/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170113.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, January 13, 2017, Vol. 21, No. 12 Headlines 471 HAWORTH: Taps Gillman & Gillman as Legal Counsel ABC DISPOSAL: Creditors' Panel Hires Casner & Edwards as Counsel ADVANCED SOLIDS: Selling Furniture on Consignment with H. Lancaster ALLIED INJURY: Hires Grobstein Teeple LLP as Accountant AMERICAN APPAREL: Lines Up Buyer for California Plant AMERICAN APPAREL: Sells Brand to Gildan AMERICAN BATH: Moody's Affirms B3 Corp. Family Rating AMIGO HOLDINGS: Moody's Assigns (P)B1 CFR & (P)B1 to GBP250MM Bond APOLLO ENDOSURGERY: Appoints Kent McGaughy as Director APOLLO ENDOSURGERY: CPMG, et al., Hold 7.6% Stake as of Dec. 29 APOLLO ENDOSURGERY: PTV Sciences Holds 38.8% Stake as of Dec. 29 APOLLO ENDOSURGERY: Remeditex Ventures Reports 12.2% Equity Stake ASANDA INC: Case Summary & 13 Unsecured Creditors ATOKA COUNTY HEALTHCARE: Chapter 9 Voluntary Case Summary AUTORAMA ENTERPRISES: Voluntary Chapter 11 Case Summary AVERY LAND: Sale of Equipment to Pay Utica Approved B. PINELLI INC: Case Summary & 13 Largest Unsecured Creditors BAILEY RIDGE: Case Summary & 17 Unsecured Creditors BCDG LP: Committee Taps Schafer and Weiner as Legal Counsel BG PETROLEUM: Has Until Today To File Plan & Disclosure Statement BIOSCRIP INC: Amends Credit Agreement; Obtains New $25-Mil. Loan BIOSCRIP INC: S&P Rates New $25MM Secured Loan CCC+, On CreditWatch BLUE BIRD: Moody's Withdraws Ratings Amid Debt Repayment BONANZA CREEK: Seeks to Conduct Rights Offering BREITBURN ENERGY: Equity Panel Taps Proskauer Rose as Counsel BROADCOM CAYMAN: Moody's Hikes Secured Bank Debt Rating From Ba1 BULEE CAFE: Case Summary & 11 Unsecured Creditors CAL NEVA LODGE: Unknown Recovery for Unsecureds in Creditors' Plan CANNABIS SCIENCE: Inks Collaboration Pact With Dana-Farber Cancer CANNERY CASINO: S&P Discontinues 'B-' CCR After Debt Repayment CAROLINA MOLD: Seeks to Hire Long & Alexander as Accountant CHC GROUP: U.S. Court Permits Affiliate to Commence Cayman Case CHICAGO, IL: Mayor Wins Senate Approval of Pension Bill CHIEFTAIN SAND: Jan. 18 Meeting Set to Form Creditors' Panel CHINA FISHERY: Court Moves Plan Filing Deadline Through March 31 CHINA FISHERY: Proofs of Claim Due Today CHOXI.COM: Debtor, Committee Tap CBIZ as Joint Fin'l Advisors CONGREGATION ACHPRETVIA: Needs Until May 11 to File Plan COSI INC: Seeks Court OK to Deregister Common Stock COTY INC: Younique Deal No Impact on Moody's Ba2 CFR CPI INTERNATIONAL: S&P Affirms 'B' CCR & Revises Outlook to Stable DEVAL CORPORATION: Names Michael Lingerman as Accountant DEXTERA SURGICAL: Sabby Reports 4.4% Equity Stake as of Dec. 31 DIFFUSION PHARMACEUTICALS: 3 Proposals Approved at Special Meeting DIGIPATH INC: Incurs $3.69 Million Net Loss in Fiscal 2016 DIOCESE OF STOCKTON: Court Approves Reorganization Plan EDCON HOLDINGS: Chapter 15 Recognition Hearing Set for January 18 ELEGANZARELLA INC: Hires AOE Law as General Insolvency Counsel EMERALD GRANDE: Voluntary Chapter 11 Case Summary ENUMERAL BIOMEDICAL: Copies of Slide Presentations Filed With SEC ESSENTIAL LIVING Hires Weintraub & Selth as Counsel ESTEEM HOSPICE: Case Summary & 20 Largest Unsecured Creditors ESTERLINE TECHNOLOGIES: Moody's Reviews Ba1 for Downgrade EVOSHIELD LLC: Hires Asbury Law as Special Tax Counsel FINGER LAKES: Case Summary & Unsecured Creditor FIRST ONE HUNDRED: Court Terminates Plan Exclusivity GENON ENERGY: S&P Lowers CCR to 'CCC-'; Outlook Negative GRACIOUS HOME: Seeks to Hire A&G Realty as Real Estate Advisor GYMBOREE CORP: S&P Lowers CCR to 'CC' on Weak Performance HAMPSHIRE GROUP: Committee Taps Gavin as Financial Advisor HAMPSHIRE GROUP: Committee to Hire Pachulski as Legal Counsel HANJIN SHIPPING: Bid to Sell U.S. Assets Underway HEBREW HEALTH: Hires Marcum LLP as Auditors HIGH HOPES FARMS: Hires McGill & Woolery as Counsel HII HOLDING: Moody's Affirms B2 Corp. Family Ratings, Outlook Neg. HOMER CITY: Case Summary & 30 Largest Unsecured Creditors HOMER CITY: Files for Ch. 11 Bankruptcy with Debt-for-Equity Plan HUDSON VALLEY HOSPITALITY: Hires Penachio Malara as Counsel INDRA HOLDINGS: S&P Lowers CCR to 'CCC+' Due to High Leverage INTERPACE DIAGNOSTICS: Empery Asset Has 7.5% Stake as of Jan. 3 INTERPACE DIAGNOSTICS: Sabby No Longer a Shareholder as of Dec. 31 J&A REAL ESTATE: Hearing on Plan Outline Scheduled For Feb. 14 JACK ROSS: Taps Tirena Jones to Prepare Tax Returns LENSAR INC: Hires Epiq as Administrative Advisor LEVEL 8 APPAREL: Seeks to Hire Ruta Soulios as Legal Counsel LIMITED STORES: To Close All 250 Stores MARINA BIOTECH: Presents Clinical Data for FAP Treatment MICHEAL THOMAS: Names Eric Liepins as Counsel MODULAR SPACE: Seeks to Employ Borden Ladner as Canadian Counsel MOSAIC MANAGEMENT: Investor Panel Hires Bast Amron as Counsel MUSCLEPHARM CORP: Settles 'Schwarzenegger' Dispute for $3-Mil. MWM & SONS: Hires Weil Akman Baylin & Coleman as Accountant NEOVIA LOGISTICS: Exchange Offering No Effect on Moody's Caa2 CFR NEW CAL-NEVA LODGE: Unsecureds' Recovery Unknown in Creditors' Plan OLIVE MERGER: Moody's Assigns B3 CFR Post Sale to KKR OPTIMA SPECIALTY: Wants DIP Financing From Optima Acquisitions PBA EXECUTIVES: Fla. Judge Denies Appointment of Ch. 11 Trustee PEACH STATE: Approval of James Baker as Ch. 11 Trustee Sought PLAYPOWER HOLDINGS: S&P Retains 'B' CCR on Planned Acquisition POSIBA INC: Seeks to Hire Smaha Law Group as Legal Counsel PRESTIGE BRANDS: Moody's Confirms B2 CFR Amid CB Fleet Acquisition PRIME SIX: Case Summary & 20 Largest Unsecured Creditors PUERTO RICO: Pension Bondholders Get Second Chance at Day in Court RABBE FARMS: Seeks May 29 Plan Confirmation Extension RAVEN ESTATES: Seeks to Hire Bankruptcy Group as Legal Counsel ROUST CORP: U.S. Trustee Objects to Plan SCOUT MEDIA: Can Sell Assets; Bid Deadline Set for Jan. 15 SIGNAL GENETICS: Special Meeting of Stockholders Set for Feb. 10 SOLID ROCK: Seeks to Hire Davidson Law Firm as Legal Counsel SOTERA WIRELESS: Seeks to Hire Ernst & Young as Auditor STEINY AND COMPANY: Committee Taps Blakeley as Legal Counsel SUNEDISON INC: Needs Until February 27 to File Chapter 11 Plan SUPERIOR LINEN: Court OKs FIFC Premium Finance Agreement TAR HEEL: Ch.11 Trustee to Hire Nelson & Company as Accountant TEMPLE CB: Case Summary & 5 Unsecured Creditors TIBCO SOFTWARE: Loan Repricing No Impact on Moody's Ratings TRANSDIGM INC: Moody's Rates New $1.22BB Loan G Due 2024 'Ba2' TRANSOCEAN INC: S&P Lowers CCR to 'B+' on Industry Weakness TUL INVESTMENTS: Taps Apex Properties as Real Estate Broker UPPER ROOM BIBLE: Taps Accounting Services Unlimited as Accountant VAPOR CORP: Hal Mintz Holds 4.86% Stake as of Dec. 31 VERMILLION INC: Files Copy of Investor Presentation with SEC VERTEX ENERGY: John Thiessen Reports 5.6% Stake as of Nov. 4 VISUALANT INC: Amends Certificate of Designation of Series C Stock VISUALANT INC: Extends CEO Promissory Notes Due Date to March 31 WHEEL AND TIRE: Case Summary & 20 Largest Unsecured Creditors WINDMILL RESERVE: Has Until April 8 to File Plan of Reorganization WINERY AT ELK: Taps Klein & Associates as Legal Counsel ********* 471 HAWORTH: Taps Gillman & Gillman as Legal Counsel ---------------------------------------------------- 471 Haworth Avenue, LLC seeks approval from the U.S. Bankruptcy Court in New Jersey to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Gillman & Gillman, LLC to give legal advice regarding its duties under the Bankruptcy Code, assist in negotiations related to the disposition of its assets, prepare a bankruptcy plan, and provide other legal services. Justin Gillman, Esq., the attorney designated to represent the Debtor, will be paid an hourly rate of $350. Mr. Gillman disclosed in a court filing that the firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Justin M. Gillman, Esq. Gillman & Gillman, LLC 770 Amboy Avenue Edison, NJ 08837 Phone: (732) 661-1664 About 471 Haworth Avenue 471 Haworth Avenue, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 17-10165) on January 4, 2017. The petition was signed by Richard Rotonde, member. The case is assigned to Judge Stacey L. Meisel. At the time of the filing, the Debtor disclosed $2.10 million in assets and $1.46 million in liabilities. ABC DISPOSAL: Creditors' Panel Hires Casner & Edwards as Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of ABC Disposal Services, Inc., et al., seeks authorization from the U.S. Bankruptcy Court for the District of Massachusetts to retain Casner & Edwards, LLP as counsel for the Committee, nunc pro tunc to January 1, 2017. The Committee requires Casner & Edwards to: (a) advise and represent the Committee with respect to proposals and pleadings submitted by the Debtors and others to the Court, including, among others, those concerning the use of cash collateral and debtor-in-possession financing, relief from the automatic stay, and valuation of estate property; (b) advise and represent the Committee with respect to any proposed plan or plans of reorganization, proposed substantive consolidations, and any proposed sales, leases, or uses of estate property; (c) attend hearings, draft pleadings and generally advocate positions that further the interests of creditors represented by the Committee; (d) conduct an examination of the Debtors' affair and review of their operations; (e) advise the Committee as to the progress of these cases; and (f) perform such other professional services as are in the best interests of creditors and the estates consistent with the express and implied authority of the Bankruptcy Code section 1103. Casner & Edwards will be paid at these hourly rates: Michael J. Fencer, partner $500 A. Davis Whitesell, partner $420 David Koha, senior associate $320 Paralegals $150 Subject to Court approval and authorization for payment of fees and expenses, Casner & Edwards has agreed to bill the Committee at a blended hourly rate of $425 for services rendered by attorneys. Casner & Edwards will also be reimbursed for reasonable out-of-pocket expenses incurred. While the Committee and Casner & Edwards may institute a $25,000 per month fee limit again in the future as was followed by Jager Smith, at the present time, and based upon the foreseeable needs of these cases, the Committee has agreed that Casner & Edwards may, subject to Court approval and authorization for payment, bill the Committee in any given month more than the sum of $25,000 for professional fees, plus Casner & Edwards' actual and necessary expenses incurred in such month. Michael J. Fencer, partner of Casner & Edwards, 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. Casner & Edwards can be reached at: Michael J. Fencer, Esq. Casner & Edwards, LLP 303 Congress Street Boston, MA 02210 Tel: (617) 426-5900 Fax: (617) 426-8810 E-mail: fencer@casneredwards.com About ABC Disposal Service ABC Disposal Service, Inc., provides full service waste hauling, disposal and recycling services, and sells, rents and services compaction and baling equipment to a variety of industrial, institutional, commercial and construction related customers. New Bedford Waste owns and operates municipal solid waste and construction and demolition debris transfer stations in New Bedford, Sandwich, and Rochester, Massachusetts which transfer and process residential, commercial, industrial, and institutional and construction wastes under approved state and local government permits and licenses. Solid Waste Services, Inc., is a Massachusetts corporation organized in 1999 to hold an ownership interest in New Bedford Waste. Shawmut Associates and A&L Enterprises are Massachusetts limited liability companies which own and lease real estate to ABC and New Bedford Waste in connection with their operations. ZERO Waste Solutions, LLC, is a Massachusetts limited liability company formed in 2013 for the purposes of developing and operating an advanced mixed waste recycling facility located on Shawmut Associates' Rochester property to process and market recyclable material and then turn unrecyclable material into compact, clean burning, high yield fuel briquettes which have a variety of industrial uses. The principals of the Debtors are Laurinda F. Camara and her children Susan M. Sebastiao, Kenneth J. Camara, Steven A. Camara, and Michael A. Camara. Each of the Principals owns 20% of the stock in ABC. Each of Susan M. Sebastiao, Kenneth J. Camara, Steven A. Camara and Michael A. Camara own a 12.5% interest in New Bedford Waste and a 25% interest in Shawmut Associates, A&L Enterprises, and Solid Waste Services. Solid Waste Services owns the remaining 50% of the membership interests in New Bedford Waste. New Bedford Waste owns 80% of the membership interests in ZERO Waste. ABC Disposal Service, Inc., New Bedford Waste Services, LLC, Solid Waste Services, Inc., Shawmut Associates, LLC, A&L Enterprises, LLC, and ZERO Waste Solutions, LLC each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case Nos. 16-11787 to 16-11792, respectively) on May 11, 2016. The petitions were signed by Michael A. Camara as vice president/CEO. Judge Joan N. Feeney presides over the cases. Murphy & King Professional Corporation serves as the Debtors' counsel. Argus Management Corp. is the Debtors' financial advisor. The Official Committee of Unsecured Creditors tapped Jager Smith P.C. as counsel. ADVANCED SOLIDS: Selling Furniture on Consignment with H. Lancaster ------------------------------------------------------------------- Advanced Solids Control, LLC, asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of personal property pursuant to a Consignment Agreement with H. Lancaster Co. The asset proposed to be sold is personal property described as residential furniture from multiple rental properties the Debtor owns in New Mexico. The real properties are being sold and the furniture must be liquidated. The Debtor believes that the furniture is worth approximately $45,000; the residential furniture is not subject to any liens or claims to creditors. The Debtor proposes to sell the personal property pursuant to a Consignment Agreement with H. Lancaster. Pursuant to the Consignment Agreement, the Debtor is to receive 70% of the gross sales proceeds. The Consignment Agreement is for a term of 90 days (from Jan. 3, 2017), and payment is due to the Debtor within 30 days from the sale of the item(s). The Debtor is requesting that the sale of the furniture pursuant to the Consignment Agreement be free and clear of all liens, claims and encumbrances. The proceeds from the sale will be used by the Debtor in its reorganization efforts/payment of creditors of the Estate. A copy of the Consignment Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Advanced_Solids_30_Sales.pdf The Debtor believes that the proposed sale of the furniture will generate a reasonable value based upon the asset proposed to be sold and its marketability. Accordingly, the Debtor asks the Court to authorize the sale of the personal property free and clear of all liens, claims and encumbrances pursuant to the Consignment Agreement with H. Lancaster. About Advanced Solids Control Advanced Solids Control, LLC, is an oilfield service company specializing in solids control for land-based oil and gas drilling operations. Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 16-52748) on Dec. 2, 2016. The petition was signed by W. Lynn Frazier, managing member. The Debtor estimated assets in the range of $0 to $50,000 and $500,001 to $1,000,000 in debt. The Debtor tapped William R. Davis, Jr., Esq., at Langley & Banack, Inc. as counsel. ALLIED INJURY: Hires Grobstein Teeple LLP as Accountant ------------------------------------------------------- Allied Injury Management, Inc., seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ Grobstein Teeple LLP as accountant. The Debtor requires GT to: a. obtain and evaluate financial records; b. evaluate assets and liabilities of Debtor and Estate; c. assist with financial issues related to the Debtor’s operations; d. preparation of projections and budget-to-actual analysis; e. evaluation of tax and financial issues related to a plan and disclosure statement, if necessary; f. evaluate tax issues related to the Debtor and Estate; g. prepare tax returns; h. provide litigation consulting if required; and i. provide accounting and consulting services requested by the Applicant and his counsel. GT professionals will be paid at these hourly rates: Partners and Directors Kermith Boffill $250 Howard Grobstein $425 Benjamin Howard $350 Alex Rachmanony $325 Kurt Stake $325 Joshua Teeple $375 Managing Consultants Matthew Kaufman $250 Brian Lundeen $235 Steven Roopenian $235 Eddie Shamas $200 Kailey Wright $235 Consultants Ryan Allen $185 Kimberly Bird $95 Jessie Chun $150 Steven Godoy $175 Kevin Meacham $150 Lucia Mier $150 Tracey Muga $175 Jacquelyn Nicoll $95 Brian Siegel $185 Kenneth Solares $165 Administrators Wendi Carranza $100 Monica Pierce $100 Jacqueline Robertson $100 Sheena Skuro $100 GT will also be reimbursed for reasonable out-of-pocket expenses incurred. Howard B. Grobstein, CPA, partner at Grobstein Teeple 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. GT may be reached at: Howard B. Grobstein, CPA Grobstein Teeple LLP 6300 Canoga Avenue, Suite 1500W Woodland Hills, CA 91367 Telephone (818)532-1020 Facsimile (818)532-1120 About Allied Injury Headquartered in San Bernardino, California, Allied Injury Management, Inc., filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 16-14273) on May 11, 2016, estimating assets between $10 million and $50 million and debt between $1 million and $10 million. The petition was signed by John R. Larson, M.D., president. Judge Mark D. Houle presides over the case. Alan W Forsley, Esq., and Marc Liberman, Esq., at Fredman Lieberman Pearl LLP serves as the Debtor's bankruptcy counsel. AMERICAN APPAREL: Lines Up Buyer for California Plant ----------------------------------------------------- Lillian Rizzo, writing for The Wall Street Journal Pro Bankruptcy, reported that American Apparel LLC has lined up a buyer for one of its Southern California manufacturing plants, a deal which could potentially save more than 330 jobs, a company lawyer for American Apparel said. According to the report, the bankrupt retailer has reached a preliminary deal to sell its Garden Grove, Calif., facilities to Broncs Inc., American Apparel lawyer Carl Black said at a hearing in U.S. Bankruptcy Court in Wilmington, Del. The deal, which has yet to close, could be valued at somewhere between $200,000 and $250,000, said Mr. Black, of the Jones Day law firm, the report related. "This would be to restart Garden Grove as a knitting and dying facility, and potentially hire American Apparel employees," the Journal cited Mr. Black as saying. State labor filings indicate that of American Apparel's nearly 3,500 manufacturing employees, the Garden Grove facility employs more than 330, the report further related. Chief Executive Chelsea Grayson told the Journal that there was a lot of competition for the Garden Grove plant but that, "in the end, it was most appropriate to sell it to someone who wanted to keep those jobs, and that's how the deal got baked." "We're continuing to negotiate similar deals for the other facilities," Ms. Grayson further told the Journal. About American Apparel American Apparel Inc. is one of the largest apparel manufacturers in North America, employing 4,700 employees across 3 active manufacturing facilities, one distribution facility and approximately 110 retail stores in the United States. American Apparel and its affiliates filed for chapter 11 protection in October 2015, confirmed a fully consensual plan of reorganization in January 2016, and substantially consummated that plan on Feb. 5, 2016. Unfortunately, the business turnaround plan upon which the Debtors' plan of reorganization was premised failed. American Apparel LLC, along with five of its affiliates, again sought bankruptcy protection (Bankr. D. Del. Lead Case No. 16-12551) on Nov. 14, 2016, with a deal to sell the assets. The petitions were signed by Bennett L. Nussbaum, chief financial officer. As of the bankruptcy filing, the Debtors estimated assets and liabilities in the range of $100 million to $500 million each. As of the Petition Date, the Debtors had outstanding debt in the aggregate principal amount of approximately $215 million under their prepetition credit facility. Additionally, the Debtors have guaranteed one of its United Kingdom subsidiaries' obligations under a $15 million unsecured note due Oct. 15, 2020, court document shows. The Debtors have hired Laura Davis Jones, Esq. and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel; Erin N. Brady, Esq., Scott J. Greenberg, Esq., and Michael J. Cohen, Esq., at Jones Day as co-counsel; Berkeley Research Group, LLC as financial advisors; Houlihan Lokey as investment banker; and Prime Clerk LLC, as claims and noticing agent. An Official Committee of Unsecured Creditors is represented by lawyers at Bayard P.A. and Cooley LLP. AMERICAN APPAREL: Sells Brand to Gildan --------------------------------------- Lillian Rizzo and Anne Steele, writing for The Wall Street Journal Pro Bankruptcy, reported that Gildan Activewear Inc. said it won the court-supervised auction to buy American Apparel LLC's brand and other assets out of bankruptcy for $88 million. According to the report, citing people familiar with the matter, American Apparel attracted multiple bids but the auction action featured a battle between the Canadian manufacturer and YS Garments, which does business as Next Level Apparel. Gildan had set the floor for the auction with a $66 million bid for the brand name and some of the wholesale inventory, the report related. However, Next Level as well as liquidators submitted bids for American Apparel's assets, the report further related. Gildan is buying American Apparel's brand and certain manufacturing equipment, the report said. The company also plans to separately buy inventory from American Apparel while it integrates the brand within its printwear business, the report added. The Journal said the troubled retailer was unable to garner a bid that would keep its more than 100 stores and three manufacturing facilities open. Liquidators such as Great American Group and Tiger Capital Group LLC had teamed up to bid as well, the report added, citing one of the people familiar with the matter. However, the liquidator bids had been rejected, in favor of self-liquidation, the report added. About American Apparel American Apparel Inc. is one of the largest apparel manufacturers in North America, employing 4,700 employees across 3 active manufacturing facilities, one distribution facility and approximately 110 retail stores in the United States. American Apparel and its affiliates filed for chapter 11 protection in October 2015, confirmed a fully consensual plan of reorganization in January 2016, and substantially consummated that plan on Feb. 5, 2016. Unfortunately, the business turnaround plan upon which the Debtors' plan of reorganization was premised failed. American Apparel LLC, along with five of its affiliates, again sought bankruptcy protection (Bankr. D. Del. Lead Case No. 16-12551) on Nov. 14, 2016, with a deal to sell the assets. The petitions were signed by Bennett L. Nussbaum, chief financial officer. As of the bankruptcy filing, the Debtors estimated assets and liabilities in the range of $100 million to $500 million each. As of the Petition Date, the Debtors had outstanding debt in the aggregate principal amount of approximately $215 million under their prepetition credit facility. Additionally, the Debtors have guaranteed one of its United Kingdom subsidiaries' obligations under a $15 million unsecured note due Oct. 15, 2020, court document shows. The Debtors have hired Laura Davis Jones, Esq. and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel; Erin N. Brady, Esq., Scott J. Greenberg, Esq., and Michael J. Cohen, Esq., at Jones Day as co-counsel; Berkeley Research Group, LLC as financial advisors; Houlihan Lokey as investment banker; and Prime Clerk LLC, as claims and noticing agent. The Official Committee of Unsecured Creditors is represented by lawyers at Bayard P.A. and Cooley LLP. AMERICAN BATH: Moody's Affirms B3 Corp. Family Rating ----------------------------------------------------- Moody's Investors Service affirmed the B3 Corporate Family Rating and the B3-PD Probability of Default Rating of American Bath Group, LLC ("ABG"). Moody's also affirmed the B2 rating to ABG's $65 million senior secured revolving credit facility (including $15 million add-on) and $550 million senior secured first lien term loan (including $225 million add-on), and the Caa2 rating to ABG's $160 million senior secured second lien term loan (including $65 million add-on). The rating outlook is stable. The following ratings were affirmed: Corporate Family Rating, affirmed B3; Probability of Default Rating, affirmed B3-PD; $65 million senior secured revolving credit facility (including $15 million add-on), affirmed B2 (LGD3); $550 million senior secured first lien term loan (including $225 million add-on); affirmed B2 (LGD3); $160 million senior secured second lien term loan (including $65 million add-on); affirmed Caa2 (LGD6); The rating outlook is stable. RATINGS RATIONALE "ABG's B3 Corporate Family Rating reflects its market position, national footprint, broad bathware product offerings, and our expectation for strong EBITA margin. The CFR also incorporates ABG's high debt leverage, small revenue base, product and customer concentration, the cyclical nature of its end markets and integration risks. Moody's notes that credit ratings were also based on the limited track record as a combined entity. Since early 2014, ABG has grown through a series of acquisitions. Our ratings also consider the risks associated with the integration of multiple acquisitions into one combined entity and the realization of logistical and procurement savings assumed from its new, larger and national scale," Moody's said. ABG is a major bathware manufacturer serving the U.S. with a national footprint and multiple bathware brand and product offerings. The company has 23 co-located manufacturing and distribution facilities and two standalone distribution centers. Its product material offerings include gelcoat, sheet molded compound, porcelain on steel, acrylic, and solid surface. ABG's national footprint provides logistical benefits with lower freight costs than many of its competitors and allows ABG serve large national retailers and wholesalers. "We note that ABG has product concentration as well as customer concentration. Positively, ABG can provide a complete suite of products across all materials and price points. ABG should gain purchasing power given its larger scale as a result of ABG's recent acquisitions," Moody's said. Moody's said, "Adjusted debt-to-EBITDA is expected to be below 5.5X. ABG is expected to generate free cash flow which will be used to reduce balance sheet debt over time. We anticipate ABG will continue to be acquisitive in the bathware space, utilizing primarily debt capital for funding, which is considered in the rating. "ABG's liquidity is supported by approximately $4 million in cash as of September 30, 2016 and its $65 million senior secured revolving credit facility. We project ABG to be able to cover all working capital and maintenance capex from its funds from operations and modest borrowings under its revolver. We also expect ABG to generate positive free cash flow over the next 12-18 months. Importantly, ABG's liquidity benefits from lack of debt maturities until 2023 when its $550 million first lien term loan matures." The rating could be upgraded once ABG has established a track record consistent with Moody's expectations for operating performance which would be evidenced by growth in revenue, size and scale; adjusted debt-to-EBITDA consistently below 5.0x; adjusted EBITA-to-interest consistently above 2.0x; and, adjusted free cash flow to debt consistently above 5.0%. Alternatively, the rating could be downgraded if ABG experiences market share loss, adjusted debt-to-EBITDA rises above 6.5x, adjusted EBITA-to-interest falls below 1.0x, or adjusted EBITA margin declines closer to 5%. American Bath Group, LLC is a major manufacturer and distributor of bathware products constructed from fiberglass-reinforced plastic, acrylic, sheet molding compound, and enamel steel throughout the United States. For the trailing twelve months ending September 30, 2016, ABG generated over $400 million in revenue. AMIGO HOLDINGS: Moody's Assigns (P)B1 CFR & (P)B1 to GBP250MM Bond ------------------------------------------------------------------ Moody's Investors Service assigned a provisional (P)B1 Corporate Family Rating (CFR) to Amigo Holdings Limited (Amigo), the holding company of the UK-based Amigo group. Moody's has also assigned a (P)B1 rating to the proposed GBP250 million long-term, senior secured bond, to be issued by Amigo Luxembourg S.A., which is backed by the parent, Amigo Holdings Limited. The outlook is stable for both issuers. This is the first time that Moody's has rated Amigo and Amigo Luxembourg S.A.. Moody's issues provisional ratings in advance of the final sale of securities and these ratings reflect Moody's preliminary credit opinion regarding the transaction only. Upon a conclusive review of the final versions of all the documents and legal opinions, Moody's will endeavour to assign definitive corporate family and senior secured ratings. A definitive rating may differ from a provisional rating. The provisional ratings and the stable outlook assigned to Amigo assume a successful issuance of the bond, the removal of Amigo Holdings Limited from the restricted group within 90 days following the issue date and the incorporation of a new holding company, which will be the entity that will produce the consolidated accounts for Amigo Group. Once incorporated, Moody's will transfer the (P)B1 CFR to this new holding company and withdraw the rating assigned to Amigo Holdings Limited. These ratings are contingent upon Amigo's successful completion of a proposed GBP250 million senior secured notes offering and the changes in the restricted group, whereby Amigo will use the proceeds from the bond issuance to repay an existing senior facility agreement and partially repay shareholder loan notes. The remainder of these shareholder loan notes issued by Amigo Holdings Limited will be converted into common equity in the new holding that will be incorporated once Amigo Holdings Limited will be released from the restricted group. Amigo will enter into a new five year GBP57 million super senior revolving credit facility. RATINGS RATIONALE Amigo Group is the leader in the UK market for unsecured guarantor loans, with an estimated 85% share. The guarantor loan is a personal loan where interest and principal repayments are guaranteed by a second individual, typically a family member or a friend of the borrower. Amigo offers only one product, which is a guarantor loan under which individuals are able to borrow between GBP500 and GBP7,500 over a term of between 12 and 60 months at a fixed annual percentage (with the same rate applicable to all borrowers). The CFR of (P)B1 is supported by Amigo's market share and simple business model, strong profitability and liquidity metrics and a supporting ownership structure which shows an alignment of interests between the senior management of the company and its main shareholder. Moody's also sees constraints to the rating resulting from the firm's monoline business model, relatively simple risk management framework, albeit mitigated by a strong compliance culture, and modest asset quality. In addition, regulatory risk is a key concern, but the agency believes the likelihood of a change in the regulatory framework in the unsecured credit market to be very low. The provisional rating also incorporates solid capital levels, despite the reduction following a partial repayment of the shareholder loan, and a comfortable liquidity position post-issuance of the proposed bond. Following the transaction, Amigo's leverage, calculated as Tangible Common Equity (TCE) relative to Tangible Managed Assets (TMA), will remain solid at 31% from 50% at end-September 2016, according to Moody's calculation. Moody's believes that any subsequent improvement would also depend on Amigo maintaining strong profitability and a disciplined underwriting criteria. The proposed funding structure is also expected to improve Amigo's liquidity by providing some diversification in funding and by lengthening the maturity profile of its debt facilities. However, Moody's also notes the concentration in terms of debt maturities, with the GBP57 million new revolving credit facility maturing in five years and the senior secured bond in seven years. Amigo has shown a strong level of profitability significantly higher than that of peers over the last few years, owing to its simple and effective business model, whereby it applies an interest rate typical of near- and subprime clients to customers which generally have a better credit quality because of the presence of the guarantor. This, together with disciplined underwriting criteria, has allowed the company to maintain an impairment rate well below those of its peers in the near-prime lending market. However, Moody's believes that competition could increase over the next few years, driven by the very high margins of the sector and relatively low barriers to entry. Moody's views the absence of a dedicated risk management and internal audit function as a weakness. This is characteristic of many companies of a similar size to Amigo, but the agency takes some comfort from the fact that the firm has an experienced management team and solid compliance culture. The company's focus on compliance and on mitigating conduct risk is evidenced by the way employees are assessed and how Amigo's guaranteed loan product is designed. In addition, the company received its full authorization to operate from the Financial Conduct Authority in June 2016. The authorization allows the company to operate on a permanent basis and indicates that the company's product and processes are in compliance with regulatory standards in relation to consumer protection and welfare. RATIONALE FOR THE STABLE OUTLOOK The outlook on Amigo's provisional ratings is stable, reflecting the company's lengthened maturity profile following the expected successful issuance of the senior secured note and the agency's expectation that Amigo will continue to maintain solid internal capital generation. WHAT COULD CHANGE THE RATINGS UP/DOWN Amigo's CFR could be upgraded because of: (i) an improvement in asset quality metrics, with problem loans falling below 5% of total gross loans; (ii) a strengthening of the risk management framework; and (iii) an enhanced degree of diversification away from the simple guarantor lending model, while maintaining solid credit fundamentals. The firm's rating could be downgraded because of: (i) an unexpected decline in profitability metrics; (ii) a TCE / TMA ratio falling below 14% for a protracted period; and (iii) a loosening of underwriting criteria likely to result in higher credit risk and loan impairments. LIST OF ASSIGNED RATINGS Assignments: Issuer: Amigo Luxembourg S.A. BACKED Senior Secured Regular Bond/Debenture (Foreign Currency), Assigned (P)B1 Outlook Actions: Outlook, assigned Stable Issuer: Amigo Holdings Limited Corporate Family Rating, Assigned (P)B1 Outlook Actions: Outlook, assigned Stable APOLLO ENDOSURGERY: Appoints Kent McGaughy as Director ------------------------------------------------------ Kent R. McGaughy, Jr., was appointed to Apollo Endosurgery, Inc.'s board of directors and was appointed to the Board's Audit Committee on Dec. 29, 2016. In connection therewith, immediately following the closing of the merger among the Company, Lpath Merger Sub, Inc. and Old Apollo, Mr. McGaughy entered into an indemnity agreement with the Company. Mr. McGaughy had served as a member of the board of directors of Old Apollo since 2012. About Apollo Endosurgery, Inc. Apollo Endosurgery, Inc. -- http://www.apolloendo.com/-- is a medical device company focused on less invasive therapies for the treatment of obesity, a condition facing over 500 million people globally, as well as other gastrointestinal disorders. The Company's device based therapies are an alternative to invasive surgical procedures, thus lowering complication rates and reducing total healthcare costs. Apollo's products are offered in over 80 countries. On Dec. 29, 2016, a wholly owned subsidiary of Lpath, Inc. merged with and into Apollo Endosurgery, Inc. resulting in Original Apollo becoming a wholly owned subsidiary of Lpath. At the Effective Time, Lpath effected a name change to "Apollo Endosurgery, Inc." Each share of Original Apollo common stock (after adjusting for the 1-for-5.5 reverse split of common stock effected by the Issuer immediately following consummation of the Merger) was exchanged for 0.31632739 shares of the Issuer's common stock at the Effective Time of the Merger. Lpath reported a net loss of $10.01 million on $1.59 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $16.55 million on $5.08 million of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Lpath had $4.04 million in total assets, $1.35 million in total liabilities and $2.69 million in total stockholders' equity. Moss Adams LLP, in San Diego, California, issued a "going concern" qualification on Lpath's consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses and negative operating cash flows raise substantial doubt about the Company's ability to continue as a going concern. APOLLO ENDOSURGERY: CPMG, et al., Hold 7.6% Stake as of Dec. 29 --------------------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, CPMG, Inc., Kent R. McGaughy, Jr., and James W. Traweek, Jr., disclosed that as of Dec. 29, 2016, they beneficially own 817,804 shares of common stock of Apollo Endosurgery, Inc., representing 7.65 percent of the shares outstanding. A full-text copy of the regulatory filing is available at goo.gl/JdlFpv About Apollo Endosurgery, Inc. Apollo Endosurgery, Inc. -- http://www.apolloendo.com/-- is a medical device company focused on less invasive therapies for the treatment of obesity, a condition facing over 500 million people globally, as well as other gastrointestinal disorders. The Company's device based therapies are an alternative to invasive surgical procedures, thus lowering complication rates and reducing total healthcare costs. Apollo's products are offered in over 80 countries. On Dec. 29, 2016, a wholly owned subsidiary of Lpath, Inc. merged with and into Apollo Endosurgery, Inc. resulting in Original Apollo becoming a wholly owned subsidiary of Lpath. At the Effective Time, Lpath effected a name change to "Apollo Endosurgery, Inc." Each share of Original Apollo common stock (after adjusting for the 1-for-5.5 reverse split of common stock effected by the Issuer immediately following consummation of the Merger) was exchanged for 0.31632739 shares of the Issuer's common stock at the Effective Time of the Merger. Lpath reported a net loss of $10.01 million on $1.59 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $16.55 million on $5.08 million of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Lpath had $4.04 million in total assets, $1.35 million in total liabilities and $2.69 million in total stockholders' equity. Moss Adams LLP, in San Diego, California, issued a "going concern" qualification on Lpath's consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses and negative operating cash flows raise substantial doubt about the Company's ability to continue as a going concern. APOLLO ENDOSURGERY: PTV Sciences Holds 38.8% Stake as of Dec. 29 ---------------------------------------------------------------- In a Schedule 13D filed with the Securities and Exchange Commission, PTV Sciences II, L.P., PTV IV, L.P., PTV Special Opportunities I, L.P., Pinto Technology Ventures GP II, L.P., PTV GP IV, L.P., PTV GP SO I, L.P., Pinto TV GP Company LLC, PTV GP III Management, LLC, Matthew S. Crawford and Rick D. Anderson disclosed that as of Dec. 29, 2016, they beneficially own 4,152,463 shares of common stock of Apollo Endosurgery, Inc., representing 38.8 percent based upon 10,688,992 shares of the Company's common stock outstanding upon consummation of the Merger, as reported by the Issuer. A full-text copy of the regulatory filing is available at goo.gl/JPjcfU About Apollo Endosurgery Apollo Endosurgery, Inc. -- http://www.apolloendo.com/-- is a medical device company focused on less invasive therapies for the treatment of obesity, a condition facing over 500 million people globally, as well as other gastrointestinal disorders. The Company's device based therapies are an alternative to invasive surgical procedures, thus lowering complication rates and reducing total healthcare costs. Apollo's products are offered in over 80 countries. On Dec. 29, 2016, a wholly owned subsidiary of Lpath, Inc. merged with and into Apollo Endosurgery, Inc. resulting in Original Apollo becoming a wholly owned subsidiary of Lpath. At the Effective Time, Lpath effected a name change to "Apollo Endosurgery, Inc." Each share of Original Apollo common stock (after adjusting for the 1-for-5.5 reverse split of common stock effected by the Issuer immediately following consummation of the Merger) was exchanged for 0.31632739 shares of the Issuer's common stock at the Effective Time of the Merger. Lpath reported a net loss of $10.01 million on $1.59 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $16.55 million on $5.08 million of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Lpath had $4.04 million in total assets, $1.35 million in total liabilities and $2.69 million in total stockholders' equity. Moss Adams LLP, in San Diego, California, issued a "going concern" qualification on Lpath's consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses and negative operating cash flows raise substantial doubt about the Company's ability to continue as a going concern. APOLLO ENDOSURGERY: Remeditex Ventures Reports 12.2% Equity Stake ----------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Remeditex Ventures LLC, Malachite Trust and Lyda Hill disclosed that as of Dec. 29, 2016, they beneficially own 1,309,392 shares of common stock of Apollo Endosurgery, Inc., representing 12.2 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: goo.gl/itnvth About Apollo Endosurgery, Inc. Apollo Endosurgery, Inc. -- http://www.apolloendo.com/-- is a medical device company focused on less invasive therapies for the treatment of obesity, a condition facing over 500 million people globally, as well as other gastrointestinal disorders. The Company's device based therapies are an alternative to invasive surgical procedures, thus lowering complication rates and reducing total healthcare costs. Apollo's products are offered in over 80 countries. On Dec. 29, 2016, a wholly owned subsidiary of Lpath, Inc. merged with and into Apollo Endosurgery, Inc. resulting in Original Apollo becoming a wholly owned subsidiary of Lpath. At the Effective Time, Lpath effected a name change to "Apollo Endosurgery, Inc." Each share of Original Apollo common stock (after adjusting for the 1-for-5.5 reverse split of common stock effected by the Issuer immediately following consummation of the Merger) was exchanged for 0.31632739 shares of the Issuer's common stock at the Effective Time of the Merger. Lpath reported a net loss of $10.01 million on $1.59 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $16.55 million on $5.08 million of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Lpath had $4.04 million in total assets, $1.35 million in total liabilities and $2.69 million in total stockholders' equity. Moss Adams LLP, in San Diego, California, issued a "going concern" qualification on Lpath's consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses and negative operating cash flows raise substantial doubt about the Company's ability to continue as a going concern. ASANDA INC: Case Summary & 13 Unsecured Creditors ------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Asanda Inc. 17-10054 598 Broadway New York, NY 10012 Asanda Park Avenue LLC 17-10055 598 Broadway New York, NY 10022 Chapter 11 Petition Date: January 11, 2017 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. James L. Garrity Jr. Debtors' Counsel: Erica Feynman Aisner, Esq. DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP One North Lexington Avenue White Plains, NY 10601 Tel: 914-681-0200 Fax: 914-684-0288 E-mail: erf@ddw-law.com - and - Jonathan S. Pasternak, Esq. DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP One North Lexington Avenue White Plains, NY 10601 Tel: (914) 681-0200 Fax : (914) 684-0288 E-mail: jpasternak@ddw-law.com Estimated Estimated Assets Liabilities ---------- ----------- Asanda Inc. $1M-$10M $1M-$10M Asanda Park Avenue $1M-$10M $1M-$10M The petition was signed by Gene Frisco, managing director. A copy of Asanda Inc.'s list of 13 largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb17-10054.pdf Asanda Park Avenue listed the Law Office of Gerald A. Walter as its unsecured creditor holding a claim of $30,000. A full-text copy of the Debtor's petition is available at: http://bankrupt.com/misc/nysb17-10055.pdf ATOKA COUNTY HEALTHCARE: Chapter 9 Voluntary Case Summary --------------------------------------------------------- Debtor: Atoka County Healthcare Authority PO Box 1107 Atoka, OK 74525 Bankruptcy Case No.: 17-80016 Type of Business: Health Care Chapter 9 Petition Date: January 10, 2017 Court: United States Bankruptcy Court Eastern District of Oklahoma (Okmulgee) Debtor's Counsel: Jeffrey E. Tate, Esq. CHRISTENSEN LAW GROUP, PLLC 3401 N.W. 63rd Street, Suite 600 Oklahoma City, OK 73116 Tel: (405) 232-2020 Fax: (405) 236-1012 E-mail: Jeffrey@christensenlawgroup.com Estimated Assets: $0 to $50,000 Estimated Debts: $10 million to $50 million Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ AT&T $72,711 Atoka Emergency $188,254 Beall Barclay $73,511 CPP Wound Care $49,600 CPSI $95,213 Crowe and Dunlevy $136,556 Diagnostic Lab of Oklahoma $62,401 First Bank $437,718 PO Box 458 Antlers, OK 74523 Internal Revenue Service $570,272 55 N. Robinson Stop 5024 Oklahoma City, OK 73102-9229 Lanak & Hanna $62,858 Legacy Therapy $48,333 Medicare $539,168 Novitas Solutions Attn Appeals Department PO Box 3114 Mechanicsburg, PA 17055-1829 Metzer & Austin $41,834 OK Employment Security $42,083 Okalahoma Tax Commission $139,348 PTR Healthcare Management Solutions, LLC $92,724 RMB Interests $111,173 Trane US Inc. $60,010 USDA Rural Housing Service Personal $6,217,422 Attn: John Redman Property 128 W Ruth Avenue Atoka, OK 74525 Windestream $95,711 AUTORAMA ENTERPRISES: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Autorama Enterprises Inc. fka Autorama Enterprises of Bronx, Inc. 935 Garrison Avenue Bronx, NY 10474 Case No.: 17-22040 Chapter 11 Petition Date: January 11, 2017 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Hon. Robert D. Drain Debtor's Counsel: Arnold Mitchell Greene, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK, P.C. 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6300 Fax: (212) 956-2164 E-mail: amg@robinsonbrog.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Daniel Powers, president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb17-22040.pdf AVERY LAND: Sale of Equipment to Pay Utica Approved --------------------------------------------------- Judge August B. Landis of the U.S. Bankruptcy Court for the District of Nevada authorized Avery Land Group, LLC's sale of equipment and other property to Industrial Assets Corp. and Maynards Industries USA, LLC, for a guaranteed minimum purchase price, who would then auction the equipment to the highest bidder at an auction sale to occur no earlier than mid-January 2017. A hearing on the Motion was held on Jan. 4, 2017 at 1:30 p.m. The sale is free and clear of all claims, liens, interests and encumbrances. On March 6, 2015, Utica entered into the Master Lease Agreement, Riders and Equipment Schedules with Kingman Farms, LLC, and Kingman AG Irrigation, LLC, with respect to the equipment. The Debtor is the successor-in-interest to Kingman Farms. The Utica Lease grants Utica a security interest in the equipment. The Buyer is authorized to pay the purchase price (up to the Debtor's agreed amount) to Utica without further Order of the Court. To the extent that the purchase price exceeds the Debtor's agreed amount ($2,097,178), the Debtor will hold such excess in an escrow until the Debtor's objections to the Utica Claim are resolved by Order of the Court. About Avery Land Group Avery Land Group, LLC, based in Las Vegas, NV, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 16-14995) on Sept. 9, 2016. The case is assigned to Judge August B. Landis. The petition was signed by James M. Rhodes, manager. The Debtor estimated assets at $500,000 to $1 million and liabilities at $1 million to $10 million. The Debtor tapped Brett A. Axelrod, Esq., at Fox Rothschild, LLP, as bankruptcy counsel; and Anne M. Loraditch, Esq., at The Bach Law Firm, LLC as conflicts counsel. No official committee of unsecured creditors has been appointed in the case. B. PINELLI INC: Case Summary & 13 Largest Unsecured Creditors ------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- B. Pinelli, Inc. 17-10037 736 N Broadway East Providence, RI 02914 Pinelli's Realty, Inc. 17-10038 736 N Broadway East Providence, RI 02914 Chapter 11 Petition Date: January 11, 2017 Court: United States Bankruptcy Court District of Rhode Island (Providence) Debtors' Counsel: Peter J. Furness, Esq. RICHARDSON, HARRINGTON & FURNESS 182 Waterman Street Providence, RI 02906 Tel: (401) 273-9600 Fax: (401) 273-9605 Email: peter@rhf-lawri.com Estimated Estimated Assets Liabilities ---------- ----------- B. Pinelli $100K-$500K $500K-$1M Pinelli's Realty $1M-$10M $500K-$1M The petition was signed by William Pinelli, president. A copy of B. Pinelli, Inc.'s list of 13 unsecured creditors is available for free at http://bankrupt.com/misc/rib17-10037.pdf A full-text copy of Pinelli's Realty's petition is available at: http://bankrupt.com/misc/rib17-10038.pdf BAILEY RIDGE: Case Summary & 17 Unsecured Creditors --------------------------------------------------- Debtor: Bailey Ridge Partners LLC 32728 L14 Kingsley, IA 51028 Case No.: 17-00033 Chapter 11 Petition Date: January 11, 2017 Court: United States Bankruptcy Court Northern District of Iowa (Sioux City) Debtor's Counsel: Donald H. Molstad, Esq. MOLSTAD LAW FIRM 701 Pierce St., Ste. 305 Sioux City, IA 51101 Tel: 712-255-8036 E-mail: judylaw308@yahoo.com mlawfirm@yahoo.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Floyd Davis, managing member. A copy of the Debtor's list of 17 unsecured creditors is available for free at: http://bankrupt.com/misc/ianb17-00033.pdf BCDG LP: Committee Taps Schafer and Weiner as Legal Counsel ----------------------------------------------------------- The official committee of unsecured creditors of BCDG, LP seeks approval from the U.S. Bankruptcy Court for the Southern District of Iowa to hire legal counsel. The committee proposes to hire Schafer and Weiner, PLLC to give legal advice regarding its duties under the Bankruptcy Code, analyze claims of creditors, assist in negotiations with the Debtor related to any proposed bankruptcy plan, and provide other legal services. The hourly rates charged by the firm are: Daniel Weiner $465 Michael Baum $465 Howard Borin $385 Joseph Grekin $360 John Stockdale, Jr. $315 Leon Mayer $295 Kim Hillary $300 Jeffery Sattler $265 Shanna Kaminski $265 Jason Weiner $260 Nicholas Marcus $245 Legal Assistant $150 John Stockdale Jr., Esq., disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Schafer and Weiner can be reached through: John Stockdale Jr., Esq. Schafer and Weiner, PLLC 40950 Woodward Avenue, Suite 100 Bloomfield Hills, MI 48304 Phone: 248-540-3340 About BCDG LP BCDG, LP, d/b/a McDonald's, filed a chapter 11 petition (Bankr. S.D. Iowa Case No. 16-02263) on Nov. 18, 2016. The petition was signed by Brown Customer Delight Group, Inc., general partner. The Debtor is represented by Jeffrey D. Goetz, Esq., Chet A. Mellema, Esq., and Krystal R. Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave PC. Eastman & Company serves as its financial advisor The Debtor disclosed total assets at $6.70 million and total liabilities at $15.62 million. The U.S. Trustee for Region 12 appointed an official committee of unsecured creditors on December 16, 2016. The committee is represented by Simmons Perrine Moyer Bergman PLC. BG PETROLEUM: Has Until Today To File Plan & Disclosure Statement ----------------------------------------------------------------- The Hon. Jeffery A. Deller of the U.S. Bankruptcy Court for the Western District of Pennsylvania has extended, at the behest of BG Petroleum, LLC, the deadline to file an amended plan and disclosure statement to Jan. 13, 2017. Nyle and Joan Mellott, Thomas and Ladonna Waters, Clinton D. Simmons, Simmons K. Robert, and Loretta M. Simmons filed an involuntary Chapter 11 petition against Arnold, Maryland-based BG Petroleum, LLC (Bankr. W.D. Pa. Case No. 13-70334) on May 3, 2013. James R. Walsh, Esq., at Spence Custer Saylor Wolfe & Rose serves as the Petitioners' counsel. BIOSCRIP INC: Amends Credit Agreement; Obtains New $25-Mil. Loan ---------------------------------------------------------------- BioScrip, Inc. announced it has entered into an agreement to amend its existing credit agreement, dated July 31, 2013, among the Company, the guarantors, SunTrust Bank as administrative agent, and a syndicate of lenders. Additionally, BioScrip and the guarantors under the existing Credit Agreement announced a new $25 million senior loan facility. The amended Credit Agreement, together with the new senior loan facility, as approved by BioScrip's lenders, includes the following benefits: * $25 million new senior loan facility from existing lenders, providing $19 million in incremental liquidity and a $6 million reduction in existing revolver balances * Revised covenants, under which the Company anticipates full compliance * Revised commitment reduction schedule, which the Company believes it can comfortably manage Additional information is available for free at goo.gl/MRY0ey About Bioscrip Headquartered in Denver, Colo., BioScrip, Inc., is a national provider of home infusion services. The company's clinical management programs and services provide access to prescription medications for patients with chronic and acute healthcare conditions, including gastrointestinal abnormalities, infectious diseases, cancer, pain management, multiple sclerosis, organ transplants, bleeding disorders, rheumatoid arthritis, immune deficiencies and heart failure. As of Sept. 30, 2016, Bioscrip had $595.40 million in total assets, $550.05 million in total liabilities, $2.38 million in series A convertible preferred stock, $67.24 million in series C convertible preferred stock and a total stockholders' deficit of $24.28 million. Bioscrip reported a net loss attributable to common stockholders of $309.51 million in 2015, a net loss attributable to common stockholders of $147.7 million in 2014, and a net loss attributable to common stockholders of $69.65 million in 2013. * * * In November 2016, S&P Global Ratings lowered its corporate credit rating on home infusion services provider BioScrip Inc. to 'CCC' from 'CCC+' and revised the outlook to developing from stable. "The downgrade reflects our belief that the company could face a liquidity event within 12 months if it is unable to rapidly improve profitability; moreover, given the company's lowered guidance, its meaningful EBITDA shortfall in the third quarter, and its pattern of falling short of its expectations, our confidence in the company's ability to execute on its cost-cutting and other strategic initiatives is limited," said credit analyst Elan Nat. In March 2016, Moody's Investors Service downgraded BioScrip's Corporate Family Rating to 'Caa2' from 'Caa1' and Probability of Default Rating to 'Caa2-PD' from 'Caa1-PD'. BIOSCRIP INC: S&P Rates New $25MM Secured Loan CCC+, On CreditWatch ------------------------------------------------------------------- S&P Global Ratings assigned its 'CCC+' issue-level rating to home infusion services provider BioScrip Inc.'s proposed $25 million senior secured credit facility and placed the rating on CreditWatch with negative implications. The recovery rating on this debt is '2', indicating S&P's expectation for substantial (70%-90%, at the lower end of the range) recovery in the event of a payment default. BioScrip has entered into an amendment to its credit agreement that alleviates covenant pressures and allows the company to enter into a Priming Credit Agreement, which provides an additional $25 million in new borrowing commitments. S&P expects the company to use the proceeds to partially pay down amounts on its revolver and for general corporate purposes. While the amendment provides BioScrip with substantial covenant relief, S&P views the improvement to its liquidity position as modest. S&P still sees material uncertainty surrounding the company's ability to generate positive free cash flow. Moreover, S&P expects cash flow deficits to be materially exacerbated following the recent reduction in Medicare reimbursement for certain drug therapies, established in the 21st Century Cures Act. S&P expects BioScrip to discontinue services to certain patients requiring the no-longer-profitable drugs, resulting in a modest reduction (about 3%-4%) to S&P's prior revenue forecasts, as Medicare (excluding Medicare Advantage) represents about 10% of company revenues. Given the substantially stronger gross margins associated with the lost revenues, S&P also now assumes EBITDA margin contraction of about 100 basis points resulting from this reimbursement change. Moreover, S&P believes it may take a few quarters and some one-time costs for BioScrip to discontinue services for these patients and to adjust scheduling and labor planning, leading to substantial free cash flow deficits over the next quarter or two. The 'CCC' corporate credit rating on BioScript remains on CreditWatch, where S&P placed it with negative implications on Dec. 16, 2016. The negative CreditWatch reflects S&P's expectations for a significant escalation in the risk of a near-term default, notwithstanding recent operational improvements. RATINGS LIST BioScrip Inc. Corporate Credit Rating CCC/Watch Neg/-- New Rating BioScrip Inc. $25 Mil. Senior Secured Credit Facility CCC+/Watch Neg Recovery Rating 2L BLUE BIRD: Moody's Withdraws Ratings Amid Debt Repayment -------------------------------------------------------- Moody's Investors Service is withdrawing the credit ratings of Blue Bird Body Company including its B2 corporate family rating and stable outlook following the refinancing of the company's bank debt that included the repayment of the company's rated debt. Ratings withdrawn: Corporate Family Rating, B2 Probability of Default Rating, B2-PD First-lien senior secured revolving credit facility, (B2, LGD3) First-lien senior secured term loan, (B2, LGD-3) Stable outlook withdrawn RATINGS RATIONALE Moody's is withdrawing all of Blue Bird's debt ratings due to the repayment of the company's rated debt. Blue Bird Body Company, headquartered in Fort Valley, Georgia, is one of three principal manufacturers of school buses in the US. For the last twelve month period ended October 1, 2016, the company generated approximately $932 million of revenue. Blue Bird also generates an important source of revenue from the sale of aftermarket parts. American Securities LLC is the controlling shareholder of Blue Bird. BONANZA CREEK: Seeks to Conduct Rights Offering ----------------------------------------------- BankruptcyData.com reported that Bonanza Creek Energy filed with the U.S. Bankruptcy Court a motion for entry of an order approving the rights offering procedure and related forms, authorizing the Debtors to conduct the rights offering in connection with the Debtors' Joint Prepackaged Plan of Reorganization and an order authorizing the Debtors to assume the backstop commitment agreement and pay the backstop obligations. The motion explains, "The Rights Offering and the Backstop Commitment Agreement are critical elements of the restructuring transactions contemplated by the Prepackaged Plan and that certain Restructuring Support and Lock-Up Agreement (the 'Restructuring Support Agreement') dated as of December 23, 2016, by and among the Debtors, NGL Crude Logistics, LLC and its parent, NGL Energy Partners LP, and members of an ad hoc group of holders of the Debtors' 6.75% senior notes due 2021 and 5.75% senior notes due 2023 representing approximately 51% of the Debtors' unsecured noteholders (the 'Ad Hoc Group')... The Restructuring will leave the Debtors' business intact and will substantially delever it by reducing its balance sheet liabilities by more than $850 million. To successfully consummate the Restructuring under the Prepackaged Plan and emerge from these chapter 11 cases well-capitalized and competitive, the Debtors have agreed to launch a $200 million rights offering (the 'Rights Offering'), whereby eligible holders of general unsecured claims have the right to subscribe to purchase their ratable share of $200 million of New Common Stock, which Rights Offering will be backstopped by certain holders of the Unsecured Notes (collectively, the 'Backstop Parties') pursuant to the Backstop Commitment Agreement." About Bonanza Creek Energy Bonanza Creek Energy, Inc. (NYSE: BCEI) -- http://www.bonanzacrk.com/-- is an independent oil and Natural Gas Company engaged in the acquisition, exploration, development and production of onshore oil and associated liquids-rich natural gas in the U.S. The Company's assets and operations are concentrated primarily in the Rocky Mountain region in the Wattenberg Field, focused on the Niobrara and Codell formations, and in southern Arkansas, focused on oily Cotton Valley sands. As of Sept. 30, 2016, Bonanza had $1.22 billion in total assets, $1.13 billion in total liabilities and $84.75 million in total stockholders' equity. On Jan. 4, 2017 Bonanza Creek Energy, Inc., and six affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. Case No. 17-10015). The cases are pending before the Hon. Kevin J. Carey, and the Debtors have requested joint administration of the cases. Davis, Polk & Wardwell LLP is acting as legal counsel, Richards, Layton & Finger, P.A., is acting as co-counsel, Perella Weinberg Partners LP is acting as financial advisor, Alvarez & Marsal LLC is acting as restructuring advisor and Prime Clerk LLC is acting as notice, claims and solicitation agent to the Company in connection with its restructuring efforts. Kirkland & Ellis LLP serves as legal counsel and Evercore Group L.L.C. serves as financial advisor to the ad hoc committee of holders of the Senior Notes. BREITBURN ENERGY: Equity Panel Taps Proskauer Rose as Counsel ------------------------------------------------------------- The statutory committee of equity security holders of Breitburn Energy Partners LP, et al. seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to retain Proskauer Rose LLP as counsel to the Equity Committee, nunc pro tunc to November 21, 2016. The Equity Committee requires Proskauer Rose to: (a) assist, advise and represent the Equity Committee in understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interests of the Debtors' equity security holders; (b) assist, advise and represent the Equity Committee in its consultations with the Debtors regarding the administration of these chapter 11 cases; (c) advise and consult on the conduct of these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11; (d) assist, advise and represent the Equity Committee in analyzing the Debtors' assets and liabilities, participating in and reviewing any proposed asset sales, any asset dispositions, financing arrangements, and postpetition financing or cash collateral stipulations or proceedings; (e) prepare pleadings in connection with these chapter 11 cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to maximizing value for equity security holders; (f) assist, advise and represent the Equity Committee in the evaluation of claims and on any litigation matters; (g) appear before the Court and any appellate courts to represent the interests of the Equity Committee's constituents; (h) assist, advise, and represent the Equity Committee in its participation in the negotiation, formulation, and drafting of a chapter 11 plan, including any tax implications resulting thereof; (i) attend meetings and negotiate with representatives of the Debtors and other parties in interest; and (j) perform all other necessary legal services for the Equity Committee in connection with the prosecution of these chapter 11 cases. Proskauer Rose will be paid at these hourly rates: Partners $925-$1,475 Senior Counsel $925-$1,125 Associates $495-$1,025 Paraprofessionals $210-$425 Proskauer Rose will also be reimbursed for reasonable out-of-pocket expenses incurred. Philip M. Abelson, member of Proskauer Rose, 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. Proskauer Rose also intends to make a reasonable effort to comply with the U.S. Trustee's requests for information and additional disclosures as set forth in the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. section 330 by Attorneys in Larger Chapter 11 Cases Effective As of November 1, 2013 (the "Revised UST Guidelines"), both in connection with this application and the interim and final fee applications to be filed by Proskauer in these chapter 11 cases. The following is provided in response to the request for additional information set forth in Paragraph D.1. of the Revised UST Guidelines: -- Proskauer Rose and the Equity Committee have not agreed to any variations from, or alternatives to, Proskauer's standard billing arrangements for this engagement. -- Proskauer Rose did not represent the Equity Committee in the 12 months prepetition. Prior to its engagement by the Equity Committee, Proskauer represented a small set of the Debtors' equity security holders in their efforts to have a statutory equity committee appointed. Those individuals, two of whom are members of the Equity Committee, are: Thomas Boyd, Jayaraman Ganesan, Meena Ganesan, Mark Grandusky, Bill Jung, Donald Knight, John Myrick, Jeff Pies, and Rodger R. Stelter. -- Proskauer Rose is in the process of developing a prospective budget and staffing plan for the Equity Committee's review and approval. Furthermore, Proskauer understands that the Equity Committee, along with the U.S. Trustee, will maintain active oversight of Proskauer's billing practices. The Court will hold a hearing on the application on February 23, 2017, at 10:00 a.m. Objections, if any, are due on February 16, 2017 at 4:00 p.m. Proskauer Rose can be reached at: Martin J. Bienenstock, Esq. Philip M. Abelson, Esq. Vincent Indelicato, Esq. PROSKAUER ROSE LLP Eleven Times Square New York, NY 10036 Tel: (212) 969-3000 Fax: (212) 969-2900 About Breitburn Energy Breitburn Energy Partners LP and 21 of its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 16-11390) on May 15, 2016, listing assets of $4.71 billion and liabilities of $3.41 billion. Breitburn Energy et al., are an independent oil and gas Partnership engaged in the acquisition, exploitation and development of oil and natural gas properties, Midstream Assets, and a combination of ethane, propane, butane and natural gasoline that when removed from natural gas become liquid under various levels of higher pressure and lower temperature, in the United States. The Debtors conduct their operations through Breitburn Parent's wholly-owned subsidiary, Breitburn Operating LP, and BOLP's general partner, Breitburn Operating GP LLC. The U.S. trustee for Region 2 appointed three creditors of Breitburn Energy Partners LP and its affiliates to serve on the official committee of unsecured creditors, and on Nov. 15, the U.S. Trustee appointed seven creditors of Breitburn Energy Partners LP and its affiliated debtors to serve on the official committee of unsecured creditors. BROADCOM CAYMAN: Moody's Hikes Secured Bank Debt Rating From Ba1 ---------------------------------------------------------------- Moody's Investors Service rated Broadcom Cayman Finance Ltd.'s new Senior Unsecured Notes ("Senior Notes") at Baa2 and upgraded Broadcom Cayman's 2016 Revolving Credit Facility ("Revolver"), 2016 Credit Agreement Term A Loan facility ("Term Loan A"), and 2016 Credit Agreement Term B-3 Loan ("Term Loan B") ratings to Baa2. Broadcom Cayman's rating outlook is stable. The upgrade follows completion of the integration of Broadcom Corp., acquired on February 1, and the company's recently announced leverage target of 2x debt to EBITDA (Broadcom Cayman adjusted) with a financial policy in which shareholder returns will provided through a regular dividend. The Broadcom Corp. acquisition more than doubled the company's revenue base, making it among the five largest semiconductor companies in the world. The company has also announced an increase in the company's long run operating margin (Broadcom Cayman adjusted) target to 45% from 40%. Given these developments, Moody's expects the company to follow a more conservative financial policy and expect future acquisitions to result in only temporary increases in leverage of no more than 1x EBITDA. Moreover, given Broadcom Cayman's history of successful large acquisition integrations, including those of LSI Corp. (2014) and Broadcom Corp (2016), Moody's believes that the company will also integrate Brocade Communications Systems, Inc. ("Brocade") without material operational disruption and will capture the anticipated costs synergies. The upgrade to the debt assumes that Broadcom Cayman will use the proceeds of the Senior Notes to repay all of the Term Loan B and repay a large portion of Term Loan A. With the repayment of the Term Loan B, the collateral backing the Revolver and Term Loan A will be released, and the guarantee structure will be amended, resulting in an unsecured pari passu debt capital structure, with the Senior Notes, Revolver, and Term Loan A ranking equally. Moody's plans to withdraw the rating on the Term Loan B following repayment. Broadcom Cayman's parent, Broadcom Ltd., has agreed to acquire Brocade for $12.75 per share or about $5.5 billion in an all-cash transaction. Closing is expected in the second half of Broadcom Cayman's fiscal year, which ends approximately October 31st. Future borrowing to complete the acquisition of Brocade will increase Broadcom Cayman's leverage to about 3x debt to EBITDA (Moody's adjusted, proforma) at closing, but Moody's expects steady deleveraging to follow as cost synergies are obtained and debt is repaid. The acquisition provides important strategic benefits, as Brocade's fibre channel switching hardware and software complements Broadcom Cayman's existing fibre channel storage connectivity products, providing Broadcom Cayman with a more complete product line for the enterprise storage market. Broadcom Cayman intends to divest Brocade's IP Networking business, since this business does not fit with Broadcom Cayman's broader strategy. RATINGS RATIONALE Broadcom Cayman's Baa2 senior unsecured rating reflects the company's considerable scale in revenues as one of the five largest semiconductor companies in the world and Moody's expectation that the company will pursue a more conservative financial policy following the completion of the Brocade acquisition. The rating also reflects Broadcom Cayman's scale in research and development and leading market positions in several product areas, including RF filters for smartphones and connectivity chipsets. Moreover, the diversified end markets, with a broad portfolio of products serving the wireless communications, wireless infrastructure, enterprise storage and industrial end markets, and the fab-lite operating model provides stability to revenue and free cash flow over time. The stable outlook reflects Moody's expectation that Broadcom Cayman will successfully integrate Brocade without material business disruption and will achieve most of the anticipated cost synergies of the acquisition and retain the synergies obtained on the Broadcom Corp acquisition. Based on this, Moody's expects that leverage will improve following closing in late fiscal 2017, with debt to EBITDA (Moody's adjusted) declining to toward 2.5x during calendar year 2018. The ratings could be upgraded if the company demonstrates clear evidence of a successful integration and establishes a track record of adherence to a conservative financial policy. Moody's would also expect leverage sustained at less than 2x debt to EBITDA (Moody's adjusted). The ratings could be pressured if the integration leads to material operational disruption or if the company engages in large share repurchases prior to meaningful deleveraging. Moreover, if Moody's expects leverage to remain above 3x debt to EBITDA (Moody's adjusted), the rating could be downgraded. Broadcom Cayman maintains very good liquidity. This liquidity includes a cash balance that Moody's expects will be maintained above $1 billion, solid free cash flow, which Moody's expects will exceed $2.5 billion over the next year, and nearly full availability ($500 million) under the Revolver, which matures February 2021. Upgrades: Issuer: Broadcom Cayman Finance Ltd. Senior Secured Bank Credit Facility (Foreign Currency), Upgraded to Baa2 from Ba1 Assignments: Issuer: Broadcom Cayman Finance Ltd. Senior Unsecured Regular Bond/Debenture (Foreign Currency), Assigned Baa2 Outlook Actions: Issuer: Broadcom Cayman Finance Ltd. Outlook, Changed To Stable From Positive Withdrawals: Issuer: Broadcom Cayman Finance Ltd. Probability of Default Rating, Withdrawn , previously rated Ba1-PD Speculative Grade Liquidity Rating, Withdrawn , previously rated SGL-1 Corporate Family Rating, Withdrawn , previously rated Ba1 Senior Secured Bank Credit Facility (Foreign Currency), Withdrawn , previously rated a range of LGD3, 48 % Broadcom Cayman Finance Ltd., co-headquartered in San Jose, California and Singapore, designs, develops, manufactures and sells a broad array of analog/mixed-signal semiconductor components for wireless communications, storage, wired infrastructure, and industrial and automotive electronics. Brocade Communications Systems, Inc., based in San Jose, California, is a leading provider of storage area network equipment and a niche provider of data area network equipment. BULEE CAFE: Case Summary & 11 Unsecured Creditors ------------------------------------------------- Debtor: Bulee Cafe, Ltd. dba Sarah's Artisanal Kitchen 270 Madison Ave New York, NY 10016 Case No.: 17-40127 Chapter 11 Petition Date: January 11, 2017 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Nancy Hershey Lord Debtor's Counsel: John C Kim, Esq. THE LAW OFFICE OF JOHN C. KIM, P.C. 163-10 Northern Boulevard, Suite 201 Flushing, NY 11358 Tel: (718) 539-1100 Fax: 718 539-1717 E-mail: johnckim1@gmail.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Yong Won Bu, president. A copy of the Debtor's list of 11 unsecured creditors is available for free at http://bankrupt.com/misc/nyeb17-40127.pdf CAL NEVA LODGE: Unknown Recovery for Unsecureds in Creditors' Plan ------------------------------------------------------------------ Leslie P. Busick, Paul Jameson, David Marriner, Michael and Sharon Dixon, Charles and Judith Munnerslyn, Anthony Zabit, and Paul and Evy Paye, filed with the U.S. Bankruptcy Court for the District of Nevada a disclosure statement and plan of reorganization for Cal Neva Lodge, LLC. Class 1 consists of the Allowed Claims of Unsecured Creditors. The allowed claims will bear interest prior to the effective date at the rate specified in their individual contracts, or if no rate is specified, according to Nevada Law. The undisputed portion of the claim will be paid on the Effective Date. The portion of the claim that is disputed will be maintained in a trust account established by Suntoro including interest as determined by the Bankruptcy Court for a period of 6 months, and will be paid once the claim is an Allowed Claim following the Claim Objection Procedure. The Plan will be funded by new financing from Suntoro sufficient to pay all creditors in full. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/neb16-51281-11.pdf About Cal Neva Lodge Cal Neva Lodge, LLC initially filed a Chapter 11 bankruptcy petition (Bankr. N.D. Cal. Case No. 16-10514) on June 10, 2016. The case was subsequently transferred to the U.S. Bankruptcy Court for the District of Nevada on October 13, 2016, and assigned Case No. 16-51281. On October 25, 2016, the case was reassigned to Judge Gregg W. Zive. Jeffer Mangles Butler & Mitchell LLC represents the Debtor as general counsel. In its petition, the Debtor estimated $50 million to $100,000 million in assets and $10 million to $50 million in liabilities. The petition was signed by William T. Criswell, president. CANNABIS SCIENCE: Inks Collaboration Pact With Dana-Farber Cancer ----------------------------------------------------------------- Cannabis Science, Inc., entered into a collaborative research agreement with Dana-Farber Cancer Institute, Inc., a Massachusetts not-for-profit corporation, having its principal offices at 450 Brookline Avenue, Boston, MA 02215. Pursuant to the Agreement the Institute has developed know-how and expertise in the treatment of cancer and the Company would like to collaborate with the Institute to develop and investigate the use of Cannabinoids to cure various cancers and obtain from the Institute data and certain rights to inventions that are developed during research funded by the Company. To the degree that the Project is successful, it is contemplated that Research Results will be expeditiously disseminated to the public through joint publications. Authorship will be based on contributions to the Project, in accordance with academic standards and customs, and proper acknowledgment for each party's contribution will be made in any presentation or publication reporting Research Results. Each Party has disclosed and will retain ownership of their respective intellectual property. All rights, title and interest in and to any Inventions conceived and reduced to practice jointly by the Company and the Institute hereby will be jointly owned by the Company and the Institute. Patent applications with respect to Joint Inventions will be filed according to the provisions of the agreement. The term of the Agreement is for one year. In consideration for this Agreement and performance of the Research, the Company has paid the Institute US$201,656. Each Party will have the right to seek additional third party funding for the Research and in the case of the Company, for commercialization of all Inventions derived as a result of the Agreement and both parties shall mutually agree on the terms and conditions (outside of the terms of the Agreement) for any third party research funding. Correction In a press release issued on Jan. 6, 2017, the Company incorrectly referenced the entity Dana-Faber / Harvard Cancer Center (DF/HCC) with whom it had signed the Agreement. Dana-Farber Cancer Institute, Inc. is the correct entity the Company has signed the agreement with and that is working collaboratively with the Company. About Cannabis Cannabis Science, Inc., was incorporated under the laws of the State of Colorado, on Feb. 29, 1996, as Patriot Holdings, Inc. On Aug. 26, 1999, the Company changed its name to National Healthcare Technology, Inc. On June 6, 2007, the Company changed its name from National Healthcare Technology, Inc., to Brighton Oil & Gas, Inc., and converted to a Nevada corporation. On March 25, 2008 the Company changed its name to Gulf Onshore, Inc. On April 6, 2009, the Company changed its name to Cannabis Science, Inc., and obtained a new CUSIP number. Cannabis is at the forefront of medical marijuana research and development. The Company works with world authorities on phytocannabinoid science targeting critical illnesses, and adheres to scientific methodologies to develop, produce, and commercialize phytocannabinoid-based pharmaceutical products. In sum, the Company is dedicated to the creation of cannabis-based medicines, both with and without psychoactive properties, to treat disease and the symptoms of disease, as well as for general health maintenance. The Company reported a net comprehensive loss of $18.6 million in 2015, following a net comprehensive loss of $16.9 million in 2014. As of Sept. 30, 2016, Cannabis had $1.08 million in total assets, $5.42 million in total liabilities and a total stockholders' deficit of $4.34 million. Turner, Stone & Company, L.L.P., Certified Public Accountants, issued a "going concern" opinion on the Company's consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations since inception, has a working capital deficiency and will need to raise additional capital to fund its business operations and plans. Furthermore, there is no assurance that any capital raise will be sufficient to complete the Company's business plans. These conditions raise substantial doubt about its ability to continue as a going concern, the auditors said. CANNERY CASINO: S&P Discontinues 'B-' CCR After Debt Repayment -------------------------------------------------------------- S&P Global Ratings said it discontinued its 'B-' corporate credit rating on Cannery Casino Resorts LLC following the completion of the sale of its remaining two gaming assets to Boyd Gaming Corp. "At the same time, we also discontinued our 'B' and 'CCC' issue-level ratings on the first-lien revolver and second-lien term loan, respectively, which have been fully repaid with proceeds from the sale of its remaining assets," said S&P Global Ratings credit analyst Stephen Pagano. CAROLINA MOLD: Seeks to Hire Long & Alexander as Accountant ----------------------------------------------------------- Carolina Mold & Machining, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to hire an accountant. The Debtor proposes to hire Long & Alexander, PLLC to prepare its tax returns, revise budgets and other financial documents, and provide other accounting services related to its Chapter 11 case. Chuck Long, a certified public accountant employed with Long & Alexander, will be paid an hourly rate of $150 for his services while the firm's staff will be paid $60 per hour. Mr. Long disclosed in a court filing that he does not hold any interest adverse to the Debtor or its bankruptcy estate. Long & Alexander can be reached through: Chuck Long Long & Alexander, PLLC 445 Dolley Madison Road, Suite 106 Greensboro, NC 27410 The Debtor is represented by: Dirk W. Siegmund, Esq. Ivey, McClellan, Gatton & Siegmund P.O. Box 3324 Greensboro, NC 27402 Tel: 336-274-4658 About Carolina Mold & Machining Carolina Mold & Machining, Inc. is in the business of tool and die machining, repairs and maintenance to such equipment and machinery. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-10001) on January 1, 2017. The petition was signed by Rodney Marion, president. At the time of the filing, the Debtor disclosed $660,978 in assets and $1.48 million in liabilities. CHC GROUP: U.S. Court Permits Affiliate to Commence Cayman Case --------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court issued an order approving CHC Group's motion for entry of an order authorizing a Debtor affiliate to commence a foreign and ancillary proceeding in the Cayman Islands with respect to CHC Parent's estate. As previously reported, "As a result of CHC's global operations and the anticipated need to pursue ancillary proceedings in foreign jurisdictions to effectuate the Debtors' reorganization, the Debtors sought and received an order authorizing CHC Parent to act as foreign representative on behalf of the Debtors' estates in any 'foreign jurisdiction in which the Debtors determine it is necessary to commence an ancillary proceeding.'... The use of a provisional liquidation within a winding-up proceeding is a common means of implementing a cross-border restructuring in the Cayman Islands. Pursuant to recent Cayman Islands case law, it appears that CHC Parent cannot petition for its own winding up. In the circumstances, to enable CHC Parent to seek relief before the Cayman Court to assist with the implementation of the chapter 11 plan, it is intended that an intercompany creditor of CHC Parent will commence the winding-up proceeding, after which CHC Parent (acting by its directors) will apply for the appointment of joint provisional liquidators within the creditor-commenced proceeding." About CHC Group Ltd. Headquartered in Irving, Texas, CHC Group Ltd. (OTC PINK: HELIQ) is a global commercial helicopter services company primarily servicing the offshore oil and gas industry. CHC maintains bases on six continents with major operations in the North Sea, Brazil, Australia, and several locations across Africa, Eastern Europe, and South East Asia. CHC maintains a fleet of 230 medium and heavy helicopters, 67 of which are owned by it and the remainder are leased from various third-party lessors. CHC Group Ltd. and 42 of its wholly-owned subsidiaries each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-31854) on May 5, 2016. The Debtors hired Weil, Gotshal & Manges LLP as counsel, Debevoise & Plimpton LLP as special aircraft counsel, PJT Partners LP as investment banker, Seabury Corporate Advisors LLC as financial advisor, CDG Group, LLC, as restructuring advisor, and Kurtzman Carson Consultants LLC as claims and noticing agent. The Office of the U.S. Trustee on May 13, 2016, appointed five creditors of CHC Group Ltd. to serve on the official committee of unsecured creditors. The Creditors Committee's attorneys are Marcus A. Helt, Esq., and Mark C. Moore, at Gardere Wynne Sewell LLP, and Douglas H. Mannal, Esq., Gregory A. Horowitz, Esq., and Anupama Yerramalli, Esq., at Kramer Levin Naftalis & Frankel LLP. Angelo, Gordon & Co. and Cross Ocean Partners, which either hold claims or manage funds and accounts that hold claims against the Debtors' estates arising on account of the 9.25% Senior Secured Notes due 2020 issued under the Indenture, dated as of Oct. 4, 2010, by and among CHC Helicopter S.A., as issuer, each of the guarantors named therein, HSBC Corporate Trustee Company (UK) Limited, as collateral agent, and the Bank of New York Mellon, as indenture trustee, are represented by Jones Day. CHICAGO, IL: Mayor Wins Senate Approval of Pension Bill ------------------------------------------------------- The American Bankruptcy Institute, citing Hal Dardick of Chicago Tribune, reported that the Illinois Senate on Jan. 9, 2016, easily approved Mayor Rahm Emanuel's plan to shore up two city worker pension funds, but the measure faces an uncertain future now that it's headed to a skeptical Gov. Bruce Rauner. According to the report, the mayor's bill is aimed at preventing retirement systems for municipal workers and laborers from going broke in about a decade. The two funds are a combined $21 billion short of what's needed to pay out future benefits, and the plan relies on newly hired employees paying more toward their retirement, the report said. The House approved the bill 91-16 in December, and on Jan. 9 the Senate followed suit, 41-0. But the Rauner administration, which is seeking a broader deal to cut costs in state worker pension systems, responded the same day by throwing some cold water on the plan, the report related. "The governor cannot support this bill without real pension reform that protects taxpayers," Rauner spokeswoman Catherine Kelly said in a statement, the report further related. The Chicago Tribune said the clock is on Rauner's side as the current General Assembly is in its final days, and the new legislature with many different members will be sworn in Jan. 11. If the governor waits to veto or tweak the bill until the current session is over, the bill would die because the new legislature wouldn't have the authority to try to overturn him, the report said. * * * The Troubled Company Reporter, on March 18, 2016, reported that Moody's Investors Service has affirmed the 'Ba1' rating on $7.8 billion of the City of Chicago's general obligation (GO) bonds. Moody's has also affirmed the Ba1 rating on $417 million of outstanding sales tax debt and $263 million of outstanding and authorized motor fuel tax debt. The outlook on all ratings remains negative. The 'Ba1' rating on Chicago's GO debt balances a large, diverse and recovering economic base with outsized and growing leverage. The rating also incorporates significant steps the city is taking to stabilize fiscal operations, while recognizing that the actions taken to date are insufficient to halt the escalation of pension debt over time. The future trajectory of the city's combined debt and pension burden will depend on revenue growth and plan asset performance, both of which remain uncertain over an extended period. The 'Ba1' ratings on Chicago's sales tax and motor fuel tax debt reflect the absence of legal segregation of pledged revenue from the general operations of the city. This lack of separation caps the ratings at the city's GO rating, despite healthy debt service coverage by pledged revenue. CHIEFTAIN SAND: Jan. 18 Meeting Set to Form Creditors' Panel ------------------------------------------------------------ Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on Jan. 18, 2017, at 10:00 a.m. in the bankruptcy case of Chieftain Sand and Proppant, LLC, et al. The meeting will be held at: The Delaware Bar Association 405 N. King Street Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Chieftain Sand and Proppant Chieftain Sand and Proppant, LLC, is a privately-owned producer of hydraulic fracturing sand ("Frac Sand"), a monocrystalline sand used as a proppant (a solid material, typically sand, designed to keep an induced hydraulic fracture open) to enhance oil and gas product recovery in petroleum-rich unconventional shale deposits. Frac Sand is known as a "proppant" because it props the fractures open by forming a network of pore spaces that allow petroleum fluids to flow out of the rock and into the well. Chieftain Sand and Proppant, LLC and affiliate Chieftain Sand and Proppant Barron, LLC, sought Chapter 11 protection (Bankr. D. Del. Proposed Lead Case No. 17-10064) on Jan. 9, 2017. Judge Kevin Gross is assigned the cases. The Debtors have hired Gibbons P.C. as counsel, Eisner Amper LLP as financial advisor, Tudor Pickering Holt Co. as investment bankers, and Donlin, Recano & Company, Inc., as claims and noticing agent. CHINA FISHERY: Court Moves Plan Filing Deadline Through March 31 ---------------------------------------------------------------- Judge James L. Garrity, Jr. of the U.S. Bankruptcy Court for the Southern District of New York extended the exclusive periods during which only Pacific Andes Resources Development Limited, China Fishery Group Limited (Cayman) and certain of their affiliated debtors may file a chapter 11 plan and solicit acceptances, specifically, extending the exclusive periods through and including March 31, 2017 and May 31, 2017, respectively. The Troubled Company Reporter had earlier reported that the Debtors said William Brandt, the Chapter 11 Trustee for CFG Peru Singapore, had expressed his support for an extension while he still works to assess and stabilize the Peruvian businesses. The Trustee had specifically requested that the Debtors hold off on their own independent efforts to develop and communicate a chapter 11 plan term sheet and business plan. The Debtors related that prior to the appointment of the Chapter 11 Trustee, the Debtors and their professionals were prepared to propose a framework for a restructuring and to provide their creditors and interest holders with a term sheet, and then meet with various creditor constituencies within the week of November 14. However, immediately after his appointment, the Chapter 11 Trustee conveyed his strong preference for the Debtors and Pacific Andes Resources Development Limited to suspend work on the term sheet and or related business plan in order to allow him time to assess the situation and take such other actions as he deemed necessary prior to commencement of restructuring negotiations. About China Fishery Group China Fishery Group Limited (Cayman) and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-11895) on June 30, 2016. The petition was signed by Ng Puay Yee, chief executive officer. The case is assigned to Judge James L. Garrity Jr. At the time of the filing, the Debtor estimated its assets at $500 million to $1 billion and debts at $10 million to $50 million. Howard B. Kleinberg, Esq., Edward J. LoBello, Esq. and Jil Mazer-Marino, Esq. of Meyer, Suozzi, English & Klein, P.C. serve as legal counsel. The Debtor has tapped Goldin Associates, LLC, as financial advisor and RSR Consulting LLC as restructuring consultant. On November 10, 2016, William Brandt, Jr. was appointed as Chapter 11 trustee of CFG Peru Investments Pte. Limited (Singapore). Chapter 11 Trustee employs Skadden Arps Slate Meagher & Flom LLP as counsel and Hogan Lovells US LLP as special counsel to the Trustee. CHINA FISHERY: Proofs of Claim Due Today ---------------------------------------- Person or entity and governmental units have until today, Jan. 13, 2017, at 5:00 p.m. to file proofs of claim against China Fishery Group Limited and its debtor-affiliates. All claims must be filed either electronically by authorized users of the electronic case filing system of the U.S. Bankruptcy Court for the Southern District of New York or by delivery of the original proof of claim at: U.S. Bankruptcy Court for the Southern District of New York Office of the Clerk One, Bowling Green New York, NY 10004-1408 For further details, to obtain a copy of the bar date order or the proof of claim form, contact counsel for the Debtors: Meyer, Souzzi, English & Klein PC 990 Stewart Avenue, Suite 300 PO Box 9194 Garden City, NY 11530-9194 Attn: Michael Kwiatkowski, Esq. Tel: (516) 592-5731 Email: mkwiatkowski@msek.com About China Fishery Group China Fishery Group Limited (Cayman) and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-11895) on June 30, 2016. The petition was signed by Ng Puay Yee, chief executive officer. The case is assigned to Judge James L. Garrity Jr. At the time of the filing, the Debtor estimated its assets at $500 million to $1 billion and debts at $10 million to $50 million. Howard B. Kleinberg, Esq., Edward J. LoBello, Esq. and Jil Mazer-Marino, Esq. of Meyer, Suozzi, English & Klein, P.C. serve as legal counsel. The Debtor has tapped Goldin Associates, LLC, as financial advisor and RSR Consulting LLC as restructuring consultant. On November 10, 2016, William Brandt, Jr. was appointed as Chapter 11 trustee of CFG Peru Investments Pte. Limited (Singapore). Chapter 11 Trustee employs Skadden Arps Slate Meagher & Flom LLP as counsel and Hogan Lovells US LLP as special counsel to the Trustee. CHOXI.COM: Debtor, Committee Tap CBIZ as Joint Fin'l Advisors ------------------------------------------------------------- Choxi.com, together with the Official Committee of Unsecured Creditors appointed in the Debtor's Chapter 11 case, seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ CBIZ Valuation Group, LLC as joint financial advisors to the Debtor and the Committee, nunc pro tunc to December 14, 2016. The Debtor and Committee require CVG to: a. participate in meetings, whether in-person or telephonically, with the Debtor, the Committee, and/or their respective counsel, as requested; b. monitor the Debtor's activities regarding cash expenditures and general business operations subsequent to the filing of the petition under Chapter 11; c. manage or assist with any investigation into the pre-petition acts, conduct, transfers property, liabilities and financial condition of the Debtor, its management, or creditors, including the operation of the Debtor's businesses; d. analyze transactions with vendors, insiders, related and/or affiliated entities, subsequent and prior to the date of the filing of the petition under Chapter 11; e. assist the Debtor, the Committee, or their respective counsel in any litigation proceedings against insiders and other potential adversaries; f. reconstruct, if necessary, the Debtor's books and records prior to the Petition Date; g. assist in the sales/licensing process as requested; h. assist the Debtor with the preparation of monthly operating statements and other schedules, as required by the local rules of the Court, and the United States Trustee’s guidelines; i. assist the Debtor with the preparation and filing of outstanding federal, state and local tax returns; j. perform any other services that the Debtor or the Committee may deem necessary in our role as financial advisors to the Debtor and the Committee, or that may be requested by their respective counsel. CVG will be paid at these hourly rates: Directors and Managing Directors $425-$775 Managers and Senior Managers $370-$450 Senior Associates and Staff $175-$370 Blanche Zelmanovich, managing director of CBIZ Accounting Tax and Advisory of New York, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. CVG can be reached at: Blanche Zelmanovich CBIZ Accounting Tax and Advisory of New York, LLC 1065 Avenue of the Americas New York, NY 10018 Phone: 212-790-5869 E-mail: BZelmanovich@cbiz.com About Choxi.com Choxi.com, Inc. operates an online store. It sells apparel, beauty products, handbags, shoes, and accessories for women and men; bath products, bedding products, kitchen products, and rugs; electronics; jewelry; products for kids; and lifestyle products. Choxi.com, Inc. was formerly known as Nomorerack.com, Inc. The company was founded in 2010 and is based in New York, New York. On November 10, 2016, an involuntary petition for liquidation under Chapter 7 was filed against Choxi.com, Inc. in the U.S. Bankruptcy Court for the Southern District of New York. In answer to the involuntary Chapter 7 petition, Choxi.com filed a voluntary Chapter 11 petition on December 5, 2016. Choxi.com is represented by Tracy L. Klestadt, Esq. at Klestadt, Winters, Jureller, Southard & Stevens, LLP William K. Harrington, U.S. Trustee for Region 2, on Dec. 15 appointed three creditors of Choxi.com, Inc., to serve on the official committee of unsecured creditors. The committee members are Shamrock Industries, LLC, Elite Brands, Inc., Pearl Enterprises, LLC. CONGREGATION ACHPRETVIA: Needs Until May 11 to File Plan -------------------------------------------------------- Congregation Achpretvia Tal Chaim Sharhayu Shor, I asks the U.S. Bankruptcy Court for the Southern District of New York to extend the time within which only the Debtor may file a plan of reorganization and solicit acceptances with respect to such plan through and including May 11, 2017 and July 9, 2017, respectively. The Debtor owns the real property and improvements located at 163 East 69th Street, New York, NY. The Debtor relates that 163 East 69 Realty LLC commenced an action against the Debtor, seeking specific performance directing the Debtor to commence an action in the Supreme Court of the State of New York for authorization from the Supreme Court and the New York State Attorney General to sell the Property pursuant to the Prepetition Contract. However, the Prepetition Contract has neither been approved by the Supreme Court nor by the Office of the New York State Attorney General. The Debtor also relates that since the its previous motion to extend the Exclusive Periods, the Debtor and 163 East 69 Realty have agreed to resolve the 163 East 69 Realty's motion to dismiss by remanding the State Court Action to the Supreme Court. Consequently, the Debtor continues to litigate the enforceability of the Prepetition Contract in the Supreme Court and is currently opposing a motion for partial summary judgment filed by 163 East 69 Realty. In the meantime, the Debtor tells the Court that it has signed a term sheet with a prospective DIP Lender and is in the process of negotiating the financing loan agreements and proposed financing orders, the proceeds of the which will be used to (a) fund the maintenance and preservation of the Debtor's Property, which includes, insurance for the Property, maintenance costs associated with the Property, (b) pay other administrative expenses, and (c) pay holders of allowed claims in connection with a proposed plan. Accordingly, the Debtor submits good cause exists to extend the Exclusive Periods to provide the Debtor with sufficient time to obtain DIP financing and formulate a plan without having to wait for the outcome of the State Court Action. The Debtor believes that the requested extensions will promote the orderly reorganization of the Debtor without the need to devote unnecessary time, money and energy to defending against or responding to a competing plan. A hearing to consider the Debtor's Motion will be held on February 8, 2017 at 10:00 a.m. About Congregation Achpretvia Congregation Achpretvia Tal Chaim Sharhayu Shor, Inc., in Brooklyn, New York, filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-10092) on Jan. 15, 2016. The petition was signed by Harold Friedlander, vice president. Judge Michael E. Wiles presides over the case. Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese & Gluck P.C., serves as the Debtor's counsel. The Congregation listed total assets of $18 million and total liabilities of $472,502. COSI INC: Seeks Court OK to Deregister Common Stock --------------------------------------------------- Cosi, Inc., filed with the Bankruptcy Court a motion requesting the Court to issue an order authorizing the Company to deregister its common stock under Section 12 of the Securities Exchange Act of 1934, as amended. The Company said there is no value to the Debtors' estate in continuing to maintain the Company's status as a publicly-traded company and, further, that deregistration will serve to afford the Debtors' estates significant cost savings which they would otherwise incur in connection with applicable reporting and compliance requirements of the Security and Exchange Commission. The Court has scheduled a hearing on the Motion to take place on Feb. 15, 2017, at 10:00 a.m. (Eastern). The hearing is before the Honorable Melvin S. Hoffman, Chief United States Bankruptcy Judge, at the United Sates Bankrutpcy Court located at Courtroom No. 2, 12th Floor of the John W. McCormack Post Office and Courthouse, 5 Post Office Square, Boston, Massachusetts. The deadline to object and/or respond to the Motion is Feb. 1, 2017, at 4:30 p.m. (Eastern). About Cosi Cosi, Inc. is an international fast-casual restaurant company featuring its crackly-crust flatbread made fresh throughout the day and specializing in a variety of made-to-order hot and cold sandwiches, salads, bowls, breakfast wraps, "Squagels" (square bagels), melts, soups, flatbread pizzas, S'mores, snacks, deserts and a large offering of handcrafted, coffee-based, and specialty beverages. Cosi prides itself on using the best ingredients, including foods containing high quality proteins, and products devoid of high-fructose corn-syrup and preservatives and additives. Cosi, the parent company of all the Debtors, was first established in New York in 1996 and incorporated in Delaware in 1998. In 2002, Cosi became publicly traded company on the Nasdaq exchange under the symbol "COSI". Cosi, Inc., and its affiliated debtors filed Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 16-13704-MSH) on Sept. 28, 2016. The cases are assigned to Judge Melvin S. Hoffman. Prior to the Petition Date, the Debtors had 72 debtor-owned locations and 35 franchised locations and employed 1,555 people. The Debtors tapped Joseph H. Baldiga, Esq. and Paul W. Carey, Esq., at Mirick, O'Connell, DeMallie & Lougee, LLP, as counsel, and The O'Connor Group as their financial consultant. Randy Kominsky of Alliance for Financial Growth, Inc., has been tapped as chief restructuring officer to the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors composed of: Robert J. Dourney, Honor S. Heath of Nstar Electric Company, and Paul Filtzer of SRI EIGHT 399 Boylston. The Creditors Committee is represented by Lee Harrington, Esq., at Nixon Peabody LLP. Deloitte Financial Advisory Services LLP serves as financial advisor for the Committee. COTY INC: Younique Deal No Impact on Moody's Ba2 CFR ---------------------------------------------------- Moody's Investors Service commented that Coty Inc.'s partial acquisition of Younique LLC for $600 million is credit negative. However, there is no effect on Coty's current Ba1 Corporate Family Rating. The rating outlook is stable. Coty Inc., headquartered in New York City, is a manufacturer and marketer of fragrance, color cosmetics, and skin and body care products. The company's products are sold in over 130 countries. The company completed the acquisition of Hypermarcas S.A.'s personal care and beauty business in February 2016. It closed acquisition of certain Procter & Gamble beauty business assets on October 1, 2016. The combined company will have total sales in excess of $9 billion. CPI INTERNATIONAL: S&P Affirms 'B' CCR & Revises Outlook to Stable ------------------------------------------------------------------ S&P Global Ratings said that it revised its outlook on CPI International Inc. to stable from negative and affirmed the 'B' corporate credit rating. At the same time, S&P raised the issue rating on the company's revolver and first-lien term loan to 'B+' from 'B' and the recovery rating to '2' from '3' (lower end of the 70%-90% range), reflecting S&P's expectation of a substantial recovery in a default scenario. S&P also affirmed its 'CCC+' issue rating and maintained its '6' recovery rating on the company's second-lien term loan and unsecured notes. The outlook revision reflects S&P's increased confidence that credit ratios will continue to improve over the next 12 months as revenues and earnings increase, despite credit ratios improving slower than expected in fiscal-year 2016. This is expected to result in debt to EBITDA approaching 6x by the end of fiscal 2017 (ending Sept. 29, 2017), from 6.7x in fiscal 2016. The company also recently entered into a backstop facility to ensure it will be able to refinance at least 65% of its unsecured notes, which will trigger a provision in its first-lien credit agreement to extend the maturity of the revolver and first-lien term loan. This would extend the maturities on the revolver to 2019 and first-lien term loan to 2021 from later this year. S&P expects modest growth in revenues and earnings over the next 12 months, driven by strength in the communications and radar and electronic warfare segments, as well as stabilization in the medical segment. CPI is trying to increase its focus on commercial sales given the recurring delays it faced on government and military orders over the past few years. However, increasing defense spending and the possible elimination of federal budget sequestration could result in more stable military demand. S&P expects the highest growth in the communication segment (about 42% of sales), driven by increasing in-flight connectivity demand and growth in certain military programs. The radar and electronic warfare segment (38%) is also expected to grow, but its demand has been less predictable as ordering patterns for spare parts have not matched what the company believes is the usage rate and the need for replacements for its products due to cuts to military spending in recent years. Revenues in the medical segment (12%) declined 12.5% in 2016, but sales should stabilize in 2017 as the company introduces new products. This segment caters mostly to the international market and provides products used in X-ray, MRI, and radiation cancer-treatment technology. Demand from Russia, significant in past years, was reduced to almost nothing recently as low oil prices and an economic slowdown led to lower spending on medical facilities. S&P's base-case forecast assumes: -- U.S. real GDP growth of 2.5% in 2017 and 2.4% in 2018; -- Modest growth in U.S. and international defense spending; -- Modest organic revenue growth of 4%-6% in fiscal 2017, accelerating to 5%-10% in fiscal 2018 due to a ramp-up in certain military programs and higher commercial sales; -- EBITDA margins relatively steady around 16%-17%; -- Refinancing of the unsecured notes and second-lien term loan, resulting in the revolver and first-lien term loan being extended; -- Bolt-on acquisitions possible and financed with excess cash; -- No debt reduction in excess of required amortization; and -- No dividends. These assumptions result in these key credit metrics: -- Debt to EBITDA of 6x-6.5x in 2017 and 5.4x-5.9x in 2018; and -- Funds from operations (FFO) to debt of about 6%-11% through 2017. S&P expects CPI to maintain adequate liquidity over the next 12 months. The company generates solid cash flow with modest capital spending requirements. S&P expects the company's sources of liquidity to be at least 1.2x its uses for the next year, even if its EBITDA declines by 15%. S&P expects CPI to extend its term loan over the next quarter either by issuing new senior notes or by utilizing the $245 million backstop credit facility extended by UBS. Its current credit agreement allows for the extension of its term loan to 2021 and revolver to 2019 if the company repays or refinances 65% of its outstanding senior credit facility. The proceeds of the new debt will refinance the existing senior notes and repay the second-lien term loan facility. Principal liquidity sources: -- Cash of $50 million as of Oct. 1, 2016; -- Unused $30 million revolver, net of letters of credit; and -- Cash flow from operations of $30 million-$40 million in 2017 after modest working capital use. Principal liquidity uses: -- Capital expenditures of $10 million-$15 million; and -- Mandatory debt amortization of $3 million per year. The stable outlook reflects S&P's expectation of continued improvement in earnings and debt reduction, leading to stronger credit metrics, with debt to EBITDA approaching 6x and FFO to debt increasing to above 7% over the next 12 months. S&P could lower its rating on CPI if the company's debt to EBITDA exceeds 7x and FFO to debt falls below 5%, resulting in a material deterioration in liquidity. This would most likely be caused by continued order delays and a lack of debt reduction. Although unlikely due to sponsor ownership, which is likely to keep debt to EBITDA over 5x, S&P could raise the rating over the next 12 months if earnings grow faster than S&P expects, likely due to new business wins, such that debt to EBITDA declines to below 5x, FFO to debt improves to more than 12%, and the company's owners commit to maintaining ratios at these levels or better even with future dividends or acquisitions. DEVAL CORPORATION: Names Michael Lingerman as Accountant -------------------------------------------------------- DeVal Corporation seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Michael C. Lingerman, CPA, LLC as accountant. The Debtor requires Lingerman to: (a) prepare the Debtor's reviewed year-end financial statements; (b) prepare the Debtor's 2016 tax returns; and (c) although the Debtor anticipates maintaining its own books and completing the operating reports and preparing other reports and analysis internally, to the extent that the Debtor requires professional guidance or backup on these tasks, Mr. Lingerman would assist in this regard. Mr. Lingerman will be paid at $200 per hour for the services performed. Lingerman will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael C. Lingerman 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. Lingerman can be reached at: Michael C. Lingerman MICHAEL C. LINGERMAN, CPA, LLC 8100 Roosevelt Boulevard Philadelphia, PA 19152 Tel: (215) 331-1560 About DeVal Corporation DeVal Corporation filed a chapter 11 petition (Bankr. E.D. Pa. Case No. 16-17922) on Nov, 11, 2016. The petition was signed by Dominic Durinzi, president. The case is assigned to Judge Ashely M. Chan. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor is represented by Robert M. Greenbaum, Esq. and David B. Smith, Esq., at Smith Kane Holman, LLC. DEXTERA SURGICAL: Sabby Reports 4.4% Equity Stake as of Dec. 31 --------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Sabby Healthcare Master Fund, Ltd., Sabby Management, LLC and Hal Mintz disclosed that as of Dec. 31, 2016, they beneficially own 397,863 shares of common stock of Dextera Surgical Inc. representing 4.46 percent of the shares outstanding. A full-text copy of the regulatory filing is available at: goo.gl/rq7tw6 About Dextera Surgical Inc. Dextera Surgical Inc., formerly Cardica, Inc., is focused on the commercialization and development of microcutter product line intended for use by surgeons. The Company is engaged in commercializing and developing MicroCutter XCHANGE 30 based on its staple-on-a-strip technology for use by thoracic, pediatric, bariatric, colorectal and general surgeons. Its MicroCutter XCHANGE 30 is a cartridge based microcutter device with around five millimeter shaft diameter and around 30 millimeter staple line cleared for use in the United States for specific indications for use, and in the European Union for a range of indications for use. Dextera reported a net loss of $15.98 million in 2015, a net loss of $19.18 million in 2014 and a net loss of $16.96 million in 2013. As of Sept. 30, 2016, Dextera had $12.06 million in total assets, $8.43 million in total liabilities and $3.62 million in total stockholders' equity. BDO USA, LLP, in San Jose, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. DIFFUSION PHARMACEUTICALS: 3 Proposals Approved at Special Meeting ------------------------------------------------------------------ A special meeting of stockholders of Diffusion Pharmaceuticals Inc. was held on Jan. 6, 2017, at which the stockholders: (1) approved the proposed terms of an offering, which contemplates the issuance and sale of (i) shares of the Company's Series A preferred stock, $0.001 par value per share, each share of Preferred Stock being convertible into a share of the Company's common stock, par value $0.001 per share, subject to adjustment, (ii) for each share of Preferred Stock purchased in this Offering, a 5-year warrant to purchase one share of Common Stock, and (iii) such number of shares of Common Stock issuable upon conversion of the Preferred Stock and upon exercise of Warrants, including without limitation shares issuable pursuant to the "make-whole" and anti-dilution provisions of the Preferred Stock, exceeding 19.9% of the Company's outstanding Common Stock; (2) approved an amendment to the Company's Certificate of Incorporation, as amended, to increase the authorized number of shares of preferred stock from 5,000,000 to 30,000,000; and (3) approved an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Offering Proposal. About Diffusion Pharmaceuticals Diffusion Pharmaceuticals, as surviving entity in its merger with RestorGenex, is a clinical stage biotechnology company focused on extending the life expectancy of cancer patients by improving the effectiveness of current standard-of-care treatments including radiation therapy and chemotherapy. Diffusion is developing its lead drug, trans sodium crocetinate (TSC), for use in the many cancer types in which tumor hypoxia (oxygen deprivation) is known to diminish the effectiveness of current treatments. TSC targets the cancer's hypoxic micro-environment, re-oxygenating treatment-resistant tissue and making the cancer cells more vulnerable to the therapeutic effects of treatments such as radiation therapy and chemotherapy, without the apparent addition of any serious side effects. TSC has potential application in other indications involving hypoxia, such as stroke and neurodegenerative diseases. Diffusion reported a net loss of $23.8 million on $0 of revenues for the year ended Dec. 31, 2015, compared to a net loss of $14.4 million on $0 of revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Diffusion had $19.04 million in total assets, $7.56 million in total liabilities and $11.48 million in total stockholders' equity. Deloitte & Touche LLP, in Chicago, Illinois, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses from operations and its present financial resources raise substantial doubt about its ability to continue as a going concern. DIGIPATH INC: Incurs $3.69 Million Net Loss in Fiscal 2016 ---------------------------------------------------------- Digipath, Inc. filed with the Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $3.69 million on $818,583 of revenues for the year ended Sept. 30, 2016, compared to a net loss of $4.33 million on $16,084 of revenues for the year ended Sept. 30, 2015. As of Sept. 30, 2016, DigiPath had $1.44 million in total assets, $211,913 in total liabilities and $1.23 million in total stockholders' equity. The Company's total assets comprised of cash of $135,390, accounts receivable of $98,441, prepaid expenses of $24,246 and deposits of 39,850, fixed assets of $1,139,748, and available-for-sale securities totaling $9,200. The Company's current liabilities as of Sept. 30, 2016, consist of $157,666 of accounts payable and $54,247 of accrued expenses. "As of September 30, 2016, our balance of cash on hand was $135,390. We do not currently have sufficient funds to fund our operations at their current levels for the next twelve months. As we continue to develop our lab testing business and attempt to expand operational activities, we expect to continue to experience net negative cash flows from operations in amounts not now determinable, and will be required to obtain additional financing to fund operations. Our ability to continue as a going concern is dependent upon our ability to raise additional capital and to achieve sustainable revenues and profitable operations. Since inception, we have raised funds primarily through the sale of equity securities. We will need and are currently seeking additional funds to operate our business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations or cause substantial dilution for our stockholders. If we are unable to obtain additional funds, our ability to carry out and implement our planned business objectives and strategies will be significantly delayed, limited or may not occur. We cannot guarantee that we will become profitable. Even if we achieve profitability, given the competitive and evolving nature of the industry in which we operate, we may not be able to sustain or increase profitability and our failure to do so would adversely affect our business, including our ability to raise additional funds," the Company stated in the report. Anton & Chia, LLP, in Newport Beach, CA, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2016, citing that the Company has recurring losses and insufficient working capital, which raises substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: goo.gl/0Ibcrt 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. DIOCESE OF STOCKTON: Court Approves Reorganization Plan ------------------------------------------------------- The American Bankruptcy Institute, citing Alex MacLean of The Union Democrat, reported that nearly three years since filing for bankruptcy in response to a flood of sexual-abuse claims, the Roman Catholic Diocese of Stockton is hoping to close the book on what Bishop Stephen Blaire has described as a "very difficult chapter." According to the report, Judge Christopher M. Klein of the U.S. Bankruptcy Court for the Eastern District of California has approved Bishop Blaire's reorganization plan for the diocese on Jan. 10, according to a written statement. "The approved consensual Plan will allow the Diocese to exit bankruptcy within the next few weeks," the news agency cited the statement as saying. "The Diocese with limited financial assets will be able to continue its essential ministries and services to meet the needs of the parishioners and others who rely on the Diocese’s ministry, education, and charitable outreach." Under the plan, the diocese has agreed to pay $15 million to survivors of sexual abuse by clergy, the report related. Part of the plan also involves making "non-monetary" commitments to the survivors that the diocese described as "important aspects of any healing process," the report further related. Other details of the plan include setting up a trust fund exclusively for the benefit of survivors, paying at least 50 percent of what the diocese owed to general unsecured creditors, restructuring secured loans, and settling with insurance carriers, the report said. The plan received near-unanimous approval from survivors and other creditors, the report cited to the diocese. About Diocese of Stockton The Diocese of Stockton, California was established on Feb. 21, 1962, by Pope John XXIII from the territory formerly located in the Archdiocese of San Francisco and the Diocese of Sacramento. The Diocese, comprising the six counties of San Joaquin, Stanislaus, Calaveras, Tuolumne, Alpine, and Mono, currently serves approximately 250,000 Catholics in 35 parishes. As a religious organization, The Roman Catholic Bishop of Stockton ("RCB") has no significant ongoing for-profit business activities. Revenue for the RCB principally comes from the annual ministry appeal, fees for services provided to non-RCB entities, donations, grants, and RCB ministry revenue. When the Diocese was created, most, if not all, of the property of the Parishes (excluding the pre- and/or elementary (K-8) schools) was held in the name of the RCB. The RCB also held the property for the cemeteries in the Diocese as well as some of the real property to be used for future parishes. Several Roman Catholic dioceses in the U.S. have filed for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. In Stockton's case, the RCB filed a Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No. 14-20371) in Sacramento on Jan. 15, 2014. Judge Christopher M. Klein oversees the case. Attorneys at Felderstein Fitzgerald Willoughby & Pascuzzi LLP serve as counsel to the Debtor. Stockton scheduled total assets of more than $7.2 million against debt totaling $11.85 million. The schedules also show that the diocese has $1.6 million in secured debt. Creditors of the diocese assert $367,290 in unsecured priority claims and $9.88 million in unsecured non-priority claims. EDCON HOLDINGS: Chapter 15 Recognition Hearing Set for January 18 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York scheduled a hearing for Jan. 18, 2017, at 2:00 p.m. (prevailing Eastern Time) at One Bowling Green, New York, New York, with respect to the petition for recognition of foreign main proceedings of Edcon Holdings Limited and its debtor-affiliates under Chapter 15 of the U.S. Bankruptcy Code. The petition was filed by Charles Mzwandile Vikisi, in his capacity as the Debtors' foreign representative. Objections to the petition were due Jan. 10. Copies of the petition may be obtained at http://lucid-is.com/edcon or the Court's website at http://www.nysb.uscourts.gov Edcon Holdings Limited, a South African non-food retailer, and three affiliated entities sought creditor protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 16-13475 to 16-13478) on Dec. 13, 2016. The Chapter 15 petitions were filed by Mr. Charles Mzwandile Vikisi. James H.M. Sprayregen, Esq., and Adam C. Paul, Esq., at Kirkland & Ellis, represent the Debtor. The Debtor did not indicate their estimated assets and debts. ELEGANZARELLA INC: Hires AOE Law as General Insolvency Counsel -------------------------------------------------------------- Eleganzarella, Inc. seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ A.O.E. Law & Associates as general insolvency counsel, effective November 17, 2016. The Debtor requires AOE Law to: (a) advise the Debtor on matters relating to the administration of the Estate, and on the applicant's rights and remedies with regard to the Estate's assets and the claims of secured and unsecured creditors; (b) appear for, prosecute, defend, and represent the Debtor's interests in suits arising in or related to this case, including any adversary proceedings against the Debtor; and (c) assist in the preparation of such pleadings, applications, schedules, orders, and other documents as are required for the orderly administration of the Estate. AOE Law will be paid at these hourly rates: Anthony Egbase $450 Associates $300-$350 Paralegal $150-$250 AOE Law will also be reimbursed for reasonable out-of-pocket expenses incurred. From November 15, 2016 to November 17, 2016, the Debtor paid a retainer to AOE in the amount of $6,283. Anthony Egbase, principal counsel of AOE 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. AOE Law can be reached at: Anthony O. Egbase, Esq. Kevin Tang, Esq. Crystle J. Lindsey, Esq. A.O.E. LAW & ASSOCIATES 350 S. Figueroa Street, Suite 189 Los Angeles, CA 90071 Tel: (213) 620-7070 Fax: (213) 620-1200 E-mail: info@anthonyegbaselaw.com crystle@aoelaw.com Eleganzarella, Inc., filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 16-25200) on November 17, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Anthony Obehi Egbase, Esq., at A.O.E. Law & Associates. EMERALD GRANDE: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Emerald Grande, LLC 205 Marion Square Fairmont, WV 26651 Case No.: 17-00021 Chapter 11 Petition Date: January 11, 2017 Court: United States Bankruptcy Court Northern District of West Virginia (Clarksburg) Judge: Hon. Patrick M. Flatley Debtor's Counsel: Steven L. Thomas, Esq. KAY, CASTO & CHANEY PLLC 1600 Charleston National Plaza P.O. Box 2031 Charleston, WV 25327 Tel: (304) 345-8900 Fax: 304-345-8909 E-mail: sthomas@kaycasto.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by William A. Abruzzino, managing member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/wvnb17-00021.pdf ENUMERAL BIOMEDICAL: Copies of Slide Presentations Filed With SEC ----------------------------------------------------------------- Enumeral Biomedical Holdings, Inc., said it may use two slide presentations, in whole or in part, from time to time in presentations to potential partners, investors, analysts and others. Copies of the slide presentations are available for free at: goo.gl/Dj8LBX goo.gl/HjKlA4 About Enumeral Enumeral Biomedical Holdings, Inc., is engaged in the discovery of monoclonal antibodies and other novel biologics for the diagnosis and treatment of cancer, infectious and inflammatory diseases. The Company is currently focused on developing next generation antibodies that are more precise in their effects on tumor- and tissue-inflitrating lymphocyte functions via modulation of regulatory proteins known as checkpoints. Enumeral reported net income of $3.29 million in 2015 following a net loss of $8.17 million in 2014. As of Sept. 30, 2016, Enumerical had $4.04 million in total assets, $4.85 million in total liabilities and a total stockholders' deficit of $807,104. Friedman LLP, in New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing the Company's recurring losses which raise substantial doubt about its ability to continue as a going concern. ESSENTIAL LIVING Hires Weintraub & Selth as Counsel --------------------------------------------------- Essential Living Foods, Inc., seeks authorization from the U.S. Bankruptcy Court for the Central District of California to employ Weintraub & Selth, APC as general counsel. The Debtor requires Weintraub & Selth to: a. advise the Debtor concerning all general administrative matters and dealings with the Office of the United States Trustee; b. represent the Debtor at all hearings before the United States Bankruptcy Court involving the Debtor, as debtor-in-possession and as reorganized debtor, as applicable; c. prepare on the Debtor's behalf as debtor-in-possession all necessary schedules and amendments thereto, applications, motions, orders and other legal papers; d. advise the Debtor regarding matters of bankruptcy law, including the Debtor's rights and remedies with respect to assets of the estate and creditor claims; e. represent the Debtor with regard to all contested matters; f. represent the Debtor with regard to the preparation of a disclosure statement and the negotiation, preparation and implementation of a plan of reorganization; g. analyze any secured, priority or general unsecured claims that have been filed in this bankruptcy case; h. negotiate with the Debtor's secured and unsecured creditors regarding the amount and payment of claims; i. object to claims as may be appropriate; and j. perform other legal services for Debtor as debtor-in-possession as may be necessary. Weintraub & Selth lawyers and professionals who will work on the Debtor's case and their hourly rates are: Daniel J. Weintraub $550 James R. Selth $495 Blake Lindeman, of counsel $435 Elaine V. Nguyen $395 Paraprofessionals $250 Legal Assistants $150-$175 On November 4, 2016, the Debtor paid Weintraub & Selth a retainer in the amount of $40,000.00. The firm agreed to give the Debtor a good faith credit of $10,000 for the monies received from the ABC ("Creditors") for a total pre-petition Chapter 11 retainer of $50,000.00 ("Retainer"). Weintraub & Selth applied $46,627.89, which sums include the filing fee of $1,717.00, to payment for services rendered and costs incurred prior to the commencement of the Bankruptcy Case. Daniel J. Weintraub, Esq., managing partner of Weintraub & Selth, APC, 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. Weintraub & Selth may be reached at: Daniel J. Weintraub, Esq. Weintraub & Selth, APC 11766 Wilshire Blvd. Suite 1170 Los Angeles, CA 90025 Tel: 310.207.1494 Fax: 310.442.0660 About Essential Living Foods, Inc. Essential Living Foods, Inc. filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-25844), on December 1, 2016. The Petition was signed by Kipp Stroden, chief executive officer. The case is assigned to Judge Robert N. Kwan. The Debtor is represented by Elaine Nguyen, Esq., James R Selth, Esq. and Daniel J. Weintraub, Esq. at Weintraub & Selth, APC in Los Angeles, CA. At the time of filing, the Debtor had estimated both assets and liabilities at $1 million to $10 million each. No trustee or examiner has been appointed in this Bankruptcy Case. No official committee of unsecured creditors has been formed. ESTEEM HOSPICE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Esteem Hospice, LLC 2459 E. Hebron Parkway, Suite 130 Carrollton, TX 75010 Case No.: 17-40069 Nature of Business: Health Care Chapter 11 Petition Date: January 11, 2017 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Judge: Hon. Brenda T. Rhoades Debtor's Counsel: Marc W. Taubenfeld, Esq. MCGUIRE, CRADDOCK & STROTHER, P.C. 2501 N. Harwood, Suite 1800 Dallas, TX 75201 Tel: (214) 954-6800 Fax: (214)954-6850 E-mail: mtaubenfeld@mcslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Gary B. Merchant, managing member. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txeb17-40069.pdf ESTERLINE TECHNOLOGIES: Moody's Reviews Ba1 for Downgrade --------------------------------------------------------- Moody's Investors Service has placed the ratings of Esterline Technologies Corp., and its supported subsidiaries under review for downgrade, including the Corporate Family of Ba1 and senior unsecured of Ba2. The Speculative Grade Liquidity Rating is unchanged at SGL-2. RATINGS RATIONALE The review was prompted by lackluster income and free cash flow generation over the last year with an increased debt amount. The review will consider the potential for financial performance to improve, including growth in revenue, profitability and cash flows, and in comparison to other major aerospace/defense suppliers. The prospects for Esterline's potential to evolve beyond a mid-tier specialized supplier, to achieve greater scale within the aerospace/defense supply chain, will also be considered in the review. Moody's will analyze the synergies achieved and expected from a number of acquisitions over several years, and the overall contribution to cash flow expected from the company's operational restructuring initiatives. The planned allocation of free cash flow, including the potential reduction of debt and the long term capital structure expectations will be part of the review. The company's speculative grade liquidity rating of SGL-2, denoting good liquidity, is unaffected. Key elements of the liquidity profile include a low current portion of debt and healthy financial ratio covenant headroom / revolver borrowing availability. Moody's expects to conclude the review well before the end of the first calendar quarter, 2017. On Review for Downgrade: Issuer: Esterline Technologies Corp. Probability of Default Rating, Placed on Review for Downgrade, currently Ba1-PD Corporate Family Rating, Placed on Review for Downgrade, currently Ba1 Issuer: TA Mfg Limited (UK) Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently Ba2 (LGD5) Outlook Actions: Issuer: Esterline Technologies Corp. Outlook, Changed To Rating Under Review From Stable Esterline Technologies Corporation, headquartered in Bellevue, Washington, is a specialized manufacturing company principally serving aerospace and defense customers. Revenues for the fiscal year ended September 30, 2016 were about $2 billion. EVOSHIELD LLC: Hires Asbury Law as Special Tax Counsel ------------------------------------------------------ Baseball Protective, LLC fka Evoshield, LLC seeks authorization from the U.S. Bankruptcy Court for the Middle District of Georgia to employ The Asbury Law Firm as special tax counsel. The Tax Payment Agreement provides that Debtor will hire, at its sole cost and expense, Anson Asbury of the Asbury Law, to: (a) prepare a plan to identify states for the purpose of negotiating and entering into a voluntary disclosure or similar agreement with respect to all taxes that are due with respect to sales and use or any similar state and local taxes imposed on sales made by Debtor and any affiliated entity, or sales representative or distributor of Debtor or Debtor's products prior to the closing of the Wilson APA; (b) generally supervise the filing and preparation of returns to establish Debtor's tax liability to the Plan; and (c) assist Debtor in complying with the terms of the Tax Payment Agreement. Anson Asbury will charge an hourly rate of $395 for the services. Mr. Asbury will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the Petition Date, on October 26, 2016, EvoShield and Wilson Sporting Goods Co. entered into an Asset Purchase Agreement. Under the terms of the Wilson APA, Wilson agreed to purchase substantially all the assets of EvoShield at a closing stipulated to occur no later than November 15, 2016. On November 16, 2016, the Court entered an order, after notice and hearing, providing that the Debtor and Wilson were authorized to close the sale of assets pursuant to the terms of the Wilson APA. The sale closed on November 17, 2016. Thereafter Debtor changed its name to Baseball Protective, LLC. After payment of the costs of sale, escrow of funds for a tax escrow pursuant to the terms of the Wilson APA, and payment of the claim of Dugout Ventures, LLC, Debtor has approximately $1,500,000 in cash. The Debtor intends to timely propose a plan of liquidation consistent with the provisions of the Bankruptcy Code. The Wilson APA established a $782,000 tax escrow for the payment of unpaid sales taxes. The Wilson APA further contained a Tax Payment Agreement. Mr. Asbury 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. Asbury Law can be reached at: Anson Asbury ASBURY LAW FIRM 235 Peachtree St., NE Suite 400 Atlanta, GA 30303 Tel: (404) 382-9942 About Evoshield, LLC EvoShield, LLC, sought Chapter 11 protection (Bankr. M.D. Ga. Case No. 16-31159) on Oct. 31, 2016. The Debtor tapped Thomas Raymond Walker, Esq. at McGuirewoods LLP; and Miles H. Cohn, Esq. at Crain Caton & James, P.C. as counsel. FINGER LAKES: Case Summary & Unsecured Creditor ----------------------------------------------- Debtor: Finger Lakes Debt Partners, LLC 6214 Riverdale Avenue, Suite 2C Bronx, NY 10471 Case No.: 17-10043 Chapter 11 Petition Date: January 11, 2017 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Michael E. Wiles Debtor's Counsel: Jonathan S. Pasternak, Esq. DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP One North Lexington Avenue White Plains, NY 10601 Tel: (914) 681-0200 Fax: (914) 684-0288 E-mail: jpasternak@ddw-law.com Total Assets: $3 million Total Liabilities: $4.77 million The petition was signed by Gregory Shalov, managing member of Finger Lakes Capital Partners, LLC the managing member of Finger Lakes Debt Partners, LLC. The Debtor listed Lyrical Partners, LP as its lone unsecured creditor holding a claim of $4.77 million. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb17-10043.pdf FIRST ONE HUNDRED: Court Terminates Plan Exclusivity ---------------------------------------------------- Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern District of Florida terminated First One Hundred, LLC's exclusivity period to file its Plan and Disclosure Statement as of December 28, 2016. Judge Cristol held that Aaronson Schantz Beiley P.A.'s Plan and Disclosure Statement will proceed on the same track as the Debtor's Plan and Disclosure Statement. He further held that both Plans and Disclosure Statements are stayed pending mediation and status conference to be set on February 15, 2017, at 11:00 a.m. The Troubled Company Reporter had earlier reported that ASBPA, a holder of a first mortgage on all of the Debtor's properties sought confirmation from the Court that the Debtor's exclusivity period has expired or in the alternative, for the Court to terminate or reduce the Debtor's exclusivity period such that ASBPA can proceed with its own plan filed on December 28, 2016. ASBPA related that the Court had previously extended the Debtor's exclusivity period and deadline to file a plan to August 1, 2016, which was also the day the Debtor's Plan was actually filed. The exclusive solicitation period was also extended through September 30, 2016. However, the Debtor's Plan remains pending. The Debtor's Plan provided for a sale of the Properties to fund distributions to creditors. Notwithstanding the Debtor's Plan of record, the Debtor filed a Motion to Approve Proposed Settlement with the City of Orlando, Florida, on November 15, 2016 -- 46 days after the expiration of the extended solicitation period. Under the terms of the proposed Settlement Agreement, the Debtor transfers the Properties directly to the City of Orlando via a Warranty Deed in lieu of foreclosure, with certain carve-outs for designated creditors. ASBPA complained that the Debtor's Plan and the Proposed Settlement with the City are irreconcilable since the Debtor cannot simultaneously seek confirmation of its Plan, which calls for the private sale of the Debtor's Properties to fund a distribution to creditors, and also transfer its Properties directly to the City in lieu of foreclosure. About First One Hundred First One Hundred LLC (Bankr. S.D. Fla., Case No. 16-13973) sought protection under Chapter 11 of the Bankruptcy Code on March 21, 2016. The Debtor is represented by Zach B Shelomith, Esq., at Leiderman Shelomith, PA. 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 First One Hundred LLC. * * * First One Hundred LLC filed with the U.S. Bankruptcy Court for the Southern District of Florida a plan of reorganization and accompanying disclosure statement proposing for the sale of the Debtors' real properties and paying secured and unsecured creditors a distribution of 100% of their allowed claims. A full-text copy of the Disclosure Statement dated Aug. 1, 2016, is available at http://bankrupt.com/misc/flsb16-13973-65.pdf GENON ENERGY: S&P Lowers CCR to 'CCC-'; Outlook Negative -------------------------------------------------------- S&P Global Ratings said it lowered its corporate credit ratings to 'CCC-' from 'CCC' on GenOn Energy Inc. and its affiliates: GenOn Energy Holdings Inc., GenOn Americas LLC, GenOn Mid-Atlantic LLC, and GenOn REMA LLC. The outlook is negative. At the same time, S&P lowered its issue-level rating on GenOn Energy Inc.'s senior unsecured debt to 'CCC' from 'CCC+'. The recovery rating remains '2', reflecting S&P's expectation of substantial (70%-90%; lower half of the range) recovery in the event of default. S&P also lowered its issue-level rating on GenOn Americas LLC's senior unsecured debt to 'CCC-' from 'CCC'. The recovery rating is '3', reflecting S&P's expectation of meaningful (50%-70%; higher end of the range) recovery in the event of default. In addition, S&P lowered its issue-level rating on GenOn Mid-Atlantic LLC's and GenOn REMA LLC's senior secured debt to 'CCC+' from 'B-'. The recovery rating is '1', reflecting S&P's expectation of very high (90%-100%) recovery in the event of default. "The negative outlook reflects the continuing pressure on financial measures. And, while we did not expect a default in 2016 because of significant cash balances, it reflects the prospects that GenOn might consider distressed exchange offers over the next six months," said S&P Global Ratings credit analyst Aneesh Prabhu. "The negative outlook also factors in the $690 million maturity in June 2017, which puts pressure on the company to restructure. Even absent a restructuring or distressed exchange, we anticipate that within the next six months the issuer could face an inevitable default in the form of an inability to refinance 2018 maturities, which would be commensurate with a 'CC' rating." Consistent with S&P's criteria, it sees the probability of a downgrade to 'CC' as likely by midyear because S&P sees increasing probability of the company defaulting before, or by, June 2017, when it faces a large refinancing. The ratings are not currently 'CC' because the company has a sufficient cash balance and revolver availability to theoretically meet its 2017 debt obligations. GenOn's downside risks stem from the backward-dated cash flow profile as hedges fall away after 2017 under the prevailing forward prices. S&P expects GenOn to be disproportionately affected relative to peers, because the loss in dark spreads is not offset by increasing spark spreads or an expansion in market heat rates. S&P would downgrade GenOn on an announcement of a distressed exchange. Though unlikely, S&P could revise the outlook to stable if potential asset sales mitigate liquidity needs to address 2017 maturities and the forward power prices improve such that GenOn can maintain an adjusted FFO-to-debt ratio of about 4%-5%. An upgrade, currently not under consideration, could occur if a rebound in capacity and energy market auctions supports the operations of its coal plants or if environmental regulations are not as stringent as S&P expects. In particular, S&P will monitor the hedges that the company is able to place to underpin its financial performance. However, an upgrade would require FFO-to-debt ratios that are consistently over 5%. GRACIOUS HOME: Seeks to Hire A&G Realty as Real Estate Advisor -------------------------------------------------------------- Gracious Home LLC has filed an application seeking approval from the U.S. Bankruptcy Court for the Southern District of New York to hire a real estate advisor. Gracious Home proposes to hire A&G Realty Partners, LLC to provide these services: (a) consult with the company and its affiliates to discuss their goals, objectives and financial parameters in relation to their leases and properties; (b) negotiate with the landlords of the properties and other third parties in order to assist the Debtors in obtaining lease sales; and (c) report periodically to the Debtors regarding the status of the services. The firm will be compensated according to these fee arrangements: (a) A&G will receive a non-refundable retainer fee in the amount of $2,500. (b) For each lease sale obtained by A&G, the firm will earn and be paid a fee of 6% of the gross proceeds per lease. A&G will also be paid 6% of any gross proceeds received by the Debtors from the landlord, assignee, sublessee or other party in connection with any lease sale. (c) A&G will draft each lease sale pursuant to the terms negotiated between the firm and the purchaser. The Debtors will pay the firm a fee in the amount of $300 per hour not to exceed a total of $2,000 per document. Andrew Graiser, co-president of A&G, 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: Andrew Graiser A&G Realty Partners, LLC 445 Broadhollow Road, Suite 410 Melville, NY 11747 Phone: 631-420-0044 Fax: 631-420-4499 The Debtor is represented by: Joseph J. DiPasquale, Esq. Irena M. Goldstein, Esq. Trenk, DiPasquale, Della Fera & Sodono, P.C. 45 Rockefeller Plaza, Suite 2000 New York, NY 10111 Phone: (212) 899-5245 Email: jdipasquale@trenklawfirm.com Email: igoldstein@trenklawfirm.com About Gracious Home Gracious Home LLC and its affiliates filed for bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-13500) on Dec. 14, 2016. They are represented by Joseph J. DiPasquale, Esq. of Trenk, Dipasquale, Della Ferra & Sodono, P.C. The Debtors estimated $10 million to $50 million in assets and liabilities as of the bankruptcy filing. Founded in 1963, the Debtors began as a small neighborhood hardware store on Manhattan's Upper East Side. Today, the Debtors operate a housewares and home furnishings business at various retail store locations, utilizing store leases, a warehouse lease and an office lease, and an internet-based business (currently off-line), all under the name "Gracious Home." GYMBOREE CORP: S&P Lowers CCR to 'CC' on Weak Performance --------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on San Francisco-based children's apparel retailer The Gymboree Corp. to 'CC' from 'CCC+'. The outlook is negative. At the same time, S&P lowered its issue-level rating on the company's senior secured term loan ($769.1 million outstanding as of Oct. 29, 2016) to 'CC' from 'CCC+'. The recovery rating on this debt instrument remains unchanged at '4', indicating S&P's expectation for average (30%-50%, low end) recovery in the event of default. The term loan matures on Feb. 23, 2018. The issue-level rating on the company's 9.125% senior unsecured notes ($171 million outstanding as of Oct. 29, 2016) due Dec. 1, 2018, remains 'D', reflecting S&P's expectation that further distressed exchanges on this debt is likely. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%) recovery in the event of default. "The downgrade reflects significant near-term refinancing requirements, limited liquidity, and continuing weak operating performance. We expect further profitability erosion in the upcoming quarters and we believe the company could announce a distressed debt restructuring transaction over the next two quarters," said credit analyst Samantha Stone. "The company's ABL revolver and ABL term loan matures September 2020, but could become due December 2017, 60 days before the maturity of the term loan due February 2018 if the company is not able to extend the maturity on that debt facility. In addition, the company's 9.125% $400 million senior notes ($171 million currently outstanding) mature Dec. 1, 2018." The negative outlook reflects the company's weakening liquidity and S&P's view that a distressed debt transaction or restructuring within the next six months or so is very likely. S&P would lower the rating if the company's actions constitute a default or equivalent, such as a missed payment on its upcoming debt maturity, an announcement of a distressed exchange, or a restructuring of its capital structure. S&P could also lower the ratings to the 'CC' category if it believes a default would be a virtual certainty in the coming months. S&P could raise the rating if the company is able to address refinancing risk and improve liquidity. An upgrade would also be predicated upon an improvement in operating performance such as sustainable sales and profit growth, leading to an improvement in cash flows, though S&P currently do not expect this scenario in the near-term. HAMPSHIRE GROUP: Committee Taps Gavin as Financial Advisor ---------------------------------------------------------- The official committee of unsecured creditors of Hampshire Group, Limited seeks approval from the U.S. Bankruptcy Court in Delaware to hire a financial advisor. The committee proposes to hire Gavin/Solmonese LLC to provide these services in connection with the Chapter 11 cases of Hampshire Group and its affiliates: (a) reviewing and analyzing the businesses, management, operations, properties, financial condition and prospects of the Debtors; (b) reviewing and analyzing the Debtors' historical financial performance and transactions; (c) reviewing the assumptions underlying the business plans and cash flow projections for the assets involved in any potential asset sale or plan of reorganization; (d) determining the reasonableness of the projected performance of the Debtors; (e) monitoring, evaluating and reporting to the committee with respect to the Debtors' near-term liquidity needs, material operational changes and related financial and operational issues; (f) reviewing and analyzing all material contracts and agreements; (g) assisting, procuring and assembling any necessary validations of asset values; (h) providing ongoing assistance to the committee and its legal counsel; (i) evaluating the Debtors' capital structure and making recommendations to the committee; (j) assisting the committee in preparing documentation required in connection with creating, supporting or opposing a plan; (k) assisting the committee in marketing the Debtors' assets; and (l) providing ongoing analysis of the Debtors' financial condition, business plans, capital spending budgets, operating forecasts, management and the prospects for their future performance. The hourly rates charged by Gavin/Solmonese members designated to represent the Debtors are: Edward Gavin $650 Jeremy VanEtten $425 Anne Eberhardt $500 Edward Gavin, managing director of Gavin/Solmonese, disclosed in a court filing that his firm does not represent any entity adverse to the Debtors or their bankruptcy estates. The firm can be reached through: Edward T. Gavin Gavin/Solmonese LLC 919 N. Market Street, Suite 600 Wilmington, DE 19801 Phone: 302-655-8997 Fax: 302-655-6063 About Hampshire Group New York-based Hampshire Group, Limited (OTC Markets: HAMP) is a provider of fashion apparel across a broad range of product categories, channels of distribution and price points. As a holding company, the Company operates through its wholly-owned subsidiaries, Hampshire Brands, Inc. and Hampshire International, LLC. Hampshire Group, Limited and two affiliates -- Hampshire Brands and Hampshire International -- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-12634 to 16-12636) on Nov. 23, 2016, to facilitate the orderly wind-down of their business operations. The petitions were signed by Paul Buxbaum, president and chief executive officer. Hampshire Group disclosed $25.9 million in assets and $41.8 million in liabilities. Brands listed under $50 million in both assets and debts. International listed under $50,000 in assets and under $50 million in liabilities. Michael David Debaecke, Esq., at Blank Rome LLP, serves as counsel to the Debtors. William Drozdowski of GRL Capital Advisors LLC serves as their Chief Financial Officer. An official committee of unsecured creditors has been appointed in the Chapter 11 case. HAMPSHIRE GROUP: Committee to Hire Pachulski as Legal Counsel ------------------------------------------------------------- The official committee of unsecured creditors of Hampshire Group, Limited seeks approval from the U.S. Bankruptcy Court in Delaware to hire legal counsel. The committee proposes to hire Pachulski Stang Ziehl & Jones LLP to give legal advice regarding its duties under the Bankruptcy Code, assist in connection with any proposed sale of assets, evaluate claims, and provide other legal services related to the Chapter 11 cases of Hampshire Group and its affiliates. The hourly rates charged by the firm are: Partners/Counsel $550 - $1,195 Associates $425 - $550 Paralegals $295 - $325 Ilan Scharf, Esq., a partner at Pachulski, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Ilan D. Scharf, Esq. Pachulski Stang Ziehl & Jones LLP 780 Third Avenue, 34th Floor New York, NY 10017 Tel: 212-561-7700 Fax: 212-561-7777 Email: info@pszjlaw.com About Hampshire Group New York-based Hampshire Group, Limited (OTC Markets: HAMP) is a provider of fashion apparel across a broad range of product categories, channels of distribution and price points. As a holding company, the Company operates through its wholly-owned subsidiaries, Hampshire Brands, Inc. and Hampshire International, LLC. Hampshire Group, Limited and two affiliates -- Hampshire Brands and Hampshire International -- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 16-12634 to 16-12636) on Nov. 23, 2016, to facilitate the orderly wind-down of their business operations. The petitions were signed by Paul Buxbaum, president and chief executive officer. Hampshire Group disclosed $25.9 million in assets and $41.8 million in liabilities. Brands listed under $50 million in both assets and debts. International listed under $50,000 in assets and under $50 million in liabilities. Michael David Debaecke, Esq., at Blank Rome LLP, serves as counsel to the Debtors. William Drozdowski of GRL Capital Advisors LLC serves as their Chief Financial Officer. An official committee of unsecured creditors has been appointed in the Chapter 11 case. HANJIN SHIPPING: Bid to Sell U.S. Assets Underway ------------------------------------------------- Tai-Soo Suk, the duly appointed foreign representative of Hanjin Shipping Co. Ltd., is seeking an order from the Hon. John K. Sherwood of the U.S. Bankruptcy Court for the District of New Jersey (i) recognizing and enforcing the Korean sale order, and (ii) approving the sale of the Debtor's interest in Total Terminal International LLC ("TTI") and Hanjin Shipping TEC Inc. ("HTEC"). Pursuant to the sale motion, the foreign representative seeks authority to sell the Debtor's interest in, and loans to, TTI and HTEC to Terminal Investment S.a.r.l. free and clear of liens, claims, encumbrances and other interest, and to be entrusted with the distribution of the sale proceeds. Luxembourg-based Terminal Investment Limited is an affiliate of Switzerland-based Mediterranean Shipping. According to a report by the Seattle Times, Terminal Investment plans to eventually sell a portion of the Seattle operations to South Korea's Hyundai Merchant Marine. As part of the Hanjin deal, the new owner is forgiving a $54.6 million outstanding balance due from Hanjin and taking on $202.9 million in debt, which is a big reason why the $78 million purchase price was so low. The sale request was scheduled for hearing before Judge Sherwood on Jan. 12, 2017. Any party wishing to obtain a copy of the sale motion should contact Jacob Frumkin, Esq., at jfrumkin@coleschotz.com * * * Alex Wolf, writing for Bankruptcy Law360, reported that Ken Coleman of Allen & Overy LLP, counsel for Hanjin Shipping, urged Judge Sherwood on Thursday to approve the Company's bid to sell its U.S. assets, including equity interest in a financially distressed operator of port terminals, for $78 million, saying it's the best deal for Hanjin and its creditors, despite several of their objections. In a prior report, Bankruptcy Law360's Mr. Wolf reported that the Company's creditors objected to the Korean courier's efforts to secure court approval of an asset sale to Hyundai Merchant Marine Co. Ltd., saying Hanjin may not have fetched the best offers and may sidestep outstanding debts without closer scrutiny. The report said a group of container companies and other creditors said they are concerned that Hanjin rushed through a sale of equity interest in Total Terminals International LLC and Hanjin Shipping TEC Inc. According to a report by Linda Chiem of Bankruptcy Law360, container companies told the Bankruptcy Court last week that Hanjin Shipping's "retaliatory" subpoenas and document requests are examples of discovery abuse and should be shut down, as the companies continue to fight to get paid as the collapsed carrier starts selling off its assets. Textainer Equipment Management (U.S.) Ltd., Seaco Global Ltd. and Container Leasing International LLC, which does business as SeaCube Containers LLC, filed a motion to quash subpoenas issued by Hanjin's foreign representative requesting depositions. As reported by the Troubled Company Reporter, Textainer Equipment Management (U.S.) Limited, Seaco Global, Ltd., and Container Leasing International, LLC d/b/a SeaCube Containers LLC, and Textainer and Seaco, have asked the New Jersey Bankruptcy Court to enter an Order directing Tai-Soo Suk, a foreign representative of the Debtor, Hanjin Shipping Co. Ltd., to comply with the Disclosure Order and, adjourn the sale motion objection deadline and the sale hearing date or, in the alternative, appoint a Chapter 11 Examiner to investigate, administer, and realize upon the Debtor's assets located within the territorial jurisdiction of the United States. In December, Seoul Central District Court approved a bid by Hanjin Shipping to sell its stake in a California terminal to Switzerland's Mediterranean Shipping Co. SA, said Martin O'Sullivan at Bankruptcy Law360, citing media reports. About Hanjin Shipping Hanjin Shipping Co., Ltd., is mainly engaged in the transportation business through containerships, transportation business through bulk carriers and terminal operation business. The Debtor is a stock-listed corporation with a total of 245,269,947 issued shares (common shares, KRW 5000 per share) and paid-in capital totaling KRW 1,226,349,735,000. Of these shares 33.23% is owned by Korean Air Lines Co., Ltd., 3.08% by Debtor and 0.34% by employee shareholders' association. The Company operates approximately 60 regular lines worldwide, with 140 container or bulk vessels transporting over 100 million tons of cargo per year. It also operates 13 terminals specialized for containers, two distribution centers and six Off Dock Container Yards in major ports and inland areas around the world. The Company is a member of "CKYHE," a global shipping conference and also a partner of "The Alliance," another global shipping conference to be launched in April 2017. Hanjin Shipping listed total current liabilities of KRW 6,028,543 million and total current assets of KRW 6,624,326 million as of June 30, 2016. As a result of the severe lack of liquidity, Hanjin applied to the Seoul Central District Court 6th Bench of Bankruptcy Division for the commencement of rehabilitation under the Debtor Rehabilitation and Bankruptcy Act on Aug. 31, 2016. On the same day, it requested and was granted a general injunction and the preservation of disposition of the Company's assets. The Korean Court's decision to commence the rehabilitation was made on Sept. 1, 2016. Tai-Soo Suk was appointed as the Debtor's custodian. The Chapter 15 case is pending in the U.S. Bankruptcy Court for the District of New Jersey (Bankr. D.N.J. Case No. 16-27041) before Judge John K. Sherwood. Cole Schotz P.C. serves as counsel to Tai-Soo Suk, the Chapter 15 petitioner and the duly appointed foreign representative of Hanjin Shipping. HEBREW HEALTH: Hires Marcum LLP as Auditors ------------------------------------------- Hebrew Health Care, Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the District of Connecticut to employ Marcum LLP as auditors to the Debtors. The Debtors require Marcum to: a. provide annual financial audit for the year ended September 30, 2016 in accordance with Government Auditing Standards and the Single Audit Act Amendments of 1996 and Title 2 US Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance); and US Department of Housing and Urban Development (HUF)'s agreed-upon procedures relating to the electronic submission of financial information submitted to HUD; b. prepare the Medicare Cost Report for the year ended September 30, 2016; c. audit the Organization's employee benefit plans for the applicable fiscal years that will be due during calendar year 2017; and d. prepare the tax returns for the applicable fiscal years that will be due during calendar year 2017. Marcum will be paid at these hourly rates: Partners & Principals & Directors $350 Directors $305 Senior Managers $245 Managers $195 Supervisors $150 Senior Staff $125 Staff $110 Frank J. Miceli, CPA, partner with Marcum LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Marcum may be reached at: Frank J. Miceli, CPA Marcum LLP City Place II 185 Asylum Street Hartford, CT 06103 Phone: (860) 760-0615 Cell: (860) 989-9782 Fax: (860) 760-0601 E-mail: frank.Miceli@marcumllp.com About Hebrew Health Care, Inc. Hebrew Health Care, Inc., Hebrew Life Choices, Inc., Hebrew Community Services, Inc., and Hebrew Home and Hospital, Incorporated, filed Chapter 11 petitions (Bankr. D. Conn. Case Nos. 16-21311, 16-21312, 16-21313, and 16-21314, respectively) on Aug. 15, 2016. The petitions were signed by Bonnie Gauthier, CEO. Their cases are assigned to Judge Ann M. Nevins. At the time of the filing, Hebrew Health Care, Inc., estimated assets at $1 million to $10 million and liabilities at $100,000 to $500,000; Hebrew Life Choices estimated assets at $10 million to $50 million and liabilities at $10 million to $50 million; Hebrew Community Services estimated assets at $500,000 to $1 million and liabilities at $100,000 to $500,000; and Hebrew Home and Hospital estimated assets at $1 million to $10 million and liabilities at $10 million to $50 million. The Debtors are represented by Elizabeth J. Austin, Esq., at Pullman and Comley, LLC. The United States Trustee for Region 2 appointed The Connecticut Light and Power Company, McKesson Corporation, and Morrison Management Specialists, Inc. to serve on the Official Committee of Unsecured Creditors. HIGH HOPES FARMS: Hires McGill & Woolery as Counsel --------------------------------------------------- High Hopes Farms II, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Maryland to employ Richard M. McGill of McGill & Woolery as counsel. The Debtor requires McGill & Woolery to: (a) give the Debtor-in-Possession legal advice with respect to powers and duties as debtor-in-possession in the continued operation of its business and management of its property; (b) prepare on behalf of the Debtor as Debtor-in-Possession necessary applications, answers, orders, reports and other legal papers; and (c) perform all other legal services for the Debtor as Debtor-in-Possession which may be necessary. The normal rate for Mr. McGill is currently $350 per hour. The Debtor has placed a deposit of $6,000 with counsel, and Mr. McGill will bill against that retainer in connection with his services subject to approval of a fee application by the Court. McGill & Woolery will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard M. McGill, principal of McGill & Woolery, 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. McGill & Woolery can be reached at: Richard M. McGill, Esq. MCGILL & WOOLERY 5303 West Court Drive P.O. Box 358 Upper Marlboro, MD 20773 Tel: (301) 627-5222 High Hopes Farms, II, L.L.C. filed a Chapter 11 bankruptcy petition (Bankr. D. Md. 16-27002) on Dec. 30, 2016. The Hon. Wendelin I Lipp presides over the case. On Jan. 3, 2017, Judge Lipp entered an Order to Show Cause as to why the case won't be dismissed. Responses to the Show Cause Order are due by Jan. 17. HII HOLDING: Moody's Affirms B2 Corp. Family Ratings, Outlook Neg. ------------------------------------------------------------------ Moody's Investors Service affirmed all ratings for HII Holding Corporation, including the B2 Corporate Family Rating ("CFR"), and revised the rating outlook to negative from stable. The outlook revision reflects rising credit risk from a combination of low organic growth prospects, still-elevated adjusted financial leverage four years after the private equity sponsor acquired control of the company in a secondary buyout transaction, modest cushion of compliance under financial maintenance covenants, and the nearing maturity of the company's revolving credit facility in December 2017. Issuer: HII Holding Corporation Affirmations: Probability of Default Rating, Affirmed B2-PD Corporate Family Rating, Affirmed B2 Senior Secured 1st Lien Bank Credit Facilities, Affirmed B1 (LGD3) Senior Secured 2nd Lien Bank Credit Facility, Affirmed Caa1 (LGD5) Outlook Actions: Outlook, Changed To Negative From Stable RATINGS RATIONALE Gulf Oil Ltd., controlled by the Hinduja Group, acquired control of Houghton in a secondary buyout from AEA Investors in November 2012, a transaction that roughly doubled the company's debt position and increased adjusted financial leverage to above 6 times (Debt/EBITDA). Houghton has repeatedly missed growth forecasts and acquisitions have recently outstripped free cash flow generation, resulting in adjusted financial leverage remaining elevated over the last several years and prompting an amendment to the company's financial maintenance covenants. Moody's estimates adjusted financial leverage in the mid 6 times (Debt/EBITDA), including some benefit for acquired businesses and unrealized synergies, and retained cash flow-to-debt of 6% (RCF/Debt) for the twelve months ended September 30, 2016. Moody's believes that achieving meaningful near-term improvement in EBITDA will be difficult in light of low organic growth prospects, limited ability to reduce costs given the company's long-term ownership by private equity and already implemented restructuring programs, and constraints on inorganic growth opportunities imposed by a highly-leveraged balance sheet. Houghton's revolving credit facility matures in December 2017 and first lien senior secured term loan in December 2019, giving the company less time than most other B-rated chemical companies to address debt maturities. However, the company has a relatively stable business compared to rated peers, consistently generates modestly positive free cash flow, and reported $34 million of balance sheet cash at September 30, 2016. The B2 CFR is constrained primarily by weak credit measures for the rating category, modest cushion of compliance under financial maintenance covenants in the company's credit agreement, and near-term maturity of the revolving credit facility. The rating also considers Houghton's modest size, low organic growth prospects, and exposure to cyclical end markets, such as automotive and steel. Houghton has restructured its operations, improved profit margins, and started generating stronger and more consistent free cash flow over the past several years. This is a key factor supporting the rating. The ratings are also supported by the necessity of the company's products (machinery cannot operate without lubricants), long-term relationships across a broad base of customers, meaningful switching costs in certain applications, operational and geographic diversity, and a track record of operating with significant financial leverage. The negative outlook reflects the modest decline in EBITDA since 2013, a highly-leveraged balance sheet, and near-term debt maturities. Moody's could revise the outlook back to stable if the company addresses the revolver maturity in the very near-term and evidences a clear path to reducing leverage comfortably below 6 times in 2017. Moody's could downgrade the rating if the company does not address near-term debt maturities over the next several months. Moody's could also downgrade the rating with expectations for adjusted financial leverage sustained over 6.5 times, interest coverage sustained below 2 times (EBITDA/Interest), or free cash flow to debt sustained below 2% (FCF/Debt). Moody's could upgrade the rating with expectations for adjusted financial leverage sustained below 4 times, free cash flow to debt approaching 10%, and a commitment to more conservative financial policies. Houghton International Inc., a wholly-owned subsidiary of HII Holding Corporation, manufactures and markets metalworking fluid products and services. Gulf Oil Corp. Ltd., controlled by the Hinduja Group, agreed to acquire Houghton in a secondary buyout transaction from AEA Investors in November 2012 and completed the related debt financing in December 2012. The financing is non-recourse to Gulf with Houghton operating as a standalone entity. HOMER CITY: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Homer City Generation, L.P. aka Homer City Funding LLC 1750 Power Plant Road Homer City, PA 15748 Case No.: 17-10086 Type of Business: Homer City Generation, L.P. is a Delaware limited partnership engaged in the business of operating and selling energy and capacity from its three coal-fired electric generating units and related facilities located near Pittsburgh, Pennsylvania, with an aggregate net capacity of 1,884 MW. Chapter 11 Petition Date: January 11, 2017 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Mary F. Walrath Debtor's Counsel: Joseph Charles Barsalona II, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: 302-651-7542 Fax: 302-498-7542 E-mail: barsalona@rlf.com - and - Mark D. Collins, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: 302 651-7700 Fax: 302-651-7701 E-mail: collins@RLF.com - and - Andrew Dean, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: 302-651-7569 Fax: 302-651-7701 E-mail: dean@rlf.com - and - Russell C. Silberglied, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: 302-651-7700 Fax: 302-651-7701 E-mail: silberglied@rlf.com Debtor's Restructuring Advisor: ZOLFO COOPER MANAGEMENT, LLC Debtor's Investment Banker: PJT PARTNERS INC. Debtor's Claims & Administrative Advisor: EPIQ BANKRUPTCY SOLUTIONS, LLC Estimated Assets: $1 billion to $10 billion Estimated Debts: $500 million to $1 billion The petition was signed by John R. Boken, chief restructuring officer. List of Debtor's 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Commonwealth of PA Regulatory $1,100,000 Clean Air Fund (Environmental) PO Box 8460 Harrisburg, PA 17105 Tel: 412-442-4168 Email: Abinder@pa.com R&L Development Company Trade Debts $831,675 PO Box 529 New Alexandria, PA 15670 David Zuchegno Tel: 724-668-3121 Email: dzuchegno@rldevco.com Hayes Mechanical Trade Debts $790,088 5959 S Harlem Ave Chicago, IL 60638 Eric Heuser Tel: 847-902-4769 Email: eheuser@hayesmechanical.com Cleveland Brothers Equipment Trade Debts $471,322 Co Inc. 4565 William Penn Hwy Murrysville, PA 15668 Jennifer Stiller 717-635-7401 x 2244 Email: Jstiller@clevelandbrothers.com Buffalo & Pittsburgh Railroad Trade Debts $373,165 201 N Penn St, Punxsutawney, PA 15767 Kevin Bowser Tel: 814-938-1505 Email: kbowser@gwrr.com Somerset Steel Erection Company Inc. Trade Debts $253,111 2478 Lincoln Hwy Stoystown, PA 15563 Robert Hay Tel: 814-629-2107 Email: reh@jjbodies.com Naes Power Contractors Inc Trade Debts $224,159 Email: Tiffani.williams@naes.com CME Engineering LP Trade Debts $192,985 Email: Sue.toth@cmemgmt.com Brand Energy Services LLC Trade Debts $184,818 Email: Jacqueline.pardee@bais.com Allegheny Mineral Corporation Trade Debts $155,796 Email: Ken.cooper@syndercos.com Townsend Gas & Oil Inc. Trade Debts $141,219 Email: townsendgasoil@live.com US Security Associates Inc. Trade Debts $136,880 Email: lsutton@ussecurityassociates.com Kirby Electric Service Inc. Trade Debts $129,493 Email: jconnors@kirbyelectricinc.com Burnham Industrial Contractors Inc. Trade Debts $119,261 Email: patty@binsul.com Control Analytics Inc. Trade Debts $109,745 Email: Amy.b@controlanalytics.com SCR-TECH LLC Trade Debts $102,752 Email: c.oleyourryk@coalogix.com Latrobe Window Cleaning Company Trade Debts $101,633 Email: Sharon.weiss@latrobewindow.com GAP Pollution & Environmental Trade Debts $94,296 Email: lora@teamgap.com Tetra Tech Inc. Trade Debts $93,500 Email: Dale.skoff@tetratech.com Babcock & Wilcox Company Trade Debts $89,777 Email: cdodum@babcock.com GAI Consultants Incorporated Trade Debts $87,351 Email: k.khiliji@gaiconsultants.com AirGas Specialty Products Trade Debts $77,506 Email: grant.williams@airgas.com Sepco-PA Inc. Trade Debts $72,968 Email: bgray@sepco-pa.com Air Science Consultants Trade Debts $71,450 Avogadro Environmental Trade Debts $57,804 Corporation Email: Ggavin-stout@montrose- env.com PA Department of Revenue Regulatory $54,841 Cintar Inc Trade Debts $54,097 Email: kbrezinski@cintar.com Gould-Kramer Inc. Trade Debts $53,080 Email: gouldkramer@hotmail.com Terrasource Global Inc. Trade Debts $52,035 Email: Daniel.porte@terrasource.com HDR Engineering Inc. Trade Debts $50,276 Email: John.vangehuchten@hdrinc.com HOMER CITY: Files for Ch. 11 Bankruptcy with Debt-for-Equity Plan ----------------------------------------------------------------- Homer City Generation, L.P., a Delaware limited partnership that operates three coal-fired electric generating units with an aggregate net capacity of 1,884 MW, sought bankruptcy protection to implement a prepackaged financial restructuring plan of reorganization. "Today, with the strong support of the noteholders, we are taking the next step to implement Homer City's financial restructuring plan," said John Boken, a senior managing director at Zolfo Cooper, who will serve as the Company's chief restructuring officer during the restructuring process. "Through this process, we expect to enhance the Company's financial flexibility, eliminate over $600 million in existing secured debt from the Company's balance sheet and enable Homer City to continue to invest in its operations and environmental compliance. We thank the personnel at Homer City for their continued hard work and focus on safe and efficient operations." The Chapter 11 case represents the second restructuring for Homer City. In 2012, Homer City Funding LLC (the Old Homer), restructured its debts consisting primarily of bonds issued in connection with the lease of the Facility from its then-current owners. The Debtor was formed on July 5, 2012, in connection with a prior Chapter 11 restructuring involving the Facility. As of the Petition Date, Homer City had outstanding secured notes obligations amounting to approximately $607 million, comprising of (i) $140 million in principal amount of 2019 Secured Notes and (ii) $467 million in principal amount of 2026 Secured Notes, issued pursuant to that certain Indenture, dated as of Dec. 14, 2012, by and between Homer City, as issuer, and The Bank of New York Mellon, as trustee and collateral agent. Homer City also has trade claims in the amount of approximately $15 million as of the Petition Date, as disclosed in court documents. According to Mr. Boken, a number of external factors and energy market developments over the past several years severely impacted Homer City's financial performance and adversely impaired the value of the enterprise. These factors, he said, include, among other things, the shift in merchant generation energy market economics for coal-fired facilities, increased in natural gas supply resulting in lower energy prices, market volatility and government regulations and compliance costs. In recognition of the shifting energy market and economic landscape for Homer City, Mr. Boken related that in early 2016 the Facility's leadership team assessed various operational restructuring alternatives and implemented a number of measures to reduce ongoing costs and more closely manage liquidity. As a result of these measures, which included the idling of the coal cleaning plant, a reduction in proposed routine maintenance activities, and cutbacks in non-maintenance operation and maintenance functions and projects, Homer City estimates it achieved approximately $3 million in annual savings and approximately $5 million in enhanced liquidity. Homer City also managed down its coal inventory in 2016, monetizing approximately $15 million of its coal assets and thus mitigating 2016 liquidity needs for fuel. "However, while these actions collectively allowed Homer City additional time to evaluate strategic options and potential value-maximizing propositions, they have not generated sufficient savings to offset the impact to Homer City of the recent material shift in merchant energy market economics and opportunities," Mr. Boken maintained. In November 2015, Homer City engaged PJT Partners, its financial advisor, to seek a buyer for the Facility. After consultation with an ad hoc group of noteholders which collectively hold approximately 70% of the outstanding principal amount of the Notes, the Debtor elected to pursue a restructuring on the terms set forth in the RSA rather than proceed with any of the bids received in connection with the sale process. Pre-Packaged Plan After extensive discussions over the past several months with holders of the Debtor's outstanding secured notes, which represent the Debtor's only outstanding funded debt and the only class of impaired creditors under the Plan, the Debtor entered into a restructuring support agreement, dated as of Jan. 9, 2017, with holders of approximately 70% of the Notes and the GE Parties, the Debtor's equity sponsor and a holder of an additional 16% of the Notes, for total support of approximately 86% of the holders of Notes Claims. The Plan contemplates a debt-for-equity swap of the Notes and facilitates a transfer of ownership and financial management to holders of the Notes. Under the Plan, the Debtor will cancel the existing equity interests in Homer City, issue shares of a new holding company of the reorganized debtor on a pro rata basis to Holders of Senior Notes Claims in exchange for the extinguishment and cancellation of the Senior Notes, and provide for the treatment of other Claims and Interests. It also contains several milestones for the Chapter 11 case relating to use of cash collateral and the filing and approval of the Plan and an accompanying disclosure statement. Mr. Boken said the consensual restructuring provided for in the RSA and implemented in the Plan will: (i) reduce the Debtor's existing debt by over $600 million; (ii) transition the Debtor's business to its new owners in a way that preserves its value and minimizes operational disruption; and (iii) resolves issues such as the Surety Indemnity Agreements' status post-emergence. Contemporaneously with entering into the RSA, Homer City and CONSOL Energy Inc. entered into a new two-year supply contract that will help Homer City meet its anticipated fuel needs through the end of 2018. NRG Energy Services will remain in place as the plant operator under the terms of an amended Operations and Maintenance Agreement that currently runs through Dec. 31, 2017. As such, NRG personnel at Homer City will continue to operate and maintain the plant in the ordinary course. GE Energy Financial Services will also continue as Asset Manager through the in-court restructuring process and will provide transitional assistance after the Effective Date to facilitate the ownership change. In addition, the Company's proposed Plan of Reorganization provides that trade and other general unsecured creditors will be paid in full for their claims. About Homer City Homer City Generation, L.P., is the owner of a coal-fired, independent power production plant located in Homer City, Pennsylvania, about 45 miles east of Pittsburgh. Non-debtor EFS Homer City, LLC owns 95.04% of the partnership interests of Homer City. Metropolitan Life Insurance Company, which is also not a Debtor in these cases, owns 4.96% of the partnership interests of Homer City. Homer City filed a voluntary case under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware on Jan. 11, 2017. The case has been assigned to Judge Mary F. Walrath and Case No. 17-10086. Homer City expects to meet its business obligations in the normal course and intends to pay vendors in full for goods and services provided on or after the filing date under normal terms and conditions. Homer City also filed a number of customary motions seeking Court authorization to support its business operations during the pre-packaged reorganization process, including approval for Homer City to: (a) access its cash collateral, (b) continue using its existing cash management system, (c) prohibit utility companies from discontinuing services, and (d) pay prepetition claims of general unsecured creditors. Richards, Layton & Finger is serving as legal advisor to Homer City, PJT Partners is serving as its financial advisor and Zolfo Cooper is Homer City's restructuring advisor. Epiq Bankruptcy Solutions, LLC is serving as the Debtor's claims and administrative advisor. O'Melveny and Myers LLP and Young Conaway Stargatt & Taylor, LLP are serving as legal advisors to the ad hoc group of noteholders and Houlihan Lokey is serving as the financial advisor to the ad hoc group of noteholders. HUDSON VALLEY HOSPITALITY: Hires Penachio Malara as Counsel ----------------------------------------------------------- Hudson Valley Hospitality Group, Inc., d/b/a Stone Manor 101 seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ Penachio Malara LLP as counsel for the Debtor. The Debtor requires Penachio Malara to: a. assist in the administration of its Chapter 11 proceeding and comply with applicable law and rules b. set a bar date, review claims and resolve any claims which should be disallowed c. address lease issue; and d. assist in reorganization and confirming a Chapter 11 plan. The Penachio Malara lawyers and professionals who will work on the Debtor's case and their hourly rates are: Anne Penachio, Esq. $400 Frank Malara, Esq. $325 Paralegal $150 Prior to the filing, Penachio Malara received a fee of $5,000. Anne Penachio, Esq., partner of Penachio Malara 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. Penachio Malara may be reached at: Anne Penachio, Esq. Penachio Malara LLP 235 Main Street, Suite 600A White Plains, NY 10601 Tel: (914)946-2889 About Hudson Valley Hospitality Group Hudson Valley Hospitality Group, Inc., d/b/a Stone Manor 101 filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-23590) on November 17, 2016. Anne Penachio, Esq., at Penachio Malara LLP serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. INDRA HOLDINGS: S&P Lowers CCR to 'CCC+' Due to High Leverage ------------------------------------------------------------- S&P Global Ratings said that it lowered its corporate credit rating on Cincinnati, Ohio-based Indra Holdings Corp. to 'CCC+' from 'B-'. The outlook is stable. Concurrently, S&P is lowering its issue-level rating on the company's $245 million first-lien term loan due 2021 to 'CCC+' from 'B-'. The '4' recovery rating on this facility remains unchanged, which indicates S&P's expectation for average (30% to 50%, at the low end of the range) recovery in the event of a payment default. "The downgrade reflects our belief that Indra's capital structure is potentially unsustainable over the long term with debt to EBITDA elevated close to 10x. Indra's performance has deteriorated meaningfully as the U.S. brick and mortar retailers, Indra's key sales channel, are battling significantly less traffic as customer buying behaviors turn to digital channels. Indra has limited digital channel exposure and is concentrated in selling its products through large department stores and mass merchants. The company's top line has also suffered recently as a result of unseasonably warm winters, which have reduced demand for its products, and the stronger dollar hurting the profitability of its otherwise stable international business. We now estimate that the company will experience mid-single digit volume decline and that its EBITDA margin will be about 200 basis points lower than our previous expectations, which we forecast will weaken debt to EBITDA to around the 10x level in 2017 and 2018. We believe the high leverage increases the likelihood of a distressed debt offer over the near to medium term," S&P said. Indra has established an aggressive turnaround strategy to mitigate the sales decline that focuses on entry into digital channels and continued focus on product innovation. However, S&P believes retail cycles are long, and any meaningful recovery in the business would take 12-24 months to materialize, thus leaving the company's credit metrics very weak for an extended period. Despite these challenges, S&P believes the company is prudent in managing its cash flow and working capital, such that S&P projects positive free cash flow and adequate availability under its Asset Backed Lending facility (ABL revolver) over the near term. S&P's base-case forecast assumptions for Indra are: -- Single-digit revenue decline in 2017 and 2018 as the brick and mortar retail channels continue to decline. -- Operating margins maintained in the low double digits, as the company works to offset unfavorable currency impact and investment in its sales and marketing initiatives by reducing overhead costs. Capital expenditures of $2 million to $3 million a year. -- Free operating cash flow of about $5 million to $8 million. -- No dividends or share buybacks. S&P's ratings on Indra--the maker of Totes, Isotoner, and Acorn branded rainwear, footwear, and cold-weather accessories--also reflect the company's narrow business focus owing to its reliance on weather-dependent products. This includes winter and rain accessories such as gloves, slippers, umbrellas, and ponchos. The company is also concentrated in the wholesale channel, and heavily depends on mass merchants and department stores. As a result, one of the company's key strategic growth initiatives is to expand its customer and channel development to adapt to the changes in customer shopping behavior and expand key partnerships such as those with Amazon and Costco. Indra generates 30% of its revenue outside of the U.S., predominately in France and the U.K. International sales have typically been more stable than in the U.S., but it exposes the company to euro and pound sterling exchange rate volatility against the U.S. dollar. As a result of recent U.S. dollar appreciation, the company's EBITDA has deteriorated meaningfully. S&P projects that the company's operating profits will remain under pressure, and any growth will be a result of pricing or cost saving initiatives. S&P views Indra's liquidity as adequate, reflecting its belief that the company's sources of cash will exceed its uses by at least 1.2x and will continue to exceed uses even if EBITDA were to decline by 15%. S&P views the company having enough liquidity and the discipline to manage its revolver usage to support peak seasonal needs. In addition, it has no significant near term or medium term maturities. S&P's view of the company's liquidity profile also incorporates these assumptions: Principle Liquidity Sources (as of Oct. 31, 2016) -- Cash on hand of $17 million; -- Undrawn bank lines of $85 million; and -- Funds from operations of about $8 million annually. Principle Liquidity Uses: -- Peak seasonal working capital requirement of $75 million; And -- Capital expenditure of $2 million annually. The company has a springing fixed charge covenant on its ABL revolving facility when availability is under $10 million. S&P do not expect the springing trigger to be tripped in its forecast horizon. Should an unexpected cash event require the company to draw down this facility, S&P currently estimates there will be over 20% of EBITDA cushion. The stable outlook reflects S&P's expectation that Indra will maintain adequate liquidity by prudently managing its cash and working capital, as it has no significant near or medium term debt maturities. S&P also expects the company to maintain enough availability under its ABL facility such that the covenant event will not be triggered and the company maintains a fixed charge ratio above 1x. S&P could lower its ratings if Indra's turnaround efforts are not successful and performance deteriorates to the extent that liquidity becomes constrained or leverage weakens beyond S&P's current expectations. This could happen if the covenant event is triggered under the ABL revolver, at which time S&P believes the company will have difficulty complying with the covenant. In addition, operating underperformance would further weaken financial leverage and would likely lead the company to consider a distressed exchange offer to restore financial health. S&P believes such an event could occur if sales weaken beyond its current expectations, perhaps because of unfavorable weather or increased competition, or if the U.S. dollar strengthens significantly in the near future. S&P would raise its ratings if Indra's initiatives in expanding into the ecommerce and other key partner channels materialize and the company is able to grow its top line in a profitable manner. Under such a scenario, S&P would expect the company's credit metrics to materially improve with debt to EBITDA sustained below 8x. S&P estimates EBITDA would need to improve by 30% from current levels. -- S&P's recovery analysis is focused on the company's $245 million senior secured first-lien term loan. S&P estimates that for Indra to default, cash flow would need to be significantly reduced due to faster-than-anticipated performance deterioration to the extent that the company has trouble paying interest and required amortization. -- Emergence EBITDA: $34 million -- Multiple 5.5x -- Gross recovery value: $187 million -- Net enterprise value (after 5% administrative costs): $160 million -- Valuation split in % (obligator/nonobligator): 70%/30% -- Estimated priority claims: $67 million -- Collateral value available for first-lien claims: $77 million -- Estimated secured first-lien debt: $235 million -- Recovery Range: 30%-50% (at the lower end) All debt amounts include six months of prepetition interest. INTERPACE DIAGNOSTICS: Empery Asset Has 7.5% Stake as of Jan. 3 --------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Empery Asset Management, LP, Ryan M. Lane and Martin D. Hoe disclosed that as of Jan. 3, 2017, they beneficially own 210,000 shares of common stock of Interpace Diagnostics Group, Inc., representing 7.48 percent of the shares outstanding. A full-text copy of the regulatory filing is available at: goo.gl/VSn52u About Interpace Diagnostics Headquartered in Parsippany, New Jersey, Interpace Diagnostics Group, Inc., is focused on developing and commercializing molecular diagnostic tests principally focused on early detection of high potential progressors to cancer and leveraging the latest technology and personalized medicine for patient diagnosis and management. The Company currently has four commercialized molecular tests: PancraGen, a pancreatic cyst molecular test that can aid in pancreatic cyst diagnosis and pancreatic cancer risk assessment utilizing our proprietary PathFinder platform; ThyGenX, which assesses thyroid nodules for risk of malignancy, ThyraMIR, which assesses thyroid nodules risk of malignancy utilizing a proprietary gene expression assay. Interpace reported a net loss of $11.35 million in 2015 following a net loss of $16.07 million in 2014. As of Sept. 30, 2016, the Company had $45.96 million in total assets, $47.44 million in total liabilities and a total stockholders' deficit of $1.47 million. BDO USA, LLP, in Woodbridge, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from continuing operations that raise substantial doubt about its ability to continue as a going concern. INTERPACE DIAGNOSTICS: Sabby No Longer a Shareholder as of Dec. 31 ------------------------------------------------------------------ In an amended Schedule 13G filed with the Securities and Exchange Commission, Sabby Healthcare Master Fund, Ltd., Sabby Management, LLC and Hal Mintz disclosed that as of Dec. 31, 2016, they have ceased to beneficially own shares of common stock of Interpace Diagnostics Group, Inc. A full-text copy of the regulatory filing is available for free at goo.gl/KtO5ZD About Interpace Diagnostics Headquartered in Parsippany, New Jersey, Interpace Diagnostics Group, Inc., is focused on developing and commercializing molecular diagnostic tests principally focused on early detection of high potential progressors to cancer and leveraging the latest technology and personalized medicine for patient diagnosis and management. The Company currently has four commercialized molecular tests: PancraGen, a pancreatic cyst molecular test that can aid in pancreatic cyst diagnosis and pancreatic cancer risk assessment utilizing our proprietary PathFinder platform; ThyGenX, which assesses thyroid nodules for risk of malignancy, ThyraMIR, which assesses thyroid nodules risk of malignancy utilizing a proprietary gene expression assay. Interpace reported a net loss of $11.35 million in 2015 following a net loss of $16.07 million in 2014. As of Sept. 30, 2016, the Company had $45.96 million in total assets, $47.44 million in total liabilities and a total stockholders' deficit of $1.47 million. BDO USA, LLP, in Woodbridge, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from continuing operations that raise substantial doubt about its ability to continue as a going concern. J&A REAL ESTATE: Hearing on Plan Outline Scheduled For Feb. 14 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Pennsylvania will hold on Feb. 14, 2017, 9:30 a.m. a hearing to consider the approval of the disclosure statement filed by J & A Real Estate Partnership referring to the Debtor's plan of reorganization, both dated Dec. 27, 2016. Objections to the Disclosure Statement must be filed by Feb. 3, 2017. J & A Real Estate Partnership, based in York, PA, filed a Chapter 11 petition (Bankr. M.D. Pa. Case No. 16-03341) on August 12, 2016. The Hon. Mary D France presides over the case. Craig A. Diehl, Esq., at the Law Offices of Craig A. Diehl, serves as the Debtor's bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. The petition was signed by John A. Kerchner, partner. JACK ROSS: Taps Tirena Jones to Prepare Tax Returns --------------------------------------------------- Jack Ross Industries, LLC has filed an application seeking court approval to hire a professional to prepare its income tax returns. In its application filed with the U.S. Bankruptcy Court in Nevada, the Debtor proposes to hire Tirena Jones, an accountant, and pay her an hourly rate of $125 for her services. Ms. Jones does not have any connection with the Debtor or its creditors, and is "disinterested" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The Debtor is represented by: Alan R. Smith, Esq. Law Offices of Alan R. Smith 505 Ridge Street Reno, NV 89501 Tel: (775) 786-4579 Fax: (775) 786-3066 Email: mail@asmithlaw.com About Jack Ross Industries, LLC Jack Ross Industries' business is retail gun use and light manufacturing. Jack Ross Industries, based in Reno, Nevada, filed a Chapter 11 petition (Bankr. Bankr. D. Nev. Case No. 16-51053) on August 24, 2016. The petition was signed by Christopher Parker, managing member. The Debtor is represented by Alan R. Smith, Esq., at the Law Offices of Alan R. Smith. The case is assigned to Judge Bruce T. Beesley. The Debtor disclosed $168,100 in assets and $1.06 million in liabilities. No official committee of unsecured creditors has been appointed in the case. LENSAR INC: Hires Epiq as Administrative Advisor ------------------------------------------------ Lensar, Inc. seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Epiq Bankruptcy Solutions, LLC as administrative advisor, nunc pro tunc to the December 16, 2016 petition date. The Debtor requires Epiq to: (a) assist with the preparation of the Debtor's Schedules of Assets and Liabilities and Statement of Financial Affairs; (b) tabulate votes and perform subscription services as may be requested or required in connection with any and all Plans filed by the Debtor and provide ballot reports and related balloting and tabulation services to the Debtor and its professionals; (c) generate an official ballot certification and testify, if necessary, in support of the ballot tabulation results; (d) manage any distribution pursuant to a confirmed Plan prior to the effective date of such Plan; and (e) perform such other administrative services as may be requested by the Debtor that are not otherwise allowed under the order approving the Section 156(c) Application. Epiq will be paid at these hourly rates: Clerical/Admin Support $25-$45 IT/Programming $65-$85 Case Managers $70-$165 Consultants/Directors/ Vice Presidents $160-$190 Solicitation Consultant $190 Executive Vice President, Solicitation $215 Epiq will also be reimbursed for reasonable out-of-pocket expenses incurred. Under the Services Agreement, prior to the Petition Date, the Debtor paid Epiq an advanced payment of $10,000. The Retainer will be held first as security for the services to be rendered under the Section 156(c) Application, with any remaining amount to be available as security for the services to be rendered under the Section 327 Application. Brian Karpuk, director of Epiq, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The Court will hold a hearing on the application on January 30, 2017, at 10:30 a.m. Objections, if any, are due January 23, 2017 at 4:00 p.m. Epiq can be reached at: Brad Scott EPIQ BANKRUPTCY SOLUTIONS, LLC 777 Third Avenue, 12th Floor New York, NY 10017 Tel: (917) 817-4587 About Lensar, Inc. Lensar, Inc. -- http://www.lensar.com/-- is involved in next generation femtosecond laser technology for refractive cataract surgery. The LENSAR Laser System with Streamline II offers cataract surgeons automation and customization of essential steps of the refractive cataract surgery procedure with the highest levels of precision, accuracy, and efficiency, while optimizing overall visual outcomes. Lensar filed a chapter 11 petition (Bankr. Del. Case No. 16-12808) on Dec. 16, 2016. The petition was signed by Nicholas T. Curtis, chief executive officer. Matthew Summers, Esq., at Ballard Spahr LLP, represents the Debtor. Epiq Bankruptcy Solutions, LLC, serves as notice and claims agent. The Debtor estimated $50 million to $100 million in assets and liabilities. LEVEL 8 APPAREL: Seeks to Hire Ruta Soulios as Legal Counsel ------------------------------------------------------------ Level 8 Apparel, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire legal counsel. The Debtor proposes to hire Ruta Soulios & Stratis LLP to give advice regarding its duties under the Bankruptcy Code, prepare a bankruptcy plan, assist in connection with any potential sale of its assets, and provide other legal services. The hourly rates charged by the firm are: Partners $440 Associates $275 - $375 Of Counsel $275 - $375 Legal Assistants $150 - $185 Steven Soulios, 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: Steven A. Soulios, Esq. Ruta Soulios & Stratis LLP 370 Lexington Avenue, 24th Floor New York, NY 10017 Phone: (212) 997-4500 About Level 8 Apparel Level 8 Apparel LLC is an outerwear design, import/manufacturing company that produces, among other things, men's and women's outerwear garments. It holds licenses to produce and sell Elie Tahari men's outerwear, Tahari men's outerwear, and On Five men's and women's apparel and outerwear. It also has a private label division, which produces apparel for large vertical retailers such as Costco, Express, Urban Outfitters, Lane Bryant, and others. Its principal place of business is located at 250 West 39th Street, Suite 502, New York, NY. Level 8 Apparel LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-13164) on Nov. 14, 2016. The petition was signed by Frank Spadaro, president. The case is assigned to Judge James L. Garrity Jr. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Debtor is represented by Steven Soulios, Esq., Ruta Soulios Stratis LLP. No trustee or examiner or statutory committee has been appointed in the Chapter 11 case. LIMITED STORES: To Close All 250 Stores --------------------------------------- Lillian Rizzo, writing for The Wall Street Journal, reported that women's apparel retailer Limited Stores LLC is closing all of its 250 stores nationwide. According to the report, in a short message to customers, the retailer said "this isn't goodbye," but that it was closing all of its brick-and-mortar locations. The retailer's website is still available to shoppers, the report said. The home page flashed a 50% off everything sale, and said all purchases would be final, the report related. The Journal noted that in December The Limited began laying off employees at its New Albany, Ohio headquarters, with roughly 250 workers expected to be affected. In a letter to employees, which was reviewed by The Wall Street Journal, Chief Financial Officer Larry Fultz said that due to a heavy debt load and tough retail environment the company had to be sold or it would be closed altogether, the report related. He said in the letter the company was in the process of reviewing bids from potential buyers, and was "hopeful" the business would remain open, the report further related. The Wall Street Journal reported in November that The Limited hired Guggenheim Partners as a financial adviser to help it explore a possible sale, the report said. People familiar with the matter said a restructuring was a strong possibility, the report added. MARINA BIOTECH: Presents Clinical Data for FAP Treatment -------------------------------------------------------- Marina Biotech, Inc. presented on Jan. 9, 2017, clinical data from its CEQ508 phase 1 trial for the treatment of Familial Adenomatous Polyposis (FAP) at its previously announced presentation at the 9th Annual Biotech Showcase. The trial has met its primary and secondary endpoints of safety and efficacy for CEQ508. As detailed in the presentation, the data demonstrated "safety and statistically significant Catenin Knockdown for Cohort 2 along the Duodenum and Ileum." Management also stated during the presentation its intentions to continue clinical development of CEQ508 in combination with IT-102, which was acquired in the recent merger with IthenaPharma. A copy of the slide deck used in connection with the presentation is available for free at: https://is.gd/zaCGGS About Marina Biotech Marina Biotech, Inc., headquartered in Bothell, Washington, is a biotechnology company focused on the discovery, development and commercialization of nucleic acid-based therapies utilizing gene silencing approaches such as RNA interference ("RNAi") and blocking messenger RNA ("mRNA") translation. The Company's goal is to improve human health through the development, either through its own efforts or those of its collaboration partners and licensees, of these nucleic acid-based therapeutics as well as the delivery technologies that together provide superior treatment options for patients. The Company has multiple proprietary technologies integrated into a broad nucleic acid-based drug discovery platform, with the capability to deliver novel nucleic acid-based therapeutics via systemic, local and oral administration to target a wide range of human diseases, based on the unique characteristics of the cells and organs involved in each disease. On June 1, 2012, the Company announced that, due to its financial condition, it had implemented a furlough of approximately 90% of its employees and ceased substantially all day-to-day operations. Since that time substantially all of the furloughed employees have been terminated. As of Sept. 30, 2012, the Company had approximately 11 remaining employees, including all of its executive officers, all of whom are either furloughed or working on reduced salary. As a result, since June 1, 2012, its internal research and development efforts have been minimal, pending receipt of adequate funding. Marina Biotech reported net income applicable to common stockholders of $2.64 million for the year ended Dec. 31, 2015, compared to a net loss applicable to common stockholders of $12.47 million for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Marina Biotech had $6.88 million in total assets, $5.47 million in total liabilities and $1.40 million in total stockholders' equity. Wolf & Company, P.C., in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations, has a significant accumulated deficit and does not have sufficient capital to fund its operations. This raises substantial doubt about the Company's ability to continue as a going concern. MICHEAL THOMAS: Names Eric Liepins as Counsel --------------------------------------------- Micheal Thomas Insurance Agency, Inc. seeks authorization from the U.S. Bankruptcy Court for the Northern District of Texas to employ Eric A. Liepins and the law firm of Eric A. Liepins, P.C. as counsel, effective January 2, 2016. The Debror requires the employment of the law firm for the purpose of orderly liquidating the Debtor's assets, reorganizing the claims of the estate, and determining the validity of claims asserted in the estate. The firm will be paid at these hourly rates: Eric A. Liepins $275 Paralegals and Legal Assistants $30-$50 The law firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The firm has been paid a retainer of $5,000, plus the filing fee. Mr. Liepins assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estate. The firm can be reached at: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 Fax: (972) 991-5788 Micheal Thomas Insurance Agency, Inc. filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 17-30011) on Jan. 2, 2017. The Hon. Harlin Dewayne Hale presides over the case. MODULAR SPACE: Seeks to Employ Borden Ladner as Canadian Counsel ---------------------------------------------------------------- Modular Space Holdings, Inc seeks the approval of the United States Bankruptcy Court for the District of Delaware to employ Borden Ladner Gervais LLP (BLG) as special Canadian counsel. Services to be provided by BLG are: (a) Provide advice to the Debtors with respect to their rights and duties under Canadian law; (b) Commence on the Debtors' behalf Canadian proceedings under the Companies' Creditors Arrangement Act; (c) Prepare on the Debtors' behalf any necessary applications, motions, answers, replies, discovery requests, forms of orders, reports and other pleadings and legal documents; (d) Advise the Debtors with respect to issues of Canadian law arising during the course of the operation of their business; and (e) Perform all other legal services for the Debtors that may be necessary herein. BLG's current hourly rates are: Partners: $530 – $6803 Associates: $265 – $275 Paralegals: $200 – $310 Articling Students: $165 Roger Jaipargas, Esq., attests that none of BLG's partners, counsel or associates hold or represent any interest adverse to the Debtors' estates or their creditors, and BLG is a "disinterested person," as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Roger Jaipargas, Esq. Borden Ladner Gervais LLP Bay Adelaide Centre, East Tower 22 Adelaide Street West, Suite 3400 Toronto, ON, Canada M5H 4E3 Tel: 416-367-6266 Toll-Free (North America): 1-855-660-6003 Fax: 416-367-6749 E-mail: RJaipargas@blg.com About Modular Space Modular Space Corporation (ModSpace), based in Berwyn, Pa. -- http://Blog.ModSpace.com/-- is the largest U.S.-owned provider of office trailers, portable storage units and modular buildings for temporary or permanent space needs. Building on nearly 50 years of experience, ModSpace serves a diverse set of customers and markets including commercial, construction, education, government, healthcare, industrial, energy, disaster relief, franchise and special events through an extensive branch network across the United States and Canada. On Dec. 21 2016, Modular Space Holdings, Inc., and six affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Case No. 16-12825 to 16-12831) to pursue a prepackaged plan of reorganization. The cases are pending joint administration under Case No. 16-12825 before the Honorable Kevin J. Carey in the United States Bankruptcy Court for the District of Delaware. ModSpace estimated $1 billion to $10 billion in assets and liabilities. Cleary Gottlieb Steen & Hamilton LLP is acting as legal counsel for the Company; Lazard Middle Market LLC and Lazard Freres & Co. LLC are acting as the Company's investment bankers and Zolfo Cooper is the Company's financial advisor. Kurtzman Carson Consultants is the claims and noticing agent. Dechert LLP is acting as legal counsel and Moelis & Company LLC is acting as financial advisor to the ad hoc group of noteholders. * * * Modular Space Corporation filed a Prepackaged Plan of Reorganization that will eliminate approximately $400 million of debt from the Company's balance sheet, provide $90 million of new equity capital from the bondholders via a rights offering and include a new $719 million credit facility to be provided by the existing asset based lenders (the "Lenders"). General unsecured claims, to the extent not paid earlier by order of the Court, would either be paid in full in cash or reinstated on the Effective Date. However, under certain conditions, the Plan affords the noteholders the right to direct the Debtors (subject to certain consent rights) to pursue an "alternative transaction." MOSAIC MANAGEMENT: Investor Panel Hires Bast Amron as Counsel ------------------------------------------------------------- The Official Committee of Investor Creditors of Mosaic Management Group, Inc., et al., seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to retain Bast Amron LLP as counsel for the Committee, nunc pro tunc to December 21, 2016. The Committee requires Bast Amron to: a. give advice to the Investor Committee with respect to its powers and duties as the Investor Committee in this case; b. advise the Investor Committee with respect to issues including use of cash collateral, sales of assets, approval of any disclosure statement which may be filed, confirmation of any plan which may be filed, alternatives to the reorganization process, avoidance actions, and other pertinent matters; c. prepare motions, pleadings, orders, application, adversary proceedings, and other legal documents necessary in the case; d. protect the interest on the Investor Committee in all matters pending before the Court; and e. represent in Investor Committee in negotiations with the Debtors and creditors in the chapter 11 cases. Bast Amron will be paid at these hourly rates: Partners $410-$525 Associates $175-$395 Staff $75-$230 Bast Amron will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey P. Bast, Esq., member of the law firm of Bast Amron LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Bast Amron can be reached at: Jeffrey P. Bast, Esq. Bast Amron LLP Sun Trust International Center One Southeast Third Avenue, Suite 1400 Miami, FL 33131 Tel: 305.379.7904 Fax: 305.379.7905 E-mail: jbast@bastamron.com About Mosaic Management Group, Inc. Mosaic Management Group, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Fla. Lead Case No. 16-20833) on Aug. 4, 2016. The petitions were signed by Charles Thomas Ryals, president and chief executive officer. Judge Erik P. Kimball presides over the case. The Debtors were represented by Leslie Gern Cloyd, Esq., at Berger Singerman LLP. Mosaic Management Group, Inc. estimated assets at $0 to $50,000 and liabilities at $50,000 to $100,000. Mosaic Alternative Assets Ltd. estimated assets at $50 million to $100 million and liabilities at $1 million to $10 million. On Sept. 16, 2016, the TCR reported that the Debtors hired Tripp Scott, P.A. as legal counsel. The Debtors also employed Longevity Asset Advisors, LLC as consultant and sales agent; GlassRatner Advisory & Capital Group, LLC, as their financial advisors and accountants; and Erwin Legal PLC, as special counsel. Guy G. Gebhardt, Acting U.S. Trustee for Region 21, on Aug. 23, 2016, appointed creditors of Mosaic Alternative Settlements, Inc., to serve on the official committee of unsecured creditors. The MASI committee hired Furr and Cohen, P.A. as its legal counsel, and hire Genovese, Joblove & Battista, P.A., as special counsel. The Acting U.S. Trustee for Region 21 on Dec. 8, 2016, appointed creditors of Mosaic Alternative Assets, Ltd., to serve on the official committee of investor creditors. An official committee of unsecured creditors has not yet been appointed in the Chapter 11 cases of Mosaic Management Group Inc. and Paladin Settlements, Inc. as of Dec. 23, according to the case docket. MUSCLEPHARM CORP: Settles 'Schwarzenegger' Dispute for $3-Mil. -------------------------------------------------------------- MusclePharm Corporation entered into a settlement agreement with Marine MP, LLC, Arnold Schwarzenegger, and Fitness Publications, Inc. (the "AS Parties"), effective Jan. 4, 2017. The Company received written notice in May 2016 that the AS Parties were terminating the Endorsement Licensing and Co-Branding Agreement by and among the Company and the AS Parties, the Company provided written notice to the AS Parties that it was terminating the Endorsement Agreement, and the AS Parties commenced arbitration, alleging that the Company breached the parties' agreement and misappropriated Schwarzenegger's likeness. The Company filed its response and counterclaimed for breach of contract and breach of the implied covenant of good faith and fair dealing. Pursuant to the Settlement Agreement, and to resolve and settle all disputes between the parties and release all claims between them, the Company agreed to pay the AS Parties (a) $1 million, which payment was released to the AS Parties on Jan. 9, 2017, and (b) $2 million within six months of the effective date of the Settlement Agreement. If the Company fails to make the second payment when due, pursuant to a confession of judgment entered into by the Company, the AS Parties will be entitled to an additional $1,000,000, for a total additional payment of $3,000,000 to satisfy the AS Parties' contract claim, which the AS Parties claim is valued at $4,000,000. The Company also has agreed that it will not sell any products from its Arnold Schwarzenegger product line, will donate to a charity chosen by Arnold Schwarzenegger any remaining usable product, and otherwise destroy any products currently in inventory. In addition, in connection with the transaction, the 780,000 shares of Company common stock held by Marine MP were sold to a third party yesterday in exchange for an aggregate payment by such third party of $1,677,000 to the AS Parties. About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB: MSLP) -- http://www.muslepharm.com/-- develops and manufactures a full line of National Science Foundation approved nutritional supplements that are 100 percent free of banned substances. MusclePharm is sold in over 120 countries and available in over 5,000 U.S. retail outlets, including GNC and Vitamin Shoppe. MusclePharm products are also sold in over 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. MusclePharm reported a net loss of $51.85 million in 2015, a net loss of $13.8 million in 2014 and a net loss of $17.7 million in 2013. As of Sept. 30, 2016, MusclePharm had $38.33 million in total assets, $54.77 million in total liabilities and a total stockholders' deficit of $16.44 million. MWM & SONS: Hires Weil Akman Baylin & Coleman as Accountant ----------------------------------------------------------- MWM & Sons Corporation seeks authorization from the U.S. Bankruptcy Court for the District of Maryland to employ Weil, Akman, Baylin & Coleman, PA as accountant. The Debtor requires the Firm to: a. provide the Debtors with accounting advice concerning its reporting and compliance duties as a Debtors in possession and with regard specifically to the Office of the United States Trustee and monthly or other reporting requirements, as well as preparation of such monthly operating reports; b. prepare Rule 2015 statement; c. prepare six month projection of income and expenses from January 2017 through June 2017; and d. prepare projected balance sheet as of the date of plan confirmation. The Firm will be paid at these hourly rates: Partners $300-$325 Managers $235-$250 Staff $95-$225 The Firm has requested a $3,500.00 retainer for services to be held in escrow by The Burns Law Firm, LLC (counsel for the Debtor). J. Richard Block, CPA, principal of Weil, Akman, Baylin & Coleman, P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The Firm may be reached at: Mr. J. Richard Block Weil, Akman, Baylin & Coleman, P.A. 201 W. Padonia Rd., Suite 600 Timonium, MD 21093 Phone:(410) 561-4411 About MWM & Sons MWM & Sons Corporation filed a Chapter 11 bankruptcy petition (Bankr. D.MD. Case No. 16-25851) on December 2, 2016. Hon. Wendell I. Lipp presides over the case. The Burns LawFirm represents the Debtor as counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Moin M. Ahmad, president. NEOVIA LOGISTICS: Exchange Offering No Effect on Moody's Caa2 CFR ----------------------------------------------------------------- Moody's Investors Service said, on January 10, 2017, Neovia Logistics Intermediate Holdings, LP (Caa2 CFR, Negative Outlook) launched a tender and exchange offer for its $117 million senior unsecured Holdco notes due 2018 ("Holdco notes"). The notes are expected to be exchanged for a combination of cash, new Holdco notes and accrued interest paid in PIK. Pro forma for the transaction, the new Holdco notes are expected to have a notional amount of $69 million and will mature in 2020. Moody's views the transaction as a credit positive because it will reduce indebtedness by approximately $50 million and improve financial flexibility by extending the maturity of the Holdco notes by two years to 2020. Moody's believes the proposed transaction constitutes a distressed exchange and Moody's expects to append an "LD" to the post-transaction PDR to indicate a limited default upon completion of the bond exchange offer, scheduled to expire in early February 2017. Concurrent with the tender and exchange offer, Neovia has received covenant relief from its revolver lenders to amend its springing financial covenant, which will also improve financial flexibility. The credit positive nature of the transaction is likely to put positive pressure on the outlook/rating. NEW CAL-NEVA LODGE: Unsecureds' Recovery Unknown in Creditors' Plan ------------------------------------------------------------------- Creditors Leslie P. Busick, Paul Jameson, David Marriner, Michael and Sharon Dixon, Charles and Judith Munnerslyn, Anthony Zabit, and Paul and Evy Paye, filed with the U.S. Bankruptcy Court for the District of Nevada a disclosure statement and plan of reorganization for New Cal-Neva Lodge, LLC. Under the plan, Class 5 consists of the Allowed Claims of Unsecured Creditors. The allowed claims will bear interest prior to the effective date at the rate specified in their individual contracts, or if no rate is specified, according to Nevada Law. The undisputed portion of the claim will be paid on the Effective Date. The portion of the claim that is disputed will be maintained in the Disputed Claims Account, including interest as determined by the Bankruptcy Court for a period of 6 months, and shall be paid once the claim is an Allowed Claim following the Claim Objection Procedure. The Plan will be funded by new financing from Suntoro sufficient to pay all creditors in full. In addition, the financing from Suntoro will include the sums necessary to complete all remaining improvements to complete renovation of the Property and ready it to commence operations at an estimated amount of $23,200,000. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/neb16-51282-258.pdf About New Cal-Neva Lodge New Cal-Neva Lodge, LLC, based in Saint Helena, CA, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 16-10648) on July 28, 2016. The Hon. Thomas E. Carlson presides over the case. Jane Kim, Esq., and Peter Benvenutti, Esq., at Keller & Benvenutti LLP, serve as bankruptcy counsel. In its petition, the Debtor estimated $50 million to $100 million in assets and $10 million to $50 million in liabilities. The petition was signed by Robert Radovan, president and secretary. U.S. Trustee Tracy Hope Davis on Sept. 13 appointed four creditors to serve on the official committee of unsecured creditors of New Cal-Neva Lodge, LLC. The Committee hired Pachulski Stang Ziehl & Jones LLP, as legal counsel; Province, Inc. as financial advisor; Fennemore Craig P.C. as Nevada counsel. OLIVE MERGER: Moody's Assigns B3 CFR Post Sale to KKR ----------------------------------------------------- Moody's Investors Service assigned a B3 corporate family rating to the Olive Merger Sub, Inc., a new entity formed to acquire Optiv, Inc. Moody's also assigned a B2 rating to its proposed first lien debt facilities and a Caa2 to its proposed second lien facilities. Optiv is being acquired by private equity group KKR from private equity firms, Blackstone, Investcorp and Sverica for $1.9 billion. Olive Merger Sub will merge into Optiv, Inc. shortly after closing. The ratings outlook is stable. At closing of the transaction, Optiv's existing ratings will be withdrawn. RATINGS RATIONALE The B3 corporate family rating reflects the very high leverage of the company and modest free cash flow. Leverage pro forma for the acquisition was approximately 8x as of the LTM period ended September 30, 2016 (adjusted for certain one-time charges and pro forma for certain cost cuts already completed) and pro forma free cash flow to debt was -1%, both weak metrics for a low margin (approximately 6% of gross revenue) value-added-reseller. Mood's expects the company to achieve double digit revenue growth over the next several years however, driven by strong security software industry trends and the strength of the company's domestic coverage, distribution capabilities and security service offerings. As a result of the strong growth profile, the company has the potential to reduce leverage to well under 7x and improve free cash flow to debt above 5% over the next eighteen months in the absence of additional debt financed acquisitions. The ratings could be upgraded if the company remains on track to achieve these results. The security software industry is expected to continue to grow at high single digit levels driven by constantly evolving security needs and compliance requirements. Optiv has grown substantially faster than the industry in recent years and the company will likely continue above market growth. Optiv is one of the largest value-added-resellers of security software and services with likely the broadest security sales and engineering coverage in the U.S. The ratings could be upgraded if the company maintains its double digit growth profile and leverage falls well below 7x and free cash flow to debt greater than 5%. The ratings could be downgraded if leverage exceeds 8x or free cash flow is negative on other than a temporary basis. Liquidity is adequate based on an expected cash balance of $25 million at closing, an undrawn $100 million revolver and the expectation of positive free cash flow over the next 12 to 18 months. The revolver is expected to be used on a regular basis to fund working capital and consequently availability may weaken if current growth rates continue. The following ratings were assigned. Assignments: Issuer: Olive Merger Sub, Inc. Probability of Default Rating, Assigned B3-PD Corporate Family Rating, Assigned B3 Senior Secured 1st Lien Bank Credit Facility, Assigned B2 (LGD3) Senior Secured 2nd Lien Bank Credit Facility. Assigned Caa2 (LGD5) Outlook Actions: Issuer: Olive Merger Sub, Inc. Outlook, Assigned stable Optiv, Inc. is a value-added-reseller of cyber security technology and provider of cyber security services. The company headquartered in Denver, CO, had gross revenues of over $2 billion for the twelve months ended September 30, 2016. OPTIMA SPECIALTY: Wants DIP Financing From Optima Acquisitions -------------------------------------------------------------- Optima Specialty Steel, Inc. and its affiliated Debtors ask the U.S. Bankruptcy Court for the District of Delaware for authorization to obtain non-priming senior secured postpetition financing from Optima Acquisitions, LLC, and use cash collateral. The Debtors seek to obtain a DIP Facility of up to $40 million in principal amount, of which $30 million in principal amount will be available on an interim basis. Debtor Optima Specialty Steel, Inc. is the issuer of $175 million aggregate principal amount of 12.5% senior secured notes that matured on Dec. 15, 2016. The Secured Notes are held by various holders including Mast Capital Management, LLC and DDJ Capital Management, LLC. The Debtors believe that certain of the Secured Noteholders holding more than 50% of the principal amount of the Secured Notes have formed an ad hoc committee. In connection with the issuance of the Secured Notes, Debtor Optima Specialty Steel and its existing and future subsidiaries and Wilmington Trust, National Association, as trustee and noteholder collateral agent, entered into an indenture which governs the Secured Notes. The Secured Notes and related guarantees are secured by substantially all of the Debtors' assets, subject to permitted liens and specified excluded assets. The approximate amount currently outstanding under the Secured Notes is $171.7 million, which includes interest in the approximate amount of $10 million through the Petition Date. Debtor Optimal Specialy Steel is also the issuer of $85 million of senior unsecured notes bearing interest at 12.0% per annum, payable semi-annually in arrears on March 15 and September 15 of each year. The Indenture Trustee for the Unsecured Notes is Wilmington Savings fund Society. The Unsecured Notes are currently held solely by DDJ Capital Management. The approximate amount currently outstanding under the Unsecured Notes is $87.5 million, which includes accrued interest in the approximate amount of $2.5 million as of the Petition Date. The special committee consists of two independent directors tasked with reviewing, evaluating and making key decisions regarding the restructuring of the Debtors' business, assets, liabilities and interests during the Chapter 11 cases. The special committee, after considering the recommendations of their advisors, determined that the DIP Lender's proposal for a junior non-priming DIP Facility from the DIP Lender was the most favorable proposal for the Debtors' estates because the proposal provided sufficient liquidity, had attractive economics, did not contain case control or other features that limited flexibility later in the case, and could be taken out at any time without premium or penalty, while still respecting the rights of the Secured Noteholders. The Debtors contend that the proceeds of the DIP Facility will be used for the payment of operating expenses such as for the purchase of raw materials to be used in the manufacture of the Debtors' specialty steel products, the cost for supplies, repairs and dies relating to the Debtors' machinery, and payroll for the Debtors' employees. The material terms of the proposed DIP Facility, among others, are: (a) Interest Rates: The DIP Loans will bear interest on the unpaid principal amount thereof plus all DIP Obligations owing to, and rights of, the DIP Lender pursuant to the DIP Credit Agreement, including without limitation, all interest, fees, and costs accruing thereon from the date of the DIP Credit Agreement to and including the Maturity Date, at a fixed rate per annum equal to 3-month LIBOR plus 5.50% (with a LIBOR floor of 1.00%), which interest will be payable in cash monthly in arrears, calculated on the basis of a 365-day year for the actual number of days elapsed. After the Maturity Date and/or after the occurrence and during the continuance of an Event of Default, the DIP Obligations will bear interest at a rate equal to 3-month LIBOR plus 7.50% (with a LIBOR floor of 1.00%) per annum, calculated on the basis of a 365-day year for the actual number of days elapsed. (b) Term: The maturity date of the DIP Facility will be the earliest of: (i) stated maturity, which shall be June 15, 2016; (ii) the effective date of any Chapter 11 plan of reorganization or liquidation of the Borrowers; (iii) the date that is the 90th day following the Interim Order Entry Date if the Final Order will not have been entered by such date; (iv) the acceleration of the DIP Loans or termination of the Commitment, including, without limitation, as a result of the occurrence of an Event of Default; and (v) the consummation of a sale or sales of substantially all of the assets of the Debtors. (c) Liens: The DIP Lender will be granted first priority liens on and security interests in all DIP Collateral that was unencumbered by valid, enforceable, perfected and non-avoidable liens as of the Petition Date, and liens on and security interests in all DIP Collateral encumbered by Prepetition Liens immediately junior to any such Prepetition Liens on such DIP Colltateral, both subject to the Adequate Protection Liens and the Carve-Out. (d) Priority Claims: The DIP Lender will be granted an allowed superpriority administrative expense claim, which will have priority over all administrative expenses, subject to the Carve-Out and the Adequate Protection Superpriority Claim. (e) Carve-Out: The Carve-Out consists of: (1) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee; (2) fees and expenses up to $50,000 incurred by a trustee; (3) all accrued but unpaid costs, fees, and expenses incurred by persons or firms retained by the Debtors and any official committee appointed in the chapter 11 cases; and (4) after the first business day following delivery by the DIP Lender of the Carve-Out Trigger Notice, to the extent allowed at any time, the payment of Professional Fees of Professional Persons in an aggregate amount not to exceed $300,000 with respect to Debtor Professionals, and $150,000 with respect to Official Committee Professionals. (f) Adequate Protection: The Secured Notes Trustee, for the benefit of itself and the Prepetition Secured Noteholders, will be granted the following adequate protection of its prepetition security interests for the diminution in the value of the prepetition security interests of the Prepetition Secured Notes Parties, subject to the Carve-Out: (1) Adequate Protection Liens: The Secured Notes Trustee, for the benefit of the Prepetition Secured Notes Parties, will be granted additional and replacement valid, binding, enforceable, non-avoidable, and automatically perfected post-petition security interests in and liens on all property. (2) Adequate Protection Superpriority Claims: The Prepetition Secured Notes Parties will have, subject in each case to the payment of the Carve-Out, an allowed administrative expense claim against each of the Debtors, having priority over all other administrative expenses. (3) Fees and Expenses: The Debtors will pay the reasonable and documented fees and expenses of the Secured Notes Trustee and the ad hoc group of unaffiliated holders of a majority in amount of the Prepetition Secured Notes, limited, to the legal or professional advisor fees and expenses to the reasonable and documented fees and expenses of one local Delaware counsel and one lead counsel for the Secured Notes Trustee and one local Delaware counsel, one lead counsel, and one financial advisor for the Prepetition Secured Noteholder Group. (4) Postpetition Payment of Interest: The Debtors will pay to the Secured Notes Trustee, for distribution to the holders of the Prepetition Secured Notes, the postpetition interest payable on the Prepetition Secured Notes Obligations at the default contract rate set forth in the Prepetition Secured Notes Documents. (5) DIP Facility Reporting: The Debtors will provide to the Prepetition Secured Notes Trustee and lead counsel to the Prepetition Secured Noteholder Group copies of all of the financial reporting or other written materials, in each case of the foregoing, delivered from time to time to the DIP Lender pursuant to the Budget covenant and the other affirmative covenants set forth in the DIP Credit Agreement. A full-text copy of the Debtor's Motion, dated Jan. 9, 2017, is available at http://bankrupt.com/misc/OptimaSpecialty2016_1612789kjc_147.pdf About Optima Specialty Steel Optima Specialty Steel, Inc. and its affiliates are independent manufacturers of specialty steel products. Their manufacturing facilities are located in the United States, and each of the companies' operating units have operated in the steel industry for more than 50 years. At the time of the bankruptcy filing, the Debtors collectively employ more than 900 people. Optima Specialty Steel, Inc. and its affiliates filed separate Chapter 11 bankruptcy petitions on Dec. 15, 2016: Optima Specialty Steel, Inc. (Bankr. D. Del. 16-12789); Niagara LaSalle Corporation (Bankr. D. Del. 16-12790); The Corey Steel Company (Bankr. D. Del. 16-12791); KES Acquisition Company (Bankr. D. Del. 16-12792); and Michigan Seamless Tube LLC (Bankr. D. Del. 16-12793). The petitions were signed by Mordechai Korf, chief executive officer. At the time of filing, the Debtor had assets and liabilities estimated at $100 million to $500 million each. The Debtors are represented by Dennis A. Meloro, Esq., Greenberg Traurig, LLP, Wilmington, DE. The Debtors tapped Ernst & Young LLP as their accountant. No request has been made for the appointment of a trustee or examiner. The U.S. Trustee for Region 3 appointed seven creditors to serve on the Official Committee of Unsecured Creditors: Michael Scharf, ArceloMittal International America LLC, Steel Dynamic Sales North America, Inc., Republic Steel, ASW Steel Inc., Gerdau, and United Steelworkers. PBA EXECUTIVES: Fla. Judge Denies Appointment of Ch. 11 Trustee --------------------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida entered an Order denying the Motion for adequate assurance, or relief from stay, or appointment of Trustee for PBA Executive Suites, LLC, without prejudice, for failure to provide required notice. The Order was made pursuant to the Creditor, Republic Western Investments Co., LLC's Motion for (a) Adequate Protection Pursuant to 11 U.S.C. Sec. 361; (b) Adequate Assurance Pursuant to 11 U.S.C. Sec. 365; or (c) in the Alternative Motion for Relief from Stay Pursuant to 11 U.S.C. Sec. 362; or (d) Motion for Appointment of Bankrutpcy Trustee. Judge Kimball said the Movant is required to immediately serve the Notice of Hearing and file, not later than two business days after service of the notice of hearing, a certificate of service for the Notice of Hearing as required under Local Rule 2002-1(F). However, the Movant filed no certificate of service with regard to the Notice of Hearing. Thus, the Court ordered to deny the Motion, without prejudice, and noted that, if the counsel who filed the Motion files a motion requesting the same or substantially similar relief on behalf of the Movant, the counsel shall not charge Movant for any fees or expenses in connection with the preparation or filing of such substitute motion including, without limitation, any filing fee. About PBA Executive Suites 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, chief financial officer. 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 of less than $1 million and liabilities of less than $500,000. PEACH STATE: Approval of James Baker as Ch. 11 Trustee Sought ------------------------------------------------------------- Guy G. Gebhardt, the Acting United States Trustee for Region 21, asks the U.S. Bankruptcy Court for the Northern District of Georgia to approve the appointment of James G. Baker as Chapter 11 Trustee for Peach State Ambulance, Inc.. The United States Trustee has appointed Mr. Baker as the successor Chapter 11 Trustee of Theo Davis Mann. On December 22, 2016, the United States Trustee appointed Theo Davis Mann as Chapter 11 trustee in the case. However, on January 4, 2017, Mr. Mann filed notice of his resignation as Trustee. The Counsel for the United States Trustee consulted with G. Frank Nason, Esq.; Leslie A. Berkoff, Esq.; Brian P. Hall, Esq.; Paul M. Rosenblatt, Esq.; Dave Marlow; and, David Whitridge, Esq., regarding the selection and appointment of the trustee. Mr. Baker, a resident of the State of Georgia, assured the Court in his Verified Statement, that he has no connections with the Debtor, creditors, any other parties in interest, their respective attorneys and accountants, the U.S. Trustee, or any person employed in the office of the United State Trustee. James Baker can be reached at: James G. Baker 305 North Greenwood Street LaGrange, GA 30240 Email: jgbaker@jgbpc.com Phone: (706) 884-3059 Fax: (706) 882-4062 Peach State Ambulance filed a chapter 11 petition (Bankr. N.D. Ga. Case No. 16-12121) on Oct. 24, 2016. The petition was signed by James L. Olson, president. The Debtor is represented by G. Frank Nason, IV, Esq., at Lamberth, Cifelli, Ellis & Nason, P.A. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. PLAYPOWER HOLDINGS: S&P Retains 'B' CCR on Planned Acquisition -------------------------------------------------------------- S&P Global Ratings said its 'B' corporate credit rating on PlayPower Holdings Inc. is unchanged after the company's subsidiary PlayPower Inc. announced it plans to acquire an outdoor amenity manufacturer. PlayPower will fund the acquisition with a proposed $45 million add-on to PlayPower's first-lien term loan due June 2021, and existing cash. The rating outlook is stable. Despite modest incremental leverage, the corporate credit rating is unchanged because S&P believes PlayPower's acquisition of the outdoor amenity manufacturer is a good fit that adds scale and product diversity to the portfolio, which could use the company's existing distribution capabilities. S&P expects the acquisition to modestly increase adjusted leverage to about 5x in 2017 compared to S&P's previous base-case expectation in the mid- to high-4x area. S&P's preliminary assumption is that adjusted leverage will improve further to the mid-4x area in 2018, absent additional acquisitions or returns of capital to shareholders. S&P did not materially change our base case 2017 revenue and EBITDA forecast except to include the proposed acquisition. At the same time, S&P affirmed its 'B' issue-level rating on the company's senior secured first-lien credit facility, which will total $295 million following the proposed $45 million term loan add-on; inclusive of an upsized $265 million term loan and a $30 million revolver, which is undrawn at the time of the acquisition. The '3' recovery rating is unchanged, indicating S&P's expectation for meaningful recovery (50%-70%; upper half of the range) of principal in the event of a payment default. S&P also affirmed its 'CCC+' issue-level rating on the company's $44 million secured second-lien term loan. The '6' recovery rating is unchanged, indicating S&P's expectation for negligible recovery (0%-10%) of principal in the event of a payment default. RECOVERY ANALYSIS Key Analytical Factors -- S&P affirmed its 'B' issue-level rating on the company's $30 million first-lien revolving credit facility due 2020 and upsized $265 million first-lien term loan due 2021, with a '3' recovery rating. S&P also affirmed its 'CCC+' issue- level rating on the company's $44 million second-lien term loan due 2022, with a '6' recovery rating. -- S&P's simulated default scenario contemplates a default in 2020 reflecting meaningful decline in EBITDA, resulting from prolonged economic weakness in both the U.S. and Europe that continues to pressure discretionary funding for playground equipment and ongoing competitive market conditions. -- S&P assumes a reorganization following the default, using an emergence EBITDA multiple of 5.5x to value the company. -- The first-lien facilities are secured by a first-priority perfected security interest in substantially all tangible and intangible assets of the borrower and guarantors, including a perfected pledge of 100% of the capital stock of the borrower, guarantors, and each wholly-owned domestic restricted subsidiary, and 65% of the capital stock of first-tier foreign subsidiaries. -- The second-lien term loan is secured by a second-priority perfected security interest in the collateral securing the first-lien facilities, and all other tangible and intangible assets of the company as defined by the credit agreement, including a perfected second-priority pledge of 100% of the capital stock of the borrower, guarantors, and each wholly- owned domestic restricted subsidiary, and 65% of the capital stock of first-tier foreign subsidiaries. Simplified waterfall -- Emergence EBITDA: $35 mil. -- Multiple: 5.5x -- Gross recovery value: $195 mil. -- Net recovery value for waterfall after admin expenses (5%): $185 mil. -- Obligor/nonobligor valuation split: 100%/0% -- Estimated secured debt: $292 mil. -- Value available for first-lien claims: $185 mil. -- Recovery expectation: 50%-70% (upper half of the range) -- Estimated second-lien term loan claim: $46 mil. -- Value available for unsecured claims: $0 -- Recovery expectation: 0%-10% Note: All debt amounts include six months of prepetition interest. RATINGS LIST PlayPower Holdings Inc. Corporate Credit Rating B/Stable/-- Ratings Affirmed; Recovery Ratings Unchanged PlayPower Inc. Senior Secured First Lien B Recovery Rating 3H Senior Secured Second Lien CCC+ Recovery Rating 6 POSIBA INC: Seeks to Hire Smaha Law Group as Legal Counsel ---------------------------------------------------------- Posiba 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 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 Posiba Inc. Posiba Inc. provides Web-based data and analytics services for foundations and nonprofit organizations Posiba Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Calif. Case No. 16-07714) on December 22, 2016. The petition was signed by Elizabeth Dreicer, CEO. The case is assigned to Judge Margaret M. Mann. At the time of the filing, the Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. PRESTIGE BRANDS: Moody's Confirms B2 CFR Amid CB Fleet Acquisition ------------------------------------------------------------------ Moody's Investors Service confirmed Prestige Brands, Inc.'s B2 Corporate Family Rating, its B2-PD Probability of Default rating, and all ratings on its credit facilities. This follows the company's announcement that it has entered into a definitive agreement to acquire C.B. Fleet Company, Inc. ("Fleet"). Prestige is buying Fleet from private equity firm Gryphon Investors in a transaction valued at approximately $825 million. At the same time, Moody's affirmed Prestige's Speculative Grade Liquidity Rating at SGL-2. The outlook is stable. Prestige plans to finance the transaction through utilization of its asset back lending (ABL) facility and an increase of its existing term loan facility through the utilization of the facility's accordion feature. Management expects the transaction to close by the end of March 2017 and is subject to customary regulatory approvals and closing conditions. The confirmation of the B2 Corporate Family Rating reflects Moody's expectation that financial leverage will increase by roughly a turn to 6.2x debt/EBITDA in the near term, but gradually decline closer to current levels within the next 12 to 18 months. The affirmation of the company's SGL-2 Speculative Grade Liquidity rating reflects Moody's expectation that Prestige will maintain good liquidity throughout the period of the acquisition and its integration. Moody's expects the company to increase its ABL to $175 million from $135 million. The company had approximately $133 million of borrowing capacity available under its existing ABL revolver as of September 30, 2016. Ratings assigned: Senior secured term loan due 2024 at B1 (LGD 3) Ratings confirmed: Corporate Family Rating at B2 Probability of Default Rating at B2-PD Senior secured term loan due 2021 at B1 (LGD 3) Senior unsecured debt at Caa1 (LGD 5) Ratings affirmed: Speculative Grade Liquidity Rating at SGL-2 The rating outlook is stable. RATINGS RATIONALE Prestige Brands' B2 Corporate Family Rating reflects Moody's expectation that the company will reduce leverage to approximately 5 times over the next 12 to 18 months. The rating also reflects risks associated with Prestige's strategy of debt-financed acquisitions as a means to fuel growth and increase diversity of its product portfolio. The company operates in categories with flat-to-low single-digit organic growth, and acquisitions enable Prestige Brands to boost revenue growth in otherwise mature categories. The rating also reflects the company's good liquidity, characterized by solid free cash flow, and its diverse portfolio of OTC brands, albeit in niche categories. The stable outlook reflects Moody's expectation that financial leverage will decline over the next 12 months through a combination of EBITDA growth and debt repayment. The outlook also incorporates Moody's belief that the company will look to supplement organic growth with acquisitions. It does not, however, incorporate the impact of any large, debt-finance acquisitions which would need to be evaluated on a case-by-case basis, should they occur. The rating could be upgraded if the company increases its scale and product diversity, and effectively manages growth with minimal integration issues. For Moody's to consider an upgrade, Prestige would also need to exhibit a more conservative financial policy such that debt to EBITDA is sustained below 5.0 times. The rating could be downgraded if operating performance deteriorates, or if for any reason Moody's expects debt to EBITDA to be sustained above 6.0 times. In addition, a deterioration of liquidity could also result in a downgrade. Prestige Brands, Inc. (Prestige), headquartered in Tarrytown, New York, manages and markets a broad portfolio of branded over-the-counter (OTC) healthcare and household cleaning products. Pro-Forma revenues are about $1.0 billion. PRIME SIX: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Prime Six Inc. dba Woodland NYC 15 Bay 24th Street, 2nd Floor Brooklyn, NY 11214 Case No.: 17-40104 Chapter 11 Petition Date: January 11, 2017 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Carla E. Craig Debtor's Counsel: Randall S. D. Jacobs, Esq. RANDALL S. D. JACOBS, PLLC 30 Wall Street, 8th Floor New York, NY 10005 Tel: 212 709 8116 Fax: (973) 226-8897 E-mail: rsdjacobs@chapter11esq.com Total Assets: $47,417 Total Liabilities: $1.45 million The petition was signed by Akiva Ofshtein, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb17-40104.pdf PUERTO RICO: Pension Bondholders Get Second Chance at Day in Court ------------------------------------------------------------------ The American Bankruptcy Institute, citing Nick Brown of Reuters, reported that a U.S. federal appeals court has decided creditors of Puerto Rico's pension bonds are entitled to a hearing on whether they can proceed with a lawsuit against the island's government over a fiscal emergency law it passed last year. According to the report, the First U.S. Circuit Court of Appeals ruled holders of bonds issued by Puerto Rico's Employee Retirement System, its biggest public pension, are entitled to a hearing, overturning a November ruling by a federal judge in Puerto Rico. The appeals court said the lower court was correct, however, in blocking a similar lawsuit by bondholders of Puerto Rico's highway authority, the report related. The lawsuits were two of many filed last year against the ailing U.S. territory, after former Governor Alejandro Garcia Padilla instituted an emergency law allowing him to maintain public services by diverting revenue streams that had been earmarked as collateral for bondholders, Reuters pointed out. Under a federal Puerto Rico rescue law known as PROMESA, passed in 2016, lawsuits over debt payments are frozen while the island tries to reach consensual restructuring deals with holders of $70 billion in debt issued by myriad public entities, the report noted. But many creditors sued anyway, arguing the fiscal emergency law was unconstitutional, and saying the so-called "stay" of litigation did not apply to them, the report said. The appeals court ruling vacates that decision with respect only to the pension bondholders, the report added. It does not allow their lawsuit to proceed, but says the bondholders at least deserve a hearing before a court can decide whether it should proceed, the report said. RABBE FARMS: Seeks May 29 Plan Confirmation Extension ----------------------------------------------------- Rabbe Farms LLP, Rabbe Ag Enterprises, and North Country Seed LLC seek an extension from the U.S. Bankruptcy Court for the District of Minnesota of the exclusive period within which they alone may obtain confirmation of a plan until May 29, 2017. The Debtors relate that Rabbe Farms and Rabbe Ag had entered into a global settlement with Farmers State Bank of Trimont including a settlement of plan treatment in the Rabbe Farms and Rabbe Ag cases, which was subsequently approved by the Court on October 19, 2016. In addition, the Debtors relate that Farmers State Bank and North Country Seed, LLC had also reached an agreement regarding plan treatment that involved a sale and relief from stay. The Debtors assert that these agreements with Farmers State Bank require Farmers State Bank to support the plans of the Debtors and with such support the Debtors can now move forward to confirmation. Furthermore, the Debtors tell the Court that the terms of the settlement and Farmers State Bank's ability to bind various loan participants are the subject of three appeals currently pending before the District Court for the District of Minnesota: (1) Farmers State Bank of Trimont v. Rabby Farms LLP, et al., Case No. 16-03896-PJS; (2) First Farmers & Merchants National Bank v. Rabbe Farms LLP, et al., Case No. 16-3898-PJS; and (3) United Prairie Bank v. Rabbe Farms LLP, et al., Case No. 16-3902-PJS. However, the Debtor further tells that briefing on these appeals will be completed by early March and the district court has set a hearing date for March 22, 2017. The Debtor contends that the outcome of these appeals will have a material effect on the Debtors' plans and disclosure statements. The Court will hold a hearing on the Debtor's motion on January 25, 2017 at 10:30 a.m. Any response to the Motion are due no later than January 20, 2017. About Rabbe Farms LLP Headquartered in Ormsby, Minnesota, Rabbe Farms LLP, dba Rabbe Grain Co., dba Rabbe Grain Elevator, filed for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case No. 15-33479) and affiliates Rabbe Ag Enterprises General Partnership (Bankr. D. Minn. Case No. 15-33481) and North Country Seed, LLC (Bankr. D. Minn. Case No. 15-33482) filed separate Chapter 11 bankruptcy protection on Sept. 29, 2015. The petitions were signed by Joel Rabbe, general partner. Judge Kathleen H Sanberg presides over the cases. The Debtors are represented by Ralph Mitchell, Esq., at Lapp Libra Thomson Stoebner & Pusch. Rabbe Farms estimated its assets at between $1 million and $10 million and liabilities at $10 million to $50 million. Rabbe Ag Enterprises estimated its assets at $0 to $50,000 and liabilities at $500,000 to $1 million. North Country Seed estimated its assets at $0 to $50,000 and liabilities at $1 million to $10 million. RAVEN ESTATES: Seeks to Hire Bankruptcy Group as Legal Counsel -------------------------------------------------------------- Raven Estates, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire The Bankruptcy Group P.C. to give legal advice regarding its duties under the Bankruptcy Code, assist in the preparation of a bankruptcy plan, and provide other legal services. The hourly rates charged by the firm are: Andrew Phan $200 Stephan Brown $200 Edward Smith $200 Daniel Griffin $160 Legal Administrators $160 Law Clerks/Paralegals $120 Administrative Staff $90 Andrew Phan, 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: Andrew Phan, Esq. The Bankruptcy Group P.C. 3300 Douglas Blvd., Suite 100 Roseville, CA 95661 Phone: (800) 920-5351 Fax: (916) 242-8588 Email: eric@thebklawoffice.com About Raven Estates LLC Raven Estates, LLC is a Texas limited liability company with its principal office in California. It owns a property located at 4930 Gaston Avenue, Dallas, Texas. Raven Estates, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-14961) on December 5, 2016. The petition was signed by Ghazi Abu-Salem, managing member. The case is assigned to Judge Erithe A. Smith. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. ROUST CORP: U.S. Trustee Objects to Plan ---------------------------------------- BankruptcyData.com reported that the U.S. Trustee assigned to the Roust case filed with the U.S. Bankruptcy Court an objection to the Debtors' Plan. The objection asserts, "A little over three years after emerging from their last expedited prepackaged bankruptcy case filed in the District of Delaware, the Debtors, in unprecedented fashion, request that this Court, in essence, rubber stamp what can more properly be characterized as a pre-petition bankruptcy case. While the Bankruptcy Code authorizes prepackaged bankruptcy plans, it does not authorize prepetition bankruptcy cases such as the one proposed herein, which avoid scrutiny and the procedural protections of the bankruptcy process. Without even a formal request to shorten notice of the statutorily established deadlines for confirmation in their solicitation procedures motion, the Debtors seek expedited approval of confirmation of their proposed prepetition bankruptcy cases. The Debtors expect this Court to approve confirmation of their Plan and Disclosure Statement less than a week after they filed their bankruptcy cases on the Friday of a holiday weekend. In further unprecedented fashion, parties in interest were directed to file objections, if any, to the Plan and Disclosure Statement -- which with the supporting documentation spanned thousands of pages -- before the cases were filed as the proposed objection deadline for confirmation was set for 4:00 p.m. in the afternoon of the Petition Date." 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. * * * The Debtors have filed a a Prepackaged Plan of Reorganization, dated Dec. 1, 2016, a full-text copy of which is available for free at http://bankrupt.com/misc/nysb16-23786-9.pdf The Plan contemplates these 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. Voting on the Plan closed on Dec. 30, 2016. The Debtors' voting agent related that creditors voted overwhelmingly to accept the Plan. The Debtors are seeking a confirmation of the Plan by the end of January 2017. SCOUT MEDIA: Can Sell Assets; Bid Deadline Set for Jan. 15 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York approved the bidding procedures to be used in connection with the sale of the assets of Scout Media Inc and Scout.com LLC. Key deadlines: Bid Deadline Jan. 25, 2017, at 5:00 p.m. (ET) Qualified Bidder Jan. 26, 2017, at 5:00 p.m. (ET) Notification Cure and Assignability Jan. 20, 2017, at 5:00 p.m. (ET) Objection Auction (Offices of Womble Jan. 27, 2017, at 10:00 a.m. (ET) Carlyle Sandridge & Rice LLP in Delaware) Sale & Adequate Assurance Jan. 31, 2017, at 5:00 p.m. (ET) Objection Deadline Sale Hearing (S.D.N.Y. Feb. 1, 2017, at 11:00 a.m. (ET) Bankruptcy Court) Any person or entity interested in making a bid should contact one or more of these persons to obtain copies of the bidding procedures and relates requirements: Andrew De Camara Sherwood Partners Inc. 1100 La Avenida Street, Building A Mountain View, CA 94043 Email: ad@sherwoodpartners.com - or - Matthew P. Ward, Esq. Womble Carlyle Sandridge & Rice LLP 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Email: MaWard@wcsr.com About Scout Media Scout Media, Inc., is a privately held digital sports media company that publishes and distributes content related to the National Football League, fantasy sports, college football and basketball, high school recruiting, hunting, fishing, outdoors, military, and history. Scout Media owns and operates a digital network of 150 team-specific, credentialed publishers, and their respective social communities. Scout Media is the only sports network with a full-time video channel for every NFL and major college team. North American Membership Group Holdings, Inc., bought Scout Media from Scout Media in 2013. An involuntary Chapter 11 petition was filed against Scout Media, Inc. (Bankr. S.D.N.Y. Case No. 16-13369) on Dec. 1, 2016, by LSC Communications, Inc. f/d/b/a R.R. Donnelley & Sons Co., On Safari Foods, and Imatch. The petitioners are represented by Joy R. Grafton, Esq., at Popper & Grafton. The Debtors hired Womble Carlyle Sandridge & Rice, LLP as counsel, Sherwood Partners, Inc. as financial advisor, and Epiq Bankruptcy Solutions, LLC as administrative advisor and claims and noticing agent. On Dec. 8, 2016, affiliates of Scout Media filed a voluntary Chapter 11 bankruptcy petition. Scout Media Holdings listed under $50 million in both assets and liabilities; Scout.com, LLC listed under $50,000 in assets, and under $10 million in liabilities; and FTFS Acquisition listed under $10 million in both assets and liabilities. William K. Harrington, U.S. Trustee for Region 2, on Dec. 15, 2016, appointed three creditors of Scout Media, Inc., et al., to serve on the official committee of unsecured creditors. SIGNAL GENETICS: Special Meeting of Stockholders Set for Feb. 10 ---------------------------------------------------------------- Signal Genetics, Inc., has set a date for a special meeting of its stockholders to vote on matters related to the proposed merger with Miragen Therapeutics, Inc., and the sale of Signal's MyPRS intellectual property assets. The special meeting will be held at 9:00 a.m., local time, on Feb. 10, 2017, at 12255 El Camino Real, Suite 300, San Diego, California 92130. Signal's stockholders of record as of the close of business on Jan. 9, 2017, are entitled to receive notice of, and to vote at, the special meeting. The merger has been unanimously approved by the boards of directors of both companies, and a majority of Miragen stockholders have agreed to vote in favor of the transaction. The proposed merger is expected to close in the first quarter of 2017 (subject to the approval of the stockholders of each company and other customary conditions). About Signal Genetics Signal Genetics, Inc., is a commercial stage, molecular genetic diagnostic company. The Company is focused on providing diagnostic services that help physicians to make decisions concerning the care of cancer patients. The Company's diagnostic service is the Myeloma Prognostic Risk Signature (MyPRS) test. The MyPRS test is a microarray-based gene expression profile (GEP), assay that measures the expression level of specific genes and groups of genes that are designed to predict an individual's long-term clinical outcome/prognosis, giving a basis for personalized treatment options. The Company reported a net loss attributable to stockholders of $11.32 million for the year ended Dec. 31, 2015, compared to a net loss attributable to stockholders of $6.64 million for the year ended Dec. 31, 2014. As of Sept. 30, 2015, the Company had $7.54 million in total assets, $2.85 million in total liabilities and $4.68 million in total stockholders' equity. "Due to current market conditions, the Company's current liquidity position and its depressed stock price, the Company believes it may be difficult to obtain additional equity or debt financing on acceptable terms, if at all, thus raising substantial doubt about the Company's ability to continue as a going concern. If it is unable to raise additional capital or successfully complete a strategic partnership, alliance, collaboration or other similar transaction, the Company will need to delay or reduce expenses or limit or curtail operations, any of which would have a material adverse effect on its business. Further, if the Company is unable to raise additional capital or successfully complete a strategic partnership, alliance, collaboration or other similar transaction on a timely basis and on terms that are acceptable, the Company would also be required to sell or license its assets, sell the Company or otherwise liquidate all or a portion of its assets and/or cease its operations altogether," the Company stated in its quarterly report for the period ended Sept. 30, 2016. SOLID ROCK: Seeks to Hire Davidson Law Firm as Legal Counsel ------------------------------------------------------------ Solid Rock Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Arkansas to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Davidson Law Firm to give legal advice regarding its duties under the Bankruptcy Code, examine claims of creditors, assist in the preparation of a bankruptcy plan, and provide other legal services. Charles Darwin Davidson, Esq., and Stephen Gershner, Esq., the attorneys designated to represent the Debtor, will be paid $325 per hour and $295 per hour, respectively. Davidson Law Firm does not hold or represent any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: Charles Darwin Davidson, Esq. Davidson Law Firm P. O. Box 1300 Little Rock, AR 72203-1300 Tel: (501) 374-9977 Fax: (501) 374-5917 Email: skipd@dlf-ar.com About Solid Rock Holdings Solid Rock Holdings, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E. D. Ark. Case No. 16-16828) on December 27, 2016. The petition was signed by Scott A. McElroy, managing member. The case is assigned to Judge Richard D. Taylor. At the time of the filing, the Debtor disclosed $4.08 million in assets and $2.61 million in liabilities. SOTERA WIRELESS: Seeks to Hire Ernst & Young as Auditor ------------------------------------------------------- Sotera Wireless, Inc. and Sotera Research, Inc. seek approval from the U.S. Bankruptcy Court for the Southern District of California to hire Ernst & Young, LLP as auditor. The firm will audit and report on the consolidated financial statements of Sotera Wireless for the year ended December 31, 2016. Its fees for the audit services will be $125,000, plus expenses. Ernst & Young may also provide non-core audit services such as research and accounting consultation. The hourly rates charged by the firm for these services are: Partner $750 - $850 Executive Director $750 - $850 Principal $750 - $850 Senior Manager $600 - $750 Manager $450 - $550 Staff/Senior $150 - $400 Jodi Smith, a partner at Ernst & Young, disclosed in a court filing that the firm does not hold or represent any interest adverse to the Debtors. The firm can be reached through: Jodi L. Smith Ernst & Young, LLP 4370 La Jolla Village Drive, Suite 500 San Diego, CA 92122 Tel: +1 858-535-7200 Fax: +1 858-535-7777 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 cases are assigned to Judge Laura S. Taylor. The Debtors are represented by Victor A. Vilaplana, Esq. and Marshall J. Hogan, Esq., at Foley & Lardner LLP. Piper Jaffray & Co. serves as the Debtors' investment banker. 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. On October 20, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Sullivan Hill Lewin Rez & Engel, APLC serves as the committee's legal counsel. STEINY AND COMPANY: Committee Taps Blakeley as Legal Counsel ------------------------------------------------------------ The official committee of unsecured creditors of Steiny and Company, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire legal counsel. The committee proposes to hire Blakeley LLP to give legal advice regarding its duties under the Bankruptcy Code, investigate the Debtor's financial condition, negotiate with unsecured creditors, assist in the preparation of a bankruptcy plan, and provide other legal services. The hourly rates charged by the firm are: Scott Blakeley $495 Ronald Clifford $395 Associates $295 Law Clerks $145 Blakeley does not hold or represent any interest adverse to the Debtor or any of its creditors, according to court filings. The firm can be reached through: Scott E. Blakeley, Esq. Ronald Clifford, Esq. Blakeley LLP 18500 Von Karman Ave., Suite 530 Irvine, CA 92612 Phone: (949) 260-0611 Fax: (949) 260-0613 About Steiny and Company Steiny and Company, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C. D. Calif. Case No. 16-25619) on Nov. 28, 2016. The petition was signed by Vincent P. Mauch, chief financial officer. The case is assigned to Judge Julia W. Brand. The Debtor is represented by Ron Bender, Esq., Jacqueline L. James, Esq., and Lindsey L. Smith, Esq., at Levene, Neale, Bender, Yoo & Brill LLP. Consortium Finance Securities, LLC and Craft Partners, LLC serve as the Debtor's financial advisors and investment bankers. At the time of the filing, the Debtor estimated its assets and debts at $10 million to $50 million. On Dec. 22, 2016, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. SUNEDISON INC: Needs Until February 27 to File Chapter 11 Plan -------------------------------------------------------------- SunEdison, Inc. and certain of its affiliates ask the U.S. Bankruptcy Court for the Southern District of New York for a 30-day extension of the exclusive periods during which only the Debtors may file a Chapter 11 plan of reorganization and solicit acceptances of such plan, or through and including February 27, 2017 and April 28, 2017, respectively. The Debtors relate that the Court entered a Second Exclusivity Order which extended their Exclusive Filing Period through and including January 26, 2017, and the Exclusive Solicitation Period through and including March 27, 2017. The Debtors contend that they are close to filing a Chapter 11 plan and aim to do so in the next few weeks. While the Debtors believe they will have a plan on file before the Exclusive Filing Period ends on January 26, 2017, extending the Exclusive Periods is nonetheless critical in case a little more time is needed in order to decide the best course -- either to file a plan that toggles to alternative outcomes based on resolution of certain of the several outstanding controversies that are still at issue or to wait until certain of these matters become more clear. The Debtors relate that since the last extension of the Exclusive Periods, they have worked to build consensus with respect to the various issues that must be dealt with by the plan -- while at the same time continuing their efforts to maximize the Debtors' remaining assets. The Debtors also relate that since the Second Exclusivity Extension, the Committee filed numerous complaints and motions, including an adversary proceeding against all of the plaintiffs in the multi-district litigation pending in the United States District Court for the Southern District of New York, including other plaintiffs not part of the MDL Litigation [Adv. Proc. No. 16-01257], as well as motions for derivative standing (a) to bring claims belonging to the Debtors' estates against certain of the Debtors' directors and officers, and (b) to bring certain avoidance actions against the Yieldcos. Notwithstanding the numerous complaints and motions filed by the Committee in an attempt to leverage their rights to a greater effect in the plan process, the Debtors have continued their successful marketing and selling of Projects and have now entered into several definitive asset purchase agreements for a total of approximately $770 million in expected gross sale proceeds. The Debtor tell the Court that they have also continued their well-publicized joint marketing process for their interests in the Yieldcos, and the initial stage of this process has just recently concluded. Currently, the Debtors and the Yieldcos are still evaluating various bids received for Terra Form Global, Inc., and are awaiting final bids for Terra Form Power, Inc., which are due on January 9, 2017. Likewise, the Court entered a consent order which resolves the D&O Standing Motion, by granting the Committee standing to assert claims against certain directors and officers but requiring the Committee not to file a complaint asserting those claims until the Court decided whether to stay any non-MDL litigation to preserve the D&O insurance policies. In addition, the presiding judge in the MDL Litigation, the Honorable P. Kevin Castel, ordered all parties into mediation until March 31, 2017. Accordingly, the Debtors informed the Court, which recently entered a consent order to require the D&O litigation parties not bound by Judge Castel's mediation order to participate in the mediation and staying the non-MDL actions through March 31, 2017 in order to preserve the D&O insurance proceeds. Resolution of the D&O Standing Motion could result in recoveries that might not otherwise have been available to unsecured creditors and this result is principally due to the Debtors' successful efforts to drive a consensual resolution among all of the estates' constituents. A hearing will be held on January 24, 2017 at 10:00 a.m. to consider the Debtors' request for exclusivity extension. Any objections are due on January 17, 2017. About SunEdison, Inc. SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong, the senior vice president, general counsel and secretary, signed the petitions. The Debtors disclosed total assets of $20.7 billion and total debt of $16.1 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. SunEdison also has tapped Eversheds LLP as its special counsel for Great Britain and the Middle East. Cohen & Gresser LLP has also been retained as special counsel. The Debtors retained Ernst &Young LLP to provide tax-related services. Keen-Summit Capital Partners LLC has been hired as real estate advisor. Binswanger of Texas, Inc. also has been retained as real estate agent. Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc., and TerraForm Global, Inc. An official committee of unsecured creditors has been appointed in the case. The Committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as conflicts counsel. Alvarez & Marsal North America, LLC, serves as the Committee's financial advisors. Counsel to the administrative agent under the Debtors' prepetition first lien credit agreement are Richard Levy, Esq., and Brad Kotler, Esq., at Latham & Watkins. Counsel to the administrative agent under the postpetition DIP financing facility are Scott Greissman, Esq., and Elizabeth Feld, Esq. at White & Case LLP. Counsel to the Tranche B Lenders (as defined in the DIP credit agreement) and the steering committee of the second lien creditors are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss Hauer & Field, LLP. Counsel to the administrative agent under the Debtors' prepetition second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury Winthrop Shaw Pittman LLP. The collateral trustee under the Debtors' prepetition second lien credit agreement and the indenture trustee under each of the Debtors' outstanding bond issuances, is represented by Marie C. Pollio, Esq., at Shipman & Goodwin LLP. Counsel to the ad hoc group of certain holders of the Debtors' convertible senior notes is White & Case LLP's Tom Lauria, Esq. SUPERIOR LINEN: Court OKs FIFC Premium Finance Agreement -------------------------------------------------------- Mike K. Nakagawa of the U.S. Bankruptcy Court for the District of Nevada authorized Superior Linen, LLC, d/b/a Superior Linen and Laundry Services, to enter into an Insurance Premium Finance Agreement with FIRST Insurance Funding Corp., or FIFC. FIFC is granted a first priority lien on and security interest in unearned premiums. Judge Nakagawa held that the liens, security interests and rights in unearned premiums granted under the Premium Finance Agreement are, without limitation, senior to the lien of any DIP Lender in the case and are senior to any claims under 11 U.S.C. Sections 503, 506(c) or 507(b). Judge Nakagawa further held that in the event the Debtor does not make any of the payments under the Premium Finance Agreement as they become due, the automatic stay will automatically lift to enable FIFC and third parties, including insurance companies providing the protection under the Policies, to take all steps necessary and appropriate to cancel the Policies, collect the collateral and apply such collateral to the indebtedness owed to FIFC by the Debtor. The Premium Finance Agreement and the liens and security interests in the unearned premiums will continue in full force and effect and the indebtedness due under the Premium Finance Agreement will remain due and owing notwithstanding: (i) the dismissal or closure of the Case; (ii) the discharge of Debtor; or (ii) the confirmation of a plan of reorganization. A full-text copy of the Order, dated Jan. 9, 2017, is available at http://bankrupt.com/misc/SuperiorLinen2016_1615388mkn_191.pdf About Superior Linen Superior Linen, LLC, doing business as Superior Linen and Laundry Services, which operates as a commercial laundry and linen rental company, filed a chapter 11 petition (Bankr. D. Nev. Case No. 16-15388) on Sept. 30, 2016. The petition was signed by Robert E. Smith, chief financial officer. The case is assigned to Judge Mike N. Nakagawa. The Debtor estimated assets and debts at $10 million to $50 million at the time of the filing. The Debtor tapped Matthew C. Zirzow, Esq., at Larson & Zirzow, LLC, as bankruptcy counsel. Paras Barnett, Esq., at Barnett & Associates is serving as special counsel. The U.S. Trustee for Region 17 appointed three creditors of Superior Linen, LLC to serve on the Official Committee of Unsecured Creditors: Baltic Linen Company, Inc., United Cleaners Supply, Inc. and Regent Apparel. The Committee is represented by Candace C. Carlyon, Esq. and Matthew R. Carlyon, Esq., at Morris, Polich & Purdy, LLP. TAR HEEL: Ch.11 Trustee to Hire Nelson & Company as Accountant -------------------------------------------------------------- The Chapter 11 trustee for Tar Heel Oil II, Inc. and Gambill Oil, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of North Carolina to hire an accountant. John Paul Cournoyer, the court-appointed trustee, proposes to hire Nelson & Company, PA to prepare its tax returns, review financial records, and provide other accounting services. Lehman Pollard, a certified public accountant employed with Nelson & Company, disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Lehman B. Pollard Nelson & Company, PA 3603 University Drive Durham, NC 27707 Phone: 919-490-8585 Fax: 919-490-8591 Email: lee.pollard@nelsonandcompany.com About Tar Heel Oil Tar Heel Oil II, Inc. and Gambill Oil, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case Nos. 16-50216 and 16-50217) on March 4, 2016. The petitions were signed by Arthur H. Lankford, president. The case is assigned to Judge Benjamin A. Kahn. Tar Heel Oil disclosed assets of $3.18 million and debts of $6.03 million. Gambill Oil disclosed assets of $986,674 and debts of $3.28 million. The Court entered an Order on March 15, 2016, granting the Motion for Joint Administration, naming the lead case of Tar Heel Oil II, Inc. (Bankr. M.D.N.C. Case No. 16-50216). The Debtors are represented by Charles M. Ivey, III, Esq., at Ivey, McClellan, Gatton, & Siegmund, LLP. William Miller, the U.S. bankruptcy administrator, disclosed in a filing with the U.S. Bankruptcy Court for the Middle District of North Carolina that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Tar Heel Oil II, Inc. On November 4, 2016, the Court appointed John Paul Cournoyer as Chapter 11 trustee for the Debtors. The Chapter 11 trustee hired John A. Northen, Esq. and Vicki L. Parrott, Esq. as his legal counsel in connection with the companies' Chapter 11 cases. TEMPLE CB: Case Summary & 5 Unsecured Creditors ----------------------------------------------- Debtor: Temple CB LLC 4350 Temple City Boulevard El Monte, CA 91731 Case No.: 17-10301 Type of Business: Single Asset Real Estate Chapter 11 Petition Date: January 10, 2017 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Barry Russell Debtor's Counsel: Thomas J. Hand, Esq. HAND & HAND PO Box 985 Temple City, CA 91780 Tel: 626-464-4313 Fax: 949 489-0034 E-mail: jthomashand@gmail.com Estimated Assets: $10 million to $50 million Estimated Debts: $1 million to $10 million The petition was signed by Jay Ho Hooper, manager. Debtor's List of Five Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ US Construction Holdings Construction $250,000 140 E. Chestnut Ave Services Monrovia CA 91016 Tony Wu Tel: (626) 656-0187 Email: gm.tonywu@gmail.com Lewitt, Hackman, Shapiro Legal $30,000 Marshall & Harlan Services Email: sholzer@Lewitthackman.com Dept. of Toxic Wastes Government $40,000 Email: Anthony.DArcangelo@dtsc.ca.gov Contract TRC International Corp. Loans $430,000 4441 Baldwin Ave #C El Monte CA 91731 Kevin Chiu Tel: (626) 922-5688 Email: funnyhome88@yahoo.com UW International Loans $450,094 4441 Baldwin Ave #C El Monte CA 91731 Michelle Song Tel: (909) 569-9398 Email: michellecwnmusa@gmail.com TIBCO SOFTWARE: Loan Repricing No Impact on Moody's Ratings ----------------------------------------------------------- Moody's Investors Service said TIBCO Software Inc.'s B3 Corporate Family Rating, the B1 and Caa2 ratings, respectively, for its senior secured and senior unsecured debt and its stable ratings outlook are not affected by the company's proposed term loan repricing. The annual interest cost savings from the proposed repricing and TIBCO's improved operating trends are credit positive and will drive growth in cash generation. TRANSDIGM INC: Moody's Rates New $1.22BB Loan G Due 2024 'Ba2' -------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to the new $1.2 billion senior secured term loan G due 2024 of TransDigm Inc. All other ratings, including the B1 Corporate Family Rating, and the stable outlook remain unchanged due to the leverage neutral nature of the transaction. Proceeds from the new term loan are expected to be used to refinance the company's existing $1.2 billion senior secured term loan C due 2020. Issuer: TransDigm, Inc. The following ratings were assigned: $1,228 million senior secured term loan G due 2024, assigned Ba2 (LGD2) RATINGS RATIONALE The B1 Corporate Family Rating considers TransDigm's considerable tolerance for financial risk, a highly leveraged balance sheet and the company's private equity-like business model that prioritizes shareholder returns over creditors. During 2016, TransDigm incurred a substantial amount of indebtedness -- well beyond the bounds of internally generated cash flow -- to fund a large-sized special dividend to shareholders and to finance the company's aggressive acquisition strategy. This resulted in very high financial leverage with September 2016 Moody's adjusted Debt-to-EBITDA of around 7.5x. Over the next few quarters, Moody's expects TransDigm to delever to more sustainable levels through continued earnings growth and any near-term leveraging transaction would likely result in downward rating pressure. Moody's expects TransDigm to maintain its strong liquidity profile with substantial free cash flow generation (likely to be in excess of $650 million in 2016) which should afford the company some of the financial flexibility necessary to manage its large debt burden. TransDigm's capacity for above average financial leverage is also supported by the company's strong competitive position and especially high margins as well as its focus on the profitable aftermarket business (approximately 75% of EBITDA) which adds stability to the company's revenue stream. The stable outlook incorporates Moody's expectations that favorable industry fundamentals will continue to support earnings growth and a strong liquidity profile. The outlook also reflects the expectation that TransDigm will make progress in reducing leverage through earnings growth between periodic leveraging transactions. An upgrade is unlikely in the near term given expectations that TransDigm will continue to pursue an aggressive financial policy and a highly leveraged capital structure. An upward rating action would be driven by leverage sustained below 5.0x on a Moody's adjusted basis, coupled with the maintenance of the company's industry leading margins and a continuation of the strong liquidity profile. Factors that could result in lower ratings include Moody's adjusted Debt-to EBITDA sustained above the high 7x level or an erosion in profitability such that EBITDA margins were expected to approach 40%. A deteriorating liquidity profile involving FCF-to-Debt continuously below 5%, annual free cash flow generation sustained below $650 million or increased reliance on the revolver could also pressure the rating downward. TransDigm Inc., headquartered in Cleveland, Ohio, is a manufacturer of engineered aerospace components for commercial airlines, aircraft maintenance facilities, original equipment manufacturers and various agencies of the US Government. TransDigm Inc. is the wholly-owned subsidiary of TransDigm Group Incorporated (TDG). Revenues for the last twelve month period ending September 2016 were approximately $3.2 billion. TRANSOCEAN INC: S&P Lowers CCR to 'B+' on Industry Weakness ----------------------------------------------------------- S&P Global Ratings lowered its corporate credit rating on offshore contract drilling company Transocean Inc. to 'B+' from 'BB-'. The outlook is negative. At the same time, S&P lowered the issue-level rating on the company's secured debt to 'BB' from 'BB+'. The recovery rating on the debt remains '1', indicating S&P's expectation of very high (90% to 100%) recovery to creditors in the event of a default. S&P also lowered its issue-level rating on the company's senior unsecured debt without subsidiary guarantees to 'B+' from 'BB-'. The recovery rating on the debt remains '3', reflecting S&P's expectation of meaningful (50%-70%, upper half of the range) recovery in the event of default. S&P revised the recovery rating on Transocean's senior unsecured debt with subsidiary guarantees to '2' from '3', reflecting S&P's expectation of substantial (70%-90%, upper half of the range) recovery in the event of default. The 'BB-' issue-level rating on this debt is unchanged. In addition, S&P lowered its issue-level rating on subsidiary Global Marine Inc.'s senior unsecured debt to 'B-' from 'BB-' and lowered the recovery rating to '6' from '3', reflecting S&P's expectation of negligible (0%-10%) recovery in the event of default. "The downgrade reflects our revised assessment for Transocean's financial risk profile, reflecting our revised expectations for recovery in demand for offshore contract drilling services," said S&P Global Ratings credit analyst Ben Tsocanos. "This revision results in weaker leverage through 2018, which is consistent with the lower rating," he added. "We now believe a recovery in demand is unlikely before 2019 due to limited opportunities for economic investment in offshore oil and gas exploration and development (E&P) at our commodity price assumptions, and due to a shift in focus to shorter-cycle projects by E&P companies. We note that Transocean's recently completed secured notes offerings favorably extend its debt maturity profile. The company has also moved aggressively to respond to the downturn, including reducing operating costs, deferring capital spending, retiring rigs, and tendering for a portion of its debt. Nevertheless, we believe demand for offshore contract drilling services will remain depressed over the next two years before recovering in 2019. Therefore, we estimate that Transocean's funds from operations (FFO)-to-debt ratio will weaken over the next two years, falling below 12% in 2018," S&P said. The negative outlook reflects S&P's view that Transocean's credit measures will weaken in 2017 and 2018 as contract backlog rolls off, unless the market recovers earlier than S&P expects or the company takes steps to reduce total debt. S&P could lower the rating if it expected Transocean's FFO/debt to remain well below 12% for a sustained period. This would most likely occur if S&P no longer anticipates a recovery in demand for offshore drilling services after 2018. S&P could also lower the rating if the company's liquidity deteriorated, which could occur if it were to reduce the size of its credit facility or was unable to refinance debt. S&P could revise the outlook to stable if it expected Transocean to maintain FFO/debt above 12% for a sustained period, which would most likely occur if the company were able to recontract rigs as backlog rolls off in conjunction with an industry recovery. TUL INVESTMENTS: Taps Apex Properties as Real Estate Broker ----------------------------------------------------------- Tul Investments, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire a real estate broker. The Debtor proposes to hire Apex Properties to conduct a valuation of real properties it indirectly owns and to market those properties to fund its bankruptcy plan. Chris Comfort, a real estate broker employed with Apex Properties, does not hold or represent any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: Chris Comfort Apex Properties 11040 Santa Monica Blvd., Suite 210 Los Angeles, CA 90025 Phone: (424) 293-8085 About Tul Investments Tul Investments, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C. D. Cal. Case No. 16-12869) on October 3, 2016. The petition was signed by Yuval Stelmach, president. The case is assigned to Judge Maureen Tighe. The Debtor is represented by Matthew Abbasi, Esq., at Abbasi Law Corp. At the time of the filing, the Debtor disclosed $1,500 in assets and $2.3 million in liabilities. UPPER ROOM BIBLE: Taps Accounting Services Unlimited as Accountant ------------------------------------------------------------------ The Upper Room Bible Church, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Louisiana to hire an accountant. The Debtor proposes to hire Accounting Services Unlimited, LLC to provide accounting services related to its Chapter 11 case, and pay the firm a monthly block fee of $2,250. Thomas Fontes, a member of ASU, 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: Thomas Fontes Accounting Services Unlimited, LLC 3939 N. Causeway Blvd., Suite 301 Metairie, LA 70002 About The Upper Room Bible The Upper Room Bible Church, Inc. filed a Chapter 11 petition (Bankr. E.D. La. Case No. 16-12757), on November 8, 2016. The Petition was signed by Herbert H. Rowe, Jr. The Debtor is represented by P. Douglas Stewart, Jr., Esq., Brandon A. Brown, Esq., and Ryan J. Richmond, Esq., at Stewart Robbins & Brown, LLC. At the time of filing, the Debtor estimated assets and liabilities at $0 to $50,000. VAPOR CORP: Hal Mintz Holds 4.86% Stake as of Dec. 31 ----------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Sabby Management, LLC and Hal Mintz disclosed that as of Dec. 31, 2016, they beneficially own 691,297,601 shares of common stock of Vapor Corp. representing 4.86 percent of the shares outstanding. Sabby Healthcare Master Fund, Ltd. also reported benenficial ownership of 512,980,800 common shares. A full-text copy of the regulatory filing is available at: goo.gl/PRKNHv About Vapor Corp Vapor Corp. operates 20 vape stores in the Southeastern United States and online where it sells vaporizers, liquids for vaporizers and e-cigarettes. The Company also designs, markets and distributes electronic cigarettes, vaporizers, e-liquids and accessories under the Vapor X, Hookah Stix, Vaporin, Krave, and Honey Stick brands. "Electronic cigarettes" or "e-cigarettes," and "vaporizers" are battery-powered products that enable users to inhale nicotine vapor without fire, smoke, tar, ash, or carbon monoxide. The Company also designs and develops private label brands for its distribution customers. Third party manufacturers manufacture the Compoany's products to meet its design specifications. The Company markets its products as alternatives to traditional tobacco cigarettes and cigars. In 2014, as a response to market product demand changes, Vapor began to shift its primary focus from electronic cigarettes to vaporizers. Vapor Corp reported a net loss allocable to common shareholders of $36.26 million in 2015 following a net loss allocable to common shareholders of $13.85 million in 2014. As of Sept. 30, 2016, Vapor Corp. had $20.76 million in total assets, $48.72 million in total liabilities and a total stockholders' deficit of $27.95 million. 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 Company has incurred net losses and needs to raise additional funds to meet its obligations and sustain its operations. In addition, the Company currently does not have enough authorized common shares to settle all of its outstanding warrants if those warrants were exercised pursuant to their cashless exercise provisions. As a result, the Company could be required to settle a portion of these warrants with cash. These conditions, the auditors said, raise substantial doubt about the Company's ability to continue as a going concern. VERMILLION INC: Files Copy of Investor Presentation with SEC ------------------------------------------------------------ Vermillion, Inc., filed with the Securities and Exchange Commission a copy of the investor presentation that the Company plans to use in conjunction with meetings, beginning on Jan. 9, 2017, during the J.P. Morgan Healthcare Conference. The presentation is available for free at https://is.gd/NodqKL About Vermillion Vermillion, Inc., is dedicated to the discovery, development and commercialization of novel high-value diagnostic tests that help physicians diagnose, treat and improve outcomes for patients. Vermillion, along with its prestigious scientific collaborators, has diagnostic programs in oncology, hematology, cardiology and women's health. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 09-11091) on March 30, 2009. Vermillion's legal advisor in connection with its successful reorganization efforts wass Paul, Hastings, Janofsky & Walker LLP. Vermillion emerged from bankruptcy in January 2010. The Plan called for the Company to pay all claims in full and equity holders to retain control of the Company. Vermillion reported a net loss of $19.1 million on $2.17 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss of $19.2 million on $2.52 million of total revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Vermillion had $10.68 million in total assets, $4.39 million in total liabilities and $6.29 million in total stockholders' equity. VERTEX ENERGY: John Thiessen Reports 5.6% Stake as of Nov. 4 ------------------------------------------------------------ In a Schedule 13G filed with the Securities and Exchange Commission, John Thiessen and Vertex One Asset Management, Inc., disclosed that as of Nov. 4, 2016, they beneficially own 1,815,831 shares of common stock of Vertex Energy, Inc., representing 5.61 percent of the shares outstanding. The 1,815,831 shares of Common Stock reported as beneficially owned by Vertex One and John Thiessen are all shares held by persons in respect of which Vertex One acts as fund manager; Mr. Thiessen is the principal of Vertex One with discretionary control over the assets of such persons. The approximate percentages of shares of common stock reported as beneficially owned by the Reporting Persons are based upon 30,153,191 shares of Common Stock outstanding as of Nov. 2, 2016, (net of shares of Common Stock being held in escrow by the Issuer and unconverted Common Stock held by a third party), as reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended Sept. 30, 2016. A full-text copy of the regulatory filing is available at: goo.gl/nu4Udg About Vertex Energy Vertex Energy, Inc. (VTNR) -- http://www.vertexenergy.com/-- is a refiner and marketer of high-quality specialty hydrocarbon products. With headquarters in Houston, Texas, Vertex processing facilities are located in Houston (TX), Marrero (LA) and Columbus (OH). Vertex reported a net loss of $22.51 million for the year ended Dec. 31, 2015, compared to a net loss of $5.87 million for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Vertex had $86.24 million in total assets, $25.72 million in total liabilities, $22.13 million in temporary equity and $38.38 million in total equity. Hein & Associates LLP, in Houston, Texas, issued a "going concern" qualification on the Company's consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has a working capital deficit of $12.19 million, has suffered losses from operations and is at risk of default of its debt agreements. This raises substantial doubt about the Company's ability to continue as a going concern. VISUALANT INC: Amends Certificate of Designation of Series C Stock ------------------------------------------------------------------ Visualant, Incorporated closed a Series C Preferred Stock and Warrant Purchase Agreement with an accredited investor for the purchase of $1,250,000 of preferred stock with a conversion price of $0.70 per share on Aug. 5, 2016. The preferred has a yield of 8% and an ownership blocker of 4.99%. In addition, the investor received 100% warrant coverage with five year warrants having a strike price of $0.70. Both the Series C and warrants were included in a registration statement filed by the Company. Amendments to Bylaws Visualant, Incorporated, filed an amended current report with the Securities and Exchange Commission on Jan. 9, 2017, to correct the Certificate of Designation, Preferences and Rights of the Series C Convertible Preferred Stock. On Aug. 31, 2016, the Company filed with the State of Nevada a Certificate of Correction to the Certificate of Designations of Preferences, Powers, Rights and Limitations for the Series C Redeemable Convertible Preferred Stock. The Certificate authorized 5,000 shares of Series C Preferred Stock at a par value of $.001 per share that is convertible into common stock at $0.70 per share, with certain adjustments as set forth in the Certificate. About Visualant Inc. Seattle, Wash.-based Visualant, Inc., was incorporated under the laws of the State of Nevada on Oct. 8, 1998. The Company develops low-cost, high speed, light-based security and quality control solutions for use in homeland security, anti- counterfeiting, forgery/fraud prevention, brand protection and process control applications. Visualant reported a net loss of $2.63 million on $6.29 million of revenue for the year ended Sept. 30, 2015, compared to a net loss of $1.01 million on $7.98 million of revenue for the year ended Sept. 30, 2014. As of June 30, 2016, Visualant had $3.05 million in total assets, $7.22 million in total liabilities, all current, and a total stockholders' deficit of $4.17 million. PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2015, citing that Company has sustained a net loss from operations and has an accumulated deficit since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. VISUALANT INC: Extends CEO Promissory Notes Due Date to March 31 ---------------------------------------------------------------- Visualant, Incorporated, entered into amendments to two demand promissory notes, totaling $600,000, and a note payable for $200,000 related to the Umpqua Bank Business Loan Agreement with Mr. Erickson, the Company's chief executive officer and/or entities in which Mr. Erickson has a beneficial interest. The amendments extend the due date from Dec. 31, 2016, to March 31, 2017, and continue to provide for interest of 3% per annum and a second lien on company assets if not repaid by March 31, 2017, or converted into convertible debentures or equity on terms acceptable to the Holder. About Visualant Inc. Seattle, Wash.-based Visualant, Inc., was incorporated under the laws of the State of Nevada on Oct. 8, 1998. The Company develops low-cost, high speed, light-based security and quality control solutions for use in homeland security, anti- counterfeiting, forgery/fraud prevention, brand protection and process control applications. Visualant reported a net loss of $2.63 million on $6.29 million of revenue for the year ended Sept. 30, 2015, compared to a net loss of $1.01 million on $7.98 million of revenue for the year ended Sept. 30, 2014. As of June 30, 2016, Visualant had $3.05 million in total assets, $7.22 million in total liabilities, all current, and a total stockholders' deficit of $4.17 million. PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2015, citing that Company has sustained a net loss from operations and has an accumulated deficit since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. WHEEL AND TIRE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Wheel and Tire Superstore, LLC fka Tires To You, LLC fdba 4Tires2U fdba Small Town Tires 348 Vista Gardens Buda, TX 78610 Case No.: 17-50096 Chapter 11 Petition Date: January 11, 2017 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Hon. Craig A. Gargotta Debtor's Counsel: Michael J. O'Connor, Esq. LAW OFFICE OF MICHAEL J. O'CONNOR The Ariel House 8118 Datapoint Drive San Antonio, TX 78229 Tel: (210) 614-6400 Fax: (210) 614-6401 E-mail: oconnorlaw@gmail.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Monica Grace, managing member. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txwb17-50096.pdf WINDMILL RESERVE: Has Until April 8 to File Plan of Reorganization ------------------------------------------------------------------ Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern District of Florida extended the exclusive periods during which only Windmill Reserve Corp. may file a plan of reorganization and solicit acceptances to its plan, through and including April 8, 2017 and June 8, 2017, respectively. The Troubled Company Reporter had earlier reported that the Debtor sought exclusivity extension as it anticipates that the closing of the sale of its Real Property -- which consists of 22 lots in the Windmill Reserve community in Weston, Florida -- will occur on or before March 1, 2017, assuming a successful auction. Pursuant to the Court's Amended Bidding Procedures Order, the auction sale of the Real Property has been rescheduled for February 8, 2017 and the deadline to submit bids for the real property has been fixed on February 7, 2017. The Debtor told the Court that the Proposed Purchaser, Genesis Commercial Group, Inc., rescinded its $9.5 million bid for the Real Property, and as such, it has since been in discussions with a number of parties who have expressed an interest in the Real Property. About Windmill Reserve Corp. Windmill Reserve Corp., fka Estates of Swan Lake Corp., is a Florida corporation that owns and developed the "Windmill Reserve" community in Weston, Florida. "Windmill Reserve" consists of 94 single family home sites, 72 of which have been sold and improved. The Debtor holds title to 22 lots in the community. The Debtor also owns two lots used for mitigation and located in Miramar, Florida. The Debtor filed a voluntary Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 16-20986) on Aug. 8, 2016. The petition was signed by Philip J. Von Kahle as president. The Debtor listed total assets of $15.53 million and total debts of $42.89 million. Berger Singerman LLP serves as the Debtor's counsel. The case is assigned to Judge Raymond B Ray. WINERY AT ELK: Taps Klein & Associates as Legal Counsel ------------------------------------------------------- The Winery at Elk Manor, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire legal counsel. The Debtor proposes to hire Klein & Associates, LLC to give advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. Klein & Associates will be paid an hourly rate of $275 for its services. Diana Klein, Esq., disclosed in a court filing that her firm does not hold or represent any interest adverse to the Debtor's bankruptcy estate. Klein & Associates can be reached through: Diana L. Klein, Esq. Klein & Associates, LLC 2450 Riva Road, Suite 200 Annapolis, Maryland 21401 Phone: (443) 569-4574 Email: klein-tp@hotmail.com About The Winery at Elk Manor The Winery at Elk Manor, LLC filed a Chapter 11 petition (Bankr. D. Md. Case No.: 16-23963) on October 20, 2016 and is represented by Aryeh E. Stein, Esq., in Baltimore, Maryland. At the time of filing, the Debtor had $1 million to $10 million in estimated assets and $1 million to $10 million in estimated liabilities. The petition was signed by Gretchen J. Tusha, managing member. A list of the Debtor's 15 unsecured creditors is available for free at http://bankrupt.com/misc/mdb16-23963.pdf ********* 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. 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