/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/161010.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, October 10, 2016, Vol. 20, No. 283 Headlines 10SCHALK LLC: Selling East Orange Properties to Caleca for $900K 124 WEST MADISON: Taps Norgaard O'Boyle as Legal Counsel 2747 CAMELBACK: Plan Confirmation Hearing Set for Oct. 25 4LICENSING CORP: Taps Tomlins & Peters as Legal Counsel 611 COMMERCIAL: Hearing on Disclosure Statement on Nov. 22 624 STANYAN: Taps St. James Law as Counsel 7470 COMMERCIAL: Hires Schwartz Flansburg as Counsel A GREENER GLOBE: Ch. 11 Trustee Taps Diepenbrock as Counsel ABEINSA HOLDING: PGE Allowed to Pursue Oregon Suit AC I TOMS RIVER: Artificially Impairs Unsecured Class, RCG Says AC I TOMS: Tibor Klein Tries To Block OK for 2nd Amended Disclosure ACTUANT CORP: Egan-Jones Lowers Sr. Unsecured Ratings to BB ADVANCED PRIMARY: Disclosure Statement Hearing on Oct. 27 AE JEWELERS: Taps Bollenbeck Fyfe as Legal Counsel ALEXANDER TORRES: Carmax To Be Paid $569 Per Month Under Plan ALLIED CONSOLIDATED: Unsecureds to Get 100% Recovery Under Plan ALLY FINANCIAL: Provides Dodd-Frank Act Stress Test Estimates ALPHATEC HOLDINGS: CFO Michael O'Neill Quits ALPHATEC HOLDINGS: May Issue 1.43 Million Shares Under Plans ALTOMARE AUTO: Hires Arent Fox as Counsel AMERICAN EQUITY: Fitch Affirms 'BB+' Rating on 6.625% Sr. Notes AMERICAN INTERNATIONAL: Former Chief Ends Testimony in Fraud Case AMERICAN SUNBELT: Employs Candace Rubin as Real Estate Broker ANDREW L. COLEMAN: Nov. 4 Hearing to Approve Disclosure Statement ANTIOCH CO: Court Upholds SRR Expert Testimony in ESOP Dispute AOXING PHARMACEUTICAL: Posts $2.24 Million Net Income for 2016 ARNOLD MILLER: Unsecureds To Get Monthly Payments of $1,219 AVACEND INC: Wants to Use Hamilton State Bank Cash Collateral BACKGROUND IMAGES: Allowed to Use Cash Collateral Until Dec. 2 BAERG REAL PROPERTY: Wants to Use Fannie Mae Cash Collateral BANK OF COMMERCE: Taps Hovde as Financial Advisor BARRY L. BINGHAM: Plan Confirmation Hearing Set for Oct. 24 BARRY S. MITTELBERG: Taps Advantage Law Group as Legal Counsel BEAZER HOMES: Closes Tack-on Offering of $100M Senior Notes BILL BARRETT: Posts Updated October Investor Presentation BING ENERGY: Wants Plan Filing Deadline Moved to March 2017 BIRDSTONE INC: Ordered to Pay $8,500 to Lender BLANKENSHIP FARMS: Employs Robert Vandiver as Special Counsel BLUE LEOPARD: Barrington Capital To Get $1,520 Over 36 Months BLUEBERRY TWIST: Unsecureds To Get Monthly Payment of $5,000 BUNGE LTD: Fitch Affirms 'BB+' Rating on Preference Shares CAESARS ENTERTAINMENT: Fitch Puts 'CC' IDR on CreditWatch Positive CAL DIVE: Hires Investment Recovery and Donna Gottschalk CAPE COD: To Continue To Run Commercial Laundry Business Under Plan CARIBBEAN TRANSPORT: Hires Otero Marrero as Accountant CARNEGIE EMS: Court Sets Oct. 31 Deadline for Filing Plan CARTER TABERNACLE: Hires Winderweedle Haines as Bankruptcy Counsel CHIEFTAIN STEEL: Can Use United Cumberland Cash on Final Basis CHIROPLUS OF LOCUS: Unsecureds to Get 10% Recovery in 5 Yrs. CHIROPLUS OF LOCUST: Hearing on Plan Outline Set For Nov. 15 CHOCTAW GENERATION: Fitch Affirms 'B' Rating on $235.9MM Notes CHOCTAW RESORT: S&P Affirms Then Withdraws 'BB-' ICR CHRISTIAN FAMILY: Chapter 11 Case Dismissed CHURCH HILL: Can Access First Tennessee Bank Cash Collateral CITIES GRILL: Court Allows Interim Use of Cash Collateral CLAIREX TECHNOLOGIES: Unsecureds To Be Fully Paid Over 15 Quarters CLAYTON WILLIAMS: Appoints Chief Financial Officer CLEAR CREEK RETIREMENT: Plan Confirmation Hearing Set for Oct. 24 COASTAL CABINETS: Disclosures Conditionally OK'd; Dec. 5 Hearing COMMUNICATIONS SALES: Fitch Affirms 'BB-' IDR on UP-REIT Structure CONCORDIA INT'L: Moody's Assigns B1 Senior Secured Notes Rating CONCORDIA INTERNATIONAL: S&P Affirms 'B' CCR; Outlook Negative CONDADO RESTAURANT: Needs Until Oct. 10 to Submit Chapter 11 Plan CONNECT TRANSPORT: Meeting to Form Creditors' Panel Set for Oct. 19 CONTINENTAL EXPLORATION: Trustee Selling to Thunder for $775K CONTROL SYSTEMS: Independence Bank to Get $8K Per Month at 4.5% CORNERSTONE DENTISTRY: Can Use BNG Cash Collateral on Final Basis COSI INC: Court Allows Cash Collateral Use on Interim Basis COSI INC: Hires Mirick O'Connell as Counsel COSI INC: Hires O'Connor Group as Financial Consultant COTY INC: S&P Assigns 'BB+' CCR; Outlook Stable CUI GLOBAL: Heartland Advisors Reports 10.5% Stake as of Sept. 30 DALE PROPERTIES: Case Summary & 3 Unsecured Creditors DESERT SPRINGS: Sale Hearing on Shortened Notice Denied DM RECORDS: Unsecureds to Get $37,544 Over 3 Years at 0.18% E Z MAILING SERVICES: Hearing on Plan Outline Set For Nov. 1 E-WORLD USA: Pun Group LLP Raises Going Concern Doubt EAC 9540 ENTERPRISES: Taps Joyce W. Lindauer as Legal Counsel EAST COAST FOODS: Seeks to Hire Artyem Ishagulyan as Accountant EL VOLCAN: Hires Multiser Tax as Accountants EMR ELECTRIC: Court Extends Exclusivity Periods EMR ELECTRIC: Plan Proposes To Pay Unsecureds Within Five Years ENCLAVE AT HILLSBORO: Hires Schroeder as Special Counsel EPICENTER PARTNERS: Committee Seeks Approval to Hire New Counsel ERICKSON INCORPORATED: Del. Court Okays Class Action Stipulation ERICKSON INCORPORATED: Further Amends Wells Fargo Credit Agreement ESP RESOURCES: Court Extends Plan Filing Period Through Dec. 5 EXCELITAS TECHNOLOGIES: S&P Lowers CCR to 'CCC+', Outlook Negative FIELDPOINT PETROLEUM: Amends Forbearance Agreement with Citibank FILIP TECHNOLOGIES: Meeting to Form Creditors' Panel Set for Oct.14 FILIP TECHNOLOGIES: Proposes Nov. 7 Auction for Assets FILIP TECHNOLOGIES: Want $1.24-Mil. DIP Loan from AT&T Capital FIRED UP: Hires Lewis Brisbois as Special Counsel FLOWORKS INT'L: Moody's Lowers Corporate Family Rating to Caa3 FLOYD INDUSTRIES: Can Use United Cumberland Cash Until Dec. 16 FOREST PARK: SSG Acted as Advisor on THR Settlement FORMOSA HAMILTON: Taps Diaz and Associates as Legal Counsel FOTV MEDIA: Recurring Losses Raises Going Concern Doubt FPMI SOLUTIONS: Wants to Use Western Alliance Cash Collateral FREEDOM COMMUNICATIONS: FTI Tapped to Review PBGC Claims FRESH & EASY: Wants More Time to File Plan as Talks Continue GAINESVILLE ALF: Taps Theodore Stapleton as Bankruptcy Counsel GARDA WORLD: Fitch Affirms 'B+' IDR; Outlook Stable GARDEN FRESH: Meeting to Form Creditors' Panel Set for Oct. 13 GARRETT PROPERTIES: Unsecureds To Recover 1% Under Plan GAWKER MEDIA: Plan Embodies Intercompany Settlement on Allocation GAWKER MEDIA: Plan Filing Deadlines Extended to Dec. 7 & 9 GEI HOLDINGS: Hires Davis Law as Attorney GF FINANCE: Employs Brady Martz as Accountants GF FINANCE: Taps Pearson Christensen as Special Counsel GINKO ROSE: Selling Los Angeles Property to MNW for $1.2M GLENCORP INC: Unsecureds to Get 50% of Equipment Sale Net Proceeds GO BOLLYWOOD: Hearing to Confirm Creditor's Plan Set for Nov. 3 GOLDEN MARINA CAUSEWAY: Has Until Dec. 6 to File Chapter 11 Plan GOLFSMITH INT'L: Sale Procedures Approved, Oct. 19 Auction Set GOLFSMITH INTERNATIONAL: Hires Alvarez & Marsal to Provide CRO GOLFSMITH INTERNATIONAL: Hires Weil Goshal as Attorneys GOLFSMITH INTERNATIONAL: Taps Prime Clerk as Advisor GR HOSPITALITY: Can Use Lakeland West Cash Collateral GREATER BETHLEHEM: Sale of Chicago Property for $790K Approved GROVE PLAZA PARTNERS: Unsecureds To Recoup 15.5%-100% Under Plan GULF COAST: Unsecureds To Get $7.5K Per Month at 5.1% for 7 Yrs. GULFPORT ENERGY: S&P Assigns 'B+' Rating on $650MM Sr. Notes HALCON RESOURCES: Units Assign 100% Membership Interests of HK TMS HEALTH DIAGNOSTIC: Court Disallows Former Execs' Admin Claims HEARING HELP: Authorized to Use Better Hearing Cash Until Oct. 31 HEBREW HEALTH: PCO Hires Coan Lewendon as Counsel HEENA HOSPITALITY: Taps Randall H. Anderson as Accountant HENRY SAINT JOHN: Status Conference Continued to Dec. 20 HERNAN VELEZ JUAN: $100,000 Note to Pay Unsecureds in 5 Yrs. HIDALGO ACCOMMODATIONS: Taps Yorke & Associates as Accountants HILTZ WASTE DISPOSAL: Can Use Cash Collateral on Interim Basis HME HOLDINGS: Hires Conde & Associates as Bankruptcy Counsel HOMER CITY: Moody's Lowers Senior Secured Bonds Rating to 'Ca' IDERA PHARMACEUTICALS: Plans to Offer $50-Mil. Common Stock INNOVATIVE CONSTRUCTION: Amended Disclosure Statement Due Oct. 21 INTELACLOUD LLC: Hearing on Disclosure Statement Set For Nov. 30 INTERNATIONAL SHIPHOLDING: Seeks Court Approval to Employ OCPs INTERNATIONAL SHIPHOLDING: Taps Postlethwaite as Accountant ION GEOPHYSICAL: S&P Raises CCR to 'CCC+'; Outlook Negative IRIS CONNEX: Case Summary & 13 Unsecured Creditors ISLANDWIDE LOGISTICS: Hires Conde & Associates as Attorney ISLE OF CAPRI CASINOS: Egan-Jones Cuts Comm. Paper Rating to B JESSIE PAUL OGLE: Plan Confirmation Hearing Set for Nov. 3 JOHN KNOX: Fitch Assigns 'BB+' Rating on $40.1MM Revenue Bonds JOHN M KENNEDY: Hires Altagen as Bankruptcy Counsel JOYCE LEE: Hires Nguyen Stephen as Counsel JUAN R. RODRIGUEZ: Nov. 16 Plan Confirmation Hearing KATHY DRIVE: Hires DiLucci as Bankruptcy Counsel KB HOME: Fitch Affirms 'B+' IDR; Outlook Stable KEETON HEALTHCARE: To Put $2.7K in Unsecureds' Account for 52 Mos. KESWICK REAL: Amends Plan Outline's Pro Rata Payment Amounts KEVAN GREEN: Court Denies Approval of Plan Outline KHANH VAN TONG: Disclosure Statement Hearing Set for Nov. 17 KIMBERLY HELEN WOOD-STAPLES: Nov. 16 Plan Confirmation Hearing KLEEN LAUNDRY: Unsecured Creditors to Get 21% Under Plan KRONOS INC: Moody's Affirms B3 Corp. Family Rating, Outlook Stable KUBCO DECANTER: Court Allows Use of Amegy Bank Cash Collateral KUEHG CORP: Proposed Repricing Does Not Impact Moody's B3 CFR L & R FAMILY: Can Use Cash Collateral on Interim Basis LAST CALL: Creditors Panel Hires Pachulski Stang as Counsel LASTING IMPRESSIONS: Hires Exit First as Real Estate Broker LB STEEL: Hires Crane Heyman as Special Counsel LIBERTY INDUSTRIES: Hires Furr and Cohen as Attorney LMM SPORTS: Plan Confirmation Hearing Set for Oct. 31 LOMAX HACKING: Unsecured to Get Pro Rata Recovery Under Plan LOWELL & SONS: Taps Michael D. O'Brien as Legal Counsel M&R CHARLESTON: Unsecureds To Recover 50% Under Plan M. SANNUTI DEVELOPMENT: Voluntary Chapter 11 Case Summary MAGNETATION LLC: Global Settlement on Winding Down Biz Approved MAHI LLC: Has Until Oct. 26 to Use United Community Bank Cash MARILYN DEREGGI: Unsecureds To Recoup 8.8% Under Plan MASTROIANNI BROS: Gets Approval to Hire Hodgson Russ as Counsel MAXUS ENERGY: Wants Exclusive Filing Period Moved to February 2017 MCDAIN GOLF CENTER: Unsecureds To Get $36,000 Over 60 Months MCNEILL GROUP: Hires Friedman LLP as Accountant MF GLOBAL: Jon Corzine May Avoid Trial with $5-Mil. Settlement MGM RESORTS: Signs 5-Year Employment Contract with CEO MICHAEL WAYNE ROBINSON: Schumacher to Be Paid in Full Under Plan MICROVISION INC: Names Col. Yalon Farhi as Director MIMM CONDOMINIUM: Provide AFP 103 With Cash Use Budget, Court Says MINNIE BOWERS SMITH: Court Dismisses Bankruptcy Case MRMS PROPERTY: Court Authorizes Use of Cash Collateral MULTIMEDIA PLATFORMS: Files for Chapter 11 After to TRO NAKED BRAND: To Sell $7.5 Million Worth of Securities NATIVE ENVIRONMENTAL: First Amended Disclosure Statement Filed NEW YORK LIGHT: Revised Unsecureds Recovery Under Amended Plan NJOY INC: Hires SierraConstellation as Financial Advisor NORTHERN MEADOWS: Hires CCG as Financial Advisor NORTHERN MEADOWS: Wants to Use $403K Cash Collateral NORTHWOOD PROPERTIES: Sale of Milton Property for $650K Approved OAK PARENT: Moody's Assigns B1 Corporate Family Rating OLLARD SQUARE: Voluntary Chapter 11 Case Summary OUTER HARBOR: Wants to File Chapter 11 Plan by December 27 OXTON PLACE: Seeks to Employ Theodore Stapleton as Counsel PALOSKI SALON: Wants to Use Cash Collateral of American Express PATRICIA SHOCKLEY: Plan Confirmation Hearing Set for Nov. 10 PENTON BUSINESS: S&P Puts 'B+' CCR on CreditWatch Positive PERRY PETROLEUM: Hires Robert Morris as Accountant PETER OZOH: Hearing to Approve Disclosure Statement on Nov. 3 PETROLIA ENERGY: Acquires 90% Working Interest in SUDS PETTY FUNERAL: Can Use ReadyCap Cash Collateral on Interim Basis PHH CORP: S&P Lowers ICR to 'B-'; Outlook Remains Negative PHOTOMEDEX INC: Settles Ongoing Litigation With Viatek Consumer PHOTOMEDEX INC: To Sell Consumer Products Division to ICTV PICO HOLDINGS: Bloggers Note Chairman's 6-Month Milestone PICO HOLDINGS: Bloggers Say UCP Goes Defensive PINNACLE ENTERTAINMENT: S&P Affirms 'BB-' Rating on 5.625% Notes PIONEER BREAKER: Taps William T. Peckham as Legal Counsel PJ ROSALY: Hires Conde & Associates as Attorney POSTMEDIA NETWORK: Moody's Hikes Corporate Family Rating to Caa1 PRATT WELL SERVICE: Seeks to Hire Hamm Auction as Realtor PRODUCTION PEOPLE: Disclosures Conditionally OK'd; Nov. 10 Hearing Q PATENTS: Case Summary & 20 Largest Unsecured Creditors QUINN'S JUNCTION: Wants to Use Cash Collateral Until Jan. 31 QVL PHARMACY: Court Denies Approval of Amended Disclosure Statement R.R. DONNELLEY: S&P Lowers CCR to 'B+', Off CreditWatch Negative RAHMANIA PROPERTIES: Has Until December 21 to File Plan RANCHO PALOMITA: Hires Mancini as Accountant RAY PLEDGER: Hearing on Disclosures Set For Nov. 1 RD3J LTD: Court Allows Use of PlainsCapital Cash Until Dec. 31 RECYCLING INC: Seeks to Expand Scope of Pellegrino Employment RENNOVA HEALTH: Appoints Seamus Lagan Interim CFO RENNOVA HEALTH: Enters Into Transition Agreement with Former CFO RENNOVA HEALTH: To Acquire 85% Equity Interest in Genomas RESOLUTE ENERGY: Announces $135 Million Delaware Basin Acquisition RESOLUTE ENERGY: Offering 55,000 Convertible Preferred Shares REVOLVE SOLAR: Unsecureds to Receive $4,000 Monthly for 5 Years RINCON ISLAND: Gets Final Nod on $10 Mil Loan, Cash Collateral Use RMS TITANIC: Hires Ronald Glass as Chief Restructuring Officer RMS TITANIC: Seeks to Employ Dentons as Counsel ROBINSON PREMIUM: Organizational Mtg. Moved to Later Time, Oct. 19 ROCKY MOUNTAIN: Paritz & Company Expresses Going Concern Doubt RONALD HOWLAND: Wants Plan Exclusivity Period Moved to Feb. 2017 ROTARY DRILLING: Unsecureds To Recover 3.7% Under Amended Plan SAN BERNARDINO, CA: Newberry's Bid for Relief From Stay Denied SANDIA RESORTS: Court Temporarily Allows RWI's Claim for $324K SARPONG LLC: Seeks to Hire Walsh Becker as Legal Counsel SCOTT COWAN: Selling Manahawkin Property to Bresleys for $288K SCPD GRAMERCY: Unsecureds To Recover 5% Under Plan SEER ENVIRONMENTAL: Hires Mercer P.C. as Counsel SH 130 CONCESSION: Court Sets Nov. 30 Plan Filing Deadline SHELLY'S FAMILY: Disclosures OK'd; Plan Hearing Set For Nov. 22 SHELLY'S FAMILY: Nov. 22 Hearing to Approve Disclosure Statement SHERWIN ALUMINA: Court Moves Plan Filing Deadline to Dec. 31 SKII LLC: Needs Until Dec. 27 to File Plan of Reorganization SOCAL INVESTMENTS ANNEX II: Hires Esmaili as Bankr. Counsel SOO TRACTOR: Atlas Affiliate Participates in Asset Purchase SOUTH POLLING: Seeks to Hire McNamee Hosea as Legal Counsel SPECTRUM HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors STAG INDUSTRIAL: Fitch Affirms 'BB+' Rating on Preferred Stock STANACOLA EMPLOYEES: UPB's Bid for Relief from Plan Order Denied STARZ ACQUISITION: Taps Dal Lago Law as Legal Counsel STEAK N SHAKE: Moody's Affirms B2 CFR, Outlook Changed to Stable STEREO ONE: Plan Confirmation Hearing Set for Nov. 15 SUGARMAN'S PLAZA: Hires NAI Hanson as Real Estate Broker SUMMERWOOD CORP: Taps Avanesian as General Insolvency Counsel SUNEDISON INC: Securities Fraud Complaint on KPMG Docs Filed SUTTON LUMBER: Unsecured Creditors to Get $500 in 60 Months TALEN ENERGY: S&P Assigns 'BB' Rating on $600MM Sr. Sec. Loan TARLIN INVESTMENTS: Hires Esmaili as General Bankruptcy Counsel TCEH CORP: Moody's Assigns Ba2 Corporate Family Rating THIRTEEN EAST: Court Allows Cash Collateral Use Through Dec. 31 TK SERVICES: 3rd Plan Projects Under 3% Recovery for Unsecureds TODD LEE HENNINGS: Unsecureds To Get $2,165 for 67 Months TPP ACQUISITION: Employs Haynes and Boone as Attorneys TPP ACQUISITION: Hires Stuart Noyes as Chief Restructuring Officer TPP ACQUISITION: Seeks to Employ SSG as Investment Banker TPP ACQUISITION: Taps Kurtzman Carson as Claims Agent UNITED PLASTIC: Hires GlassRatner as Financial Advisor UNITED REHABILITATION: Hearing on Plan Disclosures Set For Nov. 22 VALENCIA COLLEGE: Can Use J and S Enterprises Cash Through Oct. 18 VISCOUNT SYSTEMS: Suspending Filing of Reports with SEC VIVA INVESTMENTS: Hearing on Plan Outline Approval Set For Nov. 8 VYCOR MEDICAL: Extends Stock Offering Until October 2017 WALTER LOPEZ: Hearing to Approve Small Business Plan on Nov. 8 WANK ADAMS SLAVIN: Third Amended Disclosure Statement Filed WEST LANE PROPERTIES: To Pay Rushmyfile, Banks & Kahn in 5 Yrs WESTECH CAPITAL: Hires Schlanger Silver as Tax Advisor WESTECH CAPITAL: Plan Hrg. Abated, Exclusivity Moved Thru Oct. 30 WESTERN GAS: Moody's Assigns Ba1 Senior Notes Rating WHISTLER ENERGY II: Has Until Nov. 21 to File Chapter 11 Plan WHITESBURG REALTY: Plan Outline Okayed; Nov. 10 Plan Hrg. Set WHITTEN FOUNDATION: Disclosures OK'd; Plan Hearing on Oct. 17 WILLIAM CONTRACTOR: Favorable Judgment on Complaint to Fund Plan WILSON'S OUTDOOR: Selling Equipment to Mt. Airy for $60K WIZ-X INC: Wants Permission to Use Cash Collateral Z BEST RENTALS: Hires CPA Associates as Accountant Z BEST RENTALS: Hires Ruff & Cohen as Attorney [*] Business Bankruptcy Filings Through First 3 Quarters Up 28% [*] McDonald Hopkins Elects Four Attorneys to Membership [*] US HY Default Forecast Lowered to 5%; 3% for 2017, Fitch Says [^] BOND PRICING: For Week from October 3 to 7, 2016 ********* 10SCHALK LLC: Selling East Orange Properties to Caleca for $900K ---------------------------------------------------------------- 10 Schalk, LLC, asks the U.S. Bankruptcy Court for the District New Jersey to sell real properties located at at 298-302 Halsted Street, East Orange, New Jersey ("Halsted property") and 189-191 Elmwood Avenue, East Orange, New Jersey ("Elmwood Property") to to Thomas J. Caleca for the sum of $900,000, subject to higher and better offers. The Halsted property and the Elmwood property ("Real Properties") are the primary assets of the bankruptcy estate. The Real Properties, which are two residential apartment buildings, were listed for sale with Christopher Rizzolo, a licenced real estate broker in April of 2015. The initial listing price was $500,000 for each property. Prior to the filing of the bankruptcy petition, the Debtor entered into a contract to sell the Real Properties to Mr. Caleca for the sum of $900,000. The contract price is allocated $450,000 to the Halsted Property and $450,000 to the Elmwood property. Mr. Caleca was introduced to the Real Properties through the realtor. Upon information and belief he has no connection whatsoever to the Debtor. The offer reflects the highest offer for the Real Properties in the approximately 1 years it was on the market. The Debtor proposes that the sale will be on an "as is, where is" basis and without representation or warranties of any kind, nature or description by the Debtor, its agents or its estate. Specifically, it is contemplated that upon the Closing, the Buyer will take title to and possession of the real properties, free and clear of all liens, claims, interests and encumbrances. As of the date of the Motion, all contract contingencies have been met or waived and Mr. Caleca is prepared to move forward to close. The $900,000 sale price will be paid to the Debtor at the closing. From the closing proceeds, certain liens and encumbrances will be paid. The Real Properties are subject to two judgments of foreclosure obtained by Bofi Federal Bank. The amount due on the final judgment of foreclosure on the Halsted property was approximately $437,464 on the date of the bankruptcy filing. Real estate tax and liens for unpaid water charges, which liens are superior to that of Bofi Federal Bank, total approximately $41,797. The amount due on the final judgment of foreclosure on the Elmwood property as of the date of the bankruptcy filing was approximately $375,229. Real estate taxes and liens for unpaid water charges, which liens are superior to that of Bofi Federal Bank, total approximately $42,671. In addition, certain closing adjustments will be made for ongoing obligations, a broker's commission of 3.5% ($31,500) and attorney fees will need to be satisfied. To the extent that there are not sufficient funds to satisfy the lien of Bofi Federal Bank in full, the costs associated with the sale, i.e, attorney fees and realtor commissions can be paid from the proceeds secured by the claim of Bofi Federal Bank in that they have been incurred to benefit that secured creditor. Accordingly, after payment of real estate tax, water and other superior liens, as well as costs associated with the sale, the entire net sale proceeds will be paid to Bofi Federal Bank up to the amount of its judgment liens. To the extent that there are valid leases in effect for any of the apartment units, they will be included in the sale and assigned to the Buyer. The security deposits, if any, will also be included in the sale. The Debtor respectfully requests that the Court waive the stay of the Order approving the sale under Bankruptcy Rule 6004(h) and 6006(d). The Purchaser: Thomas J. Caleca 26 Park St. Montclair, NJ 07042 The Purchaser is represented by: Donald Minassian, Esq. SUNSHINE ATKINS MINASSIAN TAFURI & D'AMATO 887 Kniderkamack Rd., Suite 3 River Edge, NJ 0766l About 10Schalk, LLC 10SCHALK, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 16-25700) on August 16, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Bruce H Levitt, Esq., at Levitt & Slafkes, P.C. 124 WEST MADISON: Taps Norgaard O'Boyle as Legal Counsel -------------------------------------------------------- 124 West Madison LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Norgaard O'Boyle as its legal counsel. The services to be provided by the firm include advising West Madison regarding its duties as a debtor, and assisting it in the preparation of a Chapter 11 plan of reorganization. The firm's professionals and their hourly rates are: Senior Partners $525 Partners $400 Senior Associates $350 Associates $300 Law Clerks $175 Paralegals $150 John O'Boyle, Esq., at Norgaard, disclosed in a court filing that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: John O'Boyle, Esq. Norgaard O'Boyle 184 Grand Avenue Englewood, NJ 07631 Phone: (201) 871-1333 Fax: (201) 871-3161 Email: joboyle@norgaardfirm.com About 124 West Madison 124 West Madison LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 16-28079) on September 21, 2016. The petition was signed by Adonis Morfesis, managing member. The case is assigned to Judge Vincent F. Papalia. At the time of the filing, the Debtor disclosed $1.06 million in assets and $638,688 in liabilities. 2747 CAMELBACK: Plan Confirmation Hearing Set for Oct. 25 --------------------------------------------------------- Bankruptcy Judge Harlin DeWayne Hale of the Northern District of Texas granted conditional approval of the Disclosure Statement In Support of the Plan of Reorganization filed by 2747 Camelback, LLC. A hearing to consider final approval of the Disclosure Statement and confirmation of the Plan is set for Oct. 25, 2016 at 1:30 p.m. Any objection to confirmation of the Plan must be filed and served on the Debtor and other appropriate parties no later than 5:00 p.m. on Oct. 18, 2016. Ballots for voting on the Plan, if any, must be returned to Davor Rukavina, as balloting agent, no later than 5:00 p.m. on Oct. 18, 2016. As reported by the Troubled Company Reporter on Oct. 4, 2016, 2747 Camelback, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas a disclosure statement in support of the Debtor's amended plan of reorganization. Under the Amended Plan, Class 4 General Unsecured Claims -- estimated at $7,873 -- will get 100% recovery. The Plan will be funded primarily from the senior agent releasing the settlement funds to the Debtor. This will leave approximately $500,000 of additional funds with the Debtor to pay creditors in full. As reported by the Troubled Company Reporter on Sept. 28, 2016, the Debtor first filed a proposed plan to exit Chapter 11 protection. That plan proposed for the transfer of the Debtor's real property and improvements located along E. Camelback Road, in Phoenix, Arizona, to HCSLR Camelback, LLC. The Disclosure Statement is available at: http://bankrupt.com/misc/txnb16-31846-47.pdf About 2747 Camelback 2747 Camelback, LLC, based in Dallas, Texas, owns real property and improvements located at 2747 E. Camelback Road, 2725 E. Camelback Road, and 2735 E. Camelback Road. Phoenix, Arizona 85016. The Debtor filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-31846) on May 4, 2016. The Hon. Harlin DeWayne Hale presides over the case. Davor Rukavina, Esq., at Munsch Hardt Kopf & Harr, P.C., in Dallas, Texas, serves as counsel to the Debtor. In its petition, the Debtor estimated $10 million to $50 million in both assets and debts. The petition was signed by Scott Ellington, authorized signatory. 4LICENSING CORP: Taps Tomlins & Peters as Legal Counsel ------------------------------------------------------- 4Licensing Corp. seeks approval from the U.S. Bankruptcy Court for the Northern District of Oklahoma to hire Tomlins & Peters, PLLC. The firm will serve as 4Licensing's legal counsel in connection with its Chapter 11 case. Neal Tomlins, Esq., the attorney designated to represent 4Licensing, will be paid an hourly rate of $350 while his legal assistant will be paid $90 per hour. Mr. Tomlins disclosed in a court filing that his firm has no connections with 4Licensing or any of its creditors. The firm can be reached through: Neal Tomlins, Esq. Tomlins & Peters, PLLC Southern Hills Tower, Suite 305 2431 East 61st Street Tulsa, OK 74136 Phone: (918) 949-4411 Email: Neal@tplawtulsa.com About 4Licensing Corp. 4Licensing Corp. is a licensing company specializing in specialty brands, technologies and youth-oriented markets. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Okla. Case No. 16-11714) on September 21, 2016. The petition was signed by Phil Frohlich, president. The case is assigned to Judge Terrence L. Michael. At the time of the filing, the Debtor disclosed $867,142 in assets and $2.11 million in liabilities. 611 COMMERCIAL: Hearing on Disclosure Statement on Nov. 22 ---------------------------------------------------------- The Hon. John J. Thomas of the U.S. Bankruptcy Court for the Middle District of Pennsylvania has scheduled for Nov. 22, 2016, at 9:30 a.m., the hearing to consider approval of 611 Commercial, Inc.'s disclosure statement. Objections to the Disclosure Statement must be filed by Nov. 7, 2016. Within seven days after the Oct. 3, 2016 entry of the court order, the Disclosure Statement and Plan will be distributed in accordance with Federal Rule of Bankruptcy Procedure 3017(a). 611 Commercial, Inc., filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 14-04173) on Sept. 9, 2014, estimating its assets at between $1 million and $10 million and its liabilities at between $500,000 and $1 million. The petition was signed by Gerald Gay, president. Judge John J. Thomas presides over the case. Philip W. Stock, Esq., at the Law Office of Philip W. Stock serves as the Debtor's bankruptcy counsel. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. 624 STANYAN: Taps St. James Law as Counsel ------------------------------------------ 624 Stanyan Street, LLC seeks authorization from the U.S. Bankruptcy Court for the Northern District of California to employ St. James Law, P.C. as counsel. The Debtor requires the assistance of St. James Law with respect to: (a) the requirements of the Bankruptcy Code respecting its operation as a Debtor in Possession; (b) the requirements of the Office of the United States Trustee respecting operating matters and the filing of reports; (c) the administration of claims, including the evaluation of timely filed Proofs of Claim; (d) the evaluation of its secured debts and negotiations regarding their restructuring or satisfaction; (e) the formulation and prosecution of its Plan of Reorganization; and (f) general counsel and representation in the course of its Chapter 11 proceedings. St. James Law has a single full-time professional employee, Michael St. James, whose current hourly rate is $595 per hour. St. James Law will also be reimbursed for reasonable out-of-pocket expenses incurred. The Firm received a pre-payment deposit of $25,000, of which $2,580 was applied to pre-petition services and the filing fee. The remaining balance shall be used as an advance payment of the Firm's fees and costs in this case. Michael St. James, shareholder of the Firm, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The Firm can be reached at: Michael St. James, Esq. ST. JAMES LAW, P.C. 22 Battery Street, Ste. 888 San Francisco, CA 94111 Tel: (415) 391-7566 Fax: (415) 391-7568 E-mail: michael@stjames-law.com About 624 Stanyan Street LLC 624 Stanyan Street, LLC, based in San Francisco, Calif., filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 16-30965) on September 1, 2016. The Hon. Dennis Montali presides over the case. Michael St. James, Esq. serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Larry Nasey, manager. 7470 COMMERCIAL: Hires Schwartz Flansburg as Counsel ---------------------------------------------------- 7470 Commercial Way Partners, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Schwartz Flansburg PLLC as counsel to the Debtor. 7470 Commercial requires Schwartz Flansburg to: a. advise the Debtor with respect to its powers and duties as debtor and debtor-in-possession in the continued management and operation of its business and properties; b. attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the Chapter 11 case, including all of the legal and administrative requirements of operating in Chapter 11; c. take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on their behalf, the defense of any actions commenced against the estate, negotiations concerning all litigation in which the Debtor may be involved and objections to claims filed against the estate; d. prepare on behalf of the Debtor all motions, applications, answers, orders, reports and papers necessary to the administration of the estate; e. negotiate and prepare on the Debtor's behalf plan of reorganization, disclosure statement and all related agreements and/or documents and take any necessary action on behalf of the Debtor to obtain confirmation of such plan; f. advise the Debtor in connection with any sale of assets; g. appear before the Court, any appellate courts, and the U.S. Trustee, and protect the interests of the Debtor's estate before such courts and the U.S. Trustee; and h. perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with the Chapter 11 case. Schwartz Flansburg will be paid at these hourly rates: Attorneys $250-$550 Legal Assistants $90-$205 Schwartz Flansburg will be paid a retainer of $15,000. Schwartz Flansburg will also be reimbursed for reasonable out-of-pocket expenses incurred. Samuel A. Schwartz, member of the law firm of Schwartz Flansburg 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. Schwartz Flansburg can be reached at: Samuel A. Schwartz, Esq. Bryan A. Lindsey, Esq. SCHWARTZ FLANSBURG PLLC 6623 Las Vegas Blvd. South, Suite 300 Las Vegas, NV 89119 Tel: (702) 385-5544 Fax: (702) 385-2741 Email: sam@nvfirm.com About 7470 Commercial 7470 Commercial Way Partners, LLC, based in Las Vegas, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-15253) on September 26, 2016. The Hon. Bruce T. Beesley presides over the case. Samuel A. Schwartz, Esq., at Schwartz Flansburg PLLC, as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by David Suder, managing member. No official committee of unsecured creditors has been appointed in the case. A GREENER GLOBE: Ch. 11 Trustee Taps Diepenbrock as Counsel ----------------------------------------------------------- Russell K. Burbank, the Chapter 11 Trustee of A Greener Globe, seeks authority from the U.S. Bankruptcy Court for the Eastern District of California to employ Diepenbrock Elkin Gleason LLP as special counsel to the Trustee. Mr. Burbank requires Diepenbrock to: a. draft, review and negotiate documents for the sale of the real property of the Debtor located at 901 and 903 Galleria Blvd., Roseville, CA bearing APNs 015-100-062 and 015-100- 063 ("Real Property"); b. assist with select due diligence activities in connection with the sale of the Real Property, including matters relating to the environmental condition and potential hazardous substances at the Real Property; c. assist with closing the transaction for the sale of the Real Property; and d. other matters that the Trustee may request from time to time. Diepenbrock will be paid at these hourly rates: Bradley J. Elkin $360 Nichole Gleason $375 Danielle Stephens $320 Diepenbrock will be paid a retainer in the amount of $25,000. Diepenbrock will also be reimbursed for reasonable out-of-pocket expenses incurred. Bradley J. Elkin, member of the law firm of Diepenbrock Elkin Gleason 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. Diepenbrock can be reached at: Bradley J. Elkin, Esq. DIEPENBROCK ELKIN GLEASON LLP Bank of the West Tower, 500 Capitol Mall Sacramento, CA 95814 Tel: (916) 492-5000 About A Greener Globe A Greener Globe sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 16-21900) on March 28, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by W. Steven Shumway, Esq. On June 14, 2015, the court approved the Office of the U.S. Trustee's appointment of Russell K. Burbank as the Chapter 11 trustee. The Trustee taps Felderstein Fitzgerald Willoughby & Pascuzzi LLP, as legal counsel, Burr, Pilger Mayer, Inc. as his accountant. No official committee of unsecured creditors has been appointed in the case. ABEINSA HOLDING: PGE Allowed to Pursue Oregon Suit -------------------------------------------------- Judge Kevin J. Carey of the United States Bankruptcy Court for the District of Delaware granted the motion filed by Portland General Electric for relief from stay imposed in the bankruptcy case of Abeinsa Holding, Inc., and its debtor affiliates. PGE moved that the stay be lifted so that it may initiate litigation against various debtor entities arising out of alleged breaches of a construction agreement between PGE and the debtors called the "Turnkey Engineering, Procurement & Construction Agreement for Carty Generating Station." The EPC Contract has an exclusive forum selection clause naming the U.S. District Court for the District of Oregon. Chapter 15 debtor Abengoa, S.A., the debtors' parent company, guaranteed the obligations of the debtors under the EPC Contract. The Guaranty has a forum selection clause specifying that arbitration of any disputes take place under ICC rules, also in Oregon. Abengoa sought arbitration related not only to the Guaranty, pursuant to which PGE has yet to make a claim, but also on the underlying breach of the EPC Contract dispute between PGE and the debtors. PGE thus asked the court to lift the stay to allow the Oregon court to resolve jurisdictional questions, and then, in the event of a favorable determination, to allow PGE to prosecute its claims against the debtors to final judgment (but not enforce any such judgment). Judge Carey concluded that no great prejudice will result to the debtors from initiation of the proposed suit in the federal district court. The judge found that expenditure of the resources necessary to obtain a proper determination of jurisdiction will not prejudice the debtors and, should the Oregon District Court be determined to be the proper forum, there has been no convincing argument from the debtors that abiding by the terms of their contracts will result in undue prejudice. Judge Carey also held that the debtors have also failed to prove that litigation, jurisdictional or otherwise, in the Oregon District Court would prejudice the interests of the rest of the creditor body. Further, Judge Carey found that the Oregon Distric Court, having already ruled on a related issue, is best positioned to determine the extent of the jurisdictional issues that may be presented to the ICC panel, including should the Oregon District Court agree with PGE, the extent to which certain disputes between PGE and Abeinsa may be removed from the ICC's determination of arbitrability. A full-text copy of Judge Carey's October 6, 2016 opinion is available at http://bankrupt.com/misc/deb16-10790-617.pdf About Abeinsa Holding Abeinsa Holding Inc., Abengoa Solar LLC, Abeinsa EPC LLC, Abencor USA, LLC, Nicsa Industrial Supplies LLC, Abener Construction Services LLC, Abeinsa Abener Teyma General Partnership, Abener Teyma Mojave General Partnership, Abener Teyma Inabensa Mount Signal Joint Venture, Teyma USA & Abener Engineering and Construction Services General Partnership, Teyma Construction USA, LLC, Abener North America Construction L.P., and Inabensa USA, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10790) on March 29, 2016. The petitions were signed by Javier Ramirez as treasurer. They listed $1 billion to $10 billion in both assets and liabilities. Abener Teyma Hugoton General Partnership and five other entities filed separate Chapter 11 petitions on April 6, 2016; and Abengoa US Holding, LLC, Abengoa US, LLC and Abengoa US Operations, LLC filed Chapter 11 petitions on April 7, 2016. The cases are consolidated under Lead Case No. 16-10790. DLA Piper LLP (US) represents the Debtors as counsel. Prime Clerk serves as the Debtors' claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, appointed five creditors of Abeinsa Holding Inc. and its affiliates to serve on the official committee of unsecured creditors. The Abeinsa Committee is represented by MORRIS, NICHOLS, ARSHT & TUNNELL LLP's Robert J. Dehney, Esq., Andrew R. Remming, Esq., and Marcy J. McLaughlin, Esq.; and HOGAN LOVELLS US LLP's Christopher R. Donoho, III, Esq., Ronald J. Silverman, Esq., and M. Shane Johnson, Esq. AC I TOMS RIVER: Artificially Impairs Unsecured Class, RCG Says --------------------------------------------------------------- RCG LV Debt IV Non-REIT Assets Holdings, LLC, objects to the approval of the Amended Disclosure Statement with respect to the Amended Plan of Reorganization of AC I Toms River LLC. At the July 7, 2016 hearing, the Debtor informed the Court that it had a $3 million commitment to fund the Equity Contribution under the Plan, and that it would amend the Plan to include a sale alternative in the event the cram-down plan could not be confirmed. RCG has filed a motion for relief from the automatic stay or in the alternative, to dismiss the chapter 11 case, and to terminate the Debtor's exclusivity period solely with respect to RCG. The Court has adjourned RCG's pending motion, and conditioned the automatic stay on the Debtor filing its amended plan and providing evidence of the financing commitment in accordance with its representations to the Court. The Debtor's exclusive right to solicit acceptances on its Plan was extended through October 31, 2016. According to RCG, nearly three months later and on the eve of the Disclosure Statement objection deadline, the Debtor filed an amended plan and disclosure statement. Notably, the Debtor has not produced any support for the Equity Contribution, and in fact has reduced it nearly 25%, from $3 million to $2.3 million, with no explanation of the reason for the reduction or how the reduced amount supports a viable plan any more than the $3 million did. "It is abundantly clear that the Debtor has no viable plan, and merely seeks to delay the inevitable. The Court should therefore confirm that the automatic stay is lifted to permit RCG to complete its foreclosure of the Property. In the event the Court permits the Debtor to proceed with its Plan, RCG submits this objection and, in light of the Debtor's delay in filing its amended plan documents, reserves the right to supplement its objection to further respond to the amendments contained therein," RCG says. RCG extended a mortgage loan to Debtor, evidenced by a promissory note in the original principal amount of $17,820,000. The Mortgage Loan is secured by, among other things, a first priority mortgage encumbering the Debtor's shopping center known as Hooper Commons located in Toms River, New Jersey. The Debtor defaulted on the Mortgage Loan in 2011 when it failed to pay the full amount of the initial loan payment as required pursuant to the terms of the Mortgage Loan. According to RCG, from 2011 through early 2016, the Debtor engaged in various schemes and machinations to frustrate the right of RCG to foreclose on the Property, ultimately filing for Chapter 11 protection early this year. RCG has timely filed a secured claim in the amount of $22,045,715 as of the Petition Date. RCG cites these reasons why the Debtor's Plan is unconfirmable: -- The Plan is centered on the $2.3 million Equity Contribution, to be made by one or more of the ultimate equity owners, through Mezz, the Debtor's sole member, to the Debtor. Benjamin Ringel and Tibor Klein are defendants in pending litigation brought by RCG relating to Manahawkin. Mezz and Benjamin Ringel are judgment debtors in litigation brought by RCG relating to Toms River. The transfer of funds by these individuals or entities while they are involved in pending litigation or subject to a judgment may constitute a fraudulent conveyance in violation of applicable law, RCG says, citing N.Y. Debt. & Cred. L. Sec. 273-a (McKinney 2016). -- The Plan contemplates issuance of the RCG Note, but contains no mechanism for payment of the remaining RCG Note balance at the end of the three year term. The Disclosure Statement and Plan also are ambiguous about whether there a funding commitment, the identity of the funder(s), whether it is legally binding or subject to conditions, and the financial wherewithal of the funder(s). -- Absent approval by RCG, the Debtor's sole secured creditor, the Debtor must obtain acceptance from another impaired class of creditors. By the Debtor's estimate there are at most $748,187 of unsecured claims in this case. The Debtor proposes to pay unsecured creditors 100% of their allowed claims, without interest, over two years from the Effective Date of the Plan. Given that the centerpiece of the Plan is the infusion of a $2.3 million Equity Contribution prior to the Effective Date of the Plan, the Debtor would have the ability to pay all allowed unsecured claims in full, with postpetition interest (to the extent the Debtor is solvent as it maintains), on the Effective Date. The Debtor's decision to instead pay these claims over a two year period is a blatant attempt to "artificially impair" the unsecured creditors in order to create an impaired accepting class for purposes of section 1129(a)(10). Such artificial impairment is in violation of the Bankruptcy Code and thus the Plan is patently unconfirmable. -- The $27 million valuation of the Debtor's property is outdated. RCG is prepared to demonstrate at confirmation, that the value of the Property is substantially less than $27 million. RCG LV Debt IV Non-REIT Assets Holdings, LLC, is represented by: Kevin L. Smith, Esq. Harold A. Olsen, Esq. STROOCK & STROOCK & LAVAN LLP 180 Maiden Lane New York, NY 10038-4982 Telephone: (212) 806-5400 Facsimile: (212) 806-6006 AC I Toms River LLC owns the real property and improvements thereon located at 1400 Hooper Avenue, Toms River, New Jersey, from which the shopping center commonly known as Hooper Commons operates. The property consists of 28 storefronts, of which 25 are occupied. The anchor tenants at the property are Dollar Tree, DSW and Michaels. The property is currently the subject of a foreclosure action commenced by RCG. CBRE is the court-appointed rent receiver who currently manages the property. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-22023) on Jan. 8, 2016. Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck, PC, serves as the Debtor's bankruptcy counsel. A Receiver has been appointed for the Debtor's property. The Receiver has remained in place and continuing to act in accordance with a prepetition receiver order through October 15, 2016. AC I TOMS: Tibor Klein Tries To Block OK for 2nd Amended Disclosure ------------------------------------------------------------------- Tibor Klein filed with the U.S. Bankruptcy Court for the Southern District of New York a partial objection to approval of AC I Toms River LLC's second amended disclosure statement with respect to the Debtor's second amended plan of reorganization. The Debtor's Second Amended Plan basically provides for two alternatives: (1) a $2.3 million up front equity contribution by the Debtor's upstream equity holders (or they lose their equity interests), followed by a $700,000 equity contribution within 18 months, together with a restructuring of the secured debt of RCG LV Debt IV Non-Reit Assets Holdings, LLC; or (2) if the Debtor can not provide proof of the Equity Contribution (note: no proof of the availability of the $700,000 equity contribution is required under this latest Plan), then the Debtor will sell its real property, a shopping center known as Hooper Commons, located in Toms River, New Jersey. Mr. Klein asserts that the Debtor's first alternative should be rejected, since it is opposed by RCG, its largest creditor, and all the Debtor's upstream equity holders (except for Benjamin Ringel), which account for 70% of the upstream equity. Moreover, the Debtor's first alternative is not feasible, not in good faith, and unlawful, since it is based on a loan from its purported manager, restructuring officer and plan funder, which is secured by the alleged pledge of Mr. Ringel's interests in AC Retail Equity Fund I LLC and which violates RCG's existing restraining notice against Mr. Ringel based on a $22 million judgment against him. The Debtor's first alternative also lacks good faith, since it is predicated on a conflict of interest from its purported manager, restructuring officer and plan funder, who seeks to wipe out the interests of the Debtor’s upstream equity holders for the benefit of Mr. Ringel. The alleged loan based upon the pledge of Mr. Ringel's 30% equity interest is a sham, since the dilution provisions of this latest Plan wipe out the other equity holders and place 100% of the equity interests in Mr. Ringel's possession. Conversely, RCG, Mr. Klein and the other upstream equity owners (except Mr. Ringel) all support a sale of the Debtor's property. A copy of the 2nd Amended Disclosure Statement is available at: http://bankrupt.com/misc/nysb-16-22023-62.pdf Mr. Klein is represented by: Abraham Backenroth, Esq. BACKENROTH, FRANKEL & KRINSKY, LLP 800 Third Avenue, 11th Floor New York, New York 10022 Tel: (212) 593-1100 E-mail: abackenroth@bfklaw.com AC I Toms River LLC owns the real property and improvements thereon located at 1400 Hooper Avenue, Toms River, New Jersey, from which the shopping center commonly known as Hooper Commons operates. The property consists of 28 storefronts, of which 25 are occupied. The anchor tenants at the property are Dollar Tree, DSW and Michaels. The property is currently the subject of a foreclosure action commenced by RCG. CBRE is the court-appointed rent receiver who currently manages the property. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-22023) on Jan. 8, 2016. Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck, PC, serves as the Debtor's bankruptcy counsel. ACTUANT CORP: Egan-Jones Lowers Sr. Unsecured Ratings to BB ----------------------------------------------------------- Egan-Jones Ratings Company, on Oct. 6, 2016, downgraded the senior unsecured ratings of debt issued by Actuant Corp to BB from BB+. Actuant Corporation is an American diversified industrial company serving customers from operations in more than 30 countries. ADVANCED PRIMARY: Disclosure Statement Hearing on Oct. 27 --------------------------------------------------------- The hearing to consider approval of the disclosure statement explaining the Chapter 11 Plan of Advanced Primary Care, LLC, will be held Oct. 27, 2016, at 9:30 a.m. in Memphis. Oct. 17, 2016, is fixed as the last day for filing and serving in accordance with Rule 3017(a) of the Federal Rules of Bankruptcy Procedure written objections to the disclosure statement. As reported by the Troubled Company Reporter on Aug. 1, 2016, under the proposed plan, general unsecured claims in Class 5 will be paid a dividend of 10% on a pro rata basis. These claims will be paid over 72 months following the effective date of the plan. Class 5 general unsecured creditors assert a total of $743,803 in claims. Funds needed to make cash payments on the effective date on account of allowed administrative claims will come from Advanced Primary Care's gross assets and income, according to the disclosure statement detailing the plan. A copy of the Disclosure Statement is available for free at https://is.gd/EcALzB About Advanced Primary Care Advanced Primary Care, LLC filed a chapter 11 petition (Bankr. W.D. Tenn. Case No. 16-26388) on July 15, 2016. The Debtor is a limited liability company which provides medical services to consumers in Memphis, Shelby County, Tennessee. Bankruptcy Judge George W. Emerson, Jr., oversees the case. Advanced Primary Care is represented by John E. Dunlap, Esq., at The Law Offices of John E. Dunlap, P.C. AE JEWELERS: Taps Bollenbeck Fyfe as Legal Counsel -------------------------------------------------- AE Jewelers, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to hire Bollenbeck Fyfe, S.C. Bollenbeck will serve as the Debtor's legal counsel in connection with its Chapter 11 case. The services to be provided by the firm include the filing of the Debtor's bankruptcy schedules and the formulation of a Chapter 11 plan of liquidation. The firm's current billing rate is $250 per hour. Andrew Wagener, Esq., a shareholder of Bollenbeck, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Andrew Wagener, Esq. Bollenbeck Fyfe, S.C. W6260 Communication Court Appleton, WI 54914 Phone: (920) 735-1711 Email: wagener@bollenbeckfyfe.com About AE Jewelers AE Jewelers, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E. D. Wis. Case No. 16-29476) on September 26, 2016. The petition was signed by Richard L. Meyer, president. The case is assigned to Judge Susan V. Kelley. At the time of the filing, the Debtor disclosed $322,423 in assets and $4.12 million in liabilities. ALEXANDER TORRES: Carmax To Be Paid $569 Per Month Under Plan ------------------------------------------------------------- Alexander Torres filed with the U.S. Bankruptcy Court for the Southern District of Florida an amended disclosure statement describing the Debtor's plan of reorganization. Class 1 (Carmax) Claim in the amount of $24,793 will be paid at the contract rate of interest at $569 per month. Carmax has not filed a proof of claim. This claim is unimpaired. The Amended Disclosure Statement is available at: http://bankrupt.com/misc/flsb15-28924-61.pdf Alexander Torres is a physician who owns and operates a small business in Sebring, Florida, known as Highlands Advanced Rheumatology and Arthritis, P.L. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 15-28924) on Oct. 26, 2015. The Debtor is represented by Craig I. Kelley, Esq., at Kelley & Fulton, P.L. ALLIED CONSOLIDATED: Unsecureds to Get 100% Recovery Under Plan --------------------------------------------------------------- Allied Consolidated Industries, Inc., Allied Erecting and Dismantling, Inc., Allied Gator, Inc., and Allied Industrial Scrap, Inc., filed with the Bankruptcy Court for the Northern District of Ohio a first amended disclosure statement in support of their Plan of Reorganization. The Plan is designed to reorganize the business of the Debtor for the benefit of itself, creditors and estate. The estimated aggregate totals for each Class of Claims, as of Nov. 14, 2016 (the anticipated Confirmation Date), are contained in the following table. Class 1 - Secured Claim of $1,842,355 Eckert Seamans Cherin & Mellott, LLC, as agent. Class 2 - Disputed Secured Claim of To the extent United States Steel not set off Corporation $10,684,754 (escrowed) Class 3 - Disputed Secured Claim $244,029 of Norfolk Southern Railway Co. (escrowed) Class 4 - Other Priority Claims $51,962 Class 5 - General Unsecured Claims $1,700,000 Class 6 - Equity Security Holders $- The Plan says Unsecured creditors will receive 100% of their allowed claims. Funding of the Plan has been calculated without taking into account any potential recovery realized from retention of the Litigation Claims or Retained Actions. Accordingly, the amount needed to fund the Plan may be significantly reduced based upon the outcome of the Litigation Claims or Retained Actions. The Effective Date of the Plan shall be 14 days subsequent to the Confirmation Order. The Debtors' bankruptcy was precipitated by contractual disputes with United States Steel, which led to damage and decline in the Debtors' business. In 2015, lender JP Morgan Chase informed Allied that it would be cancelling its line of credit and demanded payment of the outstanding balance. To satisfy that balance, the Debtor conducted two on-site auctions of its surplus equipment and inventory. The proceeds of the auctions were sufficient to satisfy JP Morgan Chase. Litigation in the United States District Court for the Northern District of Ohio between the Debtor and United States Steel resulted in a judgment in the amount of $9,845,447 on Sept. 26, 2015 against Debtor Allied Erecting and Dismantling, Inc. Final judgment including interest was entered on March 17, 2016 in favor of the United States Steel and against Debtor Allied Erecting and Dismantling, Inc. in the amount of $10,684,754. In an effort to execute on its judgment, the United States Steel filed in the district court a request to appoint a receiver and garnish the Debtor's corporate accounts and execute on its assets. The bankruptcy filing ensued. The Plan says the Reorganized Debtor will be owned by current equity holders John R. Ramun and Michael D. Ramun in proportions identical to their prepetition percentages, those being John R. Ramun at 75% and Michael D. Ramun at 25%. A copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/ohnb16-40675-0159.pdf About Allied Consolidated Allied Consolidated Industries Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 16-40675) on April 13, 2016. The petition was signed by John R. Ramun, president. The Debtor is represented by Melissa M. Macejko, Esq., at Suhar & Macejko, LLC. The case is assigned to Judge Kay Woods. Allied Consolidated estimated both assets and liabilities in the range of $0 to $50,000. In May 2016, the Court entered an agreed order approving the retention of Inglewood Associates, LLC as turnaround managers. In July 2016, the Court approved the retention of Eckert Seamans Cherin & Mellott, LLC as special counsel. An official committee of unsecured creditors has been appointed in the case. ALLY FINANCIAL: Provides Dodd-Frank Act Stress Test Estimates ------------------------------------------------------------- Ally Financial Inc. filed with the Securities and Exchange Commission a copy of a Dodd-Frank Act Mid-Year Stress Test 2016 Estimates in the Severely Adverse Scenario. As required under the rules published by the Federal Reserve to address the Dodd-Frank Act Stress Test requirements, Ally Financial Inc. is providing a summary of 2016 mid-year stress test results under the Severely Adverse scenario. The stress test results were submitted to the Federal Reserve on Oct. 5, 2016, and cover a 9-quarter forecast horizon beginning in the third quarter of 2016 and continuing through the third quarter of 2018. The DFAST Severe scenario and the related forecasts of macroeconomic variables were developed internally by Ally. The Severe scenario considers a recession that has a level of severity comparable to the most severe post-war U.S. recessions and also includes multiple idiosyncratic operational risk events that directly impact Ally's operations. Over the past several years, Ally has undergone a significant strategic transformation to strengthen the Company's financial profile. These actions include diversifying the U.S. automotive finance franchise, enhancing funding stability through continued growth in the direct bank franchise, and improving net interest margin by reducing legacy high-cost debt. Since the submission of the CCAR 2016 Capital Plan, Ally has experienced strong operating results and completed several actions aimed at capital structure normalization and driving improvements in shareholder returns. A few notable highlights since the CCAR 2016 submission include initiation of a common dividend and share repurchase program following the CCAR 2016 non-objection from the Federal Reserve, redemption of all remaining Series A Preferred Stock, closing of the TradeKing Group acquisition, and launch of a co-branded Ally Bank credit card. As demonstrated through numerous stress tests over the past several years, Ally's business model is adequately positioned to withstand the effects of a severely stressed macroeconomic environment. The following summary of projected impacts to profitability, loss rates, and capital position reflects the severity of the 2016 scenario developed by Ally. It is important to note that this scenario is not a forecast of Ally's business operations or financial condition, but rather a hypothetical scenario designed to assess the strength of Ally's risk management framework and capital base, and its resilience to severely adverse economic conditions should they occur. The results suggest that Ally's performance would deteriorate in the Severe scenario due to increased provision for credit losses, reduced business volumes, net interest margin compression, market, and operational risk related losses. Importantly, however, Ally would continue to meet all contractual obligations to creditors, counterparties, and bondholders and would exceed all regulatory requirements including the 4.5% Common Equity Tier 1 threshold required under the Capital Plan Rule (i.e., Final Basel III rules). A full-text copy of the regulatory filing is available at: https://is.gd/YQrh7n About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. Ally reported net income of $1.28 billion on $4.86 billion of total net revenue for the year ended Dec. 31, 2015, compared to net income of $1.15 billion on $4.65 billion of total net revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $158.58 billion in total assets, $145.14 billion in total liabilities and $13.43 billion in total equity. * * * As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings Services said it raised its issuer credit rating on Ally Financial Inc. to 'BB' from 'B+'. "The upgrade reflects the company's release from potential legal and financial liabilities stemming from its ownership of ResCap," said Standard & Poor's credit analyst Tom Connell. In the April 3, 2014, edition of the TCR, Fitch Ratings has upgraded Ally Financial Inc.'s long-term Issuer Default Rating (IDR) and senior unsecured debt rating to 'BB+' from 'BB'. The rating upgrade reflects increased clarity around Ally's ownership structure given Ally's recent announcement that it has launched an initial public offering those shares of its common stock held by the U.S. Treasury (the Treasury). As reported by the TCR on July 16, 2014, Moody's Investors Service affirmed the 'Ba3' corporate family and 'B1' senior unsecured ratings of Ally Financial, Inc. and revised the outlook for the ratings to positive from stable. Moody's affirmed Ally's ratings and revised its rating outlook to positive based on the company's progress toward sustained improvements in profitability and repayment of government assistance received during the financial crisis. ALPHATEC HOLDINGS: CFO Michael O'Neill Quits -------------------------------------------- Michael O'Neill departed from his position as Alphatec Holdings, Inc.'s and Alphatec Spine Inc.'s chief financial officer and treasurer. In connection with Mr. O'Neill's departure, effective as of Oct. 5, 2016, Dennis Nelson, the Company's vice president, finance and corporate controller, will serve as the interim principal financial and accounting officer for filings under the Securities Act of 1933 and the Securities Exchange Act of 1934, while the Company executes its search for a chief financial officer. Mr. Nelson, age 43, has served as the Company's vice president, finance and corporate controller since March 2011. From February 2009 to March 2011, Mr. Nelson was the chief financial officer, treasurer and secretary of Phoenix Footwear Group, Inc. From June 2008 until February 2009, Mr. Nelson served as the controller of Phoenix Footwear. Prior to Phoenix Footwear, Mr. Nelson was the Director of Finance for TaylorMade-adidas Golf Company from February 2000 to June 2008. Mr. Nelson currently has an employment agreement with the Company, which was entered into on March 1, 2011. The employment agreement has the following principal terms: Mr. Nelson receives a base salary of $250,000 and he is eligible to receive an incentive bonus each fiscal year in an amount equal to 35% of his annual base salary for such year, with the payment of such bonus based on Mr. Nelson's achievement of performance objectives established by the Company's Board of Directors each fiscal year. The employment agreement also provides for certain severance arrangements for Mr. Nelson. In the event that Mr. Nelson's employment is terminated by the Company without cause, the Company is required to pay Mr. Nelson (i) all accrued but unpaid compensation; (ii) severance payments based on his annual base salary for a period of six months; and (iii) payment of, or reimbursement for, the continuation of his health and dental insurance coverage pursuant to COBRA for a six-month period following that termination date. The Company and Mr. Nelson expect to enter into a retention agreement pursuant to which Mr. Nelson will receive a cash bonus of $150,000 if he remains employed by the Company on April 1, 2017, or if he is terminated by the Company without cause prior to such date. There are no family relationships between Mr. Nelson and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. In connection with Mr. O'Neill's resignation and in consideration for his prior service to the Company and Spine, the Company, Spine and Mr. O'Neill expect to enter into a separation agreement, dated as of Oct. 5, 2016. Pursuant to the terms of the Separation Agreement, Mr. O'Neill is entitled to receive cash severance payments of 12 months of his annual base salary prior to his departure, which amounts to $335,000. The foregoing amount will be less applicable withholding amounts and payable bi-weekly over a period of one year in accordance with the Company’s payroll practices. In addition, the Company will pay the cost of COBRA insurance coverage for Mr. O'Neill and his eligible family members for a period of 12 months, including a gross up of taxes for such payments. The Separation Agreement contains a release by Mr. O'Neill of any claims in favor of the Company. The Separation Agreement also contains certain restrictive covenants and confidentiality provisions, including non-solicitation and non-disparagement obligations continuing for 12 months. 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. ALPHATEC HOLDINGS: May Issue 1.43 Million Shares Under Plans ------------------------------------------------------------ Alphatec Holdings, Inc. filed a Form S-8 registration statement with the Securities and Exchange Commission to register an aggregate of 1.43 million shares of common stock issuable under the Company's 2016 Equity Incentive Plan and Employment Inducement Award Plan. A full-text copy of the regulatory filing is available for free at https://is.gd/e0vpwe 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. ALTOMARE AUTO: Hires Arent Fox as Counsel ----------------------------------------- Altomare Auto Group, LLC, d/b/a Union Volkswagen, and Altomare 22 Union, LLC, seek authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Arent Fox LLP as special automotive counsel to the Debtor. Altomare Auto requires Arent Fox to represent the Debtor in the completion of the pending sale of the automobile dealership (the "Union Dealership"), which sale was approved by the bankruptcy Court on September 8, 2016. Arent Fox will be paid at these hourly rates: Partners $590-$965 Of Counsel $470-$940 Associates $330-$615 Paraprofessionals $180-$335 Arent Fox received payments from the Debtors in the total amount of $56,511.54 during the 90-day period before June 26, 2016. Arent Fox will also be reimbursed for reasonable out-of-pocket expenses incurred. Russell P. McRory, member of the law firm of Arent Fox 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. Arent Fox can be reached at: Russell P. McRory, Esq. Eric A. Biderman, Esq. Robert M. Hirsh, Esq. ARENT FOX LLP 1675 Broadway New York, NY 10019 Tel: (212) 484-3900 Fax: (212) 484-3990 Email: russell.mcrory@arentfox.com eric.biderman@arentfox.com robert.hirsh@arentfox.com About Altomare Auto Altomare Auto Group, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 16-22376) on June 27, 2016. On June 30, 2016, Altomare 22 Union, LLC filed a Chapter 11 petition (Bankr. D. N.J. Case No. 16-22628). The petitions were signed by Anthony Altomare, managing member. The cases are jointly administered and are assigned to Judge John K. Sherwood. At the time of the filing, Altomare Auto disclosed $9.04 million in assets and $12.78 million in liabilities. Meanwhile, Altomare 22 disclosed $256,877 in assets and $6.24 million in liabilities. No official committee of unsecured creditors has been appointed in the case. AMERICAN EQUITY: Fitch Affirms 'BB+' Rating on 6.625% Sr. Notes --------------------------------------------------------------- Fitch Ratings affirmed the Issuer Default Rating of American Equity Investment Life Holding Company (AEL) at 'BBB-'. Fitch has also affirmed the Insurer Financial Strength (IFS) ratings of AEL's insurance operating subsidiaries: American Equity Investment Life Insurance Company (AEILIC), American Equity Investment Life Insurance Company of New York and Eagle Life Insurance Company at 'BBB+'. The Rating Outlooks are Stable. KEY RATING DRIVERS The affirmation of AEL's ratings reflects the company's low risk bond portfolio, continued solid operating results, strong risk-adjusted capitalization, reasonable financial leverage and robust competitive position in the fixed indexed annuity market. The ratings also reflect AEL's above-average exposure to interest rate risk and lack of diversification in earnings and distribution. Risks associated with AEL's lack of diversification were brought into focus in April 2016 when the U.S. Department of Labor (DOL) announced new rules that include AEL's primary product, fixed indexed annuities, in the Best Interest Contract Exemption (BICE). Fitch believes that when the new rules are implemented in 2017, they will increase the administrative burden for affected companies, require more disclosure, increase litigation risk, change the way affected products are sold and could have a significant adverse effect on AEL's sales of FIAs. AEL's financial leverage and interest coverage metrics have shown significant improvement in recent years. The company's financial leverage was approximately 27% at June 30, 2016, down from a high of 43% at year-end 2010. However, Fitch expects the company's entrance into a $100 million term loan late last month to modestly increase financial leverage at Sept. 30, 2016. Likewise, GAAP interest coverage improved to 8.3x in 2015 from 5.0x in 2012 on a combination of improved earnings and lower interest expense. Interest coverage declined to approximately 6.4x in first half 2016 due to primarily to a first quarter 2016 DAC unlocking charge related to a reduction in the company's investment spread assumptions. Fitch considers AEL's bond portfolio to be of above-average credit quality. At June 30, 2016, the company's investment portfolio was constructed primarily of investment-grade fixed income securities. A high level of liquidity in the company's bond portfolio is supported by an above-average allocation to publicly traded bonds. At year-end 2015, the company's surplus exposure to risky assets (which Fitch considers to be such investments as below investment grade bonds, troubled real estate, unaffiliated common equity and other similar assets) was 52%, which is unchanged from the prior year-end and is significantly below the industry average. Fitch considers AEL's risky assets ratio to be significantly overstated due to funds withheld reinsurance agreements. Fitch considers AEL's risk-adjusted capitalization to be strong as measured by Fitch's Prism capital model, and the NAIC risk-based capital (RBC) ratio of AEL's primary insurance subsidiary, AEILIC, to be above median guidelines for the company's rating category, but reasonable for the company's business profile. At Dec. 31, 2015, the company reported an RBC ratio of 336%, down from 372% at year-end 2014. The company's capital and surplus position benefited in August 2016 from a parent company capital contribution of $135 million representing proceeds from the physical settlement of forward sales agreements related to the company's 2015 common stock offering. AEL's above-average interest rate risk reflects the company's focus on spread-based annuity products, which are vulnerable to both sustained low rates and upward interest rate shocks. Despite the company's strong recent track record in maintaining its aggregate interest rate spread, a near-term concern is the ongoing low interest rate environment, which continues to challenge the life insurance and annuity sector's ability to maintain interest rate spreads. From a longer-term perspective, as AEL's book of business matures, the occurrence of a rapid increase in interest rates could have a material adverse effect on its financial position, as it could result in a sharp increase in surrenders while the value of its largely fixed-rate investments decline in market value. Positively, AEL's book of business continues to exhibit strong protection in terms of significant surrender charges which help offset the cost to the company of early policy terminations. AEL is headquartered in West Des Moines, Iowa and reported total GAAP assets of $53.7 billion and equity of $2.6 billion at June 30 2016. AEILIC, the main operating subsidiary of AEL, is also headquartered in West Des Moines and had statutory total adjusted capital of $2.6 billion at June 30, 2016. RATING SENSITIVITIES The ability of AEL to achieve a higher IFS rating is somewhat constrained by the company's limited diversity of earnings and cash flow given a heavy focus on fixed indexed annuities. This constraint could be overcome by the following: -- Enhanced capitalization with RBC above 350% on a sustained basis; -- Financial leverage below 25%; -- Continued stable or improved operating results and investment quality. The key rating triggers that could result in a downgrade include: -- A reduction in capitalization that results in a Prism score in the low range of Adequate and RBC below 300%; -- Sustained deterioration in operating results such that interest coverage is below 3x; -- Significant increase in lapse/surrender rates; -- Financial leverage above 40%. FULL LIST OF RATING ACTIONS Fitch has affirmed these ratings with a Stable Outlook: American Equity Investment Life Holding Company -- IDR at 'BBB-'; -- 6.625% senior unsecured notes due 2021 at 'BB+'; -- Trust preferred securities at 'BB-'. American Equity Investment Life Insurance Company American Equity Investment Life Insurance Company of New York Eagle Life Insurance Company -- IFS at 'BBB+'. AMERICAN INTERNATIONAL: Former Chief Ends Testimony in Fraud Case ----------------------------------------------------------------- Randall Smith, writing for The New York Times' DealBook, reported that the six-day courtroom confrontation between Maurice R. Greenberg and lawyers for New York State accusing him of orchestrating sham transactions as chief executive of American International Group 16 years ago ended without any knockout blows. According to the report, the transactions in the civil fraud case, first filed in 2005, have already been litigated by two federal agencies, but Mr. Greenberg, 91, has continued to fight the state on the charges. David E. Nachman, the state's attorney in the trial in New York Supreme Court in Manhattan, took Mr. Greenberg methodically through his active participation at some stages of the two reinsurance deals at the heart of the case, the report related. Mr. Greenberg denied any fraudulent intent or awareness, the report further related. Stepping down from the witness box just before noon on Oct. 6, 2016, after about 15 hours on the stand over two weeks, a smiling Mr. Greenberg paused before a half dozen reporters to say he thought it went "pretty good," the DealBook said. He added, "You do what you have to do." The DealBook related that on the witness stand, Mr. Greenberg has said he either did not remember certain documents or was not involved in the details of deals. Mr. Greenberg's assertions that he left details of the two transactions to other A.I.G. executives fly in the face of his reputation "for being a detail-oriented micro manager," said David Schiff, a former insurance analyst who followed A.I.G. stock in the later Greenberg years, the report related. "These were awfully big items to dismiss and not pay attention to." Because most of the other witnesses have yet to testify, the trial is expected to continue into 2017, the report noted. About AIG With corporate headquarters in New York, American International Group, Inc., is an international insurance company, serving customers in more than 130 countries. AIG companies serve commercial, institutional and individual customers through property-casualty networks of any insurer. In addition, AIG companies are providers of life insurance and retirement services. At the height of the 2008 financial crisis, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. AIG almost collapsed under the weight of bad bets it made insuring mortgage-backed securities. The Company, however, was bailed out by the Federal Reserve, but even after an initial infusion of $85 billion, losses continued to grow. The later rescue packages brought the total to $182 billion, making it the biggest federal bailout in U.S. history. AIG sold off a number of its businesses and other assets to pay down loans received from the U.S. government. AMERICAN SUNBELT: Employs Candace Rubin as Real Estate Broker ------------------------------------------------------------- American Sunbelt Enterprises, Inc., seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ Candace Rubin Real Estate as broker. The Debtor requires Candace Rubin to: (a) market the Debtor's Commercial Property, a 4-acre real property located in Texas at 4005 SE McKinney Street, Rice, Texas 75155, which consist of a liquor store, self-storage and fireworks stand, for sale; (b) advertise the Properties at the realtor's expense; (c) show the Commercial Property to interested parties; (d) represent the estate as broker in connection with the sale of the Commercial Property; and (e) advise the Debtor with respect to obtaining the highest sale offers available in the present market for the Commercial Property. Candace Rubin will receive a commission of 4% of the gross purchase price of the Commercial Property if she is the only participating broker. However, Candace Rubin will receive a 3% commission in the event of two or more brokers involved in the transaction. At the time of the bankruptcy filing, the Debtor estimated the total value of the Commercial Property at $800,000.00. Upon information and belief, the Commercial Property has approximately $24,618.77 in liens and encumbrances against it as follows: -- IRS - $18,271.85 - lien asserted against all real and personal property -- Navarro County - $6,346.92 - approximate amount of tax liens asserted against the Commercial Property. Candace Rubin assured the Court that her 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. Candace Rubin can be reached at: Candace Rubin CANDACE RUBIN ESTATE BROKER 4054 McKinney Avenue Suite 203 Dallas, TX 75204 Tel.: 214-522-8811 Fax: 214-522-9695 Email: candace@candacerubin.com About American Sunbelt Enterprises American Sunbelt Enterprises filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 16-33151) on Aug. 5, 2016. The petition was signed by David Watson, president. Judge Barbara J. Houser presides over the case. Areya Holder, Esq., at the Law Office of Areya Holder, P.C. represents the Debtor. The Debtor estimated $1 million to $10 million in assets and $100,000 to $500 million in liabilities at the time of the filing. ANDREW L. COLEMAN: Nov. 4 Hearing to Approve Disclosure Statement ----------------------------------------------------------------- The hearing to consider approval of the Disclosure Statement accompanying the Chapter 11 Plan for debtors Andrew L. Coleman -- dba Coleman's Asphalt, dba Osceola Mills Car Wash -- and Shirley L. Coleman will be held in the U.S. Courthouse, Third Floor, Courtroom #3, 240 West Third Street, Williamsport, Pennsylvania, on Nov. 4, 2016 at 10:00 a.m. The disclosure statement and plan were filed on Sept. 21, 2016. Oct. 27, 2016, is the deadline for filing written objections to the Amended disclosure statement. As reported by the Troubled Company Reporter, the Colemans' Plan provides that Class 3 General Unsecured Claims are impaired. SEDA-COG and US Bank on account of their deficiency claims will be paid pro rata on the effective date of the Plan from the remaining proceeds of sale of Ms. Coleman's interest in the Coleman's Asphalt site and the Osceola Mills Carwash site and from the vehicles, equipment, and inventory of both businesses. Debtor Andrew Coleman will pay SEDA-COG on account of its Class 2A secured claim from proceeds of a loan from his mother. Debtor Shirley Coleman will pay SEDA-COG on account of its Class 2B secured claim, Members First Federal Credit Union on account of its Class 2D secured claim, and Community Bank, N.A., on account of its Class 2E secured claim from her pension income. The Debtors' daughter will pay County National Bank on account of its Class 2C secured claim from her own income. The bankruptcy estate will pay U.S. Bank on account of its Class 2F secured claim, any Class 1 priority claims and Class 3 general, unsecured creditors from the sale of the real and personal business assets of Coleman's Asphalt and Osceola Mills Carwash. The Disclosure Statement is available at: http://bankrupt.com/misc/pamb15-04464-56.pdf Andrew L. Coleman and Shirley L. Coleman filed for Chapter 11 bankruptcy protection (Bankr. M.D. Penn. Case No. 15-04464) on Oct. 14, 2015. They are represented by: Donald M Hahn, Esq. Stover McGlaughlin Gerace et al 122 East High Street P.O. Box 209 Bellefonte, PA 16823 Bankruptcy Judge John J. Thomas presides over the case. ANTIOCH CO: Court Upholds SRR Expert Testimony in ESOP Dispute -------------------------------------------------------------- Defendants in an employee stock ownership plan (ESOP) valuation dispute recently scored a victory, as a court ruled in their favor and upheld the expert testimony of Jeffrey M. Risius. Mr. Risius, a Managing Director in the Valuation & Financial Opinions Group at Stout Risius Ross, Inc. (SRR), provided expert testimony in Fish et al. & Evolve v. GreatBanc Trust Company et al., which centered on the valuation of The Antioch Company and fairness of ESOP-related share purchases in 2003. Antioch was the parent company of Creative Memories -- a scrapbook and accessories direct marketing company. Mr. Risius was supported during the litigation by Aziz El-Tahch, a Managing Director in SRR's ESOP & ERISA Advisory services group, and Jesse Ultz, a Managing Director in SRR's Valuation Disputes practice. The court agreed with Mr. Risius on all aspects of his testimony, which validated the ESOP's financial advisor's valuation process in 2003, addressing due diligence, analyses of company fundamentals and financial statements, financial projections, discounted cash flow methodology, and other considerations. The court also favored Mr. Risius' rebuttal of statements made by the Plaintiffs' expert witness. In its ruling, the court stated: "The opinions of the Defendants' expert witness Jeffrey Risius provide further credible and persuasive support for [the court's] conclusion that no more than fair market value was paid for the non-ESOP shareholders' stock, and that this determination was reached in good faith. Risius' opinion that all aspects of [the original valuation expert's] process for reaching its fairness and valuation opinions were reasonable and appropriate, that [its] methodology and valuation opinions were conservative based on what was known or knowable as of the date of the transaction, and that the $850 per-share value was at the 'very low end' of the range of fair market value for Antioch stock, are supported by the facts . . . and Risius' experience, expertise, and independent research and valuation analysis." In December 2003, Antioch purchased all outstanding shares of its stock held outside of its ESOP for $850 per share as part of a tender offer transaction designed to leave the company 100% ESOP-owned. In 2008, the U.S. economy as well as the market for scrapbooks had changed dramatically, and Antioch was forced to reorganize its capital structure through a Chapter 11 bankruptcy. The Plaintiffs alleged that the ESOP's shares of Antioch became worthless due to the 2003 transaction and the Defendants' actions in connection with the transaction. The Plaintiffs claimed that the Defendants were liable for breaching their fiduciary duties to the ESOP, enabling other fiduciaries' breaches, and causing a prohibited transaction in violation of sections 404, 405 and 406 of the Employee Retirement Income Security Act (ERISA). At issue was the fairness of the transaction to the ESOP. Before the transaction, the ESOP's financial advisor conducted financial and valuation analyses. It concluded that the proposed transaction -- including the $850 per share to be paid by Antioch for the non-ESOP stock -- was fair to the ESOP from a financial point of view. The Plaintiffs claimed that the fair market value of the stock was actually only $500 per share, and thus the non-ESOP shareholders were overpaid, causing damages to the Plaintiffs of over $100 million. After conducting independent market research and valuation analysis, Mr. Risius testified that the consideration paid in the transaction for the non-ESOP stock of $850 per share was at the very low end of the range of fair market value for Antioch stock at the time of the transaction. He also testified that opinions from the Plaintiffs' expert witness were not credible or reliable due in part to being infected with hindsight bias. The court entered a judgment in favor of the Defendants on all claims. Stout Risius Ross, Inc. was retained by Keating Muething & Klekamp as counsel for the Defendants. Judge Jorge L. Alonso, of the United States District Court for the Northern District of Illinois Eastern Division presided over a trial stretching over 32 days. The opinion is available at: http://www.srr.com/assets/file/fish-et-al-v-greatbanc-et-al.pdf About The Antioch Company St. Cloud, Minn.-based scrapbook company The Antioch Company and six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn. Case No. 13-41898) in Minneapolis on April 16, 2013. Antioch disclosed $10 million to $50 million in both assets and debts. The affiliates that separate filed for Chapter 11 are Antioch International-Canada LLC, Antioch International LLC, zeBlooms LLC, Antioch Framers Supply LLC, Antioch International-New Zealand LLC, and Creative Memories Puerto Rico, LLC. Founded in 1926, Antioch and its affiliates make up one of the world's preeminent suppliers of scrapbooks, related accessories, and photo solutions for memory preservation through the direct sales channel. The Debtors also go by business names Creative Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame of Mind and Webway. Antioch has 200 employees and currently has operations through the Debtor companies and foreign subsidiaries in the United States, Canada, Japan, Australia, and New Zealand. In 2012, the Company's net revenue was approximately $93.8 million and it had a net loss of $3.7 million. Antioch previously sought bankruptcy protection in 2008 (Bankr. S.D. Ohio Case No. 08-35741). In the 2013 case, the U.S. Trustee appointed a seven-member creditors committee. Faegre Baker Daniels LLP serves as its counsel. Crowe Horwath LLP serves as its financial advisor. The Antioch Company, et al., and the Official Committee of Unsecured Creditors obtained confirmation on Nov. 14, 2013, of their Second Amended Joint Plan of Reorganization dated Nov. 13, 2013. AOXING PHARMACEUTICAL: Posts $2.24 Million Net Income for 2016 -------------------------------------------------------------- Aoxing Pharmaceutical Company, Inc. filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $2.24 million on $32.3 million of sales for the year ended June 30, 2016, compared to net income of $5.81 million on $25.5 million of sales for the year ended June 30, 2015. As of June 30, 2016, Aoxing had $56.2 million in total assets, $38.2 million in total liabilities and $18.07 million in total equity. "Our cash balance as of June 30, 2016 was $6,912,100, compared to $5.37 million as of June 30, 2015. Cash used in Operations during the year ended June 30, 2016 was $534,989, while the net cash provided by operations of $3,025,739 for the year ended June 30, 2015. Cash flow from operation was negatively impacted by higher accounts receivables, which was mainly due to the development of new customers and government's procurement policy changes in the pharmaceutical industry. We expect this trend to reverse during fiscal 2017 and believe the cash flow from operation should be positively impacted by the reverse trend in account receivables. "Our investing activities in fiscal 2016 consisted of $117,862 in cash used to purchase additional property and equipment. This compares to $2,705,298 in cash for investing activities in fiscal 2015. Higher investment in fiscal 2015 was mainly for purchasing additional property and equipment relating to the Tilidine project. "Our financing activities provided $2,946,484 in cash during the year ended June 30, 2016, which included $2,739,000 cash from sale of common stock. "We have incurred operating losses in the past and had an accumulated deficit of $56.3 million as of June 30, 2016. However, we have reported positive operating results for both fiscal years 2015 and 2016. The income that we incurred during fiscal 2016, coupled with the issuance of common stock in satisfaction of debt, caused our working capital deficit to improve significantly during fiscal 2016. Our working capital deficit on June 30, 2016 was $10,948,767, which was 46.0% lower than the working capital deficit of $20,143,629 on June 30, 2015. The primary reason for our working capital deficit was the fact that there are $25.5 million in short-term debt owed to banks, related and unrelated parties. In accordance with banking customs in China, our bank loans have, throughout our history, been written on a short-term basis. Our business has survived through the years because our banks have proven willing to renew or replace our short-term debt, and we expect that practice to continue." BDO China Shu Lun Pan Certified Public Accountants LLP, in Shanghai, People's Republic of China, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2016, citing that the Company accumulated a large deficit and a working capital deficit that raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/gmUtOA About Aoxing Aoxing Pharmaceutical Company, Inc., has one operating subsidiary, Hebei Aoxing Pharmaceutical Co., Inc., which is organized under the laws of the People's Republic of China. Since 2002, Hebei Aoxing has been engaged in developing narcotics and pain management products. In 2008 Hebei Aoxing supplemented its product lines by acquiring Shijiazhuang Lerentang Pharmaceutical Company, Ltd., a specialty pharmaceutical company focusing on herbal pain related therapeutics. The Company owns 95% of the equity in Hebei Aoxing. Aoxing Pharmaceutical reported net income attributable to shareholders of the Company of $5.49 million on $25.48 million of sales for the year ended June 30, 2015, compared to a net loss attributable to shareholders of the Company of $8.21 million on $12.7 million of sales for the year ended June 30, 2014. ARNOLD MILLER: Unsecureds To Get Monthly Payments of $1,219 ----------------------------------------------------------- Arnold Miller and Anna Acosta Miller filed with the U.S. Bankruptcy Court for the District of Colorado a disclosure statement describing the Debtors' plan of reorganization dated Oct. 3, 2016. Under the Plan, Class 4 General Unsecured Claims are impaired and will get a pro rata payment of $1,219.90 per month. Payments and distributions under the Plan will be funded by the wages from the Debtors. The Debtors are both employed with wages paid periodically on a regular basis. Arnold Miller also collects Social Security. The wages the Debtors earn and the benefits of Arnold Miller will fund payments under the Plan. The Disclosure Statement is available at: http://bankrupt.com/misc/cob16-15124-45.pdf The Plan was filed by the Debtors' counsel: BKN Murray, LLP Michael J. Davis, Esq. 6795 E. Tennessee Avenue, Street 330 Denver, Colorado 80224 Tel: (720) 361-6036 Fax: (303) 758-5055 E-mail: mdavis@bknmurray.com Arnold Miller and Anna Acosta Miller filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 16-15124) on May 23, 2016. Michael J. Davis, Esq., serves as the Debtors' bankruptcy counsel. AVACEND INC: Wants to Use Hamilton State Bank Cash Collateral ------------------------------------------------------------- Avacend, Inc. seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to use cash collateral to meet its ordinary operating expenses and maintain the current state of its business. The Debtor owns and operates a staffing business located at 3155 North Point Parkway, Building G, Suite 100, Alpharetta, Georgia 30005. The Debtor submits that it has no other source of income other than the revenue generated from its business. The Debtor contends that Hamilton State Bank, Inc. asserts a first priority lien on the Debtor's business account, including its revenue, to secure a claim of approximately $1,870,000. The Debtor further contends that it is unaware of any other party asserting an interest in the cash collateral. The Debtor proposes to grant Hamilton State Bank with replacement liens in revenue generated post-petition of the same kind, extent, and priority as those existing pre-petition. The Debtor further proposes to pay Hamilton State Bank monthly adequate protection payments in the amount of $5,000 per month. A full-text copy of the Motion, dated September 27, 2016, is available at https://is.gd/2H5PYh About Avacend, Inc. Avacend, Inc. filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-66654), on September 21, 2016. The petition was signed by Kanchana Raman, authorized representative. The Debtor is represented by William A. Rountree, Esq. at Macey, Wilensky & Hennings, LLC. At the time of filing, the Debtor estimated assets at $1 million to $10 million and liabilities at $1 million to $10 million. A copy of the Debtor's list of 20 unsecured creditors is available for free at http://bankrupt.com/misc/ganb16-66654.pdf BACKGROUND IMAGES: Allowed to Use Cash Collateral Until Dec. 2 -------------------------------------------------------------- Judge Sheri Bluebond of the U.S. Bankruptcy Court for the Central District of California approved the Stipulation Regarding Extension of Authorization to Use Cash Collateral between the Background Images, Inc. and Full Circle Capital Corporation. Judge Bluebond authorized the Debtor to continue using cash collateral on a permanent basis, through the earlier of the effective date of a plan confirmed in the case, or December 2, 2016, pursuant to the Stipulation. A full-text copy of the Order, dated Oct. 5, 2016, is available at http://bankrupt.com/misc/BackgroundImages2015_215bk25957bb_412.pdf About Background Images Background Images, Inc., based in Valencia, Calif., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 15-25957) on Oct. 16, 2015. The petition was signed by Dan Ellis, president. The case is assigned to Judge Sheri Bluebond. The Debtor is represented by Dean G Rallis, Jr., Esq., at Anglin, Flewelling, Rasmussen, Campbell & Trytten LLP. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. BAERG REAL PROPERTY: Wants to Use Fannie Mae Cash Collateral ------------------------------------------------------------ Baerg Real Property Trust asks the U.S. Bankruptcy Court for the Northern District of Texas for authorization to use Fannie Mae's cash collateral. The Debtor owns and operates four apartment complexes: (1) Lake Bluff, located at 1351 E. Interstate 30, Garland, Texas; (2) Lakeview Village, located at 4501 Bobtown Road, Garland, Texas; (3) The Woods Apartments, located at 1313 E. Shady Grove Road, Irving, Texas; and (4) Oakway Manor, located at 731 S. Irving Heights Drive, Irving, Texas. Fannie Mae asserts liens on the Debtor's real and personal property, including rents. The Debtor tells the Court that it will use the cash collateral to continue its ongoing operations. The Debtor further tells the Court that it intends to reorganize its affairs, which may include a sale of the properties, and needs to continue to operate in order to pay its ongoing expenses, generate additional income and propose a plan in the case. The Debtor's proposed Budget for the month of October 2016, provides for, among others, total expenses in the amount of: (1) Lake Bluff: $40,780 (2) Lakeview Village: $34,693.77 (3) The Woods Apartments: $18,909.50 (4) Oakway Manor: $18, 909.50 The Debtor relates that it can adequately protect the interests of Fannie Mae by providing it with post-petition liens, a priority claim in the Chapter 11 bankruptcy case, and cash flow payments. The Debtor further relates that it has a third party management company that oversees and manages the Debtor's properties and will account to the Court and Fannie Mae for the use of funds. The Debtor proposes to make the following monthly payments to Fannie Mae: (1) Lake Bluff: $22,425.81 (2) Lakeview Village: $17,907.25 (3) The Woods Apartments: $12,649.94 (4) Oakway Manor: $10,058.23 A full-text copy of the Debtor's Motion, dated October 5, 2016, is available at http://bankrupt.com/misc/BaergRealProperty2016_1633793bjh11_13.pdf Fannie Mae is represented by: Kaitlan Moczulski, Esq. BRYAN CAVE 2200 Ross Avenue, Suite 3300 Dallas, TX 75201-7965 About Baerg Real Property Trust Baerg Real Property Trust dba Lake Bluffs Apartments dba Lakeview Village dba The Woods Apartments dba Oakway Manor Apartments filed a chapter 11 petition (Bankr. N.D. Tex. Case No 16-33793) on September 29, 2016. The petition was signed by Hal Baerg, Jr., trustee. The Debtor is represented by Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC. The case is assigned to Judge Barbara J. Houser. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. BANK OF COMMERCE: Taps Hovde as Financial Advisor ------------------------------------------------- Bank of Commerce Holdings, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Hovde Group LLC as investment banker and financial advisor to the Debtor. Bank of Commerce commenced the bankruptcy case in accordance with the requirements of a written Acquisition Agreement dated September 22, 2016 (the "Agreement"), which will permit the sale of the Debtor's stock in its subsidiary The Bank of Commerce, the compromise of subordinated debt at the Bank level, and the injection of new capital into the Bank in an amount sufficient to comply with an existing regulatory order. Bank of Commerce requires Hovde Group to: a. assist the Debtor with the proposed sale process by corresponding and communicating with potential buyers; b. provide advice and analysis with respect to any bids for the assets of the Debtor; c. prepare an analysis of the winning bid and the value created by the bid; d. assess the capability of potential bidders to perform under any proposed sale agreement; e. assist the Debtor in the preparation of any necessary reports, disclosure statement or plan of reorganization; and f. perform all other necessary services in connection with the Chapter 11 case. Hovde will be paid a flat fee of $450,000 for the completion of a Sale Transaction. Prior to the Petition Date, Hovde has received an Engagement Fee of $100,000. Hovde will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael F. Timothy, director of Hovde 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. Hovde Group can be reached at: Michael F. Timothy HOVDE GROUP, LLC 1629 Colonial Parkway Inverness, IL 60067 Tel: (813) 380-4401 About Bank of Commerce Bank of Commerce Holdings, Inc., based in Sarasota, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-08197) on September 22, 2016. Daniel F Blanks, Esq., at Nelson Mullins Riley & Scarborough, LLP, as bankruptcy counsel. In its petition, the Debtor estimated $100,000 to $500,000 in assets and $10 million to $50 million in liabilities. The petition was signed by Charles O. Murphy, president. No official committee of unsecured creditors has been appointed in the case. BARRY L. BINGHAM: Plan Confirmation Hearing Set for Oct. 24 ----------------------------------------------------------- The Hon. Marcia Phillips Parsons of the Bankruptcy Court for the Eastern District of Tennessee approved the amended disclosure statement explaining the Chapter 11 Plan of debtors Barry L. Bingham and Dawn W. Bingham. The Court will hold a hearing to consider confirmation of the Plan on Oct. 24, 2016, at 9:00 a.m., in the bankruptcy courtroom, James H. Quillen United States Courthouse, 220 West Depot Street, Greeneville, Tennessee. The Amended Plan documents were filed by the Debtors on Sept. 13, 2016. Oct. 20, 2016, is fixed as the last day for returning a ballot accepting or rejecting the plan. Oct. 20, 2016, is fixed as the last day for filing with the clerk objections to confirmation of the plan. Oct. 20, 2016, is fixed as the last day for filing with the clerk objections to discharge under 11 U.S.C. Sec. 727(a). As reported by the Troubled Company Reporter, Barry and Dawn Bingham on September 13 filed with the Bankruptcy Court their latest Chapter 11 plan of reorganization, which proposes to make a lump sum pro rata distribution in the amount of $5,000 to general unsecured creditors on June 1, 2017. The restructuring plan will be funded from the net proceeds generated from the liquidation of the Debtors' real property and from funds in the possession of the Debtors, according to the disclosure statement explaining the plan. A copy of the Disclosure Statement is available for free at https://is.gd/gVouwZ About Barry and Dawn Bingham Barry and Dawn Bingham, both residents of Johnston City, Tennessee, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 15-51864) on Dec. 15, 2015. The Debtors are represented by Charles Parks Pope, Esq., at The Pope Firm. BARRY S. MITTELBERG: Taps Advantage Law Group as Legal Counsel -------------------------------------------------------------- Barry S. Mittelberg, P.A. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Advantage Law Group P.A. The firm will serve as the Debtor's legal counsel in connection with its Chapter 11 case. The services to be provided by the firm include advising Mittelberg regarding its duties as a debtor, and representing it in negotiations with creditors in the preparation of a Chapter 11 plan. Stan Riskin, Esq., disclosed in a court filing that the firm does not represent any interest adverse to Mittelberg or its bankruptcy estate. The firm can be reached through: Stan Riskin, Esq. Advantage Law Group P.A. 950 S. Pine Island Road, Suite A-150 Plantation, FL 33324 Phone: 954-871-2074 About Barry S. Mittelberg Barry S. Mittelberg, P.A. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Fla. Case No. 16-22322) on September 6, 2016. BEAZER HOMES: Closes Tack-on Offering of $100M Senior Notes ----------------------------------------------------------- Beazer Homes USA, Inc., announced the completion of its tack-on offering of an additional $100 million aggregate principal amount of its 8.750% Senior Notes due 2022. The Additional Notes were offered in a private offering that was exempt from the registration requirements of the Securities Act of 1933. The net proceeds of the offering will be used to redeem all of the Company's outstanding 9.125% Senior Notes due 2019. The Additional Notes were issued as additional notes under that certain Indenture, dated Sept. 21, 2016, as supplemented by that certain First Supplemental Indenture. The terms of the Additional Notes, other than their issue date and issue price, will be identical to the terms of, and the Additional Notes will be an additional issuance of, the $400,000,000 principal amount of our 8.750% Senior Notes due 2022 issued pursuant the Base Indenture. The Additional Notes will trade interchangeably with the Original Notes. In connection with the issuance of the Additional Notes, the Company and the Guarantors entered into a Registration Rights Agreement, dated as of Sept. 30, 2016, with the representative of the Initial Purchasers. The Registration Rights Agreement requires the Company to register under the Securities Act the issuance, in exchange for the privately-placed Additional Notes, of 8.750% Senior Notes due 2022 having substantially identical terms to the Additional Notes and to complete the exchange or, if the exchange cannot be effected, to file and keep effective a shelf registration statement for resale of the privately-placed Additional Notes. Failure of the Company to comply with the registration and exchange requirements in the Registration Rights Agreement within the specified time period would require the Company to pay as liquidated damages additional interest on the privately-placed Additional Notes until the failure to comply is cured. About Beazer Homes USA Headquartered in Atlanta, Beazer Homes is a geographically diversified homebuilder with active operations in 13 states within three geographic regions in the United States. The Company's homes meet or exceed the benchmark for energy-efficient home construction as established by ENERGY STAR and are designed with Choice Plans to meet the personal preferences and lifestyles of its buyers. In addition, the Company is committed to providing a range of preferred lender choices to facilitate transparent competition between lenders and enhanced customer service. The Company's active operations are in the following states: Arizona, California Delaware, Florida, Georgia, Indiana, Maryland, Nevada, North Carolina, South Carolina, Tennessee, Texas and Virginia. Beazer Homes is listed on the New York Stock Exchange under the ticker symbol "BZH." As of June 30, 2016, the Company had $2.31 billion in total assets, $1.67 billion in total liabilities and $641 million in total stockholders' equity. * * * Beazer carries a 'B-' issuer credit rating, with "negative" outlook, from Standard & Poor's. In June 2015, Moody's Investors Service upgraded Beazer Homes USA, Inc.'s Corporate Family Rating to B3 from Caa1 and its Probability of Default Rating to B3-PD from Caa1-PD. As reported by the TCR on Sept. 4, 2015, Fitch Ratings had affirmed the ratings of Beazer Homes USA, Inc. (NYSE: BZH), including the company's Issuer Default Rating (IDR), at 'B-'. Beazer's 'B-' IDR reflects the company's execution of its business model in the current moderately recovering housing environment, land policies, and geographic diversity. BILL BARRETT: Posts Updated October Investor Presentation --------------------------------------------------------- An updated investor presentation for October 2016 was posted on Bill Barrett Corporation's website at http://www.billbarrettcorp.com/on Oct. 5, 2016. 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. BING ENERGY: Wants Plan Filing Deadline Moved to March 2017 ----------------------------------------------------------- Bing Energy International, Inc. and Bing Energy International, LLC ask the U.S. Bankruptcy Court for the Northern District of Florida to extend the time within which only the Debtors may file a plan, and during which only the Debtors may solicit acceptances to a plan, through and including, March 4, 2017 and May 3, 2017, respectively. The Debtors request this extension of the exclusive period to provide them with additional time to prosecute the Adversary Proceedings, and determine whether it is possible to develop a new business plan which will ensure the continued viability of the Debtors. The Debtors tell the Court that they have also filed two adversary proceedings on the Petition Date, "Bing Energy International, Inc. v. James Zhai, Adv. Pro. 16-04011," and "Bing Energy International, Inc. v. Jian-Peng Zheng, Case No 16-40323," which are currently pending before the Court. The Debtors further tell the Court that a favorable resolution of the Adversary Proceedings could provide them with additional capital necessary to ensure the Debtors' continued success. About Bing Energy International Bing Energy International, LLC and Bing Energy International, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Fla. Lead Case No. 16-40323) on July 7, 2016. The petition was signed by Dean R. Minardi, chief executive officer. The case is assigned to Judge Karen K. Specie. At the time of the filing, Bing Energy International, LLC estimated its assets at $1 million to $10 million and debts at $500,000 to $1 million. Bing Energy International, Inc. estimated its assets at $1 million to $10 million and debts at $100,000 to $500,000. The Office of the U.S. Trustee on August 10 appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 cases of Bing Energy International, LLC, and Bing Energy International, Inc. The committee members are: (1) Energy Florida, Inc.; (2) J&J Materials, Inc.; (3) Richard Hennek; (4) Florida State University Research Foundation; and (5) VPJP, LLC. BIRDSTONE INC: Ordered to Pay $8,500 to Lender ---------------------------------------------- Judge John P. Gustafson of the United States Bankruptcy Court for the Northern District of Ohio, Western Division, ordered that Birdstone, Inc., et al., must pay to First Federal Bank of the Midwest $8,500 on, or before, October 14, 2016, without interest or penalty. Birdstone moved to request determination by the court of the effect of the confirmation of the plan upon preconfirmation orders of adequate protection. This involved two documents: the Cash Collateral Order and the Order Confirming the Chapter 11 Plan. The Cash Collateral Order provides for payments of $17,000 per month for the months of June, July and August of 2016. However, the Order stated that "Debtors' right to use the Cash Collateral in accordance with the terms of this Order shall terminate upon the earliest of (a) the confirmation, ...". For the month of August 2016, the debtors made the initial semi-monthly adequate protection payment of $8,500. However, on advice of counsel, the debtors did not make the second $8,500 adequate protection payment. Article IV(A)(1) of the Plan states: "Revesting of Assets. On the effective date, all property making up the Estate (including Causes of Action, but excluding property that has been abandoned pursuant to an order of the Bankruptcy Court) shall revest in the Reorganized Debtor, free and clear of all claims." In turn, the Amended Chapter 11 Plan, Article 1(A)(17), states: "'Effective Date of the Plan' shall mean 30 days after entry of an order of confirmation." Judge Gustafson found that the right to use cash collateral appeared to terminate under the Cash Collateral Order, but under the terms of the plan, property of the estate did not vest in the debtors for 30 days. Thus, the judge concluded that nothing triggered the termination of the automatic stay under 11 U.S.C. Section 362(c)(1), and that the bankruptcy estate, and the automatic stay, continued to exist after confirmation. This did not change until the Effective Date of the plan, when property was vested in the debtors pursuant to Article IV(A)(1) of the plan. Further, Judge Gustafson pointed out that while the right to payment for the use of cash collateral should, arguably, terminate with the debtors' right to use it, there is no indication that the debtors actually stopped using First Federal’s cash collateral. Judge Gustafson interpreted the Cash Collateral Order as continuing both the allowance of the use of cash collateral, and the obligations to make payments under the terms of the Cash Collateral Order, until the "Effective Date of the Plan." The judge thus obligated the debtors to make one additional cash collateral payment, of $8,500, to First Federal. A full-text copy of Judge Gustafson's October 4, 2016 memorandum and order is available at http://bankrupt.com/misc/ohnb15-30551-235.pdf About Birdstone, Inc. Birdstone, Inc., and Dovetail Inc. filed chapter 11 petitions (Bankr. N.D. Ohio Case Nos. 15-30551 and 15-30553) on Mar. 1, 2015, and are represented by Steven L. Diller, Esq., at Diller and Rice, LLC, in Van Wert, Ohio. At the time of the filings, the Debtors estimated their liabilities at less than $10 million. BLANKENSHIP FARMS: Employs Robert Vandiver as Special Counsel ------------------------------------------------------------- Blankenship Farms LP seeks authorization from the U.S. Bankruptcy Court for the Western District of the Tennessee to employ Robert B. Vandiver, Jr., as special counsel. The Debtor requires Robert Vandiver to render legal services concerning on the Deere's Motion where a contested matter in the Debtor's collateral valuation and Deere's collateral valuation exists. Robert Vandiver will be paid at an hourly rate of $225.00. Robert B. Vandiver, Jr., the Attorney at Law of the 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. Robert Vandiver can be reached at: Robert B. Vandiver, Jr., Esq. ROBERT B. VANDIVER, JR 227 W Baltimore St Jackson, TN 38301 Tel.: 731-554-1313 Email: website@robvandiver.com About Blankenship Farms Headquartered in Parsons, Tennessee, Blankenship Farms, LP, is an active Tennessee limited partnership whose primary business is farming operations for row crop and cattle. It filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tenn. Case No. 16-10840) on April 27, 2016, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by James Trent Blankenship, president of TWB Management Inc., general partner of Debtor. Judge Jimmy L. Croom presides over the case. Robert Campbell Hillyer, Esq., at Butler Snow LLP serves as the Debtor's bankruptcy counsel. BLUE LEOPARD: Barrington Capital To Get $1,520 Over 36 Months ------------------------------------------------------------- Blue Leopard L.L.C. filed with the U.S. Bankruptcy Court for the District of Nevada an amended disclosure statement for the Debtor's plan of reorganization. A hearing to consider the approval of the Amended Disclosure Statement is set for Nov. 2, 2016, at 9:30 a.m. Under the Plan, the Class 1 - Secured Claim of Barrington Capital Corp regarding the mortgage claim against 316 Lingering LN, Henderson, Nevada 89012, will be re-amortized and rescheduled over 360 months at 4.5% interest fixed per annum. Barrington Capital Corp will have an allowed secured claim of $300,000. Monthly principal and interest payments of $1,520.06 will commence on the effective date of the plan and continue for a term of 30 years (360 months) or until paid in full, whichever comes first. The Debtor will also tender to Barrington Capital funds to be placed into an escrow account each month which equal 1/12 of the yearly tax and hazard funds paid by Barrington Capital. It is estimated that the monthly escrow payment to be paid by Debtor will be $219.19 per month. The Mortgage Note will govern all other terms of this claim. The unsecured portion of Barrington Capital's claim will be reclassified as a Class 8 General Unsecured Claim to receive a disbursement on a pro-rata basis with other members of the General Unsecured Class. The Debtors believe that they will have either (a) enough cash on hand or (b) sufficient cash flow on the effective date of the Plan to pay all claims and expenses that are entitled to be paid on that date the final plan payments of the claims are expected to occur about Oct. 5, 2021. As reported by the Troubled Company Reporter on Sept. 1, 2016, the Debtor filed with the Court a proposed plan to exit Chapter 11 protection, which proposed that Class 8 general unsecured claims will be disbursed a total of $3,720, on a pro-rata basis. Monthly payments of $225 will be tendered to the disbursement agent, starting on the effective date of the plan and continuing for a term of 60 months. The Amended Disclosure Statement is available at: http://bankrupt.com/misc/nvb16-10686-106.pdf About Blue Leopard Blue Leopard L.L.C. is a business which operates as a holding company for five pieces of real estate. It is owned 50% by J Colby Wheeler, and 50% by Chad Slade. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 16-10686) on Feb. 18, 2016. The petition was signed by J. Colby Wheeler, managing member. The case is assigned to Judge Mike K. Nakagawa. The Debtor is represented by Seth D. Ballstaedt, Esq., at The Ballstaedt Law Firm. The Debtor estimated assets of $500,000 to $1 million and debts of $1 million to $10 million. BLUEBERRY TWIST: Unsecureds To Get Monthly Payment of $5,000 ------------------------------------------------------------ Blueberry Twist Partnership filed with the U.S. Bankruptcy Court for the Eastern District of California a combined plan of reorganization and disclosure statement. Under the Plan, Class 3 General Unsecured Creditors are impaired. This class included trade creditors and the unsecured portion of taxes owed. These claims total $495,707.43. Payment to this class will occur after the satisfaction of Classes 2 and 3 as well as all administrative priority claims including the ongoing professional fees incurred by the revested debtor in prosecution of the Plan and priority tax claims. Upon the satisfaction of Classes 2 and 3 and the administrative priority claims and priority tax claims the Debtor will pay $5,000 per month to be divided pro rata between holders of allowed Class 3 claims. However, in no event monthly payments to Class 3 will continue after 60 months after the Effective Date of the Plan. Upon the Effective Date of the Plan and after the payment of allowed administrative priority claims the Debtor will start making monthly payments to Class 2 in the amount of $2,000 per month and payments to unclassified priority tax claims in the amount of $3,000 per month. Payments to Class 1 will continue pursuant to the stipulation approved by the Court on July 29, 2016. Upon satisfaction (estimated to be 12 months after the Effective Date) of the Class 1 claim payments to Class 2 will increase to $5,000 per month and Class 3 will increase to $5,000 per month. The Debtor reserves the right to allocate payments to priority tax claims. The Debtor will have 24 months from the Effective Date to market and sell the Cornucopia Restaurant as well as the real property the restaurant is located upon currently owned by Todd and Gail Barnes. The Debtor will have the right to sell the restaurant and property together or separately. Proceeds will be allocated, after reasonable and customary costs of sale including broker's fees, first to the Class 1 Claim unless previously satisfied, then to Class Two, then to unclassified priority tax claims and then to Class 3 Claims. The Combined Plan and Disclosure Statement is available at: http://bankrupt.com/misc/caeb16-22263-73.pdf The Plan was filed by the Debtor's counsel: Stephen M. Reynolds, Esq. Reynolds Law Corporation 424 2nd Street, Suite A Davis, CA 95616 Tel: (530) 297-5030 Fax: (530) 297-5077 E-mail: sreynolds@lr-law.net Headquartered in Oroville, California, Blueberry Twist Partnership filed for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No. 16-22263) on April 11, 2016, estimating its assets and debts at between $1 million and $10 million. The petition was signed by Todd Barnes, managing partner. Judge Christopher D. Jaime presides over the case. Stephen M. Reynolds, Esq., at Reynolds Law Corporation serves as the Debtor's bankruptcy counsel. BUNGE LTD: Fitch Affirms 'BB+' Rating on Preference Shares ---------------------------------------------------------- Fitch Ratings has affirmed Bunge Ltd.'s Long-Term Issuer Default Rating at 'BBB'. Bunge had approximately $6.9 billion of total debt (granting 50% equity credit for Bunge's convertible preference shares) at the end of June 30, 2016. The Rating Outlook is Stable. KEY RATING DRIVERS Agribusiness Segment Concentration Bunge has a leading position in oilseed processing and logistics that supports the approximately $41 billion in consolidated revenues. Bunge has considerable geographical diversification with its global asset footprint covering all major export and import markets although it has substantial exposure to South America including approximately 36% of its total processing capacity. While there is some diversification of the business portfolio provided by the food and ingredients businesses, the agribusiness segment currently represents more than 80% of operating income. In an effort to offset earnings concentration and help reduce volatility, over the longer term, Bunge targets increasing the value added contribution of the food and ingredients businesses (edible oil and milling products) to approximately 35% of total operating income through a combination of organic growth and asset purchases. This compares to 16% in 2015. Fitch views Bunge's business risk profile as weaker relative to its peers, Cargill or ADM, due to smaller operational scale and less geographic and commodity diversification. Bunge also has experienced challenges with driving sustained growth in operational earnings as EBITDA has vacillated in the $1.6 billion to $1.8 billion range during the past six years. Fitch expects EBITDA will remain range bound at these levels over the next couple of years. When combined with moderately higher average leverage during the past several years, these factors result in a three notch ratings differential between Bunge and its peers (ADM and Cargill). Earnings Pressure in South America In the first half of 2016 (1H'16) Bunge experienced price and margin volatility within the South American agribusiness segment due to negative effects from weather and weakening of the U.S. dollar against key grain growing region currencies. Near-term margins have also been pressured in South America due to higher than anticipated farmer retention of soybeans. Consequently, EBIT in Agribusiness declined to $450 million in 1H16 from $494 million in 1H15. As such, Fitch believes overall operating income could decline up to the mid-single digits in 2016. The view is driven by the current conservativism around the operating environment in the agribusiness segment particularly in South America due to farmers' unwillingness to sell grains creating limited merchandising and crushing opportunities that will likely extend into 2017. Offsets to the challenges in South America include expectations for increasing U.S. and Black Sea grain exports and general improvement in soy and softseed crush margins outside of South America. The remaining Food & Ingredients, Fertilizer and Sugar & Bioenergy segments are expected in aggregate to contribute approximately $260 million to EBIT in 2016 versus $140 million in 2015. Consequently, Fitch believes that Bunge's EBITDA will remain in the range of $1.7 billion to $1.8 billion in 2016, in line with the average EBITDA over the last four years. The long-term outlook for the agriculture industry remains favorable given higher consumption of protein in developing countries and increasing demand for biofuels. For Bunge to drive EBITDA growth beyond the current $1.8 billion range, the company will need to improve its execution on improving asset returns and may need to consider additional accretive acquisitions. Exposure to Commodity Volatility Bunge along with other agricultural processors are subject to variations with commodity pricing that can be affected by a range of unpredictable macro environmental conditions that include weather, crop disease outbreaks, and government agricultural policy changes. Thus, Bunge can be exposed to periods of volatile agricultural commodity pricing swings stemming from periodic supply/demand imbalances, timing of cash payments or foreign exchange movements that can negatively affect U.S exports. Consequently, operating earnings can be pressured and/or debt can increase, which can quickly increase leverage. During the past three years, global grain supplies have been replenished from large harvests of key crops, limiting volatility and resulting in lower prices. RMI Supports Ratings Agricultural commodity trading and processing companies maintain substantial grain and oilseed inventories that are hedged and could readily be converted into cash to enhance their liquidity and reduce debt. This high level of liquid readily marketable inventories (RMI), when combined with cash and short-term marketable securities, provides substantial financial flexibility during periods of earnings volatility associated with agricultural cycles, partially mitigating financial risk. Commercial paper, accounts receivable securitizations and bank credit facilities are generally used to finance seasonal working capital needs, primarily related to RMI. For credit purposes, Fitch calculates RMI adjusted leverage by first subtracting the minimum or base level inventory required to operate a downstream processing facility. This inventory is not generally readily available for liquidation purposes with a going concern entity. An additional 10% discount is taken for the remaining merchandisable inventory (reported RMI less minimum base processing inventory) to account for potential basis risk loss on their hedging positions. Leverage Expected to Moderate RMI adjusted leverage (Total debt with equity credit less RMI / EBITDA less RMI interest) increased to 2.0x and gross leverage increased to 3.8x for the latest-12-month (LTM) period as of June 30, 2016, from 1.7 x and 2.9x, respectively in 2015. This was primarily driven by working capital usage due to increases with the price and volume of soy related RMI. Bunge reported RMI increased during the first half by approximately $1.4 billion to $5 billion. Fitch expects debt levels to decline in 2016 as RMI levels normalize, partially offset by EBITDA pressure for the remainder of 2016 in the South American operations resulting in RMI adjusted leverage of slightly above 2x. For 2017, Fitch expects RMI leverage should decline to the 1.8x to 1.9x range given a moderate recovery in EBITDA and stable debt levels. Shareholder Returns Expected to Moderate Share repurchases have ramped up the past two years to $300 million annually compared to none in 2012 and 2013. Bunge repurchased $200 million in shares during the first half of 2016. With the increase in leverage, Fitch expects Bunge will curtail share repurchase activity during at least the next 12 to 18 months as the company has made a couple of acquisitions including the purchase of the controlling interest in the corn flour producer Grupo Minsa S.A.B. de C.V. Dividends have increased in the low double-digits annually and are expected to rise over the long term, tracking expected growth in earnings. Fitch recognizes the risk for an agribusiness company vulnerable to volatile working capital swings directing significantly more cash flow to shareholders but views it as currently manageable given anticipated cash flow generation. KEY ASSUMPTIONS Key assumptions within Fitch's rating case in 2016 for Bunge include: -- EBITDA declining by approximately $100 million from 2015 levels to the $1.7 billion range; -- Capital spending to remain below historical levels at approximately $850 million; -- Free cash flow (FCF) turning modestly negative due to increased working capital requirements; -- Modest acquisition activity focused on bolt-on purchases; -- RMI adjusted leverage slightly above 2x and gross debt leverage in the low 3x range. In 2017, Fitch's assumptions include: -- EBITDA recovering to $1.8 billion; -- Capital spending of approximately $750 million; -- Free cash flow (FCF) turns moderately positive; -- RMI adjusted leverage of approximately 1.8x to 1.9x and gross debt leverage of approximately 3x or less. Fitch's assumption also includes that commodity prices remain relatively stable over the forecast period. RATING SENSITIVITIES Future developments that may individually or collectively, lead to a negative rating action: -- RMI adjusted leverage sustained above 2x range driven by EBITDA compression and/or a meaningfully higher debt levels most likely from changing macro environmental conditions or increase in working capital; -- Gross leverage sustained above 3.5x; -- A material increase in leverage from a significant debt financed acquisition, with lack of meaningful deleverage that returns RMI adjusted leverage to below 2x 24 months post transaction; -- Change in financial policy; -- Lack of FCF generation lasting over two years. Given the inherent earnings volatility within the business, the significant periodic supply/demand imbalances and where Bunge is expected to manage its capital structure, Fitch views a positive rating action as unlikely over the intermediate term. Future developments that could, individually or collectively, lead to a positive rating action include: -- Materially improved diversification and profitability of the corporate portfolio with increased contribution from the value-added food and ingredients businesses such that Bunge can achieve EBITDA growth over a multiyear period and exhibit more stability over the commodity pricing cycle; -- A commitment to operate RMI adjusted leverage consistently below 1.5x coupled with improved consistency with FCF generation. LIQUIDITY Bunge's internal sources of liquidity include $548 million of cash and cash equivalents, $215 million of marketable securities and short-term investments and FCF that can fluctuate from positive to negative from year to year. Bunge generated a deficit of $722 million during the LTM period due primarily to the working capital increase in RMI attributable to merchandising activities that increased by $1.3 billion in the first six months of 2016. Fitch expects FCF remaining modestly negative in 2016 due to working capital requirements and earnings pressure in the agribusiness segment. A key credit concern of commodity processors is access to sufficient liquidity given historically volatile working capital needs. Bunge has abundant sources of external liquidity provided by various credit facilities available to fund its operations globally, with approximately $5 billion in capacity under its revolving bank agreements and commercial paper program, of which $3.4 billion was available at the end of the second quarter of 2016. In addition to the committed credit facilities, Bunge through its financing subsidiaries will from time-to-time enter into bilateral short-term credit lines as necessary. As of June 30, 2016, there was $300 million outstanding. The bank commitments at Bunge Limited Finance Corp. (BLFC) are comprised of unsecured bilateral three-year agreements of $200 million maturing in June 2019 and $500 million maturing November 2016 with $100 million of borrowings outstanding, a $865 million five-year CoBank revolving credit agreement maturing May 30, 2018 with $290 million outstanding, and a five-year syndicated unsecured revolver totalling $1.1 billion maturing in November 2019 with no borrowings outstanding. In addition, Bunge has a three-year $1.75 billion revolving credit facility established by Bunge Finance Europe B.V. (BFE) with $752 million in borrowings outstanding. The revolver, which can be expanded by $250 million, matures in August 2018 and can be extended by two one-year periods. A $600 million liquidity facility at Bunge Asset Funding Corp. (BAFC) backstops a $600 million commercial paper program that had $450 million outstanding. Bunge also participates in a receivables securitization program that provides funding up to $700 million. Bunge subsidiaries sell receivables to a bankruptcy remote entity (Bunge Securitization B.V.) that subsequently sells the receivables. Receivables sold under the program (and derecognized on the balance sheet) were $568 million and $524 million as of June 30, 2016 and Dec. 31, 2015, respectively. Bunge has material maturities in the next 12 months including $250 million of unsecured notes due in April 2017 and $600 million of unsecured notes due in June 2017. During 2016, Bunge issued EUR600 million and US$700 million of senior notes in the European and U.S public debt markets respectively, which are expected to be used to repay next year's debt maturities along with some financing needs for bolt-on acquisitions. Fitch affirms the ratings of Bunge and its subsidiaries as: Bunge Limited -- Long-Term IDR at 'BBB'; -- Preference shares at 'BB+'. Bunge Limited Finance Corp. (BLFC) -- Long-Term IDR at 'BBB'; -- Senior unsecured bank facility at 'BBB'; -- Senior unsecured notes at 'BBB'. Bunge Finance Europe B.V. (BFE) -- Long-Term IDR at 'BBB'; -- Senior unsecured bank facility at 'BBB'; -- Senior unsecured notes at 'BBB'. Bunge N.A. Finance L.P. (BNAF) -- Senior unsecured notes at 'BBB'. The Rating Outlook is Stable. CAESARS ENTERTAINMENT: Fitch Puts 'CC' IDR on CreditWatch Positive ------------------------------------------------------------------ Fitch Ratings has placed the ratings of Caesars Entertainment Corp (CEC, parent), Caesars Entertainment Resort Properties, LLC (CERP), Caesars Growth Properties Holdings, LLC (CGPH) and Corner Investment PropCo, LLC (The Cromwell) on Rating Watch Positive. The placement on Watch Positive reflects CEC and representatives of all of Caesars Entertainment Operating Company's (CEOC) major creditor classes reaching a restructuring agreement for CEOC. The Watch Positive also takes into consideration the reduced risk that a reorganization of CEOC will be materially detrimental to the credit profiles of Caesars' non-bankrupt entities, namely CERP and CGPH. CEOC RESTRUCTURING PROGRESS An agreement has been reached for CEOC to emerge from chapter 11 and be reorganized into an OpCo/PropCo structure. In order to get all major creditor classes on board, CEC and its sponsors recently increased its planned contributions toward creditor recoveries. This included the sponsors' remaining equity in CEC (company estimates the value is $954 million) and additional cash contributions through funding by director & officers liability (D&O) insurance. The Watch Positive recognizes that a number of hurdles still remain for a successful reorganization of CEOC and that execution risk is present. This includes, but is not limited to, assurance that the proposed separation of the gaming operations and real estate assets will not create significant tax liabilities and successfully raising new debt needed to facilitate the proposed reorganization. The tax assurance (whether an asset spin-off or partnership contribution structure is utilized) can come in the form of either a private letter ruling from the IRS or a third-party opinion letter from Caesars' legal counsel, neither of which have been obtained yet to Fitch's knowledge. Having all major creditor classes reach an agreement in terms reduces the risk that the non-bankrupt Caesars entities will be subject to a materially adverse outcome related to the CEOC related litigation. For CERP/CGPH, Fitch's primary concern has been related to a reversal of the asset sales and transfers or an assessment against CERP/CGPH. For CEC, the primary concern has been the linkage between CEC and CEOC vis-a-vis CEC's collection guarantee of CEOC's credit facility and the possibility that CEC would be liable under the payment guarantee of CEOC's notes. The revised reorganization plan will remove these risks as all pending and potential litigation claims and causes of action related to the parent guarantee and asset sales and transfers will be released once the CEOC reorganization plan is confirmed by the court. Upon emergence CEC's IDR will be closely linked to the CEOC's proposed OpCo given the proposed guarantee of certain obligations by CEC. Fitch does not link the ratings of CERP and CGPH to CEOC or CEC given the tight restricted-payment covenants in these entities' debt documents. CGPH/CERP CREDIT PROFILES CEOC risk notwithstanding, CGPH's credit profile is more consistent with the higher end of the 'B' IDR category, and Fitch is likely to upgrade CGPH at least one notch upon the successful completion of CEOC's reorganization. CERP's credit profile is more consistent with the current 'B-' IDR given its higher leverage (7.5x as of June 30, 2016). However, Fitch anticipates CERP's credit profile will continue to improve and may be more consistent with a higher IDR at the time CEOC's reorganization is executed. Both entities have delevered over the past few years through EBITDA growth, scheduled amortization, and revolver paydown. Leverage for CERP and CGPH (including the Cromwell) was 7.5x and 5.9x, respectively, for the LTM period ending June 30, 2016. Free cash flow (FCF) generation has also materially improved, with CERP and CGPH generating $151 million and $99 million of FCF during the same time period, respectively. Additional delevering is likely as Fitch expects positive trends on the Las Vegas Strip to continue. Furthermore, the CERP and CGPH credit facilities contain 50% excess cash flow sweeps so long as senior secured leverage ratios are above certain thresholds (2.75x for CERP, 3.5x for CGPH). CGPH could also invest in additional capex projects in lieu of debt paydown. However, the incremental EBITDA benefit from such projects will also have a delevering effect. RATING SENSITIVITIES CERP Positive: Future developments that may, individually or collectively, lead to positive rating action include: -- Completion of CEOC reorganization without having a material adverse effect on CERP; -- Discretionary run-rate FCF sustaining above $100 million; -- Debt/EBITDA declining below 6.5x. Negative: Future developments that may, individually or collectively, lead to negative rating action include: -- Difficulty executing the proposed CEOC reorganization such that litigation risk for Caesars' non-bankrupt entities increases; -- Discretionary run-rate FCF declining towards $0; -- CERP's debt/EBITDA exceeding 9x for an extended period of time. CGPH Positive: Future developments that may, individually or collectively, lead to positive rating action include: -- Completion of CEOC reorganization without having a material adverse effect on CGPH; -- Discretionary run-rate FCF sustaining above $100 million; -- Debt/EBITDA declining below 6.5x. Negative: Future developments that may, individually or collectively, lead to negative rating action include: -- Difficulty executing the proposed CEOC reorganization such that litigation risk for Caesars' non-bankrupt entities increases; -- Discretionary run-rate FCF declining towards $0; -- CGPH's debt/EBITDA exceeding 9x for an extended period of. CROMWELL RATING CONSIDERATIONS Fitch believes there is strong linkage between CGPH and the Cromwell. Cromwell is strategically important to CGPH given its profitability, prime location on the Strip, and focus on the millennial-based amenities such as the Drai's club. FULL LIST OF RATING ACTIONS Fitch has placed these ratings on Rating Watch Positive: Caesars Entertainment Corp. (CEC) -- Long-term IDR 'CC'. Caesars Entertainment Resort Properties, LLC (CERP) -- IDR 'B-'; -- Senior secured first-lien credit facility 'B+/RR2'; -- First-lien notes 'B+/RR2'; -- Second-lien notes 'CCC/RR6'. Caesars Growth Properties Holdings, LLC (CGPH) -- IDR 'B-'; -- Senior secured first-lien credit facility 'BB-/RR1'; -- Second-lien notes 'B-/RR4'. Corner Investment PropCo, LLC (The Cromwell) -- Long-term IDR 'B-'; -- Senior secured credit facility 'B+/RR2'. CAL DIVE: Hires Investment Recovery and Donna Gottschalk -------------------------------------------------------- Cal Dive International, Inc. and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Investment Recovery Group and Donna M. Gottschalk, CPA. The Debtors require: (a) Investment Recovery to assist the Debtors in monetizing otherwise unknown potential tax or other assets of the Debtors' estates pursuant to Bankruptcy Code sections 327(a), 328(a), 329, and 363, Federal Rules of Bankruptcy Procedure 2014(a) and 2016(a), and Local Rules 2014-1; and (b) Ms. Gottschalk to prepare and file the Debtors' federal and state tax returns. The Debtors will compensate Investment Recovery under a contingency-based finder's fee, as set forth in the parties' Finder's Fee Agreement, of 60% of any realized or collected tax rebates and tax-related claims constituting previously unrealized Company assets that Investment Recovery may uncover and the Debtors may elect, in their sole discretion, to pursue. All services performed by Ms. Gottschalk will be paid by Investment Recovery either from the Finder's Fee or otherwise if no such rebates or claims are found or if the Debtors elect not to pursue those that are found, resulting in no independent obligation on the part of the Debtors' estates to compensate Ms. Gottschalk. Daniel Grotenhuis, president of Investment Recovery, 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. Donna M. Gottschalk, solo practitioner, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Bankruptcy Court will hold a hearing on the application on October 14, 2016, at 1:00 p.m. Objections, if any, were due October 7. The professionals can be reached at: Daniel Grotenhuis INVESTMENT RECOVERY GROUP 165 Castilian Drive Goleta, CA 93117 -- and -- Donna M. Gottschalk DONNA M. GOTTSCHALK, CPA 1050 Saxonburg Boulevard Glenshaw, PA 15116 Tel: (724) 687-9087 About Cal Dive Houston, Texas-based marine contractor Cal Dive International, Inc., provides manned diving, pipelay and pipe burial, platform installation and salvage, and light well intervention services to the offshore oil and natural gas industry on the Gulf of Mexico OCS, Northeastern U.S., Latin America, Southeast Asia, China, Australia, West Africa, the Middle East, and Europe. Cal Dive and its U.S. subsidiaries filed simultaneous voluntary petitions (Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015. Through the Chapter 11 process, the Company intends to sell non-core assets and intends to reorganize or sell as a going concern its core subsea contracting business. Cal Dive disclosed total assets of $571 million and total debt of $411 million as of Sept. 30, 2015. The Debtors tapped Richards, Layton & Finger, P.A., as counsel, O'Melveny & Myers LLP, as co-counsel; Jones Walker Jones Walker LLP as corporate counsel; and Kurtzman Carson Consultants, LLC, as claims and noticing agent. The Debtors also tapped Carl Marks Advisory Group LLC as crisis managers and appoint F. Duffield Meyercord as chief restructuring officer. The U.S. Trustee for Region 3 amended the committee of unsecured creditors in the case from five-member committee to four members. The Committee retained Akin Gump Strauss Hauer & Feld LLP and Pepper Hamilton LLP as co-counsel; and Guggenheim Securities, LLC as exclusive investment banker. Cal Dive Offshore Contractors, Inc., disclosed total assets of $233,273,806 and $311,339,932 in liabilities as of the Chapter 11 filing. CAPE COD: To Continue To Run Commercial Laundry Business Under Plan ------------------------------------------------------------------- Cape Cod Commercial Linen Service, Inc., and This Is It, LLC, filed with the U.S. Bankruptcy Court for the District of Massachusetts a third amended disclosure statement with respect to the second amended jointly administered debtors' Chapter 11 plan of reorganization dated Oct. 3, 2016. The Plan is intended to permit CCCLS to continue to operate the commercial laundry business at the This Is It location in Hyannis, in order to repay the Debtors' primary secured creditor and to provide a dividend to the unsecured creditors of CCCLS. Unsecured creditors of CCCLS will receive a distribution of 25% of each allowed unsecured claim, payable from the operation's cash flow. The first 20% of the payment will be made on the Effective Date, and the remaining payments will be made over a period of five years. Upon confirmation, all equity interests in the Debtors and their properties will be cancelled, and reissued to a family trust whose beneficiaries are the principals' children. All property of the Debtors, including property of the estate, will be vested in the Debtors free and clear of any claims, liens and encumbrances, except for the liens granted or to be retained under the Plan. As reported by the Troubled Company Reporter on Oct. 5, 2016, the Debtors filed a second amended disclosure statement dated Sept. 23, 2016, with respect to the second amended jointly administered Debtors' Chapter 11 plan of reorganization. Class 4A consists of all general unsecured creditors of CCCLS. That plan proposed that CCCLS would pay to each holder of an allowed Class 4 claim a total amount equal to 25% of the allowed claim, payable over five years. Class 4B consists of all general unsecured claims of This Is It. Under that plan, Class 4B creditors would receive their distributions as Class 4A creditors, but would receive no separate distribution as Class 4B creditors. The Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/mab16-11811-75.pdf About Cape Cod Commercial Cape Cod Commercial Linen Service, Inc., based in Hyannis, Massachusetts, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 16-11811) on May 13, 2016. Hon. Joan N. Feeney presides over the case. David B. Madoff, Esq., and Steffani Pelton Nicholson, Esq., at Madoff & Khoury LLP, serves as counsel to Cape Code Commercial. The Debtor's financial advisor is Bruce A. Erickson of B. Erickson Group, LLC. In its petition, the Debtor listed total assets of $1.24 million and liabilities of $4.62 million. The petition was signed by Jeffrey Ehart, president. This Is It, LLC, based in Hyannis, Massachusetts, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 16-11813) on May 13, 2016. Hon. Joan N. Feeney presides over the case. This Is It tapped David B. Madoff, Esq., and Steffani Pelton Nicholson, Esq., at Madoff & Khoury LLP, as bankruptcy counsel. In its petition, This Is It listed $2.20 million in assets and $3.05 million in liabilities. The petition was signed by Jeffrey Ehart, president/manager. The Debtors' cases are jointly administered. CARIBBEAN TRANSPORT: Hires Otero Marrero as Accountant ------------------------------------------------------ Caribbean Transport Refrigeration & Power Systems, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Jesus A. Otero Marrero as accountant to the Debtor. Caribbean Transport requires Mr. Marrero to: a. prepare Monthly Operating Reports as required for the Chapter 11 case; b. prepare supporting documents in relation to the Disclosure Statement and Plan of Reorganization in coordination with the attorneys; c. prepare claims analysis and prepare Disbursement Schedules; d. prepare supporting documents to request entry of order for a final decree; and e. provide ordinary bookkeeping, preparation of Income Tax Returns; 940 and 941 Federal Tax Returns; State Insurance Fund Reports and Returns, Employment Withholding Tax Returns; Department of Labor Returns, and Municipal Tax Returns; and Other Tax Returns, amendments, or reviews that may become due from time to time. Mr. Marrero will be paid at these hourly rates: Monthly Operating Reports $100 Preparation of Supporting Documents in relation to the Disclosure Statement and Plan of Reorganization in coordination with the attorneys $100 Claims Analysis and preparation of Disbursement Schedules $100 Preparation of Supporting Documents to request entry of order for a final decree $100 Mr. Marrero will be paid at the mothly rate of $725 for the ordinary bookkeeping, preparation of Income Tax Returns; 940 and 941 Federal Tax Returns; State Insurance Fund Reports and Returns, Employment Withholding Tax Returns; Department of Labor Returns, and Municipal Tax Returns; and Other Tax Returns, amendments, or reviews that may become due from time to time. Mr. Marrero will be paid a retainer in the amount of $7,000. Mr. Marrero will also be reimbursed for reasonable out-of-pocket expenses incurred. Jesus A. Otero Marrero 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. Marrero can be reached at: Jesus A. Otero Marrero A 2 Flamingo Terrace Marginal Avenue Bayamon, PR 00957 Tel: (787) 730-7890 Fax: (787) 300-1094 About Caribbean Transport Caribbean Transport Refrigeration & Power Systems Inc., based in Morovis, PR, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 16-06766) on August 25, 2016. Teresa M. Lube Capo, Esq., at Lube & Soto Law Offices, PSC, 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 Isidro Ojeda, president. No official committee of unsecured creditors has been appointed in the case. CARNEGIE EMS: Court Sets Oct. 31 Deadline for Filing Plan --------------------------------------------------------- Judge Thomas P. Agresti of the U.S. Bankruptcy Court for the Western District of Pennsylvania extended Carnegie EMS, Inc.'s exclusive periods to file a plan of reorganization and obtain acceptance of the said plan, to October 31, 2016 and December 31, 2016, respectively. The Debtor previously asked the Court to extend its exclusive period to file a plan of reorganization to October 1, 2016, and its exclusive period to solicit acceptances of the plan to December 21, 2016. The Debtor asserted that the further extension of the Exclusivity Periods would provide it with sufficient time after the Bar Dates have passed to assess the impact of the claims of creditors in the case and generate an inclusive plan addressing all claims. About Carnegie EMS, Inc. Carnegie EMS, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Penn. Case No. 16-20593) on Feb. 22, 2016. The petition was signed by John Kandracs, director. The Debtor is represented by Robert S. Bernstein, Esq., at Bernstein-Burkley, PC. The Debtor estimated assets at $0 to $50,000 and liabilities at $100,001 to $500,000 at the time of the filing. CARTER TABERNACLE: Hires Winderweedle Haines as Bankruptcy Counsel ------------------------------------------------------------------ Carter Tabernacle Christian Methodist Episcopal Church seeks authorization from the U.S. Bankruptcy Court for the Middle District of Florida to employ Winderweedle, Haines, Ward & Woodman, P.A., as bankruptcy counsel, nunc pro tunc to September 26, 2016 petition date. The Debtor requires Winderweedle Haines to: (a) advise as to Debtor's rights and duties in its cases; (b) prepare pleadings related to its cases, including a disclosure statement and a plan of reorganization; and, (c) take any and all other necessary action incident to the proper preservation and administration of its estates. The terms of employment agreed to between the Debtor and Winderweedle Haines, subject to approval of the Court, are that services will be billed at the standard hourly rates of the respective attorneys and paralegals of Winderweedle Haines, which rates are subject to periodic adjustment to reflect economic and other considerations. Winderweedle Haines will apply its advance fee to its periodic billings on a monthly basis, subject to interim and final application for compensation and approval by the Court, and at an appropriate time, Winderweedle Haines may make applications for an award of additional compensation; and the Debtor, subject to Court approval, shall be responsible for all fees and expenses incurred by Winderweedle Haines. Prior to the commencement of the case, the Debtor paid an advance of $28,379.53 for post-petition services and expenses in connection with the case. Also, the Debtor has previously paid Winderweedle Haines $18,737.51, on a current basis, for the filing fee and for services rendered prior to the commencement of the case with respect to the preparation and filing of the case. In addition, from the period of September 2014 to July 1, 2015, the Debtor paid Winderweedle Haines $10,000.00, on a current basis, for general advice regarding potential bankruptcy filing. Dr. James T. Morris, President/Director of the Debtor, 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. Winderweedle Haines can be reached at: Ryan E. Davis, Esq. WINDERWEEDLE, HAINES, WARD & WOODMAN, P.A. 329 Park Avenue, North Winter Park, FL 32790-0880 Tel.: (407) 423-4246 Fax: (407) 645-3728 Email: rdavis@whww.com About Carter Tabernacle Christian Methodist Episcopal Church, Inc. Carter Tabernacle Christian Methodist Episcopal Church, Inc., aka Carter Tabernacle CME Church filed a Chapter 11 Petition (Bankr. M.D. Fla. Case No.: 16-06350) on September 26, 2016, and is represented by Ryan E Davis, Esq. in Winter Park, Florida. At the time of filing, the Debtor had $1 million to $10 million in estimated assets and $1 million to $10 million in estimated liabilities. The petition was signed by Dr. James T. Morris, president/director. A copy of the Debtor's list of three unsecured creditors is available for free at http://bankrupt.com/misc/flmb16-06350.pdf CHIEFTAIN STEEL: Can Use United Cumberland Cash on Final Basis -------------------------------------------------------------- Judge Joan A. Lloyd of the U.S. Bankruptcy Court authorized Chieftain Steel, LLC, to use cash collateral on a final basis, with the agreement of the Committee of Creditors Holding Unsecured Claims and United Cumberland Bank. The Debtor is indebted to United Cumberland Bank in the amount of: Loan # Amount ------ ------ 75110 $2,390,281 75441 $753,551 755803 $548,346 United Cumberland Bank was granted security interests and liens on, among other things, all of the Debtor's accounts receivable, inventory, equipment, chattel paper, general intangibles and real estate. The Debtor related that it needed to use United Cumberland Bank's cash collateral in order to meet its post-petition obligations. The Debtor further related that without the use of the cash collateral, the Debtor could not operate. United Cumberland Bank consented to the use of its cash collateral through December 31, 2016, provided, among others, that the Debtor will make adequate protection payments to United Cumberland Bank during the term of the Court's Order. United Cumberland Bank was granted first priority post-petition replacement security interests and liens upon all of the postpetition property of the Debtor that is similar to the property on which it held its prepetition liens, subject to the Carve-Out. United Cumberland Bank was also granted an administrative expense claim, which will have priority over any and all administrative expenses, in the event that the adequate protection granted to United Cumberland Bank fails to adequately protect its interests in the cash collateral, subject to the Carve-Out. The Carve-Out consists of any fees, costs, disbursements, charges, and expenses of attorneys, accountants and other professionals of the Debtor and the Committee of Creditors Holding Unsecured Claims, not to exceed $20,000 per month. The Debtor was directed to make: (a) monthly interest only payments to United Cumberland Bank under Loan #75110 and Loan #75441, in the total amount of $9,250 per month; and (b) monthly interest and principal payments to United Cumberland Bank under Loan #755803 in the total amount of $3,500 per month. Judge Lloyd ordered the Debtor to maintain a collateral base consisting of the cash collateral, in an amount not less than $750,000. She held that it will automatically be a default under the Court's Order if the sum of the Borrowing Base is less than or equal to $750,000. A full-text copy of the Final Order dated Oct. 5, 2016, is available at http://bankrupt.com/misc/ChieftainSteel2016_1610407jal_139.pdf United Cumberland Bank is represented by: Scott A. Bachert, Esq. KERRICK BACHERT PSC 1025 State Street Bowling Green, KY 42102-1270 Telephone: (270) 782-8160 E-mail: sbachert@kerricklaw.com - and - Tim Lavender, Esq. P O Box. 69 Whitley City, KY 42653 Telephone: (606) 376-2233 E-mail: tdl88@highland.net About Chieftain Steel Chieftain Steel, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 16-10407) on May 2, 2016. The petition was signed by Bryan W. Floyd, member. The Debtor is represented by Constance G. Grayson, Esq., at Gullette & Grayson, PSC. The Debtor estimated assets and liabilities at $0 to $50,000 at the time of the filing. CHIROPLUS OF LOCUS: Unsecureds to Get 10% Recovery in 5 Yrs. ------------------------------------------------------------ Chiroplus of Locust Lane, Inc., filed with the U.S. Bankruptcy Court for the Bankruptcy Court of the Middle District of Pennsylvania a Combined Plan of Reorganization and Disclosure Statement, proposing to pay creditors with cash flow from the Debtor's operations and future income. The Plan provides for one class of priority non-tax claims; one class of secured claims; one class of unsecured claims; and one class of equity security holders. Unsecured creditors holding allowed claims will receive distributions, which the proponent of the Plan has valued at approximately 10 cents on the dollar to be paid in 5 years. The Plan also provides for the payment of the Allowed Secured Claim of the United States of America, Internal Revenue Service on or before 5 years after the Effective Date, together with interest at 3.5% per annum. A copy of the Plan and Disclosure Statement is available at: http://bankrupt.com/misc/pamb14-05693-78.pdf Counsel to the Debtor is: Henry W. Van Eck, Esq. Mette, Evans & Woodside 3401 North Front Street Harrisburg, PA 17110 Tel: (717) 232-5000 E-mail: hwvaneck@mette.com About ChiroPlus ChiroPlus of Locust Lane, Inc., operates a chiropractic clinic located at 4607 Locust Lane, Harrisburg, Pennsylvania. It sought bankruptcy protection (Bankr. M.D. Pa. Case No. 14-05693) on Dec. 10, 2014. CHIROPLUS OF LOCUST: Hearing on Plan Outline Set For Nov. 15 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Pennsylvania has scheduled for Nov. 15, 2016, at 9:30 a.m., the hearing to consider the approval of ChiroPlus of Locust Lane, Inc.'s disclosure statement. Objections to the Disclosure Statement must be filed by Nov. 7, 2016. Within seven days after the Oct. 3, 2016 entry of the court order, the Disclosure Statement and Plan will be distributed in accordance with Federal Rule of Bankruptcy Procedure 3017(a). ChiroPlus of Locust Lane, Inc., filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 14-05693) on Dec. 10, 2014, estimating its assets at up to $50,000 and its liabilities at between $500,001 and to $1 million. Henry W Van Eck, Esq., at Mette, Evans, & Woodside serves as the Debtor's bankruptcy counsel. CHOCTAW GENERATION: Fitch Affirms 'B' Rating on $235.9MM Notes -------------------------------------------------------------- Fitch Ratings has affirmed Choctaw Generation Limited Partnership, LLLP's (CGLP) combined $295.2 million of pari passu lessor notes as: -- $235.9 million ($221.1 million outstanding) Series 1 lessor notes due December 2031 at 'B'/Stable Outlook; -- $59 million ($74.1 million outstanding) Series 2 lessor notes due December 2040 at 'B-'; Outlook revised to Negative from Stable KEY RATING DRIVERS The ratings reflect the project's susceptibility to underperformance and dependence on an improved operational profile following recently completed facility modifications. Series 1 lacks a debt service reserve to support potential shortfalls in operating cash, which may occur under Fitch rating case conditions. Substantial credit risk is present for the Series 2 notes if deferred payments extend the notes' maturity beyond the purchase power agreement (PPA) term and into the merchant period. The Negative Outlook on Series 2 is based on higher than expected deferment of payments to date and the potential for increased default risk if the project is unable to achieve base case performance. Revenue Contract with Strong Counterparty - Series 1 Revenue Risk: Midrange CGLP has a PPA with federally owned Tennessee Valley Authority (TVA; 'AAA'/Stable Outlook) for the project's full capacity and energy output through mid-2032. The Series 1 notes mature four months prior to PPA expiration. Potential for Significant Merchant Exposure - Series 2 Revenue Risk: Weaker Under a variety of sensitivity scenarios, a significant portion of Series 2 debt would remain unpaid prior to PPA expiration. There is a high level of uncertainty regarding CGLP's ability to operate economically in a fully merchant environment. Operations Yet to Achieve Expected Performance - Operation Risk: Weaker The owner-lessor, a subsidiary of Southern Company (Southern), funded substantial modifications to improve plant performance. The operator, also a Southern subsidiary, is considered strong but the facility has not yet achieved expected operating performance following completion of modifications. Adequate Mine-mouth Coal Supply - Supply Risk: Weaker CGLP's mine-mouth location and a reputable fuel supplier reduce supply risk. However, early termination or expiration of the supply agreement in 2032 with potentially less favorable pricing could lead to inadequate fuel cost recovery. Debt Structure Lacks Typical Support Features - Debt Structure: Weaker Both series lack a dedicated debt service reserve, relying instead on draws from other project accounts to fund Series 1 payment shortfalls. The ability to defer Series 2 target interest and principal payments introduces the risk of a high outstanding balance to be repaid after the PPA expires. Projected Financial Profile Under Fitch's rating case operational assumptions, Series 1 will be close to 1.0x for most years from 2021 through maturity in 2031. In the absence of a debt service reserve, the project will need to access funds from subordinate accounts if available, or will require an equity injection to avoid payment default. This profile suggests that material default risk is present and repayment is highly sensitive to moderate underperformance. The structural subordination on Series 2 notes yields weaker credit metrics. Payment deferrals under rating case conditions cause the outstanding balance to balloon from $59 million to $125 million in 2031. Beyond 2031, there is a high degree of uncertainty regarding project economics under fully merchant conditions. Peer Comparison Pennsylvania Economic Development Financing Authority (Colver; 'BB'/Stable Outlook) and CGLP face performance challenges typical of coal facilities, although Colver has a longer history of established operating performance with a strong cash balance to support debt service under various stress scenarios through its remaining debt term. CGLP's lower ratings are a result of the project experiencing variability in plant performance, high sensitivity to underperformance, and lack of liquidity reserves. RATING SENSITIVITIES Positive: Stable operations with coverages exceeding base case projections could result in a positive rating action. Negative: Operating performance below rating-case projections will erode limited financial cushion and lead to negative rating action. Negative: If the projected Series 2 outstanding balance continues to increase and is not expected to repay within the PPA period, the notes could be downgraded. TRANSACTION SUMMARY In December 2002, SE Choctaw purchased the 440MW lignite-fired Red Hills Generation Facility from CGLP. Immediately following the acquisition, the owner leased the facility back to CGLP under a 45-year lease, expiring Dec. 20, 2047. Lessor notes were issued in accordance with the lease, but steady declines in performance prompted a restructuring of the original lessor notes. The notes were restructured to reduce interest rates, extend the debt term, and introduce a payment-in-kind (PIK) feature to Series 2. As part of the lease restructuring, the owner-lessor agreed to make approximately $60 million in equity investments for needed repairs and maintenance and to implement various modifications to improve the performance of the facility. The restructuring also included a new operator and new refined coal-purchase agreement. Along with the lease restructuring, the ownership interest in lessee CGLP was sold to two indirect wholly owned subsidiaries of PurEnergy I, LLC. SUMMARY OF CREDIT Upgrades completed at the end of 2015 have yet to demonstrate performance in line with expectations. The equivalent availability factor and capacity factor, at 91.5% and 75.2%, respectively, are below rating case expectations of 94% and 86%. The operator expects performance to improve, as outstanding issues were recently resolved during the spring outage, and has not changed its long-term expectation for operations. Although operating performance has fallen short of expectations so far in 2016, the capacity factor has increased significantly from 2014, when ongoing plant modifications required relatively long plant outages. CGLP is expected to incur reduced downtime moving forward to mainly address maintenance needs. However, the project has depleted the allowable PPA outage hours and any additional downtime from 2016 to 2017 will count against the project's availability, directly impacting PPA revenues. The allowable outage hours reset in five-year cycles with the next cycle beginning in 2018. The six-month debt service coverage ratio (DSCR) based on the June 2016 payment reached 1.54x, compared with 2015's annual DSCR of 1.21x. Series 2 payments are being deferred through a mandatory PIK feature into 2017. Uncertainty remains if the project will be able to achieve base case forecasts without additional capital expenditures or equity support. CGLP is continuing to explore further reliability improvements to enhance performance with on-going discussions involving both sponsors and noteholders. The lack of any dedicated debt service reserve fund heightens the repayment vulnerability of the Series 1 notes to shortfalls in performance. CGLP is additionally behind on the funding schedule for its Series 2 retained cash flow account for the upcoming payment in December 2017. This heightens the risk of the Series 2 notes not being repaid within the PPA maturity. Continuing funding and operational shortfalls will substantially increase the risk of eventual default on Series 2 with the potential for negative rating action if the deferred balance increases and repayment is likely to extend into the merchant period. SECURITY CGLP is structured as a leveraged lease transaction and the Series 1 and 2 notes are pass-through trust certificates secured by the project's rent payments. Although Series 2 is structurally subordinated in the payment waterfall, the two series of notes are pari passu. CHOCTAW RESORT: S&P Affirms Then Withdraws 'BB-' ICR ---------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issuer credit rating on Philadelphia, Miss.-based Choctaw Resort Development Enterprise (CRDE). The outlook is stable. S&P subsequently withdrew the rating at the issuer's request following the completion of a refinancing transaction that repaid all existing rated debt. S&P also withdrew its issue-level ratings on CRDE's term loan and senior notes as this debt has been repaid. "CRDE recently entered into a new credit facility that we do not rate and used the proceeds to fully repay all existing rated debt, including its $145 million term loan facility due 2019 and $150 million senior notes due 2019," said S&P Global Ratings credit analyst Stephen Pagano. CHRISTIAN FAMILY: Chapter 11 Case Dismissed ------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida dismissed Christian Family Church International, Inc.'s Chapter 11 case, and denied as moot any outstanding motions not resolved by separate Order of the Court. A full-text copy of the Order, dated October 5, 2016, is available at http://bankrupt.com/misc/ChristianFamilyChurch2016_1610048epk_146.pdf About Christian Family Church International 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. CHURCH HILL: Can Access First Tennessee Bank Cash Collateral ------------------------------------------------------------- Judge Marcia Phillips Parsons of the U.S. Bankruptcy Court for the Eastern District of Tennessee authorized Church Hill Emergency Medical Services, Inc. to use cash collateral. Judge Parsons granted First Tennessee Bank National Association with replacement post-petition security interest in and upon all the Debtor's assets of the same type in which First Tennessee Bank holds a pre-petition lien or security interest to the same extent, validity and priority of First Tennessee Bank's pre-petition liens and security interests. The Debtor was authorized to use cash collateral in these amounts and for these purposes: (a) Contract Labor - $240; to pay laborers on a contract basis for moving equipment from Kingsport offices of the Debtor to the Debtor's Church Hill offices. (b) Contract Labor - $3,210; to be used to pay two of the Debtor's employees, Rachel Grigsby and Sarah Boggs, on a contract basis at the rate of $20 per hour. It is anticipated that they will work full time (40 hours per week) through Sept. 16, 2016 and then part time (10-20 hours per week) for the remainder of September 2016. (c) Century Link - $1,286; to be paid for telephone services for administration building. (d) Charter Communications - $75; to be paid for internet service to administration building. (e) First Utility District - $180; to be paid for water service to administration building, Station 1 building and Station 2 building. (f) Saratoga Financing, Inc. - $1,500; to be paid to Saratoga Financing for computer service (hardware and software) and maintenance agreement. (g) Hunter, Smith & Davis, LLP - $10,000; this amount, together with the $10,000 pre-petition payment, is authorized to be retained in the escrow account of the Debtor's counsel subject to the security interest of First Tennessee Bank National Association pending further order of the Court. (h) VFIS, a division of Glatfelter Insurance Group - $4,155; to be paid for the balance of the premiums for the Debtor's auto insurance policy which provides coverage through November 1, 2016. A full-text copy of the Order, dated Sept. 21, 2016, is available at https://is.gd/Wcc5Gp About Church Hill Church Hill Emergency Medical Services, Inc. filed a chapter 11 petition (Bankr. E.D. Tenn. Case No. 16-51275) on August 30, 2016. The petition was signed by Mark Johnson, director. The Debtor is represented by Mark S. Dessauer, Esq., at Hunter, Smith & Davis. The case is assigned to Marcia Phillips Parsons. The Debtor disclosed total assets at $1.46 million and total debts at $840,000 as of August 25, 2016. CITIES GRILL: Court Allows Interim Use of Cash Collateral --------------------------------------------------------- Judge Catharine R. Aron of the U.S. Bankruptcy Court for the Middle District of North Carolina authorized Cities Grill and Bar, Inc., to use cash collateral on an interim basis through October 5, 2016. CommunityOne Bank, N.A., NewBridge Bank, the Internal Revenue Service and GRP Funding are the duly scheduled creditors of the Debtor and are parties-in-interest in the bankruptcy case. Judge Aron acknowledged that there is some confusion as to which creditors have security upon the cash receivables of the corporation, and that the Debtor and the Creditors need some time to confirm the security held by their respective UCC filings and lien positions between them. The approved Budget provides for total non debt expenses in the amount of $60,900. The Debtor was not required to make adequate protection payments pending further order of the Court. The Debtor was directed to provide to CommunityOne Bank, N.A., NewBridge, Internal Revenue Service, GRP Funding, and the Bankruptcy Administrator with a budget to actual report, reflecting the actual income received and the expenses incurred during the previous month compared to the budget. A full-text copy of the Order, dated Sept. 21, 2016, is available at https://is.gd/6BHsN4 About Cities Grill and Bar Cities Grill and Bar, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 16-50876) on Aug. 25, 2016. The petition was signed by Sammy Ballas, vice president. The case is assigned to Judge Catharine R. Aron. At the time of filing, the Debtor disclosed total assets at $3.28 million and total liabilities at $3.01 million. CLAIREX TECHNOLOGIES: Unsecureds To Be Fully Paid Over 15 Quarters ------------------------------------------------------------------ Clairex Technologies, Inc., is asking the U.S. Bankruptcy Court for the Eastern District of Texas for conditional approval of its first amended disclosure statement dated Sept. 28, 2016, describing the Debtor's first amended plan of reorganization dated Sept. 28, 2016. The First Amended Plan was filed in order to accurately reflect certain changes to the plan dated Aug. 17, 2016. Those changes occurred as a result of a resolution of a dispute involving David & LaVerne Catter, VCB, LP, Albert Bomchill and Ray Vineyard. The settlement of that dispute resulted in a significantly faster payout to the Debtor's unsecured creditors (holders of Allowed Unsecured Class 4A Claims). The dispute concerning the claims objection has been resolved resulting in the allowed claims of David & LaVerne Catter being subordinated in the agreed amount of $937,311.06 to all other allowed claims. This subordination will result in a payout to all holders of allowed Class 4A Claim over a period of 15 quarters from and after the Effective Date. This is substantially faster than as initially provided for in the Aug. 17, 2016 plan. Additionally, the resolution contemplates that a portion of the subordinated debt owing to David & LaVerne Catter will be used to acquire all of the newly issued equity interests in the Reorganized Debtor. As reported by the Troubled Company Reporter on Sept. 13, 2016, the Debtor filed with Court a disclosure statement for the Debtor's plan of reorganization dated Aug. 17, 2016, stating that 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 First Amended Disclosure Statement is available at: http://bankrupt.com/misc/txeb15-41935-87.pdf About Clairex Technologies Clairex Technologies, Inc., is a Texas corporation, established in 1994, which currently operates from Plano, Texas. Clairex Technologies is an internationally recognized leader in semiconductor packaging, specializing in the design and manufacture of high quality, high performance optoelectronic products. Clairex Technologies products are used today in a wide variety of military, medical, automotive and industrial applications. The Debtor 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. Robert T. DeMarco, Esq., and Michael S. Mitchell, Esq., at DeMarco Mitchell, PLLC, serve as the Debtor's bankruptcy counsel. CLAYTON WILLIAMS: Appoints Chief Financial Officer -------------------------------------------------- The Board of Directors of Clayton Williams Energy, Inc., appointed Jaime R. Casas, age 46, to the position of senior vice president and chief financial officer of the Company. Prior to joining the Company, Mr. Casas served as vice president and chief financial officer of the general partner of LRR Energy, L.P., a publicly traded exploration and production master limited partnership, from June 2011 to October 2015. From 2009 to 2011, Mr. Casas served as vice president and chief financial officer of Laredo Energy, a privately held oil and gas company. In connection with his appointment, Mr. Casas and the Company entered into an employment agreement effective Oct. 1, 2016. The Employment Agreement provides for a minimum base salary of $450,000 and provides Mr. Casas with certain other compensation and benefits, including participation in the Company's Long Term Incentive Plan. The Employment Agreement is effective for an initial term of three years and will be automatically extended for an additional one year period on the third anniversary date of the effective date of the agreement (and on the fourth and fifth anniversary dates of the effective date), unless, at least 90 days prior to any such anniversary date, either party gives notice of non-renewal. Pursuant to the Employment Agreement, the Company is required to provide compensation to Mr. Casas in the event Mr. Casas's employment is terminated under certain circumstances. If Mr. Casas becomes disabled or dies, the agreement provides for a lump sum payment of 18 months of base salary, payable within 90 days of termination or by March 15 of the year following termination, if earlier, and 12 months of continued health benefits. If Mr. Casas's employment is terminated by the Company without cause or by Mr. Casas for good reason, or if the Company gives a notice of non-renewal to Mr. Casas, Mr. Casas will receive a lump sum payment equal to (i) two times his annualized base salary in effect on the date of termination, (ii) two times the average of the bonus amount or amounts actually paid to Mr. Casas for the three years ending prior to the date of termination or, if such period is shorter, the number of full calendar years preceding the date of termination during which Mr. Casas was employed by the Company, (iii) the car allowance Mr. Casas would have received under the Employment Agreement had his employment continued for an additional two years and (iv) the matching contributions that would have been made on behalf of Mr. Casas pursuant to the Company's 401(k) plan if Mr. Casas had continued participating in such 401(k) plan for an additional two years, payable within 90 days of termination or by March 15 of the year following termination, if earlier, plus 18 months of continued health benefits. If Mr. Casas's employment is terminated by the Company without cause or by Mr. Casas for good reason, or if the Company gives notice of non-renewal to Mr. Casas, in each case, within 24 months following a change in control of the Company, Mr. Casas will receive a lump sum payment equal to (i) three times his annualized base salary in effect on the date of termination, (ii) three times the average of the bonus amount or amounts actually paid to Mr. Casas for the three years ending prior to the date of termination or, if such period is shorter, the number of full calendar years preceding the date of termination during which Mr. Casas was employed by the Company, (iii) the car allowance Mr. Casas would have received under the Employment Agreement had his employment continued for an additional three years and (iv) the matching contributions that would have been made on behalf of Mr. Casas pursuant to the Company's 401(k) plan if Mr. Casas had continued participating in such 401(k) plan for an additional three years, payable within 90 days of termination or by March 15 of the year following termination, if earlier, plus 18 months of continued health benefits. Mr. Casas is also entitled to accelerated vesting of equity and non-equity incentive awards (except that certain forfeiture conditions may continue to apply) if his employment is terminated due to death or disability, and partial acceleration in the event his employment is terminated by the Company without cause, by Mr. Casas for good reason, or pursuant to a non-renewal notice given by the Company (including such a termination occurring within 24 months following a change in control of the Company). The Employment Agreement contains confidentiality provisions, as well as covenants not to compete, during the employment term and continuing until the first anniversary of the date of termination, and not to solicit the employment of other employees of the Company, during the employment term and continuing until the second anniversary of the date of termination, subject to limited exceptions. The non-compete covenant does not apply if Mr. Casas is terminated for cause by the Company or voluntarily without good reason by Mr. Casas, unless the Company continues to pay Mr. Casas his base salary for a period of 12 months. In addition, the Employment Agreement also conditions payment of severance payments and health care continuation coverage upon Mr. Casas’s execution of a release. Departure of Chief Financial Officer Effective Oct. 1, 2016, Michael L. Pollard, age 66, resigned from his position as senior vice president and chief financial officer of the Company, having served in that capacity since January 2011. Mr. Pollard joined the Company in July 1993 and served as vice president - accounting from 2003 until his appointment to chief financial officer. In connection with Mr. Pollard's resignation, the Company and Mr. Pollard entered into a Separation, Consulting and General Release Agreement. Pursuant to the Separation Agreement, Mr. Pollard will receive the amounts and benefits to which he would be entitled upon resignation for "Good Reason" under the Employment Agreement by and between Mr. Pollard and the Company effective as of June 1, 2015. The aggregate amount of Mr. Pollard's lump sum severance benefit is $1,300,977 and includes: (i) two times his annualized base salary in effect on the date of termination, (ii) two times the average of the bonus amount or amounts actually paid to Mr. Pollard for the three years ending prior to the date of termination, (iii) the car allowance Mr. Pollard would have received under the Pollard Employment Agreement had his employment continued for an additional two years and (iv) the matching contributions that would have been made on behalf of Mr. Pollard pursuant to the Company's 401(k) plan if Mr. Pollard had continued participating in such 401(k) plan for an additional two years. In addition, Mr. Pollard will be entitled to 18 months of continued health benefits at active employee rates. Mr. Pollard will also receive accelerated vesting of the restricted stock awards granted to him pursuant to the Company’s Long Term Incentive Plan. In addition, Mr. Pollard has agreed to make himself available to provide consulting services to the Company for the six month period beginning Oct. 1, 2016, on the terms set forth in the Separation Agreement. Mr. Pollard will continue to be subject to the restrictive covenants of the Pollard Employment Agreement which include (1) confidentiality provisions, (2) a covenant not to compete continuing until the first anniversary of the date of termination, and (3) a covenant not to solicit the employment of other employees of the Company continuing until the second anniversary of the date of termination, subject to limited exceptions. About Clayton Williams Clayton Williams Energy, Inc., incorporated in Delaware in 1991, is an independent oil and gas company engaged in the exploration for and production of oil and natural gas primarily in Texas and New Mexico. On Dec. 31, 2015, the Company's estimated proved reserves were 46,569 MBOE, of which 78% were proved developed. The Company's portfolio of oil and natural gas reserves is weighted in favor of oil, with approximately 83% of its proved reserves at Dec. 31, 2015, consisting of oil and natural gas liquids and approximately 17% consisting of natural gas. During 2015, the Company added proved reserves of 3,542 MBOE through extensions and discoveries, had downward revisions of 26,158 MBOE and had sales of minerals-in-place of 472 MBOE. The Company also had average net production of 15.8 MBOE per day in 2015, which implies a reserve life of approximately 8.1 years. Clayton Williams reported a net loss of $98.2 million in 2015 following net income of $43.9 million in 2014. As of June 30, 2016, Clayton Williams had $1.38 billion in total assets, $1.20 billion in total liabilities, and $183 million in stockholders' equity. * * * As reported by the TCR on Aug. 2, 2016, S&P Global Ratings affirmed its 'CCC+' corporate credit rating on Texas-based oil and gas exploration and production company Clayton Williams Energy Inc. The outlook is negative. CLEAR CREEK RETIREMENT: Plan Confirmation Hearing Set for Oct. 24 ----------------------------------------------------------------- Bankruptcy Judge Brian D. Lynch in Tacoma, Washington, approved the Second Disclosure Statement explaining Clear Creek Retirement Plan II, LLC's Chapter 11 Plan over the limited objection of Robert and Shannon Doremus, and the objection of David and Wanda Cecie and Select Homes NW, LLC. The Court noted that Doremus' limited objection was resolved by agreement in advance of the Disclosure Statement hearing. Any objections to the Motion, if not withdrawn, are overruled. The Court gave the Debtor the green-light to begin soliciting acceptances of its Second Plan of Reorganization. A hearing will be held commencing Oct. 24, 2016 at 10:00 a.m. for the Court's consideration of confirmation of the Plan and any timely objections. All acceptances or rejections of the Plan must be in writing and submitted to the Debtor's counsel at the address indicated in the Disclosure Statement no later than October 17, 2016. Any objections to confirmation of the Plan shall be in writing, filed with this Court, and served on the Debtor's counsel no later than October 17, 2016. As reported by the Troubled Company Reporter on Sept. 14, 2016, under Clear Creek Retirement Plan II's Chapter 11 plan, the Debtor intends to sell substantially all real property of the estate to NDA, LLC, a Washington limited liability company, free and clear of all liens and interests. In addition to the sale free and clear, the Plan contemplates transferring any of the Debtor's remaining unsold assets to a liquidating trust. The trust would then attempt to monetize the assets and from the proceeds make distributions to, among others, creditors who hold allowed unsecured claims. Holders of Class 3 General Unsecured Claims include, among others, vendors with trade debt and lienholders whose collateral is worth too little to secure their claim. Subject to the availability of distributable funds, unsecured claimants would be paid by a liquidating trust on an annual basis based on their pro rata share of the trust property after secured claims have been paid. This class is impaired and may vote on the Plan. The Second Disclosure Statement is available at: http://bankrupt.com/misc/wawb16-40547_122.pdf The Debtor is represented by: John R. Rizzardi, Esq. Christopher L. Young, Esq. CAIRNCROSS & HEMPELMANN, P.S. 524 Second Avenue, Suite 500 Seattle, WA 98104-2323 E-mail: jrizzardi@cairncross.com cyoung@cairncross.com About Clear Creek Rusty Fields formed Washington limited liability company Clear Creek Retirement Plan II LLC on Nov. 8, 2011. The sole purpose was to acquire real property in Williston, North Dakota and to hold it for resale or to develop it for residential housing. This development is known commonly as the "Ironwood" subdivision and includes thirty-two single-acre residential building lots. The Debtor sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Western District of Washington (Tacoma) (Bankr. W.D. Wash., Case No. 16-40547) on Feb. 12, 2016. The petition was signed by Rusty D. Fields, manager. The Debtor is represented by John R. Rizzardi, Esq., at Cairncross & Hempelmann, P.S. The case is assigned to Judge Brian D. Lynch. The Debtor disclosed total assets of $9.88 million and total debts of $8.56 million. COASTAL CABINETS: Disclosures Conditionally OK'd; Dec. 5 Hearing ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida has conditionally approved Coastal Cabinets, Inc.'s disclosure statement dated June 23, 2016, and amended on Sept. 29, 2016, with respect to a Chapter 11 plan dated May 27, 2016. Dec. 5, 2016, at 11:00 a.m. is fixed for the hearing on final approval of the Disclosure Statement and for the hearing on confirmation of the Plan. Any objections to the Disclosure Statement or plan confirmation must be filed seven days before the Confirmation Hearing. Creditors and other parties in interest must file with the Court their written ballots accepting or rejecting the Plan no later than 14 days before the date of the Confirmation Hearing. Within seven days after the Oct. 3 entry of this court order, the Plan, the Disclosure Statement and a ballot for accepting or rejecting the Plan, and this court order conditionally approving the Disclosure Statement will be mailed by the attorney for the proponent of the Plan sought to be confirmed to creditors, equity security holders, and other parties-in-interest. Coastal Cabinets, Inc., filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 15-02622) on June 9, 2015, estimating its assets at up to $50,000 and its liabilities at between $500,000 and $1 million. Scott W. Spradley, Esq., at the Law Offices of Scott W. Spradley, P.A., serves as the Debtor's bankruptcy counsel. COMMUNICATIONS SALES: Fitch Affirms 'BB-' IDR on UP-REIT Structure ------------------------------------------------------------------ According to Fitch Ratings, Communications Sales & Leasing Inc.'s (CS&L) and CSL Capital, LLC's Issuer Default Ratings and security ratings are not affected by the announcement of the reorganization of the company into an umbrella partnership real estate investment trust (UP-REIT) structure. CS&L and its co-issuer CSL Capital, LLC, have long-term IDRs of 'BB-'/Stable Outlook. In conjunction with a repricing of its existing $2.1 billion term loan B due October 2022, CS&L is seeking a technical amendment to its bank agreement that would allow the company to put an UP-REIT structure in place. With this structure, CSL Capital would continue to be an obligor on the existing debt, and CS&L Operating Partnership will replace CS&L (which will become a guarantor) as an obligor on the outstanding debt. There would be no change to the underlying assets securing the debt or guarantors of the outstanding debt and the financial covenants will remain the same. Therefore, in Fitch's view, the IDRs and issue ratings are not affected by the technical amendment. Fitch anticipates assigning an IDR to CS&L Operating Partnership prior to completion of the amendment and repricing of the term loan. KEY RATING DRIVERS Slight Rise in Leverage: CS&L's financial leverage is expected to rise as a result of the May 2016 PEG Bandwidth acquisition and the August 2016 Tower Cloud acquisition. On a pro forma basis, Fitch estimates June 30, 2016, gross leverage (total debt/EBITDA) of approximately 5.7x assuming 50% equity treatment for the preferred stock issued in the PEG Bandwidth transaction. Based on management comments about opportunities within a robust transaction pipeline and desire to diversify across various asset classes, Fitch anticipates that CS&L will announce further transactions. As these opportunities come to fruition, we expect CS&L to finance any transaction such that gross leverage would remain relatively stable, with some fluctuations due to M&A activity, and should approximate the mid-5x range over the longer term. Very Stable Cash Flow: A substantial portion of CS&L's current revenues consist of revenues under a master lease with Windstream, under which Windstream has exclusive access to the assets. The lease is currently expected to approximate $653 million annually. Fitch expects CS&L to have very stable cash flows, owing to the fixed (and modestly increasing) nature of the long-term lease payments and Windstream's responsibility for expenses under the triple-net lease. The term of the master lease is for an initial term of 15 years. There is some risk at renewal that under the 'any or all' provision at renewal Windstream could opt not to renew certain markets, or could renegotiate terms at such time for those markets. However, this renewal risk is well into the future, given the initial 15-year term of the lease (and up to 20 years if Windstream requests and CS&L elects to fund certain capital spending projects totalling $250 million over five years). Fitch expects all markets to be renewed under the master lease, since Windstream would either incur significant capital expenditures to overbuild CS&L or find a buyer for its operating assets (routers, switches, etc.) and successor tenant for its leased assets. Protection is provided to CS&L by the terms of the master lease, which could require Windstream to sell its operating properties in the event of default. CS&L's facilities would be essential to the operations of Windstream on a going-concern basis, or a successor company. Geographic Diversification: Windstream's operations subject to the master lease are geographically diversified among 37 market areas. The indivisible nature of the master lease mitigates the effect of a weak market area(s) on CS&L. About two-thirds of the fiber and copper route miles are located in Georgia, Texas, Iowa, Kentucky and North Carolina. PEG's fiber network serves seven markets in the Northeast Mid-Atlantic, Illinois and South Central regions. Tenant Concentration: The master lease with Windstream provides a steady though undiversified cash flow stream. Therefore CS&L's IDR is initially capped at Windstream's 'BB-' Long-Term IDR until CS&L strikes deals with other companies to meaningfully diversify its operations through transactions where 25%-30% of its revenue is derived from tenants with a credit profile materially stronger than Windstream's. Fitch views the PEG and Tower Cloud transactions positively, as such transactions begin to diversify CS&L's revenue base. Seniority: Fitch notes that CS&L's master lease is with Windstream Holdings (Holdings) and that Holdings is subordinate to the operations at Windstream Services. However, Fitch believes CS&L's assets will be essential to Windstream Services operations and a priority payment. No Material Near-Term Maturities: CS&L does not have any maturities for four years at the earliest, with the revolver having the shortest maturity, in 2020. The remaining term loan and note issuances have maturities in 2022 and 2023, respectively. KEY ASSUMPTIONS -- CS&L financed the PEG Bandwidth transaction with a mix of cash, stock (1 million CS&L shares and convertible preferred stock. -- CS&L's primary revenue stream will be the payments received from Windstream under the master lease and are currently approximately $653 million annually. Fitch assumes Windstream may ask CS&L to finance $50 million of capital spending over the next five years per the terms of the master lease, generating additional revenue. There is no binding commitment on the part of CS&L to provide funding. -- Virtually all capital spending consists of investments requested by Windstream. CS&L is expected to distribute all REIT earnings to shareholders. -- CS&L will target long-term gross leverage in the mid-5x range. RATING SENSITIVITIES Positive: A positive action is unlikely in the absence of an upgrade of Windstream, although an upgrade could be considered if CS&L targets debt leverage of 5.2x to 5.3x or lower and 25%-30% of its revenue is derived from tenants with a credit profile materially stronger than Windstream's. Negative: A negative rating action could occur if debt leverage is expected to approach 6x or higher for a sustained period. In addition, a downgrade of Windstream would likely result in a similar downgrade of CS&L in the absence of greater revenue diversification. Also, the acquisition of assets and subsequent leases to tenants that have a weaker credit and operating profile than Windstream could affect the rating, if such assets are a material proportion of revenues. LIQUIDITY CS&L's $500 million revolving credit facility (due 2020), which had $273 million available following the Tower Cloud acquisition, provides sufficient backstop for liquidity needs. Fitch expects CS&L will restore revolver availability following transactions by terming out borrowings over time by more permanent means of equity and debt funding. The company had $49 million in cash at June 30, 2016. Fitch currently rates CS&L and CSL Capital, LLC as: -- Long-Term IDR at 'BB-'/Stable Outlook; -- Senior secured revolving credit facility due 2020 at 'BB+/RR1'; -- Senior secured credit facility due 2022 at 'BB+/RR1'; -- Senior secured notes at 'BB+/RR1'; -- Senior unsecured notes at 'BB-/RR4'. CONCORDIA INT'L: Moody's Assigns B1 Senior Secured Notes Rating --------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Concordia International Corp.'s ("Concordia") new senior secured notes. Moody's also affirmed the existing ratings of Concordia, including the B3 Corporate Family Rating and B3-PD Probability of Default Rating, the B1 on existing senior secured debt and the Caa2 on the senior unsecured notes. Moody's also affirmed the Speculative Grade Liquidity rating of SGL-2, signifying good liquidity. Moody's also changed the rating outlook to negative from stable. Proceeds of the new senior secured notes will be used for general corporate purposes, including funding of pipeline products, small regional product acquisitions and upcoming contingent payments. "While the notes offering improves liquidity over the next 12 months, it further increases Concordia's leverage at a time when the company is facing a number of business challenges" said Jessica Gladstone, Senior Vice President with Moody's. The change in outlook to negative reflects the risk that the company is not able to sustainably grow earnings given capital constraints and scrutiny on rising drug prices. The inability to grow earnings over the longer-term could lead to an unsustainable capital structure and challenges in refinancing. That said, liquidity remains good and the company has several years until it needs to address refinancing its debt. The SGL-2 signifies our expectation for good liquidity over the next 12-18 months. The proceeds of the offering, together with operating cash flow, will provide sufficient liquidity to pay all acquisition related contingent payments and debt maturities over the next 12-18 months. Moody's anticipates there will also be sufficient liquidity to pursue modest size acquisitions that could be accretive to EBITDA. That said, the addition of a significant amount of secured debt to the capital structure substantially limits the company's use of the revolver because of the minimal cushion under the covenant, should it be tested. The covenant on the revolver is only tested if more than 30% is drawn. Ratings affirmed: -- Corporate Family Rating, B3 -- Probability of Default Rating, B3-PD -- Senior Secured Rating, B1 (LGD2) -- Senior Unsecured Rating, Caa2 (LGD5) -- Speculative Grade Liquidity Rating, SGL-2 Ratings assigned: -- $350 senior secured notes due 2022, B1 (LGD2) -- Outlook to negative from stable. RATINGS RATIONALE The B3 Corporate Family Rating of Concordia reflects its very high financial leverage. Moody's estimates adjusted debt-to-EBITDA (following the contemplated notes offering) of nearly 8.0 times for the year ending December 31, 2016. The rating also reflects Moody's view that Concordia will be challenged to sustainably grow its revenue and earnings organically as many of its North America legacy products will decline. The company will either need to invest substantially to fill an internal R&D pipeline or will need to make acquisitions in order to sustain longer-term growth. The rating is supported by the company's high profit margins, low cash taxes and low capital expenditures which will result in high conversion of revenue into free cash flow. The B3 is also supported by the company's good product and geographic diversity, as well as the expectation of good liquidity. The ratings could be downgraded if Moody's expects leverage to increase from current levels or if liquidity weakens. Operating set-backs related to key products or material pricing pressure from regulatory changes or general drug pricing scrutiny that results in likely declines in earnings could lead to a downgrade. The ratings could be upgraded if Concordia can demonstrate sustained organic revenue growth and stable cash generation. The ratings could be upgraded if Moody's expects debt to EBITDA to be sustained below 6.0x. The principal methodology used in these ratings was Global Pharmaceutical Industry published in December 2012. Concordia is a pharmaceutical company focused on legacy products (i.e., those that have already substantially declined due to generic competition). Concordia is publicly listed on the Toronto Stock Exchange and on the NASDAQ with reported revenues of $745 million over the 12 months ended June 30, 2016. CONCORDIA INTERNATIONAL: S&P Affirms 'B' CCR; Outlook Negative -------------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on Concordia International Corp. and revised the rating outlook to negative from stable. At the same time, S&P lowered its issue-level rating on the company's senior secured debt to 'B' from 'B+' and affirmed its 'CCC+' rating on the unsecured debt. S&P revised the recovery rating on the senior secured debt to '3' from '2', indicating expectations for meaningful (50%-70%, at the higher end of the range) recovery in the event of a payment default. The recovery rating on the unsecured debt remains '6', reflecting S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. S&P is also assigning a 'B' issue-level rating to the company's $350 million senior secured notes. The recovery rating is '3', indicating expectations for meaningful recovery at the high end of the 50% to 70% range. "The outlook revision on Concordia International follows our downward revision to 2016 EBITDA and expectations for higher leverage as a result of heightened competitive pressures in North America and the impact of Brexit on the international business segment. In addition, a bill introduced into the House of Commons in the UK last month could give the National Health Service control of generic drug pricing in instances where market competition fails and where unreasonable prices are charged," said credit analyst Kim Logan. "This proposed legislation could limit price adjustments on some of the company's generic drugs currently facing limited competition. More importantly, we have doubts about the company's ability to achieve our cash flow forecast and have revised our liquidity assessment to less than adequate given the company's need for supplemental liquidity." The negative outlook reflects S&P's doubts about the company's ability to achieve its cash flow forecast and S&P's revised liquidity assessment to less than adequate given the company's need for supplemental liquidity. S&P continues to expect that leverage will remain above 6x over the next two years. S&P could lower the rating if Concordia is unable to raise capital via the announced notes offering or by other means to strengthen its liquidity. The company's margins are very high and a minor decline in revenue could have a meaningful impact on EBITDA. S&P could also lower the rating if cash flows after the milestone payments deteriorate significantly. S&P could revise the outlook back to stable if the company improves its liquidity position and it gains confidence that its 2017 adjusted EBITDA will be close to S&P's forecast. Although unlikely over S&P's one year forecast period, it could raise the rating if the company demonstrates a track record of executing on its strategy, which is driven by acquisitions and new product introductions, while maintaining leverage below 6x. In order for the company to accomplish this, S&P believes Concordia has to maintain its strong margins and generate solid, sustainable organic revenue growth. CONDADO RESTAURANT: Needs Until Oct. 10 to Submit Chapter 11 Plan ----------------------------------------------------------------- Condado Restaurant Group, Inc. and Restaurant Associates of Puerto Rico, Inc. ask the U.S. Bankruptcy Court for the District of Puerto Rico to extend their exclusivity period for submitting a disclosure statement and plan of reorganization to October 10, 2016, and their period for soliciting acceptances to their plan to December 9, 2016. The Debtors relate that the extension is necessary for they still need to finalize certain prerequisites to their promulgation of a feasible plan of reorganization since there are some calculations that are still being worked on by the Debtors' financial team, including the priority tax claims (to which the Debtors intend to file objections). The Debtors also relate that they have lost valuable time due to the power black out that hit the island on September 21, 2016, which affected the Debtors' counsels' and the financial consultants' offices and homes. In addition, the Debtors' counsel Javier A. Vega-Villalba recently had extensive oral surgery, which affected him more than expected, and will keep him out of commission for at least a few more days. About Condado Restaurant Group, Inc. Condado Restaurant Group, Inc. and Restaurant Associates of Puerto Rico filed for Chapter 11 bankruptcy protection (Bankr. D. P.R. Case Nos. 16-01329 and 16-01330) on February 24, 2016. The petitions were signed by Dayn Smith, president. The Debtors' cases were consolidated on May 12, 2016 in lead Case No. 16-01329. The Debtors are represented by Javier A. Vega Villalba, Esq., at Weinstein Bacal & Miller, PSC. The Debtor hired Acosta & Ramirez as financial consultant. Condado Restaurant Group, Inc. estimated assets and liabilities at between $1 million and $10 million. Restaurant Associates of Puerto Rico, Inc. estimated assets at $100,000 to $500,000 and liabilities at $1 million to $10 million. CONNECT TRANSPORT: Meeting to Form Creditors' Panel Set for Oct. 19 ------------------------------------------------------------------- William T. Neary, the United States Trustee for Region 6, will hold an organizational meeting on Oct. 19, 2016, at 10:30 a.m. in the bankruptcy case of Connect Transport, LLC, et al. The meeting will be held at: Office of the U. S. Trustee Meeting Room Earl Cabell Federal Building 1100 Commerce Street, Room 976 Dallas, Texas 75242 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 Connect Transport Connect Transport, LLC, et al., are privately-owned, integrated midstream providers of transportation, storage, producer, and marketing services for crude oil, natural gas liquids, and condensates. They sought bankruptcy protection with the U.S. Bankruptcy Court for the Northern District of Texas (Case No. 16-33971) on October 4, 2016. The Debtors estimated assets of $500,000 to $1 million and liabilities of $50 million to $100 million. Dykema Cox Smith serves as the Debtors' counsel and Conners & Winters LLP as special counsel. Houlihan Lokey Capital, Inc. has been tapped as financial advisor. Kurtzman Carson Consultants LLC serves as claims and noticing agent. CONTINENTAL EXPLORATION: Trustee Selling to Thunder for $775K ------------------------------------------------------------- Jason R. Searcy, the Chapter 11 trustee of Continental Exploration, LLC, asks the U.S. Bankruptcy Court for the Eastern District of Texas to authorize the sale of assets to Thunder Oil and Gas for $775,000, subject to overbid. The Debtor is an oil and gas exploration company that claims to own over 1,000 non-operating working and royalty interest across the United States, including in Texas, Oklahoma and Pennsylvania. The Debtor operates 34 wells across southern Oklahoma and Texas. Included in those 34 wells are 16 wells and the accompanying leasehold interest, mineral interest, equipment and other assets. During the course of the Bankruptcy Case, the Trustee was appointed, effectively removing the Debtor's principal, Douglas Harrington from control of the Debtor. Prior to the appointment of the Trustee, multiple working interest owners related to the assets discovered that the Debtor, through Harrington, misappropriated millions in production revenue funds that are owned by working interest and royalty interest owners. It was also discovered that Harrington misappropriated over $1,000,000 in prepayment monies paid to the Debtor by certain working interest owners to drill or complete specific wells that make up part of the assets. After the appointment of the Trustee, it was discovered that Harrington orchestrated additional accounting, record and property misappropriations with regards to many of the Debtor's assets, including, but not limited to, the assets that are the subject of the Motion. Due to the claims associated with the assets by royalty owners and working interest owners derived from the Debtor's prepetition conduct and Harrington's prepetition and postpetition conduct, the marketing and sale of the assets has proven to be a challenge. The only logical party to serve as a stalking horse bidder for the assets is a working interest owner or a group of working interest owners in the assets that were, themselves, the victims of Harrington's bad acts. In March of 2016, Thunder Oil and Gas, the Trustee and Wells Fargo Bank N.A. commenced informal discussions and negotiations regarding the estate's sale of the assets. The discussions and negotiations resulted in Thunder making a Stalking Horse Bid to purchase the assets for $775,000. After additional negotiations between Thunder, Wells Fargo and the Trustee as to the non-cash terms of Thunder's offer, Thunder submitted a proposed stalking horse bid via the Second Amended Offer of Thunder Oil and Gas ("Stalking Horse Bid Agreement"). Thunder intends to fund the Stalking Horse Bid via contributions from a number of other parties that are working interest owners in the assets, namely Jackal Oil Co.; B&W Exploration, Inc.; RKW Energy, LLC; HHE AS-Prospects 2005; CPE Resources, Inc.; Huntley & Huntley, Inc.; and Red Rock Resources. The Stalking Horse Bid seeks to purchase the assets, which constitute, among other things, oil and gas wells and properties operated by the Debtor in Marshal and Johnston Counties, Oklahoma and the assets, equipment, pipelines and contracts related thereto. Specifically, Thunder has submitted a cash offer of $775,000 for the assets and has agreed to serve as the stalking horse bidder in an auction of the assets. In doing so, Thunder has requested specific stalking horse protections and bid procedures, namely that Thunder will be entitled to a breakup fee equal to 5% of the above stated bid price ($38,750) for any sale of the assets in or through Debtor's Bankruptcy Case to any other bidder for a higher or better offer. Thunder has requested that for a prospective bidder's bid to be considered, such prospective bidder must first become a "Qualified Bidder" which, among other things, requires the prospective bidder to deposit $50,000 cash with the Trustee. Thunder has requested that any qualified bid for the assets be for all of the assets that are the subject of the Stalking Horse Bid (not piecemeal). Further, Thunder has requested that any and all qualified bids must be delivered to the Trustee on or before 4:00 p.m. (CST) on Nov. 1, 2016, and if another qualified bid is submitted, that the Trustee hold an "Auction" for the assets in sufficient time so that Thunder (or the winning purchaser) may close on the sale of the assets by 5:00 p.m. central standard time on Nov. 14, 2016. Wells Fargo has consented the requested terms of the Stalking Horse Bid, and supports the sale of the assets, which are Wells Fargo's collateral, to Thunder or the prevailing Qualified Bidder at the conclusion of the Auction. Neither the Trustee nor PLS, Inc., have received offers from other potential purchasers to purchase the assets. The Trustee believes it is prudent to have a formal sales process providing potential, unknown purchasers the ability to bid on or purchase the Assets. The Trustee has concluded in his sound business judgment that the sale of the assets of the Debtor pursuant to the "Bid Procedures" is in the best interest of the Debtor's bankruptcy estate and creditors of the Debtors. The Bid Procedures will provide a mechanism for the Trustee to sell the assets in a manner that will result in the highest and best recovery for the Debtor's bankruptcy estate. Therefore, in an effort to move a sale process to conclusion, the Trustee filed the Motion for the purpose of seeking authority to establish procedures and sell the assets. Thunder (backed by the other Buyers) proposes to pay all cash at closing for the Assets subject to these conditions: a. The entry of a final order by the Court approving the sale of the assets free and clear of all liens, claims, interests and encumbrances (save and except for the plugging and abandonment liabilities related to the Baxter Ashford 2-26 wellbore) acceptable to Thunder, and obtained in sufficient time to allow Thunder to close the purchase of the assets by 5:00 p.m. on Nov. 14, 2016; b. Submission and acceptance of Thunder's bid as a stalking horse bid with at least the following protections: i. Thunder will be entitled to a Break Up Fee equal to 5% of the cash offer ($38,750) for any sale of the Assets in or through Debtor's bankruptcy case to any other bidder submitting a higher or better offer; ii. The assets are marketed and sold as a package, not piecemeal, and any bid must be on the same terms and conditions as Thunder's bid; iii. Any other bid must be from a Qualified Bidder to be considered. In order to be a Qualified Bidder, the proposed bidder tender a $50,000 refundable, cash deposit with the Trustee and provide the Trustee with proof of funds to close the sale of the Assets. Thunder (and the Buyers) are and will be considered Qualified Bidders and is not required to tender a $50,000 cash deposit to the Trustee; iv. The first bid for the Assets after Thunder's offer of $775,000 must be a cash bid equal to or greater than $825,000 ("Over Bid"); v. All subsequent bids after the Over Bid must be cash bids in increasing increments of at least $25,000 greater than the immediate preceding bid ("Bid Increment"); vi. Any party interested in submitting a bid must become a Qualified Bidder and submit a bid for all of the Assets to the Trustee, in writing, by no later than 4:00 p.m. (CST) on Nov. 1, 2016; vii. Any subsequent bidder, other than Thunder, must include identification of the party submitting the bid and any equity holders, investors, lenders, partners, joint venturers of the party submitting the bid, as well as all parties (if any) that are going to fund or finance the purchase; viii. Any bid submitted will not contain any due diligence, financing or regulatory contingencies of any kind; ix. Any bid submitted must be for all of the assets as is, where is and without representations and warranties; x. If a Qualified Bidder timely and properly submits a bid, other than that submitted by Thunder, the Trustee may conduct an Auction with respect to all of the assets. Any Auction for the Assets will take place at the following location: Law Offices of Searcy & Searcy, P.C., 446 Forest Square, Longview, Texas on Nov. 3, 2016 and commence at 9:00 a.m. (CST); xi. At the Auction for the Assets any responsive, Qualified Bidder will have 30 minutes to provide a counter or additional bid; xii. The acceptance of any proposal or offer of a Qualified Bidder will be subject to documentation and the Trustee will have the option of documenting the last bid from each Qualified Bidder if the Trustee does not agree with the offered documents; and xiii. Other typical and reasonable bid and auction procedures acceptable to Thunder. At the Sale Hearing, the Trustee will request that the Court approve the assumption and assignment of certain executory contracts and unexpired leases. Any and all of the executory contracts and unexpired leases of the Debtors that touch or concern the Assets will be subject to potential assumption and assignment to the purchaser of the assets pursuant to the Stalking Horse Bid, any subsequent bid from a Qualified Bidder (including a subsequent bid from Thunder), and/or the Bid Procedures. A copy of the Bid Procedures, the Stalking Horse Bid Agreement and the list of executory contracts attached to the Motion is available for free at: http://bankrupt.com/misc/Continental_Exploration_337_Sales.pdf The Trustee requests that the Court direct that the Sale Order become effective immediately upon its entry and expressly order that the stay provisions in Bankruptcy Rule 6004(h) do not apply to the Sale Order to the sale of the Assets because it is necessary to close the sale of the assets as soon as possible after the Sale Hearing to lessen the cost and expense burden on the Debtor's estate caused by the continued ownership and operational expenses of the assets. Thunder Oil & Gas is represented by: H. Brandon Jones, Esq. SHANNON, GRACEY, RATLIFF & MILLER, LLP Telephone: (817) 877-8165 Facsimile: (817) 336-3735 E-mail: bjones@shannongracey.com About Continental Exploration Continental Exploration, LLC, sought Chapter 11 protection (Bankr. E.D. Tex. Case No. 15-41607) on Sept. 2, 2015. The Debtor estimated assets and liabilities in the range of $0 to $50,000. Eric A. Liepins, Esq., at Eric A. Liepins P.C., served as the Debtor's counsel. On Oct. 26, 2015, a motion to appoint a trustee was filed in the case. On Dec. 30, 2015, an order directing the appointment of a Chapter 11 trustee was filed; and subsequent thereto, on Jan. 4, 2016, Jason R. Searcy was appointed to serve as the Chapter 11 Trustee. CONTROL SYSTEMS: Independence Bank to Get $8K Per Month at 4.5% --------------------------------------------------------------- Control Systems Design and Automation, Inc., filed with the U.S. Bankruptcy Court for the Western District of Kentucky an amended disclosure statement for the Debtor's plan of reorganization dated Oct. 3, 2016. Class 3(a) - Independence Bank: Class 3(a), which consists of the secured claim of Independence Bank in the amount of $275,915.30 and which maintains a first lien on the Debtor's account receivables, inventory, equipment and business assets, will be paid in full in 36 equal monthly installment payments with interest at the rate of 4-1/2% per annum. Starting 30 days after confirmation, debtor will make monthly principal and interest payments on the amount of the claim at the rate of 4-1/2% per annum, with a monthly payment estimated at $8,207.62. Upon the Effective Date, all of the assets of the Estate will be revested in the Debtor, and the Debtor shall have the right to manage its own assets and conduct its own business in the ordinary course, subject to the Debtor's obligations and duties as set forth in the Plan. Based on the Debtor's projections, the Debtor will have sufficient funds to provide for payment under the Plan. The Debtor also advises that it has two projects which will be completed in the first week of October 2016 which will provide income over and above its usual and customary engineering services. The Debtor will also provide that any net recovery of preferential transfers and shareholder receivables collected will be paid to secured creditors in order of priority. Any payment to secured creditors will result in a corresponding amount of additional funds being made available and paid to unsecured creditors (Class 4). As reported by the Troubled Company Reporter on Aug. 15, 2016, the Debtor filed a Chapter 11 plan of reorganization that proposed to set aside $300,000 to pay unsecured creditors. The Amended Disclosure Statement is available at: http://bankrupt.com/misc/kywb16-10373-79.pdf About Control Systems Design Control Systems Design and Automation, Inc., provides electrical and mechanical engineering services to factories. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W. D. Ky. Case No. 16-10373) on April 20, 2016. The petition was signed by Robert Scheidegger, authorized representative. The case is assigned to Judge Joan A. Lloyd. At the time of the filing, the Debtor disclosed $518,289 in assets and $2.24 million in liabilities. Mark H. Flener, Esq., at the Law Office of Mark H. Flener serves as the Debtor's bankruptcy counsel. CORNERSTONE DENTISTRY: Can Use BNG Cash Collateral on Final Basis ----------------------------------------------------------------- Judge James R. Sacca of the U.S. Bankruptcy Court for the Northern District of Georgia authorized Cornerstone Dentistry, PC to use cash collateral on a final basis. The Debtor is indebted to the Bank of North Georgia in the amount of $144,801. The Bank of North Georgia asserts a security interest in, among other things, all inventory, furniture, fixtures, equipment, accounts, and instruments. The Debtor is also indebted to Bankers Healthcare Group, Inc., in the amount of $80,000 and to WebBank c/o CAN Capital Asset Servicing, Inc. in the principal amount of $45,000. The Debtor related that it had been unable to confirm that Bankers Healthcare had a perfected security interest on the cash collateral and that CAN Capital appeared to have no secured interest in the cash collateral. The Debtor further related that neither Bankers Healthcare nor CAN Capital filed a response to the Debtor's Cash Collateral Motion and appear at the Final Hearing on the Debtor's Motion. The Debtor represented that it is without sufficient funds to support the continuing operations of its business unless it is authorized to use cash collateral. The Debtor asserted that if it were not allowed to use cash collateral, the Debtor and the bankruptcy estate would suffer immediate and irreparable harm. The Debtor was authorized to use cash collateral to pay for the current, normal, actual, ordinary and reasonable post-petition expenses of operating and maintaining its business. The approved Budget provides for the following total expenses: October 2016: $38,859 November 2016: $37,359 December 2016: $37,359 January 2017: $43,009 February 2017: $37,359 March 2017: $37,359 April 2017: $37,359 May 2017: $37,359 June 2017: $37,359 July 2017: $37,359 The Debtor was directed to make monthly adequate protection payments to the Bank of North Georgia in the amount of $664, representing monthly interest payments. The Bank of North Georgia, Bankers Healthcare, and CAN Capital were granted replacement liens to the same extent, validity, and priority as the creditors held prepetition, upon such post-petition personal property of the Debtor, that each creditor held prepetition. A full-text copy of the Order, dated Oct. 5, 2016, is available at http://bankrupt.com/misc/CornerstoneDentistry2016_1664635jrs_47.pdf Bank of North Georgia can be reached at: BANK OF NORTH GEORGIA Lori Martin, Special Assets P.O. Box 1747 Athens, GA 30603-1747 E-mail: LORIMARTIN@synovus.com Bank of North Georgia is represented by: David C. Whitridge, Esq. THOMPSON, O'BREIN, KEMP & NASUTI, P.C. 40 Technology Parkway South, Suite 300 Norcross, GA 30092 E-mail: dwhitridge@tokn.com About Cornerstone Dentistry Cornerstone Dentistry, PC, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-64635-jrs), on Aug. 22, 2016. The petition was signed by Dr. Edward McDonald, CEO. The Debtor is represented by Paul Reece Marr, Esq. at Paul Reece Marr, P.C. The Debtor estimated assets at $50,001 to $100,000 and liabilities at $100,001 to $500,000 at the time of the filing. The Debtor operates an in-patient dental practice located at leased premises having an address of 2463 Hamilton Mill Parkway, Suite 240, Dacula, Georgia 30019. At one point the Debtor had a second location in Norcross, Georgia, but that location proved to be unprofitable and the Debtor closed the Norcross location January 2015. Dr. Edward McDonald, DDS, a dentist licensed in the State of Georgia, is the sole owner and officer of the Debtor. The Debtor has six employees including Dr. McDonald. Dr. McDonald's wife, Neva McDonald, is a bookkeeper and administrative assistant. No other insiders are on the payroll. COSI INC: Court Allows Cash Collateral Use on Interim Basis ----------------------------------------------------------- Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the District of Massachusetts authorized Cosi, Inc., et al., to use cash collateral on an interim basis. The following Senior Secured Lenders may have liens against the Debtor's personal property, including its cash and accounts receivable: (a) Milfam II LP; (b) AB Opportunity Fund LLC; and (c) AB Value Partners, L.P. JPMorgan Chase Bank, N.A., has a perfected, senior security interest in cash held in two separate collateral accounts of Cosi Sandwich Bar, Inc., known as the CSB Collateral Accounts, and in the Debtors' primary operating account. The CSB Collateral Accounts collectively hold $100,000. JPMorgan Chase Bank's security interest secures all liabilities due from the Debtors to JPMorgan. Such liabilities include, but are not limited to, outstanding letters of credit issued by JPMorgan, in an amount of approximately $288,000. Judge Hoffman acknowledged that the Debtors require the use of cash collateral in order to preserve their operations and the value of their assets. The approved Budget provided covered a 13-week period, beginning on the week ended Oct. 3, 2016 and ending on the week ended Dec. 26, 2016. The Budget provided for total operating disbursements in the amount of $13,198,300, for the period beginning on the week ended Oct. 3, 2016 and ending on the week ended Nov. 28, 2016. The Senior Secured Lenders were granted replacement liens in and to all property of the kind presently securing their prepetition obligations, including any property purchased or acquired with the cash collateral and any proceeds thereof. Judge Hoffman held that JPMorgan Chase Bank was entitled to maintain an administrative hold on $658,476 of cash held in the Debtors' operating account, less any amounts JPMorgan Chase Bank may release from adminsitrative hold, and on all amounts held in the CSB Collateral Accounts, as adequate protection. A final hearing on the Debtors' Cash Collateral Motion is scheduled on Oct. 20, 2016 at 2:00 p.m. A full-text copy of the Order, dated Oct. 5, 2016, is available at http://bankrupt.com/misc/CosiInc2016_1613704_83.pdf About Cosi, Inc. Cosi -- http://www.getcosi.com/-- is an international fast casual restaurant company. There are currently 45 Company-owned and 31 franchise restaurants operating in fourteen states, the District of Columbia, Costa Rica and the United Arab Emirates. Cosi, Inc. and its affiliated Debtors filed chapter 11 petitions (Bankr. D. Mass. Case No. 16-13704-MSH) on Sept. 28, 2016. The Debtors are represented by Joseph H. Baldiga, Esq. and Paul W. Carey, Esq., at Mirick, O'Connell, DeMallie & Lougee, LLP. COSI INC: Hires Mirick O'Connell as Counsel ------------------------------------------- Cosi, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Massachusetts to employ Mirick O'Connell DeMallie & Lougee, LLP as counsel to the Debtors. Cosi, Inc. requires Mirick O'Connell to: a. assist and advise the Debtors in the preparation of Schedules, Statement of Financial Affairs, Monthly Operating Reports for the Office of the U.S. Trustee and additional forms and/or documents as may be required by the Court or the Trustee's Office; b. assist, advise and represent the Debtors in all hearings before the Court, and any appellate courts, related to the case; c. assist, advise and represent the Debtors in the preparation and filing of all motions, applications, objections, responses, answers, orders, notices and any additional pleadings or legal papers as may be necessary in the course of the administration of the case; d. assist, advise and represent the Debtors in any and all litigation which involves any of the Debtors or their assets; e. assist, advise, and represent the Debtors in connection with any contemplated sale of assets "free and clear" pursuant to the sale pleadings filed; f. assist, advise, and represent the Debtors regarding operations during the Chapter 11 operational period including, without limitation, obtaining debtor-in- possession financing, obtaining authority to use cash collateral, payment of certain pre-petition wages, and honoring certain deposit claims; g. assist, advise and represent the Debtors with respect to preparing and filing a disclosure statement and a Chapter 11 liquidating plan and the solicitation of votes related thereto, if necessary; h. assist, advise and represent the Debtors with respect to the examination of all proofs of claim filed and the possible prosecution of objections to certain of such claims; i. assist, advise and represent the Debtors with respect to any meetings or negotiations with representatives of creditors or other parties in interest as required by the Debtors; and j. perform such other legal services as may become necessary during the administration of the bankruptcy case. Mirick O'Connell will be paid at these hourly rates: Joseph H. Baldiga, Partner $425 Paul W. Carey, Partner $410 Christine E. Devine, Partner $410 Gina Barbieri O'Neil, Associate $290 Kate P. Foley, Associate $270 Laura A. Keeler, Paralegal $200 Kimberly M. DelleChiaie, Paralegal $200 Prior to the Petition Date, the Debtors paid $145,000 to Mirick O'Connell in payment of pre-bankruptcy legal fees and expenses, as Prepetition Retainer. Mirick O'Connell will be paid a retainer in the amount of $50,000, exclusive of filing fees in the aggregate amount of $8,585. Mirick O'Connell will also be reimbursed for reasonable out-of-pocket expenses incurred. Joseph H. Baldiga, member of Mirick O'Connell DeMallie & Lougee, 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. Mirick O'Connell can be reached at: Joseph H. Baldiga, Esq. MIRICK O'CONNELL DEMALLIE & LOUGEE, LLP 1800 West Park Drive, Suite 400 Westborough, MA 01581-3926 Tel: (508) 860-1448 Fax: (508) 983-6232 E-mail: jbaldiga@mirickoconnell.com About Cosi, Inc. Cosi -- http://www.getcosi.com/-- is an international fast casual restaurant company. There are currently 45 Company-owned and 31 franchise restaurants operating in fourteen states, the District of Columbia, Costa Rica and the United Arab Emirates. Cosi, Inc. and its affiliated Debtors filed chapter 11 petitions (Bankr. D. Mass. Case No. 16-13704-MSH) on Sept. 28, 2016. The Debtors are represented by Joseph H. Baldiga, Esq. and Paul W. Carey, Esq., at Mirick, O'Connell, DeMallie & Lougee, LLP. The Hon. Melvin S. Hoffman presides over the case. The Debtors tapped The O'Connor Group, Inc., as financial consultant. In its petition, the Debtor estimated $31.24 million in assets and $19.83 million in liabilities. The petition was signed by Patrick Bennett, interim chief executive officer. No official committee of unsecured creditors has been appointed in the case. COSI INC: Hires O'Connor Group as Financial Consultant ------------------------------------------------------ Cosi, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Massachusetts to employ The O'Connor Group, Inc. as financial consultant to the Debtors. Cosi, Inc. requires The O'Connor Group to provide financial consulting services to the Debtors, including those provided by a CFO in a bankruptcy sale such as the sale proposed by the Debtors. The services include: a. serve as interim CFO; b. provide business advice and consultation regarding the proposed sale; c. prepare the bankruptcy financial reporting for the Court, the U.S. Trustee and any Creditor's Committee; d. provide cash and vendor management efforts; e. assist in the efforts to enhance cash flow and improve profitability during the Chapter 11 process; f. lease and contract rejection issues and resulting claim mitigation; g. oversee, manage and augment the finance and accounting staffing in preparation of reports and analysis to support the efforts of the Chapter 11 cases; h. assist with communications and negotiations with the Debtors' senior secured lenders and other constituents of the Debtors' business as required during Chapter 11; and i. any other tasks required by the Debtors during the Chapter 11 Cases. The O'Connor Group will be paid at these hourly rates: Edward Schatz $240 Other Consultants $200-$280 Prior to the Petition Date, the Debtors paid The O'Connor Group an aggregate amount of $84,000, and The O'Connor Group invoiced the amount of $63,000 for services rendered pre-petition, resulting in a prepetition retainer in the amount of $21,000. After reducing the prepetition retainer by $4,200 for unpaid prepetition fees, The O'Connor Group is holding a retainer for the Chapter 11 case in the amount of $16,800. The O'Connor Group will also be reimbursed for reasonable out-of-pocket expenses incurred. Edward Schatz, member of The O'Connor Group, 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. The O'Connor Group can be reached at: Edward Schatz THE O'CONNOR GROUP, INC. 940 West Valley Road, Suite 1602A Wayne, PA 19087 Tel: (484) 254-6295 About Cosi, Inc. Cosi -- http://www.getcosi.com/-- is an international fast casual restaurant company. There are currently 45 Company-owned and 31 franchise restaurants operating in fourteen states, the District of Columbia, Costa Rica and the United Arab Emirates. Cosi, Inc. and its affiliated Debtors filed chapter 11 petitions (Bankr. D. Mass. Case No. 16-13704-MSH) on Sept. 28, 2016. The Debtors are represented by Joseph H. Baldiga, Esq. and Paul W. Carey, Esq., at Mirick, O'Connell, DeMallie & Lougee, LLP. The Hon. Melvin S. Hoffman presides over the case. The Debtor taps The O'Connor Group, Inc., as financial consultant. In its petition, the Debtor estimated $31.24 million in assets and $19.83 million in liabilities. The petition was signed by Patrick Bennett, interim chief executive officer. No official committee of unsecured creditors has been appointed in the case. COTY INC: S&P Assigns 'BB+' CCR; Outlook Stable ----------------------------------------------- S&P Global Ratings said that it has assigned its 'BB+' corporate credit rating to Coty Inc. The outlook is stable. At the same time, S&P assigned its 'BBB-' issue-level rating and '2' recovery rating to the company's credit facilities, which have a total value of about $8.4 billion (Coty issued $4.5 billion; Galleria Co., which holds the P&G beauty assets, issued $3.4 billion; and Coty B.V. issued EUR465 million.) The Coty facility comprises a $1.5 billion secured five-year revolving credit facility, a $1.75 billion five-year term loan A, and a $500 million and EUR665 million seven-year term loan B. The Galleria facility consists of a $1.5 billion five-year senior secured revolving credit facility, a $900 million five-year term loan A, and a $1.0 billion seven-year term loan B. Coty B.V.'s facility consists of a EUR140 million five-year term loan A and a EUR325 million seven-year term loan B. Each of the facilities will be cross-guaranteed and cross-collateralized. The '2' recovery rating reflects S&P's expectation for substantial (70%-90%; lower end of the range) recovery for lenders in case of a payment default. "Our ratings on Coty reflect its leading market positions, its good product, channel, and geographic diversity, its strong cash flow generation capabilities, its participation in the large and growing cosmetics industry, and its moderate leverage," said S&P Global credit analyst Diane Shand. "We have also taken into account the potential execution difficulties that Coty's management will face in merging the company with a larger entity that has underperformed the market for more than three years, the potential problems involved with merging two different corporate cultures, and the company's participation in a highly competitive sector that features formidable competitors with greater financial resources." The stable outlook on Coty reflects S&P's expectation that management will effectively merge the company with P&G's beauty businesses and improve the combined company's EBITDA margins by leveraging its scale, realizing greater efficiencies from the former P&G brands, and achieving cost reductions. In addition, S&P expects the company to sustain leverage of less than 4.0x and a funds from operations (FFO)-to-adjusted debt ratio in the low-20% area. S&P could raise its rating on Coty if it strengthens its business profile by successfully integrating the two companies, stemming the decline in the market share of P&G's beauty business, demonstrating that it can maintain its strong market position in the beauty category, and improving its profitability such that its margins remain above 21%, which is more in line with those of its peers. S&P could also raise its rating if the company moderates its financial policy and sustains leverage of less than 3.0x. S&P believes that it will take at least two years for the company to integrate P&G's beauty assets. S&P could lower its rating on Coty if it encounters difficulty in integrating P&G's beauty business, resulting in significantly weaker profitability compared with S&P's base-case assumptions, and its credit metrics deteriorates such that it sustains leverage of 4.5x. For the company's leverage to rise to 4.5x, its EBITDA would need to be about 25% weaker than S&P expects in its base-case forecast. S&P views this as unlikely because Coty has had a year to put a management team and infrastructure in place to merge the two companies and it competes in an industry that has solid fundamentals. CUI GLOBAL: Heartland Advisors Reports 10.5% Stake as of Sept. 30 ----------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Heartland Advisors, Inc. and William J. Nasgovitz disclosed that as of Sept. 30, 2016, they beneficially own 2,204,923 shares of common stock of CUI Global, Inc., representing 10.5 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/O1VEbF 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. DALE PROPERTIES: Case Summary & 3 Unsecured Creditors ----------------------------------------------------- Debtor: Dale Properties, LLC 6007 Culligan Way Minnetonka, MN 55345 Case No.: 16-42924 Chapter 11 Petition Date: October 6, 2016 Court: United States Bankruptcy Court District of Minnesota (Minneapolis) Judge: Hon. Katherine A. Constantine Debtor's Counsel: Ralph Mitchell, Esq. LAPP LIBRA THOMSON STOEBNER & PUSCH 120 S 6th St, Suite 2500 Minneapolis, MN 55402 Tel: 612-338-5815 E-mail: rmitchell@lapplibra.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Alan Dale, chief manager. A copy of the Debtor's list of three unsecured creditors is available for free at http://bankrupt.com/misc/mnb16-42924.pdf DESERT SPRINGS: Sale Hearing on Shortened Notice Denied ------------------------------------------------------- Judge Mark S. Wallace of the U.S. Bankruptcy Court for the Central District of California denied Desert Springs Financial, LLC's request for a hearing on shortened notice on its motion for order authorizing sale and refinance of real property filed on Oct. 3, 2016. The Debtor filed its application for order setting hearing on shortened notice ("Application") together with a supporting declaration(s) on Oct. 4, 2016 Upon his review of the Application, Judge Wallace held the Motion may be calendared for hearing on Nov. 8, 2016 at 2:00 p.m., in Video Courtroom 225, located at 3420 12th Street, Riverside, California. About Desert Springs Financial Desert Springs Financial LLC filed a chapter 11 petition (Bankr. N.D. Cal. Case No. 16-14859) on May 30, 2016. The single asset real estate debtor is represented by Wayne M. Tucker, Esq., at Orrock Popka Fortino Tucker & Dolen, in Redlands, California. At the time of the filing, the Debtor disclosed $16.8 million in assets and $7.33 million in liabilities. DM RECORDS: Unsecureds to Get $37,544 Over 3 Years at 0.18% ----------------------------------------------------------- DM Records, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Florida a second amended disclosure statement for the Debtor's plan of reorganization dated Oct. 3, 2016. Class 3 General Unsecured Creditors who hold claims of less than $20,000 have the right to opt into being treated in the same manner as Class 4 claim holders. Class 3 claimants will receive a pro rata share of $37,544.90 paid over three years at 0.18% interest in monthly payments of $1,045.81 starting the first month after the Effective Date. Funds to be used to make cash payments under the Plan will derive from operations of the Debtor. The Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/flsb15-30368-218.pdf About DM Records, Inc. DM Records, Inc., -- dba DM Music Group; Ashley Watson Publishing, BMI; Sky Records; Koke, Moke and Noke Publishing, BMI; Critique Records; Bass Tracks, ASCAP; Wrap Records; Bellmark Records; and Ichiban Records -- based in Deerfield Beach, Florida, is an independent music content company founded in 1993 by Mark and David Watson. The Debtor is based in Deerfield Beach, Florida, making its revenues from the licensing of music. Songs it owns or controls (or has in the past) include past gold and multi-platinum hits by Tag Team "Whoomp! There It Is" (quadruple platinum), 2 Unlimited "Get Ready For This" (platinum), Duice "Dazzey Duks" (double platinum), Nikki French "Total Eclipse of the Heart" (gold), Prince "Most Beautiful Girl" (gold), Los Del Mar "Marcarena", Clarence Carter "Strokin" (gold), MC Breed and DFC "Ain't No Future in Yo Frontintm (gold), and Deadeye Dick "New Age Girl" (gold) to name a few. The Debtor filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 15-30368) on Nov. 19, 2015. The Hon. Raymond B. Ray presides over the case. David L. Merrill, Esq., at Merrill P.A., as bankruptcy counsel. In its petition, the Debtor listed $4.24 million in total assets and $2.32 million in total liabilities. The petition was signed by Mark Watson, president. E Z MAILING SERVICES: Hearing on Plan Outline Set For Nov. 1 ------------------------------------------------------------ The Hon. Stacey L. Meisel of the U.S. Bankruptcy Court for the District of New Jersey has scheduled for Nov. 1, 2016, at 2:30 p.m. the hearing to consider the adequacy of E Z Mailing Services Inc.'s disclosure statement. Objections to the adequacy of the Disclosure Statement must be filed no later than 14 days prior to the hearing. About E Z Mailing Services E Z Mailing Services Inc. and United Business Freight Forwarders are transportation logistics companies whose customers include Macy's, Walmart, JC Penny and Forever 21. After primary lender PNC Bank declared a default and demanded immediate payment of $4.2 million, which resulted to a customer freezing payment, E Z Mailing and UBFF filed Chapter 11 bankruptcy petitions (Bankr. D.N.J. Case Nos. 16-10615 and 16-10616, respectively) on Jan. 13, 2016. Ajay Aggarwal, the president, signed the petitions. The Debtors each estimated assets and liabilities in the range of $10 million to $50 million. Judge Stacey L. Meisel presides over the cases. Porzio, Bromberg & Newman, PC, serves as counsel to the Debtors. Bederson LLP's Edward Bond is serving as CRO and crisis manager of the Debtors. The Acting United States Trustee Andrew R. Vara has appointed three creditors of EZ Mailing Service Inc to serve on the official committee of unsecured creditors. E-WORLD USA: Pun Group LLP Raises Going Concern Doubt ----------------------------------------------------- E-World USA Holding, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K, disclosing a net loss of $1.07 million on $6.67 million of total sales for the year ended December 31, 2014, compared with a net income of $2.23 million on $4.68 million of total sales for the year ended in 2013. The Pun Group, LLP, in Santa Ana, Calif., states that the Company has a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. The Company's balance sheet at December 31, 2014, showed $28.28 million in total assets, $35.87 million in total liabilities, and a stockholders' deficit of $7.59 million. A copy of the Form 10-K is available at: https://is.gd/LzkqEI E-World USA Holding, Inc., is a provider of Health and Nutritional supplements and Personal Care products currently sold on the Internet. In June 2014, the Company suspended its prior sales model which involved sales of its products through another website by means of a network of Direct Sales Associates, or "DSA's". In response to the legal action taken by the Chinese authorities that resulted in freezing approximately $3,643,000 of funds held in a Chinese account, since June 2014, the Company had mainly sold its products over the Internet directly to end-user customers, and sales have decreased in a material amount due to the elimination of the use of DSA's. EAC 9540 ENTERPRISES: Taps Joyce W. Lindauer as Legal Counsel ------------------------------------------------------------- EAC 9540 Enterprises, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire legal counsel. The Debtor proposes to hire Joyce W. Lindauer Attorney, PLLC to provide legal services in connection with its Chapter 11 case. The firm's professionals and their hourly rates are: Joyce W. Lindauer $350 Sarah Cox $195 Jamie Kirk $195 Jeff Veteto $175 Paralegals $85 - $105 Legal Assistants $85 - $105 Joyce Lindauer, Esq., disclosed in a court filing that the members of her firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Joyce W. Lindauer, Esq. Sarah Cox, Esq. Jamie Kirk, Esq. Jeff Veteto, Esq. Joyce W. Lindauer Attorney, PLLC 12720 Hillcrest Road, Suite 625 Dallas, TX 75230 Tel: (972) 503-4033 Fax: (972) 503-4034 Email: joyce@joycelindauer.com About EAC 9540 Enterprises EAC 9540 Enterprises, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-41626) on September 7, 2016. The petition was signed by Arthur Hood, managing member. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. EAST COAST FOODS: Seeks to Hire Artyem Ishagulyan as Accountant --------------------------------------------------------------- East Coast Foods, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire an accountant and bookkeeper. The Debtor proposes to hire Artyem Ishagulyan and pay him an hourly rate of $100. Mr. Ishagulyan will also receive reimbursement for work-related expenses. In a court filing, Mr. Ishagulyan disclosed that he does not hold or represent any interests adverse to the Debtor's estate, and that he is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Mr. Ishagulyan's contact information is: Artyem Ishagulyan Phone: (818) 633-0959 Email: art.isaghulyan@gmail.com. About East Coast Foods East Coast Foods, Inc., a California corporation, is the owner and operator of four Roscoe's Chicken N' Waffles restaurants is Los Angeles area. East Coast Foods sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-13852) on March 25, 2016. The petition was signed by Herbert Hudson, president. The Debtor is represented by Vakhe Khodzhayan, Esq., at KG Law, APC. The case is assigned to Judge Sheri Bluebond. The Debtor estimated assets of $0 to $50,000 and debts of $10 million to $50 million. EL VOLCAN: Hires Multiser Tax as Accountants -------------------------------------------- El Volcan, LLC seeks authorization from the U.S. Bankruptcy Court for the Western District of Missouri to employ Multiser Tax Service, LLC as accountants. The Debtor requires Multiser Tax to: (a) prepare and file Monthly Operating Reports; and (b) prepare financial documents as they become necessary. Multiser Tax and its employees have agreed to act as accountants for the Debtor at a fee commensurate their experience and the nature and complexity of this case, and said rates may be adjusted from time to time. The rates proposed are $180 per month. Multiser Tax will be reimbursed for reasonable out-of-pocket expenses incurred. Manuel Alberto Piedrahita, manager of Multiser Tax, 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. Multiser Tax can be reached at: Manuel Alberto Piedrahita MULTISER TAX SERVICE, LLC 13922 East Noland Court Independence, MO 64055 Tel: (816) 254-3236 El Volcan, LLC filed a chapter 11 petition (Bankr. W.D. Mo. Case No. 16-42362) on August 29, 2016. The Debtor is represented by Bradley D. McCormack, Esq., at The Sader Law Firm. At the time of the filing, the Debtor estimated its assets and debts at less than $1 million. The Debtor is a Missouri Limited Liability Company. Its sole member is Ms. Ramona Galindo. The Debtor operates as a Mexican food restaurant in Independence, Missouri. EMR ELECTRIC: Court Extends Exclusivity Periods ----------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas extended the exclusive periods for EMR Electric Motor Rewind, L.P. and EMR Holdings, L.L.P. to file a chapter 11 plan and solicit acceptances to the plan, to September 27, 2016 and December 31, 2016, respectively. According to a report by the Troubled Company Reporter on Sept. 12, 2016, the Debtors said they need additional time to finalize their plan of reorganization, as they diligently evaluated, in consultation with their professionals, a number of options to address their financial issues, which included discussions regarding restructuring the Debtors' businesses and balance sheet. The Debtors also told the Court that New Century Financial, their largest alleged creditor, did not oppose the requested extension. About EMR Electric Motor Rewind Headquartered in Corpus Christi, Texas, EMR Electric Motor Rewind, L.P., is a manufacturing and equipment repair company. EMR Holdings, L.L.P., owns 99% of EMR Electric Motor Rewind, L.P. EMR Electric Motor Rewind, L.P. -- fdba Electric Motor Rewind, LP, EMR Electrical Group, Inc., fdba Electric Motor Rewind, Inc., fdba EMR Energy Services Management, Inc., fdba EMR Energy Services, L.P. -- filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 16-20184) on May 11, 2016. At the time of the filing, EMR Electric Motor estimated both assets and liabilities in the range of $1 million to $10 million. EMR Holdings estimated assets of $0 to $50,000 and debts of $1 million to $10 million. The Chapter 11 petitions were signed by Raymond Lopez, as authorized representative. Judge Marvin Isgur presides over the case. William B Kingman, Esq., at the Law Offices of William B. Kingman, PC, serves as the Debtors' bankruptcy counsel. EMR ELECTRIC: Plan Proposes To Pay Unsecureds Within Five Years --------------------------------------------------------------- EMR Electric Motor Rewind, L.P., and EMR Holding, L.L.P., filed with the U.S. Bankruptcy Court for the Southern District of Texas a joint disclosure statement for their joint plan of reorganization. The Debtors will, commencing in 2017 and continuing through 2022, and in four equal installments each year (on March 15, June 15, Sept. 15 and Dec. 15), pay its allowed Class 4 unsecured non-insider creditors their pro rata share of 50% of the difference of: (i) EMR Electric Motor Rewind, L.P.'s net taxable income after (after taxes but before the depreciation deduction) according to the Revested Debtors' previous year's form 1120 Federal Tax Return and (ii) the sum of all plan payments and debt service payments (including principal payments) made by the Debtors. The remaining 50% of this amount will be utilized for future working capital needs and set aside for payment of "balloon" payments to the Class 3 creditor. After all non-insider Class 4 creditors are paid in full, then the Debtors will be authorized to satisfy the allowed claims of Class 4 creditors who are insiders. The Plan is feasible as a result of the fact that, based upon historical operating data, the Debtors will have sufficient cash available to pay the creditors' allowed claims on the initial distribution date and subsequent distribution dates in accordance with the provisions of the Plan. The Disclosure Statement is available at: http://bankrupt.com/misc/txsb16-20184-130.pdf About EMR Electric Motor Rewind Headquartered in Corpus Christi, Texas, EMR Electric Motor Rewind, L.P., is a manufacturing and equipment repair company. EMR Holdings, L.L.P., owns 99% of EMR Electric Motor Rewind, L.P. EMR Electric Motor Rewind, L.P. -- fdba Electric Motor Rewind, LP, EMR Electrical Group, Inc., fdba Electric Motor Rewind, Inc., fdba EMR Energy Services Management, Inc., fdba EMR Energy Services, L.P. -- filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No. 16-20184) on May 11, 2016. At the time of the filing, EMR Electric Motor estimated both assets and liabilities in the range of $1 million to $10 million. EMR Holdings estimated assets of $0 to $50,000 and debts of $1 million to $10 million. The Chapter 11 petitions were signed by Raymond Lopez, as authorized representative. Judge Marvin Isgur presides over the case. William B Kingman, Esq., at the Law Offices of William B. Kingman, PC, serves as the Debtors' bankruptcy counsel. ENCLAVE AT HILLSBORO: Hires Schroeder as Special Counsel -------------------------------------------------------- Enclave at Hillsboro, LLC, et al., seek authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Michael A. Schroeder, P.L. as special real estate counsel to the Debtor, nunc pro tunc to September 13, 2016. On August 3, 2016, the bankruptcy Court entered an Order Confirming Debtors' Amended Plan of Reorganization and Scheduling Post-Confirmation Status Conference that confirmed Amended Plan of Reorganization as modified by the terms set forth in the Confirmation Order. The Confirmation Order and Plan provide for the sale of the following real property, free and clear of all liens, claims, encumbrances and other interests: (i) the vacant residential parcels located at 1174 through 1185 Hillsboro Mile in Hillsboro Beach with title held by Enclave at Hillsboro, LLC, (ii) the vacant residential lot located at 1103 and 1105 Hillsboro Mile in Hillsboro Beach with title held by Hillsboro Mile Properties, LLC and (iii) the vacant residential lot located at 1107 Hillsboro Mile in Hillsboro Beach with title held by Remi Hillsboro, LLC. Enclave at Hillsboro requires Schroeder to provide legal services relating to preparing and reviewing the form sale contracts, negotiating terms of the sales, the closing relating to the sale of the Property, and title matters. Schroeder will be paid at these hourly rates: Michael A. Schroeder $325 Judith L. Jocis $195 Schroeder will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael A. Schroeder, member of Michael A. Schroeder, P.L., 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. Schroeder can be reached at: Michael A. Schroeder, Esq. MICHAEL A. SCHROEDER, P.L. 3837 NW Boca Raton Blvd Boca Raton, FL 33431 Tel: (561) 241-0300 E-mail: michaelaschroederpl.com About Enclave at Hillsboro Enclave at Hillsboro, LLC, Hillsboro Mile Properties, LLC, Antipodean Properties, LLC, Remi Hillsboro, LLC, Kerekes Land Trust Properties, LLC, Estates of Boynton Waters Properties, LLC, Enclave at Boynton Waters Properties, LLC and Lake Placid Waterfront Properties, LLC own real property, which on a consolidated basis are valued at $125,050,000 based on offers received and $66,781,178 based on the property tax assessed value. Enclave at Boynton Waters Properties, LLC, et al., filed Chapter 11 bankruptcy petitions (Bankr. S.D. Fla. Case Nos. 15-26141, 15-26143, 15-26148, 15-26152, 15-26155, 15-26156, 15-26162 and 15-26165) on Sept. 8, 2015. The petitions were signed by John B. Kennelly as manager. Erik P. Kimball is assigned to the first-filed case (15-26141). On Oct. 7, 2015, the Court ordered that the Debtor's cases will be jointly administered under Lead Case No. 15-26155. The Debtors own various parcels of real property that constitute the collateral of the same secured lender, BI Boca Boynton Portfolio, LLC. The Debtors are represented by Bernice C. Lee, Esq., at Shraiberg, Ferrara & Landau, P.A. EPICENTER PARTNERS: Committee Seeks Approval to Hire New Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of Epicenter Partners, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court in Arizona to hire new legal counsel. In a court filing, the committee seeks permission to substitute Engelman Berger, P.C. in place of the Law Offices of Michael W. Carmel, Ltd. The services to be provided by the firm include advising the committee regarding its duties, investigate assets of Epicenter and its affiliates, and assist the committee in analyzing their Chapter 11 plan of reorganization. The firm's professionals and their hourly rates are: Steven N. Berger $575 Scott B. Cohen $475 Patrick A. Clisham $425 Other Associates $250 - $350 Paralegals $195 Engelman does not have any interests adverse to the Debtors or their bankruptcy estates, according to court filings. The firm can be reached through: Steven N. Berger, Esq. Scott B. Cohen, Esq. Patrick A. Clisham, Esq. Engelman Berger, P.C. 3636 North Central Avenue, Suite 700 Phoenix, AZ 85012 Phone: (602) 271-9090 Fax: (602) 222-4999 Email: snb@eblawyers.com Email: sbc@eblawyers.com Email: pac@eblawyers.com About Epicenter Partners Epicenter Partners LLC and Gray Meyer Fannin LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 16-05493) on May 16, 2016. On July 6, 2016, Sonoran Desert Land Investors LLC, East of Epicenter LLC and Gray Phoenix Desert Ridge II LLC filed Chapter 11 petitions (Bankr. D. Ariz. Case Nos. 07659 to 07661). The cases are jointly administered with those of Epicenter Partners and Gray Meyer. GMF, which came into existence in 2001, was originally formed to provide development services for affiliates. Epicenter was formed in 2004 to acquire, manage, sell or hold land for investment. Both Debtors are fully owned by Gray/Western Development Company and managed, pursuant to that entity, by Bruce Gray. The Debtors tapped Thomas J. Salerno, Esq., at Stinson Leonard Street, LLP, as their Chapter 11 counsel. Epicenter Partners disclosed $143,212,665 in assets and $66,913,279 in liabilities. The Office of the U.S. Trustee on June 15, 2016, appointed five creditors to serve on the official committee of unsecured creditors. ERICKSON INCORPORATED: Del. Court Okays Class Action Stipulation ---------------------------------------------------------------- The Court of Chancery of the State of Delaware approved on Sept. 12, 2016, the previously announced Stipulation and Agreement of Compromise, Settlement and Release entered into by the Company on June 13, 2016, in connection with the stockholder class and derivative action filed with the Court by Edward Montgomery, on behalf of himself and all others similarly situated and derivatively on behalf of nominal defendant Erickson Incorporated. Pursuant to the Stipulation, the stockholder and derivative action will be resolved, and all claims will be dropped, in exchange for amendment of certain provisions of the Company's Certificate of Incorporation and the creation of a settlement fund of $18.5 million, which is expected to be paid by the Company's insurance carrier. About Erickson Inc. Erickson Incorporated and its subsidiaries and affiliated companies are a global provider of aviation services. The Company owns, operates, maintains and manufactures utility aircraft to transport and place people and cargo around the world for commercial and governmental entities, with three distinct reportable segments consisting of Commercial Aviation Services, Global Defense and Security, and Manufacturing and Maintenance, Repair and Overhaul. Through its Commercial Aviation Services and Global Defense and Security segments, the Company provides aerial services that include critical supply and logistics for firefighting, timber harvesting, infrastructure construction, deployed military forces, humanitarian relief, and crewing. Through its Manufacturing and MRO segment, the Company provides manufacturing and maintenance, repair and overhaul services for certain aircraft, as well as aircraft sales. As of June 30, 2016, Erickson Incorporated had $584 million in total assets, $558 million in total liabilities and $25.9 million in total equity. Erickson reported a net loss of $86.6 million in 2015 following a net loss of $10.2 million in 2014. * * * The Company carries a 'CCC' corporate credit rating from S&P Global Ratings and a 'Caa3' corporate family rating from Moody's Investors Service. ERICKSON INCORPORATED: Further Amends Wells Fargo Credit Agreement ------------------------------------------------------------------ Erickson Incorporated entered into Amendment Number Eighteen to the Credit Agreement with Wells Fargo Bank, National Association, Deutsche Bank Trust Company Americas, and HSBC Bank USA NA, which modified the required level of borrowing capacity to be maintained, known as "Excess Availability," to the following: * $10 million for the period from July 25, 2016, through Aug. 29, 2016; * $13 million for the period from Aug. 30, 2016, through Oct. 6, 2016; * $17.5 million for the period from Oct. 7, 2016, through Oct. 13, 2016; and * $20 million for the period from Oct. 14, 2016, through Dec. 31, 2016. About Erickson Inc. Erickson Incorporated and its subsidiaries and affiliated companies are a global provider of aviation services. The Companye owns, operates, maintains and manufactures utility aircraft to transport and place people and cargo around the world for commercial and governmental entities, with three distinct reportable segments consisting of Commercial Aviation Services, Global Defense and Security, and Manufacturing and Maintenance, Repair and Overhaul. Through its Commercial Aviation Services and Global Defense and Security segments, the Company provides aerial services that include critical supply and logistics for firefighting, timber harvesting, infrastructure construction, deployed military forces, humanitarian relief, and crewing. Through its Manufacturing and MRO segment, the Company provides manufacturing and maintenance, repair and overhaul services for certain aircraft, as well as aircraft sales. As of June 30, 2016, Erickson Incorporated had $584 million in total assets, $558 million in total liabilities and $25.9 million in total equity. Erickson reported a net loss of $86.6 million in 2015 following a net loss of $10.2 million in 2014. * * * The Company carries a 'CCC' corporate credit rating from S&P Global Ratings and a 'Caa3' corporate family rating from Moody's Investors Service. ESP RESOURCES: Court Extends Plan Filing Period Through Dec. 5 -------------------------------------------------------------- Judge David R. Jones of the U.S. Bankruptcy court for the Southern District of Texas extended for an additional 60 days the exclusive period within which ESP Resources, Inc. and ESP Petrochemicals, Inc. may file their plan of reorganization or until Dec. 5, 2016, and the exclusive period is also automatically extended for an additional 60 days to allow the Debtors to solicit and obtain acceptance of its plan. The Troubled Company Reporter on Sept. 30, 2016, reported that the Debtors sought an exclusivity extension, telling the Court that their CRO, Charles Johnson, had spent a significant amount of time stabilizing their operations, including closing locations, reducing staffing and implementing across the board pay reductions for all employees. The Debtors further told the Court that they have also received interest from several potential investors and are exploring various exit strategies including a 363 sale of assets and auction in connection with a plan. Given Mr. Johnson's recent engagement, the Debtors told the Court that they will they will likely be unable to file and confirm a Chapter 11 Plan prior to the expiration of the current exclusivity period. About ESP Resources, Inc. Lafayette, Louisiana-based ESP Resources, Inc., is a manufacturer, distributor and marketer of specialty chemicals and supply specialty chemicals for a range of oil and gas field applications, including killing bacteria, separating suspended water and other contaminants from crude oil and separating oil from gas. The company also offers analytical services and custom-blended chemicals for oil and gas wells. ESP Resources, Inc., and its affiliate ESP Petrochemicals, Inc. filed chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 16-60021 and 16-60020) on March 10, 2016. The cases are jointly administered under Case No. 16-60020. The petitions were signed by David A. Dugas, chief executive officer. The cases are assigned to Judge David R. Jones. The Debtors are represented by Melissa Anne Haselden, Esq., and Edward L Rothberg, Esq., at Hoover Slovacek LLP. ESP Resources disclosed assets of $4.08 million and debt of $9.55 million. ESP Petrochemicals, Inc., estimated both assets and liabilities in the range of $1 million to $10 million. EXCELITAS TECHNOLOGIES: S&P Lowers CCR to 'CCC+', Outlook Negative ------------------------------------------------------------------ S&P Global Ratings said that it has lowered its corporate credit rating on Excelitas Technologies Corp. to 'CCC+' from 'B-'. The outlook is negative. At the same time, S&P lowered its issue-level rating on the company's $700 million first-lien credit facilities to 'CCC+' from 'B-'. The '3' recovery rating remains unchanged, indicating S&P's expectation for meaningful (50%-70%; lower half of the range) recovery in the event of a payment default. "The downgrade reflects the extremely thin (less than 5%) cushion under the springing maximum leverage covenant on Excelitas' revolver, which has increased the risk that it will breach the covenant over the next 12 months if it is unable to pay down its outstanding borrowings (such that the revolver is less than 25% drawn) or obtain an amendment from its lenders ahead of the planned step down in December 2016," said S&P Global credit analyst Tyrell Peebles. "In addition, the downgrade also incorporates the company's relatively high debt leverage of about 8x as of June 2016 (which includes its PIK second-lien term loan), and its modest expected free operating cash flow (FOCF)." Although the company's operating performance rebounded slightly during the first half of 2016, supported by strong demand for avionics and advanced electronic systems in its defense and aerospace segment, the improvement was not as robust as previously anticipated and the company was unable to execute on the planned repayment of its revolver borrowings earlier this year. The negative outlook on Excelitas reflects S&P's view that the cushion under the company's springing total leverage covenant will remain extremely thin in advance of the planned step down in December 2016, increasing the risk of a potential covenant violation if the company is unable to sufficiently repay its outstanding revolver balances or negotiate for covenant relief from its lenders. S&P could downgrade Excelitas if the company is unable to repay the borrowings under its revolving credit facility or obtain sufficient covenant relief from its lenders over the next few months, leading to a breach of the springing total leverage covenant on its first-lien credit facilities. S&P could also lower its ratings if the company's liquidity and operating performance deteriorate such that S&P expects it to default over the next 12 months. S&P could revise its outlook on Excelitas to stable or raise S&P's rating on the company if its operating performance improves meaningfully, such that its debt leverage declines to more sustainable levels (around 7x) and its liquidity improves. In order to upgrade the company, S&P would also need to believe that it would be able to maintain a cushion of more than 10% under the springing total covenant on its first-lien credit facility over a 12-month period. FIELDPOINT PETROLEUM: Amends Forbearance Agreement with Citibank ---------------------------------------------------------------- FieldPoint Petroleum Corporation on Oct. 6, 2016, announced a Sixth Amendment to Loan Agreement with Citibank, which includes a forbearance agreement. Phillip Roberson, President and CFO of FieldPoint, stated, "This is a very important first step to stabilize the Company and afford us the ability to aggressively look for opportunities to grow during our recovery from the depressed oil and gas market of the past many months. Citibank has been a great banking partner to work with during this difficult time. Extending the due date of our current loan from this month to January 1, 2018, as well as granting a forbearance, shows support for, and confidence in, the plan that FieldPoint has initiated in order to maintain our listing with the NYSE. The events of today also allow us to move forward with the previously announced transaction between FieldPoint and HFT, which we now expect to complete promptly. This transaction is an important next step in our recovery plan. The oil and gas industry as a whole is having to deal with many of the same issues facing FieldPoint. We are very fortunate to have partners like Citibank and HFT supporting us in this effort." About Fieldpoint Petroleum FieldPoint Petroleum Corporation acquires, operates and develops oil and gas properties. Its principal properties include Block A-49, Spraberry Trend, Giddings Field, and Serbin Field, Texas; Flying M Field, Sulimar Field, North Bilbrey Field, Lusk Field, and Loving North Morrow Field, New Mexico; Apache Field, Chickasha Field, and West Allen Field, Oklahoma; Longwood Field, Louisiana; and Big Muddy Field, Wyoming. As of Dec. 31, 2015, the Company had varying ownership interests in 472 gross wells (113.26 net). FieldPoint Petroleum Corporation was founded in 1980 and is based in Austin, Texas. As of June 30, 2016, Fieldpoint Petroleum had $9.20 million in total assets, $9.76 million in total liabilities and a total stockholders' deficit of $557,072. The Company reported a net loss of $10.98 million in 2015 following a net loss of $1.94 million in 2014. Hein & Associates LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses, and has a working capital deficit. This raises substantial doubt about the Company's ability to continue as a going concern. FILIP TECHNOLOGIES: Meeting to Form Creditors' Panel Set for Oct.14 ------------------------------------------------------------------- Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on Oct. 14, 2016, at 11:00 a.m., in the bankruptcy case of Filip Technologies, Inc. The meeting will be held at: Office of the US Trustee 844 King Street, Room 3209 Wilmington, DE 19801 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 Filip Filip, a start-up company which was formed in 2013, currently employs eight individuals and operates in the United States and Spain. Each of the Debtors filed a voluntary petition under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware on Oct. 5, 2016. The cases have been assigned to Judge Kevin Gross. The Debtors owe $480,000 to AT&T and $2.6 million to trade vendors, as disclosed in court papers. The Debtors have engaged Moore & Van Allen, PLLC as the general counsel; Bielli & Klauder, LLC as local counsel; Ankura Consulting Group, LLC as restructuring advisor; and Braekhaus Dege Advokatfirma DA as special Norway counsel. FILIP TECHNOLOGIES: Proposes Nov. 7 Auction for Assets ------------------------------------------------------ Filip Technologies, Inc., and its affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize bidding procedures that will govern the auction of substantially all of their assets. The Debtors say they own and operate valuable intellectual property, employ high-skilled and educated workers who create, maintain and enhance the owned intellectual property, and have an established base of customers and end-users of the Filip Service. Prior to the Petition Date, the Debtors, in consultation with their legal, financial, and restructuring advisors, evaluated a broad range of strategic alternatives to address their liquidity pressures lack of immediately available liquidity. The Debtors, with the assistance of a retained investment banking firm, pursued a marketing and sale process for substantially all of their assets over a period of approximately 5 months prior to the Petition Date. As of the Petition Date, although the Debtors have not secured a definitive agreement with a prospective purchaser, the Debtors are in advanced discussions and have received a draft purchase agreement from a potential stalking horse bidder, and are in ongoing diligence processes and discussions with 8 potential bidders. The Debtors filed the chapter 11 cases in an effort to avoid a liquidation of their business and any interruption to the Filip Service that will almost certainly result in no recovery to their estates. The Debtors concluded that the only available means of maximizing the value of their assets was to conduct the sale and attempt to increase recoveries through a competitive auction process for the Debtors' business and assets. The DIP Lender – also the Debtors' primary customer – supports the pursuit of the sale and the related relief requested. The Debtors aver that it is essential they consummate a value-maximizing sale of their assets expeditiously. Any delays will lead to unnecessary expense that will, in turn, frustrate the Debtors' attempt to maximize value through a plan of liquidation and will likely result in a conversion of these cases. The Debtors request that the sale process occur in accordance with the timeline: a. Bid Procedures Objection Deadline: Oct. 17, 2017 at 4:00 p.m. (PET) b. Bid Procedures Hearing: Oct. 20, 2016 c. Sale Objection Deadline and Cure/Assignment Objection Deadline: Nov. 3, 2016 at 4:00 p.m. (PET) d. Bid Deadline: Nov. 4, 2016 at 5:00 p.m. (PET) e. Auction: Nov. 7, 2016 at 10:00 a.m. (PET) f. Sale Hearing: Nov. 8, 2016 g. Sale Closing Date: Nov. 10, 2016 The Debtors believe that it is crucial that they consummate the Sale on their proposed timeline to maximize value for the Debtors' estates while minimizing administrative expenses and, pursuant to their post-petition financing agreement, they are obligated to do so no later than the Sale Closing Date. The Debtors seek authority to select, with the consent of the DIP Lender, a stalking horse or lead bidder ("Stalking Horse Bidder"), and to provide the Stalking Horse Bidder with certain customary bid protections including a breakup fee and expense reimbursement. To the extent the Debtors are able to identify a Stalking Horse Bidder prior to the Bid Procedures Hearing, the Debtors propose to supplement the Motion and make the disclosures required by Local Rule 6004-1 related to the Stalking Horse Bidder and its bid for the assets, and seek authority to enter into the same. Given the desire to wind-down the Debtors' business expeditiously and minimize administrative expenses, on the one hand, and their desire to ensure a fair and transparent opportunity for all potentially interested parties to participate in the sale process, on the other hand, the Debtors propose that the Bidding Procedures, and related notice and other procedures set forth be implemented in connection with the marketing and sale of their assets. A summary of the significant terms of the Bidding Procedures: a. Bid Requirements: A Potential Bidder (i) must submit a "Qualified Bid" by the Bid Deadline and (ii) offer to consummate the sale pursuant to a proposed form of purchase agreement ("Purchase Agreement"). b. Bid Deadline: Nov. 4, 2016 at 5:00 p.m. (PET) c. Bidding Increments: The Debtors will not consider any subsequent bid in the Auction unless any bid after the Starting Qualified Bid exceeds the previous highest bid by at least the Overbid Increment. d. Closing with Alternative Backup Bidders: At the conclusion of the Auction, the Debtors will announce the bid or combination of bids made pursuant to the Bidding Procedures Order that represents, in the Debtors' discretion (with the consent of the DIP Lender), the highest or otherwise best offer for the Assets ("Successful Bid"). If the Successful Bidder fails to consummate the transaction for any reason, the bid of the Qualified Bidder or combination of Qualified Bidders ("Back-Up Bidder") that submits the next highest or otherwise best bid or combination of bids will be deemed the new Successful Bid. The Debtors respectfully submit that the Court should approve procedures relating to the assumption and assignment of Executory Contracts and Unexpired Leases. In assuming and assigning the Executory Contracts and Unexpired Leases, the Debtors intend to comply with the provisions of Section 365(f)(2) of the Bankruptcy Code. A copy of the Bidding Procedures and the list of Executory Contracts and Unexpired Leases attached to the Motion is available for free at: http://bankrupt.com/misc/Filip_Technologies_11_Sales.pdf The Debtors request that the Court waive the 14-day stay imposed by Bankruptcy Rule 6004(h). Proposed Counsel to the Debtors: David M. Klauder, Esq. Nella M. Bloom, Esq. BIELLI & KLAUDER, LLC 1204 N. King Street Wilmington, DE 19801 Telephone: (302) 803-4600 Facsimile: (302) 397-2557 E-mail: dklauder@bk-legal.com nbloom@bk-legal.com - and - Zachary H. Smith, Esq. Hillary B. Crabtree, Esq. MOORE & VAN ALLEN PLLC 100 N. Tryon Street, Suite 4700 Charlotte, NC 28202 Telephone: (704) 331-1000 Facsimile: (704) 378-1909 E-mail: zacharysmith@mvalaw.com hillarycrabtree@mvalaw.com About Filip Technologies Filip Technologies, Inc., is the creator of Filip Service, a device which enables parents, using smartphones, to locate, contact, and communicate with their children. Company founder Sten Kirkbak was inspired to develop the device when he lost track of his son Filip in a shopping mall back in 2010. Launched in November 2013, the Filip Service is presently used by more than 13,000 consumers in the United States through the AT&T wireless network, and approximately 340 consumers in Spain through the Telefonica wireless network, as disclosed in the bankruptcy filing. Filip Technologies and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 16-12192) on Oct. 5, 2016. Judge Kevin Gross is assigned to the cases. The petitions were signed by Roy Messing, chief restructuring officer. Filip estimated assets in the range of $1 million to $10 million and $10 million to $50 million in debt. The Debtors have engaged Moore & Van Allen, PLLC as the general counsel; Bielli & Klauder, LLC as local counsel; Ankura Consulting Group, LLC as restructuring advisor; and Braekhaus Dege Advokatfirma DA as special Norway counsel. FILIP TECHNOLOGIES: Want $1.24-Mil. DIP Loan from AT&T Capital -------------------------------------------------------------- Filip Technologies, Inc. and its affiliated Debtors ask the U.S. Bankruptcy Court for the District of Delaware for authorization to obtain post-petition financing from AT&T Capital Services, Inc., and use cash collateral. The Debtors relate that, with the assistance of a retained investment banking firm, they pursued a marketing and sale process for substantially all of their assets over a period of approximately 5 months prior to the Petition Date. The Debtors further relate that as of August 2016, their efforts, although exhaustive, had not secured a prospective buyer. The Debtors entered into a Maintenance Agreement with AT&T Services, Inc., pursuant to which, AT&T Capital advanced $160,000 to the Debtors, in order to prevent the Debtors from initiating proceedings under Chapter 7 and to enable the Debtors to continue strategic discussions with potential acquirers while maintaining operations for the benefit of the Debtor's direct customers and end users. AT&T Capital subsequently advanced a further $80,000. The Debtors tell the Court that by late September 2016, they had nearly exhausted the funding provided under the Prepetition Maintenance Agreements and faced the prospect of having to shut down the Filip Service due to their dire cash position. The Debtors further tell the Court that they entered into the AT&T Prepetition Promissory Note, which provided $240,000 in new secured borrowings and rolled up the Maintenance Amounts under the Prepetition Maintenance Agreement into a single secured loan. The Debtors relate that during their negotiations with AT&T Capital, they explored AT&T Capital's willingness to provide financing without the requested milestones and other lender protections that are included in the DIP Facility. The Debtors further relate that their efforts culminated in the proposed DIP Facility. Under the proposed DIP Credit Agreement, the DIP Lender will make cash advances and other extensions of credit in a maximum principal amount not to exceed $1.24 million, inclusive of the Roll-Up Loans, subject to the terms and conditions of the DIP Loan Documents. The DIP Facility, proceeds of the DIP Facility, and Cash Collateral will be used solely for: (i) the working capital needs of the Debtors; (ii) the satisfaction of interest, fees and costs due under the DIP Facility; and (iii) permitted payment of costs of administration of the chapter 11 cases. The Debtors have agreed to close a sale of their assets by no later than the earlier of Nov. 10, 2016 or the date that is five days after the Sale Hearing. The Debtors contend that they need the proposed DIP Facility and the use of Cash Collateral in order to pursue a strategic sale of their assets and to fund their ordinary course of business operations and administration in the interim. They further contend that to obtain financing under the DIP Facility and to avoid immediate and irreparable harm to the Debtors' business operations and their estates, the Debtors have an immediate need for authority to use cash collateral. A full-text copy of the Debtor's Motion, dated Oct. 3, 2016, is available at http://bankrupt.com/misc/FilipTechnologies2016_1612192kg_5.pdf About Filip Technologies Filip Technologies, Inc., is the creator of Filip Service, a device which enables parents, using smartphones, to locate, contact, and communicate with their children. Company founder Sten Kirkbak was inspired to develop the device when he lost track of his son Filip in a shopping mall back in 2010. Launched in November 2013, the Filip Service is presently used by more than 13,000 consumers in the United States through the AT&T wireless network, and approximately 340 consumers in Spain through the Telefonica wireless network, as disclosed in the bankruptcy filing. Filip Technologies and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 16-12192) on Oct. 5, 2016. Judge Kevin Gross is assigned to the cases. The petitions were signed by Roy Messing, chief restructuring officer. Filip estimated assets in the range of $1 million to $10 million and $10 million to $50 million in debt. The Debtors have engaged Moore & Van Allen, PLLC as the general counsel; Bielli & Klauder, LLC as local counsel; Ankura Consulting Group, LLC as restructuring advisor; and Braekhaus Dege Advokatfirma DA as special Norway counsel. FIRED UP: Hires Lewis Brisbois as Special Counsel ------------------------------------------------- Fired Up, Inc., seeks authorization from the U.S. Bankruptcy Court for the Western District of Texas to employ Lewis, Brisbois, Bisgaard & Smith, LLP, as Special Counsel, nunc pro tunc August 5, 2016. The Debtor requires Lewis Brisbois to: (a) prepare the franchise disclosure documents for Johnny Carina's Italian Restaurants; (b) perform franchise registration and renewal filings in applicable states; (c) provide franchise advice with regard to ongoing business operations; and, (d) insure the necessary disclosures and filings are made if a sale of the Debtor's assets includes the franchises. Lewis Brisbois professionals will be paid at these hourly rates: Vickie Driver, Esq. $450.00 John Vernon, Esq. $575.00 Associate Attorneys $325.00 Lewis Brisbois will also be reimbursed for reasonable out-of-pocket expenses incurred. Vickie Driver, Esq., partner of Lewis Brisbois, 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. Lewis Brisbois can be reached at: John Vernon, Esq. Vickie Driver, Esq. Christina W. Stephenson, Esq. LEWIS BRISBOIS BISGAARD & SMITH, LLP 2100 Ross Avenue, Suite 2000 Dallas, TX 75201 Tel.: (214) 722-7100 Fax: (214) 722-7111 Email: 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. FLOWORKS INT'L: Moody's Lowers Corporate Family Rating to Caa3 -------------------------------------------------------------- Moody's Investors Service downgraded Floworks International LLC's corporate family rating to Caa3 from Caa1, its probability of default rating to Caa3-PD from Caa1-PD and its senior secured note rating to Ca from Caa2. The ratings outlook is negative. The ratings downgrades and negative outlook reflect the substantial deterioration in Floworks operating results, credit metrics and liquidity and the expectation they will remain weak over the next 12 to 18 months. The following ratings were affected in this rating action: -- Corporate Family Rating, Downgraded to Caa3 from Caa1; -- Probability of Default Rating, Downgraded to Caa3- PD from Caa1-PD; -- $221 Million Senior Secured Notes due 2019, Downgraded to Ca (LGD5) from Caa2 (LGD4); Outlook Actions: -- Outlook, Remains Negative RATINGS RATIONALE Floworks' Caa3 corporate family rating reflects its small size, very weak credit metrics, negative LTM EBITDA generation, reliance on the cyclical downstream energy sector, and the highly competitive dynamics that is typical of the pipe, valve and fittings (PVF) distribution sector. The ratings are supported by the company's exposure to MRO activity, long-term relationships with large and well-established customers as well as the countercyclical working capital needs and limited capital expenditure requirements of the distribution business model. The company also has an adequate liquidity profile and no near term debt maturities. Floworks recent operating results have been very weak driven by lower capital spending by its downstream energy sector customers and intensely competitive market conditions as upstream and midstream distributors migrate to the downstream sector. The company has also been negatively impacted by non-cash lower of cost or market inventory charges related to declining nickel prices, which impact the price of its stainless steel and nickel alloy pipe products, and obsolescence write downs based on estimated net realizable value of older inventory. Floworks recorded $30 million of non-cash inventory charges during the fiscal year ended January 2016, which resulted in the company producing an EBITDA loss of $15 million. The company has not incurred additional inventory losses during the first half of 2016 (ends January 2017) since its inventory costs have become more in line with market pricing. However, it has only produced adjusted EBITDA of about $1 million including an EBITDA loss in the quarter ended July 2016 and is likely to generate negative EBITDA again this fiscal year. Therefore, its credit metrics will remain very weak with negative leverage and negative interest coverage. Floworks operating results could improve in fiscal 2017 (ending January 2018) if oil prices strengthen or refinery maintenance and petrochemical project activity picks up, but the upside will be limited since competitive pressure is likely to remain intense. Floworks has an adequate liquidity profile with about $3 million of cash and $59 million of availability on its $175 million ABL revolver as of July 31, 2016. The revolver had $72 million of borrowings and $11 million of letters of credit outstanding. Floworks liquidity should remain adequate in the near term since it is expected to be cash flow neutral in the second half of fiscal 2016. It will continue to generate operating losses, but this will be offset by cash generated from reduced investments in working capital. The company is likely to be cash flow negative in fiscal 2017 and its liquidity could become less than adequate unless business conditions improve materially. The company has no debt maturities until September 2019. The negative outlook reflects the likelihood that Floworks operating results will remain under pressure, its credit metrics will stay weak for its rating and it will continue to produce negative free cash flow in the near term. The outlook could return to stable if operating results and credit metrics improve substantially and the company produces positive free cash flow. The leverage ratio (Debt/EBITDA) declining below 9.0x and the interest coverage ratio (EBITA/Interest Expense) rising above 0.75x could lead to an outlook change. The ratings are not likely to experience upward pressure in the near term. However, Floworks ratings could be upgraded if the company's leverage ratio declines below 8.0x, interest coverage rises above 1.25x and it generates consistent free cash flow. A downgrade would be considered if Floworks' leverage ratio remains above 9.0x, its interest coverage ratio is sustained below 0.75x and it continues to generate negative free cash flow. A significant reduction in borrowing availability or liquidity could also result in a downgrade. The principal methodology used in these ratings was "Distribution & Supply Chain Services Industry" published in December 2015. Floworks LLC, headquartered in Houston, Texas, is a distributor and supplier of pipe, valves, fittings (PVF) and related products to the energy and industrial sectors. The company operates in two segments: Valves and Automation (60% of LTM revenues) is a distributor of manual and automated valve products and accessories for the petrochemical, refining, upstream and midstream oil & gas, power generation, mining, marine and other industrial end-markets; Pipe, Fitting, Flanges (PFF) (40% of LTM revenues) is a distributor of pipe, fittings, flanges and other products primarily for the petrochemical, refining, mining and power generation industries. The company operates out of approximately 40 branch locations throughout the United States, Canada, Saudi Arabia and China and generated revenues of $593 million for the trailing twelve months ended July 31, 2016. FLOYD INDUSTRIES: Can Use United Cumberland Cash Until Dec. 16 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Kentucky authorized Floyd Industries, LLC to use cash collateral on an interim basis. United Cumberland Bank and Axis Capital Inc. consented to the use by the Debtor of their cash collateral. The Debtor's use of the cash collateral was expressly conditioned upon these terms: (a) the cash collateral may be used by the Debtor solely to pay normal trade payables, payroll, insurance premiums, taxes and utilities that are necessary to preserve and maintain its assets and business operations during the period of September 19, 2016 through December 16, 2016 set forth on the Cash Budget, subject to 10% variance on a cumulative basis; (b) the Debtor will timely make the following adequate protection payments to United Cumberland on October 3, 2016 and the first business day of each month thereafter: (i) interest only payments under Loan # 75110 and Loan # 75441. Payments of interest will be calculated based upon the non-default interest rates set in the applicable United Cumberland Loan Documents, which as of the Petition Date totaled $9,250 per month, and (ii) principal payments under Loan # 755803 in the amount of $3,500 per month. (c) the Debtor will maintain at United Cumberland all of its debtor-inpossession bank accounts, if any are opened, and the Debtor will deposit into such DIP Bank Accounts all proceeds of the United Cumberland pre-petition collateral and the post-petition collateral. The Court granted United Cumberland with first priority post-petition replacement security interests and liens upon all of the post-petition property of the Debtor that is similar to the property on which it held its pre-petition liens. The Court directed the Debtor and its affiliate Debtor Chieftain Steel, LLC to maintain a collateral base consisting of the cash collateral in a cumulative amount not less than $750,000. A final hearing on the Debtor's Motion is scheduled for October 20, 2016 at 10:00 a.m. A full-text copy of the Agreed Order, dated September 27, 2016, is available at https://is.gd/K9Dz0k About Floyd Industries, LLC Floyd Industries, LLC filed a Chapter 11 petition (Bankr. W.D. Ky. Case No. 16-10837), on September 19, 2016. The petition was signed by Bryan Floyd, member. The case is assigned to Judge Joan A. Lloyd. The Debtor is represented by Travis Kent Barber, Esq. at Barber Law PLLC. At the time of filing, the Debtor estimated assets and liabilities at $1 million to $10 million. A copy of the Debtor's list of 18 largest unsecured creditors is available for free at http://bankrupt.com/misc/kywb16-10837.pdf FOREST PARK: SSG Acted as Advisor on THR Settlement --------------------------------------------------- SSG Capital Advisors, LLC, acted as the co-investment banker to Forest Park Medical Center at Fort Worth, LLC, on the settlement agreement with Texas Health Resources, Inc. ("THR"). The settlement will enable THR to commence operations at the facility as Texas Health Hospital Clearfork. In addition, Forest Park - Fort Worth settled obligations with its real estate and equipment lessors in related transactions. The transaction closed in June 2016. Forest Park - Fort Worth is a physician-owned, Texas limited liability company that operated a 54-bed state-of-the-art medical facility including 32 private rooms, 16 family suites and 6 intensive care beds. While in operation, the Company had approximately 175 employees including 115 full-time employees and 60 part-time employees. After opening in November 2014, Forest Park - Fort Worth experienced increasing case volume over the course of 2015. Despite volume improvement, the Company's cash flow was constrained during this critical stage of development. In order to preserve the value for stakeholders, Forest Park - Fort Worth filed for protection under Chapter 11 of the U.S. Bankruptcy Code in January 2016. SSG was retained by the Company to assist in the exploration and pursuit of strategic alternatives including a refinancing, restructuring or sale of the business. SSG conducted a comprehensive marketing process to both strategic and financial buyers and lenders and held ongoing discussions with the Company's various stakeholders. The Company's real estate lessor, FPMC Fort Worth Realty Partners, LP ("Propco"), filed for protection under Chapter 11 in November 2015. An auction for Propco's assets, including the Forest Park - Fort Worth facility, was held in May 2016. THR was ultimately the successful bidder and entered into a purchase and sale agreement for Propco's assets. In conjunction with the acquisition of Propco's assets, THR entered into the settlement agreement with Forest Park - Fort Worth. THR is a leading non-profit health system located in Arlington, Texas with 27 hospitals located throughout Texas. The health system includes acute-care and short-stay hospitals that are owned, operated, joint-ventured or affiliated with THR. Other professionals who worked on the transaction include: * Jay H. Krasoff of Chiron Financial, LLC, co-investment banker to Forest Park Medical Center at Fort Worth, LLC; * J. Robert Forshey, Jeff P. Prostok and Suzanne K. Rosen of Forshey Prostok, LLP, counsel to Forest Park Medical Center at Fort Worth, LLC; * Ronald Winters and Krista Lovingfoss of Alvarez & Marsal Healthcare Industry Group, LLC, Chief Restructuring Officer to Forest Park Medical Center at Fort Worth, LLC; * Robert M. Hirsh, George P. Angelich and M. Douglas Flahaut of Arent Fox LLP, co-counsel to The Official Committee of Unsecured Creditors; * Michael D. Warner and Rebecca W. Hollander of Cole Schotz P.C., co-counsel to The Official Committee of Unsecured Creditors; * Clifford A. Zucker and Kevin J. DeLuise of CohnReznick, LLP, financial advisor to The Official Committee of Unsecured Creditors; * Deborah M. Perry and Davor Rukavina of Munsch Hardt Kopf & Harr, P.C., counsel to Texas Health Resources, Inc.; and * Melissa S. Hayward of Franklin Hayward LLP, counsel to FPMC Fort Worth Realty Partners, LP. About SSG Capital Advisors, LLC SSG Capital Advisors is an independent boutique investment bank that assists middle-market companies and their stakeholders in completing special situation transactions. It provides its clients with comprehensive investment banking services in the areas of mergers and acquisitions, private placements, financial restructurings, valuations, litigation and strategic advisory. SSG has a proven track record of closing over 300 transactions in North America and Europe and is a leader in the industry. SSG Capital Advisors, LLC (Member FINRA, SIPC) is a wholly owned broker dealer of SSG Holdings, LLC. SSG is a registered trademark for SSG Capital Advisors, LLC. SSG provides investment banking, restructuring advisory, merger, acquisition and divestiture services, private placement services and valuation opinions. About Forest Park Medical Center at Fort Worth Forest Park Medical Center at Fort Worth, LLC, is a doctor-owned Texas limited liability company that owns and operates the Forest Park Medical Center, a state of the art medical facility, including private rooms, family suites and intensive care rooms located in West Fort Worth, Texas. The hospital employs 175 persons on a full-time or part-time basis. The hospital offers a broad range of surgical services. Forest Park Medical Center at Fort Worth filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 16-40198) in Ft. Worth, Texas, on Jan. 10, 2016. Judge Russell F. Nelms presides over the case. The Debtor estimated assets of $10 million to $50 million and debt of $50 million to $100 million. J. Robert Forshey, Esq., and Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, serve as the Debtor's Chapter 11 counsel. Ronald Winters at Alvarez & Marsal Healthcare Industry Group, LLC serves as the Debtor's CRO. The Debtor tapped SSG Advisors, LLC and Chiron Financial Group, Inc. as co-investment bankers. Vibrant Healthcare Fort Worth, LLC, and FPMC Services, LLC run the Debtor's hospital in Forth Worth. Vibrant is the manager of the hospital operations of Debtor, and FPMC Services employs the employees at Debtor's hospital and those dedicated to servicing the hospital's "back office" operations. They are represented by William A. Brewer III, Esq., Michael J. Collins, Esq., and Robert M. Millimet, Esq., at Brewer, Attorneys & Counselors. An Official Committee of Unsecured Creditors has been appointed in this case by the United States Trustee, and is represented by Cole Schotz PC and Arent Fox, LLP lawyers. FORMOSA HAMILTON: Taps Diaz and Associates as Legal Counsel ----------------------------------------------------------- Formosa Hamilton Incorporation seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Diaz and Associates P.C. as its legal counsel. The services to be provided by the firm include advising Formosa regarding its duties as a debtor, and assisting it in the preparation of a Chapter 11 plan. Diaz and Associates will be paid an hourly rate of $350 and will receive reimbursement for work-related expenses. Adrian Johnson, Esq., at Diaz and Associates, disclosed in a court filing that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Adrian J. Johnson, Esq. Diaz and Associates P.C. 309 Fellowship Road, Suite 220 Mt. Laurel, NJ 08054 Tel: 877-404-6487 Email: evanf@diazlawnow.com About Formosa Hamilton Formosa Hamilton Incorporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 16-26454) on August 26, 2016. The petition was signed by Yuen Jen Yeh, president. The case is assigned to Judge Kathryn C. Ferguson. At the time of the filing, the Debtor disclosed $825,920 in assets and $1.03 million in liabilities. FOTV MEDIA: Recurring Losses Raises Going Concern Doubt ------------------------------------------------------- FOTV Media Networks Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $6.20 million on $2.57 million of revenues for the three months period ended June 30, 2016, compared to a net loss of $2.12 million on $4.53 million of revenues for the same period in 2015. For the six months ended June 30, 2016, the Company listed a net loss of $12.23 million on $6.06 million of revenues, compared to a net loss of $5.72 million on $6.76 million of revenues for the six months period ended June 30, 2015. The Company's balance sheet at June 30, 2016, showed $34.42 million in total assets, $16.30 million in total liabilities, and a stockholders' equity of $18.13 million. The Company has experienced net losses and significant cash used in operating activities since its inception and as of June 30, 2016, had an accumulated deficit of approximately $70 million, a net loss of approximately $12.5 million and net cash used in operating activities of approximately $7.2 million for the six months ended June 30, 2016. The Company's management expects them to continue to incur net losses and have significant cash outflows for at least the next twelve months. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. As at June 30, 2016, the Company had cash and cash equivalents of approximately $0.5 million, compared to $0.7 million at the beginning of the year. During the six months ended June 30, 2016, the Company received approximately $2.1 million for the issuance of its series A convertible preferred stock and received approximately $7.2 million from the Company's majority shareholder for the issuance of its common stock. A copy of the Form 10-Q is available at: http://bit.ly/2drUEOP About FOTV Media Networks Based in Beverly Hills, Calif., FOTV Media Networks Inc. operates an internet-based IPTV platform serving video streams monthly to a global audience who watch the Company's live programming, 700 linear channels, 90,000 on demand movies, documentaries, podcasts, music videos and social TV services. The Company's programming reaches satellite audiences via DISH Network in the US, and FreeSat in Europe. In April 2016, the Company changed its name from FilmOn.TV Networks Inc. to FOTV Media Networks Inc. FPMI SOLUTIONS: Wants to Use Western Alliance Cash Collateral ------------------------------------------------------------- FPMI Solutions, Inc. seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Virginia to use its postpetition income for the purpose of paying operating expenses. The Debtor also asks the Court to schedule a final hearing on or before October 25, 2016. The Debtor relates that its principal secured creditor Western Alliance Bank, Inc., has approved a Working Capital Line of Credit with the Debtor in an amount not to exceed $3,000,000, comprised of a Formula Revolving Line not to exceed $2,500,000 and a Non-Formula Revolving Line not to exceed $500,000. Western Alliance asserts a lien on all personal property of the Debtor, including but not limited to any and all cash proceeds. The Debtor requires the use of Cash Receipts and Cash Collateral until October 25, 2016, to meet its ordinary and necessary expenses, including but not limited to payroll, taxes, insurance, utilities, personnel, professional services, and routine maintenance so that it may maintain and preserve the value of its assets for the benefit of its estate and its creditors. As adequate protection for the USA and Western Alliance, the Debtor (a) will file a report of cash receipts and disbursements on the fifteenth day of each month for the prior calendar month and perform other reasonable reporting; and (b) will keep its property in good working order, maintenance and repair. A full-text copy of the Debtor's Motion, dated September 21, 2016, is available at https://is.gd/6ylKgk About FPMI Solutions Headquartered in Alexandria, Virginia, FPMI Solutions, Inc., is a government contractor that operates as a business partner to organizations. The company's federal solutions include human capital management, human capital outsourcing, and learning services. Its global/commercial solutions include strategic HR consulting solutions, recruitment process outsourcing and executive search, temporary service providers, shared services, and learning services. FPMI Solutions, Inc., sought Chapter 11 protection (Bankr. E.D. Va. Case No. 16-12142) on June 20, 2016. The petition was signed by R. Mark McLindon, chief executive officer. The Debtor estimated assets and liabilities in the range of $1,000,000 to $10,000,000. The Debtor is represented by Paul Sweeney, Esq., at Ymkas, Vidmar, Sweeney & Mulrenin, LLC. Judge Robert G. Mayer presides over the case. The petition was signed by R. Mark McLindon, chief executive officer. FREEDOM COMMUNICATIONS: FTI Tapped to Review PBGC Claims -------------------------------------------------------- Freedom Communications, Inc. and its debtor-affiliates filed with the U.S. Bankruptcy Court for the Central District of California a supplemental application to employ FTI Consulting, Inc. as consultant, effective August 24, 2016. FTI will provide consulting services for the Debtors with respect to the analysis of the claims filed and asserted by the Pension Benefit Guaranty Corporation (the "PBGC Claims") in these cases and more specifically: -- a review of actuarial reports prepared by the Debtors' pension plan actuaries; -- an assessment of the value of the assets comprising the Debtors' pension plan; -- assessment of reasonableness of actuarial methods and assumptions used in developing plan liabilities; -- review of calculations performed by the Debtors' pension plan's actuaries as included in actuarial reports, other actuarial communications and disclosures; -- based upon documents provided, perform an analysis of an appropriate "prudent investor rate" that can be employed in the calculation of Unfunded Actuarial Accrued Liabilities in the Debtors' pension plan; -- development of impact of using an appropriate prudent investor rate in the development of Unfunded Actuarial Accrued Liabilities in the Debtors' pension plan; and -- support counsel in negotiating a settlement with the PBGC in computing its claim as a result of the filing of these cases. FTI will be paid at these hourly rates: Senior Managing Directors $635-$820 Managing Directors $570-$640 Senior Directors $535-$585 Director $450-$550 Senior Consultant $345-$445 Consultant $270-$335 Project Assistant $160-$250 FTI will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey Leonard, managing director of FTI, 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. FTI can be reached at: Stephen H. Rosen FTI CONSULTING, INC. 3 Times Square, 9th Floor New York, NY 10036 Tel: (856) 427-6834 Fax: (212) 841-9350 E-mail: Stephen.Rosen@fticonsulting.com About Freedom Communications Headquartered in Santa Ana, California, Freedom Communications, Inc., owns two daily newspapers -- The Press-Enterprise in Riverside, Calif. and The Orange County Register in Santa Ana, Calif. Freedom Communications and 24 of its affiliates sought Chapter 11 bankruptcy protection in California with the intention of selling their assets to a group of local investors led by Rich Mirman, Freedom's chief executive officer and publisher. Headquartered in Santa Ana, California, Freedom owns two daily newspapers -- The Press-Enterprise in Riverside, Calif. and The Orange County Register in Santa Ana, Calif. Freedom Communications, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal. Proposed Lead Case No. 15-15311) on Nov. 1, 2015. Richard E. Mirman signed the petition as chief executive officer. Lobel Weiland Golden Friedman LLP serves as the Debtors' counsel. The Debtors employed GlassRatner Advisory & Capital Group LLC as their financial advisor and consultant. Freedom Communications Holdings estimated both assets and liabilities in the range of $10 million to $50 million. The Official Committee of Unsecured Creditors is represented in the case by Robert J. Feinstein, Esq. and Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP. FRESH & EASY: Wants More Time to File Plan as Talks Continue ------------------------------------------------------------ Fresh & Easy, LLC asks the U.S. Bankruptcy Court for the District of Delaware for a 90-day extension of the exclusive periods during which only the Debtor may file a chapter 11 plan and solicit acceptances of such plan, through and including Dec. 28, 2016 and Feb. 28, 2017, respectively. This is the Debtor's third motion for an extension of the Exclusive Periods. Upon motions of the Debtor, the Court has entered orders extending the Exclusive Periods, and the Debtor's current exclusive periods has been extended through and including Sept. 29, 2016 and Nov. 30, 2016, respectively. The Debtor relates that since the entry of the Second Exclusivity Extension Order, the Debtor has continued to diligently prosecute the Chapter 11 Case, by among other things: (a) reviewing, reconciling and objecting to claims filed against the Debtor's estate; (b) analyzing and rejecting various contracts; (c) rejecting a non-residential real property lease; (d) negotiating the proposed sale of intellectual property; (e) negotiating and selling liquor licenses; (f) resolving motions filed against the estate related to the extension of certain bar dates; (g) defending adversary proceedings; (h) proceeding with winding down the Debtor's 401-K plan; (i) providing information to the Committee's professionals related to claims and preference actions; and (j) addressing various other issues and tasks related to the administration of the Chapter 11 Case. In addition, the Debtor relates that during this period, the Debtor participated in another phase of mediation with the Committee and YFE Holdings, Inc., with a new mediator, in an effort to reach a global resolution of the bankruptcy case, including resolving those issues raised in the Committee's pending adversary proceeding against the YFE parties, which adversary proceeding is captioned as "The Official Committee of Unsecured Creditors of Fresh & Easy, LLC v. YFE Holdings, Inc., et al., Adv. No. 16-50993." Additionally, the Debtor has formulated the terms of, and drafted, a combined plan of liquidation and disclosure statement. The Debtor has also provided the Committee of the draft document for its consideration, and the Debtor intends to continue to work cooperatively with the Committee on all major issues, including finalizing the terms of a liquidating plan. The Debtor is hopeful that the parties will reach agreement on the terms of a liquidating plan and the Committee will be a plan co-proponent in this case. A hearing will be held on Oct. 20, 2016 at 1:30 p.m. to consider approval of the Debtor's request, and any objections thereto must be filed by Oct. 13, 2016. About Fresh & Easy Fresh & Easy, LLC, a chain of grocery stores in the Southwest United States, filed a Chapter 11 bankruptcy petition (Bankr. D. Del., Case No. 15-12220) on Oct. 30, 2015. The petition was signed by Peter McPhee, the CFO. The Debtor estimated assets of $10 million to $50 million and liabilities of at least $100 million. Judge Christopher S. Sontchi is assigned to the case. The Debtor has engaged Cole Schotz P.C. as counsel, Epiq Bankruptcy Solutions, LLC, as claims and noticing agent, DJM Realty Services, LLC, and CBRE Group, Inc., as real estate consultants and FTI Consulting, Inc., as restructuring advisors. * * * The Debtor has undertaken the process of liquidating the estate's assets located at its retail locations and distribution center with the assistance of Hilco Merchant Resources, LLC, and Industrial Assets Corp., respectively, has engaged DJM Realty Services, LLC, and CBRE, Inc., to market its leasehold interests, and has recently engaged Hilco Streambank to assist with the disposition of its intellectual property. As part of the claims process, a bar date of Feb. 19, 2016, was established by the Court for creditor claims. GAINESVILLE ALF: Taps Theodore Stapleton as Bankruptcy Counsel -------------------------------------------------------------- Gainesville ALF, LLC, seeks authorization from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Theodore N. Stapleton P.C. as counsel, nunc pro tunc to September 30, 2016. The Debtor requires Theodore Stapleton to: (a) represent the Debtor with respect to the Debtor's "first day" motions; (b) advise the Debtor generally regarding matters of bankruptcy law, including, but not limited to, the rights, each, obligations, and remedies of the Debtor as Debtor-in-Possession, both with regard to its assets and with respect to the claims of its creditors; (c) prepare and assist in the preparation of pleadings, exhibits, applications, reports, and accounting in connection with the Debtor's schedules, and other documents necessary to the administration of these proceedings as required by the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the local rules of this Court, in the requirements of the United States Trustee's Office; (d) investigate, analyze and evaluate potential claims of the estate, including claims for recovery of avoidable transfers under the Bankruptcy Code; (e) advise the Debtor concerning Chapter 11 plans and alternatives; (f) represent the Debtor at hearings and conferences with regard to the administration of the cases and any of the foregoing matters and prepare pleadings and papers in connection therewith; and, (g) represent and assist the Debtor with regard to any and all other matters relating to the administration of the case. Theodore Stapleton will be paid an hourly rate of $400. Other professionals will be paid the following hourly rates: Attorneys $200 - $400 Paralegals $40 - $150 Project Assistants $40 - $150 Theodore N. Stapleton will also be reimbursed for reasonable out-of-pocket expenses incurred. Theodore Stapleton agreed to represent the Debtor on matters associated with the bankruptcy case upon the condition that (i) the Debtor place with Theodore Stapleton a $50,000.000 retainer for work to be performed, and (ii) the Debtor pay all fees and expenses owed to Theodore Stapleton on a current basis following Court approval. Theodore N. Stapleton, attorney-at-law of the 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. Theodore Stapleton can be reached at: Theodore N. Stapleton 2802 Paces Ferry Road, Suite 100-B Atlanta, GA 30339 Tel.: (770) 436-3334 Email: tstaple@tstaple.com About Gainesville ALF Gainesville ALF, LLC, dba Oxton Place of Gainesville, LLC, dba Manor House of Gainesville, LLC, filed a Chapter 11 Petition (Bankr. N.D. Ga. Case No. 16-21959) on September 30, 2016, and is represented by Theodore N. Stapleton, Esq. in Atlanta, Georgia. At the time of filing, the Debtor had $1 million to $10 million in estimated assets and $1 million to $10 million in estimated liabilities. The petition was signed by Dwayne Edwards, managing member. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ganb16-21959.pdf GARDA WORLD: Fitch Affirms 'B+' IDR; Outlook Stable --------------------------------------------------- Fitch Ratings has affirmed Garda World Security Corporation's (GW) Issuer Default Rating at 'B+'. In addition, Fitch has affirmed GW's senior secured credit facility at 'BB+/RR1' and senior unsecured notes at 'B-/RR6'. The Rating Outlook is Stable. Approximately CAD2 billion of outstanding debt is covered by Fitch's ratings. KEY RATING DRIVERS GW's ratings are supported by the firm's significant market position, consistent and improving operating margins, and low capital intensity. Following a period of rapid acquisition-fuelled growth, GW is currently focused on harvesting operational improvements and synergies evidenced by its improved margins and cash flow levels. Fitch expects GW to generate roughly CAD80 million of FCF in calendar 2016, which would be a roughly 3% FCF margin. On July 31, 2016, Rhone Capital acquired 45% of the outstanding shares of GW from Apax Partners and certain management stockholders of GW. Following the transaction, Apax and Stephan Cretier (Founder, Chairman and CEO of GW) will continue to hold a majority of the shares of GW and appoint 60% of the Board of Directors. Fitch does not expect the new equity injection to significantly affect the firm's medium-term strategy as GW remains focused on developing its newly integrated platforms with business development and operational efficiency initiatives. Rating concerns include GW's willingness to operate at elevated leverage levels, frequent acquisition activity, and relatively concentrated customer base. GW's top 10 customers currently account for approximately 35% of its revenue, a slight increase from the 31% it represented in 2015. Additional concerns include the firm's appetite for shareholder dividends and significant cash restructuring and integration costs. Dividend concerns are somewhat mitigated in the short-term, per the company's credit agreement; GW may not pay a dividend exceeding the greater of CAD25 million or 12.5% of EBITDA, which would be roughly CAD34 million based upon July 31, 2016 numbers, prior to its total leverage falling below 3.75x. In addition, the firm's FCF profile continues to steadily advance driven by operating enhancements and limited capex. GW has completed 3 significant acquisitions in the past two years acquiring G4S cash services in Canada, 32 currency vaults from Bank of America in the U.S. and the international protective services firm Aegis in January of 2014, April of 2014 and September of 2015 respectively. GW spent an aggregate of roughly US$300 million in the three transactions and has grown revenue and EBITDA immensely over the past three years. Fitch considers the integration of these targets as nearly completed at this point, evidenced by the company's 11.4% normalized EBITDA margin, which compares to a 10.6% and 11% for the calendar years 2014 and 2015 respectively. GW has operated with elevated leverage to accomplish these acquisitions as the company completed two financings during the past year. GW added a term loan for US$125 million in May of 2015, maturing in 2020 and an additional US$75 million term loan in September of 2015 also maturing in 2020. GW's debt/EBITDA has varied over this time period from 7.9x at year-end 2015 to 6.9x as of July 31, 2016, but this figure is roughly 6.3x on a constant-currency basis. Fitch believes that while GW is still actively looking for acquisition targets, the company's leverage will trend down below 6.5x over the long term, absent a debt-funded acquisition. The strength of GW's business profile provides somewhat of an offset to the relatively elevated leverage in the company's credit profile. The recurring nature of the company's revenues, long customer contracts, and relatively stable operating margins are features of higher rating categories. GW enjoys a more stable operating profile than most issuers in the 'B+' rating category. Although high leverage and debt service costs will continue to be the largest intermediate-term risk, positive FCF should, to a degree, counterbalance them. Fitch expects GW to generate roughly CAD80 million in FCF in fiscal 2017 fuelled by limited capex and declining cash integration costs. Fitch continues to be concerned with the slight currency mismatch between cash flow and debt as approximately 40% of the company's current revenue is denominated in USD with the remainder in CAD while CAD1.7 billion or 70% of GW's debt is denominated in USD. Roughly 65% of the company's revenue is generated in North America and the remaining portion consists of U.S. Government contracts in the Middle East that are denominated in USD. GW has experienced significant currency effects over the past few years as the value of the Canadian dollar has fluctuated considerably. The CAD/US exchange rate closed GW's fiscal year (Jan. 31) at CAD1.40 compared with CAD1.27 at the end of January 2015. The average rate of the CAD/USD exchange during the year was CAD1.30 in fiscal 2016 versus CAD1.11 for fiscal 2015. These variations affected all lines of GW's financial statements including adding more than CAD170 million to the firm's long-term debt as well as the recognition of CAD85 million of unrealized loss on foreign exchange. In order to minimize long-term debt exposure these currency fluctuations, GW has entered into U.S. Cross Currency Swaps totalling US200 million and Forward Swaps totalling US120 million, and GW has attained hedge accounting for CAD355 million of its USD debt. Fitch expects GW to primarily deploy excess cash toward additional, though likely smaller than in recent years, acquisitions. Financing costs have been reduced recently due to refinancing. Fitch expects pro forma funds from operations (FFO) interest coverage to be north of 3x at year end fiscal 2017 compared to 1.7x at year end fiscal 2016. Following a number of one-time costs in fiscal 2015, GW generated CAD50 million of FFO in fiscal 2016 compared to CAD90 million in 2015. With an asset-light business model (the firm's largest cost is personnel) GW utilizes operating leases for its armored vehicle fleets and other heavy equipment, which allows for cash flow flexibility. The medium-term maturity schedule is favorable with no material debt maturities until 2020, though the nearly CAD1.4 billion in maturities due that fiscal year is cause for concern. The company's USD230 million multicurrency revolving credit facility matures in 2018. The rating of 'BB+/RR1' on GW's senior secured credit facility reflects its substantial collateral coverage and outstanding recovery prospects in a distressed scenario, which Fitch estimates in the 90% to 100% range. Collateral consists of nearly all U.S. and Canadian assets of restricted subsidiaries, including such assets which may be under lease agreements. This includes without limitation, accounts receivables, inventory, equipment, investment property, intellectual property, other general intangibles, and owned (but not leased) real property. The equity interests of the borrower and all equity interests of any wholly owned subsidiaries are also included within the collateral package. The rating of 'B-/RR6' on the company's senior unsecured notes reflects the minimal recovery prospects on the notes, estimated by Fitch to be in the 0% to 10% range in a distressed scenario. KEY ASSUMPTIONS RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to a positive rating action include: -- Maintaining total debt/EBITDA below 5.0x; -- Maintaining a FCF margin above 4%; -- Maintaining an EBITDA margin above 12%; -- Continued successful M&A integration. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- total debt/EBITDA above 6.5x for an extended period; -- debt funded shareholder-friendly activity; -- A decline in the company's EBITDA margin to below 10% on a sustained basis; -- Loss of a material contract or customer. LIQUIDITY GW maintains minimal cash balances and funds short term needs with operating cash flows and draws from its multi-currency USD230 million senior secured revolver which matures in 2018. The company has adequate liquidity with a CAD79 million cash balance as of July 31, 2016, though this was counterbalanced against CAD90 million of customer advances which Fitch considers restricted and not readily available. GW had USD150 million of availability under its multi-currency revolving facility as of July 31, 2016. Funding needs are manageable given GW's working capital and capital expenditure structure. Working capital volatility is largely kept in check as accounts receivables and payables have only seen large swings in past years due to large new business wins. Inventory is minimal and only includes spare parts to the company's vehicles and aircrafts. The majority of new fixed assets are funded through finance (capital) leases, decreasing annual costs, especially for new armoured vehicles. The security solutions segment is an asset light business and needs minimal capital expenditures as well. FULL LIST OF RATING ACTIONS Fitch has affirmed these ratings: Garda World Security Corporation -- IDR at 'B+'; -- Secured revolving credit facility at 'BB+/RR1'; -- Secured USD term loan B at 'BB+/RR1'; -- Secured CAD term loan B at 'BB+/RR1'; -- Senior unsecured notes at 'B-/RR6'. The Rating Outlook is Stable. GARDEN FRESH: Meeting to Form Creditors' Panel Set for Oct. 13 -------------------------------------------------------------- Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on Oct. 13, 2016, at 11:00 a.m. in the bankruptcy case of Garden Fresh Restaurant Intermediate Holdings, LLC. The meeting will be held at: The Doubletree Hotel 700 King Street Wilmington, DE 19801 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 Garden Fresh Founded in 1978 and headquartered in San Diego, CA, Garden Fresh owns of 123 Souplantation and Sweet Tomatoes restaurants across 15 states. Garden Fresh has 5,500 employees, approximately 5,000 of whom are employed on an hourly basis. Garden Fresh Restaurant Intermediate Holding, LLC, and its affiliates filed chapter 11 petitions (Bankr. D. Del. Case Nos. 16-12174 to 16-12178) on Oct. 3, 2016. The petitions were signed by John D. Morberg, chief executive officer. The Debtors have hired Morgan, Lewis & Bockius LLP as general counsel; Young, Conaway, Stargatt & Taylor, LLP as local counsel; Piper Jaffray Companies as financial advisor; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. At the time of the filing, Garden Fresh Restaurant Intermediate Holdings estimated assets and debts at $0 to $50,000. GARRETT PROPERTIES: Unsecureds To Recover 1% Under Plan ------------------------------------------------------- Garrett Properties, LLC, filed with the U.S. Bankruptcy Court for the Southern District of West Virginia a disclosure statement dated Sept. 7, 2016, describing the Debtor's plan of reorganization. Under the Plan, Class 3 General Unsecured Creditors will receive a distribution of 1% of their allowed claims. Payments and distributions under the Plan will be funded both by the ongoing operating income of the Debtor and by sale of assets. The Disclosure Statement is available at: http://bankrupt.com/misc/wvsb15-20085-119.pdf Headquartered in Charleston, West Virginia, Garrett Properties, LLC, is a limited liability company. Since Aug. 17, 2004, the Debtor has been in the business of owning, holding and renting commercial and residential real estate. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.W.V. Case No. 15-20085) on Feb. 24, 2015, estimating its assets and liabilities at between $1 million and $10 million each. Judge Ronald G. Pearson presides over the case. James M. Pierson, Esq., at Pierson Legal Services serves as the Debtor's bankruptcy counsel. GAWKER MEDIA: Plan Embodies Intercompany Settlement on Allocation ----------------------------------------------------------------- Gawker Media LLC, et al., filed with the U.S. Bankruptcy Court for the Southern District of New York a Disclosure Statement and Joint Chapter 11 Plan of Liquidation, which contemplates the liquidation of the Debtors remaining assets after the Unimoda sale and the resolution of all claims against them. The Debtors, on Sept. 9, 2016, closed a sale of substantially all of their assets to Unimoda LLP, a wholly owned subsidiary of Univision Communications Inc., for $135 million in cash plus other considerations. Moreover, the Plan incorporates a proposed intercompany settlement of disputes among the Debtors regarding the appropriate allocation of proceeds from the Unimoda Sale and various liabilities among them. The proposed Plan also includes a resolution of disputes regarding the outstanding Second Lien Make-Whole Claims in exchange for subordinating portions of the otherwise Disputed, Secured Second Lien Lender claims to general unsecured creditors at each Debtor entity, as well as release and resolution of certain disputed claims or causes of action among the Debtors. The Plan constitutes a separate chapter 11 plan of liquidation for each Debtor Gawker Media Group, Inc. (GMGI), Gawker Media LLC, and Gawker Hungary Kft. General Unsecured Claims against GMGI expect a 10%-100% estimated recovery; against Gawker Media LLC a 0% to 10% estimated recovery; and against Gawker Hungary a 100% estimated recovery. Copies of the Plan documents dated Sept. 30, 2016 is available at: http://bankrupt.com/misc/nysb16-11700-308.pdf 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, 2016, 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. The Committee retained Simpson Thacher & Bartlett LLP, in New York, as counsel. 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. GAWKER MEDIA: Plan Filing Deadlines Extended to Dec. 7 & 9 ---------------------------------------------------------- Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York extended Gawker Media LLC, et. al.'s exclusive periods to file chapter 11 plans and solicit acceptances to their plans. Debtor Gawker Media is given until December 7, 2016, to file its chapter 11 plan, and until February 5, 2017, to solicit acceptances to its plan. Debtors Gawker Media Group Inc. and Kinja Kft. are given until December 9, 2016, to file their chapter 11 plans, and until February 7, 2016 to solicit acceptances to their plans. The Debtors previously sought the extension of their exclusive filing periods, which, without an extension, would have expired October 8, 2016, for Gawker Media, and October 10, 2016, for Gawker Media Group Inc. and Kinja Kft. The Debtors also sought the extension of their exclusive solicitation periods which were set to expire on December 7, 2016 for Gawker Media, and December 9 for Gawker Media Group Inc. and Kinja Kft. The Debtors alleged that their chapter 11 cases are large and complex and the Debtors believe that the majority of claims outstanding consist of unsecured, contingent, disputed litigation claims, which include claims held by members of the Committee, and they expect a number of litigation claims to be filed through the general bar date on Sept. 29, 2016. The Debtors related that they have commenced discussions with the Committee regarding the resolution of these claims. The Debtors further alleged that a September 29, 2016 bar date has been set for the filing of proofs of claim and requests for payment of administrative expenses from the Petition Date through July 31, 2016. The Debtors told the Court that they intend to file a separate request to set a November 15, 2016 bar date for the payment of administrative expenses incurred through September 30, 2016, which would include any administrative expenses incurred through the Sale Closing Date. The Debtors further told the Court that each of the claims and administrative expenses will need to be resolved through the Debtors' plan. About Gawker Media LLC. 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. The Committee retained Simpson Thacher & Bartlett LLP, in New York, as counsel. 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. GEI HOLDINGS: Hires Davis Law as Attorney ----------------------------------------- GEI Holdings, LLC seeks authorization from the U.S. Bankruptcy Court for the District of New Jersey to employ Robert B. Davis of Davis Law Center, LLC as attorney. The Debtor requires Davis Law to: -- appear in Court; -- prepare and file required motions and application; -- counsel for compliance with rules; -- file monthly reports; and -- file and prepare disclosure plans and statements. Mr. Davis will be compensated at $300 per hour after the initial $5,000 retainer is exhausted. Davis Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Davis 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. The Davis Law can be reached at: Robert B. Davis, Esq. DAVIS LAW CENTER, LLC 48 Van Buren Street. 2nd Floor Newark, NJ 07105 Tel: (973) 315-7566 About GEI Holdings GEI Holdings, LLC, sought Chapter 11 protection (Bankr. D.N.J. Case No. 16-24991) on Aug. 4, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by John F. Wise, Esq., at Goodson Law Offices, LLC. No official committee of unsecured creditors has been appointed in the case. GF FINANCE: Employs Brady Martz as Accountants ---------------------------------------------- GF Finance, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Arizona to employ Brady Martz & Associates, P.C., as accountants. The Debtor requires Brady Martz to provide accounting, taxation, and attestation services along with a variety consulting services to a variety of individuals and businesses. The Debtor assures the Court that the services to be provided by Brady Martz are independent and not duplicative of the services being provided by the Debtors' financial advisor, MCA Financial Group, Ltd. Brady Martz professionals will be paid at these hourly rates: Perry Mattson $235 Cory Kaufman $140 Other professionals and paraprofessionals $65-$280 Brady Martz will also be reimbursed for reasonable out-of-pocket expenses incurred. In the twelve months prior to the bankruptcy filing, the Debtor paid Brady Martz professional fees and expenses totaling $54,150, and the Debtor's president, Stephen Hansen, paid Brady Martz professional fees and expenses totaling $5,030. All payments made to Brady Martz for professional fees and expenses were incurred and paid in the ordinary course of business. Brady Martz currently is not owed to any unpaid professional fees or expenses in connection with its prepetition representation of the Debtors. Stephen T. Hansen, owner of the Debtor company, 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. About GF Finance, Inc. GF Finance, Inc., based in Phoenix, AZ, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 16-10282) on Sept. 7, 2016. The Hon. Paul Sala presides over the case. Todd A. Burgess, Esq., at Gallagher & Kennedy, P.A., as bankruptcy counsel. In its petition, the Debtor estimated $8.23 million to $17.48 million in both assets and liabilities. The petition was signed by Stephen T. Hansen, president. No official committee of unsecured creditors has been appointed in the case. GF FINANCE: Taps Pearson Christensen as Special Counsel ------------------------------------------------------- GF Finance, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire Pearson Christensen, PLLP as special counsel. Pearson will represent the Debtor in its case against Amundson Trucking Inc., and in other lawsuits it filed in North Dakota state court to recover assets pledged to it as security for the repayment of notes and receivables. Douglas Christensen, Esq., and Joseph Quinn, Esq., the attorneys expected to represent the Debtor, will be paid $275 per hour and $225 per hour, respectively. Other Pearson attorneys and paralegals may also render services if needed. The hourly rates range from $275 to $225 for partners, $175 to $200 for associates, and $75 to $125 for paralegals. Pearson does not hold or represent any interest adverse to the Debtor, according to court filings. The firm can be reached through: Douglas Christensen, Esq. Joseph Quinn, Esq. Pearson Christensen, PLLP Grand Forks/East Grand Forks Office 24 North 4th Street Grand Forks, ND 58206-5758 Phone: (701) 775-0521 About GF Finance, Inc. GF Finance, Inc., based in Phoenix, AZ, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 16-10282) on Sept. 7, 2016. The Hon. Paul Sala presides over the case. Todd A. Burgess, Esq., at Gallagher & Kennedy, P.A., serves as bankruptcy counsel. In its petition, the Debtor estimated $8.23 million to $17.48 million in both assets and liabilities. The petition was signed by Stephen T. Hansen, president. No official committee of unsecured creditors has been appointed in the case. GINKO ROSE: Selling Los Angeles Property to MNW for $1.2M --------------------------------------------------------- Gingko Rose Ltd. Partnership asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of interest in real property located at 801 N. Alvarado Los Angeles, California, outside the ordinary course of business to MNW Berendo, LLC for $1,200,000, subject to overbid. A hearing on the Motion is set for Nov. 3, 2013 at 2:00 p.m. The property has a scheduled value of $1,200,000 and a first deed of trust in the amount of $1,200,000. Title to the property is held in the name of Gingko Rose Ltd. The trustee of the property is "25 Peseta", an entity owned by David Darwish. Prior to listing the property for sale on the market filing their petition, in July 2014, the Debtor obtained an appraisal of the property which indicated the value of the property was $800,000. A Preliminary Title Report ("PTR") on the property, establishes there are two existing liens on the property. This includes a first deed of trust on the property, in favor of Pesetas, for $20,000 recorded Jan. 14, 2009 and a second deed of trust recorded on the property in favor of Pesetas, for $1,200,000 recorded Jan. 14, 2009. The PTR further states that there are four additional involuntary liens from taxes and based on pending litigation. This includes: a. A lis pendens recorded Nov. 27, 2013 pertaining to Los Angeles Superior Court case No. BC529033 entitled Jack Vaughn et al. v. Barbara Darwish, Gingko Rose Ltd. et al. which involved a pendency of action. The lien will be referred to herein as "Lis Pendens". No abstract of judgment is listed in the preliminary title report due to the bankruptcy. b. A tax lien recorded Oct. 17, 2014 executed by the city of Los Angeles in the amount of $629. The instrument number 2014-1099701. c. A tax lien for property taxes recorded by the County of Los Angeles Tax Collector in the amount of $1,122 recorded as Instrument No. 14-0015107. d. A tax lien for property taxes recorded by the County of Los Angeles Tax Collector in the amount of $1,921 recorded as Instrument No. 2014-0015108. The Debtor has determined it is in the best interest of estate to sell the property. The property while producing some rental income is not in good condition and is essentially a tear down. It is in a not very desirable location for its current use being on a busy main street and surrounded by a low quality motel and car repair shops. Consequently, the Debtor received several offers through the mail from developers offering as low as $650,000. Debtor then put the property on the market without a broker by listing it through the traditional channels of real estate sales. (e.g. the California Regional Multiple Listing Service). It was initially listed high at $1,900,000, as-is, and free from encumbrances, however it received little attention. Overall the Debtor had several offers come in but none were attractive. Then the Debtor received an offer of $950,000, which was countered, to $1,000,000. The buyer backed off and negotiations fell through. On July 25, 2016, the Debtor received an offer from MNW Berendo or its Assignee to purchase the property for $1,200,000. Buyer presented a check for the deposit in the amount of $30,000 which is being held by San Martin Escrow ("Escrow Company")in Downey. The offer was formalized by a California Residential Purchase Agreement and Joint Escrow Instructions ("Purchase Agreement") signed by both Debtor and Buyer. The Debtor countered the Buyer's offer on Aug. 28, 2016, which was agreed to by Buyer on Aug. 29, 2016. ("Counter Offer"). In addition to the Purchase Agreement and the Counter Offer, the Escrow Company provided an additional set of sale instructions entitled "Sale Escrow Instructions". The document was executed in counterpart, therefore the Debtor and the Buyer signed two different documents indicating their intent to be bound by the same document. The material terms of the Purchase Agreement are: a. Purchase Price: $1,200,000 b. Purchased Assets: Real property located at 801 N. Alvarado Los Angeles, California. c. Assumed Liabilities: Buyer will assume no liabilities. All liabilities against the Property will be paid in full from the purchase price through escrow. d. Deposit and Payment: Buyer has deposited $30,000 in escrow with the Escrow Company. The balance of the funds are due at the close of escrow. e. Closing: Within 30 days after the Escrow Company receives a certified copy of the order approving the sale. f. Representation, Warranties and Covenants: "As is, where is." The proposed sale to the Buyers pursuant to the terms of the Purchase Agreement is for a private sale which is subject to an overbid at auction. The sale will provide a benefit to the estate as it will ultimately pay off at least most of the Debtor's liabilities as to the property. The Debtor believes the purchase price is likely the highest and best price it will be able to obtain for the property however it is possible there may be an overbid and the proceed is sought to assure the estate and Debtor's creditors will receive the highest amount possible from the sale. The Debtor has set forth procedures to follow for an overbid if any potential overbidders should come forward to participate in the sale. These procedures are also provided in the Notice of Motion filed concurrently. Material terms of the overbid procedures are: a. Any "Overbidder" will advise the Debtor's bankruptcy counsel of their intent to bid on the Property and the amount of the "Overbid" which must be at least $1,225,000 (i.e., the current sales price plus a $25,000 minimum overbid), cash, by no later than 5:00 pm (PST), on the business day that is at least two days prior to the hearing on the Motion ("Overbid Deadline"). Together with the amount of the Overbid, the Overbidder must submit a purchase agreement, signed by the Overbidder, that contains a purchase price of at least $1,225,000 and contains the other terms and conditions that are the same as, or not less favorable to the estate than, the terms stated in the Purchase Agreement between the Debtor and the Buyer. b. Any Overbidder will to San Martin Escrow: (a) a cashier's checks made payable to "Gingko Rose Ltd. Partnership", in the amount of at least $30,000, to serve as a "Deposit" towards the purchase price of the property; and (b) evidence that the Overbidder has the financial wherewithal to close the contemplated sale. In the event of any Overbid, the $30,000 initial deposit already tendered by the Buyer will serve as the Buyer's Deposit. c. Subject to Court approval, the Debtor recommends that the first overbid be in the amount of $1,225,000, cash. The Debtor recommends that thereafter overbids will be made in minimal increments of $2,000 such that the next highest minimum overbid at any auction will be an amount no less than $1,227,000, cash. All due diligence is to be completed prior to the hearing on the Motion, as the sale is an "as is, where is" basis, with no warranties, representations, recourse or contingencies of any kind whatsoever. d. The Debtor will be authorized to sell the estate's interest in the property to the next highest and best Overbidder in the event the Winning Bidder fails to perform ("Backup Bidder"). e. The Winning Bidder must pay the full amount of the successful overbid to the Debtor within 10 days from the date of entry of the Order authorizing the sale, or as otherwise set forth in the applicable purchase agreement. f. To the extent the Winning Bidder is unable, unwilling or otherwise fails to consummate the Sale, that bidder's entire Deposit will become non-refundable and forfeited to the Debtor and, in the event of a Backup Bidder, Debtor will be authorized to proceed with a sale to the Backup Bidder g. Non-winning bidder's Deposit will be refunded by the Debtor, except that the Debtor will not refund the Deposit of any Backup Bidder until the sale to the Winning Bidder closes. In order to complete the sale in the case promptly, the Debtor respectfully requests that the order on this Motion be effective immediately, notwithstanding the 14-day stay imposed by FRBP 6004(h). The Purchaser can be reached at: Darryl White MNW BERENDO, LLC 4223 Glencoe Ave., Suite B121 Marina Del Rey, CA 90292 Counsel for the Debtor: Michael R. Totaro, Esq. TOTATO & SHANAHAN P.O. Box 789 Pacific Palisades, CA 90272 Telephone: (310) 573-0276 Facsimile: (310) 496-1260 E-mail: ocbkatty@aol.com Gingko Rose Ltd. sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-13456) on July 18, 2014. Judge Victoria S. Kaufman is assigned to the case. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Alan W Forsley, Esq. at Fredman Lieberman LLP as counsel. The petition was signed by David Darwish, managing member, Logerm LLC, managing partner of Gingko Rose. GLENCORP INC: Unsecureds to Get 50% of Equipment Sale Net Proceeds ------------------------------------------------------------------ Glencorp, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a combined plan of reorganization and disclosure statement. Holders of allowed Class VII General Unsecured Claims will be paid a pro rata share of the general unsecured claims payment. The General Unsecured Claims Payment will be at least equal to 50% of the net proceeds of all equipment sold. This Class is Impaired. Upon the Effective Date, Debtor will become the Reorganized Debtor. Notwithstanding anything to the contrary in this Plan, the Reorganized Debtor shall continue operating Debtor’s business, shall collect all revenues and income, and shall distribute such revenues and income as provided under the terms of this Plan. During the Payment Period, the Reorganized Debtor shall retain Ronald A. Marino as its President and sole officer. The Reorganized Debtor may retain other employees, including Insiders, at commercially reasonable rates of compensation as more fully described in the Disclosure Statement. The Disclosure Statement is available at: http://bankrupt.com/misc/mieb16-46905-112.pdf Glencorp, Inc., is an earth-moving contractor engaged in the business of moving dirt and heavy cuts, digging retention ponds, and digging roads for developers in subdivision. Glencorp, Inc., based in Shelby Twp., Michigan, filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 16-46905) on May 5, 2016. Hon. Marci B McIvor presides over the case. Ryan D. Heilman, Esq., and Michael R. Wernette, Esq., at Wernette Heilman PLLC, serve as counsel to the Debtor. In its petition, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. The petition was signed by Ronald A. Marino, president. GO BOLLYWOOD: Hearing to Confirm Creditor's Plan Set for Nov. 3 --------------------------------------------------------------- Bankruptcy Judge Catherine Peek McEwen granted conditional approval to the Second Amended Disclosure Statement explaining the Chapter 11 Plan filed by creditor Dr. Kiran Patel for the debtors Go Bollywood Tampa Bay Florida Convention, LLC, and Peoplewell HR Solutions, LLC. The Court will conduct a hearing on confirmation of the Second Amended Joint Plan of Debtors Go Bollywood Tampa Bay Florida Convention, LLC and Peoplewell HR Solutions, Inc., including timely filed objections to confirmation, objections to the Disclosure Statement, motions for cramdown, applications for compensation, and motions for allowance of administrative claims on Nov. 3, 2016 at 2:45 p.m. in Tampa, Florida. If the Plan is not confirmed, the Court will also consider dismissal or conversion of the case. Parties in interest shall submit to the Clerk's office their written ballot accepting or rejecting the Plan no later than eight days before the date of the Confirmation Hearing. Objections to confirmation shall be filed with the Court and served on the Local Rule 1007−2 Parties in Interest List no later than seven days before the date of the Confirmation Hearing. Go Bollywood Tampa Bay Florida Convention, LLC, filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 14-11155) on Sept. 23, 2014. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., serves as the Debtor's counsel. The Convention Center estimated under $50,000 in assets, and $10 million to $50 million in liabilities. The petition was signed by Chetan R. Shah, managing member. Go Bollywood was formed for the purpose of facilitating the IIFA Awards coming to Tampa in the spring, according to Pam Huff, writing for Tampa Bay Business Journal. GOLDEN MARINA CAUSEWAY: Has Until Dec. 6 to File Chapter 11 Plan ---------------------------------------------------------------- Judge Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois extended Golden Marina Causeway, LLC's exclusive period to file a chapter 11 plan and disclosure statement to December 6, 2016. Judge Cassling held that other parties in interest may file a plan if: (a) a trustee has been appointed, (b) the Debtor has not filed a plan on or before December 6, 2016; or (c) the Debtor has not filed a plan that has been accepted, before February 7, 2017, by each class of claims or interests that is impaired under the plan. Absent an extension, the Debtor's exclusive period to file its plan and disclosure statement would have expired on October 4, 2016. The Debtor related that it was in the midst of pursuing the sale of its major asset, which is a 46-acre parcel of real estate in downtown Milwaukee. The Debtor contended that in order for it to complete the sale process prior to the plan process, it needs a two-month extension of the exclusivity periods and the deadline to file its plan and disclosure statement without prejudice to further extensions. A status hearing on the plan and disclosure statement is scheduled for December 13, 2016 at 10:00 a.m. About Golden Marina Causeway, LLC Golden Marina Causeway LLC owns two parcels of real estate, located at 302 and 311 East Greenfield Avenue in Milwaukee, Wisconsin. The parcel at 311 E. Greenfield consists of 47 acres and the smaller parcel at 302 E. Greenfield is approximately 1 acre. Lawrence D. Fromelius filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 15-22373) on June 29, 2015. On July 2, 2015, L. Fromelius Investment Properties LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code under Case No. 15-22943, and on Feb. 5, 2016, Golden Marina Causeway LLC filed for relief under Chapter 11, under Case No. 16-03587. Mr. Fromelius is the sole member of Investment Properties. He is also the sale member of East Greenfield Investors LLC, which in turn is the sole member of Golden Marina Causeway LLC. GOLFSMITH INT'L: Sale Procedures Approved, Oct. 19 Auction Set -------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court approved Golfsmith International Holdings' a motion for entry of an order (i)(a) approving bidding procedures for the sale of substantially all of the Debtors' assets; (b) scheduling an auction for and hearing to approve the sale of the Debtors' assets and (ii)(a) approving the sale of substantially all of the Debtors' assets free and clear of liens, claims, interests and encumbrances. As previously reported, "The Debtors seek to maximize the value of their estates for the benefit of their creditors by conducting an auction for the sale of substantially all of their assets . . . . In addition, holders of approximately 40% of the Company's Senior Secured Notes have signed a restructuring support agreement for a chapter 11 plan of reorganization for the Debtors. The Debtors have therefore commenced these chapter 11 cases to implement either a sale of the U.S. business or assets in an auction process (the 'Sale Process'), or a restructuring through a chapter 11 plan process, to ensure the highest and best recovery for their stakeholders . . . . The Debtors believe this schedule is reasonable and appropriate for two reasons. First, the Company and Jefferies spent over two months prior to the commencement of these chapter 11 cases marketing their U.S. and Canadian businesses to 214 potential strategic and financial buyers. The Company has already identified a purchaser for Golf Town, and has received expressions of interest and bids for Golfsmith . . . . Second, a critical juncture for the Debtors' business commences in early November: the Debtors will need to both order a significant amount of new inventory for their stores in advance of the end-of-year holiday season, and to start to prepare their stores to execute their holiday season sales strategy. Approving a sale of the Debtors' assets to a going concern bidder before November will allow the Debtors' significant cash needs to be funded by a new owner." According to the report, an auction is scheduled for Oct. 19, 2016 and a hearing to consider approval of the sale will be held on Oct. 31, 2016, with objections due by Oct. 21, 2016. The deadline for submitting qualified bids is Oct. 17, 2016. About Golfsmith International Headquartered in Austin, Texas, Golfsmith International Holdings, Inc., the parent company of Golfsmith International, Inc., is a holding company. The Company is a specialty retailer of golf and tennis equipment, apparel, footwear and accessories. The Company operates as an integrated multi-channel retailer, providing its customers the convenience of shopping in the retail stores across United States, through its Internet site, http://www.golfsmith.com/,and from its catalogs. The Company offers a product selection that features national brands, pre-owned clubs and its branded products. It offers a number of customer services and customer care initiatives, including its club trade-in program, 30-day playability guarantee, 115% low-price guarantee, its credit card, in-store golf lessons, and SmartFit, its club-fitting program. As of January 1, 2011, the Company operated 75 stores in 21 states and 33 markets. Golfsmith International Holdings, Inc., and its 12 debtor affiliates filed Chapter 11 petitions (Bankr. D. Del. Case No. 16-12033) on Sept. 14, 2016, and are represented by Mark D. Collins, Esq., John H. Knight, Esq., Zachary I. Shapiro, Esq., and Brett M. Haywood, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware; and Michael F. Walsh, Esq., David N. Griffiths, Esq., and Charles M. Persons, Esq., at Weil, Gotshal & Manges LLP, in New York. The Debtors' financial advisor is Alvarez & Marsal North America, LLC. The Debtors' investment banker is Jefferies LLC. The Debtors' claims, noticing and solicitation agent is Prime Clerk LLC. At the time of filing, the Debtor had $100 million to $500 million in estimated assets and $100 million to $500 million in estimated liabilities. Andrew Vara, acting U.S. trustee for Region 3, on Sept. 23, 2016, appointed seven creditors to serve on the official committee of unsecured creditors. GOLFSMITH INTERNATIONAL: Hires Alvarez & Marsal to Provide CRO -------------------------------------------------------------- Golfsmith International Holdings, Inc., et al., ask for permission from the U.S. Bankruptcy Court for the District of Delaware to employ Alvarez & Marsal North America, LLC to provide Brian E. Cejka as chief restructuring officer and additiona personnel for the Debtors, nunc pro tunc to the September 14, 2016 petition date. The Debtors require Alvarez & Marsal to: (a) in cooperation with the Chief Executive Officer or other applicable officers of Golfsmith and Golf Town, perform a financial review of the Company, including, but not limited, to a review and assessment of financial information that has been, and that will be, provided by the Company to its creditors, including, without limitation, its short and long-term projected cash flows and operating performance; (b) assist in the identification and implementation of cost reduction and operations improvement opportunities; (c) assist the CEO and other Company engaged professionals in developing for the Board's review possible restructuring plans or strategic alternatives for maximizing the enterprise value of the Company; (d) assist with the Company's communications with creditors with respect to the Company's financial and operational matters; (e) assist the Company in the preparation of financial related disclosures required by the U.S. bankruptcy court having jurisdiction over Golfsmith's Chapter 11 Cases, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs, and Monthly Operating Reports; (f) assist the Company in the preparation of financial related disclosures required by the Canadian court having jurisdiction over the CCAA process; (g) assist the Company and their counsel in the preparation of motions, pleadings, and other activities and Court materials necessary to implement a Chapter 11 filing and CCAA filing, if required; (h) assist the Company with information and analyses required pursuant to the Company's Debtor-In-Possession financing including, but not limited to, preparation for hearings regarding the use of cash collateral and DIP financing; (i) advisory assistance in connection with the development and implementation of key employee incentives and other critical employee benefit programs; (j) assist with the identification of executory contracts and leases and performance of cost/benefit evaluations with respect to the assumption or rejection/disclaimer of each; (k) assist the Company in the preparation of financial information for distribution to creditors and others, including, but not limited to, cash flow projections and budgets, cash receipts and disbursement analysis, analysis of various asset and liability accounts, and analysis of proposed transactions for which Court approval is sought; (l) attend meetings and assist in discussions with potential investors, banks and other secured lenders, the Creditors' Committee appointed in these Chapter 11 Cases, the U.S. Trustee, the CCAA Monitor, other parties in interest, and professionals hired by the same, as requested; (m) analyze creditor claims by type, entity, and individual claim, including assistance with development of a database to track such claims; (n) assist in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers; (o) provide testimony with respect to financial and restructuring matters; (p) assist the Company and their counsel in preparing plans, disclosure statements, and other Court materials and pleadings; and (q) the Engagement Personnel shall perform such other services as requested or directed by the board of the directors of the Company or other Company personnel as authorized by the Board, and agreed to by Alvarez & Marsal, that is not duplicative of work performed by other retained professionals of the Company. Alvarez & Marsal will be paid at these hourly rates: Brian E. Cejka, CRO $900 Managing Director $775-$975 Director $600-$750 Associate/Consultant/ Analyst $375-$575 Alvarez & Marsal will also be reimbursed for reasonable out-of-pocket expenses incurred. Alvarez & Marsal received $125,000 as a retainer in connection with preparing for and conducting the filing of these Chapter 11 Cases, as described in the Engagement Letter. In the 90 days prior to the Petition Date, Alvarez & Marsal received retainers and payments totaling $1,868,340 in the aggregate for services performed for the Debtors. Alvarez & Marsal has applied these funds to amounts due for services rendered and expenses incurred prior to the Petition Date. Brian E. Cejka, managing director of Alvarez & Marsal, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Bankruptcy Court will hold a hearing on the application on October 13, 2016, at 2:30 a.m. Alvarez & Marsal can be reached at: Brian E. Cejka ALVAREZ & MARSAL NORTH AMERICA, LLC 2100 Ross Avenue, 21st Floor Dallas, TX 75201 Tel: (214) 438-1000 Fax: (214) 438-1001 About Golfsmith International Headquartered in Austin, Texas, Golfsmith International Holdings, Inc., the parent company of Golfsmith International, Inc., is a holding company. The Company is a specialty retailer of golf and tennis equipment, apparel, footwear and accessories. The Company operates as an integrated multi-channel retailer, providing its customers the convenience of shopping in the retail stores across United States, through its Internet site, http://www.golfsmith.com/,and from its catalogs. The Company offers a product selection that features national brands, pre-owned clubs and its branded products. It offers a number of customer services and customer care initiatives, including its club trade-in program, 30-day playability guarantee, 115% low-price guarantee, its credit card, in-store golf lessons, and SmartFit, its club-fitting program. As of January 1, 2011, the Company operated 75 stores in 21 states and 33 markets. Golfsmith International Holdings, Inc., and its 12 debtor affiliates filed Chapter 11 petitions (Bankr. D. Del. Case No. 16-12033) on Sept. 14, 2016, and are represented by Mark D. Collins, Esq., John H. Knight, Esq., Zachary I. Shapiro, Esq., and Brett M. Haywood, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware; and Michael F. Walsh, Esq., David N. Griffiths, Esq., and Charles M. Persons, Esq., at Weil, Gotshal & Manges LLP, in New York. The Debtors' financial advisor is Alvarez & Marsal North America, LLC. The Debtors' investment banker is Jefferies LLC. The Debtors' claims, noticing and solicitation agen t is Prime Clerk LLC. At the time of filing, the Debtor had $100 million to $500 million in estimated assets and $100 million to $500 million in estimated liabilities. Andrew Vara, acting U.S. trustee for Region 3, on Sept. 23, 2016, appointed seven creditors to serve on the official committee of unsecured creditors. GOLFSMITH INTERNATIONAL: Hires Weil Goshal as Attorneys ------------------------------------------------------- Golfsmith International Holdings, Inc., et al., seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Weil, Gotshal & Manges LLP as attorneys, nunc pro tunc to the September 14, 2016 petition date. The Debtors require Weil Gotshal to: (a) prepare on behalf of the Debtors all necessary motions, applications, answers, orders, reports, and other papers in connection with the administration of the Debtors' estates; (b) take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; (c) take all necessary actions in connection with a sale of all or substantially all of the Debtors' assets, and all related transactions and documents; (d) take all necessary actions in connection with any chapter 11 plan and related disclosure statement, and all related documents, and such further actions as may be required in connection with the administration of the Debtors' estates; and (e) perform all other necessary legal services in connection with the prosecution of these chapter 11 cases. Weil Gotshal will be paid at these hourly rates: Members and Counsel $910-$1,350 Associates $490-$885 Paraprofessionals $210-$350 Weil Gotshal will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael F. Walsh, member of Weil Gotshal, 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. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: -- Weil did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for the engagement; -- None of Weil's professionals included in the engagement have varied their rate based on the geographic location for the chapter 11 cases; -- Weil adjusts its standard billing rates in the normal course of business. From January 2015 to October 2015, Weil's hourly rates were $865 to $1,250 for members and counsel, $465 to $850 for associates, and $195 to $350 for paraprofessionals. In October 2015, Weil adjusted its standard billing rates for its professionals in the ordinary course. Paragraph 18 of this Declaration discloses the billing rates used by Weil from October 2015 through the Petition Date. Weil did not offer or provide the Debtors with any discount on Weil's billing rates for any work completed in connection with Weil's prepetition representation of the Debtors. The billing rates and material financial terms of Weil's engagement have not changed postpetition from the prepetition arrangements; and -- In accordance with the budget approved in connection with the Debtors' debtor in possession financing, Weil is working with the Debtors to develop a prospective budget and staffing plan for these chapter 11 cases for the 7 week period ending October 29, 2016. Weil and the Debtors will review such budget following the close of the budget period to determine a budget for the following period. The Bankruptcy Court will hold a hearing on the application on October 13, 2016, at 2:30 a.m. Objections, if any, are due October 5, 2016, at 4:00 p.m. Weil Gotshal can be reached at: Michael F. Walsh, Esq. David N. Griffiths, Esq. Charles M. Persons, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 About Golfsmith International Headquartered in Austin, Texas, Golfsmith International Holdings, Inc., the parent company of Golfsmith International, Inc., is a holding company. The Company is a specialty retailer of golf and tennis equipment, apparel, footwear and accessories. The Company operates as an integrated multi-channel retailer, providing its customers the convenience of shopping in the retail stores across United States, through its Internet site, http://www.golfsmith.com/,and from its catalogs. The Company offers a product selection that features national brands, pre-owned clubs and its branded products. It offers a number of customer services and customer care initiatives, including its club trade-in program, 30-day playability guarantee, 115% low-price guarantee, its credit card, in-store golf lessons, and SmartFit, its club-fitting program. As of January 1, 2011, the Company operated 75 stores in 21 states and 33 markets. Golfsmith International Holdings, Inc., and its 12 debtor affiliates filed Chapter 11 petitions (Bankr. D. Del. Case No. 16-12033) on Sept. 14, 2016, and are represented by Mark D. Collins, Esq., John H. Knight, Esq., Zachary I. Shapiro, Esq., and Brett M. Haywood, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware; and Michael F. Walsh, Esq., David N. Griffiths, Esq., and Charles M. Persons, Esq., at Weil, Gotshal & Manges LLP, in New York. The Debtors' financial advisor is Alvarez & Marsal North America, LLC. The Debtors' investment banker is Jefferies LLC. The Debtors' claims, noticing and solicitation agen t is Prime Clerk LLC. At the time of filing, the Debtor had $100 million to $500 million in estimated assets and $100 million to $500 million in estimated liabilities. Andrew Vara, acting U.S. trustee for Region 3, on Sept. 23, 2016, appointed seven creditors to serve on the official committee of unsecured creditors. GOLFSMITH INTERNATIONAL: Taps Prime Clerk as Advisor ---------------------------------------------------- Golfsmith International Holdings, Inc., et al., seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Prime Clerk LLC as administrative advisor, nunc pro tunc to the September 14, 2016 petition date. The Debtors require Prime Clerk to: (a) assist with, among other things, solicitation, balloting, and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices, and institutional holders; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (d) provide a confidential data room, if requested; (e) manage and coordinate any distributions pursuant to a chapter 11 plan; and (f) provide such other processing, solicitation, balloting, and other administrative services described in the Engagement Agreement, but not covered by the Section 156(c) Order, as may be requested from time to time by the Debtors, the Court, or the Office of the Clerk of the Bankruptcy Court. Prime Clerk will be paid at these hourly rates: Analyst $30-$45 Technology Consultant $35-$95 Consultant/Sr Consultant $65-$165 Director $175-$195 Solicitation Consultant $185 Director of Solicitation $210 Prime Clerk will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael J. Frishberg, co-president and COO of Prime Clerk, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Bankruptcy Court will hold a hearing on the application on October 13, 2016, at 2:30 a.m. Objections, if any, are due October 5, 2016, at 4:00 p.m. Prime Clerk can be reached at: Shai Waisman PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Tel: (212) 257-5450 E-mail: swaisman@primeclerk.com About Golfsmith International Headquartered in Austin, Texas, Golfsmith International Holdings, Inc., the parent company of Golfsmith International, Inc., is a holding company. The Company is a specialty retailer of golf and tennis equipment, apparel, footwear and accessories. The Company operates as an integrated multi-channel retailer, providing its customers the convenience of shopping in the retail stores across United States, through its Internet site, http://www.golfsmith.com/,and from its catalogs. The Company offers a product selection that features national brands, pre-owned clubs and its branded products. It offers a number of customer services and customer care initiatives, including its club trade-in program, 30-day playability guarantee, 115% low-price guarantee, its credit card, in-store golf lessons, and SmartFit, its club-fitting program. As of January 1, 2011, the Company operated 75 stores in 21 states and 33 markets. Golfsmith International Holdings, Inc., and its 12 debtor affiliates filed Chapter 11 petitions (Bankr. D. Del. Case No. 16-12033) on Sept. 14, 2016, and are represented by Mark D. Collins, Esq., John H. Knight, Esq., Zachary I. Shapiro, Esq., and Brett M. Haywood, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware; and Michael F. Walsh, Esq., David N. Griffiths, Esq., and Charles M. Persons, Esq., at Weil, Gotshal & Manges LLP, in New York. The Debtors' financial advisor is Alvarez & Marsal North America, LLC. The Debtors' investment banker is Jefferies LLC. The Debtors' claims, noticing and solicitation agen t is Prime Clerk LLC. At the time of filing, the Debtor had $100 million to $500 million in estimated assets and $100 million to $500 million in estimated liabilities. Andrew Vara, acting U.S. trustee for Region 3, on Sept. 23, 2016, appointed seven creditors to serve on the official committee of unsecured creditors. GR HOSPITALITY: Can Use Lakeland West Cash Collateral ----------------------------------------------------- Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the Northern District of Texas authorized GR Hospitality Management, LLC to use Lakeland West Capital XXIII, LLC's cash collateral. The Debtor related that it intends to use the cash collateral to continue the its ongoing operations at the Best Western Plus Graham Inn located in Graham, Texas. Judge Hale acknowledged that the Debtor has an immediate need to use the cash collateral to enable it to pay its ongoing expenses, generate additional income and to propose a plan in its Chapter 11 case. Judge Hale approved the Debtor's One-Month Budget, projecting total expenses amounting to $75,810 for the month of September, 2016, subject to a 10% variance. Judge Hale directed the Debtor to account to Lakeland West for all funds received and to set aside $2,000 per month toward its professional fees. He further directed the Debtor to pay Lakeland West on the 1st day of the month the greater of $10,000 or excess cash flow after payment of expenses. The Debtor's use of cash collateral shall be subject to these additional terms: (a) the Debtor needs to true up the amounts of adequate protection owing for June, July and August with the Amex receivable when received; (b) allow Lakeland West a "view only" access to the Debtor's Wells Fargo account; (c) the Debtor is only to maintain accounts that are DIP accounts except for one "sweep" account at Cierra Bank; (d) provide copies of written checks to Lakeland West. A full-text copy of the Cash Collateral Order, dated September 21, 2016, is available at https://is.gd/0Yes93 About GR Hospitality GR Hospitality Management, LLC, operates the Best Western Plus Graham Inn located in Graham, Tex. The Debtor filed a chapter 11 petition (Bankr. N.D. Tex. Case No. 16-70179) on June 6, 2016. The petition was signed by Kirnbir S. Grewal, president. The Debtor is represented by Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC. The case is assigned to Judge Harlin DeWayne Hale. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. A list of the Debtor's five largest unsecured creditors is available for free at http://bankrupt.com/misc/txnb16-70179.pdf GREATER BETHLEHEM: Sale of Chicago Property for $790K Approved -------------------------------------------------------------- Judge Janet S. Baer of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Greater Bethlehem Missionary Baptist Church to sell real property located around and including 2400 N. Warren, Chicago Illinois, to The Budman Building, LLC, for $790,000. BMO Harris will be paid in full with the proceeds of the sale. About Greater Bethlehem Greater Bethlehem Missionary Baptist Church is located in 2400 W. Warren in Chicago Illinois. The Church moved to the property in 1936. Over the years the Church took on a charitable role and began to acquire property with the intent to provide low income housing for families. Greater Bethlehem Missionary Baptist Church sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 16-11470) on April 3, 2016. The petition was signed by Charles Harper, Trustee. The Debtor estimated assets in the range of $500,001 to $1 million and $100,001 to $500,000 in debt. The Debtor tapped Robert J Adams, Esq., at Robert J. Adams & Associates, as counsel. GROVE PLAZA PARTNERS: Unsecureds To Recoup 15.5%-100% Under Plan ---------------------------------------------------------------- Grove Plaza Partners, LLC, filed with the U.S. Bankruptcy Court for the Northern District of California a combined plan of reorganization and disclosure statement dated Oct. 3, 2016. Under the Plan, general unsecured creditors will recover 15.5% to 100% over time from the sale of real property. With respect to treatment of unsecured claims, 100% of their allowed claims will be paid in a lump-sum from the Debtor's future earnings within 30 days after the Effective Date, if the real property is sold for an aggregate value of between $16.5 million to $23.7 million; between 15.5% and 100% if sold for $15.5 million. The minimum aggregate sale price under this Plan is $15.5 million. Claims in this class will be paid without interest. This class is impaired and is entitled to vote on confirmation of the Plan. Payments under this Plan will be funded from the proceeds of the sale of real property. The Combined Plan and Disclosure Statement is available at: http://bankrupt.com/misc/canb16-30531-96.pdf About Grove Plaza Partners Headquartered in Redwood Shores, Cal., Grove Plaza Partners, LLC filed for Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No. 16-30531) on May 13, 2016, estimating its assets and liabilities at between $10 million and $50 million. The petition was signed by George A. Arce, Jr., manager. Reno F.R. Fernandez, Esq., at MacDonald Fernandez LLP, serves as the Debtor's bankruptcy counsel. The case is assigned to Judge Dennis Montali. GULF COAST: Unsecureds To Get $7.5K Per Month at 5.1% for 7 Yrs. ---------------------------------------------------------------- GulfCoast Specialty Products & Services, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Florida a second amended disclosure statement with respect to the Debtor's plan of reorganization dated Oct. 3, 2016. Under the Plan, allowed Class 3 General Unsecured Claims will by Nov. 15, 2016, receive a pro rata share of a payment of $200,000 guaranteed. Additionally they will starting Nov. 15, 2016, receive their pro rata share of a monthly payment of $7,500 at 5.1% for a period of seven years. Also they will receive a pro rata share of $25,000 payment by Jan. 15, 2017. Lastly they will receive additional estimated payments in quarter 3 for each year starting in 2018 of the remaining years of the Plan. As reported by the Troubled Company Reporter on Aug. 8, 2016, the Debtor filed with the Court its proposed plan to exit Chapter 11 protection. Under the restructuring plan, Class 3 general unsecured creditors will receive their pro rata share of a monthly payment of $5,000 at 5.1% for a period of 10 years starting Jan. 25, 2017, according to the disclosure statement detailing the plan. The Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/flnb15-31056-121.pdf About GulfCoast Specialty GulfCoast Specialty Products & Services, Inc., is a Florida corporation which was formed on March 21, 2011. The Debtor operates a veteran-owned small business that sells, services and provides the installation of awnings, shutters, shutter-related products, and overhead doors for residential, government, and commercial applications. The Debtor's operations are located at 12889 U.S. Highway 98 West, Suite 111A, Miramar Beach, Florida, which the Debtor owns. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Fla. Case No. 15-31056) on Oct. 19, 2015. The petition was signed by Wayne A. Bernheisel, president. At the time of the filing, the Debtor estimated its assets at $100,000 to $500,000 and debts at $1 million to $10 million. GULFPORT ENERGY: S&P Assigns 'B+' Rating on $650MM Sr. Notes ------------------------------------------------------------ S&P Global Ratings assigned its 'B+' issue-level rating (the same as the corporate credit rating) and '4' recovery rating to U.S.-based exploration and production (E&P) company Gulfport Energy Corp.'s proposed $650 million senior unsecured notes due 2024. The '4' recovery rating indicates S&P's expectation of average (30% to 50%; lower half of the range) recovery in the event of default. The rating reflects S&P's expectation the company will use the proceeds of the notes to refinance its existing $600 million 7.5% senior unsecured notes due 2020 and for general corporate purposes. The ratings on Gulfport Energy reflect S&P's assessment of the company's weak business risk profile and significant financial risk profile. These assessments reflect S&P's view of the company's geographic concentration in the Utica shale, as well as its aggressive capital spending over the past few years, which S&P expects to continue, but at more moderate levels. The ratings also reflect S&P's view of the volatility and capital-intensive nature of the oil and gas E&P industry. These weaknesses are partially buffered by the company's significant growth potential in the Utica shale and the company's willingness to fund capital spending and acquisitions with equity issuance. RATINGS LIST Gulfport Energy Corp. Corporate credit rating B+/Stable/-- New Rating Gulfport Energy Corp. $650 mil proposed sr unsecd nts due 2024 B+ Recovery rating 4L HALCON RESOURCES: Units Assign 100% Membership Interests of HK TMS ------------------------------------------------------------------ Certain wholly-owned subsidiaries (the "Sellers") of Halcon Resources Corporation executed an Assignment and Assumption Agreement with an affiliate of Apollo Global Management (the "Buyer") pursuant to which the Sellers assigned to the Buyer, as of the Effective Time, 100% of the common shares of HK TMS LLC. HK TMS was previously a wholly-owned subsidiary of the Company and held all of the Company's oil and gas properties in the Tuscaloosa Marine Shale in Louisiana and Mississippi. In exchange for the assignment of the Membership Interests, the Buyer assumed all obligations relating to the Membership Interests of HK TMS from and after the Effective Time. The Buyer, as holder of the preferred membership interests of HK TMS, had a cumulative preferred return due from HK TMS in excess of the fair market value of its assets. As a result of the assignment, the Company has no further rights or material obligations related to HK TMS or the Buyer other than certain customary indemnities set forth in the Assignment Agreement. The Company has also agreed to manage the operation of HK TMS's oil and gas properties for a specified period of time for a monthly fee. The Company has no right to or interest in any future production, income or proved reserves associated with HK TMS's assets. Accordingly, the $212.5 million of mezzanine equity reported on the Company's consolidated balance sheet as of June 30, 2016, will no longer be reported on the Company's balance sheet from Sept. 30, 2016, and going forward. HK TMS generated net production of approximately 530 Boe/d during the second quarter of 2016 and 1.1 MMBoe of proved reserves as of Dec. 31, 2015 using SEC pricing as of that date. A full-text copy of the Assignment and Assumption Agreement is available for free at https://is.gd/LbtUzU 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 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. HEALTH DIAGNOSTIC: Court Disallows Former Execs' Admin Claims ------------------------------------------------------------- Judge Kevin R. Huennekens of the United States Bankruptcy Court for the Eastern District of Virginia granted in part the motion for summary judgment filed by Richard Arrowsmith, in his capacity as Liquidating Trustee of the HDL Liquidating Trust. The Liquidating Trustee's motion was filed pursuant to Rule 56 of the Federal Rules of Civil Procedure, as incorporated by Rule 7056 of the Federal Rules of Bankruptcy Procedure in connection with the Applications for Orders Allowing Administrative Claims filed by Joseph P. McConnell and G. Russell Warnick. The Liquidating Trustee's motion sought to eliminate a number of the claims included in the applications that are not eligible for administrative expense status as a matter of law under section 503 of Title 11 of the Bankruptcy Code. Warnick served as HDL's former Chief Scientific Officer and as a member of HDL's Board. He continued to serve as a member of HDL's Board until the effective date of the Plan, when he was deemed to have resigned. Warnick's application sought an order authorizing payment of Administrative Expense Claim Nos. 1342 through 1344 which he filed in unliquidated amounts on December 22, 2015. The application sought the allowance of Warnick's administrative claim in an amount not less than $1,345,274.67. McConnell served as the Chief Executive Officer of HDL and as a member of HLD's Board prior to the petition date. Following the petition date, McConnell served as the Chairman of HDL's Board. He also continued to serve as the CEO through the closing of the sales transaction with True Health Diagnostics, LLC on September 29, 2015. After his resignation as CEO, McConnell continued to serve as Chairman of HDL's Board during the formation, negotiation, and confirmation of the liquidation plan. McConnell's application sought an order authorizing payment of Administrative Expense Claim Nos. 1289 and 1290 which he filed on December 21, 2015. The application sought the allowance of McConnell's administrative claim in an amount not less than $1,636,096.75. The Liquidating Trustee filed a combined objection to Warnick's and McConnell's applications on June 27, 2016. The Liquidating Trustee asked the court for partial summary judgment in order to determine the portions of Warnick's and McConnell's administrative claims that are not entitled to administrative expense priority under section 503 of the Bankruptcy Code as a matter of law. Judge Huennekens concluded that there is no genuine dispute as to any material fact that would entitle McConnell and Warnick to recover administrative expense claims for actions and events rooted in the prepetition past. The judge held that McConnell and Warnick are not entitled to recover, as a matter of law, administrative claims arising out of their prepetition contracts with HDL, nor are they entitled to an administrative claim arising from any prepetition indemnification obligations HDL may have had. To the extent that some portion of any such asserted claims is ultimately determined to be allowable, Judge Huennekens held that the allowed amount would constitute a general unsecured claim under section 502 of the Bankruptcy Code. Judge Huennekens, however, found that there are material facts in dispute regarding the administrative claims relating to the postpetition conduct of McConnell and Warnick. To the extent that McConnell and Warnick can prove that the postpetition services they rendered were an actual and necessary cost of preserving the estate, Judge Huennekens held that they may be entitled to compensation for the reasonable value of those services as an expense of administration under section 503(b)(1) of the Bankruptcy Code. The judge also held that to the extent that McConnell and Warnick can prove that they provided a postpetition substantial contribution to the estate in their capacities as creditors, they may be entitled to an administrative claim under section 503(b)(3)(D) of the Bankruptcy Code. Accordingly, Judge Huennekens denied the Liquidating Trustee's motion with respect to the administrative claims arising from the postpetition contributions made by McConnell and Warnick to the debtors. As for counsel for McConnell and Warnick, Judge Huennekens held that they cannot recover reasonable compensation for any contribution they made to the bankruptcy estate under section 503(b)(4) of the Bankruptcy Code unless and until McConnell and Warnick can prove that they are entitled to a substantial contribution claim under section 503(b)(3)(D) of the Bankruptcy Code. Judge Huennekens found the claims asserted under section 503(b)(4) to be premature and those claims were dismissed without prejudice. A full-text copy of Judge Huennekens' October 6, 2016 memorandum opinion is available at http://bankrupt.com/misc/vaeb15-3219-1524.pdf 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. HEARING HELP: Authorized to Use Better Hearing Cash Until Oct. 31 ----------------------------------------------------------------- Judge Thomas M. Lynch of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Hearing Help Express, Inc. to continue using Better Hearing, LLC's cash collateral, through Oct. 31, 2016. The approved Budget for the month of October 2016 provides for total expenditures in the amount of $522,200. The Debtor was directed to make an adequate protection payment to Better Hearing, in the amount of $10,000. A status hearing on the Debtor's use of cash collateral is scheduled on October 24, 2016 at 10:30 a.m. A full-text copy of the Order, dated Oct. 5, 2016, is available at http://bankrupt.com/misc/HearingHelp2014_1482161_530.pdf Better Hearing is represented by: James E. Morgan, Esq. HOWARD & HOWARD ATTORNEYS PLLC 200 S. Michigan Avenue, #1100 Chicago, IL 60604 Telephone: (312) 372-4000 About Hearing Help Express Hearing Help Express, Inc., dba Hearing Help Express, dba Hear Direct, dba Simply Batteries, dba Moolah by Mail, dba Eco-Gold Batteries, dba Eco-Gold Hearing Products, dba Lotus Express, is reputedly the largest United States mail order company marketing hearing aids, batteries and related accessories directly to senior citizens. HHE is an Illinois C-Corp. The family-controlled private corporation has 90 shareholders, with the Hovis family owning the majority (52.2%) of the shares. Hearing Help Express sought protection under Chapter 11 of the Bankruptcy Code on July 14, 2014 (Bankr. N.D. Ill. Case No. 14-82161). The case is assigned to Judge Thomas M. Lynch. The petition was signed by James E. Hovis, CEO and chairman of the Board. The Debtor estimated assets of $0 to $50,000 and liabilities of $1 million to $10 million. The Debtor is represented by James E. Stevens, Esq., at Barrick, Switzer, Long, Balsley & Van Evera. Secured lender Better Hearing, LLC is represented by attorneys at Howard & Howard, PLLC. As of the Petition Date, BHL asserted secured claims exceeding $2.4 million. HEBREW HEALTH: PCO Hires Coan Lewendon as Counsel ------------------------------------------------- Anne Cahill Kluetsch, the Patient Care Ombudsman of the Debtor, Hebrew Health Care Inc., et al., seeks authorization from the U.S. Bankruptcy Court for the District of Connecticut to retain Coan, Lewendon, Gulliver & Miltenberger, LLC, as counsel. The PCO requires Coan Lewendon to: (a) represent the Ombudsman in any proceeding or hearing in the Bankruptcy Court and in any action in any other court where the rights and duties of the Ombudsman may be litigated or affected; (b) assist in the preparation and filing of periodic reports to the Court, as well as applications, notices, pleadings, motions, and any necessary responses, objections, answers and other legal papers; (c) conduct, if it becomes necessary in the context of her services, examinations of witnesses, claimants, or adverse parties; (d) advise the Ombudsman concerning the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the requirements of the Office of the United States Trustee relating to the Ombudsman's discharge of her duties under 11 U.S.C. Sec. 333, the requirements other statuses applicable to these proceedings, and the administration of the Debtor's cases; (e) advise the Ombudsman concerning the Ombudsman's rights, powers and duties; (f) represent the Ombudsman in all proceedings in the matter in the or any other Court; and, (g) preform all other appropriate legal services that the Ombudsman may require and Coan Lewendon may agree in the case. Coan Lewendon will be paid at these hourly rates: Carl T. Gulliver $400 Other members of the firm $250-$400 Paralegals $95-$110 Coan Lewendon will also be reimbursed for the incurred actual and necessary expenses. Carl T. Gulliver, memeber of Coan Lewendon, 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. Coan Lewendon can be reached at: Carl T. Gulliver, Esq. COAN, LEWENDON, GULLIVER & MILTENBERGER, LLC 495 Orange Street New Haven, CT 06511 Tel.: 203-901-1298 Fax: 203-865-3673 About Hebrew Health Care Inc. 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 United States Trustee for Region 2 appointed The Connecticut Light and Power Company, McKesson Corporation, and Morrison Management Specialists, Inc. to serve on the Official Committee of Unsecured Creditors. The Committee retains Zeisler & Zeisler, P.C., as counsel, and EisnerAmper LLP as financial advisor. William K. Harrington, the United States Trustee for Region 2 appointed Anne Cahill Kluetsch, the Director/Senior Consultant of Kluetsch & Associates, LLC, as the Patient Care Ombudsman in the Chapter 11 cases of Hebrew Life Choices, Inc., Hebrew Community Services, Inc., Hebrew Home and Hospital, Incorporated, and CT Geriatric Specialty Group, P.C.. HEENA HOSPITALITY: Taps Randall H. Anderson as Accountant --------------------------------------------------------- Heena Hospitality, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire an accountant. The Debtor proposes to hire Randall H. Anderson, CPA P.C. and pay the firm a monthly fee of $600. The services to be provided by the firm include: (a) assisting the Debtor in the analysis of its financial position, assets and liabilities; (b) assisting the Debtor in the accounting of receipts and disbursement from the estate and in the preparation of reports; (c) assisting the Debtor in the development of a plan of reorganization; (d) assisting the Debtor in the preparation of a final report and final accounting of the administration of the estate. Randall Anderson, president of the firm, disclosed in a court filing that his firm does not hold any interests adverse to the Debtor or its estate. The firm can be reached through: Randall Anderson Randall H. Anderson, CPA P.C. 1706 Santa Fe Drive Weatherford, TX 76086 Phone: (817) 599-5522 About Heena Hospitality Heena Hospitality, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 16-42305) on June 10, 2016. The petition was signed by Bob Bhojwani, president. The case is assigned to Judge Russell F. Nelms. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. HENRY SAINT JOHN: Status Conference Continued to Dec. 20 -------------------------------------------------------- The Hon. Brian F. Kenney of the U.S. Bankruptcy Court for the Eastern District of Virginia has continued to Dec. 20, 2016, at 11:00 a.m. the status conference on Henry Saint John Fitzgerald's Chapter 11 case from Sept. 27, 2016. The Debtor will file a Disclosure Statement and Chapter 11 Plan by Nov. 15, 2016. The Debtor will notice a hearing on the Disclosure Statement for Dec. 20, 2016, at 11:00 a.m. Henry Saint John Fitzgerald filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 16-12991) on Aug. 30, 2016. Henry S. Fitzgerald, Esq., serves as the Debtor's bankruptcy counsel. HERNAN VELEZ JUAN: $100,000 Note to Pay Unsecureds in 5 Yrs. ------------------------------------------------------------ Hernan Velez Juan filed with the U.S. Bankruptcy Court for the District of Puerto Rico an Amended Disclosure Statement in support of his Amended Plan of Reorganization, which proposes $100,000 promissory note to provide for the pro rata payment of allowed general unsecured claims during a five-year period. Mr. Velez has been practicing as an orthodontist for over 30 years. The main event that contributed to the Debtor's bankruptcy filing was his outstanding debts with the Internal Revenue Service (IRS) and the PR Department of Treasury. Moreover, Mr. Velez is involved in a long-standing arbitrage proceeding with his former business partner, and a mortgage foreclosure lawsuit on his residential real property has been filed by his principal secured creditor. The Amended Plan proposes to fix the IRS Claim's secured amount for $101,198. The remaining amount of $431,395 will be considered a general unsecured claim. For the First Mortage Note on the Debtor's residence, the Amended Plan proposed to pay a reduced secured amount of $550,000 plus a fixed interest rate of 3.5%, to be paid in installments for 360 months. A copy of the Amended Disclosure Statement dated Sept. 30, 2016 is available at http://bankrupt.com/misc/prb15-07225-109.pdf The Debtor is represented by: Wigberto Lugo Mender Lugo Mender Group, LLC 100 Carr. 165 Suite 501 Guaynabo, P.R. Tel: (787) 707-0404 Fax: (787) 707-0412 E-mail: wlugo@lugomender.com Hernan Velez Juan filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 15-07225) on Sept. 18, 2015. Lugo Mender Group LLC serves as counsel to the Debtor. Albert Tamarez- Vasquez CPA was tapped as the Debtor's accountant. HIDALGO ACCOMMODATIONS: Taps Yorke & Associates as Accountants -------------------------------------------------------------- Hidalgo Accommodations Inc. seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ Yorke & Associates CPAs, Inc., as accountants. The Debtor requires Yorke & Associates to: (a) assist the Debtor with the financial requirements of Chapter 11; (b) assist the Debtor in the preparation of Tax Returns; (b) review and amend prior tax returns as needed; (c) amend any prior tax returns incorrectly prepared; (d) prepare Monthly Operating Reports (MORs); and (e) assist with the financial requirements of Chapter 11 including bookkeeping and other matters. Yorke & Associates will be paid $1,500 for the preparation of the income tax returns, while the accounting and quickbooks assistance required to prepare the returns will be billed hourly at these rates: Richard E. Yorke, CPA $310 Jennifer Quinto CPA $180 Ingrid Budicin $90 Yorke & Associates have received a retainer of $2500 from the Debtor. Richard E. Yorke, member of Yorke & 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 Debtors and their estates. Yorke & Associates can be reached at: Richard E. Yorke, CPA YORKE & ASSOCIATES, CPAS INC. 9140 Haven Ave Rancho Cucamonga, CA 91730 Hidalgo Accommodations, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-17172) on May 28, 2016, and is represented by Mufthiha Sabaratnam, Esq., at Mufthiha Sabaratnam Esq. Inc. HILTZ WASTE DISPOSAL: Can Use Cash Collateral on Interim Basis -------------------------------------------------------------- Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District of Massachusetts authorized Hiltz Waste Disposal, Inc. to use cash collateral on an interim basis, on the same terms and conditions as the Court's previous Cash Collateral Order. The Debtor was directed to submit a reconciliation of its budgeted actual income and expenses for the month of October 2016, no later than Nov. 7, 2016. A continued hearing on the Debtor's use of cash collateral is scheduled on Nov. 10, 2016 at 11:30 a.m. The deadline for the filing of objections to the Debtor's use of cash collateral is set on Nov. 9, 2016 at 12:00 p.m. A full-text copy of the Order is available at http://bankrupt.com/misc/HiltzWasteDisposal2016_1613459_47_1.pdf About Hiltz Waste Disposal Hiltz Waste Disposal, Inc., filed a chapter 11 petition (Bankr. D. Mass. Case No. 16-13459) on Sept. 7, 2016. The petition was signed by Deborah S. Hiltz, president. The Debtor is represented by Aaron S. Todrin, Esq., at Sassoon & Cymrot, LLP. The case is assigned to Judge Joan N. Feeny. At the time of the filing, the Debtor estimated assets and liabilities at $1 million to $10 million. No official committee of unsecured creditors has been appointed in the case. HME HOLDINGS: Hires Conde & Associates as Bankruptcy Counsel ------------------------------------------------------------ HME Holdings, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ the Law Offices of C. Conde & Associates as attorney to the Debtor. HME Holdings requires Conde & Associates to: a. advise the Debtor with respect to its duties, powers and responsibilities in the case under the laws of the U.S. 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 for proposing 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 Debtor asserts a claim interest or defense directly or indirectly related to the bankruptcy case; f. perform other legal services for the Debtor as may be required in the proceedings or in connection with the operation and involvement with Debtor's business, including but not limited to notarial services; g. employ other professional services, if necessary. Conde & Associates will be paid at these hourly rates: Carmen D. Conde Torres $300 Associates $275 Junior Attorney $250 Paralegal $150 Conde & Associates will be paid a retainer in the amount of $10,000. Conde & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Carmen D. Conde Torres, member of the Law Offices of C. Conde & 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. Conde & Associates can be reached at: Carmen D. Conde Torres, Esq. LAW OFFICES OF C. CONDE & ASSOCIATES 254 San Jose Street, 5th Floor Old San Juan, PR 00901-1523 Tel: (787) 729-2900 Fax: (787) 729-2203 E-mail: condecarmen@condelaw.com About HME Holdings, Inc. HME Holdings, Inc. filed a chapter 11 petition (Bankr. D.P.R. Case No. 16-07686) on September 28, 2016. The petition was signed by Ivan Marin, authorized representative. The Debtor is represented by Carmen D. Conde Torres, Esq. and Luisa S. Valle Castro, Esq., at C. Conde & Associates. The Debtor estimated assets at $100,000 to $500,000 and liabilities at $1 million to $10 million at the time of the filing. The Debtor provides management services for its two related parties: Islandwide Logistics, Inc. and P.J. Rosaly Enterprises, Inc. It runs the human resources, business development, information and technology, finance and accounting departments for both P.J. Rosay Enterprises and Islandwide Logistics. Together, the three entities form the Islandwide Group. No official committee of unsecured creditors has been appointed in the case. HOMER CITY: Moody's Lowers Senior Secured Bonds Rating to 'Ca' -------------------------------------------------------------- Moody's Investors Service downgraded Homer City Generation L.P.'s (Homer City) senior secured bonds to Ca from Caa2. The rating outlook remains negative. RATINGS RATIONALE The downgrade of Homer City's senior secured debt to Ca acknowledges the project's recent payment default which occurred on October 3rd owing to challenging wholesale power market conditions, an unsustainable capital structure, and low liquidity. Moody's said, "While we understand the project has entered into a forbearance agreement with its bondholders that lasts through October 17, 2016, we see a high probability that Homer City will eventually file for bankruptcy as part of a debt restructuring." The Ca rating further considers our view that bondholders are likely to incur substantial losses in a debt restructuring with recovery at the lower end of the 35% to 65% range implied by the Ca rating. The project has performed poorly with EBITDA of around $47 million for full year 2015 and only $2-3 million for the last twelve months ending June 30, 2016. While the latter timeframe incorporates a period of extended outages to complete the project's new SO2 emissions control equipment, wholesale power markets remain challenging for merchant coal fired plants in the region owing in large part to sustained low natural gas prices and the project also faces continuing investment requirements for environmental compliance and general maintenance. The negative outlook reflects our view that a bankruptcy filing is likely to occur and that bondholder recoveries in a debt restructuring could fall below 35% especially given the plant's high reliance on energy market revenues for cash flow generation, coupled with the possibility that the project may need to undertake material new environmental capital spending to continue operating. The project's outlook could stabilize if expected recovery rates are firmly in the 35% to 65% range implied by the Ca rating based on a sustained improvement in the wholesale power market. Homer City Generation L.P. is a special purpose company that owns a 1,884 MW coal-fired plant in Homer City, PA. The Project derives revenue from the market based sale of energy, capacity and ancillary services into the PJM Interconnection, LLC (PJM) and the New York Independent System Operator (NYISO) markets. Homer City has a contract with Boston Energy Trading and Marketing, LLC, a subsidiary of NRG Energy Inc. (NRG: Ba3 stable), to provide energy management services including selling of power and capacity. An affiliate of GECC, EFS Homer City, owns over 95% of Homer City while MetLife owns the remaining stake. The principal methodology used in these ratings was Power Generation Projects published in December 2012. IDERA PHARMACEUTICALS: Plans to Offer $50-Mil. Common Stock ----------------------------------------------------------- Idera Pharmaceuticals, Inc. announced that it intends to offer and sell up to $50,000,000 of shares of its common stock in an underwritten public offering. In connection with this offering, Idera expects to grant the underwriters a 30-day option to purchase additional shares of common stock, equal to up to 15% of the number of shares of common stock sold in the offering. All of the shares in the offering are to be sold by Idera. Idera intends to use the net proceeds from this offering, together with existing cash, cash equivalents and investments, to advance clinical development of certain of its programs. J.P. Morgan and Goldman, Sachs & Co. are acting as joint bookrunning managers for the offering. The shares are being offered by the Company pursuant to a shelf registration statement previously filed with the Securities and Exchange Commission on May 12, 2014, and declared effective by the SEC on May 22, 2014. A preliminary prospectus supplement describing the terms of the offering will be filed with the SEC and will form a part of the effective registration statement. The offering will be made only by means of the written prospectus and prospectus supplement that form a part of the registration statement. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to the securities being offered may also be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (telephone: 866-803-9204); or from Goldman, Sachs & Co., Attention: Prospectus Department, 200 West Street, New York, NY 10282, or by telephone at (866) 471-2526 or e-mail at prospectus-ny@ny.email.gs.com. Meanwhile, Idera provided certain information as an update to the information provided in the Company's previous periodic filings with the Securities and Exchange Commission in order to reflect recent business developments. Updated risk factors and a summary description of the Company's business are available for free at: https://is.gd/dPWtI5 https://is.gd/Za09Vs About Idera Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a clinical stage biotechnology company engaged in the discovery and development of novel synthetic DNA- and RNA-based drug candidates that are designed to modulate immune responses mediated through Toll-like Receptors, or TLRs. The Company has two drug candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a TLR7, TLR8, and TLR9 antagonist, in clinical development for the treatment of autoimmune and inflammatory diseases. Idera reported a net loss of $48.6 million in 2015 following a net loss of $38.6 million in 2014. As of June 30, 2016, Idera had $69.2 million in total assets, $8.18 million in total liabilities and $61.04 million in total stockholders' equity. INNOVATIVE CONSTRUCTION: Amended Disclosure Statement Due Oct. 21 ----------------------------------------------------------------- Judge Jeffery A. Deller directed Innovative Construction, Inc., to file an Amended Disclosure Statement on or before Oct. 21, 2016. An earlier version of Innovative Construction, Inc.'s disclosure statement states that all creditors will be paid in full. Michael Mansour's $500,343 claim will be paid 36 monthly payments of $4,000 and a balloon payment of $356,343. The balloon payment will be made out of a future refinancing. Michael Mansour obtained judgment in a mortgage foreclosure against the Debtor's real property. The underlying mortgage was granted to Mr. Mansour in accordance with a loan made to the Debtor for improvements to the property. The property was scheduled to be sold at a sheriff's sale. The Amended Disclosure Statement was dated Sept. 19, 2016. Mid America Funding will be paid 60 monthly payments of $500. Lawrence County will be paid 60 monthly payments of $502 pursuant to its secured claim. The Debtor's unsecured creditors will be paid via 52 monthly payments as follows: 36 payments in the amount of $1,497, then 15 payments in the amount of $5,498 and then 1 payment in the amount of $1,102. The estimated first payment to unsecured creditors will be 90 days after confirmation. The estimated last day of payment will be May 2021. The Debtor's estimated amount to be paid on the effective date of the Plan, including administrative expenses is: $9,263 Administrative Expenses 325 UST fees --------- $9,588 Total The Debtor has no income. However, commencing Sept. 30, 2016, the Debtor will generate income in the amount of $6,500 per month pursuant to a monthly sales contract the Debtor entered into with Sandro LLC for the sale of its sand and gravel deposits. The agreement is for 5 years. The Plan does not include release of non-debtor parties. A full-text copy of the Amended Disclosure Statement is available at http://bankrupt.com/misc/pawb16-20088-47.pdf About Innovative Construction Innovative Construction, Inc., leases real property to Caravan II, LLC, which operates a hotel and restaurant. It also owns sand and gravel deposits. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-20088) on Jan. 12, 2016. The petition was signed by Linda Menichino, president. The Debtor is represented by Robert O. Lampl, Esq. The case is assigned to Judge Jeffery A. Deller. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. INTELACLOUD LLC: Hearing on Disclosure Statement Set For Nov. 30 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida will hold on Nov. 30, 2016, at 1:30 p.m. a hearing to consider the approval of IntelaCloud, LLC's disclosure statement. IntelaCloud, LLC, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 15-04083) on Sept. 14, 2015, estimating its assets at between $100,000 and $500,000 and its liabilities at between $500,000 and $1 million. Robert A Heekin, Jr, Esq., at Thames Markey And Heekin, PA, serves as the Debtor's bankruptcy counsel. INTERNATIONAL SHIPHOLDING: Seeks Court Approval to Employ OCPs -------------------------------------------------------------- International Shipholding Corp. has filed a motion seeking approval from the U.S. Bankruptcy Court for the Southern District of New York to hire professionals used in the ordinary course of business. The request, if granted, would allow International Shipholding and its affiliates to hire "ordinary course professionals" without filing separate employment applications. In the same filing, the Debtors asked the court to approve their proposed procedures for compensating OCPs. Under the proposed process, each OCP would be subject to a cap of $60,000 per month and a cap of $500,000 for the duration of the Debtors' Chapter 11 cases. To ensure that none of the OCPs represents or holds any interest adverse to the Debtors, each OCP will be required to file a declaration with the bankruptcy court, according to court filings. The Debtors are represented by: David H. Botter, Esq. Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, NY 10036 Tel: (212) 872-1000 Fax: (212) 872-1002 -- and -- Sarah Link Schultz, Esq. Sarah J. Crow, Esq. 1700 Pacific Avenue, Suite 4100 Dallas, TX 75201 Tel: (214) 969-2800 Fax: (214) 969-4343 About International Shipholding International Shipholding Corporation filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-12220) on July 31, 2016. Its affiliated Debtors also filed separate Chapter 11 petitions. The petitions were signed by Manuel G. Estrada, vice president and chief financial officer. The Debtors' restructuring advisor is Blackhill Partners, LLC. Their claims, noticing & balloting agent is Prime Clerk LLC. The Debtors disclosed total assets at $305.08 million and total debts at $226.83 million as of March 31, 2016. INTERNATIONAL SHIPHOLDING: Taps Postlethwaite as Accountant ----------------------------------------------------------- International Shipholding Corp. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Postlethwaite & Netterville, APAC. Postlethwaite will provide accounting services to International Shipholding and its affiliates in connection with their Chapter 11 cases. The firm will also provide audit services for the Debtors' 401(k) plan and retirement plan. The firm's professionals and their hourly rates are: Directors $270 - $350 Associate Directors $220 - $270 Managers $180 - $220 Seniors $130 - $180 Staff $105 - $130 Philip Gunn, managing director of the New Orleans office of Postlethwaite, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Philip J. Gunn Postlethwaite & Netterville, APAC One Galleria Blvd. Suite 2100 Metairie, LA 70001 Tel: 504-837-5990/800-201-7332 Fax: 504.834.3609 The Debtors are represented by: David H. Botter, Esq. Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, NY 10036 Tel: (212) 872-1000 Fax: (212) 872-1002 -- and -- Sarah Link Schultz, Esq. Sarah J. Crow, Esq. 1700 Pacific Avenue, Suite 4100 Dallas, TX 75201 Tel: (214) 969-2800 Fax: (214) 969-4343 About International Shipholding International Shipholding Corporation filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-12220) on July 31, 2016. Its affiliated Debtors also filed separate Chapter 11 petitions. The petitions were signed by Manuel G. Estrada, vice president and chief financial officer. The Debtors' restructuring advisor is Blackhill Partners, LLC. Their claims, noticing and balloting agent is Prime Clerk LLC. The Debtors disclosed total assets at $305.08 million and total debts at $226.83 million as of March 31, 2016. ION GEOPHYSICAL: S&P Raises CCR to 'CCC+'; Outlook Negative ----------------------------------------------------------- S&P Global Ratings raised the corporate credit rating on ION Geophysical Corp. to 'CCC+' from 'SD'. The outlook is negative. S&P raised the issue-level rating on the company's outstanding third-lien notes to 'CCC' from 'D'. S&P revised the recovery rating on these notes to 5', reflecting its expectation of modest (higher half of the 10% to 30% range) recovery to creditors in the event of a payment default, from '4'. S&P also assigned a 'B-' issue-level rating on the company's new 9.125% second-lien notes with a recovery rating of '2', reflecting S&P's expectation of substantial (lower half of the 70% to 90% range) recovery in the event of default. The rating action follows ION's partial exchange of its 8.125% notes maturing in 2018 for new 9.125% second-lien notes maturing in 2021. S&P viewed this transaction as a distressed exchange due to the material discount to face value received by the 2018 notes. "We view ION's business risk profile as vulnerable, based on its participation in the volatile and cyclical seismic data acquisition end market and its small scale compared with other much larger players in the industry such as WesternGeco," said S&P Global Ratings credit analyst David Lagasse. "The business risk assessment also incorporates the typically higher volatility of cash flows and earnings of seismic companies," he added. The negative outlook reflects the high debt leverage, expected negative free cash flow, and the potential for liquidity to weaken such that the company is unable to meet its financial obligations if market conditions do not significantly improve. S&P could lower ratings if liquidity weakens such that it expects that Ion could have difficulty supporting its interest expense and debt amortization costs. This most likely would occur if E&P companies fail to significantly increase spending in seismic activity, likely in conjunction with improving crude oil and natural gas prices. S&P could revise the outlook to stable if ION reduces debt leverage below 7x and/or FFO to debt was above 5%, with the expectation of further improvement, while improving its ability to meet both expected capital spending and debt financing requirements. Such an event would likely be in conjunction with improving capital spending by E&P companies. IRIS CONNEX: Case Summary & 13 Unsecured Creditors -------------------------------------------------- Debtor: Iris Connex, LLC 211 East Tyler St., Suite 600-A Longview, TX 75601 Case No.: 16-23249 Chapter 11 Petition Date: October 6, 2016 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Ernest M. Robles Debtor's Counsel: David L. Neale, Esq. LEVENE, NEALE, BENDER, YOO & BRILL LLP 10250 Constellation Blvd Ste 1700 Los Angeles, CA 90067 Tel: 310-229-1234 Fax: 310-229-1244 E-mail: dln@lnbyb.com Total Assets: $1 million Total Debts: $1 million The petition was signed by Brian Yates, authorized representative. A copy of the Debtor's list of 13 unsecured creditors is available for free at http://bankrupt.com/misc/cacb16-23249.pdf ISLANDWIDE LOGISTICS: Hires Conde & Associates as Attorney ---------------------------------------------------------- Islandwide Logistics, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ the Law Offices of C. Conde & Associates as attorney to the Debtor. Islandwide Logistics requires Conde & Associates to: a. advise the Debtor with respect to its duties, powers and responsibilities in the case under the laws of the U.S. 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 for proposing 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 Debtor asserts a claim interest or defense directly or indirectly related to the bankruptcy case; f. perform other legal services for the Debtor as may be required in the proceedings or in connection with the operation and involvement with Debtor's business, including but not limited to notarial services; g. employ other professional services, if necessary. Conde & Associates will be paid at these hourly rates: Carmen D. Conde Torres $300 Associates $275 Junior Attorney $250 Paralegal $150 Conde & Associates will be paid a retainer in the amount of $25,000. Conde & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Carmen D. Conde Torres, member of the Law Offices of C. Conde & 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. Conde & Associates can be reached at: Carmen D. Conde Torres, Esq. LAW OFFICES OF C. CONDE & ASSOCIATES 254 San Jose Street, 5th Floor Old San Juan, PR 00901-1523 Tel: (787) 729-2900 Fax: (787) 729-2203 E-mail: condecarmen@condelaw.com About Islandwide Logistics Islandwide Logistics, Inc. filed a chapter 11 petition (Bankr. D.P.R. Case No. 16-07693) on September 28, 2016. The petition was signed by Ivan Marin, president. The Debtor is represented by Carmen D. Conde Torres, Esq. and Luisa S. Valle Castro, Esq., at C. Conde & Associates. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor operates over 300,000 square feet of warehouse space dedicated to providing its clients with inventory management that includes full inventory systems integration, electronic order processing, RF capability and retail time sensitive delivery service. Logistics' distribution center is designed to ensure the uninterrupted flow of the supply-chain RF Capable Warehouses. There are two related parties to this company: P.J. Rosaly Enterprises and HME Holdings, Inc. No official committee of unsecured creditors has been appointed in the case. ISLE OF CAPRI CASINOS: Egan-Jones Cuts Comm. Paper Rating to B -------------------------------------------------------------- Egan-Jones Ratings Company, on Oct. 5, 2016, downgraded the rating on commercial paper issued by Isle of Capri Casinos Inc. to B from A3. Isle of Capri Casinos, Inc. is a gaming company headquartered in Creve Coeur, Missouri, in Greater St. Louis, which operates casinos and associated entertainment and lodging facilities in the United States. JESSIE PAUL OGLE: Plan Confirmation Hearing Set for Nov. 3 ---------------------------------------------------------- Bankruptcy Judge George B. Nielsen approved the disclosure statement explaining the Chapter 11 plan of Jessie Paul Ogle. A hearing to consider confirmation of the Plan is set for 9:30 a.m. on Nov. 3. Plan votes are due Oct. 27. Confirmation objections are also due Oct. 27. The Debtor filed the Disclosure Statement and Chapter 11 Plan on October 20, 2015. The Court's order provides a list of unsecured creditors to be paid pursuant to the terms of Class 9 of the Debtor's Plan: Internal Revenue Service $29,988.51 Arizona Department of Revenue 4,401.48 Polee Holdings, LLC 3,976.00 William Van Curen 3,337.00 Capital One 7.00 Phoenix Children's Hospital 3,738.07 Veronica Milton 48,735.97 CT Asset Management, LLC 28,330.40 TSP Real Estate 3,976.00 Anthony King 3,600.00 Sprint 811.57 The bankruptcy case is In re Jessie Paul Ogle (Bankr. D. Ariz. Case No. 14-11428). The Debtor is represented by: Donald W. Powell, Esq. CARMICHAEL & POWELL, P.C. 2 7301 North 16th Street, Ste. 103 3 Phoenix, AZ 85020-5297 Tel: (602) 861-0777 E-mail: d.powell@cplawfirm.com JOHN KNOX: Fitch Assigns 'BB+' Rating on $40.1MM Revenue Bonds -------------------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to approximately $40.1 million of series 2016A senior living facilities revenue bonds expected to be issued by the Industrial Development Authority of the City of Lee's Summit (the Authority) on behalf of John Knox Village (JKV). Additionally, Fitch has downgraded the rating on $66.9 million of bonds issued by the Authority on behalf of JKV to 'BB+' from 'BBB-'. The series 2016A bonds are expected to be issued as fixed-rate bonds. Bond proceeds will be used to finance various capital projects including the Meadows independent living unit (ILU) project, reimburse for prior capital expenditures, fund a debt service reserve fund, fund capitalized interest and pay costs of issuance. Pro forma maximum annual debt service (MADS) is expected to increase to approximately $8.6 million from $6.3 million. The bonds are expected to price the week of Oct. 26, 2016, through negotiation. The Rating Outlook has been revised to Stable from Negative. SECURITY Debt payments are secured by a pledge of the unrestricted gross revenues of the obligated group, a first mortgage lien on all the real property constituting JKV's core campus, and a debt service reserve fund for the series 2016A bonds. KEY RATING DRIVERS INCREASED DEBT BURDEN: The downgrade reflects JKV's increased pro forma debt burden with MADS increasing 36.4% and MADS as a percent of fiscal 2016 revenue increasing to 12.6% from 9.2%. Pro forma MADS coverage equaled a light 1.1x in fiscal 2016 and 1.4x in the three-month interim period ending June 30, 2016 (the interim period). REBOUNDING PROFITABILITY: Net operating margin adjusted (NOMA) decreased to 10.6% in fiscal 2016 from 13.2% in fiscal 2015 before rebounding to 17.3% in the interim period. The decline in fiscal 2016 was due to increased labor pressure and elevated benefits costs due to a few high healthcare claims. The increased expenses were partially mitigated by increased net entrance fee generation. MAJOR CAPITAL PROJECTS: Capital plans are significant reflecting JKV's continued campus transformation project and include the construction of a new ILU building, the Meadows Project. JKV recently completed another new ILU building, the Courtyard Project, which is approximately 58% sold. LIGHT LIQUIDITY: Liquidity metrics remain light with 213 days cash on hand, 31.2% cash to pro forma debt and 4.5x cushion ratio at June 30, 2016. RATING SENSITIVITIES CONTINUED PROFITABILITY IMPROVEMENT: Fitch expects John Knox Village's operating profitability to continue the positive trend evidenced in the interim period, providing additional cash flow to absorb the increased debt burden. EXECUTION OF CAPITAL PROJECTS: Fitch expects John Knox Village to successfully execute its capital projects, achieve project stabilization as projected, and to achieve the expected associated financial benefits, including bolstered liquidity through net entrance fee generation and increased revenue generation, thereby offsetting the impact of the increased debt burden. CREDIT PROFILE John Knox Village is a continuing care retirement community (CCRC) located in Lee's Summit, MO, with 869 available ILUs, 180 assisted living units (ALUs) and a 430-licensed bed (330 available) skilled nursing facility (SNF). Additional operations include a home health agency, hospice services, a 24-hour ambulance and paramedic service and a foundation. JKV is one of the largest single-site CCRCs in the country by both acreage and number of units and is the second largest single-site not-for-profit CCRC in the 2015 LeadingAge Ziegler 150. Fitch's analysis and all figures and ratios cited in this press release are based on JKV's consolidated financial statements from its sole member, PremierLife. The retirement community and the foundation are currently members of the obligated group (OG). JKV is planning to remove the foundation from the OG. The foundation accounted for 2.1% of the OG's total assets and 0.3% of total revenue. Without the foundation, the OG would have accounted for 97.4% of consolidated total assets and 99.4% of consolidated operating revenues in fiscal 2016. Total consolidated operating revenue for PremierLife and Affiliates equaled $68 million in fiscal 2016. INCREASED DEBT BURDEN The community's pro forma debt burden increased materially, with pro forma MADS increasing from a light 9.2% of fiscal 2016 revenue to 12.6%. Pro forma MADS coverage decreased to 1.1x in fiscal 2016, reflecting the compressed profitability and increased pro forma debt burden, but rebounded to 1.4x in the interim period, consistent with Fitch's below investment-grade category median of 1.5x. Revenue-only MADS coverage decreased to 0.1x in fiscal 2016 and 0.2x in the interim period, comparing unfavorably with Fitch's below investment-grade category median of 0.8x. The increased debt burden is partially mitigated in the near term by a 15-month capitalized interest fund. Per JKV's master trust indenture (MTI), expenses and revenues associated with the Courtyard and Meadows projects will be excluded from covenant calculations until each project achieves stabilization. Per the MTI calculation, MADS coverage equaled approximately 1.1x. However, the difference will become greater as project-related expenses and revenues increase. REBOUNDING PROFITABILITY Operating profitability compressed in fiscal 2016 with net operating margin (NOM) and NOMA decreasing from 3.4% and 13.2% in fiscal 2015 to negative 1.3% and positive 10.6% in fiscal 2016, respectively. Management had budgeted for NOMA to increase to 15.9% in fiscal 2016. The decrease was primarily due to increased salaries expense related to improving labor markets, increased benefits expense due to greater than expected healthcare insurance claims and pressured revenue in JKV's home health division. The increased benefit cost was due to a few large claims and is not likely to be recurring. Management is budgeting profitability to rebound in fiscal 2017 with NOM and NOMA increasing to 4.6% and 16.5%, respectively. NOM and NOMA increased to 3.3% and 17.3% in the interim period. Management has been working on several initiatives, including the campus consolidation project described below, to strengthen profitability. JKV has continued to consolidate smaller units into larger units and introduced new modified type B entrance fee contracts in fiscal 2015 to increase the community's marketability and value proposition. Additionally, JKV's health services are experiencing faster growth in ALU and home health programs than skilled nursing, which should increase the care center's profitability. MAJOR CAPITAL PROJECTS Capital spending increased to $20.2 million in fiscal 2016 and is expected to remain at elevated levels through fiscal 2018 as JKV continues its campus redevelopment plan. A primary goal of the redevelopment plan is to increase the number of entrance fee contracts. Over the past 10 years, management has removed smaller ILUs from inventory and converted them to either larger square-foot units or to high-demand ALUs and dementia units. While the number of occupied units has decreased, occupied square footage has increased, thereby driving increased revenue per unit. Additionally, the community's entrance fee contracts as a percent of total sales increased to 61.5% in fiscal 2016 from 37.4% in fiscal 2015 and approximately 20% in fiscal 2012. The increasing number of entrance fee contracts is expected to be accretive to both profitability and liquidity metrics. Two main components of the redevelopment plan include the Courtyard and Meadows projects. Both projects included the demolition of existing ILU buildings and cottages. The Courtyard project included the construction of a new 52-unit ILU building, additional parking, new common space and renovations to existing common spaces. The project was completed on time and on budget ($19 million) with residents beginning to move into the new ILU building in January 2016. The new building was 44% occupied and 58% sold at Sept. 19, 2016. The project is expected to reach stabilization in March 2017. The Meadows project consists of the construction of a new 112-unit ILU building, including underground parking, a new restaurant and new wellness facilities, including a pool. The project is expected to cost $55 million and will be funded by a construction line of credit, series 2016A bond proceeds, and an equity contribution which has been substantially completed. Only the $34 million series 2016A bond issuance is expected to be permanent debt. Approximately 45% of the ILUs were sold at Sept. 19, 2016. The project is expected to be completed in fiscal 2018 with stabilization in 2022. Fitch views the campus repositioning strategy favorably as larger ILUs are typically in higher demand and more profitable than smaller units. While the two expansion projects increased JKV's leverage, Fitch expects that the expansion projects will be successfully executed and that the revenue and entrance fees generated by the additional ILUs will allow JKV to grow into the increased debt burden. Additionally, the new larger ILUs are expected to be accretive to profitability, thereby strengthening MADS coverage from historical levels. LIGHT LIQUIDITY Unrestricted cash and investments decreased $6.9 million (9.7%) since fiscal 2015 to $38.8 million at June 30, 2016. The decrease is due to increased capital expenditures and unrealized investment losses. Pro forma liquidity metrics are light with 213 days cash on hand, 31.3% cash-to-pro forma debt and 4.5x cushion ratio relative to Fitch's respective below investment grade category medians of 227 days, 37.3% and 5.0x. JKV has spent approximately $6.2 million of cash to date on pre-development work for the Meadows project, of which $2.9 million will be reimbursed from series 2016A bond proceeds. Additionally, JKV has $2.2 million in restricted funds that will be used to pay down debt in fiscal 2017 and approximately $4 million of series 2016A bond proceeds will be used for future routine capital expenditures, both of which should help improve liquidity metrics. Liquidity is also expected be strengthened by increased entrance fee generation related to the successful execution of the campus repositioning projects. DEBT PROFILE Subsequent to the series 2016A bond issuance, JKV will have approximately $124 million of total debt outstanding, composed of 100% fixed-rate bonds, a bank term loan and a bank line of credit. The community is not counterparty to any swap agreements. JKV closed on a $26.7 million construction line of credit in May 2015 to be drawn down as needed for construction of the Meadows and Courtyard projects. Approximately $10 million is expected to be drawn by closing of the series 2016A bond issuance. Of the entire loan, only $5 million is expected to be permanent debt with the remainder to be repaid by entrance fees. JOHN M KENNEDY: Hires Altagen as Bankruptcy Counsel --------------------------------------------------- John M. Kennedy MD., Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Robert S. Altagen, Inc. as attorney to the Debtor. John M. Kennedy requires Altagen to: a. give the Debtor legal advice with respect to the its powers and duties as Debtor-in-Possession in the continued operation of the Debtor's business and management of its property; b. consult with the Debtor, the U.S. Trustee and other parties-in-interest in the administration of the case; c. investigate the acts, conduct, liabilities, assets and financial condition of the Debtor, the operation of its business and any other matter relevant to the case; d. prepare on behalf of the Debtor as Debtor-in-Possession all necessary applications, answers, motions, orders, reports and other legal papers; e. participate in the Debtor's formulation of a Plan of Reorganization and any amendments thereto, if so required, and to collect and file with the Court acceptances and rejections of said Plan; f. provide general legal representation of the Debtor in all aspects relating to its bankruptcy proceeding; and g. perform such other services as are appropriate regarding Altagen's capacity as counsel in the bankruptcy case; Altagen will be paid at these hourly rates: Attorneys $400. Associate $225 Paralegal $150 Altagen will be paid a retainer in the amount of $15,000. Altagen will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert S. Altagen, member of the Law Offices of Robert S. Altagen, 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. Altagen can be reached at: Robert S. Altagen, Esq. LAW OFFICES OF ROBERT S. ALTAGEN, INC. 1111 Corporate Center Dr. Suite 201 Monterey Park, CA 91754 Tel: (323) 268-9588 Fax: (323) 268-8742 E-mail: robertaltagen@altagenlaw.com About John M Kennedy John M Kennedy MD, Inc., based in Torrance, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-22467) on September 20, 2016. The Hon. Robert N. Kwan presides over the case. Robert S. Altagen, Esq., at the Law Offices of Robert S. Altagen, Inc., 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 John M. Kennedy, president. No official committee of unsecured creditors has been appointed in the case. JOYCE LEE: Hires Nguyen Stephen as Counsel ------------------------------------------ Joyce Lee Corporation seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Nguyen Stephen PC as counsel to the Debtor. Joyce Lee requires Nguyen Stephen to: a. prepare all necessary schedules and related documents to file Chapter 11 case; b. advise Debtor of its rights, duties, and obligations as a debtor in possession; c. represent the Debtor in all hearings before the Bankruptcy Court; and d. provide all other necessary and proper legal services to the Debtor in the prosecution of the bankruptcy case, including but not limited to those actions required to properly preserve and administer the Debtor's estate and business. Nguyen Stephen will be paid at the hourly rate of $300. The Debtor paid Nguyen Stephen a flat fee of $2,500 for pre-petition work. Nguyen Stephen will also be reimbursed for reasonable out-of-pocket expenses incurred. Kerry Hand, member of Nguyen Stephen PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Nguyen Stephen can be reached at: Kerry Hand, Esq. NGUYEN STEPHEN PC 5430 Jimmy Carter Blvd., Suite 202 Norcross, GA 30093 Tel: (770) 685‐7561 E-mail: kerry@nspclaw.com About Joyce Lee Joyce Lee Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 16-59949) on June 6, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Jenny Nguyen, Esq., at Nguyen Stephen, PC. No official committee of unsecured creditors has been appointed in the case. JUAN R. RODRIGUEZ: Nov. 16 Plan Confirmation Hearing ---------------------------------------------------- The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for the Middle District of Florida has conditionally approved Juan R. Rodriguez's disclosure statement describing the Debtor's plan of reorganization. The Court will conduct on Nov. 16, 2016, at 9:30 a.m. a hearing on confirmation of the Plan, including timely filed objections to confirmation, objections to the Disclosure Statement, motions for cramdown, applications for compensation, and motions for allowance of administrative claims. Objections to the Disclosure Statement and confirmation of the Plan must be filed no later than seven days prior to the Confirmation Hearing. Parties-in-interest will submit to the Clerk's office their written ballot accepting or rejecting the Plan no later than eight days before the date of the Confirmation Hearing. The Debtor will file a ballot tabulation no later than 96 hours prior to the time set for the Confirmation Hearing. All creditors and parties in interest that assert a claim against the Debtor which arose after the filing of this case, including all professionals seeking compensation from the estate of the Debtor pursuant to Section 330 of the U.S. Bankruptcy Code, must file motions or applications for the allowance of the claims with the Court no later than 15 days after the entry of the Oct. 3 court order. Three days prior to the Confirmation Hearing, the Debtor will file a confirmation affidavit which will contain the factual basis upon which the Debtor relies in establishing that each of the requirements of Section 1129 of the U.S. Bankruptcy Code are met. Juan R. Rodriguez filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 16-03838) on May 2, 2016. Juan R. Rodriguez, Esq., at Brian K. McMahon, P.A., serves as the Debtor's bankruptcy counsel. KATHY DRIVE: Hires DiLucci as Bankruptcy Counsel ------------------------------------------------ Kathy Drive Realty Trust, seeks authority from the U.S. Bankruptcy Court for the District of New Hampshire to employ Raymond J. DiLucci, P.A. as attorney to the Debtor. Kathy Drive requires DiLucci to: a. prepare and file the Voluntary Bankruptcy Petition and Form 204, Creditors Holding 20 Largest Unsecured Claims; b. draft and prepare the remaining schedules, statements and other documents to be transferred to Attorney Steven Notinger; and c. provide other and further services as were required by the Debtor and its estate until the Debtor was able to locate replacement counsel. DiLucci will be paid a flat fee of $2,500. Raymond J. DiLucci, member of Raymond J. DiLucci, 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. DiLucci can be reached at: Raymond J. DiLucci, Esq. RAYMOND J. DILUCCI, P.A. 81 South State Street Concord, NH 03301 Tel: (603) 224-2100 About Kathy Drive Kathy Drive Realty Trust sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.H. Case No. 16-11223) on August 29, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Raymond J. DiLucci, Esq., at Raymond J. DiLucci, P.A., as bankruptcy counsel. No official committee of unsecured creditors has been appointed in the case. KB HOME: Fitch Affirms 'B+' IDR; Outlook Stable ----------------------------------------------- Fitch Ratings has affirmed the ratings of KB Home (NYSE: KBH), including the company's Long-Term Issuer Default Rating at 'B+'. The Rating Outlook is Stable. KEY RATING DRIVERS The ratings for KBH are based on the company's geographic diversity, customer and product focus, conservative building practices and effective utilization of return on invested capital criteria as a key element of its operating model. The company's largely presale strategy also reduces the risk of excess inventory. Early in the recovery KBH was somewhat conservative in committing to incremental land purchases. It has accelerated its spending during the past few years but should not become stressed so long as it maintains its minimum return parameters for real estate that it purchases. The company has also generated positive cash flow from operations (CFFO) during FY15 and Fitch expects the company will continue to generate positive CFFO during FY16 and FY17. The Stable Outlook takes into account further moderate growth in the housing market in 2016 and 2017, KBH's solid liquidity position and improvement in the company's operating and financial results. The company has also shown the ability to manage land and development spending and generate meaningful cash flows during periods of distress. IMPROVING FINANCIAL RESULTS KBH's homebuilding revenues during the first nine months of FY16 (ending Aug. 31, 2016,) increased almost 24% to $2.39 billion as home deliveries improved 20.5% to 6,769 homes and the average selling price (ASP) advanced 2.8% to $353,100. Land sales totaled $4.2 million during the 2016 YTD period compared with $110.5 million during the same period last year. Homebuilding gross profit margin (excluding inventory and land option charges) increased about 35 bps during the 2016 YTD period to 16.4% due to increased home deliveries, offset in part by higher land and construction costs (primarily labor costs). SG&A as a percentage of homebuilding revenues declined 100 bps to 11.7% for the first nine months of FY16. The company reported solid net order growth despite lower average community count and ended third-quarter 2016 with 5,226 homes in backlog with a value of $1.85 billion. CREDIT METRICS IMPROVING BUT REMAIN WEAK The company's credit metrics have shown improvement in recent years but remain generally weak. KBH's net debt to capitalization ratio declined from 75% at fiscal year-end (FYE) 2013 (ending Nov. 30, 2013,) to 58% at FYE2014 and 55% at FYE2015. This ratio was 58% as of Aug. 31, 2016. Total debt to capitalization declined from 80% at FYE2013 to 62% at FYE2014, 61% at FYE2015 and 61% at Aug. 31, 2016. Fitch expects KBH's net debt/capitalization will remain below 60% at FYE16 and approach 55% at FYE2017. The company has a target (mid-term) net debt to capitalization ratio of 40% - 50%. Debt-to-EBITDA has improved from 10.0x at FYE2014 to 8.4x at FYE2015 and 7.4x for the latest-12-months (LTM) ending May 31, 2016 (third-quarter 2016 financial statements are not yet available). FFO adjusted leverage was 7.5x at FYE2015 and is currently 6.8x. Interest coverage rose from 1.5x at the end of FY2014 to 1.7x at FYE2015 and 1.9x for the May 31, 2016, LTM period. Fitch expects these credit metrics will improve further during FYE2016 and FY2017. LIQUIDITY AND CASH FLOW As of Aug. 31, 2016, KBH had unrestricted cash of $334.7 million and $242.5 million of borrowing availability under its $275 million revolving credit facility that matures in August 2019. The company has meaningful debt maturities during the next three years, including $265 million of senior notes in 2017, $300 million of senior notes in 2018 and $630 million of senior notes in 2019 (including $230 million of convertible notes). The company has shown the ability to access the capital markets in the past and Fitch expects KBH will refinance a portion of these debt maturities as their due dates approaches. KBH generated positive cash flow from operations (CFFO) of $149.5 million for the Aug. 31, 2016, LTM period after reporting positive CFFO of $181.2 million during FY15 and negative CFFO of $630.6 million during FY14. Fitch expects the company will generate CFFO of $50 million - $100 million during FY16 and perhaps a similar amount in FY17. In January 2016, KBH's board authorized the company to repurchase a total of up to 10 million shares of its outstanding common stock, which incorporated four million shares that remained under a prior board-approved share repurchase program. During first quarter 2016, the company repurchased 8,373,000 of its common stock for $85.9 million. Management indicated that the share repurchase was opportunistic and a compelling use of its capital at that time. Management is focused on delevering the balance sheet and Fitch does not anticipate additional meaningful share repurchases. OPERATING AND LAND STRATEGY KBH employs what it calls its KBnxt operational business model. This strategy includes regular detailed product preference surveys, primarily acquiring partially or fully developed and entitled land in markets with high growth potential. Construction is generally begun only after a purchase contract has been signed, establishing an even flow of production, pricing homes to compete with existing homes and using design centers to customize homes to the preferences of homebuyers. KBH strives to be among the top five builders or, in very large markets, top 10 homebuilders, in order to have access to the best land and subcontractors. The company generally does less speculative building of homes than almost all of its peers. This is a low risk approach to homebuilding. KBH is one of a handful of public builders aggressively marketing energy efficient homes as a way of differentiating its homes from other builders' product and existing homes for sale. As of Aug. 31, 2016, KBH controlled 46,636 lots, of which 81% were owned and the remaining lots controlled through options. Total lots controlled declined 1.5% YOY as its owned land position fell about 3% while lots controlled through options grew approximately 6% YOY. Based on LTM closings, KBH controlled 5 years of land and owned roughly 4.0 years of land. The company's land supply (number of years) has been falling due to increased deliveries as well as declining lots controlled since the second half of FY14. Total land supply fell from 8.6 years at FYE13 to five years currently while the company's owned land supply decreased from 5.4 years at FYE14 to 4.0 years as of Aug. 31, 2016. Land and development spending totalled $967 million in FY15 compared with $1.47 billion during FY14, $1.14 billion in FY13 and $564.9 million during FY12. For the first nine months of FY16, the company spent $1.06 billion on land and development activities. During FY16, the company expects to spend about $1.3 billion. Despite the higher real estate expenditures, Fitch expects KBH will generate CFFO of $50 million to $100 million during FY16. Fitch is comfortable with this real estate strategy given the company's strong liquidity position and management's demonstrated ability to manage its spending. Fitch expects management will pull back on spending if the current recovery in housing stalls or dissipates. KBH has also been reactivating previously mothballed communities. During first-quarter 2012, the company had about $737 million of land held for future development, accounting for about 43% of its total inventory. As of third-quarter 2016, land held for future development has declined to approximately $421 million or about 12% of total inventory. Management indicated that during third-quarter 2016, about 15% of its deliveries were from communities that have been reactivated and about 16% of its average community count was previously mothballed communities. At the end of the quarter, the company had 227 active communities, of which 38 communities were previously mothballed. The gross margins from home deliveries from reactivated communities average about 10% compared with the YTD gross margin of about 16.4%. During 3Q'16, management estimates that deliveries from reactivated communities reduced overall gross margins by about 80 bps. While this has negatively impacted the company's gross margins, the reactivation of previously mothballed communities allows the company to monetize these assets and use the cash flow to invest in assets that could generate higher returns. Management indicated that KBH has 60 mothballed communities remaining, which can be reactivated if market conditions improve. REASONABLE GEOGRAPHIC AND CUSTOMER DIVERSITY KBH was the 6th largest homebuilder in 2015 and 2014 and had been consistently among the top five builders between 2004 and 2013. The company operates in 36 markets across seven states. According to Builder Magazine, KBH has a presence in 13 of the top 20 housing markets and has a top ten position in 13 of the 50 largest metro markets in the country. During the second quarter of FY16, the company began a transition out of the Washington D.C. market that is expected to be completed over the next 12 months. KBH's operation in this geography, which consisted of communities in Maryland and Virginia, represented 2% of the company's homebuilding revenues for the nine months ended Aug. 31, 2016. Management estimates that about 52% of its homes were directed to the first-time homebuyer, 22% to first move-up, 12% to second move-up and 14% to the active adult segment. KBH is headquartered in California and has had significant exposure to that state for most of its history. For the first nine months of FY2016, 26.6% of home deliveries and 43% of revenues were generated from that state. About 39% of the company's homebuilding assets are located in California. It is important to note that the state is made up of a number of regions and markets which do not perform uniformly and react to different stimuli. Within California and through the cycle, the company tries to overweight those markets which have the best demand, pricing and return characteristics. (Currently, strong price appreciation in coastal markets is pushing demand higher in inland markets.) Overall the state's cyclicality generally mirrors that of the nation as a whole and often begins a downturn before most states and begins recovery earlier. KBH also has meaningful exposure in Houston and was the 7th largest homebuilder in that metro area with 1,025 deliveries (3.9% market share according to Builder Magazine) during 2015. (The Houston market represented about 12% - 13% of KBH's deliveries). Fitch is concerned about the impact of continued low oil prices on the economy of this metro area. The company pulled back on its investments in Houston in early 2015, resulting in lower community count. According to management, it is seeing the market stabilize with solid demand at price points below $250,000. KBH's average ASP in Houston is about $230,000. The company reported YOY net order growth during third-quarter 2016 despite fewer open communities. MODERATE HOUSING RECOVERY CONTINUES After four years of a moderate recovery and with land and labor constraints, it is unlikely that housing will accelerate into a V-shaped recovery. But a continuation of a multi-year growth is in the offing, and is supported by demographics, pent-up demand and attractive affordability as well as steady, albeit modest, easing in credit standards. Though far from spectacular, the 2016 spring selling season was solid, which augurs well for the full year. Fitch is projecting single-family starts to expand 11.5% in 2016 and multifamily volume to gain about 4%. Total starts would be roughly 1.2 million (up 8.8%). New home sales should improve about 14.6%, while existing home sales rise 3%. Average and median home prices should rise 3.0% - 3.5%. The year 2017 could prove to be almost a mirror image of 2016. Real economic growth should be similar to this year, although overall inflation should be more pronounced. Interest rates will rise further but demographics and employment growth should be at least as positive in 2017. First-time buyers will continue to gradually represent a higher portion of housing purchases as qualification standards loosen further. Land and labor costs will inflate more rapidly than materials costs. Housing starts should total 1.311 million. Single-family volume should expand 10% to 877,000, while multi-family starts grow 5% to 434,000. New home sales should reach 640,000, up 11.5%. Existing home sales should gain 4% to 5.625 million. Average and median home prices should expand 2.0% -- 2.5% in 2017. Demand will continue to be affected by some narrowing of affordability, diminished but persistent and widespread negative equity, relatively challenging mortgage-qualification standards and lot shortages. A tight labor supply will also constrain production. SOME EROSION IN AFFORDABILITY The most recent Freddie Mac 30-year average mortgage rate (Sept. 29, 2016,) was 3.42%, down 6 bps sequentially from the previous week and 11 bps higher than the all-time record low of 3.31%. Of course, current rates are still well below historical averages and help moderate the effect of much higher home prices during the past few years. Income growth has been (and may continue to be) relatively modest. Nevertheless, there has been some lessening of affordability as the upcycle in housing has matured. The Realtor Association's composite affordability index peaked at 207.3 in the first quarter of 2012, averaged 176.9 in 2013, 165.8 in 2014, 163.9 in 2015 and was 157.1 in July 2016. Erosion in affordability is likely to continue as interest rates likely head higher later in 2016 (as the economy strengthens). Home price inflation should moderate a bit this year reflecting the mix of sales shifting more to first-time homebuyer product. However, average and median home prices should still rise within a range of 3.0% - 3.5% this year, pressuring affordability. Similar to other homebuilders, the company has taken steps to address the erosion in affordability. KBH has repositioned some of its communities wherein it may offer a smaller home in terms of square footage and price the product lower. The company does extensive market research in order to ensure that its products are aligned with the consumers and the household incomes in their communities. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for KBH include: -- Industry single-family housing starts improve 11.5%, while new and existing home sales grow 14.6% and 3.0%, respectively, in 2016; -- The company's homebuilding revenues increase 15% - 17%, while homebuilding EBITDA margins improve 25-75 bps during FY16; -- KBH's net debt to capitalization ratio remains below 60% while debt/EBITDA approximates 7x and interest coverage reaches 2x by FYE16; -- The company spends about $1.3 billion on land and development activities during FY16; -- KBH generates cash flow from operations of $50 million to $100 million during FY16 and perhaps a similar amount in FY17; -- The company maintains an adequate liquidity position (above $500 million) with a combination of unrestricted cash and revolver availability. RATING SENSITIVITIES KBH's ratings are constrained in the intermediate term due to relatively high leverage levels. However, positive rating actions may be considered if KBH shows further steady improvement in credit metrics (such as net debt to capitalization ratio consistently at or below 50%), while maintaining a healthy liquidity position (in excess of $500 million in a combination of cash and revolver availability) and continues generating consistent positive cash flow from operations as it improves its profitability and/or moderates its land and development spending. Conversely, negative rating actions may be considered if there is sustained erosion of profits due to either weak housing activity, meaningful and continued loss of market share, and/or ongoing land, materials and labor cost pressures (resulting in margin contraction and weakened credit metrics, including net debt to capitalization sustained above 55%) and KBH maintains an overly aggressive land and development spending program that leads to consistent negative cash flow from operations, higher debt levels and diminished liquidity position. In particular, Fitch will be focused on assessing the company's ability to repay debt maturities with available liquidity and internally generated cash flow. Negative rating actions may also be considered if the company's credit metrics do not improve from current levels in a moderately improving housing environment. FULL LIST OF RATING ACTIONS Fitch has affirmed these ratings for KB Home: -- Long-Term IDR at 'B+'; -- Senior unsecured debt at 'B+/RR4'. The Rating Outlook is Stable. RECOVERY RATING The Recovery Rating (RR) of 'RR4' on KBH's senior unsecured notes indicates average recovery prospects for holders of these debt issues. KBH's exposure to claims made pursuant to performance bonds and joint venture debt (recourse) 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. Fitch applied a liquidation valuation analysis for this RR. KEETON HEALTHCARE: To Put $2.7K in Unsecureds' Account for 52 Mos. ------------------------------------------------------------------- Keeton Healthcare Services, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas an amended disclosure statement describing the Debtor's plan of reorganization. Holders of Class 9 General Unsecured Claims will be paid 100% of their claims. The Debtor will open an Unsecured Creditors Escrow Account and place $2,717.15 in this account each month starting 30 days after the Effective Date and continuing for 52 months. This fund will be disbursed on a pro rata basis quarterly to all allowed Class 9 claimants starting on the 15th day after the end of the first full quarter after the Confirmation Date. As reported by the Troubled Company Reporter on Sept. 21, 2016, the Debtor filed a disclosure statement proposing that holders of Class 9 - General Unsecured Claims be paid 100% of their claims, and that the Debtor will open an Unsecured Creditors Escrow Account and place $2,454.39 in the account each month starting 30 days after the Effective Date and continuing for 52 months. The Debtor plans to finance its 100% Repayment Plan of Reorganization through continued operation of its business, which provides an extensive range of respiratory therapy services, oxygen therapy, enteral/parenteral nutrition products and services, advanced home ventilators, sleep therapy, aerosol therapy, and providing the use of durable medical equipment. The Amended Disclosure Statement is available at: http://bankrupt.com/misc/txsb16-31165-58.pdf Keeton Healthcare Services, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 16-31165) on March 1, 2016. The Debtor is represented by Nelson M Jones III, Esq., at the Law Office of Nelson M. Jones III. The Debtor operates an extensive range of respiratory therapy services, oxygen therapy, enteral/parenteral nutrition products and services, advanced home ventilators, sleep therapy, aerosol therapy, and providing the use of durable medical equipment. 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 Keeton Healthcare Services, Inc. KESWICK REAL: Amends Plan Outline's Pro Rata Payment Amounts ------------------------------------------------------------ Keswick Real Estate LLC filed with the U.S. Bankruptcy Court for the Eastern District of New York a First Amended Disclosure Statement in support of its First Amended Plan of Reorganization. Class 4 unsecured claims will be paid 50% pro rata over 60 months in equal installments under the Plan. The Amended Disclosure Statement, among other things, reveals that monthly payments for General Unsecured Claims would be approximately $172, pro rata. The payments may however increase by $2,800 based on the treatment of the non-priority tax portion of Class 1 Governmental Unit Lien Claims. The Original Disclosure Statement noted that monthly payment for General Unsecured Claims was $334. A copy of the First Amended Disclosure Statement dated Sept. 29, 2016 is available at http://bankrupt.com/misc/nyeb16-72262-37.pdf About Keswick Real Estate Keswick Real Estate LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-72262) on May 20, 2016. The petition was signed by Fredrick Olivieri, sole member. The Debtor is represented by Salvatore LaMonica, Esq., and Jordan Pilevsky, Esq., at LaMonica Herbst & Maniscalco, LLP. The case is assigned to Judge Louis A. Scarcella. At the time of the filing, the Debtor disclosed $1.30 million in assets and $1.21 million in debt. KEVAN GREEN: Court Denies Approval of Plan Outline -------------------------------------------------- The Hon. Scott H. Yun of the U.S. Bankruptcy Court for the Central District of California has denied approval of Kevan A. Green and Dina J. Green's disclosure statement. The status conference in this bankruptcy case is continued to Dec. 15, 2016, at 1:30 p.m. If the Debtors do not file a new disclosure statement and plan by Nov. 3, 2016, the Debtors must file a status report by Dec. 1, 2016. Otherwise, no status report is required. On Sept. 29, 2016, the Court held a hearing on the Disclosure Statement. Kevan A. Green and Dina J Green filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 16-10251) on Jan. 12, 2016. Javier H Castillo, Esq., at Heritage Pacific Law Group, PC, serves as the Debtor's bankruptcy counsel. KHANH VAN TONG: Disclosure Statement Hearing Set for Nov. 17 ------------------------------------------------------------ Bankruptcy Judge Robert D. Berger in Kansas will hold a hearing to consider the approval of the disclosure statement explaining the Chapter 11 Plan of debtors Khanh Van Tong aka Kevin V Tong, and Thuy Luu Tong aka Stacy L Tong, on Nov. 17, 2016, at 1:30 p.m. Objections to the Disclosure Statement shall be filed with the Clerk and served on the proponent of the plan, the United States Trustee, and the Creditors' Committee, if any, on or before Nov. 7. Requests for copies of the disclosure statement and plan will be mailed to: George J. Thomas 5200 West 94th Terrace, Suite 200 Prairie Village, KS 66207 As reported by the Troubled Company Reporter on Oct. 4, 2016, Khanh Van Tong and Thuy Luu Tong filed with the U.S. Bankruptcy Court for the District of Kansas an amended disclosure statement describing the Debtors' plan of reorganization. Under the Plan, Class 3 General Unsecured Creditors, which consists of the general unsecured portion of the IRS's claim, as well as a few medical creditors, will receive an estimated 0% distribution. Class 3 is impaired and will vote on the Plan. The Plan payments will be funded by the earnings of the debtors from their work as nail and beauty technicians. The Disclosure Statement is available at: http://bankrupt.com/misc/ksb16-21262-25.pdf Khanh Van Tong and Thuy Luu Tong were the owners and operators of a nail salon business that had been operating for some years. They are no longer operating this business, but now essentially work as independent contractors. The Debtors filed for Chapter 11 bankruptcy protection (Bankr. D. Kan. Case No. 16-21262) on July 1, 2016. George J. Thomas, Esq., serves as the Debtor's bankruptcy counsel. KIMBERLY HELEN WOOD-STAPLES: Nov. 16 Plan Confirmation Hearing -------------------------------------------------------------- The Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the Middle District of Florida has conditionally approved Kimberly Helen Wood-Staples' disclosure statement describing the Debtor's plan of reorganization. The Court will conduct on Nov. 16, 2016, at 10:30 a.m. a hearing on the confirmation of the Plan, including timely filed objections to confirmation, objections to the Disclosure Statement, motions for cramdown, applications for compensation, and motions for allowance of administrative claims. Objections to the Disclosure Statement and the confirmation of the Plan must be filed no later than seven days prior to the date of the Confirmation Hearing. Parties-in -interest will submit to the Clerk's office their written ballot accepting or rejecting the Plan no later than eight days before the date of the Confirmation Hearing. The Debtor will file a ballot tabulation no later than 96 hours prior to the time set for the Confirmation Hearing. Three days prior to the Confirmation Hearing, the Debtor will file a confirmation affidavit which will contain the factual basis upon which the Debtor relies in establishing that each of the requirements of Section 1129 of the U.S. Bankruptcy Code are met. All creditors and parties in interest that assert a claim against the Debtor which arose after the filing of this case, including all professionals seeking compensation from the estate of the Debtor pursuant to section 330 of the Bankruptcy Code, must file motions or applications for the allowance of the claims with the Court no later than 15 days after the entry of the Oct. 3 court order. Kimberly Helen Wood-Staples aka Kimberly Helen Woodstaples filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 15-05399). KLEEN LAUNDRY: Unsecured Creditors to Get 21% Under Plan -------------------------------------------------------- Kleen Laundry and Drycleaning Services, Inc., filed with the U.S. Bankruptcy Court for the District of New Hampshire a second amended disclosure statement dated Oct. 3, 2016, to accompany the Debtor's second amended plan of reorganization dated Oct. 3, 2016. The Second Amended Plan provides for the auction sale of the business while it is a going concern. The essence of the Plan is that the business is sold. The proceeds from the sale of the business first pay off any amount of the post petition DIP loan (up to $150,000), then the proceeds are then distributed to creditors. The Second Amended Plan basically creates a pot of money from the sale of the business. At the Closing, the Debtor expects that there will be $1,545,000 in cash available to be paid to creditors of the estate. The Plan anticipates distribution of approximately $91,941 in cash to unsecured creditors together with additional payments over five years in the amount of $350,000 plus interest. The total principal and interest will be $396,250 in addition to the initial payment of $91,941 for an ultimate dividend over five years of $488,191.00, or approximately 21%. There may also be a distribution from proceeds of certain claims retained by a plan trustee. The Debtor does not anticipate a material additional dividend from those claims. The Debtor anticipates that the dividend of $477,357 will be shared among approximately $2,274,087 in unsecured claims for a dividend of approximately 21% over five years starting with an initial dividend of approximately 4% on or before approximately Feb. 15, 2017. Unsecured claims of less than $5,000 will receive one fixed dividend of 2.5%. The Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/nhb16-11079-198.pdf As reported by the Troubled Company Reporter on Sept. 21, 2016, the Debtor filed with the Court a disclosure statement dated Sept. 1, 2016, to accompany the Debtor's plan of reorganization dated Aug. 24, 2016. Under that plan, Class 8 Unsecured Claims is impaired. That plan basically creates a pot of money from the sale of the business. At the closing, there would be $1,545,000 in cash available to be paid to creditors of the estate. There would be $100,000 available to unsecured creditors. About Kleen Laundry Kleen Laundry and Drycleaning Services, Inc., is a New Hampshire corporation formed in the State of New Hampshire on June 20, 1950, as Lebanon Laundry and Dry Cleaners, Inc. The corporate name was changed to Kleen Laundry and Drycleaning Services, Inc. on May 16, 1967. Kleen Laundry and Drycleaning Services merged with Kleen Linen Service, Inc., on Dec. 29, 1972, and was the surviving entity. At the time the Chapter 11 petition was filed, the sole shareholder of Kleen Laundry and Drycleaning Services was Kleen LD, LLC (formerly Kleen LLC) which in turn is solely owned by Kleen/Envoy Services, LLC, a Delaware limited liability company. The Debtor filed a Chapter 11 petition (Bankr. D.N.H. Case No. 16-11079) on July 25, 2016. The Debtor is represented by Richard J. McPartlin, Esq. and Edmond J. Ford, Esq., at Ford & McPartlin, P.A. KRONOS INC: Moody's Affirms B3 Corp. Family Rating, Outlook Stable ------------------------------------------------------------------ Moody's Investors Service affirmed Kronos Incorporated's (Kronos) B3 Corporate Family Rating (CFR) and B3-PD probability of default rating, and assigned B2 and Caa2 ratings, respectively, to the company's new first and second lien credit facilities. The ratings have a stable outlook. The company will use net proceeds from the new credit facilities to refinance $2.7 billion of existing debt and fund a distribution to its shareholders. Moody's will withdraw the ratings for Kronos' existing credit facilities upon the close of the refinancing. RATINGS RATIONALE The affirmation of Kronos' B3 CFR reflects Kronos' strong track record of revenue growth since FY 2009 and growing proportion of recurring software maintenance and subscription revenues. Although Moody's expects the company's financial metrics to remain weak over the next 24 months, its credit profile will emerge stronger from the shift to Software as a Subscription (SaaS) sales. Pro forma for the dividend recapitalization, Kronos's debt to cash EBITDA leverage (Moody's adjusted, total debt to EBITDA including change in deferred revenues and expensing of capitalized software development costs) will increase from an already high 7.2x to 8.7x. Kronos will have limited financial flexibility and the projected declines in its leverage will be highly dependent on sustaining organic revenue growth of the mid to high single digit rates. Moody's expects Kronos' free cash flow to remain muted in the low single digit percentages of total debt over the next 24 months because of the ongoing shift in software sales to Software as a Subscription (SaaS), elevated investments to support growth and the increase in interest expense. Kronos' B3 corporate family rating (CFR) reflects its very high financial leverage and limited financial flexibility over the next 12 to 24 months. Moody's expect Kronos' debt to cash EBITDA leverage to decline to 7.8x by fiscal year end 2018. The company's history of debt-financed distributions to shareholders and higher leverage upon successive recapitalization demonstrate the sponsors' high financial risk tolerance. The rating also considers Kronos' highly competitive operating environment and narrow market focus on the Workforce Management (WFM) applications segment of the enterprise software industry. The rating is supported by Kronos' leading market position in the WFM segment, large and diversified installed base, and good growth prospects. In addition, Kronos' high levels of recurring software maintenance and subscription revenues (approximately 60% of revenues and growing) provide good revenue and operating cash flow stability. Moody's views Kronos' liquidity as adequate. The stable outlook reflects Moody's expectation that Kronos will maintain adequate liquidity and its free cash flow will range from about 1% to 2.5% over the next two fiscal years. Given Kronos' very high expected leverage, a ratings upgrade is not expected in the intermediate term. However, Moody's could raise Kronos' ratings over time if the company generates sustained revenue and operating cash flow growth and demonstrates more conservative financial policies. Specifically, Moody's could upgrade the ratings if Kronos could sustain leverage below 7.0x (Moody's adjusted, debt to cash EBITDA) and free cash flow in excess of the mid-single digit percentages of total debt. Conversely, Moody's could downgrade Kronos' ratings if slower-than-expected revenue and operating cash flow growth erode liquidity, free cash flow is expected to remain negative for an extended period of time or leverage is expected to remain above 8x. Moody's has taken the following rating actions: Issuer: Kronos Incorporated -- Corporate Family Rating -- B3, Affirmed -- Probability of Default Rating -- B3-PD, Affirmed -- $100 million new 1st lien revolving credit facility -- B2 (LGD3), Assigned -- $2.3 billion 1st lien term loan -- B2 (LGD3), Assigned -- $1 billion 2nd lien term loan -- Caa2 (LGD5), Assigned Outlook: Stable The following ratings will be withdrawn at the close of the refinancing: Issuer: Kronos Incorporated -- 1st lien revolving credit facility due October 2017 -- B1 (LGD3) -- 1st lien term loan due 2019 -- B1 (LGD3) -- 2nd lien term loan due 2020 -- Caa2 (LGD5) Headquartered in Chelmsford, MA, Kronos provides Workforce Management and Human Capital Management solutions to enterprise customers. Kronos is owned by funds affiliated to private equity firms Hellman & Friedman, JMI Equity, Blackstone Group and Ashburton Investments Pte Ltd. The principal methodology used in these ratings was "Software Industry" published in December 2015. KUBCO DECANTER: Court Allows Use of Amegy Bank Cash Collateral -------------------------------------------------------------- Judge Jeff Bohm of the U.S. Bankruptcy Court for the Southern District of Texas authorized Kubco Decanter Services, Inc. to use cash collateral until the confirmation of the Debtor's Plan, or until further Order of the Court. Judge Bohm acknowledged that the use of cash collateral is necessary for the preservation of the estate and the limited continuation of the Debtor's business. Secured Creditor Amegy Bank has a pre-petition security interest in the Debtor's inventory and accounts. The Debtor was authorized to use cash collateral for the purpose of meeting its obligations in the ordinary course of business, including payment of post-petition bills and expenses, including the payment of utilities, maintenance, and other operational expense to operate and maintain the property of the estate in accordance with the approved Budget. Amegy Bank was granted replacement liens in and upon all of the properties and assets of the Debtor to the extent that Amegy Bank's cash collateral is used. The Debtor was directed to make monthly adequate protection payments to Amegy Bank in the amount of $5,000, beginning on Oct. 15, 2016. A full-text copy of the Order, dated Oct. 5, 2016, is available at http://bankrupt.com/misc/KubcoDecanterServices2016_1634581_26.pdf About Kubco Decanter Services Kubco Decanter Services, Inc., filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 16-34581), on Sept. 9, 2016. The petition was signed by Russel O'Brien, vice-president. The case is assigned to Judge Jeff Bohm. The Debtor is represented by Peter Johnson, Esq., at the Law Offices of Peter Johnson of Houston, TX. At the time of filing, the Debtor disclosed $1.26 million in total assets and $1.63 million in total liabilities. KUEHG CORP: Proposed Repricing Does Not Impact Moody's B3 CFR ------------------------------------------------------------- Moody's said that KUEHG Corp.'s proposed repricing transaction for its first lien term loan due 2022 does not impact the company's ratings, including its B3 Corporate Family Rating ("CFR") and B1 rating on its first lien senior secured credit facility consisting of $690 million term loan due 2022 and $80 million revolver due 2020, or stable outlook. KinderCare Education, based in Portland, Oregon, is a large scale for-profit provider of child-care and education services in the U.S. As of July 2, 2016, the company had a licensed capacity to serve 187,589 children from 6 weeks to 12 years of age in 38 states and the District of Columbia. The company operates approximately 1,342 community-based centers, 94 employer-partnership centers and 470 school-partnership sites under a number of recognized brands, including "KinderCare", "CCLC" and "Champions." KinderCare Education was acquired by Partners Group in August 2015. In the LTM period ending July 2, 2016, the company generated approximately $1.56 billion in revenues. L & R FAMILY: Can Use Cash Collateral on Interim Basis ------------------------------------------------------ Judge Michael G. Williamson of the U.S. Bankruptcy Court for the Middle District of Florida authorized L & R Family, Inc., to use cash collateral on an interim basis. The Debtor was authorized to use cash collateral to pay: (a) amounts authorized by the Court, including payments to the United States Trustee, for quarterly fees; (b) the current and necessary expenses set forth in the approved Budget; and (c) additional amounts as may be approved in writing by HSBC Bank USA, NA. The Debtor's secured creditors were granted a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as their prepetition lien. A continued hearing on the Debtor's use of cash collateral is scheduled on Oct. 19, 216 at 9:30 a.m. A full-text copy of the Order, dated Oct. 5, 2016, is available at http://bankrupt.com/misc/L&RFamily2016_816bk08015mgw_28.pdf About L & R Family L & R Family, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-08015) on Sept. 16, 2016. The petition was signed by Rasik Patel, president. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. LAST CALL: Creditors Panel Hires Pachulski Stang as Counsel ----------------------------------------------------------- The Official Committee of Unsecured Creditors of Last Call Guarantor, LLC, et al., seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Pachulski Stang Ziehl & Jones LLP as counsel to the Committee, nunc pro tunc to August 22, 2016. Last Call requires Pachulski Stang to: a. assist, advise and represent the Committee in its consultations with the Debtor regarding the administration of the bankruptcy Case; b. assist, advise and represent the Committee with respect to the Debtor's retention of professionals and advisors with respect to the Debtor's business and the Case; c. assist, advise and represent the Committee in analyzing the Debtor's assets and liabilities, investigating the extent and validity of liens and participating in and reviewing any proposed asset sales, any asset dispositions, financing arrangements and cash collateral stipulations or proceedings; d. assist, advise and represent the Committee in any manner relevant to reviewing and determining the Debtors' rights and obligations under leases and other executory contracts; e. assist, advise and represent the Committee in investigating the acts, conduct, assets, liabilities and financial condition of the Debtor, the Debtor's operations and the desirability of the continuance of any portion of those operations, and any other matters relevant to the Cases or to the formulation of a plan; f. assist, advise and represent the Committee in connection with any sale of the Debtor's assets; g. assist, advise and represent the Committee in its participation in the negotiation, formulation, or objection to any plan of liquidation or reorganization; h. assist, advise and represent the Committee in understanding its powers and its duties under the bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interests of those represented by the Committee; i. assist, advise and represent the Committee in the evaluation of claims and on any litigation matters, including avoidance actions; and j. provide such other services to the Committee as may be necessary in this Case. Pachulski Stang will be paid at these hourly rates: Partners/Counsel $550-$1,195 Associates $425-$550 Paralegals $295-$325 Pachulski Stang will also be reimbursed for reasonable out-of-pocket expenses incurred. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the following is provided in response to the request for additional information: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Not applicable. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: To be provided. Bradford J. Sandler, member of the law firm of Pachulski Stang Ziehl & Jones LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code, its partners, of counsel and associates (a) are not creditors, equity security holders or insiders of the Debtor; (b) are not and were not, within 2 years before the Petition Date, a director, officer, or employee of the Debtor; and (c) do not have an interest materially adverse to the interests of the Debtor's estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason, except as disclosed herein. Pachulski Stang can be reached at: Bradford J. Sandler, Esq. Jeffrey N. Pomerantz, Esq. Colin R. Robinson, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 Tel: (302) 652-4100 Fax: (302) 652-4400 E-mail: bsandler@pszjlaw.com jPomerantz@pszjlaw.com crobinson@pszjlaw.com About Last Call Guarantor Headquartered in Dallas, Texas, and with operations in 25 states, Last Call Guarantor, LLC, et al., own and operate sports bar and casual family-dining restaurants under three well-recognized concepts, namely Fox & Hound, Bailey's Sports Grille, and Champps. They operate 48 Fox & Hound locations, nine Bailey's locations, and 23 Champps locations. They have franchise agreements with five franchisees for Champps Restaurants. The Company has more than 4,700 full and part-time employees. On Aug. 10, 2016, each of Last Call Guarantor, LLC, Last Call Holding Co. I, Inc., Last Call Operating Co. I, Inc., F&H Restaurants IP, Inc., KS Last Call Inc., Last Call Holding Co. II, Inc., Last Call Operating Co. II, Inc., Champps Restaurants IP, Inc. and MD Last Call Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case Nos. 16-11844 to 16-11852). The petitions were signed by Roy Messing, the CRO. Last Call Guarantor estimated assets in the range of $10 million to $50 million and liabilities of $100 million to $500 million. Dennis A. Meloro, Esq., Nancy A. Mitchell, Esq., Nancy A. Peterman, Esq., Matthew Hinker, Esq., and John D. Elrod, Esq., at Greenberg Traurig, LLP, represent the Debtors as counsel. Judge Kevin Gross is assigned to the cases. Andrew Vara, acting U.S. trustee for Region 3, on Aug. 23 appointed seven creditors of Last Call Guarantor, LLC, et al., to serve on the official committee of unsecured creditors. The Committee hired Pachulski Stang Ziehl & Jones LLP, to serve as counsel. LASTING IMPRESSIONS: Hires Exit First as Real Estate Broker ----------------------------------------------------------- Lasting Impressions Holding Company seeks authority from the U.S. Bankruptcy Court for the District of Maryland to employ Exit First Realty as real estate broker to the Debtor. Lasting Impressions requires Exit First to market and sell the Debtor's real property located at 7804 Malcolm Road, Clinton, MD 20735. Exit First will be paid a commission of 6% of the sale price. Exit First will also be reimbursed for reasonable out-of-pocket expenses incurred. Ed Haraway, member of Exit First Realty, 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. Exit First can be reached at: Ed Haraway Exit First Realty 2139 Espey Ct Crofton, MS 21114 Tel: (301) 262-5255 E-mail: eharaway@gmail.com About Lasting Impressions Lasting Impressions Holding Company, based in Bowie, MD, filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-10729) on January 21, 2016. The Hon. Thomas J. Catliota presides over the case. Kimberly D. Marshall, Esq., serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by James Flippo, Jr., president and sole shareholder. No official committee of unsecured creditors has been appointed in the case. LB STEEL: Hires Crane Heyman as Special Counsel ----------------------------------------------- LB Steel, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Crane Heyman Simon Welch & Clar as special counsel to the Debtor. For several years prior to the petition date, the Debtor, Walsh Construction Company, the City of Chicago, Calumet Testing and others engaged in litigation in the Circuit Court of Cook County relating to a construction project at O'Hare International Airport. On May 13, 2013, the Circuit Court granted Calumet Testing's impleader and entered an order directing it to deposit $1,812,696 with the Circuit Court Clerk. On November 12, 2013, the Circuit Court entered an order directing the City of Chicago to deposit $1,554,654 with the Clerk (the "Deposits"). On October 14, 2015, the Circuit Court awarded a judgment consisting of: -- a $27,500,000 judgment in favor of Walsh against the Debtor for breach of contract; -- a $6,500,000 judgment in favor of the Debtor and against Walsh for breach of contract judgment; -- a $1,554,654.00 judgment in favor of the Debtor on its lien claim against the City; and -- a $1,812,696 judgment in favor of the Debtor and against Calumet Testing. On December 4, 2015, the Debtor filed an adversary complaint against Walsh and the City of Chicago seeking a turnover of the Deposits. Case No. 15-00876. On March 29, 2016, the bankruptcy Court dismissed the adversary complaint, finding that the Circuit Court had ordered a prepetition set off of the Deposits from the amounts due to Walsh pursuant to the Judgment. Thereafter, Walsh obtained the Deposits from the Circuit Court Clerk. Walsh's set off of the Deposits against the amounts owed to it pursuant to the Judgment constitutes an avoidable transfer pursuant to Section 553 of the Bankruptcy Code and the Debtor seeks to recover the value of that transfer (the "Anticipated Litigation"). LB Steel requires Crane Heyman to perform legal services that may be required from time to time related to the Anticipated Litigation, including preparing an avoidance complaint and motions, attending hearings, and oral argument. Crane Heyman will be paid at these hourly rates: David K. Welch Partner $495 Arthur G. Simon Partner $495 Jeffrey C. Dan Partner $430 Brian P. Welch Associate $310 Crane Heyman will also be reimbursed for reasonable out-of-pocket expenses incurred. David Welch, member of the law firm of Crane Heyman Simon Welch & Clar, 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. Crane Heyman can be reached at: David Welch, Esq. CRANE HEYMAN SIMON WELCH & CLAR 135 S La Salle St, Suite 3705 Chicago, IL 60603 Tel: (312) 641-6777 About LB Steel LB Steel, LLC, provider of outsourced machining, fabrication, burning, and assembly services, sought Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 15-35358) on Oct. 18, 2015. Michael Goich signed the petition as president. The Debtor has engaged Perkins Coie LLP as counsel; Nisen & Elliott, and Crane Heyman Simon Welch & Clar, both as special counsel; Livingstone Partners LLC as investment banker; and Garden City Group LLC as notice, claims and balloting agent. Judge Janet S. Baer is assigned to the case. The Office of the U.S. Trustee appointed five creditors to serve on the official committee of unsecured creditors. The creditors are Janco Steel LTD, Welding Industrial Supply Co., SSAB Americas, The Walsh Group and EVRAZ North America. The unsecured creditors' committee has engaged Duane Morris LLP as counsel, and Honigman Miller Schwartz and Cohn LLP as special counsel. LIBERTY INDUSTRIES: Hires Furr and Cohen as Attorney ---------------------------------------------------- Liberty Industries, L.C., et al., seek authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Furr and Cohen, P.A. as attorney to the Debtor. Liberty Industries requires Furr and Cohen to: a. give advice to the Debtors with respect to its powers and duties as a debtor-in-possession and the continued management of its business operations; b. advise the Debtors with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; c. prepare motions, pleadings orders, applications and other legal documents necessary in the administration of the case; d. protect the interest of the Debtors in all matters pending before the court; and e. represent the Debtors in negotiation with creditors in the preparation of a plan; Furr and Cohen will be paid at these hourly rates: Robert C. Furr $650 Charles I. Cohen $550 Alvin S. Goldstein $550 Marc Barmat $500 Alan R. Crane $500 Aaron A. Wernick $425 Jason Rigoli $350 Paralegal $125-$175 Furr and Cohen will be paid retainer in the amount of $30,000. Furr and Cohen waived the prepetition fees amounting to $51,546.88 which the Debtors owed to Furr and Cohen. Furr and Cohen will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert C. Furr, member of the law firm of Furr and Cohen, 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. Furr and Cohen can be reached at: Robert C. Furr, Esq. FURR AND COHEN, P.A. 2255 Glades Road, Suite 337W Boca Raton, FL 33431 Tel: (561) 395-0500 E-mail: rfurr@furrcohen.com About Liberty Industries Liberty Industries, L.C. dba Tower Innovations and Liberty Properties at Newburgh, L.C. filed chapter 11 petitions (Bankr. S.D. Fla. Case Nos. 16-22332 and 16-22333) on September 7, 2016. The petitions were signed by Barbara Wortley, managing member. The Debtors are represented by Robert C. Furr, Esq., at Furr & Cohen. The jointly-administered cases are assigned to Judge Erik P. Kimball. The Debtors estimated assets and liabilities at $1 million to $10 million at the time of the filing. No official committee of unsecured creditors has been appointed in the case. LMM SPORTS: Plan Confirmation Hearing Set for Oct. 31 ----------------------------------------------------- Chief Bankruptcy Judge Daniel P. Collins approved the disclosure statement explaining the Chapter 11 plan of reorganization proposed by Ethan Lock. The Court set the confirmation hearing for Oct. 31, 2016 10:00 a.m. Plan votes are due Oct. 24. Confirmation objections are also due Oct. 24. The Debtor shall file a Ballot Report by October 26, 2016. As reported by the Troubled Company Reporter on Aug. 8, 2016, the Debtor filed with the Court a plan to exit Chapter 11 protection, wherein the Debtor is proposing to pay creditors from his income. It is a 100% payment plan with no impaired creditors. The Plan only applies to the individual Debtor whose Chapter 11 case is jointly administered with the bankruptcy cases of LMM Sports and Eric Metz, another owner of the company. About Ethan Lock & LMM Sports Ethan Lock is a sports agent licensed with the National Football League and holds 40% membership interest in LMM Sports Management, LLC, which provides sports management services to professional athletes employed by the NFL. Mr. Lock is the CEO of LMM Sports. Mr. Lock sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 14-13954) on Sept. 10, 2014. The case is jointly administered with the Chapter 11 cases of LMM Sports (Bankr. D. Ariz. Case No. 14-13952) and Eric Metz, who also holds 40% membership interest in the Company. The Hon. Daniel P. Collins presides over the cases. The Debtors are represented by John R. Clemency, Esq., and Janel M. Glynn, Esq., at Gallagher & Kennedy, P.A. LMM Sports listed total assets of $1.06 million and total liabilities of $3.84 million. LOMAX HACKING: Unsecured to Get Pro Rata Recovery Under Plan ------------------------------------------------------------ Lomax Hacking Corp., et al., filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement and Joint Plan of Reorganization, premised on retaining ownership and control of their Medallion, taxicabs and taxicab equipment and make periodic payments to creditors from revenues of their businesses. The Debtors are New York City taxicab companies. Under the Plan, they intend to continue operating their business. The Plan provides that: -- Class 4 Drivers Claims will be entitled to receive: (i) a Pro Rata share Drivers Distribution on the first anniversary of the Effective Date of the Plan, and (ii) a Pro Rata share of any distributions to General Unsecured Creditors. If Class 4 Votes to Accept the Plan: -- The Drivers Distribution shall be increased to $20,000. -- Class 5 General Unsecured Claims will be entitled to receive: (i) a Pro Rata share of the General Unsecured Creditor Distribution on the first anniversary of the Effective Date of the Plan; and (ii) a Pro Rata share of the proceeds, if any, of the Debtor's Causes of Action against the Bank if the Bank votes to reject the Plan. If Class 5 Votes to Accept the Plan: -- The General Unsecured Creditor Distribution shall be increased to $50,000. The Plan also notes that Class 2 Secured Bank Claim and Class 3 Toyota Secured Claim are impaired. The Bank Claim will be allowed for $5 million, and will earn a 3% interest per annum. The Toyota Claim will be allowed in an amount to be determined by the Bankruptcy Court. A copy of the Disclosure Statement dated Sept. 30, 2016 is available at http://bankrupt.com/misc/nyeb165-41787-111.pdf The Debtor is represented by: The Law Office of Jeremy S. Sussman Jeremy S. Sussman 225 Broadway, Suite 3800 New York, NY 10007 Tel: (646) 322-8373 Lomax Hacking Corp. and its affiliates filed for bankruptcy (Bankr. E.D.N.Y. Case No. 15-41787) on April 21, 2015. The Debtors listed $1 million to $10 million in assets and liabilities. LOWELL & SONS: Taps Michael D. O'Brien as Legal Counsel ------------------------------------------------------- Lowell & Sons, LLC seeks approval from the U.S. Bankruptcy Court for the District of Oregon to hire Michael D. O'Brien & Associates P.C. as its legal counsel. The services to be provided by the firm include formulating a Chapter 11 plan of reorganization, negotiating financing and reviewing the validity of secured claims. The firm's professionals who are expected to represent the Debtor and their hourly rates are: Michael D. O'Brien Partner $355 Theodore J. Piteo Associate Attorney $300 Hugo Zollman Senior Paralegal $170 Michael D. O'Brien & Associates does not hold any interests adverse to the Debtor's estate or any of its creditors, according to court filings. The firm can be reached through: Michael D. O'Brien, Esq. Theodore J. Piteo, Esq. Michael D. O'Brien & Associates, P.C. 12909 SW 68th Parkway, Suite 160 Portland, OR 97223 Phone: (503) 786-3800 Email: enc@pdxlegal.com Email: ted@pdxlegal.com About Lowell & Sons Lowell & Sons, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 16-33707) on September 27, 2016. The petition was signed by Lorena N. Lowell, manager. The case is assigned to Judge Trish M Brown. At the time of the filing, the Debtor disclosed $2.52 million in assets and $2.60 million in liabilities. M&R CHARLESTON: Unsecureds To Recover 50% Under Plan ---------------------------------------------------- M&R Charleston Station, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Indiana a disclosure statement for the Debtor's plan of reorganization dated Oct. 3, 2016. Between the Effective Date and the date that is five years after the Effective Date, the Debtor will make available for distributions to holders of allowed Class 3 Unsecured Claims, estimated to total $365,770.33, the amount necessary to pay each allowed Class 3 Claims with no interest 50% of their allowed claim. Commencing 30 days after the Effective Date and continuing every 90 days thereafter, each holder of an allowed Class 3 Claim will receive cash payments from the Debtor representing all or a portion of the holder's pro rata share of the funds available for distribution to members of Class 3. The Debtor will make payments of $9,144.26 per quarter until the holders of Class 3 have received 50% of their allowed claim. Upon entry of the court confirmation order, the Debtor will continue to operate its business and manage its assets, which will generate income projected to be sufficient for the Debtor to meet its ongoing expenses and obligations contemplated under the Plan. The Disclosure Statement is available at: http://bankrupt.com/misc/insb16-90506-51.pdf About M&R Charleston Station M&R Charleston Station, Inc. dba The Spaghetti Shop, fka M&R Outer Loop Inc., is a corporation organized under the laws of the Commonwealth of Kentucky in 1988 and presently doing business in Indiana and Kentucky. Gary Rosenberg was and continues to be the sole owner and manager of the Debtor's business operations. The Debtor first opened and operated the Charlestown Road Restaurant, a franchise of The Spaghetti Shop located in New Albany, Indiana, in 1989. The Debtor filed a Chapter 11 petition (Bankr. S.D. Ind. Case No. 16-90506), on April 4, 2016. The petition was signed by Gary Rosenberg, president. The Debtor is represented by Neil C. Bordy, Esq., at Seiller Waterman LLC. The Debtor estimated assets at up to $50,000 and liabilities at $100,001 to $500,000 at the time of the filing. M. SANNUTI DEVELOPMENT: Voluntary Chapter 11 Case Summary --------------------------------------------------------- Debtor: M. Sannuti Development, Inc. 999 Street Road Southampton, PA 18966 Case No.: 16-17103 Chapter 11 Petition Date: October 6, 2016 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Ashely M. Chan Debtor's Counsel: Jon M. Adelstein, Esq. ADELSTEIN & KALINER, LLC Penn's Court 350 South Main Street, Suite 105 Doylestown, PA 18901 Tel: (215) 230-4250 Fax: (215) 230-4251 E-mail: jadelstein@adelsteinkaliner.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael L. Sannuti, member, Faith SSP, LLC, shareholder. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. MAGNETATION LLC: Global Settlement on Winding Down Biz Approved --------------------------------------------------------------- BankruptcyDat.com reported that the U.S. Bankruptcy Court approved Magnetation's joint combined motion and memorandum of law for an order for (i) approving a global settlement agreement, (ii) authorizing the Debtors to wind down their business, (iii) authorizing the Debtors to transfer certain assets, (iv) approving the wind-down incentive and retention plan, (v) approving asset sale procedures, (vi) approving abandonment procedures, (vii) approving contract rejection procedures and (viii) waiving compliance with Local Rule 9013-2(a). As previously reported, "The primary purpose of the Wind-down is to maximize the value of the Debtors' assets. To accomplish this objective, it is imperative that the Debtors have the ability to retain and appropriately motivate certain employees to effectively and timely implement and manage the Wind-down in order to maximize value for their estates and stakeholders . . . . Accordingly, in order to incentivize certain members of senior management and certain non-insider management-level employees, the Debtors are proposing an incentive plan (the 'Wind-down Incentive Plan') that provides for payments based on specific performance metrics, including (1) achieving the Maximum Effective Date Payment, (2) monetizing the Remaining Assets and (3) controlling the costs of the Wind-down. The maximum amount expected to be paid to any one employee under the Wind-down Incentive Plan is approximately $135,000. Additionally, in order to induce non-insider Wind-down Employees to remain with the Debtors as needed during the Wind-down, the Debtors propose to provide such employees with a one-time retention payment of $10,000 to $60,000 (the 'Wind-down Retention Plan'). The total cost of the Wind-down Incentive and Retention Plan is approximately $1.2 million." Court-filed documents further note, "As consideration for the Purchased Claims, AK Steel will pay on the Effective Date the Prepetition Revolving Agent, for the benefit of the Prepetition Revolving Lenders, a cash payment in the amount equal to the sum of (x) (i) $32,500,000, (ii) the value (as agreed-upon by the Debtors and AK Steel) of the Debtors' receivables under the PPA, (iii) the value (as agreed-upon by the Debtors and AK Steel) of all of the Debtors' other receivables (the "Miscellaneous Receivables") purchased by AK Steel and (iv) the Debtor's Operating Account Cash in an amount not to exceed $13,000,000 minus (y) $8,000,000 (such amount, the 'Effective Date Payment')." About Magnetation LLC Magnetation LLC -- http://www.magnetation.com/-- is a joint venture between Magnetation, Inc. (50.1% owner) and AK Iron Resources, LLC, an affiliate of AK Steel Corporation (49.9% owner). Magnetation LLC recovers high-quality iron ore concentrate from previously abandoned iron ore waste stockpiles and tailings basins. Magnetation LLC owns iron ore concentrate plants located in Keewatin, MN, Bovey, MN and Grand Rapids, MN, and an iron ore pellet plant in Reynolds, IN. Magnetation LLC and four subsidiaries sought Chapter 11 bankruptcy protection (Bankr. D. Minn. Lead Case No. 15-50307) in Duluth, Minnesota, on May 5, 2015, after reaching a deal with secured noteholders on a balance sheet restructuring. The cases are assigned to Chief Judge Gregory F Kishel. The Debtors have tapped Davis Polk & Wardwell LLP and Lapp, Libra, Thomson, Stoebner & Pusch, Chtd., as attorneys; Blackstone Advisory Partners LP as financial advisor; and Donlin, Recano & Company, Inc., as the claims agent. The U.S. Trustee for Region 12 appointed three creditors of Magnetation LLC to serve on an official committee of unsecured creditors. MAHI LLC: Has Until Oct. 26 to Use United Community Bank Cash ------------------------------------------------------------- Judge Douglas D. Dodd of the U.S. Bankruptcy Court of the Middle District of Louisiana authorized Mahi, LLC and OM Hospitality, LLC to use United Community Bank's cash collateral on an interim basis, until Oct. 26, 2016. The approved Budget covers the months of September 2016 through December 2016, and provides for total expenses in the amount of $217,794 for Debtor Mahi, LLC and $176,590 for Debtor OM Hospitality, LLC. The Debtors were directed to make adequate protection payments to United Community Bank, of $4,000 each, not later than Oct. 15, 2016. United Community Bank was granted adequate protection liens upon the cash collateral and all other presently-owned or after-acquired movable and immovable property, assets, and rights of the Debtors, and their proceeds, products, rents and profits. The final hearing on the Debtors' use of cash collateral is scheduled on October 26, 2016 at 11:00 a.m. A full-text copy of the Interim Order, dated Oct. 5, 2016, is available at http://bankrupt.com/misc/MahiLLC2016_1610601_157.pdf About Mahi, LLC. Mahi, LLC, and OM Hospitality, LLC, sought protection under Chapter 11 (Bankr. M.D. La. Case Nos. 16-10601 and 16-10602) on May 24, 2016. The petitions were signed by Bhagirath Joshi, manager. The cases are jointly administered. The cases are assigned to Judge Douglas D. Dodd. The Debtors are represented by Ryan James Richmond, Esq., at Stewart Robbins & Brown LLC. The Debtors estimated both assets and liabilities in the range of $1 million to $10 million. MARILYN DEREGGI: Unsecureds To Recoup 8.8% Under Plan ----------------------------------------------------- Marilyn J. Dereggi filed with the U.S. Bankruptcy Court for the District of Maryland a disclosure statement with respect to the Debtor's plan of reorganization. Incorporating the Court's anticipated orders stripping down the claims of Bank of New York Mellon on the 21000 Property, Deutsche Bank on the 21006 Property, and Wilmington Trust on the 15445 Property, the total allowed claims to which the Debtor does not plan to object included in Class 7 General Unsecured Claims is anticipated to be $409,810.94. The Debtor will provide payments of $2,400 per quarter commencing on or before the fifth day of the sixth calendar quarter after the Effective Date through the 20th quarter after the Effective Date, plus additional quarters that the Court determines is necessary for the Debtor. The payments will be made in consecutive quarterly intervals and will be distributed among all Class 7 creditors on a pro rata basis. Additionally, the Debtor will pay (1) the proceeds of the sale of the Buffalo County Land and (2) the proceeds of any Causes of Action, net of (i) costs of sale and litigation, (ii) any outstanding Post-Effective Date expenses, and (iii) reserves for anticipated U.S. Trustee fees and income taxes, pro rata, to holders of Class 7 Claims. The total amount to be paid to Class 7 creditors under the Plan is at least $36,000. This sum provides a projected recovery of at least 8.8% of the Allowed Claims of Class 7 creditors, plus the proceeds of litigation and the sale of the Buffalo County Land. Payment of the foregoing sum to Class 7 creditors will constitute full and final satisfaction of the claims of Class 7 creditors. Holders of Class 7 Claims are impaired and are entitled to vote to accept or reject the Plan. All property of the Estate will revest in the Debtor on the Effective Date, free and clear of all other liens, claims, interests and encumbrances, except for the liens specifically granted by the Plan. The Disclosure Statement is available at: http://bankrupt.com/misc/mdb15-26939-17.pdf The Plan was filed by the Debtor's counsel: Justin P. Fasano, Esq. McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, P.A. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Tel: (301) 441-2420 E-mail: jnesse@mhlawyers.com Marilyn J. Dereggi is a 75 year-old woman living in Boyds, Maryland. She resided at a property known as the Boyd-Maughlin House, located at 15215 Clarksburg Road, Boyds, Maryland 20841. The Debtor filed for Chapter 13 bankruptcy protection (Bankr. D. Md. Case No. 15-26939) on Dec. 8, 2015. Nancy Spencer-Grigsby was appointed as Chapter 13 Trustee. Subsequent to the Petition Date, the Debtor determined that her debts were in excess of the limits for Chapter 13 debtors. On March 14, 2016, the Debtor filed a motion to convert her case to Chapter 11. On April 4, 2016, the Court entered an order granting the motion to convert. MASTROIANNI BROS: Gets Approval to Hire Hodgson Russ as Counsel --------------------------------------------------------------- Mastroianni Bros., Inc. received approval from the U.S. Bankruptcy Court for the Northern District of New York to hire Hodgson Russ LLP as its legal counsel. The services to be provided by the firm include the preparation of a Chapter 11 plan, negotiations for sale of Mastroianni's assets, and evaluation of claims. Richard Weisz, Esq., the attorney designated to represent Mastroianni, will be paid an hourly rate of $350. In a court filing, Mr. Weisz disclosed that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Richard Weisz, Esq. Hodgson Russ LLP 677 Broadway, Suite 301 Albany, NY 12207 Phone: 518-465-2333 Email: rweisz@hodgsonruss.com About Mastroianni Bros. Mastroianni Bros., Inc., doing business as Mastroianni Bakery, sought Chapter 11 protection (Bankr. N.D.N.Y. Case No. 16-11536) on Aug. 25, 2016. The Debtor estimated assets and liabilities in the range of $500,001 to $1,000,000. The Debtor tapped Richard L. Weisz, Esq. at Hodgson Russ LLP as counsel. The petition was signed by Nathaniel Daffner, director. MAXUS ENERGY: Wants Exclusive Filing Period Moved to February 2017 ------------------------------------------------------------------ Maxus Energy Corporation, and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to extend by 135 days the periods during which the Debtors have the exclusive right to (a) file a chapter 11 plan, through and including Feb. 28, 2017 and (b) solicit acceptances such plan through and including April 28, 2017. According to the Debtors, they have used the first three months of their chapter 11 cases to maximize the benefits of the chapter 11 process—including stabilizing operations post-petition, obtaining a favorable debtor-in-possession financing package, and accomplishing a number of tasks necessary to the successful administration and prosecution of their chapter 11 cases. The Debtors relate that these cases already have engendered litigation and debate between the Debtors and their largest creditor, Occidental Chemical Corporation, and likely will involve further litigation as the cases progress toward plan confirmation. The Debtors also relate that they have not yet had sufficient time to formulate a chapter 11 plan, since their focus has shifted, as they transitioned their operations into chapter 11, to preserving and maximizing the value of their estates by, among other things, (a) obtained various forms of first and second day relief to transition the Debtors into chapter 11; (b) negotiated a consensual debtor-in-possession financing facility notwithstanding the objections of several parties in interest; (c) filed the motion seeking approval of the Settlement Agreement; (d) negotiated a services agreement with OCC that establishes a framework by which Tierra Solutions, Inc. can effectuate the transition to OCC of certain environmental remediation obligations that Tierra historically performed; (e) worked (and continue to work) to develop a plan to facilitate the Debtors' exit from chapter 11; (f) obtained approval of key employee retention and modified severance plans; (g) compiled and analyzed the information needed for the Debtors' Schedules of Assets and Liabilities and Statements of Financial Affairs and filed the same; (h) responded to various inquiries and information requests from the Committee, OCC, the U.S. Trustee, and other parties in interest; and (i) attended to various other tasks related to the administration of the Debtors' bankruptcy estates, these cases, and the Debtors' day-to-day operations. The Debtors further relate that during the upcoming months, the Debtors intend to both seek approval of the Settlement Agreement, by and among the Debtors, YPF S.A. (the Debtors' ultimate corporate parent), and affiliated entities, pursuant to which YPF will pay the Debtors $130 million, that will serve as the cornerstone of any chapter 11 plan. Moreover, Tierra has entered into the Services Agreement, which will allow Tierra to transition certain environmental remediation obligations to OCC. The Debtors believe that the Committee intends to use the coming months to conduct an investigation of the claims underlying the Settlement Agreement, as such, the Debtors are poised to spend the next several months productively moving forward with the next stage of these chapter 11 cases, including seeking to build consensus around the Settlement Agreement, implementing additional strategies to maximize the value of their assets, and negotiating other aspects of a chapter 11 plan with their stakeholders. Accordingly, the Debtors submit that any disruption caused by the filing of a competing plan would only distract the Debtors from fulfilling these goals, which likely will diminish the return of value to creditors. A hearing will be held on Oct. 19, 2016 at 11:00 a.m. to consider approval of the Debtor's request, and any objections thereto must be filed by Oct. 12, 2016. About Maxus Energy Maxus Energy Corporation and four of its subsidiaries filed a voluntary petitions for reorganization under Chapter 11 (Bankr. D. Del., Case No. 16-11501) on June 17, 2016. The Debtors intend to use the breathing spell afforded by the Bankruptcy Code to decide whether their existing environmental remediation operations and oil and gas operations can be restructured as a sustainable, stand-alone enterprise. The Debtors have engaged Young Conaway Stargatt & Taylor, LLP as local counsel, Morrison & Foerster LLP as general bankruptcy counsel, Zolfo Cooper, LLC as financial advisor and Prime Clerk LLC as claims and noticing agent, all are subject to the Bankruptcy Court's approval. On July 7, 2016, the United States Trustee for the District of Delaware filed Notice of Appointment of Committee of Unsecured Creditors. The Committee selected Schulte Roth & Zabell LLP as counsel, and Cole Schotz as Delaware co-counsel. Berkeley Research Group, LLC serves as financial advisor for the Committee. MCDAIN GOLF CENTER: Unsecureds To Get $36,000 Over 60 Months ------------------------------------------------------------ McDain Golf Center of Monroeville, LP, filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a disclosure statement to accompany the Debtor's plan of reorganization dated Sept. 28, 2016. Under the Plan, holders of Class 4 General Unsecured Claims will be paid $36,000 over 60 months without interest. The Debtor will make monthly payments of approximately $600 to the class without interest in 60 payments. Class 4 will not receive any interest on their claims. About $49,174.30 cash on hand is currently available for administrative expenses on the April 1, 2017 effective date of the plan. About $51,424 is expected to be available on the date of the confirmation of the Plan. The Disclosure Statement is available at: http://bankrupt.com/misc/pawb16-20229-51.pdf The Plan was filed by the Debtor's counsel: Donald R. Calaiaro, Esq. David Z. Valencik, Esq. CALAIARO VALENCIK 428 Forbes Avenue, Suite 900 Pittsburgh, PA 15219-1621 Tel: (412) 232-0930 E-mail: dcalaiaro@c-vlaw.com dvalencik@c-vlaw.com McDain Golf Center of Monroeville, LP, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Penn., Case No. 16-20229) on Jan.26, 2016, estimating its assets at up to $50,000 and liabilities at between $500,001 and $1 million. The Debtor is represented by Donald R. Calaiaro, Esq., at Calaiaro Valencik. MCNEILL GROUP: Hires Friedman LLP as Accountant ----------------------------------------------- McNeill Group, Inc., and McNeill Properties V, LLC, seek authority from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Friedman, LLP accountant to the Debtors. McNeill Group requires Friedman, LLP to: a. prepare on behalf of the Debtors federal, state and local tax returns for 2016; b. assist in preparation of quarterly and annual financial statements; c. assist in transitioning internal bookkeeping to Quickbooks; d. review and determine whether the merged entities need to be closed and reporting of any mergers to the Internal Revenue Service; e. assist with the Monthly Operating Reports, as needed; and f. provide assistance and consultation to the Debtors. Friedman, LLP will be paid a post-petition retainer in the amount of $10,000. Friedman, LLP will also be reimbursed for reasonable out-of-pocket expenses incurred. Carl Bagell, member of Friedman, 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. Friedman, LLP can be reached at: Carl Bagell FRIEDMAN, LLP 100 Eagle Rock Avenue, Suite East Hanover, NJ 07936 Tel: (973) 929-3500 Fax: (973) 929-3501 About McNeill Group Inc. McNeill Group, Inc. and McNeill Properties V, LLC filed chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 16-14943 and 16-14944) on July 12, 2016. The petitions were signed by Edward J. McNeill, Jr., president. The Debtors are represented by Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, P.C. The cases are assigned to Judge Jean FitzSimon (16-14943) and Judge Ashely M. Chan (16-14944). The Debtors each estimated assets and liabilities of $10 million to $50 million at the time of the filing. No official committee of unsecured creditors has been appointed in the case. MF GLOBAL: Jon Corzine May Avoid Trial with $5-Mil. Settlement -------------------------------------------------------------- Ben Protess, writing for The New York Times' DealBook, reported that nearly five years after Jon S. Corzine presided over the collapse of the brokerage firm MF Global and became a target of federal investigations, his legal ordeal might be drawing to a close. According to the DealBook, in recent weeks, Mr. Corzine and the federal regulatory agency that sued him have struck a tentative agreement to settle the case, according to people briefed on the matter. The agency, the Commodity Futures Trading Commission, which sued Mr. Corzine in 2013 over MF Global's collapse and misuse of $1 billion in customer money, could announce a deal by the end of this year if the agency's three commissioners approve it, the report related. Should that happen, the settlement would avert a high-profile trial that almost certainly would have led Mr. Corzine, a 69-year-old former Democratic United States senator and New Jersey governor, to testify, the report further related. The contours of a settlement, which has not yet been completed, would include Mr. Corzine paying about $5 million in penalties, the report said, citing the people briefed on the matter said. That sum is much greater than what the agency could expect to win at trial if he were found liable, the report noted. The agency also plans to force Mr. Corzine, who reaped many millions of dollars as a top executive at Goldman Sachs before pursuing a career in politics, to pay the penalty out of his own pocket, making it a sticking point in the negotiations, the report said. In addition to the financial penalty, Mr. Corzine would accept a lifetime ban from personally trading other people's money in the futures industry, which was MF Global's bailiwick, the report added. The ban would also level a symbolic blow to someone who, despite his history as an elected official and co-chief of Goldman Sachs, is a trader at heart, the report pointed out. About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. In April 2013, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MGM RESORTS: Signs 5-Year Employment Contract with CEO ------------------------------------------------------ MGM Resorts International entered into an employment agreement with James J. Murren, chairman of the Board and chief executive officer of the Company on Oct. 3, 2016. The Employment Agreement provides for a term until Dec. 31, 2021, and a minimum base salary of $2,000,000 per year. The Employment Agreement also provides for a target bonus for each of fiscal years 2017-2021 equal to 200% of Mr. Murren's base salary, up to a maximum bonus of 175% of the target bonus; provided that beginning with any bonus payable in respect of services performed for fiscal year 2017 or thereafter, to the extent any such bonus is in excess of 100% of Mr. Murren's base salary at the beginning of such fiscal year, the Excess Bonus Amount will (i) for the band between base salary and Mr. Murren's target bonus, be payable 67% in the form of fully vested performance share units (with the balance in cash) and (ii) for the remainder, be payable 33% in the form of fully vested PSUs (with the balance in cash). The target number of PSUs will have an accounting value equal to the applicable percentage of the Excess Bonus Amount. These PSUs will be paid in shares of Company common stock upon the earlier to occur of (i) a Change of Control (as defined in the Employment Agreement), so long as such Change of Control complies with Section 409A, or (ii) the end of the PSU performance period. In each case, the PSUs are subject to forfeiture unless a minimum stock price target is met. The Employment Agreement further provides Mr. Murren with certain other benefits and perquisites, which are discussed in greater detail in the Employment Agreement. In addition, the Employment Agreement provides that, in Oct. 2016, Mr. Murren will be granted an equity award with an aggregate grant-date accounting value targeted at $2,000,000, of which 100% will be in the form of restricted stock units. This award was made on Oct. 3, 2016, and consisted of 76,365 RSUs pursuant to the Company's Amended and Restated 2005 Omnibus Incentive Plan and the form of RSU agreement, which terms include Dec. 31, 2021, cliff vesting with delivery automatically deferred until Mr. Murren's separation from the Company (unless such separation is determined to have been for Employer's Good Cause (as defined in the Employment Agreement)) and automatic forfeiture in the event of Mr. Murren's termination for any reason prior to Dec. 31, 2021. In the event of a termination of Mr. Murren’s employment for Employer's Good Cause (as defined in the Employment Agreement) prior to the end of the term of the Employment Agreement, Mr. Murren will receive (i) an amount equal to his annual base salary through the date of such termination; (ii) any earned but unpaid discretionary bonus due to him; (iii) indemnification pursuant to the terms of the Employment Agreement; and (iv) any other amounts or benefits Mr. Murren may be entitled to in accordance with the Company's benefit, equity or fringe benefit plans, programs and policies that Mr. Murren participated in prior to such termination ((i) through (iv), the "Accrued Obligations"). If the Company terminates Mr. Murren for no cause during the term of the Employment Agreement or if Mr. Murren terminates his employment for Employee's Good Cause (as defined in the Employment Agreement), Mr. Murren will be entitled to receive (i) the benefits and payments under clauses (i), (iii) and (iv) of Accrued Obligations; (ii) an amount equal to his annual base salary for an additional 12 month period following such termination (to be paid in regular intervals as described in the Employment Agreement); (iii) any bonus attributable to the Company's most recently completed fiscal year to the extent not previously paid; and (iv) a lump sum payment equal to the excess of (x) the product of (A) 1.5 and (B) the sum of Mr. Murren's base salary and his target bonus for the year of termination (capped at $8,000,000) over (y) his annual base salary for the 12 month period following his termination. Mr. Murren's outstanding equity awards (other than his PSUs) that would have vested or become exercisable within the two year period following his termination will become vested and exercisable and paid on the same schedule determined in the applicable award agreement (subject to forfeiture in the event of a material breach of the restrictive covenants described in the Employment Agreement). With respect to any PSUs, a pro-rata portion that would have vested at the end of the applicable performed period determined based on the number of days Mr. Murren was employed during the performance period plus 24 months (or, if shorter, through the end of the performance period) will be paid on the same schedule determined in the applicable award agreement (subject to forfeiture in the event of a material breach of the restrictive covenants described in the Employment Agreement). In addition, Mr. Murren would be entitled to a lump sum payment in an amount equal to the Company's costs for its most recently completed fiscal year of 24 months of continued health, disability and life insurance coverage provided by the Company prior to such termination date. Any such severance payments will be subject to Mr. Murren's execution and non-revocation of a general release of claims. In the event of a termination of Mr. Murren's employment as the result of his death or a termination by the Company due to disability, the Company will pay to Mr. Murren or his beneficiary (i) the benefits and payments under clauses (i), (iii) and (iv) of Accrued Obligations; (ii) his base salary for an additional 12 months following his death or termination; (iii) any bonus attributable to the most recent completed fiscal year to the extent not previously paid; (iv) a lump sum cash payment in an amount equal to what Mr. Murren's bonus would have been for the fiscal year in which his death or termination occurs, pro rated through the date of his death or termination; (v) the equity benefits described in the prior paragraph; and (vi) a lump sum cash payment in an amount equal to the Company's costs for its most recently completed fiscal year of 24 months of continued health insurance coverage (and, for termination due to disability only, an amount equal to the Company's costs for its most recently completed fiscal year of 24 months of continued life insurance coverage). The Employment Agreement contains a non-compete covenant generally prohibiting Mr. Murren from providing services to a competitor or soliciting employees or business contacts for 12 months following termination of his employment during the employment term (subject to certain exceptions as described in the Employment Agreement). In addition, the Employment Agreement mandates that Mr. Murren's confidentiality obligations continue even after his termination of employment. The Employment Agreement also provides that if Mr. Murren's employment terminates following the end of the term and such termination is due to death or disability, equity awards granted after the effective date (other than the sign on RSU award described above and the 2016 bonus and annual grant awards) vest in full and are otherwise paid consistent with a no-cause termination. In addition, if Mr. Murren's employment terminates following the end of the term and such termination is due to Retirement (as defined in the Employment Agreement), by the Company without Employer's Good Cause or by Mr. Murren for Employee's Good Cause, New Equity Awards outstanding for at least one year vest in full and are otherwise paid consistent with a no-cause termination. About MGM Resorts MGM Resorts International (NYSE: MGM) a global hospitality company, operating a portfolio of destination resort brands including Bellagio, MGM Grand, Mandalay Bay and The Mirage. The Company also owns 51% of MGM China Holdings Limited, which owns the MGM Macau resort and casino and is in the process of developing a gaming resort in Cotai, and 50% of CityCenter in Las Vegas, which features ARIA resort and casino. For more information about MGM Resorts International, visit the Company's Web site at www.mgmresorts.com. MGM Resorts reported a net loss attributable to the Company of $447.72 million in 2015, a net loss attributable to the Company of $149.87 million in 2014 and a net loss attributable to the Company of $171.73 milion in 2013. As of June 30, 2016, MGM Resorts had $26.54 billion in total assets, $17.01 billion in total liabilities, $6.25 million in redeemable noncontrolling interest and $9.52 billion in total stockholders' equity. * * * As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on MGM Resorts International to 'B-' from 'CCC+'. In March 2012, S&P revised the outlook to positive from stable. "The revision of our rating outlook to positive reflects strong performance in 2011 and our expectation that MGM will continue to benefit from the improving performance trends on the Las Vegas Strip," S&P said. In March 2012, Moody's Investors Service affirmed its B2 corporate family rating and probability of default rating. The affirmation of MGM's B2 Corporate Family Rating reflects Moody's view that positive lodging trends in Las Vegas will continue through 2012 which will help improve MGM's leverage and coverage metrics, albeit modestly. Additionally, the company's declaration of a $400 million dividend ($204 million to MGM) from its 51% owned Macau joint venture due to be paid shortly will also improve the company's liquidity profile. The ratings also consider MGM's recent bank amendment that resulted in about 50% of its $3.5 billion senior credit facility being extended one year from 2014 to 2015. As reported by the TCR on Sept. 29, 2014, Fitch Ratings has upgraded MGM Resorts International's (MGM) and MGM China Holdings Ltd's (MGM China) IDRs to 'B+' from 'B' and 'BB' from 'BB-', respectively. Fitch's upgrade of MGM's IDR to 'B+' and the Positive Outlook reflect the company's strong performance on the Las Vegas Strip and in Macau as well as Fitch's longer-term positive outlooks for these markets. MICHAEL WAYNE ROBINSON: Schumacher to Be Paid in Full Under Plan ---------------------------------------------------------------- Michael Wayne Robinson filed with the Bankruptcy Court for the Western District of Louisiana an Original Combination Disclosure Statement and Plan proposing the following classification and treatment of claims: CLASS 1 General Unsecured Claims -- There is only one claim in this class that being Schumacher Group in the amount of $1,500 and it will be paid in full. Distributions will be made in 4 quarterly installments of $375 beginning with the first quarter of 2017 and continue thereafter for the remaining three quarters of 2017. The debtor may elect to pre-pay the entire amount payable under the plan to this class. CLASS 2 Secured Claim of Nationstar -- The secured claim of this class shall be allowed in the amount of $75,000 and the balance shall be unsecured. The mortgage securing the secured claim shall survive confirmation in the amount of $75,000. The secured claim shall bear interest at the rate of 4.5% per annum and be paid over 10 years (120 equal monthly installments) of $777 until paid in full. This class is impaired. Payments will commence on the first day of the first full month following the month in which the order confirming the plan becomes final which is 14 days after the order is entered. CLASS 3 Unsecured Claim of Nationstar -- The unsecured balance of $71,268 will be paid in monthly installments of $500.00 for 120 months with the balance of $11,268 due at the end of 120 months. The State of Louisiana is owed $6,750. That sum will be paid within 55 months commencing Nov. 1, 2016, in monthly installments of $123. That claim is not classified under the Plan. A copy of the Original Combination Disclosure Statement and Plan is available at: http://bankrupt.com/misc/lawb16-50499-0042.pdf Michael Wayne Robinson filed a Chapter 11 petition (Bankr. W.D. La. Case No. 16-50499) on April 12, 2016, and is represented by H. Kent Aguillard, Esq. The Debtor is an attorney who practices law in Eunice, Louisiana, through a partnership with two other lawyers. His practice is primarily in the area of personal injury in which he represents persons who are suing to collect damages and are known as "plaintiffs". Mike has in the past filed petitions for relief under Chapter 7 and Chapter 13. Mike received a discharge in the Chapter 7 case. The Chapter 13 case was dismissed as a result of Mike's inability to make all the plan payments which were required. MICROVISION INC: Names Col. Yalon Farhi as Director --------------------------------------------------- Col. Yalon Farhi joined MicroVision, Inc.'s Board of Directors on Sept. 29, 2016, as disclosed in a regulatory filing with the Securities and Exchange Commission. About MicroVision Redmond, Washington-based MicroVision, Inc., is developing its PicoP(R) display technology that can be adopted by its customers to create high-resolution miniature laser display and imaging modules. This PicoP display technology incorporates the company's patented expertise in two-dimensional Micro-Electrical Mechanical Systems (MEMS), lasers, optics and electronics. MicroVision reported a net loss of $14.5 million on $9.18 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss of $18.1 million on $3.48 million of total revenue for the year ended Dec. 31, 2014. As of June 30, 2016, MicroVision had $13.6 million in total assets, $13.5 million in total liabilities and $108,000 in total shareholders' equity. Moss Adams LLP, in Seattle, Washington, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. MIMM CONDOMINIUM: Provide AFP 103 With Cash Use Budget, Court Says ------------------------------------------------------------------ Judge A. Jay Cristol of the U.S. Bankruptcy for the Southern District of Florida, issued an order granting in part and denying in part AFP 103 Corp.'s Motion to Prohibit Use of Non-Estate Funds collected by MIMM Condominium Association, Inc. The Debtor and AFP 103 Corp. have agreed to the Debtor's use of cash in its possession on the Petition Date and cash collected by the Debtor post-petition, to pay normal and customary operating expenses as set forth in the budget. Judge Cristol ordered the Debtor to provide AFP 103 Corp. with a Budget of its normal and customary Operating Expenses for the ensuing 90 days, within 5 business days from September 26, 2016. A full-text copy of the Order, dated September 26, 2016, is available at https://is.gd/5IiIn3 About MIMM Condominium Association MIMM Condominium Association, Inc. filed a chapter 11 petition (Bankr. S.D. Fla. Case No. 16-22347) on Sept. 7, 2016. The petition was signed by Serdar Bozkurt, director. The Debtor is represented by David R. Softness, Esq., at David R. Softness, P.A. The case is assigned to Jay A. Cristol. The Debtor estimated assets at $0 to $50,000 and liabilities at $1 million to $10 million at the time of the filing. MINNIE BOWERS SMITH: Court Dismisses Bankruptcy Case ---------------------------------------------------- Judge Pat E. Morgenstern-Clarren of the United States Bankruptcy Court for the Northern District of Ohio, Eastern Division, dismissed the case captioned In re: MINNIE M. BOWERS SMITH and JAMES SMITH, Debtors, Case No. 13-17204 (Bankr. N.D. Ohio). When the debtors Minnie Bowers Smith, M.D. and James Smith filed their chapter 11 case, Dr. Bowers declared gross monthly income of $16,460.00. One year later, the debtors proposed a plan offering to pay $5,252.00 a month to their creditors. About one year after that, and following the untimely death of James Smith, Dr. Bowers proposed an amended plan that called for her to pay $7,090.00 a month. She also filed a disclosure statement. If Dr. Bowers had set aside the proposed plan payments from the filing date, she would have had about $126,310.005 in reserve by October 2015. As it was, she had no reserve and just over $5,000.00 in cash for her regular expenses. The United States trustee moved to dismiss the case for lack of feasibility based on the debtor's failure to set aside money for the plan on a regular basis. The debtor argued in opposition that no purpose would be served by dismissing the case rather than giving her a chance to perform under a confirmed plan. Judge Morgenstern-Clarren found that cause exists to dismiss the case, noting that Bowers Smith is a high-earning debtor who allocated her income to everything except the proposed plan, thus diminishing the estate. "[T]he debtor had ample opportunity over the last two years to demonstrate that she could and would reduce her expenses to honor her plan payment obligations if her plan was confirmed, and she did not. The UST, therefore, proved that it is highly unlikely under the circumstances that the debtor can be rehabilitated, and thus cause exists to dismiss her case," said the judge. A full-text copy of Judge Morgenstern-Clarren's October 26, 2015 memorandum of opinion is available at http://bankrupt.com/misc/ohnb13-17204-184.pdf About Minnie Bowers Smith and James Smith Minnie Bowers Smith and James Smith filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ohio Case No. 13-17204) on October 11, 2013. MRMS PROPERTY: Court Authorizes Use of Cash Collateral ------------------------------------------------------ Judge Bruce A. Harwood of the U.S. Bankruptcy Court for the District of New Hampshire authorized MRMS Property Management, LLC to use cash collateral until September 30, 2016. The Troubled Company Reporter, has earlier reported that the Debtor asked the Court for authorization to use the rental payments collected from its tenant, Hudson Medical Associates, PLLC, to pay the costs and expenses provided for in its Budget, totaling $11,161, covering the months of August and September 2016. The Debtor told the Court that its real property is subject to the liens of Bayview Loan Servicing, LLC and Bonnie & Clyde, LLC. The Debtor proposed to grant Bayview Loan Servicing and Bonnie & Clyde with replacement liens on the Debtor's post-petition cash collateral. About MRMS Property Management, LLC. MRMS Property Management, LLC, based in Hudson, NH, filed a Chapter 11 petition (Bankr. D.N.H. Case No. 16-10880) on June 14, 2016. The petition was signed by Elisha Badeau, manager. Judge Bruce A. Harwood presides over the case. Peter N. Tamposi, at The Tamposi Law Group, P.C., serves as bankruptcy counsel. The Debtor disclosed $450,000 in assets and $1.09 million in liabilities. MULTIMEDIA PLATFORMS: Files for Chapter 11 After to TRO ------------------------------------------------------- Multimedia Platforms, Inc., and its subsidiaries (with one immaterial exception) each filed a voluntary petition under Chapter 11 of the Bankruptcy Code on Oct. 4, 2016. The cases were filed in the U.S. Bankruptcy Court, Southern District of Florida. The debtors each remain in possession of their assets as debtors-in-possession. The voluntary petitions were filed in response to a temporary restraining order entered by a state court in Massachusetts filed by the Company's principal lender. NAKED BRAND: To Sell $7.5 Million Worth of Securities ----------------------------------------------------- Naked Brand Group Inc. filed a Form S-3 registration statement with the Securities and Exchange Commission covering the offer and sale from time to time of the Company's common stock, preferred stock, warrants to purchase common stock and/or preferred stock, subscription rights to purchase preferred stock, common stock and/or other securities, stock purchase contracts to purchase shares of its common stock and/or preferred stock, and units in one or more offerings. The aggregate offering price of all securities sold by the Company under this prospectus may not exceed $7,500,000. The Company's common stock is traded on the NASDAQ Capital Market under the symbol "NAKD." On Oct. 3, 2016, the last reported sale price of the Company's common stock on the NASDAQ Capital Market was $1.50 per share. A full-text copy of the regulatory filing is available at: https://is.gd/iRSpCd About Naked Brand Naked Brand Group Inc. designs, manufactures, and sells men's innerwear and lounge apparel products in the United States and Canada. It offers various innerwear products, including trunks, briefs, boxer briefs, undershirts, T-shirts, and lounge pants under the Naked brand, as well as under the NKD sub-brand for men. The company sells its products to consumers and retailers through wholesale relationships and direct-to-consumer channel, which consists of an online e-commerce store, thenakedshop.com. Naked Brand Group Inc. is based in New York, New York. Naked Brand reported a net loss of US$19.06 million on US$1.38 million of net sales for the year ended Jan. 31, 2016, compared to a net loss of US$21.07 million on US$557,000 of net sales for the year ended Jan. 31, 2015. As of July 31, 2016, Naked Brand had US$2.99 million in total assets, US$1.44 million in total liabilities and US$1.55 million in total stockholders' equity. BDO USA, LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Jan. 31, 2016, noting that the Company incurred a net loss of $19,063,399 for the year ended January 31, 2016 and the Company expects to incur further losses in the development of its business. This condition raises substantial doubt about the Company's ability to continue as a going concern. NATIVE ENVIRONMENTAL: First Amended Disclosure Statement Filed -------------------------------------------------------------- Native Environmental, L.L.C., filed with the Bankruptcy Court in Arizona a first amended disclosure statement. The Debtor anticipates the total amount of Allowed Unsecured Claims will be approximately $564,543 owed for business-related debt. Class 3-A consists of the Allowed Unsecured Claims. Class 3-A Creditors shall be paid a pro-rata share from the Debtor's Excess Cash Flow, on a semi-annual basis (with payments to be sent out for the prior half-year by February 15 and August 15), after all senior Allowed Claims (including Class 3-B) have been paid in accordance with the terms of the Plan, until the Allowed Unsecured Claim have been paid in full. Class 3-B consists of the Allowed Unsecured Claims of Administrative Convenience Unsecured Claims of Creditors that wish to elect to reduce their payment to a total of 50% of their Allowed Unsecured Claim in order to be paid ahead of unsecured creditors not making the election. Class 3-B Creditors shall be paid a pro-rata share from the Debtor's Excess Cash Flow, on a semi-annual basis (with payments to be sent out for the prior half-year by February 15 and August 15), until they have been paid 50% of the amount of their Allowed Claim, after all senior Allowed Claims have been paid in accordance with the terms of the Plan, but before any payments are made to Class 3-4. On July 8, 2016, the Debtor filed its First Disclosure Statement referring to its First Plan of Reorganization. On August 23, 2016, BMO Harris Bank N.A., as legal successor by merger to M&I Marshall & Ilsley Bank, filed an Objection to the Disclosure Statement. A hearing to approve the Disclosure Statement was held on Aug. 30, 2016. A continued hearing was scheduled for Sept. 29, 2016. On Oct. 6, 2016, BMO filed a Confirmation Objection to the Debtor's First Amended Disclosure Statement. A copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/azb16-02378-0174.pdf BMO is represented in the case by: PHILIP G. MITCHELL, Esq. THE CAVANAGH LAW FIRM 1850 N Central Ave # 2400 Phoenix, AZ 85004 Tel: 602-322-4000 E-mail: pmitchell@cavanaghlaw.com Native Environmental, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-02378) on March 10, 2016. The Debtor is represented by D. Lamar Hawkins, Esq., at Aiken Schenk Hawkins & Ricciardi, PC. The Debtor hired Relentless Accountabllily, LLC, as bookkeeper; and Price, Kong, & Co., C.P.A.'s P.A. as accountant. Native Environmental, LLC, was organized on Oct. 25, 2000. It is owned by Jon Riggs and Dusty Ellington, the managers of the Debtor. The Debtor specializes in industrial cleaning for commercial and residential projects, featuring home asbestos remediation with removal of asbestos from all ceilings and walls, mold remediation, microbial decontamination and containment, hydro-blasting to remove hardened layers of hazardous and non-hazardous floor coatings, stripping of lead-based paint from roadways, proper clean-up of all project debris via trucks and waste disposal containers, among others. On April 28, 2016, the United States Trustee's Office filed a statement concerning its inability to appoint a committee of unsecured creditors. NEW YORK LIGHT: Revised Unsecureds Recovery Under Amended Plan -------------------------------------------------------------- New York Light Energy, LLC, et al., filed with the U.S. Bankruptcy Court for the Northern District of New York its Second Amended Disclosure Statement in support of its Joint Plan of Liquidation, which proposes a revised recovery rate for unsecured creditors. The Second Amended Disclosure Statement describes a "Distribution Fund" as a fund available for distribution to Holders of Allowed Class 2 General Unsecured Claims and, to Holders of Allowed Class 3 Insider Claims that are not subordinated. The Distribution Fund is expected to have $380,000 available. The revised Disclosure Statement notes that Class 2 General Unsecured Claims are expected to have a "pro rata share" of the Distribution Fund -- as opposed to the previous 7.6% estimated recovery for these claims under the original Plan. This is because the distribution is expected to be reduced by administrative claims relating to the cost of confirming the Plan over the objections of Kyocera and any appeal expenses, which may be incurred. Moreover, Class 3 Claims is revised and renamed as Insider Claims. Claimants under their Class are entitled to vote, and they should expect a pro rata share of the Distribution Fund unless subordinated, otherwise they will have 0% Initial distribution which may be increased by Litigation Proceeds. A red-lined version of the Second Amended Disclosure Statement filed on Sept. 30, 2016 is available at: http://bankrupt.com/misc/nynb15-11121-469.pdf About New York Light Energy Founded in 2009 and based in Latham, New York, New York Light Energy, LLC, designs and installs medium-scale solar arrays in New York State and Massachusetts. The Company has installed solar arrays on more than 180 industrial, commercial, municipal, and residential sites, with a total of over 15 megawatts of capacity to date. NYLE and its affiliates commenced Chapter 11 bankruptcy cases (Bankr. N.D.N.Y. Lead Case No. 15-11121) in Albany, New York, on May 27, 2015. Judge Robert E. Littlefield Jr. is assigned to the cases. The affiliate debtors are Light Energy Partners Group, LP, Light Energy Administrative Services, LLC, Light Energy Installers, LLC, U.S. Light Energy, LLC, and Light Energy Management II, LLC. The Debtors tapped Bond, Schoeneck & King, PLLC, as counsel. The Debtors hired Blackbird Asset Services LLC as liquidation agent in connection with the sale of their excess inventory. The U.S. Trustee for Region 2 formed an Official Committee of Unsecured Creditors, which retained Hodgson Russ LLP as its attorneys and Emerald Capital Advisors Corp. as financial advisor. NJOY INC: Hires SierraConstellation as Financial Advisor -------------------------------------------------------- Njoy, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Delaware to employ SierraConstellation Partners LLC as financial advisor to the Debtor. Njoy, Inc. requires SierraConstellation to: a. provide assistance in the preparation and review the Debtor's schedules and statements for filing in a Delaware chapter 11 case; b. provide financial and operational advice and support to the Debtor and Debtor's counsel; c. attend at and, when required or requested, testify at bankruptcy court hearings; d. provide advice and support in evaluating and responding to parties during creditor negotiation including landlords, vendors, and other key constituents; e. interact with the unsecured creditor committee, and assist in the preparation of management reports; and f. evaluate, assess and make recommendations in connection with strategic sale alternatives and related matters, including testifying at bankruptcy asset sale hearings. SierraConstellation will be paid at these hourly rates: Drew McManigle, Principal $500 Managing Director $400-$500 Director $300-$475 Associates $200-$300 Analyst $150-$200 Admin Staff $100 The hourly rates is subject to the fee cap of $75,000. SierraConstellation will be paid a retainer in the amount of $20,000. SierraConstellation will also be reimbursed for reasonable out-of-pocket expenses incurred. Drew McManigle, member of SierraConstellation 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 Debtor and its estates. SierraConstellation can be reached at: Drew McManigle SIERRACONSTELLATION PARTNERS LLC 400 South Hope St., Suite 2050 Los Angeles, CA 90071 Tel: (213) 289-9060 About NJoy Inc. Headquartered in Scottsdale, Arizona, NJOY sells e-cigarettes and vaping products to wholesalers, distributors and retailers. The Company was the first major ENDS company to offer products across all form factors: disposable and rechargeable cigalikes, open system e-liquids and vaping devices, and advanced closed system e-liquids. The Debtor has no in-house manufacturing capabilities. Its hardware is sourced from two major suppliers in China. The Debtor sources e-liquids from facilities based in the United States. As of Sept. 9, 2016, the Debtor had a total of 15 employees. NJOY filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 16-12076) on Sept. 16, 2016. The case is assigned to the Hon. Christopher S. Sontchi. The petition was signed by Jeffrey Weiss, general counsel and interim president. NJOY has hired Gellert Scali Busenkell & Brown, LLC as counsel, Sierraconstellation Partners, LLC as financial advisor, Cohnreznick Capital Markets Securities Investment LLC as investment banker. No official committee of unsecured creditors has been appointed in the case. NORTHERN MEADOWS: Hires CCG as Financial Advisor ------------------------------------------------ Northern Meadows Development Co., LLC, seeks authorization from the U.S. Bankruptcy Court for the Western District of Washington to employ Columbia Consulting Group, PLLC, as financial advisor. The Debtor requires CCG to: (a) assist the Debtor with its monthly operating reports, and reviewing the necessary information and instructing the Debtor's management and counsel with respect thereto; (b) assist the Debtor with the soliciting, evaluating, and potentially effectuating secured DIP/exit financing or similar relief; (c) assist the Debtor with evaluating and effectuating one or more sales or auctions of the Debtor's assets or assignment of one or more of its debt obligations; (d) assist the Debtor in connection with its initial evaluation of the business and financial impact of various operational, financial, and strategic restructuring alternatives, including analysis of the development of plans of reorganization, disclosure statement, and forecasts; (e) evaluate and advise the Debtor's management with regard to the financial aspects of a Chapter 11 plan and disclosure statement, including, without limitation, feasibility, liquidation value, and cramdown; (f) other financial and restructuring-related services that are requested by the Debtor and are within CCG's capabilities, including expert-related work to be performed in any adversary proceeding; and, (g) provide testimony, to the extent necessary, regarding the foregoing. CCG will be paid at an hourly rate of $225 and will be reimbursed for reasonable out-of-pocket expenses incurred. CCG has received no payments from the Debtor to date and the Debtor agreed to provide CCG with a retainer in the amount of $10,000, per the terms of the Engagement Letter signed on August 29, 2016. Jeffrey A. Worley, member of CCG, 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. CCG can be reached at: Jeffrey A. Worley COLUMBIA CONSULTING GROUP, PLLC 6101 Long Prairie Road, Suite 744 MB 17 Flower Mound, TX 75028 Tel.: (972) 809-6393 Email: jworley@ccgpllc.net About Northern Meadows Development Northern Meadows Development Co., LLC, sought Chapter 11 protection (Bankr. W.D. Wash. Case No. 16-13393) on June 27, 2016. Judge Timothy W. Dore is assigned to the case. Donald A Bailey, Esq., at Donald A. Bailey Attorney At Law, serves as the Debtor's counsel. The Debtor estimated assets of $5.49 million and $6.21 million in debt. The petition was signed by Stephen Brisbane, manager. NORTHERN MEADOWS: Wants to Use $403K Cash Collateral ---------------------------------------------------- Northern Meadows Development Co., LLC, asks the U.S. Bankruptcy Court for the Western District of Washington for authorization to use cash collateral. The Debtor owns four parcels of partially improved real property: * Parcel A, Chukanut View Lots: 4 parcels of view property on Chuckanut Drive south of Bellingham, Washington. * Parcel B, Northern Meadows Single Family Residence Sites: 11 condominium lots suitable for single family residences, at 3993 Gentlebrool Lane, Bellingham, Washington. A portion of the proceeds of the sale of this property forms part of the cash collateral. This property was sold to Jon Hansen for a gross sales price of $770,000. The sale has closed and the Debtor is holding net proceeds of $709,180. * Parcel C, Northern Meadows Adult Family Home Suites: six condominium lots suitable for construction of three adult family homes, at 3993 Gentlebrook Lane, Bellingham, Washington. * Parcel D, Assisted Living Site: Land suitable for construction of a 68-unit adult assisted living/independent living facility, at 3993 Gentlebrook Lane, Bellingham, Washington. The four parcels of real property are encumbered by a first position deed of trust in favor of R2R Capital Bellingham LLC, with an approximate balance of $4.28 million, and a second position deed of trust in favor of Paramjit Singh and Harmeet Kaur with an approximate balance of $1.2 million. The Debtor proposes to use $403,722 of the proceeds of the Parel B sale to achieve the following objectives: (1) Parcel A (Chuckanut Drive Single Family View Lots): To secure the additional property and entitlements that will create and secure the legal status and buildability of the lots within Parcel A, including critical water rights, thus insuring that they have at least a base market value. (2) Parcels A, C, & D: To significantly improve their market value by preparing and improving the lots for marketing and for sale, and/or preparing them for the start of vertical construction of their specific and respective highest and best uses. (3) Create and secure the market value and viability of specific assets. A full-text copy of the Interim Order, dated Oct. 5, 2016, is available at http://bankrupt.com/misc/NorthernMeadowsDevelopment2016_1613393twd_29.pdf About Northern Meadows Development Co. Northern Meadows Development Co., LLC, sought Chapter 11 protection (Bankr. W.D. Wash. Case No. 16-13393) on June 27, 2016. The petition was signed by Stephen Brisbane, Manager. Judge Timothy W. Dore is assigned to the case. Donald A Bailey, Esq., at Donald A. Bailey Attorney At Law, serves as the Debtor's counsel. The Debtor disclosed assets of $5.49 million and $6.21 million in debt. NORTHWOOD PROPERTIES: Sale of Milton Property for $650K Approved ---------------------------------------------------------------- Judge Jerry C. Oldshueo, Jr., of the U.S. Bankruptcy Court for the Northern District of Florida authorized Northwood Properties, Inc., to sell two contiguous parcels of real property located in Milton, Florida, referred to as Airport Park parcel and the Persimmon Hollow parcel to Cliff Mowe for $650,000. Upon closing, the Debtor will make distributions in accordance with the Debtor's confirmed Chapter 11 Plan and the Motion to Sell Property dated Oct. 5, 2016. Northwood Properties, Inc., sought Chapter 11 protection (Bankr. N.D. Fla. Case No. 14-30367) on April 4, 2014. Judge William S. Shulman is assigned to the case. The Debtor disclosed assets of $1.54 million and $510,589 in debt. Steven Ford, Esq., at Wilson, Harrell, Farrington & Ford, serves as the Debtor's counsel. The petition was signed by William A. Pullum, president. OAK PARENT: Moody's Assigns B1 Corporate Family Rating ------------------------------------------------------ Moody's Investors Service assigned a B1 Corporate Family Rating (CFR) and a B2-PD Probability of Default Rating (PDR) to Oak Parent, Inc., an indirect parent company of Augusta Sportswear Holdings, Inc. (together, "Augusta"). Moody's also assigned a B1 rating to the company's proposed secured credit facilities consisting of a $40 million revolver and $395 million term loan. The rating outlook is stable. Proceeds from the proposed term loan will be used to refinance existing debt and pay related fees and expenses. The ratings are subject to review of final documentation and completion of the transaction as proposed. This is a first time public rating for Augusta. Ratings Assigned -- Corporate Family Rating at B1 -- Probability of Default Rating at B2-PD -- $40 million first-lien senior secured revolving credit facility at B1 (LGD 3) -- $395 million first-lien senior secured term loan at B1 (LGD 3) -- The rating outlook is stable RATINGS RATIONALE Augusta's B1 Corporate Family Rating reflects the company's defensible market position in the wholesale team uniform, school-related sportswear and dancewear markets that, when combined with high barriers to entry, drive strong operating margins and cash flow generation. The ratings also consider the limited level of fashion risk in the company's products, product breadth and demand stability from the ultimate end users, all of which drive revenue stability. The rating also considers moderately high financial leverage, narrow business focus and limited revenue scale in the global apparel industry. Using Moody's standard analytical adjustments, pro forma lease-adjusted debt/EBITDA for the twelve month period ended June 2016 is approximately 5.4 times with interest coverage (EBITA/interest expense) of around 2.8 times when considering the potential lower cost of debt related to the refinancing. Moody's expects these metrics to sustainably improve, to well below 5.0 times and above 3.0 times, respectively, over the next two years, through modest revenue growth and margin expansion, as well as debt reduction. Augusta's liquidity profile is good. Positive annual free cash flow generation and ample availability under its proposed $40 million revolver should be more than sufficient to cover working capital and capital expenditure needs. The credit facilities will contain a springing maximum leverage test that becomes effective if excess revolver availability falls below 65% of the total commitment. Moody's does not expect the springing covenant to be tested over the near term. The B1 ratings assigned to Augusta's secured credit facilities reflect the first lien position on substantially all assets of the borrowers and guarantors, outstanding equity of the borrowers and guarantors, and 65% of the voting equity interest in foreign subsidiaries. The facilities comprise the entire debt capital structure. Oak Parent, Inc. and certain indirect subsidiaries, including Augusta Sportswear Holdings, Inc., will be co-borrowers under the first lien credit facilities, and the facilities will be guaranteed by Oak Parent's direct and indirect domestic subsidiaries along with its immediate parent company, Oak Guarantor, Inc. The two ultimate parent companies, Oak Holdings, LLC and Oak Topco, Inc. do not guarantee the facilities. These two entities are holding companies that conduct all their operations through the borrowers and guarantors. The stable outlook reflects Moody's expectation for gradual improvement in credit metrics through revenue growth, margin expansion and debt reduction. Given the company's small scale and narrow product focus, a ratings upgrade is unlikely over the near-to-intermediate term. Over time, a ratings upgrade would require increased revenue scale and greater diversity, very good liquidity and an expectation that financial policies will preserve a stronger quantitative credit profile. Along with these qualitative measures, a ratings upgrade would require lease-adjusted debt/EBITDA to be sustained below 3.75 times and EBITA/interest expense above 3.25 times. The ratings could be downgraded if the company's operating results were to turn negative, particularly through a decline in revenue and operating margins, or weaker liquidity. Quantitative metrics include lease-adjusted debt/EBITDA sustained above 5.0 times or EBITA/interest expense falling below 2.25 times. Based in Augusta, Georgia, Augusta Sportswear Group is a manufacturer and distributor of athletic apparel, active wear, team uniforms and dance wear serving customers principally in the United States. Revenue for the latest twelve months ended June 2016 was under $500 million. The principal methodology used in these ratings was Global Apparel Companies published in May 2013. OLLARD SQUARE: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Ollard Square, Ltd. 999 Street Road Southampton, PA 18966 Case No.: 16-17107 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: October 6, 2016 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Ashely M. Chan Debtor's Counsel: Jon M. Adelstein, Esq. ADELSTEIN & KALINER, LLC Penn's Court 350 South Main Street, Suite 105 Doylestown, PA 18901 Tel: (215) 230-4250 Fax: (215) 230-4251 E-mail: jadelstein@adelsteinkaliner.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Michael L. Sannuti, member, Faith Forty-Four Realty, LLC, G.P. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. OUTER HARBOR: Wants to File Chapter 11 Plan by December 27 ---------------------------------------------------------- Outer Harbor Terminal, LLC requests the U.S. Bankruptcy Court for the District of Delaware to extend the exclusive right for the Debtor to file a Chapter 11 plan through and including Dec. 27, 2016, and the period during which the Debtor has the exclusive right to solicit acceptances of the plan through and including Feb. 27, 2017. The Debtor relates that since the Petition Date, the Debtor has: (a) terminated its business operations in an organized and controlled manner, and has been able to finance the wind down during this case using solely its cash on hand and revenues generated from customer receivables and asset sales; (b) negotiated a settlement and consensual rejection of its long-term lease with the Port of Oakland, which settlement virtually eliminated the Port's potentially large unsecured claim for rejection damages; (c) concluded the sale of virtually all of the Debtor's assets and the assignments and rejections of the Debtor’s various unexpired leases and executory contracts; and (d) collected on or settled substantially all of the Debtor's outstanding receivables, including a large receivable that resulted in a $1.3 million cash infusion to the estate, and accordingly, the Debtor has not drawn on its DIP credit facility and currently does not anticipate drawing on the DIP facility in the future. The Debtor submits that the Company and its advisors are now primarily focused on developing a path to a potential plan of liquidation for the benefit of its creditors, and has spent the past couple of months analyzing and exploring potential settlements of certain of the larger claims asserted against the estate. The Debtor further submits that the resolution and reduction of these larger claims (either through settlement or via a claims objection or estimation) is critical to ensuring that the Debtor will have sufficient funds to make a meaningful distribution to creditors under a liquidating plan. According to the Debtor, it has already made significant progress in the claims reconciliation process, for in addition to settling the Port of Oakland's claim, the Debtor recently settled the claim of the the International Association of Machinists and Aerospace Workers, AFL-CIO District Lodge 190 and Local Lodge 1546 union and its related pension funds, which claims had been asserted in an amount of more than $46 million. However, the Debtor still needs to spend additional time analyzing and resolving the remaining claims (including certain large tax claims) against the estate, before it can formulate a plan and estimate potential distributions to creditors, since that will impact the distributions under a plan or could otherwise potentially affect the plan's feasibility. A hearing will be held on Nov. 3, 2016 at 10:00 a.m. to consider approval of the Debtor's request, and any objections to the Debtor's request must be filed by Oct. 12, 2016. About Outer Harbor Terminal Outer Harbor Terminal, LLC -- aka Ports America Outer Terminal, LLC, PAOH, and PAOHT -- is an Oakland, California-based port operator. It is a joint venture between Ports America and Terminal Investment Ltd. Outer Harbor is winding down operations. Ports America is leaving Oakland to concentrate its investments in other terminals that the company operates in Tacoma, Los Angeles-Long Beach, New York-New Jersey and Baltimore. Oakland, California-based port operator Outer Harbor Terminal, LLC filed for Chapter 11 protection (Bankr. D. Del. Case No. 16-10283) on Feb. 1, 2016. The petition was signed by Heather Stack, chief financial officer. The Hon. Laurie Selber Silverstein is the case judge. The Debtor scheduled $103 million in assets and $370 million in debt. Milbank, Tweed, Hadley & Mccloy LLP is the Debtor's general counsel. Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serves as its Delaware counsel. Prime Clerk LLC is the claims and noticing agent. OXTON PLACE: Seeks to Employ Theodore Stapleton as Counsel ---------------------------------------------------------- Oxton Place of Douglas, LLC, seeks authorization from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Theodore N. Stapleton P.C., as counsel. The Debtor requires Theodore Stapleton to: (a) represent the Debtor with respect to the Debtor’s “first day” motions; (b) advise the Debtor generally regarding matters of bankruptcy law, including, but not limited to, the rights, each, obligations, and remedies of the Debtor as Debtor-in-Possession, both with regard to its assets and with respect to the claims of its creditors; (c) prepare and assist in the preparation of pleadings, exhibits, applications, reports, and accounting in connection with the Debtor’s schedules, and other documents necessary to the administration of these proceedings as required by the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the local rules of this Court, in the requirements of the United States Trustee’s Office; (d) investigate, analyze and evaluate potential claims of the estate, including claims for recovery of avoidable transfers under the Bankruptcy Code; (e) advise the Debtor concerning Chapter 11 plans and alternatives; (f) represent the Debtor at hearings and conferences with regard to the administration of the cases and any of the foregoing matters and prepare pleadings and papers in connection therewith; and, (g) represent and assist the Debtor with regard to any and all other matters relating to the administration of the case. Theodore Stapleton will be paid at these hourly rates: Theodore N. Stapleton $400.00 Attorneys $200 – $400 Paralegals $40 – $150 Project Assistants $40 – $150 Theodore N. Stapleton will also be reimbursed for reasonable out-of-pocket expenses incurred. Theodore Stapleton agreed to represent the Debtor on matters associated with the bankruptcy case upon the condition that (i) the Debtor place with Theodore Stapleton a $50,000.000 retainer for work to be performed, and (ii) the Debtor pay all fees and expenses owed to Theodore Stapleton on a current basis following Court approval. Theodore N. Stapleton, attorney-at-law of the 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. Theodore Stapleton can be reached at: Theodore N. Stapleton 2802 Paces Ferry Road, Suite 100-B Atlanta, GA 30339 Tel.: (770) 436-3334 Email: tstaple@tstaple.com About Oxton Place Oxton Place of Douglas, LLC, dba Manor House of Douglas, LLC, filed a Chapter 11 Petition (Bankr. N.D. Ga. Case No. 16-67316) on September 30, 2016, and is represented by Theodore N. Stapleton, Esq., in Atlanta, Georgia. At the time of filing, the Debtor had $0 to $50,000 in estimated assets and $1 million to $10 million in estimated liabilities. The petition was signed by Dwayne Edwards, managing member. A copy of the Debtor's list of 10 unsecured creditors is available for free at http://bankrupt.com/misc/ganb16-67316.pdf PALOSKI SALON: Wants to Use Cash Collateral of American Express --------------------------------------------------------------- Paloski Salon and Spa, LLC d/b/a Shapes & Colours Day Spa asks the U.S. Bankruptcy Court for the Northern District of New York to approve its Cash Collateral Stipulation and Agreement with its Creditor American Express Bank, FSB. The Debtor relates that it is indebted to American Express Bank in the amount of $19,041.35, as of the bankruptcy filing, which is secured by all assets of the Debtor, including accounts receivable, which constitute cash collateral. The Debtor has reached an agreement with Bank under which it is authorized to use cash collateral under these terms: (a) The Debtor may use cash collateral from the filing date of bankruptcy petition through confirmation of the Debtor's Plan of Reorganization. (b) The Debtor will make adequate protection payments in the amounts of $600 to American Express Bank, commencing October, 2016. (c) The Debtor will provide American Express Bank, through its attorneys with copies of its operating reports. The Debtor proposes to grant American Express Bank with a continuing lien and security interest in the Debtor's assets acquired port petition to the same extent, validity and priority as American Express Bank held pre-petition. The Debtor acknowledges that American Express Bank held a first lien on the Pre-Petition Collateral. A full-text copy of the Debtor's Motion, dated Sept. 21, 2016, is available at https://is.gd/DeEaaY About Paloski Salon Paloski Salon and Spa, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D.N.Y. Case No. 16-11325) on July 20, 2016. The petition was signed by Kelly Paloski, member. The Debtor is represented by Richard L. Weisz, Esq., at Hodgson Russ LLP. At the time of filing, the Debtor had estimated both assets and liabilities at $100,000 to $500,000 each. PATRICIA SHOCKLEY: Plan Confirmation Hearing Set for Nov. 10 ------------------------------------------------------------ Bankruptcy Judge Paul M. Glenn approved the disclosure statement explaining the Chapter 11 plan of debtors Patricia V Shockley and Ronald J Shockley. The Debtors filed the disclosure statement on Sept. 4, 2015, and a second addendum on Sept. 7, 2016. Oct. 27, 2016 is fixed as the last day for filing acceptances or rejections of the plan. A confirmation hearing will be held on Nov. 10, 2016 at 3:00 p.m. , in 4th Floor Courtroom A , 300 North Hogan Street, Jacksonville, Florida. Any objections to confirmation shall be filed and served seven days before the Confirmation Hearing. Patricia V. Shockley and Ronald J. Shockley filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 15-00919) on March 3, 2015. PENTON BUSINESS: S&P Puts 'B+' CCR on CreditWatch Positive ---------------------------------------------------------- S&P Global Ratings said that it placed its ratings, including the 'B+' corporate credit rating, on New York-based Penton Business Media Holdings Inc. on CreditWatch with positive implications. "The CreditWatch placement follows Penton's announcement that it has entered into an agreement to be acquired by Informa PLC. Informa will pay $1.46 billion in cash and $100 million in stock," said S&P Global Ratings' credit analyst Jawad Hussain. The transaction is subject to regulatory approvals, though, given S&P's lack of antitrust concerns, it expects that it will likely receive regulatory approval. Penton and Informa announced that they expect the transition to close in November 2016. S&P believes that Informa has a significantly stronger financial risk position and lower leverage than Penton, as well as a larger and more diversified business mix. S&P plans to withdraw its corporate credit and issue-level ratings on Penton if the company's outstanding debt is fully repaid when the transaction is completed as expected in November 2016. PERRY PETROLEUM: Hires Robert Morris as Accountant -------------------------------------------------- Perry Petroleum Equipment LTD, Inc., seeks authorization from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ Robert W. Morris & Company, PC, as Accountants. The Debtor requires Robert Morris to (a) prepare financial statements based on information provided by the Debtor and in accordance with the accounting principles generally accepted in the United States of America, and (b) apply accounting and financial reporting expertise to assist the Debtor in the presentation of financial statements without undertaking to obtain or provide any assurance that there are no material modifications that should be made to the financial statements in order for them to be in accordance with the accounting principles generally accepted in United States of America. Robert Morris will be paid an hourly rate of $85 for bookkeeping services and an hourly rate of $140 for the preparation for financials and tax return. Robert Morris will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert W. Morris, accountant of the firm, is a pre-petition unsecured creditor in the amount of $2,517.18, which he agreed to waive as a condition of the employment as accountant for the Debtor. Mr. Morris 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. Robert Morris can be reached at: Robert W. Morris ROBERT W. MORRIS & COMPANY, PC 19 East Main Street New Bloomfield, PA 17068 About Perry Petroleum Perry Petroleum Equipment Ltd., Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Penn. Case No. 16-02449) on June 9, 2016. Hon. Mary D. France presides over the case. Law Offices of Lawrence G. Frank represents the Debtor as counsel. In its petition, the Debtor listed $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by Brian D. Sheaffer, president. PETER OZOH: Hearing to Approve Disclosure Statement on Nov. 3 ------------------------------------------------------------- Peter O. Ozoh and Ngozi F. Ozoh filed with the U.S. Bankruptcy Court for the Eastern District of Virginia a plan and disclosure statement, which provides for 12 classes of Secured Claims and one class of Unsecured Claims. The secured claims against the Debtors' properties located at 104 Tee Box Lane, 361 Georgetown Loop and 2023 Queens Point Road will be repaid pursuant to the terms of mortgage modification agreements entered into by the Debtors on such properties, with any arrearages reamortized over the remaining term of the Note. All other claims secured by real estate owned by the Debtors that exceed the value of its collateral (after accounting for any senior liens), shall be stripped down to the value of the collateral, with the remainder treated as a general unsecured Class 13 claims unless otherwise stated. Creditors who have not agreed to modifications holding Allowed Claims that are Secured by Rental Property's will receive monthly cash payments based on the value of each Secured Creditor's interest in the Rental Property. On the effective date such Creditors liens will be restructured as new 40 year amortization loans with principal set at the current market value and interest at 3%. The holder of any Allowed Secured Claim shall release its lien upon satisfaction of the Claim in accordance with the Plan and the Bankruptcy Code. Substantially all of the Rental Properties are subject to liens of first priority deeds of trust which exceed the current value of the properties. Several of the properties are also subject to second priority deeds of trust. Holders of Allowed Claims that are nominally secured by the Rental Properties, but are in fact fully or partially unsecured will either be avoided entirely and paid according to Class 13, i.e. as an unsecured claim or if partially secured then bifurcated with the secured portion paid over the same period and at the same terms as the first priority Deed of Trust. Based on the value of the Real Properties, all second deed of trust claims, are Unsecured and shall be treated as Class 13 Claims under the Plan. The Confirmation Order shall contain a legal description of the Rental Properties, language releasing the liens of the holders of second deed of trust claims, and a proposed modified Deed of Trust which shall be recorded upon confirmation among the land records of the appropriate jurisdiction for each of the Rental Properties. The Debtor also proposes to surrender three properties, known commonly as 65 Dumont Ct., Emporia, Virginia, 682 Goose Creek, Virginia Beach, Virginia, and 1112 Meadow Sage, Virginia Beach, Virginia. Unless creditors agree to deeds in lieu of foreclosure, the Debtors anticipate deficiency claims which will be treated in Class 13 also. Allowed second deed of trust claims, Judgment lien claims if any, Deficiency Claims if any, as well as general unsecured claims arising from credit cards, open accounts and the like, are treated as Unsecured Claims under the Plan. Allowed Unsecured Claims will receive quarterly pro rata Distributions from the Ozohs net earnings which will be distributed to holders of Allowed Unsecured Claims on a pro-rata basis. The Plan requires that a minimum of $15,000 be distributed to Unsecured creditors over the course of the Plan. The Plan also provides for the payment of Administrative and Priority Claims which have not been paid in full by the Effective Date. The Debtors scheduled a total of $155,015 in unsecured claims not associated with mortgage obligations. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/vaeb15-72398-0075.pdf The Bankruptcy Court will hold on Nov. 3, 2016, at 11:00 a.m., a hearing to consider the adequacy of the Ozohs' disclosure statement. Any person objecting to the adequacy of the information contained in said Disclosure Statement or desiring to propose modifications thereto will file an objection or proposed modification with this Court, in writing, on or before seven days prior to the date of the hearing on the Disclosure Statement. Peter O. Ozoh and Ngozi Frances Ozoh filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 15-72398) on July 14, 2015. They are represented by: W. Greer McCreedy, II, Esq. THE MCCREEDY LAW GROUP, PLLC 413 West York Street Norfolk, VA 23510 Telephone: (757) 233-0045 Facsimile: (757) 233-7661 PETROLIA ENERGY: Acquires 90% Working Interest in SUDS ------------------------------------------------------ On the effective date of Sept. 28 2016, Petrolia Energy Corporation acquired a 90% net working interest in the Slick Unit Dutcher Sands field located in Creek County, Oklahoma, based on two separate agreements, the Purchase and Sale Agreement and the Share Exchange Agreement, both between the Company and Jovian Petroleum Corporation and its subsidiaries, Jovian Resources, LLC. and SUDS Properties, LLC. The SUDS field is located in Creek County, Oklahoma, and consists of 2,600 acres. From a prior transaction Petrolia owned a 10% working interest in SUDS. At 100% working interest, based on the Company's 12-31-2015 reserve report estimates, SUDS has approximately 1.51 million barrels of proven oil equivalent (MMBoe). Purchase and Sale Agreement (50%) The Company issued two notes for a combined value of $4,000,000 in exchange for a cumulative 50% working interest in SUDS. One note is a Promissory Note for $1,000,000 bearing interest at 5% and due on Dec. 31, 2016. If full payment is not made by Dec. 31, 2016, the buyer will be entitled to extend the Note to March 31, 2017, by making a $10,000 payment in cash prior to maturity. The Promissory Note is secured by a 12.5% undivided working interest in the SUDS field. Although the note is due on Dec. 31, 2016, in the event the Company closes and financing related to the SUDS field, 50% of the net proceeds received from the financing will be applied to pay on the Note The second note is a Production Payment Note for $3,000,000 paid out of 20% of the 50% undivided interest of net revenues received by the Purchaser that are attributable to the SUDS field assets. The Purchaser shall make the production payments to seller no later than the end of each calendar month. The Production Payment Note is secured by a 37.5% undivided working interest in the SUDS field. Share Exchange Agreement (40%) The Company issued 24,308,985 shares of its restricted common stock to Jovian to acquire an additional 40% working interest ownership of SUDS. The purchase price of the shares equates to a $4,373,186 value, based on the $0.1799/share market price of Petrolia's shares on Sept. 28, 2016 (the effective date of the transaction). About Petrolia Energy Corporation Headquartered in Houston, Texas, Petrolia Energy Corporation, formerly known as Rockdale Resources Corporation. With over 80 years of operational and management experience throughout the energy industry, the Company explores oil and gas development opportunities. Petrolia Energy's core focus is on the utilization of new technology as well as the implementation of its own proprietary technologies in order to improve the recoverability of existing oil fields. As of June 30, 2016, Rockdale had $4.24 million in total assets, $1.40 million in total liabilities and $2.83 million in total stockholders' equity. Rockdale incurred a net loss of $1.85 million in 2015 following a net loss of $1.67 million in 2014. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, noting that the Company has incurred losses from operation since inception. This factor raises substantial doubt about the Company's ability to continue as a going concern. PETTY FUNERAL: Can Use ReadyCap Cash Collateral on Interim Basis ---------------------------------------------------------------- Judge Jerry C. Oldshue, Jr. of the U.S. Bankruptcy Court for the Southern District of Alabama authorized Petty Funeral Homes, LLC to use the cash collateral of ReadyCap Lending, LLC through October 18, 2016. Judge Oldshue authorized the Debtor to use the Cash Collateral solely for purpose of funding the ordinary and necessary costs of operating and maintaining its business. Judge Oldshue approved the Debtor's Budget which projects total monthly expenses of $72,661. The Debtor obtained a loan in the original principal amount of $1,444,000 from CIT Small Business Lending Corporation, and in order to secure the Debtor's obligations, the Debtor granted CIT a first priority security interest in, among other things, certain real property and any and all buildings, structures and other improvements on said real property. As further security or Debtor’s obligations under the Loan, the Debtor granted CIT first-priority security interest in certain personal property of the Debtor, including without limitation, Debtor's fixtures, furniture, equipment, inventory, accounts, and general intangibles pursuant to a Security Agreement. The Debtor also transferred and conveyed to CIT an interest in and to all leases, rents, profits and other income of any kind due or payable as a result of any use, possession, or occupancy of all or a portion of the Collateral. Subsequently, CIT sold, transferred, assigned and conveyed all of its interest in the Mortgage and other Loan Documents to ReadyCap. Judge Oldshue ordered the Debtor to: (a) segregate in the debtor-in-possession account any and all income, receipts, receivables and all forms of Cash Collateral relating to the Collateral; (b) provide weekly reports to ReadyCap of the deposits made to the DIP Account with sufficient detail for ReadyCap to determine the source of the deposited funds; and (c) provide weekly reports to ReadyCap of all payments made from the DIP Account with sufficient detail for ReadyCap to determine the source of the expense paid. Judge Oldshue granted ReadyCap with: (a) continuing liens and security interests under the terms and conditions of the Loan Documents and in the Collateral; (b) a replacement first priority perfected security interest in all Collateral generated after the Petition Date. (c) a monthly adequate protection payment of $3,500. The final hearing on the Debtor's use of cash collateral is scheduled on October 18, 2016, at 9:30 a.m. A full-text copy of the Sixth Interim Order, dated September 27, 2016, is available at https://is.gd/i4AWfe About Petty Funeral Petty Funeral Homes, LLC filed a chapter 11 petition (Bankr. S.D. Ala. Case No. 16-00454) on February 16, 2016. The petition was signed by Joe Max Petty, managing member. The case is assigned to Judge Jerry Oldshue, Jr. The Debtor is represented by Irvin Grodsky, Esq. The Debtor estimated assets of $500,000 to $1 million and debts of $1 million to $10 million. The U.S. Bankruptcy Court for the Southern District of Alabama on April 15 issued an order appointing three creditors of Petty Funeral Homes, LLC to serve on the official committee of unsecured creditors. The committee members are: (1) Gulf Coast Wilbert, (2) Gulf Coast Signet, and (3) Joyce Petty, Representative. PHH CORP: S&P Lowers ICR to 'B-'; Outlook Remains Negative ---------------------------------------------------------- S&P Global Ratings said it lowered its issuer credit ratings on PHH Corp. to 'B-' from 'B'. The outlook remains 'negative'. At the same time, S&P is affirming the rating on the senior unsecured notes at 'B' reflecting increased recovery expectations of '2' indicating S&P's expectation for 'substantial' recovery (70%-90% lower end of the range) in a default scenario, from '3'. The short-term issuer rating was affirmed at 'B' and withdrawn at the issuer's request. "The downgrade reflects the loss of business volumes and earnings prospects following the announcement that Bank of America will terminate their Private Label origination relationship with PHH," said S&P Global Ratings credit analyst Diogenes Mejia. This follows the announcement during August 2016 that HSBC had sold a significant portion of their owned mortgage servicing rights to a purchaser who did not intend to retain PHH as sub-servicer. Moreover, in April 2016, Merrill Lynch, a subsidiary of Bank of America, announced their intention to not renew its subservicing contract with PHH upon its expiration on Dec. 31, 2016. S&P believes these announcements further compound problems for PHH which is already facing a rather difficult transition due to its suboptimal scale in a high fixed cost fundamental business model. In 2015, three of PHH's private label clients generated 57% of the company's origination activity—Merrill Lynch (26%), Morgan Stanley (20%) and HSBC (11%). S&P expects the combined impact to subservicing from the HSBC and Bank of America actions will be a decline of approximately 47% of total subservicing units compared to June 30, 2016. S&P expects the losses in origination volume and sub-servicing units to be sufficient to increase leverage due to lower cash flow generation. S&P acknowledges that the company continues to have a strong liquidity position anchored by their cash balance of approximately $1 billion. PHH should also be able to cover short-term obligations, including interest payments, with operating cash flows. PHH also has enough cash on hand to cover contingencies related to mortgage loan repurchases, legal and regulatory matters, and working capital. S&P expects that PHH's liquidity sources will exceed uses by more than 1.5x during the next 24 months, and S&P expects no significant capital expenditures, debt maturities, or acquisitions. Additionally, S&P's projections indicate that, even if EBITDA were to decline by 30%, sources of cash would exceed uses while still allowing PHH to remain operational and cover its short-term obligations. The negative outlook on PHH reflects Standard & Poor's view of the uncertainty surrounding the company's fundamental business model. S&P could lower the rating in the next 12 months if capital actions or operating losses result in substantially reduced liquidity or lower capital without a reduction in debt. If PHH is able to right-size its business model, S&P could revise the outlook to stable in the next 12 months. S&P could also revise the outlook to stable if the company demonstrates that it will preserve the firm's current liquidity and capital position. PHOTOMEDEX INC: Settles Ongoing Litigation With Viatek Consumer --------------------------------------------------------------- Photomedex, Inc. and its subsidiary Radiancy, Inc., entered into a general release with Viatek Consumer Products Group, Inc., under which all parties to the Release agreed to settle the ongoing litigation between the companies. Radiancy had begun legal action against Viatek in 2013 over Viatek's Pearl and Samba hair removal products which Radiancy believed infringed the intellectual property covering Radiancy's no!no! hair removal devices. An initial suit was filed in the United States Federal Court, Southern District of New York and includes claims against Viatek for patent infringement, trademark and trade dress infringement, and false and misleading advertising. A second suit against Viatek was filed in Canada alleging trademark and trade dress infringement and false and misleading advertising. Viatek's response contained a variety of counterclaims and affirmative defenses against both Radiancy and its parent company PhotoMedex, including, among other counts, claims regarding the invalidity of Radiancy's patents and antitrust allegations regarding Radiancy's conduct. Under the Release, the parties agree to release and discharge each other from any actions, claims, liabilities, causes of action, suits and other rights of action that the parties may have had in the past, currently, or in the future, concerning the suit filed in the United States, the suit filed in Canada, and a non-binding Letter of Intent from Viatek dated Aug. 5, 2016, under which the parties had briefly explored the acquisition by Viatek of certain assets of the Company and Radiancy as a settlement method. Viatek will pay the Company and Radiancy the sum of $10 in exchange for the execution of the Release. The parties have agreed to file, and request that the respective Courts execute, an Order of Dismissal with Prejudice, or a similar pleading, of all claims in the suits within three business days of the execution of the Release. Radiancy agreed to pay the court costs, if any, involved in the filing of these Orders; the parties also agreed not to seek discretionary costs or other costs in the litigation from each other. About PhotoMedex PhotoMedex, Inc., is a global health products and services company providing integrated disease management and aesthetic solutions to dermatologists, professional aestheticians, ophthalmologists, optometrists, consumers and patients. The Company provides proprietary products and services that address skin conditions including psoriasis, vitiligo, acne, actinic keratosis, photo damage and unwanted hair, as well as fixed-site laser vision correction services at our LasikPlus(R) vision centers. PhotoMedex and its subsidiaries has entered into a second amended and restated forbearance agreement with the lenders that are parties to the credit agreement dated May 12, 2014, and with JP Morgan Chase, as administrative agent for the Lenders pursuant to which the Lender have agreed to forbear from exercising their rights and remedies with respect to certain events of default from Aug. 25, 2014, until April 1, 2016, or earlier if an event of default occurs, according to a document filed with the Securities and Exchange Commission in March 2015. Photomedex reported a net loss of $34.6 million on $75.9 million of revenues for the year ended Dec. 31, 2015, compared to a net loss of $121 million on $133 million of revenues for the year ended Dec. 31, 2014. As of June 30, 2016, Photomedex had $28.2 million in total assets, $22.6 million in total liabilities and $5.56 million in total stockholders' equity. PHOTOMEDEX INC: To Sell Consumer Products Division to ICTV ---------------------------------------------------------- PhotoMedex, Inc., and its subsidiaries Radiancy, Inc., and Radiancy (Israel) Limited, entered into an asset purchase agreement with ICTV Brands, Inc., and its subsidiary ICTV Holdings, Inc. pursuant to which ICTV will acquire PHMD's consumer products division, including its no!no! hair and skin products and the Kyrobak back pain management products and the shares of capital stock of Radiancy (HK) Limited, a private limited company incorporated under the laws of Hong Kong, and LK Technology Importacao E Exportacao LTDA, a private Sociedade limitada formed under the laws of Brazil from PHMD, for a total purchase price of $9.5 million. The closing is anticipated to occur no later than 120 days from the date of the Agreement, or by Feb. 1, 2017. Payment of Purchase Price The Purchase Price will be paid as follows: * ICTV placed $3,000,000 in immediately available funds in an escrow account in ICTV's counsel's IOLTA Trust Account to be held by ICTV's counsel as escrow agent under an escrow agreement among PHMD, ICTV and certain investors in ICTV Parent's securities. These funds will be paid to PHMD on the Closing Date of this transaction. * On or before the 90th day following the Closing Date of this transaction, ICTV will pay PHMD $2,000,000 in immediately available funds. * The remaining $4,500,000 will be paid by ICTV to PHMD under a continuing royalty on net cash (invoiced amount less sales refunds, returns, rebates, allowances and similar items) actually received by ICTV or its Affiliates from sales of the Consumer Products commencing with net cash actually received by the Purchaser or its Affiliates from and after the Closing Date of this transaction and continuing until the total royalty paid to PHMD reaches that amount. Royalty payments will be made on a monthly basis in arrears within thirty days of each month end. PHMD will receive 35% of net cash actually received by ICTV through Consumer Products sold through live television promotions less certain deductions and 6% of all other sales of Consumer Products. Acquisition of Foreign Subsidiaries As part of this Transaction, ICTV will also acquire from PHMD all of the shares of capital stock of the Foreign Subsidiaries. Shareholder Vote The sale of the Transferred Business will result in the disposition of substantially all of PHMD's assets, requiring shareholder approval of the transaction. The Company will prepare and file the appropriate documents to obtain such approval from its shareholders by Oct. 19, 2016. Additional Terms The Asset Purchase Agreement provides that ICTV will make offers of employment to certain employees of the Transferred Business and that PHMD will not solicit such employees (or any other employees of ICTV) for employment or other services for a period of five years and that PHMD will not compete with ICTV with respect to the Transferred Business for a period of five years. It also contains customary representations, warranties and covenants by the Company, each of its subsidiaries and ICTV, as well customary indemnification provisions among the parties. Closing Conditions; Termination The Closing is subject to customary closing conditions, including, without limitation, the accuracy of all representations and warranties of PHMD and ICTV, the performance of all covenants of PHMD and ICTV, the receipt of all authorizations, consents and approvals of all governmental authorities or agencies or any required consents of third parties, delivery of all documents required for the transfer of the acquired assets, including all intellectual property assignments and lease assignments and the requisite approvals of the shareholders of the Company and ICTV Parent. The Asset Purchase Agreement may be terminated by mutual written consent of the parties, by PHMD or ICTV if there has been a material misrepresentation or a breach of any covenant or agreement contained in the Asset Purchase Agreement by the other party if such material misrepresentation or breach has not been promptly cured after at least 14 day's written notice by the non-offending party, or by PHMD or ICTV if the other party has not met the conditions to closing contained in the Asset Purchase Agreement by Feb. 1, 2017. Ancillary Agreements In connection with the sale of the Transferred Business, on Oct. 4, 2016, the parties entered into an Escrow Agreement and a Transition Services Agreement. Under the Escrow Agreement, ICTV deposited $3,000,000 of the Purchase Price into an escrow account which will be released to PHMD upon closing. Under the Transition Services Agreement, PHMD will continue to provide certain accounting, benefit, payroll, regulatory, IT support and other services to ICTV for periods ranging from approximately three to up to nine months following the Closing. During those periods, ICTV will arrange to transition the services it receives to its own personnel. In consideration for such services, ICTV will pay to PHMD the documented costs and expenses incurred by PHMD in connection with the provision of those services and the documented lease costs including monthly rental and any utility charges incurred under the applicable leases and will reimburse PHMD for the documented costs and expenses incurred for the continued storage of inventory and raw materials at warehouse locations, and for services for fulfilling and shipping orders for such inventory and the payroll, employment-related taxes, benefit costs and out of pocket expenses paid to or on behalf of employees. ICTV shall also have the right to continue occupying certain portions of the Orangeburg, New York facility of PHMD's Radiancy, Inc. subsidiary for a period of time. A full-text copy of the Asset Purchase Agreement is available for free at https://is.gd/x96xQd About PhotoMedex PhotoMedex, Inc., is a global health products and services company providing integrated disease management and aesthetic solutions to dermatologists, professional aestheticians, ophthalmologists, optometrists, consumers and patients. The Company provides proprietary products and services that address skin conditions including psoriasis, vitiligo, acne, actinic keratosis, photo damage and unwanted hair, as well as fixed-site laser vision correction services at our LasikPlus(R) vision centers. PhotoMedex and its subsidiaries has entered into a second amended and restated forbearance agreement with the lenders that are parties to the credit agreement dated May 12, 2014, and with JP Morgan Chase, as administrative agent for the Lenders pursuant to which the Lender have agreed to forbear from exercising their rights and remedies with respect to certain events of default from Aug. 25, 2014, until April 1, 2016, or earlier if an event of default occurs, according to a document filed with the Securities and Exchange Commission in March 2015. Photomedex reported a net loss of $34.6 million on $75.9 million of revenues for the year ended Dec. 31, 2015, compared to a net loss of $121 million on $133 million of revenues for the year ended Dec. 31, 2014. As of June 30, 2016, Photomedex had $28.2 million in total assets, $22.6 million in total liabilities and $5.56 million in total stockholders' equity. PICO HOLDINGS: Bloggers Note Chairman's 6-Month Milestone --------------------------------------------------------- PICO Holdings, Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a diversified holding company reporting recurring losses since 2008. PICO owns 57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water Company, Inc., a securities portfolio and various interests in small businesses. PICO has $662 million in assets and $426 million in shareholder equity. Central Square Management LLC and River Road Asset Management LLC collectively own more than 14% of PICO. Other activists at http://ReformPICONow.com/have taken to the Internet to advance the shareholder cause. The bloggers note that PICO Chairman, Raymond Marino, asked shareholders for 6 months to get up to speed. The bloggers say: "Six months have passed. The only significant improvements at PICO Holdings have come from the efforts of shareholders. Large decisions are not made. Small decisions are not made. Assets are not sold. Capital is not returned to shareowners. The only significant decision made by this Board so far relates to Synthonics. We view retention of the Synthonics stake as a capital allocation failure and a violation of shareholder will -- given that former Director Kenneth J. Slepicka was just thrown off the Board by PICO shareowners. Last post, we reminded readers that Delaymond "took the liberty" of lunching with UCP executives before the PICO Annual Meeting. He also mentioned having visited the UCP East Garrison master plan community in Monterey, California. While this may sound like dedication, Delaymond's golf course residence is only a 26-minute drive from the East Garrison spread. That's not exactly putting yourself out, Ray. Delaymond is a rare bird in the world of corporate governance: he is a non-elected Chairman of the Board. Delaymond was nominated by Robotti & Company, which owns about 1% of PICO shares. He was brought on when the Board was in chaos, as one Legacy Director had just departed and two more were departing. Delaymond did not face shareowner election in 2016, due to the Board's abusive decision to declassify incrementally. Delaymond is on the record as stating that the Board will be declassified before the 2017 Annual Meeting. Thereafter, Delaymond will be an elected Chairman -- or not. There once was a Chairman named Ray. He was paid roughly $550 per day. Ray said, 'Give me half a year. I'll make shareholders cheer.' But all he produced was delay." PICO HOLDINGS: Bloggers Say UCP Goes Defensive ---------------------------------------------- PICO Holdings, Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a diversified holding company reporting recurring losses since 2008. PICO owns 57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water Company, Inc., a securities portfolio and various interests in small businesses. PICO has $662 million in assets and $426 million in shareholder equity. Central Square Management LLC and River Road Asset Management LLC collectively own more than 14% of PICO. Other activists at http://ReformPICONow.com/have taken to the Internet to advance the shareholder cause. The bloggers, after analyzing UCP's latest financial statements, believe that UCP has gone defensive. The bloggers note that UCP recently sold an underperforming community. "In Q2 2016, UCP entered into a contract to sell its unfinished lots at the Sundance community in Bakersfield, California. The 65 lots were written down by $2.1 million ($32,307 per lot), while the completed and partially completed homes were written down by $300,000. Total impairment: $2.4 million. The sale of the 65 unfinished lots is expected to close by the end of 2016." The bloggers observe that UCP is not replenishing its lot inventory. "Page 26 of the UCP 10-Q contains the following disclosure under 'Purchase Commitments': 'As of June 30, 2016, we had outstanding $3.0 million of cash deposits pertaining to purchase or option contracts for 628 optioned lots with an aggregate remaining purchase price of approximately $27.6 million. As of December 31, 2015, we had outstanding $3.8 million of cash deposits pertaining to purchase or option contracts for 1,127 lots with an aggregate remaining purchase price of approximately $80.1 million.' UCP's cash deposits for lots went from $3.8 million to $3 million (down $800K). Optioned lots went from 1,127 to 628 (down 500 lots). Aggregate remaining purchase price went from $80.1 million to $27.6 million (down $52.5 million). A decline in real estate purchase commitments is not normal in today's homebuilding industry. Yes, the reduction is due to UCP exercising the options and building the homes. But the purchase commitments are not being replaced. In other words, UCP is selling inventory, but not replenishing inventory. Today, pretty much all homebuilder executives wax positive about industry conditions. And most homebuilders are growing their real estate inventory balances, including lots under contract. That UCP''s optioned lot count is shrinking runs directly contrary to its competitors and the current momentum in the industry. This is especially true given that UCP operates in some of the best markets in the country. There are only two other publicly traded homebuilders that are shrinking their land position and both are financially distressed: Hovnanian Enterprises (Moody's CFR Caa2) and Beazer Homes (Moody's CFR B3). Lots owned and controlled is an important figure for homebuilders -- it is forward-looking. It takes about 2 years for a homebuilder to go from unfinished lot to home sale. Where is UCP going to be in 2 years, given its declining land inventory position?" The bloggers continue by doing some lot inventory math. "UCP delivered 364 homes during the first six months of 2016. But at the expense of being repetitive, that UCP has not replaced these delivered lots and then some, is unusual. It is even more abnormal considering that UCP tells investors it has a 40% net debt to capital ratio – which if true, would put UCP at the conservative end of the homebuilder industry. If UCP is so financially strong, why isn't it laying the groundwork for growth? And if it's not planning to grow, why isn't capital being returned to shareholders?" The bloggers cite the "years supply" metric to buttress their argument. "Check out this disclosure from the UCP 2015 10-K: 'As of December 31, 2015, we had an 8.4 year supply of owned or controlled lots based on 2015 deliveries.' And here is the Q2 disclosure from the latest 10-Q: 'As of June 30, 2016, we owned or controlled a total of 5,547 residential lots, a 7.0 year supply based on the last twelve month's deliveries of 789 homes.' Lot supply has declined from 8.4 years to 7 years in just 6 months. Seven years of supply is not abnormal for today's homebuilders. And the decline is partly due to UCP's rapid revenue growth during the measurement period. But again, the sharp decline is unusual. Given UCP's profile, one would expect supply to be increasing, or at least flat. UCP is growing revenue rapidly. UCP is selling inventory quickly. UCP is not replacing the inventory it sells. This is highly unusual given favorable homebuilder industry conditions, UCP's rapid sales momentum, its high growth markets and the behavior of UCP's competitors -- almost all of whom are growing real estate inventory. We don't know what UCP executives told the PICO Directors when they met last month. But these measures are enormously important and need some explaining. The future course of UCP depends on them." PINNACLE ENTERTAINMENT: S&P Affirms 'BB-' Rating on 5.625% Notes ---------------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' issue-level rating, with a recovery rating of '3', on Las Vegas-based gaming operator Pinnacle Entertainment Inc.'s 5.625% senior notes due 2024. The affirmation follows the company's announcement that it is seeking to add on $125 million to the unsecured notes, which would bring the total notes issuance to $500 million. Pinnacle plans to use proceeds from the add-on to repay borrowings under its $400 million revolving credit facility due 2021. The company drew down under this facility to fund the acquisition of the operations of The Meadows Racetrack and Casino on Sept. 9, 2016. S&P's 'BB-' corporate credit rating and negative outlook on Pinnacle are unchanged. This transaction is a debt-for-debt exchange and, as a result, has a minimal impact on S&P's base-case credit measures. Although the notes add-on will modestly reduce recovery prospects for unsecured lenders, S&P's recovery rating on the notes remains '3', indicating its expectation for meaningful recovery (50% to 70%; capped; upper half of the range). This is because S&P caps the recovery rating on unsecured debt of issuers with a corporate credit rating in the 'BB' rating category even though S&P's estimated recovery on Pinnacle's unsecured notes would indicate recovery in the 70% to 90% range (compared to estimated recovery in the 90% to 100% range prior to the add-on). The cap addresses the fact that these creditors' recovery prospects are at greater risk of impairment by the issuance of additional priority or pari passu debt prior to a default. RECOVERY ANALYSIS Key Analytical Factors -- S&P's recovery rating on the senior secured credit facility (consisting of a $400 million revolver due 2021, $185 million term loan A due 2021, and $300 million term loan B due 2023) remains unchanged at '1'. S&P's recovery rating on the upsized senior unsecured notes ($500 million pro forma for the transaction) remains unchanged at '3'. S&P's simulated default scenario contemplates a default in 2020 driven by prolonged economic weakness, significantly greater competitive pressures across the company's various markets, and a reduced interest in gaming as a form of entertainment. In addition, S&P believes the large-fixed rent payment to Gaming & Leisure Properties Inc. reduces operating flexibility, potentially leading to greater cash flow volatility. S&P assumes that 85% of the $400 million revolver is drawn at the time of default. -- S&P assumes a reorganization at default using an emergence multiple of 7x to value the company, reflecting its diversified gaming portfolio. Simulated Default Assumptions -- Year of default: 2020 -- EBITDA at emergence: $180 million -- EBITDA multiple: 7x Simplified Waterfall -- Net enterprise value (after 5% admin. costs): $1.2 billion -- Secured debt: $775 million -- Recovery expectation: 90% to 100% -- Senior unsecured debt: $515 million -- Recovery expectations: 50% to 70% (capped; upper half of the range) Note: All debt amounts include six months of prepetition interest. RATINGS LIST Pinnacle Entertainment Inc. Corporate Credit Rating BB-/Negative/-- Affirmed; Recovery Rating Unchanged Pinnacle Entertainment Inc. $500 mil. 5.625% notes due 2024 Senior Unsecured BB Recovery Rating 3H PIONEER BREAKER: Taps William T. Peckham as Legal Counsel --------------------------------------------------------- Pioneer Breaker & Control Supply, Co. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire the Law Office of William T. Peckham as its legal counsel. The services to be provided by the firm include advising Pioneer Breaker regarding its duties as a debtor, and assisting it in the preparation of a Chapter 11 plan of reorganization. William Peckham, Esq., will be paid an hourly rate of $250 for his services. In a court filing, Mr. Peckham disclosed that he has no special connection with Pioneer Breaker's creditors or their attorneys and accountants. The firm can be reached through: William T. Peckham, Esq. Law Office of William T. Peckham 1104 Nueces Street, Suite 104 Austin, TX 78701-2106 Tel: (512)472-8126 Fax: 512-47801790 Email: wpeckham@peckhamlawaustin.com About Pioneer Breaker Pioneer Breaker & Control Supply, Co. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W. D. Texas Case No. 16-11095) on 16-11095. The petition was signed by September 21, 2016. The case is assigned to Judge Tony M. Davis. At the time of the filing, the Debtor disclosed $501,000 in assets and $1.58 million in liabilities. PJ ROSALY: Hires Conde & Associates as Attorney ----------------------------------------------- P.J. Rosaly Enterprises, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ the Law Offices of C. Conde & Associates as attorney to the Debtor. P.J. Rosaly requires Conde & Associates to: a. advise the Debtor with respect to its duties, powers and responsibilities in the case under the laws of the U.S. 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 for proposing 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 Debtor asserts 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 and involvement with Debtor's business, including but not limited to notarial services; g. employ other professional services, if necessary. Conde & Associates will be paid at these hourly rates: Carmen D. Conde Torres $300 Associates $275 Junior Attorney $250 Paralegal $150 Conde & Associates will be paid a retainer in the amount of $30,000. Conde & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Carmen D. Conde Torres, member of the Law Offices of C. Conde & 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. Conde & Associates can be reached at: Carmen D. Conde Torres, Esq. LAW OFFICES OF C. CONDE & ASSOCIATES 254 San Jose Street, 5th Floor Old San Juan, PR 00901-1523 Tel: (787) 729-2900 Fax: (787) 729-2203 E-mail: condecarmen@condelaw.com About P.J. Rosaly P.J. Rosaly Enterprises, Inc. dba Islandwide Express filed a chapter 11 petition (Bankr. D.P.R. Case No. 16-07690) on September 28, 2016. The petition was signed by Ivan Marin, president. The Debtor is represented by Carmen D. Conde Torres, Esq. and Luisa S. Valle Castro, Esq., at C. Conde & Associates. The Debtor estimated assets and liabilities at $1 million to $10 million at the time ofthe filing. The Debtor is specialized in providing next day, same day delivery services to its clients, as well as temperature controlled deliveries. It is also engaged by the main banks in the island and provide internal messenger and clearing house services to these institutions. There are two related parties to this company: Islandwide Logistics, Inc. and HME Holdings, Inc. Together, they form the Islandwide Group. POSTMEDIA NETWORK: Moody's Hikes Corporate Family Rating to Caa1 ---------------------------------------------------------------- Moody's Investors Service upgraded Postmedia Network Inc.'s corporate family rating (CFR) to Caa1 from Caa2, probability of default rating (PDR) to Caa1-PD/LD from Ca-PD, speculative grade liquidity rating to SGL-3 from SGL-4, and assigned a B2 rating to the company's amended and extended first lien notes due July 2021. Moody's also changed the ratings outlook to stable from negative. The B1 and Caa3 ratings on the prior first lien notes due August 2017 and second lien notes due July 2018, respectively, have been withdrawn. The rating action arises from Postmedia's announcement on October 5, 2016 that it has closed the recapitalization transaction that reduced total debt by C$307 million and annual cash interest by about C$50 million. Postmedia repaid C$78 million at par on its prior first lien notes due August 2017 and extended the maturity to July 2021, using proceeds from new US$84.4 million second lien PIK notes (unrated) due July 2023, and converted about US$269 million of second lien notes due July 2018 to equity. The transaction constituted a distressed exchange, which is an event of default under Moody's definition of default, and Moody's appended the /LD limited default indicator to Postmedia's PDR. This will remain for one business day. "The upgrade of Postmedia's CFR and the ratings outlook change to stable reflect the material reduction in debt and the elimination of refinancing risk until July 2021, which provides the company with some flexibility to address its continuing print revenue decline with increased digital revenue" said Peter Adu, Moody's AVP. Ratings Upgraded: -- Corporate Family Rating, to Caa1 from Caa2 -- Probability of Default Rating, to Caa1-PD/LD from Ca-PD -- Speculative Grade Liquidity, to SGL-3 from SGL-4 Ratings Assigned: -- C$225 million 8.25% First Lien Notes due July 2021, B2 (LGD2) Ratings Withdrawn: -- C$303 million 8.25% First Lien Notes due August 2017, WR -- US$269 million 12.5% Second Lien Notes due July 2018, WR Outlook Action: -- To Stable from Negative RATINGS RATIONALE Postmedia's Caa1 CFR primarily reflects high business risk from a continuing steep revenue decline from its traditional Canadian newspaper business, and weak ability to generate replacement revenue from digital content. The rating considers that digital's low entry barriers and non-existent geographic boundaries will limit the company's potential to compensate for the decline in print revenue. The rating incorporates the company's leading position in the Canadian newspaper market and its improved leverage (adjusted Debt/EBITDA to 5.9x from 9.5x, including ongoing restructuring costs) following the recapitalization transaction. Postmedia has adequate liquidity (SGL-3). This is supported by cash of about C$22 million at Q3/2016 (May 2016) and Moody's free cash flow expectation of around $7 million for the next four quarters, which together will be sufficient to satisfy minimum debt payments of about C$10 million in this timeframe. The company does not have a revolving credit facility and has limited alternative liquidity as individual asset sale proceeds above C$10 million must be used to repay debt rather than enhance liquidity. The stable outlook reflects Postmedia's improved operational flexibility given its reduced cash interest burden and lack of refinancing risk until July 2021. The stable outlook also considers that the company's liquidity will be sufficient to support its operations through the next four quarters. A ratings upgrade may be considered if the company stabilizes revenue and EBITDA, and sustains adjusted Debt/EBITDA below 5x. The ratings may be downgraded if free cash flow becomes negative on a consistent basis, or if adjusted Debt/EBITDA is likely to be sustained above 8x. The principal methodology used in these ratings was Global Publishing Industry published in December 2011. Postmedia Network Inc. is the largest publisher by circulation of English language daily newspapers in Canada. Revenue for the last twelve months ended May 31, 2016 was C$909 million. The company is headquartered in Toronto. PRATT WELL SERVICE: Seeks to Hire Hamm Auction as Realtor --------------------------------------------------------- Pratt Well Service, LLC seeks approval from the U.S. Bankruptcy Court for the District of Kansas to hire a realtor in connection with the sale of its real estate in Pratt and Kingman Counties. The Debtor proposes to hire Hamm Auction and Real Estate and pay the firm a commission of 5% of the gross sale price. Hamm Auction does not hold any interests adverse to the Debtor's bankruptcy estate and is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. Hamm Auction's address is: Hamm Auction and Real Estate 107 S. New Street Pratt, KS 67124 Phone: (620) 672-6996 About Pratt Well Service LLC Pratt Well Service, LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Kan. Case No. 16-11224) on June 30, 2016. The Hon. Robert E. Nugent presides over the case. Klenda Austerman LLC represents the Debtor as counsel. In its petition, the Debtor estimated $7.47 million in assets and $4.94 million in liabilities. The petition was signed by Kenneth C. Gates, president. PRODUCTION PEOPLE: Disclosures Conditionally OK'd; Nov. 10 Hearing ------------------------------------------------------------------ The Hon. Mary Grace Diehl of the U.S. Bankruptcy Court for the Northern District of Georgia has conditionally approved Production People, LLC's disclosure statement dated Aug. 26, 2016. A hearing to consider confirmation of the plan of reorganization and to consider final approval of the Disclosure Statement will be held at 10:30 a.m. on Nov. 10, 2016. The deadline for filing written objections to the Disclosure Statement or the Plan will be no later than 4:00 p.m. on Nov. 5, 2016. The deadline for casting ballots to accept or reject the Plan will be Nov. 5, 2016. As reported by the Troubled Company Reporter on Sept. 22, 2016, the Debtor filed with the Disclosure Statement describing the Debtor's Plan, which provides that the Debtor will pay all claims from the Debtor's postpetition income. Holders of allowed Class 4 Unsecured Claims will have these options: (a) Allowed Unsecured Claims will be paid in full in equal quarterly installments starting with the first quarter following the Effective Date over a 10-year period and interest will accrue at the rate of 2% annually; (b) holders of Allowed Unsecured Claim may affirmative elect to reduce their Allowed Unsecured Claim and receive a distribution equivalent to 60% of the Allowed Unsecured Claim paid in equal quarterly installments paid over a five-year period. Creditors that do not affirmatively elect the alternative treatment and agree to reduce their allowed claim will be paid in full by quarterly payments over a 10-year period. About Production People Production People LLC is a Georgia corporation with its office and principal place of business located at 4719 Fulton Industrial Boulevard, SW, Atlanta, GA 30336. The Debtor started operations in September 2004. The Debtor's primary shareholder is Andrew McDonald. Mr. McDonald is also the chief executive officer. Rodney Vann is the Debtor's vice-president and general manager and Lori Kirby is the business services manager. The Debtor is a nationally renowned production solutions company, specifically focusing on high end production services and advanced skill is audio visual production services. Providing a wide range of services including, without limitation, complete production management for events, awards banquets, boutique productions, galas and fundraisers, social events, trade shows and traditional audio visual services. The Debtor also offers an in-house inventory of audio, video and lighting equipment, Debtor also provides creative design services. The Debtor filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-57380), on April 28, 2016. The petition was signed by Andrew McDonald, president and CEO. The Debtor's counsel is M. Denise Dotson, Esq., at M. Denise Dotson, LLC. The Debtor estimated assets at $100,001 to $500,000 and liabilities at $500,001 to $1 million at the time of the filing. Q PATENTS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Q Patents, Inc. 35 Hugus Alley, Suite 210 Pasadena, CA 91103 Case No.: 16-23244 Chapter 11 Petition Date: October 6, 2016 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Ernest M. Robles Debtor's Counsel: David L. Neale, Esq. LEVENE, NEALE, BENDER, YOO & BRILL LLP 10250 Constellation Blvd Ste 1700 Los Angeles, CA 90067 Tel: 310-229-1234 Fax: 310-229-1244 E-mail: dln@lnbyb.com Total Assets: $1,000,000 Total Debts: $123,926 The petition was signed by Brian Yates, president. A copy of the Debtor's list of two unsecured creditors is available for free at http://bankrupt.com/misc/cacb16-23244.pdf QUINN'S JUNCTION: Wants to Use Cash Collateral Until Jan. 31 ------------------------------------------------------------ Quinn's Junction Properties, LC, asks the U.S. Bankruptcy Court for the District of Utah for authorization to use cash collateral through Jan. 31, 2017. The Debtor owns real property improved with facilities including a film studio, soundstages, production offices and related structures. The real property is managed and operated by the Debtor's wholly-owned subsidiary, Park City Film Studios Development Company, LC. The Debtor relates that the real property generates rental income which constitutes cash collateral of the Debtor's creditors. The Debtor tells the Court that it obtained an initial round of post-petition financing from R3 Media Corporation in the amount of $100,000. The Debtor anticipates obtaining additional loans as needed from R3 Media. The Debtor further tells the Court that the loans from R3 Media provide the primary source for funding payment of post-petition operating expenses and/or administrative expenses. The Debtor contends that it obtained a construction loan secured by a first position deed of trust on the real property from the Bank of Utah. It further contends that the Bank of Utah's claim secured by the property is approximately $4 million. The Debtor adds that Quinn Capital Partners, LLC, with its principal Gary Crandall and entities owned by Mr. Crandall including Newpark Retail, LLC, and Harmony Health, LLC, collectively known as Quinn Capital, assert second and third liens on the Real Property. While the Debtor has disputed both of Quinn Capital’s asserted liens, as well as the alleged interest payments and fees associated with the asserted liens, the Debtor acknowledges that the Bank of Utah has a senior lien on rents and other income from the real property. Quinn Capital asserts a junior lien on the rents. The Debtor's proposed Budget covers the period from Nov. 1, 2016 to Jan. 31, 2017. The Budget provides for total estimated cash expenditures in the amount of $128,247. The Debtor relates that as rental income is acquired, it will use the additional income to reduce its debt obligations, thereby providing the Bank of Utah and Quinn Capital with adequate protection. The Debtor says that it entered into a Court-approved adequate protection stipulation with the Bank of Utah, which provides that the Debtor will make interest-only payments of $23,883.30 per 30-day month to the Bank of Utah, pursuant to the Bank of Utah's secured loan. A full-text copy of the Debtor's Motion, dated Oct. 5, 2016, is available at http://bankrupt.com/misc/QuinnsJunction2016_1624458_136.pdf About Quinn's Junction Properties Quinn's Junction Properties, LC, filed a chapter 11 petition (Bankr. D. Utah Case No. 16-24458) on May 23, 2016. The petition was signed by Michael Martin, chief restructuring officer. George B. Hofmann, Esq., at Cohne Kinghorn PC, serves as the Debtor's general bankruptcy counsel. Stanley J. Preston, Esq., at Preston & Scott, LLC, serves as its special litigation counsel. The case is assigned to Judge Joel T. Marker. The Debtor estimated both assets and liabilities in the range of $10 million to $50 million. QVL PHARMACY: Court Denies Approval of Amended Disclosure Statement ------------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts has denied approval of QVL Pharmacy Holdings, Inc.'s amended disclosure statement explaining the Debtor's amended Chapter 11 plan of reorganization, and has cancelled the hearing scheduled for Oct. 13, 2016. According to court, the Amended Disclosure Statement explaining the Debtor's August 24, 2016, is moot in light of the Debtor's filing a further Amended Disclosure Statement and Motion to Approve. As reported by the Troubled Company Reporter on Sept. 21, 2016, the Debtor filed with the Court an amended disclosure statement for the Debtor's amended Chapter 11 plan of reorganization dated Aug. 24, 2016. Under that plan, allowed Class 3 General Unsecured Claims are impaired. Allowed Class 3 General Unsecured Claim would receive a pro rata share of distributions from the liquidating trust. Allowed Class 3 Unsecured Claims would be paid a pro rata share of an estimated $113,150 distribution. The foregoing estimate is based on a 15% recovery by the Liquidating Trust on the accounts receivable (15% of $754,324). About QVL Pharmacy QVL Pharmacy Holdings, Inc., based in Boston, Massachusetts, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 15-14983) on Dec. 29, 2015. Prior to the Petition Date, the Debtor operated a chain of retail pharmacies in Texas and Louisiana specializing in hard-to-find medications (including controlled medications) and dispensing written prescriptions. By December 31, 2014, the Debtor had closed or sold all of its operating pharmacies and now has a plan to develop its intellectual property and knowhow into a software product for sale or license to retail pharmacies. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. The petition was signed by Chad Collins, director. The Hon. Frank J. Bailey presides over the case. The Debtor is represented by Stephen F. Gordon, Esq., Todd B. Gordon, Esq., and Katherine P. Lubitz, Esq., at The Gordon Law Firm LLP. The Debtor has tapped Robert P. Mahoney at Hillcrest Capital as Chief Restructuring Officer. No Official Committee of Unsecured Creditors was appointed in this case. R.R. DONNELLEY: S&P Lowers CCR to 'B+', Off CreditWatch Negative ---------------------------------------------------------------- S&P Global Ratings said that it lowered its corporate credit rating on Chicago-based print, digital, and supply chain solutions company R.R. Donnelley & Sons Co. to 'B+' from 'BB-' and removed the ratings on the company from CreditWatch, where it had placed them with negative implications on Aug. 4, 2015. The rating outlook is stable. At the same time, S&P lowered its issue-level rating on the company's senior unsecured debt to 'B+' from 'BB-'. The '4' recovery rating is unchanged, indicating 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 also assigned its 'BB' issue-level rating and '1' recovery rating to the company's proposed $800 million senior secured revolving credit facility due 2021. The '1' recovery rating indicates S&P's expectation for very high (90%-100%) recovery of principal in the event of a payment default. "The 'B+' corporate credit rating reflects the structural decline and intense price competition in the print industry, our uncertainty regarding R.R. Donnelley's long-term growth prospects, the company's significant scale and good product and service diversity, and our adjusted leverage forecast of 4.5x in 2017," said S&P Global Ratings' credit analyst Minesh Patel. The stable rating outlook reflects S&P's expectation R.R. Donnelley will repay more than $1.5 billion of debt over the next 12-18 months. S&P also expects adjusted leverage in the low- to mid-4x range in 2017. S&P could lower the corporate credit rating if the company's revenue or profitability declines such that S&P expects leverage to rise to the mid- to high-4x range. S&P could also consider a downgrade if the company initiates any shareholder-rewarding programs or pursues large acquisition that changes S&P's view of its financial policy. Although an upgrade is unlikely over the next 12 months, S&P could raise the rating if it is convinced that adjusted leverage will decline to below 3.75x, revenue will grow in the low-single-digit percentage area, and if S&P believes the company will maintain adjusted margins above 9%. RAHMANIA PROPERTIES: Has Until December 21 to File Plan ------------------------------------------------------- Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the Eastern District of New York extended the exclusive periods for Rahmania Properties LLC to file a plan of reorganization and solicit acceptances to the plan through December 21, 2016, and February 20, 2017, respectively. As reported by the Troubled Company Reporter, the Debtor asked the Court for an extension so that it will have sufficient time to formulate, file and confirm a plan of reorganization. About Rahmania Properties Rahmania Properties LLC, owns and operates a mixed-use property located at 40-32/34/36 74th Street, Queens, New York. Rahmania Properties filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 15-43971) on August 28, 2015, listing $6.8 million in assets and $3.3 million in liabilities. The petition was signed by Mohammed A. Rahman, president. Hon. Elizabeth S. Stong presides over the case. The Debtor is represented by Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C. RANCHO PALOMITA: Hires Mancini as Accountant -------------------------------------------- Rancho Palomita Advisors, LLC, seeks authority from the U.S. Bankruptcy Court for the District of Arizona to employ Mancini, CPA, PLLC as accountant to the Debtor. Rancho Palomita requires Mancini to prepare tax returns and other financial documents necessary for the Debtor. Mancini will be paid at the rate of $750 per year. David Mancini, member of Mancini CPA, 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. Mancini can be reached at: David Mancini MANCINI CPA, PLLC 6075 E. Grant Road Tucson, AZ 85712 Tel: (520) 296-0800 Fax: (520) 296-3020 E-mail: dmancini@crawfordmancini.com About Rancho Palomita Rancho Palomita Advisors, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 16-04036) on April 14, 2016. The petition was signed by Richard A. Spross, managing member. The Debtor is represented by Eric Slocum Sparks, Esq., at Eric Slocum Sparks PC. The case is assigned to Judge Scott H. Gan. The Debtor disclosed zero assets and total debts of $1.62 million. No official committee of unsecured creditors has been appointed in the case. RAY PLEDGER: Hearing on Disclosures Set For Nov. 1 -------------------------------------------------- The Hon. Marian F. Harrison of the U.S. Bankruptcy Court for the Middle District of Tennessee has scheduled for Nov. 1, 2016, at 9:00 a.m. the hearing to consider the approval of Ray A. Pledger and Peggy G. Pledger's disclosure statement. The Debtors filed the Disclosure Statement and plan of reorganization on Sept. 26, 2016. Oct. 28, 2016, is the deadline for filing objections to the Disclosure Statement. The Debtors' Chapter 11 plan proposes to pay holders of general unsecured claims (Class 4-A) $233.97 per month beginning on the 10th day of the month following the effective date and ending on the 60th month after the effective date. Total payout to general unsecured creditors is $14,037. The Plan will be funded by the income Mr. Pledger receives from the Social Security Administration and from Ms. Pledger's employment as a certified nurse technician. The Debtors anticipate that Mr. Pledger will be able to return to preaching as his health continues to improve, which will add additional monthly income. A full-text copy of the Disclosure Statement dated September 26, 2016, is available at http://bankrupt.com/misc/15-05402-50.pdf Ray A. Pledger and Peggy G. Pledger filed for Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 15-05402) on Aug. 5, 2015, and is represented by Steven L. Lefkovitz, Esq. RD3J LTD: Court Allows Use of PlainsCapital Cash Until Dec. 31 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas approved the Stipulation executed between RD3J, Ltd., and PlainsCapital Bank extending the Debtor's ability to use cash collateral under the terms of the Interim Cash Collateral Order and the amended Budget, until Dec. 31, 2016, or such time that the Debtor defaults under the terms of the Interim Cash Collateral Order, whichever occurs earlier. A full-text copy of the Stipulation, dated Oct. 5, 2016, is available at http://bankrupt.com/misc/RD3JLtd2015_1570184_202.pdf PlainsCapital Bank is represented by: Vicki M. Skaggs, Esq. ATLAS, HALL & RODRIGUEZ LLP 818 Pecan Blvd. McAllen, TX 78501 Telephone: (956) 682-5501 Edinburg, Texas-based RD3J, Ltd., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 15-70184) on April 6, 2015. The Hon. Richard S. Schmidt oversees the case. The Debtor tapped Antonio Villeda, Esq. -- avilleda@mybusinesslawyer.com -- of The Villeda Law Group, as bankruptcy counsel, and Jeannette Smith, CPA, CGMA of Long Chilton, LLP as accountant. RECYCLING INC: Seeks to Expand Scope of Pellegrino Employment ------------------------------------------------------------- Recycling, Inc. asked the U.S. Bankruptcy Court for the District of Connecticut to allow The Pellegrino Law Firm, P.C. to provide additional services. In its application, Recycling asked the court to allow its special counsel to represent it in a lawsuit filed against Devon Power, LLC and The Connecticut Light and Power Co. The lawsuit seeks a "perpetual easement of necessity" from the defendants to use, maintain and repair utility service lines and pipes to Recycling's property. The court on May 2 authorized Recycling to hire Pellegrino to represent it in three zoning and land use matters with respect to its real property in Milford, Connecticut. Pellegrino has been providing legal services on an hourly rate basis and has agreed to be compensated by Gus Curcio, Recycling's principal. The firm does not hold or represent any interests adverse to Recycling or its bankruptcy estate, according to court filings. Pellegrino can be reached through: Stephen R. Bellis, Esq. Pellegrino Law Firm, P.C. 475 Whitney Avenue New Haven, CT 06511 Toll Free: 888-265-4698 Fax: 203-777-2096 About Recycling Inc. Recycling, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 16-30110) on January 26, 2016. The petition was signed by Gus Curcio, Sr., president. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. RENNOVA HEALTH: Appoints Seamus Lagan Interim CFO ------------------------------------------------- Rennova Health, Inc.'s Board of Directors has appointed Seamus Lagan, the Company's chief executive officer, as the Company's interim chief financial officer, as disclosed in a Form 8-K report filed with the Securities and Exchange Commission. About Rennova Rennova Health, Inc. is a vertically integrated provider of a suite of healthcare related products and services. Its principal lines of business are diagnostic laboratory services, and supportive software solutions and decision support and informatics operations services. As of June 30, 2016, Rennova had $18.4 million in total assets, $29.3 million in total liabilities and a $10.9 million total stockholders' deficit. The Company reported a net loss attributable to the Company's common shareholders of $36.4 million following net income attributable to the Company's common shareholders of $2.81 million. "Although our financial statements have been prepared on a going concern basis, we have recently accumulated significant losses and have negative cash flows from operations, which raise substantial doubt about our ability to continue as a going concern. "If we are unable to improve our liquidity position we may not be able to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result if we are unable to continue as a going concern and, therefore, be required to realize our assets and discharge our liabilities other than in the normal course of business which could cause investors to suffer the loss of all or a substantial portion of their investment," the Company stated in its annual report for the year ended Dec. 31, 2015. RENNOVA HEALTH: Enters Into Transition Agreement with Former CFO ---------------------------------------------------------------- As previously announced, Rennova Health, Inc., and Jason Adams, its chief financial officer, agreed that he would be leaving the Company effective Sept. 30, 2016, to pursue other interests. The Company and Mr. Adams entered into an Executive Transition and Separation Agreement and General Release effective Oct. 6, 2016. Under the Transition Agreement, Mr. Adams agreed to assist in the transition of duties and to remain available as a consultant for a period of three months to ensure a complete transition. Mr. Adams will be paid $8,000 per month during that three-month period. He will also receive a grant of 83,333 shares of the Company's common stock under the 2007 Incentive Award Plan. Mr. Adams' health insurance will be continued through Nov. 30, 2016, including payment of 100% of the premiums for family dependent coverage. In addition, Mr. Adams granted the Company a full and general release. About Rennova Rennova Health, Inc. is a vertically integrated provider of a suite of healthcare related products and services. Its principal lines of business are diagnostic laboratory services, and supportive software solutions and decision support and informatics operations services. As of June 30, 2016, Rennova had $18.4 million in total assets, $29.3 million in total liabilities and a $10.9 million total stockholders' deficit. The Company reported a net loss attributable to the Company's common shareholders of $36.4 million following net income attributable to the Company's common shareholders of $2.81 million. "Although our financial statements have been prepared on a going concern basis, we have recently accumulated significant losses and have negative cash flows from operations, which raise substantial doubt about our ability to continue as a going concern. "If we are unable to improve our liquidity position we may not be able to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result if we are unable to continue as a going concern and, therefore, be required to realize our assets and discharge our liabilities other than in the normal course of business which could cause investors to suffer the loss of all or a substantial portion of their investment," the Company stated in its annual report for the year ended Dec. 31, 2015. RENNOVA HEALTH: To Acquire 85% Equity Interest in Genomas --------------------------------------------------------- Rennova Health, Inc., announced that it had entered into a stock purchase agreement to acquire the remaining outstanding equity securities of Genomas, Inc., that the Company did not already own, representing approximately 85% of the outstanding equity interests in Genomas, for 1,750,000 shares of the Company's newly designated Series F Convertible Preferred Stock. Genomas is a biomedical company that develops PhyzioType Systems for DNA-guided management and prescription of drugs used to treat mental illness, pain, heart disease, and diabetes. The Company had previously announced that on July 19, 2016, it acquired approximately 15% of the outstanding equity of Genomas from Hartford Healthcare Corporation, along with approximately $1.5 million of notes payable to Hartford and certain rights to and license participation in technology that is used by Genomas, for $250,000 in cash. Under the terms of the Purchase Agreement, the Company also agreed to assume approximately $0.8 million of indebtedness and other obligations of Genomas. The closing of this acquisition is subject to, among other things, receipt of regulatory and licensure approvals as well as other customary closing conditions. The Company anticipates that the transaction will close early in the fourth quarter of 2016. The Series F Preferred Stock has an aggregate stated value of $1,750,000, and is convertible into shares of the Company's common stock at any time after the one-year anniversary of the closing date at a conversion price per common share equal to the greater of $1.95 or the average closing sales price of the Company's common stock for the 10 trading days immediately preceding the conversion. The maximum number of common shares issuable upon the conversion of the Series F Preferred Stock is 897,436. Holders of the Series F Preferred Stock have voting rights together with the holders of the Company's common stock as a single class, with each share of Series F Preferred Stock having one vote. The issuance of the shares of Series F Preferred Stock will be exempt from the registration requirements of the Securities Act of 1933, as amended, in accordance with Section 4(a)(2) thereof, as a transaction by an issuer not involving a public offering. About Rennova Rennova Health, Inc., is a vertically integrated provider of a suite of healthcare related products and services. Its principal lines of business are diagnostic laboratory services, and supportive software solutions and decision support and informatics operations services. As of June 30, 2016, Rennova had $18.4 million in total assets, $29.3 million in total liabilities and a $10.9 million total stockholders' deficit. The Company reported a net loss attributable to the Company's common shareholders of $36.4 million following net income attributable to the Company's common shareholders of $2.81 million. "Although our financial statements have been prepared on a going concern basis, we have recently accumulated significant losses and have negative cash flows from operations, which raise substantial doubt about our ability to continue as a going concern. "If we are unable to improve our liquidity position we may not be able to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result if we are unable to continue as a going concern and, therefore, be required to realize our assets and discharge our liabilities other than in the normal course of business which could cause investors to suffer the loss of all or a substantial portion of their investment," the Company stated in its annual report for the year ended Dec. 31, 2015. RESOLUTE ENERGY: Announces $135 Million Delaware Basin Acquisition ------------------------------------------------------------------ Resolute Energy Corporation has entered into a definitive agreement with Firewheel Energy, LLC, a portfolio company of EnCap Investments, to acquire certain oil and gas properties located in Reeves County, Texas, for a purchase price of $135 million. The transaction was expected to close on Oct. 7, 2016. The Firewheel Properties consist of 3,293 net acres in the Company's highly productive Delaware Basin operating area, and include interests in thirteen horizontal and fifteen vertical wells, which produce approximately 1,200 net Boe per day. Approximately 95% of the acreage and substantially all of the production and proved reserves are located within the Resolute-operated Mustang project area in Reeves County. The remainder of the acreage is also in Reeves County. The Firewheel Properties contain estimated proved reserves of 6.2 MMBoe with PV-10 of $45.8 million, using strip pricing at June 30, 2016. The acquisition also includes Firewheel's interest in the Earn-Out Agreement (to which the Company is also a party) with Caprock Permian Processing LLC and Caprock Field Services LLC. Following the closing of the acquisition, Resolute will receive 100% of all payments from Caprock under the Earn-Out Agreement. The purchase price for the acquisition is $135 million, consisting of $90 million payable in cash and the issuance to Firewheel of 2,114,523 shares of the Company's common stock, equal to $45 million, based on 90% of the volume weighted average price of the Company's common stock as traded on the NYSE for the 15 trading days ending on Oct. 4, 2016. The Company expects to finance the cash portion of the acquisition price with the net proceeds of a private offering of a newly created class of preferred stock of the Company, and borrowings under its Revolving Credit Facility (which is currently undrawn). The acreage to be acquired represents an approximately 25% increase in the Company's net acreage in Reeves County while leaving its gross acreage position essentially unchanged as the Company already owns interests in all of the same properties. The completion of this acquisition will result in a higher interest in the production and cash flow generated from the Company's operated wells, further leveraging the work of our field staff. The Acquisition Agreement contains terms and conditions customary to transactions of this type. Subject to the Company's right to be indemnified for certain liabilities for a limited period of time and for breaches of representations and warranties, the Company will assume substantially all liabilities associated with the acquired properties. The closing of the acquisition is subject to the satisfaction or waiver of certain customary conditions, including the material accuracy of the representations and warranties of us and Firewheel. The Acquisition Agreement contains certain customary termination rights for each of the Company and Firewheel, including the right of either party to terminate in the event that the acquisition has not been completed within five business days of execution of the Acquisition Agreement. The transaction has an effective date of September 1, 2016. Nicholas J. Sutton, Resolute's chairman and chief executive officer, said: "This acquisition adds materially to our prospective acreage in one of the most exciting U.S. oil and gas basins, with 95% of the acquired acreage operated by Resolute. Our Mustang project area, covering more than 12,400 gross acres, is one of our two concentrated acreage positions in the Delaware Basin. This transaction allows us to add acreage, production and opportunity without either the uncertainty associated with acquiring more speculative acreage or adding to our staffing and infrastructure needs. We believe that the Firewheel acquisition is exactly the kind of targeted, focused, consolidating opportunity that leverages the strengths of our team and our assets." BMO Capital Markets and Petrie Partners, LLC acted as financial advisors to Resolute on the Firewheel acquisition transaction. Operations Update The following information is an update of data that appears in the Company's investor presentation dated Sept. 1, 2016, that is available on its website. "Production from our Delaware Basin properties in Reeves County, Texas, increased 115% to 4,979 Boe per day in the quarter ended June 30, 2016, as compared to the prior quarter. For the third quarter of 2016 we estimate that our Delaware Basin properties produced on average between 9,250 and 9,650 Boe per day. At the midpoint of the range, this would be an increase of approximately 90% from the second quarter of 2016. We estimate total Company production for the third quarter of 2016 to be between 16,000 and 16,500 Boe per day. At the midpoint of the range, this would be an increase of approximately 37% from the second quarter of 2016. Recent increases in Company production and estimated proved reserves are primarily attributable to our successful horizontal Delaware Basin drilling program. "As of the date of this release, we have drilled and completed nine of our planned fourteen gross wells in the 2016 drilling program. The ninth well, the South Mitre 02 2102H, is currently flowing back. The tenth well, the Boucher 2-3H, has reached total depth and is currently waiting on completion. We spud the eleventh well, the Uinta 0204H, on September 22, 2016. The Boucher and the Uinta are both 7,500 foot Wolfcamp A laterals in eastern Mustang and represent our first 80-acre spacing test. Upon completion of the Uinta, the rig will move to our Appaloosa project area to drill one well before returning to Mustang for the remainder of the year where we plan to drill a pair of Wolfcamp A 7,500 foot laterals in East Mustang where we will test 80-acre offset stack spacing. "Each of the Mustang well pairs described above will be drilled sequentially and completed simultaneously. These projects will serve to further delineate our inventory of Wolfcamp horizontal locations. Because we plan to drill four of the incremental wells as pairs, completion of these wells will be delayed somewhat more than has been typical for our previous single well development. This will have the effect of limiting the production contribution from these wells in 2016. "Production from our South Goat 02 2204H, a 10,000 foot lateral in Appaloosa, which at the time of our last public release of information was still increasing, has established a 24-hour peak production rate of 2,902 Boe per day. The North Elephant 02 1001H, a 10,000 foot Wolfcamp A lateral in Appaloosa, which had established a peak 24-hour rate of 2,449 Boe per day at the time of our last public release, has continued to improve and has now established a new peak 24-hour rate of 2,768 Boe per day and a 30-day peak production rate of 2,254 Boe per day. The Thunder Canyon 0204H, a 7,500 foot Wolfcamp A lateral in Mustang, has established a peak 30-day rate of 1,558 Boe per day. "Looking forward to 2017, subject to Board approval, management currently expects to continue the drilling program in Reeves County with the same rig and plans to add a second rig in the first quarter. A two-rig program would allow us to spud approximately 21 gross (16.3 net) wells during 2017. The number of wells and the pace of drilling in 2017 will primarily be a function of our liquidity which in turn is influenced by commodity prices and production. Were we to progress in 2017 with a single rig program, we estimate that the program would spud approximately 11 gross (8.6 net) wells during the year. Either program would result in substantially all of our Delaware Basin acreage being held by production." Third Quarter 2016 Preliminary Results and Updated Guidance Estimated Production for Third Quarter 2016 The Company estimates total Company production for the third quarter of 2016 to be between 16,000 and 16,500 Boe per day. At the midpoint of the range, this would be an increase of approximately 37% from the second quarter of 2016. Estimated Lease Operating Expense for Third Quarter 2016 The Company anticipates that aggregate lease operating expense for the third quarter of 2016 will be approximately 5% higher than the second quarter. Higher third quarter 2016 total Company LOE is expected primarily from handling higher volumes of oil, gas and water from the Company's successful horizontal wells in the Delaware Basin. While total Company LOE has risen, LOE per Boe is expected to decrease from $14.46 per Boe in the second quarter of 2016 to approximately $11.00 per Boe in the third quarter of 2016. Impacts from Increases in Cash-Settled Long Term Incentive Awards As part of the Company's 2015 and 2016 long term incentive program, due to the low stock price environment Resolute issued certain cash-settled awards in place of the Company's normal practice of issuing restricted stock awards. These awards included performance-based restricted cash awards granted in May 2015, paid out based on its average stock price compared to targets from $10.00 to $40.00 per share and cash-settled stock appreciation rights granted in February 2016 with an average strike price of $2.84. These long term incentive awards were previously disclosed in the Company's SEC filings. GAAP requires that these instruments be marked-to-market to reflect fair value at the end of each quarter. Resolute's common stock price rose from a closing price on the NYSE of $2.97 on June 30, 2016, to $26.06 on Sept. 30, 2016. As a result, the Company expects to recognize $15 million to $16 million of expense in the third quarter of 2016 for these awards based on their fair value at the end of the quarter, compared to $1.4 million of such expense in the second quarter of 2016. Actual cash payments expected to be made in 2016 are approximately $3 million, but they may be higher depending on increases in the price for the Company's common stock. Production Guidance Update As of the date of Oct. 4, 2016, the Company expects its production for full year 2016 to be between 13,600 and 14,000 Boe per day, before accounting for the acquisition. The midpoint of this range would be an increase of approximately 400 Boe per day above the high end of the Company's previously announced range of 11,600 Boe per day to 13,400 Boe per day. Estimated Capital Expenditures for 2016 Pro forma for the acquisition, the Company expects its capital expenditures for the year will remain within our previously announced guidance range of $115 million and $135 million, excluding the purchase price for the acquisition. Investor Presentation Supplement The Company will post a supplement to our investor presentation tonight on its website at www.resoluteenergy.com. About Resolute Energy Corporation Resolute is an independent oil and gas company focused on the acquisition, exploration, exploitation and development of oil and gas properties, with a particular emphasis on liquids focused, long-lived onshore U.S. opportunities. Resolute's properties are located in the Paradox Basin in Utah and the Permian Basin in Texas and New Mexico. The Company periodically provides supplemental information by posting presentations and other material on the Company website at www.resoluteenergy.com. As of June 30, 2016, Resolute had $317.52 million in total assets, $639.29 million in total liabilities and a total stockholders' deficit of $321.76 million. Resolute reported a net loss of $742.27 million in 2015, a net loss of $21.85 million in 2014 and a net loss of $113.80 million in 2013. RESOLUTE ENERGY: Offering 55,000 Convertible Preferred Shares ------------------------------------------------------------- Resolute Energy Corporation announced that it has priced a private offering of 55,000 shares of 8 1/2% Series B Cumulative Perpetual Convertible Preferred Stock of the Company, having an initial offering price and liquidation preference of $1,000 per share. The Company has granted the initial purchaser a 30-day option to purchase up to an additional 7,500 shares of convertible preferred stock. The closing of the offering is expected to occur on Oct. 7, 2016, and is subject to the satisfaction of customary closing conditions. The Company expects to receive, before offering expenses, $52.8 million in net proceeds from the offering (or $60.0 million if the initial purchaser exercises its option to purchase 7,500 additional shares of convertible preferred stock in full). The Company intends to use the net proceeds to fund a portion of the purchase price for the Company's acquisition of certain oil and gas assets located in Reeves County, Texas. In the event that the acquisition is not completed, the Company expects to use the net proceeds from the offering for general corporate purposes. Dividends on the shares of convertible preferred stock will be payable in cash on a cumulative basis when, as and if declared by the Company's board of directors, at an annual rate of 8 1/2% on a liquidation preference of $1,000 per share, on January 15, April 15, July 15 and October 15 of each year, beginning on Jan. 15, 2017. Holders may convert their shares of convertible preferred stock at any time into shares of the Company's common stock based on an initial conversion rate of 33.8616 shares of the Company's common stock per share of convertible preferred stock (which is equivalent to an initial conversion price of approximately $29.53 per share of the Company's common stock), subject to adjustment as described in the certificate of designations for the convertible preferred stock. Under certain circumstances, the Company will increase the conversion rate upon a "fundamental change" as described in the Certificate. The convertible preferred stock is being offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The convertible preferred stock, and any shares of common stock issuable upon the conversion of the convertible preferred stock, have not been, and will not be, registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. About Resolute Energy Corporation Resolute is an independent oil and gas company focused on the acquisition, exploration, exploitation and development of oil and gas properties, with a particular emphasis on liquids focused, long-lived onshore U.S. opportunities. Resolute's properties are located in the Paradox Basin in Utah and the Permian Basin in Texas and New Mexico. The Company periodically provides supplemental information by posting presentations and other material on the Company Web site at http://www.resoluteenergy.com/ As of June 30, 2016, Resolute had $318 million in total assets, $639 million in total liabilities and a total stockholders' deficit of $322 million. Resolute reported a net loss of $742 million in 2015, a net loss of $21.9 million in 2014 and a net loss of $114 million in 2013. REVOLVE SOLAR: Unsecureds to Receive $4,000 Monthly for 5 Years --------------------------------------------------------------- Revolve Solar (TX) Inc., and Revolve Solar (CA) Inc. filed with the Bankruptcy Court for the Western District of Texas a Joint Disclosure Statement explaining their Plan of Reorganization dated Sept. 22, 2016. Treatment of Revolve Solar (TX) Unsecured Claims Under the Plan, Holders of Allowed General Unsecured Claims Greater than $20,000 against Revolve Solar (TX) Inc. in Class 2 will be paid pro-rata out of $4,000 per month set aside by the Debtor to pay the Allowed Claims in this Class. Payments will commence on the first day of the month 60 days following the Plan Effective Date. Payments will continue for 60 months. Once the Class 3 Claims are paid, the funds that would otherwise be used to pay the Class 3 Claims will be paid to the Class 2 claims at the rate of $2,500 per month for months 25 to 60 of the Plan. Class 2 is Impaired and the holders of the Claims are entitled to vote to accept or reject the Plan. The total claims in this Class are estimated at $1,913,155: Creditor Schedules Proof of Claim -------- --------- -------------- Consolidated Electrical Distributors Inc. $514,338 FleetStaff, Inc. $204,465 Gexpro $25,521 Krannich Solar $56,831 Valley Mountain Regional Center $1,112,000 $1,112,000 Holders of Allowed General Unsecured Claims $20,000 or less in Class 3 will be paid pro-rata out of $2,500 per month set aside by the Debtor to pay the Allowed Claims in this Class. Payments will commence on the first day of the month 30 days following the Plan Effective Date. Payments will continue for 24 months. This Class is Impaired and the holders of the Claims are entitled to vote to accept or reject the Plan. The total claims in this Class are estimated at $90,227: Creditor Schedules Proof of Claim -------- --------- -------------- Accutemps $5,269 AlphaGraphics $660 Avis Rent A Car $1,285 Backstead Terry PLLC $6,192 Barron & Newburger, PC $1,059 Capital Premium Financing $916 Chirp Security & Audio $305 Comerica $2,166 Compliant Background Chex LLC $129 Crawford Electric $15,805 DLA Piper, LLP $1,667 Fastenal $1,287 Grande Communications Network, Omnia $361 Green Mountain Energy Company $114 GreenSky $4,414 IBM Corporation $171 Jan-Pro of Austin $422 Office Edge / COSA, Inc. $633 ProStar Services Inc. $301 Silicon Valley Bank $7,050 Soligent Distribution, LLC $17,334 Summit Electric Supply Inc. $12,906 Taube Summers LLP $983 UPS $345 Wes Walters Realty Inc. $8,095 Xerox Corporation $357 All equity in Revolve Solar (TX) (in Class 4) will be cancelled. The equity interest holders are Impaired under the Plan. The new equity interests shall be issued to Cornelius Frederick Moore or his assigns in exchange for his equity contribution of $150,000 to the Debtor on Confirmation. Treatment of Revolve Solar (CA) Unsecured Claims Holders of Class 2 Allowed General Unsecured Claims Greater than $20,000 against Revolve Solar (CA) will be paid pro-rata out of $4,000 per month set aside by the Debtor to pay the Allowed Claims in this Class. Payments will commence on the first day of the month 60 days following the Plan Effective Date. Payments will continue for 60 months. Once the Class 3 Claims are paid, the funds that would otherwise be used to pay the Class 3 Claims will be paid to the Class 2 claims at the rate of $2,500 per month for months 25 to 60 of the Plan. Class 2 is Impaired and the holders of the Claims are entitled to vote to accept or reject the Plan. The total claims in this Class are estimated at $3,990,933: Creditor Schedules Proof of Claim -------- --------- -------------- Alston & Bird, LLP $60,936 Complete Business Solutions Group $69,150 Consolidated Electrical Distributors Inc $3,162,682 FleetStaff, Inc. $306,698 Harbert Roofing, Inc. $25,358 Soligent Distribution, LLC $193,218 Krannich Solar $172,891 Holders of Class 3 Allowed General Unsecured Claims $20,000 or less against Revolve Solar (CA) will be paid pro-rata out of $2,500 per month set aside by the Debtor to pay the Allowed Claims in this Class. Payments will commence on the first day of the month 30 days following the Plan Effective Date. Payments will continue for 24 months. This Class is Impaired and the holders of the Claims are entitled to vote to accept or reject the Plan. The total claims in this Class are estimated at $126,289: Creditor Schedules Proof of Claim -------- --------- -------------- Applied Engineering $1,225 Big O Tires $944 Bill Tree Services, Inc $2,500 Capital Premium Financing $916 Comerica $3,072 Compliant Background Chex LLC $760 $760 DLA Piper, LLP $1,667 Fasteners Inc. $3,394 Fortune Energy, Inc. $13,091 GEICO Commercial Auto Insurance $4,572 Gibbs Giden Attorneys at Law $1,500 GreenSky $19,726 Kid Giant, LLC $170 LYRO Printing $4,569 Mast Roofing, Inc. $4,250 PG&E $97 Platt Electric Supply $3,134 Quill Corporation $585 Ray Morgan Company, Inc $909 Redding Fastners, Inc. $3,164 Sandler Training $17,291 Shasta Builders Exchange $534 Sierra Vista Vegetation Removal & Tree Service $3,100 Silicon Valley Bank $4,307 Sunstate Equipment Co. $1,121 Tugwell Roofing Co. $19,785 $20,382 United Rentals (North America), Inc. $703 UPS $286 Valley YellowPages $80 Wex Bank $8,265 World Telecom & Surveillance, Inc. $95 Yellow Pages $81 Yellow Pages United $396 All equity in the Debtor will be cancelled. The equity interest holders are Impaired under the Plan. The new equity interests shall be issued to Cornelius Frederick Moore or his assigns in exchange for his equity contribution of $150,000. This Class is Impaired and the holders of the Interests are entitled to vote to accept or reject the Plan. A copy of the Joint Disclosure Statement is available at: http://bankrupt.com/misc/txwb16-10899-0063.pdf About Revolve Solar Revolve Solar, Inc. aka Revolve Solar LLC, Revolve Solar (TX) Inc., and Revolve Solar (CA) Inc. each filed chapter 11 petitions (Bankr. W.D. Tex. Case Nos. 16-10896, 16-10897, and 16-10899) on July 31, 2016. The petitions were signed by Tim Padden, president. The Debtors are represented by Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC. Revolve Solar, Inc. and Revolve Solar (TX) Inc.'s cases are assigned to Judge Tony M. Davis, while Revolve Solar (CA) Inc.'s case is assigned to Judge Christopher B. Mott. The Debtors each estimated assets and liabilities at $1 million to $10 million at the time of the filing. RINCON ISLAND: Gets Final Nod on $10 Mil Loan, Cash Collateral Use ------------------------------------------------------------------ Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the Northern District of Texas inks his final authorization, allowing Rincon Island Limited Partnership to obtain postpetition financing from GLR, LLC, an affiliate of the Debtor. Judge Hale also authorized the Debtor to use cash collateral . The Debtor is a borrower under that certain First Lien Credit Agreement and Second Lien Credit Agreement between the Debtor, HVI Cat Canyon, Inc. and GOGH, LLC and UBS AG, London Branch, as administrative and collateral agent, and the other lenders thereto. The Debtor granted UBS first and second priority liens in substantially all of the Debtor's assets to secure its obligations under the credit agreements. The Debtor was authorized to to provide third priority liens and a superpriority administrative expense claim, among other things, to GLR, LLC in conjunction with the DIP Financing. The DIP Financing includes, among others, these pertinent terms: (a) Borrowing Mechanics: The DIP Lender will provide postpetition financing to the Debtor in an aggregate amount not to exceed $10,000,000. The initial draw of $535,000 has been approved by the DIP Lender, and the remaining draws shall be made at the request of the Debtor, based on approved expenditures in accordance with the DIP Budget, subject to the approval of the DIP Lender in its sole discretion. (b) Interest Rates: Non-Default Interest Rate at eight percent which accrue and be payable upon maturity only and subject to the prior claims of UBS, and a default interest rate, which is the total of the non-default rate plus two percent. (c) Use of Proceeds: The proceeds of the DIP Financing will be used solely in accordance with the Budget, which may also be used to pay the DIP Lender's ongoing reasonable legal and financial advisor's fees, the Debtor's legal fees and expenses as approved by the Court, and U.S. Trustee fees and court costs. (d) Adequate Protection: UBS is granted administrative expense claims and superpriority claims with priority in payment over any and all unsecured claims and administrative expense claims against the Debtor. The DIP Lender will have valid, perfected, liens on all of the property of the Debtor's estate. The DIP Lender is also granted an allowed superpriority administrative claim. (e) Carve-out: Consists of an aggregate amount not exceeding $100,000 as allowed by the Court, which will be used as payment for professional fees, where an official creditors' committee, if any, may use up to $15,000 to investigate the prepetition liens of UBS. A full-text copy of the Final Order, dated Sept. 21, 2016, is available at https://is.gd/v3gp4W About Rincon Island Limited Partnership Rincon Island Limited Partnership filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-33174), on August 8, 2016. The petition was signed by Susan M. Whalen, SVP and general counsel of general partner. The case is assigned to Judge Harlin DeWayne Hale. The Debtor's counsel is David A. Zdunkewicz, Esq. at Andrews Kurth, LLP. At the time of filing, the Debtor estimated assets at $50 million to $100 million and liabilities at $100 million to $500 million. No official committee of unsecured creditors has been appointed in the case. RMS TITANIC: Hires Ronald Glass as Chief Restructuring Officer -------------------------------------------------------------- RMS Titanic, Inc., and its debtor affiliates seek authorization from the U.S. Bankruptcy Court for the Middle District of Florida to employ Ronald L. Glass as Chief Restructuring Officer and GlassRatner Advisory & Capital Group, LLC, as financial advisors. The Debtors require GlassRatner to: (a) perform a financial review of the Debtors, including but not limited to a review and assessment of financial information that has been, and that will be, provided by the Debtors to their creditors, including without limitation its short and long-term projected cash flows and shall assist the Debtors in developing, refining and implementing its business plans, and the CRO shall have the power to implement such business plans; (b) assist in the identification of cost reduction and operations improvement opportunities and the CRO shall have the power and authority to implement such cost reduction recommendations; and (c) develop possible restructuring plans or strategic alternatives for maximizing the enterprise value of the Debtors' various business lines, the CRO shall determine which plan(s) or alternative(s) are appropriate under the circumstances and the CRO shall use commercially reasonable efforts to attempt to implement such plan(s) or alternative(s). The Debtors have agreed to pay GlassRatner a reduced hourly rate, which rates currently range from $575 per hour for principals to $135 per hour for staff/managers. Ronald L. Glass, principal of the 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. GlassRatner can be reached at: Ronald L. Glass GLASSRATNER ADVISORY & CAPITAL GROUP LLC 3445 Peachtree Road, Suite 1225 Atlanta, GA 30326 Tel.: (404) 835-8830 Email: rglass@glassratner.com About RMS Titanic RMS Titanic, Inc., a wholly owned subsidiary of Premier Exhibitions, Inc., is the only company permitted by law to recover objects from the wreck of Titanic. The Company was granted Salvor-In-Possession rights to the wreck of Titanic by the United States District Court for the Eastern District of Virginia, Norfolk Division in 1994 and has conducted eight research and recovery expeditions to Titanic recovering approximately 5,000 artifacts. In the summer of 2010, RMS Titanic, Inc. conducted a ground-breaking expedition to Titanic 25 years after its discovery, to undertake innovative 3D video recording, data gathering and other technical measures so as to virtually raise Titanic, preserving the legacy of the ship for all time. About Premier Exhibitions Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta, Georgia, is a foremost presenter of museum quality exhibitions throughout the world. Premier is a recognized leader in developing and displaying unique exhibitions for education and entertainment including Titanic: The Artifact Exhibition, BODIES...The Exhibition, Tutankhamun: The Golden King and the Great Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real Pirates in partnership with National Geographic. The success of Premier Exhibitions, Inc. lies in its ability to produce, manage, and market exhibitions. Additional information about Premier Exhibitions, Inc. is available at the Company's Web site http://www.PremierExhibitions.com/RMS Titanic and seven of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 16-02230) on June 14, 2016. Former Chief Financial Officer and Chief Operating Officer Michael J. Little signed the petitions. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. The Chapter 11 cases are assigned to Judge Paul M. Glenn. Guy Gebhardt, acting U.S. trustee for Region 21, on August 24, 2016, appointed three creditors to serve on the official committee of unsecured creditors of RMS Titanic, Inc., and its affiliates. The Committee hired Storch Amini & Munves PC and Thames Markey & Heekin, P.A. as counsel. On August 24, 2016, the U.S. Trustee formed a five-member committee of equity security holders of Premier Exhibitions. Andrew Shapiro of Lawndale Capital Management, LLC serves as chairman of the equity committee. RMS TITANIC: Seeks to Employ Dentons as Counsel ----------------------------------------------- RMS Titanic, Inc., and certain of its affiliates seek authorization from the U.S. Bankruptcy Court for the Middle District of Florida to employ Dentons US LLP and Dentons Canada LLP as outside general counsel and securities counsel effective as of September 1, 2016. The Debtors require Dentons to render legal services to the Debtors on a variety of corporate, commercial securities matters, and on a needed basis throughout the course of the chapter 11 cases, including, without limitation, bankruptcy and other matters. Dentons will be paid at these hourly rates: Steven L. Berson, Esq. $600 - $800 Primary Partners $600 - $800 Paralegals $240 - $600 Dentons will also be reimbursed for the expenses and advances made on the Debtors' behalf. Steven L. Berson, partner of the 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. Dentons can be reached at: Steven L. Berson 303 Peachtree Street, NE, Suite 5300 Atlanta, GA 30308 Tel.: (404) 527-4380 Email: steve.berson@dentons.com About RMS Titanic RMS Titanic, Inc., a wholly owned subsidiary of Premier Exhibitions, Inc., is the only company permitted by law to recover objects from the wreck of Titanic. The Company was granted Salvor-In-Possession rights to the wreck of Titanic by the United States District Court for the Eastern District of Virginia, Norfolk Division in 1994 and has conducted eight research and recovery expeditions to Titanic recovering approximately 5,000 artifacts. In the summer of 2010, RMS Titanic, Inc. conducted a ground-breaking expedition to Titanic 25 years after its discovery, to undertake innovative 3D video recording, data gathering and other technical measures so as to virtually raise Titanic, preserving the legacy of the ship for all time. About Premier Exhibitions Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta, Georgia, is a foremost presenter of museum quality exhibitions throughout the world. Premier is a recognized leader in developing and displaying unique exhibitions for education and entertainment including Titanic: The Artifact Exhibition, BODIES...The Exhibition, Tutankhamun: The Golden King and the Great Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real Pirates in partnership with National Geographic. The success of Premier Exhibitions, Inc. lies in its ability to produce, manage, and market exhibitions. Additional information about Premier Exhibitions, Inc. is available at the Company's Web site http://www.PremierExhibitions.com/RMS Titanic and seven of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 16-02230) on June 14, 2016. Former Chief Financial Officer and Chief Operating Officer Michael J. Little signed the petitions. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. The Chapter 11 cases are assigned to Judge Paul M. Glenn. Guy Gebhardt, acting U.S. trustee for Region 21, on August 24, 2016, appointed three creditors to serve on the official committee of unsecured creditors of RMS Titanic, Inc., and its affiliates. The Committee hired Storch Amini & Munves PC and Thames Markey & Heekin, P.A. as counsel. On August 24, 2016, the U.S. Trustee formed a five-member committee of equity security holders of Premier Exhibitions. Andrew Shapiro of Lawndale Capital Management, LLC serves as chairman of the equity committee. The Equity Committee retains Landau Gottfried & Berger LLP as counsel and Akerman LLP as co-counsel. ROBINSON PREMIUM: Organizational Mtg. Moved to Later Time, Oct. 19 ------------------------------------------------------------------ William T. Neary, Acting United States Trustee for Region 6, will hold an organizational meeting on Oct. 28, 2016, at 1:00 p.m. in the bankruptcy case of Robinson Premium Beef, LLC. The organizational meeting in the bankruptcy case of Robinson Premium Beef, LLC, has been moved to 1:00 p.m. on Oct. 19, 2016. It was previously scheduled for 10:30 a.m. on the same date. The meeting will still be held at: Office of the U. S. Trustee Meeting Room U. S. Courthouse Federal Building 33 East Twohig Street, Room 102A San Angelo, Texas 76903 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 Robinson Premium Robinson Premium Beef, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-60092) on September 2, 2016, and is represented by Edwin Paul Keiffer, Esq., in Dallas, Texas. At the time of filing, the Debtor had $10 million to $50 million in estimated assets and $10 million to $50 million in estimated debts. The petition was signed by Jeremy Robinson, Manager. ROCKY MOUNTAIN: Paritz & Company Expresses Going Concern Doubt -------------------------------------------------------------- Rocky Mountain High Brands, Inc., filed with the Securities and Exchange Commission its annual report on Form 10-K, disclosing a net income of $2.32 million on $1.07 million of sales for the fiscal year ended June 30, 2016, compared with a net loss of $16.62 million on $489,849 of sales for the fiscal year ended June 30, 2015. Paritz & Company, P.A., on September 28, 2016, discloses that on its audited financial statements the Company has a shareholders' deficit of $1,477,250, an accumulated deficit of $16,878,382 at June 30, 2016, and has generated operating losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. The Company's balance sheet at June 30, 2016, showed $2.25 million in total assets, $3.73 million in total liabilities, all current, and a stockholders' deficit of $1.48 million. A copy of the Form 10-K is available at: https://is.gd/A4Hgai Rocky Mountain High Brands, Inc., (RMHB) is a consumer goods brand development company specializing in developing, manufacturing, marketing, and distributing high quality, health conscious, hemp-infused food and beverage products and spring water. The Company currently markets a lineup of five hemp-infused beverages. RMHB is also researching the development of a lineup of products containing Cannabidiol (CBD). The Company's intention is to be on the cutting edge of the use of CBD in consumer products while complying with all state and federal laws and regulations. RONALD HOWLAND: Wants Plan Exclusivity Period Moved to Feb. 2017 ---------------------------------------------------------------- Ronald Howland, D.M.D., P.A. asks the U.S. Bankruptcy Court for the Middle District of Florida to extend the time periods within which the Debtor has the exclusive right to file a Chapter 11 plan of reorganization and solicit votes on the plan, through and including, Feb. 16, 2016 and April 17, 2016, respectively. The Debtor's current plan period will expire on Oct. 19, 2016 and the solicitation period will expire on Dec. 16, 2016. Ronald Howland, D.M.D., P.A. is a professional service corporation owned by Ronald Howland, D.M.D., a dentist who has practiced general and cosmetic dentistry for nearly 26 years. the practice is located at 3209 Sawgrass Village Circle, Ponte Vedra Beach, Florida 32082. According to the Debtor, Dr. Howland was severely injured in a bicycle accident in April of 2012 resulting in multiple surgeries over the ensuing years. As a result, Dr. Howland was unable to work for an extended period, causing him to fall behind in his debt service obligations. Although Dr. Howland is recovering and is steadily increasing the number of hours worked, and the income for the P.A. has been improving, the Debtor is not yet in the position to propose its plan of reorganization. Accordingly, the Debtor needs additional time to afford the Debtor a full and fair opportunity to propose a plan and solicit acceptances of such plan without the distraction and disruption which typically accompanies the filing of competing plans by non-debtor parties. The Debtor anticipates that the extension of time, if granted, will improve the prospects for a distribution as monthly revenues are likely to continue their upward trends. About Ronald Howland, D.M.D., P.A. Ronald Howland, D.M.D., P.A. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 16-01520) on April 22, 2016. The Debtor is represented by Richard R. Thames, Esq., at Thames Markey & Heekin, P.A. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Ronald Howland, D.M.D., P.A. ROTARY DRILLING: Unsecureds To Recover 3.7% Under Amended Plan -------------------------------------------------------------- Rotary Drilling Tools USA, LLC, et al., filed with the U.S. Bankruptcy Court for the Southern District of Texas an amended disclosure statement in support of the Debtor's amended joint Chapter 11 plan of liquidation. Under the Amended Plan, a liquidating trustee will distribute available cash pro rata to holders of allowed Class 4 - General Unsecured Claims and the disputed claims reserve pursuant to on each distribution date. The Liquidating Trustee will have the right, but not the obligation, make interim distributions to holders of allowed claims in Class 4 from available cash on interim distribution dates as the Liquidating Trustee determines appropriate. In the event that any of Class 4 are paid in full and there exists remaining available cash, holders of allowed claims in the class will receive interest at the plan rate. The projected distribution to Class 4 Claims is 3.7%, but the actual distribution amount cannot be predicted. Based on the claims register and the schedules, the estimated amount of unsecured claims have been asserted against the Debtors is $7,236,533.46. This number does not include the PNC deficiency claim, which is estimated to be approximately $22 million and may not include all tort claims, unliquidated claims or claims for rejection damages, and it likely includes a number of duplicate claims. The Debtors expect that a significant number of unsecured proofs of claim will be subject to objection. The Debtors are unable to predict the outcome of any anticipated claim objections that may be filed. The Official Committee of Unsecured Creditors says it has evaluated the Plan and fully supports it. The Plan's terms incorporate a settlement negotiated between the Debtors and the Committee, on the one hand, and PNC, the Debtors' secured lender, on the other. Under the terms of this settlement, PNC has agreed to (a) make the holdback amount available to pay the allowed administrative claims (other than the PNC adequate protection administrative claim) and the allowed priority claims, (b) not assert a security interest in the North Dakota property or the vehicle allowance, (c) accept 50% of any value realized through the subsidiary equity interests, and (c) accept the payment of $200,000 in satisfaction of its right to an adequate protection payment under the DIP court order, which will be payable only once the liquidating trust has received at least $1,500,000. In exchange, the Debtors and the Committee have agreed to (a) the amount, priority, and validity of PNC's prepetition liens, and (b) the full release of PNC from any claims that could be asserted against it. Confirmation of the Plan will also constitute approval of the settlement, the Debtors and the Committee, on the one hand, and PNC, on the other, have reached an agreement that will resolve all outstanding disputes between them. Under the DIP court order, the Committee was given the right to investigate PNC's prepetition claims and liens, as well as any claims the Debtors may have had against PNC. The Committee identified certain assets of the Debtors that it believed were not subject to a valid and perfected prepetition lien in favor of PNC. These assets included the North Dakota Property, two vehicles with missing title certificates, and some of the subsidiary equity interests. Additionally, the Committee believes that there are potential claims against PNC for fraudulent transfer in connection with the prepetition obligations to PNC incurred by the Debtors other than Rotary Drilling Tools USA, LLC. PNC disputes the Committee's assertions regarding the extent and validity of its liens and any claims against PNC. In order to avoid unnecessary legal expenses and to allow the Debtors to formulate a consensual chapter 11 plan, the Debtors, the Committee and PNC entered into negotiations that resulted in the settlement set out in the Plan. The confirmation of the Plan will also approve the terms of the settlement, which include a full release of PNC. The Amended Disclosure Statement is available at: http://bankrupt.com/misc/txsb16-33433-164.pdf 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. SAN BERNARDINO, CA: Newberry's Bid for Relief From Stay Denied -------------------------------------------------------------- In the appealed case captioned RAYMOND NEWBERRY; PATRICIA MENDOZA; MARIA ABOYTIA; JUANA PULIDO; JESUS PULIDO; JONATHAN PULIDO; RICHARD GONZALEZ LOZADA; MELINDA McNEAL; BERTHA LOZADA; MILDRED LYTWYNEC; NICHOLAS LYTWYNEC; GLORIA BASUA; LIZBETH BANUELOS; CARLOS OCHOA, Appellants, v. CITY OF SAN BERNARDINO, CALIFORNIA, Appellee, and UNITED STATES OF AMERICA, Intervenor, Case No. 2116 5:15-cv-01672-ODW, U.S. (D. Cal.), Judge Otis D. Wright, II, of the United States District Court for the District of California affirmed the order of the bankruptcy court which denied the appellants relief from stay to pursue a civil rights action against the debtor, City of San Bernardino, and its employees. On November 14, 2014, Raymond Newberry, Patricia Mendoza, Maria Aboytia, Juana Pulido, Jesus Pulido, Jonathan Pulido, Richard Gonzalez Lozada, Melinda McNeal, Bertha Lozada, Mildred Lytwynec, Nicholas Lytwynec, Gloria Basua, Lizabeth Banuelos, and Carlos Ochoa (collectively "Newberry") filed a civil rights action against the City and several City officers in the United States District Court for the Central District of California. Newberry alleged that in August 2014, the City's police department conducted an unlawful search of a 36-unit apartment complex in the City known as the Edgehill Apartments. Newberry argued, the search violated the Fourth Amendment. Newberry's complaint sought declaratory relief, injunctive relief, damages, and attorneys' fees. Less than a month later, the district court determined that the claims against the City and its officers were subject to the automatic bankruptcy stay. Newberry moved the bankruptcy court for relief from stay, which the City opposed. Thereafter, the bankruptcy court entered an order: (1) denying Newberry's motion with prejudice; (2) requiring Newberry to dismiss the lawsuit that it filed in the district court; (3) enjoining the City from entering any apartment in the Edgehill complex, or entering any apartment in the City that the Newberry plaintiffs may move to, based solely on an inspection warrant. The bankruptcy court ordered the injunction to remain in effect until it had confirmed a plan of adjustment in the broader bankruptcy case. Newberry timely appealed from the order. Newberry argued that the automatic stay provisions of 11 U.S.C. section 362(a)(3) does not apply to suits seeking injunctive relief based on claims arising post-petition. Newberry also argued that intentional tort claims and constitutional claims against a municipality that arise post-petition are a special breed of claims that should be exempt from stay. Judge Wright found neither argument persuasive. Judge Wright concluded that Newberry's requested injunction still falls under section 362(a)(3) because a lawsuit seeking such injunctive relief is one that seeks to "exercise control" over the City's "property." Newberry also argued that the stay should not apply because it would effectively immunize the City for any constitutional violations it commits against its residents. Judge Wright disagreed that automatic stay leaves the City's residents without any recourse, as Newberry can present their claims to the bankruptcy court for determination through either the administrative claims process or an adversary proceeding, neither of which requires relief from stay. The judge also stated that the court cannot carve out exceptions to the automatic stay beyond those already enumerated in section 362(b). Judge Wright also rejected for the same reasons, Newberry's argument that the City is maintaining its Chapter 9 proceeding in bad faith by using the bankruptcy stay to shield itself from liability while it commits constitutional violations. Newberry further argued that to the extent the stay prohibits them from petitioning the government for a redress of their rights, it violates the Petition Clause of the First Amendment. Judge Wright disagreed, stating that the constitutional right of access to the courts encompasses only "the right to pass through the courthouse doors and present one's claim for judicial determination," which the bankruptcy stay does not prohibit Newberry from doing. Newberry argued that the bankruptcy stay denies them their "right" to pursue declaratory relief under 28 U.S.C. section 2201. In rejecting this argument, Judge Wright pointed out that section 2201 does not guarantee an absolute right to declaratory relief. The judge also added that Newberry may seek declaratory and injunctive relief in an adversary proceeding before the bankruptcy court, and thus the bankruptcy court's ruling did not "vitiate" any "right" to such relief. Newberry also argued that their request for attorneys' fees under 42 U.S.C. section 1988 is not subject to the automatic stay because such fees are simply a "cost" to the City of engaging in unconstitutional conduct, and thus constitutes an "operating expense" that the City is permitted to incur during bankruptcy. Judge Wright held that an action that seeks to recover attorneys' fees from the debtor is unquestionably one that attempts to obtain possession of the property of the debtor, and is thus subject to stay under section 362(a)(3). Judge Wright also found that the remaining remedies potentially available to Newberry -- monetary damages, attorneys' fees, and declaratory relief for the August 2014 search -- also does not warrant granting relief from stay. Further, the judge explained that, as the bankruptcy court noted, the City had recently made significant progress on a plan for reorganization, and a lawsuit in another forum seeking money damages and attorneys' fees against the City would introduce an unpredictable variable into the reorganization efforts and could also delay confirmation of a reorganization plan. Newberry's most relevant countervailing argument is that the bankruptcy court cannot conduct a jury trial on their claims. However, Judge Wright held that this is not sufficient to grant relief from stay because, while the bankruptcy court is not constitutionally empowered to conduct a jury trial, it can do so if specifically designated to do so by the district court and with the consent of the parties. The bankruptcy case is In re CITY OF SAN BERNARDINO, CALIFORNIA, Debtor, Bankruptcy Court Case No. 6:12-bk-28006-MJ (Bankr. D. Cal.). A full-text copy of Judge Wright's September 19, 2016 opinion is available at https://is.gd/YCFyoh from Leagle.com. In re The City of San Bernardino is represented by: Jason Michael Ewert, Esq. SAN BERNARDINO CITY ATTORNEY'S OFFICE 300 N. "D" Street, 6th Floor San Bernardino, CA 92418 Tel: (909)384-5355 Fax: (909)384-5238 Raymond Newberry is represented by: Marjorie Barrios, Esq. LAW OFFICES OF MARJORIE BARRIOS 577 North D St # 104 San Bernardino, CA 92401 Tel: (909)888-6000 The City of San Bernardino is represented by: Gary David Saenz, Esq. SAN BERNARDINO CITY ATTORNEYS OFFICE 300 N. "D" Street, 6th Floor San Bernardino, CA 92418 Tel: (909)384-5355 Fax: (909)384-5238 -- and -- Paul Robert Glassman, Esq. STRADLING YOCCA CARLSON AND RAUTH PC 100 Wilshire Boulevard, Fourth Floor Santa Monica, CA 90401 Tel: (424)214-7000 Fax: (424)214-7010 Email: pglassman@sycr.com United States is represented by: Matthew J. Troy, Esq. US DEPARTMENT OF JUSTICE About San Bernardino San Bernardino, California, filed an emergency petition for municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012. San Bernardino, a city of about 210,000 residents roughly 65 miles (104 km) east of Los Angeles, estimated assets and debt of more than $1 billion in the bare-bones bankruptcy petition. The city council voted on July 10, 2012, to file for bankruptcy. The move lets San Bernardino bypass state-required mediation with creditors and proceed directly to U.S. Bankruptcy Court. The city is represented that Paul R. Glassman, Esq., at Stradling Yocca Carlson & Rauth. San Bernardino joined two other California cities in bankruptcy: Stockton, an agricultural center of 292,000 east of San Francisco, and Mammoth Lakes, a mountain resort town of 8,200 south of Yosemite National Park. The City was granted Chapter 9 protection on Aug. 28, 2013. The City filed on May 14, 2015, a Plan to exit court protection. The Plan proposes to some bondholders a penny on the dollar but maintains pension benefits for retired city workers. The Plan proposes to make full payments into the pension fund run by California Public Employees' Retirement System. * * * The Troubled Company Reporter, on Oct. 28, 2015, reported that the hearing on the disclosure statement with respect to the Plan for the Adjustment of Debts of the City of San Bernardino, California, has been continued to Dec. 23, 2015, at 1:30 p.m. SANDIA RESORTS: Court Temporarily Allows RWI's Claim for $324K -------------------------------------------------------------- Judge Robert H. Jacobvitz of the United States Bankruptcy Court for the District of New Mexico granted Ramada Worldwide, Inc.'s Motion for Temporary Allowance of Claim and fixed the amount of RWI's temporarily allowed claim for voting purposes at $324,105.63. The Court heard oral argument on the issue of whether preclusion principles bar Sandia Resorts, Inc., from successfully objecting to RWI's claim for voting purposes. Sandia Resorts objected to RWI's claim filed in the Second Chapter 11 Case on August 3, 2016. On August 17, 2016, RWI filed the Motion for Temporary Allowance of Claim. Sandia Resorts withdrew a portion of its objection to RWI's claim to the extent the objection asserted that RWI's claim had been discharged in the First Chapter 11 Case, but continues to assert, among other things, that a portion of RWI's claim is "duplicative, unconscionable, and includes nonallowable penalties." This Court concluded that the doctrine of claim preclusion applies as all of the requirements for claim preclusion have been satisfied. Sandia Resorts is barred from successfully objecting to RWI's Motion for Temporary Allowance of Claim. Sandia Resorts may not present additional evidence in support of its objection to the Motion for Temporary Allowance of Claim. RWI's proof of claim filed in the Second Chapter 11 Case is sufficient to establish the amount of its temporarily allowed claim for purposes of voting. A full-text copy of the Opinion dated September 1, 2016 is available at https://is.gd/s6tGsB from Leagle.com. Sandia Resorts, Inc, New Mexico Corporation, Debtor, is represented by Shay E. Meagle, Esq. -- mlaw@meaglelaw.com -- Meagle Law, P.A., Joshua R. Simms, Esq. -- JRSPC, LLC. Western Receiver, Trustee & Consulting Services, Ltd., Receiver, is represented by Nathan C. Sprague, Esq. -- nathan@moseslaw.com -- Moses Dunn Farmer & Tuthill PC, Ronald A. Tucker, Esq. -- ronald@moseslaw.com -- Moses Dunn Farmer & Tuthill PC. United States Trustee, U.S. Trustee, represented by Leonard K. Martinez-Metzgar. About Sandia Resorts Sandia Resorts, Inc., filed a Chapter 11 petition (Bankr. D.N.M. Case No. 15-11532) on June 9, 2015. The Debtor was represented by Joshua R Simms, Esq. At the time of filing, the Debtor had estimated assets and liabilities of $1 million to $10 million. Sandia Resorts, Inc., dba America's Best Value Inn Suites, also filed a prior Chapter 11 petition (Bankr. D.N.M. Case No. 11-13489) on August 1, 2011, and was represented by Bonnie Bassan Gandarilla, Esq., at Moore, Berkson & Gandarilla, P.C., in Albuquerque, New Mexico. At the 2011 filing, the Debtor had estimated assets and liabilities of $1,000,001 to $10,000,000. SARPONG LLC: Seeks to Hire Walsh Becker as Legal Counsel -------------------------------------------------------- Sarpong LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire Walsh, Becker & Rice as its legal counsel. The services to be provided by the firm include advising the Debtor regarding its duties and preparing its Chapter 11 plan of reorganization. Walsh will be paid an hourly rate of $300 for its services. Walsh does not represent any interests adverse to the Debtor's estate, and is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: L. Jeanette Rice, Esq. Walsh, Becker & Rice 14300 Gallant Fox Lane, Suite 218 Bowie, MD 20715 Tel: (301) 262-6000 Fax: (301) 262-4403 Email: riceesq@att.net About Sarpong LLC Sarpong LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-22225) on September 12, 2016. The petition was signed by Samspon B. Sarpong, member. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. SCOTT COWAN: Selling Manahawkin Property to Bresleys for $288K -------------------------------------------------------------- Scott P. Cowan asks the U.S. Bankruptcy Court for the District of New Jersey to authorize the sale of real estate property located at 48 Harold Lane, Manahawkin, New Jersey ("Property") to William Bresley and Christine Bresley for of $287,500. A hearing on the Motion is set for Nov. 8, 2016 at 11:00 a.m. The Property, solely owned by the Debtor, is a single-family home built in 1963 and has a lot size of 3,998 square feet. It has been marketed for sale since Aug. 26, 2016 with an asking price of $279,900. It is located in a flood plain and is built on a slab. In her certification made in support of the Motion, the realtor retained on behalf of the estate explains that because the particular Property is nearly two feet below the FEMA minimal elevation requirements, destined to flood in the future and did indeed flood during hurricane Sande, and because slab homes are not easily raised, the Property is particularly difficult to sell. The cost of flood insurance is prohibitive to most buyers. Prior to commencement of the case, the Debtor had not received any written offers to purchase the Property. It was shown to approximately thirty potential buyers, many of whom like the home but reconsidered making an offer once the flood insurance issue was disclosed. The Debtor has engaged through its professionals with the Purchasee regarding the sale of the Property. The Debtor had entered into a post-confirmation contract of sale to sell the Property to the Purchaser for the sum of $287,500. It will be sold free and clear of all liens, claims, interests and encumbrances, if any, and any and all taxing authorities, with all such liens, claims, interests and encumbrances to attach to the proceeds of the sale. No auction is contemplated in the sale. The Debtor has retained a realtor postpetition and requests that the realtor be allowed its compensation upon the closing of title. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Scott_Cowan_43_Sales.pdf The pertinent terms of the Purchase Agreement are: a. The Purchase Agreement provides for a $287,500 purchase price which Debtor believes to be the fair market value of the Property. b. Purchaser has paid a $1,000 deposit along with submission of the Purchase Agreement which is held in escrow by Purchaser’s counsel. The balance of the purchase price will be paid by the Purchaser at the closing. c. The Property will be sold in "as is" condition and specifically and expressly without any warranties, representations or guarantees, either express or implied, of any kind, nature, or type whatsoever from or on behalf of the Debtor. d. The Purchase Agreement is not contingent on the Purchaser obtaining a mortgage and the Purchaser represents it has sufficient cash to purchase the Property. e. The Purchase Agreement is contingent upon the ability of the Purchaser to obtain title insurance and allows for a ten-day due diligence period. f. The closing is scheduled to occur on Sept. 30, 2016 and after the sale hearing held before the Bankruptcy Court approving the sale of the Property to Purchaser. g. The Purchase Agreement will be construed, interpreted and enforced pursuant to the laws of the State of New Jersey. h. The Bankruptcy Court will retain jurisdiction with respect to all matters arising from the Purchase Agreement. i. If the Bankruptcy Court determines that a willful default by the Debtor has occurred, Purchaser shall be entitled to file an administrative claim for its damages incurred as the result of the Debtor's default and to terminate the Purchase Agreement and receive back the deposit. If Seller is unable to convey title to the Purchaser as per the Purchase Agreement, the Debtor's sole liability will be the refunds of all monies paid by the Purchaser to the Debtor on account of the Purchase Agreement and for all title and survey costs, in addition to which Purchaser will be entitled to file an administrative claim for its damages incurred as the result of Seller's inability to convey title. The Property may be encumbered by certain mortgages and other liens. The liens that may encumber the Property include: a. Any and all unpaid property taxes. b. Any and all unpaid municipal charges for water and/or sewer. c. First mortgage lien owed to TD Bank in the approximate amount of $215,000. The proposed sale represents the highest and best offer by a disinterested third-party. The Debtor believes the proposed sale provides the best value to the estate. Accordingly, the Debtor respectfully requests the entry of an order effective immediately approving the Sale of Property in accordance with to the Purchase Agreement. The Debtor asserts that given the goal by the parties in the case to liquidate assets and bring the case to conclusion in the short term, there is cause to waive the stay and the Debtor requests that upon approval of the sale, the 14-day period pursuant to Rule 6004(h) be waived by the Court. The Purchaser can be reached at: William Bresley Christine Bresley 9 Mallard Drive Mount Laurel, NJ 08054 Counsel for Debtor: David L. Stevens, Esq. SCURA, WIGFIELD, HEYER & STEVENS LLP 1599 Hamburg Turnpike Wayne, NJ 07470 Telephone: (973) 696-8391 Scott P. Cowan sought Chapter 11 protection (Bankr. D.N.J. Case No. 16-14758) on March 15, 2016. Judge Stacey L. Meisel is assigned to the case. SCPD GRAMERCY: Unsecureds To Recover 5% Under Plan -------------------------------------------------- SCPD Gramercy 1 Holding LLC, et al., filed with the U.S. Bankruptcy Court for the Southern District of New York a disclosure statement in connection with the Debtors' Chapter 11 plan of reorganization. The Debtors estimate that Class 3 - General Unsecured Claims will not exceed approximately $750,000. Under the Plan, the Debtors will make a first and final pro rata distribution of cash to each holder of an Allowed Class 3 General Unsecured Claim in an amount equal to 5% of its allowed claim, on the Effective Date in full satisfaction of the claims. The primary vehicles for the implementation of the Plan are the equity financing and the construction financing. The Debtors said they will be filing a motion with the Bankruptcy Court seeking authority to obtain the Equity Financing and the Construction Financing. The Debtors anticipate that the financing approval order(s) will have been entered prior to the confirmation hearing. The Plan will be implemented through, and the distributions contemplated to be made under the Plan will be funded by certain equity financing and construction financing obtained by the Debtors. The Disclosure Statement is available at: http://bankrupt.com/misc/nysb16-11886-23.pdf About SCPD Gramercy SCPD Gramercy 1 LLC and SCPD Gramercy 1 Holding LLC are New York limited liability companies formed in 2013 for the purpose of acquiring, owning, and developing certain real property located at 327 East 22nd Street, New York, New York, Block 928, Lot 5, in the Gramercy neighborhood of Manhattan. SCPD Gramercy holds title to the Property and is the operating entity. SCPD Holding's sole purpose is to hold all of the membership interests in SCPD Gramercy. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. N.Y. Case Nos. 16-11886 and 16-11885) on June 30, 2016. The petitions were signed by Arnold Cariaso, authorized signor on behalf of the manager SC Property Development, LLC. The cases are assigned to Judge Sean H. Lane. At the time of the filing, the Debtors estimated their assets and debts at $0 to $50,000. The Debtors are represented by Douglas J. Pick, Esq., at Pick & Zabicki LLP. SEER ENVIRONMENTAL: Hires Mercer P.C. as Counsel ------------------------------------------------ Seer Environmental Materials, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Texas to employ Kell C. Mercer, P.C. as counsel to the Debtor. Seer Environmental requires Mercer P.C. to represent the Debtor as bankruptcy counsel in relation to the bankruptcy case. Mercer P.C. will be paid at the hourly rate of $400. Mercer P.C. will be paid a retainer in the amount of $20,000. Mercer P.C. will also be reimbursed for reasonable out-of-pocket expenses incurred. Kell C. Mercer, member of the law firm of Kell C. Mercer, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Mercer P.C. can be reached at: Kell C. Mercer, Esq. KELL C. MERCER, P.C. 1602 E. Cesar Chavez Austin, TX 78702 Tel: (512) 627-3512 E-mail: kell.mercer@mercer-law-pc.com About Seer Environmental An involuntary proceeding was commenced against Seer Environmental Materials, LLC, under Chapter 7 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 16-51875) on August 23, 2016. On August 30, 2016, the Debtor consented to entry of an order for relief and moved to convert the case to one under Chapter 11. The petitioning creditors are Robert Davis, As Representative of the Estate of Jessie Davis, Deceased; Joyce Davis, As Representative of the Estate of Jessie Davis, Deceased; and Waylon Davis, As Representative of the Estate of Jessie Davis, Deceased. They are represented by Shelby A. Jordan, Esq., at Jordan Hyden Womble Culbreth & Holze, PC. The Hon. Ronald B King presides over the case. SH 130 CONCESSION: Court Sets Nov. 30 Plan Filing Deadline ---------------------------------------------------------- Judge Tony M. Davis of the U.S. Bankruptcy Court for the Western District of Texas extended SH 130 Concession Company, LLC, et al.'s exclusive periods to file a chapter 11 plan and solicit acceptances to the plan, to November 30, 2016 and January 15, 2017, respectively. The Debtors related that they have filed their Plan and Disclosure Statement and have been negotiating in good faith with the Senior Lenders and other parties in interest, including the TIFIA Lender, the Texas Department of Transportation, and the Debtors' sponsors to address remaining open issues therein. The Debtors sought the extension to capitalize on the success of those negotiations and solicit acceptances of their Plan in the most efficient and cost-effective manner possible without the distraction of a competing plan process or the cost and delay associated therewith. About SH 130 Concession Company, LLC Headquartered in Buda, Texas, SH 130 Concession Company, LLC (the "Concessionaire") was formed to finance, develop, design, construct, operate, and maintain segments five and six of Texas State Highway 130 in partnership with the Texas Department of Transportation. The Concessionaire, Zachry Toll Road - 56 LP and Cintra TX 56 LLC filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Case Nos. 16-10262, 16-10263 and 16-10264, respectively) on March 2, 2016. The petitions were signed by Alfonso Orol, chief executive officer. The Debtors estimated both assets and debts in the range of $1 billion to $10 billion. Toll Road - 56 and TX 56 are holding companies that collectively hold the equity interests in the Concessionaire. They have no operations and have no creditors. The Debtors have engaged David M. Feldman, Esq., Matthew K. Kelsey, Esq., Alan Moskowitz, Esq., and Matthew G. Bouslog, Esq., at Gibson, Dunn & Crutcher LLP as general counsel; Patricia B. Tomasco, Esq. and Jennifer F. Wertz, Esq., at Jackson Walker L.L.P. as local counsel; and Prime Clerk LLC as notice, claims, solicitation, balloting and tabulation agent. Judge Tony M. Davis has been assigned the case. SHELLY'S FAMILY: Disclosures OK'd; Plan Hearing Set For Nov. 22 --------------------------------------------------------------- The Hon. John J. Thomas of the U.S. Bankruptcy Court for the Middle District of Pennsylvania has approved Shelly's Family Restaurant, Inc.'s disclosure statement dated Sept. 22, 2016, referring to a plan of reorganization dated Sept. 22, 2016. A hearing to consider the confirmation of the Debtor's Plan will be held on Nov. 22, 2016, at 9:30 a.m. Objections to the confirmation to the Plan must be filed by Oct. 31, 2016, which is also the last day for submitting written acceptances or rejections of the Plan. Nov. 13, 2016, is the last day for filing with the Court a tabulation of ballots accepting or rejecting the plan. Shelly's Family Restaurant, Inc., filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 13-02366) on May 3, 2013. Brian E Manning, Esq., serves as the Debtor's counsel. SHELLY'S FAMILY: Nov. 22 Hearing to Approve Disclosure Statement ---------------------------------------------------------------- The hearing to consider approval of Shelly's Family Restaurant, Inc.'s Amended Disclosure Statement will be held in the Courtroom No. 2, Max Rosenn U.S. Courthouse, 197 South Main Street, Wilkes-Barre, Pennsylvania, on Nov. 22, 2016 at 9:30 a.m. Oct. 27, 2016, is the deadline for filing written objections to the Amended disclosure statement. Shelly's Family Restaurant, Inc., filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 13-02366) on May 3, 2013. Brian E Manning, Esq., serves as the Debtor's counsel. Bankruptcy Judge John J. Thomas presides over the case. SHERWIN ALUMINA: Court Moves Plan Filing Deadline to Dec. 31 ------------------------------------------------------------ Judge David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas extended Sherwin Alumina Company, LLC's and Sherwin Pipeline, Inc.'s (a) exclusive period to file a chapter 11 plan through and including Dec. 31, 2016, and (b) exclusive period to solicit acceptances of a chapter 11 plan through and including March 1, 2017. As earlier reported by the Troubled Company Reporter, the Debtors sought an exclusivity extension, contending that they were still resolving various disputes with the official committee of unsecured creditors involving the priority, validity, and extent of the liens and claims of the Debtors' prepetition lender, Commodity Funding, LLC, and the Prepetition Secured Lender's right to credit bid which culminated in a binding global settlement reached in connection with the mediation before the Hon. Marvin Isgur. The Global Settlement paved the way for a successful live auction that culminated in the bid submitted by the Prepetition Secured Lender's affiliate, Corpus Christi Alumina, LLC, being named as the winning bid. Together, the Global Settlement and Interim Bauxite Arrangement allowed the Debtors to evaluate going-concern restructuring options. In addition, certain disputes have arisen between the Debtors and Noranda that have resulted in litigation being commenced in this Court and the U.S. Bankruptcy Court for the Eastern District of Missouri, for which the Debtors hope that the upcoming Mediation with Noranda will permit the Debtors to resolve certain disputes that have arisen with Noranda. The Debtors also expected to share their closure plan with certain regulatory agencies soon and to then promptly confirm a chapter 11 plan that reflects the terms of their closure plan and the proposed CCA sale transaction, which sale transaction will fund the Global Settlement. About Sherwin Alumina Company Sherwin Alumina Company, LLC, and Sherwin Pipeline, Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. Case Nos. 16-20012 and 16-20013, respectively) on Jan. 11, 2016. Thomas Russell signed the petitions as authorized signatory. Judge David R. Jones has been assigned the case. The Debtors have engaged Kirkland & Ellis LLP as general counsel, Zack A. Clement PLLC as local counsel, Huron Consulting Services LLC as financial advisor and Kurtzman Carson Consultants LLC as claims, notice and balloting agent. Sherwin operates an alumina plant in Gregory, Texas that produces aluminum oxide (or alumina), which is the primary component of aluminum, from bauxite. Sherwin produces alumina through the "Bayer Process," a refining technique that produces alumina from bauxite ore by dissolving the bauxite in a caustic solution. The Debtors disclosed total assets of $254,617,187 and total liabilities of $218,177,760, on Feb. 5, 2016. The U.S. Trustee appointed five members to the Official Committee of Unsecured Creditors. Robin Russell, Esq., Timothy S. McConn, Esq., and Ashley Gargour, Esq., at Andrews Kurth LLP, in Houston, Texas, represent the Committee. SKII LLC: Needs Until Dec. 27 to File Plan of Reorganization ------------------------------------------------------------ Skii, LLC, and Swisher Courts LLC ask the U.S. Bankruptcy Court for the Eastern District of Texas for a 90-day extension of their exclusive periods to file a chapter 11 plan and to solicit acceptances of such plan, through and including December 27, 2016 and February 23, 2017, respectively. This is the Debtors' second request for extension of the Exclusive Periods. Absent an extension, the Debtors' exclusive filing period was slated to expire September 26, 2016, and exclusive solicitation period is slated to expire November 25, 2016, respectively. The Debtors relate that they co-own land and improvements located at 501 E. Swisher Road, Lake Dallas, Texas 75065 subject to a first lien held by Compass Bank. While Compass Bank asserts it has a lien on the entire Property, its documents indicate a lien on only an undivided 1/3 interest in the Property. The Debtors further relate that since the bankruptcy filing, the Debtors have been in active negotiations to resolve the dispute with Compass Bank in order to restructure the first lien on the Property. According to the Debtors, they have mediated and agreed to a settlement with Compass Bank and currently, settlement documents are being prepared -- the settlement contemplates a dismissal with prejudice of the case with an outside of Court workout. Consequently, the Debtors submit that they should be granted a full and fair opportunity to negotiate, propose and seek acceptance of a Chapter 11 plan since the requested extension will not prejudice the legitimate interest of creditors and other parties in interest, but instead it will afford the Debtors a meaningful opportunity to pursue a feasible and consensual plan, all as contemplated by Chapter 11 of the Bankruptcy Code should a settlement fall through. Compass Bank has agreed with this request to extend exclusivity. About Skii, LLC Headquartered in Lake Dallas, Texas, Skii, LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Texas Case No. 16-40359) on Feb. 29, 2016, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Jodi Bieke, managing member. Larry A. Levick, Esq., at Singer & Levick, P.C., serves as the Debtor's bankruptcy counsel. No creditors' committee has been appointed in these cases by the United States Trustee. Furthermore, no trustee or examiner has been requested or appointed in these Chapter 11 cases. SOCAL INVESTMENTS ANNEX II: Hires Esmaili as Bankr. Counsel ----------------------------------------------------------- Socal Investments Annex II, LLC, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Sheila Esmaili, Esq. as general bankruptcy counsel to the Debtor. Socal Investments Annex II requires Esmaili to: a. advise the Debtor regarding matters of bankruptcy law and concerning the requirements of the Bankruptcy Code, and Bankruptcy Rules relating to the administration of the case, and the operation of the Debtor's estate as a debtor in possession; b. represent the Debtor in proceedings and hearings in the court involving matters of bankruptcy law; c. assist in compliance with the requirements of the Office of the U.S. Trustee; d. provide the Debtor legal advice and assistance with respect to the Debtor's powers and duties in the continued operation of the Debtor's business and management of property of the estate; e. assist the Debtor in the administration of the estate's assets and liabilities; f. prepare necessary applications, answers, motions, orders, reports and/or other legal documents on behalf of the Debtor; g. assist in the collection of all accounts receivable and other claims that the Debtor may have and resolve claims against the Debtor's estate; h. provide advice, as counsel, concerning the claims of secured and unsecured creditors, prosecution and/or defense of all actions; and i. prepare, negotiate, prosecute and attain confirmation of a plan of reorganization. Esmaili will be paid at these hourly rates: Sheila Esmaili $300 Sanaz Bereliani $250 Paralegal $200 Esmaili will be paid $13,000 as postpetition retainer fee. Esmaili will also be reimbursed for reasonable out-of-pocket expenses incurred. Sheila Esmaili, Esq., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Esmaili can be reached at: Sheila Esmaili, Esq. 11400 W. Olympic Blvd., Suite 200 Los Angeles, CA 9006 Tel: (310) 734-8209 E-mail: SE.Law.Esq@gmail.com About Socal Investments - Annex II LLC Socal Investments - Annex II LLC, based in Glendale, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 14-24036) on July 23, 2014. The Hon. Barry Russell presides over the case. Raymond H. Aver, Esq., at Law Offices of Raymond H. Aver, APC, as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The petition was signed by Edwin Moossalan, manager. SOO TRACTOR: Atlas Affiliate Participates in Asset Purchase ----------------------------------------------------------- An affiliate of Atlas Partners has participated in a venture that purchased the assets of Soo Tractor Sweeprake Company in Sioux City, Iowa, in order to maximize the value of the company and its assets. Special Opportunity Value Fund, LP also participated in the transaction. About Atlas Partners Atlas Partners, LLC, is a 19 year-old real estate consulting and investment company. In the past, it has specialized in the monetization of real estate assets, but currently is focused on other activities which include acquisitions for its principals of both real estate and distressed debt. About Soo Tractor Soo Tractor makes metal products and industrial/agricultural equipment. SOUTH POLLING: Seeks to Hire McNamee Hosea as Legal Counsel ----------------------------------------------------------- South Polling, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire McNamee Hosea Jernigan Kim Greenan & Lynch, P.A. to provide legal services, which include assisting the Debtor in formulating and implementing a Chapter 11 plan of reorganization. Christopher Hamlin, Esq., the attorney designated to represent the Debtor, will be paid $375 per hour while the firm's paralegals will be paid $125 per hour. Meanwhile, the hourly rate of McNamee associates ranges from $300 to 350. In a court filing, Mr. Hamlin disclosed that he is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Christopher L. Hamlin, Esq. McNamee Hosea Jernigan Kim Greenan & Lynch, P.A. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Phone: (301) 441-2420 Email: Chamlin@mhlawyers.com About South Polling South Polling, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-21695) on August 31, 2016. The petition was signed by Jesse Self, managing member. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. SPECTRUM HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Spectrum Healthcare, LLC 16-21635 27 Naek Road Vernon, CT 06066 Spectrum Healthcare Derby, LLC 16-21636 27 Naek Road Vernon, CT 06066 Spectrum Healthcare Hartford, LLC 16-21637 Spectrum Healthcare Manchester, LLC 16-21638 Spectrum Healthcare Torrington, LLC 16-21639 Nature of Business: Health Care Chapter 11 Petition Date: October 6, 2016 Court: United States Bankruptcy Court District of Connecticut (Hartford) Judge: Hon. James J. Tancredi Debtors' Counsel: Elizabeth J. Austin, Esq. PULLMAN & COMLEY, LLC 850 Main Street P.O. Box 7006 Bridgeport, CT 06601-7006 Tel: (203) 330-2000 E-mail: eaustin@pullcom.com - and - Irve J. Goldman, Esq. PULLMAN & COMLEY, LLC 850 Main Street, 8th Floor Bridgeport, CT 06604 Tel: 203-330-2000 Fax: 203-576-8888 E-mail: igoldman@pullcom.com - and - Jessica Grossarth, Esq. PULLMAN & COMLEY, LLC 850 Main Street P.O. Box 7006 Bridgeport, CT 06601-7006 Tel: (203) 330-2215 Fax: 203-257-0993 E-mail: jgrossarth@pullcom.com Total Estimated Assets Liabilities ---------- ----------- Spectrum Healthcare $282,369 $500K-$1M Spectrum Healthcare Derby $2,068,467 $1M-$10M Spectrum Healthcare Hartford $4,188,568 N/A Spectrum Healthcare Manchester, LLC $2,729,410 N/A Spectrum Healthcare Torrington, LLC $3,321,626 N/A The petitions were signed by Sean Murphy, chief financial officer. A copy of Spectrum Healthcare's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ctb16-21635.pdf A copy of Spectrum Healthcare Derby's list 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ctb16-21636.pdf STAG INDUSTRIAL: Fitch Affirms 'BB+' Rating on Preferred Stock -------------------------------------------------------------- Fitch Ratings has affirmed its ratings of STAG Industrial, Inc. (NYSE: STAG) and its operating partnership STAG Industrial Operating Partnership, L.P. (collectively, the company), including the Long-Term Issuer Default Ratings (IDR), at 'BBB'. Fitch has also assigned a 'BBB' rating to the previously announced $150 million committed term loan STAG plans to draw down during the fourth quarter of 2016 (4Q16). KEY RATING DRIVERS Fitch's ratings for STAG reflect the company's credit strengths, which include appropriate leverage and fixed charge coverage (FCC) metrics for the rating, strong liquidity, a sizable unencumbered asset pool and improving access to unsecured debt capital. Fitch expects STAG to operate through the cycle with metrics that are appropriate for the 'BBB' rating, including net debt-to-annualized recurring EBITDA (adjusted for partial period investments) sustaining in the low-to-mid-5.0x range and FCC coverage at or above 3.0x. STAG's policy leverage target is strong relative to similarly rated REITs, which is appropriate given its 75.9% portfolio weighting in company-defined secondary and tertiary markets that generally trade at higher cap rates. Strategy, Growth Pressuring SSNOI Fitch expects STAG's same store net operating income (SSNOI) to be flat to slightly positive through our 2018 projection period as occupancy losses offset solidly positive leasing spreads. STAG's SSNOI growth will likely trail its industrial REIT peers due to the company's strategy of acquiring 100% occupied single-tenant industrial buildings. As the company grows larger and its acquisitions season, the law of large numbers essentially pulls STAG's portfolio occupancy rate closer to market (roughly 93% to 95%). STAG is generally compensated for this occupancy loss through higher going-in yields for acquisitions. The company's leasing spreads and tenant retention rates, which Fitch views as alternative measures of portfolio quality and functionality, are generally in-line with its peers. STAG's cash SSNOI grew by 0.6% during 2Q16 and 2.0% for the first six months of the year. This follows positive 0.6% SSNOI growth during 2015, which reversed a negative trend that included SSNOI declines of 2.0% and 2.2% in 2014 and 2013, respectively. STAG retained 69% of its expiring leased square footage for the TTM ended June 30, 2016 - a level consistent with the company's long-term average. Appropriate Leverage Fitch projects the company will have net debt to EBITDA in the 5.0x to 5.5x range during the next three years on an annualized basis that includes a full-year's impact of earnings from projected acquisitions. STAG's leverage was 5.5x based on an annualized run rate of recurring operating EBITDA for the quarter ending June 30, 2016. The company's leverage was 6.1x including 50% equity credit for its perpetual preferred stock in total debt. Improving Capital Access STAG's issuances of senior unsecured notes in July 2014, December 2014, February 2015 and December 2015 have been important milestones in the company's transition to a predominantly unsecured borrowing strategy, evidencing broader access to unsecured debt capital. However, STAG's unsecured debt capital access remains somewhat less established than similarly rated peers pending an inaugural public unsecured bond offering and further private placement issuance. Prior to the company's inaugural private unsecured notes placement, STAG's unsecured borrowings were limited to three bank term loans, as well as drawdowns under the company's unsecured revolver. Healthy Fixed Charge Coverage Fitch expects the company's FCC to improve to the mid-3.0x range over the one-to-two-year Outlook horizon. STAG's recent $75 million preferred equity issuance has contributed to FCC declining to 3.0x from 3.4x in 2015. The company plans to redeem its 9% series A preferreds in November 2016, which will improve its FCC, all else equal. Fitch also expects the company to repay its $70 million 6.625% preferred stock when it becomes callable during 2018. Strong Liquidity Profile STAG's liquidity position is strong, with $386 million of availability under its committed, unsecured credit facility and $150 million of committed unsecured term loan borrowings that Fitch expects the company to access during 4Q16. STAG has minimal debt maturities until 2018 when $120 million of secured property-level mortgages mature. STAG's unencumbered assets, defined as unencumbered NOI (as calculated in accordance with the company's unsecured loan agreements) divided by a stressed capitalization rate of 10%, covered its unsecured debt by 2.1x in 2Q16, which is solid for the 'BBB' rating. STAG's substantial unencumbered asset pool is a source of contingent liquidity that enhances its credit profile. Straightforward Business Model STAG has not made investments in ground-up development or unconsolidated joint venture partnerships, in contrast to many of its industrial REIT peers. The absence of these items helps simplify the company's business model, improve financial reporting transparency and reduce potential contingent liquidity claims, which Fitch views positively. Secondary Market Locations STAG's growth strategy centers on the acquisition of single-tenant industrial buildings, including warehouse/distribution properties (87.3% of annualized base rent [ABR]), manufacturing assets (9.2%) and flex/office space (3.5%). The company's emphasis on relative value has led it to acquire mainly properties in secondary markets throughout the United States. Such transactions typically range in price from $5 million to $50 million and have higher going-in yields and less competition from institutional buyers. At June 30, 2016, secondary markets comprised the majority of STAG's portfolio (64.7% of annualized base revenue), followed by primary markets (24.1%) and tertiary markets (11.2%). The company defines primary markets as markets with approximately 200 million or more in net rentable industrial square footage. Secondary industrial markets have net rentable square footage ranging from approximately 25 million to approximately 200 million, and tertiary markets are those with less than 25 million square feet of net rentable industrial square footage. The company has only minimal exposure to what market participants generally consider 'core' U.S. industrial and logistics markets, which include Chicago, Los Angeles/Inland Empire, Dallas - Fort Worth, Atlanta and New York/Northern New Jersey. Fitch views this as a credit negative, all else equal, given superior liquidity characteristics for industrial assets in 'core' markets - both in terms of financing capacity and transaction volumes. However, the portfolio's granular geographic diversity should help reduce cash flow volatility. Differentiated Strategy within Fragmented Market STAG's current market share of its target markets is less than 1% of the $250 billion single-tenant industrial market, which provides growth opportunities in the company's target asset class. The company's management team focuses on the binary nature of the cash flow of individual, single-tenant, industrial properties and the opportunity for cash flow growth across markets, industries, segments and property sizes. This differentiated business model is thoughtful in its considerations of leasing, asset management, credit and capital market funding, which Fitch views favorably. Preferred Stock Notching The two-notch differential between STAG's IDR and preferred stock rating is consistent with Fitch's criteria for a U.S. REIT with an IDR of 'BBB'. 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. Stable Outlook The Stable Outlook reflects Fitch's expectation that STAG will maintain credit metrics over the rating horizon (typically one to two years) that are consistent with the 'BBB' rating, as well as our outlook for positive near- to medium-term industrial property fundamentals. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for STAG include: -- STAG's SSNOI grows by 0%-1% per annum through 2018; -- Acquisitions of approximately $475 million, $550 million, $750 million in 2016, 2017, and 2018, respectively; -- Dispositions of $150 million during 2016 and none thereafter; -- Unsecured debt borrowings of $150 million, $225 million and $325 million during 2016, 2017 and 2018, respectively; -- Equity issuance of $275 million in 2016, $350 million in 2017, and $450 million in 2018; -- STAG repurchases its $69 million 9% Series A preferreds during 4Q16 and its $70 million 6.625% preferred stock when it becomes callable in 2018. RATING SENSITIVITIES Although positive rating momentum is unlikely in the near- to medium-term, the following factors may have a positive impact on STAG's ratings: -- Leverage calculated on an annualized basis adjusted for acquisitions sustaining below 5.0x (leverage was 5.5x as of June 30, 2016, after giving effect to partial period acquisitions); -- Further development of STAG's unsecured debt capital access; -- Fixed charge coverage sustaining above 4.0x (coverage was 3.0x for the quarter ended June 30, 2016). These factors may have a negative impact on the company's ratings and/or Outlook: -- Indications that STAG's property portfolio is not competing effectively within its markets, which could include below- market leasing velocity and rent growth and weak SSNOI growth for seasoned acquisitions; -- Fitch's expectation for leverage sustaining above 5.5x; -- Fixed charge coverage sustaining below 3.0x; -- Unencumbered assets-to-net unsecured debt of below 2.0x (coverage was 2.1x for the quarter ended June 30, 2016). FULL LIST OF RATING ACTIONS Fitch has affirmed STAG's ratings as: STAG Industrial, Inc. -- Issuer Default Rating (IDR) at 'BBB'; -- Preferred stock at 'BB+'. STAG Industrial Operating Partnership, L.P. -- IDR at 'BBB'; -- Senior unsecured revolving credit facility at 'BBB'; -- Senior unsecured notes at 'BBB'; -- Senior unsecured term loans at 'BBB'. Fitch has also assigned a 'BBB' rating to STAG's $150 million committed term loan that we expect the company to access during 4Q16. The Rating Outlook is Stable. STANACOLA EMPLOYEES: UPB's Bid for Relief from Plan Order Denied ---------------------------------------------------------------- The United States Bankruptcy Court for the Middle District of Louisiana denied Union Planters Bank, N.A.'s request for relief from the May 1, 2002, order confirming Stanacola Employees Medical and Hospital Association, Inc.'s Second Amended Chapter 11 plan. The court determined that it has jurisdiction to consider UPB's motion, even though the chapter 11 case was dismissed on April 27, 2004. In its motion, filed pursuant to Bankruptcy Rule 9024, adopting Federal Rule of Civil Procedure 60, UPB alleged that the immaterial modifications filed by the debtor to the Second Amended Chapter 11 plan were not served on it. UPB alleged that it first learned of the modifications to the plan that reduced the payments to UPB in late July 2004, when the debtor's counsel raised the modification as a defense to the debtor's failure to make a payment due to UPB under the plan. UPB asserted in its motion, filed more than two years after plan confirmation, that its due process rights were violated because it was not given notice of the modifications, or an opportunity to oppose them. The court, however, found that, even conceding that UPB was not sent and did not receive electronic notice of the filing of the modifications, the record of the reorganization case shows that the May 1, 2002 confirmation order, which included the modifications, was served on UPB and its counsel by mail. "That is all the notice to which UPB was entitled," the court said. The court thus denied UPB's motion for relief for being untimely. The bankruptcy case is IN RE: STANACOLA EMPLOYEES MEDICAL AND HOSPITAL ASSOCIATION, INC., DEBTOR, CASE NO. 01-11734 (Bankr. M.D. La.). A full-text copy of the court's memorandum opinion is available at http://bankrupt.com/misc/lamb01-11734-315.pdf STARZ ACQUISITION: Taps Dal Lago Law as Legal Counsel ----------------------------------------------------- Starz Acquisition, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Dal Lago Law as its legal counsel. The services to be provided by the firm include advising the Debtor regarding its rights and duties, and assisting the Debtor in formulating a Chapter 11 plan of reorganization. The firm's professionals and their hourly rates are: Michael R. Dal Lago $360 Meredith L. Pelton $200 Kimberly Christian $155 Mr. Dal Lago, Esq., owner and president of Dal Lago Law, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael R. Dal Lago, Esq. Dal Lago Law 999 Vanderbilt Beach Road, Suite 200 Naples, FL 34108 Tel: 239.571.6877 Cell: 201.417.8229 Email: mike@dallagolaw.com About Starz Acquisition Starz Acquisition, LLC filed a chapter 11 petition (Bankr. M.D. Fla. Case No. 16-08045), on September 18, 2016. The Debtor is represented by Michael R. Dal Lago, Esq. at Dal Lago Law, of Naples, FL. The Debtor is a Florida limited liability company that owns and operates Italian Restaurants/Pizzerias in two locations in Fort Myers, Florida. The first location seats about 150 to 160 people, has a full Liquor License (i.e., a 4COP), and operates a small bar within a rented area of about 3,100 square feet at 8750 Gladiolus Drive. The second location operates in about 1,000 square feet of space at 16681 McGregor Boulevard. The McGregor Location focuses primarily on customer pick-up and delivery with limited dine in and catering. The McGregor Location has a Beer and Wine license 2COP for dine in customers. STEAK N SHAKE: Moody's Affirms B2 CFR, Outlook Changed to Stable ---------------------------------------------------------------- Moody's Investors Service revised Steak n Shake Inc.'s rating outlook to stable from negative following the company's announcement that it was not pursuing its previously announced dividend recap. At the same time, Moody's affirmed the company's B2 Corporate Family Rating, B2-PD Probability of Default Rating and the B1 rating on its senior secured bank facility. "The stable rating outlook reflects Moody's expectation that Steak n Shake will effectively manage growth while maintaining good liquidity," stated Peter Trombetta, an Analyst at Moody's. "The outlook also reflects our expectation that Steak n Shake will pursue debt financed shareholder friendly transactions as evidenced by its recent planned dividend recap," added Trombetta. Ratings affirmed: -- Corporate Family Rating at B2 -- Probability of Default Rating at B2-PD -- $30 million senior secured revolver due 2019 at B1 (LGD3) -- $203 million (outstanding) senior secured term loan due 2021 at B1 (LGD3) RATINGS RATIONALE Steak n Shake's B2 Corporate Family Rating reflects the company's modest scale in terms of revenue, number of restaurants, and narrow product offering given our view that operating performance could be hampered by negative traffic trends, intense competition and cost inflation related to labor. The rating also takes into consideration the company's shareholder focused financial policy as evidenced by the company's contemplated $230 million debt financed dividend to Steak n Shake's parent, Biglari Holdings Inc. While this transaction ultimately did not close, the company has stated its intentions to distribute cash flow to its owner and has used the debt markets to facilitate these transactions in the past. The ratings also reflect the company's modest leverage and good interest coverage -- about 4.5x and 2.0x respectively for the LTM period ended June 30, 2016. Moody's said, "While the company's leverage and coverage is good relative to similarly rated peers, we expect the company will pursue shareholder friendly actions that will weaken these metrics." The ratings are supported by Steak n Shake's strong brand awareness in its core markets, a relentless focus on value that contributes to positive same store sales. The ratings also reflect the benefit from commodity deflation related to beef and dairy which has helped to mitigate higher labor costs. Steak n Shake's ratings could be upgraded if the company demonstrate the willingness to maintain leverage below 5.0x and EBIT/interest around 2.0x. A higher rating would also require the company have at least good liquidity. Ratings could be downgraded if debt/EBITDA increased and was sustained above 6.0x or EBIT/interest declined to below 1.25x. Any deterioration in liquidity would also create downward ratings pressure. Steak n Shake Operations, Inc., is the owner, operator and franchisor of Steak n Shake restaurants which sells premium hamburgers and milk shakes in about 417 owned and 154 franchised restaurants throughout the United States (as of June 29, 2016). Steak n Shake generates annual revenues of about $810 million and is a wholly-owned subsidiary of Biglari Holdings Inc. The principal methodology used in these ratings was Restaurant Industry published in September 2015. STEREO ONE: Plan Confirmation Hearing Set for Nov. 15 ----------------------------------------------------- The Hon. Paulette J. Delk will hold a hearing to consider final approval of the disclosure statement explaining Stereo One, Inc.'s Chapter 11 Plan, if a written objection is timely filed, and for confirmation of the plan on Nov. 15, 2016, at 11:00 a.m., 200 Jefferson Avenue, Courtroom 630, Memphis, Tennessee. Nov. 1, 2016, is fixed as the last day for filing written objections to the disclosure statement or to confirmation of the plan. Nov. 1, 2016, is fixed as the last day for filing written acceptances or rejections of the plan. On Nov. 8, 2016, counsel for the Debtor will file with the Bankruptcy Clerk a summary tabulation of ballots stating: (1) the value of all allowed interests for each class; (2) the number and dollar amount of all votes cast for each class; (3) the number and dollar amount of all acceptances for each class; (4) the number and dollar amount of all rejections for each class; and (5) a concluding paragraph indicating whether the plan has received sufficient acceptances to be confirmed. As reported by the Troubled Company Reporter on Sept. 14, 2016, Samuel K. Crocker, the United States Trustee for Region 8, objected to the Small Business Disclosure Statement and Plan filed by Stereo One, Inc., complaining that: * While the Debtor has provided language in the Plan at paragraph 3.4 regarding the payment of 28 U.S.C. Section 1930(a)(6) U.S. Trustee Quarterly Fees, the Plan should provide that the reorganized Debtor will file with the Court and serve on the U.S. Trustee a financial report for each Quarter (or portion thereof), that the case remains open, in a format prescribed by the U.S. Trustee and provided to the Debtor by the U.S. Trustee. * The Plan does not address in Section 4.01 - Priority Claims the priority proofs of claim filed by the Tennessee Department of Revenue (Claims # 8-1 and # 9-1). * The Plan purports in Class 7 to include holders of unsecured claims of less than $10,000 as a convenience class per Section 1122(b) allowing for a cash payment of 15% of the allowed claim as payment in full. It provides no further discussion of the timing or manner in which the claims are to be paid. How claims are to be paid should be clearly addressed in the Plan. * Section 4.01 Class 8 - General Unsecured Creditors states that unsecured debt will be converted to equity and paid a "priority amount from quarterly fees until paid in full," without further explanation of the terms or manner in which the claims will be satisfied. Article VIII provides for amendment of the corporate charter "to include a special class of stock for the Class 8 Unsecured creditors." But it is not at all explained how this satisfies the claims, nor how this would result in in a 100% distribution to unsecureds as stated in the Liquidation Analysis. About Stereo One Stereo One Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 15-29530) on Oct. 7, 2015. The petition was signed by Kourosh (David) Zarshenas, president. The case is assigned to Judge Paulette J. Delk. At the time of the filing, the Debtor estimated assets of $100,000 to $500,000 and debt of $1 million to $10 million. SUGARMAN'S PLAZA: Hires NAI Hanson as Real Estate Broker -------------------------------------------------------- Sugarman's Plaza Limited Partnership, seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to employ NAI Hanson as real estate broker to the Debtor. Sugarman's Plaza requires NAI Hanson to sell or lease the Debtor's interest in and to the real property located at 600 Scranton Carbondale Highway, Archbald PA 18403. NAI Hanson will be paid as follows: Lease -- 5% of the aggregate rental including options to renew, or extensions, and the tenant's taking of additional space; Sale -- 5% of the purchase price. NAI Hanson will also be reimbursed for reasonable out-of-pocket expenses incurred. Sigmund E. Schorr, vice president of NAI Hanson, 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. NAI Hanson can be reached at: Sigmund E. Schorr NAI HANSON 10 Lanidex Plaza West Parsippanny, NJ 07054 Tel: (973) 463-1011 E-mail: sschorr@naihanson.com About Sugarman's Plaza Sugarman's Plaza Limited Partnership operates a business located at 600 Scranton Carbondale Highway, Archbald PA 18403. The premises consist of approximately 455,000 square feet of land (approximately 58.6 acres) containing a store, warehouse, office space and parking lot. The Debtor rents the Premises to various tenants. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-42496) on June 7, 2016. The petition was signed by Chaim Laufer, general partner of TSC Associates. The case is assigned to Judge Elizabeth S. Stong. The Debtor is represented by David Carlebach, Esq., at The Carlebach Law Group, as bankruptcy counsel. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. No official committee of unsecured creditors has been appointed in the case. SUMMERWOOD CORP: Taps Avanesian as General Insolvency Counsel ------------------------------------------------------------- Summerwood Corporation seeks authorization from the U.S. Bankruptcy Court for the Central District of Caifornia to employ the Avanesian Law Firm as general insolvency counsel, nunc pro tunc to the August 24, 2016, petition date. The Debtor requires Avanesian to: (a) advice and assist the Debtor regarding compliance with the requirements of the United States Trustee; (b) advice the Debtor regarding the matters of bankruptcy law, including the rights and remedies of the Debtor in regard to its assets and with respect to the claims of the creditors; (c) advice the Debtor regarding cash collateral matters with respect to the Debtor's real property; (d) conduct examinations of witnesses, claimants or adverse parties and to prepare and assist in the preparation of reports, accounts and pleadings; (e) advice the Debtor concerning the requirements of the Bankruptcy Code and applicable rules; (f) assist with the negotiation, formulation, confirmation and implementation of a Chapter 11 plan; and, (g) make any appearances in the Bankruptcy Court on behalf of the Debtor; and to take such other action and to perform such other services as the Debtor may require. Avanesian will be paid at these hourly rates: Michael Avanesian $375 Associate Attorneys $250 Law clerks $150 Paralegals $75 Avanesian will also be reimbursed for reasonable out-of-pocket expenses incurred such as: -- Facsimile $.10/page (no charge unless voluminous) -- Photocopies $.10 per page -- Mileage Standard IRS mileage rate (currently $.575 cents per mile) On August 23, 2016, the Debtor paid an amount of $2,217 to the firm. $1,717 of which was used to pay for filing fees and the $500 was applied towards prepetition services. There remains $0 in the Firm's client trust account. The firm does not owe any additional money for prepetition services. Vahe Khachooni, Vice President of the Debtor, 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. Avanesian can be reached at: Michael Avanesian, Esq. William S. Youkstetter, Esq. AVANESIAN LAW FIRM 801 N. Brand Blvd., Suite #1130 Glendale, CA 91203 Tel.: 818.276.2477 Fax: 818.208.4550 Email: michael@avanesianlaw.com sloan@avanesianlaw.com About Summerwood Corp. Summerwood Corporation filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-21313) on August 24, 2016, and is represented by Michael Avanesian, Esq. in Glendale, California. At the time of filing, the Debtor had $0 to $50,000 in estimated assets and $1 million to $10 million in estimated liabilities. The petition was signed by Vahe Khachooni, vice-president. A copy of the Debtor's list of 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb16-21313.pdf SUNEDISON INC: Securities Fraud Complaint on KPMG Docs Filed ------------------------------------------------------------ BankruptcyData.com reported that Sun Edison shareholder Stephen A. Miller filed with the U.S. Bankruptcy Court a motion to compel the Court to order an investigation by the US Trustee and Federal Bureau of Investigation into alleged embezzlement and securities fraud by SunEdison's management and destruction of records by KPMG prior to distribution of any funds for any purpose. The motion argues, "Due to the destruction of records by KPMG, there can be no way to know the size of missing cash from embezzlement revealed in the civil complaint No. 4:15-01769- RWS UNITED STATES DISTRICT COURT Eastern District of Missouri Eastern Division 2. The authors of the aforementioned 215-page civil complaint have a series of events depicting probable cause of criminal events that directly embezzled funds causing the bankruptcy. Some of these events sought to gain from criminal acts including the $169,000,000 15% loan by Goldman Sachs." About SunEdison, Inc. SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong, the senior vice president, general counsel and secretary, signed the petitions. The Debtors disclosed total assets of $20.7 billion and total debt of $16.1 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. An official committee of unsecured creditors has been appointed in the case. The committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. SUTTON LUMBER: Unsecured Creditors to Get $500 in 60 Months ----------------------------------------------------------- Sutton Lumber Co., Inc., filed with the U.S. Bankruptcy Court for the Northern District of Georgia a disclosure statement dated Oct. 3, 2016, for the Debtor's plan of reorganization. Each holder of Class 7 General Unsecured Claims will share pro-rata in 60 monthly payments of $500 each. The amount paid to each unsecured claim holder will be based on the pro rata amount of the holder's allowed Class 7 Claim as compared to the total allowed Class 7 Claims. The first payment under Class 7 will be on the 28th day of the first full month following the Effective Date with subsequent payments continuing by the 28th day of each subsequent month for a total of 60 monthly payments. The source of funds for the payments pursuant to the Plan is the continued operation of the sawmill, chip plant, planning mill and power plant and from contributions by Harold Sutton and Doyle Sutton. Debtor intends to incrementally increase inventory purchases, which will ultimately increase revenues and allow the Debtor to become self-sustaining once again. Debtor will pay the administrative expense claims and assist in funding the operating needs of the Debtor from the "new value" included in Class 8 of the Plan or from a contribution by Harold Sutton and Doyle Sutton if a "new value" contribution under Class 8 is not applicable. The Disclosure Statement is available at: http://bankrupt.com/misc/ganb16-40233-63.pdf Headquartered in Tennga, Georgia, Sutton Lumber Co., Inc., operates a sawmill, planning mill, chip mill and power plant located on property owned by the Debtor. At the sawmill, the Debtor converts logs that it purchases from third parties into lumber. At the planning mill, the Debtor takes cut and seasoned boards or lumber from the sawmill and turns them into finished, smoothed, dimensional lumber for various uses by its customers. At the chip mill, the Debtor grinds whole logs into wood chips for use in paper for the Debtor's customers. At the power plant, the Debtor generates power which it uses to run its operations and sells the excess power to the Tennessee Valley Authority. The Debtor is owned by Harold Sutton and Doyle Sutton. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 16-40233) on Feb. 1, 2016, estimating its assets at up to to $50,000 and its liabilities at between $1 million and $10 million. The petition was signed by Harold Sutton, president. Judge Paul W. Bonapfel presides over the case. Leslie M. Pineyro, Esq., at Jones And Walden, LLC, serves as the Debtor's bankruptcy counsel. TALEN ENERGY: S&P Assigns 'BB' Rating on $600MM Sr. Sec. Loan ------------------------------------------------------------- S&P Global Ratings said that it has assigned its 'BB' issue-level rating and '1' recovery rating to a newly issued $600 million senior secured term loan issued by Talen Energy Supply LLC. The issuer credit rating of 'B+' is presently unchanged, as are all other issue-level ratings. The issuance will refinance an unsecured issuance that matured in May 2016 but was paid for using the revolving credit facility as well as for general corporate purposes. S&P had previously anticipated such debt would be issued in its review of the company; S&P now anticipates that the Riverstone transaction will close toward the end of 2016 or the beginning of 2017. Talen Energy Corp. (the parent of the issuer) is an independent power producer (IPP) that owns about 16 gigawatts of generation, spread across five regional transmission organizations, but it is largely concentrated in the Pennsylvania-Jersey-Maryland Interconnection. Like other IPPs, it faces near-term risks around gas pricing and power demand growth, both of which have contributed to weaker metrics in 2016. Longer term, it also faces risks surrounding environmental rules, with its considerable investments in coal-fired generation being especially exposed. Ratings List Talen Energy Supply LLC Issuer Credit Rating B+/Stable/-- New Rating Talen Energy Supply LLC $600 mil sr secd term loan due 2023 BB Recovery Rating 1 TARLIN INVESTMENTS: Hires Esmaili as General Bankruptcy Counsel --------------------------------------------------------------- Tarlin Investments, LLC, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Sheila Esmaili, Esq. as general bankruptcy counsel to the Debtor. Tarlin Investments requires Esmaili to: a. advise the Debtor regarding matters of bankruptcy law and concerning the requirements of the Bankruptcy Code, and Bankruptcy Rules relating to the administration of the case, and the operation of the Debtor's estate as a debtor in possession; b. represent the Debtor in proceedings and hearings in the court involving matters of bankruptcy law; c. assist in compliance with the requirements of the Office of the U.S. Trustee; d. provide the Debtor legal advice and assistance with respect to the Debtor's powers and duties in the continued operation of the Debtor's business and management of property of the estate; e. assist the Debtor in the administration of the estate's assets and liabilities; f. prepare necessary applications, answers, motions, orders, reports and/or other legal documents on behalf of the Debtor; g. assist in the collection of all accounts receivable and other claims that the Debtor may have and resolve claims against the Debtor's estate; h. provide advice, as counsel, concerning the claims of secured and unsecured creditors, prosecution and/or defense of all actions; and i. prepare, negotiate, prosecute and attain confirmation of a plan of reorganization. Esmaili will be paid at these hourly rates: Sheila Esmaili $300 Sanaz Bereliani $250 Paralegal $200 Esmaili will be paid $13,000 as postpetition retainer fee. Esmaili will also be reimbursed for reasonable out-of-pocket expenses incurred. Sheila Esmaili, Esq., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Esmaili can be reached at: Sheila Esmaili, Esq. 11400 W. Olympic Blvd., Suite 200 Los Angeles, CA 9006 Tel: (310) 734-8209 E-mail: SE.Law.Esq@gmail.com About Tarlin Investments Tarlin Investments, LLC, based in Glendale, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 14-24045) on July 23, 2014. The Hon. Richard M Neiter presides over the case. Raymond H. Aver, Esq., at Law Offices of Raymond H. Aver, APC, as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. The petition was signed by Edwin Moossalan, manager. TCEH CORP: Moody's Assigns Ba2 Corporate Family Rating ------------------------------------------------------ Moody's Investors Service assigned a Ba2 corporate family rating (CFR), Ba2-PD probability of default rating (PDR), and SGL-1 speculative default rating to TCEH Corp. (TCEH Corp), the parent company of Tex Operations Company LLC (Tex Operations), successor to Texas Competitive Electric Holdings Company LLC (TCEH). Concurrently, Moody's assigned ratings of Ba2 to $4.25 billion of senior secured exit credit facilities of Tex Operations. The rating outlook is stable. The credit facilities were initially issued as super-priority debtor-in-possession loans of TCEH. On October 3rd, in conjunction with the company's court approved restructuring and plan of separation from its prior parent Energy Future Holdings, the facilities converted to secured obligations of Tex Operations. The facilities will provide ongoing permanent financing for Tex Operations and consist of a $2,850 million secured term loan due August 2023, a $750 million secured revolving credit facility terminating August 2021, and a $650 million secured funded letter of credit facility (Term C Loan) due August 2023. RATINGS RATIONALE The Ba2 CFR for TCEH Corp reflects the credit profile of its operating company subsidiary Tex Operations. The rating considers Tex Operations' position as the largest wholesale merchant generator in the Electric Reliability Council of Texas (ERCOT) market, the fuel diversity obtained via its April 2016 acquisition of the Forney and Lamar gas plants, and the competitive advantage the company enjoys by virtue of its position as the largest retail electricity provider (REP) in the region. Currently, approximately half of Tex Operations' operating earnings and cash flow are derived from its more stable retail business, which act as a counterbalance for the company's generation output. Our view considers a balance sheet that is modestly leveraged, with funded debt equal to about 2.7x management's forecasted 2017 earnings before interest taxes and depreciation (EBITDA). Moody's said, "As a result, we anticipate Tex Operations will be able to demonstrate cash flow credit metrics that are more robust than other independent wholesale merchant power companies. For example we expect the ratio of cash flow from operations excluding changes in working capital (CFO pre-W/C) to remain above 20%, which is at the low end of the "Baa" scoring range indicated for this factor in Moody's rating methodology for unregulated power companies. This would be meaningfully stronger than expected from peer companies such as NRG Energy (Ba3 stable) and Calpine Corporation (Ba3 stable)." Tex Operations' generating portfolio is located entirely within the ERCOT system, an energy only market where generators' revenues are entirely dependent on the price of electricity and related services they deliver to the system. Unlike some other markets in the U.S., generators in ERCOT do not benefit from more predictable capacity payments that are meant to assure adequate resources and provide for the cost of maintaining generating assets. Although market conditions for merchant generators in ERCOT remain challenging, stability is provided by Tex Operations' position as the largest retail electricity provider in the region. Earnings produced by TXU Energy, Tex Operations' retail arm, have been relatively consistent. TXU Energy has a 25% market share in the residential market, as a result, over half of its volumes and over 50% of its gross margins are generated this more stable and profitable segment. Going forward, retail sales of over 40 TWh per year should represent over 60% of Tex Operations' estimated production volumes of about 70 TWh per year. Although Tex Operations' generating portfolio is concentrated in one state, the company does benefit from some fuel diversity. After acquiring the Forney and Lamar gas fired generating facilities (approximately 3,000 MW) in April, about 50% of Tex Operations' generating base and volumes now come from coal plants, versus over 60% prior to the transaction. Absent the acquisition, the balance of Tex Operations' generation was produced almost entirely by its 2,300 MW nuclear plant, with only about 1% coming from gas-fired generation. Going forward, gas production is expected to represent over 20% of generation volumes. The addition of gas-fired assets is positive for Tex Operations as the wholesale margins produced by these plants are less sensitive to the historically low levels for gas and power prices that currently exist in the ERCOT market. The Ba2 rating reflects a starting balance sheet that is relatively lightly leveraged, with funded debt obligations of approximately $3.5 billion versus approximately $32 billion of pre-petition obligations. Moody's said, "As a result, we anticipate the company will be able to generate cash flow credit metrics that are fairly robust." For the next few years, the company forecasts its ratio of CFO pre -- W/C to debt will be close to 30%. Based on our more conservative forecasts and standard analytical adjustments, we anticipate TCEH's ratio of CFO pre-W/C to debt should remain above 20%; and we expect, after deducting capital expenditures for maintenance and nuclear fuel, the ratio will be above 10%. The lenders benefit from guarantees and first lien security provided by all of Tex Operations material operating subsidiaries (subject to a super priority carve out of up to $975 million for mining reclamation obligations, with the current obligation estimated at about $200 million). Although there are limitations on liens, asset sales, dividend payments etc., they are all subject to meaningful exceptions and growing basket carve-outs and specifically permit the incurrence of $1 billion of incremental first lien facilities. Covenants are primarily incurrence based. The five-year revolving credit facility does include a quarterly consolidated first lien net leverage coverage test with a maximum level of 4.25x; however, the covenant is generally only tested if revolver usage is more than 30%. The incremental facilities are generally limited by a pro-forma consolidated net debt test of 4.5x, subject to basket carve-outs. Moody's said, "Assuming management's forecast of 2017 EBITDA, we currently estimate this ratio at about 1.5x. To the extent the company were to instantaneously issue the additional $1 billion of specifically permitted debt (and not receive any credit for the cash), the estimated ratio would increase to about 2.3x and the ratio of CFO pre-W/C to debt would decline by about 6%." In the Moody's forecast, this level of additional indebtedness would move the ratio of CFO pre- W/C below the high-teens threshold, and would not likely be commensurate with the Ba2 rating. The separation of Tex Operations from its prior parent Energy Future Holdings was implemented as a tax-free spin-off. However, in order to obtain the benefits of a higher depreciation tax shield on future earnings, certain assets with fair market value significantly in excess of their tax base (primarily the retail operations and the Comanche Peak nuclear plant) were transferred to Tex Preferred Corp., a Tex Operations subsidiary which issued $70 million of preferred stock to outside investors. The action intentionally triggered a taxable gain, which is offset by net operating losses available to TCEH at the time of emergence. The benefit of the higher tax basis on future depreciation deductions will be shared (85%) with the prior TCEH first lien lenders via a tax receivables agreement, and the creation of "TRA rights" which can be traded separately from the TCEH Corp stock. Payments under the agreement are payable only to the extent actual cash savings from the basis step-up are realized. The contingent obligation is legally and structurally subordinate to the credit facilities of Tex Operations, is estimated to have a net present value of about $1 billion, and resides at Tex Operations' parent TCEH Corp. Liquidity The company's liquidity position is good. After making agreed settlement payments to prior TCEH lenders, the company has emerged with about $800 million of unrestricted cash on hand and expects to initially generate positive free cash flow in the range of $800-$900 million per year. External liquidity for working capital needs is provided by a $750 million revolving credit facility which is expected to remain largely undrawn. Collateral for letter of credit posting is provided via the $650 million Term C Loan, of which approximately $560 million is currently utilized. The only financial maintenance covenant is a springing maximum secured first lien net leverage ratio of 4.25x, which is tested only if revolver usage is greater than 30%. As of October 3, 2016, based on twelve month trailing EBITDA as of June 30, 2016, TCEH Corp. calculates the ratio at 1.7x. Outlook The rating outlook is stable reflecting our view that over the near-to-medium term management will continue to focus on optimizing the operating capabilities of its assets while maintaining a relatively modest level of leverage. Factors that Could Lead to an Upgrade Given the proximity of the company's restructuring and the lack of a post-restructuring track record, the rating is not likely to move upward over the near-to-medium term. Factors that Could Lead to a Downgrade "An increase in leverage that meaningfully impacts cash flow credit metrics, for example, if we were to expect the ratio of CFO pre-W/C to debt to fall below the high-teens range. A meaningful increase in operating or business risk could also put downward pressure on the rating." Moody's said. Company Profile Tex Operations Co. LLC (Tex Operations), is a wholesale power company located in Texas with a merchant generating portfolio of about 16,800 MW including approximately 8,000 MW coal and lignite facilities, 2,300 MW of nuclear, and 6,500 MW of natural gas-fired plants. Through its subsidiary, TXU Energy Retail Co. LLC (TXU Retail), Tex Operations also provides retail electric service to around 1.7 million customers, or approximately 25% of the Texas residential market. On October 3, 2016, TCEH Corp. emerged as the parent company of Tex Operations Co. LLC (formerly known as Texas Competitive Electric Holdings Co. LLC (TCEH)) under a court approved plan of reorganization and separation from TCEH's prior parent Energy Future Holdings. The principal methodology used in these ratings was Unregulated Utilities and Unregulated Power Companies published in October 2014. Assignments: Issuer: TCEH Corp. -- Probability of Default Rating, Assigned Ba2-PD -- Speculative Grade Liquidity Rating, Assigned SGL-1 -- Corporate Family Rating, Assigned Ba2 Issuer: TEX Operations Co. LLC -- Senior Secured Bank Credit Facility, Assigned Ba2(LGD4) Outlook Actions: Issuer: TCEH Corp. -- Outlook, Assigned Stable Issuer: TEX Operations Co. LLC -- Outlook, Assigned Stable THIRTEEN EAST: Court Allows Cash Collateral Use Through Dec. 31 --------------------------------------------------------------- Judge Christopher J. Panos of the U.S. Bankruptcy Court for the District of Massachusetts authorized Thirteen East Main Corporation to use cash collateral through Dec. 30, 2016. No objections were filed to the Debtor's use of cash collateral. A full-text copy of the Order, dated Oct. 5, 2016, is available at http://bankrupt.com/misc/ThirteenEastMain2016_1641294_35.pdf About Thirteen East Main Corporation Thirteen East Main Corporation filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 16-41294) on July 22, 2016. The petition was signed by Nathan Till, president. The Debtor is represented by James P. Ehrhard, Esq., at Ehrhard & Associates, PC. The Debtor estimated assets and liabilities at $100,001 to $500,000 at the time of the filing. Judge Christopher J. Panos presides over the case. TK SERVICES: 3rd Plan Projects Under 3% Recovery for Unsecureds --------------------------------------------------------------- TK Services, Inc., filed with the Bankruptcy Court in Alexandria, Virginia, a disclosure statement explaining its Third Amended Plan of Reorganization. Under the Plan, Holders of Class 5(a) General Unsecured Claims are impaired and projected to recoup 0 to 3% of their Allowed Claims. Specifically, Class 5(a) will receive Cash Distributions in the amounts by which (i) the recovery from the Litigation Claims exceeds the unpaid amount of the Allowed Professional Fee Claims of the Committee Professionals, (ii) the total of the Debtor's 72 monthly payments of $3,750 exceed the Debtor's obligation to pay Administrative Professional Claims, and (iii) the Debtor's revenues for any post-confirmation calendar year exceed Projected Revenues by $1,000,000 divided by 10 for the first million and by 50 for every dollar increase over the first million. Class 5(a) Claims are estimated to total $3,946,495. Holders of Class 5(b) Insider Unsecured Claims, estimated to total $429,750, are expected to get nothing though the Plan says they will receive a Cash Distribution from sources of cash designated for payment to the holders of Class 5(a) claims after the payment in full of the holders of Class 5(a) claims. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/vaeb14-11062-0444.pdf The Debtor is represented by: Christopher S. Moffitt, Esq. 218 North Lee Street, 3rd Floor Alexandria, VA 22314 Tel: (703) 683-0075 Fax: (703) 997-8430 E-mail: moffittlawoffices@gmail.com About TK Services TK Services Inc., based in Alexandria, Virginia, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 14-11062) on March 23, 2014. The Hon. Brian F. Kenney presides over the case. The Debtor is represented by the Law Offices of Christopher S. Moffitt, Esq. In its petition, TK Services estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Joseph E. Kim, president. TODD LEE HENNINGS: Unsecureds To Get $2,165 for 67 Months --------------------------------------------------------- Todd Lee Hennings filed with the U.S. Bankruptcy Court for the District of Maryland a disclosure statement in connection with the Debtor's plan of reorganization. Holders of allowed Class IV Unsecured Claims, in full satisfaction of any and all liability owed to them, will share, pro rata, in the total amount of $144,700. The payments to this class of creditors will be in the amount of $2,165 per month for a period of 67 months. The payments to this class of creditors will commence on the 61st month following the date of final order of confirmation. The Disclosure Statement is available at: http://bankrupt.com/misc/mdb16-13935-33.pdf Todd Lee Hennings is the program manager of RCG and has been employed by RCG for four years. His wife is also employed as director of Cybersecurity for a governmental agency and has had the same employer for over eight years. The Debtor had been previously employed by CyberData. Both CyberData and RCG are contractors and had worked together as teaming partners with regard to certain contracts. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 16-13935) on March 25, 2016. Kimberly D. Marshall, Esq., serves as the Debtor's bankruptcy counsel. TPP ACQUISITION: Employs Haynes and Boone as Attorneys ------------------------------------------------------ TPP Acquisition, Inc., d/b/a The Picture People, seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ Haynes and Boone, LLP, as attorneys, nunc pro tunc to September 2, 2016 petition date. The Debtor requires Haynes and Boone to: (a) advise the Debtor of its rights, powers, and duties as a debtor-in-possession under the Bankruptcy Code; (b) perform all the legal services for and on behalf of the Debtor that may be necessary or appropriate in the administration of the Chapter 11 Case and the Debtor's business; (c) advise the Debtor concerning, and assisting in, the negotiation and documentation of financing agreements and debt restructurings; (d) review the nature and the validity of the agreements relating to the Debtor's interests in real and personal property and advising the Debtor of its corresponding rights and obligations; (e) advise the Debtor concerning preference, avoidance, recovery, or other actions that it may take to collect and to recover property for the benefit of the estate and its creditors, whether or not arising under Chapter 5 of the Bankruptcy Code; (f) prepare on behalf of the Debtor all necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules, and other documents and reviewing all financial and other reports to be filed in the Chapter 11 Case; (g) advise the Debtor concerning, and prepare responses to, applications, motions, complaints, pleadings, notices, and other papers that may be filed and served in the Chapter 11 Case; (h) counsel the Debtor in connection with the formulation, negotiation, and promulgation of a plan of reorganization or liquidation and related documents; (i) work with and coordinate efforts among other professionals to attempt to preclude any duplication of effort among those professionals and to guide their efforts in the overall framework of Debtor's reorganization or liquidation; (j) work with professionals retained by other parties-in-interest in the Chapter 11 Case to attempt to structure a consensual plan of reorganization, or other resolution for Debtor; and, (k) perform such additional legal services as may be required by the Debtor. Haynes and Boone professionals will be paid at these hourly rates: Robert D. Albergotti, Esq. Partner $750 Ian Peck, Esq. Partner $595 Jarom Yates, Esq. Associate $490 David Staab, Esq. Associate $315 Kim Morzak Paralegal $250 Haynes and Boone will also be reimbursed for the actual, necessary expenses it incurs. Haynes and Boone has been paid $216,439.50 through the day prior to the petition date as compensation for services rendered and costs incurred for the one year period prior to the petition date. Prior also to the petition date, Haynes and Boone was paid $25,000.00 as a retainer by the Debtor for work to be performed in connection with the preparation to file the Chapter 11 Case. Robert D. Albergotti, partner of Haynes and Boone, 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. Haynes and Boone can be reached at: Robert D. Albergotti, Esq. Ian T. Peck, Esq. Jarom J. Yates, Esq. HAYNES AND BOONE, LLP 2323 Victory Avenue, Suite 700 Dallas, TX 75219 Tel.: 214.651.5000 Fax: 214.651.5940 Email: robert.albergotti@haynesboone.com ian.peck@haynesboone.com jarom.yates@haynesboone.com About TPP Acquisition TPP Acquisition, Inc. dba The Picture People filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-33437-hdh-11) on Sept. 2, 2016. The Debtor is represented by Robert D. Albergotti, Esq., Ian T. Peck, Esq., and Jarom J. Yates, Esq., at Haynes and Boone, LLP. The petition was signed by Stuart Noyes, chief restructuring officer. The case is assigned to Judge Harlin DeWayne Hale. At the time of filing, the Debtor estimated assets at $10 million to $50 million and liabilities at $50 million to $100 million. The Debtor's Restructuring Advisor is Winter Harbor LLC; the Debtor's Investment Banker is SSG Advisors, LLC; and its Claims & Noticing Agent is Kurtzman Carson Consultants LLC. U.S. Trustee William T. Neary on Sept. 13 appointed nine creditors to serve on the official committee of unsecured creditors of TPP Acquisition, Inc. The committee members are: (1) W. B. Mason Company, Inc.; (2) Identity Management Consultants, LLC; (3) AAA Imaging Solutions; (4) Noritsu America Corporation; (5) Urban Retail Properties, LLC; (6) GGP Limited Partnership; (7) MFA Contemporary Atelier, Inc. dba Gemline Frame Company; (8) DFM Print Pak; and (9) Simon Property Group, Inc. TPP ACQUISITION: Hires Stuart Noyes as Chief Restructuring Officer ------------------------------------------------------------------ TPP Acquisition, Inc., d/b/a The Picture People, seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ Stuart Noyes as Chief Restructuring Officer and Winter Harbor LLC as Restructuring Advisor. The Debtor requires Winter Harbor to: (a) prepare analyses and data required under Debtor's financing documents; (b) in conjunction with the Debtor's management, manage Debtor's cash, prepare ongoing forecasts of the cash flows and operations, and monitor and analyze operational and financial condition; (c) oversee the development of a business restructuring plan and potential sale of assets; (d) assist and execute on-going landlord negotiations in support of the restructuring plan; (e) manage Debtor's negotiations with its creditor constituencies, including negotiations relating to the Debtor's restructuring; (f) advise the Debtor's board of directors on restructuring matters; and, (g) provide such other services as necessary. Winter Harbor will be paid at these hourly rates: Founder/Managing Partners $495 - $695 Managing Directors $450 - $595 Directors $395 - $495 Senior Managers $350 - $450 Managers $295 - $395 Associates $150 - $250 Winter Harbor has agreed to grant a 15% off invoice discount for fees incurred in connection with its services in the case. Winter Harbor anticipates that the staffing of Debtor's engagement will be as follows: Stuart Noyes ($625/hour) as CRO, and as Additional Personnel: Bruce Meier ($500/hour), Mason Hickman ($295/hour), and Steven Sadowski Jr. ($295/hour). Within the 90 days preceding the Petition Date, Winter Harbor billed Debtor and received payment in the aggregate amount of $404,729.98. Additionally, Winter Harbor received a retainer from Debtor in the amount of $50,000.00 that it continues to hold in trust. Stuart Noyes, Managing Member of Winter Harbor, 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. Winter Harbor can be reached at: Stuart Noyes WINTER HARBOR LLC 265 Franklin Street, 10th Floor Boston, MA, 02110 Email: snoyes@winterharborco.com About TPP Acquisition TPP Acquisition, Inc., dba The Picture People, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-33437-hdh-11) on Sept. 2, 2016. The Debtor is represented by Robert D. Albergotti, Esq., Ian T. Peck, Esq., and Jarom J. Yates, Esq., at Haynes and Boone, LLP. The petition was signed by Stuart Noyes, chief restructuring officer. The case is assigned to Judge Harlin DeWayne Hale. At the time of filing, the Debtor estimated assets at $10 million to $50 million and liabilities at $50 million to $100 million. The Debtor's Restructuring Advisor is Winter Harbor LLC; the Debtor’s Investment Banker is SSG Advisors, LLC; and its Claims & Noticing Agent is Kurtzman Carson Consultants LLC. U.S. Trustee William T. Neary on Sept. 13 appointed nine creditors to serve on the official committee of unsecured creditors of TPP Acquisition, Inc. The committee members are: (1) W. B. Mason Company, Inc.; (2) Identity Management Consultants, LLC; (3) AAA Imaging Solutions; (4) Noritsu America Corporation; (5) Urban Retail Properties, LLC; (6) GGP Limited Partnership; (7) MFA Contemporary Atelier, Inc. dba Gemline Frame Company; (8) DFM Print Pak; and (9) Simon Property Group, Inc. The Committee retains Emmert & Parvin LLP as counsel, Gibson, Dunn & Crutcher LLP as counsel, and Emerald Capital Advisors as financial advisor. TPP ACQUISITION: Seeks to Employ SSG as Investment Banker --------------------------------------------------------- TPP Acquisition, Inc., d/b/a The Picture People, seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ SSG Advisors, LLC, as investment banker, nunc pro tunc to the September 2, 2016 petition date. The Debtor requires SSG to: (a) prepare an information memorandum describing the Debtor, its historical performance including existing operations, facilities, contracts, customers, management and projected financial results and operations; (b) assist the Company in compiling a data room of any necessary and appropriate documents related to the Sale; (c) assist the Company in developing a list of suitable potential buyers who will be contacted on a discreet and confidential basis after approval by the Company; (d) coordinate the execution of confidentiality agreements for potential buyers wishing to review the information memorandum; (e) assist the Company in coordinating management calls and site visits for interested buyers and work with the management team to develop appropriate presentations for such presentations and visits; (f) solicit competitive offers from potential buyers; (g) advise and assist the Company in structuring the transaction and negotiating the transaction agreements; (h) provide testimony in support of the Sale; and, (i) otherwise assist the Company and its counsel as necessary through closing on a best efforts basis. SSG will be paid: * Initial Fee $20,000 * Monthly Fee $20,000 * Sale Fee $400,000 * Restructuring Fee $150,000 SSG will also be entitled to reimbursement for all of its reasonable out-of-pocket expenses incurred in connection with the subject matter of the Engagement Letter. J. Scott Victor, founding partner and Managing Director of SSG, 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. SSG can be reached at: J. Scott Victor SSG CAPITAL ADVISORS, LLC Five Tower Bridge, 300 Barr Harbor Drive, Suite 420 West Conshohocken, PA 19428 About TPP Acquisition TPP Acquisition, Inc., dba The Picture People, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-33437-hdh-11) on Sept. 2, 2016. The Debtor is represented by Robert D. Albergotti, Esq., Ian T. Peck, Esq., and Jarom J. Yates, Esq., at Haynes and Boone, LLP. The petition was signed by Stuart Noyes, chief restructuring officer. The case is assigned to Judge Harlin DeWayne Hale. At the time of filing, the Debtor estimated assets at $10 million to $50 million and liabilities at $50 million to $100 million. The Debtor's Restructuring Advisor is Winter Harbor LLC; the Debtor's Investment Banker is SSG Advisors, LLC; and its Claims & Noticing Agent is Kurtzman Carson Consultants LLC. U.S. Trustee William T. Neary on Sept. 13 appointed nine creditors to serve on the official committee of unsecured creditors of TPP Acquisition, Inc. The committee members are: (1) W. B. Mason Company, Inc.; (2) Identity Management Consultants, LLC; (3) AAA Imaging Solutions; (4) Noritsu America Corporation; (5) Urban Retail Properties, LLC; (6) GGP Limited Partnership; (7) MFA Contemporary Atelier, Inc. dba Gemline Frame Company; (8) DFM Print Pak; and (9) Simon Property Group, Inc. TPP ACQUISITION: Taps Kurtzman Carson as Claims Agent ----------------------------------------------------- TPP Acquisition, Inc., d/b/a The Picture People, seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent, nunc pro tunc to the September 2, 2016 petition date. The Debtor requires Kurtzman Carson to: (a) prepare and serve required notices and documents in the Chapter 11 Case in accordance with the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure in the form and manner directed by the Debtor and/or the Court, including, without limitation, (i) notice of the commencement of the Chapter 11 Case and the initial meeting of creditors under section 341(a) of the Bankruptcy Code, (ii) notice of any claims bar date, (iii) notices of transfers of claims, (iv) notices of objections to claims and objections to transfers of claims, (v) notices of any hearings on a disclosure statement or confirmation of the Debtor's plan of reorganization, (vi) notice of the effective date of any plan or plans of reorganization; and (vii) all other notices, orders, pleadings, publications and other documents as the Debtor or Court may deem necessary or appropriate for an orderly administration of this Chapter 11 Case; (b) assist the Debtor with plan-solicitation services including: (i) balloting, (ii) distribution of applicable solicitation materials, (iii) tabulation and calculation of votes, (iv) determining with respect to each ballot cast, its timeliness and its compliance with the Bankruptcy Code, Bankruptcy Rules, and procedures ordered by this Court, (v) generating an official ballot certification and testifying, if necessary, in support of the ballot tabulation results, and (vi) handling requests for documents from parties in interest; (c) assist with the preparation of the Debtor's schedules of assets and liabilities and statement of financial affairs, listing the Debtor's known creditors and the amounts owed thereto; (d) maintain (i) a list of all known potential creditors, equity holders, and other parties in interest and (ii) a "core" mailing list consisting of all parties described in Bankruptcy Rule 2002(i), (j), and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; and update such lists and make such lists available upon request by a party-in-interest or the Clerk; (e) furnish a notice to all known potential creditors of the Debtor of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after such notice and form are approved by this Court, and notify such potential creditors of the existence, amount, and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information (or the lack thereof, in cases where the Schedules indicate no debt due to the subject party) on a customized proof of claim form provided to potential creditors; (f) maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; (g) for each notice, motion, order, or other document served, prepare and file or caused to be filed with the Clerk an affidavit or certificate of service within seven (7) business days of service of such document which includes (i) either a copy of the notice served or the docket number and title of the document served, (ii) a list of persons to whom such document was mailed (in alphabetical order) with their addresses, (iii) a statement of the manner of service, and (iv) a statement of the date the service was effected; (h) process all proofs of claim received, including those received by the Clerk's Office, and check said processing for accuracy, and maintain the original proofs of claim in a secure area; (i) maintain an official claims register for the Debtor on behalf of the Clerk; upon the Clerk's request, provide the Clerk with certified, duplicate unofficial Claims Register; and specify in the Claims Register the following information for each claim docketed: (i) the claim number assigned, (ii) the date received, (iii) the name and address of the claimant and agent, if applicable, that filed the claim, (iv) the amount asserted, (v) the asserted classification(s) of the claim (e.g., secured, unsecured, priority, etc.), and (vi) any disposition of the claim; (j) implement necessary security measures to ensure the completeness and integrity of the Claims Register and the safekeeping of the original claims; (k) record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); (l) relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of Claims and Noticing Agent, not less than weekly; (m) upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the Claims Register for the Clerk’s review (upon the Clerk's request); (n) monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the Claims Register; (o) assist in the dissemination of information to the public and respond to requests for administrative information regarding the case asdirected by the Debtor or the Court, including through the use of a case website and/or call center; (p) if this Chapter 11 Case is converted to a case under chapter 7 of the Bankruptcy Code, contact the Clerk's Office within three (3) days of the notice to Claims and Noticing Agent of entry of the order converting the Chapter 11 Case; (q) thirty (30) prior to the close of this Chapter 11 Case, to the extent practicable, request that the Debtor submit to the Court a proposed Order dismissing the Claims and Noticing Agent and terminating the services of such agent upon completion of its duties and responsibilities and upon the closing of the Chapter 11 Case; (r) within seven (7) days of notice to Claims and Noticing Agent of entry of an order closing this Chapter 11 Case, provide to the Court the final version of the Claims Register as of the date immediately before the close of this Chapter 11 Case; (s) at the close of this Chapter 11 Case, box and transport all original documents, in proper format, as provided by the Clerk's Office, to the Federal Archives Record Administration, located at Central Plains Region, 200 Space Center Drive, Lee’s Summit, MO 64064 or (ii) such other location as may be requested by the Clerk's Office; (t) manage and coordinate any distributions pursuant to a chapter 11 plan; and (u) provide such other processing, solicitation, balloting, and other administrative services described in the Engagement Agreement that may be requested from time to time by the Debtor, the Court or the Clerk's Office. Kurtzman Carson will be reimbursed for its expenses related to noticing and claim administration services. Prior to the Petition Date, the Debtor provided Kurtzman Carson a retainer in the amount of $15,000. Kurtzman Carson will hold the retainer under the Engagement Agreement during this Chapter 11 Case as security for the payment of fees and expenses incurred pursuant to the Engagement Agreement. Following termination of the Engagement Agreement, Kurtzman Carson will return to the Debtor any amount of the retainer that remains. Evan Gershbein, Senior Vice President of Corporate Restructuring for Kurtzman Carson, 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. Kurtzman Carson can be reached at: Drake D. Foster KURTZMAN CARSON CONSULTANTS LLC 2335 Alaska Ave. El Segundo, CA 90245 Tel: (310) 823-9000 Fax: (310) 823-9133 E-Mail: dfoster@kccllc.com About TPP Acquisition TPP Acquisition, Inc. dba The Picture People filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-33437-hdh-11) on Sept. 2, 2016. The Debtor is represented by Robert D. Albergotti, Esq., Ian T. Peck, Esq., and Jarom J. Yates, Esq., at Haynes and Boone, LLP. The petition was signed by Stuart Noyes, chief restructuring officer. The case is assigned to Judge Harlin DeWayne Hale. At the time of filing, the Debtor estimated assets at $10 million to $50 million and liabilities at $50 million to $100 million. The Debtor’s Restructuring Advisor is Winter Harbor LLC; the Debtor’s Investment Banker is SSG Advisors, LLC; and its Claims & Noticing Agent is Kurtzman Carson Consultants LLC. U.S. Trustee William T. Neary on Sept. 13 appointed nine creditors to serve on the official committee of unsecured creditors of TPP Acquisition, Inc. The committee members are: (1) W. B. Mason Company, Inc.; (2) Identity Management Consultants, LLC; (3) AAA Imaging Solutions; (4) Noritsu America Corporation; (5) Urban Retail Properties, LLC; (6) GGP Limited Partnership; (7) MFA Contemporary Atelier, Inc. dba Gemline Frame Company; (8) DFM Print Pak; and (9) Simon Property Group, Inc. UNITED PLASTIC: Hires GlassRatner as Financial Advisor ------------------------------------------------------ United Plastic Recycling, Inc. and United Lands, LLC filed a renewed application to the U.S. Bankruptcy Court for the Middle District of Alabama for the continued employment of GlassRatner Advisory & Capital Group, LLC as financial advisor and marketing representative to the Debtors. The Debtors require GlassRatner to continue to work closely with the Debtors and counsel by performing, without limitation, the following services: (a) assist in the evaluation of the Debtors' current business plan in preparation of a revised operating plan and rolling 13-week cash flow forecast; (b) assist in identifying cost reduction and operational improvement opportunities; (c) assist in the implementation of these identified opportunities; (d) assist in the preparation of the Debtors' financial data reflecting the improvements; (e) assist in finance matters, including preparation of reports for and liaison with creditors; (f) facilitate the development of a "Liquidation Analysis"; (g) provide financing advice to the Debtors, identifying potential investors and, at the Debtors' request, contacting such investors; (h) if necessary, attend hearings in the bankruptcy court, testifying or filing affidavits or declarations; (i) other activities requested by the Debtors and agreed to by GlassRatner; and (j) coordinate the sale of the Debtors. GlassRatner will be paid at these hourly rates: Peter Schaeffer, Principal $400 James Fox, Principal $400 David Greenblatt, Director $325 Associates $200 GlassRatner will also be reimbursed for reasonable out-of-pocket expenses incurred. The services performed and provided by GlassRatner, after September 1, 2016, will be capped and not exceed the amount of $15,000. GlassRatner 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. GlassRatner can be reached at: Peter N. Schaffer GLASSRATNER ADVISORY & CAPITAL GROUP LLC 60 East 42nd Street, Ste 1062 New York, NY 10165 Tel: (212) 922-2832 Fax: (212) 845-9772 E-mail: pschaeffer@glassratner.com About United Plastic Recycling, Inc. United Plastic Recycling, Inc. and affiliate United Lands, LLC, filed Chapter 11 bankruptcy petitions (Bankr. M.D. Ala. Case No. 15-32928 and 15-32926) on Oct. 16, 2015. The United Plastic petition was signed by John A. Bonham, Jr., president. Judge Dwight H. Williams Jr. was initially assigned to United Lands' case, while Judge William R. Sawyer presided over United Plastic's case. In November 2015, a court order was entered granting Joint Administration of the two cases before Judge Sawyer. James L. Day, Esq., at Memory & Day serves as the Debtors' bankruptcy counsel. United Plastic estimated its assets at up to $50,000, and its liabilities at between $10 million and $50 million. United Lands estimated its assets at up to $50,000 and its liabilities at up $50,000. UNITED REHABILITATION: Hearing on Plan Disclosures Set For Nov. 22 ------------------------------------------------------------------ The Hon. John J. Thomas of the U.S. Bankruptcy Court for the Middle District of Pennsylvania has scheduled for Nov. 22, 2016, at 9:30 a.m. the hearing to consider the approval of The United Rehabilitation Services' disclosure statement dated Sept. 26, 2016. Objections to the Disclosure Statement must be filed by Nov. 2, 2016. The Debtor's small business Chapter 11 plan proposes to make lump sum distributions to all creditors in the amount of no less than $625,000, within 60 days after the effective date of the Plan. Holders of administrative claims will be paid first, followed by holders of any priority tax claims. The balance of the amount will be distributed, pro-rata, to allowed general unsecured creditors. Payments and distributions under the Plan will be funded from cash on hand, funds from sale of real property, any proceeds of litigation, and any recovery of unused draw on letter of credit. The Debtor estimates that up to $16,000, plus costs may be realized from the recovery of fraudulent, preferential or other avoidable transfers. While the results of litigation cannot be predicted with certainty and it is possible that other causes of action may be identified. A full-text copy of the Disclosure Statement dated September 26, 2016, is available at http://bankrupt.com/misc/15-05147-83.pdf The United Rehabilitation Services filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 15-05147) on Nov. 30, 2015. United continues as a debtor in possession at this time. The Hon. John J Thomas presides over the case. Lisa M. Doran, Esq., at Doran & Doran, P.C., serves as the Debtor's counsel. VALENCIA COLLEGE: Can Use J and S Enterprises Cash Through Oct. 18 ------------------------------------------------------------------ Judge Cynthia C. Jackson of the U.S. Bankruptcy Court for the Middle District of Florida authorized Valencia College Shopping Center, LTD to use the cash collateral of J and S Enterprises USA, LLC through October 18, 2016. Judge Jackson authorized the Debtor to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the United States Trustee for quarterly fees; (b) the current and necessary expenses set forth in the Budget; and (c) such additional amounts as may be expressly approved in writing by J and S Enterprises within 48 hours of the Debtor’s request. J and S Enterprises was granted a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as its pre-petition lien. Judge Jackson directed the Debtor to maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with J and S Enterprises. A further hearing on the use of cash collateral is scheduled on October 18, 2016 at 11:00 a.m. A full-text copy of the Third Preliminary Order, dated September 27, 2016, is available at https://is.gd/Y7K0zx About Valencia College Shopping Center Valencia College Shopping Center, Ltd. filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 16-01611) on March 10, 2016. The petition was signed by Kyungho So, general manager. The Debtor is represented by Jeffrey Ainsworth, Esq. and Robert B. Branson, Esq., at Branson PLLC. Judge Lena M. James presides over the case. The Debtor disclosed $1.93 million in assets and $99,434 in liabilities. 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 Valencia College Shopping Center, LTD. VISCOUNT SYSTEMS: Suspending Filing of Reports with SEC ------------------------------------------------------- Viscount Systems, Inc., filed a Form 15 with the Securities and Exchange Commission notifying the termination of registration of its common stock under Section 12(g) of the Securities and Exchange Act of 1934. As a result of the Form 15 filing, the Company is not anymore obligated to file periodic reports with the SEC. About Viscount Systems Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer, developer and service provider of access control security products. Viscount reported a net loss attributable to common stockholders of C$6.33 million on C$6.13 million of sales for the year ended Dec. 31, 2015, compared to a net loss of attributable to common stockholders of C$991,000 on C$4.76 million of sales for the year ended Dec. 31, 2014. As of June 30, 2016, Viscount had C$1.41 million in total assets, C$10.7 million in total liabilities, and a total stockholders' deficit of $9.29 million. Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, Canada, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred losses in developing its business, and further losses are anticipated in the future. The Company requires additional funds to meet its obligations and the costs of its operations and there is no assurance that additional financing can be raised when needed. These factors raise substantial doubt about the Company's ability to continue as a going concern, the auditors noted. VIVA INVESTMENTS: Hearing on Plan Outline Approval Set For Nov. 8 ----------------------------------------------------------------- The Hon. Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the Southern District of Florida has scheduled for Nov. 8, 2016, at 9:30 a.m. the hearing to consider the approval of Viva Investments Limited Liability Company's disclosure statement. Objections to the Disclosure Statement must be filed by Nov. 1, 2016. The deadline for service of the court order, Disclosure Statement and plan of reorganization is Oct. 7, 2016. About VIVA Investments Palm Beach Gardens, Florida-based VIVA Investments Limited Liability Company filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 15-11753) on Jan. 29, 2015, listing $1.19 million in total assets and $1.95 million in total liabilities. The petition was signed by Sriram Srinivasan, manager. Judge Paul G. Hyman, Jr., presides over the case. Aaron A Wernick, Esq., at Furr & Cohen serves as the Debtor's bankruptcy counsel. VYCOR MEDICAL: Extends Stock Offering Until October 2017 -------------------------------------------------------- Vycor Medical, Inc., filed with the Securities and Exchange Commission a post-effective amendment no.3 to its Form S-1 registration statement originally filed with the SEC on May 28, 2014, to fully update all Company information, financial statements to include the Company's financial statements for the period ended June 30, 2016, and extends its offering date to Oct. 31, 2017. The Registration Statement, which was declared effective June 10, 2014, registered 2,776,052 shares of common stock par value $0.0001, 1,995,601 shares of common stock underlying Series A warrants, and 1,995,601 shares of common stock underlying Series B warrants, offered for sale by selling shareholders under the Securities Act of 1933. The Company's common stock is traded on the OTCQB under the symbol "VYCO". On Sept. 29, 2016, the closing sale price of the Company's common stock was $0.35 per share. A full-text copy of the Form S-1/A is available for free at: https://is.gd/zmJxjk About Vycor Medical Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO) -- http://www.VycorMedical.com/-- is a medical device company committed to making neurological brain, spinal and other surgical procedures safer and more effective. The Company's flagship, Patent Pending ViewSite(TM) Surgical Access Systems represent an exciting new minimally invasive access and retraction system that holds the potential for speedier, safer and more economical brain, spinal and other surgeries and a quicker patient discharge. Vycor's innovative medical instruments are designed to optimize neurosurgical site access, reduce patient risk, accelerate recovery, and add tangible value to the professional medical community. Vycor Medical reported a net loss available to common shareholders of $2.25 million on $1.13 million of revenue for the year ended Dec. 31, 2015, compared to a net loss available to common shareholders of $4.04 million on $1.25 million of revenue for the year ended Dec. 31, 2014. As of June 30, 2016, Vycor had $1.68 million in total assets, $1.02 million in total liabilities and $657,827 in total stockholders' equity. The Company's auditors Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015. WALTER LOPEZ: Hearing to Approve Small Business Plan on Nov. 8 -------------------------------------------------------------- The Hon. Rosemary Gambardella granted conditional approval to the disclosure statement explaining the small business Plan of debtors Walter Lopez and Mariela Lopez. The Small Business Plan and Small Business Disclosure Statement were filed Sept. 16, 2016. Nov. 1 is is fixed as the last day for: -- filing and serving written objections to the Disclosure Statement and confirmation of the Plan. -- filing written acceptances or rejections of the Plan under D.N.J. LBR 3018-2. A hearing will be held on Nov. 8 at 11:00 a.m. -- a date within 45 days of the filing of the Plan -- for final approval of the Disclosure Statement -- if a written objection has been timely filed -- and for confirmation of the Plan. Walter Lopez and Mariela Lopez filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 16-16668) on April 6, 2016, and are represented by Harrison Ross Byck, Esq., at Kasuri Byck LLC. WANK ADAMS SLAVIN: Third Amended Disclosure Statement Filed ----------------------------------------------------------- Wank Adams Slavin Associates LLP, a/k/a WASA Studio, delivered to the Bankruptcy Court for the Southern District of New York a Third Amended Disclosure Statement in connection with the solicitation of acceptances or rejections of its Fourth Amended Plan of Reorganization dated Oct. 6, 2016. The Allowed Secured Claim of Harry Spring Consulting LLC, an insider of the Debtor, is in Class 1 under the Plan. The Claim is estimated to total $722,000. According to the Plan, "The Holder of the Allowed Secured Claim shall retain the Lien securing such Claim. The Holder of the Allowed Secured Claim shall receive, on account of such Allowed Claim, Cash Collateral, as and when realized, in an amount equal to such Holder's Allowed Claim; provided, however, that such Holder shall subordinate its right to Distributions under the Plan to Holders of non-priority Allowed Administrative Expense Claims. To the extent that the Holder of the Allowed Secured Claim is entitled to post-Filing Date/pre-Effective Date interest, pursuant to section 506(b) of the Bankruptcy Code, such amount shall be added to its Allowed Secured Claim. The Holder of the Allowed Secured Claim shall receive post-Effective Date interest at the non-default rate provided in the Loan Documents. The Holder of the Allowed Secured Claim shall receive Distributions from Cash Collateral only after non-priority Allowed Administrative Expense Claims have been satisfied in full." Harry Spring, the Debtor's sole remaining partner, is the sole member of HS Consulting. Because HS Consulting is an insider of the Debtor, its vote will not count. Employee Priority Claims, estimated to total $47,300, are in Class 2. The Plan says, "On the later of (i) the initial Distribution Date, or (ii) ten (10) days after an Employee Priority Claim becomes an Allowed Claim, and continuing thereafter on each subsequent Distribution Date until such Claim is paid in full, each Holder of an Allowed Employee Priority Claim shall receive on account of such Allowed Claim a Pro Rata Distribution of Distributable Funds, unless the Holder of such Allowed Claim and the Debtor agree to a less favorable treatment of such Allowed Claim, in which case such Holder will be paid in accordance with such agreement. The Holders of the Allowed Priority Employee Claims shall receive Distributions from Distributable Funds only after non-priority Allowed Administrative Expense Claims and Allowed Adequate Protection Superpriority Claims have been satisfied in full." General Unsecured Claims, estimated to total $1,700,000, are in Class 3. The Third Amended Disclosure Statement filed on Oct. 6 appears to contain a typographical error. Instead of disclosing the treatment of Class 3 Claims, the treatment indicated is similar to that of Class 2 Claims. The prior iteration of the Disclosure Statement -- the Second Amended Disclosure Statement -- filed on Sept. 22 provides that "Once Holders of all other Allowed Claims have been paid in full, or otherwise in accordance with the terms of this Plan, on the later of, or as soon thereafter as is practicable, (i) the initial Distribution Date or (ii) ten (10) days after an Unsecured Claim becomes an Allowed Claim, each Holder of an Allowed Unsecured Claim will be paid a Pro Rata Distribution of the amount of such Claim from Available Cash, as and when realized, beginning on the initial Distribution Date and continuing thereafter on each subsequent Distribution Date until paid in full, unless the Holder of such Allowed Claim and the Debtor agree to a less favorable treatment of such Allowed Claim, in which case such Holder will be paid in accordance with such agreement." Classes 2 and 3 are impaired and, therefore, the holders of those Claims are entitled to vote on the Plan. Since the bankruptcy filing date, the Debtor has collected approximately $1.2 million in payment for services it rendered to its clients prior to the Filing Date. Most of such proceeds were remitted to Citibank N.A., the Debtor's sole secured creditor, and applied in reduction of its secured claim. On March 11, 2016, Citibank transferred all of its right, title, and interest in and to its secured claim, as that term is defined in section 101(5) of the Bankruptcy Code, to HS Consulting. At the time of the transfer, Citibank had a secured claim in the amount of $783,729. Consequently, as of that date, HS Consulting had a secured claim in such amount. As of August 31, 2016, the HS Consulting Claim had been reduced to approximately $722,000. As of the Filing Date, the claims of all other creditors aggregated approximately $12.7 million, which includes a $1.0 million claim asserted by AECOS, LTD. against the Debtor for breach of contract and a $10.0 million claim asserted by XIN Development Management East, LLC for professional malpractice. As of August 31, 2016, the Debtor's books and records reflect remaining accounts receivable in the amount of approximately $3.0 million, of which the Debtor believes approximately $1.2 million is uncollectible and represents amounts due to the Debtor from AECOS, a former client of the Debtor, which, upon information and belief, has ceased operations. Of the remaining $1.8 million, approximately $1.58 million is due from XIN for services rendered. The Debtor believes that approximately $181,000 of the approximately $220,000 outstanding Accounts Receivable is collectible and anticipates completing the collection process by November 30, 2016. The Debtor also believes that it has significant fraudulent transfer, excess compensation, and breach of contract claims against Jack Esterson, Pamela Jerome, Martin Kapell, and Jerry Pessah, four of its former equity partners. The Debtor anticipates that if it is successful in its litigation with XIN and Jack Esterson, Pamela Jerome, Martin Kapell and Jerry Pessah, HS Consulting and all other creditors will be paid in full. However, there can be no assurance of such result. A copy of the Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/nysb15-11952-0170.pdf A red-lined copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/nysb15-11952-0164.pdf About Wank Adams Wank Adams Slavin Associates LLP, a/k/a WASA Studio, is a New York limited liability partnership that provided integrated architectural, engineering, and design services to clients in the governmental, institutional, health care, and private development sectors. It is the successor to Reed & Stem, which designed Grand Central Terminal, and is one of the oldest continuously operating architecture and engineering firms in the United States. Wank Adams Slavin Associates LLP filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 15-11952) on July 27, 2015. The petition was signed by Harry Spring, senior managing partner. The Debtor is represented by Nancy L. Kourland, Esq., at Rosen & Associates, P.C. WEST LANE PROPERTIES: To Pay Rushmyfile, Banks & Kahn in 5 Yrs -------------------------------------------------------------- West Lane Properties, Inc. filed with the U.S. Bankruptcy Court for the Eastern District of California a Plan of Reorganization and accompanying Disclosure Statement providing for these three classes of claims: Class 1 -- claim of Rushmyfile Inc. Rushmyfile Inc. shall receive monthly payments of $3,215.25 over five years commencing with the date of confirmation of the Plan. This sum is amortizing the principal over 25 years at 5%. The arrears if any shall be added to the principal without interest. This claim shall be paid in full within five years of the effective date of confirmation of Plan. The ordinary contract amount is $5,880.58. Class 2 -- claim of Linda Banks Linda Banks shall receive monthly payments of $1,438 over five years commencing with the date of confirmation of the Plan. This sum is amortizing the principal over 25 years at 5%. The arrears if any shall be added to the principal without interest. This claim will be paid in full within five years of the effective date of confirmation of Plan. The ordinary contract amount is $2,280. Class 3 -- claim of Shabbir A. Khan Shabbir A. Khan will receive monthly payments of $563 over five years in a period not to exceed five years from the petition date on real property tax arrears. This payment includes statutory interest. Payments and distributions under the Plan will be funded by the ongoing rental income received by the Debtor. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/caeb16-25217-0033.pdf About West Lane Properties West Lane Properties, Inc. owns commercial real estate located at 4629 West Lane, Stockton CA 95210. The property includes a warehouse of 11,648 square feet, divided into three rental units. The sole shareholder of West Lane Properties, Inc., is Hok C. Ma. West Lane Properties Inc., based in Stockton, CA, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 16-25217), on August 9, 2016. Hon. Michael S. McManus presides over the case. Mark J. Hannon, Esq. serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million in assets and $818,172 in liabilities. The petition was signed by Hoc C. Ma, president. No official committee of unsecured creditors has been appointed in the case. WESTECH CAPITAL: Hires Schlanger Silver as Tax Advisor ------------------------------------------------------ Gregory S. Milligan, Chapter 11 Trustee of Westech Capital Corp., seeks authority from the U.S. Bankruptcy Court for the District of Texas to employ Schlanger Silver Barg & Paine, LLP as tax advisor to the Trustee. Mr. Milligan requires Schlanger Silver to represent in connection with the Trustee's analysis of how best to preserve the Debtor's and its subsidiaries net operating losses as potentially valuable estate property. Schlanger Silver will be paid at these hourly rates: Philip R. Lehmberg $495 Attorneys $225-$850 Paralegal $170-$295 Schlanger Silver will be paid an advance fee in the amount of $5,000. Schlanger Silver's single monthly payment shall not exceed $5,000, and the total of all compensation paid does not exceed $20,000. Schlanger Silver will also be reimbursed for reasonable out-of-pocket expenses incurred. Philip R. Lehmberg, member of Schlanger Silver Barg & Paine, 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 Trustee, the Debtor and the Debtor's estates. Schlanger Silver can be reached at: Philip R. Lehmberg, Esq. SCHLANGER SILVER BARG & PAINE, LLP 109 N. Post Oak Lane, Suite 300 Houston, TX 77024 Tel: (713) 785-1700 Fax: (713) 785-2091 Email: plehmberg@ssbplaw.com About Westech Capital Corp. Westech Capital Corp (WTEC:OTC US) is a financial services holding company. Its primary business operating subsidiary is Tejas Securities Group, Inc. Westech Capital Corp., fka Tejas, Inc., filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 16-10300) on March 14, 2016. The petition was signed by Gary Salamone, CEO. Westech estimated $1 million to $10 million in both assets and liabilities. Stephen A. Roberts, Esq., at Strasburger & Price, serves as counsel. Gregory S. Milligan was appointed Chapter 11 Trustee. He is represented by Shelby A. Jordan, Esq., Nathaniel Peter Holzer, Esq., and Antonio Cruz, Esq., at Jordan Hyden Womble Culbreth & Holzer, P.C. No official committee of unsecured creditors has been appointed in the case. WESTECH CAPITAL: Plan Hrg. Abated, Exclusivity Moved Thru Oct. 30 ----------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court approved Westech Capital's Chapter 11 trustee's emergency motion for abatement of the hearing to consider the Company's First Amended Plan and related Disclosure Statement and a request for an imposition/extension of exclusivity. The order states, "The Debtor's First Amended Plan and Disclosure Statement are removed from the Court's calendar. The Trustee is granted a period of exclusivity until October 30, 2016, to file a plan, and until January 31, 2017 to obtain acceptances of such plan. During that time, no other party may file a plan." About Westech Capital Corp. Westech Capital Corp (WTEC:OTC US) is a financial services holding company. Its primary business operating subsidiary is Tejas Securities Group, Inc. Westech Capital Corp., fka Tejas, Inc., filed for Chapter 11 bankruptcy (Bankr. W.D. Tex. Case No. 16-10300) on March 14, 2016. The petition was signed by Gary Salamone, CEO. Westech estimated $1 million to $10 million in both assets and liabilities. Stephen A. Roberts, Esq., at Strasburger & Price, serves as counsel. Gregory S. Milligan was appointed Chapter 11 Trustee. He is represented by Shelby A. Jordan, Esq., Nathaniel Peter Holzer, Esq., and Antonio Cruz, Esq., of Jordan, Hyden, Womble, Culbreth, & Holzer, P.C. of Corpus Christi, Texas. WESTERN GAS: Moody's Assigns Ba1 Senior Notes Rating ---------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Western Gas Partners, LP's (Western Gas) proposed offering of additional 5.45% senior notes due 2044. Proceeds from the new notes will be used to repay outstanding borrowings under the company's revolving credit facility and then for general corporate purposes, including to fund capital expenditures. All existing ratings of Western Gas, including the Ba1 Corporate Family Rating (CFR), and the stable outlook are unchanged. "This notes offering refinances revolver borrowings and pre-funds planned growth capital expenditures," commented Pete Speer, Moody's Senior Vice President. "Following the offering, Western Gas will have all of its $1.2 billion revolving credit facility available to fund future growth capital expenditures, working capital and other liquidity needs." Assignment: Issuer: Western Gas Partners, LP -- Senior Unsecured Notes due 2044, Assigned at Ba1 (LGD4) RATINGS RATIONALE The new senior notes have been rated Ba1, consistent with the ratings of Western Gas's existing senior notes. The new notes are unsecured and have no subsidiary guarantees, consistent with Western Gas' other senior notes and its committed revolving credit facility. The senior notes are rated the same as the CFR since all of the partnership's debts are pari passu. Western Gas's Ba1 Corporate Family Rating (CFR) is supported by its high proportion of fee-based revenues that provides revenue stability, good commodity and basin diversification, and relatively low financial leverage. The partnership's direct commodity price exposure is limited by hedging arrangements with Anadarko, but it does have exposure to fluctuations in production volumes, particularly in its gathering business. While its stand-alone credit attributes could support a Baa3 rating, Western Gas's high customer concentration risk with Anadarko combined with Anadarko's controlling ownership effectively limits its rating to that of Anadarko's (Ba1 stable). The outlook is stable, consistent with the stable outlook for Anadarko's ratings. In order for Western Gas's ratings to be upgraded to Baa3, Anadarko's ratings must be upgraded to Baa3 or higher and the partnership will have to sustain its asset and earnings scale while maintaining its fee-based focus and low financial leverage on a consistent basis. A downgrade of Anadarko below Ba1 would likely result in a downgrade of Western Gas. The partnership's ratings could also be downgraded if leverage were to significantly increase because of debt-funded acquisitions or significant earnings declines from lower customer production volumes. Debt/EBITDA sustained above 5x could result in a ratings downgrade. The principal methodology used in this rating was "Global Midstream Energy" published in December 2010. Western Gas (WES) is a publicly traded master limited partnership (MLP) that provides midstream energy services primarily to Anadarko Petroleum Corporation as well as other third party oil and gas producers and customers. Anadarko controls WES through its ownership of the general partner (GP) of Western Gas Equity Partners (WGP, unrated), which owns the GP of WES and a meaningful amount of WES' limited partner (LP) interests. WHISTLER ENERGY II: Has Until Nov. 21 to File Chapter 11 Plan ------------------------------------------------------------- Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern District of Louisiana extended Whistler Energy II, LLC's exclusive periods to file a chapter 11 plan and solicit acceptances to the plan through November 21, 2016 and January 20, 2017, respectively. The Debtor previously sought the extension of its exclusive period to file a chapter 11 plan, which was set to expire on September 22, 2016, absent an extension. The Debtor related that it has been in negotiations with Apollo Global Management, LLC, Commerce Oil LLC, and the Official Committee of Unsecured Creditors regarding a consensual plan. The Debtor further related that since August 5, 2016, the parties have been in plan discussions, exchanging several rounds with respect to a draft plan term sheet. The Debtor contended that while there has been significant progress made with respect to a plan, there has not been sufficient time to finalize such plan negotiations. It further contended that for most of the summer, the Debtors and the other parties have been distracted with the issues related to Nabors. The Debtor said that during the same time period, the Official Committee of Unsecured Creditors served the Debtor and other parties-in-interest with extensive discovery requests and took various 2004 examinations. The Debtor further said that a significant amount of time preparing for, as well as responding to, such discovery requests, was spent which resulted in the Official Committee of Unsecured Creditors filing a complaint against various parties on August 12, 2016. The Debtor told the Court that extending the exclusive periods will keep the parties focused on negotiating one plan rather than staking out their respective litigation positions for a battle over competing plans and other issues. The Debtor further told the Court that keeping the parties focused on negotiating one plan will also increase the prospect of filing a viable plan in the Bankruptcy Case and avoid an unnecessary drain on estate resources. About Whistler Energy II, LLC Romfor Supply Company, Adriatic Marine, L.L.C., Hydra Ops, LLC, Scientific Drilling, and Patterson Services, Inc., filed an involuntary Chapter 11 petition against alleged debtor, Houston, Texas-based Whistler Energy II, LLC (Bankr. E.D. La. Case No. 16-10661) on March 24, 2016. Whistler Energy II on May 25, 2016, consented to the Chapter 11 filed and pending before the Honorable Jerry A. Brown in Bankruptcy Court in New Orleans. The Petitioners are represented by Stewart F. Peck, Esq., in New Orleans, Louisiana. Whistler Energy II has employed Paul J. Goodwine, Esq., and Taylor P. Gay, Esq., at Looper Goodwine; and John P. Melko, Esq., Michael K. Riordan, Esq., and Sharon Beausoleil, Esq., at Gardere Wynne Sewell as counsel; UpShot Services LLC as its claims, noticing and balloting agent; and TDF Partners, LLC's Richard DiMichele as its chief restructuring officer. The Official Committee of Unsecured Creditors has retained Stewart F. Peck, Esq., Christopher Caplinger, Esq., Benjamin W. Kadden, Esq., Joseph P. Briggett, Esq., and Erin R. Rosenberg, Esq., at Lugenbuhl, Wheaton, Peck, Rankin & Hubbard, as counsel. WHITESBURG REALTY: Plan Outline Okayed; Nov. 10 Plan Hrg. Set ------------------------------------------------------------- Judge Gregory K. Schaaf of the U.S. Bankruptcy Court for the Eastern District of Kentucky approved the Second Amended Disclosure Statement in support of the First Amended Plan of Reorganization proposed by Whitesburg Realty LLC. As previously reported by The Troubled Company Reporter, the Plan proposes to pay Allowed Unsecured Claims their pro rata share of 25% of the Debtor's net profits from its operations five years post-confirmation. Hearing on the confirmation of the Plan will be held on Nov. 10, 2016, at 9:00 a.m. in Lexington, Kentucky. November 3 will be the last day for filing written acceptances or rejection to the Plan, as well as the last day for filing and serving written objections to confirmation of the Plan. About Whitesburg Realty Whitesburg Realty, LLC, a Kentucky limited liability company, was established on Feb. 10, 2004. The sole member of the Debtor is Jeffrey C. Ruttenberg. The Debtor is a landlord to the various shops and businesses operated at the Whitesburg Plaza. The Debtor has several tenants, most notably, Walmart, and several smaller businesses including a nail salon, fashion retail store and pizza restaurant. The Debtor filed a Chapter 11 petition (Bankr. E.D. Ky. Case No. 16-50721) on April 13, 2016. The petition was signed by Jeffrey C. Ruttenberg, member. The Debtor is represented by Jamie L. Harris, Esq., at Delcotto Law Group PLLC. The Debtor estimated assets of $1 million to $10 million and debts of $1 million to $10 million. The Debtor listed Wyatt, Tarrant & Combs, LLP as its largest unsecured creditor holding a claim of $10,000. No trustee or examiner has been appointed in this Chapter 11 case, and no creditors' committee or other official committee has been appointed. WHITTEN FOUNDATION: Disclosures OK'd; Plan Hearing on Oct. 17 ------------------------------------------------------------- The Hon. Robert Summerhays of the U.S. Bankruptcy Court for the Western District of Louisiana has approved amended disclosure statement filed by Iberia Bank for Whitten Foundation. A hearing will be held on Oct. 17, 2016, at 9:30 a.m. to consider the confirmation of Iberia's Chapter 11 Liquidating Plan. Objections to the confirmation of the Plan must be filed by Oct. 10, 2016, which is also the last date for filing written acceptances or rejections of the Plan. A Post-Confirmation Second Amended Disclosure Statement was filed by IberiaBank on Aug. 31, 2016, referring to a concurrently filed Second Modification to Iberia's Chapter 11 Liquidating Plan. As reported by the Troubled Company Reporter on March 15, 2016, IberiaBank, the Debtor's largest secured creditor, in November 2015, received confirmation of its Chapter 11 Liquidating Plan for the Debtor, but -- three months later -- said that creditors would have make do with a payout plan that would pay creditors under less favorable terms and conditions than set forth in the original plan. Iberia's Original Plan, which was confirmed by the Court on Nov. 30, 2015, called for the sale of all of the Debtor's assets to Juniper Investment Group, Ltd., for $12,500,000. The sale was conditioned upon a due diligence period, financing contingencies and other prerequisites involving successful negotiations to buy individually-owned condominium units. About Whitten Foundation Whitten Foundation is a non-profit corporation that owns and operates two apartment/condominium properties located in Lake Charles and Baton Rouge in the State of Louisiana. The Lake Charles property is referred to as "Embers" and the Baton Rouge property is referred to "Courtyard Orleans." A third property, referred to as "Unit 9" is located at the Courtyard Orleans site in Baton Rouge but it is a single condominium. Whitten Foundation sought Chapter 11 bankruptcy protection (Bankr. W.D. La. Case No. 15-20237) in Lake Charles, Louisiana, on March 31, 2015. The Debtor estimated $10 million to $50 million in assets and debt. Judge Robert Summerhays presides over the case. The Debtor has tapped Gerald J. Casey, Esq., in Lake Charles, Louisiana, as its counsel. The U.S. trustee overseeing Whitten Foundation's Chapter 11 case said it wasn't able to form a committee of unsecured creditors due to insufficient number of creditors willing to serve on the committee. WILLIAM CONTRACTOR: Favorable Judgment on Complaint to Fund Plan ---------------------------------------------------------------- William Contractor Inc. filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Disclosure Statement and Plan of Payment, proposing to pay allowed general unsecured claims for contractors and other constructions loans on a pro rata basis from the carve-out to be agreed with the secured creditor or as agreed with the claimant. These claims are estimated to sum up to $784,919. The Debtor is in the construction business. The Debtor was contracted in 2007 by MPR, owner of Plaza del Mar shopping mall, to complete an $8 million project. The Debtor alleged that Banco Popular de Puerto Rico (BPPR), MPR or MPR shareholders never paid it the remaining amounts of work already certified for $4.8 million. BPPR financed the project at the time of the contract, according to the Debtor. The Debtor has since filed an adversary proceeding on the matter. The Debtor is hopeful that a favorable judgment on the adversary will give it the possibility of paying all its debts. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/prb15-06311-97.pdf About William Contractor Headquartered in Aguada, Puerto Rico, William Contractor Inc. filed for Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 15-06311) on Aug. 18, 2015, listing $6.38 million in total assets and $2.56 million in total liabilities. The petition was signed by Lymari Benique Moralez, vice president - secretary. Damaris Quinones Vargas, Esq., at Bufete Quinones Vargas & Asoc serves as the Debtor's bankruptcy counsel. WILSON'S OUTDOOR: Selling Equipment to Mt. Airy for $60K -------------------------------------------------------- Wilson's Outdoor Services, LLC, asks U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of 2011 Mauldin Paver, the 2011 Caterpillar Roller, and the 2011 Mauldin Tack Tank ("Equipment") to Mt. Airy Tar & Chip for $60,000, subject to higher or better offers. A copy of purchase agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Wilsons_Outdoor_68_Sales.pdf Among the assets of the estate is the Debtor's interest in equipment. The Debtor owns various equipment and machinery, listed on bankruptcy schedule B, which includes a 2011 Mauldin Paver valued at $27,000, a 2011 Caterpillar Roller valued at $30,000, and a 2011 Mauldin Tack Tank valued at $6,250 or a total of $63,250. The "as is, where is" sale is in the best interest of all parties. The sale will reduce the monthly obligation of the Debtor, reduce its overall debt and reduce the amount necessary for confirmation of a Chapter 11 Plan. Cat Financial is secured to the Equipment in the amount of approximately $58,000. The Buyer will pay any sales tax or any costs of the transfer of title. The Debtor will accept higher and better offers at the time of sale. Any bidder will post a non-refundable deposit of $1,000 in certified funds; and will be able to close the sale within 30 days of the Order being entered. From the proceeds of the sale, the Debtor asks the Court to authorize the payment of: (i) all normal and ordinary settlement charges; (ii) Calaiaro Valencik reimbursement for all for all costs of mailing and copying and advertising expense related to the sale; (iii) the U.S. Trustee fee, if any; and (iv) approximately $58,000 to Cat Financial for its secured claim. Any remaining balance from the proceeds of the sale will be deposited to the Debtor's Escrow Account pending confirmation of the Chapter 11 Plan of Reorganization or further Order of Court. The Purchaser can be reached at: Michael E. Boosalis President MT. AIRY TAR & CHIP 12080F Hall Shop Rd. Clarksville, MD 21029 Telephone: (301) 854-1006 Facsimile: (301) 854-2012 Wilson's Outdoor Services, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-22190) on June 14, 2016. The Debtor is represented by David Z. Valencik, Esq., and Donald R. Calaiaro, Esq., at Calaiaro Valencik. WIZ-X INC: Wants Permission to Use Cash Collateral -------------------------------------------------- Wiz-X, Inc., asks the U.S. Bankruptcy Court for the Western District of Tennessee for permission to use cash collateral. The Debtor tells the Court that the Department of Treasury filed a lien on the Debtor's property, including cash deposits at bank accounts. The Debtor further tells the Court that it receives payments for sales of merchandise on a daily basis and that the current funds are cash collateral. The Debtor contends that it must use these funds in order to finance his business as well as personal living expenses. A full-text copy of the Debtor's Motion, dated Oct. 5, 2016, is available at http://bankrupt.com/misc/WizXInc2016_1628955_8.pdf Wiz-X, Inc., is represented by: Earnest E. Fiveash, Esq. 2600 Poplar Avenue, Ste. 214 Memphis, TN 38112 Telephone: (901) 417-8356 About WIZ-X, INC. Wiz-X, Inc., filed a chapter 11 petition (Bankr. W.D. Tenn. Case No. 16-28955-E) on Sept. 30, 2016. The Debtor is represented by Earnest E. Fiveash, Esq. Z BEST RENTALS: Hires CPA Associates as Accountant -------------------------------------------------- Z Best Rentals, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Florida to employ CPA Associates, LLP as accountant to the Debtor. Z Best Rentals requires CPA Associates to: a. compile the Debtor's financial statements and issue an accountant's report in accordance with Statements on Standards for Accounting and Review Services; and prepare the monthly Florida sales tax returns; b. assist with the preparation of the Small Business Monthly Operating Report required by the U.S. Bankruptcy Court; c. prepare the annual U.S. Income Tax Returns for an S Corporation (Form 1120S), the annual Florida Uniform Business Reports, and the annual Forms 1099 Information Returns; d. provide other tax, accounting and consulting services and advice as needed. CPA Associates will be paid at these hourly rates for the preparation of the annual tax and information returns, as well as any other tax, accounting and consulting services: Partner $185 CPA Associate $165 Other Staff $75 CPA Associates will be paid a monthly rate of $1,200 the preparation of the monthly financial statements, sales tax returns and assistance with the Small Business Monthly Operating Reports. CPA Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Daniel F. McEntee, member of CPA Associates, 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. CPA Associates can be reached at: Daniel F. McEntee, Esq. CPA ASSOCIATES, LLP 2646 SW Mapp Road Palm City, FL 34990 Tel: (772) 288-3797 Fax: (772) 288-3723 About Z Best Rentals Z Best Rentals, Inc., based in Palm Coast, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-03586) on September 23, 2016. Lisa C. Cohen, Esq., at Ruff & Cohen, P.A., as bankruptcy counsel. In its petition, the Debtor estimated $2.35 million in assets and $2.71 million in liabilities. The petition was signed by Sherry Arnett, president. No official committee of unsecured creditors has been appointed in the case. Z BEST RENTALS: Hires Ruff & Cohen as Attorney ---------------------------------------------- Z Best Rentals, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Florida to employ Ruff & Cohen, P.A. as attorney to the Debtor. Z Best Rentals requires Ruff & Cohen to: a. advise and counsel the debtor-in-possession concerning the operation of its business in compliance with Chapter 11, the operating guidelines of the Office of the U.S. Trustee, and orders of the Court; b. prosecute and defend any causes of action on behalf of the debtor-in-possession; c. prepare, on behalf of the debtor-in-possession, all necessary applications, motions, reports, and other legal papers; d. assist in the formulation of a plan or reorganization and preparation of a disclosure statement; e. assist in the solicitation of accepting ballots for the plan and in confirmation of the plan; and f. assist in obtaining a discharge and a final decree. Ruff & Cohen will be paid at the hourly rate of $325. Ruff & Cohen will be paid a retainer of $15,000. Ruff & Cohen will also be reimbursed for reasonable out-of-pocket expenses incurred. Lisa C. Cohen, member of Ruff & Cohen, 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. Ruff & Cohen can be reached at: Lisa C. Cohen RUFF & COHEN, P.A. 4010 Newberry Road, Suite G Gainesville, FL 32607 Tel: (352) 376-3601 About Z Best Rentals Z Best Rentals, Inc., based in Palm Coast, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-03586) on September 23, 2016. Lisa C. Cohen, Esq., at Ruff & Cohen, P.A., as bankruptcy counsel. In its petition, the Debtor estimated $2.35 million in assets and $2.71 million in liabilities. The petition was signed by Sherry Arnett, president. No official committee of unsecured creditors has been appointed in the case. [*] Business Bankruptcy Filings Through First 3 Quarters Up 28% --------------------------------------------------------------- U.S. commercial bankruptcy filings during the first nine months of the year increased 28 percent to 28,789 over the 22,444 filings during the same period in 2015, according to data provided by Epiq Systems, Inc. Commercial chapter 11 filings rose slightly during the first nine months of 2016 as the 4,311 filings represented a 5 percent increase from the 4,091 chapter 11 filings during the first nine months of 2015. However, total bankruptcy filings fell 6 percent during the first nine months of 2016 (Jan. 1-September 30) from the same period a year ago as the 593,034 filings decreased from 629,754 in 2015. The 564,245 total noncommercial filings through the first three quarters of 2016 also represented a 7 percent drop from the noncommercial filing total of 607,310 through the first three quarters of 2015. "The roadmap for distressed businesses to reorganize through chapter 11 has not received a major update since 1978," said ABI Executive Director Samuel J. Gerdano. "As more debt-burdened companies look to the financial relief of bankruptcy, the recommendations of ABI's Commission to Study the Reform of Chapter 11 provide an updated route to navigate today's complex debt and capital structures." Total commercial filings for September 2016 were 3,072, representing a 38 percent increase from the 2,219 filings during the same period in 2015. Commercial chapter 11 filings increased to 364 chapter 11 filings in September 2016, representing an 8 percent increase over the 337 filings in September 2015. However, the 64,592 total bankruptcy filings for the month of September represented a 4 percent decrease compared to the 67,171 filings in September 2015. The 61,520 total noncommercial filings for September also represented a 5 percent drop from the September 2015 noncommercial filing total of 64,952. The average nationwide per capita bankruptcy filing rate for the first nine calendar months of 2016 (Jan. 1-Sept. 30) decreased slightly to 2.54 (total filings per 1,000 population) from the 2.55 rate for the first eight months of the year. The average daily filing total in September 2016 was 2,153, a 4 percent decrease from the 2,239 total daily filings registered in September 2015. States with the highest per capita filing rates (total filings per 1,000 population) through the first nine months of 2016 were: 1. Tennessee (5.67) 2. Alabama (5.52) 3. Georgia (4.75) 4. Illinois (4.19) 5. Utah (4.17) For further information about the statistics or additional requests, please contact ABI Public Affairs Manager John Hartgen at 703-894-5935 or jhartgen@abiworld.org. ABI is the largest multi-disciplinary, nonpartisan organization dedicated to research and education on matters related to insolvency. ABI was founded in 1982 to provide Congress and the public with unbiased analysis of bankruptcy issues. The ABI membership includes more than 11,000 attorneys, accountants, bankers, judges, professors, lenders, turnaround specialists and other bankruptcy professionals, providing a forum for the exchange of ideas and information. For additional information on ABI, visit www.abi.org. For additional conference information, visit http://www.abi.org/calendar-of-events. Epiq Systems is a leading provider of managed technology for the global legal profession. Epiq Systems offers innovative technology solutions for electronic discovery, document review, legal notification, claims administration and controlled disbursement of funds. Epiq System’s clients include leading law firms, corporate legal departments, bankruptcy trustees, government agencies, mortgage processors, financial institutions, and other professional advisors who require innovative technology, responsive service and deep subject-matter expertise. For more information on Epiq Systems, Inc., please visit http://www.epiqsystems.com. [*] McDonald Hopkins Elects Four Attorneys to Membership -------------------------------------------------------- McDonald Hopkins LLC, a business advisory and advocacy law firm, on Oct. 4 announced the election of four attorneys to the firm's membership. -- Christal Contini – (Cleveland) Member, Business Department -- Christopher Dean – (Cleveland and Chicago) Member, Litigation Department -- Don Orlandoni – (Detroit) Member, Litigation Department -- Jayson Ruff – (Detroit) Member, Business Restructuring Department "This year we are privileged to recognize and promote four attorneys for their expertise and consistently high-level of client service," said Shawn M. Riley, president of McDonald Hopkins. Christal Contini (Cleveland) has significant experience providing general corporate counseling to a variety of businesses, business owners, boards of directors, management teams and investors on matters relating to corporate governance, commercial contracts, compliance and operational issues. Her practice is also focused on representing private equity funds, search funds and both strategic buyers and sellers in various types of transactions, including complex mergers, acquisitions, dispositions, leveraged buyouts, distressed acquisitions and dispositions, financings, and investments. Ms. Contini's industry experience covers a wide array of industries such as quick-service and full-service franchise restaurants, healthcare, polymers, manufacturing and software. Ms. Contini has also served in an in-house counsel capacity for a software service provider, a polymer manufacturer, an energy services company, and an international manufacturer and distributor of household and commercial products. Ms. Contini earned a J.D., magna cum laude, from Cleveland-Marshall College of Law in 2008 and served as Co-Editor-in-Chief of the Journal of Law and Health. She received a B.A., cum laude, from Ashland University in 2003. Christopher Dean (Cleveland and Chicago) has extensive commercial litigation experience in a broad array of industries and involving a wide variety of issues, including contract, partnership, fiduciary duty, professional negligence, white collar, bankruptcy, antitrust, unfair competition, intellectual property and energy-related disputes. He is well-versed in all aspects of trial and appellate preparation, as well as managing complex discovery processes. Selected for inclusion as an Illinois Rising Star (2014) and Ohio Rising Star (2016 and 2017) by Super Lawyers, Mr. Dean co-chairs the Bankruptcy/Environmental Claims Subcommittee of the American Bar Association's Environmental and Energy Litigation Committee, is a member of the Cleveland Bar Association's Unauthorized Practice of Law Committee, and serves as on the Board for the North Union Farmers Market. Mr. Dean earned a J.D. with high honors from George Washington University School of Law in 2007, where he was managing editor of The Law Review and elected to the school's Moot Court, Mock Trial and Alternative Dispute Skills Boards. Before joining McDonald Hopkins in 2014, he received a Bachelor of Arts, cum laude, from Denison University in 2000, worked as an IT consultant in New York City, for a large law firm in Washington, D.C., and with a well-respected commercial litigation boutique in Chicago. Don Orlandoni (Detroit) represents companies and individuals in complex business and commercial matters. He has a record of achieving positive outcomes for his clients in pre-lawsuit negotiations, state and federal court litigation, arbitration, and other forums of alternative dispute resolution. Mr. Orlandoni has successfully represented clients across a wide range of industries, including automotive, aerospace, and other manufacturers; wireless and wireline telecommunication service providers; supply-chain logistics companies; temporary staffing companies; food manufacturers; and various private equity portfolio companies. Recognized by Super Lawyers as a Michigan Rising Star from 2010 to 2015, Mr. Orlandoni worked in the automotive and pharmaceutical industries before becoming an attorney. Earlier, he served as an infantryman in the United States Marine Corps. Mr. Orlandoni earned a J.D., cum laude, Order of the Coif, from Wayne State University Law School in 2007 where he was assistant editor of The Wayne Law Review. He received a Bachelor of Science from the United States Naval Academy in 1995. Jayson Ruff (Detroit) is an accomplished business restructuring attorney with extensive experience in a wide variety of industries from automotive to healthcare. His practice is focused on the restructuring of privately held businesses, in and out of bankruptcy, assisting secured and unsecured creditors in creditors' rights issues, and selling assets in distressed M & A deals. Mr. Ruff also has worked for clients in general business matters such as the formation of a new corporation and the sale of existing entities. Prior to becoming an attorney, Mr. Ruff spent seven years in the IT industry supporting the automotive and finance industries in Detroit. Mr. Ruff earned his J.D. from the University of Detroit Mercy School of Law in 2006, and his Bachelor of Arts from William Tyndale College in 1997. About McDonald Hopkins Founded in 1930, McDonald Hopkins -- http://www.mcdonaldhopkins.com/-- is a business advisory and advocacy law firm with locations in Chicago, Cleveland, Columbus, Detroit, Miami, and West Palm Beach. The firm has more than 50 service and industry teams. Its subsidiary, McDonald Hopkins Government Strategies LLC, is based in Washington, D.C. McDonald Hopkins Government Strategies is not a law firm and does not provide legal services. [*] US HY Default Forecast Lowered to 5%; 3% for 2017, Fitch Says ----------------------------------------------------------------- Fitch Ratings is reducing its 2016 US high yield bond default rate forecast to 5% from 6% and expects the overall 2017 rate to finish at 3%, below the 4.1% historical average. Crude oil prices stabilizing in the mid-$40s that aided the challenged energy sector, coupled with improving conditions in the high yield market, contributed to Fitch lowering this year's expected rate. [^] BOND PRICING: For Week from October 3 to 7, 2016 ---------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- A. M. Castle & Co CAS 7.000 58.000 12/15/2017 ACE Cash Express Inc AACE 11.000 56.250 2/1/2019 ACE Cash Express Inc AACE 11.000 56.500 2/1/2019 Affinion Investments LLC AFFINI 13.500 48.125 8/15/2018 American Eagle Energy Corp AMZG 11.000 13.438 9/1/2019 American Eagle Energy Corp AMZG 11.000 13.375 9/1/2019 American Gilsonite Co AMEGIL 11.500 71.000 9/1/2017 American Gilsonite Co AMEGIL 11.500 64.375 9/1/2017 Amyris Inc AMRS 6.500 34.943 5/15/2019 Armstrong Energy Inc ARMS 11.750 49.250 12/15/2019 Armstrong Energy Inc ARMS 11.750 39.250 12/15/2019 Avaya Inc AVYA 10.500 24.000 3/1/2021 Avaya Inc AVYA 10.500 28.850 3/1/2021 BPZ Resources Inc BPZR 6.500 3.017 3/1/2015 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Basic Energy Services Inc BAS 7.750 43.153 2/15/2019 Caesars Entertainment Operating Co Inc CZR 12.750 66.000 4/15/2018 Caesars Entertainment Operating Co Inc CZR 5.750 59.250 10/1/2017 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018 Claire's Stores Inc CLE 9.000 55.000 3/15/2019 Claire's Stores Inc CLE 10.500 54.625 6/1/2017 Claire's Stores Inc CLE 8.875 19.000 3/15/2019 Claire's Stores Inc CLE 7.750 15.250 6/1/2020 Claire's Stores Inc CLE 9.000 64.500 3/15/2019 Claire's Stores Inc CLE 9.000 55.000 3/15/2019 Claire's Stores Inc CLE 7.750 13.750 6/1/2020 Community Choice Financial Inc CCFI 10.750 52.250 5/1/2019 Creditcorp CRECOR 12.000 48.000 7/15/2018 Creditcorp CRECOR 12.000 45.250 7/15/2018 Cumulus Media Holdings Inc CMLS 7.750 41.125 5/1/2019 EPL Oil & Gas Inc EXXI 8.250 15.000 2/15/2018 EXCO Resources Inc XCO 7.500 49.375 9/15/2018 Eagle Rock Energy Partners LP / Eagle Rock Energy Finance Corp VNR 8.375 44.875 6/1/2019 Emerald Oil Inc EOX 2.000 0.100 4/1/2019 Endeavour International Corp END 12.000 1.000 6/1/2018 Endeavour International Corp END 12.000 1.017 3/1/2018 Endeavour International Corp END 12.000 1.017 3/1/2018 Energy & Exploration Partners Inc ENEXPR 8.000 0.603 7/1/2019 Energy & Exploration Partners Inc ENEXPR 8.000 0.603 7/1/2019 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Holdings Corp TXU 11.250 48.250 11/1/2017 Energy Future Holdings Corp TXU 10.875 48.250 11/1/2017 Energy Future Holdings Corp TXU 9.750 40.000 10/15/2019 Energy Future Holdings Corp TXU 10.875 48.250 11/1/2017 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 8.500 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 8.750 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 9.750 30.000 10/15/2019 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 6.875 8.500 8/15/2017 Energy XXI Gulf Coast Inc EXXI 11.000 40.250 3/15/2020 Energy XXI Gulf Coast Inc EXXI 9.250 9.500 12/15/2017 Energy XXI Gulf Coast Inc EXXI 7.750 10.500 6/15/2019 Energy XXI Gulf Coast Inc EXXI 6.875 8.950 3/15/2024 Energy XXI Gulf Coast Inc EXXI 7.500 10.125 12/15/2021 Evergreen Solar Inc ESLR 4.000 0.413 7/15/2013 FXCM Inc FXCM 2.250 42.250 6/15/2018 FairPoint Communications Inc/Old FRP 13.125 1.879 4/2/2018 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Forbes Energy Services Ltd FES 9.000 25.291 6/15/2019 GenOn Energy Inc GENONE 7.875 82.367 6/15/2017 Goodman Networks Inc GOODNT 12.125 44.625 7/1/2018 Goodrich Petroleum Corp GDPM 8.875 0.860 3/15/2019 Goodrich Petroleum Corp GDPM 8.875 14.500 3/15/2018 Goodrich Petroleum Corp GDPM 8.875 12.625 3/15/2018 Goodrich Petroleum Corp GDPM 8.875 0.719 3/15/2019 Goodrich Petroleum Corp GDPM 8.875 0.719 3/15/2019 HD Supply Inc HDSUPP 7.500 103.293 7/15/2020 Horsehead Holding Corp ZINC 10.500 80.250 6/1/2017 Illinois Power Generating Co DYN 7.000 39.893 4/15/2018 Illinois Power Generating Co DYN 6.300 40.920 4/1/2020 Iracore International Holdings Inc IRACOR 9.500 52.000 6/1/2018 Iracore International Holdings Inc IRACOR 9.500 52.000 6/1/2018 IronGate Energy Services LLC IRONGT 11.000 23.500 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 23.500 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 23.500 7/1/2018 IronGate Energy Services LLC IRONGT 11.000 23.500 7/1/2018 Kellwood Co KWD 7.625 68.625 10/15/2017 Key Energy Services Inc KEGX 6.750 27.500 3/1/2021 Las Vegas Monorail Co LASVMC 5.500 4.035 7/15/2019 Lehman Brothers Holdings Inc LEH 2.070 2.878 6/15/2009 Lehman Brothers Holdings Inc LEH 1.383 2.878 6/15/2009 Lehman Brothers Holdings Inc LEH 1.250 2.878 2/6/2014 Lehman Brothers Holdings Inc LEH 1.600 2.878 11/5/2011 Lehman Brothers Holdings Inc LEH 1.250 2.878 3/22/2012 Lehman Brothers Holdings Inc LEH 1.250 2.878 8/5/2012 Lehman Brothers Holdings Inc LEH 2.000 2.878 3/3/2009 Lehman Brothers Holdings Inc LEH 1.500 2.878 3/29/2013 Lehman Brothers Holdings Inc LEH 4.000 2.878 4/30/2009 Lehman Brothers Holdings Inc LEH 5.000 2.878 2/7/2009 Lehman Brothers Inc LEH 7.500 1.226 8/1/2026 Liberty Interactive LLC LINTA 1.000 86.350 9/30/2043 Liberty Property LP LPT 5.500 100.638 12/15/2016 Light Tower Rentals Inc LHTTWR 8.125 45.500 8/1/2019 Light Tower Rentals Inc LHTTWR 8.125 43.000 8/1/2019 Linc USA GP / Linc Energy Finance USA Inc LNCAU 9.625 20.000 10/31/2017 Linn Energy LLC / Linn Energy Finance Corp LINE 8.625 25.500 4/15/2020 Linn Energy LLC / Linn Energy Finance Corp LINE 6.500 25.075 5/15/2019 Linn Energy LLC / Linn Energy Finance Corp LINE 6.250 25.250 11/1/2019 Linn Energy LLC / Linn Energy Finance Corp LINE 7.750 25.125 2/1/2021 Linn Energy LLC / Linn Energy Finance Corp LINE 6.500 25.450 9/15/2021 Linn Energy LLC / Linn Energy Finance Corp LINE 6.250 25.250 11/1/2019 Linn Energy LLC / Linn Energy Finance Corp LINE 6.250 25.250 11/1/2019 Logan's Roadhouse Inc LGNS 10.750 2.750 10/15/2017 MF Global Holdings Ltd MF 3.375 21.000 8/1/2018 MModal Inc MODL 10.750 10.125 8/15/2020 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 4.500 10/1/2020 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 9.250 0.835 6/1/2021 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 12.000 9.000 6/1/2020 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 0.875 10/1/2020 Midstates Petroleum Co Inc / Midstates Petroleum Co LLC MPO 10.750 0.875 10/1/2020 Mirant Mid-Atlantic Series B Pass Through Trust GENONE 9.125 82.000 6/30/2017 Modular Space Corp MODSPA 10.250 41.493 1/31/2019 Modular Space Corp MODSPA 10.250 41.500 1/31/2019 Nine West Holdings Inc JNY 8.250 14.500 3/15/2019 Nine West Holdings Inc JNY 6.875 18.990 3/15/2019 Nine West Holdings Inc JNY 8.250 14.750 3/15/2019 Nuverra Environmental Solutions Inc NESC 9.875 17.000 4/15/2018 OMX Timber Finance Investments II LLC OMX 5.540 12.250 1/29/2020 Optima Specialty Steel Inc OPTSTL 12.500 90.000 12/15/2016 Optima Specialty Steel Inc OPTSTL 12.500 90.000 12/15/2016 Orexigen Therapeutics Inc OREX 2.750 27.688 12/1/2020 Peabody Energy Corp BTU 6.000 34.500 11/15/2018 Peabody Energy Corp BTU 6.500 34.000 9/15/2020 Peabody Energy Corp BTU 4.750 5.500 12/15/2041 Peabody Energy Corp BTU 6.000 33.000 11/15/2018 Peabody Energy Corp BTU 6.000 33.000 11/15/2018 Permian Holdings Inc PRMIAN 10.500 29.125 1/15/2018 Permian Holdings Inc PRMIAN 10.500 29.125 1/15/2018 Pernix Therapeutics Holdings Inc PTX 4.250 28.000 4/1/2021 Pernix Therapeutics Holdings Inc PTX 4.250 27.799 4/1/2021 PetroQuest Energy Inc PQ 10.000 68.875 9/1/2017 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.250 29.625 10/1/2018 Prospect Holding Co LLC / Prospect Holding Finance Co PRSPCT 10.250 29.625 10/1/2018 Rolta LLC RLTAIN 10.750 18.250 5/16/2018 SAExploration Holdings Inc SAEX 10.000 46.250 7/15/2019 Samson Investment Co SAIVST 9.750 3.750 2/15/2020 Sequa Corp SQA 7.000 34.250 12/15/2017 Sequa Corp SQA 7.000 33.875 12/15/2017 Sidewinder Drilling Inc SIDDRI 9.750 6.000 11/15/2019 Sidewinder Drilling Inc SIDDRI 9.750 6.000 11/15/2019 Speedy Group Holdings Corp SPEEDY 12.000 46.250 11/15/2017 Speedy Group Holdings Corp SPEEDY 12.000 46.250 11/15/2017 SquareTwo Financial Corp SQRTW 11.625 12.000 4/1/2017 Stone Energy Corp SGY 1.750 53.750 3/1/2017 SunEdison Inc SUNE 5.000 52.500 7/2/2018 SunEdison Inc SUNE 2.000 6.000 10/1/2018 SunEdison Inc SUNE 3.375 6.625 6/1/2025 SunEdison Inc SUNE 2.375 6.375 4/15/2022 SunEdison Inc SUNE 0.250 5.750 1/15/2020 SunEdison Inc SUNE 2.750 6.375 1/1/2021 SunEdison Inc SUNE 2.625 6.625 6/1/2023 TMST Inc THMR 8.000 15.875 5/15/2013 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 45.875 2/15/2018 Talos Production LLC / Talos Production Finance Inc TALPRO 9.750 45.875 2/15/2018 TerraVia Holdings Inc TVIA 6.000 55.097 2/1/2018 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 TetraLogic Pharmaceuticals Corp TLOG 8.000 4.250 6/15/2019 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 11.500 31.000 10/1/2020 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 0.720 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 11.500 29.375 10/1/2020 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 1.200 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 6.830 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 6.750 11/1/2015 Triangle USA Petroleum Corp TPLM 6.750 23.000 7/15/2022 Triangle USA Petroleum Corp TPLM 6.750 21.375 7/15/2022 UCI International LLC UCII 8.625 22.625 2/15/2019 Valero Energy Corp VLO 6.125 103.375 6/15/2017 Venoco Inc VQ 8.875 1.742 2/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 17.000 1/15/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.750 17.000 1/15/2019 Violin Memory Inc VMEM 4.250 32.000 10/1/2019 W&T Offshore Inc WTI 8.500 40.875 6/15/2019 iHeartCommunications Inc IHRT 10.000 68.250 1/15/2018 rue21 inc RUE 9.000 28.430 10/15/2021 rue21 inc RUE 9.000 28.188 10/15/2021 ********* 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. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* 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. 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