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/raid1/www/Hosts/bankrupt/TCR_Public/160705.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, July 5, 2016, Vol. 20, No. 187 Headlines 2747 CAMELBACK: Files Schedules of Assets and Liabilities 480 BUNNELL: Seeks to Hire Vidal/Wettenstein as Realtor 8110 AERO DRIVE: Files Schedules of Assets and Liabilities ABENGOA BIOENERGY: Seeks to Sell Hugoton Property for $200K ACTRONIX INC: Taps Wright Lindsey as Special Counsel ADVANCED MICRO: Hikes CEO's Base Salary to $925,000 AEROPOSTALE INC: Proposes to Pay $4.8MM Bonuses to Key Employees AEROPOSTALE INC: Seek to Dismiss Canadian Unit's Ch. 11 Case ALLEN BROTHERS: Taps Ivey McClellan as Legal Counsel ALLIANCE ONE: To File Fiscal 2016 Form 10-K Beyond Deadline ALLY FINANCIAL: Federal Reserve Okays 2016 Capital Plan ALPHA NATURAL: McKinsey Ordered to Disclose Confidential Clients ANTERO ENERGY: Court Denies Counsel's Motion to Withdraw ANTHONY CARRINO: Selling Jersey City Condominium Unit for $725,000 ASPEN GROUP: Conference Call Set for July 27 ASPEN GROUP: May Issue 25.3M Shares Under 2012 Incentive Plan ATLANTIC CITY, NJ: Hires Lawyers to Restructure Debt BBVA BANCOMER TEXAS: Moody's Cuts Jr. Sub. Debt Ratings to B1(hyb) C&J ENERGY: S&P Lowers CCR to 'D' on Missed Interest Payments CAL NEVA LODGE: Sec. 341 Meeting of Creditors on July 15 CALIFORNIA MUNICIPAL: S&P Cuts 2011A-1 Housing Bonds Rating to BB+ CHAPARRAL ENERGY: Seeks to Hire Grant Thornton as Auditor CLAIRE'S STORES: Antoine Munfakh Named as Director CLAIRE'S STORES: Board Chairman Resigns CLASSIC COMMUNITIES: 341 Meeting of Creditors Set for July 15 CLASSIC COMMUNITIES: Panel, UST Object to Hiring of Broker COMMERCIAL METALS: Moody's Affirms Ba1 CFR, Outlook Stable CONNTECH PRODUCTS: Proposes $1.36M Sale of Machinery & Equipment COWBOYS FAR WEST: Seeks to Hire James Wilkins as Attorney CRYOPORT INC: Files 5.2M Shares Registration Statement with SEC CS MINING: Taps Pepper Hamilton as Legal Counsel DFC FINANCE: Moody's Lowers Senior Secured Rating to 'Ca' DIOCESE OF DULUTH: Crown Wing County Tracts Sale Approved DUBY INDUSTRIAL: Case Summary & 3 Unsecured Creditors EAST COAST PAWN: Taps Joseph T. Bambrick as Legal Counsel EFT HOLDINGS: Needs More Time to File Fiscal 2016 Form 10-K EIDOS LLC: Stairway, Agree to Extend Bar Date ELBIT IMAGING: Unit Closes Sale of MUP Plot in Belgrade ENERGY TRANSFER: Calls Off $33Mil. Merger With Williams Cos. ENERGY XXI: Equity Committee Taps Hoover Slovacek as Counsel EOGH LIQUIDATION: Taps Prime Clerk as Administrative Advisor EROSOL LLC: S. Gregory Hays Named Chapter 11 Trustee EUROTECH CABINETS: Case Summary & 13 Unsecured Creditors FARR ENTERPRISES: Voluntary Chapter 11 Case Summary FINTON CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors FIRST QUANTUM: Moody's Raises Corporate Family Rating to B3 FORT DRILLING: Proposes Oct. 21 as Claims Bar Date FRAC SPECIALISTS: UCC Says Ch. 11 Trustee Needed for Liquidation FUNCTION(X) INC: Signs $1.2 Million Loan Agreement with Sillerman GAMALIER GONZALEZ: Taps Heriberto Acevedo as Accountant GAMALIER GONZALEZ: Taps Jaime Rodriguez as Legal Counsel GAWKER MEDIA: Schedules Filing Deadline Extended to July 14 GOODRICH PETROLEUM: Receives Approval to Sell Assets HEATHER MARIE BARTLETT: Proofs of Claim Due Aug. 31 HERCULES OFFSHORE: Court Sets July 12 as Limited Claims Bar Date HERTZ CORP: DBRS Confirms BB(low) Issuer Rating HERTZ FINANCING: Exchange Amendments No Impact on Moody's Ratings HORSEHEAD HOLDING: Key Employee Retention Plan Approved ICAGEN INC: Acquires Sanofi's Oro Arizona Research Facility IHEARTMEDIA INC: Mulls Ending Debt Talks with Franklin-Led Group IMAGINE! PRINT: Planned $50MM Loan Upsize No Impact on Moody's CFR INDEPENDENCE TAX IV: Posts $6.7-Mil. Net Income for Fiscal 2016 INTERVENTION ENERGY: Proposes Aug. 31 General Bar Date IRMA GOMEZ: Proposes Aug. 15 Claims Bar Date IRON BRIDGE TOOLS: Committee Taps Akerman as Legal Counsel JOE JESSE MONGE: 5th Circ. Affirms Rojas, et al., Paid $12K Rent JOHN A. RITTER: Schedules of Assets and Liabilities Filed KEITHVILLE WELL: $337K From Equipment Sale to Be Paid to Nations KEY WEST RESTAURANTS: Taps Michael Wiss as Legal Counsel KM VILLAS: Wants Exclusive Plan Filing Deadline Moved to Sept. 16 LAURA ELSHEIMER: Proposes Aug. 15 as Claims Bar Date LEHMAN BROTHERS: Said to Sell NYLO Hotel for $140-Mil. LEI MACHINING: Taps Turnaround Team PLLC as Bankruptcy Counsel LIFE EXTENSION REALTY: Taps Shenwick & Associates as Legal Counsel LINN ENERGY: Court Approves Employee Compensation Plan LIONS GATE: S&P Retains BB- CCR on Watch Neg on Pending Starz Deal LOMBARD PUBLIC: S&P Lowers Rating on 2005A-2 Bonds to 'D' LUMIRAM DEVELOPMENT: White Plains Property Sale Hearing on July 22 M SPACE HOLDINGS: Committee Taps Parsons Behle as Legal Counsel MADISON SQUARE TAVERN: Wants Plan Filing Extended to Sept. 29 MIDSTATES PETROLEUM: Seeks Approval of Key Employee Incentive Plan MILESTONE SCIENTIFIC: BP4 S.r.l. Reports 23.5% Stake MILESTONE SCIENTIFIC: Signs Distribution Pact with Henry Schein NAKAYLA LLC: Seeks to Replace Kerkman & Dunn with Kurter Law NANOSPHERE INC: Common Stock Delisted from NASDAQ NIERZWICKI HOLDINGS: Lexington Property Sale for $515,000 Approved NORANDA ALUMINUM: July 7 Auction for Downstream Business NORANDA ALUMINUM: Minority Lenders No Right to Adequate Protection NRAD MEDICAL: Wants Exclusive Plan Filing Deadline Moved to Oct. 3 OI SA: Brazil Court Agrees to Protect Company From Creditors ONE BREWERY PLACE: Taps Thompson Law Group as Legal Counsel ONTARIO CENTURY: Selling 3 Residential Condo Units for $315K PACIFIC WEBWORKS: Dynamic Webtools Assets Sale for $15K Approved PATELKA DENTAL: Voluntary Chapter 11 Case Summary PEAK WEB: Sec. 341 Meeting of Creditors Set for July 15 PICO HOLDINGS: Lawndale Capital Issues Voting Intentions PLANDAI BIOTECHNOLOGY: Incurs $10 Million Net Loss in Fiscal 2015 PLUG POWER: Closes $40 Million Loan Facility with Hercules Capital POLLYANNA LLC: Hires Gregory M. Seigel CPA as Accountant PRATT WELL: Case Summary & 20 Largest Unsecured Creditors PROGRESSIVE ACUTE CARE: Committee Taps Sills Cummis as Counsel RANCHO ARROYO: Seeks to Hire Coldwell Banker as Broker REINSURANCE GROUP: Fitch Rates Subordinated Debt Due 2056 'BB+' RELATIVITY MEDIA: To Miss $30-Million Payment to Lenders RIO CONSTRUCTION: Hires Buechler & Garber as Bankruptcy Counsel ROOMSTORES OF PHOENIX: Hires Cunningham & Assoc. as Auctioneer SAMCHULLY MIDSTREAM 3: Moody's Lowers CFR to B3, Outlook Negative SANTA CRUZ BERRY: Selling Trucks to Eat Sweet Farms for $29K SCIO DIAMOND: Director Quits Over Disagreement with Leadership SENTINEL MANAGEMENT: Bank of NY Mellon Settles $312-Mil. Claim SEVENTY SEVEN: Ernst & Young to Provide Tax, Accounting Services SEVENTY SEVEN: Hires Morris Nichols as Co-Counsel SEVENTY SEVEN: Taps Alvarez & Marsal as Financial Advisor SEVENTY SEVEN: Taps Prime Clerk as Administrative Advisor SOFINTEK INC: Sec. 341 Creditors' Meeting on Aug. 5 SPORTS AUTHORITY: Dick's $15M Bid Wins Auction for IP Assets SSNN-5532-34: Seeks to Hire Brad Thompson as Broker STARZ LLC: S&P Lowers CCR to BB- on Pending Lions Gate Transaction STELLAR BIOTECHNOLOGIES: Prices $6.75M Registered Direct Offering SUCCESS INC: Case Summary & 12 Unsecured Creditors SUGARMAN'S PLAZA: Taps David Carlebach as Legal Counsel SYNCARDIA SYSTEMS: Case Summary & 30 Largest Unsecured Creditors SYSTEM SOLDING: Case Summary & 7 Unsecured Creditors TCC GENERAL: Hires Steven R. Fox as Bankruptcy Counsel TCC GENERAL: Taps Lucove Say as Certified Public Accountant TENKORIS LLC: Seeks to Hire Davis Miles as Legal Counsel THERAPEUTICSMD INC: Reveals Filing Timeline for Yuvvexy NDA THORNBURG MORTGAGE: Jury Clears Former Execs of Some Charges TOOLING SCIENCE: Case Summary & 20 Largest Unsecured Creditors TRIANGLE PETROLEUM: Appoints James Shein as Director TRIANGLE PETROLEUM: Inks Tax Benefits Preservation Plan TRIANGLE PETROLEUM: Unit CEO Gets $565,000 Incentive Payment TRIANGLE USA: Moody's Lowers PDR to D-PD Over Bankruptcy Filing TRIANGLE USA: S&P Lowers CCR to 'D' on Bankruptcy Agreement TRUMP ENTERTAINMENT: Union Goes on Strike Against Taj Mahal Casino TWO MILE RANCH: Case Summary & 9 Unsecured Creditors UNCAS LLC: Seeks to Hire Coan Lewendon as Legal Counsel UNIQUE RECYCLING: Taps Fallon & Fallon as Legal Counsel VERTELLUS SPECIALTIES: Committee Taps Morris James as Co-Counsel VERTELLUS SPECIALTIES: Hires Hahn & Hessen as Lead Counsel VISTA ENVIRONMENTAL: Taps Tavenner & Beran as Legal Counsel VISTA ENVIRONMENTAL: Taps Tera D. Kovanes as Accountant WALTER ENERGY: Coal Companies Spent $95MM on Lobbying Before Ch. 11 WASHINGTON FIRST: Taps Oles Morrison as Legal Counsel WILLIAMS COS: S&P Maintains 'BB' CCR on CreditWatch Negative WINDSOR CHARTER: S&P Lowers Rating on 2007A Revenue Bonds to 'BB' YEP, LLC: $1.17M Cortlandt Manor Parcels Sale Approved [*] Unenforced & Arbitration Judgments Cost 14% of Cos. Over $50M [^] Large Companies with Insolvent Balance Sheet ********* 2747 CAMELBACK: Files Schedules of Assets and Liabilities --------------------------------------------------------- 2747 Camelback, LLC filed with the U.S. Bankruptcy Court for the Northern District of Texas its schedules of assets liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- -------------- -------------- A. Real Property $10,480,000.00 B. Personal Property $ 1,735,258.56 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $47,594,274.91 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-Priority Claims $ 2,007,873.03 -------------- -------------- Total $12,215,258.56 $49,602,147.94 A copy of the schedules is available for free at: https://is.gd/41J8E9 2747 Camelback, LLC, based in Dallas, Texas, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-31846) on May 4, 2016. The Hon. Harlin DeWayne Hale presides over the case. Davor Rukavina, Esq., at MUNSCH, HARDT, KOPF & HARR, P.C., serves as counsel to the Debtor. In its petition, the Debtor estimated $10 million to $50 million in both assets and debts. The petition was signed by Scott Ellington, authorized signatory. 480 BUNNELL: Seeks to Hire Vidal/Wettenstein as Realtor ------------------------------------------------------- 480 Bunnell Street, LLC seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to hire Vidal/Wettenstein, LLC. The Debtor proposes to hire a realtor in connection with the sale of a property located at 480 Bunnell Street, Bridgeport, Connecticut. Vidal/Wettenstein will receive a commission, which is 5% of the gross proceeds of the sale. Bruce Wettenstein disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. About 480 Bunnell Street 480 Bunnell Street, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 12-51736) on September 24, 2012. The petition was signed by Raymond Weiner, member. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. 8110 AERO DRIVE: Files Schedules of Assets and Liabilities ---------------------------------------------------------- 8110 Aero Drive Holdings, LLC, filed with the U.S. Bankruptcy Court for the Southern District of California its schedules of assets liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- -------------- -------------- A. Real Property $16,800,000.00 B. Personal Property $ 1,645,863.09 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $ 9,022,000.00 E. Creditors Holding Unsecured Priority Claims $ 40,887.18 F. Creditors Holding Unsecured Non-Priority Claims $ 297,186.47 -------------- -------------- Total $18,445,863.09 $ 9,360,073.65 A copy of the schedules is available for free at: https://is.gd/3NP04m About 8110 Aero Drive 8110 Aero Drive Holdings, LLC, based in San Diego, California, filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 16-03135) on May 25, 2016. The Hon. Margaret M. Mann presides over the case. William M. Rathbone, Esq., at Gordon & Rees LLP, as bankruptcy counsel. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. The petition was signed by Luz Burni, authorized representative. ABENGOA BIOENERGY: Seeks to Sell Hugoton Property for $200K ----------------------------------------------------------- Abengoa Bioenergy US Holding, LLC, and its affiliated debtors seek authority from the U.S. Bankruptcy Court for Debtor Abengoa Bioenergy Engineering & Construction LLC to enter into and perform under a purchase agreement with Robert A. Rich and approve the sale and transfer of the Selling Debtor's interest in the real property commonly known as 998 Road P, in Hugoton, Kansas, in accordance with the Purchase Agreement. The principal terms of the Purchase Agreement are summarized as follows: A. Seller: Abengoa Bioenergy Engineering & Construction LLC B. Purchaser: Robert A. Rich C. Sale/Purchase Price: $200,000.00 D. Earnest Money Deposit: $5,000.00 E. Real Estate Commission: Purchaser will pay a real estate commission of 6% of the contract price to Faulkner Real Estate and all fees associated with the closing. F. Closing and Possession: Closing shall be completed on or before August 1, 2016, and Selling Debtor shall deliver possession of the Property to Purchaser upon closing. G. Conditions to Closing: The obligations of the Selling Debtor and the Purchaser to consummate the Sale will be subject, inter alia, to the Purchaser obtaining a mortgage loan in the principal amount of $45,000.00. If the final appraised value of the Property as determined by the Purchaser's appraiser is not equal to or greater than the purchase price under the Purchase Agreement, the Purchaser may send a written notice informing Selling Debtor of Purchaser's request to renegotiate the purchase price under the Purchase Agreement. Within five business days after Selling Debtor's receipt of Purchaser's written request, Purchaser and Selling Debtor may keep the Purchase Agreement in effect by agreeing to a purchase price that is agreeable to Purchaser and Selling Debtor and signing an addendum to the Purchase Agreement containing the agreed upon purchase price. Counsel to the Debtors and Debtors in Possession: Richard W. Engel, Jr., Esq. Susan K. Ehlers, Esq. Erin M. Edelman, Esq. ARMSTRONG TEASDALE LLP 7700 Forsyth Blvd., Suite 1800 St. Louis, Missouri 63105 Telephone: (314) 621-5070 Facsimile: (314) 621-5065 Email: rengel@armstrongteasdale.com dgoing@armstrongteasdale.com sehlers@armstrongteasdale.com -- and -- Richard A. Chesley, Esq. DLA PIPER LLP (US) 203 North LaSalle Street, Suite 1900 Chicago, Illinois 60601 Telephone: (312) 368-4000 Facsimile: (312) 236-7516 Email: richard.chesley@dlapiper.com -- and -- R. Craig Martin, Esq. DLA PIPER LLP (US) 1201 North Market Street, Suite 2100 Wilmington, Delaware 19801 Telephone: (302) 468-5700 Facsimile: (302) 394-2341 Email: craig.martin@dlapiper.com 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. ACTRONIX INC: Taps Wright Lindsey as Special Counsel ---------------------------------------------------- Actronix, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Arkansas to hire Wright, Lindsey & Jennings LLP as its special counsel. The Debtor tapped the firm to provide advice regarding employment law. Wright Lindsey will receive a retainer in the amount of $5,000. The firm's professionals and their hourly rates are: Attorneys Hourly Rate --------- ----------- John Davis $300 W. Stuart Jackson $290 Charlie Coleman $325 Johnathan Horton $275 Jaimie Moss $210 Paralegals Hourly Rate --------- ----------- Tiara King $125 Monique Mitchell $125 Dee Dee Lantz $125 Johnathan Horton, a partner at Wright Lindsey, disclosed in a court filing that the firm does not represent any interest adverse to the Debtor's estate. The firm can be reached through: Johnathan Horton Wright, Lindsey & Jennings LLP 200 West Capitol, Suite 2300 Little Rock, AR 72201-3699 (501) 371-0808 About Actronix Inc. Headquartered in Flippin, Arkansas, Actronix, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Ark. Case No. 15-72593) on Oct. 13, 2015, estimating its assets at up to $50,000 and its liabilities at between $1 million and $10 million. The petition was signed by Randy Steinberg, secretary. Judge Ben T. Barry presides over the case. Jill R. Jacoway, Esq., Jacoway Law Firm, Ltd., and Carter Ledyard & Milburn LLP serve as the Debtor's bankruptcy counsel. ADVANCED MICRO: Hikes CEO's Base Salary to $925,000 --------------------------------------------------- The Compensation and Leadership Resources Committee of the Board of Directors of Advanced Micro Devices, Inc. recommended, and the Board of Directors of the Company approved, a salary increase for Dr. Lisa T. Su, the Company's president and chief executive officer. Starting July 1, 2016, Dr. Su's annual salary will increase by $75,000 to $925,000, as compared to her current annual salary of $850,000. Named Executive Officer Long-Term Incentive Awards On June 27, 2016, the Committee recommended, and the Board approved, an equity award to Dr. Su having the following target value: Name and Title Target Value -------------- ------------ Lisa T. Su $7,000,000 President and Chief Executive Officer On the same day, the Committee approved equity awards to the following named executive officers (as set forth in the Company's most recent proxy statement filed with the U.S. Securities and Exchange Commission on March 24, 2016) having the following Target Values: Name and Title Target Value -------------- ------------ Devinder Kumar $2,000,000 Senior Vice President Chief Financial Officer and Treasurer Jim Anderson $2,000,000 Senior Vice President and General Manager, Computing and Graphics Business Group Forrest E. Norrod $2,000,000 Senior Vice President and General Manager, Enterprise, Embedded and Semi-Custom Business Group Mark D. Papermaster $2,000,000 Chief Technology Officer and Senior Vice President, Technology and Engineering The Target Value of each equity award will be converted into a mix of performance-based restricted stock units, time-based restricted stock units and stock options: * The actual number of PRSUs will be determined by dividing 50% of the Target Value by the greater of: (a) $3.50 or (b) the average closing price of the Company's stock over the 30 calendar-day period ending on July 15, 2016. The PRSUs will have a grant date of July 15, 2016. * The actual number of stock options will be determined by converting the 25% of the Target Value using the Conversion Price and a binomial factor determined in accordance with the Company's equity valuation practices. The stock options will have a grant date of July 26, 2016. * The actual number of RSUs will be determined by dividing 25% of Target Value by the Conversion Price. The RSUs will have a grant date of July 15, 2016. PRSUs The number of PRSUs that may be earned, if at all, is based on three-year compounded annual growth rate milestones related to the Company's closing stock price that may be attained within the three-year performance period that begins July 15, 2016, and ends August 9, 2019, with the potential payout levels of PRSUs at 50%, 100%, 150%, 200% and 250% of the target number of PRSUs granted. Any PRSUs earned pursuant to the attainment of a performance level will vest and be paid out 50% upon the Committee's certification of the attainment of the performance level (provided, that no PRSUs will vest before the first anniversary of the grant date) and the remaining 50% will vest and be paid out at the end of the Performance Period, subject to the recipient's continuous employment or service through each such vesting date. Stock Options The stock options will have an exercise price equal to 100% of the fair market value of the Company's common stock on the grant date, and will vest 33 1/3% on the first anniversary of the grant date, and 8.33% per quarter over the next eight following quarters. The stock options will have a term of seven years. RSUs The RSUs will vest 1/3 on each of August 9, 2017, August 9, 2018 and Aug. 9, 2019. About Advanced Micro Devices Sunnyvale, California-based Advanced Micro Devices, Inc., is a global semiconductor company. The Company's products include x86 microprocessors and graphics. Advanced Micro incurred a net loss of $660 million on $3.99 billion of net revenue for the year ended Dec. 26, 2015, compared to a net loss of $403 million on $5.50 billion of net revenue for the year ended Dec. 27, 2014. * * * As reported by the TCR on Oct. 22, 2015, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Sunnyvale, Calif.-based Advanced Micro Devices Inc. to 'CCC+' from 'B-'. "The downgrade reflects our expectation that AMD will experience a more gradual return to revenue growth, ongoing competitive challenges to restore operating profitability, and more severe operating losses and negative free cash flow through 2016 than we had previously forecast, despite recent improvements to its liquidity," said Standard & Poor's credit analyst John Moore. As reported by the TCR on March 16, 2016, Fitch Ratings has downgraded and withdrawn the ratings for Advanced Micro Devices, Inc. (AMD) including the Long-term Issuer Default Rating (IDR) to 'CCC' from 'B-'. The downgrade reflects prospects for negative free cash flow (FCF) over the intermediate term and the consequent liquidity issues and refinancing risk that could develop as the 2019 and 2020 debt maturities approach. In July 2015, Moody's Investors Service lowered Advanced Micro Devices, Inc's ("AMD") corporate family rating to Caa1 from B3, and the ratings on the senior unsecured notes to Caa2 from Caa1. The downgrade of the corporate family rating to Caa1 reflects AMD's prospects for ongoing operating losses over the next year and negative free cash flow. AEROPOSTALE INC: Proposes to Pay $4.8MM Bonuses to Key Employees ---------------------------------------------------------------- Aéropostale, Inc., and its subsidiaries ask the U.S. Bankruptcy Court to approve their key employee incentive plan and key employee retention plan. According to the Debtors, the metrics developed for the KEIP are linked to value creation and have a significant performance or "at risk" component, which offers two mutually-exclusive paths for awarding variable payouts to the KEIP Participants depending on whether the Debtors consummate a standalone reorganization or a sale transaction. Significant terms of the KEIP are: A. KEIP Participants: Limited to the following 10 employees who all possess a strong line of sight to successfully execute either a reorganization or a sale: (a) Chief Financial Officer, (b) Chief Operating Officer, (c) General Counsel and Secretary, (d) SVP of Design, (e) SVP of Human Resources, (f) SVP of Global Licensing, (g) SVP of Logistics, Construction, and Real Estate, (h) SVP of Store Operations, (i) SVP of Production and Technical Design, and (j) SVP of Merchandise Planning and Allocations B. Standalone Plan Metrics: Standalone Plan Metrics: 60% of payment under the KEIP is achieved upon consummation of a plan of reorganization. The remaining 40% of payment under the KEIP is tied to EBITDA performance based on the Debtors' 2016 budget. A target payout is earned if EBITDA performance at 100% of the Debtors' 2016 budget is achieved, and a threshold payout is earned if EBITDA performance at 90-99.9% of the Debtors' 2016 budget is achieved. EBITDA performance will be measured during the period of January 31, 2016 to the emergence date. C. Sale Transaction Metrics: If a going concern sale transaction occurs at a valuation to be later agreed upon by the Debtors and the Official Committee of Unsecured Creditors, a maximum payout is earned and the standalone metrics will not apply. If a sale transaction results in a going concern sale of substantial assets, a target payout is earned and the standalone metrics will not apply. D. Separation Provisions: The KEIP includes a claw-back provision if any of the KEIP Participants voluntarily leave or are terminated for cause within 60 days of earning the payouts under the KEIP. KEIP Participants terminated without cause prior to the emergence date will receive their KEIP Payment on a pro rata basis based on the percentage of the amount of time from the date of the chapter 11 filing to the date payouts under the KEIP are earned. E. Maximum Amount of KEIP: The aggregate maximum amount of the KEIP is $3,406,900, with individual proposed maximum payouts ranging from 75% to 112.4% of base compensation. The Debtors seek to implement the KERP to motivate certain non-senior management personnel to remain employed with the Debtors during the chapter 11 process and to ensure that they do not suffer significant and costly key employee turnover. The Debtors selected the 41 KERP Participants -- who have developed valuable institutional knowledge regarding the Debtors' ongoing business operations -- based on their status as critical, hard-to-replace, non-senior management employees. Significant terms of the KERP are: A. Performance Metric: KERP Participants will receive and keep 100% payout under the KERP if they remain employed with the Debtors through October 25, 2016. Individual payouts under the KERP range from 6.6% to 23.5% of base salary. B. Separation Provisions: The KERP includes a claw-back provision to the extent KERP Participants voluntarily leave or are terminated for cause during the period between September 10, 2016 and October 25, 2016. If a KERP Participant is terminated without cause, the KERP Participant will receive payouts under the KERP in full. C. Maximum Amount of KEIP: The total maximum amount of the KERP is $1,445,000, including $150,000 for a discretionary pool set up for additional participants. D. The Discretionary Pool: The discretionary pool provides the Debtors with resources for future allocations to non-senior management deemed to be critical to the reorganization process that were not included with the original KERP Participants. The Debtors’ Chief Executive Officer will determine which, if any, critical non-senior management employees will participate in the discretionary pool. The Court will hear on the Debtors' motion on July 13, 2016. Attorneys for Debtors and Debtors in Possession: Ray C. Schrock, P.C. Jacqueline Marcus, Esq. Garrett A. Fail, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Email: ray.schrock@weil.com jacqueline.marcus@weil.com garrett.fail@weil.com About Aeropostale, Inc. Aeropostale, Inc. (OTC Pink: AROPQ) is a specialty retailer of casual apparel and accessories, principally serving young women and men through its Aeropostale(R) and Aeropostale Factory(TM) stores and website and 4 to 12 year-olds through its P.S. from Aeropostale stores and website. The Company provides customers with a focused selection of high quality fashion and fashion basic merchandise at compelling values in an exciting and customer friendly store environment. Aeropostale maintains control over its proprietary brands by designing, sourcing, marketing and selling all of its own merchandise. As of May 1, 2016 the Company operated 739 Aeropostale(R) stores in 50 states and Puerto Rico, 41 Aeropostale stores in Canada and 25 P.S. from Aeropostale(R) stores in 12 states. In addition, pursuant to various licensing agreements, the Company's licensees currently operate 322 Aeropostale(R) and P.S. from Aeropostale(R) locations in the Middle East, Asia, Europe, and Latin America. Since November 2012, Aeropostale, Inc. has operated GoJane.com, an online women's fashion footwear and apparel retailer. Aeropostale, Inc. and 10 of its affiliates each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11275) on May 4, 2016. The petitions were signed by Marc G. Schuback as senior vice president, general counsel and secretary. The Debtors listed total assets of $354.38 million and total debts of $390.02 million as of Jan. 30, 2016. The Debtors have hired Weil, Gotshal & Manges LLP as counsel; FTI Consulting, Inc. as restructuring advisor; Stifel, Nicolaus & Company, Inc. and Miller Buckfire & Company LLC as investment bankers; RCS Real Estate Advisors as real estate advisors; Prime Clerk LLC as claims and noticing agent; Stikeman Elliot LLP as Canadian counsel; and Togut, Segal & Segal LLP as conflicts counsel. Judge Sean H. Lane is assigned to the cases. AEROPOSTALE INC: Seek to Dismiss Canadian Unit's Ch. 11 Case ------------------------------------------------------------ Aeropostale Inc. and its affiliates ask the U.S. Bankruptcy Court to dismiss the Chapter 11 case of Aeropostale Canada in order to communicate to parties in interest that the Canadian Court has the sole and exclusive jurisdiction and power over the conduct of Aeropostale Canada's estate and the hearing and determination of matters arising in the Canadian Proceeding. The Debtors assert that continuation of Aeropostale Canada's Chapter 11 Case risks impairing its ability to fully implement its current objective, which is to close the Canadian Stores and wind-down its business in a manner that will maximize recovery for all of its stakeholders. Given that the Debtors initially anticipated conducting the Recognition Proceeding, and not the BIA Proceeding in Canada, the dual proceedings are causing additional expenses to Aeropostale Canada's estate by requiring compliance with two statutory insolvency regimes, and confusion for creditors and other parties in interest, who are unsure what jurisdiction they should seek relief or assert claims in, the Debtors tell the U.S. Court. The Debtors also relate that Canadian law applies to many of Aeropostale Canada's contracts and potential disputes. Given that substantially all of Aeropostale Canada's assets, operations, employees, and creditors are located in Canada and that Aeropostale Canada is neither a borrower nor guarantor under the Debtors' postpetition financing arrangements, the Debtors submit that the administration of Aeropostale Canada's estate should continue solely under the Canadian Proceeding. The Court will convene on July 13, 2016, to hear and consider the Debtors motion and any objections must be submitted by July 5. Attorneys for Debtors and Debtors in Possession: Ray C. Schrock, P.C. Jacqueline Marcus, Esq. Garrett A. Fail, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 Email: ray.schrock@weil.com jacqueline.marcus@weil.com garrett.fail@weil.com About Aeropostale, Inc. Aeropostale, Inc. (OTC Pink: AROPQ) is a specialty retailer of casual apparel and accessories, principally serving young women and men through its Aeropostale(R) and Aeropostale Factory(TM) stores and website and 4 to 12 year-olds through its P.S. from Aeropostale stores and website. The Company provides customers with a focused selection of high quality fashion and fashion basic merchandise at compelling values in an exciting and customer friendly store environment. Aeropostale maintains control over its proprietary brands by designing, sourcing, marketing and selling all of its own merchandise. As of May 1, 2016 the Company operated 739 Aeropostale(R) stores in 50 states and Puerto Rico, 41 Aeropostale stores in Canada and 25 P.S. from Aeropostale(R) stores in 12 states. In addition, pursuant to various licensing agreements, the Company's licensees currently operate 322 Aeropostale(R) and P.S. from Aeropostale(R) locations in the Middle East, Asia, Europe, and Latin America. Since November 2012, Aeropostale, Inc. has operated GoJane.com, an online women's fashion footwear and apparel retailer. Aeropostale, Inc. and 10 of its affiliates each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11275) on May 4, 2016. The petitions were signed by Marc G. Schuback as senior vice president, general counsel and secretary. The Debtors listed total assets of $354.38 million and total debts of $390.02 million as of Jan. 30, 2016. The Debtors have hired Weil, Gotshal & Manges LLP as counsel; FTI Consulting, Inc. as restructuring advisor; Stifel, Nicolaus & Company, Inc. and Miller Buckfire & Company LLC as investment bankers; RCS Real Estate Advisors as real estate advisors; Prime Clerk LLC as claims and noticing agent; Stikeman Elliot LLP as Canadian counsel; and Togut, Segal & Segal LLP as conflicts counsel. Judge Sean H. Lane is assigned to the cases. ALLEN BROTHERS: Taps Ivey McClellan as Legal Counsel ---------------------------------------------------- Allen Brothers Timber Company, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to hire Ivey, McClellan, Gatton & Siegmund LLP as its legal counsel. The Debtor tapped the firm to provide these services in connection with its Chapter 11 case: (a) assist in investigating and examining contracts, bonds, mortgages, leases and financing statements to determine the validity of those documents; (b) assist in determining the rights and priorities of lien holders, if any; and (c) advise in preserving the Debtor's properties and assets, and generally assist the Debtor in administering its bankruptcy estate. The firm's professionals and their hourly rates are: Charles M. Ivey, III $460 Justin W. Kay $300 In a court filing, Justin Kay disclosed that the firm does not represent any interest adverse to the Debtor or its estate. The firm can be reached through: Charles M. Ivey, III, Esq. Ivey, McClellan, Gatton & Siegmund LLP Suite 500, 100 S. Elm St. Greensboro, NC 27401 Tel: 336-274-4658 Fax: 336-274-4540 Email: jlh@imgt-law.com - and - Justin William Kay, Esq. Ivey, McClellan, Gatton & Siegmund LLP P.O. Box 3324 Greensboro, NC 27402 Tel: 336-274-4658 Fax: 336-274-4540 Email: jwk@iveymcclellan.com About Allen Brothers Allen Brothers Timber Company, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. N.C. Case No. 16-10656) on June 28, 2016. The petition was signed by Richard Clayton Allen, president. The case is assigned to Judge Lena M. James. At the time of the filing, the Debtor estimated its assets at $100,000 to $500,000, and debts at $1 million to $10 million. ALLIANCE ONE: To File Fiscal 2016 Form 10-K Beyond Deadline ----------------------------------------------------------- Alliance One International, Inc., filed with the Securities and Exchange Commission an amendment to its Form 12b-25 with respect to the Company's Form 10-K for the fiscal year ended March 31, 2016, to provide in Part II that the Form 10-K will not be filed on or before the fifteenth calendar day following the prescribed due date, to revise Part III to provide that the Form 10-K will not be filed within that fifteen-day period and to update information included in Part IV. On May 25, 2016, Alliance One filed with the SEC its Amendment No. 1 on Form 10-K/A for the fiscal year ended March 31, 2015, to amend its Annual Report on Form 10-K for such fiscal year, its amendment No. 1 on Form 10-Q/A for the period ended June 30, 2015 to amend its Quarterly Report on Form 10-Q for such period, its Quarterly Report on Form 10-Q for the period ended Sept. 30, 2015, and its Quarterly Report on Form 10-Q for the period ended December 31, 2015. The Form 10-K/A and Form 10-Q/A were filed to correct errors the Company discovered in its accounting at its Kenya subsidiary; certain details regarding those errors and adjustments are discussed in Note 1A "Restatement of Previously Issued Consolidated Financial Statements" of Notes to Consolidated Financial Statements (As Restated) included in Item 8 of the Form 10-K/A and in Note 1A "Restatement of Previously Issued Condensed Consolidated Financial Statements" of Notes to Condensed Consolidated Financial Statements (As Restated) included in Item 1 of the Form 10-Q/A. The Company said the effort required to file the 10-K/A, the Form 10-Q/A, the Second Quarter Form 10-Q and Third Quarter Form 10-Q has delayed the preparation and completion of the Company's Form 10-K for the fiscal year ended March 31, 2016. As a result, the Company was unable to file the Form 10-K within the prescribed time period without unreasonable effort or expense. The Company intends to file the Form 10-K as soon as practicable. Based on preliminary unaudited results the Company anticipates reporting the following significant changes for the fiscal year: * Total sales and other operating revenues are anticipated to have been approximately $1,904 million for the fiscal year ended March 31, 2016, a 7.9% decrease compared to the prior fiscal year principally due to changes in product mix, the negative impact on pricing resulting from an oversupply of tobacco in the market and lower prices paid to tobacco suppliers in most regions due to a stronger U.S. dollar. * Gross profit is anticipated to have decreased by 7.8% to approximately $224 million in fiscal year 2016, though gross margin as a percentage of sales is anticipated to have remained consistent with the prior year. * The Company anticipates reporting a gain of approximately $106 million in other operating income during the fourth quarter of the fiscal year ended March 31, 2016 resulting from the reconsolidation of its Zimbabwe subsidiary as of March 31, 2016, as it has determined that the uncertainty of its ability to maintain a controlling financial interest in its Zimbabwe subsidiary was eliminated as of March 31, 2016. * The Company anticipates reporting operating income of approximately $199 million for the fiscal year ended March 31, 2016, a 104% increase over the prior year due principally to the gain from the reconsolidation of the Zimbabwe subsidiary. About Alliance One Alliance One International is principally engaged in purchasing, processing, storing, and selling leaf tobacco. The Company purchases tobacco primarily in the United States, Africa, Europe, South America and Asia for sale to customers primarily in the United States, Europe and Asia. Alliance One reported a net loss of $15.6 million on $2.10 billion of sales and other operating revenues for the year ended March 31, 2015, compared to a net loss of $87 million on $2.3 billion of sales and other operating revenues for the year ended March 31, 2014. As of Dec. 31, 2015, Alliance One had $1.96 billion in total assets, $1.78 billion in total liabilities and $174 million in total equity. * * * As reported by the TCR on June 7, 2016, Moody's Investors Service affirmed Alliance One International, Inc.'s 'Caa2' Corporate Family Rating and revised the rating outlook to positive from negative. Alliance One's 'Caa2' Corporate Family Rating reflects Moody's expectation that credit metrics and liquidity will remain weak over the next 12 to 18 months. The TCR reported on April 13, 2015, that Standard & Poor's Ratings Services lowered its corporate credit rating on Morrisville, N.C.-based Alliance One International Inc. to 'CCC+' from 'B-'. ALLY FINANCIAL: Federal Reserve Okays 2016 Capital Plan ------------------------------------------------------- Ally Financial Inc. announced that the Federal Reserve did not object to the company's capital plan as part of the Comprehensive Capital Analysis and Review. Ally's capital plan includes the following actions, which remain subject to consideration and approval by the Ally Board of Directors: * a quarterly cash dividend of $0.08 per share of the company's common stock, the first of which is expected to be payable in August; and * authorization to repurchase up to $700 million of the company's common stock from time to time through the second quarter of 2017. Ally Chief Executive Officer Jeffrey Brown commented, "The Federal Reserve's non-objection of these capital actions is a significant milestone to Ally and speaks to the company's overall financial strength and continued focus on safety and soundness. The inaugural dividend since becoming publicly-traded is a critical step in returning capital to Ally stockholders. Further, being able to buy back common shares will serve as a key tool for driving long-term value creation." Any shares acquired under the proposed repurchase program are expected to be used for general corporate purposes and to be available for resale, including in connection with the company's compensation and employee-benefit plans. The proposed repurchase program would enable the company to acquire shares through open market purchases or privately negotiated transactions, including through a Rule 10b5-1 plan, at the discretion of the company's management and on terms (including quantity, timing, and price) that the company's management determines to be necessary, appropriate, or advisable. 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. ALPHA NATURAL: McKinsey Ordered to Disclose Confidential Clients ---------------------------------------------------------------- Tom Corrigan, writing for The Wall Street Journal, reported that corporate turnaround guru Jay Alix prevailed Tuesday in his long-running battle with consulting giant McKinsey & Co. According to the report, Mr. Alix, who made his career helping distressed companies shed debt and shore up their bottom lines, has accused McKinsey of failing to follow bankruptcy rules by keeping secret the client relationships that could create conflicts of interest in its work advising bankrupt companies. McKinsey denies wrongdoing and has accused Mr. Alix of trying to cripple a rival to the consulting business he founded several decades ago, the report related. But an airing of the dispute before U.S. Bankruptcy Judge Kevin Huennekens, who is overseeing the chapter 11 restructuring of McKinsey client Alpha Natural Resources Inc., ended in a victory for Mr. Alix, when Judge Huennekens required McKinsey to divulge to the court key business details, including more than 100 client names the firm has previously sought to keep confidential, though he vowed to make sure the sensitive information wouldn't fall into Mr. Alix's hands, the report further related. "The purpose here is not to destroy McKinsey's business model," the report cited Judge Huennekens as saying at the hearing in Richmond, Va. "It's certainly not to give a competitive advantage to a competitor." The judge called the dispute "unfortunate" but said his ruling should protect both McKinsey and the integrity of the bankruptcy process without disrupting or delaying Alpha's restructuring, which is in the home stretch, the report further related. The Troubled Company Reporter, citing Reuters, previously reported that a unit of McKinsey & Co working for Alpha Natural Resources should be sanctioned for failing to fully disclose potential conflicts in the coal producer's bankruptcy, a firm owned by the founder of restructuring rival AlixPartners LLP said on June 6. According to the report, the consulting company's unit has only given the appearance of complying with bankruptcy disclosure rules, Mar-Bow Value Partners LLC said in court papers written in part by Steven Rhodes, the former judge in Detroit's landmark Chapter 9 bankruptcy case. The TCR, citing The Wall Street Journal, also previously reported that McKinsey's role as confidential adviser to the world's most influential companies is complicating its effort to win lucrative work with some of the most troubled. According to the report, the Justice Department recently objected to bids by McKinsey's restructuring arm -- Recovery & Transformation Services -- to work on the chapter 11 cases of coal-mining firm Alpha Natural Resources Inc. and solar-project developer SunEdison Inc. The problem: McKinsey isn't naming clients on its long list of business relationships that might create conflicts of interest, the report pointed out. About Alpha Natural Resources Headquartered in Bristol, Virginia, Alpha Natural -- http://www.alphanr.com-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. As of August 2015, Alpha had 8,000 full time employees across many different states, with UMWA representing 1,000 of the employees. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petitions were signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the cases. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq., and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M. Terry, Jr., Esq. at Sands Anderson PC, represent the Committee. * * * Alpha Natural Resources, Inc. on March 8, 2016, disclosed that it has filed a proposed Chapter 11 Plan of Reorganization and a related Disclosure Statement with the United States Bankruptcy Court for the Eastern District of Virginia. Together with the motion seeking approval of a marketing process for Alpha's core operating assets, these filings provide for the sale of Alpha's assets, detail a path toward the resolution of all creditor claims, and anticipate the emergence of a streamlined and sustainable reorganized company able to satisfy its environmental obligations on an ongoing basis. By selling certain assets as a going concern and restructuring the company's remaining assets into a reorganized Alpha, the company is able to provide maximum recovery to its creditors, while preserving jobs and putting itself in the best position to meet its reclamation obligations. This path will allow for a conclusion of Alpha's bankruptcy proceedings by June 30, 2016. ANTERO ENERGY: Court Denies Counsel's Motion to Withdraw -------------------------------------------------------- The Hon. Stacey G. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas denied on June 13, 2016, the motion of Frank L. Broyles to withdraw as counsel of Antero Energy Partners, LLC based on the anticipation that a Chapter 11 Trustee would be appointed. The Court said that although a Trustee has been appointed and he has employed his own counsel, the Court, at this time, believes the motion should be denied but the issue may be revisited in the future. As reported in the Troubled Company Reporter, Antero Energy's attorney is seeking court approval to withdraw from representing the company in its Chapter 11 case. In a motion filed with the U.S. Bankruptcy Court for the Northern District of Texas, Frank Broyles, one of the attorneys hired by Antero Energy, said the company no longer needs his services following the appointment of a bankruptcy trustee. "The debtor will likely not need further representation in this matter," Mr. Broyles said, adding that the company does not oppose the motion. About Antero Energy Antero Energy Partners, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-30308) in Dallas on Jan. 25, 2016. Judge Stacey G. Jernigan is assigned to the case. The Debtor tapped Keith William Harvey, Esq., at The Harvey Law Firm, P.C., as counsel. The Debtor estimated $10 million to $50 million in assets and debt. ANTHONY CARRINO: Selling Jersey City Condominium Unit for $725,000 ------------------------------------------------------------------ Anthony Carrino asks the U.S. Bankruptcy Court for the District of New Jersey to authorize the sale of his condominium unit located at 650 Montgomery Street, Unit #504, Jersey City, New Jersey ("Property") to Mike Methewson for $725,000, subject to the highest and best offer by a disinterested third-party. A hearing for the Motion is set for July 26, 2016 at 10:00 a.m. The Debtor is in the process of retaining Jim McCarten ("Mr. McCarten") as the real estate agent for the sale of the Property. Mr. McCarten, a licensed real estate agent in the State of New Jersey associated with the firm Weichert Realtors, initially approached the Debtor to inform him that the Purchaser was interested in purchasing the Property. Mr. McCarten has sold other units in the condominium complex for comparable value to the proposed purchase price. As a result of his prior sales of units in this condominium complex, Mr. McCarten is very familiar with this condominium complex and the values of the individual condominium units. It is Mr. McCarten's professional opinion that the proposed sale price of the Property constitutes fair value. The Debtor will continue to solicit higher or better offers and present any made at the sale hearing. The Debtor believes the proposed sale provides the best value to the estate. The pertinent terms of the Purchase Agreement are as follows: a. The Purchase Agreement provides for a $725,000 purchase price which Debtor believes to be the fair market value of the Property. b. The Purchase Agreement is a cash settlement offer. c. The closing is anticipated to occur within sixty days, after the sale hearing held before the Bankruptcy Court approving the sale of the Property to the Purchaser in accordance with 11 U.S.C. Section 363(b). d. The Purchaser will provide an initial payment of $72,500 once the attorney review period has been completed, and will be held in escrow in a non-interest bearing trust account by Debtor's counsel. The balance of $725,000 will be paid by the Purchaser at the closing. e. The Agreement will be construed, interpreted and enforced pursuant to the laws of the State of New Jersey. f. The Bankruptcy Court will retain jurisdiction with respect to all matters arising from the Purchase Agreement. g. If the Bankruptcy Court determines that a willful default by Debtor has occurred, Purchaser will be entitled to file an administrative claim for its damages incurred as the result of Debtor's default and to terminate the Purchase Agreement and receive back the deposit. h. If Seller is unable to convey title to the Purchaser as per the Purchase Agreement or willfully fails to close title in accordance with the Purchase Agreement, the Debtor's sole liability will be the refunds of all monies paid by Purchaser to Debtor on account of the Purchase Agreement and for costs, searches, survey, appraisal and attorney fees, up to $500. i. The Property is being sold "as is" condition with no warranties and the sole remedy for any false representation is cancellation of the Purchase Agreement with all deposit monies refunded. The liens that encumber the Property include: a. Any and all unpaid property taxes. b. Any and all unpaid municipal charges for water and/or sewer. c. First mortgage lien owed to ConnectOne Bank in the amount of $337,280. Anthony G. Carrino sought Chapter 11 protection (Bankr. D.N.J. Case No. 15-24056) on July 27, 2015. Anthony Carrino is represented by: David E. Sklar SCURA, WIGFIELD, HEYER & STEVENS, LLP 1599 Hamburg Turnpike Wayne, New Jersey 07470 Telephone: (973) 696-8391 ASPEN GROUP: Conference Call Set for July 27 -------------------------------------------- Aspen Group Inc. issued a press release announcing the Company will host a conference call to discuss its fiscal year 2016 fourth quarter (ending April 30, 2016) financial results and business outlook on Wednesday, July 27, 2016, at 5:00 p.m. (ET). The Company will issue a press release reporting results after the market closes on Wednesday, July 27, 2016. The conference call can be accessed by dialing toll-free (844) 452-6823 (U.S.) or (731) 256-5216 (international). Subsequent to the call, a transcript of the audiocast will be available from the Company's Web site at ir.aspen.edu. About Aspen Group Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in 1987 as the International School of Information Management. On Sept. 30, 2004, it was acquired by Higher Education Management Group, Inc., and changed its name to Aspen University Inc. On May 13, 2011, the Company formed in Colorado a subsidiary, Aspen University Marketing, LLC, which is currently inactive. On March 13, 2012, the Company was recapitalized in a reverse merger. Aspen's mission is to become an institution of choice for adult learners by offering cost-effective, comprehensive, and relevant online education. Approximately 88 percent of the Company's degree-seeking students (as of June 30, 2012) were enrolled in graduate degree programs (Master or Doctorate degree program). Since 1993, the Company has been nationally accredited by the Distance Education and Training Council, a national accrediting agency recognized by the U.S. Department of Education. Aspen Group reported a net loss of $4.2 million on $5.2 million of revenues for the year ended April 30, 2015, compared to a net loss of $5.3 million on $3.9 million of revenues for the year ended April 30, 2014. As of Jan. 31, 2016, Aspen had $5.12 million in total assets, $4.39 million in total liabilities and $733,628 in total stockholders' equity. ASPEN GROUP: May Issue 25.3M Shares Under 2012 Incentive Plan ------------------------------------------------------------- Aspen Group, Inc., amended the Company's 2012 Equity Incentive Plan to increase the number of authorized shares under the Plan by 5 million shares to a total of 25.3 million shares. In addition, on June 23, 2016, the Company granted 2,000,000 stock options to Chief Operating Officer Gerard Wendolowski, 700,000 stock options to Chief Academic Officer Dr. Cheri St. Arnauld, and 300,000 stock options to Chief Financial Officer Janet Gill. The options are exercisable for a period of five years at a price per share of $0.166. The options vest in three equal annual increments with the first vesting date being one year from the grant date, subject to continued service on each applicable vesting date and accelerated vesting under certain conditions. Effective July 1, 2016, the Company also increased Mr. Wendolowski's annual salary from $200,000 to $240,000, and Ms. Gill's annual salary from $200,000 to $220,000. About Aspen Group Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in 1987 as the International School of Information Management. On Sept. 30, 2004, it was acquired by Higher Education Management Group, Inc., and changed its name to Aspen University Inc. On May 13, 2011, the Company formed in Colorado a subsidiary, Aspen University Marketing, LLC, which is currently inactive. On March 13, 2012, the Company was recapitalized in a reverse merger. Aspen's mission is to become an institution of choice for adult learners by offering cost-effective, comprehensive, and relevant online education. Approximately 88 percent of the Company's degree-seeking students (as of June 30, 2012) were enrolled in graduate degree programs (Master or Doctorate degree program). Since 1993, the Company has been nationally accredited by the Distance Education and Training Council, a national accrediting agency recognized by the U.S. Department of Education. Aspen Group reported a net loss of $4.2 million on $5.2 million of revenues for the year ended April 30, 2015, compared to a net loss of $5.3 million on $3.9 million of revenues for the year ended April 30, 2014. As of Jan. 31, 2016, Aspen had $5.12 million in total assets, $4.39 million in total liabilities and $733,628 in total stockholders' equity. ATLANTIC CITY, NJ: Hires Lawyers to Restructure Debt ---------------------------------------------------- Hilary Russ, writing for Reuters, reported that Atlantic City, New Jersey's fiscally distressed gambling hub, has hired public finance attorneys to restructure some of its $240 million of outstanding bond debt, Mayor Don Guardian said. According to the report, New Jersey law firm McManimon, Scotland & Baumann will work on reducing the city's debt load, much of which it took on to pay back casinos that won property tax appeals. The city's fortunes have faded as gambling competition in neighboring states cut into its casino industry and eviscerated its property tax base, the report related. Under new state legislation passed in May, Atlantic City has until October to craft a recovery plan or face a possible state takeover, the report further related. Local resentment lingers, and some at the public meeting wondered whether the city could avoid state control if it filed for municipal bankruptcy, the report said. "Bankruptcy scares investors away. It chills financial markets. Bankruptcy doesn't solve our problems," the report cited Councilman Kaleem Shabazz, who noted that New Jersey also controls whether its cities are allowed to file for bankruptcy. "Atlantic City is a functional, contributing part of the economic engine of the state, so we have to work together," he said. * * * The Troubled Company Reporter, on May 9, 2016, reported that S&P Global Ratings has lowered its rating on Atlantic City, N.J.'s general obligation (GO) debt to 'CC' from 'CCC-'. The outlook is negative. The rating action resolves the CreditWatch Developing that we placed on the rating on Jan. 22, 2016. "The downgrade reflects our opinion that a default or debt restructuring appears to be a virtual certainty even under the most optimistic circumstances," said S&P Global credit analyst Timothy Little. The TCR, on April 6, 2016, reported that Moody's Investors Service has downgraded the City of Atlantic City, NJ's General Obligation rating to Caa3 from Caa1 and removes the rating from review for possible downgrade started on Jan. 29, 2016, affecting $16 million of $345 million in general obligation bonds outstanding. The outlook is negative. The downgrade to Caa3 reflects the greater likelihood of default within the next year and higher probability of significant bondholder impairment given an ongoing political stalemate over an Atlantic City fiscal rescue package. The downgrade also incorporates renewed signals from the state that bondholders will face losses as part of a possible debt restructuring. The Caa3 rating indicates an expected loss to bondholders of up to 35% of principal, in light of the city's very large structural deficit with limited sources of relief without state assistance. The TCR on March 11, 2016, reported that Moody's Investors Service has released a scenario analysis of possible outcomes for Atlantic City, NJ (Caa1 review for downgrade) as the New Jersey (A2 negative) legislature considers rescue legislation and greater influence in placing it on the path to fiscal recovery. "Without drastic action, Atlantic City could face a default as early as April or May. The city also owes $190 million to casinos that successfully appealed their property taxes. Factoring in these liabilities, we project a budget deficit of $102 million in fiscal 2016, ending December 31," Josellyn Yousef, a Moody's VP -- Senior Analyst says in "Atlantic City, NJ: Rescue Legislation Key to Fiscal Recovery." The TCR, on Feb. 3, 2016, reported that Moody's Investors Service has placed the City of Atlantic City, NJ Caa1 GO rating under review for possible downgrade. The review for downgrade will consider the adequacy of proposed legislative budget solutions and the likelihood of municipal debt restructuring with bondholder impairment. Within the next two months, Moody's expects the state legislature to develop a plan that will specify the powers to be granted to the New Jersey Local Finance Board to implement budget improvements and restructure municipal debt. The probability of bondholder impairment is likely low if budget solutions are adequate and/or state financial support is high, but could rise if they are not, which would lead to a revision of the rating downward. A specific indication that bondholders would be included in adverse debt restructuring could also lead to a rating downgrade. Beyond the rating review time horizon, outstanding tax appeal refunds could pose a risk to bondholder security even if adequate budget measures are achieved. The TCR, on Feb. 1, 2016, reported that Standard & Poor's Ratings Services has lowered its underlying rating on Atlantic City Board of Education, N.J.'s existing general obligation (GO) bonds to 'BB-' from 'BBB-'. At the same time, S&P removed the rating from CreditWatch negative. The outlook is negative. At the same time, S&P affirmed its 'A' school program rating. The outlook on the program rating is stable. BBVA BANCOMER TEXAS: Moody's Cuts Jr. Sub. Debt Ratings to B1(hyb) ------------------------------------------------------------------ Moody's Investors Service downgraded BBVA Bancomer Texas Agency's long-term global local currency subordinated debt rating to Baa3 from Baa2 and also downgraded the $US-denominated cumulative, non-convertible, dated Tier 2 subordinated capital notes (CoCos), and junior subordinated debt ratings to Ba1 (hyb) from Baa3 (hyb). At the same time, Moody's has confirmed BBVA Bancomer Texas Agency's A3 global local currency senior unsecured rating and its A2(cr) long-term and Prime-1(cr) short-term counterparty risk (CR) assessments. Moody's has also confirmed Banco Nacional de Mexico's (Banamex, deposits A3/senior unsecured A3 negative, BCA baa2) (P)A3 long-term foreign currency senior unsecured MTN debt program rating. These actions conclude the reviews of these ratings initiated on 4 April 2016. These actions follow the rating actions taken by Moody's de Mexico (MDM) on BBVA Bancomer, S.A. (BBVA Bancomer, deposits A3/senior unsecured A3 negative, BCA baa2) and Banamex. For details on the rating actions taken on the above mentioned parent banks please see the MDM's press release entitled "Moody's confirms A3 deposits and senior debt ratings of BBVA Bancomer and Banamex; negative outlook". LIST OF ALL AFFECTED RATINGS The following ratings were confirmed: -- BBVA Bancomer Texas Agency Long-term global local currency senior unsecured debt rating of A3, negative outlook Long-term counterparty risk assessment of A2(cr) Short-term counterparty risk assessment of Prime-1(cr) -- Banco Nacional de México, S.A. Long-term foreign currency senior unsecured MTN debt program rating of (P)A3 The following ratings were downgraded: -- BBVA Bancomer Texas Agency Long-term global local currency subordinated debt rating to Baa3 from Baa2 Long-term global local currency subordinated debt rating to Ba1 (hyb) from Baa3 (hyb) Long-term global local currency junior subordinated debt rating to Ba1 (hyb) from Baa3 (hyb) RATINGS RATIONALE The confirmation of BBVA Bancomer Texas Agency's A3 senior unsecured rating and Banamex's (P) A3 foreign currency senior unsecured MTN debt program rating reflects Moody's continued assessment of a very high likelihood of government support to these entities. The negative outlook on BBVA Bancomer Texas Agency's A3 senior unsecured rating is linked to the negative outlook on Mexico's sovereign rating. The downgrade of BBVA Bancomer Texas Agency's subordinated, dated Tier 2 subordinated capital notes, and junior subordinated ratings follows the lowering of BBVA Bancomer's adjusted baseline credit assessment (adjusted BCA) to baa2 from baa1 by MDM. The subordinated and junior subordinated ratings are notched off the parent's adjusted BCA. WHAT COULD CHANGE THE RATINGS DOWN BBVA Bancomer Texas Agency's senior unsecured debt rating and Banamex's (P)A3 foreign currency senior unsecured MTN debt program rating would be lowered if Mexico's government bond ratings, which currently carry a negative outlook, are downgraded. Given the negative outlook, there is little upward pressure on the ratings at this juncture. The outlooks will likely stabilize if and when the government outlook returns to stable. BBVA Bancomer Texas Agency's subordinated and junior subordinated ratings could be lowered if Bancomer's adjusted BCA is downgraded, which would likely only happen if its BCA were lowered by two notches or more. Banamex is headquartered in Mexico City, Mexico and reported MXN1,196 billion in assets (source: Comisión Nacional Bancaria y de Valores), as of March 2016. C&J ENERGY: S&P Lowers CCR to 'D' on Missed Interest Payments ------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on oilfield services provider C&J Energy Services Ltd. to 'D' from 'CCC-'. S&P also lowered the issue-level rating on the company's secured debt to 'D' from 'CCC-'. The recovery rating on the debt remains '3', indicating S&P's expectation of meaningful (50% to 70%, higher end of the range) recovery in the event of default. The 'D' rating reflects C&J Energy Services' announcement that it has entered into a second forbearance agreement due to missed interest payments and covenant breaches on its credit facilities, including the $284 million principal outstanding on its revolving credit facility maturing in 2020, $569 million principal outstanding on its B-1 term loan due 2022, and $480 million principal outstanding on its B-2 term loan due 2022. The forbearance agreement requires the company to enter into a restructuring support agreement with lenders by July 8, 2016, otherwise the forbearance will terminate. The rating reflects S&P's view that the company will reorganize under Chapter 11. CAL NEVA LODGE: Sec. 341 Meeting of Creditors on July 15 -------------------------------------------------------- The meeting of creditors of Cal Neva Lodge, LLC is set to be held on July 15, 2016, at 11:00 a.m., according to a filing with the U.S. Bankruptcy Court for the Northern District of California. The meeting will be held at: Office of the U.S. Trustee 777 Sonoma Ave. #116 Santa Rosa, CA 95404 The court overseeing the bankruptcy case of a company schedules the meeting of creditors usually about 30 days after the bankruptcy petition is filed. The meeting is called the "341 meeting" after the section of the Bankruptcy Code that requires it. A representative of the company is required to appear at the meeting and answer questions under oath. The meeting is presided over by the U.S. trustee, the Justice Department's bankruptcy watchdog. About Cal Neva Lodge Cal Neva Lodge, LLC, based in Saint Helena, CA., filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 16-10514) on June 10, 2016. The Hon. Thomas E. Carlson presides over the case. David M. Poitras, Esq., at Jeffer Mangels Butler and Marmaro LLP, as bankruptcy counsel. In its petition, the Debtor estimated $50 million to $100 million in assets and $10 million to $50 million in liabilities. The petition was signed by SWilliam T. Criswell, president of CR Cal Neva, LLC -- Manager of Cal Neva Lodge, LLC. CALIFORNIA MUNICIPAL: S&P Cuts 2011A-1 Housing Bonds Rating to BB+ ------------------------------------------------------------------ S&P Global Ratings lowered its rating on California Municipal Finance Authority's series 2011A-1 multifamily housing revenue bonds, issued for Intercontinental Affordable Housing Inc. (IAHI) for the Casa Griffin apartments project, two notches to 'BB+' from 'BBB'. The outlook is negative. The rating action reflects S&P Global Ratings' opinion of a debt service coverage (DSC) ratio that decreased significantly in fiscal 2015 to levels it considers more commensurate with the lower 'BB+' rating; in the rating service's opinion, the loss coverage level is now highly vulnerable due to a significant increase in the loan-to-value ratio. In accordance with S&P Global Ratings' criteria, the rating is capped at 'BB+' because DSC is below 1.1x, resulting in, what the rating service views as, a financial strength assessment of vulnerable and a loss coverage assessment of highly vulnerable. "We believe we could lower the rating further within the one-year outlook period if debt service coverage were to fall below 1x and if loss coverage were to remain highly vulnerable," said S&P Global Ratings credit analyst Emily Avila. "We, however, could revise the outlook to stable if debt service coverage were to stabilize at levels above 1x." Officials used series 2011A-1 bond proceeds to finance the acquisition and rehabilitation of a multifamily apartment complex known as Casa Griffin apartments in Los Angeles. CHAPARRAL ENERGY: Seeks to Hire Grant Thornton as Auditor --------------------------------------------------------- Chaparral Energy, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Grant Thornton LLP. The firm will provide independent auditing and other related services in connection with the Chapter 11 cases of Chaparral Energy and its affiliates. Grant Thornton will be paid on an hourly basis and will receive reimbursement for work-related expenses. The firm's professionals and their hourly rates are: Partners/Professional $650 - $850 Standards Partners Managing Director $600 Senior Manager $510 Manager $390 Senior $280 Staff $240 Anthony Holden, a partner at Grant Thornton, 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: Anthony W. Holden Grant Thornton LLP 211 N. Robinson, Suite 1200N Oklahoma City, OK 73102-7148 Phone: (405) 218-2800 Fax: (405) 218-2801 www.GrantThornton.com About Chaparral Energy Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation headquartered in Oklahoma City and a pure play Mid-Continent independent oil and natural gas exploration and production company. At March 31, 2016, the Company had total assets of $1,229,373,000, total current liabilities of $1,940,742,000 and total stockholders' deficit of $759,546,000. Chaparral Energy, Inc., and its 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. 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. CLAIRE'S STORES: Antoine Munfakh Named as Director -------------------------------------------------- Antoine G. Munfakh was appointed a director by Claire's Stores, Inc.'s Board of Directors on June 30, 2016. Mr. Munfakh was also appointed to the Company's Audit and Compensation Committees. Mr. Munfakh, 33, is a Partner of Apollo Global Management, LLC, which he joined in 2008. Prior to his current role, Mr. Munfakh served as an Associate at the private equity firm Court Square Capital Partners, where he focused on investments in the Business & Industrial Services sectors. He also has served as an Analyst in the Financial Sponsor Investment Banking group at J.P. Morgan, where he focused on mergers and acquisitions and financing services in support of private equity transactions. Mr. Munfakh graduated summa cum laude from Duke University with a B.S. in Economics, where he was elected to Phi Beta Kappa. Mr. Munfakh is also a member of the Board of Directors of McGraw-Hill Education and CH2M Hill Companies, Ltd. Investment funds affiliated with Apollo Global Management, LLC are the controlling stockholders of Claire's Inc., the corporate parent of the Company, and pursuant to a Stockholders Agreement among Claire's Inc. and its stockholders, have designated Mr. Munfakh to serve on the Board of Claire's Inc. About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- operates as a specialty retailer of fashion accessories and jewelry for preteens and teenagers, as well as for young adults in North America and internationally. It offers jewelry products that comprise costume jewelry, earrings, and ear piercing services; and accessories, including fashion accessories, hair ornaments, handbags, and novelty items. Based in Pembroke Pines, Florida, Claire's Stores operates under two brands: Claire's(R), which operates worldwide and Icing(R), which operates only in North America. As of Jan. 31, 2009, Claire's Stores, Inc., operated 2,969 stores in North America and Europe. Claire's Stores also operates through its subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint venture with AEON, Co., Ltd. The Company also franchises 198 stores in the Middle East, Turkey, Russia, South Africa, Poland and Guatemala. As of April 30, 2016, Claire's Stores had $2.27 billion in total assets, $2.87 billion in total liabilities and a stockholders' deficit of $606 million. * * * The TCR reported on April 11, 2016, that Moody's Investors Service downgraded Claire's Stores, Inc. Corporate Family Rating (CFR) and Probability of Default Rating to Caa3 and Caa3-PD, respectively. "[The] downgrades reflect our view that there is an acute likelihood of a debt restructuring ahead of the June 2017 maturity of Claire's subordinated notes due to continuing erosion of liquidity and weak operating performance," stated Moody's Vice President Charlie O'Shea. As reported by the TCR on May 20, 2016, S&P Global Ratings raised its corporate credit rating on Florida-based Claire's Stores Inc. to 'CCC-' from 'SD'. The outlook is negative. CLAIRE'S STORES: Board Chairman Resigns --------------------------------------- Peter P. Copses, Chairman of the Board of Directors of Claire's Stores, Inc., has notified the Board of his resignation as Chairman of the Board, and as Chairman of the Audit and Compensation Committees, effective June 30, 2016. Mr. Copses has not resigned as a result of any disagreement with the Company on any matter related to the Company's operations, policies or practices, according to a regulatory filing with the Securities and Exchange Commission. Lance A. Milken, a member of the Board of Directors, was appointed Chairman of the Board, and Chairman of the Audit and Compensation Committees. The Board of Directors has determined that Mr. Milken is an "audit committee financial expert." About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- operates as a specialty retailer of fashion accessories and jewelry for preteens and teenagers, as well as for young adults in North America and internationally. It offers jewelry products that comprise costume jewelry, earrings, and ear piercing services; and accessories, including fashion accessories, hair ornaments, handbags, and novelty items. Based in Pembroke Pines, Florida, Claire's Stores operates under two brands: Claire's(R), which operates worldwide and Icing(R), which operates only in North America. As of Jan. 31, 2009, Claire's Stores, Inc., operated 2,969 stores in North America and Europe. Claire's Stores also operates through its subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint venture with AEON, Co., Ltd. The Company also franchises 198 stores in the Middle East, Turkey, Russia, South Africa, Poland and Guatemala. As of April 30, 2016, Claire's Stores had $2.27 billion in total assets, $2.87 billion in total liabilities and a stockholders' deficit of $606 million. * * * The TCR reported on April 11, 2016, that Moody's Investors Service downgraded Claire's Stores, Inc. Corporate Family Rating (CFR) and Probability of Default Rating to Caa3 and Caa3-PD, respectively. "[The] downgrades reflect our view that there is an acute likelihood of a debt restructuring ahead of the June 2017 maturity of Claire's subordinated notes due to continuing erosion of liquidity and weak operating performance," stated Moody's Vice President Charlie O'Shea. As reported by the TCR on May 20, 2016, S&P Global Ratings raised its corporate credit rating on Florida-based Claire's Stores Inc. to 'CCC-' from 'SD'. The outlook is negative. CLASSIC COMMUNITIES: 341 Meeting of Creditors Set for July 15 ------------------------------------------------------------- The meeting of creditors of Classic Communities Corp. is set to be held on July 15, 2016, at 1:00 p.m., according to a filing with the U.S. Bankruptcy Court for the Middle District of Pennsylvania. The meeting will be held at: Federal Bldg, Trustee Hearing Rm Rm 1160, 11th Fl 228 Walnut St, Harrisburg, PA The court overseeing the bankruptcy case of a company schedules the meeting of creditors usually about 30 days after the bankruptcy petition is filed. The meeting is called the "341 meeting" after the section of the Bankruptcy Code that requires it. A representative of the company is required to appear at the meeting and answer questions under oath. The meeting is presided over by the U.S. trustee, the Justice Department's bankruptcy watchdog. About Classic Communities Classic Communities Corporation filed a Chapter 11 bankruptcy petition (Bankr. M.D. Pa. Case No. 16-02022) on May 10, 2016. The petition was signed by Douglas Halbert, president. The Debtor estimated assets and liabilities in the range of $10 million and debts of up to $50 million. Judge Mary D. France is the case judge. CLASSIC COMMUNITIES: Panel, UST Object to Hiring of Broker ---------------------------------------------------------- The Official Committee of Unsecured Creditors of Classic Communities Corp., and Andrew R. Vara, the Acting U.S. Trustee for Region Three, filed a motion with the U.S. Bankruptcy Court for the Middle District of Pennsylvania to vacate the Court's order authorizing the employment of Keller Williams of Central PA as the Debtor's real estate broker. The Committee and the Trustee object to the Debtor's amended application to approve employment of real estate broker, relative to Keller Williams. The Committee claimed that the Initial Retention Order is premised on inaccurate statements and incomplete disclosures as to the claimed "disinterestedness" of Keller Williams and Knickerbocker. It was not until 2 weeks after the Initial Retention Application was filed and almost 1 week after the Court entered the Initial Retention Order that disqualifying information was first disclosed by Keller Williams to the Court. According to the Trustee, the Debtor filed the Amended Application after the U.S. Trustee inquired about undisclosed connections between the Debtor and the proposed real estate broker, Keller Williams of Central PA. The Amended Application disclosed that Stuart Knickerbocker, who is the broker's licensee on 12 listing agreements covering 25 of the Debtor's properties, was an employee of the Debtor until December 2015 and owns a 40% interest in Legacy Homes of Central PA. The Debtor's owners, James and Douglas Halbert, own the other 60% of Legacy Homes of Central PA, which is poised to receive proceeds from the sale of the Debtor's real property before any proceeds are received by the bankruptcy estate. Mr. Knickerbocker, and by extension Keller Williams of Central PA, is not disinterested. The Committee is represented by: Gary H. Leibowitz, Esq. COLE SCHOTZ P.C. 300 E. Lombard Street, Suite 1450 Baltimore, MD 21202 Tel: (410) 528-2971 Fax: (410) 528-9401 E-mail: gleibowitz@coleschotz.com The U.S. Trustee is represented by: Benjamin A. Hackman, Esq. U.S. Department of Justice Office of the United States Trustee J. Caleb Boggs Federal Building 844 King Street, Ste 2207, Lockbox 35 Wilmington, DE 19801 Tel: (302) 573-6491 Fax: (302) 573-6497 About Classic Communities Classic Communities Corporation filed a Chapter 11 bankruptcy petition (Bankr. M.D. Pa. Case No. 16-02022) on May 10, 2016. The petition was signed by Douglas Halbert, president. The Debtor estimated assets and liabilities in the range of $10 million and debts of up to $50 million. Judge Mary D. France is the case judge. COMMERCIAL METALS: Moody's Affirms Ba1 CFR, Outlook Stable ---------------------------------------------------------- Moody's Investors Service revised Commercial Metals Company's outlook to stable from negative. The Ba1 Corporate Family Rating, Ba1-PD Probability of Default rating, the Ba2 senior unsecured note rating and the SGL-2 Speculative Grade Liquidity Rating were all affirmed. The change in outlook to stable reflects CMC's improved earnings and cash flow generation performance, which has contributed to stronger debt protection metrics and a lower leverage position. Ongoing recovery in the construction market, particularly non-residential construction -- a key market for the company -- together with disciplined focus on costs, productivity and supply chain management, have contributed to the stronger profile. While the pace of improvement has slowed in 2016 versus 2015, and the volatility between price realizations and scrap consumed costs in the Americas Mills and International Mill segment will contribute to quarterly fluctuations, the improved metrics are seen as sustainable. The overall reduction in debt levels also has contributed to the improvement in leverage as evidenced by the debt/EBITDA ratio of 2.5x for the twelve months ended February 29, 2016. Issuer: Commercial Metals Company Affirmations: Probability of Default Rating, Affirmed Ba1-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Corporate Family Rating, Affirmed Ba1 Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 (LGD4) Outlook Actions: Outlook, Changed To Stable From Negative RATINGS RATIONALE CMC's Ba1 CFR reflects the continued improvement evidenced in the company's financial results, which has more strongly positioned the rating in its rating category. The rating also considers the strengthening fundamentals in the construction industry, particularly in the south and southwest regions served by the Company. While Moody's expects there could be moderation in the pace of growth in this market relative to 2015, the overall outlook remains favorable. The rating captures the volatility that can exist in metal margins per ton based upon movement in realized prices and scrap consumed costs, movement in which can be on a lagging basis as well as the relatively small size of the company and exposure to the construction markets, particularly the rebar market. An additional factor in the rating is the challenge facing the International Marketing and Distribution segment on weak commodity prices and global steel overcapacity and the ongoing losses at the Recycling segment. The SGL-2 speculative grade liquidity rating reflects the company's good liquidity profile characterized by $484 million in cash at May 31, 2016, and a $350 million secured (by U.S. inventory) revolving credit facility expiring in June 2019, mostly undrawn except for some letter of credit usage. The company remains comfortably in compliance with the maximum debt/capital covenant of 60% and the minimum interest coverage ratio requirement of 2.5x (EBITDA based). CMC also has an accounts receivable securitization program expiring in August 2017, which contains the same covenants as the revolver. In February 2016, CMC repaid $100 million of the $400 million in notes maturing in July 2017 and $100 million of the $500 million in notes maturing in August 2018. C apital expenditures for 2016 (August year-end) are expect to be around $200/210 million. Moody's expects the company to be at least free cash flow neutral in 2016. As such capital expenditures and the 2017 maturing debt are anticipated to be accommodated within the company's liquidity resources. The Ba2 rating of the senior unsecured notes reflects the impact of the revolving credit facility (unrated by Moody's) and priority accounts payables on the liability waterfall in Moody's Loss Given Default (LGD) Methodology and the lower position of the senior unsecured debt in the capital structure. Under Moody's LGD Methodology, the revolver, secured by US inventory, is treated as having an effectively senior position resulting in potential higher loss absorption for the unsecured debt. CMC's rating could be upgraded should construction markets continue to evidence improving trends. Quantitatively, the rating could be upgraded if the debt-to-EBITDA ratio is sustained at or below 3.0 times, the EBIT-to-interest ratio above 4.0 times and the operating cash flow less dividends-to-debt ratio is sustainable above 25%. The rating could be downgraded if economic weakness and increased competition dampen sales growth, leading to deterioration in operating performance and credit metrics. Quantitatively, the rating could be downgraded if the EBIT margin is sustained below 4%, and if debt-to-EBITDA and EBIT-to-interest expense are likely to be sustained above 4.0 times and below 2.5 times, respectively. The principal methodology used in these ratings was Global Steel Industry published in October 2012. Headquartered in Irving, Texas, Commercial Metals Company (CMC) manufactures steel through its five minimills in the United States. Total global capacity is approximately 4.1 million tons. It also has a presence in Europe through its minimill in Poland which has about 1.2 million tons rolling capacity. In addition, CMC operates steel fabrication facilities, ferrous and nonferrous scrap metal recycling facilities, and is involved in the marketing and distribution of steel, other metals and industrial raw materials. Revenues for the twelve months ended May 31, 2016, were $4.8 billion. CONNTECH PRODUCTS: Proposes $1.36M Sale of Machinery & Equipment ---------------------------------------------------------------- Conntech Products Corp., asks the U.S. Bankruptcy Court for the District of Connecticut to approve its amended motion to sell its machinery and equipment ("Assets") in five separate lots to five different purchasers or their designee, other than in the ordinary course of business, for the aggregate price of $1,362,700, subject to higher or better offers. On April 22, 2016 Court entered an order authorizing employment of a business broker which authorized the employment of Capital Recovery Group, LLC ("CRG"). CRG has been actively marketing and trying to sell the Debtor as a going concern and has been contacted by interested parties but no written proposals have been received. The Debtor has undertaken its own efforts to locate a buyer for its business as going concern, but it has not able to locate a single buyer for the entire business. The Debtor, however, received offers from five separate entities to purchase the Assets. Their offers are based upon the going on concern value of the Assets in the aggregate amount of $1,362,700. Each separate offer is for specific pieces of machinery and equipment. The assets are being broken down into eight different bidding lots ("Lots"). The five bids on Lots 2 through 6 and are as follows: Bid# Purchaser Purchase Price ---- --------- -------------- Lot 1 All contents of facility No min. highest and best Lot 2 Fluid Control Solutions/SAAR Corp. $1,164,900 Lot 3 Component Engineers, Inc. $45,500 Lot 4 Novo Precision $61,500 Lot 5 Aeroswiss $39,300 Lot 6 Peter Paul Electronics Co. Inc. $51,500 Lot 7 Inventory & Work in Progress No min. highest and best Lot 8 All assets not in Lots 2 to 7 No min. highest and best The Offer is subject to the following conditions precedent: a. Normal and customary documentation; b. All terms and conditions set forth in Offer; and c. Approval by the Bankruptcy Court of the sale free of liens. The Debtor asks the Court to approve bidding procedures for a sale of the Assets. To yield the maximum realizable value for the Assets, the Debtors will accept competing bids for the Assets. Bids must be submitted at least three business days before the hearing on the sale. If qualified competing bids are received, auction will be conducted by GRG. The Debtor will amend its Disclosure Statement and Plan to provide for the sale of its assets and cessation of business as it currently exists. Counsel for the Debtor: Neil Crane, Esq. LAW OFFICES OF NEIL CRANE, LLC 2679 Whitney Avenue Hamden, CT 06518 Telephone: (203) 230-2233 About ConnTech Products ConnTech Products Corporation is involved with the design and development of precision machined components and assemblies for medical device, military, aerospace, firearms and commercial industries. ConnTech filed a voluntary Chapter 11 petition (Bankr. D. Conn. Case No. 15-30397) on March 19, 2015. The case judge is the Hon. Julie A. Manning. The Debtor estimated assets of $1 million to $10 million and debt of $500,000 to $1 million. Neil Crane, Esq., at the Law Offices of Neil Crane, LLC, serves as counsel to the Debtor. * * * On March 21, 2016, the Debtor filed a Disclosure Statement. In the Disclosure Statement the Debtor has offered three alternatives. Either the Debtor will obtain financing and continue operating; or the Debtor will sell its business as a going concern; or the Debtor will partially sell its business. In the Disclosure Statement the Debtor proposed paying a dividend of 30% to unsecured creditors over the course of five years. The Debtor hired a business broker, Capital Recovery Group, LLC to sell the Debtor's business as a going concern. COWBOYS FAR WEST: Seeks to Hire James Wilkins as Attorney --------------------------------------------------------- Cowboys Far West, Ltd. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire James Samuel Wilkins of Willis & Wilkins, LLP as its attorney. Mr. Wilkins will provide these services in connection with the Cowboys Far West's Chapter 11 case: (a) give legal advice with respect to Cowboys Far West's power and duties as a debtor-in-possession; (b) take necessary action to collect property of the Debtor's estate and file suits to recover the same; (c) represent the Debtor in connection with the formulation and implementation of a plan of reorganization; and (d) prepare legal papers and object to disputed claims. Mr. Wilkins will be paid $400 per hour for his services. In a court filing, Mr. Wilkins disclosed that he does not have any business or professional connection with the Debtor and its creditors. Mr. Wilkins' contact information is: James Samuel Wilkins, Esq. Willis & Wilkins, LLP 711 Navarro St Suite 711 San Antonio, TX 78205 Tel: 210-271-9212 Fax: 210-271-9389 Email: jwilkins@stic.net About Cowboys Far West Cowboys Far West, Ltd. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 16-51419) on June 24, 2016. The petition was signed by Michael J. Murphy, president of Cowboys Concert Hall-Arlington, Inc., general partner. The case is assigned to Judge Ronald B. King. At the time of the filing, the Debtor estimated its assets at $50 million to $100 million and debts at $1 million to $10 million. CRYOPORT INC: Files 5.2M Shares Registration Statement with SEC --------------------------------------------------------------- Cryoport, Inc., filed with the Securities and Exchange Commission a Form S-1 registration statement relating to the offering by certain existing holders of the Company's common stock of 3,096,785 shares of its common stock, par value $0.001 per share, including 610,693 shares of the Company's common stock issuable upon exercise of the warrants held by certain selling security holders. It is anticipated that the selling security holders will sell these shares of common stock from time to time in one or more transactions, in negotiated transactions or otherwise, at prevailing market prices or at prices otherwise negotiated. The Company will not receive any proceeds from the sales of shares of common stock by the selling security holders. The Company has agreed to pay all fees and expenses incurred by it incident to the registration of its common stock, including SEC filing fees. Each selling security holder will be responsible for all costs and expenses in connection with the sale of their shares of common stock, including brokerage commissions or dealer discounts. This prospectus also relates to the offering by the Company of 2,090,750 shares issuable upon the exercise of certain warrants to purchase common stock previously registered on the Registration Statement on Form S-1 (File No. 333-203006), which was initially filed on March 25, 2015 and became effective on July 23, 2015. The Company's common stock and the Registered Warrants are currently traded on the NASDAQ Capital Market under the symbols "CYRX" and "CYRXW", respectively. As of June 29, 2016, the closing sale price of the Company's common stock was $2.36 per share and the closing price of the Company's Registered Warrants was $0.66 per warrant. A full-text copy of the Form S-1 prospectus is available at: https://is.gd/MvspmC About Cryoport Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides comprehensive solutions for frozen cold chain logistics, primarily in the life science industries. Its solutions afford new and reliable alternatives to currently existing products and services utilized for bio-pharmaceuticals and biologics, including in-vitro fertilization, cell lines, vaccines, tissue and other commodities requiring a reliable frozen solution. Cryoport reported a net loss attributable to common stockholders of $15.05 million on $5.88 million of revenues for the year ended March 31, 2016, compared to a net loss attributable to common stockholders of $12.19 million on $3.93 million of revenues for the year ended March 31, 2015. As of March 31, 2016, Cryoport had $5.82 million in total assets, $2.72 million in total liabilities and $3.09 million in total stockholders' equity. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2016, citing that the Company has recurring operating losses from inception and has used substantial amounts of working capital in its operations. Although the Company has cash and cash equivalents of $2.8 million at March 31, 2016, management has estimated that cash on hand will only be sufficient to allow the Company to continue its operations through the third quarter of fiscal 2017. These matters raise substantial doubt about the Company's ability to continue as a going concern. CS MINING: Taps Pepper Hamilton as Legal Counsel ------------------------------------------------ CS Mining, LLC seeks approval from the U.S. Bankruptcy Court for the District of Utah to hire Pepper Hamilton LLP as its legal counsel. Pepper Hamilton will provide these services in connection with the involuntary Chapter 11 petition filed by a group of creditors against the company: (a) prepare a response to the involuntary petition; (b) advise CS Mining with respect to its rights, powers and duties as a potential debtor-in-possession in the continued management and operation of its business and properties; (c) attend meetings and negotiate with representatives of creditors and other parties; (d) advise and consult CS Mining regarding the conduct of its case, including potential legal and administrative requirements of operating in Chapter 11; (e) advise CS Mining on matters relating to the evaluation of the assumption, rejection or assignment of unexpired leases and executor contracts; (f) take all necessary action to protect and preserve CS Mining's estate, including the prosecution of actions on its behalf and the defense of any actions commenced against the estate; and (g) appear before the bankruptcy court, any appellate courts, and the Office of the U.S. Trustee for the District of Utah. The firm's professionals and their customary hourly rates are: Francis J. Lawall Partner $765 Donald J. Detweiler Partner $705 Henry Jaffe Partner $670 John H. Schanne, II Associate $455 Susan Henry Senior Paralegal $265 Monica Molitor Senior Paralegal $275 In a court filing, Mr. Detweiler disclosed that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Pepper Hamilton can be reached through: Donald J. Detweiler Francis J. Lawall John H. Schanne II Pepper Hamilton LLP Hercules Plaza, Suite 5100 1313 N. Market Street Wilmington, DE 19899-1709 Telephone: (302) 777-6500 Facsimile: (302) 656-8865 Email: detweild@pepperlaw.com lawallf@pepperlaw.com schannej@pepperlaw.com About CS Mining Five alleged creditors filed an involuntary Chapter 11 petition against CS Mining, LLC (Bankr. D. Utah Case No. 16-24818) on June 2, 2016. The petitioning creditors are R.J. Bayer Professional Geologist LLC, Minerals Advisory Group LLC, Rollins Construction & Trucking LLC, Rollins Machine Inc., and Oxbow Sulphur Inc. The creditors tapped as counsel Martin J. Brill, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P., and George B. Hofmann, Esq., at Cohne Kinghorn PC. DFC FINANCE: Moody's Lowers Senior Secured Rating to 'Ca' --------------------------------------------------------- Moody's Investors Service downgraded the senior secured rating of DFC Finance Corp to Ca from Caa1 and the corporate family rating of Sterling Mid-Holdings Limited (Sterling), the parent company of DFC Finance Corp., to Caa3 from Caa1. The outlook is stable on all ratings. These ratings have been downgraded: Issuer: DFC Finance Corp. Senior Secured Regular Bond/Debenture, to Ca from Caa1 Issuer: Sterling Mid-Holdings Limited Corporate Family Rating, to Caa3 from Caa1 Outlook, Changed To Stable From Negative RATINGS RATIONALE The downgrade of DFC Finance Corp's senior secured ratings to Ca from Caa1 follows the company's tender offer on June 27th, where it seeks to exchange its $800 million 10.5% senior secured notes into new 12% payment-in-kind (PIK) notes. While the new notes will have the same maturity and seniority as the existing notes, the exchange of cash interest-bearing obligations into PIK notes indicates constrained liquidity at the company as well as default avoidance. Therefore, Moody's views this transaction as a distressed exchange and default under its definitions. The downgrade of Sterling Mid-Holdings Limited's corporate family rating to Caa3 from Caa1 reflects its weak financial performance, as evidenced by continuing losses, high leverage and the resulting weak debt servicing metrics, as well as constrained liquidity. In the nine months ended March 31, 2016, the company reported a $137 million pre-tax loss after posting a $311 million loss in its fiscal year ended 30 June 2015. In addition, Sterling's EBITDA is negative according to Moody's calculations, which do not add back restructuring and other charges, most of which have been recurring. As of March 31, 2016, Sterling had $1 billion of debt, the majority of which was represented by the $800 million notes that are being exchanged into the new PIK notes. Sterling's performance could weaken further as a result of new regulations in its key markets, and particularly in Canada, which accounts for a substantial portion of its revenues and where local governments are considering imposing restrictions on payday lending. The senior secured rating could be upgraded if the company successfully consummates the exchange offer, scheduled to expire on 26 July 2016. In the long term, the corporate family and senior secured ratings could be upgraded if the company improves its financial performance by substantially cutting losses, generating positive cash flows from operations, and strengthening its liquidity. The ratings could be downgraded if the company's financial performance deteriorates. DIOCESE OF DULUTH: Crown Wing County Tracts Sale Approved --------------------------------------------------------- Judge Robert J. Kressel of the U.S. Bankruptcy Court for the District of Minnesota authorized Diocese of Duluth to sell Tracts A and B, Carlson Lake Road, located in Brainerd, Crow Wing County, Minnesota, to Roger Bernau and Marilyn Bernu, for $120,000. The Tracts are more particularly described as: Tract A: The North 510 feet of the Northwest Quarter of the Northeast Quarter (NW1/4-NE1/4), Section 26, Township 134, Range 29, Crow Wing County, Minnesota. The tract is subject to the rights of way for Barbeau Road and Carlson Lake Road. It is also subject to other easements, reservations or restrictions of record, if any. Tract B: The South 655 of the West 535 feet of the Northwest Quarter of the Northeast Quarter (NW1/4-NE1/4) and the West 535 feet of the North Half of the Southwest Quarter of the Northeast Quarter (N1/2-SW1/4-NE1/4), all in Section 26, Township 134, Range 29, Crow Wing County, Minnesota. The tract is subject to the right of way for Carlson Lake Road. It is also subject to other easements, reservations or restrictions of record, if any. Judge Kressel also authorized the Debtor to pay, from funds at closing, real estate commission to Wadsten and Edina Realty in the amount of $7,634. The debtor will hold the rest of the funds in a separate account pending further order. About Diocese of Duluth The Diocese of Duluth is headquartered in Duluth, Minnesota. It covers northern Minnesota parishes and 10 counties with Cass to the west, Koochiching to the north, Cook to the east and Pine to the south. The Diocese of Duluth sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 15-50792) on Dec. 7, 2015. The case is assigned to Judge Robert J Kressel. The Debtor's lead counsel is Bruce A Anderson, Esq., and J Ford Elsaesser, Esq., at Elsaesser Jarzabek Anderson Elliott & MacDonald, CHTD., in Zandpoint, Idaho. The Debtor's local counsel is Phillip Kunkel, Esq., at Gray, Plant, Mooty, Mooty & Bennett, P.A., in St Cloud, Minnesota. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Rev. James Bissonette, vicar general. DUBY INDUSTRIAL: Case Summary & 3 Unsecured Creditors ----------------------------------------------------- Debtor: DuBy Industrial One, LLC a California limited liability company PO Box 466 Surfside, CA 90743 Case No.: 16-12794 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: July 1, 2016 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Hon. Mark S Wallace Debtor's Counsel: Thomas J Polis, Esq. POLIS & ASSOCIATES, APLC 19800 MacArthur Blvd, Ste 1000 Irvine, CA 92612-2433 Tel: 949-862-0040 Fax: 949-862-0041 E-mail: ecf@polis-law.com tom@polis-law.com Total Assets: $2.50 million Total Liabilities: $5,850 The petition was signed by Kelly Dunagan, member of DuBy Industrial One, LLC. A copy of the Debtor's list of its 20 largest unsecured creditors -- containing three entries -- is available for free at http://bankrupt.com/misc/cacb16-12794.pdf EAST COAST PAWN: Taps Joseph T. Bambrick as Legal Counsel --------------------------------------------------------- East Coast Pawn Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire the Law Firm of Joseph T. Bambrick, Jr. as its legal counsel. The firm will provide these services in connection with East Coast Pawn's Chapter 11 case: (a) give legal advice with respect to East Coast Pawn's powers and duties as a debtor-in-possession; (b) prepare legal papers; (c) prepare a Chapter 11 plan of reorganization and disclosure statement; and (d) provide other necessary legal services. Joseph Bambrick, Jr., the attorney primarily responsible for representing the Debtor, will be paid $200 per hour for his services while paralegals will be paid $85 per hour. In a court filing, Mr. Bambrick disclosed that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Mr. Bambrick's contact information is: Joseph T. Bambrick, Jr., Esq. 529 Reading Avenue West Reading, PA 19611 Phone: 610-372-6400 Fax: 610-372-9483 About East Coast Pawn East Coast Pawn Inc. filed a Chapter 7 petition on June 14, 2016. The case was converted to a Chapter 11 proceeding (Bankr. E.D. Penn. Case No. 16-14242) on June 22, 2016. EFT HOLDINGS: Needs More Time to File Fiscal 2016 Form 10-K ----------------------------------------------------------- EFT Holdings, 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 compilation, dissemination and review of the information required to be presented in the Annual Report on the Form 10-K for the relevant period has imposed time constraints that have rendered timely filing of the Form 10-K impracticable without undue hardship and expense to the registrant. The registrant undertakes the responsibility to file such report no later than the fifteenth day after its original prescribed due date." About EFT Holding California-based EFT Holdings, Inc., is primarily an e-Business company designed around the "Business-to-Customer" concept, which means that the Company's products are sold directly to customers through its web site. The Company's "Business-to-Customer" model differs from the traditional "Business to Business" model where products are sold to distributors who then sell the products to ultimate customers. EFT Holdings reported a net loss of $5.30 million on $968,000 of net total revenues for the year ended March 31, 2015, compared to a net loss of $20.3 million on $1.80 million of net total revenues for the year ended March 31, 2014. As of Dec. 31, 2015, EFT Holdings had $18.6 million in total assets, $12.5 million in total liabilities, all current, and $6.15 million in total equity. EIDOS LLC: Stairway, Agree to Extend Bar Date --------------------------------------------- Eidos LLC, et al. and Stairway Capital Management II L.P. entered into an agreement extending the bar date for filing non-governmental unit proofs of claim to July 29, 2016. On May 13, 2016, the Debtors filed a Motion to Approve Compromise to Dismiss Case, seeking to dismiss each of Debtors' seven Chapter 11 cases currently pending before the bankruptcy court. Stairway, Ironshore Specialty Insurance Company, Dentons US LLP, and the U.S. Trustee support the relief requested in the motion, and no objections to the motion to dismiss have been filed. On June 1, 2016, a hearing on the motion was held during which the bankruptcy court continued the hearing to July 11, 2016. The current bar date for filing non-governmental unit proofs of claim is June 8, 2016 and the bar date for filing governmental unit proofs of claim is August 2, 2016. Stairway and the Debtors agree that given that the current non-governmental unit bar date precedes the continued July 11, 2016 hearing on the motion, it is appropriate to request that the bankruptcy court extend the non-governmental unit bar date until the end of July 2016. This deadline is called a "bar date" because it means that creditors who come forward after that date may be "barred" from ever filing a claim against the company. Eidos, LLC and Debtors-in-Possession are represented by: Donald F. King, Esq. Alexander M. Laughlin, Esq. Lauren Friend McKelvey, Esq. ODIN FELDMAN & PITTLEMAN PC 1775 Wiehle Avenue, Suite 400 Reston, VA 20190 Tel: (703) 218-2100 Fax: (703) 218-2160 Email: donking@ofplaw.com Alex.Laughlin@ofplaw.com Lauren.McKelvey@ofplaw.com Stairway Capital Management II L.P. is represented by: G. David Dean, Esq. Jonathan A. Grasso, Esq. COLE SCHOTZ P.C. 300 East Lombard Street, Suite 1450 Baltimore, MD 21202 Tel: (410)528-2972 Fax: (410)528-9402 E-mail: ddean@coleschotz.com jgrasso@coleschotz.com - and – Michael D. Sirota, Esq. David M. Bass, Esq. COLE SCHOTZ P.C. 1325 Avenue of the Americas, 19th Floor New York, NY 10019 Tel: (212)752-8000 Fax: (212)752-8393 E-mail: msirota@coleschotz.com dbass@coleschotz.com About Eidos, LLC Eidos LLC and six affiliated debtors each filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Lead Case No. 16-10385-BFK) on Feb. 4, 2016. The cases are assigned to Judge Brian F. Kenney. The Debtors have tapped Odin, Feldman & Pittleman P.C. as their legal counsel. Eidos LLC estimated assets of $100 million to $500 million and debt of $50 million to $100 million. ELBIT IMAGING: Unit Closes Sale of MUP Plot in Belgrade ------------------------------------------------------- Elbit Imaging Ltd. announced that Plaza Centers N.V., an indirect subsidiary of the Company, has completed the sale of the MUP plot following the fulfilment of certain conditions precedent. In line with the original terms, the purchaser has paid the initial amount of EUR11 million in cash to Plaza. An additional EUR300,000 will be due before Nov. 30, 2016, and the remaining EUR4.6 million will be due within 15 months from the transaction closing date. Furthermore, Plaza will also be entitled to an additional pending payment of EUR600,000, on top of the EUR15.9 million transaction consideration, once the purchaser successfully develops at least 69,000 sqm above ground. In line with Plaza's stated restructuring plan, 75% of the abovementioned proceeds will be distributed to Plaza's bondholders in the following quarter. 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. ENERGY TRANSFER: Calls Off $33Mil. Merger With Williams Cos. ------------------------------------------------------------ Alison Sider, writing for The Wall Street Journal, reported that Energy Transfer Equity LP said that it had terminated its merger agreement with rival pipeline operator Williams Cos., a deal valued at nearly $33 billion when it was signed last year. According to the report, the move was widely anticipated after a Delaware judge ruled that Energy Transfer could back out, since its lawyers couldn't deliver a necessary opinion on the deal's tax treatment. But the fight may not be over as Williams has said it doesn't believe Energy Transfer has the right to terminate the deal, and has appealed the judge's ruling, the report related. Its shareholders voted in favor of the deal in a special meeting, despite indications from Energy Transfer that it planned to kill the agreement, the report said. Williams has previously said the deal's collapse would cost it between $4 billion and $10 billion in lost value for its shareholders, the further report related. The company also said that it will renew its focus on its main business, bringing natural gas to market, the report added. About Energy Transfer Equity Energy Transfer Equity, L.P. (NYSE: ETE) owns the general partner and 100% of the incentive distribution rights of Energy Transfer Partners, L.P. (NYSE: ETP) and Sunoco LP (NYSE: SUN). Dallas-based ETE also owns approximately 2.6 million ETP common units, 81.0 million ETP Class H Units, and 2.2 million Sunoco LP common units. ENERGY XXI: Equity Committee Taps Hoover Slovacek as Counsel ------------------------------------------------------------ The official committee of equity security holders of Energy XXI Ltd. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Hoover Slovacek LLP as its legal counsel. The equity committee tapped the firm to provide these services in connection with the Chapter 11 cases of Energy XXI and its affiliates: (a) advise the committee regarding any potential claims equity holders may have against the Debtors' estates or their officers and directors; (b) advise the committee regarding any potential unfair discrimination against shareholders; (c) advise and assist the committee in determining valuation of the estates; (d) attend meetings and negotiate with the representatives of the Debtors and other committees; and (e) appear before the bankruptcy court and other courts. The firm's professionals and their hourly rates are: Edward Rothberg $450 Annie Catmull $350 Melissa Haselden $325 Deirdre Carey Brown $325 Curtis McCreight $310 Brendetta Scott $275 Financial Consultant $175 Paralegals $65 - $125 Edward Rothberg, a partner at Hoover Slovacek, 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: Edward L. Rothberg Hoover Slovacek LLP 5847 San Felipe, Suite 2200 Houston, TX 77057 Tel: 713-977-8686 Fax: 713-977-5395 About Energy XXI, Ltd. Energy XXI Ltd (OTCMKTS: EXXIQ) was incorporated in Bermuda on July 25, 2005. With its principal operating subsidiary headquartered in Houston, Texas, Energy XXI is engaged in the acquisition, exploration, development and operation of oil and natural gas properties onshore in Louisiana and Texas and in the Gulf of Mexico Shelf. Energy XXI Ltd and 25 of its affiliates filed on April 14, 2016, bankruptcy petitions in the U.S. Bankruptcy Court for the Southern District of Texas (Bankr. S.D. Tex. Lead Case No. 16-31928). The petitions were signed by Bruce W. Busmire, the CFO. Judge Karen K. Brown is assigned to the cases. Energy XXI Ltd on April 14, 2016, also filed a winding-up petition commencing an official liquidation proceeding under the laws of Bermuda before the Supreme Court of Bermuda. The Debtors sought bankruptcy protection after reaching a deal with lenders on the filing of a restructuring plan that would convert $1.45 billion owed to second lien noteholders into equity of the reorganized company. The Debtors have hired Vinson & Elkins LLP as counsel, Gray Reed & McGraw, P.C. as special counsel, Conyers Dill & Pearman as Bermuda counsel, Locke Lord LLP as regulatory counsel, PJT Partners LP as investment banker, Opportune LLP as financial advisor, Epiq Systems, Inc., as notice and claims agent. Wilmer Cutler Pickering Hale and Dorr LLP represents an ad hoc group of certain holders and investment advisors and managers for holders of obligations arising from the 8.25% Senior Notes due 2018 issued pursuant to that certain Indenture, dated as of Feb. 14, 2011, by and among EPL Oil & Gas, Inc., certain of EPL's subsidiaries, as guarantors, and U.S. Bank National Association, as trustee. The Office of the U.S. Trustee on April 26 appointed five creditors of Energy XXI Ltd. to serve on the official committee of unsecured creditors. The Committee retains Heller, Draper, Patrick, Horn & Dabney LLC as its co-counsel, Latham & Watkins LLP as its co-counsel, and FTI Consulting, Inc. as its financial advisor. EOGH LIQUIDATION: Taps Prime Clerk as Administrative Advisor ------------------------------------------------------------ EOGH Liquidation, Inc. seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Prime Clerk LLC as its administrative advisor. The firm will provide these services in connection with the Chapter 11 cases of EOGH Liquidation and its affiliates: (a) assist in the solicitation, balloting and tabulation of votes, and prepare any related reports as required in support of confirmation of a Chapter 11 plan, and in connection with such services, process requests for documents; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) manage and coordinate any distributions pursuant to a Chapter 11 plan; and (d) provide such other processing, solicitation, balloting and other administrative services. The firm's professionals and their hourly rates are: Analyst $30 - $45 Technology Consultant $80 - $90 Consultant $90 - $130 Senior Consultant $135 - $160 Director $165 - $185 Solicitation Consultant $185 Director of Solicitation $195 Michael Frishberg, co-president and chief operating officer of Prime Clerk, 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: Michael J. Frishberg Prime Clerk LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Tel: (212) 257-5450 About East Orange General Located in East Orange, New Jersey, East Orange General Hospital is 211-bed hospital that claims to be the only independent, fully accredited, acute-care hospital in Essex County and is a recognized leader in behavioral health services, renal dialysis, wound care, diagnostic services, emergency services, and family health care. East Orange General Hospital, Inc. and parent Essex Valley Healthcare, Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. N.J. Case Nos. 15-31232 and 15-31233) on Nov. 10, 2015. Martin A. Bieber, the interim president and chief executive officer, signed the petitions. The Debtors estimated both assets and liabilities in the range of $100 million to $500 million. The Debtors employed about 860 individuals at the time of the bankruptcy filing. The Debtors have engaged Lowenstein Sandler LLP as counsel, PricewaterhouseCoopers LLP as financial advisor, McCarter & English, LLP as special transactional counsel, and Prime Clerk LLC as claims, noticing and balloting agent. Judge Vincent F. Papalia has been assigned the cases. The Office of the U.S. Trustee appointed seven creditors to the official committee of unsecured creditors. The committee is represented by Arent Fox LLP and Trenk, DiPasquale, Della Fera & Sodono, P.C. Laura L. Katz was appointed the Patient Care Ombudsman on Nov. 23, 2015. Ms. Katz is a member of the law firm of Saul Ewing, LLP, which also serves as her counsel in the Ch. 11 case. EROSOL LLC: S. Gregory Hays Named Chapter 11 Trustee ---------------------------------------------------- Judge Mary Grace Diehl on June 27, 2016, entered an order approving the appointment by the Acting United States Trustee for Region 21 of S. Gregory Hays as Chapter 11 Trustee in the case of Erosol, LLC. The Chapter 11 Trustee may be reached at: S. Gregory Hays HAYS FINANCIAL CONSULTING, LLC 3343 Peachtree Road, NE, Suite 200 Atlanta, GA 30326-1420 The bond of the Chapter 11 Trustee will initially be set at $100,000. The bond may require adjustment as the trustee collects and liquidates assets of the estate, and the trustee is directed to inform the Office of the United States Trustee when changes to the bond amount are required or made. Guy G. Gebhardt, Acting United States Trustee for Region 21, on June 24, 2016, appointed Mr. Hays as Chapter 11 Trustee after consulting with the Debtor, current lessor Crushpad Properties, LLC, and secured creditor Swift Financial Corp. On June 23, 2016, the Court had entered an order directing the U.S. Trustee to appoint a Trustee. Erosol, LLC, sought Chapter 11 protection (Bankr. N.D. Ga. Case No. 16-57405) on April 28, 2016. The Debtor estimated less than $50,000 in assets and debt. The Debtor tapped Leonard R. Medley III, Esq., at Medley & Associates, LLC, as counsel. EUROTECH CABINETS: Case Summary & 13 Unsecured Creditors -------------------------------------------------------- Debtor: Eurotech Cabinets, Inc. 701 Del Norte Blvd., Suite 335 Oxnard, CA 93030 Case No.: 16-11257 Chapter 11 Petition Date: July 3, 2016 Court: United States Bankruptcy Court Central District of California (Santa Barbara) Judge: Hon. Peter Carroll Debtor's Counsel: John D Faucher, Esq. FAUCHER & ASSOCIATES 5743 Corsa Ave, Ste 116 Westlake Village, CA 91362 Tel: 818-889-8080 Fax: 805-367-4154 Email: jdf@johndfaucher.com Total Assets: $115,217 Total Liabilities: $1.78 million The petition was signed by Michael Leach, president. A copy of the Debtor's list of 20 largest unsecured creditors -- containing 13 entries -- is available for free at http://bankrupt.com/misc/cacb16-11257.pdf FARR ENTERPRISES: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Farr Enterprises, Inc. dba Mountain Harbour Marina P.O. Box 276 Nebo, NC 28761 Case No.: 16-40291 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: July 1, 2016 Court: United States Bankruptcy Court Western District of North Carolina (Shelby) Judge: Hon. Craig J. Whitley Debtor's Counsel: Edward C. Hay, Jr., Esq. PITTS, HAY & HUGENSCHMIDT, P.A. 137 Biltmore Avenue Asheville, NC 28801 Tel: (828) 255-8085 Fax: 828.251.2760 E-mail: ehay@phhlawfirm.com firm@phhlawfirm.com Total Assets: $2.11 million Total Liabilities: $1.19 million The petition was signed by Laura Aulgur, president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. FINTON CONSTRUCTION: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Finton Construction, Inc. 19701 E Country Club Drive, Apt #506 Aventura, FL 33180 Case No.: 16-19221 Chapter 11 Petition Date: June 30, 2016 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Hon. Laurel M Isicoff Debtor's Counsel: David L. Merrill, Esq. MERRILL PA 525 S Flagler Drive, 5th Floor West Palm Beach, FL 33401 Tel: (561) 877-1111 E-mail: dlmerrill@merrillpa.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by John Finton, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb16-19221.pdf FIRST QUANTUM: Moody's Raises Corporate Family Rating to B3 ----------------------------------------------------------- Moody's Investors Service upgraded the corporate family rating (CFR) and the probability of default rating (PDR) of First Quantum Minerals Ltd (FQM) to B3 and B3-PD from Caa1 and Caa1-PD, respectively. At the same time, Moody's has upgraded the ratings on all of the senior unsecured notes issued by FQM to Caa1 from Caa2. The outlook on all ratings remains negative. "The upgrade of FQM's CFR to B3 is primarily driven by the improvement in the liquidity position of the company, backed by execution of $712m asset disposal and signing of $1.8 billion re-financing package that includes a more accommodative schedule of financial covenants" says Elena Nadtotchi, Vice President - Senior Credit Officer and Moody's lead analyst for FQM. "The negative outlook on the B3 ratings mirrors the negative outlook on Moody's B3 sovereign rating of Zambia, which will remain the largest operating exposure for FQM by earnings and FFO generation, pending the completion of its green field project in Panama". RATINGS RATIONALE FQM's B3 corporate family rating is materially underpinned by the expectation that the company will execute its plan to increase production volumes by around 25% in 2016 and further in 2017 and deliver growth in EBITDA. Moody’s said, “we will closely monitor the production ramp up rate at the new Sentinel mine, that is expected to deliver the majority of growth in production and earnings the next 12-18 months, with the focus on the sufficiency of the energy supplied to both Kansanshi and Sentinel mines in Zambia. The country continues to face challenges in meeting electricity demands as a severe drought is adversely impacting hydroelectric power generation. We understand that FQM has sufficient electricity supply in Zambia to meet its needs in 2016. “Taking into account current 2016 production guidance for copper of 515-535 k tonnes, Moody's stable copper price assumptions of $2.15/lb, as well as existing hedging arrangements and the announced reduction in Zambian royalty rates, we expect the company to increase its adjusted EBITDA to around $950 million and its leverage to decline to below 6x at the end of 2016, compared to 8.5x debt/EBITDA at the end of 2015. “With gross debt currently standing at around 1x of FQM's market cap, we continue to see the company's capital structure as highly levered. FQM's Cobre Panama greenfield project will continue to weigh on the company's free cash flow generation. On our copper price assumptions, we expect FQM to generate negative FCF in the next 12-18 months because of the large CAPEX in 2016/2018. This investment programme will restrict FQM's ability to significantly reduce debt in the next two years. The pace of the deleveraging in 2016/2017 will therefore depend on FQM's ability to deliver production growth in Zambia, while continuing to keep Cobre Panama project costs and financial risks under control.” Finally, FQM's credit profile is constrained by the high metal and operational concentration, with material production exposure to Zambia. The deleveraging profile in particular is underpinned by the assumptions of a steady performance at Kansanshi mine and a timely production ramping up at Sentinel mine in the country. The credit profile, however, also benefits from the significant scale of production at these high-quality, low-cost copper mines and improved and low cost position of the group in 2016. Moody's expects FQM's cash costs to be close to the lower end of its 2016 guidance of $1.1-$1.25/lb for copper. The company also has a strong track record of finding buyers for its production. LIQUIDITY POSITION FQM has recently put in place $1.8 billion bank refinancing facilities, that together with the $712 million in proceeds from asset disposal and cash advances under the streaming agreements will support its investment funding needs in the next 12-18 months. The refinancing has also improved the financial flexibility of the group, as the new facilities include a more accommodative schedule of financial covenants. RATIONALE FOR THE NEGATIVE OUTLOOK Moody’s said, “the negative outlook mirrors the negative outlook assigned to the sovereign rating of Zambia (rated B3 negative). This reflects the material production exposure and concentration risk that FQM has to Zambia through its mines in the country. We note the company's heavy reliance on mining operations in the country and the strong link between its operating performance and government policy. FQM's two Zambian mines, Kansanshi and Sentinel, are expected to generate around 65-75% of total earnings until the Cobre Panama mine in Panama (Baa2 stable) reaches full production in 2018.” WHAT COULD CHANGE THE RATING -- UP/DOWN FQM's rating could be downgraded if its liquidity position weakens and deleveraging trend reverses, with debt/EBITDA remaining above 6.0x. Significant delays or cost overrun on Cobre Panama project may also lead to the downgrade of the rating. The rating may also be downgraded in the event of the downgrade of the sovereign rating of Zambia. An upgrade to FQM's ratings will be subject to further strengthening of the financial and operational profile, reflected in sustained positive FCF generation, reduced leverage, with debt/EBITDA below 4.5x, and strong execution and de-risking of Cobre-Panama project. Sustained strong liquidity position will be required for the upgrade of the ratings. First Quantum Minerals Ltd (FQM), headquartered in Canada and listed on the Toronto Stock Exchange, is a medium size mining company with a large operation in Zambia (B3 negative), which represents the large part of the company's earnings. In Zambia, FQM manages Kansanshi, a large and low-cost copper and gold deposit, as well as Sentinel a new low cost mine with production ramping up in 2016/2017. FQM also operates a small copper and gold mine in Mauritania (unrated), a nickel mine in Australia (Aaa stable), a copper mine in Spain (Baa2 stable) and another one in Turkey (Baa3 negative). FQM has an 80% interest in Cobre Panama, one of the world's largest copper deposits, in Panama (Baa2 stable). In 2015, FQM generated revenues of around $2.7 billion ($3.5 billion in 2014) and adjusted EBITDA of around $0.6 billion ($1.5 billion in 2014). FORT DRILLING: Proposes Oct. 21 as Claims Bar Date -------------------------------------------------- Fort Drilling, LLC, on June 29, 2016, filed with the U.S. Bankruptcy Court for the District of Colorado a motion to establish Oct. 21, 2016, as the deadline for the filing of proofs of claim. The meeting of creditors is scheduled to be held on July 11, 2016, at 12:30 p.m. To assist the U.S. Trustee, the Court and the Debtor in the administration of the case, the Debtor believes it is necessary to set a claims bar date. About Fort Drilling Fort Drilling, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 16-15466) on May 31, 2016. The Debtor tapped Goff & Goff, LLC as its legal counsel. FRAC SPECIALISTS: UCC Says Ch. 11 Trustee Needed for Liquidation ---------------------------------------------------------------- The Official Unsecured Creditors' Committee for Frac Specialists, LLC, et al., filed a motion on June 28, 2019, and an amended motion on June 29, for the appointment of a Chapter 11 trustee in the Debtors' Chapter 11 cases. "As the Committee has said in open court several times, as well as in pleadings, the CRO has done excellent work to stabilize the Debtors' operations, reduce unnecessary costs and attempt to maximize the value of the Debtors. The Committee believes the CRO has gone above and beyond in managing the Debtors and their bankruptcy estates. The United States Trustee has recently moved for the appointment of a chapter 11 trustee on the basis that the CRO has conflicting interests. The Committee could not disagree more. As counsel for the Committee has discussed with the UST, it is not uncommon for an estate fiduciary to wear several hats. The potential for there to be an appearance of any self-dealing is a far cry from anything approaching any nefarious activity in these cases. The Committee believes all parties have been transparent in these cases and have gone out of their way to maintain a fair bidding process. In these cases, the CRO and Debtors' counsel have fulfilled their duties to these bankruptcy estates. There is simply no merit to the UST's allegations," Aaron M. Kaufman, Esq., at Dykema Cox Smith, explains. "Nevertheless, a chapter 11 trustee is now warranted. Mr. Grossman's role in these cases was to stabilize the Debtors' operations and determine if reorganization was feasible. His engagement expressly excludes liquidation, and liquidation is likely beyond Mr. Grossman's expertise. While the Committee appreciates Mr. Grossman's services and has nothing but the utmost respect for all he has done to bring value to the bankruptcy estates, the Committee now believes that the estates' focus should be toward a plan of liquidation. Because the CRO's role does not include liquidation, and the estates would benefit from someone with expertise in liquidating the Debtors' assets and/or businesses in an orderly fashion, the Committee believes appointment of a chapter 11 trustee is in the best interest of the estates." Grossman as CRO On Feb. 3, 2016, the Committee filed its initial motion to appoint a chapter 11 trustee (the "Original Motion"), but has abated the Original Motion in light of the Debtors' agreement to employ Cary Grossman of Shoreline Capital as the Debtors' chief restructuring officer ("CRO"). The CRO's Role Was Limited. Shortly after the Committee filed the Original Motion, the Committee filed a joint motion with the Debtor to employ Mr. Grossman as CRO. The parties discussed Mr. Grossman's retention with the UST, and, following a hearing, the Court approved Mr. Grossman's retention without objection on February 17, 2016.5 Mr. Grossman's retention has been extended several times, all without objection from the UST. Mr. Grossman's engagement agreement with the Debtors made clear that he was being retained to reduce costs and find a viable alternative for the Debtors' reorganization. Paragraph 1(b)(iv) of his engagement agreement specifically provides that "nothing herein shall be deemed to authorize the CRO to initiate any receivership, plan of liquidation, Chapter 11 proceeding under the Bankruptcy Code or similar proceeding without the prior consent or approval of the Board of Directors . . . ." The Committee believes that orderly liquidation of businesses goes beyond Mr. Grossman's expertise, and most certainly lies beyond the scope of what Mr. Grossman was retained to do. Sale or Liquidation Now that Mr. Grossman has stabilized the Debtors' operations, the Debtors have been marketed for sale, either as a going concern or as a liquidation. Thus far, only one bid has been offered by Mr. Grossman. Mr. Grossman has proposed to acquire the Debtors, in part, under a reorganization plan that would pay creditors over time. The proposal purports to offer creditors a greater aggregate recovery than Mr. Grossman believes creditors would receive in a liquidation. No competing bids have been made to the Debtors through their investment advisor, SSG, to date. While the bid procedures allow for bids to be made through July 15, 2016, it does not appear from the communications received to date that there will be any serious "going concern" offers. Mr. Grossman's bid may be the highest and best "going concern" offer available to the estates, and the Committee invites him to continue his efforts to maximize value for the estates. Unfortunately, the Committee does not believe that the current proposal is likely to gain the necessary support from creditors to achieve confirmation. Thus, it is in the best interest of the estates to pivot toward liquidation -- which is beyond the scope of Mr. Grossman's role as CRO. Accordingly, the Committee believes a chapter 11 trustee can take over the Debtors' businesses and guide them toward a plan, which can incorporate a bid made under the current bid procedures, or establish a liquidating trust or entity to allow the Debtors' business or assets to be sold under a plan. Counsel to the Official Unsecured Creditors' Committee: Mark E. Andrews Aaron M. Kaufman DYKEMA COX SMITH 1717 Main Street, Suite 4200 Dallas, TX 75201 Tel: (214) 698-7800 Fax: (214) 698-7899 E-mail: mandrews@dykema.com akaufman@dykema.com About Frac Specialists Frac Specialists, LLC, Cement Specialists, LLC, and Acid Specialists, LLC, are oilfield service providers serving the exploration and production industry within the Permian Basin. Noble Natural Resources, LLC, Javier Urias and Alex Hinojos collectively own 100% of the membership interests in the Companies. The Companies sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 15-41974), on May 17, 2015. Larry P. Noble signed the petitions as manager. On May 27, 2015, the Court directed the joint administration of the cases. The Debtors disclosed $61,675,313 in assets and $57,982,488 in liabilities. Judge Michael Lynn presides over the cases. The Debtors tapped Lynda L. Lankford, Esq., and Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, as their counsel. The Debtors hired CBRE, Inc., as their real estate appraiser. The U.S. Trustee appointed five creditors to serve on an official committee of unsecured creditors. The Committee is represented by Mark E. Andrews, Esq., and Aaron M. Kaufman, Esq., at Dykema Cox Smith. FUNCTION(X) INC: Signs $1.2 Million Loan Agreement with Sillerman ----------------------------------------------------------------- Sillerman Investment Company VI, an affiliate of Robert F.X. Sillerman, the executive chairman and chief executive officer of Function(x) Inc. entered into a secured revolving loan agreement with the Company and its subsidiaries, wetpaint.com, Inc. and Choose Digital Inc., pursuant to which the Company can borrow up to $1,200,000. The Secured Revolving Loan bears interest at the rate of 12% per annum. The Secured Revolving Loan matures on Dec. 31, 2016, barring any events of default or a change of control of the Company. In connection with the Secured Revolving Loan, the Company and the Subsidiaries have entered into a Security Agreement with SIC VI, under which the Company and the Subsidiaries have granted SIC VI a continuing security interest in all assets of the Company and the Subsidiaries, with the exception of the Company's interest in DraftDay Gaming Group, Inc. The Company intends to use the proceeds from the Secured Revolving Loan to fund working capital requirements and for general corporate purposes. Because Mr. Sillerman is a director, executive officer and greater than 10% stockholder of the Company, a majority of the Company's independent directors approved the transaction. The Company borrowed $300,000 under the RI Convertible Note. $300,000 Convertible Promissory Note On June 27, 2016, the Company's Board approved the Company entering into a Convertible Promissory Note with Reaz Islam, an advisor to Robert F.X. Sillerman, the Company's executive chairman and chief executive officer, pursuant to which RI loaned Fn(x) $300,000. The RI Convertible Note bears interest at a rate of 12% and matures on Dec. 31, 2016. RI will have the right to convert the RI Convertible Note into shares of the common stock of the Company at such time, on such terms, and in accordance with such procedures as Sillerman will have the right to convert debt held by Sillerman into shares of the Company's common stock. The RI Convertible Note is subordinate to any note held by Sillerman and RI has agreed to execute any agreement reasonably required in connection therewith. The Company intends to use the proceeds from the RI Convertible Note to fund working capital requirements and for general corporate purposes. The Company borrowed $135,000 under the Secured Revolving Loan. Other Events As reported on the Company's Current Report on Form 8-K filed on May 20, 2016, on May 16, 2016, the Company entered into a Secured Revolving Loan with SIC VI. The Company borrowed an additional $145,000 under the May 16 Secured Revolving Loan. A total of $500,000 has been advanced under the May 16 Secured Revolving Loan. On June 29, 2016, the Company held a shareholders' meeting for the purpose of (i) updating the stockholders on the status of the Company; (ii) answering any questions that Company stockholders may have, and (iii) conducting such other business as may properly come before the board. No other business was brought before the board and no voting was conducted at the meeting. 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. GAMALIER GONZALEZ: Taps Heriberto Acevedo as Accountant ------------------------------------------------------- Gamalier Gonzalez Trucking Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire an accountant. The Debtor proposes to hire Heriberto Reguero Acevedo to provide these services in connection with its Chapter 11 case: (a) supervise the Debtor's accounting affairs and operations; (b) prepare and review the Debtor's monthly operating reports and other accounting reports necessary for the administration of its estate; (c) prepare and review income tax and property tax return; and (d) prepare the projection and all other analysis required for the proposal and confirmation of a Chapter 11 plan. Mr. Acevedo will be paid $150 per hour while his support staff will be paid $25 per hour. In a court filing, Mr. Acevedo disclosed that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Mr. Acevedo's contact information is: Heriberto Reguero Acevedo 150 Borinquen Ave Base Ramey Aguadilla P.R. 00603 Phone: 787-890-3980 Email: heribereg@aol.com The Debtor can be reached through its counsel: Jaime Rodriguez-Perez, Esq. Jaime Rodriguez Law Office, PSC Urb. Rexville, Calle 38 BB 21 Bayamon, PR 00957 Tel: (787)797-4174 Fax: (787)730-5454 Email: bayamonlawoffice@yahoo.com About Gamalier Gonzalez Gamalier Gonzalez Trucking Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 16-04601) on June 8, 2016. GAMALIER GONZALEZ: Taps Jaime Rodriguez as Legal Counsel -------------------------------------------------------- Gamalier Gonzalez Trucking Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire Jaime Rodriguez Law Office, PSC as its legal counsel. Gamalier tapped the firm to give legal advice with respect to its powers and duties as a debtor-in-possession in the continued operation of its business and management of its property; prepare legal papers on its behalf; and provide other necessary services. The firm's professionals and their hourly rates are: Jaime Rodriguez-Perez, Esq. $200 Paralegals $50 Law clerks $50 In a court filing, Mr. Rodriguez-Perez disclosed that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Jaime Rodriguez-Perez Jaime Rodriguez Law Office, PSC Urb. Rexville, BB-21 Calle 38 Bayamo, Puerto Rico, 00938 Phone: (787) 797-4174, 638-9704 Email: jaime_rodriguez_perez@yahoo.com jrlawoffice@gmail.com About Gamalier Gonzalez Gamalier Gonzalez Trucking Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 16-04601) on June 8, 2016. GAWKER MEDIA: Schedules Filing Deadline Extended to July 14 ----------------------------------------------------------- The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York granted Gawker Media LLC and its debtor-affiliates, an extension of 20 days, through and including July 14, 2016, to file their Schedules and Statements. About Gawker Media Founded 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. Gawker sought bankruptcy protection 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. 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. Houlihan Lokey was retained by the Debtors on May 16, 2016, to explore the possibility of a sale of all or substantially all of the Debtors' assets, with the goal of maximizing return to the Debtors' estates in the event of a possible chapter 11 filing. The Debtors estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. GOODRICH PETROLEUM: Receives Approval to Sell Assets ---------------------------------------------------- Stephanie Gleason, writing for Daily Bankruptcy Review, reported that Goodrich Petroleum Corp. received a bankruptcy judge's approval to go forward with a proposed asset sale on July 1, switching the direction of the oil and gas producer's chapter 11 case away from the debt-for-equity swap it negotiated with bondholders before filing for bankruptcy. According to the report, Judge Marvin Isgur of the U.S. Bankruptcy Court in Houston signed off on the request on July 1 during a brief hearing, delaying for a sale hearing two objections regarding whether certain creditors' claims will be part of an asset sale. An objection from the committee of unsecured creditors was resolved prior to the hearing. About Goodrich Goodrich Petroleum Corporation is an independent oil and natural gas company engaged in the exploration, development and production of oil and natural gas on properties primarily in (i) Southwest Mississippi and Southeast Louisiana, which includes the Tuscaloosa Marine Shale Trend, (ii) Northwest Louisiana and East Texas, which includes the Haynesville Shale, and (iii) South Texas, which includes the Eagle Ford Shale Trend. Goodrich Petroleum and its subsidiary Goodrich Petroleum Company, L.L.C. filed voluntary petitions on April 15, 2016, in the United States Bankruptcy Court for Southern District of Texas to pursue a pre-packaged Chapter 11 plan of reorganization. The Debtors have filed a motion with the Court seeking joint administration of the Chapter 11 Cases under the caption In re Goodrich Petroleum Corporation, et. al (Case No. 16-31975). Goodrich estimated $50 million to $100 million in assets and $500 million to $1 billion in liabilities. The petition was signed by Robert C. Turnham, Jr., president and chief operating officer. Bankruptcy Judge Marvin Isgur presides over the case. Bradley Roland Foxman, Esq., Garrick Chase Smith, Esq., Harry A. Perrin, Esq., David S. Meyer, Esq., and Lauren R. Kanzer, Esq., at Vinson & Elkins LLP, serve as the Debtors' counsel. Lazard Freres & Co. LLC, serves as the Debtors' investment banker while BMC Group, Inc., serves as notice, claims and balloting agent. The Office of the U.S. Trustee on April 27 appointed six creditors of Goodrich Petroleum Corporation to serve on the official committee of unsecured creditors. The Committee retained Akin Gump Strauss Hauer & Feld LLP as counsel. HEATHER MARIE BARTLETT: Proofs of Claim Due Aug. 31 --------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California has set a deadline of Aug. 31, 2016, for creditors to file proofs of claim against the estate of debtor Heather Marie Bartlett. For claims arising from rejection of executory contracts or unexpired leases pursuant to 11 U.S.C. Sec. 365, the last day to file a proofs of claim is the later of 30 days after entry of the order authorizing the rejection, and Aug. 31, 2016. For claims of governmental units, proofs of claim are due on the later of (a) 180 days after the date if the order for relief in the case, or (b) by Aug. 31, 2016. For claims arising from the avoidance of a transfer under Chapter 5 of the Bankruptcy Code, the last day to file a proof of claims is the later of (a) 30 days after entry of the judgment avoiding the transfer, or (b) Aug. 31, 2016. A creditor listed on the Schedules of Assets and Liabilities with claims or interests not scheduled as disputed, contingent, unliquidated or unknown, the claim or interest is demed filed in the amount set forth in the schedules, and the filing of a proof of claim or interest is unnecessary if the creditor agrees that the amount scheduled is correct and that the category in which the claim or interest is scheduled is correct. Heather Marie Bartlett, also known as Heather Marie Willems, doing business as Distribution for Young Living, sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 16-10524) on Feb. 10, 2016. The Debtor's counsel: Andrew S Bisom, Esq. THE BISOM LAW GROUP 300 Spectrum Center Drive, Ste. 1170 Irvine, CA 92618 Tel: (714) 643-8900 Fax: (714) 643-8901 E-mail: abisom@bisomlaw.com HERCULES OFFSHORE: Court Sets July 12 as Limited Claims Bar Date ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware granted the request of Hercules Offshore, Inc., et al., to establish deadlines by which proofs of claim based on prepetition debts or liabilities against any of the Debtors must be filed. The Court set July 12, 2016, at 5:00 p.m. (Eastern Time) as the Limited Bar Date. The U.S. Bankruptcy Court also approved the Debtors' proposed Proof of Claim Form, Bar Date Notice and Publication Notice, and notice and publication procedures. 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 and Morris, Nichols, Arsht & Tunnell LLP as co-counsel. HERTZ CORP: DBRS Confirms BB(low) Issuer Rating ----------------------------------------------- DBRS confirmed the ratings of HERTZ CORPORATION, including its Issuer Rating of BB (low). The trend on all ratings is Stable. The rating action follows the Company’s separation from its global equipment rental business, now called HERC Holdings, Inc. (HERC Holdings). The rating action is consistent with DBRS' view as previously stated that completion of the separation of the global car rental business from the global equipment business has no material impact on Hertz’s strong franchise and leading global market position in the daily vehicle rental market, which are key factors underpinning the ratings. Indeed, there is little market overlap or cross selling opportunities between the businesses. DBRS sees the separation as providing improved focus and execution on the strategic objectives and operational performance of each business, as well as enhancing each business’ financial flexibility, including the elimination of internal competition for capital. Although DBRS did view Hertz as benefiting from the revenue and earnings diversification provided by the global equipment rental business, this benefit did not provide material lift to the ratings. Specifically, for 2015, the global equipment rental business accounted for 14% of total revenues, and a Company calculated 18% contribution to adjusted pre-tax income, prior to general corporate expense, certain interest expense, and other business activities. DBRS notes that the global equipment rental business had a higher level of asset risk, given that it serves certain more volatile industries, including oil and gas. Overall, DBRS sees Hertz as being able to manage the loss in earnings contribution from the equipment rental business, especially given the Company’s success in broadening its revenue base to be less reliant on U.S. corporate travel volumes. Following the spin-off, the global equipment rental business will transfer to Hertz and its subsidiaries approximately $2.0 billion of consideration. Moreover, Hertz’s ultimate parent, Hertz Global Holdings, Inc. (or a subsidiary thereof), formerly known as Hertz Rental Car Holding Company, Inc. and Herc Holdings Inc. (or a subsidiary thereof), formerly known as Hertz Global Holdings, Inc. will enter into a number of agreements, including a separation and distribution agreement, a tax matters agreement, and an employee matters agreement. RATINGS DRIVERS Over the medium-term, sustained improvement in financial results underpinned by revenue growth, and improved operating and fleet efficiency could have positive rating implications. Conversely, ratings could come under pressure should the Company be unable to execute management's strategic initiatives to improve results evidenced by weak profitability, low utilization rates, and erosion of the Company’s market share. Further, any additional issues related to the Company's internal controls, risk management or corporate governance could lead to negative ratings pressure. HERTZ FINANCING: Exchange Amendments No Impact on Moody's Ratings ----------------------------------------------------------------- Moody's Investors Service, on June 30, 2016, announced that the amendments to the Third Amended and Restated Master Exchange Agreement and Third Amended and Restated Escrow Agreement, executed June 30, 2016, would not, in and of themselves and as of this time, result in the downgrade, the placement on review for possible downgrade or withdrawal of the ratings currently assigned to any outstanding notes issued by Hertz Vehicle Financing (HVF) or Hertz Vehicle Financing II (HVF II, and collectively with HVF, the issuers; unrated), wholly-owned subsidiaries of The Hertz Corporation (Hertz; B1 positive). The amendments allow Hertz to effect like-kind exchanges outside of its GE credit facility, which has been paid off and terminated, and add Hertz Car Sales LLC as a party to effect like-kind exchanges. The GE credit facility was an asset-based revolving facility providing fleet financing for Hertz's car rental operations in Hawaii, Kansas, Puerto Rico and the U.S. Virgin Islands. In assessing the potential impact on the ratings of the HVF and HVF II notes, Moody's noted that the amendments do not alter any provisions of the like-kind exchange program as they relate to the ABS program. Moody's has determined that the amendments, in and of themselves and at this time, will not result in the downgrade, the placement on review for possible downgrade or withdrawal of the ratings currently assigned to the notes. However, Moody's opinion addresses only the credit impact associated with the amendment, and Moody's is not expressing any opinion as to whether the amendments have, or could have, other non-credit related effects that may have a detrimental impact on the interests of note holders and/or counterparties. HORSEHEAD HOLDING: Key Employee Retention Plan Approved ------------------------------------------------------- U.S. Bankruptcy Judge Christopher S. Sontchi has approved the key employee retention plan for certain non-insider employees of Horsehead Holding Corp. The total maximum award pool to be paid to KERP participants will be $652,000. The Debtors are authorized to pay the KERP participants in two installments: 50% to be paid on the Effective Date of the Plan and 50% to be paid on Dec. 31, 2016. About Horsehead Holding Corp. Horsehead Holding Corp. is the parent company of Horsehead Corporation, a U.S. producer of specialty zinc and zinc-based products and a 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. ICAGEN INC: Acquires Sanofi's Oro Arizona Research Facility ----------------------------------------------------------- Icagen, Inc., has announced a definitive agreement to acquire Sanofi's ultra high-throughput biology, screening and chemistry capabilities and research facility in Oro Valley, Arizona (located near Tucson Arizona), to collaborate in a multi-year services contract for long term discovery services. Icagen will retain the majority of the talented scientists working at the Tucson site in the transition. The transaction is expected to close in the near future. The value of the deal was not disclosed. As part of its growth plans, the deal will enable Icagen to enhance its current expertise as a specialized pharmaceutical services company with leading capabilities in ion channels and transporters. "The acquisition of the Sanofi's west coast ultra high throughput screening Biology and Chemistry capabilities complements our scientific expertise enabling us to offer a broad range of integrated drug discovery services in a growing market," says Icagen President and CEO, Richard Cunningham. "Pharmaceutical and biotech companies continue to look for efficiency improvements and expertise in the drug development process and are increasingly relying on outsource providers," continued Cunningham. "The Sanofi team and operations is a great resource to enable our customers to advance their early drug discovery programs by bringing together the outstanding expertise of Icagen scientists with the unmatched portfolio of ion channel cell lines and assay technologies that we offer." As part of the agreement, Icagen will manage an extensive Sanofi compound library, making it accessible, under specific conditions, to a broader number of partners and increasing the potential for drug discovery. "The scientists at the Oro Valley site bring a high level of proficiency in synthetic and computational chemistry, and additional capabilities for rare disease biology and phenotypic screening," commented Douglas Krafte, chief scientific officer at Icagen. "This is a talented and dedicated team with an entrepreneurial mindset, and many successful drug discovery programs to their credit." The Oro Valley HTS and Compound Management Center has roots as a University of Arizona start-up. The facility has been operational since 1990, and has built a large novel proprietary collection of drug like compounds over the decades. The facility was originally privately acquired by MMD in 1995. Specifically, services at the site include, Discovery Biology, Chemistry and, Compound Management and Computational Chemistry. The site will also provide capacity in Cell Models, Human Biomarkers, Muscle Biology Expertise and Stem Cells-based assays. The facility will also feature High Volume Biology with a flexible Robotic Infrastructure capable of performing HTS in Ultra High 1536 format. It is intended that Icagen-T and Sanofi enter into a Master Services Agreement and a Library Service Agreement at closing of the transactions, the execution of which is a condition to the closing of the asset acquisition under the Asset Purchase Agreement. The MSA contains terms requiring that Icagen-T perform certain contract research for Sanofi, including, but not limited to, compound testing services. Pursuant to the terms of the MSA, it is intended that Sanofi will make payments to Icagen-T in consideration of Icagen-T's provision of expected services (including maintenance of the chemical libraries) in the aggregate amount of $32 million over the next five years of which: (i) $16.5 million is expected to be paid in year 1 with $11.9 million paid at closing; (ii) $9.5 million is expected to be paid in year 2; (iii) $3 million is expected to be paid in year 3; (iv) $2 million is expected to be paid in year 4; and (v) $1 million is expected to be paid in year 5. The Subsidy Payments are to be credited against all direct service costs for which Icagen-T performs services, and in the event the Subsidy Payments exceed the direct service costs, a maximum aggregate credit of $2 million will be carried forward to subsequent years during the term of the MSA. In addition, pursuant to the Library Agreement, Icagen-T will also be required to maintain the chemical libraries located in the Facility. The Chemical Library will continue to be owned by Sanofi. Upon closing of the Asset Purchase Agreement, Icagen-T will execute a Deed of Trust providing Sanofi with a five year, $5 million lien on the Facility, securing performance of Icagen-T's obligations under the MSA and the Asset Purchase Agreement. The lien is subject to termination upon the payment by Icagen-T of $5 million to Sanofi. The parties have also agreed to a Special Warranty Deed With a Right of Reverter which will revest in Sanofi all rights in the Facility in the event that Icagen-T sells the Facility at any time within the next five years and upon certain other events related to the leasing of space at the Facility. The reverter will terminate after five years as well as upon payment of the $5 million to extinguish the lien. A full-text copy of the Purchase Agreement is available at: https://is.gd/lILWcb About Icagen Icagen, Inc., formerly known as XRpro Sciences, Inc., is a biopharmaceutical company, focuses on the discovery, development, and commercialization of orally-administered small molecule drugs that modulate ion channel targets. Its drug candidates include ICA-105665, a small molecule compound that targets specific KCNQ ion channels for the treatment of epilepsy and pain, which is in Phase II clinical trial stage; and a compound that targets the sodium channel Nav1.7 for the treatment of pain, which is in Phase I clinical trial stage. Icagen reported a net loss applicable to common stock of $8.72 million on $1.58 million of sales for the year ended Dec. 31, 2015, compared to a net loss applicable to common stock of $569,288 on $541,794 of sales for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Icagen had $12.9 million in total assets, $11.2 million in total liabilities, $133,350 in convertible redeemable preferred stock, and $1.57 million in total stockholders' equity. 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, which has resulted in an accumulated deficit of approximately $22.143 million at Dec. 31, 2015. These conditions among others raise substantial doubt about the Company's ability to continue as a going concern. IHEARTMEDIA INC: Mulls Ending Debt Talks with Franklin-Led Group ---------------------------------------------------------------- Jodi Xu Klein, writing for Bloomberg News, reported that IHeartMedia Inc. said it may break off negotiations on restructuring some of its $21 billion of debt after failing to reach an agreement with some of its creditors. According to the report, the biggest owner of radio stations in the U.S., formerly known as Clear Channel Communications Inc., is assessing whether it will continue discussions "given the significant gap between the proposals," the company said in a statement. Franklin Resources Inc.'s subsidiary Franklin Advisers Inc. is the biggest holder of iHeart's $6.3 billion of term loans and has been leading the discussions, the report said, citing a person with knowledge of the matter, who asked not to be identified because the talks are private. The group of holders in May lost the suit against iHeart, claiming the company was in default due to a $100 million of stock transfer between subsidiaries, the report related. IHeart has been looking to push out maturities on its debt and reduce its interest expense, people familiar with the matter said in March, the report related, but no agreement has been reached and there's no guarantee that it will get done, the company said in the filings. Failure to strike a deal will add to iHeartMedia's difficulties in restructuring its debt load, of which about $10 billion is coming due in the next three years, the Bloomberg report pointed out. Much of these obligations were accumulated as part of a leveraged buyout by Bain Capital LLC and Thomas H. Lee Partners in 2008, the report noted. The creditor group is advised by PJT Partners Inc. and law firm Jones Day, while the company is represented by Millstein & Co. and Moelis. About iHeartCommunications iHeartCommunications, Inc., (formerly known as Clear Channel Communications, Inc.) is a global media and entertainment company. The Company specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The Company is dedicated to using the latest technology solutions to transform the company's products and services for the benefit of its consumers, communities, partners and advertisers, and its outdoor business reaches over 40 countries across five continents, connecting people to brands using innovative new technology. IheartCommunications reported a net loss attributable to the Company of $755 million on $6.24 billion of revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to the Company of $793.76 million on $6.31 billion of revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $13.8 billion in total assets, $24.4 billion in total liabilities and a total shareholders' deficit of $10.6 billion. Bankruptcy Warning "The ability to refinance the debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of the debt could be at higher interest rates and increase debt service obligations and may require us and our subsidiaries to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. These alternative measures may not be successful and may not permit us or our subsidiaries to meet scheduled debt service obligations. If we or our subsidiaries cannot make scheduled payments on indebtedness, we or our subsidiaries, as applicable, will be in default under one or more of the debt agreements and, as a result we could be forced into bankruptcy or liquidation," the Company said in its annual report for the year ended Dec. 31, 2015. * * * iHeartCommunications carries a 'CCC' Issuer Default Ratings (IDR) from Fitch Ratings and a 'Caa2 Corp." corporate family rating from Moody's Investors Service. IMAGINE! PRINT: Planned $50MM Loan Upsize No Impact on Moody's CFR ------------------------------------------------------------------ Moody's Investors Service said Imagine! Print Solution LLC's B2 Corporate Family Rating, B2-PD Probability of Default Ratings, debt instrument ratings and stable rating outlook remain unchanged following the company's announcement that it plans to upsize its first lien term loan by $50 million to finance the acquisition of Midnight Oil Agency, Inc. Imagine! Print Solutions, LLC, headquartered Minneapolis, MN, is a leading provider of in-store and brand-based marketing solutions. Following the 2016 LBO transaction, the company is majority owned by certain affiliates of private equity firm Oak Hill Capital Partners. Pro forma revenues for the 12 months ended March 30, 2016 (including Midnight Oil) totaled approximately $400 million. INDEPENDENCE TAX IV: Posts $6.7-Mil. Net Income for Fiscal 2016 --------------------------------------------------------------- Independence Tax Credit Plus L.P. IV filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing net income attributable to the Partnership of $6.68 million on $1.70 million of total revenues for the year ended March 31, 2016, compared to net income attributable to the Partnership of $10.8 million on $1.68 million of total revenues for the year ended March 31, 2015. As of March 31, 2016, the Partnership had $1.85 million in total assets, $5.90 million in total liabilities, and a $4.05 million total partners' deficit. At March 31, 2016, the Partnership's liabilities exceeded assets by approximately $4.05 million and for the year ended March 31, 2016, the Partnership recognized net income of approximately $10.2 million, including gain on sale of properties of approximately $10.6 million. The Partnership said these factors raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/gampwy About Independence Tax IV Independence Tax Credit Plus L.P. IV is a limited partnership which was formed under the laws of the State of Delaware on Feb. 22, 1995. The general partner of the Partnership is Related Independence L.L.C., a Delaware limited liability company. Centerline Holding Company was the ultimate parent of Centerline Affordable Housing Advisors LLC, the sole member of the Manager of the General Partner. On June 12, 2013, Centerline and an affiliate of Hunt Companies, Inc. entered into an agreement and plan of merger. On Nov. 14, 2013, the shareholders of Centerline approved the acquisition of Centerline by an affiliate of Hunt. On April 15, 2015, Alden Torch Financial LLC, a newly formed limited liability company, became the indirect owner of 100% of the equity interests in Centerline. Since April 15, 2015, ATF has been the ultimate parent and indirect owner of 100% of the equity interest in CAHA. Prior to April 15, 2015, Hunt had been the ultimate majority equity owner of CAHA. INTERVENTION ENERGY: Proposes Aug. 31 General Bar Date ------------------------------------------------------ Intervention Energy Holdings, LLC, et al., on June 29, 2016, filed with the United States Bankruptcy Court for the District of Delaware a motion seeking an order: (a) establishing Aug. 31, 2016 at 5:00 p.m. (ET) as the "General Bar Date" and deadline for all persons or entities, other than governmental units to file i. proofs of claim based on claims against any Debtor that arose prior to the Petition Date, including a claim against any Debtor for the value of goods sold to the Debtors in the ordinary course of business and received by the Debtors within 20 days before the Petition Date (a "503(b)(9) Claim"); and ii. proofs of interest asserting an equity interest in a Debtor as of the Petition Date. (b) establishing Nov. 16, 2016, at 5:00 p.m. (ET) as the "Governmental Bar Date" and deadline for all Governmental Units to file Proofs of Claim against the Debtors based on claims against any Debtor that arose prior to the Petition Date; and (c) establishing Aug. 31, 2016 at 5:00 p.m. (ET) as the "Administrative Claims Bar Date" and deadline for all persons or entities (except for the approved professionals retained in these Chapter 11 cases) holding any right to payment constituting an actual, necessary cost or expense of administering these cases or preserving the estates under section 503(b) and 507(a)(2) of the Bankruptcy Code (except for 503(b)(9) Claims) for the period from the Petition Date through July 15, 2016, to file a proof of Administrative Claim. Proofs of Claim, Proofs of Interest, and Administrative Claim Forms must be actually received by the Debtors' claims agent, Rust Omni, on or before the applicable Bar Date, at the following address: Intervention Energy Holdings, LLC, et al. Claims Processing c/o Rust Consulting/Omni Bankruptcy 5955 DeSoto Ave., Suite 100 Woodland Hills, CA 91367 Proofs of Claim, Proofs of Interest and Administrative Claim Forms submitted by facsimile or e-mail will not be accepted. A hearing on the Motion is scheduled for July 26, 2016. About Intervention Energy Intervention Energy Holdings, LLC and Intervention Energy, LLC filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 16-11247) on May 20, 2016. The petition was signed by John R. Zimmerman, president. The Hon Kevin J. Carey presides over the case. The Debtor estimated assets and debt of $100 million to $500 million. The Debtor tapped DLA Piper LLP (US) as counsel, and Rust Consulting/Omni Bankruptcy, as claims and noticing agent. IRMA GOMEZ: Proposes Aug. 15 Claims Bar Date -------------------------------------------- Irma Gomez on June 29, 2016, sought and obtained from the U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, an order establishing Aug. 15, 2016, as the date by which all creditors required by Fed.R.Bankr.P. 3003 to file proofs of claim, including those creditors holding disputed, contingent or unliquidated claims or interest, must file their Proofs of Claim or be forever barred from asserting said claims or interests. Any individual or entity asserting a claim against the state must file by Aug. 15, 2016, at 4:30 p.m., a proof of claim with: Clerk's Office U.S. Bankruptcy Court for District of Massachusetts John W. McCormack Post Office and Court House 5 Post Office Suqare Boston MA The Debtor believes that establishing a bar date will assist in the efficient administrative of the debts of the bankruptcy estate. Any claimant whose claims has been scheduled by the Debtor in the Schedules filed on May 23, 2016, as being neither disputed, contingent nor unliquidated need not file a claim unless such claimant asserts its claim in an amount or priority different from the amount or priority of the claim as scheduled by the Debtor. Irma Gomez sought Chapter 11 protection (Bankr. D. Mass. Case No. 16-11694) on May 3, 2016. The Debtor's attorney: Michael Van Dam, Esq. VAN DAM LAW LLP 233 Needham Street, Suite 540 Newton, MA 02464 Tel: (617) 969-2900 Fax: (617) 964-4631 IRON BRIDGE TOOLS: Committee Taps Akerman as Legal Counsel ---------------------------------------------------------- The official committee of unsecured creditors of Iron Bridge Tools, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Akerman LLP as its legal counsel. The firm will provide these legal services in connection with the Debtor's Chapter 11 case: (a) assist the committee in its consultation with the Debtor relative to the administration of its case; (b) assist the committee in analyzing the Debtor's assets and liabilities and in reviewing any proposed asset sales or dispositions; (c) attend meetings and negotiate with the representatives of the Debtor, secured creditors and other parties; (d) assist the committee in its examination and analysis of the conduct of the Debtor's affairs; (e) assist the committee in the review, analysis and negotiation of any plan of reorganization; (f) assist the committee in the review, analysis and negotiation of any financing or funding arrangements; (g) take all necessary action to protect and preserve the interests of the committee, including prosecuting actions on its behalf; and (h) prepare legal papers; and appear before the bankruptcy court and other courts. Eyal Berger and Catherine Douglas, the attorneys who will provide the services, will be paid $400 per hour and $300 per hour, respectively. They will be assisted by other attorneys employed by the firm whose hourly rates range from $275 to $525. Meanwhile, the hourly rates of paraprofessionals range from $180 to $275. In a court filing, Eyal Berger, a partner at Akerman, disclosed that the firm does not represent any interest adverse to the committee. The firm can be reached through: Eyal Berger, Esq. Akerman LLP Las Olas Centre II, Suite 1600 350 East Las Olas Boulevard Fort Lauderdale, Florida 33301 Tel: (954) 463-2700 Fax: (954) 463-2224 Email: eyal.berger@akerman.com About Iron Bridge Tools Iron Bridge Tools, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the Southern District of Florida (Fort Lauderdale) (Case No. 16-17505) on May 25, 2016. The petition was signed by Glenn Robinson, president. The Debtor is represented by Craig A. Pugatch, Esq., at Rice Pugatch Robinson Storfer & Cohen, PLLC. The case is assigned to Judge Raymond B. Ray. The Debtor estimated assets of $1 million to $10 million and debts of $10 million to $50 million. JOE JESSE MONGE: 5th Circ. Affirms Rojas, et al., Paid $12K Rent ---------------------------------------------------------------- The United States Court of Appeals for the Fifth Circuit affirmed the district court's judgment in the appeals case captioned JOE JESSE MONGE; ROSANA ELENA MONGE, Appellants, v. ALICIA ROJAS; FRANCISCO JAVIER JAYME, Appellees in relation to bankruptcy case In the Matter of: JOE JESSE MONGE; ROSANA ELENA MONGE, Debtors, No. 15-50180 (5th Cir.). Joe and Rosana Monge appeal the district court's judgment that adopted in part the bankruptcy court's proposed findings of fact and conclusions of law. This adversary matter arises out of the Monges' Chapter 11 bankruptcy proceeding. Aside from defunct corporations, the remaining defendants are Alicia Rojas and her husband, Francisco Jayme. Rojas is an attorney and licensed mortgage broker who, from late 2005 through 2008, was a mortgage broker for the Monges. Jayme is a licensed real estate agent who, during the same period, served as a real estate agent for the Monges. The adversary proceeding concerns mainly the sale and leasing of a house in New Mexico known as the Thoroughbred Property. The Monges object that the district court's reasoning rests on an erroneous factual basis, but they have waived the argument. The bankruptcy court proposed finding that Rojas and Jayme paid $12,568 in rent during the term of the lease agreement. And the district court adopted that proposed finding, to which the Monges never objected in the district court. A full-text copy of the Decision dated June 14, 2016 is available at https://is.gd/bCJmaj from Leagle.com. JOHN A. RITTER: Schedules of Assets and Liabilities Filed --------------------------------------------------------- John A. Ritter filed with the U.S. Bankruptcy Court for the District of Nevada his schedules of assets and liabilities, and statement of financial affairs. 1. Schedule A/B: Property (Official Form 106A/B) 1a. Total real estate, from Schedule A/B $1,159,679.00 1b. Total personal property, from Schedule /B $2,259,841.63 ---------------- 1c. Total of all property on Schedule A/B $3,419,520.63 2. Schedule D: Creditors Who Have Claims Secured by Property (Official Form 106D) $8,789,591.02 3. Schedule E/F: Creditors Who Have Unsecured Claims (Official Form 106E/F) $114,029,839.89 ---------------- Total liabilities $122,819,430.91 A copy of the Schedules is available at: http://bankrupt.com/misc/nvb16-10933-0123.pdf About John A. Ritter Certain alleged creditors of John A. Ritter, on February 29, 2016, filed an involuntary bankruptcy petition against him under chapter 7 of the Bankruptcy Code. Mr. Ritter opposed that petition. However, following discussions with the petitioning creditors, he agreed to entry of an order for relief against him under chapter 11 of the Bankruptcy Code. Agave Properties, LLC, and its 11 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev., Case No. 16-13338) on June 17, 2016. The petition was signed by John A. Ritter, manager. The bankruptcy cases are jointly administered under Mr. Ritter's Chapter 11 case, Case No. 16-10933. The cases are assigned to Chief Judge Bruce T. Beesley. The Debtors are represented by: Roberto Kampfner, Esq. Andrew Mackintosh, Esq. Aaron Colodny, Esq. White & Case LLP 555 South Flower Street Suite 2700 Los Angeles, CA 90071-2433 Tel: 213.620.7700 Fax: 213.452.2329 - and - Samuel A. Schwartz, Esq. Brian A. Lindsey, Esq. Schwartz Flansburg PLLC 6623 S. Las Vegas Boulevard Suite 300 Las Vegas, NV 89119 Tel: 702.830.4844 The Debtors tapped Phase Eleven Consultants LLC as claims agent. Conway Mackenzie, Inc. assisted the Debtors in preparing the bankruptcy petitions. At the time of the filing, Agave Properties and its 11 affiliates estimated their assets at $10 million to $50 million and liabilities at $100 million to $500 million. Tracy Hope Davis, U.S. trustee for Region 17, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of John Ritter and the 12 companies he manages. KEITHVILLE WELL: $337K From Equipment Sale to Be Paid to Nations ---------------------------------------------------------------- Keithville Well Drilling & Services, LLC, filed with U.S. Bankruptcy Court for the Western District of Louisiana, Shreveport Division, an amended motion to sell the estate's unneeded vehicles and water well drilling equipment to Complete Well and Pump Services, LLC for $336,703. For many years, Keithville drilled residential and commercial water wells, and more recently, it drilled water supply and injection wells for the oil exploration and production industry. As Keithville's business rapidly expanded and became more integrated into the oil industry, the company obtained a favorable contract with BHP. In order to service that contract, Keithville purchased a larger, second surface rig, surface rig two. In order to obtain purchase money financing in the amount of $5.5 million for the second surface rig, Keithville granted a security interest to Nations I Fund LLC ("Nations") in the second surface rig and substantially all other assets of Keithville's. By the time of the completion of the BHP contract, the oil drilling industry in this area had declined to the 1980's levels. Surface rig two became inactive in September 2015, and surface rig one became inactive in mid-November 2015. On Dec. 14, 2015, Keithville was forced to lay off a substantial number of surface rig employees which was followed by further layoffs. Prior to the Debtor's Chapter 11 filing, Nations and Keithville were negotiating a forbearance agreement, pursuant to which, Keithville intended to restructure its business operations by exiting the oil and gas well drilling business and concentrating its efforts on the water well drilling business. Keithville concluded that it was critical to reduce its ongoing operating expenses, including its payments to Nations, by returning to Nations certain pieces of the Prepetition Collateral which the Debtor no longer required or requires under its intended restructuring ("Surrendered Equipment") and in exchange, and upon liquidation of the Surrendered Equipment, Nations would apply the proceeds to reduce the Debtor's significant obligations to Nations. Immediately after filing its voluntary petition, the Debtor and Nations entered into an agreement embodied in two stipulations, each approved by the court ("Stipulations"), to continue the pre-petition strategies of the Debtor and Nations. Pursuant to the Stipulations and court authority, much of the Debtor's oil well drilling equipment and other unnecessary equipment and vehicles have been returned to Nations and subsequently placed for sale/auction. The Debtor, however, also retained certain equipment under the Court-approved Stipulations ("Retained Equipment"). While the Debtor intends to ultimately propose a Chapter 11 plan of liquidation to sell its remaining, unencumbered assets, including its unencumbered immovable property, to pay as much of its debts as possible, the Debtor needs to first immediately sell its property encumbered by Nations' liens, before pursuing such any Chapter 11 Plan, thereby reducing Nations' secured debt and benefiting the Debtor's estate and its creditors. The Debtor is the owner of certain unnecessary equipment and vehicles, located at the Keithville Yard in Keithville, Louisiana ("Sale Equipment"), all of which is subject to Nations' liens and encumbrances, and all of which was included in the Retained Equipment pursuant to the Stipulations. A copy of the list of the Sale Equipment and proposed sale prices attached to the Motion is available for free at: http://bankrupt.com/misc/Keithville_97_Sale_M.pdf Nations consents to the sale, and the following terms and conditions will be incorporated into the sale order: a) All gross proceeds of $336,703 will be paid to Nations at closing, directly by the Buyer; b) There will be no surcharge as to the aforementioned gross proceeds, to Nations or on any other asset that constitutes Nations' Collateral; c) There are no other agreements between the Debtor and the buyer (and any of their respective affiliates and/or insiders), other than the agreement between the Debtor and the Buyer to sell the Sale Equipment; and d) Upon closing, and upon Nations' receipt in full of $336,703 in cleared funds from the Buyer, Nations will release its lien on the Sale Equipment. Keithville Well Drilling & Services, LLC, is represented by: Robert W. Raley AYERS, SHELTON, WILLIAMS, BENSON & PAINE, LLC Suite 1400, Regions Tower 333 Texas Street (71101) P.O. Box 1764 Shreveport, Louisiana 71166-1764 Telephone: (318) 227-3322 E-mail: robertraley@arklatexlaw.com About Keithville Well Drilling & Services Keithville Well Drilling & Services, LLC, is a family business that was founded and operated by John Talley. Subsequently, Keithville was operated by his son, Howard Talley. Now, John Talley's grandson, Jeff Talley, and his great-grandsons, Jacob Talley and Eric Talley operate the family business. For many years, Keithville drilled residential and commercial water wells, and more recently, it drilled water supply and injection wells for the oil exploration and production industry. Keithville Well Drilling & Services sought Chapter 11 protection (Bankr. W.D. La. Case No. 16-10545) on April 1, 2016. The petition was signed by Jeffrey C. Talley, managing member. The Honorable Judge Jeffrey P. Norman is assigned to the case. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. Robert W. Raley, Esq., at Ayers, Shelton, Williams, Benson & Paine, LLC, serves as the Debtor's counsel. KEY WEST RESTAURANTS: Taps Michael Wiss as Legal Counsel -------------------------------------------------------- Key West Restaurants, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire the Law Offices of Michael Wiss and Associates. The Debtor tapped the firm to serve as its legal counsel in connection with its Chapter 11 case. The firm's professionals and their hourly rates are: Michael Wiss $375 Other Attorneys/Of Counsel $325 (Andrew Nichols) Paralegal/Legal Assistants $85 In a court filing, Mr. Wiss disclosed that the firm does not represent any interest adverse to the Debtor's estate. The firm can be reached through: Michael Wiss Andrew Nichols, Of Counsel Michael Wiss and Associates 11882 Greenville Ave., Suite 111, Box 11 Dallas, TX 75243 Telephone: (972) 889-9050 Telecopier: (972) 889-1175 About Key West Restaurants Key West Restaurants, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-31932) on May 11, 2016. KM VILLAS: Wants Exclusive Plan Filing Deadline Moved to Sept. 16 ----------------------------------------------------------------- K.M. Villas LLC asks the U.S. Bankruptcy Court for the Southern District of Florida to extend the exclusivity period within which the Debtor may file a plan of reorganization and solicit acceptances to the Plan, up to and including Sept. 16, 2016, and Nov. 15, 2016, respectively. The current exclusivity period within which the Debtor may file a plan of reorganization expired on July 1, 2016. HSBC Bank USA, N.A., asserts to have a first deed of trust against the Debtor's residential building in West Hollywood, California, in the amount of $2,115,335.04. The Debtor is disputing the HSBC Bank Claim and alleges, among other allegations, that HSBC Bank lacks standing as a creditor. On May 30, 2015, the Debtor filed a First Amended Plan and First Amended Disclosure Statement. On July 8, 2015, the Court entered an order (1) denying approval of Disclosure Statement; (2) denying motion for extension as moot; and (3) reserving ruling on motion to value, which denied approval of the Debtor's First Amended Disclosure Statement, without prejudice to filing a Second Amended Disclosure Statement, when appropriate. The Court, in the Disclosure Statement order, stated that this case cannot proceed to confirmation without first resolving several issues, including: (a) the value of the Property; (b) the legal effect of the abandonment of the Property in the prior personal bankruptcy of Kevin Hinds, Debtor's Managing Member; (c) whether title to the Property is properly vested in the Debtor; and (d) whether HSBC Bank has standing to enforce the mortgage on the Property. On Dec. 13, 2015, the Court entered an order granting the Debtor's third motion to extend exclusivity period in which the Debtor may file a Plan, which extended the exclusive period within which the Debtor may file a plan of reorganization to Jan. 12, 2016, and the exclusive solicitation period to March 14, 2016. The Court further stated in the Exclusivity Order that in the event that the Debtor seeks a further extension of these deadlines, any contested matter or adversary proceeding objecting to the HSBC Bank Claim must be filed no later than Jan. 12, 2016. On Jan. 12, 2016, the Debtor, by and through the Debtor's special litigation counsel, Nicole Moskowitz and Neustein Law Group PA, filed an adversary proceeding, objecting to the HSBC Claim and seeking other relief, including a determination of the validity, extent and priority of HSBC Bank's alleged lien against the Property. At the time that the Adversary Proceeding is adjudicated or resolved, the Debtor intends on filing a Second Amended Plan and Second Amended Disclosure Statement. The Debtor submits that it has a reasonable prospect for filing a viable plan of reorganization because it intends on the Property generating a positive cash flow, which will be sufficient to meet the required obligations to secured and unsecured creditors. The Debtor seeks an extension to the exclusivity periods to ensure the Debtor's continued management of its real estate business affairs and continued negotiation with its secured (and unsecured) creditors, as well as to preserve the Debtor's possibility of reorganization and going concern value for the benefit of creditors. Although this case involves only one real property, it contains a number of factual and novel legal issues. Additional time is necessary to prepare and negotiate a consensual plan and prepare adequate information, due to the fact that several issues must be decided, as identified in the Court's Disclosure Statement Order. The Debtor is paying its bills as they become due and has demonstrated reasonable prospects for filing a viable plan. The Debtor has continued its progress in negotiations with its creditors. This case has now been pending for over one year; however, the Debtor has demonstrated that it is doing everything possible to expedite a resolution of the Adversary Proceeding. Unresolved contingencies exist in that the Adversary Proceeding must be adjudicated or resolved before the Debtor is able to propose and file a Second Amended Plan. The Pretrial Conference in the Adversary Proceeding has been continued to Aug. 11, 2016, at 1:30 p.m. The Debtor's counsel can be reached at: Zach B. Shelomith, Esq. LEIDERMAN SHELOMITH ALEXANDER + SOMODEVILLA, PLLC 2699 Stirling Road, Suite C401 Fort Lauderdale, FL 33312 Tel: (954) 920-5355 Fax: (954) 920-5371 E-mail: zbs@lsaslaw.com About K.M. Villas K.M. Villas LLC, based in Miami, Florida, owns a four-unit residential building located at 930 – 934 N Harper Avenue, West Hollywood, California 90046. The Debtor has valued the Property at $1.30 million. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 15-14807) on March 16, 2015. Judge Robert A Mark presides over the case. The Debtor listed $1.3 million in assets and $2.76 million in liabilities. The petition was signed by Kevin Hinds, member. LAURA ELSHEIMER: Proposes Aug. 15 as Claims Bar Date ---------------------------------------------------- Laura Elsheimer LLC on June 29, 2016, filed a motion asking the U.S. Bankruptcy for the District of Massachusetts issue an order establishing Aug. 15, 2016, as the date by which all creditors required by Rule 3003 to file Proofs of Claim, including those creditors holding disputed, contingent or unliquidated claims or interest, must file their Proofs of Claim or be forever barred from asserting said claims or interests. Laura Elsheimer LLC filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 16-40853) on May 16, 2016. Michael Van Dam, Esq., at Van Dam Law LLP serves as the Debtor's bankruptcy counsel. LEHMAN BROTHERS: Said to Sell NYLO Hotel for $140-Mil. ------------------------------------------------------ Oshrat Carmiel, writing for Bloomberg News, reported that Lehman Brothers Holdings Inc. sold the NYLO New York City hotel, bringing the unwinding of the bank's real estate investments close to completion almost eight years after its bankruptcy. According to the report, citing a person with knowledge of the sale, who asked not to be named because the transaction hasn't been made public, the buyer of the hotel, at Broadway and 77th Street, was Ashkenazy Acquisition Corp., which also operates Boston's Faneuil Hall Marketplace and the retail at Washington's Union Station. Ashkenazy paid about $140 million for the 291-room property, the report further cited the the person as saying. The NYLO, first listed for sale in 2014, was one of the final properties remaining in the real estate portfolio that helped contribute to the investment bank's demise in 2008, the report related. Lehman Brothers has about $400 million left in commercial real estate assets, the report further related, citing bankruptcy court filings. Douglas Harmon and Adam Spies of Eastdil Secured LLC represented Lehman Brothers in the sale, the report said. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. * * * In October 2015, Lehman made its eighth distribution to creditors, bringing Lehman's total distributions to unsecured creditors to approximately $105.4 billion including (1) $77.2 billion of payments on account of third-party claims, which includes non-controlled affiliate claims and (2) $28.2 billion of payments among the Lehman Debtors and their controlled affiliates. As of September 2015, the trustee in charge of LBI has returned around $7.65 billion to the defunct brokerage's unsecured creditors, a recovery of about 35 cents on the dollar. LEI MACHINING: Taps Turnaround Team PLLC as Bankruptcy Counsel -------------------------------------------------------------- LEI Machining, LLC, asks for permission from the U.S. Bankruptcy Court for the District of Arizona to employ The Turnaround Team PLLC as bankruptcy counsel. The Firm will: a. give the Debtor legal advice with respect to the Debtor's powers and duties as debtor-in-possession in the continued operation of the Debtor's business and management of the Debtor's property; b. prepare on behalf of the Debtor as debtor-in-possession all necessary applications, answers, motions, orders, reports, and other legal papers; and c. perform all other legal services for the Debtor as debtor- in-possession that may be necessary in this case. The Firm will be paid at these hourly rates: Daniel E. Garrison, Esq., Managing Partner $565 Joseph E. Cotterman, Esq., Partner $565 Brian M. Blum, Esq., Associate $375 Fay Waldo, Esq., Associate $375 Mary Engel, Esq., Senior Paralegal $215 Brittany Chavez, Esq., Paralegal $195 Teresie Zmyslinski, Esq., Paralegal $180 Brian M. Blum, Esq., an attorney at the Firm, assures the Court that the Firm has no connection with the Debtor, or with any of the Debtor's creditors, or any other party in interest in this case, or with any of their respective attorneys or accountants, or the U.S. Trustee, or any person employed in the office of the U.S. Trustee, except that the Firm represents the Debtor in this case, and that the Firm represents no interest adverse to the Debtor in this case or in the Debtor's estate in the matters upon which the Firm is to be engaged. The Firm can be reached at: Brian M. Blum, Esq. THE TURNAROUND TEAM, PLLC Scottsdale Financial Center I 4110 North Scottsdale Road, Suite 340 Scottsdale, AZ 85251 Tel: (480) 421-9449 Fax: (480) 522-1515 E-mail: brian@turnaroundteam.com LEI Machining, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 16-7089) on June 22, 2016. LIFE EXTENSION REALTY: Taps Shenwick & Associates as Legal Counsel ------------------------------------------------------------------ Life Extension Realty LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Shenwick & Associates as its legal counsel. The firm will provide these services in connection with Life Extension's Chapter 11 case: (a) advising Life Extension with respect to its powers and duties as a debtor-in-possession; (b) advising and consulting the Debtor on its conduct during its Chapter 11 case; (c) attending meetings and negotiating with representatives of creditors and other parties; (d) taking all necessary actions to protect and preserve the Debtor's estate, including prosecuting actions on the Debtor's behalf; (e) preparing pleadings; (f) representing the Debtor in connection with obtaining authority to continue using cash collateral and post- petition financing; (g) advising the Debtor in connection with any potential sale of assets; (h) appearing before the court and any appellate courts; (i) advising the Debtor regarding tax matters; and (j) negotiate, prepare and obtain approval of a disclosure statement and confirmation of a Chapter 11 plan. The firm's attorneys will be paid $525 per hour while its paraprofessionals will be paid $200 per hour for their services. Aside from professional fees, Shenwick & Associates will also receive reimbursement for work-related expenses. James Shenwick, a principal of Shenwick & Associates, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: James H. Shenwick Shenwick & Associates 655 3rd Avenue, 20th Floor New York, New York 10017 Telephone: 212-541-6224 Facsimile: 646-218-4600 Email: jshenwick@gmail.com About Life Extension Realty Life Extension Realty LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-11750) on June 16, 2016. LINN ENERGY: Court Approves Employee Compensation Plan ------------------------------------------------------ BankruptcyData.com reported that the U.S. Bankruptcy Court approved LINN Energy's motion for entry of an order authorizing and approving the Debtors' (a) employee compensation plan for all non-insider employees, (b) critical employee recognition program and (c) executive incentive plan. As previously reported, "By this Motion, the Debtors request critical and what should be non-controversial relief: authority to continue three ordinary course historical employee compensation programs (the 'Compensation Programs') that each and every one of the Debtors' 1,621 employees rely upon to support their and their families' livelihoods. The 'Quarterly Compensation Plan' is the current form of the Debtors' historical incentive compensation program that applies to all non-insider employees throughout the organization. The 'Critical Employee Recognition Program' is a program, originally implemented in August 2015, to provide incentives to key members of the Debtors' middle management to stay with the Debtors through the current challenges posed by the low commodity pricing cycle. The 103 non-insider employees that participate in the Critical Employee Recognition Program include those persons that the Debtors strongly believe are critical to the Debtors' business. The 'Executive Incentive Plan' or 'EIP' is the only Compensation Program that applies to the six insiders of the Debtors. This program is specifically designed to incentivize and reward the Debtors' leadership team for meeting carefully selected goals determined to be critical to the company's ongoing success -- and thereby drive performance for the overall enterprise." About Linn Energy Headquartered in Houston, Texas, Linn Energy, LLC, and its affiliates are independent oil and natural gas companies. Each of Linn Energy, LLC and 14 of its subsidiaries filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-60040) on May 11, 2016. The petitions were signed by Arden L. Walker, Jr., chief operating officer of LINN Energy. The cases are before Judge David R. Jones. The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Jackson Walker L.L.P. as co-counsel, Lazard Freres & Co. LLC as financial advisor, AlixPartners as restructuring advisor, PricewaterhouseCoopers LLP as tax consultant, and Prime Clerk LLC as claims, notice and balloting agent. LIONS GATE: S&P Retains BB- CCR on Watch Neg on Pending Starz Deal ------------------------------------------------------------------ S&P Global Ratings said that its ratings on Santa Monica, Calif.-based independent film studio Lions Gate Entertainment Corp., including the 'BB-' corporate credit rating, remain on CreditWatch, where S&P had placed them with negative implications on March 16, 2016. "The CreditWatch placement reflects the risk that Lions Gate's credit measures might not improve to levels appropriate for the 'BB-' rating and the company's announcement on June 30, 2016, that it will acquire Starz LLC in a combination of cash and stock," S&P Global Ratings credit analyst Khaled Lahlo. The combined company will have an improved business risk profile (fair versus weak for Lions Gate on a standalone basis) due to the increased operational diversification. S&P expects that the revenue and cash flow stability of Starz's cable networks will offset the inherent volatility of Lions Gate's motion picture segment and the increased scale of distribution. "Although we expect incremental cost savings primarily from a tax standpoint, we believe the acquisition will weaken Lions Gate's core financial measures," said Mr. Lahlo. "The company's pro forma adjusted leverage, including production loans and about $4 billion of total debt at the consolidated entity, was above 9.1x as of March 31, 2016." Lions Gate's credit measures have worsened over the past few quarters due to the underperformance of its recent releases, particularly "Gods of Egypt" and "The Hunger Games: Mockingjay, Part 2." This affected the company's credit measures in two ways: it depressed cash flow and caused the company to increase its borrowings (production loans) to fund its upcoming film slate. The ratings were placed on CreditWatch negative, based on S&P's expectation that Lions Gate's upcoming film slate could underperform our expectation, and the lack of new franchises could cause the company's cash flows and credit ratios to further deteriorate. In resolving the CreditWatch placement, S&P expects to assess the combined company's ability to generate cash flow and reduce leverage. This assessment will also include management's financial policy and its commitment to reducing debt. From a business profile standpoint, S&P would view the transaction positively because it brings operational and financial diversification and improved scale for content production and distribution. However, the negative CreditWatch placement reflects the risks to S&P's base case scenario as continued weakness in the company's credit measures in fiscal 2017 could lead to a lower rating. Conversely, if S&P believes that Lions Gate's adjusted leverage were to remain above 5x, S&P could lower the corporate credit rating by one or two notches, depending on S&P's assessment of the company's leverage, cash flow, and liquidity. LOMBARD PUBLIC: S&P Lowers Rating on 2005A-2 Bonds to 'D' --------------------------------------------------------- S&P Global Ratings lowered its issue-level rating to 'D' from 'CC' on the Lombard Public Facilities Corp. series 2005A-2 bonds. The recovery rating remains unchanged at '4', indicating S&P's expectation of average (30%-50%; lower end of the range) recovery in the event of a payment default. "The rating action follows our expectation that LPFC will not pay the accelerated debt balance on the series 2005A-2 on June 30, 2016 as set forth in the trustee's notice of acceleration document," said S&P Global Ratings credit analyst David Lum. LUMIRAM DEVELOPMENT: White Plains Property Sale Hearing on July 22 ------------------------------------------------------------------ Lumiram Development Corp. and its sole equity holder Corinne Ham filed a joint motion to sell the property located and known as 615 Fifth Ave. Larchmont, New York. The efforts employed by the Debtor to sell the Property, without payment to a real estate broker, were successful and resulted in a contract with the purchaser, Safeguard Properties II, LLC, for the purchase price of $2,500,000. The purchaser's offer was for "all cash" and has no mortgage contingency. Since the Petition Date, the Debtor has been contacted by multiple parties showing a potential interest in purchasing the Property. The Debtor, therefore believes that the Property should be made available to other potential purchasers, in accordance with the provisions of Sec. 363 of the Bankruptcy Code. The Property has a fair market value of not less than $2,500,000. The property was appraised at $2,400,000 by Skyline appraisals on Jan. 25, 2016. A hearing on the Motion before Judge Robert Drain is scheduled for July 20, 2016, at 10:00 a.m. JP Morgan Chase holds a first priority secured lien against the Property in the assume approximate amount of $1,500,000. The Debtor anticipates that the various prepetition obligations in the total amount of $1,800,000 will be required to be paid at closing. The proposed Contract with Safeguard will yield sufficient proceeds to satisfy all of the Debtor's secured debt relating to the property, as well as all closing costs of the sale transaction. The proposed contract will leave sufficient surplus to pay all other creditors in full, or in such amount as provided in a confirmed plan. Resolution of the Debtor's secured obligations through the sale of the Property will enable the Debtor to deal with its remaining creditors by formulating a plan of reorganization. The Debtor anticipates filing a plan of reorganization, ideally to be confirmed after approval of the Motion and prior to the sale of the Property. Attorney for the Debtor: Michael A. Koplen, Esq. 14 S. Main Street New City, New York Telephone: (845) 623-7070 Attorney for Corinne Ram: ALTER & BRESCIA, LLP Bruce R. Alter 550 Mamaroneck Avenue, Suite 401 Harrison, NY 10528 Tel: (914) 670-0030 About Lumiram Development Lumiram Development Corp, a single asset real estate entity with a residential building located at 615 Fifth Ave, larchmont, New York, sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 15-22062) on Jan. 13, 2015. Judge Robert D. Drain is assigned to the case. The petition was signed by Corinne A. Ram, president. The Debtor estimated assets of $1.6 million and $1.64 million in debt. No Official Committee of Unsecured Creditors has been appointed. No trustee or examiner has been appointed. Michael A. Koplen, Esq. at Law Offices of Michael A. Koplen serves as the Debtor's counsel. M SPACE HOLDINGS: Committee Taps Parsons Behle as Legal Counsel --------------------------------------------------------------- The official committee of unsecured creditors of M Space Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the District of Utah to hire Parsons Behle & Latimer as its legal counsel. The Debtor tapped the firm to provide these services in connection with its Chapter 11 case: (a) advise the committee and take all necessary actions to protect the interests of the body of unsecured creditors of the Debtor's estate; (b) represent the unsecured creditors' interests at the first meeting of creditors, and any examination of the Debtor and its affairs; (c) consult with the Debtor and its advisors concerning the administration of the Chapter 11 case; (d) assist the committee in investigating the acts, conduct, assets, liabilities and financial condition of the Debtor; (e) assist the committee in providing information to unsecured creditors; (f) prepare legal papers; and (g) participate in the formulation of a plan of reorganization. Bruce White and Brian Rothschild will be primarily responsible for representing the committee. Mr. White will be paid $450 per hour for his services while the other lawyer will be paid $270 per hour. Parsons Behle and its attorneys are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Bruce H. White Brian M. Rothschild Parsons Behle & Latimer 201 South Main Street, Suite 1800 Salt Lake City, Utah 84111 Telephone: 801.532.1234 Facsimile: 801.536.6111 BWhite@parsonsbehle.com BRothschild@parsonsbehle.com ecf@parsonsbehle.com About M Space Holdings M Space Holdings, LLC, is a provider of turnkey complex modular space solutions. M Space sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah 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 tapped Holland & Hart LLP as counsel. The Debtor's asset Liquidator is Gordon Brothers Commercial & Industrial, LLC. The Debtor estimated assets and liabilities in the range of $50 million to $100 million. MADISON SQUARE TAVERN: Wants Plan Filing Extended to Sept. 29 ------------------------------------------------------------- Madison Square Tavern, Inc., asks the U.S. Bankruptcy Court for the Southern District of New York to extend the Debtor's exclusive periods to file a plan of reorganization and solicit acceptances of the plan for 90 days to Sept. 29, 2016, and Nov. 29, 2016, respectively. Since the Petition Date, the Debtor engaged a new management group, Simple Venue LLC, to market the restaurant and revitalize operations. These efforts are on-going. In the meantime, the Debtor has entered into a cash collateral stipulation with its secured lender, Greater Hudson Bank. The Debtor also successfully negotiated with its landlord for an extension of the deadline to assume or reject its lease until Sept. 30, 2016. The Debtor met with representatives of Greater Hudson Bank, and started the process of exploring ways to exit Chapter 11, whether through a new investor, a sale of the restaurant, a restructuring of the debt, or a combination of all three. The Debtor tells the Court that until discussions are completed, no plan of reorganization can be formulated. Therefore, the Debtor needs an extension of the exclusively periods. The Debtor anticipates that a plan will be filed well before the proposed extension expires. While the Debtor believes that it is unlikely that any other entity will seek to file a plan, maintaining an orderly process is necessary, particularly while negotiations with creditors are underway, and the Debtor is concerned that the case could become unsettled without an extension of both exclusive periods. The bankruptcy case is progressing, with all of the administrative matters resolved. The Debtor is current on its rent, its adequate protection payments and the quarterly fees owed to the Office of the US. Trustee. All operating reports have been filed through June, 2016. The Debtor intends to move forward with its negotiations over a viable exit strategy, and submits that an extension of exclusivity is warranted under the specific circumstances of this case. The Debtor's counsel can be reached at: J. Ted Donovan, Esq. Goldberg Weprin Finkel Goldstein LLP 1501 Broadway, 22nd Floor New York, NY 10036 Tel: (212) 221-5700 About Madison Square Tavern Headquartered in New York, New York, Madison Square Tavern, Inc., operates a restaurant at 150 West 30th Street, New York, New York, under a certain lease, dated July 30, 2013, with 150 Pin High LLC, 150 Habern LLC and 15 AB LLC as tenants in common. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-10520) on March 4, 2016, listing $2.27 million in total assets and $4.32 million in total liabilities. The petition was signed by Edward Dobres, president. Judge James L. Garrity, Jr., presides over the case. Ted J. Donovan, Esq., and Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP serve as the Debtor's bankruptcy counsel. MIDSTATES PETROLEUM: Seeks Approval of Key Employee Incentive Plan ------------------------------------------------------------------ BankruptcyData.com reported that Midstates Petroleum Company filed with the U.S. Bankruptcy Court a motion for entry of an order authorizing and approving the Debtors' senior executive incentive plan (SEIP) and key employee incentive (KEIP). The motion explains, "Continuation of the SEIP is a proper exercise of the Debtors' business judgment. The SEIP properly incentivizes the Senior Executives, who possess the leadership skills and expertise critical to the Debtors' ability to generate value for the Debtors' creditors. Accordingly, the Debtors have carefully structured the SEIP to improve operational performance while managing costs. By linking the Senior Executives' increased compensation opportunities to these various operational goals, the SEIP successfully and fairly aligns the interests of the Debtors, their employees, and their stakeholders. The continuation of the KEIP is a proper exercise of the Debtors' business judgment and should be approved. The Non-Insider Employees rely on their incentive awards as an integral component of their overall compensation. The KEIP signals to the Non-Insider Employees that their hard work and dedication will still be rewarded during a time of significant, ongoing stress for the Debtors' rank-and-file workforce." About Midstates Petroleum Company Midstates Petroleum Company, Inc. -- http://www.midstatespetroleum.com/-- is an independent exploration and production company focused on the application of modern drilling and completion techniques in oil and liquids-rich basins in the onshore U.S. Midstates' drilling and completion efforts are currently focused in the Mississippian Lime oil play in Oklahoma and Anadarko Basin in Texas and Oklahoma. The Company's operations also include the upper Gulf Coast tertiary trend in central Louisiana. Midstates Petroleum Company, Inc. and Midstates Petroleum Company LLC filed separate Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 16-32237 and 16-32238) on April 30, 2016. The petitions were signed by Nelson M. Haight, executive vice president and chief financial officer Judge David R Jones presides over the case. As of Dec. 31, 2015, the Company listed assets of $679 million and total debts of $2 billion. The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis International LLP as lead bankruptcy counsel, Jackson Walker LLP as their local and conflicts bankruptcy counsel, and Evercore Group L.L.C. as investment banker. Kurtzman Carson Consultants LLC serves as claims and noticing agent. The Office of the U.S. Trustee, on May 12, 2016, appointed three creditors to serve on the official committee of unsecured creditors. The Committee taps Squire Patton Boggs (US) LLP as counsel, Berkeley Research Group LLC as financial advisor, and Conway Mackenzie, Inc. as special E&P advisor. MILESTONE SCIENTIFIC: BP4 S.r.l. Reports 23.5% Stake ---------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, BP4 S.r.l. and Innovest S.p.A. disclosed that as of June 29, 2016, they beneficially own 5,750,491 shares of common stock of Milstone Scientific Inc. representing 23.5 percent of the shares outstanding. Giandomenico Trombetta also reported beneficial ownership of 5,861,141 shares. A copy of the regulatory filing is available for free at https://is.gd/xrfZO0 About Milestone Scientific Livingston, N.J.-based Milestone Scientific Inc. is engaged in pioneering proprietary, innovative, computer-controlled injection technologies and solutions for the medical and dental markets. Milestone Scientific reported a net loss attributable to the Company of $5.46 million on $9.49 million of net product sales for the year ended Dec. 31, 2015, compared to a net loss attributable to the Company of $1.70 million on $10.3 million of net product sales for the year ended Dec. 31, 2014. As of March 31, 2016, Milestone Scientific had $11.6 million in total assets, $3.24 million in total liabilities, all current, and total equity of $8.36 million. MILESTONE SCIENTIFIC: Signs Distribution Pact with Henry Schein --------------------------------------------------------------- Milestone Scientific Inc. announced that its Wand Dental, Inc. subsidiary has entered into a 10-year exclusive agreement with Henry Schein, Inc., a provider of health care products and services to office-based dental, animal health and medical practitioners, for The Wand STA Computer Assisted Anesthesia System. Under the agreement, Henry Schein's Exclusive Products Sales Specialist Team, which is comprised of 25 sales representatives and supported by 900 field service representatives, will exclusively market and distribute The Wand STA Computer Assisted Anesthesia System, together with a select group of other devices, in the United States and Canada. To help educate its customers about the benefits of The Wand, Henry Schein is training specific members of its sales team to become experts in the features and benefits of the STA system. The agreement has minimum purchase orders to maintain exclusivity in the third through tenth years, commencing at $2.75 million. Henry Schein will also continue to distribute the disposables for Wand Dental, Inc.'s legacy anesthesia system, The Compudent. The Wand® STA is the market-leading computer-controlled local anesthesia system, with over 50 million injections performed worldwide. The Wand performs both traditional and newer dental anesthesia injections in a more effective and comfortable way for both the patient and the provider. The instrument utilizes patented technologies like computer-regulated flow rates, Dynamic Pressure Sensing (DPS), and a uniquely ergonomic hand-piece to enable significant improvements over the traditional dental syringe, which has remained virtually unchanged for over 160 years. Gian Domenico Trombetta, CEO of Wand Dental, Inc. commented, "Following our success with Henry Schein earlier this year, we are excited to enter into this long-term, exclusive collaboration agreement. This agreement will enable us to partner with Henry Schein's field representatives and the company's unparalleled sales, marketing and distribution platform across North America. Meanwhile, we continue to expand our distribution partnerships globally and believe we have developed a highly cost effective and scalable platform to rapidly grow sales and profitability of our Wand Dental segment in the coming years." A full-text copy of the Exclusive Distribution and Supply Agreement is available for free at https://is.gd/dQvX0k About Wand Dental, Inc. Headquartered in Livingston, NJ, Wand Dental, Inc. is a wholly-owned subsidiary of Milestone Scientific, Inc. and is engaged in the manufacture and sales of advanced computer-controlled drug delivery technologies to the global dental market. The company currently sells its award-winning products through a global distribution network serving North and South America, Asia, Africa, Europe and the Middle East. About Milestone Scientific Livingston, N.J.-based Milestone Scientific Inc. is engaged in pioneering proprietary, innovative, computer-controlled injection technologies and solutions for the medical and dental markets. Milestone Scientific reported a net loss attributable to the Company of $5.46 million on $9.49 million of net product sales for the year ended Dec. 31, 2015, compared to a net loss attributable to the Company of $1.70 million on $10.33 million of net product sales for the year ended Dec. 31, 2014. As of March 31, 2016, Milestone Scientific had $11.60 million in total assets, $3.24 million in total liabilities, all current, and total equity of $8.36 million. NAKAYLA LLC: Seeks to Replace Kerkman & Dunn with Kurter Law ------------------------------------------------------------ Nakayla LLC has filed a motion seeking court approval of a deal that would allow the company to hire a new bankruptcy counsel. The agreement, if approved by the U.S. Bankruptcy Court for the Eastern District of Wisconsin, would allow the company to hire Kurter Law Offices in connection with its Chapter 11 case. The firm will replace Kerkman & Dunn, which has served as Nakayla's legal counsel since June last year. Kerkman has consented to the substitution. Kurter Law Offices will provide these services: (a) advise and assist the Debtor with respect to its duties and powers under the Bankruptcy Code; (b) advise the Debtor on the conduct of its Chapter 11 case; (c) attend meetings and negotiate with representatives of the creditors and other parties; (d) prosecute actions on behalf of the Debtor and defend actions commenced against the Debtor; (e) prepare legal papers; (f) advise the Debtor in connection with any potential sale of assets; (g) appear before the court; (h) assist the Debtor in preparing, negotiating and implementing a Chapter 11 plan; and (i) assist the Debtor in small claim state court actions related to any and all eviction proceedings and collection actions initiated by or against the Debtor that are necessary for its reorganization. The firm's professionals and their hourly rates are: Imran Kurter $125 Associate Attorneys $120 Non-Attorney Paraprofessionals $90 Mr. Kurter 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: Imran Kurter Kurter Law Offices 10012 West Capitol Drive Suite 206 Wauwatosa, WI 53222 Phone: 414- 368-8181 Email: KurterLawWI@gmail.com About Nakayla LLC Nakayla LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 15-25494) on May 12, 2015. NANOSPHERE INC: Common Stock Delisted from NASDAQ ------------------------------------------------- The NASDAQ Stock Market LLC filed a Form 25 with the Securities and Exchange Commission notifying the removal from listing or registration of Nanosphere Inc.'s common stock on the Exchange. About Nanosphere Nanosphere, Inc., develops, manufactures and markets an advanced molecular diagnostics platform, the Verigene System, that enables simple, low cost and highly sensitive genomic and protein testing on a single platform. The Verigene System includes a bench-top molecular diagnostics workstation that is a universal platform for genomic and protein testing and provides for multiple tests to be performed on a single platform, including both genomic and protein assays, from a single sample. Its proprietary nanoparticle technology provides the ability to run multiple tests simultaneously on the same sample. Nanosphere was founded by Chad A. Mirkin and Robert Letsinger on Dec. 30, 1999, and is headquartered in Northbrook, IL. Nanosphere reported a loss attributable to common shareholders of $42.84 million on $21.07 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common shareholders of $39.07 million on $14.29 million of total revenue for the year ended Dec. 31, 2014. As of March 31, 2016, Nanosphere had $39.78 million in total assets, $27.49 million in total liabilities and $12.29 million in total stockholders' equity. Deloitte & Touche LLP, in Chicago, Illinois, 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 continued use of cash to fund operations raise substantial doubt about its ability to continue as a going concern. NIERZWICKI HOLDINGS: Lexington Property Sale for $515,000 Approved ------------------------------------------------------------------ Judge Gregory R. Schaaf of the U.S. Bankruptcy Court for the Eastern District of Kentucky, Lexington Division, granted the emergency motion of Nierzwicki Holdings, LLC and its affiliates to sell the real property generally described as 517 West Main Street, Lexington ("Property"), Kentucky to Clark-Wolfe Rentals, LLC ("Buyer") for $515,000. The sale is free and clear of any and all interests. All interests existing against the Property immediately prior to transfer of the Property to the Buyer will attach to the Purchase Price with the same validity, extent, and priority as otherwise existed. The Purchase Price will be paid to Traditional Bank as first-priority lienholder and Stephen Pulliam is entitled to receive a $5,000 commission from the Proceeds. Nierzwicki Holdings, LLC and CDHP Holdings LLC ("Debtors"), along with Traditional Bank, Inc., had filed a motion seeking a sale of the Property to Clark-Wolfe for $515,000. While Traditional was previously granted stay relief, the order did not specify abandonment and the Debtors and Traditional have reached an agreement on the terms of sale with respect to 517 West Main. The Debtors and Traditional believe the proposed sale maximizes value of the property and request that the Court rule on the sale motion prior to ruling on the pending request for conversion or dismissal of the cases. The property is subject to or may be subject to liens or interests as follows: a) Traditional Bank – a mortgage lien approximately amounting to $763,336. b) 500's on Main Council of Co-Owners, Inc - HOA dues approximately amounting to $37,595. Postpetition, the Debtors retained Bronaugh & Pulliam SVN, LLC dba Sperry Van Ness to list and market the Property for sale. While the Property was listed, there were no purchase offers. In light of the efforts to market the property, the purchase price is deemed to be the highest and best offer that can be achieved. The Real Estate Purchase Agreement ("Sale Agreement") between Nierzwicki and the Buyer contains, among others, these relevant terms: a) The purchase price is $515,000. b) The Buyer has or will deposit $5,000 as earnest money in escrow with Buyer's attorneys, Kinkead & Stilz, PLLC. c) The sale will be free and clear of all liens, claims, interests, and encumbrances. d) Stephen Pulliam will be paid a $5,000 commission. e) Sale proceeds will be paid to Traditional as the first lien holder with respect to the Property. Counsel for the Debtors: Jamie L. Harris, Esq. DELCOTTO LAW GROUP PLLC 200 North Upper Street Lexington, KY 40507 Telephone: (859) 231-5800 Facsimile: (859) 281-1179 E-mail: jharris@dlgfirm.com Counsel for Traditional Bank: Kathryn Warnecke Ryan, Esq. KATHRYN WARNECKE RYAN PLLC P.O. Box 22300 Lexington, KY 40522-2300 Telephone: (859) 309 -5710 E-mail: kathy@kwryanlaw.com About Nierzwicki Holdings Nierzwicki Holdings, LLC, sought Chapter 11 bankruptcy protection (Bankr. E.D. Ky. Case No. 15-51985) on Oct. 8, 2015. The Debtor estimated assets and liabilities in the range of $500,001 to $1 million. Laura Day DelCotto, Esq., at Delcotto Law Group PLLC, serves as the Debtor's counsel. The petition was filed by Paul E. Nierzwicki, managing member. NORANDA ALUMINUM: July 7 Auction for Downstream Business -------------------------------------------------------- Judge Barry S. Schermer of the U.S. Bankruptcy Court for the Eastern District of Missouri, Southeastern Division, authorized Noranda Aluminum, Inc. and its affiliated debtors to enter into the stalking horse agreement between Norandal USA, Inc., Granges AB, and Beagle Acquisition Corp., for the sale of certain assets associated with the Debtors' Downstream Business. The Debtors seek to sell their Downstream Business at the rolling mills located in (i) Huntingdon, Tennessee, (ii) Newport, Arkansas, and (iii) Salisbury, North Carolina, together with any assets, facilities, real property, personal property, plants, equipment, inventory, and associated accounts receivable. The Stalking Horse Agreement contains, among others, the following relevant terms: (a) Purchase Price: Gross consideration of $302.5 million. Net cash consideration of $288 million ("Cash Consideration"), subject to adjustment to the extent working capital is less than or greater than $60 million. (b) Closing Date: No later than Aug. 31, 2016. (c) Bid Protections: (i) a break-up fee of 1.5% of the cash purchase price, which is $4.32 million based on the Cash Consideration, and (ii) expense reimbursement not greater than $1.5 million. The Modified Sale Process Dates are: -- June 29, 2016, at 5:00 p.m. (prevailing Eastern Time), is the bid deadline; and -- July 7, 2016, at 10:00 a.m. (prevailing Eastern Time), is the auction. Pursuant to the First Notice of Modified Sale Dates, the Sale Hearing is scheduled to take place on July 14, 2016, at 10:00 a.m. (prevailing Central Time). The Official Committee of Unsecured Creditors filed a statement saying that although it does not object to the approval of the Debtors' entry into the Stalking Horse Agreement, the Committee intends to object to the Sale on the grounds that: (1) there is no business justification for the Sale of the Downstream Business for it is highly profitable and has been providing funding to support the Debtors' struggling Upstream Business; and (2) the Sale of the Downstream Business as currently proposed will leave the Debtors administratively insolvent because the proceeds from Sale of the Downstream Business will likely not be sufficient to pay the Debtors' secured debt in full and the secured lenders have not committed to paying all administrative expenses through confirmation of a Chapter 11 plan. The United Steel, Paper and Forestry, Rubber, Manufacturing, Energy Allied Industrial and Service Workers International Union, the collective bargaining representative of the Debtors' employees at their Gramercy plant, reserved all rights to object to the result of the auction at the sale hearing on any basis, including with respect to the comparative treatment of employee obligations and future employment prospects. USW said it is prepared to bargain in good faith with any party that seeks to acquire the Debtors' productive assets and employ USW members in the interest of resolving any labor and benefit issues in a mutually satisfactory manner. Counsel to the Creditors' Committee: Kenneth A. Rosen, Esq. Jeffrey D. Prol, Esq. LOWENSTEIN SANDLER LLP 65 Livingston Avenue Roseland, NJ 07068 Telephone: (973) 597-2500 Facsimile: (973) 597-2400 Email: krosen@lowenstein.com jprol@lowenstein.com -- and -- Bruce S. Nathan, Esq. David M. Banker, Esq. LOWENSTEIN SANDLER LLP 1251 Avenue of the Americas New York, NY 10020 Telephone: (212) 262-6700 Facsimile: (212) 262-7402 Email: bnathan@lowenstein.com dbanker@lowenstein.com -- and -- Lisa A. Epps, Esq. SPENCER FANE LLP 1000 Walnut Street Suite 1400 Kansas City, MO 64106 Telephone: (816) 474-8100 Facsimile: (816) 474-3216 Email: lepps@spencerfane.com -- and -- Sherry K. Dreisewerd, Esq. Eric C. Peterson, Esq. Ryan C. Hardy, Esq. SPENCER FANE LLP 1 N. Brentwood Boulevard Suite 1000 St. Louis, MO 63105 Telephone: (314) 863-7733 Facsimile: (314) 862-4656 Email: sdreisewerd@spencerfane.com epeterson@spencerfane.com rhardy@spencerfane.com Counsel to United Steelworkers: Janine M. Martin, Esq. Emily R. Perez-Estepp, Esq. HAMMOND and SHINNERS, P.C. 7730 Carondelet, Suite 200 St. Louis, Missouri 63105 Telephone: (314) 727-1015 Facsimile: (314) 727-6804 Email: jmartin@hammondshinners.com eperez@hammondshinners.com -- and -- Thomas N. Ciantra, Esq. COHEN, WEISS AND SIMON LLP 330 West 42nd Street New York, New York 10036-6979 Telephone: (212) 563-4100 Facsimile: (646) 473-8228 Email: tciantra@cwsny.com -- and -- David Jury, Esq. Associate General Counsel UNITED STEEL, PAPAER ANS FORESTRY, RUBBER, MANUFACTURING, ENERGY ALLIED INDUSTRIAL AND SERVICE WORKERS INTERNATIONAL UNION 60 Boulevard of the Allies, Room 807 Pittsburgh, Pennsylvania 15222 Telephone: (412) 562-2400 Facsimile: (412) 562-2574 Email: djury@usw.org About Noranda Aluminum Noranda Aluminum, Inc., and 10 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Lead Case No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale W. Boyles, the chief financial officer. Judge Barry S. Schermer is assigned to the cases. The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT Partners, LP as investment banker, Alvarez & Marsal North America, LLC as restructuring advisors and Prime Clerk LLC as claims, solicitation and balloting agent. The Debtors estimated both assets and liabilities in the range of $1 billion to $10 billion. As of the Petition Date, the Debtors had approximately $529.6 million in outstanding principal amount of secured indebtedness, consisting of a revolving credit facility and a term loan facility. The Debtors had approximately 1,857 employees as of the Petition Date. NORANDA ALUMINUM: Minority Lenders No Right to Adequate Protection ------------------------------------------------------------------ Judge Barry S. Schermer of the U.S. Bankruptcy Court for the Eastern District of Missouri, Southeastern Division, denies the motion of the Ad Hoc Consortium of Minority Pre-Petition Term Lenders asking the Bankruptcy Court to direct Noranda Aluminum, Inc., et al., to provide adequate protection, holding that the Minority Lenders lack the standing to adequate protection. The Troubled Company Reporter, on June 27, 2016, reported that the Debtors filed an objection to the Motion filed by Consortium for adequate protection. "The Adequate Protection Motion is nothing more than a request by the Consortium â€“ a group of Pre-Petition Term Lenders holding just over 30% of the outstanding loans under the Pre-Petition Term Loan Agreement â€“ to have its legal fees and expenses paid for by the Debtors' estates, without any legal or contractual basis. The Consortium, who did not object to the approval of the Debtors' postpetition financing on either an interim or final basis, is not entitled to such relief under the Final DIP Order and has cited no factual development or change in circumstances that necessitates rewriting the terms of the Final DIP Order. Indeed, the only discernable development is the Consortium's retention of its own legal counsel. It is telling that the first and only pleading the Consortium has filed in these chapter 11 cases is one seeking payment of its own legal fees. Moreover, the Consortium has not asserted any recognizable entitlement to the reimbursement of its legal fees, whether as adequate protection or as undersecured prepetition creditors, or asserted or justified the need for any counsel beyond the Pre-Petition Term Agent's counsel," the Debtors argue. The Official Committee of Unsecured Creditors joined in on the Debtors' objection. The Consortium avers that the Debtors have not carried their burden of proving that the Minority Lenders are adequately protected. It further avers that the inherent potential conflict presented by Cortland's serving as both Pre-Petition Term Agent and Term DIP Agent affords the Minority Lenders the contractual right to demand separate counsel to protect their rights. The Consortium contends that the Final DIP Order neither provides this right as adequate protection, nor does it contain other provisions to allay the Minority Lenders' reasonable concerns. The Consortium argues that the objections are expensive, wasteful attempts by those already at the table to keep key parties in interest from having a seat and that such objections must be rejected. About Noranda Aluminum Noranda Aluminum, Inc., and 10 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Lead Case No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale W. Boyles, the chief financial officer. Judge Barry S. Schermer is assigned to the cases. The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT Partners, LP as investment banker, Alvarez & Marsal North America, LLC as restructuring advisors and Prime Clerk LLC as claims, solicitation and balloting agent. The Debtors estimated both assets and liabilities in the range of $1 billion to $10 billion. As of the Petition Date, the Debtors had approximately $529.6 million in outstanding principal amount of secured indebtedness, consisting of a revolving credit facility and a term loan facility. The Debtors had approximately 1,857 employees as of the Petition Date. NRAD MEDICAL: Wants Exclusive Plan Filing Deadline Moved to Oct. 3 ------------------------------------------------------------------ NRAD Medical Associates, P.C., asks the U.S. Bankruptcy Court for the Eastern District of New York to extend by 90 days through and including Oct. 3, 2016, the Debtor's exclusive time to file a Chapter 11 plan, and by 60 days through and including Dec. 2, 2016, the Debtor's exclusive time to solicit acceptances of that plan. A hearing on the Debtor's request is set for July 28, 2016, at 11:00 a.m. Objections to the request must be filed by July 21, 2016, at 4:00 p.m. The Debtor's exclusive period within which to file a Plan expires on July 5, 2016. The Debtor tells the Court that cause exists to extend its Exclusive Periods because the Debtor requires additional time to present adequate information to, and negotiate its Plan with, the Official Committee of Unsecured Creditors and Sterling National Bank, the Debtor's prepetition lender. The Debtor has also commenced litigation against 16 of its former shareholders, the result of which will have a significant impact on the formulation of its Plan in this case. Since the Debtor's Chapter 11 filing, it has been working with its professionals to wind down the certain of its business obligations, fulfill its obligations pursuant to its prepetition transaction with respect to its imaging practice, and negotiate a consensual Plan. The Debtor is faced with over $14 million in claims of its current and former shareholders, which are currently being addressed through multiple adversary proceedings. The Debtor has continued to work with the Committee towards a resolution of all the issues in this chapter 11 case, and those efforts remain ongoing. The Debtor believes that its efforts so far in this Chapter 11 case constitute good faith progress towards confirming a Plan. The Debtor has had substantial negotiations to date with the Committee, Sterling, and counsel to eleven former shareholders regarding a Plan, and believes that additional time is necessary in order to continue negotiations and prepare a consensual Plan. Less than one year has passed since the Petition Date, which, based upon the complexities of this case, is not a sufficient amount of time to propose a Plan during the Debtor's wind down of its operations. The Debtor says that its request for an extension of the Exclusive Periods is clearly an effort to work with, rather than pressure, the Committee and Sterling. Although significant progress has been made in the Debtor's case, the Debtor requires an extension of the Exclusive Periods to continue its wind down, prosecute its claims against its former shareholders, and provide time to negotiate with the Committee, Sterling, and its former shareholders in connection with its Plan in the hopes that the Debtor's Plan may be consensual. Granting the requested extension will allow the Debtor to prepare adequate information for the Committee, Sterling, and all creditors, and to proceed with a viable Plan. The Debtor's counsel can be reached at: Gerard R. Luckman, Esq. Brian Powers, Esq. SILVERMANACAMPORA LLP 100 Jericho Quadrangle, Suite 300 Jericho, New York 11753 Tel: (516) 479-6300 E-mail: GLuckman@SilvermanAcampora.com BPowers@SilvermanAcampora.com Website: http://www.silvermanacampora.com/ About NRAD Medical Associates NRAD Medical Associates, P.C., operated a regional radiology imaging medical practice and a regional radiation therapy practice with 16 locations throughout Long Island and Queens, New York. In June 2015, NRAD sold most of the assets utilized in the imaging practice assets in June 2015 to Meridian Imaging Group, LLC. In addition, NRAD and certain multi-specialty practitioners (e.g. gynecologists, internists, surgeons) were parties to agreements pursuant to which MSPs were employed by NRAD, certain assets require acquired and certain obligations were assumed. NRAD Medical sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 15-72898) in Central Islip, New York, on July 7, 2015. The case is assigned to Judge Louis A. Scarcella. The Debtor estimated assets and liabilities of $10 million to $50 million. The Debtor is represented by Anthony C Acampora, Esq., at Silverman Acampora LLP, in Jericho, New York. * * * On Aug. 13, 2015, the U.S. Trustee appointed David Kaplan, M.D., Henry Schein, Julian Safir, M.D., Nuclear Diagnostic Products and 415 Northern Blvd. Realty to the Official Committee of Unsecured Creditors. The Committee tapped Farrell Fritz, P.C. as counsel. On Sept. 10, 2015, the Court approved the sale of substantially all of the assets of the Debtor's RT Practice to St. Francis Hospital, Roslyn, NY, or its designee, free and clear of all liens, and claims. On Sept. 24, 2015, the Court entered an order approving the RT Sale. On Oct. 14, 2015, the Debtor filed its notice of closing and effective date with respect to the RT sale. OI SA: Brazil Court Agrees to Protect Company From Creditors ------------------------------------------------------------ Reuters reported that a Brazilian court accepted Oi SA's bankruptcy protection petition, allowing the country's largest phone company to move ahead with plans to reorganize operations and restructure 65.4 billion reais ($20.2 billion) of debt. According to the report, citing a court statement, the decision was made by judge Fernando Viana of the 7th Commercial Branch of Rio de Janeiro's Justice Tribunal who will supervise the reorganization on behalf of Oi and creditors. Viana said he accepted the petition because of the company's importance to the Brazilian economy, to ensure an organized restructuring of Oi's debts and to protect its suppliers, 70 million clients, 140,000 employees and taxes Oi pays to the Brazilian government, the report related, further citing the statement. "We are committed to continue investing to improve the quality of mobile, broadband, pay TV and fixed line telephone services to meet the needs of our clients," said Marco Schoeder, Oi's chief executive, after the petition was accepted, the report further related. About Oi SA Headquartered in Rio de Janeiro, and operating almost exclusively within Brazil, the Oi Group provides services like fixed-line data transmission and network usage for phones, internet, and cable, Wi-Fi hot-spots in public areas, and mobile phone and data services, and employs approximately 142,000 direct and indirect employees. Ojas N. Shah filed a Chapter 15 petition for Oi S.A. (Bankr. S.D.N.Y. Case No. 16-11791), Oi Movel S.A. (Bankr. S.D.N.Y. Case No. 16-11792), Telemar Norte Leste S.A. (Bankr. S.D.N.Y. Case No. 16-11793), and Oi Brasil Holdings Cooperatief U.A. (Bankr. S.D.N.Y. Case No. 16-11794) on June 21, 2016. The case is assigned to Judge Sean H. Lane. The Chapter 15 Petitioner is represented by John K. Cunningham, Esq., and Mark P. Franke, Esq., at White & Case LLP, in New York; and Jason N. Zakia, Esq., Richard S. Kebrdle, Esq., and Laura L. Femino, Esq., at White & Case LLP, in Miami, Florida. ONE BREWERY PLACE: Taps Thompson Law Group as Legal Counsel ----------------------------------------------------------- One Brewery Place, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Thompson Law Group, P.C. as its legal counsel. The firm will provide these services in connection with One Brewery's Chapter 11 case: (a) give legal advice with respect to One Brewery's powers and duties as a debtor-in-possession; (b) take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on its behalf; and (c) prepare legal papers and provide other necessary services. The firm's professionals and their hourly rates are: Attorneys $275 Paralegals $90 General office staff $45 Brian Thompson, Esq., at Thompson Law Group, 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: Brian C. Thompson Thompson Law Group, P.C. 125 Warrendale-Bayne Road, Suite 200 Warrendale, PA 15086 Phone: (724) 799-8404 Fax: (724) 799-8409 bthompson@thompsonattorney.com About One Brewery Place One Brewery Place, Inc. is the owner of a real estate located in Pennsylvania, which is being rented by Beaver Valley Bowling, Inc. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Penn. Case No. 16-22314) on June 23, 2016. ONTARIO CENTURY: Selling 3 Residential Condo Units for $315K ------------------------------------------------------------ Ontario Century Property, LLC, on July 13, 2016 at 10:30 a.m. will ask approval from Judge Timothy A. Barnes of the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, of its motion to sell its three residential units located at 182 West Lake Street, Chicago Illinois to Anthony Ferro for $105,000 per residential unit. As of the bankruptcy filing, the Debtor was the record title owner of one commercial condominium unit (#200) and three residential condominium units (#304, #311 and #400) located at 182 West Lake Street, Chicago, IL. Pursuant to Commercial Real Estate Purchase and Sales Agreements, Anthony Ferro has agreed to purchase the residential units at $105,000 per residential unit. The Debtor proposes to pay all the usual and customary expenses and prorations at the time of closing, including reasonable attorney's fees to its special counsel, William WOloshin. The Debtor will be fiing a motion to retain WOloshin as special counsel to perform services to the Debtor including, but not limited to, reviewing the contracts to sell real estate, making any necessary changes thereto and preparing the necessary closing documents. About Ontario Century Property Ontario Century Property, LLC, sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 15-34713) on Oct. 13, 2015. Joel A. Schechter, Esq., at Law Offices of Joel Schechterm serves as the Debtor's counsel. The Debtor estimated assets of $0 to $50,000 and $500,001 to $1 million in liabilities. PACIFIC WEBWORKS: Dynamic Webtools Assets Sale for $15K Approved ---------------------------------------------------------------- William T. Thurman of the U.S. Bankruptcy Court for the District of Utah, Central Division, authorized Pacific Webworks, Inc, to sell all assets ("Assets") of Dynamic Webtools, Inc., a subsidiary of the Debtor, to Tanner J. Purser for $15,000. The sale is free and clear of liens, claims, encumbrances, pledges, mortgages, security interests, charges, options, and other interests. The Court conducted a hearing on the Motion on June 22, 2016. Having reviewed and considered the Motion, Judge Thurman held that $15,000 purchase price to be paid by Mr. Purser for the Assets is fair and reasonable, the highest and best offer the Debtor received for the Assets, and will provide a greater recovery for the Debtor's creditors than would any other practical alternative. About Pacific WebWorks Pacific WebWorks, Inc., previously known as Asphalt Associates, was an application service provider and software development company. Pacific WebWorks sought Chapter 11 protection (Bankr. D. Utah Case No. 16-21223) on Feb. 23, 2016 to pursue an orderly liquidation of its assets. It estimated assets and debt of $1 million to $10 million. The Debtor tapped George B. Hofmann of Cohne Kinghorne as counsel. The Debtor also engaged Rocky Mountain Advisory as an independent contractor to provide management services, and appointed Gil Miller as chief restructuring officer. PATELKA DENTAL: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Patelka Dental Management, LLC 8332 Bustleton Street Philadelphia, PA 19152 Case No.: 16-14743 Chapter 11 Petition Date: July 1, 2016 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Magdeline D. Coleman Debtor's Counsel: Anne M. Aaronson, Esq. DILWORTH PAXSON LLP 1500 Market Street, Suite 3500E Philadelphia, PA 19102 Tel: 215-575-7000 Fax: 215-575-7000 E-mail: aaaronson@dilworthlaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Svetlana Kutovoy, president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. PEAK WEB: Sec. 341 Meeting of Creditors Set for July 15 ------------------------------------------------------- The meeting of creditors of Peak Web LLC is set to be held on July 15, 2016, at 12 noon, according to a filing with the U.S. Bankruptcy Court for the District of Oregon. The meeting will be held at: US Trustee's Office 620 SW Main St., Rm 223 Portland, OR 97205 The court overseeing the bankruptcy case of a company schedules the meeting of creditors usually about 30 days after the bankruptcy petition is filed. The meeting is called the "341 meeting" after the section of the Bankruptcy Code that requires it. A representative of the company is required to appear at the meeting and answer questions under oath. The meeting is presided over by the U.S. trustee, the Justice Department's bankruptcy watchdog. 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. PICO HOLDINGS: Lawndale Capital Issues Voting Intentions -------------------------------------------------------- PICO Holdings, Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a diversified holding company reporting recurring losses since 2008. PICO owns 57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water Company, Inc., a securities portfolio and various interests in small businesses. PICO has $664 million in assets and $434 million in shareholder equity. Central Square Management LLC and River Road Asset Management LLC collectively own more than 14% of PICO. Other activists at http://ReformPICONow.com/have taken to the Internet to advance the shareholder cause. The activist bloggers highlight Lawnddale Capital's voting intentions. They note that, "On Friday, July 1, 2016, Andrew Shapiro, of Lawndale Capital Management, in Mill Valley, California, announced his voting intentions for PICO Holdings. RPN gives Mr. Shapiro a high five for a proxy card that is perfectly-aligned with PICO shareowner interests. The bloggers compliment Mr. Shapiro, writing that he "eloquently explains that Howard Brownstein bears considerable responsibility for the removal of cumulative voting rights in the Delaware Reincoporation proposal. While RPN criticized the proposed Reincorporation's lack of cumulative voting rights, we failed to hold Mr. Brownstein accountable, as Mr. Shapiro appropriately does. Second, in a related point, Mr. Shapiro reminds PICO shareowners that Mr. Brownstein and Kenneth "The Slug" Slepicka seek reelection for 3-year terms. Mr. Shapiro correctly notes that PICO could have declassified its Board in a more shareholder-friendly way, through immediate one-year terms. Instead, PICO prolonged Board declassification as much as possible, and Mr. Shapiro is reluctant to commit his votes to Directorships under such conditions. Mr. Shapiro also appropriately notes that Mr. Brownstein bears greater responsibility for this shortcoming, due to his service on the Corporate Governance and Nominating Committee." Mr. Shapiro's release is provided in its entirety below: Lawndale Capital Management Announces Voting Intent on PICO Holdings Proposals Voting AGAINST ALL Proposals Except FOR the #5 De-Stagger and #3 Auditor Proposals Lawndale Capital Management and its affiliated funds are shareholders of PICO Holdings, Inc. (NASDAQ:PICO). Upon review and analysis of information available for PICO's upcoming July 11, 2016 Annual Meeting, Lawndale intends to vote its shares as follows: Proposal 1a: AGAINST - re-election of Howard Brownstein Proposal 1b: AGAINST - re-election of Kenneth Slepicka Proposal 2: AGAINST - ratification of Named Executive Officer compensation ("Say-On-Pay") Proposal 3: FOR - ratification of auditors Proposal 4: AGAINST - changing state of incorporation from California to Delaware Proposal 5: FOR - amendments to eliminate the classified board structure ("De-Stagger") Proposal 6: AGAINST - authority to adjourn the Meeting to solicit additional re-incorporation votes Lawndale's voting decision with respect to Proposal #1b, AGAINST re-election of Director Slepicka is influenced by his long board tenure during a period of sizable shareholder value destruction, excessive CEO compensation, and disturbing revelations regarding conflicts of interest involving investments by PICO and separately by PICO's CEO John Hart into Director Slepicka's company, Synthonics, Inc. These influences are magnified by the unnecessary sub-optimal 3-year staggered duration to Mr. Slepicka's proposed director term in advance of implementation of Proposal #5 (which we favor) to de-classify director terms to 1-year. Lawndale's voting decision with respect to proposal #4, AGAINST re-incorporating PICO from California to a new Delaware corporation is influenced by clear restrictions/risks imposed on shareholders (eg. removal of cumulative voting rights, creation of unrestricted "blank check" preferred shares, etc.) in the ("NewCo") PICO articles of incorporation that greatly outweigh the prospective benefits incorporating in Delaware might offer. We note that a new improved reincorporation proposal with Delaware Articles that better preserve shareholder rights could be presented to shareholders by either written consent or shareholder meeting immediately following proposal #4's defeat. Lawndale would favorably consider a proposal containing similar Delaware Articles to the current Proposal #4 but having cumulative voting rights, while also limiting use of new preferred shares to solely protecting PICO's tax NOLs. Lawndale's voting decision with respect to Proposal #1a, AGAINST re-election of Director Brownstein is influenced by a combination of both the company's poor current response to legitimate shareholder concerns regarding Mr. Slepicka and the removal of shareholder's cumulative voting rights in the Articles of Incorporation of the proposed new Delaware corporation. Director Brownstein chairs PICO's Audit Committee and also serves on PICO's Governance Committee, both of whose charters govern these actions or lack of actions. These influences are magnified by the unnecessary sub-optimal 3-year staggered duration to Mr. Brownstein's proposed director term in advance of implementation of Proposal #5 (which we favor) to de-classify director terms to 1-year. While we note PICO's late June 29, 2016 response to shareholder River Road's earlier inquiry addresses some, but not all, of our concerns regarding Mr. Brownstein's Audit Committee work, we also note that PICO's Governance Committee that Mr. Brownstein serves on chose, among other faster options, the slowest and least desirable route to de-stagger PICO's director terms. This slower route flies in the face of a clear mandate sent by shareholders who have suffered from sizable shareholder value destruction made worse by excessive CEO compensation. If there ever were a public company board in need of annual accountability, PICO's is one of the top candidates. Lawndale would favorably consider a re-incorporation proposal containing similar Delaware Articles to the current Proposal #4 but having cumulative voting rights, while also limiting use of new preferred shares to solely protecting PICO's tax NOLs. Additionally, Lawndale would favorably consider a re-nomination of Mr. Brownstein to PICO's board but for only a 1-year term, implementing the company's de-classification a year earlier than proposed. PLANDAI BIOTECHNOLOGY: Incurs $10 Million Net Loss in Fiscal 2015 ----------------------------------------------------------------- Plandai Biotechnology, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $10.07 million on $92,898 of revenues for the year ended June 30, 2015, compared to a net loss of $16.04 million on $265,735 of revenues for the year ended June 30, 2014. As of June 30, 2015, Plandai had $8.50 million in total assets, $16.82 million in total liabilities and a stockholders' deficit of $8.31 million. Pritchett, Siler & Hardy P.C., in Farmington, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2015, citing that the Company Company suffered a loss from operations during the years ended June 30, 2015 and 2014, has yet to establish a reliable, consistent and proven source of revenue to meet its operating costs on an ongoing basis and currently does not have sufficient available funding to fully implement its business plan. These factors raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/b6Wvkn About Plandai Based in Goodyear, Arizona, Plandai Biotechnology, Inc., through its recent acquisition of Global Energy Solutions, Ltd., and its subsidiaries, focuses on the farming of whole fruits, vegetables and live plant material and the production of proprietary functional foods and botanical extracts for the health and wellness industry. Its principle holdings consist of land, farms and infrastructure in South Africa. PLUG POWER: Closes $40 Million Loan Facility with Hercules Capital ------------------------------------------------------------------ Plug Power Inc. has closed on a long-term loan facility for up to $40 million with Hercules Capital. The proceeds will be used for working capital and general corporate purposes. The facility has a three year term, is secured by a first priority all-asset lien, and has an interest rate of 10.45 percent per annum. Canaccord Genuity and Oppenheimer & Co. Inc. acted as joint advisors on the debt financing. Hercules Capital, based in Palo Alto, CA, is one of the largest specialty finance companies and leading provider of structured debt to a range of technology companies and industries. Since inception in 2003, Hercules has committed more than $5.9 billion to over 350 companies and is the lender of choice for firms seeking growth capital financing. A perfect fit for Plug Power's needs, Hercules is uniquely positioned to quickly create innovative financing solutions that fit within a company's existing capital structure and map to its business objectives. "Hercules Capital is a great strategic partner to align with given their experience, size and ability to play an evolving role as Plug Power continues to grow," said Andy Marsh, CEO for Plug Power. "Our primary goal for both current and future capital initiatives is to leverage the best overall financing solutions that provide liquidity and overall economics, while avoiding equity dilution of Plug Power's shareholders." In addition to closing the Hercules loan facility, Plug Power has converted the short-term $25 million borrowing it closed in the first quarter with its strategic project finance partner to long-term project financing for certain deployments completed in the first half of 2016. This initiative broadens Plug Power's long term view with this strategic partner and sets the stage for follow on project financing support. "Completing these second quarter financing transactions are additional key steps in our long term capital strategy," said Paul Middleton, CFO for Plug Power. "These measures and other near term initiatives will help drive continued growth in both sales and profitability." Plug Power continues to actively develop additional long-term project financing solutions that can provide an attractive structure in the short-term, and give the Company flexibility and the option for greater return on investment in the long-term. Plug Power will discuss its project financing initiatives and capital strategy in more detail during its upcoming 2016 second quarter results conference call in early August. About Plug Power Plug Power Inc. is a provider of alternative energy technology focused on the design, development, commercialization and manufacture of fuel cell systems for the industrial off-road (forklift or material handling) market. Plug Power reported a net loss attributable to the Company of $55.7 million on $103 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to the Company of $88.5 million on $64.2 million of total revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, Plug Power had $209 million in total assets, $83.6 million in total liabilities, $1.15 million in series C redeemable convertible preferred stock and $125 million in total stockholders' equity. Bankruptcy Warning "Our cash requirements relate primarily to working capital needed to operate and grow our business, including servicing operating lease agreements, funding operating expenses, growth in inventory to support both shipments of new units and servicing the installed base, funding the growth in our GenKey "turn-key" solution which also includes the installation of our customer's hydrogen infrastructure as well as delivery of the hydrogen fuel, and continued development and expansion of our products. Our ability to achieve profitability and meet future liquidity needs and capital requirements will depend upon numerous factors, including the timing and quantity of product orders and shipments; attaining positive gross margins; the timing and amount of our operating expenses; the timing and costs of working capital needs; the timing and costs of building a sales base; the ability of our customers to obtain financing to support commercial transactions; our ability to obtain financing arrangements to support the sale or leasing of our products and services to customers and the terms of such agreements which may require us to pledge or restrict substantial amounts of our cash to support these financing arrangements; the timing and costs of developing marketing and distribution channels; the timing and costs of product service requirements; the timing and costs of hiring and training product staff; the extent to which our products gain market acceptance; the timing and costs of product development and introductions; the extent of our ongoing and new research and development programs; and changes in our strategy or our planned activities. If we are unable to fund our operations with positive cash flows and cannot obtain external financing, we may not be able to sustain future operations. As a result, we may be required to delay, reduce and/or cease our operations and/or seek bankruptcy protection," the Company stated in its annual report for the year ended Dec. 31, 2015. POLLYANNA LLC: Hires Gregory M. Seigel CPA as Accountant -------------------------------------------------------- Pollyanna, LLC, asks for authorization from the U.S. Bankruptcy Court for the Central District of California to employ Gregory M. Seigel CPA as Certified Public Accountant for the estate, as of March 14, 2016. Mr. Seigel will prepare and file the Debtor's 2012-2015 tax returns. Mr. Seigel will charge the Debtor $2,700 for preparation and filing of Debtor's 2012-2015 tax returns. Doug Reed, the Debtor's managing member will pay Mr. Seigel's fees. Mr. Seigel assures the Court that he has no connection With the Debtor, or principles of the Debtor, that he has no relationship or connection with the Debtor's creditors or other parties in interest or their respective attorneys, and that at the time the petition was filed, he was not a creditor of the estate. The accountant can be reached at: Gregory M. Seigel Certified Public Accountant Certified Financial Planner 18321 Ventura Boulevard, Suite 915 Tarzana, CA 91356 Tel: (818) 385-0284 Fax: (818) 385-0286 E-mail: gseigel@sagepointadvisor.com Pollyanna Properties LLC, based in Calabasas, California, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-11430) on May 11, 2016. The Hon. Maureen Tighe presides over the case. Matthew D. Resnik, Esq., at SIMON RESNIK HAYES LLP, serves as counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Douglas James Reed, managing member. PRATT WELL: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Pratt Well Service, Inc. PO Box 847 Pratt, KS 67124 Case No.: 16-11224 Chapter 11 Petition Date: June 30, 2016 Court: United States Bankruptcy Court District of Kansas (Wichita) Judge: Hon. Robert E. Nugent Debtor's Counsel: J. Michael Morris, Esq. KLENDA AUSTERMAN LLC 301 N Main, Suite 1600 Wichita, KS 67202 Tel: (316) 267-0331 E-mail: jmmorris@klendalaw.com Total Assets: $7.47 million Total Liabilities: $4.94 million The petition was signed by Kenneth C. Gates, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ksb16-11224.pdf PROGRESSIVE ACUTE CARE: Committee Taps Sills Cummis as Counsel -------------------------------------------------------------- The official committee of unsecured creditors of Progressive Acute Care, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Louisiana to hire Sills Cummis & Gross P.C. as its legal counsel. The committee tapped the firm to provide these services in connection with the Chapter 11 cases of Progressive Acute Care and its affiliates: (a) provide legal advice regarding the committee's rights, powers and duties; (b) prepare legal papers; (c) represent the committee in all matters arising in the Debtors' cases, including any dispute or issue with the Debtors or other third parties; (d) assist the committee in its investigation and analysis of the Debtors and their capital structures; and (e) represent the committee in all aspects of any sale and bankruptcy plan confirmation proceedings. Sills Cummis has agreed to reduce these current hourly rates of its attorneys and paralegals by 20 percent: Members $400 - $740 Of Counsel $375 - $725 Associates $295 - $495 Paralegals $100 - $295 Meanwhile, the primary attorneys who are anticipated to represent the committee and their respective discounted hourly rates are: Andrew H. Sherman $525 Boris I. Mankovetskiy $475 Lucas F. Hammonds $350 Mr. Sherman 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: Andrew H. Sherman Boris I. Mankovetskiy Lucas F. Hammonds Sills Cummis & Gross P.C. One Riverfront Plaza Newark, New Jersey 07102 Tel.: 973-643-7000 Fax: 973-643-6500 About Progressive Acute Care Progressive Acute Care, LLC and its three affiliates sought protection under Chapter 11 of the Bankruptcy Code in the Western District of Louisiana (Case No. 16-50740) on May 23, 2016. The cases are jointly administered under Case No. 16-50740. RANCHO ARROYO: Seeks to Hire Coldwell Banker as Broker ------------------------------------------------------ Rancho Arroyo Grande LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Coldwell Banker Residential Brokerage. The Debtor tapped the firm to serve as its broker in connection with the sale of its real property located at 1530 Roble Drive, Santa Barbara, California. Pursuant to its agreement with the Debtor, the firm will offer the real property for sale as exclusive sales agent until Dec. 12, 2016, for a listing price of $11.5 million. If an offer to sell the property is received during the exclusive listing period and the offer is accepted, the firm will be entitled to a commission of 5% of the sale price. Linda Lorenzen-Hughes, a real estate broker employed by Coldwell Banker, 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: Linda Lorenzen-Hughes Coldwell Banker Residential Brokerage 3938 State Street Santa Barbara, California 93105 The Debtor can be reached through its counsel: Karen L. Grant, Esq. The Law Offices of Karen L. Grant 924 Anacapa St Ste 1M Santa Barbara, CA 93101 Tel: 805-962-4413 Fax: 805-568-1641 Email: kgrant@silcom.com About Rancho Arroyo Rancho Arroyo Grande LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 15-12171) on October 30, 2015. The petition was signed by Christopher J. Conway, managing member. The case is assigned to Judge Peter Carroll. At the time of the filing, the Debtor disclosed $18.33 million in assets and $14.64 million in liabilities. REINSURANCE GROUP: Fitch Rates Subordinated Debt Due 2056 'BB+' --------------------------------------------------------------- Fitch Ratings has downgraded Reinsurance Group of America, Inc.'s (RGA) Long-Term Issuer Default Rating (IDR) to 'BBB+' from 'A-' and the Insurer Financial Strength (IFS) rating of RGA Reinsurance Company (RGA Reinsurance) to 'A' from 'A+'. The Rating Outlook is Stable. At the same time, Fitch has assigned a 'BBB' rating to RGA's recently issued $400 million of 3.95% senior notes due 2026 and a 'BB+' rating to RGA's recently issued $400 million of 5.75% fixed to floating rate subordinated debt due 2056. Proceeds were used for general corporate purposes and to pre-fund the March 2017 maturity of $300 million of senior debt. Under Fitch's methodology, a baseline recovery assumption of 'Poor' and non-performance risk assessment of 'Minimal' was applied to the subordinated notes. Therefore, the notes were notched down three rating levels from the holding company's Long-Term IDR. These securities receive no equity credit in Fitch's financial leverage ratio. The downgrade reflects the impact of the recent issuance on financial leverage. Pro forma financial leverage following the June 2016 issuance and the March 2017 maturity is 35%, the highest in Fitch's rated universe of North American life insurance companies. The downgrade also considers operating challenges in its core traditional life reinsurance business in the U.S., which has been subject to competitive pricing and declining cession rates and has caused the company to look for growth in riskier asset-intensive businesses and increase its exposure to interest rate risk. As a result, RGA's asset leverage (GAAP assets in relation to adjusted equity) has increased materially over the past several years and stood at 10x at March 31, 2016. KEY RATING DRIVERS Fitch views RGA's run-rate profitability as generally good, although down from historical levels. During the first quarter of 2016, the company reported net operating income of $121 million, down 0.8% from the same period in 2015. 2016 results were adversely impacted by net foreign currency movements, the impact of sustained low interest rates and somewhat elevated claims activity in Canada and the U.K. Fitch anticipates that profitability over the medium term will be constrained by competitive challenges in the company's core U.S. traditional business, ongoing low interest rates, higher interest expenses and the impact of weak foreign currencies. Fitch believes that the group's ability to service its debt remains sound. GAAP operating earnings-based interest coverage was 6.4x in the first quarter of 2016, down modestly from 6.5x in the first quarter of 2015. Fitch is concerned about the potential for increased earnings volatility due to a change in RGA's operating profile. RGA's ratings are based in part on the company's historical focus on traditional individual life mortality risk in the U.S. and Canada, where results have been relatively stable. While individual mortality experience is still the dominant driver of operating earnings in the U.S. traditional segment, RGA's other business, including long-term care, longevity risk and group life and health, account for an increasing proportion of earnings, and that trend is expected to continue. Fitch views this non-traditional business as potentially riskier. Fitch believes RGA's liquidity at the holding company level is strong. The holding company has committed to maintain cash and liquid assets of approximately $300 million. At March 31, 2016, the holding company had $674 million in cash and invested assets, or 4.5x projected 2016 interest expense. RGA Reinsurance's reported risk-based capital (RBC) ratio was 374% at year-end 2015. Fitch views the statutory capitalization of RGA Reinsurance as adequate, although the company relies on affiliated captive reinsurance to manage the excess statutory reserves associated primarily with its term-life book of business and to maintain target capital levels. At year-end 2015, RGA Reinsurance Company recognized $12.9 billion in reserve credit, or 733% of year-end surplus, for reserves ceded to special-purpose captive reinsurers. Fitch views RGA's above-average reliance on captive reinsurance as a unique risk. New NAIC requirements regarding the use of captive reinsurers have been introduced that will allow RGA's current captive arrangements to remain in place but will place limitations on its ability to utilize captives to finance reserve growth related to future business. RATING SENSITIVITIES Key rating triggers that could result in a downgrade include: -- A decline in GAAP earnings as evidenced by deterioration in GAAP interest coverage to below 6x; -- RBC of RGA Reinsurance drops below 300% on a sustained basis; -- GAAP asset leverage of 12x or higher. Key rating triggers that could result in an upgrade include: -- RBC of RGA Reinsurance of 400% or more on a sustained basis; -- Financial leverage maintained in the 28% range; -- GAAP interest coverage of 9x or more; -- GAAP asset leverage below 10x. Key rating triggers that could result in widened notching between the holding company and IFS rating include: -- Holding company financial leverage maintained above 35%. FULL LIST OF RATING ACTIONS Fitch has assigned the following ratings: -- $400 million 3.95% senior notes due Sept. 15, 2026 'BBB'; -- $400 million 5.75% fixed to floating subordinated debentures due June 15, 2056 'BB+'. Fitch has downgraded the following ratings with a Stable Outlook: Reinsurance Group of America, Inc. -- Long-Term IDR to 'BBB+' from 'A-'; -- $300 million 5.625% senior notes due March 15, 2017 to 'BBB' from 'BBB+'; -- $400 million 6.45% senior notes due Nov. 15, 2019 to 'BBB' from 'BBB+'; -- $400 million 5.00% senior notes due June 1, 2021 to 'BBB' from 'BBB+'; -- $400 million 4.70% senior notes due in 2023 to 'BBB' from 'BBB+'; -- $400 million 6.20% subordinated debt due 2042 to 'BB+' from 'BBB-'; -- $400 million variable-rate junior subordinated debentures due Dec. 15, 2065 to 'BB' from 'BB+'. RGA Reinsurance Company -- IFS to 'A' from 'A+'. RELATIVITY MEDIA: To Miss $30-Million Payment to Lenders -------------------------------------------------------- Tom Corrigan, writing for The Wall Street Journal, reported that Relativity Media LLC is expected to miss a previously scheduled $30 million payment to its lenders, according to people familiar with the matter, raising doubts about the company's ability to stay afloat just months after emerging from bankruptcy. According to the report, Relativity's plan to exit chapter 11 called for founder and chief executive Ryan Kavanaugh to have raised $50 million in new equity, enough to pay off at least $30 million Relativity owes to a group of hedge funds that bought the Hollywood studio's more-lucrative TV unit in October. But people familiar with the situation say Mr. Kavanaugh has yet to raise the new funding and has sought an extension of the $30 million payment, the report related. These people say that the funds will likely give Mr. Kavanaugh more time to come up with the cash, the report said. "We have concluded an agreement with a large strategic partner involving new equity," Mr. Kavanaugh said, though he declined to say how much, the report further related. "Relativity is pleased with its progress to date and excited about its upcoming releases," spokesman Edward Adler said, the report added. "We are on target with our expectations and feel optimistic about the future." About Relativity Fashion Relativity -- http://relativitymedia.com/-- is a next-generation global media company engaged in multiple aspects of content production and distribution, including movies, television, sports, digital and music. More than just a collection of entertainment-related businesses, Relativity is a content engine with the ability to leverage each of these business units, independently and together, to create content across all mediums, giving consumers what they want, when they want it. Relativity Studios, the Company's largest division, has produced, distributed or structured financing for more than 200 motion pictures, generating more than $17 billion in worldwide box-office revenue and earning 60 Oscar nominations. Relativity's films include Oculus, Safe Haven, Act of Valor, Immortals, Limitless, and The Fighter. Relativity Media LLC and its affiliates, including Relativity Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 15-11989) on July 30, 2015. The case is assigned to Judge Michael E. Wiles. The Debtors are represented by Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day, in New York. Brian Kushner of FTI Consulting, Inc., serves as chief restructuring officer and crisis and turnaround manager. Luke Schaeffer of FTI Consulting, Inc., serves as deputy CRO. Blackstone Advisory Partners L.P. serves as the Debtors' investment banker. The team is led by Timothy Coleman, Senior Managing Director, CJ Brown, Senior Managing Director, Paul Sheaffer, Vice President, and Joseph Goldschmid, Associate. The Debtors' noticing and claims agent is Donlin, Recano & Company, Inc. * * * An investor group composed of Anchorage Capital Group, L.L.C., Falcon Investment Advisors, LLC and Luxor Capital Group, LP on Oct. 21, 2015, completed its purchase of the assets of Relativity Television. After selling their TV business, the Debtors and CEO Ryan C. Kavanaughfiled a proposed plan of reorganization that will allow the Debtors to reorganize their non-TV business units with a substantially de-levered balance sheet utilizing new equity investments and new financing. Jim Cantelupe, of Summit Trail Advisors, LLC, assisted the Debtors in raising up to $100 million of new equity to fund the Plan. The Bankruptcy Court on Feb. 8, 2016 confirmed the Debtors' Fourth Amended Plan. A copy of the Fourth Amended Plan is available at http://is.gd/wZI1gd RIO CONSTRUCTION: Hires Buechler & Garber as Bankruptcy Counsel --------------------------------------------------------------- Rio Construction Services, LLC, seeks permission from the U.S. Bankruptcy Court for the District of Colorado to employ Buechler & Garber, LLC, as bankruptcy counsel, nunc pro tunc to May 27, 2016. The Firm will: a. provide the Debtor with legal advice with respect to its powers and duties; b. aid the Debtor in the development of a plan of reorganization under Chapter 11; c. file the necessary petitions, pleadings, reports, and actions that may be required in the continued administration of the Debtor's property under Chapter 11; d. take necessary actions to enjoin and stay until a final decree herein the continuation of pending proceedings and to enjoin and stay until a final decree herein the commencement of lien foreclosure proceedings and all matters as may be provided under 11 U.S.C. Section 362; and e. perform all other legal services for the Debtor that may be necessary. The Debtor desires to employ Counsel under a general retainer because of the extensive legal services required. Aaron A. Garber, Esq., a partner with the Firm, assures the Court that the Firm does not represent any creditor or party in interest adverse to the interest of the Debtor, and that the Firm is disinterested as defined by 1 1 U. S.C. Section 101(14) and does not have or represent an interest materially adverse to the interest of the estate or of any class of creditors. The Firm can be reached at: Aaron A. Garber, Esq. Buechler & Garber, LLC 99918th Street, Suite 12303 Denver, CO 80202 Tel: (720) 38 1-0045 Fax: (720) 381-0382 E-mail: aaron@bandg1awoffice.com Rio Construction Services, LLC, is 3 Brighton Colorado company, with its primary business focusing on construction services and trucking transportation Operations. It filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 16-13130) on April 4, 2016. The Debtor is represented by Aaron A Garber, Esq., at Buechler & Garber, LLC. ROOMSTORES OF PHOENIX: Hires Cunningham & Assoc. as Auctioneer -------------------------------------------------------------- The RoomStores of Phoenix, L.L.C., dba The RoomStore, asks for authorization from the U.S. Bankruptcy Court for the District of Arizona to employ Cunningham & Associates to conduct an auction sale of the Debtor's hard assets and remaining inventory. The Debtor wishes to employ Auctioneer to conduct an auction of the Remaining Assets located at the Warehouse. The Auctioneer has inspected the Remaining Assets and determined the most efficient way to auction the Remaining Assets. George Cunningham, the principal of the Auctioneer, says that he believes the mezzanine can be sold for somewhere between $10,000 and $100,000. "I plan to make the mezzanine available for sale in several lots which I believe will make the mezzanine more marketable and may bring in a higher price to the estate. In my opinion, removal of the mezzanine will take between five and seven days and will cost between $30,000 and $40,000. In my professional opinion, the Remaining Assets without the mezzanine are worth approximately $20,000," Mr. Cunningham states. The Auctioneer will receive 25% of the gross sale price of the assets sold plus the actual costs incurred in the auction. After the auction, the Auctioneer will deduct its fee of 25% and the costs of the sale and will then remit the remainder to the Debtor. Mr. Cunningham assures the Court that neither he, nor any other employee of the Auctioneer: (i) is a creditor, interest holder or insider of Debtor; (ii) holds or represents any interest adverse to the Debtor’s estate or the Debtor's creditors; (iii) has any direct or indirect relationship to, connection with, or interest in the Debtor; or (iii) is or has been a director, officer or employee of the Debtor. The Auctioneer can be reached at: Cunningham & Associates Shannon Flowers 6502 N. 27th Ave Phoenix, AZ 85017 Tel: (602) 595-6714 E-mail: shannon@auctionaz.com Website: www.auctionaz.com The attorneys for the Debtor can be reached at: Carolyn J. Johnsen, Esq. Katherine Anderson Sanchez, Esq. DICKINSON WRIGHT PLLC 1850 North Central Avenue, Suite 1400 Phoenix, Arizona 85004 Tel: (602) 285-5000 Fax: (602) 285-5100 E-mail: cjjohnsen@dickinsonwright.com ksanchez@dickinsonwright.com The special conflicts counsel for Debtor can be reached at: Michael W. Carmel, Esq. LAW OFFICES OF MICHAEL W. CARMEL, LTD. 80 East Columbus Avenue Phoenix, Arizona 85012-2334 Tel: (602) 264-4965 Fax: (602) 277-0144 E-mail: michael@mcarmellaw.com The attorneys for the U.S. Trustee can be reached at: Jennifer Giaimo U.S. TRUSTEE'S OFFICE 230 N. First Avenue, Suite 204 Phoenix, AZ 85003 E-mail: jennifer.a.giaimo@usdoj.gov ustpregion14.px.ecf@usdoj.gov The attorneys for International Rug Group, LLC, Watch Hill Furniture Capital, LLC, and SB Capital Group, LLC, can be reached at: Robert A. Boghosian, Esq. COHEN TAUBER SPIEVACK & WAGNER P.C. 420 Lexington Avenue, Suite 2400 New York, NY 10170 E-mail: rboghosian@ctswlaw.com -- and -- Dale C. Schian, Esq. Scott R. Goldberg, Esq. SCHIAN WALKER, P.L.C. 1850 North Central Avenue, #900 Phoenix, AZ 85004-4531 E-mail: ecfdocket@swazlaw.com The attorneys for Arizona Cardinals Football Club LLC and New Cardinals Stadium, LLC, can be reached at: John R. Clemency, Esq. Lindsi M. Weber, Esq. GALLAGHER & KENNEDY P.A. 2575 East Camelback Road Phoenix, AZ 85016 E-mail: john.clemency@gknet.com lindsi.weber@gknet.com The attorneys for Michigan Retail Services, Inc., dba Retailers Processing Network can be reached at: Jordan A. Kroop, Esq. Bradley A. Cosman, Esq. PERKINS COIE LLP 2901 N. Central Avenue, Suite 2000 Phoenix, AZ 85012 E-mail: jkroop@perkinscoie.com bcosman@perkinscoie.com -- and -- Richard M. Bendix, Esq. DYKEMA GOSSETT PLLC 10 South Wacker Drive, Suite 2300 Chicago, IL 60606 E-mail: rbendix@dykema.com The attorneys for Daniel Selznick can be reached at: Randy Nussbaum, Esq. NUSSBAUM GILLIS & DINNER, P.C. 14850 North Scottsdale Road, Suite 450 Scottsdale, AZ 85254 E-mail: rnussbaum@ngdlaw.com The conflicts counsel for the Debtor can be reached at: Michael W. Carmel, Esq. MICHAEL W. CARMEL, LTD. 80 East Columbus Avenue Phoenix, AZ 85012 E-mail: michael@mcarmellaw.com The attorneys for Paradise Valley Festival 04 A, LLC, can be reached at: Don C. Fletcher, Esq. LAKE & COBB, P.L.C. 1095 W. Rio Salado Parkway, Suite 206 Tempe, AZ 85281 E-mail: dfletcher@lakeandcobb.com The attorneys for Albany Industries, Inc., can be reached at: D. Andrew Phillips, Esq. MITCHELL, MCNUTT & SAMS, P.A. P.O. Box 947 Oxford, MS 38655-0947 E-mail: aphillips@mitchellmcnut.com The attorneys for the Arizona Department of Revenue can be reached at: Matthew A. Silverman ARIZONA ATTORNEY GENERAL'S OFFICE 1275 West Washington Street Phoenix, AZ 85007 E-mail: matthew.silverman@azag.gov stephanie.paine@azag.gov The attorneys for Maricopa County Treasurer can be reached at: Lori A. Lewis MARICOPA COUNTY ATTORNEY'S OFFICE Civil Services Division Security Center Building 222 N. Central Avenue, Suite 1100 Phoenix, AZ 85004 E-mail: lewisl01@mcao.maricopa.gov The attorneys for the Official Committee of Unsecured Creditors can be reached at: Clifford A. Katz, Esq. PLATZER, SWERGOLD, LEVINE, GOLDBERG, KATZ & JASLOW, LLP 475 Park Avenue South, 18th Floor New York, NY 10016 E-mail: ckatz@platzerlaw.com The Arizona Attorney General can be reached at: Mark Brnovich ARIZONA ATTORNEY GENERAL Civil Litigation Division CONSUMER PROTECTION & ADVOCACY SECTION 1275 West Washington Street Phoenix, AZ 85007 E-mail: stephanie.paine@azag.gov Official Committee of Unsecured Creditors can be reached at: Magnussen Home Furnishings Ltd. Attention: Tracey Skipp, MBA, CCP 1-66 Hincks Street New Hamburg ON, N3A2A3 E-mail: tskipp@magnussen.com Suns Legacy Partners, L.L.C., dba Phoenix Suns; Phoenix Arena Development Limited Partnership Attention: Melissa Goldenberg, Vice President/General Counsel c/o W. Scott Jenkins, Jr. and Alissa Brice, Quarles & Brady Two North Central Avenue Phoenix, AZ 85004 E-mail: scott.jenkins@quarles.com alissa.brice@quarles.com Tempur Sealy International, Inc. Attention: Lou Jones, EVP-General Counsel 1000 Tempur Way Lexington, KY 40511 E-mail: lou.jones@tempursealy.com Progressive Furniture, Inc. Attention: John Boring, Vice President of Finance 502 Middle Street Archbold, OH 43502 E-mail: johnb@progressivefurniture.com HTL Furniture Inc. Attention: Michael Ling, Vice President of Operations 3675 E. Huntingtin Drive, Suite 100 Pasadena, CA 91107 E-mail: michael.ling@us.htlinternational.com Guard Master, Inc. Attention: Dan Carmichael, Controller 110 Bi-County Blvd., Suite 101 Farmingdale, NY 11735 E-mail: dcarmichael@bedgear.com Attorneys for landlords Dobson IV Silos LLLP, Dobson IV Silos-Scottsdale, LLC, Dobson Silos Ownership Company, LLC, DJD Ownership Company, LLC and DJD Property Holdings, LLC, can be reached at: Roberta Livesay, Esq. HELM, LIVESAY & WORTHINGTON, LTD. 1619 East Guadalupe Road, Suite One Tempe, AZ 85283 E-mail: livesay.roberta@hlwaz.com office@hlwaz.com Attorneys for landlord Developers Diversified Realty Corporation can be reached at: Renee B. Weiss, Esq. DDRA AHWATUKEE FOOTHILLS, LLC 3300 Enterprise Parkway P.O. Box 228042 Beachwood, OH 44122 E-mail: rweiss@ddr.com Attorneys for landlord PV Alma School Road, LLC, can be reached at: Todd A. Burgess, Esq. GALLAGHER & KENNEDY, P.A. 2575 East Camelback Road Phoenix, AZ 85016 E-mail: todd.burgess@gknet.com -- and -- Plattner, Schneidman & Schneider, P.C. Attn: John Schneider 9141 East Hidden Spur Trail Scottsdale, AZ 85255 E-mail: jschneider@pssjlaw.com Attorneys for landlord HVTC, LLC, can be reached at: David Wn. Engelman, Esq. Patrick A. Clisham, Esq. ENGELMAN BERGER, P.C. 3636 N. Central Avenue, Suite 700 Phoenix, AZ 85012 E-mail: dwe@eblawyers.com pac@eblawyers.com Landlord ACF Property Management, Inc., can be reached at: ACF Property Management, Inc. 12411 Ventura Boulevard Studio City, CA 91604 Fax: (818) 505-6778 E-mail: sjetton@acfpm.com The attorneys for landlord LIT PC, L.P., can be reached at: Michael A. Jones ALLEN MAGUIRE & BARNES, PLC 1850 N. Central Avenue, Suite 1150 Phoenix, AZ 85004 E-mail: mjones@ambazlaw.com Other landlords can be reached at: Abrams Realty & Management Attn: Daniel M. Abrams 444 West Camelback Road Phoenix, AZ 85013 SBMC Mesa, LLC c/o SB Management Corporation 433 North Camden Drive, Suite 800 Beverly Hills, CA 90210 STORE Master Funding III, LLC Attn: Michael T. Bennett, Executive Vice President – Operations 8501 E. Princess Drive, Suite 190 Scottsdale, AZ 85255 Tri Valley Associates, LLC c/o Larsen Baker, LLC 6298 East Grant Road, Suite 100 Tucson, AZ 85712 Lewis and Roca LLP Attn: Amy Altshuler 40 North Central Avenue, Suite 1800 Phoenix, AZ 85004 BPT, L.L.C. Attn: Jeff Tang 4350 E. Camelback Road, Suite E200 Phoenix, AZ 85018 PV Alma School Road, LLC 4350 La Jolla Village Drive, Suite 110 San Diego, CA 92122 Chad Roberson HONNE CAPITAL LLC 375 Park Avenue, 26th Floor New York, NY 10152 E-mail: roberson@honnecapital.com Jennifer D. Raviele KELLEY DRYE & WARREN LLP 101 Park Avenue New York, New York 10178 E-mail: jraviele@kelleydrye.com The attorneys for secured creditor Heritage Home Group LLC can be reached at: Eric Pezold, Esq. Emily Gildar Wagner, Esq. SNELL & WILMER L.L.P. One Arizona Center 400 E. Van Buren Phoenix, AZ 85004 E-mail: epezold@swlaw.com eqagner@swlaw.com The attorneys for secured creditor Heritage Home Group LLC can be reached at: John J. Cruciani, Esq. HUSCH BLACKWELL LLP 4801 Main Street, Suite 1000 Kansas City, MO 64112-2551 E-mail: john.cruciani@huschblackwell.com Secured creditor Broyhill/Lane - Heritage Home Group LLC can be reached at: Broyhill/Lane - Heritage Home Group LLC Michelle Patterson Senior Financial Services Representative Strategic & Canadian Accounts Heritage Home Group LLC Thomasville, NC 1925 Eastchester Drive High Point, NC 27265 E-mail: michelle.patterson@heritagehome.com Secured creditor Sealy / Sterns & Foster can be reached at: Sealy / Sterns & Foster C. Dean Berrier Associate Manager, Credit and Collections Tempur Sealy International, Inc. One Office Parkway Trinity, NC 27370 E-mail: dean.berrier@tempursealy.com Secured creditor Synchrony Bank can be reached at: Synchrony Bank Attn: Risk Management 950 Forrer Boulevard Kettering, OH 45420 Secured creditor Penske Truck Leasing Co., L.P., can be reached at: Penske Truck Leasing Co., L.P. c/o PTL GP, LLC Route 10 – Green Hills P.O. Box 563 Reading, PA 19603-0563 -- and -- Penske Truck Leasing Co., L.P. c/o Corporation Service Company 2338 W. Royal Palm Road, Suite J Phoenix, AZ 85021 Ellis Brooks Leasing, Inc. 1565 Bush Street San Francisco, CA 94109 About Roomstores of Phoenix The Roomstores of Phoenix, L.L.C., dba The Roomstore, sought protection under Chapter 11 of the Bankruptcy Code in the District of Arizona (Phoenix) (Case 15-15898) on Dec. 18, 2015. The petition was signed by Alan Levitz, manager. The case is assigned to Judge Daniel P. Collins. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. SAMCHULLY MIDSTREAM 3: Moody's Lowers CFR to B3, Outlook Negative ----------------------------------------------------------------- Moody's Investors Service downgraded Samchully Midstream 3 LLC's (SM3) Corporate Family Rating to B3 from B1, Probability of Default Rating (PDR) to B3-PD from B1-PD, and the senior secured term loan rating to B3 from B1. The Speculative Grade Liquidity rating was withdrawn. The outlook was changed to negative from stable. "The downgrade reflects the credit deterioration of SM3's limited customer base and the decision of these upstream counterparties to halt drilling operations on their dedicated acreage," said John Thieroff, Moody's VP-Senior Analyst. "Moody's expects that SM3's throughput volumes will fall well below previously expected levels in the second half of 2016 and continue to drop through 2017. As a result, leverage will likely increase to over 6x by the end of 2017." Issuer: Samchully Midstream 3 LLC Downgrades: Probability of Default Rating, Downgraded to B3-PD from B1-PD Corporate Family Rating, Downgraded to B3 from B1 Senior Secured Bank Credit Facility, Downgraded to B3 (LGD 4) from B1 (LGD 4) Withdrawals: Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-3 Outlook Actions: Outlook, Changed To Negative From Stable RATINGS RATIONALE Samchully Midstream 3 LLC's (SM3) B3 Corporate Family Rating (CFR) reflects its relatively small scale and concentrated operations in the Utica Shale with only three upstream counterparties as well as our expectation that leverage will rise to more than 6x by the end of 2017. An upstream JV between Chesapeake Energy Corporation (Caa2 negative), a subsidiary of TOTAL S.A. (Aa3 stable), and EnerVest (unrated) make up all of the Cardinal Gas System's (CGS) throughput volumes and therefore all of SM3's revenues; drilling and completions by the joint venture are expected to be minimal through mid-2017. The B3 rating is supported by the company's long-term contracts, which ensure that it receives a pre-tax return of 15% on invested capital through the adjustment of gathering fees based upon volumes. Should Chesapeake opt to file for chapter 11 bankruptcy, the contracts could be renegotiated with less favorable terms. Despite this risk, continued efforts by Chesapeake to delever outside of bankruptcy court would be considered a credit positive for the company. The rating is also supported by the substantial equity contribution from SM3's owners and their strategic rationale for investing in natural gas infrastructure and production in the US in connection with Korea's rising interest in being a long-term purchaser of North American natural gas. The rating also benefits over the longer term by the system's strategic location in the growing Utica Shale, where natural gas production continues to grow rapidly despite chronically weak natural gas prices. Moody's believes that SM3's liquidity position should be adequate through mid-2017; however, should the upstream JV not begin drilling in the second half of 2017, the company's liquidity position could deteriorate significantly. The company does not have a committed revolving credit facility, however the existing term loan facility allows an incremental borrowing capacity up to an amount greater of (i) $75 million or (ii) the amount that results in pro forma Net Debt to EBITDA that's 0.25x lower than the Financial Covenant ratio for the applicable period. With the capital expenditure draws currently lower than originally anticipated, Moody's does not expect SM3 to upsize its term loan over the next twelve months. The term loan has a financial covenant limiting net leverage to no more than 4.5x, first tested for the period ended December 31, 2014, which steps down to 4.0 in 2018 and 3.5 in 2019 as defined under the credit agreement. Moody's expects SM3 to remain in compliance with this covenant through mid-2017. Although the drop in gathered volumes and slowdown in the expansion of compression facilities will have an impact on Cardinal's EBITDA and distributions as compared to what Moody's had originally anticipated, the cash balance and recent debt reduction at Samchully is expected to allow the company to maintain covenant compliance through 2017. All of SM3's significant assets are pledged to the term loan, so the company has no meaningful alternative sources of liquidity, however, Moody's expects that SM3's parent could make an additional equity investment into SM3 should the liquidity situation weaken materially. The term loan is secured by a first lien claim on the equity ownership interests in Cardinal and substantially all of SM3's other assets. The term loan is also guaranteed by SMH3 and has a first lien claim on the holding company's equity. The B3 rating on the term loan is the same as the CFR since it represents all of the company's outstanding debt. The term loan is structurally subordinated to any trade payables or other liabilities of Cardinal, which was incorporated into the B3 CFR. The negative outlook reflects the declining credit quality of Chesapeake, SM3's largest counterparty and the likelihood that throughput volumes on the Cardinal system will decline precipitously through the end of 2017. Although an upgrade is unlikely through mid-2017, SM3's ratings could be upgraded if Chesapeake's credit quality improves materially, while leverage (Debt/EBITDA) is sustained at below 5.5x. A ratings downgrade could occur should Chesapeake's credit quality deteriorates further and the risk of a chapter 11 filing increases. The principal methodology used in these ratings was Global Midstream Energy published in December 2010. SM3 and its holding company parent, SMH3, were formed by Samchully Asset Management Company (SAMCO) to purchase a 34% equity interest in Cardinal for $544 million from a subsidiary of TOTAL S.A., EV Energy Partners, L.P. and Williams Partners (WPZ Baa3 negative) owns the remaining 66% of the system and operates it. SAMCO is the investment arm of the Samchully Group, a company that is the largest gas local distribution company and a major distributor of heating and electricity in Korea. Samchully's equity funding came from a SAMCO-led consortium of Korean pension funds and other Korean institutional investors. SANTA CRUZ BERRY: Selling Trucks to Eat Sweet Farms for $29K ------------------------------------------------------------ Santa Cruz Berry Farming Co., LLC, asks the U.S. Bankruptcy Court for the Northern District of California, San Jose Division, to authorize the sale of its personal property vehicles to Eat Sweet Farms, LLC and Campo Don Pancho ("Stalking Horse Bidder") for $29,270, or to a qualified overbidder. A hearing for the Sale Motion is set for July 21, 2016 at 10:30 a.m. The summary of the terms of the Stalking Horse Bidder's offer is the following: a) The Stalking Horse Bidder (or Assignee) will acquire the Debtor's personal property vehicles list as follows: 1. 2004 International 4300 DT466; 2. 2001 RAM 1500; 3. 2005 Ford 1500; 4. 2003 Ford 250; 5. 1990 Ford 250; 6. 2001 Chevrolet 2500; 7. 1997 Chevrolet 1500; 8. 1997 Ford F150; 9. 2001 Ram 2500 Flat Bed. (collectively "Trucks") b) Total purchase price will be $29,270 or if increased by a bona fide overbid in an amount no less than required in the Bid Procedures; c) The Stalking Horse Bidder will assume no liabilities or obligations of the Debtor; d) The Stalking Horse Bidder will acquire the Debtor's personal property vehicles free and clear of any and all debts, liens, claims, causes of action, and security interests, whether known or unknown, and paid for in its entirety in an amount that meets or exceeds the highest qualified overbid, if at all, on or before close of business July 21, 2016; e) The closing for the sale of the Debtor's personal property vehicles by the highest qualified bidder will occur on or before July 21, 2016; f) The minimum incremental overbids will begin at least $1,000 higher than the opening bid (the initial next highest Opening Bid will be no less than $29,270), and will be in minimum increments of $1,000; and g) In the event the Stalking Horse Bidder is not the successful purchaser, it will be entitled to reimbursement of its reasonable costs, attorneys' fees and other professional fees, not to exceed in aggregate amount of $1,000, and as approved by the Court as being reasonable and otherwise allowed pursuant to Section 503(b) of the Bankruptcy Code. As stated in the declaration of Robert Fritz Koontz, the proposed sale to the Stalking Horse Bidder is by far the best price for the Debtor's personal property vehicles. The Debtor negotiated the $29,270 offer, and given the Debtor's Schedules listing the value of the asset, the Debtor believes the offer represents the fair market value of the Debtor's personal property vehicles. Moreover, the Debtor believes a qualified overbid that otherwise complies with Sections 363(f) and 365 of the Bankruptcy Code is the most efficient and expeditious resolution of the Debtor's insolvency situation. Special litigation counsel for debtors Santa Cruz Berry Farming Co., LLC and Corralitos Farms, LLC: Thomas J. Polis, Esq. POLIS & ASSOCIATES A PROFESSIONAL LAW CORP. 19800 MacArthur Boulevard, Suite 1000 Irvine, California 92612-2433 Telephone: (949) 862-0040 Facsimile: (949) 862-0041 E-Mail: tom@polis-law.com About Santa Cruz Berry Farming Watsonville, California-based Santa Cruz Berry Farming grows conventional and organic strawberries. The privately owned company was founded by and is currently managed by Fritz Koontz. Seven Seas Berry Sales, a division of the Tom Lange Co., is the sales agent for the Company. Santa Cruz Berry Farming Company, LLC, and Corralitos Farms, LLC, commenced Chapter 11 bankruptcy cases (Bankr. N.D. Cal. Case Nos. 15-51771 and 15-51772) in San Jose, California, on May 25, 2015. The Debtors tapped Thomas A. Vogele, Esq., at Thomas Vogele and Associates, APC, in Costa Mesa, California, as counsel. The Official Committee of Unsecured Creditors has retained Michael A. Sweet, Esq., and Dale L. Bratton, Esq., at Fox Rothschild LLP, as attorneys. SCIO DIAMOND: Director Quits Over Disagreement with Leadership -------------------------------------------------------------- James Korn submitted a letter addressed to Scio Diamond Technology Corporation, in which he informed the Company of his resignation as a member of the Board of Directors of the Company. In addition to serving on the Board, Mr. Korn was a member of the Company's Audit Committee and Compensation Committee. In his resignation letter, Mr. Korn said that Mr. Bernard M. McPheely leadership as Chairman of the Board has jeopardized the future of the company and its shareholders' investment. "As the financial statements make clear, you have lead Scio to insolvency. Foremost, in that regard, I cannot understand how you can presently accept equity investments from potential equity investors. Even if such investments are "technically" legally-a tenuous assertion at best-what is your plan to provide a return to these individuals on the monies they are investing? Moreover, what has been your personal financial contribution to the enterprise that you gained control of after a contentious proxy fight? As I understand it, your entire financial contribution to date would not suffice to fund even a single month of the company's operations. In the meantime, I understand you have purchased inventory at a discount from the company, thereby enriching yourself at its expense. Now is the time to lead by example. You and the others who participated in the proxy fight should lead by example and financially support the company." In a statement to shareholders, the Board said it believes these claims to be baseless. "The Board wishes to emphasize the quality, volume and integrity of the work Mr. McPheely has undertaken as Chairman in the Board's unified mission to make the Company successful for the benefit of all shareholders. Mr. McPheely has personally identified and developed a wide range of opportunities to assist the Company in addressing its challenges -- including but not limited to the Company's need to raise working capital, while two of the Company's former directors (one a business associate of Mr. Korn's) actively liquidated their holdings making it highly difficult for the Company to do so." About Scio Diamond Scio Diamond Technology Corporation was incorporated under the laws of the State of Nevada as Krossbow Holding Corp. on Sept. 17, 2009. The Company's focus is on man-made diamond technology development and commercialization. Scio Diamond reported a net loss of $1.26 million on $125,677 of revenue for the three months ended Dec. 31, 2015, compared to a net loss of $1.31 million on $109,358 of revenue for the same period in 2014. For the nine months ended Dec. 31, 2015, the Company reported a net loss of $2.94 million on $534,144 of revenue compared to a net loss of $3.07 million on $667,672 of revenue for the nine months ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $10.71 million in total assets, $3.62 million in total liabilities and $7.08 million in total shareholders' equity. SENTINEL MANAGEMENT: Bank of NY Mellon Settles $312-Mil. Claim -------------------------------------------------------------- Jonathan Stempel, writing for Reuters, reported that Bank of New York Mellon Corp has agreed to end eight years of litigation in which it sought unsuccessfully to recoup $312 million it lent a Chicago-area money manager that collapsed in 2007, and whose former chief is now in prison for fraud. According to the report, citing a court filing, Bank of New York Mellon will be treated as an unsecured creditor with a $312 million claim in the bankruptcy of Sentinel Management Group Inc, formerly of Northbrook, Illinois. The settlement with Sentinel bankruptcy trustee Frederick Grede requires court approval, the report noted. It followed the Jan. 8 rejection by the federal appeals court in Chicago of the bank's effort to be treated as a secured creditor with a higher priority claim, the report said. Circuit Judge Richard Posner said an unsecured claim was appropriate because the bank had been aware of suspicious facts that should have led it to probe whether Sentinel and its chief Eric Bloom were involved in wrongdoing, the report added. It is unclear how much the bank will eventually recover on its claim, but it previously took a $170 million pre-tax write-off, or $106 million after taxes, as a result of Judge Posner's decision, the report added. Vincent Lazar, Esq. -- vlazar@jenner.com -- a Jenner & Block partner representing Grede, said the settlement will allow the trustee to make "substantial" additional payouts to Sentinel customers who were defrauded, the report further related. About Sentinel Management Based in Northbrook, Illinois, Sentinel Management Group Inc. -- http://www.sentinelmgi.com/-- was a full service firm offering a variety of security solutions. The Company filed a voluntary Chapter 11 petition (Bankr. N.D. Ill. Case No. 07-14987) on Aug. 17, 2007. Ronald Barliant, Esq., Randall Klein, Esq., and Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black Rosenbloom & Moritz, Ltd., represented the Debtor. Lawyers at Quinn, Emanuel Urquhart Oliver & Hedges, LLP, represented the Official Committee of Unsecured Creditors. When the Debtor sought bankruptcy protection, it estimated assets and debts of more than $100 million. On Aug. 28, 2007, the Court approved Frederick Grede as the Debtor's Chapter 11 Trustee. Marc I. Fenton, Esq., at DLA Piper US LLP, and Vincent E. Lazar, Esq., at Jenner & Block LLP, represent the Chapter 11 Trustee. The Court confirmed the Fourth Amended Chapter 11 Plan of Liquidation for Sentinel on Dec. 15, 2008, which created a Liquidation Trust. The Plan became effective Dec. 17, 2008, and Mr. Grede was appointed Liquidation Trustee. SEVENTY SEVEN: Ernst & Young to Provide Tax, Accounting Services ---------------------------------------------------------------- Seventy Seven Finance Inc., et al., seek permission from the U.S. Bankruptcy Court for the District of Delaware to employ Ernst & Young LLP as tax, accounting, and internal audit services providers to the Debtors nunc pro tunc to the Petition Date. A hearing on the Debtors' request is set for July 13, 2016, at 10:00 a.m. (ET). Objections to the request must be filed by July 6, 2016, at 4:00 p.m. (ET). The Firm will, among other things: a. advise the Debtors personnel in developing an understanding of the tax issues and options related to the Debtors' potential bankruptcy filing, taking into account the Debtors' specific facts and circumstances, for U.S. federal, state and foreign income tax purposes; b. advise on the federal, state and local and foreign income tax consequences of proposed and final plans of reorganization, including, if necessary, assisting in the preparation of IRS ruling requests regarding the tax consequences of alternative reorganization structures and tax opinions; c. understand and advise on the tax implication of potential reorganization and restructuring alternatives (the Debtors are evaluating with existing bondholders and other creditors certain changes which may result in a change in the equity, capitalization and ownership of the shares of the Debtors and its assets); d. gather information, review and update the Debtors' Section 382 Calculations and apply the appropriate federal, state and local tax law to (i) historic information regarding pre-filing changes in the ownership of the Debtors' stock to calculate whether any of the shifts in stock ownership may have caused an ownership change that will restrict the use of tax attributes (such as net operating loss, capital loss, credit carry forwards, and built in losses) and the amount of any limitation and (ii) the final Plan of Reorganization; e. analyze and assist the Debtors to determine the applicable U.S. federal income tax treatment (including tax return disclosure and presentation) of items including, but not limited to: -- debt modifications; -- cancellation of indebtedness income; -- availability and limitations upon the use of tax attributes like net operating losses, tax credits, and tax basis in assets and subsidiary stock, as applicable, as well as alternative scenarios; -- potential bad debt and worthless stock deductions; and -- attribute reduction alternatives. f. provide step plan related to entity rationalization and simplification of intercompany accounts; g. to the extent required, assist in the preparation of tax basis balance sheets, earnings and profits calculations and stock basis calculations for the relevant legal entities; h. review tax creditor matrix (and other documents, as applicable) prepared by the Debtors and its advisors in connection with the restructuring; i. assistance with any state or local jurisdictional audit arising from the bankruptcy filing; and j. assist with statements and disclosures required for filing the Debtors' federal and state income tax returns for the year of emergence. More information on the services that the Firm will provide the Debtor is available for free at: http://bankrupt.com/misc/SEVENTYSEVEN_110_ernst.pdf The Firm will be paid at these hourly rates: A. Restructuring Services SOW Financial Tax Services Advisory (Including Title Services National Tax) ------ --------- ------------- Partner/Principal/ Executive Director $700-$850 $595-$955 Senior Manager $600-$700 $560-$875 Manager $475-$575 $475-$785 Senior $350-$450 $295-$495 Staff $200-$250 $160-$280 B. ACA SOW EY LLP intends to charge the Debtors for Services rendered pursuant to the ACA SOW pursuant to the fee schedule: Financial Tax Services Advisory (Including Title Services National Tax) ------ --------- ------------- Partner/Principal/ Executive Director $700-$850 $595-$955 Senior Manager $600-$700 $560-$875 Manager $475-$575 $475-$785 Senior $350-$450 $295-$495 Staff $200-$250 $160-$280 C. ACA SOW EY LLP intends to charge the Debtors for Services rendered pursuant to the ACA SOW pursuant to the fee schedule: Annual IRS Reporting Fees and generation of up to 5,000 1095-C forms $45,000 $5.00 per 1095-C generated over the first 5,000 included in the annual fee Additional FEINs (over the 5 included in the annual fee) $750 each - Total estimated fees $45,000 Timing of Fees EY LLP will bill the Debtors for EY LLP's fees, expenses and applicable taxes or other charges, if any, under the ACA SOW on this basis: (i) 50% of estimated fees at the signing of the ACA SOW in Year 1 (which includes 50% of the annual fee and 50% of estimated number of IRS forms 1095-C being produced at $5 per form) (ii) EY LLP will bill the Debtors annually in April of each year upon delivery of IRS Forms 1094-C. This billing will cover the remainder of prior year fees, prior year true up, and 50% of the estimated fees for the then current calendar year D. Tax Advisory Services SOW EY LLP intends to charge the Debtors for services rendered pursuant to the Tax Advisory Services SOW based on its hourly rates for these services: Sales Tax Audit Assistance Title Tax Services Services ----- ------------ ---------- Partner/Principal/ Executive Director $595 $195 Senior Manager $560 $195 Manager $475 $195 Staff $160 $195 Senior $295 $195 E. Tax Compliance SOW EY LLP intends to charge the Debtors for services rendered pursuant to the Restructuring Services SOW based on its hourly rates for the services: Partner/Principal/Executive Director $595 Senior Manager $560 Manager $475 Senior $295 Staff $160 F. Internal Audit SOW Based on the co-sourced model (utilizing two SSE senior level internal audit resources) EY LLP's fees for services pursuant to the Internal Audit SOW in respect of calendar year 2016 will be billed at the hourly rates, and are estimated to be: Estimated Type of Service Rate Per Hour Fee Amount --------------- ------------- ---------- Internal Audit $175 $275,000 SOX Compliance $135 $375,000 The estimated fee amounts for Services under the Internal Audit SOW are inclusive of fees incurred in respect of Services already performed prior to May 5, 2016. EY LLP's hourly rates are revised periodically in the ordinary course of EY LLP's business. EY LLP will advise the Debtors of our new rates once they are established in advance of a rate change becoming effective during the course of this engagement. In addition to the hourly rates set forth above, the Debtors will reimburse EY LLP for any direct expenses reasonably incurred in connection with EY LLP's retention in these cases and the performance of the services. EY LLP's direct expenses shall include, but not be limited to, reasonable and customary out-of-pocket expenses for items such as travel, meals, accommodations and other expenses (including any fees or reasonable expenses of EY LLP's legal counsel) specifically related to this engagement. Additionally, certain of the engagement letters contain language substantially providing that, "[the Debtors] shall also pay any potential value-added taxes (VAT), sales taxes, and other indirect taxes incurred in connection with the delivery of the Services, including any such taxes and related administrative costs that result from billing arrangements specifically requested by [the Debtors]." Mark A. Wood, partner of EY LLP, assures the Court that EY LLP does not hold nor represent any interest materially adverse to the Debtors in the matters for which EY LLP is proposed to be retained. EY LLP can be reached at: Ernst & Young, LLP 210 Park Avenue, No. 2500 Oklahoma City, OK 73102 Tel: (405) 278-6800 Website: ey.com About Seventy Seven Energy Inc. Headquartered in Oklahoma City, Seventy Seven Energy Inc. (SSE) -- http://www.77nrg.com/-- provides wellsite services and equipment to U.S. land-based exploration and production customers. SSE's services include drilling, hydraulic fracturing and oilfield rentals and its operations are geographically diversified across many of the most active oil and natural gas plays in the onshore U.S., including the Anadarko and Permian basins and the Eagle Ford, Haynesville, Marcellus, Niobrara and Utica shales. Each of Seventy Seven Finance Inc., Seventy Seven Energy Inc., Seventy Seven Operating LLC, Great Plains Oilfield Rental, L.L.C., Seventy Seven Land Company LLC, Nomac Drilling, L.L.C., Performance Technologies, L.L.C., PTL Prop Solutions, L.L.C., SSE Leasing LLC, Keystone Rock & Excavation, L.L.C. and Western Wisconsin Sand Company, LLC filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 16-11409 to 16-11419, respectively) on June 7, 2016. The Debtors listed total assets of $1.77 billion and total liabilities of $1.72 billion. The Debtors have engaged Baker Botts LLP as general bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Lazard Freres & Co. LLC as investment banker; Alvarez & Marsal as restructuring advisor; and Prime Clerk LLC as notice, claims and balloting agent. Judge Laurie Selber Silverstein is assigned to the cases. SEVENTY SEVEN: Hires Morris Nichols as Co-Counsel ------------------------------------------------- Seventy Seven Finance Inc., et al., seek permission from the U.S. Bankruptcy Court for the District of Delaware to employ Morris, Nichols, Arsht & Tunnell LLP as Delaware bankruptcy co-counsel to the Debtors nunc pro tunc to the Petition Date. A hearing on the Debtors' request is set for July 13, 2016, at 10:00 a.m. (ET). Objections to the request must be filed by July 6, 2016, at 4:00 p.m. (ET). Morris Nichols will: a. perform all necessary services as the Debtors' Delaware bankruptcy co-counsel, including, without limitation, providing the Debtors with advice, representing the Debtors, and preparing necessary documents on behalf of the Debtors in the areas of restructuring and bankruptcy; b. coordinate with Baker Botts in representing the Debtors in connection with these cases; c. take all necessary actions to protect and preserve the Debtors' estates during these chapter 11 cases, including the prosecution of actions by the Debtors, the defense of any actions commenced against the Debtors, negotiations concerning litigation in which the Debtors are involved, and objecting to claims filed against the estates; d. prepare or coordinate preparation on behalf of the Debtors, as debtors in possession, any necessary motions, applications, answers, orders, reports, and papers in connection with the administration of these Chapter 11 cases; e. counsel the Debtors with regard to their rights and obligations as debtors in possession; and f. perform all other necessary legal services. Morris Nichols will be paid at these hourly rates: Partners $575–975 Associates and Special Counsel $330–625 Paraprofessionals $275–315 Case Clerks $175 On April 11, 2016, Morris Nichols received a payment of $75,000 as an advance fee for services to be rendered and expenses to be incurred in connection with Morris Nichols' representation of the Debtors. On June 6, 2016, Morris Nichols received a further payment of $72,731.55, which amount included estimated filing fees for eleven Debtors and estimated fees and expenses through the Petition Date. Following the Petition Date and as of the filing of this application, Morris Nichols has applied $60,284.25 as payment for services incurred prior to the Petition Date and related costs, including filing fees for each Debtor. Accordingly, Morris Nichols currently holds a balance of $87,447.30 as an advance payment for services to be rendered and expenses to be incurred in connection with its representation of the Debtors. Morris Nichols has not been paid any other compensation by the Debtors and Morris Nichols is not a creditor of the Debtors. As promptly as practicable after all fees and charges that accrued prior to the Petition Date have been finally posted, Morris Nichols will issue a final billing statement for the actual fees, charges, and disbursements for the period prior to the Petition Date. The Final Billed Amount (net of payments received) will be paid from the Current Advance and the balance will be held as a postpetition advance payment to be applied against any unpaid fees and expenses approved by the Court with respect to Morris Nichols' final fee application in these cases. Morris Nichols intends to use its reasonable best efforts to comply with the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. Section 330 by Attorneys in Larger Chapter 11 Cases, effective as of Nov. 1, 2013. To that end, Morris Nichols provides these statements in response to the request for additional information set forth in Part D.1. of the Appendix B Guidelines: Morris Nichols didn't agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement. None of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case. Morris Nichols was retained by the Debtors pursuant to the engagement agreement dated on or about April 11, 2016. The billing rates and material terms of the prepetition engagement are the same as the rates and terms described in the Dehney Declaration. The Debtors have approved a prospective budget for Morris Nichols' engagement for the postpetition period, which budget is set forth in the budget submitted as an exhibit related to the Debtors' motion for entry of interim and final orders Pursuant to 11 U.S.C. Sections 105, 361, 362, 363, 364, and 507 and Fed. R. Bankr. P. 2002, 4001 and 9014 (I) authorizing the Debtors and Debtors-in-Possession to obtain postpetition financing, (II) authorizing use of cash collateral, (III) granting liens and super-priority claims, (IV) granting adequate protection to prepetition secured lenders, (V) modifying the automatic stay; (VI) scheduling a final hearing, and (VII) granting related relief. The budget may be amended as necessary to reflect changed or unanticipated circumstances. Robert J. Dehney, a partner at Morris Nichols, assures the Court that Morris Nichols is a disinterested person as that term is defined in Section 101(14) of the Bankruptcy Code. About Seventy Seven Energy Inc. Headquartered in Oklahoma City, Seventy Seven Energy Inc. (SSE) -- http://www.77nrg.com/-- provides wellsite services and equipment to U.S. land-based exploration and production customers. SSE's services include drilling, hydraulic fracturing and oilfield rentals and its operations are geographically diversified across many of the most active oil and natural gas plays in the onshore U.S., including the Anadarko and Permian basins and the Eagle Ford, Haynesville, Marcellus, Niobrara and Utica shales. Each of Seventy Seven Finance Inc., Seventy Seven Energy Inc., Seventy Seven Operating LLC, Great Plains Oilfield Rental, L.L.C., Seventy Seven Land Company LLC, Nomac Drilling, L.L.C., Performance Technologies, L.L.C., PTL Prop Solutions, L.L.C., SSE Leasing LLC, Keystone Rock & Excavation, L.L.C. and Western Wisconsin Sand Company, LLC filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 16-11409 to 16-11419, respectively) on June 7, 2016. The Debtors listed total assets of $1.77 billion and total liabilities of $1.72 billion. The Debtors have engaged Baker Botts LLP as general bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Lazard Freres & Co. LLC as investment banker; Alvarez & Marsal as restructuring advisor; and Prime Clerk LLC as notice, claims and balloting agent. Judge Laurie Selber Silverstein is assigned to the cases. SEVENTY SEVEN: Taps Alvarez & Marsal as Financial Advisor --------------------------------------------------------- Seventy Seven Finance Inc., et al., seek permission from the U.S. Bankruptcy Court for the District of Delaware to employ Alvarez & Marsal North America, LLC, as financial advisors to the Debtors, nunc pro tunc to the date of filing of these cases. A hearing on the Debtors' request is set for July 13, 2016, at 10:00 a.m. (ET). Objections to the request must be filed by July 6, 2016, at 4:00 p.m. (ET). A&M will provide these services: (a) assistance to the Debtors in the preparation of financial-related disclosures required by the Court, including the Debtors' Monthly Operating Reports and, if necessary, Schedules of Assets and Liabilities, Statements of Financial Affairs; (b) assistance to the Debtors with information and analyses required pursuant to the Debtors' debtor-in-possession financing; (c) assistance with the identification and implementation of short-term cash management procedures; (d) assistance to Debtors' management team and counsel focused on the coordination of resources related to the ongoing reorganization effort; (e) assistance in the preparation of financial information for distribution to creditors and others, including, but not limited to, cash flow projections and budgets, cash receipts and disbursement analysis, analysis of various asset and liability accounts, and analysis of proposed transactions for which Court approval is sought; (f) attendance at meetings and assistance in discussions with potential investors, banks, and other secured lenders, any official committee(s) appointed in these chapter 11 cases, the U.S. Trustee, other parties in interest and professionals hired by same, as requested; (g) analysis of creditor claims by type, entity, and individual claim, including assistance with development of databases, as necessary, to track claims; (h) assistance in the preparation of information and analysis necessary for the confirmation of a plan of reorganization in these Chapter 11 cases, including information contained in the disclosure statement; (i) to the extent necessary, assistance in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers; (j) assistance with tax consulting services in relation to state tax audits, taxability requests, and in response to specific requests from Client and its representatives; (k) rendering such other general business consulting or such other assistance as Debtors' management or counsel may deem necessary consistent with the role of a financial advisor to the extent that it would not be duplicative of services provided by other professionals in this proceeding. A&M will be paid at these hourly rates: i. Managing Director $775-$975 ii. Director $600-$750 iii. Associate $450-$575 iv. Analyst $375-$425 The rates and ranges will be subject to adjustment annually at such time as A&M adjusts its rates generally. In addition, A&M will be reimbursed for the reasonable out-of-pocket expenses of the A&M professionals incurred in connection with this assignment, like travel, lodging, third party duplications, messenger and telephone charges. A&M will also be reimbursed for the reasonable fees and expenses of its counsel incurred in connection with the preparation and approval of this application. All fees and expenses due to A&M will be billed in accordance with any applicable orders entered by this Court, and the relevant sections of the Bankruptcy Code, Bankruptcy Rules and local rules of this Court. A&M received $250,000 as a retainer in connection with preparing for and conducting the filing of these Chapter 11 cases. The Debtors submit that the retention of A&M under the terms described is appropriate under Sections 327(a), 328, and 1107(b) of the Bankruptcy Code. Section 327(a) of the Bankruptcy Code empowers the trustee, with the Court's approval, to employ professionals "that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the trustee in carrying out the trustee's duties under this title." Section 101(14) of the Bankruptcy Code defines a "disinterested person" as a person that: (a) is not a creditor, an equity security holder, or an insider; (b) is not and was not, within 2 years before the date of the filing of the petition, a director, officer, or employee of the debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Section 1107(b) of the Bankruptcy Code provides that "a person is not disqualified for employment under Section 327 of this title by a debtor in possession solely because of such person's employment by or representation of the debtor before the commencement of the case." A&M's prepetition relationship with Debtors is therefore not an impediment to A&M's retention as Debtors' postpetition financial advisor. Jonathan C. Hickman, managing director with A&M, assures the Court that A&M is a disinterested person as that term is defined in Section 101(14) of the Bankruptcy Code, in that A&M: (i) is not a creditor, equity security holder, or insider of the Debtors; (ii) was not, within two years before the date of filing of the Debtors' Chapter 11 petitions, a director, officer, or employee of the Debtors; and (iii) does not have an interest materially adverse to the interest of the Debtors' estates or of any class of creditors or equity security holders. A&M can be reached at: Alvarez & Marsal North America, LLC 700 Louisiana Street, Suite 900 Houston, TX 77002 Tel: (713) 571-2400 Fax: (713) 547-3697 Website: http://www.alvarezandmarsal.com/north-america-0 About Seventy Seven Energy Inc. Headquartered in Oklahoma City, Seventy Seven Energy Inc. (SSE) -- http://www.77nrg.com/-- provides wellsite services and equipment to U.S. land-based exploration and production customers. SSE's services include drilling, hydraulic fracturing and oilfield rentals and its operations are geographically diversified across many of the most active oil and natural gas plays in the onshore U.S., including the Anadarko and Permian basins and the Eagle Ford, Haynesville, Marcellus, Niobrara and Utica shales. Each of Seventy Seven Finance Inc., Seventy Seven Energy Inc., Seventy Seven Operating LLC, Great Plains Oilfield Rental, L.L.C., Seventy Seven Land Company LLC, Nomac Drilling, L.L.C., Performance Technologies, L.L.C., PTL Prop Solutions, L.L.C., SSE Leasing LLC, Keystone Rock & Excavation, L.L.C. and Western Wisconsin Sand Company, LLC filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 16-11409 to 16-11419, respectively) on June 7, 2016. The Debtors listed total assets of $1.77 billion and total liabilities of $1.72 billion. The Debtors have engaged Baker Botts LLP as general bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Lazard Freres & Co. LLC as investment banker; Alvarez & Marsal as restructuring advisor; and Prime Clerk LLC as notice, claims and balloting agent. Judge Laurie Selber Silverstein is assigned to the cases. SEVENTY SEVEN: Taps Prime Clerk as Administrative Advisor --------------------------------------------------------- Seventy Seven Finance Inc., et al., seek permission from the U.S. Bankruptcy Court for the District of Delaware to employ Prime Clerk LLC as administrative advisor nunc pro tunc to the Petition Date. A hearing on the Debtors' request is set for July 13, 2016, at 10:00 a.m. (ET). Objections to the request must be filed by July 6, 2016, at 4:00 p.m. (ET). Prime Clerk will: (a) assist with, among other things, solicitation, balloting and tabulation of votes, and prepare any related reports, as required in support of confirmation of a Chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back- offices and institutional holders; (b) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith to the extent required; (c) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (d) provide a confidential data room, if requested; (e) manage and coordinate any distributions pursuant to a Chapter 11 plan, including the issuance of new stock and warrants; and (f) provide other processing, solicitation, balloting and other administrative services described in the engagement agreement, but not included in the Section 156(c) application, as may be requested from time to time by the Debtors, the Court or the Office of the Clerk of the Bankruptcy Court. Prime Clerk will be paid these hourly rates: Analyst $30-$50 Technology Consultant $35-$95 Consultant/Senior Consultant $65-$170 Director $175-$195 Chief Executive Officer and Executive Vice President No charge Solicitation Consultant $195 Director of Solicitation $210 During the life of the engagement, Prime Clerk will provide the Debtor with a 10% discount on all printing fees. Prime Clerk will bill the Debtor no less frequently than monthly. All invoices will be due and payable upon receipt. Where an expense or group of expenses to be incurred is expected to exceed $10,000, Prime Clerk may require advance or direct payment from the Company before the performance of services hereunder. If any amount is unpaid as of 30 days after delivery of an invoice, the Debtor agrees to pay a late charge equal to 1.5% of the total amount unpaid every 30 days. Within three business days of execution of the agreement, the Debtor will pay Prime Clerk an advance of $30,000. Prime Clerk may use advance against unpaid fees and expenses. Prime Clerk may use the advance against all prepetition fees and expenses, which advance then will be replenished immediately by the Debtor to the original advance amount; thereafter, Prime Clerk may hold advance to apply against unpaid fees and expenses. The Debtors respectfully submit that Prime Clerk's rates are competitive and comparable to the rates its competitors charge for similar services. Indeed, the Debtors conducted a review and competitive comparison of other firms and reviewed the rates of four other firms before selecting Prime Clerk as administrative advisor. The Debtors believe Prime Clerk's rates are more than reasonable given the quality of Prime Clerk's services and its professionals' bankruptcy expertise. Additionally, Prime Clerk will seek reimbursement from the Debtors for reasonable expenses in accordance with the terms of the engagement agreement. Prime Clerk intends to apply to the Court for allowance of compensation and reimbursement of expenses incurred after the Petition Date in connection with the services it provides as administrative advisor pursuant to the engagement agreement. Prime Clerk will comply with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any orders entered in these chapter 11 cases regarding professional compensation and reimbursement of expenses. The Debtors have agreed to indemnify, defend and hold harmless Prime Clerk and its members, officers, employees, representatives and agents under certain circumstances specified in the engagement agreement, except in circumstances resulting solely from Prime Clerk's gross negligence or willful misconduct or as otherwise provided in the engagement agreement. The Debtors believe that an indemnification obligation is customary, reasonable and necessary to retain the services of an Administrative Advisor in these Chapter 11 cases. Michael J. Frishberg, Co-President and Chief Operating Officer of Prime Clerk, assures the Court that Prime Clerk is a disinterested person as that term is defined in Section 101(14) of the Bankruptcy Code, in that Prime Clerk and its professional personnel: (a) are not creditors, equity security holders, or insiders of the Debtors; (b) are not and were not, within two years before the date of the filing of these cases, directors, officers, or employees of the Debtors; and (c) do not have an interest materially adverse to the interest of the Debtors' estates or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors. Prime Clerk can be reached at: Prime Clerk LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Attn: Shai Waisman Tel: (212) 257-5450 E-mail: swaisman@primeclerk.com About Seventy Seven Energy Inc. Headquartered in Oklahoma City, Seventy Seven Energy Inc. (SSE) -- http://www.77nrg.com/-- provides wellsite services and equipment to U.S. land-based exploration and production customers. SSE's services include drilling, hydraulic fracturing and oilfield rentals and its operations are geographically diversified across many of the most active oil and natural gas plays in the onshore U.S., including the Anadarko and Permian basins and the Eagle Ford, Haynesville, Marcellus, Niobrara and Utica shales. Each of Seventy Seven Finance Inc., Seventy Seven Energy Inc., Seventy Seven Operating LLC, Great Plains Oilfield Rental, L.L.C., Seventy Seven Land Company LLC, Nomac Drilling, L.L.C., Performance Technologies, L.L.C., PTL Prop Solutions, L.L.C., SSE Leasing LLC, Keystone Rock & Excavation, L.L.C. and Western Wisconsin Sand Company, LLC filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 16-11409 to 16-11419, respectively) on June 7, 2016. The Debtors listed total assets of $1.77 billion and total liabilities of $1.72 billion. The Debtors have engaged Baker Botts LLP as general bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Lazard Freres & Co. LLC as investment banker; Alvarez & Marsal as restructuring advisor; and Prime Clerk LLC as notice, claims and balloting agent. Judge Laurie Selber Silverstein is assigned to the cases. SOFINTEK INC: Sec. 341 Creditors' Meeting on Aug. 5 --------------------------------------------------- A Meeting of Creditors pursuant to 11 U.S.C. Sec. 341(a) is set for Aug. 5, 2016, at 10:00 a.m. in the Chapter 11 case of Sofintek Inc., d.b.a. Skydrenaline Zone. The meeting will be held at U.S. Courthouse, 1st Floor Training Room, Hagatna, Guam. The last day to oppose discharge or dischargeability is Oct. 4, 2016. Proofs of claim are due in the case by Nov. 3, 2016. Government Proof of Claim is due by Dec. 28, 2016. Sofintek Inc., d.b.a. Skydrenaline Zone, filed a Chapter 11 bankruptcy petition (Bankr. D. Guam Case No. 1:16-bk-00072) on June 24, 2016. The Debtor is represented by The Law Office of Mark. E. Williams, P.C. SPORTS AUTHORITY: Dick's $15M Bid Wins Auction for IP Assets ------------------------------------------------------------ Jessica Dinapoli, writing for Reuters, reported that Dick's Sporting Goods Inc., the largest U.S. sporting goods retailer, said it was the successful bidder in the auction for the intellectual property of bankrupt competitor Sports Authority with a bid of $15 million. According to the report, Dick's and Sports Authority still have to finalize paper work on the deal, and a U.S. bankruptcy court judge has to approve it, the company said in a regulatory filing. The bankruptcy court's hearing to consider approval of the deal is scheduled for July 15, the report said. The intellectual property of Sports Authority includes its e-commerce website, SportsAuthority.com, a loyalty program with 28.5 million members, and a list consisting of 114 million customer files, the report related, citing an advertisement for the intellectual property auction. Sports Direct International Plc submitted a bid of $13 million for the intellectual property, the report further related, citing a source. The British firm would be a back-up bidder if Dick's is unable to close the deal, though that is not expected, the report added, further citing the source. Dick's said it also plans to take over the leases for 31 Sports Authority stores for an additional $8 million, the report said. About Sports Authority Holdings Sports Authority Holdings, et al., are sporting goods retailers with roots dating back to 1928. The Debtors currently operate 464 stores and five distribution centers across 40 U.S. states and Puerto Rico. The Debtors offer a broad selection of goods from a wide array of household and specialty brands, including Adidas, Asics, Brooks, Columbia, FitBit, Hanesbrands, Icon Health and Fitness, Nike, The North Face, and Under Armour, in addition to their own private label brands. The Debtors employ 13,000 people. Sports Authority and six of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10527 to 16-10533) on March 2, 2016. The petitions were signed by Michael E. Foss as chairman & chief executive officer. The Debtors have engaged Gibson, Dunn & Crutcher LLP as general counsel, Young Conaway Stargatt & Taylor, LLP as co-counsel, Rothschild Inc. as investment banker, FTI Consulting, Inc., as financial advisor and Kurtzman Carson Consultants LLC as notice, claims, solicitation, balloting and tabulation agent. Andrew Vara, Acting U.S. trustee for Region 3, appointed seven creditors of Sports Authority Holdings Inc. to serve on the official committee of unsecured creditors. Lawyers at Pachulski Stang Ziehl & Jones LLP represent the Official Committee of Unsecured Creditors. SSNN-5532-34: Seeks to Hire Brad Thompson as Broker --------------------------------------------------- SSNN-5532-34 S. Kimbark, LLC and SSNN-Residential, LLC seek approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire a real estate broker. The Debtors propose to hire Brad Thompson, a real estate broker employed by Millennium Properties R/E, Inc., in connection with the sale of their property located along South Kimbark, Chicago, Illinois. Mr. Thompson will get a commission, which is 4.5% of the gross sale price if he is the sole broker, and 5% if a cooperating broker is involved. In a court filing, Mr. Thompson disclosed that he does not represent any interest adverse to the Debtors' estate. The Debtors can be reached through their counsel: Gregory K. Stern Monica C. O'Brien Rachel S. Sandler Gregory K. Stern, P.C. 53 West Jackson Boulevard, Suite 1442 Chicago, IL 60604 Tel: (312) 427-1558 Fax: (312) 427-1289 Email: gstern1@flash.net About SSNN-5532-34 S. Kimbark SSNN-5532-34 S. Kimbark, LLC and SSNN-Residential, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 16-04994) on February 17, 2016. The petition was signed by Sunil K. Srivastava, managing member. The case is assigned to Judge Pamela S. Hollis. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. STARZ LLC: S&P Lowers CCR to BB- on Pending Lions Gate Transaction ------------------------------------------------------------------ S&P Global Ratings said that it lowered its corporate credit rating on Starz LLC to 'BB-' from 'BB' and its issue-level rating on the company's 5.00% senior notes due 2019 to 'BB-' from 'BB'. At the same time, S&P placed its ratings on the company on CreditWatch with negative implications. When the transaction closes, S&P will withdraw all its ratings on Starz, including the issue-level rating because S&P expects Lions Gate to repay all of the company's existing debt. S&P expects the transaction to close in the fourth quarter of 2016. "The rating action and CreditWatch placement follow Lions Gate Entertainment Corp.'s announcement on June 30, 2016, that it will acquire Starz in a combination of cash and stock," said S&P Global Ratings credit analyst Khaled Lahlo. "We believe the combined company will be rated no higher than 'BB-.' Although highly unlikely, should the acquisition fail to get shareholder or regulatory approval, we would likely raise our corporate credit rating on Starz to 'BB'." The combined company will have an improved business risk profile (fair versus weak for Lions Gate on a standalone basis) due to the increased operational diversification. S&P expects that the revenue and cash flow stability of Starz's cable networks will offset the inherent volatility of Lions Gate's motion picture segment and the increased scale of distribution. Although S&P expects incremental cost savings primarily from a tax standpoint, it believes the acquisition will weaken Lions Gate's core financial measures. The company's pro forma adjusted leverage, including production loans and about $4 billion of total debt at the consolidated entity, was above 9.1x as of March 31, 2016. In resolving the CreditWatch placement, S&P expects to assess the combined company's ability to generate cash flow and reduce leverage. This assessment will also include management's financial policy and its commitment to reducing debt. S&P would consider affirming the 'BB-' corporate credit rating if it was convinced that the company could reduce, and maintain, adjusted leverage below 5x. Conversely, if S&P believes adjusted leverage would remain above 5x, it could lower the corporate credit rating by one or two notches, depending on S&P's assessment of the company's leverage, cash flow, and liquidity. STELLAR BIOTECHNOLOGIES: Prices $6.75M Registered Direct Offering ----------------------------------------------------------------- Stellar Biotechnologies, Inc., has entered into definitive agreements to sell 1,687,500 common shares in a registered direct offering and unregistered warrants to purchase up to 1,265,625 unregistered common shares in a private placement. The combined purchase price for one registered common share and one unregistered warrant to purchase 0.75 of an unregistered common share will be $4.00. The warrants have an exercise price of $4.50 per full share, are non-exercisable for 6 months and will terminate 5 years from the time the warrants are first exercisable. The closing of the offering is expected to occur on or about July 6, 2016, subject to the satisfaction of customary closing conditions. Maxim Group LLC is acting as the exclusive placement agent for the offering. Stellar intends to use the net proceeds from the offering for research and development activities, operating costs, capital expenditures and for general corporate purposes, including working capital. The common shares are being offered by Stellar pursuant to a shelf registration statement on Form S-3 (file no. 333-203595), which was declared effective on May 8, 2015 by the Securities and Exchange Commission (SEC). The common shares may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A prospectus supplement relating to the offering of the common shares will be filed with the SEC and will be available on the SEC's website at http://www.sec.gov/ The warrants and the common shares issuable upon exercise of the warrants are being offered in a separate private placement under Section 4(a)(2) under the Securities Act of 1933 (the "Securities Act"), and Rule 506(c) promulgated thereunder and have not been registered under the Securities Act. The Company has agreed to file one or more registration statements with the SEC covering the resale of the common shares issuable upon exercise of the warrants. About Stellar Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s business is to commercially produce and market Keyhole Limpet Hemocyanin ("KLH") as well as to develop new technology related to culture and production of KLH and subunit KLH ("suKLH") formulations. The Company markets KLH and suKLH formulations to customers in the United States and Europe. KLH is used extensively as a carrier protein in the production of antibodies for research, biotechnology and therapeutic applications. Stellar Biotechnologies reported a net loss of $8.43 million for the year ended Aug. 31, 2014, a net loss of $14.5 million for the year ended Aug. 31, 2013, and a net loss of $5.52 million for the year ended Aug. 31, 2012. Stellar Biotechnologies reported a net loss of $2.84 million on $758,689 of revenues for the year ended Sept. 30, 2015. As of March 31, 2016, Stellar had $9.42 million in total assets, $616,097 in liabilities and $8.81 million in shareholders' equity. SUCCESS INC: Case Summary & 12 Unsecured Creditors -------------------------------------------------- Debtor: Success, Inc. 33-A Light Street Stratford, CT 06615 Case No.: 16-50884 Chapter 11 Petition Date: July 1, 2016 Court: United States Bankruptcy Court District of Connecticut (Bridgeport) Judge: Hon. Julie A. Manning Debtor's Counsel: Douglas S. Skalka, Esq. NEUBERT, PEPE, AND MONTEITH, P.C. 195 Church Street, 13th Floor New Haven, CT 06510 Tel: (203) 821-2000 Fax: 203-821-2009 E-mail: dskalka@npmlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Gus Curcio, Sr., president. A copy of the Debtor's list of the its 20 largest unsecured creditors -- disclosing 12 entries -- is available for free at http://bankrupt.com/misc/ctb16-50884.pdf SUGARMAN'S PLAZA: Taps David Carlebach as Legal Counsel ------------------------------------------------------- Sugarman's Plaza Limited Partnership seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire the Law Offices of David Carlebach, Esq. as its legal counsel. The Debtor tapped the firm to provide these services in connection with its Chapter 11 case: (a) advising the Debtor with respect to its powers and duties; (b) assisting the Debtor in the preparation of its schedules of assets and liabilities, statements of financial affairs and other documents; (c) representing the Debtor at hearings; (d) prosecuting and defending litigation; (e) counseling and representing the Debtor in connection with the assumption or rejection of executory contracts and leases, administration of claims and other bankruptcy- related matters; (f) counseling the Debtor with respect to various general and litigation matters; (g) assisting the Debtor in obtaining approval of a disclosure statement and confirmation of a plan of reorganization. The firm's attorneys who will be primarily responsible for representing the Debtor and their hourly rates are: David Carlebach Member $450 Ira Abel Of Counsel $485 In a court filing, Mr. Carlebach disclosed that he is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: David Carlebach Ira Abel Law Offices of David Carlebach, Esq. 55 Broadway Suite 1902 New York, NY 10006 Tel: (212) 785-3041 Fax: (347) 472-0094 Email: david@carlebachlaw.com ira@carlebachlaw.com About Sugarman's Plaza Sugarman's Plaza Limited Partnership sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-42496) on June 7, 2016. The petition was signed by Chaim Laufer, general partner of TSC Associates. The case is assigned to Judge Elizabeth S. Stong. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. SYNCARDIA SYSTEMS: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: SynCardia Systems, Inc. 1992 E. Silverlake Road Tucson, AZ 85713 Case No.: 16-11599 Type of Business: Medical Technology Company Chapter 11 Petition Date: July 1, 2016 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtor's General Counsel: Michael S. Fox, Esq. OLSHAN FROME WOLOSKY, LLP 1325 Avenue of the Americas New York, NY 10019 Tel: (212) 451-2300 E-mail: mfox@olshanlaw.com - and - Jonathan T. Koevary, Esq. OLSHAN FROME WOLOSKY LLP 1325 Avenue of the Americas New York, NY 10019 Tel: (212) 451-2300 E-mail: jkoevary@olshanlaw.com Debtor's Delaware Counsel: Robert S. Brady, Esq. YOUNG, CONAWAY, STARGATT & TAYLOR, LLP 1000 North King Street Wilmington, DE 19801 Tel: 302-571-6600 Fax: 302-571-1253 E-mail: rbrady@ycst.com - and - Sean T. Greecher, Esq. YOUNG, CONAWAY, STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: 302-571-6600 E-mail: sgreecher@ycst.com - and - Justin H. Rucki, Esq. YOUNG, CONAWAY, STARGATT & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: 302-571-6600 E-mail: jrucki@ycst.com Debtor's Stephen Marotta Restructuring ANKURA CONSULTING GROUP Advisor: 747 Third Avenue, 35th Floor New York, NY 10017 Tel: (212) 818-1555 Debtor's Investment Banker: CANACCORD GENUITY, INC. Debtor's Clams, Noticing & Balloting Agent: RUST CONSULTING/OMNI BANKRUPTCY Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Stephen Marotta, chief restructuring officer. List of Debtor's 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Trinity Syncardia Bridge LLC Debt $556,250 Attn: Tim Wolfe 3195 West Ray Rd, Suite 9 Chandler, AZ 85226 Tel: 480-963-9605 Fax: 480-963-0100 Email: tim@finconaz.com Yarbrough Electronic Sales Inc. Trade $425,650 Attn: Darrel Yarbrough 2030 N. Forbes Blvd #104 Tucson, AZ 85745 Tel: 520-795-1603 Fax: 520-325-9607 Email: darrel@yespcb.biz Sorin Group Italia S.r.l. Trade $384,100 Attn: Patrizio Parpinel Via Benigno, Crespi 17 20159 Milano Italy Tel: 39 0161 48779 Fax: 39 0535 25529 Email: patrizio.parpinel@sorin.com University Medical Center Corporation Debt $312,469 Attn: Jeff Buehrle 1501 N. Campbell Ave Tucson, AZ 85724 Tel: 520-694-4085 Fax: 520-694-9094 Cooley LLP Trade $270,209 Attn; Steve Przesmicki 101 California St, 5th Floor San Francisco, CA 94111-5800 Tel: 415-693-2000 Fax: 415-693-2222 Email: przes@cooley.com RR Donnelley Trade $264,519 Attn: Jerry Brown PO Box 932721 Cleveland, OH 44193 Tel: 602-255-6135 Fax: 602-223-4456 Email: jerry.t.brown@rrd.com Agility Lease Fund II, LLC Debt $253,562 Attn: Tim Wolfe 101 E Gurley St., Suite 202 Prescott, AZ 86301 Tel: 928-541-0771 Fax: 480-247-5099 Email: tim@finconaz.com AorTech Biomaterials Judgment $150,000 Email: eddimcdaid@aol.com Roth Capital Partners Trade $150,000 Email: jchambers@roth.com Pirna County Treasurer Tax $127,620 Foliage, Inc. Trade $123,733 Email: johnc@foliage.com Electrochem Solutions, Inc. Trade $110,217 Email: mguerrero@greatbatchmedical.com Tecomet, Inc. Trade $108,354 Email: gary.gallup@tecomet.com Hei-Tek Automation Trade $102,378 Trinity Capital Investment LLC Debt $99,868 Cherrylake Partners, LLC Trade $98,735 Email: whoge@riowestinc.com BDO USA, LLP Trade $94,077 Email: swolak@bdo.com Sterling Tech Software Trade $81,580 ehilliard@sterlingmedicaldevices.com GSI Group Corporation Trade $72,100 christopher.bell@gsig.com Maquet Cardiovascular US Sales Trade $69,910 Email: paul.hanna@maquet.com Injectronics Corporation Trade $60,017 Email: jconnor@injectronics.com On-X Life Technologies, Inc. Trade $57,936 Email: dsouthard@onxlti.com Hogan Lovells US LLP Trade $49,993 Email: stuart.langbein@hoganlovells.com Air Squared Manufacturing Trade $49,900 Email: g.mandorfer@airsquared.com Bronlyn Technologies Trade $49,277 Email: sales@bronlyn.com Nesco Resources LLC Trade $48,984 Email: crodriguez@nescoresource.com XP Power Trade $48,960 Email: lmediros@xppower.com Americad Technology Corp. Trade $47,314 Email: mannyr@americadtech.com New Era Trade $43,065 Email: accounting@neweramfg.com Amphenol DC Electronics Trade $35,067 Email: z_mehor@dcelectronics.com SYSTEM SOLDING: Case Summary & 7 Unsecured Creditors ---------------------------------------------------- Debtor: System Solding (USA) Inc. 18221 S. Susana Road Rancho Dominguez, CA 90221 Case No.: 16-18813 Type of Business: Waste & Environmental Services & Equipment Chapter 11 Petition Date: July 1, 2016 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Vincent P. Zurzolo Debtor's Counsel: James S Yan, Esq. LAW OFFICES OF JAMES S. YAN 980 S Arroyo Pkwy, Ste 250 Pasadena, CA 91105 Tel: 626-405-0872 Fax: 626-405-0970 E-mail: jsyan@msn.com Estimated Assets: $10 million to $50 million Estimated Debts: $1 million to $10 million The petition was signed by Chunming Li, president. List of Debtor's Seven Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bank of America $22,897 PO Box 15796 Wilmington, DE19886 Bank of America $18,334 PO Box 15796 Wilmington, DE19886 Employment Development Taxes and Debts $0 Department Bankruptcy Group MIC 92E Franchise Tax Board Taxes and Debts $0 Internal Revenue Service Taxes and Debts $0 Los Angeles County Taxes and Debts $0 Tax Collector State Board of Equalization Taxes and Debts $0 TCC GENERAL: Hires Steven R. Fox as Bankruptcy Counsel ------------------------------------------------------ TCC General Contracting, Inc., seeks permission from the U.S. Bankruptcy Court for the Central District of California to employ Steven R. Fox, Esq., at the Law Offices of Steven R. Fox as general bankruptcy counsel. The Firm will: a. advise the Debtor with respect to its powers and duties as a debtor-in-possession and the management of the property of the estate and to assist the Debtor in performing the duties required of it as a debtor-in-possession; b. negotiate, formulate, draft, and confirm a plan of reorganization and to attend hearings before this Court in connection with any proposed disclosure statements and plans of reorganization, and, then and there, to conduct, if necessary, examinations of interested parties and to advise the Debtor in connection with any proposed plan of reorganization or any proposal made in connection with a plan of reorganization; c. examine all claims filed in these proceedings in order to determine their nature, extent, validity and priority; d. advise and assist the Debtor in connection with the collection of assets, the sale of assets, or the refinancing of same in order to implement any plan of reorganization which might be confirmed in these proceedings; e. take actions as may be necessary to protect the properties of this estate from seizure or other proceedings, pending confirmation and consummation of the plan of reorganization in this case; f. advise the Debtor with respect to the rejection or affirmation of executory contracts; g. advise and assist the Debtor in fulfilling its obligations as fiduciaries of the Chapter 11 estate; h. prepare all necessary pleadings pertaining to matters of bankruptcy law before the Court; i. prepare applications and reports as are necessary and for which the services of an attorney are required including responding to the compliance requirements of the U.S. Trustee; j. render other legal services for the Debtor for which the services of a bankruptcy attorney may be necessary during the pendency of this case; k. all legal services required to assist the Debtor in fulfilling its duties under 11 U.S.C. Sections 1106 and 1107, including all contested matters but 24 excluding tax and securities related services. The Firm will be paid at these hourly rates: Principal $450 Associate Time $250-$450 Law Clerk/Paralegal $125 Prepetition, the father of the Debtor's president paid $30,000 to the Debtor as a gift on behalf of the Debtor. The Debtor paid the balance of the retainer, $8,283 plus the Chapter 11 filing fee. Prepetition, the Firm incurred fees of $11,747 leaving $26,535.50 on hand in the client trust account when the Chapter 11 case started. The Debtor and the Firm agree that $11,747 of the retainer was earned for services preformed prepetition. The balance of the retainer is an advance against fees retainer. It is refundable pursuant to the retainer agreement to the extent that counsel does not perform services which are to be paid for from the retainer. Steven R. Fox, Esq., at the Firm assures the Court that he and the Firm are disinterested persons within the meaning of Sections 101 (14) and 327 of the U.S. Bankruptcy Code and Bankruptcy Rule 5002. Steven R. Fox, Esq. Law Offices of Steven R. Fox 17835 Ventura Boulevard, Suite 306 Encino, CA 91316 Tel: (818) 774-3545 Fax: (818) 774-3707 E-mail: emails@foxlaw.com TCC General Contracting, Inc., operates a water and fire restoration company in Lancaster, California. It employs 30 employees and, based on gross revenues year to date, would realize gross revenues of perhaps $3.3 million. It filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 16-18301) on June 22, 2016. TCC GENERAL: Taps Lucove Say as Certified Public Accountant ----------------------------------------------------------- TCC General Contracting, Inc., asks for permission from the U.S. Bankruptcy Court for the Central District of California to employ Lucove, Say & Co. as certified public accountant. The Firm will, among other things: a. review the Debtor's financial status and to determine those accounting and financial changes which are appropriate and necessary; b. assist the Debtor in determining whether post-petition DIP financing is appropriate and if so to assist the Debtor to obtain said financing; c. review the Debtor's financial records and assist counsel determining what avoidance actions, if any, should be brought against insiders and others for the benefit of the estate; d. prepare tax returns, to handle audits and to take steps necessary to reduce the estate's liabilities; and e. render other accountancy services for the Debtor for which services of an accountant may be necessary during the pendency of this case. Richard Say, CPA, a partner at the Firm will provide most of the accountancy services and will be paid $300 per hour. Mr. Say assures the Court that neither the Firm, its employees nor him have had any connection with the Debtor prior to the filing of the petition, the creditors or any other party-in-interest, or their respective attorneys or accountants, and represent no interest adverse to the Debtor-in-Possession or the estate in matters upon which it is to be employed. Prepetition, the Debtor paid $4,000 to the Firm as its retainer for this case. The retainer will be deposited into a segregated account and will be drown down 19 on only in compliance with the U.S. Trustee Guideline and by order of the Court. The retainer is an advance against fees for services to be rendered. The Firm can be reached at: Lucove, Say, & Co. Richard Say, CPA 23901 Calabasas Road, Suite 2085 Calabasas, CA 91302-3380 Phone 1: (818) 224-4411 Phone 2: (888) 223-8900 Fax: (818) 225-7054 E-mail: RSay@Lucovesay.com TCC General Contracting, Inc., operates a water and fire restoration company in Lancaster, California. It employs 30 employees and, based on gross revenues year to date, would realize gross revenues of perhaps $3.3 million. It filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 16-18301) on June 22, 2016. The Law Offices of Steven R. Fox serves as the Debtor's general bankruptcy counsel. TENKORIS LLC: Seeks to Hire Davis Miles as Legal Counsel -------------------------------------------------------- Tenkoris, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire Davis Miles McGuire Gardner, PLLC as its legal counsel. Tenkoris tapped the firm to give legal advice with respect to its rights, duties and power as a debtor-in-possession; prepare legal papers; represent the company at hearings and meetings of creditors; and perform other legal services in connection with its Chapter 11 case. The firm's professionals and their hourly rates are: Partner $380 Associate $240 Paralegal $100 Davis Miles does not have any connection with the Debtor or its creditors, according to court filings. The firm can be reached through: Pernell W. McGuire, Esq. Davis Miles McGuire Gardner, PLLC 40 E Rio Salado Parkway, Ste 425 Tempe, AZ 85281 Tel: 480-733-6800 Fax: 480-733-3748 Email: pmcguire@davismiles.com azbankruptcy@davismiles.com About Tenkoris LLC Tenkoris, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-07290) on June 27, 2016. The petition was signed by Ken Olcher, managing member. At the time of the filing, the Debtor disclosed $305,855 in assets and $1.02 million in liabilities. THERAPEUTICSMD INC: Reveals Filing Timeline for Yuvvexy NDA ----------------------------------------------------------- TherapeuticsMD, Inc., expects that the New Drug Application (NDA) for Yuvvexy, the conditionally approved trade name for the Company's TX-004HR drug candidate, will be submitted to the Food and Drug Administration on or before July 15, 2016. The NDA is being finalized in Electronic Common Technical Document (eCTD) format and will be submitted to the FDA following electronic publishing activities and technical document validation. Yuvexxy is an applicator-free, vaginal, estradiol softgel capsule being proposed for the treatment of moderate-to-severe vaginal pain during sexual intercourse (dyspareunia), a symptom of vulvar and vaginal atrophy (VVA) due to menopause. TherapeuticsMD completed the phase 3 Rejoice Trial for Yuvvexy in December 2015. About TherapeuticsMD Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a women's healthcare product company focused on creating and commercializing products targeted exclusively for women. The Company currently manufactures and distributes branded and generic prescription prenatal vitamins as well as over-the-counter vitamins and cosmetics. The Company is currently focused on conducting the clinical trials necessary for regulatory approval and commercialization of advanced hormone therapy pharmaceutical products designed to alleviate the symptoms of and reduce the health risks resulting from menopause-related hormone deficiencies. For the year ended Dec. 31, 2015, the Company reported a net loss of $85.07 million on $20.1 million of net revenues compared to a net loss of $54.2 million on $15.0 million of net revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $73.7 million in total assets, $10.7 million in total liabilities, all current, and $63.1 million in total stockholders' equity. THORNBURG MORTGAGE: Jury Clears Former Execs of Some Charges ------------------------------------------------------------ Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported that a federal jury has cleared two former executives at Thornburg Mortgage Inc. of five counts of securities fraud but failed to reach a decision on five other others. According to the report, the Securities and Exchange Commission sued former Thornburg Chief Executive Larry A. Goldstone and former Chief Financial Officer Clarence G. Simmons III, claiming they hid the extent of the company's deteriorating financial condition at the onset of the financial crisis. Mark Oswald, writing for The Albuquerque Journal, reported that the SEC maintained in a 2012 lawsuit that Messrs. Goldstone and Simmons and Jane E. Starrett -- hid the company's deteriorating financial condition at the onset of the housing market collapse by issuing misleading statements and half truths, including by overstating income by $428 million in a 2007 annual report. Starrett, who was Santa Fe-based Thornburg Mortgage's chief accounting officer, reached a settlement with the SEC in June, just before the trial started in front of U.S. District Judge James O. Browning in Albuquerque, the report related. She agreed to pay a $25,000 penalty and can’t practice as an officer or director of an SEC-regulated company for three years, the report said. About Thornburg Mortgage Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA) -- http://www.thornburgmortgage.com/-- was a single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable rate mortgages. It originated, acquired, and retained investments in adjustable and variable rate mortgage assets. Its ARM assets comprised of purchased ARM assets and ARM loans, including traditional ARM assets and hybrid ARM assets. Thornburg Mortgage and its four affiliates filed for Chapter 11 bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009. Thornburg changed its name to TMST, Inc. Judge Duncan W. Keir is handling the case. David E. Rice, Esq., at Venable LLP, in Baltimore, Maryland, served as counsel to Thornburg Mortgage. Orrick, Herrington & Sutcliffe LLP served as special counsel. Jim Murray and David Hilty of Houlihan Lokey Howard & Zukin Capital, Inc., served as investment banker and financial advisor. Protiviti Inc. served as financial advisory services. KPMG LLP served as the tax consultant. Epiq Systems, Inc., serves claims and noticing agent. Thornburg disclosed total assets of $24.4 billion and total debts of $24.7 billion, as of Jan. 31, 2009. On Oct. 28, 2009, the Court approved the appointment of Joel I. Sher as the Chapter 11 Trustee for the Company, TMST Acquisition Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging Strategies, Inc. He is represented by his firm, Shapiro Sher Guinot & Sandler. TOOLING SCIENCE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Tooling Science, Inc. 9424 Deerwood Lane N. Osseo, MN 55369 Case No.: 16-41999 Chapter 11 Petition Date: June 30, 2016 Court: United States Bankruptcy Court District of Minnesota (Minneapolis) Judge: Hon. William J Fisher Debtor's Counsel: Thomas Flynn, Esq. LARKIN HOFFMAN DALY & LINDGREN LTD. 8300 Norman Center Dr, Ste 1000 Bloomington, MN 55437 Tel: 952-896-3362 E-mail: tflynn@larkinhoffman.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Brian Burley, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mnb16-41999.pdf TRIANGLE PETROLEUM: Appoints James Shein as Director ---------------------------------------------------- The Board of Directors of Triangle Petroleum Corporation was expanded from five to six directors, and James B. Shein was appointed to fill the newly created vacancy, effective immediately. Prior to his appointment, the Board determined that Mr. Shein meets the independence requirements under the NYSE MKT rules. Mr. Shein has been named to the Audit Committee and the newly formed Special Committee, which will act on behalf of the Board with respect to certain matters in connection with Company's ongoing evaluation of strategic alternatives. Mr. Shein has no family relationship with any director or executive officer of the Company and has not been involved in any related person transactions that would require disclosure pursuant to Item 404(a) of Regulation S-K. Mr. Shein has executed the Company's standard form of Indemnification Agreement. About Triangle USA Triangle USA Petroleum Corporation is an independent exploration and production company with a strategic focus on developing the Bakken Shale and Three Forks formations in the Williston Basin of North Dakota and Montana. TUSA is a wholly owned subsidiary of Triangle Petroleum Corporation (NYSE MKT: TPLM). Neither TPLM nor its affiliated company, RockPile Energy Services, LLC, is included in TUSA's Chapter 11 filing. Triangle USA Petroleum Corporation and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware on June 29, 2016. The cases are pending before the Honorable Mary F. Walrath, and the Debtors have requested that their cases be jointly administered under Case No. 16-11566. The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP as counsel, AP Services, LLC, as financial advisor, PJT Partners Inc. as investment banker and Prime Clerk LLC as claims & noticing agent. In its petition, TUSA estimated assets in the range of $500 million to $1 billion and liabilities of up to $1 billion. TRIANGLE PETROLEUM: Inks Tax Benefits Preservation Plan ------------------------------------------------------- Triangle Petroleum Corporation entered into a Tax Benefits Preservation Plan, which provides for a dividend distribution of one preferred stock purchase interest for each share of the Company's common stock, par value $0.00001 per share, outstanding at the close of business on July 8, 2016, and the issuance of one Interest (subject to adjustment) in respect of each share of Common Stock issued after the Record Date. Each Interest will initially represent the right to purchase, for $5.00, one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.00001 per share, subject to the terms, provisions and conditions of the Plan and the exhibits thereto. The issuance of Preferred Stock pursuant to the Plan will be subject to stockholder approval. The purpose of the Plan is to protect the Company's ability to use certain tax assets, such as net operating loss carryforwards and built-in losses, to offset future income. The Company's use of the Tax Assets in the future would be significantly limited if it were to experience an "ownership change" for U.S. federal income tax purposes. In general, an "ownership change" will occur if there is a cumulative change in the Company's ownership by "5% shareholders" (as defined under U.S. income tax laws) that exceeds 50 percentage points over a rolling three-year period. The Plan is designed to reduce the likelihood that the Company will experience an ownership change by (i) discouraging any person or group of affiliated or associated persons from becoming a 5% shareholder and (ii) discouraging any Acquiring Person from acquiring additional shares of the Common Stock. There is no guarantee, however, that the Plan will prevent the Company from experiencing an ownership change. A corporation that experiences an ownership change will generally be subject to an annual limitation on certain of its pre-ownership change Tax Assets in an amount generally equal to the equity value of the corporation immediately before the ownership change subject to certain adjustments, multiplied by the "long-term tax-exempt rate." After giving careful consideration to this issue, the Board of Directors of the Company has concluded that the Plan is in the best interests of the Company and its stockholders. The Interests will not be exercisable until the earlier of (i) ten business days after the date of the announcement that a person has become an Acquiring Person and (ii) ten business days (or such later day as may be designated by the Board) after the date of the announcement or commencement of a tender or exchange offer by any person which would, if consummated, result in a person or group becoming an Acquiring Person. The date that the Interests become exercisable is referred to as the "Distribution Date." After any person has become an Acquiring Person, each Interest (other than Interests treated as beneficially owned under certain U.S. tax rules by the Acquiring Person) will generally entitle the holder to purchase for the Purchase Price a number of shares of Common Stock (or, in certain circumstances, cash, property or other assets of the Company) having a market value of twice the Purchase Price. The definition of "Acquiring Person" contained in the Plan contains several exemptions, including for (i) the Company or any of its subsidiaries; (ii) any employee benefit plan of the Company, or of any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan; (iii) the U.S. Government; (iv) any person who becomes a 5% shareholder as a result of a reduction in the number of shares of Common Stock by the Company or a stock dividend, stock split, reverse stock split or similar transaction, unless and until such person increases his ownership by more than one-quarter of one percentage point over such person's lowest percentage stock ownership on or after the consummation of the relevant transaction; (v) any person who, together with all affiliates and associates of such person, was a 5% shareholder on the date of the Plan, unless and until such person and its affiliates and associates increase their aggregate ownership by more than one-quarter of one percentage point over their lowest percentage stock ownership on or after the date of the Plan or decrease their aggregate percentage stock ownership below 5%; (vi) any person who, within 10 business days of being requested by the Company to do so, certifies to the Company that such person became an Acquiring Person inadvertently or without knowledge of the terms of the Interests and who, together with all affiliates and associates, thereafter within 10 business days following such certification disposes of such number of shares of Common Stock so that it, together with all affiliates and associates, ceases to be an Acquiring Person; or (vii) any person that the Board has affirmatively determined shall not be deemed an Acquiring Person. At any time after any person has become an Acquiring Person (but before any person becomes the beneficial owner of 50% or more of the outstanding shares of the Company's common stock), the Board may generally exchange all or part of the Interests (other than Interests beneficially owned under certain U.S. tax rules by an Acquiring Person) for shares of Common Stock at an exchange ratio of one share of Common Stock per Interest. The Interests may be redeemed by the Company at any time until ten business days following the Stock Acquisition Date, at a price of $0.00001 per Interest, referred to as the "Redemption Price." Immediately upon the action of the Board ordering redemption of the Interests, the Interests will terminate and the only right of the holders of Interests will be to receive the Redemption Price. Until an Interest is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company with respect to the ownership of the Interest, including, without limitation, the right to vote or to receive dividends. While the distribution of the Interests will not be taxable to stockholders or to the Company, stockholders may, depending upon the circumstances, recognize taxable income in the event that the Interests become exercisable for Common Stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption of the Interests as set forth above. Prior to a Distribution Date, the Interests will be evidenced by the certificates for (or current ownership statements issued with respect to uncertificated shares in lieu of certificates) and will be transferred with, the Common Stock, and the registered holders of the Common Stock will be deemed to be the registered holders of the Interests. As soon as practicable after the Distribution Date, Interests Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Distribution Date and, thereafter, the separate Interests Certificates alone will represent the Interests. The Interests will expire on June 28, 2019, unless such date is extended or the Interests are earlier redeemed or exchanged by the Company. At any time prior to a Distribution Date, the Plan may be amended in any respect. At any time after the occurrence of a Distribution Date, the Plan may be amended in any respect that does not adversely affect Interests holders (other than any Acquiring Person). About Triangle USA Triangle USA Petroleum Corporation is an independent exploration and production company with a strategic focus on developing the Bakken Shale and Three Forks formations in the Williston Basin of North Dakota and Montana. TUSA is a wholly owned subsidiary of Triangle Petroleum Corporation (NYSE MKT: TPLM). Neither TPLM nor its affiliated company, RockPile Energy Services, LLC, is included in TUSA's Chapter 11 filing. Triangle USA Petroleum Corporation and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware on June 29, 2016. The cases are pending before the Honorable Mary F. Walrath, and the Debtors have requested that their cases be jointly administered under Case No. 16-11566. The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP as counsel, AP Services, LLC, as financial advisor, PJT Partners Inc. as investment banker and Prime Clerk LLC as claims & noticing agent. In its petition, TUSA estimated assets in the range of $500 million to $1 billion and liabilities of up to $1 billion. TRIANGLE PETROLEUM: Unit CEO Gets $565,000 Incentive Payment ------------------------------------------------------------ RockPile Energy Services, LLC, a wholly-owned subsidiary of Triangle Petroleum Corporation entered into an incentive compensation agreement with R. Curt Dacar, its chief executive officer. Pursuant to the Compensation Agreement, Mr. Dacar was paid $565,000 as an incentive to remain employed with RockPile through a certain date. Mr. Dacar must repay the Incentive (net of applicable taxes) if he resigns without Good Reason or his employment is terminated by the Company without Cause (as those terms are defined in the Compensation Agreement) before the "Commitment Date," which is the earliest of March 8, 2017, or the occurrence of certain significant events affecting RockPile's business. About Triangle USA Triangle USA Petroleum Corporation is an independent exploration and production company with a strategic focus on developing the Bakken Shale and Three Forks formations in the Williston Basin of North Dakota and Montana. TUSA is a wholly owned subsidiary of Triangle Petroleum Corporation (NYSE MKT: TPLM). Neither TPLM nor its affiliated company, RockPile Energy Services, LLC, is included in TUSA's Chapter 11 filing. Triangle USA Petroleum Corporation and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware on June 29, 2016. The cases are pending before the Honorable Mary F. Walrath, and the Debtors have requested that their cases be jointly administered under Case No. 16-11566. The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP as counsel, AP Services, LLC, as financial advisor, PJT Partners Inc. as investment banker and Prime Clerk LLC as claims & noticing agent. In its petition, TUSA estimated assets in the range of $500 million to $1 billion and liabilities of up to $1 billion. TRIANGLE USA: Moody's Lowers PDR to D-PD Over Bankruptcy Filing --------------------------------------------------------------- Moody's Investors Service downgraded Triangle USA Petroleum Corporation's (TUSA) Probability of Default Rating (PDR) to D-PD from Caa2-PD, following the company's announcement that it has filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. Concurrently, Moody's downgraded TUSA's Corporate Family Rating (CFR) to Ca from Caa2 and its senior unsecured notes rating to C from Caa3. The outlook remains negative. Downgrades: Issuer: Triangle USA Petroleum Corporation Probability of Default Rating, Downgraded to D-PD from Caa2-PD Corporate Family Rating, Downgraded to Ca from Caa2 Senior Unsecured Regular Bond/Debenture, Downgraded to C (LGD5) from Caa3 (LGD5) Outlook Actions: Issuer: Triangle USA Petroleum Corporation Outlook, Remains Negative RATINGS RATIONALE The downgrade of TUSA's PDR to D-PD is a result of the bankruptcy filing. The downgrade of TUSA's other ratings reflect Moody's view of the potential overall recoveries. Shortly following this rating action, Moody's will withdraw all ratings for the company consistent with Moody's practice for companies operating under the purview of the bankruptcy courts wherein information flow typically becomes much more limited. The principal methodology used in these ratings was Global Independent Exploration and Production Industry published in December 2011. Triangle USA Petroleum Corporation (TUSA) is an independent oil and gas exploration and production (E&P) company, wholly-owned by Triangle Petroleum Corporation (TPLM). The company leases 107,000 net acres in the Williston Basin, out of which 79,000 net acres are located in the company's focus areas of McKenzie and Williams counties in North Dakota, and eastern Roosevelt and Sheridan counties in Montana. TRIANGLE USA: S&P Lowers CCR to 'D' on Bankruptcy Agreement ----------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Denver, Co.-based E&P company Triangle USA Petroleum Corp. to 'D' from 'CCC'. In addition, S&P lowered the senior unsecured rating to 'D' from 'CC'. The 'D' corporate credit rating reflects Triangle's announcement that it has reached an agreement in principle with its noteholders to enter into a prearranged Chapter 11 bankruptcy. Under the terms of the agreement, the company's notes will be converted into equity and a new money rights offering for $100 million. S&P views the result as a general default given that Triangle will fail to pay its unsecured note obligations. TRUMP ENTERTAINMENT: Union Goes on Strike Against Taj Mahal Casino ------------------------------------------------------------------ Daily Bankruptcy Review, citing the Associated Press, reported that striking union members chanted, banged drums and blew whistles as part of a raucous picket line on Atlantic City's Boardwalk outside the Trump Taj Mahal casino on July 1 amid a contract dispute with owner and billionaire investor Carl Icahn at the start of the busiest weekend of the year for the casino industry. According to the report, Local 54 of the Unite-HERE union was unable to reach a new contract with the Taj Mahal, which terminated workers' health insurance and pension benefits nearly two years ago. The Troubled Company Reporter, citing Bill Rochelle, in his Daily Wire column for the American Bankruptcy Institute, reported that the Supreme Court will not be deciding whether bankruptcy courts retain power to reject labor contracts after they have expired by their own terms. According to Mr. Rochelle, in Hostess Brands Inc., Bankruptcy Judge Robert Drain from White Plains, New York, held in 2012 that the power to terminate a collective bargaining agreement ends when the contract expires, even though labor law requires the company to abide by the expired contract until the National Labor Relations Board declares impasse in negotiations. Judge Drain relied on the language of Section 1113. Focusing instead on the purpose of the statute, the Third Circuit held to the contrary in January and found power to reject an expired union contract in the reorganization of Trump Entertainment Resorts Inc., Mr. Rochelle related. The union filed a petition for certiorari that the Supreme Court denied on May 31, likely because the Third Circuit was the first court of appeals to decide the issue, Mr. Rochelle recalled. The Third Circuit's Trump Entertainment opinion resulted from an October 2014 decision by Bankruptcy Judge Kevin Gross of Wilmington, Del., who sided with the casino operator and held there was power to reduce wages or benefits in expired contracts, Mr. Rochelle said. Judge Gross allowed a direct appeal to the circuit. Donald Trump was not involved in ownership of Trump Entertainment Resorts Inc., Mr. Rochelle added. The certiorari petition was Unite Here Local 54 v. Trump Entertainment Resorts Inc., 15-1286 (Sup. Ct. May 31, 2016). About Trump Entertainment Based in Atlantic City, New Jersey, Trump Entertainment Resorts Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and operates three casino hotel properties in Atlantic City, New Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza Hotel and Casino, and Trump Marina Hotel Casino. The Company conducts gaming activities and provides customers with casino resort and entertainment. Donald Trump is a shareholder of the Company and, as its non- executive Chairman, is not involved in the daily operations of the Company. The Company is separate and distinct from Mr. Trump's privately held real estate and other holdings. Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other affiliates filed for Chapter 11 protection on Feb. 17, 2009 (Bankr. D. N.J. Lead Case No. 09-13654). The Company tapped Charles A. Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel, and Weil Gotshal & Manges as co-counsel. Ernst & Young LLP served as the Company's auditor and accountant and Lazard Freres & Co. LLC was the financial advisor. Garden City Group was the claims agent. The Company disclosed assets of $2,055,555,000 and debts of $1,737,726,000 as of Dec. 31, 2008. Trump Hotels & Casino Resorts, Inc., filed for Chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898 through 04-46925). Trump Hotels obtained the Court's confirmation of its Chapter 11 plan on April 5, 2005, and in May 2005, it exited from bankruptcy under the name Trump Entertainment Resorts Inc. * * * The Troubled Company Reporter, on March 19, 2015, reported that Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware confirmed Trump Entertainment Resorts, Inc., et al.'s Third Amended Joint Plan of Reorganization and Disclosure Statement pursuant to Section 1129 of the Bankruptcy Code. The Debtors filed on January 5, 2015, the Plan and accompanying Disclosure Statement to, among other things, provide that holders of General Unsecured Claims will receive Distribution Trust Interests, which will include $1 million in cash and the proceeds, if any, of certain avoidance actions. Under the revised plan, holders of general unsecured claims are estimated to recover 0.47% to 0.43% of their total allowed claim amount. The Amended Plan also includes language reflecting the recently-approved $20 million loan from Carl Icahn. TWO MILE RANCH: Case Summary & 9 Unsecured Creditors ---------------------------------------------------- Debtor: Two Mile Ranch 18503 LCR 42.5 Sterling, CO 80751-9613 Case No.: 16-16615 Chapter 11 Petition Date: July 1, 2016 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Elizabeth E. Brown Debtor's Counsel: Arthur Lindquist-Kleissler, Esq. LINDQUIST-KLEISSLER & COMPANY, LLC 950 S. Cherry St., Ste. 510 Denver, CO 80246 Tel: 303-691-9774 Fax: 303-756-8982 E-mail: Arthuralklaw@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mark A. Pauling, partner/manager. A list of the Debtor's nine largest unsecured creditors is available for free at http://bankrupt.com/misc/cob16-16615.pdf UNCAS LLC: Seeks to Hire Coan Lewendon as Legal Counsel ------------------------------------------------------- Uncas, LLC seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to hire Coan, Lewendon, Gulliver & Miltenberger LLC as its legal counsel. The Debtor tapped the firm to provide these services in connection with its Chapter 11 case: (a) give legal advice with respect to its business, operations, and the management of its property; (b) negotiate arrangements with creditors with respect to their claims and treatment of their claims under a plan of reorganization; (c) institute and defend litigation in the bankruptcy court and other courts; and (d) prepare legal papers on behalf of the Debtor. The firm's professionals and their hourly rates are: Partners $400 Counsel $320 Associates $250 Paralegals $95 - $110 Carl Gulliver, Esq. 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: Carl T. Gulliver, Esq. Coan, Lewendon, Gulliver & Miltenberger LLC 495 Orange Street New Haven, CT 06511 Tel: (203) 624-4756 Fax: 203-865-3673 Email: cgulliver@coanlewendon.com About Uncas LLC Uncas, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 16-50849) on June 28, 2016. The petition was signed by Michael F. Calise, member. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. UNIQUE RECYCLING: Taps Fallon & Fallon as Legal Counsel ------------------------------------------------------- Unique Recycling Corporation of California received approval from the U.S. Bankruptcy Court for the Northern District of California to hire the Law Offices of Fallon & Fallon. The Debtor tapped the firm to serve as its legal counsel in connection with its Chapter 11 case. The firm's professionals who will provide the services and their hourly rates are: Michael Fallon, $450; Michael Fallon, Jr., $250; and legal assistant, $150. Mr. Fallon, Esq., 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: Michael Fallon Law Offices of Fallon & Fallon 100 E. Street, Suite 219 Santa Rosa, CA 95404 Tel: (707) 546-6770 About Unique Recycling Unique Recycling Corporation of California sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 16-10476) on May 31, 2016. The petition was signed by Tommy DeHennis, vice president. The case is assigned to Judge Alan Jaroslovsky. At the time of the filing, the Debtor disclosed $580,064 in assets and $1.42 million in liabilities. VERTELLUS SPECIALTIES: Committee Taps Morris James as Co-Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Vertellus Specialties Inc., et al., asks for authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Morris James LLP as counsel nunc pro tunc to June 9, 2016. A hearing on the Debtors' request is set for July 12, 2016, at 10:00 am. (ET). Objections to the request must be filed by July 5, 2016, at 4:00 pm. (ET). On June 9, 2016, the Committee selected Hahn & Hessen LLP and Morris James to serve as co-counsel to the Committee. Morris James will: a. provide legal advice and assistance to the Committee in its consultations with the Debtors relative to the Debtors' administration of its reorganization; b. review and analyze all applications, motions, orders, statements of operations and schedules filed with the Court by the Debtors or third parties, advise the Committee as to their propriety, and, after consultation with the Committee, take appropriate action; c. prepare necessary applications, motions, answers, orders, reports and other legal papers on behalf of the Committee; d. represent the Committee at hearings held before the Court and communicate with the Committee regarding the issues raised, as well as the decisions of the Court; and e. perform all other legal services for the Committee which may be reasonably required in this proceeding. Morris James will be paid at these hourly rates: Jeffrey R. Waxman, Esq., Partner $530 Eric J. Monzo, Esq., Partner $450 Jamie Dawson, Paralegal $220 Jeffrey R. Waxman, Esq., a partner at Morris James, assures the Court that Morris James is a disinterested person as that term is defined in Section 101(14) of Title 11 of the U.S. Code, 11 U.S.C. Sections 101 et seq., as modified by Section 1103(b) of the Bankruptcy Code, in that the Firm, its partners, of counsel and associates: a. are not creditors, equity security holders or insiders of the Debtors; b. are not and were not within two years before the date of the filing of the Debtors' Chapter 11 petition, a director, officer, or employee of the Debtors; and c. does not have an interest materially adverse to the interest of the Debtors' estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. In order to comply with the U.S. Trustees' Appendix B - Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Section 330 by Attorneys in Larger Chapter 11 Cases, as required to be answered in all applications for employment filed under Section 327 or 1103 of the Bankruptcy Code, which became effective on Nov. 1, 2013, Mr. Waxman makes these disclosures: a. Morris James did not agree to a variation of its standard or customary billing arrangements for this engagement; b. None of the professionals included in this engagement have varied their rate based upon the geographic location of these Chapter 11 cases; and c. The Committee retained Morris James on June 9, 2016. The billing rates for the period prior to this application are the same as indicated in this application. About Vertellus Specialties Vertellus Specialties Inc. is a global specialty chemicals company focused on the manufacture of ingredients used in pharmaceuticals, personal care, nutrition, agriculture, and a host of other market areas affected by trends favoring "green" technologies and chemistries. Headquartered in Indianapolis, Indiana, Vertellus Specialties Inc. and several affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-11289 to 16-11299) on May 31, 2016. Judge Christopher S. Sontchi presides over the case. Stuart M. Brown, Esq., Kaitlin M. Edelman, Esq., Richard A. Chesley, Esq., Daniel M. Simon, Esq., and David E. Avraham, Esq., at DLA Piper LLP (US) serve as the Debtors' bankruptcy counsel. Jefferies LLC is the Debtors' investment banker. Andrew Hinkelman at FTI Consulting, Inc., is the Debtors' chief restructuring officer. Kurtzman Carson Consultants is the Debtors' claims and noticing agent. The Debtors estimated their assets at between $100 million and $500 million and debts at between $500 million and $1 billion. The petitions were signed by Anne Frye, vice president, secretary and general counsel. VERTELLUS SPECIALTIES: Hires Hahn & Hessen as Lead Counsel ---------------------------------------------------------- The Official Committee of Unsecured Creditors of Vertellus Specialties Inc., et al., asks for authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Hahn & Hessen LLP as lead counsel nunc pro tunc to June 9, 2016. A hearing on the Debtors' request is set for July 12, 2016, at 10:00 am. (ET). Objections to the request must be filed by July 5, 2016, at 4:00 pm. (ET). On June 9, 2016, the Committee selected H&H to serve as its lead counsel, Morris James LLP to serve as its Delaware counsel, and Zolfo Cooper, LLC, to serve as its financial advisor. H&H has agreed to be retained to advise and represent the Committee in the performance of its duties, including: a. rendering legal advice to the Committee with respect to its duties and powers in this case; b. assisting the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtors' businesses, the desirability of continuance of the businesses, and any other matters relevant to these cases or to the business affairs of the Debtors; requirements was based exclusively on the facts and circumstances of the Debtors' Chapter 11 cases, and H&H fully reserves the right to object to the requirements, or any other requirements contained in the UST Guidelines, in future cases should it determine that it is appropriate to do so; c. advising the Committee with respect to the proposed debtor-in-possession financing; d. advising the Committee with respect to any proposed sale of the Debtors' assets or a sale of the Debtors' business operations and any other relevant matters; e. advising the Committee with respect to any proposed plan of reorganization or liquidation and the prosecution of claims against third parties, if any, and any other matters relevant to the cases or to the formulation of a plan of reorganization or liquidation; f. assisting the Committee in requesting the appointment of a trustee or examiner pursuant to Section 1104 of the Bankruptcy Code, if necessary and appropriate; and g. performing other legal services, which may be required by, and which are in the best interests of, the unsecured creditors, which the Committee represents. As required by the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. Section 330 by Attorneys in Larger Chapter 11 Cases, effective Nov. 1, 2013, H&H responds to these questions set forth in Section D of the UST Guidelines: a. H&H did not agree to a variation of its standard or customary billing arrangement for this engagement; b. None of the professionals included in this engagement have varied their rate based on the geographic location of these Chapter 11 cases; c. H&H did not represent the Committee prior to the Petition Date; and d. The Committee has approved H&H's proposed rates and staffing plan. The H&H attorneys and paraprofessionals staffed on this case for particular assignment, subject to modification depending upon further development. These H&H has agreed to comply with the budget and staff reporting requirements contained in the UST Guidelines solely in connection with the Debtors' Chapter 11 cases. The decision to accept these professionals will work on certain aspects of the case, and H&H has agreed to staff specific matters so as to avoid duplication of efforts: Mark T. Power, Esq., Partner $850 Mark S. Indelicato, Esq., Partner $850 Don D. Grubman, Esq., Partner $770 Janine M. Figueiredo, Esq., Partner $675 Jeffrey Zawadzki, Esq., Associate $605 Joseph Orbach, Esq., Associate $585 Alison M. Ladd, Esq., Associate $495 Sandra Y. Thompson, Paralegal $260 Mark T. Power, Esq., a member at H&H, assures the Court that the Firm is a "disinterested person" as that term is defined in Section 101(14) of Title 11 of the U.S. Code. The Firm can be reached at: Mark T. Power, Esq. Hahn & Hessen LLP Partner, Bankruptcy & Restructuring 488 Madison Avenue New York, NY 10022 Tel: (212) 478-7350 Fax: (212) 478-7400 E-mail: mpower@hahnhessen.com About Vertellus Specialties Vertellus Specialties Inc. is a global specialty chemicals company focused on the manufacture of ingredients used in pharmaceuticals, personal care, nutrition, agriculture, and a host of other market areas affected by trends favoring "green" technologies and chemistries. Headquartered in Indianapolis, Indiana, Vertellus Specialties Inc. and several affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-11289 to 16-11299) on May 31, 2016. Judge Christopher S. Sontchi presides over the case. Stuart M. Brown, Esq., Kaitlin M. Edelman, Esq., Richard A. Chesley, Esq., Daniel M. Simon, Esq., and David E. Avraham, Esq., at DLA Piper LLP (US) serve as the Debtors' bankruptcy counsel. Jefferies LLC is the Debtors' investment banker. Andrew Hinkelman at FTI Consulting, Inc., is the Debtors' chief restructuring officer. Kurtzman Carson Consultants is the Debtors' claims and noticing agent. The Debtors estimated their assets at between $100 million and $500 million and debts at between $500 million and $1 billion. The petitions were signed by Anne Frye, vice president, secretary and general counsel. VISTA ENVIRONMENTAL: Taps Tavenner & Beran as Legal Counsel ----------------------------------------------------------- Vista Environmental, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Tavenner & Beran, PLC as its legal counsel. Vista Environmental tapped the firm to provide these services in connection with its Chapter 11 case: (a) advise the Debtor of its rights, powers and duties as a debtor-in-possession; (b) prepare legal papers; (c) advise the Debtor concerning, and prepare responses to, applications and other papers that may be filed and served in its 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) advise the Debtor regarding its ability to initiate actions to collect and recover property; (g) counsel the Debtor in connection with the formulation, negotiation and promulgation of a plan of reorganization and related documents; (h) advise and assist the Debtor in connection with any potential property dispositions; (i) advise the Debtor concerning executory contract and unexpired lease assumptions, assignments, rejections, restructurings and recharacterizations; (j) assist the Debtor in reviewing, estimating and resolving claims asserted against its estate; (k) commence and conduct litigation; and (l) provide general litigation and other non-bankruptcy services for the Debtor. Lynn Tavenner and Paula Beran, the lawyers expected to have primary responsibility for providing services to the Debtor, will be paid $415 per hour and $405 per hour. In a court filing, Ms. Beran disclosed that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Lynn Lewis Tavenner Paula S. Beran David N. Tabakin Tavenner & Beran, PLC 20 North Eighth Street, Second Floor Richmond, Virginia 23219 Telephone: (804) 783-8300 Telecopy: (804) 783-0178 About Vista Environmental Vista Environmental, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 16-32366) on May 10, 2016. The Debtor is represented by Paula S. Beran, Esq., at Tavenner & Beran, PLC. VISTA ENVIRONMENTAL: Taps Tera D. Kovanes as Accountant ------------------------------------------------------- Vista Environmental, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Tera D. Kovanes, CPA, LLC. The Debtor tapped the firm to provide accounting services in connection with its Chapter 11 case. Tera Kovanes, a principal of the accounting firm, will be paid $75 per hour for her services and will receive reimbursement for work-related expenses. In a court filing, Ms. Kovanes disclosed that her firm does not hold any interest adverse to the Debtor or its estate. About Vista Environmental Vista Environmental, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 16-32366) on May 10, 2016. The Debtor is represented by Paula S. Beran, Esq., at Tavenner & Beran, PLC. WALTER ENERGY: Coal Companies Spent $95MM on Lobbying Before Ch. 11 ------------------------------------------------------------------- Jennifer A. Dlouhy, writing for Bloomberg News, reported that five coal-mining companies spent $95 million to lobby U.S. lawmakers and more than half a billion dollars on salaries for top executives in the decade before they filed for bankruptcy, according to a report by an environmental group. According to the report, at the same time, the companies -- Walter Energy Inc., Patriot Coal Corp., Alpha Natural Resources Inc., Arch Coal Inc. and Peabody Energy Corp. -- benefited from a federal program that leases land for coal production at a discount. The environmental group, the Western Values Project, said in a report that the companies' "excessive" spending shows the leases helped lobbyists and executives, not the public, the report related. The five companies filed for bankruptcy over the past 13 months after natural gas became cheaper than coal and regulatory costs increased, the report further related. Coal supplied 24.6 percent of U.S. electricity in April, compared to nearly 50 percent a decade ago, the report added. The report was released ahead of a public meeting in Pittsburgh on the future of the federal coal-leasing program, the report said. The Western Values group is pressing regulators to overhaul the program by making transactions more transparent and raising costs to better match the value of coal extracted from private land, the report noted. About Walter Energy Walter Energy, Inc. -- http://www.walterenergy.com/-- is a metallurgical coal producer for the global steel industry with strategic access to steel producers in Europe, Asia and South America. The Company also produces thermal coal, anthracite, metallurgical coke and coal bed methane gas, with operations in the United States, Canada and the United Kingdom. For the year ended Dec. 31, 2014, the Company reported a net loss of $471 million following a net loss of $359 million in 2013. Walter Energy and its affiliates sought Chapter 11 protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham, Alabama on July 15, 2015, after signing a restructuring support agreement with first-lien lenders. Walter Energy disclosed total assets of $5.2 billion and total debt of $5 billion as of March 31, 2015. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree Deakins LLP, as labor and employment counsel; Maynard, Cooper & Gale, P.C., as special counsel; PJT Partners LP serves as investment banker, replacing Blackstone Advisory Services, L.P.; AlixPartners, LLP, as financial advisor, and Kurtzman Carson Consultants LLC, as claims and noticing agent. The Bankruptcy Administrator for the Northern District of Alabama appointed an Official Committee of Unsecured Creditors and an Official Committee of Retirees. The Creditors Committee tapped Morrison & Foerster LLP and Christian & Small LLP as attorneys. The Retiree Committee retained Adams & Reese LLP and Jenner & Block LLP as attorneys. The informal group of certain unaffiliated First Lien Lenders and First Lien Noteholders -- Steering Committee -- retained Akin, Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard Freres & Co. LLC as financial advisor. WASHINGTON FIRST: Taps Oles Morrison as Legal Counsel ----------------------------------------------------- Washington First Financial Group, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to hire Oles Morrison Rinker & Baker LLP as its legal counsel. The Debtor tapped the firm to provide these services in connection with its Chapter 11 case: (a) assist the Debtor in the preparation and filing of the schedules, statement of financial affairs, and related documents; (b) assist the Debtor in the preparation and submission of its initial disclosures and monthly financial reports to the U.S. Trustee's office, and prepare for and attend the initial debtor interview and the section 341 meeting of creditors; (c) provide legal advice and assistance to the Debtor with respect to matters relevant to case administration, including appointment of professionals; (d) assist the Debtor in the formulation and filing of a disclosure statement and plan; (e) assist the Debtor in obtaining appointment of a liquidating trustee, and assist the liquidating trustee in recovery and liquidation of assets; and (f) prepare necessary motions and pleadings. Jeffrey Smoot, a partner at Oles Morrison who will be primarily responsible for representing the Debtor, will be paid $295 per hour. The hourly rates for other Oles Morrison personnel are: Lawyers $170 - $475 In-House Consultant $235 Paralegals $140 - $150 Document Clerks $75 - $125 In a court filing, Mr. Smoot disclosed that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey L. Smoot Oles Morrison Rinker & Baker LLP 701 Pike Street, Suite 1700 Seattle, WA 98101 (206) 623-3427 About Washington First Washington First Financial Group, Inc., bank holding company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 16-12848) on May 26, 2016. The petition was signed by Elizabeth Huang, president. At the time of the filing, the Debtor estimated its assets and liabilities at $10 million to $50 million. WILLIAMS COS: S&P Maintains 'BB' CCR on CreditWatch Negative ------------------------------------------------------------ S&P Global Ratings announced that it maintained the CreditWatch with negative implications on all ratings on U.S. midstream energy company The Williams Cos. Inc., including the 'BB' corporate credit rating, the senior unsecured debt ratings, 'B+' junior subordinated debt rating, and 'B' preferred stock rating. The '4' recovery rating on the senior unsecured debt is unchanged and indicates S&P's expectation of average (30%-50%; lower end of the range) recovery if a default occurs. S&P has revised the recovery expectations on the senior unsecured debt to the lower end of the 30%-50% range, from the higher end of this range. The '6' recovery rating on the junior subordinated notes is also unchanged and indicates S&P's expectation of negligible recovery (0%-10%) if a default occurs. "We expect to resolve the CreditWatch listing within the next 90 days, during which time we will assess WMB's future financial strategy, dividend policy, expected cash flow, and stand-alone credit measures," said S&P Global Ratings credit analyst Michael Grande. WINDSOR CHARTER: S&P Lowers Rating on 2007A Revenue Bonds to 'BB' ----------------------------------------------------------------- S&P Global Ratings lowered its long-term rating to 'BB' from 'BBB-' on the Colorado Educational and Cultural Facilities Authority's series 2007A charter school revenue bonds, supported by Windsor Academy Building Corp. and issued for Windsor Charter Academy (WCA). The outlook is negative. "The two-notch downgrade and negative outlook reflect our assessment of the school's expansion plans and planned debt issuance, which will likely result in increased expenses and could negatively impact operating performance," said S&P Global Ratings credit analyst James Gallardo. "Additionally, we expect debt service coverage to be inadequate, and the debt burden will increase substantially until the school can increase its enrollment to offset financial pressures." The downgrade reflects the school's significant expansion plans, including an expansion of the existing facility to accommodate additional students in the elementary and middle schools, as well as expansion of the program to include a high school. The debt issuance will be approximately $17 million in new-money debt, issued over two years, with approximately $10 million in new-money debt in the next few months and an additional $7 million in 2017. The bonds will also be used to refund the 2007 bonds. While the academy currently has the capacity to meet its financial commitments, in order to meet the additional expenses associated with the expansion and debt issuance, enrollment will need to grow significantly. Management has successfully managed growth in the past, although if the school is not able to reach its enrollment targets, S&P believes the rating could be further pressured, potentially significantly. The negative outlook reflects the instability of the charter school's financial enterprise due to the substantial decline in its cash position. WCA's projected one-time expenses will significantly pressure the school's operations, limiting its ability to handle any further expenses. As of the fiscal 2015 audit, the school had $6 million in debt outstanding, consisting of the series 2007A bonds. YEP, LLC: $1.17M Cortlandt Manor Parcels Sale Approved ------------------------------------------------------ Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York, authorized YEP, LLC to sell its parcels of property located at 2056, 2058, 2060 and vacant land, East Main Street, Cortlandt Manor, New York to Dale English or his designee, for $1,166,000. An auction sale was conducted through the Debtor's retained auctioneer, Maltz Auctions, on June 9, 2016. Dale English made the highest and best bid for the Real Property in the sum of $1,100,000 plus the 6% percent buyer's premium of $66,000. Judge Drain ordered that the Real Property be delivered vacant and free of the leasehold of the Gas Station and Tavern. In the event that Mr. English fails to close on the sale of the Real Property (absent a breach by the Debtor), the Debtor is entitled to retain the Deposit without further order of the Court and Maltz Auctions, the retained auctioneer, is entitled to retain its six percent Buyer's Premium. Maltz Auctions is authorized to receive payment of the Buyer's Premium of $66,000 at closing and reserves its right to apply to the Bankruptcy Court for unpaid expenses. About YEP, LLC YEP, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 14-23149) on Aug. 11, 2014. Rosemarie E. Matera, Esq. at Kurtzman Matera, PC serves as the Debtor's counsel. The Debtor estimated assets of $117,103 and liabilities of $395,874. The petition was signed by Thomas Pellegrino, managing member. [*] Unenforced & Arbitration Judgments Cost 14% of Cos. Over $50M ----------------------------------------------------------------- Burford Capital, a global finance firm focused on law, on June 29, 2016, announced research showing the troubling scale of damages and awards left unpaid by judgment evaders. A new Burford study shows that 86 percent of private practice lawyers have clients who in the last five years have not been paid the full value of a successful litigation or arbitration judgment or award. Almost one in five lawyers (19 percent) said their clients' unenforced judgments were worth between $10 and $50 million (GBP7 to GBP35 million); 14 percent said that their client's unenforced judgments were worth more than $50 million. "If one were to add up the lost value to companies around the world when they cannot enforce judgments, the collective sum would be billions," said Christopher Bogart, CEO of Burford Capital. The study, conducted by Burford in conjunction with the Lawyer Research Service, points to a significant global problem. After securing justice in court, often at a cost of millions in legal fees and years of effort, companies can be left hanging when judgment debtors -- individuals, corporations or foreign governments -- simply fail to pay what they owe. Collecting is even more problematic when these judgment debtors take steps to bury assets in offshore structures. The majority of corporate executives surveyed (58 percent) confirmed that their companies have not been paid the full value of litigation and arbitration judgments in the past five years. The majority of lawyers (62 percent) said the prime reason judgments or awards could not be satisfied was because debtors' assets were hidden offshore. They identified the regions most likely to erect barriers to securing judgment awards as Russia and the former Soviet states (37 percent), followed by the Caribbean (20 percent) and Asia (16 percent). Corporations may, however, leverage professional judgment enforcement and asset tracing partners to recover judgment awards. Mr. Bogart continued: "Given the scale of the problem, businesses are increasingly turning to enforcement partners -- and the savviest companies are also utilizing litigation finance to turn those unenforced judgment debts into capital for the business, without adding cost or risk to corporate balance sheets." According to the survey, more than half of private practice lawyers (52 percent) said clients have worked with judgment enforcement and asset tracing professionals to recover judgment awards the past five years. However, only 11 percent have clients who have sought and secured financing to fund these enforcement services, moving these costs off their balance sheets -- signalling both an opportunity for businesses and a need for law firms to educate clients. The study is based on a survey of over 200 private practice lawyers, in-house counsel and corporate C-level executives in the UK, US, Europe and Asia. A copy of the report is available at: http://bankrupt.com/misc/Burford_WhitePaper_NY_Final.pdf About Burford Capital Burford -- http://www.burfordcapital.com/-- is a global finance firm focused on law. Burford's businesses include litigation finance, insurance and risk transfer, law firm lending, corporate intelligence and judgment enforcement, and a wide range of investment activities. Burford's equity and debt securities are publicly traded on the London Stock Exchange. The firm works with lawyers and clients around the world from its principal offices in New York and London. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE OU1 GR 105.0 (41.3) (39.7) ABSOLUTE SOFTWRE ABT2EUR EU 105.0 (41.3) (39.7) ABSOLUTE SOFTWRE ALSWF US 105.0 (41.3) (39.7) ABSOLUTE SOFTWRE ABT CN 105.0 (41.3) (39.7) ADV MICRO DEVICE AMDCHF EU 2,981.0 (503.0) 898.0 ADV MICRO DEVICE AMD US 2,981.0 (503.0) 898.0 ADV MICRO DEVICE AMD* MM 2,981.0 (503.0) 898.0 ADV MICRO DEVICE AMD QT 2,981.0 (503.0) 898.0 ADV MICRO DEVICE AMD GR 2,981.0 (503.0) 898.0 ADV MICRO DEVICE AMD TH 2,981.0 (503.0) 898.0 ADV MICRO DEVICE AMD SW 2,981.0 (503.0) 898.0 ADV MICRO DEVICE AMD TE 2,981.0 (503.0) 898.0 ADVANCED EMISSIO ADES US 41.6 (20.1) (22.3) ADVENT SOFTWARE ADVS US 424.8 (50.1) (110.8) AERIE PHARMACEUT 0P0 GR 139.2 (0.2) 104.6 AERIE PHARMACEUT AERIEUR EU 139.2 (0.2) 104.6 AERIE PHARMACEUT AERI US 139.2 (0.2) 104.6 AEROJET ROCKETDY GCY TH 1,988.0 (124.0) 132.7 AEROJET ROCKETDY AJRD US 1,988.0 (124.0) 132.7 AEROJET ROCKETDY GCY GR 1,988.0 (124.0) 132.7 AIR CANADA AC CN 13,503.0 (732.0) (256.0) AIR CANADA ACDVF US 13,503.0 (732.0) (256.0) AIR CANADA ADH2 GR 13,503.0 (732.0) (256.0) AIR CANADA ACEUR EU 13,503.0 (732.0) (256.0) AIR CANADA ADH2 TH 13,503.0 (732.0) (256.0) AK STEEL HLDG AKS US 3,987.3 (611.6) 750.7 AK STEEL HLDG AK2 TH 3,987.3 (611.6) 750.7 AK STEEL HLDG AK2 GR 3,987.3 (611.6) 750.7 AK STEEL HLDG AKS* MM 3,987.3 (611.6) 750.7 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 ANGIE'S LIST INC 8AL TH 182.4 (3.5) (27.8) ANGIE'S LIST INC ANGI US 182.4 (3.5) (27.8) ANGIE'S LIST INC 8AL GR 182.4 (3.5) (27.8) ARCH COAL INC ACIIQ* MM 4,855.4 (1,449.1) 913.7 ARGOS THERAPEUTI ARGS US 42.8 (20.2) 0.9 ARIAD PHARM ARIA US 502.5 (154.0) 84.2 ARIAD PHARM ARIACHF EU 502.5 (154.0) 84.2 ARIAD PHARM APS GR 502.5 (154.0) 84.2 ARIAD PHARM ARIA SW 502.5 (154.0) 84.2 ARIAD PHARM ARIAEUR EU 502.5 (154.0) 84.2 ARIAD PHARM APS TH 502.5 (154.0) 84.2 ARIAD PHARM APS QT 502.5 (154.0) 84.2 ARRAY BIOPHARMA ARRY US 196.2 (14.8) 128.0 ARRAY BIOPHARMA AR2 GR 196.2 (14.8) 128.0 ARRAY BIOPHARMA AR2 TH 196.2 (14.8) 128.0 ASPEN TECHNOLOGY AST GR 439.4 (35.5) (21.3) ASPEN TECHNOLOGY AZPN US 439.4 (35.5) (21.3) AUTOZONE INC AZ5 TH 8,464.1 (1,863.3) (422.1) AUTOZONE INC AZOEUR EU 8,464.1 (1,863.3) (422.1) AUTOZONE INC AZO US 8,464.1 (1,863.3) (422.1) AUTOZONE INC AZ5 GR 8,464.1 (1,863.3) (422.1) AUTOZONE INC AZ5 QT 8,464.1 (1,863.3) (422.1) AVID TECHNOLOGY AVD GR 311.8 (303.6) (75.2) AVID TECHNOLOGY AVID US 311.8 (303.6) (75.2) AVINTIV SPECIALT POLGA US 1,991.4 (3.9) 322.1 AVON - BDR AVON34 BZ 3,629.1 (435.7) 604.6 AVON PRODUCTS AVP TH 3,629.1 (435.7) 604.6 AVON PRODUCTS AVP GR 3,629.1 (435.7) 604.6 AVON PRODUCTS AVP* MM 3,629.1 (435.7) 604.6 AVON PRODUCTS AVP US 3,629.1 (435.7) 604.6 AVON PRODUCTS AVP CI 3,629.1 (435.7) 604.6 BARRACUDA NETWOR CUDAEUR EU 419.8 (32.1) (41.9) BARRACUDA NETWOR 7BM QT 419.8 (32.1) (41.9) BARRACUDA NETWOR CUDA US 419.8 (32.1) (41.9) BARRACUDA NETWOR 7BM GR 419.8 (32.1) (41.9) BENEFITFOCUS INC BTF GR 136.0 (26.7) 9.6 BENEFITFOCUS INC BNFT US 136.0 (26.7) 9.6 BLUE BIRD CORP 1291067D US 279.4 (119.2) (10.2) BLUE BIRD CORP BLBD US 279.4 (119.2) (10.2) BOMBARDIER INC-B BBDBN MM 23,667.0 (3,442.0) 1,342.0 BOMBARDIER-B OLD BBDYB BB 23,667.0 (3,442.0) 1,342.0 BOMBARDIER-B W/I BBD/W CN 23,667.0 (3,442.0) 1,342.0 BRINKER INTL EAT US 1,489.2 (243.7) (225.6) BRINKER INTL BKJ GR 1,489.2 (243.7) (225.6) BUFFALO COAL COR BUC SJ 48.1 (17.9) 0.3 BURLINGTON STORE BURL US 2,605.9 (105.2) 106.6 BURLINGTON STORE BUI GR 2,605.9 (105.2) 106.6 CABLEVISION SY-A CVY GR 6,732.4 (4,832.9) (257.2) CABLEVISION SY-A CVCEUR EU 6,732.4 (4,832.9) (257.2) CABLEVISION SY-A CVY TH 6,732.4 (4,832.9) (257.2) CABLEVISION SY-A CVC US 6,732.4 (4,832.9) (257.2) CABLEVISION-W/I CVC-W US 6,732.4 (4,832.9) (257.2) CABLEVISION-W/I 8441293Q US 6,732.4 (4,832.9) (257.2) CALIFORNIA RESOU 1CLB GR 6,662.0 (952.0) (207.0) CALIFORNIA RESOU 1CL TH 6,662.0 (952.0) (207.0) CALIFORNIA RESOU CRCEUR EU 6,662.0 (952.0) (207.0) CALIFORNIA RESOU CRC US 6,662.0 (952.0) (207.0) CALIFORNIA RESOU 1CLB QT 6,662.0 (952.0) (207.0) CAMBIUM LEARNING ABCD US 131.8 (74.0) (58.3) CARBONITE INC 4CB GR 132.7 (4.8) (46.0) CARBONITE INC CARB US 132.7 (4.8) (46.0) CASELLA WASTE WA3 GR 620.4 (28.5) 0.3 CASELLA WASTE CWST US 620.4 (28.5) 0.3 CEB INC FC9 GR 1,299.6 (23.3) (202.0) CEB INC CEB US 1,299.6 (23.3) (202.0) CEDAR FAIR LP FUN US 2,003.8 (41.8) (100.7) CEDAR FAIR LP 7CF GR 2,003.8 (41.8) (100.7) CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CF CORP CFCOU US 0.6 (0.1) (0.1) CHARTER COMMUN-A CHTR US 40,524.0 (219.0) (313.0) CHOICE HOTELS CZH GR 787.3 (385.9) 117.8 CHOICE HOTELS CHH US 787.3 (385.9) 117.8 CINCINNATI BELL CBB US 1,444.6 (291.6) (64.2) CINCINNATI BELL CIB GR 1,444.6 (291.6) (64.2) CLEAR CHANNEL-A CCO US 5,739.4 (940.4) 692.7 CLEAR CHANNEL-A C7C GR 5,739.4 (940.4) 692.7 CLIFFS NATURAL R CLF US 1,886.3 (1,696.7) 352.2 CLIFFS NATURAL R CLF* MM 1,886.3 (1,696.7) 352.2 CLIFFS NATURAL R CLF2EUR EU 1,886.3 (1,696.7) 352.2 CLIFFS NATURAL R CVA QT 1,886.3 (1,696.7) 352.2 CLIFFS NATURAL R CVA GR 1,886.3 (1,696.7) 352.2 CLIFFS NATURAL R CVA TH 1,886.3 (1,696.7) 352.2 COGENT COMMUNICA OGM1 GR 665.1 (18.4) 168.5 COGENT COMMUNICA CCOI US 665.1 (18.4) 168.5 COHERUS BIOSCIEN CHRS US 226.2 (66.9) 118.7 COHERUS BIOSCIEN CHRSEUR EU 226.2 (66.9) 118.7 COHERUS BIOSCIEN 8C5 GR 226.2 (66.9) 118.7 COHERUS BIOSCIEN 8C5 TH 226.2 (66.9) 118.7 COLGATE-BDR COLG34 BZ 12,448.0 (73.0) 27.0 COLGATE-PALMOLIV CL SW 12,448.0 (73.0) 27.0 COLGATE-PALMOLIV CLCHF EU 12,448.0 (73.0) 27.0 COLGATE-PALMOLIV CL* MM 12,448.0 (73.0) 27.0 COLGATE-PALMOLIV CL US 12,448.0 (73.0) 27.0 COLGATE-PALMOLIV CPA GR 12,448.0 (73.0) 27.0 COLGATE-PALMOLIV CPA TH 12,448.0 (73.0) 27.0 COLGATE-PALMOLIV CLEUR EU 12,448.0 (73.0) 27.0 COLGATE-PALMOLIV CPA QT 12,448.0 (73.0) 27.0 COMMUNICATION 8XC GR 2,517.9 (1,288.9) - COMMUNICATION CSAL US 2,517.9 (1,288.9) - CPI CARD GROUP I PNT CN 280.0 (82.3) 64.0 CPI CARD GROUP I CPB GR 280.0 (82.3) 64.0 CPI CARD GROUP I PMTS US 280.0 (82.3) 64.0 CRIUS ENERGY TRU CRIUF US 306.5 (49.0) (85.8) CRIUS ENERGY TRU KWH-U CN 306.5 (49.0) (85.8) CVR NITROGEN LP RNF US 241.4 (166.3) 12.0 CYAN INC CYNI US 112.1 (18.4) 56.9 CYAN INC YCN GR 112.1 (18.4) 56.9 DELEK LOGISTICS D6L GR 379.2 (11.0) 22.1 DELEK LOGISTICS DKL US 379.2 (11.0) 22.1 DENNY'S CORP DE8 GR 288.8 (57.4) (48.9) DENNY'S CORP DENN US 288.8 (57.4) (48.9) DIRECTV DTV CI 25,321.0 (3,463.0) 1,360.0 DIRECTV DTV US 25,321.0 (3,463.0) 1,360.0 DIRECTV DTVEUR EU 25,321.0 (3,463.0) 1,360.0 DOMINO'S PIZZA EZV TH 820.8 (1,730.3) 292.8 DOMINO'S PIZZA DPZ US 820.8 (1,730.3) 292.8 DOMINO'S PIZZA EZV GR 820.8 (1,730.3) 292.8 DPL INC DPL US 3,202.9 (16.9) (466.2) DUN & BRADSTREET DB5 TH 2,176.0 (1,106.3) (94.4) DUN & BRADSTREET DNB1EUR EU 2,176.0 (1,106.3) (94.4) DUN & BRADSTREET DB5 GR 2,176.0 (1,106.3) (94.4) DUN & BRADSTREET DNB US 2,176.0 (1,106.3) (94.4) DUNKIN' BRANDS G DNKNEUR EU 3,093.9 (234.6) 117.3 DUNKIN' BRANDS G 2DB GR 3,093.9 (234.6) 117.3 DUNKIN' BRANDS G 2DB TH 3,093.9 (234.6) 117.3 DUNKIN' BRANDS G DNKN US 3,093.9 (234.6) 117.3 DURATA THERAPEUT DRTXEUR EU 82.1 (16.1) 11.7 DURATA THERAPEUT DTA GR 82.1 (16.1) 11.7 DURATA THERAPEUT DRTX US 82.1 (16.1) 11.7 EASTMAN KODAK CO KODN GR 2,066.0 (48.0) 861.0 EASTMAN KODAK CO KODK US 2,066.0 (48.0) 861.0 EDGEN GROUP INC EDG US 883.8 (0.8) 409.2 ENERGIZER HOLDIN ENR US 1,584.4 (10.2) 643.2 ENERGIZER HOLDIN EGG GR 1,584.4 (10.2) 643.2 ENERGIZER HOLDIN ENR-WEUR EU 1,584.4 (10.2) 643.2 EPL OIL & GAS IN EPA1 GR 463.6 (1,080.5) (1,301.7) EPL OIL & GAS IN EPL US 463.6 (1,080.5) (1,301.7) ERIN ENERGY CORP ERN SJ 359.6 (137.4) (338.3) EXELIXIS INC EX9 GR 492.5 (156.0) 238.4 EXELIXIS INC EXELEUR EU 492.5 (156.0) 238.4 EXELIXIS INC EX9 QT 492.5 (156.0) 238.4 EXELIXIS INC EX9 TH 492.5 (156.0) 238.4 EXELIXIS INC EXEL US 492.5 (156.0) 238.4 FAIRMOUNT SANTRO FMSAEUR EU 1,316.0 (73.6) 171.8 FAIRMOUNT SANTRO FM1 GR 1,316.0 (73.6) 171.8 FAIRMOUNT SANTRO FMSA US 1,316.0 (73.6) 171.8 FAIRPOINT COMMUN FRP US 1,291.0 (17.0) (1.2) FAIRPOINT COMMUN FONN GR 1,291.0 (17.0) (1.2) FIFTH STREET ASS FSAM US 161.0 (11.6) - FREESCALE SEMICO FSLEUR EU 3,159.0 (3,079.0) 1,264.0 FREESCALE SEMICO 1FS GR 3,159.0 (3,079.0) 1,264.0 FREESCALE SEMICO 1FS QT 3,159.0 (3,079.0) 1,264.0 FREESCALE SEMICO FSL US 3,159.0 (3,079.0) 1,264.0 FREESCALE SEMICO 1FS TH 3,159.0 (3,079.0) 1,264.0 GAMCO INVESTO-A GBL US 115.9 (248.2) - GAMING AND LEISU GLPI US 2,436.2 (258.8) (98.7) GAMING AND LEISU 2GL GR 2,436.2 (258.8) (98.7) GARDA WRLD -CL A GW CN 1,793.0 (360.9) 107.4 GARTNER INC IT US 2,211.5 (112.7) (111.9) GARTNER INC IT* MM 2,211.5 (112.7) (111.9) GARTNER INC GGRA GR 2,211.5 (112.7) (111.9) GCP APPLIED TECH 43G GR 985.6 (182.1) 219.8 GCP APPLIED TECH GCP US 985.6 (182.1) 219.8 GENTIVA HEALTH GTIV US 1,225.2 (285.2) 130.0 GENTIVA HEALTH GHT GR 1,225.2 (285.2) 130.0 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GOLD RESERVE INC GDRZF US 24.0 (20.5) 10.0 GOLD RESERVE INC GRZ CN 24.0 (20.5) 10.0 GOLD RESERVE INC GOD GR 24.0 (20.5) 10.0 GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 GYMBOREE CORP/TH GYMB US 1,162.6 (309.2) 28.7 HCA HOLDINGS INC 2BH GR 32,776.0 (5,999.0) 3,803.0 HCA HOLDINGS INC 2BH TH 32,776.0 (5,999.0) 3,803.0 HCA HOLDINGS INC HCA US 32,776.0 (5,999.0) 3,803.0 HCA HOLDINGS INC HCAEUR EU 32,776.0 (5,999.0) 3,803.0 HECKMANN CORP-U HEK/U US 460.1 (65.1) (465.4) HEWLETT-PACKA-WI HPQ-W US 25,523.0 (4,786.0) (1,477.0) HOVNANIAN-A-WI HOV-W US 2,518.6 (152.3) 1,519.6 HP COMPANY-BDR HPQB34 BZ 25,523.0 (4,786.0) (1,477.0) HP INC HPQ CI 25,523.0 (4,786.0) (1,477.0) HP INC 7HP TH 25,523.0 (4,786.0) (1,477.0) HP INC HPQ US 25,523.0 (4,786.0) (1,477.0) HP INC HPQCHF EU 25,523.0 (4,786.0) (1,477.0) HP INC HPQ SW 25,523.0 (4,786.0) (1,477.0) HP INC HPQ* MM 25,523.0 (4,786.0) (1,477.0) HP INC HWP QT 25,523.0 (4,786.0) (1,477.0) HP INC 7HP GR 25,523.0 (4,786.0) (1,477.0) HP INC HPQ TE 25,523.0 (4,786.0) (1,477.0) HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) IDEXX LABS IDXX US 1,478.6 (73.8) (69.7) IDEXX LABS IX1 GR 1,478.6 (73.8) (69.7) IDEXX LABS IX1 TH 1,478.6 (73.8) (69.7) IMMUNOGEN INC IMGN US 222.3 (41.1) 153.5 INFOR ACQUISIT-A IAC/A CN 233.0 (1.6) 2.0 INFOR ACQUISITIO IAC-U CN 233.0 (1.6) 2.0 INFOR US INC LWSN US 6,048.5 (796.8) (226.4) INNOVIVA INC INVA US 387.8 (362.0) 186.1 INNOVIVA INC HVE GR 387.8 (362.0) 186.1 INTERNATIONAL WI ITWG US 325.1 (11.5) 95.4 INTERUPS INC ITUP US 0.0 (0.3) (0.3) INVENTIV HEALTH VTIV US 2,127.8 (783.0) 121.1 IPCS INC IPCS US 559.2 (33.0) 72.1 ISRAMCO INC IRM GR 144.9 (2.8) 12.5 ISRAMCO INC ISRLEUR EU 144.9 (2.8) 12.5 ISRAMCO INC ISRL US 144.9 (2.8) 12.5 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 J CREW GROUP INC JCG US 1,477.3 (776.7) 91.4 JACK IN THE BOX JBX GR 1,301.5 (190.6) (83.8) JACK IN THE BOX JACK1EUR EU 1,301.5 (190.6) (83.8) JACK IN THE BOX JACK US 1,301.5 (190.6) (83.8) JUST ENERGY GROU 1JE GR 1,247.4 (651.1) (118.7) JUST ENERGY GROU JE US 1,247.4 (651.1) (118.7) JUST ENERGY GROU JE CN 1,247.4 (651.1) (118.7) KOPPERS HOLDINGS KOP US 1,129.7 (4.3) 173.5 KOPPERS HOLDINGS KO9 GR 1,129.7 (4.3) 173.5 L BRANDS INC LTD GR 7,426.0 (1,086.0) 1,386.0 L BRANDS INC LTD TH 7,426.0 (1,086.0) 1,386.0 L BRANDS INC LTD QT 7,426.0 (1,086.0) 1,386.0 L BRANDS INC LB* MM 7,426.0 (1,086.0) 1,386.0 L BRANDS INC LBEUR EU 7,426.0 (1,086.0) 1,386.0 L BRANDS INC LB US 7,426.0 (1,086.0) 1,386.0 LANDCADIA HOLDIN LCAHU US 0.3 (0.0) (0.3) LAREDO PETROLEUM LPI US 1,637.2 (45.7) 124.8 LAREDO PETROLEUM 8LP GR 1,637.2 (45.7) 124.8 LAREDO PETROLEUM LPI1EUR EU 1,637.2 (45.7) 124.8 LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9 LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9 LENNOX INTL INC LII US 1,861.0 (73.3) 318.4 LENNOX INTL INC LXI GR 1,861.0 (73.3) 318.4 LORILLARD INC LO US 4,154.0 (2,134.0) 1,135.0 LORILLARD INC LLV TH 4,154.0 (2,134.0) 1,135.0 LORILLARD INC LLV GR 4,154.0 (2,134.0) 1,135.0 M&A HOLDING CORP MHDG US 0.0 (0.0) (0.0) MADISON-A/NEW-WI MSGN-W US 799.5 (1,167.1) 134.9 MAJESCOR RESOURC MJXEUR EU 0.1 (0.0) (0.0) MANITOWOC FOOD MFS1EUR EU 1,822.9 (125.7) 2.5 MANITOWOC FOOD 6M6 GR 1,822.9 (125.7) 2.5 MANITOWOC FOOD MFS US 1,822.9 (125.7) 2.5 MANNKIND CORP MNKD IT 93.3 (373.5) (205.1) MARRIOTT INTL-A MAQ TH 6,121.0 (3,667.0) (1,823.0) MARRIOTT INTL-A MAQ GR 6,121.0 (3,667.0) (1,823.0) MARRIOTT INTL-A MAR US 6,121.0 (3,667.0) (1,823.0) MDC COMM-W/I MDZ/W CN 1,571.6 (454.2) (274.0) MDC PARTNERS-A MDCAEUR EU 1,571.6 (454.2) (274.0) MDC PARTNERS-A MDZ/A CN 1,571.6 (454.2) (274.0) MDC PARTNERS-A MDCA US 1,571.6 (454.2) (274.0) MDC PARTNERS-EXC MDZ/N CN 1,571.6 (454.2) (274.0) MEAD JOHNSON MJNEUR EU 4,016.8 (592.4) 1,392.1 MEAD JOHNSON MJN US 4,016.8 (592.4) 1,392.1 MEAD JOHNSON 0MJA GR 4,016.8 (592.4) 1,392.1 MEAD JOHNSON 0MJA TH 4,016.8 (592.4) 1,392.1 MEDLEY MANAGE-A MDLY US 112.0 (24.5) 44.7 MERITOR INC MTOR US 2,093.0 (601.0) 146.0 MERITOR INC AID1 GR 2,093.0 (601.0) 146.0 MERRIMACK PHARMA MACK US 192.9 (217.1) 63.3 MERRIMACK PHARMA MP6 GR 192.9 (217.1) 63.3 MICHAELS COS INC MIM GR 1,938.7 (1,683.4) 551.6 MICHAELS COS INC MIK US 1,938.7 (1,683.4) 551.6 MIDSTATES PETROL MPO1EUR EU 782.8 (1,504.5) (1,920.4) MONEYGRAM INTERN MGI US 4,280.0 (224.3) (16.8) MOODY'S CORP DUT QT 5,114.9 (351.5) 1,933.4 MOODY'S CORP MCOEUR EU 5,114.9 (351.5) 1,933.4 MOODY'S CORP DUT TH 5,114.9 (351.5) 1,933.4 MOODY'S CORP DUT GR 5,114.9 (351.5) 1,933.4 MOODY'S CORP MCO US 5,114.9 (351.5) 1,933.4 MOTOROLA SOLUTIO MSI US 9,049.0 (137.0) 1,969.0 MOTOROLA SOLUTIO MOT TE 9,049.0 (137.0) 1,969.0 MOTOROLA SOLUTIO MTLA TH 9,049.0 (137.0) 1,969.0 MOTOROLA SOLUTIO MTLA GR 9,049.0 (137.0) 1,969.0 MOTOROLA SOLUTIO MTLA QT 9,049.0 (137.0) 1,969.0 MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) - MSG NETWORKS- A 1M4 TH 799.5 (1,167.1) 134.9 MSG NETWORKS- A MSGN US 799.5 (1,167.1) 134.9 MSG NETWORKS- A 1M4 GR 799.5 (1,167.1) 134.9 NATHANS FAMOUS NFA GR 71.5 (72.3) 49.8 NATHANS FAMOUS NATH US 71.5 (72.3) 49.8 NATIONAL CINEMED NCMI US 1,037.6 (173.3) 92.5 NATIONAL CINEMED XWM GR 1,037.6 (173.3) 92.5 NAVIDEA BIOPHARM NAVB IT 12.3 (57.2) (47.1) NAVISTAR INTL IHR GR 6,188.0 (5,121.0) 510.0 NAVISTAR INTL IHR TH 6,188.0 (5,121.0) 510.0 NAVISTAR INTL NAV US 6,188.0 (5,121.0) 510.0 NEFF CORP-CL A NEFF US 672.3 (169.4) 0.4 NEKTAR THERAPEUT NKTR US 491.9 (0.3) 278.9 NEKTAR THERAPEUT ITH GR 491.9 (0.3) 278.9 NEW ENG RLTY-LP NEN US 193.8 (31.2) - NORTHERN OIL AND NOG US 573.2 (322.5) (7.7) NORTHERN OIL AND 4LT GR 573.2 (322.5) (7.7) NTELOS HOLDINGS NTLS US 611.1 (39.9) 104.9 OCH-ZIFF CAPIT-A 35OA GR 1,255.3 (183.7) - OCH-ZIFF CAPIT-A OZM US 1,255.3 (183.7) - OMEROS CORP 3O8 TH 36.0 (40.7) 6.8 OMEROS CORP OMEREUR EU 36.0 (40.7) 6.8 OMEROS CORP 3O8 GR 36.0 (40.7) 6.8 OMEROS CORP OMER US 36.0 (40.7) 6.8 OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) ONCOMED PHARMACE O0M GR 204.9 (19.8) 149.9 ONCOMED PHARMACE OMED US 204.9 (19.8) 149.9 PALM INC PALM US 1,007.2 (6.2) 141.7 PAVMED INC PAVMU US 0.8 (0.1) (0.5) PBF LOGISTICS LP 11P GR 433.6 (180.7) 40.6 PBF LOGISTICS LP PBFX US 433.6 (180.7) 40.6 PENN NATL GAMING PENN US 5,128.7 (649.1) (189.9) PENN NATL GAMING PN1 GR 5,128.7 (649.1) (189.9) PHILIP MORRIS IN 4I1 TH 34,621.0 (10,894.0) 1,837.0 PHILIP MORRIS IN 4I1 GR 34,621.0 (10,894.0) 1,837.0 PHILIP MORRIS IN 4I1 QT 34,621.0 (10,894.0) 1,837.0 PHILIP MORRIS IN PMI1 IX 34,621.0 (10,894.0) 1,837.0 PHILIP MORRIS IN PM FP 34,621.0 (10,894.0) 1,837.0 PHILIP MORRIS IN PM1EUR EU 34,621.0 (10,894.0) 1,837.0 PHILIP MORRIS IN PM1 TE 34,621.0 (10,894.0) 1,837.0 PHILIP MORRIS IN PMI SW 34,621.0 (10,894.0) 1,837.0 PHILIP MORRIS IN PM1CHF EU 34,621.0 (10,894.0) 1,837.0 PHILIP MORRIS IN PM US 34,621.0 (10,894.0) 1,837.0 PHILIP MORRIS IN PMI EB 34,621.0 (10,894.0) 1,837.0 PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLY GEM HOLDINGS PG6 GR 1,210.9 (101.0) 239.9 PLY GEM HOLDINGS PGEM US 1,210.9 (101.0) 239.9 POLYMER GROUP-B POLGB US 1,991.4 (3.9) 322.1 PROTECTION ONE PONE US 562.9 (61.8) (7.6) QUALITY DISTRIBU QDZ GR 413.0 (22.9) 102.9 QUALITY DISTRIBU QLTY US 413.0 (22.9) 102.9 QUINTILES TRANSN Q US 3,982.9 (205.9) 859.0 QUINTILES TRANSN QTS GR 3,982.9 (205.9) 859.0 RADIO ONE INC-A ROIA US 1,342.8 (63.9) 134.4 RADIO ONE-CL D ROIAK US 1,342.8 (63.9) 134.4 REATA PHARMACE-A 2R3 GR 92.0 (272.6) 25.8 REATA PHARMACE-A RETA US 92.0 (272.6) 25.8 REGAL ENTERTAI-A RETA GR 2,591.3 (873.6) (83.4) REGAL ENTERTAI-A RGC US 2,591.3 (873.6) (83.4) REGAL ENTERTAI-A RGC* MM 2,591.3 (873.6) (83.4) RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTECH NITROGEN 2RN GR 241.4 (166.3) 12.0 RENTPATH LLC PRM US 208.0 (91.7) 3.6 REVLON INC-A RVL1 GR 1,887.7 (573.3) 308.5 REVLON INC-A REV US 1,887.7 (573.3) 308.5 RLJ ACQUISITI-UT RLJAU US 135.8 (13.5) 20.6 ROUNDY'S INC RNDY US 1,095.7 (92.7) 59.7 ROUNDY'S INC 4R1 GR 1,095.7 (92.7) 59.7 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 RYERSON HOLDING 7RY TH 1,582.8 (118.7) 625.0 RYERSON HOLDING RYI US 1,582.8 (118.7) 625.0 RYERSON HOLDING 7RY GR 1,582.8 (118.7) 625.0 SALLY BEAUTY HOL S7V GR 2,069.4 (341.4) 643.4 SALLY BEAUTY HOL SBH US 2,069.4 (341.4) 643.4 SANCHEZ ENERGY C SN US 1,421.2 (523.1) 401.7 SANCHEZ ENERGY C SN* MM 1,421.2 (523.1) 401.7 SANCHEZ ENERGY C 13S TH 1,421.2 (523.1) 401.7 SANCHEZ ENERGY C 13S GR 1,421.2 (523.1) 401.7 SBA COMM CORP-A SBJ TH 7,371.6 (1,630.6) 49.5 SBA COMM CORP-A SBJ GR 7,371.6 (1,630.6) 49.5 SBA COMM CORP-A SBACEUR EU 7,371.6 (1,630.6) 49.5 SBA COMM CORP-A SBAC US 7,371.6 (1,630.6) 49.5 SCIENTIFIC GAM-A SGMS US 7,690.7 (1,583.9) 516.3 SCIENTIFIC GAM-A TJW GR 7,690.7 (1,583.9) 516.3 SEARS HOLDINGS SEE GR 11,175.0 (2,360.0) 1,526.0 SEARS HOLDINGS SEE TH 11,175.0 (2,360.0) 1,526.0 SEARS HOLDINGS SHLD US 11,175.0 (2,360.0) 1,526.0 SEARS HOLDINGS SEE QT 11,175.0 (2,360.0) 1,526.0 SILVER SPRING NE SSNI US 465.6 (45.9) (20.0) SILVER SPRING NE 9SI TH 465.6 (45.9) (20.0) SILVER SPRING NE 9SI GR 465.6 (45.9) (20.0) SIRIUS XM CANADA SIICF US 292.9 (134.0) (172.0) SIRIUS XM CANADA XSR CN 292.9 (134.0) (172.0) SIRIUS XM HOLDIN SIRI US 7,928.2 (563.9) (1,942.3) SIRIUS XM HOLDIN RDO GR 7,928.2 (563.9) (1,942.3) SIRIUS XM HOLDIN RDO TH 7,928.2 (563.9) (1,942.3) SONIC CORP SO4 GR 679.7 (58.5) 98.7 SONIC CORP SONC US 679.7 (58.5) 98.7 SONIC CORP SONCEUR EU 679.7 (58.5) 98.7 SPORTSMAN'S WARE SPWH US 338.8 (2.4) 84.5 SPORTSMAN'S WARE 06S GR 338.8 (2.4) 84.5 SUPERVALU INC SVU US 4,370.0 (433.0) 63.0 SUPERVALU INC SVU* MM 4,370.0 (433.0) 63.0 SUPERVALU INC SJ1 GR 4,370.0 (433.0) 63.0 SUPERVALU INC SJ1 TH 4,370.0 (433.0) 63.0 SWIFT ENERGY CO SWTF US 433.3 (960.1) (376.7) SYNERGY PHARMACE SGYP US 88.4 (6.5) 68.3 SYNERGY PHARMACE S90 GR 88.4 (6.5) 68.3 SYNERGY PHARMACE SGYPEUR EU 88.4 (6.5) 68.3 TAILORED BRANDS TLRD US 2,276.8 (90.2) 717.7 TAILORED BRANDS WRMA GR 2,276.8 (90.2) 717.7 TAILORED BRANDS TLRD* MM 2,276.8 (90.2) 717.7 TIANHE UNION HOL TUAAE US 0.0 (0.0) (0.0) TRANSDIGM GROUP TDGEUR EU 8,359.5 (961.8) 1,082.0 TRANSDIGM GROUP TDG SW 8,359.5 (961.8) 1,082.0 TRANSDIGM GROUP T7D GR 8,359.5 (961.8) 1,082.0 TRANSDIGM GROUP TDG US 8,359.5 (961.8) 1,082.0 TRANSDIGM GROUP T7D QT 8,359.5 (961.8) 1,082.0 TRANSDIGM GROUP TDGCHF EU 8,359.5 (961.8) 1,082.0 TURNING POINT BR TPB US 241.5 (79.2) 44.8 UNISYS CORP USY1 GR 2,265.1 (1,354.3) 261.5 UNISYS CORP USY1 TH 2,265.1 (1,354.3) 261.5 UNISYS CORP UIS1 SW 2,265.1 (1,354.3) 261.5 UNISYS CORP UISEUR EU 2,265.1 (1,354.3) 261.5 UNISYS CORP UIS US 2,265.1 (1,354.3) 261.5 UNISYS CORP UISCHF EU 2,265.1 (1,354.3) 261.5 VECTOR GROUP LTD VGR GR 1,228.8 (153.9) 335.3 VECTOR GROUP LTD VGR US 1,228.8 (153.9) 335.3 VECTOR GROUP LTD VGR QT 1,228.8 (153.9) 335.3 VENOCO INC VQ US 295.3 (483.7) (509.8) VERISIGN INC VRS TH 2,323.7 (1,108.0) 464.3 VERISIGN INC VRS GR 2,323.7 (1,108.0) 464.3 VERISIGN INC VRS QT 2,323.7 (1,108.0) 464.3 VERISIGN INC VRSN US 2,323.7 (1,108.0) 464.3 VERIZON TELEMATI HUTC US 110.2 (101.6) (113.8) VIEWRAY INC VRAY US 39.1 (19.8) (0.6) VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) WEIGHT WATCHERS WW6 TH 1,290.5 (1,296.9) (173.7) WEIGHT WATCHERS WTWEUR EU 1,290.5 (1,296.9) (173.7) WEIGHT WATCHERS WW6 GR 1,290.5 (1,296.9) (173.7) WEIGHT WATCHERS WTW US 1,290.5 (1,296.9) (173.7) WEST CORP WT2 GR 3,522.7 (536.2) 231.2 WEST CORP WSTC US 3,522.7 (536.2) 231.2 WESTERN REFINING WNRL US 487.3 (73.7) 13.9 WESTERN REFINING WR2 GR 487.3 (73.7) 13.9 WESTMORELAND COA WLB US 1,770.7 (550.1) (32.2) WESTMORELAND COA WME GR 1,770.7 (550.1) (32.2) WINGSTOP INC EWG GR 116.6 (4.8) 2.0 WINGSTOP INC WING US 116.6 (4.8) 2.0 WINMARK CORP GBZ GR 43.8 (27.3) 12.0 WINMARK CORP WINA US 43.8 (27.3) 12.0 YRC WORLDWIDE IN YRCW US 1,863.8 (392.7) 178.1 YRC WORLDWIDE IN YEL1 TH 1,863.8 (392.7) 178.1 YRC WORLDWIDE IN YEL1 GR 1,863.8 (392.7) 178.1 YRC WORLDWIDE IN YRCWEUR EU 1,863.8 (392.7) 178.1 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2016. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***