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/raid1/www/Hosts/bankrupt/TCR_Public/170103.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, January 3, 2017, Vol. 21, No. 2 Headlines 207 AINSLIE: Needs Until Jan. 31 to File Plan, Complete Settlement 21ST CENTURY CHARTER: S&P Affirms 'B+' Rating on Educational Bonds 3324 N. CLARK: Chicago Property Auction on Jan. 6 440 N. STATE: Hires Porter Law Network as Attorneys A.H. COOMBS: Court Denies Bid to Shorten Time on GVS Claim AIAD SAMUEL: Has $4.5MM Deal to Sell Sacramento Shopping Center AIAD SAMUEL: Selling Property to Lee and Nguyen for $1.1 Million AIAD SAMUEL: Selling Property to Lee and Nguyen for $1.2 Million ALGODON WINES: To Sell Stake in Mercari for $260,000 ALPHA NATURAL: Egan-Jones Withdraws CCC FC Sr. Unsecured Rating AM GENERAL: S&P Raises CCR to 'B-' Then Withdraws Rating AMERICAN GILSONITE: Taps PwC as Auditors and Tax Advisors AMPLIPHI BIOSCIENCES: Randal Kirk Reports 1% Stake as of Dec. 30 AMR CORPORATION: Court Allows True-Up Payments for Unions, BAML ANDREW L. COLEMAN: DOJ Watchdog Seeks Trustee, Ch. 7 Conversion ANGIOSOMA INC: Delays Filing of 2016 Form 10-K Over Merger APMETRIX INC: Seeks to Hire Smaha Law Group as Legal Counsel ARGITAKOS LLC: Seeks to Hire Re/Max Renaissance as Realtor ARIA ENERGY: S&P Affirms 'B-' CCR Then Revises Outlook to Positive ARKANOVA ENERGY: Delays Filing of Fiscal 2016 Form 10-K ASSOCIATED THORACIC: Seeks to Employ Milligan Firm as Counsel AUTUMN COVE: Hires Lamberth Cifelli as Counsel BAIA LLC: Case Summary & 20 Largest Unsecured Creditors BAILEY TOOL: Hires Harold Hopkins CPA as Accountant BELLISIO FOODS: S&P Withdraws 'B' CCR Following Debt Repayment BENEVOLENT HOSPICE: Case Summary & 8 Unsecured Creditors BENNU TITAN: Ch. 11 Trustee Hires Gordon Arata as Special Counsel BIOSTAR PHARMACEUTICALS: Files New Form S-3 Registration Statement BLANKENSHIP FARMS: Court Moved Plan Exclusivity Period to Jan. 31 BOULAYE MARINE: Must File Plan Outline Until Jan. 6 BPS US HOLDINGS: Michielli Buying Soccer Uniform Business for $2M CAROLINA MOLD: Case Summary & 14 Unsecured Creditors CASCO INVESTMENTS: Counsel Received Cognac, Whisky as Retainer CATASYS INC: Gets $300K From Sale of Convertible Debenture, Warrant CHAPARRAL ENERGY: Expands Scope of Ernst & Young's Employment CHINA COMMERCIAL: Stockholders Elect Five Directors COMMUNITY HEALTH: Fitch Affirms 'B' IDR, Off Watch Evolving CONVATEC HEALTHCARE: S&P Raises CCR to 'BB' Then Withdraws Rating CRITICAL CAR CARE: Seeks to Employ Howard Fox CPA as Accountant CYTORI THERAPEUTICS: Has Resale Prospectus of 6.5M Common Shares DETROIT SERVICE: S&P Affirms 'BB-' Rating on 2011 Bonds DIADEM ENTERPRISES: Hires McWhorter Cobb as Counsel DIGIPATH INC: Needs More Time to File Fiscal 2016 Form 10-K DOMINION RESOURCES: Black Warrior Trust Terminated EARTH PRODUCTS: Hires Blumenstein Law as Special Counsel EGIRA LLC: Creditors Seek G. David Dean as Ch. 11 Trustee ELITE RESEARCH: Seeks to Hire Harry P. Stampler as Auctioneers ENCLAVE AT HILLSBORO: Court Extends Payoff Delivery Date ESSENTIAL LIVING: Terraholdings Buying All Assets for $1.5 Million EXACT PLUMBING: Hires Mickler & Mickler as Counsel FAHEY EXTERIORS: Hires Supple Law as Counsel FORTRESS TRANSPORTATION: S&P Affirms 'B' CCR, Outlook Stable GRAND TRAVERSE: S&P Lowers Rating on 2007 School Bonds to 'BB' GREAT BASIN: Had 746,277 Outstanding Common Stock as of Dec. 30 GUIDED THERAPEUTICS: Signs $330K Securities Pact With RedDiamond GULFMARK OFFSHORE: Terminates Tender Offer for 6.375% Senior Notes HARBORVIEW TOWERS COUNCIL: Disclosures OK'd; Feb. 13 Plan Hearing HILL-ROM HOLDINGS: S&P Affirms 'BB+' CCR, Outlook Stable HOUSE OF PRAYER: Hires Porter Law Network as Attorneys HUMMEL STATION: S&P Affirms 'BB-' Rating on $460MM Sr. Sec. Loan IDDINGS TRUCKING: Case Summary & 20 Largest Unsecured Creditors ILLINOIS POWER: Hires Jeff Hunter as Chief Restructuring Officer IMAG VIDEO/AV: Case Summary & 20 Largest Unsecured Creditors IMAGEWARE SYSTEMS: Creates Series G Convertible Preferred Stock IMAGEWARE SYSTEMS: Extends Executives' Contracts Until December INTERNATIONAL SHIPHOLDING: Oslo Buying Vessel for $3.3 Million INVENERGY THERMAL: S&P Lowers Rating on $340MM Term Loan B to 'B' INZI INC: Hires Eric A. Liepins as Bankruptcy Counsel JRJ LIMITED: Court Approves Disclosure Statement JUAN GARCIA: Rick Guerra's Employment as Counsel Partly Denied KINGDOM REAL ESTATE: Case Summary & 10 Unsecured Creditors LEGACY TRADITIONAL: S&P Withdraws 'BB-' Rating on Series 2013 Debt LIME ENERGY: Deregisters Shares Unsold Under Stock Plans LIMITLESS MOBILE: To Employ Wilkinson Barker as Special Counsel MAHI LLC: Unsecured Creditors' Recovery Unknown Under Ch. 11 Plan MEMORIAL PRODUCTION: Has Restructuring Deal, To File for Ch. 11 MOLYCORP INC: Egan-Jones Withdraws 'D' Sr. Unsecured Debt Ratings NAHID M F: Seeks to Hire Dsouza Law Group as Legal Counsel NASTY GAL: CPO Sought to Assist Sale of Assets, Customer Databases NET ELEMENT: Receives Noncompliance Notice From NASDAQ NEXTSTEP DEVELOPMENT: Plan Exclusivity Period Moved to Feb. 28 NJOY INC: Hires Crowe Horwath as Accountants NORTH FORK COMPOSITES: CV Buying All Assets NORTH PHILADELPHIA HEALTH: Case Summary & 30 Unsecured Creditors NORTHERN MEADOWS: Seeks Additional 90-day Exclusivity Extension NUVERRA ENVIRONMENTAL: Adopts Key Employee Incentive Plan ONEOK INC: S&P Affirms 'BB+' Rating on Sr. Unsecured Debt PALM DRIVE: S&P Affirms 'CCC+' Rating on 2005 Tax Revenue Bonds PBA EXECUTIVE: Landlord Seeks Adequate Protection, Ch. 11 Trustee PEABODY ENERGY: Extends Debt Deadline to Jan. 6 PEABODY ENERGY: More Creditors Sign Plan Support Agreement PRECISE CORPORATE: Taps Smith Law Offices as Legal Counsel QUICKSILVER INC: Egan-Jones Withdraws 'C' FC Sr. Unsecured Rating REX ENERGY: CEO's Contract Extended Until December 2019 RIDGEVILLE PLAZA: Case Summary & 20 Largest Unsecured Creditors RIVER NORTH 414: Unsecureds To Get Prorata Share of Cash, Equity ROBERT LEVITT: M&C Properties Buying Kansas City Parcels for $59K ROLLOFFS HAWAII: Hires O'Connor Playdon & Guben LLP as Counsel ROUST CORP: Files for Ch. 11 with Plan to Cut Debt by $462MM ROUST CORPORATION: Case Summary & 11 Unsecured Creditors ROWE CONTRACTING: Must File Plan Outline By Jan. 6 RYAN EXCAVATING: Has Until Jan. 23 To File Plan & Disclosures SA INTER INVEST: Unsecureds To Recoup 100% in 60 Payments SCARBOROUGH & HARGETT: Unsecureds To Recoup 39.3% in 60 Months SEARS HOLDINGS: Edward Lampert Reports 54.8% Stake as of Dec. 28 SEARS HOLDINGS: Secures Up To $500M Standby Letter Credit Facility SHULL PLUMBING: Court Approves Disclosure Statement SIGEL'S BEVERAGES: Unsecureds To Get 15% Under Ch. 11 Plan SIGNAL BAY: Delays Filing of Fiscal 2016 Form 10-K SOTERA WIRELESS: Hires Cooley LLP as Special Counsel SPECTACULARX INC: Hires Darilek Butler as Accountant STALLION OILFIELD: S&P Lowers CCR to 'D' Then Withdraws Rating STEPHEN MOFFITT: Scott Buying Johnson City Properties for $345K SWING HOUSE REHEARSAL: Seeks to Employ Levene Neale as Counsel TRANSMAR COMMODITY: Voluntary Chapter 11 Case Summary TWENTYEIGHTY INC: S&P Lowers CCR to 'D' After Missed Payment UCI INT'L: Completes Financial Restructuring, Exits Chapter 11 URKARN DIAMOND: Hires Joyce W. Lindauer as Counsel VINH PHAT: Hires Murphy Business & Financial as Business Brokers W.R. GRACE: Bid to Discharge Plum Creek's Claim Granted WERTHAN PACKAGING: Hires Bass Berry as Counsel WONDERWORK INC: Files Ch. 11 After Losing to $16M Arbitration Award XTERA COMMUNICATIONS: Committee Seeks to Retain BDO USA as Advisor XTERA COMMUNICATIONS: Committee Seeks to Retain Lowenstein Sandler XTERA COMMUNICATIONS: Committee to Retain Bayard as Co-Counsel [^] Large Companies with Insolvent Balance Sheet ********* 207 AINSLIE: Needs Until Jan. 31 to File Plan, Complete Settlement ------------------------------------------------------------------ 207 Ainslie, LLC asks the U.S. Bankruptcy Court for the Eastern District of New York to further extend the exclusive periods within which to file and solicit acceptances or rejections to a plan of reorganization to January 31, 2017 and March 31, 2017, respectively. The Debtor's exclusive periods to file plan of reorganization and solicit acceptances thereto were previously extended by the Court and would have expired on December 30, 2016 and February 28, 2017, respectively. The Debtor relates that at the last status conference held on December 21, 2016, the Debtor committed to making its best efforts to file a plan no later than January 10, 2017. However, with the intervening exclusivity deadline approaching, the Debtor seeks further extension of the deadlines so that there is no loss of exclusivity in the interim, and so as to maintain the status quo in the plan process. The Debtor contends that it has been negotiating with the City of New York and Conselyea Street Block Association, Inc. and has worked out the principal terms of settlement in relation to their competing claims against the Debtor's rights in the real property at 207-217 Ainslie Street, Brooklyn, NY. The Debtor further contends that the principal terms of the settlement are currently reduced to writing and will be approved and implemented through the plan that the Debtor is drafting in anticipation of the completion of the settlement documents. About 207 Ainslie 207 Ainslie, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 16-41426) on April 1, 2016. The petition was signed by Harry Einhorn, manager. The case is assigned to Judge Nancy Hershey Lord. The Debtor disclosed total assets of $14 million and total debts of $5.07 million at the time of filing. The Debtor is represented by Kevin J Nash, Esq. at Goldberg Weprin Finkel Goldstein LLP. 21ST CENTURY CHARTER: S&P Affirms 'B+' Rating on Educational Bonds ------------------------------------------------------------------ S&P Global Ratings revised its outlook to negative from stable on the Indiana Finance Authority's $12.945 million series 2013A and $555,000 taxable series 2013B educational facilities revenue bonds, issued for 21st Century Charter School (21st Century). S&P Global Ratings affirmed its 'B+' rating on the bonds. "The negative outlook reflects our view of the school's negative operations in fiscal 2016, which led to a debt service coverage covenant violation," said S&P Global Ratings credit analyst Kaiti Wang, "and while this is partly due to accounting conventions on a new state loan incurred by the school in fiscal 2016, we believe operations in fiscal 2017 may remain pressured when such revenues are not available and may result in further coverage covenant violations." The school also remains in violation of the days' cash on hand covenant for fiscal years 2015 and 2016. While management is currently trying to amend the days' cash on hand covenant, no formal agreement has been established with bondholders. If the covenant is not amended, S&P believes the school will continue to be in violation in the future. While the covenant violations do not result in an event of default, S&P believes they are an indication of continual financial weakness. The affirmation of the rating is currently supported by consistently solid enrollment growth and an anticipated improvement in academic performance, which is stronger than that of its competitors. 21st Century is a grade K-12 midsize charter school in Gary. 3324 N. CLARK: Chicago Property Auction on Jan. 6 ------------------------------------------------- Judge Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois authorized 3324 N. Clark Street, LLC's bidding procedures in connection with the sale of real and personal property located 3324 N. Clark Street, Chicago, Illinois, by auction. A copy of the Bidding Procedures attached to the Order is available for free at: http://bankrupt.com/misc/3324_N_Clark_77_Order.pdf An initial hearing on the Motion was conducted on Nov. 15, 2016. The Wintrust Bank is deemed to be a Qualified Bidder for all purposes and in all respects with regard to the Bidding Procedures, and the Wintrust Bank's credit bidding rights under Section 363(k) are preserved and affirmed. The Auction for the sale of the property will be held on Jan. 6, 2017, or at such other time as may be designated by the Broker (following consultation with the Debtor and the Bank), pursuant to the terms and conditions set forth in the Bidding Procedures to determine the Winning Bidder. The deadline for objecting to the approval of the sale of the Property pursuant to the terms of the Stalking Horse Agreement, or to such higher and/or better offer or as may appear at the Auction and be deemed to be the Winning Bidder, or the rejection of any Rejected Contract, including the sale of the property free and clear of all claims pursuant to Section 363(1) of the Bankruptcy Code, is Feb. 1, 2017. The Court will conduct the Sale Hearing on Feb. 7, 2017, at 10:00 a.m. (PCT), at which time the Bankruptcy Court will consider approval of the sale of the property pursuant to the terms of the Stalking Horse Agreement, or to such higher and/or better offer or as may appear at the Auction and be deemed to be the Winning Bidder. The Sale Hearing may be adjourned or rescheduled with notice by an announcement of the adjourned date at the Sale Hearing. No person or entity will be entitled to any expense reimbursement, break-up fees, "topping," termination or other similar fee or payment in connection with the Bidding Procedures. Unless expressly set forth all time periods set forth in the Bidding Procedures Order will be calculated in accordance with Bankruptcy Rule 9006(a). Notwithstanding the possible applicability of Bankruptcy Rules 6004, 6006, 7062, 9014 or otherwise, the terms and conditions of the Bidding Procedures Order will be immediately effective and enforceable upon its entry. About 3324 N. Clark Street 3324 N. Clark Street, LLC, sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 16-30934) on Sept. 28, 2016. The petition was signed by Simone Singer Weissbluth, manager of WMW Investments, LLC, the manager of the Debtor. The case is assigned to Judge Donald R. Cassling. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor is represented by Ariel Weissberg, Esq. and Devvrat Sinha, Esq. at Weissberg and Associates, Ltd. The Debtor also employs Saul R. Wexler, member of the Law Offices of Saul R. Wexler, as its special counsel; and Rick Levin & Associates, Inc. as its a real estate broker in connection with the sale of its real property located at 3324 N. Clark Street, Chicago, Illinois. No trustee, examiner, or official committee of unsecured creditors has been appointed. 440 N. STATE: Hires Porter Law Network as Attorneys --------------------------------------------------- 440 N. State, LLC seeks authorization from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Porter Law Network as attorneys. The Debtor is an Illinois limited liability company that operates a bar in the River North neighborhood in Chicago. The Debtor requires Porter Law to: a. give the Debtor legal advice with respect to its powers and duties as debtor-in-possession in the continued management of its assets; b. prepare such applications, motions, complaints, orders, reports, pleadings, plans, disclosure statements or other papers on Debtor's behalf that may be necessary in connection with this case; c. take action as may be necessary with respect to claims that may be asserted against the Debtor; and d. perform any other legal services for the Debtor that may be required in connection with this case. Porter Law will be paid at these hourly rates: Karen J. Porter $400 Associated Attorneys $250 Legal Assistants $175 Porter Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the commencement of the case the Porter Law Network received a retainer in the amount of $6,717. Karen J. Porter, Esq., Porter Law Network, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Porter Law may be reached at: Karen J. Porter, Esq. Porter Law Network 230 West Monroe, Suite 240 Chicago, IL 60606 Phone: (312)372-4400 Fax: (312)372-4160 About 440 N. State 440 N. State, LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D.Ill. Case No. 16-34870) on October 31, 2016. Karen J. Porter, Esq., at Porter Law Network serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. A.H. COOMBS: Court Denies Bid to Shorten Time on GVS Claim ---------------------------------------------------------- Judge William T. Thurman of the United States Bankruptcy Court for the District of Utah denied Debtor A.H. Coombs, LLC's Motion to Shorten Time on Motion for an Order (A) Determining Cure Amount on GVS Claim Under 11 U.S.C. 1124(2); (B) Determining (or Disallowing) GVS's Claim Under 11 U.S.C 502(b); and (C) Setting an Evidentiary Hearing on These Matters Before the Confirmation Hearing. A.H. Coombs has requested shortened time on six matters since the bankruptcy case commenced. GVS, a secured creditor, has cooperated with four requests to shorten time, but has objected to the final two requests for shortened time, arguing that A.H. Coombs should comply with the time limits set for in the Bankruptcy Rules and should not seek expedited hearings as a matter of course. Further, GVS argued that the current motion is a disguised objection to its claim and a "clever ploy" to get around proper noticing requirements. Judge Thurman found that A.H. Coombs' "cause" is that it wants its Motion heard before the Court conducts the final hearing on the creditor's Motion for Relief from Stay. The judge held that that is not a legally sufficient reason to shorten time. Judge Thurman also found that GVS would be prejudiced by granting a motion to shorten time on the matter. Further, Judge Thurman found that the A.H. Coombs' prior motions seeking shortening of time for hearings have been excessive. The judge pointed out that, while the Bankruptcy Rules allow for preliminary hearings on cash collateral to be expedited, requesting shortened notice on other matters is to be done sparingly, and not as a matter of course. A full-text copy of Judge Thurman's December 22, 2016 memorandum decision is available at http://bankrupt.com/misc/utb16-25559-175.pdf About A.H. Coombs CHC Development Co., Inc., was incorporated in 1976 to develop and operate a business as the Green Valley Spa Resort. A.H. Coombs, LLC, was created about the same time to own and hold the real property where CHC would operate the Spa Resort. CHC Development Co. and A.H. Coombs, LLC, filed Chapter 11 bankruptcy petitions (Bankr. D. Utah. Case No. 16-25558 and 16-25559) on June 25, 2016. The petitions were signed by Alan H. Coombs, president. CHC estimated assets at $0 to $50,000 and liabilities at $100,001 to $500,000 at the time of the filing. A.H. Coombs estimated assets and debt at $0 to $50,000 at the time of the filing. AIAD SAMUEL: Has $4.5MM Deal to Sell Sacramento Shopping Center --------------------------------------------------------------- Scott M. Sackett, the duly-appointed Chapter 11 trustee in the bankruptcy case of Aiad and Hoda Samuel, moves the U.S. Bankruptcy Court Eastern District of California for an order approving the sale of the real property in West Sacramento, California including any related personal property items identified in the proposed sale agreement to RC Consulting, Inc., free and clear of liens for $4,500,000, subject to overbidding. The Debtors own the real property known as 900-974 Sacramento Avenue, West Sacramento, California. The property, identified by Assessor parcel number APN# 010-320-71, has been improved with a retail commercial shopping center. Fourteen retail suites at the Real Property are currently leased to tenants, who are obligated to pay monthly rent to the Estate under those leases. No formal appraisal has been performed on the Real Property for the Estate. The Trustee has obtained a preliminary title report for the Real Property that shows no monetary liens, claims, or encumbrances other than (i) past due real property taxes on the Real Property estimated at approximately $153,882 as of Nov. 22, 2016, (ii) a deed of trust recorded by Tri-Counties Bank, and assigned to Fairview, to secure payment of certain indebtedness in the amount of $3,250,000 as of January 1, 2010 (the "Fairview Deed of Trust") and (iii) a lien recorded by the USA to secure payment of a restitution Judgment in the amount of $3,029,413 as of February 12, 2015 (the "USA Restitution Lien"). The Real Property has been listed for sale by real estate broker Mark Tabak of Cushman and Wakefield of California, Inc. ("Cushman") since soon after Cushman's employment was approved on July 27, 2016. The Buyer's present agreement to pay $4,500,000 is the best offer the Trustee has received. The terms of the Sale Agreement include: a. The sale of the Real Property to the Buyer for $4,500,000; b. The Trustee's assumption and assignment of the four tenant leases at the Real Property; c. All contingencies to the sale, other than Bankruptcy Court approval of this Motion and the related motion to assume and assign, are expected to be removed or satisfied; d. The sale of the Real Property is on an "AS-IS/WHERE-IS" basis; and e. The close of escrow is scheduled to occur within 15 days after entry of an order approving the sale, assuming that the Court waives any stay of the effective date of the Court's order. The Trustee seeks approval for payment of a commission in the amount of 5% of the gross sales price of $4,500,000 for a total commission amount of $225,000 (the "Commission"). Cushman represents both the Buyer and the Seller in this transaction, so the full Commission would be paid to Cushman upon close of escrow with the Buyer. Based upon the Trustee's estimates, the Trustee is informed and believes that the Estate will receive net proceeds from the sale of the Real Property in the amount of approximately $1,019,464 before payment of allowed Fairview attorneys' fees, funding the estate reserve, or payment to the USA, which is likely to be the highest net return to the Estate from any of the Estate's properties. Short Sale Consent from the USA The Trustee is informed and believes that the USA will agree to release its liens on the Real Property in exchange for receipt of payment on the USA Claim (the "USA Payment") from the proceeds of the sale of the Property in the amount of the remaining net sales proceeds after payment/reserve for the Fairview Claim, the property taxes, the broker's commission, the costs of sale, and a reserve of up to $400,000 (the "Estate Reserve") in the aggregate from the sale of all estate properties. The Trustee is expects that the USA will agree to waive any right to credit bid at the sale hearing. The USA will retain the remaining balance of its claim secured by its lien on other Estate property. The reserve of up to $400,000 shall be set aside by the Trustee for payment of allowed Trustee's fees and professional fees to the extent that there are no unencumbered funds on hand to pay such fees and up to $50,000 reserved for unsecured creditors (the "Estate Contribution"). Based upon the Trustee's current information and projections, and the Proof of Claim filed by the USA, the Trustee projects that the USA will have a deficiency claim against the Estate after the sale of the Real Property in excess of $2,000,000. Overbidding If any person values the Real Property at greater than $4,500,000, that buyer can seek to qualify itself as an overbidder and seek to bid at the sale hearing. The Trustee requests adoption of bidding procedures for the sale of the Real Property subject to overbid, summarized as follows: (a) Valuation of the consideration being received by the Estate from the sale of the Real Property at $4,500,000; (b) the initial overbid must be at least $25,000 higher than the $4,500,000 gross sale price that the Estate will receive from a sale to the Buyer, and each successive bid thereafter must be at least $10,000 more than the previous highest qualified overbid or such other amounts as the Trustee determines is appropriate; (c) before being permitted to bid, any overbidder must deliver to the Trustee a deposit by cashier check payable to the Estate, in an amount equal to $100,000, and if an overbid is successful, the deposit by the successful overbidder shall be non-refundable; in addition, any person or entity seeking to overbid must identify the proposed overbidder and any principals, owners, members, or shareholders of the bidder and provide evidence of the prospective buyer's source of capital or other financial ability to complete the contemplated transaction(s), the adequacy of which the Trustee and his advisors will determine in their sole discretion; (d) any overbid must be on the same terms and conditions as the Sale Agreement, and any overbidder must agree to sign a purchase and sale agreement for the purchase of the Real Property in substantially the same form and terms as the Sale Agreement, except that all contingencies shall be deemed satisfied, waived, or otherwise removed and close of escrow shall occur on or before 15 days after the Court enters an order approving the sale; (e) RC Consulting, Inc., as the stalking horse buyer for the Real Property under the terms of the Sale Agreement, shall be paid a break-up fee in the amount of $10,000 from the proceeds of the sale of the Real Property to a successful overbidder; and (f) approval by the Court of the second highest bid as a back-up buyer on same terms and conditions. A full-text copy of the Motion is available at: http://bankrupt.com/misc/caeb16-21585_417_Sale_M_A_Samuel.pdf About the Samuels Aiad Samuel and Hoda Samuel filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 16-21585) on March 15, 2016. The Debtors' principal business enterprise is real estate management and leasing. On May 10, 2016, the Court approved the appointment of Scott M. Sackett as the Chapter 11 Trustee for the Debtors' Estate. Attorneys for the Chapter 11 Trustee: Donald W. Fitzgerald Jason E. Rios, Esq. FELDERSTEIN FITZGERALD WILLOUGHBY & PASCUZZI LLP 400 Capitol Mall, Suite 1750 Sacramento, CA 95814 Telephone: (916) 329-7400 Facsimile: (916) 329-7435 E-mail: dfitzgerald@ffwplaw.com jrios@ffwplaw.com AIAD SAMUEL: Selling Property to Lee and Nguyen for $1.1 Million ---------------------------------------------------------------- Scott M. Sackett, the duly-appointed Chapter 11 trustee in the bankruptcy case of Aiad and Hoda Samuel, moves the U.S. Bankruptcy Court Eastern District of California, for an order approving the sale of the real property commonly known as 5501 Power Inn Road, Sacramento, California to Susan Thuyminh Lee and Hoang Joseph Duc Nguyen (the "Buyer") free and clear of liens for $1,100,000, subject to overbidding and the bidding procedures. The Trustee asks the Court to approve the sale of the Real Property to the Buyer in exchange for the Buyer's payment of the purchase price in the amount of $1,100,000, subject to overbidding, in accordance with the terms and conditions set forth in the Standard Offer, Purchase Agreement and Deposit Receipt and any addenda or amendments thereto (the "Sale Agreement"). The sale of the Real Property is on an "AS-IS" basis. The Trustee anticipates that all buyer contingencies to the sale, other than Bankruptcy Court approval of the sale and the Trustee's related motion to assume and assign the lease agreements related to the Real Property, shall be removed or satisfied. In the alternative, the Trustee asks the Court to approve the sale of the Real Property, on the same terms and with no conditions, to the best overbidder that is approved by the Trustee and the Court at the hearing on this Motion, taking into consideration all factors, and approval of a "back-up" buyer. The Real Property, identified by Assessor parcel number APN# 023-0312-004, has been improved with a retail commercial shopping center. Three retail suites at the Real Property are currently leased to tenants, who are obligated to pay monthly rent to the Estate under those leases. The Real Property has been listed for sale by real estate broker Mark Tabak of Cushman and Wakefield of 5501 Power Inn Road, Sacramento, CA California, Inc., since soon after Cushman's employment was approved on July 27, 2016. The Trustee seeks approval for payment of a commission in the amount of 5% of the gross sales price of $1,100,000 for a total commission amount of $55,000. Cushman represents both the Buyer and the Seller in this transaction, so the full Commission would be paid to Cushman upon close of escrow with the Buyer. If the Real Property is sold to an overbidder and the successful over-bidder is represented by another broker, the Commission will be split 50/50 by Cushman and the broker for the successful over-bidder. Debt to JPMorgan The Trustee has obtained a preliminary title report for the Real Property that shows no monetary liens, claims, or encumbrances other than (i) past due real property taxes on the Real Property estimated at approximately $16,741.57 as of December 23, 2016, (ii) a deed of trust recorded by Washington Mutual Bank, and assigned to JPMorgan, to secure payment of certain indebtedness in the amount of $1,030,000 as of December 16, 2005 (the "JPMorgan Deed of Trust"), (iii) liens related to delinquent utility fees in the estimated amounts of $340.05 and $195, (iv) a lien recorded in violation of the automatic stay by Jackson & Ekstrom, a California general partnership in the amount of $2,583.00, and (v) a lien recorded by the USA to secure payment of a restitution Judgment in the amount of $3,029,412.64 as of February 12, 2015 (the "USA Restitution Lien"). The Trustee proposes to pay the valid amount of the JPMorgan Claim in full through escrow in principal amount of $667,641, plus accrued interest of $15,102 through Dec. 23, 2016 and additional per diem interest of $53.36 for each day from Dec. 23 through closing. The Trustee disputes any JPMorgan claim of interest in excess of 2.985% per annum. In addition, the Trustee does not know the amount of attorneys' fees claimed by JPMorgan, since the JPMorgan Claim does not specify an amount. The Trustee objects to any attorneys' fees claimed by JPMorgan in excess of a reasonable amount related to the JPMorgan Claim. The Trustee is hopeful that he can reach a resolution of these issues with the JPMorgan prior to the hearing. However, if no resolution is reached the Trustee requests an order authorizing the Trustee to sell free and clear of the JPMorgan Deed of Trust with the JPMorgan lien attaching to the $10,000 in funds set aside for the disputed liens. Based upon the Trustee's estimates, the Trustee is informed and believes that the Estate will receive net proceeds from the sale of the Real Property in the amount of approximately $351,832 before payment of allowed JPMorgan attorneys' fees, funding the estate reserve, or payment to the USA. Short Sale Consent from the USA The Trustee is informed and believes that the USA will agree to release its liens on the Real Property in exchange for receipt of payment on the USA Claim (the "USA Payment") from the proceeds of the sale of the Property in the amount of the remaining net sales proceeds after payment/reserve for the JPMorgan Claim, the property taxes, the broker’s commission, the costs of sale, and a reserve of up to $400,000 (the “Estate Reserve”) in the aggregate from the sale of all estate properties.4 The Trustee expects that the USA will agree to waive any right to credit bid at the sale hearing. The USA will retain the remaining balance of its claim secured by its lien on other Estate property. The reserve of up to $400,000 will be set aside by the Trustee for payment of allowed Trustee's fees and professional fees to the extent that there are no unencumbered funds on hand to pay such fees and up to $50,000 reserved for unsecured creditors (the "Estate Contribution"). Based upon the Trustee's current information and projections, and the Proof of Claim filed by the USA, the Trustee projects that the USA will have a deficiency claim against the Estate after the sale of the Real Property in excess of $2,000,000. Overbidding The Buyer's present agreement to pay $1,200,000 is the best offer the Trustee has received. Moreover, if any person values the Real Property at greater than $1,200,000, that buyer can seek to qualify itself as an overbidder and seek to bid at the sale hearing. The Trustee requests adoption of bidding procedures for the sale of the Real Property subject to overbid, summarized as follows: (a) Valuation of the consideration being received by the Estate from the sale of the Real Property at $1,100,000; (b) the initial overbid must be at least $25,000 higher than the $1,100,000 gross sale price that the Estate will receive from a sale to the Buyer, and each successive bid thereafter must be at least $10,000 more than the previous highest qualified overbid or such other amounts as the Trustee determines is appropriate; (c) before being permitted to bid, any overbidder must deliver to the Trustee a deposit by cashier check payable to the Estate, in an amount equal to $100,000, and if an overbid is successful, the deposit by the successful overbidder shall be non-refundable; in addition, any person or entity seeking to overbid must identify the proposed overbidder and any principals, owners, members, or shareholders of the bidder and provide evidence of the prospective buyer's source of capital or other financial ability to complete the contemplated transaction(s), the adequacy of which the Trustee and his advisors will determine in their sole discretion; (d) any overbid must be on the same terms and conditions as the Sale Agreement, and any overbidder must agree to sign a purchase and sale agreement for the purchase of the Real Property in substantially the same form and terms as the Sale Agreement, except that all contingencies will be deemed satisfied, waived, or otherwise removed and close of escrow will occur on or before 15 days after the Court enters an order approving the sale; (e) Susan Thuyminh Lee and Hoang Joseph Duc Nguyen, as the stalking horse buyer for the Real Property under the terms of the Sale Agreement, will be paid a break-up fee in the amount of $10,000 from the proceeds of the sale of the Real Property to a successful overbidder; and (f) approval by the Court of the second highest bid as a back-up buyer on same terms and conditions. About the Samuels Aiad Samuel and Hoda Samuel filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 16-21585) on March 15, 2016. The Debtors' principal business enterprise is real estate management and leasing. On May 10, 2016, the Court approved the appointment of Scott M. Sackett as the Chapter 11 Trustee for the Debtors' Estate. The Chapter 11 Trustee is represented by attorneys at Felderstein Fitzgerald Willoughby & Pascuzzi LLP. AIAD SAMUEL: Selling Property to Lee and Nguyen for $1.2 Million ---------------------------------------------------------------- Scott M. Sackett, the duly-appointed Chapter 11 trustee in the bankruptcy case of Aiad and Hoda Samuel, moves the U.S. Bankruptcy Court Eastern District of California, for an order approving the sale of the real property commonly known as 6955 Stockton Boulevard, Sacramento, California, to Susan Thuyminh Lee and Hoang Joseph Duc Nguyen (the "Buyer") free and clear of liens for $1,200,000, subject to overbidding and the bidding procedures. The Trustee has obtained a preliminary title report for the Real Property that shows no monetary liens, claims, or encumbrances other than (i) past due real property taxes on the Real Property estimated at approximately $13,434 as of Nov. 18, 2016, (ii) the potential assessments related to the Notices of Pending Enforcement, and (iii) a lien recorded by the USA to secure payment of a restitution Judgment in the amount of $3,029,413 as of February 12, 2015 (the "USA Restitution Lien"). The Trustee is informed and believes that the proposed sale will generate net proceeds for the estate of approximately $1,116,952 before funding the estate reserve, or payment to the USA. The Real Property has been listed for sale by real estate broker Mark Tabak of Cushman and Wakefield of California, Inc., since soon after Cushman's employment was approved on July 27, 2016. Cushman The Trustee seeks approval for payment of a commission in the amount of 5% of the gross sales price of $1,200,000 for a total commission amount of $60,000 (the "Commission"). Cushman represents both the Buyer and the Seller in this transaction, so the full Commission would be paid to Cushman upon close of escrow with the Buyer. If the Real Property is sold to an overbidder and the successful over-bidder is represented by another broker, the Commission will be split 50/50 by Cushman and the broker for the successful over-bidder. Short Sale Consent From the USA The Trustee is informed and believes that the USA will agree to release its liens on the Real Property in exchange for receipt of payment on the USA Claim (the "USA Payment") from the proceeds of the sale of the Property in the amount of the remaining net sales proceeds after payment/reserve for the JPMorgan Claim, the property taxes, the broker's commission, the costs of sale, and a reserve of up to $400,000 (the "Estate Reserve") in the aggregate from the sale of all estate properties. The Trustee is expects that the USA will agree to waive any right to credit bid at the sale hearing. The USA will retain the remaining balance of its claim secured by its lien on other Estate property. The reserve of up to $400,000 will be set aside by the Trustee for payment of allowed Trustee's fees and professional fees to the extent that there are no unencumbered funds on hand to pay such fees and up to $50,000 reserved for unsecured creditors (the "Estate Contribution"). Based upon the Trustee's current information and projections, and the Proof of Claim filed by the USA, the Trustee projects that the USA will have a deficiency claim against the Estate after the sale of the Real Property in excess of $2,000,000. Bidding Procedures In the alternative, the Trustee asks the court to approve the sale of the Real Property, on the same terms and with no conditions, to the best overbidder that is approved by the Trustee and the Court at the hearing on this Motion, taking into consideration all factors, and approval of a "back-up" buyer. The Trustee requests adoption of bidding procedures for the sale of the Real Property subject to overbid, summarized as follows: (a) Valuation of the consideration being received by the Estate from the sale of the Real Property at $1,200,000; (b) the initial overbid must be at least $25,000 higher than the $1,200,000 gross sale price that the Estate will receive from a sale to the Buyer, and each successive bid thereafter must be at least $10,000 more than the previous highest qualified overbid or such other amounts as the Trustee determines is appropriate; (c) before being permitted to bid, any overbidder must deliver to the Trustee a deposit by cashier check payable to the Estate, in an amount equal to $100,000, and if an overbid is successful, the deposit by the successful overbidder shall be non-refundable; in addition, any person or entity seeking to overbid must identify the proposed overbidder and any principals, owners, members, or shareholders of the bidder and provide evidence of the prospective buyer's source of capital or other financial ability to complete the contemplated transaction(s), the adequacy of which the Trustee and his advisors will determine in their sole discretion; (d) any overbid must be on the same terms and conditions as the Sale Agreement, and any overbidder must agree to sign a purchase and sale agreement for the purchase of the Real Property in substantially the same form and terms as the Sale Agreement, except that all contingencies shall be deemed satisfied, waived, or otherwise removed and close of escrow shall occur on or before 15 days after the Court enters an order approving the sale; (e) Susan Thuyminh Lee and Hoang Joseph Duc Nguyen, as the stalking horse buyer for the Real Property under the terms of the Sale Agreement, shall be paid a break-up fee in the amount of $10,000 from the proceeds of the sale of the Real Property to a successful overbidder; and (f) approval by the Court of the second highest bid as a back-up buyer on same terms and conditions. About the Samuels Aiad Samuel and Hoda Samuel filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 16-21585) on March 15, 2016. The Debtors' principal business enterprise is real estate management and leasing. On May 10, 2016, the Court approved the appointment of Scott M. Sackett as the Chapter 11 Trustee for the Debtors' Estate. The Chapter 11 Trustee is represented by attorneys at Felderstein Fitzgerald Willoughby & Pascuzzi LLP. ALGODON WINES: To Sell Stake in Mercari for $260,000 ---------------------------------------------------- Algodon Wines & Luxury Development Group, Inc., entered into a stock purchase agreement with China Concentric Capital Group, Inc. on Dec. 20, 2016, in which China Concentric would purchase all 43,822,001 shares of common stock of Mercari Communications Group, Ltd., a Colorado corporation, held by the Company and any additional shares of Mercari currently held by the Company for $260,000 (a net after fees and expenses of less than $200,000). Currently, the Company holds approximately 96.5% of the issued and outstanding shares of common stock of Mercari with a book value of about $60,000. The Company will assign to the Purchaser at the closing contemplated by the Stock Purchase Agreement all its right, title and interest to amounts payable to the Company for non-interest bearing advances to Mercari, which advances, as of Aug. 31, 2016, were in the aggregate amount of $131,487 and as of Nov. 30, 2016, were in the aggregate amount of $145,087, and such any additional advances that may be made to Mercari up until the closing date as set forth in the Stock Purchase Agreement. The Stock Purchase Agreement may be terminated by the Company if the balance of the Purchase Price is not paid in full on or before Jan. 4, 2017, unless otherwise extended by agreement of all the parties, or if the Purchaser fails to comply with the material terms of the Stock Purchase Agreement. The Purchaser may terminate the Stock Purchase Agreement if the Company fails to deliver the due diligence documents requested prior to Dec. 29, 2016, unless otherwise extended by agreement of all the parties, or if the Company fails to deliver the documents transferring the Shares to the Escrow Agent. In connection with the Stock Purchase Agreement and also on Dec. 20, 2016, the Company, the Purchaser, and J.M. Walker & Associates entered into an Escrow Agreement. As of Dec. 30, 2016, a total of $50,000 as a deposit toward the Purchase Price has been received by J.M. Walker & Associates. Subject to a due diligence review by the Purchaser and deliverance of documents transferring the Shares, the remaining balance of $210,000 will be deposited with the Escrow Agent and released on or about Jan. 4, 2017. Pursuant to agreements between the Company, Mercari, and business consultants entered into on or about Dec. 16, 2016, the Company will pay a total of $60,000 in business consulting fees for the purchase of the Shares on or about Jan. 4, 2017. The Escrow Agent will pay the fees directly to the business consultants. The Company estimates that the costs of the transaction will be an additional $10,000 to $20,000. About Algodon Wines New York-based Algodon Wines & Luxury Development Group, Inc., operates Algodon Mansion, a Buenos Aires-based luxury boutique hotel property. This lifestyle related real estate development company has also redeveloped, expanded and repositioned a winery and golf resort property called Algodon Wine Estates for subdivision of a portion of this property for residential development. The Company reported a net loss of $8.27 million in 2015 following a net loss of $9.06 million in 2014. As of Sept. 30, 2016, Algodon had $7.69 million in total assets, $4.36 million in total liabilities and $3.33 million in total stockholders' equity. Marcum LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ALPHA NATURAL: Egan-Jones Withdraws CCC FC Sr. Unsecured Rating --------------------------------------------------------------- Egan-Jones Ratings, on Dec. 21, 2016, withdrew the CCC foreign currency senior unsecured debt rating and D local currency senior unsecured debt rating on Alpha Natural Resources Inc. About Alpha Natural Resources Headquartered in Bristol, Virginia, Alpha Natural -- http://www.alphanr.com/-- is a coal supplier, ranked second largest among publicly traded U.S. coal producers as measured by 2014 consolidated revenues of $4.3 billion. As of August 2015, Alpha had 8,000 full time employees across many different states, with UMWA representing 1,000 of the employees. Alpha Natural Resources, Inc. (Bankr. E.D. Va. Case No. 15-33896) and its affiliates filed separate Chapter 11 bankruptcy petitions on Aug. 3, 2015, listing $9.9 billion in total assets as of June 30, 2015, and $7.3 billion in total liabilities as of June 30, 2015. The petitions were signed by Richard H. Verheij, executive vice president, general counsel and corporate secretary. Judge Kevin R. Huennekens presides over the cases. David G. Heiman, Esq., Carl E. Black, Esq., and Thomas A. Wilson, Esq., at Jones Day serve as the Debtors' general counsel. Tyler P. Brown, Esq., J.R. Smith, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq., serve as the Debtors' local counsel. Rothschild Group is the Debtors' financial advisor. Alvarez & Marshal Holdings, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants, LLC, is the Debtors' claims and noticing agent. The U.S. Trustee for Region 4 appointed seven creditors of Alpha Natural Resources Inc. to serve on the official committee of unsecured creditors. Dennis F. Dunne, Esq., Evan R. Fleck, Esq., and Eric K. Stodola, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and William A. Gray, Esq., W. Ashley Burgess, Esq., and Roy M. Terry, Jr., Esq. at Sands Anderson PC, represent the Committee. Alpha Natural Resources on July 7, 2016, said its plan of reorganization has been confirmed by the Bankruptcy Court. On July 26, Alpha Natural Resources and its affiliates emerged from Chapter 11 bankruptcy protection. The reorganized company is a smaller, privately held company operating 18 mines and eight preparation plants in West Virginia and Kentucky. AM GENERAL: S&P Raises CCR to 'B-' Then Withdraws Rating -------------------------------------------------------- S&P Global Ratings said that it has raised its corporate credit rating on AM General LLC to 'B-' from 'CCC'. The outlook is stable. At the same time, S&P withdrew all of its ratings on the company's revolving credit facility and term loans because they have been refinanced. In addition, S&P withdrew all of its ratings on the company's proposed $20 million revolver and $300 million term loan as this specific transaction was not completed. Subsequently, S&P withdrew its corporate credit rating on AM General at the issuer's request. "The upgrade reflects AM General's successful refinancing, which eliminated the company's near-term debt maturities, as well as the recent improvements in its business," said S&P Global credit analyst Christopher Denicolo. The withdrawal follows AM General's request that S&P withdraw all of its ratings on the company following the recent refinancing, the terms of which were not disclosed. AMERICAN GILSONITE: Taps PwC as Auditors and Tax Advisors --------------------------------------------------------- American Gilsonite Company, and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ PricewaterhouseCoopers LLP ("PwC") as independent auditors and tax advisors, nunc pro tunc to October 24, 2016 commencement date. The Debtors require PwC to: (a) audit the Debtors' consolidated financial statements as of December 31, 2016, and prepare a written report regarding same; (b) provide additional audit services required to complete the 2016 audit as a result of the chapter 11 filing and assumed emergence, including the Debtors' adoption of fresh start accounting, bankruptcy accounting services, excess loss accounts, the Debtors' status under the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"), and other related accounting and advisory services; (c) review and assess any tax compliance and related planning services for the 2016 year, such services relating to recurring and non-recurring tax work such as the preparation of year end estimates, estimated tax payments, allocations, compliance coordination, and related tax consulting; (d) prepare and sign as preparer for state carryback claims and refund claims, including any technical memorandums or audit defense supporting the tax audit assessments; (e) prepare and sign as preparer for federal and state income tax returns for the calendar year 2015; (f) provide advice and assistance with respect to matters involving the Internal Revenue Service income tax audit; and (g) provide tax advice regarding the restructuring of the Debtors' capital structure and principal debt obligations, and other related tax advisory services. PwC will be paid the following fee structure: (a) Audit Fixed Fee. An estimated fixed fee of $234,000 for audit services rendered pursuant to the Audit Engagement Letter. Prior to the Commencement Date, the Debtors paid the first installment, $50,000 to PwC. Upon approval from this Court, PwC will invoice the Debtors the remaining fixed fee progress payments as outlined in the Audit Engagement Letter. The fixed fee estimate is based on the time required by individuals assigned to the engagement to complete the engagement. In the event circumstances arise which may cause PwC's audit fee to exceed its estimate, PwC will notify the Debtors in advance of invoicing the Debtors. (b) Incremental Audit Fees. The incremental bankruptcy accounting services, fresh start accounting, carve-out financial statements, and other accounting and advisory services pursuant to the Audit Engagement Letter will be billed on an hourly basis in accordance with PwC's ordinary and customary hourly rates in effect on the date such services are rendered. PwC has informed the Debtors that its hourly rates range as follows: Partner $639-$995 Managing Director $503-$995 Director $423-$770 Senior Manager $385-$707 Manager $260-$600 Senior Associate $198-$473 Associate $121-$413 Intern $84-$152 Administrative $83-$125 (c) Tax Compliance and Tax Claims Fee. Compensation for all tax and accounting services rendered pursuant to the Tax Compliance Engagement Letter and Tax Claims Engagement Letter on an hourly basis in accordance with PwC's ordinary and customary hourly rates in effect on the date such services are rendered. PwC has informed the Debtors that its hourly rates, which are applicable to the professionals and staff members assigned to rendering tax compliance and tax claims services, range as follows: Partner $645-$995 Managing Director $600-$995 Director $460-$850 Manager $360-$656 Senior Associate $275-$532 Associate $200-$325 Intern $145-$175 Administrative $140-$175 (d) Tax Restructuring Fee. Compensation for all tax and accounting services rendered pursuant to the Tax Restructuring Engagement Letter on an hourly basis in accordance with PwC's ordinary and customary hourly rates in effect on the date such services are rendered. PwC has informed the Debtors that its hourly rates, which are applicable to the professionals and staff members assigned to rendering the restructuring-related auditing and tax reporting services, range as follows: Partner $995 Managing Director $882-$995 Director $637-$978 Manager $505-$809 Senior Associate $335-$640 Associate $244-$481 Intern $68-$255 (e) Costs. In addition to any fees payable to PwC, the Debtors propose to reimburse PwC for all reasonable out-of-pocket expenses and internal per-ticket charges for travel expenses incurred by PwC personnel incurred in connection with conducting the audit and rendering accounting and tax advisory services. (f) Testimonial Expenses. If PwC is requested or authorized by the Debtors, or required by government regulation, subpoena, or other legal process to produce working papers or personnel as witnesses with respect to PwC's engagement with the Debtors, the Debtors will, so long as PwC is not a party to the proceeding in which the information is sought, reimburse PwC for its professional time and expenses, as well as the fees and expenses of its counsel, incurred in responding to such a request. The PwC professionals providing the Services to the Debtors will consult with internal PwC bankruptcy retention and billing advisors to ensure compliance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any other applicable procedures and orders of the Court, and to decrease the overall fees associated with the administrative aspects of PwC's engagement. The services provided by these bankruptcy retention and billing advisors will include: (a) assistance with preparation of the bankruptcy retention documents; (b) assistance with the disinterestedness disclosures; and (c) preparation of interim and final fee applications. Due to the specialized nature of these services, specific billing rates exist for these PwC bankruptcy retention and billing advisors. Specifically, the rate per hour for these PwC bankruptcy retention and billing advisors by level of experience will be as follows: Director $550 Manager $400 Senior Associate $290 Associate $225 Paraprofessional $150 In the 90 days before the Commencement Date, the Debtors paid PwC $528,837 for fees and reimbursement of expenses. In addition, the Debtors provided PwC with a retainer of $100,000 associated with the Tax Restructuring Engagement Letter. As of the Commencement Date, PwC has approximately $50,000 remaining on account of this retainer, which PwC will maintain to secure the fees and expenses that may be awarded during the Debtors' chapter 11 cases. As of the Commencement Date, the Debtors do not owe PwC any fees for Services performed or expenses incurred under the Engagement Letters prior to the Commencement Date. Bryce Buchanan, partner of PwC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court will hold a hearing on the application on January 23, 2017, at 10:00 a.m. Objections, if any, are due January 3, 2017, at 4:00 p.m. PwC can be reached at: Bryce Buchanan PRICEWATERHOUSECOOPERS, LLP One Utah Center 201 South Main Street, Suite 900 Salt Lake City, UT 84111 Tel: (801) 531-9666 Fax: (801) 933-8106 About American Gilsonite American Gilsonite Company -- http://www.americangilsonite.com/ -- operates as an industrial minerals company and is the world's primary miner and processor of uintaite, a variety of asphaltite, a specialty hydrocarbon which AGC markets to industrial customers under its registered trademark name "Gilsonite." AGC is a privately held, portfolio company of Palladium Equity Partners III, L.P. American Gilsonite Holding Company aka American Gilsonite, American Gilsonite Company, Lexco Acquisition Corp., Lexco Holding, LLC, and DPC Products, Inc., filed Chapter 11 petitions (Bankr. D. Del. Case Nos 16-12315 to 16-12319) on Oct. 24, 2016. The petitions were signed by Steven A. Granda, vice president, chief financial officer. American Gilsonite estimated assets and debt at $100 million to $500 million at the time of the filing. The Debtors are represented by their local counsel Mark D. Collins, Esq., John H. Knight, Esq., Amanda R. Steele, Esq., and Andrew M. Dean, Esq., at Richards, Layton & Finger, P.A., and their general counsel Matthew S. Barr, Esq. and Sunny Singh, Esq., at Weil, Gotshal & Manges LLP. The Debtors retained Evercore Group L.L.C. as their financing advisor, and FTI Consulting, Inc. as their restructuring advisor. Epiq Bankruptcy Solutions, LLC has been tapped as administrative advisor. The U.S. Trustee has been unable to appoint an official committee of unsecured creditors in the case. An ad hoc committee of beneficial holders, or investment advisors or managers of beneficial holders of 11.5% Senior Secured Notes Due 2017 issued by American Gilsonite Company and its subsidiaries and American Gilsonite Holding Company, is represented in the case by: Matthew B. Lunn, Esq. Robert F. Poppiti, Jr., Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1256 - and - Kristopher M. Hansen, Esq. Erez E. Gilad, Esq. Matthew G. Garofalo, Esq. STROOCK & STROOCK & LAVAN LLP 180 Maiden Lane New York, New York 10038 Telephone: (212) 806-5400 Facsimile: (212) 806-6006 AMPLIPHI BIOSCIENCES: Randal Kirk Reports 1% Stake as of Dec. 30 ---------------------------------------------------------------- Randal J. Kirk, Third Security, LLC, NRM VII Holdings I, LLC and Intrexon Corporation disclosed in an amended Schedule 13D filed with the Securities and Exchange Commission the sale of 828,571 shares of common stock held by NRM VII Holdings, in open market transactions between Dec. 27, 2016, and Dec. 30, 2016, for aggregate gross proceeds of approximately $317,953. Additionally, Kirk, et al., filed the Amendment to disclose the sale of 758,788 shares of common stock held by Intrexon, in open market transactions between Dec. 27, 2016, and Dec. 30, 2016, for aggregate gross proceeds of approximately $291,175. Pursuant to a joint selling program, NRM VII Holdings and Intrexon sold these shares on a pro rata basis. As of Dec. 30, 2016, these reporting persons beneficially owned shares of common stock, par value $0.01 per share, of Ampliphi Biosciences Corporation: Amount of Common Stock Percent Beneficially of Reporting Person Owned Class ---------------- ------------ ------- Randal J. Kirk 176,840 1.06% Third Security, LLC 107,143 0.64% NRM VII Holdings I, LLC 107,143 0.64% Intrexon Corporation 69,697 0.42% Mr. Kirk could be deemed to have indirect beneficial ownership of the shares of Common Stock directly beneficially owned by NRM VII Holdings and Intrexon. A full-text copy of the regulatory filing is available at: goo.gl/tEO0FH About AmpliPhi AmpliPhi Biosciences Corp. is a biotechnology company focused on the discovery, development and commercialization of novel phage therapeutics. Its principal offices occupy approximately 1,000 square feet of leased office space pursuant to a month-to-month sublease, located at 3579 Valley Centre Drive, Suite 100, San Diego, California. It also leases approximately 700 square feet of lab space in Richmond, Virginia, approximately 5,000 square feet of lab space in Brookvale, Australia, and approximately 6,000 square feet of lab and office space in Ljubljana, Slovenia. As of Sept. 30, 2016, the Company had $26.03 million in total assets, $7.80 million in total liabilities and $18.22 million in total stockholders' equity. Ampliphi reported a net loss attributable to common stockholders of $10.79 million for the year ended Dec. 31, 2015, compared to net income attributable to common stockholders of $21.82 million. "[T]he Company has incurred net losses since its inception, has negative operating cash flows and has an accumulated deficit of $371.9 million as of September 30, 2016, $56.4 million of which has been accumulated since January of 2011, when the Company began its focus on bacteriophage development. As of September 30, 2016, the Company had cash and cash equivalents of $4.0 million. Management believes that the Company's existing resources will be sufficient to fund the Company's planned operations through the end of 2016. These circumstances raise substantial doubt about the Company's ability to continue as a going concern," as disclosed in the Company's quarterly report for the period ended Sept. 30, 2016. AMR CORPORATION: Court Allows True-Up Payments for Unions, BAML --------------------------------------------------------------- Judge Sean H. Lane of the United States Bankruptcy Court for the Southern District of New York granted two motions to enforce certain terms of the Fourth Amended Joint Chapter 11 Plan of AMR Corporation, et al. The motions were filed by (i) the Allied Pilots Association, the Association of Professional Flight Attendants, the Transport Workers Union of America, AFL-CIO (collectively, the "Unions"), and (ii) the Bank of America, N.A., Merrill Lynch Credit Products, LLC and Global Principal Finance Company, LLC (collectively, "BAML"). The movants are claimants in the bankruptcy cases who argued that they are entitled to additional distributions under the Plan -- so called true-up payments -- beyond the payments they already received in the form of stock in the reorganized debtors. The true-up payments are necessary, the movants argued, for them to receive the same number of shares of stock as other claimants who were paid earlier but did not bear the cost of certain subsequent tax payments. The estate made these tax payments from money held in reserve to be paid to creditors. The debtors asserted that the movants are misinterpreting the terms of the Plan and that the movants have been paid in full based on the value of the stock that the movants have already received. In analyzing whether the movants are entitled to receive a "true-up" distribution, both sides agreed that the relevant provision is Section 7.4(b) of the Plan, which covers the final "trueup" distribution. While it is clear that the true-up provision is designed to provide an additional payment to a claimant if necessary to ensure an appropriate recovery, the parties had a markedly different interpretation of how Section 7.4(b) works. Judge Lane found the movants' view to be the better interpretation of Section 7.4(b), holding that the Plan is share-based as it provides for recovery to holders of claims that became allowed after the effectivity date of the Plan in the form of a set number of shares per $1,000 of claims. The judge found that, by contrast to the debtors' strained interpretation, the movants' position is more consistent with the overall operation of the Plan and the Bankruptcy Code. The judge held that by receiving the same number of shares, the movants' interpretation of the Plan is consistent with the principle of equal treatment of claims within a class under the Bankruptcy Code. Judge Lane also found that the Plan does not support the debtors' value-based interpretation because it does not include provisions to ensure an equitable distribution of value to all unsecured creditors. Further, the judge found that the tax provisions of the disputed claim reserve do not support the debtors' value-based approach. A full-text copy of Judge Lane's December 23, 2016 memorandum of decision is available at http://bankrupt.com/misc/nysb11-15463-12825.pdf Debtors and Reorganized debtors are represented by: Stephen Karotkin, Esq. Alfredo R. Perez, Esq. Stephen A. Youngman, Esq. WEIL, GOTSHAL & MANGES LLP 767 Fifth Ave. New York, NY 10153 Tel: (212)310-8000 Email: stephen.karotkin@weil.com alfredo.perez@weil.com stephen.youngman@weil.com Allied Pilots Association is represented by: Filiberto Agusti, Esq. Joshua Robert Taylor, Esq. STEPTOE & JOHNSON LLP 1330 Connecticut Avenue, N.W. Washington, D.C. 20036 Tel: (202)429-3000 Fax: (202)429-3902 Email: fagusti@steptoe.com jrtaylor@steptoe.com -- and -- Edgar N. James, Esq. Kathy L. Krieger, Esq. David P. Dean, Esq. Darin M. Dalmat, Esq. Daniel M. Rosenthal, Esq. JAMES & HOFFMAN, P.C. 1130 Connecticut Avenue, N.W., Suite 950 Washington, D.C. 20036 Tel: (202)496-0500 Fax: (202)496-0555 Email: ejames@jamhoff.com klkrieger@jamhoff.com dpdean@jamhoff.com dmdalmat@jamhoff.com dmrosenthal@jamhoff.com Association of Professional Flight Attendants is represented by: Robert S. Clayman, Esq. GUERRIERI, CLAYMAN, BARTOS & PARCELLI, P.C. 1900 M Street, N.W. Washington, D.C. 20036 Tel: (202)624-7400 Fax: (202)624-7420 Email: rclayman@geclaw.com Transport Workers Union of America, AFL-CIO is represented by: Richard S. Edelman, Esq. MOONEY, GREEN, SAINDON, MURPHY & WELCH 1920 L Street, N.W. Suite 400 Washington, D.C. 20036 Tel: (202)783-0010 Fax: (202)783-6088 Email: redelman@mooneygreen.com Bank of America, N.A., Merrill Lynch Credit Products, LLC and Global Principal Finance Company, LLC are represented by: Michael J. Edelman, Esq. VEDDER PRICE P.C. 1633 Broadway, 47th Floor New York, NY 10019 Tel: (212)407-7700 Fax: (212)407-7799 Email: mjedelman@vedderprice.com -- and -- Douglas J. Lipke, Esq. Jonathan E. Aberman, Esq. VEDDER PRICE P.C. 222 N. LaSalle St., Ste. 2600 Chicago, IL 60601 Tel: (312)609-7500 Fax: (312)609-5005 Email: dlipke@vedderprice.com About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. ANDREW L. COLEMAN: DOJ Watchdog Seeks Trustee, Ch. 7 Conversion --------------------------------------------------------------- Andrew R. Vara, the Acting United States Trustee for Region 3, asks the U.S. Bankruptcy Court for the Middle District of Pennsylvania to enter an Order directing the appointment of a Chapter 11 Trustee for Andrew L. Coleman and Shirley L. Coleman, or, in the alternative, convert the Debtor's Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. According to the U.S. Trustee's Emergency Motion, Mr. Coleman appears to have not fulfilled his fiduciary duties in the case. Specifically, the amended monthly operation reports cast doubt on whether Mr. Coleman has made open and honest disclosure to the Court and the creditors, maximized the value of estate assets, refrained from actions that could damage the estate or hinder a successful reorganization, or been vigilant and attentive in advancing the estate's interests, the U.S. Trustee says. The U.S. Trustee notes that if Mr. Coleman's amended MORs are correct, then his original MORs contain material, repeated understatements of cash on hand. The original MORs also appear to over report Mr. Coleman's aggregate monthly expenses by more than $30,000. The Motion added that the amended MOR for September 2016 contains an indication that $150,000 in cash was stolen from Mr. Coleman's home. The disclosure was made in December, about three months after the month in question, and only after Mr. Coleman's former business partner alleged publicly that the theft of a large amount of money had been reported to police. That $150,000 in cash would be at risk of loss suggests that Mr. Coleman failed to protect all estate cash by depositing it into a debtor-in-possession bank account, the U.S. Trustee tells the Court. The disclosures in the amended MORs suggest Mr. Coleman is unfit to serve as a fiduciary for his creditors and should be replaced immediately, the U.S. Trustee asserts. Moreover, the extent of the apparent misstatements in Mr. Coleman's original MORs -- each of which was signed under penalty of perjury -- is suggestive of fraud, dishonesty, incompetence, and/or gross mismanagement of the debtor-in-possession's affairs, the U.S. Trustee further asserts. Therefore, the U.S. Trustee requests that an independent fiduciary should be installed to investigate Mr. Coleman's finances, attempt to recover any estate assets that have been wrongfully converted or concealed, and pursue any related claims that exist. The Acting U.S. Trustee is represented by: Benjamin A. Hackman, Esq. UNITED STATES DEPARTMENT OF JUSTICE 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 Andrew L. Coleman and Shirley L. Coleman filed for Chapter 11 bankruptcy protection (Bankr. M.D. Penn. Case No. 15 04464) on Oct. 14, 2015. They are represented by: Donald M Hahn, Esq. Stover McGlaughlin Gerace et al 122 East High Street P.O. Box 209 Bellefonte, PA 16823 Bankruptcy Judge John J. Thomas presides over the case. ANGIOSOMA INC: Delays Filing of 2016 Form 10-K Over Merger ---------------------------------------------------------- AngioSoma, Inc., disclosed in a regulatory filing with the Securities and Exchange Commission that its annual report on Form 10-K for the year ended Sept. 30, 2016, could not be filed within the prescribed time period because the Company needs additional time to complete the financial statements and to prepare the Form 10-K. The Company anticipates that it will require no more than the additional 15 days allowed to complete and file the Form 10-K. On June 3, 2016, AngioSoma, Inc. merged with AngioSoma Research, Inc., a Nevada corporation. For accounting purposes, the merger is treated as a "reverse acquisition" under accounting principles generally accepted in the United States and AngioSoma Nevada is considered the accounting acquirer. Accordingly, AngioSoma Nevada's historical results of operations will replace the Company's historical results of operations for all periods prior to the merger and, for all periods following the merger, the results of operations of the combined company will be included in the registrant's financial statements. As a result, the Company expects its results of operations to be significantly different from those previously presented. The Company is in the process of completing the accounting for the acquisition and quantifying the differences. About Angiosoma Inc. Angiosoma Inc., a Nevada corporation, was incorporated on September 16, 2010. The Company was formed to design and manufacture both panel and engineered/tooled custom vacuum formed instrument panels and wiring harnesses, required for the monitoring of any final product that utilizes a gas or diesel engine source. The Company is currently primarily an oil and gas exploration company. As of June 30, 2016, Angiosoma had $3.25 million in total assets, $713,110 in total liabilities and $2.53 million in total stockholders' equity. For the period from inception (April 29, 2016) through June 30, 2016, the Company had a net loss of $83,918 and negative cash flow from operating activities of $12,001. As of June 30, 2016, the Company had negative working capital of $648,128. Management does not anticipate having positive cash flow from operations in the near future. These factors raise a substantial doubt about the Company's ability to continue as a going concern, as disclosed in the Company's quarterly report on Form 10-Q for the period ended June 30, 2016. APMETRIX INC: Seeks to Hire Smaha Law Group as Legal Counsel ------------------------------------------------------------ Apmetrix, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of California to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Smaha Law Group, APC to give legal advice regarding its duties under the Bankruptcy Code, assist in the preparation of a bankruptcy plan, and provide other legal services. John Smaha, Esq., the attorney designated to represent the Debtor, will be paid an hourly rate of $425. Other attorneys of the firm who may assist the Debtor will be paid $285 per hour. Mr. Smaha 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: John L. Smaha, Esq. Gustavo E. Bravo, Esq. John Paul Teague, Esq. Smaha Law Group, APC 2398 San Diego Avenue San Diego, CA 92110 Tel: (619) 688-1557 Fax: (619) 688-1558 About Apmetrix Inc. Apmetrix, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Calif. Case No. 16-07584) on December 15, 2016. The petition was signed by Laura S. Taylor. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. ARGITAKOS LLC: Seeks to Hire Re/Max Renaissance as Realtor ---------------------------------------------------------- Argitakos, LLC seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to hire a realtor. The Debtor proposes to hire Re/Max Renaissance to market its property located at 318-320 Franklin Avenue, Hartford, Connecticut. The firm will receive a commission of 5% of the sale price of the property. Re/Max does not represent any interest adverse to the Debtor, its bankruptcy estate or its creditors. The firm can be reached through: Enrique Quintana Re/Max Renaissance 370 Franklin Avenue Hartford, CT 06114 About Argitakos LLC Argitakos, LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Conn. Case No. 16-20851) on May 27, 2016. The petition was signed by Argiris Argitakos, member. The Debtor is represented by Matthew K. Beatman, Esq., at Zeisler & Zeisler, P.C. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. ARIA ENERGY: S&P Affirms 'B-' CCR Then Revises Outlook to Positive ------------------------------------------------------------------ S&P Global Ratings revised the outlook to positive from stable and affirmed its 'B-'corporate credit rating and senior secured debt rating on Aria Energy Operating LLC. The '3' recovery rating on the senior secured debt is unchanged and indicates S&P's expectation for meaningful (around 60%) recovery if a payment default occurs. "The outlook revision reflects our expectation that Aria will maintain its recent improvement in operations and financial metrics and will increase EBITDA to about $40 million in 2017," said S&P Global Ratings credit analyst Ben Macdonald. ARKANOVA ENERGY: Delays Filing of Fiscal 2016 Form 10-K ------------------------------------------------------- Arkanova Energy Corporation filed with the Securities and Exchange Commission a Form 12b-25 notifying the delay in the filing of its annual report on Form 10-K for the fiscal year ended Sept. 30, 2016. "We are unable to file our annual report on Form 10-K within the prescribed time period because our management is still compiling information necessary to complete the preparation of our financial statements for the year ended September 30, 2016 and to complete the audit of these financial statements by our auditors." About Arkanova Austin, Tex.-based Arkanova Energy Corporation is a junior producing oil and gas company and is also engaged in the acquisition, exploration and development of prospective oil and gas properties. It holds mineral leases in Delores County, Lone Mesa State Park, Colorado and leasehold interests located in Pondera and Glacier Counties, Montana. Arkanova reported a net loss of $3.32 million on $452,686 of total revenue for the year ended Sept. 30, 2015, compared to a net loss of $3 million on $844,303 of total revenue for the year ended Sept. 30, 2014. As of June 30, 2016, Arkanova had $2.23 million in total assets, $18.97 million in total liabilities and a total stockholders' deficit of $16.74 million. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2015, citing that the Company has incurred cumulative losses since inception and has negative working capital, which raises substantial doubt about its ability to continue as a going concern. ASSOCIATED THORACIC: Seeks to Employ Milligan Firm as Counsel ------------------------------------------------------------- Associated Thoracic & Cardiovascular Surgeons, Ltd. asks the Arizona Bankruptcy Court for authority to employ James R. Taylor and the law firm of Milligan Lawless, P.C. to provide legal advice regarding general corporate and health care law matters, including but not limited to proceedings pending in the U.S. District Court for the District of Arizona captioned as, United States of America ex rel. Brenda Johns vs. Associated Thoracic & Cardiovascular Surgeons, Ltd. and Dr. Herman Pang Case No. 2:16-cv-00897-JAT. James R. Taylor, Esq., at Milligan attests that his firm has no connection with the Debtor, its creditors, or any other party in interest, or any of their respective attorneys, or any person employed in the office of the United States Trustee, and represents no interest adverse to the Debtor. The payment of the normal billing rates of the attorneys and support staff of Milligan will be paid by the Debtor. James R. Taylor expects that he will do most of the work on this project; his hourly rate is $420.00. The other attorneys who might provide services on the Debtor's behalf are billed at different rates that vary according to experience and other factors. The firm can be reached through: James R. Taylor, Esq. Milligan Lawless, P.C. 5050 North 40th Street, Suite 200 Phoenix, AZ 85018 Tel: (602) 792-3500 Direct (602) 792-3503 Fax: (602) 792-3525 E-mail: Jim@MilliganLawless.com About Associated Thoracic Associated Thoracic & Cardiovascular Surgeons, Ltd. filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 16-11909), on October 14, 2016. The petition was signed by Herman Pang, president. On October 17, 2016, Mr. Pang sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-11910). The cases are jointly administered and are assigned to Judge Brenda K.Martin. The Debtors are represented by Lamar D. Hawkins, Esq., Aiken Schenk Hawkins & Ricciardi, P.C. At the time of filing, Associated Thoracic estimated assets at $500,000 to $1 million and liabilities at $1 million to $10 million. Associated Thoracic did not include a list of its largest unsecured creditors when it filed the petition. AUTUMN COVE: Hires Lamberth Cifelli as Counsel ---------------------------------------------- Autumn Cove Apartments, LLC, Oakley Woods Apartments, LLC, Pine Knoll Apartments, LLC, Shannon Woods Apartments, LLC, and Garden Gate Apartments, LLC seek authorization from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Lamberth, Cifelli, Ellis & Nason, P.A., as counsel. The Debtors require Lamberth Cifelli to: (a) advise, assist, and represent Debtors with respect to Debtors' rights, powers, duties, and obligations in the administration of these cases; (b) advise, assist, and represent Debtors with regard to any claims and causes of action or rights to recovery which the estates may have against various parties and to institute appropriate adversary proceedings or other litigation with regard to such claims and causes of action; (c) advise, assist, and represent Debtors with regard to investigation of the desirability and feasibility of the rejection or assumption and potential assignment of any executory contracts or unexpired leases, and to advise, assist, and represent Debtors with regard to liens and encumbrances asserted against property of the estates; (d) advise, assist, and represent Debtors in connection with all applications, motions, or complaints concerning relief from stays, disposition or other use of assets of the estates, and other similar matters; (e) advise, assist, and represent Debtors with regard to the preparation, drafting, and negotiation of a plan and accompanying disclosure statement, or negotiation with other parties presenting a plan and accompanying disclosure statement; and/or to advise, assist, and represent Debtors in connection with the sale or other disposition of any assets of the estate, including without limitation the investigation and analysis of the alternative methods of effecting same; employment of auctioneers, appraisers, or other persons to assist with regard thereto; negotiations with prospective purchasers and the evaluation of any offers received; the drafting of appropriate contracts, instruments of conveyance, and other documents with regard thereto; the preparation, filing, and service as required of appropriate motions, notices, and other pleadings as may be necessary to comply with the Bankruptcy Code with regard to all of the foregoing; and representation of Debtors in connection with the consummation and closing of any such transactions; (f) prepare pleadings, applications, motions, reports, and other papers incidental to administration, and to conduct examinations as may be necessary pursuant to Bankruptcy Rule 2004 or as otherwise permitted under applicable law; (g) provide support and assistance to Debtors with regard to the proper receipt, disbursement, and accounting for funds and property of the estates; (h) provide support and assistance to Debtors with regard to the review of claims against Debtors, the investigation of amounts properly allowable and the appropriate priority or classification of same, and the filing and prosecution of objections to claims as appropriate; (i) perform any and all other legal services incident or necessary to the proper administration of these cases and the representation of Debtors in the performance of their duties and exercise of their rights and powers under the Bankruptcy Code. Lamberth Cifelli will be paid at these hourly rates: James Craig Cifelli $495 Stuart F. Clayton, Jr. $360 Gregory D. Ellis $450 Sharon K. Kacmarcik $350 J. Michael Lamberth $495 G. Frank Nason, IV $395 Christopher D. Phillips $250 Attorney $250-$495 Paralegal $110-$195 Lamberth Cifelli will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the filing, the Debtors paid to Lamberth Cifelli a retainer of $25,000. Bernardo Kohn, owner of 100% of the holding company that owns 100% of the sole member of Debtors has agreed to pay an additional retainer of $25,000 to Lamberth Cifelli. Lamberth Cifelli acknowledges that all fees and expenses are subject to Court approval G. Frank Nason, IV, member of Lamberth Cifelli, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Lamberth Cifelli can be reached at: G. Frank Nason, IV, Esq. LAMBERTH, CIFELLI, ELLIS & NASON, P.A. 1117 Perimeter Center West, Suite W212 Atlanta, GA 30338 Tel: (404) 262-7373 About Autumn Cove Apartments, LLC Autumn Cove Apartments, LLC and its affiliates filed separate bankruptcy petitions on December 5, 2016: Autumn Cove Apartments, LLC (Bankr. N.D. Ga. 16-71783); Oakley Woods Apartments, LLC (Bankr. N.D. Ga. Case No. 16-71787); Pine Knoll Apartments, LLC filed its Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-71788); and Garden Gate Apartments, LLC (Bankr. N.D. Ga. Case No. 16-12455). Their debtor-affiliate Shannon Woods Apartments, LLC filed its Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-71790) on December 6, 2016. At the time of filing, each of the Debtors had $1 million to $10 million in estimated assets and $10 million to $50 million in estimated liabilities. The petitions were signed by Mike Kohn, manager, STOWA Member, LLC. The Debtors are represented by Frank G. Nason, IV, Esq. at Lamberth, Cifelli, Ellis & Nason, P.A. No creditors' committee has been appointed in this case. In addition, no trustee or examiner has been appointed. BAIA LLC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Baia, LLC P.O. Box 772 Mount Airy, MD 21771 Case No.: 16-26941 Chapter 11 Petition Date: December 30, 2016 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Hon. David E. Rice Debtor's Counsel: James Greenan, Esq. MCNAMEE, HOSEA, ET AL. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Tel: 301-441-2420 E-mail: jgreenan@mhlawyers.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Frank Illiano, authorized representative. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: http://bankrupt.com/misc/mdb16-26941.pdf BAILEY TOOL: Hires Harold Hopkins CPA as Accountant --------------------------------------------------- Bailey Tool & Manufacturing Company and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Northern District of Texas to employ Harold Hopkins, CPA as accountant for the Debtors. The Debtors require Hopkins to prepare and file each of the Debtors' tax return for the tax year ending December 31, 2015. Hopkins will be paid at these hourly rates: Partner $175.00 Accountant $135.00 Tax Senior $135.00 Hopkins will also be reimbursed for reasonable out-of-pocket expenses incurred. Harold Hopkins, CPA, assured the Court that he is a disinterested person within the meaning of Sections 327 and 101(14) of the Bankruptcy Code and has no prior relationship or connection with the Debtors that would raise a possible disqualification or conflict of interest or that would otherwise render him ineligible to serve as accountant to the Debtors pursuant to the provisions of Section 328 of the Bankruptcy Code. Hopkins may be reached at Harold Hopkins, CPA 283 N. Beckley/N. I-35E S.R., Suite 283 Desoto, TX 75115 Phone: 1.972.223.1040 About Bailey Tool & Manufacturing Co. Bailey Tool & Manufacturing Company and its affiliated debtors filed for Chapter 11 protection (Bankr. N.D. Tex. Case No. 16-30503) on Feb. 1, 2016, and are represented by Melissa S. Hayward, Esq., at Franklin Hayward LLP in Dallas, Texas. The cases are assigned to Judge Barbara J. Houser. The petition was signed by John Buttles, president. The Debtors estimated both assets and liabilities in the range of $1 million to $10 million. The Debtors are in the business of metal fabrication. Debtor BTM operates a steel stamping facility and possesses fully integrated, state-of-the-art tooling production capabilities. BTM's business focuses primarily on the manufacturing of stamped and fabricated metal components used in the automotive, truck, defense, munitions, industrial, and transportation industries as well as machine and tool and die building. Debtor HHI is a wholly owned subsidiary of BTM that manufactures continuous hinges in stainless steel, aluminum, steel, galvannealed steel, and galvanized steel. HHI can modify and customize any of its continuous steel hinges to suit any purpose, and HHI collaborates with BTM to offer a versatile stamping facility and a state-of-the-art tool and die facility, which allows HHI to offer complete and quick turnaround on custom stamping products to complement its hinges. Debtor CMI is also a wholly owned subsidiary of BTM that provides metal slitting services, which is a shearing operation that cuts a large roll of metal into narrower rolls. CMI offers slitting to precision widths and can slit coiled metals of various widths and even make use of old material by slitting unused coils, thereby turning them into productive stock. BELLISIO FOODS: S&P Withdraws 'B' CCR Following Debt Repayment -------------------------------------------------------------- S&P Global Ratings withdrew all of its ratings on Bellisio Foods Inc., including the 'B' corporate credit rating, because all debts have been repaid and S&P is unable to secure sufficient information to accurately assess the creditworthiness of Charoen Pokphand Foods, Bellisio's new parent. At the same time, S&P withdrew its 'B+' issue-level ratings and '2' recovery ratings on the $30 million senior secured revolving credit facility due August 2018, $162 million first-lien term loan due August 2019, $133 million delayed-draw term loan due August 2019, and the Canadian $20.588 revolving credit facility due August 2019 (issued by Bellisio Foods Canada Corp.). BENEVOLENT HOSPICE: Case Summary & 8 Unsecured Creditors -------------------------------------------------------- Debtor: Benevolent Hospice, LLC 9555 Cantura Crest San Antonio, TX 78250 Case No.: 16-52996 Nature of Business: Health Care Chapter 11 Petition Date: December 30, 2016 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Hon. Craig A. Gargotta Debtor's Counsel: Anthony H. Hervol, Esq. LAW OFFICE OF H. ANTHONY HERVOL 4414 Centerview Dr, Suite 200 San Antonio, TX 78228 Tel: (210) 522-9500 Fax: (210) 522-0205 E-mail: hervol@sbcglobal.net Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by James F. Thomas, Jr., CEO. A copy of the Debtor's list of eight unsecured creditors is available for free at http://bankrupt.com/misc/txwb16-52996.pdf BENNU TITAN: Ch. 11 Trustee Hires Gordon Arata as Special Counsel ----------------------------------------------------------------- Gerald H. Schiff, the Chapter 11 Trustee for the bankruptcy estate of Bennu Titan LLC, seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Gordon, Arata, McCollam, Duplantis & Eagan, LLC as special regulatory and oil and gas counsel for the Trustee, nunc pro tunc to November 23, 2016. Gordon Arata's proposed retention is for the limited, special purpose of providing the Trustee with advice and consultation regarding: -- the Regulatory Agencies and related regulatory matters; -- specific Louisiana and Texas legal issues related to same and related to oil and gas operations and facilities in the Gulf of Mexico; -- daily oil and gas-related business issues, and -- assisting the Trustee's other professionals in areas for which it has institutional knowledge and experience. In matters for which it is retained, Gordon Arata will work closely with the Trustee's general bankruptcy counsel, Kelly Hart Pitre, so that Gordon Arata's representation of the Trustee will not result in unnecessary duplication of efforts. Gordon Arata will be paid at these hourly rates: Cynthia A. Nicholson $550 C. Peck Hayne Jr. $550 Armistead M. Long $370 Margaret M. Welsh $305 Paralegals $125 Gordon Arata will also be reimbursed for reasonable out-of-pocket expenses incurred. C. Peck Hayne Jr., member of Gordon Arata, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court will hold a hearing on the application on January 19, 2017, at 3:00 p.m. Objections, if any, are due January 3, 2017, at 4:00 p.m. Gordon Arata can be reached at: C. Peck Hayne Jr., Esq. GORDON, ARATA, MCCOLLAM, DUPLANTIS & EAGAN, LLC 201 St. Charles Avenue, 40th Floor New Orleans, LA 70170-4000. Tel: (504) 569-1858 Fax: (504) 582-1121 E-mail: phayne@gordonarata.com About Bennu Titan LLC Bennu Titan LLC, formerly known as ATP Titan LLC, is part of a business enterprise engaged in the acquisition, exploration, development, and production of oil and natural gas properties in the Gulf of Mexico. It is a limited liability company formed in May 2010 as a special purpose vehicle with one member, Bennu Titan Holdco LLC. Bennu Holdco has one member, Bennu Oil & Gas, LLC ("Bennu O&G"); and Bennu O&G has one member, Bennu Holdings, LLC ("Bennu Holdings"). Bennu Titan owns a multi-column, deep draft, floating drilling and production platform commonly known as Titan as well as two oil and gas export pipelines and related rights of way. Beal Bank USA and CLMG Corp. filed an involuntary Chapter 11 petition against Texas-based offshore drilling firm Bennu Titan LLC f/k/a ATP Titan LLC (Bankr. D. Del. Case No. 16-11870) on Aug. 11, 2016. The court entered an order for relief on Sept. 9, 2016. The Debtor is represented by William P. Bowden, Esq., at Ashby & Geddes, P.A. 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. On Nov. 21, 2016, the U.S. Trustee nominated Gerald H. Schiff to serve as the Chapter 11 Trustee and moved for an order approving the appointment of Mr. Schiff as the Chapter 11 Trustee. On Nov. 23, 2016, the Court entered an order approving the appointment of Mr. Schiff as the Chapter 11 Trustee. No official committee of unsecured creditors has been appointed. Proposed Counsel for the Chapter 11 Trustee: William D. Sullivan, Esq. William A. Hazeltine, Esq. SULLIVAN HAZELTINE ALLINSON LLC 901 North Market Street, Suite 1300 Wilmington, DE 19801 Tel: (302) 428-8191 Fax: (302) 428-8195 E-mail: bsullivan@sha-llc.com whazeltine@sha-llc.com - and - Louis M. Phillips, Esq. Patrick (Rick) M. Shelby, Esq. KELLY HART PITRE One American Place 301 Main Street, Suite 1600 Baton Rouge, LA 70801-1916 Telephone: (225) 381-9643 Facsimile: (225) 336-9763 E-mail: louis.phillips@kellyhart.com rick.shelby@kellyhart.com BIOSTAR PHARMACEUTICALS: Files New Form S-3 Registration Statement ------------------------------------------------------------------ Biostar Pharmaceuticals, Inc., filed with the Securities and Exchange Commission a Form S-3 registration statement relating to the offering shares of common stock issuable upon the exercise of outstanding warrants previously issued by the Company as follows: * shares of common stock issuable upon the exercise of warrants to purchase an aggregate of 94,286 shares of common stock at an exercise price of $3.11 per share (the "March 2014 Warrants"); * shares of common stock issuable upon the exercise of warrants to purchase an aggregate of 212,500 shares of common stock at an exercise price of $5.55 per share (the "October 2016 Warrants"); * shares of common stock issuable upon the exercise of placement agent warrants to purchase an aggregate of 14,143 shares of common stock at an exercise price of $3.11 per share (the "March 2014 Placement Agent Warrants"); and * shares of common stock issuable upon the exercise of placement agent warrants to purchase an aggregate of 25,500 shares of common stock at an exercise price of $5.55 per share (the "October 2016 Placement Agent Warrants"). The Company will receive proceeds from any exercises of the warrants, but not from the sale of the underlying common stock. The Company's common stock is listed on the Nasdaq Capital Market and traded under the symbol "BSPM." On Dec. 27, 2016, the last reported sales price of the Company's common stock on the Nasdaq Capital Market was $3.05 per share. As of Dec. 26, 2016, the Company had 2,637,183 shares of common stock outstanding. The Company has an existing "shelf" registration statement on Form S-3, File No. 333-192963, that was declared effective on Jan. 3, 2014, and which expires on Jan. 3, 2017, pursuant to Rule 415(a)(5) under the Securities Act. The Company filed the new Registration Statement for the sole purpose of ensuring that an effective Registration Statement covers the exercise of those previously issued warrants. In accordance with SEC rules, the Company may continue to offer and sell securities being registered hereunder during the grace period afforded by Rule 415(a)(5). Pursuant to Rule 415(a)(6), the offering of the unsold securities registered under the Prior Registration Statement will be deemed terminated as of the effective date of this Registration Statement. If the Company sells any securities being registered hereunder during the grace period, it will identify in a pre-effective amendment to this Registration Statement the new amount of securities to be carried forward to this Registration Statement in reliance upon Rule 415(a)(6). A full-text copy of the Form S-3 is available for free at: https://is.gd/kPcJL6 About Biostar Pharmaceuticals Biostar Pharmaceuticals, Inc., develops, manufactures and markets pharmaceutical and health supplement products for a variety of diseases and conditions. Biostar reported a net loss of $25.1 million in 2015 following net income of $4.84 million in 2014. As of Sept. 30, 2016, Biostar had $40.55 million in total assets, $6.53 million in total liabilities, all current and $34.02 million in total stockholders' equity. Mazars CPA Limited, Certified Public Accountants, in Hong Kong, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company had net decrease in cash and cash equivalents during the year and had a low cash position at Dec. 31, 2015, and had experienced a substantial decrease in sales volume which resulting a net loss for the year. Also, part of the Company's buildings and land use rights are subject to litigation between two independent third parties and the Company's Chief Executive Officer, and the title of these buildings and land use rights has been seized by the PRC Courts so that the Company cannot be sold without the Court's permission. In addition, the Company already violated its financial covenants included in its short-term bank loans. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BLANKENSHIP FARMS: Court Moved Plan Exclusivity Period to Jan. 31 ----------------------------------------------------------------- Judge Jimmy L. Croom of the U.S. Bankruptcy Court for the Western District of Tennessee extended the exclusive periods within which only the Blankenship Farms, LP may file a plan of reorganization until January 31, 2017, and obtain acceptance of a plan through March 31, 2017. The Troubled Company Reporter had earlier reported that the Debtor needed additional time to formulate its disclosure statement and chapter 11 plan of reorganization due to its ongoing farming operations and harvesting of the 2016 crop of soybeans. The Debtor contended that 2016 crop will provide a benefit to the bankruptcy estate after the 2016 Crop Loan with ARM is repaid. The Debtor related that it has been in negotiations with its significant secured creditors, including John Deere Financial, CNH Capital America, Tennessee Farmers Cooperative, and Farm Credit MidAmerica, FLCA. Accordingly, the Debtor anticipated to 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. BOULAYE MARINE: Must File Plan Outline Until Jan. 6 --------------------------------------------------- The Hon. Elizabeth W. Magner of the U.S. Bankruptcy Court for the Eastern District of Louisiana has granted Boulaye Marine Towing, LLC, until Jan. 6, 2017, to file an amended disclosure statement referring to the Debtor's plan of reorganization. A hearing on the approval of the Disclosure Statement will be held on Jan. 11, 2017, at 10:30 a.m. Any new objections must be filed no later than Jan. 9, 2017, at 5:00 p.m. About Boulaye Marine Towing, LLC. Boulaye Marine Towing, LLC, filed a Chapter 11 petition (Bankr. E.D. La. Case No. 16-11392) on June 15, 2016. The petition was signed by Patrick T. McNeill, managing member. The Debtor is represented by Markus E. Gerdes, Esq., at Gerdes Law Firm, LLC. The Debtor estimated assets and liabilities at $500,001 to $1 million at the time of the filing. BPS US HOLDINGS: Michielli Buying Soccer Uniform Business for $2M ----------------------------------------------------------------- BPS US Holdings Inc., and affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize the Asset Purchase Agreement with Saverio Michielli and a corporation to be incorporated by Mr. Michielli in connection with the sale of soccer uniform business for CDN$2,071,161. A hearing on the Motion is set for Jan. 23, 2017 at 11:00 a.m. (ET). The objection deadline is Jan. 13, 2017 at 4:00 p.m. (ET). The Debtors initiated Bankruptcy Proceedings to stabilize their business operations and maximize the value of their assets through a going-concern sale process. Towards that end, the Debtors entered into a "Stalking Horse Agreement" for the going-concern sale of substantially all of the Debtors' assets to a group of investors led by Sagard Capital Partners, L.P. ("Stalking Horse Purchaser"), subject to a Courtsupervised auction process. Pursuant to the Stalking Horse Agreement, the Stalking Horse Purchaser has agreed to acquire substantially all of the Debtors' assets for the base purchase price of U.S. $575,000,000, plus the assumption of related operating liabilities, and serve as a "stalking horse" bidder in the Bankruptcy Proceedings. On Nov. 30, 2016, the Court entered a "Bid Procedures Order" to govern the sale. Pursuant to the Bid Procedures Order, the Court established a bid deadline of Jan. 25, 2017, scheduled an auction on Jan. 30, 2017, and scheduled a hearing on Feb. 6, 2017 to consider the sale. The Debtors' soccer uniforms division is a non-core component of their business that generates negative EBITDA, consumes cash and detracts from management resources. Prepetition, the Debtors had determined to shut-down the soccer uniforms business and liquidate the remaining inventory and related assets. It is an excluded asset under the Stalking Horse Agreement. At the time the Debtors were analyzing certain cost saving and other business rationalizing initiatives prepetition, the opportunity for selling the soccer uniforms division back to its original owner presented itself as an alternative to its liquidation. Accordingly, the Debtors began pursuing conversations with Mr. Michielli about a sale structure that would allow the Debtors to maintain the apparel-making portion of the Inaria Business as it relates to hockey, baseball, and lacrosse, and sell back to Mr. Michielli the portion that relates exclusively to soccer, including Inaria's intellectual property and brand. Relative to a liquidation, the opportunity to sell the soccer business assets for approximately CDN$2,100,000 – a sale premised on minimal transaction costs and an expedited process – offered significantly more value to the Debtors' estates than liquidation. The Debtors acquired the Inaria business about four years ago, in 2012, through the purchase of substantially all of the assets of Inaria International Inc., a Toronto-based designer and manufacturer of soccer apparel, for C$7,100,000. The Inaria Business was co-founded by Mr. Michielli and Massimo Dente. Mr. Michielli is currently employed by the Debtors as General Manager of the Inaria Business for the Debtors. Mr. Dente is also employed by the Debtors in the capacity of Director of Team Apparel Sourcing. In fiscal 2016, the Inaria Business represented approximately 1% of the Debtors' revenue. In connection with the proposed sale of the Inaria Business to Buyer, the Debtors conferred with their investment banker, Centerview Partners LLC and other advisors regarding the terms discussed with Mr. Michielli. No potential bidder in the broader sale process has questioned the exclusion of the Soccer Uniforms Assets, which are excluded assets under the Stalking Horse Agreement, from that broader sale process or requested that the Debtors include the Soccer Uniforms Assets in the broader sale process. In addition, the CDN$2,100,000 purchase price under the APA, along with the value of the assumed liabilities, provide value to the estates superior to what would result from liquidating the Soccer Uniforms Assets (the only other available option at present). The Debtors further determined that any subsequent marketing efforts were unlikely to yield superior offers for the Soccer Uniforms Assets, and could jeopardize the proposed transaction with the Buyer and cause the Debtors to continue incurring administrative obligations with respect to certain of the Soccer Uniforms Assets. After consultation with Centerview and counsel, the Debtors determined that proceeding with a private sale to the Buyer offered the best course of action available to the Debtors and would maximize value to the Debtors' estates. Accordingly, the Debtors' counsel engaged in arms-length negotiations with Mr. Machielli and his counsel to finalize the price and other terms of the sale to the Buyer, as set forth in the APA. Once the APA was substantially finalized, the Debtors presented the APA to the special committee of the Performance Sports Group Ltd. board for consideration and independent approval. The Special Committee approved the terms of the sale. The Debtors are not aware of any third parties that will be inclined to put forth a higher and better offer for the Soccer Uniforms Assets. However, to ensure that the APA is the highest and best offer for the Soccer Uniforms Assets, the Debtors will further consider alternative offers for some or all of the Soccer Uniforms Assets until Jan. 13, 2017. Towards that end, the Debtors will serve the Motion on all parties that executed a non-disclosure agreement as part of Centerview's broader marketing process relating to Stalking Horse Sale. The material terms of the APA are: a. Assets Sold: The Buyer will acquire all properties, rights, interests and other assets of the Debtors to the extent exclusively used in the Debtors' business of designing, developing, marketing, manufacturing, selling and distributing soccer equipment, products, gear, apparel and related accessories carried on by the Sellers under the "INARIA" brand name, free and clear of any liens, claims or interests and without successor liability. b. Purchase Price: The Buyer will pay the Debtors a purchase price of CDN$2,071,161 in full at Closing. c. Assumed Liabilities: The Buyer will assume all Assumed Liabilities relating to the Soccer Uniforms Assets. d. Closing Date: Closing by Feb. 16, 2017, unless mutually extended by the Debtors and the Buyer. e. Application of Proceeds: The sale proceeds will be disbursed in accordance with the terms of the Debtors postpetition debtor-in-possession financing facilities and that certain Final DIP Order. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/BPS_US_470_Sales.pdf The Debtors are concurrently seeking the same relief in the Canadian Proceedings from the Canadian Court. The Court may approve the assumption and assignment of the assets subject to the APA, to the extent any such assets constitute executory contracts, because (i) the Debtors have exercised reasonable business judgment, (ii) "cure" payments of outstanding defaults will be made in the amounts shown on the APA, and (iii) the Owner of the Buyer is well-versed in the soccer uniform business and, together with the Buyer, can demonstrate adequate assurance of future performance. The assumption and assignment of the executory contracts on the terms set forth in the APA is in the best interests of the Debtors' estates and should be approved. Finally, the Debtors request a waiver of the 14-day stay that would otherwise apply to the sale (and any assumption and assignment) pursuant to Bankruptcy Rules 6004(h) and 6006(d). Doing so will allow for a prompt closing of the sale. The Purchaser can be reached at: Saverio Michielli 4195 Dundas St. West Toronto, Ontario M8X IY4, Canada Facsimile: (416) 360-7530 E-mail: gtgraci@bellnet.ca Attn: Tony Graci 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. The U.S. Trustee appointed a committee of equity security holders. The equity committee is represented by Natalie D. Ramsey, Esq., and Mark A. Fink, Esq., at Montgomery, McCracken, Walker & Rhoads, LLP; and Robert J. Stark, Esq., Steven B. Levine, Esq., James W. Stoll, Esq., and Andrew M. Carty, Esq., at Brown Rudnick LLP. * * * The Bankruptcy Court for the District of 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 a "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. Interested parties must submit qualified bids to acquire substantially all of the assets of the Company no later than January 25, 2017. The auction is set for January 30, 2017. A final sale approval hearing is expected to take place shortly after completion of the auction with the anticipated closing of the successful bid to occur by the end of February 2017, subject to receipt of applicable regulatory approvals and the satisfaction or waiver of other customary closing conditions. CAROLINA MOLD: Case Summary & 14 Unsecured Creditors ---------------------------------------------------- Debtor: Carolina Mold & Machining, Inc. P.O. Box 36589 Greensboro, NC 27416-6589 Case No.: 17-10001 Chapter 11 Petition Date: January 1, 2017 Court: United States Bankruptcy Court Middle District of North Carolina (Greensboro) Debtor's Counsel: Dirk W. Siegmund, Esq. IVEY, MCCLELLAN, GATTON, & SIEGMUND, LLP 100 S. Elm St., Suite 500 P.O. Box 3324 Greensboro, NC 27402-3324 Tel: 336-274-4658 Fax: 336-274-4540 E-mail: dws@iveymcclellan.com Total Assets: $660,978 Total Liabilities: $1.48 million The petition was signed by Rodney Marion, president. A copy of the Debtor's list of 14 unsecured creditors is available for free at http://bankrupt.com/misc/ncmb17-10001.pdf CASCO INVESTMENTS: Counsel Received Cognac, Whisky as Retainer --------------------------------------------------------------- Casco Investments, Inc. seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to employ Mark S. Roher, Esq. of the law firm of Mark S. Roher, P.A. aka The Law Office of Mark S. Roher, P.A. as counsel, nunc pro tunc to the December 13, 2016 petition date. The Debtor requires Mr. Roher to: (a) give advice to the Debtor with respect to its powers and duties as Debtor in possession and the continued management of its business operations; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; (d) protect the interest of the Debtor in all matters pending before the court; (e) represent the Debtor in negotiation with its creditors in the preparation of a plan. Prior to the bankruptcy filing, Gianfranco Napolitano, the Debtor's Director and Sole Shareholder, paid Mr. Roher an initial retainer in the form of: -- one 750 ml bottle of Louis XIII Cognac valued at $3,000; -- one 750 ml bottle of John Walker & Sons Odyssey Scotch Whisky valued at $900; -- one 750 ml bottle of 21 year old Royal Salute Scotch Whisky valued at $200; -- one 750 ml bottle of Chivas Regal 18 year old scotch Gold Signature Christian LaCroix edition valued at $290, for a total of $4,390. Mr. Napolitano has also agreed to pay the second portion of the retainer agreement in the amount of $22,610 being due within the later of 30 days from December 13, 2016 or 7 days after the Order Approving Employment is Granted by the Bankruptcy Court, all subject to Bankruptcy Court approval. These fee advances/retainers will be placed in Mr. Roher's trust account and will be used as an advance against future fees and costs. The estate will not be liable to Mr. Napolitano for repayment of the $4,390 or $22,610 post-petition fee retainer. Prior to filing the bankruptcy petition, Gineto Quercia, a friend of Mr. Napolitano on behalf of Mr. Napolitano, also transferred $3,000 into Mr. Roher firm's trust account as payment towards the initial retainer. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Roher assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Mr. Roher can be reached at: Mark S. Roher, Esq. LAW OFICE OF MARK S. ROHER, P.A. 5701 N. Pine Island Rd., Suite 301 Fort Lauderdale, FL 33321 Tel: (954) 353-2200 Fax: (954) 724-5047 E-mail: mroher@markroherlaw.com Casco Investments, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 16-26517) on December 13, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Mark S. Roher, Esq. CATASYS INC: Gets $300K From Sale of Convertible Debenture, Warrant ------------------------------------------------------------------- Catasys, Inc., entered into a transaction with Shamus, LLC, a company owned by David E. Smith, a member of the Company's board of directors, pursuant to which the Company received gross proceeds of $300,000 for the sale of (i) an 8% Series B Convertible Debenture due March 31, 2017, and (ii) five-year warrants to purchase shares of the Company's common stock in an amount equal to 75% of the initial number of shares of common stock issuable upon the conversion of the Convertible Debenture, at an exercise price of $0.85 per share. The December 2016 Warrants include a mechanism pursuant to which, subject to certain exempt issuances, the exercise price of the December 2016 Warrants will be adjusted if the Company issues shares of common stock at a price that is less than the exercise price of the December 2016 Warrants. Such mechanism will remain in effect until the earliest of (i) the termination date of the December 2016 Warrants, (ii) such time as the December 2016 Warrants are exercised, or (iii) contemporaneously with the listing of the Company's shares of common stock on a registered national securities exchange. About Catasys Inc. Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys, Inc., is a healthcare services management company, providing through its Catasys(R) subsidiary specialized behavioral health management services for substance abuse to health plans. Catasys reported a net loss of $7.22 million on $2.70 million of revenues for the year ended Dec. 31, 2015, compared with a net loss of $27.3 million on $2.03 million of revenues for the year ended Dec. 31, 2014. Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has continued to incur significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2015, and continues to have negative working capital at Dec. 31, 2015. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CHAPARRAL ENERGY: Expands Scope of Ernst & Young's Employment ------------------------------------------------------------- Chaparral Energy, Inc. and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to expand the scope of employment of Ernst & Young LLP as tax and valuation services provider, nunc pro tunc to December 1, 2016. Pursuant to the terms of the Supplemental Engagement Letters, Ernst & Young agreed to provide the following additional tax and valuation services: As set forth in detail in the Bankruptcy Tax Statement of Work, Ernst & Young will provide the following tax advisory Services to the Debtors, contingent upon the Bankruptcy Court's approval of Ernst & Young's expanded retention in accordance with the terms and conditions that are set forth in the Tax Performance Advisory Services SOW: -- assist Client with automating its income tax provision process by implementing ONESOURCE Tax Provision (OTP) to support its U.S. GAAP tax reporting requirements, including the following: - conduct workshops to obtain understanding of existing and future provision process requirements, identify improvement opportunities and design implementation approach; - define approach for key areas of OTP configuration and process; - determine the technology platform to support requirements, including any required data bridges to enable automation of book income and/or book/tax difference calculations; - load foundational data (e.g., units, adjustment codes) into OTP; - assist with the design of extracts from financial systems and other workspaces to facilitate the import of data into OTP; - assist with mapping of financial system data into OTP to enable automation of adjustments; - provide support for the testing of the configuration and process, including reperformance of a representative sample of entities for a prior provision period; - develop and deliver one day of end-user training for the US Client team in OTP; and - provide support for the go-live of the software. Ernst & Young will provide the following tax advisory services to the Debtors, contingent upon the Bankruptcy Court's approval of EY's expanded retention in accordance with the terms and conditions that are set forth in the DD&A Assistance & Advisory SOW: -- assistance with development of depletion data retrieval report from financial reporting systems; -- assistance with conversion of existing tax schedules and reports into formats for input into depletable asset tracking system; -- assistance with customization of database including coding and report creation; - Cost Depletion; - Percentage Depletion; - Tax Basis Rollforward; - Net Income from Oil & Gas; - Analytical, Exception and Error Capture; - Alternative Minimum Tax; - State Depletion; -- assistance with calculation of cost depletion; -- assistance with development of procedures, methodologies and data necessary for calculations of percentage depletion going forward; -- assistance with maintenance and upkeep of database for year rollover and tax basis tracking; -- assistance with assigning and transferring unevaluated or undeveloped tax basis; -- assistance with any tax attribute reduction to depletable asset; and -- assistance with documentation of tax asset assignment determination – i.e. data level, other assumptions. The hourly rates, which are subject to periodic adjustments, that Ernst & Young professionals will charge pursuant to the Supplemental Engagement Letters are as follows: Partner/Principal/Executive Director $595 Senior Manager $560 Manager $475 Senior $295 Staff $160 Ernst & Young will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark A. Wood, a partner at Ernst & Young assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court will hold a hearing on the application on January 10, 2017, at 10:00 a.m. Objections, if any, are due January 3, 2017, at 4:00 p.m. Ernst & Young can be reached at: ERNST & YOUNG LLP 2323 Victory Avenue, Suite 2000 Dallas, TX 75219 Tel: (214) 969-8000 Fax: (214) 9698587 About Chaparral Energy 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 petitions were 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. The Office of the U.S. Trustee on May 18, 2016, disclosed that no official committee of unsecured creditors has been appointed in the cases. 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. CHINA COMMERCIAL: Stockholders Elect Five Directors --------------------------------------------------- China Commercial Credit, Inc., held its 2016 annual meeting of stockholders on Dec. 30, 2016, at which the stockholders: 1. elected Mr. Mingjie Zhao, Mr. Teck Chuan Yeo, Mr. Weiliang Jie, Ms. Boling Liu, and Mr. Long Yi to serve on the Company's Board of Directors until the 2017 annual meeting of stockholders of the Company; and 2. ratified the selection of Marcum Bernstein & Pinchuk LLP as the Company's independent registered public accounting firm for fiscal year ending Dec. 31, 2016. About China Commercial Credit China Commercial Credit, Inc., offers financial services in China. It provides direct loans, loan guarantees and financial leasing services to small-to-medium sized businesses, farmers and individuals in the city of Wujiang, Jiangsu Province. China Commercial reported a net loss of $55.83 million in 2015 following a net loss of $23.37 million in 2014. As of Sept. 30, 2016, China Commercial had $22.45 million in total assets, $19.74 million in total liabilities and $2.70 million in total shareholders' equity. Marcum Bernstein & Pinchuk LLP, in New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has accumulated deficit that raises substantial doubt about its ability to continue as a going concern. COMMUNITY HEALTH: Fitch Affirms 'B' IDR, Off Watch Evolving ----------------------------------------------------------- Fitch Ratings has removed the ratings of Community Health Systems, Inc. (CHS) from Rating Watch Evolving and has affirmed the Issuer Default Rating (IDR) at 'B'. The Rating Outlook is Negative. The ratings apply to $15.5 billion of debt outstanding at Sept. 30, 2016. KEY RATING DRIVERS Persistent Credit Profile Headwinds: The Negative Outlook reflects CHS's high leverage, weak operating trends since the acquisition of rival hospital operator Health Management Associates (HMA) in late 2014, and execution risk surrounding a divestiture and business repositioning plan in some of the company's markets. Growth in EBITDA has also been hampered by ongoing government investigations and lawsuits. Lingering High Leverage: Progress towards deleveraging has been slow since the HMA acquisition; total debt/EBITDA is about 7.4x, versus 5.2x prior to the acquisition. So far in 2016, CHS has paid down about $1.6 billion of debt with the proceeds from the spin-off of Quorum Health Corporation (QHC) and the sale of a minority interest in several hospitals in Las Vegas. This was the first substantial debt repayment since the HMA acquisition. Ongoing Divestiture Program: CHS has completed or announced further asset sales, including divestiture of several more hospitals, some medical office buildings and an 80% share of its home health business. Most of these transactions are expected to close in Q1'17, and Fitch estimates cash proceeds of about $800 million. A recent amendment to the terms of the credit facilities requires that asset sale proceeds are used to repay term loan borrowings. Lower EBITDA, More Profitable Portfolio: Fitch's $2.18 billion and $2.16 billion EBITDA forecast for CHS for 2016 and 2017, respectively, reflects the loss of a cumulative $1.5 billion in revenue as a result of the company's portfolio pruning program. After completing the QHC spin-off, management said they have plans to divest assets that contribute about $2 billion of revenue; this includes the pending transactions expected to close in early-mid 2017. The divestiture program is a central focus of an operational turnaround plan to improve same hospital margins and sharpen focus on a subset of core markets with better organic operating prospects. Headwinds to Less Acute Volumes: CHS's legacy hospital portfolio is exposed to small rural markets facing secular headwinds to lesser acuity patient volumes. Volume trends in the company's markets are highly susceptible to weak macro-economic conditions and seasonal influences on flu and respiratory cases. Health insurers and government payors have been increasing scrutiny of short stay admissions and preventable hospital readmissions. CHS has made some headway in turning around industry lagging volume trends, but these challenges have proven difficult to overcome. Repositioning Portfolio Should Help: Repositioning the portfolio around larger, faster growing markets should help CHS's organic volume growth by reducing exposure to these lesser acuity volumes. Much like CHS's peers in larger hospital markets, the company is shifting the investment focus to building comprehensive networks of inpatient and outpatient facilities to capture share in certain targeted markets. This strategy is aligned with secular trends in healthcare delivery and should benefit the operating profile. However, successful execution of this repositioning is not without challenges from both an operational execution and capital investment perspective and is occurring at a time when cash flow generation is depressed relative to historical levels and management is still grappling with HMA integration issues. Progress in Resolution of Legal Issues: CHS has been dealing with government investigations and lawsuits related to the issue of short-stay hospital admissions. CHS has made good progress in resolving the legal issues facing the legacy CHS hospitals, which did not involve financial fines significant enough to threaten financial flexibility and provided some comfort that the scope of the potential HMA fines or penalties will be similarly manageable. The timing of cash payment to settle the HMA liabilities is uncertain. At Sept. 30, 2016, CHS has recorded a $260 million reserve for potential financial payment associated with these cases. Based on the size of the financial settlement negotiated for the legacy CHS hospitals, Fitch thinks the reserve is adequate to cover the eventual penalty, although there is a tail risk scenario where the payment is greater. The reserve also mirrors the size of the contingent value right agreed to as part of the HMA acquisition, which essentially establishes a floor on the payment amount. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for CHS include: -- Top line growth of negative 6.1% and negative 10.5% in 2016 and 2017, respectively, reflects completed and planned divestitures. Underlying same hospital growth of 1%-2% is driven by pricing as patient volumes are assumed to be flat at best and slightly down in most payor classes. -- EBITDA before dividends to associates and minorities of $2.18 billion and $2.16 billion in 2016 and 2017, respectively, assumes that the operating EBITDA margin recovers about 150 bps by the end of 2017, to 13.2%, versus the Sept. 30, 2016, LTM level of 11.7%, mostly as the result of divesting less profitable hospitals. -- FCF recovers somewhat, and is weakly positive in 2016, benefiting from lower cash interest expense due to debt re- payment, and lower capital intensity based on management's projections for capital expenditures of about 4.5% of revenues in 2016. -- Total debt to EBITDA after dividends to associates and minorities drops below 7x in 2017 due to debt repaid with divestiture proceeds; and there are no issues with maintaining debt covenant compliance during the 2016-2019 forecast period. RATING SENSITIVITIES Maintenance of CHS's 'B' IDR considers gross debt/EBITDA after dividends to associates and minorities slowly declining to about 6.5x over the next several years, primarily due to debt reduction in 2017 and slight growth of EBITDA due to stabilizing operating trends in the outer years of the 2016-2019 forecast period. Maintenance of the rating also considers that CHS will generate at least break even FCF. A downgrade to 'B-' could result from gross debt/EBITDA after dividends to associates and minorities durably above 7.0x coupled with a cash flow deficit that requires incremental debt funding. An expectation of gross debt/EBITDA after dividends to associates and minorities sustained near 5.5x and a FCF margin of 3%-4% could result in an upgrade to 'B+'. Risks to the operating outlook include the inability of management to execute on operational improvements necessary to improve organic volume growth and profitability. This could be evidenced by difficultly completing the remaining planned divestitures and associated debt pay-down, and/or sustained negative growth in CHS's organic adjusted admissions. LIQUIDITY At Sept. 30, 2016, sources of liquidity included $133 million of cash on hand, $912 million of available capacity on the senior secured credit facility cash flow revolver and LTM FCF of $198 million. CHS's EBITDA/interest paid is solid for the 'B' rating category at 2.2x. Upcoming debt maturities include the A/R facility with $634 million outstanding at Sept. 30, 2016; $250 million of the $700 million A/R funding commitment matures November 2017 and the remaining $450 million matures November 2018. The 2018-2019 maturity schedule includes $2.2 billion of maturities in 2018 and $3.5 billion in 2019. The upcoming maturities are all secured debt with the exception of $1.9 billion of unsecured notes maturing in 2019; the terms of the unsecured note indentures do limit the company's ability to refinance unsecured debt with secured debt. CHS was granted an amendment to the terms of the credit agreement by the bank lenders during Q4'16 to give near-term relief on the financial maintenance covenant levels. There was no increase in pricing, but the credit enhancements for the lenders strengthened the conditions under which the company is required to use divestiture proceeds to reduce debt, which is a near-term positive from a credit profile perspective. Despite the forecasted decline in EBITDA in the ratings case, Fitch expects the company to remain in compliance with the financial maintenance covenants through the projection period. FULL LIST OF RATING ACTIONS Fitch has removed from Rating Evolving and affirmed these ratings: Community Health Systems, Inc. -- IDR at 'B' CHS/Community Health Systems, Inc. -- IDR at 'B'; -- Senior secured credit facility at 'BB-/RR2'; -- Senior secured notes at 'BB-/RR2'; -- Senior unsecured notes at 'B/RR4'. The Rating Outlook is Negative. The 'BB-/RR2' rating for CHS's secured debt (which includes the bank term loans, revolver and senior secured notes) reflects Fitch's expectations for 74% recovery under a hypothetical bankruptcy scenario. The 'B/RR4' rating on CHS's $6.1 billion senior unsecured notes reflects Fitch's expectations for principal recovery of 37%. In the U.S. healthcare sector, Fitch consistently uses a going-concern approach to valuation as opposed to assuming a liquidation value; intrinsic value is assumed to be greater than liquidation value for these companies, implying that the most likely outcome post-default would be reorganization rather than liquidation. The going-concern cash flow (measured by EBITDA) estimate assumes an initial deterioration that provokes a default which is somewhat offset by corrective actions that would take place during restructuring. Fitch assumes a 30% discount to its 2016 forecasted EBITDA less distributions to non-controlling interests of $2.1 billion for CHS, resulting in a going concern EBITDA estimate of $1.5 billion. Fitch applies a 7x multiple to CHS's going concern EBITDA, resulting in an enterprise value (EV) of $10.2 billion. The 7x multiple is based on observation of both recent transactions/takeout and public market multiples in the healthcare industry. Administrative claims are assumed to consume 10%, or about $1 billion of EV, which is a standard assumption in Fitch's recovery analysis. Also standard in its analysis, Fitch assumes that CHS would fully draw the $1 billion available balance on its bank credit revolver in a bankruptcy scenario and includes that amount in the claims waterfall. Fitch applies a waterfall analysis to the going-concern EV based on the relative claims of the debt in the capital structure. Fitch estimates EV available for claims of $9.2 billion. At Sept. 30 2016, about 60% of consolidated net revenue resides in the guarantor group, so Fitch assumes that 60% of the EV, or $5.5 billion, is recovered by first-lien secured holders, leaving $3.7 billion of non-collateral value to be distributed to unsecured claimants. Based on $9.5 billion of total secured claims (which includes the bank term loans, revolver and senior secured notes), the resulting first-lien secured deficiency claim of $3.9 billion is added to $6.1 billion of senior unsecured claims, resulting in $10.1 billion of total unsecured claims, recovery of which is assumed on a pro rata basis. CONVATEC HEALTHCARE: S&P Raises CCR to 'BB' Then Withdraws Rating ----------------------------------------------------------------- S&P Global Ratings raised its corporate credit rating on ConvaTec Healthcare B S.a.r.l. to 'BB' from 'B+' and removed the rating from CreditWatch, where it was placed with positive implications on Oct. 3, 2016. The outlook is stable. S&P subsequently withdrew its corporate credit rating on the company. At the same time, S&P assigned its 'BB' corporate credit rating to the new parent entity, ConvaTec Group PLC. The outlook is stable. S&P also assigned a 'BB' rating to the U.S.-dollar-denominated term loan B, $770 million U.S.-dollar-denominated term loan A, EUR546 million euro-denominated term loan A, and $200 million U.S.-dollar-denominated revolver. The recovery rating on this debt is '3', indicating S&P's expectation for meaningful recovery (at the lower end of the 50%-70% range) in the event of a payment default. The borrowers are ConvaTec Healthcare D. S.a.r.l. and ConvaTec Inc. S&P also withdrew its ratings on the various debt obligations that were redeemed. "The CreditWatch resolution on ConvaTec Healthcare B S.a.r.l. follows consummation of the company's IPO and refinancing of its capital structure, which significantly lowered debt leverage," said S&P Global Ratings credit analyst Lucas Taylor. The company's adjusted debt to EBITDA is 3.9x compared with 14x before the transaction. Although S&P expects the company's financial sponsors, Avista Partners and Nordic Capital, to gradually reduce their ownership position over the next two to three years, S&P continues to incorporate this ownership by ignoring cash balances in its calculation of debt leverage. S&P expects the financial sponsor ownership to gradually diminish to below 40% of total ownership by 2019, at which point S&P would start to incorporate cash balances in its calculation of credit measures. S&P's assessment of ConvaTec's business risk is unchanged and reflects the company's leading market positions in its therapeutic categories. The four business platforms include ostomy care (31% of sales), wound therapeutics (32%), continence and critical care (CC&C) (21%), and infusion devices (16%). The company's strong customer relationships, particularly in ostomy, support a recurring stream of revenues. ConvaTec is one of the three largest ostomy companies, along with Coloplast and Hollister/Dansac. The company's advanced wound dressings and CC&C products, such as containment devices and catheters, have a strong hospital presence but commodity-like attributes and face greater competition. ConvaTec is a provider of infusion sets to manufacturers, which is a key component in devices such as insulin pumps. S&P views the company's geographic dispersion between Americas (44% of revenues); Europe, the Middle East, and Africa (48% of revenues); and Asia-Pacific (8% of revenues) as another strength in the business risk profile. These factors support S&P's assessment of a satisfactory business risk profile. The stable outlook reflects S&P's expectation that the company will continue to introduce a steady stream of new products, offsetting the impact of pricing pressure on certain mature products. The outlook also reflects S&P's expectation that the sponsor ownership will remain substantial through 2018 and that the company will seek to gradually reduce debt leverage over that time. S&P could lower the rating if competition and pricing pressure increase such that the company needs to significantly increase its investment in research and development (R&D) and capital expenditures to maintain its EBITDA margins and market shares. Alternatively, margin compression, a persistent decline in market share, or a large debt-financed transaction that materially reduces free cash flow generation or increases adjusted debt leverage to above 4x on a sustained basis could lead to a downgrade. S&P expects the mostly likely scenario of an upgrade would occur when the financial sponsor ownership is reduced to below 40%, providing the company reduces adjusted debt leverage (net of surplus cash) to below 3x, or alternatively if the growth prospects or free cash flow generation exceeds those of similarly rated peers. CRITICAL CAR CARE: Seeks to Employ Howard Fox CPA as Accountant --------------------------------------------------------------- Critical Car Care, Inc. asks the U.S. Bankruptcy Court for authority to employ Howard Fox, CPA as their accountant. The firm's services will include: (a) To review Critical Car Care's financial status and to determine those accounting and financial charges which are appropriate and necessary; (b) To assist Critical Car Care in determining whether post-petition DIP financing is appropriate and if so to assist Applicant to obtain said financing; (c) To review the Critical Car Care's financial records and assist counsel in determining what avoidance actions should be brought against insiders and others for the benefit of the estate; (d) To handle audits and to take steps necessary to reduce the estate's liabilities; (e) To prepare the Critical Car Care's tax returns as they come due, and to respond to any additional audits; and (f) To render other accountancy services for the Debtor for which services of an accountant may be necessary during the pendency of this case. The Debtor believes employment of the firm as its accountant is in the estate's best interest. Howard Fox, CPA and Erin Cohen, CPA will provide most of the accountancy services. They are the only accountants at the firm. Fee Schedule for Howard D. Fox, CPA are: Accounting Services: $250/hour (Howard Fox and Tiffany Phillips) Bookkeeping/Clerical Services: $100.00/hr To the best of the Critical Car Care's knowledge, the Debtor believes and alleges that CPA and the firm are disinterested persons as that term is defines in 11 U.S.C. Sec. 101(14), and holds no interest adverse to the Debtor, creditors, or the estate. The firm can be reached through: Howard D Fox, CPA 5835 Kanan Road Agoura Hills, CA 91301 Tel: (818) 879-0600 Fax: (818) 879-0112 E-mail: howard@foxcpa.com About Critical Car Care, Inc. Critical Car Care, Inc. owns and operates two collision repair centers in Lancaster and Quartz Hills, California. As of the bankruptcy filing, the Company employed some 15 employees and generated gross revenues in $1 million to $1.5 million range annually. Critical Car Care, Inc. filed a voluntary Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-25072) on November 14, 2016. The Debtor is represented by Steven R. Fox, Esq., at the Law Offices of Steven R. Fox. CYTORI THERAPEUTICS: Has Resale Prospectus of 6.5M Common Shares ---------------------------------------------------------------- Cytori Therapeutics, Inc., filed with the Securities and Exchange Commission a Form S-1 registration statement relating to the sale or other disposition from time to time of up to 6,509,677 shares of the Company's common stock, $0.001 par value per share, issued and issuable to Lincoln Park Capital Fund, LLC, the selling stockholder. The Company is not selling any shares of common stock under this prospectus and will not receive any of the proceeds from the sale of shares of common stock by the selling stockholder. The shares of common stock being offered by the selling stockholder have been or may be issued pursuant to the purchase agreement dated Dec. 22, 2016, that the Company entered into with Lincoln Park. The selling stockholder may sell or otherwise dispose of the shares of common stock covered by this prospectus in a number of different ways and at varying prices. The selling stockholder will pay all brokerage fees and commissions and similar expenses. The Company will pay all expenses (except brokerage fees and commissions and similar expenses) relating to the registration of the shares with the Securities and Exchange Commission. The Company's common stock is listed on the NASDAQ Capital Market under the ticker symbol "CYTX." On Dec. 28, 2016, the closing price of the Company's common stock as reported on the NASDAQ Capital Market was $1.36. A full-text copy of the Form S-1 prospectus is available at: https://is.gd/E0J7ka About Cytori Based in San Diego, California, Cytori Therapeutics (NASDAQ: CYTX) -- http://www.cytori.com/-- is an emerging leader in providing patients and physicians around the world with medical technologies, which harness the potential of adult regenerative cells from adipose tissue. The Company's StemSource(R) product line is sold globally for cell banking and research applications. Cytori reported a net loss allocable to common stockholders of $19.4 million on $4.83 million of product revenues for the year ended Dec. 31, 2015, compared to a net loss allocable to common stockholders of $38.5 million on $4.95 million of product revenues for the year ended Dec. 31, 2015. As of Sept. 30, 2016, Cytori had $36.84 million in total assets, $23.17 million in total liabilities and $13.67 million in total stockholders' equity. KPMG LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses from operations and liquidity position raises substantial doubt about its ability to continue as a going concern. DETROIT SERVICE: S&P Affirms 'BB-' Rating on 2011 Bonds ------------------------------------------------------- S&P Global Ratings revised the outlook to stable from negative and affirmed its 'BB-' long-term rating on Michigan Finance Authority's series 2011 public school academy limited obligation revenue and refunding bonds, issued on behalf of Detroit Service Learning Academy (DSLA). "The outlook revision is based on our view of stabilization in DSLA's enrollment in the past year," said S&P Global Ratings credit analyst Kaiti Wang. "The outlook revision also reflects our view of DSLA's better-than-anticipated financial operations in fiscal 2015, almost break-even operations in fiscal 2016, and projections for fiscal 2017 that include a level of planned capital expenses that we believe will still allow the school to meet its financial covenants," Ms. Wang added. DIADEM ENTERPRISES: Hires McWhorter Cobb as Counsel --------------------------------------------------- Diadem Enterprises, Inc. dba DMIC-Dale Miller Independent Consultants seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ McWhorter, Cobb & Johnson, LLP as counsel. The Debtor requires McWhorter Cobb to: (a) prepare motions, notices, orders and legal papers necessary to comply with the requisites of the United States Bankruptcy Code and Bankruptcy Rules; (b) counsel the Debtor regarding preparation of operating reports, motions for use of cash collateral, and development of a Chapter 11 Plan of Reorganization; (c) advise the Debtor concerning questions arising in the conduct of the administration of the estate and concerning the Debtor's rights and remedies with regard to the estate's assets and the claims of secured, preferred and unsecured creditors and other parties in interest; and (d) assist the Debtor with any and all sales of assets, closings of such sales, and distributions to creditors. McWhorter Cobb will be reimbursed for reasonable out-of-pocket expenses incurred. Todd J. Johnston of McWhorter Cobb, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. McWhorter Cobb can be reached at: Todd J. Johnston, Esq. MCWHORTER COBB & JOHNSON, LLP 1722 Broadway Lubbock, TX 79401 Tel: (806) 762-0214 Fax: (806) 762-8014 E-mail: tjohnston@mcjllp.com Diadem Enterprises, Inc. dba DMIC - Dale Miller Independent Consultants, based in Memphis, Tex., filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-20362) on December 16, 2016. The Hon. Robert L. Jones presides over the case. Todd Jeffrey Johnston, Esq. serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Earnest Dale Miller, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txnb16-20362.pdf DIGIPATH INC: Needs More Time to File Fiscal 2016 Form 10-K ----------------------------------------------------------- Digipath, Inc., disclosed in a regulatory filing with the Securities and Exchange Commission that its Form 10-K for the fiscal year ended Sept. 30, 2016, could not be filed within the prescribed time period without unreasonable effort or expense because the audit of the Company's financial statements for the fiscal year ended Sept. 30, 2016, had not been completed prior to the close of business on Dec. 29, 2016. About DigiPath DigiPath, Inc., was incorporated in Nevada on Oct. 5, 2010. DigiPath and its subsidiaries support the cannabis industry's best practices for reliable testing, cannabis education and training, and brings unbiased cannabis news coverage to the cannabis industry. The Company reported a net loss of $4.33 million for the year ended Sept. 30, 2015, compared to a net loss of $2.83 million for the year ended Sept. 30, 2014. As of June 30, 2016, DigiPath had $1.46 million in total assets, $105,900 in total liabilities and $1.35 million in total stockholders' equity. Anton & Chia, LLP, in Newport Beach, CA, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2015, noting that the Company has recurring losses and insufficient working capital, which raises substantial doubt about its ability to continue as a going concern. DOMINION RESOURCES: Black Warrior Trust Terminated -------------------------------------------------- Southwest Bank on Dec. 30, 2016, disclosed that as previously announced, Southwest Bank, the trustee of the Dominion Resources Black Warrior Trust (the "Trust"), was informed by Walter Energy, Inc., the parent of Walter Black Warrior Basin LLC (the "Company"), that it, together with certain of its subsidiaries and affiliates, including the Company ("Debtors") filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code (the "Bankruptcy Code") with the United States District Court for the Northern District of Alabama Southern Division (the "Bankruptcy Court") on July 15, 2015 and that it had an agreement with lenders regarding a pre-negotiated restructuring plan. There have been several rulings related to the bankruptcy proceedings as disclosed by the Trust in Current Reports on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on each of August 19, 2015, September 16, 2015, November 20, 2015 and December 31, 2015. The Trust has been involved in various appeals of rulings by the Bankruptcy Court regarding the Debtors' bankruptcy filings; however, the Trust was unsuccessful in obtaining a favorable ruling on any of its appeals and does not intend to pursue further appeals. Pursuant to Section 9.02(b) of the Trust Agreement of the Trust (the "Trust Agreement"), the Trust shall terminate on its terms as a result of the failure to maintain a 1.2 to 1.0 ratio for two consecutive calendar quarters of (i) cash received pursuant to the Royalty Interests of the Trust (as defined hereafter) to (ii) administrative costs. The "Royalty Interests" are certain overriding royalty interests in the proved natural gas properties located in the Pottsville coal formation of the Black Warrior Basin, Tuscaloosa County, Alabama. As a result of the nonpayment of distributions to the Trust by Walter Energy, Inc., the Trust did not maintain a 1.2 to 1.0 ratio for two consecutive calendar quarters. Therefore, pursuant to Section 9.02(b) of the Trust Agreement, the Trust must terminate. Pursuant to the termination procedures set forth in the Trust Agreement, the Trust's termination process shall be complete as of December 30, 2016 (as December 31, 2016 is not a business day). As the assets of the Trust do not exceed the liabilities of the Trust, the Trust is unable to make a distribution to the unitholders of the Trust. Unitholders may access financial information and tax information of the Trust from its Web site, http://www.dom-dominion.com. Dominion Resources Black Warrior Trust, based in Dallas, was formed as a Delaware business trust pursuant to a Trust Agreement of Dominion Resources Black Warrior Trust entered into effective as of May 31, 1994 among Dominion Black Warrior Basin, Inc., as trustor; Dominion Resources, Inc.; and NationsBank of Texas, N.A., as the initial trustee; and BNY Mellon Trust of Delaware as trustees. Southwest Bank, a state bank chartered under the laws of the State of Texas now serves as the trustee. The trust is a grantor formed to acquire and hold certain overriding royalty interests burdening proved natural gas properties located in the Pottsville coal formation of the Black Warrior Basin, Tuscaloosa County, Alabama owned by Walter Black Warrior Basin LLC, as successor to Dominion Black Warrior Basin, Inc. EARTH PRODUCTS: Hires Blumenstein Law as Special Counsel -------------------------------------------------------- Earth Products, Inc. seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ Blumenstein Law Group as special counsel as of November 22, 2016. The Debtor requires Blumenstein Law to: (a) seek relief in state court in California as may be necessary or appropriate to protect the Debtor's interests in its equipment, including, inter alia, writs of sequestration or other similar relief; (b) monitor and attend any legal actions or proceedings in California, including, inter alia, eviction proceedings, that may relate or pertain to the Debtor's equipment in California and protect the Debtor's interests in its equipment in such proceedings; (c) assist with the identification and location of the Debtor's equipment in California; and (d) perform all other legal services for an on behalf of the Debtor that may be necessary or appropriate in the administration of the Chapter 11 case. Blumenstein Law will be paid at these hourly rates: Laura Blumenstein $350 Other Professionals $150 Blumenstein Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to and within 90 days of the petition date, the firm received payments from the Debtor totaling $2,360 for prepetition professional fees and expenses. As of the petition date, the firm was owed approximately $1,000 for legal services provided prior to the commencement of the Debtor's bankruptcy case. The firm received an initial retainer from Makaata Holdings, LC on behalf of the Debtor in the amount of $1,000. In addition, the Debtor has agreed to pay the firm an additional retainer in the amount of $1,000 upon the entry of an order approving the application. Laura Blumenstein, principal of Blumenstein Law, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Blumenstein Law can be reached at: Laura Blumenstein, Esq. BLUMENSTEIN LAW GROUP 4343 Von Karman Ave, Suite 150 Newport Beach, CA 92660 Earth Products, Inc. dba H9 Water, based in Forth, Tex., filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 16-44084) on October 25, 2016. The Hon. Mark X. Mullin presides over the case. Robert J. Forshey, Esq. of Forshey & Prostok LLP serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Rachel Patman, chairman of the Board of Directors. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txnb16-44084.pdf EGIRA LLC: Creditors Seek G. David Dean as Ch. 11 Trustee --------------------------------------------------------- Sean Jackson, Russell Jackson, Jeremy Hewitt, Craig Koehler, Emily Wisniewski, Dawn Dorsey, and Casey Ann Diven, filed a motion asking the U.S. Bankruptcy Court for the District of Maryland to direct the Office of the U.S. Trustee to appoint G. David Dean as a Chapter 11 Trustee for Egira, LLC. The Debtor operates as Speakeasy Saloon and Dining House, a long-time bar/restaurant located in Canton Square, a trendy area of Baltimore, Maryland, well-known for its night life. Gus Vasilakoupolos is the purported owner and sole member of the Debtor. The Movants said, however, that it was also found that his brother is the one responsible for the day to day operations of the Debtor and was further found to not have filed any tax returns in connection with the Chapter 11 filing which documents are held overdue. According to the Movants, the Debtor deliberately misrepresented its financial condition in the case. Gus Vasilakoupolos testified that the Debtor does not have a lease, and that his mother, Anastasia Vasilakopoulos, receives no rent or compensation for the Debtor's use of her property, even though she is the owner of the building in which Speakeasy operates. Moreover, the Movants assert that the Debtor has engaged in fraud, dishonesty, incompetence and gross mismanagement, both before and after the commencement of the case. In addition to misrepresenting its financial condition in both pre-petition litigation, the Debtor has a history of failing to: (i) pay any wages to its tipped employees, including the Speakeasy Employee Creditors; (ii) file tax returns; (iii) issue W-2 Forms or 1099 Forms to its general manager, Bill Vasilakopoulos; and (iv) maintain routine corporate records, such as a membership agreement or any other type of corporate document reflecting the ownership of the Debtor. Based on these, there is a ground for the appointment of a Chapter 11 Trustee, insofar as the Movant's lack of confidence in the Debtor's management is both justified and understandable. Therefore, the Movants request that the Court enter an order (a) granting the Motion for Appointment of a Chapter 11 Trustee; (b) Directing the Office of the U.S. Trustee to appoint G. David Dean as a Trustee in the case; and (c) granting such other and further relief as is just and proper. The Movant Creditors are represented by: Howard B. Hoffman, Esq. HOWARD B. HOFFMAN 600 Jefferson Plaza, Ste. 304 Rockville, MD 20850 Tel.: (301) 251-3752 Email: hhoffman@hoholaw.com About Egira, LLC Egira, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 16-25686) on November 30, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Marc Robert Kivitz, Esq., at the Law Office of Marc R. Kivitz. ELITE RESEARCH: Seeks to Hire Harry P. Stampler as Auctioneers -------------------------------------------------------------- Elite Research Institute, Inc. seeks Court approval to employ Harry P. Stampler, Inc. d/b/a Stampler Auctions nunc pro tunc to December 5, 2016 as auctioneers for the Debtor to conduct an auction of its personal property. The terms of the Proposal, in pertinent part, include: (a) The costs to the Debtor of the proposed Auction are set not to exceed $5,000.00. (b) Compensation of the Auctioneer will be based upon a Buyer's Premium of 15%. (c) 2.5% of the Auctioneer's Buyer's Premium shall be rebated to the Estate. (d) The Auction will be an absolute auction, with the Auction Property being sold in "AS-IS, WHERE-IS" condition. (e) The Auctioneer will advertise the Auction in the Miami Herald, Fort Lauderdale Sun Sentinel, Palm Beach Post, Orlando Sentinel, and other auction websites frequented by the targeted potential purchasers. The Auctioneer is licensed and bonded as an auctioneer and is authorized to conduct auctions in the State of Florida pursuant to Florida Statutes Sec. 468.381 et seq. or Sec. 468.387 for out-of-state auctioneers and is covered by the Florida Auctioneer Recovery Fund as required by Florida Statute 468.392. In addition, the Auctioneer has posted a blanket bond in the amount of $500,000.00. The Auctioneer can be reached through: Stampler Auctions Inc 6740 Taft Street Hollywood, FL 33024 About Elite Research Institute Elite Research Institute, Inc., filed a Chapter 11 petition (Bankr. E.D. Fla. Case No. 16-23683) on Oct. 5, 2016. The petition was signed by Antolin Benitez, president. The Debtor is represented by Jacqueline Calderin, Esq., at Ehrenstein Charbonneau Calderin. The case is assigned to Judge Robert A. Mark. The Debtor estimated assets at $0 to $50,000 and liabilities at $1 million to $10 million at the time of the filing. ENCLAVE AT HILLSBORO: Court Extends Payoff Delivery Date -------------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida entered an order granting in part 13th Floor Investments, LLC's amended emergency motion for (i) the appointment of a Chapter 11 Trustee and (ii) a one-day extension of time to deliver payoff. The Court ordered the Debtors to file the appropriate motions to approve the four sale contracts for the sale of real property last December 17, 2016. The Court also found good cause to shorten the notice for the hearing to consider approval of the Sale Motions. A hearing was conducted last December 19, 2016 for the Sale Motions that were timely filed. The Court further ordered the Debtors and the purchasers to close the transactions contemplated by each Sale Motion if the Debtors timely filed the Sale Motions, and if the Court approved the Sale Motions. Moreover, the Court directed the Debtors to deliver payment in full to BI Boca Boynton Portfolio, LLC, last December 21, 2016 Meanwhile, the Court extended the December 14, 2016 payment deadline. About Enclave at Hillsboro Enclave at Hillsboro, LLC, Hillsboro Mile Properties, LLC, Antipodean Properties, LLC, Remi Hillsboro, LLC, Kerekes Land Trust Properties, LLC, Estates of Boynton Waters Properties, LLC, Enclave at Boynton Waters Properties, LLC and Lake Placid Waterfront Properties, LLC own real property, which on a consolidated basis are valued at $125,050,000 based on offers received and $66,781,178 based on the property tax assessed value. Enclave at Boynton Waters Properties, LLC, et al., filed Chapter 11 bankruptcy petitions (Bankr. S.D. Fla. Case Nos. 15-26141, 15-26143, 15-26148, 15-26152, 15-26155, 15-26156, 15-26162 and 15-26165) on Sept. 8, 2015. The petitions were signed by John B. Kennelly as manager. Erik P. Kimball is assigned to the first-filed case (15-26141). On Oct. 7, 2015, the Court ordered that the Debtor's cases will be jointly administered under Lead Case No. 15-26155. The Debtors own various parcels of real property that constitute the collateral of the same secured lender, BI Boca Boynton Portfolio, LLC. The Debtors are represented by Bernice C. Lee, Esq., at Shraiberg, Ferrara & Landau, P.A. ESSENTIAL LIVING: Terraholdings Buying All Assets for $1.5 Million ------------------------------------------------------------------ Essential Living Foods, Inc., asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of substantially all assets and property ("Assets") to Terraholdings, LLC for up to $1,500,000, or such party that is the prevailing bidder at the auction. A hearing on the Motion is set for Jan. 10, 2017 at 3:00 p.m. Objection deadline is Jan. 6, 2017. Incorporated in 2004, ELF, is a benefit corporation that sells sustainably sourced organic superfoods, sourced from small farms around the world with concentrations in Ecuador, Peru and Indonesia. Beon Holdings, Inc., is ELF's parent company and does not own any assets other than its interest in ELF. ELF's mission is to support sustainable agricultural practices and support meaningful farm development. ELF is a member of "1% of the Planet," an organization whose members donate at least 1% of their annual net revenues to environmental organizations worldwide. ELF's primary products include goji berries, golden berries, maca, raw cocoa, smoothie blends, trail mixes, supplements and other organic superfoods and snacks. ELF sells its products in health food stores and grocery stores across the country, including Whole Foods Market, Inc. and Costco Wholesale Corp. Currently, ELF has a co-manufacturing facility in Commerce, a third-party logistics warehouse in Los Angeles and several warehouses. ELF has 8 full time employees, consisting of an account manager, sales staff, warehouse and logistics manager, food and safety manager and administrative staff. Kipp Stroden is the Debtor's Chief Executive Officer. The Debtor's secured creditors are: a. The Debtor and Gerber Finance, Inc. entered into that certain Loan and Security Agreement dated June 10, 2015 whereby Gerber made loans and advances to the Debtor. As of the Petition Date, the amounts due under the Gerber Loan had an unpaid principal balance of approximately $1,085,000. Gerber asserts that the amounts due under the Gerber Loan are secured by a perfected blanket lien on all or substantially all the Debtor's assets by the loan documents and a UCC-1 Financing Statement filed on June 9, 2015, as Document No. 201504081097. b. The Debtor and Scorpion Group, LLC entered into that certain Secured Convertible Promissory Note dated Nov. 17, 2014 whereby Scorpion loaned the Debtor the principal amount of $25,000 to the Debtor. Scorpion asserts that the amounts due under the Scorpion Loan are secured by a blanket lien on all or substantially all the Debtor's assets by the loan documents and a UCC-1 Financing Statement filed on Aug. 6, 2014 as Document No. 201401959227. c. The Debtor and Vered Private Equity, LLC entered into that certain Secured whereby Vered loaned the Debtor the principal amount of $400,000 to the Debtor. Vered asserts that the amounts due under the Vered Loan are secured by a blanket lien on all or substantially all of the Debtor's assets by virtue of a UCC-1 Financing Statement filed on Nov. 19, 2014 as Document No. 201402611763. d. Equipment Financing Lenders: i. RLC Funding A Division of Navitas Lease Corp's claim is secured by claim is secured by certain equipment of the Debtor. The Debtor is behind one pre-petition payment of $1,571. RLC will be brought current at Closing from the purchase price and the Finance Agreement assigned to the Buyer. ii. CIT Finance, LLC/Summit Funding Group's claim is secured by certain equipment of the Debtor. The Debtor is behind one prepetition payment of $2,634. Summit will be brought current at Closing from the purchase price and Lease Agreement No. 105119 assigned to the Buyer. iii. Wells Fargo Bank N.A. has a lien on a fork lift, which has been paid in full. The Debtor believes that an orderly, going concern sale of the Assets will maximize the value of its estate for the benefit of creditors and other interest parties and is therefore preferable to any effort to dispose of the Assets on a piecemeal basis, which will yield significantly less than a sale of the company. On Dec. 28, 2015, ELF engaged Mirus Securities, Inc., a financial advisory and investment banking firm in order to provide services in connection with (1) a possible private placement of equity; and (2) a possible sale of at least a substantial amount of the assets or the capital stock. Throughout the summer and fall of 2016, Mirus and the Debtor engaged in discussions for a possible sale with Sentry Financial, Better Body Foods, Healthy Brands Collective, The Hecht Family Office, and a Hollywood celebrity. While these individuals/entities made serious expressions of interests, none signed a written offer or paid a deposit. Post-petition, the Debtor was introduced to Terraholdings by Tylor Gage, the CEO of Runa beverage company, a company that is unrelated to the Debtor company. Terraholdings is the only prospective buyer that has signed an asset purchase agreement, and paid a deposit towards the consummation of a sale. On Dec. 15, 2016, Terraholdings executed an Offer To Purchase Assets of Essential Living Foods, Inc. On Dec. 22, 2016, the parties entered into a Purchase Agreement. The Purchase Agreement is the only signed offer for the Assets, pays senior secured Gerber in full, and is the highest best price the Debtor has received thus far. On Dec. 15, 2016, Terraholdings paid an initial deposit of $50,000 to the Debtor's counsel trust account pending the Closing. Pursuant to the Purchase Agreement, in the event an overbid occurs and Terraholdings is not the ultimate purchaser of the Assets, Terraholdings will receive a break-up fee in an amount of 4% of the purchase price. As set forth in the Purchase Agreement, and subject to approval of the Bankruptcy Court and overbids, the Buyer has offered to purchase the Assets in an amount not higher than $1,500,000, which will be allocated as follows: a. The amount owed by the Debtor to its senior lender, Gerber which is estimated by the Debtor to be approximately $1,123,571 plus reasonable legal fees and other expenses ("Gerber Payoff Amount"), will be paid in full from the purchase price. b. Based upon prior negotiations, it is believed that the junior secured lienholders Scorpion and Vered will consent to the Sale and agree to be treated as general unsecured creditors and shall participate in any distributions made to general unsecured creditors from the purchase price on a pro rata basis based upon the amounts of their claims. c. The Cure Payments required to be made to assume and assign certain leases of real property, leases of personal property and/or executory contracts to which the Debtor is a party which the Buyer desires to assume, up to the sum of $25,000, will be paid from the purchase price. In the event that the total amount of the Cure Payments exceeds $25,000, the Buyer will be responsible for the payment of the excess amount of the Cure Payments (over $25,000). d. The balance of the purchase price remaining after payment of the Gerber Payoff Amount and the Cure Payments (up to the sum of $25,000) will be allocated to pay the Debtor's administrative and general unsecured creditors. The material terms of the sale of the property to Buyer pursuant to the Purchase Agreement are: a. Assets: The Buyer will purchase all tangible and intangible assets belonging to the Debtor and/or in which the Debtor has any interest, or some lesser portion thereof as Buyer may designate in its sole discretion, including, without limitation, the Debtor's inventory, accounts receivable, cash, prepayments and deposits, customer purchase orders, product formulas and blends, know-how, company name, trade names, domain names, social media accounts, trademarks and other intellectual property held by the Debtor and its parent company, Beon, contract rights, furniture, fixtures and equipment, fixed assets, books and records of the Debtor, and all claims and causes of action belonging to the Debtor and its bankruptcy estate, including, without limitation, all causes of action arising under Chapter 5 of the Bankruptcy Code, free and clear of all liens, claims, interests and encumbrances. b. Assumed Contracts: The Buyer may, in its sole discretion, designate certain leases of real property, leases of personal property and/or executory contracts to which the Debtor is a party which Buyer desires to assume. c. Closing: Jan. 13, 2017. If the Closing cannot or does not occur by Jan. 13, 2017, or such later date agreed to by the Parties, the Buyer will be relieved of its obligations under the terms of the Agreement, will not be required to proceed with the purchase of the Assets, and will be entitled to the prompt return of the full amount of the Deposit. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Essential_Living_58_Sales.pdf The Debtor will continue to market a sale of the company until the Sale Hearing. The Purchase Agreement requires that the Debtor assumes and assigns certain executory contracts and unexpired leases in which the Buyer desires to assume. Thus, the Debtor requests authority to assume and assign any unexpired lease or executory contract that the Buyer so designates. The Debtor believes that such a sale provides the best opportunity for maximizing the value of the estate. To maximize the value received for the Assets and manage the sale process, the Debtor has implemented certain "Sale Procedures," which were approved by an order of the Court entered on Dec. 28, 2016. Because Debtor has little operating capital and almost no equity in its assets, if the sale is not approved within a short period of time, operations will completely stop, the Debtor's relationships with health food stores and grocery stores such as Whole Foods and Costco will deteriorate, with customers leaving the brand. If this happens, there will be nothing to sell. Accordingly, the Debtor asks the Court to approve the sale of Assets free and clear of all liens, claims, interests and encumbrances. Finally, the Debtor asks the Court to waive the 14-day stay of order provided in Rules 6004(h) and 6006(d) of the Federal Rules of Bankruptcy Procedure. About Essential Living Foods Incorporated in 2004, Essential Living Foods, Inc., is a benefit corporation that sells sustainably sourced organic superfoods, sourced from small farms around the world with concentrations in Ecuador, Peru and Indonesia. Beon Holdings, Inc., is ELF's parent company and does not own any assets other than its interest in ELF. ELF's mission is to support sustainable agricultural practices and support meaningful farm development. ELF is a member of "1% of the Planet," an organization whose members donate at least 1% of their annual net revenues to environmental organizations worldwide. ELF's primary products include goji berries, golden berries, maca, raw cocoa, smoothie blends, trail mixes, supplements and other organic superfoods and snacks. ELF sells its products in health food stores and grocery stores across the country, including Costco and Whole Foods. Currently, ELF has a co-manufacturing facility in Commerce, a third-party logistics warehouse in Los Angeles and several warehouses. ELF has 8 full time employees, consisting of an account manager, sales staff, warehouse and logistics manager, food and safety manager and administrative staff. Kipp Stroden is the company's Chief Executive Officer. Essential Living Foods, Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 16-25844) on Dec. 1, 2016. Judge Robert N. Kwan is assigned to the case. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Elaine Nguyen, Esq., James R Selth, Esq., and Daniel J. Weintraub, Esq., at Weintruab & Selth APC, as counsel. The petition was signed by Kipp Stroden, chief executive officer. EXACT PLUMBING: Hires Mickler & Mickler as Counsel -------------------------------------------------- Exact Plumbing, Inc., seeks authorization from the U.S. Bankruptcy Court for the Middle District of Florida to employ the Law Offices of Mickler & Mickler, LLP as attorney. The Debtor requires Mickler & Mickler to represent the Debtor in this proceeding and perform all legal services which may be necessary herein. Mickler & Mickler will be paid at $250-$300 per hour. Taylor J. King, Esq., of Law Offices of Mickler & Mickler, LLP, assured the Court that the firm does not represent any interest adverse to the Debtor and its estates. Mickler & Mickler may be reached at: Taylor J. King, Esq. Law Offices of Mickler & Mickler, LLP 5452 Arlington Expressway Jacksonville, FL 32211-6860 Phone: (904)725-0822 Fax: (904)725-0855 E-mail: tjking@planlaw.com Exact Plumbing, Inc. filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 16-07991) on December 9, 2016. The Debtor listed under $1 million in both assets and liabilities and is represented by Taylor J. King, Esq., at the Law Offices of Mickler & Mickler. FAHEY EXTERIORS: Hires Supple Law as Counsel -------------------------------------------- Fahey Exteriors, LLC seeks authorization from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Joe M. Supple and the firm of Supple Law Office PLLC as counsel. The Debtor requires Supple Law to: (a) provide legal advice to the Debtor in the mattes arising in the administration of these Chapter 11 proceedings; (b) assist the Debtor in formulating a Plan of Reorganization including the liquidation of assets to fund the plan and to represent the Debtor in efforts to negotiate terms for reorganization in the best interest of all creditors and parties-in-interest; and (c) assist in other matters as properly require the services of counsel in connection with this case and in the best interest of the parties-in-interest. Supple Law will be paid at these hourly rates: Attorney $275 Paralegal $100 Supple Law will also be reimbursed for reasonable out-of-pocket expenses incurred. On November 28, 2015, Supple Law received a retainer of $10,000. A sum of $5,000 from the retainer has been paid to Supple Law and applied to the services rendered and expenses incurred relating to conferences with the Debtor and the preparation and filing of the Debtor's Chapter 11 Petition, Schedules and other required filings. In addition, $1,717 of the retainer was paid to the U.S. Bankruptcy Court on December 15, 2016 for the Chapter 11 filing fee, leaving retained funds in the amount of $3,283, which is held in trust and will be applied against services and expenses as approved by the Court. Joe M. Supple assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. Supple Law can be reached at: Joe M. Supple, Esq. SUPPLE LAW OFFICE, PLLC 801 Viand Street Point Pleasant, WV 25550 Tel: (304) 675-6249 E-mail: joe.supple@supplelaw.net Fahey Exteriors, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D.W. Va. Case No. 16-30572) on December 15, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Joe M. Supple, Esq. FORTRESS TRANSPORTATION: S&P Affirms 'B' CCR, Outlook Stable ------------------------------------------------------------ S&P Global Ratings said that it affirmed its 'B' corporate credit rating on Fortress Transportation and Infrastructure Investors LLC. The outlook is stable. To assign ratings to FTAI, S&P Global Ratings developed a "rating–to-principles" approach to incorporate its analysis of an industrial company's business risk into the rating of a company whose primary cash flows come from leasing operations. This rating-to-principles approach would apply to entities whose cash flows are generated by both equipment leasing and industrial operations, with each business typically contributing more than 20% of total expected cash flow, earnings, or another comparable metric over the long term. Corporate industrial companies are rated under S&P's "Corporate Methodology" (published Nov. 19, 2013). However, leasing businesses -- which tend to exhibit some characteristics of finance companies and for which S&P considers different credit factors -- are rated using leasing operations under "Key Credit Factors For The Operating Leasing Industry”, published Dec. 14, 2016, (hereafter referred to as "Leasing KCF"). Rating to principles Under the rating–to-principles approach, S&P: -- Segregates the industrial and leasing operations (based on reported information for each business, S&P's estimates, and S&P's expectations of future performance). -- Assesses the business risk profile (BRP) and financial risk profile (FRP) of the entity's leasing operations according to the Leasing KCF, and assess the BRP and FRP of the issuer's industrial operations by applying Corporate Methodology and the applicable Key Credit Factors criteria. S&P then uses a weighted average calculation to combine its assessments of the industrial operation's BRP with the BRP for the leasing operation and arrive at the BRP for the consolidated entity. S&P uses the same weighted average calculation to arrive at the overall FRP for the issuer. To facilitate the weighted average calculation, numbers 1 through 6 can be assigned to each BRP and FRP category as: Business risk profile -- Excellent, 1 -- Strong, 2 -- Satisfactory, 3 -- Fair, 4 -- Weak, 5 -- Vulnerable, 6 Financial risk profile -- Minimal, 1 -- Modest, 2 -- Intermediate, 3 -- Significant, 4 -- Aggressive, 5 -- Highly leveraged, 6 S&P then applies Table 3 of the Corporate Methodology to determine the anchor and apply the modifiers set forth under Corporate Methodology to arrive at the issuer stand-alone credit profile. In assessing the modifiers, S&P generally takes into account the enterprise's consolidated profile. In certain cases, S&P will qualitatively consider whether the leasing business has certain characteristics that support or weaken the modifier assessment. When assessing liquidity, if the issuer has a significant portion of unencumbered equipment for which there is ready demand, relative to liquidity uses, this could provide a source of liquidity and support a higher liquidity assessment (to adequate from less than adequate, or to less than adequate from weak) provided quantitative measures of liquidity are insufficient but still relatively close to the threshold for that higher assessment and provided other required qualitative conditions are met. When assessing capital structure, if the company has a significant mismatch of assets and liabilities in its leasing business (for instance, long-term assets with a significant portion of short- or medium-term debt) S&P would assess capital structure one category weaker than otherwise determined without consideration of such factor. The issuer credit rating results from the support framework, if applicable, as described in Corporate Methodology. Calculating the weighted average Given that industrial and equipment leasing operations have different business characteristics, no single financial measure gives a full picture. Therefore, S&P calculates the relative proportion based on total assets, annual revenues, annual funds from operations (FFO), and annual net income, then weigh those percentages to arrive at the weights for the BRP and FRP. For the weighted average calculation of the BRP and FRP, S&P rounds the assessment to the nearest integer. For example, a weighted assessment of 2.4 rounds to 2, and a weighted assessment of 2.6 rounds to 3. If the outcome of a weighted average calculation is at the midpoint between two assessment categories (i.e., 2.5), S&P takes into account the respective strength of each business's position within the BRP or FRP category assessment. Application to FTAI S&P distinguishes between FTAI's leasing and nonleasing activities, and determine separate business risk and financial risk assessments for each. S&P assess the company's overall BRP to be vulnerable. This is driven by the vulnerable BRP for the company's leasing operations and a vulnerable BRP for the industrial operations. S&P assesses the company's leasing operations to have a vulnerable BRP, reflecting its limited scale and diversity than those of its peers. This is partially offset by the relatively stable cash flows from those operations. S&P continues to expect the leasing operations will make up the majority of FTAI's total near-term cash flow. The leasing operations encompass three separate segments -- engine leasing, aircraft leasing, and offshore energy leasing. S&P believes the engine leasing business will account for most cash flows out of the three and expect offshore energy leasing to make up only minimal cash flow. FTAI's aircraft engine leasing was roughly 70% utilized as of Sept. 30, 2016, and S&P forecasts it to stay in the 60%-70% area over the next 12 months. Though this utilization rate is low in S&P's view, it allows FTAI to have additional engine assets on hand to provide options to FTAI's clients. FTAI's aircraft leasing equipment was almost 100% utilized as of Sept. 30, 2016, and S&P expects it to stay in the 90% area over the next 12 months as FTAI's aircraft assets have a weighted average lease term of about 31 months. FTAI's credit risks include potential cash flow volatility when the contracts expire, the relative old age of the asset fleet, and the underlying creditworthiness of counterparties. S&P would expect the length of contracts to decline over time as the fleet age continues to increase. S&P forecasts only minimal EBITDA contribution from the offshore energy market due to weak market conditions from low commodity prices. S&P's assessment of a vulnerable BRP for the industrial operations reflects the small scale and lack of asset diversity. The Jefferson Terminal has successfully signed additional contracts over the past six months, and S&P expects the majority of cash flows from the industrial operations to come from the Jefferson Terminal during 2017 as FTAI's other infrastructure assets will require additional capital before they are operational. The four assets in its industrial operations include the Jefferson Terminal, Repauno Delaware Port, Central Maine and Quebec Railway, and Hannibal Ohio Port. S&P's base-case forecast for the next 12 months includes these assumptions: -- Aircraft and aviation engine leasing: FTAI successfully extends leases under similar terms. -- Offshore energy leasing: Limited EBITDA contribution in 2017 due to poor market conditions. -- Jefferson Terminal: We assume a West Texas Intermediate crude oil price of $50 per barrel in 2017 and 2018, rising to about $55 in 2019 and beyond. S&P also forecasts increased earnings and cash flow in 2017 due to recent contract additions. -- About $100 million in dividends. Though FTAI has a low debt balance, its ownership by affiliates of Fortress Investment Group LLC limits the FRP at aggressive. S&P assess Fortress to be a financial sponsor, expect financial sponsors to have a shorter-term investment horizon for its assets, and expect them to follow an aggressive financial strategy in using debt or debt-like instruments. S&P assess the company's leasing operations to be in line with a modest FRP due its lack of debt in that business segment and assess the FRP of FTAI's industrial operations to be in line with a highly leveraged FRP. For FTAI's leasing operations, S&P forecasts EBIT coverage to exceed 3.5x. For the industrial operations, S&P expects significant capital spending and an elevated debt level in 2017 before improving to below 5x by year-end 2018. S&P assesses FTAI's consolidated liquidity to be adequate, with projected sources exceeding uses by about 1.3x over the next 12 months. S&P believes qualitative factors limit its assessment at adequate, such as its ability to absorb high‐impact events and since the company is not a seasoned issuer in the capital markets. Principal liquidity sources: -- Cash balance of roughly $200 million as of Sept. 30, 2016; and -- Projected FFO generation of about $90 million. Principal liquidity uses: -- Projected capital spending of about $60 million; and -- Roughly $90 million of dividends. The stable outlook reflects S&P's expectation that FTAI will continue to focus on expanding its leasing operations and investing in its infrastructure assets while maintaining adequate liquidity. S&P forecasts the company's leasing business to maintain an EBIT coverage ratio above 2.5x. S&P could lower the ratings if FTAI's leasing operations underperform or if earnings and cash flow declines leading to EBIT interest coverage falling below 1.1x. S&P could also consider lower ratings if the industrial operations underperform such that the invested capital in Jefferson Terminal and Repauno don't materialize into additional cash flows. While unlikely in the near term, S&P could consider higher ratings if the company can improve its scale or diversify its asset base in the leasing or industrial operations. S&P could also consider higher ratings if FTAI successfully adds additional creditworthy counterparties while maintaining adjusted debt to EBITDA in that business segment below 5x. GRAND TRAVERSE: S&P Lowers Rating on 2007 School Bonds to 'BB' -------------------------------------------------------------- S&P Global Ratings lowered its rating on Grand Traverse Academy (GTA), Mich.'s series 2007 public school academy revenue and refunding bonds to 'BB' from 'BB+', and placed the rating on CreditWatch with negative implications. "The lower rating reflects our conservative view of the school's weakened liquidity which still remains extremely thin for the rating category," said S&P Global Ratings credit analyst Melissa Brown. "The CreditWatch action reflects our uncertainty with regards to the impact of GTA's potential additional debt plans on its credit profile, which in combination with the school's already weak liquidity position, could pressure operations and maximum annual debt service (MADS) coverage from levels that are currently sufficient for the rating." "We understand GTA expects to borrow $4 million to finance its high school wing expansion and math and science center. At the time of our last review, management expected to enter into a lease to buy arrangement for the new facility, but we understand the school has since decided to purchase the property outright via a direct loan with a hedge fund. Management indicates that discussions related to the borrowing are still preliminary, but expects to finalize negotiations in the coming weeks and to close on the loan in early February 2017. Depending on the debt structure, we could view this as a substantially riskier profile with exposure to contingent liabilities, particularly since GTA's unrestricted reserves are not at a sufficient level to cover this potential exposure. Based on the final financing plan and the detailed credit pressures, we could potentially lower the rating by multiple notches. Given our level of knowledge in respect to the details of the contingent debt, we have not incorporated the impact of the debt into our analysis of the current rating," S&P said. GREAT BASIN: Had 746,277 Outstanding Common Stock as of Dec. 30 --------------------------------------------------------------- On December 28 and 29, 2016, certain holders of the Series F Convertible Preferred Stock were issued shares of the Company's common stock pursuant to Section 3(a)(9) of the United States Securities Act of 1933, (as amended) in connection with the conversion of the Preferred Stock under the terms of the Certificate of Designations for the Preferred Stock. In connection with the conversions, the Company issued 80,000 shares of common stock upon the conversion of 480 shares of Preferred Stock at a conversion price of $6.00 per share (adjusted for the recent reverse stock split effective Dec. 28, 2016). As of Dec. 30, 2016, the Company has converted 2,576 shares of Preferred Stock into approximately 429,333 shares of the Company's common stock, at a conversion price of $6.00 per share (adjusted for the recent reverse stock split effective Dec. 28, 2016). As of Dec. 30, 2016, there are 746,277 shares of common stock issued and outstanding (adjusted for the recent reverse stock split effective Dec. 28, 2016). About Great Basin Great Basin Scientific is a molecular diagnostic testing company focused on the development and commercialization of its patented, molecular diagnostic platform designed to test for infectious disease, especially hospital-acquired infections. The Company believes that small to medium sized hospital laboratories, those under 400 beds, are in need of simpler and more affordable molecular diagnostic testing methods. The Company markets a system that combines both affordability and ease-of-use, when compared to other commercially available molecular testing methods, which the Company believes will accelerate the adoption of molecular testing in small to medium sized hospitals. The Company's system includes an analyzer, which it provides for its customers' use without charge in the United States, and a diagnostic cartridge, which the Company sells to its customers. Great Basin reported a net loss of $57.9 million in 2015 following a net loss of $21.7 million in 2014. As of Sept. 30, 2016, Great Basin had $83.40 million in total assets, $144.9 million in total liabilities, and a total stockholders' deficit of $61.47 million. Mantyla McReynolds, LLC, in Salt Lake City, Utah, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred substantial losses from operations causing negative working capital and negative operating cash flows. These issues raise substantial doubt about its ability to continue as a going concern. GUIDED THERAPEUTICS: Signs $330K Securities Pact With RedDiamond ---------------------------------------------------------------- Guided Therapeutics, Inc., entered into a securities purchase agreement with RedDiamond Partners LLC on Dec. 28, 2016, for the issuance and sale to RedDiamond of up to $330,000 in aggregate principal amount of 10% original issuance discount convertible promissory notes for an aggregate purchase price of $300,000. On Dec. 28, 2016, the Company issued to RedDiamond a Note in the principal amount of $222,000, for a purchase price of $200,000. At the Company's option, at any time within 60 days of the Initial Closing Date, the Company may issue another Note in the principal amount of $110,000, for a purchase price of $100,000 subject to customary conditions contained in the Purchase Agreement. Pursuant to the Purchase Agreement, RedDiamond may not engage in any "short sale" transactions of the Company's common stock. The Purchase Agreement contains customary representations, warranties and covenants by, among and for the benefit of the parties. The Purchase Agreement also provides for customary indemnification of RedDiamond by the Company. The Notes mature six months from their date of issuance and, in addition to the 10% original issue discount, accrues interest at a rate of 10% per year. The Company may prepay the note, in whole or in part, for 115% of outstanding principal and interest until thirty (30) days from issuance, for 125% of outstanding principal and interest at any time from 31 to 60 days from issuance, and for 130% of outstanding principal and interest at any time from 61 days from issuance until the maturity date. After six months from the date of issuance, RedDiamond may convert the Notes, at any time, in whole or in part, into shares of the Company's common stock, at a conversion price equal to 60% of the lowest VWAP during the 20 trading days prior to the conversion, subject to certain customary adjustments and anti-dilution provisions contained in the Notes. The Notes include customary events of default provisions and a default interest rate of the lessor of 24% per year or the maximum amount permitted by law. Upon the occurrence of an event of default, RedDiamond may require the Company to redeem the Notes (or convert it into shares of common stock) at 150% of the outstanding principal balance of the Notes plus accrued and unpaid interest due thereunder. The Company used a placement agent in connection with the transaction. For its services, the placement agent received a cash placement fee equal to 10% of the gross proceeds from the first tranche of transaction. The issuance of the note under the purchase agreement was exempt from the registration requirements of the Securities Act, pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act of 1933, as amended. In making this determination, the Company relied on the representations of RedDiamond in the purchase agreement that it is an "accredited investor" and had access to information about its investment and about the Company. Should the Notes be converted into shares of common stock, the issuance of the shares of common stock would be exempt from the registration requirements of the Securities Act pursuant to the exemption for exchange transactions under Section 3(a)(9) of the Securities Act. About Guided Therapeutics Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP) -- http://www.guidedinc.com/-- is developing a rapid and painless test for the early detection of disease that leads to cervical cancer. The technology is designed to provide an objective result at the point of care, thereby improving the management of cervical disease. Unlike Pap and HPV tests, the device does not require a painful tissue sample and results are known immediately. GT has also entered into a partnership with Konica Minolta Opto to develop a non-invasive test for Barrett's Esophagus using the LightTouch technology platform. Guided Therapeutics reported a net loss attributable to common stockholders of $9.50 million on $42,000 of contract and grant revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common stockholders of $10.03 million on $65,000 of contract and grant revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Guided Therapeutics had $2.06 million in total assets, $9.37 million in total liabilities and a total stockholders' deficit of $7.31 million. GULFMARK OFFSHORE: Terminates Tender Offer for 6.375% Senior Notes ------------------------------------------------------------------ GulfMark Offshore, Inc., has terminated its previously announced cash tender offer to purchase up to $300 million aggregate principal amount of its outstanding 6.375% Senior Notes due 2022. The tender offer commenced on Nov. 23, 2016, and expired at 5:00 p.m., New York City time, on Dec. 29, 2016. Quintin Kneen, president and CEO, commented, "Although we are disappointed we could not create value for our stockholders through this transaction, this was always an opportunistic undertaking and we are certainly encouraged by the long-term view demonstrated by our bondholders. We will continue to seek out opportunities to improve liquidity, deleverage, and maximize stockholder value during this difficult period in the offshore vessel industry." As a result of the termination, none of the Notes that have been tendered in the tender offer will be accepted for purchase and no consideration will be paid or become payable to holders of Notes who have tendered their Notes in the tender offer. All Notes previously tendered and not withdrawn will be promptly returned or credited back to their respective holders. The tender offer was subject to the conditions set forth in the Offer to Purchase dated Nov. 23, 2016, and the related Letter of Transmittal dated Nov. 23, 2016, certain of which were not satisfied. These conditions included, among others, that a minimum of $250 million aggregate principal amount of Notes are validly tendered and not withdrawn, and the completion of the pending financings as described in the Offer to Purchase. GulfMark reserves the right to initiate a new tender offer at a later date, but it is under no obligation to do so. Miller Buckfire & Co., LLC, a subsidiary of Stifel Financial, served as Dealer Manager for the tender offer. Holders of Notes with questions regarding the termination of the tender offer may direct such questions to Kevin Haggard at (212) 895-1883 or Chris Weyers at (212) 847-6480. D.F. King & Co., Inc. served as the information agent and tender agent for the tender offer. 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 the Company's 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. * * * In November 2016, S&P Global Ratings said that it lowered its corporate credit rating on GulfMark Offshore to 'CC' from 'CCC'. The rating outlook is negative. "The downgrade follows GulfMark Offshore's announcement that it has offered to purchase up to $300 million of its 6.375% senior unsecured notes due 2022 at about 48% of par," said S&P Global Ratings' credit analyst Kevin Kwok. In February 2016, that Moody's Investors Service downgraded GulfMark Offshore's 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'. HARBORVIEW TOWERS COUNCIL: Disclosures OK'd; Feb. 13 Plan Hearing ----------------------------------------------------------------- The Hon. James F. Schneider of the U.S. Bankruptcy Court for the District of Maryland has approved Council of Unit Owners of the 100 Harborview Drive Condominium's disclosure statement for the Debtor's first amended plan of reorganization. Feb. 13, 14 and 15, 2017 at 10:00 a.m. is fixed for the hearing on confirmation of the Plan. Objections to the confirmation of the Plan must be filed by Jan. 27, 2017. The Debtor is authorized to conduct on Jan. 24, 2017, at 7:15 p.m. a Town Hall Meeting for unit owners and other claimants on 10 days notice at 100 Harborview Drive, Baltimore, Maryland 21230 to address questions and concerns related to the Plan, voting and any objections. Jan. 27, 2017 is the last day for filing written acceptances or rejections of the Plan. Under the Plan, Class 6 Allowed General Unsecured Claims are impaired. About Council of Unit Owners of the 100 Harborview Drive Condominium Council of Unit Owners of the 100 Harborview Drive Condominium, a condominium association, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 16-13049) on March 9, 2016. The petition was signed by Dr. Reuben Mezrich, president. The Debtor is represented by Paul Sweeny, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC. Judge James F. Schneider is assigned to the case. The Debtor estimated assets and liabilities at $10 million to $50 million. HILL-ROM HOLDINGS: S&P Affirms 'BB+' CCR, Outlook Stable -------------------------------------------------------- S&P Global Ratings affirmed its 'BBB-' issue-level ratings on Hill-Rom Holdings Inc.'s senior secured $1 billion term loan A and $500 million revolving credit facility. The recovery rating on this debt remains '2', indicating S&P's expectation for substantial recovery (70%-90%; upper half of the range) on these obligations in the event of a payment default. S&P subsequently withdrew the issue-level and recovery ratings at the company's request. S&P's corporate credit rating on the company remains 'BB+', with a stable outlook. Hill-Rom's business risk is predicated on its well-established position as a provider of medical technologies and related services for the health care industry, including beds, safe mobility and handling solutions, medical equipment rentals, and surgical products and IT solutions. In addition, the company benefits from increasing breadth and brand awareness as a result of recent acquisitions within clinical workflow technologies and operating room devices. The company has strong brand loyalty with beds and uses this to expand its presence further into diagnostics," S&P said. S&P expects the company will continue to operate with adjusted debt leverage of between 3.5x-4.5x for 2016 and beyond. With expected cash flow of more than $150 million in the projection periods, S&P believes that acquisitions will be a part of the company's growth and diversification strategy, particularly with a focus on expanding the higher-margin software component of its business. S&P expects the company to use cash for these, thereby maintaining base-case leverage expectations. S&P's stable rating outlook on Hill-Rom Holdings Inc. reflects S&P's expectation that the company will operate with debt leverage between 3.5x and 4.0x over the next two years. This incorporates S&P's view that Hill-Rom's acquisitions will continue to result in accretive EBITDA growth. RATINGS LIST Hil-Rom Holdings Inc. Corporate Credit Rating BB+/Stable/-- Ratings Affirmed; Recovery Ratings Unchanged Hil-Rom Holdings Inc. Senior secured $1 Billion Term Loan A BBB- Recovery Rating 2H $500 Mil. Revolv. Credit Facility BBB- Recovery Rating 2H Second Rating Action; Ratings Withdrawn To From Hil-Rom Holdings Inc. Senior secured $1 Billion Term Loan A NR BBB- Recovery Rating NR 2H $500 Mil. Revolv. Credit Facility NR BBB- Recovery Rating NR 2H HOUSE OF PRAYER: Hires Porter Law Network as Attorneys ------------------------------------------------------ House of Prayer Church of God in Christ seeks authorization from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Porter Law Network as attorneys. The Debtor requires Porter Law to: a. give the Debtor legal advice with respect to its powers and duties as debtor-in-possession in the continued management of its assets; b. prepare such applications, motions, complaints, orders, reports, pleadings, plans, disclosure statements or other papers on the Debtor's behalf that may be necessary in connection with this case; c. take action as may be necessary with respect to claims that may be asserted against the Debtor; and d. perform any other legal services for the Debtor that may be required in connection with this case. Porter Law will be paid at these hourly rates: Karen J. Porter $400 Associated Attorneys $250 Legal Assistants $175 Porter Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the commencement of the case the Debtor's pastor, Robert Marshall paid the Porter Law Network the filing fee for the chapter 11 case in the amount of $1,717. Karen J. Porter, Esq., Porter Law Network, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Porter Law may be reached at: Karen J. Porter, Esq. Porter Law Network 230 West Monroe, Suite 240 Chicago, IL 60606 Phone: (312)372-4400 Fax: (312)372-4160 House of Prayer Church of God in Christ filed a Chapter 13 bankruptcy petition (Bankr. N.D. Ill. Case No. 16-33143) on Oct. 18, 2016. The case was converted to a Chapter 11 bankruptcy case on Dec. 5, 2016. The Debtor is an Illinois not-for-profit corporate entity that operates a congregational Church of God in Christ. It owns two parcels of real estate in Chicago. HUMMEL STATION: S&P Affirms 'BB-' Rating on $460MM Sr. Sec. Loan ---------------------------------------------------------------- S&P Global Ratings said that it affirmed its 'BB-' debt issue-level rating to Hummel Station LLC's $460 million senior secured term loan B facility due 2022. The outlook is stable. The '1' recovery rating remains unchanged, indicating S&P's expectation for very high (90% to 100%) recovery of principal in a default scenario. "Construction progress continues as anticipated. At the end of October 2016, the total project was 50.4% complete against a plan of 48.6% to the guaranteed completion date. All three gas turbines have been delivered, the steam turbine main components have been delivered, and the 34.5 mile Sunbury pipeline has received the FERC certificate, is substantially complete, and has finished testing," said S&P Global Ratings credit analyst Kimberly Yarborough. The stable outlook reflects S&P's expectation that project will be completed in early 2018, as scheduled, with minimal cost overruns. S&P expects that the project will then earn DSCRs of about 1.5x, on average, during the term loan B period. This hinges on continued stability in capacity payments and a robust PJM Interconnection market, as well as availability of about 94%. This should yield leverage of $590 per kilowatt at maturity, leaving the project with increased refinancing risk. S&P could consider lowering the rating if energy margins or capacity payments are weaker than anticipated, or if operational performance is beneath S&P's expectations, possibly resulting in a minimum DSCR under 1.4x or increased leverage at maturity. S&P could also lower the rating during construction if change orders became substantial, leading to considerable cost overruns, or if construction delays resulted in an inability to meet the terms of the HRCO agreement for a prolonged period. While very unlikely in S&P's view due to the single asset nature of the project, if conditions in improve significantly in the PJM Interconnection market, such that minimum DSCRs during the term loan B period exceed 2.1x, S&P could consider higher ratings. IDDINGS TRUCKING: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Iddings Trucking, Inc. 741 Blue Knob Rd. Marietta, OH 45750 Case No.: 16-58202 Chapter 11 Petition Date: December 30, 2016 Court: United States Bankruptcy Court Southern District of Ohio (Columbus) Judge: Hon. Kathryn C. Preston Debtor's Counsel: John W Kennedy, Esq. STRIP HOPPERS LEITHART MCGRATH & TERLECKY CO., LPA 575 S. Third St. Columbus, OH 43215 Tel: (614) 228-6345 Fax: (614) 228-6369 E-mail: jwk@columbuslawyer.net - and - Myron N Terlecky, Esq. STRIP HOPPERS LEITHART MCGRATH & TERLECKY CO., LPA 575 S Third St Columbus, OH 43215 Tel: (614) 228-6345 E-mail: mnt@columbuslawyer.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by George C. Loeber, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ohnb16-58202.pdf ILLINOIS POWER: Hires Jeff Hunter as Chief Restructuring Officer ---------------------------------------------------------------- Illinois Power Generating Company seeks permission from the U.S. Bankruptcy Court for the Southern District of Texas to employ Jeff Hunter as their Chief Restructuring Officer. The Debtor requires Mr. Hunter to: a. Assist in the review, presentation and analysis of the Debtor's cash flow, operating and financial budgets; b. Assist the Board and the Debtor's management in the development of a business plan, and such other related forecasts to be utilized during negotiations with outside constituencies or for other corporate purposes; c. Provide assistance in the analysis and/or the development of projections for the Debtor to evaluate, communicate and negotiate options; d. Depend upon the option(s) selected by the Board, providing assistance relative to the preparation, implementation and execution of the selected option(s) in conjunction with the Debtor's legal counsel and financial advisors, including Ducera; e. Assist the Debtor's professionals in connection with the case administration and reporting associated with a Chapter 11 filing; f. Provide declarations in support of filings made by the Debtor, and, as appropriate, testifying at hearings and other proceedings; and g. Provide other assistance as may be requested by the Board and as agreed to by Mr. Hunter. The Debtors have agreed to pay Intrepid the proposed compensation and expense reimbursements in the Engagement Letter: a. An hourly fee of $795 invoiced on a monthly basis; subject to adjustment annually at such time as Mr. Hunter adjusts his rates generally, provided that no such rate adjustment shall occur for at least one full calendar year after the date of the Engagement Letter; b. A restructuring fee of either: (i) $450,000 in the case of a pre-packaged Restructuring (as defined in the Engagement Letter); (ii) $600,000 in the case of a pre- negotiated Restructuring; or (iii) $750,000 in the case of a traditional Restructuring. Such Restructuring Fee shall be paid to Mr. Hunter, upon the effective date of such Restructuring or as reasonably practicable thereafter, and as applicable, in accordance with orders of the Bankruptcy Court; c. A financing fee, in connection with a Financing, equal to: (i) 0.15% of the face amount of any senior secured debt raised, including, without limitation, any debtor-in-possession financing raised; (ii) 0.45% of the face amount of any junior secured or unsecured debt raised; and (iii) 0.75% of any equity capital, convertible or hybrid capital raised, including warrants, or similar contingent equity securities; provided, however, if the calculated amount results in a fee less than $75,000, the Financing Fee paid to Mr. Hunter shall be $75,000. The Financing Fee shall be earned and payable upon the closing of the transaction by which the new capital is committed. For the avoidance of doubt, for purposes of calculating any Financing Fee, any capital provided by Dynegy or any of the Debtor's existing noteholders would not be included. Thus, Mr. Hunter shall not be entitled to a Financing Fee in connection with a working capital line provided by Dynegy. One-Half (50%) of the Financing Fee actually paid shall be a credit against the Restructuring Fee due and owing to Mr. Hunter; plus d. A sale fee in connection with a Sale equal to 0.15% of the Transaction Value. The Sale Fee shall be earned and payable upon the closing of a sale transaction. One- Half (50%) of the Sale Fee actually paid shall be a credit against the Restructuring Fee due and owing to Mr. Hunter. In connection with his retention by the Debtor prior to the Petition Date pursuant to the Engagement Letter, Mr. Hunter received an initial retainer payment in the amount of $85,000, which remains in the amount of $85,000 as of the Petition Date. In addition, and pursuant to the Engagement Letter, prior to the Petition Date, the Debtor paid Mr. Hunter $60,000 as reimbursement for certain identified expenses. Mr. Hunter will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeff Hunter, 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. Mr. Hunter may be reached at: Jeff Hunter 3000 Pescadero Cove Austin, TX 78746 Phone: (512)203-5533 About Illinois Power Illinois Power Generating Company is an electric generation subsidiary of Illinois Power Resources, LLC, which is an indirect wholly-owned subsidiary of Dynegy Inc. The Company is headquartered in Houston, Texas and were incorporated in Illinois in March 2000. It owns and operates a merchant generation business in Illinois. The Company has an 80% ownership interest in Electric Energy, Inc., which it consolidates for financial reporting purposes. EEI operates merchant electric generation facilities in Illinois and FERC-regulated transmission facilities in Illinois and Kentucky. The Company also consolidates its wholly-owned subsidiary, Coffeen and Western Railroad Company, for financial reporting purposes. As of June 30, 2016, the Company had $550 million in total assets, $986 million in total liabilities, and a total deficit of $436 million. Illinois Power filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 16-36326) on Dec. 9, 2016, to implement a consensual restructuring of its senior unsecured note debt. The Debtor hired Latham & Watkins LLP and Andrews Kurth Kenyon LLP as bankruptcy co-counsel; Ducera Partners LLC as financial advisor; and Epiq Bankruptcy Solutions, LLC as claims, noticing and solicitation agent. The case is assigned to Judge Marvin Isgur. IMAG VIDEO/AV: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: IMAG Video/AV Inc. 193 Polk Avenue, Suite H Nashville, TN 37210 Case No.: 16-09189 Chapter 11 Petition Date: December 31, 2016 Court: United States Bankruptcy Court Middle District of Tennessee (Nashville) Judge: Hon. Randal S Mashburn Debtor's Counsel: Griffin S Dunham, Esq. DUNHAM HILDEBRAND, PLLC 2510 Franklin Pike, Suite 210 Nashville, TN 37204 Tel: 615-933-5850 Fax: 615-777-3765 E-mail: griffin@dhnashville.com ned@dhnashville.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Steven C. Daniels, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/tnmb16-09189.pdf IMAGEWARE SYSTEMS: Creates Series G Convertible Preferred Stock --------------------------------------------------------------- ImageWare Systems, Inc., filed on Dec. 27, 2016, the Certificate of Designations, Preferences, and Rights of the Series G Convertible Preferred Stock with the Delaware Division of Corporations, designating 6,120 shares of the Company's preferred stock, par value $0.01 per share, as Series G Convertible Preferred Stock. Shares of Series G Preferred rank junior to the Company's Series B Convertible Redeemable Preferred Stock, Series E Convertible Preferred Stock, Series F Convertible Preferred Stock as well as the Company's existing indebtedness, and accrue dividends at a rate of 10% per annum, payable on a quarterly basis in shares of the Company's common stock, par value $0.01 per share. Each share of Series G Preferred has a liquidation preference of $1,000 per share, and is convertible, at the option of the holder, into that number of shares of the Company's Common Stock equal to the Liquidation Preference, divided by $1.50. Amendment of Series E Preferred Certificate of Designations On Dec. 29, 2016, the Company filed Amendment No. 1 to the Certificate of Designations, Preferences and Rights of the Series E Convertible Preferred Stock with the Delaware Division of Corporations. The Series E Amendment made the following changes to the Certificate of Designations, Preferences and Rights of the Series E Convertible Preferred Stock: (i) the Company may only make dividend payments in cash received from positive cash flow from operations; (ii) beginning on July 1, 2017, in the event the Company pays accrued dividend payments in shares of Common Stock for more than four consecutive quarterly periods, holders of shares of Series E Preferred will have the right to immediately appoint two designees to the Company's Board of Directors; (iii) dividend payments incurred on Dec. 31, 2016 and March 31, 2017 may be paid in shares of Common Stock, without triggering the Director Appointment Provision; and (iv) the term Permitted Indebtedness (as defined in the Series E Certificate of Designations) was revised to cover permitted borrowings of up to $6 million. Amendment of Line of Credit On Dec. 27, 2016, the Company and Neal Goldman, a member of the Company's Board of Directors, agreed to enter into the fifth amendment to the convertible promissory note previously issued by the Company to the Holder on March 27, 2013, to provide the Company with the ability to borrow up to $5.5 million under the terms of the Goldman Line of Credit, bringing the total amount the Company may borrow under its existing lines of credit to $6 million. Series G Financing On Dec. 29, 2016, the Company accepted subscription forms from certain accredited investors to purchase a total of 1,625 shares of Series G Preferred for $1,000 per share. In addition, the Company also received executed Exchange Agreements from the Investors pursuant to which the Company exchanged an aggregate total of approximately 3.3 million shares of Common Stock held by the Investors for an aggregate total of approximately 4,400 shares of Series G Preferred. The shares of Series G Preferred were offered and sold in transactions exempt from registration under the Securities Act in reliance on Sections 3(a)(9) and/or 4(2) thereof and Rule 506 of Regulation D thereunder. The Investors each represented that it was an "accredited investor" as defined in Regulation D, and is not subject to the "Bad Actor" disqualifications described in Rule 506(d). The issuance of the shares of Series G Preferred pursuant to the Subscription Forms resulted in gross proceeds to the Company of $1.625 million. The Company expects to use these proceeds for general working capital purposes. About ImageWare Systems Headquartered in San Diego, California, ImageWare Systems, Inc., is a leader in the emerging market for software-based identity management solutions, providing biometric, secure credential, law enforcement and enterprise authorization. Its "flagship" product is the IWS Biometric Engine. Scalable for small city business or worldwide deployment, the Company's biometric engine is a multi- biometric platform that is hardware and algorithm independent, enabling the enrollment and management of unlimited population sizes. The Company's identification products are used to manage and issue secure credentials, including national IDs, passports, driver licenses, smart cards and access control credentials. Its law enforcement products provide law enforcement with integrated mug shot, fingerprint LiveScan and investigative capabilities. The Company also provides comprehensive authentication security software. Imageware Systems reported a net loss available to common shareholders of $9.59 million on $4.76 million of revenues for the year ended Dec. 31, 2015, compared to a net loss available to common shareholders of $7.99 million on $4.15 million of revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Imageware had $5.87 million in total assets, $6.05 million in total liabilities and a total shareholders' deficit of $186,000. IMAGEWARE SYSTEMS: Extends Executives' Contracts Until December --------------------------------------------------------------- ImageWare Systems entered into amendments to the employment agreements for Messrs. James S. Miller, Jr., Wayne Wetherell and David Harding, the Company's Chairman of the Board of Directors and chief executive officer, chief financial officer, and chief technical officer, respectively. Effective Oct. 20, 2016, the term of each executive officer's employment agreement was extended until Dec. 31, 2017. About ImageWare Systems Headquartered in San Diego, California, ImageWare Systems, Inc., is a leader in the emerging market for software-based identity management solutions, providing biometric, secure credential, law enforcement and enterprise authorization. Its "flagship" product is the IWS Biometric Engine. Scalable for small city business or worldwide deployment, the Company's biometric engine is a multi- biometric platform that is hardware and algorithm independent, enabling the enrollment and management of unlimited population sizes. The Company's identification products are used to manage and issue secure credentials, including national IDs, passports, driver licenses, smart cards and access control credentials. Its law enforcement products provide law enforcement with integrated mug shot, fingerprint LiveScan and investigative capabilities. The Company also provides comprehensive authentication security software. Imageware Systems reported a net loss available to common shareholders of $9.59 million on $4.76 million of revenues for the year ended Dec. 31, 2015, compared to a net loss available to common shareholders of $7.99 million on $4.15 million of revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Imageware had $5.87 million in total assets, $6.05 million in total liabilities and a total shareholders' deficit of $186,000. INTERNATIONAL SHIPHOLDING: Oslo Buying Vessel for $3.3 Million -------------------------------------------------------------- International Shipholding Corp. ("ISH") and its affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to authorize the sale of one of their vessels, the Oslo Wave (IMO: 9190092), to Oslo Bulk Holding Pte. Ltd. for $3,300,000. As the Court is aware, the Debtors are pursuing a two-pronged approach in order to maximize the value of the Debtors' estates: (i) execute the sale process for the majority of the assets contained in one of their four business segments, the "Specialty Business Segment," and (ii) obtain information of the Plan with a plan sponsor to reorganize the Debtors' remaining three business segments. In connection with the Specialty Business Sale, on Nov. 18, 2016, the Court entered an order approving the bidding procedures for the sale of the Specialty Business Segment. The Debtors conducted a competitive auction process for the Specialty Business Segment on Dec. 15, 2016, in which the Debtors selected J Line Corp. as the Successful Bidder. The Court approved the Specialty Business Sale to J Line on the record at the hearing on Dec. 20, 2016. With respect to the remainder of the Debtors' business segments, the Debtors filed the Plan and Disclosure Statement on Nov. 14, 2016 (which Plan was amended on Dec. 28, 2016). The hearing on the Disclosure Statement is currently set for Jan. 5, 2017. Subject to entry of an Order approving the Disclosure Statement and the Court's availability, the Debtors seek to have the proposed confirmation hearing on the Plan on Feb. 16, 2017. Under their proposed Plan, with respect to those vessels that will not be retained by the reorganized Debtors, the Debtors anticipate either (i) returning the vessels to the applicable lenders, or (ii) selling the vessels and delivering the proceeds to the applicable lenders. To facilitate this process, the Debtors and their professionals have continued to market the Debtors' assets to seek the highest and best offer for such assets and have discussed with the applicable lenders if the lender would prefer to have the applicable vessel liquidated by the Debtors or returned. The Oslo Wave is among the Debtors' vessels which have been marketed for sale as contemplated by the Plan. The vessel is an ice-strengthened, multi-purpose cargo vessel with a gross tonnage of 12,993 that is registered in the Marshall Islands and owned by owned by LCI hipholdings, Inc. The vessel's features include two 57 ton MacGregor Hagglund cranes, combinable to 110 tons; the ability to transverse the St. Lawrence Seaway; strengthening for heavy cargo; ability to carry containers and dangerous goods; and the addition of a sprinkler system enabling the transport of Class 4 cargo. The Oslo Wave is subject to a bareboat charter dated Dec. 19, 2014, as amended, supplemented or modified from time to time, between the Buyer as bareboat charterer and LCI as owner. As amended, the Bareboat Charter continues through Dec. 31, 2019, with options to extend through 2023. The Buyer is obligated to pay $3,000 per day through 2016; $2,500 per day through 2017; $2,225 per day through 2018, and $2,000 per day through 2019 and optional years. The Oslo Wave is collateral under that certain Loan Agreement, dated as of Dec. 28, 2011, as amended, supplemented or modified from time to time, by and among LCI, as borrower, ISH as guarantor, and Capital One, National Association, as lender. The vessel secures Capital One's claim of $5,919,075 against LCI in these chapter 11 cases. Further, under the Final DIP Order [ECF No. 180], DIP Lenders DVB Bank SE and the DIP Agent, hold a first priority, senior lien of up to $1,250,000 against the Oslo Wave and a junior security interests in the Debtors' encumbered property, including the Oslo Wave. The Debtors' most recent appraisal of the Oslo Wave, done on Aug. 31, 2016, in connection with these chapter 11 cases, estimated a market value from $4,400,000 and $4,600,000. Since 2014, ISH has encountered certain challenges related to complying with debt covenants and overall liquidity restraints. In an attempt to strengthen ISH's financial position, on Oct. 21, 2015, the Board of Directors of ISH approved a "Strategic Plan" to restructure ISH by focusing on its 3 core segments - the Jones Act, PCTC, and Rail-Ferry segments - with the objective to reduce debt to more manageable levels and to increase liquidity. Since that date, ISH has modified the Strategic Plan in response to new developments, including efforts to sell assets and ongoing discussions with its lenders, lessors, directors, and others. In tandem with these efforts, the Debtors also marketed the Oslo Wave for sale prior to the Petition Date. Beginning in September 2016, the Debtors entered into confidential negotiations with the Buyer in connection with the potential sale of the Oslo Wave. As a result of these negotiations, on Sept. 30, 2016, the Buyer made an offer to purchase the Oslo Wave for $3,300,000, subject to certain credits for a post-October 2016 closing and the contemporaneous termination of the Bareboat Charter. After ongoing, arm's-length negotiations, which included elimination of the aforementioned credits, and research into the market for the Oslo Wave, the Debtors determined that the offer reflected in Memorandum of Agreement to be appropriate under the circumstances. The Debtors have determined that the Buyer's offer is higher than any offer that the Debtors could reasonable expect to obtain after additional marketing or establishing auction procedures. Because of upcoming regulatory changes regarding vessel emissions and ballast water treatment taking effect in 2020, the Debtors believe that a timely sale is necessary to maximize the value of the Oslo Wave. The Oslo Wave will need costly improvements to comply with these regulatory changes. With each passing month, the useful life of the Oslo Wave without such improvements declines. The Debtors therefore anticipate that the value of the Oslo Wave to potential purchasers will not increase. The Buyer has expressly provided that its offer is contingent on the Debtors promptly closing on the APA, with an effective date of Jan. 1, 2017 (to that end, the APA contains an outside Court approval date of Jan. 31, 2017). But for the proposed rejection of the Bareboat Charter, the Buyer would be obligated to pay approximately $2,500 per day as of Jan. 1, 2017, in fees under the Bareboat Charter, increasing the total cost of the vessel to the Buyer as time goes on. If the Debtors wait until after confirmation of their Plan to attempt to sell the Oslo Wave, the value of the vessel to potential purchasers, including the Buyer, may decline. The Debtors therefore believe it is in the best interests of their estates and creditors to enter into an asset purchase agreement with the Buyer as soon as practicable. The material terms of the APA are: a. Asset: Oslo Wave b. Purchaser: Oslo Bulk Holding Pte Ltd. c. Seller: LCI Shipholdings, Inc. d. Purchase Price: $3,300,000 e. Extraordinary Provisions of APA/Sale Order: (i) The Debtors do not intend on holding an auction; (ii) the Debtors seek shortened notice on the Motion; and (iii) Order seeks relief from Bankruptcy Rule 6004(h). f. Releases: Sale "as is, where is" A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/International_Shipholding_488_Sales.pdf The Debtors have discussed the sale of the Oslo Wave pursuant to the APA with the Capital One, DIP Agent, and the Committee. Capital One does not object to the proposed sale so long as it receives not less than $3,300,000, the DIP Agent has consented to the proposed sale and the Committee is considering its position. The Debtors ask the Court to enter an Order (i) authorizing them to consummate the sale of the Oslo Wave pursuant to the APA free of clear of all liens, claims, and encumbrances; (ii) establishing Jan. 1, 2017, as the effective date of the APA nunc pro tunc; (iii) staying distribution of the proceeds of the sale transaction pending further order of the Court; and (iv) rejecting the Bareboat Charter nunc pro tunc to Jan. 1, 2017. The Debtors anticipate requesting authority to release the proceeds of the sale to Capital One through the Debtors' proposed Plan. Any party claiming a superior interest in the Oslo Wave will have the opportunity to object to confirmation and assert a corresponding security interest in the sale proceeds received by the Debtors therefrom. The Debtors also ask that the Court waive the stay imposed by Bankruptcy Rules 6004(h) and 6006(d). About International Shipholding International Shipholding Corp. filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-12220) on July 31, 2016. Its affiliated Debtors also filed separate Chapter 11 petitions. The petitions were signed by Manuel G. Estrada, vice president and chief financial officer. The Debtors are represented by David H. Botter, Esq., Sarah Link Schultz, Esq., and Travis A. McRoberts, Esq., at Akin Gump Strauss Hauer & Feld LLP. The Debtors' Restructuring Advisor is Blackhill Partners, LLC. Their Claims, Noticing & Balloting Agent is Prime Clerk LLC. The Debtors disclosed total assets at $305.1 million and total debts at $226.8 million as of March 31, 2016. William K. Harrington, the U.S. Trustee for the Southern District of New York, on Sept. 1, 2016, appointed three creditors to serve on the official committee of unsecured creditors of International Shipholding Corporation. The Committee hires Pachulski Stang Ziehl & Jones LLP as counsel, and AMA Capital Partners, LLC as financial advisor. INVENERGY THERMAL: S&P Lowers Rating on $340MM Term Loan B to 'B' ----------------------------------------------------------------- S&P Global Ratings lowered its $340 million term loan B and $70 million working capital facility rating to 'B' from 'B+' on Invenergy Thermal Operating I LLC. The outlook is stable. At the same time, S&P revised its recovery rating on this debt to '2', indicating S&P's expectation for substantial (70%-90%; upper end of the range) recovery in S&P's default scenario, from '1'. "The rating action reflects our view of lower-than-expected performance at the portfolio's two merchant plants, Nelson and Ector, that we expect will persist in the near to medium term," said S&P Global Ratings credit analyst Boyan Kovacic. The stable outlook also reflects that expectation. Certain terms used in this report, particularly certain adjectives used to express S&P's view on rating relevant factors, have specific meanings ascribed to them in our criteria, and should therefore be read in conjunction with such criteria. INZI INC: Hires Eric A. Liepins as Bankruptcy Counsel ----------------------------------------------------- Inzi, Inc., seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ the law firm of Eric A. Liepins, PC as counsel for the Debtor. The Debtor believes a variety of legal matters exist as to the assets and liabilities of the estate which require legal assistance. The Firm will be paid at these hourly rates: Eric A. Liepins $275 Paralegals and Legal Assistants $30-$50 The Firm has received a retainer of $5,000 plus the filing fee. The Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Eric A. Liepins, Esq., sole shareholder with the law firm of Eric A. Liepins, PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The Firm may be reached at: Eric A. Liepins, Esq. Eric A. Liepins, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Phone: (972)991-5591 Fax: (972)991-5788 Inzi, Inc. filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 16-34754) on December 9, 2016, listing under $1 million in both assets and liabilities. It is represented by Eric A. Liepins, Esq., at Eric A. Liepins, P.C. JRJ LIMITED: Court Approves Disclosure Statement ------------------------------------------------ The Hon. Neil W. Bason of the U.S. Bankruptcy Court for the Central District of California has approved R&J Limited Partnership and JRJ Limited Partnership's joint disclosure statement dated Dec. 13, 2016, referring to the Debtors' plan of reorganization dated Dec. 13, 2016. About JRJ Limited Headquartered in Long Beach, California, R&J Limited Partnership (Bankr. C.D. Calif. Case No. 15-11029) and its affiliate JRJ Limited Partnership (Bankr. C.D. Calif. Case No. 15-11040) filed for Chapter 11 bankruptcy protection on Jan. 23, 2015. Judge Neil W. Bason presided over R&J Limited's case. Judge Sandra R. Klein presided over JRJ Limited's case. The Debtors' cases are now jointly administered under JRJ Limited. Vanessa M Haberbush, Esq., at Haberbush & Associates, LLP, serves as the Debtors' bankruptcy counsel. The Debtors estimated their assets and liabilities at between $1 million and $10 million each. The petition was signed by James W. Foasberg, president of R&J Investment Management Inc., general partner of Debtor. JUAN GARCIA: Rick Guerra's Employment as Counsel Partly Denied -------------------------------------------------------------- Judge Eduardo V. Rodriguez of the United States Bankruptcy Court for the Southern District of Texas, Brownsville Division, granted in part and denied, in part, Debtor Juan Garcia's application to employ the Law Offices of Rick Guerra. Dr. Juan M. Garcia sought to employ special litigation counsel, Ricardo Guerra, to prosecute and defend a related adversary proceedings pending. The application was vehemently opposed by Dr. Rolando Posada, Garcia's former business partner, due to Guerra's alleged lack of diligence as an attorney, failure to comply with deadlines and court orders, and tendency to waste time and resources in litigation. Due to Garcia's constitutional right to counsel of choice and Guerra's compliance with the requirements of 11 U.S.C. section 327(e) and Fed. R. Bankr. P. 2014, Judge Rodriguez approved the retention of Guerra and the Law Offices of Rick Guerra as special counsel. However, as Guerra is prohibited from serving as bankruptcy counsel and Guerra waived compensation, Judge Rodriguez accordingly denied employment of Guerra for the services provided in the bankruptcy prior to the retention of Ronald J. Smeberg as bankruptcy counsel. Further, Judge Rodriguez reminded the parties that all counsel must conduct themselves with necessary diligence according to the Code, the Federal Rules of Bankruptcy Procedure, and ethics rules. Thus, Posada's objections to Guerra's employment as special counsel were overruled, and Garcia's application to employ Guerra was denied in part to the extent of Guerra's employment as bankruptcy counsel, but granted in part as to Guerra's employment as special counsel in the case. A full-text copy of Judge Rodriguez's December 22, 2016 memorandum opinion is available at http://bankrupt.com/misc/txsb16-10231-121.pdf About Juan Garcia Juan Garcia filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex. Case No. 16-10231) on July 25, 2016. The Debtor is represented by Ricardo Guerra, Esq. KINGDOM REAL ESTATE: Case Summary & 10 Unsecured Creditors ---------------------------------------------------------- Debtor: Kingdom Real Estate Holdings & Wealth Management, LLC PO Box 140082 Irving, TX 75014 Case No.: 16-44990 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 30, 2016 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: Hon. Russell F. Nelms Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 12720 Hillcrest Road, Suite 625 Dallas, TX 75230 Tel: (972) 503-4033 Fax: (972) 503-4034 E-mail: joyce@joycelindauer.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by John Aflatouni, managing member. A copy of the Debtor's list of 10 unsecured creditors is available for free at http://bankrupt.com/misc/txnb16-44990.pdf LEGACY TRADITIONAL: S&P Withdraws 'BB-' Rating on Series 2013 Debt ------------------------------------------------------------------ S&P Global Ratings withdrew its 'BB-' long-term rating on the Phoenix Industrial Development Authority's series 2014A and 2015 education facility revenue bonds and on the Industrial Development Authority of the Town of Florence Inc.'s series 2013 (Queen Creek and Casa Grande Campus Project) debt. All debt was issued on behalf of Legacy Traditional Schools. Both ratings were withdrawn at the issuer's request. LIME ENERGY: Deregisters Shares Unsold Under Stock Plans -------------------------------------------------------- Lime Energy Co. filed post-effective amendments to its registration statements on Form S-8 to deregister any and all shares that remain unissued under each of the following equity compensation plans of the Company: Lime Energy Co. 2015 Employee Stock Purchase Plan; Lime Energy Co. 2014 Employee Stock Purchase Plan; Lime Energy Co. 2013 Employee Stock Purchase Plan; Lime Energy Co. 2011 Employee Stock Purchase Plan; Lime Energy Co. 2008 Employee Stock Purchase Plan; Lime Energy Co. 2010 Non-Employee Directors Stock Plan; Lime Energy Co. 2008 Long-Term Incentive Plan; Directors' Stock Option Plan; and Lime Energy Co. Miscellaneous Employee Stock Option Agreements. These shares were previously registered by the Company pursuant to the following registration statements: (1) Registration Statement on Form S-8 (File No. 333-207698), filed with the Securities and Exchange Commission on October 30, 2015, registering the offer and sale of 1,000,000 shares of the Company's common stock, par value $0.0001 per share, issuable pursuant to the 2008 Plan; (2) Registration Statement on Form S-8 (File No. 333-206524), filed with the Securities and Exchange Commission on Aug. 21, 2015, registering the offer and sale of 178,575 Common Shares issuable pursuant to the 2008 Plan; (3) Registration Statement Form S-8 (File No. 333-205427), filed with the Securities and Exchange Commission on July 1, 2015, registering the offer and sale of 100,000 Common Shares issuable pursuant to the Lime Energy Co. 2015 Employee Stock Purchase Plan; (4) Registration Statement on Form S-8 (File No. 333-205345), filed with the Securities and Exchange Commission on June 29, 2015, registering the offer and sale of 250,000 Common Shares issuable pursuant to the 2010 Plan; (5) Registration Statement on Form S-8 (File No. 333-197190), filed with the Securities and Exchange Commission on July 1, 2014, registering the offer and sale of 214,285 Common Shares issuable pursuant to the 2010 Plan; (6) Registration Statement on Form S-8 (File No. 333-197189), filed with the Securities and Exchange Commission on July 1, 2014, registering the offer and sale of 100,000 Common Shares issuable pursuant to the Lime Energy Co. 2014 Employee Stock Purchase Plan; (7) Registration Statement on Form S-8 (File No. 333-192913), filed with the Securities and Exchange Commission on December 18, 2013, registering the offer and sale of 42,858 Common Shares issuable pursuant to the Lime Energy Co. 2013 Employee Stock Purchase Plan; (8) Registration Statement on Form S-8 (File No. 333-175437), filed with the Securities and Exchange Commission on July 11, 2011, registering the offer and sale of 42,858 Common Shares (as adjusted to reflect the one-for-seven reverse stock split effected by the Company on October 10, 2013) issuable pursuant to the Lime Energy Co. 2011 Employee Stock Purchase Plan; (9) Registration Statement on Form S-8 (File No. 333-169180), filed with the Securities and Exchange Commission on September 3, 2010, registering the offer and sale of 281,429 Common Shares (as adjusted to reflect the one-for-seven reverse stock split effected by the Company on October 10, 2013) issuable pursuant to the 2008 Plan; (10) Registration Statement on Form S-8 (File No. 333-169179), filed with the Securities and Exchange Commission on September 3, 2010, registering the offer and sale of 35,715 Common Shares (as adjusted to reflect the one-for-seven reverse stock split effected by the Company on October 10, 2013) issuable pursuant to the 2010 Plan; (11) Registration Statement on Form S-8 (File No. 333-157316), filed with the Securities and Exchange Commission on February 13, 2009, registering the offer and sale of 42,858 Common Shares (as adjusted to reflect the one-for-seven reverse stock split effected by the Company on October 10, 2013) issuable pursuant to the Lime Energy Co. 2008 Employee Stock Purchase Plan; (12) Registration Statement on Form S-8 (File No. 333-156998), filed with the Securities and Exchange Commission on January 28, 2009, registering the offer and sale of 85,715 Common Shares (as adjusted to reflect the one-for-seven reverse stock split effected by the Company on October 10, 2013) issuable pursuant to the 2008 Plan; (13) Registration Statement on Form S-8 (File No. 333-151470), filed with the Securities and Exchange Commission on June 6, 2008, registering the offer and sale of 40,000 Common Shares (as adjusted to reflect the one-for-seven reverse stock split effected by the Company on October 10, 2013) issuable pursuant to the 2008 Plan; (14) Registration Statement on Form S-8 (File No. 333-144475), filed with the Securities and Exchange Commission on July 11, 2007, registering the offer and sale of 16,837 Common Shares (as adjusted to reflect the one-for-seven reverse stock split effected by the Company on October 10, 2013 and the one-for-seven reverse stock split effected by the Company on January 28, 2008) issuable pursuant to the Lime Energy Co. Directors' Stock Option Plan; (15) Registration Statement on Form S-8 (File No. 333-144072), filed with the Securities and Exchange Commission on June 27, 2007, registering the offer and sale of 189,813 Common Shares (as adjusted to reflect the one-for-seven reverse stock split effected by the Company on October 10, 2013 and the one-for-seven reverse stock split effected by the Company on January 28, 2008) issuable pursuant to the Lime Energy Co. Miscellaneous Employee Stock Option Agreements; and (16) Registration Statement on Form S-8 (File No. 333-121959), filed with the Securities and Exchange Commission on January 11, 2005, registering the offer and sale of 2,041 Common Shares (as adjusted to reflect the one-for-seven reverse stock split effected by the Company on October 10, 2013, the one-for-seven reverse stock split effected by the Company on January 28, 2008 and the one-for-fifteen reverse stock split effected by the Company on January 23, 2007) issuable pursuant to the Electric City Corp. Directors’ Stock Option Plan. Following delisting of the Common Shares from The Nasdaq Capital Market and in light of the proposed deregistration of the Common Shares, which remains subject to the consummation of a proposed reverse/forward stock split, which in turn is subject to stockholder approval, the Company's Compensation Committee has determined that the Company should cease issuing securities under the Stock Plans. About Lime Energy Headquartered in Huntersville, North Carolina, Lime Energy Co. -- http://www.lime-energy.com/-- is engaged in planning and delivering clean energy solutions that assist its clients in their energy efficiency and renewable energy goals. The Company's solutions include energy efficient lighting upgrades, energy efficient mechanical and electrical retrofit and upgrade services, water conservation, building weatherization, on-site generation and renewable energy project development and implementation. The Company provides energy solutions across a range of facilities, from high-rise office buildings, distribution facilities, manufacturing plants, retail sites, multi-tenant residential buildings, mixed use complexes, hospitals, colleges and universities, government sites to small, single tenant facilities. Lime Energy reported a net loss available to common stockholders of $4.44 million on $113 million of revenue for the year ended Dec. 31, 2015, compared to a net loss available to common stockholders of $5.60 million on $58.8 million of revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Lime Energy had $49.72 million in total assets, $42.87 million in total liabilities, $11.78 million in contingently redeemable series C preferred stock, and a total stockholders' deficit of $4.93 million. LIMITLESS MOBILE: To Employ Wilkinson Barker as Special Counsel --------------------------------------------------------------- Limitless Mobile, LLC asks the U.S. Bankruptcy Court for the District of Delaware for authority to employ the law firm of Wilkinson Barker Knauer, LLP as special counsel for all matters relating to the Debtor's obligations and licensing under federal and state law as a telecommunications carrier. WBK will render professional services with respect to all FCC Matters, which includes: a. counseling the Debtor with respect to its regulatory obligations as a wireless telecommunications carrier; b. preparing on behalf of the Debtor or assisting the Debtor in preparing the necessary FCC applications to transfer the Debtor;s pre-petition licenses to the Debtor as debtor in possession and to whichever entity survives bankruptcy or to a third-party if the licenses are sold; and c. renewing the Debtor's FCC licenses (expiration date falls in April, 2017). The Debtor seeks to retain WBK as special counsel for FCC Matters, citing WBK's specialized and extensive experience and knowledge in providing FCC regulatory and transactional counsel to the telecommunications industry, which WBK has done for decades. Robert D. Primosch is the lead partner that will be handling the FCC Matters for the Debtor. Other attorneys from WBK that will be working on the Debtor's FCC Matters include Brian W. Higgins, a partner at WBK that has been practicing telecommunications law since 1996, as well as Jennifer L. Kostyu, another partner at WBK. Robert D. Primosch current billing rate is $500 per hour. The rates for other professionals currently generally range from $230 to $750 per hour, while the rates for the paraprofessionals range from $85 to $230 per hour. Primosch indicated that he will give Limitless Mobile a 10% discount off of their rate card. As discussed, Limitless Mobile will provide WBK with $5,000 upfront retainer fee. Mr. Primosch attests that his firm does not have a prior client relationship or interest adverse to the Debtor, the Debtor's creditors, any other party-in-interest, or the Office of the United States Trustee. WBK represents no interest adverse to the Debtor or its estate in the matters upon which it is to be engaged as special counsel for the Debtor. The firm can be reached through: Robert D. Primosch, Esq. Wilkinson Barker Knauer, LLP 2300 N STREET, NW SUITE 700 WASHINGTON, DC 20037 - 1128 TEL: 202.783.4141 FAX: 202.783.5851 www.wbklaw.com About Limitless Mobile Limitless Mobile, LLC filed a Chapter 11 bankruptcy petition (Bankr. D.DE. Case No. 16-12685) on December 2, 2016. Dilworth Paxson, LLP represents the Debtor as counsel. In its petition, the Debtor estimated $10 million to $50,000 million in assets and $50 million to $100 million in liabilities. The petition was signed by Amir Rajwany, chief operating officer. MAHI LLC: Unsecured Creditors' Recovery Unknown Under Ch. 11 Plan ----------------------------------------------------------------- Mahi, LLC, and OM Hospitality, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Louisiana an amended disclosure statement in support of the Debtors' amended joint Chapter 11 plan of liquidation dated Dec. 21, 2016. Class 2 General Unsecured Claims are impaired under the Plan. To the extent any gross assets remain after the payment of allowed administrative expense claims and Class 4 Claims, holders of allowed Class 2 Claims will receive a pro rata distributions from any remaining Gross Assets not later than the 30th day following the Effective Date. Recovery for general unsecured creditors are unknown. Funds needed to make cash payments on the Effective Date under the Plan will come from the Gross Assets. The Debtors will pay all allowed administrative expense claims prior to the Effective Date from their occupancy fees revenues. Distributions to holders of allowed administrative expense claims will come from the Gross Assets and property of Bhagirath Joshi, as the case may be. As a means of facilitating the payment of all allowed administrative expense claims, Bhagirath Joshi may deposit the funds as may be necessary into the trust account of Lugenbuhl not later than the 30th day after the Confirmation Date, the funds as may be necessary for the satisfaction of allowed professional expense claims of SRB, and U.S. Trustee fees. The Disclosure Statement is available at: http://bankrupt.com/misc/lamb16-10601-180.pdf As reported by the Troubled Company Reporter on Nov. 24, 2016, the Debtors filed with the Court a joint Chapter 11 plan of liquidation and accompanying disclosure statement dated Oct. 25, 2016. The purpose of that plan was to create a mechanism for the liquidation of the Debtors' businesses, the resolution of claims, and the distribution of the proceeds of the sale of the hotel properties and Gross Assets to holders of allowed claims in accordance with the priority scheme created by the Bankruptcy Code. The Debtors believe that liquidation of their businesses pursuant to that plan would provide greater distributions to holders of allowed claims than would a liquidation of the Debtors after the conversion of the case and the appointment of a Chapter 7 trustee. The Plan Proponents, therefore, believe that Creditors and Holders of Equity Interests would realize a more favorable recovery of value than would occur under an alternative wind-down and liquidation. About Mahi, LLC Mahi, LLC, owns and operates a two-story, 45-room hotel under the name Carom Inn in Denham Springs, Louisiana. Mahi was organized by Bhagirath Joshi in 2009. Mahi has two members -- Bhagirath Joshi and his daughter, Yagini Joshi. Each hold a 50% membership interest in Mahi. OM Hospitality, LLC, owns and operates a two-story, 42-room hotel under the name Highland Inn. OM Hospitality was organized by Bhagirath Joshi in 2003. OM Hospitality has two members -- Bhagirath Joshi and his wife, Alaknanda Joshi. Each hold a 50% membership interest in OM Hospitality. Mahi and OM Hospitality sought protection under Chapter 11 (Bankr. M.D. La. Case Nos. 16-10601 and 16-10602) on May 24, 2016. The petitions were signed by Bhagirath Joshi, manager. The cases are jointly administered. The cases are assigned to Judge Douglas D. Dodd. The Debtors are represented by Ryan James Richmond, Esq., at Stewart Robbins & Brown LLC. The Debtors estimated both assets and liabilities in the range of $1 million to $10 million. MEMORIAL PRODUCTION: Has Restructuring Deal, To File for Ch. 11 --------------------------------------------------------------- Memorial Production Partners LP (NASDAQ: MEMP) entered into a Plan Support Agreement with holders of 50.2% of the Partnership's 7.625% senior notes due 2021 and the Partnership's 6.875% senior notes due 2022, and has reached an agreement-in-principle with the agent under its revolving credit facility (subject to documentation and approval by the lenders under the revolving credit facility) on the terms of a financial restructuring plan that is expected to eliminate more than $1.3 billion of debt from the Partnership's balance sheet. The Partnership is working closely with the lenders under its revolving credit facility to reach a definitive agreement. Under the terms of the PSA, the financial restructuring will, among other things: * Cancel more than $1.1 billion of principal in outstanding Notes. In the restructuring, the noteholders will receive 98% of the common equity interests of the restructured company as of the effective date of the restructuring plan (the "Effective Date"). The noteholders, at their election, will be entitled to receive an additional cash payment of up to approximately $24.6 million. * Provide the Partnership's limited partners with a recovery in the form of (i) 2% of reorganized MEMP's equity on the Effective Date and (ii) 5-year warrants to acquire an additional 8% of the total outstanding equity in reorganized MEMP at an exercise price based upon the outstanding principal amount plus interest accrued on the Notes. * Be structured in a manner intended to minimize, to the extent possible, the negative tax impact of cancellation of debt income to the Partnership's existing limited partners. The Partnership expects to emerge from a financial restructuring plan as a corporation for U.S. federal income tax purposes. * Ensure that ordinary course trade obligations will be paid in full. In anticipation of the financial restructuring and to reduce exposure under the revolving credit facility, the Partnership has monetized certain of its hedge positions and used the net cash proceeds to repay outstanding borrowings under its revolving credit facility by approximately $190 million. This has resulted in an equivalent reduction in the borrowing base under the revolving credit facility. William J. Scarff, President and Chief Executive Officer of the general partner of MEMP, said, "Today's announcement highlights the next step in our efforts to reduce debt and position the Partnership for the long-term. After thoroughly considering all options with the assistance of our legal and financial advisors, and in light of the challenging commodity pricing environment and the recent reduction of our borrowing base, we believe that this course of action is in the best interests of MEMP. With the support of our lenders and noteholders, we expect to complete the financial restructuring on an expedited basis and emerge as a stronger company." Mr. Scarff continued, "Moving forward, we are focused on maintaining production across our high-quality asset base and executing on our strategic priorities. Our employees are the backbone of our success and it is because of their hard work and commitment to working safely that we continue to achieve solid operational results. We thank them for their continued dedication." To implement the terms of the PSA and agreement-in-principle and complete the proposed deleveraging transaction, MEMP expects to voluntarily file for reorganization under Chapter 11 of the United States Bankruptcy Code in the coming weeks. MEMP's operations and production are expected to continue as normal throughout the court-supervised financial restructuring process. The Partnership intends to continue meeting its employee, customer and vendor obligations in the normal course and will continue to adhere to all applicable regulatory and environmental standards. MEMP expects to file a Current Report on Form 8-K with the Securities and Exchange Commission that will include the full terms of the PSA. Perella Weinberg Partners L.P. is serving as financial advisor to MEMP and Weil, Gotshal & Manges LLP is serving as its legal counsel. Miller Buckfire & Co., LLC is serving as financial advisor and Davis Polk & Wardwell LLP is serving as legal counsel to the ad hoc group of holders of Notes that entered into the PSA. MOLYCORP INC: Egan-Jones Withdraws 'D' Sr. Unsecured Debt Ratings ----------------------------------------------------------------- Egan-Jones Ratings, on Dec. 21, 2016, withdrew the D senior unsecured ratings on debt issued by Molycorp Inc. About Molycorp Inc. and Molycorp Minerals Molycorp Inc. -- http://www.molycorp.com/-- is a global rare earths and rare metals producer. Molycorp owns several prominent are earth processing facilities around the world. It has a workforce of 2,530 employees at locations on three continents. Molycorp's Mountain Pass Rare Earth Facility in San Bernadino County, California, is home to one of the world's largest and richest deposits of rare earths. Molycorp has corporate offices in the United States, Canada and China. CEO Geoffrey R. Bedford, and other senior management members are located in Molycorp's corporate offices in Toronto, Canada. Other senior management members are located at its U.S. corporate headquarters in Greenwood Village, Colorado. Molycorp and its North American subsidiaries, together with certain of its non-operating subsidiaries outside of North America, filed Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching agreement with a group of lenders on a financial restructuring. The Chapter 11 cases of Molycorp and 20 affiliated debts are pending before Judge Christopher S. Sontchi. The agreement provides for a financial restructuring of the Company's $1.7 billion in debt and provides up to $225 million in gross proceeds in new financing to support operations while the Company completes negotiations with creditors. The Company's operations outside of North America, with the exception of non-operating companies in Luxembourg and Barbados, are excluded from the filings. Molycorp Rare Metals (Oklahoma), LLC, with operations in Quapaw, Oklahoma, also is excluded from the filings as it is not 100% owned by the Company. Molycorp retained investment banking firm Miller Buckfire & Co. and financial advisory firm AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP served as legal counsel to the Company in this process. Prime Clerk serves as claims and noticing agent. Secured creditor Oaktree Capital Management L.P., consented to the use of cash collateral and to extend postpetition financing. On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of Molycorp Inc. appointed eight creditors of the company to serve on the official committee of unsecured creditors. The Creditors Committee tapped Ashby & Geddes, P.A. and Paul Hastings LLP as attorneys. On Nov. 9, the U.S. Trustee disbanded the committee following the resignation of committee members Wilmington Savings Fund Society FSB, MP Environmental Services Inc., Computershare Trust Company of Canada, Veolia Water North America Operating Services LLC, Delaware Trust Company, Wazee Street Capital Management, Plymouth Lane Partners (Master) LP, and United Steelworkers. * * * Molycorp, Inc.'s Fourth Joint Amended Plan of Reorganization has been confirmed by the U.S. Bankruptcy Court for the District of Delaware. The Plan contemplates two possible outcomes: (1) the sale of substantially all of the Debtors' assets if certain conditions set forth in the Plan are satisfied and (2) (a) the sale of the assets associated with the Debtors' Mountain Pass mining facility in San Bernardino County, California; and (b) the stand-alone reorganization around the Debtors' other three business units. Judge Christopher Sontchi of the U.S. Bankruptcy Court for the District of Delaware on April 8, 2016, issued a findings of fact, conclusions of law, and order confirming the Fourth Amended Joint Plan of Reorganization of Molycorp, Inc., and its debtor affiliates. On April 13, 2016, Judge Sontchi directed the appointment of a Chapter 11 trustee to oversee the operations of Industrial Minerals LLC, Molycorp Advance Water Technologies LLC, Molycorp Minerals LLC, PP IV Mountain Pass II Inc., PP IV Mountain Pass Inc., and RCF Speedwagon Inc. Each of the bankruptcy cases of the companies are no longer jointly administered with Molycorp's case under Case No. 15-11357. On May 2, 2016, the Court entered an order in the Molycorp Minerals Debtors' cases approving the appointment of Paul E. Harner as chapter 11 trustee for Molycorp Mineral Debtors' bankruptcy estates. On Aug. 31, 2016, Molycorp reported that its confirmed Fourth Joint Amended Plan became effective as of that date. Molycorp emerged from Chapter 11 protection as a newly reorganized business, now known as Neo Performance Materials. NAHID M F: Seeks to Hire Dsouza Law Group as Legal Counsel ---------------------------------------------------------- Nahid M F International, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Dsouza Law Group, P.A. to give legal advice regarding its duties under the Bankruptcy Code, negotiate with creditors in the preparation of a bankruptcy plan, and provide other legal services. Elias Leonard Dsouza, Esq., disclosed in a court filing that the firm does not represent any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Elias L. Dsouza, Esq. Dsouza Law Group, P.A. 111 N. Pine Island Road, Suite 205 Plantation, FL 33324-1836 Email: dtdlaw@aol.com About Nahid M F International Nahid M F International, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Fla. Case No. 16-24969) on November 5, 2016. The petition was signed by Mohammed Faruk, president. At the time of the filing, the Debtor estimated assets and liabilities of less than $50,000. NASTY GAL: CPO Sought to Assist Sale of Assets, Customer Databases ------------------------------------------------------------------ Peter C. Anderson, the United States Trustee for Region 16, asks the U.S. Bankruptcy Court for the Central District of California to enter an order directing the U.S. Trustee to appoint a Consumer Privacy Ombudsman for Nasty Gal, Inc. The U.S. Trustee relates that he has entered into a stipulation with the Debtorr regarding the appointment of a Consumer Privacy Ombudsman. The Debtor has filed a Motion to approve the bid procedures for the sale of its assets, including customer databases, by way of an auction to be conducted on February 7, 2017. The U.S. Trustee and the Debtor believe that a CPO should be appointed to assist the Court in its consideration of the facts, circumstances, and conditions of the proposed sale of the personally identifiable information under section 332 of the Bankruptcy Code. About Nasty Gal Inc. Nasty Gal Inc. filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-24862), on November 9, 2016. The petition was signed by Joe Scirocco, president. The case is assigned to Judge Sheri Bluebond. The Debtor is represented by Scott F. Gautier, Esq., at Robins Kaplan LLP. At the time of filing, the Debtor estimated assets and liabilities at $10 million to $50 million. The Debtor hired Rust Consulting Omni Bankruptcy as claims, noticing and balloting agent. The Office of the U.S. Trustee on Nov. 18 appointed five creditors of Nasty Gal Inc. to serve on the official committee of unsecured creditors. The Creditors' Committee tapped B. Riley & Co. as financial advisor. NET ELEMENT: Receives Noncompliance Notice From NASDAQ ------------------------------------------------------ Net Element, Inc., received a deficiency letter from the Listing Qualifications Department of The NASDAQ Stock Market on Dec. 28, 2016, notifying the Company that, for the last 30 consecutive business days, the bid price for the Company's common stock had closed below the minimum $1.00 per share requirement for continued inclusion on The NASDAQ Capital Market pursuant to NASDAQ Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until June 26, 2017, to regain compliance with the Rule. The Staff letter has no effect on the listing of the Company's common stock at this time. The Staff advised the Company that, if at any time before June 26, 2017, the bid price for the Company's common stock closes at $1.00 or more for a minimum of 10 consecutive business days as required under Listing Rule 5810(c)(3)(A), the Staff will provide written notification to the Company that it complies with the Rule. If the Company does not regain compliance with the Rule by June 26, 2017, the Company may be eligible for an additional 180 calendar day compliance period, provided that it meets the continued listing requirement for the market value of publicly held shares and all other initial listing standards, with the exception of the bid price requirement, and notifies the Staff of its intention to cure the deficiency during the additional compliance period. If the Company does not regain compliance with the Rule by June 26, 2017, and is not eligible for an additional compliance period at that time, the Staff will provide written notification to the Company that its common stock may be delisted. At that time, the Company may appeal the Staff's delisting determination to a NASDAQ Listing Qualifications Panel. If the Company timely appeals, it would remain listed pending the Panel's decision. There can be no assurance that, if the Company does appeal the delisting determination by the Staff to the Panel, that such appeal would be successful. The Company intends to continue monitoring the bid price for its common stock and will consider various options available to it if its common stock does not trade at a level to regain compliance. These options include effecting a reverse stock split. About Net Element Miami, Fla.-based Net Element International, Inc., formerly Net Element, Inc., currently operates several online media Web sites in the film, auto racing and emerging music talent markets. Net Element reported a net loss of $13.3 million on $40.2 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $10.2 million on $21.4 million of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Net Element had $23.39 million in total assets, $16.82 million in total liabilities and $6.56 million in total stockholders' equity. Daszkal Bolton LLP, in Fort Lauderdale, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has sustained recurring losses from operations and has working capital and accumulated deficits that raise substantial doubt about its ability to continue as a going concern. NEXTSTEP DEVELOPMENT: Plan Exclusivity Period Moved to Feb. 28 -------------------------------------------------------------- Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the Western District of Texas extended the exclusive periods within which Nextstep Development, Inc. and Bandera Pointe Hospitality, LP may file a Chapter 11 plan and to obtain acceptances of such plan to February 28, 2017 and April 29, 2017, respectively. The Troubled Company Reporter had earlier reported that the Debtors asked for exclusivity extension telling the Court they have been evaluating a number of options to address their financial issues, which included restructuring their businesses and the sale of their respective assets -- and the Court has approved the sale of the Debtors' property. The Debtors believed that they would be able to satisfy all of their creditors' claims from the sales proceeds, and would likely request the Court to authorize payment of all claims and simultaneously dismiss its the bankruptcy proceedings rather than filing a plan of reorganization. However, that the closing of the sales of their assets will not occur until after the end of the "exclusivity" period provided for under Section 1121 of the Bankruptcy Code -- which would expire on January 4, 2017 and March 5, 2017, respectively. About Nextstep Development Nextstep Development, Inc., owns the Econolodge Downtown South, located in San Antonio, Bexar County, Texas. Formerly known as Quality Inn Downtown South, Econolodge is a pet-friendly discount hotel located near the Alamo and Interstate 35. Nextstep Development filed a chapter 11 petition (Bankr. W.D. Tex. Case No. 16-52019) on Sept. 6, 2016. The petition was signed by Niraj Patel, director. Judge Craig A. Gargotta is the case judge. Nextstep estimated assets and liabilities at $1 million to $10 million at the time of the filing. On Sept. 13, 2016, the Court entered an order authorizing joint administration of Nextstep proceeding and the case styled, In re: Bandera Pointe Hospitality, LP. Nextstep and Bandera are each operating their respective businesses as a Debtor-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. Nextstep is represented by William B. Kingman, Esq., at the Law Offices of William B. Kingman, PC. No official committee of unsecured creditors has been appointed in the case. NJOY INC: Hires Crowe Horwath as Accountants -------------------------------------------- NJOY, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to employ the Crowe Horwath, LLP as accountants to the Debtor and Debtor-in-Possession, nunc pro tunc to November 9, 2016. The Debtor requires Crowe Horwath to: a. perform any review, preparation, and/or audit of the Debtor's filed tax returns; b. advise the Debtor on any and all federal income tax, state and local franchise tax, state and local income tax and state sales and use tax issues; c. prepare any and all federal income tax, state and local franchise tax, state and local income tax and state sales and use tax returns for the Debtor; d. prepare the company's income tax provision and the required financial statement disclosures required by lenders or otherwise; e. meet with and advise the Debtor and/or counsel on matters concerning case administration, as deemed necessary by Crowe Horwath; f. perform any federal and state tax accounting services and/or tax management services as may be required as a Debtor or Debtor-in-Possession; g. analyze transactions with insiders, related and/or affiliated companies; h. analyze transactions with the Debtor's financing institutions; and i. render other assistance as the Debtor, its counsel and Crowe Horwath may deem appropriate, including, but not limited to with respect to financial, business and economic issues that may arise. Crowe Horwath will be paid at these hourly rates: Partner $500-$650 Director $400-$550 Senior Manager $325-$375 Manager $200-$250 Senior Staff $135-$175 Staff $105-$125 Crowe Horwath has accepted $16,000 in post-petition payments, which Crowe Horwath is holding as a retainer to be applied against Crowe Horwath's allowed post-petition fees and expenses, as may be permitted by the Court. Crowe Horwath will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey Mull, tax partner at Crowe Horwath, LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Crowe Horwath may be reached at: Jeffrey Mull Crowe Horwath, LLP 3815 River Crossing Parkway, Suite 300 Indianapolis, IN 46240-0977 Tel: 317-706-2656 About NJoy Inc. Headquartered in Scottsdale, Arizona, NJOY sells e-cigarettes and vaping products to wholesalers, distributors and retailers. 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. 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 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. NORTH FORK COMPOSITES: CV Buying All Assets ------------------------------------------- North Fork Composites, LLC, asks the U.S. Bankruptcy Court for the Western District of Washington to authorize the sale of substantially all assets to Composite Ventures, LLC ("CV") for (i) $100,000 plus the value of the inventory at cost; (ii) the assumption and payment of all prepetition trade debt totaling approximately $143,746; (iii) the assumption of all warranty claims; (iv) the assumption and payment of the Debtor's prepetition tax liabilities estimated at approximately $25,000; and, (v) assumption payment of any administrative expense claims that remain unpaid following the sale and liquidation of the Debtor's assets. A hearing by telephone on the Motion is set for Jan. 11, 2017 at 10:00 a.m. The objection deadline is Jan. 9, 2017 at 12:00 p.m. The Debtor's assets include all of its equipment, inventory, and general intangibles, including trade secrets, the trade names "North Fork Composites" and "Edge Rods," and its 100% membership interest in Edge Rods, LLC, excluding cash, accounts receivable, and certain other property. Columbia Bank holds a perfected security interest in inventory, equipment, accounts, and general intangibles, which includes all of the items to be sold. As of the Petition Date, the Debtor owed approximately $57,000 to the Bank. The Debtor proposes to pay the balance owing to the Bank out of the net sales proceeds. On Dec. 5, 2016, the Debtor filed its Bid Procedures Motion. On Dec. 12, 2016, the Court held a hearing on the Bid Procedures Motion at which the Debtor announced it had settled all of the claims between the Debtor and Jon Bial, the former general counsel and general manager of the Debtor, for $15,000, which settlement would enable the Debtor to proceed with a sale of its assets to CV that is expected to provide sufficient funds to pay all remaining creditors' claims in full. The Debtor and CV have entered into an Amended Asset Purchase Agreement dated Dec. 29, 2016, which sets forth the terms and provisions of the proposed sale to CV. CV has been formed by the Debtor's members and its officers, who are the largest unsecured creditors of the Debtor. The APA provides that CV will purchase all of the Debtor's assets for the purchase price. CV's members, managers, and officers, together with Michael Darland who loaned money to Gary Loomis and/or the Debtor, whose claims total approximately $1,600,000 will waive their claims against the Debtor and will not receive any payment from the Debtor on their claims. Closing will occur on Jan. 13, 2017, which date will not be later than the last to occur of: (i) five days after the Sale Order has become a final order, and (ii) the full satisfaction or waiver of the conditions to Closing set forth in the APA. The sale to CV will result in Columbia Bank's secured claim being paid in full, all trade creditors receiving payment in full along with the ability to do further business with the Purchaser, all tax claims being paid in full, and the remaining cash plus additional sums as necessary from Purchaser to pay any unpaid administrative expenses. The Debtor believes that a sale to CV is in the best interest of creditors and the estate, and is the only viable alternative absent conversion of the case to Chapter 7. Furthermore, CV intends to operate its business in the Woodland, Washington area, and will provide employment opportunities to all of the Debtor's existing employees. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/North_Fork_80_Sales.pdf The Debtor has requested that the Bank consent to the sale and anticipates that it will do so prior to the sale hearing. The negotiation of the sales price is in excess of what the Debtor believes is a fair valuation of the assets, and in any respect, the sale is expected to result in sufficient funds to pay all creditors in full, either in cash or through the Purchaser's assumption and payment of their claims, once the settlement between the Debtor and Bial is approved by the Court and concluded. Accordingly, the Debtor asks the Court to approve the sale of assets free and clear of liens, claims, and interests. The Debtor further asks relief from the 14-day stay imposed by Bankruptcy Rules 6004(h) so that Closing may proceed with all due haste because of the Debtor's mounting administrative expenses and expiration of the Bank's agreed use of cash collateral and the CV DIP financing, and the requirements of the APA. The Purchaser: COMPOSITE VENTURES, LLC 16231 2nd Dr SE Bothell, WA 98012 The Purchaser is represented by: Stephen Horenstein, Esq. HORENSTEIN LAW GROUP PLLC 500 Broadway, Suite 120 Vancouver, WA 98660 E-mail: steve@horensteinlawgroup.com About North Fork Composites North Fork Composites LLC, a/k/a Edge Rods LLC, filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 16-44188) on Oct. 7, 2016. The petition was signed by Alex Maslov, manager. The Debtor is represented by Thomas W. Stilley, Esq., at Sussman Shank LLP. At the time of filing, the Debtor estimated assets at $100,000 to $500,000 and liabilities at $1 million to $10 million. NORTH PHILADELPHIA HEALTH: Case Summary & 30 Unsecured Creditors ---------------------------------------------------------------- Debtor: North Philadelphia Health System 801 W. Girard Avenue Philadelphia, PA 19122 Case No.: 16-18931 Type of Business: Health Care Chapter 11 Petition Date: December 30, 2016 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Magdeline D. Coleman Debtor's General Bankruptcy Counsel: Martin J. Weis, Esq. DILWORTH PAXON LLP 1735 Market Street Philadelphia, PA 19103 Tel: (215) 575-7000 E-mail: mweis@dilworthlaw.com Debtor's General Corporate Counsel: BUZBY & KUTZLER, ATTORNEYS AT LAW Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by George Walmsley III, president & CEO. Debtor's List of 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Independence Blue Cross $10,872,000 1901 Market Street Philadelphia, PA 19103-1480 Medicare $2,715,363 7500 Security Blvd Baltimore, MD 21244-1850 Community Behavioral Health $1,800,000 801 Market Street, Suite 7000 Philadelphia, PA 19107 Pennsylvania Unemployment $2,090,841 651 Boas Street Harrisburg, PA 17121 Pennsylvania Department of Human $980,932 Services Office of Medical Assistance Programs 625 Foster Street Harrisburg, PA 17120 Philadelphia Water Revenue $699,352 1401 John F. Kennedy Blvd Philadelphia, PA 19102 Cerner $693,570 51 Valley Stream Parkway Malvern, PA 19355-1406 PECO $623,593 Peco Bankruptcy Group 2301 Market Street, S4-2 Philadelphia, PA 19103 Royal Bank America Leasing $472,595 550 Township Line Road, Suite 425 Blue Bell, PA 19422 AGFA Health $432,000 580 Gotham Parkway Carlstadt, NJ 07072 Access Systems Integration $321,113 1 Industrial Way W Eatontown, NJ 07724 Verizon $270,109 900 Race Street Philadelphia, PA 19107 Medhost $266,000 6550 Carothers Pkwy #160 Franklin, TN 37067 Iron Mountain $248,457 Bio-Medical Applications $240,475 1199C Training Fund $252,000 Atlantic Diagnostics Laboratory $229,171 Otis Elevator $197,780 Cardinal Health $152,503 Southwest Consultants $132,482 Wanda Hall $130,000 Canterbury Consultants $154,000 Wellsoft $128,772 Executive Health Resources $114,888 Keystone Quality Transport $105,680 The Hospitals and Higher Education $104,871 Facilities Authority Arthrex $104,352 Loeper Associates $102,500 Getinge Group $88,894 Beckman Coutler, Inc. $87,425 NORTHERN MEADOWS: Seeks Additional 90-day Exclusivity Extension --------------------------------------------------------------- Northern Meadows Development Co LLC requests the U.S. Bankruptcy Court for the Western District of Washington a 90-day extension of the time during which only the Debtor may file a plan, as well as the time during which its plan may be accepted. This is the Debtor's second extension request. The Debtor's exclusivity period has previously been extended to January 23, 2017 pursuant Order dated November 2, 2016. The Debtor relates that the Court has scheduled an evidentiary hearing on its motion for continued authority to use cash collateral for January 25, 2017, wherein one of the proposed uses of cash collateral is to pay administrative expenses of the bankruptcy case. The Debtor asserts that without a source of payment of administrative expenses, it will be difficult for the debtor to formulate and support a plan of reorganization. The Debtor also says it needs additional time to obtain the financing necessary to develop its properties to enhance their value and provide a source of payment for junior secured creditors and unsecured creditors, otherwise, potential financers will likely be reluctant to engage in serious negotiations with the Debtor. A hearing will be held on January 25, 2017, 9:30 am. to consider the Debtor's Motion. Any responses and/or objections to the Motion are due January 18, 2017. About Northern Meadows Development Co., LLC Northern Meadows Development Co., LLC, sought Chapter 11 protection (Bankr. W.D. Wash. Case No. 16-13393) on June 27, 2016. The petition was signed by Stephen Brisbane, manager. Judge Timothy W. Dore is assigned to the case. The Debtor's counsel is Donald A Bailey, Esq., Donald A. Bailey Attorney At Law. At the time of filing, the Debtor disclosed assets of $5.49 million and debt of $6.21 million. NUVERRA ENVIRONMENTAL: Adopts Key Employee Incentive Plan --------------------------------------------------------- Following approval by the Compensation Committee of the Board of Directors of Nuverra Environmental Solutions, Inc., the Company adopted a Key Employee Incentive Plan on Dec. 23, 2016. The Plan is structured to incentivize certain senior executive officers whose employment and performance is critical to the success of the Company. Under the Plan, the Key Executives will be eligible to receive monthly incentive payments based upon the Company's achievement of pre-established performance targets relating to adjusted earnings before interest, taxes, depreciation and amortization and Company-wide safety scores. Pursuant to the Plan, the Key Executives will not receive the monthly incentive payment if the Company's performance for that month falls below 50% of the applicable performance target, and the Key Executives monthly incentive payments are limited to a maximum of 150% of target. Monthly incentive payments under the Plan are calculated as follows: (i) performance at 100% of target for a given month provides a payout for that month equal to ten percent of the Key Executive’s current annual base salary; and (ii) the monthly incentive payment for performance above or below the target level, subject to the minimum and maximum thresholds, is determined by the application of linear interpolation. The Plan covers a 15-month period beginning October 2016 through December 2017. Subject to certain exceptions, Key Executives must remain continuously employed by the Company through each payment date in order to receive the monthly incentive payment. Key Executives will forfeit future payments of monthly incentive compensation if they are terminated for cause or voluntarily terminate their employment, other than for good reason (as defined in their respective employment agreements). If the Key Executive is terminated without cause, resigns for good reason, becomes disabled or dies, he or she shall remain eligible to continue to receive the monthly incentive payments for the remainder of the incentive period, subject to the execution of a release of claims. The Plan is structured to be applicable to such Key Executives of the Company who may be designated as participants from time to time by the Compensation Committee. Joseph M. Crabb, the Company's executive vice president & chief legal officer, initially is the only participant in the Plan. EVP & CLO Employment Agreement Amendment On Dec. 23, 2016, following approval by the Compensation Committee, the Company and Mr. Crabb entered into a First Amendment to Employment Agreement, which amends the Employment Agreement, dated Feb. 5, 2016, between the Company and Mr. Crabb. The First Amendment amends the Employment Agreement by providing Mr. Crabb a 2016 incentive bonus in an amount equal to seventy-five percent of Mr. Crabb's current annual base salary, which vests upon the successful completion of a transaction (as defined in the First Amendment) or Mr. Crabb's termination without cause, for good reason, or due to his death or disability. For purposes of the First Amendment, a transaction means a change of control (as defined in the Employment Agreement), occurrence of the effective date of a confirmed plan of reorganization under Chapter 11 bankruptcy, or an out-of-court recapitalization or restructuring. The Company in its sole discretion may accelerate vesting of the incentive bonus at any time prior to the completion of a transaction. About Nuverra Nuverra Environmental Solutions, Inc. (OTCQB: NESC) provides environmental solutions to customers focused on the development and ongoing production of oil and natural gas from shale formations. The Scottsdale, Arizona-based Company operates in shale basins where customer exploration and production activities are predominantly focused on shale and natural gas. Nuverra reported a net loss attributable to common stockholders of $195 million in 2015, a net loss attributable to common stockholders of $516 million in 2014 and a net loss attributable to common stockholders of $232 million in 2013. As of Sept. 30, 2016, Nuverra had $388.3 million in total assets, $496.3 million in total liabilities and a total shareholders' deficit of $107.96 million. KPMG LLP, in Phoenix, Arizona, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred recurring losses from operations and has limited cash resources, which raise substantial doubt about its ability to continue as a going concern. ONEOK INC: S&P Affirms 'BB+' Rating on Sr. Unsecured Debt --------------------------------------------------------- S&P Global Ratings said that it has reviewed its recovery and issue-level ratings for ONEOK Inc. that were labeled under criteria observation (UCO) after publishing its revised recovery ratings criteria on Dec. 7, 2016. With S&P's criteria review complete, it is removing the UCO designation from these ratings and are affirming the 'BB+' issue-level rating and revising the recovery rating to '4' from '3', reflecting S&P's expectation of average recovery (upper half of the 50%-70% range) in the event of default. These rating actions stem solely from the application of S&P's revised recovery criteria and do not reflect any change in its corporate credit rating on the company. RATINGS LIST Ratings Affirmed; Recovery Rating Revised ONEOK Inc. To From Senior Unsecured BB+ BB+ Recovery Rating 4H 3H PALM DRIVE: S&P Affirms 'CCC+' Rating on 2005 Tax Revenue Bonds --------------------------------------------------------------- S&P Global Ratings revised the outlook to stable from negative and affirmed its 'CCC+' long-term rating on Palm Drive Health Care District, Calif.'s series 2005 parcel tax revenue bonds and series 2010 parcel tax certificates of participation (COPs). At the same time, S&P Global Ratings affirmed its 'CCC+' long-term rating and underlying rating (SPUR) on the district's series 2000 general obligation (GO) bonds. The outlook is stable. "The outlook revision reflects our view of the district's full and timely payments on the bonds," said S&P Global Ratings credit analyst Melanie Her. The affirmation reflects S&P's understanding that the district remains in bankruptcy. PBA EXECUTIVE: Landlord Seeks Adequate Protection, Ch. 11 Trustee ----------------------------------------------------------------- Creditor/Landlord, Republic Western Investments Co., LLC, asks the U.S. Bankruptcy Court for the Southern District of Florida to enter an Order requiring the Debtor, PBA Executive Suites, LLC, to provide them adequate protection and assurance, or in the alternative, enter an Order granting their automatic stay in order to complete a State Court eviction action against the Debtor or alternatively, appointing a Chapter 11 Trustee in the Chapter 11 Bankruptcy case. According to the Landlord, the Debtor has filed an Amended Schedules which reflects the Executory Contracts and Unexpired Leases regarding the Creditor as it applies to the commercial properties located at 1375 Gateway Boulevard, Boynton Beach, Florida and 20283 State Road 7, Boca Raton, Florida. The Landlord asserts that the Creditor lacks adequate protection regarding its interest in the Boca Raton and Boynton Beach properties. The Debtor holds no equity in the property. While it is premature to assert whether the subject properties are necessary to an effective reorganization, based upon the pleadings filed to date in the proceeding and the state court eviction, the prejudice to Republic far outweighs the potential necessity of the properties to Debtor and Debtor's reorganization does not currently appear to be viable. Therefore, the Creditor requests the Court to enter an Order: (a) granting the Motion; (b) requiring the Debtor to immediately provide adequate protection and/or adequate assurance payments to the Creditor on an ongoing basis until such time as the case is either dismissed or the Debtor files its notification of rejection or request to assume the underlying leases; (c) requiring the Debtor to immediately deposit with the Creditor the required real estate tax payments (for the Boca Raton and Boynton Beach properties) in trust for the third quarter of 2016, fourth quarter of 2016, and first quarter of 2017 and to pay the remaining quarter of real estate tax payments to the Creditor no later than March 5, 2017; (d) compelling the Debtor to provide a detailed accounting of all monies received by Debtor from all subtenants and all other sources and all disbursements of such monies since the date of the Stipulation and to update such accounting on a monthly basis with appropriate Court filings in the proceeding; (e) that the Creditor be deemed to have priority as to any cash collateral and rents to be received during the pendency of the action pursuant to the terms of the Leases between the Debtor and the Creditor and the Stipulation of Settlement between the parties; (f) that the Creditor be deemed to have priority as to any advances that the Creditor is required to make regarding repairs to the Boca Raton and Boynton Beach properties, maintenance of such properties and real estate payments regarding such properties; (g) to the extent of any diminution in cash collateral which has otherwise been assigned by the Debtor to the Creditor, that the Creditor be granted an administrative priority under 11 U.S.C. Sec. 507(B); (h) that the Debtor be required to disclose its financial arrangements with its insider property manager/LLC member Palm Beach Atlantic Financial Group and disclose any written agreements between the Debtor and its Member; (i) granting relief from the automatic stay to the Creditor to pursue all in rem relief in the state court eviction proceeding; (j) appointing a Bankruptcy Trustee or a Bankruptcy Examiner pursuant to 11 U.S.C. Sec. 1104 or scheduling an evidentiary hearing on an expedited basis regarding such appointment; and (k) of such other and further relief as the Court deems proper. The Creditor is represented by: Peter B. Weintraub, Esq WEINTRAUB & WEINTRAUB, P.A. 2700 North Military Trail, Suite 355 Boca Raton, FL 33431 Tel.: 561.988.6411 Fax: 561.988.6011 Email: pbw@weintraublawfirm.com About PBA Executive Suites, LLC PBA Executive Suites, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 16-26136) on Dec. 3, 2016. The petition was signed by William Smith, CFO. The Debtor is represented by Brian K. McMahon, Esq., at Brian K. McMahon, P.A. At the time of the filing, the Debtor estimated assets at $500,001 to $1 million and liabilities at $100,001 to $500,000. PEABODY ENERGY: Extends Debt Deadline to Jan. 6 ----------------------------------------------- The American Bankruptcy Institute, citing Tom Hals of Reuters, reported that Peabody Energy Corp said it extended a deadline for creditors to join financing deals aimed at bringing the largest U.S. coal miner out of bankruptcy amid growing creditor support for its plan of reorganization. According to the report, Peabody said in a statement the deadline was extended to Jan. 6, 2017, for Peabody noteholders to join the financing deals, which offer an opportunity to receive financial incentives. Peabody said a judge extended the deadline to Jan. 6 for a group of large investors holding about $444 million of the company's securities who had filed a lawsuit to halt the financing process, the report related. The investors, Appaloosa Management, Latigo Partners, Capital Ventures International and Venor Capital Management, said they needed more time to review the financing plans Peabody unveiled, the report further related. About Peabody Energy Corporation Headquartered in St. Louis, Missouri, Peabody Energy Corporation claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the United States (U.S.) and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the U.S. Peabody posted a net loss of $1.988 billion for 2015, wider from the net loss of $777 million in 2014 and the $513 million net loss in 2013. At Dec. 31, 2015, the Company had total assets of $11.02 billion against $10.1 billion in total liabilities, and stockholders' equity of $919 million. On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The 154 cases are pending joint administration before the Honorable Judge Barry S. Schermer under (Bankr. E.D. Mo. Case No. 16-42529). As of the Petition Date, PEC has approximately $4.3 billion in outstanding secured debt obligations and $4.5 billion in outstanding unsecured debt obligations. The Debtors tapped Jones Day as general counsel; Armstrong, Teasdale LLP as local counsel; Lazard Freres & Co. LLC and investment banker Lazard PTY Limited as investment banker; FTI Consulting, Inc., as financial advisors; and Kurtzman Carson Consultants, LLC, as claims, ballot and noticing agent. The Office of the U.S. Trustee on April 29, 2016, appointed seven creditors of Peabody Energy Corp. to serve on the official committee of unsecured creditors. The Committee retained Morrison & Foerster LLP as counsel, Spencer Fane LLP as local counsel, Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel, Blackacre LLC as its independent expert, and Berkeley Research Group, LLC, as financial advisor. * * * Peabody Energy Corporation, et al., filed with the U.S. Bankruptcy Court for the Eastern District of Missouri a joint plan of reorganization and accompanying disclosure statement, which will reduce the Debtors' debt burden by over $6.6 billion, a necessary step for the Company's financial health given the volatile industry in which the Company operates. A hearing to consider approval of the Disclosure Statement will be held on January 26, 2017, at 10:00 a.m., Central Time. Objections are due January 20. A full-text copy of the Disclosure Statement dated December 22, 2016, is available at: http://bankrupt.com/misc/mieb16-42529-1821.pdf PEABODY ENERGY: More Creditors Sign Plan Support Agreement ---------------------------------------------------------- Peabody Energy disclosed that as of 5:00 p.m., New York City time, on Dec. 30, 2016, additional eligible holders of approximately 16.6 percent of the outstanding principal amount of the company's senior secured second lien notes and approximately 3.8 percent of the outstanding principal amount of the company's senior unsecured notes became parties to the Plan Support Agreement (PSA) relating to the company's plan of reorganization and also joined the Backstop Commitment Agreement (BCA) relating to the proposed $750 million common stock rights offering and the Private Placement Agreement (PPA) relating to the proposed private placement of $750 million of mandatorily convertible preferred stock as Phase Two parties. When combined with the holdings of the creditors party to the PSA, BCA and PPA through Dec. 29, 2016, holders of approximately 40.1 percent of the company's outstanding first lien debt are parties to the PSA, and holders of approximately 81.9 percent of the outstanding principal amount of the company's senior secured second lien notes and 72.3 percent of the outstanding principal amount of the company's senior unsecured notes are parties to each of the PSA, BCA and PPA. "Peabody is pleased with the continued momentum demonstrated by the substantial consensus shown among multiple creditor classes," says Peabody President and Chief Executive Officer Glenn Kellow. "We look forward to advancing our plan toward approval and ultimate confirmation." The plan of reorganization is subject to confirmation by the court, and the related disclosure statement is subject to approval by the court. This press release is not intended as solicitation for a vote on the plan. The full terms of the plan of reorganization and disclosure statement, as well as the related motions and other documentation relating to the Chapter 11 cases, are available online at http://www.kccllc.net/Peabody. About Peabody Energy Corporation Headquartered in St. Louis, Missouri, Peabody Energy Corporation claims to be the world's largest private-sector coal company. As of Dec. 31, 2014, the Company owned interests in 26 active coal mining operations located in the United States (U.S.) and Australia. The Company has a majority interest in 25 of those mining operations and a 50% equity interest in the Middlemount Mine in Australia. In addition to its mining operations, the Company markets and brokers coal from other coal producers, both as principal and agent, and trade coal and freight-related contracts through trading and business offices in Australia, China, Germany, India, Indonesia, Singapore, the United Kingdom and the U.S. Peabody posted a net loss of $1.988 billion for 2015, wider from the net loss of $777 million in 2014 and the $513 million net loss in 2013. At Dec. 31, 2015, the Company had total assets of $11.02 billion against $10.1 billion in total liabilities, and stockholders' equity of $919 million. On April 13, 2016, Peabody Energy Corp. and 153 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. The 154 cases are pending joint administration before the Honorable Judge Barry S. Schermer under (Bankr. E.D. Mo. Case No. 16-42529). As of the Petition Date, PEC has approximately $4.3 billion in outstanding secured debt obligations and $4.5 billion in outstanding unsecured debt obligations. The Debtors tapped Jones Day as general counsel; Armstrong, Teasdale LLP as local counsel; Lazard Freres & Co. LLC and investment banker Lazard PTY Limited as investment banker; FTI Consulting, Inc., as financial advisors; and Kurtzman Carson Consultants, LLC, as claims, ballot and noticing agent. The Office of the U.S. Trustee on April 29, 2016, appointed seven creditors of Peabody Energy Corp. to serve on the official committee of unsecured creditors. The Committee retained Morrison & Foerster LLP as counsel, Spencer Fane LLP as local counsel, Curtis, Mallet-Prevost, Colt & Mosle LLP as conflicts counsel, Blackacre LLC as its independent expert, and Berkeley Research Group, LLC, as financial advisor. PRECISE CORPORATE: Taps Smith Law Offices as Legal Counsel ---------------------------------------------------------- Precise Corporate Staging LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to hire legal counsel. Precise Corporate proposes to hire Gerald K. Smith and John C. Smith Law Offices, PLLC to assist in the preparation of a bankruptcy plan of the company and its affiliates, negotiate with creditors, give legal advice regarding their duties under the Bankruptcy Code, and provide other legal services. The hourly rates charged by the firm are: Gerald Smith $600 John Smith $350 Grant Cartwright $350 Cody Vandewerker $250 Paralegal $150 John Smith, 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: Gerald K. Smith, Esq. John C. Smith, Esq. Grant L. Cartwright, Esq. Cody D. Vandewerker, Esq. Gerald K. Smith and John C. Smith Law Offices, PLLC 6720 E. Camino Principal, Suite 203 Tucson, AZ 85715 Tel: (520) 722-1605 Fax: (520) 722-9096 Email: gerald@smithandsmithpllc.com Email: john@smithandsmithpllc.com Email: grant@smithandsmithpllc.com Email: cody@smithandsmithpllc.com About Precise Corporate Staging Precise Corporate Staging LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 16-14281, 16-14283 and 16-14284) on December 20, 2016. The petitions were signed by Marla Stern, managing member. The cases are jointly administered and are assigned to Judge Paul Sala. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of $1 million to $10 million. QUICKSILVER INC: Egan-Jones Withdraws 'C' FC Sr. Unsecured Rating ----------------------------------------------------------------- Egan-Jones Ratings on Dec. 21, 2016, withdrew the C foreign currency senior unsecured rating on debt issued by Quicksilver Inc. EJR also withdrew the D local currency senior unsecured rating on debt by the Company. About Quiksilver Inc. Quicksilver Inc. caters to the young and athletic with surfwear, snowboardwear, and sportswear sold under brands Quiksilver, Raisins and Roxy. It sells its products in surf, specialty, and department stores worldwide. Quiksilver, Inc., and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del., Case Nos. 15-11880 to 15-11890) on Sept. 9, 2015. Andrew Bruenjes signed the petition as chief financial officer. The Debtors disclosed total assets of $337 million and total debts of $826 million. Skadden, Arps, Slate, Meagher & Flom LLP is serving as the Debtors' legal advisor, FTI Consulting, Inc. as their restructuring advisor, and Peter J. Solomon Company as their investment banker. Kurtzman Carson Consultants LLC acts as the Debtors' claims and noticing agent. The Debtors' First Amended Joint Chapter 11 Plan of Reorganization provides that on the effective date, Reorganized Quiksilver will issue new common stock to be distributed as follows: (a) first, 19% to holders of Allowed Secured Notes Claims; (b) second, up to 77% to Rights Offering Participants; and (c) third, 4% to the Backstop Parties. As of the Effective Date, the anticipated value of the New Quiksilver Common Stock will be approximately $276 million. The U.S. trustee overseeing the Chapter 11 cases of Quiksilver Inc. and its affiliates appointed seven members to the official committee of unsecured creditors. The Committee tapped Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP as its co-counsel as co-counsel; Province Inc. as its financial advisor and PJT Partners Inc. as investment banker. * * * In February 2016, Quiksilver's Third Amended Joint Chapter 11 Plan of Reorganization became effective, and the Company emerged from Chapter 11 protection. The Court confirmed the Plan on Jan. 29, 2016. REX ENERGY: CEO's Contract Extended Until December 2019 ------------------------------------------------------- Rex Energy Corporation and its wholly owned subsidiary, Rex Energy Operating Corp. entered into an amendment to the employment agreement dated Dec. 13, 2013, with Thomas C. Stabley, president and chief executive officer of Rex Energy and Rex Operating. The amendment extends the term of the Employment Agreement for three years. As amended, the Employment Agreement will terminate on Dec. 31, 2019, subject to automatic annual renewal thereafter unless either the Company or Mr. Stabley provides written notice of non-renewal at least 90 days prior to the then-applicable termination date. If a "change in control" of Rex Energy occurs, the Employment Agreement will be extended automatically for an additional two years. Other than the extension of the term, the Employment Agreement is unchanged and remains in full force and effect. About Rex Energy Corporation Headquartered in State College, Pennsylvania, Rex Energy is an independent oil and gas exploration and production company with its core operations in the Appalachian Basin. The Company's strategy is to pursue its higher potential exploration drilling prospects while acquiring oil and natural gas properties complementary to its portfolio. As of Sept. 30, 2016, Rex Energy had $925.3 million in total assets, $849.1 million in total liabilities and $76.13 million in total stockholders' equity. Rex Energy reported a net loss attributable to common shareholders of $372.9 million for the year ended Dec. 31, 2015, compared to a net loss attributable to common shareholders of $49.02 million for the year ended Dec. 31, 2014. RIDGEVILLE PLAZA: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Ridgeville Plaza, Inc. P.O. Box 772 Mount Airy, MD 21771 Case No.: 16-26944 Chapter 11 Petition Date: December 30, 2016 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Hon. David E. Rice Debtor's Counsel: James Greenan, Esq. MCNAMEE, HOSEA, ET AL. 6411 Ivy Lane, Suite 200 Greenbelt, MD 20770 Tel: 301-441-2420 E-mail: jgreenan@mhlawyers.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Frank Illiano, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb16-26944.pdf RIVER NORTH 414: Unsecureds To Get Prorata Share of Cash, Equity ---------------------------------------------------------------- River North 414 LLC, et al., have filed with the U.S. Bankruptcy Court for the Northern District of Illinois a disclosure statement referring to the Debtors' first amended joint plan of liquidation dated Dec. 20, 2016. Pursuant to the Plan, Premium Themes, Inc.'s remaining assets will be liquidated and its cash will be distributed to creditors in order of priority. River North intends to either (a) enter into the Newco Transaction, whereby its assets will be sold, and whereby its creditors and equity interest holders will participate in the equity ownership of the purchaser; or (b) enter into the Competing Sale Transaction, whereby its assets will be sold to a competing bidder, with sale proceeds to be distributed to creditors in order of priority. Class 6 Premium Themes, Inc. Unsecured Claims -- estimated at $8,500 -- is impaired under the Plan. Except to the extent that a holder of an allowed claim in Class 6 agrees to a less favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange for each allowed claim in Class 6, each holder will receive its pro rata share of the PTI cash. Class 2 River North Unsecured Claims -- estimated at $103,000 -- are impaired. Except to the extent that a holder of an allowed claim in Class 2 agrees to a less favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange for each allowed claim in Class 2, each holder will receive: (i) its pro rata share of the River North Cash; and (ii) its pro rata share of the OD Equity. Class 3 River North Insider Unsecured Claims -- estimated at $450,000 -- are impaired. Except to the extent that a holder of an allowed claim in Class 3 agrees to a less favorable treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange for each allowed claim in Class 3, each holder will receive its pro rata share of the OD Equity. The Disclosure Statement is available at: http://bankrupt.com/misc/ilnb16-17324-85.pdf As reported by the Troubled Company Reporter on Nov. 29, 2016, the Debtor filed with the Court a Chapter 11 plan of reorganization that proposes to sell its personal properties to a newly-formed company. The plan was premised upon the sale by River North of substantially all of its personal properties, which include food and beverage inventory and business licenses, to a new company. About River North 414 River North 414 LLC and Premium Themes, Inc., based in Chicago, Illinois, sought Chapter 11 protection (Bankr. N.D Ill. Case Nos. 16-17324 and 16-17325) on May 24, 2016. The petitions were signed by Jesse T. Boyle, authorized officer. The cases are assigned to Judge Janet S. Baer. The Debtors are represented by Thomas R. Fawkes, Esq., at Goldstein & McClintock. The Debtors estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities at the time of the filing. ROBERT LEVITT: M&C Properties Buying Kansas City Parcels for $59K ----------------------------------------------------------------- Robert Ralph Levitt and Wendi Calkins Levitt ask the U.S. Bankruptcy Court for the District of Kansas to authorize their sale of 7 parcels of land located in Kansas City, Missouri, to M&C Properties Real Estate Services, LLC, for $59,000. The Debtors have entered into multiple Purchase Real Estate Agreements to sell the parcels to M&C Properties. The properties are being sold in present "as is" condition. The properties and sale prices are: a. 1314 Cleveland Ave., Kansas City, MO: $10,000; b. 1316 Cleveland Ave., Kansas City, MO: $10,000; c. 1318 Cleveland Ave., Kansas City, MO: $9,000; d. 1320 Cleveland Ave., Kansas City, MO: $9,000; e. 1322 Cleveland Ave., Kansas City, MO: $3,000; f. 1324 Cleveland Ave., Kansas City, MO: $9,000; and g. 1310 Cleveland Ave., Kansas City, MO: $9,000. The properties are presently unencumbered by security interests. Selling the property will further aid the Debtors in being able to complete the Chapter 11 Bankruptcy. The Debtors ask that the Court enter an Order approving the sale of the parcels and for such further relief as it deems necessary and proper. Robert Levitt sought Chapter 11 protection (Bankr. D. Kans. Case No. 12-21813) on June 28, 2012. ROLLOFFS HAWAII: Hires O'Connor Playdon & Guben LLP as Counsel -------------------------------------------------------------- Rolloffs Hawaii, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Hawaii to employ O'Connor Playdon & Guben LLP as general counsel for the Debtor. The Debtor requires OPG to: a. advise and represent the Debtor in this Chapter 11 case, including the preparation of its Schedules and Statement of Financial Affairs; and b. prepare the Monthly Operating Reports and a Plan of Reorganization. OPG lawyers who will work on the Debtor's case and their hourly rates are: Jerrold K. Guben $400 Jeffery S. Flores $260 Attorneys $260-$400 Prior to the filing of the petition, OPG was paid $25,000.00 as a retainer form Rolloffs related to bankruptcy planning and financial restrictions, including the costs of filing the Chapter 11 petition and related costs. Jerrold K. Guben, Esq., partner of the law firm of O'Connor Playdon & Guben LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. OPG may be reached at: Jerrold K. Guben, Esq. Jeffery S. Flores, Esq. O'Connor Playdon & Guben LLP Bishop Street, Suite 2400 Honolulu, HI 96813 Telephone: (808) 524-8350 Facsimile: (808) 531-8628 E-mail: jkg@opglaw.com jsf@opglaw.com About Rolloffs Hawaii Rolloffs Hawaii, LLC, owns and operates a refuse collection and trash disposal business in the State of Hawaii. Rolloffs Hawaii filed a chapter 11 petition (Bankr D. Hawaii Case No. 16-01294) on Dec. 9, 2016. The Debtor is represented by Jerrold K. Guben, Esq. and Jeffrey S. Flores, Esq., at O'Connor Playdon & Guben LLP. ROUST CORP: Files for Ch. 11 with Plan to Cut Debt by $462MM ------------------------------------------------------------ Vodka maker Roust Corporation, formerly Central European Distribution Corporation, sought Chapter 11 protection in Delaware bankruptcy court with a prepackaged reorganization plan that would slash the liquor giant's debt by more than $462 million and let Russian billionaire Roustam Tariko retain 64% control of the company. The Company is one of the world's largest vodka producers and is Central and Eastern Europe's largest integrated spirit beverages business (measured by total volume) with approximately 24.6 million nine-liter cases produced and distributed in 2015. The Company is the largest vodka producer in Poland, with a portfolio that includes valuable and recognizable brands such as Absolwent, Żubrowka, Soplica, and Bols, each of which is produced at the Company's Polish distilleries. The Company is also one of the largest vodka producers and a brand leader in Russia, the world's largest vodka market, where its brand portfolio includes Green Mark, Talka, Parliament and Russian Standard Vodka, the leading brand in the premium segment of the Russian vodka market. Roust is a wholly owned, indirect subsidiary of Roust Trading Ltd. ("RTL"), a holding company of the Russian Standard Group of companies. The Russian Standard Group is a private company controlled by Russian businessman Roustam Tariko, with business interests in premium vodka (notably RSV), spirits distribution, banking, and insurance. Mr. Tariko is Chairman of Roust's Board of Directors. Mr. Tariko was responsible for saving Roust (then known as Central European Distribution Corporation, or CEDC) in 2013, when CEDC was in severe financial distress. A hearing on first-day motions and scheduling matters is set for Jan. 3, 2017 before U.S. Bankruptcy Judge Christopher S. Sontchi. Return to Bankruptcy On April 7, 2013, CEDC and two subsidiaries sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 13-10738) with a prepackaged Chapter 11 plan that reduced debt by US$665.2 million. CEDC emerged from bankruptcy in June 2013 after confirming a plan that gave RTL, owned by Roustam Tariko, 100% of the outstanding stock in exchange for funding cash payments required by the Plan. According to a declaration by Roust CEO Grant Winterton, "Despite challenging economic conditions, the Company has achieved record market shares in Poland, Hungary, Israel, the UK, France and Germany. The Polish business, in particular, has been extremely successful. Comparing the first nine months of 2016 to the first nine months of 2015, the Polish business has grown by 15.8% by volume and, on a currency neutral basis, revenue increased by 24.5%, gross margin rose by 28.6% and EBITDA increased by 50.9%. The Russian business is also developing well compared to overall negative market trends. Sales by volume have increased 6% for the period of September – November 2016 against the same period for 2015. The premium brands that the Company distributes in Russia continue to grow even faster, with 18%, 9% and 22% shipment increases in the third quarter of 2016, compared with the same period for 2015, for RSV, Remy and Jägermeister, respectively." "However, this positive performance has been offset by macroeconomic conditions beyond the Company's control, which have left the Company over-leveraged and hampered by liquidity constraints and high borrowing costs. These macroeconomic factors include, the economic crisis in Russia and depreciation of currencies in four of the Company's markets – Russia, Poland, Kazakhstan and Ukraine – each of which drastically reduced the Company's EBITDA as expressed in U.S. dollars and made re-paying debts, most of which are denominated in U.S. dollars, burdensome. The depreciation of the Russian ruble also resulted in significant increases in imported brand price and led to declining volumes in the imported brand side of the business." "Second, illegal alcohol sales within the black and parallel, or grey, markets, as well as competition by competitors with lower excise tax requirements, have eroded the mainstream vodka market share." "Third, the lending environment in Russia has contracted. Many Russian banks have moved to reduce credit lines to operating companies and to significantly increase interest rates, which have almost doubled in recent years. Finally, volumes for Roust's Ukrainian business have declined 90% due to the ban on Russian products in that country." Faced with these extrinsic and immitigable pressures, in March 2016, the Company engaged with the largest holders of its Existing Notes to discuss a potential balance sheet restructuring. Prepackaged Plan On Nov. 9, 2016, the Debtors entered into a restructuring support agreement and term sheet (the "RSA") with holders of 90% in aggregate principal amount of the Existing Senior Secured Notes and holders of approximately two-thirds in aggregate principal amount of the Existing Convertible Notes (together, the "Consenting Noteholders"), and Russian Standard Bank, RTL and Mr. Tariko (collectively with non-Roust affiliates, the "Russian Standard Parties," and with the Consenting Noteholders, the "Plan Support Parties"). The RSA outlines the Proposed Restructuring and provides the framework and support for the Plan which, if effectuated, will strengthen the Reorganized Debtors' capitalization by over $500 million, deleverage their balance sheet by at least $462 million, result in funding of $55 million in new equity capital and result in the contribution to Reorganized Roust of strategic assets, namely RSV, and related intellectual property with an estimated value of between $510 million and $570 million. The Debtors' Proposed Restructuring will immediately provide greater value to all of the Debtors' stakeholders by positioning Reorganized Roust for accelerated revenue and profit growth within the global alcohol market. The Proposed Restructuring will enable Roust Corporation to more effectively execute its business strategy and take advantage of growth opportunities worldwide to ensure that it is well positioned for an initial public offering of its stock within the next two to three years. Briefly, the Proposed Restructuring and the Plan contemplate the following transactions. Holders of Existing Senior Secured Notes will receive payment in full in the form of (i) new senior secured notes due 2022 in the aggregate principal amount of $385 million at 10% interest payable semi-annually, commencing on January 1, 2017 (the "New Senior Secured Notes"), (ii) cash consideration of $20 million, (iii) a debt-to-equity conversion of the remaining balance of the Existing Senior Secured Notes (including all accrued and unpaid interest through and inclusive of the Petition Date) in exchange for 12.08% of the new common stock in Reorganized Roust (subject to the right of holders of Existing Convertible Notes to subscribe for that same common stock, with the proceeds of such subscription to be paid in cash to holders of Existing Senior Secured Notes in lieu of such new common stock, which is described in the Plan as the "Existing Senior Secured Notes Equity Subscription") and (iv) the right to participate in the $55 million offering of new common stock in Reorganized Roust (the "Share Placement"), with the Existing Senior Secured Notes Committee agreeing to backstop $5 million of the Share Placement. Holders of Existing Convertible Notes will receive an estimated recovery of approximately 27%5 in the form of (i) 10.59% of the equity of Reorganized Roust through a debt-to-equity conversion of the Existing Convertible Notes, (ii) 1.00% of the equity in Reorganized Roust (contributed by the Russian Standard Parties to the holders of Existing Convertible Notes), (iii) the right to participate in the Share Placement, with the Existing Convertible Notes Committee agreeing to backstop $50 million of the Share Placement, and (iv) the right to participate in the Existing Senior Secured Notes Equity Subscription. The Proposed Restructuring is made possible in part by the Russian Standard Parties' agreement to contribute significant value to Reorganized Roust. In particular, the Russian Standard Parties will contribute RSV and all related RSV intellectual property and compromise certain debt owed by subsidiaries of Roust to certain of RTL's non-Roust subsidiaries. In exchange for these contributions, the Russian Standard Parties are entitled to receive 64.04% of the equity in Reorganized Roust. However, the Russian Standard Parties will allocate 1.00% of this equity to holders of the Existing Convertible Notes and 6.00% of this equity to participants in the Share Placement. The implementation of these concurrent transactions will be considered repayment in full of all intercompany loans owed to the Company from RTL and its direct and indirect subsidiaries. According to papers filed in U.S. Bankruptcy Court, the contribution of RSV to Roust represents a tremendous contribution by the Russian Standard Parties. RSV is a powerhouse in Russia, with a leading market share in the Russian vodka market of 30%. R SV exports vodka to more than 80 countries. Over 75% of its sales volume in 2015 was from international markets. In 2014 and 2015, RSV generated approximately $88 million and $69 million of revenue (net of taxes), respectively, with reported EBITDA of approximately $30 million and $18 million, respectively, and adjusted EBITDA of approximately $34 million and $28 million, respectively. RSV's financial performance year-to-date through September 30, 2016 has continued to strengthen, with revenue growth of approximately 4.0% year-over-year, LTM reported EBITDA of approximately $19 million and LTM adjusted EBITDA of approximately $31 million. Forecasted fiscal year 2016 Adjusted EBITDA for RSV is approximately $37 million. Prompt Confirmation The Proposed Restructuring, as embodied in the RSA and the Plan, is also described in the Offering Memorandum, Consent Solicitation Statement and Disclosure Statement Soliciting Acceptances of the Prepackaged Plan of Reorganization of Roust Corporation, CEDC Finance Corporation International, Inc. and CEDC Finance Corporation LLC, dated as of December 1, 2016. The only impaired creditors entitled to vote on the Plan are the holders of each of the Existing Senior Secured Notes and the Existing Convertible Notes. Solicitation of votes on the Plan began on Dec., 1, 2016. Voting on the Plan closed on Dec. 30, 2016. According to the official vote tabulation prepared by Roust's voting and information agent, creditors have voted overwhelmingly to accept the Plan. In particular, the Plan was accepted by approximately 100% in number and 100% in amount of Existing Senior Secured Notes that were voted on the Plan. The Plan also was accepted by approximately 100% in number and 100% in amount of Existing Convertible Notes that were voted on the Plan. Moreover, participation in the Plan vote by holders of Existing Notes was extraordinarily high, with approximately 90% of all holders of Existing Senior Secured Notes and approximately 93% of all holders of Existing Convertible Notes voting. Prior to filing for chapter 11 protection, the Debtors sought, and received, a court date for a combined hearing on the adequacy of the information contained in the Disclosure Statement and confirmation of the Plan. Notice of the date for the combined hearing, Jan. 6, 2017, was distributed to all creditors and parties in interest concurrently with the documents soliciting votes on the Plan. The Debtors have requested that the Court entering a scheduling order setting the combined hearing date for Jan. 6, 2017. No Insolvency Proceedings for European Operations The Company has six operational manufacturing facilities located in Poland and Russia and a total workforce of approximately 3,500 employees. None of the European operations are involved in insolvency proceedings. Specifically, none of Roust's Polish, Russian or other operating subsidiaries are subject to any insolvency proceedings. According to Mr. Winterton, those entities are fundamentally sound, profitable and will continue to operate in the ordinary course of business. Accordingly, the Company, Mr. Winterton says, will continue honoring all its obligations to vendors, employees, and local credit support providers in the ordinary course of business, without interruption. About Roust Corporation Roust Corporation, formerly Central European Distribution Corporation -- http://www.roust.com/-- is a vodka producer. The Company's business primarily involves the production and sale of its own spirit brands, and the importation of a range of spirits and wines. It operates its business based upon three primary segments: Poland, Russia and Hungary. In Poland, its brand portfolio includes Absolwent, Zubrowka, Zubrowka Biala, Soplica, Bols and Palace brands. Its other brands include Absolwent Grapefruit, Absolwent Apple Mint, Zubrowka Zlota, Soplica Plum and Soplica Blackcurrant. It produces and sells vodkas primarily in three vodka sectors: premium, mainstream and economy. Its primary operations are conducted in Poland, Russia, Ukraine and Hungary. It has around six operational manufacturing facilities located in Poland and Russia. It also produces ready-to-drink alcoholic beverages, such as wine-based Amore, gin-based Bravo Classic and Elle. On Dec. 30, 2016, Roust Corporation and three affiliated companies each filed petitions seeking relief under chapter 11 of the U.S. Bankruptcy Code. The Debtors' cases have been assigned to Judge Robert D. Drain. The Debtors are seeking to have their cases jointly administered (Bankr. S.D.N.Y. Lead Case No. 16-23786). The petitions were signed by Grant Winterton, CEO. The Debtors disclosed $1,373,863,812 in assets and liabilities of $787,054,813 as of Nov. 30, 2016. The Debtors are represented by attorneys Scott Simpson, Jay Goffman, Mark McDermott, Mark Chehi and Sarah Pierce of Skadden Arps Slate Meagher & Flom LLP. The Debtors also tapped Houlihan Lokey, Inc., as investment banker; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. ROUST CORPORATION: Case Summary & 11 Unsecured Creditors -------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Roust Corporation 16-23786 aka Central European Distribution Corporation aka CEDC 777 Westchester Avenue, Suite 101 White Plains, NY 10604 CEDC Finance Corporation LLC 16-23787 CEDC Finance Corporation International, Inc. 16-23788 About the Business: Roust Corporation, formerly Central European Distribution Corporation, is a vodka producer. The Company's business primarily involves the production and sale of its own spirit brands, and the importation of a range of spirits and wines. It operates its business based upon three primary segments: Poland, Russia and Hungary. In Poland, its brand portfolio includes Absolwent, Zubrowka, Zubrowka Biala, Soplica, Bols and Palace brands. Its other brands include Absolwent Grapefruit, Absolwent Apple Mint, Zubrowka Zlota, Soplica Plum and Soplica Blackcurrant. It produces and sells vodkas primarily in three vodka sectors: premium, mainstream and economy. Its primary operations are conducted in Poland, Russia, Ukraine and Hungary. It has around six operational manufacturing facilities located in Poland and Russia. It also produces ready-to-drink alcoholic beverages, such as wine-based Amore, gin-based Bravo Classic and Elle. Chapter 11 Petition Date: December 30, 2016 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Hon. Robert D. Drain Debtors' Counsel: Jay M. Goffman, Esq. Mark A. McDermott, Esq. Raquelle L. Kaye, Esq. Julie Lanz, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Four Times Square New York, NY 10036 Tel: (212) 735-3000 Fax: (212) 735-2000 E-mail: Jay.Goffman@skadden.com mark.mcdermott@skadden.com raquelle.kaye@skadden.com jlanz@skadden.com Debtors' Investment Banker: HOULIHAN LOKEY, INC. Debtors' Claims & Noticing Agent: EPIQ BANKRUPTCY SOLUTIONS, LLC Total Assets: $1.98 billion Total Liabilities: $1.74 billion The petitions were signed by Grant Winterton, chief executive officer. Debtors' Consolidated List of Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ White & Case LLP Trade Debt $376,692 200 S. Biscayne Blvd., Miami, FL 33131 Tel: +1 305-371-2700 Fax: +1 105-358-5744/5766 Moody's Investors Service Ltd. Trade Debt $80,265 Hoagland, Longo, Moran, Dunst & Trade Debt $32,100 Doukas, LLP Jones Day Trade Debt $24,015 Broadridge ICS Trade Debt $21,896 WSE Warsaw Gielda Papierow Trade Debt $16,533 Wartosciowych KPMG LLP Trade Debt $13,300 PR News Wire Trade Debt $7,395 Thomson Reuters Trade Debt $4,641 Premiere Global Services Trade Debt $2,382 American Stock Transfer & Trust Trade Debt $2,076 Company, LLC ROWE CONTRACTING: Must File Plan Outline By Jan. 6 -------------------------------------------------- The Hon. Elizabeth W. Magner of the U.S. Bankruptcy Court for the Eastern District of Louisiana has given Rowe Contracting Service, Inc., until Jan. 6, 2017, to file an amended disclosure statement referring to the Debtor's plan of reorganization. A hearing on the approval of the Disclosure Statement will be held on Jan. 11, 2017, at 9:30 a.m. About Rowe Contracting Rowe Contracting Service, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 16-11331) on June 8, 2016. The petition was signed by Scott E. Rowe, president. The case is assigned to Judge Elizabeth W. Magner. The Debtor disclosed total assets of $1.51 million and total debts of $1.57 million. RYAN EXCAVATING: Has Until Jan. 23 To File Plan & Disclosures ------------------------------------------------------------- The Hon. Jacqueline Cox of the U.S. Bankruptcy Court for the Northern District of Illinois has granted Ryan Excavating, LLC, until Jan. 23, 2017, to file a plan of reorganization and disclosure statement. A status hearing on the Plan and Disclosure Statement will be held on Feb. 8, 2017, at 10:30 a.m. As reported by the Troubled Company Reporter on Dec. 29, 2016, the Debtor asked the Court to extend to Jan. 23, 2017, the deadline to file the Debtor's Disclosure Statement and Plan. The Debtor is a small business case and is required to file a plan and a disclosure statement within 300 days of filing for Chapter 11 bankruptcy protection. The 300 days will expire on Feb. 9, 2017. About Ryan Excavating Ryan Excavating LLC filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 16-12921) on April 15, 2016, is represented by Richard G. Larsen, Esq., at Springer Brown, LLC, in Wheaton, Illinois, and estimated its assets and liabilities at less than $1 million at the time of the filing. The petition was signed by Ryan Bright, president. The case judge is Judge Jacqueline P. Cox. SA INTER INVEST: Unsecureds To Recoup 100% in 60 Payments --------------------------------------------------------- SA Inter Invest 1, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida an amended disclosure statement referring to the Debtor's plan of reorganization. General unsecured creditors are classified in Class 5, and will receive a distribution of 100% of their allowed claims. Class 5 is impaired under the Plan. Allowed unsecured claims will be paid 100% including 5% interest in 60 equal payments beginning effective date. General Unsecured Claims include the $29,000 claim of Laurent R. Benzaquen P.A. and the $36,000 claim of Laurent Benattar. Payments and distributions under the Plan will be funded by the Laurent Benzaquen and affiliates and rent income. The Disclosure Statement is available at: http://bankrupt.com/misc/flsb15-31770-112.pdf About SA Inter Invest Headquartered in Miami Beach, Florida, SA Inter Invest 1, LLC, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 15-31770) on Dec. 16, 2015, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by Laurent Benzaquen, manager. Judge Jay A. Cristol presides over the case. Joel M. Aresty, Esq., at Joel M. Aresty P.A. serves as the Debtor's bankruptcy counsel. No official committee of unsecured creditors has been appointed in the case. SCARBOROUGH & HARGETT: Unsecureds To Recoup 39.3% in 60 Months -------------------------------------------------------------- Scarborough & Hargett Funeral Home Inc. filed with the U.S. Bankruptcy Court for the Middle District of North Carolina an amended disclosure statement for the Debtor's amended plan of reorganization. Under the Amended Plan, general unsecured creditors will receive a distribution of 39.3% of their allowed claims, to be paid through the issuance of a promissory note with quarterly payments distributed over a 60-month period. The Amended Plan contemplates payments to the various classes of creditors using income derived from the continued operations of the Debtor's operation and business. The Amended Disclosure Statement is available at: http://bankrupt.com/misc/ncmb16-80220-74.pdf As reported by the Troubled Company Reporter on Sept. 26, 2016, the Debtor filed with the Court a disclosure statement for the plan of reorganization filed by the Debtor on Sept. 7, 2016. It was anticipated that holders of Class V General Unsecured Claims would total approximately $1,552,183.54. It was expected that each class of unsecured claims will receive a promissory note in the amount of 8% of their allowed unsecured claim. Payments on the promissory notes would be monthly, commencing on the 20th day of the first full month following confirmation of the Plan. About Scarborough & Hargett Scarborough & Hargett Funeral Home Inc. is a North Carolina corporation organized in February 1958. However, the first funeral home was started in 1871. In 18888, Joseph Crooms Hargett, the father-in-law, formed a partnership with John Clarence Scarborough, Sr., the son-in-law, as Scarborough and Hargett Undertakers. The company moved to Durham in 1900 and has been providing services to African American families continuously for the past 142 years. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 16-80220) on March 11, 2016. The petition was signed by J. C. Scarborugh III, president. The Debtor is represented by Florence A. Bowens, Esq. The case is assigned to Judge Catharine R. Aron. The Debtor estimated assets of $50,000 to $100,000 and debts of $1 million to $10 million. The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Scarborough & Hargett Funeral Home Inc. SEARS HOLDINGS: Edward Lampert Reports 54.8% Stake as of Dec. 28 ---------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, these reporting persons disclosed beneficial ownership of common shares of Sears Holdings Corporation as of Dec. 28, 2016: Number of Percentage Shares of Beneficially Outstanding Reporting Person Owned Shares ---------------- ------------ ----------- ESL Partners, L.P. 64,374,025 57.6% SPE I Partners, LP 150,124 0.1% SPE Master I, LP 193,341 0.2% RBS Partners, L.P. 64,717,490 57.9% ESL Investments, Inc. 64,717,490 57.9% Edward S. Lampert 64,717,490 54.8% The percentages are based upon 107,033,252 shares of Holdings Common Stock outstanding as of Dec. 5, 2016, as disclosed in Holdings' Quarterly Report on Form 10-Q for the quarter ended Oct. 29, 2016, that was filed by Holdings with the SEC on Dec. 8, 2016. "In a grant of shares of Holdings Common Stock by Holdings on December 30, 2016, pursuant to the Extension Letter between Holdings and Mr. Lampert, Mr. Lampert acquired an additional 22,124 shares of Holdings Common Stock. Mr. Lampert received the shares of Holdings Common Stock as consideration for serving as Chief Executive Officer and no cash consideration was paid by Mr. Lampert in connection with the receipt of such shares of Holdings Common Stock," as disclosed in the Schedule 13D/A. A full-text copy of the regulatory filing is available at: https://is.gd/rVebii About Sears Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve members. Sears Holdings is home to Shop Your Waytm, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with more than 2,000 full- line and specialty retail stores in the United States and Canada. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP, represented Kmart in its restructuring efforts. Its balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. Sears Holdings reported a net loss of $1.12 billion on $25.14 billion of revenues for the year ended Jan. 30, 2016, compared to a net loss of $1.81 billion on $31.19 billion of revenues for the year ended Jan. 31, 2015. As of July 30, 2016, Holdings had $10.61 billion in total assets, $13.30 billion in total liabilities and a total deficit of $2.69 billion. * * * In September 2016, Moody's Investors Service downgraded Sears Holdings' Speculative Grade Liquidity rating to 'SGL-3' from 'SGL-2' and retained other ratings, including the company's 'Caa1' Corporate Family rating. "The SGL-3 rating reflects our view that Sears will continue to rely on external financing and the monetization of its alternative assets to fund its operating losses" stated Moody's Vice President, Christina Boni. "We recognize the risks associated with relying on these sources and continued shareholder support to finance its negative operating cash flow which is estimated by Moody's to be approximately $1.5 billion this year." In March 2016, Fitch Ratings said it will retain Sears' long term issuer default rating at 'CC'. The TCR reported on Dec. 19, 2016, that S&P Global Ratings affirmed its ratings, including the 'CCC+' corporate credit rating, on Sears Holdings Corp. "We revised our assessment of Sears' liquidity to less than adequate from adequate based on the impact of continued and meaningful cash use and constraints on contractually committed liquidity from cash use and incremental secured funded borrowings," said credit analyst Robert Schulz. "We do not incorporate any significant prospective asset sales or execution of strategic alternatives for legacy hardline brands into our assessment of committed liquidity." SEARS HOLDINGS: Secures Up To $500M Standby Letter Credit Facility ------------------------------------------------------------------ Sears Holdings Corporation has obtained a secured standby letter of credit facility which provides the Company with additional liquidity to fund its operations. The LC Facility will allow the Company to request standby letters of credit in an initial amount of up to $200 million and may be expanded at the request of the Company and with the consent of the lenders under the facility by up to an additional $300 million. The LC Facility is being provided by JPP, LLC and JPP II, LLC, which are affiliates of ESL Investments, Inc., with Citibank, N.A. serving as administrative agent and issuing bank. "As Sears Holdings has consistently shown, we will take actions to adjust our capital structure, generate liquidity and manage our business to enable us to execute on our transformation while meeting all of our financial obligations. This new standby letter of credit facility further demonstrates that Sears Holdings has numerous options to finance our business strategy," said Jason M. Hollar, Sears Holdings' chief financial officer. The terms of the LC Facility were approved by the Related Party Transactions Subcommittee of the Board of Directors of the Company, with advice from Centerview Partners and Weil Gotshal & Manges, the Subcommittee's outside financial and legal advisors. A full-text copy of the Letter of Credit and Reimbursement Agreement is available for free at https://is.gd/ENfuGG About Sears Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve members. Sears Holdings is home to Shop Your Waytm, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with more than 2,000 full- line and specialty retail stores in the United States and Canada. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP, represented Kmart in its restructuring efforts. Its balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. Sears Holdings reported a net loss of $1.12 billion on $25.14 billion of revenues for the year ended Jan. 30, 2016, compared to a net loss of $1.81 billion on $31.19 billion of revenues for the year ended Jan. 31, 2015. As of July 30, 2016, Holdings had $10.61 billion in total assets, $13.30 billion in total liabilities and a total deficit of $2.69 billion. * * * In September 2016, Moody's Investors Service downgraded Sears Holdings' Speculative Grade Liquidity rating to 'SGL-3' from 'SGL-2' and retained other ratings, including the company's 'Caa1' Corporate Family rating. "The SGL-3 rating reflects our view that Sears will continue to rely on external financing and the monetization of its alternative assets to fund its operating losses" stated Moody's Vice President, Christina Boni. "We recognize the risks associated with relying on these sources and continued shareholder support to finance its negative operating cash flow which is estimated by Moody's to be approximately $1.5 billion this year." In March 2016, Fitch Ratings said it will retain Sears' long term issuer default rating at 'CC'. The TCR reported on Dec. 19, 2016, that S&P Global Ratings affirmed its ratings, including the 'CCC+' corporate credit rating, on Sears Holdings Corp. "We revised our assessment of Sears' liquidity to less than adequate from adequate based on the impact of continued and meaningful cash use and constraints on contractually committed liquidity from cash use and incremental secured funded borrowings," said credit analyst Robert Schulz. "We do not incorporate any significant prospective asset sales or execution of strategic alternatives for legacy hardline brands into our assessment of committed liquidity." SHULL PLUMBING: Court Approves Disclosure Statement --------------------------------------------------- The Hon. Jacqueline P. Cox of the U.S. Bankruptcy Court for the Northern District of Illinois has approved Shull Plumbing, Inc.'s revised disclosure statement dated Oct. 20, 2016, referring to the Debtor's plan of reorganization. As reported by the Troubled Company Reporter on Oct. 28, 2016, the Debtor filed a revised disclosure statement explaining its plan of reorganization, which proposes to pay 10% of the allowed claims of general unsecured creditors in full satisfaction of those claims. About Shull Plumbing Shull Plumbing, Inc., filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 15-38005) on Nov. 8, 2015. The petition was signed by Sheldon J. Shull, president. The Debtor estimated assets at $100,001 to $500,000 and liabilities at $500,001 to $1 million. The Debtor is represented by Joseph E. Cohen, Esq., at Cohen & Krol. SIGEL'S BEVERAGES: Unsecureds To Get 15% Under Ch. 11 Plan ---------------------------------------------------------- Sigel's Beverages, L.P., filed with the U.S. Bankruptcy Court for the Northern District of Texas a plan of reorganization and accompanying disclosure statement, which contemplates the cancellation of the equity interests in the Debtor and the sale of new equity interests in the Reorganized Debtor. The Purchase Price will be first used to insure that the Senior Claim Reserve is fully funded (i.e., enough Cash exists in the Senior Claim Reserve to pay all Allowed Claims to be paid from the Senior Claim Reserve). To the extent Cash remains from the Purchase Price after fully funding the Senior Claim Reserve, the Cash will be used to make a Contingent Initial Distribution to the holders of Allowed Class 5 Claims. Class 5 - General Unsecured Claims, estimated to total approximately $1.6 million, are impaired and are estimated to recover 15% of the total allowed claim amount. To the extent Auction Proceeds exist in excess of the amount needed to fully fund the Senior Claims Reserve, the Reorganized Debtor will make an initial pro rata distribution to the holders of Allowed Class 5 Claims, up to the amount of the Class 5 Distribution), on or before the date that is 90 days after the Effective Date. The balance of the Allowed Class 5 Claims that exist after the payment of a Contingent Initial Distribution will be paid with 3.25% interest per annum in seven payments. The first Class 5 Distribution will occur on the first anniversary of the Effective Date and will consist of 10% of the balance, after the payment of any Contingent Initial Distribution, owed on the Allowed Class 5 Claims. The Reorganized Debtor will make subsequent annual Class 5 Distributions of 10% of the balance owed on the Allowed Class 5 Claims on the second, third, fourth, fifth and sixth anniversaries of the Effective Date. The final Class 5 Distribution will occur on the seventh anniversary of the Effective Date and will consist of the balance owed of any Allowed Class 5 Claim. However, the Reorganized Debtor may prepay, pro rata, any portion of the Allowed Class 5 Claims at any point without penalty. A full-text copy of the Disclosure Statement dated December 31, 2016, is available at: http://bankrupt.com/misc/txnb16-34118-85.pdf The Plan was filed by Gerrit M. Pronske, Esq., Melanie P. Goolsby, Esq., Jason P. Kathman, Esq., at Pronske Goolsby & Kathman, P.C., in Dallas, Texas. About Sigel's Beverage Sigel's Beverage, L.P. engages in the wholesale distribution and retail of alcoholic beverages. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Texas Case No. 16-34118) on October 20, 2016. The petition was signed by Anthony J. Bandiera, chief executive officer of Milan General Investments, Inc., general partner of the Debtor. The Hon. Barbara J. Houser presides over the Debtor's case. At the time of the filing, the Debtor estimated $10 million to $50 million in assets and liabilities. SIGNAL BAY: Delays Filing of Fiscal 2016 Form 10-K -------------------------------------------------- Signal Bay, Inc., filed with the Securities and Exchange Commission a Form 12b-25 notifying the delay in the filing of its annual report on Form 10-K for the fiscal year ended Sept. 30, 2016. The Company said the financial information could not be assembled and analyzed without unreasonable effort and expense to the Company. The Form 10-K will be filed as soon as practicable, the Company added. About Signal Bay Signal Bay, Inc. (OTCQB: SGBY) provides advisory, management and analytical testing services to the emerging legalized cannabis industry. As of June 30, 2016, Signal Bay had $2.17 million in total assets, $2.02 million in total liabilities and $150,206 in total equity. Signal Bay reported a net loss of $1.45 million for the year ended Sept. 30, 2015. From inception through Sept. 30, 2014, the Company incurred a net loss of $53,623. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2015, citing that the Company has negative working capital and recurring losses from operations and likely needs financing in order to meet its financial obligations. These conditions raise significant doubt about the Company's ability to continue as a going concern. SOTERA WIRELESS: Hires Cooley LLP as Special Counsel ---------------------------------------------------- Sotera Wireless Inc. seeks authorization from the U.S. Bankruptcy Court for the Southern District of California to employ Cooley LLP as special counsel, nunc pro tunc to the September 30, 2016 petition date. Subsequent to its role as the Debtor's corporate counsel, Cooley was also retained to represent and defend Sotera Wireless in connection with certain state court civil litigation which has been stayed as to Sotera Wireless because of its bankruptcy filing. The Debtor said it continues to require specialized legal services in connection with the Stayed Court Litigation Matter, an adversary proceeding, and related litigation issues. Cooley is willing to perform such services and continue to consult with the Debtor and its Reorganization Counsel, participate in any settlement or strategic discussions, provide advice on legal and factual issues, and assist with various other issues relating to the Stayed State Court Litigation Matter and/or the Adversary Proceeding. The Debtor and Cooley request that if Cooley's employment as special counsel is approved, the Debtor be authorized and directed to provide Cooley with a retainer of $50,000.00, from which Cooley may satisfy fees and costs it incurs, subject to approval by the Bankruptcy Court pursuant to applicable professional compensation procedures in this proceeding. Cooley will also be reimbursed for reasonable out-of-pocket expenses incurred. Jason Kent, partner of Cooley, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Cooley can be reached at: Robert L. Eisenbach III, Esq. J. Michael Kelly, Esq. COOLEY LLP 4401 Eastgate Mall San Diego, CA 92121 Tel: (858) 550-6000 Fax: (858) 550-6420 About Sotera Wireless Sotera Wireless, Inc., and Sotera Reseach, Inc., filed chapter 11 petitions (Bankr. S.D. Cal. Case Nos. 16-05968 and 16-05969) on Sept. 30, 2016. The Debtors are represented by Victor A. Vilaplana, Esq. and Marshall J. Hogan, Esq., at Foley & Lardner LLP. The cases are assigned to Judge Laura S. Taylor. At the time of the filing, Sotera Wireless estimated assets and liabilities at $10 million to $50 million, while Sotera Research estimated assets at $1 million to $10 million and liabilities at $10 million to $50 million. SPECTACULARX INC: Hires Darilek Butler as Accountant ---------------------------------------------------- SpectaculaRX, Inc., seeks authorization from the U.S. Bankruptcy Court for the Western District of Texas to employ Darilek, Butler & Associates, PLLC as accountant to Debtor-in-Possession. The Debtor requires the Firm to: a. Review the current accounting reports and recommend entries required to reflect the Debtor's current financial condition; b. Complete monthly operating reports in compliance with U.S. Trustee requirements; c. Prepare cash flow projections and reports as required by the Court and the U.S. Trustee; d. Supervise the preparation of sales tax reporting forms required by the State of Texas; e. Prepare supporting information required to complete federal income tax returns for Debtor; and f. Complete requests for information by the Debtor's attorney. The Firm's accountants and professional who will work on the Debtor's case and their hourly rates are: Steven H. Butler, Partner $300 Darenda D. Klentzman, Partner $275 David Richmond, Senior Accountant $160 Denisse Chamut, Accountant $125 Audra DeLeon, Administrative Clerk $65 The Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven Butler, member of Darilek, Butler & Associates, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The Firm may be reached at: Steven Butler Darilek, Butler & Associates, PLLC 2702 N. Loop 1604 E., Suite 202 San Antonio, TX 78232 Tel: (210)979-0055 Fax: (210)979-0058 E-mail: sbutler@darilekbutler.com About SpectaculaRX, Inc. SpectaculaRX, Inc., d/b/a Pearle Vision #8699, filed a chapter 11 petition (Bankr. W.D. Tex. Case No. 16-52383) on Oct. 19, 2016. The petition was signed by Virge Santiago, president. The Debtor is represented by Thomas Rice, Esq., at Pulman, Cappuccio, Pullen, Benson & Jones, LLP. The case is assigned to Judge Craig A. Gargotta. The Debtor disclosed total assets at $134,284 and total liabilities at $223,475, as of Sept. 30, 2016. STALLION OILFIELD: S&P Lowers CCR to 'D' Then Withdraws Rating -------------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on U.S.-based oilfield services company Stallion Oilfield Holdings Inc. to 'D'. At the same time, S&P lowered its issue-level rating on the company's senior secured debt to 'D'. S&P subsequently withdrew all ratings. The 'D' rating reflects Stallion Oilfield Holdings Inc.'s default on its term loan due 2018 and related debt restructuring. Following this action, S&P withdrew the ratings on the company. STEPHEN MOFFITT: Scott Buying Johnson City Properties for $345K --------------------------------------------------------------- Stephen Todd Moffitt asks the U.S. Bankruptcy Court for the Eastern District of Tennessee to authorize the private sale of three real properties in Johnson City, Tennessee, outside the ordinary course of business, to Dwight Scott: (i) 110 W. Unaka Avenue, for $85,000; (ii) #2 Cherokee Ridge Court, for $92,000; and (iii) 608 W. Watauga Avenue, for $168,000. On March 3, 2016, the Debtor filed a voluntary Chapter 13 bankruptcy petition. On April 28, 2016, the Debtor's case was converted to a case under Chapter 11 of the Bankruptcy Code. The Debtor owns and maintains certain residential rental properties located in Washington County, Tennessee. On June 16, 2008, Capital Bank extended credit to Moffitt Properties, a Tennessee general partnership, comprised of the Debtor and his mother, Arlene P. Moffitt, in the original principal amount of $363,000 pursuant to the terms of a promissory note dated June 16, 2008 ("Note No. 1"). Note No. 1 was secured by, among other things, Real Estate Deed of Trust dated June 16, 2008, from Moffitt Properties, Moffitt Construction, Inc., the Debtor and Arlene P. Moffitt to Kenneth Clark Hood, Trustee, of record in Roll 607, Image 214, Register's Office for Washington County, Tennessee ("Deed of Trust No. 1"). Deed of Trust No. 1 encumbers, among other properties: (i) the real property and improvements located at 110 W. Unaka Avenue, Johnson City, Tennessee, and more particularly described in Deed of Trust No. 1; and (ii) the real property and improvements located at 608 W. Watauga Avenue, Johnson City, Tennessee, and more particularly described in Deed of Trust No. 1. As of the Petition Date, the outstanding balance on Note No. 1 was approximately $164,604. On June 16, 2008, the Bank also extended credit to Moffitt Properties in the original principal amount of $1,383,055 pursuant to the terms of a promissory note dated June 16, 2008 ("Note No. 2"). Note No. 2 was secured by, among other things, Real Estate Deed of Trust dated June 16, 2008 from Moffitt Properties, Moffitt Construction, Inc., the Debtor and Arlene P. Moffitt to Kenneth Clark Hood, Trustee, of record in Roll 607, Image 227, said Register's Office ("Deed of Trust No. 2"). Deed of Trust No. 2 encumbers, among other properties, the real property and improvements located at 2 Cherokee Ridge Court, Johnson City, Tennessee. On the Petition Date, the outstanding balance on Note No. 2 was approximately $657,980. The Bank holds a first lien security interest on the properties as well as certain other properties yet to be released from Deed of Trust No. 1 or Deed of Trust No. 2. On July 16, 2016, the Debtor filed a motion for approval of adequate protection payments requesting that the Court approve an Order for Adequate Protection Payments, which represented an agreement between the Debtor and the Bank ("Motion"). On Aug. 2, 2016, the Court signed and filed the Order for Adequate Protection Payments ("Order"). The Order provides, among other things, that the remaining properties that collateralize Note No. 1 and Note No. 2 and listed in the Motion would be sold by the Debtor pursuant to the terms of a Marketing Agreement which would be submitted to the Court for approval by separate application. By Order signed and filed Aug. 2, 2016, the Court authorized and approved the Marketing Agreement. The Marketing Agreement sets forth a voluntary plan of liquidation for the remaining properties that secure the outstanding indebtedness to the Bank. The Marketing Agreement contains the listing prices for the remaining properties and the minimum release price for which the Bank agreed to release or partially release its lien. With respect to the Properties that are the subject of the Motion, the agreed upon release prices are: (i) 110 W. Unaka Avenue Johnson City, Tennessee: $80,000; (ii) #2 Cherokee Ridge Court Johnson City, Tennessee: $89,600; and (iii) 608 W. Watauga Avenue Johnson City, Tennessee: $164,000. The Debtor has entered into Purchase and Sale Agreements with the Purchaser to purchase the properties. The Debtor believes that the purchase prices represent a fair value for each of the respective properties and is an amount in excess of the prices for which the Bank agreed to release its lien. The Debtor does not believe that he could receive a greater value through an alternate sale or liquidation process. Although these properties were listed with Ralph Clark of Mountain Empire Properties, Mr. Clark has agreed to waive any commission upon completion of their sale. The liens and/or security interests of the Bank encumber the Properties. The Bank has a properly-perfected first lien deed of trust against the Properties. The amount of the indebtedness to the Bank exceeds the gross sale price under the proposed Purchase and Sale Agreements. Except as provided, the net proceeds of the sale will be paid to the Bank to reduce the Debtor's indebtedness under Note No. 1 and Note No. 2. The properties are also encumbered by: (i) judgment lien in favor of ERA Franchise Systems, LLC in the amount of $32,269 of record in Roll 832, Image 1177, said Register's Office; (ii) judgment lien in favor of Steve C. Glover in the amount of $115,000 of record in Roll 840, Image 1845, said Register's Office; (iii) judgment in favor of Lynn Roofing, Inc. in the amount of $11,520 of record in Roll 807, Image 305, said Register's Office; (iv) Notice of Federal Tax Lien dated March 26, 2012 in the amount of $59,898; (v) Notice of Federal Tax Lien dated March 26, 2012 in the amount of $9,104; (vi) Notice of Federal Tax Lien dated July 30, 2012 in the amount of $5,922; and (vii) Notice of Federal Tax Lien dated Aug. 30, 2012 in the amount of $999. Pursuant to 11 U.S.C. 506(a)(1) and based on the proposed sale price, the claims of these creditors as against the properties are unsecured. The Debtor seeks court authorization to sell the properties to Scott for the respective purchase prices set forth and pursuant to the terms set forth in the Purchase and Sale Agreements free and clear of the lien of Bank as well as these liens. Based on sale prices and the property taxes due, there may be excess sale proceeds above the Bank's agreed upon release prices. The Debtor requests use of any excess net sale proceeds for the payment of administrative expenses in the form of attorney's fees to Debtor's counsel. The Bank has yet to consent to such use of cash collateral, but the Debtor anticipates that such consent is forthcoming. The Debtor further asks that any stay of any order authorizing the proposed sale of the properties as required by Fed. R. Bankr. P. 6004(h) be waived. Counsel for the Debtor: Mark S, Dessauer, Esq. HUNTER, SMITH & DAVIS, LLP Post Office Box 3740 Kingsport, TN 37664 Telephone: (423) 378-8840 Facsimile: (423) 378-8802 E-mail: dessauer@hsdlaw.com Stephen Todd Moffitt sought Chapter 11 protection (Bankr. E.D. Tenn. Case No. 16-50305) on April 28, 2016. SWING HOUSE REHEARSAL: Seeks to Employ Levene Neale as Counsel -------------------------------------------------------------- Swing House Rehearsal and Recording, Inc, asks the U.S. Bankruptcy Court for the Central District of California to approve its employment of Levene, Neale, Bender, Yoo & Brill L.L.P. (LNBYB) as general bankruptcy counsel, effective as of November 8, 2016. The Debtor seeks to employ Levene Neale as its bankruptcy counsel to render, among others, these professional services: (a) advising the Debtor with regard to the requirements of the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office of the United States Trustee as they pertain to the Debtor; (b) advising the Debtor with regard to certain rights and remedies of its bankruptcy estate and the rights, claims and interests of creditors; (c) representing the Debtor in any proceeding or hearing in the Bankruptcy Court involving its estate unless the Debtor is represented in such proceeding or hearing by other special counsel; (d) conducting examinations of witnesses, claimants or adverse parties and representing the Debtor in any adversary proceeding except to the extent that any such adversary proceeding is in an area outside of Levene Neale's expertise or which is beyond Levene Neale's staffing capabilities; (e) preparing and assisting the Debtor in the preparation of reports, applications, pleadings and orders including, but not limited to, applications to employ professionals, interim statements and operating reports, initial filing requirements, schedules and statement of financial affairs, lease pleadings, cash collateral pleadings, financing pleadings, and pleadings with respect to the Debtor's use, sale or lease of property outside the ordinary course of business; (f) representing the Debtor with regard to obtaining use of debtor-in possession financing and/or cash collateral including, but not limited to, negotiating and seeking Bankruptcy Court approval of any debtor in possession financing and/or cash collateral pleading or stipulation and preparing any pleadings relating to obtaining use of debtor-in-possession financing and/or cash collateral; (g) assisting the Debtor in the negotiation, formulation, preparation and confirmation of a plan of reorganization and the preparation and approval of a disclosure statement in respect of the plan; and (h) performing any other services which may be appropriate in Levene Neale's representation of the Debtor during its bankruptcy case. The Debtor has paid to Levene Neale a $25,000 retainer in connection with representing the Debtor, inclusive of the $1,717 filing fee. In addition to the Retainer, Levene Neale will seek Court authority to be paid from the Debtor's estate for any and all fees incurred and expenses advanced by Levene Neale in excess of the Retainer. Kurt Ramlo, Senior Counsel at Levene Neale, declared, to the best of the firm's knowledge, Levene Neale does not hold or represent any 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 an investment banker for any security of the Debtor, or for any other purposes. The firm's counsel will be paid per hour as follows: DAVID W. LEVENE $ 595 DAVID L. NEALE 595 RON BENDER 595 MARTIN J. BRILL 595 TIMOTHY J. YOO 595 GARY E. KLAUSNER 595 EDWARD M. WOLKOWITZ 595 DAVID B. GOLUBCHIK 595 BETH ANN R. YOUNG 575 MONICA Y. KIM 575 DANIEL H. REISS 575 IRVING M. GROSS 575 PHILIP A. GASTEIER 575 KURT RAMLO 575 EVE H. KARASIK 575 TODD A. FREALY 575 JACQUELINE L. JAMES 555 JULIET Y. OH 555 TODD M. ARNOLD 555 CARMELA T. PAGAY 555 ANTHONY A. FRIEDMAN 515 KRIKOR J. MESHEFEJIAN 515 JOHN-PATRICK M. FRITZ 515 LINDSEY L. SMITH 425 JEFFREY KWONG 335 PARAPROFESSIONALS 250 The firm can be reached through: Kurt Ramlo, Esq. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Telephone: (310) 229-1234 Telecopier: (310) 229-1244 About Swing House Rehearsal Swing House Rehearsal and Recording, Inc. dba Swing House Studios filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-24758), on November 8, 2016. The petition was signed by Philip Jaurigui, president and secretary. The case is assigned to Judge Robert N. Kwan. The Debtor is represented by Kurt Ramlo, Esq. and Jeffrey S. Kwong, Esq., at Levene, Neale, Bender, Yoo & Brill L.L.P. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. TRANSMAR COMMODITY: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Transmar Commodity Group Ltd. 200 South Street, 4th Floor Morristown, NJ 07960 Case No.: 16-13625 Type of Business: Distributor of grocery products Chapter 11 Petition Date: December 31, 2016 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's General Counsel: Joseph L. Schwartz, Esq. Tara J. Schellhorn, Esq. Rachel F. Gillen, Esq. RIKER DANZIG SCHERER HYLAND & PERRETTI LLP Headquarters Plaza One Speedwell Avenue Morristown, NJ 07960 Tel: (973) 538-0800 Fax: (973) 538-1984 E-mail: jschwartz@riker.com tschellhorn@riker.com rgillen@riker.com Debtor's Local New York Bankruptcy Counsel: Tracy L. Klestadt, Esq. Joseph C. Corneau, Esq. Christopher J. Reilly, 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: tklestadt@klestadt.com jcorneau@klestadt.com creilly@klestadt.com Debtor's Restructuring Advisor: DELOITTE TRANSACTIONS AND BUSINESS ANALYTICS LLP Debtor's Claims & Noticing Agent: DONLIN, RECANO & COMPANY, INC. Debtor's German Special Counsel: GORG Estimated Assets: $100 million to $500 million Estimated Debts: $100 million to $500 million The petition was signed by Peter G. Johnson, chairman, president and chief executive officer. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. TWENTYEIGHTY INC: S&P Lowers CCR to 'D' After Missed Payment ------------------------------------------------------------ S&P Global Ratings said that it lowered its corporate credit rating on U.S. corporate sales and leadership training solutions provider TwentyEighty Inc. to 'D' from 'CC'. At the same time, S&P lowered its issue-level rating on the company's senior secured debt to 'D' from 'CC'. The recovery rating is '4', indicating S&P's expectation of average (low end of the 30%-50% range) recovery in the event of a payment default. TwentyEighty missed an interest payment due on Dec. 2, 2016, on its $359 million term loan. As of Sept. 30, 2016, the company was operating under an event of default after not achieving certain financial covenants and failing to deliver, in a timely manner, audited financial statements and a financial officer's certificate, which are required under its credit agreement. The 'D' corporate credit and senior secured ratings reflect S&P's expectation that TwentyEighty will not make the interest payment while actively engaged in the debt restructuring process. UCI INT'L: Completes Financial Restructuring, Exits Chapter 11 -------------------------------------------------------------- UCI International, LLC, on Dec. 30, 2016, disclosed that it has completed its financial restructuring and has officially completed its Chapter 11 reorganization. The Company is now owned by its former creditors led by funds and accounts under the management of Blackrock Financial Management, Inc., Credit Suisse Asset Management, LLC, and J.P. Morgan Investment Management, Inc. In conjunction with its emergence, UCI has closed on its new, fully committed, asset-based lending facility provided by Wells Fargo Bank, National Association, Citizens Bank, National Association, and BMO Harris Bank N.A. UCI emerged from the Chapter 11 process after meeting all conditions to the Company's Plan of Reorganization, which was confirmed by the Bankruptcy Court on December 6, 2016. UCI is a holding company for Champion Laboratories, Inc., a provider of automotive and industrial filtration products, ASC Industries, Inc., a provider of vehicle water pumps and Airtex Products, L.P., a provider of automotive and industrial fuel pumps. Greg Noethlich, President and CEO of Champion Laboratories noted that "We have successfully completed our corporate transformation by emerging with a sound capital structure, significantly less debt, and the financial flexibility to continue building our business to deliver better value for our customers. We have completely separated from our prior sister company FRAM and are very excited about our future." Brett McBrayer, President and CEO of ASC and Airtex said, "We thank our dedicated employees, suppliers, customers and other business partners who supported us throughout this process and look forward to continue to grow our business." Alvarez & Marsal, Moelis & Company LLC, and Sidley Austin LLP advised the Company on its restructuring. For more information on the Company’s chapter 11 reorganization visit http://cases.gcginc.com/uci/or call (855) 907-3238. 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. URKARN DIAMOND: Hires Joyce W. Lindauer as Counsel -------------------------------------------------- Gurkarn Diamond Hotel Corporation seeks authorization from the U.S. Bankruptcy Court for the Western District of Texas to employ Joyce W. Lindauer Attorney, PLLC as counsel. In order to effectuate a reorganization, propose a Plan of Reorganization and effectively move forward in its bankruptcy proceeding, the Debtor desires to hire Joyce W. Lindauer Attorney, PLLC as counsel in this matter. The Firm's lawyers who will work on the Debtor's cases and their hourly rates are: Joyce W. Lindauer $350 Sarah M. Cox, Associate $195 Jamie N. Kirk, Associate $195 Jeffrey M. Veteto, Associate $185 Dian Gwinnup, Paralegal $105 The Firm received a retainer of $20,000.00 which included the filing fee of $1,717.00 in connection with this proceeding. The Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Joyce W. Lindauer, Esq., owner of the law practice Joyce W. Lindauer Attorney, PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The Firm may be reached at: Joyce W. Lindauer, Esq. Sarah M. Cox, Esq. Jamie N. Kirk, Esq. Jeffrey M. Veteto, Esq. Joyce W. Lindauer Attorney, PLLC 12720 Hillcrest Road, Suite 625 Dallas, TX 75230 Telephone: (972)503-4033 Facsimile: (972)503-4034 About Gurkarn Diamond Hotel Gurkarn Diamond Hotel Corporation filed a chapter 11 petition (Bankr. W.D. Tex. Case No. 16-70183) on Nov. 14, 2016. The case is assigned to Judge Ronald B. King. The petition was signed by Satinder S. Gill, partner member. The Debtor is represented by Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. VINH PHAT: Hires Murphy Business & Financial as Business Brokers ---------------------------------------------------------------- Vinh Phat Supermarket, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of California to employ Murphy Business and Financial as business brokers for the estate. The Debtor requires Murphy Firm to: a. provide a broker's price opinion; b. prepare the assets for marketing and sale; c. market the Debtor's assets for sale; d. assist the Debtor in closing any asset sale; and e. perform other brokerage services as may be mutually agreed to by the Debtor and the Murphy Firm. The Murphy Firm has agreed to provide the aforementioned services for a flat fee of $1,000 for preparation of the Broker's Price Opinion and related data and analysis,and $500 for preparing the business listing and listing the business assets for sale in public and proprietary databases, marketing the assets, and responding to buyer inquiries. Jerry Tsai, business broker at Murphy Business and Financial, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Murphy Firm may be reached at: Jerry Tsai Murphy Business and Financial 900 Howe Ave, Suite 250 Sacramento, CA 95825 Phone: (916) 801-1893 About Vinh Phat Supermarket Vinh Phat Supermarket, Inc., based in Sacramento, CA, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 16-24672) on July 18, 2016. The petition was signed by Eric Vong, board member/authorized individual. Judge Christopher M. Klein presides over the case. In its petition, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Debtor employs Jamie P. Dreher, Esq., at Downey Brand LLP, as its bankruptcy counsel; and Gonzales & Sisto LLP as its accountant. W.R. GRACE: Bid to Discharge Plum Creek's Claim Granted ------------------------------------------------------- Judge Kevin Gross of the United States Bankruptcy Court for the District of Delaware granted the motion of Reorganized W.R. Grace & Co., et al., to enforce the discharge and injunction of Plum Creek Timber Co.'s claim. W.R. Grace & Co. and its affiliated reorganized debtors mailed the Bar Date Notice to Plum Creek Timber Company, Inc.'s address in Libby, Montana on June 27, 2002, "Current Occupant, 126 Pipe Creek Road, Libby, MT 59923." Plum Creek admitted that its physical and mailing address was the foregoing. Thus, Plum Creek received the Bar Date Notice by mail nine months before the Bar Date. Plum Creek filed proofs of claim with Rust Consulting against Kootenai Development Company and Grace on June 7, 2010, and submitted an amended proof of claim on June 30, 2010. On January 31, 2011, the debtors confirmed and consummated a Plan of Reorganization, effective on February 3, 2014. The Plan provides for a general discharge, a specific discharge of asbestos property damage liabilities and for a related discharge injunction. The debtors moved to enforce the discharge and injunction provisions of the Plan against Plum Creek's claim. Plum Creek argued that it did not receive notice to satisfy due process because there was not scientific certainty as to whether vermiculite could be absorbed into tree bark in its timberlands. Alternatively, Plum Creek argued that its failure to file a timely claim is the result of excusable neglect. Judge Gross found that Plum Creek received sufficient notice to satisfy due process concerns as well as the requirements in the Bankruptcy Rules. The judge noted that in addition to publication notice, Plum Creek had actual notice of its claims. The debtors mailed the Bar Date Notice to every occupant of a property in Libby, and Plum Creek has not disputed its receipt of this notice. Further, Judge Gross noted that an email from Jim Christiansen at the Environmental Protection Agency, sent on February 18, 2003 to Jerry Wolcott of Plum Creek clearly stated the risk of contamination was a serious risk. The judge held that the email together with the Bar Date Notice provided Plum Creek with the incentive it needed to file a proof of claim by the Bar Date. In other words, Plum Creek knew to submit a proof of claim and did not in a timely fashion. Judge Gross also found that Plum Creek lacks a legitimate reason for its delay in filing a claim and that is fatal to its attempt to assert excusable neglect. A full-text copy of Judge Gross' December 28, 2016 opinion is available at http://bankrupt.com/misc/deb01-01139-32812.pdf Reorganized Debtors are represented by: Laura Davis Jones, Esq. James E. O'Neill, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19899‐8705 Tel: (302)652-4100 Fax: (302)652-4400 Email: ljones@pszjlaw.com joneill@pszjlaw.com -- and -- John Donley, Esq. Lisa Esayian, Esq. Ryan Matthew Hehner, Esq. Bryan Vincent Uelk, Esq. KIRKLAND & ELLIS L.L.P. 300 North LaSalle Chicago, IL 60654 Tel: (312)862-2000 Fax: (312)862-2200 Email: john.donley@kirkland.com lisa.esayian@kirkland.com bryan.uelk@kirkland.com -- and -- Roger J. Higgins, Esq. THE LAW OFFICES OF ROGER HIGGINS 111 East Wacker Drive, Suite 2800 Chicago, IL 60601 Tel: (312)666-0431 Email: rhiggins@rogerhigginslaw.com Plum Creek Timber Co. is represented by: Shanti M. Katona, Esq. Jarrett Vine, Esq. POLSINELLI PC 222 Delaware Avenue, Suite 1101 Wilmington, DE 19801 Tel: (302)252-0920 Fax: (302)252-0921 Email: skatona@polsinelli.com jvine@polsinelli.com About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. Grace employs approximately 6,500 people in over 40 countries and had 2012 net sales of $3.2 billion. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). The Debtors are represented by Adam Paul, Esq., and John Donley, P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago, Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Delaware. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. Roger Frankel serves as legal representative for victims of asbestos exposure who may file claims against W.R. Grace. Mr. Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces David Austern, who was appointed to that role in 2004. Mr. Frankel has served as legal counsel for Mr. Austern who passed away in May 2013. The FCR is represented by Orrick Herrington & Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as Delaware co-counsel; and Lincoln Partners Advisors LLC as financial adviser. Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. W.R. Grace defeated four appeals from approval of the Plan. A fifth appeal was by secured bank lenders claiming the right to $185 million of interest at the contractual default rate. Pursuant to a settlement announced in December 2013, lenders are to receive $129 million in settlement of the claim for additional interest. W.R. Grace & Co. and its debtor affiliates notified the U.S. Bankruptcy Court for the District of Delaware that they have satisfied or waived conditions to the occurrence of the effective date of the First Amended Joint Plan of Reorganization co-proposed by the Official Committee of Asbestos Personal Injury Claimants, the Asbestos PI Future Claimants' Representative, and the Official Committee of Equity Security Holders. The effective date of the Plan occurred on Feb. 3, 2014. WERTHAN PACKAGING: Hires Bass Berry as Counsel ---------------------------------------------- Werthan Packaging, Inc., seeks authorization from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Bass, Berry & Sims PLC as counsel to the Debtor and Debtor-in-Possession, nunc pro tunc to December 4, 2016. The Debtor requires Bass, Berry to: a. advise and represent the Debtor during the filing of its case for relief with the Bankruptcy Court and during the subsequent proceedings; b. prepare and file with the Bankruptcy Court all necessary and appropriate documents in connection with the initiation and operation of the Debtor's Chapter 11 Case; and c. assist in any other matters that may arise in connection with the Debtor's Chapter 11 Case. Bass, Berry lawyers who will work on the Debtor's case and their hourly rates are: Paul G. Jennings, Esq. $525 Gene L. Humphreys, Esq. $425 LeAnn Lewis, paralegal $195 On November 18, 2016, the Debtor paid Bass, Berry the amount of $50,000 to be held as a retainer for the payment of prepetition professional fees and expenses incurred and charged by Bass, Berry in its representation of the Debtor. Additionally, through December 4, 2016, Bass, Berry received retainer payments from the Debtor totaling $55,000 with regard to bankruptcy matters. Bass, Berry will also be reimbursed for reasonable out-of-pocket expenses incurred. Paul G. Jennings, Esq., member of the firm of Bass, Berry & Sims PLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Bass, Berry may be reached at: Paul G. Jennings, Esq. Gene L. Humphreys, Esq. Bass, Berry & Sims PLC 150 Third Avenue South, Suite 2800 Nashville, TN 37201 Tel: (615) 742-6200 Fax: (615) 742-6293 E-mail: pjennings@bassberry.com ghumphreys@bassberry.com About Werthan Packaging Werthan Packaging, Inc., based in White House, TN, is a supplier of multiwall paper packaging for the pet food industry. Werthan Packaging filed a Chapter 11 petition (Bankr. M.D. Tenn. Court Case No. 16-08624), on Dec. 4, 2016. The Debtor is represented by Paul G. Jennings, Esq., and Gene L. Humphreys, Esq., at Bass, Berry & Sims PLC of Nashville, Tennessee. On Dec. 8, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. WONDERWORK INC: Files Ch. 11 After Losing to $16M Arbitration Award ------------------------------------------------------------------- WonderWork, Inc., commenced a voluntary case under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-13607) on Dec. 29, 2016, following the issuance of a $16 million final arbitration award in favor of Help Me See, Inc. WonderWork, a charitable organization that provides free surgeries to poor children and adults, said it has been forced to file the petition to allow it to continue its business and protect its assets from seizure while it pursues its appellate remedies in state court. The Debtor estimated liabilities of approximately $26.6 million and assets, including restricted funds of approximately $21.2 million, as of the bankruptcy filing. WonderWork has been engaged in a long-running litigation with Help Me See, Inc., resulting from HMS's termination of a contract. The Debtor commenced an arbitration case for HMS's refusal to pay the severance required under that contract following its termination. On Dec. 21, 2016, the Arbitrator issued a final arbitration award in favor of HMS, inclusive of interest through Nov. 29, 2016, and attorneys' fees and costs. The preliminary arbitration award of $11,124,170 inclusive of interest through Nov. 29, 2016, and costs and disbursements was confirmed by the New York Supreme Court on Dec. 2, 2016. "Enforcement of the Arbitration Award would, for all intents and purposes, put the Debtor out of business," said Brian Mullaney, co-founder and CEO of WonderWork. "The Debtor has many outstanding grants to fund as well as an ongoing program of grant proposals in furtherance of its mission. Enforcing the Arbitration Award would deprive the Debtor of all its unrestricted cash, and render the Debtor unable to repay any of its other obligations including employee salaries, utilities and loan obligations," he added. The Debtor is currently appealing confirmation of the Arbitration Award on the grounds that it violates well-established New York State public policy requiring gifts to a charity to be used for the purposes specified by the donor. According to the Debtor, deviation from those purposes is prohibited without either donor consent or a proceeding in New York Supreme Court, with notice and the opportunity to be heard by the donor and the New York State Attorney General. Because a substantial portion of its assets are restricted funds, and thus can only be used in accordance with the intent and instructions of the respective donors, the Debtor was unable to post a pond for the judgment. The Debtor's request for a discretionary stay was not immediately granted, but was referred to a panel for consideration in early 2017. In order to enable the Debtor to minimize the adverse effects of the commencement of the Chapter 11 case on its ongoing operations, promote a smooth transition into Chapter 11, and facilitate the sale of its assets, the Debtor has requested the authority to maintain its existing bank accounts and business forms. The Chapter 11 case is assigned to Judge Stuart M. Bernstein. Carter Ledyard & Milburn LLP serves as counsel to the Debtor. WonderWork, Inc., formerly known as Surgery for the Poor, Inc., was founded in November 2010 to help provide life-changing surgeries for children and adults who are blind, severely burned or crippled with clubfoot. It has 61 partners in 42 countries. XTERA COMMUNICATIONS: Committee Seeks to Retain BDO USA as Advisor ------------------------------------------------------------------ The Official Committee of Unsecured Creditors appointed in the bankruptcy cases of Xtera Communications, Inc., asks the U.S. Bankruptcy Court for the District of Delaware for authority to retain BDO USA, LLP (BDO) as financial advisor to the Committee, effective as of November 30, 2016. BDO will render professional services to the Committee, including, without limitation: a. analyze the financial operations of the Debtors' pre- and post-petition, as necessary; b. analyze the financial ramifications of any proposed transactions for which the Debtors seek Bankruptcy Court approval including, but not limited to, post-petition financing, sale of all or a portion of the Debtors' assets, retention of management and/or employee incentive and severance plans; c. conduct any requested financial analysis including verifying the material assets and liabilities of the Debtors, as necessary, and their values; d. assist the Committee in its review of monthly statements of operations submitted by the Debtors; e. perform claims analysis for the Committee; f. assist the Committee in its evaluation of cash flow and/or other projections prepared by the Debtors; g. scrutinize cash disbursements on an on-going basis for the period subsequent to the commencement of the Chapter 11 Cases; h. perform forensic investigation services, as requested by the Committee and counsel, regarding pre-petition activities of the Debtors in order to identify potential causes of action, including investigating intercompany transfers, improvements in position, and fraudulent transfers; i. analyze transactions with insiders, related and/or affiliated companies; j. analyze transactions with the Debtors' financing institutions; k. attend meetings of creditors and conference calls with representatives of the creditor groups and their counsel; l. prepare certain valuation analyses of the Debtors' businesses and assets using various professionally accepted methodologies; m. as needed, prepare alternative business projections relating to the valuation of the Debtors' business enterprise; n. monitor the Debtors' sales process, assist the Committee in evaluating sales proposals and alternatives, and attend any auction(s) of the Debtors' assets; o. evaluate financing proposals and alternatives proposed by the Debtors for debtor-in-possession financing, use of cash collateral, exit financing and capital raising supporting any plan of reorganization; p. assist the Committee in its review of the financial aspects of a plan of reorganization or liquidation submitted by the Debtors and perform any related analyses, specifically including liquidation analyses and feasibility analyses and evaluate best exit strategy; q. assist counsel in preparing for any depositions and testimony, as well as prepare for and provide expert testimony at depositions and court hearings, as requested; r. assist counsel in evaluating any tax issues that may arise if necessary; and s. perform other necessary services as the Committee or the Committee's counsel may request from time to time with respect to the financial, business and economic issues that may arise. BDO will bill at its customary hourly billing rates as follows: Partners/Managing Directors $475-$795 per hour Directors/Sr. Managers $375-$550 per hour Managers/Vice Presidents $325-$460 per hour Paraprofessionals $200-$350 per hour Staff $150-$225 per hour David Berliner, a Certified Public Accountant, licensed under the laws of the State of New York, a Certified Insolvency and Restructuring Advisor (CIRA), a Certified Turnaround Professional (CTP), and a partner in the firm of BDO Consulting, a division of BDO USA, LLP, attests that BDO is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, and does not represent or hold any interest adverse to the interests of the Debtors' estates with respect to the matters for which it is to be employed. The firm can be reached through: David Berliner BDO USA, LLP 100 Park Avenue, New York, NY 10017 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. Xtera tapped DLA Piper LLP as legal counsel; Cowen & Company as investment banker; and Epiq Systems Inc. as claims agent. On Nov. 23, 2016, the Office of the U.S. Trustee appointed five creditors to serve on the official committee of unsecured creditors. Lawyers at Bayard P.A., and Lowenstein Sandler LLP serve as counsel to the Committee. HIG Neptune, the Postpetition Lender, is represented by Allen & Overy LLP; and Morris, Nichols, Arsht & Tunnell LLP. Counsel to Wilmington Trust, N.A., the DIP Agent is Kaye Scholer LLP. Counsel to the Prepetition Senior Lender are Levy, Small & Lallas; and Chipman Brown Cicero & Cole, LLP. Counsel to Horizon Technology Finance Corp., the Prepetition Subordinated Lender, is K&L Gates LLP. XTERA COMMUNICATIONS: Committee Seeks to Retain Lowenstein Sandler ------------------------------------------------------------------ The Official Committee of Unsecured Creditors appointed in the bankruptcy cases of Xtera Communications, Inc., asks the U.S. Bankruptcy Court for the District of Delaware for authority to retain Lowenstein Sandler as its counsel to perform legal services relating to the Debtors' Chapter 11 Cases, effective as of November 23, 2016. The professional services that Lowenstein Sandler will provide to the Committee include, but are not limited to: (a) advise the Committee with respect to its rights, duties, and powers in these Chapter 11 Cases; (b) assist and advise the Committee in its consultations with the Debtors relative to the administration of these Chapter 11 Cases; (c) assist the Committee in analyzing the claims of the Debtors' creditors, the Debtors' capital structure and the Debtors' proposed financing; (d) assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors and of the operation of the Debtors' businesses; (e) assist the Committee in its investigation of the liens and claims of the holders of the Debtors' pre-petition debt and the prosecution of any claims or causes of action revealed by such investigation; (f) assist the Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, the assumption or rejection of leases and executory contracts, asset dispositions, financing or other transactions, and the terms of one or more plans of reorganization for the Debtors and accompanying disclosure statements and related plan documents; (g) assist and advise the Committee as to its communications to unsecured creditors regarding significant matters in these Chapter 11 Cases; (h) represent the Committee at hearings and other proceedings; (i) review and analyze applications, motions, statements of operations, and schedules filed with the Court and advise the Committee as to their propriety; (j) assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives in these Chapter 11 Cases, including without limitation, the preparation of retention papers and fee applications for the Committee’s professionals, including Lowenstein Sandler; (k) prepare, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections, or comments in connection with any of the foregoing; and (l) perform other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee’s powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law. Lowenstein Sandler's current hourly rates are: Partners of the Firm $575 - $1,150 Senior Counsel and Counsel (generally 7 or more years' experience) $405 - $700 Associates (generally less than 6 years' experience) $300 - $575 Paralegals and Assistants $115 - $300 David M. Banker, Esq., a partner at Lowenstein Sandler, attests that the firm does not represent any entity having an adverse interest in connection with these Chapter 11 Cases, is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, and does not represent or hold any interest adverse to the interests of the Debtors' estates with respect to the matters for which it is to be employed. The firm can be reached through: David M. Banker, Esq. Lowenstein Sandler, LLP 1251 Avenue of the Americas New York, NY 10020 Tel: 212-262-6700 Fax: 212-262-7402 E-mail: dbanker@lowenstein.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. Xtera tapped DLA Piper LLP as legal counsel; Cowen & Company as investment banker; and Epiq Systems Inc. as claims agent. On Nov. 23, 2016, the Office of the U.S. Trustee appointed five creditors to serve on the official committee of unsecured creditors. Lawyers at Bayard P.A., and Lowenstein Sandler LLP serve as counsel to the Committee. HIG Neptune, the Postpetition Lender, is represented by Allen & Overy LLP; and Morris, Nichols, Arsht & Tunnell LLP. Counsel to Wilmington Trust, N.A., the DIP Agent is Kaye Scholer LLP. Counsel to the Prepetition Senior Lender are Levy, Small & Lallas; and Chipman Brown Cicero & Cole, LLP. Counsel to Horizon Technology Finance Corp., the Prepetition Subordinated Lender, is K&L Gates LLP. XTERA COMMUNICATIONS: Committee to Retain Bayard as Co-Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the bankruptcy cases of Xtera Communications, Inc., asks the U.S. Bankruptcy Court for the District of Delaware for authority to retain Bayard, P.A. as its co-counsel to perform the services in connection with the Debtors' chapter 11 cases, nunc pro tunc to November 23, 2016. The services Bayard has rendered and may be required to render for the Committee, include, without limitation: (a) in conjunction with Lowenstein, providing legal advice where necessary with respect to the Committee's powers and duties and strategic advice on how to accomplish the Committee's goals, bearing in mind that the Court relies on Delaware counsel such as Bayard to be involved in all aspects of the bankruptcy proceedings; (b) drafting, reviewing and commenting on drafts of documents to ensure compliance with local rules, practices, and procedures; (c) assisting and advising the Committee in its consultation with the Debtors and the U.S. Trustee relative to the administration of these cases; (d) drafting, filing, and serving documents as requested by Lowenstein and the Committee; (e) assisting the Committee and Lowenstein, as necessary, in the investigation (including through discovery) of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses, and any other matter relevant to these cases or to the formulation of a plan or plans of reorganization; (f) compiling and coordinating delivery to the Court and the U.S. Trustee information required by the Bankruptcy Code, Bankruptcy Rules, Local Rules, and any applicable U.S. Trustee guidelines and/or requests; (g) appearing in Court and at any meetings of creditors on behalf of the Committee in its capacity as Delaware counsel with Lowenstein; (h) monitoring the case docket and coordinating with Lowenstein and BDO on matters impacting the Committee; (i) participating in calls with the Committee; (j) preparing, updating and distributing critical dates memoranda and working group lists; (k) handling inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of these cases and coordinating with Lowenstein on any necessary responses; and (l) providing additional support to Lowenstein, BDO, and the Committee, as requested, including the drafting and circulation of Committee bylaws and other organizational and/or disclosure documents. The primary attorneys and paralegal that will work on this representation and their respective hourly rates are: (a) Justin R. Alberto $475 per hour (b) Evan T. Miller $450 per hour (c) Gregory J. Flasser $305 per hour (d) Larry Morton (paralegal) $295 per hour Justin R. Alberto, Esq., at Bayard attests that the firm is a "disinterested person," as that term is defined in section 101(14) of the Bankruptcy Code, and neither represents nor holds an interest adverse to the interests of the Committee, the Debtors or their estates with respect to the matters on which Bayard is to be employed. Finally, Bayard will not, while employed by the Committee, represent any other entity having an adverse interest in connection with these cases. The firm can be reached through: Justin R. Alberto, Esq. Director Bayard, P.A. 222 Delaware Avenue, Suite 900 Wilmington, DE 19801 Tel: 302-429-4226 Fax: 302-658-6395 E-mail: jalberto@bayardlaw.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. Xtera tapped DLA Piper LLP as legal counsel; Cowen & Company as investment banker; and Epiq Systems Inc. as claims agent. On Nov. 23, 2016, the Office of the U.S. Trustee appointed five creditors to serve on the official committee of unsecured creditors. Lawyers at Bayard P.A., and Lowenstein Sandler LLP serve as counsel to the Committee. HIG Neptune, the Postpetition Lender, is represented by Allen & Overy LLP; and Morris, Nichols, Arsht & Tunnell LLP. Counsel to Wilmington Trust, N.A., the DIP Agent is Kaye Scholer LLP. Counsel to the Prepetition Senior Lender are Levy, Small & Lallas; and Chipman Brown Cicero & Cole, LLP. Counsel to Horizon Technology Finance Corp., the Prepetition Subordinated Lender, is K&L Gates LLP. 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BDR AVON34 BZ 3,905.5 (336.4) 853.1 AVON PRODUCTS AVP* MM 3,905.5 (336.4) 853.1 AVON PRODUCTS AVP QT 3,905.5 (336.4) 853.1 AVON PRODUCTS AVP US 3,905.5 (336.4) 853.1 AVON PRODUCTS AVP CI 3,905.5 (336.4) 853.1 AVON PRODUCTS AVP GR 3,905.5 (336.4) 853.1 AVON PRODUCTS AVP TH 3,905.5 (336.4) 853.1 AXIM BIOTECHNOLO AXIM US 1.2 (3.2) (3.0) BARRACUDA NETWOR 7BM GR 436.0 (15.8) (23.7) BARRACUDA NETWOR CUDA US 436.0 (15.8) (23.7) BARRACUDA NETWOR CUDAEUR EU 436.0 (15.8) (23.7) BARRACUDA NETWOR 7BM QT 436.0 (15.8) (23.7) BASIC ENERGY SVS BAS US 1,003.0 (152.3) (869.2) BASIC ENERGY SVS B8JN TH 1,003.0 (152.3) (869.2) BASIC ENERGY SVS B8JN GR 1,003.0 (152.3) (869.2) BASIC ENERGY SVS BASEUR EU 1,003.0 (152.3) (869.2) BENEFITFOCUS INC BNFT US 153.4 (35.4) 4.3 BENEFITFOCUS INC BTF GR 153.4 (35.4) 4.3 BLUE BIRD CORP BLBD US 277.9 (87.0) 9.6 BOMBARDIER INC-B BBDBN MM 23,876.0 (3,865.0) 1,686.0 BOMBARDIER-B OLD BBDYB BB 23,876.0 (3,865.0) 1,686.0 BOMBARDIER-B W/I BBD/W CN 23,876.0 (3,865.0) 1,686.0 BRINKER INTL EAT US 1,458.5 (551.1) (251.2) BRINKER INTL BKJ QT 1,458.5 (551.1) (251.2) BRINKER INTL BKJ GR 1,458.5 (551.1) (251.2) BRINKER INTL EAT2EUR EU 1,458.5 (551.1) (251.2) BUFFALO COAL COR BUC SJ 50.0 (20.4) (18.0) BURLINGTON STORE BUI GR 2,688.1 (135.4) 27.2 BURLINGTON STORE BURL* MM 2,688.1 (135.4) 27.2 BURLINGTON STORE BURL US 2,688.1 (135.4) 27.2 CADIZ INC 2ZC GR 59.0 (70.2) (39.7) CADIZ INC CDZI US 59.0 (70.2) (39.7) CAESARS ENTERTAI CZR US 15,351.0 (971.0) (2,334.0) CAESARS ENTERTAI C08 GR 15,351.0 (971.0) (2,334.0) CALIFORNIA RESOU 1CL TH 6,332.0 (493.0) (302.0) CALIFORNIA RESOU 1CLB GR 6,332.0 (493.0) (302.0) CALIFORNIA RESOU CRCEUR EU 6,332.0 (493.0) (302.0) CALIFORNIA RESOU CRC US 6,332.0 (493.0) (302.0) CAMBIUM LEARNING ABCD US 159.5 (65.5) (49.9) CAMPING WORLD-A C83 GR 1,367.5 (354.3) 197.2 CAMPING WORLD-A CWH US 1,367.5 (354.3) 197.2 CAMPING WORLD-A CWHEUR EU 1,367.5 (354.3) 197.2 CARRIZO OIL&GAS CO1 GR 1,420.5 (205.4) (152.2) CARRIZO OIL&GAS CRZOEUR EU 1,420.5 (205.4) (152.2) CARRIZO OIL&GAS CO1 TH 1,420.5 (205.4) (152.2) CARRIZO OIL&GAS CO1 QT 1,420.5 (205.4) (152.2) CARRIZO OIL&GAS CRZO US 1,420.5 (205.4) (152.2) CASELLA WASTE WA3 GR 635.3 (13.9) 2.2 CASELLA WASTE CWST US 635.3 (13.9) 2.2 CEB INC CEB US 1,467.4 (85.8) (123.7) CEB INC FC9 GR 1,467.4 (85.8) (123.7) CHESAPEAKE ENERG CHK US 12,523.0 (932.0) (2,539.0) CHESAPEAKE ENERG CS1 GR 12,523.0 (932.0) (2,539.0) CHESAPEAKE ENERG CS1 TH 12,523.0 (932.0) (2,539.0) CHESAPEAKE ENERG CHK* MM 12,523.0 (932.0) (2,539.0) CHOICE HOTELS CHH US 846.3 (337.4) 113.4 CHOICE HOTELS CZH GR 846.3 (337.4) 113.4 CINCINNATI BELL CBBEUR EU 1,529.9 (194.8) (40.7) CINCINNATI BELL CIB1 GR 1,529.9 (194.8) (40.7) CINCINNATI BELL CBB US 1,529.9 (194.8) (40.7) CLEAR CHANNEL-A CCO US 5,675.6 (995.0) 616.1 CLEAR CHANNEL-A C7C GR 5,675.6 (995.0) 616.1 CLIFFS NATURAL R CVA GR 1,772.9 (1,400.5) 376.1 CLIFFS NATURAL R CVA QT 1,772.9 (1,400.5) 376.1 CLIFFS NATURAL R CLF US 1,772.9 (1,400.5) 376.1 CLIFFS NATURAL R CLF2EUR EU 1,772.9 (1,400.5) 376.1 CLIFFS NATURAL R CVA TH 1,772.9 (1,400.5) 376.1 CLIFFS NATURAL R CLF* MM 1,772.9 (1,400.5) 376.1 COGENT COMMUNICA CCOI US 617.6 (40.5) 140.3 COGENT COMMUNICA OGM1 GR 617.6 (40.5) 140.3 COMMUNICATION 8XC GR 3,217.5 (1,287.0) - COMMUNICATION CSAL US 3,217.5 (1,287.0) - CONTURA ENERGY I CNTE US 827.7 (4.6) 56.6 CPI CARD GROUP I PNT CN 270.7 (89.0) 58.7 CPI CARD GROUP I CPB GR 270.7 (89.0) 58.7 CPI CARD GROUP I PMTS US 270.7 (89.0) 58.7 DELEK LOGISTICS D6L GR 393.2 (14.0) 4.8 DELEK LOGISTICS DKL US 393.2 (14.0) 4.8 DENNY'S CORP DE8 GR 297.7 (53.8) (48.1) DENNY'S CORP DENN US 297.7 (53.8) (48.1) DOMINO'S PIZZA EZV QT 676.6 (1,936.1) 62.1 DOMINO'S PIZZA EZV TH 676.6 (1,936.1) 62.1 DOMINO'S PIZZA DPZ US 676.6 (1,936.1) 62.1 DOMINO'S PIZZA EZV GR 676.6 (1,936.1) 62.1 DUN & BRADSTREET DNB1EUR EU 2,016.9 (1,054.3) (151.7) DUN & BRADSTREET DNB US 2,016.9 (1,054.3) (151.7) DUN & BRADSTREET DB5 TH 2,016.9 (1,054.3) (151.7) DUN & BRADSTREET DB5 GR 2,016.9 (1,054.3) (151.7) DUNKIN' BRANDS G DNKN US 3,145.6 (167.2) 181.6 DUNKIN' BRANDS G 2DB GR 3,145.6 (167.2) 181.6 DUNKIN' BRANDS G DNKNEUR EU 3,145.6 (167.2) 181.6 DUNKIN' BRANDS G 2DB TH 3,145.6 (167.2) 181.6 EASTMAN KODAK CO KODK US 1,981.0 (23.0) 814.0 EASTMAN KODAK CO KODN GR 1,981.0 (23.0) 814.0 ENERGIZER HOLDIN ENR-WEUR EU 1,731.5 (30.0) 356.4 ENERGIZER HOLDIN EGG GR 1,731.5 (30.0) 356.4 ENERGIZER HOLDIN ENR US 1,731.5 (30.0) 356.4 ERIN ENERGY CORP ERN SJ 342.4 (161.2) (255.1) ERIN ENERGY CORP ERN US 342.4 (161.2) (255.1) ERIN ENERGY CORP U8P2 GR 342.4 (161.2) (255.1) FAIRMOUNT SANTRO FM1 GR 1,239.0 (13.3) 284.0 FAIRMOUNT SANTRO FMSAEUR EU 1,239.0 (13.3) 284.0 FAIRMOUNT SANTRO FMSA US 1,239.0 (13.3) 284.0 FAIRPOINT COMMUN FONN GR 1,248.8 (41.0) 11.0 FAIRPOINT COMMUN FRP US 1,248.8 (41.0) 11.0 FERRELLGAS-LP FEG GR 1,667.2 (746.9) (123.1) FERRELLGAS-LP FGP US 1,667.2 (746.9) (123.1) FORESIGHT ENERGY FELP US 1,735.8 (70.0) 55.4 FORESIGHT ENERGY FHR GR 1,735.8 (70.0) 55.4 GAMCO INVESTO-A GBL US 121.3 (199.1) - GARTNER INC IT US 2,277.7 (10.5) (171.5) GARTNER INC GGRA GR 2,277.7 (10.5) (171.5) GCP APPLIED TECH 43G GR 1,061.0 (118.4) 282.5 GCP APPLIED TECH GCP US 1,061.0 (118.4) 282.5 GENESIS HEALTHCA SH11 GR 5,886.6 (771.5) 237.4 GENESIS HEALTHCA GEN US 5,886.6 (771.5) 237.4 GIYANI GOLD CORP GGC NW 1.7 (0.4) (0.5) GOGO INC GOGO US 1,224.2 (18.0) 398.4 GOGO INC G0G GR 1,224.2 (18.0) 398.4 GREEN PLAINS PAR GPP US 88.9 (67.0) 3.5 GREEN PLAINS PAR 8GP GR 88.9 (67.0) 3.5 GUIDANCE SOFTWAR ZTT GR 74.8 (1.1) (20.9) GUIDANCE SOFTWAR GUID US 74.8 (1.1) (20.9) H&R BLOCK INC HRB US 2,082.2 (557.5) 268.6 H&R BLOCK INC HRB TH 2,082.2 (557.5) 268.6 H&R BLOCK INC HRB QT 2,082.2 (557.5) 268.6 H&R BLOCK INC HRB GR 2,082.2 (557.5) 268.6 H&R BLOCK INC HRBEUR EU 2,082.2 (557.5) 268.6 HALOZYME THERAPE RV7 GR 282.5 (12.0) 219.9 HALOZYME THERAPE HALO US 282.5 (12.0) 219.9 HALOZYME THERAPE RV7 QT 282.5 (12.0) 219.9 HALOZYME THERAPE HALOEUR EU 282.5 (12.0) 219.9 HCA HOLDINGS INC HCA US 33,127.0 (6,163.0) 3,688.0 HCA HOLDINGS INC 2BH QT 33,127.0 (6,163.0) 3,688.0 HCA HOLDINGS INC 2BH TH 33,127.0 (6,163.0) 3,688.0 HCA HOLDINGS INC 2BH GR 33,127.0 (6,163.0) 3,688.0 HCA HOLDINGS INC HCAEUR EU 33,127.0 (6,163.0) 3,688.0 HELIX TCS INC HLIX US 4.3 (1.7) (0.9) HOVNANIAN ENT-B HOVVB US 2,379.4 (128.5) 1,291.2 HOVNANIAN-A-WI HOV-W US 2,379.4 (128.5) 1,291.2 HP COMPANY-BDR HPQB34 BZ 29,010.0 (3,889.0) (340.0) HP INC HPQ* MM 29,010.0 (3,889.0) (340.0) HP INC HPQCHF EU 29,010.0 (3,889.0) (340.0) HP INC HPQ CI 29,010.0 (3,889.0) (340.0) HP INC HPQ SW 29,010.0 (3,889.0) (340.0) HP INC HPQ US 29,010.0 (3,889.0) (340.0) HP INC HPQUSD SW 29,010.0 (3,889.0) (340.0) HP INC HWP QT 29,010.0 (3,889.0) (340.0) HP INC HPQ TE 29,010.0 (3,889.0) (340.0) HP INC 7HP TH 29,010.0 (3,889.0) (340.0) HP INC 7HP GR 29,010.0 (3,889.0) (340.0) IBI GROUP INC IBG CN 271.9 (17.5) 41.6 IMMUNOMEDICS INC IM3 GR 40.6 (73.0) 21.8 IMMUNOMEDICS INC IM3 TH 40.6 (73.0) 21.8 IMMUNOMEDICS INC IMMU US 40.6 (73.0) 21.8 INFOR ACQUISIT-A IAC/A CN 233.1 (3.8) 0.6 INFOR ACQUISITIO IAC-U CN 233.1 (3.8) 0.6 INNOVIVA INC HVE GR 370.5 (367.9) 171.2 INNOVIVA INC INVA US 370.5 (367.9) 171.2 INTERNATIONAL WI ITWG US 324.8 (12.0) 99.6 INTERUPS INC ITUP US 0.0 (2.4) (2.4) IRHYTHM TECHNOLO I25 GR 28.7 (14.2) 12.5 IRHYTHM TECHNOLO IRTC US 28.7 (14.2) 12.5 IRHYTHM TECHNOLO IRTCEUR EU 28.7 (14.2) 12.5 JACK IN THE BOX JBX GR 1,348.8 (217.2) (124.2) JACK IN THE BOX JACK1EUR EU 1,348.8 (217.2) (124.2) JACK IN THE BOX JACK US 1,348.8 (217.2) (124.2) JUST ENERGY GROU 1JE GR 1,321.4 (376.8) (289.1) JUST ENERGY GROU JE CN 1,321.4 (376.8) (289.1) JUST ENERGY GROU JE US 1,321.4 (376.8) (289.1) KADMON HOLDINGS KDMN US 86.8 (8.8) 26.1 KADMON HOLDINGS KDF GR 86.8 (8.8) 26.1 KADMON HOLDINGS KDMNEUR EU 86.8 (8.8) 26.1 L BRANDS INC LB* MM 7,663.0 (1,188.0) 879.0 L BRANDS INC LTD GR 7,663.0 (1,188.0) 879.0 L BRANDS INC LBEUR EU 7,663.0 (1,188.0) 879.0 L BRANDS INC LB US 7,663.0 (1,188.0) 879.0 L BRANDS INC LTD TH 7,663.0 (1,188.0) 879.0 L BRANDS INC LTD QT 7,663.0 (1,188.0) 879.0 LANTHEUS HOLDING LNTH US 255.0 (121.2) 71.3 LANTHEUS HOLDING 0L8 GR 255.0 (121.2) 71.3 MADISON-A/NEW-WI MSGN-W US 822.1 (1,080.3) 188.2 MANITOWOC FOOD MFS US 1,817.7 (72.2) 39.5 MANITOWOC FOOD 6M6 GR 1,817.7 (72.2) 39.5 MANITOWOC FOOD MFS1EUR EU 1,817.7 (72.2) 39.5 MANNKIND CORP MNKD IT 96.1 (238.7) (57.2) MCBC HOLDINGS IN 1SG GR 83.5 (1.5) (18.9) MCBC HOLDINGS IN MCFT US 83.5 (1.5) (18.9) MCDONALDS - BDR MCDC34 BZ 32,486.9 (1,624.1) (174.6) MCDONALDS CORP MCDCHF EU 32,486.9 (1,624.1) (174.6) MCDONALDS CORP MCD SW 32,486.9 (1,624.1) (174.6) MCDONALDS CORP MCD CI 32,486.9 (1,624.1) (174.6) MCDONALDS CORP MDO QT 32,486.9 (1,624.1) (174.6) MCDONALDS CORP MCDUSD SW 32,486.9 (1,624.1) (174.6) MCDONALDS CORP MCD* MM 32,486.9 (1,624.1) (174.6) MCDONALDS CORP MDO TH 32,486.9 (1,624.1) (174.6) MCDONALDS CORP MDO GR 32,486.9 (1,624.1) (174.6) MCDONALDS CORP MCD TE 32,486.9 (1,624.1) (174.6) MCDONALDS CORP MCD US 32,486.9 (1,624.1) (174.6) MCDONALDS-CEDEAR MCD AR 32,486.9 (1,624.1) (174.6) MDC COMM-W/I MDZ/W CN 1,642.3 (451.7) (319.2) MDC PARTNERS-A MDCA US 1,642.3 (451.7) (319.2) MDC PARTNERS-A MDCAEUR EU 1,642.3 (451.7) (319.2) MDC PARTNERS-A MD7A GR 1,642.3 (451.7) (319.2) MDC PARTNERS-A MDZ/A CN 1,642.3 (451.7) (319.2) MDC PARTNERS-EXC MDZ/N CN 1,642.3 (451.7) (319.2) MEAD JOHNSON 0MJA GR 4,193.7 (438.7) 1,555.7 MEAD JOHNSON MJNEUR EU 4,193.7 (438.7) 1,555.7 MEAD JOHNSON 0MJA TH 4,193.7 (438.7) 1,555.7 MEAD JOHNSON MJN US 4,193.7 (438.7) 1,555.7 MEDLEY MANAGE-A MDLY US 116.6 (23.4) 35.7 MERITOR INC AID1 GR 2,494.0 (186.0) 148.0 MERITOR INC MTOR US 2,494.0 (186.0) 148.0 MERITOR INC MTOREUR EU 2,494.0 (186.0) 148.0 MERRIMACK PHARMA MP6 QT 118.4 (227.1) 1.3 MERRIMACK PHARMA MACK US 118.4 (227.1) 1.3 MERRIMACK PHARMA MP6 GR 118.4 (227.1) 1.3 MERRIMACK PHARMA MACKEUR EU 118.4 (227.1) 1.3 MICHAELS COS INC MIK US 2,291.5 (1,659.5) 576.1 MICHAELS COS INC MIM GR 2,291.5 (1,659.5) 576.1 MICROBOT MEDICAL CY9B TH 2.1 (2.1) (1.4) MICROBOT MEDICAL STEM1EUR EU 2.1 (2.1) (1.4) MICROBOT MEDICAL CY9C GR 2.1 (2.1) (1.4) MICROBOT MEDICAL MBOT US 2.1 (2.1) (1.4) MIDSTATES PETROL MPO US 695.7 (1,533.1) 1.8 MONEYGRAM INTERN MGI US 4,426.1 (208.5) 2.7 MOODY'S CORP MCOEUR EU 5,019.3 (357.9) 1,614.4 MOODY'S CORP DUT GR 5,019.3 (357.9) 1,614.4 MOODY'S CORP DUT TH 5,019.3 (357.9) 1,614.4 MOODY'S CORP MCO US 5,019.3 (357.9) 1,614.4 MOTOROLA SOLUTIO MTLA TH 8,619.0 (648.0) 1,643.0 MOTOROLA SOLUTIO MOT TE 8,619.0 (648.0) 1,643.0 MOTOROLA SOLUTIO MSI US 8,619.0 (648.0) 1,643.0 MOTOROLA SOLUTIO MTLA GR 8,619.0 (648.0) 1,643.0 MSG NETWORKS- A MSGN US 822.1 (1,080.3) 188.2 MSG NETWORKS- A 1M4 GR 822.1 (1,080.3) 188.2 MSG NETWORKS- A 1M4 TH 822.1 (1,080.3) 188.2 MSG NETWORKS- A MSGNEUR EU 822.1 (1,080.3) 188.2 NANOSTRING TECHN 0F1 GR 102.3 (6.6) 61.9 NANOSTRING TECHN NSTGEUR EU 102.3 (6.6) 61.9 NANOSTRING TECHN NSTG US 102.3 (6.6) 61.9 NATHANS FAMOUS NFA GR 75.6 (67.9) 54.9 NATHANS FAMOUS NATH US 75.6 (67.9) 54.9 NATIONAL CINEMED XWM GR 1,029.8 (181.3) 75.4 NATIONAL CINEMED NCMI US 1,029.8 (181.3) 75.4 NAVIDEA BIOPHARM NAVB IT 11.2 (63.8) (54.3) NAVISTAR INTL IHR QT 5,653.0 (5,293.0) 556.0 NAVISTAR INTL NAV US 5,653.0 (5,293.0) 556.0 NAVISTAR INTL IHR GR 5,653.0 (5,293.0) 556.0 NAVISTAR INTL IHR TH 5,653.0 (5,293.0) 556.0 NEFF CORP-CL A NFO GR 673.2 (150.2) 19.8 NEFF CORP-CL A NEFF US 673.2 (150.2) 19.8 NEKTAR THERAPEUT ITH GR 425.1 (67.9) 206.2 NEKTAR THERAPEUT NKTR US 425.1 (67.9) 206.2 NEW ENG RLTY-LP NEN US 192.7 (30.9) - OCH-ZIFF CAPIT-A OZM US 1,388.3 (251.3) - OCH-ZIFF CAPIT-A 35OA GR 1,388.3 (251.3) - OMEROS CORP 3O8 TH 72.8 (22.8) 44.6 OMEROS CORP 3O8 GR 72.8 (22.8) 44.6 OMEROS CORP OMER US 72.8 (22.8) 44.6 OMEROS CORP OMEREUR EU 72.8 (22.8) 44.6 ONCOMED PHARMACE O0M GR 218.2 (3.2) 157.2 ONCOMED PHARMACE OMED US 218.2 (3.2) 157.2 OPHTH0TECH CORP OPHT US 350.6 (36.6) 289.8 OPHTH0TECH CORP O2T GR 350.6 (36.6) 289.8 PAPA JOHN'S INTL PZZA US 498.8 (2.8) 17.6 PAPA JOHN'S INTL PP1 GR 498.8 (2.8) 17.6 PENN NATL GAMING PN1 GR 5,251.7 (553.9) (199.9) PENN NATL GAMING PENN US 5,251.7 (553.9) (199.9) PHILIP MORRIS IN 4I1 GR 35,577.0 (10,317.0) 2,316.0 PHILIP MORRIS IN 4I1 QT 35,577.0 (10,317.0) 2,316.0 PHILIP MORRIS IN PM FP 35,577.0 (10,317.0) 2,316.0 PHILIP MORRIS IN PM1CHF EU 35,577.0 (10,317.0) 2,316.0 PHILIP MORRIS IN PM US 35,577.0 (10,317.0) 2,316.0 PHILIP MORRIS IN PM1EUR EU 35,577.0 (10,317.0) 2,316.0 PHILIP MORRIS IN PMI SW 35,577.0 (10,317.0) 2,316.0 PHILIP MORRIS IN PMI EB 35,577.0 (10,317.0) 2,316.0 PHILIP MORRIS IN PM1 TE 35,577.0 (10,317.0) 2,316.0 PHILIP MORRIS IN PMI1 IX 35,577.0 (10,317.0) 2,316.0 PHILIP MORRIS IN 4I1 TH 35,577.0 (10,317.0) 2,316.0 PINNACLE ENTERTA PNK US 4,101.2 (356.9) (120.4) PINNACLE ENTERTA 65P GR 4,101.2 (356.9) (120.4) PLY GEM HOLDINGS PG6 GR 1,348.9 (2.9) 310.6 PLY GEM HOLDINGS PGEM US 1,348.9 (2.9) 310.6 QUINTILES IMS HO Q US 4,128.8 (81.9) 1,023.2 QUINTILES IMS HO QTS GR 4,128.8 (81.9) 1,023.2 REATA PHARMACE-A RETA US 101.8 (212.3) 39.8 REATA PHARMACE-A 2R3 GR 101.8 (212.3) 39.8 REGAL ENTERTAI-A RGC* MM 2,477.6 (861.5) (89.0) REGAL ENTERTAI-A RGC US 2,477.6 (861.5) (89.0) REGAL ENTERTAI-A RETA GR 2,477.6 (861.5) (89.0) RESOLUTE ENERGY R21 GR 294.9 (339.1) (16.8) RESOLUTE ENERGY REN US 294.9 (339.1) (16.8) RESOLUTE ENERGY RENEUR EU 294.9 (339.1) (16.8) REVLON INC-A REV US 3,113.7 (559.6) 457.4 REVLON INC-A RVL1 GR 3,113.7 (559.6) 457.4 RUBICON MINERALS RU7 QT 42.9 (152.0) (178.9) RYERSON HOLDING 7RY TH 1,643.3 (33.2) 696.4 RYERSON HOLDING RYI US 1,643.3 (33.2) 696.4 RYERSON HOLDING 7RY GR 1,643.3 (33.2) 696.4 SALLY BEAUTY HOL S7V GR 2,132.1 (276.2) 684.2 SALLY BEAUTY HOL SBH US 2,132.1 (276.2) 684.2 SANCHEZ ENERGY C 13S TH 1,185.1 (761.1) 265.1 SANCHEZ ENERGY C SN US 1,185.1 (761.1) 265.1 SANCHEZ ENERGY C 13S GR 1,185.1 (761.1) 265.1 SANCHEZ ENERGY C SN* MM 1,185.1 (761.1) 265.1 SANDRIDGE ENERGY SDEUR EU 1,886.5 (2,675.5) 585.8 SANDRIDGE ENERGY SA2B GR 1,886.5 (2,675.5) 585.8 SANDRIDGE ENERGY SA2B TH 1,886.5 (2,675.5) 585.8 SANDRIDGE ENERGY SD US 1,886.5 (2,675.5) 585.8 SBA COMM CORP-A SBJ TH 7,915.7 (1,669.1) 119.4 SBA COMM CORP-A SBAC US 7,915.7 (1,669.1) 119.4 SBA COMM CORP-A SBJ GR 7,915.7 (1,669.1) 119.4 SBA COMM CORP-A SBACEUR EU 7,915.7 (1,669.1) 119.4 SCIENTIFIC GAM-A SGMS US 7,376.6 (1,750.0) 417.1 SCIENTIFIC GAM-A TJW GR 7,376.6 (1,750.0) 417.1 SEARS HOLDINGS SEE GR 10,865.0 (3,375.0) 236.0 SEARS HOLDINGS SHLD US 10,865.0 (3,375.0) 236.0 SEARS HOLDINGS SEE TH 10,865.0 (3,375.0) 236.0 SILVER SPRING NE SSNIEUR EU 437.4 (21.3) 19.2 SILVER SPRING NE 9SI GR 437.4 (21.3) 19.2 SILVER SPRING NE SSNI US 437.4 (21.3) 19.2 SILVER SPRING NE 9SI TH 437.4 (21.3) 19.2 SIRIUS XM CANADA XSR CN 304.7 (135.3) (170.2) SIRIUS XM CANADA SIICF US 304.7 (135.3) (170.2) SIRIUS XM HOLDIN RDO TH 8,422.8 (506.5) (1,860.6) SIRIUS XM HOLDIN SIRI US 8,422.8 (506.5) (1,860.6) SIRIUS XM HOLDIN RDO GR 8,422.8 (506.5) (1,860.6) SONIC CORP SO4 GR 660.0 (75.6) 63.0 SONIC CORP SONCEUR EU 660.0 (75.6) 63.0 SONIC CORP SONC US 660.0 (75.6) 63.0 SUPERVALU INC SJ1 TH 4,361.0 (342.0) 141.0 SUPERVALU INC SVU US 4,361.0 (342.0) 141.0 SUPERVALU INC SJ1 GR 4,361.0 (342.0) 141.0 SYNTEL INC SYE GR 1,705.1 (220.7) 97.2 SYNTEL INC SYNT US 1,705.1 (220.7) 97.2 TABULA RASA HEAL TRHC US 73.9 (2.4) (37.0) TABULA RASA HEAL TRHCEUR EU 73.9 (2.4) (37.0) TABULA RASA HEAL 43T GR 73.9 (2.4) (37.0) TAILORED BRANDS TLRD* MM 2,175.1 (77.7) 726.2 TAILORED BRANDS WRMA GR 2,175.1 (77.7) 726.2 TAILORED BRANDS TLRD US 2,175.1 (77.7) 726.2 TAUBMAN CENTERS TU8 GR 4,011.2 (44.8) - TAUBMAN CENTERS TCO US 4,011.2 (44.8) - TRANSDIGM GROUP T7D QT 10,726.3 (651.5) 2,178.1 TRANSDIGM GROUP TDG US 10,726.3 (651.5) 2,178.1 TRANSDIGM GROUP TDGEUR EU 10,726.3 (651.5) 2,178.1 TRANSDIGM GROUP TDGCHF EU 10,726.3 (651.5) 2,178.1 TRANSDIGM GROUP T7D GR 10,726.3 (651.5) 2,178.1 TRANSDIGM GROUP TDG SW 10,726.3 (651.5) 2,178.1 ULTRA PETROLEUM UPLMQ US 1,420.2 (2,895.9) 308.6 ULTRA PETROLEUM UPM GR 1,420.2 (2,895.9) 308.6 ULTRA PETROLEUM UPLEUR EU 1,420.2 (2,895.9) 308.6 UNISYS CORP USY1 GR 2,176.1 (1,258.1) 65.8 UNISYS CORP UIS1 SW 2,176.1 (1,258.1) 65.8 UNISYS CORP UISEUR EU 2,176.1 (1,258.1) 65.8 UNISYS CORP UISCHF EU 2,176.1 (1,258.1) 65.8 UNISYS CORP UIS US 2,176.1 (1,258.1) 65.8 UNISYS CORP USY1 TH 2,176.1 (1,258.1) 65.8 VALVOLINE INC VVV US 1,825.0 (330.0) 330.0 VALVOLINE INC 0V4 GR 1,825.0 (330.0) 330.0 VALVOLINE INC VVVEUR EU 1,825.0 (330.0) 330.0 VALVOLINE INC 0V4 TH 1,825.0 (330.0) 330.0 VECTOR GROUP LTD VGR US 1,464.7 (198.6) 566.4 VECTOR GROUP LTD VGR GR 1,464.7 (198.6) 566.4 VECTOR GROUP LTD VGR QT 1,464.7 (198.6) 566.4 VERISIGN INC VRS GR 2,298.0 (1,169.2) 312.5 VERISIGN INC VRS TH 2,298.0 (1,169.2) 312.5 VERISIGN INC VRS QT 2,298.0 (1,169.2) 312.5 VERISIGN INC VRSN US 2,298.0 (1,169.2) 312.5 VERSUM MATER VSM US 1,043.8 (103.4) 363.7 VERSUM MATER 2V1 TH 1,043.8 (103.4) 363.7 VERSUM MATER 2V1 GR 1,043.8 (103.4) 363.7 VERSUM MATER VSMEUR EU 1,043.8 (103.4) 363.7 WEIGHT WATCHERS WTW US 1,261.4 (1,228.3) (98.6) WEIGHT WATCHERS WW6 QT 1,261.4 (1,228.3) (98.6) WEIGHT WATCHERS WTWEUR EU 1,261.4 (1,228.3) (98.6) WEIGHT WATCHERS WW6 TH 1,261.4 (1,228.3) (98.6) WEIGHT WATCHERS WW6 GR 1,261.4 (1,228.3) (98.6) WEST CORP WSTC US 3,477.3 (491.0) 228.5 WEST CORP WT2 GR 3,477.3 (491.0) 228.5 WESTMORELAND COA WME GR 1,719.7 (581.2) (43.5) WESTMORELAND COA WLB US 1,719.7 (581.2) (43.5) WINGSTOP INC WING US 112.3 (79.9) (4.5) WINGSTOP INC EWG GR 112.3 (79.9) (4.5) WINMARK CORP GBZ GR 43.5 (15.7) 13.5 WINMARK CORP WINA US 43.5 (15.7) 13.5 WYNN RESORTS LTD WYR GR 10,925.9 (64.4) 626.9 WYNN RESORTS LTD WYR TH 10,925.9 (64.4) 626.9 WYNN RESORTS LTD WYNN* MM 10,925.9 (64.4) 626.9 WYNN RESORTS LTD WYNNCHF EU 10,925.9 (64.4) 626.9 WYNN RESORTS LTD WYR QT 10,925.9 (64.4) 626.9 WYNN RESORTS LTD WYNN SW 10,925.9 (64.4) 626.9 WYNN RESORTS LTD WYNN US 10,925.9 (64.4) 626.9 YRC WORLDWIDE IN YRCW US 1,870.6 (342.2) 290.1 YRC WORLDWIDE IN YEL1 GR 1,870.6 (342.2) 290.1 YRC WORLDWIDE IN YRCWEUR EU 1,870.6 (342.2) 290.1 YRC WORLDWIDE IN YEL1 TH 1,870.6 (342.2) 290.1 YUM! BRANDS INC TGR TH 10,432.0 (1,830.0) 1,704.0 YUM! BRANDS INC YUMEUR EU 10,432.0 (1,830.0) 1,704.0 YUM! BRANDS INC TGR QT 10,432.0 (1,830.0) 1,704.0 YUM! BRANDS INC TGR GR 10,432.0 (1,830.0) 1,704.0 YUM! BRANDS INC YUM US 10,432.0 (1,830.0) 1,704.0 YUM! BRANDS INC YUMUSD SW 10,432.0 (1,830.0) 1,704.0 YUM! BRANDS INC YUMCHF EU 10,432.0 (1,830.0) 1,704.0 YUM! BRANDS INC YUM SW 10,432.0 (1,830.0) 1,704.0 ********* 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 2017. 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 ***