/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/161101.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, November 1, 2016, Vol. 20, No. 305 Headlines 10SCHALK LLC: Hires Rizzolo Realty as Real Estate Broker AIM STEEL: U.S. Trustee Forms Three-Member Committee AIR 2 US: Fitch Affirms BB+ Rating on Series A EENs ALEMAYEHU MARU: Disclosures OK'd; Plan Hearing on Dec. 6 ALLIED INJURY: Hires Fredman Lieberman as Bankruptcy Counsel ALPHA MEDIA: Moody's Affirms B2 Corporate Family Rating AMC ENTERTAINMENT: Fitch Rates $500MM Incremental Loan B 'BB+/RR1' ASP CHROMAFLO: Moody's Assigns B3 Corporate Family Rating BAKERCORP INTERNATIONAL: Moody's Affirms Caa1 Corp Family Rating BEAR CREEK: Ch. 11 Trustee Hires A.L. Mitchell as Accountant BEAR CREEK: Ch. 11 Trustee Hires Beadle Smith as Counsel BIOCORRX INC: Sells $220,000 Convertible Promissory Notes BIOSTAGE INC: First Pecos, Banco Panamericano Offer Financing BLUE LIGHT: Case Summary & 6 Largest Unsecured Creditors BLUENRGY GROUP: HLB Mann Judd Raises Going Concern Doubt BUFFETS LLC: Files Supplemental Application for Padgett Stratemann BURCON NUTRASCIENCE: Dr. Chan Reports 22.4% Stake as of Oct. 24 C SWANK ENTERPRISES: Hires Calaiaro Valencik as Counsel CADIZ INC: Mulls Sale of $40 Million of Securities CANNASYS INC: Amends Prospectus Over Issuance of 1.1-Mil. Shares CENTURY AUTO: Names Archie Granata as Accountant CHC GROUP: Jones Day Representing AG/CO Senior Secured Noteholders CHINA COMMERCIAL: Yang Jie Holds 16.5% Equity Stake as of Oct. 24 CHINA FISHERY: Bid for Appointment of Ch. 11 Trustee Granted CHINA GINSENG: Chairman and Chief Executive Officer Resigns CIRCLE Z: U.S. Trustee Forms Two-Member Committee CLASSIC COMMUNITIES: Hires Marcus & Millichap as Broker CLIFFS NATURAL: Appoints Eric Rychel to Board of Directors CLIFFS NATURAL: Incurs $27.8 Million Net Loss in Third Quarter COLORADO 2002B: Taps Gray Reed as Counsel CONTROL SYSTEMS: Disclosures OK'd; Plan Hearing on Nov. 17 CORPORATE RISK: Moody's Puts Caa2 CFR Under Review for Upgrade COSI INC: Creditors' Panel Hires Nixon Peabody as Counsel CRAIG SHERMAN MILLER: Unsecureds To Recoup 13% Under Plan DOVER DOWNS: Reports Results for Third Quarter DUPONT YARD: Disclosures Okayed; Plan Hearing on Dec. 7 ENERGY TRANSFER: Fitch Assigns 'BB' Rating on Jr Subordinated Debt ENUMERAL BIOMEDICAL: Launches Tender Offer to Amend Warrants EVOSHIELD LLC: Involuntary Chapter 11 Case Summary EXCELLENT PERFORMANCE: Voluntary Chapter 11 Case Summary FAIRWAY OUTDOOR: Fitch Affirms 'BB-sf' Rating on Class B Notes FUNCTION(X) INC: Executives Presented at MicroCap Conference FUNCTION(X) INC: Obtains Waiver on Debenture Payments GARDEN FRESH: Hires Hilco Real Estate as Real Estate Advisor GELTECH SOLUTIONS: Appoints Michael Reger Board Chairman GEMMA CALLISTE: Hearing on Malachi's Plan Outline Set For Dec. 7 GENETICS TECHNOLOGIES: PwC Expresses Concern Doubt GIGA-TRONICS INC: Stockholders Elect Six Directors GOLFSMITH INT'L: Ombudsman Hires Lowenstein as Counsel GRAFTECH INTERNATIONAL: Incurs $23M Net Loss in Sept. 30 Quarter GREAT BASIN: $13.5MM of 2015 Notes Converted to Equity HANCOCK STREET: Court Denies D. Rosenbaum's Admin. Expense Claim I.K.E. ELECTRICAL: Hires Peckar & Abramson as Special Counsel IDERA PHARMACEUTICALS: Reports Q3 2016 Financial Results IEG HOLDINGS: Recurring Losses Raises Going Concern Doubt INDIANA FINANCE: Fitch Lowers Rating on PABs to 'B' INFOBLOX INC: Fitch Assigns 'B' IDR; Outlook Stable INT'L HOUSE OF PRAYER: Hires Richard B. Rosenblatt as Attorney INTEGRATED FREIGHT: In Default Under Loans from Hillair et al. KAISER GYPSUM: Future Claimants' Hires Ankura as Consultant KAISER GYPSUM: Future Claimants' Hires Young Conaway as Attorney KAISER GYPSUM: Futures Rep Hires Hull & Chandler as Local Counsel KEY ENERGY: Sullivan, Cleary & Morris Representing Ad Hoc Committee KIRK'S FRAMING: Hires Debra J. Hawkins as Accountant LADERA LLC: RWN1H-DL to Auction Property on November 29 LEGACY RESERVES: Inks $300MM Loan Agreement with Cortland Capital LEGACY RESERVES: S&P Assigns 'CCC' Rating on New $300MM Loan LIBERTY ASSET: Hires Tisdale & Nicholson as Special Counsel LIQUIDMETAL TECHNOLOGIES: Raises $63.4MM from Hong Kong Firm MATTHEW HALPER: Court Denies Approval of Disclosure Statement MILLAR WESTERN: Moody's Cuts Corporate Family Rating to Caa1 NADLER & DARWISH: Unsecureds To Be Paid 10% Under Ch. 11 Plan NAKED BRAND: Issues $112,000 Convertible Note to CEO NETSMART INC: Moody's B3 CFR Unaffected by Loan Increase NISKA GAS: S&P Assigns 'BB-' CCR, Outlook Stable NOTIS GLOBAL: Signs $3.3MM Note Purchase Deal with Magic Farms OMEROS CORP: Inks $125 Million Loan Agreement with CRG Servicing OPEXA THERAPEUTICS: Unveils Tcelna Phase 2b Clinical Trial OPIANT PHARMACEUTICALS: MaloneBailey LLP Raises Going Concern Doubt OUTSIDE PLANT: Case Summary & 3 Largest Unsecured Creditors OWENS-ILLINOIS INC: S&P Rates Proposed EUR600MM Notes 'BB' PADCO PRESSURE: U.S. Trustee Forms Three-Member Committee PERFORMANCE SPORTS: Case Summary & 40 Largest Unsecured Creditors PERFORMANCE SPORTS: Files for Bankruptcy with $575M Purchase Deal PLANET FITNESS: Moody's Affirms B1 Corporate Family Rating PLANET INTERMEDIATE: S&P Affirms 'BB-' CCR, Outlook Stable POSITIVEID CORP: Stockholders Elect Four Directors PROFESSIONAL DIVERSITY: Extends Self-Tender Offer Until Nov. 7 R & R INDUSTRIES: Disclosures Conditionally OK'd; Hearing on Dec. 1 RENNOVA HEALTH: Aella Ltd. Reports 5.6% Stake as of Sept. 21 RESOLUTE ENERGY: Firewheel Energy et al., Hold 12.1% Equity Stake RITE AID: Fitch Maintains 'B' LT Issuer Default Rating on RWP ROOT9B TECHNOLOGIES: Stockholders OK Reverse Common Stock Split ROYAL FLUSH: Hires Calaiaro Valencik as Counsel SAEXPLORATION HOLDINGS: Amends Senior Loan Facility SAEXPLORATION HOLDINGS: Has Access to Remaining $15-Mil. Loan SAM DANIEL: Case Summary & 15 Largest Unsecured Creditors SANDIA DISTRIBUTOR: Hires Price Kong as Accountant SEEGRID CORP: Court Allows Former CEO's Claims SEMLER SCIENTIFIC: Posts $362,000 Net Loss for Sept. 30 Quarter SHREE SHIVA: Case Summary & 2 Largest Unsecured Creditors SIRIUS INTERNATIONAL: Fitch Rates $250MM Pref. Shares 'BB+' SKIN SENSE: Case Summary & 20 Largest Unsecured Creditors SMILES AND GIGGLES: US Trustee Fails to Appoint Creditors' Panel SOLID NORTH: US Trustee Fails to Appoint Creditors' Committee SPI ENERGY: Completes 700 kW Rooftop Solar Project in California STERIGENICS-NORDION HOLDINGS: Moody's Lowers CFR to 'B' STERIGENICS-NORDION HOLDINGS: S&P Affirms 'B' CCR; Outlook Stable STONE ENERGY: Geosphere Capital Holds 8.96% Stake as of Oct. 21 STRATA SKIN: Has Until April 2017 to Regain NASDAQ Compliance STRATA SKIN: Stockholders Elect 7 Directors, Approve Bonus Plan SUNEDISON INC: To Auction Off Assets on November 15 TECK RESOURCES: Moody's Hikes Corporate Family Rating to B1 TELKONET INC: Inks 2nd Amendment to Heritage Bank Credit Agreement TEMPLAR ENERGY: S&P Withdraws 'SD' Corporate Credit Rating TRANS ENERGY: Files Amendment No.1 to Tender Offer Statement TRANS ENERGY: To Increase Size of Board of Directors TRINITY 83: Unsecureds To Recoup 100% in 5 Years UCI INTERNATIONAL: Plan Confirmation Hearing Set for December 6 UNI-PIXEL INC: Closes $2.5MM Credit Facility With Bridge Bank UNITED CONTINENTAL: Fitch Hikes Issuer Default Rating to 'BB' UNIVERSAL SOFTWARE: Seeks to Hire Legal Visa as Special Counsel URBANCORP INC: CCAA Claims Bar Date Set for November 23 VEGA ALTA: Hires Jaime Rodriguez Law as Counsel VELOP CORP: Hires JPC Law as Bankruptcy Counsel WAFERGEN BIO-SYSTEMS: Stockholders Meeting Adjourned to Nov. 15 WAFERGEN BIO-SYSTEMS: Urges Stockholders to Vote For Merger WEST VIRGINIA HIGH: Hires Easter Valley as Real Estate Broker WEST VIRGINIA HIGH: Hires Rolston as Real Estate Appraiser ********* 10SCHALK LLC: Hires Rizzolo Realty as Real Estate Broker -------------------------------------------------------- 10Schalk, LLC seeks authorization from the U.S. Bankruptcy Court for the District of New Jersey to employ Rizzolo Realty Advisors, LLC as real estate broker to sell the Debtor's multi-unit apartment building located in East Orange, New Jersey. Rizzolo Realty will be compensated at 3.5% commission on $900,000 sale of the buildings. Christopher Rizzolo, realtor of Rizzolo 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 estate. Rizzolo Realty can be reached at: Christopher Rizzolo RIZZOLO REALTY ADVISORS, LLC 2715 Cooper Ave. Brick, NJ 08723 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. AIM STEEL: U.S. Trustee Forms Three-Member Committee ---------------------------------------------------- Guy G. Gebhardt, Acting U.S. Trustee for Region 21, on Oct. 27 appointed three creditors of AIM Steel International, Inc., to serve on the official committee of unsecured creditors. The committee members are: (1) Bell Steel Company Attn: Randall Bell, III, President P.O. Box 12109 Pensacola, FL 32591 Tel: (850) 432-1545 E-mail: rbell@bellsteel.com (2) Birmingham Fasterner, Inc. Attn: Derryl Salzburn P.O. Box 10323 Birmingham, AL 35202 Tel: (205) 595-3511 E-mail: dscredit@bhamfast.com (3) Steel Erectors, Inc. Attn: David Clifton, President 1767 Old Dean Forest Road Pooler, GA 31322 Tel: (912) 544-1380, ext. 101 E-mail: leslie@steelerectorsinc.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About AIM Steel AIM Steel International, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Ga. Case No. 16-67661) on Oct. 3, 2016. The petition was signed by David Brown, general manager. At the time of the filing, the Debtor disclosed $578,812 in assets and $2.67 million in liabilities. Ian M. Falcone, Esq., at The Falcone Law Firm, P.C., serves as the Debtor's bankruptcy counsel. AIR 2 US: Fitch Affirms BB+ Rating on Series A EENs --------------------------------------------------- Fitch Ratings has taken these rating actions on the enhanced equipment notes (EENs) issued by AIR 2 US: -- Series A EENs affirmed at 'BB+/RR1'; -- Series B EENs upgraded to 'BB-/RR5' from 'B+/RR5'. The upgrade of the Series B EENs is driven by Fitch's recent upgrade of United Airlines' Issuer Default Rating (IDR) to 'BB' from 'BB-'. AIR 2 US is a special purpose Cayman Islands company created to issue EENs; use the proceeds to purchase Permitted Investments; and enter into a risk transfer agreement. AIR 2 US entered into the risk transfer agreement (the Payment Recovery Agreement), with a subsidiary of Airbus. The primary provision of the Payment Recovery Agreement states that if United Airlines, Inc. (rated 'BB'/Outlook Stable) fails to pay scheduled rentals under existing subleases of aircraft with subsidiaries of Airbus, AIR 2 US will pay these rental deficiencies to a subsidiary of Airbus. These deficiency payments will come from the cash flows created by the Permitted Investments. As such, the greatest risk of the transaction is the bankruptcy risk of the lessee airline. KEY RATING DRIVERS AIR 2 US is not covered effectively by Fitch's EETC ratings criteria because aircraft cannot be sold and liquidated in the event of lease rejection of Airbus A320 aircraft sub-leased by United. In addition, the underlying subleases are not cross-defaulted or cross-collateralized. Applying a framework similar to that employed in analysis of corporate obligations, Fitch expects recoveries for series A noteholders to be very strong in a lease rejection scenario. Discounted lease cash flows, applying heavy stresses to current A320 lease rates, cover series A principal and a full liquidity facility draw. The 'BB+/RR1' rating, one notch above United's 'BB' IDR, reflects the high level of projected recovery. Expected recoveries for series B noteholders may be weak, in the 'RR5' range, reflecting a high probability of lease payment shortfalls in a post-rejection scenario. The one-notch differential between the 'BB-/RR5' rating of the series B notes and United's 'BB-' corporate IDR captures this weak recovery potential. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for Air 2 US include: -- A stress scenario where the underlying releases are rejected in the near- to intermediate term; -- Lease rates come under pressure, falling below current market rates; -- The collateral aircraft experience a re-leasing period of six months. RATING SENSITIVITIES The ratings are primarily driven by Fitch's recovery expectations and by the IDR of the underlying airline. Therefore, changes in either of those factors could lead to rating actions on the Air 2 US notes. ALEMAYEHU MARU: Disclosures OK'd; Plan Hearing on Dec. 6 -------------------------------------------------------- The Hon. Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland has approved Alemayehu G. Maru and Yanet M. Kebreab's disclosure statement dated Sept. 1, 2016, referring to the Debtors' plan of reorganization. A hearing will be held on Dec. 6, 2016, at 2:00 p.m. to consider the confirmation of the Debtors' Plan. Objections to the confirmation of the Plan, as well as written acceptances or rejections of the Plan, must be filed by Nov. 28, 2016. As reported by the Troubled Company Reporter on Oct. 12, 2016, the Debtors filed a reorganization plan that says general unsecured creditors will all be paid the total amount of their claims, $4,935, plus simple interest at the federal funds rate on the Effective Date, from the date of the bankruptcy filing to the Effective Date, in a single lump sum payment on the Effective Date of the Plan. The general unsecured creditors (Class C) are not impaired. About the Debtors Alemayehu Maru is 52 years old, and has been a resident of Maryland since 1989. He graduated from the Howard University School of Pharmacy with a Doctor of Pharmacy degree. He has been a registered pharmacist for the last 19 years, and currently works as a staff pharmacist at the Safeway pharmacy in Clinton. Yante M Kebreab is 45 years old, and has been a resident of Maryland since 1991. She graduated from Columbia Union College in 1996 with a Bachelor of Science in Nursing. Ms. Kebreab holds a professional license in nursing from the District of Columbia. She has been a registered nurse for the last 20 years, and has worked at Sibley Memorial Hospital since 2001, with an emphasis on obstetrical and fetal-maternal medicine. Mr. Maru and Ms. Kebreab have been married for 19 years and have a 14 year-old daughter. Alemayehu G. Maru and Yanet M. Kebreab filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No. 15-24165) on Oct. 13, 2015. An unsecured creditors' committee has not been appointed in this case. No trustee or examiner has been appointed. Chung & Press, LLC was appointed to represent the Debtors/Debtors-in-Possession as counsel in the case. ALLIED INJURY: Hires Fredman Lieberman as Bankruptcy Counsel ------------------------------------------------------------ Allied Injury Management, Inc., seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Pearl LLP as general bankruptcy and reorganization counsel to the Debtor. Allied Injury requires Fredman to represent the Debtor in the the case of San Bernardino County Superior Court matter of Cambridge Medical Funding Group II, LLC v. One Stop-Multi-Specialty Medical Group, Inc; Allied Injury Management, Inc., CIVDS100743. Fredman will be paid at these hourly rates: Howard S. Fredman $485 Marc A. Lieberman $515 Mark J. Pearl $485 Gregg Yaris $475 Alan W. Forsley $435 Rosette Nahman $340 Paralegal $195 Fredman will be paid a retainer in the amount of $25,000. Fredman will also be reimbursed for reasonable out-of-pocket expenses incurred. Marc A. Lieberman, member of Fredman Lieberman Pearl 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. Fredman can be reached at: Marc A. Lieberman, Esq. FREDMAN LIEBERMAN PEARL LLP 1875 Century Park East, Suite 2230 Los Angeles, CA 90067 Tel: (310) 284-7350 Fax: (310) 432-5999 About Allied Injury Headquartered in San Bernardino, California, Allied Injury Management, Inc., filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 16-14273) on May 11, 2016, estimating assets between $10 million and $50 million and debt between $1 million and $10 million. The petition was signed by John R. Larson, M.D., president. Judge Mark D. Houle presides over the case. Alan W Forsley, Esq., and Marc Liberman, Esq., at Fredman Lieberman Pearl LLP, serve as the Debtor's bankruptcy counsel. ALPHA MEDIA: Moody's Affirms B2 Corporate Family Rating ------------------------------------------------------- Moody's Investors Service changed Alpha Media LLC's (Alpha Media) rating outlook to negative from stable and affirmed the existing B2 corporate family rating (CFR) and the B1 rating on the first lien credit facility. The company's $65 million second lien note and $55 million holdco note are not rated by Moody's. The change in the outlook to negative from stable reflects weaker than expected operating performance which has led leverage to increase to 6.3x as of Q2 2016 (including Moody's standard lease adjustment and the company's holdco debt). Free cash flow levels are also lower than initially anticipated which limits the company's ability to reduce debt going forward. Moody's projects EBITDA levels to gradually stabilize and for debt to decline from current levels due to the 5% annual amortization payment on the first lien term loan as well as additional debt repayment in 2017. However, it will be a challenge to reduce leverage to a level consistent with a B2 CFR and the company is poorly positioned to face a future decline in the economy or an increase in secular pressure in the radio industry. The following is a summary of Moody's ratings actions: Issuer: Alpha Media LLC -- Corporate Family Rating, affirmed B2 -- Probability of Default Rating, affirmed B2-PD -- $20 million 1st lien sr secured revolver; affirmed B1, LGD3 -- $265 million 1st lien sr secured term loan, affirmed B1, LGD3 -- Outlook changed to Negative from Stable -- Speculative Grade Liquidity Rating, withdrawn at SGL-2 RATINGS RATIONALE Alpha Media's B2 CFR reflects the company's very high pro forma leverage of 6.3x as of June 30, 2016 (including Moody's standard adjustments and holdco debt) and the weak performance since the transaction was launched to fund the acquisition of Digity LLC. Ratings also incorporate the secular pressures facing the industry, the cyclical nature of radio advertising demand, and the company's ownership by financial sponsors. High leverage increases the challenge of managing a business that is vulnerable to advertising spending cycles with heightened competition for advertising dollars from advertising alternatives and additional competition from digital music services. Alpha operates a diverse portfolio of stations including good positions in the majority of its ranked markets with a significant portion of revenue generated by stations in small to medium sized markets. Efforts to delever the balance sheet will be challenged by the need to offset the accretion of its $55 million holdco PIK notes. The aggressive acquisition strategy of the company since 2014 increases integration risk; however, acquisition activity is expected to be reduced in the near term given the recent underperformance and very high leverage level. The negative outlook reflects Moody's view that it will be challenging for the company to reduce leverage to a level consistent with a B2 CFR. Revenue growth is expected to be generally flat to slightly negative on a same-station basis which is in line with our projections for the radio industry. Moody's said, “We anticipate debt levels will decline due to the above average amortization levels as well as additional debt repayment from asset sales, but not to a level consistent with a B2 CFR without an improvement in EBITDA levels.” Liquidity is expected to be adequate with access to a $20 million revolver facility due February 2021 that had $6 million drawn and $1 million of cash on the balance sheet as of Q2 2016. The revolver is anticipated to have been paid down from free cash flow following Q2 2016. Free cash flow-to-debt is expected to be in the low-single digit percent range (excluding PIK interest expense on the holdco note) over the next 12 months. The company is required to make a 1.25% quarterly amortization payment on its $265 million term loan B. Capex is expected to be under $10 million with minimal tax payments. There are no near term maturities until 2021 when the revolver expires. Alpha is subject to a net total leverage maintenance covenant for the 1st lien credit facilities that is currently set at 5.9x, but the covenant ratio steps down each quarter until it reaches 3.5x in December 2020. While we don't expect a near term covenant violation, the company will need to grow EBITDA or reduce debt in order to avoid a covenant violation over time. Debt ratings could be downgraded if debt to EBITDA (as calculated by Moody's) is not expected to decline below 5.5x over the next year and a half. A weakened liquidity position or a limited cushion of compliance with its financial covenants would also lead to a downgrade. A stabilization of the outlook would occur if the company was expected to operate under 5.5x (as calculated by Moody's) as well as with a free cash flow to debt ratio in the mid single digits. Liquidity would also need to be good with a sufficient cushion of compliance with its financial covenants factoring in the step down in covenant levels in the credit agreement. The principal methodology used in these ratings was Global Broadcast and Advertising Related Industries published in May 2012. Pro forma for the Digity acquisition, Alpha Media LLC (Alpha) owns and operates 251 radio stations in 51 markets, more than 250 related websites, and three live performance lounges. Headquartered in Portland, OR, the company represents an acquisition roll up of stations from operators including Triad Broadcasting, Border Media, Main Line Broadcasting, Morris Radio, and Digity. The company is privately held and the largest shareholders include Stephens Capital Partners, Endeavour Capital, and management. AMC ENTERTAINMENT: Fitch Rates $500MM Incremental Loan B 'BB+/RR1' ------------------------------------------------------------------ Fitch Ratings has assigned a 'BB+/RR1' to AMC Entertainment Holdings, Inc.'s (AMC) $500 million incremental senior secured term loan B due 2023. Fitch has also assigned a 'B-/RR6' to AMC's $535 million USD-denominated senior subordinated private placements notes due 2026 and $300 million Sterling-denominated senior subordinated private placement notes due 2024. The notes will be general unsecured senior subordinated obligations of AMC Entertainment Holdings, Inc. Fitch maintains the Rating Watch Negative on the 'B+' Issuer Default Rating (IDR) assigned to AMC. A full list of rating actions follows at the end of this release. Proceeds from the issuances, together with borrowings under the new term loans and cash on hand, as well as additional liquidity sources are to be used to fund the previously announced acquisitions of Carmike Cinemas and Odeon and UCI Cinemas Limited. Fitch calculates unadjusted leverage pro forma for the acquisitions in the range of 5.0x to 5.4x as of June 30, 2016 depending on how AMC chooses to fund the unfunded portion of the Carmike acquisition. Fitch expects unadjusted leverage to be maintained at or below 4.5x in the 12-18 months following the acquisition to maintain the 'B+' rating. AMC's target net leverage of 4.0x signals a more aggressive financial policy that may be outside Fitch's threshold for a 'B+' rating. Fitch believes both acquisitions are consistent with the company's strategy to add domestic theatre assets complementary to its portfolio and establish a global footprint. Although AMC will be able to leverage its premium amenities and re-seating initiatives, it remains to be seen whether this strategy will resonate well in overseas markets. The Rating Watch Negative reflects uncertainty surrounding the ultimate resolution of the pending Carmike acquisition and the execution risks surrounding the acquisition of Odeon and UCI Cinemas Limited entering the European markets. Resolution of the Rating Watch will be predicated on Fitch's review of the strategic benefits of the acquisition balanced against the execution risks related to company's ability to successfully leverage its domestic strategy in the new European markets. In addition, Fitch will assess AMC's financial policy as well as the company's ability and commitment to reduce leverage following the close of the acquisitions. KEY RATING DRIVERS AMC has demonstrated traction in key strategic initiatives, as can be seen in its improving admission revenue per attendee, concession revenue per attendee, and concession gross profit per attendee. Fitch calculates June 30, 2016 LTM EBITDA margins of 16.4% (excludes National Cinemedia distribution), an improvement from 13.6% at Sept. 27, 2012. Fitch recognizes that AMC's continued expansion into premium food offerings will pressure high concession margins; however, growth in the top line should grow absolute gross profit dollars in this segment. AMC Entertainment Holdings Inc. instituted a quarterly dividend of $19.6 million ($78 million for the full year), with the first dividend paid in second quarter 2014 (2Q14). For the LTM period, AMCH paid $78.8 million in dividends. In conjunction with a history of elevated capital expenditures, the dividend will pressure FCF. Fitch has modeled capital expenditure spending of approximately $255 million to $275 million (net of landlord contributions) in 2016. Fitch said, “As a result, we expect FCF will range from zero to positive $50 million over the next year. LTM FCF at June 30, 2016 was $0.2 million.” Fitch believes that AMC has sufficient liquidity to fund capital initiatives, make small theater-circuit acquisitions, and cover its term loan amortization. Liquidity is supported by cash balances of $93 million and availability of $137 million on its secured revolver as of June 30, 2016. AMC's ratings reflect Fitch's belief that movie exhibition will continue to be a key promotion window for the movie studios' biggest/most profitable releases. According to Box Office Mojo, 2015's box office delivered positive growth of 7.4% and record-setting box office revenues of $11.1 billion. Industry fundamentals benefited from a strong slate, which recorded attendance growth of 4.1% and a 3.2% increase in average ticket price. As 2015 was a record year, it will pose a tough comparison in 2016. Similar to past years, the 2016 film slate features many high-profile tentpole films that have a strong likelihood of box office success, some of which have already proven to be domestic and international successes including 'Deadpool,' 'Captain America: Civil War', 'Zootopia', 'Finding Dory,' and 'Suicide Squad.' 'Fantastic Beasts and Where to Find Them,' and 'Rogue One: A Star Wars Story' headline a strong film slate for the remainder of 2016. Fitch believes the film slate will support flat- to low-single-digit industrywide box office revenue growth. Fitch believes the investments made by AMC and its peers to improve the patron's experience are prudent. While capital expenditure may be elevated in the near term and high concession margins may be pressured over the long term, exhibitors should benefit from delivering an improved value proposition to their patrons and that the premium food services/offerings will grow absolute levels of revenue and EBITDA. In addition, AMC and its peers rely on the quality, quantity, and timing of movie product, all factors out of management's control. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for AMC Entertainment include: -- Flat- to low-single-digit admissions revenue growth; low- single-digit growth in average ticket price; -- EBITDA margin expansion; -- Capital expenditures remain elevated in the near term as AMC continues to invest in recliner re-seats and enhanced food and beverage offerings. Fitch expects capex of $255 million- $270 million (net of landlord contributions) during 2016; -- Pro forma unadjusted gross leverage above 4.5x during 2017. RATING SENSITIVITIES Positive Trigger: Fitch weighs the prospective challenges facing AMC and its industry peers heavily when considering the long-term credit rating. Significant improvements in the operating environment (sustainable increases in attendance from continued success of operating initiatives) driving FCF/adjusted debt above 2% and adjusted leverage below 4.5x on a sustainable basis could have a positive effect on the rating. In strong box office years, metrics should be strong enough to provide a cushion for weaker box office years. Negative Trigger: Negative rating actions are more likely to coincide with the company's inability to reduce adjusted leverage below 6.0x (4.5x on an unadjusted basis) in the 12-18 months following the acquisitions of Carmike Cinemas and Odeon & UCI, or the adoption of a more aggressive financial policy, and/or rent-adjusted interest coverage declines below 1.5x-1.75x. In addition, meaningful, operational deterioration that may include sustained declines in attendance and/or per-guest concession spending or other change in capital allocation that delays the company's planned leverage reduction may also pressure the ratings. LIQUIDITY AMC's liquidity is supported by $93 million of cash on hand (as of June 2016) and $137 million availability on its revolving credit facility, which is sufficient to cover minimal amortization payments on its term loan. FULL LIST OF RATING ACTIONS Fitch has maintained the Rating Watch Negative on the following ratings: AMC Entertainment Holdings, Inc. -- Long-Term IDR 'B+'; -- Senior secured credit facilities 'BB+/RR1'; -- Senior subordinated notes 'B-/RR6'. Fitch has assigned the following ratings, with a Negative Rating Watch: AMC Entertainment Holdings, Inc. -- Senior Secured Term Loan B at 'BB+/RR1'; -- Senior subordinated notes at 'B-/RR6'. ASP CHROMAFLO: Moody's Assigns B3 Corporate Family Rating --------------------------------------------------------- Moody's Investors Service assigned a B3 corporate family rating and B3-PD probability of default rating to ASP Chromaflo Holdings II LP. Moody's also assigned a B2 rating to the company's first lien secured credit facilities and a Caa2 rating to the second lien term loan. The proceeds of the debt issuance together with an equity contribution will be used to fund the acquisition of Chromaflo by American Securities LLC from Arsenal Capital Partners. Upon completion of the transaction and repayment of previously issued debt, Moody's will withdraw ratings on Chromaflo Acquisition Company LP and Chromaflo Technologies Corp. Assignments: Issuer: ASP Chromaflo Holdings II, LP -- Corporate Family Rating, assigned B3 -- Probability of Default Rating, assigned B3-PD -- The outlook is stable Issuer: ASP Chromaflo Intermediate Holdings, Inc. -- $50 million Senior Secured Revolving Credit Facility, assigned B2 (LGD3) -- $150 million Senior Secured First Lien Term Loan, assigned B2 (LGD3) -- $135 million Senior Secured Second Lien Term Loan, assigned Caa2 (LGD5) Issuer: ASP Chromaflo Dutch I B.V. -- $195 million Senior Secured First Lien Term Loan, assigned B2 (LGD3) Issuer: Chromaflo Acquisition Company LP -- Corporate Family Rating, B3 to be withdrawn at close of transaction -- Probability of Default Rating, B3-PD to be withdrawn at close of transaction Issuer: Chromaflo Technologies Corp. -- All Senior Secured Bank Credit Facilities to be withdrawn at close of transaction RATINGS RATIONALE The B3 corporate family rating reflects the company's high financial leverage and limited scale and product diversity in a competitive colorants industry. Chromaflo's debt exceeds it revenues by almost 1.5 times and its leverage (debt/EBITDA as adjusted by Moody's) is high at 6.3 times in the twelve months ended June 30, 2016, pro forma for the acquisition of the company by America Securities. The rating is based on the assumption that Chromaflo will grow earnings and free cash flow and will bring the leverage below 6 times in 2017. The company generates about 60% of sales and earnings from the architectural coatings market. Moody's expects the company to continue to pursue acquisitions to supplement its organic growth. This strategy entails ongoing event risk as well as financial and integration risks. The rating is supported by Chromaflo's diverse customer base, geographic reach and solid EBITDA margins driven by the specialty nature of its product offerings. The rating is also supported by expectations of solid free cash flow generation because of the asset-light nature of its business. The stable outlook reflects our expectation that the company will increase volumes and earnings due to customer wins and increased penetration into industrial and thermoset markets in Europe and Asia. Moody's could upgrade Chromaflo if the company maintains solid operating performance, generates a sustained Moody's-adjusted retained cash flow/debt ratio of 8-10%, free cash flow to debt of 4-5% and demonstrates a track record of paying down debt such that Moody's-adjusted debt/EBITDA ratio falls solidly below 5.5x. Moody's could downgrade the ratings if Chromaflo's operating performance, liquidity profile and credit metrics deteriorate. Furthermore, Moody's would consider downgrading Chromaflo's ratings if (1) its debt/EBITDA ratio remains sustainably above 6.0x; or (2) if free cash flow turns negative. Chromaflo is projected to have good liquidity over the next 12-18 months. Pro forma for the acquisition by American Securities, the company had no cash on hand, but is expected to have full availability under its new $50 million revolving facility due in 2021. Interest expense is the highest use of cash, but given high EBITDA margins and low capex requirements, the company is projected to generate free cash flow in 2017. However, consistent with their growth strategy there is a $60 million accordion facility and excess cash flow may be used to fund subsequent acquisitions. The new revolver is expected to have a springing first lien leverage ratio if utilization is at 35% with a cushion of no less than 30%. In the past the company has used the revolver to fund acquisitions. There are no near term maturities and annual amortization of 1% per year or $3.45 million. The term loan includes an excess cash flow sweep. Effectively all of the assets are encumbered under the senior secured facilities, leaving few sources of alternative liquidity. The B2 rating on the $395 million first lien credit facilities is one notch above the corporate family rating reflecting their priority position in the capital structure. The first lien credit facilities include a $50 million revolver due in 2021, a $150 million term loan due in 2022 issued by ASP Chromaflo Intermediate Holdings, Inc. (US Borrower) and a $195 million term loan due in 2022 issued by ASP Chromaflo Dutch I B.V. (Dutch Borrower). The US term loan tranche is secured and guaranteed by the domestic subs and a 65% pledge in equity of foreign subs. The Dutch tranche is secured and guaranteed by foreign subs (Canada, Netherlands, Finland and Australia) and by the US borrower. Brazil, China, Indian and Mexican subsidiaries are outside of the restricted group. The guarantor group includes approximately 90% of the assets and essentially all of EBITDA. The first lien term loans do not have a collateral sharing agreement to ensure that they remain pari passu and share equally in the first lien collateral. These two first lien term loans rely on a less common ratable participation and assignment mechanism to ensure that investors can only own and sell proportional amounts of each term loan, which would equalize their recovery. Initial term loan lenders will have to sign a separate agreement committing to selling only proportional amounts of each loan. The agreement among lenders authorizes the administrative agent to void any assignment, participation or transfer of loans by initial lenders that is not done ratably, thus ensuring that all lenders have the same recovery rate in the event of bankruptcy. The credit agreement is expected to have similar conditions for subsequent lenders. Both the US and Dutch term loans will have one CUSIP and will trade as one tranche in the secondary market. Based on these assumptions, Moody's has rated both loans pari passu at B2. While the draft documents currently provide for the loans to trade together on a pro rata basis, in the even they were separated, we would need to assign separate ratings on the US term loan and the Dutch term loan, with the Dutch term loan ranked ahead of the US tranche due to better expected asset coverage and higher expected recovery. The ratings are subject to receipt and review of the final documentation. The Caa2 rating on the $135 million second lien term loan due in 2023 is two notches below the corporate family rating reflecting the subordinated lien on the collateral pledged to the US first lien term loan tranche. The borrower is ASP Chromaflo Intermediate Holdings, Inc. and the facility is guaranteed on a second priority senior secured basis by the same guarantors that guarantee the US first lien term loan tranche and is secured by the same collateral. ASP Chromaflo Holdings II, LP (Chromaflo) is a global supplier of liquid colorant systems for architectural and industrial coatings and thermoset plastics end markets. Headquartered in Ashtabula, Ohio, Chromaflo has nine production facilities in the US, Canada, Finland, the Netherlands, South Africa, Australia and China. Approximately 37% of the company's revenues are generated from sales in the Americas, 42% from Europe, and 21% from the Asia-Pacific region. The company generated revenue of $337 million and Moody's adjusted EBITDA of $77 million in the twelve months ended June 30, 2016. Chromaflo is a portfolio company of American Securities. The principal methodology used in these ratings was Global Chemical Industry Rating Methodology published in December 2013. BAKERCORP INTERNATIONAL: Moody's Affirms Caa1 Corp Family Rating ---------------------------------------------------------------- Moody's Investors Service affirmed BakerCorp International, Inc.'s Corporate Family Rating (CFR) at Caa1 and Probability of Default Rating (PDR) at Caa1-PD. Moody's also affirmed the ratings on the company's secured credit facilities at B2, and the rating on its senior notes at Caa3. The change to negative outlook reflects expectations for continued revenue and margin pressure as well as our expectation for leverage to remain high mostly as a result of the decline in demand from its core oil & gas clients. The company's Speculative Grade Liquidity Rating was downgraded to SGL-4 to reflect weak liquidity over the next 12 months. Moody's took the following rating actions on BakerCorp International, Inc.: Ratings affirmed: -- Corporate Family Rating, Caa1; -- Probability of Default Rating, Caa1-PD; -- Senior Secured Bank Credit Facility (Term Loan) due 2020, affirmed at B2 (LGD-2 from LGD-3); -- Senior Secured Bank Credit Facility (Revolver) due 2018, affirmed at B2 (LGD2 from LGD3) -- Senior Unsecured Regular Bond/Debenture due 2019, affirmed at Caa3 (LGD-5). Ratings downgraded: -- Speculative Grade Liquidity Rating, to SGL-4 from SGL-3. The rating outlook is changed to negative. RATINGS RATIONALE BakerCorp's Caa1 rating reflects weakened demand for the company's liquid and solid containment tanks, its high leverage, weak free cash flow metrics, and small scale. The weak demand has adversely pressured the company's credit metrics due mostly to its product concentration in temporary storage tanks. The downturn in oil and gas that became visible in the company's financials in 2015 is anticipated to continue into 2017. This downturn has constrained the company's ability to meaningfully improve its equipment utilization and expand margins. Our expectation is for continued weak capital spending by the oil & gas companies, which results in lower equipment utilization and overall weak performance at BakerCorp and thus limits deleveraging of its balance sheet. Moreover, the oversupply of tanks in the market will continue to pressure prices and margins. Unlike some other rental companies, the sale of used equipment hasn't been a primary source of funding. Nevertheless, the used equipment market has softened. "We believe the high cost to relocate tanks, and their commodity like nature, makes it difficult for companies to differentiate themselves in the market," Moody's said. BakerCorp does offer various specialty tanks, pumps, and filtration equipment with differentiation in mind. While the company has invested to diversify geographically by broadening its presence in certain European markets, the vast majority of its operations are in the U.S. and under pressure. The company's rating does benefit from its existing customer relationships and established position as a provider of liquid and solid containment solutions used in industrial and other applications. The SGL-4 liquidity rating reflects our view that BakerCorp has a weak liquidity profile. "We believe the company's internal sources of liquidity are sufficient in the near term, characterized by its $34 million cash on the balance sheet as of July, 2016 with no near term debt maturities. Still significant capital expenditure levels have constrained free cash flow generation, and we do not anticipate free cash flow in 2017 to allow for meaningful deleveraging. The borrowing capacity under the undrawn revolver is constrained by its springing covenants. The covenant cushion is modest, and we believe that a desire to avoid a covenant breach will limit access," Moody's said. The company is believed to have weak alternative liquidity because most assets are pledged in support of the senior secured credit facilities and the value and marketability of its tanks is currently depressed. The negative rating outlook reflects Moody's expectation for weak results in calendar 2017, although with an ongoing focus on expense reduction and capital conservation. The negative outlook also reflects our view that liquidity is weak due in part to constrained borrowing capacity on the revolver. Moody's said, "We anticipate weak to slightly negative free cash flow in 2017." The rating or outlook could be downgraded if debt to EBITDA does not improve and were expected to remain meaningfully above 7.0 times and if negative free cash flow were to result in a significant use of cash, or if EBITDA to interest expense were to decrease below 1.6 times and anticipated to remain weak. The ratings could also be adversely impacted if the company's equipment utilization does not improve, if growth capital expenditures remain at high levels relative to operating cash flow or if liquidity were to weaken. The rating or outlook could be upgraded if debt to EBITDA were anticipated to decrease below 6 times on a sustained basis while EBITDA to interest expense were above 2.0 times. The ability to achieve a higher rating is linked to the company being able to successfully execute on delivering and sustaining higher equipment utilization and pricing. BakerCorp International, Inc. (BakerCorp), headquartered in Plano, Texas, is a provider of liquid and solid containment solutions. The company maintains one of the largest and most diverse liquid and solid containment rental fleets in the industry with more than 25,000 units, including steel tanks, polyethylene tanks, modular tanks, roll-off boxes, pumps, pipes, hoses and fittings, filtration units, tank trailers, berms, and trench shoring equipment. The company serves over 15 industries. Although its US operations are by far its largest, it also serves a number of locations in Europe and Canada. The majority of its revenues come from the rental of equipment with the balance from services and equipment sales. The company is controlled by funds advised by Permira Advisors L.L.C. which acquired it in June 2011. Revenues for the LTM period ended July 31, 2016 were $274 million. The principal methodology used in these ratings was Equipment and Transportation Rental Industry published in December 2014. BEAR CREEK: Ch. 11 Trustee Hires A.L. Mitchell as Accountant ------------------------------------------------------------ Kelly M. Hagan, the Chapter 11 bankruptcy Trustee of Bear Creek Partners II, L.L.C., et al., seeks authority from the U.S. Bankruptcy Court for the Western District of Michigan to employ A.L. Mitchell & Associates as accountant to the Trustee. The Trustee requires A.L. Mitchell to: A. Accounting services -- prepare W-2; -- prepare federal and state income tax returns; -- provide advice concerning tax and financial related matters. B. Bookkeeping services -- gather and organize the debtor's financial information in order to prepare monthly operating reports -- review and determine the Debtors' tax liability of the estate; -- prepare the required tax returns. A.L. Mitchell will be paid at these hourly rates: Andrew L. Mitchell $175 Staff/Paraprofessionals $95 A.L. Mitchell will also be reimbursed for reasonable out-of-pocket expenses incurred. Andrew L. Mitchell, member of A.L. Mitchell & 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, has no connection with the Debtors, creditors, or any other party in interest, their respective attorneys or accountants, the U.S. Trustee, or any person employed in the office of the U.S. Trustee. A.L. Mitchell can be reached at: Andrew L. Mitchell A.L. MITCHELL & ASSOCIATES 641 East Eight Street Traverse City, MI 49686 Tel: (231) 947-1492 About Bear Creek Partners II, LLC. Bear Creek Partners II, L.L.C. and Bear Creek Retail Partners II LLC filed chapter 11 petitions (Bankr. W.D. Mich. Case Nos. 16-02553 and 16-02554) on May 6, 2016. The Debtors are represented by Jay L. Welford, Esq., at Jaffe, Raitt, Heuer & Weiss, PC and Robert R. Wardrop, Esq., at Wardrop & Wardrop PC. Each Debtor estimated assets and liabilities at $10 million to $50 million at the time of the filing. Lawyers at Wardrop & Wardrop, P.C., represent the creditors' committee Kelly M. Hagan has been named as the Chapter 11 bankruptcy trustee for the Debtors' estates. BEAR CREEK: Ch. 11 Trustee Hires Beadle Smith as Counsel -------------------------------------------------------- Kelly M. Hagan, the Chapter 11 bankruptcy Trustee of Bear Creek Partners II, L.L.C., et al., seeks authority from the U.S. Bankruptcy Court for the Western District of Michigan to employ Beadle Smith, PLC as counsel to the Trustee. The Trustee requires Beadle Smith to: a. take legal action necessary to assist the Trustee in administering the jointly administered Chapter 11 proceeding; b. analyze, prosecute and recover any preferential or fraudulent transfers, real or personal property, or any other assets which are property of the estate pursuant to the Bankruptcy Code; c. prepare all applications, motions, orders, reports and appear at hearings as the Trustee deems necessary to effectuate the sale of assets or collection of assets and advise the Trustee on matters relating to the administration of the estate. Beadle Smith will be paid at these hourly rates: Thomas Beadle $27 Kevin M. Smith $275 Paralegal $90 Beadle Smith will also be reimbursed for reasonable out-of-pocket expenses incurred. Kevin M. Smith, member of Beadle Smith, PLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates, has no connection with the Debtors, creditors, or any other party in interest, their respective attorneys or accountants, the U.S. Trustee, or any person employed in the office of the U.S. Trustee. Beadle Smith can be reached at: Kevin M. Smith, Esq. BEADLE SMITH, PLC 445 South Livernois, Suite 305 Rochester Hills, MI 48307 Tel: (248) 650-6094 Fax: (248) 650-6095 E-mail: ksmith@bbssplc.com About Bear Creek Partners II, LLC. Bear Creek Partners II, L.L.C. and Bear Creek Retail Partners II LLC filed chapter 11 petitions (Bankr. W.D. Mich. Case Nos. 16-02553 and 16-02554) on May 6, 2016. The Debtors are represented by Jay L. Welford, Esq., at Jaffe, Raitt, Heuer & Weiss, PC and Robert R. Wardrop, Esq., at Wardrop & Wardrop PC. Each Debtor estimated assets and liabilities at $10 million to $50 million at the time of the filing. Lawyers at Wardrop & Wardrop, P.C., represent the creditors' committee. Kelly M. Hagan has been named as the Chapter 11 bankruptcy trustee for the Debtors' estates. BIOCORRX INC: Sells $220,000 Convertible Promissory Notes --------------------------------------------------------- BioCorRx Inc. sold to each of Lucas Hoppel and Vista Capital Investments, LLC an 8% Convertible Promissory Note in the principal amount of $110,000 for a total of $220,000 in principal. The Notes were issued pursuant to the terms and conditions set forth in each Securities Purchase Agreement between the Company and each Investor. Although the Transaction Documents are dated as of Oct. 20, 2016, the Note Transactions, including the receipt of the $200,000 of total consideration, closed on Oct. 21, 2016. In addition to the Note Transactions, by Oct. 28, 2016, the Company will issue 400,000 shares of the Company's restricted common stock to each Investor for a total of 800,000 shares. The Inducement Shares will be increased by 150,000 shares for each Investor if the closing price of the Company's common stock falls below $0.025 prior to the Company paying back the Notes or the complete conversion of the Notes into shares of the Company's common stock. The Notes mature on April 21, 2017. The Maturity Date is extendable at the option of each Investor as long as no event of default has occurred. Under the terms of the Notes, each Investors may, on or after the Maturity Date, convert the unpaid principal of their Note into shares of the Company's common stock. The conversion price is 60% of the lowest trade that occurs during the 25 trading days immediately preceding the conversion date. The Investors have agreed to restrict their ability to convert the Notes and receive shares of common stock such that the number of shares of common stock held by each Investor and its affiliates in the aggregate after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. If the Company's market capitalization falls below $2.5 million, the Ownership Limitation increases to 9.99%. For the sake of clarity, there is a separate Ownership Limitation for each Investor. The Company can prepay the Notes. To the extent the Company enters into future financing with more favorable terms (with the exception of any financings involving BICX Holding Company as announced in the Company’s current report on Form 8-K on June 21, 2016), the Investors have the right to participate. The Notes are long-term debt obligations that are material to the Company. The Notes contains certain events of default and, in the event of default, the Investors may, at their option, consider the Notes immediately due and payable. About Biocorrx Inc. Through its wholly owned subsidiary, BioCorRx Inc. distributes and licenses the BioCorRxO Recovery Program for alcoholism and opioid addiction treatment headquartered in Santa Ana, California. The Company was established in January 2010 and are currently operating in Santa Ana, California. The Company developed the BioCorRxO Recovery Program for the treatment of alcoholism and opioid addiction consisting of a Naltrexone implant that is placed under the skin in the lower abdomen coupled with a counseling/life coaching program including sessions (16 sessions on average but not limited to) from specialized life coaches and/or counselors. BiocorRx reported a net loss of $4.66 million in 2015 following a net loss of $3.12 million in 2014. As of June 30, 2016, BiocorRx had $1.58 million in total assets, $6.10 million in total liabilities and a total stockholders' deficit of $4.51 million. Liggett & Webb, P.A., New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations and has a net working capital deficiency that raises substantial doubt about its ability to continue as a going concern. BIOSTAGE INC: First Pecos, Banco Panamericano Offer Financing ------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, First Pecos LLC, Banco Panamericano, Inc., Leslie Jabine, and Chip Greenblatt disclosed that they may be deemed to beneficially own, in the aggregate, 1,077,018 shares of Common Stock, representing approximately 6.30% of Biostage, Inc. common stock outstanding. Pecos holds 547,000 shares of Common Stock or 3.20% of the outstanding Common Stock. Banco holds 490,018 shares of Common Stock or 2.86% of the outstanding Common Stock. Mr. Greenblatt is the sole manager of Pecos and the sole director of Banco. Ms. Jabine holds 40,000 shares of Common Stock or 0.23% of the outstanding Common Stock. For purposes of calculating the percentages of Common Stock owned, the Reporting Persons have assumed that there were 17,108,968 shares of Common Stock outstanding as of Aug. 10, 2016 (as reported in the Issuer's Form 10-Q as filed with the Securities and Exchange Commission on Aug. 11, 2016). "The Reporting Persons acquired the securities reported herein solely for investment purposes and not with a view of distribution under the Securities Act. On October 20, 2016, Mr. Greenblatt had a discussion with a representative of the Issuer regarding the possibility of one or more of the Reporting Persons or their affiliates providing financing to the Issuer. The form and terms of any such financing were not discussed in detail and no agreements were reached. The Reporting Persons do not know whether any agreement regarding potential financing will be reached or whether any financing will be provided by the Reporting Persons or their affiliates. Except as set forth herein, the Reporting Persons do not have, as of the date of this Schedule 13D, any other plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right to dispose of all or a portion of their holdings of securities of the Issuer or to change their intention with respect to any or all of the matters referred to in this Item 4. "The Reporting Persons expect to independently evaluate on an ongoing basis the Issuer's financial condition and prospects and their interest in, and intentions with respect to, the Issuer and their investment in the securities of the Issuer, which review may be based on various factors, including whether various strategic transactions have occurred or may occur, the Issuer's business and financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's securities in particular, as well as other developments and other investment opportunities. Each of the Reporting Persons reserves the right to change its intentions and develop plans or proposals at any time, as it deems appropriate. Each of the Reporting Persons may at any time and from time to time, in the open market, in privately negotiated transactions or otherwise, acquire additional securities of the Issuer, including Common Stock, dispose of all or a portion of the securities of the Issuer, including the Common Stock, that the Reporting Persons now own or may hereafter acquire, and/or enter into derivative transactions with institutional counterparties with respect to the Issuer's securities. In addition, the Reporting Persons may engage in discussions with management, members of the board of directors of the Issuer, shareholders of the Issuer and other relevant parties concerning the operations, management, composition of the Issuer's board of directors and management, ownership, capital structure, balance sheet management, strategy and future plans of the Issuer, including the possibility of proposing one of more acquisitions, business combinations, mergers, asset sales, asset purchases or other similar transactions involving the Issuer and other third parties." First Pecos et al. may be reached through: Chip Greenblatt 330 South Wells St. # 711 Chicago, IL 60606 They are represented by: Jeffrey A. Schumacher Reed Smith LLP 10 South Wacker Dr. Chicago, IL 60606 A full-text copy of the regulatory filing is available at: https://is.gd/txNL6g About Biostage Biostage, Inc., formerly Harvard Apparatus Regenerative Technology, Inc., is a biotechnology company engaged in developing bioengineered organ implants based on its Cellframe technology. As of June 30, 2016, Biostage had $9.41 million in total assets, $1.94 million in total liabilities and $7.47 million in total stockholders' equity. Harvard Apparatus reported a net loss of $11.7 million for the year ended Dec. 31, 2015, compared to a net loss of $11.06 million for the year ended Dec. 31, 2014. KPMG LLP, in Boston, Massachusetts, 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 will require additional financing to fund future operations which raise substantial doubt about its ability to continue as a going concern. BLUE LIGHT: Case Summary & 6 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Blue Light Capital Corp 93 Fairlane Road Laguna Niguel, CA 92677 Case No.: 16-14461 Chapter 11 Petition Date: October 28, 2016 Court: United States Bankruptcy Court Central District of California (Santa Ana) Judge: Hon. Mark S Wallace Debtor's Counsel: Alan M Lurya, Esq. LAW OFFICES OF ALAN M LURYA 18662 MacArthur Blvd #200 Irvine, CA 92612 Tel: 949-440-3230 Fax: 949-440-3231 Email: alanlurya@yahoo.com Total Assets: $8.32 million Total Liabilities: $1.61 million The petition was signed by Kris Wismer, president. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb16-14461.pdf BLUENRGY GROUP: HLB Mann Judd Raises Going Concern Doubt -------------------------------------------------------- BlueNRGY Group Limited filed its annual report on Form 20-F, disclosing a net loss of $9.27 million on $32.08 million of revenues for the fiscal year ended June 30, 2016, compared with a net income of $5.70 million on $16.87 million of revenues for the year ended June 30, 2015. HLB Mann Judd, in Sydney, Australia, states that the ability of the Group to continue as a going concern and meet its debts and commitments as and when they fall due requires that the Group continues to receive support from existing lenders, raises additional funds, and monetizes long-term assets to fund the business. These uncertainties raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at June 30, 2016, showed $33.68 million in total assets, $20.78 million in total liabilities, and stockholders' equity of $12.90 million. A complete text of the Form 20-F is available for free at: https://is.gd/h4fcKk BlueNRGY Group Limited is a Sydney, Australia-based corporation operating in the global renewable energy and energy-efficiency sectors. The Company is focused on the downstream implementation, collection and analysis of performance data, operation and maintenance of renewable power generation systems and the delivery of energy-efficient products and services. BUFFETS LLC: Files Supplemental Application for Padgett Stratemann ------------------------------------------------------------------ Buffets, LLC and its debtor-affiliates filed a supplemental application to the U.S. Bankruptcy Court for the Western District of Texas to employ Padgett Stratemann to provide claims reconciliation services to the Debtors. The Debtors seek entry of an Order authorizing them to supplement the scope and terms of Padgett Stratemann's employment to include additional services. The Debtors wish to utilize Padgett Stratemann's services in reconciling the Proofs of Claim with Debtors' accounting records (the "Supplemental Services"). The Supplemental Services were not contemplated in the Original Agreement, so Debtors seek Court authorization to retain Padgett Stratemann for the Supplemental Services. Padgett Stratemann will be paid at these hourly rates: Partner $415 Manager $275 Senior $170 Staff $150 Padgett Stratemann will also be reimbursed for reasonable out-of-pocket expenses incurred. J. Leo Munoz, senior manager at Padgett Stratemann, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Padgett Stratema can be reached through: J. Leo Munoz 100 NE Loop 410, Suite 1100 San Antonio, Texas, 78216 Tel: (210) 253-4630 E-mail: leo.munoz@padgett-cpa.com About Buffets LLC Buffets LLC, et al., are one of the largest operators of buffet-style restaurants in the U.S. The buffet restaurants, located in 25 states, principally operate under the names Old Country Buffet(R), Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire Mountain(R). These locations primarily offer self-service buffets with entrees, sides, and desserts for an all-inclusive price. In addition, Buffets owns and operates an 10-unit full service, casual dining chain under the name Tahoe Joe's Famous Steakhouse(R). Buffets Holdings, Inc., filed for Chapter 11 relief in January 2008 and won confirmation of a reorganization plan in April 2009. In January 2012, Buffets again sought Chapter 11 protection and emerged from bankruptcy in July 2012. In Aug. 19, 2015, Alamo Ovation, LLC acquired Buffets Restaurants Holdings, Inc., and as a result of the merger, Buffets operated over 300 restaurants in 35 states. Down to 150 restaurants in 25 states after closing unprofitable locations, Buffets LLC and its affiliated entities sought Chapter 11 protection (Bankr. W.D. Tex. Case No. Lead Case No. 16-50557) in San Antonio, Texas, on March 7, 2016. The cases are assigned to Judge Ronald B. King. The Debtors have tapped Akerman, LLP as counsel, Bridgepoint Consulting, LLC as financial advisor and Donlin, Recano & Company as claims and noticing agent. BURCON NUTRASCIENCE: Dr. Chan Reports 22.4% Stake as of Oct. 24 --------------------------------------------------------------- Charles Chan Kwok Keung disclosed in an amended Schedule 13D filed with the Securities and Exchange Commission that as of Oct. 24, 2016, he beneficially owns 8,175,003 common shares, without par value, of Burcon NutraScience Corporation, which represents 22.4 percent of the shares outstanding. Dr. Chan is the: (i) Chairman of ITC Corporation Limited, and (ii) Chairman and a non-executive director of Television Broadcasts Limited. Dr. Chan is the sole director of Galaxyway Investments Limited and Chinaview International Limited. A full-text copy of the regulatory filing is available at: https://is.gd/pTK95G About Burcon NutraScience Headquartered in Vancouver, Canada, Burcon NutraScience Corporation has developed a portfolio of composition, application, and process patents originating from its core protein extraction and purification technology. The Company's patented processes utilize inexpensive oilseed meals and other plant-based sources for the production of purified plant proteins that exhibit certain nutritional, functional and nutraceutical profiles. Burcon NutraScience reported a net loss of C$6.56 million on C$106,390 of revenue for the year ended March 31, 2016, compared to a net loss of C$6.57 million on C$105,387 of revenue for the year ended March 31, 2015. As of June 30,2016, Burcon had C$5.12 million in total assets, C$2.45 million in total liabilities and C$2.67 million in shareholders' equity. In its Annual Report on Form 20-F for the fiscal year ended March 31, 2016, the Company said that as at March 31, 2016, it had minimal revenues from its technology, had an accumulated deficit of $77,550,164 (2015 - $70,980,388). During the year ended March 31, 2016, the Company incurred a loss of $6,569,776 (2015 - $6,579,424; 2014 - $5,961,545) and had negative cash flow from operations of $4,883,575 (2015 - $4,819,743; 2014 - $4,952,221). The Company has relied on equity financings, private placements, rights offerings and other equity transactions to provide the financing necessary to undertake its research and development activities. As at March 31, 2016, the Company had cash and cash equivalents of $2,479,862 (2015 - $2,400,965) and short-term investments of $nil (2015 - $1,266,600). These conditions indicate existence of a material uncertainty that casts substantial doubt about the ability of the Company to meet its obligations as they become due and, accordingly, its ability to continue as a going concern. The Company said its ability to continue as a going concern is dependent upon the Company raising additional capital. On May 12, 2016, the Company completed a convertible note financing for $2,000,000, with net proceeds of approximately $1,934,000. Although the Company expects to receive royalty revenues from its license and production agreement (Soy Agreement) with Archer Daniels Midland Company from the sales of CLARISOY(TM), the amount of royalty revenues cannot be ascertained at this time. Burcon expects the amount of royalty revenues from the sales of CLARISOY(TM) will not reach its full potential until such time production is expanded to one or more full-scale commercial facilities. C SWANK ENTERPRISES: Hires Calaiaro Valencik as Counsel ------------------------------------------------------- C Swank Enterprises, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Calaiaro Valencik as counsel to the Debtor. C Swank Enterprises requires Calaiaro Valencik to: a. prepare of the bankruptcy petition and attendance at the first meeting of creditors; b. represent the Debtor in relation to acceptance or rejection of executory contracts; c. advise the Debtor with regard to its rights and obligations during the Chapter 11 reorganization; d. advise the Debtor regarding possible preference actions; e. represent the Debtor in relation to any motions to convert or dismiss the Chapter 11 case; f. represent the Debtor in relation to any motions for relief from stay filed by creditors; g. prepare the Plan of Reorganization and Disclosure Statement; h. prepare of any objection to claims in the Chapter 11; and i. represent the Debtor in general. Calaiaro Valencik will be paid at these hourly rates: Donald R. Calaiaro $350 David Z. Valencik $300 Staff Attorney $250 Paralegal $100 Calaiaro Valencik will be paid a retainer in the amount of $10,000, plus filing fee of $1,717. Calaiaro Valencik will also be reimbursed for reasonable out-of-pocket expenses incurred. Donald R. Calaiaro, Esq., member of Calaiaro Valencik, 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. Calaiaro Valencik can be reached at: Donald R. Calaiaro, Esq. CALAIARO VALENCIK 428 Forbes Avenue, Suite 900 Pittsburgh, PA 15219-1621 Tel: (412) 232-0930 E-mail: dcalaiaro@c-vlaw.com About C Swank Enterprises Headquartered in Apollo, Pennsylvania, C Swank Enterprises, LLC, filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 16-23451) on Sept. 15, 2016, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by Carol A. Swank, managing member. Judge Carlota M. Bohm presides over the case. Donald R. Calaiaro, Esq., at Calaiaro Valencik serves as the Debtor's bankruptcy counsel. The Debtor has no unsecured creditor, according to its Chapter 11 petition. CADIZ INC: Mulls Sale of $40 Million of Securities -------------------------------------------------- Cadiz Inc. filed a Form S-3 registration statement with the Securities and Exchange Commission relating to the offer and sale, in one or more offerings, of up to $40,000,000 in any combination of debt securities, common stock, preferred stock, warrants, subscription rights and units. The Company will provide more specific terms of these securities in one or more supplements to this prospectus. The Company's common stock is listed on the Nasdaq Global Market under the symbol "CDZI". On Oct. 28, 2016, the closing price of the Company's common stock as reported by the Nasdaq Global Market was $7.40 per share. A full-text copy of the Form S-3 prospectus is available at: https://is.gd/ddJreZ About Cadiz Cadiz Inc. is a land and water resource development company with 45,000 acres of land in three areas of eastern San Bernardino County, California. Virtually all of this land is underlain by high-quality, naturally recharging groundwater resources, and is situated in proximity to the Colorado River and the Colorado River Aqueduct, a major source of imported water for Southern California. The Company's properties are suitable for various uses, including large-scale agricultural development, groundwater storage and water supply projects. The Company's main objective is to realize the highest and best use of its land and water resources in an environmentally responsible way. Cadiz Inc. reported a net loss and comprehensive loss of $24.01 million in 2015, a net loss and comprehensive loss of $18.88 million in 2014 and a net loss and comprehensive loss of $22.67 million in 2013. As of June 30, 2016, Cadiz Inc. had $58.12 million in total assets, $124.83 million in total liabilities and a total stockholders' deficit of $66.70 million. CANNASYS INC: Amends Prospectus Over Issuance of 1.1-Mil. Shares ---------------------------------------------------------------- Cannasys, Inc. filed with the Securities and Exchange Commission an amended Form S-1 registration statement relating to the offer and sale, from time to time, of up to 1,102,475 shares of the common stock of CannaSys, Inc., that may be issued pursuant to the equity purchase agreement that the Company entered into with Kodiak Capital Group, LLC. The Company is not selling any shares of common stock in this offering. The Company, therefore, will not receive any proceeds from the sale of the shares by the selling stockholder. The Company will, however, receive proceeds from the sale of securities pursuant to its exercise of the put right under the Purchase Agreement. Kodiak Capital is an "underwriter" within the meaning of the Section 2(a)(11) of the Securities Act of 1933, as amended (the "Securities Act"). The selling stockholder may offer and sell from time to time common stock using this prospectus in transactions: * on the OTC Markets or otherwise; * at market prices, which may vary during the offering period, or at negotiated prices; and * in ordinary brokerage transactions, in block transactions, in privately negotiated transactions, or otherwise. The selling stockholder will receive all of the proceeds from the sale of the shares and will pay all underwriting discounts and selling commissions relating to the sale of the shares. The Company has agreed to pay the legal, accounting, printing, and other expenses related to the registration of the sale of the shares. The Company's common stock is quoted on the OTCQB tier of the OTC Markets under the symbol "MJTK" (MJTKD between October 17 and Nov. 7, 2016). On Oct. 21, 2016, the last reported sale price of the Company's common stock was $0.085. A full-text copy of the Form S-1/A is available for free at: https://is.gd/sc3nWA About Cannasys Cannasys, Inc. provides technology services in the ancillary space of the cannabis industry. The Company is a technology company and does not produce, sell, or handle in any manner cannabis products. As of June 30, 2016, Cannasys had $1.34 million in total assets, $958,480 in total liabilities and $385,810 in total stockholders' equity. The Company reported a net loss of $3.85 million in 2015 following a net loss of $1.72 million in 2014. HJ & Associates, LLC, in Salt Lake City, UT, 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 its total liabilities exceed its total assets. This raises substantial doubt about the Company's ability to continue as a going concern. CENTURY AUTO: Names Archie Granata as Accountant ------------------------------------------------ Century Auto Body, LLP seeks authorization from the U.S. Bankruptcy Court for the District of Nevada to employ Archie Granata as accountant. The Debtor requires Mr. Granata to prepare monthly operating reports and to provide the Debtor with income tax preparation services. As Mr. Granata is a friend of Anderson Voss, Mr. Granata has agreed to provide services at no charge. This application is being filed for information purposes only. Mr. Granata 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 December 14, 2016 at 9:30 a.m. Mr. Granata can be reached at: Archie Granata, CPA 1720 S. Arlington Ave. Reno, NV 89509 Tel: (775) 338-1410 E-mail: ag@reno1.net About Century Auto Body Century Auto Body, LLP, is in the sole business of providing automobile body repair. In May 2016, Century Auto moved from 105 West Wyoming, Las Vegas, Nevada to 1906 South Mojave, Las Vegas, Nevada. It has been in business since 2007. There is no real property owned by Century Auto. The Company is owned 100% by Anderson Voss. Century Auto Body, LLP, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 16-12210) on April 22, 2016. The Debtor requested employment of Alan R. Smith, Esq., as its attorney of record and Matthew L. Johnson, Esq., as its local counsel on May 19, 2016, There has been no appointment in this case of a creditor's committee pursuant to 11 U.S.C. Sec. 1102. The deadline for filing a proof of claim for all creditors was Aug. 24, 2016, and Oct. 19, 2016 for governmental agencies. CHC GROUP: Jones Day Representing AG/CO Senior Secured Noteholders ------------------------------------------------------------------ Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, Angelo, Gordon & Co. and Cross Ocean Partners submitted with the U.S. Bankruptcy Court for the Northern District of Texas a verified statement in the Chapter 11 bankruptcy case of CHC Group Ltd., et al., saying that Jones Day represents the AG/CO Senior Secured Noteholders. The AG/CO Senior Secured Noteholders either hold claims or manage funds and accounts that hold claims against the Debtors' estates arising on account of the 9.25% Senior Secured Notes due 2020 issued under the Indenture, dated as of Oct. 4, 2010, by and among CHC Helicopter S.A., as issuer, each of the guarantors named therein, HSBC Corporate Trustee Company (UK) Limited, as collateral agent, and the Bank of New York Mellon, as indenture trustee. The AG/CO Senior Secured Noteholders as of the Oct. 28, 2016, include: Disclosable Economic Date of Acquisition Interests by Quarter and Year ----------- ------------------- Angelo, Gordon & Co. $65,557,000 3rd quarter of 2016 245 Park Avenue of Senior New York, New York 10167 Secured Notes Cross Ocean Adviser LLP $35,000,000 3rd quarter of 2016 11 Charles II Street of Senior London, England SW1Y 4QU Secured Notes In October 2016, the AG/CO Senior Secured Noteholders retained Jones Day to represent them as counsel in connection with the restructuring of the Debtors. As of Oct. 28, Jones Day represents the AG/CO Senior Secured Noteholders. Jones Day does not represent or purport to represent any other person or entities with respect to these Chapter 11 cases. In addition, as of the date of this Verified Statement, the AG/CO Senior Secured Noteholders, both collectively and individually, do not represent or purport to represent any other entities in connection with these Chapter 11 cases. Upon information and belief formed after due inquiry, Jones Day does not hold any disclosable economic interest (as that term is defined in Bankruptcy Rule 2019(a)(1)) in relation to the Debtors. Nothing contained in the Verified Statement is intended or will be construed to constitute: (a) a waiver or release of the rights of the AG/CO Senior Secured Noteholders to have any final order entered by, or other exercise of the judicial power of the U.S. performed by, an Article III court; (b) a waiver or release of the rights of the AG/CO Senior Secured Noteholders to have any and all final court orders in any and all non-core matters entered only after de novo review by a United States District Judge; (c) consent to the jurisdiction of the Court over any matter; (d) an election of remedy; (e) a waiver or release of any rights the AG/CO Senior Secured Noteholders may have to a jury trial; (f) a waiver or release of the right to move to withdraw the reference with respect to any matter or proceeding that may be commenced in the chapter 11 cases against or otherwise involving the AG/CO Senior Secured Noteholders; or (g) a waiver or release of any other rights, claims, actions, defenses, setoffs or recoupments to which the AG/CO Senior Secured Noteholders are or may be entitled, in law or in equity, under any agreement or otherwise, with all such rights, claims, actions, defenses, setoffs or recoupments being expressly reserved. Angelo Gordon is represented by: Jonathan M. Fisher, Esq. JONES DAY 2727 North Harwood Street Dallas, TX 75201 Tel: (214) 220-3939 Fax: (214) 969-5100 E-mail: jmfisher@jonesday.com -- and -- Bruce Bennett, Esq. Sidney P. Levinson, Esq. Michael C. Schneidereit, Esq. JONES DAY 555 South Flower Street Fiftieth Floor Los Angeles, CA 90013-1025 Tel: (213) 489-3939 Fax: (213) 243-2539 E-mail: bbennett@jonesday.com slevinson@jonesday.com mschneidereit@jonesday.com -- and -- Scott Greenberg, Esq. JONES DAY 250 Vesey Street New York, New York 10281 Tel: (212) 326-3939 Fax: (212) 755-7306 E-mail: sgreenberg@jonesday.com About CHC Group Ltd. Headquartered in Irving, Texas, CHC Group Ltd. is a global commercial helicopter services company primarily servicing the offshore oil and gas industry. CHC maintains bases on six continents with major operations in the North Sea, Brazil, Australia, and several locations across Africa, Eastern Europe, and South East Asia. CHC maintains a fleet of 230 medium and heavy helicopters, 67 of which are owned by it and the remainder are leased from various third-party lessors. CHC Group Ltd. and 42 of its wholly-owned subsidiaries each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-31854) on May 5, 2016. As of Jan. 31, 2016, CHG had $2.16 billion in total assets and $2.19 billion in total liabilities. The Debtors hired Weil, Gotshal & Manges LLP as counsel, Debevoise & Plimpton LLP as special aircraft counsel, PJT Partners LP as investment banker, Seabury Corporate Advisors LLC as financial advisor, CDG Group, LLC, as restructuring advisor, and Kurtzman Carson Consultants LLC as claims and noticing agent. The Office of the U.S. Trustee on May 13, 2016, appointed five creditors of CHC Group Ltd. to serve on the official committee of unsecured creditors. The Creditors Committee's attorneys are Marcus A. Helt, Esq., and Mark C. Moore, at Gardere Wynne Sewell LLP, and Douglas H. Mannal, Esq., Gregory A. Horowitz, Esq., and Anupama Yerramalli, Esq., at Kramer Levin Naftalis & Frankel LLP. CHINA COMMERCIAL: Yang Jie Holds 16.5% Equity Stake as of Oct. 24 ----------------------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, Yang Jie disclosed that as of Oct. 24, 2016, he beneficially owns 2,739,025 shares of common stock, $0.001 Par Value, of China Commercial Credit, Inc., representing 16.5 percent of the shares outstanding. The percentage was calculated on the basis of 16,637,679 shares of common stock outstanding as of Oct. 21, 2016, based upon information set forth in the Certified Shareholder List provided by Vstock Transfer, the transfer agent of the Issuer. On Oct. 24, 2016, the Reporting Person acquired 2,439,025 restricted shares of the Issuer in a private transaction pursuant certain Share Transfer Agreement dated Oct. 12, 2016. On Oct. 4, 2016, the Reporting Person received 300,000 restricted shares of the Issuers as consideration for certain advisory services pursuant to certain Advisory Agreement. A full-text copy of the regulatory filing is available at: https://is.gd/GYqybE About China Commercial Credit, Inc. China Commercial Credit, Inc., is engaged in offering financial services in China. The Company's operations consist of providing direct loans, loan guarantees and financial leasing services to small-to-medium sized businesses (SMEs), farmers and individuals in the city of Wujiang, Jiangsu Province. As of June 30, 2016, China Commercial had $21.57 million in total assets, $19.27 million in total liabilities and $2.29 million in total shareholders' equity. China Commercial reported a net loss of $55.83 million in 2015 following a net loss of $23.37 million in 2014. Marcum Bernstein & Pinchuk LLP, in New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has accumulated deficit that raises substantial doubt about its ability to continue as a going concern. CHINA FISHERY: Bid for Appointment of Ch. 11 Trustee Granted ------------------------------------------------------------ Judge James L. Garrity of the United States Bankruptcy Court for the Southern District of New York granted the motion for the appointment of a Chapter 11 Trustee for China Fishery Group Limited (Cayman), and its debtor affiliates. The motion was filed by Cooperatieve Rabobank U.A., Standard Chartered Bank (Hong Kong) Limited and DBS Bank (Hong Kong), Limited, seeking the appointment of a Chapter 11 trustee pursuant to section 1104(a)(2) of the Bankruptcy Code. The motion was joined by Bank of America, N.A., Malayan Banking Berhad, Hong Kong Branch, the Insolvency Administrator of the Pickenpack Group, and the Senior Noteholders Committee. The motion was opposed by the Debtors, who were joined by the Peruvian Opcos (defined below), certain of the equity holders of Debtor N.S. Hong, an Informal Steering Committee of bondholders of Pacific Andes Resources Development Limited (PARD), a non-Debtor that is subject to its own insolvency proceeding in Singapore, and certain bank creditors at different levels of the Debtors' capital structure. The Debtors comprise a small part of the Pacific Andes Group of companies that collectively constitute the world's 12th largest fishing company. Members of the Ng Family, through Debtor N.S. Hong, control the group's operations. The Debtors consist principally of holding companies and defunct, non-operating companies. None have assets in the United States except for their interests in retainers paid to their United States advisors. Whatever value they have is derived from their mostly indirect interests in three Peruvian operating companies – CFG Investments S.A.C. (CFGI), Corporacion Pesquera Inca S.A.C. (Copeinca), and Sustainable Fishing Resources S.A.C. (SFR, and together with CFGI and Copeinca, the "Peruvian Opcos"). Those entities operate the Pacific Andes Group's anchovy fishing business and together control a significant percentage of the anchovy fishing quotas fixed by the Peruvian government. They are not Chapter 11 debtors, but are the subject of involuntary insolvency proceedings filed against them in Peru (the "Peruvian Insolvency Proceedings"), at their behest, by three "friendly" local creditors. The putative "foreign representative" of the Peruvian Opcos has filed petitions for recognition of those proceedings under Chapter 15 of the Bankruptcy Code on their behalves. The Chapter 11 cases, PARD's voluntary insolvency proceeding in Singapore, and the Peruvian Involuntary Proceedings were commenced simultaneously in violation of certain deeds of undertaking entered into pre-petition by, among others, certain of the Debtors, the Movants and the Hong Kong and Shanghai Banking Corporation ("HSBC"), and, ultimately, to block an agreed sale of the Peruvian Opcos' business. The Movants sought the appointment of a Chapter 11 trustee for the Debtors under section 1104(a)(2) of the Bankruptcy Code for a variety of reasons, the most pressing of which is to cause the Peruvian Opcos to challenge those insolvency proceedings. In substance, they contended that the trustee should cause the Peruvian Opcos to contest the involuntary petitions by, among other things, exercising their rights under Peruvian law to satisfy the claims of the petitioning creditors. The Movants maintained that after those proceedings are dismissed, the trustee should cause the Debtors to sell the Peruvian business, pay off the creditors of the Peruvian Opcos, and distribute the net proceeds from the sale to the Debtors' creditors and shareholders in accordance with their rights and priorities. Thus, while the Debtors are advocating a "wait and see" approach, with the value of the Peruvian Opcos to be realized and distributed through the Peruvian Insolvency Proceedings, the Movants, through their motion, sought, among other things, to obtain the benefit of their pre-petition bargain with the Debtors. Based upon his review of the voluminous record made in connection with the motion, Judge Garrity found that in balancing the advantages and disadvantages to appointing a trustee, the Movants have established by clear and convincing evidence that it is in the best interest of the Debtors' estate and creditors that a trustee be appointed. Judge Garrity found that the Movants have shown that they have lost all confidence in the Debtors' management for a number of good reasons, and that this lack of confidence in management is both justified and understandable. Further, Judge Garrity also found that the Debtors have not articulated any course of action, any time frame for implementing a reorganization strategy, or any back-up plans if the Peruvian business does not improve. Based upon the record of the motion, the judge concluded that it is clear that the Debtors' prospects for rehabilitation are problematic, if not dim. Judge Garrity also found that the Debtors, their estates, creditors and equity holders will substantially benefit from the appointment of a trustee. The judge explained that, contrary to Debtors' contention, such an appointment is not merely prophylactic but is essential to facilitate the Debtors' reorganization. Although Judge Garrity was mindful of the potential expense associated with the appointment of a trustee, the judge found that the benefits to be realized by the Debtors, their estates, creditors and equity holders from the appointment of a trustee will outstrip the costs associated with it. The United States Trustee was thus directed to appoint a Chapter 11 trustee for Debtor CFG Peru Singapore, the 100% direct and indirect owner of the Peruvian Opcos, pursuant to section 1104(d)(2) of the Bankruptcy Code, and to seek approval of such appointment in accordance with Rule 2007 of the Federal Rules of Bankruptcy Procedure. A full-text copy of Judge Garrity's October 28, 2016 order is available at http://bankrupt.com/misc/nysb16-11895-203.pdf Debtors were represented by: Howard B. Kleinberg, Esq. Edward J. LoBello, Esq. Jil Mazer-Marino, Esq. MEYER, SUOZZI, ENGLISH & KLEIN, PC 990 Stewart Avenue Garden City, NY 11530 Tel: (516)741-6565 Fax: (516)741-6706 Email: mantongiovanni@msek.com hkleinberg@msek.com jmazermarino@msek.com -- and -- Paul F. Millus, Esq. Thomas R. Slome, Esq. Daniel B. Rinali, Esq. MEYER, SUOZZI, ENGLISH & KLEIN, PC 1350 Broadway, Suite 501 New York, NY 10018 Tel: (212)239-4999 Fax: (212)239-1311 Email: pmillus@msek.com tslome@msek.com drinaldi@msek.com CFG Investment, S.A.C., Corporacion Pesquera Inca S.A.C. and Sustainable Fishing Resources S.A.C. are represented by: James S. Carr, Esq. Jason R. Adams, Esq. William Gyves, Esq. KELLEY DRYE & WARREN LLP 101 Park Avenue New York, NY 10178 Tel: (212)808-7800 Fax: (212)808-7897 Email: jcarr@kelleydrye.com jadams@kelleydrye.com wgyves@kelleydrye.com Equity Holders of Debtor N.S. Hong Investments (BVI) Limited is represented by: Gerald C. Bender, Esq. Paul Kizel, Esq. Keara M. Waldron, Esq. LOWENSTEIN SANDLER LLP 1251 Avenue of the Americas New York, NY 10020 Tel: (212)262-6700 Fax: (212)262-7402 Email: gbender@lowenstein.com pkizel@lowenstein.com kwaldron@lowenstein.com Club Lenders are represented by: R. Craig Martin, Esq. Mordechai Y. Sutton, Esq. DLA PIPER LLP (US) 1251 Avenue of the Americas New York, NY 10020 Tel: (212)335-4500 Fax: (212)335-4501 Email: craig.martin@dlapiper.com mordechai.sutton@dlapiper.com -- and -- Richard A. Chesley, Esq. John K. Lyons, Esq. Jeffrey Torosian, Esq. DLA PIPER LLP (US) 203 North LaSalle Street Suite 1900 Chicago, IL 60601 Tel: (312)368-4000 Fax: (312)236-7516 Email: richard.chesley@dlapiper.com john.lyons@dlapiper.com jeffrey.torosian@dlapiper.com Bank of America, N.A. is represented by: Lee S. Attanasio, Esq. John G. Hutchinson, Esq. Andrew P. Propps, Esq. SIDLEY AUSTIN LLP 787 Seventh Avenue New York, NY 10019 Tel: (212)839-5300 Fax: (212)839-5599 Email: lattanasio@sidley.com jhutchinson@sidley.com apropps@sidley.com About China Fishery Group Limited China Fishery Group Limited (Cayman), et al., along with certain non-debtor affiliated entities, are part of a business group known as the Pacific Andes Group, which is the 12th largest seafood company in the world and one of the world's foremost vertically integrated seafood companies. Hong Kong based-The Pacific Andes Group provides seafood products to leading global wholesalers, processors and food service companies and has operations across the seafood value chain. China Fishery Group Limited (Cayman) and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-11895) on June 30, 2016. The petition was signed by Ng Puay Yee, chief executive officer. The case is assigned to Judge James L. Garrity Jr. At the time of the filing, the Debtor estimated its assets at $500 million to $1 billion and debts at $10 million to $50 million. Howard B. Kleinberg, Esq., Edward J. LoBello, Esq. and Jil Mazer-Marino, Esq. of Meyer, Suozzi, English & Klein, P.C. serve as legal counsel. The Debtor has tapped Goldin Associates, LLC, as financial advisor and RSR Consulting LLC as restructuring consultant. CHINA GINSENG: Chairman and Chief Executive Officer Resigns ----------------------------------------------------------- Mr. Long He tendered his resignation to China Ginseng Holdings, Inc. as the Company's chairman, director and chief executive officer, effective Oct. 28, 2016. Mr. He's resignation did not result from any disagreement regarding any matter related to the Company's operations, policies or practices. On the same day, Mr. Yuxiang Zhang tendered his resignation to the Company as the director effective immediately. Mr. Zhang's resignation did not result from any disagreement regarding any matter related to the Company's operations, policies or practices. On the same day, the Company's Board of Directors appointed Mr. Jiankun Song as the Company's chairman and chief executive officer. Mr. Song has been a director of the Company since 2005. There are no family relationships between Mr. Song and any other employees or members of the board of directors of the Company. There are no related party transactions with regard to Mr. Song reportable under Item 404(a) of Regulation S-K. The Company is currently negotiating the terms of Mr. Song's employment agreement, and will file a copy of the agreement when it becomes available. About China Ginseng Changchun City, China-based China Ginseng Holdings, Inc., conducts business through its four wholly-owned subsidiaries located in China. The Company has been granted 20-year land use rights to 3,705 acres of lands by the Chinese government for ginseng planting and it controls, through lease, approximately 750 acres of grape vineyards. However, recent harvests of grapes showed poor quality for wine production which indicates that the vineyards are no longer suitable for planting grapes for wine production. Therefore, the Company has decided not to renew its lease for the vineyards with the Chinese government upon expiration in 2013 and, going forward, it intends to purchase grapes from the open market in order to produce grape juice and wine. China Ginseng reported a net loss of $3.90 million on $272,600 of revenue for the year ended June 30, 2015, compared with a net loss of $4.76 million on $2.61 million of revenue for the year ended June 30, 2014. As of March 31, 2016, China Ginseng had $8.66 million in total assets, $21.40 million in total liabilities and a total stockholders' deficit of $12.73 million. Cowan, Gunteski & Co., P.A., in Tinton Falls, NJ, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2015, citing that the Company had net losses of $3.90 million and $4.76 million for the years ended June 30, 2015 and 2014, respectively, an accumulated deficit of $18.1 million at June 30, 2015 and a working capital deficit of $16.5 million at June 30, 2015, and there are existing uncertain conditions the Company faces relative to its ability to obtain working capital and operate successfully. These conditions raise substantial doubt about its ability to continue as a going concern. CIRCLE Z: U.S. Trustee Forms Two-Member Committee ------------------------------------------------- U.S. Trustee William T. Neary on Oct. 27 appointed two creditors of Circle Z Pressure Pumping, LLC, to serve on the official committee of unsecured creditors. The committee members are: (1) Peter Fruge –Interim Chairman JFP Services, LLC P.O.Box 81162 Lafayette, La. 70598 Tel: (337) 234-5558 E-mail: pfruge@taylors-international.com (2) Glenn Ellis Clear River America Industries, Inc. 12818 Murphy Rd Stafford, TX 77477 Tel: (281) 460-8140 E-mail: Info@Clearriveramerica.com Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Cicle Z Pressure Pumping Circle Z Pressure Pumping, LLC, filed a chapter 11 petition (Bankr. E.D. Tex. Case No. 16-60633) on Oct. 11, 2016. The petition was signed by David Powell, member. The Debtor is represented by Michael E. Gazette, Esq., at the Law Offices of Michael E. Gazette. The Debtor estimated assets and debt of $10 million to $50 million at the time of the filing. The Debtor was originally formed in Texas in 2009. Its corporate headquarters and home office is located in Longview, Panola County, Texas. The Debtor's managing member, David Powell, has been with the Debtor since its formed. The Debtor's business is exclusively in the oil and gas industry rendering services in the hydraulic fracturing of formations to enhance the recovery of oil and gas. CLASSIC COMMUNITIES: Hires Marcus & Millichap as Broker ------------------------------------------------------- Classic Communities Corporation seeks authorization from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ Marcus & Millichap Real Estate Investment Services as real estate broker. The Debtor requires Marcus & Millichap to sell the following real property: (a) 325, 327, 329, 331, 333, 335, 337 and 339 Briar Ridge Circle, East Pennsboro, Cumberland County ("Locust Ridge"); (b) Lots 79, 80, 85, 86, 89 and 90 in Phase I, The Village at North Ridge ("North Ridge"); and (c) One lot located in The Woods at Waterford ("Waterford"). The Debtor authorizes Marcus & Millichap to offer the properties for sale at a purchase price of: (a) Locust Ridge: $35,000 per lot or $280,000; (b) The Village at North Ridge: $50,000 per lot or $300,000; and (c) The Woods at Waterford: $425,0000 Marcus & Millichap will charge a commission of 5% of the sale consideration for any parcel on which a sale closes. Brenton Baskin of Marcus & Millichap, 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. Marcus & Millichap can be reached at: Brenton Baskin MARCUS & MILLICHAP REAL ESTATE INVESTMENT SERVICES 2005 Market St., Suite 1510 Philadelphia, PA 19103 Tel: (215) 531-7000 About Classic Communities Corp. Classic Communities Corporation filed a Chapter 11 bankruptcy petition (Bankr. M.D. Pa. Case No. 16-02022) on May 10, 2016. The petition was signed by Douglas Halbert, president. The Debtor estimated assets and liabilities in the range of $10 million and debts of up to $50 million. Judge Mary D. France is the case judge. CLIFFS NATURAL: Appoints Eric Rychel to Board of Directors ---------------------------------------------------------- Cliffs Natural Resources Inc. has appointed Eric M. Rychel to its Board of Directors, effective Oct. 27, 2016. Mr. Rychel is executive vice president, chief financial officer and treasurer of Aleris Corporation, a privately held company that is a global leader in aluminum rolled products. He joined Aleris in 2012 and presently leads the global finance activities for the organization. Mr. Rychel will join the Audit Committee of Cliffs Natural Resources' Board. With the addition of Eric Rychel, the Cliffs' Board of Directors is now comprised of ten members, of which nine are independent directors. Lourenco Goncalves, Chairman of the Board, president and chief executive officer of Cliffs Natural Resources stated, "I am honored that Eric Rychel is now a member of Cliffs' Board. I have known and respected Eric for many years, from Investment Banker to Corporate Executive to an accomplished CFO. Eric's knowledge and diverse experience will further strengthen our board’s breadth of talent and expertise." As Aleris' chief financial officer since 2014, Eric Rychel leads all of Aleris' capital structure and key initiatives in finance. He provides leadership for the global finance, investor relations and IT functions, and also chairs Aleris' risk and benefits committees. Previously, Mr. Rychel served as vice president and treasurer at Aleris, with responsibility for treasury, strategy, corporate development and investor relations, upon joining the company in 2012. Mr. Rychel was a managing director in the Industrials Group at Barclays Capital, Inc. between 2010 and 2012, where he initiated its Metals industry banking effort as the global head of Steel and Metals corporate finance coverage. Prior to that, Mr. Rychel was a managing director at Deutsche Bank Securities, Inc., from 1998 to 2009, where he ran the Metals industry investment banking effort. Mr. Rychel began his career as an analyst at LSG Advisors, an M&A boutique and predecessor to SG Cowen. Mr. Rychel received his Bachelor of Science in Economics degree from Wharton School of the University of Pennsylvania. In addition to Mr. Rychel's appointment to the Audit Committee, Cliffs announced today other changes to its Board Committee assignments effectively immediately. Michael Siegal, who is a current member of Cliffs' Board of Directors, has been appointed to the Audit Committee. Additionally, Gabriel Stoliar has stepped down from the Audit Committee and has been appointed as a member of the Compensation and Organization Committee of the Board of Directors. About Cliffs Natural Resources Cliffs Natural Resources Inc. -- http://www.cliffsnaturalresources.com/-- is a mining and natural resources company. The Company is a major supplier of iron ore pellets to the U.S. steel industry from its mines and pellet plants located in Michigan and Minnesota. Cliffs also produces low-volatile metallurgical coal in the U.S. from its mines located in West Virginia and Alabama. Additionally, Cliffs operates an iron ore mining complex in Western Australia and owns two non-operating iron ore mines in Eastern Canada. Driven by the core values of social, environmental and capital stewardship, Cliffs' employees endeavor to provide all stakeholders operating and financial transparency. On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of its affiliates, including Cliffs Quebec Iron Mining ULC commenced restructuring proceedings in Montreal, Quebec, under the Companies' Creditors Arrangement Act (Canada). The initial CCAA order will address the Bloom Lake Group's immediate liquidity issues and permit the Bloom Lake Group to preserve and protect its assets for the benefit of all stakeholders while restructuring and sale options are explored. Cliffs Natural reported a net loss attributable to Cliffs common shareholders of $788 million on $2.01 billion of revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to Cliffs common shareholders of $7.27 billion on $3.37 billion of revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Cliffs Natural had $1.77 billion in total assets, $3.17 billion in total liabilities and a $1.40 billion total deficit. * * * As reported by the TCR on April 19, 2016, Standard & Poor's Ratings Services said it raised its corporate credit rating on Cleveland-based Cliffs Natural Resources Inc. to 'CCC+' from 'SD'. As reported by the TCR on Sept. 13, 2016, Moody's Investors Service upgraded Cliffs Natural Resources Inc.'s Corporate Family Rating (CFR) and Probability of Default Rating to Caa1 and Caa1-PD respectively from Ca and Ca-PD respectively. The upgrade reflects the improving trends evidenced in Cliffs performance on strengthened fundamentals in the US steel industry, the dominant market for Cliffs iron ore pellets, and an improving order book as well as the successful renegotiation of the contracts with ArcelorMittal USA LLC, which had expiry dates of late 2016 and early 2017. CLIFFS NATURAL: Incurs $27.8 Million Net Loss in Third Quarter -------------------------------------------------------------- Cliffs Natural Resources Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $27.8 million on $553.3 million of revenues from product sales and services for the three months ended Sept. 30, 2016, compared to net income of $6 million on $593.2 million of revenues from product sales and services for the same period during the prior year. For the nine months ended Sept. 30, 2016, the Company reported net income of $118.5 million on $1.35 billion of revenues from product sales and services compared to a net loss of $690.5 million on $1.53 billion of revenues from product sales and services for the nine months ended Sept. 30, 2015. As of Sept. 30, 2016, Cliffs Natural had $1.77 billion in total assets, $3.17 billion in total liabilities and a $1.40 billion total deficit. Cliffs redeemed the entirety of its 2018 Notes during the quarter, of which $284 million was outstanding. The total payment to holders of the 2018 Notes was approximately $304 million, including accrued and unpaid interest. The debt extinguishment was funded primarily from the proceeds of the August 2016 common share issuance, a $288 million net cash inflow. Total debt at the end of the third quarter of 2016 was $2.2 billion, approximately $500 million lower than $2.7 billion at the end of the prior-year quarter. The year-over-year reduction is attributable to the exchange offers completed in the first quarter of 2016 and the redemption of the 2018 Notes in the third quarter of 2016. The Company had no borrowings on its asset-based lending facility at the end of the third quarter of 2016 or 2015. Cliffs had net debt of $2.0 billion at the end of the third quarter of 2016, compared to $2.5 billion of net debt3 at the end of the third quarter of 2015. For the third quarter of 2016, adjusted EBITDA was $62 million, compared to $60 million reported in the third quarter of 2015. Cliffs noted that third-quarter 2016 adjusted EBITDA includes $20 million in expenses related to idled mines, a $12 million non-cash accrual as a reserve for potential retroactive electric power surcharges, and a one-time $4 million charge associated with the new labor contract signing bonus. Excluding these expenses, Cliffs' adjusted EBITDA1 would have been $98 million. Lourenco Goncalves, Cliffs' chairman, president and chief executive officer, said, "In the third quarter, we reduced our debt by another $500 million, bringing our net debt down to $2 billion. Our flawless operational performance, commercial accomplishments and financial execution during the last two years have earned the respect of investors and banking institutions, allowing us to execute in Q3 another important transaction: the early repayment of the 2018 Notes. With that, we have eliminated the last obstacle in our way to better times." Mr. Goncalves added, "We look forward to finishing out the year strong in Q4, in what we anticipate to be a quarter with substantial cash-flow generation." Cliffs' third-quarter 2016 SG&A expenses were $31 million, of which $8 million were non-cash. This represents a 39 percent increase when compared to the third-quarter 2015 expenses of $22 million. The increase was driven primarily by a $4 million bonus agreed to as part of the United Steelworkers (USW) ratified contract signing, as well as increased external services costs. Cliffs' 2016 net interest expense during the third quarter was $49 million, a 21 percent decrease when compared to a third-quarter 2015 expense of $62 million. The Company noted that of the $49 million expense, $40 million was a cash expense and the remainder was non-cash. Miscellaneous-net expense of $20 million in the third quarter of 2016 included a non-cash expense related to a September order from FERC supporting retroactive surcharges for power at the Michigan operations, for which the Company recorded a $12 million charge as a reserve. Miscellaneous-net expense also included $8 million in charges related to the indefinite idle at Empire mine. Capital expenditures during the quarter were $26 million, compared to $24 million in the third quarter of 2015. This was driven primarily by spending related to the Mustang Project at the United Taconite mine. Cliffs also reported depreciation, depletion and amortization of $27 million in the third quarter of 2016. Cliffs' full-year 2016 SG&A expenses expectation is $104 million, a $4 million increase from the previous expectation, primarily driven by the un-forecasted $4 million USW labor contract signing bonus. The Company's full-year 2016 interest expense is expected to be approximately $200 million. Of the $200 million expectation, approximately $170 million is considered cash and $30 million is considered non-cash. Consolidated full-year 2016 depreciation, depletion and amortization is expected to be approximately $120 million. Cliffs is maintaining its full-year 2016 capital expenditures expectation of $75 million. A full-text copy of the Form 10-Q is available for free at: https://is.gd/jIN0pL About Cliffs Natural Resources Cliffs Natural Resources Inc. -- http://www.cliffsnaturalresources.com/-- is a mining and natural resources company. The Company is a major supplier of iron ore pellets to the U.S. steel industry from its mines and pellet plants located in Michigan and Minnesota. Cliffs also produces low-volatile metallurgical coal in the U.S. from its mines located in West Virginia and Alabama. Additionally, Cliffs operates an iron ore mining complex in Western Australia and owns two non-operating iron ore mines in Eastern Canada. Driven by the core values of social, environmental and capital stewardship, Cliffs' employees endeavor to provide all stakeholders operating and financial transparency. On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of its affiliates, including Cliffs Quebec Iron Mining ULC commenced restructuring proceedings in Montreal, Quebec, under the Companies' Creditors Arrangement Act (Canada). The initial CCAA order will address the Bloom Lake Group's immediate liquidity issues and permit the Bloom Lake Group to preserve and protect its assets for the benefit of all stakeholders while restructuring and sale options are explored. Cliffs Natural reported a net loss attributable to Cliffs common shareholders of $788 million on $2.01 billion of revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to Cliffs common shareholders of $7.27 billion on $3.37 billion of revenues for the year ended Dec. 31, 2014. * * * As reported by the TCR on April 19, 2016, Standard & Poor's Ratings Services said it raised its corporate credit rating on Cleveland-based Cliffs Natural Resources Inc. to 'CCC+' from 'SD'. As reported by the TCR on Sept. 13, 2016, Moody's Investors Service upgraded Cliffs Natural Resources Inc.'s Corporate Family Rating (CFR) and Probability of Default Rating to Caa1 and Caa1-PD respectively from Ca and Ca-PD respectively. The upgrade reflects the improving trends evidenced in Cliffs performance on strengthened fundamentals in the US steel industry, the dominant market for Cliffs iron ore pellets, and an improving order book as well as the successful renegotiation of the contracts with ArcelorMittal USA LLC, which had expiry dates of late 2016 and early 2017. COLORADO 2002B: Taps Gray Reed as Counsel ----------------------------------------- Colorado 2002B Limited Partnership and Colorado 2002C Limited Partnership seek authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ Gray Reed & McGraw, P.C. as counsel, effective as of September 24, 2016 petition date. The Debtors require Gray Reed to: (a) advise the Debtors concerning their powers and duties as debtors in possession in the continued operations of their businesses and management of their properties; (b) act to help protect, preserve and maximize the value of the Debtors' estates; (c) prepare all necessary motions, applications, reports, and pleadings in connection with the Debtors' chapter 11 cases, including preparation and solicitation of a chapter 11 plan and disclosure statement and related documents; and (d) perform such other legal services for the Debtors in connection with their chapter 11 cases that the Debtors determine are necessary and appropriate. Gray Reed will be paid at these hourly rates: Jason S. Brookner, shareholder $600 Lydia R. Webb, associate $325 Jason M. Brown, associate $275 Attorneys $225-$850 Paraprofessionals $175-$250 Gray Reed will also be reimbursed for reasonable out-of-pocket expenses incurred. In advance of filing, Gray Reed received aggregate payments of $70,000 for services to be rendered to, and expenses, including filing fees, incurred and to be incurred on behalf of, the Debtors from February 2016 through the Petition Date, with the remainder to be held as a retainer for post-petition services and expense reimbursement as approved by this Court. Gray Reed has been paid $25,940.96 for all services rendered, and expenses incurred, through the Petition Date, leaving a retainer balance of $44,059.04. Jason S. Brookner, shareholder of Gray Reed, 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. Gray Reed can be reached at: Jason S. Brookner, Esq. Lydia R. Webb, Esq. GRAY REED & McGRAW, P.C. 1601 Elm Street, Suite 4600 Dallas, TX 75201 Tel: (214) 954-4135 Fax: (214) 953-1332 Colorado 2002B Limited Partnership (Bankr. N.D. Tex. Case No. 16-33743) and Colorado 2002C Limited Partnership (Bankr. N.D. Tex. Case No. 16-33744) filed separate Chapter 11 petitions on September 24, 2016, and are represented by Jason S. Brookner, Esq., at Gray Reed & McGraw, P.C. CONTROL SYSTEMS: Disclosures OK'd; Plan Hearing on Nov. 17 ---------------------------------------------------------- The Hon. Joan A. Lloyd of the U.S. Bankruptcy Court for the Western District of Kentucky has approved Control Systems Design and Automation, Inc.'s disclosure statement referring to the Debtor's plan of reorganization. The Plan confirmation hearing be held on Nov. 17, 2016, at 10:00 a.m. (Central Time). Objections to the confirmation of the Plan must be filed by Nov. 10, 2016. As reported by the Troubled Company Reporter on Oct. 10, 2016, the Debtor filed with the Court 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. 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 a the Debtor's bankruptcy counsel. CORPORATE RISK: Moody's Puts Caa2 CFR Under Review for Upgrade -------------------------------------------------------------- Moody's Investors Service placed the ratings of Corporate Risk Holdings, LLC under review for upgrade, including its Caa2 Corporate Family Rating (CFR), Caa3-PD Probability of Default Rating, and the ratings assigned to the company's debt instruments. The review follows Corporate Risk's recent announcement that it is selling its eDiscovery and data solutions business, Kroll Ontrack, to LDiscovery, LLC, a technology enabled eDiscovery services provider in an all-cash transaction valued at approximately $410 million. The proposed transaction, which Moody's expects to be completed by December 2016, will allow Corporate Risk to reduce its debt burden, improve its credit metrics and strengthen its liquidity profile while turning its focus toward a high margin pre-employment screening business and Kroll advisory with better growth prospects. Moody's took the following rating actions on Corporate Risk Holdings, LLC: Ratings placed under review for upgrade: -- Corporate Family Rating at Caa2 -- Probability of Default Rating at Caa3-PD -- $60 million senior secured first out revolving credit facility due 2018 at B1 (LGD1) -- $245 million senior secured first lien term loan due 2018 at Caa1 (LGD2) -- $744 million senior secured first lien notes due 2019 at Caa1 (LGD2) -- $96 million senior secured second lien PIK notes due 2020 at Ca (LGD5) RATINGS RATIONALE The review for upgrade reflects Moody's view that expected cash proceeds from the pending asset sale could diminish concerns regarding the company's weak liquidity and the sustainability of its capital structure given its very high debt leverage. While this is a transformational transaction for Corporate Risk, many specifics about the transaction and remaining businesses have not yet been determined, including use of proceeds. LTM revenues will decline by approximately $190 million, but pro forma credit metrics are expected to improve following the divestiture if all or a portion of sales proceeds are used to repay debt. Moody's will evaluate the business profile and strength of the remaining businesses, current and projected operating performance levels, capital and corporate cost structures going forward, and the company's plans to refinance outstanding debt obligations due in 2018-2020. The principal methodology used in these ratings was "Business and Consumer Service Industry" published in October 2016. Corporate Risk provides pre-employment background screening for commercial customers through its HireRight subsidiary; and technology-driven legal services and software for data management through Kroll Ontrack; and investigative, analytic, consulting, due diligence, cyber and security services through its Kroll segment. Post-bankruptcy emergence, the company's common stock ownership is allocated to pre-existing debt holders. Annual revenues were approximately $787 million as of June 30, 2016. COSI INC: Creditors' Panel Hires Nixon Peabody as Counsel --------------------------------------------------------- The Official Committee of Unsecured Creditors of Cosi, Inc., et al., seeks authorization from the U.S. Bankruptcy Court for the District of Massachusetts to retain Nixon Peabody LLP as counsel to the Committee. Cosi, Inc.requires Nixon Peabody to: a. consult with the Committee, the Debtors, and the U.S. Trustee concerning the administration of the chapter 11 cases; b. review, analyze, and respond to pleadings filed with the bankruptcy Court by the Debtors and other parties in interest and to participate at hearings on such pleadings; c. investigate the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtors' businesses, and any matters relevant to the chapter 11 cases, to the extent required by the Committee; d. take all necessary action to protect the rights and interests of the Committee, including, but not limited to, negotiations and preparation of documents relating to any plan of reorganization and disclosure statement; e. represent the Committee in connection with the exercise of its powers and duties under the Bankruptcy Code and in connection with the chapter 11 cases; and f. perform all other necessary legal services in connection with the chapter 11 cases. Nixon Peabody will be paid at these hourly rates: Lee Harrington, Partner $550 Christopher M. Desiderio, Counsel $525 Christopher J. Fong, Associate $500 Nixon Peabody will also be reimbursed for reasonable out-of-pocket expenses incurred. Lee Harrington, member of Nixon Peabody 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, and the firm: a) is not a creditor, equity security holder, or insider of the Debtor; b) is not and was not, within 2 years before the date of the filing of the petition, a director, officer, or employee of Debtor; and c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, for any other reason. Nixon Peabody can be reached at: Lee Harrington, Esq. NIXON PEABODY LLP 100 Summer Street Boston, MA 02110-2131 Tel: (617) 345-1000 Fax: (617) 345-1300 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 petitions were signed by Patrick Bennett, interim chief executive officer. The Hon. Melvin S. Hoffman presides over the case. The Debtors tapped Joseph H. Baldiga, Esq. and Paul W. Carey, Esq., at Mirick, O'Connell, DeMallie & Lougee, LLP, as counsel; O'Connor Group, Inc., as financial consultant; and Randy Kominsky of Alliance for Financial Growth, Inc. as CRO. In its petition, Cosi estimated $31.24 million in assets and $19.83 million in liabilities. The U.S. Trustee appointed an official committee of unsecured creditors. Members of the Committee are Robert J. Dourney, Honor S. Heath of NStar Electric Company and Paul Filtzer of SRI EIGHT 399 Boylston. CRAIG SHERMAN MILLER: Unsecureds To Recoup 13% Under Plan --------------------------------------------------------- Craig Sherman Miller and Brenda Joyce Miller filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a combined plan of reorganization and disclosure statement. Under the Plan, Class VIII, which will consist of the claims of the non-priority unsecured creditors including the unsecured portion of all secured creditors as well as those creditors, if any, whose claims arise from the rejection of executory contracts, will be impaired. However, each of the claimants of this class will receive at least 13% (aggregate amount of $2,700) at 0% interest over 60 months. Payments will be made to this class over years 3 through 5 of the Plan, concurrent with Classes I to VII, commencing on the effective date of the Plan. To participate in any distribution, creditors whose claims are not scheduled, or whose claims are scheduled as disputed, contingent or unliquidated, must file a proof of claim with the Court on or before the bar dates established by the Court in these proceedings. Scheduled unsecured creditors must also file a claim with the Court to receive a distribution of their scheduled claim amount. A creditor in this class will receive a distribution incident to its allowed unsecured claims based on monthly payments of $75 commencing year three through five by Debtors. The Debtors are cognizant of the fact that they need to improve their financial control and have made the necessary adjustments to successfully complete their Plan. Accordingly, Debtors' counsel and accountant have been working with the Debtors to implement a sound accounting system so as to better ensure the funding of the Plan. In addition, the Debtors reasonably believe that their future income will generate sufficient funds to satisfy their obligations under the Plan. In the event the Debtors require additional revenue to complete the Plan of Reorganization, it is reasonably certain that the source of these funds will be generated from their future income. To the extent that additional funds are necessary, Debtors, their shareholders, or their management, on behalf of themselves personally or on behalf of a corporation to be formed, may provide the funds to the Reorganized Debtors. Other sources of cash may be explored and utilized by the Reorganized Debtors to the extent that the cash infusions are necessary to meet the obligations of the Plan. If necessary, the Reorganized Debtors may, in their sole discretion, but subject to the terms and conditions any DIP financing court order and any subsequent loan documents, where reasonable approval will not be withheld, seek to obtain refinancing from either a lending institution or from other personal resources in an effort to satisfy the necessary cash payments described in this Plan. In the event that the Reorganized Debtors obtain financing, it will not obligate the Reorganized Debtors to accelerate any of the payments or obligations set forth in this Plan, except as provided in any DIP financing court order or loan documents. If the Reorganized Debtors elect to pre-pay any obligation, it will not incur any pre-payment penalty, any pre-payment penalty contained in any pre-petition contract, agreement, or document will be deemed null and void. The Reorganized Debtors or assignees may enter into a new lease for their business operations. The Combined Plan and Disclosure Statement is available at: http://bankrupt.com/misc/mieb15-57370-94.pdf The Plan was filed by the Debtors' counsel: B.O.C. LAW GROUP, P.C. C. Jason Cardasis, Esq. William R. Orlow, Esq. Corey M. Carpenter, Esq. 24100 Woodward Avenue Pleasant Ridge, Michigan 48069 Tel: (248) 584-2100 E-mail: jasoncardasis@boclaw.com Craig Sherman Miller and Brenda Joyce Miller filed for Chapter 13 bankruptcy protection (Bankr. E.D. Mich. Case No. 15-57370). DOVER DOWNS: Reports Results for Third Quarter ---------------------------------------------- Dover Downs Gaming & Entertainment, Inc., filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net earnings of $520,000 on $47.11 million of revenues for the three months ended Sept. 30, 2016, compared to net earnings of $826,000 on $47.19 million of revenues for the three months ended Sept. 30, 2015. For the nine months ended Sept. 30, 2016, the Company reported net earnings of $1.07 million on $138.05 million of revenues compared to net earnings of $1.10 million on $136.83 million of revenues for the same period a year ago. As of Sept. 30, 2016, Dover Downs had $171.98 million in total assets, $55.64 million in total liabilities and $116.33 million in total stockholders' equity. Gaming revenues of $41,295,000 were down 1.7% compared to the third quarter of 2015. The revenue decrease was primarily attributable to lower slot machine revenue. Other operating revenues of $5,815,000 were up compared to the third quarter of 2015 from higher food and beverage and rooms revenue. Occupancy levels in the Dover Downs Hotel were 91.4% for the third quarter of this year. General and administrative costs were down to $1,228,000 for the third quarter compared to $1,331,000 last year. Depreciation and interest expense were lower during the quarter from limited capital spending and lower average outstanding borrowings. Net earnings were $520,000, or $.02 per diluted share compared with $826,000 or $.03 per diluted share for the third quarter of 2015. Denis McGlynn, the Company's president and chief executive officer, stated: "We continue to do our best with what little the State allows us to retain from gaming revenues and, despite these limitations, we continue to enjoy excellent customer service ratings and employee morale. "We use an outside contractor to measure customer service and our ratings far exceed our competitors. Our employees play an enormous role in our success in this area, and, despite our current operating environment, we were named a "Top 10 Workplace in Delaware" for the 8th consecutive year. "With more competition entering the market, we'll need a restructured gaming revenue sharing formula to allow us to reinvest in our property, and we'll be resuming our efforts in this regard." A full-text copy of the press release is available for free at: https://is.gd/u9lSYC About Dover Downs Owned by Dover Downs Gaming & Entertainment, Inc. (NYSE: DDE), Dover Downs Hotel & Casino(R) is a gaming and entertainment resort destination in the Mid-Atlantic region. Gaming operations consist of approximately 2,500 slots and a full complement of table games including poker. The AAA-rated Four Diamond hotel is Delaware's largest with 500 luxurious rooms/suites and amenities including a full-service spa/salon, concert hall and 41,500 sq. ft. of multi- use event space. Visit http://www.doverdowns.com/ The Company's auditors, KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's credit facility expires on Sept. 30, 2016, and at present no agreement has been reached to refinance the debt. DUPONT YARD: Disclosures Okayed; Plan Hearing on Dec. 7 ------------------------------------------------------- The Hon. John T. Laney, III, of the U.S. Bankruptcy Court for the Middle District of Georgia has approved Dupont Yard, Inc.'s amended disclosure statement dated Oct. 5, 2016, referring to the Debtor's plan of reorganization. A hearing for the consideration of confirmation of the Plan and any objections to confirmation of the Plan will be held on Dec. 7, 2016, at 2:00 p.m. Any objection to confirmation of the Plan must be filed by Dec. 1, 2016. Ballots will be filed on or before Dec. 1, 2016. About Dupont Yard Dupont Yard, Inc., filed a Chapter 11 case (Bankr. M.D. Ga. Case No. 16-70808) on Aug. 1, 2016. The petition was signed by Steve Conner, CEO. The Debtor is represented by Thomas D. Lovett, Esq., at Kelley, Lovett, & Blakey, P.C. The Debtor estimated assets and debts at $1 million to $10 million at the time of the filing. ENERGY TRANSFER: Fitch Assigns 'BB' Rating on Jr Subordinated Debt ------------------------------------------------------------------ Fitch Ratings has affirmed Energy Transfer Partners, LP's (ETP) Long-Term Issuer Default Rating (IDR) and senior unsecured rating at 'BBB-'. ETP's Rating Outlook is Stable. ETP announced that it would be acquiring the general partner and associated incentive distribution rights, as well as 6.3 million common units and 20 million subordinated units in PennTex Energy Partners, LP (PTXP). The common/subordinate unit interests in PTXP represent 65% of the total limited partnership interest in PTXP. Total consideration paid by ETP will be $640 million, paid with 50% ETP common units and 50% cash. The cash portion of the purchase price will be funded with a combination of proceeds from common units recently issued under ETP's At-The-Market program and borrowings under its revolving credit facility. Additionally, in conjunction with the transaction, Energy Transfer Equity, L.P. (ETE, Long-Term IDR 'BB'/Stable Outlook) has agreed to an incentive distribution waiver in the amount of $33 million annually that will run in perpetuity. The transaction is expected to close in the fourth quarter of 2016, subject to customary closing conditions. Fitch views the acquisition to be neutral to ETP's credit profile. PTXP's assets, while limited in size and scale, are complementary to ETP's asset in the regions which will provide some strategic benefits to ETP. PTXP's cash flows are supported by long-term contracts with minimum volume commitments (MVC) which should provide a reasonable amount of cash flow stability to the asset base being acquired. Fitch believes that the transaction itself will not move ETP credit metrics as it has been structured with a favourable equity component and is expected to be a deleveraging transaction for ETP. ETP's Ratings and Outlook reflects the size and scale of ETP's operations which offer both business line diversity and geographic diversity, with operations spanning most major domestic production basins. The affirmation recognizes that ETP's earnings and cash flow should be relatively stable near term even with continued price weakness, driven by an expected 90% of 2016 gross margin derived from fixed-fee contracts. The ratings consider that ETP's adjusted leverage is currently high, ending 2015 at roughly 5.3x based on Fitch's calculations. Fitch calculates ETP's adjusted debt/EBTIDA on a consolidated basis inclusive of Sunoco Logistics Partners, LP (SXL; 'BBB'/Stable Outlook) and cash distributions from unconsolidated affiliates. Fitch expects consolidated adjusted leverage in 2016 to improve slightly but remain high at roughly 5x at year-end 2016 improving to below 5x in 2017 and beyond. Additional concerns include ETP's structural subordination to subsidiary debt and uncertainties resulting from potential future structural changes. The PTXP transaction introduces another publicly traded MLP into ETP and ultimately ETE family increasing the complexity within ETE's portfolio of partnerships. KEY RATING DRIVERS Large Diversified Asset Base: ETP's geographic and business line diversity provide a solid operating asset base and what has been a decent platform for growth within most of the major U.S. production regions. Currently the partnership and its subsidiaries (including SXL) own and operate roughly 62,500 miles of natural gas, crude and natural gas liquids (NGL) pipelines, 65 processing plants, treating plants and fractionators, significant compression, and large-scale, underground liquid and natural gas storage. EBITDA is pretty evenly earned between ETP's various business lines approximately as follows: Interstate Pipelines 20% of EBITDA (at Dec. 31, 2015); Intrastate Pipelines 10%; Midstream 23%; Liquids transport & Services 11%; Crude Oil/Refined Products (SXL) 18%: Retail Marketing 13% (Sunoco LP) and Other (a variety of other business segments but primarily a 33% ownership in PES, a refinery JV with Carlyle group) at 5%. While commodity price exposure and counterparty risks are relatively limited, some of ETP's businesses are subject to both counterparty and volumetric risks, namely the midstream business. The midstream segment is focused on gathering, compression, treating, blending, and processing in several regions across the U.S. With commodity prices remaining relatively low and producers continuing to be mindful of production budgets, production will be challenged in several of ETP's operating regions, but overall its geographic diversity and a rising price deck should help limit volumetric risks. The potential effect on pipeline system utilization and related re-contracting risk resulting from changing natural gas supply dynamics is a longer term concern. Relatively Stable, Consistent Cash Flows: As ETP has grown its large asset base the percentage of gross margin supported by fee-based contracts has gradually increased, with the partnership moving from roughly 76% either fee-based or hedged for 2015 (71% fee/5% hedged) up to 90% expected for in 2016, due in part to new projects coming online with heavy fee-based components. Counterparty exposure is significantly weighted toward investment-grade names, with roughly 88% of ETP's counterparties investment-grade. No single customer accounts for more than 10% of revenue, and its top 20 customers which account for approximately 46% of a total $1.4 billion in unsecured exposure is rated 'BBB' or better with only $28 million in exposure 'BB+' or lower. Moderate Financial Flexibility: ETP has largely met all of its capital needs for 2016 for all of its expected capital spending (including distributions and growth spending). The incentive distribution waivers provided to ETP from ETE will provide retained cash to help fund its capital program. Additionally the pending sale of a portion of its interest in the Bakken projects and the non-recourse project funding has helped to raise capital for ETP's project backlog in a relatively benign way to ETP's balance sheet. Fitch notes that the Bakken projects are currently subject to increased regulatory uncertainty and further potential delays. These uncertainties have the potential to negatively impact ETP's credit profile, particularly, if the sale of the interest in the pipeline does not get completed, though Fitch currently views this potential as remote. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for ETP include: -- Growth spending consistent with management guidance. -- Growth spending declining in 2017-2019. Proceeds from debt and equity issuances will be used to fund spending in a balanced manner to protect the balance sheet. -- Flat distribution in 2016 with slight to moderate distribution growth in outer years. -- Interest in PTXP acquired for $640 million, paid with 50% ETP common units and 50% cash with the acquisition closing before year-end 2016. The cash portion of the purchase price funded with a combination of proceeds from common units and borrowings under its revolving credit facility. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to a positive rating action include: -- A material improvement in credit metrics with ETP adjusted leverage sustained at below 4.0x on a consolidated basis. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- Weakening credit metrics with adjusted consolidated leverage (Debt/Adj. EBITDA) above 5x on a sustained basis would likely lead to a downgrade to 'BB+'; Fitch expects adjusted consolidated leverage for 2016 to be at or slightly above 5.0x, but improve to below 5.0x in 2017 and beyond; -- Continued distribution coverage below 1.0x. Fitch expects 2016 distribution coverage to be at or slightly below 1x improving to above 1.0x in 2017 and beyond; -- Increasing commodity exposure above 30% could lead to a negative rating action if leverage were not appropriately decreased to account for increased earnings and cash flow volatility. LIQUIDITY Liquidity is Adequate. FULL LIST OF RATING ACTIONS Fitch has affirmed the following ratings: Energy Transfer Partners, LP -- Long-Term IDR at 'BBB-'; -- Senior unsecured rating at 'BBB-'; -- Short-Term IDR at 'F3'; -- Commercial Paper at 'F3'. -- Junior subordinated notes at 'BB'. The Ratings Outlook is Stable ENUMERAL BIOMEDICAL: Launches Tender Offer to Amend Warrants ------------------------------------------------------------ Enumeral Biomedical Holdings, Inc. commenced an issuer tender offer with respect to certain warrants to purchase common stock of the Company in order to provide the holders thereof with the opportunity to amend and exercise their warrants upon the terms and subject to the conditions set forth in the Company's tender offer statement on Schedule TO and the related exhibits included therein filed with the U.S. Securities and Exchange Commission on Oct. 28, 2016. The Company is offering to amend, upon the terms and subject to the conditions set forth in the Offering Materials, warrants to purchase an aggregate of 21,549,510 shares of common stock of the Company, consisting of outstanding warrants to purchase 21,549,510 shares of the Company's common stock at an exercise price of $2.00 per share, issued to investors participating in the Company's private placement financing that closed on July 31, 2014. Pursuant to the Offer to Amend and Exercise, the Original Warrants of holders who elect to participate in the Offer to Amend and Exercise will be amended to: (i) receive four shares of common stock for each warrant exercised rather than one, (ii) reduce the exercise price to $0.50 per warrant in cash (or $0.125 per share); (iii) shorten the exercise period so that it expires concurrently with the expiration of the Offer to Amend and Exercise at 5:00 p.m. (Eastern Time) on Nov. 29, 2016, as such expiration date may be extended by the Company in its sole discretion, or as required by applicable law, (iv) delete any price-based anti-dilution provisions; (v) restrict the ability of the holder of shares issuable upon exercise of the Amended Warrants to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of such shares without the prior written consent of the Company for a period of one hundred eighty (180) days after the Expiration Date; and (vi) provide that a holder, acting alone or with others, will agree not to effect any purchases or sales of any securities of the Company in any "short sales" as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended, or any type of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, "put equivalent positions" (as defined in Rule 16a-1(h) under the Exchange Act) or similar arrangements, or sales or other transactions through non-U.S. broker dealers or foreign regulated brokers through the expiration of the Lock-Up Period. The purpose of the Offer to Amend and Exercise is to encourage the amendment and exercise of the Original Warrants by significantly reducing both the exercise price and the exercise period of the Original Warrants and increasing the number of shares of Common Stock issuable upon exercise from one share to four shares. This will provide funds to support the Company's operations, and will also help streamline the Company's capitalization structure. The Company believes that the amendment and exercise of the Original Warrants will assist the Company's growth plans and position the Company to attract new investors in potential future financing transactions. The Offer to Amend and Exercise will also help the Company reduce the warrant liability recorded on its financial statements. The Company's outstanding warrant liability may be an impediment to the Company's longer term goals of pursuing future financing transactions necessary to fund the Company's operations, as well as the pursuit of a listing of its Common Stock on a national securities exchange. Due to the weighted-average anti-dilution provisions contained in the Original Warrants, the Company is required to record a derivative liability on its balance sheet each fiscal quarter for the Original Warrants for so long as they are not exercised and have not expired. In addition, the Company is required to record any change in the value of the Original Warrants on a quarterly basis. The warrant liability is primarily affected by changes in the Company's stock price, which causes the warrant liability to fluctuate as the market price of the stock rises or falls. The warrant liability required to be recorded by the Company may have the adverse effect of substantially reducing the Company's stockholders' equity, which in turn limits the Company's ability to meet certain listing requirements for both the NYSE MKT and NASDAQ exchanges. The Company plans to use the net proceeds from the Offer to Amend and Exercise to fund its ongoing operations and for general working capital purposes. As of June 30, 2016, the Company's cash and cash equivalents were $1,133,819 compared to $3,596,262 at Dec. 31, 2015. During the six months ended June 30, 2016, the Company used $2,343,570 of cash in operations compared to $4,541,089 for the six months ended June 30, 2015. After taking into account the proceeds raised in the Company's offering of 12% Senior Secured Promissory Notes in July 2016, the Company believes it has sufficient liquidity to fund operations through November 2016. Assuming that 50% of the Original Warrants are exercised in the Offer to Amend and Exercise resulting in estimated net proceeds of approximately $4,700,000, the Company anticipates it would have sufficient liquidity to fund operations through June 2017. Holders may elect to participate in the Offer to Amend and Exercise with respect to some, all or none of their Original Warrants. If holders choose not to participate in the Offer to Amend and Exercise, their Original Warrants will remain in full force and effect, as originally issued with an exercise price of $2.00 per share; provided, however, regardless of whether a holder participates in the Offer to Amend and Exercise, such holder may nevertheless consent to the amendment to the Original Warrants to remove the price-based anti-dilution, as provided in the Anti-Dilution Amendment. The Company will agree to amend all Original Warrants held by eligible holders who elect to participate in the Offer to Amend and Exercise, upon the terms and subject to the conditions of the Offer to Amend and Exercise and the accompanying Election to Consent, Participate and Exercise Warrant included with the Offering Materials. In addition, the Company has agreed to enter into a Registration Rights Agreement pursuant to which the Company will file a Registration Statement on Form S-1 to register the resale of the shares of Common Stock issued upon exercise of the Amended Warrants and upon the conversion of the July 2016 Notes, as well as shares underlying warrants issued to the placement agent in connection with the conversion of the July 2016 Notes. Regardless of whether a holder elects to participate in the Offer to Amend and Exercise, the Company is requesting that the holders of the Original Warrants nevertheless consent to the amendment to the Original Warrants to remove the price-based anti-dilution provisions contained in the outstanding Original Warrants. Subject to the joint waiver of the Company and the Warrant Agent, the Offer to Amend and Exercise will not be completed unless the following conditions are satisfied: (i) a minimum of $2,000,000 in gross proceeds is received, and (ii) holders of a majority of the Original Warrants agree to the Anti-Dilution Amendment. If the Company receives the Majority Holders' Consent to the Anti-Dilution Amendment, all of the Original Warrants will be amended such that the price based anti-dilution provision of the Original Warrants will no longer apply without regard to whether such holder provided consent. In addition to the Original Warrants, there are outstanding warrants to purchase an aggregate of 2,000,000 shares of the Company's common stock comprised of warrants issued to the placement agent and its sub-agents in the Company's PPO Unit Offering. The PPO Agent Warrants contain the same type of price-based weighted-average anti-dilution provisions as the Original Warrants. Like the Original Warrants, the terms of each of the PPO Agent Warrants may be amended with the consent of the Company and the holders thereof. In connection with this Offer to Amend and Exercise, the Company shall seek the consent of the holders of the PPO Agent Warrants in order to remove the price-based anti-dilution provisions from such warrants and, in consideration of: (i) the majority of such holders granting such consent, and (ii) the Warrant Agent acting as such, to amend the PPO Agent Warrants to reduce the exercise price from $1.00 to $0.125 per share at the time of and in connection with the completion of the Offer to Amend and Exercise. A full-text copy of the Schedule TO is available for free at: https://is.gd/S9Wq2K Enumeral may use a slide presentation, in whole or in part, from time to time in presentations to potential partners, investors, analysts and others. A copy of the slide presentation is available for free at https://is.gd/0VdD7o About Enumeral Enumeral Biomedical Holdings, Inc., is engaged in the discovery of monoclonal antibodies and other novel biologics for the diagnosis and treatment of cancer, infectious and inflammatory diseases. The Company is currently focused on developing next generation antibodies that are more precise in their effects on tumor- and tissue-inflitrating lymphocyte functions via modulation of regulatory proteins known as checkpoints. As of June 30, 2016, Enumeral had $3.49 million in total assets, $3.31 million in total liabilities and $172,770 in total stockholders' equity. Enumeral reported net income of $3.29 million in 2015 following a net loss of $8.17 million in 2014. Friedman LLP, in New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing the Company's recurring losses which raise substantial doubt about its ability to continue as a going concern. EVOSHIELD LLC: Involuntary Chapter 11 Case Summary -------------------------------------------------- Alleged Debtor: EvoShield, LLC 300 Commerce Boulevard Bogart, GA 30622 Case Number: 16-31159 Type of Business: Manufactures protective sports gear for professional and college sports teams Involuntary Chapter 11 Petition Date: October 31, 2016 Court: United States Bankruptcy Court Middle District of Georgia (Athens) Petitioners' Counsel: Thomas Raymond Walker, Esq. MCGUIREWOODS LLP 1230 Peachtree Street N.E., Suite 2100 Atlanta, GA 30309 Tel: (404) 443-5705 Fax: (404) 443-5599 Email: trwalker@mcguirewoods.com - and - Miles H. Cohn, Esq. CRAIN CATON & JAMES, P.C. 1401 McKinney Street Houston, TX 77010 Tel: 713-752-2323 Email: mcohn@craincaton.com Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Matt Stover Money Owed $65,892 15 Ivy Reach Court Lakesysville, MD 21030 KB3 Interests, LLC Money Owed $328,778 367 Tynebridge Lane Houston, TX 77024 Juanita Markwalter Money Owed $131,511 555 Argonne Drive Atlanta, GA 30305 EXCELLENT PERFORMANCE: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: Excellent Performance aka Excellent Properties, Inc. 4560 Dyer Boulevard Riviera Beach, FL 33407 Case No.: 16-24631 Chapter 11 Petition Date: October 30, 2016 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Hon. Paul G. Hyman, Jr. Debtor's Counsel: Jeffrey M Siskind, Esq. SISKIND LEGAL GROUP 525 S. Flagler Drive #500 West Palm Beach, FL 33401 Tel: (561) 832-7720 Email: jeffsiskind@msn.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Cameron Worth, director/president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. FAIRWAY OUTDOOR: Fitch Affirms 'BB-sf' Rating on Class B Notes -------------------------------------------------------------- Fitch Ratings has affirmed five classes of Fairway Outdoor Funding, LLC secured billboard revenue notes series 2012-1 and 2015-1. The pari passu series 2012-1 and 2015-1 notes are secured by a security interest in all membership interests and limited partnership interests in the issuer and a guaranty of all of the issuer's obligations by the issuer's subsidiaries. Additionally, the notes are secured by a first perfected security interest in all of the issuer's right, title, and interest in and to the billboard assets as well as all income, payments and proceeds of any of the foregoing and all accessions to, substitutions and replacements for, and rents, profits, products, insurance proceeds, confiscation and/or condemnation awards, and any other proceeds from the disposition of any of the foregoing. Billboard assets include all outdoor display assets owned by the issuer to advertise products and services, which assets include, but are not limited to all billboards, digital billboards, permits, licenses, contracts, ground leases, real property, insurance proceeds, and structures as well as any amounts generated from the liquidated assets. As this transaction isolates the assets from the parent company, the ratings reflect a structured finance analysis of the cash flows from advertising structures, not an assessment of the corporate default risk of the ultimate parent. In total, Fairway operates nearly 20,000 billboard faces in 11 divisions in 15 states. KEY RATING DRIVERS Stable Cash Flow and Leverage: Fitch's net cash flow (NCF) on the pool is $36.2 million, implying a Fitch stressed debt service coverage ratio (DSCR) of 1.33x. The debt multiple relative to Fitch's NCF is 7.9x, which equates to a debt yield of 12.7%. Notes Not Secured by Mortgages: The security interest will be perfected by a pledge of the membership interests of the issuer and its subsidiaries and the filing of financing statements under the Uniform Commercial Code (UCC). The issuer will be filing UCCs on the permits and the advertising contracts. The security interest in the equity of the issuer provides the noteholders with the ability to foreclose on the issuer in an event of default. The lack of mortgages is mitigated in this transaction as the value of billboard assets is heavily dependent on non-mortgageable permits and licenses, which have been secured by UCC filings. Additional Notes: Fairway will have the ability to issue additional notes in the future subject to underwriting factors that include, but are not limited to the following: the issuer pro forma interest-only DSCR after such issuance is no less than 2.00x, the issuer pro forma leverage multiple is no greater than 5.1x and 7.1x for class A and class B notes, respectively, and ratings confirmation. As Fitch monitors the transaction, the possibility of upgrades may be unlikely to the provision that allows additional notes. RATING SENSITIVITIES The Stable Outlooks on the series 2012-1 and series 2015-1 notes reflect the stable performance of the portfolio. Upgrades are unlikely as the issuer can issue additional pari passu notes; conversely, downgrades are possible if material economic or asset-level event causes a decline in the transaction's overall portfolio-level metrics. USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G-10 No third-party due diligence was provided or reviewed in relation to this rating action Fitch affirmed the following ratings: -- $17 million series 2012-1 Class A-1* at 'A-sf'; Outlook Stable; -- $155.18 million series 2012-1 class A-2 at 'A-sf'; Outlook Stable; -- $72 million series 2012-1 class B at 'BB-sf'; Outlook Stable; -- $32.59 million series 2015-1 class A-2 at 'A-sf'; Outlook Stable; -- $8.85 million series 2015-1 class B at 'BB-sf'; Outlook Stable. *Variable funding note. FUNCTION(X) INC: Executives Presented at MicroCap Conference ------------------------------------------------------------ Birame N. Sock, the president and chief operating officer, and Julie Gerola, the chief marketing officer, of Function(x) Inc., joined The MicroCap Conference on Tuesday, Oct. 25, 2016, at 3:00 pm EDT in Philadelphia, PA. About Function(x)Inc. Function(x)Inc., formerly known as DraftDay Fantasy Sports Inc., offers a high quality daily fantasy sports experience directly to consumers and to businesses desiring turnkey solutions to new revenue streams. DraftDay Fantasy Sports Inc. is the largest shareholder of DraftDay Gaming Group, with a 44% stake. Sportech owns 35%. By combining and capitalizing on the well-established operational business assets of DraftDay and Sportech, the new DraftDay is well-positioned to become a significant player in the explosive fantasy sports market. DraftDay has paid out over $30 million in prizes with increased player retention and brand loyalty. DraftDay Fantasy Sports also operates MyGuy and Viggle Football both of which offer real-time interactive participation with professional and college football games; Wetpaint, which offers entertainment and celebrity news; and Choose Digital, a digital marketplace platform that allows companies to incorporate digital content into existing rewards and loyalty programs in support of marketing and sales initiatives. As of June 30, 2016, Function(x) had $23.03 million in total assets, $48.21 million in total liabilities, $4.94 million in series C convertible redeemable preferred stock and a $30.11 million total stockholders' deficit. The Company incurred a net loss of $63.68 million for the year ended June 30, 2016, compared to a net loss of $78.53 million for the year ended June 30, 2015. BDO USA, LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2016, citing that the Company has suffered recurring losses from operations and at June 30, 2016, has a deficiency in working capital that raise substantial doubt about its ability to continue as a going concern. On Oct. 24, 2016, the Company entered into waiver agreements with Purchasers holding approximately 75% of the principal amount of the Debentures. Thereafter, the Company entered into waiver agreements with Purchasers holding approximately an additional 12% of the principal amount of the Debentures. As a result, the Company has entered into waiver agreements with respect to the initial amortization payments due under the Debentures with Purchasers holding approximately 87% of the Debentures. FUNCTION(X) INC: Obtains Waiver on Debenture Payments ------------------------------------------------------ Function(x) Inc. on July 12, 2016, closed a private placement of $4,444,444 principal amount of Convertible Debentures and Common Stock Purchase Warrants. The Debentures and Warrants were issued pursuant to a Securities Purchase Agreement, dated July 12, 2016, between the Company and certain accredited investors within the meaning of the Securities Act of 1933, as amended. Upon closing of the Private Placement, the Company received gross proceeds of $4,000,000 before placement agent fees and other expenses associated with the transaction. On Oct. 12, 2016, the first amortization payment in the amount of $444,444, plus accrued interest of approximately $113,580 pursuant to the terms of the Debentures became due and payable to the Purchasers. The Company did not make such payment at the time it was due. On Oct. 24, 2016, the Company entered into waiver agreements with Purchasers holding approximately 75% of the principal amount of the Debentures. Subsequent to the date of the initial report on Form 8-K, the Company entered into waiver agreements with Purchasers holding approximately an additional 12% of the principal amount of the Debentures. As a result, the Company has now entered into waiver agreements with respect to the initial amortization payments due under the Debentures with Purchasers holding approximately 87% of the Debentures. Such waivers are not binding on the remaining Purchasers of the Debentures. Pursuant to the terms of the Waiver, the Purchasers have agreed to waive the payment of the amortization payments and accrued interest due for October 2016 and November 2016. In consideration for waiving the payment terms of the Debentures, the Company has agreed to pay, upon execution of the Waiver, 10% of the Amortization Amount that became due on Oct. 12, 2016, and has agreed to pay on November 12, 2016, 10% of the Amortization Amount due in November 2016. All other amounts will be due and payable in accordance with the terms of the Debentures, with the deferred payments due at maturity. The Company expects to enter into Waiver Agreements with the remaining Purchasers as soon as practicable. Pursuant to the terms of the Debentures, the failure to cure the non-payment of the amortization amount within three trading days after the date such payment was due constitutes an Event of Default. Following the occurrence of an event of default, among other things: (1) at the Purchaser's election, the outstanding principal amount of the Debentures, plus accrued but unpaid interest, plus all interest that would have been earned through the one year anniversary of the original issue date if such interest has not yet accrued, liquidated damages and other amounts owed through the date of acceleration, shall become, immediately due and payable in either cash or stock pursuant to the terms of the Debentures; and (2) the interest rate on the Debentures will increase to the lesser of 18% or the maximum allowed by law. In addition to other remedies available to the Purchasers, the Company's obligation to repay amounts due under the Debentures is secured by a first priority security interest in and lien on all of its assets and property, including its intellectual property, and such remedies can be exercised by the Purchasers without additional notice to the Company. Under the Purchase Agreement, the Company is required to maintain an available cash balance in its commercial bank account or other liquid and available funds of $1,000,000. If the Company is unable to maintain the Minimum Cash Reserve, then Robert F.X. Sillerman, the Company's chairman and chief executive officer, has guaranteed those amounts and has agreed to provide the amounts necessary to make-up the shortfall in the Minimum Cash Reserve within three business days up to an aggregate amount not to exceed $6,000,000. However, the first $5,000,000 of the guaranty shall be provided by drawing down on the Company's Line of Credit with Sillerman Investment Company IV, LLC, an affiliate of Mr. Sillerman. Any remaining amounts, up to a maximum aggregate of $1,000,000 will be provided by Mr. Sillerman. The Company has fallen below the Minimum Cash Reserve for a period of more than three trading days, which constitutes an Event of Default under the Debentures. While the Company is taking steps to secure liquidity so that it can maintain the Minimum Cash Reserve, there can be no assurances it will be able to do so. As a result, the Purchasers of the Debentures have the remedies. The Waivers entered into with some of the Purchasers related to the failure to pay the amortization amounts do not address the failure to maintain the Minimum Cash Reserve. Under the terms of the $3,000,000 Secured Convertible Note issued in connection with the acquisition of Rant, Inc., as previously disclosed on a Form 8-K filed July 13, 2016, a default under other indebtedness owed by the Company constitutes an Event of Default under the Rant Note. As a result of such Event of Default, the holder of the Rant note has the right to accelerate the amounts due (including any interest and penalties) so that they are immediately due and payable. Those amounts are payable under the terms of the Rant Note from any proceeds from a public offering or by converting such amount into shares of common stock of the Company. About Function(x)Inc. Function(x)Inc., formerly known as DraftDay Fantasy Sports Inc., offers a high quality daily fantasy sports experience directly to consumers and to businesses desiring turnkey solutions to new revenue streams. DraftDay Fantasy Sports Inc. is the largest shareholder of DraftDay Gaming Group, with a 44% stake. Sportech owns 35%. By combining and capitalizing on the well-established operational business assets of DraftDay and Sportech, the new DraftDay is well-positioned to become a significant player in the explosive fantasy sports market. DraftDay has paid out over $30 million in prizes with increased player retention and brand loyalty. DraftDay Fantasy Sports also operates MyGuy and Viggle Football both of which offer real-time interactive participation with professional and college football games; Wetpaint, which offers entertainment and celebrity news; and Choose Digital, a digital marketplace platform that allows companies to incorporate digital content into existing rewards and loyalty programs in support of marketing and sales initiatives. As of June 30, 2016, Function(x) had $23.03 million in total assets, $48.21 million in total liabilities, $4.94 million in series C convertible redeemable preferred stock and a $30.11 million total stockholders' deficit. The Company incurred a net loss of $63.68 million for the year ended June 30, 2016, compared to a net loss of $78.53 million for the year ended June 30, 2015. BDO USA, LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2016, citing that the Company has suffered recurring losses from operations and at June 30, 2016, has a deficiency in working capital that raise substantial doubt about its ability to continue as a going concern. GARDEN FRESH: Hires Hilco Real Estate as Real Estate Advisor ------------------------------------------------------------ Garden Fresh Restaurant Intermediate Holding, LLC, et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Hilco Real Estate, LLC as real estate advisor to the Debtors. Garden Fresh requires Hilco Real Estate to: a. meet with the Debtors to ascertain the Debtors' goals, objectives, and financial parameters; b. mutually agree with the Debtors with respect to a strategic plan for restructuring, assigning, or terminating the Leases (the "Strategy"); c. on the Debtors' behalf, negotiate the terms of restructuring, assignment, and termination agreements with third parties and the Landlords under the Leases, in accordance with the Strategy; d. provide written reports periodically to the Debtors regarding the status of such negotiations; e. assist the Debtors in closing the pertinent Lease restructuring, assignment, and termination agreements; and f. on the Debtors' behalf, negotiate the terms of a new lease for a new location to be used by the Debtors in its go- forward operations. Hilco Real Estate will be paid as follows: (a) Restructuring. For each Lease that becomes a Restructured Lease, Hilco shall earn a fee equal to (i) a base fee of $1,500 plus (ii) five percent (5%) of the aggregate Restructured Lease Savings. (b) Assignment/Termination. For each Lease that becomes an Assigned/Terminated Lease, Hilco shall earn a fee equal to the Assigned/Terminated Proceeds multiplied by seven percent (7%). For the avoidance of doubt and notwithstanding in the Agreement to the contrary, no lease that is rejected by the Debtors in a chapter 11 proceeding shall be treated as an Assigned/Terminated Lease or Restructured Lease hereunder, and no fees shall be payable hereunder in connection with any lease that is rejected. (c) New Location. In connection with any lease transaction for a new location for the Debtors, all commissions will be sought to be paid by the property owner or developer. Hilco expects to be paid a market commission for its work on the Debtors' behalf, which shall be no less than four percent (4%) of base rent for the term of the lease. Accordingly, the Debtors agree that they will not Consummate any lease agreement for a new location unless Hilco's commission is agreed to in writing with the prospective owner/developer during the Term of this exclusive relationship; provided, further, in the event such owner/developer does not agree to pay Hilco a commission of at least four percent (4%), the Debtors shall pay such amount (or any deficiency from the agreed rate) to Hilco. Ryan Lawlor, member of Hilco Real Estate, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Hilco Real Estate can be reached at: Ryan Lawlor HILCO REAL ESTATE, LLC 5 Revere Drive, Suite 320 Northbrook, IL 60062 Tel: (847) 714-1288 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. Andrew R. Vara, Acting U.S. Trustee for Region 3, on Oct. 13 appointed five creditors of Garden Fresh Restaurant Intermediate Holdings, LLC, et al., to serve on the official committee of unsecured creditors. GELTECH SOLUTIONS: Appoints Michael Reger Board Chairman -------------------------------------------------------- GelTech Solutions, Inc. appointed Michael Reger, its president and principal shareholder, as a director and Chairman of the Board of Directors on Oct. 24, 2016. Not including the advances made, since Jan. 1, 2015, Mr. Reger has invested a total of $150,000 in the Company and has been issued 656,174 shares of common stock and warrants to purchase 326,087 shares of common stock exercisable at $2.00 per share. In September 2016, the Company and Mr. Reger entered into the Second Amendment to a Secured Revolving Convertible Promissory Note Agreement increasing its credit facility from $5 million to $6 million. Under the agreement, the Company may, with the prior approval of Mr. Reger, receive advances under this agreement. Each advance bears an annual interest rate of 7.5%, is due Dec. 31, 2020, and is convertible at the rate equal to the closing price of the Company's common stock on the day prior to the date the parties agree to the advance. In addition, the Company will issue Mr. Reger two-year warrants to purchase shares of common stock at an exercise price of $2.00 per share. The number of warrants issued equals 50% of the number of shares issuable upon the conversion of the related advance. The agreement is secured by all of the Company's outstanding assets. As of Oct. 27, 2016, Mr. Reger has advanced the Company $5,191,000 at conversion rates ranging from $0.24 to $0.82 per share and has been issued two-year warrants to purchase 6,336,211 shares of common stock exercisable at $2.00 per share Mr. Reger's father, Neil Reger, is also a member of the Company's Board of Directors. About GelTech Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware corporation organized in 2006. The Company markets four products: (1) FireIce(R), a water soluble fire retardant used to protect firefighters, structures and wildlands; (2) Soil2O(R) 'Dust Control', its new application which is used for dust mitigation in the aggregate, road construction, mining, as well as, other industries that deal with daily dust control issues; (3) Soil2O(R), a product which reduces the use of water and is primarily marketed to golf courses, commercial landscapers and the agriculture market; and (4) FireIce(R) Home Defense Unit, a system for applying FireIce(R) to structures to protect them from wildfires. For the year ended June 30, 2015, the Company reported a net loss of $5.51 million on $800,365 of sales compared to a net loss of $7.11 million on $814,587 of sales for the year ended June 30, 2014. As of Dec. 31, 2015, Geltech had $1.96 million in total assets, $6.44 million in total liabilities and a total stockholders' deficit of $4.48 million. The Company's auditors Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has a net loss and net cash used in operating activities in of $2,638,580 and $2,146,501, respectively, for the six months ended Dec. 31, 2015, and has an accumulated deficit and stockholders' deficit of $43,285,883 and $4,482,416, respectively, at Dec. 31, 2015. These matters raise substantial doubt about the Company's ability to continue as a going concern. GEMMA CALLISTE: Hearing on Malachi's Plan Outline Set For Dec. 7 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Columbia has scheduled for Dec. 7, 2016, at 10:30 a.m. the hearing to consider the approval of the disclosure statement dated Oct. 15, 2016, filed by creditor John Malachi for Gemma Calliste. As reported by the Troubled Company Reporter on Oct. 21, 2016, Mr. Malachi filed with the Court a Chapter 11 plan and accompanying disclosure statement for the Debtor. Mr. Malachi's Plan contemplates the sale of real properties owned by the Debtor with the exception of the Debtor's Homestead at 710 19th St. NE, in Washington, D.C. All objections to the disclosure statement must be filed and served prior to the hearing. At least 28 days prior to the hearing date, the proponent of the plan will mail a copy of the Oct. 17 court order and notice to all creditors, equity holders, and other parties in interest and will transmit the Disclosure Statement and Plan to the Debtor, the U.S. Trustee, each committee appointed, any creditors listed as holding claims, the U.S. Securities and Exchange Commission and any party in interest who has requested or requests in writing a copy of the disclosure statement and plan. Headquartered in Bowie, Maryland, Gemma Calliste filed for Chapter 11 bankruptcy protection (Bankr. D.C. Case No. 10-00685) on July 13, 2010, estimating its assets at between $500,001 and $1,000,000 and debts at between $1,000,001 and $10,000,000. The petition was signed by the Debtor. Judge S. Martin Teel, Jr., presides over the case. Jeffrey M. Sherman, Esq., at Jackson & Campbell serves as the Debtor's bankruptcy counsel. GENETICS TECHNOLOGIES: PwC Expresses Concern Doubt -------------------------------------------------- Genetic Technologies Ltd. filed its annual report on Form 20-F, reporting a net loss of $7.15 million on $824,586 of revenue for the fiscal year ended June 30, 2016, compared with a net loss of $8.40 million on $2.01 million of revenue for the year ended June 30, 2015. PricewaterhouseCoopers, in Melbourne, Australia, states that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at June 30, 2016, showed $13.29 million in total assets, $1.41 million in total liabilities, and stockholders' equity of $11.88 million. A complete text of the Form 20-F is available for free at: https://is.gd/lUej4S Genetic Technologies Ltd. is a molecular diagnostics company. The Company is engaged in the provision of molecular risk assessment for cancer. The Company offers predictive testing and assessment tools for physicians to manage women's health. The Company's lead product, BREVAGenplus, is a clinically validated risk assessment test for non-hereditary breast cancer. The Company markets BREVAGenplus to healthcare professionals in breast healthcare and imaging centers, as well as to obstetricians/gynecologists (OBGYNs) and breast cancer risk assessment specialists, such as breast surgeons. The Company operates in Australia, the United States and Switzerland. GIGA-TRONICS INC: Stockholders Elect Six Directors -------------------------------------------------- Giga-tronics Incorporated held its annual meeting of shareholders on Oct. 26, 2016, at which the shareholders: (a) elected Gordon L. Almquist, James A. Cole, Lutz P. Henckels, John R. Regazzi, William J. Thompson and Jamie Weston to the Company's Board of Directors for the ensuing year; (b) ratified the appointment of Crowe Horwath LLP as independent certified public accountants for the fiscal year ending March 26, 2016; and (c) approved on an advisory basis the named executive officer compensation. There were issued and outstanding on Sept. 8, 2016, the record date for the meeting, 9,549,703 shares of Common Stock and an aggregate of 18,534 shares of Convertible Voting Perpetual Preferred Stock eligible to vote. The Convertible Voting Perpetual Preferred Stock, all of which is held by Alara Capital AVI II, LLC, entitles the holder to vote with holders of the Common Stock at the rate of 100 votes per share. Directors Retire On Oct. 26, 2016, Mr. Garrett Garrettson and Mr. Kenneth Harvey, two directors of the Company, concluded their term on the Board and all committees thereof and, as previously announced, did not stand for re-election at the Company's 2016 Annual Meeting of Stockholders. Mr. Garrettson served as chairman of the Board, and as a member of the Nominating and Governance Committee and the Compensation Committee. Mr. Harvey served as a member of the Audit Committee and the Compensation Committee. Messrs. Garrettson and Harvey's decisions to retire from the Board were not the result of any disagreement with the Company. About Giga-Tronics Headquartered in San Ramon, California, Giga-tronics Incorporated includes the operations of the Giga-tronics Division and Microsource Inc. (Microsource), a wholly owned subsidiary. Giga-tronics Division designs, manufactures and markets the new Advanced Signal Generator (ASG) for the electronic warfare market, and switching systems that are used in automatic testing systems primarily in aerospace, defense and telecommunications. As of June 25, 2016, Giga-Tronics had $12.12 million in total assets, $9.17 million in total liabilities and $2.95 million in total shareholders' equity. Going Concern The Company incurred net losses of $4.1 million and $1.7 million in the fiscal years ended March 26, 2016 and March 28, 2015, respectively. These losses have contributed to an accumulated deficit of $24.0 million as of March 26, 2016. The Company has experienced delays in the development of features, orders, and shipments for the new ASG. These delays have significantly contributed to a decrease in working capital from $3.0 million at March 28, 2015, to $1.8 million at March 26, 2016. The new ASG product has now shipped to several customers, but potential delays in the development of features, longer than anticipated sales cycles, or the ability to efficiently manufacture the ASG, could significantly contribute to additional future losses and decreases in working capital. To help fund operations, the Company relies on advances under the line of credit with Bridge Bank. The line of credit expires on May 7, 2017. The agreement includes a subjective acceleration clause, which allows for amounts due under the facility to become immediately due in the event of a material adverse change in the Company's business condition (financial or otherwise), operations, properties or prospects, or ability to repay the credit based on the lender's judgement. As of March 26, 2016, the line of credit had a balance of $800,000, and additional borrowing capacity of $906,000. These matters, the Company said, raise substantial doubt as to its ability to continue as a going concern. GOLFSMITH INT'L: Ombudsman Hires Lowenstein as Counsel ------------------------------------------------------ Cassandra Porter, the duly-appointed consumer privacy ombudsman, in the case of Goldsmith International Holdings, Inc., et al., seeks authority from the U.S. Bankruptcy Court for the District of Delaware to employ Lowenstein Sandler LLP as counsel to the Ombudsman, effective as of October 7, 2016. The Ombudsman requires Lowenstein to: a. investigate any proposed sale or lease of personally identifiable information by the Debtors; b. report to the Court on the information described in Bankruptcy Code section 332; c. appear before the Court in connection with the foregoing; d. provide advice to the Ombudsman on issues of bankruptcy law and procedure, including issues relating to sales under Bankruptcy Code section 363, and the procedures applicable in the bankruptcy Court; and e. represent the Ombudsman in the any other matter that may arise in connection with her service in the Chapter 11 Cases. Lowenstein will be paid at these hourly rates: Partners $550-$1,100 Senior Counsel/Counsel $390-$695 Associates $285-$595 Paralegals/Assistants $110-$290 Lowenstein will also be reimbursed for reasonable out-of-pocket expenses incurred. Cassandra Porter, member of Lowenstein Sandler 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. Lowenstein can be reached at: Cassandra Porter, Esq. Mary J. Hildebrand, Esq. LOWENSTEIN SANDLER, LLP 65 Livingston Avenue Roseland, NJ 07068 Tel: (646) 414-6876 E-mail: cporter@lowenstein.com E-mail: mhildedrand@lowenstein.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 Jan. 1, 2011, the Company operated 75 stores in 21 states and 33 markets. Golfsmith International Holdings, Inc., and 12 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. The Committee hires Cooley LLP as lead counsel, Chaitons LLP as Canadian counsel, Polsinelli PC as Delaware counsel, Province, Inc. as financial advisor, A&G Realty Partners as real estate advisor, Pope Shamsie & Dooley LLP as tax accountants. GRAFTECH INTERNATIONAL: Incurs $23M Net Loss in Sept. 30 Quarter ---------------------------------------------------------------- Graftech International Ltd. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q for the period ended Sept. 30, 2016. For the three months ended Sept. 30, 2016, the Company reported a net loss of $22.96 million on $111.59 million of net sales compared to a net loss of $7.30 million on $74.77 million of net sales for the period from Aug. 15, 2015, through Sept. 30, 2015. For the period from July 1, 2015, through Aug. 14, 2015, the Company reported a net loss of $42.22 million on $51.60 million of net sales. As of Sept. 30, 2016, Graftech had $1.23 billion in total assets, $601.70 million in total liabilities and $636.90 million in total stockholders' equity. The Company believes that it has adequate liquidity to meet its needs. As of Sept. 30, 2016, the Company had cash and cash equivalents of $12.1 million, long-term debt of $364.1 million, short-term debt of $6.5 million and stockholder's equity of $637 million. On April 27, 2016, GrafTech and certain of its subsidiaries entered into an amendment to the Revolving Facility. As a result of the amendment, the size of the Revolving Facility was permanently reduced from $375 million to $225 million. New covenants were also added to the Revolving Facility, including a requirement to make mandatory repayments of outstanding amounts under the Revolving Facility and the Term Loan Facility with the proceeds of any sale of all or any substantial part of the assets included in the Engineered Solutions segment and a requirement to maintain minimum liquidity (consisting of domestic cash, cash equivalents and availability under the Revolving Facility) in excess of $25 million. The covenants were also modified to provide for: the elimination of certain exceptions to the Company's negative covenants limiting the Company's ability to make certain investments, sell assets, make restricted payments, incur liens and incur debt; a restriction on the amount of cash and cash equivalents permitted to be held on the balance sheet at any one time without paying down the Revolving Facility; and changes to the Company's financial covenants so that, until the earlier of March 31, 2019, or the Company has $75 million in trailing twelve month EBITDA, the Company is required to maintain trailing twelve month EBITDA above certain minimums ranging from ($40 million) to $35 million after which the Company's existing financial covenants under the Revolving Facility will apply. A full-text copy of the Form 10-Q is available for free at: https://is.gd/H1DhJS About Graftech Graftech International Ltd. is a manufacturer of a broad range of high quality graphite electrodes, products essential to the production of electric arc furnace steel and various other ferrous and nonferrous metals. * * * As reported by the TCR on March 15, 2016, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Independence, Ohio-based GrafTech International Ltd. two notches to 'CCC+' from 'B'. Draftech carries a Ba3 corporate family rating from Moody's Investors Service. GREAT BASIN: $13.5MM of 2015 Notes Converted to Equity ------------------------------------------------------ Certain holders of the 2015 Notes were issued shares of Great Basin Scientific, Inc. common stock on October 24 through October 28 pursuant to Section 3(a)(9) of the United States Securities Act of 1933, (as amended) in connection with the voluntary reduction under the terms of the exchange agreement dated Oct. 2, 2016, using the alternate conversion price. In connection with the voluntary reduction, the Company issued 14,845,581 shares of common stock upon the conversion of $368,325 principal amount of 2015 Notes at a conversion price of $0.02 per share. On October 24 through October 28 certain holders of the 2015 Notes were issued shares of the Company's common stock pursuant to Section 3(a)(9) of the United States Securities Act of 1933, (as amended) in connection with the voluntary reduction under the terms of the exchange agreement dated Oct. 2, 2016, using the alternate conversion price. These issuances removed the deferral option from previous conversions of the note principal. In connection with the voluntary reduction and the removal of the deferral option, the Company issued 8,534,379 shares of common stock upon to make permanent the previously converted amount of $215,000 principal amount of 2015 Notes at a conversion price of $0.02 per share. As of Oct. 28, 2016, a total principal amount of $13,563,645 of the 2015 Notes has been permanently converted into shares of common stock and a principal amount of $4,142,241 has been converted that is subject to deferrals. $4,394,114 principal remains to be converted, subject to deferrals. A total of $14.8 million of the proceeds from the 2015 Notes has been released to the Company including $4.6 million at closing and $10.2 million from the restricted cash accounts. $3.6 million remains in the restricted accounts to be released to the Company on Nov. 1, 2016, per the terms of the exchange agreement dated Oct. 2, 2016. The Company previously filed an 8-K on Oct. 21, 2016, and reported 71,703,092 shares outstanding therefore as of Oct. 28, 2016, there are 95,083,052 shares of common stock issued and outstanding. In connection with the voluntary reduction using the alternate conversion price, the exercise prices of certain of our issued and outstanding securities were automatically adjusted to take into account the alternate conversion price of the 2015 Notes. The exercise prices of the following securities were adjusted as follows. Series B Warrants As of Oct. 28, 2016, the Company has outstanding Series B Warrants to purchase 36 shares of common stock of the Company. The Series B Warrants include a provision which provides that the exercise prices of the Series B Warrants will be adjusted in connection with certain equity issuances by the Company. The consummation of the Conversions triggers an adjustment to the exercise price of the Series B Warrants. Therefore, during the period of October 24 through Oct. 28, 2016, the exercise price for the Series B Warrants was adjusted from $110,017 to $105,120 per share of common stock. About Great Basin Great Basin Scientific is a molecular diagnostic testing company focused on the development and commercialization of its patented, molecular diagnostic platform designed to test for infectious disease, especially hospital-acquired infections. The Company believes that small to medium sized hospital laboratories, those under 400 beds, are in need of simpler and more affordable molecular diagnostic testing methods. The Company markets a system that combines both affordability and ease-of-use, when compared to other commercially available molecular testing methods, which the Company believes will accelerate the adoption of molecular testing in small to medium sized hospitals. The Company's system includes an analyzer, which it provides for its customers' use without charge in the United States, and a diagnostic cartridge, which the Company sells to its customers. Great Basin reported a net loss of $57.9 million in 2015 following a net loss of $21.7 million in 2014. As of June 30, 2016, Great Basin had $26.09 million in total assets, $87.07 million in total liabilities and a total stockholders' deficit of $60.98 million. Mantyla McReynolds, LLC, in Salt Lake City, Utah, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred substantial losses from operations causing negative working capital and negative operating cash flows. These issues raise substantial doubt about its ability to continue as a going concern. HANCOCK STREET: Court Denies D. Rosenbaum's Admin. Expense Claim ---------------------------------------------------------------- Judge Nancy Hershery Lord of the United States Bankruptcy Court for the Eastern District of New York ruled on two applications for allowance and reimbursement of professional fees and expenses filed by David Rosenbaum, an unsecured creditor of Hancock Street SML LLC, and Trop Spindler LLP, counsel for Hancock. The judge granted Trop Spindler's application in part, and denied Rosenbaum's application in full. After the court confirmed a Chapter 11 plan which allowed for Rosenbaum and other contract vendees to purchase the debtor's properties for which each had previously contracted, Rosenbaum moved for allowance of his counsel's fees of $46,121.25 as an administrative expense. This amount includes $43,417.50 for opposing efforts to dismiss the bankruptcy case and filing a proposed plan and disclosure statement, and $2,703.25 for objecting to the City of New York's proof of claim number 14. Trop Spindler also moved for approval of its fee application in the amount of $106,640, and expenses of $4,508.28 incurred in its representation of Hancock. The U.S. Trustee, the City, and Hancock oppose Rosenbaum's application. Their objections focused on the allegation that Rosenbaum proceeded in the interests of himself and Abraham Grunbaum, an unaffiliated third-party investor who was ineligible to file a plan, rather than those of the estate. In addition, they argued that Rosenbaum's plan was unconfirmable. Regarding the claim objection, the City contended that it filed the claim "in error," and that Rosenbaum's counsel could have resolved the error by simply communicating with the City's counsel. The UST, the City, and creditor JFKYYZ BS6 L.P. (JFK) also opposed Trop Spindler's application. They argued that Trop Spindler's services did not benefit the estate, that Hancock failed to perform its basic duties as debtor-in-possession, and that it failed to obey numerous court orders, among other things. The City further argued that Trop Spindler and Hancock did not cooperate in allowing the City access to Hancock's six residential properties in Brooklyn to determine amounts due for municipal water use, and that this led to a tardy discovery of theft of services. Judge Lord found that Trop Spindler has failed to meet several of the requirements for approval of its fee application, and that a reduction of its fees is therefore required. The judge found as follows: -- First, Trop Spindler sought $5,950 in compensation for services rendered prior to the filing date, and thus its fees must be reduced in that amount. -- Second, several of Trop Spindler's time entries are vague and therefore not in compliance with Eastern District General Order 613. -- Third, Trop Spindler has also "lumped" several of its time entries, totaling $32,200, in violation of the General Order. -- Fourth, the timesheets contain entries for undisclosed individuals, despite the General Order's guideline. Judge Lord also found that, as noted in the objections to Trop Spindler’s fee application, JFK performed the bulk of duties that are typically performed by a debtor-in-possession and that other aspects of Trop Spindler's performance were also deficient. For all of these reasons, Judge Lord concluded that a further reduction is justified, such that the reasonable compensation for services rendered by Trop Spindler is approved in the amount of $30,925. Finally, Judge Lord found that Trop Spindler's expenses are reasonable and properly documented, and granted them in the full amount of $4,508.28. As for Rosenbaum, he contended that he should be entitled to legal fees as an administrative expense under 11 U.S.C. section 503(b). Rosenbaum argued that his legal fees are entitled to administrative priority because of his substantial contribution in the case. Judge Lord, however, held that Rosenbaum has not met his heavy burden of demonstrating that his efforts made a substantial contribution for section 503(b) purposes. The judge found that Rosenbaum's opposition to dismissal of the case, as well as his filing of a plan and disclosure statement, were done primarily for his own benefit rather than that of the estate generally, as Rosenbaum's unapproved plan and disclosure statement did not "directly" or "demonstrably" lead to tangible benefits to the estate. In addition, Judge Lord held that Rosenbaum's contention that his services prevented a dismissal of the case does not demonstrate a substantial contribution. The judge explained tha, at most, Rosenbaum has demonstrated that any benefit resulting from his efforts to oppose dismissal of the case and file his own plan and disclosure statement were merely "incidental," and "ar[ose] from activities the [he] pursued in protecting his . . . own interests," and therefore insufficient to demonstrate a substantial contribution under section 503(b). Judge Lord also added that neither has Rosenbaum demonstrated an entitlement to an administrative claim based on his efforts to expunge the City's lien. This is because Rosenbaum's motion, which the City did not oppose, did not constitute "extraordinary creditor action" that would entitle him to an administrative claim. The judge further noted that Rosenbaum has provided no corroborating testimony from a disinterested party in favor of his application. A full-text copy of Judge Warren's October 17, 2016 order is available at http://bankrupt.com/misc/nyeb1-14-45491-286.pdf David Rosenbaum is represented by: Isaac Nutovic, Esq. NUTOVIC & ASSOCIATES 261 Madison Avenue 26th Floor New York, NY 10016 Debtor is represented by: Gail E. Spindler, Esq. TROP SPINDLER LLP 19-02 Whitestone Expressway Suite 202 Whitestone, NY 11357-3099 City of New York is represented by: Gabriela P. Cacuci, Esq. NEW YORK CITY LAW DEPARTMENT 100 Church Street, 5th Floor New York, NY 10007 Creditor JFKYYZ BS6 L.P. is represented by: Aviva Francis, Esq. Evan M. Newman, Esq. NEWMAN LAW, P.C. 377 Pearsall Avenue Suite C Cedarhurst, NY 11516 Email: afrancis@newmanlawpc.com enewman@newmanlawpc.com United States Trustee is represented by: William Curtin, Esq. Rachel Weinberger, Esq. OFFICE OF THE UNITED STATES TRUSTEE 201 Varick Street, Suite 1006 New York, NY 10014 About Hancock Street SML LLC Hancock Street SML LLC, based in Staten Island, N.Y., filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 14-45491) on October 29, 2014. The Hon. Hershey Lord presides over the case. Gail E. Spindler, Esq. at Trop & Spindler LLP, serves as bankruptcy counsel. In its petition, the Debtor estimated $6 million in both assets and liabilities. The petition was signed by George Armstrong, managing member. I.K.E. ELECTRICAL: Hires Peckar & Abramson as Special Counsel ------------------------------------------------------------- I.K.E. Electrical Corp., seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Peckar & Abramson, P.C. as special counsel to the Debtor. I.K.E. Electrical requires Peckar & Abramson to provide legal representation in connection with defending the Debtor in relation to an action filed against the Debtor in Superior Court of NJ. Peckar & Abramson will be paid at these hourly rates: Partner $450 Associates $285 Paralegals $185 Peckar & Abramson will also be reimbursed for reasonable out-of-pocket expenses incurred. Gerard J. Onorata, member of Peckar & Abramson, 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. Peckar & Abramson can be reached at: Gerard J. Onorata, Esq. PECKAR & ABRAMSON, P.C. 70 Grand Ave. River Edge, NJ 07661 Tel: (201) 343-3434 Fax: (201) 343-6306 About I.K.E. Electrical Headquartered in Closter, New Jersey, I.K.E. Electrial Corporation dba IKE Electrical Corp. filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No. 16-18212) on April 28, 2016, estimating its assets at up to $50,000 and its liabilities at between $1 million and $10 million. The petition was signed by Rebecca S. Adika, president. Judge John K. Sherwood presides over the case. David L. Stevens, Esq., at Scura, Wigfield, Heyer & Stevens, LLP, serves as the Debtor's bankruptcy counsel. IDERA PHARMACEUTICALS: Reports Q3 2016 Financial Results -------------------------------------------------------- Idera Pharmaceuticals, Inc. reported its financial and operational results for the third quarter ended Sept. 30, 2016. Since June 30, 2016, the Company: * Announced positive clinical data from the initial cohorts of the phase 1 dose escalation portion of the Company's ongoing Phase 1/2 clinical trial of intratumoral IMO-2125 in combination with ipilimumab in patients with PD-1 refractory metastatic melanoma; * Presented pre-clinical data updates on both novel mechanism of action and selective targeting of single point mutations with 3rd Generation Antisense (3GA) at the Cold Springs Harbor Laboratory Conference on Regulatory & Non-Coding RNAs conference and the Annual Meeting of the Oligonucleotide Therapeutic Society, respectively; * Received acceptance of an abstract entitled "Reactivating the Anti-tumor Immune Response by Targeting Innate and Adaptive Immunity in a Phase I/II Study of intratumoral IMO-2125 in Combination with Systemic Ipilimumab in Patients with Anti- PD-1 Refractory Metastatic Melanoma” for an oral presentation at the upcoming Society for Immunotherapy of Cancer (SITC) Annual Meeting in November 2016; * Received acceptance of an oral presentation entitled "IMO- 2125, An Investigational intratumoral Toll-Like Receptor 9 Agonist, Modulates the Tumor Microenvironment to Enhance Anti-Tumor Immunity" at SITC Annual Meeting; * Generated estimated net proceeds of $48.9M, after deducting underwriters' discounts and commissions and estimated offering expenses, from a public offering of common stock, including from the partial exercise by the underwriters of their option to purchase additional shares in the offering, which option exercise is expected to close Oct. 28, 2016. The Company believes that, based on its current operating plan, its existing cash, cash equivalents and investments, including the net proceeds from the offering, will enable it to fund its operations into the first quarter of 2018 and continue acceleration and development of key research and clinical development programs; and * Announced increased prioritization of IMO-2125 with plans to initiate two additional multi-center clinical trials in 2017 both as monotherapy and in combination with check-point inhibitors in multiple tumor types. "The third quarter of 2016 was a very productive period for our team at Idera and positions us well to close out the year very strong and carry that momentum into a catalyst rich 2017," stated Vincent Milano, Idera's chief executive officer. "As I noted in late September, we are incredibly energized by the IMO-2125 data we announced in such an early phase of the development and are now mobilized to advance this program rapidly, to potentially alter the lives of other patients who have exhausted all other good options." Continued Milano, "I am also proud of the conduct of our team to complete all the work that was necessary to inform and enable our recent decision to suspend work on the B-cell program, which, while difficult, allows us to redirect additional resources to accelerate the development of IMO-2125. We remain excited for the prospects of dermatomyositis with IMO-8400 and we are looking forward to being in a position to go into greater detail in January on our plans to begin the clinical phases of development with the 3GA platform." Research and Development Program Updates IMO-2125 and IMO-8400 are the Company's lead clinical development drug candidates. IMO-2125 is an oligonucleotide-based agonist of Toll-like receptor (TLR) 9. IMO-8400 is an oligonucleotide-based antagonist of TLRs 7, 8, and 9. The Company also announced, in late 2015, the first two potential development targets from its proprietary 3GA technology platform: NLRP3 (NOD-like receptor family, pyrin domain containing protein 3) and DUX4 (Double Homeobox 4). The Company continues to evaluate these and other potential targets. The Company plans to take the first 3GA candidate into human proof of concept studies in 2017. Toll-like Receptor (TLR) Agonism Immuno-Oncology Program Idera's development program in immuno-oncology is based on the rationale that intra-tumoral injections of IMO-2125, a TLR9 agonist, will activate dendritic cells and modulate the tumor microenvironment to potentiate the anti-tumor activity of checkpoint inhibitors and other immunotherapies. This rationale is supported by pre-clinical data in multiple tumor types. These pre-clinical studies led Idera into a strategic alliance with the University of Texas MD Anderson Cancer Center to evaluate the combination of intratumoral IMO-2125 with checkpoint inhibitors. In late 2015, Idera announced the initiation of a Phase 1/2 clinical trial of intratumoral IMO-2125 in combination with ipilimumab, a CTLA4 antibody, which is being conducted at the University of Texas MD Anderson Cancer Center. This trial is being conducted in patients with relapsed or refractory metastatic melanoma who have failed prior PD-1 therapy. In September 2016, the Company announced positive preliminary clinical data from the initial dosing cohorts in the ipilimumab arm of the dose escalation portion of the trial. The trial has recently been amended to also include the evaluation of the combination of intratumoral IMO-2125 with pembrolizumab, an anti-PD1 antibody, with enrollment in this arm now underway. The Company plans to expand the trial to additional clinical trial sites to conduct the phase 2 portion of the trial. The results announced are summarized as follows: Safety * 10 patients in 3 dosing cohorts (4mg, 8mg and 16mg) were dosed and assessable for safety, as of the September 19, 2016 cutoff date; * IMO-2125 in combination with ipilimumab was being generally well tolerated at all 3 dose levels; * Immune related adverse events have been observed in 3 subjects: 2 responding patients have experienced hypophysitis and 1 patient has discontinued the study due to a recurrence of immune related hepatitis previously observed on pre-study therapy with ipilimumab; * No dose limiting toxicities (DLTs) were identified and the study is currently enrolling at the highest (32mg) dosing cohort in combination with ipilimumab. Clinical activity * 6 patients treated in the first two dosing cohorts (4mg and 8mg) were assessable for initial clinical activity, as of the Sept. 19, 2016, cutoff date; * 3 of the 4 patients with cutaneous melanoma were investigator- assessed responders with one Complete Response (CR) and 2 Partial Responses (PR). Translational observations * Translational data seen through the first two dosing cohorts (4mg and 8mg) were promising relative to the induction of immune responses and consistent with the underlying hypothesis of the mechanism of action; * Detailed information on the translational findings from biopsies taken in the first two dosing cohorts and the relationship of these to clinical response is the subject of an accepted oral presentation on Nov. 11, 2016, at the 2016 Society for Immunotherapy of Cancer (SITC) Annual Meeting by Cara Haymaker, Ph.D., University of Texas, MD Anderson Cancer Center. The Company also announced plans to take another data cut at the end of 2016 and request an End of Phase 1 (EOP) meeting with the U.S. Food and Drug Administration to discuss next steps and the path to a regulatory filing. The Company also anticipates requesting a meeting with the European Medicines Agency (EMA) for scientific advice. Idera also plans to initiate trials to explore IMO-2125 as a monotherapy in multiple tumor types as well as a Phase 2 basket study of IMO-2125 in combination with check point inhibitors in additional tumor types beyond melanoma. Both of these studies are planned to initiate in 2017. Toll-like Receptor (TLR) Antagonism Dermatomyositis Clinical Development Program In late 2015, Idera announced the initiation of a Phase 2 clinical trial of IMO-8400 in patients with dermatomyositis, a rare auto-immune condition, which negatively affects skin and may result in debilitating muscle weakness. TLRs have been reported to play a role in the pathogenesis of the disease. This randomized, double-blind, placebo controlled Phase 2 trial is expected to enroll 36 patients will be conducted at approximately 22 clinical sites worldwide. The Company plans to complete enrollment of this trial by the end of 2017 and have clinical data available in early 2018. B-cell Lymphoma Clinical Development Program In September 2016, Idera announced that the company had suspended the clinical development of IMO-8400 for B-cell lymphomas, including studies in Waldenstroms Macroglobulinemia (WM) and Diffuse Large B-Cell Lymphoma (DLBCL), and planned to explore strategic options in these indications. This decision was based upon the prioritization of the clinical development plans for IMO-2125 and the Company's assessment that the level of clinical activity seen in the WM trial does not support monotherapy, the very slow enrollment rate in DLBCL and the Company's commercial assessment of IMO-8400. IMO-8400 was generally well tolerated at all dose levels evaluated in the studies. Third Generation Antisense Platform (3GA) Idera's proprietary third-generation antisense (3GA) platform technology is focused on silencing the mRNA associated with disease causing genes. Idera has designed 3GA oligonucleotides to overcome specific challenges associated with earlier generation antisense technologies and RNAi technologies. In late 2015, Idera announced the identification of NLRP3 (NOD-like receptor family, pyrin domain containing protein 3) and DUX4 (Double Homeobox 4) as initial gene targets to advance into IND-enabling activities, which will occur throughout 2016. Potential disease indications related to these targets include, but are not limited to, interstitial cystitis, lupus nephritis, uveitis and facioscapulohumeral muscular dystrophy (FSHD). Over the first three quarters of 2016, Idera has generated additional 3GA compounds for a series of additional gene targets, which join NLRP3 and DUX4 as potential gene targets for the first clinical development program. The Company is currently conducting clinical, regulatory and commercial analysis activities and conducting IND-enabling studies. The Company plans to enter the clinic in 2017 for the first clinical development program. These additional compounds will enable the Company to continue to expand its potential future pipeline opportunities for both internal development as well as partnerships in areas outside of Idera’s focus. In August 2016, Idera presented new pre-clinical data demonstrating the novel mechanism of action of the 3GA platform at the Cold Springs Harbor Laboratory Conference on Regulatory & Non-Coding RNAs. Subsequently, Idera presented in September 2016, new pre-clinical data demonstrating how the 3GA platforms unique mechanism of action supports selective targeting of single point mutations as well as a pre-clinical data presentation of 3GA targeting of NLRP3 for the treatment of inflammatory disorders. These presentations were made at the 12th Annual Meeting of the Oligonucleotide Therapeutics Society (OTS). In late 2015, Idera entered into a collaboration and license agreement with GSK to research, develop and commercialize compounds from its 3GA technology for the treatment of undisclosed, selected renal targets. As per the terms of the agreement, Idera received an upfront payment of $2.5 million and is eligible to receive up to approximately $100 million in milestone payments, including the $2.5 million payment, in addition to royalties. Financial Results Third Quarter 2016 Results Net loss for the three months ended Sept. 30, 2016, was $12.9 million, or $(0.10) per basic and diluted share, compared to a net loss of $11.4 million, or $(0.10) per basic and diluted share, for the same period in 2015. Revenue totaled $0.3 million and $0.9 million during the three and nine months ended Sept. 30, 2016, respectively. There was nominal revenue recognized during the corresponding 2015 periods. For the nine month period ended Sept. 30, 2016, the Company's net loss was $39.2 million, or $(0.32) per basic and diluted share, compared to a net loss of $36.6 million, or $(0.32) per diluted share, for the same period in 2015. Research and development expenses for the three months ended Sept. 30, 2016, totaled $9.4 million compared to $7.5 million for the same period in 2015. For the nine month period ended Sept. 30, 2016, research and development expenses totaled $28.8 million compared to $25.1 million for the same period in 2015. General and administrative expense for the three months ended Sept. 30, 2016, totaled $3.9 million compared to $4.0 million for the same period in 2015. For the nine month period ended Sept. 30, 2016, general and administrative expenses totaled $11.6 million compared to $11.7 million for the same period in 2015. As of Sept. 30, 2016, Idera's cash, cash equivalents and investments totaled $53.4 million compared to $87.2 million as of Dec. 31, 2015. In October 2016, the Company completed a public offering of its common stock, generating estimated net proceeds of $48.9M, after deducting underwriters' discounts and commissions and estimated offering expenses, including from the partial exercise by the underwriters of their option to purchase additional shares in the offering, which option exercise is expected to close Oct. 28, 2016. The Company believes that, based on its current operating plan, its existing cash, cash equivalents and investments, including the net proceeds from the offering, will enable it to fund its operations into the first quarter of 2018 and continue acceleration and development of key research and clinical development programs. A full-text copy of the press release is available for free at: https://is.gd/DZtOXi 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. The Company also reported a net loss of $18.2 million in 2013 and $19.2 million in 2012. 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. IEG HOLDINGS: Recurring Losses Raises Going Concern Doubt --------------------------------------------------------- IEG Holdings Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q, disclosing a net loss of $984,549 on $557,551 of total revenues for the three months ended September 30, 2016, compared to a net loss of $1.42 million on $530,267 of total revenues for the same period in 2015. For the nine months ended September 30, 2016, the Company listed a net loss of $3.18 million on $1.63 million of total revenues, compared to a net loss of $4.24 million on $1.33 of total revenues for the same period in the prior year. The Company's balance sheet at September 30, 2016, showed total assets of $8.35 million, total liabilities of $69,436 and stockholders' deficit of $8.28 million. The Company used cash in operations of $2,095,725 during the nine months ended September 30, 2016, compared to $2,948,727 during the nine months ended September 30, 2015, and this decrease is in line with expectations due to the continued growth of the Company's revenue. The Company used cash in investing activities of $1,126,332 during the nine months ended September 30, 2016, compared to $3,256,639 of cash used during the nine months ended September 30, 2015. The decrease in cash used in investing activities is primarily due to a decrease in loans receivable originated. The Company was provided $3,661,050 of net cash from financing activities during the nine months ended September 30, 2016, compared to $7,469,636 during the same period in 2015. The funds were attributable to proceeds from preferred stock and common stock received and was a decrease from the corresponding period in 2015. At September 30, 2016, the Company had cash on hand of $924,552, which when added to budgeted cash inflows from loans receivable repaid and budgeted cash inflows from revenues, is sufficient to meet its operating needs for the next 12 months. The principal conditions/events that raise substantial doubt of the company's ability to meet its obligations are i) the Company has reported recurring losses and ii) the Company has not yet generated positive net cash flows from operations. Without raising additional debt or equity capital, management's plans include reducing advertising costs to significantly reduce loan originations and related loan processing costs. There would also be a significant reduction in consulting and professional fees without additional capital being raised. Management's plans also include utilizing the funds received from loan principal repayments for operating expenses rather than investing in loan origination. In addition, significant core operating costs have been cut from the Company in 2016 including reducing the number of employees from 12 to 7 due to increased automation of loan origination processes and reducing the number of office leases from 4 to 1 in the past quarter as old leases expired. While the Company has sufficient cash on hand at September 30, 2016 combined with anticipated cash flow from loan repayments to continue operations for at least 12 months, the Company intends, over the next 12 months, to seek additional capital via unsecured notes to expand operations and the Company has shown the capacity to raise substantial equity capital over the past few years and, although not the current plan, could seek additional equity capital if required. A full-text copy of the Company's Form 10-Q is available at: https://is.gd/uAtjAg IEG Holdings Corporation provides unsecured consumer loans under the consumer brand "Mr. Amazing Loans." The Las Vegas-based Company originates consumer loans in Alabama, Arizona, California, Florida, Georgia, Illinois, Kentucky, Louisiana, Missouri, Nevada, New Jersey, New Mexico, Oregon, Pennsylvania, Texas, Utah and Virginia. INDIANA FINANCE: Fitch Lowers Rating on PABs to 'B' --------------------------------------------------- Fitch Ratings has downgraded the Indiana Finance Authority's (IFA) private activity bonds (PABs) issued on behalf of I-69 Development Partners LLC (I-69 DP) for the I-69 Section 5 project to 'B' from 'BB'. The bonds remain on Rating Watch Negative. KEY RATING DRIVERS The downgrade reflects continued delays in construction and unresolved disputes between I-69 DP Isolux-Corsan USA (the construction contractor), and the IFA resulting in a limited margin remaining to complete the project by the current Long-Stop date. This culminated in six Notices of Default issued by I-69 DP to the construction contractor, and a Notice of Non-Performance issued by the IFA to the Developer. In particular, Fitch notes that the fifth default, issued on Sept. 26, 2016, pertains to the failure of the contractor to replenish the Letter of Credit (LC) which was drawn upon two weeks prior (Sept. 15, 2016), for a total of $23 million. The subcontractors have now been fully paid, however, the construction contractor has not replenished the LC as required. Based on the current status of the project, it appears that Substantial Completion is unlikely to occur before October 2017 which is the current Long-Stop Date under the concession agreement. Negotiations are underway between all stakeholders with regards to a global solution, which would resolve outstanding disputes including liquidity, timing and scope. Delay risk is further heightened by the financial deterioration of Corsan-Corviam Construccion SA, parent of the construction contractor, Isolux-Corsan USA, whose rating was revised to 'RD' (Restricted Default) from 'C' on Aug. 3, 2016, reflecting the execution of a Distressed Debt Exchange following recent filings for forms of court protection as part of its restructuring plans. It is Fitch's understanding that all items of dispute including project scope, timing, and liquidity are part of the on-going global settlement negotiations. Fitch has revised the Completion Risk Key Rating Driver to Weaker from Midrange reflecting the current state of the project. The other Key Rating Drivers remain unchanged, however, they will be subject to changes should the outcome of the negotiations vary significantly from the original agreement. RATING SENSITIVITIES Negative -- Failure to reach global settlement between parties resulting in a greater likelihood of default under the concession agreement; -- Continued delays, ongoing disputes, inadequate liquidity, and further work suspensions which jeopardize the ability to meet a revised completion date. -- Significant sustained payment deductions being levied against the project company or materially higher costs during the operating period than currently forecast, either of which reducing coverage levels well below current projections, would also place the rating under some pressure. Positive -- Positive rating migration during construction is highly unlikely given completion risk issues facing the project. If the project is successfully completed, positive rating migration back to its previous level will likely occur assuming no material change to the project's operating profile. SUMMARY OF CREDIT On Aug. 8, 2016, Fitch downgraded the IFA's PABs to 'BB' on Rating Watch Negative, which reflected delays in construction and unresolved payment issues between the construction contractor and subcontractors, culminating in two Notices of Default issued by the Developer to the construction contractor, citing failure to promptly pay subcontractors and falling behind on an existing remedial plan. The persistent payment issue between the construction contractor and subcontractors has resulted in the Developer issuing four additional Notices of Default to the construction contractor in September 2016 as follows: (i) Failure to promptly pay subcontractors (20 day cure period), (ii) Filing a temporary restraining order and preliminary injunction against the Developer regarding a draw on the Letter of Credit, (iii) Failure to replace the Letter of Credit (10 day cure period), and (iv) Additional failure to promptly pay subcontractors (20 day cure period) Fitch notes that one Notice of Default pertaining to contractor payment issues had been cured on Aug. 25, 2016, leaving five Notices of Default outstanding. Fitch believes that it is highly unlikely that the contractor will achieve Substantial Completion by June 28, 2017 as previously discussed. Current negotiations are underway to finalize completion dates and ongoing disputes between the IFA, I-69 Development Partners and Isolux-Corsan USA (construction contractor). Based on the revised cash-flow schedule, Isolux is substantially behind the anticipated expenditure curve. Actual drawdowns from April to September 2016, a means Fitch uses to measure construction progress, fell over 60% below the scheduled amount. Actual drawdowns for the month of August were significantly under the scheduled drawdown of $17.7 million. In total, the project is behind the anticipated cumulative drawdown by over $73.4 million, which is almost 24% of the entire contract value. Fitch will continue to monitor progress and assess the outcome of any negotiated settlement when it is finalized. . Unless significant construction progress occurs during this time period, further negative rating action is likely. INFOBLOX INC: Fitch Assigns 'B' IDR; Outlook Stable --------------------------------------------------- Fitch Ratings has assigned these first-time ratings to Infoblox Inc.: -- Long-Term Issuer Default Rating at 'B'; -- 1st-Lien Senior Secured Revolving Credit Facility (RCF) at 'BB-/RR2'; -- 1st-Lien Senior Secured Term Loans at 'BB-/RR2'; -- 2nd-Lien Senior Secured Term Loans at 'CCC+/RR6'. The Rating Outlook is Stable. Fitch's actions affect $800 million of total debt, including the undrawn $50 million RCF. KEY RATING DRIVERS -- Meaningful Market Leadership: Fitch expects Infoblox's market leadership in DDI, which includes domain name services (DNS), dynamic host configuration protocol (DHCP) and internet protocol (IP) address management (IPAM), will continue and support solid operating performance through the intermediate-term. Infoblox has an estimated 50% share of the worldwide DDI software and appliance (excluding DNS security, which was 13% of fiscal 2016 revenue but expected to continue growing rapidly through the intermediate term). The company's leading share and large installed base results in meaningful cumulative intellectual property, including data to support analytics add-on services, customer and industry diversification, research and development (R&D) scale and significant recurring revenue from maintenance and support contracts. -- Maintenance Driven Recurring FCF: Fitch expects growing recurring free cash flow (FCF) from maintenance and support contracts, which have high attach and renewal rates. Maintenance contracts typically are one to three years in duration and drive substantial deferred revenue, supported by incentives for customers entering longer-term contracts. Maintenance and support revenue should grow by high single digits through the intermediate-term, due to high switching costs, product sales growth and increasing complexity. Importantly, Fitch believes there is minimal risk of repaying cash inflows from growing deferred revenue, given the nature and stickiness of maintenance and support services. -- High Intermediate-Term Leverage: Fitch expects Infoblox will remain highly levered over the intermediate term, given positive but modest FCF available for debt reduction. Fitch estimates funds from operations (FFO) adjusted leverage (FFO to debt adjusted for operating leases) is 9.5x, pro forma for the acquisition. Fitch expects small and organically funded tuck-in rather than large acquisitions, leaving the remainder of FCF available for debt reduction. The company has a 50% excess cash flow sweep in the senior secured credit facilities and Fitch expects more than $50 million of annual FCF beyond fiscal 2017, the vast majority of which onshore. As a result, Fitch expects FFO adjusted leverage approaching 7x exiting fiscal 2018 and mid-5x exiting fiscal 2019. -- Significant Product Cyclicality: Fitch expects three to five year product cycles will drive uneven revenue growth for the Product segment, which is comprised of the physical devices providing DDI services and will represent a lower but still significant portion of the overall sales mix. Product refreshes increase density or performance features and drive customer replacement and capacity additions. Fitch expects Product sales in fiscal 2017 will be down by mid-teens after robust growth in fiscal 2015 (+20%) and 2016 (mid-teens). Over the intermediate-term, Fitch expects low single digit growth for the Product segment, driven mainly by expanding relationships with existing customers and tempered by marginal shifts to subscription services. Given faster growing maintenance revenue, Fitch expects Product sales to decline to 40% of total revenue over the intermediate term from 50% in fiscal 2016. -- Secular Tailwinds Drive Growth: Fitch expects increasing complexity will drive growth through at least the intermediate-term. Greater complexity from network automation and development and operations (DevOps), security attacks, hybrid cloud and software defined networking (SDN), all within the context of more users and connected devices will drive explosive URL and IP address growth. DDI market, including that for external authoritative DNS as-a-service (DNSaaS), Service Provider DDI and Enterprise DDI, should grow by at least high single digits through the intermediate-term. Infoblox's mission critical services tie systems together, providing mission critical integration and automation. DNS vector security attacks are increasingly common, supporting demand for Infoblox DNS Security products attach aimed at preventing DNS tunnelling and data exfiltration. -- Threat of Larger Entrants: Fitch believes larger players seeking growth in SDN and security could enter the DDI market via acquisition, potentially weakening Infoblox's operating profile. The DDI market is relatively small but with attractive demand characteristics, particularly for technology providers with more focused DNS product portfolios, focus on unique standards or industry or customer sets. Fitch believes bundling DNS services with a broad set of service offerings and leveraging over global sales footprint could meaningfully impact industry pricing and profitability. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Product revenue declines by mid- to high-teens following the impact of the recent product refresh cycle, followed by flat growth in fiscal 2018. Fitch assumes a next generation product refresh in fiscal 2019. -- Maintenance revenue continues growing in the high single digits, given high attach and renewal rates. -- Subscription DDI and DNS Security grow significantly from a small base to begin meaningfully contributing in fiscal 2019 (approaching 15% of total revenue). -- Deferred revenue balances grow in-line with maintenance and support revenue, supporting cash flow. -- Infoblox achieves cost synergies in the near term resulting in profit margin expansion but sales and marketing expense tick-up in fiscal 2019 to support revenue growth. -- Incremental cost savings from restructuring following the deal close are reinvested. -- Management will use FCF for debt reduction, given expectations that acquisitions will be tuck-in in nature and funded organically. RATING SENSITIVITIES Positive rating action could occur if Fitch expects: -- FCF approaching $100 million, driven by solid revenue and deferred revenue growth, supporting strong DNS Security attach and subscription adoption; and -- Total debt to EBITDA (excluding changes in deferred revenue) approaching 6x and FFO adjusted leverage approaching 5x from voluntary debt reduction and growing profitability. A negative rating action could occur if Fitch expects: -- Meaningfully lower than expected revenue growth from more aggressively priced or competitive service offerings, potentially due to larger competitors entering DDI and leveraging larger sales footprints; or -- No meaningful improvement in FFO adjusted leverage from weak profitability growth resulting in FCF approaching break-even and constraining debt reduction. LIQUIDITY Pro forma the close of acquisition, Fitch believes Infoblox's liquidity is adequate and will consist of: -- $50 million of cash on hand, $11.2 million of which is located outside the U.S.; and -- An undrawn $50 million senior secured RCF expiring 2021. Fitch's expectation for more than $50 million of annual FCF beyond fiscal 2017 also supports liquidity. Pro forma for the transaction, total debt will be $750 and consist of: -- $500 million of senior secured 1st-lien term loans; -- $250 million of senior secured 2nd-lien term loans. On Sept. 16, 2016, Infoblox announced it is being acquired by private equity firm, Vista Equity Partners (Vista), in an all-cash going private transaction valued at approximately $1.3 billion. Vista plans to fund the acquisition with $750 million of debt, $212 million of Infoblox's available cash at closing and $664 million of new equity from Vista. Infoblox's Board of Directors has approved the acquisition and Vista and Infoblox expect the deal will close in the second fiscal quarter ended January 2017, pending customary approvals. Infoblox is a leading provider of mission critical DDI services. In connection with the acquisition, Infoblox will enter into $800 million of credit facilities comprised of $50 million 1st-lien senior secured RCF, which will be undrawn at closing, $500 million of 1st-lien senior secured Term Loans and $250 million of 2nd-lien senior secured Term Loans. The 1st-lien RCF and Term Loans will be secured by a 1st-priority lien on the collateral, which includes substantially all assets of Infoblox and its domestic subsidiaries, which hold the company's intellectual property. The 2nd-lien Term Loans will be secured by a 2nd-priority lien on the collateral. Fitch expects no financial covenants but customary negative covenants for the credit facilities, including limitations on indebtedness, liens, restricted payments and asset sales. FULL LIST OF RATING ACTIONS Infoblox Inc. -- Long-Term Issuer Default Rating (IDR) at 'B'; -- 1st-Lien Senior Secured Revolving Credit Facility (RCF) at 'BB-/RR2'; -- 1st-Lien Senior Secured Term Loans at 'BB-/RR2'; -- 2nd-Lien Senior Secured Term Loans at 'CCC+/RR6'. The Rating Outlook is Stable. INT'L HOUSE OF PRAYER: Hires Richard B. Rosenblatt as Attorney -------------------------------------------------------------- International House of Prayer For All People, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Columbia to employ the Law Offices of Richard B. Rosenblatt, P.C. as attorneys to the Debtor. Int'l House of Prayer requires Richard B. Rosenblatt to: a. give the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession; b. prepare, as necessary, applications, answers, orders, reports and other legal papers filed by the Debtor; c. prepare a Disclosure Statement and Plan of Reorganization; and d. perform all other legal services for the Debtor which may be necessary herein. Richard B. Rosenblatt will be paid at these hourly rates: Richard B. Rosenblatt $350 Linda M. Dorney $350 Other Attorney $295 Paralegal $125 Richard B. Rosenblatt will be paid a retainer in the amount of $5,783. Richard B. Rosenblatt will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard B. Rosenblatt, member of the Law Offices of Richard B. Rosenblatt, 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. Richard B. Rosenblatt can be reached at: Richard B. Rosenblatt, Esq. THE LAW OFFICES OF RICHARD B. ROSENBLATT, PC. 30 Courthouse Square, Suite 302 Rockville, MD 20850 Tel: (301) 838-0098 E-mail: rrosenblatt@rosenblattlaw.com About International House International House of Prayer for All People, Inc., based in Washington, DC, filed a Chapter 11 petition (Bankr. D.C. Case No. 16-00545) on October 19, 2016. Richard B. Rosenblatt, Esq. at the Law Offices of Richard B. Rosenblatt, P.C., serves 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 Monreti Akinleye, vice chairman. INTEGRATED FREIGHT: In Default Under Loans from Hillair et al. -------------------------------------------------------------- Integrated Freight Corporation disclosed in a Form 8-K Filing with the Securities and Exchange Commission that the Company and/or certain of its subsidiaries are in default under various loan and note obligations: In March 2010, Integrated Freight Corporation received a loan from Eric Snyder for $100,000 and, subsequently, an additional $15,000. Both loans were guaranteed by the Company's former CEO and both have been in default since 2011. Snyder filed suit against the Company and its former CEO in Manatee County, FL in December 2015. In May 2016, a final judgment was entered for $231,950. In 2011, as a lender to the Company, Hillair Capital partially funded the Company's acquisition of Cross Creek Trucking and a portion of the Company's working capital requirements via two notes totaling $339,660. Hillair initially sought $1,200,000 in unspecified damages in New York State. In 2014, the Company settled with Hillair for $400,000 payable $100,000 down and $300,000 paid pro rata over the following three year period. Under the court order, the Company became in default of the agreement by its terms. In the event of a default, Hillair's recovery was limited by the Court to $450,000. The Company continues to discuss with Hillair an economic resolution of the matter and has booked the full defaulted amount with interest of $606,736. As a lender, Luberski, Inc. loaned the Company $400,000, via two Notes in 2011. The Company defaulted on both loans and Luberski ultimately received a judgment against one of its subsidiaries. In 2015, the Company and Luberski agreed to economic terms but have not executed contracts regarding the settlement. The Company booked reserves equivalent to the debt outstanding plus interest and fees of $686,905. In January 2013, Robins Consulting, Inc. filed suit against the Company and its former CEO for $572,000 in broker fees related to the acquisition of Cross Creek Trucking and in December 2014 received a judgment. The Company has filed counter claims, and a bill of review to overturn the judgment. In addition, the Company has filed suit against Robins for its role in the failed acquisition of Cross Creek Trucking. The $572,500 in fees is included in the Company's notes payable at March 2016 and, together with accrued interest, is $979,878. As a subsequent event, Robins executed a foreign judgment and received collections, via garnishment, of approximately $50,000. In 2012, Chapman and Associates sued the Company for broker fees related to their introduction of two acquired subsidiaries of the Company and received a judgment for approximately $900,000. In March 2015, the Company and Chapman settled this judgment utilizing a combination of cash and stock. Through March 2016, the Company has paid Chapman 15 million shares of its common stock and $40,000 of the $170,000 cash portion of the settlement. In April 2012, the Company entered into a forbearance agreement with Michael S. DeSimone, former owner of Cross Creek Trucking. As part of the agreement the Company issued a confession of judgment in the amount of $3,745,415 plus accrued interest. The Company agreed to pay $5,000 per month commencing Sept. 1, 2012, but were unable to maintain payments as established under the agreement. At March 2016, the parties agreed to reduce accrued interest and further discussions on settlement. The Nutmeg/Fortuna Fund litigation is a collection action based on a 2008 promissory note and the Company has reserved $175,000. In March 2015 the Company settled with Nutmeg Fortuna utilizing a cash down payment and a short term note. At March 2016, the balance is $167,000. In 2014, a lender funded the Company and provided net proceeds of $195,333. The lender subsequently sued and received a judgment in 2015 due to default under the terms of the agreement. In 2015, the parties agreed to a settlement. Ultimately, the Company became in default of the terms, however, the lender has expressed a willingness to negotiate revised payment terms. At March 2016, the final terms of an agreement have not been reached and the Company carries $195,333 on its books. In 2014 a subsidiary of the Company reached agreement on a three million-dollar ($3,000,000) line of credit with a lender for the purposes of acquiring American Transportation and Logistics as well as other regional truckload motor carriers. The Company's subsidiary drew down $500,000 to fund the acquisition of American Transportation, a carrier in New England. The lender issued a notice of default that became cured and then defaulted in 2015. The Company and the lender are negotiating a settlement of this dispute. In May 2016 the former owners of Smith Systems Transport, a wholly owned subsidiary of the Company, filed suit in the District Court of Lancaster County Nebraska claiming that the September 2008 sale of Smith to the Company should be rescinded. The Company is aggressively defending this case and is confident that it will prevail, as the former owner was a member of our Board of Directors and the President of this wholly owned subsidiary. In May 2016, the Company was made aware of a judgment claim in excess of $8,000,000 with a seller and former manager of a defunct subsidiary. The Company believes the judgment was fraudulently attained and held weekly discussions with counsel for the creditor through July 2016. The Company has booked a reserve of $150,000 relating to this claim. About Integrated Freight Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota, Florida-headquartered motor freight company providing long-haul, regional and local service to its customers. The Company specializes in dry freight, refrigerated freight and haz-waste truckload services, operating primarily in well-established traffic lanes in the upper mid-West, Texas, California and the Atlantic seaboard. IFCR was formed for the purpose of acquiring and consolidating operating motor freight companies. Integrated Freight reported a net loss of $1.43 million on $20.2 million of revenue for the year ended March 31, 2014, compared with net income of $4.81 million on $20.1 million of revenue for the year ended March 31, 2013. As of Dec. 31, 2014, the Company had $4.30 million in total assets, $16.7 million in total liabilities, and a $12.4 million total stockholders' deficit. DKM Certified Public Accountants, in Clearwater, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2014, citing that the Company has significant net losses and cash flow deficiencies. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. KAISER GYPSUM: Future Claimants' Hires Ankura as Consultant ----------------------------------------------------------- Lawrence Fitzpatrick, the Future Claimants' Representative, in the case of Kaiser Gypsum Company, Inc., et al., seeks authority from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Ankura Consulting Group, LLC as claims evaluation consultant to Mr. Fitzpatrick. Mr. Fitzpatrick requires Ankura to: a. estimate the number and value of present and future asbestos personal injury claims and demands; b. provide development of claims procedures to be used in connection with a claims resolution trust; and c. analyze and respond to issues relating to providing notice to personal injury claimants and reviewing such notice procedures. Ankura will be paid at these hourly rates: Senior Managing Directors $500-$750 Managing Directors $450-$500 Senior Directors $400-$450 Directors $350-$400 Senior Associates/Associates $250-$350 Ankura will also be reimbursed for reasonable out-of-pocket expenses incurred. Dr. Thomas Vasquez, member of Ankura Consulting Group, LLC, assured the Court that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, and used in section 327(a) of the Bankruptcy Code. Ankura can be reached at: Dr. Thomas Vasquez ANKURA CONSULTING GROUP, LLC 1220 19th Street, NW, Suite 700 Washington, DC 20036 Tel: (202) 797-1111 About Kaiser Gypsum Kaiser Gypsum Company, Inc. and affiliate Hanson Permanente Cement, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case Nos. 16-31602 and 16-10414) on September 30, 2016. The petitions were signed by Charles E. McChesney, II, vice-president and secretary. At the time of the filing, the companies estimated their assets and liabilities at $100 million to $500 million. Kaiser's principal business consisted of manufacturing and marketing gypsum plaster, gypsum lath and gypsum wallboard. The company has no current business operations other than managing its legacy asbestos-related and environmental liabilities. The company has no material tangible assets. HPCI's primary business was the manufacture and sale of Portland cement products. It is a wholly-owned, indirect subsidiary of non-debtor Lehigh Hanson, Inc. HPCI is the direct parent of Kaiser Gypsum as well as non-debtor Hanson Micronesia Cement, Inc. and non-debtor Hanson Permanente Cement of Guam, Inc., the operating subsidiaries. Non-debtor Permanente Cement Company, which has no assets or operations, is also a wholly-owned subsidiary of HPCI. The Debtors are represented by Rayburn Cooper & Durham P.A. and Jones Day. The Office of the U.S. Trustee on Oct. 14 appointed three creditors to serve on the official committee of unsecured creditors. Lawrence Fitzpatrick has been named as the Future Claimants' Representative. KAISER GYPSUM: Future Claimants' Hires Young Conaway as Attorney ---------------------------------------------------------------- Lawrence Fitzpatrick, the Future Claimants' Representative, in the case of Kaiser Gypsum Company, Inc., et al., seeks authority from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Young Conaway Stargatt & Taylor, LLP as attorney to Mr. Fitzpatrick. Mr. Fitzpatrick requires Young Conaway to: a. provide legal advice with respect to the Future Claimants' Representative's powers and duties as Future Claimants' Representative for the Future Claimants; b. take any and all actions necessary to protect and maximize the value of the Debtors' estates for the purpose of making distributions to Future Claimants and to represent the Future Claimants' Representative in connection with negotiating, formulating, drafting, confirming and implementing a plan of reorganization, and performing such other functions as are set forth in section 1103(c) of the Bankruptcy Code or as are reasonably necessary to effectively represent the interests of the Future Claimants; c. appear on behalf of the Future Claimants' Representative at hearings, proceedings before the Court, and meetings and other proceedings in these chapter 11 cases, as appropriate; d. prepare and file, on behalf of the Future Claimants' Representative, all applications, motions, objections, answers, orders, reports, and other legal papers as may be necessary and as may be authorized by the Future Claimants' Representative in connection with the cases; e. represent and advise the Future Claimants' Representative with respect to any contested matter, adversary proceeding, lawsuit or other proceeding in which the FCR may become a party or otherwise appear in connection with the chapter 11 cases; and f. perform any other legal services and other support requested by the Future Claimants' Representative in connection with the cases. Young Conaway will be paid at these hourly rates: James L. Patton, Jr., Partner $1,135 Edwin J. Harron, Partner $780 Sharon M. Zieg, Partner $660 Sara Beth A.R. Kohut, Counsel $530 Elizabeth S. Justison, $370 Shane M. Reil, Associate $345 Casey S. Cathcart, Paralegal $235 Lisa M. Eden, Paralegal $210 During the 90-days before the Petition Date, Young Conaway received and placed into a trust account $100,000 from the Debtors as a retainer for Mr. Fitzpatrick and Young Conaway. Mr. Fitzpatrick was paid $5,498.70 from the retainer as compensation for pre-petition fees of $5,300 and expenses of $198.70, and Young Conaway was paid $30,756.53 from the retainer as compensation for pre-petition fees of $30,079.50 and expenses of $677.03. Young Conaway will also be reimbursed for reasonable out-of-pocket expenses incurred. Edwin J. Harron, member of Young Conaway Stargatt & Taylor, 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 (a) are not creditors, equity security holders or insiders of the Debtor; (b) have not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) do not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Young Conaway can be reached at: James L. Patton, Jr., Esq. Edwin J. Harron, Esq. Sharon M. Zieg, Esq. Sara Beth A.R. Kohut, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: jpatton@ycst.com eharron @ycst.com szieg@ycst.com skohut@ycst.com About Kaiser Gypsum Kaiser Gypsum Company, Inc. and affiliate Hanson Permanente Cement, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case Nos. 16-31602 and 16-10414) on September 30, 2016. The petitions were signed by Charles E. McChesney, II, vice-president and secretary. At the time of the filing, the companies estimated their assets and liabilities at $100 million to $500 million. Kaiser's principal business consisted of manufacturing and marketing gypsum plaster, gypsum lath and gypsum wallboard. The company has no current business operations other than managing its legacy asbestos-related and environmental liabilities. The company has no material tangible assets. HPCI's primary business was the manufacture and sale of Portland cement products. It is a wholly-owned, indirect subsidiary of non-debtor Lehigh Hanson, Inc. HPCI is the direct parent of Kaiser Gypsum as well as non-debtor Hanson Micronesia Cement, Inc. and non-debtor Hanson Permanente Cement of Guam, Inc., the operating subsidiaries. Non-debtor Permanente Cement Company, which has no assets or operations, is also a wholly-owned subsidiary of HPCI. The Debtors are represented by Rayburn Cooper & Durham P.A. and Jones Day. The Office of the U.S. Trustee on Oct. 14 appointed three creditors to serve on the official committee of unsecured creditors. Lawrence Fitzpatrick has been named as the Future Claimants' Representative. KAISER GYPSUM: Futures Rep Hires Hull & Chandler as Local Counsel ----------------------------------------------------------------- Lawrence Fitzpatrick, the Future Claimants' Representative, in the case of Kaiser Gypsum Company, Inc., et al., seeks authority from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Hull & Chandler, P.A. as local counsel to Mr. Fitzpatrick. Mr. Fitzpatrick requires Hull to: a. provide legal advice with respect to the Future Claimants' Representative's powers and duties as Future Claimants' Representative for the Future Claimants; b. take any and all actions necessary to protect and maximize the value of the Debtors' estates for the purpose of making distributions to Future Claimants and to represent the Future Claimants' Representative in connection with negotiating, formulating, drafting, confirming and implementing a plan of reorganization, and performing such other functions as are set forth in section 1103(c) of the Bankruptcy Code or as are reasonably necessary to effectively represent the interests of the Future Claimants; c. appear on behalf of the Future Claimants' Representative at hearings, proceedings before the Court, and meetings and other proceedings in these chapter 11 cases, as appropriate; d. prepare and file, on behalf of the Future Claimants' Representative, all applications, motions, objections, answers, orders, reports, and other legal papers as may be necessary and as may be authorized by the Future Claimants' Representative in connection with the cases; e. represent and advise the Future Claimants' Representative with respect to any contested matter, adversary proceeding, lawsuit or other proceeding in which the FCR may become a party or otherwise appear in connection with the chapter 11 cases; and f. perform any other legal services and other support requested by the Future Claimants' Representative in connection with the cases. Hull will be paid at these hourly rates: Felton Parrish $425 Attorneys $250-$425 Paralegals $100 Hull will also be reimbursed for reasonable out-of-pocket expenses incurred. Felton Parrish, member of Hull & Chandler, 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 (a) are not creditors, equity security holders or insiders of the Debtor; (b) have not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) do not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Hull can be reached at: Felton E. Parrish, Esq. HULL & CHANDLER, P.A. 1001 Morehead Square Drive, Suite 450 Charlotte, NC 28203 Tel: 704-375-8488 Fax: 704-375-8487 E-mail: fparrish@lawyercarolina.com About Kaiser Gypsum Kaiser Gypsum Company, Inc. and affiliate Hanson Permanente Cement, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case Nos. 16-31602 and 16-10414) on September 30, 2016. The petitions were signed by Charles E. McChesney, II, vice-president and secretary. At the time of the filing, the companies estimated their assets and liabilities at $100 million to $500 million. Kaiser's principal business consisted of manufacturing and marketing gypsum plaster, gypsum lath and gypsum wallboard. The company has no current business operations other than managing its legacy asbestos-related and environmental liabilities. The company has no material tangible assets. HPCI's primary business was the manufacture and sale of Portland cement products. It is a wholly-owned, indirect subsidiary of non-debtor Lehigh Hanson, Inc. HPCI is the direct parent of Kaiser Gypsum as well as non-debtor Hanson Micronesia Cement, Inc. and non-debtor Hanson Permanente Cement of Guam, Inc., the operating subsidiaries. Non-debtor Permanente Cement Company, which has no assets or operations, is also a wholly-owned subsidiary of HPCI. The Debtors are represented by Rayburn Cooper & Durham P.A. and Jones Day. The Office of the U.S. Trustee on Oct. 14 appointed three creditors to serve on the official committee of unsecured creditors. Lawrence Fitzpatrick has been named as the Future Claimants' Representative. KEY ENERGY: Sullivan, Cleary & Morris Representing Ad Hoc Committee ------------------------------------------------------------------- Sullivan & Cromwell LLP, Cleary Gottlieb Steen & Hamilton LLP, and Morris, Nichols, Arsht & Tunnell LLP filed with the U.S. Bankruptcy Court for the District of Delaware a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure in connection with their representation of the Ad Hoc Committee of Supporting Noteholders comprised of the holders and investment advisors or managers of the holders of: (a) $611,686,000 in principal amount of 6.75% Senior Notes due 2021 issued by Key Energy Services, Inc., pursuant to that certain Indenture dated as of March 4, 2011, by and among Key, the guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee; (b) $119,883,334 in term loans outstanding under that certain Term Loan and Security Agreement dated as of June 1, 2015, by and among Key, as borrower, the guarantors named therein and the lenders, and (c) 500,000 shares of Key's existing common stock. In January 2016, certain members of the Supporting Noteholders Committee retained S&C in connection with a reorganization involving Key and its direct and indirect subsidiaries.2 From time to thereafter, certain additional Supporting Noteholders have joined the Supporting Noteholders Committee. In February 2016, the Supporting Noteholders Committee, with the exclusion of Soter Capital, LLC, retained Cleary in connection with a reorganization involving Key and its direct and indirect subsidiaries. In August 2016, the Supporting Noteholders Committee retained MNAT to serve as Delaware counsel in connection with a reorganization involving Key and its direct and indirect subsidiaries. As of the date of this Verified Statement, Counsel represents only the Supporting Noteholders Committee and does not represent or purport to represent any entities other than the Supporting Noteholders Committee in connection with the Debtors' Chapter 11 cases. In addition, the Supporting Noteholders Committee does not represent or purport to represent any other entities in connection with the Debtors' Chapter 11 cases. The members of the Supporting Noteholders Committee hold disclosable economic interests or act as investment managers or advisors to funds and accounts that hold disclosable economic interests in relation to the Debtors. In accordance with Bankruptcy Rule 2019 and based upon information provided to Counsel by each member of the Supporting Noteholders Committee, the list of the names, addresses and the nature and amount of all disclosable economic interests of each member of the Supporting Noteholders Committee in relation to the Debtors is available at: https://is.gd/YAs20x Although the members of the Supporting Noteholders Committee have Hired S&C, Cleary and MNAT to represent their interests as holders of Senior Notes and Term Loans, as the case may be, each member of the Supporting Noteholders Committee makes its own decisions as to how it wishes to proceed and does not speak for, or on behalf of, any other creditor, including one another or the other members of the Supporting Noteholders Committee in their individual capacities. Upon information and belief formed after due inquiry, none of S&C, Cleary or MNAT holds any claim against, or interests in, the Debtors or their estates, other than claims for fees incurred in representing the Supporting Noteholders Committee. The Counsel for the Ad Hoc Committee of Supporting Noteholders can be reached at: Robert J. Dehney, Esq. Eric D. Schwartz, Esq. Andrew R. Remming, Esq. Andrew J. Roth-Moore, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 North Market Street P.O. Box 1347 Wilmington, DE 19899-1347 Tel: (302) 658-9200 Fax: (302) 658-3989 E-mail: rdehney@mnat.com eschwartz@mnat.com aremming@mnat.com aroth-moore@mnat.com -- and -- Michael H. Torkin, Esq. David J. Jakus, Esq. SULLIVAN & CROMWELL LLP 125 Broad Street New York, NY 10004 Tel: (212) 558-4000 Fax: (212) 558-3588 E-mail: torkinm@sullcrom.com jakusd@sullcrom.com -- and -- Sean A. O'Neal, Esq. Humayun Khalid, Esq. CLEARY GOTTLIEB STEEN & HAMILTON LLP One Liberty Plaza New York, NY 10006 Tel: (212) 225-2000 Fax: (212) 225-3999 E-mail: soneal@cgsh.com hkhalid@cgsh.com About Key Energy Headquartered in Houston, Texas, Key Energy, Inc., claims to be the largest domestic onshore, rig-based well servicing contractor based on the number of rigs owned. The Company, which currently has approximately 2,900 employees, provides a full range of well services to major oil companies, foreign national oil companies and independent oil and natural gas production companies including Chevron Texaco Exploration and Production. Key was organized in April 1977 and commenced operations in July 1978 under the name National Environmental Group, Inc. In December 1992, the Company's name was changed to "Key Energy Group, Inc." and then was subsequently changed to "Key Energy Services, Inc." in December 1998. The Debtors own approximately 880 rigs of various sizes, approximately 2,500 trucks and similar vehicles, and thousands of pieces of other equipment related to their businesses. The Debtors also own more than 135 pieces of real estate, including, among other things, various permitted disposal wells for disposal of saltwater and other fluid byproducts. In addition, the Debtors own certain patents and other intellectual property. Each of Misr Key Energy Investments, LLC, Key Energy Services, Inc., Key Energy Services, LLC, and Misr Key Energy Services, LLC, filed a voluntary petition under Chapter 11 of the Bankruptcy Code on Oct. 24, 2016 (Bankr. D. Del. Proposed Lead Case No. 16-12306). Key's other domestic and foreign subsidiaries are not part of the bankruptcy filing. As of the second quarter of 2016, the Company had approximately $1.13 billion in total assets and approximately $1 billion in aggregate funded debt. As of the date of the Petition Date, the Debtors hold approximately $29.8 million in encumbered, unrestricted cash. The Debtors currently have approximately $13.4 million of trade debt and other debt owed to general unsecured creditors, as disclosed in court papers. The Debtors have hired Sidley Austin LLP as general bankruptcy counsel; Young, Conaway, Stargatt & Taylor, LLP, as Delaware counsel; PJT Partners LP as investment bankers; Alvarez and Marsal North America, LLC, as financial advisors; and Epiq Bankruptcy Solutions, LLC, as notice, claims, solicitation and voting agent. KIRK'S FRAMING: Hires Debra J. Hawkins as Accountant ---------------------------------------------------- Kirk's Framing, Inc., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to employ Debra J. Hawkins, CPA, LLC as accountant to the Debtor. Kirk's Framing requires Debra J. Hawkins to: a. prepare the Debtor's monthly operating reports; and b. prepare other financial reports, accounting reconciliation, income tax preparation, and other tax consulting. Debra J. Hawkins will be paid at the hourly rate of $100 to prepare the Debtor's monthly operating reports. Debra J. Hawkins will be paid a flat monthly fee of $405 to prepare other financial reports, accounting reconciliation, income tax preparation, and other tax consulting. Debra J. Hawkins, member of Debra J. Hawkins, CPA, 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. Debra J. Hawkins can be reached at: Debra J. Hawkins DEBRA J. HAWKINS, CPA, LLC 8833 Spring Harvest Lane E Jacksonville, FL 32244 About Kirk's Framing Inc. Kirk's Framing Inc. filed a chapter 11 petition (Bankr. M.D. Fla. Case No. 3:16-bk-03390-JAF) on September 6, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Thomas C. Adam, Esq. The Debtor is a Florida corporation based in Orange Park, Florida. The Debtor is in the business of design and construction of wood framing of residential real properties in Clay, Duval, St. Johns and Nassau counties. The Debtor's services include floor joist, roof, steps, and zipwall installations. LADERA LLC: RWN1H-DL to Auction Property on November 29 ------------------------------------------------------- RWN1H-DL 122nd Street LLC has engaged Eastdil Secured LLC to offer for sale at public auction these property: All right, title and interest of Ladera Parent LLC, in and 100% of the limited liability company membership interests in Ladera LLC, together with all of the other "collateral" as such term is defined in that certain amended and restated pledge and security agreement dated as of Aug. 28, 2015, made by Ladera Parent in favor of RN1H-DL. The sale will take place at 10:00 a.m., on Nov. 29, 2016, at the offices of Greenberg Traurig LLP, 200 Park Avenue, New York, New York. Prospective bidders may obtain additional information by visiting the website at: https://www.eastdilsecured.com/offerings/public/THW16/300West122ndStreet.htm or by contacting: Jean Celectin, Jr. Managing Director Eastdil Secured 40 West 57th, 2nd Floor New York, New York 10019 Tel: 212-315-7200 Fax: 212-315-3502 Email: ES300122@eastdilsecured.com LEGACY RESERVES: Inks $300MM Loan Agreement with Cortland Capital ----------------------------------------------------------------- Legacy Reserves LP entered into a Term Loan Credit Agreement among the Partnership, as borrower, Cortland Capital Market Services LLC, as administrative agent and second lien collateral agent, and the lenders party thereto, providing for term loans up to an aggregate principal amount of $300 million. GSO Capital Partners L.P. and certain funds and accounts managed, advised or sub-advised, by GSO are the initial lenders thereunder. The Second Lien Term Loans are secured on a second lien priority basis by the same collateral that secures the Partnership's Credit Agreement and are unconditionally guaranteed on a joint and several basis by the same wholly owned subsidiaries of the Partnership that are guarantors under the Partnership's Credit Agreement. The Partnership used the initial $60 million of gross loan proceeds from its Second Lien Term Loan to repay outstanding indebtedness and pay associated transaction expenses. Additional Second Lien Term Loans up to an aggregate amount of $240 million are available at the Partnership's discretion for twelve months following the date of the Second Lien Term Loan Credit Agreement. The Second Lien Term Loans under the Second Lien Term Loan Credit Agreement will be issued with an upfront fee of 2% and bear interest at a rate of 12.00% per annum payable quarterly in cash or, prior to the 18 month anniversary of the Second Lien Term Loan Credit Agreement, the Partnership may elect to pay in kind up to 50% of the interest payable. The Second Lien Term Loans may be used for general corporate purposes and for the repayment of outstanding indebtedness, in any case as may be approved by the Partnership and GSO (or the Majority Lenders in the event that GSO and its managed, advised or sub-advised funds hold no Second Lien Term Loans). For the first 24 months following the effective date of the Second Lien Term Loan Credit Agreement, GSO may not assign more than 49% of the Second Lien Term Loans without the Partnership's consent. The Second Lien Term Loan Credit Agreement matures on Aug. 31, 2021; provided that, if on July 1, 2020, the Partnership has greater than or equal to a face amount of $15,000,000 of the Senior Notes outstanding on the date the Second Lien Term Loan Credit Agreement was entered into (or any other senior notes with a maturity date that is earlier than Aug. 31, 2021), the Second Lien Term Loan Credit Agreement will mature on Aug. 1, 2020. The Second Lien Term Loan Credit Agreement contains customary prepayment provisions and make-whole premiums. The Partnership will pay a quarterly fee of 0.250% on the average daily amount of the unused commitments under the Second Lien Term Loan Credit Agreement. The Second Lien Term Loan Credit Agreement contains various covenants that limit our ability to: * incur indebtedness; * make certain loans, acquisitions, capital expenditures and investments; * make cash distributions; * enter into certain leases; * grant certain liens; * enter into certain hedging agreements; * merge, consolidate or allow any material change in the character of our business; * engage in certain asset dispositions, including a sale of all or substantially all of our assets; or * reinvest the proceeds of asset dispositions. The Second Lien Term Loan Credit Agreement also contains covenants that, among other things, require the Company to maintain specified ratios or conditions as follows: * not permit, beginning with the fiscal quarter ending June 30, 2017, the ratio of the sum of (i) the net present value using NYMEX forward pricing, discounted at ten percent per annum, of the Partnership's proved developed producing oil and gas properties, (ii) the net mark to market value of the Partnership's swap agreements and (iii) the Partnership's cash and cash equivalents to Secured Debt to be less than 1.0 to 1.0; * not permit, as of the last day of any fiscal quarter beginning with the fiscal quarter ending Dec. 31, 2018, the Partnership's ratio of Secured Debt as of such day to EBITDA for the four fiscal quarters then ending to be greater than 4.50 to 1.00; * within 60 days after the date of the Second Lien Term Loan Credit Agreement, enter into hedging transactions covering at least 75% of the projected oil and natural gas production from Proved Developed Producing Properties for each month until the two year anniversary of the Second Lien Term Loan Credit Agreement; * the Partnership is required to mortgage 95% of the total value of all of its Oil and Gas Properties set forth in the most recently evaluated Reserve Report and grant a mortgage on certain identified undeveloped acreage in the Permian Basin; and * require the Partnership to grant a perfected security interest in its cash and securities accounts, subject to certain customary exceptions. EBITDA is defined as net income (loss) plus (i) interest expense, (ii) expense for income and income based taxes paid or accrued, (iii) depreciation, depletion, amortization, accretion and impairment, including without limitation, impairment of goodwill, (iv) reasonable transaction expenses and fees in connection with permitted financing, acquisition and divestiture activities, in an aggregate amount not to exceed $5,000,000 in any four fiscal quarter period, (v) minimum payments earned in excess of overriding royalty interests and (vi) any non-cash items associated with (a) mark to market accounting related to derivatives or investments, (b) equity compensation and/or (c) any gains or losses attributable to writeups or writedowns of assets, including ceiling test writedowns; less, all non-cash items increasing net income, all on a consolidated basis. In connection with the Second Lien Term Loan Credit Agreement, GSO has been granted a right to participate in up to 50% of certain future debt and equity offerings of the Partnership prior to the maturity date of the Second Lien Term Loan Credit Agreement. Further, a customary intercreditor agreement was entered into by Wells Fargo Bank, National Association, as priority lien agent, and Cortland Capital Markets Services LLC, as junior lien agent and acknowledged and accepted by the Partnership and the subsidiary guarantors. If an event of default exists under the Second Lien Term Loan Credit Agreement, subject to the terms of the Intercreditor Agreement, the lenders will be able to accelerate the maturity of the Second Lien Term Loan Credit Agreement and exercise other rights and remedies. Eighth Amendment to Credit Agreement Effective Oct. 25, 2016, the Partnership entered into an amendment to its secured Third Amended and Restated Credit Agreement dated as of April 1, 2014, as amended, and filed on Form 8-K on April 2, 2014, with Wells Fargo Bank, National Association, as administrative agent and certain other financial institutions party thereto as lenders. The Eighth Amendment amends certain provisions set forth in the Credit Agreement to, among other items: * permit the issuance and use of the Second Lien Term Loans pursuant to the Second Lien Term Loan Credit Agreement; * reduce the borrowing base from $630 million to $600 million; * not permit, as of the last day of any fiscal quarter beginning with the fiscal quarter ending Dec. 31, 2018, the Partnership's ratio of Secured Debt as of such day to EBITDA for the four fiscal quarters then ending to be greater than 4.50 to 1.00; * not permit, as of the last day of any fiscal quarter, the Partnership's ratio of EBITDA for the four fiscal quarters then ending to Interest Expense for such period to be less than 2.00 to 1.00; * not permit, beginning with the fiscal quarter ending June 30, 2017, the ratio of the sum of (i) the PDP PV-10, (ii) the net mark to market value of the Partnership's swap agreements and (iii) the Partnership's cash and cash equivalents to Secured Debt to be less than 1.0 to 1.0; * increase the percentage of the total value of the Partnership's Oil and Gas Properties required to be subject to a mortgage to 95% of the value or the most recently evaluated Reserve Report and grant a mortgage on certain identified undeveloped acreage in the Permian Basin; * require the Partnership to grant a perfected security interest in its cash and securities accounts, subject to certain customary exceptions; and * allow the Partnership to hedge on an unsecured basis with counterparties who (or whose credit support provider) have an issuer rating or whose long term senior unsecured debt rating of BBB-/Baa3. Director Nomination Agreement On Oct. 25, 2016, Legacy Reserves GP, LLC, the general partner of the Partnership, entered into the Director Nomination Agreement, by and among the General Partner and GSO. Pursuant to the Director Nomination Agreement, the size of the Board of Directors of the General Partner will be increased from eight members to nine members and the resulting vacancy will be filled with an individual designated by GSO to serve on the Board. D. Dwight Scott will serve as the initial designated director, subject to approval and appointment by the Nominating, Governance and Conflicts Committee and the Board. Mr. Scott is expected to serve as the Designated Director for an initial term that will expire at the 2017 annual meeting of the Partnership's unitholders or upon his death, disability or resignation, whichever is earliest, and will be nominated to continue as the Designated Director unless GSO chooses a successor Designated Director. Mr. Scott is senior managing director of Blackstone Group L.P. and Head of GSO's Energy business. The Director Nomination Agreement will terminate upon the earlier to occur of the Maturity Date of the Second Lien Term Loan Credit Agreement and the date on which there are no Second Lien Term Loans outstanding and all commitments under the Second Lien Term Loan Credit Agreement are terminated. About Legacy Reserves Headquartered in Midland, Texas, Legacy Reserves is focused on the acquisition and development of oil and natural gas properties primarily located in the Permian Basin, East Texas, Rocky Mountain and Mid-Continent regions of the United States. The Company's primary business objective has been to generate stable cash flows to allow it to make cash distributions to its unitholders and to support and increase quarterly cash distributions per unit over time through a combination of acquisitions of new properties and development of its existing oil and natural gas properties. As of June 30, 2016, Legacy Reserves had $1.40 billion in total assets, $1.51 billion in total liabilities and a total partners' deficit of $116.11 million. Legacy Reserves incurred a net loss attributable to unitholders of $720.54 million in 2015, a net loss attributable to unitholders of $295.33 million in 2014 and a net loss attributable to unitholders of $35.27 million in 2013. * * * As of Sept. 30, 2016, S&P Global Ratings said that it lowered its corporate credit rating on Legacy Reserves L.P. to 'CCC' from 'B-'. The rating outlook is negative. The downgrade reflects S&P's expectation that the borrowing base on Legacy's revolving credit facility could be lowered substantially at its redetermination in October. Legacy Reserves carries a Caa3 corporate family rating from Moody's Investors Service. LEGACY RESERVES: S&P Assigns 'CCC' Rating on New $300MM Loan ------------------------------------------------------------ S&P Global Ratings said it assigned a 'CCC' issue-level rating to Legacy Reserves L.P.'s new $300 million second-lien term loan. The recovery rating is '4', reflecting S&P's expectation for average (30% to 50%, upper half of the range) recovery in the event of default. At the same time, S&P lowered its issue-level rating on the company's existing 6.625% and 8% senior unsecured notes to 'CC' from 'CCC-' and revised the recovery to '6', reflecting S&P's expectations of negligible (0% to 10% recovery) in the event of default, from '5'. The rating actions on Legacy are in conjunction with the Oct. 25, 2016, announcement that the company has completed a second-lien term loan agreement with GSO Capital Partners L.P. to provide an aggregate amount of up to $300 million. Advances under the second-lien term loan will be issued with an upfront fee of 2% bear interest of 12% per year and mature, subject to certain conditions, on Aug. 31, 2021. In addition, Legacy has entered into an amendment to its revolving credit agreement to permit the second-lien term loan and includes a reduction of the borrowing base to $600 million from $630 million. RATINGS LIST Legacy Reserves L.P. Corporate credit rating CCC/Negative/-- New Ratings Legacy Reserves L.P. $300 million sr secd 2nd-lien term ln CCC Recovery rating 4H Issue-Level Rating Lowered; Recovery Rating Revised To From Legacy Reserves L.P. Legacy Reserves Finance Corp. Senior unsecured CC CCC- Recovery rating 6 5L LIBERTY ASSET: Hires Tisdale & Nicholson as Special Counsel ----------------------------------------------------------- Liberty Asset Management Corporation, seeks authority from the U.S. Bankruptcy Court for the Central District of California to employ Tisdale & Nicholson LLP as special banking and regulatory counsel to the Debtor. The Debtor has an interest in 20 million shares of stock in Saigon National Bank which has recently changed its name to California International Bank, N.A. The Bank is a local community bank whose stock trades, in limited amounts, on the Pink Sheets. Prior to the bankruptcy filing, certain disputes developed between the Bank and Lucy Gao, who was the registered holder of the Stock prior to a court approved transfer to the estate, which appears to interfere with the ability to sell the Stock at fair market value. T&N served as counsel for Ms. Gao pre-petition in connection with the Stock and the dispute with the Bank. Liberty Asset requires Tisdale & Nicholson to: a. advise the Debtor and its estate with respect to the formal transfer of the Stock from Ms. Lucy Gao to the Debtor; b. advise the Debtor and its estate with respect to any banking or regulatory requirements, including reporting; c. assist the Debtor and the estate in securing replacement certificates or other evidence of ownership of the Stock; d. assist the Debtor and the estate in connection with legal issues that may arise relating to the sale and disposition of Stock; e. assist the Debtor and the estate in analyzing claims and causes of action against the Bank, including its current and former management, with respect to the initial issuance of the Stock, and actions taken which violated the rights of the holder(s) of the Stock; f. commence and defend actions, as may be appropriate in connection with the Stock and the Bank; and g. take such further and additional actions as may be necessary and requested by the Debtor with respect to the Stock, the Bank and matters related thereto. Tisdale & Nicholson will be paid at these hourly rates: Jeffrey A. Tisdale $500 Attorney $225-$600 Paralegal $150-$225 Tisdale & Nicholson will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey A. Tisdale, member of Tisdale & Nicholson 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. Tisdale & Nicholson can be reached at: Jeffrey A. Tisdale, Esq. TISDALE & NICHOLSON LLP 2029 Century Park East, Suite 900 Los Angeles, CA 90067 Tel: (310) 286-1260 Fax: (310) 286-2351 About Liberty Asset West Covina, California-based Liberty Asset Management Corporation filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 16-13575) on March 21, 2016. David B. Golubchik, Esq., at Leven Neale Bender Yoo & Brill LLP, represents the Debtor in its restructuring effort. The Debtor estimated assets at $100 million to $500 million and debts at $50 million to $100 million. The petition was signed by Benjamin Kirk, CEO. The Office of the U.S. Trustee on April 27 appointed three creditors of Liberty Asset Management Corp. to serve on the official committee of unsecured creditors. The committee is represented by Jeremy V. Richards, Esq., John D. Fiero, Esq., Gail S. Greenwood, Esq., and Victoria A. Newmark, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California. Development Specialists Inc. serves as the Committee's financial advisor. LIQUIDMETAL TECHNOLOGIES: Raises $63.4MM from Hong Kong Firm ------------------------------------------------------------ Liquidmetal Technologies, Inc. finalized the additional closing pursuant to its previously disclosed Securities Purchase Agreement, dated March 10, 2016, with Liquidmetal Technology Limited, a Hong Kong company owned by Professor Lugee Li. At the additional closing, the Company issued and sold to Investor an aggregate of 300,000,000 shares of Company's common stock for an aggregate purchase price of $55,000,000, comprised of 200,000,000 shares at $0.15 per share and 100,000,000 shares at $0.25 per share. As a result of the additional closing, Investor has completed its entire investment into the Company in the aggregate amount of $63.4 million as contemplated by the Securities Purchase Agreement. The Company has appointed Professor Li as Chairman of the Board and added two new members to the Company's Board of Directors, Mr. Isaac Bresnick and Mr. Vincent Carrubba. As a result of the foregoing appointments, Mr. Abdi Mahamedi resigned as Chairman and was appointed as Vice Chairman of the Board and Mr. Robert Howard-Anderson resigned from the Board of Directors. In addition, Mr. Robert Howard-Anderson resigned from the Board of Directors effective as of the date of the Additional Closing. Mr. Howard-Anderson's resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. In connection with Mr. Howard-Anderson's resignation, his previously issued options to purchase 1,210,000 shares of Company common stock were amended to accelerate the vesting of such options and permit him to exercise his options through the third anniversary of termination. Professor Li is also the Chairman and majority shareholder of EONTEC, a global manufacturing company headquartered in Hong Kong with manufacturing plants in China. It specializes in new material development, such as bulk metallic glasses and medical grade magnesium for implants. EONTEC possesses a full set of mass production capabilities for zirconium based amorphous alloys, including material refining, tooling, and machining, surface treatment, as well as equipment and machine building capabilities for making large parts out of bulk metallic glass. "Our investment in LQMT is complete and we can now fully incorporate EONTEC's capabilities with LQMT's focus on production of high-performance parts, allowing LQMT to address a broad range of market opportunities from automotive, medical and industrial customers. I am truly excited for the future and look forward to the possibilities," said Professor Li. "Professor Li's unique expertise in metallurgical and materials engineering and manufacturing is a substantial resource for the company's Board of Directors and its vision and direction. Professor Li is exceptionally qualified to take on the role of Chairman and I look forward to supporting him and the Board for future success," said Mr. Mahamedi. Mr. Steipp, Company's CEO added; "The closing of the financing transaction and collaboration with EONTEC will provide us with the platform and resources necessary to establish Liquidmetal as a global force in the revolutionary amorphous alloy solutions and to fast-track the market development of its core technologies. EONTEC and Liquidmetal each bring significant capabilities to this partnership and we look forward to an exciting 2017 and beyond." Additional information is available for free at: https://is.gd/L6CXIQ About Liquidmetal Technologies Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies, Inc., and its subsidiaries are in the business of developing, manufacturing, and marketing products made from amorphous alloys. Liquidmetal Technologies markets and sells Liquidmetal(R) alloy industrial coatings and also manufactures, markets and sells products and components from bulk Liquidmetal alloys that can be incorporated into the finished goods of its customers across a variety of industries. The Company also partners with third- party licensees and distributors to develop and commercialize Liquidmetal alloy products. Liquidmetal reported a net loss and comprehensive loss of $7.31 million on $125,000 of total revenue for the year ended Dec. 31, 2015, compared to a net loss and comprehensive loss of $6.55 million on $603,000 of total revenue for the year ended Dec. 31, 2014. As of June 30, 2016, Liquidmetal had $11.1 million in total assets, $5.74 million in total liabilities and $5.36 million in total shareholders' equity. SingerLewak LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, stating that the Company has suffered recurring losses from operations, has negative cash flows from operations and has an accumulated deficit. This raises substantial doubt about the Company's ability to continue as a going concern. MATTHEW HALPER: Court Denies Approval of Disclosure Statement ------------------------------------------------------------- The Hon. John K. Olson of the U.S. Bankruptcy Court for the Southern District of Florida has denied without prejudice approval of Matthew Halper and Jeselie Halper's disclosure statement. As reported by the Troubled Company Reporter on Sept. 20, 2016, the Debtors on Aug. 30 filed with the Court a plan to exit Chapter 11 protection. Under the proposed plan, Nissan Infinity, the only Class 4 general unsecured creditor, will be paid its claim of $3,215 in full. Matthew Halper and Jeselie Halper filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 15-18297). The Debtors are represented by Chad T. Van Horn, Esq., at Van Horn Law Group, P.A. MILLAR WESTERN: Moody's Cuts Corporate Family Rating to Caa1 ------------------------------------------------------------ Moody's Investors Service downgraded Millar Western Forest Products Ltd's (Millar Western) corporate family rating (CFR) to Caa1 from B3, probability of default rating (PDR) to Caa1-PD from B3-PD, and senior unsecured notes to Caa2 from Caa1. The speculative grade liquidity rating was raised to SGL-3 from SGL-4 and the rating outlook remains negative. "Millar Western's ratings downgrade reflects our view that the company's capital structure is untenable, with leverage above 10x, coverage below 1x, and little opportunity to improve those metrics before the revolver matures in 2018," said Ed Sustar, Moody's Senior Vice President. Downgrades: Issuer: Millar Western Forest Products Ltd. -- Probability of Default Rating, Downgraded to Caa1-PD from B3-PD -- Corporate Family Rating, Downgraded to Caa1 from B3 -- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2 (LGD4) from Caa1 (LGD4) Ratings Raised: -- Speculative Grade Liquidity Rating, raised to SGL-3 from SGL-4 Outlook Actions: Issuer: Millar Western Forest Products Ltd. -- Outlook, remains Negative RATINGS RATIONALE Millar Western's Caa1 CFR primarily reflects Moody's expected high leverage of over 10x and weak interest coverage of less than 1x as earnings grow slightly over the next 12 to 18 months. Absent significant EBITDA expansion or debt reduction, which Moody's does not expect, Millar Western's capital structure is untenable, increasing the likelihood of a default via a distress exchange or creditor protection filing. The rating also considers the company's small revenue base and lack of operating diversity with just one pulp mill and two sawmills (all located in Alberta) and the significant exposure to the volatile and fragmented lumber and market pulp industry. The company has adequate liquidity (SGL-3) over the 12 months to June 2017, with C$9 million of cash (as of June 2016) and full availability on a C$50 million revolving credit facility (matures July 2018) to fund our expectation of about C$5 million of cash consumption and about C$6 million of debt maturities over the next 12 months. In addition, we anticipate that the company will use its cash and draw a portion of its revolving credit facility to fund the majority of the company's log harvesting and hauling which occur in the winter months (typically building up a log inventory valued at about $30 million in the first quarter of the year). The company is expected to remain in compliance with its financial covenants (current ratio above 1.5x) over the next 12 months. The negative rating outlook reflects the challenges in both the pulp and lumber industry which will limit the company's ability to de-lever and successfully refinance its debt (revolver due in July 2018 and Notes due in Apri 29l21) , and the potential of a negotiated debt restructuring in advance of these dates, which would be a default. The ratings could be downgraded if it becomes more likely that Millar Western will not be able to refinance its debt prior to maturity (revolver matures July 2018 and bonds mature April 2021), expectations of sustained cash consumption or a substantive worsening of business conditions. A rating upgrade would require the maintenance of adequate liquidity, positive free cash flow generation, and a sustained recovery in pulp or lumber markets that improve the company's profitability such that Millar Western is able to maintain adjusted debt/EBITDA below 6x (24x LTM June 2016). The principal methodology used in these ratings was Global Paper and Forest Products Industry published in October 2013. Millar Western is a privately-held producer of lumber and pulp, headquartered in Edmonton, Alberta, Canada. NADLER & DARWISH: Unsecureds To Be Paid 10% Under Ch. 11 Plan ------------------------------------------------------------- Nadler & Darwish LLC filed with the U.S. Bankruptcy Court for the District of Massachusetts a disclosure statement referring to the Debtor's plan of reorganization. Class Three, which consists of all unsecured claims against the Debtor, is impaired under the Plan. The general unsecured claims are in the approximate sum of $215,000. The Debtor will pay the total of $21,500 to the class. Three claimants will get four annual installments of $5,375 with an initial distribution of $5,375 on the Effective Date following confirmation of the Plan, to be distributed pro rata among the unsecured claims in Class Three and thereafter, on the anniversary of the Effective Date of confirmation for an additional three installments. The Debtor estimates that these payments will result in a dividend of approximately 10%. On confirmation, all property of Debtor, tangible and intangible, including, without limitation, licenses, furniture, fixtures and equipment, will revert, free and clear of all claims and interests except as provided herein, to the Debtor. The Debtor will pay the claims from its operations post-confirmation. The Debtor estimates that on the Effective Date the funds to be distributed are approximate $25,000 to satisfy the first payment due to the Class One and Class Two creditors, the initial distribution to the Town of Randolph and the initial dividend distribution payment to the general unsecured claimants, sums due, if any to the U.S. Trustee and payment of the administrative claims of counsel to the Debtor. The Debtor expects to have sufficient cash on hand to make the payments required on the Effective Date through the contribution of new value by the equity interest holders as well as rental revenue from the tenants who will occupy the Debtors premises. All quarterly disbursement fees accrued prior to confirmation will be paid in full, on or before the date of confirmation of the Debtor's plan, by the Debtor or any successor to the Debtor. All Quarterly Fees which accrue post-confirmation will be paid in full on a timely basis by the Debtor or any successor to the Debtor prior to the Debtor's case being closed, converted or dismissed. The Plan provides for the Debtor to retain its building located at 967-975 North Main Street, Randolph, Massachusetts, while restructuring its obligations to its creditors. The Disclosure Statement is available at: http://bankrupt.com/misc/mab16-12820-61.pdf The Plan was filed by the Debtor's counsel: Nina M. Parker, Esq. Parker & Associates 10 Converse Place Winchester, Massachusetts 01890 Tel: (781) 729-0005 E-mail: nparker@ninaparker.com About Nadler and Darwish Nadler and Darwish, LLC, has maintained its business operating as a building owner and property manager as well as other enterprises. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D.Ma. Case No. 16-58964) on July 24, 2016. The Hon. Melvin Hoffman presides over the case. Parker & Associates represents the Debtor as counsel. In its petition, the Debtor estimated $1 million toÃ‚ $10 million in both assets and liabilities. The petition was signed by Erna Jean-Louis, manager. NAKED BRAND: Issues $112,000 Convertible Note to CEO ---------------------------------------------------- Naked Brand Group Inc. entered into a subscription agreement with Carole Hochman, the Company's chief executive officer and chairwoman of the board of directors, pursuant to which Hochman as Investor purchased and the Company issued a convertible promissory note in the initial principal amount of $112,000. The Note was issued and sold for cash at a purchase price equal to 100% of its principal amount in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder. The Company may, from time to time, sell additional Notes in the same series. The Note will bear interest at a rate of 9% per annum payable upon the earliest to occur of (i) the liquidation and dissolution of the Company pursuant to a plan of complete liquidation or (ii) Dec. 31, 2017, unless earlier converted, redeemed or repurchased. The Note constitutes a general unsubordinated obligation of the Company and is guaranteed by the Company. In the event the Company consummates an equity financing resulting in gross proceeds to the Company of at least $1,000,000, excluding the proceeds to the Company from the purchase of the Note, the entire unpaid principal amount of the Note and all accrued unpaid interest thereon will automatically convert, at the initial closing of such financing, into equity securities issued at the price per security issued in such Qualified Financing and on the same terms and conditions that apply to the Qualified Financing Securities. In the event the Company consummates an equity financing that is not a Qualified Financing, then the holder of the Note may, in its sole discretion, convert the Outstanding Balance at the initial closing of such Subsequent Financing into the equity securities issued at the Conversion Price and on the same terms and conditions that apply to the securities issued in such Subsequent Financing. In the event of a "Sale Transaction", the Outstanding Balance will automatically convert, with no further action by the holder of the Note, into shares of the Company's common stock at a conversion price that is equal to the enterprise value of the Company, as established by the consideration payable in the Sale Transaction, so as to permit the holder to receive the cash, securities or other property to which the holder would be entitled in the Sale Transaction on account of the holder's ownership of the shares of common stock. The Note is subject to customary events of default, upon the occurrence of which all payments on the Note may become immediately due. As a condition to the issuance of any shares of common stock other securities of the Company upon conversion of the Note, the holder must become a party to such other agreements and instruments, as reasonably requested by the Company. 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 Jan. 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. NETSMART INC: Moody's B3 CFR Unaffected by Loan Increase -------------------------------------------------------- Moody's Investors Service said Netsmart, Inc.'s B3 Corporate Family Rating, B2 senior secured first lien ratings, Caa2 senior secured second lien rating and the stable outlook are unaffected by the proposed $40 million first lien term loan increase (pro forma about $434 million) to acquire HealthMEDX. NISKA GAS: S&P Assigns 'BB-' CCR, Outlook Stable ------------------------------------------------ S&P Global Ratings said it assigned its 'BB-' long-term corporate credit rating to Niska Gas Storage Partners L.P. The outlook is stable. At the same time, S&P Global Ratings raised its issue-level rating on the senior unsecured debt of subsidiaries Niska Gas Storage Ltd. and Niska Gas Storage Canada Finance Corp. to 'B+' from 'CCC+'. The '5' recovery rating on the debt, which is unchanged, reflects S&P's expectation of modest recovery (10%-30%; in the upper half of the range) in a default scenario. S&P Global Ratings also raised its corporate credit rating on Niska Gas Storage Partners LLC to 'BB-' from 'B-', then withdrew the rating, because the company was replaced with the L.P. with this transaction. "The rating action reflects the completion of Niska's acquisition by Brookfield Infrastructure Fund II L.P," said S&P Global Ratings credit analyst Gerry Hannochko. Niska is now a private subsidiary of the fund (BIF). As part of the acquisition, BIF acquired about 62% of Niska's senior notes and had extended a US$50 million credit facility to the company, of which approximately US$48 million has been drawn. BIF has exchanged both of these for deeply subordinated promissory notes. S&P treats these notes as equity, because they mature beyond existing senior notes, they are not transferrable without equity control, and S&P believes that Brookfield will not exercise any creditor rights to the detriment of the existing senior noteholders. This has improved the company's leverage, which S&P expects to fall to less than 4.5x by year-end. S&P assesses Niska's business risk profile as weak given its exposure to the volatility inherent in natural gas market fundamentals, dependence on seasonal natural gas spreads for profitability, and exposure to contract renewal risk. The company's year-end 2016 (March 31) results were weak. These highlighted declining profitability due to low seasonal storage spreads, and dependence on weather for optimization revenue. Prices of natural gas and seasonal storage spreads have stabilized somewhat, supporting profitability over the next few quarters. S&P assess the financial risk profile assessment on Niska as aggressive because reduced debt and improved seasonal spreads have materially improved forecast financial metrics. As part of the refinancing of the company's debt, Niska plans to issue a US$150 million term loan. S&P forecasts fiscal 2017 adjusted-funds from operations (AFFO)-to-debt of 16.6% and debt-to-EBITDA of 4.3x. The stable outlook reflects S&P Global Ratings expectation that debt-to-EBITDA will remain about 4.5x over our 12-18 month outlook horizon, with improved year-over-year EBITDA contribution through a high proportion of fixed long- and short-term gas storage contracts. S&P believes an upgrade during its 12-18 month outlook horizon would require debt-to-EBITDA declining and staying below 3.75x, which could be due to significant improvements in optimization storage contract margins, or further deleveraging. S&P could lower the ratings if debt-to-EBITDA worsens to more than 4.75x. This could occur if natural gas storage spreads contract in the future, leading to lower EBITDA contribution. NOTIS GLOBAL: Signs $3.3MM Note Purchase Deal with Magic Farms -------------------------------------------------------------- Notis Global, Inc. filed with the Securities and Exchange Commission an amended Current Report on Form 8-K/A solely to describe a letter agreement dated Sept. 30, 2016, among the Company, the Subsidiaries and Magic Farms, LLC (the "Investor") entered into in connection with a Securities Purchase Agreement. On Sept. 30, 2016, the Company entered into a securities purchase agreement with Magic Farms, LLC pursuant to which two wholly-owned subsidiaries of the Company, EWSD I, LLC and Pueblo Agriculture Supply and Equipment, LLC agreed to jointly sell, and the Investor agreed to purchase, an aggregate of up to $3,349,599 in subscription amount of convertible secured promissory notes (plus the Magic Farms Subscription Amount of $1,431,401, which was tendered with the first tranche of the Securities Purchase Agreement) in seven tranches. The Investor's commitment to purchase the New Notes may, at the option of the Investor be reduced by up to $700,000 for monies raised by the Company or the Subsidiaries. The Magic Farms Note Subscription Amount refers to $1,431,401 of 10% convertible notes of the Company previously issued to Redwood Management, LLC pursuant to that certain Securities Purchase Agreement among Redwood, the Company and the Subsidiaries, dated on or about June 30, 2016. The debentures issued pursuant to the July SPA were subsequently assigned to the Investor and were tendered for cancellation to the Company for the Magic Farms Subscription Amount portion of the New Notes. The New Notes accrue interest at a rate of 5% per annum and are issued at a 40% discount to purchase price. Therefore, if each of the seven tranches described below are fully funded, the Company would receive cash in the aggregate of $1,983,599 in exchange for the issuance of New Notes with a face value of $3,349,599 in principal to be repaid to the Investor. The first New Note issued in the first tranche under the Securities Purchase Agreement was for an original purchase price of $1,881,401 (representing the Magic Farms Note Subscription Amount of $1,431,401 plus $450,000 funded purchase price) and an original principal amount of $2,633,961. The New Notes may be prepaid inclusive of interest of the greater of one year or the current amount of time that the New Note has been outstanding. The funding of New Notes under the Securities Purchase Agreement are as follows: The first tranche of up to $539,306 (of which $450,000 has been funded and $89,306 remains outstanding) plus the Magic Farms Note Subscription Amount, the second tranche of up to $100,000 (of which $35,000 has been funded and $65,000 remains outstanding) being closed upon on or about Oct. 1, 2016, the third tranche of up to $208,424 being closed upon on or about Oct. 17, 2016, the fourth tranche of up to $100,000 being closed upon on or about Nov. 1, 2016, the fifth tranche of up to $188,818 being closed upon on or about Nov. 15, 2016, the sixth tranche of up to $182,051 being closed upon on or about Dec. 15, 2016, and the seventh tranche of up to $665,000, the closing of which is contingent upon, among other things, the purchase of a parcel of land located at 212 39th Ln, Pueblo CO 81006 referred to as "Farm #2", upon terms and conditions that are satisfactory to the Investor and the assignment of a 20% ownership interest in that certain 320-acres of agricultural land in Pueblo, Colorado and Farm #2 to the Investor. Upon retirement of the New Notes, the Company or its Subsidiaries or affiliates as applicable, shall assign 20% of their respective ownership interest in the Farm and Farm #2 to the Investor. The Company and Ned Siegel, Jeffrey Goh, and Clinton Pyatt, each an executive officer of the Company or member of the Company's Board shall enter into management contracts with the Company upon terms and subject to conditions that are reasonably acceptable to the Investor. Furthermore, the Company shall pay to the Investor as partial repayment of the New Notes or other indebtedness at the end of each calendar month: (a) Out of the first $1,000,000 in the aggregate of combined revenues received from all sources, including, without limitation, any revenue from any legal settlement, judgment, or other legal proceeding, received of the Company and all of its Subsidiaries net of any payments to an 'outside farmer', 80% of the Combined Revenues, except to the extent the Combined Revenues are from a Legal Matter, in which event, the percentage shall be 50%. (b) Out of the second $1,000,000 in the aggregate of Combined Revenues, 70% of the Combined Net Revenues, except to the extent the Combined Revenues are from a Legal Matter, in which event, the percentage will be 50%. (c) Out of any Combined Revenues in excess of $2,000,000, 60% of the Combined Net Revenues, except to the extent the Combined Revenues are from a Legal Matter, in which event, the percentage shall be 50%. (d) Upon full satisfaction of the New Notes, 60% of the Combined Net Revenues will be used to redeem any outstanding indebtedness owed to the Investor. (e) The foregoing amounts may, at the Investor's option, be reduced to allow EWSD to meet its overhead not to exceed $120,000 per month plus a maximum of $100,000 per month to the Company beginning Jan. 15, 2017. (f) The Company will be permitted to enter into one or more agreements with third parties to allocate to such third parties up to no more than 20% of the Combined Net Revenues. Any such agreements shall reduce the percentage of the Combined Net Revenues to be paid by the Companies to the Investor. The Company agreed to use commercially reasonable efforts to amend the Subordination Agreement to reflect the issuance of New Notes to the Investor within 14 days of the date of the Securities Purchase Agreement. Redwood and the Investor are affiliates of one another. In connection with the negotiation of the Securities Purchase Agreement, the Company, the Subsidiaries, and the Investor also entered into a Letter Agreement dated Sept. 30, 2016, pursuant to which the Company and the Subsidiaries agreed to comply with various schedules relating to the expenses, projections, targets, and accounts payable of the Company and the Subsidiaries. Specifically, the schedules to the Letter Agreement set forth (1) sources and uses of funds for the fourth quarter of 2016, (2) monthly revenue targets through September 2017, (3) estimated legal and public company expenses through the fourth quarter of 2016, and (4) monthly operating expense for the Company, and for the Subsidiaries through the fourth quarter of 2016. The failure of the Company or the Subsidiaries to comply with or meet the specifications set forth in the schedules shall constitute an Event of Default as such term is described in the New Notes. The Company and the Subsidiaries also entered into an Exchange Agreement with Redwood, pursuant to which Redwood agreed to exchange each of the Company's outstanding debentures issued in favor of Redwood (in the principal outstanding balance amount of approximately $5,882,242 (plus accrued interest) for certain 10% Convertible Debentures issued by the Subsidiaries, due June 30, 2017, on substantially the same terms as the Redwood Debentures. The Company and the Subsidiaries also entered into a Security Agreement, securing a lien for the Investor on the Farm (subject to the rights of the primary lien holder in the Farm pursuant to the Subordination Agreement) and securing a lien for the Investor on Subsidiaries' other assets on a primary basis. Pursuant to the Security Agreement, the Company agreed to, within 14 calendar days, negotiate and enter into an amendment to the Subordination Agreement to reflect the rights of the Investor set forth in the Security Agreement. The Company also intends to negotiate related waivers with its other creditors. In the instance of an Event of Default, as such term is defined in the New Note, the Investor has the right to convert all or any portion of principal and/or interest of the New Notes into shares of Common Stock of the Company in accordance with the terms of the form of 10% Convertible Debenture dated as of June 30, 2016 issued under the July SPA. The Investor will have a right of first refusal to participate in future equity financings of the Company on the same terms as any new investors for a period of twelve months from the closing of the last Convertible Debenture. Grant of Second Deed of Trust and Assignment of Rents On Sept. 30, 2016, EWSD I, LLC, a wholly-owned subsidiary of Notis Global, Inc., granted a junior lender a Second Deed of Trust, Security Agreement and Financing Statement and an Assignment of Rents and Leases. The Second Trust Deed and the Assignment of Rents encumber certain real property comprised of 320-acres of agricultural land in Pueblo, Colorado owned by EWSD I, and the rents payable by tenants under any current and future leases of and from the Farm. The Second Trust Deed and the Assignment of Rents secure the payment of all obligations of EWSD I pursuant to any debentures issued to the Junior Lender in accordance with the Securities Purchase Agreement dated June 30, 2016, by and among EWSD I, Junior Lender, and Company. The security granted to the Junior Lender pursuant to the Second Trust Deed and the Assignment of Rents is subordinate to the rights of Southwest Farms, Inc. as set forth in the Deed of Trust, Security Agreement and Financing Statement dated as of Aug. 7, 2015, granted by EWSD I in favor of Senior Lender and the Assignment of Rents and Leases by and between EWSD I and Senior Lender dated as of Aug. 7, 2015. Such subordination is documented in a Subordination Agreement dated as of Aug. 23, 2016, by and among Senior Lender, Junior Lender, Company, EWSD I, and Pueblo Agriculture Supply and Equipment, LLC, another wholly-owned subsidiary of the Company, as amended by a First Amendment to Subordination Agreement dated as of Sept. 19, 2016, pursuant to which Senior Lender consented to the Second Trust Deed and the Assignment of Rents. The Subordination Agreement also provides that the Junior Lender may not increase the principal amount of indebtedness pursuant to the June Securities Purchase Agreement beyond $1,500,000. About Notis Global Headquartered in Los Angeles, Notis Global, Inc. provides specialized services to the hemp and marijuana industry. The Company enters into joint ventures and operating and management agreements with its partners and conducts consulting services for its clients. The Company also acts as a distributor of hemp products processed by our contract partners. Furthermore, the Company owns and manages real estate used by its contract partners for cultivation centers and dispensaries. As of June 30, 2016, Notis Global had $7.14 million in total assets, $24.54 million in total liabilities and a total stockholders' deficit of $17.39 million. Notis Global reported a net loss of $50.44 million in 2015 following a net loss of $16.54 million in 2014. Marcum LLP, in Los Angeles, CA, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has a significant working capital deficit and an accumulated deficit as of Dec. 31, 2015, and has incurred a significant net loss and negative cash flows from operations for the years ended Dec. 31, 2015, and 2014. The foregoing matters raise substantial doubt about the Company's ability to continue as a going concern. OMEROS CORP: Inks $125 Million Loan Agreement with CRG Servicing ---------------------------------------------------------------- Omeros Corporation, on Oct. 26, 2016, entered into a term loan agreement with CRG Servicing LLC, as administrative agent and collateral agent, certain lenders and nura, inc. as subsidiary guarantor. Pursuant to the Loan Agreement, Omeros may initially borrow $80 million from the Lenders subject to certain conditions, which borrowing must occur within 10 days of the effective date of the Loan Agreement. Omeros may borrow up to an additional $45 million in two tranches of $25 million and $20 million, respectively, contingent upon achievement of certain conditions including either satisfying (a) minimum net revenue amounts from Omeros’ ophthalmology product OMIDRIA (phenylephrine and ketorolac injection) 1% / 0.3% or (b) minimum average market capitalization on or before June 30, 2017, and Dec. 31, 2017, respectively. Omeros intends to use $75.7 million of the initial loan proceeds to repay all of the amounts owed by Omeros under its existing Loan and Security Agreement with Oxford Finance LLC and East West Bank dated Dec. 30, 2015, as amended. Upon the repayment of all amounts owed by Omeros under the Prior Agreement, including a prepayment fee and a final payment fee, all commitments under the Prior Agreement will be terminated and all security interests granted by Omeros to the lenders under the Prior Agreement will be released. Omeros intends to use the remainder of the initial loan proceeds (after deducting loan origination costs) of approximately $3 million, plus any additional amounts that may be borrowed in the future, for general corporate purposes and working capital. The Loan Agreement has a six-year term with four years (through Dec. 31, 2020) of interest-only payments after which quarterly principal and interest payments will be due through the Sept. 30, 2022 maturity date. Interest on the amounts borrowed under the Loan Agreement accrues at an annual fixed rate of 12.25%, 4.0% of which (i.e., a resultant 8.25% rate) may be deferred during the interest-only period by adding such amount to the aggregate principal loan amount. If an OMIDRIA revenue milestone is satisfied during the 12 month period ending on Dec. 31, 2019, the interest rate may be reduced to 11.50%, 3.5% of which may be paid in the form of PIK Loans. In addition, if the OMIDRIA revenue milestone is satisfied during such period or a market capitalization milestone is achieved during the fourth quarter of 2020, the loan would convert to interest-only until the Sept. 30, 2022 maturity, at which time all unpaid principal and accrued unpaid interest is due and payable. On each borrowing date, Omeros is required to pay CRG a financing fee based on the loan drawn on that date, excluding PIK Loans. Omeros is also required to pay the Lenders a final payment fee upon repayment of the Loans in full. Omeros may prepay all or a portion of the outstanding principal and accrued unpaid interest under the Loan Agreement at any time upon prior notice to the Lenders subject to a prepayment fee during the first three years of the term and no prepayment fee thereafter. In certain circumstances, including a change of control and certain asset sales or licensing transactions, Omeros is required to prepay all or a portion of the loan, including the applicable prepayment premium of on the amount of the outstanding principal to be prepaid. As security for its obligations under the Loan Agreement, on the funding date of the initial borrowing, Omeros will enter into a security agreement with nura and CRG whereby Omeros will grant to CRG, as collateral agent for the Lenders, a lien on substantially all of its assets including intellectual property. The Loan Agreement requires Omeros to maintain cash and cash equivalents of $5.0 million and, each year through the end of 2021, to meet either (a) a minimum total annual revenue threshold or (b) a market capitalization threshold for the quarter ended December 31. In the event that Omeros does not meet either the minimum total annual revenue threshold or market capitalization for a particular year, then the company can satisfy the requirement for that year by paying an amount equal to the shortfall. The Loan Agreement also contains customary affirmative and negative covenants for a credit facility of this size and type, including covenants that limit or restrict Omeros’ ability to, among other things, incur indebtedness, grant liens, merge or consolidate, dispose of assets, make investments, make acquisitions, enter into transactions with affiliates, pay dividends or make distributions, license intellectual property rights on an exclusive basis or repurchase stock, in each case subject to customary exceptions. The Loan Agreement includes customary events of default that include, among other things, non-payment, inaccuracy of representations and warranties, covenant breaches, a material adverse change (as defined in the Loan Agreement), cross default to material indebtedness or material agreements, bankruptcy and insolvency, material judgments and a change of control. The occurrence and continuance of an event of default could result in the acceleration of the obligations under the Loan Agreement. Under certain circumstances, a default interest rate of an additional 4.00% per annum will apply on all outstanding obligations during the existence of an event of default under the Loan Agreement. A full-text copy of the Loan Agreement is available for free at: https://is.gd/uzxPT0 About Omeros Corp Omeros Corporation is a biopharmaceutical company committed to discovering, developing and commercializing both small-molecule and protein therapeutics for large-market as well as orphan indications targeting inflammation, coagulopathies and disorders of the central nervous system. Omeros reported a net loss of $75.09 million in 2015, a net loss of $73.67 million in 2014 and a net loss of $39.79 million in 2013. As of June 30, 2016, Omeros Corp had $46.10 million in total assets, $95.10 million in total liabilities and a shareholders' deficit of $48.99 million. Ernst & Young 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 recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. OPEXA THERAPEUTICS: Unveils Tcelna Phase 2b Clinical Trial ---------------------------------------------------------- Opexa Therapeutics said the Phase 2b Abili-T clinical trial designed to evaluate the efficacy and safety of Tcelna (imilecleucel-T) in patients with secondary progressive multiple sclerosis (SPMS) did not meet its primary endpoint of reduction in brain volume change (atrophy), nor did it meet the secondary endpoint of reduction of the rate of sustained disease progression. Tcelna did show a favorable safety and tolerability profile. "We are disappointed that Tcelna did not meet the predefined endpoints in the Abili-T trial," said Neil K. Warma, president and chief executive officer of Opexa. "We will evaluate the full data set over the coming weeks and review cash preservation options while we consider the best path forward for the company." Abili-T is a 183-patient, randomized, double-blind, placebo-controlled Phase 2b study (ClinicalTrials.gov Identifier: NCT01684761) that was conducted at 35 clinical trial sites in the U.S. and Canada. Patients in the Tcelna arm of the study received two annual courses of Tcelna treatment consisting of five subcutaneous injections per year. "We would like to express our sincere thanks to the patients in the Abili-T trial, as well as to the principal investigators and study coordinators, for their contributions to the study," said Mr. Warma. About Opexa Opexa Therapeutics, Inc. is a biopharmaceutical company developing a personalized immunotherapy with the potential to treat major illnesses, including multiple sclerosis (MS) as well as other autoimmune diseases such as neuromyelitis optica (NMO). These therapies are based on its proprietary T-cell technology. The Company's mission is to lead the field of Precision Immunotherapy by aligning the interests of patients, employees and shareholders. Opexa reported a net loss of $12.02 million in 2015 following a net loss of $15.05 million in 2014. As of June 30, 2016, Opexa had $9.43 million in total assets, $3.52 million in total liabilities and $5.91 million in total stockholders' equity. In its financial report filed with the Securities and Exchange Commission for the Quarterly Period Ended June 30, 2016, the Company said that as of June 30, 2016, it had cash and cash equivalents of $7.8 million. While the Company recognizes revenue related to the $5 million and $3 million payments from Merck received in February 2013 and March 2015 in connection with the Option and License Agreement and the Amendment over the exclusive option period based on the expected completion term of the Company's ongoing Phase IIb clinical trial -- Abili-T -- of Tcelna(R) in patients with Secondary Progressive MS, the Company does not currently generate any commercial revenues resulting in cash receipts, nor does it expect to generate revenues during the remainder of 2016 resulting in cash receipts. The Company's burn rate during the six months ended June 30, 2016 was approximately $763,000 per month, thereby creating substantial doubt about the Company's ability to continue as a going concern. The Company warned that costs associated with completing the ongoing Abili-T trial may result in an increase in the monthly operating cash burn during the remainder of 2016. OPIANT PHARMACEUTICALS: MaloneBailey LLP Raises Going Concern Doubt ------------------------------------------------------------------- Opiant Pharmaceuticals, Inc., filed its annual report on Form 10-K, disclosing a net loss of $7.81 million on $9.90 million of revenues for the fiscal year ended July 31, 2016, compared with a net loss of $7.04 million on $1.55 million of revenues for the year ended June 30, 2015. MaloneBailey, LLP, states that the Company has suffered losses from operations and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. The Company's balance sheet at July 31, 2016, showed $1.88 million in total assets, $6.59 million in total liabilities, and stockholders' deficit of $4.70 million. A complete text of the Form 10-K is available for free at: https://is.gd/21HoSg Opiant Pharmaceuticals, Inc., formerly Lightlake Therapeutics, Inc., is a specialty pharmaceutical company. The Company is engaged in developing opioid antagonist treatments for substance use, addictive and eating disorders. The Company focuses on developing a treatment for reverse opioid overdoses, a treatment for overweight and obese patients with binge eating disorder, and a treatment for cocaine use disorder (CocUD). The Company is developing a treatment for reversing opioid overdoses in collaboration with the National Institute on Drug Abuse (NIDA), part of the National Institutes of Health (NIH), Inc., filed its annual report on Form 10-K, disclosing a net loss of $7.81 million on $9.90 million of revenues for the fiscal year ended July 31, 2016, compared with a net loss of $7.04 million on $1.55 million of revenues for the year ended June 30, 2015. OUTSIDE PLANT: Case Summary & 3 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Outside Plant Damage Recovery, LLC dba OPDR dba PRMG dba Paragon Risk Management Group 9984 W Jewell Avenue, Unit B Lakewood, CO 80232-6486 Case No.: 16-20629 Chapter 11 Petition Date: October 28, 2016 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Thomas B. McNamara Debtor's Counsel: Roger K. Adams, Esq. 4200 E. 8th Ave., Ste. 101 Denver, CO 80220 Tel: 720-233-7900 Fax: 303-586-6224 Email: RogerKAdams@RKA-Law.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Joseph Fanciulli, owner. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/cob16-20629.pdf OWENS-ILLINOIS INC: S&P Rates Proposed EUR600MM Notes 'BB' ---------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to OI European Group B.V.'s proposed EUR600 million senior unsecured notes due 2024. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; upper half of the range) recovery for lenders in the event of a payment default. OI European Group B.V. is a subsidiary of Owens-Illinois Inc. (OI). S&P notes that its recovery analysis on Owens-Illinois suggests that the lenders of this debt may possibly receive full recovery of their principal in a simulated default scenario. However, S&P has capped its recovery rating on this debt at '3' because S&P caps its unsecured recovery ratings on debt issued by companies that S&P rates in the 'BB' category at '3' to reflect the heightened risk that such companies may change their capital structure in ways that could impair unsecured lenders' recovery prospects. The company intends to use the net proceeds from this offering, along with other available funds, to repay its term loan B due 2022, pay related fees and expenses associated with the note offering, and for general corporate purposes. With revenue of about $6.7 billion for the trailing 12 months ended Sept. 30, 2016, Owens-Illinois is a global manufacturer and supplier of glass containers for a variety of items, including alcoholic beverages, soft drinks, teas, juices, and pharmaceuticals. Owens-Illinois maintains leading market shares in each of its four regions (North America, Europe, Latin America, and Asia-Pacific). S&P bases its 'BB' corporate credit rating on Owens-Illinois on S&P's satisfactory assessment of the company's business risk profile and S&P's aggressive assessment of its financial risk profile. RECOVERY ANALYSIS Key analytical factors -- S&P's recovery analysis assumes a payment default in 2020 and a gross enterprise value (EV) of $4.8 billion, based on an assumed EBITDA of $800 million and a 6x multiple. The 6x multiple is consistent with S&P's assumptions for other packaging firms with similar business positions, while the EBITDA assumption approximates the level of the company's fixed charges. S&P assumes that roughly 75% of the value relates to the company's non-U.S. operations. A payment default would require a large and unexpected decline in profitability and cash flow, likely caused by a sharp decline in the demand for glass containers, increased cost pressures, client attrition, and a shift by the company's customers to substitute glass packaging with other materials. -- The U.S. borrowings under Owens-Brockway's credit facility benefit from a lien on most of OI's domestic assets (excluding mortgages on real estate and 35% of the equity in its foreign subsidiaries). Direct borrowings by foreign subsidiaries (under the $600 million multicurrency revolver and the EUR279 million euro term loan A) have additional guarantees and collateral. S&P assumes the revolving credit facilities (a $300 million tranche and a $600 million multicurrency facility) are 85% drawn at default, with half of the multicurrency facility borrowed abroad. A collection allocation mechanism would equalize recovery rates for all bank tranches, despite the better guarantor and collateral terms for the non-U.S. borrowings. The senior notes issued by OI European Group B.V. have a structurally senior claim to the non-U.S. EV (relative to U.S. debt), although this claim is unsecured and effectively junior to the foreign secured borrowings'. While S&P's analysis suggests the possibility of full recovery on this debt, it has capped its recovery rating on the debt at '3'. S&P caps its unsecured recovery ratings on debt issued by companies that S&P rates in the 'BB' category at '3' to reflect the heightened risk that such companies may change their capital structure in ways that could impair unsecured recovery prospects. -- The senior notes issued by Owens-Brockway Glass Container Inc. have unsecured guarantees by Owens Illinois Inc. and its domestic subsidiaries, while the senior unsecured debentures issued by Owens-Illinois Inc. do not have subsidiary guarantees and are considered structurally subordinated with regard to most other claims. -- S&P's analysis suggests that the collateral for the credit facility will cover roughly 90% of the secured facility. The unpledged value relating to the 35% of the foreign equity that is not collateral would be sufficient to provide 14% coverage of the unsecured claims, including the notes and the deficiency claim on the secured loan. The secured lenders' share of the unpledged value (from the deficiency claim) would marginally increase the secured lenders' recovery. While the senior unsecured notes would receive a modest estimated recovery (10%-30%; lower half of the range), the senior unsecured debentures that lack guarantees are expected to realize a negligible (0%-10%) recovery in a default. Simulated default and valuation assumptions -- Simulated year of default: 2020 -- EBITDA at emergence: $800 million -- EBITDA multiple: 6x Simplified waterfall -- Net enterprise value (after 7% admin. costs): $4.464 billion -- Valuation split (obligors/nonobligors): 25%/75% -- Net EV of foreign operations: $3.348 billion -- Adjustment to foreign EV (accounts receivable securitization and post-retirement liabilities): $271 million -- Estimated secured bank borrowings by European entities*: $576 millionOwens Illinois Europe BV unsecured notes: $1.612 billion -- Recovery expectations European unsecured debt: Capped at 50%-70% (upper half of the range) -- Net foreign equity value available to U.S. creditors/collateral: $889 million/$578 million -- Net U.S. EV: $1.116 billion -- Domestic priority claims (capital leases): $62 million -- Collateral from U.S. operations: $1.054 billion -- Collateral value from foreign equity pledge (65% foreign equity): $578 million -- Collateral from foreign credit facility borrowings: $576 million -- Total estimated credit facility collateral: $2.208 billion -- Total secured credit facility debt**: $2.462 billion -- Estimated recovery from collateral/total: 90%/91% -- Total value available to unsecured claims: $311 million -- Domestic senior unsecured notes: $1.851 billion -- Deficiency claim on secured credit facility: $254 million -- Domestic pension rejection/amendment claim: $140 million -- Total unsecured claims: $2.245 billion -- Recovery expectations: 10%-30% (lower half of the range) -- Remaining value available for holding company liabilities: $0 -- Unguaranteed senior debentures: $260 million -- Asbestos liabilities: $392 million -- Recovery expectations: 0%-10% Note: All debt amounts above include six months of prepetition interest. S&P's analysis assumes adjustments or claims for postretirement liabilities of about 50% of the underfunded amounts. *Estimated collateral available to the credit facility includes direct foreign borrowings of about $576 million (euro term loan and assumed revolving borrowings), $1.054 billion from the net U.S. EV, and 65% of the equity value in foreign subsidiaries of $578 million. S&P assumes each of OI's revolving facilities are 85% drawn at default with 50% of the $600 million multicurrency facility borrowed abroad. **This includes domestic and foreign borrowings as a collection allocation mechanism will equalize recoveries among all bank lenders. RATINGS LIST Owens-Illinois Inc. Corporate Credit Rating BB/Negative/-- New Ratings OI European Group B.V. EUR600M Sr Unsecd Notes Due 2024 BB Recovery Rating 3H PADCO PRESSURE: U.S. Trustee Forms Three-Member Committee --------------------------------------------------------- Henry G. Hobbs, Jr., Acting United States Trustee for Region 5, on Oct. 27 appointed three creditors of PADCO Pressure Control, L.L.C., to serve on the official committee of unsecured creditors. The committee members are: (1) INTERIM CHAIRMAN: Neil Wood Global Pressure Solutions, LLC 14909 Highway 80 Minden, LA 71055 Tel: (318) 453-1143 E-mail: neil@globalpressure.net (2) Oil Field Services Michael Bellott P.O. Box 1082 Ruston, LA 71273 (3) Sanders Machine Inc. Ricky Sanders 200 Corporate Drive Sibley, LA 71073 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About PADCO Pressure PADCO Pressure Control, L.L.C., based in Lafayette, LA, filed a Chapter 11 petition (Bankr. W.D. La. Case No. 16-51381) on Oct. 4, 2016. The Hon. Robert Summerhays presides over the case. Thomas E. St. Germain, member of Weinsten & St. Germain, LLC, 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 Michael Carr, chief executive officer. PERFORMANCE SPORTS: Case Summary & 40 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- BPS US Holdings Inc. 16-12373 100 Domain Drive Exeter, NH 03833 Bauer Hockey, Inc. 16-12374 Easton Baseball / Softball Inc. 16-12375 Bauer Hockey Retail Inc. 16-12376 Bauer Performance Sports Uniforms Inc. 16-12377 Performance Lacrosse Group Inc. 16-12378 BPS Diamond Sports Inc. 16-12379 PSG Innovation Inc. 16-12380 Performance Sports Group Ltd. 16-12381 KBAU Holdings Canada, Inc. 16-12382 Bauer Hockey Retail Corp. 16-12383 Easton Baseball / Softball Corp. 16-12384 PSG Innovation Corp. 16-12385 Bauer Hockey Corp. 16-12386 BPS Canada Intermediate Corp. 16-12387 BPS Diamond Sports Corp. 16-12388 Bauer Performance Sports Uniforms Corp. 16-12389 Performance Lacrosse Group Corp. 16-12390 Type of Business: Developer and manufacturer of ice hockey, roller hockey, lacrosse, baseball and softball sports equipment, as well as related apparel and soccer apparel Chapter 11 Petition Date: October 31, 2016 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Kevin J. Carey Debtors' Counsel: Kelley A. Cornish, Esq. Alice Belisle Eaton, Esq. Claudia R. Tobler, Esq. Christopher Hopkins, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas, New York, New York 10019 Tel: (212) 373-3000 Fax: (212) 757-3990 Email: kcornish@paulweiss.com aeaton@paulweiss.com ctobler@paulweiss.com chopkins@paulweiss.com Debtors' Co-Counsel: Pauline K. Morgan, Esq. Sean T. Greecher, Esq. Justin H. Rucki, Esq. Shane M. Reil, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: pmorgan@ycst.com sgreecher@ycst.com jrucki@ycst.com sreil@ycst.com Debtors' Canadian Legal Counsel: STIKEMAN ELLIOTT LLP Debtors' Investment Banker to the Special Committee: CENTERVIEW LLP Debtors' Restructuring Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC Debtors' Communications & Relations Advisors: JOELE FRANK, WILKINSON, BRIMMER, KATCHER Debtors' Auditors: KPMG LLP Debtors' CCAA Monitor: ERNST & YOUNG LLP Debtors' Notice, Claims, Solicitation and Balloting Agent: PRIME CLERK LLC Estimated Assets: $500 million to $1 billion Estimated Debts: $500 million to $1 billion The petition was signed by Brian J. Fox, chief restructuring officer. Consolidated List of Debtors' 40 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wilmington Savings Fund Litigation Undetermined Society, FSB Attn: Bennet S. Silverberg c/o Brown Rudnick LLP Seven Times Square New York, NY 10036 United States Email: bsilverberg@brownrudnick.com Tel: 212-209-4924 Surewin Worldwide Ltd, Taiwan Branch Trade Claim $6,214,232 Attn: Hung Fanglan, Chairman Bonny Sports Corp. No. 13, Lane 64 Min-Sheng St. Tan Tzu Taichung, 31450 Taiwan Tel: 886(4) 2537-6022 Email: jason@bonny.com; bonnyir@bonnysports.com Sigma Global Company Ltd. Trade Claim $3,046,518 Neihu District 114 6 FL NO 168, Suie Guang Road Taipei, Taiwan ROC, Taiwan Growth Link Overseas Co. Ltd. Trade Claim $2,776,047 Two Chincen Exchange Square North Point, Hong Kong, China Sierra Pacific Contructors, Inc. Trade Claim $2,539,853 Att: Cary Gerhardt, President 22212 Ventura Blvd. Woodland Hills, CA 91364 United States Tel: (818) 225-600 Fax: (818) 225-6001 Email: info@spcinc.com Cortina Global Corp. Trade Claim $1,679,799 131 Sung Chiang Rd Ste 901, 9th FL Taipe, 10485 Taiwan Prosperous International Ltd Trade Claim $1,077,372 Attn: Shuzhong Mao, CEO Unit 1-2, 1/F, Join-In Hang Sing CN Kwai Chung, 11111 Hong Kong Tel: (852) 24243326 Fax: (852) 24804421 Merry Might Co., Ltd. Trade Claim $1,049,686 4th FL, 100, SEC 2, Chang-An East R Taipe, 11111 Taiwan Veraction, LLC Trade Claim $994,791 Attn: Chris Connell, CEO 3400 Players Club Parkway Suite 300 Memphis, TN 38125 United States Tel: (901) 755-0110 Fax: (901) 757-5550 Sinmax Intl Co., Ltd. Trade Claim $920,800 4F, 100, SEC. 2, Chang-An East Rd. Taipei, 11111 Taiwan Tel: 038-879 137 Fax: 038 879 137 OHH Acquisition Corporation Trade Claim $748,968 7101 Executive Center Drive #333 Brentwood, TN 37027-5236 United States Tel: (615) 880-3892 Woneel America, Inc. Trade Claim $447,408 Attn: DC Kim, President 1520 Oak St. South Pasadena, CA 91030 United States Tel: (626) 799-0600 Fax: (626) 568-0976 Email: woneelamerica@gmail.com PT. Inko Java Trade Claim $408,786 Attn: 1W Han, CEO JI, Raya PTP XVIII Ngobo, Karangjati Kab Semarang, 50552 Indonesia Tel: (62) 298-522147 Fax: (62) 298-522146 HO Jeon Limited Trade Claim $377,745 Attn: Park Yongchul Representative Director 11-12th F, Shinhwa Bldg 34-1 Mapo Gu, Mapo Dong Seoul, 121-735 Republic of Korea Tel: (82) 2 710 5002 Fax: (82) 2 710 5086 Jeffrey I. Carton Settlement of Class $350,000 c/o Denlea & Carton LLP Action Lawsuit 2 Westchester Park Drive Suite 410 White Plains, NY 10604 United States Tel: 914-331-0100 Email: jcarton@denleacarton.com Aasonn, LLC Trade Claim $300,447 Attn: Randall J. Womack, CEO 184 Shuman Boulevard Suite 530 Naperville, IL 60663 United States Tel: (630) 718-1562 Fax: (630) 718-1564 Smart & Biggar Trade Claim $278,688 Attn: A. David Morrow, Partner 1000 De La Gauchetiere St., Suite 3300 Montreal, QC H3B 4W5 Canada Tel: (514) 954-1500 Fax: (514) 954-1396 Email: montreal@smart-biggar.ca Hold Gold Trading Company Ltd. Trade Claim $269,657 PO Box 957 Offshore Incorporation Centre Tortola, VI British Virgin Islands Xjamen Pheasant Hi-Tech Trade Claim $240,193 Alum Co. Ltd. Loumania, Inc. Trade Claim $239,631 Email: info@loumania.com Jian Rin Sporting Goods Trade Claim $236,236 Email: tw@jianrin.com Alliance Precision Plastics Trade Claim $235,692 Ponderosa Leather Goods Co. In Trade Claim $231,253 Sky Ocean Enterprises Limited Trade Claim $214,009 Stahls SNS LLC Trade Claim $208,416 Email: info@stahlinternational.com Sportskite International Co Lt. Trade Claim $207,517 Email: service@sportskite.com.tw Les Creations Morin Inc. Trade Claim $205,262 Email: dmorissette@creationsmorin.com Gallant Industries Co. Ltd. Trade Claim $203,934 Email: bag@gallantbag.com.tw Olson & Co., Inc. Trade Claim $180,264 Email: nicole.nye@olson.com Les Estampages Ise Stamping Inc. Trade Claim $169,864 New Era Cap Company Inc. Trade Claim $154,581 UFP Technologies Trade Claim $153,449 VNSH, LLC Trade Claim $150,000 Top Glory Sports (Hong Kong) Ltd. Trade Claim $146,645 Dynac Sports Co. Ltd. Trade Claim $134,133 Power Ace Industries Pte Ltd. Trade Claim $126,225 QRC Logistics (1978) Ltd. Trade Claim $125,384 Ningbo Rizi Dresses Co. Ltd. Trade Claim $108,643 United States Specialty Sports Trade Claim $106,250 Email: mark.linnemann@ussa.com JRZ Canada, Inc. Trade Claim $98,674 Email: info@jrz.ca PERFORMANCE SPORTS: Files for Bankruptcy with $575M Purchase Deal ----------------------------------------------------------------- Performance Sports Group Ltd. and certain of its affiliates have filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the District of Delaware and commenced proceedings under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice. The Debtors have a deal to sell the business on a going concern basis to a group of investors led by Sagard Capital Partners, L.P. and Fairfax Financial Holdings for $575 million. The Wall Street Journal's Jacquie McNish said Fairfax, Sagard and Toronto-based Brookfield Asset Management said last week they were considering a possible play for Performance Sports. Brookfield remains interested in supporting the Fairfax and Sagard bid, the person said, but hasn't yet decided whether to join the takeover bid or lend money through a so-called debtor-in-possession loan. The Debtors' applications under Chapter 11 and the CCAA are subject to the supervision and approval of the U.S. and Canadian courts. The U.S. cases are pending before the Hon. Kevin J. Carey, and the Debtors have requested that their cases be jointly administered under Case No. 16-12373. The Debtors have commenced the bankruptcy cases to facilitate a financial and corporate restructuring through a going-concern sale of substantially all of their assets. The Debtors believe that pursuing a sale through a Court-supervised restructuring process represents the best path forward for them and their stakeholders. Road to Bankruptcy The performance of the Debtors' business in fiscal 2016 and fiscal 2017 to date has been significantly impacted by adverse market and economic conditions and related customer credit issues. The baseball/softball market experienced a significant downturn in retail sales across all product categories, but particularly in the Company's important bat category. This weakening of consumer demand, coupled with the Chapter 11 filing by one of the largest U.S. national sporting goods retailers and the bankruptcy of an internet baseball retailer, has reduced the Company's sales with respect to baseball and softball products, as disclosed in the filing. The consolidation of hockey retailers in the U.S., and the bankruptcy of a key U.S. hockey customer, has reduced customer demand for products as the Company's customers have continued to reduce their inventory levels. The Company's results throughout fiscal 2016 and fiscal 2017 to date have also continued to be impacted negatively by foreign currency exchange rates, specifically, the depreciation of the Canadian dollar and other world currencies relative to the U.S. dollar. The Debtors said that while they have attempted to address and mitigate many of these issues, including through their cost savings and profitability improvement initiatives, and corporate restructurings (including of its baseball/softball segment), the challenges of their business when taken together with the significant costs they have incurred, and expects to continue to incur, in connection with, among other things, completing the Investigation, defending certain securities class action litigation and responding to regulatory investigations and inquiries, have given rise to significant liquidity and cash flow constraints. It became increasingly apparent during the course of the Special Committee's strategic review that absent the legal protection afforded through the Restructuring Process, the Debtors' cash flow position would continue to deteriorate. Bernard McDonell, Chairman, Performance Sports Group, said: "The board of directors of Performance Sports Group has completed a thorough financial and strategic review, with the benefit of the advice of its professional advisors, and is pleased to have reached an agreement with Sagard Capital and Fairfax Financial. We believe that a sale together with an auction process under court supervision is in the best interests of Performance Sports Group and will maximize value for our stakeholders when compared to other alternatives. In light of our inability to file our annual audited financial statements and the resulting default under our secured loan agreements, we believe that today’s action is the responsible course to take for Performance Sports Group to address its financial, legal and regulatory challenges under supervision of the courts.' Harlan Kent, chief executive officer, Performance Sports Group, said: "The agreement we have reached with Sagard Capital and Fairfax Financial is a testament to their confidence in the future of our business and all of our great brands. We believe that pursuing a sale through a court supervised restructuring process represents the best path forward for our customers, vendors, retail and business partners, employees and other stakeholders. While the sale process is underway, our employees will remain focused on serving our customers and consumers and delivering our industry leading products and brands. Our on hand inventories, and normal procurement activities to date, position us well to fulfill our customers' orders. With new financing from Sagard Capital, Fairfax Financial and our lenders, we will have adequate liquidity to fund our ongoing operations." Paul Desmarais III, executive chairman of Sagard Capital, said: "Performance Sports Group owns some of the most iconic, innovative and valuable brands in sports. Our plan provides financial stability to PSG to ensure that it can maintain operations and serve customers and retail partners throughout the court process. As long-term shareholders, our goal is to support PSG's management in preserving and growing the value of PSG's market-leading franchises to build a strong, successful business." Paul Rivett, president of Fairfax Financial, said: "Over the last 90 years, Performance Sports Group has developed the most recognized names in hockey, baseball and lacrosse with a long-term commitment to quality and innovation. We look forward to working with Sagard Capital to provide the benefits of stable, long-term ownership to Performance Sports Group through this transitional restructuring process and hopefully after completion of the sale process. We are confident that Performance Sports Group will continue focusing on innovating the sports equipment that people around the world know and love." For the 12 months ending Sept. 30, 2016, the Debtors generated approximately $569 million in revenue on a consolidated basis. In addition, the Debtors had approximately $594 million in assets and approximately $607 million in liabilities based upon the book value of these assets and liabilities. The Debtors had approximately $7.2 million in cash on hand as of the Petition Date, as disclosed in Court papers. As of the Petition Date, the Debtors' primary funded debt obligations consisted of a $450 million Prepetition Term Loan Facility and a maximum $200 million revolving Prepetition ABL Facility, which were entered into in connection with the acquisition of the Easton Baseball/Softball Business to finance the purchase and to refinance the Debtors' prior credit facilities. The total balances under the Debtors' prepetition secured debt facilities totaled approximately $489.4 million as of the Petition Date. Financial and Strategic Review Undertaken by the Special Committee The U.S. and Canadian filings are the culmination of a previously announced financial and strategic review undertaken by the special committee of the board of directors of the Company. The Special Committee, comprised of independent directors, were advised throughout the process by Centerview Partners LLC as its independent financial advisor. The Special Committee's mandate included a review and evaluation of strategic alternatives and oversight over discussions with the Company's lenders under the Term Loan Credit Agreement and the ABL credit agreement, dated as of April 15, 2014, as amended. Following completion of the Special Committee's strategic review, after careful consideration of all available alternatives and having given due consideration to the interests of all stakeholders, the boards of directors of the Company and each of its North American subsidiaries, upon the unanimous recommendation of the Special Committee and with the assistance, input and advice from legal and financial advisors, have determined that entering into the Purchase Agreement and seeking protection under Chapter 11 and the CCAA is in the best interests of the companies and should ultimately result in improvements to the business' liquidity and capital structure which are necessary to put the business on a firm financial and competitive footing in the current business environment. Delay in Filing of Annual Report On Aug. 15, 2016, the Company announced that its Annual Report on Form 10-K, including its annual audited financial statements for the fiscal year ended May 31, 2016 and the related management's discussion and analysis would not be filed by the required filing date of Aug. 15, 2016. Concurrently with that announcement, the audit committee of the Board announced that Richards Kibbe & Orbe LLP and Alix Partners had been retained as independent legal counsel and financial advisor, respectively, to the Audit Committee to conduct an internal investigation in relation to the finalization of the Company's financial statements and related certification process. While the Audit Committee and its advisors have worked diligently to advance the Investigation, at this time, it remains uncertain when it will be completed. The Company obtained a 60-day extension through Oct. 28, 2016, from the lenders under the Existing Loan Agreements to file its Annual Filings along with the Company's first quarter filings. In light of the fact that the Investigation remains ongoing and the timing for finalizing the Annual Filings remains uncertain, the Company was unable to deliver the requisite annual audited financial statements resulting in defaults under the Existing Loan Agreements as of Oct. 28, 2016. Asset Purchase Agreement On Oct. 31, 2016, Performance Sports entered into an asset purchase agreement with a group of investors led by Sagard Capital Partners, L.P. and Fairfax Financial Holdings for the sale of the Company. Sagard Capital Partners, L.P. holds approximately 17% of the Company's equity. Pursuant to the Purchase Agreement, the Purchaser has agreed to acquire substantially all of the assets of the Company and its North American subsidiaries for U.S.$575 million in aggregate, assume related operating liabilities and serve as a "stalking horse" bidder through the Restructuring Process. The Purchase Agreement sets the floor, or minimum acceptable bid, for an auction under the supervision of the Courts, which is designed to achieve the highest available or otherwise best offer. The proceeds to be received on the closing of the acquisition should be in excess of the Company's outstanding secured indebtedness and are expected to provide meaningful recoveries to the Company's other stakeholders. A final sale approval hearing is expected to take place shortly after completion of the auction with the anticipated closing of the successful bid to occur in the first quarter of calendar year 2017, subject to receipt of applicable regulatory approvals and the satisfaction or waiver of other customary closing conditions. Talks with Brookfield, Sagard for Potential Deal In an amended Schedule 13D filed with the Securities and Exchange Commission, Brookfield Capital Partners Ltd., BCP GP LIMITED, Brookfield Private Equity Group Holdings LP, Brookfield Private Equity Inc., Brookfield Asset Management Private Institutional Capital Adviser (Private Equity), L.P., Brookfield Asset Management Inc., 251091708 Delaware LP, PubCo Investments LP, 2484842 Ontario Limited, et al., disclosed that the Brookfield entities and Sagard Capital Partners, L.P., a Delaware limited partnership, have entered into a confidentiality agreement relating to (i) Performance Sports Group Ltd. and its confidential information, as required by Sagard's existing confidentiality agreement with the Company, and (ii) any other confidential information provided by or on behalf of Sagard to Brookfield et al. The Brookfield entities also disclosed that as of Oct. 25, 2016, they beneficially own 6,026,860 shares of common stock of Performance Sports Group Ltd. which represents 13.23 percent of the shares outstanding. In an amended Schedule 13D filed with the Securities and Exchange Commission, Sagard Capital Partners, L.P., Sagard Capital Partners GP, Inc. and Sagard Capital Partners Management Corp., disclosed that as of Oct. 25, 2016, they beneficially own 7,721,599 common shares of Performance Sports Group Ltd. which represents 16.9% of the shares outstanding. Brookfield et al. indicated that they may communicate with members of management of the Company, the board of directors of the Company, other shareholders of the Company, lenders to the Company or other relevant parties from time to time with respect to operational, strategic, financial or governance matters, including, but not limited to, potential refinancings (including a debtor-in-possession financing in the event of a bankruptcy filing), restructurings, recapitalizations, reorganizations, mergers, acquisitions, divestitures, a sale of the Company or other corporate transactions, or otherwise work with management and the board of directors of the Company. Brookfield et al. added that they and the Company, and their respective advisors, have discussed the possibility of Brookfield et al. and potentially one or more-co-investors partnering with Brookfield et al., proposing potential plans or proposals that may involve one or more of the following related to the Company: * restructurings; * possible issuances by the Company of additional and/or refinancing indebtedness; * the acquisition of indebtedness of the Company or its subsidiaries; and/or * other strategic alternatives. Brookfield et al. said they and their advisors have also conducted, and continue to conduct, a due diligence review of the Company and its subsidiaries. The Brookfield entities may be reached at: A.J. Silber Brookfield Asset Management Inc. Brookfield Place 181 Bay Street, Suite 300 Toronto, Ontario M5J 2T3 Tel: (416) 363-9491 The Brookfield entities are represented by: Joshua N. Korff, Esq. Elazar Guttman, Esq. Ross M. Leff, Esq. Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Tel: (212) 446-4800 A full-text copy of Brookfield's regulatory filing is available at https://is.gd/hN6YMP Sagard can be reached at: Samuel Robinson Sagard Capital Partners, L.P. 280 Park Avenue, 3rd Floor West New York, NY 10017 A full-text copy of Sagard's regulatory filing is available at https://is.gd/2SUSVN $386-Mil. DIP Financing To provide working capital for the Company's operations and to fund the auction and sales process during the Restructuring Process, the Company's existing asset-based lenders and the Purchaser have committed to provide the Company with an aggregate of U.S.$386 million in debtor-in-possession financing. Subject to approval of the Courts, U.S.$25 million of the DIP financing is available to the Company immediately, with the balance of the financing to be available upon the Courts' approval at a second hearing, expected to be held on or about Nov. 30, 2016. The Company will use the DIP financing, once approved by the Courts, to, among other things, refinance its term loan credit agreement, dated as of April 15, 2014, as amended, and fund day-to-day operations in the ordinary course of business. The Company intends to use the proceeds from the DIP financing to pay for all goods and services from vendors provided after the Chapter 11 and CCAA filing date in accordance with their current terms. Business as Usual During the Chapter 11 and CCAA proceedings, it is expected that the Debtors' operations will continue uninterrupted in the ordinary course of business and that day-to-day obligations to employees, suppliers of goods and services and the Debtors' customers will continue to be met. The Debtors have filed a number of customary pleadings seeking authorization from the Courts to pay certain pre-petition obligations, support its business operations and transition them through the Restructuring Process. These include the payment of employee wages, salaries and benefits, and certain obligations to vendors. In connection with the proceedings commenced in the Ontario Superior Court of Justice under the CCAA, the Company intends to seek approval for the appointment of Ernst & Young Inc. as monitor. In that capacity, Ernst & Young Inc. will work with management throughout the Restructuring Process while overseeing the CCAA proceedings and reporting to the Court. About Performance Sports Group Ltd. Exeter, N.H.-based Performance Sports Group Ltd. (NYSE: PSG) (TSX: PSG) -- http://www.PerformanceSportsGroup.com/-- is a developer and manufacturer of ice hockey, roller hockey, lacrosse, baseball and softball sports equipment, as well as related apparel and soccer apparel. Its products are marketed under the BAUER, MISSION, MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names and are distributed by sales representatives and independent distributors throughout the world. In addition, the Company distributes its hockey products through its Burlington, Massachusetts and Bloomington, Minnesota Own The Moment Hockey Experience retail stores. The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.; Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.; BPS Diamond Sports Inc.; and PSG Innovation Inc. The Canadian Debtors are: Performance Sports Group Ltd.; KBAU Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton Baseball / Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.; BPS Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer Performance Sports Uniforms Corp.; and Performance Lacrosse Group Corp. The Debtors have hired Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel; Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as investment banker to the special committee; Alvarez & Marsal North America, LLC, as restructuring advisor; Joele Frank, Wilkinson, Brimmer, Katcher as communications & relations advisor; KPMG LLP as auditors; Ernst & Young LLP as CCAA monitor; and Prime Clerk LLC as notice, claims, solicitation and balloting agent. PLANET FITNESS: Moody's Affirms B1 Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service affirmed Planet Fitness Holdings, LLC's B1 Corporate Family Rating (CFR) and its B2-PD Probability of Default Rating. In connection with action, Moody's affirmed the B1 rating on the company's senior secured bank facility. The facility will be amended to include a proposed $230 million incremental term loan, as well as a proposed $35 million increase to the commitment under the revolver. Proceeds from the proposed add-on to the term loan, along with cash from the balance sheet, will be used to fund up to a $280 million cash dividend and to pay related fees and expenses. The revolver will remain undrawn at closing. Moody's also affirmed the company's SGL-2 Speculative Grade Liquidity Rating. The rating outlook is stable. The following ratings were affirmed: -- Corporate Family Rating affirmed at B1; -- Probability of Default Rating affirmed at B2-PD; -- $75 million Sr. Secured Revolving Credit Facility expiring 2019 affirmed at B1 (LGD3) (includes proposed $35 million facility increase); -- $720 million Sr. Secured Term Loan B due 2021 affirmed at B1 (LGD3) (orig. $740 million, including proposed $230 million incremental facility); -- Speculative Grade Liquidity Rating affirmed at SGL-2; -- Rating outlook remains stable. All ratings assignments are to subject to Moody's review of final terms and conditions and could be affected by modifications to either the proposed capital structure or the anticipated use of proceeds. RATINGS RATIONALE Planet Fitness' B1 CFR reflects the company's pro forma debt/EBITDA of 4.9x as of September 30, 2016 following the proposed $230 million add-on to its existing senior secured term loan, which is in line with similarly-rated business and consumer service companies (all ratios incorporate Moody's standard adjustments). The proposed transaction is credit negative because it increases leverage and cash interest expense, and demonstrates continued aggressive financial policies following the 2015 IPO. Moody's is nevertheless affirming the B1 CFR because it projects that debt-to-EBITDA leverage will improve to close to 4.5x over the next 12 to 18 months, primarily from growth in operating profits. The rating also considers Planet Fitness' small revenue base, its exposure to discretionary spending trends and competition from other low-cost health club operators. Also factored into the rating is financial policy and event risk, given three debt-financed distributions to the owners in less than three years and the former private equity sponsor's controlling interest in the company. The B1 CFR is supported by the company's strong system-wide same store sales growth and faster-than-expected growth in both club and membership count. Planet Fitness' franchise-based business model is less capital-intensive and has lower earnings volatility than the company-owned model used by most of its competitors, allowing the company to generate strong EBITA margins in excess of 35% and stable cash flows. The company also generates a significant share of its revenue from exclusive fitness equipment sales to its franchisees, which are required to purchase new equipment every four to seven years. Pro forma interest coverage, measured as EBITA/interest expense, was about 3.6x for the 12 months ended September 30, 2016, and Moody's expects that this will strengthen to close to 4.0x times over the next 12 to 18 months. The company also has a diverse franchise base, with no one franchisee owning more than 6% of total clubs. In addition, Planet Fitness benefits from its business position as a large-scale, national fitness club operator, as well as favorable long-term fundamentals for the fitness industry. There is limited visibility into franchisees aside from combined same-store sales growth, but a deterioration in franchisee operating performance or financial position would be credit negative for Planet Fitness. The SGL-2 Speculative Grade Liquidity Rating reflects the company's good liquidity profile, supported by a $75 million undrawn revolving credit facility with no outstanding letters of credit (includes proposed incremental commitment of $35 million). Pro forma for the proposed transaction, Planet Fitness had a cash balance of $10 million as of September 30, 2016 and Moody's expects strong free cash flow of roughly $50 million over the next 12 months. The cash sources provide good coverage of cash needs. Aside from the 2019 revolver expiration and $7.4 million of required annual term loan amortization (pro forma), the company has no material debt maturities until the term loan matures in 2021. The sole financial covenant for the revolver is a maximum total net leverage covenant with periodic step downs, and Moody's expects the company to maintain sufficient headroom under the covenant. The term loan has no financial covenants. All of Planet Fitness' assets are encumbered to secure borrowings under the senior secured bank facility and the facilities for company-owned locations are leased; however, the credit agreement permits asset sales to franchisees (with certain limitations), providing an alternate source of liquidity. The B1 ratings on Planet Fitness' senior secured revolver and term loan are in line with the company's CFR, as the bank facility comprises 100% of the company's debt capital structure. The stable rating outlook reflects Moody's expectation that operating performance will continue to improve over the next year as the company expands its network of franchised clubs. In addition, Moody's expects that free cash flow will remain positive and that the company will reduce debt/EBITDA to close to 4.5x by the end of 2017. An upgrade is unlikely given the company's small size and expectations that total debt will remain well in excess of annual revenues over our forecast horizon, coupled with event risk related to the material private equity ownership overhang. However, positive rating actions could be taken if the company achieves significant profitable growth in total revenues and continued system-wide and comparable club revenue growth while maintaining an overall good liquidity profile. In terms of financial metrics, a commitment to debt/EBITDA sustained below 4.0x and free cash flow to debt above 8% could result in positive rating actions. The ratings could be downgraded if debt/EBITDA is sustained above 5.0x or if EBITA interest coverage approaches 2.0x. A material weakening of the company's liquidity profile or additional debt-financed distributions could lead to negative rating actions. The principal methodology used in these ratings was "Business and Consumer Service Industry" published in October 2016. Planet Fitness franchises and owns and operates fitness clubs across the United States, Canada and in Puerto Rico. There were 1,242 Planet Fitness locations as of September 30, 2016, of which 1,184 were franchised and 58 were company-owned and operated. Planet Fitness is currently majority-owned by TSG Consumer Partners and two of the company's original franchising cofounders. During the 12 months ended September 30, 2016, Planet Fitness generated $368 million in corporate revenue ($1.8 billion of system-wide sales). PLANET INTERMEDIATE: S&P Affirms 'BB-' CCR, Outlook Stable ---------------------------------------------------------- S&P Global Ratings said it affirmed its 'BB-' corporate credit rating on Planet Intermediate LLC. The rating outlook is stable. At the same time, S&P affirmed its 'BB-' issue-level rating on direct subsidiary Planet Fitness Holdings LLC's proposed upsized aggregate $815 million senior secured credit facility (consisting of an upsized $75 million undrawn revolver due 2019 and an upsized $740 million term loan B due 2021). The recovery rating on the facility remains '3', reflecting S&P's expectation for meaningful (50%-70%; lower half of the range) recovery for lenders in the event of a payment default. S&P affirmed the issue-level rating on the senior secured facility despite the incremental debt because it is offset by an increase in our emergence valuation on the company to reflect a material level of club openings in 2016. The company plans to raise the additional $230 million term loan under its existing senior secured credit facility. This incremental debt will have the same 2021 maturity and other terms as the existing facility and the aggregate size of the senior secured facility will increase to $815 million upon closing. Planet plans to use the proceeds, along with cash on the balance sheet, to fund up to a $280 million distribution to the company's shareholders and to pay fees and expenses. "The affirmation reflects our expectation that strong anticipated operating performance through 2017 will largely offset the incremental leverage added by the proposed transaction," said S&P Global Ratings credit analyst Justin Gerstley. S&P expects adjusted debt to EBITDA in 2016 will increase to around 5x, about 1x higher than S&P's previous base-case forecast for 2016. In addition, S&P expects FFO to debt will deteriorate to near 12% in 2016, several percentage points lower than S&P's previous base-case forecast for 2016. S&P continues to factor into its aggressive financial risk assessment on Planet Intermediate the tendency of financial sponsor controlled companies to increase leverage over time to fund distributions to shareholders, as well as management's policy that it could increase leverage up to 5x on a reported basis. In addition, S&P's revised debt to EBITDA forecast in 2017 will be below its 5x debt to EBITDA and at about our 12% FFO to debt downgrade thresholds. The affirmation also reflects S&P's expectation the company will continue to successfully expand its franchise base and experience good growth at existing franchise and company-owned stores. The stable outlook reflects S&P's belief that the company's sponsor, TSG Consumer Partners LLC, may continue to sell down its ownership stake and that Planet Intermediate will not engage in leveraging transactions that returns capital to shareholders in a manner that sustains adjusted debt to EBITDA above 5x or FFO to debt below 12%, which are our downgrade thresholds. In addition, the sponsor's 46.5% controlling interest and management's stated financial policy will most likely limit any upgrade from improvement in credit measures that would otherwise occur from expected good operating performance. POSITIVEID CORP: Stockholders Elect Four Directors -------------------------------------------------- PositiveID Corporation held an annual meeting of stockholders on Oct. 26, 2016, at which the stockholders: (a) approved the grant of discretionary authority to the Board of Directors until the Company's next annual meeting of stockholders to adopt an amendment to the Company's Third Amended and Restated Certificate of Incorporation, as may be amended from time to time, to decrease the Company's authorized capital stock from 3,900,000,000 shares to 1,900,000,000 shares, such that the capital stock of the Company will consist of 1,895,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share; (b) elected William J. Caragol, Jeffrey S. Cobb, Michael E. Krawitz and Ned L. Siegel as directors to hold office until the 2017 annual meeting of stockholders and until their successors have been duly elected and qualified; (c) ratified the appointment of Salberg & Company, P.A. as the Company's independent registered public accounting firm for the year ending Dec. 31, 2016; (d) approved the Company's Third Amended and Restated Certificate of Incorporation; and (e) approved the resolutions that have been adopted by the Company's Board of Directors to ratify each possible "defective corporate act" (as defined in Section 2014 of the Delaware Corporation General Law) set forth in those resolutions and to approve the filing of certificates of validation with the Secretary of State of Delaware. A quorum was present because 29,663,147 shares of common stock, representing holders of over 76% of the Company's shares of common stock outstanding (38,649,070) on the Record Date (as defined in the Company's proxy materials), submitted votes by proxy or in person at the Annual Meeting. Each of the 2,262 shares of Series II Preferred Stock outstanding on the Record Date submitted votes by proxy or in person at the Annual Meeting. About PositiveID Delray Beach, Fla.-based PositiveID Corporation has historically developed, marketed and sold RFID systems used for the identification of people in the healthcare market. Beginning in early 2011, the Company has focused its strategy on the growth of its HealthID business, including the continued development of its GlucoChip, its Easy Check breath glucose detection device, its iglucose wireless communication system, and potential strategic acquisition opportunities of businesses that are complementary to its HealthID business. PositiveID reported a net loss attributable to common stockholders of $11.5 million on $2.94 million of revenues for the year ended Dec. 31, 2015, compared with a net loss attributable to common stockholders of $8.22 million on $945,000 of revenues for the year ended Dec. 31, 2014. As of June 30, 2016, PositiveID had $2.85 million in total assets, $16.2 million in total liabilities and a stockholders' deficit of $13.35 million. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company reported a net loss, and used cash for operating activities of approximately $11,404,000 and $4,507,000 respectively, in 2015. At Dec. 31, 2015, the Company had a working capital deficiency, a stockholders' deficit and an accumulated deficit of approximately $10,694,000, $11,842,000 and $144,161,000 respectively. These matters raise substantial doubt about the Company's ability to continue as a going concern. PROFESSIONAL DIVERSITY: Extends Self-Tender Offer Until Nov. 7 -------------------------------------------------------------- Professional Diversity Network, Inc. has extended the expiration date of its self-tender offer for up to 312,500 shares of its common stock until 10:00 a.m., New York City time, on Nov. 7, 2016, unless further extended or terminated. Except for the extension of the tender offer, all other terms and conditions of the tender offer remain unchanged. Continental Stock Transfer & Trust Company, Inc., the depositary for the tender offer has advised that as of 10:00 a.m., New York City time, on Oct. 27, 2016, approximately 1,023,818 shares of common stock have been validly tendered and not withdrawn pursuant to the tender offer, representing approximately 56.41% of the outstanding shares. PDN is extending the expiration date of the tender offer because the condition relating to receipt of approval from the Committee on Foreign Investment in the United States (CFIUS) with respect to the proposed issuance of 51% of PDN's outstanding common stock on a fully diluted basis to Cosmic Forward Limited has not yet been satisfied as of the previously scheduled expiration date of the tender offer. About Professional Diversity Professional Diversity Network, Inc., is a dynamic operator of professional networks with a focus on diversity. The Company serves a variety of such communities, including Women, Hispanic-Americans, African-Americans, Asian-Americans, Disabled, Military Professionals, and Lesbian, Gay, Bisexual and Transgender (LGBT). The Company's goal is (i) to assist its registered users and members in their efforts to connect with like-minded individuals, identify career opportunities within the network and (ii) connect members with prospective employers while helping the employers address their workforce diversity needs. As of June 30, 2016, Professional Diversity had $37.4 million in total assets, $16.5 million in total liabilities and $20.9 million in total stockholders' equity. The Company reported a net loss of $35.8 million in 2015 following a net loss of $3.65 million in 2014. R & R INDUSTRIES: Disclosures Conditionally OK'd; Hearing on Dec. 1 ------------------------------------------------------------------- The Hon. Cynthia C. Jackson of the U.S. Bankruptcy Court for the Middle District of Florida has conditionally approved R & R Industries, Inc.'s disclosure statement referring to the Debtor's plan of reorganization. A hearing to consider the adequacy of the Disclosure Statement and the confirmation of the Plan will be held on Dec. 1, 2016, at 2:45 p.m. Creditors and other parties in interest will file with the Clerk their written acceptances or rejections of the Plan (ballots) no later than seven days before the date of the Confirmation Hearing. Objections to Disclosure Statement or confirmation of the Plan must be filed no later than seven days before the date of the confirmation hearing. The Debtor will file a ballot tabulation no later than four days before the date of 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 attorneys, accountants, auctioneers, appraisers, and other professionals for compensation from the estate of the Debtor, must timely file applications for the allowance of the claims with the Court allowing at least 21 days notice time prior to the date of the confirmation hearing. An election pursuant to 11 U.S.C. Section 1111(b) must be filed no later than 7 days before the date of the confirmation hearing. Four 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 11 U.S.C. Section 1129 of the Bankruptcy Code are met. About R & R Industries R & R Industries, Inc., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-00346) on Jan. 18, 2016. Scott W. Spradley, Esq., at The Law Offices of Scott W Spradley, P.A., in Flagler Beach, Florida, serves as the Debtor's counsel. The Debtor estimated less than $10 million in liabilities. RENNOVA HEALTH: Aella Ltd. Reports 5.6% Stake as of Sept. 21 ------------------------------------------------------------ In an amended Schedule 13D filed with the Securities and Exchange Commission, Aella Ltd., disclosed that as of Sept. 21, 2016, it beneficially owns 3,073,493 Shares (or approximately 5.6% of the total number of Shares deemed outstanding) of Rennova Health, Inc. Aella may be deemed to have shared dispositive and voting power with respect to those Shares with The Olive Tree Trust and P. Wilhelm F. Toothe, as trustee of The Olive Tree Trust. Those Shares do not include Shares owned by a third party entity, and which third party entity is owned by a trust of which P. Wilhelm F. Toothe serves as trustee. The Amendment No. 1 to Schedule 13D was filed to report the conversion by Aella of 1,000 shares of the Issuer's Series B Convertible Preferred Stock on Sept. 21, 2016, into 1,146,789 Shares. On Aug. 5, 2016, Aella was issued 83,334 Shares (at $0.30 per Share), by the Company in exchange for the cancellation of certain outstanding indebtedness the Company owed to Aella. A full-text copy of the regulatory filing is available at: https://is.gd/J6QboH 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 for the year ended Dec. 31, 2015, following net income attributable to the Company's common shareholders of $2.81 million for the year ended Dec. 31, 2014. The Company said in its annual report for the year ended Dec. 31, 2015, that "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." RESOLUTE ENERGY: Firewheel Energy et al., Hold 12.1% Equity Stake ----------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Firewheel Energy, LLC, EnCap Energy Capital Fund VIII, L.P., and EnCap Partners, LLC disclosed that as of Oct. 7, 2016, they beneficially own 2,114,523 shares of common stock of Resolute Energy Corporation which represents 12.06 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/3GJmLV About Resolute Energy Corporation Resolute Energy Corp. -- http://www.resoluteenergy.com/-- 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. 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. RITE AID: Fitch Maintains 'B' LT Issuer Default Rating on RWP ------------------------------------------------------------- Fitch Ratings has maintained Rite Aid Corporation's 'B' Long-Term Issuer Default Rating (IDR) on Rating Watch Positive. Fitch placed Rite Aid on Rating Watch Positive following the October 2015 announcement by Walgreens Boots Alliance, Inc. (Walgreens) that it will acquire all outstanding shares of Rite Aid, for $9.00 per share in cash, for a total enterprise value of approximately $17.2 billion, including acquired net debt. This values Rite Aid at almost 14x Fitch's projected 2016 EBITDA of approximately $1.25 billion including a full year of results from its June 2015 of EnvisionRx. Walgreens expects the transaction to close in early 2017, subject to approval by antitrust regulators. The Rating Watch Positive reflects Walgreen's significant financial strength. Fitch's 'BBB' rating on Walgreens reflects our expectations that leverage (including Rite Aid) could improve to the low-3x by fiscal 2019 from a proforma leverage in the low-4x based on growth in WBA's EBITDA, realization of the expected Rite Aid synergies, as well as use of FCF for debt repayment. The company's $1 billion cost synergy target from this acquisition is predicated largely on improved sourcing, in addition to reducing duplicative costs in the combined entity. Based on visibility into these synergy opportunities, Fitch believes at least $750 million of the $1 billion targeted synergy savings are possible by fiscal 2019, though mitigated by around $400 million EBITDA reduction, assuming the FTC mandates approximately 1,000 store divestitures due to local market share concerns. Walgreens will finance the deal with existing cash, new debt issuance and assumption of existing RAD debt. Fitch estimates Walgreens will fund the acquisition with $14.6 billion of debt. Of the $7.3 billion in outstanding Rite Aid debt, Walgreens will pay off $5 billion and assume $2.3 billion of unsecured debt, which is made up of the $1.8 billion notes due 2023, $295 million notes due 2027 and $128 million notes due 2028. Walgreens has obtained $6 billion in term loans and $6 billion of unsecured notes to fund the acquisition. KEY RATING DRIVERS Improved Retail Network The merger will create the dominant U.S. drugstore network of approximately 13,000 stores with a U.S. sales base of $115 billion (Walgreens Retail Pharmacy USA division plus Rite Aid consolidated sales, including EnvisionRx), prior to any potential FTC-mandated divestitures. There are about 13 states, primarily located in the East Coast and California where the companies each operate about 3,000 stores and have sizeable overlap that could see antitrust concerns. Fitch has modelled 1,000 FTC mandated divestitures in its projections. Longer term, the company could continue to rationalize the store base further to consolidate market share and improve profitability. Rite Aid would improve Walgreens' national retail coverage, particularly in Southern California and Northeastern U.S. markets, positioning it well to compete for inclusion in narrow and preferred pharmacy networks. At the end of Walgreens' fiscal 2015 (ending Aug 2015), 76% of U.S. households operated within a five-mile radius of a Walgreens or Duane Reade (also owned by Walgreens) and Fitch anticipates the coverage is likely to rise to the mid-to-high 80% range at the close of the acquisition. Update on Rite Aid's Retail Business on Stand Alone Basis Fitch expects Rite Aid's EBITDA before the contribution from EnvisionRx to be $1.0 billion - $1.1 billion in 2016 and potentially below $1 billion in 2017. This compares to $1.3 billion in 2015. Rite Aid's pharmacy comps slowed considerably beginning 2Q15 from 4%+ over the prior two years as the company began to cycle the prior year's strong Medicaid expansion benefit. Pharmacy script count was negative 2% in 2Q16 versus being relatively flat over the prior four quarters given pressure on the Med Part D business. The reimbursement rate cuts continue to pressure gross margin and Fitch expects retail gross margin to decline 25 - 50 bps annually over the next 2 - 3 years. Front end sales have been flat to modestly positive as the company has dedicated increased capex toward store remodels and some store relocation activity. As a result, Fitch expects same-store sales to be negative 1.5% in 2016 and flat to modestly negative in 2017. Update On EnvisionRx Rite Aid's acquisition of EnvisionRx, an independent full-service pharmacy benefit management (PBM) company, closed in June 2015 and has since generated a full year of business, producing $6.3 billion in revenues and approximately $160 million in adjusted EBITDA for the LTM period ended Aug. 27, 2016. Fitch views this acquisition as a positive move as it will enable the company to expand its distribution channels by getting a foothold in the specialty and mail-order channels. The acquisition was supported by Rite Aid's improved credit metrics and cash flow profile over the preceding three years, enabling it to start making investments that will help strengthen its competitive positioning over the medium-longer term in the complex and evolving healthcare landscape where there is increased demand for an integrated health and wellness offering. Fitch expects EBITDA from EnvisionRx could potentially double over the next five years on additional contract wins and growth in its specialty business. KEY ASSUMPTIONS -- Rite Aid's EBITDA before the contribution from EnvisionRx is expected to be $1.0 billion - $1.1 billion in 2016 and potentially below $1 billion in 2017. Same store sales of negative 1.5% in 2016 and flat to modestly negative in 2017. Retail gross margin is expected to remain under pressure due to reimbursement rate cuts in the pharmacy business. -- EnvisionRx is projected to have 2016 revenues of approximately $6.1 billion and EBITDA in a range of $180 to $200 million. Fitch expects EBITDA from this business could potentially double over the next five years on additional contract wins and growth in its specialty business. -- Fitch expects FCF to be close to $200 million in 2016 and $100 million in 2017. Leverage is expected to be in the mid 6x over the next 24 - 36 months. RATING SENSITIVITIES Fitch would expect to upgrade Rite Aid's existing debt to the 'BBB' category assuming the merger closes as contemplated. If the merger is terminated, future developments that may, individually or collectively, lead to a positive rating action is if Rite Aid sustains positive comparable store sales and EBITDA in the $1.5 billion range or better, enabling to company to further reduce debt and reduce adjusted debt/EBITDAR towards the mid-5.0x range. Negative Rating Action: A negative rating action, without the acquisition, could result from deteriorating sales and profitability trends that take leading to negative FCF and leverage towards 8x. LIQUIDITY Rite Aid had total liquidity of $1.4 billion as of August 27, 2016, consisting of $136 million in cash and $1.3 billion of revolver availability. Fitch expects FCF to be close to $200 million in 2016 and $100 million in 2017. RECOVERY CONSIDERATIONS - for Rite Aid on Standalone Basis The issue ratings below are derived from the IDR and the relevant Recovery Rating. Fitch's recovery analysis assumes distressed enterprise value of approximately $6.0 billion on Rite Aid's existing inventory, receivables, prescription files and owned real estate. The $3.7 billion revolving credit facility due January 2020 has a first lien on the company's cash, accounts receivable, investment property, inventory, and script lists, and is guaranteed by Rite Aid's subsidiaries. This results in outstanding recovery prospects (91% - 100%) that support the 'BB/RR1' rating. The senior secured credit facility requires the company to maintain a minimum fixed charge coverage ratio of 1.0x only if availability on the revolving credit facility is less than $175 million at any time. The $970 million in Tranche 1 and Tranche 2 term loans have a second lien on the same collateral as the revolver and term loans and are guaranteed by Rite Aid's subsidiaries. These are also expected to have outstanding recovery prospects and are rated 'BB/RR1'. The existing $3.5 billion guaranteed unsecured notes are expected to have average recovery prospects (31%-50%) and are therefore rated 'B/RR4'. The approximately $420 million unsecured non-guaranteed notes are assumed to have poor recovery prospects (0% - 10%) in a distressed scenario. FULL LIST OF RATING ACTIONS Fitch maintains Positive Watch on the following ratings: Rite Aid -- Long-Term IDR 'B'; -- Secured revolving credit facility and term loans 'BB'/'RR1'; -- Guaranteed Senior Unsecured Notes 'B'/'RR4' -- Non-guaranteed senior unsecured notes 'CCC+'/'RR6'. ROOT9B TECHNOLOGIES: Stockholders OK Reverse Common Stock Split --------------------------------------------------------------- root9B Technologies, Inc., held its 2016 special meeting of stockholders on Oct. 24, 2016. A total of 64,048,155 shares of common stock -- including 2,380,952 shares of Series C Preferred Stock that voted as if converted to 7,142,856 shares of common stock -- or approximately 69.99% of the Company's common stock issued and outstanding as of the record date of Sept. 9, 2016, were represented at the Meeting in person or by proxy, which constituted a quorum. At the Meeting, the stockholders approved an amendment to the Company's certificate of incorporation to effect a reverse stock split at a ratio to be determined by the Company's Board of Directors within the range of 1:9 to 1:18. The stockholders also approved an amendment to the Company's certificate of incorporation to decrease the number of authorized shares of common stock. About Root9B Root9B Technologies, Inc., is a provider of cybersecurity, business advisory services principally in regulatory risk mitigation, and energy and controls solutions. As of June 30, 2016, Root9B had $34.75 million in total assets, $13.81 million in total liabilities and $20.93 million in total stockholders' equity. Root9B reported a net loss of $8.33 million in 2015 following a net loss of $24.43 million in 2014. Root9B Technologies said in its quarterly report on Form 10-Q for the three months ended June 30, 2016, that the Company continues to pursue available options for obtaining additional financing. However, no assurances can be given that the Company will be successful in obtaining the necessary financing. Without additional funding, the issues of not generating material revenue increases and having negative operating cash flows, among other issues, raise substantial doubt about the Company's ability to continue as a "going concern." ROYAL FLUSH: Hires Calaiaro Valencik as Counsel ----------------------------------------------- Royal Flush, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Calaiaro Valencik as counsel to the Debtor. Royal Flush requires Calaiaro Valencik to: a. prepare the bankruptcy petition and attendance at the first meeting of creditors; b. represent the Debtor in relation to acceptance or rejection of executory contracts; c. advise the Debtor with regard to its rights and obligations during the Chapter 11 reorganization; d. advise the Debtor regarding possible preference actions; e. represent of the Debtor in relation to any motions to convert or dismiss the Chapter 11 case; f. represent of the Debtor in relation to any motions for relief from stay filed by creditors; g. prepare the Plan of Reorganization and Disclosure Statement; h. prepare any objection to claims in the Chapter 11 case; and i. represent the Debtor in general. Calaiaro Valencik will be paid at these hourly rates: Donald R. Calaiaro $350 David Z. Valencik $300 Staff Attorney $250 Paralegal $100 Calaiaro Valencik will be paid a retainer in the amount of $8,000. Calaiaro Valencik will also be reimbursed for reasonable out-of-pocket expenses incurred. To the best of the Debtor's knowledge 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. Calaiaro Valencik can be reached at: Donald R. Calaiaro, Esq. David Z. Valencik, Esq. 428 Forbes Avenue, Suite 900 Pittsburgh, PA 15219-1621 Tel: (412) 232-0930 E-mail: dcalairo@c-vlaw.com dvalencik@c-vlaw.com About Royal Flush Headquartered in Spring Church, Pennsylvania, Royal Flush, Inc., filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case No. 16-23458) on Sept. 15, 2016, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Carol A. Swank, secretary/treasurer. Judge Jeffery A. Deller presides over the case. Donald R. Calaiaro, Esq., at Calaiaro Valencik serves as the Debtor's bankruptcy counsel. Andrew R. Vara, Acting U.S. Trustee for Region 3, on Oct. 20, 2016, appointed five creditors of Royal Flush, Inc., to serve on the official committee of unsecured creditors. SAEXPLORATION HOLDINGS: Amends Senior Loan Facility --------------------------------------------------- SAExploration Holdings, Inc., as borrower, and each of the Company's domestic subsidiaries, as guarantors, on June 29, 2016, entered into a new senior secured multi-draw term loan facility with the lenders, including the so-called Supporting Holders, from time to time party thereto, and Delaware Trust Company, as collateral agent and administrative agent. In addition to the Supporting Holders, all holders of Existing Notes that participated in the Exchange Offer were also able to participate as lenders in the Senior Loan Facility based on their proportionate ownership of Existing Notes. The Senior Loan Facility provides, pursuant to the previously reported borrowing schedule, up to a maximum amount of $30 million. The Company and a majority of the Lenders of the Senior Loan Facility have entered into a First Amendment, dated as of Oct. 24, 2016, to the Senior Loan Facility. The First Amendment removed the condition requiring the Company to receive tax credit certificates from the State of Alaska in an amount of at least $25 million. The First Amendment provides that the Lender's obligation to make any Subsequent Advances is subject to the fulfillment of each condition to the Second Advance to the satisfaction of the Lenders, as defined in the Senior Loan Facility. About SAExploration Holdings, Inc. SAExploration Holdings, Inc., and its subsidiaries are internationally-focused oilfield services company offering a full range of vertically-integrated seismic data acquisition and logistical support services in Alaska, Canada, South America, and Southeast Asia to its customers in the oil and natural gas industry. In addition to the acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data on land, in transition zones between land and water, and offshore in depths reaching 3,000 meters, the Company offers a full-suite of logistical support and in-field data processing services. The Company operates crews around the world that are supported by over 29,500 owned land and marine channels of seismic data acquisition equipment and other leased equipment as needed to complete particular projects. SAExploration reported a net loss attributable to the Corporation of $9.87 million in 2015 following a net loss attributable to the Corporation of $41.8 million in 2014. As of June 30, 2016, SAExploration had $207 million in total assets, $221 million in total liabilities and a total stockholders' deficit of $13.9 million. * * * In June 2016, S&P Global Ratings lowered its corporate credit rating on SAExploration Holdings to 'CC' from 'CCC-'. The outlook remains negative. The downgrade follows SAExploration's announcement that it plans to launch an exchange offer to existing holders of its 10% senior secured notes for shares of common equity and a new issue of second-lien notes. In September 2016, Moody's Investors Service withdrew SAExploration's 'Caa2' Corporate Family Rating and other ratings. SAEXPLORATION HOLDINGS: Has Access to Remaining $15-Mil. Loan ------------------------------------------------------------- SAExploration Holdings, Inc. announced that it has received approximately $24.4 million of tax credit certificates from the state of Alaska's Department of Revenue. SAE further announced that as a result of receiving these tax credit certificates, and having substantially satisfied the conditional requirements under its senior term loan facility, it has been granted access to the remaining $15 million of funding available under its Senior Loan Facility. Jeff Hastings, Chairman and CEO of SAE, commented, "We are very pleased that we have begun to receive tax credit certificates from the State of Alaska sooner than expected and access to the remaining $15.0 million under our Senior Loan Facility ensures our ability to progress through the receipt and monetization of the remaining tax credits. We believe the value that can ultimately be derived from these tax credit certificates, and those yet to be issued, will be highly accretive to the company and to our stockholders." While some applications for tax credit certificates are still being processed by the State of Alaska, and certain remaining applications cannot be filed until after Jan. 1, 2017, SAE currently expects to receive an additional $60.5 million of tax credit certificates from the State of Alaska over the next twelve months. While the method, terms and conditions are not certain, the company remains optimistic that it will be able to ultimately monetize a significant portion of its tax credit certificates absent material changes in Alaskan laws and further believes this process could begin before the end of this year. Any amounts received for the tax credit certificates will be applied towards the company's outstanding accounts receivable. Consistent with the company's past disclosure practices, however, SAE does not intend to disclose the monetization of any of its tax credit certificates, outside of its customary disclosures made in its periodic filings with the SEC. Under the terms of SAE's recently completed comprehensive restructuring, receipt of certificates evidencing Alaskan tax credits in excess of $25 million was a condition precedent to the advance of the remaining $15 million available under the Senior Loan Facility. Having substantially satisfied this requirement by receiving $24.4 million, or approximately 98%, of the required $25.0 million in face value of tax credit certificates, on Oct. 24, 2016, a majority of the lenders under the Senior Loan Facility entered into Amendment No.1 to the Senior Loan Facility agreement, which waived the $25 million requirement, thereby granting SAE access to the remaining $15 million. About SAExploration Holdings, Inc. SAExploration Holdings, Inc., and its subsidiaries are internationally-focused oilfield services company offering a full range of vertically-integrated seismic data acquisition and logistical support services in Alaska, Canada, South America, and Southeast Asia to its customers in the oil and natural gas industry. In addition to the acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data on land, in transition zones between land and water, and offshore in depths reaching 3,000 meters, the Company offers a full-suite of logistical support and in-field data processing services. The Company operates crews around the world that are supported by over 29,500 owned land and marine channels of seismic data acquisition equipment and other leased equipment as needed to complete particular projects. SAExploration reported a net loss attributable to the Corporation of $9.87 million in 2015 following a net loss attributable to the Corporation of $41.8 million in 2014. As of June 30, 2016, SAExploration had $207 million in total assets, $221 million in total liabilities and a total stockholders' deficit of $13.9 million. * * * In June 2016, S&P Global Ratings lowered its corporate credit rating on SAExploration Holdings to 'CC' from 'CCC-'. The outlook remains negative. The downgrade follows SAExploration's announcement that it plans to launch an exchange offer to existing holders of its 10% senior secured notes for shares of common equity and a new issue of second-lien notes. In September 2016, Moody's Investors Service withdrew SAExploration's 'Caa2' Corporate Family Rating and other ratings. SAM DANIEL: Case Summary & 15 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Sam Daniel Dason DDS A Professional Dental Corporation dba Colton Dental Group dba Dersert Dental Services dba San Bernardino Dental Group 944 Via Lata Colton, CA 92324 Tel: 213-359-1097 Case No.: 16-19604 Chapter 11 Petition Date: October 28, 2016 Court: United States Bankruptcy Court Central District of California (Riverside) Judge: Hon. Mark D. Houle Debtor's Counsel: Michael S Kogan, Esq. KOGAN LAW FIRM APC 1849 Sawtelle Blvd., Suite 700 Los Angeles, CA 90025 Tel: 310-954-1690 Email: mkogan@koganlawfirm.com Total Assets: $112,200 Total Liabilities: $4.44 million The petition was signed by Sam Dason, president. A list of the Debtor's 15 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb16-19604.pdf SANDIA DISTRIBUTOR: Hires Price Kong as Accountant -------------------------------------------------- Sandia Distributor, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Arizona to employ Price Kong CPA and Consultants as accountant to the Debtor. Sandia Distributor requires Price Kong to provide accounting services to the Debtor in relation to the bankruptcy proceedings. Price Kong will be paid at the hourly rate of $325. Price Kong will also be reimbursed for reasonable out-of-pocket expenses incurred. To the best of the Debtor's knowledge 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. Price Kong can be reached at: Anthony M. Kong PRICE KONG CPA AND CONSULTANTS 5300 N Central Ave, Suite 200 Phoenix, AZ 85012 Tel: (602) 776-6300 About Sandia Distributor Sandia Distributors, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 15-12314) on September 25, 2015, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Eric Ollason, Esq. SEEGRID CORP: Court Allows Former CEO's Claims ---------------------------------------------- Judge Brendan Linehan Shannon of the United States Bankruptcy Court for the District of Delaware overruled each of Seegrid Corporation's objections to Claims 19, 20 and 21 and allowed the claims in their entirety. The claims were filed by Seegrid's former CEO, Mr. Anthony Horbal (or entities controlled by Mr. Horbal) and seek (i) payment for amounts alleged to be due under Mr. Horbal's employment agreement and (ii) reimbursement of costs relating to Mr. Horbal's use of Seegrid's aircraft on company business. Claim 20 was filed by HERC Management Services, LLC, an entity created and controlled by Mr. Horbal, seeking allowance of an unsecured prepetition claim in the aggregate amount of $282,537.66. The lion's share of Claim 20 consists of a $200,000 fee payable upon Mr. Horbal's termination without cause and a $50,000 "quarterly fee" alleged to be due under Mr. Horbal's employment agreement. The balance of Claim 20 relates to unpaid health insurance obligations and travel reimbursements. Seegrid objected to Claim 20 on several grounds. First, Seegrid contended that there was no written contract in effect between the parties at the time of Mr. Horbal's termination. Seegrid contended that the Consulting/Management Services Agreement, whereby Mr. Horbal was engaged to serve as President of Seegrid, was effectively terminated when Mr. Horbal shifted in 2012 from President to Chief Executive Officer. No new agreement or amendment to the existing agreement was entered into. Judge Shannon, however, pointed out that Pennsylvania contract law recognizes that a contractual arrangement may be modified by subsequent conduct. Thus, the judge held that the agreement did not lapse upon Mr. Horbal's transition from President to CEO, and that Mr. Horbal is entitled to seek to recovery under the agreement on account of his termination. Alternatively, Seegrid contended that Claim 20 should be disallowed because it believes that Mr. Horbal breached his fiduciary duties and was terminated "for cause". The cause identified by Seegrid relates to two areas: (i) Mr. Horbal's alleged disruptive and threatening conduct toward other Company Board members; and (ii) his refusal to allow a representative of Giant Eagle, Seegrid's largest stakeholder, to review the company's books and records. Judge Shannon noted that there is no contemporaneous writing -- not a termination letter, not a board resolution, not even an email -- to support the proposition that Seegrid fired its CEO for cause. Thus, the judge was deeply skeptical that Seegrid actually fired Mr. Horbal for cause in July 2014. Further, while Mr. Horbal did not really deny Seegrid's allegations, he observed that he is "a passionate guy" and that he sought to remind the other Board members of their fiduciary duties and saw it as his duty to press for alternatives and to warn against the risk that Giant Eagle, the Company's largest stakeholder, might seize control of Seegrid as a result of the company's crisis. Judge Shannon found that, although Mr. Horbal may have been right or wrong in this, the record does not support any finding that he breached his fiduciary duty in this context. Finally, Seegrid objected to Claim 20 on the ground that Mr. Horbal failed to disclose a prior felony conviction. The record reflects that, in the 1980s, Mr. Horbal operated a retail fur business when he was in his twenties. He testified at trial without contradiction that in 1987, one of his trucks was stopped by a customs agent at the U.S. – Canada border. The necessary paperwork was not in order, and Mr. Horbal was apparently charged with making a false statement to a federal official. Mr. Horbal testified in his deposition that he disclosed the existence of the conviction to Mr. Heilman and to Mr. Shapira when he joined the Company in 2009. Judge Shannon found that the record supports that Mr. Horbal timely disclosed the conviction. Further, the judge observed that the decades-old conviction is a relatively minor consideration in the context of Mr. Horbal's relationship with Seegrid, and that it appears that attention to this event is little more than a post-hoc attempt by the company to justify the termination. Claims 19 and 21 relate to requests for reimbursement of expenses incurred in connection with Mr. Horbal's travel on two private aircraft leased by Seegrid. Mr. Horbal owns or controls Screaming Eagle, Inc. and Great American Health Plans, Inc., which lease two aircraft to Seegrid and provide for pilot services for these aircraft, respectively. Screaming Eagle filed Claim 19 in the amount of $274,408.59 on account of prepetition invoices for flights on the G200. As a result of negotiations and discussions between the parties prior to trial, the amount of Claim 19 that remains unpaid and disputed by the Seegrid is $241,924.86. Claim 21 was filed by Great American, which is another entity owned or controlled by Mr. Horbal. Great American was engaged by contract with Seegrid to provide the pilots and related support services for Seegrid's use of company aircraft. By Claim 21, Great American sought $28,800 for pilot services relating to the flights identified in Claim 19. All in, Mr. Horbal (through his corporate entities Screaming Eagle and Great American) sought the sum of $270,724.86 for Claims 19 and 21 on account of the use of company aircraft. Seegrid contended that Mr. Horbal used the aircraft -- and particularly a Gulfstream jet capable of international travel -- without necessary authorization and in violation of a policy adopted by the company's Board of Directors. Seegrid's Board of Directors adopted a "Non-Commercial Aircraft Travel Policy" on January 31, 2012. Seegrid contended that the Aircraft Policy was subsequently modified in late 2012 to impose significant restrictions upon use of the G200. Judge Shannon, however, found that there is no document or resolution that would indicate a revision to or replacement of the Aircraft Policy approved by the Board in January of 2012. Construing the Aircraft Policy, the judge concluded that Mr. Horbal had authority to approve use of the G200. Based upon the authority granted Mr. Horbal under the Aircraft Policy and the testimony reflecting the business purpose of the various flights, Judge Shannon found that Mr. Horbal has carried his burden regarding Claims 19 and 21. A full-text copy of Judge Shannon's October 27, 2016 order is available at http://bankrupt.com/misc/deb14-12391-447.pdf Reorganized Debtor is represented by: Curtis S. Miller, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 North Market Street Wilmington, DE 19899 Tel: (302)658-9200 Fax: (302)658-3989 Email: cmiller@mnat.com -- and -- Jonathan D. Marcus, Esq. Scott Livingston, Esq. MARCUS & SHAPIRA LLP 302 Grant Street, 35th Floor One Oxford Centre Pittsburgh, PA 15219-6401 Tel: (412)471-3490 Fax: (412)391-8758 Email: jmarcus@marcus-shapira.com livingston@marcus-shapira.com Anthony Horbal, Screaming Eagle Air, Inc. and Great American Health Plans, Inc. are represented by: Duane D. Werb, Esq. WERB & SULLIVAN 300 Delaware Avenue, 13th Fl. Wilmington, DE 19801 Tel: (302)652-1100 Fax: (302)652-1111 -- and -- William A. Brewer, Esq. Michael J. Collins, Esq. BREWER, ATTORNEYS AND COUNSELORS 750 Lexington Avenue, 14th Floor New York, NY 10022 Tel: (212)489-1400 Fax: (212)751-2849 Email: wab@brewerattorneys.com mjc@brewerattorneys.com About Seegrid Corporation Pittsburgh-based Seegrid Corporation is a developer of robotic vision-guided automated vehicles. It was founded in 2003 by two Carnegie Mellon University robotic scientists, Hans Moravec and Scott Friedman. Seegrid Corporation filed for Chapter 11 bankruptcy protection (Bank. D. Del. Case No. 14-12391) on Oct. 21, 2014, estimating its assets at $1 million to $10 million and its debt at $50 million to $100 million. The petition was signed by David Hellman, president. U.S. Bankruptcy Judge Brendan L. Shannon in Delaware confirmed on Jan. 15, 2015, the Company's prepackaged Chapter 11 plan of reorganization. SEMLER SCIENTIFIC: Posts $362,000 Net Loss for Sept. 30 Quarter --------------------------------------------------------------- Semler Scientific, Inc. reported a net loss of $362,000 on $1.98 million of revenue for the three months ended Sept. 30, 2016, compared to a net loss of $1.58 million on $1.56 million of revenue for the three months ended Sept. 30, 2015. For the nine months ended Sept. 30, 2016, the Company reported a net loss of $2.33 million on $5.11 million of revenue compared to a net loss of $4.29 million on $4.06 million of revenue for the same period last year. As of Sept. 30, 2016, Semler had $2.96 million in total assets, $5.76 million in total liabilities and a stockholders' deficit of $2.80 million. "We continue to see improvement in our net loss as our clients continue to migrate to QuantaFlo, our latest cardiovascular product, and as we control our expenses," said Doug Murphy-Chutorian, M.D., chief executive officer of Semler. "These upgrades along with business from new clients are central features of our plan to achieve the goals of profitability, positive cash flow from operations and minimal stockholder dilution," he added. As of Sept. 30, 2016, compared to Dec. 31, 2015, Semler had cash of $517,000, an increase of $112,000, compared to $405,000. 2016 Highlights to Date The major accomplishments of 2016 to date are as follows: 1) Increased the established base of QuantaFlo installations with large health insurance company customers 2) Continued migrating customers to QuantaFlo from its lower- priced predecessor product 3) Contracted with home risk assessment companies to use QuantaFlo in their businesses For the remainder of 2016, revenue from QuantaFlo is expected to continue to grow due to an increasing number of installations, higher average pricing and the recurring revenue business model. Semler now no longer plans to be a primary vendor for WellChec business in the fourth quarter of 2016, preferring instead to work as a secondary vendor to support its HRA customers to deliver this type of service. WellChec was responsible for both substantial revenue growth and associated start-up costs in 2015. Semler's focus on its QuantaFlo business is intended to use less capital, have lower financial risk and require less operational expertise, while potentially being a substantially higher margin business. "We continue to grow QuantaFlo revenue and to reduce our net operating loss, and we are nearing profitability," said Dr. Murphy-Chutorian. "Our desire is to become the standard of care for testing to identify patients at risk for heart attacks and strokes to enable better preventive medical care," he added. A full-text copy of the press release is available at: https://is.gd/Kk4ouz About Semler Scientific Semler Scientific, Inc., provides diagnostic and testing services to healthcare insurers and physician groups. The Portland, Oregon-based Company develops, manufactures and markets proprietary products and services that assist healthcare providers in evaluating and treating chronic diseases. Semler Scientific reported a net loss attributable to common stockholders of $8.50 million on $7 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $4.51 million on $3.63 million of total revenue for the year ended Dec. 31, 2014. BDO USA, LLP, in New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has negative working capital, a deficit in stockholders' equity, recurring losses from operations and expects continuing future losses that raise substantial doubt about its ability to continue as a going concern. SHREE SHIVA: Case Summary & 2 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Shree Shiva, LLC 1250 Pine Street Redding, CA 96001 Case No.: 16-27180 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: October 28, 2016 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Judge: Hon. Christopher D. Jaime Debtor's Counsel: Robert S. Gimblin, Esq. Steve Gimblin, Esq. LAW OFFICES OF STEVE GIMBLIN 1007 Live Oak Blvd. A-3 Yuba City, CA 95991 Tel: 530-671-9822 Email: sg@yubalaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Bhupendrahsihn Thakor, managing member. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/caeb16-27180.pdf SIRIUS INTERNATIONAL: Fitch Rates $250MM Pref. Shares 'BB+' ----------------------------------------------------------- Fitch Ratings has assigned a rating of 'BBB-' to Sirius International Group, Ltd.'s (Sirius) $400 million issuance of 4.6% senior notes due Nov. 1, 2026. KEY RATING DRIVERS This new issue is rated equivalent to Sirius' existing senior notes. The company expects to use the net proceeds from the offering to refinance its $389.7 million of senior notes due March 20, 2017, with any remaining net proceeds for general corporate purposes. Following the refinancing, Sirius' financial leverage ratio (FLR) should remain modest, near the 15.5% FLR at June 30, 2016. RATING SENSITIVITIES The key rating triggers that could result in a downgrade include: -- Significant changes to the operating profile or investment portfolio that increases risk or reduces liquidity; -- Sizable deterioration in capitalization; -- FLR maintained above 32%. The key rating triggers that could lead to an upgrade include: -- Seasoning of ownership by China Minsheng Investment Corp., Ltd. (CMIG) without any adverse consequences, or perceived weakening in CMIG credit profile; -- Improvement in competitive market position while continuing to produce favorable operating results in the challenging reinsurance environment. FULL LIST OF RATING ACTIONS Fitch assigns these ratings: Sirius International Group, Ltd. -- $400 million 4.6% senior notes due Nov. 1, 2026 'BBB-'. Fitch currently rates these with a Stable Outlook: Sirius International Group, Ltd. -- Issuer Default Rating 'BBB'; -- $390 million 6.375% senior notes due March 20, 2017 'BBB-'; -- $250 million non-cumulative perpetual preference shares 'BB+'. Sirius International Insurance Corporation Sirius America Insurance Company -- Insurer Financial Strength 'A-'. SKIN SENSE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Skin Sense, Inc. fdba Be Happy, LLC dba Skin Sense, A Day Spa 6801 Falls of Neuse Road, Suite 110 Raleigh, NC 27615 Case No.: 16-05626 Chapter 11 Petition Date: October 28, 2016 Court: United States Bankruptcy Court Eastern District of North Carolina (Raleigh Division) Judge: Hon. Joseph N. Callaway Debtor's Counsel: Ciara L. Rogers, Esq. THE LAW OFFICES OF OLIVER & CHEEK, PLLC 405 Middle Street New Bern, NC 28560 Tel: 252 633-1930 Fax: 252 633-1950 Email: ciara@olivercheek.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Angela D. Padgett, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nceb16-05626.pdf SMILES AND GIGGLES: US Trustee Fails to Appoint Creditors' Panel ---------------------------------------------------------------- The U.S. Trustee informs the U.S. Bankruptcy Court for the District of South Carolina that a committee of unsecured creditors has not been appointed in the Chapter 11 case of Smiles and Giggles Health Plaza, LLC, due to insufficient response to the U.S. Trustee communication/contact for service on the committee. Smiles and Giggles Health Plaza, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-08203) on Sept. 23, 2016. The Debtor is represented by David W. Steen, Esq., at David W. Steen, P.A. SOLID NORTH: US Trustee Fails to Appoint Creditors' Committee ------------------------------------------------------------- The U.S. Trustee informs the U.S. Bankruptcy Court for the District of South Carolina that a committee of unsecured creditors has not been appointed in the Chapter 11 case of Solid North LLC due to insufficient response to the U.S. Trustee communication/contact for service on the committee. Solid North LLC filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 16-08236) on Sept. 23, 2016, estimating its assets and liabilities at between $500,001 and $1 million each. James L. Clark, Esq., at James L. Clark, PA, serves as the Debtor's bankruptcy counsel. SPI ENERGY: Completes 700 kW Rooftop Solar Project in California ---------------------------------------------------------------- SPI Energy Co., Ltd. announced that it, through its wholly owned subsidiary, SPI Solar, Inc., has completed a rooftop solar project totaling 700 kW with AES Distributed Energy, Inc., a developer, owner, and operator of solar PV projects and a subsidiary of the AES Corporation. The project is located in Sacramento, California at the Golden 1 Center, the world's first LEED Platinum Indoor arena and the home of the National Basketball Association's Sacramento Kings. "The successful development and completion of the Sacramento Kings project is another strong testament to our reliable and high quality products," said Xiaofeng Peng, chairman and CEO of SPI Energy. "We are delighted to witness the Golden 1 Center become the first indoor arena in the world to be fully powered by solar energy. We are pleased to be working with AES DE on this project, and we expect the partnership to continue as we develop more solar projects in the region and throughout the nation." "We are excited to be a part of this innovative project that showcases how our nation's sports and entertainment venues can offer environmentally sustainable solutions," said Woody Rubin, president of AES Distributed Energy. "Our team is honored to partner with the Sacramento Kings and SPI Energy to deliver the benefits of renewable energy." About SPI Energy Co., Ltd. SPI Energy Co., Ltd., (As successor in interest to Solar Power, Inc.), is a global provider of photovoltaic (PV) solutions for business, residential, government and utility customers and investors. SPI Energy focuses on the downstream PV market including the development, financing, installation, operation and sale of utility-scale and residential solar power projects in China, Japan, Europe and North America. The Company operates an innovative online energy e-commerce and investment platform, http://www.solarbao.com/,which enables individual and institutional investors to purchase innovative PV-based investment and other products; as well as http://www.solartao.com/, a B2B e-commerce platform offering a range of PV products for both upstream and downstream suppliers and customers. The Company has its operating headquarters in Shanghai and maintains global operations in Asia, Europe, North America and Australia. SPI Energy reported a net loss of $185 million on $191 million of net sales for the year ended Dec. 31, 2015, compared to a net loss of $5.19 million on $91.6 million of net sales for the year ended Dec. 31, 2014. As of Dec. 31, 2015, SPI Energy had $710 million in total assets, $493 million in total liabilities and $216.55 million in total stockholders' equity. KPMG Huazhen LLP, in Shanghai, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that SPI Energy Co., Ltd. and its subsidiaries have suffered significant losses from operations and have a negative working capital as of Dec. 31, 2015. In addition, the Group has substantial amounts of debts that will become due for repayment in 2016. These factors raise substantial doubt about the Group's ability to continue as a going concern. STERIGENICS-NORDION HOLDINGS: Moody's Lowers CFR to 'B' ------------------------------------------------------- Moody's Investors Service announced one-notch downgrades to the Corporate Family Rating (CFR) and Probability of Default Rating (PDR) of Sterigenics-Nordion Holdings, LLC ("Sterigenics") to B3 and B3-PD, respectively. Concurrent with the downgrade, Moody's revised the rating outlook to stable from negative. Moody's also assigned a Caa2 rating to Sterigenics-Nordion Topco, LLC's new $350 million holdco PIK toggle notes. Proceeds from this issuance will be used to complete a $340 million dividend recapitalization and to pay transaction fees and expenses. At the same time, Moody's affirmed the B1 ratings on Sterigenics' senior secured credit facilities and the Caa1 rating on Sterigenics' existing senior unsecured notes. Ratings downgraded: Sterigenics-Nordion Holdings, LLC -- Corporate Family Rating, to B3 from B2 -- Probability of Default Rating, to B3-PD from B2-PD -- The outlook has been revised to stable from negative. Ratings assigned: Sterigenics-Nordion Topco, LLC -- Senior unsecured PIK Toggle notes due 2021 at Caa2 (LGD 6) -- The outlook is stable. Ratings affirmed: Sterigenics-Nordion Holdings, LLC -- Senior secured first lien revolving credit facility expiring 2020 at B1 (LGD 3) -- Senior secured first lien term loan due 2022 at B1 (LGD 3) -- Senior secured floating rate notes due 2022 at B1 (LGD 3) -- Senior unsecured notes due 2023 at Caa1 (LGD 5) RATINGS RATIONALE The B3 Corporate Family Rating (CFR) is constrained by Sterigenics' very high financial leverage. Pro forma for the dividend recapitalization and recent acquisitions, Moody's projects adjusted debt to EBITDA to be approximately 8.0 times. Moody's expects free cash flow of roughly $40-60 million annually during 2017 and 2018, enabling Sterigenics to reduce its adjusted leverage towards 7.0 times over that time horizon. The rating is further constrained by the company's modest scale and business risks related to vulnerability to supply chain disruptions. Sterigenics is also exposed to environmental risks associated with the highly sensitive nature of the company's handling of hazardous raw materials in its manufacturing process, including radioactive isotopes and toxic gases. The B3 rating is supported by Sterigenics' leading position in the contract sterilization outsourcing market, as well as high barriers to entry and customer switching costs, which lead to relatively stable market share. The rating is further supported by Sterigenics' primary customers, namely medical device and food manufacturers, and the paramount importance of their products' safety. These customers also tend to be less sensitive to economic cycles than companies that produce more discretionary goods. Moody's expects that around two-thirds of the company's EBITDA will be generated by the contract sterilization business, which is likely to remain stable as long as it is not disrupted by raw material sourcing issues. The stable rating outlook reflects Moody's expectation that the company will, through a combination of EBITDA growth and to a lesser extent debt reduction, begin to lower its very high leverage. Moody's could upgrade the ratings if credit metrics improve and financial leverage is lowered such that adjusted debt to EBITDA is sustained below 6.0 times. The company would also need to demonstrate a commitment to more conservative financial policies and successfully manage the transition of its Moly-99 nuclear reactor source. Moody's could downgrade the ratings if the company's capital structure appears untenable, if liquidity materially deteriorates or if a material adverse event results in legal liabilities or a business distribution. The principal methodology used in these ratings was the Business and Consumer Service Industry published in October 2016. Sterigenics-Nordion Holdings, LLC, the parent company of STHI Holdings, Inc., (collectively, "Sterigenics"), headquartered in Oak Brook, IL, is a vertically integrated provider of contract sterilization services, gamma technologies and medical isotopes. The company operates across four businesses: 1) sterilization services (57% of revenues) -- provider of contract sterilization mainly for the medical device industry; 2) gamma technologies (16% of revenues) -- supplier of Cobalt-60 to other companies for contract sterilization; 3) medical isotopes (16% of revenues) -- supplier of medical isotopes for healthcare procedures; and 4) lab services (11% of revenues) -- provider of microbiology testing services. Sterigenics operates 49 facilities across 13 countries and serves over 2,500 customers worldwide. The company generated total LTM revenue of $594 million through June 30, 2016. Sterigenics is majority-owned by private equity firm, Warburg Pincus with a minority interest held by GTCR. STERIGENICS-NORDION HOLDINGS: S&P Affirms 'B' CCR; Outlook Stable ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B' corporate credit rating on Sterigenics-Nordion Holdings LLC. The outlook is stable. S&P also affirmed its 'B' rating on the senior secured debt. The recovery rating on this debt remains '3', indicating S&P's expectations for meaningful (lower half of the 50%-70% range) recovery in the event of a default. S&P affirmed its 'CCC+' rating on the senior unsecured debt. The recovery rating on this debt remains '6', indicating expectations for negligible recovery (0%-10%). At the same time, S&P assigned a 'CCC+' issue-level rating and '6' recovery rating to the new $350 million PIK toggle notes issued by parent holding company Sterigenics-Nordion Topco LLC. "Our affirmation reflects our expectation for continued revenue and EBITDA growth following the company's recapitalization with Warburg Pincus and GTCR in May 2015," said S&P Global Ratings credit analyst Adam Dibe. Although the debt-funded dividend will increase adjusted leverage moderately to 8.5x in 2016 from S&P's previous expectation of 7.4x, it believes that Sterigenics will continue to generate enough cash flow to support its plans for capital expansion and tuck-in acquisitions. Sterigenics is the world's largest provider of contract sterilization services, with a global market share in excess of 35%. Its customers primarily operate in the medical device and food industries. Although the company has a leading position in its specific addressable market, it remains focused on a relatively narrow business niche. In addition, while favorably comparing in scale to its immediate contract sterilization competitors, Sterigenics remains a relatively small player in the broad outsourced contract services space. Although S&P expects leverage will remain over 7x over the next couple of years, our outlook on Sterigenics-Nordion Holdings LLC remains stable based on S&P's view that medical device manufacturers will continue to outsource noncore activities such as sterilization services. This contributes to S&P's expectation that Sterigenics' revenue growth will remain steady and EBITDA will grow. S&P could lower the rating if Sterigenics' operating performance deteriorates to the point where its cash flow turns negative and its interest coverage ratio dips below 1.5x. Such credit measure deterioration would likely result from a revenue shortfall coupled with an EBITDA margin contraction of at least 500 basis points. This could occur if raw material supply problems or unfavorable shifts in demand for Sterigenics' products result in a steep earnings decline. Alternatively, a decline in the company's capacity utilization, possibly from unforeseen operating problems that reduce revenues, could cause substantial erosion of profit margins and free operating cash outflows. While unlikely over the next 12 months, S&P could raise its rating on Sterigenics if the company's leverage ratio falls below 5x and its FFO to debt ratio exceeds 12%. Equally important, S&P will have to be convinced that the company's financial policy is consistent with maintaining its credit measures within the improved range. Given Sterigenics' high leverage and private sponsor ownership, S&P considers this highly unlikely over the next year. STONE ENERGY: Geosphere Capital Holds 8.96% Stake as of Oct. 21 --------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Geosphere Capital Management, LLC disclosed that as of Oct. 21, 2016, it beneficially owns 500,000 shares of common equity of Stone Energy Corp which represents 8.96 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/GbtjAM About Stone Energy Stone Energy is an independent oil and natural gas exploration and production company headquartered in Lafayette, Louisiana with additional offices in New Orleans, Houston and Morgantown, West Virginia. Stone is engaged in the acquisition, exploration, development and production of properties in the Gulf of Mexico and Appalachian basins. For additional information, contact Kenneth H. Beer, Chief Financial Officer, at 337-521-2210 phone, 337-521-9880 fax or via e-mail at CFO@StoneEnergy.com * * * As reported by the TCR on Oct. 27, 2016, S&P Global Ratings lowered its corporate credit rating on oil and gas exploration and production company Stone Energy Corp. to 'CC' from 'CCC-'. The outlook is negative. The 'CC' ratings reflect Stone's announcement that it has entered into a restructuring support agreement with certain holders of its unsecured notes. The company expects to file for voluntary relief under Chapter 11 on or before Dec. 9 2016. STRATA SKIN: Has Until April 2017 to Regain NASDAQ Compliance ------------------------------------------------------------- Strata Skin Sciences, Inc., received written notification from The NASDAQ Stock Market on April 27, 2016, that the closing bid price of its common stock had been below the minimum $1.00 per share for the previous 30 consecutive business days, and that the Company is therefore not in compliance with the requirements for continued listing on the NASDAQ Capital Market under NASDAQ Listing Rule 5550(a)(2). The Notice provided the Company with an initial period of 180 calendar days, or until Oct. 24, 2016, to regain compliance with the listing rules. The Company did not regain compliance during the cure period. On Oct. 25, 2016 the Company was notified by NASDAQ that NASDAQ had granted the Company an extension of the deadline to April 24, 2017, to demonstrate compliance with NASDAQ's continued listing requirements. About STRATA Skin Sciences STRATA Skin Sciences (formerly MELA Sciences, Inc.) is a medical technology company focused on the therapeutic and diagnostic dermatology market. Its products include the XTRAC laser and VTRAC excimer lamp systems utilized in the treatment of psoriasis, vitiligo and various other skin conditions; and the MelaFind system used to assist in the identification and management of melanoma. Strata Skin reported a net loss attributable to common stockholders of $27.9 million on $18.5 million of revenues for the year ended Dec. 31, 2015, compared to a net loss of $16.03 million on $915,000 of revenues for the year ended Dec. 31, 2014. It reported a net loss of $25.948 million for 2013 and a net loss of $22.673 million for 2012. As of June 30, 2016, Strata Skin had $44.4 million in total assets, $27.1 million in total liabilities and $17.3 million in total stockholders' equity. STRATA SKIN: Stockholders Elect 7 Directors, Approve Bonus Plan --------------------------------------------------------------- Strata Skin Sciences, Inc., held its 2016 annual meeting of stockholders on Oct. 27, 2016, at which the stockholders: (a) elected Jeffrey F. O'Donnell, Sr., Michael R. Stewart, Samuel Navarro, David K. Stone, Kathryn Swintek, LuAnn Via and Rox R. Anderson as directors; (b) approved the STRATA Skin Sciences, Inc. 2016 Omnibus Incentive Plan; and (c) ratified the selection of EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2016. About STRATA Skin Sciences STRATA Skin Sciences (formerly MELA Sciences, Inc.) is a medical technology company focused on the therapeutic and diagnostic dermatology market. Its products include the XTRAC laser and VTRAC excimer lamp systems utilized in the treatment of psoriasis, vitiligo and various other skin conditions; and the MelaFind system used to assist in the identification and management of melanoma. Strata Skin reported a net loss attributable to common stockholders of $27.9 million on $18.5 million of revenues for the year ended Dec. 31, 2015, compared to a net loss of $16.03 million on $915,000 of revenues for the year ended Dec. 31, 2014. It reported a net loss of $25.948 million for 2013 and a net loss of $22.673 million for 2012. As of June 30, 2016, Strata Skin had $44.4 million in total assets, $27.1 million in total liabilities and $17.3 million in total stockholders' equity. SUNEDISON INC: To Auction Off Assets on November 15 --------------------------------------------------- Sunedison Inc. and its debtor-affiliates will conduct an auction on Nov. 15, 2016, at 10:00 a.m. (prevailing Eastern Time) at the Offices of Skadden, Arps, Slate, Meagher & Flom, 4 Time Square, New York, New York, to determine the highest of otherwise best qualified bid. All offers for the Debtors' assets must be filed no later than 4:00 p.m. (prevailing Eastern Time) on Nov. 11, 2016. A hearing to approve the sale of the auction is set for Nov. 17, 2016, at 10:00 a.m. (prevailing Eastern Time) before the Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York. Objections to the sale, if any, must be filed on or before 10:00 a.m. (prevailing Eastern Time) on Nov. 10, 2016. BayWa r.e. Wind LLC was selected as stalking-horse bidder for the Debtors' assets pursuant to the asset purchase agreement dated Oct. 8, 2016. 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. SunEdison also has tapped Eversheds LLP as its special counsel for Great Britain and the Middle East. Cohen & Gresser LLP has also been retained as special counsel. The Debtors retained Ernst &Young LLP to provide tax-related services. Keen-Summit Capital Partners LLC has been hired as real estate advisor. Binswanger of Texas, Inc., also has been retained as real estate agent. Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc., and TerraForm Global, Inc. 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. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as conflicts counsel. Alvarez & Marsal North America, LLC, serves as the Committee's financial advisors. Counsel to the administrative agent under the Debtors' prepetition first lien credit agreement are Richard Levy, Esq., and Brad Kotler, Esq., at Latham & Watkins. Counsel to the administrative agent under the postpetition DIP financing facility are Scott Greissman, Esq., and Elizabeth Feld, Esq. at White & Case LLP. Counsel to the Tranche B Lenders (as defined in the DIP credit agreement) and the steering committee of the second lien creditors are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss Hauer & Field, LLP. Counsel to the administrative agent under the Debtors' prepetition second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury Winthrop Shaw Pittman LLP. The collateral trustee under the Debtors' prepetition second lien credit agreement and the indenture trustee under each of the Debtors' outstanding bond issuances, is represented by Marie C. Pollio, Esq., at Shipman & Goodwin LLP. Counsel to the ad hoc group of certain holders of the Debtors' convertible senior notes is White & Case LLP's Tom Lauria, Esq. TECK RESOURCES: Moody's Hikes Corporate Family Rating to B1 ----------------------------------------------------------- Moody's Investors Service upgraded Teck Resources Limited's Corporate Family (CFR) rating to B1 from B3, Probability of Default Rating to B1-PD from B3-PD; guaranteed senior unsecured note ratings to Ba3 from B1 and senior unsecured notes (not guaranteed) rating to B3 from Caa1. Teck's Speculative Grade Liquidity Rating was affirmed at SGL-2. The rating outlook is stable. "Teck's ratings upgrade is driven by the meaningful debt reduction that it announced today, lowered leverage, and robust liquidity with no near term maturities", said Jamie Koutsoukis, Moody's Vice President, Senior Analyst. Upgrades: Issuer: Teck Resources Limited -- Probability of Default Rating, Upgraded to B1-PD from B3-PD -- Corporate Family Rating, Upgraded to B1 from B3 -- Guaranteed Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3(LGD3) from B1(LGD2) -- Senior Unsecured Regular Bond/Debenture, Upgraded to B3(LGD5) from Caa1(LGD5) -- Senior Unsecured Shelf, Upgraded to (P)B3 from (P)Caa1 Outlook Actions: Issuer: Teck Resources Limited -- Outlook, Changed To Stable From Negative Affirmations: Issuer: Teck Resources Limited -- Speculative Grade Liquidity Rating, Affirmed SGL-2 RATINGS RATIONALE Teck's B1 corporate family rating reflects its exposure to volatile commodity prices (metallurgical coal, copper and zinc), which can cause large swings in leverage and cash flow, continued sizable capital expenditure requirements, and production and development risks. Providing an offset are the diversity and scale of its business, low geopolitical risks, and a good average cost position. With metallurgical coal prices surging over the last two months, Teck has used its free cash flow to repurchase US$759 million of notes in September and early October, reducing debt by over 10%. “Additionally, with a fourth quarter metallurgical coal benchmark price of US$200 per tonne, we expect that improved earnings, coupled with its debt reduction will result in leverage falling to about 3x at year end 2016, compared to 5.6x for the twelve trailing months as of June 2016.” Moody's said. Leverage however could move back towards 5x in 2017, should metallurgical coal revert back towards Moody's expected range of $90 to $120/tonne in 2017, and using our base case prices of US$2.25/pound for copper and US$0.85/pound for zinc. Teck has also removed near term liquidity risks with its June bond offering of US$1.25 billion of senior unsecured notes, which refinanced the majority of its 2017, 2018 and 2019 maturities, and the extension of $1.0 billion of its existing $1.2 billion revolving credit facility from June 2017 to June 2019. Teck's liquidity is good (SGL-2) which provides the company flexibility to maneuver through its high capital spend period and swings in the commodity price environment. Cash of C$1.1 billion as of Sept 30 (C$690 million at October 26, 2016) and US$3.2 billion of unused revolvers are ample to fund Moody's estimate of about C$250 million in negative free cash flow in 2017 using our pricing assumptions. The company has no material debt maturities through 2019 following its bond offering and tender offer. Teck's credit facilities consist of its US$1.2 billion facility where US$200 million martures in June 2017, and the remainder matures in June 2019 (US$975 million drawn for letters of credit), and US$3 billion which matures in 2020 (undrawn). Moody's expects that Teck will maintain ample cushion to its maximum 50% Debt/Capitalization debt covenant (34% at September 30, 2016). The stable outlook reflects that with no major maturities until 2019 (when its $1 billion revolving credit facility matures), and its robust liquidity position, Teck is positioned to fund its sizeable capital spending program, and maintain leverage under 5x. Teck's rating could be downgraded to B2 if adjusted Debt/EBITDA is likely to be sustained above 5x and (CFO-Dividend)/Debt will likely be sustained at less than 10% (respectively 5.6x and 11.9% as of Q2/16). Greater than expected cash consumption or a weakening of existing robust liquidity could also cause Teck's rating to be downgraded. An upgrade to Ba3 would be considered if adjusted Debt/EBITDA is likely to be sustained near 3.5x and (CFO-Dividend)/Debt will likely be sustained above 20%, coupled with the expectation that the improvement in commodity prices is sustainable and the company maintains robust liquidity. Headquartered in Vancouver, British Columbia, Canada, Teck Resources is a diversified mining company with assets in Canada, the U.S., Peru and Chile. The company is a leading producer of metallurgical coal, operates one of the world's largest zinc mines (Red Dog in Alaska) and also produces a meaningful amount of copper. Revenues for 2015 were C$8.3 billion. The principal methodology used in these ratings was Global Mining Industry published in August 2014. TELKONET INC: Inks 2nd Amendment to Heritage Bank Credit Agreement ------------------------------------------------------------------ Telkonet, Inc. and its wholly owned subsidiary, EthoStream LLC, as co-borrowers, entered into a Second Amendment to the Loan and Security Agreement with Heritage Bank of Commerce, a California state chartered bank, effective as of Oct. 27, 2016. The Company and the Bank are parties to a Loan and Security Agreement dated as of Sept. 30, 2014. The Amendment requires that any wire transfer of funds, check or other item of payment received by the Bank will be immediately applied to conditionally reduce obligations. The Amendment also redefines the 2016 EBITDA levels required to be achieved by the Company each remaining fiscal quarter. All other terms of the Loan Agreement remain in full force and effect. A full-text copy of the Second Amendment to Loan and Security Agreement entered into as of Oct. 27, 2016, among Telkonet, Inc., EthoStream LLC and Heritage Bank of Commerce, is available for free at https://is.gd/XupoJB About Telkonet Milwaukee, Wisconsin-based Telkonet, Inc., is a clean technology company that develops and manufactures proprietary energy efficiency and smart grid networking technology. Telkonet reported a net loss attributable to common stockholders of $207,357 on $15.08 million of total net revenues for the year ended Dec. 31, 2015, compared with a net loss attributable to common stockholders of $95,403 on $14.79 million of total net revenues for the year ended Dec. 31, 2014. As of June 30, 2016, Telkonet had $11.59 million in total assets, $5.57 million in total liabilities and $6.02 million in total stockholders' equity. In its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, the Company reported a net loss of $189,104 for the year ended December 31, 2015, had cash used in operating activities of $401,920, had an accumulated deficit of $122,095,121 and total current liabilities in excess of current assets of $33,312 as of December 31, 2015. Since inception, the Company's primary sources of ongoing liquidity for operations have come through private and public offerings of equity securities, and the issuance of various debt instruments and asset-based lending. For the years ended December 31, 2014, the report by BDO USA, LLP, the Company's independent registered public accounting firm, on the consolidated financial statements included an explanatory paragraph relating to the Company's ability to continue as a going concern, which was based on the Company's history of losses from operations, cash used to support operating activities, and the uncertainty regarding contingent liabilities cast doubt on the Company's ability to satisfy such liabilities. The Company said the Series A preferred stock became redeemable at the option of the preferred stock holders on November 19, 2014 and for a period of 180 days thereafter, provided that at least 50% of the holders provide written notice to the Company requesting redemption. As of December 31, 2015, no redemption of the preferred stock occurred and any future redemption of the Series A or B preferred stock would be entirely at the option of the Company. Furthermore, on February 17, 2016, an amendment to the revolving credit facility with Heritage Bank of Commerce was executed extending the maturity date of the revolving credit facility to September 30, 2018, unless earlier accelerated under the terms of the Loan and Security Agreement. The Loan Agreement is available for working capital and other lawful general corporate purposes. The outstanding principal balance of the revolving credit facility bears interest at the Prime Rate plus 3.00%. The outstanding balance was $901,771 as of December 31, 2015 and the remaining available borrowing capacity was approximately $532,700. As of December 31, 2015, the Company was in compliance with all financial covenants. The Company said its liquidity plan includes reviewing options for raising additional capital including, but not limited to, asset-based or equity financing, private placements, and/or disposition of assets. Management believes that with additional financing, the Company will be able to fund required working capital, research and development and marketing expenses attendant to promoting revenue growth. However, any equity financing may be dilutive to stockholders and any additional debt financing would increase expenses and may involve restrictive covenants. "While we have been successful in securing financing through September 30, 2018 to provide adequate funding for working capital purposes, there is no assurance that obtaining additional or replacement financing, if needed, will sufficiently fund future operations, repay existing debt or implement the Company's growth strategy. The Company's failure to execute on this strategy may have a material adverse effect on its business, results of operations and financial position," the Company said. TEMPLAR ENERGY: S&P Withdraws 'SD' Corporate Credit Rating ---------------------------------------------------------- S&P Global Ratings withdrew its 'SD' (selective default) corporate credit rating on Templar Energy LLC. The rating was withdrawn at the issuer's request. TRANS ENERGY: Files Amendment No.1 to Tender Offer Statement ------------------------------------------------------------ An amended Tender Offer Statement on Schedule TO was filed with the Securities and Exchange Commission relating to the offer of WV Merger Sub, Inc., a Nevada corporation (the "Purchaser") and a wholly-owned subsidiary of EQT Corporation, a Pennsylvania corporation, to purchase all outstanding shares of common stock, par value $0.001 per share, of Trans Energy, Inc., a Nevada corporation, at a price of $3.58 per Share, net to the seller in cash, without interest, less any required withholding tax, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated Oct. 27, 2016, and in the related Letter of Transmittal. The Schedule TO was amended and supplemented by adding the following exhibit: Excerpt of Transcript of Earnings Conference Call by EQT, held Oct. 27, 2016, a copy of which is available for free at https://is.gd/KDkbXM About Trans Energy St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG) -- http://www.transenergyinc.com/-- is an independent energy company engaged in the acquisition, exploration, development, exploitation and production of oil and natural gas. Its operations are presently focused in the State of West Virginia. Trans Energy reported a net loss of $19.6 million on $12.4 million of total operating revenues for the year ended Dec. 31, 2015, compared to a net loss of $12.5 million on $27.2 million of total operating revenues for the year ended Dec. 31, 2014. As of June 30, 2016, Trans Energy had $79.3 million in total assets, $143.4 million in total liabilities and a total stockholders' deficit of $64.1 million. Maloney + Novotny LLC, in Cleveland, Ohio, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has generated significant losses from operations and has a working capital deficit of $116,998,273 at Dec. 31, 2015, which together raises substantial doubt about the Company's ability to continue as a going concern. TRANS ENERGY: To Increase Size of Board of Directors ---------------------------------------------------- Trans Energy, Inc. entered into an Agreement and Plan of Merger with EQT Corporation, a Pennsylvania corporation ("Parent"), and WV Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of Parent ("Purchaser") on Oct. 24, 2016. Pursuant to the terms of the Merger Agreement, the Company agreed to amend its By-Laws to: (a) to increase the size of the Board as necessary to provide Parent with the level of representation on the Board proportionate to the number of shares beneficially owned by Parent and/or Purchaser following the Acceptance Time (as defined in the Merger Agreement); and (b) render the restrictions set forth in NRS 78.378 through 78.3793, inclusive, inapplicable to the Merger. Consequently, on Oct. 24, 2016, the Board of Directors of the Company amended Section 4.4 of the Company By-Laws to be and read in its entirety as follows: "Section 4.4 Number. The total number of Directors of the corporation shall be determined, from time to time, by resolution of the Board of Directors." In addition, the Board of Directors of the Company added a new Section 11.6 to the Company By-Laws to be and read in its entirety as follows: " Section 11.6 Inapplicability of Controlling Interest Statutes. Notwithstanding any other provision in the Articles of Incorporation or these By-Laws to the contrary, and in accordance with the provisions of NRS 78.378, the provisions of NRS 78.378 to 78.3793, inclusive, or any successor statutes, relating to acquisitions of controlling interests in the Corporation, shall not apply to the Corporation or to any acquisition of any shares of the Corporation's capital stock, including, but not limited to the acquisition of controlling interests through the Merger and the Transactions (each as defined in the Agreement and Plan of Merger dated October 24, 2016, between the Corporation, EQT Corporation and WV Merger Sub, Inc.)" About Trans Energy St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG) -- http://www.transenergyinc.com/-- is an independent energy company engaged in the acquisition, exploration, development, exploitation and production of oil and natural gas. Its operations are presently focused in the State of West Virginia. Trans Energy reported a net loss of $19.6 million on $12.4 million of total operating revenues for the year ended Dec. 31, 2015, compared to a net loss of $12.5 million on $27.2 million of total operating revenues for the year ended Dec. 31, 2014. As of June 30, 2016, Trans Energy had $79.3 million in total assets, $143.4 million in total liabilities and a total stockholders' deficit of $64.1 million. Maloney + Novotny LLC, in Cleveland, Ohio, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has generated significant losses from operations and has a working capital deficit of $116,998,273 at Dec. 31, 2015, which together raises substantial doubt about the Company's ability to continue as a going concern. TRINITY 83: Unsecureds To Recoup 100% in 5 Years ------------------------------------------------- Trinity 83 Development, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Illinois a disclosure statement referring to the Debtor's plan of reorganization dated Oct. 25, 2016. Under the Plan, Class II General Unsecured Claims will be paid 100% of their allowed amounts in quarterly payments over a period of 5 years from the effective date of the Plan. The claims are estimated to total $50,000. Class II is impaired. The reorganized Trinity 83 will continue to receive rental income from the current and future tenants at 19100 S. Crescent, Mokena, Illinois. Trinity 83 believes that the current tenants will continue to occupy the property for years to come. Trinity 83 will receive income for years 2016 through 2021 in amounts sufficient to pay all claims. Further, with the strength of the current tenants and Trinity 83's long track record of occupancy, Trinity 83 will find no difficulty in obtaining new mortgage financing to satisfy the payments due at the end of year seven. The Disclosure Statement is available at: http://bankrupt.com/misc/ilnb16-24652-56.pdf The Plan was filed by the Debtor's counsel: Gina B. Krol, Esq. 105 W. Madison Street, Suite 1100 One Chicago, IL 60602 Tel: (312) 368-0300 About Trinity 83 Development LLC Trinity 83, Development, LLC, was formed in 2005. It is a Limited Liability Company formed under the laws of the State of Illinois. Its members are, and always have been, Donald J. Santacaterina, Thomas Connelly and George Yukich. In 2006 Trinity 83 constructed a Class A, 12,500 square foot, masonry retail/office building at 19100 S. Crescent Dr, Mokena Illinois. The building was constructed as a "build to suit" for two tenants, namely Kids Can Do, Inc, and Hair and Beauty Salon Suites of Mokena, Inc. Both tenants have occupied the building since 2006/07 and continue to do so. At least some of the ownership of the tenants are related to some of the members of Trinity 83. Trinity 83 filed a Chapter 11 petition (Bankr. N.S. Ill. Case No. 16-24652) on Aug. 1, 2016. The petition was signed by Donald L. Santacarina, member. The Debtor is represented by Gina B. Krol, Esq., at Cohen & Krol. The case is assigned to Judge Deborah L. Thorne. The Debtor disclosed total assets at $2.41 million and total debts at $2.13 million at the time of the filing. No official committee of unsecured creditors has been appointed in the case. UCI INTERNATIONAL: Plan Confirmation Hearing Set for December 6 --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will hold a hearing on Dec. 6, 2016, at 2:00 p.m. (Prevailing Eastern Time) to consider confirmation of the joint Chapter 11 plan of reorganization proposed by UCI International LLC et al., Ad Hoc Committee of Senior Noteholders and the Official Committee of Unsecured Creditors. Objections to the joint plan, if any, are due no later than 5:00 p.m. (Prevailing Eastern Time) on Nov. 28, 2016. Deadline to vote to accept or reject the joint plan must be filed no later than 4:00 p.m. (Prevailing Eastern Time) on Nov. 28, 2016. As reported by the Troubled Company Reporter on Oct. 7, 2016, the Plan is supported by the Official Committee of Unsecured Creditors and the Ad Hoc Committee of Senior Noteholders. The Company has an agreement with Senior Unsecured Noteholders comprised of funds and accounts under the management of Blackrock Financial Management, Inc., Credit Suisse Asset Management, LLC, and J.P. Morgan Investment Management, Inc. to backstop $30 million of incremental exit financing. Collectively, these parties hold more than 80% in principal amount of the Senior Unsecured Notes outstanding and will become the controlling equity holders of the reorganized Company under the Plan. The Plan, consistent with a stipulation filed on September 29 between the Company, the Official Committee of Unsecured Creditors, and the lenders and agent under the Company's prepetition ABL credit facility, provides for the payment in full of claims under the prepetition ABL credit facility. "We are pleased with the progress made to date in our bankruptcy filing," said Keith Zar, UCI's general counsel. "The filing of the Plan moves UCI one step closer to a successful restructuring and positions UCI for long-term success by reducing outstanding debt and strengthening our balance sheet. UCI continues to have a strong position in the marketplace and is well positioned to take advantage of future opportunities." A copy of the latest disclosure statement is available for free at https://is.gd/RUi40r About UCI International UCI International, LLC, headquartered in Lake Forest, IL, designs, manufactures, and distributes vehicle replacement parts, including a broad range of filtration, fuel delivery systems, and cooling systems products in the automotive, trucking, marine, mining, construction, agricultural, and industrial vehicles markets. UCI and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 16-11355) on June 1, 2016. The Debtors are represented by lawyers at Sidley Austin LLP. Alvarez & Marsal provides the company with financial advice and Moelis & Company LLC is the Debtors' investment banker. Garden City Group serves as the Debtors' Claims Agent. Wilmington Trust is the Indenture Trustee for a $400-million issue of 8.625% Senior Notes Due 2019. The United States Trustee appointed an Official Committee of Unsecured Creditors, which has retained Morrison & Foerster LLP as proposed counsel, and Cole Schotz PC as Delaware co-counsel. Zolfo Cooper LLC has been retained as bankruptcy consultant and financial advisor for the Committee. UNI-PIXEL INC: Closes $2.5MM Credit Facility With Bridge Bank ------------------------------------------------------------- UniPixel, Inc. announced the closing of a $2.5 million accounts receivables credit facility with Bridge Bank. Christine Russell, chief financial officer of UniPixel, commented, "Executing this line of credit with Bridge Bank provides a valuable working capital management tool for UniPixel as we look to grow our business and increase production. We are particularly pleased that the line allows for financing of a large portion of our accounts receivable, including foreign accounts. We are pleased to partner with Bridge Bank and we look forward to working with their team as a trusted partner in the years to come." "UniPixel has the right technology at the right time for the touch screen and flexible electronics markets. With all of the innovation going on in the mobile and handheld space, UniPixel is a company to watch. We are thrilled to be working with the UniPixel team and supporting their working capital needs as the Company's business grows," said Kelly Cook, senior vice president, Bridge Bank Technology Banking. To this date, UniPixel has been awarded a total of 28 programs from leading computer manufacturers to provide highly responsive touchscreen sensors and hardcoat glass replacement material to support touch and/or stylus writing capabilities in tablets, notebooks and 2-in-1 laptops. A full-text copy of the Loan and Security Agreement is available for free at https://is.gd/cJl4jl The Bank lender may be reached at: Bridge Bank, a division of Western Alliance Bank 55 Almaden Blvd. San Jose, CA 95113 Attn: Note Department FAX: (408) 282-1681 EMAIL: notedepartment@bridgebank.com About Bridge Bank Bridge Bank is a division of Western Alliance Bank, Member FDIC, the go-to bank for business in its growing markets. Bridge Bank was founded in 2001 in Silicon Valley to offer a better way to bank for small-market and middle-market businesses across many industries, as well as emerging technology companies and the private equity community. Geared to serving both venture-backed and non-venture-backed companies, Bridge Bank offers a broad scope of financial solutions including growth capital, equipment and working capital credit facilities, sustainable energy project finance, venture debt, treasury management, asset-based lending, SBA and commercial real estate loans, ESOP finance and a full line of international products and services. Based in San Jose, Bridge Bank has eight offices in major markets across the country along with Western Alliance Bank's robust national platform of specialized financial services. Western Alliance Bank is the primary subsidiary of Phoenix-based Western Alliance Bancorporation. With $17 billion in assets, Western Alliance Bancorporation (NYSE:WAL) is one of the fastest-growing bank holding companies in the U.S. and recognized as #10 on the Forbes 2016 "Best Banks in America" list. For more information, visit www.bridgebank.com. About Uni-Pixel Inc. The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL) -- http://www.unipixel.com/-- is a production stage company delivering its Clearly Superior(TM) Performance Engineered Films to the Lighting & Display, Solar and Flexible Electronics market segments. Uni-Pixel reported a net loss of $37.02 million on $3.75 million of revenue for the year ended Dec. 31, 2015, compared to a net loss of $25.7 million on $0 of revenue for the year ended Dec. 31, 2014. The Company also was in the red since 2010, reporting a net loss of $3.8 million that year, $8.5 million in 2011, $9.0 million in 2012 and $15.2 million in 2013. As of June 30, 2016, Uni-Pixel had $22.52 million in total assets, $4.64 million in total liabilities and $17.88 million in total shareholders' equity. UNITED CONTINENTAL: Fitch Hikes Issuer Default Rating to 'BB' ------------------------------------------------------------- Fitch Ratings has upgraded the Issuer Default Rating (IDR) for United Continental Holdings, Inc. (UAL) and its airline operating subsidiary, United Airlines, Inc. to 'BB' from 'BB-'. The Rating Outlook is Stable. Fitch has also upgraded the ratings for the subordinated tranches of several United EETCs. The upgrade is supported by significant improvements in United's credit metrics in recent years, Fitch's expectations for the company to generate a meaningful amount of FCF over the intermediate term, continued focus on cost control, and general improvements in the risk profile of the U.S. airline industry. Fitch also believes that United's credit profile benefits from the new management team's renewed focus on operational reliability and employee relations, which should have a positive impact on the company's perception with its customer base. The on-going move away from 50-seat regional jet flying, the introduction of basic economy, and United's new Polaris business class product also have the potential to support operating margins over the intermediate term. United also continues to benefit from relatively low jet fuel prices. Fitch expects that United's total fuel bill will be roughly $1.5 billion lower in 2016 than it was in 2015, providing a substantial benefit to FCF generation. The Stable Outlook reflects Fitch's view that the recent improvements in United's credit metrics will likely pause or modestly reverse in the near term due to unit cost pressures created by new union contracts, the possibility of higher fuel prices, the absence of future debt reduction, and a soft unit-revenue environment. FCF will also be limited by relatively high capital spending primarily related to a heavy aircraft delivery schedule over the next couple of years. “Nevertheless, we expect United's credit metrics over the longer term to be supportive of ratings at least at the 'BB' level.” Fitch said. Other concerns include United's share repurchase activity, which has directed a meaningful amount of cash to shareholders in recent years. United intends to remain flexible with its share repurchase program and does not anticipate repurchases to come at the expense of a healthy balance sheet, but a change to that policy could pressure the ratings. Weak unit revenues experienced over the past two years are not a material concern at this point as they have been largely offset by lower fuel costs. Longer-term revenue weakness would be a concern particularly if unit revenues were to remain pressured in a rising fuel environment. This risk has abated somewhat recently as the unit revenue environment has started to reverse the negative trends experienced over the past two years. KEY RATING DRIVERS Stable Debt Balances: United has stated that it does not intend to materially reduce leverage from current levels, which represents a modest change in messaging from its previously articulated goals of reaching $15 billion in gross adjusted debt. “Although Fitch viewed management's previously stated goal of further debt reduction favorably, we do not believe that United's current debt levels prevent the company from achieving higher ratings.” Fitch said. However, future upgrades are likely to be based on operational improvement, cost control, and relative margin improvement. Current debt levels translate into adjusted leverage ratios that are likely to remain in the mid-3x range in the coming years depending United's margin performance, which is in-line with a 'BB' rating. Aside from manageable leverage, United's balance sheet benefits from a growing base of unencumbered assets, which the company estimates at around $8 billion in value, and from a manageable pension obligation. United's pension deficit stood at just under $1.5 billion as of year-end 2015. United's ratings are also supported by its position as one of the largest carriers in the world, and the breadth of its route network. Further upgrades could also be warranted if United proves successful in some of its ongoing initiatives, including improving its operational reliability, controlling its cost structure, improving operating margins relative to peers, and winning back customer loyalty. FCF Expected to Remain Positive: Fitch expects United to generate consistently positive FCF throughout our forecast period. Fuel prices remaining well below pre-2015 levels continue to be a major driver of the company's improved cash flow profile, but United is also benefitting from cost control efforts and up-gauging away from 50-seat regional jet flying. Fitch expects FCF in 2016 to be around $2 billion, down from $2.4 billion in 2015. FCF is likely to trend lower in 2017 and 2018 due to higher capex, and the possibility for moderately shrinking margins driven by higher fuel prices and labor costs. Fitch said, “Although we expect FCF to stay positive through the forecast, the projection is sensitive to fuel prices, and could decline quickly if increases in jet fuel were not offset by higher ticket prices.” Heavy Upcoming Deliveries: United is in the midst of an extensive re-fleeting effort. Fitch previously expected 2015 to represent a peak year for capital spending, but recent changes to United's aircraft order book will keep capex high through the next several years. United's updated guidance is for average gross capital spending of between $3.8 billion/year and $4 billion/year for several years. This is up from around $3.6 billion in 2015 and $3.1 billion in 2014. Fitch views this action as primarily a pull-forward of future capital spending rather than a significant increase to overall spending levels. In early 2016 United added 65 737-700s to its order book (40 in January and 25 in March) as part of its effort to reduce its reliance on 50-seat regional jets. The 737s will begin arriving in 2017. United also decided to accelerate the delivery of some of its 777s and 787s, and will now be taking 14 777-300ERs through next year. The 777s will allow United to accelerate the retirement of its 747 fleet, which has suffered from reliability issues in recent years, and which operate at a unit cost disadvantage to smaller wide-body aircraft. The re-fleeting efforts should provide longer-term benefits, as they allow the carrier to shrink its 50-seat RJ fleet and retire its 747s, but higher capex will limit FCF in the near term. Recent Union Contracts: Thus far in 2016 United has extended the collective bargaining agreement with its pilot union through 2019, extended its agreement with employees represented by the IAM, and reached an agreement with its flight attendants in what had been a long drawn-out negotiation. The flight attendant contract is notable because the company had been unable to reach an agreement with the group since the United/Continental merger. The new contract will finally allow the company to freely mix and match former United and former Continental crews on all of its flights, something it had not been able to do in the six years since the merger. Aside from the logistical issues of improved scheduling, the new labor agreements may go a ways towards improving employee relations, which had been rocky at United for several years. The new agreements will put some pressure on unit costs in the near term. However, United has reiterated its long-term target of keeping average annual CASM growth below inflation. LIQUIDITY Sufficient Liquidity: United's liquidity position is supportive of the rating. Fitch's liquidity analysis combines current cash on hand with our forecast for two years of operating cash flow compared to upcoming debt maturities and capital expenditures. Fitch said, “We estimate that UAL's liquidity is more than sufficient to cover upcoming obligations, while maintaining an adequate cash reserve.” As of June 30, 2016, United maintained $6 billion in total liquidity including full availability under its $1.35 billion revolver. Liquidity as a percentage of LTM revenue was 16.3%. Debt maturities in the coming years are manageable at roughly $900 million in 2017 and $1.5 billion in 2018. EETC Ratings: Along with the upgrade of United's corporate rating, Fitch has also upgraded several subordinated tranches for United's existing EETCs. Subordinated tranches are rated by notching up from the underlying airline rating; therefore, Fitch has upgraded United's existing B and C tranches commensurate with the upgrade of the IDR. Senior tranche ratings are primarily based on levels of overcollateralization with a secondary dependence on the airline rating; therefore, the ratings for United's existing senior tranche ratings are unchanged. A full list of ratings affected is shown below. KEY ASSUMPTIONS Key assumptions in Fitch's rating case include: -- Capacity growth in the low single digits through the forecast period; -- Continued moderate economic growth in the U.S. over the near term, translating into stable demand for air travel; -- Jet fuel prices equating to roughly $55/barrel on average for 2017, increasing to approximately $65/barrel by the end of the forecast period; -- Mid- to high-single-digit RASM decline in 2016 followed by low growth thereafter. RATING SENSITIVITIES Future actions that may individually or collectively lead Fitch to take a positive rating action include: -- Adjusted debt/EBITDAR sustained around 3x; -- FFO fixed charge sustained above 3.5x; -- FCF as a percentage of revenue sustained in the mid-single digits; -- Continued improvements in United's operational performance; -- Evidence of improving unit revenues. Future actions that may individually or collectively lead Fitch to take a negative rating action include: -- Adjusted debt/EBITDAR sustained above 4x; -- EBITDAR margins deteriorating into the low double-digit range; -- Persistently negative or negligible FCF. EETC Rating Sensitivities: Subordinated tranche ratings are based off of the underlying airline IDR. As such, Fitch would likely upgrade the B tranches to 'BBB+' if United's IDR were upgraded to 'BB+'. Conversely, if United were downgraded to 'BB-' the B tranches would likewise be downgraded to 'BBB-'. Alternately the subordinated tranches could be downgraded if Fitch's view of the strategic importance of the underlying aircraft were to change. FULL LIST OF RATING ACTIONS United Continental Holdings, Inc. -- IDR upgraded to 'BB' from 'BB-'; -- Senior unsecured rating upgraded to 'BB/RR4' from 'BB-/RR4'. United Airlines, Inc. -- IDR upgraded to 'BB' from 'BB-'; -- Secured bank credit facility affirmed at 'BB+/RR1'. United Airlines Pass Through Trust Series 2014-2 -- Class B Certificates upgraded to 'BBB' from 'BBB-'. United Airlines Pass Through Trust Series 2014-1 -- Class B Certificates upgraded to 'BBB' from 'BBB-'. United Airlines Pass Through Trust Series 2013-1 -- Class B Certificates upgraded to 'BBB' from 'BBB-'. Continental Airlines Pass Through Trust Series 2012-2 -- Class B Certificates upgraded to 'BBB' from 'BBB-'. Continental Airlines Pass Through Trust Series 2012-3 -- Class C Certificates upgraded to 'BB+' from 'BB'. UNIVERSAL SOFTWARE: Seeks to Hire Legal Visa as Special Counsel --------------------------------------------------------------- Universal Software Corp. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire special counsel. The company proposes to hire Legal Visa Law Offices, LLC to give general advice on immigration laws and to respond to any inquiry from the U.S. Immigration Service. The firm will be compensated in accordance with its flat fee billing schedule, a copy of which can be accessed for free at https://is.gd/qndQwh Adam Loops, Esq., managing partner of Legal Visa Law Offices, 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: Adam Loops, Esq. Legal Visa Law Offices, LLC 221 Briarheath Lane Naperville, IL 60565 Phone: (630) 548-5730 Fax: (630) 548-5700 Email: info@legal-visa.com About Universal Software Universal Software Corporation filed for Chapter 11 protection (Bankr. D. Mass. Case No. 16-40872) on May 18, 2016. The petition was signed by Kishore Deshpande, president. The Hon. Christopher J. Panos presides over the case. The Debtor estimated assets of $1 million to $10 million and estimated liabilities of $1 million to $10 million. URBANCORP INC: CCAA Claims Bar Date Set for November 23 ------------------------------------------------------- All persons who assert a claim against Urbancorp (Woodbine) Inc., Urbancorp (Bridlepath) Inc., The Townhouses of Hogg's Hollow Inc., King Towns Inc., Newtowns at King Towns Inc., Deaja Partner (Bay) Inc., and TCC/Urbancorp (Bay) Limited Partnership must file a proof of claim with KSV Kofman Inc. no later than 5:00 p.m. (Toronto Time) on Nov. 23, 2016, at: KSV Kofman Inc. Attention: Noah Goldstein 150 King Street West, Suite 2308 Toronto, Ontario M5H 1J9 Tel: (416) 932-6207 Email: ngoldstein@ksvadvisory.com Urbancorp Inc. -- http://www.urbancorp.com-- is a real estate developer in Canada. VEGA ALTA: Hires Jaime Rodriguez Law as Counsel ----------------------------------------------- Vega Alta Community Health, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Jaime Rodriguez Law Office, PSC as counsel to the Debtor. Vega Alta requires Jaime Rodriguez to: a. give legal advice to the Debtor with respect to its powers and duties as Debtor-in-Possession in the continued operation of its business and management of its property; b. prepare on behalf of the Debtor as Debtor-in-Possession necessary applications, answers, orders, reports and other legal papers; c. perform all other legal services for Debtor as Debtor-in- Possession which may be necessary in the bankruptcy proceedings. Jaime Rodriguez will be paid at these hourly rates: Jaime Rodriguez-Perez, Attorney $250 Paralegals $50 Law Clerks $50 Jaime Rodriguez will be paid a retainer in the amount of $5,820. Jaime Rodriguez will also be reimbursed for reasonable out-of-pocket expenses incurred. Jaime Rodriguez Perez, member of Jaime Rodriguez Law Office, PSC, 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. Jaime Rodriguez can be reached at: Jaime Rodriguez Perez, Esq. JAIME RODRIGUEZ LAW OFFICE, PSC Urb. Rexville, BB-21 Calle 38 Bayamo, PR 00938 Tel: (787) 797-4174 About Vega Alta Vega Alta Community Health, Inc., based in Catano, PR, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 16-08128) on October 11, 2016. Jaime Rodriguez Perez, at Jaime Rodriguez Law Office, PSC, serves as bankruptcy counsel. In its petition, the Debtor listed $25,582 in assets and $1.47 million in liabilities. The petition was signed by Luis M Gonzalez Bermudez, president. VELOP CORP: Hires JPC Law as Bankruptcy Counsel ----------------------------------------------- Velop Corp., seeks authority from the U.S. Bankruptcy Court for the District of Puerto Rico to employ JPC Law Office as counsel to the Debtor. Velop Corp. requires JPC Law to: a. advise the Debtor with respect to its duties, powers and responsibilities in the case under the laws of U.S and Puerto Rico in which the Debtor-in-Possession conducts its operations; b. advise the Debtor in connection with a determination on whether a reorganization is feasible and if not, help the Debtor in the orderly liquidation of its assets; c. assist the Debtor with respect to negotiations with creditors for the purpose of achieving a reorganization or an orderly liquidation; d. prepare on behalf of the Debtor the necessary complaints, answers, orders, reports, memoranda of law and any other legal paper or document required in the Chapter 11 case; e. appear before the Bankruptcy Court or any other court in which the Debtor asserts a claim, interest or defense related to the bankruptcy case; f. perform such other legal services for the Debtor as may be required in the proceeding or in connection with the operation of the Debtor's business including, but not limited to, notarial services; and g. employ other professional services, if necessary. JPC Law will be paid at the hourly rate of $175. JPC Law will be paid a retainer in the amount of $5,000, plus $1,717 as filing fees. JPC Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Jose M. Prieto Carballo, member of JPC Law Office, 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. JPC Law can be reached at: Jose M. Prieto Carballo, Esq. JPC LAW OFFICE P.O. Box 363565 San Juan, PR 00936-3565 Tel: (787) 607-2066 E-mail: jpc@jpclawpr.com About Velop Corp. Velop Corp, filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-08357) on October 19, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Jose M Prieto Carballo, Esq., at JPC Law Office. WAFERGEN BIO-SYSTEMS: Stockholders Meeting Adjourned to Nov. 15 --------------------------------------------------------------- WaferGen Bio-systems, Inc. said the special meeting of stockholders on Oct. 26, 2016, was convened and adjourned, without any business being conducted (other than the adjournment of the special meeting). The special meeting will reconvene on Nov. 15, 2016, at 1:00 p.m. local time at WaferGen's headquarters located at 34700 Campus Drive, Fremont, California 94555. The record date for stockholders entitled to vote at the special meeting remains Sept. 15, 2016. The adjournment is to allow for the solicitation of additional votes in favor of the proposals contained in the definitive proxy statement that WaferGen filed with the Securities and Exchange Commission on Sept. 15, 2016, including the proposal to adopt the Agreement and Plan of Merger dated May 12, 2016, with Takara Bio USA Holdings, Inc. While the proposal to adopt the Merger Agreement has received very strong stockholder support (more than 71% of proxies received to date have been in favor of adoption of the Merger Agreement), approval of a majority of all outstanding shares of WaferGen common stock is necessary for this proposal to be approved. WaferGen notes that approximately 7.7 million shares (representing more than 40% of the total outstanding) remained unvoted as of the time of the October 26 meeting. WaferGen attributes the temporary shortfall primarily to the fact that WaferGen currently has a large and diverse stockholder base. During the period of the adjournment, WaferGen will continue to solicit proxies from its stockholders. Stockholders who have already voted do not need to recast their votes. Stockholders who have not already done so are encouraged to vote. Proxies previously submitted in respect of the meeting will be voted at the reconvened meeting unless properly revoked. Leading independent proxy advisory firms Institutional Shareholder Services Inc. and Glass Lewis & Co. LLC recommend stockholders of WaferGen vote in favor of the adoption of the Merger Agreement. The board of directors of WaferGen unanimously recommends that stockholders vote "FOR" the proposal to adopt the Merger Agreement. "T[he] adjournment provides stockholders who have not yet participated in the critical process the opportunity to do so, which we urge them to do. Stockholders who have not yet voted are reminded that every vote will count no matter how many shares they own. Unlike proxy votes on routine annual meeting matters, a non-vote is effectively a "No" vote for the merger. Please act today!" Stockholders who need assistance in voting their shares or who have questions are encouraged to contact WaferGen's information agent and strategic shareholder services advisor, Kingsdale Shareholder Services, at 1-866-581-0512 or contactus@kingsdaleshareholder.com. About WaferGen Bio-systems Fremont, California-based WaferGen Bio-systems, Inc., engages in the development of systems for gene expression quantification, genotyping and stem cell research. Since 2008, the Company's primary focus has been on the development, manufacture and marketing of its SmartChip System, a genetic analysis platform used for profiling and validating molecular biomarkers in the life sciences and pharmaceutical drug discovery industries. WaferGen reported a net loss attributable to common stockholders of $19.99 million on $7.16 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $10.7 million on $6 million of total revenue for the year ended Dec. 31, 2014. As of June 30, 2016, Wafergen had $15.0 million in total assets, $7.92 million in total liabilities and $7.11 million in total stockholders' equity. WAFERGEN BIO-SYSTEMS: Urges Stockholders to Vote For Merger ----------------------------------------------------------- WaferGen Bio-systems, Inc. reported certain preliminary financial information for the quarter ended Sept. 30, 2016, in a letter to stockholders. "I am writing to you with a very important update and asking you to take immediate action to vote to preserve the value of your WaferGen Bio-systems, Inc. ("WaferGen") investment," said Ivan Trifunovich, executive chairman of the Board of Directors. "While the proposal to adopt the merger agreement has received strong stockholder support (more than 71% of proxies received to date have been in favor of adoption of the merger agreement), your vote is still required. Approval of a majority of all outstanding shares of WaferGen common stock is necessary for this proposal to be approved. As of today, approximately 41% of stockholders have not voted. This means your vote is important and will make a difference no matter how many shares you own. WaferGen has provided more time to ensure all stockholders fully understand the cash consideration benefit they will receive and the ramifications of failing to complete the merger and to solicit proxies for the proposal to adopt the merger agreement." A copy of the letter to stockholders is available at: https://is.gd/7BOgYH WaferGen Bio-systems, Inc. (NASDAQ: WGBS), and Takara Bio USA Holdings, Inc. ("TBUSH"), on May 13, 2016, announced that they have entered into a merger agreement pursuant to which TBUSH will acquire WaferGen. TBUSH is a wholly owned subsidiary of Takara Bio Inc. (TSE: 4974), a leading global biotechnology and life science company. Takara Bio USA, Inc., formerly known as Clontech Laboratories, Inc., is a wholly owned subsidiary of TBUSH and is a guarantor under the merger agreement. Under the terms of the merger agreement, TBUSH will acquire WaferGen for an aggregate cash purchase price that will be based on a multiple of WaferGen's 2016 calendar revenue and capped at $50.0 million, subject to potential adjustments. The multiple will range between 1.0 times up to 3.5 times WaferGen's full year 2016 revenue. If revenues exceed $9.0 million the multiple will be 3.5. The aggregate purchase price as so determined will be used to pay for all outstanding securities of WaferGen, including options and warrants and other securities as well as outstanding shares. The merger is expected to close after completion of WaferGen's audited financial statements in February or March of 2017, subject to the conditions set forth in the merger agreement. The Companies' joint statement on the Merger deal is available at https://is.gd/TPuaTy About WaferGen Bio-systems Fremont, California-based WaferGen Bio-systems, Inc., engages in the development of systems for gene expression quantification, genotyping and stem cell research. Since 2008, the Company's primary focus has been on the development, manufacture and marketing of its SmartChip System, a genetic analysis platform used for profiling and validating molecular biomarkers in the life sciences and pharmaceutical drug discovery industries. WaferGen reported a net loss attributable to common stockholders of $19.99 million on $7.16 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $10.7 million on $6 million of total revenue for the year ended Dec. 31, 2014. As of June 30, 2016, Wafergen had $15.0 million in total assets, $7.92 million in total liabilities and $7.11 million in total stockholders' equity. WEST VIRGINIA HIGH: Hires Easter Valley as Real Estate Broker ------------------------------------------------------------- West Virginia High Technology Consortium Foundation and HT Foundation Holdings, Inc., seek authority from the U.S. Bankruptcy Court for the Northern District of West Virginia to employ Easter Valley, LLC as real estate broker to the Debtors. West Virginia High requires Easter Valley to market and sell the Debtors' real property known as: (i) 5000 NASA Boulevard, Fairmont, West Virginia 26554; (ii) Alan B. Mollohan Innovation Ctr., Fairmont, West Virginia 26554; and (iii) Training Center, Fairmont, West Virginia 26554. Easter Valley will be paid 2% to 4% commission upon sale of the real property. Shaun Petracca, member of Easter Valley, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Easter Valley can be reached at: Shaun Petracca EASTER VALLEY, LLC 219 Monroe Street Fairmont, WV 26554 Tel: (304) 365-3770 E-mail: petracca@easternvalley.net About West Virginia High Technology Consortium Foundation West Virginia Hight Technology Consortium Foundation and HT Foundation Holdings, Inc., filed chapter 11 petitions (Bankr. N.D. W.Va. Case Nos. 16-00806 and 16-00807) on Aug. 4, 2016. The Hon. Patrick M. Flatley presides over the case. David B. Salzman, Esq., at Campbell & Levine, LLC serves as bankruptcy counsel. In its petition, the Debtors estimated $10 million to $50 million in both assets and liabilities. The petitions were signed by James L. Estep, president and CEO. WEST VIRGINIA HIGH: Hires Rolston as Real Estate Appraiser ---------------------------------------------------------- West Virginia High Technology Consortium Foundation and HT Foundation Holdings, Inc., seek authority from the U.S. Bankruptcy Court for the Northern District of West Virginia to employ Rolston & Company as real estate appraiser to the Debtors. West Virginia High requires Rolston to appraise and determine the value of the Debtors' real property known as: (i) 5000 NASA Boulevard, Fairmont, West Virginia 26554; (ii) Alan B. Mollohan Innovation Ctr., Fairmont, West Virginia 26554; and (iii) Training Center, Fairmont, West Virginia 26554. Rolston will be paid the amount of $3,000 per appraisal, or for the total amount of $9,000. Darrell Rolston, member of Rolston & 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. Rolston can be reached at: Darrell Rolston, member Rolston & Company 405 Pennsylvania Avenue Charleston, WV 25302 Tel: (304) 345-0500 Fax: (304) 345-4665 E-mail: darell@rolstonandcompany.com About West Virginia High Technology Consortium Foundation West Virginia Hight Technology Consortium Foundation and HT Foundation Holdings, Inc., filed chapter 11 petitions (Bankr. N.D. W.Va. Case Nos. 16-00806 and 16-00807) on Aug. 4, 2016. The Hon. Patrick M. Flatley presides over the case. David B. Salzman, Esq., at Campbell & Levine, LLC serves as bankruptcy counsel. In its petition, the Debtors estimated $10 million to $50 million in both assets and liabilities. The petitions were signed by James L. Estep, president and CEO. ********* 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. 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