477 Number of shares of HERO Common Stock Owned: 1,404,596 g. Western Asset Management Company 620 Eighth Ave No. 50 New York, NY 10018 Principal Amount Under First Lien Credit Agreement: $37,461,896 Number of shares of HERO Common Stock Owned: 1,588,999 Total Principal Amount Under First Lien Credit Agreement: $205,092,420 Total Number of Shares of HERO Common Stock Owned: 5,301,766 The Counsel for the Ad Hoc Group of First Lien Lenders can be reached at: Domenic E. Pacitti, Esq. KLEHR HARRISON HARVEY BRANZBURG LLP 919 North Market Street, Suite 1000 Wilmington, Delaware 19801 Tel: (302) 426-1189 Fax: (302) 426-9193 E-mail: dpacitti@klehr.com - and - Glenn M. Kurtz, Esq. WHITE &CASE LLP 1155 Avenue of the Americas New York, New York 10036 Tel: (212) 819-8200 Fax: (212) 354-8113 E-mail: gkurtz@whitecase.com - and - Thomas E. Lauria, Esq. Michael C. Shepherd, Esq. Joseph A. Pack, Esq. WHITE &CASE LLP Southeast Financial Center, Suite 4900 200 South Biscayne Boulevard Miami, Florida 33131 Tel: (305) 371-2700 Fax: (305) 358-5744 E-mail: tlauria@whitecase.com mshepherd@whitecase.com joseph.pack@whitecase.com - and - Stephen E. Hessler, Esq. Brian S. Lennon, Esq. Robert Britton, Esq. KIRKLAND &ELLIS LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 E-mail: stephen.hessler@kirkland.com brian.lennon@kirkland.com robert.britton@kirkland.com About Hercules Offshore Hercules Offshore, Inc., and its debtor and non-debtor subsidiaries are providers of shallow-water drilling and marine services to the oil and natural gas exploration and production industry globally. Hercules Offshore and 13 of its subsidiaries each filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Proposed Lead Case No. 16-11385) on June 5, 2016. The petition was signed by Troy L. Carson as vice president. The Debtors listed total assets of $1.06 billion and total debts of $521.37 million as of March 31, 2016. The Debtors have hired Akin Gump Srauss Hauer & Feld LLP as general bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as co-counsel, PJT Partners, Inc., as financial advisor, FTI Consulting, Inc., as restructuring advisor, and Prime Clerk LLC as claims, notice and balloting agent. HOLLY RIDGE: Hires Broege Neumann as Counsel -------------------------------------------- Holly Ridge Group, L.L.C., seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Broege Neumann Fischer & Shaver, LLC as counsel to the Debtor. Holly Ridge requires Broege Neumann to: (a) advise applicant whether and to what extent any of its assets constitute cash collateral under the Bankruptcy Code; (b) prosecute applications to use any assets of applicant which may constitute cash collateral under the Bankruptcy Code; (c) advise applicant as to its duties as a debtor-in- possession under the Bankruptcy Code, including, without limitation, the obligation to open debtor-in-possession bank accounts, file monthly operating reports with the Bankruptcy Court and the office of the United States Trustee, pay quarterly fees to the United States Trustee, maintain adequate insurance on all assets of the bankruptcy estate, pay all post-petition taxes when due and file timely returns therefor, neither hire nor pay any professional without prior authorization of the Bankruptcy Court, neither sell nor dispose of any assets outside the ordinary course of business without prior authorization of the Bankruptcy Court; (d) represent applicant at the §341(a) hearing and at any meetings between applicant and creditors or creditors committees; (e) assist applicant in obtaining the authorization of the Bankruptcy Court to retain such accountants, appraisers or other professionals whose services applicant may require in connection with the operation of its business or the administration of the Chapter 11 proceedings; (e) defend any motions made by secured creditors to enable applicant to retain the use of assets needed for an effective reorganization; (f) negotiate with priority, secured and unsecured creditors to achieve a consensual resolution of their respective claims and the incorporation of such resolution into a plan of reorganization; (g) file and prosecute motions to expunge or reduce claims which applicant disputes; (h) represent applicant in the Bankruptcy Court at such hearings as may require applicant's presence or participation to protect the interest of applicant and the bankruptcy estate; (i) formulate, negotiate, prepare and file of a disclosure statement and plan of reorganization which conforms to the requirements of the Bankruptcy Code and applicable rules of procedure; (j) represent applicant at hearings on the approval of the disclosure statement and confirmation of a plan of reorganization and responding to any objections to same filed by creditors or other parties in interest; (k) assist applicant in discharging its obligations in consummating any plan of reorganization which is confirmed; (l) provide such other varied legal advice and services as may be needed by applicant in the operation of its business or in connection with the Chapter 11 proceedings. Broege Neumann will be paid at these hourly rates: Timothy P. Neumann $550 Peter J. Broege $500 Frank Fischer $375 David E. Shaver $375 Associates $275 Paralegals $100 Broege Neumann will also be reimbursed for reasonable out-of-pocket expenses incurred. Timothy P. Neumann, Esq., of the law firm Broege Neumann Fischer & Shaver, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Broege Neumann can be reached at: Timothy P. Neumann, Esq. BROEGE NEUMANN FISCHER & SHAVER, LLC 25 Abe Voorhees Drive Manasquan, NJ 08736 Tel: (732) 223-8484 About Holly Ridge Holly Ridge Group, LLC, based in Lakewood, NJ, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 16-21386) on June 11, 2016. The Hon. Christine M. Gravelle presides over the case. Timothy P. Neumann, Esq., of the law firm Broege Neumann Fischer & Shaver, LLC, as bankruptcy counsel. In its petition, the Debtor estimated assets of $1 million to $10 million and estimated liabilities of $1 million to $10 million. The petition was signed by David S. Meisken, member. HORSEHEAD HOLDING: Creditors' Panel Hires Hehn as Special Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Horsehead Holding Corp., et al., seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain The Law Office of Curtis A. Hehn as special conflicts counsel to the Committee, nunc pro tunc to May 6, 2016. The Committee requires Hehn to: (a) serve and act as Delaware special conflicts counsel in connection with the filing and prosecution of the Standing Motion and the Complaint; (b) review all information furnished to the Committee that is related to the Complaint, and/or any other causes of action that the Committee may be able to assert against U.S. Bank; (c) advise the Committee with respect to the filing and prosecution of the Standing Motion and the Complaint, especially with respect to local Delaware Bankruptcy Court practice and procedure; (d) participate in all discovery arising from the prosecution of the Standing Motion and the Complaint; (e) appear in Court and represent the Committee as Delaware special conflicts counsel at all hearings involving the filing and prosecution of the Standing Motion and the Complaint; (f) prepare and/or file appropriate pleadings on behalf of the Committee in connection with the filing and prosecution of the Standing Motion and the Complaint; (g) review and analyze all pleadings related to the filing and prosecution of the Standing Motion and the Complaint; (h) consult with the Committee, Lowenstein, the Debtors, U.S. Bank, any other potential defendants, and the U.S. Trustee concerning the filing and prosecution of the Standing Motion and the Complaint; and (i) perform such other legal services for the Committee as may be necessary or proper in these proceedings, including, if necessary, acting as Delaware special conflicts counsel for the Committee on other matters that may arise in these cases for which the Committee requires such services. Hehn will be paid at these hourly rates: Curtis A. Hehn $300 Hehn will also be reimbursed for reasonable out-of-pocket expenses incurred. Curtis A. Hehn was previously a partner with the national bankruptcy boutique of Pachulski, Stang, Ziehl & Jones, LLP, and a principal with the law firm of Offit Kurman, P.A. Curtis A. Hehn, Esq., of the Law Office of Curtis A. Hehn, 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. Hehn can be reached at: Curtis A. Hehn, Esq., LAW OFFICE OF CURTIS A. HEHN 1000 N. West Street, Suite 1200 Wilmington, DE 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 totaled 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. ICONIX BRAND: S&P Revises Outlook to Negative & Affirms 'B' CCR --------------------------------------------------------------- S&P Global Ratings revised its outlook on Iconix Brand Group Inc. to negative from stable. At the same time, S&P affirmed the 'B' corporate credit rating and the 'B' issue-level rating on the company's $300 million senior secured term loan due in 2021. The recovery rating on the term loan remains '3', indicating S&P's expectations for meaningful (50%-70%, in the lower end of the range) recovery in the event of a payment default. S&P estimates the company will have $1.35 billion of debt outstanding after retiring the $105 million as planned. "The outlook revision reflects the possible negative effects of the various challenges the company is working through, including right-sizing its capital structure, onboarding a new management team, and a generally weak retail environment," said S&P Global Ratings credit analyst Suyun Qu. Iconix recently announced an offer to exchange $100 million of its $400 million 1.5% convertible notes. "We view the proposed exchange as opportunistic treasury management rather than a distressed exchange offer as we do not see a realistic possibility of a conventional default in the near to intermediate term given the company's ample cash reserves and healthy free cash flow generation," said Ms. Qu. The ratings on Iconix reflect its high financial leverage, a complex financial structure that includes securitizations, historical weak governance, its participation in the highly competitive apparel industry that is susceptible to fashion risk, and the company's licensing business model that includes contract renewal risk. S&P also factors into the rating the predictable stream of royalty income given its business model that enables it to generate consistent and stable free cash flow with little reinvestment needs. Nevertheless, increasing costs, debt refinancing costs, and higher professional fees in particular, lead us to forecast lower adjusted EBITDA than previously anticipated, leading to a higher debt-to-EBITDA ratio that S&P now expects to be high 6x by the end of 2016 vs. below 6x previously. S&P could lower the rating over the next year if the new management team fails to execute its strategies and to increase profitability, leading to elevated financial leverage over an extended period. In addition, S&P could consider a downward revision of our management and governance assessment if Iconix's governance issues persist, which would likely lead to a lower rating. S&P also expects Iconix to proactively address the $295 million balance of its 2018 convertible notes due in 20 months. S&P could lower the rating if it believes the company would struggle to refinance or repay this debt as it comes due. S&P could revise its outlook to stable if it expects Iconix's revenues and adjusted EBITA margin to stabilize or improve, which should allow its debt-to-EBITDA ratio to improve to below 6x over the intermediate term. In addition, S&P would need to see its management and governance risks subside, including a successful conclusion of the SEC investigation. IDERA PHARMACEUTICALS: Stockholders Elect Three Directors --------------------------------------------------------- At the 2016 annual meeting of stockholders of Idera Pharmaceuticals, Inc. held on June 13, 2016, the Company's stockholders (1) elected Dr. Sudhir Agrawal, Mr. Youssef El Zein and Dr. Mark Goldberg to the Board as Class III directors for terms expiring at the 2019 annual meeting of stockholders; (2) approved, on a non-binding advisory basis, the compensation of the Company's named executive officers; and (3) ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending Dec. 31, 2016. The terms of the following directors continued after the Annual Meeting: * Vincent J. Milano * James A. Geraghty * Julien C. Baker * Maxine Gowen * Kelvin M. Neu, M.D. * William S. Reardon About Idera Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a clinical stage biotechnology company engaged in the discovery and development of novel synthetic DNA- and RNA-based drug candidates that are designed to modulate immune responses mediated through Toll-like Receptors, or TLRs. The Company has two drug candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a TLR7, TLR8, and TLR9 antagonist, in clinical development for the treatment of autoimmune and inflammatory diseases. Idera Pharmaceuticals reported a net loss attributable to common stockholders of $39.2 million in 2014, a net loss applicable to common stockholders of $21.09 million in 2013 and a net loss applicable to common stockholders of $22.5 million in 2012. As of March 31, 2016, Idera had $79.3 million in total assets, $6.64 million in total liabilities, and $72.7 million in total stockholders' equity. J. CREW: Bank Debt Trades at 26% Off ------------------------------------ Participations in a syndicated loan under which J. Crew is a borrower traded in the secondary market at 73.58 cents-on-the-dollar during the week ended Friday, June 10, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 0.55 percentage points from the previous week. J. Crew pays 300 basis points above LIBOR to borrow under the $1.56 billion facility. The bank loan matures on Feb. 27, 2021 and carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 10. JADE WINDS: Wants Exclusive Plan Filing Deadline Moved to Sept. 13 ------------------------------------------------------------------ Jade Winds Association, Inc., asks the U.S. Bankruptcy Court for the Southern District of Florida to extend the exclusive right to solicit plan acceptances by ninety days through Sept. 13, 2016. On May 23, 2016, the Debtor filed its First Amended Disclosure Statement, along with its First Amended Plan of Reorganization. A hearing to consider approval of the Amended Disclosure Statement is scheduled for June 30, 2016. The Debtor has been working diligently to resolve its disputes with creditors and to propose and confirm a plan of reorganization in this case. The Debtor submits that it is currently on track to reach these goals. The Debtor's counsel can be reached at: SHRAIBERG, FERRARA, LANDAU & PAGE, P.A. Eric Pendergraft, Esq. Bradley S. Shraiberg, Esq. 2385 NW Executive Center Drive, No. 300 Boca Raton, Florida 33431 Tel: (561) 443-0800 Fax: (561) 998-0047 E-mail: ependergraft@sfl-pa.com Headquartered in North Miami Beach, Florida, Jade Winds Association, Inc., filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 15-17570) on April 27, 2015, estimating its assets at up to $50,000 and liabilities at between $1 million and $10 million. The petition was signed by Cristina D. Moinelo, director. Judge Robert A Mark presides over the case. Bradley S Shraiberg, Esq., Shraiberg, Ferrara, & Landau P.A. serves as the Debtor's bankruptcy counsel. JESUS CARES PRESCHOOL: Hires Buddy Ford as Counsel -------------------------------------------------- Jesus Cares Preschool and Early Learning Center, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ The Law Firm of Buddy D. Ford, P.A. as counsel to the Debtor. Jesus Cares Preschool requires Ford to: a. analyze the financial situation, and render advice and assistance to the Debtor in determining whether to file a petition under Title 11, U.S. Code; b. advise the Debtor with regard to the powers and duties of the Debtor and Debtor-in-Possession in the continued operation of the business and management of the property of the estate; c. prepare and file petition, schedules of assets and liabilities, statement of affairs, and other documents required by the bankruptcy court; d. represent the Debtor at the Section 341 Creditors' meeting; e. give the Debtor legal advice with respect to its powers and duties as Debtor and as Debtor-in-Possession in the continued operation of its business and management of its property; if appropriate; f. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; g. prepare, on behalf of Debtor, necessary motions, pleadings, applications, answers, orders, complaints, and other legal papers and appear at hearings thereon; h. protect the interest of the Debtor in all matters pending before the bankruptcy Court; i. represent the Debtor in negotiation with its creditors in the preparation of the Chapter 11 plan; and j. perform all other legal services for Debtor as Debtor-in- Possession which may be necessary herein, and it is necessary for Debtor as Debtor-in-Possession to employ the attorney for such professional services. Ford will be paid at these hourly rates: Buddy D. Ford $425 Senior Associate Attorney $375 Junior Associate Attorney $300 Senior Paralegal $150 Junior Paralegal $100 Prior to the commencement of the bankruptcy case, the Debtor paid Ford $500, on a current basis, for services rendered and costs incurred with respect to the preparation of the petition for reorganization under Chapter 11 of the Code and filing of all related initial pleadings to be filed in the bankruptcy case, and pre-petition expenses. Prior to the commencement of the bankruptcy case, the Debtor's affiliate, Jesus Cares Learning Academy, Inc., paid an advance fee of $6,717 as follows: - $500 pre-filing fee retainer; - $4,500 post-filing fee/cost retainer; - $1,717 filing fee Ford will also be reimbursed for reasonable out-of-pocket expenses incurred. To the best of the Debtor's knowledge the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Ford can be reached at: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 115 North MacDill Avenue Tampa, FL 33609-1521 Tel: (813) 877-4669 Fax: (813) 877-5543 E-mail: Buddy@tampaesq.com About Jesus Cares Preschool Jesus Cares Preschool and Early Learning Center, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 16-04943) on June 8, 2016. The Debtor is represented by Buddy D. Ford, Esq. JOYUDA SEA FOOD: Hires Michael Marcus as Accountant --------------------------------------------------- Joyuda Sea Food Inc., seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Michael J. Marcus as accountant and business consultant to the Debtor. Joyuda Sea Food requires Marcus to: A. provide assistance to the Debtor in preparing the Monthly Reports of Operation; B. prepare the necessary financial statements; C. assist Debtor in preparing the cash flow projections and or any other projection needed for the Disclosure Statement; D. assist Debtor in any or all financial and accounting pertaining to, or in connection with the administration of the estate; E. assist Debtor in the preparation and filing of federal, state and municipal tax returns; and F. assist Debtor in any other assignment that might be properly delegated. Marcus will be paid at these hourly rates: Michael J. Marcus $50 Marcus will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael J. Marcus, CPA, 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. Marcus can be reached at: Michael J. Marcus, CPA Road 100 Km 5.9, Marginal Cabo Rojo, PR Tel: (787) 265-0970 E-mal: cpamichaelm@gmail.com About Joyuda Sea Food Joyuda Sea Food Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-03770) on May 10, 2016. The Debtor is represented by Gloria Justiniano Irizarry, Esq. KEY ENERGY: S&P Lowers CCR to 'CC' on Restructuring Support Deal ---------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on U.S.-based Key Energy Services Inc. to 'CC' from 'CCC-'. The outlook is negative. In addition, S&P lowered its issue-level rating on the company's senior secured term loan to 'CC' from 'CCC+'. The recovery rating on the term loan remains '1', indicating very high (90% to 100%) recovery in the event of payment default. The rating on the company's senior unsecured notes remains 'C' with a recovery rating of '6' indicating negligible (0% to 10%) recovery in the event of payment default. "The downgrade follow's Key's disclosure that it entered into confidential agreements with certain holders of its 6.75% senior notes due 2021 and certain lenders of the term loans regarding a financial restructuring," said S&P Global Ratings credit analyst David Lagasse. The company announced that the discussions remain ongoing with both sides presenting proposals. Based on the disclosure filed in the SEC Form 8K on June 15, 2016, S&P believes a filing under Chapter 11 of the U.S. bankruptcy code will be forthcoming. The outlook is negative, reflecting the high likelihood that Key will seek to restructure its debt through a prepackaged Chapter 11 proceeding once it comes to terms with creditors. KJZ SUNRISE: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of KJZ Sunrise LLC. About KJZ Sunrise KJZ Sunrise, LLC filed for Chapter 11 protection (Bankr. M.D. Fla. Case No. 16-04069) on May 11, 2016. The petition was signed by Ranald Stewart Jr., president. The debtor estimated assets of $10 million to $50 million and estimated debts of $10 million to $50 million. L BRANDS: Fitch Releases Amended Press Release ---------------------------------------------- Fitch Ratings issued a correction a press release on L Brands Inc. published on June 10, 2016. It includes a Summary of Financial Statement Adjustments. The revised press release is as follows: Fitch Ratings has assigned a 'BB+/RR4' rating to L Brands, Inc.'s $700 million issue of 20-year senior guaranteed notes. The proceeds from the issue will be used to pay down the company's $700 million in 6.9% senior guaranteed notes due July 2017. KEY RATING DRIVERS The ratings reflect L Brands' strong brand recognition and dominant market positions in intimate apparel and personal care and beauty products and strong operating results that is characteristic of an investment grade profile. While credit metrics have been reasonable, with leverage at or slightly below 3.5x since 2010, the 'BB+' rating takes into consideration the company's track record of shareholder-friendly activities which could push leverage above this range. L Brands' strong business profile is anchored by its two flagship brands, Victoria's Secret (approximately 63% of sales and EBITDA including the Victoria's Secret direct business) and Bath & Body Works (approximately 30% of sales and 39% of EBITDA); a strong direct business (16% of total revenue); and a growing international footprint. The company's strong comparable store sales (comps) trends since the recession have been driven by relevant and attractive product offerings and a loyal customer base. Comps increased 5% in 2015, following a 2% increase in 2013 and 4% in 2014. In addition to positive operating leverage from strong comps growth, the company has driven margin growth through efficient inventory and expense management. EBITDA margins in the 20%+ range compare favorably to the broader retail average in the low teens. Fiscal years 2016 and 2017 are expected to be negatively impacted by the company's recent actions at Victoria's Secret to streamline operations as well as investments related to grow China as a company-operated market (previously franchised). Notably, the company is eliminating certain merchandise categories such as swimwear and certain apparel categories representing a total of $525 million in volume (4% of total sales) beginning mid-2016. As a result, Fitch expects 2016 revenue growth to be flattish on negative low-single digit comps and 4% square footage growth, while 2017 comps could be in the 1% - 2% range due to swimwear/apparel volume loss. The combination of negative comps, margin deleverage on inventory clearance activity, and investments in the China rollout is projected to yield a 3% to 5% decline in EBITDA in 2016 to the $2.6 billion range from $2.7 billion in 2015. However, EBITDA margin is expected to remain in excess of 20% in 2016 and 2017. Fitch expects positive comps and square footage expansion, if executed successfully, could drive overall top line growth in the 4% range beginning 2017. The growth of PINK in the U.S., which could be a $3 billion business over the next few years from approximately $2.5 billion currently, and the inclusion of the full lingerie lines in expanded Victoria's Secret stores have led to increased productivity per square foot over the past few years. International expansion provides a strong top line and profit opportunity by allowing the company to diversify outside of mall based locations and reduce operational and execution risks through its substantially franchised model (outside of the UK and Canadian markets). KEY ASSUMPTIONS -- Fitch expects L Brands to produce comps (excluding its direct business) in the negative 1% - 3% range in 2016, improving to the 1% - 2% range in 2017; -- Square footage expansion, if executed successfully, could drive overall top line growth to flattish in 2016 and in the 3% to 5% range thereafter; -- Free cash flow (FCF) after regular dividends of negative $100 million to breakeven after regular dividends over the next two to three years given increased capex spend; -- Capex is expected to increase to $950 million in 2016 from $727 million in 2015 reflecting new store constructions and square footage expansion and stay in that range thereafter; -- Maintain a leverage profile in the mid-3x range with future debt funded special dividends or share buybacks potentially pushing leverage higher than the 3.3x in 2015. RATING SENSITIVITIES A positive rating action would require both the continuation of positive operating trends and a public commitment to maintain financial leverage in the low 3x range. A negative rating action could be driven by a trend of negative comps and/or margin compression from fashion misses, execution missteps or loss of competitive traction. A larger than expected debt-financed share repurchase or special dividend and/or leverage rising to approximately 4x would be negative for the rating. LIQUIDITY AND DEBT STRUCTURE Liquidity is strong, supported by a cash balance of $1.27 billion as of April 30, 2016, and the company's $1 billion revolving credit facility. The company has a comfortable maturity profile, staggered over many years. Fitch considers refinancing risk low given L Brands' strong business profile, favorable operating trends, and reasonable leverage. Fitch expects FCF after regular dividends of negative $100 million to breakeven after regular dividends over the next two to three years given increased capex spend. Fitch assumes regular dividends will be increased by 20% to 25% annually, in line with the last few years. Capex is expected to increase to $950 million in 2016 from the $700 million range annually in 2014 - 2015, reflecting new store constructions and square footage expansion to primarily support PINK and international growth (square footage to grow by approximately 4% in 2016). Lease-adjusted leverage stood at 3.3x as of Jan. 30, 2016. Fitch expects the company to maintain a leverage profile in the mid-3x range, and fund dividends and share repurchases with FCF and potential debt issuances. The company's shareholder-friendly posture is a key constraint to the rating. FULL LIST OF RATING ACTIONS Fitch currently rates L Brands as: -- Long-term IDR 'BB+'; -- Secured bank credit facility 'BBB-/RR1'; -- Senior guaranteed unsecured notes 'BB+/RR4'; -- Senior unsecured notes 'BB/RR5'. The Rating Outlook is Stable. LABORATORIO ACROPOLIS: Hires Irizarry as Counsel ------------------------------------------------ Laboratorio Acropolis, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Gloria M. Justiniano Irizarry as counsel to the Debtor. Laboratorio Acropolis requires Irizarry to: a. examine documents of the Debtor and other necessary information to submit schedules and Statements of Financial Affairs; b. prepare the Disclosure Statement, Plan of Reorganization, records and reports as required by the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure; c. prepare applications and proposed orders to be submitted to the bankruptcy court; d. identify and prosecute claims and causes of action assertable by the Debtor-in-Possession on behalf of the estate; e. examine proof of claims filed and to be filed in the case and the possible objections to certain of such claims; f. advise the Debtor-in-Possession and prepare documents in connection with the ongoing operation of Debtor's business; g. advise the Debtor-in-Possession and prepare documents in connection with the liquidation of the assets of the estate, if needed, including analysis and collection of outstanding receivables; and h. assist and advise the Debtor-in-Possession in the discharge of any and all duties imposed by the applicable dispositions of the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure. Irizarry will be paid at these hourly rates: Gloria M. Justiniano Irizarry $200 Associates $125 Paralegal $50 Irizarry will be paid a retainer in the amount of $3,800. Irizarry will also be reimbursed for reasonable out-of-pocket expenses incurred. Gloria M. Justiniano Irizarry, Esq., 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. Irizarry can be reached at: Gloria M. Justiniano Irizarry, Esq. Ensanche Martinez, Calle A. Ramirez Silva 8 Mayaguez, PR 00680 Tel: (787) 831-2577 E-mail: justinianolaw@gmail.com About Laboratorio Acropolis Laboratorio Acropolis, Inc., based in Hatillo, PR, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 16-04609) on June 9, 2016. Gloria Justiniano Irizarry, Esq., as bankruptcy counsel. In its petition, the Debtor estimated assets of $0 to $50,000 and estimated liabilities of $1 million to $10 million. The petition was signed by Rebeca Maldonado Bidot, president. LANAI HOLDINGS III: Moody's Lowers Corporate Family Rating to B3 ---------------------------------------------------------------- Moody's Investors Service downgraded the ratings of Lanai Holdings III, Inc., including the Corporate Family Rating to B3 from B2 and the Probability of Default Rating to B3-PD from B2-PD. Moody's also downgraded the ratings on the company's senior secured first lien credit facilities to B2 from Ba3, and the rating on the senior secured second lien credit facilities to Caa2 from Caa1. The proceeds from the senior secured 1st lien and 2nd lien term loans and contribution of common equity, will fund the acquisition of Performance Health, refinance existing debt, and pay transaction fees and expenses. The first lien term loan was upsized by $330 million and the second lien term loan was upsized by $120 million in connection with this transaction. The outlook is stable. The downgrade follows Lanai's announcement that it plans to acquire Performance Health in a transaction that will more than double the company's debt and significantly increase its financial leverage. This in part reflects the transaction's rich acquisition price. Moody's expects that pro forma for the acquisition, Lanai's adjusted debt to EBITDA will increase to over 7.0 times (excluding synergies). That said the combined company will have increased scale and offer a broad portfolio of products and have a good supplier, distributor and retail network. Moody's expects that this will improve operating earnings and cash flow. Management expects the acquisition to close in late July. The following ratings were downgraded: Lanai Holdings III, Inc. Corporate Family Rating to B3 from B2 Probability of Default Rating to B3-PD from B2-PD Senior Secured First Lien Revolver (inclusive of $30 million add on) to B2 (LGD 3) from Ba3 (LGD 3) Senior Secured First Lien Term Loan (inclusive of $330 million add on) to B2 (LGD 3) from Ba3 (LGD 3) Senior Secured Second Lien Term Loan (inclusive of $120 million add on) to Caa2 (LGD 5) from Caa1 (LGD 5) The rating outlook is stable. RATINGS RATIONALE The B3 Corporate Family Rating reflects Lanai's high pro forma financial leverage in excess of 7.0x times, its small scale compared to other broad line medical distributors, as well as its focus on the US rehabilitation market as a vehicle for growth. The rating also reflects ongoing execution risks as the company completes its transition as a standalone company after being spun off from Patterson Companies in 2015. It also reflects the integration risks associated with the acquisition of Performance Health. The rating is supported by Lanai's leadership in the distribution of physical therapy rehabilitative and sports medicine equipment and supplies, as well as stronger profitability and cash flow expected from products manufactured and sold at Performance Health. A signficant percentage of Lanai's revenues are consumables and a significant percentage of Performance Health sales are from single use products. These products are generally lower cost per unit, are frequently used and re-ordered producing a fairly stable recurring revenue stream. In addition, Lanai benefits from favorable long term industry dynamics, underscored by rising demand due to the aging population in the U.S. Lanai's EBITDA margin will remain higher than typical distributors, due in part to its higher-margin proprietary product portfolio. Better margins will lead to higher free cash flow given the company's relatively modest capital spending (excluding one-time carve-out related expenses). Moody's expects Lanai to maintain good liquidity. The stable outlook reflects Moody's expectations that Lanai will reduce financial leverage from high pro-forma levels. The stable outlook also incorporates Moody's expectation that the company will not pursue additional debt financed acquisitions or shareholder initiatives until leverage is reduced. Moody's could downgrade the ratings if Lanai experiences major operational disruptions or other challenges as it completes its transition as a standalone company. Moody's could also downgrade the ratings if the company fails to reduce leverage from high pro-forma levels, or if free cash flow is negative. Deterioration in liquidity for any reason could also result in a rating downgrade. Moody's could upgrade if the company reduces debt/EBITDA to below 5.5x, maintains its leading market position, increases its scale, and diversifies its business. Lanai, through its ownership of Patterson Medical, is a specialty distributor serving the rehabilitation supply market. Upon close of its acquisition of Performance Health, the company will also be a marketer and manufacturer of branded health, wellness and self-care products both in the US and international markets. The company is primarily owned by private equity firm Madison Dearborn Partners and is expected to generate annual revenues in excess of $600 million. LANGUAGE LINE: S&P Affirms 'B' CCR, Outlook Remains Stable ---------------------------------------------------------- S&P Global Ratings said that it affirmed its 'B' corporate credit rating on interpretation service provider Language Line Holdings LLC. The rating outlook remains stable. At the same time, S&P raised its issue-level rating on the company's senior secured first-lien credit facility (which includes a $42.5 million revolving credit facility) and revised the recovery rating to '2' from '3'. The '2' recovery rating indicates S&P's expectation for substantial recovery (70%–90%; lower half of the range) of principal in the event of a payment default. S&P also affirmed its 'CCC+' issue-level rating on the company's $160 million senior secured second-lien term loan. The '6' recovery rating is unchanged, indicating S&P's expectation for negligible recovery (0%–10%) of principal in the event of a payment default. "The rating actions reflect the company's lower outstanding first-lien term loan balance due to mandatory amortization and voluntary repayments, which, since the June 2015 refinancing, have reduced the outstanding balance by about $40 million to $443 million as of March 31, 2016," said S&P Global Ratings credit analyst Dylan Singh. The stable rating outlook reflects S&P's expectation that Language Line will maintain adequate liquidity, with an at least 15% EBITDA margin of compliance against it financial covenants, and it will continue to maintain its operating performance, including OPI minute growth, resulting in adjusted EBITDA margins improving to about 37% and leverage continuing to decline over the next 12 months. S&P could raise the corporate credit rating if it is convinced that the company can maintain leverage under 5x on a sustained basis through a firm commitment toward a less aggressive financial policy. This would likely require continued revenue and earnings growth and meaningful debt repayment. S&P could consider lowering the rating if the company's EBITDA margin of covenant compliance decreases to less than 15%. This could occur if the company's operating performance deteriorates or if it makes a large debt-financed distribution or acquisition. LAREDO HOUSING: S&P Revises Outlook on 'B' Rating to Negative ------------------------------------------------------------- S&P Global Ratings revised the outlook on its 'B' rating on Laredo Housing Finance Corp., Texas' series 1994 single-family mortgage revenue bonds to negative from stable. The negative outlook reflects the rating service's opinion of the continuing decline in the asset-to-liability parity ratio. S&P Global Ratings also affirmed its 'B' rating on the debt. "As the issuer continues to amortize or prepay the securities, we expect parity to continue to decline more rapidly. We, however, do not believe there will be sufficient assets to pay the full and timely debt service on the bonds until maturity," said S&P Global Ratings credit analyst Renee Berson. "Therefore, we expect to lower the rating at some point in the future as a default becomes imminent." Ginnie Mae mortgage-backed securities and Fannie Mae pass-through certificates secure the bonds. LEN-TRAN INC: Seeks to Hire Hill Barth as Accountant ---------------------------------------------------- Len-Tran, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Hill, Barth & King, LLC as its accountant. The services to be provided by the firm include providing accounting services to the Debtor in connection with its Chapter 11 case, and the preparation of tax returns. Hill Barth's current hourly rates range from $80 to $325. William North II, CPA, 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: William North II Hill, Barth & King, LLC 1727 Second Street, Suite B Sarasota, Florida 34236 Phone: (941) 957-4242 Fax: (941) 366-4296 About Len-Tran Inc. Len-Tran, Inc., dba Turner Tree & Landscape, based in Bradenton, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-04145) on May 13, 2016. Elena P Ketchum, Esq., at Stichter, Riedel, Blain & Postler, P.A., serves as counsel to the Debtor. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Darrell Turner, president. LHP HOSPITAL: S&P Raised CCR to 'B', Then Subsequently Withdrawn ---------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on Plano, Texas–based acute-care hospital operator LHP Hospital Group Inc. (LHP) to 'B' from 'B-'. The outlook is stable. S&P is subsequently withdrawing all ratings on LHP, including operating subsidiary LHP Operations Co. LLC's senior secured debt ratings, because the company has refinanced its debt into a structure that will not be rated. "Our rating actions follow better-than expected operating results over the past few quarters, giving us greater confidence that the company will generate positive free cash flow and maintain leverage below 5x over time," said S&P Global Ratings credit analyst Matthew O'Neill. The improvement in operating performance reflects consistent volume growth along with cost-saving initiatives at its facilities that has resulted in sustained EBITDA growth and improvement in credit measures. However, S&P believes LHP's hospital portfolio remains small and undiversified, which leaves it exposed to both local market risk and reimbursement risk. S&P expects acquisitions will remain a use of cash over time. LIFEPOINT HEALTH: Fitch Affirms 'BB' IDR, Outlook Stable -------------------------------------------------------- Fitch Ratings has affirmed LifePoint Health Inc.'s ratings, including the 'BB' Issuer Default Rating. The Rating Outlook is Stable. The ratings apply to approximately $2.8 billion of debt at March 31, 2016. KEY RATING DRIVERS Decent Balance Sheet Flexibility: At 3.8x total debt/EBITDA at March 31, 2016, LifePoint's leverage is amongst the lowest in the for-profit hospital industry, commensurate with the decent financial flexibility required for the 'BB' rating. The strength of the balance sheet provides the company with flexibility to pursue a growth-through-acquisition strategy; Fitch believes the company could increase debt to fund larger hospital purchases as it grows in size. Acquisitions Improve Mix: LifePoint remains primarily a rural market operator, but the company has recently been deploying capital to buy hospitals in faster-growing markets, as well as making acquisitions to build out the network of facilities in certain of its existing markets. This strategy has contributed to improving organic topline growth, but operating margins have compressed as the company integrates less profitable acquisitions. Evolving Business Risk Profile: LifePoint's legacy hospital portfolio exposes the company to certain operating challenges. These included high volumes of uninsured patients, seasonal sensitivity to trends in conditions like the flu, declining levels of short-stay admissions and a greater macroeconomic sensitivity of patient demand. Fitch believes the company's acquisition strategy should reduce exposure to the types of lower acuity hospital patient volumes that are highly susceptible to these headwinds. But Strategy Not Without Challenges: The rapid pace of M&A does represent some challenges that add risk to the credit profile. Integrating the newly acquired hospitals is a headwind to profitability since the company's typical target is a not-for-profit community hospital that operates with lower margins than the legacy LifePoint group of hospitals. Capital expenditure commitments are a headwind to free cash flow generation (FCF) generation, and as with any inorganic growth strategy, there is integration risk. Headwinds to Cash Generation: Hospital operators can experience an A/R build up if there is a bureaucratic delay in receiving a Medicare provider number for a recently acquired hospital. Due to the rapid pace of acquisitions, LifePoint has recently experience a build-up in A/R due to the latter. Fitch is forecasting a greater than 50% drop in LifePoint's FCF during 2016, due to increased use of cash for working capital, higher capital expenditures, and lower profitability. Lower profitability is the result of secular headwinds to profitability in the hospital sector (reduced readmissions, fewer short stay admissions), the integration of less profitable hospitals, and lower cash payments for demonstrating meaningful use of electronic health records as the schedule of federal government payments winds down. Affordable Care Act Also Supporting Operations: LifePoint operates in markets that have historically had high exposure to uninsured patients, contributing to a significant financial headwind from uncompensated care. Only 10 of the 22 states in which LifePoint operates hospitals have so far opted to expand Medicaid programs (an eleventh, Louisiana, will expand eligibility on July 1), but the company has experienced a very marked decline in volumes of self-pay patients that appears to be durable; same-hospital self-pay admissions dropped 42% in the fourth quarter of 2014 (4Q14), and 11.1% in 4Q15. KEY ASSUMPTIONS -- Fitch expects LifePoint to realize low single-digit organic topline growth through the forecast period. This incorporates an assumption that patient volumes will continue to suffer from secular headwinds to growth of lower acuity cases. LifePoint's legacy rural hospital markets are highly susceptible to this trend; -- Fitch forecasts EBITDA of $824 million for LifePoint in 2016, including the contribution of recent acquisitions, and Year-end leverage of 3.7x pro forma for recent debt issuance activity; -- Fitch expects LifePoint's operating EBITDA margin to contract by about 140 basis points (bps) in 2016 versus the 2015 level. The drop in profitability is primarily related to the integration of less profitable acquired hospitals; -- Capital expenditures are forecasted at $400 million in 2016; higher capital expenditures are related to capital commitments at recently acquired hospitals. In some cases, this is project-related spending, which will support future EBITDA growth; -- FCF margin (CFO less capital expenditures and dividends) above 2% and absolute level of annual FCF of about $150 million throughout 2018 despite higher capital expenditures; -- The company deploys cash for both acquisitions and share repurchases in 2016-2018; total debt is maintained at a level where leverage is consistently below 4.0x. RATING SENSITIVITIES A downgrade could result from gross debt/EBITDA being maintained above 4.0x and an FCF margin sustained below 2%; Fitch currently forecasts a FCF margin of 2% to 2.5%. LifePoint's liquidity remains supportive of the 'BB' rating, but a forecasted drop in profitability and the FCF margin have eroded the margin for error in the operations at this rating level. The most likely driver of a negative rating action is debt funding of capital deployment, including acquisitions and share repurchases, leading to leverage sustained above 4.0x. In addition, difficulty in the integration of recent acquisitions and the timing and level of funding of capital projects in new markets could weigh on FCF and the credit profile. An upgrade to 'BB+' would be supported by the company operating with leverage below 3.0x. Fitch does not believe LifePoint currently has a financial incentive to operate with leverage at such a low level, and it is inconsistent with the company's recently more aggressive stance toward capital deployment for M&A and share repurchases. LIQUIDITY The most concerning aspect of LifePoint's liquidity profile is the forecasted drop in FCF. The company has adequate sources of liquidity, the debt maturity profile and debt agreement covenant compliance are not concerning. At March 31, 2016, LifePoint's liquidity included $187 million of cash on hand, $328 million of available capacity on its bank facility revolving loan and latest 12 months (LTM) FCF of $250 million. LifePoint's LTM EBITDA to interest paid was solid for the 'BB' rating category at 7.0x and the company has ample operating cushion under its bank facility financial maintenance covenants, which now requires total debt to be maintained below 5.0x EBITDA. Debt maturities are manageable. On June 10, 2016, LifePoint refinanced its bank facility. The term loan and revolver maturities were pushed out to June 2021 from July 2017, and the revolver was upsized to $600 million. Some of the terms and covenants were changed, including a relaxing of the total leverage financial maintenance covenant. At current leverage levels, pricing on the refinanced facility is LIBOR+175 bps. The terms of the bank agreement give LifePoint significant flexibility to issue additional debt, including debt secured on a basis pari passu with the bank agreement. The company is permitted to issue incremental term loans or secured notes up to a senior secured leverage ratio of 3.5x, with an $800 million carveout permitted regardless of the senior leverage ratio. The indentures for the three outstanding series of senior unsecured notes due 2021, 2023 and 2024 allow additional secured debt up to a secured leverage ratio of 3.5x, plus a carveout of the greater of $300 million or 6% of total assets. Above this level, there is a springing lien provision that would result in the senior notes becoming equally and ratably secured. With a secured leverage ratio of 1.1x at March 31, 2016, LifePoint has significant capacity for secured debt under all of the debt agreements. FULL LIST OF RATING ACTIONS Fitch affirms these ratings: -- Issuer Default Rating at 'BB'; -- Secured bank facility at 'BB+/RR1'; -- Senior unsecured notes at 'BB/RR4'. The Rating Outlook is Stable. LIGHTSTREAM RESOURCES: S&P Cuts CCR to D on Missed Interest Payment ------------------------------------------------------------------- S&P Global Ratings said it lowered its long-term corporate credit rating on Lightstream Resources Ltd. to 'D' (default) from 'CCC-'. At the same time, S&P Global Ratings lowered its issue-level rating on Lightstream's senior unsecured notes to 'D' from 'C'. The '6' recovery rating is unchanged and indicates S&P's expectation of negligible (0%-10%) recovery in a default scenario. "The downgrade reflects Lightstream's decision not to make an interest payment on its 9.875% senior secured notes due June 15, 2019, and our belief that the company will not make this payment before the 30-day grace period ends," said S&P Global Ratings credit analyst Michelle Dathorne. S&P expects Lightstream will likely restructure its debt under bankruptcy protection or a similar scenario. A failure to make the interest payment on the 2019 notes before the 30-day grace period ends might constitute a default under some agreements the company has, which could result in a cross-default under other agreements. LIME ENERGY: Hikes Heritage Bank Credit Facility to $10-Mil. ------------------------------------------------------------ Lime Energy Co. entered into an amendment to the Loan and Security Agreement, dated July 24, 2015, with Heritage Bank of Commerce. The Second Amendment increased the revolving line of credit to $10.0 million (from $6.0 million), which the Company may draw upon from time to time, subject to the calculation and limitation of a borrowing base, for working capital and other general corporate purposes. The line of credit bears variable interest at the prime rate plus 1.00% and is collateralized by certain assets of the Company and its subsidiaries including their respective accounts receivable, certain deposit and investment accounts and intellectual property. The Second Amendment also extends the maturity date one year to July 24, 2018, and requires the Company to achieve revised rolling four-quarter EBITDA targets, measured as of the last day of each quarter, as follows: $2,179,000 for the quarter ending March 31, 2016; $2,006,000 for the quarter ending June 30, 2016; $2,437,000 for the quarter ending September 30, 2016; and $3,995,000 for the quarter ending Dec. 31, 2016. The Company and the Bank agreed to negotiate and agree on EBITDA targets for 2017 by Jan. 15, 2017, absent which all amounts then outstanding would be due and payable on March 31, 2017. Similarly, EBITDA targets for 2018 shall be set by Jan. 15, 2018, or the amounts then outstanding shall become due and payable on March 31, 2018. Except as specifically amended and modified by the Second Amendment, all other terms and conditions of the Loan Agreement remain in effect. As previously disclosed, the Company was not in compliance with its EBITDA covenant as of Dec. 31, 2015. The Bank has waived the default. A full-text copy of the Second Amendment to Loan Agreement is available for free at https://is.gd/VDIvzP About Lime Energy Headquartered in Huntersville, North Carolina, Lime Energy Co. -- http://www.lime-energy.com/-- is engaged in planning and delivering clean energy solutions that assist its clients in their energy efficiency and renewable energy goals. The Company's solutions include energy efficient lighting upgrades, energy efficient mechanical and electrical retrofit and upgrade services, water conservation, building weatherization, on-site generation and renewable energy project development and implementation. The Company provides energy solutions across a range of facilities, from high-rise office buildings, distribution facilities, manufacturing plants, retail sites, multi-tenant residential buildings, mixed use complexes, hospitals, colleges and universities, government sites to small, single tenant facilities. Lime Energy reported a net loss available to common stockholders of $4.44 million on $113 million of revenue for the year ended Dec. 31, 2015, compared to a net loss available to common stockholders of $5.60 million on $58.8 million of revenue for the year ended Dec. 31, 2014. As of March 31, 2016, Lime Energy had $47.5 million in total assets, $38.8 million in total liabilities, $11.05 million in contingently redeemable series C preferred stock and a total stockholders' deficiency of $2.27 million. LINDEN & ASSOCIATES: Taps McDonald Carano as Legal Counsel ---------------------------------------------------------- Linden & Associates, PC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire McDonald Carano Wilson LLP as its legal counsel. The Debtor tapped the firm to: (a) provide legal advice and assistance relative to the administration of its Chapter 11 case; (b) represent the Debtor at court hearings; (c) assist the Debtor in examining and analyzing the conduct of its affairs; (d) assist in preparing, reviewing and analyzing all legal documents to be filed with the court by the Debtor; (e) advise the Debtor about the propriety of third-party filings, and, after consultation, take appropriate action; (f) prepare witnesses and review documents; (g) apprise the court of the Debtor's analysis of its operations; (h) confer with the accountants and any other professionals retained by the Debtor; (i) assist the Debtor in its negotiations with creditors and other parties; (j) assist the Debtor in preparing and confirming a plan of reorganization; (k) provide the Debtor with other services necessary to obtain approval of a plan of reorganization; and (l) assist the Debtor in evaluating and prosecuting any claims that it may have against third parties. The attorneys designated to represent the Debtor are Ryan Works and Amanda Perach. Karen Surowiec is the designated paralegal. McDonald Carano will seek compensation from the Debtor based on these rates: Ryan J. Works Partner $425 Amanda M. Perach Associate $300 Karen Surowiec Paralegal $225 Aside from professional fees, the firm will also receive reimbursement for work-related expenses. McDonald Carano does not represent any interests adverse to the Debtor or its estate, according to court filings. The firm can be reached through: Ryan J. Works, Esq. Amanda M. Perach, Esq. McDonald Carano Wilson LLP 2300 West Sahara Avenue, Suite 1200 Las Vegas, Nevada 89102 Telephone Number: (702) 873-4100 Facsimile Number: (702) 873-9966 E-mail: rworks@mcdonaldcarano.com aperach@mcdonaldcarano.com About Linden & Associates Linden & Associates, PC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 16-12697) on May 17, 2016. LOCAL CORP: Seeks Chapter 11 Case Dismissal ------------------------------------------- BankruptcyData.com reported that Local Corporation filed with the U.S. Bankruptcy Court a motion for an order (1) authorizing the Debtor to distribute funds to creditors and (2) dismissing the Chapter 11 case. The motion explains, "The Debtor with Court approval sold substantially all of its assets on or about Dec. 1, 2015. Since then, the Debtor has (i) resolved all claim objections; (ii) collected more than $2.8 million of cash on account of receivables excluded from the sale of the Debtor's assets; and (iii) commenced three preferential transfer actions. Except for certain receivables that the Debtor is still in the process of collecting, the Debtor has liquidated all assets of the estate, but still needs to resolve and/or finalize settlements of collection matters and other disputes, as well as complete the prosecution of claims held by the estate against the third parties, which could increase significantly the pool from which to pay creditors. The Debtor is prepared to distribute a significant portion of the funds to holders of allowed claims pursuant to the priority scheme set forth in the Bankruptcy Code, and expects to distribute the balance of funds held in reserve, combined with the net proceeds realized from the prosecution of litigation claims. In order to reduce administrative expense in this case, the Debtor, with the Committee's support, is filing this structured dismissal motion in lieu of a plan and disclosure statement. In order to comply with the Court's order regarding case disposition, the Debtor is filing this motion by the June 15, 2016 deadline. By this motion the Debtors seek authority to pay creditors their pro rata share of cash available, and dismiss the case, effective on the date that all orders and judgments relative to the adjudication, settlement or other resolution of avoidance actions and other pending disputes become final." The Court scheduled a July 21, 2016 hearing on the motion, according to the report. About Local Corporation Local Corporation, a publicly traded Delaware corporation (NASDAQ symbol LOCM), is in the business of providing search results to consumers who are searching online for local businesses, products and services. Founded in 1999, the Irvine, California-based company went public in 2004 and has been one of the fastest growing online local media businesses for a number of years, and for the past four years it has been listed by Deloitte on its Technology Fast 500. The Company's search results are provided through the Company's flagship Local.com Web site and through other proprietary Web sites, and they are also delivered to a network of over 1,600 other Web sites that rely on search syndication services to provide local search results to their own users. The Company generates revenue from ad units placed alongside its search results, which include pay-per-click, pay-per-call, and display ad units. The Company reported a net loss of $5.50 million on $83.1 million of revenue for the year ended Dec. 31, 2014, compared with a net loss of $10.4 million on $94.4 million of revenue in the prior year. The Company's balance sheet at March 31, 2015, showed $36.8 million in total assets, $25.7 million in total liabilities, and stockholders' equity of $11.2 million. Local Corp. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 15-13153) in Santa Ana, California, on June 23, 2015. The Debtor disclosed $16,141,222 in assets and $29,519,418 in liabilities as of the Chapter 11 filing. The case is assigned to Judge Scott C. Clarkson. The Debtor tapped Winthrop Couchot as counsel. Robins Kaplan LLP represents as counsel to the Official Committee of Unsecured Creditors. LOLETA CHEESE: Ch.11 Trustee Taps Dentons US as Legal Counsel ------------------------------------------------------------- The Chapter 11 trustee of Loleta Cheese Company, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Dentons US LLP as his legal counsel. Timothy Hoffman, the bankruptcy trustee, tapped the firm to: (a) give advice in connection with his duties under section 1106 of the Bankruptcy Code and advise the trustee regarding proposal of a plan of reorganization; (b) assist and advise the trustee on legal aspects involved in the investigation, collection and liquidation of potential assets of the estate; (c) assist and advise the trustee regarding any transfers which may be avoidable under the provisions of the Bankruptcy Code; (d) represent the trustee in litigation he determines is necessary; (e) assist the trustee in objecting to claims; and (f) attend court hearings when necessary. The current hourly rates charged by the firm range from $445 to $775. The hourly rates charged by Dentons members expected to render most of the services are: Michael A. Isaacs $575 Charles P. Maher $575 Gregg S. Kleiner $540 Jennifer C. Hayes $475 Mr. Maher, Esq., disclosed in a court filing that the firm is a "disinterested person" and that it does not hold any interest adverse to the Debtor's estate. The firm can be reached through: Charles P. Maher Dentons US LLP One Market Plaza Spear Tower, 24th Floor San Francisco, California 94105 Telephone: 415-267-4000 Fax: 415-267-4198 Email: charles.maher@dentons.com About Loleta Cheese Headquartered in Loleta, California, Loleta Cheese Company, Inc., has been putting out Humboldt County-made cheeses since 1982 and operates the Cheese Factory, a popular attraction in downtown Loleta. It was founded by Bob and Carol Laffranchi. It currently employs 21 people. The Debtor filed a chapter 11 petition (Bankr. N.D. Calif. Case No. 14-11620) on November 19, 2014. The petition was signed by Robert E. Laffranchi, president. The case is assigned to Judge Alan Jaroslovsky. At the time of the filing, the Debtor estimated $1 million to $10 million in both assets and debts. LONGVIEW INTERMEDIATE: Moody's Affirms 'B2' Loan Rating ------------------------------------------------------- Moody's Investors Service changed the rating outlook on Longview Intermediate Holdings C, LLC's secured debt to negative from stable reflecting significantly weaker financial performance compounded by the recent challenges at its mining segment. Concurrent with the rating outlook change, Moody's affirmed the B2 rating on the approximately $298 million senior secured term loan due 2021 and its $25 million five year senior secured revolving credit facility due 2020. RATINGS RATIONALE The B2 rating reflects the continued uncertainty surrounding the project's cash flow generating ability owing to the plant's limited operating history, its position as an entirely merchant generating facility, as measured by the project's weaker than expected financial results given the prolonged period of lower power prices, and recent challenges at the mining segment. These challenges acknowledge the excellent operating performance at the power plant since the completion of the rehabilitation program and the project's current liquidity level which Moody's believes is sufficient to cover expected shortfalls in the near term. The B2 rating also recognizes that the plant's, age, design and fuel supply arrangements make it one of the lowest cost and environmentally friendly coal-plants in PJM, so that when it is available, it should almost always run. The rating assumes the completed rehabilitation program will continue to be successful and that Longview will be able to operate at or close to its originally designed specifications. Moody's said, "The negative rating outlook acknowledges the greater than expected use of existing liquidity during the past year along with the probability for continuing cash shortfalls during 2016 owing to an ongoing period of lower energy prices. The negative outlook also factors in the challenges facing Mepco, the mining segment, which suffered a fatality in January 2016 leading to several lost production days. Moreover, regulatory issues and a collapsed roof resulted in significant production disruptions during the quarter resulting in output being approximately 30% less than budget. We understand that the Mine Safety and Health Administration (MSHA) and the Pennsylvania Department of Environmental Protection (PADEP) have approved Mepco's mining plan revisions and equipment modifications intended to address conditions that may have contributed to the fatality and roof collapse. As such, Mepco had to purchase third party coal in order to meet its delivery requirements during the 1Q 2016. Management anticipates productivity at the mining business improving throughout the year as operations assimilated to adjustments per regulatory requirements; however it still expects to purchase third party coal to meet a portion of its commitments for the remainder of the year." A contributing factor to the negative outlook is the going concern discussion in Longview's FY 2015 audited financials. Of particular concern is the ability of Longview to satisfy a financial covenant (requiring its debt service coverage ratio to be at least 1.10x) that commences December 31, 2016, and continues quarterly thereafter. Management believes that it will be able to meet the financial covenant even with the challenges facing the issuer over the next several months due in large part to the components of the financial covenant definition that excludes major maintenance expenses paid from the voluntary major maintenance reserve account and includes cash balances transferred into the revenues account. As of 3/31/2016, Longview had a major maintenance reserve cash balance of $7 million, and a cash account balance of $28 million (including unused cash collaterized L/Cs). On the positive side, Longview has successfully completed its rehabilitation plan in November 2015 on time and on budget and according to management, recent plant inspections have demonstrated a 155 day winter run under excellent conditions. In the first quarter of 2016, the all-in heat rate was 8,948 versus a budgeted 8,802 and the capacity factor was 94.5% versus 95.3%. This is viewed positively given the major challenges previously experienced by the power plant. However it is still a fairly short operating track record. That said, financial performance for the 1Q 2016 was well below budget primarily owing to lower power prices than previously anticipated as well as the above mentioned coal mine disruptions. The mild winter and low natural gas prices depressed energy prices during the quarter with a realized energy price for the quarter being nearly 1/3 lower than the project's budget. In short, Longview now expects to generate negative cash flow of about $13 million which will be satisfied by internal liquidity sources. As of March 31, 2016, the project had $59 million of available liquidity (net of $16.4 million of funded L/Cs) consisting of $15 million of remaining availability under the $25 million revolving line of credit, $19 million of cash on hand, $12.2 million restricted in a debt service reserve fund as well as an additional $3.7 million in other restricted cash. Moody's said, "The rating could face downward pressure if weak commodity prices persist during the next several quarters causing liquidity to decline beyond levels currently envisioned, if we believe that there will be a financial covenant violation at year-end 2016 or during 2017, if the power plant consistently underperforms post rehabilitation, or if the mining segment operations does not improve as expected." In light of the negative rating outlook, limited prospects exists for the rating to be upgraded. The rating could stabilize if future power prices increase substantially from current levels enabling Longview to comfortably meet the financial covenant on a sustained basis and causing more rapid debt pay down than currently anticipated. Longview is a special purpose entity that owns and operates a 700 MW supercritical pulverized coal-fired power plant located in Maidsville, West Virginia, just south of the Pennsylvania border and approximately 70 miles south of Pittsburgh. The plant's energy and capacity is sold entirely on a merchant basis into PJM's wholesale energy and capacity markets. Coal for the project is provided at cost from an adjacent mine owned and operated by Longview's affiliate Mepco Intermediate Holdings, LLC (Mepco). Water for the project is drawn from the Monongahela River, via a pipeline and treatment facility constructed by Dunkard Creek Water System LLC (Dunkard), another Longview affiliate. Mepco and Dunkard are both subsidiaries of Longview's parent, Longview Intermediate Holdings and are part of the collateral package pledged to the Longview lenders. M SPACE: Gordon Brothers to Dispose Assets of Business ------------------------------------------------------ Gordon Brothers Group, a global advisory, restructuring and investment firm specializing in the industrial, consumer products and retail sectors, on June 14, 2016, disclosed that it will begin the immediate disposition of assets formerly owned by M Space following the firm's bankruptcy filing in late-May. M Space is a modular building firm specializing in permanent and temporary prefabricated building types ranging from small temporary buildings to large multi-story complexes. The assets available for purchase include over 2,400 floors of custom built modular buildings and complexes. These items have applications in construction, education, government, laboratory/research and public safety. In addition, there are a number of buildings currently under lease that can be assumed by the buyer. "We expect this to be a short sale since we have already received strong responses from interested buyers," stated Robert Maroney, President of the Commercial & Industrial Division of Gordon Brothers Group. "These units have been well maintained and are used in a variety of sectors. We look forward to making them available to buyers from a multitude of industries," he added. The assets will be sold via negotiated sales. For inquiries, please contact mspace@gordonbrothers.com or 617-422-7832 or visit modularinventory.com About Gordon Brothers Group Founded in 1903, Gordon Brothers Group -- http://www.gordonbrothers.com/-- is a global advisory, restructuring and investment firm specializing in the retail, consumer products, industrial and real estate sectors. Gordon Brothers Group maximizes value for both healthy and distressed companies by purchasing or selling all categories of assets, mitigating leases, appraising assets and operating businesses for extended periods. Gordon Brothers Group conducts over $70 billion worth of transactions and appraisals annually. As of November 2014, debt financing is provided by Gordon Brothers Finance Company. About M Space Holdings M SPACE, a modular building company, utilizes modular construction to provide custom and traditional, permanent and temporary, new and used prefabricated buildings. Projects range from small temporary buildings to large multi-story complexes. The firm serves various industries such as education, healthcare, retail and hospitality, government, laboratory/research, public assembly, lodging and housing, general business and office, corrections and public safety with portable buildings, permanent modular buildings and manufactured homes. About M Space Holdings M Space Holdings, LLC, is a provider of turnkey complex modular space solutions. The Debtor sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Utah (Salt Lake City) (Case No. 16-24384) on May 19, 2016. The petition was signed by Jeffrey Deutschendorf, chief executive officer and president. The case is assigned to Judge Joel T. Marker. The Debtor's asset Liquidator is Gordon Brothers Commercial & Industrial, LLC. The Debtor estimated both assets and liabilities in the range of $50 million to $100 million. MAXUS ENERGY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Maxus Energy Corporation 16-11501 10333 Richmond Avenue, Suite 1050 Houston, TX 77042 Tierra Solutions, Inc. 16-11502 Maxus International Energy Company 16-11503 Maxus (U.S.) Exploration Company 16-11504 Gateway Coal Company 16-11505 Type of Business: Oil and Gas Chapter 11 Petition Date: June 17, 2016 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' Local Counsel: Blake M. Cleary, Esq. Joseph M. Barry, Esq. Justin P. Duda, Esq. Travis G. Buchanan, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: mbcleary@ycst.com jbarry@ycst.com jduda@ycst.com tbuchanan@ycst.com Debtors' General Counsel: James M. Peck, Esq. Lorenzo Marinuzzi, Esq. Jennifer L. Marines, Esq. Jordan A. Wishnew, Esq. MORRISON & FOERSTER LLP 250 West 55th Street New York, New York 10019 Tel: (212) 468-8000 Fax: (212) 468-7900 E-mail: jpeck@mofo.com lmarinuzzi@mofo.com jmarines@mofo.com jwishnew@mofo.com Debtors Financial Advisor: ZOLFO COOPER, LLC Debtors' Claims & Noticing Agent: PRIME CLERK LLC Estimated Assets: $1 million to $10 million Estimated Debts: $100 million to $500 million The petition was signed by Jose Daniel Rico, president and chief executive officer. Consolidated List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Brown and Caldwell, Inc. Trade $170,000 Entact, LLC Trade $170,000 trapp@entact.com Viasant, LLC Trade $80,000 mrheintgen@viasant.com Portland State University Trade $55,000 spa.green@pdx.edu The Woods Hole Group, Inc. Trade $50,000 bhamilton@whgrp.com EA Engineering, Science, and Trade $42,500 Technology, Inc. Yu & Associates Trade $40,000 Normandeau Associates, Inc. Trade $30,000 Hach Excavating & Demolition, Inc. Trade $25,400 Field & Technical Services, LLC Trade $25,000 University of Illinois Trade $25,000 gcopostuiuc@uillinois.edu McGriff Seibels & Williams Inc. Trade $25,000 Occidental Chemical Corporation Indemnity Unknown Pension Benefit Guaranty Corp. Employee Unknown Benefits Aetna, Inc. Employee Unknown Benefits United States Regulatory Unknown Environmental Protection Agency New Jersey Regulatory Unknown Department of Environmental Protection Kentucky Regulatory Unknown Department of Environmental Protection Ohio Regulatory Unknown Environmental Protection Agency Wisconsin Regulatory Unknown Department of Natural Resources MAXUS ENERGY: Files for Bankruptcy Protection in Delaware --------------------------------------------------------- In an attempt to put an end to their longstanding indemnification obligations as well as the related environmental litigation that has burdened them for the past decade, Maxus Energy Corporation and four of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the District of Delaware on June 17, 2016. The Debtors intend to use the breathing spell afforded by the Bankruptcy Code to decide whether their existing environmental remediation operations and oil and gas operations can be restructured as a sustainable, stand-alone enterprise. The bankruptcy filing came after Maxus reached an agreement with YPF SA, its ultimate parent, relating to liabilities resulting from the contamination of Passaic River. YPF is not part of the bankruptcy filing. Based in Dallas, Texas, the Debtors' business is comprised of three principal components: (i) management of various oil and gas-related interests held by Maxus and its wholly-owned subsidiaries, (ii) environmental remediation management services by Tierra Solutions, Inc., which also holds title to certain real estate properties, and (iii) management of legacy employee benefit obligations to retired former employees. In its bankruptcy petition, Maxus reported assets in the range of $1 million to $10 million and liabilities of up to $500 million. The Debtors' liabilities fall primarily into the following general categories: (a) historical environmental liabilities; (b) other legal liabilities; and (c) employee benefits plans. Occidental Chemical Corporation (OCC) is the Debtors' largest unsecured creditor. As of the Petition Date, Maxus has no outstanding secured or unsecured funded debt, and does not have a credit facility with any lender. In 1986, Maxus, formerly known as Diamond Shamrock Corporation, sold its chemicals business to OCC in order to focus its business on the petroleum industry. As part of the Stock Purchase Agreement, Maxus agreed to indemnify OCC from and against certain liabilities relating to Maxus' business or activities prior to the Sept. 4, 1986, closing date, including certain environmental liabilities relating to chemical plants and waste disposal sites used by Maxus. According to Javier Gonzalez, Maxus' vice president, general counsel and corporate secretary, Maxus (through its affiliate, Tierra) has regularly performed its indemnification obligations to OCC in accordance with the SPA since 1986. Those efforts have led to the successful remediation of a number of contaminated industrial sites throughout the country. He noted that over the past 30 years, Maxus has provided approximately $755 million worth of remediation services both to OCC as well as other parties, which includes remedial investigation, feasibility studies, and remediation work at Superfund sites across the country. However, Mr. Gonzalez noted, as a result of changes in environmental laws, shifts in U.S. Environmental Protection Agency enforcement priorities, advances in scientific knowledge about hazardous substances, and new information regarding environmental contamination at a number of legacy Superfund sites over the last thirty years, the ongoing remediation obligations have placed an enormous strain on the Debtors' finances. In light of the Debtors' dependence on YPF for financial support, together with the Debtors' exposure to significant environmental contingencies, the Debtors' external auditor noted in its Independent Accountants Auditors' Report (dated March 3, 2016) with respect to the consolidated financial statements of Debtors' immediate parent company, that the Debtors' ability to continue as a going concern is in doubt. Settlement Agreement Over the past ten years, certain of the Debtors, as well as OCC, have been defendants in litigation before the New Jersey state courts in which the N.J. Department of Environmental Protection sought compensation from OCC and the other defendants for environmental contamination of the Passaic River that dates back for over a century. NJDEP settled with the defendants, including certain of the Debtors, but cross-claims among the defendants (including, but not limited to, OCC, YPF and Maxus) remain, and one theory of damages being pursued by OCC is that YPF and Maxus are alter egos on account of their historical dealings. Through these claims, OCC seeks to extend to YPF a contractual indemnity obligation that Maxus has been held to owe to OCC. In light of these claims and developments in the Passaic River Litigation, approximately one year ago, two special independent directors were appointed to Maxus' board of directors in order to review and assess the historical transactions, interrelationships and course of dealing between Maxus and YPF, and identify potential claims arising in relation to those transactions and relationships. Prior to the Petition Date, the Debtors alleged that certain claims exist or may arise in the future against YPF, YPF International S.A., the Lender, CLH Holdings, Inc., and YPF Services USA Corp. related to the corporate relationship between the Debtors and the YPF Entities, including claims based on theories of fraudulent transfer and avoidance, and veil piercing and alter ego liability. The YPF Entities disputed the Debtors' allegations and asserted that they may have claims against the Debtors for contribution, defaulted loans, and loan forgiveness. Maxus and YPF negotiated a settlement to resolve any and all claims that the Debtors may have against YPF and its affiliates arising from or related in any way to the Debtors or their business or assets. Pursuant to the terms of the Settlement and Release dated June 17, 2016, with YPF and certain of its affiliates, YPF will fund the Debtors' estate with $130 million upon the Effective Date and the dismissal of the Passaic River Litigation as to YPF and its affiliates. Moreover, subject to certain milestones, but without requiring the Settlement Agreement to first be approved by the Court, YPF will provide the estates with approximately $63.1 million of additional liquidity through a debtor-in-possession financing facility. "The DIP Facility will provide adequate funding for the Chapter 11 Cases for twelve months, thereby allowing the Debtors to continue with their ongoing remediation obligations and ultimately consummate a value-maximizing reorganization that will benefit their creditors," Mr. Gonzalez said. As part of the Settlement Agreement, the Debtors also agreed to propose a Chapter 11 plan that implements the terms of the Settlement Agreement. The Debtors anticipate that a confirmed plan would distribute the Settlement Agreement consideration and the value of their assets to their creditors in satisfaction of the Debtors' liabilities. First Day Motions Contemporaneously with the petitions, the Debtors have filed a number of first day pleadings intended to minimize the adverse impact of the Chapter 11 cases on, and preserve and maximize the value of, their estates. Among other things, the Debtors seek the Bankruptcy Court's authority to obtain post-petition financing, use existing cash management system, pay obligations to employees and prohibit utility providers from discontinuing services. The Debtors have engaged Young Conaway Stargatt & Taylor, LLP as local counsel, Morrison & Foerster LLP as general bankruptcy counsel, Zolfo Cooper, LLC as financial advisor and Prime Clerk LLC as claims and noticing agent, all are subject to the Bankruptcy Court's approval. The Debtors have requested that their cases be jointly administered under Case No. 16-11501. A copy of the declaration in support of the First Day Motions is available for free at https://is.gd/5jeBmH MAXUS ENERGY: Seeks Joint Administration of Cases ------------------------------------------------- Maxus Energy Corporation, Tierra Solutions, Inc., Maxus International Energy Company, Maxus (U.S.) Exploration Company and Gateway Coal Company asked the Bankruptcy Court to direct joint administration of their cases under Case No. 16-11501. The Debtors told the Court that joint administration of the Chapter 11 cases will: (a) promote efficiency and ease the administrative burden on the Court and all parties-in-interest; (b) significantly reduce the volume of paper that otherwise would be filed with the Clerk of the Court, because it will avoid the preparation, replication, service, and filing, as applicable, of duplicative notices, applications, and orders; (c) render the completion of various administrative tasks less costly and will minimize the number of unnecessary delays; (d) simplify supervision of the administrative aspects of these cases by the Office of the United States Trustee; and (e) not prejudice or adversely impact the rights of their creditors because the relief sought is purely procedural and is not intended to affect substantive rights. About Maxus Energy Maxus Energy Corporation explores and produces oil and natural gas in the mid-continent region of the United States; and Indonesia and Ecuador. The company was founded in 1983 and is based in Dallas, Texas. Maxus Energy Corporation operates as a subsidiary of YPF Holdings Inc. On June 17, 2016, Maxus Energy Corporation, along with four of its affiliates, filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-11501). In its petition, Maxus estimated assets in the range of $1 million to $10 million and liabilities of up to $500 million. The Debtors have engaged Young Conaway Stargatt & Taylor, LLP as local counsel, Morrison & Foerster LLP as general bankruptcy counsel, Zolfo Cooper, LLC as financial advisor, and Prime Clerk LLC as claims and noticing agent. MBIA INSURANCE: S&P Lowers Financial Strength Rating to 'CCC' ------------------------------------------------------------- S&P Global Ratings said that it lowered its financial strength rating on MBIA Insurance Corp. (MBIA Corp.) to 'CCC' from 'B'. The outlook is negative. "MBIA Corp.'s liquidity positon is weak, in our view, and absent favorable developments, the company is not likely to meet all of its insurance policy obligations in the next 12 months," said S&P Global Ratings credit analyst David Veno. On Jan. 20, 2017, the insured notes issued by Zohar II 2005-1 Ltd. will mature and likely result in the company paying a claim in excess of $700 million. The claim payment will be an immediate payment. Management's plan to meet MBIA Corp.'s near-term liquidity needs includes various actions, none of which on its own would be sufficient to meet the potential claim payment on Zohar II. If management is successful in meeting the Zohar II payment, the company's liquidity will likely remain weak. MBIA Corp.'s liquidity position is subject to risks from payment timing on credit-default swap contracts, second-lien residential mortgage-backed securities excess spread recoveries and timing of backlog payment demands, and asset put-back success and recovery timing. The negative outlook reflects S&P's view the company's liquidity position is weak and subject to risks that directly affect its claims-paying ability. S&P may lower its ratings if it becomes a virtual certainty the company will not be able to meet insurance policy obligations. Given MBIA Corp.'s run-off state and weak liquidity position, S&P do not expect to raise its rating in the next 12 months. MEDIASHIFT INC: Exclusive Plan Filing Period Extended to Sept. 26 ----------------------------------------------------------------- The Hon. Sandra R. Klein of the U.S. Bankruptcy Court for the Central District of California has extended, at the behest of MediaShift, Inc., and Ad-Vantage Networks, Inc., the exclusivity period for the Debtors to file a plan of reorganization for 120 days from May 27, 2016, through and including Sept. 26, 2016; and the exclusivity period for the Debtors to obtain acceptance of a plan of reorganization for 120 days from July 26, 2016, through and including Nov. 23, 2016. As reported by the Troubled Company Reporter on May 31, 2016, the Debtors the Debtors believe that good cause exists to extend the exclusivity periods because, as noted in other papers filed with the Court, the Debtors closed a sale of substantially all of their assets effective as of Feb. 12, 2016. After the close of the sale, the Debtors' assets primarily consist of retained litigation claims. Unless there is a recovery on the claims, there likely will not be sufficient funds to make distributions on allowed priority and general unsecured claims. The Official Committee of Unsecured Creditors is investigating alleged potential litigation claims against the Debtors' current and former officers and directors that may be covered by the Debtors' directors and officers insurance policy. In furtherance of its investigation of the Alleged D&O Claims, the Committee has obtained a number of orders granting motions and approving stipulations for Rule 2004 document productions and examinations. Some of those document productions and examinations have taken place, and others are scheduled to continue through July 2016. About MediaShift, Inc. MediaShift, Inc., is a digital advertising technology company. The Company, through its subsidiaries offers operators of private internet networks to monetize their audiences through distributed ad technology platforms and across multiple devices. MediaShift, Inc., and Ad-Vantage Networks, Inc., filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal. Lead Case No. 15-25024) on Sept. 30, 2015. Rick Baran, the president, signed the petitions. The Debtors estimated both assets and liabilities of $10 million to $50 million. The Debtors have engaged Levene, Neale, Bender, Yoo & Brill L.L.P, as counsel; Houlihan Lokey Capital, Inc. as financial advisor and investment banker. Judge Sandra R. Klein is assigned to the cases. The Office of the U.S. Trustee appointed four creditors to the official committee of unsecured creditors. Danning, Gill, Diamond & Kollitz, LLP, represents the committee. MERITAGE HOMES: Fitch Affirms 'BB-' IDR & Revises Outlook to Pos. ----------------------------------------------------------------- Fitch Ratings has affirmed the ratings for Meritage Homes Corporation (NYSE: MTH), including the company's Issuer Default Rating at 'BB-'. The Rating Outlook has been revised to Positive from Stable. KEY RATING DRIVERS The 'BB-' rating for MTH is influenced by the company's execution of its business model, conservative land policies, geographic diversity and healthy liquidity position. The ratings and Outlook also take into account Fitch's expectation of further moderate improvement in the housing market in 2016 and 2017 and share gains by MTH and hence volume outperformance relative to industry trends even as the market, to a degree, re-focuses on entry level/first time buyer housing (MTH's new emphasis). The Outlook revision is prompted by Fitch's expectation that MTH will approach the 3.5x leverage trigger for an upgrade by year-end 2016 and then sustain below that level in 2017 and 2018. Coverage ratios should steadily improve over the next three years as well. Another trigger, liquidity, is projected to be well above Fitch's $350 million minimum targets during the next three years. The company's new thrust into the entry level plus customer segment should benefit from a steady upsurge in demographics and customer demand. Finally, Fitch is becoming more confident that this housing up-cycle is likely to last more than another two years. MTH's sales are reasonably dispersed among its 21 metropolitan markets within nine states. During 2015, the company ranked among the top 10 builders in such markets as Houston, San Antonio and Austin, TX; Orlando, FL; Phoenix, AZ; Denver, CO; San Francisco/Oakland/Fremont and Sacramento, CA; and Nashville, TN. The company also builds in the Central Valley, Inland Empire, and Riverside/San Bernardino CA; Tucson, AZ; Tampa, FL; Greenville, SC and Raleigh-Durham and Charlotte, NC. MTH entered the Nashville, Tennessee market with its August 2013 acquisition of Phillips Builders and entered Atlanta, GA and Greenville-Spartanburg, SC with the acquisition of Legendary Communities in 2014. Fitch estimates that currently about 20% of MTH's sales are to entry level buyers; two-thirds of the total are generated from first and second time trade-up customers; and the balance divided among active adult buyers and luxury home buyers. The entry level/first time home buyer has typically represented about 40% of total industry housing sales (new and existing). During the housing recovery that segment has remained at approximately 30% of the total. Fitch expects this customer segment will be more vibrant during the remainder of the upcycle and help spur growth for MTH. The company has been buying land over the past year and a half and starting to design and offer town homes and smaller detached dwellings to serve the more affluent entry level/first time buyer. The company's high energy efficient standards will be helpful in marketing to this customer segment. IMPROVING HOUSING MARKET Housing activity ratcheted up more sharply in 2015 as compared with 2014 with the support of a generally robust economy throughout the year. Considerably lower oil prices restrained inflation and left American consumers with more money to spend. The unemployment rate moved lower (5% in 2015). Credit standards steadily, moderately eased throughout 2015. Demographics were somewhat more of a positive catalyst. Single-family starts rose 10.3% to 715,000 as multifamily volume grew 11.8% to 397,000. Total starts were just in excess of 1.1 million. New home sales increased 14.6% to 501,000. Existing home volume approximated 5.250 million, up 6.3%. New home price inflation slimmed with higher interest rates and the mix of sales shifting slightly more to first time homebuyer product. Average new home prices increased 3.7%, while median prices rose 4.7%. Sparked by a similarly growing economy the housing recovery is expected to continue in 2016. Although interest rates are likely to be higher, a robust economy, healthy job creation, demographics, pent-up demand, steep rent increases, and further moderation in lending standards should stimulate housing activity. More of those younger adults who have been living at home should find jobs and these 25- to 35-year-olds should provide some incremental elevation to the rental and starter home markets. First time buyers should be able to take advantage of less expensive mortgage insurance and lenders offering low downpayment programs. Housing starts should approximate 1.21 million with single-family volume of 0.797 million and multifamily starts of 0.413 million. New home sales should reach 574,000, up 14.6%. Existing home volume growth should be low-single digit (+3%). Average and median home prices should rise 3%-3.5%, higher than earlier forecasts because of still tight inventories. 2017 could prove to be almost a mirror image of 2016. Real economic growth should be similar to this year, although overall inflation should be more pronounced. Interest rates will rise further but demographics and employment growth should be at least as positive in 2017. First time buyers will continue to gradually represent a higher portion of housing purchases as qualification standards loosen further. Land and labor costs will inflate more rapidly than materials costs. Housing starts should total 1.311 million. Single-family volume should expand 10% to 877,000, while multi-family starts grow 5% to 434,000. New home sales should reach 640,000, up 11.5%. Existing home sales should gain 4% to 5.625 million. Average and median home prices should expand 2.0-2.5% in 2017. SOME EROSION IN HOME AFFORDABILITY The most recent Freddie Mac 30 year average mortgage rate (June 9, 2016) was 3.6%, down 6 bps sequentially from the previous week and 19 bps higher than the average rate during the month of January 2013 (3.41%), a low point for mortgage rates. Current rates are still below historical averages and help moderate the effect of much higher home prices during the past few years. Income growth has been (and may continue to be) relatively modest. Nevertheless, there has been some lessening of affordability as the upcycle in housing has matured. The Realtor Association's composite affordability index peaked at 207.3 in the first quarter of 2012, averaged 176.9 in 2013, 165.8 in 2014, 163.9 in 2015, and was 162.4 in April 2016. Erosion in affordability is likely to continue as interest rates likely head higher in 2016 (as the economy strengthens). Fitch projects that mortgage rates will average up to 20 bps higher in 2016. Home price inflation should moderate a bit this year reflecting the higher interest rates and the mix of sales shifting more to first time homebuyer product. However, average and median home prices should still rise within a range of 3%-3.5% this year, higher than earlier forecasts because of still tight inventories, but still pressuring affordability. TEXAS AND OIL The much lower oil prices and oil industry lay-offs are of concern. Texas, MTH's largest state market, represented 37.9% of home closings and 31.9% of home sales revenues in calendar 2014. The share of closings and home sales revenues in 2015 were 31% and 27.9%, respectively. Texas home closings fell 8.9% yoy in 2015, and much of that occurred in Houston. However, Texas home closings rose 5.7% in 1Q16, and state home sales revenues improved 4.8%. As of March 31, 2016, Texas unit backlog was up 9.5%, and the value of backlog was 18.9% ahead of a year ago. At present MTH's strongest markets in Texas are Dallas and San Antonio, followed by Austin and Houston. The Houston market is most vulnerable to oil and gas, but employment in that sector is concentrated in certain submarkets. Other industries, notably health, continue to generate jobs in Houston. The Houston and Texas economies are considerably more diversified than during past energy downturns. Only 3%-6% of MTH's Texas home buyers were employed in oil and gas. LAND STRATEGY MTH employs conservative land and construction strategies. The company typically options or purchases land only after necessary entitlements have been obtained so that development or construction may begin as market conditions dictate. Under normal circumstances MTH has used lot options, and that is expected to be the future strategy in markets where it is able to do so. Use of non-specific performance rolling options gives the company the ability to renegotiate price/terms or void the option, which limits downside risk in market downturns and provides the opportunity to hold land with minimal investment. However, as of March 31, 2016, only 31.8% of MTH's lots were controlled through options. This is a lower than typical percentage as there are currently fewer opportunities to option lots and, in certain cases, the returns for purchasing lots outright are far better than optioning lots from third parties. Total lots controlled, including those optioned, were 28,429 at March 31, 2016. This represents a 4.3-year supply of total lots controlled based on trailing 12-months deliveries. On the same basis, MTH's owned lots represent a supply of 2.9 years. MTH began to increase its overall land position during the middle of 2010 following four years of declining lot supply. The company spent roughly $236 million on land purchases during 2010, compared with $182 million during 2009. In 2011, MTH invested $193 million in land and $54 million in development. The company spent $480 million on land and development in 2012. In 2013 MTH expended $594 million on real estate including $228 million on development activities. In 2014, the company committed $705 million to land and development. During 2015, MTH spent $490 million on land and $220 million on development activities. This year the company may invest approximately $900 million in real estate activities, excluding about $200 million in potential land banking. Debt/Leverage/Cash Flow/Liquidity MTH successfully managed its balance sheet during the severe housing downturn, allowing the company to accumulate cash and pay down its debt as it pared down inventory. The company had unrestricted cash and equivalents of $172.2 million at March 31, 2016. The company's debt totaled $1,119.4 million at the end of the first quarter 2016. MTH's debt maturities are well-laddered, with the next debt maturity in March 2018, when its 4.50% $175 million senior notes become due. MTH has been willing to occasionally issue equity. It issued about $90 million of common equity during the 3Q 2012. More recently, in January 2014 the company issued approximately 2.53 million shares of common stock for net proceeds of approximately $110 million to use for working capital, potential expansion into new markets and/or expansion of existing markets, including the possible acquisition of other homebuilders or assets, and general corporate purposes. In July 2012, MTH entered into an unsecured revolving $125 million credit facility. The company has occasionally increased the credit facility and extended its maturity date. Most recently, in the first quarter of 2015, MTH increased the capacity to $500 million. In July 2015, the maturity date of the credit facility was extended to July 9, 2019, and the accordion feature was amended to permit the size of the facility to be increased by $100 million up to a maximum of $600 million. Leverage improved during 2013 and 2014 but lost ground in 2015. The ratio edged down to 4.0x at the end of the first quarter of 2016 from 4.1x at 4Q end 2015. Leverage was 7.9x in 2012, 3.9x in 2013 and 3.5x in 2014. Interest coverage, which was 1.7x at Dec. 31, 2011, improved in 2012 to 4.3x and to 4.7x in 2013 and then decreased in 2014 (4.5x) and 2015 (4.1x) - reaching 4.0x at March 31, 2016. Fitch expects leverage of 3.6x and coverage of 4.7x at the end of 2016. These metrics should show consistent improvement in 2017 and 2018 as well. Like most other builders in the agency's coverage, Fitch expects MTH will be cash flow negative in 2016. The company was CFFO negative $81.8 million in the March 2016 quarter and on an LTM basis was CFFO negative by $48 million. In 2015, 2014, 2013, 2012 and 2011, the company was negative CFFO by $3.3 million, $211.2 million, $86.3 million, $220.5 million and $74.1 million, respectively. Fitch currently expects MTH will be CFFO negative about $75 million in 2016. The company is expected to increase its land and development spending in 2016 influencing cash flow. But as the cycle matures, real estate spending is likely to level out or decline in 2017/2018 as profits continue to rise and consequently cash flow likely will turn positive. Fitch is comfortable with this real estate strategy given the company's liquidity position and debt maturity schedule. Fitch expects MTH over the next few years will maintain liquidity (consisting of cash and investments and the revolving credit facility) of at least $350 million, a level that Fitch believes is appropriate given the challenges/risks still facing the industry. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Industry single-family housing starts improve 11.5%, while new and existing home sales grow 14.6% and 3%, respectively, in 2016; -- MTH's revenues increase high teens and homebuilding EBITDA margins decrease about 30 bps this year, largely due to increased land and labor costs; -- The company's debt/EBITDA approximates 3.6x and interest coverage is about 4.7x by year-end 2016; -- MTH spends approximately $900 million on land acquisitions and development activities this year and will also contract with land bankers $200 million or more for access to additional developed land; -- The company maintains a healthy liquidity position (roughly $625 million with a combination of unrestricted cash and revolver availability). RATING SENSITIVITIES Future ratings and Outlooks will be influenced by broad housing-market trends as well as company specific activity, such as trends in land and development spending, general inventory levels, speculative inventory activity (including the impact of high cancellation rates on such activity), gross and net new order activity, debt levels and especially free cash flow trends and uses, and the company's cash position. Positive rating actions may be considered if the recovery in housing is better than Fitch's current outlook and shows durability; MTH shows sustained improvement in credit metrics (such as homebuilding debt to EBITDA consistently below 3.5x). The company would be expected to maintain a healthy total liquidity position consisting of cash, short term investments and credit facility availability (at or above $350 million) through the cycle. A negative rating action could be triggered if the industry recovery dissipates; 2015 and 2016 revenues drop significantly, while pretax profitability approaches 2012/2011 levels; and MTH's liquidity position falls sharply, perhaps below $250 million as the company maintains an overly aggressive land and development spending program. FULL LIST OF RATINGS Fitch has affirmed these ratings: Meritage Homes Corporation -- Long-term IDR at 'BB-'; -- Senior unsecured debt at 'BB-/RR4'. The Rating Outlook is revised to Positive from Stable. The Recovery Rating of '4' for Meritage Homes' unsecured debt supports a rating of 'BB-', and reflects average recovery prospects in a distressed scenario. MERRIMACK PHARMACEUTICALS: Stockholders Elect Nine Directors ------------------------------------------------------------ At the 2016 Annual Meeting of Stockholders of Merrimack Pharmaceuticals, Inc., held on June 14, 2016, the Company's stockholders: 1. elected Robert J. Mulroy, Gary L. Crocker, John M. Dineen, Vivian S. Lee, M.D., Ph.D., John Mendelsohn, M.D., Ulrik B. Nielsen, Ph.D., Michael E. Porter, Ph.D., James H. Quigley and Russell T. Ray as directors, each for a one year term ending at the Company's 2017 annual meeting of stockholders; 2. approved, on a non-binding advisory basis, the compensation of the Company's named executive officers; and 3. ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2016. About Merrimack Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a biopharmaceutical company discovering, developing and preparing to commercialize innovative medicines consisting of novel therapeutics paired with companion diagnostics. The Company's initial focus is in the field of oncology. The Company has five programs in clinical development. In it most advanced program, the Company is conducting a pivotal Phase 3 clinical trial. Merrimack reported a net loss of $148 million on $89.3 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $83.6 million on $103 million of total revenues for the year ended Dec. 31, 2014. As of March 31, 2016, Merrimack had $193 million in total assets, $410 million in total liabilities, $54,000 in non-controlling interest, and a total stockholders' deficit of $217 million. MGM RESORTS: Hosted Analyst and Investor Day -------------------------------------------- MGM Resorts International hosted its Analyst and Investor Day on June 16, 2016. The presentation and webcast is available on the Company's Web site at http://www.mgmresorts.investorroom.com/under the Events section. The presentation includes observations made by management regarding the Company's financial performance, outlook (including Adjusted EBITDA and other guidance) and recent developments, including an increase in the targeted annual Adjusted EBITDA benefit from the Profit Growth Plan from $300 million to $400 million to be fully realized by the end of 2017. 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. MIG LLC: Bayard Represents Shenton Park & Liquidator of Caucuscom ----------------------------------------------------------------- Bayard, P.A., submitted with the U.S. Bankruptcy Court for the District of Delaware a verified statement in accordance with Rule 2019 of the Federal Rules of Bankruptcy Procedures, stating that Bayrad appears in the jointly administered case of MIG, LLC, and ITC Cellular, LLC, on behalf of these parties-in-interest: a. Shenton Park Company, Inc. Morgan & Morgan Trust Corporation Limited P.O. Box 958, Morgan & Morgan Building, Pasea Estate Road Twon, Tortoal British Virgin Islands b. Liquidator of Caucuscom Ventures LP Matthew Richardson FTI Consulting, 5th Floor, Ritter House, Wickhams Cay II Road Town, Tortola British Virgin Islands Shenton Park is the majority limited partner of Caucuscom Ventures having invested $110 million via Caucuscom Ventures into debtor MIG, LLC. Matthew Richardson of FTI Consulting, is the liquidator of Caucuscom Ventures appointed by the Eastern Caribbean Supreme Court in the High Court of Justice (Commercial Division) Territory of the Virgin Islands. Mr. Richardson is responsible for carrying out the duties of liquidator in the winding up and dissolution of Caucuscom Ventures. Upon information and belief, Bayard does not hold any claims against or equity interests in any of the Debtors. Bayard can be reached at: BAYARD, P.A. GianClaudio Finjzio, Esq. 222 Delaware Avenue, Suite 900 Wilmington, Delaware 19801 Tel: (302) 655-5000 Fax: (302) 658-6395 E-mail: gfinizio@bayardlaw.com About MIG LLC Formerly operating under the name "Metromedia International Group, Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and operated and sold dozens of companies in diverse industries, including entertainment, photo finishing, garden equipment and sporting goods, until the late 1990s. In 1997 and 1998, MIG consummated the sale of substantially all of its U.S.-based entertainment assets and began focusing on expanding into emerging communications and media businesses. By 2005, all of MIG's operating businesses were located in the Republic of Georgia and operated through its subsidiaries. MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11 bankruptcy protection on June 30, 2014. The cases are currently jointly administered under Bankr. D. Del. Lead Case No. 14-11605. As of the bankruptcy filing, MIG's sole valuable asset, beyond its existing cash, is its indirect interest in Magticom Ltd. The cases are assigned to Judge Kevin Gross. MIG LLC disclosed $15.9 million in assets and $254 million in liabilities. Headquartered in Tbilisi, Georgia, Magticom is the leading mobile telephony operator in Georgia and is also the largest telephone operator in Georgia. Magticom serves 2.4 million subscribers with a network that covers 97% of the populated regions in Georgia. Magticom is owned by International Telcell Cellular, LLC, which is 46% owned by MIG unit ITC Cellular, 51% owned by Dr. George Jokhtaberidze, and 3% owned by Gemstone Management Ltd. Formerly known as MIG, Inc., MIG was a debtor in a previous case (Bankr. D. Del. Case NO. 09-12118). It obtained approval of its reorganization plan in November 2010. The Debtors have tapped Greenberg Traurig LLP as counsel, Fox Rothschild Inc. as financial advisor; Cousins Chipman and Brown, LLP as conflicts counsel; and Prime Clerk LLC as claims and notice agent and administrative advisor. The Debtors have retained Natalia Alexeeva as chief restructuring officer. A three-member panel has been appointed in these cases to serve as the official committee of unsecured creditors, consisting of Walter M. Grant, Paul N. Kiel, and Lawrence P. Klamon. MOBIVITY HOLDINGS: Talkot Fund Reports 7.7% Stake as of June 14 --------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Talkot Fund, L.P. reported that as of June 14, 2016, it beneficially owns 2,522,258 shares of common stock of Mobivity Holdings representing 7.73 percent of the shares outstanding. Thomas B. Akin directly beneficially owns 1,856,833 shares of Common Stock. Mr. Akin is the managing member of the general partner, Talkot Capital, LLC. A copy of the regulatory filing is available for free at https://is.gd/VxwbzA About Mobivity Holdings Mobivity Holdings Corp. was incorporated as Ares Ventures Corporation in Nevada in 2008. On Nov. 2, 2010, the Company acquired CommerceTel, Inc., which was wholly-owned by CommerceTel Canada Corporation, in a reverse merger. Pursuant to the Merger, all of the issued and outstanding shares of CommerceTel, Inc., common stock were converted, at an exchange ratio of 0.7268-for-1, into an aggregate of 10,000,000 shares of the Company's common stock, and CommerceTel, Inc., became a wholly owned subsidiary of the Company. In connection with the Merger, the Company changed its corporate name to CommerceTel Corporation on Oct. 5, 2010. In connection with the Company's acquisition of assets from Mobivity, LLC, the Company changed its corporate name to Mobivity Holdings Corp. and its operating company to Mobivity, Inc, on Aug. 23, 2012. Mobivity reported a net loss of $6.13 million on $4.61 million of revenues for the year ended Dec. 31, 2015, compared to a net loss of $10.44 million on $4 million of revenues for the year ended Dec. 31, 2014. As of March 31, 2016, Mobivity had $8.57 million in total assets, $2.03 million in total liabilities and $6.54 million in total stockholders' equity. MONAKER GROUP: Errors Found in 2015 Financial Statements -------------------------------------------------------- Monaker Group, Inc.'s management, in consultation with the Company's Board of Directors and the Company's independent auditing firm, LBB & Associates Ltd., LLP, concluded that the Company's consolidated financial statements for (a) the year ended Feb. 28, 2015, and (b) the quarters ended May 31, 2015, Aug. 31, 2015, and Nov. 30, 2015, should no longer be relied upon because of errors in those financial statements. Specifically, such Financial Statements failed to accurately set forth the consequences of the deconsolidation from RealBiz Media Group, Inc., valuation of the investment in RealBiz and to properly reflect amounts due to/from affiliates. The Company plans to amend its Quarterly Reports on Form 10-Q for the periods ended May 31, 2015, August 31, 2015 and November 30, 2015, to accurately reflect the related party amounts and other items and to restate its financial statements for the year ended Feb. 28, 2015, in its Form 10-K for the year ended Feb. 29, 2016. About Monaker Group Monaker Group, Inc., formerly known as Next 1 Interactive, Inc., is a digital media marketing company focusing on lifestyle enrichment for consumers in the travel, home and employment sectors. Core to its marketing services are key elements including proprietary video-centered technology and established partnerships that enhance its reach. Video is quickly becoming consumer's preferred method of searching and educating themselves prior to purchases. Monaker's video creation technology and film libraries combine to create lifestyle video offerings that can be shared both to its customers and through trusted distribution systems of its major partners. The end result is better engagement with consumers who gain in-depth information on related products and services helping to both inform and fulfill purchases. Unlike traditional marketing companies that simply charge for advertising creation, Monaker holds licenses and/or expertise in the travel, real estate and employment sectors allowing it to capture fees at the point of purchase while the majority of transactions are handled by Monaker's partners. This should allow the company to capture greater revenues while eliminating much of the typical overhead associated with fulfillment. Monaker core holdings include Maupintour, NameYourFee.com, RealBiz Media Group - helping it to deliver marketing solutions to consumers at home, work and play. Next 1 Interactive reported a net loss of $50,500 on $1.1 million of total revenue for the year ended Feb. 28, 2015, compared with a net loss of $18.3 million on $1.5 million of total revenues for the year ended Feb. 28, 2014. As of Nov. 30, 2015, the Company had $6.94 million in total assets, $9.88 million in total liabilities and a total stockholders' deficit of $2.94 million. D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2015, citing that the Company has incurred an operating loss of $5.44 million and net cash used in operations of $2.62 million for the year ended Feb. 28, 2015, and the Company had an accumulated deficit of $86.1 million and a working capital deficit of $12.8 million at Feb. 28, 2015. These conditions raise substantial doubt about the Company's ability to continue as a going concern. MTS SYSTEMS: S&P Assigns 'BB-' CCR, Outlook Stable -------------------------------------------------- S&P Global Ratings said that it has assigned its 'BB-' corporate credit rating to MTS Systems Corp. The outlook is stable. At the same time, S&P assigned its 'BB-' issue-level ratings and '3' recovery ratings to the company's proposed $100 million senior secured first-lien revolving credit facility and $460 million senior secured first-lien term loan B. The '3' recovery ratings indicate S&P's expectation of meaningful recovery (50%-70%; upper half of the range) in the event of a default. "MTS Systems Corp. is a global provider of testing products and services and industrial position sensors," said S&P Global credit analyst Daniel Lee. "The company's two business lines, test and sensors, account for approximately 82% and 18% of its total revenue, respectively." The test segment provides a variety of testing solutions and services to customers across various end markets, including the automotive, industrial, and aerospace and defense sectors. MTS' products and services enable its end-customers to test the efficacy, durability, and overall performance of their products while also shortening production lead times. The sensor segment designs and manufactures sensor products used in automation, precision, and safety applications. Customer end-markets include general industrials, hydraulics, power, and medical devices. The stable outlook on MTS reflects S&P's expectation that the company's top-line growth will track real GDP growth in the U.S., Europe, and Asia-Pacific regions and its adjusted EBITDA margins will be in the mid-to-high teens percent area. S&P also expects the company to realize modest acquisition synergies of approximately $5 million beginning in fiscal year 2017, driven by cross-selling and cost-rationalization opportunities. In conjunction with these expectations, S&P projects adjusted debt-to-EBITDA of between 3x and 4x over the next 12-18 months, which is commensurate with the company's significant financial risk profile. S&P could consider downgrading MTS if the company's credit metrics deteriorate such that its adjusted debt-to-EBITDA metric exceeded 4x and any near-term improvement appeared unlikely. This could occur if unfavorable macroeconomic factors cause the company's sales to decline for a prolonged period and compress its operating margins. S&P could also consider a downgrade if the company experiences integration issues related to the PCB acquisition, resulting in delayed or lower-than-expected operational synergies. S&P could consider upgrading MTS if the company's credit metrics improved such that its adjusted debt-to-EBITDA metric remained below 3x on a sustained basis. This could occur if the company is able to improve its overall sales volumes and operating margins or if the PCB acquisition synergies exceed S&P's initial expectations. N. KASAPMU: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of N. Kasapmu, Inc. N. Kasapmu, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-01837) on May 16, 2016. The Debtor is represented by Jason A. Burgess, Esq., at The Law Offices of Jason A. Burgess, LLC. NEIMAN MARCUS: Bank Debt Trades at 10% Off ------------------------------------------ Participations in a syndicated loan under which Neiman Marcus Group Inc. is a borrower traded in the secondary market at 90.44 cents-on-the-dollar during the week ended Friday, June 10, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents a decrease of 1.09 percentage points from the previous week. Neiman Marcus pays 300 basis points above LIBOR to borrow under the $2.9 billion facility. The bank loan matures on Oct. 16, 2020 and carries Moody's B2 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 10. NELSON SERVICE: Amends Application for Beasley Allen Employment --------------------------------------------------------------- Nelson Service Group, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Alabama a second amended application for approval of employment of Grant Cofer, Esq., and the law firm Beasley, Allen, Crow, Methvin, Portis & Miles, P.C., as co-special counsel, nunc pro tunc to Dec. 23, 2015, in accordance with Section 327(e) of the U.S. Bankruptcy Code. As reported by the Troubled Company Reporter on May 25, 2016, the Debtor filed its first amended application seeking approval of its bid to employ Mr. Cofer and Beasley Allen as special counsel. The professional services which Mr. Cofer is to render representation of the Debtor is in response to a claim against BP. Pre-petition, the Debtor suffered damages as a consequence of the BP Oil/Deepwater Horizon Oil Spill. The Debtor has agreed to pay Mr. Cofer and Beasley Allen a contingency fee equal to 15% of the net recovery plus costs. In this case, it is in the best interest of the estate to employ Mr. Cofer and Beasley Allen for the reasons that he has full knowledge of the facts, discovery and legal theories in the lawsuit and as he has considerable experience in suits of this type. Moreover, the Estate has no existing funds with which to pay another attorney to pursue their claims and even presuming the availability of the funds it makes no sense for the Debtor to lose the intellectual capital it has with Mr. Cofer and his firm. The Debtor assures the Court that Mr. Cofer does not have any interest that is adverse to the interest of the Debtor or the bankruptcy estate. Beasley Allen can be reached at: Grant Cofer, Esq. Beasley, Allen, Crow, Methvin, Portis & Miles, P.C. P.O. Box 4160 Montgomery, AL 36103-4160 Tel: (334) 495-1622 Fax: (334) 954-7555 E-mail: grant.cofer@beasleyallen.com About Nelson Service Nelson Service Group, Inc., sought protection under Chapter 11 of the Bankruptcy Code in the Northern District of Alabama (Decatur) (Case No. 15-83453) on December 23, 2015. The petition was signed by Alex Nelson, president and CEO. The Debtor is represented by Kevin D. Heard, Esq., at Heard, Ary & Duaro LLC. The case is assigned to Judge Clifton R. Jessup Jr. The Debtor disclosed total assets of $1.49 million and total debts of $750,415. NELSON SERVICE: Amends Application for Roger Bedford Employment --------------------------------------------------------------- Nelson Service Group, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Alabama a second amended application for approval of employment of Roger Bedford and and the law firm Roger Bedford & Assoc., P.C., as special counsel nunc pro tunc to Dec. 23, 2015, in accordance with Section 327(e) of the U.S. Bankruptcy Code. As reported by the Troubled Company Reporter on May 25, 2016, the Debtor sought the Court's permission to employ Mr. Bedford and the Firm as special counsel nunc pro tunc in accordance with Section 327(e) of the U.S. Bankruptcy Code. The Debtor is represented by Mr. Bedford and the Firm, along with the firm of Beasley, Allen, Crow, Methvin, Portis & Miles, P.C., in the a lawsuit. Pre-petition the Debtor was involved in litigation with regard to the Deep Water Horizon BP Oil Spill. The lawsuit is with regard to the 2009 BP Oil Spill in the Gulf of Mexico. Mr. Bedford and the Firm assisted the Debtor in reviewing and determining the Debtor's eligibility for filing the claim. In performing this analysis, Mr. Bedford met with representatives of the Debtor and its accountants. He also worked with the firm of Beasley Allen in the preparation of the claims which were submitted to BP on the Debtor's behalf. The professional services which Mr. Bedford has rendered in representing the Debtor in a claim against BP were beneficial to the Estate since they resulted in the Debtor being able to settle the claim subject to the approval of the Court. The Debtor will pay Mr. Bedford and his Firm on a contingency fee basis equal to 10% of the net recovery. The Debtor assures the Court that it is in the best interest of the estate to employ Mr. Bedford and his Firm for the reasons that he has full knowledge of the facts and legal theories involved in this claim and has worked with the Debtor to pursue its recovery. Moreover, the Estate has no existing funds with which to pay another attorney to pursue their claims and even presuming the availability of such funds it makes no sense for the Debtor to lose the intellectual capital it has with Mr. Bedford and his Firm. The Debtor assures the Court that Mr. Bedford does not have any interest that is adverse to the interest of the Debtor or the bankruptcy estate. Mr. Bedford can be reached at: Roger H. Bedford, Jr., Esq. Roger Bedford & Associates, P.C. P.O. Box 370 Russellville, AL 35653-0370 About Nelson Service Nelson Service Group, Inc., sought protection under Chapter 11 of the Bankruptcy Code in the Northern District of Alabama (Decatur) (Case No. 15-83453) on December 23, 2015. The petition was signed by Alex Nelson, president and CEO. The Debtor is represented by Kevin D. Heard, Esq., at Heard, Ary & Duaro LLC. The case is assigned to Judge Clifton R. Jessup Jr. The Debtor disclosed total assets of $1.49 million and total debts of $750,415. NET ELEMENT: Stockholders Elect Six Directors --------------------------------------------- Net Element, Inc., held its annual meeting on June 13, 2016, at which the stockholders: (1) elected Oleg Firer, Kenges Rakishev, William Healy, James Caan, Drew Freeman and Howard Ash as directors four of whom shall be independent directors as defined by applicable rules, to serve for a one-year term expiring in 2017; (2) approved an amendment to the Company's Amended and Restated Certificate of Incorporation to increase authorized common stock, par value $0.0001 per share to 400 million shares; (3) approved an amendment to the Company's 2013 Equity Incentive Plan, as amended, to (a) increase the number of shares of the Company's common stock available for issuance thereunder to 22,610,000 shares (to be adjusted for the reverse stock split of May 25, 2016) of the Company's common stock, which represents approximately 20% of the Company's issued and outstanding common stock; (b) increase the limitation on individual grants of (i) Options or Stock Appreciation Rights (each as defined in the Plan) during any 12-month period that are intended to comply with the performance-based exception under Section 162(m) of the Internal Revenue Code of 1986 (as amended) with respect to more than 5,000,000 shares (to be adjusted for the reverse stock split of May 25, 2016) of Company common stock or (ii) Restricted Shares, Performance Units and/or Performance Shares (each as defined in the Plan) in any 12-month period that are intended to comply with the performance-based exception under Section 162(m) of the Code and are denominated in shares of the Company common stock with respect to more than 5,000,000 shares (to be adjusted for the reverse stock split of May 25, 2016) of Company common stock; and (c) add a new Section 2.3 to the Plan to establish the maximum dollar value of awards granted under the Plan to any one non-employee director during any 12- month period to not exceed $200,000; (4) approved the issuance by the Company of restricted shares (to be adjusted for the reverse stock split of May 25, 2016) of Common Stock and options (to be adjusted for the reverse stock split of May 25, 2016) to purchase restricted shares of Common Stock (including restricted shares of Common Stock issuable upon the exercise of such options) issuable pursuant to the terms of that certain Second Additional Letter Agreement, dated January 21, 2016, as amended, by and between the Company and Kenges Rakishev, an accredited investor and a director of the Company, as required by and in accordance with NASDAQ Listing Rule 5635. (5) approved the issuance by the Company of 5,791,717 restricted shares (to be adjusted for the reverse stock split of May 25, 2016) of Common Stock to the Company's Chief Executive Officer, Oleg Firer, in lieu of and in satisfaction of accrued and unpaid compensation due to him in the amount of $1,042,509, as required by and in accordance with NASDAQ Listing Rule 5635; (6) approved the issuance by the Company of 3,750,000 restricted shares (to be adjusted for the reverse stock split of May 25, 2016) of Common Stock to the Company's Chief Executive Officer, Oleg Firer as a performance bonus, as required by and in accordance with NASDAQ Listing Rule 5635; (7) approved the issuance by the Company of 1,000,000 restricted shares (to be adjusted for the reverse stock split of May 25, 2016) of Common Stock to the Company's Chief Legal Officer, Steven Wolberg as a performance bonus, as required by and in accordance with NASDAQ Listing Rule 5635; and (8) approved, on an advisory basis, the compensation of the Company's named executive officers. On June 16, 2016, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, which increased authorized common stock of Net Element, Inc. to 400 million shares (after the requisite approval by the Company's stockholders at the Annual Meeting). About Net Element Miami, Fla.-based Net Element International, Inc., formerly Net Element, Inc., currently operates several online media Web sites in the film, auto racing and emerging music talent markets. Net Element reported a net loss of $13.3 million on $40.2 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $10.21 million on $21.4 million of total revenues for the year ended Dec. 31, 2014. As of March 31, 2016, Net Element had $21.61 million in total assets, $14.05 million in total liabilities and $7.55 million in total stockholders' equity. Daszkal Bolton LLP, in Fort Lauderdale, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has sustained recurring losses from operations and has working capital and accumulated deficits that raise substantial doubt about its ability to continue as a going concern. NORTEL NETWORKS: Milbank, Pachulski Represent Bondholders Group --------------------------------------------------------------- Milbank, Tweed, Hadley & McCloy LLP and Pachulski Stang Ziehl & Jones LLP submitted with the U.S. Bankruptcy Court for the District of Delaware its fifth supplemental verified statement pursuant to Rule 2019(a) of the Federal Rules of Bankruptcy Procedure in connection with Milbank Tweed and Pachulski Stang's representation of the ad hoc group of bondholders that hold certain bonds issued or guaranteed by: (a) Nortel Networks Corporation and Nortel Networks Limited and (b) Nortel Networks Inc. and Nortel Networks Capital Corporation. In January of 2009, the original members of the Bondholder Group formed the group and contacted Counsel to represent it in connection with their claims as holders of the Bonds. Over the course of these cases, the composition of the Bondholder Group has changed from time to time. On Aug. 17, 2012, Milbank Tweed and Pachulski Stang filed the Verified Statement pursuant to Bankruptcy Rule 2019, which listed "the nature and amount of all disclosable economic interests" held or managed by each member of the Bondholder Group. On June 26, 2013, Milbank Tweed and Pachulski Stang filed the Supplemental Verified Statement pursuant to Bankruptcy Rule 2019. On March 11, 2014, Milbank Tweed and Pachulski Stang filed the Second Supplemental Verified Statement pursuant to Bankruptcy Rule 2019. On June 19, 2015, Milbank Tweed and Pachulski Stang filed the Third Supplemental Verified Statement pursuant to Bankruptcy Rule 2019. On Jan. 13, 2016, Milbank Tweed and Pachulski Stang filed the Fourth Supplemental Verified Statement pursuant to Bankruptcy Rule 2019. Milbank Tweed and Pachulski Stang is filing this Fifth Supplemental Verified Statement to update the information contained in the Fourth Supplemental Verified Statement. As of the date of this Fifth Supplemental Verified Statement, Milbank Tweed and Pachulski Stang represents only the Bondholder Group and does not represent or purport to represent any entities other than the Bondholder Group in connection with the Debtors' Chapter 11 cases. In addition, the Bondholder Group does not represent or purport to represent any other entities in connection with the Debtors' Chapter 11 cases. The present members of the Bondholder Group hold claims or act as investment managers or advisors to funds and accounts that hold claims against the Debtors' estates arising from the purchase of the Bonds. Although the Bondholder Group has retained Milbank Tweed and Pachulski Stang to represent its interests collectively as a group, each of the members of the Bondholder Group makes its own decisions as to how it wishes to proceed and does not speak for, or on behalf of, any other creditor, including the other members of the Bondholder Group in their individual capacities. In accordance with Bankruptcy Rule 2019 and based upon information provided to Counsel by each member of the Bondholder Group, a copy of the list of the names, addresses and the nature and amount of all disclosable economic interests held by each present member of the Bondholder Group in relation to the Debtors as of June 13, 2016, is available for free at: http://bankrupt.com/misc/NORTELNETWORKS_16919_rule2019exh.pdf Pachulski Stang can be reached at: PACHULSKI STANG ZIEHL & JONES LLP Laura Davis Jones, Esq. Peter J. Keane, Esq. 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 Tel: (302) 652-4100 Fax: (302) 652-4400 E-mail: ljones@pszjlaw.com pkeane@pszjlaw.com Milbank Tweed can be reached at: MILBANK, TWEED, HADLEY & McCLOY LLP Dennis F. Dunne, Esq. Albert A. Pisa, Esq. Andrew M. Leblanc, Esq. 28 Liberty Street New York, New York 10005-1413 Tel: (212) 530-5000 Fax: (212) 530-5219 E-mail: ddunne@milbank.com apisa@milbank.com aleblanc@milbank.com - and - Thomas R. Kreller 601 S. Figueroa Street, 30th Floor Los Angeles, California 90017 Tel: (213) 892-4463 Fax: (213) 629-5063 E-mail: tkreller@milbank.com 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. OMINTO INC: Appoints Interim Chief Financial Officer ---------------------------------------------------- The board of directors of Ominto, Inc., appointed Raoul Quijada to serve as an interim chief financial officer of the Company effective June 13, 2016. Mr. Quijada, age 54, is an employee of Resources Global Professionals, where he has served as a consultant since the beginning of 2016, and will join the Company on a contractual basis for up to twelve months from the effective date of his appointment. Mr. Quijada comes to Ominto Inc. with over 20-years experience bringing with him a significant record of leadership in several Fortune 500 Companies. Mr. Quijada started his career at Price Waterhouse Coopers LLP. Most recently, Mr. Quijada was employed by Afligo Marketing Services, Inc. where he served as the company's Senior VP of Finance and Operations and was responsible for leading the functions of financial management and strategic planning as well as operations. Prior to that, he was the Senior Director of Finance at Newell Rubbermaid from 2005 through 2007, the Director of Strategic Planning & Analysis from 2003 to 2005, and the Director of Finance -LAC Division from 1998 to 2003. As a Certified Six Sigma and proficient in the Six Sigma/Lean Principles, Mr. Quijada has used his expertise in Operational Excellence to lead several initiatives to increase efficiencies through the implementation of different mechanisms designed to improve core processes and measure operational effectiveness. Mr. Quijada attended New York University and Concordia University with a double major in Business Administration & Finance and holds a Master of Business Administration from the University of St. Thomas - Graduate School of Business in Minneapolis MN, and a Certificate of Professional Achievement in Leadership & Management from the Kellogg School of Management - Evanston, IL. The Company may elect to hire Mr. Quijada as an employee after the payment of a hiring fee. The Company will pay Resources Global Professionals $135 per hour with a target of 40 hours per week in exchange for Mr. Quijada's services. Mr. Quijada does not have any family relationship with any director, executive officer, or person nominated or chosen to become a director or executive officer of the Company. About Ominto Ominto, Inc. was incorporated under the laws of the State of Nevada on June 4, 1999, as Clamshell Enterprises, Inc., which name was changed to MediaNet Group Technologies, Inc. in May 2003, then to DubLi, Inc. on Sept. 25, 2012, and finally to Ominto, Inc. as of July 1, 2015. The DubLi Network was merged into the Company, as its primary business in October 2009. Ominto reported a net loss of $11.7 million for the year ended Sept. 30, 2015, compared to a net loss of $1.34 million for the year ended Sept. 30, 2014. As of March 31, 2016, the Company had $9 million in total assets, $16.8 million in total liabilities and a total stockholders' deficit of $7.83 million. Mayer Hoffman McCann P.C., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2015, noting that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. ON ASSIGNMENT: S&P Revises Outlook to Stable & Affirms 'BB' CCR --------------------------------------------------------------- S&P Global Ratings said that it revised its rating outlook on On Assignment Inc. to stable from negative and affirmed its ratings on the company, including the 'BB' corporate credit rating. "The outlook revision reflects our expectation that the company's adjusted debt leverage will decrease to the mid- to high-2x area over the next 12 months from 3x as of March 31, 2016, due to EBITDA growth and debt repayment," said S&P Global Ratings credit analyst Heidi Zhang. "The company has made solid progress in reducing its debt leverage: It repaid about $134 million of debt since its debt-financed acquisition of Creative Circle in June 2015, which increased its adjusted debt leverage to the high-3x area at the time of the acquisition." On Assignment's EBITDA growth over the last year was driven by the Creative Circle acquisition and its low-teens-percentage organic revenue growth, which outperformed its industry and our expectations. The company's revenue growth reflects improved sales productivity and headcount, which help the company capture new business from continued strong end-market demand and favorable secular trends for temporary staffing. We expect minimal share repurchases in 2016, given the company's publically stated intentions to reduce adjusted debt leverage to 2.5x by year-end 2016 before considering alternative uses of free cash flow. The stable rating outlook on On Assignment reflects S&P's expectation that the company will reduce its adjusted debt leverage to the mid- to high-2x range over the next 12 months through EBITDA growth and debt repayment, while maintaining adequate liquidity. S&P could lower the rating if On Assignment's adjusted debt leverage remains above 3x due to more debt-financed acquisitions or share repurchases, or if revenue growth declines to a low-single-digit percentage rate. Although less likely, S&P could raise the rating if the company profitably and meaningfully increases its scale through additional business lines or geographic expansion. S&P could also raise the rating if the company adopts a more conservative financial policy and reduces leverage to below 2x on a sustained basis, while preserving its EBITDA margin. The company's stated leverage target is 2.5x as of year-end 2016, which is higher than S&P's threshold for an upgrade. PEAK WEB: Seeks to Hire Tonkon Torp as General Counsel ------------------------------------------------------ Peak Web LLC asked the Bankruptcy Court to approve its employment of Tonkon Torp LLP as Chapter 11 counsel to represent it in all aspects of its reorganization. Tonkon Torp intends to render the following services to the Debtor: (a) Advise Debtor of its rights, powers and duties as a debtor and debtor-in-possession continuing to operate and manage its business and property under Chapter 11 of the Code; (b) Take all actions necessary to protect and preserve the Debtor's bankruptcy estate, including the prosecution of actions on the Debtor's behalf, the defense of any action commenced against the Debtor, negotiations concerning all litigation in which the Debtor is involved, objections to claims filed against the Debtor in this bankruptcy case, and the compromise or settlement of claims; (c) Advise the Debtor concerning, and prepare on behalf of the Debtor, all necessary applications, motions, memoranda, responses, complaints, answers, orders, notices, reports, and other papers, and review all financial and other reports required of the Debtor as debtor-in-possession in connection with administration of this Chapter 11 case; (d) Advise the Debtor with respect to, and assist in the negotiation and documentation of, financing agreements, debt and cash collateral orders, and related transactions; (e) Review the nature and validity of any liens asserted against the Debtor's property and advise the Debtor concerning the enforceability of such liens; (f) If appropriate, prepare, conduct and assist with the sale of the Debtor through Section 363 of the Bankruptcy Code; (g) Advise the Debtor regarding (i) its ability to initiate actions to collect and recover property for the benefit of its estate; (ii) any potential property dispositions; and (iii) executory contract and unexpired lease assumptions, assignments and rejections, and lease restructuring and recharacterizations; (h) If appropriate, negotiate with creditors concerning a Chapter 11 plan; prepare the plan, disclosure statement and related documents; and take the steps necessary to confirm and implement the plan, including, if necessary, negotiations for financing the plan; and (i) Provide such other legal advice or services as may be required in connection with this Chapter 11 case. Subject to Court approval, the Debtor has agreed to compensate Tonkon Torp on an hourly basis in accordance with Tonkon Torp's ordinary and customary hourly rates in effect on the date services are rendered. The Tonkon Torp professionals who will be primarily responsible for providing these services, their status and their billing rates are as follows: Name Status Hourly Rate ---- ------ ----------- Timothy J. Conway Partner $475 Ava L. Schoen Of Counsel $325 Spencer Fisher Paralegal $150 Tonkon Torp has not agreed to any variations from, or alterations to, its standard or customary billing arrangements for this engagement. None of the Tonkon Torp professionals included in this engagement have varied their rate based on the geographic location of this bankruptcy case. Tonkon Torp is billing Debtor at the same effective rates that it billed prepetition. In the 12 months preceding the Petition Date, Tonkon Torp received payments totaling $72,373 for prepetition fees, costs, and expenses, which includes the bankruptcy filing fee of $1,717. The remaining balance of $102,627 is held as a retainer. Tonkon Torp researched its conflicts database to determine whether it had any connections with the Debtors, the Debtor's officers and directors, and the Debtor's creditors or other parties-in-interest. Tonkon Torp currently represents the following creditors of the Debtors in matters unrelated to this case: CIT Finance LLC and DirectTV. In the event a dispute arises with these creditors, Tonkon Top said it will not represent either side. Tonkon Torp formerly represented Comcast and Royal Bank of Canada in matters unrelated to this case. Tonkon represents other clients in matters adverse to the following creditors of the Debtor in matters completely unrelated to this case: Bank of the West, Dell Financial Services, Prime Alliance, Origin Bank, Key Bank, Everbank Commercial Service, DRT, St. Paul Fire & Marine, AT&T Mobility, City of Tualatin, Cogent Communications, Comcast, Dell Marketing, DirectTV, Integra, Labor Ready, Level 3 Communications LLC, Mainz Brady Group, MCI, Neopost, Nestle, NTT America Inc., RICOH, SalesForce.com, Sierra Springs, Southern California Edison, Southwest Office Supply, Inc., TW Telecom, U-Haul, Uline, Verizon Wireless, World Cup Coffee & Tea Service, Inc., and XO Communications, Inc. Wells Fargo Equipment Finance is a creditor of the Debtor. Tonkon represents Wells Fargo Bank, NA and Wells Fargo Credit, Inc., which are wholly separate entities from Wells Fargo Equipment Finance, in matters completely unrelated to this case. Tonkon has banking relationships with Wells Fargo, Bank of America, Union Bank, and Bank of the Cascades. Tonkon may have vendors, suppliers, or other service providers who have connections with Debtor, Debtor's owners and employees, and Debtor's creditors or other parties in interest. Tonkon has conducted no investigation of its vendors, suppliers, or other service providers in preparing this statement. Certain Tonkon attorneys or staff, or the Tonkon retirement plan, may own equity or debt securities -- directly or through mutual funds, trusts and portfolios -- issued by creditors or other parties in interest in this Chapter 11 case. In addition, clients of Tonkon may own equity or debt securities -- directly or through mutual funds, trusts and portfolios -- issued by creditors or other parties-in-interest. Attorneys and staff at Tonkon or their spouses or relatives may be current or former employees or officers and directors of creditors or other parties-in-interest and may have beneficial ownership of securities issued by, or banking, insurance, brokerage or money management relationships with, creditors or other parties in interest in this Chapter 11 case. Attorneys and staff at Tonkon may have relatives or spouses who are members of law firms involved in this case or who are employed by creditors or other parties-in-interest. Other than with respect to the United States Bankruptcy Court for the District of Oregon and the Office of the U.S. Trustee, Tonkon has conducted no investigation of its attorneys' or staff members' employment, banking, insurance, brokerage or investment activities or familial connections in preparing this statement. To the best of the Debtor's knowledge, the partners and associates of Tonkon 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. PHILLIPS-MEDISIZE CORP: Incremental Loan No Impact on Moody's CFR ----------------------------------------------------------------- Moody's Investors Service said that Phillips-Medisize Corporation's proposed $130 million incremental first lien term loan is credit negative, but does not impact Phillips' B3 Corporate Family Rating, B3-PD Probability of Default Rating, B2 first lien bank credit facilities' rating, or the Caa2 rating on the second lien term loan. The rating outlook is stable. Phillips-Medisize Corporation's ("Phillips") B3 Corporate Family Rating reflects the company's high financial leverage, limited coverage of interest expense and modest free cash flow to debt. The rating also reflects the company's small absolute size based on revenue, and considerable concentration of revenue from its top customers and by therapeutic category. Offsetting these factors, the rating is supported by the company's good geographic diversity and solid technical design and manufacturing capabilities. In addition, providing stability to Phillips' business profile are the company's long-standing customer relationships, high barriers to entry, and significant switching costs for existing customers. PHOENIX BRANDS CANADA: Case Summary & 20 Largest Top Creditors -------------------------------------------------------------- Debtor: Phoenix Brands Canada Laundry LLC 1 Landmark Square #18 Stamford, CT 06901 Case No.: 16-11500 Chapter 11 Petition Date: June 17, 2016 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtor's Local Counsel: Laura Davis Jones, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 N. Market Street, 17th Floor Wilmington, DE 19801 Tel: 302 652-4100 Fax: 302-652-4400 E-mail: ljones@pszjlaw.com Debtor's General Bankruptcy Counsel: MORRISON COHEN LLP Debtor's Investment Banker: HOULIHAN LOKEY Debtor's Financial Advisor: GETZLER HENRICH & ASSOCIATES LLC Debtor's CRO Provider: HUNTERPOINT LLC Debtor's Canadian Counsel: OSLER, HOSKIN & HARCOURT LLP Estimated Assets: $0 to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Peter A. Furman, chief restructuring officer. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Fifth Street Finance Corp. Holder of $41,113,528 Attn: General Counsel Subordinated 10 Bank St. 12th Floor Debt lender White Plains, NY 10606 Tel: 914-286-6800 Fax: 91-328-4214 E-mail: mshannon@fifthstreetfinance.com Alpla, Inc. Goods, Services $1,375,753 289 Highway 155 South McDonough, GA 30253 Fax: 770-305-7200 E-mail: octavia.chisolm@alpla.com Marietta Corporation Goods, Services $622,708 106 Central Ave. Cortland, NY 13045 E-mail: asmith@KIKcorp.com Menlo Worldwide Logistics Goods, Services $561,996 1717 NW 21st Ave Portland, OR 97209 E-mail: jeff.harris@email.xpo.com DS Container Goods, Services $535,746 1789 Hubbard Avenue Batavia, IL 60510 Fax: 630-406-1438 E-mail: jduffy@dscontainers.com Menlo Warehouse Goods, Services $379,846 1717 NW 21st Ave Portland, OR 97209 E-mail: jeff.harris@email.xpo.com Chase Products Co. Goods, Services $337,881 P.O. Box 70 Maywood, IL 60153 Fax: 708-865-0230 E-mail: Janette.Gonzalez@chaseproducts Cygnus Corp. Goods, Services $322,912 340 East 138th Street Riverdale, IL 60827 E-mail: asmith@KIKCorp.com AKZO Chemical Corp. Goods, Services $266,449 525 West Van Buren Chicago, IL 60607 E-mail: Mary.Allen@akzonobel.com International Paper Goods, Services $217,404 E-mail: paige.craig@ipaper.com Givaudan Fragrances Corp. Goods, Services $146,375 E-mail: vincent.denicola@givaudan.com Berry Plastics Corp. Goods, Services $143,517 E-mail: genaborders@berryplastics.com AC Nielsen Inc. Goods, Services $126,928 E-mail: Zion.Thomas.apnielsen.com Multi-Color Graphics Goods, Services $111,091 Email" sena.gadagbui@mcclabel.com Aakash Chemicals Goods, Services $85,687 E-mail: keith@aakashchemicals.com Korex Chicago, LLC Goods, Services $70,753 E-mail: Richard.Carmichael@Korex-us.com Stepan Company Goods, Services $61,050 E-mail: WMolley@stepan.com Sommer Metalcraft Corp. Goods, Services $35,437 E-mail: marty.shaw@somercorp.com Adesso Solutions Inc. Goods, Services $30,051 E-mail: bblaney@adesso-solutions.com Shell Chemical LLP Goods, Services $28,015 E-mail: Natalie.Harrison@shell.com POSITIVEID CORP: Dominion & M2B's Notes Convertible to 9.9% Stake ----------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission filed June 17, 2016, Dominion Capital LLC and M2B Funding Corp. reported that they have rights under a series of convertible notes to own an aggregate number of shares of PositiveID Corporation's common stock in an amount not to exceed 9.9% of the shares then outstanding. A full-text copy of the regulatory filing is available at https://is.gd/sVmEmW 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. PREMIER EXHIBITIONS: Assigns Rights Under Fox License Agreement --------------------------------------------------------------- Premier Exhibition Management, LLC, a subsidiary of Premier Exhibitions, Inc., entered into a License with Twentieth Century Fox Licensing & Merchandising, a division of Fox Entertainment Group, Inc., as administrator for Twentieth Century Fox Film Corporation to produce one (1) exhibition based on the Ice Age series of films. The initial term of the Agreement was five years from the opening date of the first exhibition. The Company had one five year option to renew the term which is subject to the Company's full compliance with its obligations under the agreement. The exhibition would feature the artwork, characters, stories, and creative elements of the following four theatrical motion pictures: "ICE AGE," "ICE AGE: THE MELTDOWN," "ICE AGE: DAWN OF DINOSAURS," and "ICE AGE: CONTINENTAL DRIFT." PEM planned to present the exhibition at museums, science centers and exhibition centers throughout the world. PEM was required to open the exhibit by March 31, 2016, and FOX had the right to terminate the agreement if the first exhibit is not opened by that date. Pursuant to the Exhibition License Agreement, the Company would produce and present the exhibition and operate a merchandise store for exhibition related products. The production costs were to be funded by the Company. The exhibit has a minimum production budget of $3,000,000. Pursuant to the agreement FOX was entitled to be paid a non-refundable guarantee of $2 million paid as follows: an advance totaling $750,000, paid upon the mutual execution of the agreement; $450,000 payable on or before March 31, 2018; $400,000 payable on or before March 31, 2019; and $400,000 payable on or before March 31, 2020. The Company would also pay FOX 10% percent royalties on gross ticket and merchandise sales, after deduction of taxes, credit card processing fees, and customer returns, which would be recoupable against the advance. Fox would also receive 30% of sponsorship revenue after expenses of fulfillment if FOX initiates the sponsorship, or twenty percent (20%) of the sponsorship revenue after expenses of fulfillment if the Company initiates the sponsorship. On June 13, 2016, the Company and FOX entered into an Amendment to Exhibition License Agreement and Assignment Agreement, pursuant to which (a) the Company assigned all of its rights, liabilities and obligations to AWC AG, (b) the Company was released by FOX and AWC AG from any and all claims, liabilities and obligations under the Exhibition License Agreement, and (c) the Company's agreed to pay a $50,000 transfer fee. Including the transfer fee, the Company has paid $800,000 to FOX pursuant to these agreements, and is released from the remaining $1.25 million of license fees due to FOX. About Premier Exhibitions 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. Premier Exhibitions and seven affiliated Debtors filed for Chapter 11 protection in the U.S. Bankruptcy Court for the Middle District of Florida under Lead Case No. 16-03320 (RMS Titanic). The Debtors are represented by the law firm Nelson Mullins Riley & Scarborough. PREMIER EXHIBITIONS: Michael Evans Quits as Director ---------------------------------------------------- Michael Evans submitted his resignation from the Board of Directors of Premier Exhibitions, Inc. on June 13, 2016. Mr. Evans resigned from the Board as a result of demands related to other on-going business activities, according to a regulatory filing with the Securities and Exchange Commission. On June 17, 2016, Jerome Henshall was appointed to the Board of Directors of the Company. Mr. Henshall is an "independent" director pursuant the rules of the Security and Exchange Commission and has been appointed to the Audit Committee of the Board. Mr. Henshall qualifies as an "audit committee financial expert" and will chair the Audit Committee. Mr. Henshall will receive standard non-employee director compensation. Mr. Henshall was not selected as a director pursuant to any arrangement or understanding with any other person and does not have any other reportable transactions under Item 404(a) of Regulation S-K. About Premier Exhibitions 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. Premier Exhibitions and seven affiliated debtors filed for Chapter 11 protection in the U.S. Bankruptcy Court for the Middle District of Florida under Lead Case No. 16-03320 (RMS Titanic). The Debtors are represented by the law firm Nelson Mullins Riley & Scarborough. QUANTUM MATERIALS: Appoints Sri Peruvemba CEO --------------------------------------------- Leading North American quantum dot manufacturer Quantum Materials Corporation (OTCQB:QTMM) announced that company board member Sri Peruvemba will be expanding his leadership role with the company to take the helm as chief executive officer effective June 30, 2016. While founder and current CEO Stephen Squires will continue to have a strategic role, this change will enable Mr. Squires to focus more effort on Solterra Renewable Technologies, the wholly-owned subsidiary developing solar cells where QMC's proprietary tetrapod technology offers promise to be a predominant QD photovoltaics technology. In addition, Mr. Squires will continue his role as CEO of Quantum Materials Asia Co., Ltd., the company's joint venture with Guanghui Technology Group announced in January, 2016. "Since joining Quantum Materials as a director, Sri's deep knowledge and experience in the display industry has been crucial to advancing opportunities for the company in our most important and immediate market -- quantum dots for next-generation displays," said Quantum Materials Corp founder and CEO, Mr. Stephen Squires. "We are excited to have him expand his role with us as Chief Executive Officer and welcome his 'display-centricity' as it is precisely that focus which will drive our success in delivering superior non-heavy metal quantum dots to our current and future clients." "Our company is making great progress with product development and the market conditions are right for rapid growth in quantum dot technology for electronic displays," said Mr. Daniel Carlson, Chairman of the Board. "With Sri and Stephen leading key initiatives for the company, we are well poised to grow Quantum Materials Corp within the display industry while positioning the company to be a market leader as other uses for quantum dots begin to commercialize." Over the course of his 25 years in the industry, Mr. Peruvemba has been an influential advocate in the advancement of electronic display technology. He is a widely respected expert on displays, and related technologies and consults, writes, and presents on those subjects globally. Mr. Peruvemba is the CEO of Marketer International, a marketing services firm, and serves on the board of The Society for Information Display (SID). He was previously CMO for E Ink Corporation. Mr. Peruvemba has also held senior level positions at Sharp Corp, TFS Inc., Planar Systems, and Suntronic Technology. "This is truly an exciting time for technological advancement in the display industry, and I am thrilled to have the opportunity to work at the forefront of that advancement. The adoption of quantum dot technology within the display industry is accelerating and I believe that our continuous flow manufacturing process has us positioned to be an industry leader," said Mr. Peruvemba. "I thank Stephen and the board of directors for their confidence in me and look forward to working with the team and our display industry partners to fulfill our destiny." In connection with Mr. Squires' appointment as managing director of Solterra, the Company entered into an Amended and Restated Employment Agreement with Mr. Squires which provides that, until such time as the Company records its first $10,000,000 in revenue, the Company will pay Mr. Squires an annual base salary of no less than $225,000 and after the occurrence of the Revenue Trigger, the Company shall pay Mr. Squires an annual base salary of no less than $247,500. Mr. Squires will also be eligible for certain annual bonuses and equity awards pursuant to the Squires Agreement. The term of the Squires Agreement is for two years, and provides for severance payments in the event of termination or a change in control of the Company. In connection with Mr. Peruvemba's appointment as chief executive officer, the Company entered into an Employment Agreement with Mr. Peruvemba that provides for an annual base salary of $180,000. Mr. Peruvemba will also be eligible for certain annual bonuses and equity awards pursuant to the Peruvemba Agreement. The term of the Peruvemba Agreement is indefinite, subject to termination by either party, and provides for severance payments in the event of termination or a change in control of the Company. About Quantum Materials Quantum Materials Corp. and its wholly owned subsidiary, Solterra Renewable Technologies, Inc. (collectively referred to as the company) are headquartered in San Marcos, Texas. The company specializes in the design, development, production and supply of quantum dots, including tetrapod quantum dots, a high performance variant of quantum dots, and highly uniform nanoparticles, using its patented automated continuous flow production process. As of March 31, 2016, Quantum had $1.06 million in total assets, $1.48 million in total liabilities, and a total stockholders' deficit of $419,000. Weaver and Tidwell, L.L.P., in an Oct. 13, 2015 report expressed substantial doubt about the company's ability to continue as a going concern. The firm audited the consolidated balance sheets of the company as of June 30, 2015 and 2014, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for each of the years in the two-year period ended June 30, 2015. The independent auditor noted that the Company has suffered recurring losses from operations and has an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. RABBE FARMS: Wants Solicitation Period Extended to Oct. 31 ---------------------------------------------------------- Rabbe Farms LLP, et al., ask the Hon. Kathleen H. Sanberg of the U.S. Bankruptcy Court for the District of Minnesota to extend the exclusive period within which they alone may obtain confirmation of a plan until Oct. 31, 2016. The Court will hold a hearing on this request at 10:00 a.m. on July 6, 2016. Any response to this request must be filed and served no later than July 1, 2016. On Jan. 27, 2016, the Debtors filed a joint disclosure statement and joint plan of reorganization in each of their cases within the time requirements of Section 1121(b). Pursuant to Section 1121(c)(3), the Debtors had the exclusive right to confirm a plan until March 27, 2016. On Feb. 24, 2016, Farmers State Bank of Trimont filed an objection to each of the Debtors' disclosure statements. On Feb. 26, 2016, FCA Co-Op, an unsecured creditor in the North Country Seed case, filed an objection to the Debtor's disclosure statement. On Feb. 25, 2016, the U.S. Trustee filed an objection. Prior to the objections being filed, it had become apparent to the Debtors that it would be necessary to commence at least three adversary proceedings concerning issues central to the plans of reorganization for these Debtors. The first of these adversary proceedings is an action by Rabbe Farms against FSB and its escrow agent for turnover of pre-petition deeds to 503 acres of farmland executed by Rabbe Farms and delivered into escrow pursuant to a pre-petition deed in lieu of foreclosure agreement. The second adversary proceeding is by Rabbe Ag Enterprises against FSB to determine that no property of Rabbe Ag Enterprises is subject to security interests allegedly securing debts of Rabbe Farms to FSB. The third adversary proceeding is a preference avoidance claim by North Country Seed LLC against FCA Co-Op for approximately $1.3 million for payments made during the 90 days before the petition date. This adversary proceeding is scheduled for trial on Sept. 13, 2016. The Debtors tell the Court that objections to plan confirmation may suggest that the three adversary proceedings must be completed (or settled through the court ordered mediation), in order to allow adequate time to resolve the three adversary proceedings filed in these cases, Debtors seek an additional extension of the exclusivity period for Debtors to obtain confirmation until Oct. 31, 2016. The Debtors have been diligent in moving their plan toward confirmation, filing the plan before the 120 day exclusivity period. Due to circumstances beyond Debtors' control, the Debtors will be unable to obtain plan confirmation by June 25, 2016, as the confirmation hearing is not scheduled until July 29, 2016. The Debtors submit that the circumstances constitute cause for the Court to extend the period during which only Debtors may obtain confirmation of a plan until Oct. 31, 2016. About 280 pleadings and three adversary cases have been filed in these cases. Addressing these motions, negotiating with vendors and counterparties, responding to a multitude of creditor and supplier inquiries, gathering information required to complete the Debtors' schedules and statements, continuing to analyze leases and executory contracts, and litigating the three adversary proceedings has required extensive time and resources. There are certain critical matters that must be resolved before Debtors can gain approval of a Plan. To that end, the Court has ordered that the Debtors mediate plan treatment and other related issues with the primary creditor Farmers State Bank of Trimont. Rabbe Ag has been successful in obtaining DIP financing and therefore is in the process of putting in the 2016 crop. Although FSB claims that it has an interest in all of the cash of the Debtors, FSB has consented to the use of cash for essential payments such as insurance, taxes and utilities. Operating expenses of Rabbe Ag are being paid from the DIP facility. The fact that Debtors have had access to sufficient liquidity to pay these essential post-petition debts as they come due supports the granting of an extension of Debtor's Exclusive Periods, because it suggests that an extension will not jeopardize the rights of post-petition creditors and counterparties. The disclosure statement have been approved and the plans are moving toward confirmation. An extension of the Debtors' Exclusive Periods will enable Debtors and their various economic stakeholders to negotiate resolution of any confirmation objections and will maximize the value of the Debtors' estates. The Debtors' counsel can be reached at: LAPP, LIBRA, THOMSON, Ralph V. Mitchell, Esq. 120 South Sixth Street, Suite 2500 Minneapolis, MN 55402 Tel: (612) 338-5815 Headquartered in Ormsby, Minnesota, Rabbe Farms LLP, dba Rabbe Grain Co., dba Rabbe Grain Elevator, filed for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case No. 15-33479) and affiliates Rabbe Ag Enterprises General Partnership (Bankr. D. Minn. Case No. 15-33481) and North Country Seed, LLC (Bankr. D. Minn. Case No. 15-33482) filed separate Chapter 11 bankruptcy protection on Sept. 29, 2015 Judge Kathleen H Sanberg presides over the case. Ralph Mitchell, Esq., at Lapp Libra Thomson Stoebner & Pusch presides over the case. Rabbe Farms estimated its assets at between $1 million and $10 million and liabilities at between $10 million and $50 million. Rabbe Ag Enterprises estimated its assets at up to $50,000 and liabilities at between $500,000 and $1 million. North Country Seed estimated its assets at up to $50,000 and liabilities at between $1 million and $10 million. The petitions were signed by Joel Rabbe, general partner. REPUBLIC AIRWAYS: Bankruptcy Court Approves UAL Agreement Amendment ------------------------------------------------------------------- Republic Airways Holdings Inc. on June 17, 2016 disclosed that the U.S. Bankruptcy Court for the Southern District of New York issued its ruling approving the Company's comprehensive amendment to its agreement with United Airlines. The amended agreement provides substantial and interrelated operational and economic benefits, and provides for the uninterrupted flying of all 54 E170 and E175 aircraft currently operated by Republic for United. The agreement also extends the terms to all current E170s and, subject to certain conditions, allows for further deliveries of E175s under revised new aircraft delivery schedules. The Company anticipates the court's approval will become effective on June 23, 2016. Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are serving as Republic's legal advisors in the restructuring. Seabury Securities LLC is serving as Republic's financial advisor. Sidley Austin LLP is serving as United's legal advisor. About Republic Airways Republic Airways Holdings Inc., based in Indianapolis, is an airline holding company (NASDAQ: RJET) that owns Republic Airline and Shuttle America Corporation. Republic Airline and Shuttle America -- http://www.rjet.com/-- offer approximately 1,000 flights daily to 105 cities in 38 states, Canada, the Caribbean and the Bahamas through Republic's fixed-fee codeshare agreements under our major airline partner brands of American Eagle, Delta Connection and United Express. The airlines currently employ about 6,000 aviation professionals. On Feb. 25, 2016 Republic Airways Holdings Inc. and 6 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The Debtors have requested that their cases be jointly administered under Case No. 16-10429. The petitions were signed by Joseph P. Allman as senior vice president and chief financial officer. Judge Sean H. Lane has been assigned the cases. As of Jan. 31, 2016, on a consolidated basis, Republic had assets and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited), respectively. Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are serving as Republic's legal advisors in the restructuring. Seabury Group LLC is serving as financial advisor. Deloitte & Touche LLP is the independent auditor. Prime Clerk is the claims and noticing agent. The U.S. Trustee for Region 2 appointed seven creditors of Republic Airways Holdings Inc. to serve on the official committee of unsecured creditors. The Committee retained Morrison & Foerster LLP as attorneys and Imperial Capital, LLC, as investment banker and co-financial advisor. RESPONSE BIOMEDICAL: Shareholders Elect Seven Directors ------------------------------------------------------- Response Biomedical Corp., in accordance with the requirements of the Toronto Stock Exchange, announced the results of voting at its 2016 Annual General and Special Meeting of Shareholders held June 13. A total of 6,110,535 common shares were represented at the meeting, representing approximately 62% of the issued and outstanding common shares of the Company. At the meeting, shareholders: (1) elected Dr. Anthony Holler, M.D., Dr. Joseph D. Keegan, Ph.D., Dr. Barbara R. Kinnaird, Ph.D., Clinton H. Severson, Lewis J. Shuster, Dr. Peter A. Thompson, M.D., and Dr. Jonathan J. Wang, Ph.D. as directors to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed; (2) appointed PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditor of the Company for the ensuing year; (3) approved all unallocated options, rights, and other entitlements and the ability of the Company to continue granting options under its Amended and Restated 2008 Stock Option Plan until June 13, 2019; (4) approved all unallocated entitlements and the ability of the Company to continue granting Restricted Share Units under its RSU Plan until June 13, 2019; (5) approved all unallocated entitlements and the ability of the Company to continue granting Deferred Share Units under its DSU Plan until June 13, 2019; and (6) approved, on an advisory basis, the Company's executive compensation as outlined in the Company's management information circular. About Response Biomedical Based in Vancouver, Canada, Response Biomedical Corporation develops, manufactures and sells diagnostic tests for use with its proprietary RAMP(R) System, a portable fluorescence immunoassay- based diagnostic testing platform. The RAMP(R) technology utilizes a unique method to account for sources of error inherent in conventional lateral flow immunoassay technologies, thereby providing the ability to quickly and accurately detect and quantify an analyte present in a liquid sample. Consequently, an end-user on-site or in a point-of-care setting can rapidly obtain important diagnostic information. Response Biomedical currently has thirteen tests available for clinical and environmental testing applications and the Company has plans to commercialize additional tests. Response Biomedical reported a net loss of C$150,000 on C$15.41 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss of C$2.09 million on C$11.01 million of total revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Response had C$11.80 million in total assets, C$12.51 million in total liabilities and a total shareholders' deficit of C$711,000. PricewaterhouseCoopers LLP, in Vancouver, Canada, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the company has incurred recurring losses from operations and has an accumulated deficit at Dec. 31, 2015, that raises substantial doubt about its ability to continue as a going concern. RICEBRAN TECHNOLOGIES: Files Copy of Investor Presentation With SEC ------------------------------------------------------------------- On June 16, 2016, RiceBran Technologies posted on its Web site at http://www.ricebrantech.com/an investor presentation regarding the company and its pending proxy contest against LF-RB Management, LLC. In addition to being available on RiceBran's website, a copy of the investor presentation is available for free at https://is.gd/XtDmpU About RiceBran Scottsdale, Ariz.-based RiceBran Technologies, a California corporation, is a human food ingredient and animal nutrition company focused on the procurement, bio-refining and marketing of numerous products derived from rice bran. RiceBran reported a net loss of $10.6 million on $39.9 million of revenues for the year ended Dec. 31, 2015, compared to a net loss of $26.6 million on $40.10 million of revenues for the year ended Dec. 31, 2014. As of March 31, 2016, RiceBran had $34.9 million in total assets, $26.9 million in total liabilities and $7.66 million in total equity attributable to the Company's shareholders. The Company's auditors Marcum LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations resulting in an accumulated deficit of $251 million at December 31, 2015. This factor among other things, raises substantial doubt about its ability to continue as a going concern. RMS TITANIC: Asks Court to Extend Schedules Filing Deadline ----------------------------------------------------------- Citing the complexity and diversity of their operations, RMS Titanic, Inc., and seven of its affiliates filed a motion with the Bankruptcy Court seeking a 28-day extension of their deadline to file schedules of assets and liabilities and statement of financial affairs. On the Petition Date, the Debtors attached to their voluntary petition a list of creditors holding the 20 largest unsecured claims against their estates, which includes the estimated amounts that each such creditor owed and the basis for each claim. Although the Debtors' management and advisors have been working diligently to meet the Schedules Deadline, the Debtors anticipate that they will need a brief extension of that deadline. Given the substantial burdens already imposed on the Debtors' management by the commencement of these chapter 11 cases, the limited number of employees available to collect the information, the competing demands upon such employees, and the time and attention the Debtors must devote to the restructuring process, the Debtors assert that "cause" exists to extend the Schedules Deadline through and including July 12, 2016. About RMS Titanic RMS Titanic, Inc., a wholly owned subsidiary of Premier Exhibitions, Inc., is the only company permitted by law to recover objects from the wreck of Titanic. The Company was granted Salvor-In-Possession rights to the wreck of Titanic by the United States District Court for the Eastern District of Virginia, Norfolk Division in 1994 and has conducted eight research and recovery expeditions to Titanic recovering approximately 5,000 artifacts. In the summer of 2010, RMS Titanic, Inc. conducted a ground-breaking expedition to Titanic 25 years after its discovery, to undertake innovative 3D video recording, data gathering and other technical measures so as to virtually raise Titanic, preserving the legacy of the ship for all time. About Premier Exhibitions Premier Exhibitions, Inc. (Nasdaq:PRXI), located in Atlanta, Georgia, is a foremost presenter of museum quality exhibitions throughout the world. Premier is a recognized leader in developing and displaying unique exhibitions for education and entertainment including Titanic: The Artifact Exhibition, BODIES...The Exhibition, Tutankhamun: The Golden King and the Great Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real Pirates in partnership with National Geographic. The success of Premier Exhibitions, Inc. lies in its ability to produce, manage, and market exhibitions. Additional information about Premier Exhibitions, Inc. is available at the Company's Web site http://www.PremierExhibitions.com/ RMS Titanic and seven of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Proposed Lead Case No. 16-02230) on June 14, 2016. Chief Financial Officer and Chief Operating Officer Michael J. Little signed the petitions. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. The Debtors have hired Nelson Mullins Riley & Scarborough LLP as counsel. The Chapter 11 cases are assigned to Judge Paul M. Glenn. RMS TITANIC: Seeks Joint Administration of Cases ------------------------------------------------ To avoid unnecessary and expensive duplication of motions and other pleadings, RMS Titanic, Inc., Premier Exhibitions, Inc., Premier Exhibitions Management, LLC, Arts and Exhibitions International, LLC, Premier Exhibitions International, LLC, Premier Exhibitions NYC, Inc., Premier Merchandising, LLC, and Dinosaurs Unearthed Corp. asked the Bankruptcy Court to jointly administer their Chapter 11 cases under the case of RMS Titanic, Inc., Case No. 16-02230. Absent joint administration, the Debtors will need to file several other motions regarding operational issues and several accompanying notices, orders, and other pleadings. According to the Debtors, joint administration will simplify the Office of the United States Trustee's supervision of all aspects of their cases. The Debtors said that their respective creditors will not be adversely affected by the joint administration of these cases since joint administration is for procedural purposes only and will not effect a substantive consolidation of their estates. Moreover, the Debtors noted, filing the monthly operating reports required by the Guidelines promulgated by the U.S. Trustee on a consolidated basis will promote administrative economy and efficiency. The Debtors are represented by: Daniel F. Blanks, Esq. Lee D. Wedekind, III, Esq. NELSON MULLINS RILEY & SCARBOROUGH LLP 50 N. Laura Street, Suite 4100 Jacksonville, Florida 32202 Tel: (904) 665-3656 Fax: (904) 665-3699 E-mail: daniel.blanks@nelsonmullins.com lee.wedekind@nelsonmullins.com About RMS Titanic RMS Titanic, Inc., a wholly owned subsidiary of Premier Exhibitions, Inc., is the only company permitted by law to recover objects from the wreck of Titanic. The Company was granted Salvor-In-Possession rights to the wreck of Titanic by the United States District Court for the Eastern District of Virginia, Norfolk Division in 1994 and has conducted eight research and recovery expeditions to Titanic recovering approximately 5,000 artifacts. In the summer of 2010, RMS Titanic, Inc. conducted a ground-breaking expedition to Titanic 25 years after its discovery, to undertake innovative 3D video recording, data gathering and other technical measures so as to virtually raise Titanic, preserving the legacy of the ship for all time. About Premier Exhibitions Premier Exhibitions, Inc. (Nasdaq:PRXI), located in Atlanta, Georgia, is a foremost presenter of museum quality exhibitions throughout the world. Premier is a recognized leader in developing and displaying unique exhibitions for education and entertainment including Titanic: The Artifact Exhibition, BODIES...The Exhibition, Tutankhamun: The Golden King and the Great Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real Pirates in partnership with National Geographic. The success of Premier Exhibitions, Inc. lies in its ability to produce, manage, and market exhibitions. Additional information about Premier Exhibitions, Inc. is available at the Company's Web site http://www.PremierExhibitions.com/ RMS Titanic and seven of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Middle District of Florida (Bankr. M.D. Fla. Proposed Lead Case No. 16-02230) on June 14, 2016. Chief Financial Officer and Chief Operating Officer Michael J. Little signed the petitions. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. The Chapter 11 cases are assigned to Judge Paul M. Glenn. RONALD HOWLAND: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Ronald Howland, D.M.D., P.A. Ronald Howland, D.M.D., P.A. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-01520) on April 22, 2016. The Debtor is represented by Richard R. Thames, Esq., at Thames Markey & Heekin, P.A. SANDERS NURSERY: Exclusive Solicitation Period Extended to Aug. 30 ------------------------------------------------------------------ The Hon. Tom R. Cornish of the U.S. Bankruptcy Court for the Eastern District of Oklahoma has extended, at the behest of Sanders Nursery & Distribution Center, Inc., the exclusivity period for soliciting acceptances of the Debtor's plan of reorganization by 90 days, from June 1, 2016, to and including Aug. 30, 2016. As reported by the Troubled Company Reporter on June 3, 2016, the Debtor sought to extend the Exclusivity Period to provide it sufficient time to solicit acceptances of the Plan, and submits that cause exists principally due to the substantial progress the the Debtor has made towards reorganization in this case. Headquartered in Tahlequah, Oklahoma, Sanders Nursery & Distribution Center, Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D. Okla. Case No. 15-81312) on Dec. 4, 2015, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Burl Berry, vice president. Judge Tom R. Cornish presides over the case. Brandon Craig Bickle, Esq., at Gable & Gotwals, P.C., serves as the Debtor's bankruptcy counsel. SCA LP: Seeks to Hire Allen B. Dubroff as Legal Counsel ------------------------------------------------------- SCA, L.P. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire Allen B. Dubroff, Esquire & Associates LLC as its legal counsel. SCA, L.P. tapped the firm to give legal advice about its powers and duties as a debtor-in-possession, prepare legal papers on its behalf and provide other necessary services. In a court filing, Allen Dubroff, Esq., disclosed that the firm does not represent any interest adverse to the Debtor. The firm can be reached through: Allen B. Dubroff Allen B. Dubroff, Esquire & Associates LLC 1500 JFK Boulevard, Suite 1030 Philadelphia, PA 19102 Tel: 215-568-2700 Fax: 215-689-3777 E-mail: allen@dubrofflawllc.com About SCA, L.P. SCA, L.P. sought Chapter 11 protection (Bankr. E. D. Pa. Case No. 16-14223) on June 13, 2016. The petition was signed by Allen S. Berman, managing member of 1036 Realty LLC. The case is assigned to Judge Jean K. FitzSimon. At the time of the filing, the Debtor estimated assets and debts to be between $1 million and $10 million. SCIENTIFIC GAMES: Stockholders Elect 11 Directors ------------------------------------------------- On June 15, 2016, Scientific Games Corporation held its annual meeting of stockholders at which the stockholders: (1) elected Ronald O. Perelman, M. Gavin Isaacs, Richard M. Haddrill, Peter A. Cohen, David L. Kennedy, Gerald J. Ford, Judge Gabrielle K. McDonald, Paul M. Meister, Michael J. Regan, Barry F. Schwartz and Frances F. Townsend as directors to serve for the ensuing year and until their respective successors are duly elected and qualified; (2) approved the Scientific Games Corporation 2016 Employee Stock Purchase Plan, which is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended; and (3) ratified the appointment of Deloitte & Touche LLP as the Company's independent auditor for the fiscal year ending Dec. 31, 2016. About Scientific Games Scientific Games Corporation is a developer of technology-based products and services and associated content for worldwide gaming and lottery markets. The Company's portfolio includes instant and draw-based lottery games; electronic gaming machines and game content; server-based lottery and gaming systems; sports betting technology; loyalty and rewards programs; and social, mobile and interactive content and services. Visit http://www.scientificgames.com/ Scientific Games reported a net loss of $1.39 billion on $2.75 billion of total revenue for the year ended Dec. 31, 2015, compared to a net loss of $234.3 million on $1.78 billion of total revenue for the year ended Dec. 31, 2014. As of March 31, 2016, Scientific Games had $7.69 billion in total assets, $9.27 billion in total liabilities and a total stockholders' deficit of $1.58 billion. * * * The TCR reported on May 21, 2014, that Moody's Investors Service downgraded Scientific Games Corporation's ("SGC") Corporate Family Rating to 'B1'. The downgrade reflects Moody's view that slower than expected growth in SGC's Gaming and Instant Products segments will cause Moody's adjusted leverage to exceed 6.0 times by the end of 2014. As reported by the TCR on Aug. 5, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating to 'B+' from 'BB-' on Scientific Games Corp. "The downgrade and CreditWatch placement follow Scientific Games' announcement that it has agreed to acquire Bally Technologies for $5.1 billion, including the refinancing of about $1.8 billion in net debt at Bally," said Standard & Poor's credit analyst Ariel Silverberg. SEANERGY MARITIME: Reports Financial Results for First Quarter -------------------------------------------------------------- Seanergy Maritime Holdings Corp. announced its financial results for the three months ended March 31, 2016. The Company reported a net loss of US$6.72 million on US$7 million of net vessel revenue for the three months ended March 31, 2016, compared to net loss of US$1 million on US$0 of vessel revenue for the same period in 2015. As of March 31, 2016, the Company had US$206 million in total assets, US$185 million in total liabilities, and US$21.09 million in stockholders' equity. Stamatis Tsantanis, the Company's chairman & chief executive officer, stated: "Market conditions in the dry bulk market during the first quarter of 2016 continued to be unfavorable, as the average BDI was 42% lower as compared to the first quarter of 2015. However, during May 2016 the Capesize index was approximately 39% higher than in May 2015. This suggests that changes in iron ore and coal inventory cycles have the capacity to impact the market positively. Furthermore, it should be noted that our fleet's Time Charter Equivalent (TCE) rate outperformed major market indexes, which is particularly important given the difficult market environment during the first quarter. Our Supramax vessels earned a TCE rate of approximately $4,943 in the first quarter of 2016 compared to the average Baltic Supramax Index of $3,801 in the same period. Also during the first quarter of 2016, our six Capesize vessels earned a TCE rate of $3,290 as compared to an average reading of $1,424 for the Baltic Capesize Index." "On a different note, we have agreed to certain amendments to our loan agreements with our lenders that should be highly beneficial in preserving cash flow. Looking forward, we firmly believe that current market conditions represent a unique opportunity to acquire quality tonnage at historically low prices. For that reason, we intend to pursue acquisition opportunities that we believe can further enhance value for our shareholders. We believe that Seanergy is the right platform in the dry bulk listed space in order to capitalize on the recovery of the freight market and asset values." A full-text copy of the press release is available for free at: https://is.gd/R4EO4b About Seanergy Athens, Greece-based Seanergy Maritime Holdings Corp. is an international company providing worldwide seaborne transportation of dry bulk commodities. The Company owns and operates a fleet of seven dry bulk vessels that consists of three Handysize, two Supramax and two Panamax vessels. Its fleet carries a variety of dry bulk commodities, including coal, iron ore, and grains, as well as bauxite, phosphate, fertilizer and steel products. For the year ended Dec. 31, 2015, the Company reported a net loss of US$8.95 million on US$11.22 million of net vessel revenue compared to net income of US$80.34 million on US$2.01 million of net vessel revenue for the year ended Dec. 31, 2014. SEARS HOLDINGS: Fairholme Capital Reports 25.2% Stake as of June 15 ------------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Fairholme Capital Management, L.L.C. disclosed that as of June 15, 2016, it may be deemed to be the beneficial owner of 26,950,548 Shares (25.2%) of Sears Holdings Corporation, based upon the 106,831,128 Shares outstanding as of May 20, 2016, according to Sears. Fairholme has the sole power to vote or direct the vote of 0 Shares, Fairholme has the shared power to vote or direct the vote of 20,758,473 Shares, Fairholme has the sole power to dispose or direct the disposition of 0 Shares and Fairholme has the shared power to dispose or direct the disposition of 26,950,548 Shares to which this filing relates. Fairholme Funds, Inc. may be deemed to be the beneficial owner of 16,291,673 Shares (15.2%) of the Company, based upon the 106,831,128 Shares outstanding as of May 20, 2016, according to the Issuer. The Fund has the sole power to vote or direct the vote of 0 Shares, the Fund has the shared power to vote or direct the vote of 16,291,673 Shares, the Fund has the sole power to dispose or direct the disposition of 0 Shares and the Fund has the shared power to dispose or direct the disposition of 16,291,673 Shares to which this filing relates. Of the 16,291,673 Shares deemed to be beneficially owned by the Fund, 14,497,773 are owned by The Fairholme Fund and 1,793,900 are owned by The Fairholme Allocation Fund, each a series of the Fund. Bruce R. Berkowitz may be deemed to be the beneficial owner of 27,863,548 Shares (26.1%) of the Company, based upon the 106,831,128 Shares outstanding as of May 20, 2016, according to the Issuer. Mr. Berkowitz has the sole power to vote or direct the vote of 913,000 Shares, Mr. Berkowitz has the shared power to vote or direct the vote of 20,758,473 Shares, Mr. Berkowitz has the sole power to dispose or direct the disposition of 913,000 Shares and Mr. Berkowitz has the shared power to dispose or direct the disposition of 26,950,548 Shares to which this filing relates. A full-text copy of the regulatory filing is available at: https://is.gd/WqFT4u About Sears Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve members. Sears Holdings is home to Shop Your Waytm, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with more than 2,000 full- line and specialty retail stores in the United States and Canada. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP, represented Kmart in its restructuring efforts. Its balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. Sears Holdings reported a net loss of $1.12 billion on $25.14 billion of revenues for the year ended Jan. 30, 2016, compared to a net loss of $1.81 billion on $31.19 billion of revenues for the year ended Jan. 31, 2015. As of April 30, 2016, Sears Holdings had $11.2 billion in total assets, $13.5 billion in total liabilities, and a total deficit of $2.36 billion. * * * Moody's Investors Service in January 2014 downgraded Sears Holdings Corporate Family Rating to 'Caa1' from 'B3'. The rating outlook is stable. The downgrade reflects the accelerating negative performance of Sears' domestic business with comparable sales falling 7.4% for the quarter to date ending January 6th, 2014 compared to the prior year. The company now expects domestic Adjusted EBITDA to decline to a range of ($80 million) to $20 million for the fourth fiscal quarter, compared with $365 million in the year prior period. For the full year, Sears expects domestic Adjusted EBITDA loss between $(308) million and $(408) million, as compared to $557 million last year. Moody's expects full year cash burn (after capital spending, interest and pension funding) to be around $1.2 billion in 2013 and we expect Sears' cash burn to remain well above $1 billion in 2014. "Operating performance for fiscal 2013 is meaningfully weaker than our previous expectations, and we expect negative trends in performance to persist into 2014" said Moody's Vice President Scott Tuhy. He added "While Sears noted improved engagement metrics for its "Shop Your Way" Rewards program, Moody's remains uncertain when these improved engagement metrics will lead to stabilization of operating performance." As reported by the TCR on March 26, 2014, Standard & Poor's Ratings Services affirmed its ratings on the Hoffman Estate, Ill.- based Sears Holdings Corp., including the 'CCC+' corporate credit rating. Fitch Ratings had downgraded its long-term Issuer Default Ratings (IDR) on Sears Holdings Corporation (Holdings) and its various subsidiary entities (collectively, Sears) to 'CC' from 'CCC', according to a TCR report dated Sept. 12, 2014. SEASTAR SOLUTIONS: Moody's Affirms B2 CFR After Dividend Recap -------------------------------------------------------------- Moody's Investors Service affirmed the existing ratings of Marine Acquisition Corp., doing business as SeaStar Solutions ("SeaStar"), including its B2 Corporate Family Rating, B3-PD Probability of Default Rating, B2 rating on its $25 million senior secured revolving credit facility due 2019 and $300 million senior secured term loan (including a new $90 million add-on term loan) due 2021. Proceeds from the $90 million add-on term loan, along with cash on hand, will be used to fund a special dividend to shareholders. "The dividend recapitalization is aggressive, as it not only increases leverage but also significantly reduces SeaStar's cash balance," said Moody's Analyst, Inna Bodeck. Pro forma for the transaction, Moody's expects the company's cash balance to decline to $1 million from $33.4 million as of March 31, 2016. Nevertheless, Moody's affirmed the ratings because SeaStar's good margins and positive projected free cash flow provide some capacity to reduce leverage. Additionally, the company will have full access to its $25 million revolving credit facility due 2019. Moody's believes that EBITDA will increase modestly in 2016 and projects that Moody's adjusted debt-to-EBITDA leverage will decline to the high 4x range absent debt-funded tuck-in acquisitions. Moody's took the following specific actions on SeaStar: Ratings affirmed: Corporate Family Rating, at B2 Probability of Default Rating, at B3-PD $25 Million Senior Secured Revolving Credit Facility due 2019, at B2 (LGD3) $300 Million Senior Secured Term Loan due 2021, at B2 (LGD3) Outlook action: Outlook, remains Stable RATINGS RATIONALE SeaStar's B2 Corporate Family Rating reflects its modest scale and heavy concentration of product offerings to the highly cyclical recreational marine industry. SeaStar's ratings are supported by its strong market share in hydraulic and mechanical steering systems in original equipment sales. A relatively consistent aftermarket marine parts segment provides revenue stability, supporting expectation for low single digits organic revenue growth and higher gross margins. SeaStar's Industrial division provides only minimal non-marine product diversification, as revenue from that segment has been declining. Moody's believes that steady growth in demand for marine products, both in the original equipment manufacturing ("OEM") market and in the aftermarket, will offset weakness in SeaStar's industrial segment, resulting in modest improvement in the company's overall performance in the next 12 months. Pro forma for the pending dividend recapitalization transaction, Moody's estimates leverage at 5.2x LTM 3/31/2016 (incorporating Moody's standard adjustments). Moody's expects that the company will prioritize the use of its free cash flow to reduce debt over using it to fund tuck-in acquisitions. The stable outlook reflects Moody's expectation for the company to rebuild its cash balance and modestly improve its credit metrics over the next twelve months, driven by modest growth in OEM and aftermarket marine sales. The ratings could be downgraded if debt/EBITDA is sustained above 5.0 times or if free cash flow generation does not meet Moody's expectations. Any material debt-funded acquisitions, additional shareholder distributions or other actions could also result in a downgrade. A rating upgrade is unlikely given the company's aggressive financial policy, modest scale, end market concentration, and the cyclical nature of the marine equipment business. Should the company significantly increase its scale, a reduction in leverage to below 3.0 times with free cash flow to debt exceeding 10% on a sustained basis could support higher rating consideration. Headquartered in Litchfield, IL, SeaStar is a leading provider of steering systems for recreational boats, in addition to other parts such as controls, fuel tanks, and aftermarket engine and drive replacement parts for marine applications. The company also sells industrial equipment primarily for heating applications. SeaStar was acquired by funds affiliated with American Securities in January 2014. Reported revenues for the twelve months ended March 31, 2016 were approximately $245 million. SEASTAR SOLUTIONS: S&P Affirms 'B' CCR on Term Loan Add-on ---------------------------------------------------------- S&P Global Ratings said it affirmed its 'B' corporate credit rating on Litchfield, Ill.–based Marine Acquisition Holdings Inc. (d/b/a SeaStar Solutions). The rating outlook is stable. At the same time, S&P affirmed its 'B' issue-level rating on the company's proposed upsized and amended $300 million term loan B due 2021, which includes the proposed $90 million add-on. The recovery rating on this debt remains '3', indicating S&P's expectation for meaningful recovery (50% to 70%; lower half of the range) for lenders in the event of a payment default. The recovery remains '3' despite the additional proposed secured debt in the capital structure due to the dividend recapitalization, because the incremental borrowings raise fixed charges and our assumed level of emergence EBITDA that would trigger a default. S&P expects the company to use proceeds from the term loan add-on, along with cash balances, to pay a dividend to its owners, and for fees and expenses. "The affirmation reflects the fact that the proposed incremental leverage the company would assume upon close of the transaction does not meaningfully impair SeaStar's financial risk," said S&P Global Ratings credit analyst Daniel Pianki. The company had built-in leverage capacity over the past several years through EBITDA growth and debt repayment that it is utilizing in this transaction. The rating continues to incorporate our view that financial sponsor-owned companies will periodically increase leverage to return capital to shareholders. The increased leverage from the transaction remains below S&P's downgrade thresholds. The stable outlook reflects S&P's expectation for good growth in the company's marine OEM and aftermarkets channels to offset continued weakness in the industrial channel through 2017. SEQUENOM INC: Stockholders Elect Eight Directors ------------------------------------------------ Sequenom, Inc., held its annual meeting on June 15, 2016, at which the stockholders: (1) elected Kenneth F. Buechler, Myla Lai-Goldman, Richard A. Lerner, Ronald M. Lindsay, Catherine J. Mackey, David Pendarvis, Charles P. Slacik and Dirk van den Boom as directors to serve until the Company's 2017 Annual Meeting of Stockholders; (2) approved the Amended 2006 Plan to, among other things, increase the number of shares of the Company's common stock available for issuance under the Amended 2006 Plan by an additional 5,386,000 shares; (3) approved an amendment to the Company's Restated Bylaws, as amended, to provide that the Company's board of directors, or any individual director, may be removed at any time, with or without cause, by the holders of a majority of the shares entitled to vote at an election of directors; (4) approved, on an advisory basis, of the compensation of the Company's named executive officers; and (5) ratified the selection by the Audit Committee of KPMG LLP as the Company's independent auditors for the fiscal year ending Dec. 31, 2016. About Sequenom Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a life sciences company committed to improving healthcare through revolutionary genetic analysis solutions. Sequenom develops innovative technology, products and diagnostic tests that target and serve discovery and clinical research, and molecular diagnostics markets. The company was founded in 1994 and is headquartered in San Diego, California. Sequenom reported a net loss of $16.3 million on $128 million of total revenues for the year ended Dec. 31, 2015, compared to net income of $1.01 million on $152 million of total revenues for the year ended Dec. 31, 2014. As of March 31, 2016, Sequenom had $105 million in total assets, $155 million in total liabilities and a total stockholders' deficit of $49.9 million. SK HOLDCO: S&P Retains 'B+' Rating on 1st Lien Revolver Due 2019 ---------------------------------------------------------------- S&P Global Ratings said that its 'B+' issue-level ratings and '2' recovery ratings on SK HoldCo LLC's first-lien revolver due 2019 and first-lien term loans due 2021 and its 'CCC+' issue-level rating and '6' recovery rating on SK's unsecured notes due 2022 are unchanged following the company's announcement of a $75 million add-on term loan. The '2' recovery ratings on the first-lien revolver and term loans indicate S&P's expectation for substantial (70%-90%; lower half of the range) recovery in the event of a default. The '6' recovery rating on the unsecured notes indicates S&P's expectation of negligible (0%-10%) recovery in the event of a default. All of S&P's other ratings on SK HoldCo are also unchanged. The company plans to use the proceeds from this add-on for general corporate purposes, including to fund the acquisitions in its pipeline. RATINGS LIST SK HoldCo LLC Corporate Credit Rating B/Stable/-- Ratings Unchanged Midas Intermediate Holdco II LLC Senior Secured B+ Recovery Rating 2L Senior Unsecured CCC+ Recovery Rating 6 Midas Intermediate Holdco II Finance Inc. Senior Unsecured CCC+ Recovery Rating 6 SPIRE CORP: CEO Agrees to Repay $820,171 to Compensation Plan ------------------------------------------------------------- In April 2016, Spire Corporation began pursuing a pro rata settlement arrangement with the Company's unsecured creditors in order to attempt to settle its debts and avoid a potential bankruptcy filing. In furtherance of those discussions, the Company entered into a contingent agreement with its former CEO and Chairman, Roger G. Little. On June 13, 2016, the Company entered into (i) an Agreement to Repay Deferred Compensation Payments with Mr. Little, David R. Blouin and Blouin & Company, Inc. and (ii) a Mutual General Releases Agreement with Mr. Little, SPI-Trust, Mr. Blouin and Blouin & Company, Inc. Pursuant to the Repayment Agreement, Mr. Little agreed to repay $820,171 to the Company's Non-Qualified Deferred Compensation Plan, which represents $2,164,534 of compensation previously paid out to Mr. Little from the Plan offset by $1,334,363 owed to Mr. Little by the Company. Under the Repayment Agreement, Mr. Little also agreed return to the Company 845,241 shares of the Company's common stock previously issued under the Plan to Mr. Little. The Repayment Amount will be used to pay the Company's unsecured creditors for outstanding claims and for reasonable expenses related to the administration of the creditor distributions. As of June 16, 2016, approximately 80% of the Company's unsecured creditors had agreed to the terms of the Company's proposed settlement offer. Assuming the Repayment Amount is received, the Company estimates an aggregate of $427,000 will be distributed to those unsecured creditors that accepted the Company's settlement offer as of June 16, 2016. Pursuant to the Release Agreement, the Company and Mr. Little agreed to a mutual release of any and all claims or causes of actions which they have or might have had, now existing or arising after the date of the Release Agreement. If the Repayment Amount is not received by the Plan, the Company's release of claims against Mr. Little will be deemed null and void. The releases do not act to release any rights and interests held by Mr. Little solely in his capacity as a shareholder of the Company. The releases do not act to release any and all rights and claims Mr. Little has if it is ultimately determined that he is entitled to a distribution under the Plan. If a bankruptcy case or insolvency proceeding is brought by or against the Company, the release of Mr. Little's claims against the Company will be deemed null and void. The Release Agreement contains customary confidentiality and non-disparagement obligations on each of the parties thereto. About Spire Corp Bedford, Massachusetts-based Spire Corporation currently develops, manufactures and markets customized turn-key solutions for the solar industry, including individual pieces of manufacturing equipment and full turn-key lines for cell and module production and testing. Spire Corporation reported a net loss of $8.52 million in 2013, as compared with a net loss of $1.85 million in 2012. As of Sept. 30, 2014, the Company had $9.73 million in total assets, $15.60 million in total liabilities and a total stockholders' deficit of $5.87 million. McGladrey LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company incurred an operating loss from continuing operations of $8.4 million and cash used in operating activities of continuing operations was $5.2 million. The Company's credit agreement with a bank is due to expire on April 30, 2014. These factors raise substantial doubt about its ability to continue as a going concern. STONEWALL GAS: S&P Raises CCR to 'B', Outlook Stable ---------------------------------------------------- S&P Global Ratings raised the corporate credit rating on Stonewall Gas Gathering LLC (Stonewall) to 'B' from 'B-'. The rating outlook is stable. At the same time, S&P raised the issue-level rating on the company's senior secured term loan B due 2022 to 'BB-' from 'B'. S&P revised the recovery rating on this debt to '1' from '2'. The '1' recovery rating indicates S&P's expectation lenders could receive very high (90%-100%) recovery in the event of a payment default. "The rating action reflects the lower debt leverage following Stonewall's recent debt repayment after Antero Resources acquired a 15% equity interest in the gathering system," said S&P Global ratings credit analyst Mike Llanos. Stonewall is a gas-gathering pipeline system located in the southwestern part of the Marcellus shale basin. It is 40% owned by M3 Midstream LLC, 30% by WGL Midstream, 15% by Antero Midstream, and 15% by Vega Energy. S&P assess Stonewall's business risk profile as vulnerable, reflecting the company's limited scale, lack of geographic diversity, and counterparty risk. Partially offsetting these factors is the contracted fee-based nature of its cash flows. Although Stonewall can expand the system by an additional 600 million cubic feet per day with compression installation, S&P's analysis does not assume Stonewall will exercise this opportunity over the next year, given the weak commodity price environment and difficulty attracting additional shippers to commit to long-term contracts. The company benefits from long-term (15 years) 100% fee-based contracts with Antero Resources Corp. and Mountaineer Keystone LLC. The cash flows also benefit from minimum volume commitments, which mitigate the risk of lower volumes during the lower commodity price environment. Mountaineer is unrated and in S&P's view adds a level of counterparty risk. The improvement in Stonewall's financial risk profile to significant from aggressive reflects S&P's expectation of adjusted leverage in the 3x range. S&P's base-case forecast assumes capital spending of roughly $50 million and adjusted EBITDA of about $70 million. Pro forma for the debt repayment, there is roughly $260 million of debt outstanding. S&P projects Antero's volumes to account for roughly 85% of total volumes in 2016 and expect Mountaineer will make up the majority of the remaining volumes, which, if completely curtailed and not replaced, could result in adjusted leverage increasing between 0.5x and 1x from S&P's expectations. The stable rating outlook reflects S&P's view the company will continue to focus on adding additional shipper commitments while maintaining adequate liquidity and adjusted leverage of about 3x. S&P could lower the rating if operational issues pressure volumes such that liquidity becomes constrained or anchor shippers experience liquidity issues such that they are unable to meet their contractual agreements and if those volumes are not successfully remarketed. Higher ratings are unlikely given the small scale and limited customer diversity across the system. S&P could consider raising the rating if the scale of the pipeline notably improves while maintaining adjusted leverage below. SUNEDISON INC: Inks Amendment No. 2 to $300-Mil. DIP Financing -------------------------------------------------------------- SunEdison, Inc., received final Bankruptcy Court approval of debtor-in-possession (DIP) financing in the form of new capital totaling up to $300 million provided by a consortium of first and second lien lenders. SunEdison, Inc., obtained certain amendments to the Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of April 26, 2016, entered into by and among the Company, the lenders from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent, and the letter of credit issuers and other financial institutions and entities party thereto from time to time. The amendments are reflected in Amendment No. 2 to Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of June 9, 2016, among the Company, the DIP Lenders party thereto and the DIP Agent. A copy of Amendment No. 2 is available at https://is.gd/Fi6qSH The DIP Amendment modifies certain provisions in the DIP Credit Agreement relating to, among other things: (a) the Tranche A and Tranche B roll-up loans; (b) delivery of financial statements and certain other reporting obligations; (c) guaranty and collateral matters; (d) certain milestones relating to the Company's restructuring efforts: -- On or before June 22, 2016, the Required Lenders shall have approved either (x) the comprehensive business plan or (y) the alternate controlled liquidation budget delivered, and upon approval thereof, the related corresponding 13-week forecast delivered will become, with the consent of the Required Lenders, the "Budget" then in effect until a replacement or modified Budget goes into effect. -- On or before 120 days after the Petition Date, Debtors to file an Acceptable Plan and related disclosure statement. -- On or before 50 days after filing of an Acceptable Plan and related disclosure statement, entry of an order, in form and substance satisfactory to the Required Lenders, approving the disclosure statement. -- On or before 50 days after approval of the disclosure statement with respect to an Acceptable Plan, entry of an order, in form and substance satisfactory to the Required Lenders approving the Acceptable Plan; (e) the minimum cash amount financial covenant: Among others, the Borrower covenants with the Lenders not to permit the Cash Amount for any Business Day occurring in any calendar week to be less than the amount set forth opposite such calendar week in the table: Period Calendar Week Cash Amount ------ ------------- ----------- I Calendar week ending Budgeted Cash Amount for such April 29, 2016 calendar week less $10,000,000 II Calendar week ending $5,000,000 May 6, 2016 and each calendar week thereafter until and including the calendar week in which the Delayed Draw Borrowing Date occurs III Each calendar The greater of (i) $30,000,000 week thereafter and (ii) the lesser of (x) the Budgeted Cash Amount for such calendar week less $10,000,000 and (y) the Budgeted Cash Amount for the immediately preceding calendar week less $10,000,000. (f) asset sales, including designated assets that constitute permitted dispositions under the DIP Credit Agreement. In connection with the DIP Amendment, the requisite DIP Lenders also approved an updated 13-week budget. The DIP Amendment reduced the interest rate applicable to Tranche A roll-up loans relating to amounts drawn under letters of credit under the Prepetition First Lien Credit Agreement prior to the commencement of the Chapter 11 Case on April 21, 2016. The Tranche A-1 Roll-Up Loans will bear interest: (i) at a base rate plus 2.75% per annum or (ii) at a reserve-adjusted eurocurrency rate plus 3.75%. The reserve adjusted eurocurrency rate shall include a 1.0% "LIBOR floor." The DIP Credit Agreement was also modified to provide for a reduction of the amount of interest payable with respect to Tranche B Roll-Up Loans, based on (x) the reduced amount of interest payable with respect to Tranche A-1 Roll-Up Loans and (y) a reduction to the restructuring fee payable to the financial advisor for the official committee of unsecured creditors in the Chapter 11 Case. On June 9, 2016, the Bankruptcy Court entered a final order authorizing the DIP Credit Agreement, including (a) the borrowing of up to $300.0 million of new money term loans, of which $90.0 million was previously authorized and borrowed, (b) the refinancing and/or roll-up of all outstanding amounts under that certain Credit Agreement, dated as of February 28, 2014, as amended, among the Company, the lenders and letter of credit issuers party thereto from time to time and Wells Fargo Bank, National Association, as administrative agent, and (c) the incurrence of Tranche B roll-up loans in an aggregate principal amount not to exceed $350.0 million, representing the cancellation and replacement of a portion of the aggregate outstanding principal amount of (i) loans under that certain Second Lien Credit Agreement, dated as of January 11, 2016, as amended, among the Company, the lenders party thereto from time to time, Wilmington Savings Fund Society, FSB as administrative agent, and (ii) the 5.00% guaranteed convertible senior secured notes due 2018, issued by the Company on January 11, 2016. After entry of the Final DIP Order, the Company borrowed $210.0 million of New Money Loans, which were funded by the DIP Lenders in accordance with the DIP Credit Agreement. In addition, the Company entered into an Amendment to Second Lien Credit Agreement, dated as of June 9, 2016, with the Prepetition Second Lien Lenders party thereto and the Prepetition Second Lien Agent. The Prepetition Second Lien Amendment addresses certain changes in connection with the issuance of the Tranche B Roll-Up Loans. A copy of the Amendment is available at https://is.gd/RPE6J2 The previous iteration of the DIP Agreement provides for these Letter of Credit lenders and the applicable percentages of the funding they would commit: L/C Lender Applicable Percentage ---------- --------------------- Goldman Sachs Bank USA 10.000000000% Deutsche Bank AG New York Branch 13.333333333% Wells Fargo Bank, National Association 6.666666667% MIHI LLC 6.666666667% Citicorp North America Inc. 3.333333333% Barclays Bank PLC 10.000000000% KeyBank National Association 6.666666667% Royal Bank of Canada 8.000000000% Morgan Stanley Senior Funding, Inc. 10.000000000% Credit Suisse AG, Cayman Islands Branch 6.666666667% BBVA Compass 6.666666667% Bank of America, N.A. 8.000000000% Deutsche Bank AG Cayman Islands 4.000000000% ---------- --------------------- TOTAL 100% This disclosure was removed in Amendment No. 2 to the Senior Secured Superpriority Debtor-in-Possession Credit Agreement. About SunEdison, Inc. SunEdison, Inc., (OTC PINK: SUNEQ) 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. TANDOORI AT TRANSIT: Taps Jerome Bryk & Associates as Accountant ---------------------------------------------------------------- Tandoori at Transit, Inc. and Ravi Sabharwal seek approval from the U.S. Bankruptcy Court for the Western District of New York to hire Jerome Bryk & Associates as their accountant. The services to be provided by the firm include: (a) assisting the Debtors in preparing their monthly operating reports; (b) assisting the Debtors in preparing periodic financial projections; (c) providing bookkeeping and accounting services for the Debtors; (d) assisting the Debtors with strategic and tax planning; (e) providing general tax, financial and accounting services; and (f) preparing business and personal tax returns for the Debtors. The firm will receive a flat fee of $420 per month for its services. Jerome Bryk, an accountant and principal at Jerome Bryk & Associates, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. He may be reached at: Jerome Bryk Jerome E Bryk & Associates 823 Englewood Ave Buffalo, NY 14223 Tel: 716-833-9604 The Debtors can be reached through their counsel: Daniel F. Brown, Esq. Andreozzi, Bluestein, Weber, Brown, LLP 9145 Main Street Clarence, New York 14031 Direct Dial: (716) 235-5030 Office Number: (716) 633-3200, Ext. 318 Facsimile: (716) 633-0301 Email: dfb@andreozzibluestein.com About Tandoori at Transit Tandoori at Transit, Inc. is based in Williamsville, New York, and operates a restaurant and banquet hall facilities serving Royal Indian cuisine. It sought Chapter 11 protection (Bankr. W.D. N.Y. Case No. 16-10413) on March 7, 2016. Ravi Sabharwal, vice-president of Tandoori at Transit, sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 16-10362) on February 29, 2016. His wife, Rita Sabharwal, owns 100 percent of the stock and is the chief executive officer of Tandoori at Transit. On March 28, 2016, the court ordered the joint administration of the cases. The Debtors are represented by Daniel F. Brown, Esq., at Andreozzi, Bluestein, Weber, Brown, LLP. At the time of filing, Tandoori at Transit estimated $50,000 to $100,000 in assets and $1 million to $10 million in debts. TANDOORI AT TRANSIT: Taps Shaw & Shaw as Special Counsel -------------------------------------------------------- Tandoori at Transit, Inc. and Ravi Sabharwal seek approval from the U.S. Bankruptcy Court for the Western District of New York to hire Shaw & Shaw, P.C. as special counsel. Shaw & Shaw will represent Tandoori at Transit in all matters related to the New York State Liquor Authority. Tandoori at Transit's issues with the agency have not yet been fully resolved and it is anticipated that those issues will be ongoing for at least the next few months, according to court filings. Shaw & Shaw typically bills for its services on a flat fee basis. Tandoori at Transit proposes to pay an additional post-petition retainer in the amount of $2,500 to the firm, which has earlier received $950 as a pre-condition to its representing the Debtor. Jacob Piorkowski, Esq., an associate at Shaw & Shaw, 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: Jacob A. Piorkowski Shaw & Shaw, P.C. 4819 South Park Avenue Hamburg, New York 14075 716-648-3020 jpiorkowski@shawlawpc.com About Tandoori at Transit Tandoori at Transit, Inc. is based in Williamsville, New York, and operates a restaurant and banquet hall facilities serving Royal Indian cuisine. It sought Chapter 11 protection (Bankr. W.D. N.Y. Case No. 16-10413) on March 7, 2016. Ravi Sabharwal, vice-president of Tandoori at Transit, sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 16-10362) on February 29, 2016. His wife, Rita Sabharwal, owns 100 percent of the stock and is the chief executive officer of Tandoori at Transit. On March 28, 2016, the court ordered the joint administration of the cases. The Debtors are represented by Daniel F. Brown, Esq., at Andreozzi, Bluestein, Weber, Brown, LLP. At the time of filing, Tandoori at Transit estimated $50,000 to $100,000 in assets and $1 million to $10 million in debts. TAUREN EXPLORATION: Hires Broyles as Counsel -------------------------------------------- Tauren Exploration, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Frank L. Broyles, Esq. as counsel to the Debtor. Tauren Exploration requires Broyles to: i. review various documents from the books and records of DIP and its creditors and other books and records in the possession of others related to this Case; ii. draft and file typical motions including an application to employ Broyles as counsel; iii. draft and file appropriate motions with respect to compensation of professional persons, including Broyles; iv. provide legal advice to the DIP with respect to its duties and powers; v. assist the DIP in its investigation of its assets, liabilities, and financial condition of the DIP, the DIP's business, and any other matter relevant to the Bankruptcy Case or to the formulation of a plan or plans of reorganization; vi. file original and/or amended schedules and statements of financial affairs; vii. assist the DIP in the formulation of a plan or plans of reorganization, including, if necessary, attending and assisting in negotiation sessions, discussions and meetings with its creditors; viii. assist the Debtor in the possible sale of its assets pursuant to Section 363 of the bankruptcy code; ix. assist the Debtor in requesting the appointment of other professional persons, should such action be necessary; and x. represent the Debtor at all necessary hearings, including but not limited to motions, trials, rejection and acceptance of executory contract hearings, and disclosure statement and plan confirmation hearings. Broyles will be paid at these hourly rates: Frank L. Broyles $425 Prior to Debtor's filing of the Chapter 11 petition, its owner, Calvin A. Wallen, advanced $9,750.00 to Broyles plus $1,717 filing fee. Prior to filing the Chapter 11 case, Broyles withdrew from his IOLTA Account the sum of $4,717.00 for use as follows: $3,000 for prepetition representation and $1,717 for the Chapter 11 filing fee. $6,750 remains in Broyles' IOLTA account to pay for post-petition representation. Broyles will also be reimbursed for reasonable out-of-pocket expenses incurred. Frank L. Broyles, Esq., 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. Broyles can be reached at: Frank L. Broyles, Esq. 222 W. Las Colinas Blvd. 1650 East Twr. Irving, TX 75039 Tel: (972) 401-4141 E-mail: frank.broyles@utexas.edu About Tauren Exploration Tauren Exploration, Inc. filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-32188) on June 3, 2016. TELKONET INC: Taps Laurel Hill to Solicit Proxies ------------------------------------------------- Telkonet, Inc., entered into a letter agreement on June 15, 2016, with Laurel Hill Advisory Group, LLC, an independent corporate advisory firm, to solicit proxies on behalf of the Company in connection with the Company's annual meeting of shareholders, which is to be held on June 27, 2016, as disclosed in a regulatory filing with the Securities and Exchange Commission. Pursuant to the Letter Agreement, Laurel Hill will assist the Company with an efficient solicitation process to best maximize shareholder response in connection with the Company's annual meeting of shareholders. For shareholder inquiries, please contact Laurel Hill directly at (888) 742-1305. About Telkonet Milwaukee, Wisconsin-based Telkonet, Inc., is a clean technology company that develops and manufactures proprietary energy efficiency and smart grid networking technology. Telkonet reported a net loss attributable to common stockholders of $207,357 on $15.08 million of total net revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $95,403 on $14.79 million of total net revenues for the year ended Dec. 31, 2014. As of March 31, 2016, Telkonet had $11.42 million in total assets, $5.40 million in total liabilities and $6.01 million in total stockholders' equity. TERVITA CORP: Moody's Changes PDR to 'Ca-PD/LD' ----------------------------------------------- Moody's Investors Service assigned a limited default (LD) designation to Tervita Corporation's Ca-PD probability of default rating (PDR), changing the Probability of Default rating to Ca-PD/LD from Ca-PD. This action follows the company's announcement that it did not make the interest payment due on its 11.875% US$308 million senior subordinated notes (unrated) due 2018 following the expiration of the 30-day grace period with respect to its May 16, 2016 scheduled payment date. Tervita's other ratings are unchanged and the outlook remains negative. "Moody's assigned a limited default designation to Tervita's PDR because the missed interest payment is deemed an event of default," said Terry Marshall, Moody's Senior Vice President. RATINGS RATIONALE On June 16, Tervita announced that it had entered into an agreement with approximately 96% of the holders of the senior subordinated notes to forbear declaring the notes due and payable until September 15, 2016. Tervita also entered into agreements with its revolver and term loan lenders to waive any defaults under those agreements that may arise by not making the May interest payment due to the senior subordinated noteholders. Moody's treats the missed interest payment on the senior notes beyond the 30-day grace period as a Default, even if foreborne. Tervita's Ca CFR reflects Moody's view that the company will likely restructure its debt in the near term to improve its credit metrics. The rating also reflects high expected leverage (above 20x in 2016 and 2017) and weak EBITDA to interest coverage (around 0.5x in 2016 and 2017) driven by very high debt levels and the slowdown in the oil and gas sector. Tervita's EBITDA has fallen substantially due to its exposure to oil prices, production volumes, and drilling/completion activities which have all declined during this downturn. Tervita's capital structure is untenable without significant earnings growth or debt reduction, which Moody's views as unlikely given our commodity price estimates. Moody's said, "Tervita's liquidity is weak. At December 31, 2015 and pro forma for the settlement of the foreign exchange derivatives in early 2016, Tervita had C$505 million of cash and C$242 million available, after C$108 million of letters of credit, under its C$350 million revolving credit facility that matures in February 2018. The revolving credit and term loan lenders have agreed to waive any defaults under those agreements that may arise by not making the May interest payment. We expect the company will have about C$275 million of negative cash flow from January 1, 2016 to March 31, 2017 which will be funded with cash. Alternative liquidity is limited given that all North American assets are pledged to the secured lenders. Tervita has no material debt maturities until 2018 when most its debt comes due." Moody's added, "In accordance with our Loss Given Default (LGD) Methodology, the C$350 million senior secured first lien revolver is rated B3, four notches above the Ca CFR. The US$300 million senior secured term loan, US$650 million senior secured notes, and C$200 million senior secured notes, which rank pari passu, are rated Caa3, one notch above the Ca CFR, reflecting the loss absorption cushion provided by the lower ranking unsecured notes and US$308 million subordinated notes. The US$335 million and US$290 million senior unsecured notes are rated C, one notch below the CFR." The negative outlook reflects Moody's view of a near term capital restructuring, deteriorating credit metrics and a covenant breach in 2016. The ratings could be downgraded if Tervita files for creditor protection or undertakes a debt restructuring. The ratings could be upgraded if EBITDA to interest rises towards 1.0x while maintaining adequate liquidity. Tervita is a privately-owned Calgary, Alberta-based oilfield waste management service provider. TGI FRIDAY'S: S&P Affirms B+ CCR on Almost Done Financing Strategy ------------------------------------------------------------------ S&P Global Ratings affirmed its ratings, including the 'B+' corporate credit rating, on the Dallas, Texas-based casual dining franchisor and operator TGI Friday's Inc. The rating outlook remains stable. At the same time, S&P affirmed the 'BB-' issue-level rating on the company's first-lien credit facility. The recovery rating is '2'indicating S&P's expectation of substantial recovery for lenders in the event of a payment default at the lower end of the 70% to 90% range. "The affirmation of our corporate credit rating reflects our view that the near completion of TGI Friday's refranchising of company-owned restaurants will provide more stable operating performance and cash flow generation," said credit analyst Mathew Christy. "Although the shift of the business model toward a franchise model is positive, the company's operating scale is smaller relative to other restaurant operators and franchisors and we expect limited improvement in credit metrics given meaningful debt balances and the presence of a the private equity sponsor." S&P's rating outlook is stable. S&P believes operating performance for TGIF will remain relatively stable following the franchising of more than 90% of the company's restaurants and anticipation that the company will franchise 99% of its restaurant base by 2017. S&P also believes credit metrics will remain relatively stable, including adjusted debt to EBITDA in the low- to mid-4x range. Downside scenario S&P could lower the rating if it believes the company will sustain total adjusted debt to EBITDA leverage above 5x. This could occur as a result of a weaker-than-anticipated operating performance or a debt-financed dividend to the private equity sponsors. S&P estimates EBITDA would need to decline more than 25%, a result of restaurant closures and poor franchise management, assuming debt levels remain stable, which S&P considers unlikely in its base-case given the company's more stable earnings stream from franchised restaurants and expected cash flow from the sale of restaurants to franchisees. A downgrade is more likely to result from, in S&P's opinion, a debt-financed dividend to the private equity sponsors such that debt increases by $60 million or more. Upside scenario Although unlikely in the near term, S&P could consider a positive rating action if the company grows EBITDA and repays debt such that leverage sustains below 4.0x and the lower leverage is supported by a stable financial policy. This could occur if growth in franchised restaurants results in adjusted EBITDA increasing nearly 10% from S&P's 2016 estimates, assuming debt remains stable. S&P could also consider a higher rating if the company uses proceeds from franchise sales and free operating cash flow to pay down debt by $30 million or more and the lower debt levels were supported by financial policy. Under this scenario S&P would revise the financial risk profile to significant. TIBCO SOFTWARE: Bank Debt Trades at 8% Off ------------------------------------------ Participations in a syndicated loan under which TIBCO Software is a borrower traded in the secondary market at 92.25 cents-on-the-dollar during the week ended Friday, June 10, 2016, according to data compiled by LSTA/Thomson Reuters MTM Pricing. This represents an increase of 0.69 percentage points from the previous week. TIBCO Software pays 550 basis points above LIBOR to borrow under the $1.65 billion facility. The bank loan matures on Nov. 18, 2020 and carries Moody's B1 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 247 widely quoted syndicated loans with five or more bids in secondary trading for the week ended June 10. TOYS R US: Fitch Affirms 'CCC' IDR on Post-Refinancing Announcement ------------------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Rating (IDRs) for Toys 'R' Us, Inc. (Toys, or the Holdco), Toys 'R' Us - Delaware, Inc., Toys 'R' Us Property Co. II, LLC, and Toys 'R' Us Property Co. I, LLC, post the company's announcement of plans to refinance up to 83% of the $850 million of Holdco notes due in 2017 and 2018. Fitch does not view the proposed exchange as a distressed exchange given the higher coupon and credit enhancements via a series of internal corporate reorganization transactions that provide support to the new secured notes (up to $575 million) from international subsidiaries, despite the 2018 tendered notes receiving 90% of par. The 10.375% $450 million senior unsecured notes due 2017 and 7.375% $450 million senior unsecured notes due 2018, currently rated 'CC/RR6', have been placed on Rating Watch Negative, as any remaining stub could be notched down to 'C/RR6' given further subordination in the capital structure. Fitch would assign ratings to the new secured notes upon completion of the transaction on further information and debt documentation. KEY RATING DRIVERS Refinancing Would Address HoldCo Notes Toys has announced an offer to exchange most of its 10.375% $450 million senior unsecured notes due 2017 and 7.375% $400 million senior unsecured notes due 2018. The notes will be financed with up to $525 million of 12% senior secured notes due 2021 and $150 million in cash, with $50 million of cash coming from an existing bondholder in exchange for $50 million of the new secured notes (for a total of up to $575 million of new notes). The 2017 notes will be exchanged at par and the 2018 notes will be exchanged at 90% of par. The company is targeting an exchange of up to $400 million of the $450 million notes due 2017, of which $250 million will be exchanged for new notes and $150 million will be paid down with cash ($100 million from Toys and $50 million through an existing bondholder purchasing new debt). Assuming $400 million of the 2017 notes is refinanced, Toys could exchange $306 million of 2018 notes for $275 million of new notes. If the transaction is completed as expected, the company would have $50 million of 2017 notes and $94 million of the 2018 remaining at the HoldCo level, which would be paid off with cash or further exchange offers. The new secured notes will be issued via a newly formed entity 'ExchangeCo' and will be primarily secured by a pledge of a specified percentage of stock in certain international subsidiaries. The stock of entities pledged to the GBP138 million European ABL due 2020 on a first-lien basis will be pledged to the new notes on a second-lien basis. While this exchange offer addresses the two HoldCo maturities and is viewed as a credit positive, Toys would still need to refinance the 8.5% $725 million senior secured notes due in 2017 that were issued by PropCo II. EBITDA Expected To Cross $800MM Given Recent Improvements EBITDA (Fitch calculated) improved to $753 million in 2015 from $597 million in 2014 and $517 million in 2013, given modestly positive comps of 0.9% and flat gross margin in 2015. In addition, the company has reduced SG&A by almost $350 million over the last two years. Fitch expects Toys could cross $800 million in EBITDA by 2017, assuming flat-to-modestly positive comps, relatively flat gross margin and some further reduction in SG&A expense. Fitch assumes Toys needs to invest further to improve its price perception and build out its omnichannel infrastructure. Toys' domestic (including Canada) e-commerce penetration at approximately 14% remains well below industry levels for various toy segments. Long-Term Headwinds An improved traditional toy market appears to have lifted holiday 2015 sales, with Toys reporting 2% consolidated same-store sales for November/December, the first positive same-store sales in more than five years. However, competitive intensity - including channel shifts to discount and e-commerce formats, secular issues given low birth rates in developed markets, and digitalization of gaming products -- is still expected to pressure Toys' top line. Fitch therefore expect same-store sales to remain flat to modestly negative over the longer term. Aggressive Investment Needed to Protect Market Share In Fitch's view Toys needs to invest aggressively in its omnichannel capabilities to help protect its market share given the rapid growth in online sales led by Amazon. Its current online penetration, at approximately 14% and 7% of domestic (including Canada) and rest of world revenue in 2015, respectively, lags the overall industry, especially in its core categories, such as Baby and Core Toys, where Fitch estimates online penetration is in the low- to mid-20% range domestically. The company is in the process of taking its e-commerce business back in-house in order to provide more focus and have better results. Even if online sales resume low- to mid-teens growth, thereby adding 100 bps-150 bps to overall same-store sales, it may not be adequate to offset negative same-store sales trends at the store level. KEY ASSUMPTIONS -- Fitch assumes slightly flat to modestly positive comparable store sales (comps) over the next 24 months, based on flat domestic comps and modestly positive international comps. -- EBITDA is expected to grow modestly over the next two years, potentially crossing $800 million in 2017, on flattish gross margins and SG&A reductions. -- Free cash flow (FCF), which was breakeven in 2015, could improve to $100 million in 2016, absent any swings in working capital. -- Leverage could improve from 7x in 2015 toward the low-6x range by 2018. RATING SENSITIVITIES Positive: Positive rating action could result if there is sustainable improvement in Toys' domestic same-store sales and online traffic - which indicates stable and/or improved market share - and meaningful cost restructuring. Toys would need to sustain EBITDA at a level where it can comfortably meet its obligations of interest expense, capex and taxes; fund any working capital swings; and manage refinancing of upcoming debt maturities on a timely basis. Negative: A negative rating action could result if comp trends in the U.S. and international businesses revert to mid-single-digit declines and/or gross margins decline meaningfully without any offset from cost reductions. This would indicate more severe market share losses and lead to tighter liquidity than Fitch's current expectation over the next 18-24 months. In addition, Toys' inability to extend or refinance upcoming maturities as contemplated would also be a rating concern. LIQUIDITY The company had liquidity of $1.6 billion comprising $680 million in cash and $884 million in availability under the $1.85 billion ABL as of Jan. 30, 2016. FCF, which was breakeven in 2015, could improve to $100 million in 2016, absent any swings in working capital. Excess availability under its domestic asset-backed loan (ABL) revolver during the peak working capital season in 2016 is expected to be comparable to the $780 million in 2015. ISSUE RATINGS BASED ON RECOVERY ANALYSIS For issuers with IDRs at 'B+' and below, Fitch performs a recovery analysis for each class of obligations. Issue ratings are derived from the IDR and the relevant Recovery Rating (RR) and notching based on expected recoveries in a distressed scenario for each of the company's debt issues and loans. Toys' debt is at three types of entities: operating companies (OpCo); property companies (PropCo); and HoldCo, with a structure summary as follows below: Toys 'R' Us, Inc. (HoldCo) (I) Toys 'R' Us-Delaware, Inc. (Toys-Delaware) is a subsidiary of HoldCo. (a) Toys 'R' Us Canada (Toys-Canada) is a subsidiary of Toys-Delaware. (b) Toys 'R' Us Property Co. II, LLC (PropCo II) is a subsidiary of Toys-Delaware. (II) Toys 'R' Us Property Co. I, LLC (PropCo I) is a subsidiary of HoldCo. OpCo Debt Fitch takes the higher of liquidation value or enterprise value (based on 5.0x-5.5x multiple applied to the stressed EBITDA) at the OpCo levels - Toys-Delaware and Toys-Canada. The 5.0x-5.5x is consistent with the low end of the 10-year valuation for the public retail space and Fitch's average distressed multiple across the retail portfolio. The stressed enterprise value (EV) is adjusted for 10% administrative claims. Toys-Canada Toys has a $1.85 billion ABL revolver with Toys-Delaware as the lead borrower, and this contains a $200 million subfacility in favor of Canadian borrowers. Any assets of the Canadian borrower and its subsidiaries secure only the Canadian liabilities (including the Canadian portion of the FILO term loan). The $200 million subfacility is more than adequately covered by the EV calculated based on stressed EBITDA at the Canadian subsidiary. Therefore, the fully recovered subfacility is reflected in the recovery of the consolidated $1.85 billion revolver discussed below. The residual value of approximately $200 million is applied toward the ABL revolving facility and term loan. Toys-Delaware At the Toys-Delaware level, recovery on the various debt tranches is based on the: liquidation value of the domestic assets at the Toys-Delaware level, estimated at over $1.5 billion; estimated value for Toys' trademarks and IP assets, which are held at Geoffrey, LLC as a wholly owned subsidiary of Toys-Delaware; equity residual from Toys-Canada; and the benefit to the B-4 term loan from an unsecured guarantee from the indirect parent of PropCo I. The $1.85 billion revolver is secured by a first lien on inventory and receivables of Toys-Delaware. In allocating an appropriate recovery, Fitch has considered the liquidation value of domestic inventory and receivables assumed at seasonal peak, at the end of the third quarter, and has applied advance rates of 75% and 80%, respectively. Fitch assumes $1.3 billion, or approximately 70%, of the facility commitment is drawn under the revolver. The facility is fully recovered and is therefore rated 'B/RR1'. The FILO term loan is secured by the same collateral as the $1.85 billion ABL facility and ranks second in repayment priority relative to the ABL. The FILO tranche is governed by the residual borrowing base within the ABL facility and benefits from a lien against 15% of the estimated value of real estate at Toys-Canada. The facility is rated 'B/RR1' based on outstanding recovery prospects (91%-100%) as it benefits from the excess liquidation value of domestic inventory and A/R and the recovery on the Canadian real estate. The $1.025 billion B-4 term loan benefits from the same credit support as the existing B-2 and B-3 term loans, which includes a first lien on all present and future IP, trademarks, copyrights, patents, websites and other intangible assets and a second lien on the ABL collateral. It also benefits from an unsecured guaranty by the indirect parent of PropCo I and is secured by a first-priority pledge on two-thirds of the Canadian subsidiary stock. After prorating the value of the IP assets (estimated at $350 million), the residual equity in Toys-Canada, and applying the benefit from the guaranty by the indirect parent of PropCo I, the B-4 term loan is expected to have good recovery prospects (51%-70%), and is therefore rated 'CCC+/RR3'. The $200 million in remaining B-2 and B-3 term loans are rated 'CCC/RR4' as they are expected to have average recovery prospects (31%-50%) mainly from their prorated claim against the IP assets. The $22 million 8.75% debentures due Sept. 1, 2021, have poor recovery prospects (0%-10%) and are therefore rated 'CC/RR6'. PropCo Debt At the PropCo levels - PropCo I, PropCo II and other international PropCos - LTM net operating income (NOI) is stressed at 20%. PropCo I and PropCo II are set up as bankruptcy-remote entities with a 20-year master lease through 2029 covering all the properties within the entities, which requires Toys-Delaware to pay all costs and expenses related to leasing these properties from these two entities. The ratings on the PropCo debt reflect a distressed capitalization rate of 12% applied to the stressed NOI of the properties to determine a going-concern valuation. The stressed rates reflect downtime and capital costs that would need to be incurred to re-tenant the space. Applying these assumptions to the $725 million 8.50% senior secured notes at PropCo II and the $923 million senior unsecured term loan facility at PropCo I results in recovery in excess of 90%. Therefore, these facilities are rated 'B/RR1'. The PropCo II notes are secured by 123 properties. The PropCo I unsecured term loan facility benefits from a negative pledge on all PropCo I real estate assets, which includes around 320 properties. Fitch typically limits the recovery rating on unsecured debt at 'RR2' or two notches above the IDR level (see Fitch's criteria 'Recovery Ratings and Notching Criteria for Non-Financial Corporate Issuers', dated April 5, 2016). However, in the few instances where the recovery waterfall suggests an 'RR1' rating and is supported by the structural and legal characteristics of the debt, unsecured debt may qualify for an 'RR1' rating. In addition, the rating also benefits from the structural consideration that Toys 'R' Us has limited capacity to secure debt using real estate given that there is a limitation on principal property of domestic subsidiaries at 10% of consolidated net tangible assets under the $400 million of 7.375% notes due 2018 issued by HoldCo. As described above, the residual value of the $300 million after fully recovering the $985 million term loan at PropCo I is applied towards the Delaware B-4 term loan via an unsecured guaranty by the indirect parent of PropCo I. FULL LIST OF RATING ACTIONS Fitch has affirmed these ratings: Toys 'R' Us, Inc. -- IDR at 'CCC'; Toys 'R' Us - Delaware, Inc. -- IDR at 'CCC'; -- Secured revolver at 'B/RR1'; -- Secured FILO term loan at 'B/RR1' -- Secured B-4 term loan at 'CCC+/RR3' -- Secured B-2 and B-3 term loans at CCC/RR4'; -- Senior unsecured notes at 'CC/RR6'. Toys 'R' Us Property Co. II, LLC -- IDR at 'CCC'; -- Senior secured notes at 'B/RR1'. Toys 'R' Us Property Co. I, LLC -- IDR at 'CCC'; -- Senior unsecured term Loan facility at 'B/RR1'. Fitch has placed these ratings on Rating Watch Negative: Toys 'R' Us, Inc. -- Senior unsecured notes at 'CC/RR6'. TUSCANY ENERGY: Obtains Bank Waiver Extension Until June 24 ----------------------------------------------------------- Further to its press release of April 29, 2016 in which Tuscany Energy Ltd. (TUS) on June 17 disclosed that it was in breach and had a received a temporary waiver of certain covenants under its demand credit facility, Tuscany has obtained a further waiver of the breaches to June 24 to allow it to continue to explore alternatives to remedy the breaches. As previously announced, Tuscany has undergone and continues to explore opportunities under a strategic review process which was commenced in December 2015. The process remains ongoing as Tuscany continues to explore potential transactions that will bring Tuscany onside with its credit facility covenants and allow it to continue as a going concern. Although the Company continues to attempt to identify such a transaction and remains in discussions with its lender to identify a long term solution to its liquidity and capital issues, Tuscany can provide no assurance that it will be successful in doing so. If unsuccessful, Tuscany's lender may demand repayment of the Company's credit facility and seek to enforce its security for repayment and have a receiver appointed over the Company's assets. Calgary-based Tuscany Energy Ltd. -- http://www.tuscanyenergy.com/ -- is a heavy oil development and production company with reserves, land holdings and production in Canada. The Company's principal focus is the exploitation of oil resources in Alberta and Saskatchewan through horizontal drilling. ULTRA PETROLEUM: Committee Taps Weil Gotshal as Legal Counsel ------------------------------------------------------------- The official committee of unsecured creditors of Ultra Petroleum Corp. and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Weil, Gotshal & Manges LLP as its legal counsel. The committee tapped the firm to: (a) give advice in connection with its powers and duties under U.S. bankruptcy law; (b) consult with the committee, the Debtors, and the U.S. trustee concerning the administration of the Debtors' Chapter 11 cases; (c) attend meetings and negotiate with the representatives of the Debtors and other parties; (d) investigate and analyze pre-bankruptcy acts of the Debtors; (e) analyze the assets, liabilities, and financial condition of the Debtors, the operation of their businesses, the desirability of the continuance of such businesses, proposals to restructure their operations and any matters relevant to the cases; (f) assist and advise the committee in connection with all relief sought by the Debtors; (g) assist and advise the committee in connection with any sale of the Debtors' assets; (h) assist and advise the committee in the review, analysis, and negotiation of any chapter 11 plan of reorganization or liquidation that may be filed; (i) take all necessary action to protect and preserve the interests of the committee, including investigation and possible prosecution of actions, negotiations concerning all litigation in which the Debtors are involved, and review and analysis of claims filed against the Debtors' estates; (j) prepare legal papers in support of positions taken by the committee; and (k) appear before the bankruptcy court, the appellate courts and the U.S. trustee. Weil intends to charge the committee for the firm's services at its normal hourly rates in effect at the time the services are rendered. The firm's current customary hourly rates are $900 to $1,350 for members and counsel, $490 to $885 for associates, and $210 to $350 for paraprofessionals. Aside from professional fees, the firm will also seek reimbursement for work-related expenses. Alfredo Perez, Esq., at Weil, disclosed in a court filing that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. In response to the request for additional information set forth in Paragraph D.1 of the Fee Guidelines, Weil disclosed that it did not agree to any variations from, or alternatives to, its standard and customary billing arrangements for the engagement. The firm also disclosed that it did not represent the committee prior to the Debtors' bankruptcy filing and that its corporate and litigation departments worked with JP Morgan Chase Bank, N.A., a committee member, in the past 12 months. The firm charged its regular rates for services provided. Weil further disclosed that it is discussing with the committee the priority tasks and a potential budget based on objectives of the committee and the actions taken by the Debtors. The firm's contact information is: Alfredo R. Perez Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153-0119 Tel: 212-310-8000 -- or -- Weil, Gotshal & Manges LLP 200 Crescent Court (Suite 300) Dallas, TX 75201-6950 Tel: 214-746-7700 About Ultra Petroleum Ultra Petroleum Corp. is an independent oil and gas company engaged in the development, production, operation, exploration and acquisition of oil and natural gas properties. Ultra Petroleum Corp. and its affiliates filed separate Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 16-32202 to 16-32209) on April 29, 2016. The Hon. Marvin Isgur presides over the cases. James H.M. Sprayregen, P.C., David R. Seligman, P.C., Michael B. Slade, Esq., Christopher T. Greco, Esq., and Gregory F. Pesce, Esq., at KIRKLAND & ELLIS LLP; and Patricia B. Tomasco, Esq., Matthew D. Cavenaugh, Esq., and Jennifer F. Wertz, Esq., at Jackson Walker, L.L.P., serve as counsel to the Debtors. Rothschild Inc. serves as the Debtors' investment banker; Petrie Partners serves as their investment banker; and Epiq Bankruptcy Solutions, LLC, serves as claims and noticing agent. Ultra Petroleum Corp. listed total assets of $1.28 billion and total liabilities of $3.91 billion as of March 31, 2016. The petitions were signed by Garland R. Shaw, chief financial officer. The Company's common stock commenced trading on the OTC Pink Marketplace under the symbol "UPLMQ" on May 3, 2016. The Office of the U.S. Trustee has appointed seven creditors of Ultra Petroleum Corp. to serve on the official committee of unsecured creditors. UNCLE MUNCHIES: Seeks to Hire Thomas W. Lally as Accountant ----------------------------------------------------------- Uncle Munchies, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Thomas W. Lally, CPA, P.C. as its accountant. The services to be provided by the firm include: (a) assisting Uncle Munchies with respect to its financial duties as a debtor-in-possession; (b) assisting the Debtor in developing a plan of reorganization and disclosure statement; (c) the preparation of all necessary operating reports and tax returns; (d) the preparation of financial forecasts, projections and liquidation analysis; (e) oversight of a sales tax audit by New York State; (f) providing assistance with financial models for creating its workout plan; and (g) attending court hearings and meetings with clients and other professionals when necessary. The firm will be paid on an hourly basis for its services. The hourly rate for partners is $180 while the hourly rate for staff accountants is $105. The firm has also agreed to provide certain bookkeeping services on flat fee basis each month of $500. Thomas Lally, CPA, 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: Thomas Lally Thomas W. Lally, CPA, P.C. 2120 5th Ave. Ronkonkoma, NY 11779 Tel: (631) 737-2080 Fax: (631) 737-0173 Email: tom@twlcpa.com About Uncle Munchies Uncle Munchies, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-72001) on May 4, 2016. VALEANT PHARMACEUTICALS: Shareholders Elect 11 Directors -------------------------------------------------------- Valeant Pharmaceuticals International, Inc., held its annual meeting of shareholders on June 14, 2016, at which the shareholders: (a) elected William A. Ackman, Dr. Frederic N. Eshelman, Stephen Fraidin, Robert D. Hale, Robert A. Ingram, Dr. Argeris (Jerry) N. Karabelas, Joseph C. Papa, Robert N. Power, Russel C. Robertson, Thomas W. Ross, Sr., and Amy B. Wechsler, M.D. as directors; (b) approved, on a non-binding advisory basis, the compensation of the Company's Named Executive Officers as disclosed in the Compensation Discussion and Analysis section, executive compensation tables and accompanying narrative discussions contained in the Management Proxy Circular and Proxy Statement; and (c) appointed PricewaterhouseCoopers LLP as the auditors for the Company to hold office until the close of the 2017 Annual Meeting of Shareholders and authorized the Company's Board of Directors to fix the auditors' remuneration. About Valeant Valeant Pharmaceuticals International, Inc. (NYSE/TSX:VRX) -- http://www.valeant.com/-- is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of dermatology, gastrointestinal disorder, eye health, neurology and branded generics. Valeant reported a net loss attributable to the Company of $291.7 million on $10.44 billion of revenues for the year ended Dec. 31, 2015, compared to net income attributable to the Company of $880.7 million on $8.20 billion of revenues for the year ended Dec. 31, 2014. As of March 31, 2016, Valeant had $49.01 billion in total assets, $43.24 billion in total liabilities and $5.77 billion in total equity. * * * Valeant carries a 'B2' Corporate Family Rating from Moody's Investors Service. As reported by the TCR on April 19, 2016, Standard & Poor's Ratings Services said that it has lowered its corporate credit ratings on Valeant Pharmaceuticals International Inc. to 'B' from 'B+' and placed both the corporate credit rating and the issue-level ratings on CreditWatch with developing implications. WAFERGEN BIO-SYSTEMS: Perkins Capital Holds 3.9% Stake as of May 31 ------------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Perkins Capital Management, Inc. reported that as of May 31, 2016, it beneficially owns 761,000 shares of common stock of Wafergen Bio-Systems, Inc., representing 3.9 percent of the shares outstanding. A copy of the regulatory filing is available for free at https://is.gd/b8ciEs About WaferGen Bio-systems Fremont, California-based WaferGen Bio-systems, Inc., engages in the development of systems for gene expression quantification, genotyping and stem cell research. Since 2008, the Company's primary focus has been on the development, manufacture and marketing of its SmartChip System, a genetic analysis platform used for profiling and validating molecular biomarkers in the life sciences and pharmaceutical drug discovery industries. WaferGen reported a net loss attributable to common stockholders of $19.99 million on $7.16 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $10.7 million on $6 million of total revenue for the year ended Dec. 31, 2014. As of March 31, 2016, Wafergen had $18.7 million in total assets, $7.11 million in total liabilities and $11.6 million in total stockholders' equity. WASHINGTON PROPERTIES: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Washington Properties, Inc. About Washington Properties Washington Properties, Inc. filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ohio Case No. 16-50883) on Apr. 18, 2016. The petition was signed by Michael R. Rose as president and CEO. The Debtor disclosed estimated assets of between $100,000 to $500,000 and estimated liabilities between $10 million and $50 million. Roderick Linton Belfance LLP serves as the Debtor's counsel. Hon. Alan M. Koschik presides over the case. WAVE SYSTEMS: Chapter 11 Trustee Hires Archer as Counsel -------------------------------------------------------- David W. Carickhoff, the Chapter 11 Trustee of Wave Systems Corp., seeks authority from the U.S. Bankruptcy Court for the District of Delaware to employ Archer & Greiner, P.C. as counsel to the Trustee, nunc pro tunc to May 20, 2016. The Trustee requires Archer to: (a) take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on the estate's behalf, the defense of any actions commenced against it, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the estate; (b) assist the Chapter 11 Trustee in administering this chapter 11 case; (c) assist the Chapter 11 Trustee with proposing and seeking confirmation of a chapter 11 plan of reorganization; (d) prepare on behalf of the Debtor's estate all necessary motions, applications, answers, orders, reports, and papers in connection with the administration and reorganization; and (e) perform all other necessary legal services in connection with this chapter 11 case. Archer will be paid at these hourly rates: Stephen M. Packman, Attorney $590.00 Jerrold S. Kulback, Attorney $455.00 Alan M. Root, Attorney $400.00 Jennifer L. Dering, Attorney $330.00 Douglas G. Leney, Attorney $345.00 Michelle N. Friedman, Paralegal $225.00 Archer will also be reimbursed for reasonable out-of-pocket expenses incurred. Stephen M. Packman, partner with the law firm of Archer & Greiner, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Archer can be reached at: Stephen M. Packman, Esq. ARCHER & GREINER, P.C. 300 Delaware Avenue, Suite 1100 Wilmington, DE 19801 Tel: (302) 777-4350 Fax: (302) 777-4352 About Wave Systems Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) -- http://www.wave.com/-- develops, produces and markets products for hardware-based digital security, including security applications and services that are complementary to and work with the specifications of the Trusted Computing Group, an industry standards organization comprised of computer and device manufacturers, software vendors and other computing products manufacturers. Wave Systems filed a Chapter 7 bankruptcy petition (Bankr. D. Del.) on Feb. 1, 2016. On May 16, 2016, the case was converted to a Chapter 11 proceeding (Case No. 16-10284). The case is assigned to Judge Kevin J. Carey. David W. Carickhoff, was appointed as Chapter 11 trustee. Mr. Carickhoff is represented by Alan Michael Root, Esq., at Archer & Greiner P.C. WAVE SYSTEMS: Chapter 11 Trustee Hires Giuliano as Accountants -------------------------------------------------------------- David W. Carickhoff, the Chapter 11 Trustee of Wave Systems Corp., seeks authority from the U.S. Bankruptcy Court for the District of Delaware to employ Giuliano Miller & Company, LLC as accountants and financial advisor to the Trustee, nunc pro tunc to May 20, 2016. The Trustee requires Giuliano to: (a) inventory the Debtor's books and records; (b) meeting with and advise the Chapter 11 Trustee and/or counsel on matters concerning case administration, as necessary; (c) assist the Chapter 11 Trustee with the business management of the Debtor; (d) perform any review, preparation, or audit of the Debtor's filed tax returns and prepare, if necessary, any additional filings with either the Internal Revenue Service or the relevant state authorities; (e) perform preference analyses and any other analyses as required by the Chapter 11 Trustee; (f) research, pursue and collect funds owed to the Debtor; (g) assist the Chapter 11 Trustee and his retained professionals in analyzing and challenging, as necessary, the claims filed against the Debtor's estate; (h) analyze and collect the Debtor's accounts receivables as requested by the Chapter 11 Trustee; (i) perform any accounting services as may be required for the Chapter 11 Trustee to administer this case; (j) perform any auditing and/or "forensic accounting" services as required for the Chapter 11 Trustee to administer this case; (k) assist the Chapter 11 Trustee in continuing to perform obligations required of administrator (as defined in Section 3 of the Employee Retirement Income Security Act of 1974) of any employee benefit plans of the debtor to the extent necessary; (l) assist the Chapter 11 Trustee and his retained professionals in connection with the proposal and confirmation of a chapter 11 plan of reorganization; and (m) render such other assistance as the Chapter 11 Trustee and/or his counsel may deem appropriate. Giuliano will be paid at these hourly rates: Senior Member $625 Manager $450-$475 Senior Staff $375-$395 Staff $250-$295 Paraprofessional $160-$180 Giuliano will also be reimbursed for reasonable out-of-pocket expenses incurred. Donna Miller, CPA and manager in the firm of Giuliano Miller & Company, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Giuliano can be reached at: Donna Miller, GIULIANO MILLER & COMPANY, LLC Berlin Business Park, 140 Bradford Drive West Berlin, NJ 08091 Tel: (856) 596-7000 About Wave Systems Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) -- http://www.wave.com/-- develops, produces and markets products for hardware-based digital security, including security applications and services that are complementary to and work with the specifications of the Trusted Computing Group, an industry standards organization comprised of computer and device manufacturers, software vendors and other computing products manufacturers. Wave Systems filed a Chapter 7 bankruptcy petition (Bankr. D. Del.) on Feb. 1, 2016. On May 16, 2016, the case was converted to a Chapter 11 proceeding (Case No. 16-10284). The case is assigned to Judge Kevin J. Carey. David W. Carickhoff, was appointed as Chapter 11 trustee. Mr. Carickhoff is represented by Alan Michael Root, Esq., at Archer & Greiner P.C. WEX INC: S&P Assigns 'BB-' Rating on Planned Term Loan B Facility ----------------------------------------------------------------- S&P Global Ratings said that it assigned its 'BB-' debt rating to Wex Inc.'s planned term loan B facility. S&P is also assigning a recovery rating of '3' to this loan, reflecting S&P's expectation for meaningful (50% to 70%; at the high end of the range) recovery in the event of a payment default. The size of the term loan B is being finalized, but S&P do not expect that the total revised credit facility's size will exceed an aggregate amount of $2.125 billion, as factored in S&P's analysis. The revised credit facility will also consist of a term loan A and a revolving credit facility, which are also rated 'BB-' with a recovery rating of '3'. The company will use the proceeds to repay the existing revolver and term loan A, while the existing $400 million 4.75% senior notes due 2023 will remain outstanding. It will use the balance of the proceeds to partially fund the purchase of Electronic Funds Source LLC (EFS). The proposed acquisition of EFS is expected to be accretive to WEX's adjusted earnings and will broaden the company's presence in the over-the-road fuel transaction processing services market in North America. On a pro forma basis, S&P expects leverage as measured by debt to EBITDA will increase to about 6.5x, but that it would decline to below 5x over the next 12 to 24 months as the company uses cash generated to repay debt. S&P's rating on WEX reflects risks associated with the company's growth strategy, integration risk, reliance on dividends and other contractual payments from WEX Bank, exposure to volatility in fuel prices, and the gradual erosion of the company's high merchant commissions. Offsetting factors include the company's strong market position in the fleet card market, enhanced by the EFS transaction, its high margins, well-managed credit risk, and a more diverse funding profile compared with other finance companies. RATINGS LIST WEX Inc. Counterparty Credit Rating BB-/Negative/-- New Rating WEX Inc. Senior Secured Term Loan A $500 mil. BB- Recovery Rating 3H Term Loan B $1,125 mil. BB- Recovery Rating 3H Rev Credit Fac $500 mil. BB- Recovery Rating 3H WHISTLER ENERGY: Hires Gardere Wynne as Bankruptcy Counsel ---------------------------------------------------------- Whistler Energy II, L.L.C., won interim approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Gardere Wynne Sewell, LLP as counsel to the Debtor, nunc pro tunc to May 25, 2016. If and only if a party-in-interest files an objection to the firm's employment, the Bankruptcy Court will hold a final hearing on July 13, 2016, at 2:00 p.m. in Court Room B-705, 500 Poydras Street, Hale Boggs Federal Building, New Orleans, Louisiana. If no party in interest objects, the Interim Order, dated June 14, will be final for approval of counsel. The Interim order does not approve the firm's hourly rates, and the Court specifically reserves its right to review the reasonableness of all fees, including the hourly rate and the time involved. Objections to the firm's employment are due July 6. Whistler Energy requires Gardere Wynne to: a. advise the Debtor of its powers and duties in the management of its property; b. attend meetings and negotiate with representatives of creditors and other parties in interest; c. assist the Debtor in the preparation of all administrative documents required to be filed or prepared herein, and to prepare, on behalf of the Debtor, all necessary applications, motions, answers, responses, orders, reports and other legal documents required; d. assist the Debtor in obtaining use of cash collateral, or agreements for Debtor-in-possession financing, and seeking Court approval of any such use or financing; e. take such action as is necessary to preserve and protect the Debtor assets and interests therein, including prosecution of actions on the Debtor's behalf, defending any action commenced against the Debtor's, and representing the Debtor's interests in negotiations concerning all litigation in which the Debtor is involved, including objections to claims filed against the estate; f. advise the Debtor in connection with any potential sale or assignment of assets including executory contracts; g. assist the Debtor in the formulation of a disclosure statement and in the formulation, confirmation, and consummation of a plan of liquidation or reorganization; h. appear before the Court, any appellate courts and the United States Trustee and protect the interests of the Debtor's estate before such courts and the United States Trustee; and i. perform any and all other legal services that may be necessary to protect the rights and interests of the Debtor in the chapter 11 case and any actions hereafter commenced in the chapter 11 case. Gardere Wynne will be paid at these hourly rates: John Melko $700 Sharon Beausoleil $450 Michael Riordan $385 Partners $400-$875 Associates $285-$480 Paraprofessionals $180-$290 As compensation for services relating to restructuring and the chapter 11 case prior to entry of the order for relief, the Debtor made the following retainer deposits with Gardere Wynne: April 13, 2016 $150,000.00 May 20, 2016 $150,000.00 ----------- $300,000.00 On May 18, 2016, Gardere Wynne applied $145,591.86 of the first deposit against: (1) its invoice for April time and expense, and (2) a mid-month invoice for time and expense in the first half of May. On May 23, 2016, Gardere Wynne applied an additional $95,000 to an estimated invoice to cover fees and expenses up to entry of the order for relief. Due to the delay in all parties consenting to entry of the order for relief, that estimate was approximately $11,000 short. Gardere Wynne will write off the outstanding balance as of the date the order for relief was entered. Gardere Wynne will also be reimbursed for reasonable out-of-pocket expenses incurred. John P. Melko, partner in the law firm of Gardere Wynne Sewell, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Gardere Wynn can be reached at: John P. Melko, Esq. Michael K. Riordan, Esq. Sharon Beausoleil, Esq. GARDERE WYNNE SEWELL LLP 1000 Louisiana Street, Suite 2000 Houston, TX 77002 Tel: (713) 276-5500 E-mail: jmelko@gardere.com mriordan@gardere.com Sbeausoleil@gardere.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 Whistler Energy II, LLC -- http://www.whistlerenergy.com/-- a privately owned Houston, Texas-based oil and gas company (Bankr. E.D. La. Case No. 16-10661) on March 24, 2016. On March 25, 2016, the Court entered an Order for Relief, placing the Company in Chapter 11 bankruptcy. 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. The Debtor has employed Paul J. Goodwine, Esq., at LOOPER GOODWINE, P.C., and John P. Melko, Esq., Sharon Beausoleil, Esq., and Michael K. Riordan, Esq., at GARDERE WYNNE SEWELL LLP, as counsel. UpShot Services LLC serves as claims and noticing agent of the Debtors. An official committee of unsecured creditors has been appointed in the case. WHISTLER ENERGY: Hires Looper Goodwine as Special Counsel --------------------------------------------------------- Whistler Energy II, L.L.C., won interim approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Looper Goodwine, PC as special counsel to the Debtor, nunc pro tunc to May 25, 2016. If and only if a party-in-interest files an objection to the firm's employment, the Bankruptcy Court will hold a final hearing on July 13, 2016, at 2:00 p.m. in Court Room B-705, 500 Poydras Street, Hale Boggs Federal Building, New Orleans, Louisiana. If no party in interest objects, the Interim Order, dated June 14, will be final for approval of counsel. The Interim order does not approve the firm's hourly rates, and the Court specifically reserves its right to review the reasonableness of all fees, including the hourly rate and the time involved. Objections to the firm's employment are due July 6. Whistler Energy requires Looper Goodwine to provide the Debtor with advice and consultation regarding: (i) the Regulatory Agencies and related regulatory matters; (ii) specific Louisiana legal issues related to same and related to oil and gas operations in the Gulf of Mexico; and (iii) daily oil and gas business issues. The firm will also assist the Debtor's other professionals in areas for which it has institutional knowledge and experience. Looper Goodwine will be paid at these hourly rates: Paul J. Goodwine $485.00 Taylor P. Mouledoux $385.00 Taylor P. Gay $335.00 On May 20, 2016, the Debtor paid Looper Goodwine $60,000.00 as a reserve to pay pre-Order for Relief fees with any remainder to be held in trust as a retainer. On May 20, 2016, Looper Goodwine, with authority from the Debtor, paid itself $59,523.00 from the reserve for all then outstanding fees owed prior to entry of the Order for Relief. As a consequence, Looper Goodwine presently has a retainer of $477.00. Looper Goodwine will also be reimbursed for reasonable out-of-pocket expenses incurred. Paul J. Goodwine, shareholder in the law firm of Looper Goodwine, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Looper Goodwine can be reached at: Paul J. Goodwine, Esq. Taylor P. Mouledoux, Esq. Taylor P. Gay, Esq. LOOPER GOODWINE, P.C. 650 Poydras Street, Suite 2400 New Orleans, LA 70130 Tel: (504) 503-1500 Fax: (504) 503-1501 E-mail: pgoodwine@loopergoodwine.com tgay@loopergoodwine.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 Whistler Energy II, LLC -- http://www.whistlerenergy.com/-- a privately owned Houston, Texas-based oil and gas company (Bankr. E.D. La. Case No. 16-10661) on March 24, 2016. On March 25, 2016, the Court entered an Order for Relief, placing the Company in Chapter 11 bankruptcy. 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. The Debtor has employed Paul J. Goodwine, Esq., at LOOPER GOODWINE, P.C., and John P. Melko, Esq., Sharon Beausoleil, Esq., and Michael K. Riordan, Esq., at GARDERE WYNNE SEWELL LLP, as counsel. UpShot Services LLC serves as claims and noticing agent of the Debtors. An official committee of unsecured creditors has been appointed in the case. [*] Weiss Joins Dorsey & Whitney's Finance & Restructuring Group ---------------------------------------------------------------- International law firm Dorsey & Whitney LLP on June 13, 2016, disclosed that Janet M. Weiss has joined the Firm's Finance & Restructuring Group in New York as a Partner. Ms. Weiss has extensive experience in all aspects of corporate reorganization and debt restructuring matters. She has represented debtors, creditors, committees, secured lenders, debtor-in-possession financing lenders and acquirers in substantial Chapter 11 cases and out-of-court restructurings. She also has significant experience in all aspects of bankruptcy litigation and out-of-court restructurings, including corporate restructurings, pre-negotiated and pre-packaged bankruptcies and bankruptcy aspects of asset-backed and mortgage-backed financings. Ms. Weiss joins Dorsey from Gibson, Dunn & Crutcher LLP, where she was a partner in the Business Restructuring and Reorganization Practice Group. She was named as one of the elite bankruptcy lawyers in New York in the August 2010 edition of Avenue Magazine, as one of New York City's top women lawyers in the October 2011 edition of Avenue Magazine and as one of the top ten lawyers for acquirers in bankruptcy acquisitions by The Deal's Bankruptcy Insider. She is admitted to practice before the state court of New York, the federal courts of the Southern and Eastern Districts of New York and the Third and Fifth Circuits. Ms. Weiss has a Juris Doctor degree from the University of Pennsylvania Law School and a Bachelor of Arts degree from the University of Pennsylvania. She is a frequent speaker and writer on bankruptcy and financial restructuring law topics. "We are very pleased that Janet has joined Dorsey," noted Ken Cutler, Managing Partner of Dorsey & Whitney. "Janet's expertise and experience will complement Dorsey's strong multi-office finance and restructuring practice and its Firm-wide banking industry focus. We continue to add talent strategically across the Dorsey platform to better serve our clients around the world." "I am delighted to be joining Dorsey and its great Firm-wide team of finance, restructuring and banking lawyers," noted Ms. Weiss. "I look forward to serving Dorsey's exceptional client base." About Dorsey & Whitney LLP Clients have relied on Dorsey since 1912 as a valued business partner. With locations across the United States and in Canada, Europe and the Asia-Pacific region, Dorsey provides an integrated, proactive approach to its clients' legal and business needs. Dorsey represents a number of the world's most successful companies from a wide range of industries, including leaders in the banking, energy, food and agribusiness, health care, mining and natural resources, and public-private project development sectors, as well as major non-profit and government entities. ********* 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 ***