/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/160913.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, September 13, 2016, Vol. 20, No. 257 Headlines 07-002 REDDING: Creditors to Receive Full Payment Under Ch. 11 Plan 128 INCORPORATED: Confirmation of PMI's Liquidation Plan Affirmed 21ST CENTURY: Appoints William Spalding as President and CEO ACB RECEIVABLES: Case Summary & 20 Largest Unsecured Creditors AEP INDUSTRIES: Moody's B2 Rating Unaffected by Sale AEROPOSTALE INC: PII Transfer Not Consistent with Privacy Policies AIR-1 FLIGHT: Case Summary & 4 Unsecured Creditors ALERIS INT'L: Moody's Affirms B3 CFR; Outlook Changed to Developing ALL WAYS PLUMBING: Hires Orantes Law Firm as Counsel ALLISON TRANSMISSION: Fitch Affirms 'BB' IDR, Outlook Stable ALPHATEC HOLDINGS: Completes Sale of Int'l Business to Globus AMSCO STEEL: Creditors' Panel Hires HSSK for Valuation Analysis ANNIE'S GOURMET: Hires Corey B. Beck as Attorney APARTMENT INVESTMENT: Fitch Affirms 'BB' Preferred Stock Rating ARC MANAGEMENT: Case Summary & 9 Unsecured Creditors ARCH COAL: Seeks Extension of Exclusive Plan Filing Thru Oct. 7 ARCH COAL: Various Parties Oppose Plan Confirmation ARICENT TECHNOLOGIES: Moody's Lowers CFR to B3, Outlook Stable ARMAND EXTERMINATING: Hires White-Boyd as Attorney ASHBURY HILLSIDE: Ch.11 Trustee Hires C&G for Development Analysis ASPEN MERGER: S&P Assigns 'B' CCR, Outlook Stable AVERY LAND: Case Summary & 20 Largest Unsecured Creditors AZMM LLC: Hires Ogden Murphy as Counsel BATTALION RESOURCES: Case Summary & 20 Top Unsecured Creditors BEASLEY BROADCAST: S&P Assigns 'B+' CCR, Outlook Stable BEASLEY MEZZANINE: Moody's Assigns B2 CFR, Outlook Stable BEAZER HOMES: Fitch Affirms 'B-' IDR & Revises Outlook to Stable BEAZER HOMES: Moody's Rates New $300MM Unsec. Notes Due 2022 'B3' BENJAMIN HALL: Unsecureds to Get $120,000 Under Ch. 11 Plan BH SUTTON: Hires Meridian as Real Estate Broker BILL BARRETT: Franklin, et al., Hold 4.2% Stake as of Aug. 31 BONANZA CREEK: S&P Raises CCR to 'CC', Outlook Negative BREITBURN ENERGY: U.S. Trustee & Committee Oppose Incentive Plan BRIGHT MOUNTAIN: Recurring Losses Raises Going Concern Doubt BURCON NUTRASCIENCE: Shareholders Elect Seven Directors BURGI ENGINEERS: Hires Hegger as Corporate Counsel C & S COMPANY: Hires David J. Winterton as Counsel CAESARS ENTERTAINMENT: Apollo, TPG Offered $250MM for Deal CAESARS ENTERTAINMENT: Bankruptcy Mediator Abruptly Resigns CALICO VENTURES: Hires McCarthy Reynolds as Counsel CALVERY SERVICES: Hires McIntyre Thanasides as Counsel CAMINO AGAVE: IRS Consents to Cash Collateral Use CANCER GENETICS: Has $5.5 Million Registered Direct Offering CERVANTES INC: Hires RJAC as Accountant CHARTER SCHOOL: Taps Henry Haddock as Consulting Expert CHC GROUP: Akin Gump Represents Ad Hoc Noteholder Group CHRISTIAN FAMILY CHURCH: Hires Markarian Frank & Hayes as Attorney CIRCUIT CITY: Toshiba Can't Enforce Subpoena vs Liquidating Trust CJ HOLDING: Creditors Committee Taps Conway MacKenzie as Advisor CLAIREX TECHNOLOGIES: Unsecureds To Get $1.5MM Under Plan CLIFFS NATURAL: Moody's Hikes Corp. Family Rating to Caa1 CM REED ALMEDA: Lien Claimants to Recover Up to $300K Under Plan CNC FABRICATION: Hires Alice Bower as Attorney CNC FABRICATION: Meeting to Form Creditors' Panel Set for Oct. 28 CONCENTRA INC: S&P Lowers Rating on Sr. Sec. Debt to 'B+' CONNEAUT LAKE PARK: Court Confirms Ch. 11 Plan CROFTON & SONS: Ch.11 Trustee Hires BDO as Financial Advisor & CPA CROFTON & SONS: Ch.11 Trustee Hires Hahn Loeser as Counsel CROFTON & SONS: Trustee Hires Warren Averett as Accountants CROWN HOLDINGS: S&P Rates Proposed EUR310MM Sr. Unsec. Notes 'BB' CSC HOLDINGS: Moody's Rates Proposed $1.9BB Credit Facility Ba1 CUI GLOBAL: Trigran Investments No Longer a Shareholder DELAWARE MOTEL: Hires Lou-Ray Associates as Accountant DELL INC: Fitch Raises Issuer Default Rating to BB+, Outlook Stable DELL SOFTWARE: Moody's Assigns B2 CFR & Rates 1st Lien Debt B1 DIFFERENTIAL BRANDS: Files Copy of Investor Presentation with SEC DIFFUSION PHARMACEUTICALS: Names David Kalergis as CEO DTI HOLDCO: S&P Assigns 'B' CCR & Rates Credit Facilities 'B' E MENDOZA & CO: Names Nelson Robles-Diaz as Counsel EMC CORP: S&P Lowers CCR to 'BB+', Off CreditWatch Negative ENBRIDGE INCOME: DBRS Confirms BB Jr Subordinated Debt Rating ENERGY XXI: Committee Seeks Vacation of Disclosure Statement Order ESSER FAMILY: Unsecureds To Recover 2% On Plan Effective Date EVANS & SUTHERLAND: Appoints New CEO and President FIELDPOINT PETROLEUM: Credit Line Default Raise Going Concern Doubt FIRED UP: Vernon Law Replaces Lewis Brisbois as Special Counsel FORESIGHT ENERGY: Christopher Cline, et al., File Schedule 13D GAWKER MEDIA: Employs Citrin Cooperman as Independent Auditor GENERAL PRODUCTS: Creditors' Panel Hires Conway as Fin'l Advisor GENERAL PRODUCTS: Hires Hilco Industrial as Auctioneer GK & SONS: Hires Brett A. Elam P.A. as Attorney GLACIAL MATERIALS: Employs Paramax Corp. as Investment Banker GOLDEN NUGGET: S&P Raises Rating on $295MM Sr. Notes to 'B-' GRAND VOLUTE: Hires CK Accounting as Accountant GRAND VOLUTE: Hires Oppenhuizen as Counsel GRAY TELEVISION: S&P Rates Proposed $525MM Sr. Unsec. Notes 'B+' GUIDED THERAPEUTICS: Has Royalty Agreement for Disposable Devices HALCON RESOURCES: Completes Restructuring and Exits Bankruptcy HALCON RESOURCES: Completes Restructuring, Exits Chapter 11 HALCON RESOURCES: Court Confirms Pre-Packaged Reorganization Plan HALCON RESOURCES: Hires KPMG LLP to Provide Valuation Services HALCON RESOURCES: May Issue 10 Million Shares Under Incentive Plan HANJIN SHIPPING: Samsung Seeks Court Order to Remove Goods HANJIN SHIPPING: To Pay Handlers to Unload U.S.-Bound Ships HARRINGTON & KING: Hires Cushman & Wakefield as Real Estate Broker HATILLO POOL: Hires Acevedo as Accountant HEALTH DIAGNOSTIC: LeClairRyan to Pay $20-Mil. to Settle Dispute HEBREW HEALTH: Creditors' Panel Hires Zeisler as Counsel HEBREW HEALTH: Hires Altman as Financial Advisors HEBREW HEALTH: Hires Pullman & Comley as Counsel HEBREW HEALTH: Hires Rogin Nassau as Special-Purpose Counsel HEBREW HEALTH: Hires Wiggin as Transactional & Health Care Counsel HEBREW HEALTH: Taps Siegel O'Connor as Labor Counsel HECTOR ANIBAL: Unsecureds To Recoup 100% Under Plan HEMISPHERE MEDIA: Ownership Transfer No Impact on Moody's Ratings HERTZ CORP: S&P Assigns 'B' Rating on $500MM Sr. Notes Due 2024 HPI PLUMBING: Hires Brett A. Elam P.A. as Attorney IMAGEWARE SYSTEMS: Sold $2 Million Preferred Shares to Cap 1 INNOVATIVE OBJECTS: Voluntary Chapter 11 Case Summary INT'L MANUFACTURING: Trustee Hires Baker & McKenzie as Counsel ION WORLDWIDE: Unsecureds To Recover Lesser of 15% of Claims IPHONE SOLUTIONS: Hires Correa Business as Counsel J&A REAL ESTATE: Seeks to Employ Craig A. Diehl as Attorney JAYUYA MEMORIAL: Hires Feliciano Rios as Financial Consultant JEROME SYDNEY HEYWARD: Files First Amendment to Plan Outline JMO WIND DOWN: Unsecureds to Recover 100% Under Plan KEY ENERGY: S&P Lowers CCR to 'D' on Missed Interest Payment KINETIC CONCEPTS: S&P Rates $1,750MM 2nd Lien Notes 'B-' KRONOS ACQUISITION: S&P Affirms 'B-' LongTerm CCR, Outlook Stable KUBCO DECANTER: Case Summary & 20 Largest Unsecured Creditors LADDER CAPITAL: Fitch Affirms 'BB' IDR, Outlook Stable LAS VEGAS JOHN: Hires Larson as General Reorganization Counsel LATTICE INC: Incurs $924,000 Net Loss in Second Quarter LEO MOTORS: Amends 58.96 Million Shares Resale Prospectus LINN ENERGY: Hires KPMG as Auditors and Accounting Advisors LITHIA CHRISTIAN: Unsecureds to Be From Proceeds of Asset Sale LOUISIANA-PACIFIC CORP: S&P Rates Proposed $350MM Sr. Notes 'BB' LPATH INC: Amends Bylaws to Update Forum Selection Clause LPATH INC: Signs Merger Agreement With Apollo Endosurgery LUCAS ENERGY: Chairman Richard Azar Owns 37.9% Stake as of Aug. 25 LUCAS ENERGY: Sold 53 Shares of C Stock for $500,000 MARION MICHELLE: City of West Richland Seeks Ch. 11 Trustee MAX EXPRESS: Creditors' Panel Hires Braun as Property Appraiser MAZOR'S BAKERY: Unsecureds To Get 3%-10% Recovery MCDONALD BUILDING: Voluntary Chapter 11 Case Summary MEDIWARE INFORMATION: Moody's Assigns B2 Corporate Family Rating MONITRONICS INT'L: Moody's Assigns B2 Rating on New Secured Debt MONITRONICS INT'L: S&P Cuts CCR to B- on Weaker Operating Metrics NAVISTAR INT'L: Fitch Puts 'CCC' IDR on Rating Watch Positive NAVISTAR INTERNATIONAL: Reports $34M Net Loss for 3rd Quarter NAVISTAR INTERNATIONAL: S&P Puts 'CCC+' CCR on CreditWatch Pos. NEENAH FOUNDRY: Moody's Lowers CFR to Caa1, Outlook Negative NEUSTAR INC: S&P Raises Rating on Sr. Secured Facility 'BB+' NEWLEAD HOLDINGS: KCG Americas Reports 10.35% Stake as of Aug. 31 NOVELIS CORP: S&P Rates New $1.5BB Sr. Unsecured Notes 'B' OAK RIVER ASSET: Names Sierra's Lawrence Perkins as CRO OMINTO INC: Appoints New Chief Operating Officer ONCOBIOLOGICS INC: Maturing Notes Raises Going Concern Doubt PAYSON PETROLEUM: Ch.11 Trustee Hires Snow Spence as Counsel PDC ENERGY: Moody's Assigns B2 Rating on $175MM Convertible Notes PEAK WEB: Dispute with Machine Zone Remanded to State Court PERFORMANCE SPORTS: BlackRock Reports 3.6% Stake as of Aug. 31 PLANET MERCHANT: Hires McGill, Gotsdiner as Attorney POLYCOM INC: Moody's Assigns B2 CFR & Rates $800 1st Lien Debt B1 POLYCOM INC: S&P Assigns 'B' CCR & Rates $800MM Facility B+ PRITHVI CATALYTIC: Court Denies Bid to Amend Suit vs. Beyondsoft PUERTO RICO: Moody's Says Banks Can Absorb Additional Stress Q AND Q REALTY: Case Summary & 4 Unsecured Creditors QUALITY CARE: Moody's Assigns B2 Corp Family Rating, Outlook Stable QUALITY CARE: S&P Assigns 'B+' CCR, Outlook Stable REDBOX AUTOMATED: S&P Assigns B CCR & Rates $440MM Facilities B+ REHOBOTH MCKINLEY: Fitch Maintains 'B' Bonds Rating on Watch Neg. RESOLUTE FOREST: Moody's Cuts Senior Unsecured Notes Rating to B1 RESOLUTE FOREST: S&P Lowers Rating on Sr. Unsecured Notes to 'B+' RICE BUILDING: Balance of Sale Proceeds to Fund Unsecureds Payment ROBERTS BROADCASTING: Malpractice Suit Referred to Bankr. Court ROTARY DRILLING: Panel Hires Stout Risius as Financial Advisors SAEXPLORATION HOLDINGS: Moody's Withdraws Caa2 CFR SANDRIDGE ENERGY: Bankruptcy Court Confirms Plan of Reorganization SEAHAWK HOLDINGS: S&P Assigns 'B' CCR, Outlook Stable SED INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors SIGNAL GENETICS: Insufficient Cash Raises Going Concern Doubt SM ENERGY: S&P Assigns 'B+' Rating on New $500MM Sr. Unsec. Notes SPECTRUM BRANDS: Moody's Affirms B1 Corporate Family Rating STONE PANELS: Creditors' Panel Hires Culhane Meadows as Counsel SUPERVALU INC: Fitch Affirms 'B' IDR, Outlook Stable TEAM ALLOYS: TA Acquisition to Hold Public Sale Today TERRY WILLIAMS: Unsecureds to Get 15% Under Ch. 11 Plan TRU TAJ: Fitch Assigns CCC Rating on $583MM Sr. Secured Notes VALLEJO, CA: Man Beaten by Police Entitled to $50K, Court Says VERSUM MATERIALS: Moody's Assigns Ba2 CFR; Outlook Stable VERTELLUS SPECIALTIES: Court Approves Sale of Assets to Lenders VICTOR SEIJAS: Unsecureds to Get Less 0.20% if BoA Prevails in Lien VIZIENT INC: S&P Affirms 'B' CCR on Pact to Sell Subsidiary WALTER ENERGY: Court Approves Sale of Canadian Assets to Conuma WESLEY MEDICAL: Hires Hall Booth Smith as Counsel ZAMINDAR PROPERTIES: Case Summary & 2 Unsecured Creditors [*] Deloitte's Robichaux Bags TMA Award for CRO Work at Toumey [^] Large Companies with Insolvent Balance Sheet ********* 07-002 REDDING: Creditors to Receive Full Payment Under Ch. 11 Plan ------------------------------------------------------------------- 07-002 Redding Business Trust filed a Second Amended Disclosure Statement dated Sept. 6, 2016, to accompany its Chapter 11-exit plan. A full-text copy of the Plan outline is available at: http://bankrupt.com/misc/13-11151-245.pdf The Plan proposes payment of 100% of the total Class 1a claims, estimated at $292,816, from the sale of the property in 2501 South Bonnyview Road, Redding, California, and payment of 100% of the total Class 1b claims, estimated at $890,288, from the sale of the property in 4675 Bechelli Lane, Redding, California. Priority unsecured claims (Class 2), estimated at $1,625, will also be paid 100%. General unsecured claims (Class 3), estimated at $44,536, will be paid 100% from the sale proceeds. Class 4 equity holders will receive a pro rata payment. 07-002 Redding Business Trust, based in Las Vegas, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 13-11151) on February 15, 2013. The Hon. Mike K. Nakagawa presides over the case. The Debtor is represented by Timothy P. Thomas, Esq., in Las Vegas, Nevada. 128 INCORPORATED: Confirmation of PMI's Liquidation Plan Affirmed ----------------------------------------------------------------- Judge Elizabeth A. Kovachevich of the United States District Court for the Middle District of Florida, Tampa Division, affirmed the bankruptcy court's orders confirming the chapter 11 plans of liquidation filed by Premium Mortgage, Inc., and denied the motion to dismiss or convert the appellants' banruptcy cases filed by the United States Trustee. The appellants, 128 Incorporated, West Edge, Inc., West Edge II, Inc., and Duval at Gulf Harbors, LLC, challenged the bankruptcy court's decision to confirm PMI's plans of liquidation, rather than convert the cases to chapter 7. The appellants argued that the bankruptcy court abused its discretion by: (1) failing to dismiss or convert the appellants' bankruptcy cases based on the appellants' failure to file amended chapter 11 plans prior to the November 12, 2015 deadline set by the bankruptcy court; (2) allowing PMI to withdraw its 1111(b) elections with respect to certain chapter 11 plans filed by the appellants; and (3) refusing to allow Camille Lurillo, Esq. to access $50,000.00 in the appellants' debtor-in-possession accounts to fund her retainer. Judge Kovachevich held that dismissal or conversion was not required pursuant to Section 1112(b) of the Bankruptcy Code. The judge explained that Section 1112(b)(4)(J) only applies if there has been a "failure to file a disclosure statement, or to file or confirm a plan, within the time fixed by this title or by order of the court." The judge found that the record demonstrates that there were plans and disclosure statements "on file" when the court considered the motion to dismiss or convert, namely the plans filed by PMI. Thus, Judge Kovachevich concluded that while the appellants may have missed the November 12, 2015 deadline to amend their chapter 11 plans, there were nevertheless plans and disclosure statements before the bankruptcy court when it conducted the December 3, 2015 hearing and, accordingly, by its own terms, Section 1112(b)(4)(J) did not require dismissal or conversion. Judge Kovachevich also held that the bankruptcy court did not err in permitting PMI to withdraw its 1111 (b) elections. The judge found that the amendments to the appellants' chapter 11 plans constituted "material alteration[s]" of the plans, such that PMI was authorized to withdraw its previous 1111 (b) elections. Lastly, Judge Kovachevich held that the bankruptcy court's decision to restrict Ms. Lurillo's access to the debtor-in-possession accounts was proper. The bankruptcy court was essentially faced with three options: (1) convert the cases to chapter 7; (2) confirm PMI's plans, which proposed to pay nearly 100% of unsecured claims; or (3) allow the estates to expend $50,000 to propose amended competing plans. Judge Kovachevich found that clearly, the third option was the least desirable, as it would have diminished the estates' cash position without providing creditors with any guarantee that the funds could be recovered. The case is 128 INCORPORATED, WEST EDGE II, INC., DUVAL AT GULF HARBORS, LLC, and WEST EDGE, INC., Appellants, v. PREMIUM MORTGAGE, INC. and MARK C. HEALY, PLAN ADMMINISTRATOR, Appellees, Case No. 8:16-cv-32-T-17 (M.D. Fla.). A full-text copy of Judge Kovachevich's August 16, 2016 order is available at https://is.gd/YQIsHa from Leagle.com. West Edge II, Inc., Duval at Gulf Harbors, LLC, West Edge, Inc. are represented by: Thomas A. Burns, Esq. BURNS, PA 301 West Platt Street, Suite 137 Tampa, FL 33606 Tel: (813)642-6350 Fax: (813)642-6350 Email: tburns@burnslawpa.com Mark C. Healy, Plan Admministrator is represented by: John L. Dicks, II, Esq. Steven R. Wirth, Esq. AKERMAN LLP 401 East Jackson Street, Suite 1700 Tampa, FL 33602 Tel: (813)223-7333 Fax: (813)223-2837 Email: john.dicks@akerman.com steven.wirth@akerman.com Premium Mortgage, Inc. is represented by: Steven R. Wirth, Esq. AKERMAN LLP 401 East Jackson Street, Suite 1700 Tampa, FL 33602 Email: steven.wirth@akerman.com About 128 Incorporated 128 Incorporated, based in New Port Richey, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 14-03688) on April 1, 2014. The Hon. Michael G. Williamson presides over the case. Buddy D. Ford, Esq., at Buddy D. Ford, P.A. serves as bankruptcy counsel. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Harry Pappas, president. 21ST CENTURY: Appoints William Spalding as President and CEO ------------------------------------------------------------ 21st Century Oncology Holdings, Inc., the largest global provider of integrated cancer care services, announced that its board of directors has appointed William (Bill) R. Spalding as president and CEO, effective immediately. He succeeds company founder Dr. Daniel Dosoretz, who will continue as a director and will transition to serving as a full-time senior physician with the company. Spalding, 58, was appointed a director of the company in May. He brings more than three decades of experience leading complex healthcare businesses and providing governance leadership. Dr. Dosoretz, a pioneer in cancer care, grew 21st Century Oncology into a global oncology network. Today, the company is the largest provider of radiation therapy in the U.S. "I am immensely proud of the organization we have built and the progress we have achieved," said Dr. Dosoretz. "Our integrated model is what the evolving health care market demands, and we possess the ingredients to further strengthen our position as the preeminent provider of cancer treatment. I wish Bill the best of luck in leading the company to continue to grow and thrive." "Dr. Dosoretz and his colleagues built a remarkable organization with unparalleled size, scale and relevance in the delivery of academic-quality, integrated cancer care," said Spalding. "With our distinct, integrated business model, we are well-positioned to build on this legacy in the evolving healthcare reform environment. I look forward to working with our employees, physicians and partners as we continue to focus on our unwavering commitment to serving our patients and to providing high quality, efficient care." Spalding was formerly chief executive officer of PharMEDium Healthcare Holdings from January 2014 through its sale to AmerisourceBergen Corporation in November 2015. Previously, he was executive vice president, strategy and managed care of CVS Caremark Corporation and executive vice president, strategic initiatives of Caremark Rx, Inc. Earlier in his career, Spalding was a senior partner and member of the policy committee and practice group leader at the international law firm, King and Spalding, LLP. In addition, besides serving as a director of PharMEDium Healthcare Holdings, Spalding is a board member for MedVantx Corporation, and previously served as a member of the SecureWorks Corp. board of directors and the Carter Presidential Center Board of Counselors. He received his Bachelor of Arts degree from Dartmouth College and Juris Doctor Degree from Washington & Lee University School of Law. Rob Rosner, board chairman of 21st Century Oncology and co-president of Vestar Capital Partners, said, "Dr. Dosoretz has made an indelible mark on the organization, and we are grateful to him for his passionate leadership, which laid the foundation for its growth and achievement of recognized preeminence in the industry. As we embark on our next phase of growth, we will rely on the experience, vision and leadership of Bill, who is a skilled health care executive and an established track record of growth and success." In conjunction with the CEO transition, the Board voted to reduce its size to six directors from eight. Dr. Howard Sheridan, director since 1988, and Erin Russell, director since February 2008, will transition from the Board. The Company also announced that Canada Pension Plan Investment Board (CPPIB), a professional investment management organization, has purchased an additional $25 million of preferred stock in the company. Pursuant to the terms of an Executive Employment Agreement, dated Sept. 8, 2016, by and between the Company and Mr. Spalding, Mr. Spalding will receive a minimum annual base salary of $500,000 and an annual performance-based incentive bonus with a target of not less than 200% of his base salary (provided that Mr. Spalding's target bonus will be $580,000 for 2016), to be earned based upon attainment of one or more pre-established performance goals set by the Company's board of directors or the compensation committee. Any earned bonus will be paid in accordance with the Company's annual incentive plan applicable to similarly situated executives of the Company and its subsidiaries, as in effect from time to time. Additional information is available for free from the SEC's website at https://is.gd/RurDz4 About 21st Century 21st Century Oncology, Inc., formerly known as Radiation Therapy Services, Inc. ("RTS") owns and operates radiation treatment facilities in the US and Latin America. 21st Century reported a net loss of $127 million on $1.07 billion of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $353 million on $1.01 billion of total revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $1.12 billion in total assets, $1.39 billion in total liabilities, $390 million in series A convertible redeemable preferred stock, $19.2 million in redeemable non-controlling interests and a total deficit of $675 million. * * * As reported by the TCR on Feb. 27, 2015, Moody's Investors Service upgraded 21st Century Oncology, Inc.'s Corporate Family Rating and Probability of Default Rating to B3 and B3-PD, respectively. The upgrade of the Corporate Family Rating to B3 and SGL to SGL-2 reflects the receipt of a $325 million preferred equity investment from the Canada Pension Plan Investment Board and subsequent debt reduction. As reported by the TCR on May 20, 2016, S&P Global Ratings lowered its corporate credit rating on 21st Century to 'CCC' from 'B-' and placed the rating on CreditWatch with negative implications. ACB RECEIVABLES: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: ACB Receivables Management, Inc. 19 Main Street Asbury Park, NJ 07712 Case No.: 16-27343 Chapter 11 Petition Date: September 9, 2016 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Hon. Christine M. Gravelle Debtor's Counsel: David A. Ast, Esq. DAVID ALAN AST, P.C. 222 Ridgedale Ave. PO Box 1309 Morristown, NJ 07962-1309 Tel: (973) 984-1300 Fax: (973) 984-1478 Email: davidast@davidastlaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Oleg Shnayderman, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/njb16-27343.pdf AEP INDUSTRIES: Moody's B2 Rating Unaffected by Sale ---------------------------------------------------- Moody's Investors Service said AEP Industries, Inc.'s (B2 stable) ratings and outlook are not immediately impacted by Berry Plastics Group, Inc.' (B1 under review for downgrade) announcement that it has entered into a definitive merger agreement to acquire all of the outstanding shares of AEP in a cash and stock transaction. AEP's debt is expected to be refinanced in the transaction which would result in the withdrawal of the ratings. However, if the debt is not refinanced or the deal does not close as proposed, Moody's will assess the rating impact, if any, based upon the facts and circumstance of the new terms. Montvale, New Jersey, based AEP Industries Inc. is a leading producer of polyethylene, polyvinyl chloride and polypropylene flexible packaging products. The company supplies plastic films, bags, sacks and labels for variety of industries including transportation, food and beverage, automotive, pharmaceutical, construction and agriculture. AEP has seven product lines: custom films (31% of total 2015 revenues), stretch (pallet) wrap (29%), food contact (15%), PROformance films (6%), printed and converted films (3%), canliners (13%) and other products and specialty films (3%). The primary resins used are PVC and polyethylene. AEP generates most of its sales in the United States and Canada. AEP's revenues totaled $1.1 billion for the twelve months ended April 30, 2016. AEROPOSTALE INC: PII Transfer Not Consistent with Privacy Policies ------------------------------------------------------------------ Warren E. Agin, the Consumer Privacy Ombudsman for Aeropostale, Inc., et al., filed a report with the United States Bankruptcy Court for the Southern District of New York saying the proposed transfer of the Personally Identifiable Information (PII) by the Debtors is not consistent with the Debtors' existing privacy policies. On July 29, 2016, the Debtors filed their Second Amended Joint Plan of Reorganization, which proposed a sale of all or a portion of the Debtors business assets through a public auction. The Debtors' proposed sale contemplates a transfer of PII in connection with that sale. The transaction also contemplates the Agents conducting inventory sales through physical stores and the Debtors' websites, and contemplates that the Agents have access to PII in connection with those sales. The names, addresses, e-mail addresses, and non-mobile telephone numbers constitute PII for purposes of Section 101(41A) of the Bankruptcy Code, as do the customers' mobile phone number, username and password, and IP addresses, when associated with a user's name, address, or e-mail address. The CPO reported that the proposed asset sale should be conditioned to protect Customer's rights in their information. Conditions should be placed on the buyer's receipt and use of Customer Information because the current privacy policies do not provide adequate notice to consumers of the potential for transfer of PII. The PCO added that the buyer should agree to (a) employ appropriate security controls and procedures (technical, operational, and managerial) to PII; (b) abide by all applicable laws and regulations with respect to PII; (c) agree to abide by the Debtor's privacy policies, and privacy related promises made in the Debtor's terms of service, in effect at the Petition Date and governing the specific PII; (d) and agree to respect all prior requests by an individual to opt-out from receipt of marketing messages. Absent prior express consent from a customer, the buyer's future use of PII should be limited to the purposes of continuing business operations and continuing to provide goods and services to the individual. 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, 2016, 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. AIR-1 FLIGHT: Case Summary & 4 Unsecured Creditors -------------------------------------------------- Debtor: Air-1 Flight Support, Inc. 500 University Drive, Suite 110 Jupiter, FL 33458 Case No.: 16-22207 Chapter 11 Petition Date: September 1, 2016 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Hon. Erik P. Kimball Debtor's Counsel: Brian K. McMahon, Esq. BRIAN K. MCMAHON, P.A. 1401 Forum Way, 6th Floor West Palm Beach, FL 33401 Tel: 561-478-2500 Fax: 561-478-3111 E-mail: briankmcmahon@gmail.com A copy of the Debtor's list of four unsecured creditors is available for free at http://bankrupt.com/misc/flsb16-22207.pdf The Debtor had filed an ex-parte motion to convert its Chapter 7 case to a case under Chapter 11 of the Bankruptcy Code. Since this case has not been previously converted, the Court finds that the Debtor is entitled to be a debtor under Chapter 11. The conversion order, as copy of which is available for free at -- https://is.gd/Vgz5qf -- was entered on Sept. 2, 2016. ALERIS INT'L: Moody's Affirms B3 CFR; Outlook Changed to Developing ------------------------------------------------------------------- Moody's Investors Service changed Aleris International Inc.'s outlook to developing from stable. At the same time, Moody's affirmed Aleris' B3 Corporate Family Rating, B3-PD Probability of Default Rating, B2 secured notes rating and Caa2 senior unsecured notes rating. The speculative grade liquidity rating of SGL-3 is unchanged. The change in outlook results from Aleris' announcement that it has entered into a definitive agreement to be acquired by Zhongwang USA LLC. Mr Liu Zhongtian is the majority owner and heads Zhongwang USA LLC. The transaction is valued at $2.33 billion, which is comprised of $1.11 billion in cash for equity plus $1.22 billion in net debt. At June 30, 2016, Aleris reported $1.32 billion in debt (prior to Moody's standard adjustments) and $75 million in cash. The developing outlook reflects the lack of clarity surrounding the acquisition in terms of how it will be financed, whether any change in control is triggered, and what the impact on Aleris' capital structure might be. Also captured in the outlook is the uncertainty surrounding the strategic objectives of Zhongwang USA LLC and execution on Aleris' growth strategy and investment requirements. The transaction remains subject to regulatory approvals and other closing conditions. Issuer: Aleris International Inc. Affirmations: Probability of Default Rating, Affirmed B3-PD Corporate Family Rating, Affirmed B3 Senior Secured Regular Bond/Debenture due 2021, Affirmed B2 (LGD3) Senior Unsecured Regular Bond/Debenture due 2020, Affirmed Caa2 (LGD5) Unchanged: Speculative Grade Liquidity Rating, unchanged at SGL-3 Outlook Actions: Outlook, Changed To Developing From Stable RATINGS RATIONALE Aleris' B3 CFR reflects the company's high leverage and weak debt protection metrics, as a result of pressure on performance in recent years from the aerospace inventory overhang, tightened scrap spreads and other challenges in the company's markets both in North America and Europe. In addition, major strategic investments have continued to result in negative free cash flow. While the downtrend in the company's performance appears to have bottomed, improvement in debt protection metrics and moderation in the leverage position are expected to occur only gradually through 2017 and into 2018. The rating considers Aleris' strong market position, end-market diversification and value added capabilities, particularly in aerospace and automotive products, as well as its long-term customer relationships and adequate liquidity. Upward rating movement is possible if the company can maintain leverage, as measured by the debt/EBITDA ratio of no more than 5x and EBIT/interest of at least 2x. The rating could be downgraded should debt/EBITDA be sustained above 5.5x. The principal methodology used in these ratings was Global Steel Industry published in October 2012. Headquartered in Beachwood, Ohio, Aleris is a global aluminum rolled products company with operations in North America, Europe and China. For the twelve months ended June 30, 2016, the company reported revenues of $2.8 billion. ALL WAYS PLUMBING: Hires Orantes Law Firm as Counsel ---------------------------------------------------- All Ways Plumbing, Inc., seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ the Orantes Law Firm as general insolvency counsel. The Debtor requires the Firm to: a. bring forward a plan of reorganization expeditiously, as well as provide the Debtor more general services, such as to advise the Debtor with respect to compliance with the requirements of the Office of the United States Trustee; b. advise the Debtor regarding matters of bankruptcy law, including its rights and remedies in regard to its assets and in regard to the claims of creditors; c. represent the Debtor in any proceeding or hearings on the Bankruptcy Court and in any action in any other court where the Debtor's right under the Bankruptcy Code may be litigated or affected , subject to the Firm's specific agreement; d. conduct examination to witness, claimants. or adverse parties and to prepare and assist in the preparation of reports, accounts, and pleadings related to this Chapter 11 case including reviewing, note drafting , monthly operating reports; e. advise the Debtor concerning the requirements of the Bankruptcy Court and applicable rules as the same affect Debtor in these proceedings; f. assist the Debtor in the negotiation, formulation, confirmation, and implementation of a Chapter 11 case; and g. take other action and perform other services as the Debtor may require of the firm in connection with this Chapter 11 case. Orantes lawyers and paralegals who will work on the Debtor's cases and their hourly rates are: Giovanni Orantes $500 Associates $250-$500 Claudia M. Hurtado, Paralegal $160 Kristy Lozoya, Paralegal $160 Andrea Castro, Paralegal $160 Norma Yacinthe, Paralegal $160 Starting on or about July 12, 2016, the Firm received $20,000 as a classic retainer (exclusive of the $1,717 filing). Of the initial $20,000, $5,000 was earned pre-petition, leaving a balance of $15,000. The Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Giovanni Orantes of Orantes 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 estates. The Firm may be reached at: Giovanni Orantes, Esq. Orantes Law Firm 3435 Wilshire Blvd., Suite 2920 Los Angeles, Ca 90010 Telephone: (213)389-4362 Facsimile: (877) 789-5776 E-mail: go@gobklaw.com About All Ways Plumbing?????? All Ways Plumbing, Inc. is a contractor that provides plumbing??? services and repairs for commercial and multi-dwelling real???estate. ??????The Debtor sought protection under Chapter 11 of the Bankruptcy??? Code (Bankr. C.D. Cal. Case No. 16-12103) on July 20, 2016.????The petition was signed by Edward Sias, president and managing officer. ??????At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $100,001 to $500,000. ALLISON TRANSMISSION: Fitch Affirms 'BB' IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed the Long-Term Issuer Default Ratings for Allison Transmission Holdings, Inc. (ALSN) and its subsidiary, Allison Transmission, Inc. (ATI) at 'BB'. In addition, Fitch has affirmed the ratings on ATI's secured Term Loan B-3 and secured revolving credit facility at 'BB+/RR1'. Fitch has also assigned an expected rating of 'BB(EXP)/RR4' to ATI's proposed issuance of senior unsecured notes. The Rating Outlooks for ALSN and ATI are Stable. KEY RATING DRIVERS The ratings of ALSN and ATI continue to be supported by the company's high margins and strong free cash flow (FCF), set against a backdrop of elevated leverage. ALSN continues to lead the global market for fully automatic transmissions for commercial vehicles, off-road machinery and military equipment. ALSN's market position in North America remains very strong, with 98% of the school buses and 77% of the medium-duty commercial trucks manufactured in the region delivered with the company's transmissions in 2015. In addition, 61% of the Class 8 straight trucks and 40% of the Class A motorhomes produced in North America in 2015 were manufactured with the company's transmissions. Unlike most Tier 1 suppliers, ALSN has a brand name that is recognized by end users, and its transmissions command a price premium in the market. Over time, Fitch expects the market for commercial vehicle automatic transmissions to grow in North America as truck operators increasingly choose automatic transmissions for increased fuel efficiency. Automatic transmissions also increase the pool of available drivers for end users, which is becoming increasingly important as driver turnover in the trucking industry remains high. Outside North America, ALSN's market position is significantly smaller, as the penetration of automatic transmissions in commercial vehicles remains relatively low. However, outside North America, acceptance of fully automatic transmissions is growing, particularly for certain types of vocational vehicles, such as buses and fire engines. This has been especially true in certain emerging markets like China and India, where ALSN is well positioned for future growth opportunities. Over the longer term, Fitch expects automatic transmissions to gain in popularity among commercial vehicle end users for many of the same reasons that automatic transmissions are increasingly used in North America. Fitch's concerns continue to include the heavy cyclicality of the global commercial vehicle and off-highway equipment markets, volatile raw material costs, the relative lack of global diversification in ALSN's current business mix, moderately high leverage and a concentrated debt maturity schedule. However, it is notable that the company's transmissions are tend to be used primarily in the vocational truck market, which is generally less cyclical than the Class 8 linehaul tractor market, as Class 8 linehaul tractors continue to be primarily delivered with manual transmissions. Nevertheless, a broad-based global downturn in commercial vehicle and off-road equipment production, more severe than the current depressed market, would put increased pressure ASLN's profitability and FCF. In addition, although the proposed refinancing transactions will spread ALSN's maturity schedule, it will still remain relatively concentrated over a couple of years. The refinancing of a portion of the term loan with proceeds from the proposed senior unsecured notes will help to diversify ALSN's capital structure, while pushing is significant maturities further into the future. Following several refinancings and credit facility amendments over the past four years, all of ALSN's debt has become concentrated in its single Term Loan B-3. As of June 30, 2016, a total of $2.4 billion principal remained outstanding on the loan. Amortization payments on the loan have only amounted to about $25 million per year, but the highly concentrated maturity schedule, with the majority of the loan coming due in 2019, has been a concern. The refinancing will reduce the amount of the final loan maturity, and the credit facility amendment will move it out to 2022, but it will remain a concern. However, the company will have the opportunity to prepay portions of the loan early, which could provide it with some flexibility in managing the final maturity. Fitch expects ALSN's EBITDA to remain in the mid-3x range over the intermediate term, while FFO adjusted leverage will likely rise to the high-3x range, both of which are somewhat elevated for the rating category. Both metrics will be pressured in the near term by lower earnings and cash flow resulting from relatively weak conditions in many of ALSN's global end markets. As of June 30, 2016, ALSN's EBITDA leverage, (debt/Fitch-calculated EBITDA), was 3.6x, while FFO adjusted leverage was 3.5x. However, despite the weakened end-market demand, ALSN's profitability has remained very strong by industry standards, with an EBITDA margin of 35.2% in the last 12 months (LTM) ended June 30, 2016. Although ALSN's leverage is high for its rating category, this is mitigated by the company's very strong profitability and FCF generation, which provides it with significant financial flexibility. Fitch expects ALSN to continue producing strong FCF over the intermediate term, with post-dividend FCF margins generally running in the high teens, which is strong for a capital goods-related supplier. ALSN's capital spending needs are relatively low, and Fitch expects its capital intensity (capital spending/revenue) to run in the 3% to 4% range over the intermediate term, which is roughly consistent with its actual range over the past several years. Fitch expects the company will deploy much of its post-dividend FCF toward share repurchases, with the potential for some further debt reduction as well. FCF after dividends in the LTM ended June 30, 2016 was $466 million, equal to a very strong 24.4% FCF margin, although, as noted, Fitch expects FCF margins to moderate somewhat going forward. With its strong FCF generating capability, Fitch expects ALSN's liquidity to remain adequate over the intermediate term. At June 30, 2016, ALSN had $364 million in cash and cash equivalents, with about 88% located in the U.S. This level of cash was higher than what the company usually carries, and Fitch expects the company's cash balance will likely decline toward a more typical level closer to $200 million over the intermediate term. In addition to its cash, ALSN's liquidity is bolstered by access to its $465 million secured revolver, which had $462 million available at June 30, 2016, after deducting $2.6 million for letters of credit backed by the facility. As part of the proposed refinancing transaction, the company plans to reduce the size of the revolver to $400 million, which will still provide the company with a significant liquidity buffer. Over the last couple of years, ALSN has begun returning more cash to shareholders through dividends and share repurchases. In the LTM ended June 30, 2016, the company paid a total of $103 million in common dividends and spent a net $280 million on share repurchases. The current share repurchase authorization was put in place in October 2014, allowing up to $500 million in repurchases through year-end 2016. Through June 30, 2016, ALSN had repurchased $398 million in shares under the repurchase authorization. Fitch expects that ALSN will continue to target most of its excess cash toward share repurchases, although Fitch also expects the company would pull back on repurchases if it needed to conserve liquidity. ALSN has drawn interest from several activist investors over the past two years, including ValueAct Capital, Longview Asset Management and Ashe Capital Management. According to ALSN's most recent proxy statement, ValueAct holds an 11% equity stake in the company, while Ashe and Longview hold stakes of 5.9% and 5.1%, respectively. ValueAct and Longview both have representatives on ALSN's Board of Directors, while earlier in 2016, Ashe nominated a director and put forward some governance proposals that it subsequently withdrew after ALSN made changes to its corporate bylaws. Although the influence of activists is a concern, Fitch does not believe the changes in governance that have resulted from the activists' involvement have been detrimental to the company's creditors. It is also mildly positive that ALSN was able to placate the activists' concerns without a drawn-out proxy fight. ALSN's pension obligations are modest, with an underfunded status of only $0.3 million as of year-end 2015. The company's salaried pension plan was closed to new entrants in 2007, and its hourly plan was closed to new entrants in 2008. Benefits for hourly employees who retired prior to Oct. 2, 2011, are covered under General Motors Company's hourly plan. Fitch does not view ALSN's pension obligations as a meaningful credit risk. The secured revolver and term loans that comprise ATI's credit facility are rated 'BB+/ RR1', one notch above ATI's IDR, due to their collateral coverage, which includes virtually all of ATI's assets. Fitch notes that property, plant, and equipment and intangible assets (including intellectual property) comprised $1.7 billion of the $4.5 billion in assets on ALSN's consolidated balance sheet at June 30, 2016. The proposed senior unsecured notes are rated 'BB(EXP)/RR4' reflecting Fitch's expectations of average recovery prospects in a distressed scenario. KEY ASSUMPTIONS -- Global end-market demand remains relatively weak through 2016, with some improvement in demand beginning in 2017 and further demand improvement in 2018 and 2019; -- Margins improve slightly over the intermediate term on improved production volumes, price increases and further cost efficiencies; -- The company's refinancing plans are completed as contemplated; -- Capital spending in 2016 is forecast at the midpoint of the company's guidance, and then runs at about 4% of revenue in following years; -- The company keeps roughly $150 million to $250 million in cash on its balance sheet, with excess cash used for share repurchases; -- The cash flow effects of any dividend rate increases are largely offset by a lower share count. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to a positive rating action include: -- A decline in Fitch-calculated EBITDA leverage to below 3.0x; -- An increase in the global diversification of its revenue base; -- Maintaining EBITDA and FCF margins at or above current levels; -- Continued positive FCF generation in a weakened demand environment. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- A sustained significant decline in EBITDA margins or an extended period of negative FCF; -- A competitive entry into the market that results in a significant market share loss; -- An increase in leverage to above 4.0x for a prolonged period; -- A merger or acquisition that results in higher leverage or lower margins over an extended period. Fitch has taken these actions: ALSN -- Long-Term IDR affirmed at 'BB'. ATI -- Long-Term IDR affirmed at 'BB'; -- Secured revolving credit facility rating affirmed at 'BB+/RR1'; -- Secured Term Loan B-3 rating affirmed at 'BB+/RR1'; -- Senior unsecured notes rating assigned at 'BB(EXP)/RR4'. The Rating Outlook for both ALSN and ATI is Stable. ALPHATEC HOLDINGS: Completes Sale of Int'l Business to Globus ------------------------------------------------------------- Alphatec Holdings, Inc., the parent company of Alphatec Spine, Inc., a provider of spinal fusion technologies, announced the completion of the sale of its international operations and distribution channel to Globus Medical (NYSE: GMED), a leading musculoskeletal implant manufacturer. With the closing of the transaction, the Company is now focused solely on the U.S. market, which Alphatec believes constitutes nearly 65% of the world's spinal fusion market. Over the past several years, the Company has focused its R&D programs and invested in the development of a leading, robust suite of products that are available to surgeons in the U.S. today-including Arsenal Degenerative, Arsenal Deformity and Battalion Universal Interbody. In addition, the Company has recently obtained U.S. clearance for its new XYcor Expandable Spinal Spacer System, which the Company plans to launch later this year. The Company also made significant progress through its initiative to outsource its manufacturing operations-reducing capital investment in equipment, partnering with valued suppliers to provide flexible capacity, while achieving unit level cost reductions and margin improvements. As a result, Alphatec believes it is now better positioned to compete more effectively in the marketplace, accelerate growth and continue to improve profitability. "Today marks the beginning of a new chapter for Alphatec," said Jim Corbett, president and chief executive officer of Alphatec Spine. "I am excited about the long-term prospects for the company as we pursue the U.S. spinal market with the resources we need to support continued investment in the commercialization of our robust product line. We have the right products, an exceptional team and a newly streamlined balance sheet to support our growth across the country, and we look forward to executing on our vision." Terms of the Transaction Globus acquired Alphatec's international operations and distribution channel for a purchase price of $80 million in cash. Globus will also provide Alphatec a five-year senior secured credit facility of up to $30 million. In addition, Alphatec has entered into a supply agreement through which Alphatec will supply its products to Globus for up to five years. New Capital Structure With the closing of this transaction, Alphatec believes that it can now establish a new capital structure that appropriately reflects the capital needs of its U.S.-focused business and positions the company for achieving future profitability. As part of the closing, Alphatec implemented the following related to this new capital structure: * Drew down $25M of the $30M credit facility from Globus upon closing; * Paid off the existing Deerfield credit facility balance and retired the credit facility; * Reduced the MidCap Financial term loan to a $5M balance; and * Reduced the MidCap Financial revolver commitment to $22.5M. With this, Alphatec expects to have paid down approximately $66 million of existing debt and debt-related expenses. Concurrent with this transaction, Deerfield Management Company, L.P. has utilized its cashless exercise provision under its warrant agreements, converting its warrants to purchase up to 11.45 million shares of common stock to approximately 3.2 million shares on a pre-reverse split basis. This will constitute approximately 269 thousand shares on a post-reverse split basis. As a reminder, on Aug. 25, 2016 the Company completed a one-for-twelve reverse stock split. "As a result of this transaction, we are able to improve Alphatec's forward-looking balance sheet by reducing our overall debt while providing the liquidity and reserves needed to invest in commercializing our robust product portfolio," said Mike O'Neill, Alphatec's chief financial officer. "The new term loan from Globus, in conjunction with a planned revolving line of credit from MidCap Financial, provides the company with credit facilities of up to $57.5 million, which will offer sufficient liquidity and appropriate financing to successfully support Alphatec's transition to a U.S. market based company. Upon closing, we estimate our total debt drawn will be approximately $45 million. I would like to thank Deerfield who has been an excellent partner and we appreciate the support that they have provided to the company through the years. I am also pleased that MidCap will remain as a lender and provide funding for the company going forward. I want to thank them for their continued commitment and support to Alphatec." The Company expects that its stronger financial foundation coupled with its strong product portfolio will support future investments in its capital instrument base each year. These investments will be used to drive the commercial expansion of its new product lines, which are expected to contribute substantially to its planned growth profile. In addition, the Company has already made substantial headway towards its goal of reducing its operating expenses by $20 million. The Company expects this to continue for the remainder of 2016 and into 2017, translating to positive cash flow and profitability in the back half of 2017. Effective as of the vlosing, the Company's employment of Mitsuo Asai, president of Alphatec Pacific, Inc., a wholly-owned subsidiary of the Company, terminated and he will continue as an employee of the Buyer. Additional information is available for free at: https://is.gd/H0gyeN About Alphatec Spine Alphatec Spine, Inc., a wholly owned subsidiary of Alphatec Holdings, Inc., is a global medical device company that designs, develops, manufactures and markets spinal fusion technology products and solutions for the treatment of spinal disorders associated with disease and degeneration, congenital deformities and trauma. The Company's mission is to improve lives by delivering advancements in spinal fusion technologies. The Company and its affiliates market products in the U.S. and internationally via a direct sales force and independent distributors. Additional information can be found at www.alphatecspine.com. About Globus Medical Globus Medical, Inc. is a leading musculoskeletal implant company based in Audubon, PA. The company was founded in 2003 by an experienced team of professionals with a shared vision to create products that enable surgeons to promote healing in patients with musculoskeletal disorders. Additional information can be accessed at www.globusmedical.com. About Alphatec Holdings Alphatec Holdings, Inc. is a medical technology company focused on the design, development and promotion of products for the surgical treatment of spine disorders. The Company has a comprehensive product portfolio and pipeline that addresses the cervical, thoracolumbar and intervertebral regions of the spine and covers a variety of spinal disorders and surgical procedures. Its principal product offerings are focused on the global market for fusion-based spinal disorder solutions. The Company believes that its products and systems are attractive to surgeons and patients due to enhanced product features and benefits that are designed to simplify surgical procedures and improve patient outcomes. Alphatec reported a net loss of $179 million in 2015, a net loss of $12.9 million in 2014 and a net loss of $82.2 million in 2013. As of June 30, 2016, Alphatec had $136 million in total assets, $183 million in total liabilities and a total stockholders' deficit of $46.4 million. Ernst & Young LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has recurring operating losses and has a working capital deficiency. In addition, the Company has not complied with certain covenants of loan agreements with its lenders and has significant debt obligations due in December 2016. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AMSCO STEEL: Creditors' Panel Hires HSSK for Valuation Analysis --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Amsco Steel Company, LLC and Pyndus Steel & Aluminum Co., Inc., seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to retain Hires HSSK, LLC to provide expert valuation analysis and testimony for the Committee. The Committee requires HSSK to: a. analyze business valuation; b. conduct fraud and financial forensics investigations; c. prepare reports as requested or required; d. provide expert testimony, as necessary or required; and e. other matters or services as may be necessary or appropriate. HSSK will be paid at these hourly rates: Principal $375-$500 Director/Managing Director $275-$350 Manager/Senior Manager $240-$265 Senior Associate $200-$225 Associate $185-$195 Paraprofessionals $90-$120 Jared C. Jordan will be the professional at HSSK primarily responsible for the representation of the Committee. Mr. Jordan's current hourly rate is $350. HSSK has agreed to a $5,000 retainer to begin work and will not, under any circumstances, bill the Debtors' Estates more than $10,000 unless agreed to and approved in writing by the Committee prior to incurring fees and expenses in an amount exceeding $10,000. HSSK will also be reimbursed for reasonable out-of-pocket expenses incurred. Jared C. Jordan, managing director of HSSK, 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. HSSK may be reached at: Jared C. Jordan HSSK, LLC 327 Congress, Suite 200 Austin, TX 78701 Phone: (512)355-1120 Fax: (713)759-0968 E-mail jjordan@hssk.com ??About AMSCO Steel?????? Before ceasing operations, AMSCO Steel Company, LLC, and Pyndus???Steel & Aluminum Co., Inc., were suppliers and processors of steel products for a wide variety of customers throughout the United States and Mexico.????AMSCO was formed in 1952 and was located in Fort Worth, Texas.???? AMSCO and Pyndus ceased operations on Oct. 30, 2015 and terminated all employees.??????AMSCO Steel and Pyndus Steel & Aluminum Co., Inc., sought???protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.???Tex. Lead Case No. 15-43239) on Aug. 10, 2015.????The cases are???assigned to Judge Russell F. Nelms. ??????In September 2015, the Debtor filed its schedules, disclosing???$3,758,449 in assets and $8,663,523 in debt.?????? The Debtors won approval to hire Forshey & Prostok, LLP, in Forth Worth, Texas, as counsel; SSG Advisors, LLC and Chiron Financial Group as investment bankers; Bourland, Wall & Wenzel, P.C., as special litigation counsel; and Mark M. Jones & Associates, P.C., as outside accountants. ??????The Creditors Committee won approval to hire David Grant Crooks of Fox Rotschild LLP, as counsel; and Calderone Advisory Group, LLC, as financial advisor. ANNIE'S GOURMET: Hires Corey B. Beck as Attorney ------------------------------------------------ Annie's Gourmet Parties, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Nevada to employ The Law Office of Corey B. Beck, PC as attorney under general retainer. The Debtor requires Corey B. Beck to: a. institute, prosecute or defend any lawsuits, adversary proceedings and/or contested matters arising out of this bankruptcy proceeding in which Debtor may be a party; b. assist in recovery and obtain necessary Court approval for recovery and liquidation of estate assets, and to assist in protecting and preserving the same where necessary; c. assist in determining the priorities and status of claims and in filing objections thereto where necessary; d. in applicable, assist in preparation of a disclosure statement and plan; e. advise the Debtor and perform all other legal services for the Debtor which may be or become necessary in this bankruptcy proceeding. Corey B. Beck PC will be paid at these hourly rates: Attorney $375 Paralegal $125 Corey B. Beck PC will also be reimbursed for reasonable out-of-pocket expenses incurred. Corey B. Beck, Esq., of The Law Office of Corey B. Beck, PC , assured the Court that the firm does not represent any interest adverse to the Debtor and its estates. Corey B. Beck, PC may be reached at: Corey B. Beck, Esq. The Law Office of Corey B. Beck, PC 425 South Sixth Street Las Vegas, NV 89101 Phone: (702)678-1999 About Annie's Gourmet Annie's Gourmet Parties, LLC filed a Chapter 11 bankruptcy petition (Bankr. D.Nev. Case No. 16-14384) on August 9, 2016. Corey B. Beck, Esq., at The Law Offices of Corey B. Beck, PC serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. APARTMENT INVESTMENT: Fitch Affirms 'BB' Preferred Stock Rating --------------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Ratings (IDR) of Apartment Investment and Management Company (NYSE: AIV) and its operating partnership, AIMCO Properties, L.P. (collectively AIMCO or the company) at 'BBB-'. The Rating Outlook is Stable. KEY RATING DRIVERS Key factors supporting the ratings include the material improvement in leverage and fixed-charge coverage, as well as the creation of a sizable pool of unencumbered assets. Fitch expects each to stabilize around current levels throughout the rating horizon. Below-average financial flexibility relative to peers as a result of the small absolute size of the company's unencumbered pool and fewer capital sources given the secured-only borrowing strategy balance these strengths. LEVERAGE AND COVERAGE IMPROVED; EXPECTED TO STABILIZE Fitch expects AIV to maintain leverage between 6x-7x through business cycles, likely trending towards the lower end of the range through 2018 given Fitch's expectation for positive albeit moderating fundamentals. AIV reduced leverage from a peak of 9.2x at Dec. 31, 2010, to 7.5x at Dec. 31, 2014, and 6.7x for the trailing 12 months (TTM) ended June 30, 2016. Asset sales, market-driven recurring operating EBITDA growth and equity issuance drove the improvement. Fitch defines leverage as debt less readily available cash to recurring operating EBITDA. Fixed-charge coverage (FCC) has also improved and Fitch expects modest improvements through 2018 to above 2.5x as compared to 2.3x for 2015, 2.0x for 2014, 1.9x for 2013 and 1.7x for 2012. Fitch defines FCC as recurring operating EBITDA less recurring maintenance capital expenditures to total cash interest incurred and preferred dividends. ASSET UNENCUMBRANCE SUPPORTS RATINGS AIV had an unencumbered pool totaling 23 properties (or 13% of all consolidated properties) with an estimated stressed value of approximately $800 million at second quarter 2016 (2Q16) assuming a through-the-cycle capitalization rate of its TTM unencumbered net operating income (NOI). Growth in the company's unencumbered pool was a primary driver behind the upgrade in 2015. AIV had only three unencumbered properties when Fitch initiated ratings in 2Q13. The pool provides adequate contingent liquidity coverage to the generally small and episodic amounts of recourse debt from borrowings under AIV's revolving credit facility. The pool's value exceeds the full $600 million available under the company's unsecured revolver, though not by the 2x coverage of total unsecured debt that is common within Fitch's investment-grade rated REIT portfolio. A line balance of that magnitude is not within Fitch's expectations and if it were to occur could result in negative rating momentum, absent growth in the unencumbered pool. Fitch does not expect the size of the pool will grow markedly from current levels and it continues to comprise only a small fraction of the overall portfolio. AIV's unencumbered asset coverage of unsecured debt (UA/UD) was not meaningful given that the line had only $161 million drawn at June 30, 2016. Coverage was 7x of the average revolver balance since 1999 and 16x of the average revolver balance since 2009. UNCOMMON BORROWING STRATEGY FOR RATED REIT ISSUER AIV has a publicly stated strategy of financing via asset-level non-recourse amortizing mortgages which is common for REITs generally given the depth of the commercial real estate mortgage market but uncommon for investment-grade rated REITs. The implications of AIV's strategy are mixed. The lack of recourse debt, save for periodic and modest draws on the line of credit, reduces the probability of a default, while the unencumbered pool improves recovery prospects in the unlikely event of a default. Conversely, maintaining investment-grade ratings may be a lower priority for AIV given fewer commercial incentives to do so. The corporate rating has only an indirect effect on access to capital; since AIV does not plan to issue long-term unsecured debt, the less critical role sponsor quality plays in mortgage lender underwriting and the limited effect on interest expense (and therefore funds from operation and net income), as rating changes would only impact line of credit pricing. WELL-LADDERED DEBT MATURITIES BUT LIQUIDITY DEFICIT AIV maintains sufficient liquidity driven by its staggered debt maturities, the meaningful amounts of principal amortization on mortgages, and dividend payout policies. Approximately 22% of AIV's debt will be repaid via amortization, thereby reducing refinancing risk. In addition, AIV's dividends have comprised 50%-60% of adjusted funds from operations (AFFO) and 80%-90% of AFFO after mortgage amortization, allowing the company to retain meaningful amounts of internally generally liquidity. However, AIV is projected to operate with a liquidity deficit (0.8x) for the period July 1, 2016, through Dec. 31, 2017, assuming no access to external capital. The deficit is driven principally by development and redevelopment expenditures and higher borrowings under the revolving credit facility, though Fitch expects AIV will manage through via refinancing mortgages and receiving incremental proceeds and additional asset sales. As AIV's mortgages have significant amortization, they typically mature with below-market loan-to-value ratios, thus incremental proceeds upon refinancing should be highly likely. Fitch defines liquidity coverage as sources (unrestricted cash, availability under the $600 million revolving credit facility due 2017, committed and undrawn construction financing and retained cash flow from operations after dividends) to uses (debt maturities and amortization, remaining development and redevelopment expenditures and recurring maintenance capital expenditures). AVERAGE PORTFOLIO QUALITY, IMPROVING AIV's portfolio quality continues to improve as the company disposes of its affordable segment and recycles capital from weaker assets (principally those in markets with below-average demographics or limited constraints on new supply) and into higher quality assets via its pair-trade strategy that identifies a specific disposition to offset any acquisition. For example, acquisitions in 2015 had rents averaging $3,188 per month upon stabilization and an implied value of $430,000 per unit as compared to dispositions at $1,041 per month and $105,000 per unit. Fitch views AIV's portfolio as average relative to its public peers when measured by average rent per unit, enterprise value per unit and implied cap rate. Nonetheless, many of the public peers are rated 'BBB' or 'BBB+' by Fitch, thus indicating that in isolation from all other credit factors, AIV's portfolio quality alone would be consistent with a higher rating. STABLE OUTLOOK The Stable Outlook reflects Fitch's expectation that while key metrics and portfolio quality may continue to improve on the margin, the majority of the improvements have been completed. Moreover, absent a material balancing between the unencumbered and encumbered pools, positive momentum in the ratings is unlikely. PREFERRED STOCK NOTCHING The two-notch differential between AIV's IDR and preferred stock rating is consistent with Fitch's criteria for corporate entities with an IDR of 'BBB-'. Based on Fitch Research on 'Treatment and Notching of Hybrids in Nonfinancial Corporate and REIT Credit Analysis', these preferred securities are deeply subordinated and have loss absorption elements that would likely result in poor recoveries in the event of a corporate default. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for AIV include: -- Operating fundamentals remain positive but decelerate to with SSNOI growth in the low- to mid-single digits; -- Operating margins remain consistent with prior years; -- AIV completes in-progress developments and redevelopments and spends $75 million per year thereafter in capital expenditures above and beyond recurring maintenance capex; -- AIV does not change its financing strategy and continues to refinance most secured debt maturities while unencumbering a modest number of properties. RATING SENSITIVITIES The ratings assume no change to AIV's financing strategy and that AIV will not have recourse debt beyond normal use of its revolving credit facility. A change or expected change in financing strategy could result in a change to the ratings and/or Outlook. Moreover, Fitch does not envision positive momentum in the ratings and/or Outlook given the relative size of the unencumbered pool and Fitch's expectation that AIV will not access the unsecured bond market, in contrast to all other investment-grade rated REITs. However, the issuer's asset class and portfolio quality are consistent with higher ratings if matched with material improvements to contingent liquidity and financial flexibility via an expansion in the unencumbered pool and access to the unsecured bond market. These factors may have a negative impact on the company's ratings and/or Outlook: -- Fitch's expectation of leverage sustaining above 7.5x (6.6x as of June 30, 2016,); -- Fitch's expectation of fixed-charge coverage sustaining below 2.0x (2.4x for the LTM ended June 30, 2016); -- The encumbrance of or a material deterioration in the value of the unencumbered asset pool. FULL LIST OF RATING ACTIONS Fitch has affirmed the ratings as: Apartment Investment and Management Company -- Issuer Default Rating (IDR) at 'BBB-'; -- Secured revolving credit facility at 'BBB-'; -- Preferred stock at 'BB'. AIMCO Properties, L.P. -- IDR at 'BBB-'; -- Secured revolving credit facility at 'BBB- '. The Rating Outlook is Stable. ARC MANAGEMENT: Case Summary & 9 Unsecured Creditors ---------------------------------------------------- Debtor: ARC Management, Corp. Suite 216 PMB 166 B5 Calle Tabonuco GUAYNABO, PR 00959 Case No.: 16-07238 Chapter 11 Petition Date: September 9, 2016 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Hon. Enrique S. Lamoutte Inclan Debtor's Counsel: Jesus Enrique Batista Sanchez, Esq. THE BATISTA LAW GROUP, PSC Cond Midtown Center 420 Juan Ponce De Leon Ave, Suite 901 San Juan, PR 00918 Tel: 787-620-2856 Fax: 787-620-2854 E-mail: jesus.batista@batistalawgroup.com Total Assets: $1.38 million Total Debts: $1.48 million The petition was signed by Angel Cintron, president. A copy of the Debtor's list of nine unsecured creditors is available for free at http://bankrupt.com/misc/prb16-07238.pdf ARCH COAL: Seeks Extension of Exclusive Plan Filing Thru Oct. 7 --------------------------------------------------------------- BankruptcyData.com reported that Arch Coal filed with the U.S. Bankruptcy Court a motion for an order extending the Debtors' exclusive period during which the Company can file a plan from September 7, 2016 to October 7, 2016. The motion explains, "The Debtors' demonstrated progress in resolving many issues that have arisen since the Petition Date justifies the requested extension of the Debtors' Exclusive Filing Period. The Debtors have already taken numerous major steps in these reorganization proceedings, including filing the Plan and Disclosure Statement and soliciting votes thereon, and are on track to confirm the Plan at the Confirmation Hearing in accordance with the RSA milestones. The Plan is the product of extensive negotiations between the Debtors and their various constituencies and takes into account the complexity of the Debtors' businesses. While the Debtors remain confident that the Plan will be confirmed on Sept. 13, 2016, to the extent confirmation is delayed, an extension of the Exclusive Filing Period would allow the Debtors time to resolve any intervening issues and confirm the Plan, which enjoys support from key creditor groups." About Arch Coal Founded in 1969, Arch Coal, Inc., is a producer and marketer of coal in the United States, with operations and coal reserves in each of the major coal-producing regions of the Country. As of January 2016, it was the second-largest holder of coal reserves in the United States, owning or controlling over five billion tons of proven and probable reserves. As of the Petition Date, Arch employed approximately 4,600 full and part-time employees. Arch Coal, Inc., and 71 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to 16-40191) on Jan. 11, 2016. The petition was signed by Robert G. Jones as senior vice president-law, general counsel and secretary. The Debtors disclosed total assets of $5.84 billion and total debt of $6.45 billion. Judge Charles E. Rendlen III has been assigned the case. The Debtors have engaged Davis Polk & Wardwell LLP as counsel, Bryan Cave LLP as local counsel, FTI Consulting, Inc. as restructuring advisor, PJT Partners as investment banker, and Prime Clerk LLC as notice, claims and solicitation agent. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee has retained Kramer Levin Naftalis & Frankel LLP as counsel; Spencer Fane LLP as local counsel; Berkeley Research Group, LLC as financial advisor; Jefferies LLC as investment banker; and Blackacre LLC as coal consultant. ARCH COAL: Various Parties Oppose Plan Confirmation --------------------------------------------------- BankruptcyData.com reported that multiple parties -- including the U.S. Trustee assigned to the Arch Coal case, Union Pacific Railroad Company and Kentucky Utilities Company -- filed with the U.S. Bankruptcy Court separate objections to Arch Coal's Third Amended Joint Plan of Reorganization. The Trustee asserts, "The Plan should not be confirmed for two reasons. First, the Plan unlawfully extends exculpation coverage to non-estate fiduciaries. Second, the Plan provides for the payment of attorney fees for indenture trustees of unsecured debt. The Code does not allow for the fees to be paid as administrative expenses as proposed in the Plan. The legal authority for such payment, the priority of such payment, and the amount of the fees to be paid should be clearly stated in the Plan." 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. ARICENT TECHNOLOGIES: Moody's Lowers CFR to B3, Outlook Stable -------------------------------------------------------------- Moody's Investors Service downgraded Aricent Technologies corporate family rating to B3 from B2. Moody's also downgraded Aricent's probability of default rating to B3-PD from B2-PD, downgraded the first lien credit facilities (revolver and term loan) to B2 from B1, and downgraded the second lien term loan to Caa2 from Caa1. The outlook remains stable. RATINGS RATIONALE The downgrade of the CFR reflects a worsened credit profile evidenced by significant negative revenue and EBITDA trends in its largest communications vertical, which could lead to a possible financial covenant breach over the next six months. The rating also reflects the company's high adjusted debt to EBITDA leverage of about 6x (Moody's adjusted and giving some credit for synergies) and small scale with lower cash flow than many rated IT services peers. The ratings are supported by favorable industry dynamics with the trend towards outsourcing (particularly for the semiconductor and software verticals), good EBITDA margins of about 20% (albeit below historical norms). Moody's also recognizes that a possible financial covenant breach in FY 2017 could be remedied with an equity cure from its equity owners. Moody's views Aricent's liquidity as adequate, as of June 30, 2016, with cash and investments of about $74 million and an undrawn $75 million revolver that matures in 2019. Over the next 12 months Moody's expects Aricent to generate positive free cash flow ("FCF"). Additionally, over the next 12 months, Moody's anticipates significant availability under the revolver. However, we highlight Aricent's senior secured credit facilities contain one financial maintenance covenant: Total net leverage ratio of 6.25x, which steps down to 5.5x on September 30, 2016. The ratio for the second lien term loan is set at 0.5x wider. At June 30, 2016, the company's senior secured leverage under its credit agreement was 4.96x. Moody's expects Aricent to remain in compliance, albeit barely, with its financial maintenance requirement over the next 12 months. However, if breached and not remedied (i.e., most likely via an equity cure in Moody's opinion) it will significantly limit liquidity. The first lien term loan amortizes about 1% per annum, with a bullet due at maturity in 2021. The second lien term loan does not amortize and matures in 2022. The stable outlook reflects Moody's expectation that Aricent will generate annual revenue growth in the low-single digits through FYE March 2017. Moody's also anticipates FCF to debt in the low single digits during this period. The ratings could be upgraded if Aricent were to demonstrate double digit organic revenue growth, FCF to debt in the mid-single digits, and adjusted debt to EBITDA of less than 5x on a sustained basis. The ratings could experience downward rating pressure if revenue declines persist, liquidity deteriorates further (e.g., negative FCF), there was a loss of a couple of major customers, adjusted debt to EBITDA exceeds 7x on a sustained basis or the company implements more aggressive financial policies, such as debt funded dividends. These ratings were downgraded: Issuer -- Aricent Technologies ("Aricent") Corporate Family Rating - B3 from B2 Probability of Default Rating - B3-PD from B2-PD First lien Revolving Credit Facility: - B2 (LGD 3) from B1 (LGD 3) First Lien Term Loan Credit Facility - B2 (LGD 3) from B1 (LGD 3) Second Lien Term Loan Credit Facility - Caa2 (LGD 5) from Caa1 (LGD 5) Outlook, Stable The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Aricent Technologies is a global outsourced provider of R&D engineering services and software solutions principally to the communications industry. The company is majority owned by Kohlberg Kravis Roberts. Revenues for FY 2016 were about $612 million. ARMAND EXTERMINATING: Hires White-Boyd as Attorney -------------------------------------------------- Armand Exterminating, Inc, d/b/a Armand Professional Services, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ White-Boyd Law, P.A. as attorney to the Debtor. Armand Exterminating requires White-Boyd to: a. give advice to the Debtor with respect to its powers and duties as a debtor in possession and the continued management of its business operations; b. advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of court; c. prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interest of the Debtor in all matters pending before the bankruptcy court; and e. represent the Debtor in negotiation with its creditors in the preparation of a plan. Nadine V. White-Boyd, member of the law firm of White-Boyd Law, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. White-Boyd can be reached at: Nadine V. White-Boyd, Esq. WHITE-BOYD LAW, P.A. 5589 Okeechobee Blvd., Suite 103 West Palm Beach, FL 33417 Tel: (561) 351-6895 E-mail: nvwboyd@aol.com About Armand Exterminating Armand Exterminating, Inc., aka Armand Professional Services, Inc., based in Royal Palm Beach, FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 16-21903) on August 29, 2016. The Hon. Erik P. Kimball presides over the case. Nadine V. White-Boyd, Esq., at White-Boyd Law, P.A., serves 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 Scott B. Armand, president. No official committee of unsecured creditors has been appointed in the case. ASHBURY HILLSIDE: Ch.11 Trustee Hires C&G for Development Analysis ------------------------------------------------------------------ Kevin R. McCarthy, the Chapter 11 Trustee for Ashbury Hillside, LLC, asks the U.S. Bankruptcy Court for the Eastern District of Virginia for permission to employ David G. Thompson and C&G Consultants, LLC to provide development analysis services. The Debtor owns approximately 64.46 acres (the "Property"), more or less, of undeveloped land in western Loudoun County, Virginia along State Route 718. The bulk of the Property is subject to a conservation easement in favor of the Northern Virginia Conservation Trust. The Property's location and topography, together with applicable land-use restrictions, give rise to significant development challenges, which, in turn, create significant uncertainty as to the value of the Property and whether the Trustee should endeavor to maximize value for the estate's creditors and other parties in interest by attempting to develop the Property, sell the Property "as is," or follow some other disposition strategy. Among the significant issues relating to whether and how the Trustee should proceed with marketing or developing the Property, is whether the value of the Property and its development potential would be enhanced by the acquisition of the bulk of an adjoining parcel of land known as the Bettis Parcel, containing approximately 19.92 acres, more or less. In order to decide on the best development and/or marketing strategy, the Trustee believes it is important that he obtain an appraisal supported by a development analysis and development cost estimates regarding both the Property and the Bettis Property, based upon different scenarios and assumptions. The Trustee has by separate application sought to engage Norman Myers, MAI, and Myers Appraisal Services to provide the estate with appraisal services regarding the Debtor's real property. The Trustee requires Thompson to provide the Development Analysis in support of Myers' appraisal work. C&G shall be paid at the rate of $85.00 per hour. Total hourly billings, not to include reimbursable expenses, shall not exceed $3,200 for the three distinct options. More options may be provided up to the $3,200 limitation. Additional work, as directed by Ashbury, shall be performed at the hourly rate. C&G will also be reimbursed for reasonable out-of-pocket expenses incurred. David G. Thompson, director of business development for C&G Consultants, LLC assured the Court that his 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. C&G can be reached at: David G. Thompson C&G Consultants, LLC 9305 Viridian Drive Manassas, VA 20110 Phone: 703.626.0385 About Ashbury Hillside?????? Three alleged creditors filed an involuntary Chapter 11 petition for Ashbury Hillside, LLC (Bankr. E.D. Va. Case No. 15-11801) on May 26, 2015. ??????The petitioning creditors are Joseph Bane, Jr., Warren R. Stein PC and PSD, LLC.????The creditors tapped as counsel David J. McClure, Esq., at McClure & Bruggemann.?????? Kevin R. McCarthy, serves as the Chapter 11 trustee of the Debtor. Stephen E. Leach, Esq. of Hirschler Fleisher P.C. represents the Chapter 11 Trustee. ASPEN MERGER: S&P Assigns 'B' CCR, Outlook Stable ------------------------------------------------- S&P Global Ratings assigned its 'B' corporate credit rating to Bellevue, Wash.-based Aspen Merger Sub Inc. (to become Coinstar LLC upon completion of the transaction). The outlook is stable. At the same time, S&P assigned a 'B' issue-level rating and '3' recovery rating to the company's $610 million first-lien secured credit facility, which consists of a $75 million revolver due 2021 and $535 million first-lien term loan due 2023. The '3' recovery rating reflects S&P's expectation for meaningful recovery in the event of default, at the lower end of the 50% to 70% range. S&P also assigned a 'CCC+' issue-level rating and '6' recovery rating to the company's $135 million second-lien term loan due 2024. The '6' recovery rating indicates S&P's expectation for negligible (0% to 10%) recovery. "The rating reflects the company's participation in a concentrated industry that is highly dependent on host-retail partners and credit unions for revenues. Coinstar has a small revenue and EBITDA base and is burdened by a highly leveraged capital structure," said credit analyst Adam Melvin. "Still, the largely non-cyclical nature of the coin-counting industry, Coinstars' sizeable footprint, minimal regulatory risk, and above-average margins support its stable operating performance." The stable outlook reflects S&P's expectation for modest improvement of credit protection measures as the company grows through domestic and international kiosk expansion and continue its growth strategy to optimize its kiosk footprint and improve its cost structure through scale. With operational growth and modest debt reduction, S&P expects leverage to decline in the low- to mid-5x area by 2017. S&P could consider a negative rating action if competitive pressures in the coin counting industry intensifies and contribute to weaker credit metrics or the company fails to successfully optimize its kiosk footprint through its growth strategy, hurting the company's margins. This could cause leverage to increase over 6.0x or maintain interest coverage below 3.0x. Though unlikely based on current full-year 2017 assumptions, S&P could lower the rating if the company's EBITDA margin fails to improve as a result of a decline in demand because of price increases, unfavorable fee arrangements, and/or poor execution of its international expansion strategy. S&P could consider a positive rating action if the company exceeds S&P's base-case expectations, such that leverage declines and remains below 4.5x and S&P believes the likelihood of material debt-financed dividends is low despite private equity ownership. In this scenario, the company substantially benefits from expanding its host relationships coupled with realizing growth through additional revenue generating opportunities, such as other gift card options within its kiosks, or successfully expanding its international footprint could lead to an upgrade. AVERY LAND: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Avery Land Group, LLC fdba Kingman Farms, LLC 8912 Spanish Ridge Ave Las Vegas, NV 89148-1312 Case No.: 16-14995 Chapter 11 Petition Date: September 9, 2016 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. August B. Landis Debtor's Counsel: Brett A. Axelrod, Esq. FOX ROTHSCHILD LLP 1980 Festival Plaza Drive Ste 700 Las Vegas, NV 89135 Tel: (702) 262-6899 Fax: (702) 597-5503 E-mail: baxelrod@foxrothschild.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by James M. Rhodes, manager. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nvb16-14995.pdf AZMM LLC: Hires Ogden Murphy as Counsel --------------------------------------- AZMM, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Washington to employ Ogden Murphy Wallace, PLLC as counsel to the Debtor. AZMM, LLC requires Ogden Murphy to: a. review and analyze the Debtor's financial situation; b. prepare and file the bankruptcy petition and related documents as required under federal law; c. represent the Debtor at the initial Debtor interview and first meeting of Creditors; d. represent the Debtor at hearings regarding any and all contested motions filed in the main bankruptcy case; and e. represent the Debtor with regard to provision of ongoing advice related to the Debtor's bankruptcy case and related matters. Ogden Murphy will be paid at these hourly rates: William F. Malaier, Jr. $380 Associate $205-$280 Ogden Murphy will be paid a retainer in the amount of $10,000, plus filing fee of $1,717. Ogden Murphy will also be reimbursed for reasonable out-of-pocket expenses incurred. William F. Malaier, Jr., Ogden Murphy Wallace, PLLC, 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 estates. Ogden Murphy can be reached at: William F. Malaier, Jr., Esq. OGDEN MURPHY WALLACE, PLLC 901 Fifth Avenue, Suite 3500 Seattle, WA 98164-2008 Tel: (206) 447-7000 Fax: (206) 447-0215 E-mail: wmalaier@omwlaw.com About AZMM, LLC AZMM, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Wash. Case No. 16-14118) on August 10, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by William F. Malaier, Jr., Esq. at Ogden Murphy Wallace, PLLC. No official committee of unsecured creditors has been appointed in the case. BATTALION RESOURCES: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Battalion Resources, LLC 16-18917 P.O. Box 4186 Parker, CO 80134-1447 Storm Cat Energy (USA) Operating Corporation 16-18920 P.O. Box 4186 Parker, CO 80134-1447 Storm Cat Energy (Powder River), LLC 16-18922 Storm Cat Energy Acquisitions, LLC 16-18925 Chapter 11 Petition Date: September 8, 2016 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Thomas B. McNamara (Case No. 16-18917) Hon. Elizabeth E. Brown (Case No. 16-18920) Debtors' Counsel: Theodore J. Hartl, Esq. LINDQUIST & VENNUM LLP - DENVER 600 17th St. Suite 1800 South Denver, CO 80202 Tel: 303-573-5900 Email: thartl@lindquist.com Total Total Assets Liabilities --------- ----------- Battalion Resources $3.53M $83.41M Storm Cat Energy (USA) $931,740 $77.57M The petitions were signed by Christopher M. Naro, chief financial officer. A copy of Battalion Resources's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cob16-18917.pdf A copy of Storm Cat Energy (USA)'s list of 15 unsecured creditors is available for free at: http://bankrupt.com/misc/cob16-18920.pdf BEASLEY BROADCAST: S&P Assigns 'B+' CCR, Outlook Stable ------------------------------------------------------- S&P Global Ratings said that it assigned its 'B+' corporate credit rating to Naples, Fla.-based Beasley Broadcast Group Inc. and its subsidiary Beasley Mezzanine Holdings LLC. The rating outlook is stable. At the same time, S&P assigned its 'B+' issue-level rating and '3' recovery rating to Beasley Mezzanine's proposed $20 million revolving credit facility due 2021 and $265 million term loan B due 2023. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; upper half of the range) recovery of principal and accrued interest for lenders in the event of a payment default. The ratings are based on preliminary terms and are subject to review upon receipt of final documentation. "Our 'B+' corporate credit rating reflects Beasley's relatively smaller size, geographic concentration on the U.S. East Coast, lack of meaningful diversification outside of radio broadcasting, and the secular pressures affecting radio advertising," said S&P Global Ratings' credit analyst Heidi Zhang. "The rating also reflects the company's aggressive financial risk profile, which results from the increased debt in the capital structure due to Beasley's acquisition of Greater Media Group Inc.'s radio broadcasting assets." The stable rating outlook on Beasley reflects S&P's expectation that the company will maintain adequate liquidity over the next year, with adjusted leverage declining to the mid-4x area due to excess debt repayment. S&P could consider a downgrade if deterioration in operating performance or integration issues causes the company's deleveraging to stall, with leverage staying in the high-4x area over the next year. S&P could also lower the corporate credit rating if the margin of EBITDA covenant compliance falls below 15%. Although unlikely, S&P could raise the rating if the company reduces leverage below 4x and commits to maintaining lower leverage over the long term while maintaining adequate liquidity. S&P could also raise the rating if the company meaningfully diversifies its business, expands its EBITDA margins, or the radio industry returns to some modest pace of sustainable growth. BEASLEY MEZZANINE: Moody's Assigns B2 CFR, Outlook Stable --------------------------------------------------------- Moody's Investors Service assigned a B2 corporate family rating to Beasley Mezzanine Holdings, LLC and a B3-PD Probability of Default Rating. Moody's also assigned a B1 rating to the $20 million Senior Secured Revolving Credit facility and to the $265 million Senior Secured Term Loan. The proceeds from the transaction, together with balance sheet cash and an issuance of common stock by Beasley totaling approximately $300 million will be used towards the purchase of Greater Media, Inc.'s radio broadcasting assets, refinance debt at both entities and pay transaction fees and expenses. Moody's also assigned a SGL-2 Speculative Liquidity Rating. The outlook is stable. Issuer: Beasley Mezzanine Holdings, LLC Assigned: Corporate Family Rating: Assigned B2 Probability of Default Rating: Assigned B3-PD Speculative Grade Liquidity Rating: Assigned SGL-2 NEW $20 million Senior Secured Revolving Credit Facility Assigned B1, LGD3 NEW $265 million Senior Secured Term Loan B Facility: Assigned B1, LGD3 Outlook: Outlook is Stable RATINGS RATIONALE The B2 corporate family rating reflects Beasley's high leverage, the mature and cyclical nature of radio advertising demand, the small size of the company, the risks associated with the relatively large pending acquisition and the strong position that the combined company will have in some of the better radio markets along the US eastern seaboard, partially offset by some concentration in 3 key DMA's. Greater Media is targeting execution of $7.9 million in cost savings prior to closing of the transaction, of which 75% has been implemented to date. Additional expense reductions are also targeted post-closing and are expected to be relatively easy to execute. The company expects to derive some station and geographic synergies from the acquisition, as both Beasley and Greater Media have strong presence in Philadelphia, Boston and Charlotte DMAs, with the consolidated entity expecting to have a #1 or #2 position in these strong markets, while deriving over 50% of its revenue from these three markets combined. In addition, both Beasley and Greater Media maintain leading positions within smaller markets where they operate, though difficulties in the Detroit market have led to recent changes to station format, which results are yet to be seen. Beasley expects over time to bring Greater Media's station operating margins higher towards those of Beasley, and Moody's expects the company to be able to execute most of these planned cost initiatives and achieve budgeted results over the next 12 months. Beasley is family controlled and operated with public shares outstanding, with management having communicated their commitment to de-levering. Moody's expects gross debt-to-EBITDA leverage to decline to mid-5x over the next 12 to 18 months (incorporating Moody's standard adjustments), further aided by 50% excess cash flow sweep starting in 2017 with leverage-based step downs. Moody's expects the company to achieve this de-levering over the next 12-18 months via the positive impact of election year advertising in 2016, using the larger station portfolio to target an incrementally broader advertising base along with pending execution of cost-savings and using proceeds from the Charlotte asset divestiture. The company's management is committed to de-levering, aiming towards below 4x net leverage (prior to any Moody's standard adjustments). Moody's expects minimal top-line growth over the longer term, due to the stagnant nature of the radio advertising industry and the competition for listener airtime with other forms of media. Moody's also expects continued need for cost management that the Beasley family has successfully executed previously over the course of the most recent 2008 economic downturn. Moody's operating performance forecast incorporates maintenance of mid-to-high single-digit free cash flow to debt ratios, and minimal usage of the company's revolving credit facility. The ratings for the debt instruments reflect all loan proposed capital structure and the dominance of the proposed rated debt as part of the capital structure. Moody's rates the first lien senior secured revolver and term loan B1 (LGD3), in line with the CFR. The revolver is pari passu with the term loan, and both are secured on a first priority basis by all the capital stock and substantially all tangible and intangible assets of Beasley Mezzanine Holdings and each guarantor. The guarantors include the parent company, Beasley Broadcast Group, Inc., and all current and future domestic material subsidiaries of Beasley Broadcast Group. Beasley's SGL-2 Speculative Grade Liquidity rating reflects Moody's expectation for good liquidity over the next 12-18 months, with minimal usage of the revolving credit facility and good free cash flow to debt ratios in the mid-to-high single digits. Moody's expects the company to maintain at least $5 million of cash balances over the next 12 months. The term loan amortizes 1% annually and the company is required to make mandatory prepayments in the form of a 50% excess cash flow sweep (with eventual step downs to 25% and 0% dependent on the Total Net Leverage Ratio). The stable outlook reflects Moody's view that revenue will grow minimally over the next 12-18 months, in line with for the overall radio industry. Moody's expects the company to continue de-levering over the next 12-18 months per its plans, while maintaining good cashflow and liquidity. The outlook does not incorporate significant shareholder distributions or debt financed acquisitions that would increase debt-to-EBITDA above 6.0x (including Moody's standard adjustments). Ratings could be upgraded if the company's revenue base grows materially in excess of its peers, increasing its local market-share and using its improved profitability towards de-levering. Ratings could be upgraded if debt-to-EBITDA is sustained comfortably below 4.5x (including Moody's standard adjustments) with free cash flow-to-debt above 10%. Ratings could be downgraded if the company's revenues decline materially relative to its peers, with debt-to-EBITDA sustained above 6.0x (including Moody's standard adjustments) and free cash flow-to-debt remaining below 5%. The principal methodology used in these ratings was Global Broadcast and Advertising Related Industries published in May 2012. Beasley Mezzanine Holdings, LLC will own and operate 73 radio stations and related websites across 16 markets following closure of its acquisition of radio broadcasting assets of Greater Media, Inc. The company's station portfolio will be located across the eastern seaboard of the United States, with major contributions to revenue from the Philadelphia, Boston and Charlotte markets. The company is publicly traded and family controlled by the Beasley family via a dual-class share structure. Pre-acquisition, the Beasley family controlled 97% of all voting power of Beasley based on all classes of outstanding stock. Subsequent to the acquisition, former Beasley shareholders will own 81% of the combined company, and former Greater Media shareholders will own 19%, with Greater Media shareholders having the right to appoint one of nine directors to Beasley's Board of Directors. The Beasley family will maintain 94.4% voting power share subsequent to the acquisition. On a pro-forma consolidating basis, the combined Beasley company has earned $263 million in revenues for last twelve months ending June 30, 2016. BEAZER HOMES: Fitch Affirms 'B-' IDR & Revises Outlook to Stable ---------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) of Beazer Homes USA, Inc. (NYSE: BZH) at 'B-'. The Rating Outlook has been revised to Stable from Negative. Fitch has also assigned a 'B-/RR4' rating to BZH's proposed offering of $300 million senior unsecured notes due 2022. The company intends to use the net proceeds from the notes offering to fund the repayment of its $300 million 6.625% senior secured notes due 2018. TENDER OFFER BZH has commenced a tender offer for any and all of its 6.625% senior secured notes due 2018. The company is offering a tender consideration of $988 for every $1,000 and an early tender payment of $30. The early tender offer expires on Sept. 20, 2016, and the tender offer will expire on Oct. 5, 2016, unless extended or earlier terminated by the company. The tender offer is subject to the receipt of at least $300 million in gross proceeds from one or more offerings of senior notes on terms reasonably acceptable to the company. Notes that are not tendered and accepted for payment pursuant to the tender offer will remain obligations of the company and are expected to be redeemed as soon as practical following the early settlement date for the tender offer. The senior secured notes are callable at 101.656%. STABLE OUTLOOK In May 2016, Fitch revised BZH's Rating Outlook to Negative from Stable, reflecting the agency's concern regarding the company's meaningful debt maturities in 2018 and 2019 and the company's ability to refinance these maturities at reasonable terms. The proposed offering alleviates Fitch's concern regarding refinancing risk. The revision of the Outlook to Stable from Negative also reflects management's willingness to address its debt maturities well ahead of their scheduled due dates. KEY RATING DRIVERS The rating for BZH is based on the company's execution of its business model in the current moderately recovering housing environment, land policies, and geographic diversity. BZH's rating is also supported by the company's improving credit metrics. Risk factors include the cyclical nature of the homebuilding industry, the company's high debt load and, although improving, still weak credit metrics (particularly its high leverage), BZH's underperformance relative to its peers in certain operational and financial categories, and its current over-exposure to the credit-challenged entry level market (approximately 60% of BZH's customers are first-time home buyers). DELEVERAGING STRATEGY BZH had total debt of $1.43 billion at June 30, 2016, compared with $1.53 billion at Sept. 30, 2015. BZH has accelerated its deleveraging strategy and intends to reduce debt by about $150 million during FY16 and by an additional $100 million through FY18. Fitch projects leverage will settle around 9.0x at the end of FY16 and at or below 8.0x at the conclusion of FY17. Fitch expects interest coverage will be 1.3x - 1.8x during the next 12 - 18 months. MEANINGFUL DEBT MATURITIES IN 2019 On a pro forma basis, the company will have no meaningful debt maturities until 2019, when $537 million of senior unsecured notes become due. With the proposed senior unsecured notes offering and the redemption of the existing senior secured notes, the company will meaningfully increase its ability to issue secured debt in the event that the unsecured debt markets are constrained. BZH's bond indentures/credit agreements allow for a secured debt basket of the greater of $700 million or 40% of consolidated tangible assets (CTA). Fitch estimates that the secured debt basket under the company's bond indentures was roughly $900 million as of June 30, 2016. Taking into account the company's $145 million first-lien revolver and $72.5 million senior secured (2nd lien) term loan, BZH can incur up to an additional $680 million of secured debt that it can potentially use to refinance its 2019 maturities. GENERALLY IMPROVING HOUSING MARKET The housing recovery is expected to continue in 2016 after four years of a moderate recovery. A robust economy, healthy job creation, demographics, pent-up demand, steep rent increases, and further moderation in lending standards should stimulate housing activity. Housing starts should approximate 1.21 million with single-family volume of 0.797 million and multifamily starts of 0.413 million. New home sales should reach 574,000, up 14.6%. Existing home volume growth should be low-single digit (+3.0%). Average and median home prices should rise 3.0% - 3.5%, higher than earlier forecasts because of still-tight inventories. Fitch believes 2017 could prove to be almost a mirror image of 2016. Real economic growth should be similar, although overall inflation should be more pronounced. Interest rates will rise further but demographics and employment growth should be at least as positive in 2017. First-time buyers will continue to gradually represent a higher portion of housing purchases as qualification standards loosen further. Land and labor costs will inflate more rapidly than materials costs. Housing starts should total 1.311 million. Single-family volume should expand 10% to 877,000, while multifamily starts grow 5% to 434,000. New home sales should reach 640,000, up 11.5%. Existing home sales should gain 4% to 5.625 million. Average and median home prices should expand 2.0% - 2.5% in 2017. KEY ASSUMPTIONS -- BZH completes the proposed notes offering and repays its existing 6.625% senior secured notes; -- Industry single-family housing starts improve 11.5%, while new and existing home sales grow 14.6% and 3%, respectively, in 2016; Fitch expects the housing upcycle to continue in 2017, with single-family starts forecast to improve 10% and new and existing home sales increase 11.5% and 4%, respectively. -- BZH's homebuilding revenues advance in the low to mid-teens during FY16; -- EBITDA margins expand 25 bps - 50 bps during FY16 compared with FY15; -- Land and development spending this year will be lower compared with FY15; -- The company generates cash flow from operations of $75 million - $125 million during FY16; -- Debt to EBITDA settles at around 9.0x and interest coverage is roughly 1.4x by the end of FY16. RATING SENSITIVITIES Negative rating actions may occur if BZH does not successfully execute on the proposed notes offering at reasonable terms. Negative rating actions could also occur if the company is unable to favorably refinance its 2019 debt maturities well ahead of their due dates, leading to a meaningfully diminished liquidity position. Moreover, Fitch may consider negative rating actions if the company's credit metrics deteriorate from current levels, including debt to EBITDA consistently above 10x and interest coverage below 1x. BZH's ratings are constrained in the intermediate term due to weak credit metrics and high leverage. However, positive rating actions may be considered if the recovery in housing is maintained and is meaningfully better than Fitch's current outlook, BZH shows continuous improvement in credit metrics (particularly debt to EBITDA consistently below 8x and interest coverage above 2x), and the company preserves a healthy liquidity position. FULL LIST OF RATING ACTIONS Fitch has affirmed these ratings for Beazer Homes USA, Inc.: -- Long-Term IDR at 'B-'; -- Secured revolver at 'BB-/RR1; -- Second lien secured notes at 'BB-/RR1'; -- Second lien secured term loan at 'BB-/RR1'; -- Junior subordinated debt at 'CCC/RR6'. Fitch has also upgraded theis rating for BZH: -- Senior unsecured notes to 'B-/RR4' from 'CCC+/RR5'. Fitch has also assigned a 'B-/RR4' rating to BZH's proposed offering of $300 million senior unsecured notes due 2022. The Rating Outlook has been revised to Stable from Negative. The Recovery Rating (RR) of 'RR1' on BZH's secured credit revolving credit facility, second-lien secured notes and secured term loan indicates outstanding recovery prospects for holders of these debt issues. The 'RR4' on BZH's senior unsecured notes indicates average recovery prospects for holders of these debt issues. BZH's exposure to claims made pursuant to performance bonds and joint venture debt and the possibility that part of these contingent liabilities would have a claim against the company's assets were considered in determining the recovery for the unsecured debtholders. The 'RR6' on the company's junior subordinated notes indicates poor recovery prospects for holders of these debt issues in a default scenario. Fitch applied a liquidation value analysis for these Recovery Ratings. BEAZER HOMES: Moody's Rates New $300MM Unsec. Notes Due 2022 'B3' ----------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Beazer Homes USA, Inc.'s proposed $300 million senior unsecured notes due 2022. The proceeds of the notes will be used to retire Beazer's $300 million of senior secured notes due 2018. Following this transaction the preponderance of debt in the capital structure will now be unsecured and as a result, the ratings on the company's existing senior unsecured notes are being upgraded to B3 from Caa1. Beazer's B3 Corporate Family Rating and B3-PD Probability of Default Rating remain unchanged and its outlook remains positive. The following rating actions were taken: -- Proposed $300 million senior unsecured notes, assigned B3 (LGD4); -- $325 million (face value) 5.75% senior unsecured notes, upgraded to B3 (LGD4) from Caa1 (LGD5); -- $200 million (face value) 7.25% senior unsecured notes, upgraded to B3 (LGD4) from Caa1 (LGD5); -- $200 million (face value) 7.5% senior unsecured notes, upgraded to B3 (LGD4) from Caa1 (LGD5); -- $250 million (face value) 9.125% senior unsecured notes, upgraded to B3 (LGD4) from Caa1 (LGD5). LGD Adjustment: -- $140 million (face value) senior secured term loan, adjusted to LGD1 from LGD2 RATINGS RATIONALE The B3 Corporate Family Rating (CFR) considers Beazer's historically high homebuilding debt to capitalization ratio (69% at June 30, 2016), weak homebuilding interest coverage (1.2x for TTM ended June 30, 2016), and lower gross margins (17.6% for TTM ended June 30, 2016) when compared to many of its peers. Moody's expects gross margins will remain under pressure in fiscal 2016 relative to the prior year due to higher restart costs from the activation of land previously held for development. Also, in order to successfully refinance its 2016 maturity, Beazer increased speculative home sales, which are generally associated with lower margins. However, pressures on margins are expected to subside in 2017 and 2018 as speculative home sales decrease and the newly activated land parcels begin to generate more normalized margins, bringing gross margins closer to 17.8%. At the same time, the B3 CFR and positive outlook take into consideration the expected improvement in the aforementioned homebuilding credit metrics as Beazer executes on its plan to aggressively reduce debt and achieves its 2B-10 plan goals. Moody's expects that Beazer will have reduced debt by $250 million through the end of fiscal year 2018 - inclusive of $121 million already retired in fiscal 2016 - through mandatory amortization of its term loan and voluntary purchases of its senior notes. As a result, by the end of 2018 homebuilding debt to book capitalization will be below 62% and homebuilding EBIT interest coverage will surpass 2.0x. Additionally, the B3 CFR considers Beazer's nationally diversified geographic footprint and large size. As part of the ongoing fulfillment of its 2B-10 plan, we project Beazer to exceed $2 billion in annualized revenues in the next 18 months. The CFR is further supported by the continued recovery in the housing market. The Speculative-Grade Liquidity (SGL) Rating of SGL-2 reflects Beazer's good liquidity profile and takes into consideration internal liquidity, external liquidity, covenant compliance, and alternate liquidity. Internal liquidity is supported by $127 million of cash on hand at June 30, 2016 and Moody's expectation that the company will generate over $200 million of positive free cash flow in 2016. External liquidity is bolstered by a $145 million secured revolving credit facility due in January of 2018 that had no advances outstanding and $115 million of availability at June 30, 2016 after considering letters of credit. The company is subject to several covenants as part of its credit facility, but Moody's expects the company to maintain comfortable headroom under each over the next 12 months. While some of Beazer's debt is secured, its inventory of approximately $1.7 billion at June 30, 2016 indicates that alternative sources of liquidity are available through land sales. The positive rating outlook reflects Moody's expectation that Beazer's key credit metrics will improve over the next 12 to 18 months as it aggressively continues to reduce debt and executes on its 2B-10 plan. For the Corporate Family Rating to be upgraded to B2 from B3, Beazer needs to demonstrate consistent positive financial performance and lower its debt over the next 12 months. The ratings could be upgraded if Beazer's homebuilding debt to capitalization ratio trends towards 60% on a projected basis and its homebuilding interest coverage (defined as homebuilding EBIT to interest incurred) trends towards 2.0x on a projected basis while maintaining good liquidity and continuing to be profitable. The ratings could be downgraded if Beazer's homebuilding debt to capitalization exceeds 70% for an extended period of time and homebuilding interest coverage (defined as homebuilding EBIT to interest incurred) declines below 1.0x. The ratings could also be downgraded if liquidity deteriorates. The principal methodology used in these ratings was Homebuilding And Property Development Industry published in April 2015. Headquartered in Atlanta, Georgia, Beazer Homes USA, Inc. has a presence in 15 states across three geographic regions and targets entry-level, move-up and retirement-oriented home buyers. Total revenues and consolidated net income from continuing operations for the last twelve month period ended June 30, 2016 were approximately $1.8 billion and $362 million, respectively. BENJAMIN HALL: Unsecureds to Get $120,000 Under Ch. 11 Plan ----------------------------------------------------------- Benjamin L. Hall, Jr., filed with the U.S. Bankruptcy Court for the District of Massachusetts a third amended disclosure statement dated Sept. 6, 2016, which provides for these payments to holders of Class 3 General Unsecured Claims: (i) Year 1: $39,071, with $14,335 being paid within 10 days of the Confirmation date; and (ii) the balance be paid over the remaining 60 months of the Plan as follows: Year 2: $44,284; Year 3: $20,731; Year 4: $20,472; Year 5: $20,213. The Plan provides for the application of all net proceeds totaling $797,654.36 derived from the sales of the sale of the properties in 110 North 4th Street, Edgartown, Massachusetts 110 North 5th Street, Edgartown, Massachusetts, to the MVSB Obligation. In addition, the Debtor will devote all of his net income from Seagate, Inc., his insurance business and law practice for a period five years or until all allowed claims are paid in full and provided present value compensation, whichever occurs sooner. The Debtor holds a total of 48% of the shares of stock of Seagate. A full-text copy of the Third Amended Disclosure Statement is available at http://bankrupt.com/misc/15-10973-306.pdf The bankruptcy case is in re BENJAMIN L. HALL, JR., Case No. 15-10973 (Bankr. D. Mass.). Alexander L. Cataldo, Esq., in Boston, Massachusetts, represents the Debtor. BH SUTTON: Hires Meridian as Real Estate Broker ----------------------------------------------- BH Sutton Mezz LLC and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of New York to employ Meridian Capital Group LLC as real estate broker for the Debtors. The Debtors require Meridian to: a. create an offering memorandum with full color photography and analysis evidencing the site potential as it exists and future expanded development potential to buyers globally and domestically; b. identify potential buyers; c. disseminate offering materials globally and domestically; d. publish in press globally and domestically; e. maintain an on-line data room and secured website to control the flow of information to all credible bidders and their designated and duly registered agents; f. communicate with the Debtors and other interested parties in these cases regarding the marketing and sale process; g. provide written updates to the Debtors; h. appear in Court, as may be necessary or required; and i. assist with purchase and sale negotiations and closing. The Debtor and Meridian has agreed to a commission of 0.5% of the total purchase of the Assets in the form of a buyer???s premium. Aaron Birnbaum, senior managing director of Meridian Capital Group 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. Meridian may be reached at: Aaron Birnbaum Meridian Capital Group LLC One Battery Park Plaza, 26th Floor New York, NY 10004 Phone: 212-972-3600 Fax: 212-612-0100 About BH Sutton Mezz LLC and ???????????????????????????????????? Sutton 58 Owner LLC New York City-based BH Sutton Mezz LLC filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 16-10455) on Feb. 26, 2016. The petition was signed by Herman Carlinsky, president.????The Hon. Sean H. Lane presides over the case.????Joseph S. Maniscalco, Esq., at Lamonica Herbst & Maniscalco, LLP, represents BH Sutton in its restructuring effort.????The Debtor estimated assets at $100 million to $500 million and debts at $10 million to $50 million. Sutton 58 Owner LLC filed a separate Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-10834) on April 6, 2016.????Sutton Owner estimated assets at $100 million to $500 million and debts at $100 million to $500 million.????Sutton Owner's business consists of the ownership and operation of these real properties: (a) 428, 430 and 432 East 58th Street, New York, New York, 10022, including all air rights and inclusionary air rights related thereto; and (b) the cooperative apartments identified as 1R, 2D and 2N located at 504 Merrick Road, Lynbrook, New York 11583.????Sutton Owner seeks to retain Joseph S. Maniscalco, Esq., and Jordan C. Pilevsky, Esq., at Lamonica Herbst & Maniscalco, LLP, as its counsel. Both cases are jointly administered. BILL BARRETT: Franklin, et al., Hold 4.2% Stake as of Aug. 31 ------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Franklin Resources, Inc., Charles B. Johnson and Rupert H. Johnson, Jr. disclosed that as of Aug. 31, 2016, they beneficially own 2,500,000 shares of common stock of Bill Barrett Corporation representing 4.2 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://is.gd/Qb11KF About Bill Barrett Bill Barrett Corporation is an independent energy company that develops, acquires and explores for oil and natural gas resources. All of the Company's assets and operations are located in the Rocky Mountain region of the United States. Bill Barrett reported a net loss of $488 million in 2015 following net income of $15.08 million in 2014. As of June 30, 2016, Bill Barret had $1.34 billion in total assets, $809 million in total liabilities, and $534 million in total stockholders' equity. * * * As reported by the TCR on June 10, 2016, Moody's Investors Service affirmed Bill Barrett Corporation's (Bill Barrett) Caa2 Corporate Family Rating (CFR) and revised the Probability of Default Rating (PDR) to 'Caa2-PD/LD' from 'Caa2-PD.' "Bill Barrett's debt for equity exchange achieved some reduction in its overall debt burden, but the company's cash flow and leverage metrics continue to remain challenged as its hedges roll off in 2017," commented Amol Joshi, Moody's Vice President. BONANZA CREEK: S&P Raises CCR to 'CC', Outlook Negative ------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on U.S.-based oil and gas exploration and production company Bonanza Creek Energy Inc. to 'CC' from 'D'. The rating outlook is negative. At the same time, S&P raised its issue-level rating on the company's senior unsecured debt to 'CC' from 'D'. The recovery rating is unchanged at '6', indicating S&P's expectation for negligible (0%-10%) recovery of principal in the event of a payment default. "The upgrade follows the company's announcement that it has made the interest payment on its unsecured notes due 2023 within the 30 day grace period," said S&P Global Ratings' credit analyst Daniel Krauss, CFA. The ratings reflect Bonanza Creek's heightened default risk in the next few months, given its upcoming semiannual $16.9 million interest payment on the $500 million unsecured notes. The ratings also reflect S&P's view that, despite having sufficient cash balances to make this payment, Bonanza Creek may elect not to make the next interest payment as it did in August with the $300 million unsecured notes. The company is also overdrawn on its revolving credit facility by $73 million as of June 30, 2016, and it is subject to roughly $15 million in monthly deficiency payments through November. S&P believes the borrowing base will be further reduced at the upcoming fall redetermination. "The negative rating outlook reflects the potential the we could lower our corporate credit rating on Bonanza Creek to 'D' within the next few months if the company doesn't makes its upcoming interest or deficiency payments in a timely manner," said Mr. Krauss. "We could also lower the rating if the company completes a debt exchange, which we view as distressed." S&P could raise the rating if the company meets its upcoming obligations, and S&P no longer viewed a default as a virtual certainty within the next 12 months. BREITBURN ENERGY: U.S. Trustee & Committee Oppose Incentive Plan ---------------------------------------------------------------- BankruptcyData.com reported that the U.S. Trustee assigned to the Breitburn Energy Partners case filed with the U.S. Bankruptcy Court an objection to the Debtors' motion for an order approving bonus programs for certain key employees. The objection explains, "The Debtors have not met their burden to show that the KEIP (defined below), which seeks to pay cash awards to their most senior executives, is not a retention plan governed by Section 503(c)(1) of the Bankruptcy Code. Nor is it clear from the Motion and accompanying declaration whether the proposed metrics are truly incentivizing and difficult to achieve. Further, the KEIP should not be approved in its current form under Section 503(c)(3) because there is no evidence that the insiders would not perform their fiduciary duties and do the work necessary to maximize the value of the estates irrespective of the proposed bonuses. The information provided regarding the KEP is also deficient. The KEP fails to disclose the amount of the bonuses to be awarded or the titles and job descriptions of the participants. Without this information it is not possible for the Court, the United States Trustee and other parties-in-interest to determine whether any of the KEP participants are insiders and whether the proposed bonus plans should be evaluated under Section 503(c)(1). Finally, the KEP is to be paid at the discretion of the Board of Directors and/or Compensation Committee, with no enumerated criteria or Court oversight." The official committee of unsecured creditors also filed a separate objection to the same motion. About Breitburn Energy Breitburn Energy Partners LP and 21 of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11390) on May 15, 2016, listing assets of $4.71 billion and liabilities of $3.41 billion. Breitburn Energy et al., are an independent oil and gas partnership engaged in the acquisition, exploitation and development of oil and natural gas properties, Midstream Assets, and a combination of ethane, propane, butane and natural gasolines that when removed from natural gas become liquid under various levels of higher pressure and lower temperature, in the United States. The Debtors conduct their operations through Breitburn Parent's wholly-owned subsidiary, Breitburn Operating LP, and BOLP's general partner, Breitburn Operating GP LLC. The Debtors have engaged Weil Gotshal & Manges LLP as counsel, Alvarez & Marsal North America, LLC as financial advisor, Lazard Freres & Co. LLC as investment banker, PricewaterhouseCoopers as auditor and tax advisor and Prime Clerk LLC as claims and noticing agent. Curtis, Mallet-Prevost, Colt & Mosle LLP serves as their conflicts counsel. The cases are pending before the Honorable Stuart M. Bernstein. The U.S. trustee for Region 2 appointed three creditors of Breitburn Energy Partners LP and its affiliates to serve on the official committee of unsecured creditors. The committee retained Milbank, Tweed, Hadley & McCloy LLP as its legal counsel. BRIGHT MOUNTAIN: Recurring Losses Raises Going Concern Doubt ------------------------------------------------------------ Bright Mountain Media, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $531,907 on $336,042 of product sales for the three months ended June 30, 2016, compared with a net loss of $387,776 on $323,848 of product sales for the same period in the prior year. The Company's balance sheet at June 30, 2016, showed $2.03 million in total assets, $612,026 in total liabilities, and a stockholders' equity of $1.42 million. The Company sustained a net loss of $1,180,864 and used cash in operating activities of $911,503 for the six months ended June 30, 2016. The Company had an accumulated deficit of $7,338,619 at June 30, 2016. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company's continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from related parties to sustain its current level of operations. A copy of the Form 10-Q is available at: https://is.gd/5lIT01 Based in Boca Raton, Fla., Bright Mountain Media, Inc., a media holding company, owns and manages Websites in the United States. It operates through two segments, Product Sales and Services. The company develops Websites, which provide information and news to military, law enforcement, first responders, and other public sector employees; and information, including originally written news content, blogs, forums, career information, and videos. BURCON NUTRASCIENCE: Shareholders Elect Seven Directors ------------------------------------------------------- Burcon NutraScience Corporation announced the results from its 2016 annual meeting of shareholders held on Sept. 8, 2016. All of the seven nominees set out in Burcon's management proxy circular dated July 25, 2016, proposed by management for election to the board of directors at the Meeting were elected to the board, namely: Allan Yap, Rosanna Chau, David Lorne John Tyrrell, Alan Chan, Matthew Hall, Douglas J. Gilpin and Peter H. Kappel. Each director elected will hold office until the conclusion of the next annual meeting of shareholders of Burcon or until his or her successor is elected or appointed, unless his or her office is earlier vacated in accordance with Burcon's by-laws or with the provisions of the Business Corporations Act (Yukon). About Burcon NutraScience Headquartered in Vancouver, Canada, Burcon NutraScience Corporation has developed a portfolio of composition, application, and process patents originating from its core protein extraction and purification technology. The Company's patented processes utilize inexpensive oilseed meals and other plant-based sources for the production of purified plant proteins that exhibit certain nutritional, functional and nutraceutical profiles. Burcon NutraScience reported a net loss of C$6.56 million on C$106,390 of revenue for the year ended March 31, 2016, compared to a net loss of C$6.57 million on C$105,387 of revenue for the year ended March 31, 2015. As of June 30,2016, Burcon had C$5.12 million in total assets, C$2.45 million in total liabilities and C$2.67 million in shareholders' equity. BURGI ENGINEERS: Hires Hegger as Corporate Counsel -------------------------------------------------- Burgi Engineers, LLC, and Burgi Corporation seek authority from the U.S. Bankruptcy Court for the District of Montana to employ Hegger Law Firm as special legal counsel to the Debtors. Burgi Engineers requires Hegger to counsel and represent locally with regard to corporate matters including customer and vendor contract review, employee matters, intellectual property protection, and corporate organization and governance. Hegger will be paid at the hourly rate of $275. Hegger will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard Hegger, member of the Hegger 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 Debtors and their estates. Hegger can be reached at: Richard Hegger, Esq. HEGGER LAW FIRM 655 W Reserve Drive Kalispell, MT 59901 Tel: (406) 758-7534 About Burgi Corporation Burgi Corporation, based in Columbia Falls, MT, filed a Chapter 11 petition (Bankr. D. Mont. Case No. 16-60771) on July 28, 2016. The Hon. Ralph B. Kirscher presides over the case. Maggie W Stein, Esq., at Goodrich & Reely, PLLC, serves as bankruptcy counsel. In its petition, the Debtor estimated $532,282 in assets and $1.08 million in liabilities. The petition was signed by Robert Burgi, president. No official committee of unsecured creditors has been appointed in the case. C & S COMPANY: Hires David J. Winterton as Counsel -------------------------------------------------- C & S Company seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ David J. Winterton & Assoc., Ltd. as counsel to the Debtor. C & S Company requires David J. Winterton to attend hearings, file required schedules and papers, prepare disclosure statement and plan of reorganization, counsel the Debtor, and other representation necessary to reorganize the Debtor. David J. Winterton will be paid at these hourly rates: Attorneys $250-$400 Paralegal $150 David J. Winterton will also be reimbursed for reasonable out-of-pocket expenses incurred. David J. Winterton, member of the law firm of David J. Winterton & Assoc., Ltd., 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 estates. David J. Winterton can be reached at: David J. Winterton, Esq. DAVID J. WINTERTON & ASSOC., LTD. 1140 N. Town Center Drive, Suite 120 Las Vegas, NV 89144 Tel: (702) 363-0317 Fax: (702) 363-1630 E-mail: david@davidwinterton.com About C & S Company C & S Company, based in North Las Vegas, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-14155) on July 28, 2016. The Hon. Laurel E. Davis presides over the case. David J. Winterton, Esq., at David Winterton & Associates, Ltd., serves as counsel. In its petition, the Debtor estimated $120,000 to $2.42 million in both assets and liabilities. The petition was signed by Stacey Lindburg, president. No official committee of unsecured creditors has been appointed in the case. CAESARS ENTERTAINMENT: Apollo, TPG Offered $250MM for Deal ---------------------------------------------------------- Steven Church, writing for Bloomberg News, reported that Apollo Global Management LLC and TPG Capital offered to pay $250 million to help get Caesars Entertainment Operating Co. out of bankruptcy, according to two Apollo executives, contradicting claims that the casino company's private-equity sponsors refused to spend their own money to make peace with creditors. According to the report, a mediator working to foster agreement between bondholders and parent company Caesars Entertainment Corp. asked Apollo and TPG whether they "would fund up to $250 million to reach a 'best and final' deal" that paid the bondholders 58 percent of what they are owed, Apollo executives Marc J. Rowan and David B. Sambur said in a filing in Chicago federal court. The mediator "was advised that the sponsors would provide the incremental funding," the report related, citing Rowan and Sambur as saying in the filing, which asks U.S. Bankruptcy Judge A. Benjamin Goldgar to block the bondholders' request for personal financial information. Settlement talks involving Rowan and Sambur in August failed to produce a deal, the report further related, citing the filing. The executives said the bondholders demanded "several times" the $250 million offered, the report said. Bloomberg recalled that in August, Judge Goldgar complained that the private equity firms, which control Las Vegas-based Caesars, were seeking to use bankruptcy to get a "free ride" past potential damages in bondholder lawsuits related to the operating company's collapse. The bondholders say the parent, at the behest of Apollo and TPG, abandoned a repayment guarantee and shifted assets out of the the operating unit that could have been used to pay its debts, 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). CAESARS ENTERTAINMENT: Bankruptcy Mediator Abruptly Resigns ----------------------------------------------------------- Lillian Rizzo, writing for The Wall Street Journal Pro Bankruptcy, reported that in a surprising twist to Caesars Entertainment Operating Corp.'s bankruptcy odyssey, the mediator overseeing the legal disputes between the casino company and bondholders has resigned. "I have truly enjoyed working with the various constituencies involved with the effort of reorganizing the companies," former federal judge Joseph J. Farnan Jr. wrote in a letter filed on Sept. 9. "However, recent events have convinced me that I am unable to continue the mediation process." Mr. Farnan in the letter added that his resignation isn't meant "to fault or criticize" anyone involved in the case, but he drew attention to what he called an "atypical view" of the mediation process in the Caesars case, and his apparent disappointment that a bankruptcy judge found issue with a recent progress report that the judge said didn't include enough details about the discussions and proposals exchanged during mediation, the report related. "I believe the Court either misspoke or doesn't understand how such disclosures would be viewed by participants and the markets," Mr. Farnan wrote, the report further related. U.S. Bankruptcy Judge A. Benjamin Goldgar is overseeing the chapter 11 case, the report noted. Mr. Farnan, who was once a federal judge in Delaware, has been called upon to mediate some of the nastiest bankruptcy battles in recent years, including the dust-up with Major League Baseball that landed the Los Angeles Dodgers in chapter 11, the report said. He also is trying to broker peace now in a fight over $7.3 billion raised in the bankruptcy of Nortel Networks Corp., an effort that could pay off with a settlement that would end years of court battles, the report added. Mr. Farnan was brought in to help the Caesars unit bring its creditors on board with a plan to restructure some $18 billion in debt, the report related. The goal of the discussions has been to settle legal claims related to accusations that parent company Caesars Entertainment Corp. and its private-equity owners stripped the bankrupt operating unit of its most valuable assets, the report said. Caesars and its private-equity owners Apollo Global Management and TPG have denied such allegations, the report noted. 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). CALICO VENTURES: Hires McCarthy Reynolds as Counsel --------------------------------------------------- Calico Ventures, LLC, seeks authority from the U.S. Bankruptcy Court for the District of South Carolina to employ McCarthy Reynolds & Penn, LLC as counsel to the Debtor, effective August 30, 2016. Calico Ventures requires McCarthy Reynolds to: a. advise the Debtor of its rights, powers and duties; b. attend meetings with the Debtor and hearings before the bankruptcy Court; c. assist other professionals retained by the Debtor in the investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor, and any other matters relevant to the case or to the formulation of a plan of reorganization or liquidation; d. investigate the validity, extent, and priority of secured claims against the Debtor's estate, and investigate the acts and conduct of such secured creditors and other parties to determine whether any causes of action may exist; e. advise the Debtor with regard to the preparation and filing of all necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules, and other documents, and review all financial and other reports to be filed in the case; f. advise he Debtor with regard to the preparation and filing of responses to applications, motions, pleadings, notices and other papers that may be filed and served in the chapter 11 cases by other parties; and g. perform other necessary legal services for and on behalf of Debtor that may be necessary or appropriate in the administration of the chapter 11 case. McCarthy Reynolds will be paid at these hourly rates: G. William McCarthy, Jr. $425 Daniel J. Reynolds, Jr. $325 W. Harrison Penn $300 Paralegals and Assistants $100-$125 McCarthy Reynolds will be paid a retainer in the amount of $12,500. McCarthy Reynolds will also be reimbursed for reasonable out-of-pocket expenses incurred. Daniel J. Reynolds, Jr., member of the law firm of McCarthy Reynolds & Penn, 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 Debtor and its estates. McCarthy Reynolds can be reached at: Daniel J. Reynolds, Jr., Esq. MCCARTHY REYNOLDS & PENN, LLC 1517 Laurel Street Columbia, SC 29201 Tel: (803) 771-8836 Fax: (803) 753-6960 E-mail: dreynolds@mccarthy-lawfirm.com About Calico Ventures, LLC Calico Ventures, LLC, based in Greenville, SC, filed a Chapter 11 petition (Bankr. D.S.C. Case No. 16-04398) on August 30, 2016. The Hon. Helen E. Burris presides over the case. Daniel J. Reynolds, Jr., Esq., at McCarthy Reynolds & Penn, LLC, serves as bankruptcy counsel. In its petition, the Debtor estimated $1.40 million to $1.11 million in both assets and liabilities. The petition was signed by Jack H. Davis, manager. No official committee of unsecured creditors has been appointed in the case. CALVERY SERVICES: Hires McIntyre Thanasides as Counsel ------------------------------------------------------ Calvery Services Corp., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ McIntyre Thanasides Bringgold Elliott Grimaldi & Guito, P.A. as counsel to the Debtor. Calvery Services requires McIntyre Thanasides to: a. render legal advice with respect to the Debtor's powers and duties as debtor-in-possession, the continued operation of its business and/or the management of its property; b. prepare on behalf of the Debtor any necessary petitions, motions, applications, answers, orders, reports, and other legal papers; c. appear before the bankruptcy Court and the U.S. Trustee to represent and protect the interests of the Debtor; d. take all necessary legal steps to confirm a plan of reorganization; e. represent the Debtor in all adversary suits, contested matters and matters involving administration of the case; f. represent the Debtor in any negotiations with potential financing sources and prepare contracts, security instruments, or other documents necessary to obtain financing; g. take any necessary action to recover any voidable transfers and to avoid any liens against Debtor's property obtained within 90 days of the filing of the petition in Chapter 11 and at a time when the Debtor was insolvent; h. enjoin or stay any and all suits against the Debtor affecting the Debtor-in-Possession's ability to continue in business or affecting property in which the Debtor has equity; i. perform all other legal services that may be necessary for the proper preservation and administration of the Chapter 11 case. McIntyre Thanasides will be paid a retainer in the amount of $20,000. McIntyre Thanasides will also be reimbursed for reasonable out-of-pocket expenses incurred. James W. Elliott, member of the law firm of McIntyre Thanasides Bringgold Elliott Grimaldi & Guito, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. McIntyre Thanasides can be reached at: James W. Elliott, Esq. MCINTYRE THANASIDES BRINGGOLD ELLIOTT GRIMALDI & GUITO, P.A. 500 E. Kennedy Blvd., Suite 200 Tampa, FL 33602 Tel: (813) 899-6059 E-mail: james@mcintyrefirm.com About Calvery Services Calvery Services Corp., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 16-07075) on August 17, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by James W Elliott, Esq., at McIntyre Thanasides Bringgold Elliott Grimaldi & Guito, P.A. No official committee of unsecured creditors has been appointed in the case. CAMINO AGAVE: IRS Consents to Cash Collateral Use ------------------------------------------------- Camino Agave, Inc., an oilfield construction company, asked the Bankruptcy Court for permission to use cash collateral of its secured creditors to pay vendors, suppliers, employees and contractors. The Debtor proposed to use Cash Collateral in accordance with the terms of a two-week budget. The Debtor projects that for the week beginning Sept. 5, 2016, total cash receipts will be $568,018 and for the week beginning Sept. 12, 2016, total cash receipts will be $554,905. The Company expects total cash spending of $543,800 for the week beginning Sept. 5, 2016, and total cash paid out of $262,500 for the week beginning Sept. 12, 2016. A full-text copy of the 2-Week Cash Flow Projection is available for free at: https://is.gd/EqVXHm "If [the] Debtor cannot pay trade creditors with available cash supply, sources will cease, orders will not be satisfied, and critical contracts with customers will be jeopardized," according to Dean W. Greer, Esq., at Dean W. Greer, the Debtor's counsel. "Furthermore, [the] Debtor must immediately pay employees on a regular basis or face a potential walk-out." The Debtor said it has $3,905,690 receivables, of which only $112,000 is deemed uncollectible. Both ShaleSource Funding, LLC and the Internal Revenue Service asserted lien on the Debtor's accounts receivable. Prior to the Petition Date, the Debtor factored its accounts receivable with ShaleSource, the proceeds of which, constitute cash collateral. ShaleSource obtained its relationship with the Debtor and its interest in the Cash Collateral from the Debtor's prior lender, Wells Fargo. ShaleSource shares ownership and control through its common principal, Darren Kolbe. The IRS's lien is based on a tax lien filed by the IRS for unpaid 1120 taxes for 2014 plus civil penalties of $170,970 (disputed). The Debtor believes that ShaleSource had a prepetition lien on receivables but will not have a lien on post-petition receivables. Prior to the bankruptcy filing, the Debtor (through its counsel) discussed the use of Cash Collateral with Mr. Gary Wright, assistant United States Attorney, acting for the IRS. The parties agreed to condition the use of Cash Collateral on the granting by the Debtor of replacement lien on the post-petition collateral to the extent the IRS prepetition collateral is diminished by such use. As adequate protection payments, the Debtor proposes to pay $3,500 to the IRS beginning on Oct. 15, 2016. The Debtor also agrees to remain current on all tax obligations, including but not limited to, deposits of employee withholdings for income, Social Security taxes and hospital insurance (Medicare) and employer's contribution for Social Security taxes and deposit excise tax, if applicable. If any defaults occurred, the Debtor would have 20 days after such notification to cure; otherwise the continued use of Cash Collateral would be denied and the IRS could file a motion to dismiss or convert the case. The Debtor would be allowed three defaults. "Without the use of Cash Collateral, the Debtor may not have sufficient operating capital with which to continue business operations," Mr. Greer stated. "Such a cessation of operations will severely and adversely impact the value of the Debtor's estate and the ultimate dividend to the Debtor's creditors." About Camino Agave Headquartered in Floresville, Texas, Camino Agave, Inc., offers equipment and services for drilling operations to the oilfield industry in South Texas. The Company, which has been operating for more than 16 years, provides various oilfield services, such as construction works, drilling rig locations, facility hook-ups, sandblasting and painting, road works, fiberglass and steel pipelines, reserve pit remediation, and hourly lease crews. Camino Agave filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bank. W.D. Tex. Case No. 16-52063) on Sept. 7, 2016. Darren Kolbe signed the petition as president. The case is assigned to Judge Ronald B. King. In its bankruptcy petition, the Debtor disclosed total assets of $17.3 million and total liabilities of $10.2 million. CANCER GENETICS: Has $5.5 Million Registered Direct Offering ------------------------------------------------------------ Cancer Genetics, Inc., said it has entered into definitive agreements with institutional investors for an offering of 2.75 million shares of common stock with gross proceeds of approximately $5.5 million in a registered direct offering. Concurrently in a private placement, for each share of common stock purchased by an investor, such investor will receive from the Company an unregistered warrant to purchase one-half of a share of common stock. The warrants have an exercise price of $2.25 per share, will be exercisable six months from the date of issuance, and will expire five years from the initial exercise date. The closing of the offering is expected to take place on or about Sept. 14, 2016, subject to the satisfaction of customary closing conditions. Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC, acted as the exclusive placement agent in connection with this offering. Net proceeds from the offering are expected to be approximately $5 million. Cancer Genetics intends to use the net proceeds from the offering for general corporate purposes. The shares of common stock described above (but not the warrants or the shares of common stock underlying the warrants) are being offered pursuant to a shelf registration statement (File No. 333-196374). Those shares of common stock may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. The warrants and the shares of common stock underlying the warrants to be issued in the offering have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock underlying the warrants may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Credit Facility The Company has entered into a term sheet with its existing lender Silicon Valley Bank to restructure its current credit facility. The closing of the restructured credit facility is contingent upon the Company raising at least $5.0 million of new equity (the closing of the equity financing discussed above would satisfy this condition), in addition to other customary closing conditions. Pursuant to the term sheet, the restructured credit facility would provide for a $1.18 million term note and a one-year revolving line of credit for an amount not to exceed the lesser of (i) $4 million or (ii) an amount equal to 80% of eligible accounts receivable. Both of these new facilities will be used to repay outstanding indebtedness under the current credit facility. The Term Note would provide for a six-month interest-only period followed by thirty-six months of principal repayment. The interest rate of the Term Note would be the Wall Street Journal prime plus 2% with a floor of 3.50% and an additional deferred interest payment equal to 5% of principal amount will be due upon maturity. Subject to a prepayment penalty, the Company would be able to prepay the Term Note in whole or part at any time. The Line of Credit requires monthly interest-only payments of the Wall Street Journal prime plus 1.5%, with a floor of 3.50%. In addition, the Company will pay a $26,667 modification fee and a fee of 0.25% per year on the average unused portion of the Line of Credit. Similar to the existing loan agreement with SVB the new loan agreement would require the Company to comply with certain financial covenants and restricts us from, among other things, paying cash dividends, incurring debt and entering into certain transactions without the prior consent of the lenders. Repayments of amounts borrowed under the restructured credit facility may be accelerated if an event of default occurs, which includes, among other things, a violation of such financial covenants and negative covenants. The Company's obligations under the restructured credit facility would be secured by a first security interest in substantially all the assets (other than our intellectual property) of the Company and its U.S. subsidiary. The Company and SVB have not yet negotiated loan documents for such a restructured credit facility. There can be no assurances that the Company will complete the restructuring of its current credit facility on the terms set forth in the term sheet, or at all. The restructured credit facility remains subject to completion of diligence and negotiation of definitive loan agreements, as well as certain closing conditions, including the completion of the equity financing discussed above, and there can be no assurance as to whether or when the restructured credit facility may be completed, or as to the final terms of the restructured credit facility. Equity Plan In addition, on July 19, 2016, the Company's Board of Directors approved, subject to shareholder approval, an amendment to the Company's 2011 Equity Incentive Plan to increase the shares available for issuance thereunder by 500,000. The Company plans to submit such amendment for shareholder approval at its annual meeting of shareholders on Oct. 11, 2016. About Cancer Genetics Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage diagnostics company focused on developing and commercializing proprietary genomic tests and services to improve and personalize the diagnosis, prognosis and response to treatment (theranosis) of cancer. Cancer Genetics reported a net loss of $20.2 million on $18.0 million of revenue for the year ended Dec. 31, 2015, compared to a net loss of $16.6 million on $10.2 million of revenue for the year ended Dec. 31, 2014. As of June 30, 2016, Cancer Genetics had $44.2 million in total assets, $15.1 million in total liabilities and $29.2 million in total stockholders' equity. Total cash at the end of the quarter was $10.6 million. CERVANTES INC: Hires RJAC as Accountant --------------------------------------- Cervantes, Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the District of New Jersey to employ RJAC and Associates, LLC as accountant for the Debtor-in-possession. The Debtors require RJAC to: a. prepare financial documents, including but not limited to, monthly operating reports of the Debtors; b. advise the Debtors with respect to its financial affairs; and c. perform all other accounting services for the Debtors. The Debtors agreed to compensate RJAC at its standard hourly rate of $300. Rachel Mujica, CPA, associated with the firm of RJAC and Associates, 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. RJAC may be reached at: Rachel Mojica, CPA RJAC and Associates, LLC 726 Boulevard, Suite 26 Kenilworth, NJ 07033 Phone: (908)241-1263 Fax: (908)241-1265 About Cervantes, Inc. ??? Cervantes, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 15-29040) on October 8, 2015.??Hon. Stacey L. Meisel presides over the case. Trenk, Dipasquale, Delia Fera & Sodono, PC represents the Debtor as counsel. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Hector Alvarez, president. CHARTER SCHOOL: Taps Henry Haddock as Consulting Expert ------------------------------------------------------- Charter School Development Services, Inc. and Edu-Pro Management, LLC seek authorization from the U.S. Bankruptcy Court for the Middle District of Florida to employ Henry D. Haddock, president of CRE Solutions & Analytics, LLC as consulting expert. The Debtor requires Mr. Haddock to: (a) review relevant loan documents, filings, bank records, and correspondence related to the effective interest rate charged on loans to the Debtors and the various violations of banking standards of care; (b) consult with Debtors regarding the above matters; (c) provide insight, perspective and/or analysis with respect to the applicable financing terms, conditions, documentation and/or administration of the respective loans; and (d) if determined to be necessary by the Debtors and by the events of the case, the Debtors may hire Haddock as a testifying expert on the same terms. The Debtors will pay Mr. Haddock, subject to approval of the Court, standard hourly rates of $275 per hour for casework and $325 per hour for appearances. A one-time administration fee of $795 will be charged and split between the Debtors. Mr. Haddock also be reimbursed for reasonable out-of-pocket expenses incurred. Henry D. Haddock, managing member of CRE Solutions, 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. Mr. Haddock can be reached at: Henry D. Haddock CRE SOLUTIONS & ANALYTICS, LLC P.O. Box 783305 Winter Garden, FL 34778 Tel: (407) 443-1116 About Charter School Development Services, Inc. Charter School Development Services, Inc. filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 16-04312) on June 29, 2016. Nardella & Narella PLLC represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Vince V. Desai, president. CHC GROUP: Akin Gump Represents Ad Hoc Noteholder Group ------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the Ad Hoc Noteholder Group submitted with the U.S. Bankruptcy Court for the Northern District of Texas its first supplemental verified statement, stating that the group has engaged Akin Gump Strauss Hauer & Feld LLP to represent it in connection with the potential restructuring of CHC Group Ltd., et al. On May 24, 2016, Akin Gump filed the Verified Statement of the Ad Hoc Noteholder Group Pursuant to Bankruptcy Rule 2019, which listed the nature and amount of all disclosable economic interests held or managed by each member of the Ad Hoc Noteholder Group. Akin Gump filed a Supplemental Verified Statement to update the information contained in the Verified Statement. As of Sept. 8, 2016, Akin Gump represents the Ad Hoc Noteholder Group in connection with the Debtors' Chapter 11 cases. Akin Gump does not represent or purport to represent any other entities in connection with these Chapter 11 cases. Akin Gump does not represent the Ad Hoc Noteholder Group as a "committee" and does not undertake to represent the interests of, and is not a fiduciary for, any creditor, party in interest, or entity other than the Ad Hoc Noteholder Group. In addition, the Ad Hoc Noteholder Group does not represent or purport to represent any other entities in connection with the Debtors' Chapter 11 cases. The members of the Ad Hoc Noteholder Group either hold claims or manage funds and accounts that hold claims against the Debtors' estates arising on account of the Senior Secured Notes, and certain members of the Ad Hoc Noteholder Group also hold claims on account of other debt issued by the Debtors. In accordance with Bankruptcy Rule 2019, a list of the names, addresses, and "the nature and amount of all disclosable economic interests" in relation to the Debtors reported to Akin Gump to be held as of Sept. 8 by each member of the Ad Hoc Noteholder Group is available for free at http://bankrupt.com/misc/CHCGROUP_845_rule2019.pdf The Ad Hoc Noteholder Group is represented by: Marty L. Brimmage, Jr., Esq. AKIN GUMP STRAUSS HAUER & FELD LLP 1700 Pacific Avenue, Suite 4100 Dallas, TX 75201-4624 Tel: (214) 969-2800 Fax: (214) 969-4343 E-mail: mbrimmage@akingump.com -- and -- Michael S. Stamer, Esq. Jason P. Rubin, Esq. One Bryant Park New York, New York 10036 Tel: (212) 872-1000 Fax: (212) 872-1002 E-mail: mstamer@akingump.com jrubin@akingump.com -- and -- James Savin, Esq. 1333 New Hampshire Avenue, N.W. Washington, DC 20036 Tel: (202) 887-4000 Fax: (202) 887-4288 E-mail: jsavin@akingump.com About CHC Group Ltd. Headquartered in Irving, Texas, CHC is a global commercial helicopter services company primarily servicing the offshore oil and gas industry. CHC maintains bases on six continents with major operations in the North Sea, Brazil, Australia, and several locations across Africa, Eastern Europe, and South East Asia. CHC maintains a fleet of 230 medium and heavy helicopters, 67 of which are owned by it and the remainder are leased from various third-party lessors. CHC Group Ltd. and 42 of its wholly-owned subsidiaries each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-31854) on May 5, 2016. As of Jan. 31, 2016, CHG had $2.16 billion in total assets and $2.19 billion in total liabilities. The Debtors have hired Weil, Gotshal & Manges LLP as counsel, Debevoise & Plimpton LLP as special aircraft counsel, PJT Partners LP as investment banker, Seabury Corporate Advisors LLC as financial advisor, CDG Group, LLC as restructuring advisor, and Kurtzman Carson Consultants LLC as claims and noticing agent. The Office of the U.S. Trustee on May 13, 2016, appointed five creditors of CHC Group Ltd. to serve on the official committee of unsecured creditors. CHRISTIAN FAMILY CHURCH: Hires Markarian Frank & Hayes as Attorney ------------------------------------------------------------------ Christian Family Church International, Inc., seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to employ Markarian Frank & Hayes as attorney for the Debtor. The Debtor requires Markarian Frank & Hayes to: a. give advice to the Debtor with respect to its powers and duties as debtor in possession and the continued management of its business operations; b. advise the Debtor with respect to its responsibilities in comlying with the US Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; c. prepare motions, pleading, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; d. protect the interest of the debtor in all matters pending before the court; and e. represent the Debtor in negotiation with their creditors in the preparation of a plan. Markarian Frank & Hayes received a retainer of $6,500 for the services from third parties that are not involved in this bankruptcy proceeding. The funds were paid by Steven Barry, William Habnsky and Maureen Barry. Steven Barry is an equity holder of the Debtor. Maureen Barry is the mother of Steven Barry. Malinda L. Hayes, Esq., employed by the firm go Markairan Frank & Hayes, assured the Court that the firm does not represent any interest adverse to the Debtor and its estates. Markarian Frank & Hayes may be reached at: Malinda L. Hayes, Esq. Markairan Frank & Hayes 2925 PGA Blvd., Suite 204 Palm Beach, FL 33410 Tel: 561-626-4700 Fax: 561-627-9479 About Christian Family Church Christian Family Church International, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 16-10048) on Jan. 4, 2016.????The petition was signed by Steven Barry, director.????The Debtor disclosed total assets of $1.99 million and total debt of $4.74 million. 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 Christian Family Church International. The Debtor is represented by Norman L. Schroeder II, Esq., at Norman L. Schroeder, II PA.????The case is assigned to Judge Erik P. Kimball. CIRCUIT CITY: Toshiba Can't Enforce Subpoena vs Liquidating Trust ----------------------------------------------------------------- Judge Kevin R. Huennekens of the United States Bankruptcy Court for the Eastern District of Virginia, Richmond Division, granted the motion filed by the Circuit City Stores Inc. Liquidating Trust for protection from a foreign subpoena issued at the behest of Toshiba Corporation and Toshiba America Electronic Components, Inc. The subpoena was issued in connection with an action in which the Liquidating Trust is not a party, State of Illinois v. Hitachi, Ltd., currently pending as Case No. 12-CH-35266 in the Circuit Court of Cook County, Illinois. Toshiba sought to take a discovery deposition of the person or persons designated by Alfred H. Siegel, as Trustee of the Liquidating Trust about information known or reasonably available to Circuit City concerning 18 matters listed in the subpoena. The subpoena required "Circuit City to produce one or more witnesses... who are knowledgeable and prepared to testify about each of the matters [designated on] the List of Matters on Which Examination is Requested." The subpoena warned that failure to comply with the subpoena will subject the Liquidating Trust to punishment for contempt of court. Judge Huenneken found that the Liquidating Trust was incapable of complying with the subpoena, as it did not employ any Circuit City personnel who had knowledge about the matters on which examination was requested. Thus, the judge ruled to grant the Liquidating Trust'S Motion for Protection and enjoined Toshiba from enforcing the subpoena against the Liquidating Trust. A full-text copy of Judge Huennekens's September 6, 2016 memorandum opinion is available at http://bankrupt.com/misc/vaeb08-35653-13939.pdf About Circuit City Headquartered in Richmond, Virginia, Circuit City Stores Inc. (NYSE: CC) -- http://www.circuitcity.com/-- was a specialty retailer of consumer electronics, home office products, entertainment software and related services in the U.S. and Canada. Circuit City Stores together with 17 affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 08-35653) on Nov. 10, 2008. InterTAN Canada, Ltd., which runs Circuit City's Canadian operations, also sought protection under the Companies' Creditors Arrangement Act in Canada. The Debtors disclosed total assets of $3,400,080,000 and debts of $2,323,328,000 as of Aug. 31, 2008. Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, served as the Debtors' general restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, acted as the Debtors' local counsel. The Debtors also tapped Kirkland & Ellis LLP as special financing counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special securities counsel; and FTI Consulting, Inc., and Rotschild Inc. as financial advisors. The Debtors' Canadian general restructuring counsel was Osler, Hoskin & Harcourt LLP. Kurtzman Carson Consultants LLC served as the Debtors' claims and voting agent. Circuit City opted to liquidate its 721 stores and obtained the Bankruptcy Court's approval to pursue going-out-of-business sales, and sell its store leases in January 2009. In May 2009, Systemax Inc., a multi-channel retailer of computers, electronics, and industrial products, acquired certain assets, including the name Circuit City, from the Debtors through a Court- approved auction. On Sept. 14, 2010, the Court entered an order confirming the Debtors' Plan of Liquidation, which created the Circuit City Stores, Inc. Liquidating Trust and appointed Alfred H. Siegel as Trustee. The Plan became effective Nov. 1, 2010. CJ HOLDING: Creditors Committee Taps Conway MacKenzie as Advisor ---------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the bankruptcy of CJ Holding Co., et al., seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to retain Conway MacKenzie, Inc., as its financial advisor. As financial advisor, CM will render, among other services, these services to the Committee: a. Assistance in the analysis, review and monitoring of the restructuring process, including, but not limited to an assessment of potential recoveries for general unsecured creditors; b. Assistance in the review of financial information prepared by the Debtors, including cash flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which Court approval is sought; c. Assistance with the review of the Debtors' analysis of core and non-core business assets and the potential disposition or liquidation of the same; d. Assistance with review of any tax issues associated with preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales; e. Assistance in the review and/or preparation of information and analysis necessary for the confirmation of a plan and related disclosure statement in these chapter 11 proceedings; f. Attendance at meetings and assistance in discussions with the Debtors, potential investors, banks, other secured lenders, the Committee and any other official committees organized in these Cases, the U.S. Trustee, other parties in interest and professionals hired by the same, as requested; g. Assistance in the review of financial related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports; h. Assistance with the review of the Debtors' cost/benefit analysis with respect to the affirmation or rejection of various executory contracts and leases; i. Assistance in the evaluation, analysis and forensic investigation of avoidance actions, including fraudulent conveyances and preferential transfers and certain transactions between the Debtors and affiliated entities; j. Assistance in the prosecution of Committee responses/objections to the Debtors' motions, including attendance at depositions and provision of expert reports/testimony on case issues as required by the Committee; and k. Render such other general business consulting or such other assistance as the Committee or its counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by the Committee's other professionals in these Cases. CM's current hourly rates applicable to the principal professionals and paraprofessionals proposed to represent the Committee are: Professional and Title Hourly Rate ---------------------- ----------- John T. Young, Jr., Senior Managing Director $1,055 Jeffrey N. Huddleston, Managing Director $865 Paul F. Jansen, Managing Director $865 Benjamin J. Matz, Director $585 Matthew D. Sedigh, Director $585 Matthew J. Reilly, Sr. Associate $445 Chris Gordon Senior, Associate $435 Allison L. Smith, Paraprofessional $215 Mallory N. Bolus, Paraprofessional $215 Other CM professionals and paraprofessionals may render services to the Committee as needed. CM professionals will be billed at their respective standard hourly rates, which range from $400 (senior associate) to $1,085 (senior managing director). John T. Young, Jr., a Senior Managing Director at CM, assures the Court that CM is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The Court will commence a hearing on September 26, 2016, at 2:30 p.m., to consider the Application. About C&J Energy C&J Energy Services -- http://www.cjenergy.com/-- is a provider of well construction, well completions, well support and other complementary oilfield services to oil and gas exploration and production companies. As one of the largest completion and production services companies in North America, C&J offers a full, vertically integrated suite of services involved in the entire life cycle of the well, including directional drilling, cementing, hydraulic fracturing, cased-hole wireline, coiled tubing, rig services, fluids management services and other special well site services. C&J operates in most of the major oil and natural gas producing regions of the continental United States and Western Canada. C&J Energy Services Ltd. and 14 of its subsidiaries each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-33590) on July 20, 2016. The Debtors' cases are pending before Judge David R Jones. The law firms Loeb & Loeb LLP and Kirkland & Ellis LLP serve as the Debtors' counsel. Fried, Frank, Harris, Shriver & Jacobson LLP acts as special corporate and tax counsel to the Debtors. Investment bank Evercore is the Debtors' financial advisor and AlixPartners is the Debtors' restructuring advisor. Ernst & Young Inc. is the proposed information officer for the Canadian proceedings. Donlin, Recano & Company, Inc. serves as the claims, noticing and balloting agent. CLAIREX TECHNOLOGIES: Unsecureds To Get $1.5MM Under Plan --------------------------------------------------------- Clairex Technologies, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Texas a disclosure statement for the Debtor's plan of reorganization dated Aug. 17, 2016. Class 4A General Unsecured Claims are impaired and estimated at $1,589,563. Holders will get a pro rata distribution -- estimated at $1,589,563 -- from unsecured creditor pool. The Debtor believes it will have adequate cash flow during the next six years to make all required Plan payments. The Debtor estimates that the net cash flow from business operations will remain relatively stable over time and that they will be able to fund operations going forward and, therefore, that confirmation of the Plan is not likely to be followed by liquidation or the need for further reorganization. The Disclosure Statement is available at: http://bankrupt.com/misc/txeb15-41935-74.pdf The Plan was filed by the Debtor's counsel: Robert T. DeMarco, Esq. Michael S. Mitchell, Esq. DeMarco Mitchell, PLLC 1255 w. 15th Street, 805 Plano, TX 75075 Tel: (972) 578-1400 Fax: (972) 346-6791 E-mail: robert@demarcomitchell.com mike@demarcomitchell.com About Clairex Technologies Clairex Technologies, Inc., filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 15-41935) on Oct. 30, 2015. Hon. Brenda T. Rhoades oversees the case. In its petition, the Debtor estimated $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. The petition was signed by David W. Catter, Sr., CEO. The case is assigned to Judge Brenda T. Rhoades. CLIFFS NATURAL: Moody's Hikes Corp. Family Rating to Caa1 --------------------------------------------------------- Moody's Investors Service upgraded Cliffs Natural Resources Inc.'s Corporate Family Rating (CFR) and Probability of Default Rating to Caa1 and Caa1-PD respectively from Ca and Ca-PD respectively. At the same time, Moody's upgraded Cliffs' first lien senior secured notes to B2 from Caa1, the 1.5 lien secured notes to Caa1 from Caa3, the second lien notes to Caa2 from Ca and the senior unsecured notes to Caa2 from C. The SGL-3 speculative grade liquidity rating remains unchanged. The outlook is stable. This concludes the review for upgrade initiated on August 11, 2016. The upgrade reflects the improving trends evidenced in Cliffs performance on strengthened fundamentals in the US steel industry, the dominant market for Cliffs iron ore pellets, and an improving order book as well as the successful renegotiation of the contracts with ArcelorMittal USA LLC, which had expiry dates of late 2016 and early 2017. The new 10 year agreement, which expires in 2026, includes purchases of up to 10 million tons annually and a minimum of 7 million tons, as well as other volumes received has also resulted in the restart of the United Taconite mining facility and an increase in expected shipments for 2016. The upgrade also considers the company's reduction in debt, both through the issuance of the 1.5 lien secured notes exchanged for senior unsecured and 2nd lien notes, which we viewed as a distressed exchange and limited default, and the more recent tender for the senior notes due in January 2018 following the issuance of $300 million in common stock. Pro-forma for this repayment, leverage, as measured by the debt/EBITDA ratio would be 9.2x at June 30, 2016 versus actual of 10.4x. On an improved volume basis and iron ore prices ranging between $50/60 tonne, Moody's expects leverage over the next twelve to eighteen months to improve to approximately 7x. Upgrades: Issuer: Cliffs Natural Resources Inc. -- Probability of Default Rating, Upgraded to Caa1-PD from Ca-PD -- Corporate Family Rating, Upgraded to Caa1 from Ca -- 2nd Lien Senior Secured Regular Bond/Debenture, Upgraded to Caa2 (LGD5) from Ca (LGD3) -- 1st Lien Senior Secured Regular Bond/Debenture, Upgraded to B2 (LGD2) from Caa1 (LGD2) -- 1.5 Lien Senior Secured Regular Bond/Debenture, Upgraded to Caa1 (LGD3) from Caa3 (LGD3) -- Senior Unsecured Regular Bond/Debenture, Upgraded to Caa2 (LGD5) from C (LGD5) Outlook Actions: Issuer: Cliffs Natural Resources Inc. -- Outlook, Changed To Stable From Rating Under Review RATINGS RATIONALE The Caa1 Corporate Family Rating (CFR) for Cliffs Natural Resources (Cliffs) reflects the company's weak debt protection metrics, continued high leverage and ongoing challenges that continue to face the US steel industry and iron ore pricing in the seaborne market. The rating considers the contract nature of Cliffs' US iron ore operations (USIO), and the symbiotic relationship the company has with the US steel mills, which cannot economically source their iron ore requirements from overseas producers. While the pricing on the new contracts will be a function of steel prices domestically and iron market based and general inflation indices, the CFR anticipates that Cliffs will continue to control costs and maintain acceptable realizations, even with lower steel prices than experienced in the May through July 2016 time frame. The SGL-3 speculative grade liquidity rating reflects the company's modest cash flow generation, seasonality in the business and less than full availability under the company's asset backed credit facility (ABL). Liquidity is supported by $108 million in cash at June 30, 2016 and a $550 million ABL, which expires the earlier of March 30, 2020 or a date that is 60 days prior to the maturity of existing debt as defined in the ABL. The facility contains a 1:1 fixed charge coverage requirement should availability be less than the greater of $75 million or 10% of the aggregate facility. At June 30, 2016 there were no borrowings under the ABL and $112.8 million in letters of credit issued. Given the level of receivables and inventory, the full commitment was not available and borrowing capacity at June 30, 2016 was $312.8 million. The stable outlook reflects Moody's expectations that Cliffs will continue to evidence an improving trend in its earnings performance and cash generation and be at least cash flow breakeven to modestly positive. The outlook also reflects the improved maturity profile with no material debt maturities until 2020, although these are sizeable. The Caa2 rating on the senior unsecured notes reflects their weak position in the capital structure under Moody's Loss Given Default Methodology behind the 1st. 1.5 and 2nd lien notes as well as the ABL facility. The B2 rated first lien notes are secured by plant, property and equipment, including mineral rights while both the 1.5 lien and 2nd lien notes have junior liens on the same security. The ABL is primarily secured by receivables and inventory Should the company be able to achieve and sustain leverage, as measured by the debt/EBITDA ratio of no more than 5.5x, (CFO-dividends)/debt of at least 10% and EBIT/interest of at least 1.5x, an upgrade could be considered. The rating could be downgraded should performance not show an improving trend or should liquidity contract. Specifically, should debt/EBITDA continue above 7.5x, (CFO-dividends)/debt be less than 5%, and EBIT/interest not improve to at least 1x, the rating could be downgraded. The principal methodology used in these ratings was Global Mining Industry published in August 2014. Headquartered in Cleveland, Ohio, Cliffs is the largest iron ore producer in North America with approximately 25.5 million equity tons of annual capacity. In addition, the company participates in the international seaborne iron ore markets through its subsidiary in Australia. Cliffs' operations at Bloom Lake are being restructured under the Canadian Companies' Creditors Arrangement Act (CCAA) and in May 2015, its Wabush iron ore operations in Canada, which had been permanently closed, were included in the CCAA filing. For the twelve months ended June 30, 2016, Cliffs had revenues of $1.9 billion. CM REED ALMEDA: Lien Claimants to Recover Up to $300K Under Plan ---------------------------------------------------------------- CM Reed Almeda 1-3062, LLC, filed with the U.S. Bankruptcy Court for the District of Nevada an amended disclosure statement dated Aug. 17, 2016. Plan Funds will first be distributed pro rata by Claim to the Lien Creditors in accordance with the terms of Settlement Agreement wherein the Lien Claims will receive 30% of every dollar distributable, after the payment of Administrative Claims and Harris County, up to $300,000.00. After payment has been made to the holders of Lien Claims, the balance will be paid to the Unsecured Creditors to the extent that these creditors exist until all claims of the Unsecured Creditors shall have been paid in full with interest. After payment in full to holders of Allowed General Unsecured Claims, the balance will be paid on account of the Membership Interest in the Debtor. Plan funds means cash held by the Debtor on the Effective Date generated from the sale of real estate assets. The Disclosure Statement is available at: http://bankrupt.com/misc/nvb13-19117-277.pdf The Plan was filed by the Debtor' counsel: Gerald M. Gordon, Esq. Mark M. Weisenmiller, Esq. GARMAN TURNER GORDON LLP 650 White Drive, Suite 100 Las Vegas, NV 89119 Tel: (725) 777-3000 Fax: (725) 777-3112 E-mail: ggordon@gtg.legal mweisenmiller@gtg.legal -- and -- Douglas S. Draper, Esq. HELLER, DRAPER, PATRICK, HORN & DABNEY, L.L.C. 650 Poydras Street, Suite 2500 New Orleans, LA 70130 Tel: (504) 299-3300 Fax: (504) 299-3399 E-mail: ddraper@hellerdraper.com About CM Reed Almeda 1-3062 CM Reed Almeda 1-3062, LLC, is a Nevada entity owned by DCR Liquidating Trust, a liquidating trust established pursuant to a plan of reorganization in the Chapter 11 bankruptcy proceedings of Desert Capital REIT, Inc. (Bankr. D. Nev. Case No. 11-16624). CM Reed Almeda 1-3062, LLC, sought Chapter 11 protection (Bankr. D. Nev. Case No. 13-19117) on Oct. 29, 2013. The Debtor has been marketing property that it owns in Houston, Texas, since the filing of the case in 2013. The 2013 case is assigned to Judge Laurel E. Davis. The Debtor estimated $1 million to $10 million in assets and debt. CNC FABRICATION: Hires Alice Bower as Attorney ---------------------------------------------- CNC Fabrication and Maintenance, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ The Law Office of Alice Bower as attorney to the Debtor. CNC Fabrication requires Alice Bower to: a. give the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession in the management of its affairs; b. prepare on behalf of the Debtor, as Debtor-in-Possession, the necessary application orders, and other legal papers; and c. perform all other legal services for the Debtor, as Debtor- in-Possession which may be necessary in the bankruptcy proceeding. Alice Bower will be paid at these hourly rates: Alice Bower, Esq. $300 Associate $250 Legal Assistants $100 Alice Bower will be paid a retainer in the amount of $15,000, plus the filing fee of $1,717. Alice Bower will also be reimbursed for reasonable out-of-pocket expenses incurred. Alice Bower, member of the law firm of The Law Office of Alice Bower, 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 estates. Alice Bower can be reached at: Alice Bower, Esq. THE LAW OFFICE OF ALICE BOWER 6421 Camp Bowie Blvd, Suite 300 Forth Worth, TX 76116 Tel: (817) 737-5436 E-mail: bknotice@alicebower.com About CNC Fabrication CNC Fabrication and Maintenance Inc. filed a chapter 11 petition (Bankr. N.D. Tex. Case No. 16-43247-RFN-11) on Aug. 30, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Alice Bower, Esq., at The Law Office of Alice Bower. The Debtor, a fabrication, maintenance and construction company, was organized on March 17, 2009, in the State of Texas. It operates primarily in the ready to eat food production and oil and gas production industries, and does custom fabrication for industrial applications. No official committee of unsecured creditors has been appointed in the case. CNC FABRICATION: Meeting to Form Creditors' Panel Set for Oct. 28 ----------------------------------------------------------------- William K. Harrington, United States Trustee for Region 13, will hold an organizational meeting on Oct. 28, 2016, at 9:30 a.m. in the bankruptcy case of CNC Fabrication and Maintenance, Inc. The meeting will be held at: Office of the U. S. Trustee Program Fritz G. Lanham Federal Building 819 Taylor Street, Room 7A24 Fort Worth, Texas 76102 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About CNC Fabrication and Maintenance CNC Fabrication and Maintenance Inc. filed a chapter 11 petition (Bankr. N.D. Tex. Case No. 16-43247-RFN-11) on Aug. 30, 2016. The Debtor is represented by Alice Bower, Esq. The Debtor, a fabrication, maintenance and construction company, was organized on March 17, 2009, in the State of Texas. It operates primarily in the ready to eat food production and oil and gas production industries, and does custom fabrication for industrial applications. CONCENTRA INC: S&P Lowers Rating on Sr. Sec. Debt to 'B+' --------------------------------------------------------- S&P Global Ratings lowered its issue-level rating on Addison, Texas-based Concentra Inc.'s senior secured debt to 'B+' from 'BB-'. At the same time, S&P revised the recovery rating on the debt to '3' from '2'. The '3' recovery rating indicates expectations of meaningful (50%-70%, at the low end of the range) recovery in the event of a payment default. The downgrade reflects weakened recovery prospects for first-lien lenders following Concentra's $200 million incremental first-lien debt issuance. S&P expects the company to use the proceeds to pay down its second-lien debt in full. The proposed capital structure will consist entirely of first-lien debt. S&P's corporate credit rating remains 'B+', given the proposed transaction is leverage neutral. S&P's negative outlook reflects its outlook on parent, Select Medical Corp., and our view that potential credit deterioration at the parent could prompt a downgrade on Concentra. Concentra's weak business risk profile is characterized by its narrow operating focus in the highly fragmented occupational therapy market, vulnerability to economic cycles and low barriers to entry. S&P expects leverage to remain below 4.5x in 2016 and 2017 and that the ratio of funds from operations (FFO) to debt will be about 15% for the same periods. These metrics are consistent with an assessment of an aggressive financial risk profile. RATINGS LIST Concentra Inc. Corporate Credit Rating B+/Negative/-- Rating Lower; Recovery Rating Revised To From Concentra Inc. Senior Secured $650 Mil. First-Lien Term Loan B+ BB- Recovery Rating 3L 2L CONNEAUT LAKE PARK: Court Confirms Ch. 11 Plan ---------------------------------------------- Judge Jeffery A. Deller of the U.S. Bankruptcy Court for the Western District of Pennsylvania on Sept. 6, 2016, confirmed Trustees of Conneaut Lake Park, Inc.'s amended plan of reorganization and approved the disclosure statement explaining the plan. The Plan was confirmed following certain modifications including: * Schedule 2.77 to the Plan was revised to include Class 14, which was inadvertently deleted from the list of Secured Non-Tax Claims. * The Revised Schedule was further amended to reflect the agreed upon treatment and allowance of Secured Non-Tax Claims of Joseph J. and Isabel J. Prischak as follows: -- The Allowed Class 5 claim will be in the amount of $424,656.29 -- the Allowed Class 11 claim will be in the amount of $422,241.94 -- Any post-confirmation compensation that may be due and payable to the Prischaks in connection with the amusement rides owned by the Prischaks will be as mutually agreed upon by the parties. The Joint Plan provides: (a) for payment of the Allowed Secured Tax Claims in full from land sale proceeds in 2016 and 2017; (b) for payment of the Allowed Secured Non-Tax Claims from net available land sale proceeds and with quarterly distributions funded by operations, amortized over 20 years at 6.00% interest, with a balloon payment on the 10th anniversary of the initial distribution date; and (c) the potential that holders of Allowed Unsecured Claims may receive a modest recovery that would not exist in a liquidation of all of the Debtor's assets. According to the Disclosure Statement, the Debtor estimates Allowed Unsecured Claims to total $884,844.32: A. Amount Debtor Scheduled (Disputed and Undisputed) $ 884,844.32 B. Amount of Unscheduled Unsecured Claims $1,844,845.95 ------------------- C. Total Claims Scheduled or Filed $2,729.690.27 D. Amount Debtor Disputes $1,844,845.95 ------------------- E. Estimated Allowable Unsecured Claims $ 884,844.32 The Debtor estimates a total of between $50,000 and $100,000 will be distributed on account of Allowed Class 18 Claims between October 2018 and July 2020. Based upon an estimated Allowed Class 18 Claim pool of approximately $900,000, the Debtor estimates a 5% to 10% dividend will be made on account of Allowed Class 18 Claims. The Reorganized Debtor, however, does not guarantee the amount nor the timing of any Distribution to be made on account of Allowed Class 18 Claims. Additionally, any default by the Reorganized Debtor in payment of its DIP Loan obligations may result in a cessation of payments on account of Class 18 Allowed Unsecured Claims. About Conneaut Lake Park Conneaut Lake Park is a summer amusement resort, located in Conneaut Lake, Pennsylvania. Trustees of Conneaut Lake Park, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 14-11277) in Erie, Pennsylvania, on Dec. 4, 2014. The case is assigned to Judge Thomas P. Agresti. The Debtor estimated assets and debt of $1 million to $10 million. Trustees of Conneaut Lake Park filed for bankruptcy protection less than 20 hours before the Crawford County amusement park was scheduled to go to sheriff's sale for almost $930,000 in back taxes and related fees. The Debtor tapped George T. Snyder, Esq., at Stonecipher Law Firm, in Pittsburgh, as counsel. CROFTON & SONS: Ch.11 Trustee Hires BDO as Financial Advisor & CPA ------------------------------------------------------------------ Laurence V. Goddard, the Chapter 11 Trustee for Crofton & Sons, Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida for authority to employ BDO USA, LLP as his financial advisor and accountants, nunc pro tunc to April 6, 2016 The Chapter 11 Trustee requires BDO to: a. assist the Trustee with any efforts to identify, prosecute, collect and recover property for the benefit of the Debtor???s estate; b. assist the Trustee in reviewing claims and scheduled amounts to determine if cause exists to object to the allowance of any claims as scheduled or filed; c. assist the Trustee in planning and making any interim and final distributions as may be warranted in the Case; d. assist the Trustee in the preparation of quarterly reports to the Court and United States Trustee as required under the Plan and Confirmation Order; e. assist the Trustee in the preparation of the Initial Status Report; f. assist the Trustee in preparing the Annual Reports as required under the Creditor Trust Agreement; g. assist the Trustee as needed in preparation and prosecution of any litigation deemed necessary and in the best interest of creditors to potentially enhance the recoveries available for creditors, or protect those rights; h. assist the Trustee in the analysis and resolution of the potential Administrative Expense claims filed in the Case; i. assist the Trustee in taking all necessary and appropriate steps to resolve and wind up any remaining business affairs of Debtor and the Creditor Trust; j. coordinate and consult with other of the Trustee???s professionals (if any) about matters pertinent to the Case; k. assist the Trustee in preparing tax returns and other governmentally required forms, returns and other filings; l. assist the Trustee in taking necessary steps to monetize any unliquidated assets; m. assist the Trustee in taking the necessary steps to pursue, recover and liquidate assets; n. assist the Trustee in any review of all necessary and appropriate applications, motions, objections, notices, draft orders, and other pleadings, and review all financial and other reports filed in the Case; o. provide any analysis or information to the Trustee concerning, and responding to, applications, motions, objections, notices, and other pleadings and papers that may be filed in the Case; p. provide any expert analysis and reports as may be necessary to resolve any disputes between claimants and the Creditor Trust; q. advise and assist the Trustee in claims analysis and resolution matters; and r. perform all other financial advisory and accounting services for and on behalf of the Creditor Trust that may be necessary to the administration of, or necessary or appropriate to assist the Trustee in meeting his obligations under, the Creditor Trust, the Plan, the Confirmation Order and the Bankruptcy Code in relation to the Bankruptcy Case. BDO professionals who will work on the Debtor's cases and their hourly rates are: Larry Goddard, Partners/Principals $425 Brandon Otis, Partners/Principals $415 Mark D. Kozel, Directors $350 Tina Holyak, Directors $270 Tom Kotik, Directors $445 BDO will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark D. Kozel, director employed by the financial advisory and accounting firm of BDO USA, 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 estates. BDO may be reached at: Mark D. Kozel BDO USA, LLP 32125 Solon Road Solon, OH 44139 Phone: 440-394-6152 E-mail: mkozel@bdo.com About Crofton & Sons, Inc. ???Crofton & Sons, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D.Fla. Case No. 14-04208) on April 16, 2014.??Stichter, Riedel, Blain & Prosser P.A. represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to??$10 million in both assets and liabilities. The petition was signed by Kevin D. Crofton, president. CROFTON & SONS: Ch.11 Trustee Hires Hahn Loeser as Counsel ---------------------------------------------------------- Laurence V. Goddard, the Chapter 11 Trustee for Crofton & Sons, Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida for authority to employ Hahn Loeser & Parks LLP as his counsel, nunc pro tunc to April 6, 2016 The Chapter 11 Trustee requires Hahn Loeser to: a. advise the Trustee concerning the rights, powers, and duties of the Creditor Trust and the Trustee; b. advise the Trustee concerning the administration of the Creditor Trust and the Case; c. advise the Trustee concerning any efforts to collect and to recover property for the benefit of the Debtor's estate; d. advise the Trustee in connection with the administration of the Creditor Trust and the Case; e. consult with other of the Trustee's professionals (if any) about matters pertinent to the Case; f. take necessary steps to assist the Trustee in evaluating and prosecuting of claims against Debtor's estate; g. assist the Trustee in all ways to make interim and final distributions; h. Take necessary steps to monetize any unliquidated assets; i. Take necessary steps to pursue, recover and liquidate assets; j. prepare on behalf of the Trustee all necessary and appropriate applications, motions, objections, notices, draft orders, and other pleadings, and review all financial and other reports filed in the Case; k. advise the Trustee concerning, and prepare responses to, applications, motions, objections, notices, and other pleadings and papers that may filed in the Case; l. advise and assist the Trustee in claims analysis and resolution matters; m. commence, continue and conduct any and all litigation necessary or appropriate to assert rights on behalf of the Creditor Trust, or otherwise further the goals of the Creditor Trust in the Case; n. assist the Trustee in taking all necessary and appropriate steps to resolve and wind up any remaining business affairs of Debtor and the Creditor Trust; and o. perform all other legal services for and on behalf of the Creditor Trust that may be necessary to the administration of, or necessary or appropriate to assist the Trustee in meeting his obligations under, the Creditor Trust, the Plan, the Confirmation Order and the Bankruptcy Code. Hahn Loeser lawyers who will work on the Debtor's cases and their hourly rates are: Daniel A. DeMarco, Esq., Partner $560 Jamie B. Schwinghamer, Esq., Partner $335 Joel W. Hyatt, Esq., Associate $260 Colleen M. Beitel, Paraprofessional $240 Hahn Loeser will also be reimbursed for reasonable out-of-pocket expenses incurred. Daniel A. DeMarco, Esq., employed by the law firm of Hahn Loeser & Parks 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 estates. Hahn Loeser may be reached at: Daniel A. DeMarco, Esq. Hahn Loeser & Parks LLP 200 Public Square, Suite 2800 Cleveland, OH 44114 Telephone: (216)621-0150 Facsimile: (216)241-2824 E-mail: dademarco@hahnlaw.com About Crofton & Sons, Inc. ???Crofton & Sons, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D.Fla. Case No. 14-04208) on April 16, 2014.??Stichter, Riedel, Blain & Prosser P.A. represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to??$10 million in both assets and liabilities. The petition was signed by Kevin D. Crofton, president. CROFTON & SONS: Trustee Hires Warren Averett as Accountants ----------------------------------------------------------- Laurence V. Goddard, Trustee for the Creditor Trust of Crofton & Sons, Inc., seeks authorization from the U.S. Bankruptcy Court for the Middle District of Florida to employ Warren Averett, LLC as accountants for the Creditor Trust, nunc pro tunc to April 6, 2016. The Trustee requires Warren Averett to: (a) assist the Trustee in the completion and preparation of presently due federal, state and local tax returns, including, without limitation Form 1120S ??? 2015 U.S. Income Tax Return for an S Corporation and 2016 Hillsborough County Tangible Personal Property Tax Return and all other applicable Schedules required for filing; (b) to the extent needed, assist the Trustee in the revision, completion and preparation of federal, state and local tax returns for previously filed tax years; (c) assist the Trustee, where necessary and not being assisted by other professionals, in preparing tax, accounting and financial schedules as they may become necessary; (d) assist the Trustee by performing audits or reviews, if and as required; (e) advise and attend meetings and hearings if and as necessary; (f) assist the Trustee in preparing operating reports and financial schedules as they may become necessary throughout the Case; and (g) perform such tax and accounting services as the Trustee may request with respect to any matter, including, but not limited to, creditors' rights, tax planning, tax preparation, tax representation and audit matters. Warren Averett will be paid at these hourly rates: J. Richard Huckaby, CPA $395 Scott Decelles, CPA $310 Warren Averett will also be reimbursed for reasonable out-of-pocket expenses incurred. J. Richard Huckaby of Warren Averett 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. Warren Averett can be reached at: J. Richard Huckaby WARREN AVERETT, LLC 100 South Ashley Drive, Suite 1650 Tampa, FL 33602 Tel: (813) 386-6320 Fax: (813) 229-2359 E-mail: Richard.Huckaby@warrenaverett.com About Crofton & Sons Inc Crofton & Sons, Inc., based in Tampa, Fla., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 14-04208) on April 16, 2014. Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser, P.A., as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Kevin D. Crofton, president. CROWN HOLDINGS: S&P Rates Proposed EUR310MM Sr. Unsec. Notes 'BB' ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating, with a recovery rating of '3', to Crown European Holdings S.A.'s, a subsidiary of Crown Holdings Inc., proposed EUR310 million senior unsecured notes due 2024. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; in the upper half of the range) recovery for lenders in the event of a payment default. In addition, S&P assigned a 'BB-' issue rating, with a recovery rating of '5', to Crown Americas LLC and Crown Americas Capital Corp. IV's, subsidiaries of Crown Holdings Inc., proposed $350 million senior unsecured notes due 2026. The '5' recovery rating indicates indicating S&P's expectation of modest (10%-30%; lower end of the range) recovery in the event of a default. The company intends to use the net proceeds of the offering, along with other available funds, to repay a portion of its term loan facility, to pay related fees and expenses associated with offering of the notes and for general corporate purposes. With revenue of about $8.8 billion in 2015, Philadelphia-based Crown Holdings Inc. (Crown) is a metal container manufacturer producing steel and aluminum cans, metals caps, and closures. Crown's product lines serve a wide variety of end markets including food, beverage, household, and other consumer products. S&P bases its 'BB' corporate credit rating on Crown on S&P's assessment of a satisfactory business risk and aggressive financial risk profile for the company. RECOVERY ANALYSIS Key analytical factors: -- S&P's analysis continues to assume a simulated default in 2018 and a gross enterprise value (EV) of $5.525 billion. A payment default would require a substantial and unexpected decline in Crown's profitability and cash flow, likely caused by a sharp drop in demand for metal containers, cost pressures, client attrition, and the substitution of plastic for metal packaging. S&P's assumed default year for Crown is sooner than normal for a company that S&P rates 'BB', mainly because of the large amount of debt maturities that are still due in 2018, after the proposed $700 million reduction in term loan A balances with proceeds from the proposed unsecured note offerings. -- S&P assumes that roughly 25% of this value relates to the U.S. (Crown Americas and domestic subsidiaries), 45% relates to foreign subsidiaries (Crown European Holdings and subsidiaries), and 30% relates to various joint-venture (JV) interests. -- Credit facility borrowings in the U.S. benefit from a lien on most of Crown's domestic assets (excluding mortgages on real estate and 35% of the equity in its foreign subsidiaries) and 65% of the equity in its first-tier foreign subsidiaries. Direct borrowings by foreign subsidiaries have additional guarantees and collateral. S&P assumes the $1.2 billion revolver is 85% drawn at default, with half of the amount borrowed abroad. A collection allocation mechanism would equalize recovery rates for all bank tranches, despite the better guarantor and collateral terms for the non-U.S. borrowings. -- Senior notes issued by Crown European Holdings would have a structurally senior claim to the non-U.S. EV (relative to U.S. debt), although this claim is unsecured and effectively junior to foreign secured borrowings. Although S&P's analysis suggests the possibility of a full recovery, it has capped its recovery rating on this debt at '3'. This reflects S&P's practice of capping unsecured recovery ratings on debt issued by companies that S&P rates in the 'BB' category at '3' to reflect the heightened risk that such companies may change their capital structure in ways that could impair unsecured recovery prospects. -- Senior notes issued by Crown Americas have unsecured guarantees by domestic entities, while the debentures issued by Crown Cork and Seal do not have guarantees from operating subsidiaries and are considered structurally subordinated with regard to most other claims. Simulated default assumptions: -- Simulated year of default: 2018 -- EBITDA at emergence: $850 million -- EBITDA multiple: 6.5x Simplified waterfall: -- Net EV (after 5% administrative costs): $5.249 billion -- Valuation split (JVs/Crown European/Crown Americas): 30%/45%/25% -- JV net EV: $1.575 billion -- JV direct borrowings (estimated): $187 million -- JV third party equity interests: $291 million -- Residual JV value (split Crown Americas/Crown European): $1.097 billion (82%/18%) -- Crown European net EV: $2.362 billion -- Adjustment to Crown European EV for accounts/receivables securitization: $200 million -- Net value from JV interests: $907 million -- Adjustment to Crown European EV for pensions/other postemployment benefits: $200 million -- Foreign credit facility borrowings: $812 million -- Crown European unsecured notes: $1.767 billion -- Recovery expectations: 50%-70% (upper half of the range) -- Residual value available to U.S. creditors: $291 million -- Crown Americas EV: $1.312 billion -- Adjustment for U.S. accounts/receivable securitizations: $133 million -- Net value from JV interests: $190 million -- Net value to U.S. creditors: $1.661 billion -- Estimated credit facility collateral value: $2.173 billion* -- Secured credit facility debt: $2.298 billion -- Estimated recovery from collateral/total: 95%/95% -- Recovery expectations: 90%-100% -- Total value available to unsecured claims: $306 million -- Crown Americas senior unsecured notes: $1.378 billion -- Deficiency claim on secured credit facility: $125 million -- Domestic pension rejection/amendment claim and asbestos liabilities: $400 million -- Recovery expectations: 10%-30% (lower half of the range) -- Remaining value for debentures: $0 -- Unguaranteed debentures: $410 million -- Recovery expectations: 0%-10% Note: All debt amounts above include six months of prepetition interest. *Estimated collateral available to the credit facility includes direct foreign borrowings of about $812 million, $1.2 billion from Crown Americas (90% of the net U.S. EV, which reflects a rough adjustment for the lack of mortgages on real property), $190 million from net JV interests, and 65% of the equity value in Crown European ($189 million). S&P assumes the $1.2 billion revolving credit facility is 85% drawn at default, with 50% of this amount borrowed abroad. S&P's analysis assumes adjustments or claims for postretirement liabilities of about 50% of the underfunded amounts. RATINGS LIST Crown Holdings Inc. Corporate Credit Rating BB/Stable/-- New Rating Crown Holdings Inc. Crown European Holdings S.A. EUR310 mil sr unsecd notes due 2024 BB Recovery Rating 3 Crown Holdings Inc. Crown Americas LLC Crown Americas Capital Corp. IV $350 mil sr unsecd notes due 2026 BB- Recovery Rating 5 CSC HOLDINGS: Moody's Rates Proposed $1.9BB Credit Facility Ba1 --------------------------------------------------------------- Moody's Investors Service has assigned a Ba1 instrument-level rating to CSC Holdings, LLC's, a subsidiary of Cablevision Systems Corporation (Cablevision), proposed $1.9 billion secured guaranteed credit facility and $1.9 billion guaranteed notes issuance. The proceeds from these transactions will be used to pay off the company's existing $3.8 secured guaranteed credit facility. Cablevision's B1 Corporate Family Rating (CFR), B1-PD Probability of Default Rating (PDR), and all existing instrument level ratings under Cablevision Systems Corporation remain unchanged. The outlook remains stable. A summary of the actions follow: Assignments: Issuer: CSC Holdings, LLC Senior Secured Bank Credit Facility (Local Currency), Assigned Ba1 (LGD2) Senior Unsecured Regular Bond/Debenture (Local Currency), Assigned Ba1 (LGD2) RATINGS RATIONALE Overall, Moody's expects annual interest savings of around $14 million for Cablevision as a result of these transactions, with the company's debt balance remaining the same. With the existing term loan set to mature in 2022, the transactions favorably extend out maturity to 2024 for the term loan and 2027 for the notes. Cablevision's B1 corporate family rating (CFR) reflects its high leverage, parent company's aggressive financial policy, and significant business risk inherent in Altice's cost cutting strategy. Pro forma for this transaction, debt-to-EBITDA is approximately 8x (Moody's adjusted) for the last twelve months ended June 30, 2016. The stable outlook is based upon Moody's expectation that leverage will decline towards 6x over the next 18-24 months. The outlook also reflects Moody's view that Cablevision will continue to generate positive free cash flow and maintain good liquidity. Moody's would consider an upgrade if leverage fell below 5x (Moody's adjusted) and free cash flow as a percentage of debt was above 5%, both on a sustained basis. Additionally, an upgrade would be dependent upon Cablevision maintaining or improving its market share and liquidity. Moody's would consider a downgrade if leverage is not on track to fall below 6x (Moody's adjusted) by year end 2018, liquidity were to become constrained, or market share materially erodes. The principal methodology used in these ratings was Global Pay Television - Cable and Direct-to-Home Satellite Operators published in April 2013. Headquartered in Bethpage, New York, Cablevision Systems Corporation (Cablevision) serves approximately 2.6 million video customers, 2.9 million high speed data customers, and 2.2 million voice customers in and around the New York metropolitan area. Cablevision is the direct parent of CSC Holdings, LLC (CSC). Revenue for LTM June 30, 2016, was approximately $6.5 billion. Altice N.V owns a 70% equity interest in Cablevision. CUI GLOBAL: Trigran Investments No Longer a Shareholder ------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Trigran Investments, Inc., Douglas Granat, Lawrence A. Oberman, Steven G. Simon and Bradley F. Simon disclosed that as of Aug. 18, 2016, they ceased to beneficially own any shares of common stock, $0.001 par value, of CUI Global, Inc. Douglas Granat, Lawrence A. Oberman, Steven G. Simon and Bradley F. Simon are the controlling shareholders and/or sole directors of Trigran Investments, Inc. and thus may be considered the beneficial owners of shares beneficially owned by Trigran Investments, Inc. A full-text copy of the regulatory filing is available at: https://is.gd/fZ3eJ7 About CUI Global Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx, Inc., is a platform company dedicated to maximizing shareholder value through the acquisition, development and commercialization of new, innovative technologies. CUI Global reported a net loss of $5.98 million on $86.7 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $2.80 million on $76.04 million of total revenues for the year ended Dec. 31, 2014. As of June 30, 2016, CUI Global had $85.3 million in total assets, $31.7 million in total liabilities, and $53.6 million in total stockholders' equity. DELAWARE MOTEL: Hires Lou-Ray Associates as Accountant ------------------------------------------------------ Delaware Motel Associates, Inc., seeks authority from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Lou-Ray Associates as accountant to the Debtor. Delaware Motel requires Lou-Ray Associates to prepare tax compliances in the Debtor's estates, and prepare financial statements. Lou-Ray Associates will be paid at these hourly rates: John Herman $225 Staff $125 Lou-Ray Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. John Herman, member of Lou-Ray Associates, 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 estates. Lou-Ray Associates can be reached at: John Herman LOU-RAY ASSOCIATES 1378 Pearl Road, Suite 201 Brunswick, OH 44212 Tel: (330) 220-1999 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., serves 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. No official committee of unsecured creditors has been appointed in the case. DELL INC: Fitch Raises Issuer Default Rating to BB+, Outlook Stable ------------------------------------------------------------------- Fitch Ratings has removed the ratings for Dell Inc. and its wholly owned subsidiary, Dell International LLC (Dell International) from Rating Watch Positive and has taken various rating actions, including the upgrade of Dell Inc.'s Long-Term IDR to 'BB+' from 'BB', following the completion of the company's acquisition of EMC Corporation (EMC). The Rating Outlook is Stable. Fitch's actions affect $53 billion of total debt, including the $3.15 billion RCF. KEY RATING DRIVERS Post-Merger Debt Reduction: Fitch Ratings expects Dell Inc. will use $4 billion - $5 billion of annual FCF and more than $5 billion of net proceeds from the recently announced divestitures for debt reduction. As a result, Fitch expects $13 billion - $15 billion of debt reduction and growing profitability over the 18 - 24 months post close will drive core leverage -- excluding debt and profitability associated with the financing unit -- toward 3.0x from a Fitch-estimated 6.0x at EMC Corp. acquisition closing. Increased Scale and Diversification: EMC increases Dell's scale and diversification, including share leadership in fast-growing emerging storage markets and strong positions in high-value and mid-range legacy products. EMC increases Dell's annual revenue by 50% to roughly $75 billion and more than doubles Dell's operating EBITDA to approximately $8.5 billion (before acquisition-related synergies) from a Fitch-estimated $3.2 billion for fiscal 2016. Still Significant PC Exposure: PC market exposure will remain significant, despite a more diversified post-combination sales mix. Excluding VMWare, Inc. and divestitures, PC revenue and operating income will be roughly half and 40%, respectively, versus nearly two-thirds and more than half on a stand-alone basis. Unit shipments should be down in the low to mid-single digits through fiscal 2017, but an aging installed base and processor refreshes should spur PC market stabilization over the intermediate term. Credible Profit Expansion Roadmap: Fitch expects operating EBITDA growth and margin expansion from Dell's $2 billion of acquisition-related annual cost synergies, which Dell should achieve on a run-rate basis in fiscal 2018 and are incremental to Dell's and EMC's current stand-alone cost takedown programs of $550 million and $800 million, respectively. Fitch expects operating EBITDA approaching $12 billion in fiscal 2018 and up to $14 billion over the intermediate term, with operating EBITDA margins expanding to the mid-teens from low teens. Emerging Storage Leadership: EMC's leadership in rapidly growing emerging storage (all flash arrays, converged and scale-out network attached storage and object) will offset negative double-digit growth in legacy storage, in which Dell and EMC also have strong combined share. Fitch expects stand-alone cost reductions and acquisition-related cost synergies will stabilize operating profitability over the intermediate term, despite pressured gross margin from the transition in the near term. No Direct VMWare Support: Fitch includes EMC's 81% ownership of VMWare in operating results because Dell will consolidate VMware's $6.6 billion of revenues and $2 billion of Fitch-estimated operating EBITDA. Fitch expects mid to high single-digit revenue growth, although revenue from Dell and VMWare cross-selling could be meaningful, given limited customer overlap. Operating EBITDA margin should remain stable from ongoing cost realignments, although Fitch does not expect upstream dividends or direct support for Dell's debt. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for Dell include: -- Low-single-digit organic revenue growth through the forecast period following the combination, driven by emerging storage, enterprise servers and stabilizing PC market. -- Dell and EMC achieve standalone cost reductions in fiscal 2017 and integration-related cost synergies in fiscal 2018, resulting in operating EBITDA approaching $12 billion in fiscal 2018. -- Dell closes the Dell Services and Software sale in fiscal 2017 and applies net proceeds from the transaction, as well as net proceeds from incremental asset sales, to debt reduction. -- Dell uses $4 billion to $5 billon of annual FCF to reduce debt, resulting in core leverage approaching 3x in fiscal 2019. RATING SENSITIVITIES A negative rating action could result from Fitch's expectations for: -- Pre-dividend FCF margin sustained below 2%, from lower than anticipated revenue; or -- Core leverage, which excludes debt and profitability associated with Dell Financial Services (DFS) above 3.5x, respectively, likely from weaker than anticipated profitability and debt reduction with cash flow. Fitch believes positive rating actions are unlikely over the intermediate-term, in the absence of: -- Greater than expected debt reduction from FCF, resulting in total leverage sustained below 3x; and -- Stronger than anticipated revenue growth from profitable market share gains, despite challenging demand dynamics across largest end markets. LIQUIDITY Fitch expects Dell's liquidity will be solid and supported by: -- $7.2 billion of cash and cash equivalents, excluding cash held by VMware; -- $3.15 billion senior secured revolving credit facility (RCF), of which $1.975 billion will be drawn as of the EMC deal closing. Fitch's expectations for $4 billion - $5 billion of annual FCF also will support liquidity. Core debt at closing will be approximately $52 billion and consist mainly of: Dell Inc. -- $500 million 5.65% senior unsecured notes due 2018; -- $600 million 5.875% senior unsecured notes due 2019; -- $400 million 4.625% senior unsecured notes due 2021; -- $300 million 7.1% senior unsecured notes due 2028; -- $388 million 6.5% senior unsecured notes due 2038; and -- $265 million 5.4% senior unsecured notes due 2040. Dell International LLC -- $2.2 billion Asset Sale Bridge Facility; -- $1.975 billion of ($3.15 billion total facility) (EMC Corp. co-borrower) Senior Secured RCF; -- $9.4 billion (EMC Corp. co-borrower) of Senior Secured Term Loan A; -- $5 billion (EMC Corp. co-borrower) of Senior Secured Term Loan B; -- $19 billion (EMC Corp. co-borrower) of senior secured notes; and -- $3.3 billion (EMC Corp. co-borrower) of senior unsecured notes. EMC Corp. -- $2.5 billion 1.875% senior unsecured EMC Corp. notes due 2018; -- $2.0 billion 2.650% senior unsecured EMC Corp. notes due 2020; -- $1.0 billion 3.375% senior unsecured EMC Corp. notes due 2023. Fitch expects an additional $4.5 billion of debt to support Dell's financing business based on a debt-to-equity ratio of 7:1 of financing assets. FULL LIST OF RATING ACTIONS Dell Technologies Inc. (Formally known as Denali Holding Inc. - Dell Technologies): -- Long-Term Issuer Default Rating (IDR) rated 'BB+'. Dell Inc. (Dell): -- Long-Term IDR upgraded to 'BB+' from 'BB'; -- Existing senior unsecured notes affirmed at 'BB'; Recovery rating revised to 'RR5' from RR4'. Dell International LLC (Dell International): -- Long-Term IDR upgraded to 'BB+' from 'BB'; -- Senior Secured Revolving Credit Facility (RCF) rated 'BBB-/RR1'; -- Senior Secured Term Loan A rated 'BBB-/RR1'; -- Senior Secured Term Loan B affirmed at 'BBB-/RR1'; -- Senior Secured Notes will be assumed from Diamond 1 Finance Corporation at closing affirmed at 'BBB-/RR1'; -- Senior Unsecured Notes will be assumed from Diamond 1 Finance Corporation at closing affirmed at 'BB+'; Assigned 'RR4' recovery rating. EMC Corporation (EMC): -- Long-Term IDR rated 'BB+'; -- Existing Senior Unsecured Notes rated 'BB/RR5'; -- Senior Secured Notes will be assumed from Diamond 2 Finance Corporation at closing affirmed at 'BBB-/RR1'; -- Senior Unsecured Notes will be assumed from Diamond 2 Finance Corporation at closing affirmed at 'BB+'; Assigned 'RR4' recovery rating. The Rating Outlook is Stable. DELL SOFTWARE: Moody's Assigns B2 CFR & Rates 1st Lien Debt B1 -------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating to first time issuer Seahawk Holding (Cayman) Limited (Dell Software Group, or DSG). Moody's also assigned B1 ratings to its 1st lien debt facilities and a Caa1 to its 2nd lien debt. The debt will be used as part of the financing for Francisco Partners' and Evergreen Coast Capital's acquisition of Dell, Inc.'s software business. The ratings outlook is stable. RATINGS RATIONALE The B2 Corporate Family Rating reflects the high leverage post-closing and challenges stabilizing revenues and setting DSG up as a stand-alone company. The ratings also consider the strong respective niche positions for the businesses that comprise DSG, Quest Software, SonicWall and One Identity. Though revenue growth has slowed or declined at each of the businesses since being acquired by Dell, Inc., each has a solid position within its markets. Based on estimated costs needed to run DSG on a standalone basis, pro forma leverage is over 6.5x and should fall to below 6x within 18 months once initial transition costs are completed. While the new owners' plans should improve profitability, execution risks remain. The ratings are bolstered by the potential value of each of the DSG businesses and potential for a sale of any of them to repay a significant portion of debt, particularly if the businesses return to historic growth rates, as well as the potential for significant cost savings post-closing. The ratings are constrained by the material adjustments to historical financial statements needed to estimate the run rate performance of the company. The ratings could face downward pressure if the business in not on track to drive leverage to under 6x and free cash flow to debt above 6% or if revenues for the company's core products do not return to steady growth. Some pruning of non-profitable lines is expected however which will mute overall growth. Though unlikely in the near term while the transformation to a stand-alone business is underway, ratings could be upgraded if leverage is expected to be sustained under 4.5x and free cash flow greater than 10%, particularly if accompanied by a public equity offering. Liquidity is expected to be good based on $130 million of cash at closing, an unfunded $100 million revolver and modest but positive free cash flow over the next twelve months. Though capital expenditures needed to set up the new business, transition costs, incentive payments and restructuring expenses are significant, the initial cash balances cover a majority if not all of the initial costs. These ratings were assigned: Issuer: Seahawk Holding (Cayman) Ltd Assignments: Probability of Default Rating, B2-PD Corporate Family Rating, B2 1st Lien Senior Secured Revolving Bank Credit Facility, B1 (LGD 3) 1st Lien Senior Secured Term Loan Bank Credit Facility, B1 (LGD 3) 2nd Lien Senior Secured Term Loan Bank Credit Facility, Caa1 (LGD 6) Outlook, Assigned Stable The principal methodology used in these ratings was Software Industry published in December 2015. Dell Software Group had revenues of approximately $1.35 billion for the fiscal year ended Jan. 31, 2016. DIFFERENTIAL BRANDS: Files Copy of Investor Presentation with SEC ----------------------------------------------------------------- During the month of September, members of senior management of Differential Brands Group Inc. will be presenting to or conducting one-on-one meetings with investors and analysts about the Company at several financial conferences. A copy of the investor presentation slides, substantially in the form expected to be used in the presentations and meetings, will be available on the Company's website at www.differentialbrandsgroup.com. In addition, the Company's presentation is available for free at: https://is.gd/XgxBsL About Differential Brands Differential Brands Group Inc., formerly Joe's Jeans Inc., is a platform that focuses on branded operating companies in the premium space. The Company's focus is on organically growing its brands through a global, omni-channel distribution strategy while continuing to seek opportunity to acquire accretive, complementary, premium brands. The Company's current brands are Hudson, a designer and marketer of women's and men's premium branded denim apparel, and Robert Graham, a sophisticated, eclectic style to the fashion market as an American-based company with an intention of inspiring a global movement. Joe's Jeans Inc. has completed the merger combining Hudson Jeans and Robert Graham. Additionally, the company has been renamed Differential Brands Group Inc. and will remain publicly listed on NASDAQ under the ticker DFBG. Differential Brands reported a net loss and comprehensive loss of $32.3 million on $80.2 million of net sales for the year ended Nov. 30, 2015, compared to a net loss and comprehensive loss of $27.7 million on $84.2 million of net sales for the year ended Nov. 30, 2014. As of June 30, 2016, the Company had $156.41 million in total assets, $107.08 million in total liabilities and $49.32 million in total equity. DIFFUSION PHARMACEUTICALS: Names David Kalergis as CEO ------------------------------------------------------ Effective Sept. 6, 2016, Diffusion Pharmaceuticals Inc. and David G. Kalergis entered into an employment agreement whereby Mr. Kalergis will serve as the Company's chief executive officer. The Employment Agreement has an indefinite term. Under the Employment Agreement, Mr. Kalergis will receive an annual salary of $410,000 and has a target bonus opportunity equal to 45% of his base salary. Mr. Kalergis' annual salary is subject to increase at the discretion of the Board of Directors of the Company. The Board may, in its discretion, pay a portion of Mr. Kalergis' annual salary and annual bonus in the form of equity or equity-based compensation, provided that commencing with the year following the year in which a Change of Control (as defined in the Employment Agreement) occurs, Mr. Kalergis' entire base salary and annual bonus will be paid in cash. For 2016, the cash portion of Mr. Kalergis' base salary is $214,000. In the event that Mr. Kalergis' employment is terminated by the Company other than for Cause, death or Disability or upon his resignation for Good Reason (as such terms are defined in the Employment Agreement), Mr. Kalergis will be entitled to any unpaid bonus earned in the year prior to the termination, a pro-rata portion of the bonus earned during the year of termination, continuation of base salary for 12 months, plus 12 months of COBRA premium reimbursement, provided that if such termination occurs within 60 days before or within 24 months following a Change of Control, then Mr. Kalergis will be entitled to receive the same severance benefits as provided above except he will receive (a) a payment equal to two times the sum of his base salary and the higher of his target annual bonus opportunity and the bonus payment he received for the year immediately preceding the year in which the termination occurred instead of 12 months of base salary continuation and (b) 36 times the monthly COBRA premium for Mr. Kalergis and his eligible dependents instead of 12 months of COBRA reimbursements (the payments in clauses (a) and (b) are paid in a lump sum in some cases and partly in a lump sum and partly in installments over 12 months in other cases). In addition, if Mr. Kalergis' employment is terminated by the Company without Cause or by Mr. Kalergis for Good Reason, in either case, upon or within 24 months following a Change of Control, then Mr. Kalergis will be entitled to full vesting of all equity awards received by Mr. Kalergis from the Company (with any equity awards that are subject to the satisfaction of performance goals deemed earned at not less than target performance). In the event that Mr. Kalergis' employment is terminated due to his death or Disability, Mr. Kalergis (or his estate) will be entitled to any unpaid bonus earned in the year prior to the termination, a pro-rata portion of the bonus earned during the year of termination, 12 months of COBRA premium reimbursement and accelerated vesting of (a) all equity awards received in payment of base salary or an annual bonus and (b) with respect to any other equity award, the greater of the portion of the unvested equity award that would have become vested within 12 months after the termination date had no termination occurred and the portion of the unvested equity award that is subject to accelerated vesting (if any) upon such termination under the applicable equity plan or award agreement (with performance goals deemed earned at not less than target performance, and with any equity award that is in the form of a stock option or stock appreciation right to remain outstanding and exercisable for 12 months following the termination date or, if longer, such period as provided under the applicable equity plan or award agreement (but in no event beyond the expiration date of the applicable option or stock appreciation right)). All severance is subject to the execution and non-revocation of a release of claims by Mr. Kalergis or his estate, as applicable. Mr. Kalergis is also subject to certain restrictive covenants, including a non-competition, customer non-solicitation and employee and independent contractor non-solicitation (each applicable during employment and for 24 months thereafter), as well as confidentiality and non-disparagement restrictions (each applicable during employment and at all times thereafter). About Diffusion Pharmaceuticals Diffusion Pharmaceuticals, as surviving entity in its merger with RestorGenex, is a clinical stage biotechnology company focused on extending the life expectancy of cancer patients by improving the effectiveness of current standard-of-care treatments including radiation therapy and chemotherapy. Diffusion is developing its lead drug, trans sodium crocetinate (TSC), for use in the many cancer types in which tumor hypoxia (oxygen deprivation) is known to diminish the effectiveness of current treatments. TSC targets the cancer's hypoxic micro-environment, re-oxygenating treatment-resistant tissue and making the cancer cells more vulnerable to the therapeutic effects of treatments such as radiation therapy and chemotherapy, without the apparent addition of any serious side effects. TSC has potential application in other indications involving hypoxia, such as stroke and neurodegenerative diseases. Diffusion reported a net loss of $23.8 million on $0 of revenues for the year ended Dec. 31, 2015, compared to a net loss of $14.4 million on $0 of revenues for the year ended Dec. 31, 2014. The Company's balance sheet at June 30, 2016, showed $19.9 million in total assets, $5.89 million in total liabilities and $14.0 million in total stockholders' equity. Deloitte & Touche LLP, in Chicago, Illinois, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses from operations and its present financial resources raise substantial doubt about its ability to continue as a going concern. DTI HOLDCO: S&P Assigns 'B' CCR & Rates Credit Facilities 'B' ------------------------------------------------------------- S&P Global Ratings said that it assigned its 'B' corporate credit rating to Atlanta-based DTI Holdco Inc. The outlook is stable. S&P also assigned its 'B' issue-level rating and '3' recovery rating to the company's senior secured credit facilities, which consist of a $100 million revolving credit facility expiring in 2021 and $1.195 billion term loan B maturing in 2023. The '3' recovery rating indicates S&P's expectation for meaningful (50% to 70%; lower half of the range) recovery of principal in the event of default. S&P's 'B' rating on DTI Holdco is based on the combined company's increased leverage profile pro forma the pending transformational combination of the two companies, and on its positioning in the relatively fragmented legal process outsourcing (LPO) and general business process outsourcing (BPO) markets. The company's roughly 50% contract-based recurring revenue base partly offsets these risks. DTI Holdco has had primarily acquisitive growth over the past several years, targeting LPO service companies to become a provider of complementary offerings for on- and off-site legal and administrative staffing, legal document review, court reporting, and domestic electronic discovery processing and hosting. The acquisition of Epiq Systems Inc. will incorporate the company's domestic and international eDiscovery services, as well as bankruptcy processing and class-action settlement administration offerings. The combined entity will benefit from a comprehensive suite of LPO offerings, Epiq's rapidly growing international eDiscovery presence, stable revenues, and low customer concentration. The LPO service provider market and broader BPO market have been relatively fragmented, with significant overlap in offerings between competitors, pressuring margins and narrowing organic revenue growth opportunities. S&P anticipates that DTI's positioning in eDiscovery, particularly international, will be the main revenue growth driver, while legacy staffing, document review, bankruptcy and settlement, and court reporting segments will experience more moderate flat to low-single-digit growth, as the competitive landscape remains saturated with BPO providers. S&P's assessment of DTI Holdco's financial risk profile is based on the company's significant debt burden, as well as on restructuring- and transaction-related costs that constrain operating metrics and cash flow in the near term. S&P anticipates these to be nonrecurring costs, the absence of which will allow for approximately $70 million of free operating cash flow in fiscal 2017. Adjusted leverage at transaction close is in the low 6x area, which S&P anticipates to decrease modestly to the high 5x area over 2017 through moderate organic revenue growth in eDiscovery segments, operating expense reductions, and required amortization and cash flow sweep on the senior term loan. Given the company's financial sponsor ownership, S&P do not net cash in its assessment of the company's leverage. S&P's base-case scenario assumes these: -- S&P Global GDP growth forecast of 2.3% in 2016 and 2.7% in 2017; -- Consolidated revenue of about $1 billion at transaction close, growing 3% to 4% in fiscal years 2017 and 2018, primarily as a result of international eDiscovery segment growth; -- Adjusted EBITDA margin of approximately 20% at transaction close, with 1- to 2-percentage-point expansion over fiscal years 2017 and 2018 due to labor- and capital-expenditures- related synergies; -- Allocation of 50% of excess cash flow to debt paydown as required under the credit agreement, stepping down to 25% and 0%, respectively, at 4.5x and 4.0x net leverage ratios; and -- No acquisitions in 2017 and 2018 The stable outlook reflects S&P's expectation over the next 12 months for low- to mid-single-digit organic revenue growth and moderate margin expansion through labor and capital expenditure synergies. S&P anticipates low 6x adjusted leverage at transaction close with modest deleveraging through required amortization payments and cash flow sweep to bring adjusted leverage to the high 5x area in 2017. Although a downgrade or upgrade are unlikely over 2016 and 2017, S&P could consider a downgrade if unanticipated operating performance weakness, acquisition integration difficulties, or adoption of a more aggressive financial policy cause debt to EBITDA to be sustained above 7x. S&P could consider an upgrade if DTI is able to execute organic revenue growth and deleveraging through realization of synergies and paydown of debt from required amortization payments and cash flow sweep such that debt to EBITDA is sustained below 5x. E MENDOZA & CO: Names Nelson Robles-Diaz as Counsel --------------------------------------------------- E. Mendoza & Co., Inc. seeks authorization from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Nelson Robles-Diaz, P.S.C. as counsel, effective August 19, 2016. The Debtor requires Robles-Diaz to: (a) prosecute the motions and applications filed; (b) advise/represent the Debtor with respect to its duties, rights and powers; (c) advise/represent the Debtor in negotiations with creditors; (d) advise/represent the Debtor in analyzing the claims; (e) advise/represent the Debtor with respect to its various investigations of claims, causes of action and other matters; (f) advise/represent the Debtor with respect to any negotiations and litigation that may be necessary, and at hearings and other proceedings; (g) advise/represent the Debtor with respect to pleadings and applications as may be necessary in furtherance of the Debtor's interests and objectives; and (h) advise/representing the Debtor with respect to such other matters as may be required and are deemed to be in the interests of the Debtor in accordance with the applicable law. Robles-Diaz will be paid at these hourly rates: Nelson Robles-Diaz $250 Paralegals and Law Clerks $40-$50 Robles-Diaz will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor and Robles-Diaz agreed on a $12,000 retainer. Nelson Robles-Diaz 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. Nelson Robles-Diaz can be reached at: Nelson Diaz Robles, Esq. NELSON ROBLES-DIAZ LAW OFFICES PSC P.O. Box 192302 San Juan, PR 00912 Tel: (787) 294-9518 Fax: (787) 294-9519 E-mail: nroblesdiaz@gmail.com About E. Mendoza & Co Inc E. Mendoza & Co. Inc., based in San Juan, P.R., filed a Chapter 11 petition (Bankr. D.P.R. Case No. 16-06661) on August 22, 2016. Nelson Robles Diaz, Esq., serves as bankruptcy counsel. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Marta Fernandez Torres, secretary. EMC CORP: S&P Lowers CCR to 'BB+', Off CreditWatch Negative ----------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on EMC Corp. to 'BB+' from 'A' (the same as our rating on Dell Technologies Inc.). At the same time, S&P removed the corporate credit rating from CreditWatch, where it had placed it with negative implications on Oct. 12, 2015, following Dell Technologies' announcement that it would acquire EMC. The rating outlook is stable. S&P also lowered its issue-level rating on EMC's outstanding senior unsecured notes, totaling $5.5 billion, to 'BB-' from 'A' and assigned the notes a recovery rating of '6', reflecting S&P's expectation of negligible (0%???10%) recovery in the event of a payment default. The senior unsecured notes will remain outstanding and become a part of Dell Technologies' overall debt capital structure. The $5.5 billion outstanding senior unsecured notes do not have guarantees from Dell Technologies, Dell, Dell International LLC, or EMC's direct or indirect wholly owned subsidiaries, unlike the unsecured notes totaling $3.25 billion issued by coborrowers Dell and EMC. S&P subsequently withdrew its 'BB+' corporate credit rating on EMC and S&P's 'A-1' short-term rating on the company's commercial paper program, following the repayment of amounts outstanding, at the issuer's request. "The rating actions follow the closing of Dell Technologies' acquisition of EMC," said S&P Global Ratings' credit analyst David Tsui. With the transaction close, EMC becomes a wholly owned subsidiary of Dell, and S&P believes it becomes core to Dell according to our group rating methodology assessment. Thus, S&P equalizes its corporate credit rating on EMC with those on its parent, Dell, at 'BB+'. In S&P's view, EMC is highly unlikely to be sold by Dell Technologies, because the company is successful at its business, it has a long-term commitment from Dell's management, and it operates in a business segment that is integral to Dell Technologies' overall strategy. ENBRIDGE INCOME: DBRS Confirms BB Jr Subordinated Debt Rating ------------------------------------------------------------- DBRS Limited confirmed all ratings of Enbridge Income Fund (EIF), Enbridge Pipelines Inc. (EPI), Enbridge Gas Distribution Inc. (EGD) and Enbridge Energy Partners, L.P. (EEP) as follows, with Stable trends and removed them from Under Review with Developing Implications, where they were placed on September 6, 2016: -- EIF, Issuer Rating of BBB (high) -- EIF, Senior Unsecured Long-Term Notes rated BBB (high) -- EPI, Issuer Rating of "A" -- EPI, Medium-Term Notes and Unsecured Debentures rated "A" -- EPI, Commercial Paper rated R-1 (low) -- EGD, Issuer Rating of "A" -- EGD, Unsecured Debentures & Medium-Term Notes rated "A" -- EGD, Commercial Paper rated R-1 (low) -- EGD, Cum. & Cum. Redeemable Convertible Preferred Shares rated Pfd-2 (low) -- EEP, Issuer Rating of BBB -- EEP, Senior Unsecured Notes rated BBB -- EEP, Junior Subordinated Notes rated BB (high) -- EEP, Commercial Paper rated R-2 (middle) DBRS has also maintained the following ratings of Enbridge Inc. (ENB) Under Review with Developing Implications, where they were placed on September 6, 2016: -- ENB, Issuer Rating of BBB (high) -- ENB, Medium-Term Notes & Unsecured Debentures rated BBB (high) -- ENB, Cumulative Redeemable Preferred Shares rated Pfd-3 (high) -- ENB, Commercial Paper rated R-2 (high) BACKGROUND On September 6, 2016, ENB announced that it has entered into a definitive merger agreement with Spectra Energy Corp (SEC), a Houston, Texas-based energy company that indirectly owns and operates a large and diversified portfolio of predominantly natural gas-related assets in North America, including pipelines, storage and processing operations in the Northeastern and Southwestern United States and Western Canada and natural gas distribution and storage in Ontario through its wholly owned subsidiary, Spectra Energy Capital, LLC (Spectra Capital, rated BBB). Spectra Capital's subsidiaries include 79%-owned Spectra Energy Partners, 100%-owned Westcoast Energy Inc. (Westcoast, rated A (low)), Union Gas Limited (Union, rated "A"; 100% owned by Westcoast) and a 50% investment in DCP Midstream, LLC (Phillips 66 is the other 50% owner). ENB will acquire all of the common shares of SEC in a stock-for-stock transaction (the Transaction) that values SEC common stock at approximately $37 billion (USD 28 billion) based on the closing price of ENB's common shares on September 2, 2016. ENB will also assume consolidated SEC debt of approximately $22 billion (USD 14.8 billion). The Transaction, which is expected to close in Q1 2017, has been unanimously approved by the boards of directors of both companies, but remains subject to ENB and SEC shareholder approval and certain regulatory approvals. Upon closing, SEC will become an indirect wholly-owned subsidiary of ENB (independent of other DBRS-rated subsidiaries) and will cease to be a publicly held corporation. Please refer to DBRS's press release dated September 6, 2016, for further details. UPDATE DBRS had the opportunity to meet with the senior management teams of both companies prior to the Transaction being announced to discuss details of the merger. DBRS was also provided with considerable documentation relating to the Transaction. After a review of the information provided and the September 6, 2016 announcement, followed by the conference call hosted by both companies, DBRS has determined that closing of the Transaction, as announced, will not impact the credit quality of ENB's DBRS-rated subsidiaries (EIF, EPI, EGD and EEP) and has therefore confirmed these ratings. POTENTIAL IMPACT ON ENB DBRS believes that the Transaction, as proposed, before considering the potential sale of non-core assets, will be neutral for ENB's overall business risk profile. The SEC acquisition provides increased diversification (on both geographic and product mix bases) as well as significantly increased size and scale to ENB's business, which DBRS views as moderately positive. However, DBRS believes that SEC's business risk profile is modestly weaker than that of ENB, particularly with respect to the former's 50% investment in DCP Midstream LLC, which although a small component of the combined entity, currently includes significant commodity price exposure within its gas gathering and processing contract portfolio. DBRS notes that the combined contractual and counterparty positions remain very strong, with approximately 96% of pro forma cash flow generated by cost-of-service, take-or-pay or fee-based contracts and 93% from strong investment-grade or equivalent counterparties. With respect to the financial risk profile, ENB stated that it expects to fund future growth in a manner that is consistent with maintaining a strong investment-grade credit profile with key target metrics of 15% funds from operations (FFO) to debt and five times debt-to-EBITDA, which DBRS views as falling well within the financial parameters of the existing rating and likely to be achieved in late 2018 or early 2019. DBRS notes that both ENB and SEC have significant capex programs over the medium term, with ENB's back-end loaded and SEC's highly front-end loaded programs combining into a somewhat smoother overall pattern through 2019. DBRS expects near-term pressure on ENB's credit metrics to continue as a result of the relatively high near-term capex ($12.9 billion in 2017), largely offset by issuance of substantial common equity for the Transaction. However, DBRS expects the recovery in key credit metrics (on both consolidated and non-consolidated bases) at the combined entity to be faster than previously expected from ENB on a stand-alone basis. Finally, with respect to structural subordination concerns previously identified by DBRS at the ENB level, the closing of the Transaction under the currently contemplated corporate structure is expected to be beneficial, given that no new debt would be raised at the ENB level and common dividends that were previously paid to SEC common shareholders would now be available to be paid to ENB. Consequently, DBRS expects to confirm all of ENB's ratings with Stable trends in the event that the Transaction closes as contemplated. This expectation is based on a number of key DBRS assumptions, including no new material debt at the ENB level (aside from potential migration of Spectra Capital's long-term debt to ENB over time) as a result of the Transaction, migration of the combined entity's common dividend payout ratio towards the low end of the 50% to 60% range over the medium term, achievement of the contemplated improvement in credit metrics over the current planning period and no increase in structural subordination at the ENB level from currently contemplated levels. Changes to any of these, and other, key assumptions would cause DBRS to revisit the current ratings. Notes: All figures are in Canadian dollars unless otherwise noted. ENERGY XXI: Committee Seeks Vacation of Disclosure Statement Order ------------------------------------------------------------------ BankruptcyData.com reported that Energy XXI's official committee of unsecured creditors filed with the U.S. Bankruptcy Court a motion for an order vacating the Court's July 18, 2016 order approving Energy XXI's Disclosure Statement. In a heavily redacted motion, the creditors assert, "The testimony recently provided by the Independent Directors clearly shows that various critical statements contained within the Disclosure Statement are not true. The Debtors' inclusion of such untrue statements renders the Disclosure Statement materially misleading and threatens the overall integrity of the solicitation process commence with respect to the Proposed Plan. The Bankruptcy Rules provide a specific remedy for addressing this type of problem. Specifically, Bankruptcy Rule 9024 incorporates Rule 60 of the Federal Rules of Civil Procedure, which provides, in relevant part, that 'the court may relieve a party . . . from a final judgment, order, or proceeding for the following reasons: (2) newly discovered evidence that, with reasonable diligence, could not have been discovered in time to move for a new trial under Rule 59(b); (3) fraud (whether previously called intrinsic or extrinsic), misrepresentation, or misconduct by an opposing party; . . . or (6) any other reason that justifies relief.' There are several independent bases upon which this rule may be employed. First, the aforementioned recent deposition testimony of the Independent Directors is 'newly discovered evidence' which the Committee could not have been aware of at the time of the hearing to consider approval of the Disclosure Statement." The Court scheduled a September 13, 2016 hearing on the motion. About Energy XXI Ltd Energy XXI Ltd (OTCMKTS: EXXIQ) was incorporated in Bermuda on July 25, 2005. With its principal operating subsidiary headquartered in Houston, Texas, Energy XXI is engaged in the acquisition, exploration, development and operation of oil and natural gas properties onshore in Louisiana and Texas and in the Gulf of Mexico Shelf. Energy XXI Ltd and 25 of its affiliates filed bankruptcy petitions (Bankr. S.D. Tex. Lead Case No. 16-31928) on April 14, 2016. The petitions were signed by Bruce W. Busmire, the CFO. Judge Karen K. Brown is assigned to the cases. Energy XXI Ltd on April 14, 2016, also filed a winding-up petition commencing an official liquidation proceeding under the laws of Bermuda before the Supreme Court of Bermuda. The Debtors sought bankruptcy protection after reaching a deal With lenders on the filing of a restructuring plan that would convert $1.45 billion owed to second lien noteholders into equity of the reorganized company. Energy XXI scheduled $95,979,564.02 in total assets and $2,749,509,954.98 in total liabilities as of the petition date. The Debtors have hired Vinson & Elkins LLP as counsel, Gray Reed & McGraw, P.C. as special counsel, Conyers Dill & Pearman as Bermuda counsel, Locke Lord LLP as regulatory counsel, PJT Partners LP as investment banker, Opportune LLP as financial advisor, Epiq Systems, Inc., as notice and claims agent. Wilmer Cutler Pickering Hale and Dorr LLP represent an ad hoc group of certain holders and investment advisors and managers for holders of obligations arising from the 8.25% Senior Notes due 2018 issued pursuant to that certain Indenture, dated as of Feb. 14, 2011, by and among EPL Oil & Gas, Inc., certain of EPL's subsidiaries, as guarantors, and U.S. Bank National Association, as trustee. The Office of the U.S. Trustee on April 26, 2016, appointed five creditors of Energy XXI Ltd. to serve on the official committee of unsecured creditors. The Committee retains Heller, Draper, Patrick, Horn & Dabney LLC as its co-counsel, Latham & Watkins LLP as its co-counsel, and FTI Consulting, Inc. as its financial advisor. The U.S. Trustee also appointed an Official Committee of Equity Security Holders. The Equity Committee retained Hoover Slovacek LLP as its legal counsel, and Williams Barristers & Attorneys, as Bermuda counsel. The Ad Hoc Committee of Second Lien Noteholders is represented in the case by Robert Bernard Bruner --bob.bruner@nortonrosefulbright.com -- at Norton Rose Fulbright. ESSER FAMILY: Unsecureds To Recover 2% On Plan Effective Date ------------------------------------------------------------- Esser Family Dental, Inc., filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a fourth amended disclosure statement dated Sept. 6, 2016, to accompany its Chapter 11 plan. A full-text copy of which is available at: http://bankrupt.com/misc/14-11051-188.pdf The Plan provides for these creditor recoveries: * Secured creditor PNC -- The secured claim of PNC will be paid with interest at 5% over 15 years for a monthly payment of $1,285.10. * Secured creditor Patterson Dental -- The secured claim of Patterson Dental will be paid with interest at 5% over 5 years for a monthly payment of $612. * Unsecured Creditors will be paid 2% on Effective Date. 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). The Debtor's counsel: Guy C. Fustine, Esquire KNOX MCLAUGHLIN GORNALL & SENNETT, P.C. 120 West Tenth Street Erie, PA 16501 EVANS & SUTHERLAND: Appoints New CEO and President -------------------------------------------------- Evans & Sutherland Computer Corporation announced the appointment of Jonathan Shaw as chief executive officer and a member of the Board of Directors in connection with the retirement of David Bateman as the Company's CEO and Board member, and the promotion of Kirk Johnson to president and chief operating officer, both effective Sept. 6, 2016. Mr. Johnson will report to Mr. Shaw. As members of the E&S Executive Management Team, they will work closely together on product and strategy development, marketing and sales to drive value to our customers, shareholders and employees. "We are extremely pleased that Jon has accepted the role of CEO of E&S," said L. Tim Pierce, Chairman of the Board of the Company. "Jon has served as the President of our wholly owned subsidiary, Spitz, Inc., for more than 14 years. He has led all of the major initiatives that have resulted in Spitz becoming a world leader in supplying dome projection screens, education-focused planetariums, unique architectural structures and developing opportunities in theme parks." "I am honored to be given the opportunity to be E&S's next CEO. It is a privilege to be part of an organization with such a rich history and capability. I look forward to working with the Board and the very talented staff at E&S and Spitz to pursue future growth opportunities and to maximize the value of our shareholders' investment," said Mr. Shaw. Throughout his career, Mr. Shaw has successfully held senior-level positions in operations, manufacturing, sales, product management, marketing and general management. Mr. Shaw was appointed president and chief executive officer of E&S's subsidiary, Spitz, Inc., in November 2001, where he held various management positions since 1985. Prior to Spitz, Jon held several engineering positions with Mobil Oil Corporation. He holds a BS in Engineering from the University of Delaware and an MBA from Widener University. Kirk Johnson will assume the role of president and chief operating officer. Mr. Johnson was appointed vice president and general manager of E&S's Digital Theater Division in 2002. He joined E&S in 1990 and held various engineering and management positions prior to his VP role. Prior to E&S, Mr. Johnson worked as an FCC compliance and regulatory engineer and project manager at Communication Certification Laboratory. He holds a BS in Electrical Engineering and an MBA, both from the University of Utah. "We congratulate Kirk in his new role at E&S. It is very exciting to have him expand his role on our Executive Management Team which will allow him to utilize the skills, relationships and industry knowledge that he has gained while working at E&S for the last 26 years," said Mr. Pierce. "I look forward to working with the Board, Jon and our employees to continue to provide the exceptional products and services that our customers have come to expect from E&S. I am excited to more fully integrate E&S and Spitz in order to consolidate costs, increase profitability and grow our business," said Mr. Johnson. "The entire Company is very grateful for the steady leadership Dave Bateman has brought to his 10 years of service as our CEO," Mr. Pierce said. "Dave has tirelessly worked to resolve many significant challenges faced by the Company, including the very important 2014 resolution of the liabilities associated with the Company's pension plan. He has been a great leader and colleague and we wish him the best in retirement as he moves to this next phase of his life." On Sept. 2, 2016, the board of directors of Evans & Sutherland approved a form of indemnification agreement to be entered into with the Company's directors and officers. The Company also entered into the Indemnification Agreement with each of its independent directors and with Messrs. Shaw and Johnson. A full-text copy of the Form 8-K filing with the Securities and Exchange Commission is available for free at https://is.gd/TOhdes About Evans & Sutherland Salt Lake City, Utah-based Evans & Sutherland Computer Corporation in conjunction with its wholly owned subsidiary, Spitz Inc., creates innovative digital planetarium systems and cutting-edge, fulldome show content. E&S has developed Digistar 5, the world's leading digital planetarium with fulldome video playback, real- time computer graphics, and a complete 3D digital astronomy package fully integrated into a single theater system. This technology allows audiences to be immersed in full-color, 3D computer-generated interactive worlds. As a full-service system provider, E&S also offers Spitz domes, hybrid planetarium systems integrated with Digistar and a full range of theater systems from audio and lighting to theater automation. E&S markets include planetariums, science centers, themed attraction venues, and premium large-format theaters. E&S products have been installed in over 1,300 theaters worldwide. Evans & Sutherland reported a net loss of $1.27 million on $35.3 million of sales for the year ended Dec. 31, 2015, compared to a net loss of $1.30 million on $26.5 million of sales for the year ended Dec. 31, 2014. As of July 1, 2016, Evans & Sutherland had $22.31 million in total assets, $23.61 million in total liabilities and a $1.30 million total stockholders' deficit. FIELDPOINT PETROLEUM: Credit Line Default Raise Going Concern Doubt ------------------------------------------------------------------- FieldPoint Petroleum Corporation filed its quarterly report on Form 10-Q, disclosing a net loss of $587,433 on $780,580 of total revenue for the three months ended June 30, 2016, compared with a net loss of $261,172 on $1.18 million of total revenue for the same period last year. The Company's balance sheet at June 30, 2016, showed $9.20 million in total assets, $9.76 million in total liabilities, and a stockholders' deficit of $557,072. Continued low oil and natural gas prices during 2015 and 2016 have had a significant adverse impact on its business, and as a result of the Company's financial condition, substantial doubt exists that the Company will be able to continue as a going concern. As of June 30, 2016, the Company has a working capital deficit of approximately $6,441,000 primarily due to the classification of its line of credit as a current liability. The line of credit provides for certain financial covenants and ratios measured quarterly which include a current ratio, leverage ratio, and interest coverage ratio requirements. The Company is out of compliance with all three ratios as of June 30, 2016, and it does not expect to regain compliance in 2016 without an amendment to its credit agreement. The Company had requested that Citibank amend the credit agreement and/or waive some or all of the covenants, and while they have been open and cooperative, there is no assurance that an accommodation will be reached. The Company is currently in technical default of the Loan Agreement unless and until such amendment or waiver is granted, Citibank could require us to pay off the note and the Company would need to secure alternative financing in the debt or equity market which may or may not be available. Citibank is in a first lien position on all of the Company's properties. The Company is current on all interest payments but Citibank lowered its borrowing base from $11,000,000 to $5,500,000 on December 1, 2015. As a result of the redetermination of the credit base, the Company had a borrowing base deficiency in the amount of $1,495,000 on December 1, 2015. As an election under the Loan Agreement, the Company agreed to pay and cure the deficiency in three equal monthly installments of $498,333 each, due on December 31, 2015, January 31, 2016 and February 29, 2016. The Company made its first required deficiency payment in the amount of $516,667 on December 29, 2015. However, it did not make the required deficiency payments in January or February 2016. As of June 30, 2016, the Company's loan balance is $6,478,333 and its borrowing base deficiency is $978,333. A copy of the Form 10-Q is available at: https://is.gd/qUInSV FieldPoint Petroleum Corporation acquires, operates and develops oil and gas properties. The Austin, Texas-based Company currently has ownership interests in 480 gross producing wells across Texas, Oklahoma, Wyoming, New Mexico, and Louisiana. FIRED UP: Vernon Law Replaces Lewis Brisbois as Special Counsel --------------------------------------------------------------- Fired Up, Inc., files with the U.S. Bankruptcy Court for the Western District of Texas an amended application for authority to employ special counsel for the Debtor, substituting Lewis, Brisbois, Bisgaard & Smith, LLP for The Vernon Law Group, PLLC. The Debtor proposes to employ the Firm to perform these services for the estate: prepare Franchise Disclosure Documents for Johnny Carina's Italian Restaurants, perform franchise registration and renewal filings in applicable states, provide franchise advice with regard to ongoing business operations, and to insure the necessary disclosures and filings are made if a sale of the Debtor's assets includes its franchises. The Firm will charge the Debtor for its legal services on an hourly basis at these rates: John Vernon -- $575/hour, Vickie Driver -- $395/hour, Taylor Vernon -- $325/hour, and Christina Stephenson -- $325/hour. Vernon Law received payments from the Debtor in the amount of $20,157 during the year prior to this bankruptcy case. No fees were owed as of the Petition Date except for fees incurred during the week prior to bankruptcy. Vernon Law also received a retainer from the Debtor in the amount of $15,000. The retainer was paid from the Debtor's funds. John Vernon, Esq., an attorney with Lewis Brisbois, assures the Court that the Firm is a disinterested person within the meaning of Sections 101(14) and 327 of the Bankruptcy Code. The Firm can be reached at: John Vernon, Esq. Vickie L. Driver, Esq. Christina W. Stephenson, Esq. LEWIS, BRISBOIS, BISGAARD & SMITH, LLP 2100 Ross Avenue, Suite 2000 Dallas, TX 75201 Telephone: (214) 722-7100 Facsimile: (214) 722-7111 E-mail: john.vernon@lewisbrisbois.com vickie.driver@lewisbrisbois.com. christina.stephenson@lewisbrisbois.com About Fired Up, Inc. Fired Up, Inc., the Austin, Texas-based owner and operator of the Johnny Carino's Italian restaurant chain, sought Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on March 27, 2014, in Austin. It estimated assets and debt of $10 million to $50 million. As of the bankruptcy filing, Fired Up had 2,900 employees and owned and operated 46 company-owned stores known as Johnny Carino's Italian in seven states (Texas, Arkansas, Colorado, Louisiana, Idaho, Kansas and Missouri) and 61 franchised or licensed locations in 17 states and four other countries (Bahrain, Dubai, Egypt and Kuwait). The Debtor disclosed $10,360,877 in assets and $36,139,375 in liabilities. The Debtor is represented by Barbara M. Barron, Esq. and Lynn Saarinen, Esq. at Barron & Newburger, P.C., in Austin. The U.S. Trustee appointed a seven-member Official Committee of Unsecured Creditors. The Committee tapped Pachulski Stang Ziehl & Jones LLP as its counsel, and FTI Consulting, Inc., as its financial advisor. FORESIGHT ENERGY: Christopher Cline, et al., File Schedule 13D -------------------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, these reporting persons disclosed beneficial ownership of common units representing limited partner interests, no par value, of Foresight Energy LP as of Aug. 30, 2016: (i) Christopher Cline may be deemed to beneficially own 20,504,039 Common Units, which represents approximately 31.0% of the outstanding Common Units. Cline has sole voting and dispositive power over the 20,504,039 Common Units, 19,040,490 of which are owned directly by Cline and 1,463,549 Common Units of which are owned directly by Cline Resource and Development Company, which is wholly owned by Cline; (ii) Cline Trust Company and Donald R. Holcomb may be deemed to beneficially own 20,323,188, which represents approximately 30.7% of the outstanding Common Units. Cline Trust Company and its manager, Holcomb, share voting and dispositive power over the 20,323,188 Common Units held directly by Cline Trust Company; (iii) Michael J. Beyer may be deemed to beneficially own 440,994 Common Units, which represents approximately 0.7% of the outstanding Common Units. Beyer has sole voting and dispositive power over the 440,994 Common Units owned directly by Thunderwood Capital, LLC, of which Beyer is manager; (iv) John Dickinson may be deemed to beneficially own 2,454,597 Common Units, which represents approximately 3.7% of the outstanding Common Units. Dickinson has sole voting and dispositive power over the 2,454,597 Common Units owned directly by Munsen LLC, of which Dickinson is manager; (v) Andrew Rimbach may be deemed to beneficially own 2,924,783 Common Units, which represents approximately 4.4% of the outstanding Common Units. Rimbach has sole voting and dispositive power over the 2,924,783 Common Units owned directly by Filbert Holdings LLC, of which Rimbach is manager; and (vi) Brian Glasser may be deemed to beneficially own 650,626 Common Units, which represents approximately 1.0% of the outstanding Common Units. Glasser has sole voting and dispositive power over the 650,626 Common Units owned directly by Forest Glen Investments LLC, of which Glasser is manager. The percentages are based upon 66,096,093 Common Units of the Company outstanding as of Aug. 5, 2016, as disclosed in the Company's quarterly report on Form 10-Q filed Aug. 9, 2016. In the event the Reporting Persons were deemed to be a "group" within the meaning of Section 13(d)(3) of the Exchange Act, such group would beneficially own 47,298,227 Common Units, which represents 71.6% of the outstanding Common Units. A full-text copy of the regulatory filing is available at: https://is.gd/7eGzUB About Foresight Energy Foresight Energy mines and markets coal from reserves and operations located exclusively in the Illinois Basin. As of Dec. 31, 2015, the Company has invested over $2.3 billion to construct state-of-the-art, low-cost and highly productive mining operations and related transportation infrastructure. The Company controls over 3 billion tons of proven and probable coal in the state of Illinois, which, in addition to making the Company one of the largest reserve holders in the United States, provides organic growth opportunities. The Company's reserves consist principally of three large contiguous blocks of uniform, thick, high heat content (high Btu) thermal coal which is ideal for highly productive longwall operations. Thermal coal is used by power plants and industrial steam boilers to produce electricity or process steam. Foresight Energy reported a net loss attributable to limited partner units of $39.47 million on $984.85 million of total revenues for the year ended Dec. 31, 2015, compared to net income attributable to limited partner units of $70.19 million on $1.10 billion of total revenues for the year ended Dec. 31, 2014. As of June 30, 2016, Foresight had $1.74 billion in total assets, $1.79 billion in total liabilities and a total partners' deficit of $45.9 million. Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, noting that the Partnership is in default of certain provisions of its long-term debt and capital lease obligations, resulting in a working capital deficit as of Dec. 31, 2015. These conditions raise substantial doubt about the Partnership's ability to continue as a going concern. * * * The Troubled Company Reporter on March 22, 2016, reported that Standard & Poor's Ratings Services said it lowered its corporate rating on St. Louis-based Foresight Energy to 'D' from 'CCC-'. As reported by the TCR on Sept. 5, 2016, Moody's Investors Service upgraded the corporate family rating (CFR) of Foresight Energy, LLC to Caa2 from Caa3, as well as the probability of default rating (PDR) to Caa2-PD from Caa3-PD, and the senior secured rating to Caa1 from Caa2. The upgrade reflects the resolution of uncertainties related to the bondholder litigation and the events of default, reduction in cash interest payments, and our expectation of the gradual reduction in leverage, as a result of convertible PIK notes maturing in October 2017 and excess cash flow being directed towards the senior secured debt repayment. GAWKER MEDIA: Employs Citrin Cooperman as Independent Auditor ------------------------------------------------------------- Gawker Media LLC and its debtor affiliates ask for authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Citrin Cooperman & Company, LLP, as their independent auditor and accounting services provider effective nunc pro tunc to the Petition Date. As auditor, Citrin will: a. provide general and technical accounting advice; b. assist with due diligence requests such as coordinating workpaper reviews and responding to management inquiries about historical accounting records; c. provide fiscal audit for the year ending December 31, 2015; d. provide audit services, relating to an employee benefit plan audit for the year ending December 31, 2015; and e. respond to New York State sales and use tax audit. Citrin's current hourly rates for matters related to these Chapter 11 Cases range as: Billing Category Range ---------------- ----- Partners $475-560 Managers and Directors $410-460 Staff Accountants $200-250 Support Staff $90-190 The Debtors propose to compensate Citrin on an hourly basis, plus reimbursement of actual, necessary expenses and other charges incurred by Citrin according to its customary reimbursement policies. As of the Petition Date, no amounts were outstanding with respect to invoices issued by Citrin for prepetition services. The Debtors paid $220,234 to Citrin during the period 90 days prior to the Petition Date in compensation for the Prepetition Services. The Debtors paid $5,000 to Citrin on May 25, 2016, as an advance payment retainer. As of the Petition Date, the Debtors' retainer balance with Citrin remained $5,000. Michael Rhodes -- mrhodes@citrincooperman.com -- a Partner at Citrin, assures the Court that Citrin is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Court will commence a hearing on September 13, 2016, at 10:00 a.m. (ET), to consider the Motion. 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. 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. Counsel to US VC Partners LP, as Prepetition Second Lien Lender, are David Heller, Esq., and Keith A. Simon, Esq., at Latham & Watkins LLP. Counsel to Cerberus Business Finance, LLC, as DIP Lender, are Adam C. Harris, Esq., at Schulte Roth & Zabel LLP. GENERAL PRODUCTS: Creditors' Panel Hires Conway as Fin'l Advisor ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of General Products Corporation, et al., seeks authorization from the U.S. Bankruptcy Court for the Southern District of Michigan to retain Conway Mackenzie, Inc., as financial advisor for the Committee, nunc pro tunc to July 18, 2016. The Committee requires Conway Mackenzie to: a. attend the meetings of the Committee; b. analyze and review financial information; c. assist in the efforts to sell assets of or reorganize the Debtor in a manner that maximizes value for creditors; d. provide financial advice; e. prepare financial analysis as requested by the Committee and/or its legal advisors; f. review and investigate prepetition transactions in which the Debtors and/or their insider(s) were involved; g. analyze and negotiate any proposed sale, plan or exit strategy in these cases; h. confer with the Debtors' advisors, management and counsel; i. review the Debtor's schedules, statements of financial affairs and business plan; and j. review and analyze the Debtors' work product of the Debtors' investment bankers and financial advisors. Conway Mackenzie professionals who will work on the Debtors' cases and their hourly rates are: Steven Wybo $585 Glenn Kushiner $500 Patrick Kelleher $360 Paraprofessional $130 Lowenstein Sandler will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven Wybo, senior managing director of Conway Mackenzie, 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 Debtors and their estates. Conway Mackenzie can be reached at: Steven Wybo Conway Mackenzie, Inc. 401 S. Old Woodward Avenue, Suite 340 Birminghan, MI 48009 Phone: 248-433-3100 E-mail: SWybo@ConwayMacKenzie.com About General Products ??????General Products Corporation and General Products Mexico, LLC, both based in Livonia, MI, filed a Chapter 11 petition (Bankr. E.D. Mich. Case Nos. 16-49267 and 16-49269) on June 27, 2016.????The Hon. Thomas J. Tucker (16-49267) and Walter Shapero (16-49269) preside over the case. Rachel L. Hillegonds, Esq. and John T. Piggins, Esq., at Miller Johnson, as bankruptcy counsel. ??????In its petition, General Products Corporation estimated $50 million to $50 million in both assets and liabilities.????General Products Mexico estimated $50,000 to $50 million in both assets and liabilities.????The petition was signed by Andrew Masullo, president and chief executive officer. The Debtors have hired Miller Johnson as counsel, Blue-Water Partners as financial advisor and Robert Zimmer as consultant. ??????The Office of the U.S. Trustee appointed an official committee of unsecured creditors in the case. GENERAL PRODUCTS: Hires Hilco Industrial as Auctioneer ------------------------------------------------------ General Products Corporation seeks authority from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Hilco Industrial, LLC as auctioneer to the Debtor. General Products requires Hilco Industrial to market and sell the Debtor's assets located at 188 Earl Davis Dr, Russellville, KY 42276 ("Assets"), and to provide these services: a. develop an advertising and marketing plan for the sale of the Assets; b. implement the advertising and marketing plan as deemed necessary or appropriate by Hilco Industrial to maximize the net recovery on the Assets; c. prepare for the sale of the Assets, including gathering specifications and photographs for pictorial brochures and arrange the Assets in a manner, which in Hilco Industrial's judgment would be designed to enhance the net recovery on the Assets; d. provide fully qualified and experienced personnel who will prepare for and sell the Assets in accordance with the terms of the agreement; e. provide a complete auction crew to handle computerized accounting functions necessary to provide auction buyers with invoices and the Debtor with a complete accounting of all Assets sold at the auction; f. oversee the removal of Assets by buyers from the Location; g. sell the Assets for cash or other immediately available funds to the highest bidders on an "AS IS," "WHERE IS" and "all sales are final" basis and in accordance with the terms of the agreement; h. charge and collect on behalf of the Debtor from all purchasers any purchase price together with all applicable taxes in connection therewith; i. deposit all collected Gross Proceeds into a separate account maintained by Hilco Industrial and remit such proceeds to the Debtor, less any amounts due to Hilco Industrial, within 30 days after the sale of each Asset; and j. submit an initial sales report to the Debtor within 14 days after the sale of the Assets and a final complete sales report to the Debtor within 14 days after the end of the term. Under the Asset Marketing Agreement, Hilco Industrial provides a guaranteed return to the Debtor of $350,000, which will be paid to the Debtor no later than 2 days prior to the auction. Upon payment of the guaranty amount, Hilco Industrial will be entitled to retain the first $425,000 in proceeds from the sale of the Assets. Thereafter, Hilco Industrial and the Debtor will split all remaining proceeds from the sales of the Assets with 20% to be paid to Hilco Industrial and 80% to the Debtor. Additionally, Hilco Industrial shall be entitled to charge a buyer's premium of 16% on all sales. Brent Bonham, chief operating officer of Hilco Industrial, 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 Debtor and its estates. Hilco Industrial can be reached at: Brent Bonham HILCO INDUSTRIAL, LLC 5 Revere Drive, Suite 206 Northbrook, IL 60062 Tel: (847) 509-1100 About General Products General Products Corporation and General Products Mexico, LLC, both based in Livonia, MI, filed a Chapter 11 petition (Bankr. E.D.Mich. Case Nos. 16-49267 and 16-49269) on June 27, 2016. The Hon. Thomas J. Tucker (16-49267) and Walter Shapero (16-49269) preside over the case. Rachel L. Hillegonds, Esq. and John T. Piggins,Esq., at Miller Johnson, as bankruptcy counsel. In its petition, General Products Corporation estimated $50 million to $50 million in both assets and liabilities. General Products Mexico estimated $50,000 to $50 million in both assets andliabilities. The petition was signed by Andrew Masullo, presidentand chief executive officer. The Office of the U.S. Trustee appointed five creditors of General Products to serve on the official committee of unsecured creditors. GK & SONS: Hires Brett A. Elam P.A. as Attorney ----------------------------------------------- GK & Sons Holdings, LLC seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to employ The Law Offices of Brett A. Elam P.A. as attorney. The Debtor requires Elam to: a. advise the Debtor of the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, applicable local rules pertaining to the administration of the case and US Trustee Guidelines related to the daily operation of the Debtor's business and administration of the estate; b. represent the Debtor in all proceedings before this Court; c. negotiate with creditors, prepare and seek confirmation of a plan of reorganization and related documents, and assist Debtor with implementation of any plan; and d. perform all other legal services for the Debtors as may be necessary in connection with the case. Elam will be paid at hourly rate of $225-$375. The Debtor paid Elam a prepetition retainer in the amount of $12,500. Brett A. Elam, Esq., member of The Law Offices of Brett A. Elam P.A., assured the Court that the firm does not represent any interest adverse to the Debtor and its estates. Elam may be reached at: Brett Elam, Esq. The Law Offices of Brett A. Elam P.A. 105 South Narcissus Avenue, Suite 802 West Palm Beach, FL 33401 Tel: 561.833.1113 Fax: 561.833.1115 E-mail: belam@brettelamlaw.com About GK & Sons Holdings, LLC ???GK & Sons Holdings, LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D.Fla. Case No. 16-21298) on August 16, 2016. The??Hon. Paul G. Hyman, Jr., presides over the case. 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 Glenroy Hessing, managing member. 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 GK & Sons Holdings, LLC. GLACIAL MATERIALS: Employs Paramax Corp. as Investment Banker ------------------------------------------------------------- Glacial Materials, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of New York to employ Paramax Corporation as its investment banker to provide Glacial Materials, LLC sell-side transaction advisory services. Paramax is to be employed to provide broker services through September 2017. Paramax will provide financial advisory services in connection with (i) the possible sale of all or part of the Company, but in any case involving a change of control, and (ii) the re-financing and re-capitalization of all or part of the Company, including assisting to arrange senior debt, subordinated debt, and equity. Paramax will only be entitled to compensation in accordance with Section 330 and 331 of the Bankruptcy Code and the terms of said compensation is set forth in detail in the Engagement Letter. In brief, Paramax will be compensated per standard hourly rates and, in addition thereto, a so called, "Success Fee" and disbursements as outlined in the Engagement Letter: a. current standard hourly rates for certain Paramax team members: i. Russell J. D' Alba $300 ii. Timothy C. Minneci $300 iii. W. Stephen Hadala $230 iv. Andrea T. Feine $150 v. Administrative Support $60 b. the Success Fee will be charged at a rate of: i. $200,000 plus 2% of the Selling Price up to and including $10 million; plus 5.0% of the Selling Price in excess of $10 million. ii. The Selling Price is hereby defined as the total consideration received for the entire transaction as defined in the Engagement Letter iii. The Success Fee(s) will be paid in cash, in full at the closing of the sale. c. Disbursements: Paramax "out-of-pocket" expenses. W. Stephen Hadala, III -- wsh@paramaxcorp.com -- Senior Vice President of Paramax, assures the Court that Paramax has no connection with the Debtor, with any creditor or with any other party-in-interest and is a disinterested person, within the meaning of Section 101(14) of the Bankruptcy Code. Paramax requires a retainer of $20,000 of which $10,000 is to be included with the Engagement Letter. The remaining $10,000 must be received within 30 days of the signing date of the Engagement Letter. About Glacial Materials Glacial Materials, LLC, based in Buffalo, N.Y., sought chapter 11 protection (Bankr. W.D.N.Y. Case No. 16-10907) on May 5, 2016, and is represented by Robert B. Gleichenhaus, Esq., at Gleichenhaus, Marchese & Weishaar, P.C., in Buffalo, N.Y. The Debtor estimated its assets and debt of less than $10 million at the time of the filing. GOLDEN NUGGET: S&P Raises Rating on $295MM Sr. Notes to 'B-' ------------------------------------------------------------ S&P Global Ratings raised its issue-level rating on Houston-based gaming operator Golden Nugget Inc.'s $295 million senior unsecured notes to 'B-' from 'CCC+'. At the same time, S&P revised its recovery rating on the notes to '5' from '6'. The '5' recovery rating indicates S&P's expectation for modest recovery (10%-30%; upper half of range) of principal for lenders in the event of a payment default. The upgrade reflects a lower assumed level of secured debt outstanding at default under S&P's updated simulated default scenario, which now contemplates a default in the second half of 2019 versus the first half of 2018 in S&P's previous analysis. The lower secured debt level reflects an additional six quarters of amortization under the term loan B and delayed draw term loan, and it results in additional enterprise value at default available to unsecured lenders. The revised default year contemplates a default due to Golden Nugget's inability to refinance the term loan B and delayed draw term loan when they come due in November 2019 because of deteriorating company performance resulting from an economic downturn and increased competitive pressures in the Lake Charles, La. market. S&P's 'BB-' issue-level and '1' recovery ratings on Golden Nugget's $75 million revolver due 2018, $350 million term loan B due 2019, and $150 million delayed draw term loan due 2019 remain unchanged. The '1' recovery rating indicates S&P's expectation for very high recovery (90%-100%) of principal for lenders in the event of a payment default. Golden Nugget is seeking an amendment to its existing credit facility to reduce pricing. The proposed reduction in pricing doesn't affect the issue-level or recovery ratings. RECOVERY ANALYSIS Key analytical factors: -- S&P's simulated default scenario contemplates a default in the second half of 2019 due to the company's inability to refinance the term loan B and delayed draw due to deteriorating company performance resulting from economic downturn and increased competitive pressures in the Lake Charles, La. market. Simulated default assumptions: -- Year of default: 2019 -- EBITDA at emergence: $96 million -- EBITDA multiple: 6.25x -- The $75 million revolver is 85% drawn at default Simplified waterfall: -- Net enterprise value (after 5% administrative costs): $570.6 million --------------------------------------------------- -- Secured debt: $486.4 million -- Recovery expectation: 90%-100% -- Unsecured debt: $307.5 million -- Recovery expectation: 10%-30% (upper half of range) Note: All debt amounts include six months of prepetition interest. RATINGS LIST Golden Nugget Inc. Corporate Credit Rating B/Stable/-- Upgraded; Recovery Rating Revised To From Golden Nugget Inc. Senior Unsecured $295 million notes B- CCC+ Recovery Rating 5H 6 GRAND VOLUTE: Hires CK Accounting as Accountant ----------------------------------------------- Grand Volute Ballrooms, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Michigan to employ CK Accounting & Consulting, Inc. as accountant to the Debtor. Grand Volute requires CK Accounting to: a. provide accounting advice regarding the Debtor's business, its operations, and managing the Debtor's property; b. prepare profit and loss statements, balance sheets, tax returns, and any required reports on behalf of the Debtor; and c. perform all other accounting services necessary for the Debtor. Carl Kruyswyk, member of CK Accounting & Consulting, 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 estates. CK Accounting can be reached at: Carl Kruyswyk CK ACCOUNTING & CONSULTING, INC. 9147 Lakefield Alto, MI 49302-9025 Tel: (616) 481-0397 About Grand Volute Grand Volute Ballrooms, LLC, based in Lowell, MI, filed a Chapter 11 petition (Bankr. W.D. Mich. Case No. 16-04314) on August 19, 2016. The Hon. James W. Boyd presides over the case. James R. Oppenhuizen, Esq., at Oppenhuizen Law Firm, PLC, to act as bankruptcy counsel. In its petition, the Debtor estimated $2.27 million to $3.45 million in both assets and liabilities. The petition was signed by Kent O. McKay, sole member. No official committee of unsecured creditors has been appointed in the case. GRAND VOLUTE: Hires Oppenhuizen as Counsel ------------------------------------------ Grand Volute Ballrooms, LLC seeks authorization from the U.S. Bankruptcy Court for the Western District of Michigan to employ Oppenhuizen Law Firm, PLC as counsel to Debtor. The Debtor requires Oppenhuizen to: a. provide information to the Debtor with regard to its duties and responsibilities as required by the United States Bankruptcy Code of debtor-in-possession; b. assist in the preparation of schedules and statement of affairs; c. assist in the preparation of financial statements, balance sheets, and business plans; d. pursue any and all claims of the Debtor against third parties, including, but not limited to, preferences, fraudulent conveyances and accounts receivable; e. represent the Debtor with regard to any actions brought against it by third parties in the bankruptcy proceeding; f. assist in the negotiations with secured, unsecured, and priority creditors and preparing a Plan of Reorganization with a likelihood of confirmation; and g. obtain confirmation of a Plan of Reorganization. Oppenhuizen will be paid at these hourly rates: Partners $275 Associates/Attorney $200 Paralegal/Legal Assistant $100 Oppenhuizen will also be reimbursed for reasonable out-of-pocket expenses incurred. James R. Oppenhuizen, sole member of the law firm of Oppenhuizen Law Firm, PLC, 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 estates. Oppenhuizen may be reached at: James R. Oppenhuizen Oppenhuizen Law Firm, PLC 125 Ottawa Ave. NW, Suite 366 Grand Rapids, MI 49503 Phone: 616-730-1861 Fax: 616-930-4201 E-mail: joppenhuizen@oppenhuizenlaw.com About Grand Volute Ballrooms, LLC ???Grand Volute Ballrooms, LLC filed a Chapter 11 bankruptcy petition (Bankr. W.D.MI. Case No. 16-04314) on August 19, 2016.?? The Hon. James W. Boyd presides over the case. Oppenhuizen Law Firm, PLC represents the Debtor as counsel. In its petition, the Debtor estimated $2.27 million in assets and $3.45 million in liabilities. The petition was signed by Kent O. McKay, sole member. GRAY TELEVISION: S&P Rates Proposed $525MM Sr. Unsec. Notes 'B+' ---------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '4' recovery rating to Gray Television Inc.'s proposed $525 million senior unsecured notes due 2024. The '4' recovery rating indicates S&P's expectation for average recovery (30%-50%; lower half of the range) of principal in the event of a payment default. S&P's ratings on Gray Television's 5.875% senior unsecured notes due 2026 remain unchanged as a result of the company's plan to issue a $200 million add-on. The company expects to use the net proceeds to repay the $675 million 7.5% notes due 2020. As a result, S&P expects that leverage, based on average-eight-quarter EBITDA, will remain unchanged in the mid-5x area. However, S&P expects adjusted trailing-eight-quarter leverage to decline to the 5x area by the end of 2016 due to strong cash flow generation from the upcoming elections--in line with S&P's highly leveraged financial risk profile assessment. RATINGS LIST Gray Television Inc. Corporate Credit Rating B+/Stable/-- New Ratings Gray Television Inc. Senior Unsecured $525 million notes due 2024 B+ Recovery Rating 4L Ratings Unchanged Gray Television Inc. Senior Unsecured $625 mil sr nts due 2026 B+ Recovery Rating 4L GUIDED THERAPEUTICS: Has Royalty Agreement for Disposable Devices ----------------------------------------------------------------- Guided Therapeutics, Inc., entered into a royalty agreement with John E. Imhoff and Dolores M. Maloof pursuant to which the Company sold to Imhoff and Maloof a royalty of future sales of the Company's single-use cervical guides for its LuViva Advanced Cervical Scan non-invasive cervical cancer detection device. Under the terms of the royalty agreement, and for consideration of $50,000 received by the Company from Imhoff and Maloof, the Company will pay to Imhoff and Maloof an aggregate perpetual royalty equal to $0.010 for each Disposable that the Company invoices and receives payment, or is sold by a third party pursuant to a licensing arrangement with the Company, from the date of this Agreement, net of any returns of Disposables. The Company will pay the royalty on a quarterly basis, no later than 45 days following the end of each fiscal quarter during the Royalty Term, based on Disposable Sales, net of returns of Disposables, for that quarter. At any time prior to Oct. 2, 2016, the Company may, in its sole discretion, upon cash payment to Imhoff and Maloof of $50,000, permanently reduce the royalty rate per Disposable Sale $0.033. If payment is not made by Oct. 2, 2016, the royalty rate per Disposable Sale will permanently increase to $0.20. John E. Imhoff is a member of the Board of Directors of the Company. About Guided Therapeutics Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP) -- http://www.guidedinc.com/-- is developing a rapid and painless test for the early detection of disease that leads to cervical cancer. The technology is designed to provide an objective result at the point of care, thereby improving the management of cervical disease. Unlike Pap and HPV tests, the device does not require a painful tissue sample and results are known immediately. GT has also entered into a partnership with Konica Minolta Opto to develop a non-invasive test for Barrett's Esophagus using the LightTouch technology platform. Guided Therapeutics reported a net loss attributable to common stockholders of $9.50 million on $42,000 of contract and grant revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $10.03 million on $65,000 of contract and grant revenue for the year ended Dec. 31, 2014. As of June 30, 2016, Guided Therapeutics had $2.31 million in total assets, $9.44 million in total liabilities, and a total stockholders' deficit of $7.13 million. HALCON RESOURCES: Completes Restructuring and Exits Bankruptcy -------------------------------------------------------------- Halcon Resources Corporation announced it has completed its financial restructuring and has emerged from its prepackaged chapter 11 bankruptcy cases. All of the conditions under its Plan of Reorganization, which was confirmed by the US Bankruptcy Court for the District of Delaware on Sept. 8, 2016, have been satisfied or otherwise waived in accordance with the terms of the Restructuring Plan. Approximately $1.8 billion of the Company's long-term debt has been eliminated under the Restructuring Plan along with more than $200 million of annual interest expense going forward. As previously disclosed, pre-petition holders of Halcon common stock are receiving 4.0% of the common stock of the reorganized Company and the remaining 96.0% of common stock is being allocated to pre-petition debt holders in the Company, subject to dilution by new common shares issued or reserved for issuance in connection with the management incentive program and warrants issued to certain debtholders pursuant to the Restructuring Plan. The Company has determined that it will have 90 million new common shares outstanding before an allocation of shares for the MIP and the New Warrants. This results in pre-petition Halcon equity holders receiving 3.6 million new common shares in the Company, or the effective equivalent of a 1 for 34 reverse stock split considering Halc??n had 122.2 million common shares outstanding on Sept. 8, 2016. The new common shares are scheduled to begin trading on the New York Stock Exchange at the open of trading hours on Sept. 12, 2016. As part of the emergence, Halcon's $600 million debtor-in-possession credit facility was converted into a $600 million reserve-based senior revolving credit facility. The first borrowing base redetermination is scheduled for May of 2017. In accordance with the Restructuring Plan, the terms of the Company's previous Board of Directors expired and a new Board of Directors was appointed. The new Board of Directors consists of nine members including: Floyd Wilson, Jim Christmas, Tom Fuller, Nate Walton, Darryl Schall, Eric Takaha, Michael Clark, Ronald Scott and William Campbell. The Company has also posted a new investor presentation to the investor relations section of its website. PJT Partners served as Halcon's financial advisor and Weil, Gotshal & Manges, LLP acted as legal advisor to the Company in relation to the Restructuring Plan and the Chapter 11 cases. A full-text copy of the Company's press release is available for free at https://is.gd/YssBRn Exit Credit Agreement On Sept. 9, 2016, upon consummation of the Plan, Halcon Resources Corporation, entered into a Senior Secured Revolving Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and certain other financial institutions party thereto, as lenders. Pursuant to the Exit Credit Agreement, the lenders party thereto have agreed to provide the Company with a $600 million exit senior secured reserve-based revolving credit facility. The maturity date of the Exit Facility is the earlier of (i) July 28, 2021, and (ii) the 120th day prior to the Feb. 1, 2020, stated maturity date of the Company's 2020 Second Lien Notes (as defined in the Exit Credit Agreement), if those notes have not been refinanced, redeemed or repaid in full on or prior to such 120th day. Until such maturity date, the Loans under the Exit Credit Agreement shall bear interest at a rate per annum equal to (i) the alternative base rate plus an applicable margin of 1.75% to 2.75%, based on the borrowing base utilization percentage under the Exit Facility or (ii) adjusted LIBOR plus an applicable margin of 2.75% to 3.75%, based on the borrowing base utilization percentage under the Exit Facility. The Company may elect, at its option, to prepay any borrowing outstanding under the Exit Credit Agreement without premium or penalty (except with respect to any break funding payments which may be payable pursuant to the terms of the Exit Credit Agreement). The Company may be required to make mandatory prepayments of the Loans under the Exit Facility in connection with certain borrowing base deficiencies. Additionally, if the Company has outstanding borrowings or letters of credit or reimbursement obligations in respect of letters of credit and the Consolidated Cash Balance (as defined in the Exit Credit Agreement) exceeds $100 million as of the close of business on the most recently ended business day, the Company may also be required to make mandatory prepayments. Amounts outstanding under the Exit Credit Agreement are guaranteed by certain of the Company's direct and indirect subsidiaries and secured by a security interest in substantially all of the assets of the Company and such direct and indirect subsidiaries. The Exit Credit Agreement contains certain customary representations and warranties, including organization; powers; authority; enforceability; approvals; no conflicts; financial condition; no material adverse effect; litigation; environmental matters; compliance with laws; no defaults; Investment Company Act; taxes; ERISA; disclosure; no material misstatements; properties and titles; maintenance of properties; gas imbalances; prepayments; marketing of production; swap agreements; use of proceeds; solvency; money laundering; anti-corruption laws and sanctions. The Exit Credit Agreement also contains certain affirmative and negative covenants, including delivery of financial statements; conduct of business; reserve reports; title information; indebtedness; liens; dividends and distributions; investments; sale or discount of receivables; mergers; sale of properties; termination of swap agreements; transactions with affiliates; negative pledges; dividend restrictions; gas imbalances; take-or-pay or other prepayments and swap agreements. The Exit Credit Agreement also contains certain financial covenants, including the maintenance of (i) a Total Net Indebtedness Leverage Ratio (as defined in the Exit Credit Agreement) not to exceed 4.75:1.00 initially, determined as of each four fiscal quarter period and commencing with the fiscal quarter ending Sept. 30, 2016, stepping down to 4.50:1.00 and 4.00:1.00 on Sept. 30, 2017, and March 31, 2019, respectively, and (ii) a Current Ratio (as defined in the Exit Credit Agreement) not to be less than 1.00:1.00, commencing with the fiscal quarter ending Dec. 31, 2016. The Exit Credit Agreement also contains certain events of default, including non-payment; breaches of representations and warranties; non-compliance with covenants or other agreements; cross-default to material indebtedness; judgments; change of control; and voluntary and involuntary bankruptcy. Registration Rights Agreement On the Effective Date, the Company entered into a registration rights agreement, pursuant to which the Company agreed to file with the Securities and Exchange Commission within 30 days following the earlier to occur of (i) the Company filing with the SEC its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2016, and (ii) the Company meeting the eligibility requirements to file a registration statement on Form S-3, and thereafter to use its commercially reasonable efforts to cause to be declared effective as promptly as practicable, a shelf registration statement for the offer and resale of the common stock of the Company held by certain holders of more than 10% of the Company's common stock. The Registration Rights Agreement contains other customary terms and conditions, including, without limitation, provisions with respect to blackout periods and indemnification. Warrant Agreement On the Effective Date, the Company entered into a warrant agreement with U.S. Bank National Association, as warrant agent, pursuant to which the Company issued warrants to purchase up to 4,736,842 shares of the Company's common stock (representing 5% of the outstanding common stock), exercisable for a four (4) year period commencing on the Effective Date at an exercise price of $14.04 per share. Management Incentive Plan The board of directors of the Company has adopted the 2016 Plan. In connection with the effectiveness of and pursuant to the terms of the Plan, on the Effective Date, the obligations of the Company and certain of its subsidiaries under the following agreements have been satisfied and discharged: * Indenture, dated as of Sept. 10, 2015, by and among the Company, as issuer, each of the guarantors named therein, and Wilmington Savings Funds Society, FSB (as successor to U.S. Bank), as trustee, as amended, modified, or otherwise supplemented from time to time. * Indenture, dated as of November 6, 2012, by and among the Company, as issuer, each of the guarantors named therein, and Delaware Trust Company (as successor to U.S. Bank), as trustee, as amended, modified, or otherwise supplemented from time to time. * Indenture dated as of August 13, 2013, by and among the Company, as issuer, each of the guarantors named therein, and Delaware Trust Company (as successor to U.S. Bank), as trustee, as amended, modified, or otherwise supplemented from time to time. * Indenture dated as of July 16, 2012, by and among the Company, as issuer, each of the guarantors named therein, Delaware Trust Company (as successor to U.S. Bank), as trustee, as amended, modified, or otherwise supplemented from time to time. * Amended and Restated Convertible Promissory Note dated March 9, 2015, between the Company and HALRES LLC. As required by the terms of the Plan and that certain Senior Secured Debtor-in-Possession Revolving Credit Agreement, dated as of Aug. 1, 2016, by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto, on the Effective Date, all obligations outstanding under the DIP Credit Agreement were refunded, refinanced and repaid in full by a conversion or roll-over thereof into the Exit Facility under the Exit Credit Agreement with the loans and letters of credit outstanding under the DIP Credit Agreement deemed made under the Exit Credit Agreement. Summary of the Plan Pursuant to the Plan, on the Effective Date, the following occurred: * the Debtors' financing facility under the DIP Credit Agreement was converted to the Exit Facility; * the Debtors' Second Lien Notes (as defined in the Plan) (consisting of $700.0 million in aggregate principal amount outstanding of 8.625% senior secured notes due 2020 and $112.8 million in aggregate principal amount outstanding of 12% senior secured notes due 2022) were unimpaired and reinstated; * in full and final satisfaction of their claims, the Third Lien Noteholders (as defined in the Plan) received their pro rata share of 76.5% of the common stock of the Company, together with a cash payment of $33.8 million; * in full and final satisfaction of their claims, the Unsecured Noteholders (as defined in the Plan) received their pro rata share of 15.5% of the common stock of the Company, together with a cash payment of $37.6 million and Warrants to purchase 4% of the common stock of the Company; * in full and final satisfaction of their claims, the Convertible Noteholder (as defined in the Plan) received 4% of the common stock of the Company, together with a cash payment of $15.0 million and Warrants to purchase 1% of the common stock of the Company; * the Debtors' general unsecured claims were unimpaired and paid in full in the ordinary course; * in full and final satisfaction of their interests, the Preferred Holders (as defined in the Plan) received their pro rata share of $11.1 million in cash; and * in full and final satisfaction of their interests, the existing common stockholders received their pro rata share of 4% of the common stock of the Company. Upon the effectiveness of the Plan, (i) Ares Management LLC, together with any funds or managed accounts affiliated with, or managed by, Ares Management LLC or an affiliate, owns approximately 20% of the common stock of the Company, and (ii) Franklin Advisers, Inc., as investment manager on behalf of certain funds and accounts, owns approximately 38% of the common stock of the Company. Pursuant to the Plan, Ares and Franklin each designated three of the new members of the board of directors of the Company. Board of Directors Pursuant to the Plan, the existing board of directors appointed a new board of directors of the Company to take office as of the Effective Date, consisting of: Floyd C. Wilson, William J. Campbell, James W. Christmas, Michael L. Clark, Thomas R. Fuller, Darryl Schall, Ronald D. Scott, Eric G. Takaha, and Nathan W. Walton. Upon the effectiveness of the Plan, on the Effective Date, the following members of the Company's existing board of directors were deemed to have resigned as directors of the Company: Tucker S. Bridwell, John W. Brown, Kevin E. Godwin, Paul P. Huffard IV, David B. Miller, Daniel A. Rioux, Michael A. Vlasic, and Mark A. Welsh IV. In connection with the effectiveness of the Plan, the new board of directors reconstituted the existing committees of the board of directors, to be effective as of the Effective Date. The Audit Committee consists of James W. Christmas, Chair, Michael L. Clark and Eric G. Takaha. The Compensation Committee consists of William J. Campbell, Chair, James W. Christmas and Michael L. Clark. The Nominating and Corporate Governance Committee consists of Michael L. Clark, Chair, William J. Campbell, Thomas R. Fuller and Darryl Schall. The Reserves Committee consists of Thomas R. Fuller, Chair, Ronald D. Scott and Nathan W. Walton. Management Incentive Plan The existing board of directors adopted the Halcon Resources Corporation 2016 Long-Term Incentive Plan, effective as of the Effective Date. An aggregate of 10,000,000 shares of the Company's common stock, par value $0.0001 per share, are available for grant pursuant to awards under the 2016 Plan in the form of nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance units, performance bonuses, stock awards and other incentive awards. Awards may be granted to eligible board members, and to employees and consultants of the Company and its affiliates. Up to 10,000,000 shares of the Company's common stock may be made subject to incentive stock options. The aggregate number of shares of the Company???s common stock that may be made subject to the grant of options and/or stock appreciation rights to any eligible employee in any calendar year may not exceed 5,000,000; the aggregate number of shares of the Company's common stock that may be made subject to the grant of restricted stock, restricted stock units, performance units, performance bonuses, stock awards and other incentive awards to any eligible employee in any calendar year may not exceed 10,000,000 to the extent intended to constitute "performance-based compensation" for purposes of Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended; and the maximum amount that may be made to subject to the grant of a performance bonus award to any eligible employee in any calendar year may not exceed $5,000,000. Any shares of common stock related to awards which terminate by expiration, forfeiture, cancellation or otherwise without the issuance of shares of common stock, or are exchanged for awards not involving the issuance of shares, shall be available again for grant under the 2016 Plan and shall not be counted against the shares authorized under the plan. Any shares issued as restricted stock awards that subsequently are forfeited without vesting shall again be available for grant under the 2016 Plan and shall not be counted against the shares authorized under the plan. Any awards that, pursuant to the terms of the applicable award agreement, are to be settled in cash, whether or not denominated in or determined with reference to shares of common stock, will not be counted against the shares authorized under the plan. The maximum term of any award under the 2016 Plan shall be ten years. All awards are subject to the terms of the 2016 Plan and individual award agreements entered into with participants thereunder. Appointment of Certain Officers The board of directors of the Company approved, effective as of the Effective Date, the appointment of Floyd C. Wilson to the office of president. In addition to serving as the Company's President, Mr. Wilson will also continue to serve as its Chairman and Chief Executive Officer. Mr. Wilson is assuming responsibility as the Company's president from Stephen W. Herod, who was appointed to the office of Executive Vice President, Corporate Development, also effective as of the Effective Date. The board of directors of the Company also appointed Jon C. Wright as executive vice president, Operations, effective as of the Effective 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. HALCON RESOURCES: Completes Restructuring, Exits Chapter 11 ----------------------------------------------------------- Halcon Resources Corporation , on Sept. 9, 2016, disclosed that it has completed its financial restructuring (the "Restructuring Plan") and has emerged from its pre-packaged chapter 11 bankruptcy cases. All of the conditions under its Plan of Reorganization, which was confirmed by the US Bankruptcy Court for the District of Delaware on September 8, 2016, have been satisfied or otherwise waived in accordance with the terms of the Restructuring Plan. Approximately $1.8 billion of the Company's debt has been eliminated under the Restructuring Plan along with more than $200 million of annual interest expense going forward. As previously disclosed, prepetition holders of Halcon common stock are receiving 4.0% of the common stock of the reorganized Company and the remaining 96.0% of common stock is being allocated to prepetition debt holders in the Company, subject to dilution by new common shares issued or reserved for issuance in connection with the management incentive program (the "MIP") and warrants issued to certain debtholders pursuant to the Restructuring Plan (the "New Warrants"). The Company has determined that it will have 90 million new common shares outstanding before an allocation of shares for the MIP and the New Warrants. This results in prepetition Halcon equity holders receiving 3.6 million new common shares in the Company, or the effective equivalent of a 1 for 34 reverse stock split considering Halcon had 122.2 million common shares outstanding on September 8, 2016. The new common shares are scheduled to begin trading on the New York Stock Exchange at the open of trading hours on September 12, 2016. Tables summarizing Halcon's pro forma capital structure and new ownership structure as of June 30, 2016, is available at: https://is.gd/hpE3rG 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. HALCON RESOURCES: Court Confirms Pre-Packaged Reorganization Plan ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware entered an order on Sept. 8, 2016, confirming the pre-packaged plan of reorganization of Halcon Resources Corporation, as disclosed in a regulatory filing with the Securities and Exchange Commission. Halcon expects to complete its emergence from bankruptcy immediately after all remaining conditions to effectiveness of the Plan have been satisfied. 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. HALCON RESOURCES: Hires KPMG LLP to Provide Valuation Services -------------------------------------------------------------- Halcon Resources Corporation and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ KPMG LLP to provide bankruptcy accounting, fresh start reporting and valuation services to the debtors, nunc pro tunc to August 12, 2016. The Debtors require KPMG LLP to: (a) assist with project management, including the preparation and execution of project work plans, status reporting, issue tracking, and communication plans; (b) assist with the preparation of whitepapers that document the Debtors' conclusions on accounting issues, key assumptions, methodologies and outcomes; (c) assist with the assembly and documentation of support to facilitate the financial statement audit effort; (d) participate in discussions with auditors and other advisors to discuss accounting and reporting conclusions; (e) assist with the push down of valuations results and plan effects into the Debtors' sub-ledgers, books and records; (f) value certain assets and certain liabilities in connection with the Debtors' compliance with the financial reporting requirements under fresh start accounting; and (g) investigate the recognition and valuation of any unrecorded assets or liabilities or newly issued equity or hybrid securities. KPMG LLP will be paid at these hourly rates: Partners/Managing Directors $625 Directors/Senior Managers $580 Managers $470 Senior Associates $410 Associates $240 KPMG LLP will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael J. Harling, a partner at KPMG 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. KPMG LLP can be reached at: Michael J. Harling KPMG LLP 811 Main Street, Suite 4500 Houston, TX 77002 Tel: (713) 319-2000 Fax: (713) 319-2807 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. HALCON RESOURCES: May Issue 10 Million Shares Under Incentive Plan ------------------------------------------------------------------ Halcon Resources Corporation filed with the Securities and Exchange Commission a Form S-8 registration statement to register 10,000,000 shares of common stock issuable under the Company's 2016 Long-Term Incentive Plan. The proposed maximum aggregate offering price is $3,100,000. A full-text copy of the regulatory filing is available for free at https://is.gd/72qkxq 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 debt 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. Halcon Resources completed its financial restructuring and emerged from its pre-packaged Chapter 11 bankruptcy cases on Sept. 9, 2016. All of the conditions under its Plan of Reorganization, which was confirmed by the US Bankruptcy Court for the District of Delaware on Sept. 8, 2016, have been satisfied or otherwise waived in accordance with the terms of the Restructuring Plan. HANJIN SHIPPING: Samsung Seeks Court Order to Remove Goods ---------------------------------------------------------- The American Bankruptcy Institute, citing Reuters, reported that Samsung Electronics Co Ltd. has asked a US judge to allow the South Korean company to pay cargo handlers to remove its goods from Hanjin Shipping Co Ltd's vessels stationed near US ports after the world's seventh-largest container carrier filed for bankruptcy. According to the report, Hanjin's collapse came during the peak shipping period ahead of the year-end holiday season, stranding cargo for the likes of HP Inc and Samsung. Around $14 billion of cargo has been tied up globally as ports, tug boat operators and cargo handling firms refuse to work for Hanjin because they fear they will not be paid due to uncertainty over plans to provide new financing, the report related. Samsung said an order by a US bankruptcy judge did not encourage the Hanjin ships to enter US ports as intended, which the company blamed on a misunderstanding of maritime law, the bankruptcy code and Korean law, the report further related. The maker of electronic goods including Galaxy smartphones said the judge should issue an order barring the seizure of ships and allow it and other cargo owners to retrieve their goods by paying cargo handlers, who have been demanding payment guarantees, the report said. "There's no earthly reason why these parties should not be permitted to cut their own deals," the report said, citing Samsung as saying in a court filing with the US Bankruptcy Court in Newark, New Jersey. About Hanjin Shipping Hanjin Shipping Co., Ltd., is mainly engaged in the transportation business through containerships, transportation business through bulk carriers and terminal operation business. The Debtor is a stock-listed corporation with a total of 245,269,947 issued shares (common shares, KRW 5000 per share) and paid-in capital totaling KRW 1,226,349,735,000. Of these shares 33.23% is owned by Korean Air Lines Co., Ltd., 3.08% by Debtor and 0.34% by employee shareholders' association. The Company operates approximately 60 regular lines worldwide, with 140 container or bulk vessels transporting over 100 million tons of cargo per year. It also operates 13 terminals specialized for containers, two distribution centers and six Off Dock Container Yards in major ports and inland areas around the world. The Company is a member of "CKYHE," a global shipping conference and also a partner of "The Alliance," another global shipping conference to be launched in April 2017. Hanjin Shipping listed total current liabilities of KRW 6,028,543 million and total current assets of KRW 6,624,326 million as of June 30, 2016. As a result of the severe lack of liquidity, Hanjin applied to the Seoul Central District Court 6th Bench of Bankruptcy Division for the commencement of rehabilitation under the Debtor Rehabilitation and Bankruptcy Act on Aug. 31, 2016. On the same day, it requested and was granted a general injunction and the preservation of disposition of the Company's assets. The Korean Court's decision to commence the rehabilitation was made on Sept. 1, 2016. Tai-Soo Suk was appointed as the Debtor's custodian. The Chapter 15 case is pending in the U.S. Bankruptcy Court for the District of New Jersey (Bankr. D.N.J. Case No. 16-27041) before Judge John K. Sherwood. Cole Schotz P.C. serves as counsel to Tai-Soo Suk, the Chapter 15 petitioner and the duly appointed foreign representative of Hanjin Shipping. HANJIN SHIPPING: To Pay Handlers to Unload U.S.-Bound Ships ----------------------------------------------------------- Tom Corrigan and Costas Paris, writing for The Wall Street Journal Pro Bankruptcy, reported that Hanjin Shipping Co. has both the funding and the legal permission necessary to unload four ships bound for U.S. ports., one of its lawyers said in federal court. "We're making a lot of progress," the lawyer, Ilana Volkov, told Judge John Sherwood at a hearing in U.S. Bankruptcy Court in Newark, N.J., the report related. "We have the money to fully service those four ships." Ms. Volkov said a South Korean court authorized Hanjin to use $10 million in a U.S. bank account to pay workers to unload four container-laden ships bound for the U.S., the report further related. Hanjin also has asked the court for another $3.5 million to have goods that have already been unloaded and are sitting at U.S. ports delivered to their owners, according to the report. Ms. Volkov said the financing could be approved and the supply chain for those containers could be jump-started as soon as Sept. 14, the report said. Court papers show a total of 13 ships either owned or leased by Hanjin whose next port of call is in the U.S., the report noted. For containers that have been unloaded at U.S. ports, Ms. Volkov said the company had been working successfully with cargo owners to get their goods to their final destinations, the report added. Hanjin's parent company, Hanjin Group, has agreed to put up 100 billion won ($90 million) to help resolve the cargo crisis, but that hasn't been enough to fully assuage concerns from suppliers and cargo handlers, the report said. Hanjin Group Chairman Cho Yang-ho has said publicly that he would provide 40 billion won from his own assets and that the remainder would come from the group of companies that comprise Hanjin's parent, which includes, the country's biggest airline, Korean Air, the report added. About Hanjin Shipping Hanjin Shipping Co., Ltd. is mainly engaged in the transportation business through containerships, transportation business through bulk carriers and terminal operation business. The Debtor is a stock-listed corporation with a total of 245,269,947 issued shares (common shares, KRW 5000 per share) and paid-in capital totaling KRW 1,226,349,735,000. Of these shares 33.23% is owned by Korean Air Lines Co., Ltd., 3.08% by Debtor and 0.34% by employee shareholders' association. The Company operates approximately 60 regular lines worldwide, with 140 container or bulk vessels transporting over 100 million tons of cargo per year. It also operates 13 terminals specialized for containers, two distribution centers and six Off Dock Container Yards in major ports and inland areas around the world. The Company is a member of "CKYHE," a global shipping conference and also a partner of "The Alliance," another global shipping conference to be launched in April 2017. Hanjin Shipping listed total current liabilities of KRW 6,028,543 million and total current assets of KRW 6,624,326 million as of June 30, 2016. As a result of the severe lack of liquidity, Hanjin applied to the Seoul Central District Court 6th Bench of Bankruptcy Division for the commencement of rehabilitation under the Debtor Rehabilitation and Bankruptcy Act on Aug. 31, 2016. On the same day, it requested and was granted a general injunction and the preservation of disposition of the Company's assets. The Korean Court's decision to commence the rehabilitation was made on Sept. 1, 2016. Tai-Soo Suk was appointed as the Debtor's custodian. The Chapter 15 case is pending in the U.S. Bankruptcy Court for the District of New Jersey (Bankr. D.N.J. Case No. 16-27041) before Judge John K. Sherwood. Cole Schotz P.C. serves as counsel to Tai-Soo Suk, the Chapter 15 petitioner and the duly appointed foreign representative of Hanjin Shipping. HARRINGTON & KING: Hires Cushman & Wakefield as Real Estate Broker ------------------------------------------------------------------ The Harrington & King Perforating Co., Inc., and Harrington & King South, Inc., seek permission from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Cushman & Wakefield of Illinois, Inc., as real estate broker. H&K Illinois was founded in the late 19th Century and moved into a building at 5655 W. Fillmore Street ("Primary Facility") on the far west side of Chicago in the early 1920's. To meet increasing demand, in 1972, it acquired another building across the street at 5658 W. Fillmore Street (the "Secondary Facility"). For many years, H&K Illinois' business consisted of manufacturing both customized metal perforated products on an order by order basis, as well as standard products which were sold on a wholesale basis. The Secondary Facility was used primarily for the wholesale business. H&K Illinois began cutting back on its wholesale business and that part of the business ceased in about 2001. Because of this and certain other scale backs, H&K Illinois's operations became increasingly centralized in the Primary Facility, although there is still equipment and offices in the Secondary Facility that is currently in use by H&K Illinois. Prior to filing for bankruptcy, H&K Illinois considered consolidating all of its operations into the Primary Facility and selling the Secondary Building in order to reduce expenses. To explore the sale of the Secondary Facility, H&K Illinois engaged Cushman & Wakefield to act as its broker. Cushman & Wakefield is the exclusive broker for the Secondary Facility for a six-month period. The Debtors require Cushman & Wakefield to: a. market the Secondary Facility; b. confer with the Debtors regarding pricing and offers, and any other issues relating to the marketing and sale of the Secondary Facility; c. negotiate the terms of the sale of the Secondary Facility at the Debtors??? direction and on the Debtors??? behalf; and d. provide testimony, either live or through affidavit, in connection with the Debtors' efforts to obtain approval from the Bankruptcy Court to sell the Secondary Facility. The Debtors agreed to compensate Cushman & Wakefield a 5% commission based upon the gross sale price of the Secondary Facility, which would be due and payable from the sale proceeds. Larry Goldwasser, senior director of Cushman & Wakefield of Illinois, 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 Debtors and their estates. Cushion & Wakefield may be reached at: Larry Goldwasser Cushman & Wakefield of Illinois, Inc. 200 South Wacker Drive, Suite 2800 Chicago, IL 60606 Tel: +1 312.470.2323 ?? About The Harrington & King?????? The Harrington & King Perforating Co., Inc. and Harrington & King South Inc. are in the business of manufacturing perforating metal sheets and rolled coils of varying gauges and types to produce hole patterns of various sizes, shapes, and spacing.????Most of the work is done to customer specifications and consists of high value-added jobs, not typical of most metal punching.????The products are used in automotive, acoustics, architecture, food and pharmaceutical straining and filtering, interior design, manufacturing, safety flooring, pollution control, transportation and mining cleaning and???grading, electronics and other fields. ??????The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case Nos. 16-15650 and 16-15651) on May 7, 2016.????The petitions were signed by Greg McCallister, chief restructuring officer and chief operating officer.?????? The cases are jointly administered under Case No. 16-15650.????The cases are assigned to Judge Deborah L. Thorne. The Debtors estimated both assets and liabilities in the range of $1 million to $10 million.????The Debtors are represented by William J. Factor, Esq., at FactorLaw. The Debtors have hired Ulmer & Berne LLP as special counsel and Beacon Management Advisors LLC as financial advisor. HATILLO POOL: Hires Acevedo as Accountant ----------------------------------------- Hatillo Pool Center, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Heriberto Reguero Acevedo as accountant to the Debtor. Hatillo Pool requires Mr. Acevedo to: a. provide assistance to the Debtor in preparing the Monthly Reports of Operation; b. prepare the necessary financial statements; c. assist the Debtor in preparing the cash flow projections and any other projection needed for the Disclosure Statement; d. assist the Debtor in any and all financial and accounting matters pertaining to, or in connection with the administration of the estate; e. assist the Debtor in the preparation and filing of federal, state and municipal tax returns; and f. assist the Debtor in any other assignment that might be properly delegated. Mr. Acevedo will be paid at the hourly rate of $75. Mr. Acevedo will also be reimbursed for reasonable out-of-pocket expenses incurred. Heriberto Reguero Acevedo, CPA, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Mr. Acevedo can be reached at: Heriberto Reguero Acevedo, CPA 105 Avenida Borinquen, Base Ramey Aguadilla, PR 00603 Tel: (787) 890-1954 E-mail: heribereg@aol.com About Hatillo Pool Hatillo Pool Center, Inc., filed a Chapter 11 petition (Bankr. D.P.R. Case No. 16-06331) on Aug. 10, 2016, disclosing under $1 million in both assets and liabilities. Judge Enrique S. Lamoutte Inclan oversees the case. The Debtor hired Gloria M. Justiniano Irizarry, Esq., at Justiniano Law Offices to act as attorney. No official committee of unsecured creditors has been appointed in the case. HEALTH DIAGNOSTIC: LeClairRyan to Pay $20-Mil. to Settle Dispute ---------------------------------------------------------------- Katy Stech, writing for The Wall Street Journal Pro Bankruptcy, reported that the LeClairRyan law firm has promised to pay more than $20 million to settle a dispute over the legal advice it gave Health Diagnostic Laboratory Inc., a Virginia blood-testing lab accused by health regulators of illegally paying doctors for work. According to the report, in court papers, Health Diagnostic Laboratory asked a bankruptcy judge to approve a negotiated settlement that calls for the LeClairRyan firm to pay $20.4 million, adding to the pool of money that will pay Health Diagnostic Laboratory's final bills. The Richmond lab's operations, which tested for cardiovascular diseases such as diabetes, were taken over last fall by a competitor, the report noted. Health Diagnostic Laboratory officials didn't specifically say in court papers why they were unhappy with the legal advice that lawyers at LeClairRyan, a national firm with more 350 attorneys, provided from 2008 until 2015, but noted that the mediator who helped negotiate the settlement had "substantial experience in legal malpractice, health care regulation, fraud, and complex commercial disputes," the report related, citing documents filed in U.S. Bankruptcy Court in Richmond, Va. LeClairRyan officials said that the proposed settlement wasn't an admission of guilt, the report further related. The firm also agreed to waive its final unpaid bill for $344,065.05 in legal services, the report said. In an emailed statement to WSJ, LeClairRyan Chief Legal Officer Bruce Matson said that his firm wasn't "responsible for the actions that lead [sic] to the government investigation. "Unfortunately, in bankruptcy cases of this nature, it's quite common for professional firms providing advice from time to time to such companies to be pulled into the bankruptcy case," WSJ cited Mr. Matson as saying, adding that the payment will be paid by insurers. About Health Diagnostic Health Diagnostic Laboratory, Inc., Central Medical Laboratory, LLC, and Integrated Health Leaders, LLC, are health care businesses based in Richmond, Virginia. HDL is a blood testing company. Health Diagnostic Laboratory, Inc. (Bankr. E.D. Va. Case No. 15-32919) and affiliates Central Medical Laboratory, LLC (Bankr. E.D. Va. Case No. 15-32920) and Integrated Health Leaders, LLC (Bankr. E.D. Va. Case No. 15-32921) filed separate Chapter 11 bankruptcy petitions on June 7, 2015. The petitions were signed by Martin McGahan, chief restructuring officer. HDL disclosed $96,130,468 in assets and $108,328,110 in liabilities as of the Chapter 11 filing. Justin F. Paget, Esq., Tyler P. Brown, Esq., Jason W. Harbour, Esq., and Henry P. (Toby) Long, III, Esq. at Hunton & Williams LLP serve as the Debtors' bankruptcy counsel. Alvarez & Marsal is the Debtors' financial advisor. Robert S. Westermann, Esq., at Hirshler Fleisher, P.C., serve as the Debtors' conflicts counsel. American Legal Claims Services, LLC, is the Debtors' claims, noticing and balloting agent. Ettin Group, LLC, will market and sell the miscellaneous equipment and other assets. MTS Health Partners, L.P., serves as investment banker. To assist them with their restructuring efforts and to help maximize the value of their estates, the Debtors filed with the Court an application seeking entry of an order authorizing the Debtors to retain Alvarez & Marsal Healthcare Industry Group, LLC ("A&M") to provide the Debtors with a Chief Restructuring Officer and certain additional personnel. Richard Arrowsmith is presently the CRO. On June 16, 2015, the Office of the United States Trustee for the Eastern District of Virginia appointed the Committee, consisting of the following seven members: (i) Oncimmune (USA) LLC; (ii) Aetna, Inc.; (iii) Pietragallo Gordon Alfano Bosick & Raspanti, LLP; (iv) Mercodia, Inc.; (v) Numares GROUP Corporation; (vi) Kansas Bioscience Authority; and (vii) Diadexus, Inc. On Sept. 23, 2015, Oncimmune (USA) LLC resigned from the Committee and, on Nov. 3, 2015, the U.S. Trustee appointed Cleveland Heart Lab, Inc. to the Committee. The Creditors Committee retained Cooley LLP as its counsel and Protiviti Inc. as its financial advisor. * * * On Nov. 5, 2015, the Court entered an order setting Dec. 22, 2015, as the Bar Date for the filing of all proofs of claim. The Debtors have sold substantially all of their operating assets pursuant to two separate sales approved by the Court. On Jan. 4, 2016, the Debtors filed a proposed Plan of Liquidation and Disclosure Statement. The Troubled Company Reporter on May 20, 2016, reported that Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the Eastern District of Virginia, Richmond Division, overruled the objections to Health Diagnostic Laboratory, Inc., et al.'s Modified Second Amended Plan of Liquidation and approved the Liquidating Plan and approved the Plan. HEBREW HEALTH: Creditors' Panel Hires Zeisler as Counsel -------------------------------------------------------- The Official Committee of Unsecured Creditors of Hebrew Health Care, Inc., et al., seeks authorization from the U.S. Bankruptcy Court for the District of Connecticut to retain Zeisler & Zeisler, P.C. as counsel to the Committee. The Committee requires Zeisler to: a. participate in meetings of the Committee; b. meet with representatives of the Debtors and their professionals; c. advise the Committee regarding proceedings in the bankruptcy Court; d. prepare, file, and prosecute pleadings in the bankruptcy Court; e. participating in hearings in the bankruptcy Court; f. monitor the Debtors' activities; g. assist the Committee in maximizing the value to be realized for unsecured creditors from the Debtors' assets by sale; h. assisting the Committee in formulation and negotiation of a plan of reorganization and advising creditors of the Committee's recommendation with respect to any such plan; and i. prosecute possible causes of action as may be appropriate. Zeisler will be paid at these hourly rates: James Berman, Partner $500 Stephen M. Kindseth, Partner $415 Zeisler has agreed to cap its hourly rate at $400.00. Zeisler will also be reimbursed for reasonable out-of-pocket expenses incurred. James Berman, partner in the law firm of Zeisler & Zeisler, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Zeisler can be reached at: James Berman, Esq. ZEISLER & ZEISLER, P.C. 10 Middle St. Bridgeport, CT 06604 Tel: (203) 368-4234 About Hebrew Health Care Hebrew Health Care, Inc., Hebrew Life Choices, Inc., Hebrew Community Services, Inc., and Hebrew Home and Hospital, Incorporated, filed Chapter 11 petitions (Bankr. D. Conn. Case Nos. 16-21311, 16-21312, 16-21313, and 16-21314, respectively) on Aug. 15, 2016. The petitions were signed by Bonnie Gauthier, CEO. Their cases are assigned to Judge Ann M. Nevins. The Debtors are represented by Elizabeth J. Austin, Esq., at Pullman and Comley, LLC. At the time of the filing, Hebrew Health Care, Inc., estimated assets at $1 million to $10 million and liabilities at $100,000 to $500,000; Hebrew Life Choices, Inc. estimated assets at $10 million to $50 million and liabilities at $10 million to $50 million; Hebrew Community Services, Inc. estimated assets at $500,000 to $1 million and liabilities at $100,000 to $500,000; and Hebrew Home and Hospital estimated assets at $1 million to $10 million and liabilities at $10 million to $50 million. On August 30, 2016, the United States Trustee for the District of Connecticut appointed the official committee of unsecured creditors. The Committee hired Zeisler & Zeisler, P.C., to serve as counsel. HEBREW HEALTH: Hires Altman as Financial Advisors ------------------------------------------------- Hebrew Health Care, Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the District of Connecticut to employ Altman and Company, LLC financial advisor to the Debtors. The Debtors require Altman to: a. assist in the updating of the Debtors' general ledger and its books of original entry to reflect all of its financial transactions up today of its filing and thereafter; b. assist in the preparation of pre-petition accrual basis balance sheets and statements of operations as of a date immediately preceding the filing date for each Debtor; c. assist in the preparation of accrual basis of financial statements for the year ended December 31, 2015 and periodic financial statements thereafter for each Debtor; d. oversee the preparation and filing of the appropriate documents for all tax refunds due to the Debtors; e. assist in the preparation of a preference analysis and analysis of the Debtors' transactions with its past and present insiders; f. assist all Debtors in preparing all financial reports as required by the US Trustee under the guidelines; and g. assist the Debtors internal accounting staff and management as requested. Altman professionals who will work on the Debtors' cases and their hourly rates are: Gordon A. Lewis III $375 Brian Maloney $350 Altman was paid in the sum of $50,000 prior to the filing of its case as and for a retainer for services rendered and to be rendered in connection with this case and express incurred in connection therewith. Altman will also be reimbursed for reasonable out-of-pocket expenses incurred. Gordon A. Lewis III, member of Altman and Company, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Altman may be reached at: Gordon A. Lewis III Altman and Company, LLC 258 Main Street, Suite 205 Milford, MA 01757 Phone: 781-341-5170 Fax: 781-297-7578 About Hebrew Health Care?????? Hebrew Health Care, Inc., Hebrew Life Choices, Inc., Hebrew ???Community Services, Inc., and Hebrew Home and Hospital,???Incorporated, filed Chapter 11 petitions (Bankr. D. Conn. Case Nos. 16-21311, 16-21312, 16-21313, and 16-21314, respectively) on Aug. 15, 2016.????The petitions were signed by Bonnie Gauthier, CEO. Their cases are assigned to Judge Ann M. Nevins. ??????The Debtors are represented by Elizabeth J. Austin, Esq., at???Pullman and Comley, LLC.?????? At the time of the filing, Hebrew Health Care, Inc., estimated ???assets at $1 million to $10 million and liabilities at $100,000 to $500,000; Hebrew Life Choices, Inc. estimated assets at $10 million to $50 million and liabilities at $10 million to $50 million; Hebrew Community Services, Inc. estimated assets at $500,000 to $1 million and liabilities at $100,000 to $500,000; and Hebrew Home and Hospital estimated assets at $1 million to $10 million and liabilities at $10 million to $50 million. The Office of the U.S. Trustee on August 30, 2016, appointed three creditors of Hebrew Health Care, Inc., to serve on the official committee of unsecured creditors. HEBREW HEALTH: Hires Pullman & Comley as Counsel ------------------------------------------------ Hebrew Health Care, Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the District of Connecticut to employ Pullman & Comley, LLC as counsel to Debtors-in-Possession. The Debtors require P&C to: a. advise the Debtors with respect to its rights and obligations as Debtor-in-Possession and with respect to other areas of bankruptcy law; b. prepare on behalf of the Debtors necessary petitions, schedules, applications, motions, and other papers in connection with the administration of the Debtors' estate; c. take all necessary actions to protect and preserve the estate of the Debtors, including, if required by the facts and circumstance, the prosecution of actions and adversary or other proceedings on the Debtors' behalf, the defense of any actions and adversary or other proceedings commenced against the Debtors, negotiations concerning all litigation in which the Debtors are involved, and where appropriate, the filing and prosecution of objections to claims filed against the Debtors' estate; d. represent the Debtors at all hearings and proceedings herein; e. develop, negotiate, and confirm a Chapter 11 plan for the Debtors and prepare a disclosure statement in respect thereof; and f. perform other legal services required by the Debtors in connection with this Chapter 11 case. P&C lawyers who will work on the Debtors' cases and their hourly rates are: Elizabeth J. Austin, Esq. $495 Irve J. Goldman $495 Jessica Grossarth, Esq. $375 P&C was paid the sum of $125,000 prior tot he filing the case and for a retainer for services and to be rendered in connection with this case and expenses incurred in connection therewith. Elizabeth J. Austin, Esq., member of the law firm of Pullman & Comley, 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. P&C may be reached at: Elizabeth J. Austin, Esq. Jessica Grossarth, Esq. Pullman & Comley, LLC 850 Main Street Bridgeport, CT 06601-7006 Tel: (203)330-2000 Fax: (203)576-8888 E-mail: eaustin@pullcom.com jgrossarth@pullcom.com About Hebrew Health Care?????? Hebrew Health Care, Inc., Hebrew Life Choices, Inc., Hebrew ???Community Services, Inc., and Hebrew Home and Hospital,??? Incorporated, filed Chapter 11 petitions (Bankr. D. Conn. Case Nos. 16-21311, 16-21312, 16-21313, and 16-21314, respectively) on Aug. 15, 2016.????The petitions were signed by Bonnie Gauthier, CEO. Their cases are assigned to Judge Ann M. Nevins. ??????The Debtors are represented by Elizabeth J. Austin, Esq., at??? Pullman and Comley, LLC. ??????At the time of the filing, Hebrew Health Care, Inc., estimated??? assets at $1 million to $10 million and liabilities at $100,000 to $500,000; Hebrew Life Choices, Inc. estimated assets at $10 million to $50 million and liabilities at $10 million to $50 million; Hebrew Community Services, Inc. estimated assets at $500,000 to $1 million and liabilities at $100,000 to $500,000; and Hebrew Home and Hospital estimated assets at $1 million to $10 million and liabilities at $10 million to $50 million. The Office of the U.S. Trustee on August 30, 2016, appointed three creditors of Hebrew Health Care, Inc., to serve on the official committee of unsecured creditors. HEBREW HEALTH: Hires Rogin Nassau as Special-Purpose Counsel ------------------------------------------------------------ Hebrew Health Care, Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the District of Connecticut to employ Rogin Nassau LLC as special-purpose counsel to Debtors-in-Possession. The Debtors require RN to: a. represent the Debtors in general corporate-law matters; b. represent the Debtors in healthcare matters; c. represent the Debtors in employment-law matters; d. represent the Debtors in regulatory and securities matters; and e. represent the Debtors in litigation matters not related to the bankruptcy case, including but not limited to William Stein V. Hebrew Home and Hospital, inc., et al, pending in the Superior Court of the State of Connecticut. RN will be paid at these hourly rates: Attorneys $250 Associates $495 Paralegals $100-$180 RN lawyers who will work on the Debtors' cases and their hourly rates are: Peter Evans, Esq. $405 Steven D. Bartelstone, Esq. $495 Prior to the Petition Date, RN was paid sum of $19,757, as and for a retainer for services rendered and to be rendered in connection with this case and expenses incurred in connection therewith. On August 12, 2016, RN wrote off $55,883.95, which represents time incurred in the pre-petition period but remains unpaid as of the Petition Date. RN will also be reimbursed for reasonable out-of-pocket expenses incurred. Peter Evans, Esq, counsel to the law firm of Rogin Nassau 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. Deloitte & Touche LLP may be reached at: Peter Evans, Esq. Rogin Nassau LLC CityPlace I, 185 Asylum Street Hartford, CT Tel: (860)256-6300 Fax: (860)278-2179 E-mail: pevans@roginlaw.com About Hebrew Health Care?????? Hebrew Health Care, Inc., Hebrew Life Choices, Inc., Hebrew ???Community Services, Inc., and Hebrew Home and Hospital,??? Incorporated, filed Chapter 11 petitions (Bankr. D. Conn. Case Nos. 16-21311, 16-21312, 16-21313, and 16-21314, respectively) on Aug. 15, 2016.????The petitions were signed by Bonnie Gauthier, CEO. Their cases are assigned to Judge Ann M. Nevins.?????? The Debtors are represented by Elizabeth J. Austin, Esq., at ???Pullman and Comley, LLC. ??????At the time of the filing, Hebrew Health Care, Inc., estimated??? assets at $1 million to $10 million and liabilities at $100,000 to $500,000; Hebrew Life Choices, Inc. estimated assets at $10 million to $50 million and liabilities at $10 million to $50 million; Hebrew Community Services, Inc. estimated assets at $500,000 to $1 million and liabilities at $100,000 to $500,000; and Hebrew Home and Hospital estimated assets at $1 million to $10 million and liabilities at $10 million to $50 million. The Office of the U.S. Trustee on August 30, 2016, appointed three creditors of Hebrew Health Care, Inc., to serve on the official committee of unsecured creditors. HEBREW HEALTH: Hires Wiggin as Transactional & Health Care Counsel ------------------------------------------------------------------ Hebrew Health Care, Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the District of Connecticut to employ Wiggin and Dana as special transactional and health care regulatory counsel. HHCI is the parent company of HLCI, HCSI and HHHI and is located at 1 Abrahms Boulevard, West Hartford, Connecticut. HHCI provides management, human resources and payroll services to its three subsidiaries. HLCI is engaged in the business of operating an assisted living facility and providing rehabilitation services. HCSI is engaged in the business of senior day care and rehabilitation services. HHHI is engaged in the business of operating a 45 bed chronic disease hospital comprising of a 23 bed medical unit and a 22 behavioral health unit. Collectively, there are 302 beds in the Debtors' facilities and the Debtors have approximately 681 full and part-time employees. The Debtors have sought protection under Chapter 11 because they are unable to pay their debts as they were coming due for a multiplicity or reasons. Due to significant drop in Medicare and Medicaid reimbursement rates which began in the early 1990s and continues to date, the Debtor came under financial pressures. As such the reimbursement of the Debtors received through Medicaid and Medicare services are no longer sufficient to the standard of care provided. In addition to the Medicaid reduction, the State of Connecticut has an active state program called Money Follows the Person. This has resulted in a delay of the entry of seniors into skilled nursing homes because the program allows seniors to stay at home through the use of State monies. Wiggin will represent HHH in connection with the lease and operation transfer agreement between HHH and the affiliate of National Health Care created for the transactions and will also represent HHH in connection with any health care regulatory matters involved in the transactions. The Debtors have agreed to compensate Wiggin at its $475 per hour (with a 10% discount) and to reimburse Wiggin for its expenses, charges and disbursements. As of the Petition Date, Wiggin is owed $72,952 for services it performed for the Debtors pre-petition. Maureen Weaver, partner at the firm of Wiggin and Dana, assured the Court that the firm does not represent any interest adverse to the Debtors and their estates. Wiggin may be reached at: Maureen Weaver, Esq. Wiggin and Dana One Century Tower 265 Church Street New Haven, CT 06508-1832 Phone: 203.498.4400 Fax: 203.782.2889 About Hebrew Health Care?????? Hebrew Health Care, Inc., Hebrew Life Choices, Inc., Hebrew ???Community Services, Inc., and Hebrew Home and Hospital, ???Incorporated, filed Chapter 11 petitions (Bankr. D. Conn. Case Nos. 16-21311, 16-21312, 16-21313, and 16-21314, respectively) on Aug. 15, 2016.????The petitions were signed by Bonnie Gauthier, CEO. Their cases are assigned to Judge Ann M. Nevins. ??????The Debtors are represented by Elizabeth J. Austin, Esq., at??? Pullman and Comley, LLC.?????? At the time of the filing, Hebrew Health Care, Inc., estimated??? assets at $1 million to $10 million and liabilities at $100,000 to $500,000; Hebrew Life Choices, Inc. estimated assets at $10 million to $50 million and liabilities at $10 million to $50 million; Hebrew Community Services, Inc. estimated assets at $500,000 to $1 million and liabilities at $100,000 to $500,000; and Hebrew Home and Hospital estimated assets at $1 million to $10 million and liabilities at $10 million to $50 million. The Office of the U.S. Trustee on August 30, 2016, appointed three creditors of Hebrew Health Care, Inc., to serve on the official committee of unsecured creditors. HEBREW HEALTH: Taps Siegel O'Connor as Labor Counsel ---------------------------------------------------- Hebrew Health Care, Inc. and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Connecticut to employ Siegel O'Connor O'Donnell Beck P.C. as special labor and employment counsel. The Debtors require Siegel O'Connor to represent the Debtors in connection with all aspects of employment law including: grievances, arbitrations, employment contracts, employee handbooks, harassment, discrimination and wrongful discharge defense, unemployment benefit claims, possible union organizing campaigns, federal, state and local wage and hour compliance and defense of claims, OSHA compliance and defense of claims, audits of the Debtors' human resource functions, training, immigration issues, COBRA requirements, leave of absence policies and procedures, and collective bargaining. The hourly rates currently utilized by Siegel O'Connor's attorneys range from $175-$475. For uninsured matters: Partners $325 Associates $275 For insured matters: Partners $275/$250 Associates $200 Siegel O'Connor will also be reimbursed for reasonable out-of-pocket expenses incurred. Glenn A. Duhl, shareholder of Siegel O'Connor, 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. Siegel O'Connor can be reached at: Glenn A. Duhl, Esq. SIEGEL O'CONNOR O'DONNELL BECK, P.C. 150 Trumbull Street Hartford, CT 06103-2446 Tel: (860) 727-8900 About Hebrew Health Care Hebrew Health Care, Inc., Hebrew Life Choices, Inc., Hebrew Community Services, Inc., and Hebrew Home and Hospital, Incorporated, filed Chapter 11 petitions (Bankr. D. Conn. Case Nos. 16-21311, 16-21312, 16-21313, and 16-21314, respectively) on Aug. 15, 2016. The petitions were signed by Bonnie Gauthier, CEO. Their cases are assigned to Judge Ann M. Nevins. The Debtors are represented by Elizabeth J. Austin, Esq., at Pullman and Comley, LLC. At the time of the filing, Hebrew Health Care, Inc., estimated assets at $1 million to $10 million and liabilities at $100,000 to $500,000; Hebrew Life Choices, Inc. estimated assets at $10 million to $50 million and liabilities at $10 million to $50 million; Hebrew Community Services, Inc. estimated assets at $500,000 to $1 million and liabilities at $100,000 to $500,000; and Hebrew Home and Hospital estimated assets at $1 million to $10 million and liabilities at $10 million to $50 million. HECTOR ANIBAL: Unsecureds To Recoup 100% Under Plan --------------------------------------------------- Hector Anibal Martinez Hernandez filed with the U.S. Bankruptcy Court for the District of Puerto Rico an amended disclosure statement dated Aug. 17, 2016. Under the Plan, holders Class 7 General Unsecured Creditors will receive from the Debtor a non-negotiable, non-interest bearing, promissory note dated as of the Effective Date. Creditors in this class will receive a total repayment of 100% of their claimed or listed debt plus 3.5% annual interest. These claims, which total $47,814.69, will be paid in five equal annual payments of $11,236.46 (this payment includes principal and interest) each. The first annual payment will be due Sept. 1, 2017, and subsequently the first day of September of each year. The Class is impaired. The allowed liability to unsecured creditors is in the amount of $1,344,966.97. The source of payments proposed under the Plan will come from the Debtor's income from businesses and sale of real properties. The Disclosure Statement is available at: http://bankrupt.com/misc/prb15-03458-111.pdf The Plan was filed by the Debtor's counsel: Homel Antonio Merado Justiniano, Esq. Ensanche Martinez 8 Drive A. Ramirez Silva Street Mayaguez, PR 00680-4714 Tel: (787) 364-3188 (787) 805-2945 Fax: (787) 805-7350 E-mail: hmjlaw2@gmail.com Hector Anibal Martinez Hernandez filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 15-03458) on May 7, 2015. HEMISPHERE MEDIA: Ownership Transfer No Impact on Moody's Ratings ----------------------------------------------------------------- Moody's Investors Service said the recent announcement of the proposed transfer of ownership in Hemisphere Media Holdings, LLC (Hemisphere or the Company, B2 stable) held by InterMedia Partners VII, L.P. (IMP) to an affiliate of Searchlight Capital Partners LLC (Searchlight), a private equity firm, will not affect its credit ratings or credit profile. Moody's believes this is primarily a liquidity event for the limited partners of IMP, the controlling stockholder of Hemisphere. IMP, nearing the end of its investment horizon has offered its limited partners three liquidity options with the respect to Hemisphere stock. Limited partners of IMP can elect to (1) receive a pro rata distribution of class A common shares, (2) rollover their equity into a new SPV (Rollover SPV), or (3) receive cash, which is being funded by Searchlight. This event will not impact the company's ratings as voting control, and therefore strategy, will remain unchanged at Hemisphere. Peter Kern, general Partner of IMP and Hemisphere Chairman of the Board will retain the right to vote the shares in the new investment vehicles including Searchlight and the Rollover SPV. The closing is subject to certain conditions including the limited partners of IMP elect the Cash Option in an amount sufficient enough to satisfy the minimum aggregate purchase of $162 million (barring a waiver). Searchlight will receive two seats on a new 11 member Board at closing. The transaction is expected to close in October 2016 and the new shareholder agreement with Searchlight has a 5 year term. HERTZ CORP: S&P Assigns 'B' Rating on $500MM Sr. Notes Due 2024 --------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '5' recovery rating to Estero, Fla.-based car renter Hertz Corp.'s $500 million senior notes due 2024. The '5' recovery rating indicates S&P's expectation that lenders would receive modest recovery (10%-30%, upper half of the range) of their principal in the event of a payment default. Hertz is a subsidiary of Hertz Global Holdings Inc. S&P's ratings on Hertz incorporate its position as one of the largest global car rental companies, and the cyclical and price-competitive nature of on-airport car rentals. They also incorporate significant debt leverage and substantial ongoing fleet funding needs resulting from its capital-intensive operations. These risks are partly offset by Hertz's ability to significantly reduce capital spending if demand declines; its ability to generate strong cash flow, even in periods of weak earnings; and its ability to maintain access to liquidity using secured borrowing and asset-backed securitizations. S&P assess the company's business risk profile as fair and its financial risk profile as aggressive. The outlook is stable. S&P expects credit metrics to be little changed by the June 30, 2016, separation of its equipment rental business and to gradually improve based on expected rising earnings and cash flow. S&P could raise the ratings over the next year if better-than-expected earnings, due to stronger volumes or pricing, result in funds from operations (FFO) to debt increasing to the low-20% area on a sustained basis . Although unlikely over the next year, S&P could lower the ratings if operating performance weakens, which could be caused by weak pricing or weak used car prices, resulting in FFO to debt declining to the low- to mid-teens percent area. RATINGS LIST Hertz Corp. Corporate credit rating B+/Stable/-- New Ratings Hertz Corp. Senior unsecured $500 million notes due 2024 B Recovery rating 5H HPI PLUMBING: Hires Brett A. Elam P.A. as Attorney -------------------------------------------------- HPI Plumbing, Inc., seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to employ The Law Offices of Brett A. Elam P.A. as attorney. The Debtor requires Elam to: a. advise the Debtor of the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, applicable local rules pertaining to the administration of the case and US Trustee Guidelines related to the daily operation of Debtor's business and administration of the estate; b. represent the Debtor in all proceedings before this Court; c. negotiate with creditors, prepare and seek confirmation of a plan of reorganization and related documents, and assist Debtor with implementation of any plan; and d. perform all other legal services for Debtors as may be necessary in connection with the case. The firm will be paid at hourly rate of $225-$375. The Debtor paid Elam a prepetition retainer in the amount of $12,500. Brett A. Elam, Esq., member of The Law Offices of Brett A. Elam P.A., assured the Court that the firm does not represent any interest adverse to the Debtor and its estates. BE may be reached at: Brett Elam, Esq. The Law Offices of Brett A. Elam P.A. 105 South Narcissus Avenue, Suite 802 West Palm Beach, FL 33401 Tel: 561.833.1113 Fax: 561.833.1115 E-mail: belam@brettelamlaw.com About HPI Plumbing, Inc. ??? PHI Plumbing, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D.Fla. Case No. 16-21297) on August 16, 2016.?? The Hon. Paul G. Hyman, Jr., presides over the case. 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 Glenroy Hessing, president. 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 HPI Plumbing, Inc. IMAGEWARE SYSTEMS: Sold $2 Million Preferred Shares to Cap 1 ------------------------------------------------------------ Imageware Systems, Inc. and Cap 1 LLC, a family client of Summer Road LLC, entered into a Securities Purchase Agreement, wherein the Investor agreed to purchase 2,000 shares of Series F Preferred for $1,000 per share. In addition to customary representations and warranties, the Purchase Agreement requires the Company to file a registration statement with the Securities and Exchange Commission on or before Oct. 15, 2016, to register the Conversion Shares issuable upon conversion of the Investor's shares of Series F Preferred under the Securities Act of 1933, as amended. The issuance of the shares of Series F Preferred resulted in gross proceeds to the Company of $2.0 million. The Company expects to use these proceeds for general working capital purposes, including collaborating with the Investor to determine how the Company's technologies may benefit other entities held by the Investor. The shares of Series F Preferred were offered and sold in transactions exempt from registration under the Securities Act in reliance on Section 4(2) thereof and Rule 506 of Regulation D thereunder. The Investor represented that it was an "accredited investor" as defined in Regulation D, and is not subject to the "Bad Actor" disqualifications described in Rule 506(d). About ImageWare Systems Headquartered in San Diego, California, ImageWare Systems, Inc., is a leader in the emerging market for software-based identity management solutions, providing biometric, secure credential, law enforcement and enterprise authorization. Its "flagship" product is the IWS Biometric Engine. Scalable for small city business or worldwide deployment, the Company's biometric engine is a multi- biometric platform that is hardware and algorithm independent, enabling the enrollment and management of unlimited population sizes. The Company's identification products are used to manage and issue secure credentials, including national IDs, passports, driver licenses, smart cards and access control credentials. Its law enforcement products provide law enforcement with integrated mug shot, fingerprint LiveScan and investigative capabilities. The Company also provides comprehensive authentication security software. Imageware Systems reported a net loss available to common shareholders of $9.59 million on $4.76 million of revenues for the year ended Dec. 31, 2015, compared to a net loss available to common shareholders of $7.99 million on $4.15 million of revenues for the year ended Dec. 31, 2014. As of June 30, 2016, Imageware had $4.56 million in total assets, $4.62 million in total liabilities and a total shareholder's deficit of $68,000. INNOVATIVE OBJECTS: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Innovative Objects, LLC 2540 South Range Line Road Joplin, MO 64804-3245 Case No.: 16-30446 Chapter 11 Petition Date: September 8, 2016 Court: United States Bankruptcy Court Western District of Missouri (Joplin) Judge: Hon. Cynthia A. Norton Debtor's Counsel: Ronald S. Weiss, Esq. BERMAN DELEVE KUCHAN & CHAPMAN, LLC 1100 Main Street, Suite 2850 Kansas City, MO 64105 Tel: 816-471-5900 Fax: 816-842-9955 E-mail: rweiss@bdkc.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $10 million to $50 million The petition was signed by Joe Frazier, manager. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. INT'L MANUFACTURING: Trustee Hires Baker & McKenzie as Counsel -------------------------------------------------------------- Beverly N. McFarland, the appointed Chapter 11 Trustee in the bankruptcy case of International Manufacturing Group, Inc., seeks authority from the U.S. Bankruptcy Court for the Eastern District of California to retain Baker & McKenzie LLP as her special 401(k) counsel, nunc pro tunc to September 1, 2016. Ms. McFarland tells the Court that in the course of the case she will have a need for advice regarding the termination of the Debtor's 401(k) plan. She may also need the firm to assist in drafting termination resolutions, reviewing the safe harbor termination notice prepared by the prototype provider, drafting a letter of instruction to the record keeper/trustee, reviewing any required amendment prepared by the prototype provider that need to be adopted upon termination (e.g., it does not appear the 2016 prototype plan was ever adopted and this should be done prior to termination) and reviewing the form of participant distribution notice. The firm also may provide assistance: * in determining when participants should have fully vested (e.g., was there a partial termination requiring vesting prior to the termination date); * with additional issues related to the bankruptcy; * in determining if any corrections are required; and * in drafting a safe harbor notice or any amendments. B&M has only been retained to provide legal services related to 401(k) plan termination, Ms. McFarland says. B&M's standard hourly rates are: Name Title Hourly Rate ---- ----- ----------- James P. Baker Partner $850 Janel M. Brynda Associate $620 Ajay Athavale Associate $460 B&M will also bill the estate for all reasonable and necessary out-of-pocket expenses incurred as permitted by applicable provisions of the Bankruptcy Code, Bankruptcy Rules and the UST Guidelines. B&M has agreed to bill travel time between San Francisco and Sacramento at 50% of its discounted hourly rates. B&M has also agreed that the fees for its services will not exceed $25,000. B&M also agrees to cap its hourly fee for James P. Baker's services at $550 per hour. As set forth in the Declaration of Mr. Baker, (i) B&M does not have any connections with the Debtor, its creditors, or with the Office of the United States Trustee, or with any person employed in the office of the United States Trustee which would preclude employment, and (ii) does not now hold or represent any interest materially adverse to the interests of the estate or of any class of creditors or equity security holders. The Court will commence a hearing on September 21, 2016, at 10:00 a.m., to consider the firm's hiring. The U.S. Trustee is represented by: Thomas A. Willoughby, Esq. Jason E. Rios, Esq. Jennifer E. Niemann, Esq. FELDERSTEIN FITZGERALD WILLOUGHBY & PASCUZZI LLP 400 Capitol Mall, Suite 1750 Sacramento, CA 95814 Telephone: (916) 329-7400 Facsimile: (916) 329-7435 E-mail: twilloughby@ffwplaw.com jrios@ffwplaw.com jniemann@ffwplaw.com About International Manufacturing Group 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. Lawyers at Pachulski Stang Ziehl & Jones LLP represent the Official Committee of Unsecured Creditors. ION WORLDWIDE: Unsecureds To Recover Lesser of 15% of Claims ------------------------------------------------------------ iON Worldwide Inc., et al., filed with the U.S. Bankruptcy Court for the District of Delaware disclosure statement with respect to Chapter 11 plan of reorganization. Under the Plan, holders of allowed Class 4 General Unsecured Claims will receive the lesser of 15% of their allowed claim or their pro rata share of $2,505,000. Based on the expected recoveries, the Official Committee of Unsecured Creditors also supports the Plan. The Debtors submit that, because holders of allowed General Unsecured Claims would receive no recoveries under a liquidation, the Plan presents the best options for the holders. Class 4 claims are estimated at $15,700,000. Prior to the Petition Date, and following careful consideration of all alternatives, the Debtors determined that the commencement of the Chapter 11 cases were prudent and necessary steps to maximize the going concern value of the Debtors' businesses. Through the commencement of the Chapter 11 cases, the Debtors intended to restructure their debt obligations while continuing normal operations. The Plan is premised on a Restructuring Support Agreement with funding of up to $12,000,000 to be provided by Sky Light. Proceeds of the funding will be used to make Plan distributions to the claims of creditors when the claims become allowed claims. Under the Plan, Sky Light will commit to invest an aggregate capital commitment of up to $12,000,000, and in exchange will receive 100% of the New Common Stock issued by the Debtor. Existing equity interests of the Debtors will be cancelled. Non-priority claims are impaired, but holders of the claims will receive their pro rata portion of cash on account of such claims, each as set forth in the Plan. The proposed debt and equity restructuring pursuant to the proposed Plan will enhance the Debtors' liquidity and reduce its leverage. The Disclosure Statement is available at: http://bankrupt.com/misc/deb16-11543-94.pdf About iON Worldwide Inc. iON Worldwide Inc. filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 16-11543) on June 24, 2016. The Hon. Laurie Selber Silverstein presides over the case. Anthony M. Saccullo, Esq., and Thomas H. Kovach, Esq., at A.M. Sacullo Legal, LLC, and Michael S. Fox, Esq., and Jonathan T. Koevary, Esq., at Olshan Frome Wolosky LLP, in New York, serve as counsel. Andrew Vara, acting U.S. trustee for Region 3, on July 6 appointed three creditors of iON Worldwide, Inc., to serve on the official committee of unsecured creditors. The Committee retained Benesch, Friedlander, Coplan & Aronoff LLP as counsel IPHONE SOLUTIONS: Hires Correa Business as Counsel -------------------------------------------------- Iphone Solutions, Corp., seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Correa Business Consulting Group, LLC as counsel to the Debtor. Iphone Solutions requires Correa Business to: a. advise the Debtor with respect to its duties, powers and responsibilities in the bankruptcy case under the laws of the United States and Puerto Rico in which the debtor-in- possession conducts its operations, do business, or is involved in litigation; b. advise the Debtor in connection with a determination whether a reorganization is feasible and, if not, helping the Debtor in the orderly liquidation of its assets; c. assist the Debtor with respect to negotiations with creditors for the purpose of arranging the orderly liquidation of assets and propose a viable plan of reorganization; d. prepare on behalf of the Debtor the necessary complaints, answers, orders, reports, memoranda of law and any other legal papers or documents; e. appear before the bankruptcy court, or any court in which debtors assert a claim interest or defense directly or indirectly related to the bankruptcy case; f. perform such other legal services for the Debtor as may be required in the proceedings or in connection with the operation of, and involvement with, the Debtor's business, including, but not limited to, notarial services; and g. employ other professional services, if necessary. Correa Business will be paid at the hourly rate of $100. Correa Business will also be reimbursed for reasonable out-of-pocket expenses incurred. Luis E. Correa Gutierrez, member of the law firm of Correa Business Consulting Group, 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 Debtor and its estates. Correa Business can be reached at: Luis E. Correa Gutierrez, Esq. CORREA BUSINESS CONSULTING GROUP, LLC Ext. Roosevelt, 468 Calle Arrigoitia San Juan, PR 00918 Tel: (787) 373-1185 Fax: (787) 724-0353 E-Mail: lcorrea@correalawoffice.com About IPhone Solutions IPhone Solutions, Corp, filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-06226) on August 5, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Luis E. Correa Gutierrez, at Correa Business Consulting Group, LLC. No official committee of unsecured creditors has been appointed in the case. J&A REAL ESTATE: Seeks to Employ Craig A. Diehl as Attorney ----------------------------------------------------------- J & A Real Estate Partnership asks for permission from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ the Law Offices of Craig A. Diehl as its attorney. As the Debtor's counsel, the Firm will: (a) advise the Debtor-in-Possession with respect to its rights, powers, duties and obligations as Debtor-in- Possession in the administration of this case and the management of its property; (b) prepare pleadings, applications and conduct examinations incidental to administration; (c) advise and represent Applicant in connection with all applications, motions, or complaints for reclamation, adequate protection, sequestration, relief from stays, appointment of trustee or examiner, and all other similar matters; (d) develop the relationship of the status of Debtor-in- Possession to the claims of creditors in these proceedings; (e) advise and assist the Debtor-in-Possession in the formulation and presentation of a Plan and Disclosure Statement pursuant to Chapter 11 of the Bankruptcy Code and concerning any and all matters relating thereto; and (f) perform any and all other legal services incident and necessary herein. The Firm will be employed under a general retainer providing for hourly fees of $250 and $100 for a legal assistant, plus reimbursement for out-of-pocket expenses. Craig A. Diehl, Esq., assures the Court that his Firm has no interest adverse to the Debtor-in-Possession or the bankruptcy estate in the matters upon which he is to be engaged for Debtor-in-Possession. The Firm can be reached at: Craig A. Diehl, Esq. LAW OFFICES OF CRAIG A. DIEHL 3464 Trindle Road Camp Hill, PA 17011 Telephone: (717) 303-3037 Facsimile: (717) 763-8293 E-mail: cdiehl@cadiehllaw.com J & A Real Estate Partnership, based in York, PA, filed a Chapter 11 petition (Bankr. M.D. Pa. Case No. 16-03341) on August 12, 2016. The Hon. Mary D France presides over the case. Craig A. Diehl, Esq., at LAW OFFICES OF CRAIG A. DIEHL, presides over the case. In its petition, the Debtor estimated $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. The petition was signed by John A. Kerchner, partner. JAYUYA MEMORIAL: Hires Feliciano Rios as Financial Consultant ------------------------------------------------------------- Jayuya Memorial, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Manuel E. Feliciano Rios, CPA, as financial consultant. The Debtor tells the Court that it is in need of an accountant to assist its management in the financial restructuring of its affairs by providing advice in strategic planning and the preparation of the Debtor's Monthly Operating Reports. The duties of the CPA will consist of strategic counseling and advice, proforma modeling preparation, financial/business assistance, preparation of documentation as requested for and during the Debtor's Chapter 11, specifically as it is related to and has an effect on the Debtor, as well as recommendations and financial/business assessments regarding issues specifically related to the Debtor. Mr. Feliciano Rios has been retained as financial consultant on the basis of $1,000 retainers, which has been advanced by the Debtor against which the Financial Consultant will bill on the basis of $125 per hour, plus expenses, for work he performed or to be performed. According to the Application, Mr. Feliciano Rios is a disinterested party (person) as defined in Section 101(14) in the Bankruptcy Code. Jayuya Memorial, Inc filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-06235) on August 5, 2016, listing under $1 million in assets and debts. JEROME SYDNEY HEYWARD: Files First Amendment to Plan Outline ------------------------------------------------------------ Jerome Sydney Heyward filed with the U.S. Bankruptcy Court for the District of South Carolina a first amended disclosure statement to provide that the South Carolina Department of Revenue has filed a proof of claim, and the Debtor acknowledges a priority claim in the amount of $10,449.05. The prior Disclosure Statement provided that the Creditor "has not filed a proof of claim, but the Debtor acknowledged a priority claim in the amount of $10,449.05." The entire remainder of the Disclosure Statement remains unchanged. As reported by the Troubled Company Reporter, the Plan proposes that Class 6(A) Thru (B) - Claims of General Unsecured Creditors will be impaired since the Plan provides for payment of only 5% of the allowed claims of unsecured creditors. This Class will be paid 5% of their allowed Claims without interest after the Effective Date. The Disclosure Statement is available at: http://bankrupt.com/misc/scb16-00564-74.pdf The amendment in the Plan was filed by the Debtor's counsel: Robert A. Pohl, Esq. 32 South Main Street, Suite 215 Greenville, SC 29601 Tel: (864) 233-6294 Fax: (864) 558-5291 E-mail: Robert@POHLPA.com About Jerome Sydney Heyward Jerome Sydney Heyward, dba Heyward Consulting LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 16-00564) on Feb. 8, 2016. The case is assigned to Judge David R. Duncan. JMO WIND DOWN: Unsecureds to Recover 100% Under Plan ---------------------------------------------------- JMO Wind Down, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware a disclosure statement for the Debtor's plan of liquidation. Under the Plan, holders of Class 4 General Unsecured Claims (estimated at $390,000) will be paid 100% of their claims in cash. This Class is unimpaired. On the Effective Date, a liquidating trust will be created in accordance with the liquidating trust agreement and funded by the Debtor's transfer to the Liquidating Trust of the Liquidating Trust Assets. The Liquidating Trust will be a newly-formed Delaware trust with no prior assets or liabilities. The Liquidating Trustee will serve as the trustee of the Liquidating Trust. The Liquidating Trustee will make all distributions under the Plan on account of allowed claims against, and allowed interests in, the Debtor; provided, however, that all allowed fee claims will be paid out of the professional fee claim reserve. Except as otherwise expressly set forth in the Plan, on the Effective Date, or as soon thereafter as practicable, the Liquidating Trustee will make all distributions required pursuant to the Plan. All other distributions or payments under the Plan will be made by the Liquidating Trustee pursuant to the terms of the Plan, Confirmation Order and the Liquidating Trust Agreement. The Liquidating Trustee will establish appropriate reserves, which will be segregated and held by the Liquidating Trustee on and after the Effective Date for the payment of disputed claims to the extent they become allowed claims. The Liquidating Trustee will establish appropriate reserves, which will be segregated and held by the Liquidating Trustee on and after the Effective Date for distributions on account of any Disputed Interests to the extent they become allowed interests. Cash payments made pursuant to the Plan will be in U.S. funds, by the means agreed to by the payor and payee, including by check or wire transfer or, in the absence of an agreement, commercially reasonable manner as the Liquidating Trustee will determine in his or her sole discretion. The Disclosure Statement is available at: http://bankrupt.com/misc/deb16-10682-319.pdf The Plan was filed by the Debtor's counsel: Adam G. Landis, Esq. Kerri K. Mumford, Esq. Kimberly A. Brown, Esq. LANDIS RATH & COBB LLP 919 Market Street, Suite 1800 Wilmington, Delaware 19801 Tel: (3 02) 467-4400 Fax: (302) 467-4450 E-mail: 1andis@lrclaw.com mumford@lrclaw.com brown@lrclaw.com JMO Wind Down, Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 16-10682). KEY ENERGY: S&P Lowers CCR to 'D' on Missed Interest Payment ------------------------------------------------------------ S&P Global Ratings said that it lowered its corporate credit rating on U.S.-based Key Energy Services Inc. to 'D' from 'CC'. In addition, S&P lowered its issue-level rating on the company's senior secured term loan to 'D' from 'CC'. The recovery rating on the term loan remains '1', indicating S&P's expectation for very high (90% to 100%) recovery in the event of a payment default. S&P also lowered its issue-level rating on the company's senior unsecured notes to 'D' from 'C'. The '6' recovery rating is unchanged, indicating S&P's expectation for negligible (0% to 10%) recovery in the event of a payment default. "The downgrade reflects the company's decision to defer its Sept. 1, 2016, interest payment on its 6.75% senior notes due 2021," said S&P Global Ratings' credit analyst David Lagasse. The company has a 30-day grace period after the interest payment date to make the payment before an event of default occurs. S&P do not expect Key to make the interest payment during the 30-day grace period, which will result in a default. Additionally, an event of default related to the senior notes would trigger an event of default under Key's asset-based lending and term loan facilities. The company entered into a plan support agreement on Aug. 24 to restructure under a prepackaged Chapter 11 deal in the U.S. Bankruptcy Court. The agreement provides that the company will exchange its outstanding bonds for new equity and reduce its debt from $974 million to $250 million. The solicitation of reorganization plan votes and rights offering will commence by Oct. 4, and end on Nov. 4, with a voluntary Chapter 11 filing expected on or before Nov. 8. Milestone deadlines in the PSA call for confirmation of the reorganization plan within 65 days of the Chapter 11 filing and emergence from Chapter 11 within 90 days of the filing. KINETIC CONCEPTS: S&P Rates $1,750MM 2nd Lien Notes 'B-' -------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating to Kinetic Concepts Inc.'s proposed issuance of $1,750 million of five-year senior secured second-lien notes to repay existing $1,750 million senior secured second-lien notes due 2018. KCI USA Inc. is a co-issuer of the notes. S&P assigned a recovery rating of '5' to these notes, reflecting its expectation for modest (10%-30%, lower half of the range) recovery on these obligations in the event of a default. Additionally, the company is refinancing $450 million of its $612 million senior unsecured notes due 2019 with new senior secured third-lien notes maturing 2021. The third lien is supported by a limited collateral package that limits its maximum recovery from collateral in default to $150 million, thereby limiting the benefits of collateral. S&P is assigning an issue-level rating of 'CCC+' and a recovery rating of '6' to the third-lien notes, which reflects S&P's expectation for a negligible (0%-10%) recovery on these obligations in the event of a default. S&P's 'B' corporate credit rating on Kinetic Concepts reflects S&P's assessment of the company's business risk as fair and the financial risk profile as highly leveraged. The outlook is stable. The assessment of a fair business risk profile reflects significant product concentration (negative pressure wound therapy-based VAC devices account for about two-thirds of revenues), pricing pressure within its advanced wound therapeutics product categories following the expiration of Kinetic's patent on negative pressure wound therapy, and the company's limited geographic diversity with roughly 75% of revenues derived in the Americas. S&P's business risk assessment also incorporates the company's well-entrenched market position and deep organizational experience with VAC devices (about 90% share), attractive EBITDA margins (35%), and the company's wound dressing products and regenerative medicine division which provide modest diversification. The highly leveraged financial risk profile reflects adjusted debt leverage above 5x. S&P estimates adjusted debt leverage of about 7.6x for 2016, improving to about 7.4x for 2017. Leverage could improve further if the company proceeds with plans for an IPO. RATINGS LIST Kinetics Concepts Inc. Corporate Credit Rating B/Stable/-- New Rating Kinetics Concepts Inc. KCI USA Inc. $1,750 Mil. Senior Secured Second-Lien Notes Due 2021 B- Recovery Rating 5L Kinetics Concepts Inc. KCI USA Inc. $450 Mil. Senior Secured Third-Lien Notes Due 2021 CCC+ Recovery Rating 6 KRONOS ACQUISITION: S&P Affirms 'B-' LongTerm CCR, Outlook Stable ----------------------------------------------------------------- S&P Global Ratings said it affirmed its 'B-' long-term corporate credit rating on Kronos Acquisition Holdings Inc. based on its expectation that the proposed transaction should support fixed charges and will not have a material impact on credit metrics and cash flows. The outlook is stable. Kronos is proposing to refinance its US$1.085 billion term loan with a new US$235 million add-on to its existing US$390 million senior unsecured notes. The company will use the proceeds from the unsecured notes to repay a portion of the term loan outstanding that was issued in April 2016 to fund the Prestone Group acquisition. The debt repayment improves the recovery prospects on Kronos' first-lien term loan. As a result, S&P Global Ratings affirmed its 'B-' issue-level rating on the company's first-lien term loan and revised its recovery rating on the debt to '3' from '4' based on these improved recovery prospects. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%, lower half of the range) recovery in default. "We base the affirmation and revised recovery rating on our expectation that the proposed transaction should support fixed charges, and lead to better recovery prospects for the first-lien term loan," said S&P Global Ratings credit analyst Nayeem Islam. In addition, S&P Global Ratings affirmed its 'CCC' issue-level rating on Kronos' senior unsecured notes, including the proposed US$235 million add-on. The '6' recovery rating on the notes is unchanged, reflecting S&P's expectation of negligible (0%-10%) recovery in a default scenario. The ratings on Kronos reflect S&P Global Ratings' view of the company's weak business risk profile and highly leveraged financial risk profile. S&P do not expect the proposed transaction to have a material impact on the company's fixed charges as higher interest will be offset by lower debt amortization. As a result, S&P expects Kronos will maintain adequate liquidity and generate sufficient cash flows to cover approximately US$150 million of fixed charges relating to interest, capital expenditures, and debt amortization. The higher cost debt will modestly lower Kronos' EBITDA interest coverage, which S&P believes will remain at about 2x. The stable outlook reflects S&P's expectation that Kronos will improve its earnings and maintain EBITDA interest coverage at about 2x. S&P also expects the company to generate sufficient cash flows to cover fixed charges and maintain adequate liquidity. S&P could lower the ratings if Kronos is unable to generate sufficient operating cash flows to cover approximately US$150 million of fixed charges for interest, capital expenditures, and debt amortization. S&P believes such a scenario would be precipitated if the company's operating performance weakens due to lower demand, operational missteps, or significant restructuring expenses. S&P is unlikely to raise the ratings over the next year, given Kronos' aggressive financial policies, high debt burden, and limited deleveraging prospects owing to relatively large fixed charges. That being said, S&P could raise its ratings if Kronos improves its credit metrics, including fully adjusted debt leverage below 6x and EBITDA interest coverage approaching 3x. KUBCO DECANTER: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Kubco Decanter Services, Inc. 8031 Breen Road Houston, TX 77064 Case No.: 16-34581 Chapter 11 Petition Date: September 9, 2016 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Jeff Bohm Debtor's Counsel: Peter Johnson, Esq. LAW OFFICES OF PETER JOHNSON Eleven Greenway Plaza, Suite 2820 Houston, TX 77046 Tel: 713-961-1200 E-mail: pjohnson@pjlaw.com Total Assets: $1.26 million Total Liabilities: $1.63 million The petition was signed by Russel O'Brien, vice-president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txsb16-34581.pdf LADDER CAPITAL: Fitch Affirms 'BB' IDR, Outlook Stable ------------------------------------------------------ Fitch Ratings has affirmed the Long-Term Issuer Default Ratings and senior unsecured note ratings of Ladder Capital Finance Holdings LLLP and Ladder Capital Finance Corporation, subsidiaries of Ladder Capital Corp (collectively Ladder), at 'BB'. The Rating Outlook is Stable. KEY RATING DRIVERS IDRS AND SENIOR DEBT The affirmations reflect Ladder's established platform as a commercial real estate (CRE) lender and investor; conservative underwriting culture; relatively stable core earnings as a result of reduced reliance on gain on sale income; a granular portfolio; continued adherence to a leverage target commensurate with the risk profile of its assets; and access to multiple sources of capital. Rating constraints include its less diversified business model focused on the CRE sector; a high proportion of secured, wholesale funding; reduced capital retention stemming from the parent company's REIT tax election effective Jan. 1, 2015; the absence of a track record as a standalone entity through a full credit cycle; and key man risk. Triangle Business Model Intact Fitch has a favorable view of Ladder's track record of originating conduit and balance sheet mortgage loans, purchasing investment grade CMBS, U.S. Agency and other securities, and acquiring net lease and other equity real estate as it provides business flexibility. The balance sheet continues to grow moderately, with total assets increasing to $6.0 billion as of June 30, 2016, from $5.9 billion as of Dec. 31, 2015 and $5.8 billion as of Dec. 31, 2014. With risk retention rules related to CMBS under the Dodd-Frank Act taking effect in December 2016, Ladder has indicated that it would be open to retaining risk in the new expected format, which could provide further opportunities for growth. Granular Portfolio Ladder was founded in October 2008 and has not yet managed through a full credit cycle. It has operated during multiple periods of market volatility without incurring credit losses since inception. Ladder's average loan-to-value ratios have remained relatively stable (64.9% on conduit first mortgage loans, 65.8% on balance sheet first mortgage loans and 73.7% on mezzanine and other CRE-related loans as of June 30, 2016) and low compared to other CRE finance peers, which Fitch views positively. In addition, the company's average loan balance was $17 million as of June 30, 2016, limiting individual loss exposures. However, lodging is currently Ladder's largest property type exposure (36% of loan balance as of June 30, 2016) and as noted in Fitch's 'U.S. Lodging Cycle Concierge' report dated Aug. 2, 2016, lodging fundamentals are decelerating and could turn negative next year, which could negatively impact hotel loan performance more broadly. Diverse Access to Capital Ladder remains reliant on wholesale funding sources, although there is growing diversity amongst Ladder's sources of capital. As of June 30, 2016, the company had five committed loan repurchase (repo) facilities, one committed and multiple uncommitted securities repo facilities, a corporate credit facility from numerous lending institutions, mortgage loan borrowings, borrowings from the Federal Home Loan Bank (FHLB), and access to unsecured notes and public equity. During 2016, Ladder upsized its $75 million revolving credit facility to $143 million, replaced a $50 million credit agreement with a $100 million committed secured loan repo line maturing in 2019, upsized one of its loan repo lines from $35 million to $100 million and extended it through 2019 and upsized its outstanding committed securities repo lines to $400 million and extended that line through 2018. Fitch notes the expected loss of FHLB membership by Ladder's captive insurance subsidiary effective February 2021 as an on-going funding consideration. While Ladder has multiple options at its disposal to either repay FHLB borrowings via securities sales or new debt arrangements, replacement funding is likely to be either shorter-term term (e.g., reverse repurchase facilities) or higher cost (e.g., additional unsecured notes), which could introduce additional funding and liquidity risk or pressures on profitability. In the interim, Ladder has continued to take advantage of the low-cost funding afforded to FHLB borrowers, albeit only with maturities inside the 2021 expiration date. Interest rates on Ladder's captive insurance subsidiary's FHLB borrowings ranged from 0.38% to 2.74% as of June 30, 2016. Therefore, Fitch expects Ladder to continue accessing this capital source when financing certain first mortgage loans and investment grade CRE securities over the next several years in advance of the captive's loss of membership in February 2021. Fitch believes that Ladder's potential replacement of FHLB funding with repo borrowings would be a credit negative because it would increase liquidity risk, and conversely notes that a replacement of FHLB funding with long-term unsecured debt would be a credit positive as it would lessen liquidity risk, improve financial flexibility, and extend duration. Leverage Increase Due to Increased Securities Exposure Ladder varies its leverage depending on the risk profiles of and allocation levels to the various CRE asset classes in which it invests. Following the volatility in the credit markets in the first quarter of 2016, Ladder increased its exposure to 'AAA' and other investment grade rated CMBS securities, resulting in overall corporate debt to equity of 3.0x as of June 30, 2016, which is at the upper limit of the company's publicly articulated 2.0x-3.0x target. Lower Reliance on Gain-on-Sale Income Core earnings totaled $69.1 million during the first half of 2016 (1H16), down year-over-year from $100.2 million during the 1H15. The year-over-year decline is largely attributable to slowing CMBS activity leading to lower income from sales of securitized loans, lower gains on sales of securities, and net results from derivative transactions, partially offset by lower operating expenses. However, Fitch expects that gain on sale income will increase throughout the remainder of 2016 as Ladder has been building up its conduit loan portfolio for securitization contributions. Core earnings to average equity was 9.3% in 1H16, down from 12.8% in 2015 and 16.3% in 2014; the decline was partially driven by a reduction in loan sale proceeds, including securitization profits. Notably, the quality of Ladder's earnings has improved from a credit standpoint as net interest income after provisions represented 92.3% of net revenues in 1H16, up from 38.8% in 2015 and 36.6% in 2014. This meaningful increase was the result of a material decline in loan sale proceeds and gains on securities in 1H16 as well as net results from derivative transactions. Greater revenue diversity with reduced reliance on gain on sale income over a longer term period would be viewed favorably by Fitch. Predominantly Secured Borrower, Adequate Liquidity Ladder's secured debt represented 87.3% of total debt and 64.1% of total assets as of June 30, 2016, which limits financial flexibility. Unencumbered asset coverage of unsecured notes has remained stable following the company's August 2014 bond offering and was 1.4x as of June 30, 2016. Unencumbered assets and unrestricted cash totaled $776.3 million as of June 30, 2016. As of June 30, 2016, Ladder had $1.0 billion of excess committed capacity under its debt facilities and its unencumbered pool could be pledged or liquidated (subject to applicable haircuts) to support unsecured debt repayment. Approximately $297.7 million of unsecured notes mature in October 2017. Ladder's liquidity position remains constrained by its REIT tax election. Ladder is expected to retain a lower portion of core earnings when compared to the approximately 60% of core earnings retained prior to the REIT conversion. All else being equal, the REIT conversion increased after-tax core earnings because of a lower effective tax rate as a REIT, but this was somewhat offset by an increase in the company's annual cash dividend to $1.10 per share from $0 per share previously (in January 2016, the company also distributed its undistributed accumulated earnings and profits attributable to taxable periods prior to Jan. 1, 2015). Key Man Risk Key man risk is not unusual for mortgage REITs or similar finance companies. In Fitch's view, key man risk continues to reside with the Chief Executive Officer of Ladder. However, the company has a deep bench, and the six executive officers of the company average 27 years of CRE finance experience. The company elevated its former Chief Strategy Officer and General Counsel to Chief Operating Officer and its former Associate General Counsel to General Counsel in March 2016. Ladder's former Chief Investment Officer departed in 2015. As of June 30, 2016, Ladder's named executive officers and directors held interests in the company comprising 11.9% of the company's total equity, aligning interests of management and shareholders. RATING SENSITIVITIES IDRS AND SENIOR DEBT These factors may have a positive impact on Ladder's ratings and/or Outlook: -- Greater revenue diversity with a sustained reduction in reliance on gain on sale income; -- Sustained profitability and asset quality performance through multiple market environments, while maintaining conservative leverage at the lower end of the 2.0x-3.0x target and strong liquidity levels; -- Increased economic access to long-term unsecured debt funding. These factors may have a negative impact on Ladder's ratings and/or Outlook: -- A material reduction in long-term economic sources of funding; -- Material increase in exposure to more aggressively underwritten balance sheet loans or real estate equity investments without adequate reserves and commensurate decrease in leverage; -- A sustained increase in leverage beyond the company's articulated target; -- Sustained reduction in liquidity levels and/or unencumbered assets relative to outstanding unsecured debt; -- Sustained operating losses or material weakening of asset quality. Fitch has affirmed these ratings of Ladder Capital Finance Holdings LLLP and Ladder Capital Finance Corporation: -- Long-Term IDRs at 'BB'; -- Senior unsecured notes at 'BB'. The Rating Outlook is Stable. LAS VEGAS JOHN: Hires Larson as General Reorganization Counsel -------------------------------------------------------------- Las Vegas John, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Larson & Zirzow, LLC as general reorganization counsel to the Debtor. Las Vegas John requires Larson to: a. prepare on behalf of the Debtor, as debtor in possession, all necessary or appropriate motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtor's estate; b. take all necessary or appropriate actions in connection with a plan of reorganization and related disclosure statement and all related documents, and such further actions as may be required in connection with the administration of the Debtor's estate; c. take all necessary actions to protect and preserve the estate of the Debtor including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, the negotiation of disputes in which the Debtor is involved, and the preparation of objections to claims filed against the Debtor's estate; and d. perform all other necessary legal services in connection with the prosecution of the Chapter 11 Case. Larson will be paid at these hourly rates: Attorneys $400-$450 Paraprofessionals $175 Larson was paid the amount of $7,500 prior to the petition date, inclusive of the filing fee for the Chapter 11 case. Larson currently holds in retainer the remainder sum of $7,500. Larson will also be reimbursed for reasonable out-of-pocket expenses incurred. Matthew C. Zirzow, member of the law firm of Larson & Zirzow, 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 Debtor and its estates. Larson can be reached at: Matthew C. Zirzow, Esq. Zachariah Larson, Esq. LARSON & ZIRZOW, LLC 850 E. Bonneville Ave. Las Vegas, NV 89101 Tel: (702) 382-1170 Fax: (702) 382-1169 E-mail: mzirzow@lzlawnv.com zlarson@lzlawnv.com About Las Vegas John Las Vegas John, L.L.C., filed a chapter 11 petition (Bankr. D. Nev. Case No. 16-14273) on August 3, 2016. The petition was signed by Dmitrios P. Stamatakos, managing member. The Debtor is represented by Matthew C. Zirzow, Esq., at Larson & Zirzow. The case is assigned to Judge August B. Landis. The Debtor estimated assets at $1 million to $10 million and debts at $500,000 to $1 million at the time of the filing. No official committee of unsecured creditors has been appointed in the case. LATTICE INC: Incurs $924,000 Net Loss in Second Quarter ------------------------------------------------------- Lattice Incorporated filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss available to common shareholders of $924,147 on $1.31 million of revenue for the three months ended June 30, 2016, compared to a net loss available to common shareholders of $353,572 on $2.41 million of revenue for the three months ended June 30, 2015. For the six months ended June 30, 2016, the Company reported a net loss available to common shareholders of $1.15 million on $3.74 million of revenue compared to a net loss available to common shareholders of $1.06 million on $3.92 million of revenue for the six months ended June 30, 2015. As of June 30, 2016, Lattice had $3.01 million in total assets, $10.63 million in total liabilities and a total shareholders' deficit of $7.62 million. Cash and cash equivalents decreased to approximately $125,000 at June 30, 2016, from approximately $187,000 at Dec. 31, 2015. At June 30, 2016, the working capital deficit was essentially flat at approximately $7,114,000, compared to a working capital deficit of approximately $7,059,000 at Dec. 31, 2015. There is approximately $4.3 million in principal due on notes during the next twelve months inclusive of: payments due under the "GTL" settlement dated April 29, 2016, totaling $1,000,000, principal due of $1,500,000 on a convertible note maturing in May 2017, and several notes totaling approximately $1.3 million which are past due. Additionally, Lattice is carrying a significant level of past due general unsecured trade payables which includes facility commissions owed to some of our customer facilities pursuant to contractual agreements. Such facilities account for a majority of our revenues. In addition, certain of the facilities have provided notice to us that we are in breach of such contractual agreements. The Company is working with its customers to come back into compliance with the terms of the agreements. The increase in these payables occurred mainly during the 4th quarter of fiscal 2015. During the six months ended June 30, 2016, the Company met its liquidity needs primarily from financing activities. Lattice's current cash position and projected operating cash flows are inadequate to cover payments that are either past due or coming due in the next twelve months and also support its working capital requirements. In that regard, Lattice is highly dependent on its ability to raise additional capital needed to fund operations and refinance existing debt to fund its liquidity needs in 2016. "The working capital deficit and the debt coming due in the next twelve months raise substantial doubt regarding Lattice's ability to continue as a going concern. The Company's ability to continue as a going concern is highly dependent upon its ability to raise additional alternative financing. To address its short term liquidity needs, Lattice has successfully raised $600,000 of capital by issuing common stock during April/May 2016 and is currently engaged in raising additional capital by issuing common stock in the range of $1,000,000 which is expected to close during the 3rd quarter 2016. Concurrently, management has engaged an advisor to assist with restructuring short term debt totaling approximately $3.0 to $4.0 million, which includes the settlement debt with GTL, to longer term maturities to allow the Company to achieve its growth strategies and develop its operating cash flows to positive levels. There is no assurance that Lattice will be able to either achieve the planned operating cashflows or obtain the funding needed to provide the necessary liquidity to continue operations and may be required to curtail or cease operations. The Company's quarterly report on Form 10-Q is available from the SEC website at https://is.gd/JjpAag About Lattice Inc. Pennsauken, New Jersey-based Lattice Incorporated provides telecommunications services to correctional facilities and specialized telecommunication service providers in the United States. Lattice reported a net loss available to common shareholders of $5.55 million on $7.58 million of revenue for the year ended Dec. 31, 2015, compared to a net loss available to common shareholders of $1.82 million on $8.94 million of revenue for the year ended Dec. 31, 2014. Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has a working capital deficit and requires additional working capital to meet its current liabilities. These factors raise substantial doubt about the Company's ability to continue as a going concern. LEO MOTORS: Amends 58.96 Million Shares Resale Prospectus --------------------------------------------------------- Leo Motors, Inc., filed with the Securities and Exchange Commission an amendment no. 1 to its Form S-1 registration statement relating to the sale by BOU Trust, RDM Capital LLC and Darrin M. Ocasio of up to 58,967,174 shares of common stock of the Company. BOU Trust is deemed to be an "underwriter" within the meaning of the Securities Act of 1933, as amended, in connection with the resale of the 54,278,028 shares that it is offering in this prospectus, although it may not sell those shares pursuant to Rule 144 of the Securities Act. The prices at which the selling stockholders may sell shares will be determined by the prevailing market price for the shares or in privately negotiated transactions. The Company will not receive any proceeds from the sale of these shares by the selling stockholders. All expenses of registration incurred in connection with this offering are being borne by the Company, but all selling and other expenses incurred by the selling stockholders will be borne by the selling stockholders. The Company's common stock is quoted on the OTCQB and trades under the symbol "LEOM." On Aug. 31, 2016, the last reported sale price of the Company's common stock as reported on the OTCQB was $0.18 per share. A full-text copy of the Form S-1/A is available for free at: https://is.gd/jbxEHc About Leo Motors Headquartered in Hanam City, Gyeonggi-do, Republic of Korea, Leo Motors, Inc., a Nevada corporation, is currently engaged in the research and development of multiple products, prototypes and conceptualizations based on proprietary, patented and patent pending electric power generation, drive train and storage technologies. In 2011, the Company determined its investment in Leo B&T Inc. an investment account was impaired and recorded an expense of $4.5 million. During the 2012 year the Company had a net non operating income largely from the result of the forgiveness of debt for $1.3 million. Leo Motors reported a net loss of US$4.49 million on US$4.29 million of revenues for the year ended Dec. 31, 2015, compared to a net loss of US$4.48 million on US$693,000 of revenues for the year ended Dec. 31, 2014. As of June 30, 2016, Leo Motors had US$7.42 million in total assets, US$6.1 million in total liabilities and US$1.30 million in total equity. LINN ENERGY: Hires KPMG as Auditors and Accounting Advisors ----------------------------------------------------------- Linn Energy, LLC and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of Texas to employ KPMG LLP as auditors and accounting advisors, nunc pro tunc to July 21, 2016. The Debtors require KPMG to: Audit Services: a. integrated Audit of consolidated balance sheets of Linn Energy, LLC as of December 31, 2016 and 2015, the related consolidated statements of operations, unitholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2016 and the related notes to the financial statements and audit of internal control over financial reporting as of December 31, 2016; b. integrated Audit of balance sheets of LinnCo, LLC as of December 31, 2016 and 2015, the related statements of operations, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2016 and the related notes to the financial statements and audit of internal control over financial reporting as of December 31, 2016; c. audit of balance sheets of Berry Petroleum Company, LLC as of December 31, 2016 and 2015, the related statements of operations, members' equity, and cash flows for each of the years in the three-year period ended December 31, 2016 and the related notes to the financial statements; d. perform quarterly review procedures for the fiscal quarter end dates of March 31, 2016, June 30, 2016, and September 30, 2016 (collectively, the "2016 Audit"); e. if requested and agreed, prepare and issue Comfort Letter; f. if requested and agreed, prepare and issue Comfort Letter for Debt/Equity Offerings; g. if requested and agreed, prepare consents; and h. consult with Debtors' management with respect to accounting, internal controls or disclosure matters. Accounting Advisory Services: a. provide technical advice to the Debtors on interpretation and application of accounting standards including identification of options, offering suggestions for Debtors' consideration to improve disclosure and financial statement quality and giving updates on recent developments with accounting standards-setters; b. perform gap analysis of data requirements required to comply with accounting standards; c. make observations and recommendations on the Debtors' drafted materials; d. at the Debtors' direction, discuss with the appropriate members of management KPMG's accounting analysis observations regarding the Debtors' accounting for the transactions, including explanation on how applicable accounting principles apply to the transaction, offering generic sample journal entries for illustrative purposes, and reviewing the Debtors' preliminary conclusions; e. participate in the conduct of follow-up interviews with selected individuals regarding the identified transactions; f. participate in the Debtors' meetings and conference calls regarding accounting matters around the transactions; g. provide comments and suggestions on the Debtors' documentation of the accounting analysis relating to transactions, including documentation of background information, transaction facts and circumstances, and how applicable literature applies to the transaction. All conclusions will be determined and documented by the Debtors; h. assist in identification of training needs; and i. develop and conduct accounting technical training, in relation to general knowledge and understanding of accounting technical standards. The Debtors have agreed to pay KPMG the proposed compensation in the Engagement Letter. Audit Services: KPMG and the Debtors have agreed to a total fixed fee of $2,775,000.00 for services related to integrated audits, financial statement audits, and quarterly review services. Of the Fixed Fee, approximately $1,110,000.00 was paid to KPMG by the Debtors prepetition. Pursuant to the Engagement Letters, the remaining amount of the Fixed Fee will be billed in four monthly installments of $372,500.00. Should the Debtors request, and KPMG agree, performance of any of the reports or services provided below will be compensated as noted: Comfort Letter (per occurrence) $75,000-$100,000 Comfort Letter for Debt/Equity $125,000-$175,000 Offerings (per occurrence) Consents (per occurrence) $25,000-$35,000 Consultations with Debtors Not to exceed $250,000 management with respect to accounting, internal controls or disclosure matters Accounting Advisory Services: Partners/Managing Directors $700.00 Directors $560.00 Managers $480.00 Senior Associates $380.00 Associates $270.00 KPMG received a retainer in the amount of $277,500.00 prior to the Petition Date, which was applied to outstanding services incurred prior to the Petition Date. According to KPMG's books and records, during the 90-day period prior to the Petition Date, KPMG received $1,110,000.00 from the Debtors for professional services performed and expenses incurred. Mark L. Zajac, CPA, partner of KPMG 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. KPMG can be reached at: Mark L. Zajac, CPA KPMG LLP 811 Main Street, Suite 4400 Houston, Texas Tel: +1 713.319.2000 Fax: +1 713.319.2041 ??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 Paul M. Basta, Esq., Stephen E. Hessler, Esq., Brian S. Lennon, Esq., James H.M. Sprayregen, Esq., and Joseph M. Graham, Esq., at 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. LITHIA CHRISTIAN: Unsecureds to Be From Proceeds of Asset Sale -------------------------------------------------------------- Lithia Christian Center, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Georgia a disclosure statement for the Debtor' plan of reorganization dated Aug. 17, 2016. Holders of Class 5 General Unsecured Claims will be paid in full with the net proceeds remaining from the sale of the Debtor's properties after the satisfaction of the (i) Class 2 Hamilton secured claim; (ii) Class 4 IRS secured claim; and (iii) Class 6 GDR priority claim; and (iv) Class 1 Douglas County priority claim. Unsecured claims total $25,390.69 and are impaired. The source of funds for the payments pursuant to the Plan is the sale of the properties, the continued operations of Lithia Christian Center, Inc., as a non-profit school and any rental income from the rental of the residential properties or the church. The Disclosure Statement is available at: http://bankrupt.com/misc/ganb15-73029-48.pdf The Plan was filed by the Debtor's counsel: Cameron M. McCord, Esq. Leon S. Jones, Esq. JONES & WALDEN, LLC 21 Eighth Street, NE Atlanta, Georgia 30309 Tel: (404) 564-9300 E-mail: cmccord@joneswalden.com ljones@joneswalden.com About Lithia Christian Center, Inc. Lithia Christian Center, Inc., is located at 2548 Vulcan Drive, Lithia Springs, Georgia and operates as both a state chartered pre-school and a k-12 school. There is also a church located on the 2548 Vulcan Drive property that the Debtor rents to The Church at the Well, Inc., on a month to month basis. The Debtor is currently managed by its board of directors. It employs 14 full time employees and substitute teachers on an as needed basis. The Debtor also owns four residential properties generally known as (a) 3558 Grovers Lake, Lithia Springs, Georgia, (b) 3574 Grovers Lake, Lithia Springs, Georgia, (c) 7451 W. Lake Drive, Lithia Springs, Georgia, and (d) 7499 Vulcan Drive, Lithia Springs, Georgia. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. N.D.Ga. Case No. 15-73029) on Dec. 1, 2015. Cameron M. McCord, Esq., at Jones & Walden, LLC, as bankruptcy counsel. LOUISIANA-PACIFIC CORP: S&P Rates Proposed $350MM Sr. Notes 'BB' ---------------------------------------------------------------- S&P Global Ratings said it assigned its 'BB' issue-level rating to Nashville, Tenn.-based building product manufacturer Louisiana-Pacific Corp.'s proposed $350 million senior unsecured notes due 2024. The recovery rating is '3', reflecting S&P's expectation of meaningful (50%-70%; at the upper half of the range) recovery in the event of default. The company will use proceeds from the proposed transaction to redeem $350 million of its existing senior unsecured notes due 2020. The transaction will allow the company to extend the tenor of its capital structure and reduce interest expense. The 'BB' corporate credit rating and stable outlook on Louisiana-Pacific are unchanged and reflect the company's fair business risk and aggressive financial risk profile. Ratings List Louisiana-Pacific Corp. Corporate Credit Rating BB/Stable/-- New Rating Louisiana-Pacific Corp. Senior Unsecured $350 mil sr notes due 2024 BB Recovery Rating 3H LPATH INC: Amends Bylaws to Update Forum Selection Clause --------------------------------------------------------- The Board of Directors of Lpath, Inc., approved and adopted the Amended and Restated Bylaws of the Company. The Bylaws include an update for a forum selection clause specifying Delaware as the sole and exclusive forum for derivative or breach of duty suits or proceedings, claims relative to the General Corporation Law of Delaware, the Certificate of Incorporation or Bylaws of the Company, or suits pertaining to the internal affairs of the Company. About LPath San Diego, Calif.-based Lpath, Inc. is a biotechnology company focused on the discovery and development of lipidomic-based therapeutics, an emerging field of medical science whereby bioactive lipids are targeted to treat human diseases. LPath reported a net loss of $10.01 million on $1.59 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $16.6 million on $5.08 million of total revenues for the year ended Dec. 31, 2014. Moss Adams LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses and negative operating cash flows raise substantial doubt about the Company's ability to continue as a going concern. LPATH INC: Signs Merger Agreement With Apollo Endosurgery --------------------------------------------------------- Lpath, Inc. and Apollo Endosurgery, Inc., announced that they have entered into a definitive merger agreement under which the security holders of Apollo would become the majority owners of Lpath. Under terms of the agreement, Lpath will issue new shares of its common stock or rights to acquire its common stock to Apollo security holders. The Apollo security holders are expected to own approximately 95.8 percent of the combined company and the Lpath security holders are expected to own approximately 4.2 percent of the combined company, subject to adjustments as described in the merger agreement. Concurrent with the closing of the merger, Apollo's major investors have committed to invest approximately $29 million of new equity in the combined company, which will form part of the Apollo 95.8 percent ownership. The major investors include affiliates of PTV Healthcare Capital, H.I.G. BioHealth Partners, Remeditex Ventures, Novo A/S, and CPMG Inc. As of June 30, 2016, Apollo's cash was approximately $11.6 million and long term debt was approximately $50 million. Apollo's consolidated revenue for the calendar year ended Dec. 31, 2015, was approximately $68 million. The boards of directors of both Lpath and Apollo have unanimously approved the transaction, which is subject to customary closing conditions, including approval by the stockholders of each of Lpath and Apollo. The merger agreement contains certain termination rights for both Lpath and Apollo. The transaction is expected to close during the fourth quarter of 2016. Upon closing of the transaction Lpath will be renamed Apollo Endosurgery, Inc. and the combined company intends to apply for listing on The NASDAQ Global Market under a new trading symbol. Todd Newton, chief executive officer of Apollo, said, "Executing this transaction with Lpath is an expedient way to introduce our company to the public market. With the additional equity support we will receive from Apollo's major investors as part of this transaction, we will have the resources to meet our near-term business needs." Gary Atkinson, Lpath's chief executive officer added, "Following an extensive and thorough review of strategic alternatives, we have chosen to merge with Apollo because we believe the transaction provides Lpath stockholders with an attractive opportunity for value appreciation." As a result of the transactions, Lpath expects to record an impairment loss estimated to be approximately $1.7 million representing the carrying value of the patents and equipment associated with its drug discovery and development operations. Lpath expects to report the impairment loss in its Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2016. Piper Jaffray & Co. is the exclusive financial advisor for Apollo in this transaction and Cooley LLP is Apollo's legal counsel. Lpath's exclusive financial advisor in the transaction is Torreya Partners LLC and Lpath's legal counsel is Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP. A full-text copy of the Agreement and Plan of Merger and Reorganization is available for free at https://is.gd/0P1ZVk Management and Organization The directors and executive officers of Lpath will resign from their positions with Lpath upon the closing of the proposed merger, and the combined company will be under the leadership of Apollo's Newton and its current executive management team. Following the closing of the proposed merger, the Board of Directors of the combined company is expected to consist of nine members all of whom will be designated by Apollo, including representatives of each of Apollo's five major investors. Chairman of the Board of the combined company will be Richard J. Meelia, former Chairman and Chief Executive Officer of Covidien Ltd. The corporate headquarters will be located in Austin, TX. Conference Call & Webcast Management of both Apollo and Lpath will host a joint conference call to discuss the transaction on Monday, September 12 at 4:30 p.m. EST. Interested participants and investors may access the conference call by dialing 1-855-239-3117 for domestic callers or 1-412-542-4126 for international callers or 1-855-669-9657 for Canada callers and ask to join the Lpath conference call. The conference call will be webcast live under the investor relations section of the Lpath website at www.Lpath.com and will be archived there for 60 days following the call. About Apollo Apollo Endosurgery, Inc. is a medical device company focused on less invasive therapies for the treatment of obesity, a condition facing over 500 million people globally, as well as other gastrointestinal disorders. The Company's device based therapies are an alternative to invasive surgical procedures, thus lowering complication rates and reducing total healthcare costs. Apollo's products are offered in over 80 countries today. For more information regarding Apollo Endosurgery, go to: http://www.apolloendo.com/ About LPath San Diego, Calif.-based Lpath, Inc. is a biotechnology company focused on the discovery and development of lipidomic-based therapeutics, an emerging field of medical science whereby bioactive lipids are targeted to treat human diseases. LPath reported a net loss of $10.01 million on $1.59 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $16.55 million on $5.08 million of total revenues for the year ended Dec. 31, 2014. Moss Adams LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses and negative operating cash flows raise substantial doubt about the Company's ability to continue as a going concern. LUCAS ENERGY: Chairman Richard Azar Owns 37.9% Stake as of Aug. 25 ------------------------------------------------------------------ In a Schedule 13D filed with the Securities and Exchange Commission, Richard N. Azar, II disclosed that as of Aug. 25, 2016, he beneficially owns 7,350,665 shares of common stock (which includes 3,941,280 shares of Common Stock issuable upon conversion of 552,000 outstanding shares of Series B Redeemable Convertible Preferred Stock) of Lucas Energy, Inc., representing 37.9 percent of the shares outstanding. RAD2 Management, LLC and RAD2 Minerals, Ltd. also reported beneficial ownership of 4,837,385 shares of Common Stock (which includes 1,428,000 shares of Common Stock issuable upon conversion of 200,000 shares of Series B Redeemable Convertible Preferred Stock). Segundo Resources, LLC disclosed beneficial ownership of 2,513,280 shares of Common Stock (issuable upon conversion of 352,000 shares of Series B Redeemable Convertible Preferred Stock). RAD2 LLC is the general partner of RAD2. Azar is the managing member of RAD2 LLC. By virtue of these relationships, each of RAD2 LLC and Azar may be deemed to beneficially own the securities beneficially owned by RAD2. Azar is the managing member of Segundo. By virtue of this relationship, Azar may be deemed to beneficially own the securities beneficially owned by Segundo. Azar was appointed as a member of the Board of Directors and chairman of the Company on Aug. 26, 2016. A full-text copy of the regulatory filing is available at: https://is.gd/maXvhj About Lucas Energy Based in Houston, Texas, Lucas Energy (NYSE MKT: LEI) -- http://www.lucasenergy.com/-- is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Hunton formation in Central Oklahoma in addition to the Austin Chalk and Eagle Ford formations in South Texas. Lucas Energy reported a net loss of $25.4 million for the year ended March 31, 2016, compared to a net loss of $5.12 million for the year ended March 31, 2015. As of June 30, 2016, Lucas Energy had $14.73 million in total assets, $12.91 million in total liabilities and $1.82 million in total stockholders' equity. Hein & Associates LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2016, citing that the Company has incurred significant losses from operations and had a working capital deficit of $9.6 million at March 31, 2015. These factors raise substantial doubt about the Company's ability to continue as a going concern. LUCAS ENERGY: Sold 53 Shares of C Stock for $500,000 ---------------------------------------------------- Lucas Energy, Inc., issued and sold 53 shares of its Series C redeemable convertible preferred stock and a warrant to purchase 1,111,112 shares of its common stock in an initial closing pursuant to the stock purchase agreement that it had entered into with an accredited institutional investor on April 6, 2016. The terms of the Series C Stock, the Second Warrant and the Stock Purchase Agreement were previously reported in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 7, 2016. The sale and issuance of the securities have been determined to be exempt from registration under the Securities Act of 1933 in reliance on Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933, as amended, Rule 506 of Regulation D promulgated thereunder and Regulation S promulgated thereunder, as transactions by an issuer not involving a public offering. The Investor has represented that it is an accredited investor, as that term is defined in Regulation D, it is not a U.S. Person, and it is acquiring the securities for its own account. The Company received gross proceeds of $500,000 from the sale and issuance of the 53 shares of Series C Stock and, as previously disclosed, will pay placement agent fees of $47,500 for services rendered in connection with the Initial Closing. About Lucas Energy Based in Houston, Texas, Lucas Energy (NYSE MKT: LEI) -- http://www.lucasenergy.com/-- is a growth-oriented, independent oil and gas company engaged in the development of crude oil, natural gas and natural gas liquids in the Hunton formation in Central Oklahoma in addition to the Austin Chalk and Eagle Ford formations in South Texas. Lucas Energy reported a net loss of $25.4 million for the year ended March 31, 2016, compared to a net loss of $5.12 million for the year ended March 31, 2015. As of June 30, 2016, Lucas Energy had $14.73 million in total assets, $12.91 million in total liabilities and $1.82 million in total stockholders' equity. Hein & Associates LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2016, citing that the Company has incurred significant losses from operations and had a working capital deficit of $9.6 million at March 31, 2015. These factors raise substantial doubt about the Company's ability to continue as a going concern. MARION MICHELLE: City of West Richland Seeks Ch. 11 Trustee ----------------------------------------------------------- The City of West Richland asks the United States Bankruptcy Court for the Eastern District of Washington to appoint a Chapter 11 Trustee in the Chapter 11 case of Marion Michelle Mackey Marcum, dba West Richland Municipal Golf Course. The City asserts that the appointment of a Chapter 11 trustee would complete the entry of the order approving Approving the Debtor's Plan. The City says the performance on that plan is the obvious choice that protects both the creditors and the debtor. The City points out that a schedule filed with the Plan depicts the negative impact and unnecessary expense of a Chapter 7 liquidation sought by the United States Trustee. Chapter 7 trustees are appointed to liquidate and are ill suited for operating a complex business involving the golf course, restaurant and related services, the City asserts. When the operation of the business of the Debtor in Possession is required and may extend over several months, a chapter 11 Trustee is not only preferable as a matter of common sense to a chapter 7 liquidating trustee, it is a specific basis for appointment under the Bankruptcy Code, the City further asserts. City of West Richland is represented by Dillon E. Jackson, Esq., of the Foster Pepper PLLC. Marion Michelle Mackey Marcum filed a Chapter 11 petition Bankr. E.D. Wash. Case No. 15-02005) on June 4, 2015. MAX EXPRESS: Creditors' Panel Hires Braun as Property Appraiser --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Max Express, Inc., seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ Braun Appraiser & Auctioneers as personal property appraiser for the Committee. Based on the monthly operating reports filed in this case, the Debtor pays $25,000 in the first day of each month to Catherine Mo, a 50% owner of the Debtor, pursuant to the leased dated December for its premises located at 22420 S. Alameda St., Carson, California 90810. The Committee is unaware of any written extension of the Lease beyond its initial term; however, it is the Committee's understanding that the Debtor continues to operate under the terms of the Lease on a month-to-month basis at the original $25,000 monthly rent. Because Ms. Mo is an insider, it is reasonable and necessary to determine whether the monthly lease payment of $25,000 represents the fair value of leasing the Premise currently and on a historical basis. Braun will evaluate the fair lease value of the Premises currently, and will also evaluate the fair lease value during the four years prior to the Petition Date. Braun has agreed to a fixed fee of $5,000 as compensation for the requested valuation services. Anthony E. Fitzgerald, senior appraiser/broker of Braun Appraiser & Auctioneers, assured the Court that the firm does not represent any interest adverse to the Debtors and their estates. Braun can be reached at: Anthony E. Fitzgerald Braun Appraiser & Auctioneers 1230 Rosecrans Ave, Suite 160 Manhattan Beach, CA 90266 About Max Express?????? Max Express, Inc., is a trucking company located in Carson,??? California that provides trucking services throughout the western United States.????It has approximately 30 trucks and 37 employees, including the truck drivers and principals of the Debtor.????The Debtor rents real property located at 22420 S. Alameda 10 Street, Carson, CA 90810, for the premises used as its place of business. ??????The Debtor sought protection under Chapter 11 of the Bankruptcy??? Code (Bankr. C.D. Cal. Case No. 16-14868) on April 15, 2016.????The petition was signed by Richard Mo, secretary.????The case is assigned to Judge Deborah J. Saltzman.????The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. The Office of the U.S. Trustee on June 10, 2016, appointed three creditors of Max Express, Inc., to serve on the official committee of unsecured creditors. The Committee retained Levene, Neale, Bender Yoo & Brill as its counsel. MAZOR'S BAKERY: Unsecureds To Get 3%-10% Recovery ------------------------------------------------- Mazor's Bakery LLC 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 I and Class II General Unsecured Claims are impaired. Class I consists of two groups of FLSA claims of former employees. The first claim of Lucia Montes de Oca, Nohelia Murillo, Gladiz Alvarez and Graciela Alvares-Leon total $1,134,600. The Debtor proposes to pay these creditors 3% dividend of their $34,038 allowed claims in 60 equal monthly installments of $567.30. The second claim of Ana Guardado, Arceli Flores, Arturo De La Luz, Emilla Escamilla, Janeth Huapaya, Maria Gonzales, Ofelia Perez, Veronica Macuitl, Marilu Chiriboga total $356,386.91. The Debtor proposes to pay these creditors 3% dividend of their $10,691.60 allowed claims in 60 equal monthly installments of $178.20. Class II claims of David Rosen Bakery Supplies Inc., a supplier and a holder of a judgment lien and an executed confession of judgment in the amount of $97,500, will receive a payment of 10% of his claim, $9,750 over 60 months, amounting to $162.50 monthly. The entity's reorganization plan is to maximize revenue by streamlining business operations, cutting down on nonessential expenditures and using business income to reorganize and offer varying structures of repayment to the two separate classes of creditors. Isaac Mazor will be contributing personal funds in the amount of $200 toward the unsecured general claims to confirm the Debtor's Plan which constitutes a new value contribution, in order to retain their equity interest in the Debtor. Mr. Mazor will also be contributing funds from his personal salary as funding in his personal Chapter 11 plan of reorganization, which will be offered in combination with the funding proposed by the Debtor. Payments and distributions under the Plan will be funded by continued operation and increased earnings of the Debtor. The Disclosure Statement is available at: http://bankrupt.com/misc/nyeb15-44176-67.pdf About Mazor's Bakery Mazor's Bakery LLC is a corporation formed under the laws of the State of New York located at 1785 McDonald Avenue, Brooklyn, NY 11230. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 15-44176) on Sept. 10, 2015. Alla Kachan, Esq., at the Law Offices Of Alla Kachan, P.C., serves as the Debtor's bankruptcy counsel. MCDONALD BUILDING: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: McDonald Building, LLC 7595 East McDonald Drive Suite 120 Scottsdale, AZ 85250 Case No.: 16-10430 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: September 9, 2016 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Madeleine C. Wanslee Debtor's Counsel: Lindsi M. Weber, Esq. GALLAGHER & KENNEDY, PA 2575 E. Camelback Rd. Phoenix, AZ 85016 Tel: 602-530-8202 Fax: 602-530-8500 E-mail: lindsi.weber@gknet.com john.clemency@gknet.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ceasar A. Perez, manager. The Debtor has no unsecured creditor. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/azb16-10430.pdf MEDIWARE INFORMATION: Moody's Assigns B2 Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service assigned a B2 corporate family rating and B3-PD probability of default rating to Mediware Information Systems, Inc. ("Mediware"), a provider of software solutions to the healthcare industry. Moody's also assigned B2 ratings to the company's proposed $330 million senior secured first lien term loan and revolver. Proceeds from the debt issuance will be used to refinance existing debt as well as to fund a distribution to private equity owner Thoma Bravo. The ratings outlook is stable. RATINGS RATIONALE The B2 corporate family rating reflects Mediware's high leverage levels, small scale and acquisition appetite, offset to some degree by the company's demonstrated cash generating capabilities resulting from a stable and predictable base of software maintenance and subscription revenues. Pro forma debt to EBITDA is approximately 5.3x (including adjustments for certain one-time costs) based on unaudited results of the fiscal year ended June 30, 2016, but is expected to decline to under 5x over the next 12 to 18 months driven by EBITDA growth and debt repayment. Mediware provides critical enterprise resource planning and electronic health record systems to the non-acute healthcare market. Mediware's products are "sticky" as the software can be difficult to remove once fully integrated into a care provider's operations. As a result, Mediware has exhibited maintenance retention rates in excess of 90%, leading to stable free cash flow generation. Moody's expects free cash flow to debt will be in excess of 5% over the next 12 to 18 months. The non-acute care software market is fragmented, and it is expected to grow over the medium-term due to increasing adoption of IT systems by non-acute healthcare providers. Mediware's EBITDA growth is expected to be driven by low to mid-single digit organic revenue growth, supplemented by occasional acquisition activity which could delay de-leveraging or if large enough, increase leverage. Liquidity is expected to be good based on an estimated $20 million of cash on hand at closing, an undrawn $30 million revolver and an expectation of free cash flow in excess of $20 million over the next 12 months. The stable outlook reflects Moody's expectation of revenue growth in the low to mid-single digits and the expectation of free cash flow to debt of more than 5% over the next 12 to 18 months. Given the company's acquisition strategy, an upgrade is unlikely in the near term. The company could be upgraded if leverage is expected to be sustained below 4x and free cash flow to debt is on track to be sustained above 10%. Mediware could be downgraded if performance deteriorates materially or leverage is sustained over 6x, liquidity weakens or free cash flow to debt is expected to be below 5% on other than a temporary basis. Assignments: Issuer: Mediware Information Systems, Inc. -- Corporate Family Rating, Assigned at B2 -- Probability of Default Rating, Assigned at B3-PD -- Senior Secured First Lien Revolving Credit Facility, Assigned B2 (LGD3) -- Senior Secured First Lien Term Loan, Assigned B2 (LGD3) -- Outlook, Assigned at Stable The principal methodology used in these ratings was Software Industry published in December 2015. Mediware Information Systems, Inc. is a provider of healthcare enterprise software. The company, headquartered in Lenexa, Kansas, had revenues of approximately $150 million for the fiscal year ended June 30, 2016. MONITRONICS INT'L: Moody's Assigns B2 Rating on New Secured Debt ---------------------------------------------------------------- Moody's Investors Service affirmed Monitronics International, Inc.'s B3 Corporate Family Rating ("CFR"), B3-PD Probability of Default Rating, and SGL-3 Speculative Grade Liquidity rating, and assigned B2 ratings to its new $700 million B-2 term loan and $400 million senior secured notes. Proceeds from the new senior secured debt, as well $26 million in drawings under a new, unrated $295 million, super-priority revolver (which will replace the company's existing $315 million revolver) will be used to pay down $943 million of existing term loan debt and $154 million of revolver borrowings, and to cover fees and expenses. The Caa2 rating on Monitronics' existing $585 million unsecured notes was also affirmed. The outlook was changed to stable, from negative. Assignments: Issuer: Monitronics International, Inc. Senior Secured Term Loan, due 2022, Assigned B2 (LGD3) Senior Secured Notes, due 2023, Assigned B2 (LGD3) Outlook Actions: Outlook changed to stable, from negative Affirmations: Probability of Default Rating, Affirmed B3-PD Corporate Family Rating, Affirmed B3 Speculative Grade Liquidity Rating, Affirmed SGL-3 Senior Unsecured Notes due 2020, Affirmed Caa2 (LGD5) RATINGS RATIONALE The change in Monitronics' outlook to stable, from negative, reflects an improved liquidity position that will result from the residential-alarm-monitoring company's proposed refinancing of its senior secured debt, including a heavily used revolver that was scheduled to expire next year. The refinancing will push term loan debt maturities to 2022 (versus 2018 for the earliest-scheduled of the existing term loans) and allows for substantial external liquidity in the form of the new $295 million revolver that will be minimally drawn at closing and that expires in late 2021. Certain of the existing credit facilities' covenants will be, generally, loosened or eliminated with the new senior secured credit program. In addition to the improved liquidity position, Monitronics has made progress in its operations and strategic initiatives. While unit attrition will continue to rise, as expected -- due to cohort effects and the 2G conversion process -- to 14% or higher over the next year, price increases implemented a year ago have helped RMR attrition to improve, having reached 12.5% for the June 30th LTM period, as compared with 13.4% in 2015. (Normalized or "core" RMR attrition would be at 11.7%.) Creation multiples improved in both 2016 first-half quarters, for the first time in two years, partly as the result of market forces and partly as the result of management's having renegotiated dealer contracts and reduced purchases of subscribers from its more expensive dealers. Monitronics' creation multiple stood at close to 37.0x at year-end 2015, as compared with 35.5x at June 30, 2016. Moody's expects the company will continue to focus on improving attrition and creation costs, while deleveraging may resume once the 2G-conversion project is completed. The B3 CFR reflects the heightened operational and market risks Monitronics is facing, as it seeks to rein in expenses, improve high attrition, and adjust its dealer-only model to cyclical costs for acquiring subscribers. The integration of LiveWatch, a fast-growing D-I-Y home-security provider acquired in early 2015, has been going well (especially in term of RMR and ARPU growth), but the acquired company's margins are lower than Monitronics' core business, which has cut into profitability. As in 2015, heavy costs for converting tens of thousands of customers from their 2G wireless spectrum (a process that itself will exacerbate attrition) will hamper free cash flow this year, as will expenses incurred for initiatives undertaken to improve marketing effectiveness and to combat higher attrition. In turn, borrowings under the revolving credit facility will likely continue to be heavy, peaking at as much as 50% of the commitment, but possibly a bit more subdued than in the recent past as the company curbs subscriber acquisitions and focuses on fundamental alarm-monitoring metrics. Moody's expects free cash flow will run at a negative $60 to $70 million over the next twelve months, even with the assumption that Monitronics moderately scales back the pace of subscriber acquisitions. The resultant reliance on the revolver for operational initiatives and to fund purchases of new subscriber contracts from dealers will likely prevent meaningful deleveraging over the next year. Moody's notes that, in its priority of payments waterfall, the super-priority revolver has precedence of payments, relative to the secured term loan and the secured notes, from the proceeds of any default- or bankruptcy-related liquidation. The ratings could be downgraded if attrition rates rise more than expected, dealer multiples fail to moderate, or liquidity deteriorates. The ratings could be upgraded if attrition rates and dealer multiples improve and Moody's believes that Monitronics can sustain solidly positive steady-state free cash flow. With Moody's-expected revenues of about $565 million in 2017, Monitronics International, Inc. provides alarm monitoring services to about 1.1 million, mainly residential customers in the U.S. Monitronics is owned by Ascent Capital Group, Inc. ("Ascent Capital", ticker: ASCMA). The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. MONITRONICS INT'L: S&P Cuts CCR to B- on Weaker Operating Metrics ----------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on Dallas-based Monitronics International Inc. to 'B-' from 'B'. The rating outlook is stable. At the same time, S&P assigned its 'B-' issue-level rating and '4' recovery rating to the company's proposed $700 million first-lien term loan due 2022 and $400 million senior secured notes due 2023. The '4' recovery rating indicates S&P's expectation for average (30%-50%; upper half of the range) recovery of principal for lenders in the event of a payment default. S&P also lowered its issue-level rating on the company's existing first-lien debt, including the $315 million revolver due 2017, the $404 million term loan due 2018, and the $550 million term loan due 2022 (all of which are being refinanced), to 'B-' from 'B'. S&P revised the recovery rating to '4' from '3'. The '4' recovery rating indicates S&P's expectation for average (30%-50%; upper half of the range) recovery of principal for lenders in the event of a payment default. Additionally, S&P lowered its issue-level rating on the $585 million senior unsecured notes due 2020 to 'CCC' from 'CCC+'. The recovery rating is unchanged at '6', indicating S&P's expectation for negligible (0%-10%) recovery of principal for lenders in the event of a payment default. "The downgrade reflects our view that Monitronics will continue to report negative free operating cash flow and rising leverage even as it experiences little growth in its subscriber base over the next 18 months," said S&P Global Ratings' credit analyst Kenneth Fleming. Recently, the company has been challenged by high subscriber attrition and historically high dealer multiples to purchase new subscribers. These factors have made it expensive to replace subscribers lost from attrition, since Monitronics sources most of its customers from its third-party dealer network. "The stable outlook reflects our expectation that Monitronics will be able to service higher interest expense under the new capital structure," said Mr. Flemming. "Although we expect the company to generate negative free cash flow over the next 24 months, we project gradual improvement in attrition and creation costs, which will enable the company to reduce its cash usage." S&P could lower its corporate credit rating on Monitronics if the company's account creation costs increase or attrition rises further, resulting in significant declines in its subscriber base, less-than-adequate liquidity, or if it sustains headroom on any covenants below 10%. S&P could raise the rating if attrition and creation costs improve to allow free cash flow to debt increased above 3% on a sustained basis. NAVISTAR INT'L: Fitch Puts 'CCC' IDR on Rating Watch Positive ------------------------------------------------------------- Fitch Ratings has placed the ratings for Navistar International Corporation (NAV), Navistar, Inc., and Navistar Financial Corporation (NFC) on Rating Watch Positive following the announcement by NAV and Volkswagen Truck & Bus GmbH (VW T&B) of a strategic alliance between the two. VW T&B is a wholly owned subsidiary of Volkswagen AG. The strategic alliance includes an equity investment by VW T&B equal to 16.6% of NAV's common shares on a pro forma basis that will result in $256 million of cash proceeds to NAV, agreements to collaborate on powertrain and other technologies, a procurement joint venture (JV), and the addition of two VW T&B representatives to NAV's board of directors. A joint alliance board will oversee alliance arrangements. Closing of the share purchase agreement and implementation of the alliance will be subject to regulatory approvals and certain closing conditions. The Positive Watch reflects Fitch's expectation that the equity investment and strategic alliance will create benefits for NAV including a moderate increase in near-term liquidity and financial flexibility, $200 million of annual synergies by the end of five years ($500 million cumulative by year five), and opportunities to leverage technology with VW T&B. An expansion of NAV's technological capabilities could involve engines sourced internally or from within the alliance for use in NAV trucks, a larger parts business, and opportunities to share technology development costs for trucks, engines, and digital technology related to data and analytics. NAV's dealer base would improve VW T&B's access to the North America (NA) market where VW T&B has a limited presence. Fitch expects to resolve the rating watch after it has an opportunity to review additional details of the transaction and assess the impact on NAV's credit profile. The ratings could be upgraded by one notch depending on the pace of operating improvements from the alliance, Fitch's estimate of near-term free cash flow (FCF) and liquidity, and the impact on customer confidence and NAV's future market share. Fitch notes that some aspects of the alliance will become effective gradually, including the use of VW T&B power train components in NAV trucks which could occur beginning in 2019, realizing benefits from common sourcing, and product introductions associated with collaboration on technology. NAV still faces near-term challenges including the cyclical downturn in the NA heavy-duty truck market and a slow recovery in market share. However, concerns about liquidity are reduced by the planned equity investment by VW T&B, and Fitch believes a more extensive alliance is possible which could further strengthen NAV's credit profile. KEY RATING DRIVERS Fitch's 'CCC' Issuer Default Rating (IDR) for NAV incorporates NAV's low liquidity and negative FCF which Fitch expects will improve more slowly than originally expected, largely due to the cyclical downturn in the heavy duty truck market in the U.S. and Canada. The downturn is making it more difficult for NAV to rebuild market share, and weak industry conditions are contributing to high used-truck inventory and competitive pricing. The negative impact of these trends is partly offset by the improvement in core EBITDA margins due to restructuring and NAV's strategy of focusing on its core product markets. Liquidity is adequate in the near term but continues to be a key rating concern before considering the pending alliance with VW T&B. Fitch believes NAV should be able to meet its projected manufacturing cash and marketable securities balance of approximately $800 million at the end of fiscal 2016. Fitch estimates this would be adequate to fund seasonally negative FCF that would be expected in the first quarter of fiscal 2017 (1Q17)) but it will be sensitive to working capital requirements. Fitch believes there is a risk that negative FCF in 1Q17 could be lower compared to 1Q16 due to pressure on earnings from lower sales volumes and the impact of high used-truck inventory. Anticipated cash balances at the end of fiscal 2016 would be lower than the past two years, reducing NAV's capacity to adjust to negative developments such as further deterioration of the truck market, loss of market share, or adverse litigation resulting in a large payment by NAV. The next significant scheduled debt maturity is $200 million in October 2018. In recent years, NAV has received modest funding from NFC, but Fitch expects this funding to decline or reverse. The company's EBITDA margin as calculated by Fitch was 3.9% at April 30, 2016, on a last-12-months (LTM) basis, an improvement compared to 1.4% in 2015 and low levels during the past several years while NAV implemented its revised engine strategy. In 2Q16, NAV reported its first quarterly profit since 2012, but a full-year profit for fiscal 2016 could be difficult to achieve because of weak industry conditions. The outlook for heavy duty truck demand in NA has weakened since late 2015, and demand could be below long-term replacement levels in 2016 and possibly decline again in 2017. Benefits from restructuring together with solid results in the parts business are mitigating the negative impact of lower volumes and low market share. NAV's operating results are also being affected by high inventories of used trucks, competitive pricing, and charges for pre-existing warranties. Regular warranty costs remain below 3% of sales compared to a peak level above 7% several years ago, although NAV recognized $51 million of charges for pre-existing warranties in 1H16. The cash impact will be spread out over future periods, and the warranty charge appears to be contained. NAV's use of third-party engines and emissions equipment reduces research and development costs, as well as warranty costs, but also limits margins. Fitch expects manufacturing FCF in fiscal 2016 will remain negative rather than become slightly positive as originally anticipated. Funds from operations have improved steadily but are being offset by working capital requirements partly associated with high used-truck inventory, contributing to the recent deterioration in FCF. While a return to positive FCF is possible in 2017, weak demand for heavy duty trucks and NAV's low market share could pressure near-term results including FCF and constrain the company's financial flexibility. NAV has tax losses that can be used to reduce future cash tax payments. FCF as calculated by Fitch excludes dividends from Financial Services and changes in intercompany used-truck financing. Other factors that negatively affect NAV's FCF include cash costs for warranties and pension contributions. NAV's net pension obligation was just under $1.6 billion (61% funded) at fiscal year-end (FYE) Oct. 31, 2015. The company expects to contribute nearly $100 million in 2016, including $40 million during the first six months, and expects required annual contributions from 2017 to 2019 will be $100 million-$200 million. NAV's market share of Class 8 trucks in the U.S and Canada was 11% in 1H16, down from 12% in 2015 and 20% or higher prior to 2012, and its share is behind the three other dominant commercial truck makers. Orders in NAV's traditional markets (Class 6-8 trucks and school buses) were down 21% in 1H16, with the decline most pronounced in Class 8 trucks. NAV's global truck business is also down significantly due to economic weakness in Brazil, although the business represented only 5% of NAV's consolidated revenue in 2015 as estimated by Fitch. The medium-duty market is more stable and NAV's share, while well below historical levels, is holding up better. NAV continues to invest in product development, which could provide opportunities to regain market share over the long term. At April 30, 2016, debt/EBITDA was over 9x, reflecting low but improved earnings. Fitch does not include intercompany loans from Financial Services in manufacturing debt, and leverage would be higher when including these liabilities. NAV's use of intercompany funds from Financial Services includes loans and dividends. The net amount of loans and dividends provided to NAV in 1H16 was $97 million, some of which Fitch expects will be reversed in the second half. NAV made a small amount of repayments in 2015, net of dividends from NFC. Loans include used-truck inventory financing utilized by NAV to facilitate new truck sales. Litigation risks include a lawsuit by the U.S. Department of Justice which is seeking penalties of up to $291 million on behalf of the U.S. Environmental Protection Agency related to NAV's use of engines during 2010 that did not meet emissions standards. In the event of an adverse outcome, a large payment would exacerbate concerns about liquidity, although Fitch expects the timing of any payments could be delayed in a lengthy litigation process. Other litigation includes class action lawsuits concerning NAV's discontinued advanced EGR engines, and shareholder lawsuits. In March 2016, NAV reached a settlement with the SEC regarding its investigation into NAV's accounting and disclosure practices, resulting in a cease-and-desist order and, among other things, NAV's payment of a $7.5 million penalty. The Recovery Rating (RR) of '1' for Navistar, Inc.'s senior secured term loan facility supports a rating of 'B', three levels above NAV's IDR, as Fitch expects the loan would recover more than 90% in a distressed scenario based on a strong collateral position. The 'RR4' for senior unsecured debt reflects average recovery prospects in a distressed scenario. The 'RR6' for senior subordinated convertible notes reflects a low priority position relative to NAV's other debt. NAVISTAR FINANCIAL CORPORATION Fitch believes NFC is core to NAV's overall franchise. Thus the IDR of the finance subsidiary is directly linked to that of its ultimate parent due to the close operating relationship and importance to NAV, as substantially all of NFC's business is connected to the financing of dealer inventory and trucks sold by NAV's dealers. The relationship is formally governed by the Master Intercompany Agreement, as well as a provision referenced under NFC's credit agreement requiring NAV or Navistar, Inc. to own 100% of NFC's equity at all times. NFC's operating performance and overall credit metrics are viewed by Fitch to be neutral to NAV's ratings. The company's performance has not changed materially compared to Fitch's expectations, but its financial profile remains tied to NAV's operating and financial performance. Total financing revenue decreased slightly for the first six months of 2016 (6M16) ended April 30, 2016, resulting from a decline in the average size of the wholesale and retail portfolio partially offset by higher accounts revenue. The average finance receivables balance decreased to $1.4 billion for 6M16, compared to $1.6 billion in the year-earlier period. Asset quality of the underlying receivables portfolio remains stable, reflecting the mature retail portfolio, which continues to run off. Charge-offs and provisioning has also been stable as NFC continues to focus on its wholesale portfolio, which historically has experienced lower loss rates versus the retail portfolio. NFC's leverage remains relatively low compared to its captive peers but has risen slightly in recent quarters due primarily to the upstreaming of $125 million in dividends to the parent (partially financed by an $80 million loan repayment to NFC) in 2015 and an additional $30 million in dividends in 2Q16. Balance sheet leverage, as measured by total debt to equity, was 3.2x as of April 30, 2016. Fitch believes NFC's leverage is appropriate and consistent with other captive finance companies. NAV continues to utilize the strength of NFC's balance sheet to enhance liquidity at the parent company, including re-establishing dividends and intercompany borrowing between NAV and NFC. The 'B-' rating assigned to the existing senior secured bank credit facility reflects Fitch's view that the addition of a 1.35x collateral coverage covenant in the amended bank credit facility agreement on May 27, 2016 is a credit positive for lenders. The addition of this covenant helps support recovery ratings of 'RR3' and mitigates Fitch's earlier concerns that NFC could securitize all its remaining unencumbered assets, thereby leaving other senior secured lenders in a subordinate collateral position to the company's securitizations. KEY ASSUMPTIONS Fitch's key assumptions within the current rating case for NAV's manufacturing business, before considering the alliance with VW T&B, include: -- Manufacturing revenue in 2016 declines 15%-20% due to the industry downturn for heavy-duty trucks; termination of NAV's Blue Diamond Truck JV with Ford in 2015, a decline in exports, and pricing pressure; -- Industry demand for heavy-duty trucks declines in 2016 and possibly in 2017; -- NAV experiences no further significant declines in market share; -- FCF remains negative in 2016 and becomes slightly positive in 2017; -- EBITDA margins continue to improve slightly; -- Warranty expense, excluding adjustments to pre-existing warranties, remains below 3%. RATING SENSITIVITIES Navistar International Corporation Fitch believes that the most likely resolution of the positive rating watch is an upgrade to the IDR by one notch and that this could occur if Fitch expects: -- Minimal risk that the strategic alliance will not receive regulatory approval; -- NAV will be able to realize the planned $200 million of annual synergies by the end of five years and $500 million cumulative by year five; -- Opportunities to leverage technology with VW T&B will result in the ability to source engines internally or from within the alliance and that this would boost margins; -- FCF becomes consistently positive. Fitch could affirm the ratings if it expects benefits from the alliance will be substantially less than estimated. Navistar Financial Corporation NFC's ratings are expected to move in tandem with its parent. Therefore, positive rating momentum will be limited by Fitch's view of NIC's credit profile. However, negative rating action could be driven by a change in the perceived relationship between NFC and its parent. Additionally, a change in profitability leading to operating losses, a material change in leverage and/or deterioration in the company's liquidity profile could also yield negative rating actions. The rating on the senior secured bank credit facility is sensitive to changes in NFC's IDR, as well as the level of unencumbered balance sheet assets in a stress scenario, relative to outstanding debt. Fitch cannot envision a scenario where NFC would be rated higher than the parent. LIQUIDITY Navistar International Corporation Liquidity at NAV's manufacturing business as of April 30, 2016 included cash and marketable securities totaling $730 million (net of the Blue Diamond Parts joint venture cash and restricted cash). NAV had limited availability under a $175 million ABL facility. Liquidity was offset by current maturities of manufacturing long-term debt of $83 million. In addition to the ABL, NAV uses an Intercompany Used Truck Loan from NFC under which $151 million was outstanding at April 30, 2016. NAV also had an outstanding intercompany loan of $190 million from NFC. Navistar Financial Corporation Fitch deems NFC's current liquidity to be adequate given available resources and the company's continued success in securitizing originated assets but notes that liquidity may become constrained if the parent materially increases its reliance on NFC to fund operations or if NFC is unable to refinance a sufficient amount of debt on economical terms. As of April 30, 2016, NFC had $25.1 million of unrestricted cash and approximately $462.8 million of availability under its various borrowing facilities (subject to collateral requirements). Fitch views favorably NFC's ability to refinance a portion of its borrowing facilities and access the capital markets at reasonable terms, which should mitigate some potential near-term liquidity concerns. As of April 30, 2016, debt at NAV's manufacturing business totaled $3.2 billion, including unamortized discount, and $2.1 billion at the Financial Services segment, the majority of which is at NFC. FULL LIST OF RATING ACTIONS Fitch places these ratings on Rating Watch Positive: Navistar International Corporation -- Long-Term IDR 'CCC'; -- Senior unsecured notes 'CCC/RR4'; -- Senior subordinated notes 'CC/RR6'. Navistar, Inc. -- Long-Term IDR 'CCC'; -- Senior secured term loan 'B/RR1'. Cook County, Illinois -- Recovery zone revenue facility bonds (Navistar International Corporation Project) series 2010 'CCC'. Illinois Finance Authority (IFA) -- Recovery zone revenue facility bonds (Navistar International Corporation Project) series 2010 'CCC'. Navistar Financial Corporation -- Long-Term IDR 'CCC'; -- Senior secured bank credit facility 'B-/RR3'. NAVISTAR INTERNATIONAL: Reports $34M Net Loss for 3rd Quarter ------------------------------------------------------------- Navistar International Corporation filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to the Company of $34 million on $2.08 billion of net sales and revenues for the three months ended July 31, 2016, compared to a net loss attributable to the Company of $28 million on $2.53 billion of net sales and revenues for the same period during the prior year. For the nine months ended July 31, 2016, the Company reported a net loss attributable to the Company of $63.0 million on $6.04 billion of net sales and revenues compared to a net loss attributable to the Company of $134 million on $7.65 billion of net sales and revenues for the nine months ended July 31, 2015. Third quarter 2016 EBITDA was $96 million versus EBITDA of $106 million in the same period one year ago. The third quarter 2016 included $36 million in adjustments, including $19 million of pre-existing warranty charges and $17 million in asset impairments and restructuring costs, compared to adjustments of $23 million in the third quarter of 2015. Excluding these items, adjusted EBITDA was $132 million in the third quarter 2016 compared to $129 million in the same period one year ago. Revenues in the quarter were down 18% from the same period one year ago, primarily reflecting lower year-over-year chargeouts in the Company's core markets (Class 6-8 trucks and buses in the United States and Canada), which was impacted by softer industry conditions, primarily in the Class 8 market. The Company achieved $32 million in structural cost reductions during the third quarter, raising year-to-date structural savings to $145 million. Combined with product and purchasing cost savings, the Company's total year-to-date costs savings exceed $300 million. As of July 31, 2016, Navistar had $5.71 billion in total assets, $10.85 billion in total liabilities and a total stockholders' deficit of $5.13 billion. "This quarter's results show that we continue to make progress in the face of tougher market conditions, particularly in the heavy segment," said Troy A. Clarke, Navistar president and chief executive officer. "As we pursue our goal of market share growth, we do see some encouraging signs in the area of order share, where year-to-date share of new orders continues to be up for the past three quarters. We are confident that as the industry works through its near term challenges, particularly in Class 8, our improvements in order share will translate to improved retail share as well." Navistar ended third quarter 2016 with $687 million in consolidated cash, cash equivalents and marketable securities. Manufacturing cash, cash equivalents and marketable securities were $640 million at the end of the quarter. The Company had a number of commercial and product highlights during its third quarter. Regarding new products, Navistar announced the expansion of its medium-duty engine offerings to include the Cummins L9 engine for its IC Bus RE Series school bus and demonstrated a gasoline-powered CE School Bus, which it plans to add to its school bus portfolio. Navistar also made some impressive strides in bringing new technologies to market. The Company announced its GPS-based Predictive Cruise Control Technology; continued to make progress in Connected Services with OnCommand Connection, which now serves more than 230,000 connected trucks; and launched its Accelerator write-up tool, a first-of-its-kind mobile application that will streamline the write-up and diagnostic process to improve customer uptime. Finally, the Company has continued to build on its partnerships with some of the best companies in the industry. In Q3, Navistar expanded on its partnership with General Motors by entering into an agreement to manufacture GM's Cutaway G Van commercial chassis, which will go into production in early 2017. Earlier this week, Navistar announced that it has formed a wide-ranging strategic alliance with Volkswagen Truck & Bus, which includes an equity investment in Navistar by Volkswagen Truck & Bus and framework agreements for strategic technology and supply collaboration and a procurement joint venture. The planned alliance will enable Navistar to offer customers expanded access to leading-edge products and services through collaboration on technology and the licensing and supply of Volkswagen Truck & Bus's products and components, while better optimizing its product development spend. Navistar expects significant synergies from both the strategic technology collaboration and the procurement joint venture. The Company expects the alliance to be accretive beginning in the first year, and for cumulative synergies for Navistar to ramp up to at least $500 million over the first five years. By year five, it expects the alliance will generate annual synergies of at least $200 million for Navistar. This annual run rate is expected to grow materially thereafter as the companies continue to introduce technologies from the collaboration. "We are making significant investments in new products, services and technologies and partnerships that set us apart as the leader in Uptime and a company clearly focused on our customers' needs," Clarke said. "This company is well positioned - operationally and product and service wise - to capitalize as market conditions improve." The Company maintained the following guidance for fiscal year 2016: * Revenue of $8.2 billion - $8.6 billion. * Adjusted EBITDA of $550 million - $600 million. * Manufacturing cash to be approximately $800 million at year end. The Company's quarterly report on Form 10-Q is available from the SEC Web site at https://is.gd/VpZ1Xl About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The Company also provides truck and diesel engine parts and service. Another affiliate offers financing services. * * * In the July 22, 2015, edition of the TCR, Moody's Investors Service affirmed Navistar International Corporation's Corporate Family Rating at B3 and assigned a Ba3 rating to Navistar, Inc.'s new $1.04 billion senior secured term loan due 2020. Navistar carries a 'B-' issue-level rating from Standard & Poor's Ratings Services and 'CCC' Issuer Default Ratings from Fitch Ratings. NAVISTAR INTERNATIONAL: S&P Puts 'CCC+' CCR on CreditWatch Pos. --------------------------------------------------------------- S&P Global Ratings placed its ratings, including the 'CCC+' corporate credit ratings, on Navistar International Corp. and its subsidiary Navistar Financial Corp. on CreditWatch with positive implications. The CreditWatch action follows Navistar's announcement that it has formed a strategic alliance with Volkswagen Truck & Bus, which includes a proposed equity investment in Navistar by Volkswagen Truck & Bus, as well as technology and proposed framework agreements for strategic technology and supply collaboration, and a procurement joint venture. As part of the alliance, Volkswagen Truck & Bus plans to acquire 16.2 million newly issued shares in Navistar, and Navistar expects to receive $256 million from the equity investment, which the company intends to use for general corporate purposes. In S&P's view, pro forma for the proposed equity investment, Navistar would have over $1 billion manufacturing cash as of fiscal year-end October 2016, which should provide some additional liquidity cushion for Navistar, as overall truck demand declines in 2016 versus 2015. Additionally, S&P sees the potential for Navistar to achieve additional cost savings over time, as the two companies expect to form a procurement joint venture to pursue joint global sourcing opportunities. Navistar expects the alliance to be accretive beginning in the first year, and for cumulative synergies to be $500 million over five years, with annual synergies of $200 million for Navistar in the fifth year. These cost savings would be in addition to the initiatives already underway at Navistar to drive savings through material cost reductions, manufacturing efficiencies, and structural cost improvements, which, along with a shift in product mix, has driven improved operating performance over the past several quarters. Separately, the two companies intend to enter into definitive agreements to collaborate on technology for powertrain systems, as well as other advanced technologies, which, over the longer term, could improve S&P's view of Navistar's business. Initially, the scope of the technology collaboration would include powertrain systems, where the two companies would jointly develop powertrain-related solutions and Volkswagen Truck & Bus would supply and license the relevant technology to Navistar. Over time, this could help improve Navistar's market share, as the company continues to rebuild its truck franchise following regulatory issues and engine quality problems with its proprietary engine and emissions treatment technology several years ago. Upon close of the transaction, which the company expects to occur in late 2016 or 2017, S&P would likely raise its corporate credit rating by one notch to 'B-'. Although S&P would no longer view the company's capital structure as unsustainable in the long term, S&P expects the company's debt leverage will remain very elevated at a time when the company could continue to face declining end market demand in the overall U.S. heavy duty commercial vehicle market. NEENAH FOUNDRY: Moody's Lowers CFR to Caa1, Outlook Negative ------------------------------------------------------------ Moody's Investors Service downgraded the ratings of Neenah Foundry Company (Neenah) - Corporate Family and Probability of Default Ratings to Caa1, and Caa1-PD, from B2 and B2-PD. In a related action, Moody's downgraded the rating on the senior secured term loan to Caa2 from B3. The rating outlook remains negative. These ratings were downgraded: Corporate Family Rating, to Caa1 from B2; Probability of Default, to Caa1-PD from B2-PD; Senior secured term loan ($117 million remaining amount), to Caa2 (LGD4) from B3 (LGD4) RATINGS RATIONALE The downgrade of Neenah's Corporate Family Rating to Caa1 and negative rating outlook reflect the challenges related to the company's ability to refinance near-term debt maturity combined with weaker than expected operating performance during the cyclical downturn in the company's commercial vehicle and industrial end markets. Neenah's $100 million asset based revolving credit facility and $117 million term loan are due in March 2017 and April 2017, respectively. Further, Class 8 build rates are expected to decline in the range of 25% in 2016 compared to 2015. Similarly, sales of construction and agriculture equipment are also experiencing downward pressures. Moody's believes that Neenah is showing quarter by quarter operating improvement in 2016, but at levels substantially below our expectations. Given the above discussed market pressures, results for 2016 and 2017 are likely to pressure the covenant cushion under the term loan facility. Accordingly, Neenah's liquidity profile is anticipated to further weaken over the near-term as the covenant cushion under the maximum total net leverage covenant test diminishes with the company's weak operating performance. As of June 30, 2016, the $100 million asset based revolving credit facility, maturing in March 2017, had approximately $27.7 million of borrowings. Neenah had only nominal cash on hand. The April 2017 maturity of the $117 million term loan also weighs on the company's liquidity profile. Moody's believes that Neenah's free cash flow over the near-term will be positive, but modest, as the weak operating performance is expected to be offset by lower working capital levels. Neenah's cash flow cycle is seasonal with positive cash generation in the second half of the company's fiscal year. However, weak performance is expected to pressure the net leverage covenant test under the senior secured term loan. The asset based revolver financial covenant is a springing minimum fixed charge coverage test, which Moody's does not expected to spring over the near-term. The rating could be further lowered if the North American commercial vehicle and casting markets experience demand trends resulting in EBIT margins sustained below 5%, EBIT/Interest approaching 1x and debt/EBITDA above 6x. The initiation of shareholder friendly actions or the inability to refinance the secured facilities over the next quarter or two could also lower the company's rating. An improvement in Neenah's rating or outlook could result from the ability to sustain current market share and pricing trends such that EBIT/Interest is sustained above 2x and Debt/EBITDA below 4.5x while demonstrating a financial policy that is focused on debt reduction rather than shareholder returns. The successful refinancing of the company's near-term debt maturities could also lead to a stable rating outlook. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. Neenah Foundry Company, headquartered in Neenah, Wisconsin, manufactures gray and ductile iron castings and forged components for sale to industrial and municipal customers. Industrial castings are custom engineered and produced for customers in several industries, including the medium- and heavy-duty truck components, farm equipment, construction equipment, and material handling equipment. Municipal castings include manhole covers and frames, storm sewer frames and grates, tree grates, and specialty castings. Neenah is a wholly owned subsidiary of Neenah Enterprises, Inc., which is controlled by private investment funds affiliated with Golden Tree Asset Management and others. Revenues for fiscal last twelve month period ending June 30, 2016, were $431 million. NEUSTAR INC: S&P Raises Rating on Sr. Secured Facility 'BB+' ------------------------------------------------------------ S&P Global Ratings raised its issue-level rating on Sterling, Va.-based U.S. diversified telecommunications services provider Neustar Inc.'s senior secured credit facility to 'BB+' from 'BB' and revised the recovery rating to '1' from '2' following the amendment and extension of the facility. The '1' recovery rating indicates S&P's expectation for very high recovery (90%-100%) of principal in the event of a payment default. The amended credit facility consists of a $200 million revolver ($175 million drawn at closing) extended to 2019 from 2018 and an add-on of $300 million to the existing $199 million outstanding term loan A for a new amount of $499 million. The maturity on the term loan A is extended to 2019 from 2018. The revised recovery rating on the amended credit facility reflects higher amortization on the new term loan A of 22% per annum through 2017, and 10% thereafter. As a result, S&P expects a lower amount of secured debt outstanding at the time of default under S&P's recovery analysis. S&P is also raising its issue-level rating on the company's existing $300 million 4.50% senior unsecured notes due 2023 to 'B+' from 'B' and revising the recovery rating on this debt to '5' from '6'. The '5' recovery rating indicates S&P's expectation for modest recovery (10%-30%; lower half of the range) of principal in the event of a payment default. The revised recovery rating reflects a lower amount of secured debt ahead of the existing unsecured notes following the transaction. S&P's 'BB-' corporate credit rating and all issue-level ratings remain on CreditWatch with negative implications following the company's June 2016 announcement that it intends to separate into two independent publicly traded companies in a tax-free spin-off. S&P anticipates resolving the CreditWatch following additional information being provided by the company such as, required approvals, Neustar's subsequent capital structure, and its ongoing financial policy. RATINGS LIST Neustar Inc. Corporate Credit Rating BB-/Watch Neg/-- Upgraded; Ratings Remain On CreditWatch; Recovery Ratings Revised To From Neustar Inc. Senior Secured BB+/Watch Neg BB/Watch Neg Recovery Rating 1 2L Senior Unsecured B+/Watch Neg B/Watch Neg Recovery Rating 5L 6 NEWLEAD HOLDINGS: KCG Americas Reports 10.35% Stake as of Aug. 31 ----------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, KCG Americas LLC disclosed that as of Aug. 31, 2016, it beneficially owns 6,472,682 shares of common stock of NewLead Holdings, Ltd., representing 10.35% based on the outstanding shares reported on the Company's 20-F filed with the SEC for the period ending Dec. 31, 2015. A full-text copy of the regulatory filing is available for free at https://is.gd/iLCWwu About NewLead Holdings Ltd. NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. NewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. NewLead Holdings reported a net loss attributable to the Company's common shareholders of US$97.1 million on US$27.8 million of revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to Holdings' common shareholders of US$100 million on US$12.07 million of revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, NewLead had US$122 million in total assets, US$297 million in total liabilities, and a total shareholders' deficit of US$175 million. EisnerAmper LLP, in New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred a net loss and utilized cash in operating activities for the year ended December 31, 2015 and as of December 31, 2015, has both a working capital deficiency and shareholders' deficit and, in addition, is in default on a significant portion of its outstanding obligations. All such events and conditions raise substantial doubt about the Company's ability to continue as a going concern. NOVELIS CORP: S&P Rates New $1.5BB Sr. Unsecured Notes 'B' ---------------------------------------------------------- S&P Global Ratings said it assigned its 'B' issue-level rating and '5' recovery rating to Novelis Corp.'s proposed US$1.5 billion senior unsecured notes. Novelis is a wholly owned U.S. subsidiary of parent Novelis Inc. All of S&P's ratings on the company and its subsidiaries are unchanged, including S&P's 'B+' long-term corporate rating on Novelis Inc. The outlook is stable. "Our rating and outlook on Novelis reflect its position as a leading globally diversified rolled aluminum producer, with highly leveraged financial measures that we expect to gradually improve over the next two years as the company expands its share of product shipments to automotive customers," said S&P Global Ratings credit analyst Jarrett Bilous. Novelis intends to use proceeds from the notes to redeem its US$1.4 billion senior unsecured notes due 2020. In S&P's view, the redemption will improve the company's debt maturity profile and S&P expects it to reduce annual fixed charges from the lower estimated coupon rate on the proposed notes. However, the impact is not sufficient to affect our ratings on Novelis. The proposed notes will rank pari passu with the recent US$1.15 billion notes issued by the company, with the same joint and several subsidiary guarantors and ratings. The '5' recovery rating corresponds with modest (10%-30%, at the low end of the range) recovery in S&P's default scenario, and primarily reflects the priority claim of the company's secured debt on the majority of Novelis' assets. Ratings List Novelis Inc. Corporate Credit Rating B+/Stable/-- Ratings Assigned Novelis Corp. US$1.5 billion senior unsecured notes B Recovery rating 5L OAK RIVER ASSET: Names Sierra's Lawrence Perkins as CRO ------------------------------------------------------- Oak River Asset Management LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Lawrence R. Perkins as chief restructuring officer, effective July 12, 2016. The Debtor requires Mr. Perkins to: (a) evaluate the cash flow generation capabilities of the Debtor for valuation maximization opportunities including cost saving opportunities; (b) provide oversight and assistance with the preparation of cash flow forecasts; (c) evaluate and make recommendations in connection with strategic alternatives as needed to maximize the value of the Debtor; (d) provide oversight and assistance with the preparation of financial related disclosures required by the bankruptcy court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports, if necessary; (e) provide oversight and assistance with the preparation of financial information for distribution to creditors and others, including, but not limited to, cash flow projections and budgets, cash receipts and disbursements analysis of various asset and liability accounts, and analysis of proposed transactions for which Court approval is sought; (f) provide oversight and assistance in connection with communications and negotiations with constituents including lenders, vendors, investors and other critical constituents to the successful execution of the Debtor's reorganization efforts; (g) assist in development of a plan of reorganization and in the preparation of information and analysis necessary for the confirmation of a plan in chapter 11 proceedings, if necessary; (h) provide oversight and support to the Debtor's professionals in connection with acquisition and divestiture efforts; and (i) perform such other services as requested or directed by the Board and CEO in connection with the proposed restructuring. Mr. Perkins will be paid by the Debtor for the services of the CRO at an hourly rate of $545. Mr. Perkins will be reimbursed by the Debtor for the reasonable out-of-pocket expenses of the CRO and any additional resources, such as travel, lodging, duplications, computer research, messenger, and telephone charges. Lawrence R. Perkins, co-founder and CEO of Sierra Constellation Partners, 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. Mr. Perkins can be reached at: Lawrence R. Perkins SIERRA CONSTELLATION PARTNERS, LLC 400 S. Hope St., Suite 1050 Los Angeles, CA 90071 Tel: (213) 289-9060 Fax: (213) 232-3285 About Oak River Oak River Asset Management LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C. D. Calif. Case No. 16-19233) on July 12, 2016. The petition was signed by Lawrence Perkins, authorized agent. The case is assigned to Judge Deborah J. Saltzman. At the time of the filing, the Debtor estimated its assets at $10 million to $50 million and debts at $500,000 to $1 million. OMINTO INC: Appoints New Chief Operating Officer ------------------------------------------------ Ominto, Inc., entered into an employment agreement effective Sept. 1, 2016, with Betina Dupont Sorensen, pursuant to which Ms. Sorensen was appointed chief operating officer of the Company to serve until her successor is duly elected, qualified and seated or until her earlier resignation or removal. The agreement is for a term of five years and is automatically renewed for successive one year terms if not terminated by the parties. Ms. Sorensen, age 45, has been the chief marketing officer of the Company's DubLi Network subsidiary, where she was responsible for all distribution, marketing and communications functions for DubLi Network's Business Associates since 2005. Ms. Sorensen is also the manager of the Company's office in Dubai, UAE. Early in her career, Ms. Sorensen was employed in a Danish marketing firm and spent two years with Modulex, a division of LEGO where she worked in the accounting and logistics department. As a seasoned business executive, she has owned her own restaurant and has also managed accounting and HR for several nightclubs in Denmark. Ms. Sorensen began her career in network marketing in the late 1990s, and spent three years building large organizations and customer bases for two US multi-level marketing companies. Ms. Sorensen has a Degree in Business Administration from Vejle Business College. She is fluent in Danish, English and German and is conversational in Spanish. Pursuant to the terms of the Employment Agreement, Ms. Sorensen's salary is $240,000 per year and Ms. Sorensen received a grant of 300,000 shares of restricted common stock which shall vest in 60 equal monthly installments. The Company may pay Ms. Sorensen additional salary from time to time, and award bonuses in cash, stock or stock options or other property and services. In the event she is terminated without cause or leaves the Company for good reason, Ms. Sorensen is entitled to three months' of severance pay if that termination occurs prior to her one year employment anniversary with the Company, and six month severance pay thereafter, payable in accordance with the Company's normal payroll. The accrued compensation due and payable upon such termination will bear interest at the lesser of six percent per annum or the maximum rate permitted by law until such amounts are paid in full. If the Employment Agreement is terminated for any reason by either Ms. Sorensen or the Company, all vested stock options then held by Ms. Sorensen will remain exercisable for a period of 90 days from the date of that termination, but in no event later than the expiration date of the option. Ms. Sorensen shares a household with Mr. Michael Hansen, the Company's chief executive officer and they have an adult child together. About Ominto Ominto, Inc., was incorporated under the laws of the State of Nevada on June 4, 1999, as Clamshell Enterprises, Inc., which name was changed to MediaNet Group Technologies, Inc. in May 2003, then to DubLi, Inc. on Sept. 25, 2012, and finally to Ominto, Inc. as of July 1, 2015. The DubLi Network was merged into the Company, as its primary business in October 2009. Ominto reported a net loss of $11.7 million for the year ended Sept. 30, 2015, compared to a net loss of $1.34 million for the year ended Sept. 30, 2014. Mayer Hoffman McCann P.C., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2015, noting that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. ONCOBIOLOGICS INC: Maturing Notes Raises Going Concern Doubt ------------------------------------------------------------ Oncobiologics, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $22.33 million on $494,894 of collaboration revenues for the three months ended June 30, 2016, compared with a net loss of $11.72 million on $1.29 million of collaboration revenues for the same period in 2015. The Company's balance sheet at June 30, 2016, showed $32.99 million in total assets, $31.43 million in total liabilities, and a stockholders' equity of $1.56 million. The Company has incurred substantial losses and negative cash flows from operations since its inception and has an accumulated deficit of $136.8 million and???$94.1 million as of June 30, 2016, and September 30, 2015, respectively. In addition, the Company has $4.6 million and $14.2 million of indebtedness that is due on demand, as of June 30, 2016, and September 30, 2015, respectively. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company has substantial indebtedness that includes $4.6 million in notes payable to stockholders that are payable on demand. There can be no assurance that note holders will not exercise their right to demand repayment. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of its products currently in development. Although the Company closed the IPO of its securities and the concurrent private placement on May 18, 2016, raising aggregate net proceeds of approximately $33.8 million, excluding any proceeds it may receive from the exercise of the Series A warrants and Series B warrants, which proceeds are expected to fund the Company's operations through December 2016, substantial additional financing will be needed by the Company to fund its operations and to commercially develop its product candidates. Management is currently evaluating different strategies to obtain the required funding for future operations. These strategies may include, but are not limited to: private placements of equity and/or debt, payments from potential strategic research and development, licensing and/or marketing arrangements with pharmaceutical companies, and public offerings of equity and/or debt securities. There can be no assurance that these future funding efforts will be successful. A copy of the Form 10-Q is available at: https://is.gd/tw68UG Oncobiologics, Inc., is a clinical-stage biopharmaceutical company focused on identifying, developing, manufacturing and commercializing complex biosimilar therapeutics. The Cranbury, New Jersey-based Company's current focus is on technically challenging and commercially attractive monoclonal antibodies, or mAbs, in the disease areas of immunology and oncology. PAYSON PETROLEUM: Ch.11 Trustee Hires Snow Spence as Counsel ------------------------------------------------------------ Jason Searcy, the Chapter 11 Trustee for Payson Petroleum, Inc., Maricopa Resources, LLC and Paysos Operating, LLC, asks the U.S. Bankruptcy Court for the Eastern District of Texas for permission to employ Snow Spence Green LLP as his special counsel. The Chapter 11 Trustee requires Snow Spence to: a. investigate and prosecute any and all of Debtors' claims and causes of action under either chapter 5 of the United States Bankruptcy Code or any applicable state fraudulent transfer ("Avoidance Actions"); b. investigate and prosecute any and all of the Debtors' claims and causes of action other than Avoidance Actions; and c. object to the allowance of claims asserted against Debtors as to which claims and causes of action are asserted by the Trustee, plus any other claims designated by the Trustee as accepted by SSG. The fees to be paid to SSG would be a percentage of the "Recovery" realized with respect to each Specific Subject Matter. The Trustee agrees to pay SSG a contingent fee based upon (i) the outcome achieved with respect to each Specific Subject Matter, and (ii) the occurrence of specified benchmark events with respect to each Specific Subject Matter. The agreed benchmarks are: Fees as a Percent of Benchmark Event Recovery --------------- ---------- Of the amount of any Recovery obtained 33% with respect to a Specific Subject Matter prior to the earlier of (i) submission of a proposed joint pre-trial order, or (ii) submission of a position statement to an agreed upon or court appointed mediator for the Specific Subject Matter. Of the amount of any Recovery obtained 35% with respect to a Specific Subject Matter after submission of a position statement to an agreed upon or court appointed mediator for a Specific Subject Matter. Of the amount of any Recovery obtained 40% with respect to a Specific Subject Matter after the earlier of (i) conclusion of an unsuccessful mediation, or (ii) submission of a proposed joint pre-trial order. The term "Recovery" is defined in the Engagement Letter to mean (i) the amount of cash, plus (ii) the fair market value of any other property recovered by the Trustee as of the date of recovery, plus (iii) the value of any claim that is released or disallowed, plus (iv) the value of any potential unsecured claim based upon 502(h) of the Bankruptcy Code that is released or disallowed. The dollar amount of each Recovery with respect to a Specific Subject Matter will be calculated before deduction of any applicable expenses of the lawsuit. SSG will also be reimbursed for reasonable out-of-pocket expenses incurred. Phil F. Snow, partner of the law firm of Snow Spence Green LLP, assured the Court that the firm does not represent any interest adverse to the Debtors and their estates. SSG can be reached at: Phil F. Snow, Esq. Snow Spence Green LLP 2929 Allen Parkway, Suite 2800 Houston, Harris County, TX 77019 Tel: 713-335-4802 Fax: 713-335-4848 About Maricopa Resources, ??????????????????????????????? Payson Operating and Payson Petroleum ?????? Maricopa Resources, LLC, Payson Operating, LLC, and Payson ???Petroleum, LLC, each filed a Chapter 7 petition (Bankr. E.D. Tex. Case Nos. 16-41043 to 16-41043) on June 10, 2016.????The Debtors were represented by Mark A. Weisbart, Esq., at The Law Office of Mark A. Weisbart in Dallas. ??????On July 11, 2016, the Court held a hearing on the Debtors' motions to appoint a Chapter 11 Trustee.????After appropriate notice and opportunity for hearing, the Court found that cause exists to appoint a Chapter 11 Trustee for the Debtors upon conversion of the cases from Chapter 7 to Chapter 11. ??????Michelle Chow was named Chapter 7 trustee but was terminated??? effective July 12, 2016, following conversion of the cases to??? Chapter 11.????The Chapter 7 trustee was represented by Mark I. Agee, Esq.?????? The cases are assigned to Judge Brenda T. Rhoades. PDC ENERGY: Moody's Assigns B2 Rating on $175MM Convertible Notes ----------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to PDC Energy's proposed $175 million senior convertible notes due 2021. Note proceeds, along with proceeds from the concurrent equity issuance of approximately $500 million and previously announced $590 million private placement of PDC's equity to the owners of two acquired companies in the Permian Basin, will be used to partially fund the acquisition of those companies for $1.5 billion. PDC's other ratings and stable outlook remain unchanged. "While the convertible notes issue will increase PDC's balance sheet debt, increased geographic diversification and drilling inventory, and prudent financing of the Permian acquisitions will allow PDC to maintain conservative financial policies," commented Arvinder Saluja, Moody's Vice President, Senior Analyst. Assignments: Issuer: PDC Energy US$175 Million Convertible Senior Unsecured Notes, Assigned B2 (LGD4) RATINGS RATIONALE The new $175 million senior convertible notes due 2021 and the $500 million 7.75% senior unsecured notes due 2022 are rated B2, one notch below PDC's B1 Corporate Family Rating (CFR), reflecting the effective subordination to the borrowing base revolving credit facility (unrated) due 2020. The revolver is secured by a pledge of substantially all assets of the company and ranks ahead of the senior notes. PDC's B1 CFR reflects Moody's expectation that PDC will be able to maintain a conservative financial policy, with a stated debt/EBITDA target of 2.5x, while prudently improving its production and reserve base scale amid the continued weak commodity price environment. PDC's credit metrics are expected to remain supportive of the B1 rating despite additional debt issued to fund the Permian acquisition. The company will be able to maintain strong liquidity to efficiently allocate capital over a more diversified asset base. PDC expects a three rig program in its core Wattenberg acreage despite having few drilling requirements and low sustaining capital expenditure. PDC expects to add a rig in the acquired acreage this September, and operate two rigs in the Permian by year-end 2016 after the acquisition closes. PDC has a good hedging profile for 2016-2017, and will benefit from improved drilling economics in the Permian Basin, in addition to the existing good drilling economics the company enjoys in the Wattenberg. The CFR also reflects PDC's moderate finding and development (F&D) costs, good returns, a growing drilling inventory, considerable flexibility with the size of its capital expenditure program, and the growth in its liquids production, with total production consisting of 42% crude oil, 20% natural gas liquids, and 38% natural gas. The acquisition in the Permian is estimated to be in line with the company's current production mix (approximately 65% liquids, with 42% crude oil). The rating outlook is stable, reflecting our expectation that PDC will continue to maintain a favorable finding and development cost profile. If PDC is able to steadily increase production and further prove up reserves in the Permian while sustaining good execution and cash flow based credit metrics, and leveraged full-cycle ratio (a measure of capital efficiency) comfortably above 1.5x, positive momentum could develop for its ratings and/or outlook in 2017. The ratings could be downgraded if RCF/debt decreases to below 20%, or should capital productivity decline to the extent that PDC's leverage full-cycle ratio falls below 1.0x. The principal methodology used in these ratings was Global Independent Exploration and Production Industry published in December 2011. PDC Energy is an independent exploration and production company headquartered in Denver, Colorado. PEAK WEB: Dispute with Machine Zone Remanded to State Court ----------------------------------------------------------- Judge Peter C. McKittrick of the United States Bankruptcy Court for the District of Oregon granted Debtor Peak Web LLC's Motion to Remand to the Santa Clara County California state court the consolidated cases captioned MACHINE ZONE, INC., Plaintiff, v. PEAK WEB LLC, Defendant, and PEAK WEB LLC, Plaintiff, v. MACHINE ZONE, INC. and EPIC WAR LLC, Defendants, Adversary No. 16-3083 (Bankr. D. Ore.). The Debtor argued that all of the claims are state law claims that can be ably and efficiently adjudicated in state court. The Debtor also represented that completion of the litigation is not a prerequisite to its ability to propose and seek confirmation of a plan of reorganization, so the reorganization can proceed on a parallel track with the litigation. The Debtor, who sought the protection of the bankruptcy court, wants to proceed in state court to litigate the claims, a choice supported by the unsecured creditors' committee. The Debtor added that the Bankruptcy Court could not conduct a jury trial or enter final judgment in this case without party consent and approval of the district court, so the case would need to be sent to district court for trial, and the state court in Santa Clara County is poised to try this case promptly. The Debtor and Machine Zone were parties to an agreement under which debtor provided network hosting services for a mobile gaming application developed by Machine Zone. In November 2015, Machine Zone filed a complaint against debtor in the Superior Court of California, Santa Clara County. The complaint alleges causes of action for, among other things, breach of contract. Shortly thereafter, the Debtor filed a complaint against Machine Zone and its subsidiary Epic War in the same state court, alleging claims for (1) misappropriation of trade secrets; (2) breach of contract; (3) breach of the covenant of good faith and fair dealing; (4) negligent misrepresentation; (5) fraudulent inducement; (6) unfair competition; (7) promissory estoppel; (8) conversion; and (9) declaratory relief regarding the parties' rights, obligations, and duties under their agreements. Both parties demanded a jury trial. The state court consolidated the two actions for all purposes and assigned the case to the complex civil litigation department. This resulted in the assignment of a single judge for all purposes of the case, including discovery and trial, and meant that the trial date would not be postponed due to the priority of criminal trials. An early mediation attempt failed. The state court allowed discovery to proceed, and set a trial date for early March 2017, over Machine Zone's objection. Having taken all of the factors in In re Cedar Funding, Inc., 419 B.R. 807, 820 (9th Cir. BAP 2009), into account, as well as considering judicial efficiency, Judge McKittrick concluded that the consolidated case should be remanded to state court. Judge McKittrick held that "this is not a close call. Many factors support my conclusion, but most important are that (1) all of the claims are state law claims that can be ably and efficiently adjudicated in state court; (2) debtor represents that completion of this litigation is not a prerequisite to its ability to propose and seek confirmation of a plan of reorganization, so the reorganization can proceed on a parallel track with the litigation; (3) debtor, who sought the protection of the bankruptcy court, wants to proceed in state court to litigate the claims, a choice supported by the unsecured creditors' committee; (4) this court could not conduct a jury trial or enter final judgment in this case without party consent and approval of the district court, so the case would need to be sent to district court for trial; and (5) the state court in Santa Clara County is poised to try this case promptly. The factors weighing against remand or that are neutral are few and are not, in my view, significant enough to outweigh the factors that weigh heavily in favor of remand." A full-text copy of the Memorandum Opinion dated August 24, 2016 is available at https://is.gd/sNhfcc from Leagle.com. Machine Zone, Inc., Plaintiff, is represented by JONATHAN HUGHES, Esq. -- jonathan.hughes@aporter.com -- Arnold & Porter LLP, BRIAN A. JENNINGS, Esq. -- BJennings@perkinscoie.com -- Perkins Coie, DOUGLAS R. PAHL, Esq. -- DPahl@perkinscoie.com -- Perkins Coie. Peak Web LLC, Defendant, is represented by VINEET BHATIA, Esq. -- vbhatia@SusmanGodfrey.com -- Susman Godfrey, LLP, TIMOTHY J. CONWAY, Esq. -- tim.conway@tonkon.com -- Tonkon Torp, OLEG ELKHUNOVICH, Esq. -- oelkhunovich@SusmanGodfrey.com -- Susman Godfrey L.L.P., STEPHEN E. MORRISSEY, Esq. -- smorrisey@SusmanGodfrey.com -- Susman Godfrey, LLP, AVA L. SCHOEN, Esq. -- ava.schoen@tonkon.com -- Tonkon Torp, J. MARK THACKER, Esq. -- mark.thacker@rmkb.com -- Ropers, Majeski, Kohn & Bentley. About Peak Web Headquartered in Oregon, Peak Web, LLC, doing business as Peak Hosting, is a managed-service company that provides the servers, storage, network, datacenter, and staff for some of the largest online businesses. Peak's operations and engineering teams currently support 26 customers in industries spanning online and mobile gaming, finance, real estate, consulting, and big data companies. Peak has 50% of its data center pre-built and ready for new customers. This equates to about 100 racks of space, which can accommodate approximately 2,000 additional servers for the expansion of new and existing customers. Peak Web sought Chapter 11 creditor protection (Bankr. D. Ore. Case No. 16-32311) on June 13, 2016. The petition was signed by Jeffrey E. Papen as CEO. The case is assigned to Judge Peter C McKittrick. The Debtor estimated assets in the range of $100 million to $500 million and liabilities of up to $100 million. The Debtor has engaged Tonkon Torp LLP as counsel, Cascade Capital Group, LLC as consultant and Susman Godfrey LLP and Ropers Majeski Kohn Bentley PC as its litigation counsel. The Official Committee of Unsecured Creditors of Peak Web LLC retained Ball Janik LLP as counsel. PERFORMANCE SPORTS: BlackRock Reports 3.6% Stake as of Aug. 31 -------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, BlackRock, Inc. disclosed that as of Aug. 31, 2016, it beneficially owns 1,628,811 shares of common stock of Performance Sports Group Ltd. representing 3.6 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/hzaoWR About Performance Sports Group Ltd. Performance Sports Group Ltd. (NYSE: PSG) (TSX: PSG) is a leading developer and manufacturer of ice hockey, roller hockey, lacrosse, baseball and softball sports equipment, as well as related apparel and soccer apparel. The Company is the global leader in hockey with the strongest and most recognized brand, and is a leader in North America in baseball and softball. Its products are marketed under the BAUER, MISSION, MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names and are distributed by sales representatives and independent distributors throughout the world. In addition, the Company distributes its hockey products through its Burlington, Massachusetts and Bloomington, Minnesota Own The Moment Hockey Experience retail stores. Performance Sports Group is a member of the Russell 2000 and 3000 Indexes. For more information on the Company, please visit http://www.PerformanceSportsGroup.com As of Feb. 29, 2016, Performance Sports had $698 million in total assets, $587 million in total liabilities and $110.59 million in total stockholders' equity. * * * As reported by the TCR on Aug. 18, 2016, Moody's Investors Service downgraded Performance Sports Group Ltd's Corporate Family Rating to Caa2 from B3 due to its weak operating performance combined with its announcement that it will not file its audited financial statements on time. The rating outlook remains negative. The TCR reported on Aug. 18, 2016, that S&P Global Ratings lowered its corporate rating on Exeter, N.H.-based Performance Sports Group Ltd. to 'CCC' from 'CCC+'. "The downgrade reflects our view that PSG will likely experience a near-term liquidity shortfall or debt restructuring within the next 12 months," said S&P Global Ratings credit analyst Bea Chem. PLANET MERCHANT: Hires McGill, Gotsdiner as Attorney ---------------------------------------------------- Planet Merchant Processing, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Nebraska to employ McGill, Gotsdiner, Workman & Lepp, PC, LLO as attorney. The Debtor requires McGill Gotsdiner to: a. give the Debtor legal advice with respect to its powers and duties as debtor-in- possession and in the continued operation of its business and in the management and reorganization of its affairs; b. prepare on behalf of the applicant necessary applications, answers, orders, reports and other papers. c. perform all other legal services for the applicant which may be necessary herein. d. sell the Debtor's assets or stock, if needed, and preparing all legal documents regarding the same; e. prepare and filing a plan of reorganization and accompanying disclosure statement for and on behalf of the Debtor; and f. perform all other legal services for the Debtor as may be reasonably requested by the Debtor and are reasonably necessary herein. The Debtor will compensate Firm's attorneys anticipated to principally represent the Debtor at $205 to $325 per hour. Sam King, Esq., shareholder of McGill, Gotsdiner, Workman & Lepp, PC, LLO, assured the Court that the firm does not represent any interest adverse to the Debtor and its estates. MGWL may be reached at: Sam King, Esq. McGill, Gotsdiner, Workman & Lepp, P.C., L.L.O. First National Plaza, Suite 500 11404 West Dodge Road Omaha, NE 68154-2584 Phone: 402-492-9200 E-mail: samking@mgwl.com About Planet Merchant Processing, Inc. ???Planet Merchant Processing, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Nebr. Case No. 16-81243) on August 17, 2016. The Hon. Thomas L. Saladino presides over the case.?? McGill, Gotsdiner, Workman & Lepp, P.C., L.L.O. represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to??$50 million in both assets and liabilities. The petition was signed by Dennis O'Brien, president. POLYCOM INC: Moody's Assigns B2 CFR & Rates $800 1st Lien Debt B1 ----------------------------------------------------------------- Moody's Investors Service assigned to Polycom, Inc. a first-time B2 Corporate Family Rating (CFR), a B1 rating to the company's $800 million of first lien credit facilities and a Caa1 rating to the $175 million of second lien credit facilities. The ratings have a stable outlook. Funds affiliated with Siris Capital will use Polycom's cash on hand, proceeds from the new credit facilities and $660 million of common equity to finance the acquisition of Polycom for approximately $2 billion, including Polycom's existing debt. RATINGS RATIONALE Polycom's B2 rating reflects the company's challenging business environment characterized by intense competition and technology shifts in the enterprise video and voice collaboration markets. In addition, Polycom's product-centric sales can be volatile as demand is driven by Polycom's and its competitors' product upgrade cycles and changes in the macroeconomic environment in its various markets. The rating additionally considers the heightened execution risks in the company's plans to reverse revenue declines while implementing significant cost savings. Pro forma for the acquisition, Moody's estimates that Polycom's total debt to EBITDA (Moody's adjusted) will be about 4.5x, before considering the $75 million of planned cost savings which Polycom expects to achieve by year-end 2018. Polycom's ratings are supported by its good operating margins even before the cost savings are included and its leading #1 or #2 market positions in the niche audio and video conferencing endpoint markets. The rating incorporates Moody's expectation that Polycom's revenue declines should moderate significantly in 2017 and revenues will grow modestly in 2018, driven by the recent introductions of new products in the company's audio and video endpoint markets, and by leveraging its conferencing endpoint products in partnership with Unified Communications as a Service vendors, such as BroadSoft and Microsoft. Moody's expects Polycom's average selling prices to continue to erode across the majority of its product lines but strong volume growth should mitigate the erosion in average prices. Moody's expects Polycom's total debt to EBITDA (Moody's adjusted) to decline to 4x by 2017 driven by improving revenue trends and realization of cost savings. Polycom's good liquidity supports its credit profile. The stable ratings outlook is based on Moody's expectation that Polycom's revenues should rebound over the next 12 to 18 months and it should generate free cash flow of 5% of total debt (Moody's adjusted) in 2017. Moody's could downgrade Polycom's ratings if revenue declines persist, total debt to EBITDA remains above 4.5x or free cash flow falls to the low single percentages of total debt. A ratings upgrade is not expected in the intermediate term given Polycom's declining revenues and high financial risk tolerance under sponsors. Moody's could upgrade Polycom's ratings if it believes that Polycom can maintain total debt to EBITDA below 3.5x and free cash flow approaches 15% of total debt driven by strong earnings growth. Ratings Assigned: Issuer: Polycom, Inc. -- Corporate Family Rating - B2 -- Probability of Default Rating - B2-PD -- $50 million first lien revolving credit facility -- B1 (LGD 3) -- $750 million first lien Term Loan facility -- B1 (LGD 3) -- $175 million second lien Term Loan facility -- Caa1 (LGD 5) Outlook -- Stable Outlook Polycom provides products and services that enable voice, video and content collaboration to enterprise customers. The principal methodology used in these ratings was Diversified Technology Rating Methodology published in December 2015. POLYCOM INC: S&P Assigns 'B' CCR & Rates $800MM Facility B+ ----------------------------------------------------------- S&P Global Ratings assigned its 'B' corporate credit rating to San Jose, Calif.-based Polycom Inc. The outlook is stable. S&P also assigned its 'B+' issue-level rating and '2' recovery rating to the company's $800 million first-lien credit facility, consisting of a $50 million revolver due in 2021 and a $750 million first-lien term loan B due in 2023. The '2' recovery rating indicates S&P's expectation of substantial (lower half of the 70%-90% range) recovery for the first-lien debt holder in the event of default. In addition, S&P is assigning its 'B-' issue-level rating and '5' recovery rating to the company's $175 million second-lien term loan due in 2024. The '5' recovery rating indicates S&P's expectation of modest (upper half of the 10%-30% range) recovery for the second-lien debt holders in the event of default. The rating reflects Polycom's declining market share and niche products within the highly competitive and transitioning unified communications (UC) industry. These risks are partially mitigated by the company's strong brand, large footprint with enterprise customers, deepening partnership with Microsoft, and new and refreshed product offerings. S&P's assessment of Polycom's financial risk profile is based on its high debt burden, with leverage in the mid-5x area in the 12 months ended June 30, 2016. Although S&P expects cost reductions to mitigate EBITDA margin declines, S&P estimates that adjusted leverage will peak to the low-6x area by the end of 2016 as S&P expects revenues to decline in the high-single digit area. Polycom is a global provider of voice and video endpoint solutions within the UC industry. The company serves more than 400,000 companies and institutions in various end markets, including financial services, manufacturing, government, education, and healthcare. The company has a leading position within the enterprise conference and desktop communications endpoint market. Recently, it experienced market share loss as the UC industry consolidates and shifts from an on-premises model to a cloud model. "We expect the approximately $5 billion UC cloud market to reach $16 billion by 2020, outgrowing the UC on-premise market, which is about $17 billion and is expected to decline at a negative 5% compound annual growth rate (CAGR) for the same period. In response, large UC providers such as Avaya, Mitel, and Cisco have made strategic investments in cloud solutions and competing voice and video endpoints to create a full stack offering. While Polycom does not compete in the broader UC industry, it has leading share of the video and voice desktop and conferencing equipment market. We expect demand for Polycom's legacy products and services to continue to decline as customers prefer an open ended architecture cloud service model, whether from full stack providers or independent UC cloud providers such as Microsoft Skype for Business (SfB). Secular declines in the UC on-premise market combined with Cisco's refreshed products contributed to Polycom's market share loss, particularly in video where refresh cycles tend to be long. Despite that, we expect revenues from new product sales to more than offset declines in legacy products and services by 2017. We believe the company's new and refreshed interoperable products, coupled with partnering with one of the fastest growing UC providers, Microsoft SfB, would enable Polycom to achieve revenue growth in 2017. The partnership includes R&D investment from Microsoft to support product integration and a joint go-to-market strategy," S&P said. The stable outlook reflects S&P's view that the company will achieve low-single-digit revenue growth and its planned cost savings will mitigate margin declines in 2017. S&P could lower the rating over the next 12 months if the company is unable to realize cost synergies or experiences increased competitive pressure such that leverage increases to 7x on a sustained basis or FOCF approaches break-even. An upgrade is unlikely over the next 12 months as S&P expects costs to achieve synergies and continued investment in new products will weigh on company's ability to generate higher FOCF for debt repayment. In addition, S&P views the company's private equity ownership structure precludes sustained debt reduction below 5x. PRITHVI CATALYTIC: Court Denies Bid to Amend Suit vs. Beyondsoft ---------------------------------------------------------------- In the case captioned PRITHVI CATALYTIC, INC. n/k/a ABILIUS, INC., KYKO GLOBAL, INC., and KYKO GLOBAL GMBH, Plaintiffs, v. MICROSOFT CORPORATION, COLLABERA, INC., BEYONDSOFT CORPORATION, IAN OLSON, and SHANNON KROHN, Defendants, Adv. Proc. No. 14-02176-GLT (Bankr. W.D. Pa.), Judge Gregory L. Taddonio of the United States Bankruptcy Court for the Western District of Pennsylvania denied the Plaintiffs' Motion to Reinstate Counts Nine and Ten of their complaint. The Plaintiffs commenced the adversary proceeding on August 21, 2014. Among the allegations contained within the Complaint, Count Nine alleged a claim against all defendants for violations of the automatic stay in the Prithvi Catalytic, Inc. bankruptcy case, and Count Ten sought a finding of civil contempt against each defendant "as a result of their actions in violating the automatic stay[.]" Defendant, Beyondsoft Corporation, moved to dismiss the Complaint under Civil Rule 12(b)(6). Judge Taddonio held that the Plaintiffs unduly delayed, without acceptable explanation, the filing of their request to amend the Complaint to assert claims for violations of the automatic stay and civil contempt against Beyondsoft Corporation. The judge pointed out that the Plaintiffs had numerous opportunities to file the amendment and failed to do so. As it also appears that an amended complaint will cause undue prejudice to Beyondsoft by adding to the discovery costs at this late juncture, the Court finds the Motion is not well taken, the judge said. Judge Taddonio pointed out that after the Court dismissed the claims as to Beyondsoft, the Plaintiffs neglected to pursue a timely amendment to keep the claims viable. When balancing the equities and the potential harm to each party caused by the prospect of a late amendment, the Court cannot ignore that the Plaintiffs could have easily avoided controversy with prompt action, whereas Beyondsoft could reasonably expect that Plaintiffs were no longer interested in pursuing those claims when the amendment deadline expired without extension, the judge said, The bankruptcy case is In re: PRITHVI CATALYTIC, INC. n/k/a ABILIUS, INC., Chapter 11, Reorganized Debtor, Case No. 13-23855-GLT (Bankr. W.D. Pa.). A full-text copy of the Memorandum Opinion dated August 30, 2016 is available at https://is.gd/1oHI05 from Leagle.com. Prithvi Catalytic, Inc. n/k/a Abilius, Inc., Plaintiff, is represented by Kristi A. Davidson, Esq. -- kristi.davidson@bipc.com -- Buchanan Ingersoll & Rooney PC, Christina Orr Magulick, Esq. -- cmagulick@gordonrees.com -- Gordon & Rees, LLP, Timothy P. Palmer, Esq. -- timothy.palmer@bipc.com -- Buchanan Ingersoll & Rooney PC, Alan J. Peters, Kyko Global Inc., Darian Stanford, Esq. -- Slinde Nelson Stanford. Kyko Global, Inc. and Kyko Global GmbH, Plaintiff, is represented by Jayson M. Macyda, Kyko Global Inc.. Microsoft Corporation, Defendant, is represented by James W. Kraus, Esq. -- JWK@Pietragallo.com -- Pietragallo Gordon Alfano Bosick & Raspanti, LLP, Wendy E. Lyon, Esq. -- wlyon@riddellwilliams.com --Riddel Williams P.S., Richard J. Parks, Esq. -- RJP@Pietragallo.com -- Pietragallo Gordon Alfano Bosick & Raspa, Joseph E. Shickich, Jr., Esq. -- jshickich@riddellwilliams.com -- Riddell Williams, P.S.. Collabera, Inc., Defendant, is represented by Jessica Burt, Esq. -- jessica.burt@dbr.com -- Drinker Biddle & Reath LLP, Lawrence J. Del Rossi, Esq. -- lawrence.delrossi@dbr.com -- Drinker Biddle & Reath LLP, Marita Skye Erbeck, Esq. -- marita.erbeck@dbr.com -- Drinker Biddle & Reath LLP. Beyondsoft Corporation, Defendant, is represented by David James Morgan, Esq. -- Gordon & Rees LLP. PUERTO RICO: Moody's Says Banks Can Absorb Additional Stress ------------------------------------------------------------ Owing to the Commonwealth of Puerto Rico's (Caa3 developing) significant economic and operating challenges, the three rated banks: Banco Santander Puerto Rico (BSPR, A2/Baa2 stable, ba3), Banco Popular de Puerto Rico (Popular, Ba2/B2 negative, b1) and FirstBank (B1/Caa1 negative, b3) will continue to endure high levels of problem assets and anemic prospects for earnings and growth in 2017, despite de-risking and cost cutting efforts, Moody's Investors Service says in a new report. The economic contraction in Puerto Rico is estimated at -2.4% for 2016 and -0.9% in 2017, continuing a downturn that began in 2004, which reflects the fragile business and investment sentiment amid Puerto Rico's uncertain fiscal and debt situation. "The lesser contraction expected for 2017 reflects our view that the creation of a control board and legal framework for restructuring Puerto Rico's debt will increase legal and economic certainty and help stem investment outflows from the island," said Jeanne Del Casino, a Moody's Vice President -- Senior Credit Officer. Moody's says the banks have reduced their exposures to the Puerto Rico public sector, although they remain significant, and will drive nonperforming loans (NPLs) higher since Puerto Rico's weak finances make a debt restructuring inevitable. Moreover, the newly enacted oversight board has been explicitly tasked with restructuring the commonwealth's debt. The report "Banco Santander Puerto Rico, Popular, Inc. and FirstBank Puerto Rico: Banks Can Absorb Further Asset Quality Stress Resulting from Puerto Rico's Unceasing Recession," says commercial banks' assets and loan books have contracted alongside the downturn in the economy. This trend is anticipated to persist amid economic pressures as banks' loan balances decline and continue to write down assets, hindering earnings growth. However, the banks can absorb further asset quality and earnings stresses at their current capitalization levels Moody's stress tests indicate. In both the baseline and stress scenarios, the banks' capital levels stay above the minimum regulatory requirements for CET1 + capital conservation buffer of 7%. Banco Santander Puerto Rico leads with a much higher post-stress tangible common equity (TCE) ratio of 24.2% compared to Popular's 11.4% and FirstBank's 11.9%. However, Popular's capital falls the least, with a decline of 230 basis points in the TCE ratio, versus 410 bps for Banco Santander Puerto Rico and 420 bps for FirstBank. This reflects Popular's lower beginning NPL levels and better profitability profile. Q AND Q REALTY: Case Summary & 4 Unsecured Creditors ---------------------------------------------------- Debtor: Q and Q Realty LLC 95-02 35th Avenue Flushing, NY 11372-6028 Case No.: 16-44044 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: September 9, 2016 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Robert L Reda, Esq. LAW OFFICE OF ROBERT L. REDA, PC One Executive Boulevard, Suite 201 Suffern, NY 10901 Tel: 845-357-5555 Fax: 845-357-3333 E-mail: rreda@redalaw.com Total Assets: $4 million Total Liabilities: $2.16 million The petition was signed by Juan Galvan, managing member. A copy of the Debtor's list of four unsecured creditors is available for free at http://bankrupt.com/misc/nyeb16-44044.pdf QUALITY CARE: Moody's Assigns B2 Corp Family Rating, Outlook Stable ------------------------------------------------------------------- Moody's Investors Service has assigned a B2 corporate family rating, B2 first lien ratings and a B3 second lien rating to Quality Care Properties, Inc. (QCP). QCP will be a publicly traded REIT when HCP, Inc.'s (senior unsecured rating at Baa2, Stable) spin-off transaction is completed. The outlook for QCP's ratings is stable. The following ratings were assigned -- Corporate family rating at B2 -- First lien term loan rating at B2 -- First lien credit facility rating at B2 -- Second lien note rating at B3 RATINGS RATIONALE QCP's ratings reflect significant tenant concentration to HCR Healthcare LLC (HCR, B3 corporate family rating, negative outlook), exposure to the heavily regulated skilled nursing (SNF) segment and negligible unencumbered asset pool. Moderate leverage for the rating level, sound fixed charge coverage and adequate liquidity are some important positive credit considerations. At 2Q2016, the HCR SNF portfolio was 83% occupied and HCR's normalized EBITDAR coverage, excluding provisions for general and professional liability claims, was weak at 1.03x. The Department of Justice's investigation of HCR increases credit risk as there is material uncertainty regarding the resolution timeline and magnitude of penalties, if any. Post spin-off and financing, QCP's capital structure will include $1750 million of issued debt relative to a gross asset base of approximately $6.0 billion. Effective leverage, debt + preferred as a % of gross assets, will be close to 30% and fixed charge coverage will be strong for the rating category. Nevertheless, given the preponderance of secured financing in the capital structure, the REIT will not have access to a meaningful unencumbered base. However, near term liquidity requirements will be modest with no significant debt maturities through 2021. The stable ratings outlook reflects QCP's healthy liquidity position and stable capital and earnings profile given the long-term nature of the lease arrangements and cash based revenue recognition. The outlook also reflects Moody's expectation of successful execution of the capitalization plan. A ratings upgrade is unlikely in the near-term given the tenant concentration and tenant's weak credit coverage metric. Positive rating movement would require HCR's normalized EBITDAR coverage to improve to 1.4x or higher, QCP's fixed charge coverage to remain above 3.0x and unencumbered asset greater than 20% of gross assets. A reduction in single tenant exposure to 60% of aggregate revenue or lower would also be a meaningful factor. QCP's ratings can be downgraded if HCR's normalized EBITDAR coverage drops below 1.0x or QCP's fixed charge coverage is closer to 2.0x on a sustained basis. Deterioration in HCR's liquidity profile can also affect QCP's ratings. Post Spin-off, QCP will be one the largest REITs landlords in the SNF segment with 274 post-acute/SNF assets and 62 memory care/assisted living facilities (AL) in 30 states including 17 properties held for sale. HCR is the tenant in 249 SNF and 61 AL assets under a master lease arrangement guaranteed by HCR Healthcare. QUALITY CARE: S&P Assigns 'B+' CCR, Outlook Stable -------------------------------------------------- S&P Global Ratings assigned its 'B+' corporate credit rating to Quality Care Properties Inc. The outlook is stable. At the same time, S&P assigned a 'BB' issue-level rating and '1' recovery rating to Quality Care Properties' $1 billion first-lien term loan and $100 million revolver. The '1' recovery rating indicates S&P's expectation for a very high recovery (90% to 100%) for loanholders in the event of a payment default. S&P assigned a 'BB-' issue-level rating and '2' recovery rating to Quality Care Properties $750 million second-lien notes. The '2' recovery rating indicates S&P's expectation for a substantial recovery (70% to 90%, higher end of the range) for bond-holders in the event of a payment default. The borrowers of the credit facility will be SNF West Sub-REIT, SNF Central Sub-REIT, SNF East Sub-REIT, and AL Sub-REIT. S&P expects the company to use proceeds from the offering to fund the spin-off transaction from HCP Inc. (BBB/Stable/--) through a tax-efficient distribution to HCP shareholders in the third quarter of 2016. Post spin-off, Quality Care Properties will be an independent publicly-traded company that owns, manages and acquires health care-related real estate properties. "The ratings on Quality Care Properties incorporate its significant market position in the SNF industry that is saddled with reimbursement risk and a concentrated tenant base; however, long-term triple-net leases provide some stability to cash flows, and we expect the company to operate with relatively conservative credit protection measures," said credit analyst Sarah Sherman. "We expect Quality Care Properties to use excess cash flow to reduce debt given the company's low prospective dividend payout policy that could improve metrics beyond our base-case scenario. However, we believe the integral issue going forward will be Quality Care Properties' ability to achieve sustainable rent coverage at HCR (B-/Developing/--), which caused inconsistent cash flow generation for HCP in the past." The stable outlook reflects S&P's expectation for Quality Care Properties to continue collecting rent from HCR, leading to adequate cash flow generation. While HCR remains pressured by Medicare Advantage and the uncertainty surrounding the Department of Justice investigation, S&P believes Quality Care Properties will be able to maintain or improve credit protection measures over the next year following an expected rent renegotiation, alleviating weak tenant coverage levels. S&P would consider lowering the ratings on the company if additional rent renegotiations appear likely such that Quality Care Properties exhibits volatility in its cash flows, causing S&P to reevaluate its business risk assessment. Additionally, S&P could lower the rating if leverage increases above 7.5x or fixed-charge coverage drops below 1.7x. A lower rating is also possible if liquidity becomes constrained as a result of covenant cushion declining below 15% because of lower NOI generation, likely driven by additional rent concessions beyond our forecast. S&P does not believe an upgrade is likely over the next 12 months, given Quality Care Properties' tenant concentration. Longer term, S&P would consider raising the rating by one notch if Quality Care Properties is able to diversify its tenant base. Additionally, S&P would consider an upgrade if leverage were to decline below 4.5x and if fixed-charge coverage improves above 3.1x for a sustained period. REDBOX AUTOMATED: S&P Assigns B CCR & Rates $440MM Facilities B+ ---------------------------------------------------------------- S&P Global Ratings said that it assigned its 'B' corporate credit rating to Redbox Automated Retail LLC. The rating outlook is stable. At the same time, S&P assigned its 'B+' issue-level rating and '2' recovery rating to the Redwood Merger Sub Inc.'s proposed $440 million first-lien secured credit facilities. The '2' recovery rating indicates S&P's expectation for substantial (70%-90%; upper half of the range) recovery of principal for lenders in the event of a payment default. The credit facilities consist of a $40 million revolving credit facility due 2021 and a $400 million term loan due 2021. Redbox will be the borrower after the transaction closes. "Our 'B' corporate credit rating on Redbox reflects our expectation for meaningful revenue declines over next several years, which more than offset the company's strong market share in DVD rentals, wide U.S. geographic coverage, good profitability, and healthy discretionary cash flow," said S&P Global Ratings' credit analyst Andy Liu. Redbox is facing unfavorable secular trends stemming from a proliferation of video viewing alternatives such as video on demand (VOD), transaction-video-on-demand (TVOD), and subscriber-video-on-demand (SVOD), as well as greater competition for leisure time. We believe that unfavorable secular trends are unlikely to reverse and could actually worsen with SVOD providers Amazon Prime, Hulu, Netflix, and other cable channels increasing their investments in original programming and expanding the ways that their subscribers could access their content. These are also key factors behind our assessment of Redbox's business risk profile as weak," S&P said. The stable rating outlook is based on S&P's expectation that Redbox will generate good discretionary cash flow over the next several years and apply a meaningful portion of that cash flow toward repaying its debt, while maintaining good cost control that should enable it to persist despite unfavorable secular trends its business faces. S&P could lower its corporate credit rating on Redbox if unfavorable secular trends worsen, causing the company's revenue to decline well in excess of S&P's estimate of a low-teen percentage decline. Additionally, S&P could lower the rating if Redbox's adjusted debt leverage exceeds 2x or if its financial covenant compliance headroom declines to less than 15%. S&P views the probability of an upgrade as low. S&P could raise the rating if unfavorable secular trends diminish significantly such that the company is able to stabilize its revenues or experience low rate of revenue decline (low-single-digit percentage), while maintaining its current EBITDA margin and its adjusted debt leverage in the 1.5x-2x range. REHOBOTH MCKINLEY: Fitch Maintains 'B' Bonds Rating on Watch Neg. ----------------------------------------------------------------- Fitch Ratings maintains its Rating Watch Negative on these revenue bonds issued by the New Mexico Hospital Equipment Loan Council on behalf of Rehoboth McKinley Christian Health Care Services, Inc. (RMCHCS), which are currently rated 'B'. -- $5.6 million hospital facility improvement and refunding revenue bonds, series 2007A. SECURITY The bonds are secured by a pledge of revenues and equipment and a debt service reserve fund. KEY RATING DRIVERS CONTESTED SUPPLEMENTAL PAYMENTS: In July 2016, RMCHCS received notice that reimbursement received under Medicare's Low Volume Adjustment (LVA) program from fiscal 2013 through fiscal 2016 were in error and that Medicare would recoup payments for those years beginning in July 2016. RMCHCS is contesting this decision. The Rating Watch Negative reflects the potential negative impact of Medicare's intention to recoup prior year LVA payments on RMCHCS' liquidity and working capital position. WEAK LIQUIDITY POSITION: At July 31, 2016, RMCHCS reported unrestricted cash and investments of $5.8 million equal to 35 days cash on hand (DCOH). According to management, a total of $1 million has been recouped by CMS in July and August relating to payments made in fiscal years 2014 and 2016. There is $900K of 2015 tentative cost report yet to deal with of which $802K relates to LVA. To offset the recoupment and to comply with its liquidity covenant (30 DCOH), RMCHCS has accessed a $1.2 million line of credit in August. SMALL REVENUE BASE: Fitch believes RMCHCS' small revenue base remains a key credit concern as the hospital has limited flexibility to handle adverse events. SOLID OPERATING RESULTS: RMCHCS operating results improved sharply in 2015 with a 2.2% operating margin compared to a negative 13.3% operating margin in 2014. Excluding approximately $2.5 million of tax revenues that were not available for debt service, coverage of maximum annual debt service by EBITDA improved to solid 4.4x in 2015. Through the seven months ended July 31, operating margin was 2.5%. RECEIPT OF FORBEARANCE AGREMENT: In Fitch's prior rating action dated March 8, 2016, the resolution of the Rating Watch Negative was predicated on receipt of the forbearance agreement by RMCHCS. According to management, a forbearance agreement has been received which eliminates the risk of acceleration related to the debt service coverage violation in 2014. The receipt of this agreement has been factored into the rating; however, Fitch has requested but has not yet received a copy of this agreement. RATING SENSITIVITIES IMPACT OF LOW VOLUME ADJUSTMENTS: Despite improved operating results in 2015 and through the seven month interim period, Rehoboth McKinley Christian Health Care Services' working capital position remains precarious. The impact of Medicare's intention to recoup payments made under the Low Volume Adjustment for prior years could result in a violation of its DCOH covenant (30 days) and hamper the corporation's ability to fund operations. Resolution of the impact of the prior year's cost reports is needed to remove the bonds from Rating Watch Negative. CREDIT PROFILE Rehoboth McKinley Christian Health Care Services, Inc. is a 60-bed general acute care hospital located in Gallup, NM (138 miles west of Albuquerque, NM and 180 miles east of Flagstaff, AZ). Total operating revenue in fiscal 2015 was $58.6 million. RESOLUTE FOREST: Moody's Cuts Senior Unsecured Notes Rating to B1 ----------------------------------------------------------------- Moody's Investors Service downgraded Resolute Forest Product Inc's senior unsecured notes due 2023 to B1 from Ba3 and raised the speculative-grade liquidity rating to SGL-1 (very good liquidity) from SGL-2 (good liquidity). The company's existing ratings, including the Ba3 Corporate Family Rating and Ba3-PD Probability of Default Rating were affirmed. The outlook remains stable. "The downgrade of the senior unsecured notes resulted from Resolute's announcement to add $185 million of additional secured debt which would rank ahead of the senior unsecured notes in the capital structure," said Ed Sustar, Senior Vice President with Moody's. "The liquidity rating was raised as the additional credit facilities will provide Resolute access to additional liquidity to cover higher than normal near term capital expenditures ", added Sustar. Ratings Downgraded: Issuer: Resolute Forest Products Inc. -- Senior Unsecured Regular Bond/Debenture, Downgraded to B1 (LGD4) from Ba3 (LGD4) Ratings Raised: Issuer: Resolute Forest Products Inc. -- Speculative Grade Liquidity Rating, Raised to SGL-1 from SGL-2 Outlook Actions: Issuer: Resolute Forest Products Inc. -- Outlook, Remains Stable Affirmations: Issuer: Resolute Forest Products Inc. -- Probability of Default Rating, Affirmed Ba3-PD -- Corporate Family Rating, Affirmed Ba3 RATINGS RATIONALE The raising of Resolute's speculative-grade liquidity rating to SGL-1 reflects Moody's view that the company will have about $535 million of liquidity to fund cash requirements of about $130 million over the next 12 months. The company has about $40 million of cash (as of 30 June 2016), availability under its $600 million asset-based revolving credit facility that matures in May 2020 and a new $185 million credit facility. These sources of liquidity are more than sufficient to cover the higher than normal near term capital expenditures related to the completion of the company's $270 million construction of a new tissue paper machine and three converting lines at its Calhoun, Tennessee pulp and paper mill. Resolute has no near term debt maturities, and its core debt (senior unsecured notes) does not mature until 2023. Resolute's Ba3 CFR reflects the company's strong market positions in paper, pulp and lumber, integrated product diversity, strong liquidity and favorable cost position for most of the products that it manufactures. The rating is tempered by high adjusted leverage (6x as of June 2016) given the company's significant unfunded pension liabilities and the secular decline of newsprint and specialty papers, which represents about 60% of the company's revenue. This paper decline is somewhat offset by the recovery of the company's wood products segment as the US housing market strengthens and the diversification provided by the company's market pulp, wood products and growing tissue business. The stable outlook reflects our expectation that weaker results from Resolute's paper business will be partially offset by higher lumber and market pulp sales from the full ramp-up of completed capacity expansion projects and from earnings from the company's growing tissue business. An upgrade may be warranted if the company continues to diversify away from the declining paper market, with adjusted debt to EBITDA approaching 3x on a sustained basis (6x as of June 2016), while maintaining strong liquidity. Resolute's ratings could face downward ratings pressure if the company's liquidity position deteriorates or if adjusted Debt to EBITDA exceeds 5.5x for a sustained period of time. The principal methodology used in these ratings was Global Paper and Forest Products Industry published in October 2013. Headquartered in Montreal (Quebec, Canada), Resolute produces newsprint, commercial printing papers, market pulp, tissue and wood products. Net sales for the last twelve months ending June 2016 were $3.6 billion. RESOLUTE FOREST: S&P Lowers Rating on Sr. Unsecured Notes to 'B+' ----------------------------------------------------------------- S&P Global Ratings said it lowered its issue-level rating on Montreal-based Resolute Forest Products Inc.'s senior unsecured notes to 'B+' from 'BB-'. S&P Global Ratings also revised its recovery rating on the notes to '5' from '4'. The '5' recovery rating indicates S&P's expectation for modest (10%-30%; lower half of the range) recovery in the event of a default. The rating actions follow the company's announcement that it has entered into a new senior secured credit agreement with an aggregate lender commitment of up to US$185 million. The agreement comprises a US$46.25 million nine-year term loan and a US$138.75 million six-year revolving credit facility. S&P estimates this increase of secured credit facilities within the company's capital structure should result in weaker recovery prospects for unsecured claims in our hypothetical default scenario. S&P's 'BB-' long-term corporate credit rating with a negative outlook on Resolute is unchanged. S&P's forecast credit measures are largely unchanged after incorporating the proposed transaction, because S&P had previously expected that negative adjusted free operating cash flow through 2017 to contribute to higher debt levels. That said, S&P believes the new credit facilities will reinforce its view of Resolute's strong liquidity by increasing our expected sources of cash in the next 12 months by more than 30%. Recovery Analysis Key analytical factors -- S&P's '5' recovery rating corresponds with its expectation of modest (10%-30%; in the lower half of the range) recovery in its hypothetical default scenario for Resolute. -- S&P valued the company on a going-concern basis using a 5x multiple--consistent with that of industry peers--of S&P's projected mergence EBITDA. -- S&P estimates that, for Resolute to default, EBITDA would need to decline significantly, representing a material deterioration from the current state of its business. -- S&P assumes that, in a hypothetical bankruptcy scenario, the company's US$600 million asset-based loan revolving credit facility is 60% drawn, the US$138.8 million cash flow revolver is 85% drawn, and the US$46.3 million term loan is fully drawn--all with a priority claim on the company's U.S. assets (estimated at 60% of Resolute's enterprise value). S&P estimates that just over US$80 million is available to senior unsecured claims (which primarily consist of the company's senior unsecured notes), and this represents the net value of Resolute's Canadian assets (after estimated unfunded pension and postretirement obligations in Canada, which S&P assumes are senior to the unsecured notes (which are not guaranteed by Resolute's foreign subsidiaries). Simulated default assumptions -- Simulated year of default: 2020 -- EBITDA at emergence: US$180 million -- EBITDA multiple: 5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): US$855 million -- Valuation split in % (obligors/non-obligors): 60/40 --------------------------------------------------------- -- Priority claims at guarantor subsidiaries: US$548 million -- Unsecured claims at nonguarantor subsidiaries: US$259 million -- Total value available to remaining unsecured claims: US$83 million -- Senior unsecured debt and pari passu claims: US$764 million -- Recovery expectations: 10%-30% (lower half of the range) Note: All debt amounts include six months of prepetition interest. RATINGS LIST Downgraded/Recovery Rating Revised To From Resolute Forest Products Inc. Senior unsecured notes B+ BB- Recovery rating 5 4 RICE BUILDING: Balance of Sale Proceeds to Fund Unsecureds Payment ------------------------------------------------------------------ Rice Building, LLC, filed with the U.S. Bankruptcy Court for the Northern District of New York a disclosure statement dated Sept. 6, 2016, to accompany its Chapter 11-exit plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/14-11051-188.pdf The Debtor owned and operated real property located at 35, 37, 39, 41, and 42 Elberon Place, in Albany, New York, and 218 Western Avenue, in Albany, New York. Depending on the allowance or disallowance of certain claims filed against the Debtor, holders of Class 1 General Unsecured Claims may receive up to 100% of their claims. Distributions to creditors under the Plan will be made from payments received on account of the promissory notes held by the Debtor for the payment of the balance of the proceeds of the sale of 218 Western Avenue. Prior to the filing of the Disclosure Statement, the Debtor sold its properties. As a result of the sales of the properties, all secured claims have been paid in full. The Debtor received a note and mortgage in the amount of $144,000 secured by a second mortgage against 218 Western Avenue, and a note and security agreement in the amount of $48,000 for the purchase and sale of the Debtor's furniture, fixtures and equipment. Rice Building LLC filed a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 15-11654) on August 7, 2015, and is represented by Francis J. Brennan, Esq., at Nolan & Heller, LLP, in Albany, New York. At the time of filing, the Debtor had $1 million in total assets and $1 million in total liabilities. The petition was signed by Mark Basco, managing member. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/nynb15-11654.pdf ROBERTS BROADCASTING: Malpractice Suit Referred to Bankr. Court --------------------------------------------------------------- In the case captioned ROBERTS BROADCASTING COMPANY et al., Plaintiffs, v. DANNA McKITRICK, PC., and A. THOMAS DEWOSKIN, Defendants, No. 4:16-CV-00574-AGF, Judge Audrey G. Fleissig of the United States District Court for the Eastern District of Missouri, Eastern Division, denied the Plaintiff's motion to remand this case to state court due to lack of subject matter jurisdiction and referred this action to the United States Bankruptcy Court for the Eastern District of Missouri for all further proceedings. This legal malpractice action was filed in Missouri state court on March 28, 2016, and removed by Defendants to this Court on April 25, 2016, on the basis of federal subject matter jurisdiction pursuant to 28 U.S.C. Section 1334(b). This section grants the district courts, except under certain circumstances not relevant here, "original but not exclusive jurisdiction of all civil proceedings arising under title 11, or arising in or related to cases under title 11." It is undisputed that there is no diversity between the parties, Judge Fleissig ruled. Defendants' notice of removal asserts that all of Plaintiffs' state law claims "arise in" a case under title 11, and thus this Court has original jurisdiction pursuant to 28 U.S.C. Section 1334(b). Defendants also assert that federal courts "routinely" hold that professional malpractice claims concerning representation in bankruptcy proceedings "arise in" a case under title 11 for purposes of federal subject matter jurisdiction because the claims would have no practical existence but for the bankruptcy. A full-text copy of the Memorandum and Order dated August 30, 2016 is available at https://is.gd/Exr5aY from Leagle.com. Roberts Broadcasting Company, Plaintiff, is represented by Daniel P. Finney, III, Esq. -- FINNEY LAW OFFICE & Daniel P. Finney, Jr., Esq. -- FINNEY LAW OFFICE. Roberts Broadcasting Company, Columbia South Carolina, LLC, Plaintiff, is represented by Daniel P. Finney, III, FINNEY LAW OFFICE & Daniel P. Finney, Jr., FINNEY LAW OFFICE. Roberts Broadcasting Company, Evansville, Indiana, LLC, Plaintiff, is represented by Daniel P. Finney, III, FINNEY LAW OFFICE & Daniel P. Finney, Jr., FINNEY LAW OFFICE. Roberts Broadcasting Company, Jackson, Mississippi, LLC, Plaintiff, is represented by Daniel P. Finney, III, FINNEY LAW OFFICE & Daniel P. Finney, Jr., FINNEY LAW OFFICE. Danna Mckitrick, PC, Defendant, is represented by Thomas J. Magee, Esq. -- tmagee@heplerbroom.com -- HEPLER BROOM & Kathleen S. Hamilton, HEPLER BROOM. A. Thomas DeWoskin, Defendant, is represented by Thomas J. Magee, HEPLER BROOM & Kathleen S. Hamilton, HEPLER BROOM. Roberts Broadcasting Company, aka WRBU-TV, filed for Chapter 11 bankruptcy in St. Louis, Missouri, (Bankr. E.D. Mo. Case No. 11-50744) on Oct. 7, 2011. The Company said assets total $639,623 and liabilities total $3.19 million. Affiliates that filed for Chapter 11 on the same day are Roberts Broadcasting Company of Jackson, MS, LLC (Bankr. E.D. Mo. Case No. 11-50745); Roberts Broadcasting Company of Evansville, IN, LLC (Bankr. E.D. Mo. Case No. 11-50746); and Roberts Broadcasting Company of Columbia, SC, LLC (Bankr. E.D. Mo. Case No. 11-50747), each listing under $1 million in assets. ROTARY DRILLING: Panel Hires Stout Risius as Financial Advisors --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Rotary Drilling Tools USA LLC, et al., seeks authorization from the U.S. Bankruptcy Court for the Southern District of Texas to retain Stout Risius Ross, Inc. as financial advisors, nunc pro tunc to August 3, 2016. The Committee requires Stout Risius to provide: (a) financial advisory services including a monthly analysis of the Debtors' financial information; (b) analysis of the Debtors' current assets and liabilities, PP&E and other "soft" assets; (c) review and analysis of the reporting regarding cash collateral and any debtor-in-possession financing arrangements and budgets; (d) qualitative analysis of the Debtors' plants, operations and facilities; (e) qualitative analysis of the Debtors' customers and suppliers; (f) qualitative analysis of the Debtors' principal products and markets; (g) attend Unsecured Creditors' Committee meetings to discuss Stout Risius' analyses; (h) review of filings required by the Bankruptcy Court or the Office of the United States Trustee, including, but not limited to, schedules of assets and liabilities, statements of financial affairs and monthly operating reports; (i) review of the Debtors' financial information, including, but not limited to, analyses of cash receipts and disbursements, financial statement items and proposed transactions for which Bankruptcy Court approval is sought; (j) assistance in evaluating reorganization strategies and alternatives available to the creditors; (k) assistance in preparing and/or reviewing documents necessary for confirmation; (l) advise and assistance in negotiations and meetings with the Debtors, the bank lenders, and customers; (m) determination of the Debtors' enterprise value as of the petition date and as of the effective date of a Chapter 11 plan of reorganization (the "Valuation Dates"); (n) determination of asset and liquidation valuations; (o) expert witness report and testimony regarding the Debtors' enterprise valuation, the valuation of any securities proposed to be issued under any Chapter 11 plan of reorganization for the Debtors, confirmation issues, or other matters; (p) litigation consulting services and expert witness testimony regarding confirmation issues, avoidance actions or other matters; and (q) other such functions as requested by the Committee or its counsel to assist the Committee in these Chapter 11 cases. The Committee and Stout Risius agree that the Committee may limit or expand the scope of the firm's representation from time to time on terms mutually acceptable to the parties in writing. Stout Risius will be paid at these hourly rates: Loretta Cross $525 Margaret Ceconi, Director $440 Andrew Masotta, Associate $250 Managing Directors $400-$700 Directors and Vice Presidents $300-$475 Managers $200-$375 Associates $175-$350 Analysts $75-$275 Stout Risius will also be reimbursed for reasonable out-of-pocket expenses incurred. Loretta Cross, managing director of Stout Risius, 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. Stout Risius can be reached at: Loretta Cross STOUT RISIUS ROSS, INC. 815 Walker, Suite 1140 Houston, TX 77002 Tel: (713) 225-9580 E-mail: lcross@srr.com About Rotary Drilling Tools USA Rotary Drilling Tools USA, LLC, manufactures and markets oilfield drilling tubular tools. Rotary Drilling Tools sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 16-33435) on July 6, 2016. Judge Jeff Bohm is assigned to the case. The Debtor estimated assets and liabilities in the range of $10 million to $50 million. Brooke B Chadeayne, Esq., and Elizabeth M Guffy, Esq., at Locke Lord Bissell & Liddell, LLP, serve as the Debtor's counsel. The petition was signed by Bryan M. Gaston, chief restructuring officer. The Office of the U.S. Trustee appointed seven creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Rotary Drilling Tools USA, LLC, and its affiliates. The Committee is represented by Christopher D. Johnson, Esq., Hugh M. Ray, III, Esq., and Benjamin W. Hugon, Esq., at McKool Smith P.C. SAEXPLORATION HOLDINGS: Moody's Withdraws Caa2 CFR -------------------------------------------------- Moody's Investors Service has withdrawn SAExploration Holdings, Inc.'s Caa2 Corporate Family Rating (CFR) and other ratings. The SGL-4 Speculative Grade Liquidity Rating and negative outlook have also been withdrawn. Withdrawals: Issuer: SAExploration Holdings, Inc. Corporate Family Rating, Withdrawn, previously rated Caa2 Probability of Default Rating, Withdrawn, previously rated Caa2- PD Senior Secured Regular Bond/Debenture, Withdrawn, previously rated Caa3 (LGD 5) Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-4 Outlook Actions: Issuer: SAExploration Holdings, Inc. Outlook, Changed To Rating Withdrawn From Negative RATINGS RATIONALE Moody's has withdrawn the rating for its own business reasons. SAExploration Holdings, Inc., headquartered in Houston, Texas, is a provider of seismic data acquisition and related logistical services to the global upstream oil and gas industry. SANDRIDGE ENERGY: Bankruptcy Court Confirms Plan of Reorganization ------------------------------------------------------------------ SandRidge Energy, Inc. on Sept. 9, 2016, disclosed that its Plan of Reorganization (the "Plan") was confirmed by the U.S. Bankruptcy Court for the Southern District of Texas. The Plan received overwhelming support from its stakeholders and its confirmation enables the Company to target emergence from Chapter 11 within the next 30 days, eliminating $3.7 billion in pre-petition funded indebtedness. New SandRidge Capital Structure The Company's pro forma capital structure will consist of an undrawn $425 million first lien credit facility (maturing in 2020) and $300 million in mandatorily convertible zero coupon debt that will convert into equity. Finally, SandRidge will issue new common stock to its pre-petition second lien and general unsecured creditors representing 100% of the pro forma equity interest in the reorganized company. Projected Liquidity at Emergence The Company anticipates that it will emerge and the Plan will become effective within 30 days, at which time the Company estimates to have over $400 million of liquidity including cash on hand and funds available under its first lien credit facility. James Bennett, SandRidge President and CEO remarked, "The confirmation of our plan is a milestone event toward the restructuring of our business, attributable to the tireless work of many individuals. I would like to acknowledge and thank our dedicated employees for their unwavering focus and high-level performance throughout the reorganization process. It's also important to express my appreciation to our vendors and other stakeholders for their cooperation and support. We look forward to continuing these relationships as we work together to grow our business." "Finally, I would like to express my personal thanks to our Board of Directors for their years of service and recent efforts to ensure a smooth and timely process," Mr. Bennett continued. Jeff Serota, SandRidge Chairman of the Board and Chairman of the Restructuring Committee of the Board, remarked, "Key to completing our restructuring in a timely manner was the early recognition by our stakeholders of the long-term value inherent in the company. SandRidge worked constructively with its creditors and other constituents to achieve plan approval and is now set to emerge from bankruptcy as a stronger company." Houlihan Lokey, Inc. is serving as financial advisor to SandRidge and Kirkland & Ellis LLP is serving as legal counsel. About SandRidge Energy, Inc. SandRidge Energy, Inc. (OTC PINK: SDOC) -- http://www.sandridgeenergy.com/-- is an oil and natural gas exploration and production company headquartered in Oklahoma City, Oklahoma, with its principal focus on developing high-return, growth-oriented projects in the U.S. Mid-Continent and Niobrara Shale. SandRidge Energy, Inc. and 24 of its subsidiaries each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 16-32488) on May 16, 2016. The petitions were signed by Julian M. Bott as chief financial officer. The Debtors have hired Kirkland & Ellis LLP as general bankruptcy counsel, Zack A. Clement PLLC as local counsel, Houlihan Lokey Capital, Inc. as financial advisor, Alvarez & Marsal Holdings, LLC as restructuring advisor and Prime Clerk LLC as claims and noticing agent. The cases are assigned to Judge David R Jones. The Office of the U.S. Trustee has appointed five creditors of SandRidge Energy, Inc., to serve on the official committee of unsecured creditors. SEAHAWK HOLDINGS: S&P Assigns 'B' CCR, Outlook Stable ----------------------------------------------------- S&P Global Ratings said that it assigned a 'B' corporate credit rating to Round Rock, Texas-based Seahawk Holdings Ltd. The outlook is stable. S&P assigned its 'B' issue-level rating and '3' recovery rating to SonicWALL US HoldCo.'s $1.425 billion first-lien credit facility, consisting of a $100 million five-year revolving credit facility and a $1.350 billion six-year term loan. The '3' recovery rating indicates S&P's expectations for meaningful (upper half of the 50%-70% range) recovery in the event of payment default. S&P also assigned its 'B-' issue-level rating and '5' recovery rating to SonicWALL's $275 million seven-year second-lien term loan. The '5' recovery rating indicates S&P's expectations for modest (lower half of the 10%-30% range) recovery in the event of payment default. S&P's rating is based on Seahawk's weak EBITDA margin profile and the potential for near-term operational disruption from the separation from Dell Inc. Good product and end-market diversity, and participation in a number of rapidly growing markets partially offset these risks. Although S&P expects trailing-12-month leverage to be in the high 7x area at the close of this acquisition, S&P believes that the firm has a credible path to considerably reduce expenses and that leverage will approach 7x within 12 months of the transaction. Following its acquisition by financial sponsors, Dell Software Group will be reorganized into three operating entities under the new Seahawk Holdings parent company ??? Quest Software, One Identity, and SonicWALL. They will operate on a largely standalone basis, although Quest and One Identity will share some back-office functions. Quest provides systems management software with a focus on platform migration, database productivity, and data backup and recovery, serving small and midsize businesses (SMB) and enterprise clients. One Identity provides software that enables corporate information technology (IT) departments to control and manage user access to critical systems, applications, and data. SonicWALL also serves the SMB market, providing united threat management (UTM) appliances that protect corporate networks from unauthorized access and intrusion. Dell's software business has historically been less profitable than stand-alone software peers of comparable size and maturity, largely because of a sales and marketing organization that has grown significantly faster than revenues in recent years. S&P estimates that EBITDA margins for fiscal 2016 would have been around 15%, incorporating its estimate of stand-alone overhead costs and standard S&P adjustments. The company expects to reduce operating expenses by approximately $90 million over 12-24 months. While S&P views this magnitude of expense cuts as achievable given the firm's currently weak profitability, undertaking significant restructuring while separating and reorganizing these businesses creates significant execution risk. S&P also sees risk in the companies' ongoing go-to-market strategy realignment, consisting of the rationalization and realignment of software-focused standalone sales organizations at Quest and One Identity as well as rebuilding distribution channel relationships at SonicWALL. Although S&P believes this realignment will be supportive of a return to revenue growth, S&P views it as an incremental source of operational complexity and potential sales disruption over the next 12-24 months. These risks are partially offset by good product diversity. Seahawk's portfolio addresses a wide range of corporate IT needs. The largest single product category, network security, is only 30% of total revenue. Although many of Seahawks' offerings compete in mature and slower-growing markets, IT spending on identity governance and network security is growing rapidly. S&P believes these businesses are capable of generating consistent mid-single-digit revenue growth if the company can successfully execute its sales realignment. S&P also views a low level of customer or industry vertical concentration as a credit strength, although S&P notes that the firm derives a significant amount of revenues from SMBs. S&P's assessment of Seahawk's financial risk profile is primarily based on the firm's significant debt burden and weak EBITDA margin and cash flow. Although S&P's adjusted leverage will be over 7.5x at the transaction's close, it expects leverage to decline to the mid-6x area within 18 months as planned expense reductions enable the company to grow EBITDA margins into the high teens. Significant near-term capital expenditure on stand-alone facilities will depress free cash flow over the next 12 months. S&P expects Seahawk to exit fiscal-year 2018 generating approximately $100 million of free cash flow annually, reflecting increased interest expense from the new credit facilities. S&P's base-case scenario assumes these: -- Global software industry revenues growing in the low- to mid-single-digit percentages, broadly in line with S&P's global GDP growth forecast of 2.3% in 2016 and 2.7% in 2017. -- Consolidated revenues declining by 3%-4% in fiscal 2017 from ongoing organization disruption and remaining broadly flat in fiscal 2018 as revenue declines from end of life products in Quest offset low-single-digit growth in One Identity and SonicWALL. -- Adjusted EBITDA margins will approach 20% within 24 months of the transaction close as the firm reduces sales and marketing expense and refocuses research and development spending. -- No dividends and limited acquisitions for at least 12 months. Based on these assumptions, S&P arrives at these credit metrics: -- S&P Global Ratings' adjusted leverage of 7.5x-8.0x at transaction close, declining to the low 7x area within 12 months of transaction close. -- EBITDA interest coverage between 2-3x going forward. -- Free cash flow, after interest expense, of about $100 million in fiscal 2018, potentially growing to the $150 million area depending on the pace and extent of expense reductions. S&P assess liquidity to be "adequate" with sources of cash likely exceeding uses over the next 12 months by more than 1.2x. S&P expects that sources of cash would still exceed uses should EBITDA decline by 15%. Principal Liquidity Sources: -- A pro forma cash balance of $130 million as of transaction close. -- $100 million availability on the five-year revolving credit facility. -- Over $100 million of cash flow from operations. Principal Liquidity Uses: -- $13.5 million of annual amortization payments on the six- year first-lien term loan. -- Capex of about $50 million over the next 12 months. The outlook on Seahawk Holdings is stable, reflecting S&P's view that the firm's diversified product portfolio will support revenue stability through its separation from Dell into three largely independent operating entities. S&P believes that meaningful cost-reduction opportunities will enable the consolidated entity to expand adjusted EBITDA margins to the high teens and reduce leverage to the low 7x within 12 months of the acquisition closing. Further disruption to bookings and revenues from the firm's shifting go-to-market strategy, an inability to achieve planned expense reductions, or a sustained downturn in any of Seahawk's core products that led to leverage sustained in the high 7x area could lead to a downgrade. S&P views an upgrade as highly unlikely over the next 12 months because of significant near-term operational risks and high leverage. Over the longer term, however, S&P would consider an upgrade if Seahawk can achieve its expense reduction targets, expand EBITDA margins to the 25%-30% range, sustain revenue growth, and commit to maintaining leverage below 5x. SED INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: SED International, Inc. 2150 Cedars Road, Suite 200 Lawrenceville, GA 30043 Case No.: 16-66019 Chapter 11 Petition Date: September 9, 2016 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Robert J. Williamson, Esq. Ashley Reynolds Ray, Esq. SCROGGINS & WILLIAMSON, P.C. One Riverside, Suite 450 4401 Northside Parkway Atlanta, GA 30327 Tel: (404) 893-3880 E-mail: rwilliamson@swlawfirm.com centralstation@swlawfirm.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $10 million to $50 million The petition was signed by Sham Gad, CEO. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ganb16-66019.pdf SIGNAL GENETICS: Insufficient Cash Raises Going Concern Doubt ------------------------------------------------------------- Signal Genetics, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $2.51 million on $874,000 of net revenue for the three months ended June 30, 2016, compared with a net loss of $2.56 million on $734,000 of net revenue for the same period in the prior year. The Company's balance sheet at June 30, 2016, showed $9.04 million in total assets, $2.60 million in total liabilities, and a stockholders' equity of $6.44 million. The Company had cash and cash equivalents of $6.5 million at June 30, 2016, compared to $10.8 million at December 31, 2015. At June 30, 2016, the Company had working capital of $5.4 million. The Company's existing cash resources will not be sufficient to meet its operating plan for the full 12-month period after the date of this filing. Based on the Company's current plans and available resources, the Company believes it can maintain its current operations through June 2017. As a result, to continue to fund its ongoing operations beyond June 2017, the Company would need to (1) raise additional capital through the issuance of equity, debt or other securities, (2) convert its existing debt into equity, (3) enter into strategic partnerships, alliances, collaborations or other similar transactions or (4) a combination thereof. Due to current market conditions, the Company's current liquidity position and its depressed stock price, the Company believe it is unlikely that it will be able to obtain additional equity or debt financing on terms acceptable to them, if at all, and raise substantial doubt about the Company's ability to continue as a going concern. If the Company is unable to raise additional capital or successfully complete a strategic partnership, alliance, collaboration or other similar transaction on a timely basis and on terms that are acceptable to them, the Company would also be required to sell or license its assets, sell the Company or otherwise liquidate all or a portion of its assets and/or cease the Company's operations altogether. A copy of the Form 10-Q is available at: https://is.gd/14YAgA Signal Genetics, Inc., is a commercial stage, molecular genetic diagnostic company. The Company is focused on providing diagnostic services that help physicians to make decisions concerning the care of cancer patients. The Company's diagnostic service is the Myeloma Prognostic Risk Signature (MyPRS) test. The MyPRS test is a microarray-based gene expression profile (GEP), assay that measures the expression level of specific genes and groups of genes that are designed to predict an individual's long-term clinical outcome/prognosis, giving a basis for personalized treatment options. SM ENERGY: S&P Assigns 'B+' Rating on New $500MM Sr. Unsec. Notes ----------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating (one notch below the corporate credit rating) and '5' recovery rating to Denver???based SM Energy Co.'s proposed $500 million senior unsecured notes due 2026. The '5' recovery rating indicates S&P's expectation of modest (10% to 30%; upper half of the range) recovery in the event of default. The company will use the note proceeds to finance its recently announced acquisition of leasehold interests in the Midland Basin, and/or for general corporate purposes. The ratings on SM Energy reflect S&P's assessment of the company's fair business risk profile and aggressive financial risk profile. These assessments incorporate the company's participation in the highly cyclical oil and gas industry, balanced production mix between liquids and natural gas, good internal reserve replacement, and production from multiple basins, although highly concentrated in the Eagle Ford (prior to the recently announced acquisition of undeveloped acreage in the Permian Basin). The ratings also include S&P's expectation that funds from operation to debt will remain below 20% over the next two years as the company has cut back capital spending and resulting production in response to lower crude oil and gas prices. RATINGS LIST SM Energy Co. Corporate credit rating BB-/Negative/-- New Ratings SM Energy Co. $500 mil sr unsecd notes due 2026 B+ Recovery rating 5H SPECTRUM BRANDS: Moody's Affirms B1 Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service revised Spectrum Brands, Inc. rating outlook to positive from stable due to Spectrum's improved operating performance and Moody's expectation of further improvement. The B1 Corporate Family Rating (CFR) was affirmed. The senior secured credit facility was upgraded to Ba1 from Ba2 and the speculative grade liquidity rating was upgraded to SGL 1 from SGL 2. "Spectrum Brands has demonstrated its willingness to remain disciplined in reducing leverage following acquisitions with a combination of debt repayment with free cash flow and earnings growth, "said Kevin Cassidy, Senior Credit Officer at Moody's Investors Service. Moody's expects Spectrum to continue to be acquisitive, but to keep debt/EBITDA between 3.5 and 4.5 times. The upgrade in the liquidity rating reflects Spectrum's improving free cash flow generation and strong cash balances. Moody's expects Spectrum to generate over $500 million in free cash flow. The upgrade in the secured credit facility reflects a shift in the proportional loss absorption between the secured and the unsecured debt obligations due to prepayments and amortization of the term loan. Rating upgraded: -- Speculative grade liquidity rating to SGL-1 from SGL-2; -- Senior secured credit facility to Ba1 (LGD2) from Ba2 (LGD2); Ratings affirmed: -- Corporate Family Rating at B1; -- Probability of Default Rating at B1-PD; -- Senior unsecured notes at B2 (LGD5) RATING RATIONALE The B1 Corporate Family Rating reflects Spectrum's significant size with revenue around $5.1 billion, but also the aggressive financial policies of its largest shareholder. Debt/EBITDA is currently near 4.5 times, but Moody's expects it to approach 3.5 times in the next 12 -18 months. Ratings benefit from Spectrum's good product diversification with products ranging from personal care items, to pet supplies and household insect control, small appliances, residential locksets and automotive care. The rating is constrained by its competition with bigger and better capitalized companies along with the shareholder oriented propensity of its largest shareholder, HRG Group. The rating also reflects the general stability in operating performance and Moody's expectation that credit metrics will continue improving in the near to mid-term, despite modest top line organic growth, soft spending for low income consumers and continued macro-economic uncertainty. Spectrum's strong liquidity profile as well as its broad international penetration are important rating factors, although there is concentration in Europe, where there is low growth. The positive outlook reflects Moody's view that Spectrum will maintain a strong liquidity profile and sustain financial leverage, measured as debt/EBITDA, between 3.5 and 4.5 times. Spectrum's acquisitive nature and shareholder return focus is expected to continue. The biggest risks that could result in a downgrade are aggressive capital structure moves by Harbinger Group or a severe disruption in discretionary consumer spending. Key credit metrics driving a downgrade are debt/EBITDA sustained over 5.5 times and single digit EBIT margins. Key credit metrics necessary for an upgrade would be debt/EBITDA sustained below 4 times and EBIT margins maintained in the mid-teens. Based on the existing capital structure, the secured credit facility would likely not be upgraded if the CFR was upgraded one notch. The principal methodology used in these ratings was Consumer Durables Industry published in September 2014. Headquartered in Middleton, Wisconsin, Spectrum Brands, Inc. ("Spectrum Brands") is a global consumer product company with a diverse product portfolio including small appliances, consumer batteries, lawn and garden, electric shaving and grooming, pet supplies and household insect control, residential locksets and automotive care. Revenues for the twelve months ended June 2016 approximated $5.1 billion. HRG Group, Inc. (B2 stable) owns almost 60% of Spectrum Brands. STONE PANELS: Creditors' Panel Hires Culhane Meadows as Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Stone Panels, Inc., and Stone Panels Holding Corp., seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to retain Culhane Meadows, PLLC as counsel for the Committee, nunc pro tunc to August 10, 2016. The Committee requires Culhane Meadows to: a. provide legal advice as necessary with respect to the Committee's powers and duties as an official committee appointed under 11 U.S.C. 1102; b. assist the Committee in investigating the acts, conduct, assets, liabilities, and financial condition of the Debtor, the operation of the Debtors' business, potential claims, and any other matters relevant to the Cases, to the sale of assets or the formulation of a plan of reorganization; c. participate in the formulation of a Plan; d. provide legal advice as necessary with respect to any disclosure statement and Plan filed in this Bankruptcy Cases and with respect to the process for approving or disapproving disclosure statements and confirming or denying confirmation of a Plan; e. prepare on behalf of the Committee, as necessary, applications, motions, complaints, answers, orders, agreements and other legal papers; f. appear in Court to present necessary motions, applications, and pleadings, and otherwise protecting the interests of those represented by the Committee; g. assist the Committee in requesting the appointment of a trustee or examiner, should such action be necessary; and h. perform other legal services as may be required and that are in the best interests of the Committee and creditors. Culhane Meadows lawyers who will work on the Debtors' cases and their hourly rates are: Lynnette R. Warman, Partner $400 Richard Grant, Partner $350 Paralegals and Law Clerks $175 Culhane Meadows will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard Grant, Esq., attorney and partner with Culhane Meadows PLLC, 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. Culhane Meadows may be reached at: Richard Grant, Esq. Lynnette R. Warman, Esq. Culhane Meadows, PLLC 100 Crescent Court, Suite 700 Dallas, TX 75201 Tel: 214-210-2929 E-mail: rgrant@culhanemeadows.com lwarman@culhanemeadows.com About Stone Panels Stone Panels, Inc., manufactures natural stone composite panels for exterior, interior, renovation, elevator, and specialty???applications in the United States, France, Europe, and???internationally.???? Stone Panels, Inc., and Stone Panels Holding Corp. filed chapter 11 petitions (Bankr. N.D. Tex. Lead Case Nos. 16-32856) on July 21, 2016.??The petitions were signed by Tim Friedel, the president and CEO. ??Judge Barbara J. Houser is assigned to the cases. ???? The operating company estimated its assets at $10 million to $50 million, the Holding company estimated its assets at less than $50,000, and both companies estimated their liabilities at $10 million to $50 million at the time of the filing. The Debtors have hired Waller Lansden Dortch & Davis LLP as counsel, Gray Reed & SSG Advisors,LLC as investment banker and Bill Roberts of CR3 Partners as chief restructuring officer. The Office of the U.S. Trustee on August 11, 2016, appointed three creditors of Stone Panels, Inc., to serve on the official committee of unsecured creditors. SUPERVALU INC: Fitch Affirms 'B' IDR, Outlook Stable ---------------------------------------------------- Fitch Ratings has affirmed its 'B' Issuer Default Rating on SUPERVALU Inc. (SVU). The Rating Outlook is Stable. SVU's ratings are constrained by negative sales trends, declining operating income, a mediocre retail market position and long-term challenges within the retail and wholesale business, even though the company's leverage is low for the rating category. Such challenges include retailer consolidation, customer losses as the number of independent retailers decline, and heightened competition. Fitch projects total adjusted debt/EBITDAR will be the low-4.0x range in fiscal 2017 and the mid-4.0x range in fiscal 2018, up from 4.0x in fiscal 2016 with the inclusion of Save-A-Lot. Ratings contemplate the potential separation of Save-A-Lot and Fitch's assumptions related to debt reduction and pro forma leverage (based on Fitch's fiscal 2017 forecast) under either a spin-off or sale scenario. If Save-A-Lot is spun off, Fitch anticipates total adjusted debt/EBITDAR could increase to the high 4.0x range. Conversely, if Save-A-Lot is sold, Fitch anticipates total adjusted debt/EBITDAR will remain in the low 4.0x range. Fitch will evaluate SVU's post-separation capital structure and adjust issue-level credit and recovery ratings if necessary, but views the impact of a Save-A-Lot separation as neutral to SVU's IDR. Scale with strong local market share positions and competitive pricing is what differentiates better-performing grocery retailers from operators like SVU which are currently losing market share. Meanwhile wholesale distributors could experience weaker pricing power and margin pressure as retailers continue to consolidate. SVU has not disclosed specific sales and operating income contributions from recent new wholesale wins but has indicated that the terms are different than with its smaller clients, as larger operators demand more from distributors. KEY RATING DRIVERS Weak Revenue, Earnings Trends: SVU's revenue fell 3.9% to $5.2 billion in the first quarter ended June 18, 2016, after declining 1.6% to $17.5 billion in fiscal 2016 (February). Excluding the impact of the 53rdrd week in fiscal 2015, sales were essentially flat. Low- to mid-single-digit identical store sales (ID) sales declines at Save-A-Lot and retail, along with business losses and reduced revenue from existing clients in the wholesale segment are having a negative impact on revenue. Fitch projects EBITDA will decline nearly 10% to about $725 million, excluding stock option expense, in fiscal 2017. EBITDA declines should moderate in fiscal 2018 due to revenue growth but margin pressure could continue. For SVU's retail segment, Fitch expects mid-single-digit ID sales declines for fiscal 2017. Gradual improvement should occur in fiscal 2018 due to price investments and improved store-level execution but Fitch expects SVU's retail banners will continue to be share donors over the long term. Gross margin contraction and operating earnings declines could continue absent significant cost reductions. Fitch projects segment EBITDA of about $200 million in fiscal 2017 from $248 million in fiscal 2016 and below $200 million in fiscal 2018. For Save-A-Lot, assuming the business is not separated, Fitch expects low-single-digit ID sales declines for fiscal 2017 and improvement to 0% to 1% growth in fiscal 2018 due to a more normal inflationary environment. Segment EBITDA is projected to be approximately $200 million in fiscal 2017 with the potential to grow at a low-single-digit rate in fiscal 2018 due to new stores. Fitch expects segment sales in wholesale to decline at a low single-digit rate in fiscal 2017 as revenue from new business, particularly from Marsh Supermarkets and The Fresh Market, start to materialize and along with the impact of customer losses. Absent additional customer losses, mid-single-digit sales growth is anticipated for fiscal 2018 as the full benefit of this new business is realized. Wholesale segment EBITDA is projected to be approximately $270 million in fiscal 2017 and $300 million in fiscal 2018 but modest margin contraction is expected given the likelihood that larger-sized contracts come at a lower margin. SVU will have to offset what Fitch expects will be a 2%-3% attrition rate in its existing business with new business wins in order to maintain the revenue and EBITDA base in this segment. Long-term Challenges for Wholesale and Retail Business Based on Fitch's fiscal 2017 forecast, SVU's wholesale and retail segments will represent 63% and 37%, respectively, of the company's revenue and EBITDA post the separation of Save-A-Lot. Fitch recognizes SVU's focus on its wholesale operations and recent new business wins but expects the wholesale and retail operating environment to remain challenged longer term due to competitive pricing and consolidation and restructurings in the grocery industry. Excluding Save-A-Lot, Fitch projects EBITDA of about $530 million in fiscal 2017, down from $584 million in fiscal 2016. Fitch anticipates that EBITDA could decline to below $500 million, absent continued cost reductions, due to on-going revenue and margin pressure. Save-A-Lot Separation Neutral to Ratings Fitch views the separation of Save-A-Lot as neutral to SVU's credit profile, assuming debt reduction of about $350 million in the event of a spin-off and $750 million in the event of a sale. Fitch's assumptions reflect SVU's plan to capitalize Save-A-Lot with $400 million to $500 million of debt with net proceeds used to repay SVU's term loan. Assumptions also incorporate Fitch's view that Save-A-Lot would be valued at 6x-8x roughly $200 million of EBITDA if sold and that $750 million of debt repayment would be required per the company's credit facility. Fitch projects pro forma total adjusted debt/EBITDAR (based on our fiscal 2017 forecasted debt and EBITDA) to be in the high-4x range with a spin-off and in the low 4x range or in line if Save-A-Lot is divested. Pro forma free cash flow (FCF) should remain positive, reflecting reduced interest expense and lower capex without Save-A-Lot. Ratings consider that a separation of Save-A-Lot would reduce or eliminate SVU's exposure to the hard discount channel, which has better longer-term prospects than SVU's retail and wholesale operations. RECOVERY ANALYSIS Fitch's ratings on individual debt issues are based on the IDR and the expected recovery in a distressed scenario. Fitch has allocated a distressed enterprise value of $2.6 billion (after administrative claims, and assuming Save-A-Lot is not spun off) across SVU's capital structure. Fitch arrived at this valuation by multiplying an assumed post-default EBITDA of approximately $530 million by a 4.9x multiple. The post-default EBITDA assumes an approximate 30% decline in consolidated EBITDA, while a blended multiple is used to incorporate Fitch's view of a going-concern multiple for each respective business segment. The blended multiple assumes 4.0x for the retail food segment, 4.5x for the independent business and 6.5x for Save-A-Lot. The $1 billion revolving asset-backed loan (ABL) facility, which is assumed to be 70% drawn, is backed by inventories, receivables and prescription files, which Fitch collectively values at $1.3 billion. The $1.4 billion term loan is backed by real estate with a book value of $793 million and an estimated market value of $1 billion, and a pledge of the shares of Moran Foods, LLC (Save-A-Lot), which Fitch values at $1.3 billion, assuming a 6.5x multiple of EBITDA (net of allocated corporate expenses). As such, both facilities are assumed to receive a full recovery, leading to a rating on both facilities of 'BB/RR1'. The senior unsecured notes are rated 'B/RR4', implying a 30%-50% recovery in a going-concern scenario. Fitch believes that in a liquidation scenario, SVU's company pension plan's underfunding of $545 million and multiemployer pension plan's underfunding of $597 million would rank ahead of the senior unsecured notes given the unique structural priorities available to the Pension Benefit Guarantee Corporation and pension plan fiduciaries. Therefore, in a liquidation scenario, there would be no recovery to the senior notes. KEY ASSUMPTIONS Fitch's base case fiscal-year key assumptions within the rating case for SVU on a status quo basis include: -- Revenue declines about 2% in 2017 due to sales declines in retail and wholesale, and then grows by roughly 5% in 2018 due mainly to revenue from new wins in the wholesale business; -- EBITDA declines nearly 10% in 2017 to $725 million with declines moderating in 2018 due to gradual improvement in ID sales and new wholesale business; -- FCF approximates $80 million in 2017 and $70 million 2018 assuming capex remains elevated to invest in the business; -- Total adjusted debt/EBITDAR approximates 4.3x in 2017 and 4.5x 2018. Fitch's key assumptions assuming a separation of Save-A-Lot include: -- Consolidated revenue growth of 0% to down 1% assuming flat sales for wholesale beyond fiscal 2018 and low-single-digit declines at retail; -- EBITDA declines to below $500 million post separation due to margin pressure; -- FCF remains positive post separation; -- Debt paydown in the $350 million and $750 million range, depending on a spin-off or sale of Save-A-Lot; -- Pro forma total adjusted debt/EBITDAR is in the low-4.0x to high-4.0x range, depending on a spin-off or sale of Save-A- Lot. RATING SENSITIVITIES Absent a separation of Save-A-Lot, future developments that may, individually or collectively, lead to an upgrade to 'B+' include improved top line performance across each of SVU's businesses. Ratings would balance the growth potential of Save-A-Lot with long-term challenges in the retail and wholesale business. Assuming a separation of Save-A-Lot, future developments that may, individually or collectively, lead to an upgrade include stable market share trends; total adjusted debt/EBITDA sustained below 4.0x; relatively stable margins; and positive FCF. Future developments that may, individually or collectively, lead to a downgrade include consistently weak top line performance across each of the company's businesses and margin contraction that lead to negligible or negative FCF. LIQUIDITY SVU's liquidity is adequate and is supported by a $1 billion ABL credit facility, with a borrowing base management estimates will range from $900 million to $1 billion. SVU had $744 million available credit on its ABL at June 18, 2016. Absent a separation of Save-A-Lot, Fitch projects FCF of $70 million-$80 million annually over the next two years. Significant upcoming maturities are limited to $1.4 billion of term loans due March 2019. Fitch expects FCF would remain positive following a separation of Save-A-Lot business. Fitch currently has these ratings: SUPERVALU INC. -- IDR at 'B'; -- $1 billion secured revolving credit facility at 'BB/RR1'; -- $1.4 billion secured term loan at 'BB/RR1'; -- $750 million senior unsecured notes at 'B/RR4'. The Rating Outlook is Stable. TEAM ALLOYS: TA Acquisition to Hold Public Sale Today ----------------------------------------------------- TA Acquisition LLC, secured party under a security agreement made by Team Alloys Ltd fka Team Alloys LLC and Team Total Solutions LLC, will hold a public sale on Sept. 13, 2016, at 2:30 p.m. (Houston Texas Time), at the companies' office at 7350 Roundhouse Lane, Houston, Texas. Persons desiring more detailed description of the companies' assets up for sale may contact: Jeremy Blachman Representative of TA Acquisition Tel: 713-454-5460 Inquiries regarding the public sale should be directed to: Sarah Kittleman, Esq. Legal Counsel of TA Acquisition Andrews Kurth LLP 600 Travis Street, Suite 4200 Houston, TX 77002 Tel: 713-220-4559 Fax: 713-220-4285 Email: sarahkittleman@andrewskurth.com Team Alloys Ltd. -- http://www.teamalloys.com/default-- offers full machining services. The company provides drilling and tapping, beveling, taper and straight boring, orifice flanges, flat facing/lap jointing. TERRY WILLIAMS: Unsecureds to Get 15% Under Ch. 11 Plan ------------------------------------------------------- Terry Williams and Christopher Williams, Sr., filed with the U.S. Bankruptcy Court for the District of Maryland a disclosure statement dated Sept. 5, 2016, a full-text copy of which is available at http://bankrupt.com/misc/15-10973-306.pdf General unsecured creditors will receive a distribution of 15% of their allowed claims, to be distributed each month in the amount of $73.49 for an aggregate amount of $4,409.40 over 60 months beginning on the effective date. Payments and distributions under the Plan will be funded by their salary from their employment by Anne Arundel County Public Schools and their retirement income, which total $13,739 a month. The Debtors have also surrendered a vehicle, which will increase their disposable income by approximately $553. In addition, the secured debt of the loan on the vehicle will then become a reduced unsecured debt after the vehicle is sold and paid as an unsecured debt through the plan. Further, the Debtor has remained current on the mortgage since the Petition Date. While paying the prepetition arrears, the Debtors will continue to seek a loan modification, which would remove the prepetition arrears from the plan but if a loan modification is not reached, the Debtors will pay $1,522 a month for 60 months toward the arrears, which is feasible. Terry Williams and Christopher Williams, Sr., filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-11099) on February 1, 2016. The Debtors are represented by: Diana Klein, Esq. KLEIN & ASSOCIATES, LLC 2450 Riva Road, Suite 200 Annapolis, MD 21401 TRU TAJ: Fitch Assigns CCC Rating on $583MM Sr. Secured Notes ------------------------------------------------------------- Fitch Ratings has assigned a rating of 'CCC/RR4' to the recently issued $583 million of 12% senior secured notes due Aug. 15, 2021, at the recently formed entity TRU Taj LLC, an indirectly owned subsidiary of Toys 'R' Us, Inc. (Toys, or the Holdco). The notes were issued through exchange offers and private placements, which, along with cash, are being used to fully address Holdco's $450 million 10.375% senior unsecured notes due 2017 and $192 million of its $400 million 7.375% senior unsecured notes due 2018. The 2017 notes were exchanged at par while the 2018 notes were exchanged at 90% of par. Post this transaction, $208.3 million of 2018 notes remains outstanding which we expect to be addressed through future exchanges or paid down with cash. The new notes offer improved terms relative to the existing notes, with a higher coupon rate and secured status in the capital structure. The notes are secured by a stock pledge in certain international subsidiaries, including guarantors of the European asset-backed loan (ABL). Toys is also working on refinancing the $725 million of 8.5% senior secured notes due December 2017 that were issued by its subsidiary Toys 'R' Us Property Company II, LLC (Propco II). Toys is working with Bank of America, Goldman Sachs and Lazard to refinance this debt and explore various structures, including accessing the CMBS and mezzanine financing markets. In its 8-K filed Aug. 16, 2016, Toys disclosed that its advisors retained Cushman & Wakefield to perform an appraisal of Propco II properties. The aggregate of the individual values under the Leased at Market Rent and Dark Value scenarios as of the end of April was estimated at $878.8 million and $617.9 million, respectively. Additionally, Propco II had $115 million of cash and cash equivalents as of April 30, 2016. This suggests that the cash at the entity and $600 million to $625 million in new financing should address this maturity. Fitch has also affirmed the Issuer Default Rating (IDRs) for Toys 'R' Us, Inc. (Toys, or the Holdco), Toys 'R' Us - Delaware, Inc., Toys 'R' Us Property Co. II, LLC, and Toys 'R' Us Property Co. I, LLC. KEY RATING DRIVERS EBITDA Expected to Cross $800MM Given Recent Improvements EBITDA (Fitch calculated) improved to $753 million in 2015 from $597 million in 2014 and $517 million in 2013. This reflects the benefit from cost reduction initiatives launched in 2014 which are expected to yield $325 million in savings by the end of 2016 and comp store sales that have stabilized over the past three quarters on the back of strong industry growth. Fitch expects Toys could cross $800 million in EBITDA this year, assuming flat-to-modestly positive comparable store sales (comps), gross margin decline of 50 bps and some further reduction in SG&A expense, which should enable Toys to generate modest free cash flow (FCF). Long-Term Headwinds Remain Long term, Fitch believes Toys faces both competitive and secular headwinds and the company will continue to be a share donor. Within the toy industry, Toys has faced a multi-decade onslaught of competition from discounters like Wal-Mart and more recently online-only players such as Amazon leading to market share losses in recent years. Toy industry characteristics have left Toys vulnerable to market share losses. Fitch views Toys as disadvantaged for the following reasons: -- The toy industry is extremely seasonal, with discounters using toys to drive traffic (at low margin or even as loss leaders) into their stores during the holiday period. This challenge is made more acute by the fact that Toys essentially drives 75% of its EBITDA and virtually all its cash flow in the fourth quarter and is limited in its ability to drive sales productivity to cover fixed costs during non-holiday periods. -- The industry is hit-driven, with a small number of SKUs or popular toys driving a high percentage of sales. As a result, Toys generates only a marginal benefit from having the breadth of product it offers relative to other categories such as auto parts, crafts and vitamins. -- Due to the brand-focused nature of toy purchases, Toys has had difficulty developing a private label program. The company has also been unable to drive differentiation via product exclusives from vendors. As a result, Toys has not benefitted from unique merchandise content. While Toys' recent deal to sell Mattel's American Girl products is a step in the right decision, there may not be enough opportunities to drive a more meaningful scale. -- Sales assistance has not emerged as a competitive advantage for Toys, given relatively easy purchase decisions and online information availability. -- As toys are typically a gift purchase, an inviting in-store experience - compared to a discount or online shopping experience - has not benefitted Toys. Moreover, the company's limited FCF generation would preclude significant store-level investment even if an improved experience could drive positive comps. In Fitch's view, Toys needs to invest further to improve its price perception and build out its omnichannel infrastructure. Its current online penetration, at approximately 14% and 7% of domestic (including Canada) and rest-of-world revenue in 2015, respectively, lags the overall industry, especially in its core categories, such as Baby and Core Toys, where Fitch estimates online penetration is in the low- to mid-20% range domestically. Even if online sales resume low- to mid-teens growth (after growing 8.3% in 2015), thereby adding 100 bps-150 bps to overall same-store sales, it may not be adequate to offset if domestic same-store sales trends at the store level worsen from recent levels (estimated at negative 2% in 2014/2015). In recent years, the traditional toy industry has also been negatively impacted by low birth rates in developed markets (more than 80% of sales are in the U.S., Europe and Japan) and the increased penetration of 'screen-based' play. Purchases of board games and dolls have evolved into purchases of software and apps, which can occur online and not in a physical store. Fitch expects play habits to continue this evolution, with traditional toy category growth challenged. As a result, Fitch expects same store sales to remain modestly negative over the longer term and EBITDA to peak at around $800 million to $850 million. At these levels, Toys will not be able to grow out of its capital structure and will largely remain dependent on favorable credit markets to refinance debt on an ongoing basis. KEY ASSUMPTIONS -- Fitch assumes slightly flat to modestly positive comps over the next 24 months, based on flattish domestic comps and modestly positive international comps. -- EBITDA is expected to grow modestly over the next two years, potentially reaching $800 million in 2016, on gross margin decline of 50 bps and SG&A reduction of 3%. EBITDA is expected to be in the $800 million to $850 million range in 2017/2018. -- FCF, which was breakeven in 2015, could improve to $100 million annually beginning 2016, absent any swings in working capital. -- Leverage could improve from 7x in 2015 toward the low-6x range by 2018. RATING SENSITIVITIES Positive: A positive rating action could result if there is sustainable improvement in Toys' domestic same-store sales and online traffic - which would indicate stable and/or improved market share - without material erosion in the EBITDA margin. Negative: A negative rating action could result if comps in the U.S. and international businesses revert to mid-single-digit declines and/or gross margins decline meaningfully without any offset from cost reductions. This would indicate more severe market share losses and lead to tighter liquidity than Fitch's current expectation over the next 18-24 months. LIQUIDITY The company had liquidity of $1.6 billion comprising $458 million in cash and $1.1 billion in availability under the $1.85 billion ABL as of April 30, 2016. FCF, which was breakeven in 2015, could improve to $100 million in 2016, absent any swings in working capital. Excess availability under its domestic ABL revolver during the peak working capital season in 2016 is expected to be comparable to the $780 million in 2015. FULL LIST OF RATING ACTIONS ISSUE RATINGS BASED ON RECOVERY ANALYSIS For issuers with IDRs at 'B+' and below, Fitch performs a recovery analysis for each class of obligations. Issue ratings are derived from the IDR and the relevant Recovery Rating (RR) and notching based on expected recoveries in a distressed scenario for each of the company's debt issues and loans. Toys' debt is at three types of entities: operating companies (OpCo); property companies (PropCos); and HoldCos, with a structure summary as follows: Toys 'R' Us, Inc. (HoldCo) (I) Toys 'R' Us-Delaware, Inc. (Toys-Delaware) is a subsidiary of HoldCo. (a) Toys 'R' Us Canada (Toys-Canada) is a subsidiary of Toys- Delaware. (b) Toys 'R' Us Property Co. II, LLC (PropCo II) is a subsidiary of Toys-Delaware. (II) Toys 'R' Us Property Co. I, LLC (PropCo I) is a subsidiary of HoldCo. (III) TRU Taj LLC, an indirectly owned subsidiary of Holdco. OpCo Debt Fitch takes the higher of liquidation value or enterprise value (based on 5.0x-5.5x multiple applied to the stressed EBITDA) at the OpCo levels - Toys-Delaware and Toys-Canada and the international entities that provide a stock pledge to the debt at TRU Taj LLC. The 5.0x-5.5x is consistent with the low end of the 10-year valuation for the public retail space and Fitch's average distressed multiple across the retail portfolio. The stressed enterprise value (EV) is adjusted for 10% administrative claims. Toys-Canada Toys has a $1.85 billion ABL revolver with Toys-Delaware as the lead borrower, and this contains a $200 million subfacility in favor of Canadian borrowers. Any assets of the Canadian borrower and its subsidiaries secure only the Canadian liabilities (including the Canadian portion of the FILO term loan). The $200 million subfacility is more than adequately covered by the EV calculated based on stressed EBITDA at the Canadian subsidiary. Therefore, the fully recovered subfacility is reflected in the recovery of the consolidated $1.85 billion revolver discussed below. The residual value of approximately $200 million is applied toward the ABL revolving facility and term loan. Toys-Delaware At the Toys-Delaware level, recovery on the various debt tranches is based on: the liquidation value of the domestic assets at the Toys-Delaware level, estimated at over $1.5 billion; estimated value for Toys' trademarks and IP assets, which are held at Geoffrey, LLC as a wholly owned subsidiary of Toys-Delaware; equity residual from Toys-Canada; and the benefit to the B-4 term loan from an unsecured guarantee from the indirect parent of PropCo I. The $1.85 billion revolver is secured by a first lien on inventory and receivables of Toys-Delaware. In allocating an appropriate recovery, Fitch has considered the liquidation value of domestic inventory and receivables assumed at seasonal peak, at the end of the third quarter, and has applied advance rates of 75% and 80%, respectively. Fitch assumes $1.3 billion, or approximately 70%, of the facility commitment is drawn under the revolver. The facility is fully recovered and is therefore rated 'B/RR1'. The FILO term loan is secured by the same collateral as the $1.85 billion ABL facility and ranks second in repayment priority relative to the ABL. The FILO tranche is governed by the residual borrowing base within the ABL facility and benefits from a lien against 15% of the estimated value of real estate at Toys-Canada. The facility is rated 'B/RR1' based on outstanding recovery prospects (91%-100%), as it benefits from the excess liquidation value of domestic inventory and A/R and the recovery on the Canadian real estate. The $1.025 billion B-4 term loan benefits from the same credit support as the existing B-2 and B-3 term loans, which includes a first lien on all present and future IP, trademarks, copyrights, patents, websites and other intangible assets and a second lien on the ABL collateral. It also benefits from an unsecured guaranty by the indirect parent of PropCo I and is secured by a first-priority pledge on two-thirds of the Canadian subsidiary stock. After prorating the value of the IP assets (estimated at $350 million), the residual equity in Toys-Canada, and applying the benefit from the guaranty by the indirect parent of PropCo I, the B-4 term loan is expected to have good recovery prospects (51%-70%), and is therefore rated 'CCC+/RR3'. The $200 million in remaining B-2 and B-3 term loans are rated 'CCC/RR4' as they are expected to have average recovery prospects (31%-50%) mainly from their prorated claim against the IP assets. The $22 million 8.75% debentures due Sept. 1, 2021, have poor recovery prospects (0%-10%) and are therefore rated 'CC/RR6'. PropCo Debt At the PropCo levels - PropCo I, PropCo II and other international PropCos - LTM net operating income (NOI) is stressed at 20%. PropCo I and PropCo II are set up as bankruptcy-remote entities with a 20-year master lease through 2029 covering all the properties within the entities, which requires Toys-Delaware to pay all costs and expenses related to leasing these properties from these two entities. The ratings on the PropCo debt reflect a distressed capitalization rate of 12% applied to the stressed NOI of the properties to determine a going-concern valuation. The stressed rates reflect downtime and capital costs that would need to be incurred to re-tenant the space. Applying these assumptions to the $725 million 8.50% senior secured notes at PropCo II and the $923 million senior unsecured term loan facility at PropCo I results in recovery in excess of 90%. Therefore, these facilities are rated 'B/RR1'. The PropCo II notes are secured by 123 properties. The PropCo I unsecured term loan facility benefits from a negative pledge on all PropCo I real estate assets, which includes around 320 properties. As described above, the residual value of approximately $260 million after fully recovering the $923 million term loan at PropCo I is applied towards the Delaware B-4 term loan via an unsecured guaranty by the indirect parent of PropCo I. TRU Taj LLC Debt The notes are secured by a stock pledge in certain international subsidiaries, including guarantors of the European ABL and the EBITDA associated with these pledged entities was $152 million in 2015, calculated on a covenant basis. Fitch applied a 5x multiple to each entity's EBITDA (stressed at 15%-20% from current levels), subtracted out any entity level debt, and then applied the remaining value against the $583 million new notes. This resulted in average recovery (31%-50%) and the notes are therefore rated 'CCC/RR4'. Toys 'R' Us, Inc. - HoldCo Debt The $208 million 7.375% unsecured notes due Oct. 15, 2018, (and the $577 million senior notes due to Toys-Delaware that are considered pari passu with the publicly traded HoldCo notes) have poor recovery prospects (0%-10%) because there is no residual value flowing in from the wholly owned subsidiaries. Therefore, they are rated 'CC/RR6'. Fitch has affirmed these ratings: Toys 'R' Us, Inc. -- IDR at 'CCC'; -- Senior unsecured notes at 'CC/RR6' Fitch has removed the Rating Watch Negative on the senior unsecured notes. Toys 'R' Us - Delaware, Inc. -- IDR at 'CCC'; -- Secured revolver at 'B/RR1'; -- Secured FILO term loan at 'B/RR1' -- Secured B-4 term loan at 'CCC+/RR3' -- Secured B-2 and B-3 term loans at CCC/RR4'; -- Senior unsecured notes at 'CC/RR6'. Toys 'R' Us Property Co. II, LLC -- IDR at 'CCC'; -- Senior secured notes at 'B/RR1'. Toys 'R' Us Property Co. I, LLC -- IDR at 'CCC'; -- Senior unsecured term Loan facility at 'B/RR1'. Fitch has assigned these ratings: TRU Taj LLC -- IDR at 'CCC'; -- Senior secured notes at 'CCC/RR4'. VALLEJO, CA: Man Beaten by Police Entitled to $50K, Court Says -------------------------------------------------------------- The American Bankruptcy Institute, citing Bob Egelko of San Francisco Gate, reported that a man who was clubbed by Vallejo police while trying to walk away from them in 2003 is entitled to $50,000 in damages plus legal fees, a federal appeals court ruled in rejecting officers' arguments that the damages should be slashed because the city later filed for bankruptcy. According to the report, Vallejo's 2008 bankruptcy, California's largest municipal insolvency in 15 years, left its creditors with only 20 to 30 cents for every dollar they were owed. But the Ninth U.S. Circuit Court of Appeals said Jason Deocampo's suit and the jury's verdict were aimed at the officers who injured him, not the city that employed them, the report related. Deocampo's lawyers said he was a bystander on an evening in March 2003 when officers grabbed another man, Jaquezs Berry, and slammed him to the ground, the report further related. Deocampo and another bystander, Jesus Grant, asked the officers why they were beating Berry and told them it was wrong, the report further related. Officer Jason Potts told them to leave, and Deocampo started walking away, but Potts followed him, shoved him, and clubbed him, which resulting to him suffering injuries to his knees and back, the report said. About Vallejo, California Vallejo -- http://www.ci.vallejo.ca.us/-- is a city in Solano County, California in the United States. As of the 2000 census, the city had a total population of 116,760. It is located in the San Francisco Bay Area on the northern shore of San Pablo Bay. It was named for General Mariano Guadalupe Vallejo. Vallejo filed for protection under Chapter 9 of the U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, after it was unable to persuade labor unions to accept salary concessions as the recession began cutting into local government tax collections nationwide. Marc A. Levinson, Esq., and Norman C. Hile, Esq., at Orrick, Herrington & Sutcliffe LLP in Sacramento, California, represented the City. The city estimated $500 million to $1 billion in assets and $100 million to $500 million in debts in its petition. According to Vallejo's comprehensive annual report for the year ended June 30, 2007, the city has $983 million in assets and $358 million in debts. In August 2011, Vallejo was given green light to exit the municipal reorganization. The Chapter 9 plan restructures $50 million of publicly held debt secured by leases on public buildings. Although the Plan doesn't affect pensions, it adjusts the claims and benefits of current and former city employees. A federal judge released the city of Vallejo from bankruptcy on Nov. 1, 2011. VERSUM MATERIALS: Moody's Assigns Ba2 CFR; Outlook Stable --------------------------------------------------------- Moody's Investors Service has assigned first-time ratings to Versum Materials, Inc., including a Ba2 Corporate Family Rating (CFR). Versum is currently a wholly-owned subsidiary of Air Products and Chemicals, Inc., but is expected to be spun off as a standalone entity by the end of the third quarter of 2016. Moody's assigned Ba1 ratings to Versum's proposed $775 million senior secured credit facilities, including an undrawn $200 million revolving credit facility and $575 million term loan, and a Ba3 rating to the proposed $425 million senior unsecured notes. Proceeds from the transaction will be used to fund a $550 million dividend to Air Products, fund a debt-for-debt exchange of $425 million, and pay transaction-related fees and expenses. Moody's also assigned a Speculative Grade Liquidity Rating ("SGL") of SGL-2, indicating good liquidity to support operations in the near-term. The rating outlook is stable. "Versum will start out with adequate credit metrics for the Ba2 rating and should generate solid cash flow in 2017. Our most significant credit concerns are the sustainability of profit margins, which have increased significantly over the past few years, and management's appetite for acquisitions as an independent company, which we believe could be necessary over a longer horizon to meet shareholder expectations," said Ben Nelson, Moody's Vice President and lead analyst for Versum Materials, Inc. Assignments: Issuer: Versum Materials, Inc. Corporate Family Rating, Assigned Ba2; Probability of Default Rating, Assigned Ba2-PD; Speculative Grade Liquidity Rating, Assigned SGL-2; Senior Secured Revolving Credit Facility, Assigned Ba1 (LGD3); Senior Secured Term Loan, Assigned Ba1 (LGD3); and Senior Unsecured Notes, Assigned Ba3 (LGD5). Outlook Actions: Outlook, Assigned Stable. RATINGS RATIONALE The Ba2 CFR is supported by high profit margins compared to rated peers in the chemical industry, solid market positions in key products, expectations for strong cash flow conversion, and expected adherence to relatively conservative financial policies and targets compared to other speculative-grade chemical companies. The rating is constrained by significant leverage at closing, reliance on the cyclical semiconductor industry for the vast majority of earnings and cash flow, substantial customer concentration consistent with the structure of the semiconductor industry, meaningful technology risk, potential for elevated pricing pressure as volumes increase in the intermediate term, and short-term carve-out risk until Versum develops a track record independent of Air Products. Moody's expects that the company will maintain adjusted EBITDA margins in excess of 30%, generate retained cash flow-do-debt of at least 15% (RCF/Debt), and free cash flow-to-debt of at least 8% (FCF/Debt). Moody's expects that the company will generate sufficient earnings and cash flow to reduce adjusted financial leverage from the low 3 times (Debt/EBITDA) at closing to the mid 2 times by the end of 2018. The reduction in leverage is expected to provide financial flexibility to pursue bolt-on and mid-sized acquisitions of complementary products and technologies. The rating takes into consideration the anticipated cyclicality of the business driven by the potential impact of both industry-specific issues in the semiconductor industry and the potential impact of a general economic downturn. The rating assumes that the company will be able to maintain adjusted financial leverage near 4 times, generate retained cash flow-to-debt of at least 10%, and maintain at least $125 million of liquidity if financial performance weakens due to these factors. The rating would not have the same tolerance if Versum's financial performance weakens for company-specific reasons, such as reduced content due to substitution of key products, loss of a major customer, or higher-than-expected costs related to operating as a standalone company. The Ba1 ratings assigned to the senior secured credit facilities, one notch above the Ba2 CFR reflects a first lien security interest on substantially all assets of the company's domestic subsidiaries. The notching uplift on the secured debt is limited by the significant percentage of secured debt in the capital structure and the significant percentage of assets held by non-guarantor subsidiaries. The Ba3 rating assigned to the senior unsecured notes, one notch below the Ba2 CFR, reflects effective subordination to the secured credit facilities. The SGL-2 reflects expectations for good liquidity to support operations in the near-term. Moody's expects that the company will generate sufficient EBITDA to cover interest, taxes, capital spending, and regular dividends at least through 2017. The company will also have access to an undrawn $200 million revolving credit facility. The credit agreement is expected to contain only a first lien leverage ratio test set at customary levels. Moody's does not foresee any covenant violations in the near-term. The stable outlook assumes that the company will maintain adjusted financial leverage below 3.5 times, retained cash flow-to-debt of at least 12%, and at least $150 million of available liquidity. Moody's could upgrade the rating with expectations on a through-the-cycle basis for adjusted financial leverage sustained below 3 times, retained cash flow-to-debt above 20%, and at least $200 million of available liquidity. An upgrade likely would also require further product diversification and an increase in size to over $1.5 billion. Moody's could downgrade the rating with expectations for adjusted financial leverage above 3.5 times, retained cash flow-to-debt below 12%, or substantive deterioration in liquidity. The principal methodology used in these ratings was Global Chemical Industry Rating Methodology published in December 2013. Versum Materials, Inc., employs applications technology to provide solutions to the semiconductor industry through chemical synthesis, analytical technology, process engineering, and surface science. Products include high-purity process materials, cleaners and etchants, slurries, organosilanes, organometallics, and equipment. Over 80% of the company's revenue is derived from the memory and logic segments of the semiconductor industry. Versum generated $935 million of revenue and $308 million of management-adjusted EBITDA on a pro forma basis for the twelve months ended June 30, 2016. VERTELLUS SPECIALTIES: Court Approves Sale of Assets to Lenders --------------------------------------------------------------- Vertellus Specialties Inc., a global manufacturer of fine and specialty chemicals, on Sept. 8, 2016, disclosed that the U.S. Bankruptcy Court has approved the anticipated sale of substantially all of Vertellus Specialties Inc.'s assets to the Company's existing term loan lenders as outlined in the agreement first announced on May 31, 2016. The Court's decision on Sept. 8 follows the successful resolution of all remaining objections raised by the Company's creditors, environmental regulators and other business partners to allow for a consensual asset sale. The transaction is expected to be completed by the end of September. "Vertellus is extremely grateful for the cooperation of our lenders, environmental regulators, creditors and other business partners in working through the remaining issues over the holiday weekend and clearing the way for a swift approval of the agreement we firmly believe is in the best interest of all parties," said Richard Preziotti, President and Chief Executive Officer. "Vertellus will very soon achieve our objective of becoming a financially stronger company that is well positioned to compete ??? and succeed -- in today's global markets, and that is great news for our employees, customers, suppliers and everyone who depends on our business. We thank everyone who contributed to this positive outcome and look forward to being an even stronger business partner moving forward." Vertellus will operate much as it does today under the new ownership and Board structure. The Company will continue to execute on its current business strategy with an unwavering focus on safety, quality, growth and productivity. It will remain in its Indianapolis headquarters, continue producing in all of its plants and be led by the current management team. Vertellus Performance Chemicals, the sodium borohydride (SBH) business, is also expected to operate as usual. The business will continue to be owned by Wind Point Partners and receive the same support services from Vertellus Specialties Inc. Vertellus Specialties Inc. is advised in this transaction by DLA Piper, Jefferies and FTI Consulting. The lenders are advised in this transaction by Milbank, Tweed and Moelis & Company. 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 SEIJAS: Unsecureds to Get Less 0.20% if BoA Prevails in Lien ------------------------------------------------------------------- Victor and Cecilia Seijas filed with the U.S. Bankruptcy Court for the Southern District of Florida an amended disclosure statement describing the Debtors' amended plan of reorganization. The Debtors commit their disposable income to payment of holders of Class 12 claims -- which consists of allowed unsecured claims, including undersecured, wholly unsecured claims, or claims stripped off of the Debtors' properties -- over the five-year Plan. Allowed Unsecured Claims are estimated at $37,429,082.45. Total disposable income to be paid to the Class 12 creditors over the five-year Plan is $73,620. This will result in an estimated 0.20% distribution on each Class 12 Allowed Unsecured Claim claim. The Amended Plan provides that the distribution to Class 12 Claims assumes that the Debtor prevails on its motion to value the lien of BOA regarding Seico Construction Corp stock owned by the Debtors. If BOA was to prevail and be afforded the lien on the stock, then the distribution available to unsecured creditors would be substantially reduced in that the Debtor would have to devote a substantial portion of their income to maintain ownership of the entity that affords them income to make the distribution to unsecured creditors. Class 12 is impaired under the Plan. The plan payments will be made from the Debtors' disposable income as calculated from the Debtors' projected income and expenses. The Amended Disclosure Statement is available at: http://bankrupt.com/misc/flsb14-33499-134.pdf 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 Oct. 22, 2104. The Debtor is assigned to Judge Robert A. Mark. VIZIENT INC: S&P Affirms 'B' CCR on Pact to Sell Subsidiary ----------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on Vizient Inc. The rating outlook is stable. At the same time, S&P raised its rating on the company's first-lien credit facilities to 'B+' from 'B' and revised the recovery rating on this debt to '2' from '3'. The '2' recovery rating reflects S&P's expectation for substantial (70%-90%, at the lower end of the range) recovery in the event of a payment default. The sale of Vizient's subsidiary, National IPA, representing less than 5% of S&P's 2017 projected revenues, is consistent with its commitment to the health care marketplace. Given its small size and nonstrategic focus, S&P has not revised its assessment of the company's business profile, despite the modest decline in margin, because National IPA generated strong margins. Leverage will be little changed. "The ratings reflect Vizient's high leverage as a result of the recent acquisition of MedAssets' Spend and Clinical Management (SCM) segment as well as its analytics and consulting arm, Sg2," said S&P Global Ratings credit analyst David Peknay. It also reflects the company's specialized focus as a GPO, or a negotiator of supply contracts, and provider of analytical services to hospitals and other health care providers. These vulnerabilities are partially offset by S&P's belief that Vizient has become the clear market-leading GPO after its recent acquisition of MedAssets' SCM segment. S&P views the health care GPO industry as relatively stable because of its relatively long (three to five year) contract terms, high recurring revenues, and fairly high level of consolidation. Although hospitals do purchase supplies on their own without GPOs, and also use regional GPOs, S&P estimates the top four players will constitute 85% of the national GPO market after the SCM acquisition. The stable rating outlook reflects S&P's expectation that the company's revenue will grow organically--excluding the impact of the divestiture--at a mid-single-digit rate. It also reflects S&P's view that despite cost pressures on providers, the company's EBITDA margin will expand this year and next year, primarily because of the MedAssets acquisition, including cost synergies. S&P could lower the rating if the company's revenue declines at a low-single-digit rate and margins are 200 basis points lower than S&P's expectations. In this scenario, S&P projects that cash flow would be minimal. S&P believes this could occur if the company experiences pricing pressure from its clients or faces contract losses. S&P could raise the rating if leverage declines below 5x. S&P views this scenario as unlikely over the next year given integration risks related to the acquisition, high leverage, and S&P's expectation of modest cash flow generation this year. WALTER ENERGY: Court Approves Sale of Canadian Assets to Conuma --------------------------------------------------------------- Walter Energy Canada Holdings, Inc., on Sept. 9, 2016, disclosed that the court approved sale of its Canadian assets to Conuma Coal Resources Limited ("Conuma"), a member of the ERP Group of Companies, has closed. Conuma intends to resume mining operations at the Brule Mine in the near future and may resume other mining operations in the area in 2017. Walter Energy Canada and certain of its affiliates and partnerships obtained creditor protection under the Companies' Creditors Arrangement Act (Canada) (the "CCAA") pursuant to an Initial Order granted on December 7, 2015. The sale of the Company's assets was approved by order of the Supreme Court of British Columbia, pronounced on August 16, 2016. The sale represents the successful conclusion of the Canadian assets sale of Walter Energy Canada's sale and investment solicitation process, commenced in January of this year. Walter Energy Canada intends to pursue a transaction for its interests in the Walter United Kingdom assets. The Walter United Kingdom entities are not subject to creditor protection. Walter Energy Canada is a holding company for the Canadian and UK operations of Walter Energy, Inc. of Birmingham, Alabama. Walter Energy Canada and Walter United Kingdom were not part of the U.S. chapter 11 filing of Walter Energy, Inc. on July 15, 2015 and were not included in the asset purchase agreement that Walter Energy, Inc. entered into on November 5, 2015. About Walter Energy Walter Energy, Inc. -- http://www.walterenergy.com/-- is a metallurgical coal producer for the global steel industry with strategic access to steel producers in Europe, Asia and South America. The Company also produces thermal coal, anthracite, metallurgical coke and coal bed methane gas, with operations in the United States, Canada and the United Kingdom. For the year ended Dec. 31, 2014, the Company reported a net loss of $471 million following a net loss of $359 million in 2013. Walter Energy and its affiliates sought Chapter 11 protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham, Alabama on July 15, 2015, after signing a restructuring support agreement with first-lien lenders. Walter Energy disclosed total assets of $5.2 billion and total debt of $5 billion as of March 31, 2015. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree Deakins LLP, as labor and employment counsel; Maynard, Cooper & Gale, P.C., as special counsel; PJT Partners LP serves as investment banker, replacing Blackstone Advisory Services, L.P.; AlixPartners, LLP, as financial advisor, and Kurtzman Carson Consultants LLC, as claims and noticing agent. The Bankruptcy Administrator for the Northern District of Alabama appointed an Official Committee of Unsecured Creditors and an Official Committee of Retirees. The Creditors Committee tapped Morrison & Foerster LLP and Christian & Small LLP as attorneys. The Retiree Committee retained Adams & Reese LLP and Jenner & Block LLP as attorneys. The informal group of certain unaffiliated First Lien Lenders and First Lien Noteholders -- Steering Committee -- retained Akin, Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard Freres & Co. LLC as financial advisor. WESLEY MEDICAL: Hires Hall Booth Smith as Counsel ------------------------------------------------- Wesley Medical Staffing, Inc., seeks authorization from the U.S. Bankruptcy Court for the Northern District of California to employ Hall Booth Smith, PC as special counsel for the Debtor. The Debtor requires the assistance of special counsel to represent the Debtor with respect to the Debtor's employment matters including the negotiation and preparation of an employment contract for a key employee in the State of Georgia. HBS will be paid at these hourly rates: Attorney/Partners $300 Associates $225 Paralegals $150 Jeffery Saxby, Esq., partner of the firm Hall Booth Smith, PC, assured the Court that the firm does not represent any interest adverse to the Debtor and its estates. HBS may be reached at: Jeffery Saxby, Esq. Hall Booth Smith, P.C., 191 Peachtree Street NE, Suite 2900 Atlanta, GA 30303 Tel: 404.954.6931 About Wesley Medical Staffing, Inc. Wesley Medical Staffing, Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No. 15-31557) on Dec. 21, 2015. Craig K. Welch, Esq., at the Law Office Of Craig K. Welch serves as the Debtor's bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. ZAMINDAR PROPERTIES: Case Summary & 2 Unsecured Creditors --------------------------------------------------------- Debtor: Zamindar Properties, LLC 293 Pleasantville Drive Midland, PA 15059 Case No.: 16-23385 Chapter 11 Petition Date: September 9, 2016 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Judge: Hon. Carlota M. Bohm Debtor's Counsel: Donald R. Calaiaro, Esq. CALAIARO VALENCIK 428 Forbes Ave., Suite 900 Pittsburgh, PA 15219 Tel: 412-232-0930 Fax: 412-232-3858 E-mail: dcalaiaro@c-vlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Joann Jenkins, president. A copy of the Debtor's list of two unsecured creditors is available for free at http://bankrupt.com/misc/pawb16-23385.pdf [*] Deloitte's Robichaux Bags TMA Award for CRO Work at Toumey -------------------------------------------------------------- Deloitte CRG's restructuring professional Louis E. Robichaux IV has been recognized for his work in serving as Chief Restructuring Officer for Tuomey Healthcare System as part of a larger team of advisors winning the 2016 Turnaround Management Association's (TMA) Non-Profit Company Transaction of the Year award. Tuomey is a general acute care hospital in Sumter, S.C., that provides compressive hospital and physician services to residents in South Carolina's Sumter, Lee and Clarendon counties. Tuomey is also the primary source of health care for Shaw Air Force Base. During 2014-2015, Deloitte CRG's restructuring professionals -- along with a top-flight team of legal and other advisors -- helped Tuomey to complete a partnership affiliation transaction, pay its creditors in full, fully resolve its $237 million litigation verdict, and preserve 1500 local jobs, all while avoiding bankruptcy. More importantly, the affiliation transaction not only preserved, but enhanced Tuomey's (now named Palmetto Health Tuomey) future ability to provide critical health care services to the citizens of its service areas. Reflecting on the favorable outcome of the transaction, Deloitte CRG principal Louis Robichaux said, "I am thrilled and humbled to have been part of an amazing team of Tuomey executives, lawyers and advisors who spared no amount of effort and energy to help Tuomey achieve this result. I'm particularly proud of the fact that Toumey will continue providing critical health care services in Sumter, Lee and Clarendon counties as part of Palmetto Health, the largest health system in South Carolina." Kirk Blair, Deloitte Advisory Corporate Restructuring Group leader, added, "Restructuring work is very intense and specialized. It requires unique skills to address complex challenges and achieve outstanding results. I couldn't be more proud of the team of people TMA recognized with this award." Details on Deloitte CRG's role in Tuomey is available on TMA's Web site at https://is.gd/DQ55Yc The TMA awards press release is available at https://is.gd/vCgFJS [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE OU1 GR 114.7 (43.7) (34.6) ABSOLUTE SOFTWRE ABT2EUR EU 114.7 (43.7) (34.6) ABSOLUTE SOFTWRE ALSWF US 114.7 (43.7) (34.6) ABSOLUTE SOFTWRE ABT CN 114.7 (43.7) (34.6) ADV MICRO DEVICE AMD SW 3,316.0 (413.0) 925.0 ADV MICRO DEVICE AMD US 3,316.0 (413.0) 925.0 ADV MICRO DEVICE AMD* MM 3,316.0 (413.0) 925.0 ADV MICRO DEVICE AMDCHF EU 3,316.0 (413.0) 925.0 ADV MICRO DEVICE AMD QT 3,316.0 (413.0) 925.0 ADV MICRO DEVICE AMDUSD SW 3,316.0 (413.0) 925.0 ADV MICRO DEVICE AMD TE 3,316.0 (413.0) 925.0 ADV MICRO DEVICE AMD GR 3,316.0 (413.0) 925.0 ADV MICRO DEVICE AMD TH 3,316.0 (413.0) 925.0 ADVANCED EMISSIO OXQ1 GR 36.6 (10.5) (11.2) ADVANCED EMISSIO ADES US 36.6 (10.5) (11.2) ADVANCEPIERRE FO APFHEUR EU 1,149.4 (335.7) 180.5 ADVANCEPIERRE FO APFH US 1,149.4 (335.7) 180.5 ADVENT SOFTWARE ADVS US 424.8 (50.1) (110.8) AERIE PHARMACEUT AERIEUR EU 120.1 (17.4) 94.1 AERIE PHARMACEUT AERI US 120.1 (17.4) 94.1 AERIE PHARMACEUT 0P0 GR 120.1 (17.4) 94.1 AEROJET ROCKETDY AJRDEUR EU 2,000.1 (108.0) 100.6 AEROJET ROCKETDY GCY TH 2,000.1 (108.0) 100.6 AEROJET ROCKETDY GCY GR 2,000.1 (108.0) 100.6 AEROJET ROCKETDY AJRD US 2,000.1 (108.0) 100.6 AIR CANADA AC CN 14,539.0 (673.0) (496.0) AIR CANADA ACDVF US 14,539.0 (673.0) (496.0) AIR CANADA ADH2 GR 14,539.0 (673.0) (496.0) AIR CANADA ACEUR EU 14,539.0 (673.0) (496.0) AIR CANADA ADH2 TH 14,539.0 (673.0) (496.0) AK STEEL HLDG AK2 TH 3,918.3 (300.6) 665.0 AK STEEL HLDG AK2 GR 3,918.3 (300.6) 665.0 AK STEEL HLDG AKS US 3,918.3 (300.6) 665.0 AK STEEL HLDG AKS* MM 3,918.3 (300.6) 665.0 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMYLIN 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INC AZ5 GR 8,464.1 (1,863.3) (422.1) AVID TECHNOLOGY AVID US 273.7 (289.0) (88.5) AVID TECHNOLOGY AVD GR 273.7 (289.0) (88.5) AVINTIV SPECIALT POLGA US 1,991.4 (3.9) 322.1 AVON - BDR AVON34 BZ 3,638.1 (397.3) 702.1 AVON PRODUCTS AVP CI 3,638.1 (397.3) 702.1 AVON PRODUCTS AVP TH 3,638.1 (397.3) 702.1 AVON PRODUCTS AVP GR 3,638.1 (397.3) 702.1 AVON PRODUCTS AVP* MM 3,638.1 (397.3) 702.1 AVON PRODUCTS AVP US 3,638.1 (397.3) 702.1 BARRACUDA NETWOR CUDA US 430.7 (19.3) (28.8) BARRACUDA NETWOR 7BM GR 430.7 (19.3) (28.8) BARRACUDA NETWOR CUDAEUR EU 430.7 (19.3) (28.8) BARRACUDA NETWOR 7BM QT 430.7 (19.3) (28.8) BENEFITFOCUS INC BTF GR 164.8 (31.8) (0.2) BENEFITFOCUS INC BNFT US 164.8 (31.8) (0.2) BLUE BIRD CORP 1291067D US 310.3 (99.1) (7.6) BLUE BIRD CORP BLBD US 310.3 (99.1) (7.6) BOMBARDIER INC-B BBDBN MM 23,871.0 (3,918.0) 1,670.0 BOMBARDIER-B OLD BBDYB BB 23,871.0 (3,918.0) 1,670.0 BOMBARDIER-B W/I BBD/W CN 23,871.0 (3,918.0) 1,670.0 BRINKER INTL EAT2EUR EU 1,472.7 (213.1) (255.7) 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1,457.6 (110.4) (103.8) CARRIZO OIL&GAS CRZO US 1,457.6 (110.4) (103.8) CARRIZO OIL&GAS CO1 GR 1,457.6 (110.4) (103.8) CASELLA WASTE WA3 GR 631.6 (22.2) (6.0) CASELLA WASTE CWST US 631.6 (22.2) (6.0) CEB INC FC9 GR 1,509.2 (71.7) (153.6) CEB INC CEB US 1,509.2 (71.7) (153.6) CEDAR FAIR LP FUN US 2,072.4 (28.4) (104.7) CEDAR FAIR LP 7CF GR 2,072.4 (28.4) (104.7) CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CHOICE HOTELS CHH US 843.4 (373.8) 118.7 CHOICE HOTELS CZH GR 843.4 (373.8) 118.7 CINCINNATI BELL CBB US 1,423.2 (217.0) (48.0) CINCINNATI BELL CIB GR 1,423.2 (217.0) (48.0) CLEAR CHANNEL-A C7C GR 5,698.1 (966.4) 682.6 CLEAR CHANNEL-A CCO US 5,698.1 (966.4) 682.6 CLEARSIDE BIOMED CLSD US 4.5 (4.3) 1.2 CLIFFS NATURAL R CVA TH 1,851.0 (1,678.9) 403.1 CLIFFS NATURAL R CLF2EUR EU 1,851.0 (1,678.9) 403.1 CLIFFS NATURAL R CLF* MM 1,851.0 (1,678.9) 403.1 CLIFFS NATURAL R CVA GR 1,851.0 (1,678.9) 403.1 CLIFFS NATURAL R CVA QT 1,851.0 (1,678.9) 403.1 CLIFFS NATURAL R CLF US 1,851.0 (1,678.9) 403.1 COGENT COMMUNICA OGM1 GR 626.4 (29.4) 142.2 COGENT COMMUNICA CCOI US 626.4 (29.4) 142.2 COHERUS BIOSCIEN CHRSEUR EU 251.1 (61.9) 128.6 COHERUS BIOSCIEN CHRS US 251.1 (61.9) 128.6 COHERUS BIOSCIEN 8C5 TH 251.1 (61.9) 128.6 COHERUS BIOSCIEN 8C5 GR 251.1 (61.9) 128.6 COMMUNICATION 8XC GR 2,851.7 (1,247.6) - COMMUNICATION CSAL US 2,851.7 (1,247.6) - CPI CARD GROUP I CPB GR 277.1 (91.0) 56.9 CPI CARD GROUP I PNT CN 277.1 (91.0) 56.9 CPI CARD GROUP I PMTS US 277.1 (91.0) 56.9 CVR NITROGEN LP RNF US 241.4 (166.3) 12.0 CYAN INC CYNI US 112.1 (18.4) 56.9 CYAN INC YCN GR 112.1 (18.4) 56.9 DELEK LOGISTICS D6L GR 381.8 (9.3) 15.3 DELEK LOGISTICS DKL US 381.8 (9.3) 15.3 DENNY'S CORP DENN US 293.2 (52.7) (44.5) DENNY'S CORP DE8 GR 293.2 (52.7) (44.5) DIRECTV DTV US 25,321.0 (3,463.0) 1,360.0 DIRECTV DTV CI 25,321.0 (3,463.0) 1,360.0 DIRECTV DTVEUR EU 25,321.0 (3,463.0) 1,360.0 DOMINO'S PIZZA DPZ US 652.3 (1,914.8) 93.7 DOMINO'S PIZZA EZV TH 652.3 (1,914.8) 93.7 DOMINO'S PIZZA EZV GR 652.3 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2,304.5 (52.8) (153.6) GCP APPLIED TECH 43G GR 1,034.5 (149.7) 254.9 GCP APPLIED TECH GCP US 1,034.5 (149.7) 254.9 GENTIVA HEALTH GHT GR 1,225.2 (285.2) 130.0 GENTIVA HEALTH GTIV US 1,225.2 (285.2) 130.0 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 GUIDANCE SOFTWAR ZTT GR 71.8 (1.7) (22.1) GUIDANCE SOFTWAR GUID US 71.8 (1.7) (22.1) GYMBOREE CORP/TH GYMB US 1,162.6 (309.2) 28.7 HCA HOLDINGS INC 2BH TH 33,205.0 (6,498.0) 3,699.0 HCA HOLDINGS INC HCA US 33,205.0 (6,498.0) 3,699.0 HCA HOLDINGS INC HCAEUR EU 33,205.0 (6,498.0) 3,699.0 HCA HOLDINGS INC 2BH GR 33,205.0 (6,498.0) 3,699.0 HECKMANN CORP-U HEK/U US 421.9 (75.1) (51.4) HEWLETT-PACKA-WI HPQ-W US 27,224.0 (3,926.0) (712.0) HOVNANIAN-A-WI HOV-W US 2,388.8 (151.9) 1,377.8 HP COMPANY-BDR HPQB34 BZ 27,224.0 (3,926.0) (712.0) HP INC HPQ TE 27,224.0 (3,926.0) (712.0) HP INC HPQ CI 27,224.0 (3,926.0) (712.0) HP INC HPQ* MM 27,224.0 (3,926.0) (712.0) HP INC HWP QT 27,224.0 (3,926.0) (712.0) HP INC 7HP TH 27,224.0 (3,926.0) (712.0) HP INC HPQ US 27,224.0 (3,926.0) (712.0) HP INC 7HP GR 27,224.0 (3,926.0) (712.0) HP INC HPQCHF EU 27,224.0 (3,926.0) (712.0) HP INC HPQ SW 27,224.0 (3,926.0) (712.0) HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) IBI GROUP INC IBG CN 257.9 (13.2) 118.6 IDEXX LABS IX1 TH 1,489.2 (8.5) (1.7) IDEXX LABS IDXX US 1,489.2 (8.5) (1.7) IDEXX LABS IX1 QT 1,489.2 (8.5) (1.7) IDEXX LABS IX1 GR 1,489.2 (8.5) (1.7) INFOR ACQUISIT-A IAC/A CN 233.2 (2.7) 1.8 INFOR ACQUISITIO IAC-U CN 233.2 (2.7) 1.8 INFOR US INC LWSN US 6,048.5 (796.8) (226.4) INNOVIVA INC INVA US 378.1 (363.1) 175.8 INNOVIVA INC HVE GR 378.1 (363.1) 175.8 INTERNATIONAL WI ITWG US 325.1 (11.5) 95.4 INTERUPS INC ITUP US 0.0 (0.3) (0.3) INVENTIV HEALTH VTIV US 2,167.0 (791.3) 142.1 IPCS INC IPCS US 559.2 (33.0) 72.1 ISRAMCO INC IRM GR 145.1 (0.9) 14.0 ISRAMCO INC ISRL US 145.1 (0.9) 14.0 ISRAMCO INC ISRLEUR EU 145.1 (0.9) 14.0 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 J CREW GROUP INC JCG US 1,455.8 (786.1) 86.9 JACK IN THE BOX JACK US 1,291.5 (167.5) (85.1) JACK IN THE BOX JACK1EUR EU 1,291.5 (167.5) (85.1) JACK IN THE BOX JBX GR 1,291.5 (167.5) (85.1) JOEY NEW YORK IN JOEY US 0.1 (4.2) (4.2) JUST ENERGY GROU JE CN 1,229.1 (191.7) (118.1) JUST ENERGY GROU JE US 1,229.1 (191.7) (118.1) JUST ENERGY GROU 1JE GR 1,229.1 (191.7) (118.1) KADMON HOLDINGS KDMN US 45.9 (256.6) (33.4) L BRANDS INC LTD GR 7,541.0 (1,129.0) 1,141.0 L BRANDS INC LB* MM 7,541.0 (1,129.0) 1,141.0 L BRANDS INC LBEUR EU 7,541.0 (1,129.0) 1,141.0 L BRANDS INC LTD QT 7,541.0 (1,129.0) 1,141.0 L BRANDS INC LTD TH 7,541.0 (1,129.0) 1,141.0 L BRANDS INC LB US 7,541.0 (1,129.0) 1,141.0 LANTHEUS HOLDING 0L8 GR 259.3 (166.4) 78.9 LANTHEUS HOLDING LNTH US 259.3 (166.4) 78.9 LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9 LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9 LEE ENTERPRISES LEE US 715.2 (122.1) (24.8) LORILLARD INC LLV GR 4,154.0 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MEDLEY MANAGE-A MDLY US 107.6 (30.3) 38.7 MERITOR INC MTOREUR EU 2,084.0 (596.0) 155.0 MERITOR INC MTOR US 2,084.0 (596.0) 155.0 MERITOR INC AID1 GR 2,084.0 (596.0) 155.0 MERRIMACK PHARMA MP6 GR 150.0 (201.6) 28.1 MERRIMACK PHARMA MACKEUR EU 150.0 (201.6) 28.1 MERRIMACK PHARMA MP6 QT 150.0 (201.6) 28.1 MERRIMACK PHARMA MACK US 150.0 (201.6) 28.1 MICHAELS COS INC MIK US 2,001.0 (1,707.8) 531.0 MICHAELS COS INC MIM GR 2,001.0 (1,707.8) 531.0 MIDSTATES PETROL MPO1EUR EU 729.3 (1,495.1) 12.9 MONEYGRAM INTERN MGI US 4,290.8 (221.2) (12.5) MOODY'S CORP DUT GR 5,044.9 (369.5) 1,883.7 MOODY'S CORP MCOEUR EU 5,044.9 (369.5) 1,883.7 MOODY'S CORP MCO US 5,044.9 (369.5) 1,883.7 MOODY'S CORP DUT TH 5,044.9 (369.5) 1,883.7 MOTOROLA SOLUTIO MTLA TH 8,467.0 (678.0) 1,502.0 MOTOROLA SOLUTIO MTLA GR 8,467.0 (678.0) 1,502.0 MOTOROLA SOLUTIO MTLA QT 8,467.0 (678.0) 1,502.0 MOTOROLA SOLUTIO MOT TE 8,467.0 (678.0) 1,502.0 MOTOROLA SOLUTIO MSI US 8,467.0 (678.0) 1,502.0 MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) - MSG NETWORKS- A MSGN US 806.5 (1,120.0) 168.7 MSG NETWORKS- A 1M4 TH 806.5 (1,120.0) 168.7 MSG NETWORKS- A MSGNEUR EU 806.5 (1,120.0) 168.7 MSG NETWORKS- A 1M4 GR 806.5 (1,120.0) 168.7 NATHANS FAMOUS NFA GR 77.7 (70.5) 51.9 NATHANS FAMOUS NATH US 77.7 (70.5) 51.9 NATIONAL CINEMED NCMI US 1,045.7 (166.4) 91.5 NATIONAL CINEMED XWM GR 1,045.7 (166.4) 91.5 NAVIDEA BIOPHARM NAVB IT 8.7 (63.9) (55.5) NAVISTAR INTL NAV US 5,719.0 (5,134.0) 239.0 NAVISTAR INTL IHR TH 5,719.0 (5,134.0) 239.0 NAVISTAR INTL IHR GR 5,719.0 (5,134.0) 239.0 NAVISTAR INTL IHR QT 5,719.0 (5,134.0) 239.0 NEFF CORP-CL A NEFF US 681.2 (163.1) 2.3 NEKTAR THERAPEUT NKTR US 463.1 (39.3) 239.0 NEKTAR THERAPEUT ITH GR 463.1 (39.3) 239.0 NEW ENG RLTY-LP NEN US 193.6 (31.2) - NORTHERN OIL AND NOG US 465.4 (429.8) (10.8) NTELOS HOLDINGS NTLS US 611.1 (39.9) 104.9 OCH-ZIFF CAPIT-A OZM US 1,375.1 (356.2) - OCH-ZIFF CAPIT-A 35OA GR 1,375.1 (356.2) - OMEROS CORP OMER US 46.1 (49.0) 18.0 OMEROS CORP 3O8 TH 46.1 (49.0) 18.0 OMEROS CORP 3O8 GR 46.1 (49.0) 18.0 OMEROS CORP OMEREUR EU 46.1 (49.0) 18.0 OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) ONCOMED PHARMACE OMED US 181.9 (43.5) 121.7 ONCOMED PHARMACE O0M GR 181.9 (43.5) 121.7 PALM INC PALM US 1,007.2 (6.2) 141.7 PAPA JOHN'S INTL PP1 GR 487.2 (9.3) 18.4 PAPA JOHN'S INTL PZZA US 487.2 (9.3) 18.4 PBF LOGISTICS LP 11P GR 458.6 (128.0) 65.8 PBF LOGISTICS LP PBFX US 458.6 (128.0) 65.8 PENN NATL GAMING PN1 GR 5,142.8 (606.9) (197.8) PENN NATL GAMING PENN US 5,142.8 (606.9) (197.8) PHILIP MORRIS IN PM1EUR EU 34,802.0 (10,799.0) 3,374.0 PHILIP MORRIS IN PM1 TE 34,802.0 (10,799.0) 3,374.0 PHILIP MORRIS IN PM US 34,802.0 (10,799.0) 3,374.0 PHILIP MORRIS IN 4I1 TH 34,802.0 (10,799.0) 3,374.0 PHILIP MORRIS IN 4I1 GR 34,802.0 (10,799.0) 3,374.0 PHILIP MORRIS IN PMI EB 34,802.0 (10,799.0) 3,374.0 PHILIP MORRIS IN PM FP 34,802.0 (10,799.0) 3,374.0 PHILIP MORRIS IN 4I1 QT 34,802.0 (10,799.0) 3,374.0 PHILIP MORRIS IN PMI SW 34,802.0 (10,799.0) 3,374.0 PHILIP MORRIS IN PMI1 IX 34,802.0 (10,799.0) 3,374.0 PHILIP MORRIS IN PM1CHF EU 34,802.0 (10,799.0) 3,374.0 PINNACLE ENTERTA PNK US 3,966.8 (332.9) (106.8) PINNACLE ENTERTA 65P GR 3,966.8 (332.9) (106.8) PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLY GEM HOLDINGS PG6 GR 1,292.6 (57.6) 280.6 PLY GEM HOLDINGS PGEM US 1,292.6 (57.6) 280.6 POLYMER GROUP-B POLGB US 1,991.4 (3.9) 322.1 PROTECTION ONE PONE US 562.9 (61.8) (7.6) QUALITY DISTRIBU QLTY US 413.0 (22.9) 102.9 QUALITY DISTRIBU QDZ GR 413.0 (22.9) 102.9 QUINTILES TRANSN QTS GR 3,962.8 (228.7) 836.3 QUINTILES TRANSN Q US 3,962.8 (228.7) 836.3 RADIO ONE INC-A ROIA US 1,350.6 (53.0) 116.6 RADIO ONE-CL D ROIAK US 1,350.6 (53.0) 116.6 REATA PHARMACE-A RETA US 114.4 (212.1) 52.9 REATA PHARMACE-A 2R3 GR 114.4 (212.1) 52.9 REGAL ENTERTAI-A RETA GR 2,572.9 (872.3) (86.1) REGAL ENTERTAI-A RGC US 2,572.9 (872.3) (86.1) REGAL ENTERTAI-A RGC* MM 2,572.9 (872.3) (86.1) RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTECH NITROGEN 2RN GR 241.4 (166.3) 12.0 RENTPATH LLC PRM US 208.0 (91.7) 3.6 RESOLUTE ENERGY REN US 317.5 (321.8) 15.2 RESOLUTE ENERGY RENEUR EU 317.5 (321.8) 15.2 RESOLUTE ENERGY R21 GR 317.5 (321.8) 15.2 REVLON INC-A RVL1 GR 1,914.8 (561.7) 296.2 REVLON INC-A REV US 1,914.8 (561.7) 296.2 RLJ ACQUISITI-UT RLJAU US 127.7 (14.8) 18.1 ROUNDY'S INC RNDY US 1,095.7 (92.7) 59.7 ROUNDY'S INC 4R1 GR 1,095.7 (92.7) 59.7 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 RYERSON HOLDING 7RY GR 1,630.0 (112.1) 679.6 RYERSON HOLDING 7RY TH 1,630.0 (112.1) 679.6 RYERSON HOLDING RYI US 1,630.0 (112.1) 679.6 SALLY BEAUTY HOL SBH US 2,091.1 (282.9) 690.6 SALLY BEAUTY HOL S7V GR 2,091.1 (282.9) 690.6 SANCHEZ ENERGY C SN US 1,240.5 (703.2) 288.2 SANCHEZ ENERGY C 13S GR 1,240.5 (703.2) 288.2 SANCHEZ ENERGY C 13S TH 1,240.5 (703.2) 288.2 SANCHEZ ENERGY C SN* MM 1,240.5 (703.2) 288.2 SBA COMM CORP-A SBJ TH 7,436.3 (1,607.6) (513.6) SBA COMM CORP-A SBJ GR 7,436.3 (1,607.6) (513.6) SBA COMM CORP-A SBACEUR EU 7,436.3 (1,607.6) (513.6) SBA COMM CORP-A SBAC US 7,436.3 (1,607.6) (513.6) SCIENTIFIC GAM-A SGMS US 7,465.1 (1,666.9) 491.7 SCIENTIFIC GAM-A TJW GR 7,465.1 (1,666.9) 491.7 SEARS HOLDINGS SHLD US 10,614.0 (2,693.0) 672.0 SEARS HOLDINGS SEE GR 10,614.0 (2,693.0) 672.0 SEARS HOLDINGS SEE QT 10,614.0 (2,693.0) 672.0 SEARS HOLDINGS SEE TH 10,614.0 (2,693.0) 672.0 SILVER SPRING NE SSNIEUR EU 449.4 (12.3) 15.2 SILVER SPRING NE 9SI GR 449.4 (12.3) 15.2 SILVER SPRING NE SSNI US 449.4 (12.3) 15.2 SILVER SPRING NE 9SI TH 449.4 (12.3) 15.2 SIRIUS XM CANADA XSR CN 291.5 (139.8) (175.5) SIRIUS XM CANADA SIICF US 291.5 (139.8) (175.5) SIRIUS XM HOLDIN RDO TH 8,139.8 (775.1) (1,605.5) SIRIUS XM HOLDIN RDO GR 8,139.8 (775.1) (1,605.5) SIRIUS XM HOLDIN SIRI US 8,139.8 (775.1) (1,605.5) SONIC CORP SO4 GR 679.7 (58.5) 98.7 SONIC CORP SONC US 679.7 (58.5) 98.7 SONIC CORP SONCEUR EU 679.7 (58.5) 98.7 SQL TECHNOLOGIES SQFL US 15.1 (69.1) (61.0) SUPERVALU INC SJ1 TH 4,373.0 (383.0) 203.0 SUPERVALU INC SVU* MM 4,373.0 (383.0) 203.0 SUPERVALU INC SVU US 4,373.0 (383.0) 203.0 SUPERVALU INC SJ1 GR 4,373.0 (383.0) 203.0 TAILORED BRANDS TLRD* MM 2,184.6 (88.7) 719.8 TAILORED BRANDS TLRD US 2,184.6 (88.7) 719.8 TAILORED BRANDS WRMA GR 2,184.6 (88.7) 719.8 TAUBMAN CENTERS TCO US 3,786.8 (36.5) - TAUBMAN CENTERS TU8 GR 3,786.8 (36.5) - TRANSDIGM GROUP T7D GR 10,570.5 (808.2) 2,204.8 TRANSDIGM GROUP T7D QT 10,570.5 (808.2) 2,204.8 TRANSDIGM GROUP TDG SW 10,570.5 (808.2) 2,204.8 TRANSDIGM GROUP TDG US 10,570.5 (808.2) 2,204.8 TRANSDIGM GROUP TDGEUR EU 10,570.5 (808.2) 2,204.8 TRANSDIGM GROUP TDGCHF EU 10,570.5 (808.2) 2,204.8 ULTRA PETROLEUM UPLMQ US 1,292.9 (2,996.0) 259.4 ULTRA PETROLEUM UPM GR 1,292.9 (2,996.0) 259.4 ULTRA PETROLEUM UPLEUR EU 1,292.9 (2,996.0) 259.4 UNISYS CORP USY1 GR 2,241.6 (1,273.6) 310.3 UNISYS CORP UIS1 SW 2,241.6 (1,273.6) 310.3 UNISYS CORP UIS US 2,241.6 (1,273.6) 310.3 UNISYS CORP USY1 TH 2,241.6 (1,273.6) 310.3 UNISYS CORP UISCHF EU 2,241.6 (1,273.6) 310.3 UNISYS CORP UISEUR EU 2,241.6 (1,273.6) 310.3 VECTOR GROUP LTD VGR QT 1,479.5 (175.4) 584.8 VECTOR GROUP LTD VGR US 1,479.5 (175.4) 584.8 VECTOR GROUP LTD VGR GR 1,479.5 (175.4) 584.8 VENOCO INC VQ US 295.3 (483.7) (509.8) VERISIGN INC VRS TH 2,314.2 (1,127.3) 468.5 VERISIGN INC VRS GR 2,314.2 (1,127.3) 468.5 VERISIGN INC VRSN US 2,314.2 (1,127.3) 468.5 VERIZON TELEMATI HUTC US 110.2 (101.6) (113.8) VERSO CORP - A VRS US 2,523.0 (1,302.0) 57.0 VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) WEIGHT WATCHERS WW6 TH 1,265.8 (1,266.4) (146.1) WEIGHT WATCHERS WTW US 1,265.8 (1,266.4) (146.1) WEIGHT WATCHERS WW6 GR 1,265.8 (1,266.4) (146.1) WEIGHT WATCHERS WTWEUR EU 1,265.8 (1,266.4) (146.1) WEST CORP WSTC US 3,546.6 (522.4) 269.5 WEST CORP WT2 GR 3,546.6 (522.4) 269.5 WESTMORELAND COA WLB US 1,743.2 (573.1) (41.5) WINGSTOP INC WING US 116.8 (0.1) 6.7 WINGSTOP INC EWG GR 116.8 (0.1) 6.7 WINMARK CORP GBZ GR 42.8 (21.9) 13.6 WINMARK CORP WINA US 42.8 (21.9) 13.6 YRC WORLDWIDE IN YRCWEUR EU 1,886.0 (359.8) 271.7 YRC WORLDWIDE IN YEL1 GR 1,886.0 (359.8) 271.7 YRC WORLDWIDE IN YEL1 TH 1,886.0 (359.8) 271.7 YRC WORLDWIDE IN YRCW US 1,886.0 (359.8) 271.7 YUM! BRANDS INC YUMCHF EU 8,184.0 (331.0) (400.0) YUM! BRANDS INC TGR GR 8,184.0 (331.0) (400.0) YUM! BRANDS INC YUM SW 8,184.0 (331.0) (400.0) YUM! BRANDS INC YUM US 8,184.0 (331.0) (400.0) YUM! BRANDS INC TGR TH 8,184.0 (331.0) (400.0) YUM! BRANDS INC YUMUSD SW 8,184.0 (331.0) (400.0) YUM! BRANDS INC YUMEUR EU 8,184.0 (331.0) (400.0) YUM! BRANDS INC TGR QT 8,184.0 (331.0) (400.0) ZIOPHARM ONCOLOG ZIOP US 128.0 (52.0) 110.7 ZIOPHARM ONCOLOG WEK TH 128.0 (52.0) 110.7 ZIOPHARM ONCOLOG ZIOPEUR EU 128.0 (52.0) 110.7 ZIOPHARM ONCOLOG WEK GR 128.0 (52.0) 110.7 ********* 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 ***