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/raid1/www/Hosts/bankrupt/TCR_Public/160722.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, July 22, 2016, Vol. 20, No. 204 Headlines 1ST CHOICE COMPLIANCE: Ameris Bank Seeks to Prevent Cash Use ABENGOA BIOENERGY: Wants Plan Filing Deadline Moved to Dec. 6 ACCESS GROUP: Fitch Affirms 'BBsf' Rating on Class II B Sub. Notes ACE'S INDOOR: Wants to Use National Funding Cash Collateral ACTIVECARE INC: Files Form S-1 Prospectus with SEC ALLIANCE FOOD SERVICES: Taps Ferguson Hayes as Legal Counsel ALLY FINANCIAL: Announces $700M Stock Repurchase Program AMERICAN COMMERCE: Two Directors Quit from Board AMW MACHINE: Files Corrected Motion for Exclusive Periods Extension ANSWERS CORP: S&P Lowers CCR to 'CCC', Outlook Negative APTOS INC: Moody's Affirms B3 Corporate Family Rating ARCHDIOCESE OF ST. PAUL: Admits Wrongdoing in Abuse Coverup ARMADA WATER: U.S. Trustee Unable to Appoint Creditor's Committee BELDEN INC: Moody's Affirms Ba2 Corporate Family Rating BELDEN INC: S&P Revises Outlook to Stable & Affirms 'BB' CCR BLACK CANYON: US Trustee Unable to Appoint Creditors' Committee BRAHMIN MERCHANDISING: No Creditors' Committee Appointed BRANDON DORTCH: Exclusive Plan Filing Deadline Moved to Sept. 20 C&J ENERGY: Case Summary & 30 Largest Unsecured Creditors C&J ENERGY: Expects Bankruptcy Exit in 130 to 180 Days C&J ENERGY: Files for Ch. 11 With $1.4B Debt-to-Equity Deal C.R. REED TRANSPORT: US Trustee Fails to Appoint Creditors' Panel CANCER GENETICS: John Pappajoh Holds 1.89 Million Common Shares CHESAPEAKE ENERGY: Sued by Shale Owners for Alleged Scheme CLEAR CREEK RETIREMENT: Steven Bowerman Leaves Creditor's Panel COMMUNITY VISION: Wants to Use IRS Cash Collateral CONCORDIA: Moody's Says FDA OK of Generic Nilandron is Credit Neg. CUPEYVILLE SCHOOL: Court to Take Up Plan Outline on Sept. 27 DATAPIPE INC: Moody's Affirms B3 Corporate Family Rating DATAPIPE INC: S&P Affirms 'B' CCR, Outlook Stable DAWN INC: Proposes Private Sale of Mamaroneck Property DIFFERENTIAL BRANDS: Completes Acquisition of SWIMS EAST COAST FOODS: Cash Collateral Use Through July 31 Allowed EMERALD OIL: Wants Exclusive Plan Filing Deadline Moved to Dec. 19 ESSAR STEEL: Inks $35-Mil. DIP Financing Pact with SPL Advisors ETERNAL ENTERPRISE: Cash Collateral Use from July 16 to Aug. 15 OK EVERSTREAM HOLDCO: Case Summary & Unsecured Creditor FLYING STAR: Reaches Agreement with Former Execs FREDDIE MAC: Must Face Revived Suit Over Subprime Exposure FREDERICK KEITEL: Court to Take Up Plan Outline at Aug. 31 Hearing FRYMIRE SERVICES: Wants Authorization to Use Cash Collateral FTS INT'L: S&P Hikes CCR to 'CCC+' on Notes Repurchase Transaction GARY DEAN ROGERS: Bentwood Reserve Property Sale Approved GREAT BASIN: Appoints BDO USA as New Accounting Firm GROWER'S ORGANIC: Can Use Cash Collateral Until Aug. 15 HALL & SONS: Case Summary & 15 Unsecured Creditors HI-TEMP: Wants Access to $14.7-Mil. DIP Facility From Wells Fargo HOOVER WELL: U.S. Trustee Forms 2-Member Committee HOVBROS PROPERTIES: Voluntary Chapter 11 Case Summary HUGHES SATELLITE: Moody's Hikes Corporate Family Rating to B1 HUGHES SATELLITE: S&P Assigns 'BB-' Rating on Proposed Sr. Notes ICAGEN INC: Closes Acquisition of Sanofi Arizona Research Facility IMPERIAL METAL: Moody's Affirms Caa1 Corporate Family Rating INNOVATIVE CONSTRUCTION: Court to Take Up Plan Outline on Aug. 12 JOSEPH OLADOKUN: Hearing on Plan & Outline to Be Held on Sept. 14 JOY-KAY INC: Exclusive Plan Filing Deadline Moved to Oct. 30 LEAP FORWARD: Selling Personal Property to IGT LENNAR BUFFINGTON: Selling Property to RSI Communities for $16MM LOUISIANA CRANE: Hires Heller Draper as Bankruptcy Counsel M SPACE HOLDINGS: Court Issues Final Order Authorizing Cash Use M. SANNUTI DEVELOPMENT: Voluntary Chapter 11 Case Summary M2J2 LLC: Hires Nathan Horowitz as Attorney MATT HORN: Pennsylvania Property Sale Approved MC FLATBED: Exclusive Solicitation Period Extended to Aug. 15 MCELRATH LEGAL HOLDINGS: Taps Gary W. Short as Legal Counsel MEDIMEDIA USA: Moody's Withdraws Caa1 Corporate Family Rating MOUNT TAM: Resolves Default Under Buck Institute License Agreement NANOSPHERE INC: Suspending Filing of Reports with SEC NATIONAL CINEMEDIA: Interim Co-CFO Gets $50,000 Retention Bonus NET DATA: Exclusive Plan Filing Deadline Moved to Aug. 1 NEW HORIZONS HEALTH: Owenton KY Property Sale Approved NITRO PETROLEUM: Voluntary Chapter 11 Case Summary NOVATION COMPANIES: Case Summary & 20 Top Unsecured Creditors NOVATION COMPANIES: Files Chapter 11 Bankruptcy Petition NOVATION COMPANIES: Seeks to Reject Two Unexpired Leases OLIN VIRTUAL: Wants Plan Filing Period Extended to Nov. 17 OLLARD SQUARE: Voluntary Chapter 11 Case Summary PEABODY ENERGY: Annual Report on 401(K) Plan Filed PEABODY ENERGY: Annual Report on Employee Retirement Account Filed PEABODY ENERGY: To Pay Taxes During Bankruptcy, Judge Rules PHOENIX MANUFACTURING: Has Until Sept. 26 to Exclusively File Plan PNCH ASSOCIATES: Hires Ciardi Ciardi as Counsel PONYPIC LLC: Allowed to Use Cash Collateral on a Final Basis PRATT WELL: Servicing Equipment Auction on Aug. 25 QUALITY DISTRIBUTION: S&P Revises Outlook to Neg. & Affirms B- CCR QVL PHARMACY: U.S. Trustee Opposes Approval of Disclosure Statement REBUS CORP: Court to Take Up Plan Outline on August 24 REED EQUIPMENT: US Trustee Fails to Appoint Creditors' Committee REVLON ESCROW: Moody's Assigns B3 Rating to $400MM Unsecured Notes RICHARD CORP: U.S. Trustee Unable to Appoint Creditors' Panel RONALD COHEN: Court to Take Up Plan Outline on August 25 ROSEVILLE SENIOR: Court to Take Up Plan Outline on August 15 RYERSON HOLDING: 2nd Offering Has No Impact on Moody's B3 Rating S DIAMOND STEEL: Taps Allan NewDelman as Counsel SANDRIDGE ENERGY: Annual Report on 401(k) Plan Filed SANDRIDGE ENERGY: To Issue $300M in Convertible Notes Due 2020 SAYEEH SHAMTOB: Plan Outline Okayed, Confirmation Hearing on Aug 23 SCIO DIAMOND: Director James Korn Resigns SIDNEY TRANSPORTATION: Seeks Authorization to Use Cash Collateral SINCLAIR TELEVISION: Moody's Assigns Ba1 to Term Loan A Facilities SMALLVILLE PRESCHOOL: US Trustee Unable to Appoint Creditors' Panel SPORTS AUTHORITY: Accelerates Store Closings Amid Bankruptcy STAGE COACH: Judge Denies Bid to Approve Plan Outline STELLAR BIOTECHNOLOGIES: Forms New Company Neostell in France STEPHCRIS OF MISSOURI: Wants to Use MidWest Cash Collateral SUNEDISON INC: Amendment No. 3 to DIP Financing Deal Filed SUNEDISON INC: Looking to Sell Interests in Terraform Global SYNCARDIA SYSTEMS: Taps Ankura Consulting to Provide CRO SYNTAX-BRILLIAN: Bids to Remove Liquidation Trustee Denied TATA CHEMICALS: S&P Affirms 'B+' CCR & Revises Outlook to Pos. TRANS COASTAL: Wants Plan Filing Period Extended to Aug. 19 TRAVELPORT WORLDWIDE: Appoints Scott Forbes as a Non-Exec. Director TRIANGLE USA: No Creditor's Committee Appointed TTJ ENTERPRISES: Court to Take Up Plan Outline on Aug. 17 UNITED MOBILE: Case Summary & 20 Largest Unsecured Creditors UNITED MOBILE: Files Ch.11 Petition to Facilitate Restructuring VANTAGE SPECIALTIES: Moody's Affirms B2 Corporate Family Rating VERSO PAPER: Moody's Assigns B1 CFR Following Ch. 11 Emergence WASHINGTON MANAGEMENT: Court Prohibits Cash Collateral Use WATERS EDGE: Case Summary & 4 Unsecured Creditors WIRECO WORLDGROUP: Moody's Cuts Proposed 1st Lien Term Loan to B3 WPCS INTERNATIONAL: Iroquois Master, et al., Hold 9.9% Stake WTE-S&S AG: Exclusive Plan Filing Period Extended to Nov. 30 [^] BOOK REVIEW: Competitive Strategy for Health Care Organizations ********* 1ST CHOICE COMPLIANCE: Ameris Bank Seeks to Prevent Cash Use ------------------------------------------------------------ Ameris Bank asks the U.S. Bankruptcy Court for the Middle District of Georgia to prevent Debtor 1st Choice Compliance, Inc., from using cash collateral, in the form of accounts receivables. Ameris Bank tells the Court that it holds a claim against the Debtor, Elizabeth Fleming and Gary Fleming in the amount of $265,391.93, which is collateralized by, among other things, a security interest in all accounts receivables. Ameris Bank believes that the Debtor intends to use the accounts receivables without providing Ameris Bank with adequate protection of its security and interest in them. Ameris Bank says that it will not consent to the use of cash collateral unless the Debtor provides it with adequate protection. A full-text copy of Ameris Bank's Motion, dated July 19, 2016, is available at https://is.gd/lO6dKF Ameris Bank is represented by: Christina L. Folsom, Esq. LANGDALE VALLOTTON, LLP P.O. Box 1547 Valdosta, GA 31603-1547 Telephone: (229)244-5400 Email: tfolsom@langdalelaw.com About 1st Choice Compliance, Inc. 1st Choice Compliance, Inc. filed a Chapter 11 bankruptcy petition (Bankr. M.D. Ga. Case No. 16-10731) on June 17, 2016. Kenneth Revell, Esq, at Zalkin Revell, PLLC represents the Debtor as counsel. At the time of the filing, the Debtor disclosed $48,402 in assets and $1.31 million in liabilities. The petition was signed by Elizabeth Fleming, the Debtor's chief executive officer and president. ABENGOA BIOENERGY: Wants Plan Filing Deadline Moved to Dec. 6 ------------------------------------------------------------- Abengoa Bioenergy Biomass of Kansas, LLC, asks the U.S. Bankruptcy Court for the District of Kansas to extend the exclusivity periods within which to file and solicit acceptances of a plan of reorganization by 120 days, from Aug. 8, 2016, and Oct. 5, 2016, respectively, to Dec. 6, 2016, and Feb. 2, 2017, respectively. In addition to overseeing the Debtor in this Chapter 11 case, the Debtor's management is responsible for guiding dozens of the Debtor's affiliates through their Chapter 11 cases in the District of Delaware and in the Eastern District of Missouri, many of which are facing similar issues in their respective cases. At this point, the Debtor is keeping all options on the table, including seeking authority to sell its assets pursuant to Section 363 of the U.S. Bankruptcy Code, restructuring its operations, or implementing any combination thereof. As the Debtor seeks to streamline its business, it has started to review its executory contracts and may continue to seek to reject some and assume others. There is ongoing and stayed litigation stemming from the Debtor's past operations. Only after the marketing process has played out, and the Debtor finalizes its strategic vision, will it be able to formulate a plan of reorganization and provide its creditors and the Committee with adequate financial information such that creditors may cast an informed vote on such plan. The Debtor is not yet in a position to accurately evaluate the universe of claims against it, prepare a reorganization plan, determine an appropriate post-reorganization capital structure or prepare a disclosure statement containing adequate information. Accordingly, an extension of the Exclusivity Periods is warranted. The Debtor and its advisors have engaged in numerous meetings and discussions with the Committee's advisors as well as certain other constituencies. Discussions with the Committee and other interested parties in this Chapter 11 Case continue to be productive and amicable. The outcome of the marketing process and the amounts of resulting bids is a major contingency that will significantly impact the direction of these cases. Only after the marketing process comes to fruition, will the Debtor be in a position to pursue confirmation of a consensual plan of reorganization. The Debtor has been paying its undisputed postpetition debts as they come due and expects to continue to be able to do so. The Debtor's counsel can be reached at: ARMSTRONG TEASDALE LLP Christine L. Schlomann, Esq. Richard W. Engel, Jr., Esq. Erin M. Edelman, Esq. 2345 Grand Boulevard, Suite 1500 Kansas City, Missouri 64108 Tel: (816) 472-3153 Fax: (816) 221-0786 E-mail: cschlomann@armstrongteasdale.com rengel@armstrongteasdale.com eedelman@armstrongteasdale.com -- and -- Vincent P. Slusher, Esq. David E. Avraham, Esq. DLA Piper LLP (US) 1717 Main Street, Suite 4600 Dallas, Texas 75201-4629 Tel: (214) 743-4500 E-mail: vince.slusher@dlapiper.com david.avraham@dlapiper.com R. Craig Martin, Esq. Kaitlin M. Edelman, Esq. DLA Piper LLP (US) 1201 North Market Street, Suite 2100 Wilmington, Delaware 19801 Tel: (302) 468-5700 Fax: (302) 394-2341 E-mail: craig.martin@dlapiper.com kaitlin.edelman@dlapiper.com About Abengoa Bioenergy Abengoa Bioenergy is a collection of indirect subsidiaries of Abengoa S.A., 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. ACCESS GROUP: Fitch Affirms 'BBsf' Rating on Class II B Sub. Notes ------------------------------------------------------------------ Fitch Ratings has affirmed the ratings of the class II A-1 senior notes at 'Asf' and the class II B subordinate notes at 'BBsf' for the floating rate student loan asset-backed notes issued by Access Group Inc., Series 2001 Indenture of Trust (Group II). The Rating Outlook is revised to Stable from Negative for both classes. KEY RATING DRIVERS Collateral Quality: The trust is collateralized by approximately $63 million of private student loans as of May 2016. The loans were originated under Access Group's Private Student Loan Program. The projected remaining defaults are expected to range between 4%-7% of the current pool balance. A recovery rate of 25% was applied, which was based on data provided by the issuer. Credit Enhancement (CE): CE is provided by overcollateralization, excess spread, and for the senior notes, subordination provided by the class B notes. As of the May 2016 distribution, the senior and total parity ratios have increased to 115.17% and 105.41% from 113.14% and 103.55% a year ago, respectively. Any excess cash in the trust is applied as additional principal payment for the mandatory redemption of the outstanding notes. Adequate Liquidity Support: Liquidity support is provided by a $300,000 capitalized interest account. Servicing Capabilities: Day-to day servicing is provided by Xerox Education Services. Fitch believes their servicing operations are acceptable servicer of private student loans at this time. "Under the Counterparty Criteria for Structured Finance and Covered Bonds", dated July 18, 2016, Fitch looks to its own ratings in analyzing counterparty risk and assessing a counterparty's creditworthiness. The definition of permitted investments for this deal allows possibility of using investments not rated by Fitch, which represents a criteria variation. Since the only available funds to invest in are those held in the Collection Account, and the funds can only be invested for a short duration of three months given the payment frequency of the notes, Fitch doesn't believe such variation has a measurable impact upon the ratings assigned. RATING SENSITIVITIES As Fitch's base case default proxy is derived primarily from historical collateral performance, actual performance may differ from the expected performance, resulting in higher loss levels than the base case. This will result in a decline in CE and remaining loss coverage levels available to the bonds and may make certain bond ratings susceptible to potential negative rating actions, depending on the extent of the decline in coverage. Fitch will continue to monitor the performance of the trust. DUE DILIGENCE USAGE No third party due diligence was provided or reviewed in relation to this rating action. Fitch has affirmed these ratings: Access Group, Inc. 2001 Indenture of Trust: -- Class II A-1 at 'Asf'; Outlook revised to Stable from Negative; -- Class B at 'BBsf'; Outlook revised to Stable from Negative. ACE'S INDOOR: Wants to Use National Funding Cash Collateral ----------------------------------------------------------- Ace's Indoor Shooting Range & Pro Gun Shop, Inc., asks the U.S. Bankruptcy Court for the Southern District of Florida for authorization to use the cash collateral of National Funding, Inc. The Debtor contends that secured creditors TotalBank, the Debtor's primary lender, and National Funding, Inc., a judgment lien creditor, may assert an interest in the Debtor's cash. The Debtor further contends that it owes TotalBank approximately $128,000 and National Funding, approximately $77,385.78. The Court had previously authorized the Debtor to use TotalBank's cash collateral in accordance with a monthly budget and directed the Debtor to provide TotalBank with monthly adequate protection payments in the amount of $533. The Debtor contends that the value of its assets likely exceeds the amount of TotalBank's asserted first lien and that National Funding may be at least partially secured. The Debtor further contends that National Funding has consented to the Debtor's continued use of its cash collateral. The Debtor relates that National funding has agreed to the following adequate protection: (a) the Debtor may continue operations in accordance with the Budget subject to a 15% variance; (b) monthly interest-only payments to National Funding at the rate of 5%, or $322.44; and (c) continuing and post-petition replacement liens on, and security interests in, all property of the Debtor acquired or generated after the Petition Date as to which National Funding may have had liens and security interests prior to the Petition Date, in the same extent, validity, and priority as existed prior to the Petition Date. The Debtor's proposed monthly Budget provides for total operating expenses in the amount of $68,689. The Debtor tells the Court that any interruption in the use of cash and operations will result in immediate and substantial harm to its business and could jeopardize a successful restructuring. A full-text copy of the Motion, dated July 19, 2016, is available at https://is.gd/3nJDu3 The lenders can be reached at: Total Bank 9690 NW 41st Street Miami, FL 33178 E-mail: mjimenez@totalbank.com TotalBank & AISOA 2720 Coral Way Miami, FL 33145 National Funding, Inc. 9820 Town Centre Drive, Suite 200 San Diego, CA 92121 National Funding, Inc. is represented by: Neal Salisian, Esq. SALISIAN LEE LLP 550 South Hope Street, Suite 750 Los Angeles, CA 90071 Telephone: (213)622-9100 About Ace's Indoor Shooting Range & Pro Gun Shop, Inc. Ace's Indoor Shooting Range & Pro Gun Shop, Inc. filed a chapter 11 petition (Bankr. S.D. Fla. Case No. 16-15918) on April 25, 2016. The petition was signed by George de Pina, president. The Debtor is represented by Jacqueline Calderin, Esq., at Ehrenstein Charbonneau Calderin. The case is assigned to Judge Robert A. Mark. The Debtor estimated assets of $0 to $50,000 and debts of $1 million to $10 million at the time of the chapter 11 filing. ACTIVECARE INC: Files Form S-1 Prospectus with SEC -------------------------------------------------- ActiveCare, Inc., filed with the Securities and Exchange Commission a Form S-1 registration statement relating to the offering of ____ shares of the Company's common stock, $0.00001 par value per share, and warrants to purchase ______shares of the Company's common stock at a public offering price of $____ per share and $0.01 per warrant. The warrants are exercisable immediately, have an exercise price of $___ per share and expire five years from the date of issuance. The Company's common stock is presently quoted on the OTCQB under the symbol "ACAR". The Company intends to apply to have its common stock and warrants listed on The NASDAQ Capital Market under the symbols "ACAR" and "ACARW," respectively. No assurance can be given that its application will be approved. On July 18, 2016, the last reported sale price for the Company's common stock on the OTCQB was $0.0489 per share. There is no established public trading market for the warrants. No assurance can be given that a trading market will develop for the warrants. A full-text copy of the preliminary prospectus is available at: https://is.gd/dfj58j About ActiveCare South West Valley City, Utah-based ActiveCare, Inc., develops and markets products for monitoring the health of and providing assistance to mobile and homebound seniors and the chronically ill. ActiveCare is organized into three business. The Stains and Reagents segment is engaged in the business of manufacturing and marketing medical diagnostic stains, solutions and related equipment to hospitals and medical testing labs. The CareServices segment is engaged in the business of developing, distributing and marketing mobile health monitoring and concierge services to distributors and customers. The Chronic Illness Monitoring segment is primarily engaged in the monitoring of diabetic patients on a real time basis. ActiveCare reported a net loss of $12.8 million on $6.59 million of chronic illness monitoring revenues for the year ended Sept. 30, 2015, compared with a net loss of $16.4 million on $6.10 million of chronic illness monitoring revenues for the year ended Sept. 30, 2014. As of March 31, 2016, ActiveCare had $2.15 million in total assets, $25.6 million in total liabilities, and a stockholders' deficit of $23.5 million. Tanner LLC, in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2015, citing that the Company has recurring losses, negative cash flows from operating activities, negative working capital, negative total equity, and certain debt that is in default. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. ALLIANCE FOOD SERVICES: Taps Ferguson Hayes as Legal Counsel ------------------------------------------------------------ Alliance Food Services Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to hire Ferguson, Hayes, Hawkins and DeMay, PLLC. The firm will serve as the Debtor's legal counsel in connection with its Chapter 11 case. The services to be provided by Ferguson include conducting examination, assisting the Debtor in formulating a plan of reorganization, and examining public mortgage records. Brian Hayes, Esq., at Ferguson, disclosed in a court filing that the firm does not represent any interest adverse to the Debtor or its estate. The firm can be reached through: Brian P. Hayes, Esq. Ferguson, Hayes, Hawkins and DeMay, PLLC 45 Church Street South P.O. Box 444 Concord, North Carolina 28026-0444 Phone: (704) 788-3211 About Alliance Food Services Alliance Food Services Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M. D. N.C. Case No. 16-50713) on July 14, 2016. ALLY FINANCIAL: Announces $700M Stock Repurchase Program -------------------------------------------------------- The board of directors of Ally Financial Inc. declared a quarterly cash dividend of $0.08 per share of the company's common stock, payable on Aug. 15, 2016, to shareholders of record at the close of business on Aug. 1, 2016. Additionally, the board authorized a common stock repurchase program of up to $700 million beginning in the third quarter of 2016 and continuing through the second quarter of 2017. The quarterly cash dividend and common stock repurchase program were included in Ally's capital plan under the 2016 Comprehensive Capital Analysis and Review (CCAR), which received a non-objection from the Federal Reserve Board that was announced on June 29, 2016. Shares acquired under the common stock repurchase program will be used for general corporate purposes and may be available for resale, including in connection with the company's compensation and employee-benefit plans. The company may acquire shares from time to time 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. AMERICAN COMMERCE: Two Directors Quit from Board ------------------------------------------------ William Stamps and Harry Willner resigned from the board of directors of American Commerce Solutions, Inc., on June 30, 2016, as disclosed in a regulatory filing with the Securities and Exchange Commission. About American Commerce American Commerce Solutions, Inc., headquartered in Bartow, Florida, is primarily a holding company with one wholly owned subsidiary; International Machine and Welding, Inc., is engaged in the machining and fabrication of parts used in heavy industry, and parts sales and service for heavy construction equipment. American Commerce reported a net loss of $245,000 on $2.05 million of net sales for the year ended Feb. 29, 2016, compared to a net loss of $185,000 on $2.23 million of net sales for the year ended Feb. 28, 2015. As of Feb. 29, 2016, American Commerce had $4.75 million in total assets, $3.27 million in total liabilities, and $1.48 million in total stockholders' equity. Stevenson & Company CPAS LLC, in Tampa, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 29, 2016, citing that the Company has recurring losses resulting in an accumulated deficit and is in default on several notes payable. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AMW MACHINE: Files Corrected Motion for Exclusive Periods Extension ------------------------------------------------------------------- AMW Machine Control, Inc., filed with the U.S. Bankruptcy Court for the Western District of Michigan a corrected motion for the extension of the exclusive periods to file and obtain confirmation of a Chapter 11 plan until Dec. 15, 2016, and Jan. 30, 2017, respectively. As reported by the Troubled Company Reporter on July 20, 2016, the original 120-day exclusive period for Debtors to file a Chapter 11 plan will expire on Aug. 17, 2016, and the original 180-day exclusive time period for the Debtor to solicit votes on any plan will expire on Oct. 16, 2016. In the corrected motion, the Debtor says that the original 180-day exclusive period for Debtor to file a Chapter 11 plan will expire on Oct. 14, 2016. The cause, in part, for filing the Chapter 11 proceeding was the civil proceeding with Geologic Computer Systems, Inc. Prior to filing the Chapter 11 proceeding, there was a civil proceeding pending in the Eastern District, Geologic Computer Systems, Inc. v. John MacLean et al., Case No. 2:10-cv- 13569-AJT-RSW. The Debtor was a defendant. The Debtor needs additional time to evaluate and resolve issues surrounding Geologic's claim. The Debtor requires additional time to formulate and file a plan. Since the April 19, 2016 petition date, the Debtor has been seeking resolution of Geologic's claim. Bankruptcy proceedings have also been filed by three co-defendants in three different jurisdictions related to Geologic's claim. The other bankruptcy proceedings impact Debtor's potential plan. The Debtor intends shortly to file a motion to establish a claims bar date. Evaluating Geologic's claim is instrumental to proposing a feasible plan. The Debtor's counsel can be reached at: KELLER & ALMASSIAN, PLC, A. Todd Almassian, Esq. 230 East Fulton Grand Rapids, MI 49503 Tel: (616) 364-2100 E-mail: ecf@kalawgr.com AMW Machine Control, Inc., based in Saranac, Michigan, filed for Chapter 11 bankruptcy (Bankr. W.D. Mich. Case No. 16-02157) on April 19, 2016. Hon. John T. Gregg presides over the case. Todd A. Almassian, Esq., at Keller & Almassian, PLC, serves as the Debtor's counsel. In its petition, the Debtor estimated under $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Mark A. Williams, president. ANSWERS CORP: S&P Lowers CCR to 'CCC', Outlook Negative ------------------------------------------------------- S&P Global Ratings said it lowered its corporate credit rating on St. Louis, Mo.-based Answers Corp. to 'CCC' from 'CCC+'. The outlook is negative. At the same time, S&P lowered its issue-level ratings on the company's $40 million revolver due 2019 and $325 million first-lien term loan due 2021 to 'CCC' from 'CCC+'. The '3' recovery rating on this facility indicates S&P's expectation for meaningful (50% to 70%; at the lower end of the range) recovery in the event of a payment default. S&P also lowered its issue-level rating on the company's $180 million second-lien term loan due 2022 to 'CC' from 'CCC-'. The '6' recovery rating on this facility indicates S&P's expectation for negligible (0% to 10%) recovery in the event of default. "The downgrade reflects our expectation of worsening credit metrics through the end of 2016, primarily because of weakness in the company's promoted content business, Answers.com," said S&P Global Ratings credit analyst Kenneth Fleming. Answers Corp. operates in two business lines: Answer Cloud Services (ACS), which was built through a number of acquisitions over the past four years and offers content management and data analytic services for brands and online retailers; and Answers.com, which generates revenue through advertising. The negative outlook reflects continued declines in the Answers.com business, which will continue to pressure EBITDA and result in liquidity concerns such that the likelihood of default is increased over the coming year. S&P could lower the rating if continued deterioration in the business leads S&P to determine that a default within six months is inevitable or if the company defaults on its debt obligations. S&P could raise the rating if the company can improve its liquidity position through an additional equity investment, a meaningful improvement in operations and cash flow, or keeping the cushion on the springing revolver test above 10%. APTOS INC: Moody's Affirms B3 Corporate Family Rating ----------------------------------------------------- Moody's Investors Service affirmed Aptos, Inc.'s B3 corporate family rating and revised the ratings outlook to positive from stable. Moody's also assigned a B3 rating to the company's proposed first lien term loan. The proposed debt will be used to refinance existing debt and fund an acquisition. The positive outlook reflects Aptos's successful transition to a stand-alone company after being spun out of Epicor Software Corporation in June 2015 and the potential that leverage will trend below 5x and free cash flow to debt will trend to greater than 8% post-closing the acquisition. The company is acquisitive however and additional large debt financed acquisitions could delay deleveraging and an upgrade. RATINGS RATIONALE The B3 rating is driven by Aptos's small scale, high leverage and acquisition appetite. The ratings also consider the company's strong niche position as a provider of software to mid-market specialty retailers. Moody's estimates Aptos's leverage approximately 5.6x as of the twelve month period ending March 31, 2016 pro forma for the acquisition (and under 5x if full credit is given for certain one-time costs and expected cost synergies). The company's small scale is offset somewhat by the company's leading positions as a provider of retail solutions software including retail point of sale software and hardware solutions. It competes in these markets against larger players, Oracle Micros, Manhattan Associates, and JDA. Aptos's portfolio of solutions were further bolstered by the fiscal year 2015 acquisitions of Quantisense and Shopvisible, which provide order management, ecommerce and data analysis tools for specialty retailers. The ratings also reflect the risk of potential disruptions from headwinds in the retail industry. Given Aptos's small size and unusually high proportion of hardware and professional service revenues, upgrade leverage hurdles are tighter than other B3 rated enterprise software companies. The ratings could be upgraded if leverage is expected to remain consistently under 5.5x and free cash flow to debt greater than 7%. Ratings could be downgraded if leverage exceeds 7x or free cash flow to debt is negative. Liquidity is good based on a projected $17 million of cash on the balance sheet at the close of the transaction, access to a $15 million revolving credit facility (expected to be undrawn at closing) and expectations of positive free cash flow Affirmations: Issuer: Aptos, Inc. -- Corporate Family Rating, Affirmed B3 Assignments: Issuer: Aptos, Inc. -- Senior Secured Bank Credit Facility (Local Currency) Assigned B3, LGD4, 54% Outlook Actions: Issuer: Aptos, Inc. -- Outlook, Changed To Positive From Stable Upgrades: Issuer: Aptos, Inc. -- Probability of Default Rating, Upgraded to B3-PD from Caa1-PD Aptos, Inc. (formerly Retail Solutions Group, Inc. or Epicor RSG ) is a leading provider of retail software solutions including point of sale software for mid-market retailers. RSG is owned by private equity group Apax Partners. Prior to 2015, Aptos was a business unit of Epicor Software Corporation. ARCHDIOCESE OF ST. PAUL: Admits Wrongdoing in Abuse Coverup ----------------------------------------------------------- Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy, reported that criminal prosecutors in Minnesota won a rare admission of wrongdoing from the Archdiocese of St. Paul and Minneapolis, which conceded it protected a priest who was later convicted of sexually abusing children. "We failed," Archbishop Bernard Hebda said on July 20, the report related. "Those children, their parents, their family, their parish and others were harmed. We are sorry. I am sorry." According to the report, the admission is a victory for prosecutors and for clergy abuse victims who have long pressed for a mea culpa from the archdiocese. Acknowledgment of wrongdoing was absent when the archdiocese settled related civil charges last year, the report related. "Today that missing piece has been provided by the archdiocese," Ramsey County Attorney John Choi told the Journal, calling the admission "a solemn moment for our community." The report said the deal announced on July 20 resolves criminal charges against the archdiocese alleging it failed to take actions to safeguard children well after U.S. bishops instituted a new, strict abuse policy in 2002. As part of the deal, the archdiocese acknowledged that it failed to adequately respond to and prevent the abuse of three children, and that it put its own interests and the interests of an abusive priest, Curtis Wehmeyer, ahead of the safety of those children, the report related. Mr. Wehmeyer was arrested in 2012 and charged with multiple felonies, the report said. He pleaded guilty and was given a 60-month prison sentence for three felony counts of criminal sexual conduct with a minor and 17 felony counts of possession of child pornography, the report added. About the Archdiocese of Saint Paul and Minneapolis The Archdiocese of Saint Paul and Minneapolis was originally established by the Vatican in 1850 and serves a geographical area consisting of 12 greater Twin Cities metro-area counties in Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chicago, Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright counties. There are 187 parishes and approximately 825,000 Catholic individuals in the region. These individuals and parishes are served by 3999 priests and 173 deacons. The Archdiocese of St. Paul and Minneapolis filed for Chapter 11 protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan. 16, 2015, saying it has large and growing liabilities related to child sexual abuse and that its pension obligations are underfunded. The Debtor disclosed $45,203,010 in assets and $15,890,460 in liabilities as of the Chapter 11 filing. The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11 counsel; BGA Management LLC d/b/a Alliance Management as financial advisor; Lindquist & Vennum LLP as attorney. Eleven other dioceses have commenced Chapter 11 bankruptcy cases in the United States to settle claims from current and former parishioners who say they were sexually molested by priests. The U.S. Trustee appointed five creditors to serve on the Committee of Parish Creditors. Ginny Dwyer was appointed as the acting chairperson of the committee until such time as the members can meet and officially elect their own person. ARMADA WATER: U.S. Trustee Unable to Appoint Creditor's Committee ----------------------------------------------------------------- Judy A. Robbins, the U.S. Trustee for the Southern District of Texas, tells the Court that she was unable to appoint a creditor's committee in the Chapter 11 case of Armada Water Assets, Inc. and its affiliates due to insufficient number of unsecured creditors appeared at the first meeting of creditors to form a creditors' committee. The U.S. Trustee has attempted to solicit creditors interested in serving on a creditors' committee from the list of creditors holding the twenty largest unsecured claims. After excluding governmental units, secured creditors and insiders, the U.S. Trustee has been unable to solicit sufficient interest to form a creditors' committee. About Armada Water Assets Armada Water Assets, Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 16-60056) on May 23, 2016. The petition was signed by Tom Breen, chief restructuring officer. The cases are pending joint administration before Judge David R. Jones under proposed Lead Case No. 16-60056. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. BELDEN INC: Moody's Affirms Ba2 Corporate Family Rating ------------------------------------------------------- Moody's Investors Service changed Belden Inc.'s ratings outlook to stable from negative and affirmed the company's Ba2 corporate family rating. Moody's also affirmed the company's Ba2-PD probability of default rating, Baa3 senior secured bank credit facility rating, Ba3 senior subordinated ratings and upgraded the speculative grade liquidity rating to SGL-1 from SGL-2. The outlook change to stable reflects the steadying performance of some of the company's key end-markets (broadcasting and enterprise, in particular) and the expectations of improved profitability and cash flow over the next 12 to 18 months, resulting from recently completed cost reduction activities. The stable outlook also reflects the company's plans to issue preferred stock. The proceeds of the issuance are expected to be used for general corporate purposes, including potential acquisitions or capital expenditures. This issuance is credit enhancing as the additional capital will improve liquidity in the short term and may be used to purchase productive assets. RATINGS RATIONALE Moody's said, "The Ba2 CFR reflects Belden's leading positions within segments of the enterprise, broadcast, industrial cabling, connectivity and networking product markets, which can produce solid operating margins and good free cash flow. The ratings are tempered by Belden's high leverage and acquisition appetite. Debt to EBITDA (over 4.5x based on LTM July 3, 2016 results) is high compared to other Ba rated manufacturing peers of similar size. Though Belden's pursuit of growth through business acquisitions has contributed to increased leverage over time, it has also resulted in more diversified sources of revenue as compared to the original cabling business and expanded its number of higher margin businesses lines, as well as substantially increasing its scale. Belden is cyclical however and the impact on revenues, EBITDA and leverage can be magnified during economic downturns. We expect that management will trim costs and curtail acquisition and share repurchase activity in the face of an economic downturn." The ratings could be upgraded if EBITDA improves such that leverage is sustained below 4x while maintaining very strong cash balances. The ratings could be downgraded if performance deteriorates from negative economic conditions or market share losses, or if leverage exceeds 4.75x (excluding certain one-time costs) on other than a temporary basis. The ratings could also be downgraded if the company pursues large debt-financed acquisitions that present integration challenges. Liquidity as reflected in the SGL-1 speculative grade liquidity rating is very good based on the expectation of cash balances in excess of $600 million (pro forma for the issuance of mandatorily convertible preferred equity), access to a $400 million revolving credit facility (undrawn as of July 3, 2016) and expectations of continued strong free cash flow. Outlook Actions: -- Issuer: Belden Inc. -- Outlook, Changed to Stable From Negative Affirmations: -- Issuer: Belden Inc. -- Corporate Family Rating, Affirmed Ba2 -- Probability of Default Rating, Affirmed Ba2-PD -- Senior Subordinated Regular Bond/Debentures, Affirmed Ba3 (LGD4) -- Senior Secured Bank Credit Facility, Affirmed Baa3 (LGD2) Upgrades: -- Issuer: Belden Inc. -- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Belden Inc. is a leading designer and manufacturer of connectivity and signal transmission products for the global network communication and specialty electronic marketplaces. Belden generated revenues of $2.3 billion in the last twelve months ended July 3, 2016. The company is headquartered in St. Louis, Missouri. BELDEN INC: S&P Revises Outlook to Stable & Affirms 'BB' CCR ------------------------------------------------------------ S&P Global Ratings revised the outlook to stable from negative and affirmed its 'BB' corporate credit rating on St. Louis-based Belden Inc. At the same time, S&P assigned a 'B' issue-level rating to the company's proposed $450 million preferred equity, mandatorily convertible in 2019. S&P did not assign a recovery rating. "The outlook revision reflects our view that leverage is likely to fall below 4x over the next 12 months, due to cost reductions, management's commitment to achieve net leverage of 3x or lower in 2016, and its proposed convertible preferred equity issuance," said S&P Global Ratings credit analyst Christian Frank. BLACK CANYON: US Trustee Unable to Appoint Creditors' Committee --------------------------------------------------------------- The U.S. Trustee informs the U.S. Bankruptcy Court for the Western District of Washington that a committee of unsecured creditors has not been appointed in the Chapter 11 case of Black Canyon Acquisitions, LLC, due to insufficient response to the U.S. Trustee communication/contact for service on the committee. Black Canyon Acquisitions, LLC, filed for Chapter 11 bankruptcy protection (Bankr. W.D. Wash. Case No. 16-42228) on May 24, 2016. Patrick H Brick, Esq., at Pike Tower Building serves as the Debtor's bankruptcy counsel. BRAHMIN MERCHANDISING: No Creditors' Committee Appointed -------------------------------------------------------- The U.S. Trustee informs the U.S. Bankruptcy Court for the Middle District of Tennessee that a committee of unsecured creditors has not been appointed in the Chapter 11 case of Brahmin Merchandising, Inc., due to insufficient response to the U.S. Trustee communication/contact for service on the committee. Brahmin Merchandising, Inc., filed for Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 16-03746) on May 24, 2016. Steven L. Lefkovitz, Esq., at the Law Offices Lefkovitz & Lefkovitz serves as as the Ddebtor's bankruptcy counsel. BRANDON DORTCH: Exclusive Plan Filing Deadline Moved to Sept. 20 ---------------------------------------------------------------- The Hon. Henry A. Callaway of the U.S. Bankruptcy Court for the Southern District of Alabama has extended, at the behest of Brandon Dortch Farms, LLC, the exclusive period to file a plan of reorganization to Sept. 20, 2016. As reported by the Troubled Company Reporter on June 14, 2016, the Debtor needs additional time to project and evaluate its financial situation, negotiate with its creditor classes, and formulate a plan of reorganization. An extension of the exclusivity period will allow the time necessary to conduct this analysis and formulate a plan. Headquartered in Bay Minette, Alabama, Brandon Dortch Farms, LLC, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ala. Case No. 15-03885) on Nov. 25, 2015, listing $4.55 million in total assets and $8.23 million in total liabilities. The petition was signed by Timothy Brandon Dortch, managing member. Judge Henry A. Callaway presides over the case. Lawrence B. Voit, Esq., at Silver, Voit & Thompson P.C. serves as the Debtor's bankruptcy counsel. C&J ENERGY: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- CJ Holding Co. 16-33590 3990 Rogerdale Road Houston, TX 77042 Blue Ribbon Technology Inc. 16-33591 C&J Corporate Services (Bermuda) Ltd. 16-33593 C&J Energy Services Ltd. 16-33595 C&J Energy Services, Inc. 16-33596 C&J Energy Production Services-Canada Ltd. 16-33597 C&J Spec-Rent Services, Inc. 16-33598 C&J VLC, LLC 16-33599 C&J Wells Services Inc. 16-33601 ESP Completion Technologies LLC 16-33602 KVS Transportation, Inc. 16-33603 Mobile Data Technologies Ltd. 16-33604 Tellus Oilfield Inc. 16-33605 Tiger Cased Hole Services Inc. 16-33606 Total E&S, Inc. 16-33607 Type of Business: C&J Energy Services Ltd. provides completion and production services in North America. The company provides a range of well construction, well completions, well support and other complementary oilfield services to oil and gas exploration and production companies primarily in North America. Chapter 11 Petition Date: July 20, 2016 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. David R Jones Debtors' Counsel: Stephen Thomas Schwarzbach Jr., Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 600 Travis Street, Suite 3300 Houston, Texas 77002 Tel: (713) 835-3600 Fax: (713) 835-3601 Email: steve.schwarzbach@kirkland.com - and - James H.M. Sprayregen, P.C. Marc Kieselstein, P.C. Chad J. Husnick, Esq. Emily E. Geier, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 E-mail: james.sprayregen@kirkland.com marc.kieselstein@kirkland.com chad.husnick@kirkland.com emily.geier@kirkland.com - and - Bernard Given, Esq. Lance Jurich, Esq. LOEB & LOEB LLP 10100 Santa Monica Boulevard Suite 2200 Los Angeles, California 90067 Tel: (310) 282-2000 Fax: (310) 282-2200 E-mail: bgiven@loeb.com ljurich@loeb.com Debtors' Special Corporate and Tax Counsel: FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP Debtors' Financial Advisor: EVERCORE Debtors' Restructuring Advisor: ALIXPARTNERS Information Officer for Canadian Proceedings: ERNST & YOUNG INC. Debtors' Claims, Noticing and Balloting Agent: DONLIN, RECANO & COMPANY, INC. Re: CJ Holding Co., et al. P.O. Box 199040 Blythebourne Station Brooklyn, NY 11219 Toll Free: (866) 296-8019 Fax: (212) 481-1416 E-mail: cjenergyinfo@donlinrecano.com Estimated Assets: $500 million to $1 billion Estimated Debts: $1 billion to $10 billion The petition was signed by Danielle Hunter, general counsel. List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Capgemini Consulting $2,678,304 400 Broadacres Drive, Suite 410 Services Bloomfield, NJ 07003 Tel: 1 (973) 337-2700 Fax: 1 (973) 337-2701E Email: HTTPS://www.capgemini.com Unimin Corporation Trade Vendor $1,585,042 258 Elm Street New Cannan, CT 06740 Tel: 1 (203) 966-8880 Fax: 1 (203) 966-3453 Email: Alamm@unimin.com Gardner Denver, Inc. Trade Vendor $1,229,057 222 E Erie St. Ste 500 Milwaukee, WI 53202 Tel: 1(414) 212-4700 Fax: (414) 212-4725 Email: HTTP://www.gardnerdenver.com SAP America Inc. Consulting $1,173,003 3999 West Chester Pike Services Newtown Square, PA 19073 Tel: (610) 661-1000 Fax: (610) 661-4016 Email: mary.hanns@sap.com Cesi Chemical A Flotek Company Trade Vendor $994,005 1004 Plainsman Rd. Marlow, OK 73055 Tel: 1 (580) 658-6608 Fax: 1 (580) 658-3223 Email: cesi_orders@flotekind.com GEO Dynamics, Inc. Trade Vendor $626,960 10400 West Interstate 20 Millsap, TX 76066 Tel: 1 (817) 341-5328 Fax: 1 (817) 210-6000 Email: joahnna.low@perf.com Global Tubing, LLC Trade Vendor $606,129 501 County Road 493 Dayton, TX 77535-2139 Tel: 1 (713) 265-5000 Fax: 1 (713) 265-5099 Email: HTTP://www.global-tubing.com Success Factors Inc. Consulting $591,718 1 Tower Place, Suite 1100 Services South San Francisco, CA 94080 Tel: 1(800) 845-0395 Fax: 1(650) 645-2099 Email: HTTP://www.successfactors.com Dial Lubricants Inc. Trade Vendor $536,952 1839 Ryan Rd Dallas, TX 75220 Tel: 1(972) 501-0266 Fax: 1(972) 501-0265 Email: lizet@diallubricants.com McGriff, Seibels, & Williams, Insurance $533,759 Inc. Broker 2211 7th Avenue South Birmingham, AL 35233 Tel: 1(205) 252-9871 Fax: 1(205) 581-9293 Email: RDrew@mcgriff.com FMC Technologies Trade Vendor $528,481 2825 West Washington Stephenville, TX 76401 Tel: 1(800) 772-8582 Fax: 1(254) 968-5709 Email: InvestorRelations@fmcti.com Owen Oil Tools Inc. Trade Vendor $485,972 8900 Forum Way Forth Worth, TX 76140 Tel: 1(817)551-0540 Fax: 1(817)551-0795 Email: www.corelab.com Howard Supply Company Trade Vendor $478,723 13958 W Front St. Williston, ND 58801 Tel: 1(701) 774-8361 Fax: 1(701) 774-0101 Email: Mhughes@howard-supply.com Specialty Welding & Machine Trade Vendor $443,032 2225 W. Alcock Pampa, TX 79065 Tel: 1(877) 665-8747 Fax: 1(806) 665-0358 Email: HTTP://www.swmtx.com National Oilwell Varco LP Trade Vendor $405,764 16211 Air Center Blvd Houston, TX 77032 Tel: 1(281) 209-8558 Email: www.nov.com Native Oilfield Services LLC Trade Vendor $365,092 Darcy Street Ft. Worth, TX 76185 Tel: 1(817) 783-3636 Fax: 1(817) 783-3890 Email: Sduran@nativeoilfield.com SNF Inc. Trade Vendor $314,600 1 Chemical Plant Road Ricebro, GA 31323 Tel: (912) 880-8071 Fax: (912) 850-8034 Email: marketing@snfhc.com Dustin Moore and Dirk Hien, Litigation $310,000 individually and on behalf of all others similarly situated v. C&J Energy Services, Inc. and C&J Spec- Rent Services, Inc. Michael A. Josephson Fibich Leebron Copeland Briggs & Josephson 1150 Bissonnet Houston, Texas 77005 Tel: (713) 751-0025 and Rex J. Burch Bruckner Burch, PLLC 8 Greenway Plaza, Suite 1500 Houston, Texas 77046 (713) 877-8788 Tel: 1 (713) 751-0025 and 1 (713) 877-8788 Aquaserv, Inc. Trade Vendor $292,048 61 Keel Avenue Memphis, TN 38107 Tel: 1(901) 359-5606 Email: HTTP://www.aquaserinc.com Gulf Coast Repair and Machine Trade Vendor $272,506 Shop, Inc. 6802 Leopard Street Corpus Christi, TX 78409 Tel: 1(361) 289-1273 Fax: 1(361) 289-0989 Email: GCM@gulfcoastrepair.com TBC-Brinadd LLC Trade Vendor $261,502 4800 San Felipe St. Houston, TX 77056-3908 Tel: 1(713) 775-4516 Email: tbc-brinadd.com Lafarge Trade Vendor $261,060 1601 Charities Valley Lane Pittsburgh, PA 15205 Tel: (724) 277-0112 Fax: (724) 277-0112 Email: http://www.lafarge-na.com National Oilwell Varco LP Trade Vendor $251,003 4554 Kennedy Commerce Drive Houston, TX 77032 Tel: 1(562) 424-0751 Fax: (713) 375-3994 Email: Dianna.batiste.nov.com Hunting Titan, Inc. Trade Vendor $250,127 11785 Hwy 152 Pampa, TX 79065 Tel: 1(806) 665-3781 Fax: (806) 665-8882 Email: Doug.cates@hunting-intl.com ADP, Inc. Payroll $236,819 Email: Services http://www.adp.com/solutions.aspx Brady Trucking Inc. Trade Vendor $228,543 Email: lwhite@bradytruckinginc.com C.W. Industries Inc. Trade Vendor $208,258 Email: www.cwindustries.us French Ellison Truck Center LLC Trade Vendor $206,681 Email: HTTPS://www.csmtruck.com/ companies/french-ellison- truck-center/ 1st Choice Energy Services Utility Vendor $206,608 Email: rklemm@agland.coop Stewart & Stevenson Trade Vendor Unliquidated Manufacturing Technologies LLC Email: m.hengst@sss.com C&J ENERGY: Expects Bankruptcy Exit in 130 to 180 Days ------------------------------------------------------ C&J Energy Services Ltd. on July 20, 2016, disclosed that it has commenced cases for a voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division. The reorganization cases contemplate implementing the previously announced Restructuring Support Agreement (as amended, the "RSA") that C&J executed with its lenders, which provides for the elimination of approximately $1.4 billion in debt from the Company's balance sheet, substantially deleveraging C&J's capital structure and strongly positioning the Company for long-term success. Additionally, the RSA contemplates that, subject to the satisfaction of certain conditions, the Company will issue one series of seven-year warrants to existing common stockholders, based on their pro rata share, exercisable for up to an aggregate of 6% of new common stock at a strike price of $1.55 billion. Currently, lenders that beneficially own or manage greater than 83% of the aggregate principal amount of debt outstanding under the Company's credit facilities are parties to the RSA. The Company currently estimates that it will emerge from the Chapter 11 reorganization within approximately 130 to 180 days, and fully expects operations to continue as normal throughout the court-supervised financial restructuring process. President, Chief Executive Officer and Chief Operating Officer Don Gawick commented, "[Wednes]day's Chapter 11 filings represent a significant milestone in our financial restructuring process to significantly strengthen our financial condition by reducing debt, enhancing liquidity and best positioning our Company to proactively respond as the market begins to recover. After thoroughly evaluating our options and strategic alternatives with our advisors and Board of Directors, we are confident that this is the best path forward for C&J and all our stakeholders. During the reorganization proceeding, all of our day-to-day operations will continue in the normal course, and we will maintain ample liquidity and resources to support our business and continue providing safe, reliable and efficient services to all of our customers. We appreciate the continued, strong support demonstrated by our lenders, which will hopefully enable us to move quickly and smoothly the restructuring process. "On behalf of C&J's Board of Directors and executive management team, I want to thank our employees for their continued hard work and dedication, and note that we look forward to working with our customers and vendors as we move through this process and build a strong foundation for C&J to emerge as a stronger partner." About C&J Energy Services C&J Energy Services -- http://www.cjenergy.com/-- is a provider of well construction, well completions, well support and other complementary oilfield services to oil and gas exploration and production companies. As one of the largest completion and production services companies in North America, C&J offers a full, vertically integrated suite of services involved in the entire life cycle of the well, including directional drilling, cementing, hydraulic fracturing, cased-hole wireline, coiled tubing, rig services, fluids management services and other special well site services. C&J operates in most of the major oil and natural gas producing regions of the continental United States and Western Canada. * * * The Troubled Company Reporter, on July 5, 2016, reported that, 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. C&J ENERGY: Files for Ch. 11 With $1.4B Debt-to-Equity Deal ----------------------------------------------------------- Weeks after reaching a deal with holders of approximately 83 percent of the nearly $1.4 billion in funded debt, C&J Energy Services Ltd. and 14 of its subsidiaries each filed a voluntary petition under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas. As previously disclosed, the Debtors entered into a restructuring support agreement with their lenders which contemplates a total deleveraging of C&J's balance sheet by converting $1.4 billion debt into equity in the reorganized Debtors. The RSA provides substantial post-emergence liquidity in the form of a $200 million rights offering, backstopped by certain of the Lenders. Subject to the Court's approval, certain of the Lenders also agreed to provide a $100 million debtor-in-possession credit facility to fund the administration of the Chapter 11 cases. Commenting on the Debtors' financial difficulties, C&J Energy Chief Financial Officer Mark Cashiola said that "Over the course of the past nearly two years, the domestic oil and gas industry -- in particular the exploration and production space -- has been devastated by a severe, prolonged downturn in commodities prices. C&J has felt the weight of the market decline just like upstream E&P companies." In 2015, C&J Energy posted a net loss of $873 million following net income of $68.8 million in 2014. For the three months ended March 31, 2016, C&J Energy incurred a net loss of $428 million. As market conditions hit rock bottom in early 2016, C&J failed to maintain compliance with certain financial covenants under its debt agreements. Mr. Cashiola said that during the first quarter of 2015, C&J began to scale back operations by idling, or "stacking," unproductive equipment, reducing headcount, implementing strict cost-control measures, and negotiating price reductions with certain of its suppliers. However, these measures did not prove sufficient to resolve C&J's financial issues. C&J engaged its key stakeholders -- including a steering committee of Lenders -- regarding comprehensive restructuring alternatives that would strengthen C&J's balance sheet and provide near-term liquidity support. With the support of the Steering Committee, C&J was ultimately able to secure several months' worth of forbearance from the Lenders -- time it used to engage both existing stakeholders and third parties regarding restructuring alternatives. These negotiations culminated with the signing of the RSA on July 8, 2016. The supporting Lenders' commitments to equitize their claims of nearly $1.4 billion under the Credit Agreement and facilitate the Debtors' emergence by backstopping the lifeblood Rights Offering are contingent on the Debtors' executing their restructuring in accordance with certain milestones defined in the RSA. Under the Milestones, the Debtors must confirm a Chapter 11 plan of reorganization with 130 days after the Petition Date and emerge from bankruptcy within 21 days thereafter. "The RSA is a significant achievement for the Debtors in the face of extremely challenging operating conditions over the past eighteen months. Further, in spite of these prevailing market conditions, C&J maintains an attractive asset and customer base, an established reputation for the highest level of customer service and operational performance, and an operating footprint that encompasses nearly all of the continental United States' most significant and prolific resource plays, including the Eagle Ford shale in South Texas and the Permian Basin in West Texas. In light of these core strengths, the Debtors are confident that they can implement the RSA's balance sheet restructuring to ensure C&J's long-term viability," said Mr. Cashiola. Commenting on the bankruptcy filing, President, Chief Executive Officer and Chief Operating Officer Don Gawick said, "Today's Chapter 11 filings represent a significant milestone in our financial restructuring process to significantly strengthen our financial condition by reducing debt, enhancing liquidity and best positioning our Company to proactively respond as the market begins to recover. After thoroughly evaluating our options and strategic alternatives with our advisors and Board of Directors, we are confident that this is the best path forward for C&J and all our stakeholders. During the reorganization proceeding, all of our day-to-day operations will continue in the normal course, and we will maintain ample liquidity and resources to support our business and continue providing safe, reliable and efficient services to all of our customers. We appreciate the continued, strong support demonstrated by our lenders, which will hopefully enable us to move quickly and smoothly the restructuring process. "On behalf of C&J's Board of Directors and executive management team, I want to thank our employees for their continued hard work and dedication, and note that we look forward to working with our customers and vendors as we move through this process and build a strong foundation for C&J to emerge as a stronger partner." Restructuring Support Agreement Generally, the RSA contemplates a Chapter 11 plan that will provide the following recoveries to holders of claims against and interests in the Debtors: * payment in full of all administrative and priority claims in cash at emergence; * payment in full of all claims arising under the Proposed DIP Financing in cash at emergence; * holders of certain Mineral Contractor claims, arising under chapter 56 of the Texas Property Code, or any similar federal, state, or local law, will receive a full recovery, to be paid in cash, or otherwise provided such treatment as to render their claims unimpaired; * each holder of claims arising under the Credit Agreement will receive its pro rata share of (a) 100% of the Debtors' post- emergence common equity (subject to dilution) and (b) if such holder is an "Accredited Investor" (as defined under U.S. securities laws) subscription rights to participate in the Right Offering; * treatment of general unsecured claims remains to be determined and will be set forth in the Debtors Chapter 11 plan, when filed; and * to the extent holders of C&J Energy common equity interests vote as a class to accept the Chapter 11 plan contemplated by the RSA, each such holder will receive its pro rata share of certain new seven-year warrants convertible into up to 6 percent of C&J Energy's post-emergence common stock at a strike price of $1.55 billion. Bermudian and Canadian Proceedings Subsidiaries of the Debtors in Bermuda and Canada have already or will soon commence foreign insolvency proceedings so that C&J may effectuate an enterprise-wide restructuring and otherwise protect its foreign assets and operations. Specifically, contemporaneously with the Debtors' commencing these Chapter 11 cases, the Bermudian Debtors will commence "provisional liquidation" proceedings pursuant to sections 161 and 170 of the Bermuda Companies Act 1981 by presenting "winding up" petitions to the Bermudian Court. Upon the application of the Bermudian Debtors, the Bermudian Court will appoint a "provisional liquidator." The provisional liquidator acts as an officer of the Bermudian Court to oversee the reorganization of the Bermudian Debtors. The Bermudian Debtors will seek appointment of a provisional liquidator with "limited" powers, such that C&J's management team and the Board will remain in control of C&J's day-to-day operations and these Chapter 11 cases. After the Bermudian Court appoints a provisional liquidator, a statutory stay of proceedings in Bermuda against the Bermudian Debtors or their assets will automatically arise. On the "return date" for the Bermudian petitions -- similar to a "second day" hearing in a Chapter 11 proceeding -- the Bermudian Debtors will seek to postpone their petitions sine die, while the Debtors administer these Chapter 11 cases. Similarly, in light of C&J's substantial Canadian assets and operations, each of the Canadian Debtors will commence proceedings under the Companies' Creditors Arrangement Act in Canada. The Canadian Debtors will request that the Canadian Court treat the Chapter 11 cases of the Canadian Debtors as "foreign main proceedings" under the applicable provisions of the CCAA -- similar to the Chapter 15 process under the Bankruptcy Code. To commence the Canadian Proceedings, Canadian Debtor C&J Energy Production Services-Canada Ltd. filed a motion with the Court contemporaneously herewith requesting authority to act as the Canadian Debtors' "foreign representative," as required under the CCAA. C&J Canada will file a similar corresponding motion in the Canadian Proceedings shortly after the hearing on the First Day Motions. As with the Bermudian Proceedings, the Canadian Proceedings will be ancillary in nature to these Chapter 11 cases, which will be the focus of the Debtors' restructuring efforts. First Day Motions Contemporaneously with the petitions, the Debtors filed a number of first day motions seeking authority to, among other things, obtain post-petition financing, use cash collateral, continue using their existing cash management system, pay employee obligations, pay critical vendor claims, and prohibit utility providers from discontinuing services. A copy of the declaration in support of the First Day Motions is available for free at: http://bankrupt.com/misc/20_C&JENERGY_declaration.pdf About C&J Energy C&J Energy Services is a leading provider of well construction, well completions, well support and other complementary oilfield services to oil and gas exploration and production companies. As one of the largest completion and production services companies in North America, C&J offers a full, vertically integrated suite of services involved in the entire life cycle of the well, including directional drilling, cementing, hydraulic fracturing, cased-hole wireline, coiled tubing, rig services, fluids management services and other special well site services. C&J operates in most of the major oil and natural gas producing regions of the continental United States and Western Canada. For additional information about C&J, please visit http://www.cjenergy.com/- See more at: http://investors.cjenergy.com/2016-07-20-C-J-Energy-Services-Commences-Voluntary-Reorganization-Under-Chapter-11-Of-The-US-Bankruptcy-Code#sthash.G43t4XZz.dpuf The Debtors' cases are pending before Judge David R Jones (Bankr. S.D. Tex. Proposed Lead Case No. 16-33590). The law firms Loeb & Loeb LLP, Kirkland & Ellis LLP serve as the Debtors' counsel. Fried, Frank, Harris, Shriver & Jacobson LLP acts as special corporate and tax counsel of the Debtors. Investment bank Evercore is the Debtors' financial advisor and AlixPartners is the Debtors' restructuring advisor. Ernst & Young Inc. is the proposed information officer for the Canadian proceedings. Donlin, Recano & Company, Inc. serves as the claims, noticing and balloting agent. C.R. REED TRANSPORT: US Trustee Fails to Appoint Creditors' Panel ----------------------------------------------------------------- The U.S. Trustee informs the U.S. Bankruptcy Court for the Western District of Tennessee that a committee of unsecured creditors has not been appointed in the Chapter 11 case of C.R. Reed Transport, LLC, due to insufficient response to the U.S. Trustee communication/contact for service on the committee. C.R. Reed Transport, LLC, a trucking operation located in Dyer, Tennessee, sought protection under Chapter 11 of the Bankruptcy Code in the Western District of Tennessee (Jackson) (Case No. 16-11098) on June 1, 2016. The petition was signed by Charles Reed, president. The case is assigned to Judge Jimmy L. Croom. The Debtor estimated assets of $0 to $50,000 and debts of $1 million to $10 million. CANCER GENETICS: John Pappajoh Holds 1.89 Million Common Shares --------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, John Pappajohn disclosed that as of July 15, 2016, he beneficially held 1,892,109 shares of common stock of Cancer Genetics and his spouse, Mary Pappajohn, held 200,000 common shares. In addition, Mr. Pappajohn held warrants to purchase an aggregate of 668,392 Common Shares, options to purchase an aggregate of 125,000 Common Shares and 2,500 unvested restricted Common Shares. A full-text copy of the regulatory filing is available for free at https://is.gd/48PX3l About Cancer Genetics Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage diagnostics company focused on developing and commercializing proprietary genomic tests and services to improve and personalize the diagnosis, prognosis and response to treatment (theranosis) of cancer. Cancer Genetics reported a net loss of $20.2 million on $18.0 million of revenue for the year ended Dec. 31, 2015, compared to a net loss of $16.6 million on $10.2 million of revenue for the year ended Dec. 31, 2014. As of March 31, 2016, Cancer Genetics had $43.96 million in total assets, $15.7 million in total liabilities and $28.3 million in total stockholders' equity. CHESAPEAKE ENERGY: Sued by Shale Owners for Alleged Scheme ---------------------------------------------------------- Alex Nussbaum, writing for Bloomberg News, reported that Chesapeake Energy Corp., the company Aubrey McClendon built into a natural-gas giant, was sued along with his former partner by lease holders who say the pair conspired to rig bids for drilling rights during the shale boom. According to the report, the lawsuit against Chesapeake and Tom Ward comes four months after a federal grand jury indicted McClendon on March 1 for allegedly fixing shale lease auctions. McClendon died a day later, at age 56, when the SUV he was driving slammed into a bridge in Oklahoma City, where he lived and worked, the report said. The suit, brought by Chisholm Partners LLC and its investors, accuses Chesapeake and Ward of working together to artificially lower prices while McClendon led his company and Ward was chief executive officer at SandRidge Energy Inc., the report related. The plaintiffs are seeking at least $30 million in damages in the lawsuit filed July 13 in a federal court in Kansas City, Kansas, the report added. "Chesapeake along with the defendants and SandRidge, between them, illegally 'divided up' the geographic area covering the Anadarko Basin Region in Kansas, and other states, and agreed not to compete and drive up prices," the report said, citing the suit. The case is Pacific Oil and Gas LLC v. Chesapeake Energy Corp., 160-cv-02498, U.S. District Court, District of Kansas (Kansas City). * * * The Troubled Company Reporter, on June 28, 2016, reported that S&P Global Ratings raised the corporate credit rating on Oklahoma City-based exploration and production company Chesapeake Energy Corp. to 'CCC' from 'SD'. The outlook is negative. The issue-level and recovery ratings on the company's debt are unchanged. CLEAR CREEK RETIREMENT: Steven Bowerman Leaves Creditor's Panel --------------------------------------------------------------- Steven D. Bowerman of Mountain Mules Construction is no longer included in the official committee of unsecured creditors of Clear Creek Retirement Plan II LLC. As reported by the Troubled Company Reporter on March 11, 2016, Gail Brehm Geiger, acting U.S. trustee for Region 18, previously appointed seven creditors to serve on the official committee of unsecured creditors. The remaining six committee members are: (1) Tim Orr for SKL Funding, LLC 4010 E Tanager Lane, No. A Mead, WA 99021 Tel: (509) 462-2926 Fax: (509) 769-0303 E-mail: tim@jcapital.org (2) Barbara J. Morrett E-mail: Bmorrrett12@gmail.com (3) Robert L. Doremus for Sound Investments P.O. Box 2661 Gig Harbor, WA 98335 Tel: (253) 307-3725 Fax: (253) 858-2313 E-mail: bob@sound-investments.com (4) Grant Brooker for Bennett Truck Transport, LLC 1001 Industrial Parkway McDonough, GA 30253 Tel: (770) 914-2718 Fax: (678) 569-1265 E-mail: grant.brooker@bennettig.com (5) George Makari E-mail: gmakari@yahoo.com (6) Leonard Glaser for Glaser Family Limited Partnership 5414 NE 81st Avenue, Apt 313T Vancouver, WA 98862 Tel: (360) 896-0100 Fax: (360) 896-0828 E-mail: lglaser@ransier.com About Clear Creek Clear Creek Retirement Plan II LLC sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of Washington (Tacoma) (Bankr. W.D. Wash., Case No. 16-40547) on Feb. 12, 2016. The petition was signed by Rusty D. Fields, manager. The Debtor is represented by John R. Rizzardi, Esq., at Cairncross & Hempelmann, P.S. The case is assigned to Judge Brian D. Lynch. The Debtor disclosed total assets of $9.88 million and total debts of $8.56 million. COMMUNITY VISION: Wants to Use IRS Cash Collateral -------------------------------------------------- Community Vision Development Programs, LLC, asks the U.S. Bankruptcy Court for the District of Minnesota for authorization to use cash collateral. The Debtor relates that its pre-bankruptcy assets consist of cash and accounts receivable. It further relates that the Internal Revenue Service is the only creditor who claims an interest in the cash collateral. The IRS claims a lien on virtually all assets of the Debtor because of seven tax liens filed by the IRS with the Minnesota Secretary of State. The Debtor owes the IRS approximately $414,560.24. The Debtor contends that it will suffer irreversible and irreparable harm if it is not able to use cash collateral to pay critical expenses. The Debtor's Profit & Loss Forecast Overview for July through December 2016, projects total expenses in the amount of $225,175.12. The Debtor proposes to grant a replacement lien to the IRS. It says that it is not seeking to cross collateralize any pre-petition debt with post-petition collateral. A full-text copy of the Debtor's Motion, dated July 19, 2016, is available at https://is.gd/Q9EBwF Community Vision Development Programs, LLC is represented by: Steven B. Nosek, Esq. 2855 Anthony Lane South, Suite 201 St. Anthony, MN 55418 Telephone: (612)335-9171 Email: snosek@noseklawfirm.com The case is In re Community Vision Development Programs, LLC (Bankr. D. Minn. Case No. 16-42109). CONCORDIA: Moody's Says FDA OK of Generic Nilandron is Credit Neg. ------------------------------------------------------------------ Moody's Investors Service commented that the FDA approval of ANI Pharmaceuticals' (not rated) nilutamide tablets, a generic version of Nilandron, is credit negative for Concordia International Corp (B3 stable) as Concordia had the only FDA-approved version of the drug on the US market. No change to the company's B3 CFR rating or stable outlook. CUPEYVILLE SCHOOL: Court to Take Up Plan Outline on Sept. 27 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Puerto Rico is set to hold a hearing on September 27, at 9:00 a.m., to consider the disclosure statement detailing Cupeyville School Inc.'s Chapter 11 plan. Objections to the disclosure statement must be filed not less than 14 days prior to the hearing. Cupeyville School is represented by: Alexis Fuentes Hernandez, Esq. Fuentes Law Offices, LLC P.O. Box 9022726 San Juan, PR 00902-2726 Tel: (787) 722-5216 Fax: (787) 722-5206 Email: alex@fuentes-law.com About Cupeyville School Cupeyville School, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 15-09822) on December 12, 2015. The petition was signed by Ricardo Gonzalez, president. The case is assigned to Judge Mildred Caban Flores. At the time of the filing, the Debtor disclosed $7.01 million in assets and $7.25 million in liabilities. DATAPIPE INC: Moody's Affirms B3 Corporate Family Rating -------------------------------------------------------- Moody's Investors Service has affirmed Datapipe, Inc.'s ("Datapipe" or "the company") B3 corporate family rating (CFR) and B3-PD Probability of Default Rating (PDR) along with the B1 rating on its senior secured 1st lien credit facilities and the Caa2 rating on its 2nd lien term loan, following the company's announcement that it will raise an incremental $90 million of 1st lien term loan debt, $25 million of 2nd lien term loan debt, and $73 million of preferred equity. The proceeds are expected to be used for general corporate purposes. The outlook remains stable. Issuer: DataPipe, Inc. Affirmations: -- Probability of Default Rating, Affirmed B3-PD -- Corporate Family Rating, Affirmed B3 -- Senior Secured 1st Lien Term Loan due 2019, Affirmed B1 (LGD 3) -- Senior Secured 1st Lien Revolving Credit Facility due 2018, Affirmed B1 (LGD3) -- Senior Secured 2nd Lien Term Loan due 2019, Affirmed Caa2 (LGD5) Outlook Actions: -- Outlook, Remains Stable RATINGS RATIONALE Datapipe's B3 CFR reflects its small scale, high leverage and persistent negative free cash flow which is primarily the result of its high capital intensity and growth profile. These limiting factors are offset by Datapipe's stable base of contracted recurring revenues and established position within the high-growth, niche market segment of complex, auditable managed services and cloud offerings. Datapipe's market position, technical expertise, reputation and its ability to successfully integrate and realize synergies from recent strategic acquisitions are key factors in Datapipe's B3 rating and the stable outlook. In addition, the company's willingness to raise incremental cash equity to finance its growth offsets some of the M&A risk. Moody's expects leverage to fall meaningfully over the next two years due to strong EBITDA growth and acknowledges that the growing pains of margin pressure and sometimes-challenged liquidity are, at least partially, driven by discretionary investments. Moody's believes the company may be in a position to generate free cash flow by early 2018 if capital intensity lessens. Proforma for the debt offering, Moody's expects Datapipe's leverage to exceed the downgrade trigger for the B3 rating of 7x (Moody's adjusted) over the near term. However, Moody's expects leverage to fall below 7x in early 2017 as merger synergies from previously announced acquisitions are realized and EBITDA grows. Moody's expects that the cash proceeds from the recently announced debt offering will be used for EBITDA accretive purposes, such that the modest incremental debt will not worsen the company's pro forma leverage. Moody's expects Datapipe to have adequate liquidity over the next twelve months and expects the company to rely heavily upon its revolving credit facility going forward due to its negative free cash flow which is primarily driven by high capital intensity and investments for growth. At the end of Q1 2016, Datapipe had $9 million of cash and about $20 million outstanding on its $51.6 million revolver. Moody's expects free cash flow to remain negative for 2016 and 2017 driven by high capital intensity. Datapipe could generate free cash flow in early 2018 if capital intensity lessens. The existing credit facilities have two covenant tests: maximum total leverage and minimum interest coverage, and Moody's anticipates that Datapipe will maintain sufficient cushion under these covenants for the next 12 months. There are no debt maturities over the next year except for the mandatory annual 1% amortization of the 1st lien term loan each year. The stable outlook reflects Moody's view that Datapipe will continue to produce strong revenue and EBITDA growth, synergies from recent acquisitions will be fully realized, and leverage will meaningfully improve over the next two years. Moody's could consider a rating upgrade if leverage were to trend near 5x (Moody's adjusted) and if the company generates positive free cash flow on a sustainable basis. Sustained evidence of a more conservative financial policy would also support a rating upgrade. Downward rating pressure could develop if liquidity becomes strained or Moody's adjusted leverage stays above 7x for an extended period of time. Headquartered in Jersey City, NJ, Datapipe, Inc. is a provider of data center, managed hosting and cloud services. The company currently operates 22 data centers in the US and internationally. DATAPIPE INC: S&P Affirms 'B' CCR, Outlook Stable ------------------------------------------------- S&P Global Ratings said it affirmed its 'B' corporate credit rating on Jersey City, N.J.-based Datapipe Inc. The outlook is stable. At the same time, S&P affirmed its 'B' issue-level rating, with a recovery rating of '3', on the company's senior secured revolving credit facility and first-lien term loan. The '3' recovery rating indicates S&P's expectation of substantial (50%-70%; upper half of the range) recovery for lenders in the event of a payment default. In addition, S&P affirmed its 'CCC+' issue-level rating, with a recovery rating of '6', on the company's secured second-lien term loan. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%) recovery for lenders in the event of a payment default. "The stable outlook reflects our expectation that Datapipe's high leverage, expected to be in the low-8x area in 2016, will moderately decline to around 7x in 2017, benefiting from organic EBITDA growth and potential acquisitions," said S&P Global Ratings credit analyst Rose Askinazi. "The stable outlook also incorporates our expectation that liquidity will remain adequate over the next 12 months." S&P could lower the rating over the next 12 months if liquidity narrows without a credible path for improvement. Such a scenario would likely result from a degradation in operating performance, resulting from higher churn and pricing pressure due to intensifying competitive pressure in the cloud and managed services space from larger, better-capitalized peers, leading to ongoing negative FOCF and reduced availability under the revolving credit facility. S&P is willing to tolerate short-term spikes in leverage above 7x for meaningful acquisitions that strengthen the company's competitive position and scale as long as the company maintains adequate liquidity with interest coverage above 1.5x. Although unlikely over the next 12 months, S&P could raise the rating if operating performance exceeded its base-case assumptions, leading to a decline in adjusted leverage below 5x on a sustained basis. Given ownership considerations, an upgrade would also require a longer-term financial policy supportive of improved credit metrics. DAWN INC: Proposes Private Sale of Mamaroneck Property ------------------------------------------------------ Judge Robert D. Drain at the U.S. Bankruptcy Judge, at the U.S. Bankruptcy Court for the Southern District of New York, 300 Quarropas Street, White Plains, New York, on Aug. 19, 2016, at 10:00 a.m., will convene a hearing to consider Dawn, Inc., doing business as Cafe Mozart's motion to conduct a private sale of certain assets related to its restaurant business located at 308 Mamaroneck Avenue, Mamaroneck, New York, to Shams Alam or an entity to be designated by him. About Dawn, Inc. Dawn, Inc., is a restaurant located at 308 Mamaroneck Avenue, Mamaroneck, New York 10543. It serves breakfast, brunch, lunch and dinner, and also features classical and live music performances. Cafe Mozart was first opened in 1996. It purchased Cafe Mozart from the original owners in 2003. Dawn, Inc. -- dba Cafe Mozart -- sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 14-23347-RDD) on Sept. 22, 2014. Judge Robert D. Drain is assigned to the case. The Debtor filed for Chapter 11 for the purpose of restructuring and paying its obligations to New York State Department of Tax and Finance stemming from a sales tax audit in 2006/2007. The Debtor was assessed with approximately $142,175 in sales tax and $28,428 in income tax, which were overwhelming amounts for the Debtor to pay. Although the Debtor complied with a payment plan for many years, it struggled to remain current in its tax obligations. The Debtor has continued in possession of its business and management of its property pursuant to Sec. 1107 and 1108 of the Bankruptcy Code. No official creditors' committee, trustee or examiner has been appointed in this case. DIFFERENTIAL BRANDS: Completes Acquisition of SWIMS --------------------------------------------------- Differential Brands Group Inc. announced that it has completed the acquisition of SWIMS AS, a Scandinavian lifestyle brand best known for its range of fashion-forward, water-resistant footwear and sportswear that artfully balances performance, comfort and style. SWIMS distributes its full range of footwear, swimwear, outerwear, ready-to-wear and accessories worldwide through high-end department stores, independent specialty stores, and luxury resorts. The Company also sells product through its own website and through ten licensed SWIMS-branded stores. The transaction is expected to be immediately accretive for Differential Brands. The acquisition and related expenses were financed through a combination of Differential's common stock totaling approximately 700,000 shares, warrants to purchase an aggregate of 150,000 shares of Common Stock with an exercise price of $5.47 per share and $12.3 million in cash. Differential is also pleased to acquire such a high-quality brand at an attractive contribution multiple below 6.5 times. The Company obtained a $13.0 million bridge financing facility in order to facilitate the closing of the transaction. Michael Buckley, chief executive officer of Differential Brands, commented, "This marks the first acquisition for Differential Brands, and we are thrilled to be adding SWIMS, a sought-after lifestyle brand, to our portfolio. SWIMS' unique, global footprint in the water-resistant footwear and apparel category aligns well with our strategy to build a portfolio of complementary, premium brands that consumers are passionate about. We believe that SWIMS offers significant growth opportunity through increased brand awareness and continued expansion in both the U.S. and international markets. The transaction also adds a strong sales network around the world to build our existing Robert Graham and Hudson businesses." Alex Eskeland, president and co-founder of SWIMS, commented, "We are excited to partner with the Differential Brands team to capitalize on their expertise and infrastructure, as well as leverage their omni-channel distribution strategy to expand SWIMS’ presence, including in the U.S. We're also looking forward to helping diversify the geographic presence of Robert Graham and Hudson through our well-developed international network." About Differential Brands Differential Brands Group Inc., formerly Joe's Jeans Inc., is a platform that focuses on branded operating companies in the premium space. The Company's focus is on organically growing its brands through a global, omni-channel distribution strategy while continuing to seek opportunity to acquire accretive, complementary, premium brands. The Company's current brands are Hudson, a designer and marketer of women's and men's premium branded denim apparel, and Robert Graham, a sophisticated, eclectic style to the fashion market as an American-based company with an intention of inspiring a global movement. Joe's Jeans Inc. has completed the merger combining Hudson Jeans and Robert Graham. Additionally, the company has been renamed Differential Brands Group Inc. and will remain publicly listed on NASDAQ under the ticker DFBG. Differential Brands reported a net loss and comprehensive loss of $32.3 million on $80.2 million of net sales for the year ended Nov. 30, 2015, compared to a net loss and comprehensive loss of $27.7 million on $84.2 million of net sales for the year ended Nov. 30, 2014. As of March 31, 2016, Differential Brands had $168 million in total assets, $115 million in total liabilities and $52.7 million in total equity. EAST COAST FOODS: Cash Collateral Use Through July 31 Allowed ------------------------------------------------------------- Judge Sheri Bluebond of the U.S. Bankruptcy Court for the Central District of California authorized East Coast Foods, Inc., to use cash collateral on an interim basis, through July 31, 2016. Judge Bluebond authorized the Debtor to use $727,350 for necessary, reasonable and ordinary expenses actually incurred after the Petition Date. These expenses include cost of goods sold, rent, payroll, taxes and licenses, and maintenance. Judge Bluebond allowed the Debtor to pay insider compensation in the amount of $15,500, upon resolution of objections to its notice of setting insider compensation. She directed to Debtor to pay $9,500 per month as adequate protection to Wilshire Bank. A full-text copy of the Order, dated July 19, 2016, is available at https://is.gd/2oIKn7 About East Coast Foods, Inc. East Coast Foods, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-13852) on March 25, 2016. The petition was signed by Herbert Hudson, president. The Debtor is represented by Vakhe Khodzhayan, Esq., at KG Law, APC. The case is assigned to Judge Sheri Bluebond. The Debtor estimated assets of $0 to $50,000 and debts of $10 million to $50 million. EMERALD OIL: Wants Exclusive Plan Filing Deadline Moved to Dec. 19 ------------------------------------------------------------------ Emerald Oil, Inc, et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend the periods during which they have the exclusive right to (a) file a Chapter 11 plan by approximately 150 days, through and including Dec. 19, 2016; (b) solicit votes accepting or rejecting a plan by three months, through and including Feb. 15, 2017. Extending the exclusivity periods will afford the Debtors and their stakeholders time to negotiate and confirm a plan, finalize the transactions contemplated by the plan, and proceed toward liquidation or emergence in an efficient, organized fashion. Therefore, the Debtors request a brief extension of the exclusivity periods by 150 days to allow the Debtors to focus on continuing to advance the process and to preclude the costly disruption and instability that would occur if competing plans were to be proposed. Less than four months from the Petition Date, the Debtors have made substantial progress towards achieving their Chapter 11 goals, but significant works remains to be done. The Debtors therefore seek an extension of the Exclusivity Periods of approximately 150 days. Since filing for Chapter 11 relief, the Debtors have, among other things: a. stabilized operations through the approval of various crucial first day motions, including garnering authority to pay certain slippers and lienholders, honor wages and non-insider incentive programs in the ordinary course of business, continuing making payments to holders of royalty interests, and maintain their cash management system; b. negotiated and obtained final approval for the Debtors' $20 million debtor-in-possession financing facility; c. promptly completed their schedules of assets and liabilities and statements of financial affairs, which were filed on May 5, 2016; d. selected a stalking horse for the purchase of substantially all of the Debtors' assets and filed the Debtors' motion for entry of (i) an order (a) approving bidding procedures and bid protections in connection with the sale of substantially all of the Debtors' assets, (b) approving the form and manner of notice thereof (c) scheduling an auction and a sale hearing, (d) approving procedures for the assumption and assignment of contacts, and (e) granting related relief and (ii) an order (a) approving the asset purchase agreement between the Debtors and the purchases, and (b) authorizing the sale of substantially all of the Debtors' assets free and clear of liens, claims, encumbrances, and interests, (c) authorizing the assumption and assignment of contacts, and (d) granting related relief; e. commenced an adversary proceeding seeking a determination that certain of the Debtors' gathering agreements do not contain covenants or equitable servitudes (if any) that run with the land; and f. obtained entry of the claims bar date in these Chapter 11 cases to facilitate the timely administration of their claims pool, and have begun the process of reconciling claims and interests as promptly as possible. Throughout this process, the Debtors have worked closely with the Official Committee of Unsecured Creditors, their prepetition and postpetition secured lenders, and other significant parties in interest. But much remains to be done, and the exclusivity deadlines are quickly approaching, the Debtors say. The Debtors, with the help of their advisors, have made substantial progress in organizing and conducting a thorough sale process. However, recently, the previous holders of the Debtors' prepetition and postpetition secured debt facilities sold their debt holdings to certain third parties. Those parties are in the process of appointing anew agent and other representatives with respect to their interests and the Debtors' Chapter l1 cases. This substitution of the Debtors' fulcrum creditor and only lender represents an important development in these Chapter 11 cases, and the Debtors believe certain contingencies exist on account of this development alone that warrant an extension of the Exclusivity Periods. While the Debtors are pressing forward with the upcoming bidding procedures hearings, they and their advisors are working continuously with their stakeholders, including the Committee, to negotiate end outline the material terms and timeline of both a sale and a Chapter 11 plan. The Debtors' ability to continue moving their sale and plan process forward, as well as obtain consensus from key parties with respect to same, would be seriously disrupted if another party were permitted to file a plan. These Chapter 11 cases involve more than $350 million in prepetition funded debt obligations, a multitude of stakeholders, and a number of complex operational intricacies. The Debtors' businesses are also operating in a very uncertain environment. Due to the macroeconomic pressures from the historic decline in commodity prices, the markets in which the Debtors' businesses operate continue to evolve, making the Debtors' Chapter 11 negotiations even more complicated and challenging. There can be no question that the size and complexity of these Chapter ll cases (as exacerbated by the current commodities pricing environment) weigh in favor of extending the Exclusivity Periods. The Debtor's counsel can be reached at: Laura Davis Jones, Esq. Colin R. Robinson, Esq. Joseph M. Mulvihill, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware 19899-8705 (Courier 19801) Tel: (302) 652-41.00 Fax: (302) 652-4400 E-mail: ljones@pszjlaw.com crobinson@pszj.law.com jmulvihill@pszjlaw.com -- and -- James H.M. Sprayregen, P.C. Ryan Blaine Bennett, Esq. Tiavis M. Bayer, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 E-mail: james.sprayregen@kirlcland.com ryan.bennett@lcirldand.com travis.bayer@lcirlcland.com About Emerald Oil Emerald is a Denver-based independent exploration and production company that is focused on acquiring acreage and developing wells in the Williston Basin of North Dakota. Emerald Oil, Inc., Emerald DB, LLC, Emerald NWB, LLC, Emerald WB LLC and EOX Marketing, LLC filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10704 to 16-10708) on March 22, 2016. Ryan Smith signed the petitions as chief financial officer. The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, Intrepid Financial Partners, LLC as investment banker, Opportune LLP as restructuring advisor and Donlin Recano & Company, Inc., as claims and noticing agent. Judge Kevin Gross has been assigned the cases. Andrew Vara, acting U.S. trustee for Region 3, appointed seven creditors of Emerald Oil, Inc., to serve on the official committee of unsecured creditors. ESSAR STEEL: Inks $35-Mil. DIP Financing Pact with SPL Advisors --------------------------------------------------------------- Essar Steel Minnesota LLC and ESML Holdings Inc. ask the U.S. Bankruptcy Court for the District of Delaware for authorization to obtain debtor-in-possession financing from SPL Advisors LLC, through its affiliate Strategic Partners Holdings Limited. Under the DIP Facility, the DIP Lender will provide up to $35 million of multiple-draw term loans to Debtor Essar Steel Minnesota LLC, on the terms set forth in the Debtor-In-Possession Promissory Note. Debtor ESML Holdings Inc., will guaranty the Borrower’s obligations under the DIP Facility on the terms set forth in a guaranty which is acceptable to the DIP Lender. The Debtors require the use of the proceeds of the proposed DIP Facility in order to: (i) provide working capital and for other general corporate purposes of the Debtors; (ii) pay administration costs of the Chapter 11 Cases and claims or amounts authorized by order of the Court; and (iii) pay reasonable costs and expenses of the DIP Lender to the extent provided under the DIP Documents. The DIP Facility contains, among others, the following material terms: (a) DIP Availability: $35,000,000, of which $7,000,000 will be made available on an interim basis, and $7,000,000 will be made available upon entry of the Final Order. The remainder of the DIP Facility will be made available in multiple draws thereafter. (b) Maturity Date: March 31, 2017. (c) Interest Rates: Interest on the unpaid outstanding principal amount from the Effective Date until paid in full shall accrue at an interest rate of 15% per annum. During an Event of Default, interest shall accrue at the Interest Rate plus 2% per annum. (d) Carve Out: The DIP Liens and the DIP Superpriority Claim shall, in all cases, be subject and subordinate to a $1,000,000 carve-out for payment of statutory fees and professionals' fees. The DIP Loan Agreement establishes three milestones: -- by Oct. 31, 2015, Essar must resolve disputes with the counterparties to certain Minnesota state taconite iron ore mining lease agreements; -- Essar must file a plan of reorganization and disclosure statement by Jan. 31, 2017; and -- Essar's chapter 11 plan must take effect by Mar. 31, 2017. The Debtors contend that their use of the proceeds of the proposed DIP Facility will maintain and preserve the value of their businesses, in all cases for the benefit of the Debtors’ estates and creditors. The Debtors propose to secure their obligations under the DIP Facility by, among other things, granting to the DIP Lender first priority liens on, and security interests in, substantially all of the Borrower’s unencumbered assets and junior liens on, and security interests in, substantially all of the Borrower’s encumbered assets, subject to the Carve-Out. The Debtors' Motion is scheduled for hearing on July 26, 2016 at 10:00 a.m. The deadline for the filing of objections to the Debtors' Motion is set on July 25, 2016 at 12:00 p.m. The contact person for the DIP Lender is: John-Michael Lind SPL Advisors LLC 515 Via Sinuousa Santa Barbara, CA 93110 E-mail: jmlind@splindia.com A full-text copy of the Debtor's Motion, dated July 19, 2016, is available at https://is.gd/wABNL8 A full-text copy of the Debtor's DIP Note, dated July 19, 2016, is available at https://is.gd/BAATf2 About Essar Steel Minnesota LLC. Essar Steel Minnesota LLC and ESML Holdings Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-11627 and 16-11626) on July 8, 2016. The bankruptcy petition was signed by Madhu Vuppuluri, president and chief executive officer. The Debtor is represented by Craig H. Averich, Esq., at White & Case LLP and John L. Bird, Esq. and Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP. The case is assigned to Judge Brendan Linehan Shannon. ESML Holdings Inc. estimated assets at $1 billion to $10 billion and debts at $500 million to $1 billion. Essar Steel Minnesota LLC estimated assets and debts at $1 billion to $10 billion. ETERNAL ENTERPRISE: Cash Collateral Use from July 16 to Aug. 15 OK ------------------------------------------------------------------ Judge Ann M. Nevins, of the U.S. Bankruptcy Court for the District of Connecticut, authorized Eternal Enterprise, Inc., to use cash collateral from July 16, 2016 through August 15, 2016. The Debtor had sought authorization to continue using cash collateral in order to mitigate the damage caused by the fire on its property at 270 Laurel Street, Hartford, CT, the Debtor's tenants, and to the Debtor's rental income. Judge Nevins authorized the Debtor to use cash collateral to maintain its properties and pay the U.S. Trustee's statutory fees. She also authorized the Debtor to use up not more than $113,928 of cash collateral for the one-month time period identified in the Budget, which is the amount of total expenses projected by the Court-prepared Budget. Judge Nevins granted secured creditor Hartford Holdings replacement liens in all after-acquired property of the Debtor, to the same extent and priority to that which its predecessor, Astoria Federal Mortgage Corporation, enjoyed with regard to the property at the time the Debtor filed its chapter 11 petition. The Debtor anticipated a loss of approximately 30% of its rental income due to the fire. Hartford Holdings consented to the Debtor's deferral of adequate protection payments, provided that the Debtor will pay to Hartford Holdings the following payments for the June 15 - July 15 period from and upon receipt of payment for the lost income from the Debtor's insurance policy coverage: (a) The remainder of the previously ordered $35,000 adequate protection payment, less $522, for a total of $34,478. (b) For the insurance escrow payment which the Debtor did not make in June 2016, the Debtor shall pay $12,000.00 to the Insurance Escrow Account. Judge Nevins directed the Debtor to make a reduced adequate protection payment of $522 to Hartford Holdings for the month of July. She also directed the Debtor to continue making direct monthly payments to the City of Hartford in the amount of $29,000, as further adequate protection, commencing with the adequate protection payment due for July 2016. The monthly payments will be applied to the real estate tax obligations on any one of the Debtor's several properties located in the City of Hartford, excluding 360 Laurel Street. Judge Nevins ordered the Debtor to change the name of its Real Estate Tax Escrow Account to "Adequate Protection Escrow Account.” She further ordered the Debtor to deposit the following amounts into the Adequate Protection Escrow Account: (a) Monthly Property Insurance (escrowed): $12,000 (b) Repairs and Maintenance - Deferred: $4,500 (c) 30% of $18,500 Maintenance Contract: $5,550 A status conference will be held on July 26, 2016 at 4:00 p.m. A hearing on the continued use of cash collateral will be held on August 10, 2016 at 1:00 p.m. Hartford Holdings is represented by: Thomas A. Gugliotti, Esq. Updike, Kelly & Spellacy, P.C. 100 Pearl St., 17th Floor Hartford, CT 06103 Telephone: (860) 548-2661 E-mail: tgugliotti@uks.com A full-text copy of the Order, dated July 19, 2016, is available at https://is.gd/suLATg About Eternal Enterprise, Inc. Eternal Enterprises Inc. -- http://www.eternalenterprises.net/-- filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No. 14-20292) on Feb. 19, 2014. The petition was signed by Vera Mladen, president. The Debtor owns and manages eight properties located in Hartford, Conn. Judge Ann M. Nevins presides over the case. The Debtor is represented by Irene Costello, Esq., at Shipkevich, PLLC. The Debtor estimated assets at $50,000 to $100,000 and debts at $1 million to $10 million at the time of the chapter 11 filing. EVERSTREAM HOLDCO: Case Summary & Unsecured Creditor ---------------------------------------------------- Debtor: Everstream HoldCo Fund I, LLC 12500 Baltimore Avenue Beltsville, MD 20705 Case No.: 16-12058 Chapter 11 Petition Date: July 20, 2016 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: J. Eric Ivester, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 4 Times Square New York, NY 10036 Tel: (212) 735-3000 Fax: (212) 735-2000 E-mail: eric.ivester@skadden.com Debtor' Conflicts Counsel: TOGUT, SEGAL & SEGAL LLP Debtor's Investment Banker and Financial Advisor: ROTHSCHILD INC. Debtor's Restructuring Advisor: MCKINSEY RECOVERY & TRANSFORMATION SERVICES U.S., LLC Debtor's Claims & Noticing Agent: PRIME CLERK LLC Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Patrick Cook, authorized signatory. The Debtor's list of 20 largest unsecured creditors has only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ EverStream Solar Infrastructure Partnership $3,758,523 Fund I L.P. Claim c/o EverStream Energy Capital Management LLC, 101 California Street, San Francisco, CA 94111 FLYING STAR: Reaches Agreement with Former Execs ------------------------------------------------ Jessica Dyer, writing for The Albuquerque Journal, reported that Flying Star is seeking court approval to end a two-year-old legal battle with two former executives by settling for $375,000 now and not fighting another $611,523 in claims the two can pursue against the restaurant company in its ongoing bankruptcy case. According to the report, Flying Star's former COO, Clyde Harrington, and former CFO, Donna Schmidt, were already in arbitration with Flying Star and its owners, Jean and Mark Bernstein, when the Albuquerque cafe chain filed for Chapter 11 protection in U.S. Bankruptcy Court in January 2015, and the parties' legal wranglings have been an ongoing part of the larger bankruptcy case. Harrington and Schmidt had sued Jean Bernstein in 2014 in a contractual dispute following their terminations, alleging the restaurant chain had "falsely (cited) cause as the basis" of their firings, depriving them of their employment and allowing the company to deny payment of their stock options worth hundreds of thousands of dollars, the report recalled. The original filing did not specify the amount sought in damages, but the duo later filed claims in the bankruptcy case totaling between $5.8 million and $7.3 million, the report related, citing court records. Flying Star and the Bernsteins followed the initial suit with a counterclaim alleging Harrington and Schmidt had committed various financial improprieties while working for Flying Star, and added third-party claims against the executive search firm they hired to find Harrington, Sockwell Partners, and the law firm that drafted the stock-option agreements, Monroe, Moxness & Berg, the report further related. The settlement, according to the report, defines itself as a "full and final settlement of a dispute concerning the separation of (Harrington's and Schmidt's) employment" reached by Harrington, Schmidt, Flying Star and its affiliated entities, the Bernsteins, Sockwell Partners and Monroe, Moxness & Berg. Harrington and Schmidt will be paid a total of $375,000 by a trio of parties -- Flying Star's insurance company, Sockwell Partners and Monroe, Moxness and Berg, according to the filing, the report said. The latter two -- which were not sued by Harrington and Schmidt -- will make payments to Harrington and Schmidt in exchange for Flying Star dropping its claims against the two firms, the report added. About Flying Star Headquartered in Albuquerque, New Mexico, Flying Star Cafes, Inc., a NM corporation -- dba Flying Star, dba Rio Chan Foods, LLC, aka Flying Star Commissary, dba Flying Star Foods, LLC, aka Flying Star/Satellite Coffee, aka Flying Star Foods Ã¢â‚¬â€œ operated nine restaurants, as well as eight Satellite Coffee shops. The Company also has a food production business, Rio Chan, that supplies outside customers. Flying Star Cafes, Inc., a NM corporation, filed for Chapter 11 bankruptcy protection (Bankr. D. N.M. Case No. 15-10182) on Jan. 30, 2015, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Jean Bernstein, president/CEO. Judge David T. Thuma presides over the case. Daniel J Behles, Esq., Arin Elizabeth Berkson, Esq., Bonnie Bassan Gandarilla, Esq., George M Moore, Esq., and Koo Im Sakayo Tong, Esq., at Moore, Berkson, & Gandarilla, P.C., serve as the Debtor's bankruptcy counsel. FREDDIE MAC: Must Face Revived Suit Over Subprime Exposure ---------------------------------------------------------- Jonathan Stempel, writing for Reuters, reported that a federal appeals court revived Ohio's lawsuit accusing Freddie Mac of defrauding the state's $87.3 billion public pension fund by hiding its exposure to subprime and other risky mortgages prior to the 2007-09 financial crisis. According to the report, the 6th U.S. Circuit Court of Appeals said a lower court judge erred in finding that the Ohio Public Employees Retirement System (OPERS) did not plausibly allege that disclosure shortfalls by Freddie Mac and officials, including former Chief Executive Richard Syron, caused it to lose money on the company's stock. In its lawsuit, which began in January 2008, OPERS accused Freddie Mac of concealing nearly $227 billion in exposure it had taken on to subprime and other low-quality loans, as well as its ability to manage risk and fight fraud, the report related. The fund said Freddie Mac's stock price plunged 29 percent in one day after the truth became known in November 2007, the report said. OPERS sought class action status on behalf of purchases of Freddie Mac stock from Aug. 1, 2006, to Nov. 20, 2007, the report added. Its case has lasted this long in part because the lower court judge who oversaw it for more than five years recused himself in 2013, and because the 6th Circuit took more than nine months after oral arguments to rule, the report noted. The case is Ohio Public Employees Retirement System et al v. Federal Home Loan Mortgage Corp et al, 6th U.S. Circuit Court of Appeals, No. 14-4189. FREDERICK KEITEL: Court to Take Up Plan Outline at Aug. 31 Hearing ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida is set to hold a hearing on Aug. 31, 2016, at 2:00 p.m., to consider approval of the disclosure statement detailing the Chapter 11 plan of reorganization proposed by Frederick Keitel, III. The hearing will take place at the U.S. Bankruptcy Court, Courtroom B, 8th Floor, 1515 North Flagler Drive, West Palm Beach, Florida. The deadline for filing objections is August 24. Mr. Keitel on July 12 filed a restructuring plan, which proposes to pay unsecured creditors in full. Under the plan, unsecured creditors who are classified in Class 6 will be paid in full over a period of 24 months. Mr. Keitel will pay $5,342 per month until all creditors are paid. The total amount of Class 6 unsecured claims is $128,231. About Frederick Keitel Frederick J. Keitel, III sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 15-21654) on June 29, 2015. Mr. Keitel owns various interests in companies that own commercial real estate. At the time of the filing of his case, Mr. Keitel's companies and their assets were valued at over $20 million. The case is assigned to Judge Erik P. Kimball. The Debtor is represented by Brian K. McMahon, Esq., at Brian K. McMahon, P.A. FRYMIRE SERVICES: Wants Authorization to Use Cash Collateral ------------------------------------------------------------ Frymire Services, Inc. asks the U.S. Bankruptcy Court for the Northern District of Texas for authorization to use cash collateral. Secured creditor Capital One, NA asserts that the Debtor owes: (a) $960,000 borrowed against a $1 million revolving line of credit; (b) $550,000 remaining due under a $742,500 term loan. Capital One asserts that its collateral, together with its proceeds and revenues, constitute Cash Collateral. The Debtor believes that the Secured Creditor is the only claimant that has a perfected interest in the Cash Collateral. The Debtor tells the Court that it must use cash collateral to pay necessary operating expenses. The Debtor further tells the Court that it has not been able, in the ordinary course of business or otherwise, to obtain unsecured credit or obtain alternative financing under more favorable terms. The Debtor's proposed Budget covers a period of 45 days and provides for total expenses in the amount of $1,691,559. A full-text copy of the Debtor's Motion, dated July 19, 2016, is available at https://is.gd/gPKTNa A full-text copy of the Debtor's proposed Budget, dated July 19, 2016, is available at https://is.gd/rcs4r6 About Frymire Services, Inc. Frymire Services, Inc. filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 16-32814) on July 15, 2016. The petition was signed by George R. Frymire, president. Judge Stacey G. Jernigan presides over the case. The Debtor is represented by Bryan Christopher Assink, Esq., Mark A. Castillo, Esq., and Joshua Lee Shepherd, Esq., at Curtis Castillo, Esq. The Debtor estimated assets and debts at $1 million to $10 million at the time of the chapter 11 filing. FTS INT'L: S&P Hikes CCR to 'CCC+' on Notes Repurchase Transaction ------------------------------------------------------------------ S&P Global Ratings raised its corporate rating on Fort Worth, Texas-based oilfield services provider FTS International Inc. (FTSI) to 'CCC+' from 'SD' (selective default). The outlook is negative. At the same time, S&P raised its rating on the company's senior secured floating rate notes to 'B' from 'CCC'. The recovery rating on this debt remains '1', indicating very high (90% to 100%) recovery in the event of a payment default. S&P also raised its rating on FTSI's second-lien senior secured debt to 'CCC' from 'D'. The recovery rating on these notes remain '5', indicating S&P's expectation of modest (10% to 30%; lower end of range) recovery in the event of a payment default. "The rating action follows FTSI's repurchase of a portion of its senior secured notes due 2022 and its term loan due 2021 at below par," said S&P Global Ratings credit analyst Christine Besset. "We viewed the transaction as distressed because debtholders received less than par, and we believe the company's capital structure is unsustainable," she added. S&P bases its corporate credit rating on its assessment of FTSI's vulnerable business risk and highly leveraged financial risk profiles. The negative outlook reflects S&P's expectation that FTSI's liquidity position will likely deteriorate in the coming year given our continued weak outlook for commodity prices and drilling activity onshore North America. S&P could lower the ratings if it envisioned a specific default scenario within a year. S&P could revise the rating outlook to stable if market conditions in the onshore North American oil and gas industry improved such that S&P expects FTSI to generate enough cash flow to cover interests and maintenance capital spending on an ongoing basis, and stabilize its liquidity position. GARY DEAN ROGERS: Bentwood Reserve Property Sale Approved --------------------------------------------------------- Judge Tony M. Davis of the U.S. Bankruptcy Court for the Western District of Texas, Austin Division, authorized Gary Dean Rogers to sell his interest in the 1.32 acres of unimproved real property at Lot 22, Blk 1, in Bentwood Reserve Subdivision, to David and Elizabeth Chambers for $70,000. The sale of the Unimproved Tract will be "as is, where, is" and free and clear of all liens, claims, encumbrances, and other interests. Wesley Crooks of Ranch Realty, as the broker to the Contract for the Debtor, will be paid a commission equal to 6% of the Purchase Price at closing, as set forth in the Contract and that 50% of such commission will be paid to Jerrie Woodford of J W Real Estate, the purchasers' broker. About Gary Dean Rogers Gary Dean Rogers -- aka G D Rogers, dba Rogers Construction, doing business as Rogers General Construction -- sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-10404) on April 4, 2016. Wayne Kitchens, Esq. at Hughes Watters Askanase, LLP, serves as counsel. GREAT BASIN: Appoints BDO USA as New Accounting Firm ---------------------------------------------------- Mantyla McReynolds, LLC, Great Basin Scientific, Inc.s independent registered public accountants, merged with BDO USA, LLP on July 1, 2016. As a result of this transaction, on July 14, 2016, Great Basin Scientific, Inc. received notice that instead of Mantyla, BDO would now stand for appointment as the Company's independent registered public accountants for the fiscal year ending Dec. 31, 2016. Effective July 18, 2016, the Company, after review and approval of the Company's Audit Committee, appointed BDO as the Company's new independent registered public accounting firm for and with respect to the fiscal year ending Dec. 31, 2016. Mantyla's reports on the Company's financial statements as of and for the fiscal years ended Dec. 31, 2015, and 2014 contained an emphasis paragraph that raised substantial doubt about its ability to continue as a going concern. Other than the going concern matter, the reports of Mantyla on the financial statements of the Company for the fiscal years ended Dec. 31, 2015, and 2014 did not contain any other adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the Company's fiscal years ended Dec. 31, 2015, and 2014 and through July 14, 2016, there were no disagreements between the Company and Mantyla on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Mantyla, would have caused Mantyla to make reference to the subject matter of the disagreements in connection with its audit reports on the Company's financial statements. During the Company's past fiscal years ended Dec. 31, 2014, and 2015 and the interim period through July 14, 2016, Mantyla did not advise the Company of any of the matters specified in Item 304(a)(1)(v) of Regulation S-K. The Company provided Mantyla with a copy of this report on Form 8-K in accordance with Item 304(a) of Regulation S-K prior to its filing with the Securities and Exchange Commission and requested that Mantyla furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter from Mantyla is filed as Exhibit 16.1 hereto and is incorporated herein by reference. About Great Basin Great Basin Scientific is a molecular diagnostic testing company focused on the development and commercialization of its patented, molecular diagnostic platform designed to test for infectious disease, especially hospital-acquired infections. The Company believes that small to medium sized hospital laboratories, those under 400 beds, are in need of simpler and more affordable molecular diagnostic testing methods. The Company markets a system that combines both affordability and ease-of-use, when compared to other commercially available molecular testing methods, which the Company believes will accelerate the adoption of molecular testing in small to medium sized hospitals. The Company's system includes an analyzer, which it provides for its customers' use without charge in the United States, and a diagnostic cartridge, which the Company sells to its customers. Great Basin reported a net loss of $57.9 million in 2015 following a net loss of $21.7 million in 2014. As of March 31, 2016, Great Basin had $27.6 million in total assets, $70.99 million in total liabilities, and a total stockholders' deficit of $43.4 million. Mantyla McReynolds, LLC, in Salt Lake City, Utah, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred substantial losses from operations causing negative working capital and negative operating cash flows. These issues raise substantial doubt about its ability to continue as a going concern. GROWER'S ORGANIC: Can Use Cash Collateral Until Aug. 15 ------------------------------------------------------- Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for the District of Colorado authorized Grower's Organic, LLC to use cash collateral until August 15, 2016. Judge Brown acknowledged that the Debtor has a substantial number of suppliers that may have a claim to the statutory trust established under the Perishable Agricultural Commodities Act. She further acknowledged that to the extent that there are valid PACA trust claims, these claims are entitled to priority in the Debtor's inventory, accounts receivable, and cash proceeds ahead of any other secured party to the full extent of the claim, except to the extent that the funds used to obtain such assets can be traced to a non-PACA source. The Debtor was previously granted interim authority to use cash collateral up to July 15, 2016. The Debtor asserted that without the authority to use PACA trust assets and cash collateral beyond such date, it would have no ability to maintain day-to-day business operations. It further asserted that the use of cash collateral is necessary to realize and maximize the assets of the estate and otherwise afford the Debtor an opportunity to reorganize. Judge Brown authorized the Debtor to honor its obligations as a statutory trustee under PACA in the ordinary course of business including paying, at its sole discretion, any post-petition PACA claims to the extent that the claimant is determined to have a valid PACA claim. She directed the Debtor to set aside 30% of its net revenue into an account created for the sole purpose of collecting funds for the payment of valid PACA claims, as adequate protection for the Debtor's use of PACA trust assets. A full-text copy of the Stipulated Order, dated July 19, 2016, is available at https://is.gd/lz8O88 About Grower's Organic, LLC. Grower's Organic, LLC filed a Chapter 11 bankruptcy petition (Bankr. D.Co. Case No. 15-19683) on August 28, 2015. The Debtor owns and operate a wholesale organic food distributor in Denver, Colorado. The Hon. Elizabeth E. Brown presides over the case. Lee M. Kutner, Esq., at Kutner Brinen Garber, P.C. represents the Debtor as counsel. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Brian Freeman, managing member. HALL & SONS: Case Summary & 15 Unsecured Creditors -------------------------------------------------- Debtor: Hall & Sons Transport, Inc. 13520 Quesenberry Road Von Ormy, TX 78073 Case No.: 16-51621 Chapter 11 Petition Date: July 20, 2016 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Hon. Craig A. Gargotta Debtor's Counsel: James Samuel Wilkins, Esq. WILLIS & WILKINS, LLP 711 Navarro St Suite 711 San Antonio, TX 78205 Tel: 210-271-9212 Fax: 210-271-9389 E-mail: jwilkins@stic.net Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Henry A. Hall, president. A copy of the Debtor's list of 15 unsecured creditors is available for free at http://bankrupt.com/misc/txwb16-51621.pdf HI-TEMP: Wants Access to $14.7-Mil. DIP Facility From Wells Fargo ----------------------------------------------------------------- Hi-Temp Specialty Metals, Inc. asks the U.S. Bankruptcy Court for the Eastern District of New York for authorization to obtain postpetition financing from Wells Fargo Bank, National Association. The DIP Facility contains, among others, the following relevant terms: (a) DIP Facility: Revolving line of credit and letter of credit facility of up to $14,700,000 inclusive of revolving loans in excess of pre-petition lending formula limits of up to $4,100,000. (b) Budget: Use of proceeds of DIP Facility are subject to a Budget that will consist of weekly statements of receipts and disbursements of the Debtor for the 13 weeks commencing with July 15, 2016. (c) Use of DIP Proceeds/Roll-Up Provisions: For working capital and general corporate purposes, including payment of Pre-Petition Obligations, in accordance with the Budget. (d) Interest Rates: LIBOR plus 3.5% on advances, LIBOR plus 4.5% on Temporary Overadvance Amount. (e) Expenses and Fees: A DIP Facility fee of $100,000, which shall be fully earned as of the entry date of the Interim Financing Order and payable as follows: (i) $50,000 payable to Wells Fargo, 45 days after the Interim Financing Order and (ii) $50,000 payable 90 days after entry of the Final Financing Order. (f) Maturity Date: The date that is the earliest of: (i) May 31, 2017, (ii) the date Hi-Temp terminates the Line of Credit, or (iii) the date Wells Fargo terminates the Line of Credit following an Event of Default. The DIP Facility contemplates a sale of all or substantially all of Debtor’s assets and properties and establishes these milestones: (a) Not later 30 days after the entry of the Interim Financing Order, Debtor shall obtain the entry of an order of the Bankruptcy Court, in form and substance satisfactory to Wells Fargo, (i) approving the bidding procedures for the sale of all or substantially all of the Debtor’s assets in accordance with Section 363 of the Bankruptcy Code, including, without limitation, a form of asset purchase agreement reasonably acceptable to Wells Fargo, and (ii) providing that all cash proceeds generated by such Sale, less reasonable out of pocket fees, costs and expenses directly arising from the closing of such Sale, subject to approval by Wells Fargo, shall be remitted to Wells Fargo for application against, and in permanent reduction of, the Indebtedness; (b) Not later than 45 days after the entry of the Interim Financing Order, the Debtor shall have entered into an agreement in form and substance acceptable to Wells Fargo with a “stalking horse” bidder, reasonably acceptable to Wells Fargo, committing to purchase all or substantially all of the Debtor’s assets; (c) Not later than 70 days after the entry of the Interim Financing Order, Debtor shall conduct an auction, in accordance with the Bid Procedures Order, if more than one bona fide offer is received meeting the conditions set forth in the Bid Procedures Order; (d) Not later than two Business Days after the Auction, an order, in form and substance satisfactory to Wells Fargo, shall have been entered by the Bankruptcy Court approving the Sale; and (e) Not later than two Business Days after the Sale Order is entered, the closing of the Bankruptcy Court-approved Sale shall have occurred. The Debtor relates that the DIP Loan Documents will provide it with access of up to $4.1 million in excess of the pre-petition lending formulas, which the Debtor and its advisors have independently determined should be sufficient to support the Debtor's ongoing operations and reorganization activities through the pendency of the chapter 11 case. A full-text copy of the Debtor's Motion, dated July 19, 2016, is available at https://is.gd/JpsQX3 Wells Fargo is represented by: Jonathan N. Helfat, Esq. Daniel F. Fiorillo, Esq. Otterbourg, P.C. 230 Park Avenue New York, NY 10169-0075 About Hi-Temp Specialty Metals, Inc. Founded in 1982, Hi-Temp Specialty Metals, Inc. is a recycler and provider of specialty recycled metals for the super alloy industry. Hi-Temp is a wholly-owned subsidiary of Hi-Temp Acquisition Corp., Inc. Joseph Smokovich owns 87% of HTAC common stock and the remaining 13% is owned by Larry Stryker, a former employee. Hi-Temp employs between 20-25 people. Hi-Temp sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-72767) on June 22, 2016. The case is assigned to Judge Louis A. Scarcella. The petition, signed by President and Chief Executive Officer Joseph Smokovich, estimates assets in the range of $10 million to $50 million and liabilities of up to $50 million. The Debtor is represented by Gerard DiConza, Esq., at Diconza Traurig Kadish LLP. HOOVER WELL: U.S. Trustee Forms 2-Member Committee -------------------------------------------------- The U.S. Trustee appointed two creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Hoover Well Service, LLC. The committee members are: (1) 101 Pipe Casting Inc. 30300 Agoura Road, Suite 240 Agoura Hills, CA Tel: (800) 332-9101 Fax: (818) 707-9126 E-mail: aaronw@w-legal.com (2) HERC CHEM TECH, LLC aka HCT, LLC Attn: Todd Eden 7032 East Cortez Road Scottsdale, AZ 85254-5123 Tel: (480) 650-6955 Fax: (480) 346-9696 E-mail: teden@hctllc.com Headquartered in Casa Grande, Arizona, Hoover Well Service, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 16-03734) on April 8, 2016, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Tommy John Hoover, member. Judge Scott H. Gan presides over the case. Dean M. Dinner, Esq., and David Anthony McCarville, Esq., at Nussbaum Gillis & Dinner, P.C., serves as the Debtor's bankruptcy counsel. HOVBROS PROPERTIES: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- HovBros Properties, Inc. 16-23930 900 Birchfield Drive Mount Laurel, NJ 08054 HovPro Investment Group, LLC 16-23933 900 Birchfield Drive Mount Laurel, NJ 08054 Type of Business: Single Asset Real Estate Chapter 11 Petition Date: July 20, 2016 Court: United States Bankruptcy Court District of New Jersey (Camden) Judge: Hon. Jerrold N. Poslusny Jr. Debtors' Counsel: Albert A. Ciardi, III, Esq. CIARDI CIARDI & ASTIN, P.C. One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Tel: 215-557-3550 Fax: 215-557-3551 E-mail: aciardi@ciardilaw.com Estimated Estimated Assets Liabilities ---------- ----------- HovBros Properties $100K-$500K $10M-$50M HovPro Investment $1M-$10M $10M-$50M The petitions were signed by Peter Hovnanian, managing member. The Debtors did not include a list of their largest unsecured creditors when they filed the petitions. HUGHES SATELLITE: Moody's Hikes Corporate Family Rating to B1 ------------------------------------------------------------- Moody's Investors Service upgraded Hughes Satellite Systems Corporation's corporate family rating to B1 from B2 and its probability of default rating to B1-PD from B2-PD, while simultaneously assigning a Ba2 rating to the company's new $500 million senior secured notes and a B3 rating to its new $500 million senior unsecured notes. As part of the same action, Moody's upgraded ratings of the company's existing senior secured notes to Ba2 from Ba3 and affirmed the B3 ratings of existing senior unsecured notes. Moody's also upgraded Hughes' speculative grade liquidity rating, to SGL-1 (very good) from SGL-3 (adequate). The company's rating outlook remains stable. The upgrade stems from Moody's expectations for strong EBITDA expansion in 2017 and 2018 as subscriber loading on EchoStar 19 begins subsequent its launch in Q4-2016. With Hughes' existing satellite broadband capacity fully utilized, Moody's expects solid cash flow growth once commercial service on the new satellite, with its upgraded capabilities, begins. Additional EBITDA expansion is expected from other capacity additions, notably on newly launched capacity leased from other operators and focused on the Brazilian and European markets. EchoStar Corporation's (EchoStar, Hughes parent company) decision to contribute EchoStar 19 into Hughes in return for additional common equity is an additional credit-positive consideration (Moody's estimates the contribution at $550 million to $600 million). While Hughes has not specifically itemized the use of proceeds for the new notes issue, Moody's expects the proceeds to be used for either EBITDA-accretive activities (including capital expenditures and small acquisitions) or debt refinance such that leverage of Debt-to-EBITDA (Moody's adjusted) is well below 4x in 2017 after giving effect to deploying the proceeds. Additionally, the ratings are contingent on Moody's review of final documentation and no material change in previously advised terms and conditions. The following summarizes Hughes ratings and today's ratings and outlook actions: Issuer: Hughes Satellite Systems Corporation Assignments: -- Senior Secured Regular Bond/Debenture, Assigned Ba2 (LGD2) -- Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5) Other rating and outlook actions: -- Corporate Family Rating, Upgraded to B1 from B2 -- Probability of Default Rating, Upgraded to B1-PD from B2-PD -- Outlook, Maintained at Stable -- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-3 -- Senior Secured Regular Bond/Debenture, Upgraded to Ba2 (LGD2) from Ba3 (LGD2) -- Senior Unsecured Regular Bond/Debenture, Affirmed at B3 (LGD5) RATINGS RATIONALE Hughes' B1 corporate family rating is based primarily on expectations of growing revenue and EBITDA as new satellite capacity is deployed in 2017/2018, confidence that the company's sizeable cash position, which has been bolstered by a sizeable debt issue, will be used to construct or acquire EBITDA-generating assets or to pre-fund 2019 debt maturities, such that leverage of Debt-to-EBITDA is well below 4x (Moody's adjusted) in 2017. The rating is constrained by uncertain demand and return economics for the consumer broadband internet business, revenue concentration from Dish relationship (some 25%-to-30% of annual revenues), and opaque strategy, objectives and reporting. Hughes speculative grade liquidity rating is SGL-1, indicating adequate liquidity based on a post-debt issue cash balance of ~$1.5 billion (most of which Moody's assumes will be used EBITDA-accretive activities (including capital expenditures and small acquisitions) or to refinance future debt maturities), plus free cash flow of approximately $150 million to $200 million over the next year. Rating Outlook The stable outlook is predicated on expectations of a stable business model and, accounting for the delivering potential of the company's cash position, of leverage of Debt-to-EBITDA being well below 4x in 2017. What Could Change the Rating - Up Sustained FFO margin above 45% (36% at 31Mar16) Sustained debt-to-EBITDA leverage below 3.0x (2.7x at 31Mar16). Positive industry fundamentals Growing cash flow Solid liquidity arrangements What Could Change the Rating - Down Sustained FFO margin below 20% (36% at 31Mar16) Sustained debt-to-EBITDA leverage above 4x (2.7x at 31Mar16). Deterioration in industry fundamentals Cash flow declines Weaker liquidity arrangements Based in Englewood, Colorado, Hughes Satellite Systems Corporation (Hughes) is a private, wholly-owned subsidiary of EchoStar Corporation (EchoStar, not rated), an Englewood, Colorado-based global provider of satellite operations and satellite-based transmission capacity. HUGHES SATELLITE: S&P Assigns 'BB-' Rating on Proposed Sr. Notes ---------------------------------------------------------------- S&P Global Ratings assigned its 'BBB-' issue-level rating and '1' recovery rating to Englewood, Colo.-based satellite services provider Hughes Satellite Systems Corp.'s (HSS) proposed senior secured notes. The '1' recovery rating indicates S&P's expectation for very high (90%-100%) recovery of principal in the event of a payment default. At the same time, S&P assigned its 'BB-' issue-level rating and '5' recovery rating to the company's proposed senior unsecured notes. The '5' recovery rating indicates S&P's expectation for modest (10%-30%; lower half of the range) recovery of principal for lenders in the event a payment default. The company plans to use the proceeds from the $1 billion notes issuance for capital expenditures (including future satellite construction), working capital, and other general corporate purposes. At the same time, S&P lowered the issue-level rating on HSS's 7.625% senior unsecured notes due 2021 to 'BB-' from 'BB' and revised the recovery rating to '5' from '4'. The '5' recovery rating indicates S&P's expectation for modest (10%-30%; lower half of the range) recovery of principal in the event of a payment default. The revised recovery rating reflects our lower recovery expectations for existing unsecured lenders as a result of the incremental $1 billion of debt. S&P affirmed its 'BBB-' issue-level rating on HSS's 6.5% senior secured notes due 2019. The recovery rating remains '1', indicating S&P's expectation for very high (90%-100%) recovery of principal in the event of a payment default. The 'BB' corporate credit rating is unchanged and the outlook remains stable. The stable outlook reflects S&P's expectation for low- to mid-single-digit percent revenue growth over the next few years, driven by the company's satellite-broadband segment. S&P expects net adjusted leverage to be around 2x in 2016, but do not expect the company to materially improve its credit metrics in the near term due to its elevated level of capital spending. RECOVERY ANALYSIS Key analytical factors -- S&P's default scenario contemplates the company's satellite- based communications services facing weak demand, pricing pressure, and higher operating expense in the currently faster-growing consumer and small business segment. The default would likely be the result of competition from lower-cost terrestrial network options and high operating costs associated with near-term launches. Simulated default assumptions -- Simulated year of default: 2021 -- EBITDA at emergence: $440 million -- EBITDA multiple: 5x Simplified waterfall -- Net enterprise value (after 5% in administrative costs): $1.88 billion -- Valuation split in % (obligors/nonobligors): 90/10 -- Priority claims: $326 million -- Collateral value available to secured creditors: $1.56 billion -- Senior secured debt: $ 1.54 billion -- Recovery expectation: 90%-100% -- Collateral value available to unsecured claims: $228 million -- Senior unsecured debt: $1.45 billion -- Recovery expectation: 10%-30% (lower half of the range) Note: All debt amounts include six months of prepetition interest. RATINGS LIST Hughes Satellite Systems Corp. Corporate Credit Rating BB/Stable/-- Senior Secured Notes due 2019 BBB- Recovery Rating 1 New Rating Hughes Satellite Systems Corp. Senior Secured Notes BBB- Recovery Rating 1 Senior Unsecured Notes BB- Recovery Rating 5L Downgraded; Recovery Rating Revised Hughes Satellite Systems Corp. To From Senior Unsecured Notes due 2021 BB- BB Recovery Rating 5L 4H ICAGEN INC: Closes Acquisition of Sanofi Arizona Research Facility ------------------------------------------------------------------ Icagen, Inc., announced that the acquisition of Sanofi's ultra high-throughput biology, screening and chemistry capabilities and research facility in Oro Valley, Arizona (located near Tucson, Arizona) is officially complete. The acquisition includes an agreement between Icagen and Sanofi to collaborate in a multi-year services contract for long term discovery services. 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 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. 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 in a preliminary announcement of the deal. The Oro Valley HTS and Compound Management Center has roots as a University of Arizona start-up. The facility has been in operation 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 also provides capacity in Cell Models, Human Biomarkers, Muscle Biology Expertise and Stem Cells-based assays. The facility also features High Volume Biology with a flexible Robotic Infrastructure capable of performing HTS in Ultra High 1536 format. Additional information is available for free at: https://is.gd/K7ZDFN 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. IMPERIAL METAL: Moody's Affirms Caa1 Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service, affirmed Imperial Metals Corporation's Corporate Family Rating at Caa1, Probability of Default Rating at Caa1-PD, and Senior Unsecured rating at Caa2. At the same time the ratings outlook was changed to positive from negative. The company's speculative liquidity rating (SGL) was upgraded to a SGL-3 from SGL-4. "The positive outlook reflects our expectation of leverage trending below 5x, now that Mount Polley has received authorization to return to normal operations", said Jamie Koutsoukis, Moody's vice president and senior analyst. Upgrades: Issuer: Imperial Metals Corporation -- Speculative Grade Liquidity Rating, Upgraded to SGL-3 from SGL-4 Outlook Actions: Issuer: Imperial Metals Corporation -- Outlook, Changed To Positive From Negative Affirmations: Issuer: Imperial Metals Corporation -- Probability of Default Rating, Affirmed Caa1-PD -- Corporate Family Rating, Affirmed Caa1 -- Senior Unsecured Regular Bond/Debenture (Foreign Currency) Mar 15, 2019, Affirmed Caa2 (LGD4) RATINGS RATIONALE IMC's Caa1 Corporate Family rating (CFR) is driven by its moderate scale and mine diversity with a concentration of cash flows at two mines and its high leverage. These risks are mitigated by improved operating performance and adequate liquidity. With the Red Chris mine now operating at its design specifications, and Mount Polley having received authorization to resume normal operations, we believe IMC's adjusted leverage could trend below 5x by 2017 (18x as of Q1/16) from higher volumes. However with all the company's production from these two mines, the company is exposed to potential material reductions in cash flows should either site encounter operational issues. Additionally, weak copper prices could limit the improvement. The Red Chris and Mount Polley mines benefit from locations in a favorable mining jurisdiction (Canada), long reserve lives, multi-metal diversity, and low expected costs. Moody's said, "The company's near term liquidity is adequate (SGL-3) given C$11 million in cash at Q1/16 and our expectation of about $50 million of free cash flow over the next 12 months. IMC recently extended the maturity date of its C$200 million senior secured revolving credit facility (fully drawn inclusive of letters of credit) to March 15, 2018 and extended the maturity date of its C$50 million second lien secured revolving credit facility (fully drawn) to August 15, 2018. The facilities contain maximum leverage and minimum fixed charge covenants which we believe they will remain in compliance with. The financial covenants under both facilities were amended to reflect the impact of reduced commodity prices. Debt maturities remain relatively light until March 2018, when the senior credit facility matures." The positive outlook reflects Moody's view that IMC's leverage will materially improve in the next 12 to 18 months with both the Red Chris and Mount Polley mines at full operation. Moody's said, “A higher rating would require Red Chris to continue to consistently meet design specifications, and Mount Polley demonstrating its ability to sustain full operations. We would also expect IMC to reduce and maintain its adjusted financial leverage below 5x. “A lower rating could occur if we expected IMC would be unable to fund its cash requirements as they become due.” Imperial Metals Corporation wholly-owns Red Chris and Mount Polley - both open pit copper/ gold mines located in British Columbia, Canada, and 50% of Huckleberry (operations have been suspended), an open pit copper mine also located in British Columbia. Mount Polley incurred a breach of its tailings dam in August, 2014, and received authorization to resume normal operations in June 2016. Red Chris achieved commercial production on July 1, 2015. INNOVATIVE CONSTRUCTION: Court to Take Up Plan Outline on Aug. 12 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Pennsylvania is set to hold a hearing on August 12, at 10:00 a.m., to consider the disclosure statement detailing the Chapter 11 plan of Innovative Construction, Inc. The hearing will take place at U.S. Steel Tower, Courtroom D, 54th Floor, 600 Grant Street, Pittsburgh, Pennsylvania. Objections to approval of the disclosure statement are due by August 5. About Innovative Construction Innovative Construction, Inc. sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of Pennsylvania (Pittsburgh) (Bankr. W.D. Pa., Case No. 16-20088) on January 12, 2016. The petition was signed by Linda Menichino, president. The Debtor is represented by Robert O. Lampl, Esq. The case is assigned to Judge Jeffery A. Deller. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. JOSEPH OLADOKUN: Hearing on Plan & Outline to Be Held on Sept. 14 ----------------------------------------------------------------- The Hon. Brenda Moody Whinery of the U.S. Bankruptcy Court for the District of Arizona set Sept. 14, 2016, at 11:00 a.m. as hearing date for Joseph Oladokun and Florence A. Oladokun's Third Amended Disclosure Statement and Third Amended Plan of Reorganization. The Debtors filed their Third Amended Disclosure Statement and Third Amended Plan of Reorganization on June 30, 2016. Joseph Oladokun filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 12-07178) on April 5, 2012. JOY-KAY INC: Exclusive Plan Filing Deadline Moved to Oct. 30 ------------------------------------------------------------ The Hon. Stacey L. Meisel of the U.S. Bankruptcy Court for the District of New Jersey has extended, at the behest of Joy-Kay, Inc. t/a Super Saver Liquors, the exclusive period to file a plan for 90 days through Oct. 30, 2016. As reported by the Troubled Company Reporter on June 28, 2016, the Debtor needs additional time to consider the competing offers, finalize a contract for the sale of its liquor license, file a motion to approve the sale and thereafter file a liquidating plan. The Debtor has, during its exclusive period, resolved a substantial claim of the landlord and obtained an offer for its liquor license which will provide a substantial dividend to creditors and may even result in funds being available for equity holders. The Debtor should be in a position to finalize an agreement of sale for its liquor license promptly and thereafter be in a position to file a motion to approve a sale and move for confirmation of a liquidating plan. Joy-Kay, Inc. t/a Super Saver Liquors, operated a liquor store/bar from premises it had leased for approximately 23 years in the Plaza Shopping Center in Wayne, New Jersey. Joy-Kay, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 16-11988) on Feb. 3, 2016. LEAP FORWARD: Selling Personal Property to IGT ---------------------------------------------- Leap Forward Gaming, Inc., asks the U.S. Bankruptcy Court for the District of Nevada to authorize the sale of personal property to International Game Technology for up to $8,500,000, and approve the settlement and compromise of disputed claims. A hearing for the Motion is set for Aug. 29, 2016 at 2 p.m. In 2015, IGT filed a civil action against LFG, Saffari, Bruce Cunningham and Perry Cobb in the United States District Court in Las Vegas ("IGT Civil Action") for alleged misappropriation of trade secrets. LFG and IGT have entered into the Asset Purchase Agreement ("APA") which accomplishes a sale of LFG's asset and resolves the IGT Civil Action. The APA contains mutual releases between IGT and LFG. Under the APA, LFG sells to IGT these assets: (a) All computers (and related hardware, software and data bases), equipment and other fixed assets, in each case, owned by Seller and used for, held for use for, or related to, the Products, all of which are listed on Schedule 1.1(a). (b) All inventories, including parts, work in process, and finished goods owned by Seller and used or useful in connection with the Products. (c) All data and records, including books and records (other than minute books and records of directors' and shareholders' meetings), computer software, vendor lists, designs, manuals, warranties, customer lists, credit information, processes, formulae, proprietary rights, know-how and other similar intangible property and rights owned by Seller and relating to the Products. (d) All cost sheets, bills of material, pricing information, part information, technical information, customer data, engineering data, inspection data, production data, blueprints and specifications, drawings, licenses, license agreements, formulae, processes, trade secrets, software (including documentation and source code) of and related to the Products, in each case, owned by Seller. (e) All proprietary rights, know-how and other information related to the Products not described in subsection 1.1(e) above, in each case, which are owned, licensed or otherwise used by Seller. (f) The trademarks and trademark applications, tradenames, licenses, copyrights and applications and all similar rights owned by Seller and related to the Products listed on Schedule 1.1 (f). (g) All goodwill as a going concern with respect to the Purchased Assets. (h) The patents listed on Schedule 1.1(h). (i) Such other assets that are licensed or otherwise used by Seller necessary to deliver the Products to existing and potential customers of Buyer ("Third Party Assets and Licenses"). The Third Party Assets and Licenses are listed on Schedule 1.1(i). (j) The books and records of Seller relating to subsection 1.1 (a) through (i) above. At the Closing, which is defined as 15 days after entry of an Order approving the Sale Motion, IGT will pay LFG the sum of $2,500,000 cash which will be held pending further order of the Court. The security interest in favor of MIHI LLC, which holds a security interest in the property, will attach to the proceeds of sale. In addition, the APA provides for an Earn Out of up to $6,000,000 in additional purchase price, all of which is also subject to the security interest in favor of MIHI. Attorney for the Debtor: Jeffrey L. Hartman, Esq. HARTMAN & HARTMAN 510 West Plumb Lane, Suite B Reno, Nevada 89509 Telephone: (775) 324-2800 E-mail: notices@bankruptcyreno.com About Leap Forward Gaming Leap Forward Gaming, Inc., sought Chapter 11 protection (Bankr. D. Nev. Case No. 16-50850) on July 8, 2016. Judge Bruce T. Beesley is assigned to the case. The Debtor estimated assets of $2.46 million and $26.02 million in debt. Jeffrey L Hartman, Esq., at Hartman & Hartman, serves as the Debtor's counsel. The petition was signed by Darby Bryan, CFO/Controller. LENNAR BUFFINGTON: Selling Property to RSI Communities for $16MM ---------------------------------------------------------------- Lennar Buffington Stonewall Ranch, LP, filed a motion to sell property pursuant to 11 U.S.C. Sec. 363(f), and to assume and assign executory contracts with consent from United Development Funding, LP. The Debtor was formed on May 13, 2005, to develop real estate located near Liberty Hill in Williamson County, Texas. The Debtor is a Texas limited partnership. As part of the development of the property, the Debtor formed a Municipal Utility District (the "MUD"). Prior to May 30, 2008, the equity of the Debtor was owned equally by affiliates of Buffington Homes and Lennar Homes. Prior to the filing of the bankruptcy case, the Debtor formed the Stonewall Ranch Municipal Utility District (the "MUD") and spent approximately $7,100,000 in development costs. These costs are reimbursable under the MUD once development commences and ad valorem taxes are generated that will support revenue for the issuance of bonds. Prior to the filing of the bankruptcy case, the Debtor received approximately $1,800,000 in reimbursements from previous bond issuances in 2009 and 2011. The MUD submitted a 2015 bond package to the TCEQ for issuance of a $1,580,000 bond. The bond was approved by the state but not issued due to non-payment of property taxes by the Debtor. Upon payment of property taxes from a sale of the Real Property, the bond should issue and fund approximately $1,100,000 in reimbursable expenses to the buyer. The District also has approximately $400,000 in surplus funds that could be paid to reimburse the developer. Reimbursement of any future funds requires development and home building operations to produce more value for ad valorem taxes that will support additional bond sales. On May 30, 2008, the Lennar and Buffington parties executed an Assignment and Assumption Agreement by which the Lennar entities transferred their interest in the Debtor to Buffington affiliates. The Debtor granted a lien on its assets to secure the payments to be made to the Lennar parties. The deed of trust was recorded on June 25, 2010. The Lennar deed of trust was subordinated to the following: a debt payable to RBC Bank (USA), in the amount of $35,000,000; a debt payable to United Development Funding, LP in the amount of $21,500,000; and a debt payable to First Continental investment Co., Ltd. in the amount of $4,500,000. PNC Bank, N.A. is the successor in interest to RBC Bank (USA). The Debtor and the other land-owning entities controlled by Buffington Homes also incurred a debt in excess of $100 million to United Development Funding III, LP, which is also collateralized by their real property. This debt was guaranteed up to $5 million by Thomas B. Buffington. The only relationship between the Buffington entities and the UDF entities is that of borrower and lender. Before the filing of the Debtor sold a portion of its property and obtained partial releases from its lenders for the property previously sold. Before Nov. 30, 2015, PNC Bank, N.A. had posted the Debtor's real property for foreclosure. Additionally, a suit to collect delinquent ad valorem taxes was pending in the District court of Williamson County, Texas and a suit by Lennar Homes of Texas Land and Construction, Ltd. and Lennar Texas Holding Company (the "Lennar Suit") was pending in the District Court of Travis County, Texas at that time. The Lennar suit was styled No. D-1-GN-14-002106, Lennar Homes of Texas Land and Construction, Ltd. and Lennar Texas Holding Company v. Buffington Stonewall Ranch, Ltd., et al. The Debtor and other defendants filed counterclaims against the Lennar entities in the Lennar Suit. The automatic stay was lifted in this bankruptcy case to allow the Lennar Suit to proceed against the non-Debtor parties. During the case, the Debtor with assistance from UDF has attempted to locate a buyer for the Real Property. Based on its experience as a lender to numerous developers for many properties, UDF believes that $16,000,000 is within the range of values that a developer will pay for the real property owned by the Debtor and the ancillary rights, including all rights under the MUD agreements and rights with the City of Liberty Hill related to the MUD. This price reflects the significant costs and time that will be required for a Buyer to complete the development. Sale to RSI The Debtor has negotiated a sale of its assets to RSI Communities, LLC, and has executed a Contract of Sale of real property owned by the Debtor and PH SPMSL, LP, a non-debtor (the "RSI Contract"), subject to the approval of the sale by this Court. The sales price under the RSI Contract is $16 million for the real property owned by the Debtor and PH SPMSL, LP, a non-debtor. The price will be allocated on the following basis: $14,952,566 to the Debtor and $1,047,434 to PH SPMSL, LP. The price allocated to PH SPMSL was based upon $52,265 per lot for two 50 foot lots and $58,931.51 per lot for sixteen 60 foot lots. The RSI Contract provides for the sale to close on or before August 15, 2016. A copy of the executed contract is available from Debtor's counsel upon request. The RSI Contract also requires the sale of personal property related to the real estate. This personal property consists primarily of capitalized transaction costs of $5.6 million, which value is incorporated into the Debtor's real property, and MUD reimbursables in the amount of $7.2 million, which are appurtenant to the Debtor's real property. RSI is purchasing all MUD Receivables as part of the $16,000,000 purchase and taking an assignment of the Debtor's rights under executory contracts, after the Debtor assumes such contracts. The liabilities of the Debtor that are secured by real and personal assets that are the subject of the RSI Contact and the priorities of those liabilities are: Claimant Amount (in $) Priority of Liens -------- ------------- ----------------- Secured Tax Claim of Williamson County 276,721 1st PNC 2,890,462 2nd UDF 21,500,000 3rd Lennar 3,152,428 4th UDF III & portion of UDF Debt that exceeds value of collateral 116,555,223 The Debtor estimates closing costs of $448,577 for the sale under the RSI Contract for a net sales price of approximately $14,504,000. After closing costs the Debtor estimates ad valorem tax claims with postpetition and interest to be $306,722. The Debtor does not believe that any defaults exist under any documents related to the MUD, except with the City of Liberty Hill as noted herein. Defaults exist under the agreements between the Debtor and the City of Liberty Hill and the Debtor estimates that payments to cure the defaults to allow assumption of the agreements will be approximately $400,000. The Debtor estimates that the claim of PNC with accrued interest and attorneys' fees in the amount of $520,000 will total approximately $4,200,000. The Debtor's attorneys: Stephen W. Sather, Esq. Barbara M. Barron, Esq. BARRON & NEWBURGER, P.C. 1212 Guadalupe, Suite 104 Austin, TX 78701 Tel: (512) 476-9103 Ext. 220 Fax: (512) 476-9253 An involuntary Chapter 11 petition was filed against Lennar Buffington Stonewall Ranch, LP (Bankr. W.D. Tex. Case No. 15-11548) on Nov. 30, 2015. UDF Development Funding III, LP, allegedly owed $106,539,986 on a secured loan, signed the petition. UDF is represented by Richard W. Ward, Esq. Hon. Christopher H. Mott is the case judge. LOUISIANA CRANE: Hires Heller Draper as Bankruptcy Counsel ---------------------------------------------------------- Louisiana Crane & Construction, LLC seeks authorization from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Heller, Draper, Patrick, Horn & Dabney, LLC as bankruptcy counsel, nunc pro tunc to the June 27, 2016 petition date. The Debtor requires Heller Draper to render these professional services: (a) advising the Debtor with respect to its rights, powers and duties as Debtor and Debtor-in-Possession in the continued operation and management of the businesses and properties; (b) preparing and pursuing confirmation of a plan of reorganization and approval of a disclosure statement; (c) preparing on behalf of the Debtor all necessary applications, motions, answers, proposed orders, other pleadings, notices, schedules and other documents, and reviewing all financial and other reports to be filed; (d) advising the Debtor concerning and preparing responses to applications, motions, pleadings, notices and other documents which may be filed by other parties herein; (e) appearing in Court to protect the interests of the Debtor before this Court; (f) representing the Debtor in connection with use of cash collateral and/or obtaining post-petition financing; (g) advising the Debtor concerning and assisting in the negotiation and documentation of financing agreements, cash collateral orders and related transactions; (h) investigating the nature and validity of liens asserted against the property of the Debtor, and advising the Debtor concerning the enforceability of said liens; (i) investigating and advising the Debtor concerning, and taking such action as may be necessary to collect income and assets in accordance with applicable law, and the recovery of property for the benefit of the Debtor's estate; (j) advising and assisting the Debtor in connection with any potential property dispositions; (k) advising the Debtor concerning executory contract and unexpired lease assumptions, assignments and rejections and lease restructuring, and recharacterizations; (l) assisting the Debtor in reviewing, estimating and resolving claims asserted against the Debtor's estate; (m) commencing and conducting litigation necessary and appropriate to assert rights held by the Debtor, protect assets of the Debtor's chapter 11 estate or otherwise further the goal of completing the Debtor's successful reorganization; and (n) performing all other legal services for the Debtor which may be necessary and proper in this case. Heller Draper will be paid at these hourly rates: William H. Patrick, III $450 Douglas S. Draper $450 Leslie A. Collins $375 Greta M. Brouphy $350 Other Associates $300 Paralegals $120 Heller Draper will also be reimbursed for reasonable out-of-pocket expenses incurred. On June 24, 2016, Heller Draper received a retainer in the amount of $77,254.01 from the Debtor. Heller Draper also received $375.99 on June 24, 2016 from Louisiana Liquid Services, LLC. The retainer was placed in a trust account. Heller Draper applied $20,000 from the retainer for services rendered and expenses incurred in contemplation of and prior to the filing, which included the $1,717 chapter 11 filing fee. Douglas S. Draper, member of Heller Draper, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Heller Draper can be reached at: Douglas S. Draper, Esq. HELLER, DRAPER, PATRICK, HORN & DABNEY, LLC 650 Poydras Street, Suite 2500 New Orleans, LA 70130 Tel: (504) 299-3300 E-mail: ddraper@hellerdraper.com Headquartered in Eunice, Louisiana, Louisiana Crane & Construction, L.L.C., fka Louisiana Crane Company, LLC, filed for Chapter 11 bankruptcy protection (Bankr. W.D. La. Case No. 16-50876) on June 27, 2016, estimating its assets at up to $50,000 and its liabilities at between $10 million and $50 million. The petition was signed by Douglas D. Marcantel, chief financial officer. Judge Robert Summerhays presides over the case. Michael A. Crawford, Esq., who has an office in Baton Rouge, Louisiana, and Barry W. Miller, Esq., at Heller, Draper, Patrick, Horn & Dabney, LLC, serve as the Debtor's bankruptcy counsel. M SPACE HOLDINGS: Court Issues Final Order Authorizing Cash Use --------------------------------------------------------------- Judge Joel T. Maker of the U.S. Bankruptcy Court for the District of Utah issued a Final Order authorizing M Space Holdings, LLC to use the cash collateral of Agent PNC Bank, National Association and the Debtor's secured lenders. As of the Petition Date, the Debtor is indebted to the Secured Parties in the principal amount of $59,678,225, plus prepetition interest, fees, expenses and other amounts arising under the Prepetition Credit Agreement. Judge Maker acknowledged that it is in the best interest of the Debtor's estate that it be allowed to use the Prepetition Collateral and Cash Collateral, and to grant adequate protection to the interests of the Agent in the Prepetition Collateral, on a final basis. The approved Budget covers a six-month period, from May through October 2016. The Budget provides for total operating expenses in the amount of $1,927,000 and total critical non-operating expenses in the amount of $2,437,000. The operating expenses include, among others, payroll and healthcare, contractor fees, facility rents/leases, and property taxes. The critical non-operating expenses include, among others, severance payments to critical employees, professional fees, and the return of security deposits. A full-text copy of the Order, dated July 19, 2016, is available at https://is.gd/rfLeHf PNC Bank, National Association and HSBC are represented by: Joshua I. Divack, Esq. HAHN & HESSEN LLP 488 Madison Avenue New York, NY 10022 Telephone: (212)478-7340 Facsimile: (212)478)7400 Email: jdivack@hahnhessen.com The Official Committee of Unsecured Creditors is represented by: Janet D. Gertz, Esq. COOLEY LLP 4401 Eastgate Mall San Diego, CA 92121-1909 Telephone: (858)550-6128 Facsimile: (858)550-6420 Email: jgertz@cooley.com About M Space Holdings, LLC. M Space Holdings, LLC, is a provider of turnkey complex modular space solutions. The Debtor sought protection under Chapter 11 (Bankr. D. Utah Case No. 16-24384) on May 19, 2016. The petition was signed by Jeffrey Deutschendorf, chief executive officer and president. The Debtor is represented by Mona L. Burton, Esq., Sherilyn A. Olsen, Esq., and Ellen E. Ostrow, Esq., at Holland & Hart LLP. The case is assigned to Judge Joel T. Marker. The Debtor's asset Liquidator is Gordon Brothers Commercial & Industrial, LLC. The Debtor estimated both assets and liabilities in the range of $50 million to $100 million. M. SANNUTI DEVELOPMENT: Voluntary Chapter 11 Case Summary --------------------------------------------------------- Debtor: M. Sannuti Development, Inc. 999 Street Road Southampton, PA 18966 Case No.: 16-15123 Chapter 11 Petition Date: July 20, 2016 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Ashely M. Chan Debtor's Counsel: Jon M. Adelstein, Esq. ADELSTEIN & KALINER, LLC Penn's Court 350 South Main Street, Suite 105 Doylestown, PA 18901 Tel: (215) 230-4250 Fax: (215) 230-4251 E-mail: jadelstein@adelsteinkaliner.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael L. Sannuti, member of Faith SSP, LLC, shareholder. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. M2J2 LLC: Hires Nathan Horowitz as Attorney ------------------------------------------- M2J2, LLC seeks permission from the U.S. Bankruptcy Court for the Southern District of New York to employ Nathan Horowitz, Esq. as attorney. The Debtor requires Mr. Horowitz to: (a) prepare and finalize Schedules, the Statement of Financial Affairs, and other documents required under the Bankruptcy Code and by the Office of the U.S. Trustee; (b) examine claims filed herein, priority tax claims of the various taxing agencies and executory leases, and to institute the necessary proceedings and objections to said claims in order to establish the validity and the amounts due and also general unsecured creditors' claims, and to conduct negotiations and prepare all requisite documents in connection with adjustments effected and any agreements with respect to the terms, provisions and conditions of the payment of said claims; (c) give the Debtor all legal advice with respect to its power and duties as Debtor-in-possession, in the continued operation of their business and management of their property; (d) take the necessary legal steps to enjoin and stay, until final decree herein, pending actions and proceedings or actions or proceedings hereinafter instituted or to permit the Debtor to prosecute actions in other courts; (e) prepare, on behalf of the Debtor as Debtor-in-possession, necessary petitions, answers, orders, reports, and other legal papers; (f) perform all other legal services for the Debtor, as Debtor- in-Possession, which may be necessary or desirable herein, from all of which it is readily apparent that it is necessary for the Debtor as Debtor-in-possession to employ an attorney for the rendition of such professional services; (g) represent the Debtor in connection with negotiations with the mortgage holder, for the borrowing of funds and the issuance of orders thereon, as well as the certificates of indebtedness in connections with the renegotiation of existing contracts and in connection with all contracts and agreements by and between the Debtor and all third parties, in connection with the continuation of business and the use of cash collateral, the borrowing of funds and in the entering into of new contracts and commitments on the part of your Petitioner; (h) examine into the status and merits of all executory contracts and to institute all proceedings to disaffirm and reject all burdensome and disadvantageous contracts, to institute proceedings, and to determine and fix the liability of the Debtor upon all executory contracts that may be rejected; (i) institute proceedings and determine the status, validity and amount due on all disputed claims, particularly with respect to contracts and executory contracts, the validity of which may be subject to questions, or with respect to such contracts as may be burdensome and rejected by the Debtor; (j) institute proceedings for sale of property of the Estate; (k) prepare and file Applications for the retention of other professionals; and (l) file proceedings pursuant to 11 U.S.C. section 105. All services in Chapter 11 will be based on the usual time charges of $135 per hour for an associate and $400 per hour for Mr. Horowitz or attorney with similar experience and skills; and $450 per hour for court appearances, contested hearings or trials. Mr. Horowitz will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Horowitz assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Bankruptcy Court will hold a hearing on the application on August 5, 2016, at 12:00 noon. Mr. Horowitz can be reached at: Nathan Horowitz, Esq. One Barker Avenue, 3rd Floor White Plains, NY 10601 Tel: (914) 684-0551 E-mail: nathan@nathanhorowitzlaw.com About M2J2 LLC M2J2 LLC, based in Bedford, N.Y., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-22876) on June 28, 2016. The Hon. Robert D. Drain presides over the case. Nathan Horowitz, Esq. as bankruptcy counsel. In its petition, the Debtor has $2.75 million in total assets and $1.12 million in total liabilities. The petition was signed by Meredith F. Troy, sole member. MATT HORN: Pennsylvania Property Sale Approved ---------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York entered an order authorizing Matt Horn and Veronica Horn to: (x) sell their property known as 325 Jefferis Road, Dowingtown, Pennsylvania, pursuant to the Standard Agreement for the Sale of Real Estate between the Debtors and Nathan and Nicole Hoffman; and (y) retain Tom Burlington of Duffy Real Estate - St. Davids and Jamie Wagner of Re/Max Action Associates as real estate brokers for procuring the sale. The sale of the Property is free and clear of all liens, claims, interests and encumbrances. The Court further authorized and directed the Debtors to execute the following: a. pay the proceeds of the sale of the Property at the closing of the sale to satisfy the existing valid first mortgage debt held by Wells Fargo, transfer taxes, if any, title pick-up fees, if any, title fees, if any, all open real estate taxes, if any, the foregoing Brokers' commissions, and any other reasonable and/or necessary expenses of such sale; provided, that if any of the foregoing amounts are in dispute, the Debtors will cause the disputed amount(s) to be placed in escrow subject to further order of the Court or resolution by the parties; b. pay the Brokers an aggregate 6% commission from the proceeds of the sale of the Property under the Purchase Contract at the closing of such sale, without the need for further Court order. c. to use up to $50,000 to preserve, repair and improve their Vermont property, on the condition that the Debtors file Monthly Operating Reports for the months of October, 2015 through June, 2016 with the Court before they may use any such funds; and d. to deliver the remaining balance of the sale proceeds, if any, to Barr Legal PLLC, to be held in escrow pending further order of the Court. Matt Horn and Veronica Horn sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 13-23284) on Aug. 2, 2013. Harvey S. Barr, Esq., serves as the Debtors' counsel. MC FLATBED: Exclusive Solicitation Period Extended to Aug. 15 ------------------------------------------------------------- The Hon. Carl L. Bucki of the U.S. Bankruptcy Court for the Western District of New York has extended MC Flatbed and Towing Service Inc.'s time to have a plan of reorganization confirmed to Aug. 15, 2016. The Court ordered that the Debtor file an Amended Disclosure Statement and Plan by July 31, 2016. A hearing on the extension was held on July 11, 2016. Thomas Denny, Esq., appeared on behalf of the Debtor, in support of the motion. Bernard Schenkler, Esq., of Woods Oviatt & Gilman LLP appeared on behalf of Northland Credit Corporation, a secured creditor of the Debtor, in opposition to the Debtor's motion. Joseph Allen, Esq., appeared on behalf of the U.S. Trustee. On careful consideration of the Debtor's motion, the written opposition of Northland Credit Corporation, and all the arguments of counsel, the Court granted the debtor's motion, in part. MC Flatbed and Towing Service Inc. filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 15-11561) on July 22, 2015. Thomas Denny, Esq., at the Law Office of Thomas Denny serves as the Debtor's bankruptcy counsel. MCELRATH LEGAL HOLDINGS: Taps Gary W. Short as Legal Counsel ------------------------------------------------------------ McElrath Legal Holdings LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire The Law Firm of Gary W. Short as its legal counsel. The services to be provided by the firm include analyzing the Debtor's financial situation; representing the Debtor at court hearings and meetings with creditors; preparing legal papers; and representing the Debtor in adversary proceedings. The firm will be paid $275 per hour for its services. The Law Firm of Gary W. Short does not represent any interest adverse to the Debtor or its estate, according to court filings. The firm can be reached through: Gary W. Short, Esq. The Law Firm of Gary W. Short 212 Windgap Road Pittsburgh, PA 15237 Phone: (412) 765-0100 Fax: (412) 536-3977 Email: garyshortlegal@gmail.com About McElrath Legal Holdings McElrath Legal Holdings LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W. D. Pa. Case No. 16-22568) on July 11, 2016. MEDIMEDIA USA: Moody's Withdraws Caa1 Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service has withdrawn all ratings and LGD assessments of MediMedia USA, Inc. following full repayment of its senior secured credit facilities on July 1, 2016. RATINGS RATIONALE MediMedia's ratings were withdrawn because MediMedia no longer has rated debt outstanding. The following ratings and assessments were withdrawn: Corporate Family Rating -- Caa1 Probability of Default Rating -- Caa1-PD -- $25 million Senior Secured Revolving Credit Facility maturing May 2018 -- B2 (LGD2) -- Senior Secured 1st lien term loan maturing November 2018 -- B2 (LGD2) -- Senior Secured 2nd lien term loan maturing November 2019 – Caa2 (LGD5) Outlook, changed to Withdrawn from Negative Headquartered in Yardley, Pennsylvania, MediMedia USA, Inc. (MediMedia) provides health information and services that inform consumers, physicians, and other healthcare decision makers. The company is primarily owned by Vestar Capital Partners. MOUNT TAM: Resolves Default Under Buck Institute License Agreement ------------------------------------------------------------------ Mount Tam Biotechnologies, Inc., has resolved a default condition pursuant to the License Agreement with The Buck Institute for Research on Aging, executing an amendment with The Buck that modifies the License and Collaboration Agreement between these parties that cures this default and which fully extends the Field of Use for key assets licensed from the Buck. As described in the Annual report on Form 10-K filed with the SEC on April 14, 2016, on October 12, 2015, The Buck Institute delivered to the Company a letter stating that it had not performed certain covenants set forth in The Buck Institute License Agreement, including certain payment obligations. To resolve the covenant challenges and to further strengthen Mount Tam's portfolio opportunities, Mount Tam and the Buck have entered into an Amendment to the License and Collaboration Agreement whereby Mount Tam has made total payments of $51,706 in exchange for extinguishing $326,796 in obligations to The Buck Institute. The Amendment states that with this payment all outstanding payments owed to the Buck have been settled. This Agreement also temporarily halts the Research Collaboration until additional aggregate financing of $2MM is received by Mount Tam following the effective date of the Agreement. Once this financing is achieved, the Research Collaboration will restart in full and continue for a period of 21 months with the potential for extension. Another important aspect of this amendment is that it expands the field of use for Licensed Compounds to any and all conditions, human and veterinary. Prior to this, Mount Tam's field had been restricted to autoimmune disorders. Richard Marshak, Mount Tam CEO states, "This Agreement is a major step for us, helping to assure the successful continuation of our Research Collaboration with the Buck Institute and also expanding our field of use to all therapeutic applications. We remain committed to the autoimmune space and we are excited to now have the opportunity to explore how our compounds might help meet unmet need across the wide range of disease states where mTOR modulators have potential application." About Mount Tam Biotechnologies, Inc. Mount Tam Biotechnologies, Inc. -- http://www.MountTamBiotech.com/ -- was established to develop, optimize and bring to market leading medical compounds to better the health and well being of millions of people who have been affected by autoimmune diseases. The organization's most advanced product focuses on the treatment of systemic lupus erythematosus (SLE). Mount Tam has partnered with the world-renowned Buck Institute for Research on Aging through a worldwide exclusive licensing and collaboration agreement. The assets, which are focused on autoimmune diseases, are highly target-specific polyketides -- a class of compounds with an extremely successful track record with the FDA drug approval process. The assets are supported by intellectual property consisting of over 45 worldwide issued patents and patent applications, including composition of matter, manufacturing and therapeutic area applications. Mount Tam intends to apply its first and most advanced asset, TAM-01, to the Investigational New Drug (IND) application phase of the FDA. It has already completed non-GLP pre-clinical development. The primary focus is to develop TAM-01 for the treatment of systemic lupus erythematosus (SLE) in an expanding orphan drug market. Mount Tam will use the R&D conducted on TAM-01 as the core science for additional assets, including its second product known as TAM-02, which is currently focused on multiple sclerosis (MS). NANOSPHERE INC: Suspending Filing of Reports with SEC ----------------------------------------------------- Nanosphere, Inc., has suspended its reporting obligations under Section 15(d) of the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the Securities and Exchange Commission on July 19, 2016. On May 15, 2016, Nanosphere, Luminex Corporation, and Commodore Acquisition, Inc., a wholly-owned subsidiary of Luminex, entered into an Agreement and Plan of Merger. The Agreement contemplated that Purchaser would be merged with and into the Company and that the Company would survive the Merger as a wholly owned subsidiary of Luminex. The Merger became effective on June 30, 2016, as a result of filing a Certificate of Merger with the Secretary of State of the State of Delaware. 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. NATIONAL CINEMEDIA: Interim Co-CFO Gets $50,000 Retention Bonus --------------------------------------------------------------- National CineMedia, Inc., on Jan. 29, 2016, entered into a Retention Bonus Agreement with David J. Oddo, the Company's senior vice president, finance and interim co-chief financial officer. Pursuant to the Retention Agreement, the Company agreed to pay Mr. Oddo a cash bonus of up to $50,000, conditioned on him remaining an employee of the Company during all or part of the period which began on Jan. 19, 2016, and ended on July 19, 2016. Mr. Oddo has remained in the Company's employ through the entire Agreement Term and is, therefore, entitled to payment of the entire Retention Bonus. Mr. Oddo continues to be employed by the Company following the Agreement Term. About National CineMedia National CineMedia, Inc., is the holding company of National CineMedia, LLC. NCM LLC operates the largest digital in-theatre network in North America, allowing NCM to distribute advertising, Fathom entertainment programming events and corporate events under long-term exhibitor services agreements with American Multi-Cinema Inc., a wholly owned subsidiary of AMC Entertainment Inc.; Regal Cinemas, Inc., a wholly owned subsidiary of Regal Entertainment Group; and Cinemark USA, Inc., a wholly owned subsidiary of Cinemark Holdings, Inc. NCM LLC also provides such services to certain third-party theater circuits under "network affiliate" agreements, which expire at various dates. For the year ended Dec. 31, 2015, the Company reported net income attributable to the Company of $15.4 million on $447 million of revenue compared to net income of $13.4 million on $394 million of revenue for the year ended Jan. 1, 2015. As of Dec. 31, 2015, National Cinemedia had $1.08 billion in total assets, $1.25 billion in total liabilities and a $171.7 million total deficit. * * * As reported by the TCR on March 24, 2011, Standard & Poor's Ratings Services raised its corporate credit ratings on Centennial, Colorado-based National CineMedia Inc. and operating subsidiary National CineMedia LLC (which S&P analyzes on a consolidated basis) to 'BB-' from 'B+'. "The 'BB-' corporate credit rating reflects S&P's expectation that NCM's EBITDA growth will enable the company to continue to de-lever over the intermediate term despite its aggressive dividend policy," said Standard & Poor's credit analyst Jeanne Shoesmith. NET DATA: Exclusive Plan Filing Deadline Moved to Aug. 1 -------------------------------------------------------- The Hon. Sheri Bluebond of the U.S. Bankruptcy Court for the Central District of California has extended, at the behest of Net Data Centers, Inc., the Debtor's exclusive plan filing and plan acceptance exclusivity periods to Aug. 1, 2016, and Sept. 30, 2016, respectively. As reported by the Troubled Company Reporter on June 3, 2016, the Debtor made the extension request specifically to facilitate the mediation among key constituencies rescheduled (for a second time) and finally held on May 26 and May 27, 2016, before retired U.S. Bankruptcy Judge Mitchel R. Goldberg. The mediation was originally scheduled for Feb. 10 and 11, 2016, but during the week just prior to the mediation, the parties' original mediator, former U.S. Bankruptcy Judge John E. Ryan, became ill and advised the parties of his immediate unavailability, thereby necessitating the postponement of the planned mediation. The Chapter 11 case status hearing and disclosure statement approval hearing presently set for July 6, 2016, at 2:00 p.m. are continued to Sept. 7, 2016, at 2:00 p.m., per court order entered on May 27, 2016. The Debtor will file an updated status report with the Court by Aug. 23, 2016, to report on the results of the May 2016 mediation and other pertinent matters. About Net Data Centers Net Data Centers, Inc., filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 15-12690) on Feb. 23, 2015. Pervez P. Delawalla, the president & CEO, signed the petition. The Hon. Sheri Bluebond is assigned to the case. William F Govier, Esq., at Lesnick Prince & Pappas LLP, serves as counsel to the Debtor. The Debtor disclosed, in its amended schedules, $9,566,908 in assets and $13,352,373 in liabilities. In its original schedules, the Debtor disclosed $9,110,070 in assets and $5,236,687 in liabilities. The U.S. trustee appointed three creditors to serve on the Official Committee of Unsecured Creditors. The Committee is represented by Buchalter Nemer, APC. NEW HORIZONS HEALTH: Owenton KY Property Sale Approved ------------------------------------------------------ Judge Gregory R. Schaaf of the U.S Bankruptcy Court for the Eastern District of Kentucky, Frankfurt Division, authorized New Horizons Health Systems, Inc. -- dba New Horizons Medical Center, dba New Horizons Family Practice -- to sell its real property located at 326 Roland Avenue, Owenton, Kentucky ("Real Property") to NKY MHMR Properties, Inc. for $112,500, subject to the completion of an inspection satisfactory to the buyer. The sale of the Real Property is free and clear of all Liens and Claims. All sale proceeds attributable to the purchase price for sale of the Real Property will be paid to the Debtor until further orders of the Court. The Debtor will hold such Sale Proceeds in counsel's escrow account and will not use or otherwise distribute those proceeds without further order of the Court after notice and a hearing. About New Horizons Health Systems Headquartered in Owenton, Kentucky, New Horizons Health Systems, Inc. -- dba New Horizons Medical Center, dba New Horizons Family Practice -- operates the Owen County Hospital. The hospital serves the counties of Owen, Gallatin, and Carroll and has operated continually since 1951. New Horizons Health Systems, Inc., filed for Chapter 11 bankruptcy protection (Bankr. E.D. Ky. Case No. 15-30235) on May 29, 2015, estimating its assets at between $1 million and $10 million and liabilities at between $10 million and $50 million. The petition was signed by Bernard T. Poe, president. Judge Gregory R. Schaaf presides over the case. Ellen Arvin Kennedy, Esq., at Dinsmore & Shohl LLP serves as the Company's bankruptcy counsel. Kelley S. Gamble, CPA, is the Company's accountant. An official committee of unsecured creditors has been appointed in the case. NITRO PETROLEUM: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Nitro Petroleum, Inc. 3131 E Camelback Rd, Suite 211 Phoenix, AZ 85016 Case No.: 16-08288 Chapter 11 Petition Date: July 20, 2016 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Scott H. Gan Debtor's Counsel: Adam E. Hauf, Esq. HAUF LAW, PLC. 4225 W Glendale Avenue Suite A-104 Phoenix, AZ 85051 Tel: 623-252-0742 Fax: 623-321-2310 E-mail: adam@hauflaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dennis W. Miller, authorized representative. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. NOVATION COMPANIES: Case Summary & 20 Top Unsecured Creditors ------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Novation Companies, Inc. 16-19745 dba NovaStar Financial, Inc. 2114 Central Street, Suite 600 Kansas City, MO 64108 Tel: 816.237.7685 Fax: 913.748.8913 NovaStar Mortgage, LLC 16-19747 NovaStar Mortgage Funding Corporation 16-19748 2114 Central, LLC 16-19749 Type of Business: Engaged in the business of acquiring various businesses Chapter 11 Petition Date: July 20, 2016 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Hon. David E. Rice Debtors' Counsel: Joel I. Sher, Esq. SHAPIRO SHER GUINOT & SANDLER, P.A. 250 W. Pratt Street, Suite 2000 Baltimore, MD 21201 Tel: (410) 385-4277 Fax: (410) 539-7611 Email: jis@shapirosher.com - and - OLSHAN WOLOSKY LLP Debtors' ORRICK, HERRINGTON & SUTCLIFFE LLP Special Litigation Counsel: Total Assets: $33 million Total Debts: $91 million The petition was signed by Rodney E. Schwatken, chief executive officer. List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Kodiak CDO I, Ltd. Series 3 Senior $31,579,459 c/o Kodiak Capital Management Note Due 2033 Company, LLC 2107 Wilson Boulevard, Suite 400 Arlington, VA 22201 Emmanuel J. Freidman Chief Operating Officer EJF Capital LLC 2107 Wilson Blvd, Suite 410 Arlington, VA 22201 www.ejfcap.com Taberna Preferred Funding I, Ltd. Series 1 Senior $28,070,630 c/o Taberna Capital Management, LLC Note due 2033 2929 Arch Street, 17th Floor Philadelphia, PA 19104 Morgan J. McClure Fortress Investment Group 3290 Northside Pkwy NW, Suite 350 Atlanta, GA 30327 (O): 404-264-4780 (M): 404-934-3670 mmcclure@fortess.com Taberna Preferred Funding II, Ltd. Series 2 Senior $28,070,630 c/o Taberna Capital Management, LLC Note due 2033 2929 Arch Street, 17th Floor Philadelphia, PA 19104 Morgan J. McClure Frotress Investment Group 3290 Northside Pkwy NW, Suite 350 Atlanta, GA 30327 Tel: 404-264-4780 Fax: 404-934-3670 mmcclure@fortess.com James and Robin Heniges Damage Claim $75,000 Email: amastellar@rinkenoonan.com StreetLinks LLC Contract Debt $41,736 Shoretel Inc. Contract Debt $19,000 Broadway Square Partners Contract Debt $17,201 lawhitman@mcrealtyus.com Underground Vaults & Storage Contract Debt $11,000 Email: shelley.stanley@ undergroundvaults.com Wells Fargo Litigation Claim Undetermined Email: trice@stblaw.com Deutsche Bank Securities, Inc. Litigation Claim Undetermined Email: trice@stblaw.com National Credit Union Litigation Claim Undetermined Administration Board Email: dfrederick@khhte.com Deutsche Bank National Litigation Claim Undetermined Trust Company Email: zrosenbaum@lowenstein.com Iowa Public Employees' Litigation Claim Undetermined Retirement System Email: clometti@cohenmilstein.com New Jersey Carpenters Litigation Claim Undetermined Health Fund Email: clometti@cohenmistein.com The Royal Bank of Scotland Litigation Claim Undetermined Group, plc Email: trice@sbtlaw.com Greenwich Capital Litigation Claim Undetermined Markets, Inc. Email: trice@stblaw.com Gregory S. Metz Indemnification Undetermined Email: walderman@orrick.com Claim Mark Herpich Indemnification Undetermined Email: walderman@orrick.com Claim W. Lance Anderson Indemnification Undetermined Email: walterman@orrick.com Claim Scott F. Hartman Indemnification Undetermined Email: walderman@orrick.com Claim NOVATION COMPANIES: Files Chapter 11 Bankruptcy Petition -------------------------------------------------------- Novation Companies, Inc. (otcqb:NOVC) on July 20, 2016, disclosed that it and certain of its subsidiaries filed voluntary petitions for chapter 11 business reorganization in the U.S. Bankruptcy Court for the District of Maryland (Baltimore Division). Novation's board of directors unanimously determined that a chapter 11 reorganization is in the best interest of the Company and its stakeholders. The process allows Novation and its subsidiaries to continue normal business operations while restructuring the Company's finances and contractual obligations. Novation has significant liquid assets and net operating losses that the Company expects to preserve during the chapter 11 process. The Company has engaged a financial advisor to review financial and strategic alternatives. The Company and the advisor are working to acquire a profitable operating business in order to maximize its return to all creditors and stakeholders. The Company will seek to restructure its obligations or have its obligations, primarily those under its senior unsecured notes, reinstated. The Company also intends to vigorously defend and seek to determine the claims asserted in existing lawsuits for which the Company and its subsidiaries believe they have meritorious defenses. The Company will honor all post-petition obligations during chapter 11 in the ordinary course, including obligations to employees. Novation will file monthly operating reports with the bankruptcy court and continue to file quarterly and annual reports with the U.S. Securities and Exchange Commission (the "SEC"). The Company and its board of directors are being advised by Oberon Securities, LLC, Olshan Frome Wolosky LLP and Shapiro Sher Guinot & Sandler, P.A. About Novation Companies, Inc. Novation Companies, Inc. -- http://www.novationcompanies.com/-- is in the process of implementing its strategy to acquire operating businesses or making other investments that generate taxable earnings. NOVATION COMPANIES: Seeks to Reject Two Unexpired Leases -------------------------------------------------------- Novation Companies, Inc, et al., ask the Bankruptcy Court for permission to reject two unexpired leases to which NCI is a lessee. NCI has determined that the Leases are burdensome, provided no economic value to the estates, and are not necessary for its restructuring efforts. NCI is a subtenant to a sublease agreement, dated as of April 15, 2014, between itself and Streetlinks LLC for property located at 5701 East Hillsborough Avenue, Suite 1100, in Tampa, Florida. NCI is also a lessee to an equipment lease, dated as of Aug. 21, 2012, between itself and Richo Americas Corporation, provided by GE Capital Information Technology Solutions, for a printer copier. "The Tampa Property and Equipment are no longer necessary to NCI's ongoing business operations and present a burdensome liability," according to Joel I. Sher, Esq., at Shapiro Sher Guinot & Sandler, one of the Debtors' attorneys. NCI expects to save approximately $988,000 (the total due for the remainder of the Tampa Sublease and the termination quote for the Equipment Lease) by rejecting the Leases. In addition, if NCI determines that any property located at the Tampa Property has little or no value, or that the preservation thereof will be burdensome to the estates compared with the expense of removing and storing such property, NCI seeks authorization, in its sole discretion, to abandon such property pursuant to Section 554 of the Bankruptcy Code. About Novation Companies, Inc. Novation Companies, Inc. -- http://www.novationcompanies.com/-- is in the process of implementing its strategy to acquire operating businesses or making other investments that generate taxable earnings. Novation Companies, Inc., NovaStar Mortgage, LLC, NovaStar Mortgage Funding Corporation and 2114 Central, LLC each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case Nos. 16-19745, 16-19747, 16-19748 and 16-19749, respectively) on July 20, 2016. The petition was signed by Chief Executive Officer Rodney E. Schwatken. In its petition, NCI lists assets of $33 million and liabilities of $91 million. The Debtors have hired the law firms of Shapiro Sher Guinot & Sandler, P.A. and Olshan Wolosky LLP as counsel. Orrick, Herrington & Sutcliffe LLP represents the Debtors as special litigation counsel. The cases are assigned to Judge David E. Rice. OLIN VIRTUAL: Wants Plan Filing Period Extended to Nov. 17 ---------------------------------------------------------- Olin Virtual Academy asks the U.S. Bankruptcy Court for the Central District of California to (i) extend the exclusive period in which only the Debtor may file a plan by 90 days, from Aug. 19, 2016, to Nov. 17, 2016; and (ii) extend the exclusive period in which only the Debtor may solicit acceptances to a plan by 90 days from Oct. 18, 2016, to Jan. 16, 2017. A hearing on the Debtor's request is set for Aug. 9, 2016, at 10:00 a.m. At the outset of its Chapter 11 case, the Debtor committed itself to: (a) maximize the value of its assets as a going concern; (b) cooperate with its creditors and all other involved parties; and (c) conclude this bankruptcy case as quickly and cost effectively as possible. Specifically, the Debtor continued to operate it business with the challenges of operating in a Chapter 11 case. It has continued to operate the School and generate income as a going concern and seek out ways to increase student enrollment to ensure that it will remain profitable through confirmation and beyond. At the same time, the Debtor was required to satisfy all of the time-consuming Chapter 11 bankruptcy administrative requirements. The Debtor has spent significant time addressing early issues including filing first day motions related to payroll and continued use of cash management system and certain bank. Moreover, the Debtor also recently filed a motion to limit notice of certain matters requiring notice to creditors pursuant to Rules 2002 and 9007 of the Federal Rules of Bankruptcy Procedure. Additionally, the Debtor has been heavily engaged with working on consensual plan treatment with creditors including K12. Thus, the Debtor has been busy operating its business, complying with the Chapter 11 bankruptcy administrative requirements and pursuing discussions with its creditors to maximize the value of the Debtor's estate going forward for the benefit of all interested parties. As a result, the Debtor has not had sufficient time or resources to devote to finalizing and preparing a plan of reorganization. The Debtor has scheduled various claims as disputed since some of these claims are related to unresolved state court litigation and are disputed by the Debtor. Some of the potential claims against the Debtor could result in significant litigation requiring complex issues of both bankruptcy and state law. Furthermore, the Debtor continues to operate a business that has generated as much as $5,448,571.00 per year and has over 30 employees and staff. Thus, the size and the complexity of the issues present in this case weighs in favor of the Court granting this motion under the first Dow Corning factor. The Debtor has not had sufficient time to negotiate plan provisions and prepare adequate information for creditors and other parties in interest. To the contrary, the entire case has been pending for less than 100 days and "the period for pure negotiating has not been nearly as long." The Debtor believes it is current with all of its post-petition financial obligations. Moreover, the Debtor has fully complied with all or nearly all reporting and other requirements imposed by the Bankruptcy Code, Bankruptcy Rules, Local Rules, and the U.S. Trustee Guidelines. The Debtor's counsel can be reached at: LAW OFFICES OF LANGLEY & CHANG Steven P. Chang, Esq. Christopher Langley, Esq. David S. Shevitz, Esq., Of Counsel 4158 14TH Street, Riverside, CA 92501 Tel: (951) 383-3388 Fax: (877) 483-4434 E-mail: schang@spclawoffice.com chris@langleylegal.com david@rsbankruptcy.com About Olin Virtual Olin Virtual Academy filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 16-11187) on April 20, 2016. The petition was signed by Ramon Miramontes, president. The Hon Martin R. Barash presides over the case. The Debtor estimated assets of $1 million to $10 million and estimated liabilities of $100,000 to $500,000. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb16-11187.pdf OLLARD SQUARE: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Ollard Square, Ltd. 999 Street Road Southampton, PA 18966 Case No.: 16-15124 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: July 20, 2016 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Stephen Raslavich Debtor's Counsel: Jon M. Adelstein, Esq. ADELSTEIN & KALINER, LLC Penn's Court 350 South Main Street, Suite 105 Doylestown, PA 18901 Tel: (215) 230-4250 Fax: (215) 230-4251 E-mail: jadelstein@adelsteinkaliner.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael L. Sannuti, member, Gen'l Partner Faith Forty-Four Realty, LLC. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. PEABODY ENERGY: Annual Report on 401(K) Plan Filed -------------------------------------------------- Peabody Energy Corporation filed with the Securities and Exchange Commission an Annual Report on Form 11-K for the fiscal year ended December 31, 2015, with respect to the Peabody Western-UMWA 401(K) Plan. According to the Report, net assets available for benefits at end of year total $12,174,750. St. Louis, Missouri-based UHY LLP audited the statements of net assets available for benefits of Peabody Western-UMWA 401(k) Plan as of December 31, 2015 and 2014, and the related statements of changes in net assets available for benefits for the years then ended. A copy of the Report is available at https://is.gd/cp2N5g About Peabody Energy Corporation Headquartered in St. Louis, Missouri, Peabody Energy Corporation claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the United States (U.S.) and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the U.S. Peabody posted a net loss of $1.988 billion for 2015, wider from the net loss of $777 million in 2014 and the $513 million net loss in 2013. At Dec. 31, 2015, the Company had total assets of $11.02 billion against $10.1 billion in total liabilities, and stockholders' equity of $918.5 million. On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The 154 cases are pending joint administration before the Honorable Judge Barry S. Schermer under Case No. 16-42529 in the U.S. Bankruptcy Court for the Eastern District of Missouri. As of the Petition Date, PEC has approximately $4.3 billion in outstanding secured debt obligations and $4.5 billion in outstanding unsecured debt obligations. The Debtors tapped Jones Day as general counsel; Armstrong, Teasdale LLP as local counsel; Lazard Freres & Co. LLC and investment banker Lazard PTY Limited as investment banker; FTI Consulting, Inc., as financial advisors; and Kurtzman Carson Consultants, LLC, as claims, ballot and noticing agent. The Office of the U.S. Trustee appointed seven creditors of Peabody Energy Corp. to serve on the official committee of unsecured creditors. The Committee is represented by Dimitra Doufekias, Esq., at Morrison & Foerster LLP and Sherry K. Dreisewerd, Esq., at Spencer Fane LLP. Michael J. Russano, Esq., at Davis Polk & Wardwell LLP is counsel to Citibank, N.A. as Administrative Agent and L/C Issuer under the Debtors' Postpetition Secured Credit Facility and as Administrative Agent, Swing Line Lender and L/C Issuer under the Debtors' Prepetition Secured Credit Facility. Laura Uberti Hughes, Esq., at Bryan Cave is the local counsel to Citibank, N.A. as Administrative Agent and L/C Issuer under the Postpetition Secured Credit Facility and as Administrative Agent, Swing Line Lender and L/C Issuer under the Prepetition Secured Credit Facility. PEABODY ENERGY: Annual Report on Employee Retirement Account Filed ------------------------------------------------------------------ Peabody Energy Corporation filed with the Securities and Exchange Commission an Annual Report on Form 11-K for the fiscal year ended December 31, 2015, with respect to the Peabody Investments Corp. Employee Retirement Account. According to the Report, net assets available for benefits at end of year total $863,850,000. St. Louis, Missouri-based UHY LLP audited the statements of net assets available for benefits of Peabody Investments Corp. Employee Retirement Account as of Dec. 31, 2015 and 2014, and the related statements of changes in net assets available for benefits for the years then ended. A copy of the Report is available at https://is.gd/T5IMvS About Peabody Energy Corporation Headquartered in St. Louis, Missouri, Peabody Energy Corporation claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the United States (U.S.) and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the U.S. Peabody posted a net loss of $1.988 billion for 2015, wider from the net loss of $777 million in 2014 and the $513 million net loss in 2013. At Dec. 31, 2015, the Company had total assets of $11.02 billion against $10.1 billion in total liabilities, and stockholders' equity of $918.5 million. On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The 154 cases are pending joint administration before the Honorable Judge Barry S. Schermer under Case No. 16-42529 in the U.S. Bankruptcy Court for the Eastern District of Missouri. As of the Petition Date, PEC has approximately $4.3 billion in outstanding secured debt obligations and $4.5 billion in outstanding unsecured debt obligations. The Debtors tapped Jones Day as general counsel; Armstrong, Teasdale LLP as local counsel; Lazard Freres & Co. LLC and investment banker Lazard PTY Limited as investment banker; FTI Consulting, Inc., as financial advisors; and Kurtzman Carson Consultants, LLC, as claims, ballot and noticing agent. The Office of the U.S. Trustee appointed seven creditors of Peabody Energy Corp. to serve on the official committee of unsecured creditors. The Committee is represented by Dimitra Doufekias, Esq., at Morrison & Foerster LLP and Sherry K. Dreisewerd, Esq., at Spencer Fane LLP. Michael J. Russano, Esq., at Davis Polk & Wardwell LLP is counsel to Citibank, N.A. as Administrative Agent and L/C Issuer under the Debtors' Postpetition Secured Credit Facility and as Administrative Agent, Swing Line Lender and L/C Issuer under the Debtors' Prepetition Secured Credit Facility. Laura Uberti Hughes, Esq., at Bryan Cave is the local counsel to Citibank, N.A. as Administrative Agent and L/C Issuer under the Postpetition Secured Credit Facility and as Administrative Agent, Swing Line Lender and L/C Issuer under the Prepetition Secured Credit Facility. PEABODY ENERGY: To Pay Taxes During Bankruptcy, Judge Rules ----------------------------------------------------------- Casper Star Tribune reported that a judge has allowed Peabody Energy to pay nearly $30 million in property taxes in four states while the coal company goes through bankruptcy reorganization. According to the report, the decision on July 20, 2016, in federal court in St. Louis should end uncertainty for a Colorado school district that began when Peabody missed a property tax payment in June. The state of Colorado has fronted the South Routt School District some $1 million in state funding because of the crisis, the report related. The property tax payments should help Wyoming schools as well, though indirectly, the report said. In Campbell County, Peabody has three open-pit mines and owes about $1.8 million in property and land taxes for 2015, the report further related. About 54 percent of that goes to the Campbell County School District, the report said. About Peabody Energy Corporation Headquartered in St. Louis, Missouri, Peabody Energy Corporation claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the United States (U.S.) and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the U.S. Peabody posted a net loss of $1.988 billion for 2015, wider from the net loss of $777 million in 2014 and the $513 million net loss in 2013. At Dec. 31, 2015, the Company had total assets of $11.02 billion against $10.1 billion in total liabilities, and stockholders' equity of $919 million. On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The 154 cases are pending joint administration before the Honorable Judge Barry S. Schermer under Case No. 16-42529 in the U.S. Bankruptcy Court for the Eastern District of Missouri. As of the Petition Date, PEC has approximately $4.3 billion in outstanding secured debt obligations and $4.5 billion in outstanding unsecured debt obligations. The Debtors tapped Jones Day as general counsel; Armstrong, Teasdale LLP as local counsel; Lazard Freres & Co. LLC and investment banker Lazard PTY Limited as investment banker; FTI Consulting, Inc., as financial advisors; and Kurtzman Carson Consultants, LLC, as claims, ballot and noticing agent. The Office of the U.S. Trustee appointed seven creditors of Peabody Energy Corp. to serve on the official committee of unsecured creditors. The Committee is represented by Dimitra Doufekias, Esq., at Morrison & Foerster LLP and Sherry K. Dreisewerd, Esq., at Spencer Fane LLP. Michael J. Russano, Esq., at Davis Polk & Wardwell LLP is counsel to Citibank, N.A. as Administrative Agent and L/C Issuer under the Debtors' Postpetition Secured Credit Facility and as Administrative Agent, Swing Line Lender and L/C Issuer under the Debtors' Prepetition Secured Credit Facility. Laura Uberti Hughes, Esq., at Bryan Cave is the local counsel to Citibank, N.A. as Administrative Agent and L/C Issuer under the Postpetition Secured Credit Facility and as Administrative Agent, Swing Line Lender and L/C Issuer under the Prepetition Secured Credit Facility. PHOENIX MANUFACTURING: Has Until Sept. 26 to Exclusively File Plan ------------------------------------------------------------------ The Hon. Eddward P. Ballinger Jr. of the U.S. Bankruptcy Court for the District of Arizona has extended, at the behest of Phoenix Manufacturing Partners, LLC, et al., the exclusive period for the Debtors to file a Joint Chapter 11 Plan and Disclosure Statement to Sept. 26, 2016. The Section 1121(c)(3) deadline will be Nov. 24, 2016. The bar date for filing proofs of claim or proofs of interest for creditors or equity holders whose claims or interests are not scheduled or are scheduled as disputed, contingent, or unliquidated is Aug. 12, 2016. As reported by the Troubled Company Reporter on June 24, 2016, the Debtors will file a Joint Chapter 11 Plan and Disclosure Statement in the case. To avoid confusion and any possible argument that one of the cases' exclusivity protection periods has lapsed, the Debtors submit that a single, fixed exclusivity deadline be established for all three cases. The Debtors urge the Court to set that deadline date as Sept. 26, 2016. About Phoenix Manufacturing Phoenix Manufacturing Partners LLC sought protection under Chapter 11 of the Bankruptcy Code in the District of Arizona (Phoenix) (Case No. 16-04898) on May 3, 2016. Its affiliates Joined Alloys, LLC, and DLS Precision Fab, LLC, filed for Chapter 11 protection (Case Nos. 16-06107 and 16-06109) on May 27, 2016. The petitions were signed by Joe Yockey, president & managing member. The cases are jointly administered under Case No. 16-04898 and are assigned to Phoenix Manufacturing estimated assets of $0 to $50,000 and debts of $10 million to $50 million. Joined Alloys and DLS Precision estimated both assets and liabilities in the range of $1 million to $10 million. PNCH ASSOCIATES: Hires Ciardi Ciardi as Counsel ----------------------------------------------- PNCH Associates, LLC seeks authorization from the U.S. Bankruptcy Court for the District of New Jersey to employ Ciardi Ciardi & Astin as counsel. The Debtor requires Ciardi Ciardi to: (a) give legal advice to the Debtor with respect to its powers and duties as Debtor-in-Possession; (b) prepare all motions, applications, answers, orders, reports and other legal papers as necessary; and (c) perform all other legal services for the Debtor. Ciardi Ciardi will be paid at these hourly rates: Partners $485-$545 Of Counsel $385-$450 Associates $250-$300 Paralegals $120-$180 Ciardi Ciardi will also be reimbursed for reasonable out-of-pocket expenses incurred. The principals of the Debtor have agreed to advance a retainer from their own funds of $33,000 on or before August 31, 2016. Albert A. Ciardi, III, member of Ciardi Ciardi, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Ciardi Ciardi can be reached at: Albert A. Ciardi, III, Esq. CIARDI CIARDI & ASTIN One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Tel: (215) 557-3550 Fax: (215) 557-3551 E-mail: aciardi@ciardilaw.com PNCH Associates, LLC, commenced a Chapter 11 bankruptcy case (Bankr. D.N.J. Case No. 16-21540) on June 14, 2016. Ciardi Ciardi & Astin, P.C. serves as counsel to the Debtor. PONYPIC LLC: Allowed to Use Cash Collateral on a Final Basis ------------------------------------------------------------ Judge Erik P. Kimball, of the U.S. Bankruptcy Court for the Southern District of Florida, authorized Ponypic, LLC to use cash collateral on a final basis. Judge Kimball authorized the Debtor to use ARCPE 1, LLC's cash collateral, consisting of cash in the Debtor's accounts and cash coming into the Debtor's accounts, for the pendency of the case, to pay expenses set forth in the Budget. The approved one-month Budget provides for the payment of expenses in the amount of $912.83. The expenses include bank fees, taxes, common area maintenance fees, professional fees, and U.S. Trustee fees. ARCPE will receive, as adequate protection: (a) replacement liens against all collateral that had been pledged to it prior to the commencement of the case; (b) copies of reports filed with the Office of the U.S. Trustee; and (c) adequate protection payments from Debtor Patriot Flooring Supplies, Inc. in the amount of $13,358.30. A full-text copy of the Order, dated July 19, 2016, is available at https://is.gd/0eCilN About Ponypic LLC. Patriot Flooring Supplies, Inc. and Ponypic, LLC filed Chapter 11 petitions (Bankr. S.D. Fla. Case Nos. 16-18984 and 16-18986) on June 24, 2016. The petitions were signed by Steven Hart, president. The Debtors are represented by Eric A. Rosen, Esq., at Fowler White Burnett, P.A. The cases are assigned to Judge Erik P. Kimball. Patriot Flooring estimated total assets at $3.61 million and total debts at $4.03 million. PRATT WELL: Servicing Equipment Auction on Aug. 25 -------------------------------------------------- Pratt Well Service, Inc., filed with U.S. Bankruptcy Court for the District of Kansas disclosing a sale of its oil and gas servicing equipment, including vehicles associated with the same, at public auction. The sale will not include any oil and gas production interests (leases, wells, working interests) nor any of the Debtor's real estate. In addition, a limited amount of equipment will be retained for servicing of the Debtor's own production interests. A complete list of items to be sold will be made available in advertising by Kruse Energy & Equipment Auctioneers, LLC. The public auction will be held on Aug. 25, 2016 at 9:00 a.m. (CST) at Pratt Area 4-H Center, Pratt County Fairgrounds, 81 Lake Road, Kansas, and by internet at the same time by logging onto: http://www.kruseenergy.com/or http://www.ironplanet.com/ From the proceed, the Debtor intends to pay in this order: (a) the costs of the sale, (b) any valid ad valorem taxes, (c) the liens of Intrust and 1st National Bank, and (d) the balance, if any, will be held pending subsequent order of the Court. Costs of the sale include: i. J. michael Morris, Debtor's Attorneys Fee - $2,000 ii. Klenda Austerman, LLC (expenses) - $_____ iii. Court Motion Fee - $176 iv. Auctioneer's commission - $______ v. Auctioneer's expenses - $35,000+ The deadline for objections to the intended sale, of the bidding procedures, the allowance and/or payment of administrative expense, and/or the motion for authority is on Aug. 1, 2016. If no objections are timely filed, a hearing will be held before the U.S. Bankruptcy Court, 401 N. Market, Room 150, Wichita, Kansas on Aug. 11, 2016 at 9:00 a.m., and the sale will be postponed until the objection(s) is/are resolved. About Pratt Well Service Pratt Well Service, Inc. sought Chapter 11 protection (Bankr. D. Kan. Case No. 16-11224) on June 30, 2016. Judge Robert E. Nugent is assigned to the case. The Debtor disclosed assets of $7.47 million and $4.94 million in debt. J. Michael Morris, Esq. at Klenda Austerman, LLC, serves as the Debtor's counsel. The petition was signed by Kenneth C. Gates, president. QUALITY DISTRIBUTION: S&P Revises Outlook to Neg. & Affirms B- CCR ------------------------------------------------------------------ S&P Global Ratings said that it has revised its outlook on Quality Distribution Inc. to negative from stable and affirmed its 'B-' corporate credit rating on the company. At the same time, S&P affirmed its 'B-' issue-level rating on Quality Distribution's $415 million first-lien term loan due 2022. The '3' recovery rating remains unchanged, indicating S&P's expectation for meaningful recovery (50-70%; lower end of the range) in the event of a payment default. Additionally, S&P affirmed its 'CCC' issue-level rating on the company's $120 million second-lien term loan due 2023. The '6' recovery rating remains unchanged, indicating S&P's expectation for negligible recovery (0-10%) in the event of a payment default. "The negative outlook reflects Quality Distribution's underperformance relative to our expectations over the past year and its elevated debt leverage," said S&P Global credit analyst Michael Durand. The company's energy logistics business--a segment that it entered through acquisitions in 2012--has been particularly weak and is experiencing operating losses due to low oil prices. Additionally, Quality Distribution's largest segment, chemical logistics, has experienced some softness as the buildout of the U.S. chemical industry's capacity has been slower than anticipated. The negative outlook on Quality Distribution reflects the company's underperformance relative to S&P's expectations over the past year and its belief that its end markets will remain weak over the next 12 months. S&P expects the company to maintain a FFO-to-total adjusted debt ratio of less than 5% and a total debt-to-EBITDA metric of around 10x. S&P could lower its ratings on Quality Distribution over the next 12 months if its liquidity becomes constrained or if further earnings deterioration causes S&P to conclude that the company's capital structure is no longer sustainable over the long term. S&P could revise its outlook on Quality Distribution to stable over the next 12 months if its liquidity remains adequate and the company's operating performance improves, potentially due to strengthening conditions in the chemical markets or a rebound in its energy segment, causing its debt-to-EBITDA metric to fall below 8x for a sustained period. QVL PHARMACY: U.S. Trustee Opposes Approval of Disclosure Statement ------------------------------------------------------------------- The U.S. trustee overseeing the Chapter 11 case of QVL Pharmacy Holdings, Inc., asked a bankruptcy court to deny approval of the disclosure statement detailing the company's proposed Chapter 11 plan of reorganization. In a filing with the U.S. Bankruptcy Court in Massachusetts, the Justice Department's bankruptcy watchdog argued that the document "lacks adequate information." "Without this information, Class 3 creditors cannot make an informed decision regarding the plan," the agency said, referring to unsecured creditors who won't be paid in full under the plan. According to the U.S. trustee, the disclosure statement "provides no clear and concise description" of how QVL Pharmacy or the official overseeing the liquidating trust will implement the restructuring plan. The agency also argued that the disclosure statement neither identifies the reorganized company's management nor its compensation in violation of section 1129 of the Bankruptcy Code. Under U.S. bankruptcy law, a company going through bankruptcy must get approval of its disclosure statement to begin soliciting votes for its Chapter 11 plan. The document must contain sufficient information to enable voting creditors to make an informed decision about the plan. About QVL Pharmacy QVL Pharmacy Holdings, Inc., based in Boston, Massachusetts, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 15-14983) on December 29, 2015. Prior to the Petition Date, the Debtor operated a chain of retail pharmacies in Texas and Louisiana specializing in hard-to-find medications (including controlled medications) and dispensing written prescriptions. By December 31, 2014, the Debtor had closed or sold all of its operating pharmacies and now has a plan to develop its intellectual property and knowhow into a software product for sale or license to retail pharmacies. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. The petition was signed by Chad Collins, director. The Hon. Frank J. Bailey presides over the case. The Debtor is represented by: Stephen F. Gordon, Esq. Todd B. Gordon, Esq. Katherine P. Lubitz, Esq. THE GORDON LAW FIRM LLP River Place 57 River Street Wellesley, MA 02481 Tel: (617) 261-0100 Email: sgordon@gordonfirm.com tgordon@gordonfirm.com klubitz@gordonfirm.com The Debtor has tapped as CRO: Robert P. Mahoney, Chief Restructuring Officer Hillcrest Capital 929 White Plains Road, Suite #305 Trumbull, CT 06611 Facsimile: (203) 549-0592 Email: rmahoney@hillcrestco.com No Official Committee of Unsecured Creditors was appointed in this case. REBUS CORP: Court to Take Up Plan Outline on August 24 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Puerto Rico is set to hold a hearing on August 24, at 9:00 a.m., to consider the disclosure statement detailing the Chapter 11 plan of Rebus Corp. The hearing will take place at the U.S. Bankruptcy Court, Jose V. Toledo Federal Building and U.S. Courthouse, Courtroom No. 1, Second Floor, 300 Recinto, Sur, Old San Juan, Puerto Rico. Objections to the disclosure statement must be filed not less than 14 days prior to the hearing. Rebus Corp. is represented by: Homel Mercado Justiniano, Esq. Calle Ramirez Silva #8 Ensanche Martinez Mayaguez, PR 00680 Tel: (787) 831-2577 Fax: (787) 805-7350 Email: hmjlaw2@gmail.com About Rebus Corp. Rebus Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 16-02891) on April 13, 2016. The petition was signed by Pedro Martinez, president. The case is assigned to Judge Brian K. Tester. At the time of the filing, the Debtor estimated its assets at $500,000 to $1 million and debts at $1 million to $10 million. REED EQUIPMENT: US Trustee Fails to Appoint Creditors' Committee ---------------------------------------------------------------- The U.S. Trustee informs the U.S. Bankruptcy Court for the Western District of Tennessee that a committee of unsecured creditors has not been appointed in the Chapter 11 case of Reed Equipment Leasing, LLC, due to insufficient response to the U.S. Trustee communication/contact for service on the committee. About Reed Equipment Reed Equipment Leasing, LLC, sought protection under Chapter 11 of the Bankruptcy Code in the Western District of Tennessee (Jackson) (Case No. 16-10880) on May 3, 2016. The petition was signed by John R. Reed, chief manager. The case is assigned to Judge Jimmy L. Croom. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. REVLON ESCROW: Moody's Assigns B3 Rating to $400MM Unsecured Notes ------------------------------------------------------------------ Moody's Investors Service assigned a B3 rating to $400 million of senior unsecured notes being issued by Revlon Escrow Corporation ("Escrow Issuer"), a wholly owned subsidiary of Revlon Consumer Products Corporation (together "Revlon"). The notes are being issued to partially fund Revlon's previously announced refinancing as well as the $870 million acquisition of Elizabeth Arden ("Arden") that is expected to close during the second half of 2016, subject to customary regulatory and closing conditions. Revlon will hold net proceeds from the issuance in escrow until the close of the Arden acquisition, at which time Revlon Consumer Products Corporation will assume the proposed notes through a merger with the Escrow Issuer, and provide note guarantees by Arden and existing wholly owned domestic subsidiaries. RATING RATIONALE Moody's said, "Revlon's B1 Corporate Family Rating reflects the high financial leverage that will result from the Arden acquisition, along with high execution risk related to the integration of the still challenged business and the plan to extract major cost savings. The rating is supported by Revlon's relatively stable operating performance and its strong portfolio of global beauty brands. In addition, we expect that over time, the company's profile will benefit from the addition of Arden, which will provide greater scale, diversification into the fragrance and skin care segments, and access to important international channels, especially in Asia/Pacific regions. The rating also reflects high exposure to acquisition event risk related to the controlling stake held by the Ron Perelman-owned investment firm MacAndrews & Forbes (M&F)." Ratings assigned: Revlon Escrow Corporation: $400 million senior unsecured notes due 2024 at B3 (LGD5). Revlon's stable outlook reflects Moody's expectation that Revlon will achieve at least half of the $139 million of projected cost savings expected from the Arden acquisition within the first 24 months of closing, and reduce debt/EBITDA below 6.0 times by the end of fiscal 2017. Revlon's ratings could be downgraded if deterioration of core operating performance or integration challenges are likely to cause debt to EBITDA to be sustained above 6.5 times. An upgrade is not likely in the near term given the significant challenges of integrating and stabilizing the acquired Elizabeth Arden business and Revlon's aggressive plan to realize about $139 million in expected cost synergies. Over the long-term, Revlon's ratings could be upgraded if debt/EBITDA is reduced and sustained below 5.0 times, EBIT margin is sustained above 10%, and the company maintains a strong liquidity profile. Revlon, headquartered in New York, NY, is a worldwide cosmetics, hair color, hair care, men's grooming products, beauty tools, fragrance, and personal care products company. The company is a wholly-owned subsidiary of publicly-traded Revlon, Inc., which is majority-owned by MacAndrews & Forbes (M&F). M&F is wholly-owned by Ronald O. Perelman. Revlon's net sales for the 12 months ended March 31, 2016 were approximately $1.9 billion. Pro forma 2016 sales, including the pending Arden acquisition, will be approximately $3.0 billion. RICHARD CORP: U.S. Trustee Unable to Appoint Creditors' Panel ------------------------------------------------------------- The U.S. Trustee informs the U.S. Bankruptcy Court for the Middle District of Florida that a committee of unsecured creditors has not been appointed in the Chapter 11 case of The Richard Corporation due to insufficient response to the U.S. Trustee communication/contact for service on the committee. Cape Coral, Florida-based The Richard Corporation, dba Moon Plumbing and Moon Septic, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-04612) on May 27, 2016. The Hon. Caryl E. Delano presides over the case. Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Postler, P.A., serves as counsel to the Debtor. In its petition, the Debtor estimated under $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Richard J. Katz, president. RONALD COHEN: Court to Take Up Plan Outline on August 25 -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Georgia is set to hold a hearing on August 25, at 2:00 p.m., to consider the disclosure statement detailing the Chapter 11 plan of Ronald H. Cohen. The hearing will take place at the U.S. Courthouse, Room 228, 125 Bull Street, Savannah, Georgia. Objections to approval of the disclosure statement are due by August 18. About Ronald H. Cohen Ronald H. Cohen sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Ga. Case No. 16-40653) on May 2, 2016. The case is assigned to Judge Edward J. Coleman III. The Debtor is represented by Richard C. E. Jennings, Esq., at the Law Offices of Skip Jennings, PC. ROSEVILLE SENIOR: Court to Take Up Plan Outline on August 15 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of New Jersey is set to hold a hearing on August 15, 11:00 a.m., to consider the disclosure statement detailing the Chapter 11 plan proposed by the Chapter 11 trustee of Roseville Senior Living Properties, LLC. The hearing will take place at Courtroom 8, 402 East State Street, Trenton, New Jersey. Objections to approval of the disclosure statement must be filed no later than 14 days prior to the hearing. About Roseville Senior Living Roseville Senior Living Properties, LLC, owns and operates a senior assisted living housing facility in Roseville, California. It filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 13-31198) on Sept. 27, 2013, in Newark, New Jersey. The petition was signed by Michael Edrel. Edrel is the managing director of Meecorp Capital Markets, LLC, the manager o f the Debtor. The case is assigned to Judge Michael B. Kaplan. Walter J. Greenhalgh, Esq., at Duane Morris, LLP, represents Roseville Senior Living Properties as counsel. Friedman LLP serves as the Debtor's accountant. Roseville Senior Living Properties estimated $10 million to $50 million in assets, and $1 million to $10 million in liabilities. In its schedules filed with the Bankruptcy Court, the Debtor indicated total assets and total debts as "Unknown", a copy of which is available for free at: http://bankrupt.com/misc/rosevillesenior.doc54.pdf The United States Trustee for Region 3 appointed Joseph Rodrigues, State Long Term Care Ombudsman, California Department of Aging, as the Patient Care Ombudsman in the Debtor's case. RYERSON HOLDING: 2nd Offering Has No Impact on Moody's B3 Rating ---------------------------------------------------------------- Moody's Investors Service said that Ryerson Holding Corporation (B3 stable) has commenced an underwritten public offering of 5 million shares of common stock and has granted the underwriters a 30-day option to purchase up to an additional 750,000 shares. The company intends to use the net proceeds from this offering to repurchase or redeem outstanding debt including its 11.25% Senior Notes due 2018. Moody's views the stock offering and anticipated debt pay down as credit positive. Ryerson Holding Corporation, through various operating subsidiaries, is the second largest metals service center company in North America, with over 90 locations in the US, Canada and Mexico. The company also has six locations in China. Ryerson provides a full line of carbon steel, stainless steel and aluminum products to more than 40,000 customers in a broad range of end markets. The company generated revenues of approximately $3.0 billion for the 12-month period ended March 31, 2016. Ryerson is controlled by Platinum Equity, which owns about 66% of its outstanding common stock. Platinum's ownership interest will drop to about 56% after the common stock offering is completed. S DIAMOND STEEL: Taps Allan NewDelman as Counsel ------------------------------------------------ S Diamond Steel, Inc. seeks authorization from the U.S. Bankruptcy Court for the District of Arizona to employ Allan D. NewDelman, P.C. as counsel. The Debtor requires the firm to: (a) give the Debtor legal advice with respect to all matters related to this case; (b) prepare on behalf of the Applicant, as Debtor-In-Possession, necessary applications, answers, orders, reports and other legal papers; and (c) perform all other legal services for the Debtor which may be necessary herein. The firm will be paid at these hourly rates: Allan D. NewDelman $395 Roberta J. Sunkin $315 Paralegal $150-$200 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Allan D. NewDelman assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The firm can be reached at: Allan D. NewDelman, Esq. ALLAN D. NEWDELMAN, P.C. 80 East Columbus Avenue Phoenix, AZ 85012 Tel: (602) 264-4550 E-mail: anewdelman@adnlaw.net About S Diamond Steel S Diamond Steel, Inc., based in Phoenix, AZ, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 16-07846) on July 11, 2016. The Hon. Brenda K. Martin presides over the case. Allan NewDelman, Esq., at Allan D. NewDelman P.C., as bankruptcy counsel. In its petition, the Debtor has $1.59 million in total assets and $5.58 million in total liabilities. The petition was signed by Matthew Miles Stevens, president. SANDRIDGE ENERGY: Annual Report on 401(k) Plan Filed ---------------------------------------------------- SandRidge Energy, Inc., filed with the Securities and Exchange Commission an Annual Report on Form 11-K for the fiscal year ended December 31, 2015, with respect to the SandRidge Energy, Inc. 401(k) Plan. According to the Report, net assets available for benefits at end of year total $66,594,571. Houston, Texas-based McConnell & Jones LLP audited the accompanying Statements of Net Assets Available for Benefits of SandRidge Energy, Inc. 401(k) Plan as of December 31, 2015 and 2014, and the related Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2015. A copy of the Report is available at https://is.gd/ftVmw5 About SandRidge Energy SandRidge Energy, Inc. (OTC PINK: SDOC) -- http://www.sandridgeenergy.com/-- is an oil and natural gas exploration and production company headquartered in Oklahoma City, Oklahoma, with its principal focus on developing high-return, growth-oriented projects in the U.S. Mid-Continent and Niobrara Shale. SandRidge Energy, Inc. and 24 of its subsidiaries each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-32488) on May 16, 2016. The petitions were signed by Julian M. Bott as chief financial officer. The Debtors have hired Kirkland & Ellis LLP as general bankruptcy counsel, Zack A. Clement PLLC as local counsel, Houlihan Lokey Capital, Inc. as financial advisor, Alvarez & Marsal Holdings, LLC as restructuring advisor and Prime Clerk LLC as claims and noticing agent. The cases are assigned to Judge David R Jones. The Office of the U.S. Trustee has appointed five creditors of SandRidge Energy, Inc., to serve on the official committee of unsecured creditors. The Committee retained Akin Gump Strauss Hauer & Feld LLP as counsel. SANDRIDGE ENERGY: To Issue $300M in Convertible Notes Due 2020 -------------------------------------------------------------- SandRidge Energy, Inc. filed with the Securities and Exchange Commission a Form T-3 "FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939". SandRidge Energy intends to issue $300,000,000 in Convertible Senior Notes Due 2020 on, or as soon as practicable following, the effective date under the Debtors' Amended Joint Plan of Reorganization. A copy of the Form T-3 document is available at https://is.gd/uzXM14 About SandRidge Energy SandRidge Energy, Inc. (OTC PINK: SDOC) -- http://www.sandridgeenergy.com/-- is an oil and natural gas exploration and production company headquartered in Oklahoma City, Oklahoma, with its principal focus on developing high-return, growth-oriented projects in the U.S. Mid-Continent and Niobrara Shale. SandRidge Energy, Inc. and 24 of its subsidiaries each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-32488) on May 16, 2016. The petitions were signed by Julian M. Bott as chief financial officer. The Debtors have hired Kirkland & Ellis LLP as general bankruptcy counsel, Zack A. Clement PLLC as local counsel, Houlihan Lokey Capital, Inc. as financial advisor, Alvarez & Marsal Holdings, LLC as restructuring advisor and Prime Clerk LLC as claims and noticing agent. The cases are assigned to Judge David R Jones. The Office of the U.S. Trustee has appointed five creditors of SandRidge Energy, Inc., to serve on the official committee of unsecured creditors. SAYEEH SHAMTOB: Plan Outline Okayed, Confirmation Hearing on Aug 23 ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California on July 14 approved the outline of the Chapter 11 plan of reorganization proposed by Sayeeh Shamtob, allowing her to begin soliciting votes from creditors. Ms. Shamtob has until July 26 to serve the solicitation package and until August 16 to file the ballot summary. Ballots accepting or rejecting the plan must be received by her legal counsel no later than 4:00 p.m., on August 9. A court hearing to consider confirmation of the plan will be held on August 23, at 1:30 p.m. Objections to the plan are due by August 9. A copy of the court order is available for free at https://is.gd/Nd1RB9 Ms. Shamtob is represented by: M. Jonathan Hayes, Esq. Matthew D. Resnik, Esq. Roksana D. Moradi, Esq. Simon Resnik Hayes LLP 15233 Ventura Boulevard, Suite 250 Sherman Oaks, CA 91403 Telephone: (818) 783-6251 Facsimile: (818) 827-4919 Email: jhayes@SRHLawFirm.com Email: matthew@SRHLawFirm.com Email: roksana@SRHLawFirm.com About Sayeeh Shamtob Sayeeh Shamtob sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 15-10549) on February 20, 2015. The case is assigned to Judge Martin R. Barash. SCIO DIAMOND: Director James Korn Resigns ----------------------------------------- Scio Diamond Technology Corporation released its report on the resignation of James Korn from the Board of Directors. Mr. James Korn resigned from the Board of Directors of Scio Diamond Technology Corporation in a letter dated June 27, 2016. Mr. Korn's resignation letter prompted the Board to appoint a Special Investigation Committee comprised of two independent directors, Bruce Likly, Vice Chairman of the Board and Chairman of the Governance Committee, and Ben Wolkowitz, Chairman of the Audit Committee, to investigate the assertions set forth in Korn's letter. The SIC has completed its investigation and concluded that the assertions set forth in Korn's letter are "baseless and unsupported." "We are releasing the SIC report to support our pledge of transparency to shareholders," said Gerald McGuire, CEO. The Company has filed the SIC's report with the SEC, a copy of which is available for free at https://is.gd/B5spgt 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 $3.62 million on $616,758 of revenue for the year ended March 31, 2016, compared to a net loss of $4.14 million on $726,193 of revenue for the year ended March 31, 2015. As of March 31, 2016, Scio Diamond had $10.23 million in total assets, $3.59 million in total liabilities and $6.64 million in total stockholders' equity. Cherry Bekaert LLP, in Greenville, South Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2016, citing that the Company has generated limited revenue, incurred net losses and incurred negative operating cash flows since inception and will require additional financing to fund the continued development of products. The availability of such financing cannot be assured. These conditions raise substantial doubt about its ability to continue as a going concern. SIDNEY TRANSPORTATION: Seeks Authorization to Use Cash Collateral ----------------------------------------------------------------- Sidney Transportation Services, LLC asks the U.S. Bankruptcy Court for the Northern District of Ohio for authorization to use cash collateral. The Debtor relates that PNC Bank, National Association; Karl E. and Judith B. Bemus; and Central States, Southeast and Southwest Areas Pension Fund, and Arthur H. Bunte, Jr., as Trustee, have security interests in the cash collateral. The Debtor relates that it needs immediate authority to use the cash collateral to fund its day-to-day operations and ultimately achieve a successful reorganization. The Debtor further relates that it currently has no present alternative borrowing source from which it can secure additional funding to operate its business. The Debtor's proposed Budget covers the months of July, August and September 2016. The Budget provides for the monthly payment of operating expenses in the amount of $529,609.68. A full-text copy of the Debtor's Motion, dated July 19, 2016, is available at https://is.gd/7k3FER A full-text copy of the Debtor's proposed Budget, dated July 19, 2016, is available at https://is.gd/eWymxn PNC Bank, N.A. is represented by: Gregory B. Jordan, Esq. PNC BANK, N.A. 249 5th Ave., Ste. 30 Pittsburgh, PA 15222 About Sidney Transportation Services, LLC. Sidney Transportation Services, LLC filed a chapter 11 petition (Bankr. N.D. Ohio Case No. 16-32270) on July 18, 2016. The petition was signed by Steven Woodruff, owner/managing member. The Debtor is represented by Eric R. Neuman, Esq., at Diller and Rice, LLC. The case is assigned to Judge John P. Gustafson. The Debtor estimated total assets at $500,000 to $1 million and total debts at $1 million to $10 million. SINCLAIR TELEVISION: Moody's Assigns Ba1 to Term Loan A Facilities ------------------------------------------------------------------ Moody's Investors Service assigned a Ba1 rating to the revolving credit and Term Loan A facilities of Sinclair Television Group, Inc, (Sinclair) a subsidiary of Sinclair Broadcast Group, Inc. The transaction extends and amends approximately 80.3% of Sinclair's combined $485.2 million revolver (undrawn) and total outstanding Term Loan A of $293, to July 2021 from April 2018. At an instrumental level, all of the revolver and $139.5 of Term Loan A was extended. The maturity of the remaining $153.5 million Term Loan A will remain unchanged, due April 2018. Sinclair Broadcast Group, Inc.'s Ba3 Corporate Family Rating is unchanged. Assignments: Issuer: Sinclair Television Group, Inc -- Senior Secured Revolver due 2021 ($485.2 million commitment), Assigned Ba1, LGD2 -- Senior Secured Term Loan A due 2021 ($139.5 million outstanding), Assigned Ba1, LGD2 RATINGS RATIONALE The extension of maturity is credit positive, pushing the debt maturity profile of the revolver and approximately 48% of Term Loan A out by three years, to 2021 from 2018. The maturities spring in advance of the existing April 2020 Term Loan B maturity and the existing April 2021 maturity of the 5.375% notes. The amendment also benefits the company by lowering borrowing costs with better pricing, but provides less credit protection with first lien indebtedness ratio raised to 4.25x, and an expansion of the restricted payment baskets. Moody's said, "Sinclair's Ba3 Corporate Family Rating reflects moderately high leverage with debt-to-2 yr avg EBITDA in the mid 5x (including Moody's standard adjustments), but we expect credit metrics, including leverage and free cash flow ratios, will improve further in 2016 as cash flows growth from a rise in retransmission fees (net of reverse compensation) as well as significant political ad demand, particularly in the second half of 2016. Acquisitions have expanded Sinclair's footprint of U.S. households while diversifying revenue by geography, network affiliation, and market size. Moody's believes Sinclair's larger scale and reach, and household coverage just under the FCC maximum, provide operating and financial benefits, including being better positioned when negotiating with its networks partners, as well as cable, satellite and telco distributors." Sinclair, headquartered in Hunt Valley, MD, and founded in 1986, is one of the largest U.S. television broadcasters owning, operating or providing services to 173 stations in 81 markets. The station group reaches roughly 38% of U.S. television households with diversified network affiliations across primary and digital subchannels including each of the major networks. The company also owns a Washington D.C. based local cable news network and cable network, Tennis Channel. Members of the Smith family exercise control over most corporate matters given they represent four of the eight board seats and, through Sinclair's dual class share structure, the Smith family controls approximately 76% of voting rights. Reported net revenue for the 12 months ended March 31, 2016 totaled over $2.3 billion. SMALLVILLE PRESCHOOL: US Trustee Unable to Appoint Creditors' Panel ------------------------------------------------------------------- The U.S. Trustee informs the U.S. Bankruptcy Court for the Middle District of Florida that a committee of unsecured creditors has not been appointed in the Chapter 11 case of Smallville Preschool, Inc., due to insufficient response to the U.S. Trustee communication/contact for service on the committee. Smallville Preschool Smallville Preschool, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-04221) on May 16, 2016. SPORTS AUTHORITY: Accelerates Store Closings Amid Bankruptcy ------------------------------------------------------------ Peg Brickley, writing for The Wall Street Journal, reported that Sports Authority is scrambling to close the doors on most or all of its stores by the end of the month, according to multiple store employees and managers, an abrupt move that comes amid a fight over cash between lenders and suppliers. Managers have been instructed on procedures for wiping the computers, locking up and walking away, as the dying athletic gear seller prepares for the final stage of its bankruptcy, according to seven store managers interviewed by The Wall Street Journal. The Journal said a lawyer and officials of the Englewood, Colo., company didn’t respond to requests to discuss the accelerated shutdown plan, including questions about whether any stores would survive into August. In a May 25 letter to customers, Chief Executive Michael Foss said the stores would be closed by the end of August, the report related. The end could be nearer than that for most Sports Authority stores, said store managers who were summoned to a conference call last week, the report further related. Sports Authority and the nearly 14,000 jobs it once supported is essentially done at the end of July, they were told. One person who answered the phone at a New York store said he had been told some stores would stay open through August, the report added. His store, however, isn't one of them, 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. STAGE COACH: Judge Denies Bid to Approve Plan Outline ----------------------------------------------------- Stage Coach Venture, LLC, failed to win court approval for the disclosure statement detailing its proposed Chapter 11 plan. Judge Victoria Kaufman of the U.S. Bankruptcy Court for the Central District of California on July 14 did not approve the disclosure statement for solicitation of ballots to accept or reject the plan. About Stage Coach Venture Stage Coach Venture, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C. D. Calif. Case No. 15-13471) on October 18, 2015. The petition was signed by Kevin Tucker, managing member. The case is assigned to Judge Victoria S. Kaufman. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. The Debtor is represented by Evan L. Smith, Esq. STELLAR BIOTECHNOLOGIES: Forms New Company Neostell in France ------------------------------------------------------------- Stellar Biotechnologies, Inc., and Neovacs S.A. announced the formation of Neostell S.A.S., a simplified stock corporation headquartered in France, to carry out the business of the companies' joint venture, previously announced on May 11, 2016, to manufacture and sell conjugated therapeutic vaccines using Stellar's Keyhole Limpet Hemocyanin (KLH). The purpose of the new company Neostell is to produce Neovacs' Kinoid immunotherapy product candidates including IFNa-Kinoid, in clinical development for the treatment of systemic lupus erythematosus (lupus). Neostell may also manufacture and sell other KLH-based immunotherapy products for third party customers worldwide. Stellar KLH is a carrier molecule used in Neovacs' Kinoid technology. Neostell will be governed by a three-member Board of Directors. At the company's first general meeting, the following executives were appointed to the Board: Bernard Fanget, Chairman (Vice President of Pharmaceutical Development for Neovacs); Frank Oakes (President and CEO of Stellar Biotechnologies); and Miguel Sieler (CEO of Neovacs). Olivier Dhellin was appointed as CEO of Neovacs. "This joint venture demonstrates Stellar's commitment to ensuring that immunotherapy developers like Neovacs have both ample supply of high-quality KLH as well as the infrastructure and expertise to manufacture their KLH-based immunotherapies as they advance to market," said Frank Oakes, president, CEO and Chairman of Stellar Biotechnologies, Inc. "With the Neostell corporation in place and its leadership appointed, we look forward to putting operational teams together to map out the next-steps for this growth initiative." Bernard Fanget, Chairman of Neostell, said, "The Neostell corporation will first focus on the production scale-up of Neovacs' IFNa-Kinoid immunotherapy in anticipation of a Korean market launch, as well as the planned Phase III trial for the treatment of lupus and the Phase IIa study in dermatomyositis. My objectives as Chairman are to make Neostell operational, to effectively access the conjugated vaccines development market and to ultimately support the CEO to develop Neostell into a profitable business." 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. STEPHCRIS OF MISSOURI: Wants to Use MidWest Cash Collateral ----------------------------------------------------------- StephChris of Missouri, LLC asks the U.S. Bankruptcy Court for the Eastern District of Missiouri for authorization to use cash collateral. The Debtor is indebted to MidWest Regional Bank in the amount of $1,900,000. The Debtor relates that it must incur and pay ordinary operating expenses in order to continue to manage and maintain its business operations. The Debtor further relates that it must use its available cash and the proceeds of its receivables to be generated by the current and future projects to satisfy these expenses. The Debtor adds that if it cannot use these funds to pay its ordinary and necessary operating expenses, its prospect of a successful reorganization will be substantially diminished. The Debtor proposes to make monthly adequate protection payments to MidWest Regional Bank in the amount of $4,000. The Debtor's proposed Budget covers a period of four weeks, beginning on July 15, 2016 and ending on August 14, 2016. The Budget provides for payments in the amount of $27,960 for the week beginning July 15, 2016 and ending July 24, 2016; $23,600 for the week beginning July 25, 2016 and ending July 31, 2016; $24,900 for the week beginning August 1, 2016 and ending August 7, 2016; and $22,450 for the week beginning August 8, 2016 and ending August 14, 2016. The Debtor's Motion is scheduled for hearing on July 20, 2016 at 11:00 a.m. A full-text copy of the Debtor's Motion, dated July 19, 2016, is available at https://is.gd/wWQLjM About StephChris of Missouri, LLC. StephChris of Missouri, LLC -- a retail Dairy Queen operator -- filed a chapter 11 petition (Bankr. E.D. Mo. Case No. 16-45026) on July 15, 2016. The petition was signed by Brian D. Brown, managing member. The Debtor is represented by Thomas A. DeWoskin, Esq., at Danna Mckitrick, PC. The case is assigned to Judge Kathy A. Surratt-States. The Debtor estimated total assets and total debts at more than $1 million at the time of the filing. SUNEDISON INC: Amendment No. 3 to DIP Financing Deal Filed ---------------------------------------------------------- SunEdison, Inc., obtained certain amendments to the Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of April 26, 2016, entered into by and among the Company, the lenders from time to time party thereto, Deutsche Bank AG New York Branch, as administrative agent, and the letter of credit issuers and other financial institutions and entities party thereto from time to time. The amendments are reflected in Amendment No. 3 to Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of June 24, 2016, among the Company, the DIP Lenders party thereto and the DIP Agent. The DIP Amendment modifies certain provisions in the DIP Credit Agreement relating to, among other things: (a) guaranty and collateral matters; and (b) certain milestones relating to the Company's restructuring efforts. The DIP Amendment provides that on the Third Amendment Effective Date, the Borrower shall be permitted to withdraw from the Borrower DIP Facilities Blocked Account an aggregate amount equal to $20,000,000, which amount shall be for use in accordance with the Budget then in effect (subject to Permitted Budget Variances) or for Specified Disbursements; provided that no additional funds may be withdrawn from the Borrower DIP Facilities Blocked Account during the period beginning on the Third Amendment Effective Date and ending on (but including) June 29, 2016. In connection with such withdrawal, the Borrower shall have delivered a DIP Facilities Blocked Account Withdrawal Notice to the Administrative Agent pursuant to Section 5(b) of this Amendment. After giving effect to the Third Amendment Effective Date, the failure to satisfy any of the covenants set forth in (i) items 2 and 3 of Schedule 6.17 to the Credit Agreement, (ii) Section 6.17(b)(vi) of the Credit Agreement or (iii) Section 6.27(ii) of the Credit Agreement shall not constitute a Default or an Event of Default; provided that, notwithstanding anything to the contrary in this Section 3(b), the failure to satisfy any Specified Covenant by June 29, 2016 shall, in each case, constitute an immediate Event of Default. The Amendment becomes effective on the date when the Administrative Agent shall have received (a) a signed counterpart of this Amendment from the Borrower (on behalf of itself and each Loan Party) and the Required Lenders and (b) a DIP Facilities Blocked Account Withdrawal Notice requesting a withdrawal from the Borrower DIP Facilities Blocked Account in an aggregate amount not in excess of $20,000,000 (it being understood that such DIP Facilities Blocked Account Withdrawal Notice shall supersede and replace the DIP Facilities Blocked Account Withdrawal Notices previously delivered to the Administrative Agent on June 17, 2016, June 20, 2016 and June 21, 2016, which previously delivered DIP Facilities Blocked Account Withdrawal Notices are deemed revoked by the Borrower). A copy of Amendment No. 3 to Senior Secured Superpriority Debtor-In-Possession Credit Agreement, dated as of June 24, 2016, among SunEdison, Inc., a debtor and a debtor-in-possession, the lenders party thereto and Deutsche Bank AG New York Branch, as the administrative agent, is available at https://is.gd/Quv0Ka About SunEdison, Inc. SunEdison, Inc., (OTC PINK: SUNEQ) is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong signed the petitions as senior vice president, general counsel and secretary. The Debtors disclosed total assets of $20.71 billion and total debts of $16.14 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. An official committee of unsecured creditors has been appointed in the case. The committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. SUNEDISON INC: Looking to Sell Interests in Terraform Global ------------------------------------------------------------ Reuters reported that bankrupt solar company SunEdison Inc (SUNEQ.PK) is looking to sell its interests in Terraform Global Inc (GLBL.O), the "yieldco" said on July 20, 2016. According to the report, yieldcos are publicly traded subsidiaries that hold renewable energy assets, including assets bought from their parents. They are backed by long-term power purchase contracts with utilities, allowing them to pay regular dividends. The companies are in "active discussions" for a joint sale, Terraform Global said in a regulatory filing, the report related. Terraform Global, which hasn't reported results since the quarter ended Sept. 30, said it expects first-quarter revenue of $47 million to $52 million, hurt by unusually low wind in Brazil, the report further related. Terraform Global also said it does not expect to achieve its targeted dividend growth rate for Class A shares, the report said. The company also said on Wednesday its annual filing for 2015 may include a "going concern" note due to risks related to SunEdison's bankruptcy, but said it had sufficient liquidity to support ongoing operations, the report added. About SunEdison, Inc. SunEdison, Inc., (OTC PINK: SUNEQ) is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong signed the petitions as senior vice president, general counsel and secretary. The Debtors disclosed total assets of $20.71 billion and total debts of $16.14 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. An official committee of unsecured creditors has been appointed in the case. The committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. SYNCARDIA SYSTEMS: Taps Ankura Consulting to Provide CRO -------------------------------------------------------- SynCardia Systems, Inc. seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Ankura Consulting Group, LLC to provide interim management services, nunc pro tunc to the July 1, 2016 petition date and designate Stephen Marotta as chief restructuring officer and B. Lee Fletcher as assistant restructuring officer. Mr. Marotta as CRO and Mr. Fletcher as ARO are charged with assisting the Debtor with its various operational, administrative, and financial needs arising in connection with this Chapter 11 case. More specifically, Mr. Marotta, with the assistance of Mr. Fletcher, will provide various services which may include, but are not necessarily limited to: (a) supervise management in organizing the Debtor's resources and activities so as to effectively and efficiently plan, coordinate and manage the Chapter 11 process and communicate with customers, vendors, lenders, suppliers, employees, shareholders and other parties in interest. This includes oversight in the preparation of the Statement of Financial Affairs, Schedule of Assets and Liabilities and Monthly Operating Reports; (b) supervise management in designing and implementing programs to manage or divest assets, improve operations, reduce costs and restructure as necessary with the objective of rehabilitating the business; (c) interface with official committees, other constituencies and their professionals, including the preparation of financial and operating information required by such parties and/or the Bankruptcy Court; (d) supervise the Debtor in negotiating a plan of reorganization with the various creditors and other constituencies; (e) assist in preparation and/or amendment of the Debtor's plan of reorganization and underlying business plan, if necessary, including the related assumptions and rationale, along with other information to be included in the disclosure statement; (f) supervise the forecasting, planning, controlling and other aspects of managing case, and if necessary, obtaining DIP and/or exit financing; (g) supervise the Debtor with respect to resolving disputes and otherwise managing claims process; (h) as requested, render expert testimony concerning DIP and/or exit financing, the feasibility of a plan of reorganization and other matters that may arise in the case; and (i) such other services required by the Debtor that Mr. Marotta and Mr. Fletcher or their staff agree to provide. Ankura Consulting's fee structure consists of a fixed monthly fee of $87,500 for the month of July 2016, and $87,500 per month thereafter which is due and payable, in advance, on the first day of the month. Ankura Consulting will also be reimbursed for reasonable out-of-pocket expenses incurred. Stephen Marotta, senior managing director of Ankura Consulting, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Bankruptcy Court will hold a hearing on the application on August 1, 2016, at 4:00 p.m. Objections, if any, are due July 25, 2016 at 4:00 p.m. Ankura Consulting can be reached at: Stephen Marotta ANKURA CONSULTING GROUP, LLC 800 Lanidex Plaza, Suite 210 Parsippany, NJ 07054 Tel: (212) 818-1118 E-mail: smarotta@mgbd.com About SynCardia Systems SynCardia Systems, Inc., a medical technology company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 16-11599) on July 1, 2016. The petition was signed by Stephen Marotta, chief restructuring officer. At the time of the filing, the Debtor estimated its assets and liabilities at $10 million to $50 million. The Debtor filed for bankruptcy protection months after a failed launch of an initial public offering of its common stock which resulted in a liquidity shortfall. SynCardia, a privately-held company with global headquarters and manufacturing in Tucson, Arizona, is focused on developing, manufacturing and commercializing the SynCardia temporary Total Artificial Heart, or TAH-t, an implantable system designed to assume the full function of a failed human heart in patients suffering from advanced heart failure. SYNTAX-BRILLIAN: Bids to Remove Liquidation Trustee Denied ---------------------------------------------------------- Judge Kevin J. Carey of the United States Bankruptcy Court for the District of Delaware denied the motion filed pro se by Frank Waitkus, Jr., a former shareholder of the debtor, to disqualify and terminate the liquidation trustee and the professionals of the liquidation trust for proceeding on impeached evidence. Similar motions filed pro se by other former shareholders were also denied. "In conclusion, a party seeking removal of a trustee must prove actual injury or fraud. As recognized in Judge Shannon's May 2016 Opinion, the Court is aware that the former shareholders suffered harm on account of the collapse of the Debtor companies, but the Movants have not proved that they have been harmed by the actions of the Trustee or his professionals. They have not provided any evidence that the Trustee has failed to perform his duties under the Plan and the Liquidation Trust Agreement. There is no evidence of gross negligence, breach of fiduciary duty, breach of trust, and reckless or willful mishandling of the Liquidation Trust Assets by the Trustee. Accordingly, the Motions to Terminate must be denied," said Judge Carey. The case is In re: SYNTAX-BRILLIAN CORPORATION, et al., Debtors, Case No. 08-11407(KJC)(D.I. 2354, 2355, 2356, 2358, 2361, 2362, 2364)(Bankr. D. Del.). A full-text copy of Judge Carey's July 20, 2016 memorandum opinion is available at http://bankrupt.com/misc/deb08-11407-2413.pdf About Syntax-Brillian Based in Tempe, Arizona, Syntax-Brillian Corporation manufactured and marketed LCD HDTVs, digital cameras, and consumer electronics products including Olevia(TM) brand high-definition widescreen LCD televisions and Vivitar brand digital still and video cameras. Syntax-Brillian was the sole shareholder of California-based Vivitar Corporation. The Company and two of its affiliates -- Syntax-Brillian SPE, Inc., and Syntax Groups Corp. -- filed for Chapter 11 protection on July 8, 2008 (Bankr. D. Del. Lead Case No.08-11407. Lawyers at Greenberg Traurig LLP represented the Debtors as counsel. Five members composed the official committee of unsecured creditors. Pepper Hamilton, LLP, represented the Committee as counsel. Epiq Bankruptcy Solutions, LLC, served as the Debtors' balloting, notice, and claims agent. When the Debtors filed for protection against their creditors, they disclosed total assets of $175,714,000 and total debts of $259,389,000. The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Liquidation Plan in an order dated July 6, 2009. Under the Plan, general unsecured claims were to received pro rata distributions from a liquidating trust after payment of the trust's expenses and a "liquidating trust funding reimbursement." Holders of allowed prepetition credit facility claims were to receive their pro rata distributions from a lender trust, after payment in full of allowed DIP facility claims. A full-text copy of the Debtors' 2nd amended Chapter 11 liquidating plan is available at: http://bankrupt.com/misc/syntax-brillian2ndamendedplan.pdf The SB Liquidation Trust is represented by David M. Fournier, Esq., and Evelyn J. Meltzer, Esq., at Pepper Hamilton LLP; and Allan B. Diamond, Esq., Andrea L. Kim, Esq., Eric D. Madden, Esq., and Michael J. Yoder, Esq., at Diamond McCarthy LLP. TATA CHEMICALS: S&P Affirms 'B+' CCR & Revises Outlook to Pos. -------------------------------------------------------------- S&P Global Ratings affirmed the 'B+' corporate credit rating and revised its outlook on Tata Chemicals North America Inc. to positive from stable. At the same time, S&P affirmed all recovery and associated issue-level ratings on the company. "The outlook revision reflects our expectation of moderately higher earnings in fiscal year 2017, given our belief that Tata Chemicals North America Inc. has resolved its production problems and that volumes will improve from fiscal 2016 levels," said S&P Global Ratings credit analyst Allison Schroeder. "We believe this operating improvement could boost credit measures to levels appropriate for a higher rating," she added. S&P also believes that financial policies will remain supportive of maintaining appropriate credit measures, and believe that the possibility of a large debt-funded acquisition or shareholder rewards are unlikely. The positive outlook reflects S&P's expectation that stronger earnings in 2017 and beyond will gradually improve Tata's credit metrics. S&P expects that the cost advantage for natural soda ash producers should continue for at least the next few years, allowing TCNA to continue to generate solid EBITDA margins. S&P assumes that the company will continue to maintain prudent financial policies and, therefore, S&P has not factored into its analysis any large debt-funded dividends or acquisitions. At the current rating, we expect FFO to total debt to be in the 25% to 30% range over the next year, even in periods of seasonal fluctuations. S&P could consider an outlook revision if the company's earnings were to deteriorate such that FFO to debt declines to the mid-20% level with no prospect of improvement. This could occur if there were a significant operating disruption to the company's site, a substantial reduction in demand for soda ash, or if TCNA encounters any difficulties sourcing key raw materials. S&P could also consider an outlook revision if, against its current expectations, financial policies became more aggressive, and would not support a higher rating. S&P could raise long-term ratings over the next year if the company's credit metrics improve so that S&P expects FFO to debt to remain above 30% on a sustained basis. S&P believes an improvement could result if EBITDA margins improved by 200 basis points or more from S&P's expectations, coupled with modest revenue growth. Given the volatility due to fluctuations in soda ash prices and the seasonality in revenues, S&P would expect FFO to debt to be consistently above 20% on a weighted average basis during an earnings downturn for an upside scenario to materialize. TRANS COASTAL: Wants Plan Filing Period Extended to Aug. 19 ----------------------------------------------------------- Trans Coastal Supply Company, Inc., asks the U.S. Bankruptcy Court for the Central District of Illinois to extend the exclusivity period for the Debtor to file its Chapter 11 Plan and Disclosure Statement from July 20, 2016, to Aug. 19, 2016. On April 12, 2016, the Court conducted a hearing and entered an order on April 14, 2016, extending the Debtor's exclusivity period to file a Chapter 11 Plan and Disclosure Statement to July 20, 2016, noting that the Debtor was making adequate and reasonable efforts to negotiate with the Creditors Committee as to an acceptable Plan. The Debtor continues those negotiations and the Debtor and the Creditors Committee have narrowed the issues of contention significantly, having progressed through several plan drafts. A Joint Plan between the Creditors Committee and the Debtor is now on its eighth draft and although all points of contention have not been resolved, the Debtor submits that a short extension to see if those points can be resolved is appropriate. The Debtor's counsel can be reached at: Jeffrey D. Richardson RICHARDSON & ERICKSON 132 South Water Street, Suite 444 Decatur, IL 62523 Tel: (217) 425-4082 E-mail: jdrdec@aol.com About Trans Coastal Supply Headquartered in Decatur, Illinois, Trans Coastal Supply Company Inc. ships grain and other agricultural products like the ethanol byproduct distillers dried grains (DDGS) in containers to overseas buyers. Trans Coastal filed for Chapter 11 bankruptcy protection (Bankr. C.D. Ill. Case No. 15-71147) on July 23, 2015. Judge Mary P. Gorman presides over the Debtor's case. Jeffrey D. Richardson, Esq., at Richardson & Erickson, represents the Debtor. The Debtor estimated both assets and liabilities between $10 million and $50 million. TRAVELPORT WORLDWIDE: Appoints Scott Forbes as a Non-Exec. Director ------------------------------------------------------------------- Travelport has appointed Scott Forbes to its Board of Directors. He replaces Gregory Blank from Blackstone who has tendered his resignation to the Board following Blackstone's share sell down in March of this year. Scott's appointment is effective from July 15, 2016. In connection with the appointment, Mr. Forbes will be paid (1) $200,000 per year as compensation for his service as a member of the Board, in a mix of $75,000 in cash and $125,000 in time-based restricted share units, and (2) $10,000 in cash per year as compensation for his service as a member of the Audit Committee of the Board, consistent with the compensation paid to the other members of the Company's Board. Scott, an experienced non-executive director, has over 35 years' of operations, finance and online experience in businesses across a range of industry sectors. He currently serves as Chairman of two LSE-listed companies: Ascential plc, an international business to business media company; and Rightmove Group plc, the UK's number one property website which has been growing steadily since its inception over 15 years ago. Scott is also Chairman of the Innasol Group Limited, a leading UK renewable energy company, and was previously Chairman of Orbitz Worldwide, one of the world's largest online travel agencies, until its sale to Expedia in September 2015. Before that, Scott spent 15 years at Cendant Corporation, which was formerly the largest provider of travel and residential property services worldwide. While at Cendant Corporation, Scott held a number of senior executive roles including Group Managing Director of Cendant Europe, Middle East, Africa and Asia. Commenting on the appointment, Doug Steenland, Chairman of the Travelport Board of Directors, said: "I am very pleased to welcome Scott Forbes to our Board. Scott has deep experience in the travel industry, and also in the online and digital space, and has led, acquired and scaled multiple businesses. We look forward to drawing on his significant experience as we continue to execute on our proven strategy." Scott will also serve on the Audit Committee of the Travelport Board. The Travelport Board of Directors consists of eight members, all of whom, with the exception of Travelport's President and CEO, Gordon Wilson, are independent directors. About Travelport Worldwide Travelport Worldwide Limited is a travel commerce platform providing distribution, technology, payment and other solutions for the global travel and tourism industry. As of March 31, 2016, Travelport had $2.96 billion in total assets, $3.26 billion in total liabilities and a total deficit of $297 million. * * * As reported by the TCR on March 8, 2016, Standard & Poor's Ratings Services raised to 'B+' from 'B' its long-term corporate credit rating on U.K.-based travel services provider Travelport Worldwide Ltd. The outlook is stable. TRIANGLE USA: No Creditor's Committee Appointed ----------------------------------------------- Andrew R. Vara, Acting U.S. Trustee, informs the U.S. Bankruptcy Court for the District of Delaware that a committee of unsecured creditors has not been appointed in the Chapter 11 case of Triangle USA Petroleum Corporation due to insufficient response to the U.S. Trustee communication/contact for service on the committee. 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. TTJ ENTERPRISES: Court to Take Up Plan Outline on Aug. 17 --------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Louisiana is set to hold a hearing on August 17, at 11:00 a.m. to consider the outline of the Chapter 11 plan of reorganization proposed by TTJ Enterprises, LLC. The hearing will take place at the U.S. Bankruptcy Court, Room 222, 707 Florida Street, Baton Rouge, Louisiana. Objections must be filed no later than eight days before the hearing. TTJ Enterprises on July 14 proposed a plan to exit bankruptcy protection and pay the claims of its creditors. Under the plan, general unsecured creditors in Class 3, who hold an estimated $3.87 million in claims, will recover 5% of their claims if Taylor Jeansonne and Trasie Jeansonne Stelly waive their right to receive a distribution under the plan. If both creditors, who assert more than $3.6 million in claims, do not agree to waive their right, the Class 3 general unsecured creditors will receive less than 1% of their claims, according to the disclosure statement detailing the plan. A copy of the disclosure statement is available for free at https://is.gd/5SFXDl TTJ Enterprises is represented by: Noel Steffes Melancon, Esq. Steffes Vingiello & McKenzie LLC 13702 Coursey Boulevard, Bldg.3 Baton Rouge, Louisiana 70817 Telephone: 225.751.1751 Fax: 225.751.1998 Email: nsteffes@steffeslaw.com About TTJ Enterprises TTJ Enterprises, LLC owns and operates La Grove Plaza, Car Wash, Market and Lube Center located in the Parish of Ascension, Louisiana. TTJ Enterprises filed a Chapter 11 petition (Bankr. M.D. La. Case No. 16-10112) on Feb. 1, 2016. Noel Steffes Melancon, Esq., and William E. Steffes, Esq., at Steffes Vingiello & McKenzie LLC. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by James Taylor Jeansonne, president. UNITED MOBILE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: United Mobile Solutions, LLC 6140 Northbelt Parkway, Suite A Norcross, GA 30071 Case No.: 16-62537 Chapter 11 Petition Date: July 20, 2016 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Cameron M. McCord, Esq. JONES & WALDEN, LLC 21 Eighth Street, NE Atlanta, GA 30309 Tel: (404) 564-9300 Fax: (404) 564-9301 E-mail: cmccord@joneswalden.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Kil Won Lee, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ganb16-32537.pdf UNITED MOBILE: Files Ch.11 Petition to Facilitate Restructuring --------------------------------------------------------------- iTalk, Inc. on July 21, 2016, disclosed that United Mobile Solutions, LLC ("UMS LLC"), an indirect wholly owned subsidiary of iTalk, has filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Northern District of Georgia, to enhance liquidity while it reorganizes. In doing so, UMS LLC is moving forward to implement its financial restructuring plan, which is intended to significantly reduce debt and other liabilities, provide maximum recoveries for creditors and cause no interruption of its carrier master dealer operations. All retail stores operated by UMS LLC are open for business and continuing to operate in ordinary course. "Our retail units across the country are open and will operate without interruption throughout the reorganization process," said David Lee, President of iTalk. "The resulting deleveraging is expected to strengthen UMS LLC's balance sheet, creating a strong and sustainable capital structure and maximizing shareholder value." David Levy, CEO of iTalk, added, "We believe the financial restructuring plan we are announcing [Thurs]day is in the best interest of all UMS LLC's stakeholders." About iTalk iTalk is a full service solutions provider for the mobility industry, specializing in retail and wholesale distribution, master agent services, as well as providing turnkey dealer portal and logistic solutions to its customers and dealers. iTalk currently employs 30 people and is based in Norcross, GA with operations in San Antonio, TX, Dallas, TX, the Carolinas, Georgia and Miami, FL, with planned expansion to growth markets throughout the United States. VANTAGE SPECIALTIES: Moody's Affirms B2 Corporate Family Rating --------------------------------------------------------------- Moody's Investors Service affirmed Vantage Specialties Chemicals, Inc. B2 corporate family rating (CFR) and B2-PD probability of default rating (PDR) following its July 20th announced acquisition of ICV Mallet Holding, Inc., parent company to Mallet and Company, Inc. ("Mallet"). Moody's assigned B2 ratings to the amended and extended $60 million revolving credit facility due August 2019 and $386.5 million senior secured first lien term loan due February 2021, which was upsized from $301.5 million (balance as of March 31, 2016). Additionally, Moody's assigned a Caa1 rating to Vantage's new $40 million second lien term loan due February 2022. Vantage will use the added debt to finance the acquisition of Mallet from its current private equity owner ICV Partners. The transaction is expected to close in early August. The outlook is stable. The following summarizes the ratings activity: Ratings Assigned: Vantage Specialties, Inc. $60 million senior secured revolving credit facility due August 2019 -- B2 (LGD3) $386.5 million senior secured first lien term loan due February 2021 -- B2 (LGD3) $40 million second lien term loan due February 2022 -- Caa1 (LGD6) Outlook: Stable Ratings Affirmed: Vantage Specialties Chemicals, Inc. Corporate Family Rating -- B2 Probability of Default Rating -- B2-PD Outlook: Stable Ratings to be Withdrawn at close of transaction: Vantage Specialties, Inc. $60 million senior secured revolving credit facility due 2017 -- B2 (LGD4) $301.5 million senior secured first lien term loan due 2019 -- B2 (LGD4) The ratings are subject to the receipt and review of final documentation. RATINGS RATIONALE The B2 Corporate Family Rating (CFR) reflects Vantage's elevated pro forma leverage of approximately 5.1x Debt /EBITDA as of March 31, 2016 incorporating the Mallet acquisition as well as its moderate-to-low growth industry fundamentals. While the Mallet acquisition will increase the size and diversity of Vantage, the modest size of the company, reflected by revenues of $472 ($540 million on a pro forma basis with Mallet and the other acquisitions from 2015 and 2016), for the LTM period ending March 31, 2016, constrains the rating. Additionally, the company has moderate customer concentration since historically the top 15 customers represent 26% of Vantage's gross profit, and one customer accounts for roughly 9.2% of accounts receivable at December 31, 2015. While the company also has operations in Ohio, Arizona, Argentina and Pittsburgh, the meaningful operational dependence of the business on its two Illinois based manufacturing sites as well as the narrow financial disclosure that is inherent with a non-public filer also limit the rating. The B2 rating is supported by good EBITDA margins (above 15% for the LTM ending March 31, 2016) and established market positions in a wide range of end-uses, including cosmetics, fuel additives, detergents, and foods. The Mallet acquisition adds to Vantage's more resilient end markets since it provides solutions for the foodservice industries, including baking ingredients, release agents, emulsifiers, and other process-critical ingredients. Supporting Vantage's rating are the natural raw materials of animal and vegetable fats, which are considered sustainable and renewable. Additionally, the company benefits from the unique characteristics of the end-products which allow for: use in food and food processing, applications for personal care products, and suitability for "natural" and "green" requirements. Furthermore, in many applications Vantage's products represent a small part of the overall cost of finished goods for the customer, but provide a functional attribute. Vantage also benefits from favorable customer retention in the Specialty Derivatives business segment, wherein customers are more averse to switching to alternate suppliers due to concerns over the potential for change to product performance caused by differing formulations. Vantage's liquidity is good; supported by the expected $10 million cash balance following the Mallet transaction, positive free cash flow, and availability under the $60 million revolver. The revolver is expected to have $10 million drawn following the Mallet acquisition, and the company is expected to be an occasional user of the revolver to finance working capital needs. In July 2016, the term loan was increased to $386.5 million from $301.5 million in order to finance the acquisition of Mallet, a food ingredients company. At the same time, the $60 million revolver maturity was extended by 2.5 years to August 2019 and the first lien term loan maturity was extended by two years to February 2021. Additionally, a $40 million second lien term loan due February 2022 was put in place to help fund the transaction. As of March 31, 2016, Vantage has sufficient covenant headroom and is expected to maintain sufficient headroom through 2016, assuming economic stability in its main geographic markets. The company has required amortization of 1% per annum on the first lien term loan due February 2021. Capital expenditures are at maintenance levels and expected to range between $15-$20 million. While there is no regular dividend, in November of 2013 Vantage distributed an $83 million special dividend to The Resolute Fund II, L.P (fund managed by The Jordan Company) and management shareholders. Additional dividends are not expected in the near term, but may occur over time. The stable outlook reflects that Vantage's revenues will generally experience low-to-modest growth and good profitability, and benefit from the Specialty Derivatives business and the recent acquisition that have added higher margin products. Additionally, Moody's expects Vantage to retain relationships with key customers and continue to move away from commodity to more innovative specialty applications, as it has with recent acquisitions in jojoba, various personal care active ingredient products, and now the July 2016 acquisition of Mallet, in the foodservice industry. Furthermore, the company will continue to benefit from the steady performance of the Oleochemical business, which is aided by supply contracts that include monthly cost adjustments that stabilize margins when raw materials are volatile. Moody's would consider upgrading the ratings if the company expanded revenues substantially, near $800 million, achieved leverage sustainably below 4.0x, and realized Retained Cash Flow/Debt sustainably in the mid-teens. Conversely, the ratings or outlook could be lowered if earnings or liquidity were to deteriorate, resulting in shrinking cash flow generation, lower margins, or leverage sustained above 5.5x. Vantage Specialties Chemicals, Inc., based in Chicago, Illinois, is a privately-held, company that converts animal fat and vegetable oil into oleochemicals and related specialty chemicals. The company operates through two main complementary business segments, Oleochemicals and Specialty Derivatives, and produces more than 1,500 products for over 3,000 customers in 50 countries. Vantage was purchased by The Jordan Company, a private equity firm, in January 2012. With a history of growth through acquisitions, Vantage completed the acquisition of Mallet and Company, Inc. on July 20 2016. Vantage's revenue for the LTM ending March 31, 2016 was $472 million and adjusted EBITDA was $68 million (pro forma for Mallet and other acquisitions, the combined revenue and adjusted EBITDA would be $540 million and $85.1 million). VERSO PAPER: Moody's Assigns B1 CFR Following Ch. 11 Emergence -------------------------------------------------------------- Moody's Investors Servicea ssigned definitive ratings to Verso Paper Holdings LLC's (Verso) B2 $220 million six-year senior secured term loan and B1 corporate family rating (CFR). The provisional ratings were assigned pending the emergence from bankruptcy and the closing of the exit financing. At the same time, Verso was assigned a B1-PD probability of default rating, the outlook for the ratings are stable and the speculative grade liquidity rating is SGL-2. Assignments: Issuer: Verso Paper Holdings LLC -- Probability of Default Rating: Assigned B1-PD Definitive Ratings Assigned: Issuer: Verso Paper Holdings LLC -- Corporate Family Rating: Assigned B1 -- Senior Secured Term Loan: Assigned B2, LGD4 Affirmed: Issuer: Verso Paper Holdings LLC -- Speculative Grade Liquidity Rating: Affirmed at SGL-2 -- Outlook: Stable RATINGS RATIONALE Verso's B1 CFR primarily reflects expected adjusted leverage of 4.5 times, Verso's leading market share and cost position in the North American coated paper industry, and good liquidity. Verso's rating is constrained by the secular decline in demand for about 80% of the paper grades that the company produces (used for commercial printing, magazines, catalogs, books, and commercial inserts). Execution risks in management's focus on cost reduction and the potential transformation to other grades are also considered, including the potential for additional capital expenditures. Moody's said, “The $220 million secured term loan is rated B2, one notch below the LGD model implied rating, given our view that size of the priority debt ($375 million ABL plus priority trade payables) is large relative to the size of the term loan, and the lack of balance sheet debt that ranks behind the term loan that could provide loss absorption in the event of a default.” Verso has good liquidity (SGL-2), with about $150 million of availability on a $375 million asset-based revolving credit facility (unrated) that matures in five years. Moody's estimates Verso will generate about $30 million of positive free cash flow in the 12 months following emergence from bankruptcy, and will have minimal debt maturities. Covenant issues are not expected over the near term. The stable outlook considers Verso's good liquidity position and expectations that the coated paper sector will reduce supply to offset declining demand, allowing the company to maintain acceptable credit protection metrics through anticipated challenging industry conditions. A rating upgrade could result if (RCF-Capex)/TD exceeds 5% and EBITDA margins exceed 10% on a sustainable basis, while maintaining good liquidity. A rating downgrade could result if the company's liquidity position weakens or if (RCF-Capex)/TD drops below 3% on a sustainable basis. Headquartered in Memphis, Tennessee, Verso is the largest North American coated paper producer. The company emerged from Chapter 11 in July 2016. WASHINGTON MANAGEMENT: Court Prohibits Cash Collateral Use ---------------------------------------------------------- Judge Carla E. Craig of the U.S. Bankruptcy Court for the District of Connecticut prohibited Washington Management LLC from using cash collateral, after a Motion was filed by Shaw Growth Ventures, Inc. asking the Court to prohibit the Debtor from using cash collateral. Judge Craig prohibited the Debtor from using cash collateral pertaining to the property located at 65 Main Street, Ansonia, Connecticut. She directed the Debtor to turn over to Shaw Growth Ventures all rents received from the property. A full-text copy of the Order, dated July 19, 2016, is available at https://is.gd/3kGXBk Washington Management, LLC is represented by: Roy W. Moss, Esq. 143 Rowayton Ave. Norwalk, CT 06853 About Washington Management, LLC. Washington Management, LLC filed a chapter 11 petition (Bankr. D. Conn. Case No. 16-50333) on March 8, 2016. The Debtor is represented by Roy W. Moss, Esq. The case is assigned to Judge Carla E. Craig. WATERS EDGE: Case Summary & 4 Unsecured Creditors ------------------------------------------------- Debtor: Waters Edge on Herron Lake, LLC 2913 East 52nd Street Indianapolis, IN 46205 Case No.: 16-05568 Chapter 11 Petition Date: July 20, 2016 Court: United States Bankruptcy Court Southern District of Indiana (Indianapolis) Judge: Hon. James M. Carr Debtor's Counsel: Tarek Elias Mercho, Esq. MERCHO CAUGHEY & DELAY 828 E. 64th Street Indianapolis, IN 46220 Tel: 317-722-0607 Fax: 877-797-9648 E-mail: tk@mcdlegalfirm.com Total Assets: $1.28 million Total Liabilities: $208,500 The petition was signed by Keith Payne, managing member. A copy of the Debtor's list of four unsecured creditors is available for free at http://bankrupt.com/misc/insb16-05568.pdf WIRECO WORLDGROUP: Moody's Cuts Proposed 1st Lien Term Loan to B3 ----------------------------------------------------------------- Moody's Investors Service downgraded WireCo WorldGroup Inc.'s (New) ("WireCo (New)") proposed senior secured first lien term loan to B3. On July 12, 2016, Moody's assigned to WireCo (New) a B3 Corporate Family Rating and a B3-PD Probability of Default Rating based on the company's announced aquisition and refinancing. These ratings and the stable outlook on WireCo (New) remain unchanged. Moody's said, "WireCo WorldGroup Inc. ("WireCo") announced that it will upsize to $460 million its originally proposed $410 million senior secured first lien term loan which was announced on July 11, 2016. The B3 rating reflects the higher proportion of debt at the most senior level of WireCo's (New) debt capital structure. In addition, WireCo will downsize to $135 million its originally proposed $185 million senior secured second lien term loan. The Caa2 rating of the proposed senior secured second lien term loan is unchanged. We expect interest savings as a result of these changes." On June 25, 2016, WireCo entered into a Stock Subscription Agreement with affiliates of Onex Corporation ("Onex") whereby Onex will acquire a majority interest in WireCo. Onex will make an equity cash investment of approximately $260 million. Paine & Partners LLC will maintain a significant minority stake in WireCo. The transaction is subject to obtaining various approvals from governmental authorities, including antitrust approvals, to closing of senior debt financing and to the repayment of existing indebtedness. Moody's Investors Service placed the current ratings of WireCo, including the Caa1 Corporate Family Rating, on review for upgrade on July 12, 2016. This followed WireCo's announcement on July 11, 2016 that the company will refinance its entire capital structure. Moody's anticipates withdrawing the ratings on WireCo's existing senior secured bank credit facility due 2017 and senior unsecured notes due 2017 when these existing obligations have been repaid. Downgraded: Issuer: WireCo WorldGroup Inc. (New) -- Senior Secured 1st Lien Term Loan, downgraded to B3, LGD3 from B2, LGD3 The following ratings are unchanged: WireCo World Group Inc. Corporate Family Rating at Caa1, Ratings Under Review for Upgrade; Probability of Default Rating at Caa1-PD, Ratings Under Review for Upgrade; Senior Secured Bank Credit Facility due 2017 at B1, LGD2, Ratings Under Review for Upgrade; Senior Unsecured Notes due 2017 at Caa2, LGD5, Ratings Under Review for Upgrade; Issuer: WireCo WorldGroup Inc. (New) -- Corporate Family Rating, at B3 -- Probability of Default Rating, at B3-PD -- Senior Secured 2nd Lien Term Loan, at Caa2, LGD5 -- Outlook, at Stable RATINGS RATIONALE WireCo ratings benefit from its strong market share in providing high-tension steel and synthetic ropes and wire. The company's market position as well as its end market, geographical and customer diversification are credit strengths. Moody's also recognize WireCo's global footprint as a key credit strength. WireCo derives over 65% of its revenue from outside of the U.S., providing geographic diversity and lessening reliance on any single economy. The oil and gas end market represents approximately 23% of total revenue and generally contributes a good source of recurring revenue given the short replacement cycle for rig lines. However, rig counts have declined sharply, and demand for the required specialized steel and synthetic ropes has fallen as well. Moody's also considers in the ratings on-going weakness in mining, and relatively flat growth in industrial and infrastructure end markets. Positively, the fishing end market is strong. The stable outlook assumes WireCo (New) will be able to increase EBITA margin and generate a modest level of free cash flow despite challenging end market conditions. Moody's indicated the ratings could be upgraded should WireCo's (New) adjusted EBITA margin increase closer to 12%, adjusted EBITA-to-interest expense increase to over 2.0x, and adjusted debt-to-EBITDA decline to less than 5.0x. The rating could be downgraded should WireCo's (New) adjusted EBITA margin fall below 8%, adjusted EBITA-to-interest expense decline below 1.0x or adjusted debt-to-EBITDA increase to over 6.5x. WireCo WorldGroup, Inc. ("WireCo"), headquartered in Kansas City, MO, is a leading global manufacturer and seller of wire ropes, high-tech synthetic ropes, electromechanical cable, and other related products. The company sells into diverse industries including infrastructure, industrials, oil and gas, mining, and marine and fishing. Paine and Partners, LLC, through its respective affiliates, owns about 85% and management owns the remaining 15% of WireCo. Revenue for the twelve months ending March 31, 2016, totaled approximately $684 million. WPCS INTERNATIONAL: Iroquois Master, et al., Hold 9.9% Stake ------------------------------------------------------------ In a Schedule 13D filed with the Securities and Exchange Commission, Iroquois Master Fund Ltd., et al., disclosed that as of July 19, 2016, they collectively beneficially owned an aggregate of 284,962 shares of WPCS International Incorporated constituting approximately 9.99% of the Shares outstanding. A full-text copy of the regulatory filing is available at: https://is.gd/ZaTW4l About WPCS International Incorporated WPCS -- http://www.wpcs.com/-- operates in two business segments including: (1) providing communications infrastructure contracting services to the public services, healthcare, energy and corporate enterprise markets worldwide; and (2) developing a Bitcoin trading platform. WPCS reported a net loss attributable to the Company's common shareholders of $11.3 million on $24.4 million of revenue for the year ended April 30, 2015, compared with a net loss attributable to the Company's common shareholders of $11.2 million on $15.7 million of revenue for the year ended April 30, 2014. As of Jan. 31, 2016, WPCS had $6.94 million in total assets, $4.13 million in total liabilities and $2.81 million in total equity. WTE-S&S AG: Exclusive Plan Filing Period Extended to Nov. 30 ------------------------------------------------------------ The Hon. Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois has extended, at the behest of WTE S&S AG Enterprises LLC, the exclusive periods set forth in Sections 1121(b) and 1121(c) of the U.S. Bankruptcy Code to and including Nov. 30, 2016, and Jan. 31, 2017, respectively. The deadline for the filing of a Plan of Reorganization and supporting Disclosure Statement as established by the court order entered on March 23, 2016, is extended to and including Nov. 30, 2016. As reported by the Troubled Company Reporter on July 12, 2016, the Debtor asked the Court to extend the exclusive period for the Debtor to file a plan of reorganization to and including Nov. 30, 2016, and the period for the Debtor to solicit acceptances of the Plan to and including Jan. 31, 2017. Extending the Exclusive Periods and Plan Due Date will facilitate the Debtor's efforts in completing its Chapter 11 case, formulating a Plan and preparing for an effective mediation. About WTE-S&S AG WTE-S&S AG Enterprises, LLC, is a limited liability company formed for the purpose of constructing an anaerobic digester on the largest dairy farm in Door County, Wisconsin so as to generate electricity from harnessing methane extracted from animal waste. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 16-09913) on March 23, 2016. The petition was signed by James G. Philip as manager and designated representative. The Debtor is represented by David K. Welch, Esq., at Crane, Heyrnan, Simon, Welch & Clar. The case is assigned to Judge Donald R. Cassling. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. [^] BOOK REVIEW: Competitive Strategy for Health Care Organizations ------------------------------------------------------------------- Authors: Alan Sheldon and Susan Windham Publisher: Beard Books Softcover: 190 pages List Price: $34.95 Review by Francoise C. Arsenault Order your personal copy today at http://bit.ly/1nqvQ7V Competitive Strategy for Health Care Organizations: Techniques for Strategic Action is an informative book that provides practical guidance for senior health care managers and other health care professionals on the organizational and competitive strategic action needed to survive and to be successful in today's increasingly competitive health care marketplace. An important premise of the book is that the development and implementation of good competitive strategy involves a profound understanding of change. As the authors state at the outset: "What may need to be done in today's environment may involve great departure from the past, including major changes in the skills and attitudes of staff, and great tact and patience in bringing about the necessary strategic training." Although understanding change is certainly important in most fields, the authors demonstrate the particular importance of change to the health care field in the first and second chapters. In Chapter 1, the authors review the three eras of medical care (individual medicine, organizational medicine, and network medicine) and lay the groundwork for their model for competitive strategy development. Chapter 2 describes the factors that must be taken into account for successful strategic decision-making. These factors include the analysis of the environmental trends and competitive forces affecting the health care field, past, current, and future; the analysis of the competitive position of the organization; the setting of goals, objectives, and a strategy; the analysis of competitive performance; and the readaptation of the business, if necessary, through positioning activities, redirection of strategy, and organizational change. Chapters 3 through 7 discuss in detail the five positioning activities that are part of the model and therefore critical to the development and implementation of a successful strategy: scanning; product market analysis; collaboration; restructuring; and managing the physician. The chapter on managing the physician (Chapter 7) is the only section in the book that appears dated (the book was first published in 1984). In this day of physician- owned hospitals and physician-backed joint ventures, it is difficult to envision the physician in the passive role of "being managed." However, even the changing role of physicians since the book's first publication correlates with the authors' premise that their model for competitive strategic planning is based exactly on understanding and anticipating change, which is no better illustrated than in health care where change is measured not in years but in months. These middle chapters and the other chapters use a mixture of didactic presentation, graphs and charts, quotations from famous individuals, and anecdotes to render what can frequently be dry information in an entertaining and readable format. The final chapter of the book presents a case example (using the "South Clinic") as a summary of many of the issues and strategic alternatives discussed in the previous chapters. The final chapter also discusses the competitive issues specific to various types of health care delivery organizations, including teaching hospitals, community hospitals, group practices, independent practice associations, hospital groups, super groups and alliances, nursing homes, home health agencies, and for-profits. An interesting quote on for-profits indicates how time and change are indeed important factors in strategic planning in the health care field: "Behind many of the competitive concerns.lies the specter of the for- profits. Their competitive edge has lain until now in the excellence of their management. But developments in the past half- decade have shown that the voluntary sector can match the for- profits in management excellence. Despite reservations that may not always be untrue, the for-profit sector has demonstrated that good management can pay off in health care. But will the voluntary institutions end up making the same mistakes and having the same accusations leveled at them as the for-profits have? It is disturbing to talk to the head of a voluntary hospital group and hear him describe physicians as his potential competitors." ********* 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 ***