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/raid1/www/Hosts/bankrupt/TCR_Public/160804.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, August 4, 2016, Vol. 20, No. 217 Headlines 2654 HIGHWAY: Hires NAI Martens as Real Estate Broker 7980 BALCOM: Plan Outline Okayed, Confirmation Hearing on Sept. 14 ABENGOA BIOENERGY: Taps Amherst Consulting as Financial Advisor ADAPTIVE MEDIAS: Reports $5.63-Mil. Net Loss in March 31 Quarter ADINATH CORP: Trustee Taps Dentons as Counsel in TCPA Suit AEROPOSTALE INC: Court OKs Reduced Key Employee Retention Plan ALTOMARE AUTO: Hires DT Murphy as Automotive Consultants AMERICAN AIRLINES: Judge Tosses Employment Discrimination Suit ANGEL VELASCO: Court to Take Up Exit Plan on August 30 AOG ENTERTAINMENT: Committee May Hire Sheppard Mullin as Counsel ARCH COAL: Hires Duff & Phelps as Valuation Advisor ARGITAKOS LLC: Hires Zeisler & Zeisler as Counsel ATINUM MIDCON I: Hires Andrews Kurth as Counsel ATINUM MIDCON I: Hires Claro Group as Financial Advisor ATINUM MIDCON I: Hires PLS Inc as Sales Advisor and Agent AVON INT'L: S&P Assigns 'B' CCR, Outlook Stable AXALTA COATING: Moody's Raises CFR to Ba3, Outlook Stable AZAR J. VINCENT: Disclosures OK'd; Confirmation Hearing on Aug. 30 BBEAUTIFUL LLC: Hires Blecher Collins as Counsel BINDER & BINDER: Judge Approves Proposal to Shut Down BIOLASE INC: Reports $3.53-Mil. Net Loss for Q2 Ended June 30 BONANZA CREEK: Posts $49.48-Mil. Net Loss in Quarter Ended June 30 BOWLMOR AMF: S&P Affirms 'B' CCR & Rates $470MM Loan 'B+' BUCKTAIL MEDICAL: Patient Care Ombudsman Files 4th Report C & D PROPERTIES: Plan Approval Hearing Set for Aug. 30 CAESARS ENTERTAINMENT: More Creditors On Board with Restructuring CALIFORNIA PIZZA: S&P Affirms 'B-' CCR & Revises Outlook to Stable CALIFORNIA RESOURCES: S&P Lowers CCR to 'CC', Outlook Negative CAR CHARGING GROUP: Marcum LLP Raises Going Concern Doubt on Losses CDW LLC: S&P Affirms 'BB+' Corporate Credit Rating CONNIE M. HOWAT: Unsecureds to Recoup 10% Under Plan CONSTRUCTORS LIQUIDATION: Disclosures OK'd; Aug. 18 Plan Hearing CROSBY NATIONAL: Files 7th Amended Plan & Disclosure Statement DANIEL SALOMONE: Bid for Partial Summary Judgment Denied DELAWARE MOTEL: Hires Mucklow as Counsel DESERT SPRINGS: Hires Orrock Popka as Bankruptcy Counsel DISH NETWORK: S&P Lowers CCR to 'B+', Outlook Stable EAST COAST CABLEVISION: Coley is Alter Ego of LLCs, Court Says ECOSMART INC: Disclosures Approved; Plan Hearing on Sept. 7 ELK CREEK INTERNATIONAL: Hires Henderson as Bankruptcy Counsel ENCLAVE SHORES: Disclosure Statement Approval Hearing on Aug. 17 ENERGY FUTURE: NextEra to Buy Oncor in $18.4-Bil. Deal ESSER FAMILY DENTAL: Plan Gives 2% Recovery for Unsec. Creditors ESSER REALTY: Plan to Pay Unsecured Creditors in 3 Years FALCON REPAIR: Hires Cardenas as Bankruptcy Counsel FLYING STAR: Owners File Plan in Bid to Maintain Control of Company G-I HOLDINGS: NY Housing Authority Asks 3rd Cir. to Rehear Claims GAJENDRA ADHIKARI: Files Combined Plan and Disclosure Statement GAWKER MEDIA: Founder Nick Denton Files for Bankruptcy GOODMAN AND DOMINGUEZ: Court Extends Plan Filing Date to Aug. 31 GREGORY DAVID POJANI: Court to Take Up Exit Plan on Sept. 14 GRIGORY SHTENDER: Unsecureds to Recover 15% Under Plan GROUP 6842: Judge Wants Disclosure Statement Revised by Aug. 19 HALCON RESOURCES: Court Okays Protocol to Limit Equity Trades HARVEST OIL: Disclosures Okayed, Plan Hearing on August 23 HCA INC: Moody's Rates $1.0BB Sr. Sec. Term Loan 'Ba1' HEADWATERS INC: S&P Affirms 'BB-' CCR, Outlook Stable HORSEHEAD HOLDING: Court to Take Up Exit Plan on August 30 HYPNOTIC TAXI: Amends Disclosures; Trade Claims to Recoup 100% III EXPLORATION: Hires Cohne Kinghorn as Bankruptcy Counsel III EXPLORATION: Wants to Assume TSA with Petroglyph INNOVATIVE CONSTRUCTION: Unsecureds to Recoup 100% Under Plan INT'L SHIPHOLDING: Meeting to Form Creditors' Panel Set for Aug. 11 INVENTIV HEALTH: Moody's Retains B3 CFR on Change in Ownership IRINA ZAGORSKAYA: Disclosure Statement Hearing Set for Sept. 28 JULIET APRIL DANIELS: PCO Files 13th Interim Report K. HOVNANIAN: Moody's Assigns B2 Rating on $75MM Term Loan KINCAID HOLDINGS: Files Two-Pronged Bankruptcy Exit Plan KORN WONGSAROCHANA: Court to Take Up Plan Outline on August 30 LENAPE LAKE: Exit Plan to Pay General Unsecured Creditor in Full LENNY SHTAB: Unsecureds to Get 15% Dividend Over 60-Month Period LINN ENERGY: Court Approves Employee Benefit Program LINNCO LLC: Exchange Offer Period for Energy Units Expires LOGAN'S ROADHOUSE: Said to Plan Bankruptcy Amid Restaurant Slump M.M.B. ENTERPRISES: Plan to Pay $87K to Unsecured Creditors MAGNOLIA LANE: Liggett & Webb Raises Going Concern Doubt MARINA DISTRICT: Fitch Withdraws 'B' Issuer Default Rating MSCI INC: Moody's Assigns Ba2 Rating on $500MM Sr. Unsecured Notes MUNISH SAWHNEY: Disclosures OK'd; Confirmation Hearing on Aug. 23 NICKLAS LLC: Court to Take Up Plan Outline on August 30 NIEBERG MIDWOOD: Disclosure Statement Okayed; Aug. 30 Plan Hearing PACIFIC SUNWEAR: Seeks Nov. 3 Extension of Plan Filing Date PREMIER DENTAL: S&P Raises CCR to 'B-', Outlook Stable QUICKSILVER RESOURCES: IRS Objects to Plan Releases RAYMON NELSON: Summary Judgment Favoring C. Jackson Vacated ROBERT GORDON ROY: Court to Take Up Plan Outline on Sept. 8 ROBERTO SEBELEN MEDINA: Unsecureds to Get De Minimis Recovery RYCKMAN CREEK: Court to Take Up Exit Plan on August 30 RYCKMAN CREEK: Disclosure Statement Approval Hearing Today SAN BERNARDINO, CA: Bankruptcy End in Sight After Four Years SBA COMMUNICATIONS: Moody's Rates $800MM 8-Yr. Sr. Notes B3 SEVENTY SEVEN: Completes Restructuring, Exits Chapter 11 SEVENTY SEVEN: Emerges from Chapter 11 Bankruptcy SEVENTY SEVEN: Prepackaged Plan Declared Effective SPORTS AUTHORITY: Judge Rejects Bonus Package for Top Executives SPRINT CORP: Moody's Affirms B3 CFR, Outlook Stable STW RESOURCES: Files for Bankruptcy Protection SUNEDISON INC: Wins Court Approval for Executive Bonuses SUNSHINE OILSANDS: Enters Into Forbearance Agreement SUNWIN STEVIA: RBSM Raises Going Concern Doubt on Recurring Losses SYNOVUS FINANCIAL: Moody's Raises Rating on Sr. Debt to Ba1 TECTUM HOLDINGS: Moody's Assigns B2 CFR, Outlook Stable TERRA TECH: Amends March 31 Quarterly Report TIMOTHY BINKLEY: Unsecured Creditors to Get Nothing Under Plan TOOLING SCIENCE: U.S. Trustee Unable to Appoint Committee TRIGEE FOUNDATION: Ch.11 Case Reopened to Address Malpractice Suit TRITON INT'L: S&P Assigns 'BB+' CCR, Outlook Stable UCI INTERNATIONAL: Creditors' Panel Hires Zolfo as Fin'l Advisor UCI INTERNATIONAL: Panel Hires Cole Schotz as Co-Counsel UCI INTERNATIONAL: Panel Hires Morrison & Foerster as Counsel USG CORP: Moody's Raises CFR to Ba3, Outlook Remains Pos. VEROS ENERGY: Unsecured Creditors to Get 50% Under Liquidating Plan VERTELLUS SPECIALTIES: Hires Deloitte as Tax Consultant VICTOR ROMERO: Hires Innovative Solutions as Accountant VICTOR SEIJAS: Unsecured Creditors to Get 0.20% Under Plan VINH PHAT SUPERMARKET: Hires Downey Brand as Counsel VINH PHAT SUPERMARKET: Hires Gonzales & Sisto as Accountant VINH PHAT SUPERMARKET: Hires Hunt Jeppson as Special Counsel WAVEDIVISION HOLDINGS: S&P Affirms 'BB-' Rating on $515MM Loan WILLIAMS COMPANIES: Fitch Affirms 'BB+' LT Issuer Default Rating WOMEN'S WELLNESS: Seeks Nov. 14 Extension of Exclusive Periods [*] Corporate Default on 1st-Half of 2016 Reaches 30, Moody's Says [*] Moody's Publishes Study of Bank Defaults & Government Support ********* 2654 HIGHWAY: Hires NAI Martens as Real Estate Broker ----------------------------------------------------- 2654 Highway 169, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Kansas to employ David L. George of NAI Martens as real estate broker. NAI Martens shall receive a real estate commission equal to 4% of the gross sales price. NAI Martens will split the commission with the buyers' broker, pursuant to a Commission Agreement. Mr. George 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 Debtor and its estate. NAI Martens can be reached at: David L. George NAI MARTENS 435 S. Broadway St. Wichita, KS 67202 About 2654 Highway 169 2654 Highway 169, LLC, commenced a case (Bankr. D. Kan. Case No. 16-10644) under Chapter 11 of the Bankruptcy Code on April 13, 2016. The Company disclosed estimated assets of $10 million to $50 million and estimated debts of $10 million to $50 million. The petition was signed by Andrew Lewis, managing member. The case is assigned to Hon. Robert E. Nugent. 7980 BALCOM: Plan Outline Okayed, Confirmation Hearing on Sept. 14 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California is set to hold a hearing on Sept. 14, at 10:00 a.m., to consider approval of the Chapter 11 plan of reorganization of 7980 Balcom LLC. The bankruptcy court had earlier issued an order approving 7980 Balcom's disclosure statement, allowing the company to start soliciting votes from creditors. Creditors have until August 31 to cast their votes and file their objections to the plan, according to the court order dated July 21. The deadline for 7980 Balcom to file a report of the voting results is September 9. The Debtor is represented by: Chris Gautschi, Esq. 3463 State St 180 Santa Barbara, CA 93105 Phone: 949-2945497 Fax: 714-2426718 Email: sanschromo@yahoo.com About 7980 Balcom 7980 Balcom LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C. D. Calif. Case No. 15-12421) on December 9, 2015. The petition was signed by Melissa Houlihan, managing member. The case is assigned to Judge Peter Carroll. 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. ABENGOA BIOENERGY: Taps Amherst Consulting as Financial Advisor --------------------------------------------------------------- Abengoa Bioenergy US Holding, LLC, et al., seek authority from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ Amherst Consulting, LLC as financial advisor to the Debtors, effective July 6, 2016. Abengoa Bioenergy requires Amherst Consulting to: a. assist in the production of rolling 13-week cash flow forecasts and cash variance reports; b. update the DIP loan budgets; and c. provide other services as defined by the Debtors and agreed to by Amherst Consulting in writing. Amherst Consulting will be paid at these hourly rates: Partner $450 Managing Director $400 Associate $250 Amherst Consulting will be paid the amount of $50,000 as retainer. Amherst Consulting will also be reimbursed for reasonable out-of-pocket expenses incurred. James Morden, managing director of Amherst Consulting, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Amherst Consulting can be reached at: James Morden AMHERST CONSULTING, LLC 255 East Brown Street, Suite 120 Birmingham, MI 48009 Tel: (248) 542-5660 Fax: (248) 542-9247 About Abengoa Bioenergy US Holding, LLC. 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. ADAPTIVE MEDIAS: Reports $5.63-Mil. Net Loss in March 31 Quarter ---------------------------------------------------------------- Adaptive Medias, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $5.63 million on $173,087 of revenues for the three months ended March 31, 2016, compared with a net loss of $6.96 million on $1.17 million of revenue for the same period last year. The Company's balance sheet at Mar. 31, 2016, showed $1.31 million in total assets, $9.24 million in total liabilities, and stockholders' deficit of $7.93 million. As of March 31, 2016, the Company does not have an adequate source of operating revenue to cover its operating costs, and have only limited working capital with which to pursue its business plan. The amount of capital required to sustain operations until the Company achieve positive cash flow from operations is subject to future events and uncertainties. It will be necessary for them to secure additional working capital through sales of their common stock and/or debt financing, and there can be no assurance that such funding will be available in the future. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: http://bit.ly/2aoWCYR Adaptive Medias, Inc., provides digital video and mobile solutions for publishers and video content owners for video content management, delivery, syndication and monetization. The Irvine, California-based Company's platform offers an HTML5 (Fully Responsive)/Flash-friendly video player and provides premium content. ADINATH CORP: Trustee Taps Dentons as Counsel in TCPA Suit ---------------------------------------------------------- Charles M. Berk, the Liquidating Trustee of Adinath Corp. and SFS, Ltd. (f/k/a Simply Fashion Stores, Ltd.), seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Nathan Garroway of the firm of Dentons LLP in Atlanta, Georgia, as counsel to the Debtors in the ordinary course of business, nunc pro tunc to July 13, 2016. Prior to the Debtor filing the Chapter 11 petition on April 18, 2015, Simply Fashion Stores, Ltd was sued by Latonya Simms asserting violation of the Federal Telephone Consumer Protection Act, 47 U.S.C. Sec. 227, et seq., based upon text messages she received on her cellphone soliciting sales from the Debtor. ExactTarget, Inc., the Debtor's messaging provider, was also sued as a defendant. The Debtor was defended by Dentons. The suit was initially filed in the U.S. District Court in California and transferred to the U.S. District Court for the Southern District of Indiana, Case No. 1:14-cv-737-WTL-DKL. Dentons continued to represent the Debtor through the course of the Chapter 11 proceeding. Mr. Berk requires Dentons to assist and advise the Debtor's estate in the operation of its business and to defend the estate in matters arising in the ordinary course of the Debtor's business. Dentons will be paid $10,000 per month, excluding costs and disbursements. Dentons will also be reimbursed for reasonable out-of-pocket expenses incurred. Nathan Garroway, of the firm of Dentons LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Dentons can be reached at: Nathan Garroway, Esq. DENTONS LLP 303 Peachtree Street NE, Suite 5300 Atlanta, GA 30308 Tel: (404) 527-4000 Fax: (404) 527-4198 About Simply Fashion Stores Owned by the Shah family, Simply Fashion has 247 stores in 25 states across the country in major markets such as Detroit, Miami, New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and Dallas. Founded in 1991, Simply Fashion is primarily a brick and mortar retailer of Junior, Plus and Super Plus women's fashion catering to African-American women between the ages of 25 and 55, with locations in 25 states. Adinath Corp. is the general partner of Simply Fashion. It is owned 100% by Bhavana Shah. On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla., Case No. 15-16885). The cases are under the Honorable Laurel M. Isicoff. The Debtors have tapped Berger Singerman LLP as counsel; Kapila Mukamal, LLP, as restructuring advisor; and Prime Clerk LLC as claims and noticing agent. Simply Fashion estimated $10 million to $50 million in assets and debt. The U.S. Trustee for Region 21 appointed five creditors to serve on the official committee of unsecured creditors. On July 24, 2015, the U.S. Trustee appointed James P.S. Leshaw as consumer privacy ombudsman in the Debtors' Chapter 11 cases. * * * On Aug. 20, 2015, the Court entered an order authorizing the Debtors to sell their intellectual property assets. Pursuant to Section 5.1(b) of the Asset Purchase Agreement, the Debtors have changed the legal name of "Simply Fashion Stores, Ltd." to "SFS, Ltd." AEROPOSTALE INC: Court OKs Reduced Key Employee Retention Plan -------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court issued an order approving Aeropostale's key employee retention plan. The order states, "The Motion, insofar as it relates to the KERP, is granted as set forth herein, and the hearing on the Motion with respect to the KEIP is adjourned to a date to be determined. Pursuant to an agreement with the United States Trustee for Region 2, three individuals will be removed as KERP Participants, and the amount of the payout under the KERP for one KERP Participant will be reduced to the amount agreed upon by the Debtors and U.S. Trustee. Payouts under the KERP will be made no later than September 30, 2016, 20 days later than the date originally set forth in the Motion." As previously reported, Aeropostale's motion KERP/KEIP explained, "Given the challenges posed by the highly-competitive industry in which the Debtors operate, the Debtors and FTI developed the KEIP and KERP with the goals of (i) incentivizing the KEIP Participants to create value for the benefit of all stakeholders, (ii) motivating and retaining the KERP Participants throughout the Debtors' restructuring process, and (iii) rewarding the KEIP and KERP Participants at market level compensation." About Aeropostale Inc. Aeropostale, Inc. (OTC Pink: AROPQ) is a specialty retailer of casual apparel and accessories, principally serving young women and men through its Aeropostale(R) and Aeropostale Factory(TM) stores and website and 4 to 12 year-olds through its P.S. from Aeropostale stores and website. The Company provides customers with a focused selection of high quality fashion and fashion basic merchandise at compelling values in an exciting and customer friendly store environment. Aeropostale maintains control over its proprietary brands by designing, sourcing, marketing and selling all of its own merchandise. As of May 1, 2016 the Company operated 739 Aeropostale(R) stores in 50 states and Puerto Rico, 41 Aeropostale stores in Canada and 25 P.S. from Aeropostale(R) stores in 12 states. In addition, pursuant to various licensing agreements, the Company's licensees currently operate 322 Aeropostale(R) and P.S. from Aeropostale(R) locations in the Middle East, Asia, Europe, and Latin America. Since November 2012, Aeropostale, Inc. has operated GoJane.com, an online women's fashion footwear and apparel retailer. Aeropostale, Inc. and 10 of its affiliates each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11275) on May 4, 2016. The petitions were signed by Marc G. Schuback as senior vice president, general counsel and secretary. The Debtors listed total assets of $354.38 million and total debts of $390.02 million as of Jan. 30, 2016. The Debtors have hired Weil, Gotshal & Manges LLP as counsel; FTI Consulting, Inc. as restructuring advisor; Stifel, Nicolaus & Company, Inc. and Miller Buckfire & Company LLC as investment bankers; RCS Real Estate Advisors as real estate advisors; Prime Clerk LLC as claims and noticing agent; Stikeman Elliot LLP as Canadian counsel; and Togut, Segal & Segal LLP as conflicts counsel. Judge Sean H. Lane is assigned to the cases. The U.S. trustee for Region 2 on May 11 appointed seven creditors of Aeropostale Inc. to serve on the official committee of unsecured creditors. The Committee hired Pachulski Stang Ziehl & Jones LLP as counsel. ALTOMARE AUTO: Hires DT Murphy as Automotive Consultants -------------------------------------------------------- Altomare Auto Group, LLC, dba Union Volkswagen, and Altomare 22 Union, LLC seek authorization from the U.S. Bankruptcy Court for the District of New Jersey to employ D.T. Murphy & Company as automotive consultants. The Debtors require D.T. Murphy to provide assistance in advertising a proposed sale of the dealership, and for dealing with other prospective purchasers. D.T. Murphy will charge an hourly rate of $200 to be submitted and approved by application to the Court. D.T. Murphy will also be reimbursed for reasonable out-of-pocket expenses incurred. Daniel T. Murphy, member of or associated with D.T. Murphy, 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. D.T. Murphy can be reached at: Daniel T. Murphy D.T. MURPHY & COMPANY 52 Ridgewood Avenue Glen Ridge, NJ 07028 Cell: (973) 809-9311 E-mail: dan@dtmurphy.com About Altomare Auto Group Altomare Auto Group, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 16-22376) on June 27, 2016. The petition was signed by Anthony Altomare, managing member. At the time of the filing, the Debtor disclosed $9.04 million in assets and $12.78 million in liabilities. AMERICAN AIRLINES: Judge Tosses Employment Discrimination Suit -------------------------------------------------------------- William Gorta, writing for Bankruptcy Law360, reported that a former American Airlines employee cannot press forward in her $1.5 million employment discrimination suit against American Airlines because she did not promptly file her claim after an initial stay against claims at the beginning of the Chapter 11 proceeding was lifted, U.S. Bankruptcy Judge Sean Lane ruled. The judge read his ruling for the bench in a telephone conference, saying he was "very sympathetic" to the plight of Faith Stewart. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. The Debtors tapped Weil, Gotshal & Manges LLP as bankruptcy counsel; Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, as special counsel; Rothschild Inc., as financial advisor; and Garden City Group Inc. as claims and notice agent. The Official Committee of Unsecured Creditors retained Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP as counsel; Togut, Segal & Segal LLP as co-counsel for conflicts and other matters; Moelis & Company LLC as investment banker; and Mesirow Financial Consulting, LLC, as financial advisor. AMR Corp., emerged from Chapter 11 bankruptcy protection on Dec. 9, 2013, upon which it merged with US Airways Group. The combination of American Airlines and US Airways will result in the largest U.S. airline, with the leading share of traffic along the East Coast and Central U.S. regions. ANGEL VELASCO: Court to Take Up Exit Plan on August 30 ------------------------------------------------------ A U.S. bankruptcy judge will consider approval of the Chapter 11 plan of reorganization of Angel Velasco and Gloria Mercedes Hincapie at a hearing on August 30. Judge Robert Mark of the U.S. Bankruptcy Court for the Southern District of Florida will hold the hearing at the U.S. Bankruptcy Court, Courtroom 4, 301 North Miami Avenue, Miami, Florida. The bankruptcy judge had earlier issued an order approving the Debtors' disclosure statement, allowing them to start soliciting votes from creditors. The restructuring plan filed on July 20 proposes to set aside $42,000 to pay Class 3 unsecured claims. The Debtors will make an equal quarterly payment of $2,100 to unsecured creditors pro rata, according to the disclosure statement. A copy of the disclosure statement is available for free at https://is.gd/hv4j61 About the Debtors Angel Velasco and Gloria Mercedes Hincapie sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Fla. Case No. 13-10164). The case is assigned to Judge Robert A. Mark. AOG ENTERTAINMENT: Committee May Hire Sheppard Mullin as Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of AOG Entertainment Inc., et al., sought and obtained authorization from the U.S. Bankruptcy Court for the Southern District of New York to retain Sheppard Mullin Ritcher & Hampton LLP, as counsel for the Committee, nunc pro tunc to May 20, 2016. The Committee requires Sheppard Mullin to: a. advise the Committee with respect to its rights, duties and powers in these cases; b. assist and advise the Committee in its consultations with the Debtors relating to the administration of these cases; c. attend meetings and negotiate with representatives of the Debtors and other parties in interest; d. assist the Committee in analyzing the claims of the Debtors' capital structure and in negotiating with the holders of claims and, if appropriate, equity interests; e. assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and other parties involved with he Debtors, and of the operation of the Debtors' business; f. assist the Committee in its analysis of, and negotiations with he Debtors or any other third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing transactions and the terms of a disclosure statement and plan of reorganization or liquidation for the Debtors; g. assist and advise the Committee as to its communications, if any, to the general creditor body regarding significant matters in these cases; h. represent the Committee at all hearings and other proceedings; i. review, analyze, and advise the Committee with respect to applications, orders, statements of operations and schedules filed with the Court; j. negotiate with the key constituents in furtherance of the development of a chapter 11 plan, either co-sponsored, supported or not supported by the Debtors; k. assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; and l. perform such other legal services as may be required and are deemed to be in the interest of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code. Sheppard Mullin will be paid at these hourly rates: Partners $595-$1,010 Special Counsel/Associates $335-$875 Paraprofessionals $170-$475 Sheppard Mullin will also be reimbursed for reasonable out-of-pocket expenses incurred. Craig A. Wolfe, Jr., partner with the Sheppard Mullin Ritcher & Hampton LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Consistent with the United State Trustees' Appendix B - Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. Sec. 330 by Attorneys in Larger Chapter 11 Cases, which became effective on November 1, 2013, Mr. Wolfe attested that: a. Sheppard Mullin did not agree to a variation of its standard or customary billing arrangement for this engagement; b. none of the professionals included in this engagement have varied their rate based on the geographic location of these chapter 11 cases; c. the committee did not exist until it was formed after the Petition Date, therefore, Sheppard Mullin could not and did not represent the Committee prior to the Petition Date; and d. the committee has approved Sheppard Mullin's proposed rates and staffing plan, and are working to develop a budget acceptable to the Committee in light of its current assessment of these case and its anticipated strategy. Sheppard Mullin can be reached at: Craig A. Wolfe, Esq. Sheppard Mullin Ritcher & Hampton LLP 30 Rockefeller Plaza New York, NY 10112 Tel: (212)653-8700 Fax: (212)653-8701 About AOG Entertainment, Inc. CORE Entertainment Inc. and its subsidiaries own, produce, develop and commercially exploit entertainment content. The Company's portfolio of world-class brands and entertainment properties includes participation in the "IDOL"-branded shows, including American Idol, Deutschland sucht den Superstar, Nouvelle Star and more than fifty other franchises shown around the world, and the popular television series "So You Think You Can Dance". The Company conducts its primary business activities through its subsidiary groups, including 19 Entertainment. CORE Entertainment Inc. and 47 other affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-11087 to 16-11134, respectively) on April 28, 2016, two days prior to the expiration of their forbearance agreement with (a) certain lenders holding the requisite amount of loans under a first lien term loan facility; and (b) Crestview Media Investors, L.P., as lender under the first lien term loan facility and a second lien term loan facility. Pursuant to the Forbearance Agreements, the lenders agreed to forbear from exercising their remedies on account of any missed payments or certain alleged defaults under the Term Loan Agreements. The Debtors estimated assets and liabilities in the range of $100 million to $500 million. The Debtors have hired Matthew A. Feldman, Esq., Paul V. Shalhoub, Esq., and Andrew S. Mordkoff, Esq., at Willkie Farr & Gallagher LLP as counsel, Moelis & Company, LLC as financial advisor, PricewaterhouseCoopers LLP as auditors and tax consultants and Kurtzman Carson Consultants LLC as claims, noticing and administrative agent. The cases are jointly administered under AOG Entertainment, Inc., Case No. 16-11090 before the Honorable Stuart M. Bernstein. The official committee of unsecured creditors retained Zolfo Cooper, LLC as its financial advisor; and Sheppard Mullin Richter & Hampton, LLP as counsel. ARCH COAL: Hires Duff & Phelps as Valuation Advisor --------------------------------------------------- Arch Coal, Inc., et al., seek authority from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ Duff & Phelps, LLC as valuation advisor to the Debtors, nunc pro tunc to July 15, 2016. Arch Coal requires Duff & Phelps to render valuation services during the chapter 11 cases, including the estimation of the fair value and remaining useful life of certain assets and liabilities, including the Debtors' property, plant and equipment and mineral interests at ten of the Debtors' mining complexes, certain of the Debtors' joint ventures, the assets and liabilities associated with certain of the Debtors' coal contracts and royalty agreements and surface land rights at certain of the Debtors' mines. Duff & Phelps will be paid at these hourly rates: Task Estimated Fee Range Valuation of Property, Plant & Equipment $180,000–$190,000 Valuation of Mineral Interests at 10 Mine Complexes $160,000–$170,000 Valuation of Surface Land at Four Mine Sites $25,000–$35,000 Valuation of Other Assets/Liabilities $45,000–$50,000 Narrative Report and Administration $20,000–$25,000 Total $430,000–$470,000 Duff & Phelps will also be reimbursed for reasonable out-of-pocket expenses incurred. Edward Lee, managing director in the financial services firm of Duff & Phelps, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Duff & Phelps can be reached at: Edward Lee DUFF & PHELPS, LLC 345 California Street, Suite 2100 San Francisco, CA 94104 Tel: (415) 693-5333 Fax: (415) 693-5301 E-mail: edward.lee@duffandphelps.com About Arch Coal Founded in 1969, Arch Coal, Inc., is a producer and marketer of coal in the United States, with operations and coal reserves in each of the major coal-producing regions of the Country. As of January 2016, it was the second-largest holder of coal reserves in the United States, owning or controlling over five billion tons of proven and probable reserves. As of the Petition Date, Arch employed approximately 4,600 full and part-time employees. Arch Coal, Inc., and 71 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to 16-40191) on Jan. 11, 2016. The petition was signed by Robert G. Jones as senior vice president-law, general counsel and secretary. The Debtors disclosed total assets of $5.84 billion and total debt of $6.45 billion. Judge Charles E. Rendlen III has been assigned the case. The Debtors have engaged Davis Polk & Wardwell LLP as counsel, Bryan Cave LLP as local counsel, FTI Consulting, Inc. as restructuring advisor, PJT Partners as investment banker, and Prime Clerk LLC as notice, claims and solicitation agent. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee has retained Kramer Levin Naftalis & Frankel LLP as counsel; Spencer Fane LLP as local counsel; Berkeley Research Group, LLC as financial advisor; Jefferies LLC as investment banker; and Blackacre LLC as coal consultant. ARGITAKOS LLC: Hires Zeisler & Zeisler as Counsel ------------------------------------------------- Argitakos, LLC files an amended application with the U.S. Bankruptcy Court for the District of Connecticut seeking authority to employ Zeisler & Zeisler, P.C. as counsel. The Debtor contemplates that Zeisler & Zeisler will render general legal services to the Debtor as needed throughout the course of this Chapter 11 case, including litigation and bankruptcy assistance and advice. Certain of the legal services that Zeisler & Zeisler will render to the Debtor include: (a) advising the Debtor of his rights, powers and duties as Debtor and Debtor-in-possession continuing to operate and manage his business and property; (b) advising the Debtor concerning and assisting in the negotiation and documentation of financing agreements, debt restructuring, cash collateral orders and related transactions; (c) reviewing the nature and validity of liens asserted against the property of the Debtor and advising the Debtor concerning the enforceability of such liens; (d) advising the Debtor concerning the actions that it might take to collect and to recover property for the benefit of the Debtor's estate; (e) preparing on behalf of the Debtor certain necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules and other documents, and reviewing all financial and other reports to be filed in this Chapter 11 case; (f) advising the Debtor concerning, and preparing responses to, applications, motions, pleadings, notices and other papers which will be filed and served in this Chapter 11 case; (g) counseling the Debtor in connection with the formulation, negotiation and promulgation of a plan of reorganization and related documents; and (h) performing all other legal services for and on behalf of the Debtor which will be necessary or appropriate in the administration of this Chapter 11 case. Zeisler & Zeisler will be paid at these hourly rates: Matthew K. Beatman $425 Partners $325-$525 Associates $275-$315 Paralegals $150-$185 Zeisler & Zeisler will also be reimbursed for reasonable out-of-pocket expenses incurred. Zeisler & Zeisler received a retainer in the amount of $21,717. Matthew K. Beatman, principal of Zeisler & Zeisler, 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. Zeisler & Zeisler can be reached at: Matthew K. Beatman, Esq. ZEISLER & ZEISLER, P.C. 10 Middle Street, 15th Floor Bridgeport, CT 06604 Tel: (203) 368-4234 Fax: (203) 367-9678 E-mail: mbeatman@zeislaw.com About Argitakos LLC Argitakos, LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No. 2:16-bk-20851) on May 27, 2016. ATINUM MIDCON I: Hires Andrews Kurth as Counsel ----------------------------------------------- Atinum MidCon I, LLC seeks authorization from the U.S. Bankruptcy Court for the Southern District of Texas to employ Andrews Kurth LLP as counsel. The professional services Andrews Kurth will be required to render include, but are not limited to the following: (a) advising the Debtor with respect to its powers and duties as a debtor-in-possession; (b) advising and consulting on the conduct of this chapter 11 case, including all of the legal and administrative requirements of operating in chapter 11; (c) attending meetings and negotiating with representatives of creditors and other parties in interest; (d) taking all necessary actions to protect and preserve the Debtor's estate, including prosecuting actions on the Debtor's behalf, defending any actions commenced against the Debtor and representing the Debtor in negotiations concerning litigation in which the Debtor is involved, including prosecuting objections to claims filed against the Debtor's estate; (e) preparing pleadings in connection with the chapter 11 case, including motions, applications, answers, draft orders, reports and other documents necessary or otherwise beneficial to the administration of the Debtor's estate; (f) representing the Debtor in connection with obtaining authority to use cash collateral and, if necessary, obtaining postpetition financing; (g) appearing before the Court and any appellate courts to represent the interests of the Debtor's estate; (h) advising the Debtor regarding tax matters; (i) effectuating the sale of the Debtor's assets pursuant to sections 105 and 363 of the Bankruptcy Code; and (j) performing all other necessary legal services for the Debtor in connection with the prosecution of its chapter 11 case, including: (i) analyzing the Debtor's contracts and the assumption and assignment or rejection thereof: (ii) analyzing the validity of liens asserted against the Debtor and its assets; and (iii) advising the Debtor on other corporate and litigation issues as they arise. Andrews Kurth will be paid at these hourly rates: David Zdunkewicz, partner $895 Timothy Davidson II, partner $730 Joseph W. Buoni, associate $580 Partners $475-$1,300 Associates $325-$725 Paraprofessionals $225-$395 Andrews Kurth will also be reimbursed for reasonable out-of-pocket expenses incurred. Andrews Kurth received a retainer for services to be performed and reimbursement of related expenses in the prosecution of this Chapter 11 case of approximately $750,000. The current balance of the retainer is $704,492.15. Timothy A. "Tad" Davidson II, partner of Andrews Kurth, 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. Andrews Kurth can be reached at: Timothy A. "Tad" Davidson II, Esq. ANDREWS KURTH LLP 600 Travis, Suite 4200 Houston, TX 77002 Tel: (713) 220-4200 Fax: (713) 220-4285 E-mail: taddavidson@andrewskurth.com Headquartered in Houston, Texas, Atinum MidCon I, LLC, owns non-operated working interests in oil and gas wells and properties located in Kansas and Oklahoma. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 16-33645) on July 22, 2016, estimating its assets at between $100 million and $500 million and its debts at between $100 million and $500 million. The petition was signed by Robert E. Ogle, chief restructuring officer. Judge Marvin Isgur presides over the case. Timothy Alvin Davidson, II, Esq., at Andrews Kurth LLP serves as the Debtor's counsel. Claro Group LLC is the Debtor's financial advisor. PLS. INC. is the Debtor's sales agent. ATINUM MIDCON I: Hires Claro Group as Financial Advisor ------------------------------------------------------- Atinum MidCon I, LLC seeks authorization from the U.S. Bankruptcy Court for the Southern District of Texas to employ The Claro Group, LLC as financial advisor and consultant, and Robert E. Ogle as chief restructuring officer nunc pro tunc to June 6, 2016. The Debtor requires Claro Group and Mr. Ogle to: (a) analyze the cash position and cash needs of teh Debtor and all related entities and businesses; (b) analyze claims against assets held by the Debtor and all related entities and businesses; (c) provide technical and analytical support with regard to the abandonment, return or liquidation of the Debtor's assets; (d) provide technical and analytical support in connection with the reconciliation and collection of pre and post-petition Accounts Receivable; (e) provide technical and analytical support in connection with the preparation or amendment of the Debtor's Schedules and Statement of Financial Affairs and for any related entities or businesses, if necessary; (f) prepare operating reports and financial statements; (g) provide forensic accounting and litigation support services to the Debtor; (h) provide forensic data preservation and data analytics; (i) provide a cash management system to control cash deposits; (j) analyze employee payroll information; and (k) provide other services as may be required by the Debtor. In addition to the general support services to be provided by Claro Group, Mr. Ogle has been retained to act as the Debtor's CRO. Mr. Ogle, as CRO, will exercise these powers as officer of the Debtor: -- execute and/or file, or cause to be executed and/or filed all necessary documents in connection with the Debtor's Chapter 11 Case, including, but not limited to, all affidavits, motions, lists, applications, pleadings and other papers, and all amendments and supplements thereto. -- prepare and execute a plan of reorganization for the Debtor containing terms and conditions that the CRO determines to be in the best interests of the Debtor its bankruptcy estate and to submit such plan and any and all subsequent amendments, modifications, changes or additions to the Debtor's creditors and the Bankruptcy Court for approval pursuant to the requirements of the Bankruptcy Code. -- take or cause to be taken in the name of the Debtor all such other and further actions and to execute, deliver, and perform for and on behalf of the Debtor, as debtor and debtor-in-possession, any documents, agreements, settlements, guarantees, instruments, or undertakings as he may deem necessary or appropriate to confirm a plan of reorganization and conduct the Chapter 11 Case in a manner that maximized the value of the Debtor. Claro Group and Mr. Ogle were retained by the Debtor on June 6, 2016, and have continued to advise and consult with the Debtor on bankruptcy and operational matters. Claro Group has received a $250,000 pre-petition retainer from the Debtor. Claro Group will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert E. Ogle, senior advisor of Claro Group, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Claro Group can be reached at: Robert E. Ogle THE CLARO GROUP, LLC 1221 McKinney Street, Ste 2850 Houston, TX 77010 Tel: (713) 454-7730 Headquartered in Houston, Texas, Atinum MidCon I, LLC, owns non-operated working interests in oil and gas wells and properties located in Kansas and Oklahoma. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 16-33645) on July 22, 2016, estimating its assets at between $100 million and $500 million and its debts at between $100 million and $500 million. The petition was signed by Robert E. Ogle, chief restructuring officer. Judge Marvin Isgur presides over the case. Timothy Alvin Davidson, II, Esq., at Andrews Kurth LLP serves as the Debtor's counsel. Claro Group LLC is the Debtor's financial advisor. PLS. INC. is the Debtor's sales agent. ATINUM MIDCON I: Hires PLS Inc as Sales Advisor and Agent --------------------------------------------------------- Atinum MidCon I, LLC seeks authorization from the U.S. Bankruptcy Court for the Southern District of Texas to employ PLS, Inc. as sales advisor and sales agent. The Debtor requires PLS Inc to: (a) assist the Debtor in determining the value of its Assets; (b) assist and advise the Debtor in preparation of Sale Packages defined as both aggregation of public and seller provided data, preparation of relevant data bases, and in the creation of informal and formal sale brochures, offering memoranda and sale information; (c) advertise the Debtor's Assets in PLS' industry reports and on PLS' website; (d) prepare offering memoranda, introductory/teaser letters and sales brochures and provide same to prospective purchasers; (e) create and maintain an internet data room for access by potential purchasers; (f) aggressively call and solicit the Sale Package to potential purchasers; (g) coordinate presentations to potential purchasers interested in learning additional information about the Debtor's Assets; (h) provide services needed to ensure a successful closing, including services relating to negotiations and the selection of the best purchaser of the Debtor's Assets. PLS Inc will be paid according to this fee and expense structure: -- Initial Fee. The Debtor paid an initial fee of $24,000 when it entered into the Engagement Letter. -- Monthly Fee. A monthly fee equal to $6,900 payable on the first day of each month until the expiration or termination of the Engagement Letter. -- Success Fee. At the closing for the sale of the Assets, PLS will be paid a success fee equal to 0.65% of the Total Transaction Value out of the sale proceeds, with a minimum success fee of $200,000. PLS will credit the Initial Fee and any Monthly Fees against the Success Fee. However, if the Debtor's Assets are purchased through a credit bid, PLS (i) will be entitled to a Success Fee of $200,000 from the party making the successful credit bid, and (ii) will not credit the Initial Fee and any Monthly Fees against the $200,000 payment. -- Non-Sale Fees. If the sale of the Debtor's Assets does not occur, PLS shall receive (i) a $25,000 termination fee, and (ii) reimbursement for all engineering and technical services provided during the course of the marketing, solicitation, and sale process. The hourly rate assigned to engineering work if $250 per hour and the hourly rate for technical services is $100 per hour. -- Courtroom Services Fees. PLS will provide ten hours of courtroom services free of charge. It will charge $250 for each hour of courtroom service required after the tenth hour of service. -- Expense Reimbursements. Except for the reimbursements set forth above, the Engagement Letter does not allow for expense reimbursements. Ronyld W. Wise, managing director of PLS Inc, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. PLS Inc can be reached at: Ronyld W. Wise PLS, INC. One Riverway, Suite 2500 Houston, TX 77056 Tel: (713) 650-1212 Fax: (713) 658-1922 Headquartered in Houston, Texas, Atinum MidCon I, LLC, owns non-operated working interests in oil and gas wells and properties located in Kansas and Oklahoma. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 16-33645) on July 22, 2016, estimating its assets at between $100 million and $500 million and its debts at between $100 million and $500 million. The petition was signed by Robert E. Ogle, chief restructuring officer. Judge Marvin Isgur presides over the case. Timothy Alvin Davidson, II, Esq., at Andrews Kurth LLP serves as the Debtor's counsel. Claro Group LLC is the Debtor's financial advisor. PLS. INC. is the Debtor's sales agent. AVON INT'L: S&P Assigns 'B' CCR, Outlook Stable ----------------------------------------------- S&P Global Ratings assigned its 'B' corporate credit rating to Avon International Operations Inc. The outlook is stable. Concurrently, S&P assigned its 'BB-' issue-level rating to AIO's existing $400 million senior secured revolving credit facility expiring 2020 and proposed $400 million senior secured notes due 2022. The recovery rating for these senior secured facilities is '1', indicating S&P's expectation for very high (90%-100%) recovery in the event of a payment default. AIO is the issuer of the proposed $400 million senior secured notes as well as the borrower under the company's existing $400 million senior secured revolving credit facility. Avon Products plans to use proceeds from the notes offering, along with about $250 million of cash, to purchase up to $650 million in aggregate principal of the company's 5.75% unsecured notes due March 2018, 4.2% unsecured notes due in July 2018, 6.5% unsecured notes due in March 2019, and 4.6% unsecured notes due in March 2020. Pro forma for the transaction, S&P expects Avon Products' debt leverage to improve toward mid-5x at the end of 2016, from about 6x prior to the notes offering and planned tender offer. S&P expects credit metrics to remain weak for the next several years given its need to reinvest in its business and weak profitability. "Our ratings on Avon reflect the company's persistently poor operating trends, its participation in the increasingly competitive beauty and personal care market, as well as its limited channel diversity," said S&P Global Ratings credit analyst Mariola Borysiak. "We expect the company's turnaround strategies and changes in its board to yield positive results; however, we expect progress to be slow and uneven given the highly competitive beauty landscape, high turnover of its sales representatives, narrow channel focus in direct selling, as well as the foreign currency headwinds and difficult macroeconomic conditions in Avon's key markets." The stable outlook reflects S&P Global Ratings' expectation that Avon will benefit from its partnership with Cerberus and its business will stabilize because of its restructuring efforts. S&P expects debt leverage of less than 6x at the end of 2016 and improve thereafter toward the low-5x area in 2017. S&P could lower the ratings if Avon's plan to turn around its declining performance fails and profitability continues to decline, such that S&P believes EBITDA coverage of interest will fall to about 1.5x. In addition S&P could consider lower ratings if it believes cushion to the company's financial covenants will narrow to below 10%. S&P could raise its ratings if the company's turnaround initiatives gain traction such that S&P expects Avon to sustain debt leverage below 5x. S&P calculates that about 15% EBITDA growth and approximately $400 million debt reduction from S&P's pro forma 2015 levels would result in debt leverage declining to below 5x. AXALTA COATING: Moody's Raises CFR to Ba3, Outlook Stable --------------------------------------------------------- Moody's Investors Service upgraded the Corporate Family Rating and probability of default rating (PD) of Axalta Coating Systems Ltd. to Ba3 and Ba3-PD, respectively, from B1 and B1-PD. In addition, Moody's upgraded the senior secured first lien revolver and term loans of Axalta's wholly owned subsidiaries -- Axalta Coating Systems Dutch Holdings B B.V., co-borrower Axalta Coating Systems U.S. Holdings Inc. -- to Ba2 from Ba3 and the senior unsecured notes of these entities to B2 from B3. At the same time, Moody's assigned B2 ratings to the new senior unsecured bond issuance at Axalta Coating Systems, LLC, which is expected to have USD and Euro tranches. Proceeds from the new notes will be used to call the $750 million in existing notes due 2021, to finance the call premium, pay related issuance fees and to enhance liquidity by roughly $67 million. The outlook on the ratings is stable. "The upgrade reflects the improved profitability, lower debt and stronger metrics since Moody's changed the outlook to positive in April 2015," according to Joseph Princiotta, VP, Senior Credit Officer at Moody's. "The new debt issuance is expected to be virtually leverage neutral while allowing for lower interest expense and an extended maturity profile." Upgrades: Issuer: Axalta Coating Systems Ltd. Corporate Family Rating , Upgraded to Ba3 from B1 Probability of Default Rating, Upgraded to Ba3-PD from B1-PD Issuer: Axalta Coating Systems Dutch Holding B B.V. Senior Secured 1st Lien Term Loan B due 2020, Upgraded to Ba2 (LGD3) from Ba3 (LGD3) Senior Secured Revolving Credit Facility due 2018, Upgraded to Ba2 (LGD3) from Ba3 (LGD3) Gtd Senior Secured Regular Bond/Debenture due 2021, Upgraded to Ba2 (LGD3) from Ba3 (LGD3) Gtd Senior Unsecured Regular Bond/Debenture due 2021, Upgraded to B2 (LGD5) from B3 (LGD5) Assignments: Issuer: Axalta Coating Systems Dutch Holding B B.V. Senior Secured Bank Credit Facility, Assigned Ba2 (LGD3) Issuer: Axalta Coating Systems, LLC Euro Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD5) Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD5) Affirmations: Issuer: Axalta Coating Systems, Ltd. Speculative Grade Liquidity Rating, Affirmed SGL-1 Outlook Actions: Issuer: Axalta Coating Systems Ltd. Outlook, Changed To Stable From Positive Issuer: Axalta Coating Systems Dutch Holding B B.V. Outlook, Changed To Stable From Positive Issuer: Axalta Coating Systems, LLC Outlook, Assigned Stable RATINGS RATIONALE The upgrade of Axalta's CFR to Ba3 reflects the company's strong margin growth and positive free cash flow that has allowed steady debt reduction the last few years. The Ba3 rating also reflects leading positions in performance and transportation coatings, strong margins overall but especially in the refinish segment, highly competitive technology, geographic diversity, and long and stable customer relationships. The ratings also reflect Moody's expectations for further operational improvements, despite the immediate and near-term foreign exchange headwinds, that support Axalta's credit profile and the rationale for the higher ratings, Moody's added. Factors constraining the ratings include what is still relatively high leverage (despite the meaningful improvement on this front), significant exposure to the cyclical OEM automotive industry, exposure to raw material price swings (although Moody's expects this to be neutral or a modest tailwind in 2016), and material Euro and Chinese Yuan exposure. Despite the relatively short operating history, Axalta's track record thus far has been very favorable with substantially all of the transition-related activities completed, including IT system conversion, strategic refocus, new investments completed or soon to be, and material margin and leverage improvements, Moody's reiterated. Positive free cash flow has allowed for debt reduction; total debt has been further reduced by $363 million over the last six quarters to $3,353 million at June 30, 2016, and leverage (including Moody's adjustments for pensions and operating leases) has declined by roughly one turn to 3.8x since the outlook was changed to positive. Over this same time period, Axalta has improved its adjusted EBITDA margin by roughly 440 bp to 23.7% at June 30, 2016. Moody's believes that Axalta is likely to experience favorable operating trends over the next several years, assuming a stable macroeconomic environment and new auto builds at a pace consistent with industry consensus of roughly 2-3% global growth. Moody's believes that further sales and profit growth is possible from ongoing productivity improvements and modest volume growth resulting from new contract wins, market share gains, robust investment in R&D and select market penetration into previously underserved markets. Expanded R&D in China and recently completed investments in Germany and Mexico should support additional volume growth, Moody's added. Ongoing cost reduction initiatives target $200 million in savings by year end 2017, which should more than offset fixed cost inflation over this period. The company intends to achieve $60 million in savings this year with run-rate savings approaching $150 million by year end. Axalta's liquidity profile is excellent due to the company's undrawn $400 million revolver, cash balances of roughly $547 million (pro forma for the new bond issuance), and projected positive free cash flow generation. Moody's does not expect any drawings (aside from L/Cs) on the revolver over the next 12 months, barring acquisitions of meaningful scale. The stable outlook reflects Moody's expectation that Axalta will continue to achieve earnings and EBITDA growth going forward, organically and from additional bolt-on acquisitions, and to continue to generate positive free cash flow for further debt reduction. The company is targeting net leverage of 2.5 -- 3.0x (which roughly equates to Moody's adjusted gross leverage of 3.1x to 3.6x). Moody's could raise the ratings if leverage (including Moody's adjustments) were to fall sustainably below 3.5x, retained cash flow to adjusted debt is sustained above 15%, and free cash flow to adjusted debt is sustained at low double-digit rates. A downgrade is unlikely given Moody's current view of the company and its metrics and its end markets. However, negative surprises that alter the fundamentals in the auto OEM or refinish markets and result in sustainable leverage approaching 4.5x could cause Moody's to reconsider the appropriateness of the Ba3 rating. The Ba2 rating on the guaranteed senior secured revolving credit facility, term loans, and notes at one notch above the CFR is due to the superior positioning in the capital structure as well as the presence of the $1.1 billion of unsecured debt in the capital structure. Similarly, the significant amount of secured debt in the capital structure notches the ratings on the Unsecured Notes down to B2. The principal methodology used in these ratings was Global Chemical Industry Rating Methodology published in December 2013. Axalta Coating Systems Ltd. and its affiliates are legal entities formed in conjunction with the acquisition of DuPont's Performance Coatings by an affiliate of the Carlyle Group. The company is headquartered in Philadelphia, PA, with revenues in 2015 of roughly $4 billion. AZAR J. VINCENT: Disclosures OK'd; Confirmation Hearing on Aug. 30 ------------------------------------------------------------------ The Hon. Frank J. Bailey of the U.S. Bankruptcy Court for the District of Massachusetts has approved the Disclosure Statement describing the plan of reorganization of Azar J. Vincent. The final hearing on the approval of the Plan will be held on Aug. 30, 2016, at 10:30 a.m. The last day for filing all applications of Chapter 11 professionals for compensation will be Aug. 3, 2016, at 4:30 p.m. Objections to the confirmation of the Plan must be filed by 4:30 p.m. on Aug. 25, 2016, which is also the last day for submitting votes accepting or rejecting the Plan. Azar J. Vincent operates his own plumbing business and co-owns a 38-unit apartment complex at 4916 Voorhees Road, Newport Richey, Florida. Mr. Vincent filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 15-13108) on Aug. 4, 2015. BBEAUTIFUL LLC: Hires Blecher Collins as Counsel ------------------------------------------------ BBeautiful, a California LLC, seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ Maxwell Blecher of Blecher Collins & Pepperman, APC as adversary proceeding counsel. The Debtor requires Blecher Collins to provide these services: (a) commencing and litigating an adversary proceeding against TrueERP, Inc. relating to the executory contract the Debtor and TrueERP were party to as of the date of commencement of this case; and (b) commencing and prosecuting any additional litigation the Debtor deems necessary or appropriate. The Debtor agreed to pay 40% of the total amount recovered by settlement, trial or judgment. Maxwell Blecher, founding partner of Blecher Collins, 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. Blecher Collins can be reached at: Maxwell Blecher, Esq. BLECHER COLLINS & PEPPERMAN, APC 515 South Figuerora St., Ste 1750 Los Angeles, CA 90071 Tel: (213) 262-6787 Fax: (213) 622-1656 E-mail: mblecher@blechercollins.com About BBeautiful LLC BBeautiful LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-10799) on Jan. 22, 2016. The petition was signed by Helga Arminak, operating manager. The Debtor is represented by Steven Werth, Esq., at SulmeyerKupetz. The case is assigned to Judge Ernest M. Robles. The Debtor estimated assets of $1 million to $10 million and debts of $100,000 to $500,000. BINDER & BINDER: Judge Approves Proposal to Shut Down ----------------------------------------------------- Katy Stech, writing for The Wall Street Journal Pro Bankruptcy, reported that the Binder & Binder disability-claims firm, which has helped more than 300,000 people try to get payments from the Social Security Administration and Department of Veterans Affairs, would finish its existing cases and shut down under a plan that still needs approval from the firm's creditors. According to the report, lawyers who put the Binder & Binder firm into bankruptcy in 2014 got approval from a judge on August 2 to send out their closure proposal to creditors who have the power to vote on it. U.S. Bankruptcy Judge Robert D. Drain set a Sept. 13 confirmation hearing to review the results, the report related. The Binder & Binder firm, which struggled after the 2013 government shutdown slowed the pace of fees it collected, was representing people in roughly 40,875 disability cases as of May 31, the report said, citing court papers filed in U.S. Bankruptcy Court in White Plains, N.Y. The process of closing out the remaining cases would take the next three years, the report further related. Under the firm's court-filed plan, its general unsecured debts, which amount to between $9.3 million and $12 million, would divide an $800,000 payment, the report noted. The firm's lawyers said they may also sell its trademarks and other intellectual property, along with the company's right to look for new business, the report added. The intellectual-property sale could include material that uses the image of founder Charles Binder, despite his assertions that the firm doesn't have the right to transfer the use of that image, the report further noted. About Binder & Binder Founded in 1979 by brothers Harry and Charles Binder, Binder & Binder is the nation's largest provider of social security disability and veterans' benefits advocacy services, with operating scale and efficiencies unrivaled by its competitors in the highly fragmented advocacy market. The Company has more than 950 employees in 35 offices across the United States. In 2010, H.I.G. Capital, LLC, acquired a controlling equity interest in the Company. Since 1979, the Company has handled over 300,000 disability cases under programs operated by the SSA and the VA. Binder & Binder - The National Social Security Disability Advocates (NY), LLC, et al., sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-23728) in White Plains, New York on Dec.18, 2014. The cases are assigned to Judge Robert D. Drain. The Debtors have tapped Kenneth A. Rosen, Cassandra Porter, Esq., and Nicholas B. Vislocky, Esq., at Lowenstein Sandler as counsel. The Debtors have engaged Development Specialists, Inc., as financial advisor, and BMC Group Inc. as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in the Debtors' cases. The Committee is now comprised of (i) United Service Workers Union, Local 455 IUJAT & Related Funds, (ii) T&G Industries, Inc., (iii) WB Mason Co., and (iv) Teaktronics, Inc. The Committee tapped Klestadt Winters Jureller Southard & Stevens, LLP, as attorneys. * * * The Debtors originally arranged from existing lenders DIP financing of $26 million, which provided for the payment in full, or roll-up, of the $23 million of prepetition indebtedness and an additional commitment of up to $3 million to fund the Debtors' operations during the Chapter 11 cases. On Jan. 26, 2015, the Initial DIP Lenders issued a notice that events of default had occurred. In March 2015, the Debtors won approval to obtain a new $6 million term loan from Stellus Capital Investment Corporation secured by a first-priority priming lien on all of the Debtors' assets. On Oct. 29, 2015, the Court entered an order granting Stellus' motion for termination of the Debtors' exclusive plan filing and solicitation periods pursuant to Section 1121(d) of the Bankruptcy Code. On Nov. 18, 2015, Stellus Capital and the Creditors Committee filed a Joint Plan of Liquidation for the Debtors, and on Jan. 15, 2016, they filed a First Amended Joint Plan of Reorganization. The original hearing on the Proponents' Disclosure Statement has been further adjourned for April 22, 2016. BIOLASE INC: Reports $3.53-Mil. Net Loss for Q2 Ended June 30 ------------------------------------------------------------- BIOLASE, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $3.53 million on $13.81 million of net revenue for the three months ended June 30, 2016, compared with a net loss of $7.04 million on $11.87 million of net revenue for the same period last year. For the six months ended June 30, 2016, the Company listed a net loss of $7.80 million on $24.82 million of net revenue, compared to a net loss of $12.48 million on $22.72 million of net revenue for the same period in the prior year. The Company's balance sheet at June 30, 2016, showed $36 million in total assets, $17.05 million in total liabilities, and total stockholders' equity of $18.95 million. The Company incurred a loss from operations, a net loss, and used cash in operating activities for the three and six months ended June 30, 2016. The Company has also suffered recurring losses from operations during the three years ended December 31, 2015. The Company's recurring losses, level of cash used in operations, the potential need for additional capital, and the uncertainties surrounding the Company's ability to raise additional capital, raises substantial doubt about the Company's ability to continue as a going concern. As of June 30, 2016, the Company had working capital of approximately $13.6 million. The Company's principal sources of liquidity as of June 30, 2016 consisted of approximately $5.1 million in cash, cash equivalents and restricted cash and $11.0 million of net accounts receivable A full-text copy of the company's quarterly report is available for free at: https://is.gd/nZ9lFq BIOLASE, Inc. is a medical device company that develops, manufactures, markets, and sells laser systems in dentistry and medicine and also markets, sells, and distributes dental imaging equipment, including cone beam digital x-rays and CAD/CAM intra-oral scanners, in-office, chair-side milling machines and three-dimensional ("3-D") printers. BONANZA CREEK: Posts $49.48-Mil. Net Loss in Quarter Ended June 30 ------------------------------------------------------------------ Bonanza Creek Energy, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $49.48 million on $54.53 million of oil and gas sales for the three months ended June 30, 2016, compared to a net loss of $41.16 million on $90.42 million of oil and gas sales for the same period in 2015. For the six months ended June 30, 2016, the Company listed a net loss of $96.71 million on $98.70 million of oil and gas sales, compared to a net loss of $59.59 million on $163.50 million of oil and gas sales for the same period in the prior year. As of June 30, 2016, Bonanza had $1.30 billion in total assets, $1.18 billion in total liabilities and $117.80 million in total stockholders' equity. Given the deterioration in the Company's liquidity since the first quarter of 2016, there is now substantial doubt regarding the Company's ability to continue as a going concern. In response, the Company has addressed its current liquidity concerns by pursuing the following potential strategies, including but not limited to (i) private issuances of equity or equity-linked securities, debt for equity swaps, or any combination thereof; (ii) in- and out-of-court restructuring transactions; (iii) obtaining waivers or amendments from our lenders; and (iv) continuing to minimize its capital expenditures, reduce costs and maximize cash flows from operations. The Company ceased all drilling at the end of the first quarter of 2016 and reduced its future operating and corporate costs. During the first quarter 2016, the Company took measures to reduce corporate costs by reducing headcount resulting in a one-time payment of $2.2 million and an annual expected reduction in general and administrative expense and lease operating costs of $7.6 million and $3.1 million, respectively. A full-text copy of the Form 10-Q is available for free at: https://is.gd/SRp3g4 About Bonanza Creek Bonanza Creek is an independent energy company engaged in the acquisition, exploration, development and production of onshore oil and associated liquids-rich natural gas in the United States. Bonanza Creek Energy, Inc. was incorporated in Delaware on Dec. 2, 2010, and went public in December 2011. Bonanza Creek reported a net loss of $745.54 million on $292.67 million of oil and gas sales for the year ended Dec. 31, 2015, compared to net income of $20.28 million on $558.63 million of oil and gas sales for the year ended Dec. 31, 2014. As of March 31, 2016, Bonanza had $1.42 billion in total assets, $1.25 billion in total liabilities and $165 million in total stockholders' equity. * * * As reported by the TCR on March 15, 2016, Standard & Poor's Ratings Services lowered its corporate credit rating on U.S.-based oil and gas exploration and production company Bonanza Creek Energy Inc. to 'CCC' from 'B-'. The outlook is negative. Bonanza Creek carries a B2 corporate family rating from Moody's Investors Service. BOWLMOR AMF: S&P Affirms 'B' CCR & Rates $470MM Loan 'B+' --------------------------------------------------------- S&P Global Ratings said it affirmed its 'B' corporate credit rating on Mechanicsville, Va.-based Bowlmor AMF Corp. The outlook is stable. "At the same time, we assigned our 'B+' issue-level rating and '2' recovery rating to the company's subsidiary AMF Bowling Centers Inc.'s proposed $470 million first-lien term loan and $30 million revolver. The '2' recovery rating indicates S&P's expectation for substantial (70% to 90%; lower end of the range) recovery for lenders in the event of a payment default. S&P also assigned its 'CCC+' issue-level rating and '6' recovery rating to the subsidiary's $130 million second-lien term loan. The '6' recovery rating indicates S&P's expectation for negligible (0% to 10%) recovery for lenders in the event of a payment default. Bowlmor plans to use the proceeds from the $470 million first-lien term loan and $130 million second-lien term loan to repay its existing term loan balances, to offer to acquire approximately $175 million of shares from all shareholders on a pro-rata basis (excluding CEO Tom Shannon), to pay transaction fees and expenses, and to add a modest amount of cash to the balance sheet. "The rating affirmation reflects Bowlmor's ability to absorb the additional leverage without meaningfully impairing its financial risk profile as well as continued positive trends in EBITDA and margin performance related to the successful completion of center conversions to a more contemporary look and offerings," said S&P Global Ratings credit analyst Justin Gerstley. The stable outlook reflects S&P's expectation for the company to continue to generate levels of cash flow sufficient to meet its capital requirements and maintain total EBITDA coverage of interest expense above 1.5x. S&P expects the company to improve lease-adjusted leverage to the mid-6x area by the end of fiscal 2017. BUCKTAIL MEDICAL: Patient Care Ombudsman Files 4th Report --------------------------------------------------------- Laura W. Patt, the Patient Care Ombudsman for The Bucktail Medical Center, has filed a fourth interim report for the period of May 21, 2016 through July 20, 2016. The PCO notes that the Debtor's Administration and Staff were open and cooperative during each on-site visit. Personnel were fully transparent in discussing their roles and responsibilities as well as providing any and all requested information and data. Further, management embraced the process of having a PCO on site and encouraged exchange between the PCO and management, which enabled the PCO to efficiently discharge her responsibilities. The PCO points that the established theme at the Facility is that the resident care is first and foremost. A strong sense of teamwork between the administration and staff was observed, as well as amongst staff members. The residents, staff, and administration have each expressed that they feel like a "family" and there is a genuine concern for the residents. The PCO further noted that the steady leadership of the Facility has strengthened staff unity. Meanwhile, there were no issues that would impact resident care at any of the Facilities. The Bucktail Medical Center filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 15-04297) on Oct. 2, 2015. Hon. John J. Thomas presides over the cases. The Bucktail Medical Center owns and operates a 21-bed Critical Access Hospital, a 43 bed skilled nursing care facility, a basic life-support ambulance, and a community health clinic. Kevin Joseph Petak, Esq., and James R. Walsh, Esq., at Spence, Custer, Saylor, Wolfe & Rose, LLC, serves as counsel to the Debtors. In its petition, Bucktail Medical Center estimated $0 to 50,000 in assets and $1 million to $10 million in liabilities. The Debtor's petition was signed by Timothy Reeves, CEO. C & D PROPERTIES: Plan Approval Hearing Set for Aug. 30 ------------------------------------------------------- The Hon. Cynthia A. Norton of the U.S. Bankruptcy Court for the Western District of Missouri has entered an order conditionally approving the Disclosure Statement describing the Chapter 11 plan of C & D Properties of Missouri LLC. As reported by the Troubled Company Reporter on July 15, 2016, the Debtor filed with the Court a Plan that proposes to pay the claims of Midwest Regional Bank and two other creditors. Midwest holds a $485,857 claim on account of the loan it provided to the Debtor. Of this amount, $340,000 is secured to the value of the Debtor's property while the rest is unsecured. Under the proposed plan, the entire mortgage of the Independence, Missouri building being rented out to Cedar Ridge Animal Hospital will be stretched out to 30 years at 5% fixed interest rate. A monthly payment of $2,608 will be made to Midwest Regional Bank on account of its secured claim. The bank's $145,875 unsecured claim will not be treated any differently than the secured portion of the claim: that is, the entire mortgage will be stretched out to 30 years at a 5% fixed rate. The hearing to consider the final approval of the Disclosure Statement will be held on Aug. 30, 2016, at 2:00 p.m., which will also serve as the hearing on confirmation of the Plan. A status hearing to discuss any confirmation issues that should arise is scheduled for Aug. 16, 2016, at 2:30 p.m. Aug. 23, 2016, is the deadline for: (a) filing with the Court objections to the Disclosure Statement or Plan confirmation; and (b) submitting to counsel for the plan proponent ballots accepting or rejecting the Plan. About C & D Properties C & D Properties of Missouri LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 16-40525) on March 2, 2016. The Debtor is represented by George J. Thomas, Esq., at Phillips & Thomas LLC. C & D can be reached through its counsel: George J. Thomas Phillips & Thomas LLC 5200 W 94th Terr Ste 200 Prairie Village KS 66207 Phone: (913) 385 9900 E-mail: geojthomas@gmail.com CAESARS ENTERTAINMENT: More Creditors On Board with Restructuring ----------------------------------------------------------------- Jacqueline Palank, writing for The Wall Street Journal Pro Bankruptcy, reported that Caesars Entertainment Operating Co. has broadened the support for its $18 billion debt-restructuring plan, adding certain junior bondholders to the list of top creditors that have pledged to back the proposal. According to the report, CEOC said on Aug. 1 that holders of about 37% of its $5.2 billion in second-lien bond debt have signed a restructuring support agreement with the bankrupt casino operator and its corporate parent, which isn't in chapter 11. CEOC has previously reached similar deals with its parent, senior bank lenders, senior bondholders and unsecured creditors, the report related. For the restructuring support agreement with the second-lien bondholders to take effect, CEOC said it must secure the support of creditors holding more than 50.1% of that debt, the report further related. A prior support agreement with a minority of second-lien bondholders crumbled last year when CEOC couldn’t meet that threshold, the report noted. Other holders of second-lien bond debt have been vocal opponents of CEOC's restructuring, although CEOC said it will continue to work toward a consensual plan, the report said. In bankruptcy court on Aug. 1, CEOC lawyer David Seligman said mediation sessions with these holdout bondholders continues, with one session held July 29 and another scheduled for Aug. 2, the report added. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, The RSA became effective pursuant to its terms as of Jan. 9, 2015. Appaloosa Investment Limited, et al., owed $41 million on account of 10% second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner. * * * The U.S. Bankruptcy Court for the Northern District of Illinois approved the adequacy of the disclosure statement explaining the second amended joint Chapter 11 plan of reorganization of Caesars Entertainment Operating Company Inc. and its debtor-affiliates. The Court set Oct. 31, 2016, at 4:00 p.m. (prevailing Central Time) as last day for any holder of a claim entitle to vote to accept or reject the Debtors' plan. A hearing is set for Jan. 17, 2017, at 10:30 a.m. (prevailing Central Time) in Courtroom No. 642 in the Everett McKinley Dirksen United States Courthouse, 219 South Dearborn Street, Chicago, Illinois, to confirm the Debtors' plan. Objections to confirmation, if any, are due Oct. 31, 2016, at 4:00 p.m. (prevailing Central Time). CALIFORNIA PIZZA: S&P Affirms 'B-' CCR & Revises Outlook to Stable ------------------------------------------------------------------ S&P Global Ratings affirmed its corporate credit rating on Los Angeles-based California Pizza Kitchen Inc. (CPK) at 'B-' and revised the outlook to stable from negative. "At the same time, we are assigning a 'B' issue-level rating to CPK's new senior secured first-lien credit facility, which consists of a $30 million revolver and $290 million term loan. The recovery rating is '2', indicating our expectations for substantial recovery in the event of default, at the low end of the 70% to 90% range. We also assigned a 'CCC' issue-level rating to CPK's new senior secured second-lien $75 million term loan. The recovery rating is '6', indicating our expectations for negligible (0% to 10%) recovery," S&P said. S&P will withdraw the ratings on existing credit facilities once the new facilities close. "The rating reflects our view that CPK's recently completed comprehensive remodeling program that modernized both the decor and menu is slowly starting to gain traction with customers. Private equity sponsor Golden Gate Capital has owned CPK since 2011 and the company has been focusing on improving gross and EBITDA margins through cost-saving initiatives targeting food and labor, choosing attractive locations for new restaurants, investing in marketing, and gradually increasing menu pricing," said credit analyst Olya Naumova. "As a result, EBITDA margin expanded by 80 basis points (bps) to 17.6% in the first quarter of 2016 from 2015 levels and the FFO to debt ratio improved to 3.7%." The stable outlook on CPK reflects sufficient covenant headroom under the refinanced capital structure as well as potential for gains under the company's restaurant and menu redevelopment plan. In our opinion, these initiatives give the company necessary flexibility to reposition its brand and continue its low-single-digit same-store sales expansion going forward. S&P could lower its ratings if weaker-than-expected performance because of competition, poor traffic trends, and challenged cost controls result in negative free operating cash flows, less than adequate or weak liquidity, and tightening of covenant cushion to below 10%, all pointing to an unsustainable capital structure. S&P could consider a positive rating action if the company expands same-store sales beyond S&P's 2.5% expectation through successful price increases, profitable openings of new locations, and enhanced marketing strategies, in conjunction with gross and BITDA margin expansion above 200 basis points through improved cost controls associated with the company's workforce. At that time, leverage would decline to below 5.0x on a sustained basis. CALIFORNIA RESOURCES: S&P Lowers CCR to 'CC', Outlook Negative -------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Los Angeles-based oil and gas exploration and production company California Resources Corp. to 'CC' from 'CCC+'. The outlook is negative. S&P also lowered the issue-level rating on the company's second-lien debt to 'CC' from 'B' and revised the recovery rating to '3' from '1', indicating S&P's expectation of meaningful (50% to 70%, higher half of the range) recovery in the event of default. At the same time, S&P lowered the senior unsecured issue-level ratings to 'CC' from 'CCC+', and revised the recovery rating to '6' from '3', indicating S&P's expectation of negligible (0% to 10%) recovery in the event of default. S&P assigned a 'B' preliminary rating to the company's proposed $700 million first-lien second-out term loan. The preliminary recovery rating is '1', indicating S&P's expectation of very high (90% to 100%) recovery in the event of a payment default. S&P is also affirming the 'B' issue-level rating on the company's senior secured first-lien first-out term loan and credit facility. The recovery ratings remain '1', indicating S&P's expectation of very high (90% to 100%) recovery in the event of a payment default. "The rating actions reflect our view of California Resources' announcement that it plans to issue a $525 million tender offer to holders of its senior unsecured and second-lien notes," said S&P Global Ratings credit analyst Paul Harvey. "We view the transaction as distressed because participating note holders will receive significantly less than par value as part of the tender and the recovery prospects are weaker," he added. S&P expects to lower the corporate credit to 'SD' and ratings on participating notes to 'D' at the close of the transaction. S&P revised the recovery ratings on the senior unsecured and second-lien debt due to the combination of expected new priority debt, the $700 million first-lien second-out term loan, and lower expected asset value in a default based on an updated midyear 2016 PV-10 value provided by California Resources evaluated using S&P's recovery methodology assumptions for exploration and production companies. The outlook is negative. Once the transaction has closed, S&P will lower the corporate credit rating to 'SD' and the rating on the senior unsecured notes and second-lien notes, if they participate in the tender, to 'D'. S&P will reevaluate the company's corporate credit rating and issue-level ratings following the close of the tender. At this time, S&P expects to raise the corporate credit rating to 'CCC+' from 'SD'. CAR CHARGING GROUP: Marcum LLP Raises Going Concern Doubt on Losses ------------------------------------------------------------------- Car Charging Group, Inc., filed its annual report on Form 10-K, disclosing a net loss of $8.24 million on $3.96 million of revenue for the year ended Dec. 31, 2015, compared with a net loss of $23.23 million on $2.79 million of revenue for the year ended in 2014. Marcum LLP notes that the Company has incurred net losses since inception and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of December 31, 2015, the Company had a cash balance, a working capital deficiency and an accumulated deficit of $189,231, $14,437,434, and $73,372,655, respectively. During the years ended December 31, 2015 and 2014, the Company incurred net losses of $8,244,924 and $23,229,319, respectively. The Company's balance sheet at Dec. 31, 2015, showed $3.67 million in total assets, $16.46 million in total liabilities, $825,000 in series B convertible preferred stock, and stockholders' deficit of $13.62 million. A copy of the Form 10-K is available at: http://bit.ly/2atTr3k Miami Beach, Florida-based Car Charging Group, Inc., is a leading owner, operator, and provider of electric vehicle (“EV”) charging equipment and networked EV charging services. The Company offers both residential and commercial EV charging equipment, enabling EV drivers to easily recharge at various location types. CDW LLC: S&P Affirms 'BB+' Corporate Credit Rating -------------------------------------------------- S&P Global Ratings said that it affirmed its 'BBB-' issue-level rating on Lincolnshire, Ill.-based value-added reseller CDW LLC's senior secured term loan. The recovery rating remains '2'. CDW will amend its term loan credit facility to extend the maturity to 2023 from 2020. The term loan will continue to amortize at 1% per year and be free of financial covenants. The 'BB+' corporate credit rating on CDW reflects its continued strong operating performance with organic revenue growth in the mid- to high-single digits and increasing profitability, due to a good mix of higher margin services revenue; its good position in the highly fragmented reseller market for technology products and services; and leverage that S&P expects to remain below the high-3x area through acquisitions compared with current leverage of about 3x. Recovery analysis Key analytical factors -- S&P's simulated default scenario assumes a payment default in 2021 due to increased competition, pricing pressure, and customer attrition, combined with an economic slowdown and a corresponding downturn in information technology spending. -- S&P values the company as a going concern because it believes its market position, brand, and customer relationships would make the company a viable business following a payment default. -- S&P applied a 5.5x multiple to an estimated distressed emergence EBITDA of $420 million to estimate gross recovery value of about $2.3 billion. Simulated default assumptions -- Simulated year of default: 2021 -- EBITDA at emergence: $420 million -- EBITDA multiple: 5.5x -- The asset-based facility is 60% drawn at default Simplified waterfall -- Net enterprise value (after 7% administrative costs): $2.15 billion -- Valuation split (obligors, CDW nonobligors, Kelway nonobligors): 90%/5%/5% -- CDW priority claims: $776 million -- Kelway priority claims: $133 million ------------------------------------- -- Collateral value available to secured creditors: $1.23 billion -- Secured first-lien debt: $1.47 billion -- Recovery expectations: 70% to 90% (upper half of the range) ------------------------------------- -- Unpledged value available for unsecured debt claims: $33 million -- Senior unsecured debt claims: $1.76 billion -- Recovery expectations: 0% to 10% Notes: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors less priority claims plus equity pledge from nonobligors after nonobligor debt. Ratings List CDW LLC Corporate Credit Rating BB+/Stable/-- Rating Affirmed; Recovery Rating Unchanged CDW LLC Senior secured term loan due 2023 BBB- Recovery Rating 2 CONNIE M. HOWAT: Unsecureds to Recoup 10% Under Plan ---------------------------------------------------- Connie M. Howat filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a disclosure statement describing her Chapter 11 plan, which proposes that general unsecured creditors be paid 10% of their allowed claim over 60 months. Class 6 - General Unsecured Claims consist of the claim of Duquesne Light Company in the amount of $277.07, the Internal Revenue Service in the amount of $16,911.07, Capital One Bank's claims in the amount of $650.28 and $487.49, the claim of the Pennsylvania Department of Revenue in the amount of $3,126.79. The total amount of claims in this class is $21,452.70. Unsecured Class 6 claimants will be paid 10% of their allowed claim over 60 months at 0% interest. The total amount of these claims is $21,452.70. The total amount to be paid to these claimants is $2,145.27. The monthly payment to this class will be $35.76. The Debtor will be permitted to prepay this obligation without penalty. The Plan will be funded out of cash on hand and out of ongoing operations. Furthermore, the Debtor's spouse will provide any additional monies necessary to fund the Debtor's obligations under the Plan of Reorganization. The Disclosure Statement is available at: http://bankrupt.com/misc/pawb16-20295-55.pdf The Plan was filed by the Debtor's counsel: Robert O. Lampl, Esq. John P. Lacher, Esq. David L. Fuchs, Esq. 960 Penn Avenue, Suite 1200 Pittsburgh, PA 15222 Tel: (412) 392-0330 Fax: (412) 392-0335 Connie M. Howat operates a small retail store. The retail store is operated as a sole proprietorship and goes by the trade name of Crocks and Creations. Ms. Howat filed for Chapter 11 bankruptcy protection (Bankr. W.D. Penn. Case No. 16-20295) on Jan. 29, 2016. CONSTRUCTORS LIQUIDATION: Disclosures OK'd; Aug. 18 Plan Hearing ---------------------------------------------------------------- The Hon. Shelley C. Chapman of the U.S. Bankruptcy Court for the Southern District of New York has approved the Disclosure Statement accompanying Constructors Liquidation Inc.'s Joint Plan of Liquidation dated June 14, 2016. A hearing on confirmation of the Plan and on any objections to confirmation of the Plan will be held Aug. 18, 2016, at 10:00 a.m. Any objection to the confirmation of the Plan must be filed by 5:00 p.m. on Aug. 11, 2016. The Court appoints Scott S. Markowitz, Esq., to act as the balloting agent. Acceptances or rejections of the Plan will be in writing on the Ballot, will conform with Federal Rule of Bankruptcy Procedure 3018, and will be returned by the holders of all claims entitled to vote to accept or reject the Plan and actually received by counsel to the Debtors at the address provided on the Ballot not later than Aug. 11, 2016. The Balloting Agent will file a voting tabulation report with the Court no later than 5:00 p.m. on Aug. 12, 2016. About NYC Constructors NYC Constructors Inc. and its subsidiary, MRP, LLC, were contracted to install steel at the 3 World Trade Center tower. Besides work at 3 World Trade Center, New York Constructors had active steel erection projects at the Museum of Modern Art and Rockefeller University. NYC Constructors and MRP, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Case Nos. 16-10069 and 16-10070) on Jan. 14, 2016, with plans to their assets to Banker Steel for at least $7.2 million. Judge Shelley C. Chapman presides over the cases. The Debtors tapped Scott S. Markowitz, Esq., at Tarter Krinsky & Drogin LLP, as attorneys; and Getzler Henrich & Associates LLC, as advisor. NYC Constructors estimated $1 million to $10 million in assets and debt. The petition was signed by Barry King, president. On March 31, 2016, Banker Steel disclosed that it has acquired the Debtors' business. The transaction expands Banker's capabilities in the New York City commercial construction market. Terms of the transaction were not disclosed. Following the sale, the Debtors changed their name to Constructors Liquidation Inc. CROSBY NATIONAL: Files 7th Amended Plan & Disclosure Statement -------------------------------------------------------------- The Crosby National Golf Club, LLC, filed with the U.S. Bankruptcy Court for the Southern District of California a Seventh Amended Disclosure Statement for the Debtor's Seventh Amended Plan of Reorganization dated Aug. 2, 2016. The Debtor must submit its brief and all evidence in support of the Seventh Amended Plan by Aug. 24, 2016. Further objection briefs and any evidence in opposition to the Seventh Amended Plan must be filed and served by Aug. 31. Final replies and any additional evidence must be submitted by Sept. 21. The Debtor's ballot report will also be due by Sept. 21. The Debtor is proposing a so-called Pot Plan, under which the Debtor will pay to all creditors the total sum of $7,350,000. Of the amount, $1,650,000 will be new value paid into the Debtor by the ownership of the Debtor on the effective date of the Plan. According to the Seventh Amended Disclosure Statement, an additional $350,000 will be paid into the Debtor by the ownership of the Debtor on the Plan effective date as settlement of any and all potential avoidance or preference claims the Debtor may hold against the Debtor's ownership or its constituent members. The balance of the total sum will be paid to creditors over seven years from the Debtor's operations and net income. All creditors will share in this total amount based on their class and the class's treatment. The Pot Plan is not a sale of the assets of the Debtor but rather a continuation of its business. A redlined copy of the Seventh Amended Disclosure Statement is available at: http://bankrupt.com/misc/casb15-04483-0681.pdf The Debtor is represented by: John L. Smaha, Esq. Gustavo E. Bravo, Esq. SMAHA LAW GROUP 2398 San Diego Ave. San Diego, CA 92110 Tel: 619-688-1557 Fax: 619-688-1558 E-mail: jsmaha@smaha.com About Crosby National Golf Club The Crosby National Golf Club, LLC, commenced a Chapter 11 bankruptcy case (Bankr. N.D. Tex. Case No. 15-41545) in Ft. Worth, Texas, on April 16, 2015, without stating a reason. The Debtor estimated $10 million to $50 million in assets and debt. The case was assigned to Judge Russell F. Nelms. On April 28, 2015, the Crosby Estate at Rancho Santa Fe Master Association (The Crosby HOA) filed a motion to transfer the venue of teh case to the Southern District of California. After nearly three days of hearing, the Texas Bankruptcy Court granted the motion to transfer venue, and on July 2, 2015, the case was assigned Case No. 15-04483 (Bankr. S.D. Cal.). The Debtor owns and operates the Crosby National Golf Club which is located within the Crosby Estates at Rancho Santa Fe. The Golf Club has been continuously operated as a for-profit, private eighteen-hole golf course and has been known at all times as the Crosby National Golf Club. It is a California limited liability company and its managing member is Escalante - Crosby National L.P., a Colorado limited partnership. The Debtor is represented by Hudson M. Jobe, Esq., and Timothy A. York, Esq., at Quilling, Selander, Lownds, Winslett & Moser, P.C. in Dallas, Texas. The Crosby Estate at Rancho Santa Fe Master Association (The Crosby HOA) is the master association for the gated residential community and development located in San Diego County including the Debtor's golf club, commonly known as The Crosby National Golf Club. The Debtor and the Crosby HOA have been engaged in disputes and resulting litigation pending in the Superior Court, State of California, County of San Diego, relating to the Debtor's operations of the Club and various rights and obligations of the parties under the Development documents and related agreements. It is represented in the Debtor's case by Joe J. Wielenbinski, Esq., Jay H. Ong, Esq. and Thomas D. Berghman, Esq. at Munsch Hardt Kopf & Harr, P.C. in Dallas, Texas. Texas Capital holds a valid, perfected, secured Claim against the Debtor. A minimum aggregate amount of approximately $3.1 million is owed on the Texas Capital Claim. It is represented by Matthew T. Ferris, Esq. at Winstead PC in Dallas, Texas. DANIEL SALOMONE: Bid for Partial Summary Judgment Denied -------------------------------------------------------- Judge Shirley Werner Kornreich of the Supreme Court for New York County denied the motion filed by Daniel Salomone for partial summary judgment in the case captioned DANIEL SALOMONE, Plaintiff, v. STEVEN ABRAMSON, JODI DENNIS, DIANE PLATEIS and CARMEN ARMOR, Defendants, Docket No. 602866/2008 (N.Y.). Judge Kornreich ordered that Salomone's motion for partial summary judgment be denied as to defendants Carmen Amor a/k/a Carmen Amor-Rios and Jodi Dennis, and be denied as moot with respect to defendants Steven Abramson and Diane Plateis. A full-text copy of the Court's July 15, 2016 decision and order is available at https://is.gd/oQGYzv from Leagle.com. DELAWARE MOTEL: Hires Mucklow as Counsel ---------------------------------------- Delaware Motel Associates, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Ohio to employ David A. Mucklow as counsel to the Debtor. Delaware Motel requires Mucklow to assist the Debtor in the Chapter 11 proceeding and in the administration of the estate. The services include the drafting and filing of pleadings, litigation, the drafting of correspondence, attendance at hearings, legal research, the making of telephone calls and related services. Mucklow will be paid at these hourly rates: David A. Mucklow $250 Mucklow will be paid a retainer in the amount of $15,624, which is shared with a related bankruptcy case Turkeyfoot Lake Road Land Holdings, LLC (Case No. 16-51653). Mucklow will also be reimbursed for reasonable out-of-pocket expenses incurred. David A. Mucklow 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 Debtor and its estate. Mucklow can be reached at: David A. Mucklow, Esq. DAVID A. MUCKLOW 919 E. Turkeyfoot Lake Rd, Suite B Akron, OH 44312 Tel: (330) 896-8190 Fax: (330) 896-8201 E-mail: davidamucklow@yahoo.com About Delaware Motel Delaware Motel Associates Inc., based in Sunbury, Ohio, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 16-51771) on July 24, 2016. The Hon. Alan M. Koschik presides over the case. David A. Mucklow, Esq., as bankruptcy counsel. In its petition, the Debtor estimated $1.78 million in assets and to $1.71 million in liabilities. The petition was signed by Champakbhai Patel, president. DESERT SPRINGS: Hires Orrock Popka as Bankruptcy Counsel -------------------------------------------------------- Desert Springs Financial, LLC, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Orrock Popka Fortino Tucker & Dolen as bankruptcy counsel to the Debtor. Desert Springs requires Orrock Popka to: a. advise the Debtor with respect to the requirements of the Bankruptcy Court, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Office of the U.S. Trustee; b. advise the Debtor with respect to the rights and remedies of the bankruptcy estate and the rights, claims, and interests of creditors; c. advise and consult in the representation of the Debtor in any adversary proceeding where the Debtor are or may be represented by special counsel; d. advise, consult, and represent the Debtor in legal actions as are necessary concerning the use and disposition of property of the estate including use of cash collateral, defense of motions to lift or modify the automatic stay, the assumption or rejection of unexpired leases and executory contracts, and the negotiation of tax liabilities; e. advise, consult, and procure the approval of a Disclosure Statement and thereafter obtain confirmation of the Chapter 11 Plan of Reorganization; and f. advise and consult with the Debtor on a post-confirmation bankruptcy basis until the closing of the Chapter 11 case. Orrock Popka will be paid at these hourly rates: M. Wayne Tucker $300 Paralegals $100 The Debtor provided Orrock Popka with retainer fees from the Debtor's operating account on August 29, 2015, in the total amount of $12,000, all of which was expended on a pre-bankruptcy basis. At the time of filing the petition, the only amount remaining was $1,717, which was used to pay the Chapter 11 filing fee. Orrock Popka will also be reimbursed for reasonable out-of-pocket expenses incurred. M. Wayne Tucker, officer and shareholder of Orrock Popka Fortino Tucker & Dolen, 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 Debtor and its estate. Orrock Popka can be reached at: M. Wayne Tucker, Esq. ORROCK POPKA FORTINO TUCKER & DOLEN 1710 Plum Lane, Ste A Redlands, CA 92374 Tel: (951) 683-6014 Fax: (909) 382-9488 E-mail: tucker@waynetuckerlaw.com About Desert Springs Financial LLC Desert Springs Financial LLC filed a chapter 11 petition (Bankr. N.D. Calif. Case No. 16-14859) on May 30, 2016. The single asset real estate debtor is represented by Wayne M. Tucker, Esq., at Orrock Popka Fortino Tucker & Dolen in Redlands, Calif. At the time of the filing, the Debtor disclosed $16.75 million in assets and $7.33 million in liabilities. DISH NETWORK: S&P Lowers CCR to 'B+', Outlook Stable ---------------------------------------------------- S&P Global Ratings said it lowered its corporate credit rating on Englewood, Colo.-based DISH Network Corp. to 'B+' from 'BB-'. The outlook is stable. S&P also lowered the issue-level rating on unsecured debt issued at operating subsidiary DISH DBS Corp. to 'B+' from 'BB-'. The recovery rating remains '4', indicating expectations for average recovery (30%-50%; upper end of the range) in a payment default. At the same time, S&P assigned our 'B-' issue level rating and '6' recovery rating to the proposed unsecured convertible notes issued at the parent company DISH Network Corp. The '6' recovery rating indicates expectations for negligible recovery (0%-10%) in the event of a payment default. "The downgrade reflects deterioration in our forecasted credit metrics following the company's proposed issuance of $2 billion in convertible debt," said S&P Global Ratings credit analyst Chris Mooney. While the receipt of cash will enhance the company's near-term liquidity position, S&P believes the company could use the proceeds for future spectrum purchases (although the timing and amount remain uncertain). As a result, S&P expects leverage to rise to 5.2x-5.4x by 2017 and remain elevated due to earnings pressure from a declining pay-TV subscriber base. In the second quarter of 2016, DISH lost 281,000 subscribers, down about 2.5% compared with the same period a year ago. S&P expects low- to mid-single-digit percent subscriber losses in each of the next several years due to intense competition from DIRECTV, cable, and video programming delivered over-the-top (OTT) via the Internet, which will more than offset growth in DISH's own OTT offering, SlingTV. The company's lack of a high-margin broadband offering leaves DISH more exposed to rising programming expenses and the longer-term threat of over-the-top (OTT) video alternatives, in S&P's opinion. The outlook is stable reflecting S&P's view that consolidated adjusted leverage will remain between 5x-6x for the foreseeable future. S&P expects earnings to decline modestly over time due to mature and competitive pay-TV market conditions so any improvement in credit metrics would be the result of debt reduction, which S&P views as unlikely unless leverage at DBS Corp. were to rise significantly above its current level. S&P's leverage thresholds reflect its current view of the company's business risk profile, which is based primarily on its core pay-TV business. As a result, S&P will look to reassess its business risk profile and the appropriateness of these thresholds as longer-term developments around the company's wireless strategy unfold. EAST COAST CABLEVISION: Coley is Alter Ego of LLCs, Court Says -------------------------------------------------------------- In the case captioned SKY CABLE, LLC, et al., Plaintiffs, v. RANDY COLEY, et al., Defendants, Civil Action No. 5:11cv00048 (W.D. Va.), Judge Michael F. Urbanski of the United States District Court for the Western District of Virginia, Harrisonburg Division, reverse-pierced the corporate veil and held that Randy Coley is the alter ego of his limited liability companies. On January 23, 2014, the court entered judgment in favor of DIRECTV, LLC against the defendants Randy Coley and East Coast Cablevision, LLC, jointly and severally, in the amount of $2,393,000, representing 2,393 violations of 47 U.S.C. section 605(a) at the statutory minimum rate of $1,000 per violation, with interest. The court subsequently ordered awards of attorney's fees and costs and monetary sanctions against the Coley defendants. They have paid nothing to date. DIRECTV asked the court to reverse-pierce the corporate veil and declare that Randy Coley is the alter ego of his three limited liability companies, such that the assets held by those LLCs are subject to the judgment in the case. In furtherance of that effort, DIRECTV filed a Motion for Supplemental Proceeding to Determine Whether Assets Controlled by Judgment Debtor Randy Coley are Subject to the Judgment. DIRECTV also asked the court to appoint a receiver to prevent fraud during the judgment execution process. "The court has a clear picture of what has transpired in this case, notwithstanding Randy Coley's best efforts to convince the world that he is judgment-proof. For years, Coley has abused the corporate form in an effort to protect himself and his assets from the exact scenario that has unfolded in this litigation—entry of a multi-million dollar judgment against him. For these reasons, and those set forth above, the court holds that Randy Coley is the alter ego of his limited liability companies. Thus, it will reverse-pierce the corporate veil and find the assets held in the name of his various corporate entities, Its Thundertime, LLC, East Coast Sales, LLC, and South Raleigh Air, LLC, are subject to execution of the judgment in this case," Judge Urbanski said. The court will also appoint a receiver in aid of execution of judgment. A full-text copy of Judge Urbanski's July 18, 2016 memorandum opinion is available at https://is.gd/xfOInC from Leagle.com. Randy Cooley, East Coast Cablevision LLC are represented by: Brian A. Scotti, Esq. GORDON & REES, LLP 421 Fayetteville Street, Suite 330 Raleigh, NC 27601 Tel: (919)787-4555 Fax: (919)741-5840 Email: rshaw@gordonrees.com -- and -- Robert Ward Shaw, Esq. GORDON & REES, LLP 1300 I Street, N.W., Suite 825 Washington, D.C. 20005 Tel: (202)399-1009 Fax: (202)800-2999 Email: bscotti@gordonrees.com DIRECTV, Inc. is represented by: John H. Jamnback, Esq. Lyle A. Tenpenny, Esq. Jeremy E. Roller, Esq. Scott T. Wilsdon, Esq. YARMUTH WILSON PLLC 1420 Fifth Avenue, Suite 1400 City Centre Building Seattle, WA 98101 Tel: (206)516-3800 Fax: (206)516-3888 Email: jjamnback@yarmuth.com ltenpenny@yarmuth.com jroller@yarmuth.com wilsdon@yarmuth.com -- and -- Robert E. Travers, IV, Esq. WILLIAMS MULLEN Suite 1700, Dominion Tower 999 Waterside Drive Norfolk, VA 23510 Tel: (757)622-3366 East Coast Cablevision, LLC -- ta Resort Cable LLC and ta Resort Cable -- filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No. 11-08976) on Nov. 23, 2011. A copy of the petition is available at no charge at http://bankrupt.com/misc/nceb11-08976.pdf Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., serves as the Debtor's counsel. ECOSMART INC: Disclosures Approved; Plan Hearing on Sept. 7 ----------------------------------------------------------- The Hon. Robert N. Kwan approved the Disclosure Statement accompanying EcoSmart, Inc.'s Chapter 11 Plan of Reorganization Dated June 22, 2016. A hearing will be held to consider confirmation of the Plan on September 7, 2016 at 11:00 a.m. The last day for creditors to return to the Debtor's counsel ballots containing written acceptances or rejections of the Plan is Aug. 24, 2016, and ballots must be actually received by Debtor's counsel on that date. The last day for filing and serving objections or other written opposition to confirmation of the Plan is Aug. 24, 2016. The last day on which the Debtor may file and serve: (1) its reply to any opposition or objections to confirmation; (2) a memorandum of points and authorities addressing all confirmation issues arising under 11 U.S.C. Sec. 1129; and (3) any declarations in support of confirmation, including the tabulation of ballots is August 31, 2016. The Debtor is represented by: SIMON ARON, Esq. JOHNNY WHITE, Esq. WOLF, RIFKIN, SHAPIRO, SCHULMAN & RABKIN, LLP 11400 West Olympic Boulevard, 9th Floor Los Angeles, CA 90064-1582 Telephone: (310) 478-4100 Facsimile: (310) 479-1422 E-mail: saron@wrslawyers.com jwhite@wrslawyers.com EcoSmart, Inc., dba EcoSmart Fire, dba Brown Jordan Fires, filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 15-27139) on Nov. 6, 2015. ELK CREEK INTERNATIONAL: Hires Henderson as Bankruptcy Counsel -------------------------------------------------------------- Elk Creek International, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of North Carolina to employ The Henderson Law Firm as bankruptcy counsel to the Debtor. Elk Creek International requires Henderson to: a. provide legal advice with respect to the powers and duties as debtor-in-possession in the continued operation of its business and management of its properties; b. negotiate, prepare, and pursue confirmation of a Chapter 11 plan and approval of a disclosure statement, and all related reorganization agreements and/or documents; c. prepare on behalf of the Debtor necessary applications, motions, answers, orders, reports and other legal papers; d. appear in Court to protect the interests of the Debtor before the Court; and e. perform all other legal services for the Debtor which may be necessary and proper in the Chapter 11 proceeding. Henderson will be paid at these hourly rates: James H. Henderson, Esq. $450 Virginia T. Harlan, Assistant $85 Henderson received $7,000 in the several months prior to the bankruptcy filing, from the Debtor's owner, for consultation with the Debtor, analysis of the Debtor's financial condition, the merger of three predecessor corporations and negotiations with the Debtor's secured creditors. Henderson received a $15,000 retainer, and the filing fee, from the Debtor in connection with the Chapter 11 proceeding, the preparation of initial documents, and its anticipated post-petition representation of the Debtor in the Chapter 11 case, a portion of which was used to pay the bankruptcy filing fee. Henderson will also be reimbursed for reasonable out-of-pocket expenses incurred. James H. Henderson, member of The Henderson Law Firm, 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 Debtor and its estate. Henderson can be reached at: James H. Henderson, Esq. THE HENDERSON LAW FIRM 1201 Harding Place Charlotte, NC 28204 Tel: (704) 333-3444 Fax: (704) 333-5003 E-mail: Henderson@title11.com About Elk Creek International, Inc. Elk Creek International, Inc., fdba Elk Creek Lumber Inc., fdba Elk Creek Properties, LLC, sought protection under Chapter 11 (Bankr. W.D.N.C. Case No. 16-50423) on July 5, 2016. The petition was signed by David M. Blair, president. The Debtor is represented by James H. Henderson, Esq., at The Henderson Law Firm. The case is assigned to Judge Laura T. Beyer. The Debtor estimated assets of $0 to $50,000 and debts of $1 million to $10 million at the time of the filing. ENCLAVE SHORES: Disclosure Statement Approval Hearing on Aug. 17 ---------------------------------------------------------------- Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida will hold a hearing to consider approval of the disclosure statement explaining Enclave Shores Condominium Association, Inc.'s Plan of Reorganization on August 17, 2016 at 2:30 p.m. Objections to the approval of the Disclosure Statement are due Aug. 10 The Debtor filed the Disclosure Statement and Plan on July 22, 2016. Enclave Shores Condominium Association, Inc. filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 15-15729) on March 30, 2015. The Debtor is represented by: Brian S. Behar, Esq. Behar, Gutt & Glazer, P.A. DCOTA, Suite A-350 1855 Griffin Road Fort Lauderdale, FL 33004 Tel: (305) 931-3771 Fax: (305) 931-3774 E-mail: bsb@bgglaw.com ENERGY FUTURE: NextEra to Buy Oncor in $18.4-Bil. Deal ------------------------------------------------------ Rebecca Smith and Peg Brickley, writing for The Wall Street Journal, reported that NextEra Energy Inc. outbid rivals for Energy Future Holdings Corp.’s controlling stake in the biggest power provider in Texas, in an $18.4 billion deal that thrusts the Florida company into the big leagues among U.S. utilities. According to the report, selling Dallas-based Oncor is vital to lifting Energy Future -- the former TXU Corp. -- out of a bankruptcy that has dragged on since April 2014. Oncor is widely regarded as Energy Future's crown jewel, a regulated electric utility business with steady returns that was hived off without heavy debt as a condition of Energy Future’s purchase of TXU in 2007, the report related. NextEra, the parent company of Florida Power & Light, has morphed into a national electric powerhouse by purchasing unregulated renewable-energy projects across the U.S., the report further related. The company has also signaled it wants to expand its footprint as a regulated utility, the report said. In late 2014 NextEra proposed buying the Hawaiian Electric Co. in a $4.3 billion deal that ultimately collapsed just two weeks ago, after state officials rejected the deal, saying they were unconvinced NextEra would help Hawaii achieve its aggressive goal to generate 100% of its electricity from green sources by 2045, the report added. The report said NextEra's bid for Oncor is unlikely to face similar scrutiny in Texas, a state with limited aspirations to wean itself off fossil fuels, though it leads the nation in wind generation and has big expectations for solar power in coming years. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a Portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of only of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. * * * In December 2015, the Bankruptcy Court confirmed the Debtors' Sixth Amended Joint Plan of Reorganization. In May 2016, certain first lien creditors of TCEH delivered a Plan Support Termination Notice to the Debtors and the other parties to the Plan Support Agreement, notifying the parties of the occurrence of a Plan Support Termination Event. The delivery of the Plan Support Termination Notice caused the Confirmed Plan to become null and void. Following the occurrence of the Plan Support Termination Event as well as the termination of a roughly $20 billion deal to sell the Debtors' stake in Oncor Electric Delivery Co., the Debtors filed the Plan of Reorganization and the Disclosure Statement with the Bankruptcy Court on May 1, 2016. On May 11, they filed an amended joint plan of reorganization and a related disclosure statement. In June 2016, Judge Sontchi approved the disclosure statement explaining Energy Future Holdings Corp., et al.'s second amended joint plan of reorganization of the TCEH Debtors and the EFH Shared Services Debtors, and scheduled the hearing to confirm the Plan to start at 10:00 a.m. (prevailing Eastern Time) on August 17, 2016. ESSER FAMILY DENTAL: Plan Gives 2% Recovery for Unsec. Creditors ---------------------------------------------------------------- Esser Family Dental, Inc., has a Chapter 11 plan that provides that: * The secured claim of PNC Bank, N.A., in the amount of $809,000, will be paid with interest at 5% over 15 years for a monthly payment of $1,285.10. * The secured claim of Patterson Dental Supply, in the amount of $32,500, will be paid with interest at 5% over 5 years for a monthly payment of $612. * Unsecured creditors, with allowed claims estimated at $190,000, will be paid 2% over 5 years in quarterly payments from the Effective Date. The Debtor says that creditors would fare better under the Plan than in a Chapter 7 liquidation. Under liquidation, all unsecured creditors would receive 0% A copy of the Third Amended Disclosure Statement to accompany the Debtor's Plan dated July 18, 2016, is available at: http://bankrupt.com/misc/Esser_Family_177_3rd_Am_DS.pdf The Debtor's counsel: Guy C. Fustine, Esquire KNOX MCLAUGHLIN GORNALL & SENNETT, P.C. 120 West Tenth Street Erie, PA 16501 E-mail: gfustine@kmgslaw.com Esser Family Dental, Inc., was one of only 2 dental practices in northwestern Pennsylvania that could provide treatment for children with Medicaid in an outpatient surgery center from 1997 through 2012. Esser Family Dental had two lines of business, a traditional family dental practice that was started from scratch in 1993, and a surgery center that treated children with a state funded dental plan via United Healthcare at an outpatient surgery center for extensive dental caries. The Chapter 11 case is in In re Esser Family Dental, Inc. (Bankr. W.D. Pa. Case No. 14-11051). ESSER REALTY: Plan to Pay Unsecured Creditors in 3 Years -------------------------------------------------------- Esser Realty has proposed a Chapter 11 plan that provides that: * The secured claim of PNC Bank, totaling $507,500, will be paid with interest at 7.25% over 15 years for a monthly payment of $4,016. * The secured claim of the Zuck Road Office Park Condominium Association, with a claim of $1,250, will be paid in full within 6 months of the effective date at the contract rate of 15%. * Secured tax claims of the Erie County Tax Claim Bureau, with a claim of $17,090, will be paid in quarterly payments to be paid in full within 5 years of the Effective Date. * Unsecured creditors will be paid 5% over 3 years in annual payments beginning one year from the Effective Date. All payments to unsecured creditors will be made by contributions from the Esser Realty Partnership members. According to the Disclosure Statement, the amount of scheduled -- both disputed and undisputed -- unsecured claims total $2. Meanwhile, the amount of unscheduled unsecured claims total $65,440.02. The Debtor estimates the allowable unsecured claims to total $2. A copy of the Third Amended Disclosure Statement to accompany the Debtor's Plan dated July 18, 2016, is available at: http://bankrupt.com/misc/Esser_Realty_131_3rd_Am_DS.pdf Esser Realty owns property which is leased by sole tenant, Esser Family Dental, which is one of only 2 dental practices in northwestern Pennsylvania that could provide treatment for children with Medicaid in an outpatient surgery center from 1997 through 2012. The Chapter 11 case is In re Esser Realty (Bankr. W.D. Pa. Case No. 14-11052). The Debtor's counsel: Guy C. Fustine, Esquire KNOX MCLAUGHLIN GORNALL & SENNETT, P.C. 120 West Tenth Street Erie, PA 16501 E-mail: gfustine@kmgslaw.com FALCON REPAIR: Hires Cardenas as Bankruptcy Counsel --------------------------------------------------- Falcon Repair, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ the Law Offices of Manuel A. Cardenas and Associates, P.C. as counsel to the Debtor. Falcon Repair requires Cardenas to: a) advise the Debtor as to its rights, duties and powers as a Debtor in possession; b) prepare and file the statements, schedules, plans, and others documents and pleadings necessary to be filed by the debtor in this case; c) represent the Debtor at all hearings, meeting of creditors, conferences, trails, and others proceeding in this case, and; d) perform such other legal services as may be necessary in connection with this case. Cardenas will be paid at these hourly rates: Manuel A. Cardenas $325 Monica Morariu $250 Brian Cordova $225 Peggy Curtin $185 Trial Support Staff $75 Law Clerks $50 Legal Assistants $50 Support Staff $50 Cardenas will be paid a retainer in the amount of $10,000. Cardenas will also be reimbursed for reasonable out-of-pocket expenses incurred. Manuel A. Cardenas, member of the Law Offices of Manuel A. Cardenas and Associates, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Cardenas can be reached at: Manuel A. Cardenas, Esq. LAW OFFICES OF MANUEL A. CARDENAS, P.C. 2059 North Western Avenue Chicago, IL 60647 Tel: (773) 227-6858 E-mail: mac.cardenaslaw@att.net About Falcon Repair Falcon Repair, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 16-08787) on March 15, 2016. The Debtor is represented by Manuel A. Cardenas, Esq. FLYING STAR: Owners File Plan in Bid to Maintain Control of Company ------------------------------------------------------------------- The American Bankruptcy Institute, citing Jessica Dyer of The Albuquerque Journal, reported that Flying Star's owners have filed a reorganization plan in U.S. Bankruptcy Court that would allow them to retain control of the restaurant chain they built in exchange for surrendering their own claims against the company and putting up $1.5 million in new capital to pay off creditors, but their creditors are working on their own competing plan that would mean selling the restaurant chain to another local firm. According to the report, Flying Star owners Jean and Mark Bernstein filed their reorganization plan in court on July 29. Under their plan, the Bernsteins would bid $1.5 million for new shares of stock in the company and continued management, the report said. The infusion would allow Flying Star to pay taxes and other priority claims immediately, pay other creditors, like lenders, in full on an installment basis, and pay the unsecured creditors a total of $790,101, the report related. That amounts to 21.5 percent of the unsecured creditors’ $3.67 million in claims, the report further related, citing the filing. The attorney for Flying Star's unsecured creditors committee said -- before the Bernsteins filed their plan -- that he was working on a "competing plan" based on Southwest Brands' indication that it wanted to buy Flying Star for $2.5 million, the report said. Attorney Paul Fish said the creditors' plan will involve putting the chain out to auction with an agreement from Southwest Brands that it would bid $2.5 million, 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, 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. G-I HOLDINGS: NY Housing Authority Asks 3rd Cir. to Rehear Claims ----------------------------------------------------------------- Cara Bayles, writing for Bankruptcy Law360, reported that the New York City Housing Authority asked the U.S. Court of Appeals for the Third Circuit to rehear its claims against G-I Holdings Inc., saying the court had broken its own precedent when it decided the company's bankruptcy status shielded it from having to remove asbestos-laden material from public housing units. The en banc petition said the court's decision last month was "fatally flawed" because it assumed that as a non-regulatory agency, NYCHA couldn't bring an environmental remediation claim against G-I Holdings. As reported by the Troubled Company Reporter on July 28, 2016, the Third Circuit affirmed the district court's judgment, which rejected the NYCHA's arguments as to why its complaint against G-I Holdings, Inc., was not barred by the latter's finalized Eighth Amended Joint Plan of Reorganization. The Plan disposed of all covered claims against G-I Holdings and barred the holders of such claims from reasserting them against the reorganized G-I Holdings. However, NYCHA filed a complaint against G-I Holdings in which it sought an injunction to compel G-I Holdings to remove Asbestos Containing Material (ACM) from hundreds of NYCHA's buildings. In its complaint, NYCHA put forward two reasons why the claim was not barred by the now-finalized Plan. First, NYCHA argued that its request for an injunction was not a "claim" as defined by the Plan and thus was not barred by the res judicata effect of the district court's Confirmation Order. Second, NYCHA argued that as a governmental entity, it should be allowed to use its inherent regulatory power to force G-I Holdings to remediate the environmental damage caused by the ACM. The bankruptcy and district courts rejected both of these arguments. In affirming the district court, the Third Circuit held that NYCHA's claim is properly characterized as a "repackaging of a forfeited claim for damages." "NYCHA is not a regulatory agency seeking to enforce a state or local law; it is simply a creditor seeking to circumvent the limitations on its recovery of monetary damages from G-I Holdings under the Plan," the Third Circuit said. The case is In re: G-I HOLDINGS INC, f/k/a GAF Corporation, et al., Debtors. NEW YORK CITY HOUSING AUTHORITY, Appellant, v. G-I HOLDINGS, INC., No. 15-2164 (3rd Cir.). A full-text copy of the Third Circuit's July 18, 2016 opinion is available at https://is.gd/DVfsW1 from Leagle.com. About G-I Holdings Based in Wayne, New Jersey, G-I Holdings, Inc., is a holding company that indirectly owns Building Materials Corporation of America, a manufacturer of premium residential and commercial roofing products. The Company filed for bankruptcy after already spending $1.5 billion paying asbestos claims from the 1967 acquisition of Ruberoid Co. G-I Holdings, Inc., fka GAF Corporation, filed a chapter 11 petition (Bankr. D.N.J. Case No. 01-30135) on Jan. 5, 2001, and continued to operate its business as a debtor-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. ACI, Inc., a subsidiary of G-I Holdings, filed a voluntary chapter 11 petition (Bankr. D.N.J. Case No. 01-38790) on Aug. 3, 2001. On Oct. 10, 2001, the Bankruptcy Court entered an Order directing the joint administration of the G-I Holdings and ACI bankruptcy cases. Dennis J. O'Grady, Esq., and Mark E. Hall, Esq., at Riker, Danzig, Scherer, Hyland & Perretti, LLP, serve as co-counsel to the Reorganized Debtors. Andrew J. Rossman, Esq., and Jacob J. Waldman, Esq., at Quinn Emanuel, Urquhart & Sullivan, LLP, serve as special counsel to Reorganized Debtors. An Official Committee of Unsecured Creditors was appointed on Jan. 18, 2001, by the U.S. Trustee to represent those individuals who allegedly suffered injuries related to asbestos exposure from products manufactured by the predecessors of G-I Holdings. Lowenstein Sandler PC represents the Unsecured Creditors Committee. On Oct. 10, 2001, the Bankruptcy Court appointed C. Judson Hamlin as the Legal Representative, a fiduciary to represent the interests of persons who hold present and future asbestos-related claims against G-I. Keating, Muething & Klekamp, P.L.L., is the principal counsel to the Legal Representative of Present and Future Asbestos-Related Demands. G-I Holdings is the successor-in-interest to GAF Corporation, an entity named in approximately 500,000 asbestos-related lawsuits. The Committee submitted that, as successor-in-interest to GAF, G-I Holdings remained liable for roughly 150,000 asbestos-related lawsuits filed, but unresolved, as of the Petition Date and for unknown numbers of asbestos-related claims that would be filed in the future. In early 1994, GAF Building Materials Corporation, an indirect subsidiary of GAF, formed a new corporation as a wholly-owned subsidiary known as Building Materials Corporation of America. Pursuant to that transaction, BMCA received substantially all of the assets of GAF's roofing products business and expressly assumed $204 million of asbestos-related liability, with G-I indemnifying BMCA against any additional such liability. BMCA, also an indirect subsidiary of G-I Holdings, is the primary operating subsidiary and principal asset of G-I Holdings. In early 2007, the Debtors, the Committee and the Legal Representative commenced mediation under the auspices of former United States District Judge Nicholas H. Politan in an effort to resolve the asbestos-related lawsuits. Subsequently, the Parties outlined the principal terms of a global settlement and endeavored to complete a final global settlement with comprehensive documentation in the form of a proposed Chapter 11 plan and its ancillary documents. To preserve the status quo, the Parties mutually agreed to request a stay of all litigation which would be covered under the final global settlement from this Court and other courts of competent jurisdiction. Although lengthy and initially unsuccessful, the negotiations continued until the parties reached a settlement culminating in an agreement in early August 2008. On Aug. 21, 2008, the Parties filed the Joint Plan of Reorganization of G-I Holdings Inc. and ACI Inc. Pursuant to Chapter 11 of the Bankruptcy Code that implemented the Global Settlement of all asbestos-related lawsuits naming G-I Holdings and any other related entities as defendant(s). The Joint Plan of Reorganization provided for the creation of an asbestos trust pursuant to Section 524(g) of the Bankruptcy Code, to which all asbestos-related lawsuits against the Debtors now and in the future would be channeled. Pursuant to the Global Settlement, the Asbestos Trust would assume the Debtors' liability for asbestos- related lawsuits, in exchange for cash on the effective date of the Joint Plan of Reorganization in an amount not to exceed $215 million, and a note in the amount of $560 million issued by the reorganized Debtors and secured by a letter of credit. The Bankruptcy Court and Chief Judge Garrett Brown of the U.S. District Court for the District of New Jersey, by Order dated Nov. 12, 2009, jointly approved the Debtors' Eighth Amended Joint Plan of Reorganization. GAJENDRA ADHIKARI: Files Combined Plan and Disclosure Statement --------------------------------------------------------------- Gajendra and Muna K. Adhikari filed with the U.S. Bankruptcy Court for the Eastern District of California their combined Plan of Reorganization and Disclosure Statement Information dated Aug. 2, 2016. The Debtors propose a 20-year plan during which they will pay into their plan 100% of their family income that is in excess of their ordinary and reasonable living expenses. Non-governmental general unsecured claims in Class 3 consist of the $900 claim owed to Surendra Adhikara from the Debtors' purchase of subsequently wrecked 2001 Lexus; and $2,000 owed to Uddhav Giri for a prepetition personal loan. The Plan will make no payment to Adhikari or Giri, and both claims will be discharged upon plan completion. Governmental general unsecured claims in Class 4 consist of the $189,052 owed to FTB and $835,503 owed to the IRS. As a result of plan payments to secured creditor IRS and the FTB priority tax claim, no plan proceeds are available to make any payments to the governmental general unsecured creditors and they will be discharged upon plan completion. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/caeb14-31393-0070.pdf Muna is a registered nurse. Gajendra formerly owned and operated convenience stores up until 2011, and has served as the "houseband" and primary caretaker of the children. The Adhikaris filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 14-31393) on November 19, 2014. GAWKER MEDIA: Founder Nick Denton Files for Bankruptcy ------------------------------------------------------ Sydney Emberaug, writing for The New York Times' DealBook, reported that Nick Denton, the founder and chief executive of Gawker Media, filed for personal bankruptcy on August 1 to protect himself from a legal judgment awarded in March to the former professional wrestler Hulk Hogan in an invasion-of-privacy lawsuit. "Ever since the verdict, this was a likely outcome," the report cited Mr. Denton as saying in an instant message. According to the report, filing for bankruptcy puts a stay on claims from creditors, including court judgments, meaning Hulk Hogan, whose real name is Terry G. Bollea, will not be able to collect his award. Gawker is appealing the judgment made by a jury that awarded Mr. Bollea $115 million in damages and $25 million more in punitive damages, the report related. Mr. Denton is personally liable for $10 million and jointly liable for $115 million, the report further related. "I don't have that kind of money lying around," the report further cited Mr. Denton as saying on August 1. "In fact, almost all my net worth is in the independent media business to which I have devoted my working life the last 14 years." About Gawker Media Founded in 2002 by Nick Denton, Gawker Media is privately held online media company operating seven distinct media brands with corresponding websites under the names Gawker, Deadspin, Lifehacker, Gizmodo, Kotaku, Jalopnik, and Jezebel. The Company's various Websites cover, among other things, news and commentary on current events, politics, pop culture, sports, cars, fashion, productivity, technology and video games. Gawker sought bankruptcy protection after being ordered to pay $140.1 million in connection with an invasion of privacy lawsuit arising from publication of a report and commentary and accompanying sex video involving Terry Gene Bollea. New York-based Gawker Media, LLC -- fdba Gawker Sales, LLC, Gawker Entertainment, LLC, Gawker Technology, LLC and Blogwire, Inc. -- filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-11700) on June 10, 2016. The Hon. Stuart M. Bernstein presides over the Debtors' cases. Affiliates Gawker Media Group, Inc. and Budapest, Hungary-based Kinja, Kft. filed separate Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 16-11719 and 16-11718) on June 12, 2016. The cases are jointly administered. Gregg M. Galardi, Esq., David B. Hennes, Esq. and Michael S. Winograd, Esq., at Ropes & Gray LLP serve as counsel to the Debtors. William Holden at Opportune LLP serves as Gawkers' chief restructuring officer. Houlihan Lokey Capital, Inc. serves as the Debtors' investment banker. Prime Clerk LLC serves as claims, balloting and administrative agent. Houlihan Lokey was retained by the Debtors on May 16, 2016, to explore the possibility of a sale of all or substantially all of the Debtors' assets, with the goal of maximizing return to the Debtors' estates in the event of a possible chapter 11 filing. The Debtors estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. The U.S. trustee for Region 2 on June 24 appointed three creditors of Gawker Media LLC and its affiliates to serve on the official committee of unsecured creditors. The committee members are Terry Gene Bollea, popularly known as Hulk Hogan, Shiva Ayyadurai, and Ashley A. Terrill. GOODMAN AND DOMINGUEZ: Court Extends Plan Filing Date to Aug. 31 ---------------------------------------------------------------- Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida has extended Goodman and Dominguez, Inc., et al.'s exclusive period within which only the Debtors may file a plan through and including Aug. 31, 2016, and the period within which only the Debtors have exclusive right to solicit acceptances of a plan through and including Oct. 31. The Troubled Company Reporter has previously reported that the Debtors seek for extension of its exclusivity periods for they are still currently engaged in discussions and negotiations with their landlords regarding lease modifications and rent reduction which will greatly enhance the Debtors operations and reorganization efforts. The Debtors said they have successfully reached agreement on a significant number of lease modifications. In addition, the Debtors and the Official Committee of Unsecured Creditors have been working consensually, and the Debtors have been responding to various requests from the Committee for financial information and projections that will form the basis of the negotiations over the terms of the reorganization plan, including the distributions to be made to the holders of allowed unsecured claims -- hopeful that detailed plan negotiations, which will start shortly, will conclude successfully and will enable the Debtors and the Committee to be co-proponents of the reorganization plan. Counsel for Debtors in Possession: Peter D. Russin, Esq. Joshua W. Dobin, Esq. MELAND RUSSIN & BUDWICK, P.A. 3200 Southeast Financial Center 200 South Biscayne Boulevard, Ste 3200 Miami, Florida 33131 Tel: (305) 358-6363 Fax: (305) 358-1221 Email: prussin@melandrussin.com jdobin@melandrussin.com About Goodman and Dominguez Goodman and Dominguez, Inc. -- dba Traffic, Traffic Shoe, Goodman & Dominguez, Inc., Traffic Shoes, and Traffic Shoe, Inc. -- is a retailer headquartered in Medley, Florida. It operates 83 stores in malls across nine states and Puerto Rico. It also sells its teen fashion products at http://www.trafficshoe.com/ Goodman and Dominguez, Inc, et al., filed Chapter 11 petitions (Bankr. S.D. Fla. Case No. 16-10056) on Jan. 4, 2016. Judge Robert A Mark presides over the case. Lawyers at Meland Russin & Budwick, P.A., represent the Debtors. In its petition, Goodman and Dominguez estimated $1 million to $10 million in both assets and liabilities. The petition was signed by David Goodman, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb16-10056.pdf GREGORY DAVID POJANI: Court to Take Up Exit Plan on Sept. 14 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Arizona is set to hold a hearing on Sept. 14, at 10:00 a.m., to consider approval of the Chapter 11 plan of reorganization filed by Gregory David Pojani. The bankruptcy court had earlier issued an order approving Mr. Pojani's disclosure statement, allowing him to start soliciting votes from creditors. The last day for creditors to cast their votes and file their objections to the plan is five business days prior to the Sept. 14 hearing, according to the court order dated July 14. The Debtor is represented by: Kenneth L. Neeley, Esq. Chris J. Dutkiewicz, Esq. Neeley Law Firm, PLC 2250 E. Germann Road, Ste. 11 Chandler, AZ 85286 Tel: 480-802-4647 Fax: 480-907-1648 Email: ECF@neeleylaw.com About Gregory David Pojani Gregory David Pojani sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 15-14725) on November 18, 2015. The case is assigned to Judge Brenda Moody Whinery. GRIGORY SHTENDER: Unsecureds to Recover 15% Under Plan ------------------------------------------------------ Grigory Shtender filed with the U.S. Bankruptcy Court for the Eastern District of New York a disclosure statement describing the Debtor's plan of reorganization. Under the Plan, Class 5 - General Unsecured Claims, which total $154,998.75, will be paid 15% in 60 months. The Disclosure Statement is available at: http://bankrupt.com/misc/nyeb16-41281-31.pdf The Plan will be financed from income generated from the Debtor's employment and business income. The Plan was filed by the Debtor's counsel: Alla Kachan, Esq. Law Offices of Alla Kachan, P.C. 3099 Coney Island Avenue, 3rd Floor Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-315 E-mail: alla@kachanlaw.com Grigory Shtender filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 16-41281) on March 29, 2016. Alla Kachan, Esq., serves as the Debtor's counsel. GROUP 6842: Judge Wants Disclosure Statement Revised by Aug. 19 --------------------------------------------------------------- The Hon. Ernest Robles denied approval of the First Amended Disclosure Statement explaining the bankruptcy-exit plan of Group 6842, LLC, following a hearing on July 19, 2016 at 10:00 a.m. Objections to the approval of the Disclosure Statement were filed by: * Secured Creditor D&A Semi-Annual Mortgage Fund III, L.P.; * Los Angeles County Treasurer and Tax Collector; * Charter High School of the Arts Association; and * the City of Los Angeles, and the Los Angeles Department of Water and Power. The Court said the Debtor must file a further amended Disclosure Statement by no later than August 19, 2016 to provide the following: a. A list of all known executory contracts and unexpired leases; b. Confirmation of the Debtor's current intention to assume the Standard MultiTenant Office Lease, dated as of July 20, 2010 and as subsequently amended, by and between the Debtor and Charter High School of the Arts Association, dba CHAMPS Charter High School of the Arts Multimedia and Performing, or, in the alternative, provide an explanation on how the Debtor intends to fund the proposed plan of reorganization; c. Disclosure and discussion regarding the on-going dispute with respect to the Debtor's alleged defaults under the Champs Lease; d. A list of all known avoidance actions or any other estate claims; e. A revised Section 15.2 of the Plan to the extent that such provision provides for third-party releases in violation of 11 U.S.C. Sec. 524(e) or, in the alternative, an explanation why such provision is appropriate under the circumstances; f. Disclosure of all relevant information pertaining to the Los Angeles County Treasurer and Tax Collector' disputed claim; g. Disclosure of the disagreement between the Debtor and the City of Los Angeles with respect to the timing of amortization under the Loan Agreement between the Debtor and the City, dated December 8, 2011; h. Disclosure of information about the Debtor's job creation obligation under the City Loan; and i. Additional information pertaining to the initial Equity Contribution, as defined in the Disclosure Statement, and new equity interest holder, Duane Martin, trustee, The Campbell-Martin Family Trust UDT, August 29, 2001, as amended and restated. The Court will hold the hearing on the further amended Disclosure Statement on September 20, 2016 at 10:00 a.m. The Debtor is represented by: GARRICK A. HOLLANDER, Esq. ANDREW LEVIN, Esq. WINTHROP COUCHOT PROFESSIONAL CORPORATION 660 Newport Center Drive, Suite 400 Newport Beach, CA 92660 Telephone: (949) 720-4100 Facsimile: (949) 720-4111 E-mail: ghollander@winthropcouchot.com alevin@winthropcouchot.com About Group 6842, LLC Group 6842, LLC, fka The Martin Groupe, Inc., is a California limited liability company owns and manages an eight story commercial office building located at 6842 Van Nuys Blvd., Van Nuys, California (the "Property"). The Property is currently generating approximately $80,000 of rent a month at a current occupancy rate of 60%. After infusing approximately $1 million of equity for remodeling of the Property, however, the Debtor has recently attracted a tenant to occupy the remainder of the Property. The Debtor is in negotiations and has reached an agreement, in principal, with this proposed tenant to occupy the remaining 40% of the Property, which will increase the Debtor's monthly revenue by approximately $80,000. Group 6842, LLC, fka The Martin Groupe, Inc. filed a Chapter 11 bankruptcy petitions (Bankr. C.D. Cal. Case No. 15-29494) on Dec. 30, 2015. The petition was signed by Derek Folk, manager. The Debtor disclosed an estimated assets of $10 million to $50 million and estimated debts of $10 million to $50 million. Judge Ernest M. Robles has been assigned the case. The Debtor has engaged Garrick A Hollander, Esq., of the Winthrop Couchot Professional Corporation as general insolvency counsel. HALCON RESOURCES: Court Okays Protocol to Limit Equity Trades ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware entered an interim order temporarily establishing procedures that restrict transactions involving, and require notices to Halcon Resources Corporation et al., of and proposed transactions by, any person or group of person that is or, as a result of a transaction, would become a substantial security holder of either a) the common stock, b) the preferred stock, or c) the 8% senior unsecured convertible note due 2020, in each case issued the the Debtor. A substantial securityholder is any person or entity that beneficially owns at least 5,825,757 shares of common stock or at least $13,759,276 in principal amount of notes. A final hearing for the approval of the procedures will be held on Aug. 23, 2016, at 10:00 a.m. (Prevailing Eastern Time). Objections, if any, are due Aug. 16, 2016, at 4:00 p.m. (Prevailing Eastern Time). About Halcon Resources Halcon Resources Corporation is an independent energy company engaged in the acquisition, production, exploration and development of onshore oil and natural gas properties in the United States. Halcon Resources and 21 of its subsidiaries each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 16-11724 through 16-11745) on July 27, 2016. The petitions were signed by Stephen W. Herod as president. The Debtors listed assets of $2.84 billion and debts of $3.14 billion as of March 31, 2016. The Debtors have hired Young Conaway Stargatt & Taylor, LLP and Weil, Gotshal & Manges LLP as co-counsel; PJT Partners LP as investment banker; Alvarez & Marsal North America, LLC as restructuring advisor; and Epiq Bankruptcy Solutions, LLC as claims, noticing and solicitation agent. HARVEST OIL: Disclosures Okayed, Plan Hearing on August 23 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Louisiana is set to hold a hearing on August 23, at 1:30 p.m., to consider approval of the Chapter 11 plan of reorganization of Harvest Oil & Gas, LLC. The hearing will take place at 214 Jefferson Street, 1st Floor Courtroom, Lafayette, Louisiana. The bankruptcy court had earlier issued an order approving Harvest Oil's disclosure statement, allowing the company to start soliciting votes from creditors. Harvest Oil is required to file a tabulation of voting results not later than two business days prior to the August 23 hearing, according to the court order dated July 20. About Saratoga Resources Saratoga Resources -- http://www.saratogaresources.com/-- is an independent exploration and production company with offices in Houston, Texas and Covington, Louisiana. Principal holdings cover approximately 51,500 gross/net acres, mostly held by production, located in the transitional coastline and protected in-bay environment on parish and state leases of south Louisiana and in the shallow Gulf of Mexico Shelf. Most of the company's large drilling inventory has multiple pay objectives that range from as shallow as 1,000 feet to the ultra-deep prospects below 20,000 feet in water depths ranging from less than 10 feet to a maximum of approximately 80 feet. Saratoga Resources, Inc., Harvest Oil & Gas, LLC, and their affiliated debtors sought protection under Chapter 11 of the Bankruptcy Code on June 18, 2015. The lead case is In re Harvest Oil & Gas, LLC, Case No. 15-50748 (Bankr. W.D. La.). The Debtors are represented by William H. Patrick, III, Esq., at Heller, Draper, Patrick, Horn & Dabney, LLC, in New Orleans, Louisiana. HCA INC: Moody's Rates $1.0BB Sr. Sec. Term Loan 'Ba1' ------------------------------------------------------ Moody's Investors Service assigned a Ba1 rating to HCA Inc.'s proposed $1.0 billion senior secured term loan due 2024. Moody's understands that the proceeds of the new term loan will be used to refinance a portion of the company's existing $2.3 billion term loan which matures in May 2018. HCA Inc. is a wholly owned subsidiary of HCA Holdings, Inc. All of HCA's existing ratings, including the company's Ba2 Corporate Family Rating and Ba2-PD Probability of Default Rating remain unchanged. The rating outlook is stable. This rating has been assigned. HCA Inc. Senior secured term loan due 2024 at Ba1 (LGD 3) RATINGS RATIONALE HCA's Ba2 Corporate Family Rating reflects the company's significant scale, its geographic diversification with strong presence in key markets, relatively stable cash flows and Moody's expectation of continued organic growth. The rating also reflects Moody's belief that HCA will maintain a more conservative financial policy following the reduction of private equity ownership, the addition of independent Directors to the company's Board, and the company's public disclosure of leverage and liquidity targets. However, Moody's expects that the company will continue to return capital to shareholders through share repurchases in lieu of debt repayment. Further, the ratings also reflect the risks with the ongoing changes to reimbursement levels that will challenge revenue growth and margin expansion. Moody's could upgrade the ratings if HCA maintains a conservative financial policy with respect to large debt funded acquisitions, shareholder distributions or share repurchases, improves geographic diversity, and sustains debt to EBITDA at about 3.5 times. Moody's could downgrade the ratings if financial metrics weaken due to deteriorating operating performance, the company incurs a material amount of debt in order to fund shareholder distributions or acquisitions, or if Moody's expects debt to EBITDA to be sustained above 4.5 times. HCA is the largest for-profit acute care hospital operator in the US as measured by revenues. In addition to its acute care hospital facilities, the company operates psychiatric facilities, a rehabilitation hospital as well as ambulatory surgery centers and cancer treatment and outpatient rehab centers located in 20 states in the U.S. and in England. The company is headquartered in Nashville, Tennessee and reported net revenue in excess of $40 billion in the twelve months ended June 30, 2016. The principal methodology used in this rating was Business and Consumer Service Industry published in December 2014. HEADWATERS INC: S&P Affirms 'BB-' CCR, Outlook Stable ----------------------------------------------------- S&P Global Ratings said it affirmed its 'BB-' corporate credit rating on South Jordan, Utah-based Headwaters Inc. The outlook is stable. At the same time, S&P is lowering its issue-level rating on the company's first-lien senior secured bank term loan credit facilities to 'BB-' from 'BB', in line with the company's corporate credit rating. Headwaters will add $350 million of incremental term loan B debt to the existing $421 million facility. The recovery rating on the $771 million senior secured debt is '3', which indicates S&P's expectations for meaningful (50%-70%) recovery (at the higher end of the range) in the event of a payment default. "The stable rating outlook reflects our expectation that Headwaters will maintain credit measures consistent with a significant financial risk profile as the improvement in housing starts and nonresidential construction will result in better operating performance and deleveraging from the 4x leverage pro forma for the new financing," said S&P Global Ratings credit analyst Kimberly Garen. "As a result, we expect the company to remain in line with our assessment of its significant financial risk profile." S&P believes that a downgrade is unlikely within the next 12 months based on its favorable view of industry fundamentals. However, S&P could lower the ratings if the improvement in residential construction activity or fly ash demand is less than expected, or if a new recession causes a retraction in housing starts and remodeling activity, such that leverage increases more than about 4.5x and trending toward 5x, causing S&P to revise its assessment of financial risk profile. S&P could raise the rating within the next 12 months if 2016 sales growth exceeded 13%, with gross margins greater than 35%, resulting in leverage likely to be maintained at about 3x and FFO to debt to be maintained at more than 30% due to both organic growth and acquisitive nature. This could occur if there were a greater-than-expected recovery in residential and commercial construction. HORSEHEAD HOLDING: Court to Take Up Exit Plan on August 30 ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware is set to hold a hearing on August 30, 2016, at 10:00 a.m., to consider approval of the Chapter 11 plan of reorganization of Horsehead Holding Corp. The hearing will take place at the U.S. Bankruptcy Court, Courtroom No. 6, 5th Floor, 824 North Market Street, Wilmington, Delaware. Voting creditors are required to file their ballots no later than August 19, which is also the last day for filing objections to the plan. If confirmed, the restructuring plan will reduce Horsehead Holding's debt by more than $400 million, and will provide the company with funds to pay creditors. To effectuate the plan, Horsehead Holding will receive $160 million under an agreement with the plan sponsors. The proceeds received, together with cash on hand and cash from operations, will be used to pay administrative claims and priority claims in full. The plan will also provide full recoveries for creditors of Zochem, one of the largest single-site producers of zinc oxide in North America, which Horsehead Holding acquired in 2011, according to the disclosure statement detailing the plan. A copy of Horsehead Holding's latest disclosure statement is available for free at http://bankrupt.com/misc/HorseheadHolding_2ndamendedDS07152016.pdf About Horsehead Holding Corp. Horsehead Holding Corp. is the parent company of Horsehead Corporation, a U.S. producer of specialty zinc and zinc-based products and a recycler of electric arc furnace dust; The International Metals Reclamation Company, LLC, a leading recycler of metals-bearing wastes and a leading processor of nickel-cadmium (NiCd) batteries in North America; and Zochem Inc., a zinc oxide producer located in Brampton, Ontario. Horsehead, headquartered in Pittsburgh, Pa., has seven facilities throughout the U.S. and Canada. The Debtors currently employ approximately 730 full-time individuals. Horsehead Holding Corp., Horsehead Corporation, Horsehead Metal Products, LLC, The International Metals Reclamation Company, LLC, and Zochem Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10287 to 16-10291) on Feb. 2, 2016. The Petition was signed by Robert D. Scherich as vice president and chief financial officer. Judge Christopher S. Sontchi is assigned to the case. The Debtors have engaged Kirkland & Ellis LLP as general counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, RAS Management Advisors, LLC, as financial advisor, Lazard Middle Market LLC as investment banker, Epiq Bankruptcy Solutions, LLC, as claims and noticing agent and Aird & Berlis LLP as Canadian counsel. The Debtors disclosed total assets of $1 billion and total liabilities of $544.6 million. As of the Petition Date, the Debtors' consolidated long-term debt obligations totaled approximately $420.7 million. Andrew Vara, acting U.S. trustee for Region 3, appointed seven creditors of Horsehead Holding Corp. to serve on the official committee of unsecured creditors. Lowenstein Sandler LLP serves as counsel to the Committee, while Drinker Biddle & Reath LLP serves as co-counsel. The Unsecured Creditors Committee is represented by Kenneth A. Rosen, Esq., Bruce Buechler, Esq., and Philip J. Gross, Esq., at Lowenstein Sandler LLP. The U.S. Trustee's office appointed Aquamarine Capital and six others to serve on Horsehead Holding Corp.'s committee of equity security holders. HYPNOTIC TAXI: Amends Disclosures; Trade Claims to Recoup 100% -------------------------------------------------------------- Hypnotic Taxi LLC, et al., filed with the U.S. Bankruptcy Court for the Eastern District of New York a first amended disclosure statement in support of the Debtors' first amended plan of reorganization. Under the First Amended Plan, holders of Class 4 General Unsecured Claims that are not personal injury claims will be paid 100% of their allowed claims in equal monthly installments over two years commencing at the later of the plan effective date. Class 4 holders will get an estimated recovery of 100% over a two-year period. Holders of Class 5 General Unsecured Claims – Personal Injury Claims that are less than TLC insurance coverage minimums will be paid 100% of their allowed claims by the relevant management companies at the later of the Effective Date or date of allowance in accordance with the personal injury claims resolution procedures, provided that payments may be made earlier on account of allowed Class 6 Claims if required under the Personal Injury Claims Resolution Procedures. Holders of Class 6 General Unsecured Claims – Personal Injury Claims that exceed TLC insurance coverage minimums will be paid 100% of their allowed claims in equal monthly installments over two years commencing at the later of the Effective Date or date of allowance in accordance with the Personal Injury Claims Resolution Procedures, provided that payments may be made earlier on account of allowed Class 6 Claims if required under the Personal Injury Claims Resolution Procedures. In exchange for receiving Equity Interests in the Reorganized Debtors and other consideration set forth in the Plan, Freidman has agreed to fund the Plan in an amount as is required to effectuate the Plan, but not more than $2 million. The Plan Funding Amount will be financed in full by a loan to be made by a third party lender on or before the Effective Date, in accordance with the terms of that certain Exit Financing Commitment Letter, dated as of July 8, 2016. The Plan Funding Amount will be deposited with the Distribution Agent on the Effective Date. The Proceeds of the Third Party Loan will also be used to pay off the existing mortgage on the Real Estate Collateral. The First Amended Disclosure Statement is available at: http://bankrupt.com/misc/nyeb15-43300-313.pdf The First Amended Plan was filed by the Debtors' counsel: Fred Stevens, Esq. Brendan M. Scott, Esq. Stephanie R. Sweeney, Esq. KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP 200 West 41st Street, 17th Floor New York, NY 10036-7203 Tel: (212) 972-3000 Fax: (212) 972-2245 E-mail: fstevens@klestadt.com bscott@klestadt.com ssweeney@klestadt.com About Hypnotic Taxi Hypnotic Taxi LLC and 21 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D.N.Y. Lead Case No. 15-43300) on July 22, 2015. The petition was signed by Evgeny Freidman as sole and managing member. Klestadt Winters Jureller Southard & Stevens LLP serves as the Debtors' counsel. Judge Carla E. Craig presides over the case. The Debtors each own either two or three medallions issued by the New York City Taxi and Limousine Commission that permit taxi services to be performed by the Debtors. Hypnotic Taxi LLC disclosed total assets of $1,941,314 and total liabilities of $2,825,401 as of the Petition Date. The U.S. Trustee for Region 2 appointed three creditors to serve on the official committee of unsecured creditors. The Committee tapped White & Williams LLP as counsel and EisnerAmper as its accountants and financial advisors. III EXPLORATION: Hires Cohne Kinghorn as Bankruptcy Counsel ----------------------------------------------------------- III Exploration II LP seeks authority from the Bankruptcy Court to employ Cohne Kinghorn, P.C. as its general bankruptcy counsel. CK will provide the following services to the Debtor: A. Prepare on behalf of the Debtor any necessary motions, applications, answers, orders, reports and papers as required by applicable bankruptcy or non-bankruptcy law, dictated by the demands of the case, or required by the Court, and to represent the Debtor in proceedings or hearings related thereto; B. Assist the Debtor in analyzing and pursuing possible reorganization; C. Assist the Debtor in analyzing and pursuing any proposed dispositions of assets of the Debtor's estate; D. Review, analyze and advise the Debtor regarding claims or causes of action to be pursued on behalf of its estate; E. Assist the Debtor in providing information to creditors and equity holders; F. Review, analyze and advise the Debtor regarding any fee applications or other issues involving professional compensation in the Debtor's case; G. Prepare and advise the Debtor regarding any Chapter 11 plan filed by the Debtor and advise the Debtor regarding Chapter 11 plans that might be filed by other constituents in the Debtor's case; H. Assist the Debtor in negotiations with various creditor constituencies regarding treatment, resolution and payment of the creditors' claims in this case; I. Review and analyze the validity of claims filed in this case and advise the Debtor as to the filing of objections to claims, if necessary; and J. Perform all other necessary legal services as may be required by the needs of the Debtor in the case. CK presently holds a retainer balance of $94,560 which CK received from the Debtor. The Debtor understands that CK will apply to the Court for the allowance of compensation and reimbursement of expenses in accordance with the applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the local rules and orders of the Court for all services performed and expenses incurred. The current hourly billing rates for CK attorneys and paralegals are as follows: Shareholders $195-$400 Associates $150-$185 Paralegals $75-$125 To the best of the Debtor's knowledge, CK and its attorneys are disinterested persons as provided in Bankruptcy Code Section 101(14) and 327 and do not represent or hold any interest adverse to the interest of the Debtor or its estate. About III Exploration II LP III Exploration II LP, engaged in the exploration and production of oil and natural gas deposits, filed a chapter 11 petition (Bankr. D. Utah Case No. 16-26471) on July 26, 2016. The Debtor estimated assets in the range of $50 million to $100 million and liabilities of up to $500 million. The Debtor is represented by George Hofmann, Esq., Steven C. Strong, Esq., and Adam H. Reiser, Esq., at Cohne Kinghorn, P.C., as counsel. Judge Kimball R. Mosier is assigned to the case. III EXPLORATION: Wants to Assume TSA with Petroglyph ---------------------------------------------------- III Exploration II LP asks the Bankruptcy Court to authorize its assumption of a transition services agreement it entered into with its affiliate, Petroglyph Operating Company, Inc., shortly before it filed its Chapter 11 bankruptcy petition. As a limited partnership, the Debtor operates through its general partner, Petroglyph Energy, Inc., which is a wholly-owned subsidiary of Intermountain Industries, Inc. In its role as general partner, Petroglyph manages the operations and governance of the Debtor, for which it receives a management fee consisting of five percent of Petroglyph's costs. Petroglyph provides field operation services and certain financial and accounting services to the Debtor through its wholly-owned non-debtor subsidiary, POCI. The Debtor entered into the TSA, with the consent of the Bank Group (consisting of the prepetition lenders, the DIP lenders, and Wilmington Trust as administrative agent under the First Lien Facility and the DIP Credit Agreement) for the purpose of formalizing its arrangement with POCI and retaining POCI to continue to provide services during the post-petition "Service Period" in exchange for compensation to POCI as provided in the TSA. Although the basic economic arrangement that is formalized through the TSA has been in place for many years between the Debtor and POCI, before the execution of the TSA the Debtor and POCI did not have an agreement in writing documenting their arrangement. According to the Debtor, assumption not only is beneficial to the estate, it is essential to its ability to obtain post-petition financing and conduct an orderly liquidation of the Properties in this Chapter 11 case. The Bank Group is unwilling to extend new post-petition financing to the Debtor without having the TSA in place as an agreement binding on the Debtor's estate and on POCI on and after the Petition Date. Further, POCI is unwilling to continue to provide essential services to the Debtor after the Petition Date without the assurance provided by assumption of the Summary of the TSA During the Service Period (which will not exceed the period of 24 weeks after the Petition Date) the Debtor and POCI will operate and manage the operated and non-operated oil and gas assets only in accordance with one or more written budgets that are approved by the Bank Group and the Bankruptcy Court. The initial Budget is expected to be a 24-week cash Budget subject to revisions and extensions. Generally, on a weekly basis, the Debtor will pay POCI a sum for all actual out-of-pocket costs; the Debtor will also pay POCI a management fee of 3.25% of the Costs. The Costs are to be funded by the Debtor to POCI's "Impress Account" and the Management Fees are to be funded by the Debtor to POCI's "Management Fee Account." The Debtor will have a security interest in the Impress Account and that security agreement will be collaterally assigned to the Administrative Agent. The TSA also provides, consistent with POCI's policies and practices prior to the TSA, certain severance benefits to POCI employees in connection with their service to POCI during the Service Period. The Severance Policy for POCI's post-petition employees, as specified in the TSA, has been approved by the Bank Group and applicable severance benefits will be included in the Budget. The Severance Policy includes an additional "Retention Payment" of $50,000 each that may be paid to two key officers of POCI, Mr. Kevin Dickey and Mr. Marshall Murrin, under certain circumstances as set forth in Section 6 of the Severance Policy. The TSA expressly provides that the persons comprising the Bank Group are intended third-party beneficiaries of the TSA. About III Exploration II LP III Exploration II LP, engaged in the exploration and production of oil and natural gas deposits, filed a chapter 11 petition (Bankr. D. Utah Case No. 16-26471) on July 26, 2016. The Debtor estimated assets in the range of $50 million to $100 million and liabilities of up to $500 million. The Debtor is represented by George Hofmann, Esq., Steven C. Strong, Esq., and Adam H. Reiser, Esq., at Cohne Kinghorn, P.C., as counsel. Judge Kimball R. Mosier is assigned to the case. INNOVATIVE CONSTRUCTION: Unsecureds to Recoup 100% Under Plan ------------------------------------------------------------- Innovative Construction, Inc., filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a disclosure statement to accompany the Chapter 11 plan dated July 13, 2016. Under the Plan, all creditors will be paid in full. Unsecured creditors will be paid via 20 quarterly payments in the amount of $6,873.19. General unsecured non-tax claims total $4,500, while Lawrence County -- a general unsecured tax claim -- total $132,963.69. The Debtor's Income is going to increase from $0/month to $9,000/month. Commencing Aug. 1, 2016, the Debtor will receive monthly lease payments from the tenant of its building in the amount of $4,000 per month. Additionally, the Debtor has entered into a contract with Sandro, LLC, which will purchase $5000 of the Debtor's sand and gravel deposits on a monthly basis. This will be the Debtor's source of funds for planned payments, including funds necessary for capital replacement, repairs, or improvements The Disclosure Statement is available at: http://bankrupt.com/misc/pawb16-20088-36.pdf The Plan was filed by the Debtor's counsel: Robert O. Lampl, Esq. John P. Lacher, Esq. David L. Fuchs, Esq. Ryan J. Cooney, Esq. 960 Penn Avenue, Suite 1200 Pittsburgh, PA 15222 Tel: (412) 392-0330 Fax: (412) 392-0335 E-mail: rlampl@lampllaw.com About Innovative Construction Innovative Construction, Inc., leases real property to Caravan II, LLC, which operates a hotel and restaurant. It also owns sand and gravel deposits. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-20088) on Jan. 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. INT'L SHIPHOLDING: Meeting to Form Creditors' Panel Set for Aug. 11 ------------------------------------------------------------------- William K. Harrington, United States Trustee for Region 6, will hold an organizational meeting on Aug. 11, 2016, at 12:30 p.m. in the bankruptcy cases of International Shipholding Corp., et al. The meeting will be held at: Office of the United States Trustee United States Bankruptcy Courthouse One Bowling Green, Room 511 New York, NY 10004 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. INVENTIV HEALTH: Moody's Retains B3 CFR on Change in Ownership -------------------------------------------------------------- Moody's Investors Service commented on inVentiv Health's announcement that Advent International will make a significant investment in the company. While Advent's investment does not have a near-term credit impact on inVentiv, it means that the company will not IPO and delays the planned refinancing of the capital structure. There is no change to any of the company's ratings, including the B3 Corporate Family Rating or stable outlook. IRINA ZAGORSKAYA: Disclosure Statement Hearing Set for Sept. 28 --------------------------------------------------------------- Bankruptcy Judge Jerry A. Funk will hold a hearing for September 28, 2016 at 1:30 p.m. in 4th Floor Courtroom D , 300 North Hogan Street, Jacksonville, Florida, to consider and rule on the disclosure statement explaining the bankruptcy plan of Irina Zagorskaya, and any objections or modifications and to consider any other matter that may properly come before the Court. The hearing may be adjourned from time to time by announcement made in open Court without further notice. The attorney for the debtor(s) is directed to serve forthwith copies of the disclosure statement and plan upon the Trustee (if any), Internal Revenue Service, U.S. Securities and Exchange Commission, Office of the United States Trustee and all attorneys who have appeared in the case, and shall file a certificate showing compliance. The attorney for the debtor(s) is further directed to send, without charge, copies of the disclosure statement and plan to any party in interest who so requests. The attorney for the debtor(s) is: Taylor J King, Esq. 5452 Arlington Expressway Jacksonville, FL 32211 Any objection to the proposed disclosure statement shall be filed and served seven days before the hearing date. Irina Zagorskaya filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 16-00272) on January 27, 2016. JULIET APRIL DANIELS: PCO Files 13th Interim Report --------------------------------------------------- Constance Doyle, as the Patient Care Ombudsman for Juliet April Daniels at a Residence Home in Gardena, California, has issued a Thirteenth Interim Report for the period June 1, 2016 to July 31, 2016. The PCO concluded that all care provided to the resident by Juliet Daniels and her staff is well within the standard of care. The Ombudsman notes that the Debtor has maintained the home for seventeen years with three bedrooms and all but one of the clients have been in residence for the duration. Clients are referred through the Regional Center, licensed by the Department of Health (DHS) and funded by Medical. There are no changes in staff and the home remains neat, clean, and well-appointed. Schedules are maintained for the daily activities and the residents always appear pleased to participate. The bankruptcy case is Juliet April Daniels, Case No. 1:14-bk-12047-VK (Bankr. C.D. Calif.). K. HOVNANIAN: Moody's Assigns B2 Rating on $75MM Term Loan ---------------------------------------------------------- Moody's Investors Service rated K. Hovnanian Enterprises, Inc.'s proposed $75 million first lien super priority term loan B2, proposed $75 million first lien notes B3, and proposed $75 million second lien notes Caa3. Concurrently, the company's Corporate Family Rating was affirmed at Caa2 and Probability of Default Rating was affirmed at Caa2-PD. Hovnanian's existing first lien notes were downgraded to B3 from B2, existing second lien notes were downgraded to Caa3 from Caa2, and its existing unsecured notes were affirmed at Caa3. The Speculative-Grade Liquidity Rating was affirmed at SGL-4 and ratings outlook remains negative. Hovnanian is issuing $225 million of new debt as part of a private placement transaction with a specific investor in an effort to partially refinance its 2017 and 2020 debt maturities. Hovnanian is proposing to issue 10% $75 million 2nd lien notes due 2018, $75 million 1st lien super priority term loan due 2019 but with a springing maturity in 2018 when the 10% 2nd lien notes come due, and 9.5% 1st lien notes due 2020. The proceeds from the $75 million 10% 2nd lien notes and $75 million 1st lien super priority term loan are expected to be applied toward Hovnanian's 2017 maturities and reduce those by $150 million to $60 million thereby pushing out the $150 million of maturing debt to the fourth quarter of 2018 (considering the springing maturity of the 1st lien super priority term loan). However, Hovnanian's average interest rate (coupon rate) on just the $150 million refinanced part of the 2017 debt securities increases to 8.9% (L+7% with 75bp floor 1st lien super priority term loan and 10% 2nd lien notes) from approximately 8.1% ($121 million 8.625% senior notes and $29 million of senior exchangeable notes). Furthermore, the company is replacing unsecured debt with secured debt. The proposed 9.5% $75 million 1st lien notes due 2020 are issued to convert the investor's current position in the company's 9.125% 2nd lien notes due also in 2020. This step provides this particular investor with a higher coupon and a 1st lien claim on the assets. Overall, the transaction demonstrates that Hovnanian's capital structure remains untenable because in order to enhance liquidity and push out less than 10% of its total debt maturities by just 8 quarters Hovnanian needs to give up a significant amount of security for a hefty price. This is reflected in the Caa2 Corporate Family Rating and negative outlook. The downgrade of the existing debt securities' ratings in Hovnanian's multi-tiered debt capital structure is primarily due to the company having a greater amount of first lien debt. These rating actions were taken for Hovnanian Enterprises, Inc.: Corporate Family Rating, affirmed at Caa2; Probability of Default Rating, affirmed at Caa2-PD; Speculative Grade Liquidity Rating, affirmed at SGL-4; Preferred Stock, affirmed Ca (LGD6); Ratings outlook remains Negative. These rating actions were taken for K. Hovnanian Enterprises, Inc.: Proposed senior secured super priority first lien term loan, rated at B2 (LGD2); Proposed senior secured first lien notes, rated at B3 (LGD3); Proposed senior secured second lien notes, rated at Caa3 (LGD4); Existing first lien senior secured notes, downgraded to B3 (LGD3) from B2 (LGD2); Existing second lien senior secured notes, downgraded to Caa3 (LGD4) from Caa2 (LGD4); Existing senior unsecured notes, affirmed at Caa3 (LGD5); Ratings outlook remains Negative. RATINGS RATIONALE The Caa2 Corporate Family Rating reflects Hovnanian's untenable capital structure with debt to capitalization of over 100%, high refinancing risk, limited asset coverage for debt holders, weak liquidity profile, low interest coverage, and shrinking revenue base. At the same time, this transaction somewhat improves the company's debt maturity profile and should reduce its 2017 maturities to less than $70 million. However, this comes at the expense of existing debt holders for whom $75 million of assets are now secured by a priority lien as part of the new term loan. Furthermore, Hovnanian's capital structure remains untenable with $200 million of debt due in 2018 and $400 million in 2019. The Speculative-Grade Liquidity (SGL) Rating of SGL-4 reflects that Hovnanian's liquidity profile is considered weak over the next 12 to 18 months. The SGL rating takes into consideration internal liquidity, external liquidity, covenant compliance, and alternative liquidity. Hovnanian's liquidity is supported by its free cash flow generation expected in 2016. However, it is constrained by its upcoming maturities that will surely put a strain on liquidity as they arrive in 2018 and 2019. Hovnanian has a $75 million revolving credit facility due in 2018, however only $3 million of borrowings were available as of April 30, 2016 after accounting for $50 million in drawings and $22 million in letters of credit. The credit facility is not subject to any financial maintenance covenants. The negative outlook reflects the company's untenable capital structure, high refinancing risk, and weak operating performance. The ratings could be downgraded if the company's liquidity profile weakens further such that it cannot meet its debt payment obligations. The ratings could be upgraded if the company's liquidity profile improves and Hovnanian shows considerable improvement in its financial performance and if its capital structure becomes sustainable. The principal methodology used in these ratings was Homebuilding And Property Development Industry published in April 2015. Established in 1959 and headquartered in Red Bank, New Jersey, Hovnanian Enterprises, Inc. designs, constructs and markets single-family detached homes and attached condominium apartments and townhouses. Homebuilding revenues for the last twelve months ended April 30, 2016, were approximately $3.2 billion. KINCAID HOLDINGS: Files Two-Pronged Bankruptcy Exit Plan -------------------------------------------------------- Kincaid Holdings LLC filed with the U.S. Bankruptcy Court for the Southern District of Indiana a plan and disclosure statement envisioning two scenarios for resolution of the Bankruptcy Case: (1) First is the "Restructuring Scenario," under which the Debtor will either refinance the Debtor's obligations to Old National Bank or sell the Mortgaged Property within 120 days of Confirmation; or (2) Second is the "Auction Scenario," under which the Mortgaged Property will be sold at a public auction to be conducted within 60 days of the conclusion of the Restructuring Period. Under both the Restructuring Scenario and the Auction Scenario, the Allowed Claims of all creditors will be satisfied in full, and the Debtor's sole member will retain her Interests and the assets of the Debtor will vest in the Reorganized Debtor. The Debtor owns two parcels of real property located in Fishers, Hamilton County, Indiana -- one parcel, the Free and Clear Property, consists of a parking lot that is approximately 0.36 acres. The Free and Clear Property is leased by the Debtor to Strategic Restaurant Concepts, LLC, pursuant to an unexpired lease. The Debtor also owns the Mortgaged Property, which is a parcel of property consisting of approximately 2.65 acres, together with a building and parking lot, that secures prepetition indebtedness owed by the Debtor to Old National Bank. The Debtor leases the Mortgaged Property to Globe Industrial Supplies, Inc. pursuant to an unexpired lease. A full-text copy of the Disclosure Statement dated Aug. 1, 2016, is available at http://bankrupt.com/misc/flsb16-13973-65.pdf The Debtor is represented by: Andrew T. Kight, Esq. Samuel D. Hodson, Esq. TAFT STETTINIUS & HOLLISTER LLP One Indiana Square, Suite 3500 Indianapolis, Indiana 46204 Telephone: (317) 713-3500 Facsimile: (317) 713-3699 Email: akight@taftlaw.com shodson@taftlaw.com Headquartered in Fishers, Indiana, Kincaid Holdings LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 15-05796) on July 7, 2015, listing $1.7 million in total assets and $788,099 in total liabilities. The petition was signed by Winifred E. Kincaid, managing member. Judge Robyn L. Moberly presides over the case. Samuel D. Hodson, Esq., and Andrew T Kight, Esq., at Taft Stettinius & Hollister LLP serve as the Debtor's bankruptcy counsel. KORN WONGSAROCHANA: Court to Take Up Plan Outline on August 30 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey is set to hold a hearing on August 30, 2016, at 2:00 p.m., to consider approval of the disclosure statement detailing the Chapter 11 plan of Korn Wongsarochana and Chayanee Swadtayawong. The hearing will take place at the U.S. Bankruptcy Court, Courtroom 3, 402 East State Street, Trenton, New Jersey. Objections must be filed no later than 14 days prior to the hearing. About Korn Wongsarochana Korn Wongsarochana and Chayanee Swadtayawong sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 15-29724) on October 20, 2015. The case is assigned to Judge Christine M. Gravelle. The Debtor is represented by Andre L. Kydala, Esq., at the Law Firm of Andre L. Kydala. LENAPE LAKE: Exit Plan to Pay General Unsecured Creditor in Full ---------------------------------------------------------------- Lenape Lake Inc. filed with the U.S. Bankruptcy Court for the Eastern District of New York a Chapter 11 plan of reorganization, which proposes to pay its general unsecured creditor in full. Under the plan, general unsecured claims are classified in Class 2. Lenape Lake's schedules show that it owes as much as $2,000 to Bevan Forestry, Inc., and $1,000 to Marcus Brooks and Alejandra Azios. The claim of Bevan Forestry, to the extent it is an allowed claim, will be paid, without interest, in full on the effective date of the plan. Meanwhile, Mr. Brooks has withdrawn any claim against Bevan Forestry's estate, according to the disclosure statement detailing the restructuring plan. A copy of the disclosure statement is available for free at https://is.gd/tUd4p6 Lenape Lake is represented by: Avrum J. Rosen, Esq. Deborah L. Dobbin, Esq. LAW OFFICES OF AVRUM J. ROSEN, PLLC 38 New Street Huntington, New York 11743 Tel: (631) 423-8527 About Lenape Lake Lenape Lake Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 15-40174) on January 16, 2015. The petition was filed pro se. LENNY SHTAB: Unsecureds to Get 15% Dividend Over 60-Month Period ---------------------------------------------------------------- Lenny Shtab and Alla Shilman filed with the U.S. Bankruptcy Court for the Eastern District of New York a disclosure statement describing the Debtor's plan of reorganization, which offers general unsecured creditors a pro rated payment of 15% of the total amount of unsecured claims over a period of 60 months. Class II, which consists of the claims of general unsecured creditors totaling $258,106.12, will be paid 15% dividend of the allowed claim in 60 equal monthly installments effective 30 days after the effective date of the Plan. Class II claims are impaired. Class III, which consists of the claims of general unsecured creditors for medical bills in the Debtors' case totaling $10,655.43, will be paid 15% dividend of the allowed claim in 60 equal monthly installments effective 30 days after the Effective Date. Class III claims are impaired. The funds required for confirmation and the payment of claims required to be paid on the Effective Date will be provided by the Debtors from funds generated by the business operations of the Debtors. The Disclosure Statement is available at: http://bankrupt.com/misc/nyeb16-41274-26.pdf The Plan was filed by the Debtors' counsel: Alla Kachan, Esq. Law Offices of Alla Kachan, P.C. 3099 Coney Island Avenue, 3rd Floor Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-315 E-mail: alla@kachanlaw.com Lenny Shtab and Alla Shilman filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 16-41274) on March 28, 2016. Alla Kachan, Esq., serves as the Debtor's bankruptcy counsel. LINN ENERGY: Court Approves Employee Benefit Program ---------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court approved LINN Energy's motion for entry of an order (i) authorizing and approving the Debtors' (a) employee compensation plan for all non-insider employees, (b) critical employee recognition program and (c) executive incentive plan and (ii) granting related relief. As previously reported, "By this Motion, the Debtors request critical and what should be non-controversial relief: authority to continue three ordinary course historical employee compensation programs (the 'Compensation Programs') that each and every one of the Debtors' 1,621 employees rely upon to support their and their families' livelihoods. The 'Quarterly Compensation Plan' is the current form of the Debtors' historical incentive compensation program that applies to all non-insider employees throughout the organization. The 'Critical Employee Recognition Program' is a program, originally implemented in August 2015, to provide incentives to key members of the Debtors' middle management to stay with the Debtors through the current challenges posed by the low commodity pricing cycle. The 103 non-insider employees that participate in the Critical Employee Recognition Program include those persons that the Debtors strongly believe are critical to the Debtors' business. The 'Executive Incentive Plan' or 'EIP' is the only Compensation Program that applies to the six insiders of the Debtors. This program is specifically designed to incentivize and reward the Debtors' leadership team for meeting carefully selected goals determined to be critical to the company's ongoing success - and thereby drive performance for the overall enterprise." About Linn Energy Headquartered in Houston, Texas, Linn Energy, LLC, and its affiliates are independent oil and natural gas companies. Each of Linn Energy, LLC, and 14 of its subsidiaries filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-60040) on May 11, 2016. The petitions were signed by Arden L. Walker, Jr., chief operating officer of LINN Energy. The Debtors have hired Kirkland & Ellis LLP and Kirkland & Ellis International LLP as general bankruptcy counsel, Jackson Walker L.L.P. as co-counsel, Lazard Freres & Co. LLC as financial advisor, AlixPartners as restructuring advisor and Prime Clerk LLC as claims, notice and balloting agent. Judge David R. Jones presides over the cases. The Office of the U.S. Trustee has appointed five creditors of Linn Energy LLC to serve on the official committee of unsecured creditors. LINNCO LLC: Exchange Offer Period for Energy Units Expires ---------------------------------------------------------- LinnCo, LLC, on Aug. 2, 2016, announced the final results of, and expiration of the subsequent offering period relating to, its previously announced offer to exchange each outstanding unit of LINN Energy, LLC ("LINN") for one LinnCo share (the "Exchange Offer") upon the terms and conditions of the Prospectus/Offer to Exchange dated April 26, 2016 (as amended, the "Prospectus"), and the accompanying Amended and Restated Letter of Transmittal (the "Letter of Transmittal"). The subsequent offering period for the Exchange Offer expired at 12:00 midnight (New York City time) on Monday, August 1, 2016. American Stock Transfer & Trust Company, the exchange agent for the Exchange Offer, has advised LinnCo that a total of 19,954,774 LINN units were validly tendered during the subsequent offering period and an aggregate of 123,909,317 LINN units (including LINN units accepted for exchange during the initial offering period), representing approximately 35% of LINN's issued and outstanding units, were validly tendered and not validly withdrawn pursuant to the Exchange Offer and have been accepted by LinnCo for exchange. LinnCo has promptly issued new LinnCo shares for all such tendered LINN units in accordance with the terms of the Exchange Offer. LinnCo now owns approximately 71% of LINN's issued and outstanding units. As previously announced, on May 11, 2016, LINN, LinnCo, certain of LINN's direct and indirect subsidiaries, and Berry Petroleum Company, LLC (collectively, the "Debtors"), filed voluntary petitions (the "Bankruptcy Petitions") for reorganization under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of Texas (the "Court"). On May 16, 2016, the Court approved and entered an order authorizing the Company to continue the Exchange Offer throughout the Debtors' Chapter 11 proceedings and to take any and all actions necessary to effectuate the Exchange Offer in accordance with its terms. Any party not represented by counsel who would like to receive electronic notifications of filings with the Court may complete the appropriate Court-approved form, which can be obtained at the following address: http://www.txs.uscourts.gov/sites/txs/files/CRECFform.pdf Copies of this form are also available on the website of LINN's claims, noticing, and solicitation agent, Prime Clerk LLC, at https://cases.primeclerk.com/linn The purpose of the Exchange Offer was to permit holders of LINN units to maintain their economic interest in LINN through LinnCo, an entity that is taxed as a corporation rather than a partnership, which may allow LINN unitholders to avoid future allocations of taxable income and loss, including cancellation of debt income ("CODI"), that could result from future debt restructurings or other strategic transactions by LINN. In general, CODI will be allocated to persons who are deemed to hold the LINN units when the events giving rise to such CODI occur. The filing of the Bankruptcy Petitions under Chapter 11 of the Bankruptcy Code did not itself cause LINN to recognize CODI; however, it is likely that the final resolution of a bankruptcy plan would cause LINN to recognize an amount of CODI, which may be substantial. About LinnCo LLC Houston-based LinnCo, LLC is a Delaware limited liability company whose initial sole purpose was to own units representing limited liability company interests in its affiliate, Linn Energy LLC (LINN Energy). LINN Energy is an independent oil and natural gas company that trades on the NASDAQ Global Select Market (NASDAQ) under the symbol "LINE." KPMG LLP, in Houston, Texas, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company had income taxes payable of approximately $30 million and cash of approximately $11 million. The Company's only significant asset is its interest in LINN Energy units and the Company's cash flow, which was historically used to pay dividends to the Company's shareholders, is completely dependent upon the ability of LINN Energy to make distributions to its unitholders. In October 2015, LINN Energy suspended the payment of its distribution. Accordingly, the uncertainty associated with the Company's ability to meet its obligations as they become due raises substantial doubt about its ability to continue as a going concern, the auditors noted. As of March 31, 2016, Linnco had $18.3 million in total assets, $23.95 million in total liabilities, all current, and a shareholders' deficit of $5.67 million. LOGAN'S ROADHOUSE: Said to Plan Bankruptcy Amid Restaurant Slump ---------------------------------------------------------------- Lauren Coleman-Lochner and Leslie Patton, writing for Bloomberg News, reported that Logan's Roadhouse Inc., a Nashville, Tennessee-based steakhouse chain with hundreds of locations, is preparing to file for bankruptcy, according to people familiar with the situation. The filing for Chapter 11 protection may come as soon as this month, the report said, citing one of the people, who asked not to be identified because the information is private. The plan hasn't yet been finalized and could still change, the report related. The company, which uses the slogan "Where Steak Rules the Road," has about 250 restaurants in 26 states, the report further related. The move would follow an announcement that Logan's was skipping debt payments due in April and planned to delay filing annual and quarterly earnings reports, the report said. The company also forged a forbearance agreement with lenders that expires on Aug. 15, the report added. The report noted that Logan's has suffered from declining sales and a broader restaurant slowdown, which has forced chains to rely more heavily on discounts. Many casual-dining competitors, such as Applebee's and Buffalo Wild Wings Inc., also have seen growth sputter, the report further noted. And fast-casual restaurants, which tout fresh ingredients and quick service, are making life harder on older chains, the report added. * * * The Troubled Company Reporter, on April 20, 2016, reported that Standard & Poor's Ratings Services lowered its ratings on Logan's Roadhouse Inc., including the corporate credit rating, to D' from 'CCC-'. S&P also removed the ratings from CreditWatch negative, where it placed them on March 31, 2016. The 'D' rating reflects Logan's announcement that it elected not to make the April 15, 2016 interest payments on its 10.75% senior secured notes due 2017 and series 2015-2 notes due October 2017, and S&P's belief that the company will not make this payment within the 30-day grace period. The company continues to pursue strategic alternatives to improve its liquidity, which S&P believes will involve a broader financial restructuring. M.M.B. ENTERPRISES: Plan to Pay $87K to Unsecured Creditors ----------------------------------------------------------- M.M.B. Enterprises, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida a Chapter 11 plan of reorganization that will set aside $87,705 to pay general unsecured creditors. Under the proposed plan, creditors holding Class 4 general unsecured claims will receive a pro rata share of $87,705, to be paid over 10 years at 1% interest in monthly payments of $768. M.M.B. Enterprises will get the funds to pay its creditors from the operations of its business, according to the disclosure statement detailing the plan. A copy of the disclosure statement is available for free at https://is.gd/lAzDxo M.M.B. Enterprises is represented by: David Lloyd Merrill, Esq. Merrill PA Trump Plaza Office Center 525 S. Flagler Drive, Fifth Floor West Palm Beach, Florida 33401 Phone: +1.561.877.1111 About M.M.B. Enterprises M.M.B. Enterprises, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Fla. Case No. 13-35345) on October 22, 2013. The petition was signed by Michael D. Brill, president. At the time of the filing, the Debtor disclosed $1.03 million in assets and $2.3 million in liabilities. MAGNOLIA LANE: Liggett & Webb Raises Going Concern Doubt -------------------------------------------------------- Magnolia Lane Income Fund filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $197,969 on $280,745 of revenue for the fiscal year ended April 30, 2016, compared with net loss $187,294 on $248,351 of revenue for the year ended in 2015. Liggett & Webb, P.A., states that the Company has used cash in operations of $22,835 and an accumulated deficit of $707,094 at April 30, 2016. These matters raise substantial doubt about the Company's ability to continue as a going concern. At April 30, 2016, Magnolia Lane had total assets of $3.61 million, total Liabilities of $2.01 million, and $1.60 million in total stockholders' equity. A copy of Magnolia Lane's 10-K report is available at: http://bit.ly/2aGegLZ Magnolia Lane Income Fund, formerly known as Palmerston Stock Agency, Inc., was originally formed to commence business as a stock agent in the wool trade. The Company has ceased pursuing its prior business plan and has begun focusing on a new business which is to manage and invest in real property. The Company intends to acquire real estate in small markets with high degrees of safety to provide income streams to its shareholders. In addition, the Company will develop property, syndicate, manage and acquire property for capital appreciation. MARINA DISTRICT: Fitch Withdraws 'B' Issuer Default Rating ---------------------------------------------------------- Fitch Ratings has withdrawn Marina District Finance Company, Inc.'s (Borgata's) ratings. The issuer is no longer considered by Fitch to be relevant to the agency's coverage because Borgata's credit facility has been repaid and Fitch believes that Borgata will no longer be a debt issuer. Prior to the withdrawal, Borgata's Long-Term Issuer Default Rating was 'B' on Rating Watch Positive. Borgata's senior secured revolver and senior secured term loans were rated 'BB/RR1' and 'BB-/RR2', respectively, and were also on Rating Watch Positive. RATING SENSITIVITIES Rating Sensitivities are not applicable as the rating has been withdrawn. MSCI INC: Moody's Assigns Ba2 Rating on $500MM Sr. Unsecured Notes ------------------------------------------------------------------ Moody's Investors Service assigned Ba2 ratings to MSCI Inc.'s proposed $500 million senior unsecured notes due 2026 and $220 million senior unsecured revolving credit facility due 2021. Existing ratings on the company's $200 million senior unsecured revolving credit facility due 2019 will be withdrawn upon closing of the new facility. The net proceeds of the new senior notes will be used for general corporate purposes. Issuer: MSCI Inc. Assignments: Senior Unsecured Bank Credit Facility due 2021, Assigned Ba2 (LGD4) Senior Unsecured Bond due 2026, Assigned Ba2 (LGD4) RATINGS RATIONALE "Raising its cash balance to over $900 million opportunistically and widening the revolver financial covenants reflect MSCI's policy to maintain debt to EBITDA in a range near 3.5 times, as Moody's measures it," said Edmond DeForest, Moody's Vice President and Senior Credit Officer. MSCI's Ba2 Corporate Family rating is supported by its stable subscription base of investment risk management and decision support tools and equity index products, subscriber retention rates above 90%, high EBITA margins around 45% and solid growth prospects. Moody's expects MSCI's largest customer will represent about 10% of revenue, while its top 10 customers are anticipated to be around 25% of revenue, so customer concentration remains a rating constraint. MSCI has modest revenue scale for the Ba2 rating category. Moody's expectations for MSCI to use debt proceeds to fund shareholder returns and acquisitions also limits ratings upside. All financial metrics cited reflect Moody's standard adjustments. The SGL-1 speculative grade liquidity rating reflects MSCI's very good liquidity profile. Moody's expects about $200 million (after about $100 million of dividends) of free cash flow in 2016. The large cash balance, the new upsized and extended revolving credit facility and the improved headroom under loosened revolver financial covenants are considered positive liquidity developments. Covenants in the new revolver include requirements for more than 4 times interest coverage (as defined) and less than 4.25 leverage (as defined). Moody's expects MSCI will remain in compliance with these financial covenants over the next year. The stable outlook reflects Moody's expectations for 8% to 10% revenue growth, increasing rates of profitability driven by ongoing expense management initiatives and debt to EBITDA to remain around 3.5 times. The ratings could be raised if financial policies are revised to emphasize lower debt levels such that Moody's comes to expect debt to EBITDA will remain around 3 times and free cash flow to debt will stay above 10%. The ratings could be lowered if Moody's notes a meaningful increase in competition, MSCI's client retention rates deteriorate or a more difficult pricing environment evolves. The ratings could be downgraded if Moody's anticipates low revenue growth or an erosion in profitability and free cash flow, resulting in expectations for debt to EBITDA and free cash flow to debt to be sustained above 4 times and under 5%, respectively. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. MSCI is a global provider of investment risk and decision support tools, including indices and portfolio risk and performance analytics products and services. Moody's expects 2016 revenues of about $1.2 billion. MUNISH SAWHNEY: Disclosures OK'd; Confirmation Hearing on Aug. 23 ----------------------------------------------------------------- The Hon. John K. Sherwood of the U.S. Bankruptcy Court for the District of New Jersey has approved the Disclosure Statement describing the Plan of Reorganization filed by Munish Sawhney. The Disclosure Statement was filed by the Debtor on June 3, 2016. The confirmation hearing of the Debtor's Plan will be held on Aug. 23, 2016, at 10:00 a.m. Aug. 16, 2016, is fixed as the last day for filing written acceptances or rejections of the Plan. Aug. 16, 2016, is also the last day for filing and servicing written objections to the confirmation of the Plan. Munish Sawhney is managing member of Quest Imperial, LLC (Bankr. D.N.J. Case No. 15-31753), which filed a Chapter 11 Petition on November 19, 2015. Quest Imperial is represented by David L. Stevens, Esq., at Scura, Wigfield, Heyer & Stevens LLP, in Wayne, New Jersey. NICKLAS LLC: Court to Take Up Plan Outline on August 30 ------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Pennsylvania is set to hold a hearing on August 30, 2016, at 9:30 a.m., to consider the disclosure statement detailing the Chapter 11 plan of reorganization of Nicklas LLC. The hearing will take place at The Ronald Reagan Federal Building, Bankruptcy Courtroom, Third Floor, Third and Walnut Streets, Harrisburg, Pennsylvania. Objections are due by August 26. Under the proposed plan, general unsecured creditors in Class 6 will be paid in full over 60 months after the effective date of the plan. The first payment will begin on or before six months after the effective date. To fund the plan, Nicklas will continue to lease to existing tenants its real property located at 100 Sunset Boulevard W., Chambersburg, Pennsylvania. The company will also enter into a new lease with FYM, LLC for its 201 and 221 Sunset properties. About Nicklas LLC Nicklas LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 15-02742) on June 26, 2015. NIEBERG MIDWOOD: Disclosure Statement Okayed; Aug. 30 Plan Hearing ------------------------------------------------------------------ The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the Eastern District of New York has approved Nieberg Midwood Chapel Inc.'s Second Amended Disclosure Statement. A hearing to confirm the Debtor's plan is set for Aug. 30, 2016, at 10:30 a.m. Objections to the confirmation of the Plan must be filed by Aug. 23, 2016. About Nieberg Midwood Nieberg Midwood Chapel Inc., AKA Midwood Memorial Chapel, Inc., based in Brooklyn, N.Y., filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 16-40028) on January 5, 2016, listing $1 million to $10 million in both assets and liabilities. Hon. Elizabeth S. Stong presides over the case. Randy M Kornfeld, Esq., at Kornfeld & Associates P.C., serves as counsel to the Debtor. The petition was signed by Stanley Nieberg, vice president. Stanley and Peter Nieberg are each 50% shareholders of the Debtor. PACIFIC SUNWEAR: Seeks Nov. 3 Extension of Plan Filing Date ----------------------------------------------------------- Pacific Sunwear of California, Inc., and its affiliated debtors ask the U.S. Bankruptcy Court to extend the exclusive plan filing period through and including Nov. 3, 2016, and the exclusive solicitation period through and including Jan. 2, 2017. Although the Plan has been filed and solicited, and the Debtors will seek its confirmation at the hearing currently scheduled for August 10, 2016, the Debtors seek further extension to preserve their exclusivity in the event that the Plan is not confirmed and/or unexpected issues or objections arise in connection therewith. The Debtors believe that it is reasonable to request additional time for the Debtors to confirm the Plan without the threat of a competing plan potentially looming. Since the Debtors filed the Initial Disclosure Statement on the Petition Date, the Debtors and their professionals negotiated with and responded to formal and informal objections and comments from numerous parties in interest in these Cases. The most current revision of the Disclosure Statement reflects these and other revisions. In addition, the Plan Supplement provides further information regarding the Plan and the post-emergence business. The Debtors' request is scheduled to be heard on August 23, 2016, and any objection are required to be filed by Aug 16. Counsel to the Debtors: Michael R. Nestor, Esq. Joseph M. Barry, Esq. Maris J. Kandestin, Esq. Shane M. Reil, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: mnestor@ycst.com jbarry@ycst.com mkandestin@ycst.com sreil@ycst.com -- and -- Michael L. Tuchin, Esq. David M. Guess, Esq. Jonathan M. Weiss, Esq. Sasha M. Gurvitz, Esq. KLEE, TUCHIN, BODGANOFF & STERN LLP 1999 Avenue of the Stars, 39th Floor Los Angeles, CA 90067 Telephone: (310) 407-4029 Facsimile: (310) 407-9090 Email: mtuchin@ktbslaw.com dguess@ktbslaw.com jweiss@ktbslaw.com sgurvitz@ktbslaw.com About Pacific Sunwear Founded in 1982 in Newport Beach, California as a surf shop, Pacific Sunwear of California, Inc. operates in the teen and young adult retail sector, selling men's and womens apparel, accessories, and footwear. The Company went public in 1993 (NASDAQ: PSUN), and peaked with 965 stores in 2006. At present, the Company has approximately 593 retail locations nationwide under the names "Pacific Sunwear" and "PacSun," which stores are principally in mall locations. The Company has 2,000 full-time workers. Through its ecommerce business, the Company operates an e-commerce site at http://www.pacsun.com/ Pacific Sunwear of California, Inc., and two affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-10882) on April 7, 2016. The cases are pending before the Honorable Laurie Selber Silverstein. The Debtors sought Chapter 11 protection with a Chapter 11 plan that would convert debt into equity. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP as attorneys; FTI Consulting, Inc., as financial advisor; Guggenheim Securities, LLC, as investment banker; and Prime Clerk LLC as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, on April 19 appointed seven creditors of Pacific Sunwear of California, Inc., to serve on the official committee of unsecured creditors. The official committee of unsecured creditors retained Cooley LLP and Bayard, P.A. as counsel; and Province Inc. as its financial advisor. PREMIER DENTAL: S&P Raises CCR to 'B-', Outlook Stable ------------------------------------------------------ S&P Global Ratings raised its corporate credit and senior secured debt ratings on Premier Dental Services Inc. to 'B-' from 'CCC+'. The outlook is stable. The recovery rating on the senior secured debt remains a '3', indicating expectations of meaningful (50% to 70%; at the lower end of the range) recovery in a payment default. "Our upgrade of Premier Dental reflects our expectation that the company's operations will remain stabilized, it will maintain its position in the Medicaid and affordable dental market, and it will generate modest free cash flow," said S&P Global Ratings credit analyst Matthew Todd. Premier Dental's financial stability and positive cash flows are the result of a return to positive revenue growth in the low- to mid-single digits and an EBITDA margin expansion of several hundred basis points. This operational improvement follows several changes that a new management team implemented to boost revenue and reduce expenses. S&P is forecasting modestly positive free cash flows because of the revenue and margin improvement, a reduction in capital expenditures by about $6 million to $8 million (28%-38%), and a small source from working capital. S&P also believes that the company's liquidity has improved from its cash balance of $43 million at March 31, 2016, and that the revised covenants will provide sufficient cushion to absorb at least a 15% decrease in EBITDA. S&P's stable outlook reflects its expectation that the company will maintain its recent patient volumes and grow revenue in the low single digits. S&P do not expect the company to grow through de novo offices due to the high start-up costs that previously pressured the company's financial standing. S&P expects free cash flows to remain positive and above 2015 levels, and it believes any acquired dental offices will not have the same drag on profitability as de novo offices. S&P could consider lowering the rating should Premier experience greater-than-expected competition in its offices with high exposure to Medicaid, causing S&P to forecast revenue to decrease and gross margins to tighten by several hundred basis points. In this scenario, S&P would expect the company to experience difficulty refinancing its debt due in November 2018. An upgrade would be predicated on Premier improving its profitability in line with other health care providers. If the company can successfully grow revenues at existing offices by increasing the number of complex dental procedures and orthodontic starts, the company could exceed our expectations and expand adjusted EBITDA margins at or above 15%. S&P would not likely raise the rating due to lower leverage because it views deleveraging as temporary due to the company's private equity owners. QUICKSILVER RESOURCES: IRS Objects to Plan Releases --------------------------------------------------- BankruptcyData.com reported that the United States, on behalf of the Internal Revenue Service (IRS) and Department of Interior (DOI), filed with the U.S. Bankruptcy Court an objection to Quicksilver Resources' First Amended Joint Chapter 11 Plan of Liquidation. The objection asserts, "IRS has asserted an unsecured priority, pre-petition claim against Quicksilver Resources, Inc., in the amount of $341,639.77. IRS records indicate that the debtors have not yet filed their 2015 federal income tax return. DOI, through the Office of Natural Resources Revenue, filed a general unsecured, pre-petition claim against Quicksilver Resources, in the amount of $205,703.56. DOI, through the Bureau of Land Management, filed an estimated pre-petition claim in the amount of $65,829.00. The United States objects to the confirmation of the Plan unless and until all federal income tax returns have been filed. The United States objects to the third party non-debtor limitation of liability, injunction and release provisions set forth in Article 11 of the Plan. The injunction provisions violate the Anti-Injunction Act, I.R.C. Section 7421(a). The United States objects to the Plan to the extent it fails to preserve the setoff and recoupment rights of the United States. Confirmation of a plan does not extinguish setoff claims when they are timely asserted. The United States objects to the treatment of the IRS priority claim in Article 2 of the Plan." About Quicksilver Resources Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and production company engaged in the development and production of long-lived natural gas and oil properties onshore North America. Based in Fort Worth, Texas, the company claims to be a leader in the development and production from unconventional reservoirs including shale gas, and coal bed methane. Following more than 30 years of operating as a private company, Quicksilver became public in 1999. The Company has U.S. offices in Fort Worth, Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank, Montana. The Company's Canadian subsidiary, Quicksilver Resources Canada Inc. is headquartered in Calgary, Alberta. On March 17, 2015, Quicksilver Resources Inc. and certain of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in Delaware. Quicksilver's Canadian subsidiaries were not included in the Chapter 11 filing. The Company's legal advisors are Akin Gump Strauss Hauer & Feld LLP in the U.S. and Bennett Jones in Canada. Richards Layton & Finger, P.A., is legal co-counsel in the Chapter 11 cases. Houlihan Lokey Capital, Inc., is serving as financial advisor. Garden City Group Inc. is the claims and noticing agent. The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion in total assets, $2.35 billion in total liabilities and a stockholders' deficit of $1.14 billion. The U.S. Trustee for Region 3 appointed five creditors of Quicksilver Resources Inc. to serve on the official committee of unsecured creditors. * * * The Debtors won approval to sell substantially all assets to BlueStone Natural Resources II, LLC. BlueStone offered $240 million to acquire Quicksilver's oil and gas assets located in the Barnett Shale in the Fort Worth basin of North Texas, and $5 million for those assets located in the Delaware basin in West Texas. RAYMON NELSON: Summary Judgment Favoring C. Jackson Vacated ----------------------------------------------------------- In the case captioned RAYMON K. NELSON, Appellant, v. CLINTON JACKSON, Appellee, Civil Action No. ELH-15-03978 (D. Md.), Judge Ellen Lipton Hollander of the United States District Court for the District of Maryland vacated the bankruptcy court's order of December 17, 2015, and remanded the case to the bankruptcy court for further proceedings. The appeal was filed by the debtor, Raymon Nelson, who challenged the order of the United States Bankruptcy Court for the District of Maryland, issued December 17, 2015, granting the motion for summary judgment filed by a creditor, Clinton Jackson, in an adversary proceeding, and denying the debtor's discharge under 11 U.S.C. section 727(a)(4) and section 727(a)(7). A full-text copy of Judge Hollander's July 20, 2016 memorandum opinion is available at https://is.gd/ugghBl from Leagle.com. Raymon K. Nelson is represented by: William Carroll Johnson, Jr., Esq. LAW OFFICES OF WILLIAM C. JOHNSON, JR. & ASSOCIATES,PLLC 1101 15th St Nw #910 Washington, DC 20005 Tel: (202)525-2958 ROBERT GORDON ROY: Court to Take Up Plan Outline on Sept. 8 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Tennessee is set to hold a hearing on September 8, 9:30 a.m., to consider the disclosure statement detailing the Chapter 11 plan filed by Robert Gordon Roy and Louise Marie-Therese Vande Wiele. The hearing will take place at the L. Clure Morton Post Office and Courthouse, 9 East Broad Street, Cookeville, Tennessee. Objections are due by August 15. The Debtors are represented by: Steven L. Lefkovitz, Esq. 618 Church Street, Suite 410 Nashville, Tennessee 37219 Phone: (615) 256-8300 Fax: (615) 255-4516 Email: slefkovitz@lefkovitz.com About Robert Gordon Roy Robert Gordon Roy and Louise Marie-Therese Vande Wiele sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M. D. Tenn. Case No. 15-06199). The case is assigned to Judge Marian F. Harrison. ROBERTO SEBELEN MEDINA: Unsecureds to Get De Minimis Recovery ------------------------------------------------------------- Roberto Sebelen Medina and Betsie Marie Corujo Martinez filed with the U.S. Bankruptcy Court for the District of Puerto Rico a disclosure statement describing their plan of reorganization. Under the Plan, holders of Class 11 – General Unsecured Claims will receive dividends in the total aggregate amount of $38,600 to be distributed on a pro-rata basis through three lump sum payments. The Debtor estimates that the total amount of Class 11 Claims, including the deficiency claims of secured creditors, will be approximately $5,723,415. Class 11 is impaired, and will be paid as follows: (i) a first payment in the amount of $5,000 on the Effective Date; (ii) a second payment in the amount of $23,600 two years after the Effective Date; and (iii) a third and final payment in the amount of $10,000 four years after the Effective Date. The Plan is to be funded by the $96,526 that THE Debtor will receive from amounts consigned in the Superior Court of San Juan as per the stipulation with Banco Popular, the sale of two real estate properties owned by Debtor within two years from the Effective Date, and Debtor's current rental income. The Disclosure Statement is available at: http://bankrupt.com/misc/prb14-06368-283.pdf About Roberto Sebelen Medina Roberto Sebelen Medina and Betsie Marie Corujo Martinez filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case No. 14-06368). The case is assigned to Judge Brian K. Tester. RYCKMAN CREEK: Court to Take Up Exit Plan on August 30 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware is set to hold a hearing on August 30, 2016, at 1:30 p.m., to consider approval of the Chapter 11 plan of reorganization of Ryckman Creek Resources, LLC. Voting creditors are required to file their ballots no later than August 22, which is also the last day for filing objections to the plan. Ryckman's latest plan proposes to reorganize the company and its affiliates through the cancellation of common and preferred equity interests; the restructuring or conversion into equity of certain secured debt; and the provision to unsecured creditors of unencumbered assets, contingent value rights or value sharing rights. Under the plan, Class 5 general unsecured claims are classified into three types: (i) post-reconstruction general unsecured claims, (ii) pre-reconstruction general unsecured claims, and (iii) convenience claims. Holders of post-reconstruction general unsecured claims will get 19.9% or $35.2 million of their total claims while holders of pre-reconstruction general unsecured claims will get $21.7 million. Meanwhile, holders of convenience claims will recover 20% or $5.9 million of their claims. Distributions under the plan and the reorganized companies' operations will be funded through an exit facility of not less than $35 million to be provided to the reorganized companies on the effective date of the plan, according to the disclosure statement detailing the plan. A copy of Ryckman's latest disclosure statement is available for free at http://bankrupt.com/misc/RyckmanCreek_2ndamendedDS07152016.pdf About Ryckman Creek Resources Formed on Sept. 8, 2009, Ryckman Creek Resources, LLC, is engaged in the acquisition, development, marketing, and operation of a Natural gas storage facility known as the Ryckman Creek Facility. The Ryckman Creek Facility is a depleted crude oil and natural gas reservoir located in Uinta County, Wyoming. The Company began development of the reservoir into a natural gas storage facility in 2011. The Ryckman Creek Facility began commercial operations in late 2012 and received injections of customer gas and gas purchased by the Company. The Debtors have approximately 35 employees. Ryckman Creek Resources, LLC, Ryckman Creek Resources Holdings LLC, Peregrine Rocky Mountains LLC and Peregrine Midstream Partners LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10292 to 16-10295) on Feb. 2, 2016. The petitions were signed by Robert Foss as chief executive officer. Kevin J. Carey has been assigned the case. The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP as counsel, AP Services, LLC, as management provider, Evercore Group LLC as investment banker, and Kurtzman Carson Consultants LLC as claims and noticing agent. On April 11, 2016, Ryckman Creek Resources, LLC, disclosed total assets of more than $205 million and total debts of more than $391.2 million. Judge Stuart M. Bernstein presides over the Chapter 15 case. RYCKMAN CREEK: Disclosure Statement Approval Hearing Today ---------------------------------------------------------- Ryckman Creek Resources, LLC and its debtor-affiliates on Aug. 2 filed with the U.S. Bankruptcy Court for the District of Delaware their Second Amended Joint Chapter 11 Plan of Reorganization and Third Amended Disclosure Statement With Respect to the Second Amended Joint Chapter 11 Plan. The hearing to consider adequacy of the Disclosure Statement is scheduled for August 4, 2016, at 10:00 a.m. (Eastern). The Debtors propose to set a solicitation mailing deadline of August 8, 2016, subject to the Court's entry of an order approving the adequacy of the disclosure statement and solicitation procedures following the Disclosure Statement Hearing. The Debtors propose that the Confirmation Objection Deadline be set for September 1, 2016. The hearing to consider confirmation of the Plan is currently scheduled for September 7, 2016 at 11:00 a.m. (Eastern). The Debtors on July 15, 2016, filed a Second Amended Disclosure Statement With Respect To The First Amended Joint Chapter 11 Plan. The Plan provides for these key terms and mechanics: (A) Exit Facility: On the Effective Date, the DIP Facility shall be converted into, and the Reorganized Debtors, as borrowers, will enter into, the Exit Facility, the final form and substance of which shall be acceptable to the Reorganized Debtors. Confirmation of the Plan shall be deemed approval of the Exit Facility and authorization for the Reorganized Debtors to enter into and execute the Exit Facility and such other documents as the Exit Lenders may reasonably require to effectuate the treatment afforded to such lenders pursuant to the Exit Facility, subject to such modifications as the Reorganized Debtors may deem to be reasonably necessary to consummate such Exit Facility. (B) Issuance of the New Notes: On or after the Effective Date, the Reorganized Debtors shall issue: -- the Prepetition Credit Agreement New Notes (including the Class 5-A New Notes), which (i) shall be secured by a Lien on substantially all of the assets of the Reorganized Debtors, which Lien will be junior in priority to the Lien securing the Exit Facility and, to the extent applicable, the Lien securing the Statutory New Notes; (ii) shall have the various tranches and terms set forth in the Plan and the Plan Supplement; (iii) shall be subject to the New AAL; (iv) shall be subject to an unlimited guaranty by Reorganized Holdings that is secured by a Lien on all assets of Reorganized Holdings; and (v) shall contain the performance covenants set forth on Exhibit 1 of the Plan. -- to the extent any Holder of an Allowed Statutory Lien Claim so elects, the Statutory Lien New Notes, which (i) shall be secured by a Lien and security interest in the same assets of the Reorganized Debtors as secured the Allowed Class 1-B Statutory Lien Claim, junior to the Lien in favor or the Exit Facility and senior to the Liens in favor of the Prepetition Credit Agreement New Notes; (ii) shall bear interest at 3% payable in kind; and (iii) shall have a maturity date of six years after the Effective Date. (C) Issuance of the New Holdings Equity: On the Effective Date, Reorganized Holdings shall authorize and issue New Holdings Equity, which shall include the New Common Units and the New Preferred Units to be issued to the Prepetition Lenders in accordance with the Plan (including the Plan Supplement), and Reorganized Ryckman shall authorize and issue the New Ryckman Common Units to Reorganized Holdings. (D) Recoveries to General Unsecured Creditors: -- Issuance of Class 5-A Value Sharing Rights. The Reorganized Debtors shall issue to the General Unsecured Creditors (including any Holders of Statutory Lien Claims who elect to be treated as Class 5-A General Unsecured Creditors, but excluding any Holders who elect Convenience Claim treatment) certain Class 5-A Value Sharing Rights, which shall enable the holders thereof to receive a percentage of the amounts distributed by the Reorganized Debtors to the Prepetition Lenders under the Plan, subject to the terms and conditions set forth in the Plan and the Plan Supplement. -- The Tranche B Lender Consideration. In addition, the Reorganized Debtors shall provide to the General Unsecured Creditors (including any Holders of Statutory Lien Claims who elect to be treated as Class 5-A General Unsecured Creditors, but excluding any Holders who elect Convenience Claim treatment) a portion of the Prepetition Credit Agreement New Notes, the New Series B Preferred Units, and the Tranche B Completion Loan Upfront Fee which would otherwise have been received and retained by Bear River, in its capacity as Tranche B Completion Loan Lender. -- Convenience Claim Excess Balance. Finally, the Reorganized Debtors shall provide to the General Unsecured Creditors (including any Holders of Statutory Lien Claims who elect to be treated as Class 5-A General Unsecured Creditors, but excluding any Holders who elect Convenience Claim treatment) any remaining balance from the Convenience Claim Pool not used for distributions to Holders of Allowed Convenience Claims. -- The Creditor Trust. The consideration described shall be held in trust by the Creditor Trust on behalf of Holders of General Unsecured Claims and shall be distributed by the Creditor Trust to Holders of General Unsecured Claims in accordance with the Plan. (E) Payment of Convenience Claims: -- Convenience Claims. Holders of Unsecured Claims with an Allowed amount of $1 million or less shall be entitled to receive Cash equal to up to 20% of such Claims. Holders of such Claims may also elect out of such treatment and instead receive the treatment provided to Holders of General Unsecured Claims. In addition, Holders of General Unsecured Claims with an Allowed amount in excess of $1,000,000 may elect to reduce their Claims to $1,000,000 and receive Cash equal to up to 20% of such reduced Claims. Finally, Holders of Statutory Lien Claims may elect to be treated as General Unsecured Convenience Claims, reducing the Allowed amount of Claims in excess of $1,000,000 to $1,000,000 and receiving Cash equal to up to 20% of such Claims. -- Convenience Claim Pool. There shall be total aggregate pool available from the Exit Facility for distributions to Holders of Allowed Convenience Claims of $1,400,000. If, after accounting for all parties' elections, distributions of 20% to Holders of Allowed Convenience Claims would cause total distributions to exceed the Convenience Claim Pool, then recoveries to parties shall be reduced proportionately. If, however, the proportionate reduction would cause recoveries to fall below 17.5%, the elections of Holders of General Unsecured Claims and Statutory Lien Claims shall be disregarded from largest Allowed amount to smallest Allowed amount. (F) Cancellation of Prepetition Credit Agreement: On the Effective Date, except to the extent otherwise provided in the Plan, all notes, instruments, certificates, and other documents evidencing or creating any indebtedness or obligation of or ownership in the Debtors, shall be cancelled, including, but not limited to (i) all notes, instruments, certificates, and other documents evidencing the Credit Facilities; (ii) the Old AAL; (iii) the Old Disbursement Agreement; and (iv) Interests, and the obligations in any way related thereto (including the foregoing items (i), (ii), (iii), and (iv)). The Reorganized Debtors' capital structure at emergence will consist of: Debt Exit Facility Up to $35 million Senior New Notes $78.5 million Junior New Notes/Hybrid Notes $95.1 million Statutory Lien New Notes $0-$500,000 Value Sharing Rights Class 5-A Value Sharing Rights Between $6.7 million and $17 million Equity New Holdings Equity Between -$90.9 million and $49.2 million Following consummation of the Plan, the Debtors' balance sheet will be deleveraged by more than $250 million. At emergence, the Debtors anticipate that they will have liquidity of approximately $4.8 million due to a combination of Cash on hand and availability under the Exit Facility. A copy of the Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/deb16-10292-0530.pdf About Ryckman Creek Resources Formed on Sept. 8, 2009, Ryckman Creek Resources, LLC, is engaged in the acquisition, development, marketing, and operation of a Natural gas storage facility known as the Ryckman Creek Facility. The Ryckman Creek Facility is a depleted crude oil and natural gas reservoir located in Uinta County, Wyoming. The Company began development of the reservoir into a natural gas storage facility in 2011. The Ryckman Creek Facility began commercial operations in late 2012 and received injections of customer gas and gas purchased by the Company. The Debtors have approximately 35 employees. Ryckman Creek Resources, LLC, Ryckman Creek Resources Holdings LLC, Peregrine Rocky Mountains LLC and Peregrine Midstream Partners LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10292 to 16-10295) on Feb. 2, 2016. The petitions were signed by Robert Foss as chief executive officer. Kevin J. Carey has been assigned the case. The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP as counsel, AP Services, LLC, as management provider, Evercore Group LLC as investment banker, and Kurtzman Carson Consultants LLC as claims and noticing agent. On April 11, 2016, Ryckman Creek Resources, LLC, disclosed total assets of more than $205 million and total debts of more than $391.2 million. Judge Stuart M. Bernstein presides over the Chapter 15 case. On February 12, 2016, the Office of the United States Trustee appointed an Official Committee of Unsecured Creditors. Counsel for the Committee are: GREENBERG TRAURIG, LLP Dennis A. Meloro, Esq. 1007 North Orange Street, Suite 1200 Wilmington, DE 19801 Telephone: (302) 661-7000 Facsimile: (302) 661-7360 E-mail: MeloroD@gtlaw.com - and - David B. Kurzweil, Esq. Terminus 200 3333 Piedmont Road, NE, Suite 2500 Atlanta, GA 30305 Telephone: 678-553-2100 Facsimile: 678-553-2269 E-mail: KurzweilD@gtlaw.com - and - Shari L. Heyen, Esq. 1000 Louisiana, Suite 1700 Houston, TX 77002 Telephone: 713-374-3564 Facsimile: 713-374-3505 E-mail: HeyenS@gtlaw.com The Committee retained Alvarez & Marsal, LLC, as financial advisors. SAN BERNARDINO, CA: Bankruptcy End in Sight After Four Years ------------------------------------------------------------ The American Bankruptcy Institute, citing Ryan Hagen of The Sun, reported that San Bernardino, one of the nation's longest municipal bankruptcies begins its fifth year on August 1 and it's probably its last, officials say. The report related that San Bernardino filed for bankruptcy protection Aug. 1, 2012, swamped by a deficit of more than $45 million -- equivalent to 40 percent of the $112 million in revenues the city expects this year -- and fearing it wouldn't be able to make payroll unless a bankruptcy judge stopped creditors from collecting their debts. The report further related that protection isn't cheap: From 2012 until May 2016, the city spent $18.8 million on bankruptcy-related expenses -- attorneys and consultants -- according to one of those consultants, Teri Cable of Management Partners. "The estimate for the current fiscal year, from July 2015 through May 2016, was $6.2 million," the report cited Cable as saying, "which identifies that a lot of the work has been done in this last year and there's been an awful lot of progress made on that." As a mark of the length of the bankruptcy, voters have replaced most of the city's elected officials -- the mayor, the city attorney, four of the seven City Council members -- since the bankruptcy filing, and newcomers fill the top unelected positions as well, the report said. About San Bernardino San Bernardino, California, filed an emergency petition for municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012. San Bernardino, a city of about 210,000 residents roughly 65 miles (104 km) east of Los Angeles, estimated assets and debt of more than $1 billion in the bare-bones bankruptcy petition. The city council voted on July 10, 2012, to file for bankruptcy. The move lets San Bernardino bypass state-required mediation with creditors and proceed directly to U.S. Bankruptcy Court. The city is represented that Paul R. Glassman, Esq., at Stradling Yocca Carlson & Rauth. San Bernardino joined two other California cities in bankruptcy: Stockton, an agricultural center of 292,000 east of San Francisco, and Mammoth Lakes, a mountain resort town of 8,200 south of Yosemite National Park. The City was granted Chapter 9 protection on Aug. 28, 2013. The City filed on May 14, 2015, a Plan to exit court protection. The Plan proposes to some bondholders a penny on the dollar but maintains pension benefits for retired city workers. The Plan proposes to make full payments into the pension fund run by California Public Employees' Retirement System. * * * The Troubled Company Reporter, on Oct. 28, 2015, reported that the hearing on the disclosure statement with respect to the Plan for the Adjustment of Debts of the City of San Bernardino, California, has been continued to Dec. 23, 2015, at 1:30 p.m. SBA COMMUNICATIONS: Moody's Rates $800MM 8-Yr. Sr. Notes B3 ----------------------------------------------------------- Moody's Investors Service assigned a B3 rating to SBA Communications Corporation's proposed $800 million senior unsecured eight-year notes. Net proceeds will be used to prepay the existing $800 million 5.75% senior notes maturing July 2020, issued by SBA Telecommunications LLC, a wholly-owned operating subsidiary. The rating outlook is stable. Issuer: SBA Communications Corporation Rating Assigned: $800 Million Senior Unsecured Notes due 2024 -- B3 (LGD-5) LGD Adjusted: Existing Senior Unsecured Regular Bond/Debenture, Adjusted to (LGD-5) from (LGD-6) The assigned rating is subject to review of final documentation and no material change in the size, terms and conditions of the transaction as advised to Moody's. Moody's will withdraw the B3 rating on the 5.75% notes upon repayment. RATINGS RATIONALE SBAC's B1 Corporate Family Rating (CFR) reflects the company's high Moody's adjusted financial leverage of 8.3x total debt to EBITDA (as of June 30, 2016, pro forma for the $700 million Secured Tower Revenue Securities, Series 2016-1C issued in July to prepay the $550 million Secured Tower Revenue Securities, Series 2010-2C). The B1 rating also considers SBAC's scale as well as the stability of much of its revenue base and cash flow generation, which is derived predominantly from its contractual relationships with the largest wireless operators in the US and the high barriers to entry for macro cell towers. Moody's believes strong growth in cellular data traffic will favorably support wireless tower sector fundamentals over the next several years. This should lead to SBAC's continued EBITDA expansion, adjusted leverage in the low-8x area and free cash flow relative to debt in the 5-6% range by year end 2016. With nearly 20% of revenue derived from Sprint Corporation (B3 negative), SBAC has exposure to the carrier's iDEN towers, which it began decommissioning in 2015 and will end in 2018. As a result, organic revenue growth this year has been impacted by iDEN revenue losses and higher-than-average normal churn given that domestic leasing revenue from the big four US wireless carriers has been skewed toward amendments (i.e., carriers augmenting their cell site equipment) rather than new leasing activity (i.e., adding new tenants to sites). The B1 rating embeds the risk of lower lease demand as a result of technology network shifts or the emergence of substitute technologies, customer concentration and the possibility of higher churn from further carrier consolidation in the US. These risks are offset over the near-term by the firm contracts with embedded annual escalators in the range of 3-4% per annum that SBAC has with the largest wireless carriers and by increasing revenue from the next upgrade cycle expected to begin late 2017/early 2018 and MLA amendment fees as carriers install new cell site equipment and upgrade existing apparatus to expand coverage and densify their 4G/LTE wireless networks across new license areas acquired in last year's AWS-3 spectrum auction as well as the 600-Megahertz spectrum Broadcast Incentive Auction currently underway. Moody's expects the Oi bankruptcy to have negligible impact on SBAC's EBITDA and cash flows. Since the Oi filing, we believe Oi has made and will continue to make rental payments to SBAC under its contractual rental agreements. SBAC recorded a $16.5 million one-time bad debt reserve related to pre-petition receivable amounts owed or potentially owed by Oi as of the filing date. Oi represents about 7% of SBAC's total revenue. Rating Outlook The rating outlook is stable, reflecting SBAC's good operating performance, visible revenue growth from a significant backlog of contractual rents and increasing wireless carrier demand. The stable outlook also reflects our expectations for a return to EBITDA and cash flow expansion in the second half of 2016 that will support improvement in the credit profile and leverage metrics over the rating horizon What Could Change the Rating -- Up Ratings could be considered for an upgrade if SBAC demonstrates EBITDA expansion and delivers the following Moody's adjusted key credit metrics on a sustained basis: total debt to EBITDA below 8x, (EBITDA-Capex) interest coverage greater than 2.25x and free cash flow to debt greater than 4.5%. What Could Change the Rating -- Down Ratings could be downgraded if weakening industry fundamentals or SBAC's aggressive expansion plans are expected to result in the following Moody's adjusted key credit metrics on a sustained basis: total debt to EBITDA above 9x, (EBITDA-Capex) interest coverage in the 1x range and free cash flow to debt in the low single digits. The principal methodology used in this rating was Business and Consumer Service Industry published in December 2014. Headquartered in Boca Raton, Florida, SBA Communications Corporation, through its wholly-owned operating subsidiaries, is the third largest independent operator of wireless tower assets in the US. The majority of revenue is derived from leasing space on its 25,670 communications sites in the US and its territories and internationally to wireless service providers, with the remaining revenue derived from its site development business, which provides network services relating to sites or wireless infrastructure for customers. Revenue totaled $1.62 billion for the twelve months ended June 30, 2016. SEVENTY SEVEN: Completes Restructuring, Exits Chapter 11 -------------------------------------------------------- Seventy Seven Energy Inc. on Aug. 1, 2016, disclosed that it has successfully completed its prepackaged restructuring and recapitalization and emerged from Chapter 11 bankruptcy protection. The Company, whose Chapter 11 plan of reorganization was confirmed by the United States Bankruptcy Court for the District of Delaware on July 14, 2016, completed the process in less than two months. The Company's execution of the balance sheet restructuring resulted in a conversion of approximately $1.1 billion of pre-petition debt into equity. As previously announced, the Company was able to complete the restructuring with no disruption to its employees, customers, suppliers and operations. "The rapid completion of the bankruptcy process and today's emergence from Chapter 11 represent the final step forward in our financial restructuring," Chief Executive Officer Jerry Winchester said. "I would like to thank all of our employees, customers, vendors and other stakeholders for their dedication and support through this process. We look forward to continuing these relationships for years to come." Jerry Winchester continued, "We will now be able to focus completely on maximizing our operational strengths and assets to grow our business as the market recovers. We are very enthusiastic about the future of the Company." The Company anticipates that its common stock will be traded over the counter pending listing on a major exchange at some point in the future. The Company has set up a toll-free information line to answer stakeholder questions. The information line can be accessed by calling 844-224-1136 (internationally 1-917-962-8386). Additional information about the restructuring and debt agreements will be provided in an 8-K, which can be viewed on the Company's website or the Securities and Exchange Commission's ("SEC") website at www.sec.gov The Company has also posted information and bios regarding the Company's new Board of Directors on its website at www.77NRG.com About Seventy Seven Energy Headquartered in Oklahoma City, Seventy Seven Energy Inc. (SSE) -- http://www.77nrg.com/-- provides wellsite services and equipment to U.S. land-based exploration and production customers. SSE's services include drilling, hydraulic fracturing and oilfield rentals and its operations are geographically diversified across many of the most active oil and natural gas plays in the onshore U.S., including the Anadarko and Permian basins and the Eagle Ford, Haynesville, Marcellus, Niobrara and Utica shales. Each of Seventy Seven Finance Inc., Seventy Seven Energy Inc., Seventy Seven Operating LLC, Great Plains Oilfield Rental, L.L.C., Seventy Seven Land Company LLC, Nomac Drilling, L.L.C., Performance Technologies, L.L.C., PTL Prop Solutions, L.L.C., SSE Leasing LLC, Keystone Rock & Excavation, L.L.C. and Western Wisconsin Sand Company, LLC filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 16-11409 to 16-11419, respectively) on June 7, 2016. The Debtors listed total assets of $1.77 billion and total liabilities of $1.72 billion. The Debtors have engaged Baker Botts LLP as general bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Lazard Freres & Co. LLC as investment banker; Alvarez & Marsal as restructuring advisor; and Prime Clerk LLC as notice, claims and balloting agent. Judge Laurie Selber Silverstein is assigned to the cases. SEVENTY SEVEN: Emerges from Chapter 11 Bankruptcy ------------------------------------------------- Seventy Seven Energy Inc. on Aug. 1, 2016, said it has successfully completed its prepackaged restructuring and recapitalization and emerged from Chapter 11 bankruptcy protection. The Company, whose Chapter 11 plan of reorganization was confirmed by the United States Bankruptcy Court for the District of Delaware on July 14, 2016, completed the process in less than two months. The Company's execution of the balance sheet restructuring resulted in a conversion of approximately $1.1 billion of pre-petition debt into equity. As previously announced, the Company was able to complete the restructuring with no disruption to its employees, customers, suppliers and operations. "The rapid completion of the bankruptcy process and today's emergence from Chapter 11 represent the final step forward in our financial restructuring," Chief Executive Officer Jerry Winchester said. "I would like to thank all of our employees, customers, vendors and other stakeholders for their dedication and support through this process. We look forward to continuing these relationships for years to come." Jerry Winchester continued, "We will now be able to focus completely on maximizing our operational strengths and assets to grow our business as the market recovers. We are very enthusiastic about the future of the Company." The Company anticipates that its common stock will be traded over the counter pending listing on a major exchange at some point in the future. The Company has set up a toll-free information line to answer stakeholder questions. The information line can be accessed by calling 844-224-1136 (internationally 1-917-962-8386). Additional information about the restructuring and debt agreements will be provided in an 8-K, which can be viewed on the Company's Web site or the Securities and Exchange Commission's Web site at http://www.sec.gov/ The Company has also posted information and bios regarding the Company's new Board of Directors on its website at http://www.77NRG.com/ About Seventy Seven Energy Headquartered in Oklahoma City, Seventy Seven Energy Inc. (SSE) -- http://www.77nrg.com/-- provides wellsite services and equipment to U.S. land-based exploration and production customers. SSE's services include drilling, hydraulic fracturing and oilfield rentals and its operations are geographically diversified across many of the most active oil and natural gas plays in the onshore U.S., including the Anadarko and Permian basins and the Eagle Ford, Haynesville, Marcellus, Niobrara and Utica shales. Each of Seventy Seven Finance Inc., Seventy Seven Energy Inc., Seventy Seven Operating LLC, Great Plains Oilfield Rental, L.L.C., Seventy Seven Land Company LLC, Nomac Drilling, L.L.C., Performance Technologies, L.L.C., PTL Prop Solutions, L.L.C., SSE Leasing LLC, Keystone Rock & Excavation, L.L.C. and Western Wisconsin Sand Company, LLC filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 16-11409 to 16-11419, respectively) on June 7, 2016. The Debtors listed total assets of $1.77 billion and total liabilities of $1.72 billion. The Debtors have engaged Baker Botts LLP as general bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Lazard Freres & Co. LLC as investment banker; Alvarez & Marsal as restructuring advisor; and Prime Clerk LLC as notice, claims and balloting agent. Judge Laurie Selber Silverstein is assigned to the cases. SEVENTY SEVEN: Prepackaged Plan Declared Effective -------------------------------------------------- BankruptcyData.com reported that Seventy Seven Energy's Joint Prepackaged Chapter 11 Plan of Reorganization became effective, and the Company emerged from Chapter 11 protection. The Court confirmed the Plan on July 14, 2016. According to a corporate release, this balance sheet restructuring has resulted in the conversion of approximately $1.1 billion of pre-petition debt into equity. Jerry Winchester, Seventy Seven Energy's chief executive officer, states "We will now be able to focus completely on maximizing our operational strengths and assets to grow our business as the market recovers. We are very enthusiastic about the future of the Company." According to documents filed with the Court, "The key components of the Plan are as follows: Holders of Allowed General Unsecured Claims will not be affected by the filing of the Chapter 11 Cases and, subject to Bankruptcy Court approval, are anticipated to be paid in full in the ordinary course of business. Holders of Allowed Term Loan Claims will receive (i) their Pro Rata share of the Term Loan Payment; and (ii) continue to hold their Pro Rata share of Term Loans under the Term Loan Credit Agreement. Holders of Allowed Incremental Term Loan Claims will receive their Pro Rata share of (i) the Incremental Term Loan Payment, and (ii) $15 million of the outstanding Incremental Term Loan balance. Holders of Allowed OpCo Notes Claims will receive their Pro Rata share of 96.75%, or if Class 13 (HoldCo Notes Claims) does not vote to accept the Plan, 98.67%, on a fully diluted basis (subject only to the New Warrants and any securities issued under the Management Incentive Plan) of the New HoldCo Common Shares outstanding as of the Effective Date. Holders of Allowed HoldCo Notes Claims will receive their Pro Rata share of 3.25% on a fully diluted basis (subject only to the New Warrants and any securities issued under the Management Incentive Plan) of the New HoldCo Common Shares outstanding as of the Effective Date plus warrants exercisable 15% of the New HoldCo Common Shares at a share price based on a total equity value of $524 million, or if Class 13 HoldCo Notes Claims does not vote to accept the Plan, 1.33% on a fully diluted basis (subject only to the New Warrants and any securities issued under the Management Incentive Plan) of the New HoldCo Common Shares outstanding as of the Effective Date. Existing HoldCo Interests shall be cancelled and discharged and shall be of no further force or effect." The Company anticipates that its common stock will be traded over the counter pending listing on a major exchange at some point in the future. About Seventy Seven Energy Headquartered in Oklahoma City, Seventy Seven Energy Inc. (SSE) -- http://www.77nrg.com/-- provides wellsite services and equipment to U.S. land-based exploration and production customers. SSE's services include drilling, hydraulic fracturing and oilfield rentals and its operations are geographically diversified across many of the most active oil and natural gas plays in the onshore U.S., including the Anadarko and Permian basins and the Eagle Ford, Haynesville, Marcellus, Niobrara and Utica shales. Each of Seventy Seven Finance Inc., Seventy Seven Energy Inc., Seventy Seven Operating LLC, Great Plains Oilfield Rental, L.L.C., Seventy Seven Land Company LLC, Nomac Drilling, L.L.C., Performance Technologies, L.L.C., PTL Prop Solutions, L.L.C., SSE Leasing LLC, Keystone Rock & Excavation, L.L.C. and Western Wisconsin Sand Company, LLC filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 16-11409 to 16-11419, respectively) on June 7, 2016. The Debtors listed total assets of $1.77 billion and total liabilities of $1.72 billion. The Debtors have engaged Baker Botts LLP as general bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Lazard Freres & Co. LLC as investment banker; Alvarez & Marsal as restructuring advisor; and Prime Clerk LLC as notice, claims and balloting agent. Judge Laurie Selber Silverstein is assigned to the cases. SPORTS AUTHORITY: Judge Rejects Bonus Package for Top Executives ---------------------------------------------------------------- Peg Brickley, writing for The Wall Street Journal Pro Bankruptcy, reported that a bankruptcy judge nixed a multimillion-dollar bonus package for four top executives of Sports Authority, the athletic gear retailer that shut its doors for good over the weekend. "Quite frankly, I'm not surprised the employees are sending angry emails," the report cited Judge Mary Walrath as saying at a hearing on Aug. 2, where she rejected the proposal to pay up to $2.85 million in bonuses to four leaders left at the top of the crumbling company. "I think it's just inappropriate to pay senior executives bonuses when all the employees are losing their jobs," the report further cited the judge as saying. According to the report, the decision barring the bonuses was a victory for U.S. Trustee Andrew Vara, an officer of the Justice Department who oversees the U.S. Bankruptcy Court in Wilmington, Del., where Sports Authority filed for chapter 11 bankruptcy protection in March. The bankruptcy-court watchdog said the proposal to hand senior executives bonuses didn't meet the legal standard for incentive pay in bankruptcy, the report related. Hannah McCollum, lawyer for Mr. Vara, called the arguments that the bonuses were incentives "profoundly disturbing," especially given the late stage of Sports Authority's bankruptcy, the report further related. 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. SPRINT CORP: Moody's Affirms B3 CFR, Outlook Stable --------------------------------------------------- Moody's Investors Service has affirmed the B3 corporate family rating of Sprint Corporation, upgraded Sprint's speculative grade liquidity (SGL) rating to SGL-3 from SGL-4 and changed Sprint's ratings outlook to stable from negative. Moody's has also affirmed Sprint's B3-PD probability of default rating, Ba3 senior guaranteed rating, B1 junior guaranteed rating and Caa1 senior unsecured rating. The stable outlook is the result of Sprint's improved liquidity and the stabilization of wireless subscribers and service revenues over the past several quarters. Affirmations: Issuer: Clearwire Communications LLC Senior Secured Regular Bond/Debenture, Affirmed Ba3 (LGD1) Gtd Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD3) Outlook Actions: Issuer: Clearwire Communications LLC Outlook, Changed To Stable From Negative Issuer: Sprint Capital Corporation Gtd Senior Unsecured Medium-Term Note Program, Affirmed (P)Caa1 Gtd Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD5) Outlook Actions: Issuer: Sprint Capital Corporation Outlook, Changed To Stable From Negative Issuer: Sprint Communications, Inc. Gtd Revolving Credit Facility, Affirmed Ba3 (LGD2) Gtd Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD2) Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD2) Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD5) Outlook Actions: Issuer: Sprint Communications, Inc. Outlook, Changed To Stable From Negative Issuer: Sprint Corporation Probability of Default Rating, Affirmed B3-PD Corporate Family Rating, Affirmed B3 Gtd Senior Unsecured Shelf, Affirmed (P)Caa1 Gtd Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD5) Upgrades: Issuer: Sprint Corporation Speculative Grade Liquidity Rating, Upgraded to SGL-3 from SGL-4 Outlook Actions: Issuer: Sprint Corporation Outlook, Changed To Stable From Negative RATINGS RATIONALE Sprint's B3 rating reflects its high leverage of approximately 6x (Moody's adjusted) as of June 30, 2016, intense competitive challenges, our projection for negative free cash flow (excluding cash realized from securitizations) through at least 2017 and Sprint's need for additional capital to fund its network modernization and refinance upcoming sizable maturities. The rating incorporates a one notch lift due to our expectation that Sprint's parent company and majority shareholder, SoftBank Group Corp. ("SoftBank", Ba1 CFR, stable outlook) will seek to retain the viability of Sprint as a going concern. Moody's views Softbank's implicit support as the key factor in Sprint's ability to accomplish its improved liquidity profile and, as such, views these actions as supportive of the one-notch implicit support uplift to Sprint's rating. The rating also recognizes Sprint's improving operating performance in its postpaid segment, its ongoing cost reduction initiatives, and its valuable spectrum assets. The stable outlook reflects Moody's views that Sprint's liquidity position can address near term maturities and the cash needed to fund its business for the next 18 months. The outlook also reflects Sprint's improved revenue, churn and subscriber growth trend of the past three quarters. Sprint's liquidity has improved, but a large portion of its available committed borrowing capacity is short term in nature and Sprint must maintain at least 18 months of committed, general purpose liquidity to sustain the stable outlook. Over the past two to three quarters, Sprint has improved its available liquidity through a series of collateralized debt transactions and a new unsecured financing facility. As of June 30, Sprint's total committed general purpose liquidity was approximately $11 billion (including $5 billion in cash and cash equivalents) compared to $5 billion in current maturities. Sprint has also addressed a large portion of the working capital deficit associated with handset financing through securitizations and sale-leaseback transactions. Although these facilities have near term maturities and amortize rapidly, they help bridge the working capital deficit that exists as device financing penetration rises faster than customer billings. Further, Moody's expects Sprint to proactively address the February 2018 maturity of its existing, $3.3 bil. revolving credit facility and the October 2017 maturity of the recently added undrawn $2.5b unsecured guaranteed financing facility. A failure to extend the maturities of these facilities or replace them with equivalent or larger instruments or cash at least 12 months prior to their respective maturities would likely result in a negative rating action. Operationally, Sprint has also made progress by stabilizing its subscriber base and service revenues despite competitive price actions and promotional activity. Postpaid service revenues have largely stabilized, with a quarterly sequential decline of just 0.3% for the most recent quarter versus a 1.7% decline in the same quarter of fiscal 2015. This deceleration of service revenue weakness is a favorable development given the industry-wide adoption of device financing which results in a shift from service to equipment revenue or billings. Sprint's network plan continues to evolve and the company has activated the first phases of its 2.5GHz spectrum holdings. Churn has declined, which we believe is at least partly associated with improved network performance combined with the industry-wide benefit of device financing and longer device useful lives. Lastly, profitability has risen as the early benefits of Sprint's planned $2 billion to $2.5 billion in annualized cost reductions have begun to flow through the income statement. Despite all the improvements discussed above, Sprint remains in a fragile state of recovery, having stabilized the business and balance sheet but not yet transitioned to a self-funding business model. Many hurdles remain, and Sprint must continue to execute crisply while simultaneously optimizing its cost structure, aggressively deploying new network capacity and continuing to address its meaningful maturity profile. Moody's believes Sprint's business, operational and financial risk remain in line with its B3 rating. Moody's has affirmed the Ba3 senior guaranteed, B1 junior guaranteed and Caa1 unsecured ratings for Sprint's existing classes of debt, based upon on Sprint's existing capital structure and the size and priority of claims of each creditor class. However, Moody's recognizes that the notching of these ratings relative to the B3 CFR could be more volatile than the CFR itself due to Sprint's growing level of collateralized or structurally senior borrowing. In particular, the B1 rated junior guaranteed debt class is likely to be the most sensitive to changes in capital structure. Moody's estimates that Sprint has limited secured borrowing capacity under the terms which govern its existing revolving credit facility. However, absent these restrictions Sprint has more than $8 billion of secured debt capacity. Additionally, Sprint has announced plans to borrow against a portion of its spectrum assets, which could further impact the notching of existing debt. Moody's could upgrade Sprint's ratings if leverage is sustained below 5.5x and service revenues, churn and subscriber levels remain stable or improve. In addition, an upgrade would be predicated upon Sprint maintaining committed, general purpose liquidity sufficient to address at least 18 months of total cash needs, including capital expenditures and debt maturities. Lastly, Moody's would need to have visibility into Sprint's path to a self-funding business to consider an upgrade. Moody's could downgrade Sprint's ratings if leverage is sustained above 6.5x (Moody's adjusted) or if the company's liquidity is not sufficient to address 18 months of total cash needs. A downgrade could also result from a deterioration in Sprint's operating performance, which could include rising churn, weak subscriber trends or if Sprint introduces irrational price plans. Also, if Moody's believes that SoftBank's commitment to Sprint deteriorates, a rating downgrade is likely. The principal methodology used in these ratings was Global Telecommunications Industry published in December 2010. STW RESOURCES: Files for Bankruptcy Protection ---------------------------------------------- BankruptcyData.com reported that STW Resources Holding (f/k/a Woozyfly Inc. and STW Global and d/b/a STW Pipeline Maintenance & Construction) Holding filed for Chapter 11 protection with the U.S. Bankruptcy Court in the Northern District of Texas, case number 16-33121. The Company, which provides customized water reclamation services, is represented by Michael S. Mitchell of DeMarco Mitchell. Woozyfly filed for Chapter 11 protection in May 2009 and emerged in February 2010 via an agreement and plan of merger with STW Acquisition, a wholly-owned subsidiary of STW Resources. SUNEDISON INC: Wins Court Approval for Executive Bonuses -------------------------------------------------------- Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy, reported that a handful of SunEdison executives caught in a dispute with a government watchdog over their bankruptcy bonuses won a federal judge's backing on August 2. According to the report, Judge Stuart Bernstein of the U.S. Bankruptcy Court in New York overruled an objection from a U.S. Justice Department watchdog, who claimed 11 SunEdison vice presidents wield too much influence to be eligible for the programs. The judge said that because the 11 employees report to other officers and rely on policies put in place by more senior managers, they don't qualify as company insiders and their compensation isn't subject to stricter legal rules governing bankruptcy bonuses, the report related. Bankruptcy bonuses for executives and others deemed to be company insiders must be attached to hard-to-reach goals that encourage them to try to reach predetermined milestones, the Journal noted. "You really have to consider what they do," the report cited the judge as saying of the group. "They're really just executing the policies that are put in place by other people." Lawyers for the watchdog, U.S. Trustee William Harrington, said SunEdison hadn't revealed enough about the bonus program's recipients, the report said. As senior executives, they said the 11 employees should be set apart and treated differently than rank-and-file employees, 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 $16.14 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. An official committee of unsecured creditors has been appointed in the case. The committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. SUNSHINE OILSANDS: Enters Into Forbearance Agreement ---------------------------------------------------- Reference is made to the announcements of the Corporation dated August 5, 2014 (Hong Kong Time), August 8, 2014 (Hong Kong Time) and Feb. 5, 2016 (Hong Kong Time) in relation to, among other things, the offering of US$ 200 million principal amount of senior secured notes (the "Notes"). The Board of Directors (the "Board") of Sunshine Oilsands Ltd. (the "Corporation" or "Sunshine")) disclosed that the Corporation has entered into a forbearance agreement (the "Forbearance Agreement") with all of the holders (the "Noteholders") of the Notes maturing on August 1, 2016. Pursuant to the Forbearance Agreement, each of the Noteholders has agreed not to enforce its rights in respect of the Notes prior to 2:00 p.m. New York time on August 8, 2016, subject to certain restrictions, in order to provide the Corporation and the Noteholders with additional time to finalize definitive documentation effecting, among other things, entering into a term loan facility that extends the maturity date of the indebtedness owed to the Noteholders to August 1, 2017. Sunshine has been in discussions with the Noteholders in connection with the principal terms of the term loan facility and all parties have reached a general understanding on the anticipated main terms of the term loan facility. These terms are expected to include the following: (a) extending the maturity date of the indebtedness pursuant to the Notes to August 1, 2017; (b) converting the Notes into a term loan facility; (c) paying down US$25.0 million of the principal amount of the US$200 million principal indebtedness on February 1, 2017; (d) an interest rate of 10% cash plus 2.5% payment-in-kind ("PIK") through to the new maturity date; (e) making an interest payment effective as of August 1, 2016 and a payment of the yield maintenance premium for the Notes by September 15, 2016; (f) interest payments under the term loan will be payable on February 1, 2017 and August 1, 2017; (g) covenants relating to minimum liquidity to be held by the Corporation for specified periods until the new maturity date; (h) board of director observation rights for certain significant Noteholders; (i) term loan agreement style reporting obligations; (j) use of proceeds restrictions for the proceeds of any asset sales completed by the Corporation prior to the new maturity date; and (k) budget approval rights; and (l) satisfaction with the Corporation's vendor payment arrangements and amounts. It is also anticipated that Corporation will no longer be restricted from raising debt capital that is junior to the term loan provided that: (a) no principal repayments may be made on such indebtedness until the principal amount of the term loan is fully repaid in cash; (b) any such indebtedness is subordinated in right of payment to the term loan pursuant to a subordination agreement; and (c) any such indebtedness may only accrue PIK interest. The Board believes the above described terms are in the best interests of the Corporation and its shareholders as a whole as the new term loan facility will provide the Corporation with additional time to repay or refinance the outstanding indebtedness owed to the Noteholders under the Notes. The Corporation will provide further updates to the negotiation and completion of the term loan facility as necessary. About Sunshine Oilsands Ltd. The Corporation is a Calgary based public corporation listed on the Hong Kong Stock Exchange since March 1, 2012. The Corporation is focused on the development of its significant holdings of oil sands leases in the Athabasca oil sands region. The Corporation owns interests in approximately one million acres of oil sands and petroleum and natural gas leases in the Athabasca region. The Corporation is currently focused on executing milestone undertakings in the West Ells project area. West Ells has an initial production target rate of 5,000 barrels per day. SUNWIN STEVIA: RBSM Raises Going Concern Doubt on Recurring Losses ------------------------------------------------------------------ Sunwin Stevia International, Inc., reported a net loss of $4.80 million on $9.32 million of revenues for the fiscal year ended April 30, 2016, compared with a net loss of $4.52 million on $11.43 million of revenues in 2015. RBSM LLP notes that the Company has incurred recurring losses and generated a significant accumulated deficit. These raises substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at April 30, 2016, showed $27.97 million in total assets, $10.40 million in total liabilities and stockholders' equity of $17.57 million. A copy of the Form 10-K filed with the U.S. Securities and Exchange Commission is available at http://bit.ly/2aDa7XS Shandong, China-based Sunwin Stevia International, Inc., a Nevada corporation, sells stevioside, a natural sweetener, as well as herbs used in traditional Chinese medicines and veterinary products. Substantially all of the Company's operations are located in the People's Republic of China. SYNOVUS FINANCIAL: Moody's Raises Rating on Sr. Debt to Ba1 ----------------------------------------------------------- Moody's Investors Service upgraded the ratings of Synovus Financial Corp. and its bank subsidiary, Synovus Bank. Synovus Financial Corp. was upgraded to Ba1 from Ba2 for senior unsecured debt. Synovus Bank's long-term deposit rating was upgraded to Baa1 from Baa2. Its issuer rating was upgraded to Ba1 from Ba2 and its standalone baseline credit assessment (BCA) was upgraded to baa3 from ba1. The short-term deposit rating of Prime-2 was affirmed. The bank's counterparty risk (CR) assessment was upgraded to Baa2(cr)/Prime-2(cr) from Baa3(cr)/Prime-3(cr). Issuer: Synovus Bank These ratings and assessments have been upgraded: Adjusted Baseline Credit Assessment, to baa3 from ba1 Baseline Credit Assessment, to baa3 from ba1 Counterparty Risk Assessment, to P-2(cr) from P-3(cr) Counterparty Risk Assessment, to Baa2(cr) from Baa3(cr) Issuer Rating, to Ba1 from Ba2 Senior Unsecured Deposit Rating, to Baa1 from Baa2 These ratings and assessments have been affirmed: Deposit Rating, P-2 Outlook, Changed To Stable From Positive Issuer: Synovus Financial Corp. These ratings and assessments have been upgraded: Pref. Stock Non-cumulative Preferred Stock, to Ba3 (hyb) from B1 (hyb) Subordinate Regular Bond/Debenture, to Ba1 from Ba2 Senior Unsecured Regular Bond/Debenture, to Ba1 from Ba2 Outlook, Changed To Stable From Positive RATINGS RATIONALE The upgrade reflects Moody's expectations that Synovus' financial performance will be more consistent and comparable to other US banks in its new rating peer group. This is based on Synovus' reduced commercial real estate (CRE) concentration and improved risk governance. These changes have led to improved performance, particularly in asset quality and profitability, where Synovus' metrics are similar to its peers. In addition, Synovus has grown its capital ratios and closed the gap with peers. Its improved balance sheet strength remains underpinned by its historically strong liquidity profile. Synovus has significantly reduced its CRE concentration from the peak of the recession, particularly the construction and land component, which was more than half of its CRE and a primary source of losses. At the height in 2008, CRE was more than 5 times its tangible common equity (TCE) and is now down to 3.5 times TCE as of March 31, 2016. With that said, Moody's noted that Synovus still has an outsized CRE concentration and this continues to weigh on the firm's credit profile. Regarding financial metrics as of March 31, 2016, Synovus' problem loan ratio of 1.68% is a strong ratio and just above the baa3 BCA median of 1.53%. While its net income as a percentage of tangible assets of 0.7% was above the 0.6% peer median, its Moody's TCE ratio was 10%, compared to the baa3 BCA median of 11%. As noted, it has also maintained a good liquidity position over the long-term. Regarding improved risk governance, Synovus first established its enterprise risk management program relatively late in 2008, but has continually made enhancements, resulting in a more centralized and robust risk management infrastructure. Such improvements, combined with its stronger financial profile, enhance its ability to better manage credit concentrations. WHAT COULD CHANGE THE RATING UP A reduction of the CRE concentration could lead to an upgrade provided that growth in other lending areas is conservatively underwritten. Synovus also needs to sustain its capital and profitability metrics. WHAT COULD CHANGE THE RATING DOWN A downgrade could occur if Moody's believes that Synovus' loan growth is liable to reverse the improvement in asset quality metrics or if its commercial real estate concentration increases significantly. Deterioration in core deposit funding of the loan portfolio would also be negative. TECTUM HOLDINGS: Moody's Assigns B2 CFR, Outlook Stable ------------------------------------------------------- Moody's Investors Service assigned first-time ratings to Tectum Holdings, Inc. including a Corporate Family Rating and a Probability of Default Rating at B2 and B2-PD, respectively. Tectum Holdings is a wholly-owned subsidiary of Truck Hero, Inc. (a non-operating holding company). In a related action Moody's assigned a B2 rating to Tectum Holdings' proposed senior secured credit facilities, including a $50 million revolving credit and a $525 million term loan B. The rating outlook is stable. Proceeds from the new term loan are expected to be used to refinance existing debt, fund an acquisition in the light truck and automotive aftermarket segment, and pay related fees and expenses. Ratings Assigned: Tectum Holdings, Inc. Corporate Family Rating, B2; Probability of Default, B2-PD; $50 million senior secured revolving credit facility, B2 (LGD3); $525 million senior secured term loan facility, B2 (LGD3). Outlook: Stable RATINGS RATIONALE Tectum Holdings' B2 Corporate Family Rating incorporates the company's aggressive history of acquisitions, modest revenue base, discretionary demand nature of its narrow product portfolio in a fragmented market, balanced by a modest pro forma leverage profile and strong profit margins. Tectum Holdings manufactures truck bed covers, bed liners, and caps for the pick-up truck aftermarket, and sells truck accessory products through its online retail business. Over the recent years, Tectum Holdings has grown primarily through acquisitions with pro forma revenues expected to grow almost 400% for the LTM period-ending June 30, 2016 compared to year-end 2013. Yet, the company's revenues, in the low $600 million range (inclusive of the proposed acquisition), will still be considered modest under the Global Automotive Supplier Industry Methodology. Tectum Holdings' portfolio of products are primarily light truck related, discretionary in nature, and not related to a vehicle's overall performance. As such, product demand may weaken if economic conditions deteriorate or if fuel prices increase. Pro forma for the transaction, Tectum Holdings Debt/EBITDA leverage is estimated to be about 4.7x (including Moody's standard adjustments). Tectum Holdings' acquisitions over the past several years have resulted in a well-established niche product market positions with the ability to offer a number of brands within its product portfolio, and given its aftermarket nature, have supported strong EBITA margins in the mid-teens. Tectum Holdings also has an online retail business for automotive truck accessories. The company has benefited from increasing product penetration of truck bed covers, bed liners, and caps over the recent years. The stable rating outlook reflects Moody's expectation that Tectum Holdings' recent acquisitions will materialize into debt/EBITDA below 5x over the near-term compared to pro forma debt/actual EBITDA of about 7x for year-end 2015. Tectum Holdings is expected to have an adequate liquidity profile over the near-term supported by a $50 million revolving credit facility and expected free cash flow generation. Pro forma for the transaction, Tectum Holdings is estimated to have about $17 million of cash on hand. FCF/Debt is anticipated to be in the 6-7% range over the next 12-18 months. As such, the revolving credit facility should remain unused during this time frame. The financial maintenance covenant for the senior secured credit facilities is expected to include a maximum net leverage test. Tectum Holdings ratings could be upgraded if the company is able to integrate its recent acquisitions resulting in EBITA/interest expense maintained above 3.5x and Debt/ EBITDA is sustained below 4x on a run-rate basis. Tectum Holdings ratings could be downgraded if the company is unable to integrate its recent acquisitions, or if product sales decrease from weak economic conditions, or increasing competitive pressures. A deterioration in liquidity or a financial policy focused on debt funded acquisitions or shareholder distributions rather than debt reduction could also lower the company's rating. Lower ratings could arise if EBITA/interest expense is maintained at about 2.5x, or if Debt/ EBITDA is sustained at 5x on a run-rate basis. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. Tectum Holdings, Inc. is a wholly-owned subsidiary of Truck Hero, Inc. (a non-operating holding company). The company manufactures truck bed covers, bed liners, truck caps, and sells truck accessory products through its online retail business throughout the United States and Canada. Pro forma revenues for 2015, inclusive of acquisitions to date, approximate $576 million. The company is owned by affiliates of TA Associates. TERRA TECH: Amends March 31 Quarterly Report -------------------------------------------- Terra Tech Corp. filed with the Securities and Exchange Commission its amended quarterly report on Form 10-Q/A-3 disclosing a net loss of $4.14 million on $1.55 million of revenues for the three months ended March 31, 2016, compared to a net loss of $2.15 million on $763,353 of revenues for the same period in 2015. At March 31, 2016, Terra Tech Corp. had total assets of $12.15 million, total liabilities of $4.58 million, and total stockholders' equity of $7.58 million. The Company incurred net losses for the quarter ended March 31, 2016, and has an accumulated deficit of approximately $50.1 million at March 31, 2016. The Company has not been able to generate sufficient cash from operating activities to fund its ongoing operations. There is no guarantee that the Company will be able to generate enough revenue and/or raise capital to support its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the company's 10-Q/A-3 report is available for free at: http://bit.ly/2aJuB44 Terra Tech Corp.'s business consists of hydroponic produce and cannabis products. The Newport Beach, California-based company's hydroponic produce is locally grown while its cannabis products are currently produced in its supercritical Co2 lab in California and are sold in select dispensaries throughout the state. The company plans to operate medical marijuana cultivation, production and dispensary facilities in Nevada. TIMOTHY BINKLEY: Unsecured Creditors to Get Nothing Under Plan -------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Tennessee is set to hold a hearing on August 30, 2016, at 9:00 a.m., to consider the disclosure statement detailing the Chapter 11 plan of Timothy and Penny Lewis Binkley. The hearing will take place at Courtroom One, U.S. Customs House, 701 Broadway, Nashville, Tennessee. Objections are due by August 22. The Debtors on July 19 filed a plan to exit Chapter 11 protection. Under the restructuring plan, Philip and Sarah Rainey's Class 3 general unsecured claim will be disallowed and they will get nothing under the plan. A copy of the disclosure statement is available for free at http://bankrupt.com/misc/TimothyBinkley_DS07192016.pdf The Debtors are represented by: Joseph P. Rusnak, Esq. Tune, Entrekin & White, P.C. UBS Tower, Suite 1700 315 Deaderick Street Nashville, TN 37238 (615) 244-2770 Voice (615) 244-2778 Telecopy Email: Jrusnak@tewlawfirm.com About The Binkleys Timothy D. Binkley and Penny Lewis Binkley sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 15-04144) on June 17, 2015. The case is assigned to Judge Randal S. Mashburn. TOOLING SCIENCE: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Tooling Science, Inc. About Tooling Science Tooling Science, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 16-41999) on June 30, 2016. The petition was signed by Brian Burley, president.Â The case is assigned to Judge Hon. William J Fisher. At the time of the filing, the Debtor estimated its assets at $0 to $50,000 and liabilities at $1 million to $10 million. TRIGEE FOUNDATION: Ch.11 Case Reopened to Address Malpractice Suit ------------------------------------------------------------------ Judge S. Martin Teel, Jr., of the United States Bankruptcy Court for the District of Columbia granted the motion to reopen the bankruptcy case captioned In re: TRIGEE FOUNDATION, INC., Chapter 11, Debtor, Case No. 12-00624 (Bankr. D.C.), for purposes of disposing of Adversary Proceeding No. 16-10025. The debtor had brought a malpractice action in the Superior Court of the District of Columbia, Trigee Foundation, Inc. v. Lerch, Early & Brewer, Chtd., et al., Case No. 2016 CA 001511 M, against the defendants who allegedly committed malpractice in representing the debtor in the bankruptcy case. The defendants removed the action to the bankruptcy court as related to the closed bankruptcy case, and the action was assigned Adversary Proceeding No. 16-10025. As required by the court, the defendants filed the motion to reopen the bankruptcy case in order to have the adversary proceeding addressed in a reopened case. A full-text copy of Judge Teel's July 19, 2016 memorandum decision and order is available at https://is.gd/T5d63n from Leagle.com. Trigee Foundation Inc. is represented by: Jeffrey M. Orenstein, Esq. GOREN, WOLFF & ORENSTEIN, LLC 15245 Shady Grove Road Rockville, MD 20850 Tel: (240)670-4991 Fax: (301)816-0592 Email: jorenstein@gwolaw.com -- and -- Jeffrey M. Sherman, Esq. LAW OFFICES OF JEFFREY M. SHERMAN 1600 N. Oak Street, #1826 Arlington, VA 22209 Tel: (703)855-7394 Email: jeffreymsherman@gmail.com U. S. Trustee for Region Four, U.S. Trustee, is represented by: Joseph A. Guzinski, Esq. U.S. TRUSTEE'S OFFICE 115 S. Union Street, Room 210 Alexandria, VA 22314 Tel: (703)557-7274 Fax: (703)557-7279 TRITON INT'L: S&P Assigns 'BB+' CCR, Outlook Stable --------------------------------------------------- S&P Global Ratings said it assigned its 'BB+' corporate credit rating to Purchase, N.Y.-based marine cargo container lessor Triton International Ltd. (TIL). The outlook is stable. S&P also affirmed its 'BB+' corporate credit rating on its subsidiary Triton Container International Ltd. (TCIL) and subsequently withdrew the rating because S&P will now be assessing the consolidated credit quality of TIL. At the same time, S&P affirmed its 'BBB' issue-level rating on TCIL's secured debt. In addition, S&P assigned its 'BBB-' issue-level rating to TIL subsidiary TAL International Group Inc.'s (TAL) $153 million 5.41% notes due 2024. The recovery rating on TCIL's debt is '1', reflecting S&P's expectation of very high (90%-100%) recovery in the event of a default. The recovery rating on TAL's debt is '2', reflecting S&P's expectation of substantial (70%-90%; lower end of the range) in the event of default. "The stable outlook on Triton International Ltd. reflects our expectation that, pro forma for the merger of Triton Container International Ltd. and TAL International Group Inc., the combined entity will maintain a similar credit profile to that of TCIL, despite weaker earnings due to pressure on its lease rates, lower gains on equipment sales, and expected share repurchases," said S&P Global Ratings credit analyst Betsy Snyder. While S&P do not expect to lower its ratings on TIL over the next year, S&P could do so if there is a substantial change in its financial profile due to weaker-than-expected earnings or incremental debt leverage, caused by greater-than-expected share repurchases. These events would have to cause TIL's FFO-to-debt ratio to decline to 10% or its debt-to-capital ratio to increase to over 80% for a sustained period for S&P to lower the rating. Although also unlikely, S&P could raise its rating on TIL over the next year if its revenues and earnings growth exceeded S&P's expectations, or if the company used free cash for debt reduction, leading its FFO-to-debt ratio to approach the mid-teens percent area and its debt-to-capital ratio to decline below 75%. UCI INTERNATIONAL: Creditors' Panel Hires Zolfo as Fin'l Advisor ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of UCI International, LLC, et al., seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Zolfo Cooper LLC as bankruptcy consultant and financial advisor for the Committee, nunc pro tunc to June 10, 2016. The Committee requires Zolfo Cooper to: a. monitor the Debtors' cash flow and operating performance, including: (i) comparing actual financial and operating results to plans, (ii) evaluating the adequacy of financial and operating controls, (iii) tracking the status of the Debtors'/ Debtors' professionals' progress relative to developing and implementing programs such as preparation of a business plan, identifying and disposing of non-productive assets, and other such activities, and (iv) preparing periodic presentations to the Committee summarizing findings and observations resulting from ZC's monitoring activities; b. analyze and comment on operating and cash flow projections, business plans, operating results, financial statements, other documents and information provided by the Debtors/Debtors' professionals, and other information and data pursuant to the Committee's request; c. advise the Committee concerning interfacing with the Debtors, other constituencies and their respective professionals; d. prepare for and attend meetings of the Committee; e. analyze claims and perform investigations of potential preferential transfers, fraudulent conveyances, related-party transactions and the other transactions as may be requested by the Committee; f. analyze and advise the Committee about the Debtors' proposed plan of reorganization, the underlying business plan, including the related assumptions and rationale, and the related disclosure statement; g. prepare expert reports and provide testimony, as required; and h. provide other services as requested by the Committee. Zolfo Cooper will be paid at these hourly rates: Managing Directors $810-$1,010 Professional Staff $280-$810 Support Personnel $60-$275 David Macgreevey, managing director of the firm Zolfo Cooper LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Zolfo Cooper may be reached at: David Macgreevey Zolfo Cooper LLC Grace Building 1114 Avenue of the Americas, 41st Floor New York, NY 10036 Phone: +1 212 561 4187 E-mail: dmacgreevey@zolfo.com About UCI International UCI International, LLC, headquartered in Lake Forest, IL, designs, manufactures, and distributes vehicle replacement parts, including a broad range of filtration, fuel delivery systems, and cooling systems products in the automotive, trucking, marine, mining, construction, agricultural, and industrial vehicles markets. UCI and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 16-11355) on June 1, 2016. The Debtors are represented by lawyers at Sidley Austin LLP. Alvarez & Marsal provides the company with financial advice and Moelis & Company LLC is the Debtors' investment banker. Garden City Group serves as the Debtors' Claims Agent. Wilmington Trust is the Indenture Trustee for a $400-million issue of 8.625% Senior Notes Due 2019. The United States Trustee appointed an Official Committee of Unsecured Creditors, which has retained Morrison & Foerster LLP as proposed counsel, and Cole Schotz PC as Delaware co-counsel. Zolfo Cooper LLC has been retained as bankruptcy consultant and financial advisor for the Committee. UCI INTERNATIONAL: Panel Hires Cole Schotz as Co-Counsel -------------------------------------------------------- The Official Committee of Unsecured Creditors of UCI International, LLC, et al., seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Cole Schotz PC as co-counsel for the Committee, nunc pro tunc to June 14, 2016. On June 10, 2016, the United States Trustee for the District of Delaware filed a notice of appointment of the Committee of Unsecured Creditors. On the same date, the Committee selected Morrison & Foerster LLP as proposed counsel. On June 14, the Committee selected Cole Schotz as Delaware co-counsel. The Committee requires Cole Schotz to: a. serve as Delaware bankruptcy co-counsel to the Committee; b. serve as conflicts counsel to the Committee in conflicts matters as designated by Morrison & Foerster and the Committee, with powers including but not limited to, the ability to litigate against and negotiate with entities against which Morrison & Foerster is precluded from appearing adverse; c. provide legal advice with respect to the Committee's powers, rights, duties, and obligations on the Chapter 11 Cases; d. assist and advise the Committee in its consultations with the Debtors regarding the administration of the Chapter 11 Cases; e. assist the Committee in reviewing and negotiating terms for secured creditors with respect to (i) the use of cash collateral, (ii) any sale of substantially all of the Debtors' assets, including negotiating bid procedures and proposed assets purchase agreements, and (iii) other requests for relief which would impact unsecured creditors; f. advise the Committee on the corporate aspects of the Debtors' reorganization or liquidation and the plan(s) or other means to effect reorganization or liquidation as may be proposed in connection therewith, and participation in the formulation of any such plan(s) or means of implementing reorganization or liquidation, as necessary; g. take all necessary actions to protect and preserve the estates of the Debtors for the benefit of creditors, including the investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors, the investigation of the prior operation of the Debtors' businesses and the investigation and prosecution of estate claims, causes of action, and any other matters relevant to the Chapter 11 Cases; h. prepare on behalf of the Committee all necessary motions, applications, complaints, answers, orders, reports, papers and other pleadings and filings in connection with the Committee's duties in the Chapter 11 Cases; i. advise and represent the Committee in hearings and other judicial proceedings in connection with all necessary motions, applications, objections and other pleadings, and otherwise protecting the interest of those represented by the Committee; and j. perform all other necessary legal services as may be required and authorized by the Committee that are in the best interest of general unsecured creditors. Cole Schotz will be paid at these hourly rates: Norman L. Pernick, member $840 Daniel F.X. Geoghan, member $550 Patrick J. Reilley, member $510 Rebecca W. Hollander, associate $210 Pauline Z. Ratkowiak, paralegal $260 Members $395-$850 Special Counsel $385-$480 Associates $195-$420 Paralegals $165-$270 Cole Schotz will also be reimbursed for reasonable out-of-pocket expenses incurred. Norman L. Pernick, member of the law firm of Cole Schotz PC, 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 following is provided in response to the request for additional information set forth in D1 of the U.S. Trustee's Appendix B Guidelines: -- Cole Schotz professionals working on this matter will bill at the Firm's standard hourly rates -- Cole Schotz did no represent the Committee during the 12 months preceding the filing of the Chapter 11 Cases -- Client has approved the prospective budget and staffing plan for the period from June 14, 2016 through September 30, 2016. Cole Schotz can be reached at: Norman L. Pernick, Esq. Patrick J. Reilley Cole Schotz PC 500 Delaware Arena, Suite 1410 Wilmington, DE 19801 Telephone: (302)651-3131 Facsimile: (302)652-3117 E-mail: npernick@coleschotz.com preilley@cpleschotz.com About UCI International UCI International, LLC, headquartered in Lake Forest, IL, designs, manufactures, and distributes vehicle replacement parts, including a broad range of filtration, fuel delivery systems, and cooling systems products in the automotive, trucking, marine, mining, construction, agricultural, and industrial vehicles markets. UCI and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 16-11355) on June 1, 2016. The Debtors are represented by lawyers at Sidley Austin LLP. Alvarez & Marsal provides the company with financial advice and Moelis & Company LLC is the Debtors' investment banker. Garden City Group serves as the Debtors' Claims Agent. Wilmington Trust is the Indenture Trustee for a $400-million issue of 8.625% Senior Notes Due 2019. The United States Trustee appointed an Official Committee of Unsecured Creditors, which has retained Morrison & Foerster LLP as proposed counsel, and Cole Schotz PC as Delaware co-counsel. Zolfo Cooper LLC has been retained as bankruptcy consultant and financial advisor for the Committee. UCI INTERNATIONAL: Panel Hires Morrison & Foerster as Counsel ------------------------------------------------------------- The Official Committee of Unsecured Creditors of UCI International, LLC, et al., seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Morrison & Foerster LLP as counsel for the Committee, nunc pro tunc to June 10, 2016. The Committee requires Morrison & Foerster to: a. advise the Committee in connection with its powers and duties under the Bankruptcy Code, the Bankruptcy Rules and the Local Rules; b. assist and advise the Committee in its consultation with the Debtors relative to the administration of these cases; c. attend meetings and negotiate with the representatives of the Debtors and other parties in interest; d. assist and advise the Committee in its examination and analysis of the conduct of the Debtors' affairs; e. assist and advise the Committee in connection with any sale of the Debtors' assets pursuant to section 363 of the Bankruptcy Code; f. assist the Committee in the review, analysis and negotiation of any chapter 11 plan(s) of reorganization or liquidation that may be filed, and assist the Committee in the review, analysis and negotiation of the disclosure statement accompanying any such plan(s); g. take all necessary action to protect and preserve the interests of the Committee, including (i) possible prosecution of actions on its behalf; (ii) if appropriate, negotiations concerning all litigation in which the Debtors are involved; and (iii) if appropriate, review and analysis of claims filed against the Debtors' estates; h. generally prepare on behalf of the Committee all necessary motions, applications, answers, orders, reports and papers in support of positions taken by the Committee; i. appear, as appropriate, before this Court, the appellate courts, and the United States Trustee, and protect the interests of the Committee before those courts and before the United States Trustee; and j. perform all other necessary legal services in these cases. Morrison & Foerster will be paid at these hourly rates: Jonathan I. Levine, Bankruptcy Partner $1,025 Jennifer L. Marines, Bankruptcy Partner $875 Lorenzo Marinuzzi Bankruptcy Partner $1,075 Dimitra Doufekias , Litigation Partner $875 Melissa A. Hager, Bankruptcy Of Counsel $900 Erica J. Richards, Bankruptcy Associate $785 James A. Newton, Bankruptcy Associate $740 Benjamin W. Butterfield , Bankruptcy Associate $580 Rahman Connelly, Bankruptcy Associate $580 Laura A. Guido, Paraprofessional $330 Morrison & Foerster will also be reimbursed for reasonable out-of-pocket expenses incurred. Jonathan I. Levine, partner of the law firm Morrison & Foerster, LLP , assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Consistent with the United State Trustees' Appendix B Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. Sec. 330 by Attorneys in Larger Chapter 11 Cases, which became effective on November 1, 2013, Mr. Levine attested that: -- Morrison & Foerster did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement. -- None of the professionals included in this engagement have varied their rates based on geographic location of these chapter 11 cases. -- Morrison & Foerster was retained by the Committee on June 10, 2016 and did not represent the Committee during the prepetition period. -- The Committee has received and reviewed a staffing plan for Morrison & Foerster for the chapter 11 cases. Morrison & Foerster and the Committee will prepare a budget that complies with any interim fee procedures order entered by the Court Morrison & Foerster may be reached at: Jonathan I. Levine Morrison & Foerster, LLP 250 West 55th Street New York, NY 10019 Phone: (212)486-8012 E-mail: jonlevine@ofo.com About UCI International UCI International, LLC, headquartered in Lake Forest, IL, designs, manufactures, and distributes vehicle replacement parts, including a broad range of filtration, fuel delivery systems, and cooling systems products in the automotive, trucking, marine, mining, construction, agricultural, and industrial vehicles markets. UCI and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 16-11355) on June 1, 2016. The Debtors are represented by lawyers at Sidley Austin LLP. Alvarez & Marsal provides the company with financial advice and Moelis & Company LLC is the Debtors' investment banker. Garden City Group serves as the Debtors' Claims Agent. Wilmington Trust is the Indenture Trustee for a $400-million issue of 8.625% Senior Notes Due 2019. The United States Trustee appointed an Official Committee of Unsecured Creditors, which has retained Morrison & Foerster LLP as proposed counsel, and Cole Schotz PC as Delaware co-counsel. Zolfo Cooper LLC has been retained as bankruptcy consultant and financial advisor for the Committee. USG CORP: Moody's Raises CFR to Ba3, Outlook Remains Pos. --------------------------------------------------------- Moody's Investors Service upgraded USG Corporation's Corporate Family Rating to Ba3 from B1 and its Probability of Default Rating to Ba3-PD from B1-PD based on expectations on improving operating performance in the company's gypsum business and the balance of the Notes due 2016 redeemed with cash on hand, yielding debt credit metrics more supportive of the higher rating. In related rating actions, Moody's upgraded USG's guaranteed senior unsecured Notes to Ba3 from B1, and upgraded its non-guaranteed notes to B2 from B3. The Speculative Grade Liquidity Rating of SGL-2 is affirmed. The rating outlook remains positive. These ratings/assessments were affected by this action: Corporate Family Rating upgraded to Ba3 from B1; Probability of Default Rating upgraded to Ba3-PD from B1-PD; Guaranteed senior unsecured notes upgraded to Ba3 (LGD3) from B1 (LGD3); Senior unsecured (not guaranteed) notes upgraded to B2 (LGD5) from B3 (LGD5); Industrial revenue bonds with various maturities (not guaranteed) upgraded to B2 (LGD5) from B3 (LGD5). Speculative Grade Liquidity Rating of SGL-2 is affirmed. RATINGS RATIONALE The upgrade of USG's Corporate Family Rating to Ba3 from B1 reflects our expectations that operating profits and cash flow generation will continue to grow due to higher volumes in the company's gypsum business. Over the next 12-18 months, Moody's projects USG's EBITA margins remaining near 13.75% (13.5% for LTM 1Q16), with the increased earnings translating into better credit metrics. Moody's expects interest coverage (measured as EBITA-to-interest expense) approaching 3.0x compared to 2.7x for LTM 1Q16 and debt leverage nearing 3.0x over the next 12-18 months from 3.7x at 1Q16 (all ratios incorporate Moody's standard adjustments). In addition, lower levels of balance sheet are contributing to better debt credit metrics. Once the Notes due 2016 ($323 million remaining at 2Q16) are redeemed, USG will have about $2.2 billion in total adjusted debt, its lowest amount in the past nine years. Moody's also forecasts USG to generate positive free cash flow throughout the year and use this cash for more debt reduction. USG's gypsum business, from which it derives about almost 65% of revenues prior to eliminations, will benefit from sustained growth in new housing construction as well as repair and remodeling end markets. Moody's estimates new housing starts will be in the 1.2 million range for 2016, at least a 9% increase from 1.1 million new units in 2015. Moody's performance expectation for the repair and remodeling market, which accounts for slightly over 50% of USG's gypsum revenues, considers trends in the National Association of Home Builders (NAHB) Remodeling Market Index. The NAHB Remodeling Market Index's overall reading was 53.5 in 2Q16, marking the 13th consecutive reading above 50, indicating sustained growth in this market. Positive rating actions could ensue if USG continues to benefit from the strength in its end markets, resulting in performance and more robust credit metrics that exceeds Moody's forecasts, a better liquidity profile, or the following credit metrics supported by permanent debt reduction (ratios include Moody's standard adjustments): -- EBITA-to-interest expense sustained above 3.75x (2.7x for LTM 1Q16) -- Debt-to-EBITDA remaining below 3.0x (3.7x at 1Q16) Stabilization of ratings could occur if USG's operating performance falls below our expectations, resulting in the following credit metrics (ratios include Moody's standard adjustments) and characteristics: -- EBITA-to-interest expense sustained below 2.5x -- Debt-to-EBITDA remaining above 4.5x -- Deterioration in liquidity profile USG Corporation, headquartered in Chicago, IL, is a North American manufacturer and distributor of primarily wallboard and operates a specialty distribution business. USG also manufactures ceiling tiles and ceiling grids for commercial applications. Revenues for the 12 months through June 30, 2016 totaled approximately $3.9 billion. The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. VEROS ENERGY: Unsecured Creditors to Get 50% Under Liquidating Plan ------------------------------------------------------------------- Veros Energy, LLC, proposes to pay unsecured creditors 50% of their claims, according to a Chapter 11 plan of liquidation it filed with the U.S. Bankruptcy Court for the Northern District of Alabama. The liquidating plan proposes to pay Class 2 general unsecured creditors 50% of their claims without interest. These creditors assert a total of $2.76 million in claims. After the payment is completed, any remaining funds will be used to pay the Class 3 general unsecured claims held by Allam Alternative Energy, LLC and Lies Energy, LLC. Veros Energy proposes to pay each creditor a pro rata percentage of the remaining principal amount of each Class 3 claim without interest from the remaining funds. Allam owns 50% of Veros Energy's membership units while the other 50% is owned by Lies Energy, according to the disclosure statement detailing the proposed plan. A copy of the disclosure statement is available for free at http://bankrupt.com/misc/VerosEnergy_AmendedDS07152016.pdf The Debtor is represented by: Richard M. Gaal, Esq. McDowell Knight Roedder & Sledge, LLC 11 North Water Street, Suite 13290 Mobile, AL 36602 Phone: 251-432-5300 Fax: 251-432-5303 Email: rgaal@mcdowellknight.com About Veros Energy Veros Energy, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Ala. Case No. 15-70470) on April 6, 2015. The Debtor is represented by Richard M. Gaal, Esq., at McDowell Knight Roedder & Sledge, LLC. VERTELLUS SPECIALTIES: Hires Deloitte as Tax Consultant ------------------------------------------------------- Vertellus Specialties Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Deloitte Tax LLP as tax service provider to the Debtors, nunc pro tunc to June 6, 2016. Vertellus Specialties requires Deloitte to: a. advise the Debtors as they consult with their counsel and financial advisors on the cash tax effects of restructuring and bankruptcy and the post- restructuring tax profile, including plan of reorganization tax costs; b. advise the Debtors regarding the restructuring and bankruptcy emergence process from a tax perspective, including the tax work plan; c. advise the Debtors on the cancellation of debt income for tax purposes under Internal Revenue Code ("IRC") section 108; d. advise the Debtors on post-bankruptcy tax attributes (tax basis in assets, tax basis in subsidiary stock and net operating loss carryovers) available under the applicable tax regulations and the reduction of such attributes based on the Debtors' operating projections; including a technical analysis of the effects of Treasury Regulation Section 1.1502-28 and the interplay with IRC sections 108 and 1017; e. advise the Debtors on potential effect of the alternative minimum tax in various post-emergence scenarios; f. advise the Debtors on the effects of tax rules under IRC sections 382(l)(5) and (l) (6) pertaining to the post- bankruptcy net operating loss carryovers and limitations on their utilization and the Debtors' ability to qualify for IRC section 382(l)(5); g. advise the Debtors on net built-in gain or net built-in loss position at the time of "ownership change" (as defined under IRC section 382), including limitations on use of tax losses generated from post-restructuring or post-bankruptcy asset or stock sales; h. advise the Debtors as to the treatment of post-petition interest for state and federal income tax purposes; i. advise the Debtors as to the state and federal income tax treatment of pre-petition and post-petition reorganization costs including restructuring-related professional fees and other costs, the categorization and analysis of such costs, and the technical positions related thereto; j. advise the Debtors in their evaluation and modeling of the tax effects of liquidating, disposing of assets, merging or converting entities as part of the restructuring, including the effects on federal and state tax attributes, state incentives, apportionment and other tax planning; k. advise the Debtors on state income tax treatment and planning for restructuring or bankruptcy provisions in various jurisdictions including cancellation of indebtedness calculation, adjustments to tax attributes and limitations on tax attribute utilization; l. advise the Debtors on responding to tax notices and audits from various taxing authorities; m. assist the Debtors with identifying potential tax refunds and advise the Debtors on procedures for tax refunds from tax authorities; n. advise the Debtors on income tax return reporting of bankruptcy issues and related matters; o. advise the Debtors in their review and analysis of the tax treatment of items adjusted for financial reporting purposes as a result of "fresh start" accounting as required for the emergence date of the U.S. financial statements in an effort to identify the appropriate tax treatment of adjustments to equity (including issuance of new equity, options, and/or warrants); and other tax basis adjustments to assets and liabilities recorded; p. assist in documenting as appropriate, the tax analysis, development of the Debtors' opinions, recommendation, observations, and correspondence for any proposed restructuring alternative tax issue or other tax matter described above; q. advise the Debtors regarding other state or federal income tax questions that may arise in the course of this engagement, as requested by the Debtors, and as may be agreed to by Deloitte Tax; and r. advise the Debtors with their efforts to calculate tax basis in the stock in each of the Debtors' subsidiaries or other entity interests Deloitte will be paid at these hourly rates: Non-Specialist Restructuring Specialist Partner, Principal or Managing Director, National N/A $810 Partner, Principal or Managing Director $580 $740 Senior Manager $510 $690 Manager $440 $595 Senior $360 $470 Staff $295 $370 Deloitte will be paid the amount of $149,500 for the preparation of the tax returns, other than for services related to assessing the applicability of the reportable transaction provisions and preparation of Schedule UTP. Deloitte will be paid a fee for the preparation of additional state and local tax returns in the amount of $1,000 for each separate return and $1,500 for each combined return based on the level of information requested on the tax return. Deloitte will also be reimbursed for reasonable out-of-pocket expenses incurred. Christopher Belleville, partner of the firm Deloitte Tax LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Deloitte can be reached at: Christopher Belleville DELOITTE TAX LLP Suite 4200 Chase Tower 111 Monument Circle Indianapolis, IN 46204-5108 Tel: (317) 464-8600 Fax: (317) 464-6500 About Vertellus Specialties Vertellus Specialties Inc. is a global specialty chemicals company focused on the manufacture of ingredients used in pharmaceuticals, personal care, nutrition, agriculture, and a host of other market areas affected by trends favoring "green" technologies and chemistries. Headquartered in Indianapolis, Indiana, Vertellus Specialties Inc. and several affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-11289 to 16-11299) on May 31, 2016. Judge Christopher S. Sontchi presides over the case. Stuart M. Brown, Esq., Kaitlin M. Edelman, Esq., Richard A. Chesley, Esq., Daniel M. Simon, Esq., and David E. Avraham, Esq., at DLA Piper LLP (US) serve as the Debtors' bankruptcy counsel. Jefferies LLC is the Debtors' investment banker. Andrew Hinkelman at FTI Consulting, Inc., is the Debtors' chief restructuring officer. Kurtzman Carson Consultants is the Debtors' claims and noticing agent. The Debtors estimated their assets at between $100 million and $500 million and debts at between $500 million and $1 billion. The petitions were signed by Anne Frye, vice president, secretary and general counsel. The Official Committee of Unsecured Creditors of Vertellus Specialties Inc., et al., has tapped Hahn & Hessen LLP as lead counsel; Morris James LLP as co-counsel; and Zolfo Cooper, LLC as its financial advisor. VICTOR ROMERO: Hires Innovative Solutions as Accountant ------------------------------------------------------- Victor Romero Corporation, aka Victor Romero Corp., seeks authority from the U.S. Bankruptcy Court for the Eastern District of California to employ Innovative Solutions CPAs & Advisors LLP as accountant to the Debtor. Victor Romero requires Innovative Solutions to prepare the 2015 Taxable year corporate income tax returns. Victor Romero also requires Innovative Solutions to prepare future years corporate income tax returns. Innovative Solutions will be paid at these hourly rates: Partner $300 Other CPA $225 Staff $80 The Debtor's Monthly reports indicate that the Debtor has already made payment in the sum of $3,060. Innovative Solutions will also be reimbursed for reasonable out-of-pocket expenses incurred. Ben Anders, of Innovative Solutions CPAs & Advisors LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Innovative Solutions can be reached at: Ben Anders INNOVATIVE SOLUTIONS CPAS & ADVISORS LLP 1601 Response Rd Suite 110 Sacramento, CA 95815 Tel: (916) 646-8180 About Victor Romero Corporation Victor Romero Corporation filed a chapter 11 petition (Bankr. E.D. Cal. Case No. 16-20652) on February 5, 2016. The petition was signed by Victor M. Romero, Chief Executive Officer. The Debtor is represented by Richard L. Jare, Esq. At the time of the filing, the Debtor estimated assets and liabilities at $100,001 to $500,000. VICTOR SEIJAS: Unsecured Creditors to Get 0.20% Under Plan ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida is set to hold a hearing on August 4, 2016, at 2:00 p.m., to consider the disclosure statement detailing the Chapter 11 plan of reorganization of Victor and Cecilia Seijas. The hearing will take place at the U.S. Bankruptcy Court, Courtroom No. 4, 301 North Miami Avenue, Miami, Florida. Under the proposed plan, unsecured creditors holding Class 12 claims will get an estimated 0.20% of their claims. The estimated allowed unsecured claims against the Debtors total $37.4 million. The Debtors commit their disposable income to payment of Class 12 claims over a period of five years. Total disposable income to be paid is $73,620, according to the disclosure statement. A copy of the disclosure statement is available for free at http://bankrupt.com/misc/VictorSeijas_AmendedDS07192016.pdf The Debtor is represented by: Gary Murphree, Esq. AM Law 7385 SW 87th Avenue, Suite 100 Miami, FL 33173 Phone: 305-441-9530 Fax: 305-595-5086 Email: gmm@amlaw-miami.com About Victor and Cecilia Seijas Victor F. Seijas, Jr. and Cecilia M. Seijas sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Fla. Case No. 14-33499) on October 22, 2104. The Debtor is assigned to Judge Robert A. Mark. VINH PHAT SUPERMARKET: Hires Downey Brand as Counsel ---------------------------------------------------- Vinh Phat Supermarket, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of California to employ Downey Brand LLP as counsel to the Debtor. Vinh Phat Supermarket requires Downey Brand to: 1. prepare and file its Schedules of Assets and Liabilities, Statements of Financial Affairs and other related forms; 2. represent debtor in possession at all meetings of creditors, hearings, pretrial conferences, and trial in the bankruptcy case or any litigation arising in connection with the case; 3. prepare, file and present to the bankruptcy court any pleading requesting or opposing relief; 4. prepare, file and present to the court of a disclosure statement and plan of reorganization under Chapter 11 of the Bankruptcy Code; 5. review of claims made by creditors and interested parties, including preparation and prosecution of any objections to claims as appropriate; 6. prepare and present of a final accounting and motion for final decree closing the bankruptcy case; and 7. perform all other legal services for Debtor which may be necessary herein. Downey Brand will be employed under a general retainer. Downey Brand will also be reimbursed for reasonable out-of-pocket expenses incurred. Jamie P. Dreher, member of Downey Brand LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Downey Brand can be reached at: Jamie P. Dreher, Esq. DOWNEY BRAND LLP 621 Capitol mall, 18th Floor Sacramento, CA 95814-4731 Tel: (916) 444-1000 Fax: (916) 444-2100 E-mail: jdreher@downeybrand.com About Vinh Phat Supermarket Vinh Phat Supermarket, Inc., based in Sacramento, CA, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 16-24672) on July 18, 2016. The Hon. Christopher M. Klein presides over the case. Jamie P. Dreher, Esq., at Downey Brand LLP, as bankruptcy counsel. In its petition, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by Eric Vong, board member/authorized individual. VINH PHAT SUPERMARKET: Hires Gonzales & Sisto as Accountant ----------------------------------------------------------- Vinh Phat Supermarket, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of California to employ Gonzales & Sisto LLP as accountant to the Debtor. Vinh Phat Supermarket requires Gonzales & Sisto to serve as bookkeepers, tax accountants, forensic accounting service providers, and for general accounting services for the Debtor in the Chapter 11 case. Gonzales & Sisto will be paid at these hourly rates: Gene Gonzales $330 CPA Staff $200 Paraprofessionals $95 Gonzales & Sisto will also be reimbursed for reasonable out-of-pocket expenses incurred. Gene Gonzales, of Gonzales & Sisto LLP assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Gonzales & Sisto can be reached at: Gene Gonzales GONZALES & SISTO LLP 855 University Avenue Sacramento, CA 95825 Tel: (916) 614-9009 About Vinh Phat Supermarket Vinh Phat Supermarket, Inc., based in Sacramento, CA, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 16-24672) on July 18, 2016. The Hon. Christopher M. Klein presides over the case. Jamie P. Dreher, Esq., at Downey Brand LLP, as bankruptcy counsel. In its petition, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by Eric Vong, board member/authorized individual. VINH PHAT SUPERMARKET: Hires Hunt Jeppson as Special Counsel ------------------------------------------------------------ Vinh Phat Supermarket, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of California to employ Hunt Jeppson & Griffin LLP as special counsel to the Debtor. Minority shareholder Muoi Lam has alleged claims against the other shareholders that the Debtor believes are derivative claims and therefore property of the estate. Vinh Phat Supermarket requires Hunt Jeppson to: - review and analyze recently-alleged derivative claims brought by minority shareholder Muoi Lam; and - review corporate counsel's analysis of previously-filed derivative claims. Hunt Jeppson will be paid in accordance with the Fee Engagement Letter. Hunt Jeppson will also be reimbursed for reasonable out-of-pocket expenses incurred. Tory Griffin, member of Hunt Jeppson & Griffin LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Hunt Jeppson can be reached at: Tory Griffin, Esq. HUNT JEPPSON & GRIFFIN LLP 1478 Stone Point Dr 100 Roseville, CA 95661 Tel: (916) 780-7008 About Vinh Phat Supermarket Vinh Phat Supermarket, Inc., based in Sacramento, CA, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 16-24672) on July 18, 2016. The Hon. Christopher M. Klein presides over the case. Jamie P. Dreher, Esq., at Downey Brand LLP, as bankruptcy counsel. In its petition, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by Eric Vong, board member/authorized individual. WAVEDIVISION HOLDINGS: S&P Affirms 'BB-' Rating on $515MM Loan -------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issue-level rating on WaveDivision Holdings LLC's (Wave) $515 million term loan due 2019 ($498 million outstanding as of March 31, 2016), which it is upsizing by $125 million. The '1' recovery rating indicates S&P's expectation for very high (90%-100%) recovery in the event of a payment default. The company will use net proceeds from the tack-on term loan to refinance about $8 million in revolver borrowings, to fund the buildout of fiber in adjacent markets, and for potential acquisitions. The 'BB-' issue-level rating and '1' recovery rating on the company's $50 million revolver, for which the company is extending the maturity to 2019 from 2017, remain unchanged. S&P increased its default emergence valuation based on contributions from recent acquisitions, which provides secured creditors with additional cushion in S&P's hypothetical default scenario despite the increase in secured debt. The 'CCC+' issue-level ratings and '6' recovery ratings on Wave's $400 million 8.125% senior unsecured notes due 2020 and $175 million 9% pay-in-kind (8.25% cash pay option) holding company toggle notes due 2019 also remain unchanged. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. S&P's 'B' corporate credit rating and stable outlook for Wave are not affected by the transaction because S&P expects adjusted leverage to increase modestly to the high-6x area in 2016, still within S&P's parameters for the current rating, from its previous forecast of leverage in the low-6x area. More importantly, S&P believes the proposed transaction will improve the company's liquidity position by funding sizeable capital spending requirements and addressing the maturity of the revolving credit facility, which was scheduled to mature in 2017. RATINGS LIST WaveDivision Holdings LLC Corporate Credit Rating B/Stable/-- Ratings Affirmed; Recovery Ratings Unchanged WaveDivision Holdings LLC Senior Secured BB- Recovery Rating 1 WILLIAMS COMPANIES: Fitch Affirms 'BB+' LT Issuer Default Rating ---------------------------------------------------------------- Fitch Ratings has removed from Rating Watch Negative and affirmed the ratings for The Williams Companies, Inc. (WMB). Fitch affirmed WMB's Long-Term Issuer Default Rating (IDR) and senior unsecured ratings at 'BB+' with a Recovery Rating of 'RR4' for the senior secured debt. The Rating Outlook is Stable. Fitch has also affirmed the ratings for Williams Partners L.P. (WPZ) with the long-term IDR and senior unsecured ratings at 'BBB-' and the short-term IDR and commercial paper (CP) rating at 'F3'. In addition, Fitch has affirmed the senior unsecured rating for Williams Partners Finance Corporation (WPFC) at 'BBB-' and the Long-Term IDRs for WPZ's pipeline subsidiaries, Northwest Pipeline LLC (NWP), and Transcontinental Gas Pipe Line Company, LLC (Transco), at 'BBB'. The Rating Outlook for WPZ, NWP, and Transco is Stable. Approximately $24.8 billion of debt is affected by the rating actions. KEY RATING DRIVERS The rating actions follow WMB's announcement that it plans to implement strategies to improve its credit profile and WPZ's. The new initiatives follow the termination of the merger between WMB and Energy Transfer Equity LP (ETE; IDR 'BB'/Outlook Stable) on June 29, 2016. WMB also announced a 69% cut in its dividend. Its quarterly dividend will be $0.20/unit, down from $0.64/unit. This will allow WMB to reinvest cash at its operating partnership, WPZ. In total, WMB plans to reinvest $1.7 billion at WPZ through the end of 2017. Canadian assets held by both WMB and WPZ are on track to be sold in the latter half of 2016 further reducing cash needs. The assets are expected to generate proceeds in excess of $1 billion with over $800 million of the total proceeds going to WPZ. WPZ announced that its distribution will remain flat through 2017, and Fitch notes that the quarterly distribution has been held at $0.85/unit since the payout in February 2015. During the third quarter of 2016, WPZ will implement a distribution reinvestment plan (DRIP). During the same quarter, WMB will privately purchase WPZ units. It will participate in WPZ's DRIP plan in the fourth quarter and throughout 2017. With these initiatives, Fitch expects to see WMB's debt to distributions received decrease over the next several quarters. At the end of 2015, the debt to distributions ratio was 2.6x, and Fitch expects it to fall in the range of 2.1x-2.3x at the end of 2017. WPZ's credit profile is also expected to be improved over the next several quarters. Fitch expects adjusted leverage to improve from 4.8x at the end of 2015 to a range of 4.5x-4.8x by the end of 2016 and to a range of 4.3x to 4.6x by the end of 2017. WPZ's growth capex budget is largely directed toward spending at its natural gas pipeline, Transco. Growth capex at WPZ in 2016 is to be $1.9 billion and $1.3 billion of the total is at Transco. New projects at Transco will increase WPZ's fee-based revenues for the long term. Fitch remains concerned about WPZ's significant exposure to Chesapeake Energy Corp. (CHK; IDR 'B-'/ Outlook Negative). In 2015, CHK accounted for 18% of WPZ's revenues. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for WMB and WPZ include: -- Plans to enhance the credit profile for both WMB and WPZ will be implemented and executed as management has stated; -- The timing of the asset sale closes in 2H16 and proceeds are in excess of $1 billion; -- Capex at WPZ will largely focus on growth projects at its pipeline operating subsidiary, Transco; -- Growth capex at WPZ is $1.9 billion in 2016 followed by $3.1 billion in 2017, in line with management's guidance; -- WPZ will continue to operate as a standalone MLP with sufficient liquidity. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to a positive rating action include: WMB -- Fitch does not expect positive rating action for WMB in the near term. WPZ -- Fitch does not expect positive rating action for WPZ in the near term. -- Should Fitch forecast adjusted leverage to trend down to 4.5x or lower on a sustained basis, favorable rating action may occur. Transco, NWP and WPFC -- Favorable actions would be directly linked to positive rating action at WPZ. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: WMB -- Should standalone debt to distributions received exceed 2.75x, Fitch may take negative rating action and widen the notching between WMB and WPZ. WPZ -- Should Fitch forecast adjusted leverage of 5.0x or higher on a sustained basis, negative rating action could occur. -- Fitch may take negative rating action if the distribution coverage ratio fell below 1.0x on a sustained basis. -- Reduced liquidity or lack of access to capital markets may also result in negative rating action. Transco, NWP and WPFC -- Negative actions would be directly linked to WPZ. LIQUIDITY As of March 31, 2016, WMB had cash of $164 million on the balance sheet including $125 million of cash which is held at WPZ. WMB has approximately $465 million of availability on its $1.5 billion senior unsecured revolver which extends through 2020. As of March 31, 2016, WPZ had $125 million of cash on the balance sheet. It also had $135 million of CP outstanding on its $3 billion CP program. After accounting for outstanding CP, letters of credit and outstanding revolver borrowings, WPZ had $2.7 billion of availability on its $3.5 billion revolver which matures in 2020. WPZ also has a $150 million short-term credit facility which expires in August 2016. Previously, this was a $1 billion facility which was reduced with the issuance of the $850 million three-year term loan in December 2015. Near term debt maturities include $600 million due in February 2017 at WPZ and $185 million due at Northwest Pipeline in April 2017. In 2018, $1.35 billion of debt becomes due. FULL LIST OF RATING ACTIONS Fitch has removed from Rating Watch Negative and affirmed the following ratings: The Williams Companies, Inc. -- Long-term IDR at 'BB+'; -- Senior unsecured debt at 'BB+/RR4'. The Outlook is Stable. Fitch has affirmed the following ratings: Williams Partners L.P. -- Long-term IDR at 'BBB-'; -- Senior unsecured debt at 'BBB-'; -- Short-term IDR and CP at 'F3'. Williams Partners Finance Corporation -- Senior unsecured debt at 'BBB-'. Transcontinental Gas Pipe Line Company, LLC -- Long-term IDR at 'BBB'; -- Senior unsecured debt at 'BBB'. Northwest Pipeline LLC -- Long-term IDR at 'BBB'; -- Senior unsecured debt at 'BBB'. The Outlook is Stable for Williams Partners L.P., Transcontinental Gas Pipe Line Company, LLC and Northwest Pipeline LLC. WOMEN'S WELLNESS: Seeks Nov. 14 Extension of Exclusive Periods -------------------------------------------------------------- The Women's Wellness Center of South Florida LLC asks the U.S. Bankruptcy Court to extend its exclusive filing period by 90 days through and including Nov. 14, 2016. According to the Debtor, it has made substantial progress in its operations since the Petition Date, to wit: (a) the Debtor has filed objections to the claims that the Debtor believes needs resolution prior to finalizing the plan for repayment of its obligations, and (b) the Debtor is in the process of finalizing its Plan and Disclosure Statement and intends to file the Plan and Disclosure Statement in the near future. However, the Debtor wishes to preserve the exclusivity period for an additional 90 days to ensure it can make amendments to the Plan and Disclosure Statement, if necessary, and have its plan confirmed within the requested 90 day period, without the distraction and potential adverse effect of competing plans filed by interested parties. The Women's Wellness Center of South Florida LLC is represented by: Gian Ratnapala, Esq. GCR BUSINESS LAW, PLLC 1987 NE 15 Ave Fort Lauderdale, Florida 33305 Telephone: (862) 368-7237 Email: gian@gcrbl.com About Women's Wellness The Women's Wellness Center of South Florida LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 16-12189), on February 17, 2016. The Debtor's counsel is Gian C Ratnapala, Esq. of GCR Business Law, PLLC, 1987 NE 15 Ave, Fort Lauderdale, Florida 33305. [*] Corporate Default on 1st-Half of 2016 Reaches 30, Moody's Says ------------------------------------------------------------------ Oil and gas defaults edged up in the second quarter of 2016 as energy companies remain under pressure, paving the way for a default tally high not seen since the recession year of 2009, Moody's Investors Service says in its latest quarterly default monitor. Significant cash flow pressures in the commodity sector saw 16 oil and gas companies default in the second quarter of 2016, helping to push the oil and gas default count to 30 for the first half of 2016 -- and topping 2015's full-year count of 26. "Notably, even company scale proved to be insufficient to immunize many commodity companies against the lingering effects of the price rout, as the number of defaults affecting at least $1 billion of debt more than tripled to 11 in the second quarter from three in the first quarter," said Moody's Senior Vice President John Puchalla. "As a result, we saw the amount of defaulted debt jump 123% to $45 billion, which matched the highest quarterly dollar amount since the recession." The US spec-grade default rate rose to 5.1% from 4.4% in the second quarter and is projected to climb to 6.4% -- the highest default rate since June 2010. In the commodity sector, an already-high 19.9% US speculative-grade commodity default rate in the first quarter increased to 23.9% in the second quarter. Excluding commodities, the US speculative-grade default rate rose to 2.3% from 2.0% in Q2, underscoring the concentration of default woes in the oil and gas and metals and mining sectors. Moody's Liquidity Stress Index (LSI) dropped to 8.7% from 10.3% in the second quarter, fueled by both positive and negative developments including modest economic growth, a more vibrant new-issue market and increased defaults. Even with the decrease, however, the LSI remains above its 6.8% long-term average. The second quarter also saw an increase in the population of companies with Probability of Default (PD) ratings of Caa2-PD or lower, edging up to 118 from 114 in the prior quarter. "Significantly, our default risk indicators -- including our LSI and count of low ratings -- remain at levels signaling that the speculative-grade market is vulnerable, should the economy weaken," said Moody's Senior Vice President John Puchalla. And while the oil price collapse has precipitated knock-on credit strains for companies with exposure to the oil & gas sector, Moody's noted that a growing US economy and the ongoing benefits of receptive capital markets over the last few years has constrained much of the stress to the commodities sector. Liquidity ratings and the Caa2-PD or lower count underscore the fact that while sector default risk remains heavily concentrated in commodity companies, the default rate and credit strains outside of commodities are edging up, but remain far less pronounced. Moody's subscribers can access this report, "Defaults Stay Elevated as Risk Indicators Argue For Continued Caution," at http://bit.ly/2awTInX [*] Moody's Publishes Study of Bank Defaults & Government Support ----------------------------------------------------------------- There were 221 rated bank defaults and bailouts in 38 different countries globally in the period 2007-2015, says Moody's Investors Service in a report. The study assesses bank defaults, as well as instances of extraordinary support provided to banks to prevent them from defaulting during and after the global financial crisis. Moody's study provides a comprehensive dataset of bank defaults and bailouts in the portfolio of Moody's-rated banks, which comprises over 1,000 typically large banks across almost 100 countries. The report studies the types of extraordinary support provided to banks, and examines the causes which led to bank insolvencies, or the need for support to avoid default. "During this period the most common type of extraordinary support for banks was in the form of capital injections provided by sovereigns, says Mark Gold, Moody's Vice President-Senior Analyst and author of the report. "The most prominent causes for bank failures during this period were weaknesses in assets that were secured by real estate and general macroeconomic deterioration," adds Gold. The majority of rated bank defaults and bailouts occurred in Europe, following the aftermath of the Lehman Brothers insolvency and reflected both broad general macroeconomic stress and idiosyncratic problems in individual countries which manifested themselves in a sequence of banking crises, in particular in Ireland, Spain, Greece, Cyprus and more recently Russia. "Understanding bank failures is particularly important today as policy makers pursue regulatory changes that reduce the likelihood of intervention and increase the probability of creditor losses as part of the process of resolution and rehabilitation," says Elena Duggar, Moody's Associate Managing Director. The report, "Banks -- Global: Rated Bank Defaults and Government Support During the Crisis: A New Database and Study" is available at http://bit.ly/2amUaCw ********* 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 ***