/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/161202.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, December 2, 2016, Vol. 20, No. 336 Headlines ADVANTAGE SALES: S&P Affirms 'B' CCR & Revises Outlook to Positive AK STEEL: Moody's Affirms 'B3' Corporate Family Rating ALEXIS SPORTS: U.S. Trustee Unable to Appoint Committee ALI SHENASA: Chong Buying San Jose Property for $700K ALLEGIANT TRAVEL: Moody's Assigns B1 Rating to Sr. Unsecured Notes ALLTOUR AMERICA: U.S. Trustee Unable to Appoint Committee ALTA MESA: Moody's Places Caa2 CFR Under Review for Upgrade ALTA MESA: S&P Raises CCR to 'B-' on Improved Liquidity AMERICAN AIRLINES: Moody's Rates $1BB 7-Year Term Loan 'Ba1' AMERICAN AIRLINES: S&P Assigns 'BB+' Rating on $1BB Term Loan AMERICAN POWER: Issues $200,000 Unsecured Note to Matthew Steenwyk API HEAT: S&P Lowers CCR to 'CCC+' on End-Market Weakness APTEAN INC: S&P Affirms 'B' CCR on Dividend Recap AVACEND INC: Wants Plan Filing Period Extended to April 19 B & B FAMILY: Case Summary & 18 Largest Unsecured Creditors BAVARIA YACHTS: Hires Robert Allen Law as Special Counsel BELLA SPOSA: Case Summary & Two Unsecured Creditors BENNU OIL: Shutters Operations, Files for Ch.7 Bankruptcy BIODATA MEDICAL: Case Summary & 20 Largest Unsecured Creditors BLANKENSHIP FARMS: Wants Plan Exclusivity Extended Until Jan. 31 BOOK REVIEW: Competition, Regulation, and Rationing BPS US HOLDINGS: Hires Alvarez & Marsal's Brian Fox as CRO BPS US HOLDINGS: Hires Centerview as Investment Banker CAL DIVE: Court Orders Enforcement of July 24 Sale Order CANADIAN ENERGY: DBRS Confirms 'B' Issuer Rating CASA SYSTEMS: S&P Assigns 'BB-' CCR & Rates $25MM Facility 'BB-' CHAPARRAL ENERGY: Seeks Approval of Plan Support Agreement CHARMING CHARLIE: Seeking to Hire Financial Adviser CLARK-CUTLER-MCDERMOTT: Court Extends Plan Exclusivity to March 3 CRYSTAL LAKE OPEN: Needs Until August 1 to File Chapter 11 Plan D.J. SIMMONS: Foreland Buying 18 Leases for $111K DIAMONDBACK ENERGY: Moody's Hikes CFR to Ba3, Outlook Stable DIFFERENTIAL BRANDS: May Issue 3.5M Shares Under Incentive Plan DIRECT MEDIA: Seeks to Hire Tracy Firm as Legal Counsel DIRECTBUY HOLDINGS: Judge Tentatively Approved Bidding Protocol DIRECTBUY HOLDINGS: Quick Sale Favors Owners, Committee Says DOLLAR MART GROCERY: U.S. Trustee Unable to Appoint Committee DOW CORNING: 6th Cir. Affirms Order on Settlement Fund Distribution DOWLING COLLEGE: Case Summary & 20 Largest Unsecured Creditors DOWLING COLLEGE: Seeks to Hire Klestadt Winters as Legal Counsel DRAW ANOTHER CIRCLE: Wants Plan Filing Period Moved to Jan. 24 EARLY CALIFORNIA: Case Summary & 20 Largest Unsecured Creditors EASTERN POWER: Moody's Affirms B1 Senior Secured Term Loan Rating ECORE INVESTMENTS: Taps Demetrius J. Parrish as Legal Counsel ECORE INVESTMENTS: Voluntary Chapter 11 Case Summary ERICKSON INC: Obtains Final Court Approval of DIP Financing ESSEX CONSTRUCTION: Hires Bowers as Marketing Director FANNIE MAE: Elects George Haywood as Director FM KELLEY: Court Extends Exclusive Plan Filing Period to Jan. 7 FOREST ENERGIES: Seeks to Hire Crockett as Legal Counsel FRESH & EASY: Wins Preliminary Approval of $50K Class Suit Accord GARDEN OF EDEN: Wants Plan Exclusivity Extended Until March 27 GARNER GROVES: Case Summary & 20 Largest Unsecured Creditors GENE CHARLES: Case Summary & 10 Unsecured Creditors GLOBALLOGIC HOLDINGS: S&P Assigns 'B' Rating on $300MM Loan GRAND & PULASKI: Unsecureds To Recoup 20% Under Plan GULFMARK OFFSHORE: Raging Capital Owns 18.9% of Class A Shares GULFMARK OFFSHORE: Releases November 2016 Investor Presentation H & S AUTO: Seeks to Hire Center City as Legal Counsel HAMPSHIRE GROUP: Dec. 7 Meeting Set to Form Creditors' Panel HISTORIC TIMBER: Wants Plan Filing Period Extended to March 31 IDERA PHARMACEUTICALS: Inks License Agreement with Vivelix Pharma IMPLANT SCIENCES: Equity Panel's Challenge Period Moved to Jan. 23 INNOVATIVE OBJECTS: U.S. Trustee Unable to Appoint Committee INTEGRATED BIOPHARMA: Shareholders Approve Executive Compensation INTERNATIONAL SEAWAYS: S&P Assigns 'B' CCR, Outlook Stable INTERNATIONAL TECHNICAL: Chairman to Contribute $3M to Fund Plan JEVIC TRANSPORTATION: Supreme Court Moves Oral Argument to Dec. 7 JOURNEY HOSPICE: Clark Hammond Seeks Appointment as Ombudsman KDS GROUP: Seeks to Hire Liepins as Legal Counsel KEY ENERGY: Cooper Management, et al, Object to Prepackaged Plan KEYCORP: DBRS Confirms BB Preferred Stock Rating KID'S FIRST: U.S. Trustee Unable to Appoint Committee LAST CALL GUARANTOR: Seeks March 8 Extension of Plan Filing Period LAURA ELSHEIMER: Velocity To Be Paid Accdng. To Promissory Note LEXMARK INT'L: S&P Lowers CCR to 'BB-' Amid Increased Leverage LIGHTSTONE GENERATION: S&P Gives Prelim BB- Rating on $1.575BB Loan LPC HOLDING: S&P Affirms 'B' CCR, Outlook Stable LR BAKERY: Hires Garcia-Arregui & Fullana as Attorneys LYNN ARTHUR NICHOLS: Plan Confirmation Hearing on Dec. 20 MAXUS ENERGY: Seeks Feb. 17 Extension of Plan Filing Period MHM HOLDINGS: Case Summary & Unsecured Creditor MIG LLC: Alexeeva & Blazquez to Serve as NewCo Officers, BoNY Says MIG LLC: Indenture Trustee Plan Wins Creditors' Support MIG LLC: Unsecureds to Get Nothing in Magticom Sale, Panel Says MIG LLC: US Trustee, IRS Balk at BoNY's Exit Plan MNS SERVICES: Seeks to Hire Schneider & Stone as Legal Counsel MOBILESMITH INC: OKs Option Grants Under 2016 Equity Plan NEW SOLDIER'S: Seeks to Hire Gabor & Marotta as Legal Counsel NEWPARK RESOURCES: S&P Lowers Rating on Sr. Unsecured Debt to 'B-' NJOY INC: Committee, U.S. Trustee Object to KEIP Motion NORTEL NETWORKS: Brown & Fox Rothschild Represent Trade Claimants NORTEL NETWORKS: Wins Round in Battle Over Pension Liabilities NORTHWEST HEALTH: Seeks Appointment of PCO Former Patients NORTHWEST HEALTH: U.S. Trustee Unable to Appoint Committee OFFSHORE DRILLING: Fitch Cuts Curr. Issuer Default Ratings to CCC OLYMPIA OFFICE: 3 Affiliates' Voluntary Chapter 11 Case Summary OUTBOUND GROUP: Case Summary & 20 Largest Unsecured Creditors OVERSEAS SHIPHOLDING: S&P Affirms 'B' CCR, Off CreditWatch Positive OVERTON & OGBURN: Needs Until March 27 to File Chapter 11 Plan PANDA LIBERTY: S&P Affirms 'B+' Rating on $435MM Term Loan PARAGON POOLS: Case Summary & 19 Largest Unsecured Creditors PERFORMANCE SPORTS: Coliseum Interested in Buying Debtor PERFORMANCE SPORTS: U.S. Trustee Forms 3-Member Equity Committee Petition LLC Starts Anonymous Curated Restructuring News Service PLANET MERCHANT: Planet Group Buying All Assets for $12 Million PNW ARMS: Hearing on Plan Outline Set For Dec. 6 PORTER BANCORP: Board Okays 1-for-5 Reverse Stock Split POWER EFFICIENCY: New Owners Need More Time to File 10-Q PREMIER EXHIBITIONS: Euclid Entities Seek Exclusivity Termination QUIKRETE HOLDINGS: Moody's Affirms B1 Corporate Family Rating R&B VENTURES: U.S. Trustee Unable to Appoint Committee RABBE FARMS: Plan Solicitation Period Extended Until Jan. 6 RAIN CII: Moody's Affirms B3 CFR & Alters Outlook to Positive RE/MAX LLC: Moody's Assigns Ba3 Corporate Family Rating REGATTA CONSTRUCTION: Has Until Dec. 15 to File Chapter 11 Plan RENEWABLE ASSET MANAGEMENT: Case Summary & 20 Top Unsec. Creditors REPUBLIC AIRWAYS: Court Approves Merger with Shuttle America RESIDENTIAL CAPITAL: Ally to Pay $52-Mil. to Resolve DOJ Probe RITCHIE BROS.: S&P Assigns 'BB' CCR & Rates US$500MM Notes 'BB-' SAMSON RESOURCES: Hearing on Rival Plan Outlines Moved to Dec. 8 SAMSON RESOURCES: JPMorgan Blasts Committee Disclosure Statement SCRIPSAMERICA INC: Committee Opposes Exclusivity Extension SCRIPSAMERICA INC: Committee Seeks to Hire Bayard as Legal Counsel SCRIPSAMERICA INC: Committee Taps EisnerAmper as Financial Advisor SERVICEBURY LLC: Case Summary & 2 Unsecured Creditors SEVENTY SEVEN: Wilks Bros. Discloses 5.4% Stake as of Oct. 20 SIGNODE INDUSTRIAL: S&P Lowers Rating on US$ Sr. Loan to 'B' STEALTH SOFTWARE: U.S. Trustee Unable to Appoint Committee STEINY AND COMPANY: Case Summary & 20 Largest Unsecured Creditors STERLING ENGINEERING: Seeks March 24 Exclusivity Period Extension SWAGAT HOTELS: U.S. Trustee Unable to Appoint Committee TALL CITY WELL: Unsecureds to Get $21K Monthly Payment in 7 Years TEMUR TRUCKING: Taps McCullough Eisenberg as Legal Counsel TERESA GIUDICE: Bankruptcy Settlement Could Be In Jeopardy THREE AMIGOS: Case Summary & 9 Unsecured Creditors TPP ACQUISITION: SSG Acted as Investment Banker in Asset Sale UCI INTERNATIONAL: Global Settlement Approved UCI INTERNATIONAL: Plan Silent on Supply Contracts, FCA US Says VERSATILE SYSTEMS: Delays Filing of Annual Financial Statements VESCO CONSULTING: Seeks to Hire Sponaugle as Accountant WILLIAM COLE: Unsecureds To Get 16% Under 1st Amended Plan WILSONART LLC: Moody's Affirms B2 Corporate Family Rating WKI HOLDING: Moody's Lowers Corporate Family Rating to B3 XTERA COMMUNICATIONS: Seeks to Hire DLA Piper as Legal Counsel ZAYO GROUP: S&P Puts 'B' CCR on CreditWatch Positive ZODIAC POOL: Moody's Assigns B3 CFR & Rates $500MM 1st Lien Loan B3 ZOHAR CDO 2003: MBIA Finds New Investment to Cover Losses ZUCKER GOLDBERG: Committee Wants Exclusivity Period Ended [*] Nicholas Foley Joins McKool Smith's Dallas Office as Principal [*] Nick Foley Joins McKool Smith's Dallas Office [*] UpRight Law Offers Pro-Bono Chapter 7 Bankruptcy Services ********* ADVANTAGE SALES: S&P Affirms 'B' CCR & Revises Outlook to Positive ------------------------------------------------------------------ S&P Global Ratings revised the outlook to positive from stable and affirmed its 'B' corporate credit rating on Irvine, Calif.-based sales and marketing service agency Advantage Sales & Marketing Inc. S&P also affirmed its 'B' issue-level ratings on the company's $200 million first-lien revolving credit facility due in 2019 and $2.01 billion first-lien term loan due in 2021. The recovery ratings are unchanged at '3', which indicate S&P's expectation for meaningful recovery (50%-70%; upper half of the range) of principal in the event of a payment of default. S&P also affirmed its 'CCC+' issue-level rating on the company's $760 million second-lien debt due in 2022. The '6' recovery rating is unchanged, indicating S&P's expectation for negligible recovery (0%-10%) of principal in the event of a payment default. "The outlook revision to positive reflects our expectation that ASM's operating performance gains will continue to propel modest strengthening of the company's credit measures over the near to medium term," said S&P Global Ratings credit analyst Katherine Heng. "The company has meaningfully improved its top line over the past year as it has benefitted from new business wins and bolt-on acquisition activity, while also maintaining strong operating margins." The ratings on ASM incorporates its leading position (over 20% market share), together with Acosta, in the outsourced sales and marketing industry, with CROSSMARK Holdings Inc. being another meaningful (though struggling) large participant. The remainder of the industry is highly fragmented. S&P believes ASM and Acosta will be able to grow their market share, as they have the national footprints needed to serve large consumer products companies, providing them with a competitive advantage over smaller players. S&P believes sales and marketing outsourcing firms are generally more cost-effective for consumer products companies than retaining this function entirely in-house, which should support continued healthy sector growth. Nevertheless, recent and future potential consolidation among large consumer products companies could result in fewer national accounts available to be served by the large industry participants that may lead to some volatility in revenues over time. Moreover, this could lead to an increase in insourcing as consumer product companies leverage better economies of scale by moving this function in-house. The positive outlook reflects the potential for an upgrade in the coming 12 months if the company reduces debt to EBITDA to around 6x or below on a sustained basis, and if S&P believes the risk of a re-leveraging event is unlikely. S&P's base-case projected performance incorporates its view that debt leverage will improve towards the low-6x area at the end of 2017, and fall below 6x in 2018. S&P believes, however, ASM's future financial risk profile is influenced by how much free cash flow the company chooses to allocate between acquisitions, debt reduction, and potential shareholder distributions given its financial sponsor ownership. S&P could revise the outlook to stable if the company pursues shareholder-friendly initiatives or debt-financed acquisitions such that credit measures deteriorate and leverage returns to the high-6x area. S&P could also lower the rating if operating performance weakens due to significant customer losses from continued consolidation of consumer product companies, heightened pressure from retailers due to reduced consumer spending, or escalating competition resulting in decreased market share. AK STEEL: Moody's Affirms 'B3' Corporate Family Rating ------------------------------------------------------ Moody's Investors Service changed AK Steel Corporation's outlook to positive from negative. At the same time, Moody's affirmed all ratings including the B3 corporate family rating (CFR) and the B3-PD probability of default rating. The speculative grade liquidity rating was changed to SGL-2 from SGL-3. The change to a positive outlook reflects the improving trends evidenced by the company with respect to debt protection and leverage metrics. The outlook change also acknowledges the improvement the company has achieved in its capital structure following the two equity offerings (aggregating approximately $600 million) done to date in 2016, which have provided AK Steel the ability to reduce outstanding's under its asset based revolving credit facility (ABL) and enhance its liquidity. In addition, the annuitization of approximately $210 million in pension liabilities in two separate transactions has further improved the overall leverage position. Affirmations: Issuer: AK Steel Corporation -- Probability of Default Rating, Affirmed B3-PD -- Corporate Family Rating, Affirmed B3 -- Backed Senior Secured Shelf, Affirmed (P)B2 -- Backed Senior Unsecured Shelf, Affirmed (P)Caa1 -- Backed Senior Secured Regular Bond/Debenture, Affirmed B2 (LGD3) -- Backed Senior Unsecured Conv./Exch. Bond/Debenture, Affirmed Caa1 (LGD5) -- Backed Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD5) Issuer: Butler County Industrial Dev. Auth., PA -- Backed Senior Unsecured Revenue Bonds, Affirmed Caa1 (LGD5) Issuer: Ohio Air Quality Development Authority -- Backed Senior Unsecured Revenue Bonds, Affirmed Caa1 (LGD5) Issuer: Rockport (City of) IN -- Backed Senior Unsecured Revenue Bonds, Affirmed Caa1 (LGD5) Upgrades: Issuer: AK Steel Corporation -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Outlook Actions: Issuer: AK Steel Corporation -- Outlook, Changed To Positive From Negative RATINGS RATIONALE The B3 CFR reflects our expectation that the company's performance will evidence improving trends as it continues to achieve operating efficiencies and focus on value added products. With the idling of the Ashland facility, AK Steel has been better able to more fully utilize its other operating facilities, while the reduction of commodity product sales into the spot and distribution markets has boosted profitability, despite the decrease in shipments. While the B3 CFR also considers AK Steel's position as a mid-tier steel producer, the company's technological capabilities and strong customer base are important considerations. The launch and roll out of the NEXMET high strength steels is expected to further benefit the company's sales to the automotive industry, as that industry looks to further lightweight vehicles to meet increasingly stringent CAFÉ requirements. The rating considers that the particularly strong performance evidenced in the third quarter, partially reflective of some of the improved industry pricing earlier in the year coming through on a lag basis, is not expected to be repeated in the fourth quarter given the price retreat of recent months and increase in raw material input costs. However, the rating incorporates the expectation that performance in 2017 will retain the improving momentum evidenced in 2016. The rating captures the improving trends and reduced leverage as evidenced by the debt/EBITDA ratio of 4.8x for the twelve months ended September 30, 2016 as compared with 7.5x at year-end December 2015. Adjusting for the pension annuitization, pro forma leverage for the twelve months ended September 30, 2016 would be approximately 4.5x. The company's business mix, which evidences an improving and meaningful level of value added products, including coated (approximately 52% of shipments), electrical and stainless products, and strong contracted position, particularly with its automotive customers, are further supporting factors in the rating. While we believe that light vehicle sales in the US have peaked, the market is expected to continue to be robust (Moody's expects a modest decline of 0.6% in 2017 following an anticipated 0.3% rise in 2016). The SGL-2 speculative grade liquidity rating reflects our view that AK Steel will maintain a good liquidity profile over the next four quarters, particularly following repayment of outstandings under the ABL and the retention of cash from the October 2016 equity raise. In addition, the repayment of the 2018 notes has improved the company's debt maturity profile, with the next maturity being the $150 million convertible exchange notes in November 2019. The company's liquidity is supported by a $1.5 billion ABL expiring in March 2019 that is guaranteed by AK Steel Holding Corporation, AK Tube LLC, Mountain State Carbon LLC, and AK Steel Properties. The positive outlook captures our expectation that AK Steel will continue to evidence an improving capital structure, further debt reductions and a stable to improving performance profile. The outlook also anticipates that the company will continue to maintain its focus on value added products and continue to achieve an improved product mix. The B2 rating on the company's senior secured notes (secured by plant, property and equipment), under Moody's loss given default methodology reflects the instrument's priority position in the capital structure relative to a considerable amount of unsecured liabilities below it. The Caa1 rating on the senior unsecured notes reflects the junior position of these instruments relative to the secured notes, the ABL revolver and priority accounts payables. The rating could be downgraded should the company's liquidity position deteriorate materially due to weak operating performance and cash burn, and improving trends in the EBIT margin, EBIT/interest ratio, and debt/EBITDA ratio to at least 3.0%, 1.5x and 5.5x respectively not be evidenced. The rating could be upgraded should the company be able to sustain an EBIT margin of at least 4.5%, EBIT/interest of at least 2x and debt/EBITDA of no more than 4.75x. The principal methodology used in these ratings was "Global Steel Industry" published in October 2012. Headquartered in West Chester, Ohio, AK Steel Corporation (AK Steel) ranks as a middle tier integrated steel producer in the United States, operating steelmaking and finishing plants in Indiana, Kentucky, Ohio, Michigan and Pennsylvania. The company also has a tube manufacturing facility in Mexico. AK Steel produces flat-rolled carbon steels, including coated, cold-rolled and hot-rolled products, as well as specialty stainless and electrical steels. Principal end markets include automotive, steel service centers, appliance, industrial machinery, infrastructure, construction and distributors and converters. Through its AK Coal Resources Inc. subsidiary, the company has interests in metallurgical coal production. Revenues for the twelve months ending September 30, 2016 were approximately $6 billion. ALEXIS SPORTS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The Office of the U.S. Trustee on Nov. 28 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Alexis Sports Management Group, LLC. Alexis Sports Management Group, LLC, dba Chubby's American Grill filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ohio Case No. 16-33019) on Sept. 26, 2016, estimating its assets at between $50,001 and $100,000 and liabilities at between $500,001 and $1 million. Raymond L. Beebe, Esq., at Raymond L Beebe Co LPA serves as the Debtor's bankruptcy counsel. ALI SHENASA: Chong Buying San Jose Property for $700K ----------------------------------------------------- Ali Shenasa asks the U.S. Bankruptcy Court for the Northern District of California to authorize the sale of real property commonly known as 105 N. Bascom Ave., Suite #205, San Jose, California, to Brian Chong for $700,000. The property is presently encumbered as follows (amounts are approximations only): (i) 105 Bascom San Jose, LLC (minimum amount owed): $1,100,511; and (ii) Small Business Administration: $840,881. The Debtor and co-owners received and accepted a written offer from Chong on Nov. 28, 2016 to purchase the property for $700,000. The Debtor proposes to sell the property free and clear of the liens. An escrow will be open shortly. The escrow company is Old Republic Title Co. located at 224 Airport Parkway, Suite 170, San Jose, California. The Debtor contends the sale is at or above fair market value. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Ali_Shenasa_44_Sales.pdf The sale proceeds will be disbursed to pay the property taxes and the costs of escrow and proceeds will be paid to the first lienholder, 105 Bascom San Jose through the Tullius Law Group, for the remainder of the loan balance. Excess proceeds for U.S. Small Business Administration are yet to be determined. The Debtor contends that the sale is in the best interest of creditors and is a sound, business decision. Accordingly, the Debtor asks the Court to approve the sale of the property to Chong. Ali Shenasa sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 16-51477) on May 17, 2016. The Debtor tapped David A. Boone, Esq., at Law Offices of David A. Boone, as counsel. ALLEGIANT TRAVEL: Moody's Assigns B1 Rating to Sr. Unsecured Notes ------------------------------------------------------------------ Moody's Investors Service assigned a B1 rating to Allegiant Travel Company's new $100 million of 5.5% senior unsecured notes ("new notes"), to be added on to the company's existing $300 million of senior unsecured notes due July 15, 2019 (together with the new notes, "the notes"). The Corporate Family Rating is unchanged at Ba3. The rating outlook is stable. The proceeds of the notes will be used for general corporate purposes, likely to include the repayment of debt or for future liquidity needs. The notes are guaranteed by Allegiant's domestic subsidiaries, including the airline operating company, Allegiant Air, LLC and a subsidiary that owns a number of its aircraft, Sunrise Asset Management, LLC ("Sunrise"). The notes will be subordinated to secured debt of its subsidiaries, including the about $286 million of debt of Sunrise secured by aircraft. Through the first nine months of 2016, revenues grew by 8% and operating expenses by 7.6%, leading to an 8.8% increase in reported operating profit to $302 million. RATINGS RATIONALE The Ba3 rating reflects Moody's belief that Allegiant will sustain its industry leading operating margin in upcoming years as it more than replaces its 49 McDonnell Douglas MD80 aircraft with Airbus A320 family aircraft (mix of A319s and A320s). Moody's expects credit metrics to remain supportive of the Ba3 corporate family rating; however, debt and financial leverage metrics will weaken because of the investment required for the Airbus aircraft. Moody's estimates capital outlays of more than $800 million through 2019, and that the company will use mostly debt to purchase the aircraft. While the Airbus aircraft cost significantly more than Allegiant's investment in the MD-80s, the A320 family aircraft have lower operating cost on a per passenger basis because of fuel and maintenance savings and higher seat counts on the A320s, versus the MD80s. The rating also considers that the company will face labor cost pressures, including from the pilot contract agreed earlier this year and potentially higher fuel expense. A record of strong operating cash flow supports the ratings. The company has maintained CFO to revenue between 18% and 23% since 2013, with a trough of 17% in 2014. These levels have bested the average for the aggregate of the six other US airlines Moody's rates by at least seven percentage points during this period. This performance highlights the benefits of the company's differentiated passenger airline model. The current lower cost of jet fuel has meaningfully boosted profitability and incented Allegiant to take its differentiated, point-to-point scheduled passenger airline model to more small and mid-size cities, now connecting to 20 leisure destinations across the US. Moody's expects Allegiant to continue to flex capacity up and down with trends in oil prices and US economic activity, to maximize its profitability and operating cash flow through the cycle. Although the investment in the fleet will significantly increase, the average acquisition cost of the Airbus aircraft have been, and will be, at levels that the company believes will allow it to sustain the sharp swings in daily utilization that have been a cornerstone of its financial performance to date. Moody's estimates that Debt to EBITDA will remain below 3.0 times absent a significant jump in fuel prices. The loans the company arranges for used Airbus aircraft have typically amortized over five years. Moody's believes this will continue, which will help offset upwards pressure on financial leverage from the fleet replacement strategy. Any upwards pressure from solid metrics is offset by Moody's belief that the company will continue to return cash to shareholders, in lieu of less borrowing for aircraft purchases. The stable outlook reflects Moody's belief that the resiliency of the company's business model will allow it to maintain its credit profile as it replaces and grows the fleet with Airbus narrow-body aircraft. The ratings could be upgraded if Allegiant sustains its operating performance, current credit metrics and liquidity while changing over the fleet. For example, Funds from operations + Interest to Interest above 7.0 times, Debt to EBITDA below 2.2 times and an operating margin above 15% while adding the Airbus aircraft. The ratings could be downgraded if growth of the network, the operation of the Airbus aircraft, or labor cost increases weaken profitability and credit metrics, such as Funds from Operations + Interest to Interest of below 4.5 times or Debt to EBITDA approaching 3.5 times. Larger returns to shareholders that are debt-funded or cause unrestricted cash to be sustained below $300 million for more than one quarter could also pressure the ratings. Allegiant Travel Company, headquartered in Las Vegas, Nevada, operates a low-cost passenger airline marketed to leisure travelers in small and mid-sized cities, selling air travel, hotel rooms, rental cars and other travel related services on a stand-alone or bundled basis. Revenue for the 12 months ended September 2016 were $1.338 billion. Assignments: Issuer: Allegiant Travel Company -- Senior Unsecured Regular Bond/Debenture, Assigned B1 (LGD5) The principal methodology used in this rating was Global Passenger Airlines published in May 2012. ALLTOUR AMERICA: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Alltour America Transportation, Inc. as of Nov. 28, according to a court docket. Alltour America Transportation, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M. D. Fla. Case No. 16-07183) on October 31, 2016. The petition was signed by Claudio Cipeda, president. At the time of the filing, the Debtor disclosed $1.23 million in assets and $1.28 million in liabilities. ALTA MESA: Moody's Places Caa2 CFR Under Review for Upgrade ----------------------------------------------------------- Moody's Investors Service placed Alta Mesa Holdings, LP's (Alta Mesa) Caa2 Corporate Family Rating (CFR) and Caa2-PD Probability of Default Rating (PDR) under review for upgrade and assigned a Caa1 rating to the proposed offering of $450 million of senior unsecured notes. The Caa1 rating on the proposed notes is conditional on the closing of the refinancing transaction as proposed. Upon close of the transaction, Moody's expects the CFR to be upgraded to B3. The Speculative Grade Liquidity Rating (SGL) was raised to SGL-3 from SGL-4. The rating outlook is under review. Proceeds from the proposed notes are expected to be used to refinance its existing $450 million notes due 2018. On November 10, 2016, Alta Mesa announced it had received $300 million in equity primarily from BCE-MESA Holdings LLC, an affiliate of Bayou City Energy Management, LLC, proceeds of which were used to repay its $125 million second lien term loan and a substantial portion of its revolver. There is no change to the ratings of the existing notes. Upon close, the existing notes will be repaid and Moody's will withdraw their ratings. "Refinancing of Alta Mesa's notes and the debt reduction from the equity raise will improve its debt maturity profile, lower interest costs, and result in a material reduction in leverage" said Moody's Assistant Vice President, Morris Borenstein. "Moody's expects the company will increase its production in 2017, while maintaining capital discipline and controlling its leverage." Rating Assigned: Issuer: Alta Mesa Holdings, LP -- $450 million Senior Unsecured Notes due 2024 rated Caa1 (LGD5); Ratings under review for upgrade: -- Corporate Family Rating at Caa2; -- Probability of Default Rating at Caa2-PD; Rating upgraded: -- Speculative Grade Liquidity Rating to SGL-3 from SGL-4; Outlook action: -- Outlook, Changed To Rating Under Review From Negative RATINGS RATIONALE The Caa1 rating on the proposed notes reflects Alta Mesa's concentrated drilling focus in a single basin and small production profile and proved developed reserve base. In addition to expectations of increasing production, newly injected equity primarily used for debt reduction will materially improve credit metrics into 2017. Alta Mesa's ratings benefit from its large, oily acreage in the STACK, its improving capital efficiency metrics and low drilling breakeven costs. Having alleviated its near term liquidity pressures, Moody's believes the company will increase drilling in Oklahoma's STACK play in 2017 supported by its joint development agreement with Bayou City Energy (BCE) to grow STACK production and offset declining production from Weeks Island. However, Alta Mesa will be heavily reliant on its revolver to fund most of its 2017 drilling program. Given the high capital intensity to increase production, Alta Mesa will need to balance developing its acreage position with outspending cash flows and controlling cost inflation in the stack through 2018. Moody's expects the company to be committed to maintaining capital discipline and liquidity capacity. Alta Mesa's SGL-3 Speculative Grade Liquidity Rating reflects adequate liquidity through 2017. The company has a modest cash balance and a recently affirmed $300 million revolver. Moody's expects the company to be heavily reliant on this facility to fund drilling and acquisition costs. Interest savings from debt reductions and its proposed refinance will provide a boost to cash flows beyond 2016. Still, Alta Mesa's ability to meaningfully grow production will be restricted by its available liquidity given Moody's believes it will outspend cash flows over the next 12 to 15 months. Moody's expects the company to maintain adequate cushion under its 4 times total debt to EBITDA ratio and 1 times minimum current ratio financial maintenance covenants. Headquartered in Houston, Texas, Alta Mesa Holdings, LP is a privately owned independent E&P company. The company's operations are primarily in Oklahoma and Louisiana. Alta Mesa's private equity partners are Highbridge Principal Strategies LLC and BCE-Mesa Holdings LLC. Average daily production in the third quarter ended September 30, 2016 was approximately 20,000 boe/d. The principal methodology used in these ratings was "Global Independent Exploration and Production Industry" published in December 2011. ALTA MESA: S&P Raises CCR to 'B-' on Improved Liquidity ------------------------------------------------------- S&P Global Ratings said that it raised its corporate credit rating on Houston-based oil and gas E&P company Alta Mesa Holdings L.P. to 'B-' from 'CCC+'. The rating outlook is stable. At the same time, S&P raised its issue-level rating on the company's $450 million senior unsecured notes to 'B-' from 'CCC+'. The recovery rating remains '3', indicating S&P's expectation for meaningful (50%-70%; lower half of range) recovery of principal in the event of a payment default. S&P will withdraw its ratings on these notes once they have been repaid in full. S&P also assigned its 'B-' issue-level and '3' recovery ratings to the company's proposed $450 million senior unsecured notes due 2024. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; lower half of range) recovery of principal in the event of a payment default. The coissuers of the notes are Alta Mesa Holdings L.P. and Alta Mesa Finance Services Corp. "The upgrade follows Alta Mesa's announcement that it used the proceeds from a recent preferred equity issuance to pay down its second-lien debt and repay part of the revolving credit facility," said S&P Global Ratings' credit analyst Daniel Krauss. In conjunction with this, the company has amended its revolving credit facility and extended the maturity to 2018 from 2017. Additionally, if the company is able to successfully refinance its existing senior unsecured notes, this will extend the revolver maturity until November 2020. As a result, S&P has revised its liquidity assessment on the company to adequate from less than adequate and believe these transactions will eliminate near-term default risks. S&P expects Alta Mesa to maintain credit measures in line with S&P's expectations for the rating, including funds from operations (FFO) to total adjusted debt approaching 12% and debt to EBITDA above 5x. S&P's credit measures consolidate the company's debt at Alta Mesa and its parent High Mesa Inc. and treat preferred equity as debt. The corporate credit rating on Alta Mesa reflects S&P's assessment of the company's business risk profile as vulnerable and its financial risk profile as highly leveraged. The rating also incorporates the company's participation in the competitive and highly cyclical oil and gas industry, relatively small but growing reserve and production base, and modest geographic diversity. The rating also reflects Alta Mesa's appropriate credit measures for the rating, S&P's expectation that the company will outspend cash flows over the next 12 months, and its adequate liquidity. "The stable outlook reflects our expectation that Alta Mesa will continue to increase its overall production and reserves, particularly in the Sooner Trend region, while maintaining appropriate leverage and adequate liquidity," said Mr. Krauss. S&P also expects the company to maintain weighted-average FFO to total debt approaching 12% and total debt to EBITDA of around 6x on a sustained basis (S&P treats the preferred equity as debt in our calculations). Additionally, S&P expects the company to moderately outspend cash flows in 2017 and to fund growth using revolver availability or with additional external capital. S&P would consider a downgrade over the next 12 months if the company's leverage deteriorates to levels S&P considers unsustainable or if its liquidity weakens to a level S&P considers to be less than adequate. This scenario could occur if Alta Mesa significantly outspends its internally generated cash flow or if commodity prices decline materially. S&P could also consider a downgrade if the refinancing transaction doesn't close as expected and the revolver maturity becomes current. S&P could raise the corporate credit rating within the next 12 months if Alta Mesa successfully decreases its operating costs, materially increases production, and improves its percentage of proved reserves such that S&P could consider revising the business risk profile assessment to weak from vulnerable. S&P could also consider an upgrade if the company generates stronger-than-expected earnings and free cash flow, leading to a significant improvement in its credit measures. Specifically, before considering an upgrade, S&P would need to believe the company will be able to maintain FFO to debt well above 12% and debt to EBITDA below 5x, and gain confidence that its financial policies would continue to sustain credit metrics at these levels and adequate liquidity. AMERICAN AIRLINES: Moody's Rates $1BB 7-Year Term Loan 'Ba1' ------------------------------------------------------------ Moody's Investors Service assigned a Ba1 rating to the $1.0 billion, 7-year term loan that American Airlines, Inc. will arrange. The Corporate Family Rating of American Airlines Group, Inc. ("AAG") is Ba3. The rating outlook is stable. The proceeds of the new loan will refinance the company's $970 million term loan B due in 2019 with any excess used for general corporate purposes. AAG will guarantee American's obligations under the loan facility. RATINGS RATIONALE The Ba3 Corporate Family Rating reflects AAG's position as a leading US domestic and international passenger airline, with very good liquidity and most credit metrics reflective of the Ba rating category. Moody's estimates funded debt to approach $24 billion and Moody's adjusted debt, $44.5 billion by the end of 2016. Moody's believes that debt balances are likely to increase above these levels in 2017 because of: 1) still significant (but decreasing) capital expenditures for aircraft that are likely to be debt funded, and 2) its belief that share repurchases will continue to far exceed free cash flow. Nonetheless, most credit metrics should remain supportive of the assigned rating through 2017, given Moody's belief that Brent oil will remain within the range of $40 to $60 per barrel. However, debt-funding of new aircraft, sizeable share repurchases, higher labor costs and only marginal improvements in fares during this period will absorb much of the cushion in credit metrics for the Ba3 rating that existed coming into 2016. The stable outlook considers that funded debt and adjusted debt are not likely to meaningfully decline because of the company's fleet replacement strategy, which will constrain FCF generation and prevent improvements in credit metrics in 2017. The ratings could be downgraded if share repurchases continue to meaningfully exceed free cash flow, the company's EBITDA margin approaches 17%, liquidity (including availability on revolving credit facilities) is less than $5.0 billion or unrestricted cash is less than $3.5 billion, Debt to EBITDA approaches 5.0 times, Funds from Operations + Interest to Interest approaches 3.0 times and Retained Cash Flow to Net Debt approaches 15%, or there is a sustained increase in the cost of jet fuel that is not offset by higher fares. The ratings could face positive pressure from a combination of the following: AAG reduces funded debt by more than $7 billion to help reduce financial leverage, unrestricted cash and availability on revolvers remains above $6.0 billion while adjusted debt remains above $35 billion, Debt to EBITDA is less than 3.5 times, Funds from Operations + Interest to Interest is above 5.0 times and the EBITDA margin is sustained near 25%, positive FCF is sustained near 5% of debt, a majority of which is applied to debt reduction and AAG applies excess cash to the repayment of debt or buyout of aircraft leases rather than share repurchases. American Airlines Group Inc. is the holding company for American Airlines, Inc. Together with regional partner, operating as American Eagle, the airlines operate an average of nearly 6,700 flights per day to nearly 350 destinations in more than 50 countries. The company reported revenue of $40 billion in the last twelve months ended September 30, 2016. The principal methodology used in this rating was Global Passenger Airlines published in May 2012. AMERICAN AIRLINES: S&P Assigns 'BB+' Rating on $1BB Term Loan ------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue-level rating and '1' recovery rating to American Airlines Inc.'s $1 billion seven-year term loan B due 2023. The '1' recovery rating indicates S&P's expectation for very high (90%-100%) recovery in a default scenario. S&P's 'BB+' issue-level ratings and '1' recovery ratings on American Airlines' various other term loans and credit facilities remain unchanged. The '1' recovery ratings indicate S&P's expectation for very high (90%-100%) recovery in a default scenario. Additionally, S&P's 'BB-' issue-level ratings and '4' recovery ratings on the senior unsecured debt of American's parent, American Airlines Group Inc., remain unchanged. The '4' recovery ratings indicate S&P's expectation for average (30%-50%; lower half of the range) recovery in a default scenario. American Airlines will use the proceeds from the proposed $1 billion senior secured term loan B to refinance its existing $970 million term loan B-1, which was originally issued by US Airways Inc. and matures in May 2019. The new term loan B will be secured mostly by takeoff and landing slots at Ronald Reagan Washington National Airport and New York's LaGuardia Airport. The cash in a control account that partly secures the company's existing term loan B-1, which is being refinanced, will not be part of the collateral for the new term loan (as it is being replaced, in part, by the LaGuardia slots). The takeoff and landing slots at Reagan Airport are based on the regulatory authority of the U.S. Department of Transportation and such slots have been bought and sold on numerous occasions by U.S. and other airlines. They have also been included in the collateral for many bank credit facilities and other debt obligations. An appraisal estimated a current market value (not disclosed) for the slots based on historical trading prices and other information. S&P stresses this value to simulate the conditions that would likely accompany a bankruptcy for American. Notwithstanding the valuation based on trading prices, S&P believes that the most likely bankruptcy scenario is a successful reorganization in which American's lenders receive full payment so that the airline can continue to use what is an important strategic asset. American has the largest presence, by far, at Reagan Airport (more than 50% of daily flights) based on the number of flight departures by the airline and its regional partner airlines. The regulatory situation for the LaGuardia Airport slots is somewhat different than for the Reagan slots, although the economic result is similar. In 2007 the takeoff and landing slots at that airport were converted into "operating authorizations" as part of a long-term plan to reallocate some of the slots and encourage increased competition. The latter part of the plan was dropped, but the operating authorizations remain in place and have some added restrictions relative to the Reagan slots (notwithstanding that, for simplicity sake S&P will refer to them here as slots). There have since been various sales and swaps of LaGuardia takeoff and landing slots, notably including a large deal in 2011 in which Delta Air Lines Inc. swapped many of its slots at Reagan for US Airways Inc.'s (now part of American Airlines) slots at LaGuardia, in addition to subsequent slot sales by American and US Airways that were required to receive regulatory approval for their merger in 2013. The appraised value of the LaGuardia slots is based mostly on these slot sales, which are within the specific context of regulatory rulings and waivers. S&P stresses the appraised value to a slightly greater degree for these LaGuardia slots to reflect the regulatory differences that could potentially limit the sale of these slots to a greater extent than for the Reagan slots. Still, S&P believes that American would have ample incentive to make payments on its secured loan in order to maintain control of these slots in any future bankruptcy reorganization. The collateral pool also includes smaller amounts of value related to flight simulators (which are used to train pilots) and real estate at airports in Philadelphia and Phoenix. The loan is guaranteed by American's parent, American Airlines Group Inc., though that guarantee does not add value in S&P's analysis because it is a senior unsecured obligation and virtually all of the cash flow generating resources of the consolidated group are provided by American Airlines. In S&P's stress scenario, it projects that lenders will receive high (90%-100%) recovery of their principal and prepetition interest, resulting in a '1' recovery rating and 'BB+' issue-level rating, which is two notches higher than S&P's 'BB-' corporate credit rating on American. RECOVERY ANALYSIS Key analytical factors -- S&P assigned a recovery and issue-level rating to American Airlines Inc.'s proposed $1 billion senior secured term loan B that refinances its existing term loan B-1, which was originally issued by US Airways Inc. and matures in May 2019. -- S&P has completed a review of the recovery analysis and its issue-level ratings with regard to American Airlines Group's other senior secured revolving and term loan agreements and are maintaining S&P's recovery and issue-level ratings on those facilities and the senior unsecured notes. -- S&P has valued the company on a discrete asset basis as a going concern. -- S&P's valuations reflect its estimate of the value of the various assets at default based on market appraisals as adjusted for expected realizations rates in a distressed scenario. Simulated default and valuation assumptions -- Simulated year of default: 2020 Simplified waterfall -- Net enterprise value (after 5% admin. costs): $21.470 billion -- Valuation split in (obligors/nonobligors): 95%/5% -- Value available to first-lien debt claims (collateral): $20.397 billion -- Secured first-lien debt claims: $17.196 billion -- Recovery expectations: 90%-100% -- Total value available to unsecured claims: $3.759 billion -- Senior unsecured debt/pari passu unsecured claims: $1.282 billion/$9.586 billion -- Recovery expectations: 30%-50% (lower half of the range) Note: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from nonobligors after nonobligor debt. RATINGS LIST American Airlines Inc. American Airlines Group Inc. Corporate Credit Rating BB-/Stable/-- Ratings Assigned American Airlines Inc. Senior Secured $1B Trm Ln B Due 2023 BB+ Recovery Rating 1 AMERICAN POWER: Issues $200,000 Unsecured Note to Matthew Steenwyk ------------------------------------------------------------------ American Power Group, Inc., entered into unsecured promissory note with the Matthew Donald Van Steenwyk GST Trust, an entity associated with one of the Company's Board of Directors in the amount of $200,000. The note bears simple interest at the rate of 10% per annum and will become due and payable on Nov. 18, 2017, and may be prepaid at any time, as disclosed in a regulatory filing with the Securities and Exchange Commission. About American Power Group American Power Group's alternative energy subsidiary, American Power Group, Inc., provides a cost-effective patented Turbocharged Natural Gas conversion technology for vehicular, stationary and off-road mobile diesel engines. American Power Group's dual fuel technology is a unique non-invasive energy enhancement system that converts existing diesel engines into more efficient and environmentally friendly engines that have the flexibility to run on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and compressed natural gas; (3) diesel fuel and pipeline or well-head gas; and (4) diesel fuel and bio-methane, with the flexibility to return to 100 percent diesel fuel operation at any time. The proprietary technology seamlessly displaces up to 80% of the normal diesel fuel consumption with the average displacement ranging from 40 percent to 65 percent. The energized fuel balance is maintained with a proprietary read-only electronic controller system ensuring the engines operate at original equipment manufacturers' specified temperatures and pressures. Installation on a wide variety of engine models and end-market applications require no engine modifications unlike the more expensive invasive fuel-injected systems in the market. See http://www.americanpowergroupinc.com/ As of June 30, 2016, American Power had $10.23 million in total assets, $9.62 million in total liabilities and $610,000 in total stockholders' equity. American Power reported a net loss available to common stockholders of $1.04 million on $2.95 million of net sales for the year ended Sept. 30, 2015, compared to a net loss available to common stockholders of $920,066 on $6.28 million of net sales for the year ended Sept. 30, 2014. "As of June 30, 2016, we had $434,894 in cash, cash equivalents and restricted certificates of deposit and a working capital deficit of $2,617,097. The accompanying financial statements have been prepared on a basis that assumes we will continue as a going concern and that contemplates the continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the normal course of business. We continue to incur recurring losses from operations, which raises substantial doubt about our ability to continue as a going concern unless we secure additional capital to fund our operations as well as implement initiatives to reduce our cash burn in light of lower diesel/natural gas price spreads and the impact it has had on our business as well as the slower than anticipated ramp of our flare capture and recovery business. The accompanying financial statements do not include any adjustments that might result from the outcome of the uncertainty," as disclosed in the quarterly report for the period ended June 30, 2016. API HEAT: S&P Lowers CCR to 'CCC+' on End-Market Weakness --------------------------------------------------------- S&P Global Ratings said that it has downgraded Buffalo, N.Y.-based API Heat Transfer Co. to 'CCC+' from 'B-'. The outlook is negative. At the same time, S&P lowered its issue-level ratings on operating subsidiary API Heat Transfer ThermaSys Corp.'s $265 million senior secured term loan and $35 million revolving credit facility to 'CCC+' from 'B-'. The '3' recovery ratings remain unchanged, indicating S&P's expectation for meaningful (50%-70%; upper half of the range) recovery in a payment default scenario. "The downgrade reflects our expectation that API's credit measures will remain weak in 2017 as it continues to deal with the challenging demand conditions in its oil and gas and electric power generation end markets," said S&P Global credit analyst Christopher Corey. The company has been negatively affected by the sustained weak oil prices and reduced demand from the largest customers in its Air Cooled Group, API's largest segment by revenue (orders from these customers comprised roughly 20% of API's sales in 2015). Low commodity prices and persistent weakness in the mining industry have reduced the demand for some of API's electric power generation products. Because of this, the company's earnings have remained weaker than S&P expected in recent quarters. S&P estimates that delayed bookings and lower sales volumes from the company's key customers caused API's sales to decline by about 15% year-to-date as of September 2016, which has worsened its already weak credit metrics. Specifically, API's trailing 12 month debt-to-EBITDA metric increased to 12x as of Sept. 30, 2016, from 10x as of Dec. 31, 2015. Although S&P expects the company's operating performance to begin to recover in 2017, supported by management's continued cost-cutting efforts, S&P believes that API's debt-to-EBITDA metric will remain high at about 9.5x over the next 12-18 months. The negative outlook on API reflects S&P's expectation that the company's leverage will remain elevated at close to 10x and that its liquidity will remain constrained over the next year. In addition, a worse-than-expected level of cash flow generation could lead the company to increase the borrowings under its revolving credit facility to fund its required debt service, which may leave API unable to meet the springing financial covenant under the facility. S&P could lower its rating on API if the company is unable to meet its financial covenants due to a higher-than-expected draw under its revolving credit facility following a more prolonged downturn in the company's end markets that further erodes its operating performance and results in sustained negative free cash generation with no prospects for improvement. Additionally, if API is unable to refinance its revolving credit facility due May 2018 it would further constrain the company's liquidity and challenge its ability to continue to meet its debt payments, which would likely lead S&P to lower its rating. Although unlikely over the next year, S&P could revise its outlook on API to stable if the company is able to meaningfully improve its liquidity such that it is able to satisfy its ongoing debt obligations using internally generated cash flow and improve its covenant headroom, which will provide it with greater access to its revolver. APTEAN INC: S&P Affirms 'B' CCR on Dividend Recap ------------------------------------------------- S&P Global Ratings said it has affirmed its 'B' corporate credit rating on Alpharetta, GA–based Aptean Inc. The outlook is stable. At the same time, S&P assigned its 'B' issue-level rating with a recovery rating of '3' to the company's proposed $70 million revolving credit facility and $470 million senior secured first-lien term loan B. The '3' recovery rating indicates S&P's expectation for meaningful (50% to 70%, lower half of the range) recovery of principal in the event of a default. S&P also assigned a 'CCC+' issue-level rating with a '6' recovery rating to the proposed $190 million senior secured second-lien term loan B. The '6' recovery rating indicates S&P's expectation for negligible (0% to 10%) recovery of principal in the event of a default. "The ratings reflect our view of Aptean's adjusted leverage in the low 7x area following the dividend recapitalization, and our projection that leverage will improve to the low 6x area over the next 12 months as a result of lower operating expenses and synergies from these recent acquisitions," said S&P Global Ratings credit analyst Minesh Shilotri. The stable outlook reflects Aptean's good recurring revenue and customer renewal rates, as well as improving operating margins and EBITDA. AVACEND INC: Wants Plan Filing Period Extended to April 19 ---------------------------------------------------------- Avacend, Inc. asks the U.S. Bankruptcy Court for the Northern District of Georgia to extend its exclusive period to file a Plan of Reorganization from January 19, 2017 to April 19, 2017. The Debtor also asks the Court to extend its exclusive period to solicit acceptances to its Plan to May 19, 2017. The Debtor tells the Court that it is still attempting to negotiate a plan with its major creditors. The Debtor's Motion is scheduled for hearing on January 5, 2017 at 11:00 a.m. About Avacend, Inc. Avacend, Inc. filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-66654), on September 21, 2016. The petition was signed by Kanchana Raman, authorized representative. The Debtor is represented by William A. Rountree, Esq. at Macey, Wilensky & Hennings, LLC. At the time of filing, the Debtor estimated assets at $1 million to $10 million and liabilities at $1 million to $10 million. A copy of the Debtor's list of 20 unsecured creditors is available for free at http://bankrupt.com/misc/ganb16-66654.pdf B & B FAMILY: Case Summary & 18 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: B & B Family, Incorporated aka Oggi's Apple Valley aka Oggi's Apple Valley Pizza aka B&B Family, Inc. aka Oggi's dba Oggi's Pizza & Brewing Company aka Apple Valley Oggi's Pizza & Brewing Company 19237 Estancia Way Apple Valley, CA 92308 Case No.: 16-19993 Chapter 11 Petition Date: November 10, 2016 Court: United States Bankruptcy Court Central District of California (Riverside) Judge: Hon. Mark D. Houle Debtor's Counsel: Clement Cheng, Esq. NEWHOPE LAW, PC 17220 Newhope Steet, #127 Fountain Valley, CA 92708 Tel: 714-825-0555 Fax: 714-825-0558 E-mail: law@clemcheng.com - and - Todd L Turoci, Esq. THE TUROCI FIRM 3845 Tenth Street Riverside, CA 92501 Tel: 951-784-1678 Fax: 866-762-0618 E-mail: mail@theturocifirm.com Total Assets: $114,662 Total Liabilities: $1.10 million The petition was signed by Randall Richey, secretary. A copy of the Debtor's list of 18 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb16-19993.pdf BAVARIA YACHTS: Hires Robert Allen Law as Special Counsel --------------------------------------------------------- Bavaria Yachts USA, LLLP seeks authorization from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Robert Allen Law as special counsel, nunc pro tunc to the Petition Date, for matters related to Bavaria Yachtbau GmbH. Prior to the petition date, the Debtor employed RAL for purposes regarding its issues involving and claims by and against Bavaria Yachtbau, GmbH. The Debtor's business is selling new boats manufactured by Bavaria Yachtbau and used boats. RAL lawyer and professionals who will work on the Debtor's case and their hourly rates are: Alexander Dombrowsky $450 Associate Attorneys $350 Legal Assistants $125 Mr. Dombrowsky and the RAL Firm have performed services for the Debtor pre-petition on this matter. The Firm is owed $14,897.19 for pre-petition services related to the same issues for which the employment is sought. Mr. Dombrowsky, Esq., member of the law firm of Robert Allen Law, assured the Court that the firm does not represent any interest adverse to the Debtor and its estates. RAL may be reached at: Alexander Dombrowsky, Esq. Robert Allen Law The Four Seasons Office Tower 1441 Brickell Avenue, Suite 1400 Miami, Fl 33131 Phone: 305.372.3300 Fax: 305.379.7018 E-mail: adombrosky@robertallenlaw.com About Bavaria Yachts USA Bavaria Yachts USA, LLLP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Ga. Case No. 16-68583) on October 18, 2016. The petition was signed by Kenneth Feld, manager of Oddbody LLC, Debtor's general partner. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. BELLA SPOSA: Case Summary & Two Unsecured Creditors --------------------------------------------------- Debtor: Bella Sposa, LLC 8601 Canyon View Drive Las Vegas, NV 89117 Case No.: 16-15869 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: November 1, 2016 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. August B. Landis Debtor's Counsel: Leo P Flangas, Esq. 600 S 3rd St Las Vegas, NV 89101 Tel: (702) 384-1990 Fax: (702) 384-1009 E-mail: leo@flangaslawoffice.com Scheduled Assets: $825,000 Scheduled Liabilities: $4.46 million The petition was signed by Nadine E. Villareale, manager. A copy of the Debtor's list of 2 unsecured creditors is available for free at http://bankrupt.com/misc/nvb16-15869.pdf BENNU OIL: Shutters Operations, Files for Ch.7 Bankruptcy --------------------------------------------------------- Bennu Oil and Gas LLC filed a voluntary Chapter 7 bankruptcy in Texas on Nov. 30, 2016, saying it has shuttered operations. Jess Krochtengel, writing for Bankruptcy Law360, reported that Bennu said in court filings it has about $32.5 million in assets, and a total of $727 million in liabilities. The bulk of that -- $495 million -- is owed to creditors whose claims are secured by property, it said. There's also less than $300,000 in priority unsecured claims and about $229 million in nonpriority unsecured claims. Bennu on Nov. 1, 2013, completed its approximately $700 million acquisition of all the Gulf of Mexico oil and gas assets of ATP Oil & Gas Corporation. The transaction was effected pursuant to a "credit bid" under section 363 of the Bankruptcy Code. Bennu was formed by the lenders under ATP's debtor‑in‑possession (DIP) credit facility to effect the acquisition. Cravath, Swaine & Moore LLP represented Credit Suisse AG throughout ATP's bankruptcy case in its capacity as administrative agent under ATP's DIP facility (including in connection with various litigation matters relating to the case), as well in connection with Credit Suisse's arrangement of a $350 million credit facility provided to Bennu to finance the acquisition and related transactions. Bennu Titan LLC, fka ATP Titan LLC, an affiliate of Bennu Oil & Gas, was placed under bankruptcy protection a few months ago. Beal Bank USA and CLMG Corp. filed an involuntary Chapter 11 petition against Texas-based Bennu Titan (Bankr. D. Del. Case No. 16-11870) on August 11, 2016. The Bankruptcy Court entered an order for relief on September 9, 2016. The petitioning creditors are represented by Michael J. Farnan, Esq., and Joseph J. Farnan, Esq., at Farnan LLP and Thomas E. Lauria, Esq., at White & Case LLP. Bennu Titan LLC has tapped Ashby & Geddes, P.A. as bankruptcy counsel. Beal Bank and CLMG have sought appointment of a Chapter 11 Trustee. BIODATA MEDICAL: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: BioData Medical Laboratories, Inc. 5494 E Arrow Hwy. Montclair, CA 91763 Case No.: 16-20446 Nature of Business: Health Care Chapter 11 Petition Date: November 28, 2016 Court: United States Bankruptcy Court Central District of California (Riverside) Judge: Hon. Mark S Wallace Debtor's Counsel: Robert M Yaspan, Esq. LAW OFFICES OF ROBERT M YASPAN 21700 Oxnard St Ste 1750 Woodland Hills, CA 91367 Tel: 818-905-7711 Fax: 818-501-7711 E-mail: court@yaspanlaw.com RYaspan@YaspanLaw.com Total Assets: $2.23 million Total Liabilities: $5.90 million The petition was signed by Henry Wallach, CEO. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb16-20446.pdf BLANKENSHIP FARMS: Wants Plan Exclusivity Extended Until Jan. 31 ---------------------------------------------------------------- Blankenship Farms, LP asks the U.S. Bankruptcy Court for the Western District of Tennessee to extend the exclusive periods within which only the Debtor may file a plan of reorganization until January 31, 2017, and obtain acceptance of a plan through March 30, 2017. The Debtor is engaged in the farming business with row crops and cattle operations. The Debtor needs additional time to formulate its disclosure statement and chapter 11 plan of reorganization because its farming operations are currently ongoing and the 2016 crop of soybeans is currently being harvested. The Debtor contends that 2016 crop will provide a benefit to the bankruptcy estate after the 2016 Crop Loan with ARM is repaid. Furthermore, the Debtor relates that it has been in negotiations with the significant secured creditors in this case, including John Deere Financial, CNH Capital America, Tennessee Farmers Cooperative, and Farm Credit MidAmerica, FLCA, and will be in a position to formulate a chapter 11 plan after harvest and repayment of the 2016 Crop Loan with ARM on January 15, 2016. About Blankenship Farms Headquartered in Parsons, Tennessee, Blankenship Farms, LP, is an active Tennessee limited partnership whose primary business is farming operations for row crop and cattle. It filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tenn. Case No. 16-10840) on April 27, 2016, estimating its assets and liabilities at between $1 million and $10 million. The petition was signed by James Trent Blankenship, president of TWB Management Inc., general partner of Debtor. Judge Jimmy L. Croom presides over the case. Robert Campbell Hillyer, Esq., at Butler Snow LLP serves as the Debtor's bankruptcy counsel. The Debtor employs Adam Vandiver of Vandiver Enterprises, LLC, as a Farm Equipment Appraiser; and hires Brasher Accounting, as Accountant. No trustee or examiner has been appointed, and no official committee of creditors or equity interest holders has yet been established. BOOK REVIEW: Competition, Regulation, and Rationing --------------------------------------------------- Author: Greenberg, Warren Publisher: Beard Group Paperback: 188 pages List Price: $34.95 Review by: Gail Hoelscher Order a personal copy today at http://is.gd/3sdhDD This book is fundamental reading for those involved directly in health care as well as those interested and concerned about the past, present and future of the health care industry in the United States. Originally published in 1990, Warren Greenberg examined the U.S. health care sector over the period 1960-1988 using standard industrial organization economic analysis. He looked at regulation and competition, antitrust elements, technology, and rationing, as well as pricing behavior and advertising. Although some experts claimed the health care industry to be unique and outside the purview of such analysis, Dr. Greenberg demonstrated that all industries differ in their own ways, but nonetheless can be analyzed using these techniques. Dr. Greenberg's first goal in writing this book was to educate the layperson about the economics of the health care industry. Economists have pointed out two major potential differences between health care and other sectors of the economy: uncertainty of demand and imperfect and imbalanced information on the part of providers and consumers. Dr. Greenberg agrees with the first and less so with the second. Obviously, the timing, extent and length of future illness and the demand for medical services are impossible to know. A good deal of the consumer's uncertainty is smoothed over by health insurance. The uncertainty for insurance companies in the sector is somewhat different than that for other industries: while consumers commonly seek more health care than they would if they were not covered, it is rare for someone to burn down his own home just to collect the insurance. With regard to the imbalance in information, physicians do indeed know more about a particular illness and treatment than the average potential patient, but Dr. Greenberg asks how that differs from plumbing, law and accounting! Dr. Greenberg identified and described the industries that make up the health care sector: medical services, hospitals, insurance, and long-term care. He explored market failures and imperfections in each and detailed some of the measures government has taken to correct these imperfections. For example, he described the efforts of the federal government to force competition in the medical services field and how barriers to entry imposed by physicians' lobbies to limit the number of physicians in practice were lifted, physicians were permitted to advertise, and restrictions on the services of nonphysicians were eased. He recounted efforts to require hospitals to disclose information on mortality rates, infections, and medical complications. Dr. Greenberg's second goal in writing the book was to consider policy options. Although he claims skepticism of regulation (after working for the federal government), he believes that ongoing efforts to devise a more efficient and equitable health care system will require more competition, regulation, and rationing. He examined the Canadian, British and Dutch systems, so fascinating and different from ours, and found the Dutch system the least regulatory and most equitable. This book is a primer on the health care industry. Dr. Greenberg explains economic terms in a straightforward and clear way without condescension and takes the reader way beyond Economics 101. Although the sector has changed significantly since this book was published, Dr. Greenberg's analysis of the past offers valuable insight into why our system evolved the way it did and what direction it might take in future. BPS US HOLDINGS: Hires Alvarez & Marsal's Brian Fox as CRO ---------------------------------------------------------- BPS US Holdings, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Alvarez & Marsal North America, LLC to provide Brian J. Fox as CRO to the Debtors. BPS US Holdings requires Alvarez & Marsal and Brian J. Fox to: (a) assist the CEO and other Company engaged professionals in developing for the Board's review possible restructuring plans or strategic alternatives for maximizing the enterprise value of the Company; (b) assist with the Debtors' communications with creditors and potential investors with respect to the Debtors' financial and operational matters; (c) assist the Debtor in the preparation of financial related disclosures required by the U.S. bankruptcy court having jurisdiction over PSG's Chapter 11 Cases (the "Bankruptcy Court"), including the Schedules of Assets and Liabilities, the Statement of Financial Affairs, and Monthly Operating Reports; (d) assist the Debtor in the preparation of financial related disclosures required by the Canadian court having jurisdiction over the CCAA process; (e) assist the Debtor and their counsel in the preparation of motions, pleadings, and other activities and Court materials necessary to implement a Chapter 11 filing and CCAA filing, if required; (f) assist the Debtors with information and analyses required pursuant to the Debtors' Debtor-In-Possession financing including, but not limited to, preparation for hearings regarding the use of cash collateral and DIP financing; (g) provide advisory assistance in connection with the development and implementation of key employee incentives and other critical employee benefit programs; (h) assist with the identification of executory contracts and leases and performance of cost/benefit evaluations with respect to the assumption or rejection/disclaimer of each; (i) assist the Debtor in the preparation of financial information for distribution to creditors and others, including, but not limited to, cash flow projections and budgets, cash receipts and disbursement analysis, analysis of various asset and liability accounts, and analysis of proposed transactions for which Court approval is sought; (j) attend meetings and assist in discussions with potential investors, banks and other secured lenders, the Creditors' Committee appointed in these Chapter 11 Cases, the U.S. Trustee, the CCAA Monitor, other parties in interest, and professionals hired by the same, as requested; (k) analyze creditor claims by type, entity, and individual claim, including assistance with development of a database to track such claims; (l) if requested, assist in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers; (m) provide testimony with respect to financial and Restructuring matters, as requested; (n) assist the Debtors and their counsel in preparing plans, disclosure statements, and other Court materials and pleadings; and (o) perform other services as requested or directed by the Company's board of the directors or other Company personnel as authorized by the Board, and agreed to by Alvarez & Marsal, that is not duplicative of work performed by other retained professionals of the Debtors. Alvarez & Marsal will be paid at these hourly rates: Restructuring Managing Directors $775-950 Directors $600-750 Analysts/Associates $375-575 Claims Management Services Managing Directors $675-775 Directors $500-650 Analysts/Consultants $325-500 Alvarez & Marsal will be paid a retainer in the amount of $350,000. Alvarez & Marsal will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian J. Fox, member of Alvarez & Marsal North America, 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 (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. Alvarez & Marsal can be reached at: Brian J. Fox ALVAREZ & MARSAL NORTH AMERICA, LLC 1760 SEPTA Market-Frankford Line, Suite 706 Philadelphia, PA 19103 Tel: (267) 507-3100 About BPS US Holdings 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. On Oct. 31, 2016, 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 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. BPS US HOLDINGS: Hires Centerview as Investment Banker ------------------------------------------------------ BPS US Holdings, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Centerview Partners LLC as investment banker to the Debtors to provide these serves: General Financial Advisory and Investment Banking Services a. review the Debtors' financial condition and outlook; b. assist in the development of financial data and presentations to the Special Committee of the Debtors' Board of Directors (the "Special Committee"), the Board of Directors of the Debtors, the Debtors' management and the Debtors' other advisors; c. evaluate the Debtors' debt capacity and alternative capital structures; d. participate in negotiations among the Debtors, and related creditors, suppliers, lessors and other interested parties with respect to any of the transactions contemplated under the Engagement Agreement; and e. perform such other financial advisory services as may be specifically agreed upon in writing by the Special Committee and Centerview. Restructuring Services a. analyze various Restructuring scenarios and the potential impact of these scenarios on the value of the Debtors; and the recoveries of those stakeholders impacted by any Restructuring; b. provide financial and valuation advice and assistance to the Special Committee in developing and seeking approval of any chapter 11 plan (as the same may be modified from time to time, a "Plan"); c. provide financial advice and assistance to the Special Committee in structuring any new securities to be issued pursuant to any Restructuring; d. assist the Special Committee and/or participate in negotiations with entities or groups affected by any Restructuring; and e. if requested by the Special Committee, participate in hearings before the Court or the Canadian Court with respect to the matters upon which Centerview has provided advice, including, as relevant, coordinating with the Debtors' counsel with respect to testimony in connection therewith. Financing Services a. provide financial advice and assistance to the Special Committee in structuring and effecting a Financing, identifying potential Investors and at the Special Committee's request, contacting such Investors; and b. assist in the arranging of a Financing, the due diligence process and negotiating the terms of any proposed Financing. Sale Services a provide financial advice and assistance to the Special Committee in connection with a Sale, identifying potential acquirers and, at the Special Committee's request, contacting such potential acquirers; and b. assist the Special Committee and/or participate in negotiations with potential acquirers. Centerview will be paid as follows: Monthly Advisory Fee (a) A monthly financial advisory fee of $150,000 (the "Monthly Advisory Fee"), the first of which was paid by the Debtors upon execution of the Agreement, and which is thereafter due on each monthly anniversary thereof during the term of the Engagement Agreement. (b) The amount of any Monthly Advisory Fee paid to Centerview after the first three months of the term of the Engagement Agreement will be 50% credited (but only once) against any Restructuring Fee or Sale Fee (each as defined below) payable to Centerview under the terms of the Engagement Agreement. Amendment Fee (a) If at any time during the term of the Engagement Agreement the Debtors consummate any material modification or amendments to the terms, conditions or covenants of the Debtors' secured term loan and asset- based revolving credit facilities or other credit facilities (an "Amendment"), Centerview shall be entitled to receive an amendment fee, contingent upon the consummation of an Amendment and payable at the closing thereof equal to $2,000,000 (the "Amendment Fee"). (b) The amount of any Amendment Fee paid to Centerview will be 100% credited (but only once) against any Restructuring Fee or Sale Fee payable to Centerview under the terms of the Engagement Agreement. Restructuring Fee (a) If at any time during the term of the Engagement Agreement, or within the eighteen full months following the termination thereof (the "Tail Period") other than a termination by Centerview or a termination by the Special Committee for Cause 7 (the term of the Engagement Agreement, together with the Tail Period, the "Fee Period"), the Debtors consummate any Restructuring, 8 Centerview shall be entitled to receive a restructuring fee (a "Restructuring Fee"), contingent upon the consummation of a Restructuring and payable at the closing thereof equal to $5,000,000. Sale Fee (a) If at any time during the Fee Period, the Debtors consummate any Sale, the Debtors shall pay Centerview a sale fee (a "Sale Fee") equal to 1% of the Aggregate Consideration (as such term is defined in the Engagement Agreement). Such Sale Fee shall be contingent upon the consummation of a Sale and payable at the closing thereof. (b) If fees are payable under both 2(c) (Restructuring Fee) and 2(d) (Sale Fee) of the Engagement Agreement, only the higher of the two shall be payable. Financing Fee (a) If at any time during the Fee Period, the Debtors consummate any Financing, the Debtors will pay to Centerview the following: (i) 0.5% of the aggregate amount of financing commitments of any indebtedness (including any debtor-in- possession financing) issued to Sagard Capital Partners, L.P. and/or Power Corporation of Canada and/or their respective affiliates, and any non- institutional investors associated with Sagard Capital Partners, L.P. or Power Corporation of Canada and/or their respective affiliates (collectively, the "Listed Investors"); (ii) 1% of the aggregate amount of financing commitments of any indebtedness (including any debtor-in- possession financing) issued to investor(s) other than Listed Investors; (iii) 1.5% of the aggregate amount of financing commitments of any equity or equity-linked securities or obligations issued to Listed Investors; (iv) 3% of the aggregate amount of financing commitments of any equity or equity-linked securities or obligations issued to investor(s) other than Listed Investors; and (v) 50% of financing fees, other than debtor-in-possession Financing fees, shall be credited against any Restructuring Fee or Sale Fee payable to Centerview. The total of all fees payable to Centerview Partners shall not exceed $8,000,000. Centerview Partners will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark Puntus, member of Centerview Partners, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (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. Centerview Partners can be reached at: Mark Puntus CENTERVIEW PARTNERS, LLC 31 West 52nd Street New York, NY 10019 Tel: (212) 380-2650 About BPS US Holdings 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. On Oct. 31, 2016, 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 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. CAL DIVE: Court Orders Enforcement of July 24 Sale Order -------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court issued an order approving Cal Dive International's motion to authorize and enforce the Court's July 24, 2015 sale order and the terms of the related acquisition agreement by and among Cal Dive International PTE and Cal Dive Offshore Contractors, on the one hand, and purchaser Shelf Subsea Services PTE, on the other hand. As previously reported, "Shelf Subsea breached the terms of the Sale Order and Acquisition Agreement by failing to remit to the Debtors the required percentage of a fund retention (the 'Chevron Retention') that was received by Shelf Subsea from Chevron Australia ('Chevron Australia'). Accordingly, the Debtors respectfully move the Court for an order (i) enforcing the Sale Order and (ii) requiring immediate payment of 75% of the Chevron Retention received by the Purchaser to the Debtors in accordance with the terms of the Acquisition Agreement. The Debtors understand that, to date, Shelf Subsea has received payment of A$893,195.65 from Chevron Australia relating to the Chevron Retention. Pursuant to the terms of the Acquisition Agreement, Shelf Subsea is obligated to turn over seventy-five percent of that amount to the Debtors, A$669,896.74. Despite the Debtors' repeated requests, Shelf Subsea has failed to do so and thus is in breach of the Acquisition Agreement and the Sale Order. Despite repeated requests for payment of the amount owed under the Acquisition Agreement, however, Shelf Subsea has not remitted the required funds to the Debtors." About Cal Dive Houston, Texas-based marine contractor Cal Dive International, Inc., provides manned diving, pipelay and pipe burial, platform installation and salvage, and light well intervention services to the offshore oil and natural gas industry on the Gulf of Mexico OCS, Northeastern U.S., Latin America, Southeast Asia, China, Australia, West Africa, the Middle East, and Europe. Cal Dive and its U.S. subsidiaries filed simultaneous voluntary petitions (Bankr. D. Del. Lead Case No. 15-10458) on March 3, 2015. Through the Chapter 11 process, the Company intends to sell non-core assets and intends to reorganize or sell as a going concern its core subsea contracting business. Cal Dive disclosed total assets of $571 million and total debt of $411 million as of Sept. 30, 2015. The Debtors tapped Richards, Layton & Finger, P.A., as counsel, O'Melveny & Myers LLP, as co-counsel; Jones Walker Jones Walker LLP as corporate counsel; and Kurtzman Carson Consultants, LLC, as claims and noticing agent. The Debtors also tapped Carl Marks Advisory Group LLC as crisis managers and appoint F. Duffield Meyercord as chief restructuring officer. The U.S. Trustee for Region 3 amended the committee of unsecured creditors in the case from five-member committee to four members. The Committee retained Akin Gump Strauss Hauer & Feld LLP and Pepper Hamilton LLP as co-counsel; and Guggenheim Securities, LLC as exclusive investment banker. Cal Dive Offshore Contractors, Inc., disclosed total assets of $233,273,806 and $311,339,932 in liabilities as of the Chapter 11 filing. CANADIAN ENERGY: DBRS Confirms 'B' Issuer Rating ------------------------------------------------ DBRS Limited confirmed the Issuer Rating and the Senior Unsecured Notes (the Notes) rating of Canadian Energy Services & Technology Corp. (CES or the Company) at B and maintained the trends at Stable. The recovery rating for the Notes remains unchanged at RR4. The rating confirmation reflects (1) a modestly improving business environment with increased activity levels in Q3 2016; (2) cost reduction measures undertaken by the Company, especially in its drilling fluids segment; (3) increasing market share in the production and specialty chemical segment in both the United States and Canada; and (4) adequate liquidity factoring low-maintenance capital expenditure (capex) requirements and the absence of near-term debt maturities. DBRS believes that the financial profile of the Company, which had deteriorated significantly over the last year leading to a rating downgrade in October 2016 (see DBRS press release from October 26, 2016, “DBRS Comments on Downgrade of Canadian Energy Services & Technology Corp.'s Ratings”), has now stabilized. CES is expected to benefit from the acquisition of the Production and Specialty chemical assets of Catalyst Oilfield Services, LLC. (Catalyst), which it concluded in August 2016. DBRS expects the Production and Specialty Chemical segment (Production and Specialty Chemicals), which has relatively more stable demand and stronger margins compared with CES's Drilling Fluids segment (Drilling Fluids), will account for an increasing proportion of the Company’s consolidated earnings and operating cash flow because of the Catalyst acquisition. The Company’s drilling fluids business, which was underperforming in the first half of 2016, has also experienced higher activity levels in Q3 2016 and, with the implementation of cost reduction measures, is operating above its fixed cost base. The drilling fluid business also has a strong presence in the Permian Basin, one of the most active basins in the United States. CES’s liquidity position is deemed adequate with a cash balance of $23 million and no draws under its committed senior credit facility (the Credit Facility) of $150 million as at September 30, 2016. The Credit Facility matures in September 2018 and the Company has received a relaxation of the financial covenants applicable on the Credit Facility. CES also benefits from an absence of near-term debt maturities with the Notes maturing in April 2020. CES’s lease adjusted debt-to-cash flow and lease adjusted EBIT interest coverage ratios for the last twelve months (LTM) ended September 30, 2016, remain below the current rating category. However, based on DBRS’s expectation for a gradual increase in oil prices (see DBRS commentary from September 21, 2016, “DBRS Updates its Outlook for the Oil & Gas Industry: Financial Stresses Ease with a Modest Improvement in Market Conditions”), CES’s key credit metrics are expected to improve in the medium term but are likely to remain within the current rating range. However, if there is a prolonged decline in the price of oil Notes: All figures are in Canadian dollars unless otherwise noted. RATINGS Issuer Debt Rated Rating Action Rating ------ ---------- ------------- ------ Canadian Energy Issuer Rating Confirmed B Services & Technology Corp. Canadian Energy Senior Unsecured Confirmed B Services & Notes Technology Corp. CASA SYSTEMS: S&P Assigns 'BB-' CCR & Rates $25MM Facility 'BB-' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' corporate credit rating to Andover, Mass.-based Casa Systems Inc. The outlook is stable. At the same time, S&P assigned a 'BB-' rating to the company's proposed $25 million senior secured revolving credit facility due 2021 and $300 million senior secured term loan B due 2023. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%; lower half of the range) recovery in the event of a payment default. All ratings are based on preliminary terms and condition. "The rating reflects Casa Systems' high customer concentration and accounts for potentially volatile returns as the company pursues increased market penetration," said S&P Global Ratings credit analyst Sebastian Pinto-Thomaz. These factors are partly offset by the company's strong revenue growth characteristics, operating track record, and proven ability to take market share from entrenched incumbent competitors. S&P expects pro forma adjusted debt to EBITDA to be approximately 3.5x at the close of this transaction. Casa Systems manufactures cable and mobile edge devices that enable network operators to provide universal access for subscribers. Casa's converged cable access platform (CCAP) allows delivery of video, data, and voice efficiently in a single solution. Its software-based architecture provides flexibility and a strong value proposition to operators through best-in-class performance and ability to forward integrate into new technologies. Casa's broadband solutions also provide a strong return-on-investment rationale for operators by appreciably reducing power consumption and eliminating the need for larger facilities, which is of particular benefit in densely populated locales. When compared with more entrenched competitors, Arris and Cisco, Casa provides a software-based approach that provides a notable competitive advantage and point of differentiation. The stable outlook reflects S&P's view that Casa Systems will generate strong margins and good free cash flow but potentially encounter earnings volatility while trying to gain market share from competitors through its differentiated technology platform. S&P's expectation is for the company, as a focused provider of integrated Data Over Cable Service Interface Specification (DOCSIS) 3.0/3.1 solutions, to outpace the overall hardware market. S&P's base-case expectation for the next year is for adjusted debt to EBITDA below 4x. S&P could lower rating over the next year if the company produces adjusted debt to EBITDA above 4x. Such a scenario could occur if the company loses key customers or in case of a general downturn in capital expenditures by cable operators. S&P could raise ratings in the next year if adjusted debt to EBITDA falls below 3x and S&P believes the company intends to maintain leverage below this level through acquisitions and business cycles. CHAPARRAL ENERGY: Seeks Approval of Plan Support Agreement ---------------------------------------------------------- BankruptcyData.com reported that Chaparral Energy filed with the U.S. Bankruptcy Court a motion for an order authorizing its entry into and performance under a plan support agreement (PSA) and granting related relief. The motion explains, "The PSA commits the Debtors and the Consenting Creditors to prosecute a consensual plan of reorganization (the 'Plan') designed to implement a comprehensive balance sheet restructuring of the Debtors. The PSA contemplates that the Plan will provide for, among other things, the full equitization of the Debtors' approximately $1.25 billion of outstanding unsecured notes for 100% of the ownership interests in the reorganized company, subject to dilution from such ownership interests issued as a result of, among other things, (i) a $50 million rights offering to be backstopped by certain Noteholders and (ii) an incentive plan for the benefit of the new management of the reorganized company (for up to 7% of such ownership interests, as determined by the board of directors of the reorganized company). On the effective date of the Plan, the Prepetition Credit Agreement Claims will be reduced by a certain cash payment, with the remaining $375 million outstanding to be restructured into a four-year credit facility, consisting of (i) a $225 million first-out revolving loan and (ii) a $150 million second-out term loan." The Court scheduled a December 7, 2016 hearing on the motion. About Chaparral Energy, Inc. Founded in 1988, Chaparral Energy, Inc., is a Delaware corporation headquartered in Oklahoma City and a pure play Mid-Continent independent oil and natural gas exploration and production company. At March 31, 2016, the Company had total assets of $1,229,373,000, total current liabilities of $1,940,742,000 and total stockholders' deficit of $759,546,000. Chaparral Energy, Inc., and its 10 affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-11144) on May 9, 2016. The petition was signed by Mark A. Fischer, chief executive officer. The Debtors are represented by Richard Levy, Esq., Keith Simon, Esq., David McElhoe, Esq., and Marc Zelina, Esq., at Latham & Watkins LLP; and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., as counsel. Kurtzman Carson Consultants LLC serves as administrative advisor. The Debtors continue to manage and operate their businesses as debtors in possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. No trustee or examiner has been requested in the Chapter 11 Cases. No official committee of unsecured creditors has been appointed in the case. Milbank, Tweed, Hadley & McCloy LLP and Drinker Biddle & Reath LLP represent an ad hoc committee of holders of (i) 9.875% Senior Notes due 2020, (ii) 8.25% Senior Notes and (iii) 7.625% Senior Notes due 2022 issued by the Debtors. CHARMING CHARLIE: Seeking to Hire Financial Adviser --------------------------------------------------- The American Bankruptcy Institute, citing Lauren Hirsch and Jessica DiNapoli of Reuters, reported that U.S. fashion jewelry and accessories budget retailer Charming Charlie LLC is seeking to hire a financial adviser to help find relief from its debt burden, according to people familiar with the matter. According to Reuters, the move would come after the 12-year-old chain failed to establish sufficient scale to compete in a highly fragmented market that has been tested by the rise of internet shopping and rapidly changing consumer tastes. Charming Charlie has interviewed investment banks in recent weeks to hire an adviser that would lead a restructuring process to help address its approximately $200 million debt burden, Reuters said, citing the people. The deliberations may not result in a restructuring, the people cautioned, asking not to be identified because the matter is confidential, the report related. "In the normal course of business, the company routinely holds discussions with investment bankers and other third parties about raising equity financing or refinancing the company's existing debt to take advantage of market conditions," Reuters said, citing Charming Charlie in a statement. "Any implication that the company is currently operating outside of that ordinary course is completely unfounded." * * * The Troubled Company Reporter, on June 3, 2016, reported that S&P Global Ratings affirmed its ratings on Houston-based Charming Charlie LLC, including the 'B-' corporate credit rating, and removed the ratings from CreditWatch with negative implications, where S&P placed them on Jan. 21, 2016. The outlook is negative. CLARK-CUTLER-MCDERMOTT: Court Extends Plan Exclusivity to March 3 ----------------------------------------------------------------- Judge Christopher J. Panos of the U.S. Bankruptcy Court for the District of Massachusetts extended Clark-Cutler-McDermott Company and CCM Automotive Lafayette LLC's exclusive periods within which to file a chapter 11 plan to March 3, 2017, and to solicit acceptance of their chapter 11 plan to May 2, 2016. According to a prior report by the Troubled Company Reporter, the Debtors asked for an exclusivity extension, contending that following the appointment of the official committee of Unsecured Creditors, the Committee spearheaded an investigation into the existence and viability of certain claims that the Debtors had asserted against General Motors LLC which resulted with the filing of a six-count complaint against General Motors. The adversary proceeding is styled: "The Official Committee of Unsecured Creditors, et al. v. General Motors, LLC, Case No. 16-04083 (Bankr. D. Mass.) The Court entered a Case Management and Scheduling Order in the GM Lawsuit, establishing among other things, a deadline of February 15, 2017 for the parties to complete discovery, a hearing scheduled for March 30, 2017 on any dispositive motions, and a trial to be scheduled following the submission of the Joint Pretrial Memorandum on March 31, 2017. According to the Debtors, they have filed their Joint Chapter 11 Plan of Liquidation on Sept. 16, 2016, which provides for the creation of a liquidating trust to oversee the distribution of remaining assets described above to holders of allowed claims and to pursue the causes of action of the Debtors' estates. A hearing to consider the adequacy of the Disclosure Statement was held on Nov. 2, 2016. Also, the Court entered the Bar Date Order, which established Dec. 2, 2016 as the deadline for all persons or entities to file a proof of claim, and Jan. 6, 2017 as deadline for the governmental units to file proofs of claim. Contemporaneously with the filing of the Exclusivity Motion, the Debtors had also filed the Motion seeking approval of a Settlement with Creditors' Committee. The Committee contends that the real property located at 5 Fisher Street, 25 Hayward Street, and 42 Hayward Street, Franklin, Massachusetts, which CCM had transferred to its wholly-owned subsidiary CCMcD Real Estate LLC in 2014, could be recovered for the benefit of the Debtors' estates as a fraudulent transfer under applicable state law. Consequently, the Debtors had anticipated that several changes will be made to the Plan and Disclosure Statement in light of the Committee's Settlement Motion, and other developments regarding the use and disposition of the Debtors' remaining assets, including, the scheduled established for litigating the estate's claims against General Motors. About Clark-Cutler-McDermott Company Automobile parts manufacturer Clark-Cutler-McDermott Company and its subsidiary CCM Automotive Lafayette LLC filed chapter 11 petitions (Bankr. D. Mass. Lead Case No. 16-41188) on July 7, 2016. The petitions were signed by James T. McDermott, CEO. Judge Christopher J. Panos presides over the case. The Debtors are represented by Charles A. Dale, III, Esq., David Mawhinney, Esq., and Mackenzie Shea, Esq., at K&L Gates LLP. The Debtors tapped Conway MacKenzie Capital Advisors LLC as investment banker; Sansiveri, Kimball & Co., LLP, as Tax Services Provider. The Debtors each estimated assets of $10 million to $50 million and debt of $10 million to $50 million at the time of the chapter 11 filings. The Official Committee of Unsecured Creditors retained Mintz Levin Cohn Ferris Glovsky and Popeo, P.C. as counsel to the Committee. CRYSTAL LAKE OPEN: Needs Until August 1 to File Chapter 11 Plan --------------------------------------------------------------- Crystal Lake Open Space, Inc. asks the U.S. Bankruptcy Court for the District of Massachusetts to extend the time by which the Debtor has the exclusive right to file a plan and disclosure statement, from Nov. 23, 2016 to August 1, 2017. The Debtor says its business is seasonal, which closes its doors on or about December 1 of each calendar year and reopens on or about April 15th. The Debtor contends that in order to formulate a feasible plan, it should act in coordination with its sole tenant, Crystal Lake Golf Club, LLC, which is also a bankrupt Chapter 11 debtor, as they have some common creditors and are dependent on the cash flow of Crystal Golf Club. Currently, the Debtor is discussing with its tenant and certain creditors in an effort to reach an agreement regarding their secured positions. The Debtor further contends that Crystal Golf Club has asked to extend the exclusive time to file its disclosure statement and chapter 11 plan as it needs to review the proofs of claim filed and its post-petition income generated. The Debtor believes that all parties will benefit from the requested extension as the Debtor will have the benefit to review post-chapter 11 filing revenues, which will allow for a more accurate and feasible plan for all creditors. About Crystal Lake Open Space, Inc. Crystal Lake Open Space, Inc. filed a Chapter 11 petition (Bankr. D. Mass. Case No. 16-41325), on July 27, 2016. The Petition was signed by Michael Maroney, president. The case is assigned to Judge Christopher J. Panos. The Debtor is represented by Herbert Weinberg, Esq. at Rosenberg & Weinberg. At the time of filing, the Debtor had less than $50,000 in estimated assets and $1 million to $10 million in estimated liabilities. D.J. SIMMONS: Foreland Buying 18 Leases for $111K ------------------------------------------------- D.J. Simmons Co. Ltd. Partnership, Kimbeto Resources, LLC, and D.J. Simmons, Inc., ask the U.S. Bankruptcy Court for the District of Colorado to authorize the sale of their 100% working interest in 18 leases, covering 222 net acres under 317 gross acres of lands within the northeastern portion of the San Juan Basin, Rio Aruba County, New Mexico ("Leases"), to Foreland Resources, LLC for $500 per acre or $110,940. The Debtors collectively engage in the acquisition, exploration, and development of oil and gas properties, and are primarily focused on extracting proved hydrocarbon reserves from those properties. They have oil and natural gas reserves from wells operated by D.J. Simmons, Inc., and wells operated by third parties, in Colorado, New Mexico, Utah, and Texas. To further their chapter 11 reorganization efforts, the Debtors have engaged in negotiations regarding disposition of certain leases. The Debtors have determined, in their business judgment, that a sale of Leases is appropriate. There are no wells on the Leases, and they have assumed each lease with Court approval. On Sept. 12, 2016, the Debtors assumed the Leases. The property being sold is not subject to any liens or encumbrances. The Debtors and the Purchaser have executed a Purchase and Sale Agreement. The salient terms of the Purchase and Sale Agreement are: a. The Purchaser will acquire the Leases; b. The Purchaser will pay $500 per acre for cash consideration, or $110,940 to Debtors for the Leases; c. The $110,940 will be adjusted if the net mineral acres of leaseholds held by the Debtors is less or greater than 222 acres; d. The Debtors will convey their interests to the Purchaser but reserve an overriding royalty equal to the difference between existing burdens and 15%; the Debtors intend to deliver the assigned interests to Foreland with an 85% net revenue interest; and any override interest will attach to any extensions or renewals of any lease subject to the Purchase and Sale Agreement; and e. The Bankruptcy Court must approve the Purchase and Sale Agreement. A copy of the Purchase and Sale Agreement and the list of the Leases is available for free at: http://bankrupt.com/misc/DJ_Simmons_237_Sales.pdf The Debtors believe the proposed sale of the Leases is prudent and in the best interests of its estate. The Debtors hold a 100% working interest in the Leases, and selling these unencumbered assets will further their reorganization efforts. Receiving almost $110,940 is fair and appropriate consideration as determined by the Debtors and the Purchaser, based on their detailed knowledge of the oil and gas leases, property, the market, and expenses related to Leases. Accordingly, the Debtors ask that the Court approve the relief requested and the Purchase and Sale Agreement. The Debtors also ask that the Court waive the stay provided by Fed. R. Bankr. P. 6004(h) so, once approved by the Court, the Debtors and the Purchaser may promptly close the transaction. The Purchaser can be reached at: FORELAND RESOURCES, LLC 575 Union Blvd., Suite 208 Lakewood, CO 80228 Telephone: (303) 204-1258/2853 Facsimile: (303) 945-2869 E-mail: jimbyrd@vecta-denver.com landbyrd/landbyrd@gmail.com About D.J. Simmons Company Farmington, New Mexico-based D.J. Simmons Inc. -- http://www.djsimmons.com/-- is an independent oil and gas exploration and production company. D.J. Simmons and its affiliates have oil and natural gas reserves from approximately 100 wells operated by DJS, Inc., and 500 wells operated by third parties in Colorado, New Mexico, Utah, and Texas. Kimbeto Resources, LLC, owns 13 wells in Rio Arriba County, New Mexico. DJS, Inc., also operates the wells owned by Kimbeto. D.J. Simmons Company Limited Partnership holds most of the oil and gas and other assets. Kimbeto holds oil, gas, and other related assets on land owned by the Jicarilla Apache Tribe. DJS, Inc, operates the Assets and employs a small administrative staff. DJS Co. LP, Kimbeto and DJS, Inc., filed Chapter 11 petitions (Bankr. D. Colo. Case Nos. 16-11763, 16-11765 and 16-11767) on March 1, 2016. The cases are jointly administered under Lead Case No. 16-11763. The petitions were signed by John Byrom, president of DJS, Inc. DJS Co. LP disclosed $9.94 million in total assets and $12.9 million in total liabilities. Kimbeto disclosed $976,190 in total assets and $9.81 million in total liabilities. Ethan Birnberg, Esq., at Lindquist & Vennum LLP, serves as the Debtors' counsel. DIAMONDBACK ENERGY: Moody's Hikes CFR to Ba3, Outlook Stable ------------------------------------------------------------ Moody's Investors Service upgraded Diamondback Energy, Inc.'s Corporate Family Rating (CFR) to Ba3 from B1, Probability of Default Rating (PDR) to Ba3-PD from B1-PD and senior unsecured notes to B1 from B2. At the same time, Moody's affirmed the company's SGL-2 Speculative Grade Liquidity (SGL) rating reflecting good liquidity. The rating outlook was revised to stable from positive. "The upgrade reflects our expectation that Diamondback will deliver significant growth in 2017 while keeping a healthy balance sheet even if oil and natural gas prices remain at today's levels," commented Sajjad Alam, Moody's Senior Analyst. "Management has exhibited good operating and fiscal discipline since late 2014 by reducing and then ramping up its drilling program and achieving significant organic production and reserves growth while avoiding meaningful increases in debt." Issuer: Diamondback Energy, Inc. Ratings Upgraded: -- Corporate Family Rating, Upgraded to Ba3 from B1 -- Probability of Default Rating, Upgraded to Ba3-PD from B1-PD -- Senior Unsecured Notes, Upgraded to B1 (LGD5) from B2 (LGD5) Ratings Affirmed: -- Speculative Grade Liquidity Rating, Affirmed SGL-2 Outlook: -- Changed to Stable from Positive RATINGS RATIONALE Diamondback's Ba3 CFR reflects its growing, low cost and oil-weighted production platform in the Permian Basin; low financial leverage supported by opportunistic equity issuances; strong cash margins even in a $45/barrel oil price environment, and significant alternative liquidity through its 83% ownership interest in Viper Energy Partners LP (VEP, unrated), which had a market capitalization of $1.4 billion as of November 30, 2016. The rating is also supported by the company's excellent operating track record since its IPO in October 2012, deep drilling inventory in the prolific Midland Basin featuring stacked pay zones and predictable geology, which was further augmented by the recent acquisition in the Delaware Basin, and its high degree of operational control (~95%). The CFR is restrained by the limited scale of Diamondback's upstream operations, its narrow geographic focus and high level of capital spending that will likely produce negative free cash flow despite a significantly scaled back drilling program. Although Diamondback's production and reserves are smaller than most Ba rated E&P companies today, the company's high quality asset base and low debt level supports its Ba3 CFR. Moody's expects Diamondback to have good liquidity through 2017, which is reflected in the SGL-2 rating. The company had no outstanding borrowings under its $500 million committed revolving credit facility as of September 30, 2016. The revolver borrowing base was increased to $1 billion by Diamondback's bank group during the Fall 2016 redetermination process, which demonstrates that it has substantial asset coverage of its existing revolver commitments. The revolver matures In November 2018. While Moody's expects the company to manage its capex near operating cash flow in 2017, any future negative free cash flow could be comfortably covered with revolver drawings. There should be ample headroom for future compliance with the financial covenants governing the credit facility through 2017. Diamondback's ownership interest in VEP and significant undeveloped Permian Basin acreage could generate alternative liquidity, if needed. Diamondback's $500 million 4.75% senior unsecured notes due 2024 are rated B1, one notch below the Ba3 CFR given the significant size of the secured revolving credit facility relative to the senior notes, under Moody's Loss Given Default Methodology. The revolver has a first-lien claim to substantially all of Diamondback's assets. The stable outlook reflects Diamondback's low leverage and low costs that should support significant growth through 2017. If Diamondback increases production above 80,000 boe per day on a sustained basis while maintaining the RCF/debt ratio above 40% and the leveraged full-cycle ratio above 1.5x, the ratings could be upgraded. The ratings could be downgraded if the company's capital productivity were to significantly decline and/or its financial leverage were to substantially increase. Moody's could downgrade the CFR if the RCF/debt ratio falls below 25% or the debt to average daily production ratio were to rise above $20,000 per boe on a sustained basis. The principal methodology used in this rating was the Global Independent Exploration and Production Industry published in December 2011. Diamondback Energy, Inc. is an exploration and production company with primary focus in the Permian Basin in West Texas. DIFFERENTIAL BRANDS: May Issue 3.5M Shares Under Incentive Plan --------------------------------------------------------------- Differential Brands Group Inc. filed a Form S-8 registration statement with the Securities and Exchange Commission to register 3,529,109 shares of common stock of the Company issuable under the Differential Brands Group Inc. 2016 Stock Incentive Compensation Plan. The proposed maximum aggregate offering price is $11,222,566. On Oct. 5, 2016, the board of directors of the Company approved, subject to stockholder approval, the Differential Brands Group Inc. 2016 Stock Incentive Compensation Plan. At the Company's 2016 annual meeting of stockholders held on Nov. 7, 2016, the Company's stockholders approved the 2016 Plan. A full-text copy of the regulatory filing is available at: https://is.gd/qo1Oh3 About Differential Brands Differential Brands Group Inc., formerly Joe's Jeans Inc., is a platform that focuses on branded operating companies in the premium space. The Company's focus is on organically growing its brands through a global, omni-channel distribution strategy while continuing to seek opportunity to acquire accretive, complementary, premium brands. The Company's current brands are Hudson, a designer and marketer of women's and men's premium branded denim apparel, and Robert Graham, a sophisticated, eclectic style to the fashion market as an American-based company with an intention of inspiring a global movement. Joe's Jeans Inc. has completed the merger combining Hudson Jeans and Robert Graham. Additionally, the company has been renamed Differential Brands Group Inc. and will remain publicly listed on NASDAQ under the ticker DFBG. Differential Brands reported a net loss and comprehensive loss of $32.3 million on $80.2 million of net sales for the year ended Nov. 30, 2015, compared to a net loss and comprehensive loss of $27.7 million on $84.2 million of net sales for the year ended Nov. 30, 2014. As of Sept. 30, 2016, Differential Brands had $175.1 million in total assets, $125.3 million in total liabilities and $49.80 million in total equity. DIRECT MEDIA: Seeks to Hire Tracy Firm as Legal Counsel ------------------------------------------------------- Direct Media Power, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire The Tracy Firm, Ltd. to give legal advice regarding its duties under the Bankruptcy Code, represent the Debtor in non-bankruptcy litigation matters, give advice regarding the restructuring of its financial affairs, and provide other legal services. Adam Tracy, Esq., and Nathan Larsen, Esq., the attorneys designated to represent the Debtor, will be paid an hourly rate of $350. Paralegals will be paid $75 per hour. Mr. Tracy disclosed in a court filing that his firm does not represent any interest adverse to the Debtor. The firm can be reached through: Adam S Tracy, Esq. The Tracy Firm, Ltd. 2100 Manchester Road, Suite 615 Wheaton, IL 60187 Tel: (888) 978-9901 Fax: (630) 689-9471 Email: at@tracyfirm.com Email: at@ibankattorneys.com About Direct Media Power Direct Media Power, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Ill. Case No. 16-36934) on November 21, 2016. The petition was signed by Dean Tucci, president. The case is assigned to Judge Timothy A. Barnes. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. DIRECTBUY HOLDINGS: Judge Tentatively Approved Bidding Protocol --------------------------------------------------------------- Jeff Montgomery, writing for Bankruptcy Law360, reported that insurance headaches clouded a peaceful resolution on Nov. 28 of most disputes over DirectBuy Holdings Inc.'s plans for a Delaware bankruptcy auction in January, with the company scrambling to head off policy lapses and coverage gaps. Disclosure of the troubles -- including an unpaid down payment on a premium financing deal -- surfaced after U.S. Bankruptcy Judge Christopher S. Sontchi tentatively approved the company's bidding procedures, based on a bid-to-beat stalking horse offer submitted by the company's secured creditors. The Debtors sought bankruptcy protection to restructure their balance sheet through a going-concern sale of their business assets pursuant to Section 363 of the Bankruptcy Code. According to the Debtors, their operations (while financially sound) are insufficient to sustain existing levels of debt or attract a sufficient amount of refinancing. Beginning February of 2016, the Debtors, through their financial advisor Carl Marks Advisory Group LLC, ran a marketing process, facilitated due diligence and engaged in discussions with potential buyers. Despite these efforts, the Debtors did not receive any formal bids from potential buyers. The Debtors also engaged in discussions with their existing stakeholders about a possible restructuring of their debt or credit bid to purchase their assets resulting in their entry into a purchase agreement. On Nov. 1, 2016, the Debtors and Derby SPV, Inc., entered into the Purchase Agreement pursuant to which Derby will acquire the Debtors' business for a credit bid of $10 million, plus assumption of specified liabilities, subject to higher or better bids at an auction. The Debtors propose that the deadline to submit bids be fixed at 5:00 p.m. on Jan. 5, 2017. As reported by the Troubled Company Reporter on Nov. 4, 2016, the Debtors sought Court approval of Bidding Procedures and a Stalking Horse Asset Purchase Agreement with Derby SPV, subject to overbidding. Pursuant to a Senior Secured Notes Indenture, dated as of Jan. 26, 2011, among DirectBuy Holdings, Inc., as issuer ("Holdings") and each of the Debtors as Guarantors, and The Bank of New York Mellon Trust Co., N.A., as trustee and collateral agent, Holdings issued 12% Senior Secured Notes due 2017 in the aggregate principal amount of $335,000,000 ("Original Senior Secured Notes"). On Aug. 1, 2012, Holdings entered into an Exchange Agreement, as amended by Amendment No. 1 dated Sept. 28, 2012, with (i) certain holders of the Original Senior Secured Notes ("Exchanging Holders"), (ii) Trivest Partners IV, L.P. for itself and as manager under that certain Management Agreement dated Nov. 30, 2007, and (iii) DirectBuy Investors, L.P., DirectBuy Investors-A, L.P., and DirectBuy Investors-B, L.P. ("Trivest Parties"). Pursuant to the Exchange Agreement, Holdings, the Exchanging Holders and the Trivest Parties completed a restructuring of Holdings' debt and equity on Nov. 5, 2012, whereby, among other things, the Original Senior Secured Notes in the principal amount of $324,700,000 were exchanged for (i) 100% of the equity of Holdings and (ii) $100,000,000 of 12% PIK Toggle Notes due Nov. 5, 2019 ("Pre-Petition Notes"). The Pre-Petition Notes were authorized and issued pursuant to a Senior Secured Toggle Notes Indenture, dated Nov. 5, 2012 among Holdings, the Guarantors and U.S. Bank National Association, as trustee and collateral agent ("Pretition Collateral Agent"). The Pre-Petition Collateral Agent perfected its security interest in those assets by filing UCC financing statements with the Delaware Secretary of State and mortgages on the real property owned by Debtor United Consumer Club, Inc. in Indiana. Additionally, the Pre-Petition Collateral Agent perfected its security interest in the Debtors' bank accounts in the United States pursuant to a Deposit Account Control Agreement for each account. At the time the Debtors entered into the Pre-Petition Notes, the Pre-Petition Liens were third priority liens junior to then existing senior secured credit facilities ("Senior Debt Facilities"). On April 30, 2015, the Debtors repaid in full the Senior Debt Facilities and the liens and security interests granted in connection therewith were released. As of the Petition Date, the Debtors were indebted to the Pre-Petition Secured Parties in the approximate amount of $144,678,184. The Debtors are significantly overleveraged. Based on their evaluations and in the exercise of their business judgment, the Debtors concluded that the best way to maximize value for the benefit of their estates and creditors is to sell their business assets on a going concern basis. Consequently, the Debtors filed the Chapter 11 cases to achieve a balance sheet restructuring through a competitive sale of their business assets. To that end, before the Petition Date, the Debtors explored potential strategic alternatives for maximizing value. In December 2015, the Debtors engaged Carl Marks Advisory Group, LLC ("CMA") to assist the Debtors in pursuing strategic alternatives including a potential reorganization and/or sale. Beginning in February 2016, CMA ran a sale process over the course of more than 6 months, contacting over 80 potential buyers. Fifteen potential buyers executed a non-disclosure agreement and received the confidential information memorandum prepared by CMA. For several months thereafter, and as CMA's marketing process continued, the Debtors' management, together with CMA, facilitated due diligence and engaged in discussions with potential buyers. Despite those efforts, CMA did not receive any formal bids from potential buyers. Concurrently with the marketing process, the Debtors engaged in discussions with their existing stakeholders about a possible restructuring of their debt or credit bid to purchase the Debtors' assets. As a result thereof, on Nov. 1, 2016, the Debtors and the Purchaser entered into the Purchase Agreement. The Purchaser is an entity formed for the purposes of effecting the rights and interests of the Pre-Petition Collateral Agent and the holders of the Pre-Petition Notes. The principal terms of the Purchase Agreement are: a. Purchaser: Derby SPV, Inc. b. Purchase Price: The Purchase Price for the Purchased Assets is (i) $10,000,000 plus (ii) Cure Amounts with respect to the Assumed Contracts, plus (iii) amounts payable under the Canadian Proposals, plus (iv) the assumption by the Purchaser of the Assumed Liabilities. c. Purchased Assets: The Purchased Assets will include each of the following: (i) all Cash and Cash Equivalents; (ii) all Credit Card Holdbacks; (iii) all Accounts Receivable of the Sellers; (iv) the Merchandise Deposit Trust Accounts, California Membership Fee Deposit Trust Account, Surety Bond Cash Collateral and Letter of Credit Cash Collateral; (v) without duplication of the above, royalties, advances, prepaid assets, security and other deposits, prepayments and other current assets relating to the Business, in each case of the Sellers; (vi) all inventory, furniture, fixtures, furnishings, supplies, equipment, vehicles, leasehold improvements, and other tangible personal property owned or used or held for use by Sellers or their subsidiaries in the conduct of the Business, including all desks, chairs, tables, hardware copiers, telephone lines and numbers, facsimile machines and other telecommunication equipment, cubicles and miscellaneous office furnishings and supplies; (vii) all warranties, service agreements and maintenance agreements or similar agreements associated with the Purchased Assets in clause (vi); (viii) all leasehold improvements; (ix) all trucks and other vehicles owned by the Sellers; (x) all current and prior insurance policies; (xi) all Permits; (xii) all Assumed Contracts and all Member Purchase Orders; (xiii) all Claims with respect to the Business and all rights in respect of prepaid items however evidenced; (xiv) Member Data; (xv) copies or originals of all books, records, files or papers of Sellers, whether in hard copy or electronic format, relating primarily to the Purchased Assets or to the Business; (xvi) Acquired Intellectual Property; (xvii) the Owned Real Property; (xviii) all rights under non-disclosure or confidentiality, non- compete or non-solicitation agreements with employees and agents of any Seller or with third parties; (xix) all rights of any Seller under all warranties (expressed or implied), representations, indemnities, or guaranties made by third parties to or for the benefit of any Seller with respect to the Purchased Assets; (xxi) any interest of Sellers in any internet websites, URLs or internet domain names, and applications and registrations pertaining thereto; (xxii) all Vendor Deposits; (xxiii) all Landlord Deposits; (xxiv) Loans owed to any Seller by any employee, officer or director of any Seller and any intercompany loans and receivables; (xxv) any security, vendor, utility or other deposits; (xxvi) any trust, insurance policy or other funding vehicles associated with the Benefit Plans; and (xxvii) all of the rights, powers, privileges and beneficial interests of United Consumers Club Incorporated in and pursuant to that certain Trust Agreement dated November 14, 2007 and known as Trust No. 5908. d. Auction: The Debtors intend to conduct an open auction process if one or more Qualified Bids are received. e. Closing and Other Deadlines: Three Business Days after all the conditions set forth in Article VII of the Purchase Agreement have been satisfied or waived. f. Good Faith Deposit: The Purchaser is not required to make a good-faith deposit. g. Use of Proceeds: Of the Purchase Price, $10,000,000 is a credit bid and the rest of the funds will be used to satisfy the enumerated obligations under the Purchase Agreement. h. Credit Bid: The Purchaser intends to credit bid $10,000,000. In recognition of the Purchaser's expenditure of time, energy, and resources, the Debtors have agreed that if the Purchaser is not the Successful Bidder and an Alternate Transaction closes, the Debtors will pay the Purchaser the Expense Reimbursement, an amount in cash equal to the aggregate amount of the reasonable, actual, and necessary, out-of-pocket expenses paid or incurred by the Purchaser relating to or in connection with their bid, subject to a cap of $500,000. The Debtors have further agreed that their obligation to pay the Expense Reimbursement pursuant to the Purchase Agreement will (i) survive termination of the Purchase Agreement, (ii) to the extent owed by the Debtors, constitute an administrative expense claim under section 503(b) of the Bankruptcy Code, and (iii) be payable from the first cash proceeds of an alternate transaction under the terms and conditions of the Purchase Agreement and the Bidding Procedures Order, notwithstanding Section 507(a) of the Bankruptcy Code. The salient points of the Bidding Procedures are: a. Qualified Bidder: A Potential Bidder, other than the Purchaser, who wishes to participate in the bidding process must deliver to the Notice Parties to the extent not previously delivered, an executed confidentiality agreement in form and substance satisfactory to the Debtors, which will inure to the benefit of the Successful Bidder. b. Qualified Bid: A Qualified Bid must submit a Bidder Purchase Agreement and an offer to purchase the Purchased Assets or some substantial portion thereof. c. Minimum Overbid: At least $10,000,000 plus (b) the Expense Reimbursement in the amount of $500,000 plus (c) a cash overbid of $200,000. d. Bid Deadline: Jan. 5, 2017, at 5:00 p.m. (EST) e. Auction: Only Qualified Bidders that have submitted Qualified Bids by the Bid Deadline are eligible to participate at the Auction. f. Subsequent Bid: At least an additional $200,000 above the prior bid. g. Successful Bid: The highest or otherwise best offer from among the Qualified Bidders submitted at the Auction. The determination of the Successful Bid by the Debtors at the conclusion of the Auction shall be final, subject only to approval by the Bankruptcy Court. h. Closing with Alternative Back-Up: If an Auction is conducted, the Qualified Bidder with the next highest or otherwise best Qualified Bid to the Successful Bidder, as Back-Up Bidder. i. Return of Deposits: All deposits will be returned to each bidder not selected by the Debtors as the Successful Bidder the Back-Up Bidder no later than 5 business days following the conclusion of the Auction. The deposit of the Back-Up Bidder will be held by the Debtors until 1 business day after the closing of the sale transaction with the Successful Bidder. A copy of the Purchase Agreement, the Bidding Procedures and the Cure Notice attached to the Motion is available for free at: http://bankrupt.com/misc/DirectBuy_Holdings_18_Sales.pdf The Purchaser: Sean Britain DERBY SPV, INC c/o Bayside Capital, Inc. 600 5th Avenue, 24th FL New York, NY 10020 Facsimile: (212) 314-1006 E-mail: sbritain@bayside.com - and - John Skvarla Damien Alfalla DERBY SPV, INC c/o PennantPark Investment Administration, LLC 590 Madison Avenue, Floor 15 New York, NY 10022 Facimile: (212) 212 905-1075 E-mail: Admin_Ops@pennantpark.com The Purchaser is represented by: Gavin Westerman, Esq. Brian S. Rosen, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, NY 10153 Facsimile: (212) 310-8007 E-mail: gavin.westerman@weil.com brian.rosen@weil.com Carl Marks Advisors may be reached at: Charles Boguslaski Parker Condie Carl Marks Advisors 900 Third Avenue, 33rd Floor New York, NY 10022 E-mail: cboguslaski@carlmarks.com pcondie@carlmarks.com About DirectBuy Holdings DirectBuy Holdings Inc., headquartered in Merrillville, Indiana, is a membership buying club that operates under a franchise business model. DirectBuy Holdings, Inc., United Consumers Club, Incorporated, DirectBuy, Inc., Beta Finance Company, Inc., UCC Distribution, Inc., U.C.C. Trading Corporation, National Management Corporation, and UCC of Canada, Inc., each filed chapter 11 petitions (Bankr. D. Del. Lead Case No. 16-12435) on November 1, 2016. The Debtors are represented by Marion M. Quirk, Esq., Nicholas J. Brannick, Esq., Michael D. Sirota, Esq., Ilana Volkov, Esq., Felice R. Yudkin, Esq., at Cole Schotz P.C. Prime Clerk LLC serves as their claims and noticing agent. Carl Marks & Co. serves as their financial advisor. Judge Christopher S. Sontchi has been assigned the cases. DirectBuy Holdings estimated $100 million to $500 million in both assets and liabilities. The petitions were signed by Michael P. Bornhorst, chief executive officer. The Company's Canadian subsidiaries were slated on Nov. 2, 2016, to commence proposal proceedings under the Bankruptcy and Insolvency Act ("BIA") to obtain an Order from the Ontario Superior Court of Justice approving proposals to be made by the Canadian Subsidiaries to their respective creditors under Part III of the BIA. Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed five creditors of DirectBuy Holdings, Inc., to serve on the official committee of unsecured creditors. DIRECTBUY HOLDINGS: Quick Sale Favors Owners, Committee Says ------------------------------------------------------------ The Official Committee of Unsecured Creditors lodged an objection to the proposed sale of DirectBuy Holdings Inc.'s assets. According to the Committee, the Debtors propose an expedited sale process, which does nothing more than permit existing equity to retain the Debtors' value while squeezing out unsecured creditors. If equity holders wish to deleverage the company while retaining control, they should propose a Chapter 11 plan, which would require the vote of an impaired consenting class -- and fair treatment to encourage that vote -- not a dressed-up 11 U.S.C. Section 363 sale where they simply transfer the assets to themselves without adding any value. The Committee notes that the Debtors' equity owners sit on every side of the proposed transaction, controlling each of the Debtors, the secured lender and the proposed Stalking Horse Purchaser. The entire process inures to these insiders' advantage, while chilling, if not absolutely precluding, any meaningful competitive bidding. The Committee also tells the Court the proposed sale process centers on a no-cash credit bid, which eliminates any chance for a competitive auction. Left unchecked, equity will strip the Debtors' estates of all value, effectively cleansing the assets of unsecured liabilities without contributing a penny. The Committee doesn't see the need for the Debtors to provide expense reimbursement to the Stalking Horse bidder. The panel says the Stalking Horse Purchaser provides no value to the Debtors' estates. The suggested bidding floor proves illusory as the insiders can increase their credit bid at any time. More importantly, how can the Stalking Horse Purchaser show that the bid protections are necessary when it already conducted more due diligence than any other party, and knows the ins and outs of the Debtors' businesses like no other party could by virtue of its simultaneous roles of owner, operator and secured lender? Andrew R. Vara, Acting United States Trustee for Region 3, also objects to those portions of the Sale Motion that seek to pay the Lenders/Owners, if outbid at auction, an expense reimbursement of $500,000. Expense reimbursements, along with break-up fees are intended to be incentives for a party to invest time and money to do the due diligence necessary to make a stalking horse bid, knowing it might be outbid at the auction and therefore out-of-pocket for its expenses. As the prepetition lenders and equity holders, the Lenders/Owners did not need to undertake any due diligence to make a bid, did not need an incentive to make a bid, and will not need to be compensated if they are not the winning bidder at the auction. This is because, regardless of the outcome of the auction, the Lenders/Owners will benefit. Even if the stalking horse was not an insider, a $500,000 expense reimbursement would be excessive, because it constitutes 5% of the entire stalking horse bid. If the Court allows any reimbursement of expense to be paid as a bid protection to the Lenders/Owners, the maximum cap should not exceed 3% of the stalking horse bid, which is $300,000. In addition, the Lenders/Owners should be required to provide support for all such expenses to the Debtors, the Committee, and the U.S. Trustee, who should have at least 10 days to review and object, if appropriate. Proposed Counsel to the Committee: Lucian B. Murley, Esq. Monique B. DiSabatino, Esq. Aaron S. Applebaum, Esq. SAUL EWING LLP 1201 N. Market Street, Suite 2300 P.O. Box 1266 Wilmington, DE 19899 Tel: (302) 421-6840 Fax: (302) 421-5 873 E-mail: lmurley@saul.com mdisabatino@saul.com aapplebaum@saul.com - and - Sharon L. Levine, Esq. Dipesh Patel, Esq. SAUL EWING LLP One Riverfront Plaza 1037 Raymond Blvd, Suite 1520 Newark, NJ 07102-5426 Tel: (973) 286-6713 Fax: (973) 286-6821 E-mail: slevine@saul.com dpatel@saul.com About DirectBuy Holdings DirectBuy Holdings Inc., headquartered in Merrillville, Indiana, is a membership buying club that operates under a franchise business model. DirectBuy Holdings, Inc., United Consumers Club, Incorporated, DirectBuy, Inc., Beta Finance Company, Inc., UCC Distribution, Inc., U.C.C. Trading Corporation, National Management Corporation, and UCC of Canada, Inc., each filed chapter 11 petitions (Bankr. D. Del. Lead Case No. 16-12435) on Nov. 1, 2016. The Debtors are represented by Marion M. Quirk, Esq., Nicholas J. Brannick, Esq., Michael D. Sirota, Esq., Ilana Volkov, Esq., Felice R. Yudkin, Esq., at Cole Schotz P.C. Prime Clerk LLC serves as their claims and noticing agent. Carl Marks & Co. serves as their financial advisor. Judge Christopher S. Sontchi has been assigned the cases. DirectBuy Holdings estimated $100 million to $500 million in both assets and liabilities. The petitions were signed by Michael P. Bornhorst, chief executive officer. The Company's Canadian subsidiaries were slated on Nov. 2, 2016, to commence proposal proceedings under the Bankruptcy and Insolvency Act ("BIA") to obtain an Order from the Ontario Superior Court of Justice approving proposals to be made by the Canadian Subsidiaries to their respective creditors under Part III of the BIA. Andrew R. Vara, Acting U.S. Trustee for Region 3, appointed five creditors of DirectBuy Holdings, Inc., to serve on the official committee of unsecured creditors. DOLLAR MART GROCERY: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- The Office of the U.S. Trustee on Nov. 28 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Dollar Mart Grocery & Wholesale. Dollar Mart Grocery & Wholesale, a joint partnership between Alaa E. Noeman and Raid Tabbaa, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 16-29498) on October 17, 2016. The petition was signed by Alaa E. Noeman and Tabbaa Raid, joint partners. The Debtor is represented by Toni Campbell Parker, Esq., at the Law Office of Toni Campbell Parker. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. DOW CORNING: 6th Cir. Affirms Order on Settlement Fund Distribution ------------------------------------------------------------------- The United States Court of Appeals for the Sixth Circuit affirmed a consent order entered on December 3, 2015, which clarified certain procedures for distributing part of the settlement fund in Dow Corning Corporation's case. In 1995, Dow Corning declared Chapter 11 bankruptcy while facing thousands of lawsuits related to silicone-gel breast implants. Dow Corning's Reorganization Plan established a settlement fund for claimants who agreed to settle their suits. The bankruptcy court confirmed the Reorganization Plan in 1999. Pursuant to the Plan, Dow Corning and the Claimants' Advisory Committee executed a Distribution Agreement that details the procedure for distributing the settlement fund. That Agreement also created a Trust to administer and evaluate claims for recovery from the fund. The Distribution Agreement divided the fund into sub-funds, including the Class 7 Fund, whose claimants received implants made by American manufacturers (other than Dow Corning) and foreign manufacturers using Dow-Corning silicone. To be eligible for a payment from the Class 7 Fund, claimants had to show, among other things, that they received a silicone-gel breast implant between January 1, 1976 and January 1, 1992, and that they "marshaled recoveries" from the manufacturers of their implants by trying to collect from those manufacturers before seeking money from the Class 7 Fund. Meanwhile, five other manufacturers of silicone-gel implants created their own settlement fund -- known as the Bristol, Baxter, 3M, McGhan and Union Carbide Revised Settlement Program. Dow Corning Class 7 claimants who received an implant from one of those five manufacturers could "marshal recoveries," for the purposes of eligibility under the Class 7 Fund, by filing a claim with the Program. On May 22, 2015, the Claimants' Advisory Committee, the Debtor's Representatives and Dow Corning itself submitted to the district court a proposed Consent Order that specified, among many other things, the manner in which the marshaling requirement would apply to Class 7 claimants whose registration status made them ineligible for relief under the Program. The district court entered the Consent Order on December 3, 2015, over the objections of the Korean Claimants, who then brought the appeal. The Korean Claimants first argued as follows: that, in entering the Consent Order, the district court interpreted the term "marshaling recoveries" as used in the Plan; that the district court lacks authority to interpret the Plan; and that the district court therefore exceeded its powers when it entered the Consent Order. The Sixth Circuit held that the Consent Order's treatment of the term "marshaled recoveries" resolves a dispute as to the meaning of that term, and thus plainly falls within the district court's powers under the Plan. The Korean Claimants next argued that the Consent Order's clarification of "marshaled recoveries" amounts to an impermissible modification of the Distribution Agreement. The Sixth Circuit, however, found that the Consent Order did nothing to modify the substantive criteria for eligibility for recovery under the Distribution Agreement. The appellate court found, instead, that the Consent Order merely clarified that one of those criteria -- the marshaling requirement -- is met as to claimants whose registration status made them ineligible for recovery under the Program. The appellate court thus concluded that the Consent Order does not modify the Distribution Agreement. Some of the Korean Claimants -- namely, those who received implants after January 1, 1992 -- also argued that the Consent Order should have modified the Distribution Agreement to allow recovery for claimants who received implants after (rather than before) that date. The appellate court held that the argument comes years too late, considering that the bankruptcy court confirmed the Plan and its eligibility criteria in 1999. The appeals case is KOREAN CLAIMANTS, Interested Parties-Appellants, v. DEBTOR'S REPRESENTATIVES, DOW CORNING CORPORATION, CLAIMANTS' ADVISORY COMMITTEE, Defendants-Appellees, No. 15-2548 (6th Cir.), relating to In re: SETTLEMENT FACILITY DOW CORNING TRUST. A full-text copy of the Court's November 23, 2016 opinion is available at https://is.gd/GyQgwc from Leagle.com. About Dow Corning Dow Corning Corp. -- http://www.dowcorning.com/-- produces and supplies more than 7,000 silicon-based products and services to more than 25,000 customers worldwide. Dow Corning is equally owned by The Dow Chemical Company and Corning Incorporated. The Company filed for Chapter 11 protection on May 15, 1995 (Bankr. E.D. Mich. Case No. 95-20512) to resolve silicone implant-related tort liability. The Company owed its commercial creditors more than $1 billion at that time. A consensual Joint Plan of Reorganization, amended on Feb. 4, 1999, offering to pay commercial creditors in full with post-petition interest, establish a multi-billion-dollar settlement trust for tort claims, and leave Dow Corning's shareholders unimpaired, took effect on June 30, 2004. DOWLING COLLEGE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Dowling College fdba Dowling Institute fdba Dowling College Alumni Association fdba Cecom 150 Idle Hour Blvd. Oakdale, NY 11769 Case No.: 16-75545 Type of Business: The Debtor is a not-for-profit educational corporation and registered 501(c)(3) corporation. Chapter 11 Petition Date: November 29, 2016 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Hon. Robert E. Grossman Debtor's Counsel: Joseph Charles Corneau, Esq. KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP 570 Seventh Avenue, 17th Floor New York, NY 10018 Tel: (212) 972-3000 Fax: (212) 972-2245 E-mail: jcorneau@klestadt.com - and - Lauren Catherine Kiss, Esq. KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP 200 West 41st Street, 17th Floor New York, NY 10036-7203 Tel: 212-972-3000 Fax: 212-972-2245 E-mail: lkiss@klestadt.com - and - Sean C Southard, Esq. KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP 200 West 41st Street, 17th Floor New York, NY 10036-7203 Tel: 212 972-3000 Fax: 212-972-2245 E-mail: ssouthard@klestadt.com Debtor's Special Counsel: INGERMAN SMITH LLP Debtor's Special Counsel: SMITH & DOWNEY, P.A. Debtor's CRO Provider: RSR CONSULTING, LLC Debtor's Real Estate Advisors: A&G REALTY PARTNERS, LLC AND MADISON HAWK PARTNERS, LLC Debtor's Real Estate Broker: DOUGLAS ELLIMAN Debtor's Broker: CBRE, INC. Debtor's Claims & Noticing Agent: GARDEN CITY GROUP, LLC Total Assets: $65.18 million as of Oct. 31, 2016 Total Liabilities: $66.21 million as of Oct. 31, 2016 The petition was signed by Robert S. Rosenfeld, chief restructuring officer. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ NYS Unemployment Insurance $636,797 PO Box 4301 Binghamton, NY 13902-4301 Cigna Health & Life Insurance Co. $278,000 900 Cottage Grove Road, B6LPA Hartford, CT 06152 Ultimate Power, Inc. $258,213 45 Nancy Street West Babylon, NY 11704 The Allen J Flood Companies, Inc. $195,944 Two Madison Avenue Larchmont, NY 10538 American Express $171,500 PO Box 2855 New York, NY 10116 CohnReznick LLP $141,697 4 Becker Farm Road Roseland, NJ 07068 PSEGLI $141,306 PO Box 888 Hicksville, NY 11802-0888 Ingerman Smith, L.L.P. $101,330 150 Motor Pkwy, Suite 400 Hauppauge, NY 11788 Capital One NA $98,538 PO Box 60024 New Orleans, LA 70160-0024 Blackboard Inc. $93,671 650 Massachusetts Avenue NW, 6th Floor Washington, DC 20001 Carrier Commercial Service $93,296 P.O. Box 93844 Chicago, IL 60673-3844 We Drive You, Inc. $83,071 700 Airport Blvd, Suite 250 Burlingame, CA 94010 St. Johns University $76,500 Bernadette Lavin-MacDonald Ctr. 8000 Utopia Pkwy Jamaica, NY 11439 Seyed Raji $75,200 24 Pleasant Lane Southampton, NY 11968 Paul Abramson $73,914 6 Winside Ln Coram, NY 11727 George Foundotos $72,355 4 Damin Circle, St. James, NY 11780 Joseph Behar $67,518 9 Brown's River Rd Sayville, NY 11782 Higher One $64,162 115 Munson Street New Haven, CT 06511 Statewide Roofing Inc. $60,123 2120 Fifth Avenue Ronkonkoma, NY 11779 Linda Ardito $52,775 5 Two Rod Road Huntington, NY 11743 DOWLING COLLEGE: Seeks to Hire Klestadt Winters as Legal Counsel ---------------------------------------------------------------- Dowling College seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Klestadt Winters Jureller Southard & Stevens, LLP to give legal advice regarding its duties under the Bankruptcy Code, negotiate with creditors, prosecute actions to protect its estate, assist in the preparation of a bankruptcy plan, and provide other legal services. The hourly rates charged by the firm are: Partners $475 - $675 Associates $250 - $375 Paralegals $150 Sean Southard, Esq., the attorney designated to represent the Debtor, will be paid an hourly rate of $550. Mr. Southard disclosed in a court filing that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Sean C. Southard, Esq. Lauren C. Kiss, Esq. Klestadt Winters Jureller Southard & Stevens, LLP 200 West 41st Street, 17th Floor New York, NY 10036-7203 Tel: (212) 972-3000 Fax: (212) 972-2245 About Dowling College Dowling College sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 16-75545) on Nov. 30, 2016, estimating assets of $100 million to $500 million and debt of less than $100 million. Founded in 1955 as part of Adelphi College's outreach to Suffolk County, New York, the Debtor became the first four-year, degree-granting liberal arts institution in the county. It purchased the former W.K. Vanderbilt estate in Oakdale in 1962. In 1968, the Debtor severed its ties with Adelphi and was renamed after its chief benefactor, Robert Dowling, a noted city planner and aviator. It expanded its facilities in 1993 with the development of the Brookhaven campus. DRAW ANOTHER CIRCLE: Wants Plan Filing Period Moved to Jan. 24 -------------------------------------------------------------- Draw Another Circle, LLC and its affiliated Debtors ask the U.S. Bankruptcy Court for the District of Delaware to extend (a) the period during which the Debtors have the exclusive right to file a chapter 11 plan, through and including January 24, 2017; and (b) the period during which the Debtors have the exclusive right to solicit acceptances of such plan, through and including March 27, 2017. The Debtors tell the Court that they have made significant progress in the case: they have completed store closing sales, closed all of their retail locations and sold substantially all of their assets, as well as resolving a significant number of disputes. The requested exclusivity extension will ensure that the process moves forward in an orderly fashion, the Debtors state. The Debtors also relate that they have drafted and are in the process of finalizing a joint combined disclosure statement and plan of liquidation with the Committee, which the Debtors intend to file in the very near future. The Debtors are working diligently to seek confirmation of a liquidating plan, to distribute the value obtained from the various sales and other assets to their various creditor constituencies, and to conclude these chapter 11 cases as quickly as possible. The Debtors contend that the extension will permit them to prepare and solicit support for what the Debtors anticipate to be a consensual chapter 11 plan in the near future. A hearing on the Debtor's motion will be held on December 20, 2016, at 2:00 p.m. and any objections to the Debtor's request are due on December 13. About Draw Another Circle, LLC Draw Another Circle, LLC, and four of its subsidiaries, namely, Hastings Entertainment, Inc., MovieStop, LLC, SP Images, Inc., and Hastings Internet, Inc. filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-11452) on June 13, 2016. The petitions were signed by Joel Weinshanker, manager. The Debtors estimated assets at $0 to $50,000 and debts at $50 million to $100 million at the time of the filing. As of the bankruptcy filing, Hastings operated 123 entertainment superstores, averaging approximately 24,000 square feet, principally in medium-sized markets located in 19 states, primarily in the Northwestern, Midwestern, and Southeastern United States, and had over 3,500 employees. As of the Petition Date, Atlanta-based MovieStop operated 39 destination locations in 10 states, primarily along the Eastern United States Coast. Headquartered in Franklin, Massachusetts, SP Images, Inc., is a distributor of sports and entertainment products and apparel. Hastings, MovieStop and SPI are each wholly-owned subsidiaries of DAC. The Debtors are represented by Christopher M. Samis, Esq., L. Katherine Good, Esq., and Chantelle D. McClamb, Esq., at Whiteford, Taylor & Preston LLC and Cathy Hershcopf, Esq., Michael Klein, Esq., and Robert Winning, Esq., at Cooley LLP. The Debtors tapped FTI Consulting as financial advisor, Rust Consulting/Omni Bankruptcy as claims and noticing agent, and RCS Real Estate Advisors as lease disposition consultant. Andrew Vara, acting U.S. Trustee for Region 3, on June 21 appointed seven creditors of Draw Another Circle, LLC, to serve on the official committee of unsecured creditors. The Official Committee of Unsecured Creditors retained Lowenstein Sandler LLP as counsel, FTI Consulting, Inc. as financial advisor, and BDO USA, LLP as financial advisor. EARLY CALIFORNIA: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Early California Restaurants, Incorporated 12036 Ventura Boulevard Studio City, CA 91604 Case No.: 16-13386 Chapter 11 Petition Date: November 19, 2016 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Hon. Martin R. Barash Debtor's Counsel: Douglas M Neistat, Esq. GREENBERG & BASS 16000 Ventura Blvd #1000 Encino, CA 91436 Tel: 818-382-6200 Fax: 818-986-6534 E-mail: dneistat@greenbass.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Daniel C. Avila president/CEO. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/cacb16-13386.pdf EASTERN POWER: Moody's Affirms B1 Senior Secured Term Loan Rating ----------------------------------------------------------------- Moody's Investors Service affirmed the B1 rating assigned to Eastern Power, LLC's (Eastern) senior secured term loan B due 2021 and senior secured revolving credit facility due 2019. This rating action follows Eastern's announcement that it would seek to exercise a debt accordion feature under its financing documentation and increase its term loan balance by $200 million to $1,647 million and to allow a one-time $35 million dividend from available balance sheet cash. The incremental debt, net of fees, will be used to make a dividend to Eastern's sponsor ArcLight Capital Partners, LLC (ArcLight). The rating outlook is stable. The rating affirmation considered the highly contracted capacity and revenue position that, combined with voluntary debt repayments made in 2016, provide the financial flexibility for Eastern to incur incremental term debt and pay a dividend without negatively impacting its financial profile. The scale of Eastern's generating portfolio (4,969 megawatts) and its diversification across two regional transmission organizations (RTO's) with transparent capacity and energy markets remain key rating considerations. Eastern has taken advantage of several opportunities since 2015 to contract a significant portion of the capacity from its NY-ISO Zone J assets. Moreover, the company has sold almost all of its PJM capacity through May 2020. As such, contracted capacity revenue from Eastern's portfolio is currently anticipated to exceed $900 million through May 2020. While this amount will increase over time, it provides a significant base to support Eastern's sizeable debt profile. The rating affirmation factored in other considerations including the anticipated cash flow from a heat rate call option that covers approximately 30% of output from Eastern's New Covert asset for three years, the considerable equity investment from its sponsor that remains even after the dividend, and the portfolio's sound operating performance. New Covert is an important asset as it is the only combined-cycle generating facility within the portfolio and generates a significant portion of the portfolio's energy margin. Strong dispatch levels since New Covert interconnected into the PJM market in June 2016 have caused us to re-evaluate future performance at the plant and increase our expectations for dispatch from this asset to approximately 6.0 million megawatt hours annually from 4.0-4.5 million anticipated previously. The increased contracted nature of Eastern's assets combined with an upward revision in expected generating levels at New Covert result in forecasted financial performance and financial metrics that firmly positions the company at the B1 rating category. Specifically, under Moody's revised base case forecast, which includes the incremental debt, Eastern achieves key financial metrics including cash from operations (less maintenance capital expenditures) to debt and debt service coverage ratio in the range of 6-10% and 1.7-2.6 times, respectively. Eastern's historical key financial metrics have been at the lower end of these ranges. Notwithstanding these favorable considerations, the increased debt load elevates Eastern's refinancing risk. Under our revised base case, the amount of debt outstanding and potentially needing to be refinanced at debt maturity in 2021 is approximately $1.0 billion. Eastern's ability to refinance this amount will largely be determined by market determined capacity and electric pricing parameters at that time. The B1 rating continues to recognize certain structural weaknesses of the financing terms relating to New Covert's senior secured first lien term loan due 2019 ($50 million outstanding as of September 30, 2016). As long as the term loan is outstanding, lenders to Eastern are granted a second lien on the asset; a first lien will be granted upon repayment of the credit facility. Rating Outlook The stable outlook reflects our assumption that the NYISO-Zone J and PJM capacity markets will continue to provide relatively consistent incremental cash flow and that Eastern's generating facilities will be operated and maintained in a manner that ensures availability and dependable responsiveness. Factors that Could Lead to an Upgrade In the short-run, limited prospects exist for a rating upgrade. Over the longer term, positive trends that could lead to an upgrade include substantial debt reduction or significant contracted cash flows that sustain 'Ba' category financial metrics under Moody's methodology. Factors that Could Lead to a Downgrade The rating could be downgraded if Eastern's assets incur operating problems. Moreover, a meaningful decline in capacity prices that results in the debt service coverage ratio falling below 1.5x and the ratio of cash from operations (less maintenance capital expenditures) to debt declining to below 5% on a sustained basis could put downward pressure on Eastern's rating. The principal methodology used in these ratings was Power Generation Projects published in December 2012. ECORE INVESTMENTS: Taps Demetrius J. Parrish as Legal Counsel ------------------------------------------------------------- Ecore Investments, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire the Law Office of Demetrius J. Parrish, Jr. to give legal advice regarding its duties under the Bankruptcy Code, assist in the preparation of a bankruptcy plan, and provide other services. The firm will receive a flat rate of $2,500 for its services, according to court filings. The firm can be reached through: Demetrius J. Parrish, Jr., Esq. Law Office of Demetrius J. Parrish, Jr. 7715 Crittenden St., Suite 360 Philadelphia, PA 19118 Phone: (215) 735-3377 Email: Demetrius@djpesq.com About Ecore Investments Ecore Investments, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E. D. Pa. Case No. 16-18202) on November 28, 2016. The case is assigned to Judge Ashely M. Chan. ECORE INVESTMENTS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Ecore Investments, LLC 4925 Cedar Avenue Philadelphia, PA 19143-2076 Case No.: 16-18202 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: November 28, 2016 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Ashely M. Chan Debtor's Counsel: Demetrius J. Parrish, Esq. THE LAW OFFICES OF DEMETRIUS J. PARRISH, JR. 7715 Crittenden Street, #360 Philadelphia, PA 19118 Tel: (215) 735-3377 E-mail: djp711@aol.com djpesq@gmail.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jerry Freeman, member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/paeb16-18202.pdf ERICKSON INC: Obtains Final Court Approval of DIP Financing ----------------------------------------------------------- Erickson Incorporated, a global provider of aviation services, disclosed that on Dec. 1, 2016, less than thirty days after granting Erickson's request to borrow $49 million under a debtor-in-possession term loan facility (the "DIP Term Facility") on an interim basis, the United States Bankruptcy Court for the Northern District of Texas granted Erickson's request on a final basis. Final approval of Erickson's proposed financing results in Erickson having access to the full $60 million to provide sufficient liquidity to fund ongoing operations in the ordinary course of business and to maintain Erickson's longstanding commitment to safety, compliance, and customer service. "We are pleased with the additional investment from our lenders and the confidence they have displayed in Erickson by meeting our financing needs," said President and CEO Jeff Roberts. "We will continue to work toward a final restructuring plan with the continued support of our customers and suppliers." About Erickson Founded in 1971, Erickson Incorporated -- http://www.ericksoninc.com/-- is a vertically-integrated manufacturer and operator of the powerful heavy-lift Erickson S-64 Aircrane helicopter, and is a leading global provider of aviation services. Erickson currently possesses a diverse fleet of 69 rotary-wing and fixed-wing aircraft that support a variety of government and civil customers worldwide. The Company, which employs 711 individuals, has a broad range of aerial services consisting of three primary business segments: (i) global defense and security, (ii) civil aviation services, and (iii) manufacturing and maintenance, repair, and overhaul. Jeff Roberts was appointed as president and chief executive officer in April 2015. Erickson Incorporated, based in Portland, OR, and its affiliates filed a Chapter 11 petition (Bankr. N.D. Tex.; Erickson Incorporated, Case No. 16-34393; Evergreen Helicopters International, Inc., Case No. 16-34392; EAC Acquisition Corporation, Case No. 16-34394; Erickson Helicopters, Inc., Case No. 16-34395; Erickson Transport, Inc., Case No. 16-34396; Evergreen Equity, Inc., Case No. 16-34397; Evergreen Unmanned Systems, Inc., Case No. 16-34398) on November 8, 2016. The Hon. Barbara J. Houser presides over the case. In its petition, the Debtor estimated $942.8 million in assets and $881.5 million in liabilities. The petition was signed by David Lancelot, chief financial. The Debtors have hired Haynes and Boone, LLP as counsel; Imperial Capital LLC, as investment banker; Alvarez & Marsal as financial and restructuring advisor; and Kurtzman Carson Consultants as claims and noticing agent. ESSEX CONSTRUCTION: Hires Bowers as Marketing Director ------------------------------------------------------ Essex Construction, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Maryland to employ Mr. Curtis Bowers as the Debtor's marketing director. Mr. Bowers is responsible for locating potential business opportunities for the Debtor in Virginia and Washington, DC. The Debtor is seeking to expand its construction management opportunities. In conjunction with his work for the Debtor, Mr. Bowers periodically meets with Mr. Wrightson, the Debtor's Executive Vice President, and other members of the Debtor's operations to discuss and develop potential opportunities for the Debtor. The Debtor will pay Mr. Bowers at $38.40 per hour as a 1099 employee Prepetition, Mr. Bowers were owed $2,525.38 representing approximately 65.8 hours for the period October 16, 2016 to October 31, 2016. As of Nov. 11, 2016, Mr. Bowers is owed $2,525.38, representing wages due for the week ending Nov. 4. Pursuant to the Debtor's Motion for Interim and Final Use of Cash Collateral, and the Motion to Pay Pre-Petition Wages, the Debtor sought the payment of Mr. Bowers' past due wages. Curtis Bowers assured the Court that he has no connection to any creditor of the Debtor, any other party in interest, their respective attorneys and accountants, the United States Trustee, or any person employed in the Office of the United States Trustee. Bowers can be reached at: Curtis Bowers Marketing Director Essex Construction, LLC 9640 Pennsylvania Avenue Upper Marlboro, MD 20772 Telephone: (240) 492-2001 About Essex Construction Essex Construction, LLC filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-24661), on November 4, 2016. The case is assigned to Judge Thomas J. Catliota. The Debtor's counsel is Kim Y. Johnson, at the Law Offices of Kim Y. Johnson. At the time of filing, the Debtor estimated assets at $0 to $50,000 and liabilities at $1 million to $10 million. The petition was signed by Roger R. Blunt, president and chief executive officer. FANNIE MAE: Elects George Haywood as Director --------------------------------------------- George W. Haywood was elected to the Board of Directors of Fannie Mae (formally, the Federal National Mortgage Association) and was appointed to the Compensation Committee and the Strategic Initiatives and Technology Committee of the Board. Mr. Haywood, age 64, has been a self-employed private investor since 1998. Prior to being self-employed, from 1994 to 1998, Mr. Haywood was the director of corporate and High Yield Bond Investments for Moore Capital Management, a hedge fund management firm. Prior to joining Moore Capital Management, from 1982 to 1994, Mr. Haywood worked at Lehman Brothers, initially as a corporate bond trader, then as a managing director, head of corporate bond trading, and then as managing director and proprietary trader. Mr. Haywood has significant experience as a financial entrepreneur. Mr. Haywood is currently a member of the Board of Directors of Denny's Corporation, where he serves as a member of the Audit and Finance Committee. Mr. Haywood was previously a member of the Board of Directors of XM Satellite Radio Holdings Inc. from 2004 to 2006, where he served as a member of the Finance Committee. Fannie Mae is entering into an indemnification agreement with Mr. Haywood. Based on its review of the relevant facts and circumstances, Fannie Mae's Board determined that Mr. Haywood will serve as an independent director. About Fannie Mae Federal National Mortgage Association, aka Fannie Mae, (In conservatorship) is a government-sponsored enterprise that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. The U.S. Department of the Treasury owns Fannie Mae's senior preferred stock and a warrant to purchase 79.9 percent of its common stock, and Treasury has made a commitment under a senior preferred stock purchase agreement to provide Fannie with funds under specified conditions to maintain a positive net worth. As of Sept. 30, 2016, Fannie Mae had $3.25 trillion in total assets, $3.25 trillion in total liabilities and $4.17 billion in total equity. For the nine months ended Sept. 30, 2016, the Company reported net income of $7.27 billion on $79.88 billion of total interest income compared to net income of $8.48 billion on $82.07 billion of total interest income for the nine months ended Sept. 30, 2015. About Freddie Mac Based in McLean, Virginia, the Federal Home Loan Mortgage Corporation, known as Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. Over the years, Freddie Mac has made home possible for one in six homebuyers and more than five million renters. Freddie Mac is under conservatorship and is dependent upon the continued support of Treasury and the Federal Housing Finance Agency acting as conservator to continue operating its business. FM KELLEY: Court Extends Exclusive Plan Filing Period to Jan. 7 --------------------------------------------------------------- Judge Robert E. Grossman of the U.S. Bankruptcy Court for the Eastern District of New York extended FM Kelly Construction Group, Inc.'s exclusive period to file a Plan of Reorganization from November 8, 2016 to January 7, 2017. The Debtor previously sought an extension of its exclusive period, telling the Court that it was still working on various issues relating to the reorganization that will further progress beyond the current 180-day small business case deadline to file a plan of reorganization. The Debtor further told the Court that it would require time to analyze the claims filed against it, including, but not limited to the large claim filed by Forty Seventh Fifth Company LLC. The Debtor added that it was in the process of negotiating lease terms for a new lease for office space. The Debtor contended that it was seeking an extension of the 180-day deadline to comport with the realities of the Debtor's reorganization. About FM Kelly Construction Group, Inc. FM Kelly Construction Group, Inc., a New York based company filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 16-72143) on May 12, 2016. The petition was signed by Joseph Barbera, chief financial officer. Judge Robert E. Grossman presides over the case. The Debtor estimated assets of $50,000 to $100,000 and estimated liabilities of $1 million to $10 million. FOREST ENERGIES: Seeks to Hire Crockett as Legal Counsel -------------------------------------------------------- Forest Energies, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Alabama to hire legal counsel. The Debtor proposes to hire C. Taylor Crockett, P.C. to give legal advice regarding its duties under the Bankruptcy Code and provide other legal services related to its Chapter 11 case. The firm will be paid an hourly rate of $375 and will receive reimbursement for work-related expenses. Crockett does not hold or represent any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: C. Taylor Crockett, Esq. C. Taylor Crockett, P.C. 2067 Columbiana Road Birmingham, AL 35216 Tel: 205-978-3550 Fax: 205-978-3556 Email: taylor@taylorcrockett.com About Forest Energies Forest Energies, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Ala. Case No. 16-04794) on November 18, 2016. The petition was signed by Lenn W. Morris, managing member. The case is assigned to Judge Tamara O. Mitchell. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. FRESH & EASY: Wins Preliminary Approval of $50K Class Suit Accord ----------------------------------------------------------------- The Delaware Bankruptcy Court granted preliminary approval of the settlement agreement of the class action captioned as, Darlene Lewis, on behalf of herself and all other similarly situated, Plaintiff, vs. Fresh & Easy, LLC, and Does 1 through 25, inclusive, Defendants, Adv. Proc. No. 16-50030 (Bankr. D. Del.). The Court certified, for settlement purposes, a class of all former employees of Fresh & Easy who worked at the Company's Nevada or Arizona locations and who filed proofs of claim seeking accrued and unused paid-time-off that was not paid to them upon their separation of employment. The Settlement Agreement would result in the satisfaction of disputed, contingent, unliquidated proofs of claim in exchange for these terms: (1) a priority claim in the amount of 33.3% of their calculated value; (2) attorneys' fees in the amount of 50% of the total sum paid to Class Members; (3) costs in the amount of $3,500; and (4) an unsecured claim in the amount of $10,000 to Class Representative Darlene Lewis. The total amount of the settlement is approximately $50,000. The Settlement Agreement contemplates distributions to Class Members within 30 days of the Settlement Effective Date. Ms. Lewis is appointed class representative. Thierman Buck LLP and the Law Office of Edward J. Komowski LLC are appointed class counsel. Epiq Bankruptcy Solutions serve as claims administrator. A settlement fairness hearing is set for March 29, 2017. Attorneys for Darlene Lewis on behalf of herself and all other similarly situated persons: Edward J. Kosmowski, Esq. The Law Office of Edward J. Kosmowski, LLC 2 Mill Road, Suite 202 Wilmington, DE 19806 Telephone: (302) 351-9010 Facsimile: (302) 635-1805 E-mail: Ed@KosmowskiLaw.com - and - Mark R. Thierman, Esq. Joshua D. Buck, Esq. Leah L. Jones, Esq. THIERMAN BUCK LLP 7287 Lakeside Drive Reno, NV 89511 Tel: (775) 284-1500 Fax: (775) 703-5027 Martin O'Sullivan, writing for Bankruptcy Law360, reported that Delaware Bankruptcy Judge Brendan L. Shannon gave initial approval to the settlement, weeks after labeling a class action waiver in the company's arbitration agreement illegal. In an issue of first impression in the Third Circuit, Judge Shannon in October ruled that Fresh & Easy's class action waiver in an employee arbitration agreement violates the National Labor Relations Act. About Fresh & Easy, LLC Fresh & Easy, LLC, a chain of grocery stores in the Southwest United States, filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 15-12220) on Oct. 30, 2015. The petition was signed by Peter McPhee, the CFO. The Debtor estimated assets of $10 million to $50 million and liabilities of at least $100 million. Judge Christopher S. Sontchi is assigned to the case. The Debtor has engaged Cole Schotz P.C. as counsel, Epiq Bankruptcy Solutions, LLC, as claims and noticing agent, DJM Realty Services, LLC, and CBRE Group, Inc., as real estate consultants and FTI Consulting, Inc., as restructuring advisors. The Official Committee of Unsecured Creditors hired Fox Rothschild LLP and ASK LLP as counsel. * * * The Debtor has undertaken the process of liquidating the estate's assets located at its retail locations and distribution center with the assistance of Hilco Merchant Resources, LLC, and Industrial Assets Corp., respectively, has engaged DJM Realty Services, LLC, and CBRE, Inc., to market its leasehold interests, and has recently engaged Hilco Streambank to assist with the disposition of its intellectual property. As part of the claims process, a bar date of Feb. 19, 2016, was established by the Court for creditor claims. GARDEN OF EDEN: Wants Plan Exclusivity Extended Until March 27 -------------------------------------------------------------- Garden of Eden Enterprises, Inc. and its affiliated Debtors ask the U.S. Bankruptcy Court for the Southern District of New York to extend the periods during which the Debtors have the exclusive right to file a plan of reorganization and solicit acceptances to such plan, to and including March 27, 2017 and May 26, 2017, respectively. The Debtors relate that at the Petition Date, their accounting books and records were required to be current and updated. The Debtors further relate that they have limited accounting staff to prepare Schedules and Statements of Financial Affairs for each Debtor, as well as monthly Operating Reports. The Debtors contend that during the first few months of these bankruptcy cases, they have been focusing their attention on working with their vendors to ensure that they have sufficient inventory in their stores, increasing sales and reducing expenses while transitioning into Chapter 11 and complying with its obligations as debtors-in-possession. Now that the holiday season is approaching, which is customarily their busiest season, the Debtor also relate that their attention is now focused on ensuring that they are providing the best quality goods and services for their customers and maximizing sales. The Debtor further relate that it is imperative for them to get through the holiday season so that they will have the benefit of the sales figures for this time period. At this time, the Debtors assert that they are not in a position to present a plan and disclosure statement, as they will still be evaluating their businesses and formulate and negotiate a plan of reorganization with its secured creditors and the Committee through the holiday season. A hearing on the Debtors' motion will be held on December 15, 2016 at 10:00 a.m., and any objections thereto are due on December 8, 2016. About Garden of Eden Enterprises Garden of Eden Enterprises, Inc., Broadway Specialty Food, Inc., Coskun Brothers Specialty, and Garden of Eden Gourmet Inc. filed chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 16-12488, 16-12490, 16-12491, 16-12492, respectively) on Aug. 29, 2016. The petitions were signed by Mustafa Coskun, president. The cases are assigned to Judge James L. Garrity Jr. Doing business as Garden of Eden, the Debtors operate three upscale full-service specialty-food retail stores at leased premises in New York. Debtor Garden of Eden Enterprises is the parent operating company of the Debtors, and maintains its place of business at 720 Anderson Avenue, Cliffside Park, New Jersey 07010. Clifford A. Katz, Esq., and Scott K. Levine, Esq., of Platzer, Swergold, Levine, Goldberg, Katz & Jaslow, LLP, serve as counsel to the Debtors. At the time of filing, the Debtors disclosed $8.05 million in assets and $8.29 million in liabilities. A list of the Debtors' 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/nysb16-12488.pdf U.S. Trustee William K. Harrington on Sept. 15, 2016, appointed three creditors to serve on the official committee of unsecured creditors of Garden of Eden Enterprises, Inc., et al. The Official Committee has retained Sullivan & Worcester LLP as counsel to the Committee, effective October 6, 2016. GARNER GROVES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Garner Groves And Cattle Co., Inc. PO Box 451 Arcadia, FL 34266 Case No.: 16-10128 Chapter 11 Petition Date: November 29, 2016 Court: United States Bankruptcy Court Middle District of Florida (Ft. Myers) Judge: Hon. Caryl E. Delano Debtor's Counsel: Frank Ribel, Jr., Esq. FRANK RIBEL, JR. ATTORNEY AT LAW 25 East Oak Street Arcadia, FL 34266 Tel: 863-494-7139 Fax: 863-494-3204 E-mail: frankribeljrlawyer@embarqmail.com Total Assets: $3.96 million Total Liabilities: $1.29 million The petition was signed by Cheryl G. Stewart, authorized representative. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/flmb16-10128.pdf GENE CHARLES: Case Summary & 10 Unsecured Creditors --------------------------------------------------- Debtor: Gene Charles Valentine Trust dba Gene Charles Valentine Living Trust PO Box 31 Wellsburg, WV 26070 Case No.: 16-01196 Type of Debtor: Business Trust Chapter 11 Petition Date: November 28, 2016 Court: United States Bankruptcy Court Northern District of West Virginia (Wheeling) Judge: Hon. Patrick M. Flatley Debtor's Counsel: Salene Rae Mazur Kraemer, Esq. MAZUR KRAEMER BUSINESS LAW 603 Washington Road, Suite 500 Pittsburgh, PA 15228 Tel: 412-342-5491 Fax: 888-718-6752 E-mail: salene@mazurkraemer.com Estimated Assets: $50 million to $100 million Estimated Debts: $10 million to $50 million The petition was signed by Gene Charles Valentine, trustee. Debtor's List of 10 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bethany College Loan $0 Chesapeake Appalachia Plan Payments $112,000 First National Bank Loan Unknown Gene Charles Valentine Loan $14,368,217 P.O. Box 31 Bethany, WV 26032 Gulf Coast Bank and Trust 12 tracts of WV Unknown property, Peace Point Equestrian Center, GCV Trust's inventory, chattel paper, accounts investment property, equipment Main Street Bank Bar IAGO $92,000 2478 Ogleby Drive Wheeling, WV 26003 Mark Bergeron Parcel $1,758 National Loan Investors LP Unknown United States Treasury Federal Income Taxes Unknown WV State Tax Department Tax $0 GLOBALLOGIC HOLDINGS: S&P Assigns 'B' Rating on $300MM Loan ----------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to Santa Clara, Calif.-based GlobalLogic Holdings Inc.'s $300 million first-lien term loan and $50 million revolving credit facility. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%, lower half of the range) recovery for first-lien debt holders in the event of default. The 'B' corporate credit rating on GlobalLogic is unchanged after the refinancing of its existing $160 million first-lien term loan and repayment of a portion of the senior unsecured payment-in-kind shareholder notes, as the total debt outstanding will remain constant. The company has also increased its borrowing limit under the new revolving credit facility, which is now $50 million instead of $25 million. RECOVERY ANALYSIS Key analytical factors -- S&P's simulated default scenario assumes a default occurring in 2019 due to heightened competition from new entrants into the outsourced product development segment and the loss of contracts as technology firms redirect their research and development budgets toward projects outside the company's scope. -- S&P has valued the company as a going concern using a 5.5x multiple and its estimated emergence EBITDA to estimate recovery. Simulated default assumptions -- Simulated year of default: 2019 -- EBITDA at emergence: $34 million -- EBITDA multiple: 5.5x -- LIBOR at default: 3% Simplified waterfall -- Net enterprise value (after 3% administrative costs): $179 million -- Valuation split in % (obligors/non-obligors): 20/80 -- Collateral value available to first-lien debt claims (collateral/non-collateral): $127 million/$48 million -- Secured first-lien debt claims: $348 million -- Recovery expectations: 50% to 70% (lower half of the range) RATINGS LIST GlobalLogic Holdings Inc. Corporate Credit Rating B/Stable/-- New Ratings GlobalLogic Holdings Inc. Senior Secured US$300 mil 1st lien term bank ln due B 2023 Recovery Rating 3L US$50 mil revolv bank ln due 2021 B Recovery Rating 3L GRAND & PULASKI: Unsecureds To Recoup 20% Under Plan ---------------------------------------------------- Grand & Pulaski Citgo, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Illinois a disclosure statement referring to the Debtor's plan of reorganization. Class 5 comprises holders of general unsecured claims other than the Villalva/Nolan claim and any unsecured deficiency claim of Bartholomew. Holders of Class 5 Allowed Claims will be paid 20% of the amount of the claimant's allowed claim with payments to be made by the Debtor within 90 days following the Effective Date. Class 5 consists of 13 prepetition unsecured creditors of the Debtor holding allowed claims in the aggregate amount of $16,479.95, which unsecured creditors will receive a total pro rata dividend on account of their unsecured claims in the amount of $3,295.99, constituting 20% of the Class 5 Claims. Payments to this class of general unsecured claimants will be made by the Debtor from revenue derived from the operation of the G&P Service Station. In addition, Schedule E/F: Creditors Having Unsecured Claims filed by the Debtor in this case lists an additional 25 individuals or entities which have or may have asserted claims against the Debtor, which claims are designated as unliquidated or disputed and which creditors have failed to timely file their proofs of claim. These individuals or entities will receive no dividend or distribution on account of any claims which they may assert against the Debtor. Class 5 Claims are impaired under the Plan. It is anticipated that Scali will sell the Two Flat, reducing the secured debt owed by the Debtor and Scali to the secured lender, Michael Bartholomew. The Debtor and Scali have proposed that Bartholomew receive $140,000 from the sale of the Two Flat and that the remaining proceeds, less costs of sale, be used to fund the payment of administrative expenses in the Debtor's and Scali's Chapter 11 cases. Pending the sale of the Two Flat, the Debtor will continue to collect the rents and manage the Two Flat. Distribution under the Plan will be made from the Debtor's revenue derived from the Debtor's operation of the G&P Service Station, the proceeds of the Stella Nanos Loan and, pursuant to agreement with Bartholomew, a portion of the net proceeds derived from the sale of the Two Flat in an amount estimated to be in the range of $50,000 to $60,000. The Disclosure Statement is available at: http://bankrupt.com/misc/ilnb16-05081-60.pdf The Plan was filed by the Debtor's counsel: Joel H. Shapiro, Esq. KAMENEAR KADISON SHAPIRO & CRAIG 20 North Clark Street Suite 2200 Chicago, IL 60602 Tel: (312) 332-0490 E-mail: jshapiro@kksclaw.com About Grand & Pulaski Citgo Grand & Pulaski Citgo, Inc., is an Illinois corporation. It operates the G&P Service Station, which occupies commercial property owned by John M. Scali, Sr., through a land trust of which he is the sole beneficiary, located at 3949-51, 3953-55 and 3965 West rand Avenue aka 3959 W. Grand Avenue, Chicago. The trust also hold legal title to the residential rental property located at 1331 N. Pulaski Road, Chicago. The trust also hold legal title to the residential property located at 1331 N. Plaski Road, Cicago. The Two Flat is adjacent to the G&P Service station and is fully entered. The Two Flat generates rental income of $1,905 per month. The Debtor filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 16-05081) on Feb. 17, 2016. The petition was signed by John M. Scali, Sr., president. The case is assigned to Judge Deborah L. Thorne. The Debtor estimated assets at $100,000 to $500,000 and debt at $1 million to $10 million at the time of the filing. The Debtor is represented by Joel H. Shapiro, Esq., at Kamenear Kadison Shapiro & Craig. GULFMARK OFFSHORE: Raging Capital Owns 18.9% of Class A Shares -------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Raging Capital Management, LLC disclosed that as of Nov. 23, 2016, it beneficially owns 5,113,155 shares of Class A common stock, $0.01 par value, of GulfMark Offshore, Inc., representing 18.9 percent of the shares outstanding. William C. Martin, chairman, chief investment officer and managing member of Raging Capital, also reported beneficial ownership of 5,133,155 Class A shares. A full-text copy of the regulatory filing is available for free at https://is.gd/ysH7WX About Gulfmark GulfMark Offshore, Inc., a Delaware corporation, was incorporated in 1996. The Company provides offshore marine support and transportation services primarily to companies involved in the offshore exploration and production of oil and natural gas. The Company's vessels transport materials, supplies and personnel to offshore facilities, and also move and position drilling and production facilities. The majority of our operations are conducted in the North Sea, offshore Southeast Asia and offshore the Americas. The Company currently operates a fleet of 73 owned or managed offshore supply vessels, or OSVs, in the following regions: 30 vessels in the North Sea, 13 vessels offshore Southeast Asia, and 30 vessels offshore the Americas. The Company's fleet is one of the world's youngest, largest and most geographically balanced, high specification OSV fleets. The Company's owned vessels have an average age of approximately nine years. Gulfmark reported a net loss of $215 million in 2015 following net income of $62.4 million in 2014. As of Sept. 30, 2016, GulfMark had $1.10 billion in total assets, $583.9 million in total liabilities and $518.3 million in total stockholders' equity. * * * As reported by the TCR on March 15, 2016, Standard & Poor's Ratings Services lowered its corporate credit rating on Houston-based, marine transportation services company GulfMark Offshore Inc. to 'CCC' from 'B-'. The TCR also reported on Feb. 26, 2016, that Moody's Investors Service downgraded GulfMark Offshore Inc.'s (GulfMark) Corporate Family Rating (CFR) to Caa3 from B3, Probability of Default Rating (PDR) to Caa3-PD from B3-PD, and senior unsecured notes to Ca from Caa1. GULFMARK OFFSHORE: Releases November 2016 Investor Presentation --------------------------------------------------------------- GulfMark Offshore, Inc. posted an investor presentation in the Investors section of its website at www.gulfmark.com. A copy of the presentation is available for free at https://is.gd/7S5NI3 About Gulfmark GulfMark Offshore, Inc., a Delaware corporation, was incorporated in 1996. The Company provides offshore marine support and transportation services primarily to companies involved in the offshore exploration and production of oil and natural gas. The Company's vessels transport materials, supplies and personnel to offshore facilities, and also move and position drilling and production facilities. The majority of our operations are conducted in the North Sea, offshore Southeast Asia and offshore the Americas. The Company currently operates a fleet of 73 owned or managed offshore supply vessels, or OSVs, in the following regions: 30 vessels in the North Sea, 13 vessels offshore Southeast Asia, and 30 vessels offshore the Americas. The Company's fleet is one of the world's youngest, largest and most geographically balanced, high specification OSV fleets. The Company's owned vessels have an average age of approximately nine years. Gulfmark reported a net loss of $215 million in 2015 following net income of $62.4 million in 2014. As of Sept. 30, 2016, GulfMark had $1.10 billion in total assets, $583.9 million in total liabilities and $518.3 million in total stockholders' equity. * * * As reported by the TCR on March 15, 2016, Standard & Poor's Ratings Services lowered its corporate credit rating on Houston-based, marine transportation services company GulfMark Offshore Inc. to 'CCC' from 'B-'. The TCR also reported on Feb. 26, 2016, that Moody's Investors Service downgraded GulfMark Offshore Inc.'s (GulfMark) Corporate Family Rating (CFR) to Caa3 from B3, Probability of Default Rating (PDR) to Caa3-PD from B3-PD, and senior unsecured notes to Ca from Caa1. H & S AUTO: Seeks to Hire Center City as Legal Counsel ------------------------------------------------------ H & S Auto Outlet, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire legal counsel. The Debtor proposes to hire Center City Law Offices, LLC to give legal advice regarding its duties under the Bankruptcy Code and provide other legal services related to its Chapter 11 case. The firm will be paid an hourly rate of $250 for its services. Maggie Soboleski, Esq., at Center City 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: Maggie S. Soboleski, Esq. Center City Law Offices, LLC 2705 Bainbridge Street Philadelphia, PA 19146 Phone: (215)620-2132 Email: msoboles@yahoo.com About H & S Auto Outlet H & S Auto Outlet, Inc. sought protection under Chapter 11 of the Bankruptcy Code (E.D. Pa. Case No. 16-17984) on November 15, 2016. The petition was signed by Upinder Sawhney. The case is assigned to Judge Jean K. Fitzsimon. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. HAMPSHIRE GROUP: Dec. 7 Meeting Set to Form Creditors' Panel ------------------------------------------------------------ Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on Dec. 7, 2016, at 10:00 a.m. in the bankruptcy case of Hampshire Group Limited. The meeting will be held at: The Doubletree Hotel 700 King Street Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Hampshire Group New York-based Hampshire Group, Limited (OTC Markets: HAMP) is a provider of fashion apparel across a broad range of product categories, channels of distribution and price points. As a holding company, the Company operates through its wholly-owned subsidiaries, Hampshire Brands, Inc. and Hampshire International, LLC. Hampshire Group, Limited and two affiliates -- Hampshire Brands and Hampshire International -- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-12634 to 16-12636) on Nov. 23, 2016, to facilitate the orderly wind-down of their business operations. Hampshire Group listed $25.9 million in assets and $41.8 million in liabilities. Brands listed under $50 million in both assets and debts. International listed under $50,000 in assets and under $50 million in liabilities. The petitions were signed by Paul Buxbaum, president and chief executive officer. Michael David Debaecke, Esq., at Blank Rome LLP, serves as counsel to the Debtors. The Company's senior secured creditor, Salus Capital Partners LLC, has agreed to allow the Company to utilize cash collateral to finance wind-down efforts. HISTORIC TIMBER: Wants Plan Filing Period Extended to March 31 -------------------------------------------------------------- Historic Timber & Plank, Inc. asks the U.S. Bankruptcy Court for the Southern District of Illinois to extend its exclusive period for filing a plan of reorganization from December 27, 2016 to March 31, 2017. The Debtor relates that since the Petition Date, it has obtained post-petition financing to provide working capital for its business operations and has increased its gross revenues due to the expansion of international sales. The Debtor further relates that these increased operations have generated interest from third parties for potential investment in the Debtor, or, alternatively, for the potential sale of the business operation and assets. The Debtor tells the Court that it is currently engaged in serious discussions with an interested party, although no formal offer for investment or purchase has been made to the Debtor as of this date. The Debtor further tells the Court that should the discussions not result in additional investment or an asset sale, the Debtor's plan of reorganization could look substantially different from a plan that contemplates the sale of assets or capital investment from a third party. The Debtor adds that it anticipates that any asset sale would be approved and closed prior to the filing of a plan, which would require approximately 90-120 days from notice to closing. The Debtor contends that additional time is needed for it to develop a plan of reorganization due to the uncertainty regarding the direction of the plan. About Historic Timber & Plank, Inc. Historic Timber & Plank, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 16-31007) on June 28, 2016. The petition was signed by Joseph Adams, president. The Debtor is represented by Mary E. Lopinot, Esq., at Mathis, Marifian & Richter, Ltd. The case is assigned to Judge William V. Altenberger. At the time of the filing, the Debtor estimated its assets at $0 to $50,000 and debts at $1 million to $10 million. IDERA PHARMACEUTICALS: Inks License Agreement with Vivelix Pharma ----------------------------------------------------------------- Idera Pharmaceuticals, Inc., and Vivelix Pharmaceuticals, Ltd., have entered into an exclusive license and collaboration agreement granting Vivelix worldwide rights to develop and market IMO-9200, an antagonist of TLR 7,8 and 9, for non-malignant gastrointestinal disorders. As part of the agreement, Idera has agreed to create and characterize potential back-up compounds for Vivelix. "We are excited to acquire an asset as innovative and potentially transformational as IMO-9200," stated Bill Forbes, president & CEO at Vivelix Pharmaceuticals Ltd. "All of us at Vivelix look forward to developing this potentially life -- changing therapy for patients suffering from gastrointestinal diseases." "The team at Vivelix has a tremendous track record in successful development and marketing of products in the gastrointestinal disease category," stated Vincent Milano, Idera's chief executive officer. "We are pleased to be able to enter into this agreement with a team that we are confident can guide IMO-9200 through the next phases of development and ultimately into the hands of physicians and patients suffering from these severe, debilitating conditions." Under the terms of the agreement, Idera will receive an upfront fee of $15 million. In additional Idera will be eligible for future IMO-9200 related development, regulatory and sales milestone payments totaling up to $140 million, and escalating royalties ranging from the mid single-digits to low double-digits of global net sales. In addition, under the terms of the agreement and if requested by and at Vivelix's expense, Idera is responsible for developing potential back up compounds to IMO-9200. As it relates to back-up compounds Idera will be eligible for related development, regulatory sales and milestone payments totaling up to $52.5 million and escalating royalties ranging from the mid single-digits to low double-digits of global net sales. Additional information is available for free at: https://is.gd/cc3vyo About IMO-9200 IMO-9200 is an orally delivered, synthetic oligonucleotide-based antagonist of toll-like receptor (TLR) 7,8 and 9. IMO-9200 had demonstrated activity in several pre-clinical studies of disorders characterized by acute and chronic inflammation in the gastrointestinal tract. Additionally, IMO-9200 was demonstrated to be safe and tolerable in a Phase 1 clinical trial in healthy subjects. About Idera Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a clinical stage biotechnology company engaged in the discovery and development of novel synthetic DNA- and RNA-based drug candidates that are designed to modulate immune responses mediated through Toll-like Receptors, or TLRs. The Company has two drug candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a TLR7, TLR8, and TLR9 antagonist, in clinical development for the treatment of autoimmune and inflammatory diseases. Idera reported a net loss of $48.6 million in 2015 following a net loss of $38.6 million in 2014. As of Sept. 30, 2016, Idera had $58.47 million in total assets, $8.60 million in total liabilities and $49.87 million in total stockholders' equity. IMPLANT SCIENCES: Equity Panel's Challenge Period Moved to Jan. 23 ------------------------------------------------------------------ Vince Sullivan, writing for Bankruptcy Law360, reported that the official committee of equity security holders in the Chapter 11 case of Implant Sciences received court approval in Delaware for another month to investigate and file challenges to prepetition secured claims. During a hearing in Wilmington, attorneys for the equity committee asked a Delaware bankruptcy judge for a 60-day extension to conduct discovery into prepetition transactions by Implant Sciences and its secured lenders. The committee asked to have the period originally set to expire Dec. 23 stretched to Feb. 23. The court extended so-called challenge period to and including Jan. 23, 2017. Jeff Montgomery, writing for Bankruptcy Law360, reported last week that Implant Sciences Inc. and its lenders slammed the equity committee's bid to deeply probe the company's financial history. They told the Delaware bankruptcy judge the committee is heading for "an unfettered fishing expedition." Attorneys for Implant Sciences, joined by its lenders, said the equity group's Chapter 11 discovery requests have taken aim at lender documents and developments dating as far back as 2008. A company bankruptcy court filing described the demands as "far-reaching, intrusive and expensive" as well as unwarranted. About IMX Acquisition IMX Acquisition Corp., also known as Ion Metrics Inc., and its affiliates, comprise a leading designer and manufacturer of systems and sensors that detect trace amounts of explosives and drugs. Their products, which include handheld and desktop detection devices, are used in a variety of security, safety, and defense industries, including aviation, transportation, and customs and border protection. The Debtors have sold more than 5,000 of their detection products to customers such as the United States Transportation Security Administration, the Canadian Air Transportation Security Authority, and major airports in the European Union. IMX Acquisition Corp. sought Chapter 11 protection (Bankr. D. Del. Case No. 16-12238) on Oct. 10, 2016. The case is assigned to Judge Brendan Linehan Shannon. The Debtor estimated assets and liabilities in the range of $100 million to $500 million. The Debtor tapped Paul V. Shalhoub, Esq. and Debra C. McElligott, Esq. and Jennifer J. Hardy, Esq. at Willkie Farr & Gallagher, LLP as counsel. The petition was signed by William J. McGann, president. Andrew Vara, acting U.S. trustee for Region 3, on Oct. 24, 2016, appointed Harold Coe and four others to serve on the official committee of equity security holders in the Chapter 11 cases of IMX Acquisition. Proposed co-counsel to the Official Committee of Equity Security Holders are William R. Baldiga, Esq., and Gerard T. Cicero, Esq., at Brown Rudnick LLP, in New York, and Sunni P. Beville, Esq., at Brown Rudnick LLP, in Boston, Massachusetts; and Mark Minuti, Esq., at Saul Ewing LLP, in Wilmington, Delaware. The Equity Committee tapped FTI Consulting, Inc. as financial advisor. Tannor Partners Credit Fund, LP., the New DIP Lender, is represented in the case by Andrew M. Felner, Esq., at Sheppard, Mullin, Richter & Hampton, LP. INNOVATIVE OBJECTS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Innovative Objects, LLC, as of Nov. 29, according to a court docket. About Innovative Objects Innovative Objects, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W. D. Mo. Case No. 16-30446) on Sept. 8, 2016. The petition was signed by Joe Frazier, manager. The case is assigned to Judge Cynthia A. Norton. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $10 million to $50 million. INTEGRATED BIOPHARMA: Shareholders Approve Executive Compensation ----------------------------------------------------------------- Integrated Biopharma, Inc., held its 2016 annual meeting of shareholders on Nov. 28, 2016, at which the shareholders adopted a non-binding, advisory resolution approving the compensation paid to the Company's named executive officers. The shareholders also voted in favor of ratifying the appointment of Friedman, LLP as the Company's independent auditors for the fiscal year ending June 30, 2017. A total of 21,105,174 shares of the Company's common stock, par value $0.002 per share, were entitled to vote as of the close of business on Oct. 14, 2015, the record date for the Annual Meeting. The holders of 17,466,360 shares of common stock, a majority, were present in person or represented by proxy at the Annual Meeting, at which the shareholders were asked to vote on two proposals. About Integrated BioPharma Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) -- -- http://www.healthproductscorp.us/-- is engaged primarily in manufacturing, distributing, marketing and sales of vitamins, nutritional supplements and herbal products. The Company's customers are located primarily in the United States. The Company was previously known as Integrated Health Technologies, Inc., and, prior to that, as Chem International, Inc. The Company was reincorporated in its current form in Delaware in 1995. The Company continues to do business as Chem International, Inc., with certain of its customers and certain vendors. Integrated Biopharma reported net income of $958,000 on $42.21 million of net sales for the year ended June 30, 2016, compared to net income of $735,000 on $37.48 million of net sales for the year ended June 30, 2015. As of Sept. 30, 2016, Integrated Biopharma had $14.64 million in total assets, $22.32 million in total liabilities and a total stockholders' deficiency of $7.67 million. * * * This concludes the Troubled Company Reporter's coverage of Integrated Biopharma until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. INTERNATIONAL SEAWAYS: S&P Assigns 'B' CCR, Outlook Stable ---------------------------------------------------------- S&P Global Ratings said that it has assigned its 'B' corporate credit rating to U.S.-based International Seaways Inc. The outlook is stable. At the same time, S&P affirmed its 'BB-' issue-level ratings on the company's revolver and secured term loan, both of which mature in 2019. The '1' recovery ratings remain unchanged, indicating S&P's expectation for very high recovery (90%-100%) in the event of a payment default. "Our rating on International Seaways reflects the company's exposure to the volatile and competitive international tanker market and the weakening economic conditions in this industry," said S&P Global credit analyst Michael Durand. "The rating also reflects the company's decreased business diversity and smaller size following its spin-off from OSG. These issues are somewhat offset by International Seaways' solid market position in the international tanker industry, its long-tenured management team, and the company's participation in commercial pools, which increase its vessel utilization." The stable outlook on International Seaways reflects S&P's expectation that the company will maintain a funds from operations (FFO)-to-debt ratio in the teens percent area over the long term. In addition, S&P believes that International Seaway's participation in commercial pools will somewhat mitigate the inherent volatility of the international shipping market. Although unlikely, S&P could lower its ratings on International Seaways in the next 12 months if the company's earnings decline because of cyclical pressures, causing its FFO-to-debt ratio to decline below 8% for a sustained period. S&P could raise its rating on International Seaways over the next year if the conditions in the international shipping market improve, causing the company's credit metrics to exceed S&P's expectations such that its FFO-to-debt ratio remains above 20% for a sustained period. INTERNATIONAL TECHNICAL: Chairman to Contribute $3M to Fund Plan ---------------------------------------------------------------- International Technical Coatings, Inc., will receive a $3 million contribution from its chairman to fund its proposed plan to exit Chapter 11 protection, according to the company's latest disclosure statement. ITC Chairman Johnnie Caldwell will contribute $3 million in cash on or before the effective date of the restructuring plan. The contribution will come from the refinancing or sale of certain assets owned by Mr. Caldwell. The $3 million contribution is part of a settlement agreement between Mr. Caldwell and business partner Thomas Fisher, who made capital contribution to support ITC's continued expansion. The agreement was reached following a mediation held on October to resolve their disputes. Under the latest plan, all allowed secured claims will be paid in full with interest on the effective date. The claims will be paid out of refinancing obtained by ITC. Meanwhile, ITC proposes to afford holders of allowed unsecured claims an election of treatment under the plan. Each holder of an unsecured claim may choose to elect: (i) payment of 61% of its claim on the effective date; or (ii) payment of the full amount of its claim over the course of three years. Unsecured claimants that elect full payment over time will receive interest of 2% per annum commencing on the effective date, according to the latest disclosure statement filed on November 8. A copy of the disclosure statement is available for free at https://is.gd/KJu6K0 About Int'l Technical Coatings International Technical Coatings, Inc. is a Phoenix, Arizona-based steel wire manufacturer. It has facilities located in Phoenix, Arizona and Columbus, Ohio. ITC filed a Chapter 11 bankruptcy petition (Bank. D. Ariz. Case No. 15-14709) on Nov. 18, 2015. John Caldwel, the chairman, signed the petition. Judge Madeleine C. Wanslee is assigned the case. Bank of America Bank, N.A., which is owed more than $25.7 million in outstanding matured, defaulted loan obligations, applied for the appointment of a receiver over ITC on Oct. 28, 2015. The Maricopa County Superior Court held an initial hearing on the matter on Nov. 4, 2015, and a final hearing was scheduled for Nov. 18. Unable to secure an agreement with the Bank prior to the scheduled hearing, ITC filed for Chapter 11 protection. In its petition, the Debtor estimated assets of $50 million to $100 million and liabilities of more than $10 million. The Debtor tapped Osborn Maledon, P.A., as bankruptcy counsel. Morris Anderson & Associates, Ltd. serves as the Debtor's financial advisor. The Office of the U.S. Trustee appointed seven creditors to the official committee of unsecured creditors. Stinson Leonard Street, LLP represents the committee. The Law Offices of Michael W. Carmel, Ltd. serves as its conflicts counsel. The Committee retained KRyS Global, USA, as its financial advisor. Secured creditor Bank of America is represented by Robert J. Miller, Esq., Kyle S. Hirsch, Esq., and Amanda L. Cartwright, Esq., at Bryan Cave LLP. JEVIC TRANSPORTATION: Supreme Court Moves Oral Argument to Dec. 7 ----------------------------------------------------------------- The U.S. Supreme Court moved the argument date to Wednesday, December 7, 2016, in the case captioned CASIMIR CZYZEWSKI, et al., v. Petitioners, JEVIC HOLDING CORP., et al., Respondents, No. 15-649 (U.S.). The Petitioners, in November last year, filed a petition for a writ of certiorari presenting the question: Whether a bankruptcy court may authorize the distribution of settlement proceeds in a manner that violates the statutory priority scheme. The Petitioners' question is based on their argument that Section 507 of the Bankruptcy Code grants payment priority to some unsecured claims, including claims for certain wages and employee benefits earned before the bankruptcy filing. That priority claims must be paid in full before other unsecured claims may be paid from estate assets, the Petitioners said. The debtor, Jevic, agreed to settle a cause of action belonging to the estate. Rather than distributing the settlement proceeds under a confirmed plan of reorganization, the debtor then sought a "structured dismissal" of the bankruptcy case. The dismissal order provided that the settlement proceeds would be paid to general unsecured creditors, rather than to petitioners, former employees of the debtor whose claims have priority over those of general unsecured creditors under Section 507(a)(4) and (5). The Petitioners are represented by: Jack A. Raisner, Esq. Rene S. Roupinian, Esq. Robert N. Fisher, Esq. OUTTEN & GOLDEN LLP 685 Third Ave., 25th Fl. New York, NY 10017 -- and -- Christopher D. Loizides, Esq. LOIZIDES P.A. 1225 King St., Ste. 800 Wilmington, DE 19801 -- and -- Danielle Spinelli, Esq. Craig Goldblatt, Esq. Joel Millar, Esq. JONATHAN SEYMOUR WILMER CUTLER PICKERING HALE AND DORR LLP 1875 PennsylvaniaAve.,NW Washington, DC 20006 Tel: (202) 663-6000 E-mail: danielle.spinelli@wilmerhale.com About Jevic Transportation Based in Delanco, New Jersey, Jevic Transportation Inc. -- http://www.jevic.com/-- provided trucking services. Two affiliates -- Jevic Holding Corp. and Creek Road Properties-- have no assets or operations. Jevic et al. sought Chapter 11 protection (Bankr. D. Del. Case No. 08-11008) on May 20, 2008. Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg & Ellers, in Wilmington, Del., represented the Debtors. The U.S. Trustee for Region 3 appointed five creditors to serve on an Official Committee of Unsecured Creditors. Robert J. Feinstein, Esq., Bruce Grohsgal, Esq., and Maria A. Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Del., represent the Official Committee of Unsecured Creditors. Before filing for bankruptcy, the Debtors initiated an orderly wind-down process. As a part of the wind-down process, the Debtors ceased substantially all of their business and terminated roughly 90% of their employees. The Debtors continue to manage the wind-down process in an attempt to deliver all freight in their system and to retrieve their assets. When the Debtors sought protection from their creditors, they estimated assets and debts between $50 million and $100 million. At Oct. 31, 2010, the Debtor had total assets of $425,000, total liabilities of $12.2 million, and a stockholders' deficit of $11.8 million. JOURNEY HOSPICE: Clark Hammond Seeks Appointment as Ombudsman ------------------------------------------------------------- Clark R. Hammond, Esq., of the law firm of Wallace, Jordan, Ratliff & Brandt, LLC, asks the U.S. Bankruptcy Court for the Northern District of Alabama to appoint himself as patient care ombudsman to the debtor, Journey Hospice Care of Houma, Louisiana, LLC. Pursuant to an Order dated July 13, 2016, the Court has directed Mr. Hammond to file an Application for Approval of Employment as Patient Care Ombudsman. According to Mr. Hammond, his firm, Wallace Jordan, was selected in part because of their experience in the healthcare industry and bankruptcy proceedings. As PCO, Mr. Hammond and Wallace Jordan will: a. monitor the quality of patient care provided to patients of the Debtor, to the extent necessary under the circumstances, including interviewing patients and physicians; b. report to the court after notice to the parties in interest, at a hearing or in writing, regarding the quality of patient care provided to patients of the Debtors; c. if the ombudsman determines that the quality of patient care provided to patients of the Debtors is declining significantly or is otherwise being materially compromised, file with the Court a motion or a written report, with notice to the parties-in-parties, immediately upon making such determination; and d. maintain any information obtained by the ombudsman under Sec. 333 of the Bankruptcy Code that relates to patients as confidential information. The ombudsman may not review confidential patient records unless the court approves the review in advance and imposes restrictions on such ombudsman to protect the confidentiality of such records. Mr. Hammond will be paid at the hourly rate of $375. He will also be reimbursed for reasonable out-of-pocket expenses incurred. Clark R. Hammond, member of Wallace Jordan Ratliff & Brandt, LLC, assured the Court that he 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. Wallace Jordan can be reached at: Clark R. Hammond, Esq. WALLACE JORDAN RATLIFF & BRANDT, LLC 800 Shades Creek Parkway, Suite 400 Birmingham, AL 35209 Tel: (205) 870-0331 E-mail: chammond@wallacejordan.com About Journey Hospice Care Journey Hospice Care of Houma, Louisiana, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 16-02556) on June 23, 2016. The petition was signed by April H. Rice, managing member. The case is assigned to Judge Tamara O Mitchell. At the time of the filing, the Debtor disclosed $486,081 in assets and $6.63 million in liabilities. The Debtor is operating its businesses and managing its assets as debtor-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in the Debtor's bankruptcy case. The Debtor has employed C. Taylor Crockett as its bankruptcy counsel and Gordon, Dana & Gilmore, LLC as special counsel. KDS GROUP: Seeks to Hire Liepins as Legal Counsel ------------------------------------------------- KDS Group, PLLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire Eric A. Liepins, P.C. The firm will serve as the Debtor's legal counsel in connection with its Chapter 11 case. Eric Liepins, Esq., the attorney designated to represent the Debtor, will be paid an hourly rate of $275. The hourly rate of the firm's paralegals and legal assistants ranges from $30 to 50. Mr. Liepins disclosed in a court filing that his firm does not represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Eric A. Liepins, Esq. Eric A. Liepins, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Telephone: (972) 991-5591 Telecopier: (972) 991-5788 About KDS Group KDS Group, PLLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E. D. Texas Case No. 16-42101) on November 17, 2016. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $1 million. KEY ENERGY: Cooper Management, et al, Object to Prepackaged Plan ---------------------------------------------------------------- BankruptcyData.com reported that Cooper Management and Susan Salt Water Disposal Well of Burke County, ND filed with the U.S. Bankruptcy Court separate objections to Key Energy Services' Joint Prepackaged Plan of Reorganization. Cooper Management asserts, "Since Key's filing of its bankruptcy petition, Cooper has received an estimate of the expected costs of repair the Premises as a result of key's use of the premises. Exhibit B is an estimate of $76,800 received from Victor G. Miller Construction. Cooper does not believe that any of the repairs are the product of ordinary wear and tear. To date, Cooper expects that its actual and reasonable legal fees and expenses to date exceed $7,500. Finally, on November 11, 2016, Cooper contracted to have limited Phase II environmental testing done at the Premises. Cooper has not yet received the results of the testing. Accordingly, taken together, Cooper's damages exceed $134,300, not including any unpaid utilities or taxes due under the Lease, any claims for indemnification or contribution for environmental remediation necessary as a result of Key's use of the Premises, and any additional legal fees and expenses incurred by Cooper." 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 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. 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 (Bankr. D. Del. Lead Case No. 16-12306) on Oct. 24, 2016. 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. * * * Key Energy filed for Chapter 11 pursuant to the terms of a plan support agreement among Key, Platinum Equity and certain other holders of its 6.75% Senior Notes due 2021, collectively holding more than 89% of its outstanding Senior Notes, and certain lenders holding more than 87% of the principal amount of loans outstanding under Key's Term Loan Credit Agreement dated June 1, 2015. The PSA contemplates the reorganization of the Debtors pursuant to a prepackaged plan of reorganization. Key previously commenced a solicitation for acceptance of the Plan, which was accepted by voting holders of 99.89% in principal amount and 93.88% in number of Key's Senior Notes and voting holders of 100% in principal amount and 100% in number of loans under the Term Loan, constituting the requisite number of voting holders of the Senior Notes and term loans. Platinum Equity, a Los Angeles-based global investment firm with a unique focus on operations and extensive experience helping businesses in transition, as holder of a majority of the Company's Senior Notes, will become Key's largest shareholder upon consummation of the Plan. The Plan contemplates that funded debt will be reduced from roughly $1 billion to approximately $250 million. Under the Joint Plan, Class 6 General Unsecured Claims are unimpaired and will recover 100%. KEYCORP: DBRS Confirms BB Preferred Stock Rating ------------------------------------------------ DBRS, Inc. confirmed the Issuer & Senior Debt rating of KeyCorp at BBB (high), as well as the A (low) Deposits & Senior Debt rating for Key's bank subsidiary, KeyBank, N.A. (the Bank). DBRS has also confirmed the Short-Term Instruments rating of Key at R-2 (high). The trend on all ratings at the Company and the long-term ratings at the Bank have been revised to Positive. The Bank's Short-Term Instruments rating has been confirmed with a Stable trend. The rating actions follow a detailed review of the Company's operating performance, financial fundamentals, and future prospects. Key's ratings reflect its well-established, diversified banking franchise, which includes a retail banking presence in 15 states and a corporate banking presence in 10 additional states. Key operates with competitive positions in many markets, some of which have been augmented by the recently completed (August 1, 2016) acquisition of First Niagara Financial Group, Inc. (FNFG). Positively, FNFG added scale and core deposits in existing, as well as adjacent markets and new product capabilities. In addition, FNFG is projected to provide Key with significant cost saving opportunities as well as the potential for revenue synergies. When the transaction was announced, DBRS viewed it as a good addition to the KEY franchise. The ratings are also supported by the Company's sound asset quality, ample funding and liquidity, as well as solid capitalization. The Positive trend reflects the progress the Company has made improving profitability and reviving growth. Indeed, Key has reported positive operating leverage in nine of the last eleven quarters. DBRS will look for Key to successfully integrate the FNFG acquisition and achieve sustained positive credit fundamentals, which would likely lead to a positive rating action. Results in recent quarters have benefited from revenue generation and well controlled core expenses that has resulted in positive operating leverage. Most recently, 3Q16 results reflect the acquisition of FNFG and included merger-related charges totaling $207 million. Exclusive of these charges, Key would have reported $303 million of net income, equating to a relatively solid ROA of 0.98%, as the core franchise demonstrated continued momentum, including C&I loan growth. Additionally, Key successfully completed FNFG's client and systems conversion over Columbus Day weekend. DBRS notes that Key's balance sheet is asset sensitive and expects earnings to benefit from any potential increase in short-term interest rates. Core asset quality trends remained favorable, including declining nonperforming asset levels, although energy related credits had caused an increase in nonperforming loans earlier in the year, and low net charge-offs (NCOs). DBRS views Key's energy exposure, representing just 1% of the loan book, as manageable. Meanwhile, NCOs remained a low 0.22% of average loans and leases in 3Q16. However, DBRS sees this as likely at, or near, the cyclical low, and that credit metrics will likely begin to normalize at this point in the credit cycle. Key's balance sheet remains solid. The Company's deposit franchise anchors the funding profile. As expected, capital metrics declined significantly as a result of the FNFG acquisition and the Company resumed its share repurchase program subsequent to the completion of the deal. Specifically, CET1 declined to 9.55% from 11.10% in 2Q16. Key, a diversified financial services corporation headquartered in Cleveland, reported approximately $135.8 billion in consolidated assets as of September 30, 2016. RATING DRIVERS A successful integration of the FNFG franchise and continued momentum in sustaining improving profitability metrics while maintaining a sound balance sheet could lead to a positive rating action. Conversely, a reversion to weaker profitability metrics, or an increase in credit losses that exceed normalized levels; especially should they result from an increase in Key's risk appetite, could have negative rating implications. Additionally, if the acquisition integration is executed poorly, or Key is unable to achieve the desired cost savings or revenue enhancements, the ratings would likely come under pressure. Notes: All figures are in U.S. dollars unless otherwise noted. The ratings are: Issuer/Debt Rated Rating Action Rating Trend ----------------- ------------- ------ ----- KeyCorp Issuer & Senior Debt Trend Change BBB (high) Pos Subordinated Debt Trend Change BBB Pos Preferred Stock Trend Change BB (high) Pos Short-Term Instruments Trend ChangeR-2 (high) Pos KeyBank N.A. Deposits & Senior Debt Trend Change A (low) Pos Subordinated Debt Trend Change BBB (high) Pos Short-Term Instruments Confirmed R-1 (low) Stb KeyCorp Capital I Trust Preferred Securities Trend Change BBB Pos KeyCorp Capital II Trust Preferred Securities Trend Change BBB Pos KeyCorp Capital III Trust Preferred Securities Trend Change BBB Pos KID'S FIRST: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The Office of the U.S. Trustee on Nov. 28 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Kids First Enrichment Center, LLC. Kids First Enrichment Center is represented by: Brian L Davis, Esq. Davis Law Firm, PLLC 254 Court Avenue, Suite 300 Memphis, TN 38103 Tel: 662-393-8542 Email: davislaw@davislawfirmpc.com About Kids First Enrichment Center Kids First Enrichment Center, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W. D. Tenn. Case No. 16-28149) on September 6, 2016. The petition was signed by Harry L. Smith, member. The case is assigned to Judge Hon. David S. Kennedy. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. LAST CALL GUARANTOR: Seeks March 8 Extension of Plan Filing Period ------------------------------------------------------------------ Last Call Guarantor, LLC and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to extend the period within which only the Debtors may file a plan of reorganization, through and including March 8, 2017, and the period within which only the Debtors may solicit acceptances of a plan of reorganization, through and including May 8, 2017. Last Call sold substantially all of its assets to an affiliate of Kelly Investment Group. The sale was effectuated through a Chapter 11 Section 363 process in the U.S. Bankruptcy Court for the District of Delaware. The transaction closed in October 2016. The purchaser is Fun Easts and Drinks LLC, the Debtors' postpetition lender. The Debtors intend to use the requested extension of the exclusive periods to complete the transition of their business to the Purchaser and to consult with the Committee to formulate an appropriate plan of reorganization. The Debtors further contend that the sale and discussions with the Committee will influence the Debtors' exit strategy from these Chapter 11 Cases. The Debtors relate that during the first several weeks of these Chapter 11 Cases, they have fought to maintain their use of cash collateral, and ultimately, they were able to secure the use of cash collateral, and postpetition financing. The Debtors and the Purchaser have executed a sale transaction that contemplated the transition of the Debtors' business, including leases, contracts and liquor licenses, over time on a post-closing basis. Currently, the Debtors and Purchaser continue to work together to efficiently transition the business to the Purchaser. Pursuant to the Sale Order, Final Purchase Agreement, Management Agreement and Transition Services Agreement, the Debtors continue to maintain material assets and operations for the benefit of the Purchaser pending the transfer of such assets and operations to the Purchaser. Specifically, during the Designation Rights Period, which will expire on March 8, 2017, the Purchaser may require the Debtors to either: (a) assume, (b) reject, or (c) hold in abeyance, certain Designation Rights Assets, which include, without limitation, the Debtors' executory contracts and unexpired leases. Additionally, the Debtors currently hold or have been issued Liquor Licenses that remain in effect, which authorize the respective licensees to conduct retail sales of alcoholic beverages. Subject to the transfer of those Liquor Licenses or the Purchaser acquiring equivalent Liquor Licenses, the Debtors must maintain the Liquor Licenses during the transition of ownership to the Purchaser to allow the sale of alcoholic beverages to continue uninterrupted. About Last Call Guarantor Headquartered in Dallas, Texas, and with operations in 25 states, Last Call Guarantor, LLC, et al., own and operate sports bar and casual family-dining restaurants under three well-recognized concepts, namely Fox & Hound, Bailey's Sports Grille, and Champps. They operate 48 Fox & Hound locations, nine Bailey's locations, and 23 Champps locations. They have franchise agreements with five franchisees for Champps Restaurants. The Company has more than 4,700 full and part-time employees. On Aug. 10, 2016, each of Last Call Guarantor, LLC, Last Call Holding Co. I, Inc., Last Call Operating Co. I, Inc., F&H Restaurants IP, Inc., KS Last Call Inc., Last Call Holding Co. II, Inc., Last Call Operating Co. II, Inc., Champps Restaurants IP, Inc. and MD Last Call Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case Nos. 16-11844 to 16-11852). The petitions were signed by Roy Messing, the CRO. Last Call Guarantor estimated assets in the range of $10 million to $50 million and liabilities of $100 million to $500 million. Dennis A. Meloro, Esq., Nancy A. Mitchell, Esq., Nancy A. Peterman, Esq., Matthew Hinker, Esq., and John D. Elrod, Esq., at Greenberg Traurig, LLP, represent the Debtors as counsel; Epiq Systems, Inc., as claims and noticing agent; Newmark Midwest Region, LLC, dba Newmark Grubb Knight Frank, as real estate consultant; and SSG Advisors, LLC, as investment banker to the Debtors. Judge Kevin Gross is assigned to the cases. Andrew Vara, acting U.S. trustee for Region 3, on Aug. 23, 2016, appointed seven creditors of Last Call Guarantor, LLC, et al., to serve on the official committee of unsecured creditors. The Committee hired Pachulski Stang Ziehl & Jones LLP, to serve as counsel. Protiviti Inc. serves as the committee's financial advisor. LAURA ELSHEIMER: Velocity To Be Paid Accdng. To Promissory Note --------------------------------------------------------------- Laura Elsheimer LLC filed with the U.S. Bankruptcy Court for the District of Massachusetts a first amended disclosure statement regarding the Debtor's first amended Chapter 11 plan of reorganization. Class 1 consists of Velocity Commercial Capital, LLC's claim, which is secured by a first mortgage encumbering the Debtor's properties known as 20-24 Main Street & 3 Felton Street in Hudson, Massachusetts. The Property is valued at $685,000. At the Petition Date, the claimant is owed $578,672.21. Payment of the Class 1 will be in accordance with existing promissory note from the Debtor to Velocity Commercial, modified to extend the maturity date of the loan to 30 years from the Effective Date, fix the principal loan amount to $578,672.21, to fix the interest rate to 5.5% per annum fixed (not variable) and to fix the monthly principal and interest payment under the note to $3,285.64. Velocity will continue to escrow for taxes and insurance estimated at $1,859.44 per month. Velocity has not agreed to this treatment. Class 1 is impaired. Class 2 consists of all allowed unsecured claims, as scheduled or as filed and allowed by the Court, against the Debtor of whatever kind or nature which are not included in any other class hereof, including, without limitation, unsecured dischargeable claims of $9,976. At this time, there are no known claims based on the rejection of executory contracts and unexpired leases. Holders of Class 2 claims will receive on account of the allowed amount 100% payment of their claims. Prior to the commencement of the hearing on Plan confirmation, the disbursing agent will receive from the Debtor into the creditor distribution fund an amount equal to the total amounts necessary. This money is for payments under the Plan to be made on the Effective Date. The source of payment in order to have cash on hand at the Effective Date will be from rental income accumulated by the Debtor during the pendency of this Chapter 11 case and a cash contribution by the plan proponent. The Amended Disclosure Statement related that in the approximate two years prior to filing this bankruptcy case, it was necessary for the Debtor to refinance the Property as the existing mortgage matured. This included a six month loan with a interest rate of 14% and 4 point origination fee. The current loan, initiated on June 2015, carries a 9.25% interest rate. The debt service, including origination and closing fees, caused a drain on the Debtor's cash flow thereby causing an inability to make timely monthly mortgage payments. The First Amended Disclosure Statement is available at: http://bankrupt.com/misc/mab16-40853-52.pdf As reported by the Troubled Company Reporter on Oct. 5, 2016, the Debtor filed a plan of reorganization and accompanying disclosure statement, which proposed that holders of Class 2 - Allowed Unsecured Claims would receive on account of the allowed amount 100% payment of their claims as follows: (i) $5,000 at the Effective Date and (ii) $4,976.46 plus 2% interest no later than six months from the Effective Date. About Laura Elsheimer Laura Elsheimer LLC owns the properties known as 20-24 Main Street & 3 Felton Street in Hudson, Massachusetts. The Property consist of seven residential apartments and four commercial spaces. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 16-40853) on May 16, 2016. Michael Van Dam, Esq., at Van Dam Law LLP serves as the Debtor's bankruptcy counsel. LEXMARK INT'L: S&P Lowers CCR to 'BB-' Amid Increased Leverage -------------------------------------------------------------- S&P Global Ratings said that it lowered its corporate credit and issue level ratings on Lexington, Ky.-based Lexmark International Inc. to 'BB-' from 'BBB-', and removed them from CreditWatch with developing implications where they had been placed on April 20, 2016. S&P also assigned its 'BB' issue-level rating to the company's first-lien credit facility due in 2023, and lowered the rating to 'BB' from 'BBB-' on Lexmark's existing notes due in 2020 and assigned S&P's '2' recovery rating to the facility and notes, indicating substantial recovery (lower half of the 70%-90% range) to this debt underƒ S&P's default scenario. S&P expects that the 2020 notes will be secured pari passu with the credit facility on domestic principal property collateral of Lexmark upon finalization in early 2017 of the pending collateral agreement with lenders. The negative outlook reflects execution risks related to the company's pending software business divestiture and cost-cutting program, which could result in leverage sustaining above 4.5x. S&P lowered the corporate credit rating on Lexmark to 'BB-' from 'BBB-' due to the significant increase in leverage to fund its acquisition by Apex and considering the pending divestiture of Lexmark's enterprise software business, the proceeds from which S&P expects will repay a portion of the loan facility in 2017. Excluding nonrecurring restructuring expenses of the business separation and incorporating certain cost-cutting initiatives identified as of Nov. 30, 2016, S&P expects the company's financial risk profile will remain aggressive in 2017, with leverage initially amounting to about 5x and gradually subsiding to about 4.5x through debt repayment and EBITDA growth during 2017. S&P expects identified restructuring initiatives to support margin expansion in 2017 and beyond. Lexmark's business risk profile incorporates its weak revenue growth prospects and relatively modest market position within the highly competitive enterprise printing market. S&P expects flat revenue performance and revenues of about $2.7 billion for 2017, pro forma for the enterprise software business divestiture. In spite of its modest revenue share within the overall enterprise printing market, Lexmark maintains one of the leading positions within the modestly growing A-4 page size large workgroup printing market, with an approximate 17% revenue share in 2016, compared to much larger Hewlett Packard Co.'s 25% share and faster-growing Kyocera (15%) and Ricoh (10%), according to IDC. S&P expects the company will maintain revenue share, considering its strategic focus in faster-growing emerging markets. Lexmark's position (9% revenue share in 2016) within the more rapidly growing worldwide managed print services market should also support stabilizing operating performance, despite ongoing revenue pressures from small workgroup A-4 hardware competitors. S&P expects Apex's distribution channels will be complementary to Lexmark's existing channels, particularly in Asia, where Lexmark has a more modest presence. Lexmark's revenues generated in Asia amounted to less than 20% of its total in the 12 months ended Sept. 30, 2016. S&P's base-case assumes: -- Global GDP growth of 3.1% in 2016 and 3% in 2017. -- Low–single-digit percent revenue declines in global laser printer hardware markets, offset by managed print services and emerging market sales growth. -- The company will divest its enterprise software business in 2017, which generated revenues of about $640 million and EBITDA of about $100 million for the 12 months ended Sept. 30, 2016, using proceeds to repay a portion of its loan facility. -- Low-single-digit percent decline to flat revenue performance in constant currency in 2016 and 2017, below global GDP growth because of the company's exit from inkjet markets and a continuation of sluggish laser hardware market demand, offset by mid-single-digit percent revenue growth from its managed printer services business. Gross margins of about 35% in 2017, down from about 40% in 2016, reflecting lower profitability subsequent to the company's software business divestiture, offset by margin growth from complementary Apex sales channels in emerging markets. -- Operating expenses remain steady at about $1.15 billion in 2016 and decline to about $800 million in 2017, due to lower spending related to software business divestiture in 2017 and cost-cutting initiatives identified in 2016. -- EBITDA margins of 13%-15% for 2016 and 2017, excluding restructuring charges. S&P do not expect significant additional restructuring charges beyond those identified as of Nov. 30, 2016. Based on these assumptions, S&P arrives at these credit measures: -- Leverage in the 5x area in 2016, excluding restructuring costs identified as of Nov. 30, 2016, declining to the mid- 4x area over the next several years, with software business proceeds applied to reduce a portion of the loan facility in 2017. -- EBITDA to interest expense coverage of about 4x through 2017, excluding restructuring charges identified as of Nov. 30, 2016. S&P views Lexmark's liquidity as adequate. For the next 12 months, sources of cash are likely to exceed uses, and S&P expects net sources to remain positive, even if EBITDA declines by 15%. The company also has available a $400 million delay-draw term loan facility expiring 2023, in the event its 2020 noteholders exercise their change–of-control put option on the notes at 101% of par. Principal liquidity sources: -- S&P expects cash and equivalents of approximately $120 million as of Dec. 31, 2016, essentially unchanged from Sept. 30, 2016; -- Full availability under the firm's $200 million revolving credit facility expiring in 2019; and -- Cash flow from operations absorbed by restructuring costs in 2017, restoring to about $160 million in 2018. Principal liquidity uses: -- $65 million-$75 million in capital expenditures annually; And -- $59 million annual term loan amortization in 2017 and 2018. The negative outlook reflects execution risks related to the company's pending software business divestiture and cost-cutting program, which could result in leverage sustaining above 4.5x. S&P could lower the rating if leverage sustains above 5x in 2017, excluding restructuring costs identified in 2016, due to competitive pressures, adoption of a more aggressive financial policy, additional restructuring costs, or difficulties consummating the software business sale and repaying a portion of its loan facility in 2017 with its proceeds. S&P could stabilize the outlook if Lexmark repays a portion of its loan facility in 2017 with software sale proceeds and maintains stable operating performance without incurring significant additional restructuring costs, such that S&P expects leverage will subside to the mid-4x area or lower subsequent to 2017. LIGHTSTONE GENERATION: S&P Gives Prelim BB- Rating on $1.575BB Loan ------------------------------------------------------------------- S&P Global Ratings said it assigned its preliminary 'BB-' rating to Lightstone Generation LLC's $1.575 billion term loan B, $150 million term loan C, and $100 million revolver. The outlook is stable. The preliminary recovery rating is '1', reflecting S&P's expectation of very high (90%-100%) in the event of default. "The stable outlook reflects our expectation for sound operational performance at all four plants, DSCRs above 1.75x throughout the life of the assets, and power prices that do not decline materially from our current expectations," said S&P Global Ratings credit analyst Kimberly Yarborough. S&P could lower the rating if DSCRs fall to around 1.65x on a sustained basis over the assumed refinance tenor. This would likely be caused by a sustained drop in power prices, unplanned operational outages, and higher debt outstanding at refinancing. This would likely also coincide with a weaker downside case in which the project fails to meet financial obligations for more than three years. While unlikely in the near term, S&P could raise the rating if DSCRs materially improve above 2.25x on a sustained basis and the downside performance improved materially. This could be driven by higher than expected capacity payments in uncleared periods or higher spark spreads. LPC HOLDING: S&P Affirms 'B' CCR, Outlook Stable ------------------------------------------------ S&P Global Ratings said that it affirmed its 'B' corporate credit and issue-level ratings on U.S.-based LPC Holding Co. and related entities. The outlook is stable. At the same time, S&P affirmed its 'B' issue-level rating on the company's first-lien credit facilities, including the proposed $113 million incremental first-lien term loan, and the recovery rating is unchanged. The '3' recovery rating indicates S&P's expectation for meaningful recovery (lower half of the 50%-70% range) in the event of a payment default. The affirmation reflects S&P's view that, despite the additional debt leverage with which LPC will operate following the Degania acquisition, S&P expects that the company's decent position in the less-cyclical healthcare end markets should allow it to generate sufficient free cash flow and maintain adjusted debt to EBITDA around 6.5x or below. LPC manufactures highly-engineered, precision-molded elastomeric products used in electrical connectors, ignition insulators, and various medical and pharmaceutical applications. LPC serves the medical devices, automotive, industrial, aerospace, and other end markets. The company's recently announced acquisition of Israel-based Degania Silicone Ltd., a manufacturer of a variety of medical catheters, will significantly increase its revenue base and diversify its global footprint. Furthermore, the acquisition into LPC's Qure Medical division will result in the majority of LPC's business being derived from sales to the health care devices industry, which S&P expects will grow as the company focuses on increasing revenue from the medical industry. Despite these improvements to the business, S&P continues to assess LPC's business risk as weak, primarily due to its small scale relative to larger competitors in both the health care device and capital goods sectors. LPC also has a below average adjusted EBITDA margin, which averages 22%-35% in the health care equipment sector. While customer concentration is somewhat improved pro forma for the acquisition, it remains moderately high with LPC's largest customer accounting for 10% of sales and the top 10 customers accounting for around 50%. However, the highly precise specifications of LPC's products, making up a small percentage of a customer's total product cost, should continue to support the company's long-term customer relationships. LPC's exposure to the highly cyclical light vehicle industry (a portion of its revenues are linked to automotive original equipment manufacturers) should be somewhat offset by its more stable medical components segment and aftermarket revenue from its insulator segment, both of which help to protect the company from economic downturns. "We have revised our assessment of LPC's financial risk profile to highly leveraged from aggressive to reflect the company's increased debt leverage pro forma for the Degania acquisition. We assess that the $113 million of additional debt to LPC's senior secured term loan will result in our adjusted total debt to EBITDA of about 6.5x pro forma for the transaction, an increase from 5.4x as of Sept. 30, 2016. The company's continued positive free cash flow should allow the company to gradually reduce debt leverage. But we do not anticipate LPC's leverage will decline meaningfully to below 5x due to our view of the risks associated with the company's ownership by a financial sponsor. Specifically, we are concerned that the company may take on additional leverage due to its financial sponsor's capital allocation decisions, such as debt-financed acquisitions or dividends," S&P said. Considering the anticipated improvement to both LPC's end market and geographic diversity, S&P no longer applies a negative one-notch comparable risk assessment adjustment to S&P's anchor score. S&P considers the company's business and financial risks to correspond directly to S&P's 'B' corporate credit rating assessment. S&P's base-case scenario assumes: -- U.S. real domestic GDP growth of 1.5% in 2016 and 2.4% in 2017; -- Organic revenue growth in the low- to mid-single-digit percent range in 2016 and 2017; -- The acquisition of Degania to be completed toward the end of 2016, which will increase the size of the company by almost 50%. The full-year impact of this acquisition will be in 2017; and -- Modest bolt-on acquisitions. Based on these assumptions, S&P arrives at these credit measures: -- Adjusted total debt to EBITDA of about 6.5x by 2017 year end; and -- Funds from operations (FFO) to total debt around 8.5% over the same period. S&P assess that LPC has adequate liquidity to meet its needs over the next 12 months. S&P expects that the company's sources of liquidity will be at least 1.2x its uses, and believes that the company's net sources will remain positive even if its EBITDA declines 15% below S&P's projected levels. Principal liquidity sources: -- About $10 million cash at the close of the transaction; -- Adequate availability under the company's $25 million revolver; and -- Positive FFO. Principal liquidity uses: -- Modest working capital outflows; -- Capital expenditures of $10 million-$12 million; and -- About $3 million in annual debt amortization. Covenants LPC's first-lien credit agreements are governed by a maximum senior secured leverage ratio covenant. S&P expects that LPC will maintain sufficient covenant headroom over the next 12-18 months. S&P Global Ratings' stable outlook on LPC reflects S&P's expectation that the company's modest revenue growth and stable margins will allow it to maintain leverage commensurate with S&P's rating over the next 12 months. S&P could lower its ratings on LPC if an unexpected shift in market demand and/or operational problems result in an adjusted EBITDA margin deterioration of 150 basis points, resulting in thin to negative free cash flow. While unlikely over the next 12 months, S&P could raise its ratings on LPC if the company reduces and maintains debt leverage below 5x, maintains FFO to debt above 12%, and the financial sponsor commits to a less aggressive financial policy. In addition to a reduction in leverage, S&P could consider raising the ratings if the company continues to meaningfully increase the scale, scope, and diversity of its operations to compare more favorably with peers rated 'B+' in the health care equipment sector without a significant deterioration in credit metrics. -- The recovery ratings on LPC's senior secured first-lien credit facilities are unchanged. The incremental first-lien term loan issuance results in S&P's expectation of the first-lien lenders' recovery at the low end of the 50%-70% range, from the high end in S&P's previous analysis. LPC is the parent of Q Holding Co., which is the borrower under the credit facilities. -- S&P's simulated default scenario assumes a payment default in 2019 arising from an unexpected event, a prolonged economic downturn, competitive pressure, and a product failure that would drive the company's revenue lower, coupled with client attrition and the loss of liquidity. As a result, LPC's cash flow would be insufficient to cover its interest expense, term loan amortization, working capital, and necessary capital outlays. Eventually, the company may need to fund cash flow shortfalls with available cash and revolver borrowings. S&P believes that the company's liquidity and capital resources would become strained to the point that it cannot continue to operate absent an equity infusion or bankruptcy filing. -- Given LPC's competitive position as a sole provider into applications with long product life cycles, S&P believes that the company would be reorganized rather than liquidated under a default scenario. -- S&P has valued the company based on an enterprise value to gauge recovery, and S&P has applied an assumed distressed emergence EBITDA of $30 million, an increase from $22.5 million to reflect the Degania acquisition. This is against a 5.5x multiple to estimate a gross recovery value of $165 million. S&P considers the multiple appropriate given the company's industry leadership. -- S&P believes that this gross recovery value would be sufficient to provide meaningful recovery prospects in the lower half of the 50%-70% range for the company's first-lien revolver and term loan. -- Simulated year of default: 2019 -- EBITDA at emergence: $30 million -- EBITDA multiple: 5.5x -- Net enterprise value (after 3% administrative costs): $160 million -- Valuation split (obligors/nonobligors): 61%/39% -- Value available to first-lien debt claims (collateral/noncollateral): $138 million/$22 million -- Secured first-lien debt claims: $312 million -- Recovery expectations: 50%-70% (lower half of the range) Note: All estimated debt claims include six months of accrued interest at default. LR BAKERY: Hires Garcia-Arregui & Fullana as Attorneys ------------------------------------------------------ LR Bakery Inc. seeks authorization from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Garcia-Arregui & Fullana PSC as attorneys. The Debtor requires Garcia-Arregui & Fullana to: a. give the Debtor legal advice with respect to its powers and duties as a debtor in possession in the continued operation of the Debtor's business and management of the Debtor's property; b. perform all legal services for the Debtor in possession which may be necessary in the reorganization of Debtor herein c. represent Debtor in any adversary proceeding, contest matter or to represent or advise Debtor in possession in any other matter requested by it. Garcia-Arregui & Fullana will be paid at these hourly rates: Senior Partners $250 Associate Lawyers $150 Paralegals $90 A retainer fee of $8,000 plus $1,717 (filing fee) for expense has already been paid prior to the filing. Isabel M. Fullana of Garcia-Arregui & Fullana PSC, assured the Court that the firm has no connection with the debtor, creditor, or any party in interest, or iits respective attorneys, other than previously representing the debtor and its officers. Garcia-Arregui & Fullana PSC may be reached at: Isabel M. Fullana Garcia-Arregui & Fullana PSC 252 Ponce De Leon Ave., Suite 1101 San Juan Puerto Rico, PR 00918 Phone: 787-766-2530 LYNN ARTHUR NICHOLS: Plan Confirmation Hearing on Dec. 20 --------------------------------------------------------- Judge Marian F. Harrison of the U.S. Bankruptcy Court for the Middle District of Tennesee issued an order conditionally approving Lynn and Katherine Nichols' disclosure statement accompanying their plan of reorganization as containing adequate information as required by Section 1125 of the Bankruptcy Code. The hearing on confirmation of the Plan and approval of the Disclosure Statement will be held at 9:00 a.m. on Dec. 20, 2016, at the U.S. Bankruptcy Court for the Middle District of Tennessee, Courtroom Three, Second Floor, Customs House, 701 Broadway, Nashville, Tennessee. Dec. 16, 2016 is fixed as the last day for filing and serving written objections to the Disclosure Statement. Dec. 16, 2016 is also fixed as the last day for filing written acceptances or rejections of the Plan. Lynn Arthur Nichols and Katherine Ida Nichols sought Chapter 11 protection (Bankr. M.D. Tenn. Case No. 16-00344) on Jan. 19, 2016, and are represented by Steven L. Lefkovitz, Esq., in Nashville, Tennessee. MAXUS ENERGY: Seeks Feb. 17 Extension of Plan Filing Period ----------------------------------------------------------- Maxus Energy Corporation and its affiliated Debtors ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive periods to file a chapter 11 plan and solicit acceptances to the plan through February 17, 2017 and April 18, 2017, respectively. The Debtors relate that they adopted amended bylaws that grant the Debtors' two independent directors exclusive authority over any conflict matters, which include all claims, transactions, litigations, disputes, arrangements or other matters between the Debtors and YPF, S.A., the Debtors' ultimate corporate parent. The Debtors further relate that this vested authority extends to the settlement agreement with YPF, the DIP financing agreement, and all plan matters that implicate YPF. The Debtors tell the Court that they and their advisors continue to confer with major stakeholders regarding plan structures. The Debtors further tell the Court that the discussions addressed the Settlement Agreement, as well as more granular chapter 11 plan matters such as means of plan implementation, timing, claims reconciliation and estimation, and the like. The Debtors added that they and and the Committee of Unsecured Creditors have exchanged and discussed preliminary lists of plan issues that are likely to form the framework of the plan. The Debtors hope to extend these discussions to include representatives of a section 1114 retiree committee once appointed, and anticipate meeting with Occidental Chemical Corporation during the week of December 5, 2016 to discuss potential plan structures. The Debtors contend that although they have accomplished much over a relatively short period of time, additional work must be done and more time is needed before a confirmable chapter 11 plan can be proposed. The Debtors further contend that the general bar date was October 31, 2016 and the Debtors and their advisors have been hard at work evaluating those claims. The Debtors aver that the outcome of that review could significantly shift and/or dilute distributable value under a plan. The Debtors' Motion is scheduled for hearing on December 20, 2016 at 2:00 p.m. The deadline for the filing of objections to the Debtors' Motion is December 13. About Maxus Energy Corporation Maxus Energy Corporation and four of its subsidiaries filed a voluntary petitions for reorganization under Chapter 11 (Bankr. D. Del., Case No. 16-11501) on June 17, 2016. The Debtors intend to use the breathing spell afforded by the Bankruptcy Code to decide whether their existing environmental remediation operations and oil and gas operations can be restructured as a sustainable, stand-alone enterprise. The Debtors have engaged Young Conaway Stargatt & Taylor, LLP as local counsel, Morrison & Foerster LLP as general bankruptcy counsel, Zolfo Cooper, LLC as financial advisor and Prime Clerk LLC as claims and noticing agent, all are subject to the Bankruptcy Court's approval. On July 7, 2016, the United States Trustee for the District of Delaware filed Notice of Appointment of Committee of Unsecured Creditors. The Committee selected Schulte Roth & Zabell LLP as counsel, and Cole Schotz as Delaware co-counsel. Berkeley Research Group, LLC serves as financial advisor for the Committee. MHM HOLDINGS: Case Summary & Unsecured Creditor ----------------------------------------------- Debtor: MHM Holdings, LLC 630 Shephard Cincinnati, OH 45215 Case No.: 16-14442 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: November 29, 2016 Court: United States Bankruptcy Court Southern District of Ohio (Cincinnati) Judge: Hon. Jeffery P. Hopkins Debtor's Counsel: William B Fecher, Esq. 3700 Carew Tower 441 Vine Street Cincinnati, OH 45202 Tel: (513) 621-2666 Fax: 513-345-1756 E-mail: wbfecher@statmanharris.com - and - Alan J. Statman, Esq. STATMAN, HARRIS & EYRICH, LLC 441 Vine Street, Suite 3700 Cincinnati, OH 45202 Tel: 513-621-2666 E-mail: ajstatman@statmanharris.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Michael A. Story, manager. The Debtor listed Sutton Bank as its largest unsecured creditor holding an unknown amount of claim. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ohsb16-14442.pdf MIG LLC: Alexeeva & Blazquez to Serve as NewCo Officers, BoNY Says ------------------------------------------------------------------ The Bank of New York Mellon -- as trustee under the Indenture with respect to the Senior Secured Cash/PIK Notes Due 2016, dated as of Dec. 31, 2010 among MIG, LLC, as Issuer, ITC Cellular, LLC, as Co-Obligor, and as proponent to the Amended Plan of Reorganization of MIG, LLC and ITC Cellular, LLC -- informed the Delaware Bankruptcy Court on Nov. 29 that Natalia Alexeeva and Andres Blazquez will serve as directors and managers of MIG Holdings, LLC, following the Debtors' emergence from Chapter 11 bankruptcy pursuant to the Indenture Trustee's plan. BoNY says Ms. Alexeeva will also serve as president and secretary of MIG Holdings, MIG LLC and ITC Cellular. As reported by the Troubled Company Reporter, Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware approved on October 20, 2016, the disclosure statement explaining the plan of reorganization proposed The Bank of New York Mellon, in its capacity as indenture trustee, for MIG, LLC, and ITC Cellular, LLC. The hearing to consider confirmation of BoNY's Plan will be held on Dec. 6, 2016, at 11:00 a.m., prevailing Eastern Time. According to the TCR report, the Plan contemplates deleveraging the Debtors through the conversion of all notes secured claims on account of the senior secured notes and the prepetition indenture, and all general unsecured claims to new equity in MIG Holdings, a new Republic of the Marshall Islands limited liability company, to be formed by the Debtors prior to the Effective Date. About MIG LLC Formerly operating under the name "Metromedia International Group, Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and operated and sold dozens of companies in diverse industries, including entertainment, photo finishing, garden equipment and sporting goods, until the late 1990s. In 1997 and 1998, MIG consummated the sale of substantially all of its U.S.-based entertainment assets and began focusing on expanding into emerging communications and media businesses. By 2005, all of MIG's operating businesses were located in the Republic of Georgia and operated through its subsidiaries. MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11 bankruptcy protection on June 30, 2014. The cases are currently jointly administered under Bankr. D. Del. Lead Case No. 14-11605. As of the bankruptcy filing, MIG's sole valuable asset, beyond its existing cash, is its indirect interest in Magticom Ltd. The cases are assigned to Judge Kevin Gross. Headquartered in Tbilisi, Georgia, Magticom is the leading mobile telephony operator in Georgia and is also the largest telephone operator in Georgia. Magticom serves 2.4 million subscribers with a network that covers 97% of the populated regions in Georgia. Magticom is owned by International Telcell Cellular, LLC, which is 46% owned by MIG unit ITC Cellular, 51% owned by Dr. George Jokhtaberidze, and 3% owned by Gemstone Management Ltd. Formerly known as MIG, Inc., MIG was a debtor in a previous case (Bankr. D. Del. Case NO. 09-12118). It obtained approval of its reorganization plan in November 2010. The Debtors have tapped Greenberg Traurig LLP as counsel, Fox Rothschild Inc. as financial advisor; Cousins Chipman and Brown, LLP, as conflicts counsel; and Prime Clerk LLC as claims and notice agent and administrative advisor. The Debtors have retained Natalia Alexeeva as chief restructuring officer. A three-member panel has been appointed in these cases to serve as the official committee of unsecured creditors, consisting of Walter M. Grant, Paul N. Kiel, and Lawrence P. Klamon. The Committee is represented by Cole Schotz P.C.'s J. Kate Stickles, Esq., and Patrick J. Reilley, Esq.; and the Law Offices of Henry F. Sewell, Jr., LLC. The Bank of New York Mellon is represented by Gerard Uzzi, Esq., and Eric Stodola, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York; Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; and Glenn E. Siegel, Esq., and Rachel Jaffe Mauceri, Esq., at Morgan, Lewis & Bockius LLP, in New York. MIG LLC: Indenture Trustee Plan Wins Creditors' Support ------------------------------------------------------- James Daloia, the Director of Solicitation and Disbursements at Prime Clerk LLC, informed the Delaware Bankruptcy Court that the holders of claims in class 2 Notes Secured Claims and class 3 General Unsecured Claims have voted to accept the Indenture Trustee's Amended Plan of Reorganization of MIG, LLC and ITC Cellular, LLC, dated October 20, 2016. Classes 2 and 3 were the only classes entitled to vote on the Plan. About 99.24% of the holders of Class 2 claims voted for the Plan. This represents $100,852,521 or 97.88% of the total claims of those who accepted the Plan. About 98.56% of the holders of Class 3 claims voted for the Plan. This represents $111,514,263 or 93.63% of the total claims of those who accepted the Plan. Mr. Daloia may be reached at: James Daloia Director of Solicitation and Disbursements Prime Clerk LLC 830 Third Avenue, 9th Floor New York, NY 10022 As reported by the Troubled Company Reporter, Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware approved on October 20, 2016, the disclosure statement explaining the plan of reorganization proposed The Bank of New York Mellon, in its capacity as indenture trustee, for MIG, LLC, and ITC Cellular, LLC. The hearing to consider confirmation of BoNY's Plan will be held on December 6, 2016, at 11:00 a.m., prevailing Eastern Time. According to the TCR report, the Plan contemplates deleveraging the Debtors through the conversion of all notes secured claims on account of the senior secured notes and the prepetition indenture, and all general unsecured claims to new equity in MIG Holdings, a new Republic of the Marshall Islands limited liability company, to be formed by the Debtors prior to the Effective Date. About MIG LLC Formerly operating under the name "Metromedia International Group, Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and operated and sold dozens of companies in diverse industries, including entertainment, photo finishing, garden equipment and sporting goods, until the late 1990s. In 1997 and 1998, MIG consummated the sale of substantially all of its U.S.-based entertainment assets and began focusing on expanding into emerging communications and media businesses. By 2005, all of MIG's operating businesses were located in the Republic of Georgia and operated through its subsidiaries. MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11 bankruptcy protection on June 30, 2014. The cases are currently jointly administered under Bankr. D. Del. Lead Case No. 14-11605. As of the bankruptcy filing, MIG's sole valuable asset, beyond its existing cash, is its indirect interest in Magticom Ltd. The cases are assigned to Judge Kevin Gross. Headquartered in Tbilisi, Georgia, Magticom is the leading mobile telephony operator in Georgia and is also the largest telephone operator in Georgia. Magticom serves 2.4 million subscribers with a network that covers 97% of the populated regions in Georgia. Magticom is owned by International Telcell Cellular, LLC, which is 46% owned by MIG unit ITC Cellular, 51% owned by Dr. George Jokhtaberidze, and 3% owned by Gemstone Management Ltd. Formerly known as MIG, Inc., MIG was a debtor in a previous case (Bankr. D. Del. Case NO. 09-12118). It obtained approval of its reorganization plan in November 2010. The Debtors have tapped Greenberg Traurig LLP as counsel, Fox Rothschild Inc. as financial advisor; Cousins Chipman and Brown, LLP, as conflicts counsel; and Prime Clerk LLC as claims and notice agent and administrative advisor. The Debtors have retained Natalia Alexeeva as chief restructuring officer. A three-member panel has been appointed in these cases to serve as the official committee of unsecured creditors, consisting of Walter M. Grant, Paul N. Kiel, and Lawrence P. Klamon. The Committee is represented by Cole Schotz P.C.'s J. Kate Stickles, Esq., and Patrick J. Reilley, Esq.; and the Law Offices of Henry F. Sewell, Jr., LLC. The Bank of New York Mellon is represented by Gerard Uzzi, Esq., and Eric Stodola, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York; Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; and Glenn E. Siegel, Esq., and Rachel Jaffe Mauceri, Esq., at Morgan, Lewis & Bockius LLP, in New York. MIG LLC: Unsecureds to Get Nothing in Magticom Sale, Panel Says --------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the Chapter 11 case of MIG Company LLC objects to the confirmation of the Indenture Trustee's Amended Plan of Reorganization of MIG LLC and ITC Cellular, LLC. The Committee tells the Court that the Indenture Trustee under the Plan is seeking to remove the Debtors' assets from the jurisdiction of the Bankruptcy Court to a remote, foreign jurisdiction, likely resulting in substantial tax and regulatory benefits to the Indenture Trustee, and to grant the Indenture Trustee and its agents broad and unfettered rights to administer these assets. The Plan, and its related documents, further contain broad exculpations, indemnities and releases to a large and undefined group of third parties associated with the Indenture Trustee who have made no contribution to these cases. To obtain approval for its Plan, the Indenture Trustee engages in impermissible gerrymandering of creditor classes to avoid the "cram down" provisions of Section 1129. The Plan is patently unfair to the general unsecured creditors of these cases, is not confirmable as a matter of law, is not proposed in good faith and should not be confirmed by the Court. According to the Committee, the structure of the Plan is relatively simple. The Indenture Trustee proposes to break its claim into two claims, a secured claim in the amount of $125,000,000 (Class 2) and an unsecured claim of approximately the same amount. This unsecured claim is included with general unsecured claims in Class 3 of the proposed Plan to be grouped with General Claims. The effect of including this claim in Class 3 is that it ensures that the Indenture Trustee will carry Class 3 in any voting which may take place on the Plan and that the holders of General Claims have no say in the outcome of this case. It further ensures that no class of creditors will vote against confirmation of the Plan, avoiding the "cram down" provisions of 11 U.S.C. Section 1129(b). No information is provided as to how the amount of the secured claim was calculated. Creditors will receive interests in a new entity which will be formed to hold the assets of the Debtor (in particular, the stake in Magticom Ltd.) with the Class 2 secured claim assigned to the Indenture Trustee receiving a 96% stake and Class 3 receiving a 4% stake in this new entity. These provisions have appeared in each version of the Plan. For reasons not known to the Committee, the entity in which creditors in these cases will receive an ownership interest will be an entity formed under the laws of the Marshall Islands, not the United States. MIG LLC is a holding company which does not conduct any business. It has one employee. Although there are several corporate layers involved, the Debtor is essentially the ultimate owner of a 46% stake in non-debtor Magticom, the leading mobile telephone company in the Republic of Georgia. This asset is the most valuable asset in this Bankruptcy Estate. The Committee is informed and advised that both before and since the Petition Date, the Indenture Trustee has been engaged in an effort to sell the interest in Magticom and has engaged in litigation and negotiations with several other interested parties which have not resulted in any offer or liquidation of this interest. According to the Committee, to the extent the interest in Magticom is ultimately sold or liquidated and there is any recovery for Class 3, virtually all of that recovery will go to the Indenture Trustee. If the stake is sold for less than $125,000,000, General Creditors will receive nothing on their claims. Essentially, the Plan provides that the Indenture Trustee will appropriate the stake in Magticom and the unencumbered monies posted with Worker’s Compensation Insurers for itself, leaving General Creditors with nothing. As reported by the Troubled Company Reporter, Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware approved on October 20, 2016, the disclosure statement explaining the plan of reorganization proposed The Bank of New York Mellon, in its capacity as indenture trustee, for MIG, LLC, and ITC Cellular, LLC. The hearing to consider confirmation of BoNY's Plan will be held on December 6, 2016, at 11:00 a.m., prevailing Eastern Time. According to the TCR report, the Plan contemplates deleveraging the Debtors through the conversion of all notes secured claims on account of the senior secured notes and the prepetition indenture, and all general unsecured claims to new equity in MIG Holdings, a new Republic of the Marshall Islands limited liability company, to be formed by the Debtors prior to the Effective Date. Holders of Class 2 Notes Secured Claims will receive their pro rata share of the Class 2 Equity Distribution; provided, however, that if the Sale Transaction occurs, then each holder of Class 2 Claims will receive its pro rata share of sale transaction proceeds in lieu of the Class 2 Equity Distribution. Class 2 Claims are estimated to total $125 million. The Plan Proponent has included in this estimate in consultation with Senior Secured Noteholders holding over a majority of the outstanding Senior Secured Notes who determined that this represents a fair clearing price for a sale of ITC Cellular's 46% indirect equity stake in Magticom. Holders of Class 3 General Unsecured Claims will receive a pro rata share of the Class 3 Equity Distribution, provided, however, that if the sale of all or substantially all of MIG's assets, including the ITC Equity, occurs, then each will holder will receive its pro rata share of the net cash proceeds in lieu of the Class 3 Equity Distribution. General Unsecured Claims are estimated to total $138.8 million. BoNY tells the Court that in the event of a reorganization transaction, it expects that the Reorganized Debtors will pursue the return of the collateral held by the Workers Compensation Insurers, to the extent that the Debtors have not already begun to pursue its return prior to the Effective Date. In the event of a sale transaction, any proceeds from the sale of the Debtors' interests in the collateral will be distributed. The Amended Disclosure Statement indicated that a letter from the Official Committee of Unsecured Creditors is being distributed with the Disclosure Statement recommending rejection of the Plan. A full-text copy of the Amended Disclosure Statement dated October 20, 2016, is available at: http://bankrupt.com/misc/deb14-11605-723.pdf Counsel for the Official Committee of Unsecured Creditors: J. Kate Stickles, Esq. Patrick J. Reilley, Esq. COLE SCHOTZ P.C. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Telephone: (302) 652-3131 Facsimile: (302) 574-2101 Email: kstickles@coleschotz.com - and - Henry F. Sewell, Jr., Esq. Law Offices of Henry F. Sewell, Jr., LLC 3343 Peachtree Street, Suite 200 Atlanta, GA 30326 Telephone: (404) 926-0053 Facsimile: (404) 926-0050 Email: hsewell@sewellfirm.com About MIG LLC Formerly operating under the name "Metromedia International Group, Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and operated and sold dozens of companies in diverse industries, including entertainment, photo finishing, garden equipment and sporting goods, until the late 1990s. In 1997 and 1998, MIG consummated the sale of substantially all of its U.S.-based entertainment assets and began focusing on expanding into emerging communications and media businesses. By 2005, all of MIG's operating businesses were located in the Republic of Georgia and operated through its subsidiaries. MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11 bankruptcy protection on June 30, 2014. The cases are currently jointly administered under Bankr. D. Del. Lead Case No. 14-11605. As of the bankruptcy filing, MIG's sole valuable asset, beyond its existing cash, is its indirect interest in Magticom Ltd. The cases are assigned to Judge Kevin Gross. Headquartered in Tbilisi, Georgia, Magticom is the leading mobile telephony operator in Georgia and is also the largest telephone operator in Georgia. Magticom serves 2.4 million subscribers with a network that covers 97% of the populated regions in Georgia. Magticom is owned by International Telcell Cellular, LLC, which is 46% owned by MIG unit ITC Cellular, 51% owned by Dr. George Jokhtaberidze, and 3% owned by Gemstone Management Ltd. Formerly known as MIG, Inc., MIG was a debtor in a previous case (Bankr. D. Del. Case NO. 09-12118). It obtained approval of its reorganization plan in November 2010. The Debtors have tapped Greenberg Traurig LLP as counsel, Fox Rothschild Inc. as financial advisor; Cousins Chipman and Brown, LLP, as conflicts counsel; and Prime Clerk LLC as claims and notice agent and administrative advisor. The Debtors have retained Natalia Alexeeva as chief restructuring officer. A three-member panel has been appointed in these cases to serve as the official committee of unsecured creditors, consisting of Walter M. Grant, Paul N. Kiel, and Lawrence P. Klamon. The Committee is represented by Cole Schotz P.C.'s J. Kate Stickles, Esq., and Patrick J. Reilley, Esq.; and the Law Offices of Henry F. Sewell, Jr., LLC. The Bank of New York Mellon is represented by Gerard Uzzi, Esq., and Eric Stodola, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York; Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; and Glenn E. Siegel, Esq., and Rachel Jaffe Mauceri, Esq., at Morgan, Lewis & Bockius LLP, in New York. MIG LLC: US Trustee, IRS Balk at BoNY's Exit Plan ------------------------------------------------- Dorothy Atkins, writing for Bankruptcy Law360, reported that the Office of the U.S. Trustee and the Internal Revenue Service have objected to a proposed Chapter 11 reorganization plan for MIG LLC, saying the plan's exculpation provision is overbroad and clears too many debtors of liability. As currently drafted, the plan's exculpation provision broadly covers the indenture trustee and its affiliate parties, however, coverage should be limited to parties that served as estate fiduciaries, like the creditors' committee and the debtor's directors and officers, the U.S. Trustee said. For its part, the IRS said the Plan's definition of an exculpated party includes "an incredibly broad and numerous array of entities and individuals," according to the report. As reported by the Troubled Company Reporter, Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware approved on October 20, 2016, the disclosure statement explaining the plan of reorganization proposed The Bank of New York Mellon, in its capacity as indenture trustee, for MIG, LLC, and ITC Cellular, LLC. The hearing to consider confirmation of BoNY's Plan will be held on December 6, 2016, at 11:00 a.m., prevailing Eastern Time. The Plan contemplates deleveraging the Debtors through the conversion of all notes secured claims on account of the senior secured notes and the prepetition indenture, and all general unsecured claims to new equity in MIG Holdings, a new Republic of the Marshall Islands limited liability company, to be formed by the Debtors prior to the Effective Date. Holders of Class 2 Notes Secured Claims will receive their pro rata share of the Class 2 Equity Distribution; provided, however, that if the Sale Transaction occurs, then each holder of Class 2 Claims will receive its pro rata share of sale transaction proceeds in lieu of the Class 2 Equity Distribution. Class 2 Claims are estimated to total $125 million. The Plan Proponent has included in this estimate in consultation with Senior Secured Noteholders holding over a majority of the outstanding Senior Secured Notes who determined that this represents a fair clearing price for a sale of ITC Cellular's 46% indirect equity stake in Magticom. Holders of Class 3 General Unsecured Claims will receive a pro rata share of the Class 3 Equity Distribution, provided, however, that if the sale of all or substantially all of MIG's assets, including the ITC Equity, occurs, then each will holder will receive its pro rata share of the net cash proceeds in lieu of the Class 3 Equity Distribution. General Unsecured Claims are estimated to total $138.8 million. BoNY tells the Court that in the event of a reorganization transaction, it expects that the Reorganized Debtors will pursue the return of the collateral held by the Workers Compensation Insurers, to the extent that the Debtors have not already begun to pursue its return prior to the Effective Date. In the event of a sale transaction, any proceeds from the sale of the Debtors' interests in the collateral will be distributed. The Amended Disclosure Statement indicated that a letter from the Official Committee of Unsecured Creditors is being distributed with the Disclosure Statement recommending rejection of the Plan. A full-text copy of the Amended Disclosure Statement dated October 20, 2016, is available at: http://bankrupt.com/misc/deb14-11605-723.pdf About MIG LLC Formerly operating under the name "Metromedia International Group, Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and operated and sold dozens of companies in diverse industries, including entertainment, photo finishing, garden equipment and sporting goods, until the late 1990s. In 1997 and 1998, MIG consummated the sale of substantially all of its U.S.-based entertainment assets and began focusing on expanding into emerging communications and media businesses. By 2005, all of MIG's operating businesses were located in the Republic of Georgia and operated through its subsidiaries. MIG LLC and affiliate ITC Cellular, LLC, filed for Chapter 11 bankruptcy protection on June 30, 2014. The cases are currently jointly administered under Bankr. D. Del. Lead Case No. 14-11605. As of the bankruptcy filing, MIG's sole valuable asset, beyond its existing cash, is its indirect interest in Magticom Ltd. The cases are assigned to Judge Kevin Gross. Headquartered in Tbilisi, Georgia, Magticom is the leading mobile telephony operator in Georgia and is also the largest telephone operator in Georgia. Magticom serves 2.4 million subscribers with a network that covers 97% of the populated regions in Georgia. Magticom is owned by International Telcell Cellular, LLC, which is 46% owned by MIG unit ITC Cellular, 51% owned by Dr. George Jokhtaberidze, and 3% owned by Gemstone Management Ltd. Formerly known as MIG, Inc., MIG was a debtor in a previous case (Bankr. D. Del. Case NO. 09-12118). It obtained approval of its reorganization plan in November 2010. The Debtors have tapped Greenberg Traurig LLP as counsel, Fox Rothschild Inc. as financial advisor; Cousins Chipman and Brown, LLP, as conflicts counsel; and Prime Clerk LLC as claims and notice agent and administrative advisor. The Debtors have retained Natalia Alexeeva as chief restructuring officer. A three-member panel has been appointed in these cases to serve as the official committee of unsecured creditors, consisting of Walter M. Grant, Paul N. Kiel, and Lawrence P. Klamon. The Committee is represented by Cole Schotz P.C.'s J. Kate Stickles, Esq., and Patrick J. Reilley, Esq.; and the Law Offices of Henry F. Sewell, Jr., LLC. The Bank of New York Mellon is represented by Gerard Uzzi, Esq., and Eric Stodola, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York; Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; and Glenn E. Siegel, Esq., and Rachel Jaffe Mauceri, Esq., at Morgan, Lewis & Bockius LLP, in New York. MNS SERVICES: Seeks to Hire Schneider & Stone as Legal Counsel -------------------------------------------------------------- MNS Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire the Law Offices of Schneider & Stone to give legal advice regarding its duties under the Bankruptcy Code, assist in the preparation of a bankruptcy plan, and provide other legal services. The hourly rate charged by the firm for it attorneys is $350. Paralegals are paid an hourly rate of $175. Ben Schneider, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Ben Schneider, Esq. Law Offices of Schneider & Stone 8424 Skokie Blvd., Suite 200 Skokie, IL 60077 Email: ben@windycitylawgroup.com About MNS Services MNS Services, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 16-34300) on October 27, 2016. The petition was signed by Angelica Starzec, president. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $100,000. MOBILESMITH INC: OKs Option Grants Under 2016 Equity Plan --------------------------------------------------------- The Board of Directors of MobileSmith, Inc., approved grants of options under the Company's 2016 Equity Incentive Plan to senior executive officers and non-management employees to purchase a total of 1,500,000 shares of the Company's common stock, par value $0.001 per share. In all cases, the options granted by the Board have a four-year term and are scheduled to vest on a quarterly basis, in 12 equal quarterly installments at the end of each quarter, beginning with the quarter ending Dec. 31, 2016. The options have an exercise price per share equal to $1.49, which was the closing price per share of the Company's Common Stock on Nov. 21, 2016, the grant date. From the above grants, Amir Elbaz, the Company's executive chairman of the Board received options to purchase 190,0000 shares of the Company's Common Stock; Bob Dieterle, the Company's president and chief operating officer, received options to purchase 175,000 shares; Gleb Mikhailov, the Company's chief financial officer, received options to purchase 135,000 shares. The Board also awarded under the 2016 Plan options for 1,000,000 shares of the Company's Common Stock to non-management employees of the Company. About MobileSmith, Inc. Raleigh, North Carolina-based MobileSmith, Inc., was incorporated as Smart Online, Inc. in 1993 and changed its name to MobileSmith, Inc. effective July 1, 2013. The company develops and markets software products and services tailored to users of mobile devices. Its flagship product, MobileSmith(R) Platform is an app development platform that enables organizations to rapidly create, deploy and manage custom, native smartphone and tablet apps deliverable across iOS and Android mobile platforms. MobileSmith reported a net loss of $7.71 million on $1.82 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss of $7.33 million on $879,086 of total revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2016, MobileSmith had $1.22 million in total assets, $45.65 million in total liabilities and a total stockholders' deficit of $44.43 million. Cherry Bekaert LLP, in Raleigh, North Carolina, 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 working capital deficiency as of Dec. 31, 2015. These conditions, the auditors noted, raise substantial doubt about the Company's ability to continue as a going concern. NEW SOLDIER'S: Seeks to Hire Gabor & Marotta as Legal Counsel ------------------------------------------------------------- New Soldier's Restaurant, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Gabor & Marotta LLC to give legal advice regarding its duties under the Bankruptcy Code, negotiate with creditors, assist in the preparation of a bankruptcy plan, and provide other legal services. The hourly rates charged by the firm are: Partner $450 Associate $300 Paralegal $125 Richard Gabor, Esq., at Gabor & Marotta, disclosed in a court filing that his firm does not represent any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Richard M. Gabor, Esq. Gabor & Marotta LLC 1878 Victory Boulevard Staten Island, NY 10314 Phone: 718-390-0555 Email: dan@gabormarottalaw.com About New Soldier's Restaurant New Soldier's Restaurant, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-44243) on September 23, 2016. The petition was signed by Witcliff Williams. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. NEWPARK RESOURCES: S&P Lowers Rating on Sr. Unsecured Debt to 'B-' ------------------------------------------------------------------ S&P Global Ratings revised its recovery evaluation on Newpark Resources Inc.'s existing senior unsecured debt to '3' from '2' and, as a result, lowered its issue-level rating on the debt to 'B-' from 'B'. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; upper half of range) of principal in the event of a payment default. The rating actions follow S&P's revised and lowered expected recovery valuation at emergence on Newpark, which reflect the current weak market conditions and our expectation that the company's EBITDA will not reach previous levels in the near term. At the same time, S&P assigned its 'B-' issue-level rating and '3' recovery rating to Newpark's $87.5 million senior unsecured convertible notes due 2021. The '3' recovery rating indicates S&P's expectation for a meaningful recovery (50%-70%; upper half of range) of principal in the event of a payment default. The company announced earlier today this it has priced $87.5 million of new 4% senior unsecured convertible notes due 2021 in a private placement to qualified institutional buyers. Newpark expects to close the deal on Dec. 5, 2016. The company also granted the initial purchasers an option to purchase up to $12.5 million of additional notes, exercisable within 30 days. The company expects to use the proceeds of these notes to retire existing debt and for general corporate purchases. S&P's 'B-' corporate credit rating and negative outlook on Newpark are unchanged. RECOVERY ANALYSIS Key credit factors for the ratings: -- Newpark is the borrower on its $90 million asset-based lending (ABL) revolving credit facility, which is guaranteed by substantially all of its domestic subsidiaries and collateralized by substantially all of the borrowers' and guarantors' assets and a pledge of the stock of the company's first-tier foreign subsidiaries (limited to 65% to avoid adverse tax consequences). -- The convertible notes don't benefit from subsidiary guarantees. Therefore, claims relating to the notes would be subordinated to the claims relating to the credit facility in a default scenario. -- S&P's recovery analysis assumes that the company's $90 million revolving credit facility is drawn up to 60% of commitment at default. -- S&P's simulated default scenario contemplates a payment default in 2018, stemming from reduced demand for drilling fluids because of an extended period of weak commodity prices and limited spending by oil and gas exploration and production (E&P) companies. Simulated default assumptions -- Simulated year of default: 2018 -- Cash EBITDA at emergence: $28 million -- EBITDA multiple: 5x Simplified waterfall -- Net enterprise value (after 5% in administrative costs and potential claims relating to foreign credit lines): $126 million ---------------------------------------------------------- -- Claims relating to the secured revolving credit facility: $56 million -- Recovery expectation: Not applicable -- Residual value available to unsecured claims: $59 million -- Senior unsecured claims: $89 million -- Recovery expectation: 50%-70% (upper half of the range) Note: All debt amounts include six months of prepetition interest. RATINGS LIST Newpark Resources Inc. Corporate Credit Rating B-/Negative/-- Downgraded; Recovery Rating Revised To From Newpark Resources Inc. Existing senior unsecured debt B- B Recovery Rating 3H 2L New Ratings Newpark Resources Inc. Senior Unsecured $87.5 million convertible notes due 2021 B- Recovery Rating 3H NJOY INC: Committee, U.S. Trustee Object to KEIP Motion ------------------------------------------------------- The Official Committee of Unsecured Creditors of NJOY, Inc., filed a limited objection to the Debtor's Motion for Approval of Key Employee Incentive Plan and Authorizing Payments Thereunder. The Committee says it does not object in principle to the implementation of the Key Incentive Plan dated September 14, 2016. The Committee notes the payment of a KEIP of $100,000 was contemplated in the Budget attached as an exhibit to the Final DIP Financing Order approved by the Bankruptcy Court on Oct. 14, 2016. The Committee, however, objects to the KEIP to the extent that the funds to pay the KEIP are not currently available and payable from the proceeds of the DIP Loan pursuant to the DIP Budget. The Committee points out that the closing on the sale of the Debtor's assets was anticipated for Nov. 30, 2016, and to the extent that there is no closing of the Sale, the Committee objects to any KEIP payments to the Eligible Employees. As reported by the Troubled Company Reporter, Homewood NJOY Acquisition, LLC, whic is affiliated with Douglas Teitelbaum and his Homewood Capital investment firm, was named the successful bidder at an auction held early in November. On November 15, 2016, the Court entered its order approving a sale of substantially all of the Debtors' assets. According to a prior TCR report, the aggregate consideration to be paid by the Purchaser consists of: (a) a cash amount equal to: (i) the total amount of fees and expenses owed to CohnReznick Capital Markets Securities LLC, of approximately $312,500, pursuant to the retention agreement approved by the Bankruptcy Court on October 7, 2016, and the Bid Procedures Order payable by the Purchaser to CohnReznick Capital Markets Securities LLC at Closing by wire transfer or immediately available funds, plus (ii) the amount of the Seller's obligations outstanding under the DIP Facility, payable by Purchaser to Seller at Closing by wire transfer or immediately available funds, plus (iii) $250,000 to the Seller for the benefit of the Seller's general bankruptcy estate; (b) the Credit Bid of $29,515,060, representing the Second Lien Claims and the Junior Term Loans, all of which will be released and discharged upon Closing; (c) assumption of the Senior Term Loans; and (d) assumption of certain liabilities. The Committee reminds the Court that the Successful Bidder of the Debtor's Assets is required, as part of the Purchase Price, to make a payment of $250,000 at Closing -- General Creditor Payment -- which funds will be used to pay post-closing priority and administrative payments in order to fund the process to confirmation of the plan. Under no circumstances should the KEIP payments be made from the General Creditor Payment, the Committee asserts. The Committee says the Court must include language in any order approving the Debtor's KEIP Motion that the KEIP payments be paid solely from the DIP Loan proceeds pursuant to the Final Financing Order and not from the General Creditor Payment. The Debtor on Nov. 16 filed the KEIP Motion, seeking authority to pay certain Eligible Employees an incentive payment for their work in supporting due diligence efforts, work leading up to the auction and the closing of a Sale. The KEIP provides that the Eligible Employees will receive 50% of their portion of the $100,000 KEIP upon entry of the order approving the Sale and 50% of their allocated amount upon the closing of the Sale. The KEIP payments are to be in lieu of any other performance bonus, retention, or severance compensation otherwise payable to the Eligible Employees. The Debtor will return to the Bankruptcy Court on Dec. 15 for a hearing on the KEIP Motion. The Debtor is also seeking Court approval to keep the identities of employees and certain other information under seal. The employee information has been filed as exhibit to the KEIP Motion. The Debtor says the exhibit contains or reflects confidential commercial information. Andrew R. Vara, the Acting United States Trustee for Region 3, has objected to NJOY's request to file Appendix A to Exhibit A to the KEIP Motion under seal. The U.S. Trustee reminds the Court that according to paragraph 51 of the Declaration of Jeffrey Weiss in Support of First Day Motions dated September 16, 2016, there are 15 employees of NJOY plus Mr. Weiss in his capacity as Interim President and General Counsel. The KEIP Motion seeks authority to pay a bonus to every employee of NJOY. A report by Vince Sullivan, writing for Bankruptcy Law360, rsays KEIP will provide for a payment to all of the company's 50 employees. The U.S. Trustee contends that none of the information the Debtor seeks to seal falls within the purview of Bankruptcy Code Section 107 or FRBP 9018. Every employee will be receiving a bonus of some kind pursuant to the KEIP Motion. The amounts of compensation and bonuses are amounts required to be disclosed by Debtors' in their Statements and Schedules. A sale of the business as a going concern has been approved by the Court so that any reasons related to employee morale and the fear that employees could resign are not present in this case. The modest KEIP is proposed after the fact and will benefit every employee. The material sought to be sealed is not a trade secret, is not commercially sensitive information, is not scandalous or defamatory and is not a governmental secret. The Committee is represented by: L. John Bird, Esq. FOX ROTHSCHILD LLP 919 North Market Street, Suite 300 Wilmington, DE 19801 Telephone: (302) 654-7444 Facsimile: (302) 656-8920 - and - Michael A. Sweet, Esq. FOX ROTHSCHILD LLP 345 California Street, Suite 2200 San Francisco, CA 94104-2670 Telephone: 415.364.5540 Facsimile: 415.391.4436 E-mail: msweet@foxrothschild.com - and - Martha B. Chovanes, Esq. FOX ROTHSCHILD LLP 2000 Market Street, Twentieth Floor Philadelphia, PA 19103-3222 Telephone: (609) 896-3600 Facsimile: (609) 896-1469 E-mail: mchovanes@foxrothschild.com The U.S. Trustee is represented by: David L. Buchbinder, Esq. Office of the United States Trustee J. Caleb Boggs Federal Building 844 King Street, Suite 2207 Wilmington, DE 19801 Tel: (302) 573-6491 Fax: (302) 573-6497 About NJoy Inc. Headquartered in Scottsdale, Arizona, NJOY sells e-cigarettes and vaping products to wholesalers, distributors and retailers. The Company was the first major ENDS company to offer products across all form factors: disposable and rechargeable cigalikes, open system e-liquids and vaping devices, and advanced closed system e-liquids. The Debtor has no in-house manufacturing capabilities. Its hardware is sourced from two major suppliers in China. The Debtor sources e-liquids from facilities based in the United States. As of Sept. 9, 2016, the Debtor had a total of 15 employees. NJOY filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 16-12076) on Sept. 16, 2016. The case is assigned to the Hon. Christopher S. Sontchi. The petition was signed by Jeffrey Weiss, general counsel and interim president. NJOY has hired Gellert Scali Busenkell & Brown, LLC as counsel, Sierraconstellation Partners, LLC as financial advisor, Cohnreznick Capital Markets Securities Investment LLC as investment banker. An official committee of unsecured creditors has tapped Fox Rothschild LLP as counsel. Homewood NJOY Acquisition, LLC, the affiliate of Douglas Teitelbaum and his Homewood Capital investment firm that won the bidding for the Debtor's assets, is is represented by David L. Eaton, Esq., and Michael Chu, Esq., at Kirkland & Ellis LLP. The Court approved the sale on November 15, 2016. Counsel to FLFC Lending Co. as Agent and DIP Lender, are Curtis S. Miller, Esq., and Andrew J. Roth-Moore, Esq., at MORRIS, NICHOLS, ARSHT & TUNNELL LLP; and Daniel F. Fiorillo, Esq., and Chad B. Simon, Esq., at OTTERBOURG P.C. NORTEL NETWORKS: Brown & Fox Rothschild Represent Trade Claimants ----------------------------------------------------------------- Brown Rudnick LLP and Fox Rothschild LLP, pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, filed with the U.S. Bankruptcy Court for the District of Delaware on Nov. 30, 2016, an amended verified statement, saying that they serve as counsel to a consortium of holders of unsecured (non-funded debt) claims in the Chapter 11 bankruptcy case of Nortel Networks Inc. and its affiliates. On May 12, 2015, the Nortel Trade Claim Consortium retained Brown Rudnick to represent it in connection with the holders' interests as holders of trade claims. On May 12, 2015, the Nortel Trade Claim Consortium retained Fox Rothschild to represent them as Delaware counsel in connection with these Chapter 11 cases. The Counsel do not represent or purport to represent any other entities with respect to the Debtors' Chapter 11 cases. In addition, the Consortium does not purport to act, represent, or speak on behalf of any other entities in connection with the Debtors' Chapter 11 cases. On June 22, 2015, the Counsel filed the Verified Statement of Brown Rudnick and Fox Rothschild pursuant to Fed. R. Bankr. P. 2019(a). The Holders or affiliates hold disclosable economic interests, or act as investment advisors or managers to funds and accounts of their respective subsidiaries that hold disclosable economic interests, in relation to the Debtors. The names, addresses, and the nature and amount of each disclosable economic interest of each Holder as of Nov. 28, 2016, are: A. ASM Capital LP 7600 Jericho Turnpike Suite 302 Woodbury, NY 11797 Unsecured Claims (U.S.): $15,650,000 Unsecured Claims (Canada): $70,000 B. Farallon Capital Management, LLC One Maritime Plaza Suite 2100 San Francisco, CA 94111 Unsecured Claims (U.S.): $13,727,042 Unsecured Claims (Canada): $17,740,846 C. Hain Capital Group, LLC 301 Route 17 - 6th Floor Rutherford, NJ 07070 Unsecured Claims (U.S.): $43,951,510.99 Unsecured Claims (Canada): $4,288,425 Administrative Claims: $2,782,292.28 Other Holdings: Unsecured Canadian Claims CAD$954,297.99 D. Silver Point Capital, L.P. Two Greenwich Plaza Greenwich, CT 06830 Unsecured Claims (U.S.): $45,524,886 Bond Holdings: $57,000,000 of 10.125% Notes $41,250,000 of 10.75% Notes E. Bowery Investment Management, LLC 1325 Avenue of the Americas, 28th Floor New York, NY 10019 Unsecured Claims (U.S.): $5,729,000 Unsecured Claims (Canada): $1,990,416 Other Holdings: Unsecured UK and CALA Claims $1,760,300.00 The Counsel reserves the right to amend or supplement this Statement as necessary, in accordance with Bankruptcy Rule 2019. The Counsel can be reached at: L. John Bird, Esq. Jeffrey M. Schlerf, Esq. FOX ROTHSCHILD LLP Citizens Bank Center 919 North Market Street, Suite 300 Wilmington, DE 19801 Tel: (302) 654-7444 Fax: (302) 656-8920 E-mail: lbird@foxrothschild.com jschlerf@foxrothschild.com -- and -- Steven D. Pohl, Esq. Christopher M. Floyd, Esq. BROWN RUDNICK LLP One Financial Center Boston, MA 02111 Tel: (617) 856-8200 Fax: (617) 856-8201 E-mail: spohl@brownrudnick.com cfloyd@brownrudnick.com About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates Commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., and Howard S. Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serve as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. An ad hoc group of bondholders also was organized. An Official Committee of Retired Employees and the Official Committee of Long-Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. The trial on how to divide proceeds among creditors in the U.S., Canada, and Europe commenced on Sept. 22, 2014. The question of how to divide $7.3 billion raised in the international bankruptcy of Nortel Networks Corp. was answered on May 12, 2015, by two judges, one in the U.S. and one in Canada. According to The Wall Street Journal, Justice Frank Newbould of the Ontario Superior Court of Justice in Toronto and Judge Kevin Gross of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the outcome: a modified pro rata split of the money. NORTEL NETWORKS: Wins Round in Battle Over Pension Liabilities -------------------------------------------------------------- Jacklyn Wille, writing for Bloomberg's Pension & Benefits Daily, reported that Nortel Networks Inc. won a victory in its fight with federal pension regulators when a bankruptcy judge rejected a briefing schedule proposed by the Pension Benefit Guaranty Corporation. According to the report, Nortel had clashed with the PBGC over how to value the company's unfunded pension liabilities. The PBGC claimed in 2009 that Nortel owed $593 million in pension payments, but the agency upped that amount to $708 million in 2014, a move that Nortel said lacked factual support, the report related. The judge's Nov. 22, 2016 decision setting an evidentiary hearing for Jan. 9 to 11, 2017, is a win for Nortel, which argued that the PBGC should be forced to turn over documents relevant to its valuation process, the Bloomberg report said. This move could signal the judge's ultimate willingness to settle on a liability figure closer to Nortel's suggested amounts, which ranged from $180 million to $460 million -- well short of either amount proposed by the PBGC, the report further related. In seeking to resolve the parties' legal disputes without formal discovery, the PBGC argued that all six bankruptcy courts that have considered the PBGC's valuations since 2003 have resolved the cases on legal grounds and without considering discovery, the report added. Nortel contested this assertion, arguing that the PBGC's position boiled down to the "single myopic concept" that discovery would be "too expensive," the report said. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., and Howard S. Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serve as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. An ad hoc group of bondholders also was organized. An Official Committee of Retired Employees and the Official Committee of Long-Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. The trial on how to divide proceeds among creditors in the U.S., Canada, and Europe commenced on Sept. 22, 2014. The question of how to divide $7.3 billion raised in the international bankruptcy of Nortel Networks Corp. was answered on May 12, 2015, by two judges, one in the U.S. and one in Canada. According to The Wall Street Journal, Justice Frank Newbould of the Ontario Superior Court of Justice in Toronto and Judge Kevin Gross of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the outcome: a modified pro rata split of the money. NORTHWEST HEALTH: Seeks Appointment of PCO Former Patients ---------------------------------------------------------- Northwest Health Summit, P.S., asks the U.S. Bankruptcy Court for the Eastern District of Washington to enter an order directing the appointment of a patient care ombudsman to represent the interests of its former patients with respect to all recorded patient health information, and to take such further actions as appropriate under the circumstances of the Chapter 11 bankruptcy case. According to the Debtor, despite its expressed concerns for the transition of former patients to new providers, and for the confidentiality, preservation, and portability of all recorded patient health care information, Inland Northwest Health Services d/b/a Engage (INHS) has not provided complete Medical Records to the Debtor, and may be unwilling or unable to do so. Therefore, the Debtor seeks the appointment and intervention of an Ombudsman to represent the interests of the patients in the case, and with respect to the rights of the former patients in their Medical Records. About Northwest Health Summit Northwest Health Summit, P.S. fka Women's Health Connection, P.S., dba Men's Health Connection, dba Women'S Health Connection, dba Metabolic Health Connection, dba Northwest Psychiatry and TMS Center filed a Chapter 11 petition (Bankr. E.D. Wash. Case No. 16-03406), on October 31, 2016. The Petition was signed by Debra Ravasia, M.D., president. The case is assigned to Judge Frederick P. Corbit. The Debtor's counsel is Barry W Davidson, Esq., Davidson Backman Medeiros PLLC. At the time of filing, the Debtor estimated assets and liabilities at $1 million to $10 million. NORTHWEST HEALTH: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Northwest Health Summit, P.S., as of Nov. 29, according to a court docket. About Northwest Health Summit Northwest Health Summit, P.S. fka Women'S Health Connection, P.S., dba Men's Health Connection, dba Women'S Health Connection, dba Metabolic Health Connection, dba Northwest Psychiatry and TMS Center filed a Chapter 11 petition (Bankr. E.D. Wash. Case No. 16-03406), on Oct. 31, 2016. The Petition was signed by Debra Ravasia, M.D., president. The case is assigned to Judge Frederick P. Corbit. The Debtor's counsel is Barry W Davidson, Esq., Davidson Backman Medeiros PLLC. At the time of filing, the Debtor estimated assets and liabilities at $1 million to $10 million. OFFSHORE DRILLING: Fitch Cuts Curr. Issuer Default Ratings to CCC ----------------------------------------------------------------- Fitch Ratings has downgraded the Long-Term Foreign and Local Currency Issuer Default Ratings (IDRs) for Offshore Drilling Holding SA (ODH) to 'CCC' from 'B-'. KEY RATING DRIVERS ODH's rating downgrade reflects the expected weakening of the company's credit profile as a result of the temporary suspension of Bicentenario operations. This increases ODH's re-contracting risk in general and specifically for this unit upon expiration on its currently suspended contract in June 2017. Additionally, Fitch does not expect ODH to generate enough cash flow from operations (CFFO) to cover interest expenses while Bicentenario is suspended and not receiving payments, which was further exacerbated by the recent contract renegotiations for Centenario and La Muralla IV resulting in lower day-rates. Fitch believes that while the company's liquidity position provides some near-term cushion, the high uncertainty surrounding the ability to secure a long-term contract for Bicentenario increases ODH's credit risk. The company has enough liquidity to cover at least the next interest payment in March 2017 and potentially the second annual instalment due September 2017 as well as operating expenses for the drilling units over the next six to 12 months. The notes also benefit from a one year debt service reserve account. As of June 30, 2016, consolidated cash on hand amounted to USD90 million of which USD41 million were related to the Guarantors. Additionally, the notes benefit from a one year debt service reserve account totaling approximately USD80 million. While ODH benefits from a competitive position in the Mexican market and good relationship with its offtaker Petroleos Mexicanos (PEMEX), the recent consolidation in the global oilfield services sector is likely to weaken the company's competitive position in an evolving industry that may favor larger players. DETERIORATED FINANCIAL METRICS Fitch does not expect ODH to generate enough CFFO to cover interest expenses while Bicentenario is suspended and not receiving payments, this situation has been further exacerbated by the recent contract renegotiations for Centenario and La Muralla IV resulting in lower day-rates. Fitch expects debt/EBITDA metrics to peak in 2017 exceeding 14.0x and to remain above 10.0x for the next three years, reflecting much weaker than initially expected EBITDA as a result of lower day rates and potential uncertainties related to Bicentenario resuming operations after 2017. Absent a material turn around in demand expectations, Fitch believes there is limited room for ODH to maintain a sustainable capital structure and business model. ROLL-OVER AND DAY-RATES RISK Throughout the oil and gas industry, companies are facing pressure to renegotiate day rates. This has already impacted ODH as day-rates for Centenario and La Muralla IV were both decreased to USD308,000 from USD365,000 and USD489,000, respectively, in exchange for an extension on the contracts. A larger concern remains the situation of the platform Bicentenario, which is currently not operating and which contract renewal remains uncertain, given Pemex's decision to significantly cut its investments in deep-water exploration. OIL PRICE PRESSURES Offshore drillers continue to face depressed market conditions due to lower demand and a significant oversupply of rigs. The severe decline in oil prices has compounded the effects of the offshore rig oversupply cycle resulting in continued global market day-rate deterioration. ODH's ratings also reflect the potential that persistently low oil & gas prices could extend the oilfield services down cycle beyond our current expectations potentially increasing ODH's liquidity risk. KEY ASSUMPTIONS Fitch's key assumptions within our rating cases for ODH include: -- Brent and West Texas Intermediate (WTI) oil prices trend toward a longer-term price of USD65/barrel; -- After expiration of the contracts for its drilling rigs, ODH may face difficulties re-contracting its assets; -- No revenues received for the operations of Bicentenario during 2017; -- Revised day-rates to USD308,000 for Centenario and La Muralla IV for the rating period; -- No dividend payments forecasted. RATING SENSITIVITIES Future developments that may, individually or collectively, lead to a negative rating action include: -- Failure to re-contract rigs following contract expiration; -- Deteriorating liquidity as a result of negative free cash flow (FCF) during Bicentenario contract suspension; -- Further material, sustained declines in oilfield services demand. No positive rating actions are currently contemplated over the near term given the continued weakness in the oilfield services outlook and Fitch's projections for leverage that exceeds through-the-cycle levels. LIQUIDITY ODH had cash and equivalents of $90 million, as of June 30, 2016. Approximately USD40 million of ODH's cash position is related to the Guarantors while the remaining is related to the non-guarantors. Supplemental liquidity is principally provided by the company's debt service reserve accounts, which as of June 2016 was USD110.4 million, USD79.9 million related to the debt service reserve account of the 2020 senior secured notes and USD30.5 million of La Muralla IV project finance. FULL LIST OF RATING ACTIONS Fitch has downgraded ODH's ratings as follows: -- Long-Term Foreign and Local Currency IDRs to 'CCC' from 'B-' -- Senior secured notes to 'CCC'/'RR4' from 'B-'/'RR4'. The Negative Rating Outlook has been removed. OLYMPIA OFFICE: 3 Affiliates' Voluntary Chapter 11 Case Summary --------------------------------------------------------------- Affiliates of Olympia Office LLC (Bankr. E.D.N.Y. Case No. 16-74892) filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- WA Portfolio LLC 16-75515 229 Linwood Avenue Cedarhurst, NY 11516 Mariners Portfolio LLC 16-75516 229 Linwood Avenue Cedarhurst, NY 11516 Seahawk Portfolio LLC 16-75517 229 Linwood Avenue Cedarhurst, NY 11516 Chapter 11 Petition Date: November 28, 2016 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Hon. Robert E. Grossman (16-75515) Hon. Alan S. Trust (16-75516 and 16-75517) Debtors' Counsel: Jordan Pilevsky, Esq. LAMONICA HERBST & MANISCALCO, LLP 3305 Jerusalem Avenue, Suite 201 Wantagh, NY 11793 Tel: 516-826-6500 Fax: 516-826-0222 E-mail: jp@lhmlawfirm.com Estimated Estimated Assets Liabilities ---------- ----------- WA Portfolio LLC $10M-$50M $50M-$100M Mariners Portfolio $10M-$50M $50M-$100M Seahawk Portfolio $10M-$50M $50M-$100M The petitions were signed by Scott G. Switzer, chief operating officer. A. WA Portfolio's List of Six Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ JSH Properties Unknown Lazer Apthaker Rosella & Yedid Legal Services $26,500 Margolin, Winer & Evens L Accounting $6,500 Services Midland Loan Servicing Unknown Robyn Tuerk, Esq. Legal Services $37,500 Superior Note Solutions Consulting $35,000 Services B. Mariners Portfolio's List of Six Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ George Casady Engineer $15,000 JSH Properties Unknown Lazer Apthaker Rosella & Yedid Legal Services $26,500 Margolin, Winer & Evens Accounting $6,500 Services Robyn Tuerk, Esq. Legal Services $37,500 Superior Note Solutions Consulting $35,000 Services C. Seahawk Portfolio's List of Six Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ George Casady Engineer $15,000 Lazer Apthaker Rosella & Yedid Legal Services $26,500 Margolin, Winer & Evens Accounting $6,500 Services Midland Loan Servicing Unknown Robyn Tuerk, Esq. Legal Services $37,500 Superior Note Solutions Consulting $35,000 Services OUTBOUND GROUP: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- The Outbound Group, Inc. 16-55971 28795 Goddard Road Building 6, Suite 200 Romulus, MI 48174 Mt. Carmel Leasing, LLC 16-55973 28795 Goddard Road Building 6, Suite 200 Romulus, MI 48174 Chapter 11 Petition Date: November 29, 2016 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Hon. Phillip J Shefferly (16-55971) Hon. Thomas J. Tucker (16-55973) Debtors' Counsel: Elliot G. Crowder, Esq. STEVENSON & BULLOCK, P.L.C. 26100 American Drive, Suite 500 Southfield, MI 48034 Tel: 248-354-7906 E-mail: ecrowder@sbplclaw.com - and - Ernest Hassan, Esq. STEVENSON & BULLOCK, P.L.C. 26100 American Drive, Suite 500 Southfield, MI 48034 Tel: (248) 354-7906 Fax: (248) 354-7907 E-mail: ehassan@sbplclaw.com Estimated Estimated Assets Liabilities ---------- ----------- The Outbound Group, Inc. $0-$50,000 $1M-$10M Mt. Carmel Leasing $0-$50,000 $0-$50,000 The petition was signed by Harry J. Zoccoli, III, shareholder. A copy of Outbound Group's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mieb16-59971.pdf A copy of Mt. Carmel Leasing's list of two unsecured creditors is available for free at http://bankrupt.com/misc/mieb16-59973.pdf OVERSEAS SHIPHOLDING: S&P Affirms 'B' CCR, Off CreditWatch Positive ------------------------------------------------------------------- S&P Global Ratings said that it has affirmed its 'B' corporate credit rating on U.S.-based Overseas Shipholding Group Inc. and removed the rating from CreditWatch, where S&P placed it with positive implications on Oct. 21, 2016. The outlook is stable. At the same time, S&P lowered its issue-level rating on the company's 8.125% senior unsecured notes due 2018 to 'B' from 'BB-' and revised S&P's recovery rating on the notes to '3' from '1'. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; lower half of the range) in the event of a payment default. This action reflects S&P's lowered estimate of the excess value available to the senior unsecured notes following the spinoff. In addition, S&P affirmed its 'BB-' issue-level rating on OSG's ABL revolver and secured term loan, both of which mature in 2019. The '1' recovery rating remains unchanged, indicating S&P's expectation for very high recovery (90%-100%) in the event of a payment default. "Our rating on OSG reflects the company's high leverage, the competitive nature of the shipping industry, and the softening economic conditions in the domestic U.S. shipping market," said S&P Global credit analyst Michael Durand. "The rating also reflects the company's smaller size, less diversified business, and increased customer concentrations following the spin-off of its international operating subsidiary, International Seaways." These issues are somewhat offset by the company's strong market position in the domestic shipping industry and its high contract coverage through time charters. The stable outlook on Overseas Shipholding Group reflects S&P's belief that the spin-off of the company's international subsidiary will reduce the volatility of its operating business given the high proportion of its domestic revenue derived from time charters and its decreased reliance on the spot market. However, S&P expects that the domestic shipping market will remain challenging over the next year given the weaker fundamentals. S&P could lower its rating on OSG over the next year if the company's earnings decline by more than S&P expects because of cyclical pressures, causing its FFO-to-debt ratio to decline below 5% for a sustained period. It is unlikely that S&P would raise its rating on OSG over the next year given the challenging conditions in the domestic liquid shipping industry. Over the longer-term, S&P could raise its rating on the company if its earnings improve such that its FFO-to-debt ratio increases and remains above 20% for a sustained period. OVERTON & OGBURN: Needs Until March 27 to File Chapter 11 Plan -------------------------------------------------------------- Overton & Ogburn Associates, Inc. asks the U.S. Bankruptcy Court for the District of Maryland to further extend the exclusive periods during which the Debtor may file a plan and solicit acceptances to its Chapter 11 plan by 120 days, or through March 27, 2017 and May 24, 2017, respectively. The Debtor owns a commercial property, which consists of 45,000 square feet of rentable space, and located at 909 Baltimore Boulevard, Westminster, Carroll County, Maryland 21157. The Debtor relates that during the exclusive period, the Debtor has retained Lee & Associates Chesapeake Region, LLC as Sales and Leasing Agent, with court approval, to assist in its reorganization efforts. Based upon conversations with the Sales and Leasing Agent, the Debtor has changed its marketing plan -- it has determined that the best method to realize value from the Commercial Property is to sell Commercial Property as one building, instead of creating three separate condominium units. The Debtor believes the sale of the entire Commercial Property will save the Debtor a significant amount of money in improvements needed to subdivide the Commercial Property, and attract a diverse group of potential purchasers, and thereby generate sufficient funds to repay its obligations in full to all creditors. Accordingly, the change in marketing tactics by the Debtor and the Sales & Leasing Agent has added a level of complexity to this case that warrants an extension of the exclusive periods. The Debtor believes that, with continued marketing, additional potential purchasers will come forward. Additionally, the sales market for the Commercial property is expected to pick up, as it does seasonally, in the beginning of next year. The Debtor is hopeful that with continued marketing the Commercial Property will be under contract for sale in the spring of 2017. About Overton & Ogburn Associates, Inc. Overton & Ogburn Associates, Inc. is a Maryland Corporation formed in 1976 with its principal office at 4626 Annapolis Road, Bladensburg, Maryland 20781. The Debtor is owned by John A. Overton. The Debtor is licensed to handle construction projects in the Commonwealth of Virginia and also owns a parcel of real property, commonly known as 909 Baltimore Boulevard, Westminster, Carroll County, Maryland 21157, improved by an office building. Overton & Ogburn Associates, Inc. filed a Chapter 11 petition (Bankr. D. Md. Case No. 16-14029), on March 29, 2016. The Petition was signed by John Overton Jr., president. The case is assigned to Judge David E. Rice. The Debtor is represented by Alan M. Grochal, Esq. at Tydings & Rosenberg, LLP. At the time of filing, the Debtor had both assets and liabilities estimated at $1 million to $10 million. The Debtor has retained Lee & Associates Chesapeake Region, LLC as Sales and Leasing Agent. PANDA LIBERTY: S&P Affirms 'B+' Rating on $435MM Term Loan ---------------------------------------------------------- S&P Global Ratings said it affirmed its 'B+' rating on Panda Liberty LLC's $435 million term loan B-1, $150 million term loan B-2, and $42 million letter of credit (LOC) facility. S&P also revised the outlook to positive from stable. At the same time, S&P revised the recovery rating on the senior secured debt to '2' from '1', indicating S&P's expectation for substantial (70%-90%; lower end of the range) recovery in the event of distress. Panda Liberty LLC is an 829 megawatt (MW) CCGT power plant located in northeastern Pennsylvania in Asylum Township, Bradford County. The construction of Panda Liberty began in late 2013 and finished in mid-2016. The two generating units successfully entered commercial operations in June and July, respectively, both dispatching into PJM Interconnection's Penelec Zone. "The positive outlook reflects our view that Panda Liberty would likely be able to maintain a minimum DSCR of 1.6x from our base case projection as well as manage any potential technical challenges that may arise during the ramp up period in order to sustain high availability," said S&P Global Ratings credit analyst Tony Mok. S&P would consider an upgrade when the new plant ramps up to stable conditions and maintains capacity factors in line with S&P's expectation. In addition, an upgrade is probable if the project achieves better financial performance that exceeds a minimum DSCR of 1.9x under S&P's base case estimate, likely as a result of improvement in power and capacity prices in PJM. S&P would lower the rating if the project experiences continuous ramp-up issues that would lead to poor operational performance and/or higher operating and maintenance expenditures. S&P also would consider a downgrade if the DSCR coverage falls to below 1.5x, likely as a result of unfavorable power as well as capacity prices due to changing market conditions, thus resulting in lower cash flows from operations for servicing its debt service obligations. PARAGON POOLS: Case Summary & 19 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Paragon Pools 7473 W Lake Mead Blvd, Suite 100 Las Vegas, NV 89128 Case No.: 16-16342 Chapter 11 Petition Date: November 28, 2016 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. August B. Landis Debtor's Counsel: Ryan A. Andersen, Esq. ANDERSEN LAW FIRM, LTD. 101 Convention Center Drive, Suite 600 Las Vegas, NV 89109 Tel: (702) 522 1992 Fax: (702) 825 2824 E-mail: randersen@andersenlawlv.com Total Assets: $23,554 Total Liabilities: $1.57 million The petition was signed by Joseph M. Vassallo, president. A copy of the Debtor's list of 19 largest unsecured creditors is available for free at http://bankrupt.com/misc/nvb16-16342.pdf PERFORMANCE SPORTS: Coliseum Interested in Buying Debtor -------------------------------------------------------- Coliseum Capital Management, LLC, disclosed in a filing with the U.S. Securities and Exchange Commission that the financial advisor of Performance Sports Group Ltd has provided Coliseum with the necessary consent to commence discussions with an affiliate of one of the co-owners of the purchaser under the Asset Purchase Agreement that the Company entered in connection with its restructuring process and its representatives about the possibility of Coliseum and the Purchaser, and/or one or more entities to be formed at their direction, acting together with respect to potential plans or proposals related to a potential transaction involving the Company. In a Schedule 13D/A filed with the SEC on Nov. 29, Coliseum said the discussions among them and representatives of the Purchaser are ongoing. It is uncertain whether Coliseum and the Purchaser, and/or an entity formed thereby, on the one hand, and the Company, on the other hand, will agree to any definitive agreement with respect to any Potential Transaction, or that any Potential Transaction will occur. Further, there can be no assurance that the Purchaser and Coliseum will reach any agreement on, or submit a plan or proposal with respect to, any Potential Transaction, or that a Potential Transaction will occur. Coliseum said it and the Purchaser presently have no collective intention with respect to acquiring, voting, holding or disposing of equity securities of the Company, including the Common Shares held by Coliseum (whether by tender offer, exchange offer, merger or otherwise). Accordingly, Coliseum and the Purchaser have not agreed to act together with respect to acquiring, voting, holding or disposing of equity securities of the Company. Coliseum may be reached at: Christopher Shackelton/Adam Gray Coliseum Capital Management, LLC Metro Center 1 Station Place, 7th Floor South Stamford, CT 06902 Coliseum disclosed in the filing that it and its affiliated entities may be deemed to beneficially own 4,310,239 shares or roughly 9.5% of the common shares of Performance Sports. Fola Akinnibi, writing for Bankruptcy Law360, noted that Coliseum is Performance Sports' third-largest shareholder. As reported by the Troubled Company Reporter, the Bankruptcy Court in Delaware and the Ontario Superior Court of Justice have granted the Company approval of, among other things, the bidding procedures and "stalking horse" bid protections in connection with the previously announced "stalking horse" asset purchase agreement, under which an acquisition vehicle to be co-owned by an affiliate of Sagard Capital Partners, L.P. and Fairfax Financial Holdings Limited, intends to acquire substantially all of the assets of the Company and its North American subsidiaries for U.S. $575 million in aggregate and assume related operating liabilities. About Performance Sports 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. On Oct. 31, 2016, 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 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. PERFORMANCE SPORTS: U.S. Trustee Forms 3-Member Equity Committee ---------------------------------------------------------------- Andrew Vara, acting U.S. trustee for Region 3, on Nov. 28 appointed a committee of equity security holders in the Chapter 11 case of Performance Sports Group Ltd. and its affiliates. The equity committee members are: (1) Weiss Multi-Strategy Advisers LLC Attn: Brenda A. Reed 320 Park Avenue, 20th Floor New York, NY 10022 Phone: 212-415-7179 (2) Dendera Capital Fund, LP Attn: Geoffrey W. Arems 747 Third Avenue, 26th Floor New York, NY 10017 Phone: 212-520-7875 (3) Kenneth S. Grossman 18 Norfolk Road Great Neck, NY 11020 Phone: 212-455-6702 The equity committee is represented by: Natalie D. Ramsey, Esq. Mark A. Fink, Esq. Montgomery, McCracken, Walker & Rhoads, LLP 1105 North Market Street, 15th Floor Wilmington, DE 19801 Tel: (302) 504-7800 Fax: (302) 504-7820 Email: nramsey@mmwr.com Email: mfink@mmwr.com -- and -- Robert J. Stark, Esq. Steven B. Levine, Esq. James W. Stoll, Esq. Andrew M. Carty, Esq. Brown Rudnick LLP Seven Times Square New York, NY 10036 Tel: (212) 209-4800 Fax: (212) 209-4801 Email: rstark@brownrudnick.com Email: slevine@brownrudnick.com Email: jstoll@brownrudnick.com Email: acarty@brownrudnick.com About Performance Sports 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. On Oct. 31, 2016, 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 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. Andrew R. Vara, Acting U.S. Trustee for Region 3, on Nov. 10 appointed three creditors of BPS US Holdings, Inc., parent of Performance Sports, to serve on the official committee of unsecured creditors. The Creditors' Committee retained by Blank Rome LLP as counsel, Cassels Brock & Blackwell LLP as Canadian co-counsel, and Province Inc. as financial advisor. Petition LLC Starts Anonymous Curated Restructuring News Service ---------------------------------------------------------------- Petition LLC, a Wyoming corporation organized on Sept. 15, 2016, has launched an anonymous Web site and electronic mail service to distribute "curated restructuring news." Petition LLC registered its petition11.com Internet domain name using GoDaddy's privacy services ten days prior to incorporation in Wyoming. To sign up for Petition LLC's weekly mailing, complete the form at http://eepurl.com/cjndB1and enter "PeterChapman" in the "Misc" box to let this new news service know that you learned about it through the Troubled Company Reporter. Petition LLC told Troubled Company Reporter editors earlier this week that its goal is "simply trying to democratize information and cut through some of the noise" in limited e-mail exchanges with this new publisher serving the corporate restructuring industry. "The aim is that by reading Petition for three-to-five minutes every week, our readers will have an understanding of the most relevant macroeconomic, industry-specific and company-specific news and themes," Petition LLC says. "There is news everywhere," Petition LLC says. "We analyze all relevant news stories and case filings, every day, and choose a handful (generally 7-10 stories) to explain in our weekly newsletter. We think this is a hugely valuable part of our service." Petition LLC can be reached at: Petition LLC 412 N. Main Street, Suite 100 Buffalo, WY 82834 E-mail: petition@petition11.com Petition LLC says that its "team features experience from biglaw, advisory & buyside." PLANET MERCHANT: Planet Group Buying All Assets for $12 Million --------------------------------------------------------------- Planet Merchant Processing, Inc., asks the U.S. Bankruptcy Court for the District of Nebraska to authorize the sale of substantially all assets to Planet Group, Inc. ("PGI") for $12,420,928, subject to overbid. The Debtor is a one-product software company. The software is called A360. A360 facilitates the back-end processing of debit and credit transactions in accordance with rules established by Visa, Master Card, Discover, and American Express ("Associations"). On the date the bankruptcy petition was filed, the Debtor had four executory contracts with four separate customers, namely TransFirst, L.L.C., EVO Merchant Services, L.L.C., WorldPay and First American Payments Systems. The Debtor's sole source of income was from these 4 contracts. However, because the Debtor had lost money on each of these 4 contracts over the prior 4 years, the Debtor chose to reject these contracts in bankruptcy. On Aug. 17, 2016, the Debtor filed motions to reject each of the 4 executory contracts with the Customers. Initially, the Customers objected to the Debtor's motions to reject executory contracts but withdrew their objections in September 2016. As a result, in September of 2016, the Court sustained all 4 of the Debtor's motions to reject executory contracts. Pursuant to 11 U.S.C. Section 365(n)(1)(B), all of the Customers have elected to retain their rights in the Debtor's intellectual property under their contracts with the Debtor as of the day prior to the filing of the bankruptcy. On Nov. 15, 2016, PGI, the parent company of the Debtor, filed a Proof of Claim wherein it asserted an unsecured, non-priority claim in the amount of $12,370,928 against the Debtor. As of the date of the Motion, no other claims have been filed against the Debtor. The Debtor maintains its position that a combination of the Debtor's software along with the employees of PGI which know how to operate and maintain the software, would have a significant value. However, the Debtor has received no offers to purchase only its software and it is unaware of any other party which may be interested in purchasing the Debtor's software other than PGI. The Debtor believes it is unlikely it will receive any benefit from additional marketing efforts, which may be costly and result in further delays. For the foregoing reasons, the Debtor believes it is in the best interest of the estate to sell its assets now for the highest and most valuable offer. On Nov. 15, 2016, PGI submitted an offer to the Debtor wherein it proposed to purchase all of the Debtor's software, including software upgrades and intellectual property relating thereto, and the Debtor's equipment and furniture, for a total purchase price of $12,420,928. This purchase price consists of a release of PGI's claim against the Debtor in the amount of $12,370,928 along with $50,000 in cash. PGI has agreed that the sale of these assets is on an "as is" basis with all faults, and subject to any interests which the Customers may have in the Debtor's software. The Debtor submits that it is in the estate's best interest to sell substantially all of the Debtors' assets to PGI or to the Successful Bidder under the bidding procedures proposed. The sale will provide the best economic opportunity: (a) to realize the value of the assets, (b) to pay all creditors the most which they could receive on their claims. The Debtor proposes to offer these assets for sale: (i) A360 software, including software updates, improvements and documentation; (ii) E360 software, including all software updates, improvements and documentation; (iii) Transaction Rejection and Repair; (iv) Balance Reconciliation; and (v) all furniture and equipment. The principal terms of the Bidding Procedures which the Debtor will apply regarding the sale of substantially all of the Debtor's assets are: a. Bid Deadline: Dec. 19, 2017 at 4:00 p.m. (CST) b. Overbid Increment: In cash and greater than or equal to the sum $6,000,000 plus $100,000. c. Deposit: $15,000 d. Auction: The Auction will be conducted at the law offices of the Debtors' Attorneys, McGill, Gotsdiner, Workman & Lepp, PC, L.L.O., 11404 West Dodge Road, Suite 500, Omaha, Nebraska, commencing at 10:00 a.m., on Dec. 21, 2017. e. Opening Bid: $6,000,000 plus the Overbid Increment. f. Successful Bid: $100,000 g. Sale Hearing: Jan. 4, 2016 h. Closing: Jan. 9, 2017. A copy of the Bidding Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Planet_Merchant_150_Sales.pdf The Debtor submits the Agreement is an arm's-length transaction, in which PGI has at all times acted in good faith and the fact that its offer will be subject to the Bidding Procedures set forth further reflects that its good faith. The Debtor, therefore, asks that the Court make a finding that PGI or the Successful Bidder has purchased the Sale Assets and assumed the Assumed Contracts in good faith within the meaning of Section 363(m) of the Bankruptcy Code. The Debtor asks the Court to enter an Order which approves the payment of the proceeds from the proposed sale into a separate, interest bearing, debtor-in-possession bank account and further provides that such funds will remain in such account until the Court approves of the distribution of such funds after notice to all creditors and parties-in-interest. The Purchaser is represented by: James J. Niemeier, Esq. MCGRATH, NORTH, MULLIN & KRATZ, P.C., L.L.O. First National Tower, Suite 3700 1601 Dodge Street Omaha, NE 68102 Telephone: (402) 341-3070 Facsimile: (402) 341-0216 E-mail: jniemeier@mcgrathnorth.com About Planet Merchant Processing About Planet Merchant Processing, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D. Neb. Case No. 16-81243) on Aug. 17, 2016. The Hon. Thomas L. Saladino presides over the case. The petition was signed by Dennis O'Brien, president. The Debtor estimated $1 million to $50 million in assets and liabilities. McGill, Gotsdiner, Workman & Lepp, P.C., L.L.O., is the Debtor's counsel. PNW ARMS: Hearing on Plan Outline Set For Dec. 6 ------------------------------------------------ The U.S. Bankruptcy Court for the District of Idaho will hold on Dec. 6, 2016, at 9:30 a.m., Pacific Time, a hearing to consider the adequacy of PNW Arms, LLC's disclosure statement referring to the Debtor's plan of liquidation. About PNW Arms, LLC PNW Arms, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 16-20457) on June 21, 2016. The petition was signed by Mark Baciak, managing member. The case is assigned to Judge Terry L. Myers. The Debtor is represented by Bruce A. Anderson, Esq., at Elsaesser Jarzabek Anderson Elliott & Macdonald, Chtd. At the time of the filing, the Debtor estimated its assets and debt at $1 million to $10 million. PORTER BANCORP: Board Okays 1-for-5 Reverse Stock Split ------------------------------------------------------- Porter Bancorp, Inc., parent company of PBI Bank, announced that its board of directors has approved a 1-for-5 reverse stock split of the Company's issued and outstanding Common Shares and Non-Voting Common Shares. The Reverse Stock Split will take effect at 5:00 p.m. eastern time on Friday, Dec. 16, 2016. Porter Bancorp's Common Shares will begin trading on the NASDAQ Capital Market on a split-adjusted basis when the market opens on Monday, Dec. 19, 2016. At the Effective Time: * Each Common Share issued and outstanding immediately before the Effective Time will be automatically changed into one- fifth of a Common Share; * Each Non-Voting Common Share issued and outstanding immediately before the Effective Time will be automatically changed into one-fifth of a Non-Voting Common Share; and * Any fractional share resulting from those changes will be rounded up to one whole Post-Split Common Share, or Post- Split Non-Voting Common Share, as the case may be. No shareholders will receive cash in lieu of fractional shares. At the PBIB Annual meeting in May 2016, holders of the Company's Common Shares authorized the Company's board of directors to implement a reverse stock split during the twelve-months ending on the date of the 2017 Annual Meeting and to select a reverse split ratio within the range of 1-for-2 up to 1-for-10. The Reverse Stock Split will affect all shareholders uniformly, and will not affect any shareholder's percentage ownership interest in the Company or proportionate voting power. The Reverse Stock Split is intended to increase the trading price per share of the Company's Common Shares, with the objective to make the Common Shares a more attractive and cost effective investment and enhance liquidity for our shareholders. Many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in lower-priced stocks or tend to discourage individual brokers from recommending lower-priced stocks to their customers or clients. The Company's Non-Voting Common Shares are being included in the Reverse Stock Split to maintain a 1-for-1 ratio at which the Non-Voting Common Shares convert into Common Shares upon transfer by a holder. The following table shows the number of the Company's Common Shares and Non-Voting Common Shares issued and outstanding as of Nov. 25, 2016, and the approximate number of Common Shares and Non-Voting Common Shares that would be issued and outstanding after the Reverse Stock Split. Issued and Issued and Outstanding Outstanding After Reverse (as of Nov. 25, 2016) Stock Split --------------------- ------------- Common Shares 23,156,969 4,631,400 Non-Voting Common Shares 7,958,000 1,591,600 The Company's stock transfer agent, American Stock Transfer and Trust Company, LLC, will manage the exchange of stock certificates. Shareholders of record will receive a letter of transmittal providing instruction for the exchange of their old stock certificates as soon as practicable following the effectiveness of the reverse stock split. Shareholders should not send in their old stock certificates until they receive a letter of transmittal from the transfer agent. Shareholders who hold their shares in brokerage accounts are not required to take any action to affect the exchange of their shares. Street name shareholders will be contacted by their brokers with any instructions. About Porter Bancorp Porter Bancorp, Inc., is a bank holding company headquartered in Louisville, Kentucky. Through its wholly-owned subsidiary PBI Bank, the Company operates 18 full-service banking offices in 12 counties in Kentucky. Porter Bancorp reported a net loss of $3.21 million on $36.57 million of interest income for the year ended Dec. 31, 2015, compared to a net loss of $11.15 million on $39.51 million of interest income for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Porter Bancorp had $915.3 million in total assets, $871.7 million in total liabilities and $43.62 million in total stockholders' equity. The Company's auditor Crowe Horwath, LLP, in Louisville, Kentucky, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that "the Company has incurred substantial losses in 2015, 2014 and 2013, largely as a result of asset impairments resulting from the re-evaluation of fair value and ongoing operating expenses related to the high volume of other real estate owned and non-performing loans. In addition, the Company's bank subsidiary is not in compliance with a regulatory enforcement order issued by its primary federal regulator requiring, among other things, increased minimum regulatory capital ratios as well as being involved in various legal proceedings in which the Company disputes material factual allegations against the Company. Additional losses, adverse outcomes from legal proceedings or the continued inability to comply with the regulatory enforcement order may result in additional adverse regulatory action. These events raise substantial doubt about the Company's ability to continue as a going concern." POWER EFFICIENCY: New Owners Need More Time to File 10-Q -------------------------------------------------------- Power Efficiency Corporation filed with the Securities and Exchange Commission a Form 12b-25 notifying the delay in the filing of its quarterly report on Form 10-Q for the period ended Sept. 30, 2016. In April, 2012, the Company ceased being a reporting company with the SEC under the Securities and Exchange Act of 1934. From April 2012 through July 2015, the Company was dormant except for the limited liquidation of certain assets. In July, 2015, new management purchased, in a private transaction with a large stockholder, a controlling interest in the Company's voting securities and since such time has embarked on creating a new business plan and plan of operations for the Company. The Company's new businesses will focus on energy management, Distributed Energy Resources and Battery Energy Storage Systems for grid balancing services to the Independent System Operators; load shifting for utilities; energy management, through storage for C&I customers; and microgrids for energy security. Our primary objective will be to build, own, and operate distributed energy resources and BESS to develop a portfolio of income producing projects. T he Company may develop and own these projects, participate as a large or small stakeholder or partial owner in these projects, or enter into joint ventures with various financial or operating partners. As part of its business plan, new management has determined that the Company should return to being a fully reporting company under the Securities and Exchange Act of 1934 and the SEC's rules promulgated thereunder. To that end, the Company filed a registration statement on Form 10 with the SEC, which became effective as of Tuesday, Oct. 11, 2016. The Company intends to file an amendment to its Form 10 as soon as possible in order to respond to SEC comments and to update the financial statements, management discussion and analysis and other information and business information contained in the filing. The new filing will include financial statements for the quarterly period ended June 30, 2016. The Company has not generated any operating revenue since 2012, and has not generated any income or revenue during the current fiscal year 2016. According to the regulatory filing, the Company's management has been focused on developing its business plan and participating in particular energy management and development related projects, and its focus on the business operations of the Company, along with operating with minimal staffing and management has resulted in delays in amending its Form 10 and with preparing the Form 10-Q which will otherwise be due on Nov. 25, 2016. Due to these factors, the Company said additional time is needed for the Company to compile and complete all necessary financial information for the financial statements which will be included in the Form 10-Q. As a result, the Company's Quarterly Report on Form 10-Q was not filed before its due date. The Company intends to file the Form 10-Q for the fiscal quarter ended Sept. 30, 2016, as soon as practicable. The Company gives no assurance that it will file the Form 10-Q for the fiscal quarter ended Sept. 30, 2016, during the five-day extension period (Nov. 30, 2016). About Power Efficiency Las Vegas, Nevada-based Power Efficiency Corporation (OTC: PEFF) - - http://www.powerefficiency.com/-- is a clean technology company focused on efficiency technologies for electric motors. The Company reported a net loss of $3.61 million in 2011, compared with a net loss of $3.27 million in 2010. The Company's balance sheet at Dec. 31, 2011, showed $2.92 million in total assets, $2.26 million in total liabilities and $661,090 in total stockholders' equity. For 2011, BDO USA, LLP, in Las Vegas, Nevada, noted that the Company has suffered recurring losses and has generated negative cash flows from operations, among other matters, which raises substantial doubt about its ability to continue as a going concern. Bankruptcy Warning The Company said in its annual report for the year ended Dec. 31, 2011, that continuation of the Company as a going concern is dependent upon achieving profitable operations or accessing sufficient operating capital. Management's plans to achieve profitability include developing new products such as hybrid motor starters and single-phase to three-phase converters, developing business in the Asian market, obtaining new customers and increasing sales to existing customers. Management is seeking to raise additional capital through equity issuance, debt financing or other types of financing. However, there are no assurances that sufficient capital will be raised. If the Company is unable to obtain it on reasonable terms, the Company would be forced to restructure, file for bankruptcy or significantly curtail operations. PREMIER EXHIBITIONS: Euclid Entities Seek Exclusivity Termination ----------------------------------------------------------------- BankruptcyData.com reported that Euclid Investments and Euclid Claims Recovery filed with the U.S. Bankruptcy Court a motion for entry of order terminating Premier Exhibitions' exclusive period to file a Chapter 11 plan and solicit acceptances thereof. The motion explains, "It is axiomatic that the centerpiece of a chapter 11 case is the development, proposal and ultimate confirmation of a plan of reorganization, and the requirement for good faith negotiation among the debtor and its stakeholders is a paramount condition in that undertaking. With these cases now almost six months old, the debtors here have not only failed to engage constructively or in good faith with the official committees, but based on what can be gleaned from the public case record, they have failed to engage in any manner whatsoever in plan negotiations with the committees. In fact, these debtors show such an astounding disregard for the fundamental chapter 11 process that they appear hostile to the very existence of the crucial statutory committees. This imperial attitude of debtor management is nowhere more clear than in its unilateral approach to the plan process. From the very inception of these cases, the debtors' sole publicly stated concept of a 'plan' has been singular and unbending: a) prosecute and win the French litigation; b) assuming a litigation win, sell only that small number of Titanic artifacts necessary to pay creditors; and c) emerge from chapter 11 and go back to business as usual. The debtors apparently would have all parties in interest sit on their hands and do nothing to formulate any alternative plan while they fumble along in pursuit of the French litigation." About Premier Exhibitions Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta, Georgia, is a foremost presenter of museum quality exhibitions throughout the world. Premier --http://www.PremierExhibitions.com -- is a recognized leader in developing and displaying unique exhibitions for education and entertainment including Titanic: The Artifact Exhibition, BODIES...The Exhibition, Tutankhamun: The Golden King and the Great Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real Pirates in partnership with National Geographic. The success of Premier Exhibitions, Inc. lies in its ability to produce, manage, and market exhibitions. RMS Titanic and seven of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 16-02230) on June 14, 2016. Former Chief Financial Officer and Chief Operating Officer Michael J. Little signed the petitions. The Debtors estimated both assets and liabilities of $10 million to $50 million. The Chapter 11 cases are assigned to Judge Paul M. Glenn. Guy Gebhardt, acting U.S. trustee for Region 21, on Aug. 24, 2016, appointed three creditors to serve on the official committee of unsecured creditors of RMS Titanic, Inc., and its affiliates. The Committee hired Storch Amini & Munves PC and Thames Markey & Heekin, P.A. as counsel. QUIKRETE HOLDINGS: Moody's Affirms B1 Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service affirmed Quikrete Holdings, Inc.'s B1 Corporate Family Rating and B1-PD Probability of Default Rating following Quikrete's announcement that it is acquiring Hydro Conduit Corporation d/b/a Rinker Materials Concrete Pipe Division ("Rinker"). In related rating actions, Moody's affirmed the B1 rating assigned to the company's senior secured term loan due 2023, which is being increased to $2.4 billion from $2.3 billion, and assigned a B3 rating to the proposed $200 million second lien senior secured term loan due 2024. Proceeds from the second lien term loan, $100 million term loan due 2023 add-on, $126 million drawdown under the revolving credit facility and cash on hand will be used to acquire Rinker, and to pay related fees and expenses. The rating outlook is stable. Following closing of the proposed transaction, Quikrete's debt capital structure will consist of a $325 million asset-based senior secured asset-based revolving credit facility expiring 2021 (unrated), of which approximately $126 million will be outstanding at closing, a $2.4 billion senior secured term loan due 2023, and a $200 million second lien senior secured term loan due 2024. Quikrete is acquiring Rinker for $500 million, excluding fees and expenses, from CEMEX S.A.B. de C.V. Rinker manufactures reinforced concrete pipe and other related products in the U.S. Rinker's products are sold for infrastructure (50% of Rinker's revenues), residential (28%) and non-residential (22%) end markets. Quikrete indicates the acquisition of Rinker adds reinforced concrete pipe and other related products to Contech Holdings, Inc.'s existing offerings of corrugated metal and PVC pipes, and other related products. Quikrete acquired Contech on November 15. Rinker also expands into new markets, and further reduces reliance on home centers and local repair and remodeling activity. The following ratings/assessments were affected by this action: Issuer: Quikrete Holdings, Inc. Affirmations: -- Corporate Family Rating, affirmed at B1; -- Probability of Default Rating, affirmed at B1-PD; -- Senior secured first lien term loan, affirmed at B1 (LGD4) Assignments: -- Senior secured second lien term loan, assigned B3 (LGD6) Outlook Actions: -- Outlook, Remains Stable RATINGS RATIONALE Quikrete's B1 Corporate Family Rating remains appropriate at this time despite increased levels of debt. "We expect solid operating margins to remain a credit strength. Additionally, sustained strength in US construction markets -- remodeling, housing and infrastructure - support revenue and earnings growth. Quikrete's good liquidity profile characterized by free cash flow generation throughout the year, and some revolver availability, gives it financial flexibility to contend with its basic cash obligations despite higher leverage and debt service payments. Free cash flow is expected to be used for debt reduction." Moody's said. Balance sheet debt at closing of the Rinker acquisition is increasing to $2.7 billion, 18.5% higher from levels in mid-November when Quikrete acquired Contech. Leverage is worsening and is currently weak relative to current ratings. Moody's estimates debt leverage worsening to around 5.5x on a pro forma basis, but trending towards 4.75x over the next 12 to 18 months and becoming more supportive of the ratings. Pro forma analysis includes revenues and earnings from Rinker, as well as some cost savings from synergies. Our standard adjustments add about $120 million of additional debt for operating lease commitments. Absolute levels of debt have steadily increased due to multiple debt-financed acquisitions, reaching historical levels, resulting in total adjusted balance sheet debt of nearly $2.8 billion on a pro forma basis. "We anticipate better debt leverage metrics over the next 12 to 18 months due to higher earnings and lower debt balances reduced from free cash flow. Interest coverage, defined as EBITA-to-interest expense, remains reasonable relative to ratings despite deteriorating to about 3.1x pro forma from 3.5x calculated for the additional debt used for the Contech acquisition. Quikrete is benefitting from low-interest debt, despite significantly higher debt balances." Moody's said. Domestic construction is highly cyclical, and could turn downward very quickly, posing a significant credit risk to Quikrete. Multiple acquisitions at nearly the same time, and expansion into new markets creates integration challenges, delaying potential cost benefits from synergies and reducing the amount of free cash flow used for debt reduction. The B3 assigned to the proposed second lien term loan due 2024 two notches below the Corporate Family Rating, results from its position as the most junior debt in the Quikrete's capital structure and effective subordination to almost $2.725 billion of more senior debt. Positive rating actions could take place if Quikrete integrates its acquisitions, benefits from strength in its key end markets, and practices conservative capital deployment, resulting in the following credit metrics and characteristics: -- Debt-to-EBITDA remaining below 4.0x -- Improved liquidity profile -- Permanent debt reduction Moody's does not anticipate any further rating pressures at this time. However, negative rating actions could occur over the longer term should Quikrete's performance falls below Moody's expectations, resulting in the following credit metrics and characteristics: -- Debt-to-EBITDA remaining above 5.0x -- EBITA-to-interest expense sustained below 2.5x -- Deterioration in the company's liquidity profile -- Large debt-financed acquisitions -- Significant shareholder-friendly activities The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. Quikrete Holdings, Inc., headquartered in Atlanta, GA, is a North American manufacturer and distributor of packaged concrete and cement mixes, segmental concrete, and ceramic tile installation products. Sales for these products are derived from the domestic home repair and remodeling end market through predominately national retail chains. It is also a leading designer, manufacturer and distributor of engineered water infrastructure solutions for the domestic construction end markets. The Winchester family owns 100% of Quikrete. R&B VENTURES: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of R&B Ventures, LLC, as of Nov. 29, according to a court docket. R&B Ventures, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 16-03414) on Nov. 1, 2016. The petition was signed by Richard Oxford, member. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $100,000. Dan O'Rourke, Esq., at Southwell & O'Rourke, P.S., serves as the Debtor's bankruptcy counsel. RABBE FARMS: Plan Solicitation Period Extended Until Jan. 6 ----------------------------------------------------------- Bankruptcy Judge Kathleen H. Sanberg of the District of Minnesota extended the exclusive period during which Rabbe Farms LLP and its affiliated debtors may obtain acceptances of a plan of reorganization until January 6, 2017. As reported by the Troubled Company Reporter, the Debtors asked the Court to extend their exclusive period within which they may obtain confirmation of a plan, contending that Rabbe Farms and Rabbe Ag entered into a global settlement with Farmers State Bank of Trimont including a settlement of plan treatment in the Rabbe Farms and Rabbe Ag cases, and that the Court approved the settlement. Upon entry of the Order, Rabbe Farms and Rabbe Ag will promptly submit their revised plans and disclosure statements. The Debtors further contended that Farmers State Bank and North Country Seed, LLC had also reached an agreement regarding plan treatment that involved a sale and relief from stay. Consequently, a motion to approve the sale was scheduled for Nov. 2, 2016, and accompanying that motion was a motion for relief from stay which was heard on Nov. 3. Upon approval of the motions, North Country will submit a revised plan and disclosure statement. The Debtors told the Court that these agreements with Farmers State Bank require the Bank to support the plans of the Debtors and with such support the Debtors can now move forward to confirmation. About Rabbe Farms LLP Headquartered in Ormsby, Minnesota, Rabbe Farms LLP, dba Rabbe Grain Co., dba Rabbe Grain Elevator, filed for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case No. 15-33479) and affiliates Rabbe Ag Enterprises General Partnership (Bankr. D. Minn. Case No. 15-33481) and North Country Seed, LLC (Bankr. D. Minn. Case No. 15-33482) filed separate Chapter 11 bankruptcy protection on Sept. 29, 2015. The petitions were signed by Joel Rabbe, general partner. Judge Kathleen H Sanberg presides over the cases. The Debtors are represented by Ralph Mitchell, Esq., at Lapp Libra Thomson Stoebner & Pusch. Rabbe Farms estimated its assets at between $1 million and $10 million and liabilities at $10 million to $50 million. Rabbe Ag Enterprises estimated its assets at $0 to $50,000 and liabilities at $500,000 to $1 million. North Country Seed estimated its assets at $0 to $50,000 and liabilities at $1 million to $10 million. RAIN CII: Moody's Affirms B3 CFR & Alters Outlook to Positive ------------------------------------------------------------- Moody's Investors Service changed the outlook on Rain CII Carbon LLC to positive from negative. At the same time, Moody's affirmed all ratings, including the Corporate Family Rating (CFR) of B3, the B3 rating on the second lien senior secured notes. Affirmations: Issuer: Rain CII Carbon LLC -- Probability of Default Rating, Affirmed B3-PD -- Corporate Family Rating, Affirmed B3 -- Backed Senior Secured Regular Bond/Debenture, Affirmed B3 (LGD3) Outlook Actions: Issuer: Rain CII Carbon LLC -- Outlook, Changed To Positive From Negative Affirmations: Issuer: Rain Escrow Corporation (Assumed by Rain CII Carbon LLC) -- Backed Senior Secured Regular Bond/Debenture, Affirmed B3 (LGD3) RATINGS RATIONALE The change in outlook reflects the company's improved performance in the past two quarters on the back of the ramp-up of Severtar coal tar distillation plant developed by a joint venture with Russian steel company Severstal OAO, improving cost savings trend, and the development of the company's blending and marketing strategy catering to growing demand from smelters in India. As the improved trend in performance continues, we expect the company's leverage to decline. The B3 CFR continues to reflect the company's high leverage. A significant proportion of revenue is derived from sales of CPC and CTP to the aluminum industry, which continues to face headwinds and will continue to pressure performance, even though the company has been able to maintain the spread between the CPC selling prices and input costs by relaxing quality specifications. "We believe that Rain will maintain adequate liquidity over the next four quarters, supported by roughly neutral free cash flows and its cash position." Moody's said. Liquidity is further enhanced by a $100 million asset-based revolver (ABL) that expires in 2020 and a EUR 40 million asset-based commercial paper (ABCP) program. "We expect RCC to maintain sufficient availability under the ABL and ABCP over the next four quarters." Moody's said. The B3 rating on the senior secured notes, in line with the CFR, reflects the fact that these instruments comprise a substantial proportion of the capital structure. The rating or outlook could be favorably impacted should the company show sustained improvement in operating performance. Specifically, the ability to sustain leverage (as measured by debt/EBITDA) of around 5.0 times could lead to a positive rating action. The ratings could experience downward pressure if the fundamentals of its business were to further dramatically deteriorate or key suppliers or off-takers were to move their business or curtail operations. In addition, the rating could be negatively impacted if leverage, as measured by the debt/EBITDA ratio, continues to be sustained around current levels or if liquidity deteriorates. The principal methodology used in these ratings was "Global Steel Industry" published in October 2012. Rain CII Carbon LLC (RCC) is a wholly owned subsidiary of Rain Carbon Inc which is an indirect wholly owned subsidiary of Rain Industries Limited (RIL), an Indian domiciled company. RCC and its sister subsidiary Rain CII Carbon (Vizag) Limited (RCCVL), an Indian domiciled calcining company, are among the top calciners globally. RCC sells calcined petroleum coke (CPC) for two principal end uses: the production of aluminum and the production of titanium dioxide, although the aluminum industry remains the company's most significant end market. RCC also sells steam and electricity from waste heat generated during the calcining process. Through its Ruetgers N.V. (Ruetgers) subsidiary, the company also engages in coal tar distilling and the production of coal tar pitch (CTP), along with co-products such as naphthalene oil, aromatic oils and other carbon chemicals (with even less dependency to aluminum). For the twelve months ending September 30, 2016, RCC generated approximately $1.1 billion of revenues. RE/MAX LLC: Moody's Assigns Ba3 Corporate Family Rating ------------------------------------------------------- Moody's Investors Service assigned first time ratings to RE/MAX, LLC (an indirect subsidiary of publicly-traded RE/MAX Holdings, Inc., "Re/Max"). The Corporate Family rating ("CFR") was assigned at Ba3, the Probability of Default rating at Ba3-PD, the proposed $235 million senior secured 1st lien term loan due 2023 at Ba3, and the proposed $10 million senior secured 1st lien revolving credit facility due 2021 at Ba3. The rating outlook is stable. The proceeds of the term loan and approximately $53 million of balance sheet cash will be used to refinance Re/Max's existing credit facility, fund the acquisitions of the regional master franchise rights for the states of New Jersey, Kentucky, Tennessee and Georgia and the southern Ohio region, covering about 7,000 agents, for $95 million and pay transaction-related fees and expenses. Issuer: RE/MAX, LLC Assignments: -- Corporate Family Rating, at Ba3 -- Probability of Default Rating, at Ba3-PD -- Senior Secured 1st lien term loan due 2023, at Ba3 (LGD3) -- Senior Secured 1st lien revolving credit facility due 2021, at Ba3 (LGD3) Outlook: -- Outlook is Stable RATINGS RATIONALE The Ba3 CFR reflects Moody's expectations for moderate debt to EBITDA around 3 times, solid 10% free cash flow to debt and stable revenues. Re/Max has a strong market position and brand recognition as the world's largest real estate broker by agent count. The global base of over 100,000 agents and the stable per agent fee rate are key determinants of the company's revenues and make revenues highly predictable. Moody's anticipates low single digit revenue growth driven by continued agent count growth of around 5% per year and ongoing improvements in the US existing home sale market. Solid EBITA margins already above 50% could be expanded with realization of cost synergies from the announced acquisitions. Moody's considers Re/Max's liquidity profile good, with support from at least $50 million of cash expected at all times, at least $25 million of free cash flow and the unused $10 million revolver. All financial metrics cited reflect Moody's standard adjustments. Moody's expects that the announced master franchise rights acquisitions will boost reported revenues by about $15 million and EBITDA by around $11 million in 2017. Moody's anticipates RE/MAX may continue to supplement organic growth through opportunistic acquisition of independent regional franchisers, which could be financed through additional borrowings. The potential for additional debt financed acquisitions weighs on the Ba3 CFR. Re/Max's founder and CEO Dave Liginer owns an approximately 42% equity stake in the company, but controls about 59% of the voting rights until October 2018. The risk of more aggressive financial policies, including a higher tolerance for financial leverage, after October 2018 also weighs on the ratings. The stable ratings outlook reflects Moody's expectations for approximately 5% growth in agent count to drive low single digit revenue growth. Given the risk of more aggressive financial policies after the expected 2018 change in control, a ratings upgrade is not likely in the near term. However, the ratings could be upgraded if Moody's anticipates Re/Max will: 1) maintain conservative financial policies; 2) expand the size and scope of revenues through product and regional expansion; and 3) maintain debt to EBITDA below 3 times. The ratings could be downgraded if: 1) revenue or profitability declines due to pricing pressure or agent count declines; 2) Re/Max shifts towards more aggressive financial policies; 3) Moody's expects debt to EBITDA to be sustained over 4 times; or 4) Moody's anticipates free cash flow to debt to remain around 8%. The principal methodology used in these ratings was "Business and Consumer Service Industry" published in October 2016. Re/Max sells regional franchise rights and collects continuing real estate brokerage franchise fees, annual dues, broker fees, new franchise sales and franchise renewals. Moody's expects revenues of approximately $190 million in 2017. REGATTA CONSTRUCTION: Has Until Dec. 15 to File Chapter 11 Plan --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts extended Regatta Construction, Inc. and Regatta Property Management, LLC's exclusive period to file a Chapter 11 Plan of Reorganization from November 15, 2016 to December 15, 2016. The Debtors previously sought the extension of their exclusive period to file a chapter 11 plan, contending that they had recently reached an agreement with their largest secured creditor, North Shore Bank, concerning treatment of the secured claims held by the Bank against the Debtor. The Debtors further contended that based on the agreement, the Debtors were currently working on a consensual joint Chapter 11 plan of reorganization which the Debtors' anticipate filing within the next few weeks. The Debtors sought for additional time to adequately prepare the joint plan of reorganization and accompanying disclosure statement, including obtaining all necessary financial projections and valuations to support confirmation of the plan or reorganization, as well as the adequacy of the financial information to be included in the disclosure statement. About Regatta Construction, Inc. Regatta Construction, Inc., et al. filed for Chapter 11 protection (Bankr. D. Mass. Case No. 16-11885) on May 18, 2016. The petition was signed by Christian Tosi, president. Judge Frank J. Bailey presides over the case. The Debtor is represented by George J. Nader, Esq., at Riley & Dever, P.C. The Debtor estimated assets of $1 million to $10 million and estimated liabilities of $0 to $50,000. RENEWABLE ASSET MANAGEMENT: Case Summary & 20 Top Unsec. Creditors ------------------------------------------------------------------ Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ --------- Renewable Asset Management Company, LLC 16-37669 119 S. Ellsworth Ave. Naperville, IL 60540 FMSI of Delaware, Inc. 16-37671 119 S. Ellsworth Ave. Naperville, IL 60540 FMSI Consumer Credit Corporation 16-37672 119 S. Ellsworth Ave. Naperville, IL 60540 FMSI-Financial Resources, LLC 16-37673 119 S. Ellsworth Ave. Naperville, IL 60540 Three Marketiers, LLC 16-37674 119 S. Ellsworth Ave. Naperville, IL 60540 Chapter 11 Petition Date: November 29, 2016 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Pamela S. Hollis (16-37669) Hon. Donald R Cassling (16-37671) Hon. Jacqueline P. Cox (16-37672) Hon. Jack B. Schmetterer (16-37673) Hon. Carol A. Doyle (16-37674) Debtors' Counsel: Bryan E. Minier, Esq. LATHROP & GAGE LLP 155 North Wacker Drive, Suite 3000 Chicago, IL 60606 Tel: 312.920.3328 Fax: 312.920.3301 Email: bminier@lathropgage.com Estimated Estimated Assets Liabilities ---------- ----------- Renewable Asset Management Company $1M-$10M $10M-$50M FMSI of Delaware, Inc. $10M-$50M $10M-$50M FMSI Consumer Credit Corporation $0-$50,000 $0-$50,000 FMSI-Financial Resources, LLC $0-$50,000 $0-$50,000 Three Marketiers, LLC $50K-$100K $50K-$100K The petitions were signed by Timothy Turek, not individually, but as receiver for Debtors. A. Renewable Asset Management's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ AAA Tree Service $21,548 Centrair Energy $31,589 Clean Energy $93,508 Solutions of CA Firstar Development $41,420 Green Solar Technologies $46,200 Huhn Electric $24,004 Next Solar $41,336 NV Construction $20,825 Sky High Energy $35,986 SolarPonics $61,829 STI Solar $220,308 Sun Horizon Solar $34,000 Sunfinity Solar Electric $137,084 Taft Stettinius Hollister $12,618 TBD Party - Subordinated $3,108,211 Unsecure Note TBD Party - $50,000 Subordinated Unsecure Note TBD Party - $200,000 Subordinated Unsecured Note TBD Party - $166,440 Subordinated Unsecured Note The United Solar $32,256 Volta Solar, Inc. $56,475 B. List of FMSI of Delaware's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Auburn Supply Company $7,658 Automatic Irrigation $61,135 Contractor Supply Company $18,460 Crawford Supply Company $6,908 Davis Pipe & Supply $32,203 Dunn-Rate Services $9,424 Experian $41,091 FMSI - Propower Green $154,619 FMSI Revolving Credit $246,060 Gateway Supply $5,878 J. Lorber Company $8,193 Lute Supply $41,572 M Cooper Supply $20,145 Munch's Supply Company $13,991 Newmark Corporation $9,913 NIA Hiffman $6,053 Subordinated $1,917,221 Investment Notes Payable Unknown Taft Stettinius Hollister $56,975 The PrivateBank and Trust Company Unknown Wm F. Meyer Co. $68,720 C. FMSI Consumer Credit's Largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ The Private Bank Unknown and Trust Company D. FMSI-Financial Resources's Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ The Private Bank Unknown and Trust Company E. Three Marketiers's List of 12 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Avaline $75 Bullet Line $336 DAC Group/Broom $1,360 Daniel Leister $1,500 Federal Express Corp. $72 H.M. Schmidt Co. $2,953 Kurtz Bros $3,532 Leeds $5 Michael Blake $58 Norwood $19,959 The Private Bank and Trust Unknown Company Tracy Cox $2,269 REPUBLIC AIRWAYS: Court Approves Merger with Shuttle America ------------------------------------------------------------ BankruptcyData.com reported that the U.S. Bankruptcy Court approved Republic Airways Holdings' motion, pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code and Bankruptcy Rule 6004, for approval of (i) the merger of Shuttle America into Republic Airline and (ii) surrender of the Shuttle America air carrier certificate. As previously reported, "The need to consolidate the Debtors' operations arises in large part from the national shortage of qualified pilots and acute national shortage of qualified regional airline pilots. Approval of the Motion will provide certainty to the Debtors and unlock important benefits that will begin accruing immediately upon completion of the Merger. Consolidation of the Debtors' flying operations through the Merger under a single Republic Airline ACC will result in significant economic benefits and operational efficiencies for the Debtors that will begin to accrue immediately upon the Merger, and is essential to the Debtors' ability to optimize their crew resources, which is crucial to their success following their emergence from chapter. [T]he Motion is not asking the Court to ignore corporate separateness or formalities; rather the Debtors are seeking the Court's approval of a merger under state law based on sound business reasons that will benefit both the Debtors, their respective estates, and all their respective creditors. Under the Court's order approving the United settlement, Delta's and United's claims against Shuttle America and Republic Airline, aggregating $365.1 million, will be allocated between Shuttle America and Republic Airline such that the percentage recoveries to general unsecured creditors from the Shuttle America and Republic Airline estates will be equal or as nearly equal as possible….Thus, neither creditors of Republic Airline nor Shuttle America will be prejudiced by the Merger of the two entities as it will not affect their ultimate recoveries." About Republic Airways Based in Indianapolis, Indiana, Republic Airways Holdings Inc., (OTCMKTS:RJETQ) owns Republic Airline and Shuttle America Corporation. Republic Airline and Shuttle America -- http://www.rjet.com/-- offer approximately 1,000 flights daily to 105 cities in 38 states, Canada, the Caribbean and the Bahamas through Republic's fixed-fee codeshare agreements under our major airline partner brands of American Eagle, Delta Connection and United Express. The airlines currently employ about 6,000 Aviation professionals. Republic Airways Holdings Inc. and six affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-10429) on Feb. 25, 2016. The petitions were signed by Joseph P. Allman as senior vice president and chief financial officer. Judge Sean H. Lane has been assigned the cases. As of Jan. 31, 2016, on a consolidated basis, Republic had assets and liabilities of $3,561,000,000 and $2,971,000,000 (unaudited), respectively. Zirinsky Law Partners PLLC and Hughes Hubbard & Reed LLP are serving as Republic's legal advisors in the restructuring. Seabury Group LLC is serving as financial advisor. Deloitte & Touche LLP is the independent auditor. Prime Clerk is the claims and noticing agent. The U.S. Trustee for Region 2 appointed seven creditors of Republic Airways Holdings Inc. to serve on the official committee of unsecured creditors. The Committee retained Morrison & Foerster LLP as attorneys and Imperial Capital, LLC, as investment banker and co-financial advisor. RESIDENTIAL CAPITAL: Ally to Pay $52-Mil. to Resolve DOJ Probe -------------------------------------------------------------- Josh Beckerman, writing for The Wall Street Journal, reported that Ally Financial Inc. said it will pay $52 million under a settlement related to Residential Capital LLC mortgage-backed securities. According to the report, Ally said the settlement with the U.S. Justice Department resolves all outstanding DOJ investigations and potential claims concerning the securities. The lender said in a Nov. 2, 2016 securities filing that it was in advanced settlement talks and had reserved $52 million, the report related. Ally said it agreed to withdraw the broker-dealer registration of Ally Securities LLC, which isn't a "strategically significant part of the company," the report further related. The move won't affect Ally's ongoing operations, the report noted. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.7 billion in assets and $15.3 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11 Plan co-proposed by Residential Capital and the Official Committee of Unsecured Creditors. * * * The ResCap Liquidating Trust was established in December 2013 under the Second Amended Joint Chapter 11 Plan of Residential Capital, LLC, et al. to liquidate and distribute assets of the debtors in the ResCap bankruptcy case. The Trust maintains a website at www.rescapliquidatingtrust.com, which Unitholders are urged to consult, where Unitholders may obtain information concerning the Trust, including current developments. RITCHIE BROS.: S&P Assigns 'BB' CCR & Rates US$500MM Notes 'BB-' ---------------------------------------------------------------- S&P Global Ratings said it assigned its 'BB' long-term corporate credit rating to Vancouver-based Ritchie Bros. Auctioneers Inc. The outlook is stable. At the same time, S&P Global Ratings assigned its 'BBB-' issue-level rating and '1' recovery rating to the company's existing US$675 million revolving credit facility and US$325 million term loan. S&P Global Ratings also assigned its 'BB-' issue-level rating and '5' recovery rating (10%-30%, lower end of range) to the company's proposed US$500 million unsecured notes. Because the recovery on the notes is at the lower end of the range, if the unsecured notes are upsized above US$500 million, S&P could revise the recovery rating to '6' (0%-10%). "We base our ratings on the expectation that the company will close the acquisition in the first half of 2017; Ritchie will use proceeds from the proposed issuance and term loan to fund the IronPlanet acquisition," said S&P Global Ratings credit analyst Aniki Saha-Yannopoulos. "Concurrent with the acquisition, the unsecured credit facilities will become secured by the assets of the combined Ritchie and IronPlanet entity," Ms. Saha-Yannopoulos added. The recovery analysis is based on S&P's expectation that the company's revolving facility and term loan will remain secured at the time of default. Based on the credit agreement, the facilities may release the security if the corporate credit rating is investment-grade or the consolidated leverage ratio is less than 3x for two consecutive quarters. S&P would need to reassess recovery in this scenario, which would likely have positive recovery implications for the proposed notes. Ritchie is the world's largest industrial auctioneer focusing on the sale of heavy equipment. Its core business provides unreserved auction services to customers worldwide. The company plans to acquire IronPlanet for US$784.3 million and expects to close the acquisition in first-half 2017, subject to regulatory approvals. IronPlanet provides its auction services though online-only platforms, and complements Ritchie's end-user customer base. The fair business risk profile assessment on Ritchie reflects S&P's view of the company's operations in the highly fragmented and competitive used equipment reselling business, limited geographic diversity, and low barriers to entry. Also incorporated into S&P's assessment is Ritchie's brand and reputation; its position as the largest industrial auctioneer; exposure to multiple sectors that should limit cash flow volatility; and the company's stable profitability, as evidenced by its EBITDA margins. Ritchie is the largest industrial auctioneer of capital equipment while IronPlanet provides the same service through an online-only platform. With the acquisition, S&P expects Ritchie to generate revenues through multiple sales channels (from live auctions to private listings) while expanding its customer base to corporate accounts, original equipment dealers, and government entities. Ritchie generates its revenues through the commission and fees on lots sold through its auction services. The stable outlook on Ritchie reflects S&P's view that the company will continue to generate revenues as it increase its gross auction proceeds and integrate the IronPlanet acquisition, and also maintain stable profitability, namely, EBITDA margin above 40%. The company's credit measures should improve somewhat with adjusted debt-to-EBITDA expected at about 2.5x over the following 12 months, post-closing IronPlanet, before Ritchie considers reinstating its share repurchase program. Although S&P do not expect to raise its ratings in the next 12 months, S&P could consider a positive action if Ritchie is able to achieve and sustain adjusted debt-to-EBITDA below 2x and discretionary cash flow-to-debt above 30%. In this scenario, S&P would anticipate higher-than-expected revenues and EBITDA margins (at least 30% and 4% higher, respectively) following the integration of IronPlanet. Although S&P views a downgrade as unlikely at this time, it could lower the rating if Ritchie pursues an aggressive financial policy, using more debt than S&P forecasts to fund shareholder-friendly initiatives or large acquisitions, such that it achieves and sustains adjusted debt-to-EBITDA increases above 3.5x. S&P could also lower the rating if adverse changes in operating conditions, such as a global economic recession or unexpected integration costs, lead to weakness in operating or measures. SAMSON RESOURCES: Hearing on Rival Plan Outlines Moved to Dec. 8 ---------------------------------------------------------------- At the Bankruptcy Court's direction, the hearing to consider approval of: -- Samson Resources Corporation and its debtor-affiliates' Amended Disclosure Statement, proposed solicitation procedures and related voting materials, and -- the Disclosure Statement explaining the Official Committee of Unsecured Creditors' Joint Chapter 11 Plan for the Samson Resources debtors, and related solicitation materials, has been continued until Dec. 8, 2016, at 11 a.m. The Disclosure Statement hearing was initially set for Nov. 30. At the hearing, the Court will also consider: -- Response of Yvonne Bryson Levy to the Debtors' Disclosure Statement; -- a Limited Objection and Reservation of Rights of EnerVest Operating LLC to the Debtors' Disclosure Statement; -- the United States Trustee's Objection to the Debtors' Disclosure Statement; -- the U.S. Trustee's limited objection to the Committee's Disclosure Statement. The Court will also consider at next Thursday's hearing the Debtors' proposal to tap a mediator, and the Committee's response to the request. As reported by the Troubled Company Reporter, the Committee filed with the Court its own Chapter 11 plan of liquidation for the Debtors. The Committee's Plan contemplates selling all of the Debtors' assets, prosecuting valuable causes of action of the Debtors, and distributing the resulting proceeds to holders of allowed claims. It is premised on the concept that, by any reasonable metric, the Debtors' remaining assets are worth substantially more if they are sold in an orderly, responsible manner than if they continue to be owned and operated by the Debtors, as proposed in the Plan the Debtors filed with the Court. The Committee's Plan preserves all Causes of Action of the Debtors' estates, other than against parties being released under the Committee's Plan, while the Debtors' Plan releases all Causes of Action against the First Lien Secured Parties, the Second Lien Secured Parties, and the Sponsors for no tangible value to the Debtors' estates. The Committee believes that the Debtors' estates have valuable Causes of Action against the Selling Shareholders arising out of the approximately $7 billion they received from the Debtors in connection with the failed 2011 leveraged buyout, which will constitute a major driver of value for holders of Allowed Claims after the Effective Date. In addition to preserving Causes of Action against the Selling Shareholders, the Committee's Plan preserves, or otherwise settles for meaningful value, as applicable, Causes of Action against the First Lien Secured Parties, the Second Lien Secured Parties, the Debtors' current and former equity holders (including the Sponsors of the 2011 Acquisition), and the Debtors' current and former directors and officers. A full-text copy of the Committee's Disclosure Statement is available at: http://bankrupt.com/misc/del15-11934-1644.pdf The Debtors, on May 16, 2016, filed a new debt-for-equity Chapter 11 Plan. The Plan contemplates an exchange of First Lien Claims for new first lien debt (including commitments under a new reserve-based revolving credit facility), Cash (including proceeds from Asset Sales, if any), and new common equity. As reported by the TCR on Sept. 26, 2016, Samson Resources filed with the Court a disclosure statement for the second amended joint Chapter 11 plan of reorganization, which, the Debtors said, has the support of certain second lien lenders holding approximately 39 percent of second lien secured claims. According to the Debtors' Plan, on the Effective Date, or as soon thereafter as reasonably practicable, each holder of an allowed Class 5 General Unsecured Claims will receive its pro rata distribution of the beneficial interests in the settlement trust and the settlement trust recovery proceeds on account of interests in accordance with the Settlement Trust Waterfall. The Debtors estimate that General Unsecured Claims total approximately $3.5 billion. Under the Plan: -- the Debtors' first lien lenders will receive a full recovery, distributed in cash (including proceeds from asset sales) and new secured debt; -- the Debtors' second lien lenders will receive substantially all of the equity in the Reorganized Debtors; and -- a liquidating trust will be established to monetize certain unencumbered assets to satisfy or reimburse obligations under the Plan and provide for an ultimate distribution to unsecured creditors to the extent of available proceeds. The Amended Disclosure Statement is available at: http://bankrupt.com/misc/deb15-11934-1317.pdf About Samson Resources Corporation Samson Resources Corporation, et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-11934) on Sept. 16, 2015. Philip W. Cook, the executive vice president and CFO, signed the petition. The Debtors estimated assets and liabilities of more than $1 billion. Samson is an onshore oil and gas exploration and production company with interests in various oil and gas leases primarily located in Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming. The Operating Companies operate, or have royalty or working interests in, approximately 8,700 oil and gas production sites. Samson was acquired by KKR and Crestview from Charles Schusterman in December 2011 for approximately $7.2 billion. The investor group provided approximately $4.1 billion in equity investments as part of the purchase price. Kirkland & Ellis LLP represents the Debtors as general counsel. Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel. Alvarez & Marsal LLC acts as the Debtors' financial advisor. Blackstone Advisory Partners L.P. serves as the Debtors' Investment banker. Garden City Group, LLC, serves as claims and noticing agent to the Debtors. Andrew Vara, acting U.S. trustee for Region 3, appointed three creditors of Samson Resources Corp. and its affiliated debtors to serve on the official committee of unsecured creditors. The Committee has tapped White & Case LLP as counsel and Farnan LLP as local counsel. * * * In September 2016, Judge Sontchi denied Samson Resources' Motion for extension of their exclusive periods to file and solicit acceptances of their chapter 11 plan. Samson sought an extension of its exclusivity period by another six months through March 2017. SAMSON RESOURCES: JPMorgan Blasts Committee Disclosure Statement ---------------------------------------------------------------- JPMorgan Chase Bank, N.A., as administrative and collateral agent -- First Lien Agent -- under the Credit Agreement, dated as of Dec. 21, 2011, by and among Samson Investment Company, the First Lien Agent and the lenders party thereto, objects to the approval of the disclosure statement explaining the Official Committee of Unsecured Creditors' Joint Chapter 11 Plan for Samson Resources Corporation and its debtor affiliates. JPMorgan contends that the Committee Disclosure Statement: (a) lacks adequate information regarding the potential outcomes from votes on the coercive settlements proposed in the Committee Plan; (b) provides no meaningful information on the Committee's methodology -- to the extent there is one -- in estimating the litigation recoveries that are the backbone of its proposed settlements as well as the supposed source for creditor recoveries; and (c) omits key information on the Disputed Claims Reserve it would establish as the sole recourse for satisfaction of the First Lien Secured Parties' claim if they do not accept the Committee's proposed settlement. JPMorgan reminds the Court that each of these issues is integral to the Committee's proposed path to emergence -- as each is determinative of when and what distributions can be made to creditor classes -- so allowing the Committee to proceed with solicitation before remedying its flawed disclosure would deprive creditors of meaningful choice. JPMorgan also asserts that the Committee Disclosure Statement is improperly filled with conclusory assertions and self-serving opinions regarding several key issues in these Chapter 11 Cases, which the First Lien Agent submits should either be stricken or modified before solicitation begins. Absolute Priority Rule JPMorgan notes that the Committee Plan purports to be dual-tracked, covering a scenario in which settlements would be coerced from the Debtors' two senior creditor constituencies and approved by the Court, and a scenario in which such settlements are not reached and/or approved. Under the settlement scenario, the Committee presumes that the First Lien Secured Parties and Second Lien Secured Parties will both stipulate to reduced claim amounts and collateral values, which will be deemed binding on all parties, and that these reduced claims will be paid a set amount on the plan effective date and additional amounts if and when such amounts are received (e.g., from litigation recoveries from non-settling parties). The non-settlement scenario envisions lengthy litigation with the parties while allowing immediate distributions to junior creditors who are the Committee's primary constituents (a scenario which, the Committee neglects to mention, raises numerous confirmability issues). According to JPMorgan, if the First Lien Secured Parties reject the Committee's settlement proposal and the Second Lien Secured Parties accept the Committee's proposal, the Committee Plan would purport to pay the Second Lien Secured Parties $180 million on the Effective Date -- presumably from the First Lien Secured Parties' collateral. Yet the First Lien Secured Parties would receive nothing on the Effective Date or thereafter as the Committee's claims are litigated, available Debtor assets shrink (via distributions to other creditors and Plan Administrator expenses), and the First Lien Secured Parties' senior claims increase in allowable amounts (as Section 506(b) permits, particularly for fees and interest, to the extent that the senior creditors are oversecured). And this risk is not merely academic, JPMorgan continues. In fact, if causes of action survive confirmation, and the First Lien Secured Parties prevail in subsequent litigation, the Committee implicitly concedes that the First Lien Secured Parties are oversecured creditors: the Debtors have already received more than $600 million in proceeds from sales of encumbered assets, and the Committee has stated that it believes it can obtain more from liquidating the Debtors' remaining assets than the $500 million to $600 million total enterprise value that the Debtors ascribe to the lenders' collateral. JPMorgan contends the Committee's Plan and Disclosure Statement completely ignore that distributing proceeds of the First Lien Secured Parties' collateral before their claims are determined could adversely affect the First Lien Secured Parties' ability to fully recover on their claims. If distributions are made to junior creditors, and the First Lien Secured Parties do not recover their fully secured claims, this plainly violates the absolute priority rule as codified at 11 U.S.C. Section 1129(b)(2)(B)(ii) as well as the intercreditor agreement among the First Lien Secured Parties and the Second Lien Secured Parties (enforceable in these proceedings under Section 510(a) of the Bankruptcy Code). As a result, to the extent the Committee plans to make distributions to junior classes out of senior creditors' collateral before such claims are determined and allowed, the Committee should be asked to provide authority for how it could implement a plan under this scenario. The Committee Disclosure Statement should make clear that, in any event, all junior classes may see distributions delayed to the extent that senior classes vote to reject the Committee Plan. With respect to the second scenario, JPMorgan notes the Committee has proposed a settlement to the First Lien Secured Parties which, even if accepted by the First Lien Secured Parties, may nonetheless prove to be completely illusory. Specifically, if the First Lien Secured Parties accept the Committee's proposed settlement and the Second Lien Secured Parties successfully challenge the $915 million valuation stipulation incorporated therein, the First Lien Secured Parties' settlement is no longer binding. The Committee Disclosure Statement nowhere explains the impact of a successful valuation challenge, despite the fact that the Committee itself recognizes that true asset values belie any argument that the First Lien Secured Parties are undersecured (and the Second Lien Secured Parties unsecured), absent the Committee hitting the jackpot on its long-odds litigation theories. In order to be able to properly evaluate the settlement proposed to it, the First Lien Secured Parties, along with all other interested parties, must be provided with additional information on why the Committee believes that the Court will bind junior creditors to a settlement founded upon not only an artificial stipulation on value, but one that the Committee concedes is at odds with the real world. According to JPMorgan, even if this disclosure issue were remedied, the Committee appears to face a separate -- and insurmountable -- absolute priority challenge to its plan. Under the settlement scenario, rather than receiving their stipulated (and reduced) secured claim of $915 million, the First Lien Secured Parties would receive only $840 million while re-routing the remaining $75 million of their secured claim to the holders of Allowed General Unsecured Claims. That distribution, however, would bypass an intermediate, protesting class of Second Lien Secured Parties, who are senior to the holders of Allowed General Unsecured Claims. The Committee Disclosure Statement fails to note that this gives rise to "gifting" issues that render this aspect of the Committee Plan unconfirmable on its face. Before the Committee Disclosure Statement can be approved, the Committee should provide additional information -- beyond a simple conclusory statement that the Committee believes that the Second Lien Secured Parties will be bound -- regarding how and why they believe their plan can be squared with directly contrary Third Circuit precedent, or, to the extent they are relying on the Intercreditor Agreement to achieve this objective, how they arrive at their conclusion under that agreement. JPMorgan points to decisions in In re Armstrong World Indus., Inc., 432 F.3d 507, 514 (3d Cir. 2005) (affirming denial of plan confirmation for plan that proposed distribution of warrants to prior equity holders over objection of unsecured creditors); and In re DBSD N. Am., Inc., 634 F.3d 79, 99 (2d Cir. 2011) (noting that senior creditors may choose not to demand certain value, but "they may not 'surrender' part of th[at] value" to other lower-priority creditors as "a gift" as the gifting doctrine "does not square with the text of the Bankruptcy Code"). Counsel to JPMorgan Chase Bank, N.A., as First Lien Agent: FOX ROTHSCHILD LLP Jeffrey M. Schlerf, Esq. L. John Bird, Esq. Citizens Bank Center 919 North Market Street, Suite 300 Wilmington, DE 19801 Telephone: (302) 654-7444 Facsimile: (302) 656-8920 - and - Sean T. Scott, Esq. Aaron Gavant, Esq. Tyler R. Ferguson, Esq. MAYER BROWN LLP 71 S. Wacker Drive Chicago, IL 60606 Telephone: (312) 782-0600 Facsimile: (312) 701-7711 E-mail: stscott@mayerbrown.com - and - Charles S. Kelley, Esq. MAYER BROWN LLP 700 Louisiana St., Ste. 3400 Houston, TX 77002-2730 Telephone: (713) 238-2634 Facsimile: (713) 238-4634 E-mail: ckelley@mayerbrown.com About Samson Resources Corporation Samson Resources Corporation, et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-11934) on Sept. 16, 2015. Philip W. Cook, the executive vice president and CFO, signed the petition. The Debtors estimated assets and liabilities of more than $1 billion. Samson is an onshore oil and gas exploration and production company with interests in various oil and gas leases primarily located in Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming. The Operating Companies operate, or have royalty or working interests in, approximately 8,700 oil and gas production sites. Samson was acquired by KKR and Crestview from Charles Schusterman in December 2011 for approximately $7.2 billion. The investor group provided approximately $4.1 billion in equity investments as part of the purchase price. Kirkland & Ellis LLP represents the Debtors as general counsel. Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel. Alvarez & Marsal LLC acts as the Debtors' financial advisor. Blackstone Advisory Partners L.P. serves as the Debtors' Investment banker. Garden City Group, LLC, serves as claims and noticing agent to the Debtors. Andrew Vara, acting U.S. trustee for Region 3, appointed three creditors of Samson Resources Corp. and its affiliated debtors to serve on the official committee of unsecured creditors. The Committee has tapped White & Case LLP as counsel and Farnan LLP as local counsel. * * * In September 2016, Judge Sontchi denied Samson Resources' Motion for extension of their exclusive periods to file and solicit acceptances of their chapter 11 plan. Samson sought an extension of its exclusivity period by another six months through March 2017. The Debtors have filed a plan of reorganization. The Creditors' Committee has filed a competing plan of liquidation. SCRIPSAMERICA INC: Committee Opposes Exclusivity Extension ---------------------------------------------------------- BankruptcyData.com reported that ScripsAmerica's official committee of unsecured creditors filed with the U.S. Bankruptcy Court an objection to the Debtor's motion to extend the exclusive period during which Debtor may file a Chapter 11 plan and solicit acceptances thereof. The committee asserts, "The Debtor cannot establish that 'cause' exists to extend the Exclusive Periods because the Debtor meets none of the relevant factors to establish 'cause' in the Third Circuit. Specifically: The Debtor has not (and cannot) make good faith progress towards a reorganization. The Debtor has nothing to reorganize, no reasonable likelihood of rehabilitation and no valid reorganizational purpose. The Debtor has had more than sufficient time to develop a confirmable plan. The Debtor is seeking an extension of the Exclusive Periods solely in an attempt to further disenfranchise the Committee. In what can only be characterized as an unprecedented strategy, the Debtor has repeatedly blocked the Committee from exercising its fiduciary obligation to assess the scope of the Debtor's estate, monitor its financial affairs and locate and marshal the Debtor's assets in an efficient manner by barring the Committee from proceeding with discovery, informal or otherwise. The Debtor has refused to negotiate in good faith with the Committee. Instead of engaging the Committee, the Debtor is seeking to disband the Committee (or, alternatively, remove Ironridge Global Partners and Robert Schneiderman from the Committee) and refusing to provide the Committee with informal discovery." About ScripsAmerica, Inc. ScripsAmerica, Inc., filed a Chapter 11 petition (Bankr. D. Del. Case No. 16-11991) on Sept. 7, 2016. The petition was signed by Jeffrey J. Andrews, chief financial officer. At the time of filing, the Debtor had $600,000 in total assets and $4.65 million in total debt as of Sept. 6, 2016. Ciardi Ciardi & Astin has been tapped as bankruptcy counsel, Equity Partners HG LLC as investment banker, and Bederson LLP as accountant. The U.S. Trustee appointed two creditors to the official committee of unsecured creditors, Ironridge Global Partners, LLC and Robert Schneiderman. SCRIPSAMERICA INC: Committee Seeks to Hire Bayard as Legal Counsel ------------------------------------------------------------------ The official committee of unsecured creditors of ScripsAmerica, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire legal counsel. The committee proposes to hire Bayard, P.A. to give legal advice regarding its duties under the Bankruptcy Code, assist in negotiations on any proposed bankruptcy plan, investigate the Debtor's pre-bankruptcy transactions, and provide other legal services related to the Debtor's Chapter 11 case. The attorneys and paralegal designated to provide the services and their hourly rates are: Scott Cousins, Esq. $675 Justin Alberto, Esq. $475 Evan Miller, Esq. $450 Gregory Flasser, Esq. $305 Larry Morton $295 Tammy Stoner $295 Scott Cousins, Esq., a director at Bayard, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Scott D. Cousins, Esq. 222 Delaware Avenue, Suite 900 Wilmington, DE 19899 Tel: (302) 655-5000 Fax: (302) 658-6395 Email: scousins@bayardlaw.com About ScripsAmerica Inc. ScripsAmerica, Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No. 16-11991) on Sept. 7, 2016. The petition was signed by Jeffrey J. Andrews, chief financial officer. At the time of filing, the Debtor had $600,000 in total assets and $4.65 million in total debt as of Sept. 6, 2016. Ciardi Ciardi & Astin has been tapped as bankruptcy counsel, Equity Partners HG LLC as investment banker, and Bederson LLP as accountant. The U.S. trustee appointed two creditors to the official committee of unsecured creditors, Ironridge Global Partners, LLC and Robert Schneiderman. SCRIPSAMERICA INC: Committee Taps EisnerAmper as Financial Advisor ------------------------------------------------------------------ The official committee of unsecured creditors of ScripsAmerica, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire a financial advisor. The Debtor proposes to hire EisnerAmper LLP to provide these services: (a) analyzing the financial operations of the Debtor; (b) assisting the committee in its analysis and review of the Debtor's monthly statements of operations; (c) analyzing the Debtor's budgets, cash flow projections, restructuring programs and other reports; (d) performing forensic investigating services; (e) verifying the physical inventory of supplies, equipment and other material assets and liabilities; (f) analyzing transactions with insiders; (g) performing claims analysis for the committee; (h) preparing and submitting reports to the committee; (i) assisting the committee in its review of the financial aspects of a plan of reorganization or liquidation; (j) attending meetings of creditors and conferences with representatives of the creditor groups and their counsel; (k) preparing hypothetical orderly liquidation analyses; (l) consulting with the committee regarding the marketing and sale of any assets of the Debtor; (m) analyzing the financial ramifications of any proposed transactions for which the Debtor seeks court approval; and (n) providing assistance, including expert testimony and analysis in support of potential litigation. The EisnerAmper personnel who were designated to represent the committee and their hourly rates are: Wayne Weitz Managing Director $610 Edward Phillips Partner $550 Ryan Farley Manager $320 Meanwhile, the hourly rate charged by any EisnerAmper associate who may assist the committee range from $185 to $420. Paraprofessionals are paid between $125 to $180 per hour. Wayne Weitz, managing director of EisnerAmper, disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Wayne P. Weitz EisnerAmper LLP 750 Third Avenue New York, NY 10017 Phone: 212-949-8700 About ScripsAmerica Inc. ScripsAmerica, Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No. 16-11991) on Sept. 7, 2016. The petition was signed by Jeffrey J. Andrews, chief financial officer. At the time of filing, the Debtor had $600,000 in total assets and $4.65 million in total debt as of Sept. 6, 2016. Ciardi Ciardi & Astin has been tapped as bankruptcy counsel, Equity Partners HG LLC as investment banker, and Bederson LLP as accountant. The U.S. trustee appointed two creditors to the official committee of unsecured creditors, Ironridge Global Partners, LLC and Robert Schneiderman. SERVICEBURY LLC: Case Summary & 2 Unsecured Creditors ----------------------------------------------------- Debtor: Servicebury, LLC 470 Washington Street Brighton, MA 02135 Case No.: 16-14530 Chapter 11 Petition Date: November 29, 2016 Court: United States Bankruptcy Court District of Massachusetts (Boston) Judge: Hon. Frank J. Bailey Debtor's Counsel: John F. Sommerstein, Esq. LAW OFFICES OF JOHN F. SOMMERSTEIN 98 North Washington Street, Suite 104 Boston, MA 02114 Tel: (617) 523-7474 Email: jfsommer@aol.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Nicholas Heras, manager. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/mab16-14530.pdf SEVENTY SEVEN: Wilks Bros. Discloses 5.4% Stake as of Oct. 20 ------------------------------------------------------------- Dan H. Wilks, Staci Wilks and Wilks Brothers, LLC, all based in Cisco, Texas, disclosed that they may be deemed to beneficially own 1,192,072 shares or roughly 5.4% of the Common Stock, Par Value $0.01, of SSE as of Oct. 20, 2016. Based on 22,000,000 shares of Common Stock of the Issuer issued and outstanding as of August 4, 2016, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 filed with the SEC on August 9, 2016. A copy of the Wilks' disclosure is available at https://is.gd/bMXNhz About Seventy Seven Energy Seventy Seven Operating LLC (SSO) is the primary operating subsidiary of Seventy Seven Energy Inc. (SSE), a privately held oilfield services company based in Oklahoma City, OK. SSE, through SSO and its subsidiary companies owns and operates drilling rigs, pressure pumping equipment and other oilfield services assets and operates primarily in the Midcontinent and the Permian, Haynesville, Eagle Ford and Appalachian basins. Each of Seventy Seven Finance Inc., Seventy Seven Energy Inc., Seventy Seven Operating LLC, Great Plains Oilfield Rental, L.L.C., Seventy Seven Land Company LLC, Nomac Drilling, L.L.C., Performance Technologies, L.L.C., PTL Prop Solutions, L.L.C., SSE Leasing LLC, Keystone Rock & Excavation, L.L.C. and Western Wisconsin Sand Company, LLC filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 16-11409 to 16-11419, respectively) on June 7, 2016. The Debtors listed total assets of $1.77 billion and total liabilities of $1.72 billion. The Debtors engaged Baker Botts LLP as general bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Lazard Freres & Co. LLC as investment banker; Alvarez & Marsal as restructuring advisor; and Prime Clerk LLC as notice, claims and balloting agent. Judge Laurie Selber Silverstein handled the Chapter 11 cases. The Delaware Bankruptcy Court on July 14, 2016, issued an order confirming the Joint Pre-packaged Plan of Reorganization of the Debtors. On August 1, 2016, the Plan became effective pursuant to its terms and the Debtors emerged from their Chapter 11 cases. The Plan contemplated the payment in full in the ordinary course of all trade creditors and other general unsecured creditors; the exchange of the full $650.0 million of the 2019 Notes into 96.75% of new common stock issued in the reorganization; the exchange of the full $450.0 million of the 2022 Notes for 3.25% of the New Common Stock as well as warrants exercisable for 15% of the New Common Stock at predetermined equity values; the issuance to existing common stockholders of two series of warrants exercisable for an aggregate of 20% of the New Common Stock at predetermined equity values; the maintenance of the Company's $400.0 million existing secured Term Loan while the lenders holding Term Loans (i) received (a) payment of an amount equal to 2% of the Term Loans; and (b) as further security for the Term Loans, second-priority liens and security interests in the collateral securing the company's New ABL Credit Facility. The Plan effectuated, among other things, a substantial reduction in the Company's debt, including $1.1 billion in the aggregate of the face amount of the 2019 Notes and 2022 Notes. In support of the Plan, the enterprise value of the Successor Company was estimated and approved by the Bankruptcy Court to be in the range of $700 million to $900 million. The Company used the high end of the Bankruptcy Court-approved enterprise value -- $900 million -- as estimated enterprise value. * * * In a November 2016 statement, Moody's Investors Service said it has assigned a Caa1 rating on Seventy Seven Operating LLC's senior secured 1st lien term loan due 2020. SSO is the primary operating subsidiary of SSE. SSO has a Corporate Family Rating of Caa1 from Moody's. S&P Global Ratings assigned a 'CCC+' corporate credit rating on SSE following the Company's Chapter 11 exit. S&P said in an August 2016 statement it views SSE's business risk as vulnerable. S&P continues to assess SSE's financial risk profile as highly leveraged, reflecting funds from operations (FFO) to debt of less than 5% this year, although credit metrics have improved as a result of the $1.1 billion reduction in debt. S&P views SSE's liquidity as adequate. SIGNODE INDUSTRIAL: S&P Lowers Rating on US$ Sr. Loan to 'B' ------------------------------------------------------------ S&P Global Ratings lowered its issue-level rating on Signode Industrial Group Lux S.A.'s U.S. dollar-denominated senior secured term loan B to 'B' from 'B+' and revised the recovery rating on the loan to '3' from '2'. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; upper half of the range) recovery in the event of a payment default. At the same time, S&P assigned its 'B' issue-level rating and '3' recovery rating to the proposed new tranche of the company's euro-denominated senior secured term B loan due 2021. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; upper half of the range) recovery in the event of a payment default. S&P will withdraw its ratings on the company's existing euro-denominated senior secured term B loan after the refinancing transaction is completed. Finally, S&P affirmed its 'B-' issue-level rating on the company's senior unsecured debt. S&P's '5' recovery rating on the debt remains unchanged, indicating its expectation for modest (10%-30%; upper half of the range) recovery in the event of a payment default. All of S&P's other ratings on Signode remain unchanged. Signode Industrial Group Lux S.A. plans to issue a $450 million incremental U.S.-dollar denominated senior secured term loan B, which S&P expects will be fungible with the company's existing $1.35 billion ($760 million outstanding) U.S. term loan B due 2021. S&P expects that Signode will use the proceeds from this offering to pay a dividend to its private-equity sponsor, The Carlyle Group. The company is also looking to reprice and refinance its existing EUR300 million ($319 million equivalent) term B loan. S&P lowered its issue-level rating on the company's senior secured loan B because of the increase in the amount of secured debt in its capital structure pro forma for the dividend recapitalization transaction. RECOVERY ANALYSIS Key analytical factors: -- S&P has updated its recovery analysis to reflect the proposed transaction. -- S&P's simulated default scenario contemplates that a deep global recession, combined with adverse conditions in the metals, construction, and corrugated industries, could have a negative effect on the company's operating performance. Volatile raw materials costs could cause the company's profitability to decline and strain its liquidity. Furthermore, the competitive pressures in certain of Signode's segments are relatively high, which could cause the company to lose market share if pricing pressure increases and/or if innovative new products capture the market. -- In S&P's valuation, it assumed that the company could cut costs, regain its lost volume, and improve its profitability to a certain extent--but not return all the way to its current level of performance--during the bankruptcy process. As such, S&P assumes that the company re-attains at least $270 million of emergence level EBITDA. S&P then applied its 6.0x EBITDA multiple to our estimate of the company's emergence EBITDA, resulting in a $1.62 billion gross recovery value. Simulated default and valuation assumptions: -- Simulated year of default: 2019 -- EBITDA at emergence: $270 million -- EBITDA multiple: 6x Simplified waterfall: -- Net enterprise value (after 5% admin. costs): $1.539 billion -- Valuation split (U.S., foreign borrower, and guarantors/nonobligors and non-stock pledgors): 79%/21% -- Priority claims: $1 million -- Collateral value available to secured creditors (collateral/noncollateral): $1.158 billion/$155 million -- Secured first-lien debt: $1.892 billion -- Recovery expectations: 50%-70% (upper half of the range) -- Senior unsecured debt: $777 million -- Other pari passu unsecured claims: $738 million -- Recovery expectations: 10%-30%(upper half of the range) Note: All debt amounts include six months of prepetition interest. RATINGS LIST Signode Industrial Group Lux S.A. Corporate Credit Rating B/Stable/-- New Rating Signode Industrial Group Lux S.A. Signode Industrial Group US Inc. EUR300M euro-denominated Sr Secd B Term Loan B Due 2021 Recovery Rating 3H Downgraded To From Signode Industrial Group Lux S.A. Signode Industrial Group US Inc. $1.8B Sr Secured Term Loan B B B+ Recovery Rating 3H 2H Ratings Affirmed Signode Industrial Group Lux S.A. Signode Industrial Group US Inc. Senior Unsecured Debt B- Recovery Rating 5H STEALTH SOFTWARE: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Stealth Software, LLC, as of Nov. 29, according to a court docket. About Stealth Software Stealth Software, LLC, based in Scottsdale, AZ, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 16-12787) on Nov. 7, 2016. The Hon. Eddward P. Ballinger Jr. presides over the case. Joseph E. Cotterman, at Andante Law Group, LLC, as bankruptcy counsel. In its petition, the Debtor estimated $575,724 in assets and $1.40 million in liabilities. The petition was signed by Gerard Warrens, chief executive officer. STEINY AND COMPANY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Steiny and Company, Inc. 12907 E. Garvey Ave. Baldwin Park, CA 91706 Case No.: 16-25619 Chapter 11 Petition Date: November 28, 2016 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Julia W. Brand Debtor's Counsel: Ron Bender, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Blvd Ste 1700 Los Angeles, CA 90067 Tel: 310-229-1234 E-mail: rb@lnbyb.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Vincent P. Mauch, chief financial officer. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ B & C Transit, Inc. $873,838 7955 Edgewatr Drv Oakland, CA 94621 Rashidd Sigg Tel: (510) 483-3560 JTB Supply Company, Inc. $449,743 1030 N Batav St A Orange, CA 92867 Tel: (714) 639-9498 American Express $338,227 Box 0001 Los Angeles, CA 90096-8000 Walters Wholesale $303,559 Electric Company 2825 Temple A Signal Hill, CA 90755 Tel: (310) 988-3100 Tryco Electric, Inc. $225,086 Jam Services, Inc. $190,133 Karish Electronics $189,288 Soffa Electric, Inc. $172,383 Azco $171,175 First Fire Systems, Inc. $152,136 Alliant Insurance Services, Inc. $149,440 Wex Bank $145,287 Alston & Bird LLP $136,443 Orange Co Elect Industry Funds $116,141 SAF-T-CO Supply $94,576 Global Rental Co., Inc. $89,642 Smithson Electric, Inc. $86,349 Construction Laborers Trusts $81,641 CED, Inc. $69,256 Chase Card Services $66,281 STERLING ENGINEERING: Seeks March 24 Exclusivity Period Extension ----------------------------------------------------------------- Sterling Engineering Group of Companies, L.L.C. asks the U.S. Bankruptcy Court for the Southern District of Texas to extend by 120 days, or to March 24, 2017, the the exclusive period within which the Debtor may file a chapter 11 plan of reorganization and to solicit approval of the plan. The Debtor contends that any successful plan of reorganization requires a resolution of Suncoast Post-Tension, Ltd.'s claim which constitutes an overwhelming percentage of more than 95% of all financial claims asserted against the Debtor. The Debtor relates that it has reached a conditional settlement with Suncoast in relation to Suncoast's claim, which was currently approved by the Court during the exclusivity extension previously granted by the Court. The Debtor further relates that another issue related to a final reorganization involves the claim and subsequent adversary action filed by Warwick Construction, Inc. The adversary action involves the Debtor's liability on a construction project located in Fort Bend County, Texas. Although the Court has recently granted summary judgment on behalf of the Debtor, a final order has not yet been entered since Warwick has recently filed a motion for reconsideration that has not been heard by the Court. In addition, the Debtor is in negotiations related to a stayed litigation involving claims made by Bristol West End Condominium Association, Inc. against the Debtor, in the Chancery Court of Nashville, Tennessee. The Debtor anticipates filing an adversary action in the event that its ongoing negotiations with Bristol are not successful. About Sterling Engineering Group of Companies Sterling Engineering Group of Companies, L.L.C., based in Houston, Texas, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 16-31442) on March 24, 2016, listing under $1 million in assets and $10 million to $50 million in liabilities. The Hon. David R Jones oversees the case. The Law Offices of Kevin Michael Madden, PLLC, serves as Chapter 11 counsel to the Debtor. The petition was signed by Sandeep Patel, manager. SWAGAT HOTELS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- An official committee of unsecured creditors has not yet been appointed in the Chapter 11 case of Swagat Hotels LLC, as of Nov. 29, according to a court docket. About Swagat Hotels Swagat Hotels LLC, dba Quality Inn Deep Creek Lake, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-24255) on Oct. 27, 2016. The petition was signed by Nitin B. Chhibber, managing member. The case is assigned to Judge Wendelin I. Lipp. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. Steven H. Greenfeld, Esq., at Cohen Baldinger & Greenfeld, LLC, serves as the Debtor's bankruptcy counsel. TALL CITY WELL: Unsecureds to Get $21K Monthly Payment in 7 Years ----------------------------------------------------------------- Tall City Well Service LP filed with the U.S. Bankruptcy Court for the Western District of Texas a Chapter 11 plan of reorganization that proposes to make a monthly payment of $21,119 to Class 5 creditors. Class 5 is comprised of general unsecured claims held by 92 creditors for goods or services provided to the Debtor in amounts over $1,000, and which the Debtor estimates total $1,481,879. Beginning on the effective date of the plan, the Debtor will make regular monthly pro rata payments over a period of seven years at 5.25% interest in the amount of $21,119 per month. Holders of Class 5 claims are impaired and are eligible to vote on the restructuring plan, according to the Debtor's disclosure statement filed on November 8. A copy of the disclosure statement is available for free at https://is.gd/x5MB1z About Tall City Well Service Tall City Well Service, LP, filed a chapter 11 petition (Bankr. W.D. Tex. Case No. 16-70079) on May 17, 2016, and is represented by Jesse Blanco Jr., Esq., in San Antonio, Tex. This chapter 11 proceeding is related to (but not jointly administered with) In re J G Solis, Inc., (Bankr. W.D. Tex. Case No. 16-70080) also filed on May 17, 2016. The petition was signed by Joel G. Solis, partner. The Debtor estimated its assets and liabilities at $0 to $50,000 at the time of the filing. TEMUR TRUCKING: Taps McCullough Eisenberg as Legal Counsel ---------------------------------------------------------- Temur Trucking Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire McCullough Eisenberg, LLC to give legal advice regarding its duties under the Bankruptcy Code, assist in the preparation of a bankruptcy plan, and provide other legal services. The hourly rates charged by the firm are: Carol McCullough $350 Stuart Eisenberg $350 Paralegal $85 McCullough Eisenberg does not hold or represent any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: Stuart A. Eisenberg, Esq. McCullough Eisenberg, LLC 65 W. Street Rd Ste A-204 Warminster, PA 18974-3204 Email: mccullougheisenberg@gmail.com About Temur Trucking Temur Trucking Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 16-18168) on November 23, 2016. The petition was signed by Shuhrat Temirov, president. The case is assigned to Judge Magdeline D. Coleman. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. TERESA GIUDICE: Bankruptcy Settlement Could Be In Jeopardy ---------------------------------------------------------- The American Bankruptcy Institute, citing Vicki Hyman of NJ.com, reported that "Real Housewives of New Jersey" star Teresa Giudice agreed last month to split a potential legal windfall with her creditors, but now the bankruptcy attorney whom she is suing is opposing the proposed settlement. According to the report, Ms. Giudice sued former bankruptcy attorney James Kridel last year for legal malpractice, claiming the Clifton lawyer's bad advice and mistakes led to her conviction for bankruptcy fraud. After a contentious mediation, Giudice's lawyers Anthony Rainone and Carlos Cuevas settled with John Sywilok, the trustee who represented Ms. Giudice's creditors, agreeing that her creditors will get 45 percent of any winnings, and that Sywilock will join Giudice's malpractice case as a plaintiff, the report related. Kridel's lawyer Carl Perri filed a motion in federal bankruptcy court objecting to the settlement on the grounds that Rainone and Cuevas have a conflict of interest with Sywilok and his attorney, the report further related. Cuevas and Rainone, the motion says, "have occupied and advocated, and continue to occupy and advocate, interests adverse to the debtor's estate. Indeed, the entire Settlement arises from that adversity." The settlement goes before U.S. Bankruptcy Court Judge Stacey Meisel on Dec. 6, 2016 for approval. About the Giudices In June 2010, Teresa Giudice, who portrays a role in Real Housewives of New Jersey, and her husband, Joe, filed for bankruptcy under Chapter 11 in the U.S. Bankruptcy Court in New Jersey. The Giudices owe creditors $10.85 million. Chapter 7 trustee John Sywilok sued the Giudices. The suit claimed that the Debtors concealed key documents about their finances and business transactions. Mr. Sywilok also accused the couple of making false statements under oath about their assets, income and expenses. THREE AMIGOS: Case Summary & 9 Unsecured Creditors -------------------------------------------------- Debtor: Three Amigos SJL Rest., Inc. 240 North Avenue, Suite 212 New Rochelle, NY 10801 Case No.: 16-13341 Chapter 11 Petition Date: November 28, 2016 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: David Carlebach, Esq. THE LAW OFFICE OF DAVID CARLEBACH, ESQ. 55 Broadway, Suite 1902 New York, NY 10006 Tel: (212) 785-3041 Fax: (646) 355-1916 E-mail: david@carlebachlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Dominica O'Neil, president. A copy of the Debtor's list of nine unsecured creditors is available for free at http://bankrupt.com/misc/nysb16-13341.pdf TPP ACQUISITION: SSG Acted as Investment Banker in Asset Sale ------------------------------------------------------------- SSG Capital Advisors, LLC ("SSG") acted as the investment banker to TPP Acquisition, Inc. d/b/a The Picture People ("TPP" or the "Company") in the sale of substantially all of its assets to affiliates of Monroe Capital Corporation ("Monroe"). The sale was effectuated through a Chapter 11 Section 363 process in the U.S. Bankruptcy Court for the Northern District of Texas. The transaction closed in November 2016. TPP is a premier operator of professional photographic portrait studios across the United States. The Company offers portrait studios located in malls as well as in select Buy Buy Baby, Walmart and Sears locations. TPP delivers quality photography and experiences while serving customers seeking professional portraits to mark special occasions or document a moment in time. In addition to photography services, the Company offers on-site photo processing and printing, framing and other related services. TPP operates in a highly seasonal industry, but is dedicated to keeping its studios open throughout the year. Historically, the Company was primarily a mall-based operation and was subject to high fixed costs but only experienced consistent profitability during the peak holiday months associated with Easter, Thanksgiving and Christmas. In response to the high degree of seasonality, management developed and began transitioning to a more appropriate, variable cost operating model. While the transition plan provided an avenue for sustained profitability and growth, TPP faced constrained liquidity due to several years of financial distress. TPP determined that a sale of the Company's assets would be the best method of maximizing value for its creditors and parties in interest. The Company filed for Chapter 11 protection in the Northern District of Texas in September 2016. SSG was retained as the Company's exclusive investment banker for the purpose of marketing the business and soliciting offers on an expedited basis to provide a potential buyer with the immediate cash flow benefit of the Company's two most profitable months. SSG conducted a comprehensive marketing process which resulted in a wide range of potential strategic and financial buyers. Monroe's stalking horse credit bid offer was ultimately the highest and best price for substantially all of the Company's assets. SSG's experience running efficient Chapter 11 sale processes enabled the Company to maximize the value of the assets. Monroe, a business development company, is a specialty finance investor focused on providing senior, unitranche, junior secured, and subordinated debt financing and equity investments primarily to middle-market companies in the United States and Canada. Other professionals who worked on the transaction include: -- Stuart Noyes, Bruce Meier, Mason Hickman and Steven Sadowski of Winter Harbor, LLC, Chief Restructuring Officer and Financial Advisor to TPP Acquisition, Inc.; -- Robert D. Albergotti, Ian T. Peck, Jarom J. Yates and David L. Staab of Haynes and Boone, LLP, counsel to TPP Acquisition, Inc.; -- Donald E. Rothman, Steven E. Fox, Paul S. Samson, Lon M. Singer and Phillip J. Block of Riemer & Braunstein LLP, co-counsel to Monroe Capital Corporation; -- Josiah M. Daniel, III and Rebecca L. Petereit of Vinson & Elkins LLP, co-counsel to Monroe Capital Corporation; -- Samuel A. Newman and Michael S. Neumeister of Gibson, Dunn & Crutcher, LLP, co-counsel to the Official Committee of Unsecured Creditors; -- Wade Emmert and Michele Sheets of Emmert & Parvin, LLP, co-counsel to the Official Committee of Unsecured Creditors; and -- John P. Madden, Ryan O'Sullivan and Jack Allen of Emerald Capital Advisors, Financial Advisor to the Official Committee of Unsecured Creditors. About SSG Capital Advisors, LLC SSG Capital Advisors -- http://www.ssgca.com-- is an independent boutique investment bank that assists middle-market companies and their stakeholders in completing special situation transactions. It provide its clients with investment banking services in the areas of mergers and acquisitions, private placements, financial restructurings, valuations, litigation and strategic advisory. About TPP Acquisition TPP Acquisition, Inc., doing business as The Picture People, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-33437-hdh-11) on Sept. 2, 2016. The Debtor is represented by Robert D. Albergotti, Esq., Ian T. Peck, Esq., and Jarom J. Yates, Esq., at Haynes and Boone, LLP. The petition was signed by Stuart Noyes, chief restructuring officer. The case is assigned to Judge Harlin DeWayne Hale. At the time of filing, the Debtor estimated assets at $10 million to $50 million and liabilities at $50 million to $100 million. The Debtor's Restructuring Advisor is Winter Harbor LLC; the Debtor's Investment Banker is SSG Advisors, LLC; and its Claims & Noticing Agent is Kurtzman Carson Consultants LLC. U.S. Trustee William T. Neary on Sept. 13, 2016, appointed nine creditors to serve on the official committee of unsecured creditors of TPP Acquisition, Inc. The committee members are: (1) W. B. Mason Company, Inc.; (2) Identity Management Consultants, LLC; (3) AAA Imaging Solutions; (4) Noritsu America Corporation; (5) Urban Retail Properties, LLC; (6) GGP Limited Partnership; (7) MFA Contemporary Atelier, Inc. dba Gemline Frame Company; (8) DFM Print Pak; and (9) Simon Property Group, Inc. UCI INTERNATIONAL: Global Settlement Approved --------------------------------------------- The Delaware Bankruptcy Court on Nov. 30, 2016, approved a global settlement pursuant to: (x) a Settlement Agreement dated as of Nov. 8, 2016, among UCI International, the Official Committee of Unsecured Creditors, certain holders of the 8.625% senior unsecured notes due 2019 holding approximately 62.1% of the aggregate principal amount of Notes, and Rank Group Limited and its respective affiliates (other than UCI Holdings Limited and its subsidiaries), and (y) a Settlement Agreement dated as of November 8, 2016, among United Components, LLC, Pactiv LLC and the Pension Benefit Guaranty Corporation. The Global Settlement resolves all material disputes between the Settlement Parties, including the transfer of the Pension Plans and the potential causes of action investigated by the Committee that could potentially be asserted against members of the Rank Group, and paves the way for an efficient and consensual resolution of these chapter 11 cases. As set forth in Plan of Reorganization for UCI International, LLC and Its Debtor Affiliates Proposed by the Debtors, the Ad Hoc Committee of Senior Noteholders and the Official Committee of Unsecured Creditors, and accompanying Disclosure Statement, the Plan contemplates an increased recovery for general unsecured creditors through the Rank Contribution Election, whereby members of the Rank Group could elect to assume the Pension Plans in exchange for, among other things, releases under the Plan. The Rank Group had a deadline of 14 days following the commencement of solicitation (Oct. 26, 2016) to make the Rank Contribution Election. Following the approval of the Disclosure Statement and solicitation procedures for the Plan on Oct. 14, 2016, negotiations among the Settlement Parties intensified and, ultimately, resulted in the Global Settlement through which the Rank Group has elected to make the Rank Contribution Election. Pursuant to the Global Settlement, and in exchange for the release of the potential causes of action against Rank that the Committee was prepared to litigate following the extensive Committee Investigation, the Settlement Parties have agreed to, among other things, these terms: -- a consensual resolution of responsibility for the Debtors' three defined benefit plans: the Pension for Employees of Airtex Products LP, the Champion Laboratories Pension Plan, and the Neapco Inc. Employees Pension Plan through the assumption of the Pension Plans by Pactiv LLC, a member of the Rank Group; -- provision of certain services by members of the Rank Group to the Debtors and Reorganized Debtors on the same terms and subject to the same conditions as set forth in an amended letter agreement dated August 3, 2016, through January 31, 2017; -- cooperation between the Debtors and the Rank Group on certain tax and other corporate matters to facilitate the completion of the business separation between the Debtors and certain members of the Rank Group, including cooperation with respect to certain tax losses up to a maximum amount of NZ$10 million for the benefit of Debtor UCI Holdings Limited and the ultimate deregistering and dissolution of Holdings, to the extent permitted under New Zealand Law; -- transfer by the Rank Group of certain patents and an agreement between the Debtors and the Rank Group on mutually acceptable perpetual licenses for the use of certain intellectual property; -- withdrawal of previously-filed proofs of claim by the members of the Rank Group and waiver of general unsecured claims scheduled by the Debtors; -- continued product sourcing on existing terms between the Debtors and Autoparts Holding Limited subject to termination or modification on 60 days' notice by either party; -- cooperation between APH and the Debtors on the resolution of any joint contracts; and -- the grant by APH of a credit for approximately $1.6 million, to be applied dollar-for-dollar against amounts owed by the Debtors and their non-Debtor subsidiaries to APH on account of purchases made by the Debtors and their non-Debtor subsidiaries following approval of the Global Settlement. In exchange for the consideration being provided pursuant to the Global Settlement, the Settlement Parties have agreed to grant each other full, mutual releases, in addition to the releases contemplated under the Plan in connection with the Rank Contribution Election. Pension Plans Severely Underfunded PBGC has estimated that the unfunded benefit liabilities of the Pension Plans on a termination basis as of June 30, 2016 are approximately $123 million and has filed proofs of claim in these chapter 11 cases to reflect this amount. Pursuant to ERISA, an underfunded defined benefit plan may be terminated by PBGC in an involuntary termination or by the plan sponsor through a distress termination. In addition to the Termination Liability, as the result of either an involuntary or distress termination of the Pension Plans, PBGC would potentially be entitled to assert a termination premium of approximately $19 million post-emergence against the Debtors. In the event of an involuntary or voluntary distress termination of the Pension Plans, PBGC may contend that the Debtors' non-Debtor subsidiaries or affiliates are members of the UCI Controlled Group, including members of the Rank Group. Due to Rank Group's classification as part of the UCI Controlled Group, it would be jointly and severally liable with the other members of UCI Controlled Group for the Termination Liability. Rank Group could be pursued by PBGC on account of such Termination Liability following any involuntary termination of the Pension Plans by PBGC or a distress termination of the Pension Plans by Debtor United Components. In addition, PBGC could potentially assert a lien against a member of Rank Group's assets to the extent the Termination Liability remains unpaid. Rank Proofs of Claim The Debtors have scheduled $9,993,498.91 of general unsecured claims owed to Rank Group entities, and the Rank Group has filed proofs of claim appearing at numbers 635, 636, 637, and 638 on the claims register in these chapter 11 cases asserting $2,983,763.53 in liquidated general unsecured claims, $1,540,260.80 in claims entitled to administrative expense status under section 503(b)(9) of the Bankruptcy Code, and additional contingent and unliquidated claims. Committee Investigation Since its appointment on June 10, 2016, the Committee in these chapter 11 cases has conducted an extensive review of potential claims that the Debtors may have against the Rank Group, their non-Debtor affiliates, and certain of the Debtors' current and former directors and officers. During the course of this investigation, the Committee reviewed approximately 19,259 documents produced by either the Debtors, the Rank Group, or the administrative agent under the Prepetition ABL Credit Agreement conducted substantial legal and financial analysis, and took six depositions in total. As a result of the Committee Investigation, the Committee identified numerous categories of potential claims and causes of action. Absent the Rank Contribution, the Debtors intended to reserve, preserve and vest in the Reorganized Debtors, all such claims as well as all other claims or causes of action belonging to, or capable of assertion by, any of the Debtors, unless specifically released pursuant to the Plan and an Acceptable Settlement (as defined in the Plan) consistent with the Rank Contribution Election. As of the filing of the Motion to Approve the Global Settlement in November, the Committee has not yet filed a motion with the Court for standing to bring any claim or cause of action identified in connection with the Committee Investigation against Rank on behalf of the Debtors' estates. The Debtors said that if such a motion were filed, the Rank Group would contest any claims vigorously. About UCI International UCI International, LLC, headquartered in Lake Forest, Illinois, 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. Willkie Farr & Gallagher LLP and Morris Nichols Arsht & Tunnell LLP represent an ad hoc group of unaffiliated noteholders of the 8.625% senior unsecured notes issued by UCI International. * * * On October 13, 2016, the Debtors filed their revised joint plan of reorganization and accompanying disclosure statement. On October 14, the Bankruptcy Court entered an order approving the Disclosure Statement and directing Garden City Group to commence the solicitation of votes on the Joint Plan. On December 6, 2016 at 2:00 p.m. (ET), the Bankruptcy Court will conduct a hearing on the confirmation of the Joint Plan. The deadline to object to and/or vote on the Joint Plan was November 28, 2016. In addition, on October 14, 2016, the Bankruptcy Court authorized the Debtors to commence a rights offering to holders of the Debtors' senior notes for $30 million of new second lien secured debt and 1.5 million shares of new common stock. To conduct the rights offering, the Debtors are utilizing the Depository Trust Company's Automated Tender Offer Program. UCI INTERNATIONAL: Plan Silent on Supply Contracts, FCA US Says --------------------------------------------------------------- FCA US LLC filed an objection to UCI International's Proposed Assumption of any Executory Contracts with FCA and any Cure Amounts related thereto. FCA US LLC said it issued various purchase orders and/or supply contracts to Debtor Champion Laboratories and to Debtor ASC Industries. The Select Debtors accepted the Purchase Orders and agreed to be bound by their terms. FCA filed Proofs of Claim reserving its rights with respect to the Purchase Orders. FCA US noted that on November 18, 2016, the Debtors filed their Plan Supplement, which contained as Exhibit 6.1.1 a list of leases and contracts to be rejected, and as Exhibit 6.1.2 a list of contracts to be assumed, in each case pursuant to confirmation of the Plan. FCA presumes the documents are the exhibits referenced in Section 6.1 of the Plan, but that is not entirely clear from the terms of the Plan or the Plan Supplement. FCA said none of the Purchase Orders were included on either Exhibit 6.1.1 or Exhibit 6.1.2 included in the Plan Supplement. In fact, Exhibit 6.1.1 and Exhibit 6.1.2 to the Plan Supplement do not contain any reference to FCA or the Purchase Orders. Given that FCA never received a Notice of Assumption or Notice of Rejection with respect to the Purchase Orders, the filing of the Plan Supplement on November 18, 2016, specifically Exhibit 6.1.1 and Exhibit 6.1.2 thereto, was the first time FCA was even arguably given "notice" of the Debtors' apparent intentions with respect to the Purchase Orders. Thus, the deadline for FCA to object to Debtors' apparent proposed assumption of the Purchase Agreements is December 2, 2016 -- 14 days after receiving the Plan Supplement. FCA has requested, but has not yet received, information from the Debtors with respect to the Debtors' intentions with respect to the Purchase Orders in connection with the Plan. FCA said it is left without complete knowledge or certainty as to its status as a counter-contract party with the Select Debtors to the Purchase Orders and as a creditor of the Select Debtors both in connection with proceedings relating to confirmation of the Plan and postconfirmation. A literal and reasonable reading of the Plan is that each of the Purchase Orders is to be assumed pursuant to confirmation of the Plan as such would be the effect of section 6.1 of the Plan, especially the following language (notwithstanding that there was no Exhibit 6.1.2 attached to the Plan as filed on the Court's docket). FCA fully reserves its right to object to any proposed assumption, assumption and assignment or rejection of any and all of the Purchase Orders, including, without limitation, cure amount, adequate assurance of performance, and any other basis available under the Purchase Order, the Bankruptcy Code or other applicable law. Jeff Montgomery, writing for Bankruptcy Law360, reported that Fiat Chrysler Automobiles joined other tentative objectors to the Chapter 11 plan filed by UCI International LLC. FCA US said it took the step to protect its interests as UCI International maneuvers through a reorganization built around a debt-for-equity swap. Counsel for FCA US LLC: Matthew P. Ward, Esq. WOMBLE CARLYLE SANDRIDGE & RICE, LLP 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Tel: ( 302) 252-4338 - and - James A. Plemmons, Esq. Michael L. Dallaire, Esq. DICKINSON WRIGHT PLLC 500 Woodward Avenue, Suite 4000 Detroit, MI 48226 Tel: (313) 223-3500 E-mail: jplemmons@dickinsonwright.com mdallaire@dickinsonwright.com About UCI International UCI International, LLC, headquartered in Lake Forest, IL, designs, manufactures, and distributes vehicle replacement parts, including a broad range of filtration, fuel delivery systems, and cooling systems products in the automotive, trucking, marine, mining, construction, agricultural, and industrial vehicles markets. UCI and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 16-11355) on June 1, 2016. The Debtors are represented by lawyers at Sidley Austin LLP. Alvarez & Marsal provides the company with financial advice and Moelis & Company LLC is the Debtors' investment banker. Garden City Group serves as the Debtors' Claims Agent. Wilmington Trust is the Indenture Trustee for a $400-million issue of 8.625% Senior Notes Due 2019. The United States Trustee appointed an Official Committee of Unsecured Creditors, which has retained Morrison & Foerster LLP as proposed counsel, and Cole Schotz PC as Delaware co-counsel. Zolfo Cooper LLC has been retained as bankruptcy consultant and financial advisor for the Committee. Willkie Farr & Gallagher LLP and Morris Nichols Arsht & Tunnell LLP represent an ad hoc group of unaffiliated noteholders of the 8.625% senior unsecured notes issued by UCI International. * * * On October 13, 2016, the Debtors filed their revised joint plan of reorganization and accompanying disclosure statement. On October 14, the Bankruptcy Court entered an order approving the Disclosure Statement and directing Garden City Group to commence the solicitation of votes on the Joint Plan. On December 6, 2016 at 2:00 p.m. (ET), the Bankruptcy Court will conduct a hearing on the confirmation of the Joint Plan. The deadline to object to and/or vote on the Joint Plan was November 28, 2016. In addition, on October 14, 2016, the Bankruptcy Court authorized the Debtors to commence a rights offering to holders of the Debtors' senior notes for $30 million of new second lien secured debt and 1.5 million shares of new common stock. To conduct the rights offering, the Debtors are utilizing the Depository Trust Company's Automated Tender Offer Program. VERSATILE SYSTEMS: Delays Filing of Annual Financial Statements --------------------------------------------------------------- Versatile Systems Inc. (VV) is providing this bi-weekly default status report in accordance with National Policy 12-203 Management Cease Trade Orders ("NP 12-203") for the Management Cease Trade Order ("MCTO") issued by the British Columbia Securities Commission on October 31, 2016. On November 1st, 2016, the Company announced by way of press release that the filings of the Company's annual financial statements for the fiscal year ended June 30, 2016 and the related management's discussion and analysis (collectively, the "2016 Annual Financial Statements") were not completed by the legal deadline of October 28, 2016. The Company made an application to the provincial securities commissions under NP 12-203 and on October 31, 2016, received the MCTO in respect of the late filing. The MCTO does not affect the ability of other shareholders of the Company to trade their securities, however, Bertrande des Pallieres, the Executive Chairman, Chief Executive Officer and acting Chief Financial Officer of the Company and Andrew Lynch, the President of the Company, will not be able to trade the Company's shares. As previously reported, the Company's failure to file the 2016 Annual Financial Statements by the prescribed deadline is due to a data corruption issue with its inventory count and the Company's management, together with its audit committee will continue to cooperate with its auditors to provide the information as soon as possible. The Company is not yet in a position to file the 2016 Annual Financial Statements. The Company expects to file the 2016 Annual Financial Statements by December 2nd, 2016. The Company confirms that it intends to satisfy the provisions of the alternative information guidelines found in NP 12-203 for so long as it is delayed in filing the 2016 Annual Financial Statements. The Company further reports that since October 31, 2016, except as stated in this default status report, there have not been any material changes to the information contained in its press releases dated November 1st, 2016 and November 15, 2016; nor any failure by Company to fulfill its intentions as stated therein with respect to satisfying the provisions of NP 12-203, and there are no additional defaults or anticipated defaults subsequent to the disclosure therein, other than the delay in filing the 2016 Annual Financial Statements. Further, the Company confirms that, at the date hereof, it is not aware of any other material information concerning its affairs which has not been generally disclosed. About Versatile Versatile -- http://www.versatile.com/-- is a multi-disciplinary technology company with solutions across the mobile software and hardware landscape. The company's products are utilized by Fortune 500 retailers, as well as large and small distribution companies representing grocery, dairy, beverage and consumer packaged goods. VESCO CONSULTING: Seeks to Hire Sponaugle as Accountant ------------------------------------------------------- VESCO Consulting Services, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire an accountant. The Debtor proposes to hire Rick L. Sponaugle CPA LLC to oversee its books and records, prepare income tax returns, and provide other accounting services related to its Chapter 11 case. The firm will be paid an hourly rate of $125. Rick Sponaugle, a certified public accountant, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Rick Sponaugle Rick L. Sponaugle CPA LLC 3109 35th Avenue Greeley, CO 80634 Phone: (970) 330-9485 The Debtor is represented by: Kevin S. Neiman, Esq. Law Offices of Kevin S. Neiman, PC 999 18th Street, Suite 1230 S Denver, CO 80202 Tel: (303) 996-8637 Fax: (877) 611-6839 Email: kevin@ksnpc.com About VESCO Consulting VESCO Consulting Services, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 16-21351) on November 19, 2016. The petition was signed by Michael Miller, president. The case is assigned to Judge Elizabeth E. Brown. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. WILLIAM COLE: Unsecureds To Get 16% Under 1st Amended Plan ---------------------------------------------------------- William and Milagros Cole filed with the U.S. Bankruptcy Court for the District of Massachusetts a first amended disclosure statement regarding the Debtor's first amended Chapter 11 plan of reorganization. Class 5 consists of all allowed unsecured claims, as scheduled or as filed and allowed by the Court, against the Debtor of whatever kind or nature, which are not included in any other class hereof, including, without limitation, unsecured dischargeable claims of $93,174.92. Holders of Class 5 claims will receive on account of the allowed amount of their claims as follows: pro rata payment of $3,000 on an annual basis for five years starting on the effective date for a total of $15,000 or a 16% dividend. Class 5 is impaired. Prior to the commencement of the hearing on plan confirmation, the disbursing agent will receive from the Debtor into the creditor distribution fund an amount equal to $10,000 for payments under the Plan to be made on the Effective Date. The source of payment in order to have cash on hand at the Effective Date will be from (i) Debtor's employment income; (ii) rental income; and (iii) other miscellaneous funds accumulated by the Debtor during the pendency of the Chapter 11 case. From these sources, the Debtor currently has enough funds in his Personal DIP account. The First Amended Disclosure Statement is available at: http://bankrupt.com/misc/mab16-11695-80.pdf As reported by the Troubled Company Reporter on Sept. 28, 2016, the Debtors on Sept. 15 filed with the Court a Chapter 11 plan of reorganization that proposed to pay $15,000 to unsecured creditors or an 11% dividend. About The Coles William Cole and Milagros Cole is fully employed as a software designer. The Debtor also owns rental property known and numbered as 28 Ward Street, Boston, Massachusetts. The Debtor sought Chapter 11 protection (Bankr. D. Mass. Case No. 16-11695) on May 3, 2016. The Debtors are represented by Michael Van Dam, Esq., at Van Dam Law LLP. WILSONART LLC: Moody's Affirms B2 Corporate Family Rating --------------------------------------------------------- Moody's Investors Service affirmed Wilsonart LLC's B2 Corporate Family Rating ("CFR") following the company's announcement that it will refinance its existing debt and pay a dividend to its sponsors. The recapitalization will deteriorate key credit metrics, however we anticipate positive operating performance from Wilsonart that will offset the negative impact of the recapitalization and help keep metrics in line with the current rating. In related actions, Moody's assigned a B2 rating to Wilsonart's proposed 7-year $1,200 million first lien term loan. The proposed term loan is an amendment and restatement for the company's existing term loan B tranches maturing in 2019 (both rated B2). The amended facility also includes a $175 million senior secured revolver due 2021 (rated B2). Proceeds from the transaction will be used to refinance Wilsonart's existing term loan debt (ratings to be withdrawn at closing), pay a dividend to its sponsors, and pay related transaction fees. The outlook remains stable. The following is a summary of Moody's ratings and rating actions taken for Wilsonart LLC: -- Corporate Family Rating affirmed at B2; -- Probability Default Rating affirmed at B2-PD; -- $1,200 million senior secured first lien term loan due 2023 assigned B2 (LGD3); -- $175 million senior secured revolver due 2021 assigned B2 (LGD3). -- $175million senior secured revolver due 2017 withdrawn B2 (LGD3) Outlook Actions: -- Outlook, remains Stable RATINGS RATIONALE Wilsonart's B2 CFR reflects its improved operating performance with stronger margins across all business segments and geographies. The rating also accounts for Wilsonart's increased pro forma adjusted leverage driven by a sizeable $349 million debt-financed distribution to its main sponsors Clayton, Dubilier & Rice, LLC, and Illinois Tool Works, Inc. Moody's views the proposed dividend as reflective of the company's aggressive financial policy. The proposed transaction will increase pro forma adjusted leverage to just below 6.0x by year-end 2016, a significant deterioration from the company's previous 4.2x metric as of September 30, 2016. Wilsonart's pro forma leverage levels are relatively weak for the current rating. However, our forward view projects Wilsonart delevering towards 5.5x adjusted debt-to-EBITDA by year-end 2017 as a result of improved profitability, and potentially some debt reduction from free cash flow over that period (all ratios incorporate Moody's standard accounting adjustments). The company's solid business profile, characterized by a leading position as a high pressure laminates and solid surfaces manufacturer and distributor in North America, provides some offset to the higher leverage metrics. The rating also considers Wilsonart's good liquidity profile and Moody's expectation that the company will continue to generate solid free cash flow during our time horizon. The B2 rating assigned to the proposed $1,200 million first lien term loan due 2023, the same rating as the Corporate Family Rating, results from its position as the preponderance of debt in Wilsonart's capital structure. This new facility replaces Wilsonart's existing $888.1 million term loan B tranches and extends the maturity of the term loan by about four years. The new term loan amortizes at a very manageable 1% per year with a bullet payment at maturity and will be secured by a first priority interest in all tangible and intangible assets (including capital stock of subsidiaries) of Wilsonart. The obligation is pari passu to the company's $175 million revolving credit facility due 2021. The stable rating outlook reflects our view that Wilsonart's credit metrics will remain in line with its current rating as the company continues to benefit from its leading position in the high pressure laminates and solid surfaces market, mainly in North America. The stable outlook also reflects Moody's expectation that Wilsonart will maintain sufficient availability under its revolving credit facility during the next 12 to 18 months. WHAT COULD CHANGE RATINGS UP/DOWN Although a rating upgrade for Wilsonart is unlikely at this point, positive ratings actions could occur if operating performance exceeds our expectations, resulting in improved credit metrics as follows: -- Adjusted debt-to-EBITDA sustained below 4.5x. -- Interest coverage (measured as EBITA-to-interest expense) sustained above 3.0x. -- Moody's will also take into consideration the overall aggressiveness of the Wilsonart's balance sheet management. Alternatively, negative rating actions may occur if Wilsonart's operating performance falls below our expectations, or if the company experiences a weakening in financial performance resulting in the following adjusted metrics: -- Adjusted debt-to-EBITDA above 6.0x. -- Interest coverage (measured as EBITA-to-interest expense) declines below 1.5x. -- Significant debt-financed acquisitions or other shareholder- friendly actions that could affect the company's liquidity profile could adversely impact Wilsonart's rating outlook as well. The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. Headquartered in Austin, Texas, Wilsonart LLC ("Wilsonart") is a manufacturer and distributor of decorative engineered surfaces for commercial and residential markets. The company's product offering includes high pressure laminates, solid surfaces, quartz, adhesives, and worktops designed for construction and repair and remodeling. Wilsonart is one of the largest players in its segment in North America and operates in several European and Asian markets. Clayton, Dubilier & Rice, LLC, through its respective affiliates, owns about 51% of Wilsonart, with Illinois Tool Works, Inc. remaining the minority equity owner with a 49% interest. Revenues for the 12 months ended September 30, 2016 totaled about $1,150.3 million. WKI HOLDING: Moody's Lowers Corporate Family Rating to B3 --------------------------------------------------------- Moody's Investors Service downgraded WKI Holding Company, Inc.'s ("World Kitchen") Corporate Family Rating ("CFR") to B3 from B2 and Probability of Default Rating ("PDR") to B3-PD from B2-PD. Concurrently, Moody's downgraded operating subsidiary World Kitchen LLC's senior secured first lien term loan rating to B2 from B1. The rating outlook remains stable. The downgrade reflects World Kitchen's weakened liquidity profile following recent declines in operating performance and the termination of its merger agreement with GP Investments Acquisition Corp. Moody's anticipates a high likelihood of a covenant violation in the next 12-18 months due to the upcoming step-down in December 2016, following less than 5% cushion under the company's leverage covenant as of 3Q 2016 (which is its peak borrowing period). The overall weak liquidity profile also incorporates World Kitchen's upcoming maturities (March 2018 for the revolver and March 2019 for the term loan). Nevertheless, credit agreement debt/EBITDA is moderate at high-3 times (as of 3Q 2016) and Moody's expects the company's earnings to remain stable and free cash flow to be modestly positive in 2017. Ration actions: Issuer: WKI Holding Company, Inc. -- Corporate Family Rating, downgraded to B3 from B2 -- Probability of Default Rating, downgraded to B3-PD from B2- PD -- Stable outlook Issuer: World Kitchen LLC -- $90 million senior secured revolving credit facility expiring March 2018, downgraded to B2 (LGD3) from B1 (LGD3) -- $252 million ($224 million outstanding) senior secured term loan due March 2019, downgraded to B2 (LGD3) from B1 (LGD3) RATINGS RATIONALE The B3 Corporate Family Rating ("CFR") reflects the risk of a covenant violation and approaching maturities. The rating also incorporates company's small scale, high fixed costs and operating risk relative to other consumer durables companies, and operations in the highly competitive and mature housewares category. While credit metrics are relatively good for the B3 CFR, further declines in operating performance could make the company's ability to amend covenants and refinance its credit facilities on timely and economical terms less certain. Moody's expects covenant debt/EBITDA to decline to the mid-3 times range (or low-4 times Moody's-adjusted debt/EBITDA) by year-end 2016, from high-3 times as of 3Q 2016 as a result of revolver repayment. Moody's projects interest coverage to remain in the low-1 time range EBIT/interest expense (Moody's-adjusted) and free cash flow to be modestly positive in 2017. In addition, the rating favorably reflects the portfolio of well-recognized housewares brands, global footprint, and diversified distribution channels. The stable outlook reflects Moody's expectation of about flat earnings performance in the next 12-18 months. The ratings could be downgraded if operating performance meaningfully deteriorates for any reason, or if liquidity weakens, including negative free cash flow generation. The ratings could also be downgraded if the company does not make progress towards refinancing its maturities in a timely manner. The ratings could be upgraded if the company refinances its maturities and improves its liquidity profile, including covenant cushion. An upgrade would also require maintenance of debt/EBITDA below 5.5 times and EBIT/interest expense above 1.3 times. Headquartered in Rosemont, IL, WKI Holding Company, Inc. ("World Kitchen"), along with its operating subsidiaries manufactures, designs and markets dinnerware, bakeware, kitchen tools, rangetop cookware, storage and cutlery products. Brands include Corelle, Pyrex, Corningware, OLFA, Snapware, Visions, Chicago Cutlery, Baker's Secret and others. The company markets its products primarily in the U.S., Asia-Pacific and Canada mainly through mass merchants, department stores, specialty retailers, company-operated stores and the Internet. Revenues for the LTM period ended October 2, 2016 were approximately $638 million. The majority of World Kitchen's equity is held by financial sponsors W Capital Partners II, L.P. (36%) and Oaktree Capital Management (33%). The principal methodology used in these ratings was "Consumer Durables Industry" published in September 2014. XTERA COMMUNICATIONS: Seeks to Hire DLA Piper as Legal Counsel -------------------------------------------------------------- Xtera Communications, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire legal counsel. The Debtor proposes to hire DLA Piper LLP to give legal advice regarding its duties under the Bankruptcy Code, negotiate with creditors, assist in the preparation of a bankruptcy plan, and provide other legal services related to the Chapter 11 cases filed by the company and its affiliates. The attorneys designated to represent the Debtors and their hourly rates are: Thomas Califano Partner $995 Stuart Brown Partner $920 Maris Kandestin Of Counsel $775 Jamila Justine Willis Associate $785 Thomas Califano, Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Califano disclosed that his firm has not agreed to any variations from, or alternatives to, its billing arrangements. Mr. Califano also disclosed that the Debtors developed a prospective budget for legal fees and that his firm has agreed to work in accordance with this budget and expects to prepare a staffing plan. The firm can be reached through: Stuart M. Brown, Esq. Maris Kandestin, Esq. 1201 North Market Street, Suite 2100 Wilmington, DE 19801 Tel: (302) 468-5700 Fax: (302) 394-2341 Email: stuart.brown@dlapiper.com Email: maris.kandestin@dlapiper.com -- and -- Thomas R. Califano, Esq. Jamila Justine Willis, Esq. DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020 Tel: (212) 335-4500 Fax: (212) 335-4501 Email: thomas.califano@dlapiper.com Email: jamila.willis@dlapiper.com About Xtera Communications Xtera Communications and seven affiliated debtors filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 16-12577) on Nov. 15, 2016. The company sells telecommunications-related optical transport solutions. The company disclosed $50.47 million in assets and $66.45 million in total debt as of the bankruptcy filing. The company tapped Cowen & Company as investment banker and Epiq Systems Inc. as claims agent. ZAYO GROUP: S&P Puts 'B' CCR on CreditWatch Positive ---------------------------------------------------- S&P Global Ratings placed its 'B' corporate credit rating on Boulder, Colo.-based fiber infrastructure and colocation provider Zayo Group LLC on CreditWatch with positive implications. The CreditWatch follows the announcement that Zayo has entered into a definitive agreement to acquire Electric Lightwave (formerly Integra), a facilities-based provider of communications services, for $1.42 billion. The transaction is projected to close in early 2017. In S&P's view, the acquisition will further increase the scale of the company's fiber network, and generate meaningful cost synergies. S&P also believes that Zayo is well positioned to take advantage of increasing demand for bandwidth from both carrier and enterprise customers for the foreseeable future. S&P plans to resolve the credit watch placement in the coming months following a meeting with management to discuss strategic implications of the acquisition, the new capital structure going forward, and the company's financial policy. S&P could raise the rating by one-notch if it feels the improvement in the business is enough to offset modest increase in leverage. ZODIAC POOL: Moody's Assigns B3 CFR & Rates $500MM 1st Lien Loan B3 ------------------------------------------------------------------- Moody's Investors Service assigned a first time B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating to Zodiac Pool Solutions LLC. Moody's also assigned a B3 (LGD 3) rating to the company's proposed $500 million first lien term loan and a Caa2 (LGD 5) rating to a proposed $170 million second lien term loan. The rating outlook is stable. Proceeds from the facilities will be used to fund the acquisition of Zodiac Pool Holding SA and refinance its existing indebtedness. Zodiac Pool Solutions LLC has been created for this transaction and will hold Zodiac Pool Holding SA's North American subsidiaries. Zodiac Pool Holding SA and Zodiac Pool Solutions LLC will be subsidiaries of Zodiac Pool Solutions S.a.r.l. -- a holding company being created for this transaction. Zodiac Pool Solutions S.a.r.l., as well as several of its non-U.S. subsidiaries, will guarantee the obligations under the term loans issued by Zodiac Pool Solutions LLC. The acquisition is expected to close around mid-December. Ratings assigned: -- Corporate Family Rating at B3 -- Probability of Default Rating at B3-PD -- Senior secured first lien term loan at B3 (LGD 3) -- Senior secured second lien term loan at Caa2 (LGD 5) The rating outlook is stable. RATINGS RATIONALE Zodiac's B3 Corporate Family Rating reflects its small scale, participation in a cyclical industry, and very high financial leverage. The rating also reflects its position as one of four primary suppliers of pool equipment and adequate liquidity. The first lien term loan is rated B3, the same as the Corporate Family Rating, because it represents the preponderance of debt in the capital structure. It also has a lower priority interest (second lien) on current assets, which are secured on a first lien basis by the company's asset based revolving credit facility. The second lien term loan is rated Caa2, two notches below the Corporate Family Rating, because of the substantial amount of priority debt in the capital structure. The stable outlook reflects Moody's expectation that Zodiac's scale will remain modest and that financial leverage will remain high. Ratings could be downgraded if the company faces operating challenges, margins decline, liquidity deteriorates, or debt to EBITDA increases above 7.0 times. Ratings could be upgraded if the company can profitably grow its scale, maintain good liquidity, and sustain debt to EBITDA below 5.0 times. Zodiac, along with Zodiac Pool Solution S.a.r.l., designs, manufactures, and sells equipment for pools. Total sales for the Zodiac group of companies was EUR466 million for the 12 months ended September 30, 2016. Its largest markets are the U.S. (approximately 62% of sales), France (10%), and Australia (10%). The principal methodology used in these ratings was Consumer Durables Industry published in September 2014. ZOHAR CDO 2003: MBIA Finds New Investment to Cover Losses --------------------------------------------------------- Andrew Scurria, writing for The Wall Street Journal Pro Bankruptcy, reported that with one of Lynn Tilton's Zohar funds on the auction block, MBIA Insurance Corp. creditors struck a $363 million deal to help the insurance company absorb an expected default on another of her soured investment vehicles. According to the report, MIC, the structured-finance subsidiary of financial guarantor MBIA Inc., said on November 28 it had raised $325 million in rescue financing from a group of so-called surplus noteholders to cover a guaranteed claims payment on Zohar debt. The parent company will also kick in at least $38 million and up to $88 million under the proposed transaction toward the Zohar maturity, giving MIC a lifeline to avoid defaulting itself. The insurer still needs to secure several regulatory approvals, including from the New York Department of Financial Services and the U.K.'s Financial Conduct Authority, the report related. "The surplus noteholders likely think that MIC is worth more to keep it out of liquidation," Chas Tyson, vice president at investment bank and broker-dealer Keefe, Bruyette & Woods, told WSJ. "My guess is they think there's some value there, and that value will only be realized if you extend the life of MIC." If a monoline insurer fails to make policyholders whole, its regulator can restructure its debts via rehabilitation, a quasi-bankruptcy process that helped save Financial Guaranty Insurance Company and Ambac Assurance Corp. from extinction after the financial crisis, the report further related. Rehabilitations can bring years of delay and litigation, the report said. Surplus notes, which are treated as equity interests, are subordinated in such a restructuring, the report added. About Zohar CDO 2003-1 Patriarch Partners XV, LLC, filed involuntary Chapter 11 bankruptcy petitions against Zohar CDO 2003-1, Corp., Zohar CDO 2003-1, Limited and Zohar CDO 2003-1, LLC (Bankr. S.D.N.Y. Case Nos. 15-23681 to 15-23682) on Nov. 22, 2015. Patriarch Partners disclosed that it has filed, through one of its affiliates, an involuntary Chapter 11 petition for Zohar CDO 2003-1, Limited. Patriarch is Zohar I's largest creditor, holding $286.5 million face amount of Zohar I notes. Patriarch has placed Zohar I into Chapter 11 in order to protect Zohar I and Patriarch from the efforts of MBIA Inc. and MBIA Insurance Corporation, another creditor of Zohar I, to obtain Zohar I's assets for itself. Patriarch claimed it has been forced to pursue this route because of MBIA's fraudulent scheme to induce Patriarch XV to spend over $103 million to buy out a third-party noteholder in Zohar-I to facilitate a restructuring of Zohar-I. Lynn Tilton is CEO of Patriarch. Patriarch's restructuring counsel is Skadden, Arps, Slate, Meagher & Flom LLP and its financial advisor is Moelis & Co. ZUCKER GOLDBERG: Committee Wants Exclusivity Period Ended --------------------------------------------------------- The Official Committee of Unsecured Creditors of Zucker, Goldberg & Ackerman, LLC asks the U.S. Bankruptcy Court for the District of New Jersey to terminate the Debtor's exclusive periods to file a chapter 11 plan and solicit acceptances to the plan. The Official Committee tells the Court that they want authorization to file and solicit a Committee-sponsored plan of reorganization. The Official Committee contends that exclusivity is a privilege, the continuation of which must be earned by the Debtor. The Official Committee further contends that the Debtor's misdeeds, specifically those of Michael Ackerman, mandate the termination of exclusivity. The Official Committee tells the Court that the Examiner, a distinguished former bankruptcy judge, has concluded that Mr. Ackerman, among other things, engaged in self-dealing conduct pre-petition at the expense of the creditor body. The Official Committee asserts that Mr. Ackerman has distributed to himself approximately $90,000 in salary and caused the Debtor to pay his personal American Express bills, along with other personal expenses, including leased cars for himself and his family, and health and medical insurance premiums. The Official Committee avers that given Mr. Ackerman's utter and complete failure to observe his fiduciary duties,including his fiduciary duty to maximize the value of the estate, cause exists under section 1104(a) to appoint a chapter 11 trustee. It further avers that the appointment of a trustee will merely prolong the case, and that the Committee seeks to terminate the Debtor's exclusivity for cause. The Official Committee of Unsecured Creditors is represented by: David J. Adler, Esq. Matthew B. Heimann, Esq. MCCARTER & ENGLISH, LLP Four Gateway Center 100 Mulberry Street Newark, NJ 07102 Telephone: (973) 622-4444 Email: dadler@mccarter.com mheimann@mccarter.com About Zucker, Goldberg & Ackerman, LLC Formed in 1923 as Zucker & Goldberg, the law firm Zucker, Goldberg & Ackerman, LLC, was primarily engaged in the representation of lenders and secured parties in foreclosure matters, insolvency proceedings and related matters. The sole members of ZGA are Michael S. Ackerman, Esq. and Joel Ackerman, Esq. Michael S. Ackerman is the managing member of the firm. ZGA's primary offices are in Mountainside, New Jersey. Zucker, Goldberg & Ackerman, LLC, sought Chapter 11 protection (Bankr. D.N.J. Case No. 15-24585) in Newark, New Jersey, on Aug. 3, 2015, to complete the orderly liquidation of the business. The case is assigned to Judge Christine M. Gravelle. The Debtor disclosed total assets of $11.5 million and total liabilities of $53.3 million as of June 30, 2015. ZGA tapped Wasserman, Jurista & Stolz, P.C. as bankruptcy counsel; Brown, Moskowitz & Kallen, P.C., as special litigation counsel; Genova Burns as labor counsel; and BMC Group, Inc., as noticing and balloting agent. On Aug. 17, 2015, an Official Committee of Unsecured Creditors was appointed by the Office of the United States Trustee. The Committee on Oct. 15, 2015, won approval to retain McCarter & English, LLP ("McCarter") to serve as Committee counsel, effective as Aug. 14, 2015. * * * The Debtor in December 2015 filed a "Plan of Orderly Liquidation" which provides for the wind down of the firm's business. The Plan was put on hold pending the issuance of a report by the examiner. The Court on Feb. 8, 2016, entered an order approving the Acting U.S. Trustee's appointment of former bankruptcy judge Donald H. Steckroth, Esq., as examiner. The Creditors Committee sought an examiner to investigate possible claims against current and former members of the bankrupt foreclosure law firm and related "insiders." [*] Nicholas Foley Joins McKool Smith's Dallas Office as Principal ------------------------------------------------------------------ McKool Smith, a trial firm, on Dec. 1, 2016, disclosed that bankruptcy litigator Nicholas Foley has joined the firm as a principal in its Dallas office. Mr. Foley has more than 25 years of experience representing both plaintiffs and defendants in multi-million dollar disputes, in bankruptcy court and in follow-on litigation, and has tried a number of cases in federal, state, and bankruptcy courts as well as in arbitration proceedings. Prior to joining McKool Smith, Mr. Foley was a name partner at the Dallas, Texas-based law firm of Neligan Foley, LLP where he represented receivers in various matters arising from the Stanford insolvency, as well as the receiver for Idearc Litigation Trust, in a multi-billion dollar claim against a leading telecommunications company. He has also represented a Chapter 11 Trustee in a D&O claim arising from the Tecnet bankruptcy, and represented various bondholders in a major case against a bank relating to the Global Crossing bankruptcy, among other cases. Mr. Foley has represented the receiver and liquidator in a major cross-border insolvency proceeding, and also represented debtors, trustees, and creditors in significant bankruptcy cases in various bankruptcy courts, including in Texas and New York. He has also represented a number of clients in complex real estate insolvency matters. In addition to bankruptcy matters, Mr. Foley has represented clients in complex commercial litigation in numerous state and federal courts, including matters involving oil and gas disputes, contract claims, and breach of duty claims. He recently served as a member of the Plaintiff's Steering Committee for Individual Consumer Plaintiffs in the case In Re: Volkswagen Clean Diesel Litigation MDL matter pending in Travis County Texas. "Nick is a highly-skilled trial lawyer with significant experience in complex bankruptcy matters and related litigation," said David Sochia, Managing Principal of McKool Smith. "I am pleased to welcome him to the firm and have no doubt that he will be an excellent addition to our bankruptcy practice." "When you think of McKool Smith, what immediately comes to mind is 'trial powerhouse,'" Mr. Foley explained when discussing what attracted him to the firm. "The firm's reputation alone provides an advantage to clients who want to be assured that their lawyers are willing to go the distance for them. The firm also has a strong national profile and a significant coast-to-coast presence in New York and California, which made the move even more attractive for my practice." With more than 180 trial lawyers across offices in Austin, Dallas, Houston, Los Angeles, Marshall, New York, Silicon Valley, and Washington, D.C., McKool Smith has established a reputation as one of America's leading trial firms. Since 2006, the firm has secured nine nine-figure jury verdicts and ten eight-figure jury verdicts. The firm has also won more VerdictSearch and The National Law Journal "Top 100 Verdicts" over the last ten years than any other law firm in the country. Courtroom successes like these have earned McKool Smith critical acclaim and helped the firm become what The Wall Street Journal describes as "one of the biggest law firm success stories of the past decade." McKool Smith represents clients in complex commercial litigation, intellectual property, bankruptcy, and white collar defense matters. [*] Nick Foley Joins McKool Smith's Dallas Office ------------------------------------------------- Melissa Daniels, writing for Bankruptcy Law360, reported that Nick Foley, a 25-year veteran of bankruptcy and follow-on litigation, is joining McKool Smith PC as a principal at its Dallas office after leaving a smaller firm where he was a name partner, the firm announced on Nov. 30, 2016. At Neligan Foley LLP, he specialized in representing receivers, trustees, bondholders and liquidators, as well as clients in complex real estate insolvency matters. Mr. Foley told Law360 that while the small shop is skilled at what it does, he was attracted to the litigation chops and extensive resources of McKool Smith. His former firm has now been renamed Neligan LLP. According to his profile at McKool Smith, Mr. Foley focuses his practice on insolvency litigation, with a particular emphasis on plaintiffs' claims arising from insolvency proceedings. He has more than 25 years of experience representing both plaintiffs and defendants in multi-million dollar disputes, both in bankruptcy court and in follow-on litigation. He has tried a number of cases in federal, state and bankruptcy courts as well as in arbitration proceedings. Prior to joining McKool Smith, Mr. Foley represented receivers in various matters arising from the Stanford insolvency, as well as the receiver for Idearc Litigation Trust, in a multi-billion dollar claim against a leading telecommunications company. He also represented a Chapter 11 Trustee in a D&O claim arising from the Tecnet bankruptcy, and represented various bondholders in a major case against a bank relating to the Global Crossing bankruptcy, among other cases. Mr. Foley has represented the receiver and liquidator in a major cross-border insolvency proceeding, and also represented debtors, trustees, and creditors in significant bankruptcy cases in various bankruptcy courts, including in Texas and New York. He has also represented a number of clients in complex real estate insolvency matters. In addition to bankruptcy matters, he has represented clients in complex commercial litigation in numerous state and federal courts, including matters involving oil and gas disputes, contract claims, and breach of duty claims. He recently served as a member of the Plaintiff's Steering Committee for Individual Consumer Plaintiffs in the case In Re: Volkswagen Clean Diesel Litigation MDL matter pending in Travis County Texas. At McKool Smith, he may be reached at: Nicholas Foley, Principal McKool Smith 300 Crescent Court, Suite 1500 Dallas, TX 75201 Tel: 214.978.4944 Fax: 214.978.4044 E-mail: nfoley@mckoolsmith.com [*] UpRight Law Offers Pro-Bono Chapter 7 Bankruptcy Services ------------------------------------------------------------- UpRight Law, the first national online consumer law firm in the country, on Dec. 1, 2016, announced their holiday commitment to help veterans and their families with pro-bono bankruptcy services (Chapter 7) through the month of December. UpRight Law is offering to help one veteran and the veteran's immediate family for each day of the month of December, with a total of 31 cases. "Many families struggle through financial hardship and unfortunately veterans and their families are no exception," said attorney Jason Allen, Chief Operating Officer, UpRight Law. "UpRight wants to give back to those who have sacrificed tremendously to serve our country. We have the skills and resources to help veterans re-set and chart better finan cial paths for their futures. This is the beginning of our pro-bono initiatives where we'll leverage our technology platform to serve more Americans." To be eligible for the service, veterans are required to: -- Pay the court required filing fee of $335 -- Meet with their attorney at their office with all the documents required for filing within seven days of getting started -- Provide DD214 as proof of United States military veteran status If interested, veterans can sign up by filling out the form on this site: https://www.uprightlaw.com/upright-laws-annual-holiday-commitment-for-our-veterans-and-their-families UpRight Law has contributed to local Chicago causes, such as the Chicago Volunteer Legal Services Foundation, Autism Speaks, Chicago Cares, and local Chicago shelters for clothing drives during the holiday season. About UpRight Law Founded in 2013, UpRight Law is the first national online consumer law firm in the United States with more than 350 local partner attorneys across all 50 states. UpRight's social mission is to bring access to justice to millions of hardworking Americans by using technology to remove the most common obstacles that prevent consumers from receiving high-quality and affordable legal representation. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2016. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***