/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170210.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, February 10, 2017, Vol. 21, No. 40 Headlines 1126 N. NEMA: Hires Kasey C Nye Lawyer as Counsel 2315 ST. PAUL: Seeks to Hire Meridian Law as Legal Counsel 25-54 CRESCENT: Case Summary & 6 Unsecured Creditors 2519 AQUA VISTA: Case Summary & 2 Unsecured Creditors 4 ACES BINGO: Bridge House Buying Aurora Property for $1.6 Million 4-U PERFORMANCE: Case Summary & 11 Unsecured Creditors 40 YEAR MILLWORK: Hires Van Horn Law as Counsel ABDULHAY ASSOCIATES: Unsecureds to Get $50,000 Under Amended Plan ACTIVECARE INC: Extends Maturity of JMJ Financial Note ADVANCED MICRO: Moody's Corrects February 7 Release ADVANCED SOLIDS: Sale of Furniture on Consignment Approved AEMETIS INC: Announces Promissory Note Financing of $2.1 Million ALLARCO ENTERTAINMENT: Claims Bar Date Set for March 17 ARC PRODUCTIONS: First Meeting of Creditors Set for February 15 ARIZONA ENTRYWAYS: Combined Plan, Disclosures Hearing on April 6 AUTHENTIDATE HOLDING: Obtains $250,000 Term Loan from CEO BAMBOO PALACE: Seeks to Hire Goldman & Beslow as Legal Counsel BBB INDUSTRIES: S&P Affirms 'B' CCR Following $100MM Loan Add-On BCBG MAX AZRIA: Said to Be Mulling Bankruptcy, Closing 120 Stores BEN HOGAN GOLF: Wants to Obtain $1.4 Mil-DIP Financing, Use Cash BERRY PLASTICS: Term Loan Reprice No Impact on Moody's Ba3 Rating BGM PASADENA: Ch.11 Trustee Hires SLBiggs as Accountants BONANZA CREEK: Agrees to Allow Silo's $75M Unsec. Claim vs BCEOC BROOKLYN RELIABLE: Hires Vogel Bach & Horn as Counsel BWAY HOLDING: Moody's Puts B3 CFR on Review for Downgrade CADIZ INC: Derivative Suit Settlement Gets Preliminary Approval CALVERY SERVICES: Taps J&R United Hands as Accountant CENTRAL IOWA: Selling Assets, Auction on March 15 CHADHAM HOMEOWNERS: Taps Cole & Associates as Accountant CHADHAM HOMEOWNERS: Taps James H. Monroe as Legal Counsel CHESAPEAKE ENERGY: Fitch to Withdraw Ratings on March 8 CHRYSLER GROUP: Court Blocks Spitzer's Attempt to Rejoin Dealership COMSCORE INC: Won't Be Able to Regain SEC Compliance by Feb. 23 COMSTOCK RESOURCES: Oaktree Holds 9.9% Equity Stake as of Jan. 26 COMSTOCK RESOURCES: Whitebox Reports 6.8% Stake as of Jan. 27 CONNEAUT LAKE VOLUNTEER: Taps Assessment Evaluation as Appraiser COOK INVESTMENTS: Hires Bush Kornfeld as Counsel CORWIN PLACE: To Fund Exit Plan Through Sale of Real Estate COSI INC: Asks Court to OK Amended Franchise Pact With Fast Casual CTI BIOPHARMA: Baxalta GmbH Reports 5.5% Equity Stake as of Jan. 1 DAKOTA PLAINS: Court OKs $10.85M Purchase Agreement with BioUrja DANCING WATERS: To Sell Whatcom County Property to Pay Creditors DIOCESE OF GALLUP: Wins Final Decree Closing Ch. 11 Case ECRA GROUP: Court Conditionally Approves Disclosure Statement EDUCATION MANAGEMENT: Bondholder Wants Rehearing of 2nd Cir. Ruling EDWARD YODER: Ex-Monarch CEO Sentenced to 2 Years in Prison EMERALD ACQUISITION: S&P Affirms BB ICR & Revises Outlook to Neg. ERGON CARIBBEAN: Taps Jimenez Vazquez as Accountant ERICKSON INC: Seeks to Hire Morten Beyer as Appraiser ERICKSON INC: Unsecureds to Recoup .11%-.44% Under 2nd Amended Plan ESPLANADE HL: Intends to File Plan of Reorganization by April 14 FANSTEEL INC: Panel Wants Exclusive Solicitation Period Terminated FOUNDATION HEALTHCARE: Owners Down to 160; SEC Reporting to End FOUNTAINS OF BOYNTON: Seeks April 10 Plan Exclusivity Extension FREESEAS INC: Effecting a 1-for-5,000 Reverse Common Stock Split FRONTIER HOTELS: Taps Azhar Chaudhary as New Legal Counsel GREAT BASIN: Has 878.3M Outstanding Common Shares as of Feb. 3 GUIN, AL: Moody's Lowers GOLT Rating to B2; Outlook Negative H. BURKHART: Unsecured Creditors to Get Share of Sale Proceeds HARTLAND MMI: Case Summary & 11 Unsecured Creditors HATU WINDS: Seeks to Hire cRc Nationwide as Real Estate Broker HEMISPHERE MEDIA: Moody's Rates New $225MM Term Loan B 'B2' HPIL HOLDING: Hires VStock Transfer as Transfer Agent HTH LEARNING: Fitch Affirms BB+ Ratings on 2008A/B Revenue Bonds IHEARTCOMMUNICATIONS INC: Fitch Ups LT Issuer Default Rating to CC IHEARTCOMMUNICATIONS INC: Moody's Affirms CFR Over Debt Exchange IHEARTMEDIA INC: S&P Lowers CCR to 'SD' on Debt Exchange INNOVATIVE CONSTRUCTION: Sale of Real Property to Fund Plan IRON BRIDGE TOOLS: Can Use BCF Cash Collateral on Final Basis IRVIN & ASSOCIATES: Latest Plan Outline Discloses Future Mgt. IRVIN & ASSOCIATES: March 8 Plan, Disclosures Hearing J&J TILE: Hires Carkhuff & Radmin as Counsel KHNY INC: EMF Buying Radio Stations for $525K LAMPLIGHT CONDOMINIUM: Taps Grafstein & Arcaro as Legal Counsel LAS CRUCES COUNTRY CLUB: Assets as Much as $4.8 Million LIFE ENHANCEMENT: Trustee Selling All Assets to Sierra for $500K LONGVIEW POWER: S&P Lowers Rating on Sr. Sec. Term Loan B to 'B-' LOVE GRACE: Committee Taps Stewart Robbins as Legal Counsel M.O.R. PRINTING: Case Summary & 9 Unsecured Creditors MANOR VENTURES: Hires M. David Graubard as Attorney MARBLES LLC: Files for Chapter 11, Closing All 37 Stores MELODY GOOD GIRL: Can Use Cash Collateral on Final Basis MESOBLAST LIMITED: Had $33.9 Million Cash as of Dec. 31 MIDLAND HI LODGING: Hires Allen Barnes & Jones as Counsel MOUNT ST. MARY'S: Moody's Alters Outlook to Neg, Affirms Ba2 Rating MOUNTAIN THUNDER: Trustee Selling Assets to Gemcap for $1.85M NATURESCAPE HOLDING: Trustee Selling Assets to Gemcap for $1.8M NEVADA GAMING: Taps Maxim Hotel to Sell Slot Route Biz OLIVER C&I: Needs Until May 15 to Submit Plan of Reorgnization ONCOBIOLOGICS INC: Inks Registration Rights Pact with Investors OPTIMA SPECIALTY: Committee Taps FTI as Financial Advisor ORANGE PEEL: Intends to File Plan by April 7 Pending Auction OTEX RESOURCES: Seeks to Hire Larry Vick as Legal Counsel PARAGON OFFSHORE: Creditors' Panel Opposes Plan Filing Extension PARSLEY ENERGY: Moody's Hikes CFR to B1 & Rates New Notes B2 PARSLEY ENERGY: S&P Assigns 'B+' Rating on Proposed $350MM Notes PFO GLOBAL: Intends to Obtain $420K Financing, Use Cash Collateral PICO HOLDINGS: Machado Replaced by Banera's Bylinsky as Director PIONEER ENERGY: BNY Mellon Reports 5.47% Stake as of Dec. 31 QUANTUM CORP: Private Capital Reports 4.9% Stake as of Nov. 21 QUANTUM CORP: Shareholder Plans to Nominate Five Persons to Board RADIOSHACK CORP: Peter Kravitz Opposes Claims Filing Extension RADIOSHACK CORP: To Audit Former Workers' Health Care Claim Info RALSTON-LIPPINCOTT: Hires Hayward Parker as Attorneys REALTY & SERVICES: Hires Vogel Bach & Horn as Counsel RITA RESTAURANT: Discloses New Provisions on Plan Funding ROCKY MOUNTAIN: Crackerjack Exercises Warrants to Buy Common Stock ROMAGNA CORP: Hires DelBello Donnellan Weingarten as Attorneys RXI PHARMACEUTICALS: Fails to Comply with Nasdaq Bid Price Rule SAM BASS: Hires Iron Horse Auction as Auctioneer SCOTT A. BERGER: Allowed to File Plan of Reorganization by April 3 SCOUT MEDIA: Sale of All Assets to CBS for $9.5 Million Approved SCPD GRAMERCY: Settles ACM's $14.9-Mil. Secured Claims SEANERGY MARITIME: Signs $20M Equity Distribution Pact With Maxim SEVEN HILLS: Case Summary & 20 Largest Unsecured Creditors SOUTHERN GRADING: Seeks to Hire Allegiant Law as Legal Counsel SPANISH BROADCASTING: Reports Select Financial Results for 2016 SPOON PRIME: Taps Genova & Malin as Legal Counsel STONE ENERGY: Dimensional Fund No Longer Holds Shares STONE ENERGY: Franklin Resources Reports 6.7% Equity Stake SULLIVAN VINEYARDS: Wants to Use Winery Rehabilitation Cash SUMMIT MIDSTREAM: Moody's Rates New $500MM Unsecured Notes 'B2' SUMMIT MIDSTREAM: S&P Rates Proposed $500MM Unsec. Notes 'B+' SUNCOKE ENERGY: S&P Raises CCR to 'BB-', Off CreditWatch Positive TARA RETAIL: Hires Kay Castro & Chaney as Counsel TATOES LLC: Court Allows Cash Collateral Use on Interim Basis TGI FRIDAY'S: S&P Cuts CCR to 'B' on Increased Leverage Prospects TOISA LIMITED: Hires Kurtzman Carson as Claims and Noticing Agent TRAMMELL FAMILY LAKE: Taps Benton & Centeno as Legal Counsel TRAMMELL FAMILY ORANGE: Taps Memory & Day as Legal Counsel TRANS COASTAL: US Bank to Get $800,000 on Plan Effective Date TRANSGENOMIC INC: Amends Merger Pact with Precipio Diagnostics TROCOM CONSTRUCTION: Amended Plan Resolves Liberty Mutual Objection TS WAXAHACHIE: Seeks to Hire Tonja Barnebee as Accountant UNIVERSAL HEALTH: Court Okays $2.9M Settlement With E&Y VAL COLE: MC Allstream Buying Pleasanton Property for $1.3 Million VANGUARD NATURAL: Receives Delisting Notice from NASDAQ VENT ALARM: Unsecured Creditors to be Paid 4.24% Under Exit Plan VIOLIN MEMORY: May Enter Into Plan Sponsor Deal with Soros VIP CINEMA: S&P Assigns 'B' CCR, Outlook Stable WEATHERFORD INTERNATIONAL: Reports $549M Net Loss in Q4 WEST VIRGINIA HIGH: Unsecureds to Get 100% in 12 Quarterly Payments WINDMILL RUN: Fannie Mae Has $308K Allowable Postpetition Claim YP HOLDINGS: Moody's Lowers Corporate Family Rating to Caa1 YRC WORLDWIDE: Reports Q4 and Full-Year Results for 2016 [*] Turnaround Firm CR3 Partners' Official Launch Announced [^] BOOK REVIEW: Risk, Uncertainty and Profit ********* 1126 N. NEMA: Hires Kasey C Nye Lawyer as Counsel ------------------------------------------------- 1126 N. Nema, LLC, an Arizona Limited Liability Company, seeks authorization from the U.S. Bankruptcy Court for the District of Arizona to employ Kasey C Nye Lawyer, PLLC as counsel for the Debtor. The Debtor requires Nye Law Firm to represent the Debtor in the reorganization proceedings to satisfy the requirements of Chapter 11 including filing and confirming a plan of reorganization. Nye Law Firm will be paid at these hourly rates: Kasey C. Nye $275 Associates $225 Paralegals $150 The Nye Law Firm has agreed to cap its fees for this Reorganization at $10,000. Kasey C Nye, Esq., Kasey C Nye Lawyer, PLLC, assured the Court that the firm does not represent any interest adverse to the Debtor and its estates. Nye Law Firm may be reached at: Kasey C Nye, Esq. Kasey C Nye Lawyer, PLLC 1661 North Swan Road, Suite 238 Tucson, AZ 85712 Phone: (520) 399-7361 Fax: (520) 413-2147 Email: knye@kcnyelaw.com About 1126 N. Nema, LLC 1126 N. Nema, LLC filed a Chapter 11 bankruptcy petition (Bankr. D.Ariz. Case No. 16-12752) on November 6, 2016. Kasey C Nye, Esq., at Kasey C Nye Lawyer, PLLC serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. 2315 ST. PAUL: Seeks to Hire Meridian Law as Legal Counsel ---------------------------------------------------------- 2315 St. Paul Street LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire legal counsel. The Debtor proposes to hire Meridian Law, LLC to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. The firm will be paid an hourly rate of $300 and will receive reimbursement for work-related expenses. Aryeh Stein, Esq., at Meridian Law, 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: Aryeh E. Stein, Esq. Meridian Law, LLC 600 Reisterstown Road, Suite 700 Baltimore, MD 21208 Phone: (443) 326-6011 Email: astein@meridianlawfirm.com About 2315 St. Paul Street 2315 St. Paul Street LLC, a company based in Baltimore, Maryland, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-11215) on January 30, 2017. The petition was signed by Sameena Farooq, managing member. The case is assigned to Judge Robert A. Gordon. At the time of the filing, the Debtor estimated its assets and debts at $10 million to $50 million. 25-54 CRESCENT: Case Summary & 6 Unsecured Creditors ---------------------------------------------------- Debtor: 25-54 Crescent Realty LLC 25-58 Crescent Street Astoria, NY 11102 Case No.: 17-40560 Chapter 11 Petition Date: February 8, 2017 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Carla E. Craig Debtor's Counsel: Peter Corey, Esq. MACCO & STERN, LLP 2950 Express Drive South, Suite 109 Islandia, NY 11749 Tel: (631) 549-7900 E-mail: pcorey@maccosternlaw.com - and - Michael J Macco, Esq. MACCO & STERN LLP 2950 Express Drive South, Suite 109 Islandia, NY 11749 Tel: 631-549-7900 Fax: 631-549-7845 E-mail: csmith@maccosternlaw.com Total Assets: $4.55 million Total Liabilities: $3.25 million The petition was signed by Petros Konstantelos, member. A copy of the Debtor's list of six unsecured creditors is available for free at http://bankrupt.com/misc/nyeb17-40560.pdf 2519 AQUA VISTA: Case Summary & 2 Unsecured Creditors ----------------------------------------------------- Debtor: 2519 Aqua Vista Boulevard LLC 2519 Aqua Vista Blvd Fort Lauderdale, FL 33301 Case No.: 17-11521 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: February 8, 2017 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Hon. John K Olson Debtor's Counsel: Chad T Van Horn, Esq. VAN HORN LAW GROUP, P.A. 330 N Andrews Ave #450 Ft Lauderdale, FL 33301 Tel: 954-765-3166 Fax: 954-756-7103 E-mail: Chad@cvhlawgroup.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Cullan F Meathe, managing member. A copy of the Debtor's list of two unsecured creditors is available for free at http://bankrupt.com/misc/flsb17-11521.pdf 4 ACES BINGO: Bridge House Buying Aurora Property for $1.6 Million ------------------------------------------------------------------ 4 Aces Bingo, Inc., asks the U.S. Bankruptcy Court for the District of Colorado to authorize the sale of the real property located at 16000 E. Colfax Ave., Aurora, Colorado, to Bridge House for $1,600,000. The Debtor owns the Real Property which consists of a single commercial building with 11,326 usable square feet and 160 parking spaces situated on 2.15 acres. The Debtor operated a bingo hall in the Real Property from approximately 1999 through June 2016, at which time it permanently ceased all operations. In addition to the Property, the Debtor owns certain personal property including office furniture, folding tables and chairs, bingo equipment, and some basic kitchen equipment, which property is not included in the proposed sale of the Real Property. The Debtor estimates the value of such personal property at $4,775. There are also some upholstered booths that were installed inside the Real Property, and those booths will be included in the sale. The Debtor believes that the upholstered booths have no value if they are removed from the Real Property. The Debtor purchased the land and constructed the building situated on the Real Property in 1999, at a total cost of $1,500,000. The purchase and construction were funded through a loan from Commerce Bank in the amount of $1,100,000, which is evidenced by a Promissory Note and Deed of Trust. The Promissory Note was refinanced with Guaranty Bank in 2007, and the Deed of Trust was assigned to Guaranty Bank at that time. Guaranty Bank or its assign is the current holder of a lien against the Real Property in the amount of approximately $949,509. The Arapahoe County Treasurer holds a statutory lien against the Real Property, and is owed approximately $28,873 of principal and interest for 2015 real property taxes. On Feb. 7, 2017, the Debtor entered into a Contract to Buy and Sell Real Estate (Commercial) (together with all attachments thereto) with the Buyer. The Buyer is a non-profit corporation that offers a range of opportunities for homeless men and women to improve their lives, assisting them with housing, meals, and job training, all in one location. It has a successful operation in Boulder, Colorado, and wants to duplicate that operation in Aurora, Colorado, beginning with the purchase of the Real Property. The salient terms of the Sale Contract are: a. Purchase Price: $1,600,000 b. Deposit: $25,000 c. All deadlines in the Sale Agreement are based upon the date of the Mutual Execution of the Contract ("MEC"). MEC is defined as the date the Court issues an Order Approving the Sale Contract. d. The Buyer will have 60 days from MEC in which to conduct its due diligence, and may terminate the Sale Contract for any reason prior to the deadline. e. The Inspection Resolution deadline is 67 days after MEC. If such deadline passes without unresolved inspection issues, and is not extended, the earnest money deposit becomes non-refundable. f. The Buyer may terminate the Sale Contract if it is unable to obtain the appropriate zoning and land use approval from the City of Aurora, or the funding necessary to close. g. The Closing deadline is 180 days after MEC, but the date may be extended by up to 90 days if the Buyer is delayed in obtaining appropriate zoning and land use approval from the City of Aurora, or the funding necessary to close. h. The Buyer may terminate the Sale Contract if Guaranty Bank obtains relief from stay to proceed with its foreclosure sale. i. The Debtor may not solicit other offers for the Real Property unless the Sale Contract is terminated. j. The Sale Contract must be approved by the Court no later than March 17, 2017. k. The Debtor will pay half of the closing costs. Pursuant to the Sale Contract, the upholstered booths constitute the only personal property included in the proposed sale. A copy of the Sale Contract Attached to the Motion is available for free at: http://bankrupt.com/misc/Aces_Bingo_43_Sales.pdf A sound business reason exists for the sale of substantially all of the Debtor's assets. The sale of the Debtor's assets will pay Guaranty Bank's secured claim in full, all real property taxes, and should generate enough proceeds from the sale to pay the unsecured creditor and administrative expenses in full. Upon sale of the Real Property, the Debtor proposes to pay Guaranty Bank and the Arapahoe County Treasurer in full. This includes all principal and interest due to Guaranty Bank, and all principal and interest due for 2015 taxes, and the Debtor's pro-rata share of the 2016 real property taxes, to the Arapahoe County Treasurer. The Debtor prays that the Court enter an Order authorizing the Debtor to sell the Real Property free and clear of all liens, claims, and encumbrances, pay secured creditors Guaranty Bank and the Arapahoe County Treasurer in full from the sale proceeds, and for such further and additional relief as to the Court may appear proper. About 4 Aces Bingo Inc 4 Aces Bingo Inc is a privately held company in Aurora, CO. It was established in 1992. 4 Aces Bingo filed a Chapter 11 bankruptcy petition (Bankr. D. Colo. Case No. 16-22413) on Dec. 28, 2016. 4 Aces Bingo is a Single Asset Real Estate debtor. The Hon. Elizabeth E. Brown oversees the case. Jeffrey S. Brinen, Esq., at Kutner Brinen, P.C., serves as counsel to the Debtor. In its petition, the Debtor estimated $1 million to $10 million in assets; and liabilities between $500,000 and $1 million. The petition was signed by William Weaver, president. The Debtor says it has no unsecured creditor. 4-U PERFORMANCE: Case Summary & 11 Unsecured Creditors ------------------------------------------------------ Debtor: 4-U Performance Group LLC 43 Franklin Avenue Livingston, NJ 07039 Case No.: 17-12470 Chapter 11 Petition Date: February 8, 2017 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. Vincent F. Papalia Debtor's Counsel: Paul H. Aloe, Esq. KUDMAN TRACHTEN ALOE LLP 350 Fifth Avenue, Ste 6800 New York, NY 10118 Tel: 212-868-1010 Fax: 212-868-0013 E-mail: paloe@kudmanlaw.com Total Assets: $224,800 Total Liabilities: $1.34 million The petition was signed by Howard Weiss, member. A copy of the Debtor's list of 11 unsecured creditors is available for free at http://bankrupt.com/misc/njb17-12470.pdf 40 YEAR MILLWORK: Hires Van Horn Law as Counsel ----------------------------------------------- 40 Year Millwork, LLC seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to employ Van Horn Law Group, P.A. as counsel, nunc pro tunc to January 19, 2017. The Debtor requires Van Horn to: (a) give advice to the Debtor with respect to its powers and duties as a debtor-in-possession and the continued management of its financial matters and business operations; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; (d) protect the interest of the Debtor in all matters pending before the Court; and (e) represent the Debtor in negotiations with its creditors in the preparation of a plan. Van Horn will be paid at these hourly rates: Chad Van Horn $400 Jay Molluso $350 Associates $300 Lead Paralegal $185 Paralegals and Law Clerks $175 Van Horn will also be reimbursed for reasonable out-of-pocket expenses incurred. Van Horn required from the Debtor a non-refundable retainer of $6,000 plus a filing fee of $1,717. Chad T. Van Horn, the founding partner of Van Horn, 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. Van Horn can be reached at: Chad T. Van Horn, Esq. Van Horn Law Group, P.A. 330 N. Andrews Ave., Suite 450 Fort Lauderdale, FL 33301 Tel: (954) 765-3166 E-mail: chad@cvhlawgroup.com 40 Year Millwork LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 17-10611) on Jan. 19, 2017. The Hon. John K Olson presides over the case. ABDULHAY ASSOCIATES: Unsecureds to Get $50,000 Under Amended Plan ----------------------------------------------------------------- Abdulhay Associates, L.P., filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a disclosure statement in connection with its first amended plan or reorganization, dated Feb. 2, 2017. Class 3 consists of the Unsecured Claims of all creditors. Commencing on the Effective Date, the Class 3 Claimants will receive a total of $50,000 pro rata. This amount will constitute a full settlement, satisfaction, release, and discharge of all Class 3 Claims as to the Debtor. The initial plan provides that Class 3 consists of the deficiency judgment obtained by ESSA Bank and against the Debtor. It also stated that the Class 3 claimant will receive a total of $100,000 with 60 equal monthly payments of $1,000 and remainder paid on the first day of the 61st month. The Debtor has obtained funding from two sources: (a) A commitment letter for up to $1,505,000 to fund the Class 1 payment and Class 3 Payment. (b) A commitment letter from limited partners of Abdulhay Associates to provide the New Value Investment. These two sources provide all of the funding necessary to make all proposed plan payments. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/paeb16-16713-60-1.pdf Headquartered in Orefield, PA, Abdulhay Associates filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 16-16713) on Sept. 23, 2016, with estimated assets of $1 million to $10 million and estimated liabilities of $1 million to $10 million. The petition was signed by Dr. Gazi Abdulhay, general partner of Abdulhay Associates, L.P. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. ACTIVECARE INC: Extends Maturity of JMJ Financial Note ------------------------------------------------------ On Sept. 19, 2016, ActiveCare, Inc., entered into a Securities Purchase Agreement, as amended, with JMJ Financial, a Nevada sole proprietorship. Pursuant to the terms of the Purchase Agreement, JMJ purchased from the Company (i) a Promissory Note in the aggregate principal amount of up to $1,500,000 due and payable on the earlier of Jan. 31, 2017, or the third business day after the closing of the Company's securities offering pursuant to the S-1 registration statement filed with the U.S. Securities and Exchange Commission on July 19, 2016, and (ii) a Common Stock Purchase Warrant to purchase 10,000,000 shares of the Company's common stock at an exercise price as defined therein. Effective Jan. 30, 2017, the Parties entered into a second amendment to the Purchase Agreement and the Note. Pursuant to the terms of Amendment, JMJ agreed to extend the maturity date of the Note to the earlier of March 15, 2017, or the third business day after the closing of the Securities Offering. Pursuant to the Amendment JMJ may not vote or take delivery of common stock that would result in JMJ becoming the beneficial owner of more than 9.99% of the issued and outstanding common stock of the Company after giving effect to any such issuance. In addition to the Amendment, JMJ provided a waiver to all negative covenants contained in all agreements among the Parties in order to permit the Company to effectuate its Jan. 27, 2017, reverse stock split. On Jan. 31, 2017, the Company filed a Certificate of Designations with the Secretary of State of the State of Delaware, establishing the designation, powers, rights, privileges, preferences and restrictions of the Series G Convertible Preferred Stock, $0.00001 par value per share. The Company is authorized to issue up to 43,220 shares of Series G Preferred. Each share of Series G Preferred has a stated value equal to $500 (as may be adjusted for any stock dividends, combinations or splits with respect to such shares). The Series G Preferred has no liquidation preference, no dividend rights, no redemption rights, and voting rights on an as converted basis. The stated value of the Series G Preferred will automatically convert into fully paid and non-assessable shares of Common Stock upon (i) the Company's receipt of US$50,000,000 or more in gross revenue in a single fiscal year, (ii) the sale of the Company via asset purchase, stock sale, merger or other business combination in which the Company and/or its stockholders receive aggregate gross proceeds of US$25,000,000) or more, or (iii) the closing of an underwritten offering by the Company pursuant to which the Company receives aggregate gross proceeds of at least US$10,000,000 in consideration of the purchase of shares of Common Stock and/or which results in the listing of the Common Stock on the Nasdaq National Market, the Nasdaq Capital Market, the New York Stock Exchange, or the NYSE MKT. The number of Series G Conversion Shares issuable upon conversion of the Conversion Amount will equal the Conversion Amount divided by the Conversion Price then in effect. The "Conversion Price" of the Series G Preferred is $22.50. Upon the trigger of an Automatic Conversion, all of the shares of Series G Preferred will convert into Common Stock at the Conversion Price then in effect. On Jan. 31, 2017, the Company issued 32,415 and 10,805 shares of the Series G Preferred, respectively, to (i) Tyumen Holdings, LLC, of which Jeffery Peterson, the Company's executive chairman and chief executive officer is the Manager, and (ii) James Dalton. Also on Jan. 31, 2017, the Company and each of the Series G Holders entered into Lock-Up Agreements relating to the Series G Preferred Shares held by each of the Series G Holders. Pursuant to the Lock-Up Agreement, upon the automatic conversion of the Series G Preferred, the Series G Holders cannot offer, sell, contract to sell, hypothecate or otherwise dispose of shares of the Common Stock obtained by conversion of the Series G Preferred until the earlier of (i) the Company's receipt of $25,000,000 or more in gross revenue in a single fiscal year (but in no event prior to 12 months from the date of the final prospectus with respect to the Qualified Offering (as defined in the Lock-Up Agreements), if any, even if such gross revenue threshold is attained prior to such date), or (ii) 18 months from the date thereof. About ActiveCare South West Valley City, Utah-based ActiveCare, Inc., develops and markets products for monitoring the health of and providing assistance to mobile and homebound seniors and the chronically ill. ActiveCare is organized into three business. The Stains and Reagents segment is engaged in the business of manufacturing and marketing medical diagnostic stains, solutions and related equipment to hospitals and medical testing labs. The CareServices segment is engaged in the business of developing, distributing and marketing mobile health monitoring and concierge services to distributors and customers. The Chronic Illness Monitoring segment is primarily engaged in the monitoring of diabetic patients on a real time basis. ActiveCare reported a net loss of $12.8 million on $6.59 million of chronic illness monitoring revenues for the year ended Sept. 30, 2015, compared with a net loss of $16.4 million on $6.10 million of chronic illness monitoring revenues for the year ended Sept. 30, 2014. As of June 30, 2016, ActiveCare had $1.91 million in total assets, $21.01 million in total liabilities and a total stockholders' deficit of $19.10 million. Tanner LLC, in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2015, citing that the Company has recurring losses, negative cash flows from operating activities, negative working capital, negative total equity, and certain debt that is in default. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. ADVANCED MICRO: Moody's Corrects February 7 Release --------------------------------------------------- Moody's Investors Service corrected a Feb. 7, 2017 press release on Advanced Micro Devices, Inc. In the rating list, the probability of default was changed to Caa1-PD from Caa1. The revised release is as follows: Moody's Investors Service upgraded Advanced Micro Devices, Inc.'s corporate family rating to B3, senior unsecured rating to Caa1, and speculative grade liquidity rating to SGL-1. The outlook is stable. RATINGS RATIONALE The upgrade of the corporate family rating to B3 reflects AMD's improved performance outlook, driven by design wins, modest market share gains, and an expanded set of product offerings. As a result, Moody's expects mid-single digit revenue growth, stable to higher gross margins, operating profitability in the second half of 2017, and positive free cash flow for the year. AMD's new Polaris graphics family for the mid-range high volume segment should help it compete in the growing PC gaming market against Nvidia and the company's upcoming Vega family and Zen processors should strengthen AMD's position in the high end graphics and server markets. Moody's expects declining operating losses over the near term in its PC-related business (microprocessors and graphics chips) and profitability in the second half of 2017 as new products with higher average selling prices begin to ramp. The growing enterprise, embedded, and semi-custom business is supported by very strong positions in game consoles (including xBox and PlayStation), and Moody's projects low double-digit operating margins in 2017. While AMD's balance sheet and product positioning have significantly improved, the ability to consistently execute product and technology transitions, as well as competition from strong competitors such as Intel and Nvidia remain key challenges. AMD's SGL-1 rating reflects the company's improved liquidity profile. AMD reported $1.26 billion of cash and marketable securities as of December 2016 (over 95% held domestically), up from $785 million at December 26, 2015. The increase in cash primarily reflects the proceeds of $342 million from the sale of the equity interests in the ATMP JV, and the formation of the China JV with Tianjin Haiguang Advanced Technology Investment Co., Ltd. (THATIC), in which AMD licensed certain IP to the JV for approximately $293 million in license fees over several years. AMD also maintains a $500 million asset based revolving credit facility (ABL) under which there were no borrowings as of December 2016. With cash balances, access to the ABL, and no debt maturities until May 2019, AMD has very good liquidity. As part of the Wafer Supply Agreement with GLOBALFOUNDRIES announced in August 2016, AMD will make four $25 million payments beginning in the fourth quarter of 2016 through third quarter of 2017. Ratings upgraded: Corporate family rating to B3 from Caa1 Probability of default rating at B3-PD from Caa1-PD $196 million (outstanding) senior unsecured notes due 2019 at Caa1 (LGD4) from Caa2 (LGD4) $350 million (outstanding) senior unsecured notes due 2022 at Caa1 (LGD4) from Caa2 (LGD4) $416 million (outstanding) senior unsecured notes due 2024 at Caa1 (LGD4) from Caa2 (LGD4) Speculative grade liquidity rating to SGL-1 from SGL-2 Outlook changed to stable from positive The stable outlook reflects AMD's prospects for improved operating performance and cash generation as well as the company's improved capital structure and debt maturity profile following the equity offering and debt repayment in September 2016. The rating could be raised if AMD is able to sustain revenue growth with improving operating profitability while sustaining positive free cash flow and maintaining cash and liquid investments in excess of $1 billion. The rating could be lowered if AMD's cash and liquid investments are likely to drop below $600 million (without raising additional debt) or if the company is unlikely to achieve breakeven operating profit and free cash flow over the next year. The principal methodology used in these ratings was Semiconductor Industry Methodology published in December 2015. Advanced Micro Devices, Inc. (AMD) is a fabless semiconductor company that specializes in microprocessors, graphics processing units and semi-custom and embedded processors. Moody's expects AMD will generate about $4.6 billion of revenue over the next year. ADVANCED SOLIDS: Sale of Furniture on Consignment Approved ---------------------------------------------------------- Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas authorized Advanced Solids Control, LLC's sale of personal property pursuant to a Consignment Agreement with H. Lancaster Co. The personal property is 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 sale of the furniture pursuant to the Consignment Agreement with H. Lancaster Co. is free and clear of all liens, claims and encumbrances. The Debtor has no liens against the furniture, and the Debtor is authorized to use the net sales proceeds to assist it with its reorganization efforts and the payment of creditors of the estate. 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. AEMETIS INC: Announces Promissory Note Financing of $2.1 Million ---------------------------------------------------------------- Aemetis, Inc., and certain of its subsidiaries executed and delivered to Third Eye Capital Corporation on Jan. 31, 2017, a promissory note in the principal amount of $2,100,000. The promissory note was issued to the Lender in connection with the Amended and Restated Note Purchase Agreement made as of July 6, 2012, by and among the Debtors, Third Eye Capital Corporation, as agent for certain Noteholders and the Noteholders. The proceeds of the Note will be used by the Debtors for the purposes of: (i) repurchasing 274,557 common shares of Parent from Third Eye Capital Special Opportunities S.A.R.L for total proceeds of $466,746; (ii) satisfying accounts payable and working capital requirements as approved by Lender; and (ii) paying the Lender fees. Interest on the Note will be calculated at the rate of 14% per annum, and paid monthly in arrears; provided, however, that in the event of default under the NPA or non-payment of this Note by the Maturity Date, the interest rate will be increased to 20% per annum. The outstanding principal balance of the indebtedness evidenced hereby, plus any accrued but unpaid interest and any other sums due hereunder, will be due and payable in full at the earlier to occur of (a) receipt of proceeds from any financing, refinancing or other similar transaction, (b) extension of credit by the Lender, or Agent on behalf of certain lenders, to the Debtors or their affiliates, and (c) May 30, 2017. The Note is secured by liens and security interests upon the property and assets of the Company as described in that certain Amended and Restated Note Purchase Agreement, dated as of July 6, 2012. About Aemetis Cupertino, Calif.-based Aemetis, Inc., is an international renewable fuels and specialty chemical company focused on the production of advanced fuels and chemicals and the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products and convert first- generation ethanol and biodiesel plants into advanced biorefineries. Aemetis reported a net loss of $27.1 million on $147 million of revenues for the year ended Dec. 31, 2015, compared to net income of $7.13 million on $207.7 million of revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Aemetis had $79.34 million in total assets, $127.72 million in total liabilities and a total stockholders' deficit of $48.38 million. ALLARCO ENTERTAINMENT: Claims Bar Date Set for March 17 ------------------------------------------------------- The Hon. Justice S. D. Hillier of the Court of Queen's Bench of Alberta, Judicial Centre of Edmonton, ordered that persons who believe have a claim -- other than an excluded claim or a 2017 disclaimer claim -- against Allarco Entertainment 2008 Inc. and Allarco Entertainment Limited Partnership, must submit a proof of claim on March 17, 2017, at 5:00 p.m. (Edmonton Time) by registered mail, personal delivery e-mail, courier or facsimile transmission, and all such proof of claim form at: Pricewaterhousecoopers Inc., Monitor Allarco Entertainment 2008 Inc. and Allarco Entertainment Limited Partnership Suite 1501, 10088 - 102 Avenue Edmonton, Alberta T5J 3N5 Attention: Joanne Rousseau Tel: (780) 441-6781 Fax: (780) 441-6776 Email: joanne.rousseau@ca.pwc.com Copy of the claims procedure order can be obtained on the monitor's website at http://www.pwc.com/ca/allarco Allarco Entertainment 2008 Inc. -- http://www.allarco.ca-- is the general partner of Allarco Entertainment LP. The company is an Edmonton-based media company that owns and operates Super Channel, a national Canadian English pay television network, consisting of four HD channels, four SD channels, and Super Channel On Demand. ARC PRODUCTIONS: First Meeting of Creditors Set for February 15 --------------------------------------------------------------- Arch Productions Ltd., located at 364 Richmond Street West, Suite 100, Toronto, Ontario, filed for bankruptcy on Jan. 31, 2017, and the first meeting of creditors will be held on Feb. 15, 2017, at 10:00 a.m., at the offices of: Deloitte Restructuring Inc. 22 Adelaide Street West, Suite 200 Toronto, Ontario M5H 0A9 Attention: Mr. Paul Casey, CPA, CA, CIRP, LIT Tel: (416) 775-7172 Fax: (416) 601-6690 ARIZONA ENTRYWAYS: Combined Plan, Disclosures Hearing on April 6 ---------------------------------------------------------------- Judge Scott H. Gan of the U.S. Bankruptcy Court for the District of Arizona conditionally approved Arizona Entryways, LLC's second amended disclosure statement referring to its second amended plan of reorganization, dated Feb. 1, 2017. A hearing to consider the final approval of the disclosure statement and to consider confirmation of the Plan shall be held at the U.S. Bankruptcy Court, 230 N. First Avenue, 3rd Floor, Courtroom 301, Phoenix, AZ, on April 6, 2017 at 2:00 p.m. The last day for filing and serving written objections to the disclosure statement is fixed at 5 business days prior to the hearing (March 30, 2017). The last day for filing and serving written objections to confirmation of the Plan is fixed at 5 business days prior to the hearing (March 30, 2017). The last day to vote to accept or reject the Plan is March 30, 2017. The TCR previously reported that under the second amended plan, holders of Class IV Allowed General Unsecured Claims will be paid $10,000 over five years. The Debtor anticipates that it will have sufficient funds from its income and the New Value capital infusion of $5,000 to make the payments due under the Plan. The Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/azb15-16071-105.pdf Arizona Entryways Glendale, Arizona-based Arizona Entryways, LLC, is in the business of designing and installing custom exterior door entryways. The Debtor's member/manager is Jerzy Bielawski, a skilled and accomplished woodworker with over eleven years of carpentry experience. Mr. Bielawski has specialized in creating one-of-a-kind custom entryways, and founded the Debtor in 2006 to establish a brand for his craftsmanship. Relying upon Mr. Bielawski's expertise, the Debtor offers designs that include all types of wood species and customization through the use of wrought iron and beveled glass. Through artful painting, staining, finish-framing, and trimming techniques, the Debtor seamlessly integrates the new entryway into the existing house structure; thus retrofitting what appears to be an original custom masterpiece. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 15-16071) on Dec. 23, 2015, estimating its assets at between $100,001 and $500,000 and its liabilities at between $500,001 and $1 million. Michael A. Jones, Esq., at Allen Maguire & Barnes, PLC, serves as the Debtor's bankruptcy counsel. AUTHENTIDATE HOLDING: Obtains $250,000 Term Loan from CEO --------------------------------------------------------- Authentidate Holding Corp. accepted a short term loan in the aggregate principal amount of $250,000 from Hanif A. Roshan, the Company's chief executive officer and chairman of the Board effective as of Jan. 31, 2017. As disclosed in a Form 8-K report filed with the Securities and Exchange Commission on Feb. 6, 2017, the Company issued Mr. Roshan a promissory note in the aggregate principal amount of $250,000 to evidence the loan. The Note is an unsecured obligation of the Company and is not convertible into equity securities of the Company. The Note is due and payable on the 30-day anniversary of the issue date and interest will accrue on the Note at the rate of 12.0% per annum. In addition, the Note also provides Holder with the right to exchange the principal amount of the Note (and unpaid interest thereon) into securities of the Company that it may issue in the next financing, as defined in the Note. The Note contains terms and events of default customary for similar transactions. The Company is using the net proceeds from the transaction for general business and working capital purposes. About Authentidate Authentidate Holding Corp. and its subsidiaries provide secure web-based revenue cycle management applications and telehealth products and services that enable healthcare organizations to increase revenues, improve productivity, reduce costs, coordinate care for patients and enhance related administrative and clinical workflows and compliance with regulatory requirements. The Company's web-based services are delivered as Software as a Service (SaaS) to its customers interfacing seamlessly with billing, information and document management systems. These solutions incorporate multiple features and security technologies such as business-rules based electronic forms, intelligent routing, transaction management, electronic signatures, identity credentialing, content authentication, automated audit trails and remote patient management capabilities. Both web and fax-based communications are integrated into automated, secure and trusted workflow solutions. Authentidate reported a net loss of $9.7 million on $3.68 million of total revenues for the year ended June 30, 2015, compared to a net loss of $7.14 million on $5.55 million of total revenues for the year ended June 30, 2014. As of March 31, 2016, Authentidate had $55.2 million in total assets, $11.5 million in total liabilities and $43.7 million in total shareholders' equity. EisnerAmper LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2015, citing that the Company's recurring losses from operations and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. BAMBOO PALACE: Seeks to Hire Goldman & Beslow as Legal Counsel -------------------------------------------------------------- Bamboo Palace, Inc. seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire legal counsel. The Debtor proposes to hire Goldman & Beslow, LLC to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. Goldman & Beslow's partners and associates will be paid $400 per hour and $375 per hour, respectively. David Beslow, Esq., at Goldman & Beslow, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: David G. Beslow, Esq. Goldman & Beslow, LLC 7 Glenwood Avenue, Suite 311B East Orange, NJ 07017 Phone: (973) 677-9000 About Bamboo Palace Bamboo Palace, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-12313) on February 6, 2017. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. BBB INDUSTRIES: S&P Affirms 'B' CCR Following $100MM Loan Add-On ---------------------------------------------------------------- S&P Global Ratings revised its recovery rating on BBB Industries US Holdings Inc.'s $295 million first-lien term loan due 2021 to '4' from '3' following the company's recent $100 million incremental add-on (increasing the loan amount to $395 million). The '4' recovery rating indicates S&P's expectation for average (30%-50%; lower half of the range) recovery in the event of a default. At the same time, S&P revised its recovery ratings on the company's $70 million revolver due 2019 and $50 million incremental first-lien term loan due 2021 to '4' from '3'. The '4' recovery rating indicates S&P's expectation for average (30%-50%; lower half of the range) recovery in the event of a default. All of S&P's other ratings on BBB Industries remain unchanged. The company will use the proceeds from the incremental add-on to pay off its $100 million second-lien term loan. S&P will likely withdraw its ratings on the second-lien term loan after it is paid off. S&P lowered its recovery rating on the company's first-lien term loan to reflect the lower recovery prospects due to the increase in its amount of first priority debt. RECOVERY ANALYSIS -- Default assumptions include LIBOR rising to 250 basis points (bps) Simplified recovery waterfall -- Emergence EBITDA: $50 million -- Multiple: 5x -- Gross recovery value: $253 million -- Net recovery value for waterfall after admin. expenses (5%): $240 million -- Obligor/nonobligor valuation split: 100%/0% -- Estimated priority claims: $41 million -- Remaining recovery value: $199 million -- Estimated first-lien claim: $500 million -- Recovery range: 30%-50% (lower end of the range) RATINGS LIST BBB Industries US Holdings Inc. Corporate Credit Rating B/Stable/-- Recovery Rating Revised; Issue Rating Unchanged To From BBB Industries US Holdings Inc. First-lien Term Loan Due 2021 B B Recovery Rating 4L 3L $70 Million Revolver Due 2019 B B Recovery Rating 4L 3L $50M 1st-Ln Incremental Loan Due 2021 B B Recovery Rating 4L 3L BCBG MAX AZRIA: Said to Be Mulling Bankruptcy, Closing 120 Stores ----------------------------------------------------------------- High-end women's apparel retailer BCBG Max Azria Group LLC is reportedly preparing for a possible bankruptcy filing and will close 120 boutiques in the U.S. The Minneapolis Star Tribune reports that BCBG will close 120 stores that are either unprofitable or have untenable lease agreements in coming weeks with some locations already hosting close-out sales. "These stores either are unprofitable or have untenable lease agreements," Seth Lubove, a spokesman for BCBG, said in a statement released to the Star Tribune. The closing stores include the company's BCBGMaxazria and BCBGGeneration locations, but not the retailer's store-within-a-store concept housed in various Macy's department stores, according to the Star Tribune. Women's Wear Daily reported that, according to its sources, BCBG has been evaluating its options as it tries to restructure its debt, including the hiring of bankruptcy counsel. A Bloomberg News report in January said that BCBG has hired AlixPartners LP to help the Company restructure its debt load. Privately-held BCBG operates more than 570 boutiques worldwide, including more than 175 in the U.S. California-based BCBG was founded by Tunisian fashion designer Max Azria in 1989 and opened the company's first boutique in Los Angeles in 1992. BCBG, whose name is short for the French expression “bon chic, bon genre,” acquired design house Herve Leger in 1998. WMD recounts that after hitting a critical financial juncture in February 2013, BCBG completed a capital restructuring in February 2015 with a $135 million cash infusion from a group of investors that included Guggenheim Partners and its affiliates. Other retailers like Wet Seal and The Limited are closing or have already closed their stores nationwide following bankruptcies. BEN HOGAN GOLF: Wants to Obtain $1.4 Mil-DIP Financing, Use Cash ---------------------------------------------------------------- Ben Hogan Golf Equipment Company, LLC and Eidolon Brands, LLC seek authorization from the U.S. Bankruptcy Court for the Northern District of Texas to use the Cash Collateral of ExWorks Capital Fund I, L.P. The Debtors also seek authorization to enter into a debtor-in-possession financing arrangement with ExWorks Capital. The salient provisions of the DIP Facility are as follows: A. Loan Commitment: A loan facility in the amount of not more than $1,374,000. B. Permitted Use: The Debtors are authorized to incur the Obligations under the DIP Facility solely: (1) in accordance with the terms and provisions of the DIP Facility and the Court's Order; (2) to pay the expenses enumerated in the Budget, to the extent required, including the Carve-Out, as and when such expenses become due and payable; and (3) to pay the interest and fees as contemplated by the DIP Facility. C. Interest Rate: Per annum rate equal to 4.75% and 6.75% upon the occurrence of an Event of Default. D. The Post-Petition Obligations will be granted super-priority administrative expense status, with priority over all costs and expenses of administration of the Chapter 11 Cases, subject to the Carve-Out. To secure advances under the Post-Petition Loan, ExWorks Capital will be granted a perfected lien on, and security interest in, all property of the Debtors' estates. E. Events of Default, among others, are: (a) The Debtors materially breach any of the terms and conditions or covenants of the DIP Order; (b) If the Debtors' Chapter 11 Case is converted to a case under Chapter 7 of the Bankruptcy Code; (c) If a Chapter 11 trustee is appointed; (d) If any modification is made to the DIP Order which materially affects ExWorks Capital's rights or remedies without the ExWorks Capital's consent; (e) If Debtors obtain confirmation of a plan of reorganization or liquidation on terms which alter the terms of the DIP Order in any manner not acceptable to ExWorks Capital or do not provide for payment in full of all PostPetition Obligations on the effective date of the plan; or (f) Excluding the Existing Liens, if any third party is granted a lien or security interest in any of the Collateral without the Lender’s prior written consent. F. Carve-Out. There will be a carve-out for U.S. Trustee fees and professionals fees and expenses in the amounts provided for in the Budget in an amount not to exceed $25,000 in the aggregate, however, $15,000 of the carve out may be used to investigate ExWorks Capital's claimed security interest and perfection. The Debtors' 2-week proposed Budget provides for total expenses of approximately $187,777 for the week ending February 3, 2017 and week ending February 10, 2017. The Debtors relate that they require access to cash to avoid the immediate and irreparable harm that will come to their estates if they are unable to fund their operations and maintain the business relationships in place with their customers, which requires the capital to assemble and market their current inventory of golf clubs. The Debtors further relate that they also require use of cash in order to pay employees, lease equipment, pay marketing expenses, and all other expenses associated with operating their business in bankruptcy. ExWorks Capital asserts that, it has a first-priority lien on all the Debtors' assets including the Debtors' cash in relation to Hogan Golf's pre-petition indebtedness in the amount of $3,500,000 revolving line of credit facility and $500,000 term loan. While the Debtors request the use of cash to fund its operations and protect its assets, the Debtors tell the Court that the mere use of Cash Collateral is not sufficient to fund the Debtors operations through the reorganization process. The Debtors further tell the Court that they require the infusion of additional cash, and that ExWorks Capital is the only party that has offered to provide debtor-in-possession financing after an exhaustive search by the Debtors. A full-text copy of the Debtor's Motion, dated January 31, 2017, is available at https://is.gd/swn4iy A full-text copy of the Debtor's Budget, dated January 31, 2017, is available at https://is.gd/dHobIL About Ben Hogan Golf Equipment Company, LLC Eidolon Brands, LLC was formed in 2011, and originally concentrated on sale and development of the SCOR4161 brand of golf wedges. After the agreement with Perry Ellis International was reached, Eidolon switched its concentration to the Ben Hogan brand of wedges. Eidolon is the sole manager of Ben Hogan Golf Equipment Co., LLC. Scott White serves as the CEO of both Debtors. Ben Hogan Golf Equipment Company, LLC and Eidolon Brands, LLC their respective Chapter 11 petition (Bankr. N.D. Tex. Case No. 17-40301 and Bankr. N.D. Tex. Case No. 17-40300), on January 28, 2017. The petitions were signed by Scott White, Chief Executive Officer. The Debtors' have requested that their chapter 11 cases be jointly administered pursuant to Bankruptcy Rule 1015(b) and Local Rule 1015-1. The cases are assigned to Judge Mark X. Mullin. The Debtors are represented by Joshua N. Eppich, Esq. and John Y. Bonds, Esq., at Bonds Ellis Eppich Schafer Jones LLP. At the time of filing, the Debtor estimated assets and liabilities at $1 million to $10 million each. BERRY PLASTICS: Term Loan Reprice No Impact on Moody's Ba3 Rating ----------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to the $1,351 million First Lien Senior Secured Term Loan, a Ba3 rating to the $814 million First Lien Senior Secured Term Loan and a Ba3 rating to the $1,895 million First Lien Senior Secured Term Loan of Berry Plastics Corporation, a subsidiary of Berry Plastics Group, Inc. The assignment follows the announcement made by Berry that it was seeking to reprice the two existing term loans. The repricing has no immediate impact on the company's B1 corporate family rating, B1-PD Probability of Default rating and other instrument ratings as well as the stable outlook. Berry anticipates the transaction will be completed in February 2017. Moody's took the following actions: Berry Plastics Group, Inc. - Unchanged Corporate Family Rating, B1 - Unchanged Probability of Default Rating, B1-PD - Unchanged Speculative Grade Liquidity, SGL-2 Berry Plastics Corporation - Assigned $1,351 million First Lien Senior Secured Term Loan due 2020, Ba3/LGD 3 - Assigned $814 million First Lien Senior Secured Term Loan due 2021, Ba3/LGD 3 - Assigned $1,895 First Lien Senior Secured Term Loan due 2024, Ba3/LGD 3 - Unchanged Second Priority Senior Secured Notes, B3/LGD 5 The ratings outlook is stable. The ratings are subject the transaction closing as proposed and the receipt and review of the final documentation. RATINGS RATIONALE Berry's B1 Corporate Family Rating reflects the company's exposure to more cyclical end markets, certain weaknesses in contract structures with customers and a high percentage of commodity products. The rating also reflects the stretched credit metrics pro forma for the AEP acquisition and the fragmented and competitive industry structure. Strengths in Berry's competitive profile include its scale, concentration of sales in relatively more stable end markets and good liquidity. The company's strengths also include a strong competitive position in rigid plastic containers and continued focus on producing higher margin products and pruning lower margin business. The ratings outlook is stable. The stable outlook is predicated on an expectation of an improvement in operating results from various cost saving initiatives and acquisitions as well as the company's pledge to direct all free cash flow to debt reduction. The ratings could be upgraded if the company sustainably improves credit metrics within the context of a stable operating and competitive environment while maintaining good liquidity. An upgrade would also be dependent upon less aggressive financial and acquisition policies as well as success in integrating the recent acquisition. Specifically, the ratings could be upgraded if funds from operations to debt increases above 13%, debt to EBITDA declines below 4.7 times, and/or EBITDA to interest expense rises above 4.25 times. The rating could be downgraded if there is deterioration in the credit metrics, liquidity or the operating and competitive environment. Additional debt financed acquisitions, excessive acquisitions (regardless of financing) and/or a move to a more aggressive financial profile could also prompt a downgrade. Specifically, the ratings could be downgraded if funds from operations to debt decreases below 10%, debt to EBITDA increases above 5.5 times, and/or EBITDA to interest expense decreases below 3.5 times. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in September 2015. Based in Evansville, Indiana, Berry Plastics Group is a manufacturer of plastic packaging products, serving customers in the food and beverage, healthcare, household chemicals, personal care, home improvement, and other industries. The company reports in three segments including Consumer Packaging, Health, Hygiene & Specialties, and Engineered Materials (pro forma approximately 37%, 30% and 34% of sales respectively). Berry has manufacturing and distribution centers in the United States, Canada, Mexico, Belgium, Australia, Germany, Brazil, Malaysia, and India. The North American operation generates approximately 84% of the company's pro forma net sales. Polypropylene and polyethylene account for the majority of plastic resin purchases. Net sales for the twelve months ended October 1, 2016 totaled approximately $6.5 billion. BGM PASADENA: Ch.11 Trustee Hires SLBiggs as Accountants -------------------------------------------------------- Peter J. Mastan, the Chapter 11 Trustee for BGM Pasadena, LLC, asks the U.S. Bankruptcy Court for the Central District of California for authority to employ SLBiggs, A division of SingerLewak, as his accountants. The Chapter 11 Trustee needs SLBiggs to: a. provide financial advice and consulting services to the trustee relevant to the administration of and disposition of estate assets; b. prepare Monthly Operating Reports and file information as may be required by creditors, the Court, the United States Trustee, and other parties in interest; c. provide financial planning and analysis relevant to creditor claims negotiations; d. prepare Federal and State tax returns and all required accompanying accounting, statements and schedules, and coordinate the filing of returns with Special Procedures/Bankruptcy units of the State and Federal taxing authorities; e. assist the Trustee in tax planning with regard to the disposition of assets, including review, analysis and calculation of estimated basis and gain (loss) on proposed sale(s) of assets; f. review prior years' tax and prior activity to determine of there are offsets available to apply against the taxable gains; determine if prior years' tax payments are recoverable through net operating loss carry backs, and amend prior year tax returns in connection therewith; g. review the Debtor's books and records, and prepare accounting and financial reports as may be necessary to perform the services identified herein; and h. provide other accounting, tax and consulting work as may be required necessary to assist in the Debtor's business operation and reorganization. SLBiggs accountants who will work on the Debtor's case and their hourly rates are: Samuel R. Briggs, partner $435-$475 Brian Landau, director $350-$400 Eric Corriveau, senior manager $285-$325 SLBiggs professionals' hourly rates: Managers and Supervising Accountants $195-$250 Senior and Junior Accountants $155-$195 Paraprofessionals $100-$125 Samuel R. Briggs, CPA, partner SLBiggs, A division of Singerlewak, 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. SLBiggs can be reached at: Samuel R. Briggs, CPA SLBiggs, A division of SingerLewak 10960 Wilshire Boulevard, 7th Floor Los Angeles, CA 90024 Phone: (310)477-3924 About BGM Pasadena BGM Pasadena, LLC, a single asset real estate, filed Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 15-27833) on Nov. 20, 2015. Greg Galletly, the manager, signed the petition. Judge Richard M. Neiter has been assigned the case. The Debtor estimated assets in the range of $10 million to $50 million and liabilities of at least $1 million. James A. Tiemstra, Esq., and Lisa Lenherr, Esq., at Tiemstra Law Group PC, in Oakland, California, serve as counsel to the Debtor. BONANZA CREEK: Agrees to Allow Silo's $75M Unsec. Claim vs BCEOC ---------------------------------------------------------------- Bonanza Creek Energy, Inc. entered into a stipulation with an ad hoc committee of certain holders of the Company's 6.75% Senior Notes due 2023 and 5.75% Senior Notes due 2021 and Silo Energy, LLC to, among other things, settle certain claims of Silo in connection with the previously announced cases commenced by the Company under Chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware. Part of the Stipulation states that Silo will have and be entitled to, without the need for executing or delivering additional documents, filing of a proof of claim, or entry of additional orders of the Bankruptcy Court other than the order approving this Stipulation, a general unsecured claim against Bonanza Creek Energy Operating Company, LLC, which claim will be allowed in the amount of $75,000,000. Silo will receive a distribution of New Common Stock (as defined in the Prepackaged Plan) on account of such claim, unless the Debtors elect to provide such distribution in the form of cash by delivering a written notice of such election to Silo (with a copy to counsel to Silo) on or before five days before the Effective Date (as defined in the Prepackaged Plan) in the amount of $2,700,000, which the Parties agree is the value of the distribution to be provided to Silo in satisfaction of the Silo Claim under Class 2D under the Prepackaged Plan. A copy of the Stipulation dated Feb. 1, 2017, is available for free at https://is.gd/UQsFFm In August 2016, the Company executed various confidentiality agreements with certain holders of the Company's 6.75% Senior Notes due 2023 and 5.75% Senior Notes due 2021 to engage in discussions regarding a possible restructuring transaction. As of Feb. 3, 2017, the Noteholder Confidentiality Agreements remain in effect to permit the Company to disclose confidential information to the holders of Notes party thereto from time to time. On Jan. 25, 2017, Bonanza Creek Energy, Inc. executed various confidentiality agreements with certain holders of the Company's common stock that are members of an ad hoc committee of equity security holders represented by Brown Rudnick LLP. Pursuant to the Equity Confidentiality Agreements, the Company agreed to publicly disclose certain information, including certain information prepared by, or by certain representatives of, the Ad Hoc Equity Committee, upon the occurrence of certain events set forth in the Equity Confidentiality Agreements, including upon the delivery of notice by certain holders of Notes represented by Kirkland & Ellis LLP. In accordance with the Equity Confidentiality Agreements, the Noteholder Notice was delivered to the Company by Kirkland & Ellis LLP on Feb. 2, 2017, prompting the disclosure set forth herein. The Company discloses (a) the Company and counsel to the Ad Hoc Noteholder Group each engaged in discussions with the Ad Hoc Equity Committee relating to a restructuring proposal from the Ad Hoc Equity Committee, (b) a summary of the Ad Hoc Equity Committee Proposal that was transmitted to the Company, and to certain members of the Ad Hoc Noteholder Group in connection with a discussion with representatives of the Ad Hoc Equity Committee, (c) the letter dated Jan. 30, 2017, from counsel to the Ad Hoc Equity Committee to counsel to the Debtors, and (d) the Ad Hoc Equity Committee Proposal did not result in an acceptable transaction and no counteroffer was made. A full-text copy of the Summary of the Ad Hoc Equity Committee Proposal is available for free at https://is.gd/kxcq4s 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. 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. Bonanza Creek Energy on Dec. 23, 2016, filed a Joint Prepackaged Plan of Reorganization and Disclosure Statement after reaching a deal with (i) certain holders that own or manage with the authority to act on behalf of the beneficial owners of 51.1% in aggregate principal amount of Bonanza Creek's approximately $800 million in aggregate principal amount of outstanding 5.75% Senior Notes and 6.75% Senior Notes; and (ii) NGL Energy Partners LP and NGL Crude Logistics, LLC, the counterparties to one of the Debtors' crude oil purchase and sale agreements. Davis, Polk & Wardwell LLP is acting as legal counsel to the Debtors, 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. BROOKLYN RELIABLE: Hires Vogel Bach & Horn as Counsel ----------------------------------------------------- Brooklyn Reliable Realty, Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of New York to employ Vogel Bach & Horn, LLP as counsel to the Debtor and Debtor-in-Possession. The Debtor requires the Firm to: a. provide the Debtor with advice and preparing all necessary documents regarding debt restructuring, bankruptcy and asset dispositions; b. take all necessary actions to protect and preserve the Debtor's estate during the pendency of this Chapter 11 Case; c. prepare on behalf of the Debtor, as debtor-in-possession, all necessary motions, applications, answers, orders, reports and papers in connection with the administration of this Chapter 11 Case; d. counsel the Debtor with regard to its rights and obligations as debtor- in-possession; e. appear in Court to protect the interests of the Debtor; and f. perform all other legal services for the Debtor which may be necessary and proper in these proceedings and in furtherance of the Debtor's operations. The Firm will be compensated for the services described herein at a rate of $225 per hour. Prior to the filing of this case, the Firm received a retainer of $2,500. Eric H. Horn, Esq., partner of Vogel Bach & Horn, 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. The Firm may be reached at: Eric H. Horn, Esq. Shirin Movahed, Esq. Vogel Bach & Horn, LLP 1441 Broadway, 5th Floor New York, NY 10018 Tel: (212) 242-8350 Fax: (646) 607-2075 About Brooklyn Reliable Realty, Inc. Brooklyn Reliable Realty, Inc. filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 16-45161) on November 6, 2016. Eric H. Horn, Esq., at Vogel Bach & Horn, LLP serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. BWAY HOLDING: Moody's Puts B3 CFR on Review for Downgrade --------------------------------------------------------- Moody's Investors Service placed BWAY Holding Company, Inc's B3 corporate family rating, B3-PD probability of default rating, and all other instrument ratings under review for downgrade. The review follows Stone Canyon Industries, LLC announcement that had entered into a definitive agreement to acquire Mauser Group N.V (the parent company of Mauser Holding S.A R.L. ("Mauser" - B3, stable) in an all cash transaction through SCI's subsidiary BWAY Holdings. Aggregate consideration for the acquisition will be $2.3 billion, subject to adjustments outlined in the purchase agreement. The transaction is subject to the satisfaction of certain customary conditions and receipt of applicable regulatory approvals and is expected to close in the second quarter of 2017. Moody's placed the following ratings under review for downgrade: Issuer: BWAY Holding Company, Inc. -- Corporate Family Rating, Placed on Review for Downgrade, currently B3 -- Probability of Default Rating, Placed on Review for Downgrade, currently B3-PD -- Senior Secured Bank Credit Facilities, Placed on Review for Downgrade, currently B2 (LGD3) -- Senior Unsecured Notes, Placed on Review for Downgrade, currently Caa2 (LGD5) Outlook Actions: -- Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE The review for downgrade reflects the fact that leverage for both companies is well above the stated rating triggers and an all debt financed deal would increase that significantly (the company has not yet disclosed financing). Additionally, the acquisition almost doubles BWAY's revenues and significantly increases the company's exposure to the more volatile plastic segment and cyclical end markets as well as to a disparate product line. Mauser also has a significant international presence while BWAY has little experience managing international operations given the majority of its sales have been in the US. The review will focus on the financing, integration plan, synergies, and plan to deleverage. BWAY's B3 corporate family rating reflects the weak credit metrics, high concentration of sales and cyclical nature of the primary end market. The rating also reflects the company's financial aggressiveness and the sponsor's lack of equity left in the company after the second debt financed dividend. The company generates approximately 52% of its revenue from the US housing and construction-related end markets (including paint and other building products) and 16% from one customer. Additionally, the top ten customers account for approximately 37% of revenue (52% in the metal segment). The company has long-term contracts with customers that contain cost pass-through provisions for core raw materials, but other costs are excluded and the contracts allow for competitive bids. The ratings are supported by the company's strong competitive position in the US housing and construction-related end markets including a dominant share in the metal segment and the limited number of suppliers with scale and breadth of product line. BWAY also benefits from strong liquidity, long-standing customer relationships and some exposure to the relatively more stable consumer products related end markets. The company has limited competition from imports due to the freight costs for most of its products (bulky and light empty pails) and the comparatively low percentage of labor costs. The ratings are also supported by anticipated benefits from completed and in-process cost saving initiatives and the reduction of onetime charges in 2016. Management has pledged to direct all free cash flow to debt reduction. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass, and Plastic Containers published in September 2015. BWAY Holding Company, Inc. manufactures general line metal and plastic containers for industrial and consumer products. Metal containers account for approximately 48% of BWAY's revenue and plastic containers account for approximately 52%. With 24 manufacturing facilities across the United States and in Canada and Puerto Rico, BWAY is a national supplier of steel paint cans, plastic pails, paint bottles and ammunition boxes. The company generates 91% of sales in the U.S. and 8% in Canada. Revenue for the twelve months ended September 30, 2016 was approximately $1.4 billion. BWAY is a portfolio company of Stone Canyon Industries. CADIZ INC: Derivative Suit Settlement Gets Preliminary Approval --------------------------------------------------------------- The Superior Court of the State of California, County of Los Angeles, entered an order on Jan. 25, 2017: (i) preliminarily approving a proposed settlement of the shareholder derivative lawsuit, entitled Herman Boschken v. Keith Brackpool et. al., Case No. BC 609038, pending in the Superior Court of California and (ii) approving for dissemination the Notice of Derivative Settlement to current Cadiz Inc. shareholders. The proposed settlement is subject to final approval by the Superior Court of California. The Notice is available for free at: https://is.gd/X2ktJa Subject to final approval of the settlement by the Superior Court of California, and in exchange for a release of all claims by the plaintiffs and a dismissal of the Derivative Action with prejudice, the Company has agreed (i) to implement certain corporate governance reforms, (ii) to instruct the Company's insurer to pay the plaintiffs' attorneys fees and expenses in an amount not to exceed $230,000 and (iii) that $5,000 of the Fee and Expense Amount be paid to the plaintiff. About Cadiz Cadiz Inc. is a land and water resource development company with 45,000 acres of land in three areas of eastern San Bernardino County, California. Virtually all of this land is underlain by high-quality, naturally recharging groundwater resources, and is situated in proximity to the Colorado River and the Colorado River Aqueduct, a major source of imported water for Southern California. The Company's properties are suitable for various uses, including large-scale agricultural development, groundwater storage and water supply projects. The Company's main objective is to realize the highest and best use of its land and water resources in an environmentally responsible way. Cadiz Inc. reported a net loss and comprehensive loss of $24.01 million in 2015, a net loss and comprehensive loss of $18.88 million in 2014 and a net loss and comprehensive loss of $22.67 million in 2013. As of Sept. 30, 2016, Cadiz Inc. had $59.01 million in total assets, $129.24 million in total liabilities and a total stockholders' deficit of $70.22 million. CALVERY SERVICES: Taps J&R United Hands as Accountant ----------------------------------------------------- Calvery Services Corp. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire an accountant. The Debtor proposes to hire J&R United Hands Services, Corporation to prepare its tax returns, and provide other accounting services related to its Chapter 11 case. The firm charges a flat fee of $1,250 for preparation of income tax returns. J&R United Hands does not represent any interest adverse to the Debtor or its bankruptcy estate, according to court filings. The firm can be reached through: Jose Octavio Osorio J&R United Hands Services Corporation 5521 Ambassador Drive Tampa, FL 33615 Email: jrunitedhands@hotmail.com About Calvery Services Calvery Services Corp. filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 16-07075) on Aug. 17, 2016. The petition was signed by William Quinones, president. The Debtor is represented by James W. Elliott, Esq., at McIntyre Thanasides Bringgold Elliott Grimaldi & Guito, P.A. The Debtor estimated assets at $100,001 to $500,000 and liabilities at $500,001 to $1 million at the time of the filing. No official committee of unsecured creditors has been appointed in the case. On December 8, 2016, the court conditionally approved the Debtor's disclosure statement, which explains its proposed Chapter 11 plan. CENTRAL IOWA: Selling Assets, Auction on March 15 ------------------------------------------------- Central Iowa Healthcare asks the U.S. Bankruptcy Court for the Southern District of Iowa to authorize the sale of substantially all assets at auction, without a "stalking horse" bidder. CIH operates a community hospital in Marshalltown, Iowa, which is located between Des Moines and Cedar Rapids. Declining revenues over the past several years have placed a considerable financial strain on CIH and led to uncertainty about the hospital's ability to continue as a going concern. CIH initially hired Juniper Advisory, LLC in February of 2016 to solicit interest from other parties who may wish to enter into a business combination transaction or other commercial arrangement with the System. Juniper acted as CIH’s exclusive advisor to assist in evaluating proposals and determining whether or not to pursue a transaction. Juniper ultimately contacted 23 healthcare organizations inquiring about potential interest in a possible transaction. Although that effort spawned one letter of intent from a potential partner, that potential partner subsequently withdrew interest in August of 2016. On Sept. 21, 2016, CIH retained Alvarez & Marsal Healthcare Industry Group, LLC to act as financial advisor and assist CIH in certain financial, operational and reorganization efforts. Ultimately, CIH engaged in discussions with UnityPoint which culminated in an agreement to purchase CIH's assets and a motion filed by the Debtor to approve UnityPoint as a stalking horse bidder in furtherance of an auction process. UnityPoint has since withdrawn its asset purchase agreement. The Debtor remains in discussions with UnityPoint as well as with other interested parties, and wishes to proceed to a structured marketing and auction process which the Debtor believes will result in a sale of the Assets to another healthcare operator. The Debtor believes that a sale of Assets following a structured marketing process and an auction held pursuant to bids submitted in accordance with the Bid Procedures is in the best interest of Debtor's estate and its creditors. To ensure that CIH has maximized the value of the assets, the sale of the assets will occur following a marketing process run by Juniper and the acceptance of bids from interested parties pursuant to the Bid Procedures. As noted in the Bid Procedures, the Debtor will accept bids until March 13, 2017, at 5:00 p.m. (CT), will inform all submitting parties of the acceptance of "Qualified Bids" on March 14, 2017, no later than 2:00 p.m. (CT), and will hold an auction at the offices of the Debtor's counsel in Des Moines, Iowa, on March 15, 2017, commencing at 10:00 a.m. (CT). A copy of the Bid Procedures attached to the Motion is available for free at: http://bankrupt.com/misc/Central_Iowa_240_Sales.pdf The proposed marketing process culminating in a sale of assets is supported by ample business justification and is reasonable and appropriate under the circumstances of the case. The proposed marketing timeline will afford sufficient time for interested parties to prepare bids in accordance with the Bid Procedures, and the Bid Procedures are designed to foster an open, competitive and fair sale process, while maximizing the value the estate hopes to obtain for the assets. Furthermore, the Bid Procedures provide that CIH may consider issues such as continuation of mission and the continuation of healthcare services in Marshalltown as a factor in weighing bids. CIH submits that the factors described, which support an expeditious sale of the assets, are consistent with the traditional rationale for authorizing a sale outside of a Chapter 11 plan. Based upon the authorities and facts detailed, the Debtor asks that the Court establish March 16, 2017, commencing at 1:30 p.m. (CT), as the date and time of the Sale Hearing, following the close of the Debtor's auction to be held on March 15, 2017. The Debtor submits that it will be in position to present to the Court at the Sale Hearing a proposed transaction of the Debtor's Assets that is in the best interests of the Debtor, its estate and creditors, its employees, its patients, and the City of Marshalltown, and that the decision to sell the Assets, following a marketing process and in accordance with the Bid Procedures was within the Debtor's sound business judgment, after careful deliberation of its consequences and possible alternatives. The Debtor, CIH respectfully asks that the Court hear the Motion and enter an Order: (a) finding that due and adequate notice and an opportunity to be heard in accordance with all applicable law were given to all creditors and interested parties in the Chapter 11 Case, and any and all other affected or interested parties; (b) fixing March 16, 2017, commencing at 1:30 p.m. (CT), as the date and time for the hearing to approve the sale of assets pursuant to Section 363 of the Bankruptcy Code, free and clear of all liens, encumbrances, claims and interests; (c) finding that the sale be effective immediately and that the stay provisions of Bankruptcy Rules 6004(h) and 6006(d) do not apply; and (d) providing such other relief as is just and proper under the circumstances. About Central Iowa Healthcare Central Iowa Healthcare, formerly doing business as Marshalltown Medical Surgical Center, is a not-for-profit corporation formed under the laws of the State of Iowa, and is tax exempt pursuant to Section 501(c)(3) of the Internal Revenue Code. It is governed by a 14-member Board of Trustees of which two members serve on an ex-officio basis. CIH operates a community hospital in Marshalltown, Iowa, which is located between Des Moines and Cedar Rapids. Its 49-bed, acute care facility is the only full-service medical center in the area. CIH is the sixth largest employer in Marshalltown. According to U.S. Census 2015 data, Marshalltown's population is estimated at 27,620 and a median income of $50,396. Declining revenues over the past several years have placed a considerable financial strain on CIH and led to uncertainty about the hospital's ability to continue as a going concern. CIH sought Chapter 11 protection (Bankr. S.D. Iowa Case No. 16-02438) on Dec. 20, 2016. The petition was signed by Dawnett Willis, acting CEO. The Debtor disclosed $81.91 million total assets and $20.02 million total liabilities. The case is assigned to Judge Anita L. Shodeen. The Debtor hired Bradshaw,Fowler, Proctor & Fairgrave, P.C. as its legal counsel, and Alvarez & Marsal Healthcare Industry Group, LLC as its financial advisor. The Debtor engaged Andy Wang, Esq., at Wang Kobayashi Austin, LLC as special counsel. The U.S. Trustee for the Southern appointed Susan N. Goodman as the patient care ombudsman for CIH. On Dec. 28, 2016, the U.S. Trustee appointed an official committee of unsecured creditors. The Official Committee is represented by Francis J. Lawall, Esq., at Pepper Hamilton LLP. CHADHAM HOMEOWNERS: Taps Cole & Associates as Accountant -------------------------------------------------------- Chadham by the Sea Homeowners Association, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire an accountant. The Debtor proposes to hire Cole & Associates, LLC to provide accounting services, which include tax planning, auditing accounts, and preparing its tax returns. Ron Cole, a certified public accountant employed with Cole & Associates, will be paid $250 for the preparation of tax returns and $3,500 for auditing services. Cole & Associates does not hold any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: Ron Cole Cole & Associates, LLC 1222 Winter Garden Vineland Road, Suite 112 Winter Garden, FL 34787 Phone: +1 407-351-4730 About Chadham By The Sea Homeowners Chadham By The Sea Homeowners Association, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-00520) on January 27, 2017. The case is assigned to Judge Karen S. Jennemann. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $1 million. CHADHAM HOMEOWNERS: Taps James H. Monroe as Legal Counsel --------------------------------------------------------- Chadham By The Sea Homeowners Association, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire James H. Monroe, P.A. 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 firm received an advance fee of $28,000 prior to the Debtor's bankruptcy filing. James Monroe, Esq., 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: James H. Monroe, Esq. James H. Monroe, P.A. P.O. Box 540163 Orlando, FL 32854-0163 Tel: (407) 872-7447 Fax: (407) 246-0008 Email: jamesmonroe@jamesmonroepa.com About Chadham By The Sea Homeowners Chadham By The Sea Homeowners Association, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 17-00520) on January 27, 2017. The case is assigned to Judge Karen S. Jennemann. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $1 million. CHESAPEAKE ENERGY: Fitch to Withdraw Ratings on March 8 ------------------------------------------------------- Fitch Ratings plans to withdraw the ratings on Chesapeake Energy Corporation on or about March 8, 2017, which is approximately 30 days from the date of its recent ratings release, for commercial reasons. Fitch currently rates Chesapeake: -- Long-Term Issuer Default Rating (IDR) 'B-'; -- Senior secured bank facility 'BB-'/'RR1'; -- Senior secured term loan 'BB-'/'RR1'; -- Senior secured second lien notes 'B+'/'RR2'; -- Senior unsecured notes 'B-'/'RR4'; -- Convertible preferred stock 'CCC'/'RR6'. The Rating Outlook is Negative. Fitch reserves the right, at its sole discretion, to withdraw or maintain any rating at any time for any reason it deems sufficient. Fitch believes that investors benefit from increased rating coverage by Fitch and is providing approximately 30 days' notice to the market of the rating withdrawal of Chesapeake. Ratings are subject to analytical review and may change up to the time Fitch withdraws the ratings. Fitch's last rating action for the above referenced entity was on Aug. 18, 2016. The Long-Term IDR was affirmed at 'B-'. In addition, Fitch affirmed the senior secured bank facility at 'BB-/RR1', the senior secured term loan was rated at 'BB-/RR1', the senior secured second lien notes were affirmed at 'B+/RR2', the senior unsecured notes were affirmed at 'B-/RR4'; and the convertible preferred stock was affirmed at 'CCC/RR6'. CHRYSLER GROUP: Court Blocks Spitzer's Attempt to Rejoin Dealership ------------------------------------------------------------------- Linda Chiem, writing for Bankruptcy Law360, reports that U.S. District Judge Sean F. Cox sided with Chrysler, officially known as FCA US LLC, and Fred Martin Motor Co. in Spitzer Autoworld Akron LLC's renewed attempt to operate a Chrysler dealership after Chrysler cut ties with it during 2009 bankruptcy. Judge Cox ruled that the dealer cannot relitigate an issue it failed to appeal. About Chrysler LLC Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). Chrysler hired Jones Day, as lead counsel; Togut Segal & Segal LLP, as conflicts counsel; Capstone Advisory GroupLLC, and Greenhill & Co. LLC, for financial advisory services; and Epiq Bankruptcy Solutions LLC, as its claims agent. Chrysler changed its corporate name to Old CarCo following its sale to a Fiat-owned company. As of Dec. 31, 2008, Chrysler had $39,336,000,000 in assets and $55,233,000,000 in debts. Chrysler had $1.9 billion in cash at that time. In connection with the bankruptcy filing, Chrysler reached an agreement with Fiat SpA, the U.S. and Canadian governments and other key constituents regarding a transaction under Section 363 of the Bankruptcy Code that would effect an alliance between Chrysler and Italian automobile manufacturer Fiat. As part of that deal, Fiat acquired a 20% equity interest in Chrysler Group. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC on June 10, 2009, formally sold substantially all of its assets, without certain debts and liabilities, to a new company that will operate as Chrysler Group LLC. The U.S. and Canadian governments provided Chrysler with $4.5 billion to finance its bankruptcy case. Those loans are to be repaid with the proceeds of the bankruptcy estate's liquidation. Old Carco's Second Amendment Joint Plan of Liquidation was confirmed by the Bankruptcy Court on April 23, 2010. COMSCORE INC: Won't Be Able to Regain SEC Compliance by Feb. 23 --------------------------------------------------------------- comScore on Feb. 6, 2017, disclosed that the Company has notified the Nasdaq Hearings Panel (the "Panel") that the Company will be unable to regain compliance with its Securities and Exchange Act ("SEC") periodic reporting requirements by the February 23, 2017 deadline set by the Panel. As previously disclosed, by decision dated October 25, 2016, the Panel determined to provide comScore with conditional listing on the Nasdaq Global Select Market ("Nasdaq") through February 23, 2017 so as to grant the Company additional time to complete its financial restatement and regain compliance with Nasdaq's listing requirements. While comScore has made significant progress toward completing the restatement process, it has determined that the aforementioned deadline will not be met. The delay primarily relates to the magnitude of work that the Company needs to perform in order to review the Company's accounting judgments and estimates for transactions that occurred during 2013-2016. Although the Company has made good progress towards this effort, the amount of work, primarily in the revenue area, has taken longer than anticipated. The Company is targeting the summer of 2017 to complete the restatement and become current in filing all of its required SEC periodic reports, although there can be no assurance that the process will be completed by that time. Gian Fulgoni, co-founder and Chief Executive Officer, commented, "Although we are disappointed that we will not meet Nasdaq's deadline, we have made significant progress towards the restatement and in strengthening our internal audit and compliance functions. Furthermore, our business fundamentals continue to be strong, underscored by our healthy balance sheet with $116 million in cash. We are confident in our strategy, our roadmap for innovation, our unique data and technology assets, and in the value we deliver to more than 3,000 clients, all of which we believe will drive long-term growth for our Company." As a result of the updated timing, comScore's common stock may be suspended from trading and delisted from Nasdaq. If the Panel makes such a determination, the Company intends to file an appeal with the Nasdaq Listing and Hearing Review Council (the "Listing Council") requesting that the Listing Council stay any Panel action to suspend comScore's listing and consider providing comScore with additional time to complete the restatement process while remaining listed on Nasdaq. Following a possible suspension of trading in comScore's common stock on Nasdaq, the Company intends that its shares be quoted on the OTC Markets. The Company will continue to work towards completion of the restatement and to regain compliance with its SEC reporting obligations as soon as practicable, at which time the Company will promptly seek to relist its common stock on a major exchange. About comScore comScore, Inc. (NASDAQ: SCOR) -- http://www.comscore.com-- is a cross-platform measurement company that precisely measures audiences, brands and consumer behavior everywhere. comScore completed its merger with Rentrak Corporation in January 2016, to create the new model for a dynamic, cross-platform world. COMSTOCK RESOURCES: Oaktree Holds 9.9% Equity Stake as of Jan. 26 ----------------------------------------------------------------- Oaktree Value Opportunities Fund Holdings, L.P., Oaktree Value Opportunities Fund GP, L.P., Oaktree Value Opportunities Fund GP Ltd., Oaktree Fund GP I, L.P., Oaktree Capital I, L.P., OCM Holdings I, LLC, Oaktree Holdings, LLC, Oaktree Capital Management, L.P., Oaktree Holdings, Inc., Oaktree Capital Group, LLC and Oaktree Capital Group Holdings GP, LLC disclosed that as of Jan. 26, 2017, they beneficially own 1,493,401 shares of common stock of Comstock Resources, Inc. representing 9.9 percent of the shares outstanding. Oaktree Value Opportunities Fund Holdings, L.P. directly holds Comstock Resources notes that are convertible into shares of Common Stock of the Company. By the terms of the convertible notes, VOF Holdings may not convert those notes for more than 9.99% of the shares of Common Stock outstanding at any time. The percentage ownership is based on a total of 13,455,559 shares of Common Stock issued and outstanding as of Nov. 9, 2016, as disclosed on the Issuer's form 10-Q, filed with the Securities and Exchange Commission on Nov. 9, 2016, plus 1,493,401 shares issuable to the Reporting Persons upon conversion of convertible notes held by the Reporting Persons. A full-text copy of the regulatory filing is available at: https://is.gd/qcJ7wc About Comstock Resources Comstock Resources, Inc. is an independent energy company based in Frisco, Texas and is engaged in oil and gas acquisitions, exploration and development primarily in Texas and Louisiana. The Company's stock is traded on the New York Stock Exchange under the symbol CRK. The Company reported a net loss of $1.04 billion for the year ended Dec. 31, 2015, compared to a net loss of $57.11 million for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Comstock had $885.5 million in total assets, $1.10 billion in total liabilities and a total stockholders' deficit of $220 million. * * * As reported by the TCR on Sept. 23, 2016, S&P Global Ratings raised its corporate credit rating on Comstock Resources Inc. to 'CCC+' from 'SD' (selective default). The outlook is negative. "The rating actions on Comstock are in conjunction with the Sept. 6, 2016, close of their comprehensive debt exchange and our assessment of the company's revised capital structure and credit profile," said S&P Global Ratings credit analyst Aaron McLean. Comstock Resources carries a 'Caa2' corporate family rating from Moody's Investors Service. COMSTOCK RESOURCES: Whitebox Reports 6.8% Stake as of Jan. 27 ------------------------------------------------------------- Whitebox Advisors LLC and Whitebox General Partner LLC disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Jan. 27, 2017, they beneficially own 985,930 shares of common stock of Comstock Resources, Inc., representing 6.8 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://is.gd/VXh5K2 About Comstock Resources Comstock Resources, Inc. is an independent energy company based in Frisco, Texas and is engaged in oil and gas acquisitions, exploration and development primarily in Texas and Louisiana. The Company's stock is traded on the New York Stock Exchange under the symbol CRK. The Company reported a net loss of $1.04 billion for the year ended Dec. 31, 2015, compared to a net loss of $57.11 million for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Comstock had $885.5 million in total assets, $1.10 billion in total liabilities and a total stockholders' deficit of $220 million. * * * As reported by the TCR on Sept. 23, 2016, S&P Global Ratings raised its corporate credit rating on Comstock Resources Inc. to 'CCC+' from 'SD' (selective default). The outlook is negative. "The rating actions on Comstock are in conjunction with the Sept. 6, 2016, close of their comprehensive debt exchange and our assessment of the company's revised capital structure and credit profile," said S&P Global Ratings credit analyst Aaron McLean. Comstock Resources carries a 'Caa2' corporate family rating from Moody's Investors Service. CONNEAUT LAKE VOLUNTEER: Taps Assessment Evaluation as Appraiser ---------------------------------------------------------------- Conneaut Lake Volunteer Fire Department received approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Assessment Evaluation, Inc. The Debtor tapped the firm to obtain the estimated value of its real property. Assessment Evaluation will charge no more $3,000, to be paid upon completion of the appraisal. Assessment Evaluation does not represent any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm maintains an office at: Assessment Evaluation, Inc. 3645 West Lake Road Erie, PA 16505 Phone: (814) 454-2484 ext 22 Fax: (814) 455-3471 About Conneaut Lake Volunteer Fire Department Conneaut Lake Volunteer Fire Department of Conneaut Lake filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa., Case No. 16-10019) on Jan. 12, 2016, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by George Zeljak, president. Keith Gushard at The Meadville Tribune relates that Mercer County State Bank filed with the Crawford County Court of Common Pleas in December 2015 a mortgage foreclosure action against the Company to recover more than $1.6 million in outstanding mortgage debt, interest and penalties the department owes the bank. Judge Thomas P. Agresti presides over the Chapter 11 case. Daniel P. Foster, Esq., at Foster Law Offices serves as the Company's bankruptcy counsel. Conneaut Lake Volunteer Fire Department of Conneaut Lake is headquartered in Conneaut Lake, Pennsylvania. No official committee of unsecured creditors has been appointed in the case. COOK INVESTMENTS: Hires Bush Kornfeld as Counsel ------------------------------------------------ Cook Investments NW, SPNWY, LLC and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Western District of Washington to employ Bush Kornfeld LLP Law Offices as counsel. The Debtors require Bush Kornfeld to: a. give the Debtors legal advice with the respect to its powers and duties as debtor-in-possession in the continued operation of its business and management of their property; b. prepare on behalf of the Debtors all necessary applications, answers, orders, reports, and other legal papers; c. advise the Debtors with respect to all processes surrounding a proposed sale of their assets and preparing all pleadings associated therewith; d. assist the Debtors in review of all claims and in determination of all issues associated with distribution on allowed claims; e. take necessary action to avoid any liens subject to the Debtors' avoidance; and f. perform any and all other legal services for the Debtors as may be necessary in this bankruptcy case. Katrina L. Samiljan, Esq., at Bush Kornfeld LLP, attests that the firm represents no other entity in connection with these cases, is not a creditor of the estate, and represents or holds no interest adverse to the interests of the estates with respect to the matters on which it is to be employed. Bush Kornfeld may be reached at: Katrina L. Samiljan, Esq. Bush Kornfeld LLP 601 Union St., Suite 5000 Seattle, Washington 98101-2373 Tel: (206) 292-2110 Fax: (206) 292-2104 About Cook Investments NW, SPNWY, LLC Cook Investments NW, SPNWY, LLC filed a Chapter 11 bankruptcy petition (Bankr. W.D.WA. Case No. 16-44782) on November 21, 2016. The Hon. Brian D. Lynch presides over the case. Bush Kornfeld LLP 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 Michael Cook, sole member. CORWIN PLACE: To Fund Exit Plan Through Sale of Real Estate ----------------------------------------------------------- Corwin Place LLC on Feb. 2 filed with the U.S. Bankruptcy Court for the Northern District of West Virginia its proposed plan to exit Chapter 11 protection. The restructuring plan contemplates the sale of Corwin's real property and payment of claims in accordance with their priority, as well as the pursuit of the company's claims against various parties. Under the plan, Corwin anticipates that all allowed claims will be paid in full. Corwin owns real estate in Morgantown, West Virginia, that has a total value of $3.38 million. The property is subject to Premier Bank's secured claim, which the company disputes. Corwin will fund its plan through the sale of the real estate and through recovery from a lawsuit pending before the bankruptcy court. It is anticipated that the real estate will be fully sold within the next 12 months, according to the company's disclosure statement filed on Feb. 2. A copy of the disclosure statement is available for free at: https://is.gd/ycwN9C Corwin is represented by: David L. Fuchs, Esq. 960 Penn Avenue, Suite 1200 Pittsburgh, PA 15222 Phone: (412) 392-0330 Fax: (412) 392-0335 Email: dfuchs@lampllaw.com -- and -- Michael A. Jacks, Esq. Jacks Legal Group, P.L.L.C. United Federal Credit Union Building 3467 University Ave, Suite 200 Morgantown, WV 26505 Office: (304) 599-4770 Mobile: (304) 906-9165 Fax: (304) 278-3187 Email: mike@jackslegal.com About Corwin Place Corwin Place LLC filed a chapter 11 petition (Bankr. W.D. Pa. Case No. 16-21861) on May 16, 2016. The petition was signed by Charles Corwin, managing member. On July 22, 2016, the case was ultimately transferred to the U.S. Bankruptcy Court for the Northern District of West Virginia under Case No. 16-00750. The Debtor estimated assets and liabilities at $500,001 to $1 million at the time of the filing. COSI INC: Asks Court to OK Amended Franchise Pact With Fast Casual ------------------------------------------------------------------ Joyce Hanson, writing for Bankruptcy Law360, reports that Cosi Inc. has asked the U.S. Bankruptcy Court for the District of Massachusetts to approve a settlement and amended franchise agreement it reached with franchisee Fast Casual LTDA over its ability to fulfill a stalking horse bid without paying fees allegedly due to the franchisee. According to Law360, the Debtor said that Fast Casual will pay it all unpaid royalty, marketing and franchise fees, totaling $21,665. About Cosi, Inc. 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 DLA Piper LLP (US) as special counsel. The Debtors hired The O'Connor Group as their financial consultant; BDO USA, LLP as auditor and accountants; and Randy Kominsky of Alliance for Financial Growth, Inc., as chief restructuring officer. 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. CTI BIOPHARMA: Baxalta GmbH Reports 5.5% Equity Stake as of Jan. 1 ------------------------------------------------------------------ On Feb. 6, 2017, Baxalta Incorporated, Baxalta GmbH and Shire plc disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Jan. 1, 2017, they beneficially own 1,567,398 shares of common stock of CTI Biopharma representing 5.5 percent based upon 28,237,661 shares of issuer's common stock outstanding. The reported securities are beneficially owned by Baxalta GmbH, an indirect wholly-owned subsidiary of Baxalta Incorporated, which, in turn, is an indirect wholly-owned subsidiary of Shire plc, following consummation of Shire's acquisition of Baxalta pursuant to the merger of a wholly-owned subsidiary of Shire with and into Baxalta, which merger transaction closed on June 3, 2016. As disclosed by CTI Biopharma in its periodic report filed with the SEC on Form 8-K on Dec. 9, 2016, the Company effected a one-for-ten reverse stock split, which became effective on Jan. 1, 2017. The reverse stock split reduced the number of reported securities beneficially owned by the reporting persons from 15,673,981 to 1,567,398. A full-text copy of the regulatory filing is available at: https://is.gd/NbSG2o About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- formerly known as Cell Therapeutics, Inc., is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a commercial presence in Europe and a late-stage development pipeline, including pacritinib, CTI's lead product candidate that is currently being studied in a Phase 3 program for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington, with offices in London and Milan under the name CTI Life Sciences Limited. CTI Biopharma reported a net loss attributable to common shareholders of $122.62 million on $16.11 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to common shareholders of $96.0 million on $60.07 million of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, CTI Biopharma had $76.48 million in total assets, $63.96 million in total liabilities and $12.51 million in total shareholders' equity. The Company's independent registered public accounting firm included an explanatory paragraph in its reports on its consolidated financial statements for each of the years ended Dec. 31, 2007, through Dec. 31, 2011, and for the year ended Dec. 31, 2014, regarding their substantial doubt as to the Company's ability to continue as a going concern. The Company said that although its independent registered public accounting firm removed this going concern explanatory paragraph in its report on our Dec. 31, 2015, consolidated financial statements, the Company expects to continue to need to raise additional financing to fund its operations and satisfy obligations as they become due. According to the Company, the inclusion of a going concern explanatory paragraph in future years may negatively impact the trading price of its common stock and make it more difficult, time consuming or expensive to obtain necessary financing, and the Company cannot guarantee that it will not receive such an explanatory paragraph in the future. DAKOTA PLAINS: Court OKs $10.85M Purchase Agreement with BioUrja ---------------------------------------------------------------- The Bankruptcy Court approved on Jan. 27, 2017, a "stalking horse" asset purchase agreement, dated Dec. 19, 2016 and amended Jan. 26, 2017, by and between Dakota Plains Holdings, Inc. and its wholly-owned subsidiaries and BioUrja Trading, LLC, pursuant to which, subject to the terms and conditions of the Asset Purchase Agreement, BioUrja agreed to purchase substantially all of the assets of the Debtors for a purchase price equal to approximately $10.85 million, which would be satisfied in cash and the assumption of certain specified liabilities, including payment of pre-petition cure costs of up to $50,000 required to be paid pursuant to Section 365 of the Bankruptcy Code and the remainder to be paid from the purchase price. The consummation of the transactions contemplated by the Asset Purchase Agreement is subject to certain customary conditions as specified in the Asset Purchase Agreement. The Asset Purchase Agreement also provides for a termination fee payable to the Purchasers upon the occurrence of certain events. A copy of the Asset Purchase Agreement, as amended, is available for free at https://is.gd/wcwVTn About Dakota Plains Holdings, Inc. Dakota Plains Holdings, Inc. (NYSE MKT: DAKP) -- http://www.dakotaplains.com/--is an energy company operating the Pioneer Terminal transloading facility. The Pioneer Terminal is centrally located in Mountrail County, North Dakota, for Bakken and Three Forks related Energy & Production activity. Dakota Plains Holding and six of its wholly owned subsidiaries filed voluntary Chapter 11 petitions (Bankr. D. Minn. Lead Case No. 16-43711) on Dec. 20, 2016, initiating a process intended to preserve value and accommodate an eventual going-concern sale of Dakota Plains' business operations. The petitions were signed by Marty Beskow, CFO. The cases are assigned to Judge Michael E. Ridgway. At the time of the filing, Dakota Plains Holdings disclosed $3.08 million in assets and $75.38 million in liabilities. Baker & Hostetler LLP has been tapped as the Debtors' legal counsel. Ravich Meyer Kirkman McGrath Nauman & Tansey, A Professional Association serves as co-counsel. Canaccord Genuity Inc. serves as the Debtors' financial advisor and investment banker, Carlson Advisors as accountant, James Thornton as special purpose counsel. The U.S. Trustee has been unable to appoint an official unsecured creditors committee. DANCING WATERS: To Sell Whatcom County Property to Pay Creditors ---------------------------------------------------------------- Dancing Waters, LLC, and its affiliates filed with the U.S. Bankruptcy Court for the Western District of Washington a joint first amended disclosure statement describing their first amended plan of liquidation. The Plan provides for the full payment of all creditors. Initially, the Plan provides for the Sale of the Property located in Whatcom County for an amount payable at closing more than sufficient to pay all Claims in Classes 1, 4, 5 and 6 and Administrative Expense Claims in full. The deferred portion of the purchase price for the Property, an additional $2,100,000, will be paid from the proceeds of future lot sales by the buyer and the entire amount is due to be paid not later than three years after Closing. If that amount is insufficient to pay all remaining Allowed Claims in full, the Plan provides for the liquidation of additional assets so full payment to all creditors can be achieved. In the event the Sale will fail, the Debtors will promptly list the Property for sale with a national auction company acceptable to the Debtors and the Advisory Committee, without reserve, with the intention of achieving the closing of a sale of the Property within approximately 120 days. The Plan also provides for the liquidation of additional assets if the proceeds from the Sale of the Property are insufficient to pay all Allowed Claims in full. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/wawb15-13216-277.pdf About Dancing Waters Dancing Waters, LLC, sought Chapter 11 protection (Bankr. W.D. Wash. Case No. 15-13216) on May 22, 2015. Judge Timothy W. Dore is assigned to the case. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped James L. Day, Esq. at the Bush Strout & Kornfeld LLP as counsel. The petition was signed by Roger Sahlin, manager. DIOCESE OF GALLUP: Wins Final Decree Closing Ch. 11 Case -------------------------------------------------------- The Diocese of Gallup, New Mexico, on Jan. 31, 2017, received from the bankruptcy court a final decree closing its Chapter 11 case, the National Catholic Reporter said. The Diocese in June 2016 received court approval of a reorganization plan that provides $17.6 million in compensation to 57 sex-abuse victims. As previously reported by the TCR, Judge David Thuma granted final court approval of Gallup's bankruptcy-exit plan that would distribute $25 million to creditors. The Plan is largely funded by contributions from the diocese, insurance carriers, parishes and sales of the diocese's property. About The Diocese of Gallup The Diocese of Gallup, New Mexico, principally encompasses American Indian reservations for seven tribes in northwestern New Mexico and northeastern Arizona. It is the poorest diocese in the U.S. There are 53 parishes, 13 schools, and 5 social centers within the diocesan boundaries—all serving approximately 58,000 Catholics among a total population of 490,000. The diocese sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.M. Case No. 13-bk-13676) on Nov. 12, 2013, in Albuquerque, New Mexico amid suits for sexual abuse committed by priests. The Diocese of Gallup became one of 13 U.S. dioceses that have filed for bankruptcy in response to civil lawsuits filed against the diocese on behalf of alleged victims of sexual abuse by priests. The petition shows assets and debt both less than $1 million. ECRA GROUP: Court Conditionally Approves Disclosure Statement ------------------------------------------------------------- Judge Edward A. Godoy of the U.S. Bankruptcy Court for the District of Puerto Rico issued an order conditionally approving the disclosure statement and chapter 11 plan filed by Ecra Group Corp. Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on/or before 14 days prior to the date of the hearing on confirmation of the Plan. Any objection to the final approval of the disclosure statement and/or the confirmation of the Plan shall be filed on/or before 14 days prior to the date of the hearing on confirmation of the Plan. A hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan and of such objections as may be made to either will be held on Feb. 17, 2017 at 09:30 A.M. at the Jose V. Toledo Federal Building & U.S. Courthouse, Courtroom 3, Third Floor, 300 Recinto Sur Street, San Juan, Puerto Rico. Class 4 under the plan consists of the general unsecured creditors. Each member of this class will receive a distribution equal to 3% of its allowed claim on monthly installments within a period not to exceed 60 months. The Plan will be funded through cash on hand at the Effective Date, and through selling the commercial real estate property. Future income from savings on reduction of operational expenses maintaining and increasing the sales to customers will also be used for the payment plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/prb16-04651-11-53.pdf About ECRA Group ECRA Group, Corp., is organized under the laws of the Commonwealth of Puerto Rico and organized on Nov. 16, 2005. Annette Cancel Lorenzana is the president of the corporation and co-owner with 45% of the stocks; Carlos I. Arce is the owner of 45% of the stocks; Iannette Arce Cancel is the secretary of the corporation and owner of 5% of the stocks, and Liannette Arce Cancel is the owner of 5% of the stocks of the corporation. The Debtor operates its business dba Ferreteria Arce at a rented commercial property dedicated to servicing and selling construction materials and hardware equipment and related materials to general customers and construction technicians. The store is located at road 670.23 Marginal Street, Parcelas Marquez, Vega Baja, Puerto Rico. The Debtor owns the real property dedicated for the leasing business operation. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-04651) on June 10, 2016. Luis D. Flores Gonzalez at The Law Offices of Luis D. Flores Gonzalez as bankruptcy counsel. As of the date of the filing of the Chapter 11 petition, the Debtor had assets of $545,500 and liabilities of $782,989. EDUCATION MANAGEMENT: Bondholder Wants Rehearing of 2nd Cir. Ruling ------------------------------------------------------------------- Rick Archer, writing for Bankruptcy Law360, reports that private equity firm Marblegate Asset Management asked on Wednesday for an en banc rehearing of the U.S. Court of Appeals for the Second Circuit's decision that Education Management Corp.'s proposed restructuring was legal. As reported by the Troubled Company Reporter on Jan. 20, 2017, Martin O'Sullivan of Bankruptcy Law360 reported that the Second Circuit overturned a federal district judge's finding that the $1.5 billion out-of-court restructuring proposed by Education Management violated a Depression-era law meant to protect bondholders, saying the payment terms governing the bonds at issue were not modified. The panel's decision that the proposed restructuring did not breach the Trust Indenture Act went against the intent of the act and gutted the protections it is supposed to provide to minority bondholders, Law360 relates, citing Marblegate Asset. About Education Management Education Management LLC, an indirect subsidiary of Education Management Corporation based in Pittsburgh, Pennsylvania, is one of the largest providers of private post-secondary education in North America. The company's education systems (The Art Institutes, Argosy University, Brown Mackie Colleges and South University) offer associate through doctorate degrees with approximately 120,000 students. The company reported revenues of approximately $2.4 billion for the twelve months ended March 31, 2014. EDWARD YODER: Ex-Monarch CEO Sentenced to 2 Years in Prison ----------------------------------------------------------- As widely reported, former Monarch Mortgage CEO Edward "Ted" Yoder was recently sentenced to two years in prison for bankruptcy fraud and ordered to pay $364,660 in criminal restitution. Prosecutors asked for a sentence of at least two and a half years, while the defense asked for less, according to The Virginian-Pilot. According to a WAVY.com report, prosecutors claimed that Mr. Yoder devised a scheme in 2012 to defraud his creditors of $339,660. Mr. Yoder had 133,000 shares of stock in Sirius XM Radio, which he "discreetly" sold for about $350,000. He then wired $330,000 to his girlfriend Susan Spearman, along with $25,000 in a separate transaction, in an attempt to hide the money. Yoder didn’t disclose the sale of the stock to the bankruptcy court. According to The Virginian-Pilot, Mr. Yoder in October 2016 pleaded guilty to working with his former girlfriend to conceal the stock sale from creditors. Ms. Spearman pleaded guilty to a similar charge in May 2016 and is awaiting sentencing. About Edward Yoder Edward O. Yoder, former president of Monarch Mortgage, sought Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 11-73305) on July 21, 2011. In August 2011, Mr. Yoder filed schedules disclosing $2.74 million in assets and $4 million in liabilities as of the bankruptcy filing. His declared assets included a Virginia Beach home valued at slightly more than $1 million and investments, savings, household items and other personal property valued at $1.7 million. EMERALD ACQUISITION: S&P Affirms BB ICR & Revises Outlook to Neg. ----------------------------------------------------------------- S&P Global Ratings said it revised its outlook on Emerald Acquisition Ltd. to negative from stable and affirmed the 'BB' issuer credit rating on the company. "At the same time, we also affirmed the 'BB' issue-level ratings on Russell Investments US Institutional Holdco, Inc. and Russell Investments US Retail Holdco, Inc. (which are guaranteed by Emerald)." said S&P Global Ratings credit analyst Brian Estiz. The recovery rating remains at '3', indicating S&P's expectation for a meaningful recovery (50% to 70%; lower half of the range) for debtholders in the event of a payment default. The outlook revision on Emerald follows the company's announcement of a $200 million add-on to the existing $647 million term loan B in order to fund a dividend to shareholders. The transaction comes less than a year after TA Associates and Reverence Capital Partners completed the acquisition of the asset management business previously integrated under Frank Russell Co. from the London Stock Exchange in June 2016. S&P's calculated debt-to-adjusted EBITDA metric for 2016 is approximately 5x, which is at the high end of S&P's forecast range of 4x to 5x. Previously, S&P had forecasted that the company would reduce leverage to the mid-4.0x area, but it now projects that leverage will be close to 5x in 2017 as a result of the new debt issuance. In S&P's calculation of leverage, it includes an operating lease adjustment, the earn-outs related to the acquisition, and S&P's do not net surplus cash as a result of the financial sponsor ownership. The company's AUM at the end of 2016 were $174 billion, compared with $164 billion at the end of 2015. However, the growth in AUM was the result of market performance and not flows, which declined for the third consecutive year. That said, the pace of outflows lessened in 2016. Furthermore, average fee rates were under pressure in both the retail and institutional channels. However, the impact was partially offset by the synergies attained since the acquisition was closed. The negative outlook reflects S&P's expectation that the company will operate with debt to adjusted EBITDA at approximately 5x in the next six to 12 months as gains from meaningful cost synergies offset the increase in funded debt. S&P's forecast also reflects its view that AUM levels will remain fairly constant over the next year. Downside scenario S&P could lower the ratings if leverage increases modestly above its expectations as a result or lower AUM, fee rate pressures, or an inability to recognize synergies. Under this scenario, leverage would be in the low 5.0x area. Additionally, any further debt-funded dividend payments could also result in ratings pressure. Upside scenario S&P could revise the outlook to stable if performance is ahead of expectations, with meaningful AUM growth and moderate average fee rate increases, or if the company is able to realize its synergies at an accelerated pace. At that time, S&P would forecast leverage would to be in the low 4x area on a sustained basis. Additionally, the revision of the outlook to stable would also be predicated on S&P's view that the company has become somewhat less aggressive in its financial policies. ERGON CARIBBEAN: Taps Jimenez Vazquez as Accountant --------------------------------------------------- Ergon Caribbean Corp. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire an accountant. The Debtor proposes to hire Jimenez Vazquez & Associates, PSC to assist in documenting the reorganization plan to be filed in its bankruptcy case, prepare tax returns, and provide other accounting services related to the case. Jose Victor Jimenez, a certified public accountant, will be paid an hourly rate of $155 for his services. Mr. Jimenez disclosed in a court filing that he and other employees of his firm are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Jose Victor Jimenez Jimenez Vazquez & Associates, PSC Calle 8 D-1 Valparaiso Toa Baja, PR 00949 Tel: 787.447.0098 Fax: 1.831.309.7425/939.338.2362 The Debtor is represented by: Carmen D. Conde Torres, Esq. C. Conde & Assoc. Best Guard Security Corp. 254 San Jose Street, 5th Floor San Juan, PR 00901-1523 Tel: 787-729-2900 Email: notices@condelaw.com About Ergon Caribbean Corp. Ergon Caribbean Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-00366) on January 25, 2017. The petition was signed by Juan Gabriel Pla, president. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. ERICKSON INC: Seeks to Hire Morten Beyer as Appraiser ----------------------------------------------------- Erickson Incorporated seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire an appraiser. The Debtor proposes to hire Morten Beyer & Agnew to appraise certain aircraft assets and aircraft parts. The firm will also provide type certificate valuation services, if requested. Morten Beyer will receive $70,556 for the appraisal services. For type certificate valuation or testimony, the firm will charge these hourly rates: Principal $442 EVP/SVP/Chief $387 MD/VP/Senior Associate $304 Director/Associate $223 Manager/Associate $179 Senior Analyst $155 Analyst $129 Administrative $98 David Tokoph, chief operating officer of Morten Beyer, 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: David Tokoph Morten Beyer & Agnew 2101 Wilson Boulevard, Suite 1001 Arlington, VA 22201 Phone: 1.703.276.3200 Fax: 1.703.276.3201 About Erickson Founded in 1971, Erickson Incorporated -- http://www.ericksoninc.com/-- is a vertically-integrated manufacturer and operator of the powerful heavy-lift Erickson S-64 Aircrane helicopter, and is a leading global provider of aviation services. Erickson Incorporated, based in Portland, OR, and its affiliates each filed a Chapter 11 petition (Bankr. N.D. Tex.; Erickson Incorporated, Case No. 16-34393; Evergreen Helicopters International, Inc., Case No. 16-34392; EAC Acquisition Corporation, Case No. 16-34394; Erickson Helicopters, Inc., Case No. 16-34395; Erickson Transport, Inc., Case No. 16-34396; Evergreen Equity, Inc., Case No. 16-34397; Evergreen Unmanned Systems, Inc., Case No. 16-34398) on Nov. 8, 2016. The Hon. Barbara J. Houser presides over the cases. In its petition, Erickson estimated $942.8 million in assets and $881.5 million in liabilities. The Debtors have hired Haynes and Boone, LLP as counsel; Imperial Capital LLC, as investment banker; Alvarez & Marsal as financial and restructuring advisor; and Kurtzman Carson Consultants as claims and noticing agent. On December 23, 2016, the Debtors filed their joint Chapter 11 plan of reorganization and disclosure statement. Under the plan, each holder of an allowed Class 7 unsecured claim will receive its pro rata share of the "litigation trust interests." ERICKSON INC: Unsecureds to Recoup .11%-.44% Under 2nd Amended Plan ------------------------------------------------------------------- Erickson Inc, et al., filed with the U.S Bankruptcy Court for the Northern District of Texas a second amended disclosure statement in support of its second amended joint plan of reorganization, dated Feb. 3, 2017. Summary of Plan treatment: Class 1 - Other Priority Unsecured Claims 100% Class 2 - Other Secured Claims 100% Class 3 - Secured Tax Claims 100% Class 4 - Existing First Lien Credit Facility Claims 100% Class 5 - Existing Second Lien Secured Claims 1.32% to 6.28% Class 6 - General Unsecured Claims 0.11-0.44% (if Class 5 votes to accept the Plan) 0.10%-0.42% (if Class 5 votes to reject the Plan) Class 6, General Unsecured Claims, is impaired under the plan. Each holder of an Allowed Class 6 Claim will receive its Pro Rata share of the Litigation Trust Interests. The estimated total allowed class 6 claims, including existing second lien deficiency claims, is $452.0 million to $520.3 million if Class 5 votes to accept the plan or $475.2 million to $525.2 million if Class 5 votes to reject the plan. The projected recovery for this class is .11% to.44% if Class 5 votes to accept the plan or .10% to .42% if Class 5 votes to reject the plan. The initial plan previously classified general unsecured creditors in Class 7. Distributions under the Plan are based upon: (1) Cash on hand, including Cash from operations, (2) the New First Lien Credit Facility, (3) the New Second Lien Credit Facility, (4) the proceeds from the Rights Offering, and (5) recoveries from the Litigation Trust Assets. A full-text copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/txnb16-34393-11-382.pdf About Erickson Founded in 1971, Erickson Incorporated -- http://www.ericksoninc.com/-- is a vertically-integrated manufacturer and operator of the powerful heavy-lift Erickson S-64 Aircrane helicopter, and is a leading global provider of aviation services. Erickson currently possesses a diverse fleet of 69 rotary-wing and fixed-wing aircraft that support a variety of government and civil customers worldwide. The Company, which employs 711 individuals, has a broad range of aerial services consisting of three primary business segments: (i) global defense and security, (ii) civil aviation services, and (iii) manufacturing and maintenance, repair, and overhaul. Jeff Roberts was appointed as president and chief executive officer in April 2015. Erickson Incorporated, based in Portland, OR, and its affiliates each filed a Chapter 11 petition (Bankr. N.D. Tex.; Erickson Incorporated, Case No. 16-34393; Evergreen Helicopters International, Inc., Case No. 16-34392; EAC Acquisition Corporation, Case No. 16-34394; Erickson Helicopters, Inc., Case No. 16-34395; Erickson Transport, Inc., Case No. 16-34396; Evergreen Equity, Inc., Case No. 16-34397; Evergreen Unmanned Systems, Inc., Case No. 16-34398) on Nov. 8, 2016. The Hon. Barbara J. Houser presides over the cases. In its petition, Erickson estimated $942.8 million in assets and $881.5 million in liabilities. The Debtors have hired Haynes and Boone, LLP as counsel; Imperial Capital LLC, as investment banker; Alvarez & Marsal as financial and restructuring advisor; and Kurtzman Carson Consultants as claims and noticing agent. ESPLANADE HL: Intends to File Plan of Reorganization by April 14 ---------------------------------------------------------------- Esplanade HL, LLC and its debtor-affiliates request the U.S. Bankruptcy Court for the Northern District of Illinois to extend the exclusive period during which the Debtors may file a chapter 11 plan of reorganization and solicit acceptances of such plan, to and including April 14, 2017 and June 14, 2017, respectively. Without the requested extension, the Debtors' exclusive right to file a Plan would expire on February 14, 2017 pursuant to 1121(b) of the Bankruptcy Code. The Debtors relate that since the Petition Date, their resources have been focused on various critical issues related to their emergence from chapter 11, including (a) preparation of their schedules and statements of financial affairs, (b) negotiating use of cash collateral with First Midwest Bank, (c) marketing the Properties through their Real Estate Advisors, A&G Realty Partners, LLC, (d) litigating issues with respect to certain Debtors' prepetition receiver, attending to case-administration issues, and otherwise preserving the value of their respective bankruptcy estates. The Debtors relate that they have received a letter of intent from a potential purchaser for each of the Illinois Properties. Unfortunately, the potential purchaser withdrew its letter of intent on February 2, 2017, and A&G Realty is currently continuing to market the Properties. In addition, the Debtors contend that they have met each of the requirements under the various cash collateral orders that have been entered in these Chapter 11 Cases, including making interest-only payments to First Midwest Bank. Accordingly, the Debtors tell the Court that given the progress they have made thus far in their reorganization process, there is more than sufficient "cause" for a 60-day extension of the Exclusive Periods. Further, the Debtors aver that the last date within which non-government creditors may file a proof of claim was set to expire February 7, 2017. Thus, it is likely that the universe of claims will be clear by the time their Exclusivity Motion is heard. The Debtors each have good prospects for reorganization, as each Property is likely worth more than the underlying secured debt. A hearing to consider extension of the Debtors' exclusive periods was set for February 9. About Esplanade HL Esplanade HL, LLC, 2380 Esplanade Drive, LLC, 9501 W. 144th Place, LLC, and 171 W. Belvedere Road, and LLC, Big Rock Ranch, LLC each filed chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 16-33008, 16-33010, 16-33011, 16-33013, and 16-33015, respectively) on October 17, 2016. The petitions were signed by William Vander Velde III, sole member and manager. The Debtors are represented by Harold D. Israel, Esq. and Sean P. Williams, Esq., at Goldstein & McClintock, LLLP. Esplanade HL's case is assigned to Judge Carol A. Doyle. 2380 Esplanade Drive's case is assigned to Judge Donald R Cassling. 9501 W. 144th Place's case is assigned to Judge Timothy A. Barnes. 171 W. Belvidere Road, LLC's case is assigned to Judge Janet S. Baer. Big Rock Ranch's case is assigned to Judge Deborah L. Thorne. The Debtors have requested the joint administration of their cases. Big Rock Ranch estimated assets at $500,000 to $1 million and liabilities at $100,000 to $500,000. All the other Debtors estimated assets and liabilities at $1 million to $10 million. FANSTEEL INC: Panel Wants Exclusive Solicitation Period Terminated ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of Fansteel, Inc., Wellman Dynamics Corporation, and Wellman Dynamics Machinery & Assembly, Inc. requests the U.S. Bankruptcy Court for the Southern District of Iowa to terminate the exclusive period during which the Debtors may solicit acceptance of their Chapter 11 Plan. The Committee relates that the Court has already heard that the Debtors' major case constituents, including the Committee, have major concerns regarding the Debtors' ability to confirm a feasible plan of reorganization. After a careful review of the Debtors' recently filed Plans and Disclosure Statements, the Committee points out that the Debtors' Plans and Disclosure Statements lack material information and have serious deficiencies which have not been allayed. The Committee also relates that although the Debtors promised to address the Committee's issues with the Plans and Disclosure Statements, to date, the Debtors have failed to address even a single Committee concern. In addition, the Committee tells the Court that based on the relative lack of information in the Disclosure Statements, the Committee is afraid that the Debtors' Plans may not be feasible and may not meet the standards for confirmation. Even if confirmed, there remains substantial risk that the Plans will never go effective, particularly becasue the Debtors have provided absolutely no evidence that they will be able to obtain the financing necessary to exit chapter 11, pay claims, and operate on a going concern basis. The Committee contends that the feasibility issues surrounding the Debtors' Plans, coupled with the Debtors' lack of follow up regarding even the most basic Disclosure Statement concerns, warrants a termination of the Debtors' exclusivity periods now. The Committee adds that starting over at square one in the plan solicitation process several months from now would be costly, extremely detrimental to the Debtors' estates and creditors, and a waste of estate and judicial resources. Moreover, the Committee asserts that terminating exclusivity will not prejudice the Debtors because all that the termination will do is streamline these cases, level the playing field, and allow parties in interest an opportunity to propose alternatives to the Debtors' Plans for consideration by creditors. About Fansteel Headquartered in Creston, Iowa, Fansteel operates four business units at four locations in the USA and one in Mexico with a workforce of more than 600 employees. Fansteel generated approximately $87.4 million in revenue in 2015 on a consolidated basis. WDC contributes approximately 67% of Fansteel's sales. The rest of the sales are generated from Intercast, a division of Fansteel, and other non-debtor subsidiaries, as disclosed in court documents. Fansteel, Inc., d/b/a Fansteel Intercast, d/b/a Fansteel Wellman Dynamics, d/b/a Fansteel American Sintered Technologies, and its affiliates Wellmand Dynamics Corporation, and Wellman Dynamics Machinery & Assembly, Inc. filed separate Chapter 11 petitions (Bankr. S.D. Iowa Lead Case No. 16-01823, Affiliated Bankr. S.D. Iowa Case Nos. 16-01825 and 16-01827, respectively) on Sept. 13, 2016. The petitions were signed by Jim Mahoney, CEO. The cases are assigned to Judge Anita L. Shodeen. The Debtors disclosed total assets of $32.9 million and total debt of $41.97 million. The Debtors tapped Jeffrey D. Goetz, Esq. and Krystal R. Mikkilineni, Esq., at Bradshaw, Fowler, Proctor & Fairgrave P.C. as its general reorganization counsel; CohnReznick LLP as an expert business valuation consultant and expert witnesses; Donlin, Recano & Company, Inc. as their claims, noticing and solicitation agent; RSM US LLP as tax accountant, tax advisor and independent auditor; Jeffrey Sands and Dorset Partners, LLC as business broker; Mark J. Steger, Esq. at Clark Hill PLC, as its environmental counsel; and Stantec Consulting Services, Inc., as its environmental consultant. The U.S. Trustee for Region 12 on Sept. 23, 2016, appointed nine creditors of Fansteel Inc. to serve on the official committee of unsecured creditors. The Official Committee has retained Morris Anderson & Associates, Ltd., as financial advisor, and Archer & Greiner, P.C. and Nyemaster Goode, P.C., as counsel. FOUNDATION HEALTHCARE: Owners Down to 160; SEC Reporting to End --------------------------------------------------------------- Foundation Healthcare, Inc. filed a Form 15 with the Securities and Exchange Commission notifying the termination of registration of the Company's common stock, $0.0001 par value, under Section 12(g) of the Securities Exchange Act of 1934. As a result of the Form 15 filing, the Company is not anymore obligated to file periodic reports with the SEC. There were 160 holders of record of the Company's common stock as of Feb. 3, 2017. About Foundation Healthcare Oklahoma City-based Foundation Healthcare is a healthcare services company primarily focused on owning controlling interests in surgical hospitals and the inclusion of ancillary service lines. The Company currently owns controlling and noncontrolling interests in surgical hospitals located in Texas. The Company also owns noncontrolling interests in ambulatory surgery centers ("ASCs") located in Texas, Oklahoma, Pennsylvania, New Jersey, Maryland and Ohio. Additionally, the Company provides sleep testing management services to various rural hospitals in Iowa, Minnesota, Missouri, Nebraska and South Dakota under management contracts with the hospitals. The Company provides management services to a majority of its Affiliates under the terms of various management agreements. Prior to Dec. 2, 2013, the Company's name was Graymark Healthcare, Inc. As of June 30, 2016, Foundation had $127 million in total assets, $136 million in total liabilities, $6.96 million in preferred stock non-controlling interest and a total deficit of $15.7 million. Foundation Healthcare reported net income attributable to the Company's common stock of $5.19 million on $126 million of revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to the Company's common stock of $2.09 million on $102 million of revenues for the year ended Dec. 31, 2014. FOUNTAINS OF BOYNTON: Seeks April 10 Plan Exclusivity Extension --------------------------------------------------------------- Fountains of Boynton Associates, Ltd. asks the U.S. Bankruptcy Court for the Southern District of Florida to extend the exclusive period within which it can file and solicit acceptances to an amended plan reorganization by approximately 60 days or through April 10, 2017. The Debtor has filed an amended plan of reorganization and disclosure statement on January 9, 2017. By prior order, the Court has extended the Solicitation Period to February 6, 2017. The Debtor relates that it has filed a Plan which contemplated selling substantially all of its assets in a private sale for $53.6 million. The Debtor has anticipated that the sale price would have been sufficient to pay all creditors of the estate in full, with the exception of the Debtor's largest creditor, Hanover Acquisition 3, LLC, who voluntarily accepted a reduced payoff figure. Unfortunately, the Debtor tells the Court that the purchaser referenced in the Plan has withdrawn its offer. Nevertheless, the Debtor believes it will receive a similar price via an auction process. The Debtor is therefore preparing a second amended plan, which contemplates an auction and sale of its assets. About Fountains of Boynton Associates, Ltd. Fountains of Boynton Associates, Ltd., a single asset limited partnership, owns real property that is part a shopping mall commonly known as the Fountains of Boynton, which is located at the northwest corner of Jog Road and Boynton Beach Boulevard, in Boynton Beach, Florida. The Debtor sought Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 16-11690) on Feb. 5, 2016. The petition was signed by John B. Kennelly, manager. The Hon. Erik P. Kimball oversees the case. The Debtor disclosed total assets of $71,421,648 and total liabilities of $53,672,029 at the time of filing. Bradley S Shraiberg, Esq., and Patrick Dorsey, Esq., at Shraiberg, Ferrara, & Landau, serve as the Debtor's counsel. 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 Fountains of Boynton Associates, Ltd. FREESEAS INC: Effecting a 1-for-5,000 Reverse Common Stock Split ---------------------------------------------------------------- FreeSeas Inc. announced that the Company's Amended and Restated Articles of Incorporation are being amended to effect a reverse stock split of the Company's issued and outstanding common stock at a ratio of one new share for every 5,000 shares currently outstanding. The Company anticipates that its common stock will begin trading on a split-adjusted basis when the market opens on Feb. 7, 2017. FreeSeas' common stock will trade under the symbol "FREED" for 20 trading days and then will change back to "FREEF". The common shares will also trade under a new CUSIP number Y26496235. The reverse stock split will consolidate 5,000 shares of common stock into one share of common stock at a par value of $0.001 per share. The reverse stock split will not affect any shareholder's ownership percentage of FreeSeas' common shares, except to the limited extent that the reverse stock split would result in any shareholder owning a fractional share. Fractional shares of common stock will be rounded up to the nearest whole share. After the reverse stock split takes effect, shareholders holding physical share certificates will receive instructions from American Stock Transfer and Trust Company LLC, the Company's exchange agent, regarding the process for exchanging their shares. About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. Freeseas reported a net loss of US$52.94 million on US$2.30 million of operating revenues for the year ended Dec. 31, 2015, compared to a net loss of US$12.68 million on US$3.77 million of operating revenues for the year ended Dec. 31, 2014. As of Dec. 31, 2015, FreeSeas had US$18.71 million in total assets, US$35.47 million in total liabilities and a total shareholders' deficit of US$16.76 million. RBSM LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements and is in default in other agreements with various counter parties. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. These conditions among others raise substantial doubt about the Company's ability to continue as a going concern. FRONTIER HOTELS: Taps Azhar Chaudhary as New Legal Counsel ---------------------------------------------------------- Frontier Hotels, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire a new legal counsel. The Debtor proposes to hire Azhar Chaudhary to prepare a bankruptcy plan, draft and mail ballots, negotiate with creditors in connection with the plan, and review monthly operating reports. Mr. Chaudhary will replace James Jameson who withdrew as the Debtor's counsel last month. Azhar Chaudhary, Esq., will be paid an hourly rate of $275 for his services. The rate charged by legal assistants and paralegals who may assist him is $100 per hour. Law clerks are paid $75 per hour. Mr. Chaudhary does not hold any interest adverse to the Debtor or its creditors, according to court filings. Mr. Chaudhary maintains an office at: Azhar Mahmood Chaudhary, Esq. 1208 Highway 6 South, Suite B Sugar Land, TX 77478 Tel: (281) 265-1010 Fax: (281) 265-1011 Email: attorney@chaudharyjd.com About Frontier Hotels Frontier Hotels, Inc., based in Houston, Tex., filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 16-34477) on Sept. 5, 2016. The Hon. Karen K. Brown presides over the case. In its petition, the Debtor declared $6 million in total assets and $5.13 million in total liabilities. The petition was signed by Muddasa Khan, president. No official committee of unsecured creditors has been appointed in the case. On January 5, 2017, American First National Bank, a creditor, filed a combined plan and disclosure statement for the Debtor. The plan proposes a sale of the hotel, with the proceeds used to pay the bank's lien, closing costs and any lien superior to the bank's lien. There will be distribution to the Debtor's unsecured creditors only if the disbursing agent is successful in recovering Chapter 5 claims he determines to pursue. GREAT BASIN: Has 878.3M Outstanding Common Shares as of Feb. 3 -------------------------------------------------------------- On Jan. 30 through Feb. 3, 2017, certain holders of senior secured convertible notes, dated July 1, 2016, were issued shares of Great Basin Scientific's common stock, par value $0.0001 per share, pursuant to Section 3(a)(9) of the U.S. Securities Act of 1933, as amended, in connection with conversions at the election of such holders pursuant to the terms of the 2016 Notes. In connection with the conversions, the Company issued 412,858,724 shares of Common Stock. As per the terms of the 2016 Notes, the Conversion Shares immediately reduced the principal amount outstanding of the 2016 Notes by $830,827 based upon a conversion price between $0.00180 and $0.00261 per share. As of Feb. 3, 2017, a total principal amount of $3.2 million of the 2016 Notes has been converted into shares of Common Stock. Approximately $71.8 million in principal remains to be converted. Restrictions on a total of $10.3 million in the Company's restricted cash accounts has been released including $6.0 million at closing and $4.3 million in early release from the restricted cash accounts. $57.7 million remains in the restricted cash accounts to have the restrictions removed and become available to the Company at future dates pursuant to terms of the 2016 Notes. As of Feb. 3, 2017, there are 878,273,911 shares of Common Stock issued and outstanding. In connection with the conversion of a portion of the principal outstanding under the 2016 Notes, the exercise prices of certain of the Company's issued and outstanding securities were automatically adjusted to take into account the conversion price of the 2016 Notes. The exercise prices of the following securities were adjusted as follows. Class A and Class B Warrants As of Feb. 3, 2017, the Company had outstanding Class A Warrants to purchase 48 shares of Common Stock and Class B Warrants to purchase 29 shares of Common Stock. The Class A and Class B Warrants include a provision which provides that the exercise price of the Class A and Class B Warrants will be adjusted in connection with certain equity issuances by the Company. The consummation of the Conversions triggers an adjustment to the exercise price of the Class A and Class B Warrants. Therefore, as of Feb. 3, 2017, the exercise price for the Class A and Class B Warrants was adjusted from $0.0019 to $0.0018 per share of Common Stock. Common Stock Warrants As of Feb. 3, 2017, the Company had outstanding certain Common Stock warrants to purchase 2 shares of Common Stock. As a result of the Conversions, as of Feb. 3, 2017, the exercise price for certain Common Stock warrants was adjusted from $0.0019 to $0.0018 per share of common stock. Series B Warrants As of Feb. 3, 2017, the Company had outstanding Series B Warrants to purchase 34 shares of Common Stock. The Series B Warrants include a provision which provides that the exercise prices of the Series B Warrants will be adjusted in connection with certain equity issuances by the Company. As a result of the Conversions, as of Feb. 3, 2017, the exercise price for Series B Warrants was adjusted from $420,107 to $361,012 per share of Common Stock. Series D and 2015 Subordination Warrants As of Feb. 3, 2017, the Company had outstanding Series D Warrants to purchase 2,361,468 shares of Common Stock and 2015 Subordination Warrants to purchase 71,129 shares of Common Stock. The Series D and 2015 Subordination Warrants include a provision which provides that the exercise prices of the Series D and 2015 Subordination Warrants will be adjusted in connection with certain equity issuances by the Company. The consummation of the Conversions triggers an adjustment to the exercise price of the Series D and 2015 Subordination Warrants. Therefore, as of Feb. 3, 2017, the exercise price for the Series D and 2015 Subordination Warrants was adjusted from $0.0019 to $0.0018 per share of Common Stock. Series G Warrants As of Feb. 3, 2017, the Company had outstanding Series G Warrants to purchase 159 shares of Common Stock. The Series G Warrants include a provision which provides that the exercise price of the Series G Warrants will be adjusted in connection with certain equity issuances by the Company. The consummation of the Conversions triggers an adjustment to the exercise price of the Series G Warrants. Therefore, as of Feb. 3, 2017, the exercise price for the Series G Warrants was adjusted from $0.0019 to $0.0018 per share of Common Stock. Series H and 2016 Subordination Warrants As of Feb. 3, 2017, the Company had outstanding Series H Warrants to purchase 2,346 shares of Common Stock and 2016 Subordination Warrants to purchase 71 shares of Common Stock. The Series H and 2016 Subordination Warrants include a provision which provides that the exercise prices of the Series H and 2016 Subordination Warrants will be adjusted in connection with certain equity issuances by the Company. The consummation of the Conversions triggers an adjustment to the exercise price of the Series H and 2016 Subordination Warrants. Therefore, as of Feb. 3, 2017, the exercise price for the Series H and 2016 Subordination Warrants was adjusted from $0.0019 to $0.0018 per share of Common Stock. Series F Convertible Preferred Stock As of Feb. 3, 2017, the Company has outstanding 5,860 shares of Series F Convertible Preferred Stock. The Series F Convertible Preferred Stock includes a provision which provides that the conversion price of the Series F Convertible Preferred Stock will be adjusted in connection with certain equity issuances by the Company. As a result of the Conversions, as of Feb. 3, 2017, the conversion price for the Series F Convertible Preferred Stock was adjusted from $0.0019 to $0.0018 per share of Common Stock. About Great Basin Great Basin Scientific is a molecular diagnostic testing company focused on the development and commercialization of its patented, molecular diagnostic platform designed to test for infectious disease, especially hospital-acquired infections. The Company believes that small to medium sized hospital laboratories, those under 400 beds, are in need of simpler and more affordable molecular diagnostic testing methods. The Company markets a system that combines both affordability and ease-of-use, when compared to other commercially available molecular testing methods, which the Company believes will accelerate the adoption of molecular testing in small to medium sized hospitals. The Company's system includes an analyzer, which it provides for its customers' use without charge in the United States, and a diagnostic cartridge, which the Company sells to its customers. Great Basin reported a net loss of $57.9 million in 2015 following a net loss of $21.7 million in 2014. As of Sept. 30, 2016, Great Basin had $83.40 million in total assets, $144.9 million in total liabilities, and a total stockholders' deficit of $61.47 million. Mantyla McReynolds, LLC, in Salt Lake City, Utah, issued a "going concern" opinion in its report on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred substantial losses from operations causing negative working capital and negative operating cash flows. These issues raise substantial doubt about its ability to continue as a going concern, the auditors said. GUIN, AL: Moody's Lowers GOLT Rating to B2; Outlook Negative ------------------------------------------------------------ Moody's Investors Service has downgraded Guin, AL's GOLT rating to B2 from Ba1. This action concludes a review undertaken in conjunction with the publication on December 16, 2016 of the US Local Government General Obligation Debt methodology. The B2 limited tax rating is one notch below the implied GOULT rating. Although the limited tax security does include a full faith and credit pledge, the severe financial stress the city is under, warrants a one notch distinction between the limited tax and implied unlimited tax ratings. The B2 limited tax rating reflects the city's continued strained financial position with the consistent practice of deficit financings, small tax base with moderate room for growth, and significant taxpayer concentration. The rating also incorporates the city's high debt burden, including a privately placed bond with acceleration provisions. Rating Outlook The outlook remains negative as the city works to improve the financial position by attempting to eliminate the practice of taking out loans to balance the budget in fiscal 2018; the finances are expected to continue to deteriorate in fiscal 2016 and only improve in 2017 due to a loan. Factors that Could Lead to an Upgrade (Removal of the Negative Outlook) Significant tax base growth and diversification coupled with improved socioeconomic factors Stabilized reserves to adequate levels without the use of loans Decline in debt levels Factors that Could Lead to a Downgrade Decrease in cash and fund balance Inability to meet budgeted revenues Decline in the tax base Legal Security The bonds are secured by a general obligation limited tax pledge. The city's full faith and credit is irrevocably pledged to pay debt service on the bonds however, they do not include an explicit promise to raise property taxes or other revenues. Moreover, the Alabama Constitution has strict limitations on local property tax rates and closely regulates other local revenues sources. Use of Proceeds Not Applicable. Obligor Profile Guin, AL is located in Marion County, approximately 80 miles northwest of Birmingham, and has a population of about 2,124. H. BURKHART: Unsecured Creditors to Get Share of Sale Proceeds -------------------------------------------------------------- H. Burkhart and Associates, Inc., filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a disclosure statement to accompany its chapter 11 plan, dated Feb. 3, 2017. Class 5, Allowed Unsecured Claims, is impaired under the plan. The Class 5 claims will be paid a pro-rata share of the proceeds of the sale of the real estate remaining after the distribution to classes one, two and three. Any amount not paid under class 5 will be discharged upon confirmation of this plan. This class shall not be entitled to interest on their claims. This class is expected to get 100% dividend of their claims. Source of funds for plan payments will be derived from Debtors' ongoing business operations. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/pawb16-10750-73.pdf About H. Burkhart and Associates H. Burkhart and Associates, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-10750) on August 3, 2016. The petition was signed by Henry F. Burkhart, III, owner. At the time of the filing, the Debtor estimated assets and liabilities of less than $500,000. The Debtor is represented by Brian C. Thompson, Esq., at Thompson Law Group, P.C. HARTLAND MMI: Case Summary & 11 Unsecured Creditors --------------------------------------------------- Debtor: Hartland MMI, LLC 265 East Warm Springs Road, Suite 104 Las Vegas, NV 89119 Case No.: 17-10549 Chapter 11 Petition Date: February 8, 2017 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. Mike K. Nakagawa Debtor's Counsel: David J. Winterton, Esq. DAVID WINTERTON & ASSOCIATES, LTD. 1140 N Town Center DR, Ste 120 Las Vegas, NV 89144 Tel: (702) 363-0317 Fax: (702) 363-1630 E-mail: david@davidwinterton.com autumn@davidwinterton.com Total Assets: $3.65 million Total Liabilities: $2.02 million The petition was signed by Garry Hart, manager, Hartland MMI LLC. A copy of the Debtor's list of 11 unsecured creditors is available for free at http://bankrupt.com/misc/nvb17-10549.pdf HATU WINDS: Seeks to Hire cRc Nationwide as Real Estate Broker -------------------------------------------------------------- Hatu Winds Land Co., LC seeks approval from the U.S. Bankruptcy Court for the District of Utah to hire real estate broker. The Debtor proposes to hire cRc Nationwide to lease, market and sell its real property located at 1820 W. Printers Row, West Valley City, Utah. cRc Nationwide will receive a commission of 6% of the gross sales price. For leases and sub-leases, the commission rate is 6% of the total base rental for the first five years for any lease; 3% of the total base rental for the next five years; 1% for the remainder of the lease term. Total commission will be equal to a minimum of the first month's base rental. cRc Nationwide neither holds nor represents any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: West D. Haradin cRc Nationwide 6135 South Stratler Street, Suite A Murray, UT 84107 Direct Line: (801) 617.1702 Cell Phone: (801) 718.9239 Fax: (801) 617.1701 Email: west.haradin@crcnationwide.com About Hatu Winds Land Co., LC Hatu Winds Land Co., LC, based in Ogden, Utah, filed a Chapter 11 petition (Bankr. D. Utah Case No. 17-20136) on January 9, 2017. The Hon. Joel T. Marker presides over the case. James W. Anderson, Esq., at Clyde Snow & Sessions, to serve as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Elliot Moses, manager. HEMISPHERE MEDIA: Moody's Rates New $225MM Term Loan B 'B2' ----------------------------------------------------------- Moody's Investors Service assigned a B2 (LGD4) rating to Hemisphere Media Holdings, LLC proposed $225 million senior secured term loan B. The proceeds from the offering will be used to repay its existing term loan. Moody's expects the transaction to favorably improve the company's maturity profile by extending the redemption date of the term loan by four years, while reducing the cost of borrowing. The Corporate Family Ratings remains unchanged, and the outlook stable. Assignments: Issuer: Hemisphere Media Holdings, LLC -- Senior Secured Bank Credit Facility, Assigned B2 (LGD4) RATINGS RATIONALE Hemisphere's B2 Corporate Family Rating reflects its small scale and dependence on ad revenues from a single broadcast station in a very weak economy, Puerto Rico. In addition, the company's substantial reliance on licensing its content and programming from third party distributors, exposes the company to risk if rights are lost, restricted, priced higher, or devalued. The company's business model is also vulnerable to seasonal and cyclical ad demand that is driven by economic changes and political elections. Competitive risks have also been building with the emergence of new entrants developing alternate sources of content and new digital delivery systems to programmatically, and more effectively measure success, selling ads on social media platforms and mobile devices, over the internet. The ratings are supported by Hemisphere's focus on the high-growth Spanish-speaking populations in the U.S. and Latin America. The company delivers content to its audience through its five major Spanish-language cable networks in the U.S., two cable networks in Latin America and the leading broadcast network in Puerto Rico. Its established brands attracts subscribers, ad demand and affiliate interest. The company's revenue model is also well balanced with approximately 50% of net revenues from retransmission and subscriber fees contributed by recurring, growing, and very high incremental gross margin (excluding the fixed operating costs in the business). The strength in the company's market position, programming, and business model is evident in EBITDA margins (Moody's adjusted) that are near 50%, higher than most of its larger peers in Moody's rated sector universe. In addition to these strengths, Hemisphere also maintains relatively conservative financial policies with modest leverage. While management's acquisition strategy, lack of scale, and reliance on the Puerto Rico economy for the majority of its ad revenue has been a constraint, Moody's could consider an upgrade if leverage (Moody's adjusted debt to 2-year average EBITDA) is sustained comfortably below 3.75x and free cash flow to debt (Moody's adjusted) is sustained above 12%. Positive rating action would also be contingent on maintaining good liquidity and there is a low probability of near term event risks including leveraged transactions or material unfavorable changes in regulation, competitive position, financial policy, capital structure, operating performance, or the business model. Management would also need to successfully execute its acquisition strategy. Ratings could be downgraded if leverage (Moody's adjusted debt to 2-year average EBITDA) is sustained above 5.0x. Moody's would also consider negative rating action if revenue growth slows, liquidity erodes, leverage rises with debt-financed transactions, or there were material unfavorable changes in regulations, competitive position, financial policies, capital structure, operating performance or the business model. The principal methodology used in these ratings was Global Broadcast and Advertising Related Industries published in May 2012. Hemisphere Media Holdings, LLC ("Hemisphere"), headquartered in Miami, FL, is a U.S. Spanish-language TV and cable network business serving the Hispanic population in the U.S. and Latin America. Hemisphere owns and operates Cinelatino (a Spanish-language cable movie network), WAPA TV (a leading broadcast station in Puerto Rico), and WAPA America (a Spanish-language cable network targeting Puerto Rican and other Caribbean Hispanics living in the U.S.). In April 2014, the company acquired three Spanish-language cable television networks, Pasiones (a Spanish-language telenovela and drama series cable network), Centroamerica TV (a Spanish-language cable network targeting Central Americans living in the U.S.), and TV Dominicana (a Spanish-language cable network targeting Dominicans living in the U.S.), from Media World, LLC. In November of 2016, Hemisphere announced it entered a partnership and acquired the broadcast license for Canal Uno, a national broadcast station in Colombia. Revenue for LTM September 30, 2016 was $135 million with more than 90% generated in the U.S. HPIL HOLDING: Hires VStock Transfer as Transfer Agent ----------------------------------------------------- HPIL Holding has retained the services of VStock Transfer, LLC, as its transfer agent effective Nov. 9, 2016, as disclosed in Form 8-K report filed with the Securities and Exchange Commission on Feb. 3, 2017. About HPIL Holding HPIL Holding (formerly Trim Holding Group) was incorporated on Feb. 17, 2004, in the state of Delaware under the name TNT Designs, Inc. A substantial part of the Company's activities were involved in developing a business plan to market and distribute fashion products. On June 16, 2009, the majority interest in the Company was purchased in a private agreement by Mr. Louis Bertoli, an individual, with the objective to acquire and/or merge with other businesses. On Oct. 7, 2009, the Company merged with and into Trim Nevada, Inc., which became the surviving corporation. The merger did not result in any change in the Company's management, assets, liabilities, net worth or location of principal executive offices. However, this merger changed the legal domicile of the Company from Delaware to Nevada where Trim Nevada, Inc. was incorporated. Each outstanding share of TNT Designs, Inc. was automatically converted into one share of the common stock of Trim Nevada, Inc. Pursuant to the merger, the Company changed its name from TNT Designs, Inc. to Trim Holding Group and announced the change in the Company's business focus to health care and environmental quality sectors. Afterwards the Company determined it no longer needed its inactive subsidiaries, and as such, all three subsidiaries were dissolved. On May 21, 2012, the Company changed its name to HPIL Holding. MNP LLP, in Mississauga, Ontario, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred continuing losses and negative cash flows from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss and comprehensive loss available to common shareholders of $92,659 following a net loss and comprehensive loss available to common shareholders of $456,589 for the year ended Dec. 31, 2014. As of Sept. 30, 2016, the Company had $6.80 million in total assets, $80,875 in total liabilities, all current, $6.72 million in total stockholders' equity. HTH LEARNING: Fitch Affirms BB+ Ratings on 2008A/B Revenue Bonds ---------------------------------------------------------------- Fitch Ratings has affirmed the ratings for educational facility revenue bonds issued by the California Municipal Finance Authority on behalf of HTH Learning (HTHL): -- $4,365,000 (High Tech High projects) series 2008A (Media Arts) at 'BB+'; -- $18,200,000 (High Tech High projects) series 2008B (Chula Vista) at 'BB'. The Rating Outlook is Stable for both. SECURITY Lease payments received by HTHL from High Tech High Media Arts (HTHMA) secure the series 2008A bonds. Lease payments received by HTHL from High Tech High Chula Vista (HTHCV) secure the series 2008B bonds. HTHCV's series 2008B bonds also have a subordinate pledge of up to $600,000 annually from revenues generated by certain other HTHL schools, as well as a mortgage lien on the Chula Vista facility. Both bond series have a cash-funded debt service reserve fund (DSRF). KEY RATING DRIVERS SPECULATIVE-GRADE CHARACTERISTICS: The 'BB+' and 'BB' ratings, respectively, reflect HTHMA and HTHCV's speculative-grade financial attributes, including relative high debt burdens, modest balance sheet ratios consistent with the rating categories, and positive but modest debt service coverage. SEPARATELY SECURED BONDS: The series 2008A and the 2008B bonds are separately secured, warranting the distinct ratings. Fitch views HTHCV's credit profile (high debt burden and a debt service subsidy) as weaker than HTHMA's, supporting the one-notch rating distinction. SOLID DEMAND: Both HTHMA and HTHCV have demonstrated good demand, supported by a network of HTHL elementary and middle school campuses that feed into the two high schools. LIMITED FINANCIAL FLEXIBILITY: Despite sound academic performance and favorable enrollment, HTHMA and HTHCV operate in improving but constrained financial environments. HTHCV has some reliance on a debt service subsidy, although the subsidy continues to decline. Both schools are dependent on state per-pupil funding, and both have limited, but improving balance sheets. RATING SENSITIVITIES OPERATING PERFORMANCE: Weakened debt service coverage or operating margins for either High Tech High Media Arts (HTHMA) or High Tech High Chula Vista (HTHCV), which is not expected, could stress the respective ratings. ELIMINATION OF SUBSIDY PAYMENTS: An elimination of the need for a subsidy payment combined with stable-to-improving debt service coverage and balanced operations could lead to an upgrade at HTHCV. STANDARD CHARTER RENEWAL RISK: A limited financial cushion, substantial reliance on enrollment-driven per-pupil funding, and charter renewal risk are credit concerns common among all charter school transactions that, if pressured, could affect the ratings negatively. CREDIT PROFILE HTHL is the non-profit parent of several affiliates, including HTH. HTH operates 13 charter schools, all in San Diego County. The various schools operate on three campuses, with each campus housing a complement of elementary, middle, and high schools to provide academic services. HTHL owns the facilities leased to the respective charter schools, and provides supervision, oversight, and coordination across its affiliated charter schools. All of HTHL's charter schools are authorized by either the San Diego Unified School District (SDUSD) or under a statewide benefit charter from the California Department of Education/Charter Schools Division (CDE/CSD). HTHMA serves 400 grade 9-12 students at the HTH Village in San Diego. HTHMA is one of several HTH schools located on a campus on a former Navy base in Point Loma. HTHMA was founded in fall 2005, and operates under a SDUSD charter. The current five-year charter extends through 2019. SDUSD reports that HTHMA is in compliance with charter standards. HTHCV opened in fall 2007 and is authorized by CDE/CSD. HTHCV recently was reauthorized for a new five-year charter that extends until 2022. The school serves 623 grade 9-12 students. Fitch was unable to speak with a representative from CDE/CSE prior to publication. Given that HTHCV's charter was renewed in January 2017 and the school's strong student demand and stable financial position, these suggest HTHCV is in good standing. STRONG STUDENT DEMAND Strong student demand at HTHMA and HTHCV supports operating performance. At HTHMA, enrollment for fall 2016 remained stable and consistent at 400 students. At HTHCV, enrollment decreased to 623 students from 639 students in fall 2015, as part of a planned process to decrease enrollment given capacity constraints. Both schools are routinely over-subscribed with 2-3 times the applications for every available seat. As such, HTH uses lotteries to select students. HTHMA AND HTHCV FINANCIALLY STABLE HTHMA and HTHCV generally generate positive operating margins, with improved results in fiscal 2016. Per-pupil aid is the dominant funding source for the schools, as is typical with charter schools. HTHMA recorded an operating margin of 4.2% in fiscal 2016, improved from 2.9% in fiscal 2015. HTHMA's operating margin averaged 3.1% over the last five years. HTHCV's operating margin improved to an impressive 13.2% in fiscal 2016 from 5.4% in fiscal 2015. HTHCV's operating margin averaged 6.1% over the last five years. A significant state per-pupil funding increase of more than 10% was the single biggest factor contributing to the strong results in fiscal 2016. Management estimates a 5% per-pupil funding increase for fiscal 2017. Fitch views the improved per-pupil funding environment, combined with solid demand and stable enrollment, as supporting positive operating performance. HTHCV receives a subsidy from the other HTHL schools at Point Loma to meet its annual transaction maximum annual debt service (TMADS) obligation of $1.3 million. With the subsidy, debt service coverage is consistently above 1x and was 1.6x in fiscal 2016. The subsidy pledge is as much as $600,000 per year, and has declined in recent years due to stronger operations at HTHCV. The subsidy was lowered to $450,000 in fiscal years 2013 and 2014, just under $220,000 in fiscal 2015, and just under $200,000 in fiscal 2016. Recently HTHCV was awarded a three-year Charter School Facilities Incentive Grant in the amount of $187,500 per year that will allow the subsidy to be reduced further. Management reports the Point Loma Facilities have ample capacity to continue the subsidy at the maximum $600,000 level if required, but there is no expectation that the full amount will be needed in the future. Fitch views the moderating level of subsidization favorably and upgrade potential for HTHCV exists if the subsidy is eliminated, debt service coverage remains stable to improving, and operations are balanced. LIMITED FINANCIAL FLEXIBILITY The balance sheet cushions at HTHMA and HTHCV remain narrow although improved. Liquidity remains a credit concern, as is the case for many other Fitch-rated charter schools. For HTHMA, available funds (AF; unrestricted cash and investments) at fiscal year-end 2016 (June 30) improved to $842,000 from $473,000 at fiscal year-end 2015. As a result, AF-to-operating expenses improved to 19.5% from 12.3% and AF-to-debt improved to 19.3% from 10.7% over the period. Similarly, HTHCV's AF increased $1.63 million at fiscal year-end 2016 from $0.69 million at year-end 2015. As a result, AF-to-operating expense improved to 25.3% from 11.8%, while AF-to-debt improved to a still thin 8.9% from 3.7%. HTH management reports that liquidity is managed on a pooled basis at the HTHL and Affiliates level. At fiscal year-end 2016, AF for HTH Learning and Affiliates was approximately $16.3 million, down slightly from $16.9 million at year-end 2015. AF-to-operating expense measured 28% at year-end 2016, down from 34% at year-end 2015. HTH used restricted Foundation cash to pay off a loan to RCV Investment Fund. As a result, total debt at HTH Learning and Affiliates at year-end 2016 decreased to $70.9 million from $86.6 million at year-end 2015; AF-to-total debt improved to 23.1% to 19.5%. MIXED DEBT BURDEN RATIOS HTHMA's debt burden is high but improved, decreasing to 13.7% in fiscal 2016 from 15.6% in fiscal 2015 (Fitch bases this calculation on the $620,000 annual lease payment due to HTHL; Actual series 2008A bond debt service is less). TMADS debt burden improved to 6.8% in fiscal 2016 from 7.7% in fiscal 2015, while HTHMA's TMADS coverage improved to 1.6x from 1.4x. Debt-to-net income available for debt service improved to 8.7x in fiscal 2016 from 10.6x in fiscal 2015. HTHCV's ratios are weaker, reflecting the younger age of the school, higher debt leverage, and reliance on a pledged debt service subsidy. TMADS represented 17% of fiscal 2016 operating revenue, improved from 21% in fiscal 2015 and consistently improved in recent years. Similarly, debt-to-net income available for debt service improved to 8.6x in fiscal 2016 from 11.4x in fiscal 2015. HTH has defined benefit pension plans. Certified HTH employees participate in the California State Teachers' Retirement System (CalSTRS) and non-certified employees participate in the California Public Employees' Retirement System (CalPERS). HTHL received a large gift in fiscal 2014, allowing it to purchase a former public school site for a prospective fourth campus housing K-12 students. At this time, management is estimating total cost for the three schools is between $40 million and $45 million, primarily for renovation and a portion for new construction for additional high school classrooms; timing and funding alternatives are being explored and may include public support per the recent voter approval of Proposition 51. IHEARTCOMMUNICATIONS INC: Fitch Ups LT Issuer Default Rating to CC ------------------------------------------------------------------ Fitch Ratings has downgraded iHeartCommunications, Inc.'s Long-Term Issuer Default Rating (IDR) to 'RD' from 'C' following the closing of the distressed debt exchange (DDE) offer to holders of the 10% senior notes due 2018. Subsequently, Fitch upgraded iHeart's Long-Term IDR to 'CC' from 'RD', which Fitch believes is reflective of the post-DDE credit profile. Fitch has affirmed all of iHeart's individual issue ratings and affirmed the IDRs for Clear Channel Worldwide Holdings, Inc. (CCWW) and Clear Channel International B.V. (CCIBV) at 'B'. CCWW and CCIBV are indirect, wholly-owned subsidiaries of Clear Channel Outdoor Holdings, Inc. (CCOH), iHeart's 89.9%-owned outdoor advertising subsidiary. The Rating Outlook on the outdoor subsidiaries is Stable. A full list of rating actions follows at the end of this release. The upgrade to 'CC' reflects Fitch's belief that while the distressed exchange modestly improved liquidity by reducing the next maturity hurdle coming due in January 2018 by $235 million, the company's capital structure remains unsustainable and iHeart could pursue a broader restructuring of its capital structure over the near-term. Fitch notes that pro forma for the recent exchange offer, iHeart has $287 million in notes maturing in 2018 ($112 million of remaining 10% senior unsecured notes due Jan. 15, 2018, net of the $262 million held by subsidiaries of iHeart, and $175 million of 6.875% senior unsecured notes maturing June 15, 2018). Notably, the company's asset-based lending (ABL) facility, which had $330 million outstanding, matures in December 2017 and iHeart faces an $8.3 billion maturity wall in 2019. On February 6, iHeart announced the expiration of its exchange offer targeting the 10% senior unsecured notes due 2018. Of the $347 million held by public holders, roughly $235 million (68% of aggregate principal held by public holders) was tendered in the exchange. The $503 million in notes tendered by the two iHeart subsidiaries will be prorated so iHeart remains in compliance with the senior debt capacity under its indentures. iHeart expects to issue roughly $476 million of new 11.25% priority guarantee notes (PGNs) including $235 million to public holders and $241 million to the iHeart subsidiaries. The new notes will be issued under the indenture governing the existing 11.25% PGNs and will have the same terms. The 11.25% senior secured PGNs due 2021 have a first-priority interest and a mortgage pledge in the stock of iHeart and the intercompany debt of wholly owned domestic subsidiaries of iHeart that are not restricted by the legacy note indenture. The 11.25% PGNs also have a first-priority interest in the non-principal properties and have a perfected second-priority interest in the receivables collateral securing the ABL facility. RATING SENSITIVITIES Positive: Fitch does not currently anticipate a further rating upgrade given iHeart's unsustainable capital structure and Fitch expectation that the company is likely to conduct additional debt restructuring over the near term. Negative: Given the company's unsustainable capital structure, Fitch believes there is limited room at the current rating level for deterioration in the company's operating performance or liquidity profile. An inability to repay or extend maturities would result in a downgrade. Lastly, indications that a DDE is probable in the near term would also drive a downgrade. FULL LIST OF RATING ACTIONS Fitch has downgraded the following: iHeartCommunications, Inc. -- Long-Term IDR to 'RD' from 'C'. Fitch has upgraded the following: iHeartCommunications, Inc. -- Long-Term IDR to 'CC' from 'RD'. Fitch has affirmed the following: iHeartCommunications, Inc. -- Senior secured term loans at 'CC/RR4'; -- Senior secured priority guarantee notes at 'CC/RR4'; -- Senior unsecured guarantee notes due 2021 at 'C/RR6'; -- Senior unsecured legacy notes at 'C/RR6'. Clear Channel Worldwide Holdings, Inc. -- Long-Term IDR at 'B'; -- Senior unsecured notes at 'BB-/RR2'; -- Senior subordinated notes at 'B-/RR5'. Clear Channel International B.V. -- Long-Term IDR at 'B'; -- Senior unsecured notes at 'BB-/RR2'. IHEARTCOMMUNICATIONS INC: Moody's Affirms CFR Over Debt Exchange ---------------------------------------------------------------- Moody's Investors Service considers iHeartCommunications, Inc.'s debt exchange of $476 million of senior unsecured notes due 2018 for a like amount of Senior Secured PGN due 2021 to be a distressed exchange. Moody's affirmed the Caa2 corporate family rating (CFR) and the Caa3-PD/LD Probability of Default Rating (with the /LD suffix added for one day). The newly issued 11.25% Priority Guarantee Note (PGN) due 2021 (which will be issued as additional notes under the existing 11.25% PGN indenture) was assigned a Caa1 (LGD2). The outlook remains negative. Moody's assessed the transaction as comprising a distressed exchange (DE) and a Default due, in part, to the extension of the maturity date beyond its initial terms and the company's very high leverage levels. Accordingly, Moody's has appended the /LD limited default indicator to iHeart's PDR; this will remain for one business day. As the exchange offer extends the maturity date of a small percentage of debt without a reduction in the amount of outstanding debt and a larger more comprehensive debt restructuring is likely in the near term, the existing Caa2 CFR and debt ratings were affirmed at current levels and the outlook remains negative. The outlook also reflects the negative impact the current strength of the US$ will have on iHeart's financial performance in the near term and the company's largely US$ denominated debt structure. Affirmations: Issuer: iHeartCommunications, Inc. -- Corporate Family Rating, Affirmed Caa2 -- Probability of Default Rating, Affirmed at Caa3-PD/LD (with the /LD suffix added for one day) -- Senior Secured Bank Credit Facility, Affirmed Caa1 (LGD2) -- Existing Senior Secured PGN Notes, Affirmed Caa1 (LGD2) -- Senior Unsecured LBO Exchange Note, Affirmed Ca (LGD4) -- Senior Unsecured Notes, Affirmed Ca (LGD5) -- Speculative Grade Liquidity Rating affirmed at SGL-4 Issuer: CCU Escrow Corporation (Assumed by iHeartCommunications, Inc.) -- Senior Unsecured note, Affirmed Ca (LGD5) Assignment: Issuer: iHeartCommunications, Inc. -- New Priority Guarantee Note due 2021, Assigned Caa1 (LGD2) Outlook Actions: Issuer: iHeartCommunications, Inc. -- Outlook, remains Negative RATINGS RATIONALE iHeart's Caa2 CFR reflects the very high leverage level of 11.9x on a consolidated basis as of Q3 2016 (pro-forma for asset sales, but excluding Moody's standard lease adjustments), negative free cash flow, and weak interest coverage of approximately 0.9x. Higher interest rates following the extension of its debt maturities leave the company vulnerable to a slowdown in the economy given the heightened sensitivity that its radio and outdoor businesses have to consumer ad spending. The combination of higher interest rates and lower EBITDA in the event of a future economic downturn could materially impair its already weak interest coverage and liquidity position. In addition, there are secular pressures on its terrestrial radio business that could weigh on results as competition for advertising dollars and listeners are expected to remain high going forward. Efforts to improve its liquidity position over the past few years have led to higher expenses or lower EBITDA as assets are sold. Also incorporated in the rating, is the expectation that leverage will remain high over the rating horizon compared to the underlying asset value of the firm and the company will remain poorly positioned to withstand an economic recession or any material weakness in terrestrial radio in the future. Despite the company's highly leveraged balance sheet, iHeart possesses significant share, geographic diversity and leading market positions in most of the over 150 markets in which the company operates. The company benefits from the strength of its iHeartRadio service and its live events as well as the outperformance of its terrestrial radio business. The rating also reflects the 90% ownership stake in Clear Channel Outdoor Holdings Inc. (CCOH) which is one of the largest outdoor media companies in the world, although it is not a guarantor to iHeart's debt. Its outdoor assets generate attractive EBITDA margins, good free cash flow, and will benefit from digital billboards that offer higher EBITDA margins than static billboards. The SGL-4 liquidity rating reflects the company's weak liquidity profile, although Moody's expects iHeart will continue to make required interest and principal payments in the near term. The company has a $543 million cash balance as of Q3 2016 (which includes $394 million held at CCOH). In October 2016, the company sold its International outdoor business in Australia for cash proceeds of $204 million which increases the cash available at CCOH. iHeart's $535 million ABL revolver matures in December 2017 and has $230 million outstanding on the facility as of Q3 2016 and an additional draw of $100 million was made in Q4 2016. Moody's expects the company will also look to extend the 2017 maturity of its ABL revolver in the near term. In July 2016, iHeart's subsidiary repurchased $383 million of its 10% senior notes due 2018 at a discount for an aggregate purchase price of approximately $222 million. Following the recent exchange offer, $374 million of 10% senior notes due 2018 will remain outstanding with $262 million owned by the company's subsidiaries. In addition, $175 million of 6.875% senior notes are also due in 2018. In 2019, $8.3 billion of debt comes due which increases the need to improve its balance sheet if the company is to avoid a default at maturity. Moody's projects free cash flow to be negative for the foreseeable future absent a dramatic reduction of its debt obligations, although the company is expected to continue to have the ability to sell assets to enhance its liquidity position. The company has spent $305 million in capex over the LTM as of Q3 2016 and Moody's expects capex will continue in this range going forward. iHeart has a Corporate Services Agreement with CCOH that allows for free cash flow generated at CCOH to be up streamed to iHeart. There is a revolving promissory note due from iHeart to CCOH in the amount of $770 million as of Q3 2016 which is payable on demand. Moody's expects the amount due to generally remain below $1.15 billion (given current ownership and shares outstanding) as balances at approximately that level would likely lead to a demand for a paydown and a subsequent dividend to all shareholders (iHeart would receive approximately 90% given their ownership position). iHeart has a substantial cushion under its secured leverage covenant of 8.75x as of Q3 2016 (which excludes the senior notes at Clear Channel Worldwide Holdings, Inc.). The current secured leverage metric defined by the terms of the credit agreement, is calculated net of cash, at 6.6x as of Q3 2016. The company also has the ability to buy back its term loans through a Dutch auction. The recent exchange offer reduces the amount of unsecured debt in the capital structure which would absorb a materially higher loss rate than the senior secured debt in a default scenario. Additional reductions in unsecured debt would likely lead to a downgrade of the senior secured debt ratings to Caa2 which would be in line with the current Caa2 CFR. The negative outlook reflects the elevated risk of a restructuring of iHeart's debts which Moody's would likely characterize as a Limited Default. Moody's expects EBITDA growth to be relatively flat to negative in 2017 due to the headwinds expected from the strong US$ and the decline in political ad spend in 2017 which will offset positive growth on a constant currency basis at its international operations. Additional asset sales to improve liquidity are also possible which would reduce EBITDA and lead to higher leverage. An upgrade in the near term is unlikely due to the high leverage, weak liquidity, and the risk of another distressed exchange. However, a reduction in leverage to well under 10x with sustained revenue and EBITDA growth could lead to an upgrade. Free cash flow would have to be positive with a free cash flow to debt ratio of at least 1.5%. Confidence that any pending debt maturities would be met would also be required. The rating would be downgraded if EBITDA were to materially decline due to economic weakness or if secular pressures in the radio industry escalate so that leverage increased above 13x. Ratings would also be lowered if a default was likely and another distressed exchange would likely be considered a Limited Default by Moody's. A deterioration in its liquidity position could also lead to negative rating pressure. The principal methodology used in these ratings was Global Broadcast and Advertising Related Industries published in May 2012. iHeartCommunications, Inc. (fka Clear Channel Communications, Inc.) with its headquarters in San Antonio, Texas, is a global media and entertainment company specializing in mobile and on-demand entertainment and information services for local communities and advertisers. The company's businesses include digital music, radio broadcasting and outdoor displays (via the company's 90% ownership of Clear Channel Outdoor Holdings Inc. ("CCOH")). iHeart's consolidated revenue for the LTM period ending Q3 2016 was approximately $6.3 billion. IHEARTMEDIA INC: S&P Lowers CCR to 'SD' on Debt Exchange -------------------------------------------------------- S&P Global Ratings said that it lowered its corporate credit rating on iHeartMedia Inc. and its subsidiary iHeartCommunications Inc. to 'SD' (selective default) from 'CC'. At the same time, S&P lowered its issue-level rating on iHeartCommunications' $850 million senior unsecured notes due 2018 to 'D' from 'CC'. The recovery remains '6', indicating S&P's expectation for negligible (0%-10%) recovery of principal in the event of a default. "The downgrade follows iHeartMedia's recent announcement that it has exchanged $476.4 million principal amount of iHeartCommunications' senior unsecured notes due 2018 for $476.4 million 11.25% senior secured priority guarantee notes due 2021," said S&P Global Ratings' credit analyst Jeanne Shoesmith. "We view the debt exchange as tantamount to a default, based on our criteria." Noteholders who accepted the exchange are extending the debt maturity by a little over three years and are accepting securities that are equivalent to notes currently trading roughly 25% below par. Barring an additional offer to exchange debt over the next few days, S&P expects to raise its corporate credit ratings on both companies to the 'CCC' category. S&P believes that iHeartMedia's total debt load of more than $20 billion is unsustainable and the company faces additional risk of default in 2017. INNOVATIVE CONSTRUCTION: Sale of Real Property to Fund Plan ----------------------------------------------------------- Innovative Construction, Inc., filed with the U.S. Bankruptcy Court for the Western District of Pennsylvania a second amended disclosure statement to accompany its second amended Chapter 11 plan dated Feb. 3, 2017, which provides a 100% payment to all creditors. The total amount available for distribution to unsecured creditors is $ 2,949,567.50 while the general unsecured non-tax claims total $4,500. The initial plan designated Lawrence County with a general unsecured tax claim totaling $132,963.69. The Plan will be funded through the sale of the Debtor's real property. The previous plan stated that the Debtor's income is going to increase from $0/month to $9,000/month. Commencing Aug. 1, 2016, the Debtor will receive monthly lease payments from the tenant of its building in the amount of $4,000 per month. Additionally, the Debtor has entered into a contract with Sandro, LLC, which will purchase $5000 of the Debtor's sand and gravel deposits on a monthly basis. This will be the Debtor's source of funds for planned payments, including funds necessary for capital replacement, repairs, or improvements. The Second Disclosure Statement is available at: http://bankrupt.com/misc/pawb16-20088-78.pdf About Innovative Construction Innovative Construction, Inc., leases real property to Caravan II, LLC, which operates a hotel and restaurant. It also owns sand and gravel deposits. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-20088) on Jan. 12, 2016. The petition was signed by Linda Menichino, president. The Debtor is represented by Robert O. Lampl, Esq. The case is assigned to Judge Jeffery A. Deller. The Debtor estimated both assets and liabilities in the range of $1 million to $10 million. IRON BRIDGE TOOLS: Can Use BCF Cash Collateral on Final Basis ------------------------------------------------------------- Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern District of Florida authorized Iron Bridge Tools, Inc. to use cash collateral on a final basis. Judge Ray held that for so long as the Debtor is authorized to use cash collateral, Bridgeport Capital Funding, LLC will continue to operate under the terms and conditions set forth in the Factoring Agreements, Final Factoring Order and the Final Cash Collateral Order. Further, Judge Ray authorized Bridgeport Capital to fund and the Debtor to obtain, postpetition factor advances and/or over advances on Receivables to be generated in the future and/or from existing purchase orders in addition to the prior Factor Advance in accordance with the terms and conditions set forth in the Final Cash Collateral Order. Under the Factoring Agreements, Bridgeport Capital advanced funds to the Debtor through the financing and/or sale of Receivables at a discounted rate. As part of the Factoring Agreement, the Debtor granted Bridgeport Capital a first priority security interest and lien presently existing in and on all of the Debtor's rights, title and interest in any and all personal property and fixtures. As of the Petition Date, the Debtor owes Bridgeport Capital, for advances under the Factoring Agreement, the approximate principal amount of $405,211, plus all interest, fees, costs, legal expenses and other amounts accruing thereon. Bridgeport Capital was granted valid, binding, enforceable and automatically perfected first priority liens upon all of the Debtor's rights, title and interest in any and all personal property and fixtures including, but not limited to, all inventory purchased with the Factor Advance and/or Additional Factor Advance notwithstanding any prepetition agreements that may exist between the Debtor and Bridgeport Capital and any other creditor with respect to all Collateral, inventory and property of the estate. Bridgeport Capital was also granted a super-priority claim with respect to all monies advanced to the Debtor pursuant to the Factor Advance and/or Additional Factor Advance wherever located and whether created, acquired or arising prior to, on or after the Petition Date. Bridgeport Capital will be refunded and repaid for the advances made or for Additional Factor Advances that will be made to the Debtor, as follows: (a) Bridgeport Capital will set up and maintain a separate IBT Over Advance Account to track and account for the Additional Factor Advance funds advanced to the Debtor under the Orders and Factoring Agreements, and will transfer the present post-petition Factor Advance balances due Bridgeport Capital to the IBT Over Advance Account; (b) Bridgeport Capital will fund, or has funded, the Additional Factor Advance up to the amount of $484,789, the THD Refund, as an over advance to Iron Bridge in incremental disbursements from the Lock Box, which will be deemed and considered a super-priority administrative expense claim with all protections afforded Bridgeport Capital under the Orders; (c) The Debtor will repay Bridgeport Capital the balance due on the Additional Factor Advance and any other indebtedness owed in the IBT Over Advance Account according to the following payment schedule: (i) Bridgeport Capital will be entitled and authorized to withhold an additional 5% from the Factoring Formula Amount on each new post-petition Receivable factored, for a total factor advance of 71% to the Debtor; (ii) Bridgeport Capital will be entitled and authorized to retain and apply the Factoring Discount to the pay down the IBT Over Advance Account until such time as the Additional Factor Advance is paid and satisfied in full; (iii) Bridgeport Capital will be entitled and authorized to retain in the Reserve Account a minimum amount of $20,000 per month and maximum amount of $110,000 per month toward the IBT Over Advance Account in addition to any other Reserves necessary to maintain the Debtor within formula under the Factoring Agreements; and (iv) Bridgeport Capital will be entitled and authorized to charge and collect as part of the IBT Over Advance Account an inception fee and monthly charges of 1.65% on the Additional Factor Advance, which amounts will be added to the IBT Over Advance Account, until paid and satisfied in full. Bridgeport Capital will also be entitled to an administrative priority claim in the amount, by which the protections afforded for the Debtor's use, sale, consumption or disposition of any Collateral prove to be inadequate. The Debtor's authority to use cash collateral will terminate upon the soonest to occur of the following events or conditions of default: (a) failure of the Debtor to cure or otherwise these all conditions for the suspension of cash collateral use: (i) the Debtor has failed to discharge any duty or other obligation imposed upon it in the Final Cash Collateral Order, Interim Orders, and/or Final Factoring Order, or has otherwise violated any requirement or condition to use of Cash Collateral provided in the Orders and such failure has not been cured or otherwise remedied; (ii) the Debtor has failed to confirm a Chapter 11 Plan of Reorganization, as may be amended which, among other things, provides for the repayment of all Post-Petition Debts and/or administrative expense claims (super-priority claims) of Bridgeport Capital ; and (iii) there is pending any motion by the Debtor, Committee, U.S. Trustee and/or other creditor of the estate to dismiss or convert the Debtor's Chapter 11 Case to a case under Chapter 7. (b) the Effective Date of any Plan proposed by the Debtor or jointly with the Committee, in the Chapter 11 Bankruptcy Case; (c) the appointment of a Chapter 11 of Chapter 7 trustee in the Debtor’s Bankruptcy Case; (d) the Chapter 11 Bankruptcy Case is converted to a Chapter 7 case or dismissed; (e) the Court enters an order granting BCF relief from the automatic stay or prohibiting the use of Cash Collateral by Debtor; or (f) the Final Cash Collateral Order is amended, vacated, stayed, reversed or otherwise modified by the Court and/or without the prior written consent of Bridgeport. A full-text copy of the Final Order, dated February 2, 2017, is available at https://is.gd/XdbVv0 About Iron Bridge Tools, Inc. Iron Bridge Tools, Inc., is a Florida corporation, founded in 2006. The Debtor manufactures and wholesales hand tools with operations in Florida, Georgia, California, Canada and China. Iron Bridge Tools manufactures for major retailers and designers such as Home Depot, Skil, OVC, Best Buy, Target, OSH, Advance Auto Parts, ROSS, Carquest among others. The Debtor's current corporate headquarters is located at 6820 Lyons Technology Circle, Suite 250, Coconut Creek, Florida 33073. The Debtor receives substantially all of its income from importing, manufacturing and wholesaling hand tools, which includes licensing of major brands names such as Husky, Bosh, and Skil to name a few. Iron Bridge Tools, Inc. filed a chapter 11 petition (Bankr. S.D. Fla. Case No. 16-17505) on May 25, 2016. The petition was signed by Glenn Robinson, president. The case is assigned to Judge Raymond B. Ray. The Debtor estimated assets of $1 million to $10 million and debts of $10 million to $50 million. The Debtor is represented by Craig A. Pugatch, Esq., at Rice Pugatch Robinson Storfer & Cohen, PLLC. The Debtor employed Frank Smith, Esq., at FMS Lawyer Law Firm as its special litigation/transactional counsel; Dan M. Delarosa, Esq., as its Special Patent Counsel; Emil Braca, Esq., as its Special Intellectual Property Infringement and Investigation Counsel. The Debtor hired Michael Moecker & Associates, Inc. as its financial advisor. Guy Gebhardt, acting U.S. trustee for Region 21, on June 21 appointed three creditors of Iron Bridge Tools, Inc., to serve on the official committee of unsecured creditors. The committee members are: (1) Bonnie Giourgas, (2) Michael Block, and (3) Tony Kriz. The Committee tapped Eyal Berger, Esq., at Akerman LLP as its legal counsel. IRVIN & ASSOCIATES: Latest Plan Outline Discloses Future Mgt. ------------------------------------------------------------- Irvin & Associates Inc. on Feb. 2 filed with the U.S. Bankruptcy Court for the Northern District of Texas the company's latest disclosure statement, which explains its Chapter 11 plan of reorganization. The document discloses that Billy Irvin, a principal of Irvin & Associates, will continue the management and operation of the company's business and that Mr. Irvin currently does not receive compensation for his services. According to the disclosure statement, Mr. Irvin proposes to pay himself $1,500 a month from his pool business when the business picks up in the summer. He will only pay himself after all creditor claims are paid each month and if there are sufficient funds on hand to pay him. The document also discloses that the estimated amount of administrative claims asserted against the company is less than $1,000, while the estimated amount of professional fee claims is $10,000. There are no known priority unsecured tax claims against Irvin & Associates, according to the latest disclosure statement. A copy of the first amended disclosure statement is available for free at https://is.gd/Z8OkdZ About Irvin & Associates Irvin & Associates, Inc. owns several tracts of real property. They all have been encumbered by liens to Steadfast Funding. The Debtor fell behind on its payments to Steadfast prior to the filing of this case. The Debtor's primary business was servicing pools but the Debtor has not been able to do as much work because the owners have been in poor health over the last few years. The properties were also impacted by the ATMOS pipeline that runs across one of the properties that has negatively impacted the value of the property. The Debtor has claims against ATMOS for the damage to the property and its loss in value. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 16-32634) on July 1, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Joyce W. Lindauer Attorney, PLLC. IRVIN & ASSOCIATES: March 8 Plan, Disclosures Hearing ----------------------------------------------------- Judge Barbara J. Houser of the U.S. Bankruptcy Court for the Northern District of Texas conditionally approved the second amended disclosure statement to accompany the second amended plan of reorganization filed by Irvin & Associates, Inc. on Feb. 2, 2017. March 1, 2017, is fixed as the last day for filing and serving written objections to final approval of the disclosure statement or confirmation of the proposed Chapter 11 Plan. March 1, 2017, is fixed as the last day for filing written acceptances or rejections of the proposed Chapter 11 Plan. Ballots accepting or rejecting the Plan must be received by 5:00 p.m. (CDT). The hearing to consider final approval of the disclosure statement and to consider the confirmation of the proposed Chapter 11 Plan is fixed and shall be held on March 8, 2017, at 1:15 p.m. in the courtroom of the Honorable Chief Bankruptcy Judge Barbara J. Houser, United States Bankruptcy Court, 1100 Commerce Street, 14th Floor, Dallas, Texas. Under the second amended plan, each holder of an Allowed General Unsecured Claim shall be paid their pro-rata share of $250 a month over 1 year at an interest rate of 2% per annum as of the Confirmation Date, beginning on the 15th of the first month following the Effective Date. The Debtor will fund the Plan from ongoing operations and then from the sale of the final piece of real property. The Debtor will keep current its post-petition payables. The Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/txnb16-32634-11-55.pdf About Irvin & Associates Irvin & Associates, Inc., owns several tracts of real property. They all have been encumbered by liens to Steadfast Funding. The Debtor fell behind on its payments to Steadfast prior to the filing of this case. The Debtor's primary business was servicing pools but the Debtor has not been able to do as much work because the owners have been in poor health over the last few years. The properties were also impacted by the ATMOS pipeline that runs across one of the properties that has negatively impacted the value of the property. The Debtor has claims against ATMOS for the damage to the property and its loss in value. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 16-32634) on July 1, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Joyce W. Lindauer, Esq. J&J TILE: Hires Carkhuff & Radmin as Counsel -------------------------------------------- J&J Tile, Inc., seeks authority from the U.S. Bankruptcy Court for the District of New Jersey to employ Carkhuff & Radmin, P.C. as counsel to the Debtor. J&J Tile requires Carkhuff to assist the Debtor in dealing with creditors on issues unique to the industry for which counsel is familiar as well as working to finalize a Plan. Carkhuff will be paid at these hourly rates: Partners $400 Associates $250-$300 Paralegal $100 Carkhuff will also be reimbursed for reasonable out-of-pocket expenses incurred. Andrew I. Radmin, member of Carkhuff & Radmin, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Carkhuff can be reached at: Andrew I. Radmin, Esq. CARKHUFF & RADMIN, P.C. 598-600 Somerset Street North Plainfield, NJ 07060 Tel: (908) 754-9400 Fax: (908) 753-6562 About J&J Tile, Inc. J&J Tile, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 17-11318) on January 23, 2017, disclosing under $1 million in both assets and liabilities. The Debtor is represented by John D. Horowitz at Horowitz Law Group, PLLC. The Debtor also hired Carkhuff & Radmin, P.C. as counsel, and Ferrentino & Associates as accountant. KHNY INC: EMF Buying Radio Stations for $525K --------------------------------------------- KHNY, Inc., asks the U.S. Bankruptcy Court for the District of Nevada to authorize the sale of Radio Stations KHYZ, Channel 259B, Mountain Pass, California (along with Booster Station KHYZ-FM2, Las Vegas, Nevanda), and KRXV, Channel 251B, Yermo, California, and related assets to Educational Media Foundation ("EMF") for $525,000, subject to overbid. The Debtor owns and operates several radio stations under various call signs. These stations include "Highway Vibe," (1) KHWY-FM, (2) KRXV- FM, (3) KHYZ-FM, "Highway Country" (4) KIXW- FM, (5) KIXF-FM. Furthermore, the company owns the majority interests in The Drive, LLC, a California Limited Liability Company, which owns and operates two additional stations, (6) KHDR-FM, and (7) KHRQ-FM. Although the last two stations are owned by Drive, all of Drive’s operational income and expense have always been directed through the company. John Hearne with Point Broadcasting owns a minority interest in Drive. The FCC has allocated licenses to each of the above stations, and KWHY intends to sell and transfer its interests in those licenses and in the physical assets of the radio stations. The Debtor is the only radio station serving the drive market between Los Angeles, Las Vegas and Kingman, Arizona. It has been broadcasting for more than 30 years, and provides the only contiguous live media between those markets. It provides traffic, weather, entertainment and emergency road information to approximately 63 million motorists who travel those highways each year. It is the designated Emergency Alert System interface between the Southwestern United States and the Central United States as designated and licensed by the FCC and Homeland Security. It is unique as the only broadcast entity licensed to approach a 100% mobile, automotive audience. On Jan. 31, 2017, the Debtor received an offer from EMF to purchase stations KHYZ and KRXV, together with their related equipment, licenses, and other assets required to operate those stations. The Debtor proposes to sell to EMF (if the successful bidder) Radio Stations KHYZ and KRXY and its related equipment, contracts, and assets, and sell to the highest bidder at an auction to be scheduled by the Court all of the remaining assets of the Debtor. The Debtor does not seek to sell the minority interest of John Hearne or Point Broadcasting. In addition, the Debtor seeks to sell its interest in The Drive. The remaining assets that the Debtor desires to sell include, among other assets, the remaining broadcasting equipment and licenses of the various stations that are required to operate the stations, as well as the long standing agreements with the tower owners for use of the various towers required to broadcast. The sale will be subject to approval of the Court and as to the licenses, approval of the FCC. A copy of the list of assets to be sold and the Contract attached to the Motion is available for free at: http://bankrupt.com/misc/KHWY_Inc_15_Sales.pdf Currently, no less than three entities/individuals have expressed an interest in purchasing all or part of the Debtor's assets. The Debtor received an offer from EMF to purchase Radio Stations KHYZ and KRXV from the Debtor for $525,000. Although EMF has signed a letter of intent, a definitive asset purchase agreement has not been signed at the time of the filing of the motion. No offers have been finalized regarding the Debtor's remaining assets, but the Debtor believes that those assets have value, there are interested buyers, and definitive offers will be received in advance of the contemplated auction. The Debtor has had several financial challenges and has been unable to operate at a profit. Initially, in December 2016, the Debtor filed a Chapter 7 petition to allow a Trustee to sell the assets at, what the Debtor believed, would be a lower administrative cost than if a sale were conducted under Chapter 11. However, for the stations to maintain their value, they must remain on the air. The Trustee assigned to the Chapter 7 case determined that the risk in operations was too great to continue operations, and that the assets may be encumbered, and agreed to dismissal of the case so that the Debtor could continue to operate the stations and maintain their value while attempting to negotiate one or more sales of the assets. Furthermore, the Debtor's only secured creditor, What's On Las Vegas, LLC ("WOLV"), has no objection to the sale efforts occurring as part of a chapter 11 case and the Debtor's use of its cash collateral, subject to court approval of the terms of the proposed cash collateral stipulation filed by the Debtor with the court on Feb. 8, 2017. The Debtor asks that the Court set these sale procedures to govern the sale: a. The Debtor requests that the Court approve the sale of Radio Stations KHYZ and KRXV to EMF for $525,000, with a 10% commission being paid to the Debtor's broker from the sale proceeds, subject to the court's approval of the Debtor’s employment of the broker, Spectrum Media, LLC. The sale to EMF would include Stations KHYZ and KRXV, broadcast equipment and all assets related to the Stations' tower sites, as well as the assignment and assumption of the Balboa Master Lease Agreement. b. Within 5 days of approval of thes Motion, EMF must deposit with the Trust Account of Johnson & Gubler, P.C. 5% of the purchase price, or $26,250, which amount will remain in the Trust Account of Johnson & Gubler until further Order of the Court. The sale will close within 10 days of final approval of the transfer of the licenses by the FCC. c. All remaining assets will be sold at an auction to be set by the Court. All bidders must comply with all of the terms set forth, including but not limited to (i) a bid in an amount no less than $100,000, which amount must be used first to pay administrative expenses including (a) a payment to the broker in the amount of 10% of the sales price, (b) payment of attorney's fees and costs to Johnson & Gubler and to Marissa Repp, the attorney who will prepare the FCC transfer documents to the successful bidder, (c) payment to Steve Aronson, the Debtor's accountant for all tax and accounting costs associated with the sale transaction, (d) payment of all U.S. Trustee's fees incurred as a result of the sale, and (e) any other administrative expenses incurred while the case is pending. d. The balance of the sale proceeds shall be paid to satisfy any remaining claim of WOLV up to the satisfaction of its claim (believed to be approximately $544,000). In the event that there are any other amounts left over, those amounts will be paid to unsecured creditors on a pro-rata basis through a Plan of Reorganization.In order to qualify to bid at the auction, all interested bidders will place into the trust account of Johnson & Gubler, P.C. a minimum of 2 business day prior to the Auction a deposit in the amount of $10,000. Any bidder who is not the Successful Bidder will have the deposit returned to them after the conclusion of the auction, in the ordinary course. e. The sale will be subject to the Successful Bidder being approved for licensing by the FCC. It is anticipated that this process may take up to 120 days from the date of the auction. f. The sale proceeds will be held in the Trust Account of Johnson & Gubler until such time as the sale closes, meaning that the sale proceeds have been paid and the FCC has granted final approval of the transfer of the licenses. In the event that the Closing does not occur by Aug. 31, 2017 because of the failure or refusal of the FCC to transfer the licenses, either party has the right to cancel the Escrow by written notice to that party, to the Debtor, and to Johnson & Gubler. g. The Court may approve the sale to the highest qualified bidder, and may accept backup bids in the event that the highest qualified bidder fails to perform. The Successful Bidder's deposit will become non-refundable upon the adjournment of the Auction, unless the Sale fails to close as a result of the Debtor's failure to comply with any condition precedent to the Sale, the Debtor breaches its obligations under the Order or applicable purchase and sale agreement, or the FCC fails or refuses to transfer the licenses to the Successful Bidder by Aug. 31, 2017. h. Bid increments will be $5,000 or in such other incremental amount determined by the Court. In the event that the Successful Bidder does not pay to the Trust Account of Johnson & Gubler, the amount of the Successful Bid within 10 days of the Auction, the Debtor has the right to cancel the sale and the deposit paid by the Successful Bidder will be forfeited to the Debtor and the Debtor may then accept backup bids. i. Any backup bidder will deposit the Accepted Backup Bid price in the Trust Account of Johnson & Gubler within 10 days of written notice of acceptance of the backup bid. If either party defaults in their obligations, the non-defaulting party may cancel the sale. The defaulting party will pay all costs of cancellation. j. If there is no bidder, the sale will be cancelled and the Debtor may return the leased equipment to Balboa Capital. The Debtor cannot continue to operate the stations at a profit under its current revenue stream. However, the Debtor's assets are significantly more valuable if the stations are operating than if the stations "go dark." The recent offer received from EMF to purchase the assets relating to just two stations for $525,000 are evidence of the fact. Accordingly, the Debtor asks the Court to authorize the (i) sale to EMF free and clear of all liens and encumbrances; (ii) payment from escrow administrative expenses and the secured creditor up to the amount of its claim; and (iii) remaining proceeds to be held in the Trust Account of Johnson & Gubler to be distributed through a Plan of Reorganization. About KHWY KHWY, Inc. owns and operates several radio stations under various call signs. These stations include "Highway Vibe," (1) KHWY-FM, (2) KRXV- FM, (3) KHYZ-FM, "Highway Country" (4) KIXW- FM, (5) KIXF-FM. Furthermore, the company owns the majority interests in The Drive, LLC, a California Limited Liability Company, which owns and operates two additional stations, (6) KHDR-FM, and (7) KHRQ-FM. Although the last two stations are owned by Drive, all of Drive’s operational income and expense have always been directed through the company. John Hearne with Point Broadcasting owns a minority interest in Drive. The FCC has allocated licenses to each of the above stations, and KWHY intends to sell and transfer its interests in those licenses and in the physical assets of the radio stations. KHWY, Inc. is the only radio station serving the drive market between Los Angeles, Las Vegas and Kingman, Arizona. It has been broadcasting for more than 30 years, and provides the only contiguous live media between those markets. It provides traffic, weather, entertainment and emergency road information to approximately 63 million motorists who travel those highways each year. It is the designated Emergency Alert System interface between the Southwestern United States and the Central United States as designated and licensed by the FCC and Homeland Security. It is unique as the only broadcast entity licensed to approach a 100% mobile, automotive audience. KHWY, Inc. sought Chapter 11 protection (Bankr. D. Nev. Case No. 17-10530) on Feb. 7, 2017. Judge Mike K. Nakagawa is assigned to the case. The Debtor estimated assets at $645,000 and liabilities at $1.79 million. The Debtor tapped Matthew L. Johnson, Esq., at Johnson & Gubler, P.C. as counsel. The petition was signed by Kirk Anderson, managing member. LAMPLIGHT CONDOMINIUM: Taps Grafstein & Arcaro as Legal Counsel --------------------------------------------------------------- Lamplight Condominium Association, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Connecticut to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Grafstein & Arcaro, LLC to give legal advice regarding its duties under the Bankruptcy Code, assist in the preparation of a plan of reorganization, and provide other legal services. The hourly rates charged by the firm are: Joel Grafstein Partner $275 Gregory Arcaro Partner $275 Lynne Morgan Paralegal $100 Sarah Pierce Paralegal $100 Gregory Arcaro, Esq., 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: Gregory F. Arcaro, Esq. Grafstein & Arcaro, LLC 10 Melrose Drive Farmington, CT 06032 Phone: (860) 674-8003 Fax: (860) 676-9168 Email: garcaro@grafsteinlaw.com About Lamplight Condominium Association Lamplight Condominium Association, Inc., a non-stock corporation based in Connecticut, manages the common elements of Lamplight Condominiums located in East Hartford, Connecticut. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 17-20078) on January 22, 2017. No examiner, trustee or committee has been appointed in the case. LAS CRUCES COUNTRY CLUB: Assets as Much as $4.8 Million ------------------------------------------------------- Las Cruces Country Club, Inc., is owed as much as $4.8 million and that amount could be used to pay off creditors, Las Cruces Sun-News reports. "There is one receivable for $4.8 million," said R. Trey Arvizu, attorney for the Debtor. "It is not technically available right now, but it could be soon." When the Company filed for bankruptcy in November, Mr. Arvizu had that about $4.8 million was still owed to the country club by Las Cruces developer Bob Pofahl, his partners and investors, on the purchase of the former country club property. According to the report, creditors of the country club have until May 5, 2017 to file claims. A total of 86 entities have been served notice of the country club's bankruptcy filing. Philip Montoya, who was appointed Chapter 7 trustee, recently recommended bankruptcy proceedings should continue, according to the Las Cruces Sun-News report. Las Cruces Country Club, Inc., operates a golf club in southern New Mexico. The Company was founded in 1928 and is based in Las Cruces, New Mexico. Las Cruces Country Club, Inc. filed a Chapter 7 bankruptcy petition (Bankr. D.N.M. Case No. 16-12947) on Nov. 29, 2016, estimating $1,000,001 to $10 million in assets and liabilities of less than $100,000. Philip J. Montoya was named Chapter 7 trustee. The Debtor's attorney: R Trey Arvizu, III PO Box 1479 Las Cruces, NM 88004-1479 575-527-8600 Fax : 575-527-1199 E-mail: trey@arvizulaw.coms The Chapter 7 trustee: Philip J. Montoya 3800 Osuna Rd NE STE #2 Albuquerque, NM 87109 505-244-1152 LIFE ENHANCEMENT: Trustee Selling All Assets to Sierra for $500K ---------------------------------------------------------------- James S. Proctor, Trustee for Life Enhancement Products, Inc., asks the U.S. Bankruptcy Court for the District of Nevada to authorize the sale of substantially all assets of the Debtor to Sierra Nevada Bioscience, LLC for $500,000, subject to overbid. A hearing on the Motion is set for March 7, 2017 at 2:00 p.m. Life Enhancement Products, Inc. ("LEP") manufactures and provides nutritional supplements with unique formulations for general health, memory enhancement, blood sugar maintenance, cognitive enhancement, among others, based on formulations derived from known formulators across the country. The raw materials purchased for the products are derived from the highest-quality, pharmaceutical-grade ingredients and are packaged under clean-room conditions, and materials undergo lab testing to confirm purity. LEP offers its services through direct Internet sales to the public or through medical providers. LEP leases commercial real property from Scientific Nutritional Formulations ("SNF") (an insider entity owned primarily by the LEP's majority equity holder, Wallace "Will" Block) at 2555 Business Parkway in Minden, Nevada. The 25-year lease, June 1, 2012 to May 31, 2037, provides for monthly rent of $7,000. The estate is current on its post-petition rent obligations. The Trustee seeks to reject this lease with the closing of this proposed sale. The Trustee is unable to assume and assign the lease, and it is anticipated that the Buyer will negotiate its own lease with SNF. Regardless, the Trustee and the Debtor's bankruptcy estate have no use for the building after the close of the sale. The Trustee has actively managed this business to resolve a number of outstanding issues at his appointment. There was only approximately $24,000 in cash in the bank, including $16,000 in customer deposits for backlogged orders. The Trustee, along with the hiring of Andrew Robinson as a business manager for debtor, has implemented numerous changes with payroll, inventory purchasing, product sales and production, formulator agreements and royalty payments, and financial reporting and projections. Many of these details were discussed at the hearing on Jan. 18, 2017, and the Trustee is able provide additional detail as needed. When the Trustee was appointed, Debtor was on the verge of a Chapter 7 liquidation. Following the changes implemented after his appointment, the Trustee has considered 3 options: (1) sell the Debtor's assets to another entity seeking to sell nutritional supplements; (2) file a plan of reorganization, leaving pre-petition management in place and hoping for payments from the Debtor's post-confirmation operations; or (3) converting the case and liquidating the assets. The Trustee determined a sale was the best option, notwithstanding inevitable constraints on the sales price given the Debtor's financial performance and contractual arrangements. The Trustee has marketed the business to those in the industry, those with had had prior involvement and/or interest in the company, individuals suggested by others, including 2 persons proposed by Mr. Kornhauser, a business broker (informally), and other professionals. After extensive negotiations, on Jan. 30, 2017, the Trustee executed an Asset Purchase and Sale Agreement with the Buyer, a Nevada limited liability company pursuant to which, among other things, the Buyer has offered to purchase substantially all of the Debtor's assets, free and clear of liens, interests and encumbrances without warranty and in "as-is" and "where-is" condition. The Purchase Agreement provides that the Buyer will purchase substantially all the assets owned and used in LEP's business. The transferred assets include personal property, inventory, records, intangible property and good will as identified in the Purchase Agreement. The sale excludes (i) cash on hand or in the bank; (ii) accounts receivable incurred through the date of the sale transactions; (iii) expressly excluded contracts; and (iv) an approximate $6,000 deposit held by shipping vendor Federal Express. The Buyer will not assume any liabilities except certain contracts assumed in connection with the Buyer's acquisition of the assets. The Purchase Agreement further requires the Trustee to deliver assets free and clear of liens and encumbrances. The Purchase Agreement and proposed sale order specifically provide that the Buyer will assume no other liabilities. The proposed purchase price under the Purchase Agreement is $500,000, to be paid in cash on or before the closing, designated as 5 business days after Court approval. All conditions precedent must be satisfied on March 31, 2017, or the Purchase Agreement will be null and void and without force or effect, with neither the Buyer nor the Trustee having any rights, obligations or liabilities under the Purchase Agreement. Allocation of the purchase price by asset category for tax purposes is: (i) personal property - $325,000; (ii) inventory - $150,000; (iii) records - $8,333; (iv) intangible property - $8,333; and goodwill - $8,334. The sale includes the Debtor's customer lists, which include "personally identifiable information." The sale does not trigger the appointment of consumer privacy ombudsman, as the Debtor's offering of products did not disclose to an individual customer a policy prohibiting the transfer of personally identifiable information about individuals to persons that are not affiliated with the Debtor. The Buyer's offer under the Purchase Agreement is subject to overbids. Approval contemplates possible overbidding at the time of hearing set to approve the sale by the Court, with any competing bids to be made in increments of $10,000 to $25,000. The Buyer has discussed agreements with management or key employees regarding future employment. The Trustee has no interest in such agreements, has not been party to those discussions, and has no knowledge of the material terms of any such agreements. Any employee claims against Debtor for accrued paid time off will be addressed subsequently in the case under the provisions of the Bankruptcy Code. A copy of the Purchase Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Life_Enhancement_304_Sales.pdf The Trustee is unaware of any additional security interests asserted against the Debtor's assets, other these creditors or claimants: a. Bank of the West ("BOW") holds a purported secured claim as evidenced by Proof of Claim 18-1, filed on Dec. 31, 2014, and amended on Jan. 22, 2015, Claim 18-2, in the amount of $86,658. The claim represents a loan evidenced by a Business Loan Agreement executed by the Debtor on June 16, 2014, in the principal amount of $50,000, mutually amended to the increased amount of $100,000. As collateral for the $100,000 business loan, the Debtor gave a blanket security interest in all of its personal property assets. The UCC financing statement allegedly perfecting BOW's security interest was recorded in California, not Nevada, and the Trustee disputes the validity of BOW's status as a secured claim. b. The Debtor and ThermoFisher Scientific entered into a Lease Agreement on Jan. 16, 2012, for the lease of a Nicolet iS10 Mid Infrared FT-IR Spectrometer system. The term of the lease is 60 months, commencing Jan. 31, 2012, and last payment is due Feb. 20, 2017. At the time of the sale of the estate's assets, the financial obligation imposed by the lease will be satisfied and, therefore, has no impact on the proposed sale free and clear of liens. c. Samuel Kornhauser is the estates largest creditor, having asserted an unsecured claim in the amount of $2,592,962. The claim arises out of litigation between the LEP, the Debtors' primary principal, Mr. Block, also a debtor in a Chapter 7 liquidation proceeding, and Mr. Kornhauser, resulting from Mr. Block/LEP's retention of Mr. Kornhauser to perform legal services and was the subject of extensive litigation and the entry of a judgment in favor of Mr. Kornhauser and against both LEP and Mr. Block. Mr. Kornhauser commenced two adversary proceedings that name LEP: (1) Kornhauser v Block (In re Block), Adv. Proc. No. 16-05022 (Bankr. D. Nev.); and (2) Kornhauser v. Block (In re Life Enhancement Products, Inc.) Adv. Proc. No. 16-05023 (Bankr. D. Nev.). Those adversaries are stayed pending this sale, pursuant to the Court's orders entered in each adversary. The Trustee believes that a prompt sale will maximize the amount the estate and its creditors may realize for the assets. The terms and conditions of the Purchase Agreement are fair and reasonable and in the best interest of the estate and its creditors. Moreover, the Purchase Agreement is the product of marketing and good faith, arms'-length negotiations between the Trustee and the Buyer. The Trustee is confident that the successful purchaser that emerges from the process of offering overbids will be the highest and best bid obtainable for these assets. Accordingly, the Trustee asks the Court to approve the sale to the Buyer under the terms and conditions set forth in the Purchase Agreement. The Trustee asks relief from the 14-day stay imposed by Fed. R. Bankr. P. 6004(h), in order to allow the sale to close without further delay and minimize any additional costs incurred by the Debtor. The Purchaser can be reached at: SIERRA NEVADA BIOSCIENCE, LLC Attn: Dr. Michael Nelson 10623 Professional Circle, Suite A Reno, NV 89521 Facsimile: (775) 345-3562 E-mail: drmichael@sierratahoewellness.com Counsel for the Trustee: Louis M. Bubala III, Esq. KAEMPFER CROWELL 50 W. Liberty Street, Suite 700 Reno, NV 89501 Telephone: (775) 852-3900 Facsimile: (775) 327-2011 E-mail: lbubala@kcnvlaw.com About Life Enhancement Products Life Enhancement Products, Inc. ("LEP") manufactures and provides nutritional supplements with unique formulations for general health, memory enhancement, blood sugar maintenance, cognitive enhancement, among others, based on formulations derived from known formulators across the country. The raw materials purchased for the products are derived from the highest-quality, pharmaceutical-grade ingredients and are packaged under clean-room conditions, and materials undergo lab testing to confirm purity. LEP offers its services through direct Internet sales to the public or through medical providers. Life Enhancement Products sought Chapter 11 protection (Bankr. D. Nev. Case No. 14-51572) on Sept. 17, 2014. Judge Bruce T. Beesley is assigned to the case. The petition was signed by Wallace Block, president. The Debtor estimated assets at $285,866 and liabilities at $1.94 million. The Debtor tapped Alan R Smith, Esq., at The Law Offices of Alan R. Smith as counsel. On April 17, 2015, the Court approved the appointment of James S. Proctor as Chapter 11 trustee. The Trustee continues to operate the Debtor's business and manage its financial affairs pursuant to Sections 1106(a) and 1108 of the Bankruptcy Code. The Trustee tapped Louis M. Bubala, Esq., at Kaemper Crowell as attorney. LONGVIEW POWER: S&P Lowers Rating on Sr. Sec. Term Loan B to 'B-' ----------------------------------------------------------------- S&P Global Ratings said it lowered its rating on Longview Power LLC's senior secured term loan B due 2021 and revolving credit facility due 2020 to 'B-' from 'B'. The outlook is stable. The '2' recovery rating is unchanged, reflecting S&P's expectation of substantial (70% to 90%) recovery of principal if a payment default occurs. "The stable outlook reflects our view that despite low DSCRs in 2017 and 2018, Longview will be able to meet its financial obligations over our forecast period, largely due to a favorable liquidity position," said S&P Global Ratings credit analyst Kimberly Yarborough. Developments that could lead to a negative outlook or downgrade would be a further deterioration in the project's energy margin, which could occur if power prices decline from current levels, coal costs rise from current prices, or the project experiences significant forced outages. More specifically, if S&P thought Longview's ability to manage low DSCR years in 2017 and 2018 had weakened, a downgrade could result. Although S&P expects the project to have a DSCR below 1x in 2018, we think it will infuse equity prior to covenant testing, and as such avoid triggering a technical default in 2018. While unlikely at this time, an improvement in the rating could occur if Longview's financial performance improved such that the minimum DSCR was 1.2x over the tenor of the debt and S&P's assumed post-refinance phase. Since capacity prices are fixed through 2020, financial improvement would require a significant increase power prices -- which S&P thinks is unlikely right now. Following completion and successful utilization of the Shannon run portal at MEPCO, metrics may begin to improve in 2019/2020 due to a reduction in coal costs. LOVE GRACE: Committee Taps Stewart Robbins as Legal Counsel ----------------------------------------------------------- The official committee of unsecured creditors of Love Grace Holdings, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Louisiana to hire legal counsel in connection with its Chapter 11 case. The committee proposes to hire Stewart Robbins & Brown, LLC to give legal advice regarding its duties under the Bankruptcy Code, negotiate with the Debtor and other creditors regarding a plan of reorganization, investigate the Debtor's assets and liabilities, and provide other legal services. Stewart Robbins' rates for attorneys range from $285 an hour to $370 an hour depending on expertise. Paul Douglas Stewart, Jr., Esq., at Stewart Robbins, 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: Paul Douglas Stewart, Jr. Stewart Robbins & Brown, LLC 247 Florida Street P.O. Box 66498 Baton Rouge, LA 70896-6498 Phone: (225) 231-9998 Fax: (225) 709-9467 Email: dstewart@stewartrobbins.com About Love Grace Holdings Love Grace Holdings, Inc., doing business as Apricot Lane and Blu Spero Boutique, operates a series of retail clothing outlets in malls. The locations are in Florida, Alabama, Louisiana and Mississippi. Love Grace Holdings filed a chapter 11 petition (Bankr. M.D. La. Case No. 17-10057) on Jan. 20, 2017. The petition was signed by Arthur A. Lancaster, Jr., president and sole shareholder. The case is assigned to Judge Douglas D. Dodd. The Debtor estimated assets and liabilities at $1 million to $10 million. The Debtor is represented by Greta M. Brouphy, Esq., and Douglas S. Draper, Esq., at Heller, Draper, Patrick, Horn & Dabney, LLC. On February 6, 2017, the U.S. trustee for Region 5 appointed an official committee of unsecured creditors. No trustee or examiner has been appointed or designated in the case. M.O.R. PRINTING: Case Summary & 9 Unsecured Creditors ----------------------------------------------------- Debtor: M.O.R. Printing, Inc. 3585 NW 54th St Fort Lauderdale, FL 33309-6358 Case No.: 17-11570 Chapter 11 Petition Date: February 8, 2017 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: Hon. John K Olson Debtor's Counsel: Chad T Van Horn, Esq. VAN HORN LAW GROUP, P.A. 330 N Andrews Ave #450 Ft Lauderdale, FL 33301 Tel: 954-765-3166 Fax: 954-756-7103 E-mail: Chad@cvhlawgroup.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Owen Luttinger, president. A copy of the Debtor's list of nine unsecured creditors is available for free at http://bankrupt.com/misc/flsb17-11570.pdf MANOR VENTURES: Hires M. David Graubard as Attorney --------------------------------------------------- Manor Ventures LLC seeks authorization from the U.S. Bankruptcy Court for the Eastern District of New York to retain M. David Graubard, Esq., as attorney for the Debtor and Debtor-in-Possession. The Debtor requires Graubard to assist the Debtor in connection with the general administration of the Chapter 11 case. The Debtor will compensate Graubard at $450 per hour. Charles Kofman, the managing member to the Debtor, has agreed to pay a $30,000 retaining fee. Mr. Kofman has paid $15,000 prior to the filing of the bankruptcy petition, with the balance of the retaining fee agreed to be paid by Mr. Kofman in the ensuing three months. M. David Graubard, Esq., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Graubard may be reached at: M. David Graubard, Esq. 71-18 Main Street Flushing, NY 11367 Tel: (212)681-1600 About Manor Ventures LLC Mano Ventures LLC filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y.. Case No. 17-40361) on January 29, 2017. Hon. Sean H. Lane presides over the case. M. David Graubard, Esq., represents the Debtor as counsel. The Debtor disclosed total assets of $2.22 million and total liabilities of $1.52 million. The petition was signed by Charles Kofman, managing member. MARBLES LLC: Files for Chapter 11, Closing All 37 Stores -------------------------------------------------------- Chicago-based puzzle and game seller Marbles LLC, doing business as Marbles: The Brain Store, has sought bankruptcy protection with plans to close all its 37 stores. As it has obtained DIP financing from lenders, Marbles says it is able to pursue a "soft landing" -- chapter 11 -- rather than the "hard landing" of a chapter 7. Marbles is a developer, wholesaler and specialty retailer of games, puzzles, books, and software designed to strengthen and stimulate the brain. Marbles and its affiliates currently operate 37 retail stores in 13 states. They also operate a distribution warehouse in Schiller Park, Illinois, and rent space in a public warehouse in Roselle, Illinois on a seasonal basis. During the 2016 holiday season, Marbles also operated a store-in-store concept within six Macy's department store locations. I Marbles maintains significant e-commerce and wholesale channels. Marbles carries over 400 items on its Web site http://www.marblesthebrainstore.com/, many more than they carry in retail stores, allowing customers access to a much larger and more varied assortment. In 2016, e-commerce accounted for 11.7% of the Companies' total revenue, or $3.3 million. Presently, Marbles has approximately 333 non-union, full-time and part-time workers. Despite years of popularity, the Debtors have faced significant operational challenges—including declining mall traffic and lower-than-projected sales—resulting in substantially lower earnings than anticipated during the most recent holiday season. In January 2017, with a lack of new inventory and a fixed liquidity runway, the Debtors began taking steps toward an orderly and efficient liquidation process focused on the twin goals of (a) winding down their brick-and-mortar operations while (b) exploring interest in a sale of the Companies' remaining assets by whatever means would produce the greatest recovery. Gordon Brothers Retail Partners, LLC, to effectuate the orderly liquidation of substantially all inventory and closure of the Retail Stores as expeditiously as possible. Girisha Chandraraj, CEO of Marbles Holdings, LLC, said that time is of the essence if the Debtors are to fully capitalize on the disposition of their assets. After lengthy negotiations with the Debtors' prepetition secured lenders, senior secured creditor Amzak Capital Management, LLC ("Amzak") and junior secured creditor AMPR Marbles Investors, LLC ("AMPR"), the Debtors were able to secure $900,000 in postpetition financing and use of cash collateral with a view toward an orderly sale process. At the same time, based on projections prepared by the Debtors' management team, the administrative expenses of the Chapter 11 Cases are anticipated at $300,000 per month. Chandraraj asserts that the expeditious sale of the Debtors' inventory is critical to minimize the expense of maintaining dozens of Retail Stores during the liquidation process. Finally, the value of the Debtors' remaining assets will only decrease over time, thereby necessitating a thorough but efficient marketing and sale process. For all of these reasons, the Debtors' ability to maximize value for the benefit of their creditors is dependent on their ability to quickly and efficiently proceed with an orderly liquidation and asset sale. Orderly Liquidation Marbles' desire to move expeditiously with an orderly liquidation of inventory at the Retail Stores while also exploring all avenues toward a sale of their remaining assets. As to the former, the Companies intend to work closely with Gordon Brothers Retail Partners, LLC. As to the latter, Marbles intends to retain Hilco IP Services, LLC d/b/a Hilco Streambank, a seasoned investment banker in the retail industry with a particular expertise in marketing intellectual property in chapter 11. Both phases of the Chapter 11 Cases are intended to maximize the recovery on the Companies' assets for the benefit of the estates and their creditors. Given the burn rate of the Companies' cash, the demands of the Retail Store landlords for return of the leased space, the limited use of Cash Collateral and DIP financing afforded by Amzak, and the decreasing value of the Companies' assets, the Debtors hope to achieve an expeditious and cost-effective, two-step sale process: First, to begin immediate liquidation of inventory. Second, to undertake an efficient marketing and sale process for the Companies' Intellectual Property. About Marbles LLC Marbles LLC is a privately held company engaged in the development, curating, wholesaling and retail sale of unique brain-stimulating games, puzzles, software, and books. Its principal place of business and principal office are located at 1918 North Mendell Street, Chicago, Illinois. Marbles LLC, along with Marbles Holdings, LLC, and Marbles Brain Workshop, LLC, sought Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Lead Case No. 17-03308) on Feb. 3, 2017. Marbles LLC estimated between $1 million and $10 million in assets and between $10 million and $50 million in liabilities. The Debtors tapped Adelman & Gettleman LTD., as counsel. MELODY GOOD GIRL: Can Use Cash Collateral on Final Basis -------------------------------------------------------- Judge K. Rodney May of the U.S. Bankruptcy Court for the Middle District of Florida authorized Melody, Good Girl Incorporated to use cash collateral on a final basis. Judge May authorized the Debtor to use cash collateral in accordance with the six month Budget, subject to the terms and conditions of the Agreed Interim Order, which will remain in full force and effect. A full-text copy of the Order, entered on February 2, 2017, is available at https://is.gd/vjWPCV About Melody, Good Girl Incorporated Melody, Good Girl Incorporated dba Servpro of Winter Haven filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-10587), on December 13, 2016. The Petition was signed by Christopher E. Brill, president. At the time of filing, the Debtor estimated assets at $100,000 to $500,000 and liabilities at $1 million to $10 million. The Debtor is represented by James W Elliott, Esq., at McIntyre Thanasides Bringgold Elliott, et al. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. No trustee or examiner has been appointed in this case and no official committees have been appointed. MESOBLAST LIMITED: Had $33.9 Million Cash as of Dec. 31 ------------------------------------------------------- Mesoblast Limited filed with the U.S. Securities and Exchange Commission its quarterly report (for entities subject to Listing Rule 4.7B) for the period ended Dec. 31, 2016. At the beginning of the quarter, the Company had US$60.35 million in cash and cash equivalents. Net cash (used in) operating operating activities was US$25.53 million. At the end of the quarter, Mesoblast had US$33.90 million in cash and cash equivalents. Mesoblast is in advanced negotiations with selected pharmaceutical companies with respect to potential partnering of certain Tier 1 product candidates. If Mesoblast enters into a binding transaction in the next quarter, Mesoblast expects that one effect of the transaction is that its cash reserves are likely to increase. Mesoblast does not make any representation or give any assurance that such a binding transaction will be concluded. In addition, Mesoblast expects its cash reserves to increase in the next quarter as the Company expects to receive the following income: -- the R&D tax incentive from the Australian Government; -- royalty income earned on sales of TEMCELL HS Inj. in Japan; and -- interest income. Mesoblast has established an equity facility for up to A$120 million/US$90 million over 36 months, to be used at its discretion to provide additional funds as required. A full-text copy of the Form 6-K is available for free at: https://is.gd/kQEJcD About Mesoblast Ltd. Melbourne, Australia-based Mesoblast Limited (ASX:MSB; Nasdaq:MESO) develops cell-based medicines. The Company has leveraged its proprietary technology platform, which is based on specialized cells known as mesenchymal lineage adult stem cells, to establish a broad portfolio of late-stage product candidates. Mesoblast's allogeneic, 'off-the-shelf' cell product candidates target advanced stages of diseases with high, unmet medical needs including cardiovascular diseases, immune-mediated and inflammatory disorders, orthopedic disorders, and oncologic/hematologic conditions. Mesoblast reported a loss before income tax of $90.82 million for the year ended June 30, 2016, compared to a loss before income tax of $96.24 million for the year ended June 30, 2015. As of Sept. 30, 2016, Mesoblast had $665.4 million in total assets, $155.6 million in total liabilities and $509.9 million in total equity. PricewaterhouseCoopers, in Melbourne, Australia, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2016, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. MIDLAND HI LODGING: Hires Allen Barnes & Jones as Counsel --------------------------------------------------------- Midland Hi Lodging, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Arizona to employ Allen Barnes & Jones, PLC as counsel for the Debtor. The Debtor requires AB&J to: a. provide the Debtor with legal advice with respect to its reorganization; b. represent the Debtor in connection with negotiations involving secured and unsecured creditors; c. represent the Debtor at hearings set by the Court in Debtor's bankruptcy case; d. prepare necessary applications, motions, answers, orders, reports or other legal papers necessary to assist in the Debtor's reorganization. AB&J lawyers and professionals who will work on the Debtor's case and their hourly rates are: Thomas H. Allen, member $395 Hilary Barnes, member $395 Michael A. Jones, member $335 Philip J. Giles, associate $285 Khaled Tarazi, associate $225 Legal Assistants and Law Clerks $115-$135 The Debtor provided AB&J with a pre-petition retainer in the amount of $20,000, $5,793.50 of which was applied to pre-petition fees and costs, including the Chapter 11 filing fee, and $14,206.50 of which is held in the AB&J IOLTA Trust Account for post-petition fees and costs. Thomas H. Allen, Esq., member of Allen Barnes & Jones, PLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. AB&J may be reached at: Thomas H. Allen, Esq. Philip J. Giles, Esq. Allen Barnes & Jones, PLC 1850 N. Central Ave., #1150 Phoenix, AZ 85004 Tel: (602) 256-6000 Fax: (602) 252-4712 E-mail:tallen@allenbarneslaw.com pgiles@allenbarneslaw.com About Midland Hi Lodging, LLC Midland Hi Lodging, LLC filed a Chapter 11 bankruptcy petition (Bankr. D.Ariz. Case No. 17-00756) on January 26, 2017. Hon. Scott H. Gan presides over the case. Allen Barnes & Jones, PLC 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 Larry Miller, president of Matrix Equities, Inc., manager of Matrixx Management, LLC, manager of Sunbelt Lodging, LLC, manager of the Debtor. MOUNT ST. MARY'S: Moody's Alters Outlook to Neg, Affirms Ba2 Rating ------------------------------------------------------------------- Moody's Investors Service has revised Mount St. Mary's University, MD's outlook to negative from stable and has affirmed the Ba2 ratings on $38 million of outstanding rated debt issued through Frederick County, Maryland. The negative outlook reflects heightened financial, student market and debt structure risks following a period of leadership and governance challenges in 2016. The university's already pressured student market position as a small, heavily tuition-dependent rural institution deteriorated further for fall 2016, as did FY 2016 operating performance. Operating performance will likely weaken again in FY 2017 as Mount St. Mary's absorbs the impact of fall 2016's 17% decrease in freshmen enrollment, with limited ability to further reduce expenses without impacting its competitive position. Affirmation of the Ba2 rating reflects the Mount's progress in stabilizing leadership and rebuilding its board, improved strategic planning, and good, though thinning, operating cash flow to support debt service. The Mount also positively benefits from its strong Catholic identity and a solid financial resource base. Offsetting credit aspects include a highly competitive student market combined with heavy dependence on student charge revenue and the potential for debt acceleration if the Mount does not meet financial covenant requirements or restructure debt to reduce acceleration risk. In addition, a sustained period of low capital investment threatens long-term sustainability. Rating Outlook The negative outlook reflects expectations of potential further weakening of operating performance through at least FY 2017 and increased potential for debt acceleration if covenants are breached or debt is not restructured. Also integrated into the outlook is the potential for continued enrollment volatility as the Mount recovers from heightened pressures in an already challenging student market. Given the potential for a debt service coverage covenant violation in FY 2017, Moody's will continue to closely monitor progress in addressing debt structure risks. Factors that Could Lead to an Upgrade Sustained strengthening of operating performance, with strong debt service and strong headroom above financial covenants Liquidity growth Multi-year demonstrated ability to meet enrollment targets Factors that Could Lead to a Downgrade Breach of financial covenants or failure to reduce debt structure risk within FY 2017 Continued enrollment volatility or struggles to generate revenue growth Weakening of operating performance beyond current expectations Material decline in liquidity or significantly increased debt without corresponding increase in cash flow Legal Security Both rated and privately placed bonds are a general obligation of the university, secured by a lien on gross revenues. The Series 2006 bonds are further secured by a first mortgage lien on the project site and a debt service reserve fund equivalent to maximum annual debt service on the bonds. The Series 2007 bonds are not secured by any mortgage lien and do not have a debt service reserve fund. Debt service coverage ratios are 1.0 times maximum annual debt service for rated debt and 1.1 times for privately placed debt. Use of Proceeds Not applicable. Obligor Profile Mount St. Mary's University is a private liberal arts Catholic university located in Emmitsburg, Maryland. The university enrolled approximately 2,000 students for fall 2016 and generated operating revenue of $68 million in fiscal year 2016. Methodology The principal methodology used in this rating was Global Higher Education published in November 2015. MOUNTAIN THUNDER: Trustee Selling Assets to Gemcap for $1.85M ------------------------------------------------------------- Elizabeth A. Kane, Trustee for Naturescape Holding Group International, Inc., and Mountain Thunder Coffee Plantation Int'l, Inc., asks the U.S. Bankruptcy Court for the District of Hawaii to authorize the Asset Purchase, Settlement and Release Agreement with Gemcap Lending I, LLC, in connection with sale of the Debtors' assets for $100,000 in cash, payment of all allowed administrative expenses, and a credit bid in the amount of $1,751,967, subject to overbid. Beginning in 2011, Naturescape and Mountain Thunder entered into Loan Security Agreements ("LSA") with Gemcap which included (i) the Loan Security Agreement, dated Sept. 26, 2011, as amended and (ii) the Amended and Restated Loan and Security Agreement, dated Sept. 27, 2013, as amended. Pursuant to the LSAs, Naturescape and Mountain Thunder, and others, executed in favor of Gemcap: (i) a Secured Term Loan Note in the principal amount of $440,000, which was amended to $328,970, and further amended to $244,578 ("Term Note I"), (ii) a Secured Revolving Loan Note up to the amount of $1,550,000, which was amended three times up to $4,550,000 ("Revolver"), and (iii) an additional Term Loan Note in the principal amount of $1,250,000 ("Term Note II"). The Notes were secured by mortgages including (i) a Mortgage, dated Sept. 28, 2011, recorded in the Bureau of Conveyances as Document No. 2011-190516, (ii) a Mortgage, dated Oct. 22, 2013, recorded in the Bureau as Document No. A-50600132, and (iii) a Mortgage, dated Aug. 7, 2015, recorded in the Bureau as Document No. A-57500020. Gemcap perfected its secured interests in certain assets of Naturescape and Mountain Thunder by filing and recording a UCC Financing Statement, dated Sept. 27, 2011, recorded in the Bureau of Conveyances as Document No. 2011-157170. The Trustee and Gemcap have negotiated a sale of the Purchased Assets. The material terms of the APA are: a. Purchased Assets: Pursuant to the APA, the Trustee will sell, assign, convey, and transfer to Gemcap all of the estates' interests in the Purchased Assets, which will include (i) all tangible and intangible assets described in the Loan Documents, but not the assets encumbered by a first priority security interest held by Direct Capital Corp., Leaf Commercial Capital, Inc. Deere & Co. or Ford Motor Credit Co., LLC; (ii) the claims and causes of action against Trent Bateman, Lisa Bateman, and certain family members, including trusts in which they have an interest or are beneficiaries, to acquire or improve certain real property; (iii) the claims and causes of action arising from the pre-petition assets of the Debtors to acquire or improve the property located at 72-3375 Hawaii Belt Road, Captain Cook, Hawaii ("Hualalai Ranch Property"); (iv) claims and potential causes of action against Receiver George Van Buren; (v) the estates' interest in the Hualalai Ranch Property; (vi) the leasehold interests with respect to (a) the real property located at 84-4995 Hawaii Belt Road, Captain Cook, Hawaii, and (b) the real property located at 73-1942 Hao Street, Kailua-Kona, Hawaii, as set forth in rental agreements, provided Gemcap will pay all amounts required to cure the obligations under these rental agreements; and (vii) the interests of the Trustee in certain of the Assumed Contracts, provided Gemcap pays all amounts required to cure the obligations under the respective assigned Assumed Contracts. The sale of the Purchased Assets will be free and clear of those Encumbrances, as defined in the APA. b. Assumption and Assignment of Assumed Contracts: The Trustee will provide notice of assumption and proposed cure amounts to the counterparties under the Rental Agreement. The Trustee will assume and assign to Gemcap the Rental Agreements, effective upon closing, provided that to the extent any Rental Agreement is subject to cure pursuant to Bankruptcy Code section 365, Gemcap will pay all such amounts owed before closing. c. Assumption of Assumed Liabilities: On the date of closing, Gemcap will assume and agree to pay, perform, and discharge when due all obligations of the Trustee under the assigned Assumed Contracts and the obligations of the Trustee with respect to the Purchased Assets (i.e, the Assumed Liabilities). d. Purchase Price: The purchase price for the Purchased Assets will be: (i) $100,0000 in cash, together with a reduction in the secured portion of Gemcap's claim against the estate in the amount of $100,000, for payment of allowed unsecured claims, (ii) payment of all allowed administrative expenses under Bankruptcy Code section 503(b), and (iii) a credit bid in the amount of $1,751,967, as the same may be increased by Gemcap, which will be offset against the secured portion of Gemcap's claim. e. Gemcap's Claim: Pursuant to the APA, the parties will stipulate to the amount of Gemcap's credit bid claim ($1,751,967), and Gemcap's deficiency claim ($3,834,244). Gemcap will retain the deficiency claim as an unsecured claim in the Chapter 11 cases; provided that Gemcap will subordinate its deficiency claim to the first $150,000 of net recoveries from the Debtors' estates, after payment of the administrative expenses and the unsecured creditors' carve-out from the assets remaining in the estates. f. Mutual Release of Claims: Pursuant to the APA, the Trustee and Gemcap will release their claims against each other, except for certain limited excluded claims. The Trustee asks approval of the assumption and assignment of the Assumed Contracts, including the Rental Agreements, to Gemcap. The Trustee believes it is in the estates' best interest to assume the Assumed Contracts and assign the Trustee's interest in the Assumed Contracts to Gemcap, provided the Gemcap pays all amounts owed. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Naturescape_Holding_281_Sales.pdf The Trustee further asks authority to allow other interested parties to overbid for the Purchased Assets at the hearing, on the same terms and conditions as the APA, provided however, that: a. Any Potential Bidder must deliver a cashier's check payable to the Trustee in the amount 10% of the Potential Bidder's maximum bid, no later than 5 business days prior to the hearing; b. At the time of the hearing, the Potential Bidder must deliver to the Trustee a cashier's check in the amount of 90% of their intended maximum bid; c. Any overbid will be in increments of $100,000; and d. Anyone wishing to submit an overbid must notify the Trustee's counsel in writing by the deadline for filing objections to the Motion. In the instant case, the Trustee believe that the APA is fair and equitable and satisfies the factors set forth in Woodson and is well within the lowest point of reasonableness. Pursuant to the APA, the parties will mutually release their claims against each other, except for certain excluded claims. In exchange, the estate will receive the sum of $100,000 for unsecured creditors, and the administrative expenses as set forth will be paid by Gemcap. By settling the claims pursuant to the APA, the Trustee avoids the expense of further litigation with Gemcap. The Purchaser is represented by: Morris Weiss, Esq. WALLER LANSDEN DORTCH & DAVIS, LLP 100 Congress Avenue, Suite 1800 Austin, TX 78701 E-mail: Morris.Weiss@wallerlaw.com - and - Louise Ing, Esq. Kristin Holland, Esq. ALSTON HUNT FLOYD & ING 1001 Bishop Street, Suite 1800 Honolulu, HI 96813 E-mail: ling@ahfi.com kholland@ahfi.com About Mountain Thunder On Sept. 16, 2016, an involuntary Chapter 11 bankruptcy petition was filed against Mountain Thunder Coffee Plantation Int'l Inc. (Bankr. D. Hawaii Case No. 16-00984). Hagadone Hawaii, Inc. and three other alleged creditors signed the petition and were represented by Case Lombardi & Pettit. On Sept. 16, 2016, an involuntary Chapter 11 bankruptcy petition was filed against Naturescape Holding Group International, Inc. (Case No. 16-00982). GemCap Lending I, LLC and two other alleged creditors signed the petition and are represented by Alston Hunt Floyd & Ing and Case Lombardi & Pettit. On Nov. 16, 2016, the Court entered an order approving the appointment of Elizabeth A. Kane as the bankruptcy trustee of the estate of Mountain Thunder. On Dec. 21, 2016, the Court entered an order approving the appointment of Ms. Kane as the bankruptcy trustee of the estate of Naturescape. The Trustee's attorneys: SIMON KLEVANSKY ALIKA L. PIPER Klevansky Piper, LLP 841 Bishop Street, Suite 1707 Honolulu, Hawaii Tel: (808) 536-0200 Fax: (808) 237-5757 E-mail: sklevansky@kplawhawaii.com apiper@kplawhawaii.com Both cases are assigned to Judge Robert J. Faris. Upon the appointment of the trustee, the Debtors' exclusive right to file a bankruptcy plan was terminated. On December 20, 2016, GemCap Lending filed its joint Chapter 11 plan of reorganization for the Debtors. No official committee of unsecured creditors has been appointed in the Debtors' cases. NATURESCAPE HOLDING: Trustee Selling Assets to Gemcap for $1.8M --------------------------------------------------------------- Elizabeth A. Kane, Trustee for Naturescape Holding Group International, Inc. and Mountain Thunder Coffee Plantation Int'l, Inc., asks the U.S. Bankruptcy Court for the District of Hawaii to authorize the Asset Purchase, Settlement and Release Agreement with Gemcap Lending I, LLC in connection with sale of the Debtors' assets for $100,000 in cash, payment of all allowed administrative expenses, and credit bid in the amount of $1,751,967, subject to overbid. Beginning in 2011, Naturescape and Mountain Thunder entered into Loan Security Agreements ("LSA") with Gemcap which included (i) the Loan Security Agreement, dated Sept. 26, 2011, as amended and (ii) the Amended and Restated Loan and Security Agreement, dated Sept. 27, 2013, as amended. Pursuant to the LSAs, Naturescape and Mountain Thunder, and others, executed in favor of Gemcap: (i) a Secured Term Loan Note in the principal amount of $440,000, which was amended to $328,970, and further amended to $244,578 ("Term Note I"), (ii) a Secured Revolving Loan Note up to the amount of $1,550,000, which was amended three times up to $4,550,000 ("Revolver"), and (iii) an additional Term Loan Note in the principal amount of $1,250,000 ("Term Note II"). The Notes were secured by mortgages including (i) a Mortgage, dated Sept. 28, 2011, recorded in the Bureau of Conveyances as Document No. 2011-190516, (ii) a Mortgage, dated Oct. 22, 2013, recorded in the Bureau as Document No. A-50600132, and (iii) a Mortgage, dated Aug. 7, 2015, recorded in the Bureau as Document No. A-57500020. Gemcap perfected its secured interests in certain assets of Naturescape and Mountain Thunder by filing and recording a UCC Financing Statement, dated Sept. 27, 2011, recorded in the Bureau of Conveyances as Document No. 2011-157170. On Sept. 16, 2016, an involuntary Chapter 11 bankruptcy petition was filed against Mountain Thunder. On Nov. 16, 2016, the Court entered an order approving the appointment of the Trustee as the bankruptcy trustee of the estate. On Sept. 16, 2016, an involuntary Chapter 11 bankruptcy petition was filed against Naturescape. On Dec. 21, 2016, the Court entered an order approving the appointment of the Trustee as the bankruptcy trustee of the estate. The Trustee and Gemcap have negotiated a sale of the Purchased Assets. The material terms of the APA are: a. Purchased Assets: Pursuant to the APA, the Trustee will sell, assign, convey, and transfer to Gemcap all of the estates' interests in the Purchased Assets, which will include (i) all tangible and intangible assets described in the Loan Documents, but not the assets encumbered by a first priority security interest held by Direct Capital Corp., Leaf Commercial Capital, Inc. Deere & Co. or Ford Motor Credit Co., LLC; (ii) the claims and causes of action against Trent Bateman, Lisa Bateman, and certain family members, including trusts in which they have an interest or are beneficiaries, to acquire or improve certain real property; (iii) the claims and causes of action arising from the pre-petition assets of the Debtors to acquire or improve the property located at 72-3375 Hawaii Belt Road, Captain Cook, Hawaii ("Hualalai Ranch Property"); (iv) claims and potential causes of action against Receiver George Van Buren; (v) the estates' interest in the Hualalai Ranch Property; (vi) the leasehold interests with respect to (a) the real property located at 84-4995 Hawaii Belt Road, Captain Cook, Hawaii, and (b) the real property located at 73-1942 Hao Street, Kailua-Kona, Hawaii, as set forth in rental agreements, provided Gemcap will pay all amounts required to cure the obligations under these rental agreements; and (vii) the interests of the Trustee in certain of the Assumed Contracts, provided Gemcap pays all amounts required to cure the obligations under the respective assigned Assumed Contracts. The sale of the Purchased Assets will be free and clear of those Encumbrances, as defined in the APA. b. Assumption and Assignment of Assumed Contracts: The Trustee will provide notice of assumption and proposed cure amounts to the counterparties under the Rental Agreement. The Trustee will assume and assign to Gemcap the Rental Agreements, effective upon closing, provided that to the extent any Rental Agreement is subject to cure pursuant to Bankruptcy Code section 365, Gemcap will pay all such amounts owed before closing. c. Assumption of Assumed Liabilities: On the date of closing, Gemcap will assume and agree to pay, perform, and discharge when due all obligations of the Trustee under the assigned Assumed Contracts and the obligations of the Trustee with respect to the Purchased Assets (i.e, the Assumed Liabilities). d. Purchase Price: The purchase price for the Purchased Assets will be: (i) $100,0000 in cash, together with a reduction in the secured portion of Gemcap's claim against the estate in the amount of $100,000, for payment of allowed unsecured claims, (ii) payment of all allowed administrative expenses under Bankruptcy Code section 503(b), and (iii) a credit bid in the amount of $1,751,967, as the same may be increased by Gemcap, which will be offset against the secured portion of Gemcap's claim. e. Gemcap's Claim: Pursuant to the APA, the parties will stipulate to the amount of Gemcap's credit bid claim ($1,751,967), and Gemcap's deficiency claim ($3,834,244). Gemcap will retain the deficiency claim as an unsecured claim in the Chapter 11 cases; provided that Gemcap will subordinate its deficiency claim to the first $150,000 of net recoveries from the Debtors' estates, after payment of the administrative expenses and the unsecured creditors' carve-out from the assets remaining in the estates. f. Mutual Release of Claims: Pursuant to the APA, the Trustee and Gemcap will release their claims against each other, except for certain limited excluded claims. The Trustee asks approval of the assumption and assignment of the Assumed Contracts, including the Rental Agreements, to Gemcap. The Trustee believes it is in the estates' best interest to assume the Assumed Contracts and assign the Trustee's interest in the Assumed Contracts to Gemcap, provided the Gemcap pays all amounts owed. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Naturescape_Holding_281_Sales.pdf The Trustee further asks authority to allow other interested parties to overbid for the Purchased Assets at the hearing, on the same terms and conditions as the APA, provided however, that: a. Any Potential Bidder must deliver a cashier's check payable to the Trustee in the amount 10% of the Potential Bidder's maximum bid, no later than 5 business days prior to the hearing; b. At the time of the hearing, the Potential Bidder must deliver to the Trustee a cashier's check in the amount of 90% of their intended maximum bid; c. Any overbid will be in increments of $100,000; and d. Anyone wishing to submit an overbid must notify the Trustee's counsel in writing by the deadline for filing objections to the Motion. In the instant case, the Trustee believe that the APA is fair and equitable and satisfies the factors set forth in Woodson and is well within the lowest point of reasonableness. Pursuant to the APA, the parties will mutually release their claims against each other, except for certain excluded claims. In exchange, the estate will receive the sum of $100,000 for unsecured creditors, and the administrative expenses as set forth will be paid by Gemcap. By settling the claims pursuant to the APA, the Trustee avoids the expense of further litigation with Gemcap. Based upon the foregoing, the Trustee respectfully asks that the Court grant the Motion, and enter the Approval Order and approve such further relief. The Purchaser is represented by: Morris Weiss, Esq. WALLER LANSDEN DORTCH & DAVIS, LLP 100 Congress Avenue, Suite 1800 Austin, TX 78701 E-mail: Morris.Weiss@wallerlaw.com - and - Louise Ing, Esq. Kristin Holland, Esq. ALSTON HUNT FLOYD & ING 1001 Bishop Street, Suite 1800 Honolulu, HI 96813 E-mail: ling@ahfi.com kholland@ahfi.com About Naturescape Holding On Sept. 16, 2016, an involuntary Chapter 11 bankruptcy petition was filed against Mountain Thunder Coffee Plantation Int'l Inc. (Bankr. D. Hawaii Case No. 16-00984). Hagadone Hawaii, Inc. and three other alleged creditors signed the petition and were represented by Case Lombardi & Pettit. On Sept. 16, 2016, an involuntary Chapter 11 bankruptcy petition was filed against Naturescape Holding Group International, Inc. (Case No. 16-00982). GemCap Lending I, LLC and two other alleged creditors signed the petition and are represented by Alston Hunt Floyd & Ing and Case Lombardi & Pettit. On Nov. 16, 2016, the Court entered an order approving the appointment of Elizabeth A. Kane as the bankruptcy trustee of the estate of Mountain Thunder. On Dec. 21, 2016, the Court entered an order approving the appointment of Ms. Kane as the bankruptcy trustee of the estate of Naturescape. The Trustee's attorneys: SIMON KLEVANSKY ALIKA L. PIPER Klevansky Piper, LLP 841 Bishop Street, Suite 1707 Honolulu, Hawaii Tel: (808) 536-0200 Fax: (808) 237-5757 E-mail: sklevansky@kplawhawaii.com apiper@kplawhawaii.com Both cases are assigned to Judge Robert J. Faris. Upon the appointment of the trustee, the Debtors' exclusive right to file a bankruptcy plan was terminated. On December 20, 2016, GemCap Lending filed its joint Chapter 11 plan of reorganization for the Debtors. No official committee of unsecured creditors has been appointed in the Debtors' cases. NEVADA GAMING: Taps Maxim Hotel to Sell Slot Route Biz ------------------------------------------------------ Nevada Gaming Partners LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire a broker. The Debtor proposes to hire Maxim Hotel Brokerage, Inc. in connection with the sale of its slot route business. The firm will receive a commission of 3% of the gross sales price. In case a buyer is represented by a broker, the Debtor will not be responsible to pay that broker a commission. Maxim does not hold or represent any interest adverse to Debtor, and is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm maintains an office at: Maxim Hotel Brokerage, Inc. 1704 Millstream Way Henderson, NV 89074 About Nevada Gaming Partners Headquartered in Las Vegas, Nevada, Nevada Gaming Partners, LLC, is a gaming company that focuses on slot route operations, casino operations and refurbishment of slot machines. The Debtor operated 429 slot machines throughout the State of Nevada via its Slot Routes as of the bankruptcy filing date. The Company does business as Nevada Gaming Partners Management II, LLC, Nevada Gaming Centers, Nevada Gaming Partners Management II, Sarah's Kitchen, Nevada Gaming Partners, Evolve Gaming Management and Klondike Sunset Casino. Nevada Gaming filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 16-15521) on Oct. 12, 2016. The petition was signed by Bruce Familian, manager. The Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Laurel E. Davis presides over the case. The Debtor is represented by Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at Fox Rothschild LLP. Henry & Horne, LLP serves as the Debtor's financial advisor. On January 12, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. Brinkman Portillo Ronk, APC serves as the committee's legal counsel. OLIVER C&I: Needs Until May 15 to Submit Plan of Reorgnization -------------------------------------------------------------- Oliver C&I Corp. requests the U.S. Bankruptcy Court for the District of Puerto Rico to extend the exclusive period until May 15, 2017, to submit its Disclosure Statement and Plan of Reorganization, as well as the deadline to procure the votes under the plan for a period of 90 days after the order granting the approval of the Disclosure Statement is entered. The Debtor contends that it has moved forward in its reorganization process and has been in compliance with all of its duties under the Bankruptcy Code and the Guideline of the U.S. Trustee. Currently, the Debtor is engaged in conversations with the Controlling Managers of the entities where the Debtor has substantial interest. The companies and percentage of ownership of these entities are as follows: (a) Marina Developers Carolina GP, Inc., 50% (b) Mercantil Mayaguez GP, Inc., 50% (c) Mercantil San Patricio GP, Inc., 50% (d) Monacillos Center GP, Inv., 21% (e) Carolina Developers Assoc. S. en C. por A., S.E., 49.5% (f) Mercantil Mayaguez Assoc. S. en C. por A., S.E., 49.5% (g) Mercantil San Patricio Assoc. S. en C. por A., S.E., 45% (d) Monacillos Center Assoc. S. en C. por A., S.E., 21% The Debtor relates that the reason for its bankruptcy filing was directly related to the actions or inaction of the Controlling Managers of these related entities, which prompted an "embargo" of the Debtor's bank account. The Debtor asserts as part of its Plan of Reorganization, the Debtor needs to know what action to follow with these entities. The Debtor submits that even though its case may appear to be a simple one, due to the nature of its main asset -- which is the Debtor's participation in all these entities, and the fact that the Debtor is not the controlling party of these entities -- an extension of time is necessary in order for the Debtor to file an adequate disclosure and a viable plan. Moreover, the Debtor intends to submit a Disclosure Statement and Plan of Reorganization that considers all financial information of the Debtor and its subordinate entities. Just recently, the Debtor has received certain information required for the preparation of the reports of its related entities. Still, the Debtor needs additional information which the Debtor believes will be produced in the near future. In addition, with the requested extension, the Debtor expects that the negotiation with its related entities will settle all pending matters between the parties and allow it to move forward with its reorganization process. About Oliver C & I Corp. Oliver C & I Corp., based in Guaynabo, Puerto Rico, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 16-08311) on October 17, 2016. The petition was signed by Max Olivera, vice-president and treasurer. The case is assigned to Judge Mildred Caban Flores. In its petition, the Debtor indicated $29.94 million in total assets and $1.06 million in total liabilities. The Debtor is represented by Carmen D. Conde Torres, Esq. at C. Conde & Assoc. The Debtor employs Doris Barroso Vicens of RSM Puerto Rico as its accountant; and Aurora Oti-Yvonnet of Villafane & Oti, Certified Public Accountants, PSC, as its external auditor. ONCOBIOLOGICS INC: Inks Registration Rights Pact with Investors --------------------------------------------------------------- Oncobiologics, Inc., on Feb. 3, 2017, entered into a registration rights agreement with certain investors, all of whom are the purchasers of its Senior Secured Notes and Warrants issued pursuant to that certain Note and Warrant Purchase Agreement, dated as of Dec. 22, 2016. Pursuant to the Agreement, the Company agreed, subject to certain exceptions, to: (i) prepare and file with the Securities and Exchange Commission no later than Feb. 15, 2017, a registration statement on Form S-1 covering the offer and resale from time to time of all of the shares of the Company's common stock issuable or issued pursuant to the terms of the warrants issued to the Investors pursuant to the NWPA; and (ii) promptly (but in no event more than 45 days) after the date on which the Company becomes S-3 eligible, to file with the SEC a registration statement on Form S-3 covering the offer and resale of all the Registrable Securities. The Company has agreed to use commercially reasonable efforts to cause such registration statements to be declared effective under the Securities Act of 1933, as amended, as soon as practicable. Additionally, the Agreement provides for certain monetary penalties if such registration statements are not filed or declared effective prior to certain dates as set forth in the Agreement. About Oncobiologics Oncobiologics, Inc., is a clinical-stage biopharmaceutical company focused on identifying, developing, manufacturing and commercializing complex biosimilar therapeutics. The Cranbury, New Jersey-based Company's current focus is on technically challenging and commercially attractive monoclonal antibodies, or mAbs, in the disease areas of immunology and oncology. Oncobiologics reported a net loss of $53.32 million on $2.97 million of collaboration revenues for the year ended Sept. 30, 2016, compared to a net loss of $48.66 million on $5.21 million of collaboration revenues for the year ended Sept. 30, 2015. As of Sept. 30, 2016, Oncobiologics had $23.70 million in total assets, $28.90 million in total liabilities and a total stockholders' deficit of $5.20 million. KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2016, citing that the Company has incurred recurring losses and negative cash flows from operations since inception and has an accumulated deficit at Sept. 30, 2016 of $147.4 million and $4.6 million of indebtedness that is due on demand, which raises substantial doubt about its ability to continue as a going concern. OPTIMA SPECIALTY: Committee Taps FTI as Financial Advisor --------------------------------------------------------- The official committee of unsecured creditors of Optima Specialty Steel, Inc. seeks approval from the U.S. Bankruptcy Court in Delaware to hire a financial advisor. The committee proposes to hire FTI Consulting, Inc. to provide these services: (a) assist in the preparation of analyses required to assess any proposed debtor-in-possession financing or use of cash collateral; (b) assist in the assessment and monitoring of short term cash flow, liquidity, and operating results of Optima Specialty and its affiliates; (c) review financial-related disclosures required by the court; (d) review the Debtors' incentive plans, any proposed key employee retention and other employee benefit programs; (e) review the Debtors' analysis of core business assets and the potential disposition or liquidation of assets; (f) review the Debtors' cost/benefit analysis with respect to the affirmation or rejection of various executory contracts and leases; (g) review the Debtors' identification of potential cost savings; (h) review and monitor any asset sale process; (i) review any tax issues associated with, but not limited to, claims or stock trading, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales; (j) review claims reconciliation and estimation process; (k) review other financial information prepared by the Debtors; (l) attend meetings and assist in discussions; (m) review or prepare information and analysis necessary for the confirmation of a plan; (n) assist in the evaluation and analysis of avoidance actions; (o) assist in the prosecution of committee responses or objections to the Debtors' motions. The hourly rates charged by the firm are: Senior Managing Directors $840 - $1,050 Directors $630 - $835 Senior Directors $630 - $835 Managing Directors $630 - $835 Consultants $335 - $605 Senior Consultants $335 - $605 Admin/Paraprofessionals/Associates $135 - $265 Samuel Star, senior managing director of FTI, disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtors' bankruptcy estate. The firm can be reached through: Samuel Star FTI Consulting, Inc. Three Times Square, 9th Floor New York, NY 10036 Tel: +1 212 247 1010 Fax: +1 212 841 9350 Email: samuel.star@fticonsulting.com About Optima Specialty Steel 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. Optima Specialty Steel 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. The Debtors engaged Greenberg Traurig, LLP, Wilmington, DE, as counsel. The Debtors tapped Ernst & Young LLP as their accountant. No request has been made for the appointment of a trustee or examiner. On January 4, 2017, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors. The committee hired Squire Patton Boggs (US) LLP as its lead counsel and Whiteford, Taylor & Preston LLC as its local Delaware counsel. ORANGE PEEL: Intends to File Plan by April 7 Pending Auction ------------------------------------------------------------ Orange Peel Enterprises, Inc. requests the U.S. Bankruptcy Court for the Southern District of Florida to extend the exclusive periods within which the Debtor has the exclusive right to file a plan and disclosure statement, and solicit acceptances to a plan, through April 7, 2017 and June 5, 2017, respectively. By prior Order, the Court extended the plan deadline to February 6, 2017, as well as the plan solicitation period to April 6, 2017. Subsequently, on February 3, the Court has also entered an interim order granting the Debtor's Sale Motion and scheduling an auction of substantially all of the Debtor's assets for February 22. Consequently, the Debtor avers that the February 22 auction is a substantial unresolved contingency that will directly impact the formulation of a plan, and therefore, a reasonable cause to grant the requested extensions. About Orange Peel Enterprises, Inc. Orange Peel Enterprises, Inc. dba GREENS+, based in Vero Beach, Fla., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 16-21023) on August 9, 2016. The petition was signed by Jude A. Deauville, CEO. The Hon. Erik P. Kimball presides over the case. Bradley S. Shraiberg, Esq., at Shraiberg Ferrara Landau & Page PA, as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $100 million to $500 million in liabilities. The Office of the U.S. Trustee on Sept. 23, 2016, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Orange Peel Enterprises, Inc. OTEX RESOURCES: Seeks to Hire Larry Vick as Legal Counsel --------------------------------------------------------- Otex Resources LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire legal counsel. The Debtor proposes to hire Larry Vick, Esq., to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. He will be paid an hourly rate of $375 for his services. Mr. Vick does not represent any interest adverse to the Debtor or its bankruptcy estate, according to court filings. Mr. Vick maintains an office at: Larry A. Vick, Esq. 10497 Town & Country Way, Suite 700 Houston, TX 77024 Tel: 713-239-1062 Fax: 832-202-2821 Email: lv@larryvick.com About Otex Resources Otex Resources LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 17-80033) on January 31, 2017. The petition was signed by Thomas E. Fereday, managing member. The case is assigned to Judge Marvin Isgur. At the time of the filing, the Debtor disclosed $560,172 in assets and $1.71 million in liabilities. PARAGON OFFSHORE: Creditors' Panel Opposes Plan Filing Extension ---------------------------------------------------------------- Alex Wolf, writing for Bankruptcy Law360, reports the official committee of unsecured creditors of Paragon Offshore PLC, et al., asked the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware to not allow the Debtors to extend the exclusivity period for the Debtor to file a Chapter 11 plan. According to Law360, the creditors complained that the Debtors' pending third attempt at reorganization unjustifiably leaves unsecured creditors "largely out in the cold." As reported by the Troubled Company Reporter on Jan. 30, 2017, the Debtor and its affiliated debtors requested the Court to extend the exclusive periods during which the Debtors may file their plan of reorganization and obtain acceptances of their plan through and including March 31, 2017 and May 30, 2017, respectively. About Paragon Offshore Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon's operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters (four drillships and two semi-submersibles). Paragon's primary business is contracting its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon's principal executive offices are located in Houston, Texas. Paragon is a public limited company registered in England and Wales and its ordinary shares have been trading on the over-the-counter markets under the trading symbol "PGNPF" since Dec. 18, 2015. Paragon Offshore Plc, et al., filed Chapter 11 bankruptcy Petitions (Bankr. D. Del. Case Nos. 16-10385 to 16-10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debt of $2.96 billion as of Sept. 30, 2015. The Debtors engaged Weil, Gotshal & Manges LLP as general counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard Freres & Co. LLC as financial advisor, Alixpartners, LLP as restructuring advisor, and Kurtzman Carson Consultants as claims and noticing agent. PARSLEY ENERGY: Moody's Hikes CFR to B1 & Rates New Notes B2 ------------------------------------------------------------ Moody's Investors Service upgraded Parsley Energy LLC's Corporate Family Rating (CFR) to B1 from B2, Probability of Default Rating (PDR) to B1-PD from B2-PD and senior unsecured notes to B2 from B3, and affirmed its SGL-3 Speculative Grade Liquidity (SGL) rating. At the same time, Moody's rated its proposed $350 million senior unsecured notes B2. The notes are expected to be issued to partially fund the purchase of over 70,000 net acres in the Midland Basin (Double Eagle acquisition). This acquisition is predominantly equity funded. The rating outlook remains stable. "The upgrade reflects Moody's expectations that Parsley Energy will continue to deliver significant production growth in 2017 while keeping a healthy balance sheet," commented Arvinder Saluja, Moody's Senior Analyst. "Management has exhibited good operating and fiscal discipline since Parsley's IPO in mid-2014 by prudently funding its drilling program and acquisitions and achieving significant production and reserves growth in a tough industry environment." Issuer: Parsley Energy LLC Upgrades: -- Probability of Default Rating, Upgraded to B1-PD from B2-PD -- Corporate Family Rating, Upgraded to B1 from B2 -- Senior Unsecured Regular Bond/Debentures, Upgraded to B2 (LGD 4) from B3 (LGD 4) Affirmations: -- Speculative Grade Liquidity Rating, Affirmed SGL-3 Assignments: -- Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD 4) Outlook Actions: Issuer: Parsley Energy LLC -- Outlook, Remains Stable RATINGS RATIONALE Parsley's B1 CFR reflects the company's strong execution on its growth capital spending, material production growth despite weak commodity prices, and improving credit metrics which have been helped by equity issuances. The B1 rating also reflects its relatively modest scale and concentrated geographic presence. The rating incorporates expectation of good cash margins partly due to Parsley's hedges for 2017-2019. The CFR is supported by good acreage in the Permian Basin which will be further enhanced by the Double Eagle acquisition, liquids-rich production that generates healthy cash margins, multiple year drilling inventory, and a high degree of operational control over its leasehold acreage, which allows for flexible capital allocation and development of its acreage in light of crude price volatility. In accordance with Moody's Loss Given Default methodology, the existing and new senior unsecured notes are rated B2, one notch below Parsley's B1 CFR due to the subordination of the notes to the $600 million senior secured revolving credit facility Parsley's SGL-3 rating reflects adequate liquidity. In October 2016, the company entered into a new credit agreement that that provided for an initial borrowing base of $900 million, with an initial committed capacity of $600 million that matures in October 2021. As of September 30, 2016 the company had $0.3 million in letters of credit and no outstanding borrowings under its revolving credit facility, and $574.5 million in cash (includes $2.8 million of restricted cash). Parsley is likely to have 2017 capex budget of $1-1.15 billion, which includes the planned drilling related to the Double Eagle acquisition. Under Moody's commodity price estimates, the company's liquidity should be sufficient to cover the planned capex. The revolving credit facility has two financial covenants -- a current ratio of at least 1.0x and a consolidated leverage ratio of 4.0x. Moody's expects the company to be in compliance with these covenants, although the leverage ratio headroom could become tight depending on the pace of revolver borrowings to fund drilling and related production volume response. The stable outlook reflects Moody's expectations that Parsley will continue to execute on its growth plans in 2017 while maintaining a good cost structure and favorable credit metrics. If Parsley is able to maintain production growth at competitive costs; sustainably maintain RCF/debt ratio above 40% and debt to proved developed reserves below $9; and take meaningful steps to minimize ongoing cash flow outspend, an upgrade could be considered. Moody's could consider a negative outlook or a downgrade if the RCF/debt ratio falls below 15% or the debt to average daily production ratio could not be sustained below $30,000 per boe. The principal methodology used in these ratings was Global Independent Exploration and Production Industry published in December 2011. Parsley Energy, LLC is an oil and gas exploration and production (E&P) company with all of its properties located in the Midland and Delaware Basins in west Texas. PARSLEY ENERGY: S&P Assigns 'B+' Rating on Proposed $350MM Notes ---------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating (the same as the corporate credit rating) and '3' recovery rating to Texas–based Parsley Energy LLC's proposed $350 million senior unsecured notes due 2025. The notes are being co-issued by Parsley Finance Corp. The '3' recovery rating indicates S&P's expectation of meaningful (50% to 70%; upper half of the range) recovery in the event of default. The company will use the note proceeds, along with a concurrent common stock offering, to help finance its recently announced $2.8 billion acquisition of assets in the Midland Basin from Double Eagle Energy Permian LLC (not rated). The ratings on Parsley Energy reflect S&P's assessment of the company's weak business risk and aggressive financial risk profiles. These assessments incorporate the company's relatively small but growing proved reserve base, geographic concentration in a single basin, high capital spending needs, and sizeable portion of undeveloped reserves. These risks are somewhat offset by the relatively low finding and development risk for reserves in the Permian Basin, the company's significant exposure to crude oil and resulting above-average profitability, expectation for good production growth, and its properties' high operatorship. The ratings also include S&P's expectation that funds from operation to debt will remain above 20% despite high capital spending and its projected outspending of cash flows. RATINGS LIST Parsley Energy LLC Corporate credit rating B+/Stable/-- New Rating Parsley Energy LLC Parsley Finance Corp. $350 mil sr unsecd nts due 2025 B+ Recovery rating 3H PFO GLOBAL: Intends to Obtain $420K Financing, Use Cash Collateral ------------------------------------------------------------------ PFO Global, Inc. and its affiliated Debtors seek authorization from the U.S. Bankruptcy Court for the Northern District of Texas to obtain post-petition financing and to use cash collateral. The Debtors propose to obtain post-petition financing from Hillair Capital Management LLC., as Administrative Agent, and the Lenders party thereto, in an interim amount not to exceed $200,000, and up to a total aggregate amount of $420,000. The Debtors' proposed Budget provides for total operating cash disbursements of approximately $572,500 and estimates total reorganization costs of $431,500 for the period from February 2017 through April 2017. The Debtors acknowledge that substantially all of their assets are subject to the Pre-Petition Liens. The Debtors relate that prior to the Petition Date, PFO Global entered into that certain Securities Purchase Agreement with Hillair Capital Investments, L.P. through which PFO Global entered into a series of debenture agreements. As of the Petition Date, Hillair Capital was owed the aggregate principal amount of not less than $10,668,000, guaranteed by all of the Debtors and secured by each of the respective Debtors' rights and interests in personal property and any proceeds thereof. The Debtors contend that they have an immediate need to obtain the DIP Facility and use the Pre-Petition Collateral, including the Cash Collateral, in order to permit, among other things: (a) the orderly continuation of the operation of its business, (b) the management and preservation of the Debtors' assets and property, (c) the sale of substantially all of the Debtors' assets, (d) to maintain business relationships with vendors, suppliers and customers, particularly since suppliers will no longer provide goods or services to the Debtors without pre-payment; (e) to make payroll, specifically, the Debtors' payroll is next due on February 7, 2017, (f) to satisfy other working capital and operational needs, and (g) maintain the going concern value of the Debtors' estates. The Debtors propose to grant security interests, liens and superpriority claims and other protections in order to provide adequate protection to the Hillair Capital and Pre-Petition Lenders, and Hillair Management. A full-text copy of the Debtor's Motion, dated January 31, 2017, is available at https://is.gd/dXCZC7 PFO Global, Inc. and its affiliates are represented by: Rosa R. Orenstein, Esq. Nathan M. Nichols, Esq. ORENSTEIN LAW GROUP, P.C. 1910 Pacific Ave., Suite 8040 Dallas, Texas 75201 Telephone: (214) 757-9101 About PFO Global PFO Global, Inc. and each of its affiliates Pro Fit Optix Holding Company, LLC, Pro Fit Optix, Inc., PFO Technologies, LLC, PFO Optima, LLC and PFO MCO, LLC. filed their respective Chapter 11 petitions (Bankr. N.D. Tex. Case No. 17-30355, Bankr. N.D. Tex. Case No. 17-30358, Bankr. N.D. Tex. Case No. 17-30361, Bankr. N.D. Tex. Case No. 17-30362, Bankr. N.D. Tex. Case No. 17-30363 and Bankr. N.D. Tex. Case No. 17-30365, respectively) on January 31, 2017. The Debtors are represented by Rosa R. Orenstein, Esq. and Nathan M. Nichols, Esq., at Orenstein Law Group, P.C. The Debtors are a consolidated group of companies that operate in the eyewear and lenses industry worldwide. Global owns 100% of the equity interests in Holding. In turn, Holding owns 100% of the equity interests in Optix, Technologies, Optima and MCO. Global is headquartered in Farmers Branch, Texas where primarily all corporate functions are performed as well as the support, sales and warehousing for all MCO and Technologies' products and services. Global, a publicly traded company, manufactures and delivers complete eyewear, prescription lenses and related services to the managed care insurance industry, which services the Medicaid and Medicare entitlement programs, independent eye care providers and accountable care organizations. Optima distributes distortion free polycarbonate lenses under the Resolution brand name. Technologies’ focus is on the development of disruptive technologies for the eyewear industry and supports the research and development of the other business units of Global. PFO Global reported a net loss of $15.66 million in 2015 following a net loss of $8.45 million in 2014. As of Sept. 30, 2016, PFO Global disclosed $1.75 million in total assets, $30.96 million in total liabilities and a total stockholders' deficit of $29.21 million. "As of September 30, 2016, the Company had cash of $130,413. As reflected in the accompanying condensed consolidated financial statements, the Company had a net loss of $4,735,782 and net cash and cash equivalents used in operations of approximately $3.01 million for the nine month period ended September 30, 2016. The Company has a working capital deficit of approximately $23 million and stockholders' deficit of approximately $29 million as of September 30, 2016. These factors raise substantial doubt about the Company's ability to continue as a going concern," the Company stated in its quarterly report for the period ended Sept. 30, 2016. PICO HOLDINGS: Machado Replaced by Banera's Bylinsky as Director ---------------------------------------------------------------- PICO Holdings, Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a diversified holding company reporting recurring losses since 2008. PICO owns 57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water Company, Inc., a securities portfolio and various interests in small businesses. PICO has $662 million in assets and $426 million in shareholder equity. Central Square Management LLC and River Road Asset Management LLC collectively own more than 11% of PICO. Other activists at http://ReformPICONow.com/(RPN) have taken to the Internet to advance the shareholder cause. On January 30, 2016, PICO announced a Settlement Agreement with 4.2% shareholder Bandera Partners, whereby Bandera Managing Director and Portfolio Manager Gregory Bylinsky will be nominated as Director at the 2017 Annual Meeting. In the meantime, Mr. Bylinsky will serve as an "Observer." Mr. Bylinsky will replace Michael Machado as Director, who will not stand for reelection at the 2017 Annual Meeting. The bloggers are only partially pleased. "Like other self-interested Directors Hapless Howie Brownstein and Raymond "Delaymond" Marino, the ignoble Desperado Machado will take a full year's pay for only 4 months work. If these men had a shred of dignity, they would forfeit 2/3 of their 2017 compensation. If you see these men at the Annual Meeting, there is only one appropriate question: If you work for 4 months, shouldn't you be paid for 4 months?" The bloggers welcome Mr. Bylinksky to the PICO Board. "We view the nomination and almost-certain election of Mr. Bylinsky as positive for shareowners. Mr. Bylinsky has an impeccable academic background; he studied undergrad at Yale and earned a JD from Harvard Law School in 1994. He worked as an Associate at Kaye Scholer LLP until 1998, where he specialized in litigation. Bored with law, Mr. Bylinsky entered finance with a position at Tower Research Capital LLC from 1998 through 2006. In 2006, Mr. Bylinsky and Jeff Gramm (the latter recently authored the excellent book 'Dear Chairman: Boardroom Battles and the Rise of Shareholder Activism'), started hedge fund Bandera Partners. Bandera is a respected, value-oriented hedge fund with a diverse portfolio from nanocap (TST: market cap $29 million) to megacap (GOOGL: market cap $285 billion). Assets are about $150 million." The bloggers want Mr. Bylinsky appointed to the PICO Compensation Committee. "There are a number of unanswered questions that are best resolved by those with an economic interest. First and foremost, PICO has publicly stated, in cryptic fashion, that it is considering Director/Executive compensation in the event of a monetization of UCP. We call on the PICO Board to reveal its conclusions before taking binding action. Neither we, nor any other shareholder/observer of PICO perceives any justification for compensation when the UCP stake is sold. One astute PICO observer recently stated, 'The payment of any bonus to any executive or director for the sale of PICO's stake in UCP is crazy.' We agree." PIONEER ENERGY: BNY Mellon Reports 5.47% Stake as of Dec. 31 ------------------------------------------------------------ The Bank of New York Mellon Corporation disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2016, it beneficially owns 4,136,889 shares of common stock of Pioneer Energy Services Corp. representing 5.47 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/VLcC0Y About Pioneer Energy Pioneer Energy Services Corp. provides land-based drilling services and production services to a diverse group of independent and large oil and gas exploration and production companies in the United States and internationally in Colombia. The Company also provides two of its services (coiled tubing and wireline services) offshore in the Gulf of Mexico. Pioneer Energy reported a net loss of $155 million in 2015 following a net loss of $38 million in 2014. As of Sept. 30, 2016, Pioneer Energy had $723.0 million in total assets, $471.7 million in total liabilities and $251.1 million in total shareholders' equity. * * * As reported by the TCR on March 7, 2016, Moody's Investors Service, on March 3, 2016, downgraded Pioneer Energy's Corporate Family Rating (CFR) to 'Caa3' from 'B2', Probability of Default Rating (PDR) to 'Caa3-PD' from 'B2-PD', and senior unsecured notes to 'Ca' from 'B3'. "The rating downgrades were driven by the material deterioration in Pioneer Energy's credit metrics through 2015 and our expectation of continued deterioration through 2016. The demand outlook for drilling and oilfield services is extremely weak, as witnessed by the steep and continued drop in the US rig count" said Sreedhar Kona, Moody's vice president. "The negative outlook reflects the deteriorating fundamentals of the services sector and the likelihood of covenant breaches." Pioneer Energy carries a "B+" corporate credit rating from Standard & Poor's Ratings. QUANTUM CORP: Private Capital Reports 4.9% Stake as of Nov. 21 -------------------------------------------------------------- Private Capital Management, LLC, disclosed in an amended Schedule 13D filed with the Securities and Exchange Commission on Feb. 6, 2017, that as of Nov. 21, 2016, it beneficially owns 13,495,902 shares of common stock of Quantum Corporation representing 4.98 percent of the shares outstanding. Mr. Gregg J. Powers also reported beneficial ownership of 14,347,794 common shares as of that date. PCM has acquired shares of Common Stock at an aggregate purchase price of $30,105,797 on behalf of its investment advisory clients. Funds for these purchases were derived from PCM clients. Mr. Powers acquired 586,500 shares of Common Stock in open market transactions and 265,392 shares (including unvested shares) as grants in respect of his service as a board director of the Issuer. The aggregate purchase price of his open market transactions was $533,715, which were acquired with his personal funds. A full-text copy of the regulatory filing is available at: https://is.gd/Epicwf About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. For the year ended March 31, 2016, Quantum Corp reported a net loss of $74.68 million following net income of $16.76 million for the year ended March 31, 2015. As of Dec. 31, 2016, Quantum had $230.7 million in total assets, $346.2 million in total liabilities and a stockholders' deficit of $116.6 million. QUANTUM CORP: Shareholder Plans to Nominate Five Persons to Board ----------------------------------------------------------------- VIEX Opportunities Fund, LP - Series One delivered a shareholder nomination letter to Quantum Corporation on Feb. 2, 2017, notifying the Company of its intent to nominate five persons, including Messrs. Dale L. Fuller and Clifford Press, for election to the Company's board of directors at the annual meeting of stockholders scheduled for March 31, 2017. In the Letter, Series One reserved the right, depending on certain factors, including the total number of directors up for election at the Annual Meeting, to withdraw certain or all of its Proposed Nominees, to nominate additional nominees for election to the Board at the Annual Meeting and/or to replace any of the Proposed Nominees. On or before Feb. 2, 2017, Series One entered into letter agreements pursuant to which it and its affiliates (the Reporting Persons) agreed to indemnify the Nominees against claims in connection with the proxy solicitation being considered by the Reporting Persons to nominate and elect directors at the Annual Meeting. The Reporting Persons entered into a Joint Filing Agreement in which they agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Company. As of Feb. 6, 2017: -- Series One beneficially owned 7,407,865 Shares representing 2.7% of the shares outstanding; -- VIEX Opportunities Fund, LP - Series Two beneficially owned 1,413,191 Shares representing 1% of the shares outstanding; -- VIEX Special Opportunities Fund III, LP beneficially owned 20,710,666 Shares representing 7.6% of the shares outstanding; -- VIEX GP, LLC, as the general partner of Series One and Series Two, may be deemed the beneficial owner of the (i) 7,407,865 shares owned by Series One and (ii) 1,413,191 shares owned by Series Two; -- VIEX Special Opportunities GP III, as the general partner of VSO III, may be deemed the beneficial owner of the 20,710,666 shares owned by VSO III; -- VIEX Capital Advisors, LLC, as the investment manager of Series One and Series Two, may be deemed the beneficial owner of the (i) 7,407,865 Shares owned by Series One, (ii) 1,413,191 Shares owned by Series Two and (iii) 20,710,666 owned by VSO III; -- Eric Singer, as the managing member of VIEX GP and VIEX Capital, may be deemed the beneficial owner of the (i) 7,407,865 Shares owned by Series One, (ii) 1,413,191 Shares owned by Series Two and (iii) 20,710,666 owned by VSO III; -- Dale L. Fuller beneficially owned 233,890 Shares, including 36,348 shares underlying restricted stock units awarded to him in his capacity as a director of the Company. Those units vest on the date of the Company's 2016 annual meeting; -- Clifford Press beneficially owned 62,500 Shares underlying 50% of 125,000 restricted stock units awarded to Mr. Press in his capacity as a director of the Company. Those units vest on April 1, 2017. The remainder of such stock units will vest in equal installments on July 1, 2017, Oct. 1, 2017, Jan. 1, 2018 and April 1, 2018. The aggregate percentage of Shares reported owned by each Reporting Person is based upon 271,184,262 Shares outstanding, which is the total number of Shares outstanding as of Oct. 28, 2016, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on Nov. 4, 2016. A full-text copy of the regulatory filing is available at: https://is.gd/L1RLMe About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. For the year ended March 31, 2016, Quantum Corp reported a net loss of $74.68 million following net income of $16.76 million for the year ended March 31, 2015. As of Dec. 31, 2016, Quantum had $230.7 million in total assets, $346.2 million in total liabilities and a stockholders' deficit of $116.6 million. RADIOSHACK CORP: Peter Kravitz Opposes Claims Filing Extension -------------------------------------------------------------- Steven Trader, writing for Bankruptcy Law360, reports that Peter Kravitz, the liquidating trustee overseeing the bankruptcy estate of RS Legacy Corp. fka RadioShack Corporation, filed with the U.S. Bankruptcy Court for the District of Delaware an objection to the California employees' motion for extension of claim deadline in their lawsuit alleging that the Debtor's successor is withholding payment for vested vacation time. Law360 adds that Mr. Kravitz is also seeking to claw back $3 million a separate creditor already collected. According to the report, Mr. Kravitz filed a complaint against WSA Distributing Inc., a California-based vendor that the Debtor had paid at least $3 million when buying cellphones and consumer equipment. About RadioShack Corporation Headquartered in Fort Worth, Texas, RadioShack was a retailer of mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company- operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. RadioShack Corp. and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015, disclosing total assets of $1.2 billion, versus total debt of $1.3 billion. David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki, Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M. Green, Esq., at Jones Day served as the Debtors' bankruptcy counsel. David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H. Schanne, II, Esq., at Pepper Hamilton LLP served as co-counsel. Carlin Adrianopoli at FTI Consulting, Inc., is the Debtors' restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround advisor. Lazard Freres & Co. LLC is the Debtors' investment banker. A&G Realty Partners is the Debtors' real estate advisor. Prime Clerk is the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors tapped Quinn Emanuel Urquhart & Sullivan, LLP, and Cooley LLP as co-counsel, and Houlihan Lokey Capital, Inc., as financial advisor and investment banker. * * * After an auction in March 2015, the Debtors sold most of the assets to General Wireless, Inc., an entity formed by Standard General, L.P., for $150 million. The Debtors also sold Mexican assets to Office Depot de Mexico, S.A. de C.V., for $31.8 million plus the assumption of debt. Regal Forest Holding Co. Ltd. bought the Debtors' intellectual property assets in Latin America for a purchase price of $5 million. In June 2015, the Debtors changed their name to RS Legacy Corporation, et al., following the sale of the Company's brand name and customer data to General Wireless. The bankruptcy judge on Oct. 2, 2015, issued an order confirming the first amended joint plan of liquidation of the Debtors. The centerpiece of the Plan is the resolution of various disputes among the Debtors, the Creditors' Committee and the SCP Secured Parties. The Plan was declared effective on Oct. 7, 2015. RADIOSHACK CORP: To Audit Former Workers' Health Care Claim Info ---------------------------------------------------------------- Vince Sullivan, writing for Bankruptcy Law360, reports that RadioShack Corporation's successor company RS Legacy Corp. will audit the health insurance claims information of its former workers to determine if there were potential overpayments made by the insurer. Law360 relates that RS Legacy's litigation trustee, Peter Kravitz, had asked to inspect all claims records for RadioShack employees and dependents who were covered under the health plans provided through United HealthCare. About RadioShack Corporation Headquartered in Fort Worth, Texas, RadioShack was a retailer of mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company- operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. RadioShack Corp. and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015, disclosing total assets of $1.2 billion, versus total debt of $1.3 billion. David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki, Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M. Green, Esq., at Jones Day served as the Debtors' bankruptcy counsel. David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H. Schanne, II, Esq., at Pepper Hamilton LLP served as co-counsel. Carlin Adrianopoli at FTI Consulting, Inc. is the Debtors' restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround advisor. Lazard Freres & Co. LLC is the Debtors' investment banker. A&G Realty Partners is the Debtors' real estate advisor. Prime Clerk is the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors tapped Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP as co-counsel, and Houlihan Lokey Capital, Inc., as financial advisor and investment banker. * * * After an auction in March 2015, the Debtors sold most of the assets to General Wireless, Inc., an entity formed by Standard General, L.P., for $150 million. The Debtors also sold Mexican assets to Office Depot de Mexico, S.A. de C.V., for $31.8 million plus the assumption of debt. Regal Forest Holding Co. Ltd. bought the Debtors' intellectual property assets in Latin America for a purchase price of $5,000,000. In June 2015, the Debtors changed their name to RS Legacy Corporation, et al., following the sale of the Company's brand name and customer data to General Wireless. The bankruptcy judge on Oct. 2, 2015, issued an order confirming the first amended joint plan of liquidation of the Debtors. The centerpiece of the Plan is the resolution of various disputes among the Debtors, the Creditors' Committee and the SCP Secured Parties. The Plan was declared effective on Oct. 7, 2015. RALSTON-LIPPINCOTT: Hires Hayward Parker as Attorneys ----------------------------------------------------- Ralston-Lippincott-Hasbrouck-Ingrassia Funeral Home, Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of New York to employ Hayward Parker O'Leary & Pinsky as attorneys. The Debtors require the Firm to: a. give legal advice to each Debtor regarding its powers and duties in the continued operation of the Debtor's business and the appropriate management of estate property; b. prepare all records and reports as required by the Bankruptcy Rules and the Local Bankruptcy Rules of the Southern District of New York, and the operating guidelines of the Office of the United States Trustee; c. assist in the determination of the value of property of the estate, the treatment of secured debt, the resolution of claims, the defense of motions for modification of the automatic stay, the provision of adequate protection; the disposition of property; and the treatment of claims in connection with a joint Chapter 11 plan of reorganization; d. negotiate and prepare all necessary and appropriate applications and proposed orders to be submitted to the Court, including without limitation applications for financing or the use of cash collateral, the retention of professionals; payment of critical vendors; maintenance of utility service, the sale of estate property; post-petition financing; and other applications pertinent to the successful resolution of this case; e. examine proofs of claim and prosecute objections to certain of such claims; f. provide advice and prepare documents in connection with reorganization, including the formulation and preparation of a disclosure statement and plan of reorganization; g. represent each estate's interest in any adversary proceeding; and h. other matters reasonably necessary to restructure the Debtor's indebtedness and reorganize their financial affairs in theses cases. The Firm will be paid at these hourly rates: Attorney $400 Paralegal $125 The Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mike Pinsky, Esq., partner in Hayward Parker O'Leary & Pinsky, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Firm may be reached at: Mike Pinsky, Esq. Hayward Parker O'Leary & Pinsky 225 Dolson Avenue, Suite 303 Post Office Box 929 Middletown, NY 10940 Tel: (845)343-6227 Fax: (845)343-1927 E-mail: mike.pinsky@hpoplaw.com About Ralston-Lippincott-Hasbrouck-Ingrassia Funeral Home Ralston-Lippincott-Hasbrouck-Ingrassia, Lippincott-Ingrassia Funeral Home, Inc., Lippincott Funeral Chapel, Inc. and CKI, LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y.. Case Nos. 17-35114, 17-35115, 17-35116, 17-35117) on January 26, 2017. Hon. Cecelia G. Morris presides over the case. Hayward, Parker, O'Leary & Pinsky represents the Debtor as counsel. Ralston-Lippincott-Hasbrouck-Ingrassia disclosed total assets of $1.280 million and total liabilities of $1.11 million and Lippincot-Ingrassia funeral disclosed total assets of $557,600 and total liabilities of $422,138. The petition was signed by Anthony Ingrassia, president. REALTY & SERVICES: Hires Vogel Bach & Horn as Counsel ----------------------------------------------------- Realty & Services Group Inc., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of New York to employ Vogel Bach & Horn, LLP as counsel to the Debtor and Debtor-in-Possession. The Debtor requires the Firm to: a. provide the Debtor with advice and preparing all necessary documents regarding debt restructuring, bankruptcy and asset dispositions; b. take all necessary actions to protect and preserve the Debtor's estate during the pendency of this Chapter 11 Case; c. prepare on behalf of the Debtor, as debtor-in-possession, all necessary motions, applications, answers, orders, reports and papers in connection with the administration of this Chapter 11 Case; d. counsel the Debtor with regard to its rights and obligations as debtor- in-possession; e. appear in Court to protect the interests of the Debtor; and f. perform all other legal services for the Debtor which may be necessary and proper in these proceedings and in furtherance of the Debtor's operations. The Firm will be compensated for the services described herein at a rate of $225 per hour. Prior to the filing of this case, the Firm received a retainer of $2,500. Eric H. Horn, Esq., partner of Vogel Bach & Horn, 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. The Firm may be reached at: Eric H. Horn, Esq. Shirin Movahed, Esq. Vogel Bach & Horn, LLP 1441 Broadway, 5th Floor New York, NY 10018 Tel: (212) 242-8350 Fax: (646) 607-2075 About Realty & Services Group Inc.. Realty & Services Group Inc.filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y.. Case No. 16-45643) on December 15, 2016. Hon. Sean H. Lane presides over the case. Vogel Bach & Horn, LLP represents the Debtor as counsel. The Debtor disclosed total assets of $1.50 million and total liabilities of $1.22 million. The petition was signed by Sanford Solny, officer. RITA RESTAURANT: Discloses New Provisions on Plan Funding --------------------------------------------------------- Rita Restaurant Corp. on Feb. 2 filed with the U.S. Bankruptcy Court for the Western District of Texas the company's latest disclosure statement, which explains its Chapter 11 plan of reorganization. The document discloses new provisions governing the funding for the restructuring plan. According to the disclosure statement, if Rita Restaurant does not have sufficient cash on hand to make the payments as of the effective date of the plan, All Jones LLC, FMP SA Management Group LLC, Alamorita Restaurant Company, LLC and Alamo HDP will either provide or make arrangements for providing the necessary funding to satisfy any shortfall. On the effective date of the plan, Rita Restaurant will transfer to an escrow account the amount that general unsecured creditors will receive as payment for their claims, and the amount agreed to by the company, All Jones, FMP, Alamorita and Alamo HDP to satisfy allowed claims. The reserve will be held by an escrow agent and the funds will be held in trust for the benefit of the claims required to be paid under the plan, will not constitute property of the reorganized company, and will not serve as collateral for any claim against the reorganized company, including the claims of secured creditor Lone Star, according to the latest disclosure statement. A copy of the first amended disclosure statement is available for free at: https://is.gd/A2JpUX About Rita Restaurant Corp. Rita Restaurant Corp. and its affiliates operate full service, casual dining restaurants, consisting of 16 Don Pablo's Mexican Kitchen restaurants ("Don Pablo's") and 1 Hops Grill and Brewery restaurant, located in 10 states in the United States. Don Pablo's is a chain of Tex-Mex restaurants founded in Lubbock, Texas in 1985. The menu features Tex-Mex items, salsa, tortillas and sauces and a range of other Mexican specialties. At one time, the chain had as many as 120 location throughout the United States making it the second largest full service Mexican restaurant chain in the United States during the late 1990s. Hops is a casual dining restaurant that offers fresh, made from scratch menu items in a relaxed atmosphere featuring signature dishes that are created from high-quality, fresh ingredients, prepared in a display style kitchen that allows the customer to view the cooking process. Rita Restaurant Corp., Don Pablo's Operating, LLC, and Hops Operating, LLC sought Chapter 11 protection (Bankr. W.D. Tex. Case Nos. 16-52272, 16-52274, and 16-52275, respectively) on Oct. 4, 2016. The petitions were signed by Peter Donbavand, vice-president. The cases are assigned to Judge Ronald B. King. The Debtors are represented by John E. Mitchell, Esq. and David W. Parham, Esq. At the time of the filing, Rita Restaurant and Don Pablo's estimated assets and liabilities at $1 million to $10 million, while Hops Operating estimated assets at $500,000 to $1 million and liabilities at $1 million to $10 million. ROCKY MOUNTAIN: Crackerjack Exercises Warrants to Buy Common Stock ------------------------------------------------------------------ Crackerjack Classic LLC exercised warrants to purchase 1,500,000 shares of Rocky Mountain High Brands, Inc.'s common stock on Jan. 20, 2017. The warrants featured a cashless exercise price of $0.001 per share. These warrants were issued to Crackerjack during the quarter ended Dec. 31, 2016, in exchange for services rendered. During the quarter ended Dec. 31, 2016, warrants to purchase a total of 1,687,500 additional shares of common stock were issued to various other parties as payment for services rendered and/or to fulfill certain contractual obligations. These warrants are immediately exercisable, have exercise prices of $0.02 to $0.03 per share, and expire in three years, as disclosed in a Form 8-K report filed with the Securities and Exchange Commission on Feb. 3, 2017. About Rocky Mountain Rocky Mountain High Brands, Inc., (RMHB) is a consumer goods brand development company specializing in developing, manufacturing, marketing, and distributing high quality, health conscious, hemp-infused food and beverage products and spring water. The Company currently markets a lineup of five hemp-infused beverages. RMHB is also researching the development of a lineup of products containing Cannabidiol (CBD). The Company's intention is to be on the cutting edge of the use of CBD in consumer products while complying with all state and federal laws and regulations. Rocky Mountain reported net income of $2.32 million on $1.07 million of sales for the fiscal year ended June 30, 2016, compared with a net loss of $16.62 million on $489,849 of sales for the fiscal year ended June 30, 2015. As of Sept. 30, 2016, Rocky Mountain had $2.33 million in total assets, $4.07 million in total liabilities, all current, and a total shareholders' deficit of $1.73 million. Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2016, citing that the Company has a shareholders' deficit of $1,477,250, an accumulated deficit of $16,878,382 at June 30, 2016, and has generated operating losses since inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. ROMAGNA CORP: Hires DelBello Donnellan Weingarten as Attorneys -------------------------------------------------------------- Romagna Corp., seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ DelBello Donnellan Weingarten Wise & Wiederkehr LLP as attorneys for the Debtor, nunc pro tunc to January 27, 2017. The Debtor requires DelBello Donnellan to: a. give advice to the Debtor with respect to its powers and duties as Debtor-in-Possession and the continued management of its property and affairs. b. negotiate with creditors of the Debtor and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan including, if need be, negotiations with the creditors and other parties in interest. c. prepare the necessary answers, orders, reports and other legal papers required for the Debtor's protection from its creditors under Chapter 11 of the Bankruptcy Code. d. appear before the Bankruptcy Court to protect the interest of the Debtor and to represent the Debtor in all matters pending before the Court. e. attend meetings and negotiate with representatives of creditors and other parties in interest. f. advise the Debtor in connection with any potential sale of the business. g. represent the Debtor in connection with obtaining post-petition financing, if necessary. h. take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization. i. perform all other legal services for the Debtor which may be necessary for the preservation of the Debtor's estates and to promote the best interests of the Debtor, its creditors and its estates. DelBello Donnellan will be paid at these hourly rates: Attorneys $375-$620 Law Clerks $200 Paraprofessionals $150 DelBello Donnellan received a pre-petition retainer in conjunction with the filing of this Chapter 11 case from Lorenzo Lorenzi, President and sole shareholder of the Debtor, in the amount of $10,000. Jonathan S. Pasternak, Esq., partner of the law firmDelBello Donnellan Weingarten Wise & Wiederkehr, 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. DelBello Donnellan may be reached at: Jonathan S. Pasternak, Esq. Dawn Kirby, Esq. DelBello Donnellan Weingarten Wise & Wiederkehr, LLP One North Lexington Avenue White Plains, NY 10601 Phone: (914) 681-0200 About Romagna Corp. Romagna Corp. filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 17-10178) on January 27, 2017. Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise & Wiederkehr, LLP serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. RXI PHARMACEUTICALS: Fails to Comply with Nasdaq Bid Price Rule --------------------------------------------------------------- RXi Pharmaceuticals Corporation received written notice from the Nasdaq Stock Market on Feb. 2, 2017, notifying the Company that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company's common stock for the 30 consecutive business days prior to the date of the Notification Letter, the Company does not currently meet the minimum bid price requirement. The Notification Letter does not impact the Company's listing on The Nasdaq Capital Market at this time. The Notification Letter states that the Company has 180 calendar days, or until Aug. 1, 2017, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the bid price of the Company's common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days at any time prior to Aug. 1, 2017. In the event that the Company does not regain compliance by Aug. 1, 2017, the Company may be eligible for additional time to reach compliance with the minimum bid price requirement. About RXi RXi Pharmaceuticals Corporation, a biotechnology company, focuses on discovering and developing therapies primarily in the areas of dermatology and ophthalmology. The company develops therapies based on siRNA technology and immunotherapy agents. Its clinical development programs include RXI-109, a self-delivering RNAi compound, which is in Phase IIa clinical trial that is used to prevent or reduce dermal scarring following surgery or trauma, as well as for the management of hypertrophic scars and keloids; and Samcyprone, an immunomodulation agent, which is in Phase IIa clinical trial for the treatment of various disorders, such as alopecia areata, warts, and cutaneous metastases of melanoma. The company's preclinical program includes the development of products for ocular indications with RXI-109, including retinal and corneal scarring. Its discovery stage development programs include a dermatology franchise for the discovery of collagenase and tyrosinase targets for its RNAi platform; and ophthalmology franchise, a program for the discovery of sd-rxRNA compounds for oncology indications, including retinoblastoma. The company was incorporated in 2011 and is headquartered in Marlborough, Mass. RXi reported a net loss of $10.22 million in 2015 following a net loss of $8.80 million in 2014. As of Sept. 30, 2016, RXi Pharmaceuticals had $4.90 million in total assets, $1.86 million in total liabilities and $3.03 million in total stockholders' equity. "The Company has limited cash resources, has reported recurring losses from operations since inception and has not yet received revenues from sales of products. These factors raise substantial doubt regarding the Company's ability to continue as a going concern, and the Company's current cash resources may not provide sufficient capital to fund operations for at least the next twelve months. Historically, the Company's primary source of financing has been through the sale of its securities. The continuation of the Company as a going concern depends upon the Company's ability to raise additional capital through an equity offering, debt offering or strategic opportunity to fund its operations. There can be no assurance that the Company will be successful in accomplishing these plans in order to continue as a going concern," the Company stated in its quarterly report for the period ended Sept. 30, 2016. SAM BASS: Hires Iron Horse Auction as Auctioneer ------------------------------------------------ Sam Bass Illustration & Design, Inc., seeks permission from the U.S. Bankruptcy Court for the Middle District of North Carolina to employ Iron Horse Auction Co., Inc., as auctioneer The Debtor requires Iron Horse Auction to hold an auction to sell 50 plus pieces of original Sam Bass art, 70 plus collector guitars, 20 plus guitar amplifiers and any other personal property assets in order to liquidate some of its assets and turn the same into cash. The Debtors have agreed to pay Iron Horse Auction the proposed fees and cost as provided in the Auction Marketing Proposal: a. Commission on all items: 15% b. Buyer's Premium on all items: 15% Thomas M. McInnis, member of Iron Horse Auction Co., Inc., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Iron Horse Auction may be reached at: Thomas M. McInnis Iron Horse Auction Co., Inc. 174 Airport Road Rockingham, NC 28379 Tel: (910)997-2248 Fax: (910)895-1530 About Sam Bass Illustration & Design Sam Bass Illustration & Design, Inc., filed a chapter 11 petition (Bankr. M.D.N.C. Case No. 16-51021) on Oct. 3, 2016. The petition was signed by Denise W. Bass, co-owner and secretary/treasurer. The Debtor estimated assets at $0 to $50,000 and liabilities at $100,001 to $500,000 at the time of the filing. The Debtor is represented by attorney Kristen Scott Nardone, Esq., at Davis Nardone, PC. The Debtor engaged Gordon, Keeter & Co. as accountant. No Official Committee of Unsecured Creditors has been appointed in the Chapter 11 case. SCOTT A. BERGER: Allowed to File Plan of Reorganization by April 3 ------------------------------------------------------------------ Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida to extended the exclusive period during which only Scott A. Berger, M.D., P.A. may file a Plan and Disclosure Statement through and including April 3, 2017, and its exclusive solicitation deadline to June 2, 2017. The Troubled Company Reporter had earlier reported that the Debtor requests the Court to extend its exclusive plan filing period telling the Court that it had been aggressively pursuing every issue of its case in an effort to bring about resolution of the problems faced which brought about its bankruptcy filing. The Debtor also told the Court that it had been working with creditors to resolve host of issues so that it may generate and sustain a profitable position to propose a confirmable plan of reorganization. The Debtor added that Comerica had agreed to the requested extension of the deadlines. About Scott A. Berger, M.D., P.A. Scott A. Berger, M.D., PA, a/k/a Pain Management Consultants of South Florida, a/k/a Pain Management Consultants of West Boca, filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 16-19155) on June 29, 2016. The petition was signed by Scott A. Berger, MD, director. The Debtor is represented by Tarek K. Kiem, Esq., at Rappaport Osborne Rappaport & Kiem, PL. The case is assigned to Judge Erik P. Kimball. The Debtor estimated assets at $100,000 to $500,000 and debt at $1 million to $10 million at the time of the filing. The Debtor is based at 9970 Central Park Blvd #401, Boca Raton, Florida. SCOUT MEDIA: Sale of All Assets to CBS for $9.5 Million Approved ---------------------------------------------------------------- Judge Michael E. Wiles of the U.S. Bankruptcy Court for the Southern District of New York authorized Scout Media, Inc.'s sale of substantially all assets to CBS 247, Inc., for $9,500,000. The sale and bidding procedures hearing was held on Feb. 1, 2017. The sale is free and clear of all Encumbrances. The Network Affiliate and License Agreement by and between the Debtor and Full Time Fantasy Sports, LLC, dated Sept. 1, 2016, is not assumed and assigned to the Purchaser. The Marketing and Promotion Agreement by and between MLB Advanced Media, L.P. and North American Membership Group, dated April 28, 2010 (as amended), and the License Agreement by and between Major League Baseball Properties, Inc., are not assumed and assigned to the Purchaser. These MLB Domain Names will be transferred to Purchaser on an "as is, where is" basis pursuant to the terms of the Order and the APA: (i) MLBINSIDERS.COM, (ii) MLBINSIDERSCLUB.COM, (iii) MLBNETWORKINSIDERSCLUB.COM, (iv) SCOUTMLB.COM, (v) SCOUTMLBNETWORK.COM, (vi) MYMLBINSIDERSCLUBRENEWAL.COM, (vii) RENEWMYMLBICACCOUNT.COM, and (viii) RENEWMYMLBINSIDERSCLUB.COM. The Purchaser will have no obligations to MLB or any other person with respect to claims or encumbrances relating to the MLB Domain Names to the extent such claims or Encumbrances arose prior to the closing of the transactions contemplated by the APA and relate to any period prior to the closing of the transactions contemplated by the APA; provided, however, that as is more particularly described on the record at the Feb. 1, 2017 hearing on the Motion, such transfer of the MLB Domain Names or any other assets to the Purchaser will be without prejudice to all of MLB's rights, remedies, and claims against the Debtors with respect to the MLB Intellectual Property rights. The Debtor is authorized and directed to instruct Sherwood Partners, Inc. to (i) hold the Deposit Amount in accordance with the APA and (ii) release and deliver the Deposit Amount pursuant to the terms of the APA. Except as expressly provided in the APA with respect to Assumed Liabilities, the Purchaser has not assumed any liability whatsoever with respect to the Debtors' (or their predecessors or affiliates) businesses or operations or any of the Debtors' (or their predecessors or affiliates) obligations. The Debtor is authorized and directed to assume and assign to the Purchaser each of the Transferred Agreements pursuant to the terms of the APA, free and clear of all Encumbrances. The payment of the Cure Costs by the Purchaser under the APA and the Sale Order (or such other amount agreed to by any party to an Assumed Contract and the Debtors with the prior written consent of the Purchaser) (a) cures all monetary defaults existing thereunder as of the assignment of the Transferred Agreements to the Purchaser in accordance with the terms of the APA; (b) compensates the applicable counterparties for any actual pecuniary loss resulting from such default; and (c) together with the assumption of the Transferred Agreements by the Debtor and the assignment of the Transferred Agreements to the Purchaser constitutes adequate assurance of future performance thereof. The Purchaser is not obligated to make any payment of any kind to any broker, finder, or financial advisor of the Debtors as a result of the consummation of the Sale Transaction. Upon closing of the Sale Transaction, the proceeds will be disbursed as follows: a. Sherwood Partners, Inc. will receive its Transaction Fee in the amount of $95,000; b. Multiplier Capital, LP will be repaid the outstanding amount, as of the closing date of the Sale Transactions, of the "Final DIP Obligations," as such term is defined in the Final DIP Order; c. Kelley Drye & Warren LLP will receive 50% of the remaining proceeds ("Escrowed Funds") to be held in escrow in an IOLTA account, which Escrowed Funds will be subject to any order of this Court; and d. Multiplier Capital, LP will receive the remaining 50% of the proceeds as repayment on account of the Pre-Petition Obligations. Any disbursements to Multiplier Capital will be subject to disgorgement in the event of a successful Challenge. Multiplier Capital will continue to fund these estates, through the procedure stated, in accordance with the Supplemental Budget until such time as (i) Multiplier Capital, the Committee, and the Debtors agree to the ultimate distribution of the Escrowed Funds which distribution must be approved by the Court; or (ii) upon further order of the Court. Until such time, Kelley Drye & Warren will distribute Escrowed Funds to the Debtors' operating accounts for costs of administering these estates in accordance with the Supplemental Budget upon written direction from the Debtors and Multiplier Capital; provided, however, that to the extent the Debtors, Multiplier Capital, or the Committee disagree on any proposed disbursement, such disagreement will be resolved by the Court and Kelley Drye & Warren will be under no obligation to make such disbursement until resolution of such disagreement by the Court or agreement of the parties. Notwithstanding Bankruptcy Rules 6004(h), 6006(d), and 7062, the Sale Order will be effective and enforceable immediately upon entry. A copy of the APA attached to the Order is available for free at: http://bankrupt.com/misc/Scout_Media_238_Order.pdf About Scout Media, Inc. 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. The Committee retained Kelley Drye & Warren LLP as counsel and BDO Consulting LLC as financial advisor for the Committee. SCPD GRAMERCY: Settles ACM's $14.9-Mil. Secured Claims ------------------------------------------------------ SCPD Gramercy 1 Holding LLC, et al., filed with the U.S. Bankruptcy Court for the Southern District of New York their first amended disclosure statement in connection with its first amended plan chapter 11 plan of reorganization, which would give general unsecured creditors 5% of their allowed claims. The Plan will be implemented by way of a settlement with the Debtor's secured lender, ACM Shelf A LLC. ACM filed a proof of claim asserting amounts totaling $14,950,767 in connection with the loans of the Petition Date, all of which were secured by liens against the Debtors' assets. The Debtors and ACM came to a mutually agreeable settlement concerning the amounts owed to ACM. The material terms of the settlement include the following: (a) ACM will accept the sum of $12,600,000 under a confirmed Chapter 11 plan in settlement of its secured claim, provided that the amount is paid within 60 days; (b) the sum of $400,00 will be deposited into escrow with the Debtor's counsel within five days to be held pending confirmation of a Chapter 11 plan; (c) Gramercy I Holding will sign a deed in lieu of foreclosure in favor of ACM, which will be held in escrow by ACM's counsel; and (d) in the event the Debtors fail to confirm a Chapter 11 plan, fail to fully pay $12,600,000 to ACM, and/or fail to make the $400,000 good faith deposit as agreed, then the deed in lieu of foreclosure will be released from escrow and ACM may record the same. Class 3 under the plan consists of Allowed General Unsecured Claims against the Debtors. The Allowed General Unsecured Claims are estimated not to exceed approximately $2,250,000. The amount includes the $1,448,000 General Unsecured Claim in favor of ACM Shelf A LLC, which was agreed upon as part of the settlement and on account of which ACM has waived any Distribution. Under the Plan, the Debtors will make a first and final Pro Rata Distribution of Cash to each holder of an Allowed Class 3 General Unsecured Claim in an amount equal to 5% of its Allowed Claim on the Effective Date in full satisfaction of said Claims. The original plan stated that Class 2 NYCTL Secured Claim will not exceed approximately $750,000. The primary vehicles for the implementation of the Plan are the equity financing and the construction financing. A full-text copy of the First Amended Plan is available at: http://bankrupt.com/misc/nysb16-11885-50.pdf About SCPD Gramercy SCPD Gramercy 1 LLC and SCPD Gramercy 1 Holding LLC are New York limited liability companies formed in 2013 for the purpose of acquiring, owning, and developing certain real property located at 327 East 22nd Street, New York, New York, Block 928, Lot 5, in the Gramercy neighborhood of Manhattan. SCPD Gramercy holds title to the Property and is the operating entity. SCPD Holding's sole purpose is to hold all of the membership interests in SCPD Gramercy. The Debtors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. N.Y. Case Nos. 16-11886 and 16-11885) on June 30, 2016. The petitions were signed by Arnold Cariaso, authorized sign or on behalf of the manager SC Property Development, LLC. The cases are assigned to Judge Sean H. Lane. At the time of the filing, the Debtors estimated their assets and debts at $0 to $50,000. The Debtors are represented by Douglas J. Pick, Esq., at Pick & Zabicki LLP. SEANERGY MARITIME: Signs $20M Equity Distribution Pact With Maxim ----------------------------------------------------------------- Seanergy Maritime Holdings Corp., on Feb. 3, 2017, entered into an equity distribution agreement with Maxim Group LLC, as sales agent, under which the Company may offer and sell, from time to time through Maxim up to $20 million of its common shares, par value $0.0001 per share. The Company will determine, at its sole discretion, the timing and number of shares to be sold pursuant to the Equity Distribution Agreement along with any minimum price below which sales may not be made. Maxim will make any sales pursuant to the Equity Distribution Agreement using its commercially reasonable efforts consistent with its normal trading and sales practices. Sales of common shares, if any, may be made by means of ordinary brokers' transactions on the Nasdaq Capital Market, in negotiated transactions or transactions that are deemed to be "at the market" offerings as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, including sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices. A copy of the Equity Distribution Agreement is available for free at https://is.gd/d8wo3w About Seanergy Athens, Greece-based Seanergy Maritime Holdings Corp. is an international company providing worldwide seaborne transportation of dry bulk commodities. The Company owns and operates a fleet of seven dry bulk vessels that consists of three Handysize, two Supramax and two Panamax vessels. Its fleet carries a variety of dry bulk commodities, including coal, iron ore, and grains, as well as bauxite, phosphate, fertilizer and steel products. For the year ended Dec. 31, 2015, the Company reported a net loss of US$8.95 million on US$11.2 million of net vessel revenue compared to net income of US$80.3 million on US$2.01 million of net vessel revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Seanergy had US$203.60 million in total assets, US$184.45 million in total liabilities and US$19.15 million in stockholders' equity. Ernst & Young (Hellas) Certified Auditors-Accountants S.A., in Athens, Greece, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company reports a working capital deficit and estimates that it may not be able to generate sufficient cash flow to meet its obligations and sustain its continuing operations for a reasonable period of time, that in turn raise substantial doubt about the Company's ability to continue as a going concern. SEVEN HILLS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Seven Hills Construction, LLC dba Seven Hills Construction, LLC of NC 21430 Timberlake Road, PMB #326 Lynchburg, VA 24502 Case No.: 17-60251 Chapter 11 Petition Date: February 8, 2017 Court: United States Bankruptcy Court Western District of Virginia (Lynchburg) Judge: Hon. Rebecca B. Connelly Debtor's Counsel: Hannah White Hutman, Esq. HOOVER PENDROD, PLC 342 South Main Street Harrisonburg, VA 22801 Tel: 540-433-2444 Fax: 540-433-3916 E-mail: hhutman@hooverpenrod.com bdriver@hooverpenrod.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Thomas J. Hockycko, sole member. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/vawb17-60251.pdf SOUTHERN GRADING: Seeks to Hire Allegiant Law as Legal Counsel -------------------------------------------------------------- Southern Grading, Incorporated seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Allegiant Law P.C. to give legal advice regarding its duties under the Bankruptcy Code, prepare a plan of reorganization, negotiate with creditors, and provide other legal services. Allegiant Law will charge an hourly rate of $350 for the services of its attorneys and $175 for paralegals. John Barrett, Esq., at Allegiant Law, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: John M. Barrett, Esq. Allegiant Law P.C. 200 South Kellam Road Virginia Beach, VA 23462 Tel: (757) 456-5297 Fax: (757) 456-5298 About Southern Grading Southern Grading, Incorporated sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 17-70049) on January 5, 2017. The petition was signed by Keith J. Bartee, president. The case is assigned to Judge Stephen C. St. John. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million to $10 million. SPANISH BROADCASTING: Reports Select Financial Results for 2016 --------------------------------------------------------------- Spanish Broadcasting System, Inc., reported select preliminary financial results for the year-ended Dec. 31, 2016. For the full year 2016, the Company currently expects consolidated Adjusted OIBDA, which excludes non-cash stock-based compensation, to be approximately $47.5 million, an increase of 21% over 2015, and radio Adjusted OIBDA to be approximately $56.6 million, an increase of 14% over 2015. Adjusted OIBDA margins were approximately 33% for consolidated and 44% for radio for the full year 2016 compared to 27% and 37%, respectively, in 2015. Consolidated Operating Income will be approximately $42.2 million, representing a growth rate of 25% over 2015, and radio Operating Income will be approximately $54.7 million, representing a growth rate of 16% over 2015. "Our select preliminary results for 2016 highlight our strongest performance in over a decade, with our Adjusted OIBDA* growth and operating margins ranking among the best in our industry," commented Raul Alarcon, Chairman and CEO. "During 2016, we successfully and efficiently grew our key operating units in all of the Company's markets, while simultaneously launching and integrating a unique digital video platform and augmenting our radio networks and live events initiatives, thus paving the way for continued expansion. "Innovation" - "Adaptation" - "Integration": these are the cornerstone concepts that we will implement throughout and beyond 2017 to build upon our leadership position in Hispanic media and entertainment." A full-text copy of the press release is available for free at: https://is.gd/FAhHgI About Spanish Broadcasting Headquartered in Coconut Grove, Florida, Spanish Broadcasting System, Inc. (OTCQX:SBSAA) -- http://www.spanishbroadcasting.com/ -- owns and operates 21 radio stations targeting the Hispanic audience. The Company also owns and operates Mega TV, a television operation with over-the-air, cable and satellite distribution and affiliates throughout the U.S. and Puerto Rico. Its revenue for the twelve months ended Sept. 30, 2010, was approximately $140 million. As of Sept. 30, 2016, Spanish Broadcasting had $451.7 million in total assets, $569.4 million in total liabilities and a total stockholders' deficit of $117.7 million. * * * As reported by the TCR on Feb. 1, 2016, Moody's Investors Service downgraded Spanish Broadcasting System's Corporate Family Rating to 'Caa2' from 'Caa1', Probability of Default Rating to 'Caa3-PD' from 'Caa1-PD', and lowered its Speculative Grade Liquidity Rating to SGL-4 from SGL-3. Spanish Broadcasting's 'Caa2' Corporate Family Rating and Caa3-PD Probability of Default Rating reflect very high debt+preferred stock-to-EBITDA of 10.4x estimated for LTM December 2015 (including Moody's standard adjustments, 6.9x excluding preferred stock and accrued dividends), the need to address the Voting Rights Triggering Event, and the heightened potential of a payment default given the near term maturity of the 12.5% senior secured notes due April 2017. As reported by the TCR on June 21, 2016, S&P Global Ratings said it lowered its corporate credit rating on Spanish Broadcasting System to 'CCC' from 'CCC+'. SPOON PRIME: Taps Genova & Malin as Legal Counsel ------------------------------------------------- Spoon Prime Properties, 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 Genova & Malin to give legal advice regarding its duties under the Bankruptcy Code, take actions to void liens against its property, and provide other legal services. Michelle Trier, Esq., disclosed in a court filing that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. Genova & Malin can be reached through: Andrea B. Malin, Esq. Michelle L. Trier, Esq. Genova & Malin 1136 Route 9 Wappingers Falls, NY 12590 Phone: (845) 298-1600 About Spoon Prime Properties Spoon Prime Properties, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-35154) on January 31, 2017. The case is assigned to Judge Cecelia G. Morris. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. STONE ENERGY: Dimensional Fund No Longer Holds Shares ----------------------------------------------------- Dimensional Fund Advisors LP said in a regulatory filing with the Securities and Exchange Commission that as of Dec. 31, 2016, it no longer held shares of Stone Energy Corp. common stock. The fund may be reached at: Christopher Crossan Global Chief Compliance Officer Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, TX 78746 Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts. In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries may possess voting and/or investment power over the securities of the Issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds. However, all securities reported in this schedule are owned by the Funds. Dimensional disclaims beneficial ownership of such securities. In addition, the filing of this Schedule 13G shall not be construed as an admission that the reporting person or any of its affiliates is the beneficial owner of any securities covered by this Schedule 13G for any other purposes than Section 13(d) of the Securities Exchange Act of 1934. About Stone Energy Stone Energy Corp. is an independent oil and natural gas exploration and production company headquartered in Lafayette, Louisiana with additional offices in New Orleans, Houston and Morgantown, West Virginia. Stone is engaged in the acquisition, exploration, development and production of properties in the Gulf of Mexico and Appalachian basins. Stone Energy had 247 employees as of the bankruptcy filing. Stone Energy Corp. and two affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Case Nos. 16-36390, 16-36391 and 16-36392) on Dec. 14, 2016, to pursue a prepackaged plan of reorganization. Judge Marvin Isgur is assigned to the cases. The Debtors hired Latham & Watkins LLP as general counsel, Porter Hedges LLP as local counsel; Vinson & Elkins LLP as special counsel; Alvarez & Marsal North America, LLC as financial advisor; Lazard Freres & Co. LLC, as investment banker; and Epiq Bankruptcy Solutions, LLC as claims, noticing, solicitation and balloting agent. STONE ENERGY: Franklin Resources Reports 6.7% Equity Stake ---------------------------------------------------------- Franklin Resources, Inc. said in a regulatory filing with the Securities and Exchange Commission that as of Dec. 31, 2016, it and its affiliated entities may be deemed to beneficially own 410,951 shares or roughly 6.7% of Stone Energy Corp. common stock. The holdings include 410,951 shares of common stock issuable on conversion of debt securities (as computed under Rule 13d‑3(d)(1)(i)). Franklin Resources may be reached at: Charles B. Johnson Rupert H. Johnson, Jr. Franklin Resources, Inc. Franklin Advisers, Inc. One Franklin Parkway San Mateo, CA 94403‑1906 Charles B. Johnson and Rupert H. Johnson, Jr. each own in excess of 10% of the outstanding common stock of FRI and are the principal stockholders of FRI. About Stone Energy Stone Energy Corp. is an independent oil and natural gas exploration and production company headquartered in Lafayette, Louisiana with additional offices in New Orleans, Houston and Morgantown, West Virginia. Stone is engaged in the acquisition, exploration, development and production of properties in the Gulf of Mexico and Appalachian basins. Stone Energy had 247 employees as of the bankruptcy filing. Stone Energy Corp. and two affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Case Nos. 16-36390, 16-36391 and 16-36392) on Dec. 14, 2016, to pursue a prepackaged plan of reorganization. Judge Marvin Isgur is assigned to the cases. The Debtors hired Latham & Watkins LLP as general counsel, Porter Hedges LLP as local counsel; Vinson & Elkins LLP as special counsel; Alvarez & Marsal North America, LLC as financial advisor; Lazard Freres & Co. LLC, as investment banker; and Epiq Bankruptcy Solutions, LLC as claims, noticing, solicitation and balloting agent. SULLIVAN VINEYARDS: Wants to Use Winery Rehabilitation Cash ------------------------------------------------------------ Sullivan Vineyards Corporation asks the U.S. Bankruptcy Court for the Northern District of California to authorize the use of the cash collateral of Winery Rehabilitation LLC and Stephen A. Finn. The Debtor operates a winery. The Debtor asserts that its assets include bottled wine inventory that has a value of over $2 million and accounts receivable with a value of approximately $31,000. The Debtor contends that it needs to use its business revenues to pay expenses that are necessary to preserve its cash flow streams. The Debtor believes that Winery Rehabilitation and Mr. Finn are adequately protected because the requested use of cash collateral will preserve the Debtor's cash flow stream, and also because the aggregate value of the assets securing their claims, including the real property owned by Sullivan Vineyards Partnership, an affiliated entity, exceeds $25 million. The Debtor submits that the dollar amount of the claim of Winery Rehabilitation is approximately $9.6 million, and the dollar amount of the disputed claim of Mr. Finn is approximately $4.6 million. A second preliminary hearing on the Debtor's use of cash collateral is scheduled on February 10, 2017 at 10:00 a.m., and the final hearing is scheduled on March 3, 2017 at 10:00 a.m A full-text copy of the Debtor's Motion, dated February 2, 2017, is available at https://is.gd/X87Slj Sullivan Vineyards Corporation is represented by: Steven M. Olson, Esq. LAW OFFICE OF STEVEN M. OLSON 100 E Street, Suite 104 Santa Rosa, CA 95404 Telephone: (707) 575-1800 Email: smo@smolsonlaw.com About Sullivan Vineyards Corporation Sullivan Vineyards Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 17-10065), on February 1, 2017. The Debtor is represented by Steven M. Olson, Esq., at the Law Office of Steven M. Olson. SUMMIT MIDSTREAM: Moody's Rates New $500MM Unsecured Notes 'B2' --------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Summit Midstream Holdings, LLC's and co-issuer Summit Midstream Finance Corp.'s proposed offering of $500 million senior unsecured notes due 2025. Summit's B1 Corporate Family Rating (CFR), its other ratings and stable outlook were unchanged. Net proceeds from this offering will be used to repay its existing $300 million 7.50% senior notes due 2021 and pay down indebtedness outstanding under its senior secured revolving credit facility. Moody's ratings are subject to review of all final documentation, and the final amount of senior notes issuance. "The proposed notes issuance is opportunistically refinancing Summit's higher-coupon existing notes while also extending maturities," commented Amol Joshi, Moody's Vice President. Issuer: Summit Midstream Holdings, LLC Assignments: -- Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD 5) RATINGS RATIONALE Summit's unsecured notes are rated B2, one notch below the company's B1 CFR, reflecting the priority claim of its relatively large $1.25 billion revolver to the company's assets. Moody's believes that the B2 rating is more appropriate for the senior unsecured notes than the rating suggested by Moody's Loss Given Default Methodology because of the expectation of a greater proportion of unsecured debt in the future. If the proportion of revolver debt to senior unsecured notes continues to remain high for an extended period, the company's senior unsecured notes could get downgraded. Summit's B1 CFR reflects its modest scale, geographically diverse asset base and diversified customer base. The rating is also supported by a business model with over 95% of its revenue stream derived from fee-based contracts, which in many cases are supported by minimum volume commitments (MVCs) and acreage dedications. Summit's organic growth is reliant on the development of certain assets that were dropped down in early 2016 from Summit Midstream Partners Holdings, LLC (SMP Holdings), exposing the company's potential cash flow and EBITDA growth to execution risk. Leverage and distribution coverage are likely to remain at moderate levels through 2017 but the uncertainty associated with the funding structure of the relatively large deferred purchase price obligation due in 2020 related to the 2016 asset drop down pressures the rating. Summit's SGL-3 Speculative Grade Liquidity Rating reflects its adequate liquidity profile through 2017. Summit had $7.6 million of cash and $617 million remaining undrawn under its $1.25 billion secured revolving credit facility as of 30 September 2016. The revolving credit facility matures in November 2018 and has a maximum total leverage ratio covenant of 5.5x at Summit through 31 December 2016 that steps down to 5.0x thereafter, as well as a minimum interest coverage ratio requirement of 2.5x. Availability under the revolver will be constrained by these covenants. Furthermore, at Summit's option, the total leverage ratio at Summit can increase to 5.5x for the 270-day period following the declaration of a defined Acquisition Period. Summit can also permanently increase its total leverage ratio threshold to 5.5x, any time at its option, subject to the inclusion of a 3.75x senior secured leverage ratio covenant. As of 30 September 2016 Summit was in compliance with the revolving credit facility's financial covenants. Moody's expects Summit to maintain compliance with these covenants but cushion for the total leverage ratio covenant is likely to tighten when it steps down to 5.0x on 31 March 2017. Summit's stable outlook incorporates the execution risk associated with developing the Utica assets that were dropped down in early 2016 to realize EBITDA and cash flow growth. An upgrade of Summit is possible if the company demonstrates progress towards sustaining leverage around 4x and consolidated leverage around 5x, and distribution coverage around 1.2x, while increasing EBITDA through further development of the Utica assets. Summit also needs to adequately address the funding structure of the large deferred purchase price obligation due in 2020. A rating downgrade of Summit could be considered if the assets that were dropped down in early 2016 underperform, or if leverage at Summit exceeds 5x on a sustained basis, or consolidated leverage exceeds 6x on a sustained basis, or Summit's distribution coverage drops below 1.1x. The principal methodology used in this rating was Global Midstream Energy published in December 2010. Summit is primarily engaged in natural gas gathering and processing in the Utica Shale, Williston Basin, Piceance/DJ Basins, Barnett Shale, and Marcellus Shale. SUMMIT MIDSTREAM: S&P Rates Proposed $500MM Unsec. Notes 'B+' ------------------------------------------------------------- S&P Global Ratings said it assigned its 'B+' issue-level rating and '4' recovery rating to Summit Midstream Holdings, LLC and Summit Midstream Finance Corp.'s proposed $500 million senior unsecured notes due 2025. The '4' recovery rating indicates S&P's expectation of average (30% to 50% range) recovery in the event of a payment default. The notes are guaranteed on a senior unsecured basis by Summit Midstream Partners L.P. The company will use net proceeds of the debt offering to tender for the 2021 notes and repay a portion of the debt outstanding under the revolving credit facility, which it drew on to finance the drop down acquisition from SMP Holdings in the first quarter of 2016. Woodlands, Texas-based Summit Midstream is a master limited partnership that develops, owns, and operates midstream energy infrastructure assets in the U.S. S&P's corporate credit rating on Summit is 'B+', and the outlook is stable. Ratings List Summit Midstream Partners L.P. Corporate Credit Rating B+/Stable/-- New Rating Summit Midstream Holdings LLC Summit Midstream Finance Corp. $500 mil sr unsec notes due 2025 B+ Recovery Rating 4 SUNCOKE ENERGY: S&P Raises CCR to 'BB-', Off CreditWatch Positive ----------------------------------------------------------------- S&P Global Ratings said that it raised its corporate credit rating on SunCoke Energy Inc. to 'BB-' from 'B' and removed the rating from CreditWatch, where it was placed with positive implications on Nov. 1, 2016. The outlook is stable. At the same time, S&P raised its issue-level rating on the SXC's senior secured debt to 'BB-' from 'B' and removed the rating from CreditWatch, where it was placed with positive implications on Nov. 1, 2016. The outlook is stable. The recovery rating on the senior secured debt remains '3', indicating S&P's expectation of meaningful recovery in the event of default. However, S&P revised its recovery expectations to the higher half of the 50%-70% range from the lower half given the change in valuation assessment since last year's review. S&P also raised its issue-level rating on the SXC's senior unsecured notes to 'B' from 'CCC+ and removed the rating from CreditWatch. The recovery rating on the company's senior unsecured notes is unchanged at '6'. The recovery rating on SXCP's senior unsecured notes remains '3', indicating S&P's expectation of meaningful recovery. However, S&P revised its recovery expectation to the upper half of the 50%-70% range from the lower half given the change in valuation assessment compared to last review in 2016. The rating on the notes is unchanged at 'BB-'. S&P has reassessed SXC's dependence on upstream distributions from its MLP to service its debt. As of the fourth quarter of 2016, SXC's stand-alone leverage was below 1x, and its interest coverage was above 2x. It is S&P's view that SXC can now independently service its debt. As a result, S&P reviewed the corporate ratings on SXC and SXCP on the basis of a consolidated group credit profile (GCP), which serves as the basis of the upgrade to 'BB-'. With a "core" group status designation, S&P aligns its rating on SXCP with that on the GCP. SXC has publicly announced its intentions to acquire all outstanding public units of its MLP. The company expects to complete the transaction by the middle of 2017. By consolidating the MLP, SXC will simplify its structure, and S&P expects the company to continue to repay debt with free cash flow. S&P do not expect that the acquisition will affect its credit rating on SXC, and so S&P removed the rating from CreditWatch positive. In addition, following the company's announcement in October 2016 that it was acquiring its MLP, in January 2017, Internal Revenue Service (IRS) regulations on qualifying income disqualified SXCP's coke-making activities from an MLP status. This will require SXC to dissolve the MLP and change its corporate structure to a c-corporation after a 10-year grandfather period, which Suncoke believes it qualifies for. S&P assesses the consolidated group financial risk profile as significant, with consolidated adjusted debt to EBITDA of about 4x in 2016, declining further in the following year. S&P's consolidated adjusted debt includes postretirement obligations, operating leases, asset retirement obligations, and black lung workers' compensation. S&P's base-case scenario assumptions on a consolidated group basis include: -- Moderate economic growth in the U.S., with real GDP growth at 1.6% for full-year 2016, growing to 2.4% in 2017; -- Domestic coke EBITDA of approximately $186 million in 2017, with mid-single-digit percent growth 2018-2019; -- An adjusted EBITDA margin of about 19% in 2016, increasing to 20% when accounting for cost initiatives; -- Free operating cash flow of at least $80 million in 2017 and 2018 due to elevated capital expenditures related to environmental remediation of the Granite City gas project; and -- The company using available free cash flow to continue to repay debt in 2017. S&P assesses the consolidated group business risk profile as weak, which reflects S&P's view of the company's limited production capacity and high customer concentration in its coke segment (three steel makers account for most of the company's coke sales) and exposure to the declining coal industry in the logistics business. S&P believes that SXC's long-term take-or-pay contracts mitigate these risks somewhat by stabilizing and protecting cash flow cyclical downturns. In addition, the Covenant Terminal that the company acquired in late 2015 could provide modest cash-flow growth from the coal export business. SXC operates five coke-making facilities in the U.S. and one in Brazil. It also provides metallurgical and thermal coal handling and blending services through its coal logistic business. S&P considers SunCoke's liquidity position to be adequate based on these observations and estimates: -- Cash sources will exceed uses by at least 1.5x over the next 12 months; -- Liquidity sources would continue to exceed uses even if EBITDA were to decrease by 30%; and -- There is sufficient headroom for EBITDA to decrease by 15% without causing a covenant breach. Principal liquidity sources: -- Cash and liquid investments of $92 million as of December 2016; (SXC only) -- Estimated availability under the revolving credit facilities of $95 million in the next 12 months (SXC only); and -- Estimated cash funds from operations of $160 million in the next 12 months. Principal liquidity uses: -- Estimated capital expenditures of $80 million in next 12 months; -- Estimated distribution of about $50 million annually (assuming regular limited partners distributions); and -- Cash flow sweep used to repay about $25 million of debt in the next 12 months. Under the terms of the company revolver, SXC is subject to maximum consolidated leverage ratio of 3.25x and minimum interest coverage of 2.5x to 1x. As of the fourth quarter of 2016, SXC's leverage was approximately 0.5x and interest coverage was about 25x. S&P expects the company to be compliant in the next 12 months. As of Dec. 31, 2016, the only debt outstanding at SXC is $44.6 million of senior unsecured notes. Under the terms of the partnership revolver, SXCP is subject to maximum consolidated leverage ratio of 4.5x and a minimum consolidated interest coverage ratio of 2.5x to 1x. The company was in compliance with these ratios as of the fourth quarter of 2016, and S&P expects it to remain compliant over the next 12 months. The stable outlook takes into account S&P's expectation that SXC's debt leverage (consolidated with that of SXCP will moderate below 4x in the next 12 months and continue to decline in the subsequent year. S&P expects the company to maintain adequate liquidity in the next 12 months. S&P do not expect the simplification transaction to have a material impact on the rating; however, S&P would reassess the rating if there is a material change in the capital structure or financial policy. S&P would consider lowering the rating if consolidated adjusted debt to EBITDA remains above 4x and it appears likely that it will remain high over the next 12 months. S&P could also lower the rating if SXC is not able to service its debt without distributions from SXCP. S&P could upgrade the company if leverage is sustained below 3x. S&P could also raise the rating if the company materially improved its asset diversification or operating efficiency. S&P views an upgrade at this time as unlikely, given its customer concentration and limited operating capacity. TARA RETAIL: Hires Kay Castro & Chaney as Counsel ------------------------------------------------- Tara Retail Group, LLC seeks authorization from the U.S. Bankruptcy Court for the Northern District of West Virginia to employ Kay Castro & Chaney PLLC as counsel, nunc pro tunc to January 24, 2017. The Debtor requires Kay Castro to: a. give legal advice with respect to Tara's duties in this case and the management of assets; b. take all necessary action to protect and preserve Tara's estate, including the prosecution of actions on behalf of Tara, the defense of actions commenced against Tara, negotiations concerning all litigation in which Tara is involved, and objections to claims filed against Tara's estate; c. prepare, on behalf of Tara, all necessary motions, answers, orders, reports and other legal papers in connection with the administration of Tara's estate; d. perform any and all other legal services for Tara in connection with this chapter 11 case, including the formulation and implementation of a plan of reorganization; e. assist Tara in the preparation of and the filing of a plan of reorganization at the earliest possible date; and f. perform legal service as Tara may request with respect to any matter appropriate to assisting the Tara in its efforts to reorganize. Kay Castro lawyers and professionals who will work on the Debtor's case and their hourly rates are: Steven L. Thomas $350 Thomas H. Ewing $275 Loretta Walker $135 Deadra Cummins $125 The hourly rates of Kay Castro professionals: Members $275-$350 Counsel and Associates $185-$275 Paralegals and Support Staff $100-$140 Kay Castro will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven L. Thomas, Esq., member of the law firm of Kay Castro & Chaney PLLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Kay Castro may be reached at: Steven L. Thomas, Esq. Thomas H. Ewing, Esq. Kay Casto & Chaney PLLC P.O. Box 2031 Charleston, WV 25327 Tel: (304) 345-8900 Fax: (304) 345-8909 E-mail: sthomas@kaycasto.com tewing@kaycasto.com About Tara Retail Tara Retail Group, LLC, owns The Crossings Mall in Elkview, West Virginia, which had tenants that included Kmart and Kroger. The Company is headed by businessman Bill Abruzzino. The Crossings Mall has been closed and inaccessible to the public since massive floods swept through West Virginia on June 23, 2016. On Dec. 23, 2016, U.S. District Judge Thomas Johnston appointed Martin Perry, a managing director at Newmark Grubb Knight Frank's Pittsburgh office, as receiver. To stop a foreclosure sale of its shopping center, Tara Retail Group, LLC, filed a Chapter 11 petition (Bankr. N.D. W.V. Case No. 17-00057) on Jan. 24, 2017. The petition was signed by William A. Abruzzino, managing member. The case judge is the Hon. Patrick M. Flatley. The Debtor estimated assets and debt of $10 million to $50 million. The Debtor tapped Steven L. Thomas, Esq., at Kay, Casto & Chaney PLLC, as bankruptcy counsel. TATOES LLC: Court Allows Cash Collateral Use on Interim Basis ------------------------------------------------------------- Judge Frederick P. Corbit of the U.S. Bankruptcy Court for the Eastern District of Washington authorized Tatoes, LLC, Wahluke Produce, Inc., and Columbia Manufacturing, Inc. d/b/a Columbia Onion, to use cash collateral on an interim basis. The Debtors are authorized to use the 2016 crops grown by Tatoes, as well as the proceeds of the 2016 crops and the packing and sale revenues of Wahluke and Columbia arising from the packing and sale of the 2016 crops, for the period of Feb. 1, 2017 through Feb. 28, 2017. The approved Budget provided for total expenses in the amount of: FEBRUARY MARCH APRIL -------- ----- ----- Tatoes $684,924 $1,155,673 $2,604,093 Wahluke $403,933 $368,934 $432,359 Columbia $233,227 $316,466 $253,670 The Debtors are directed to make an interest-only payment to Rabo AgriFinance LLC, calculated using an interest rate of 4.5%, based on a 360-day year. The amount of the payments will be calculated based on the outstanding Petition Date claim amount asserted by Rabo AgriFinance of $22,152,130, resulting in a per diem interest amount of $2,769. The Debtors are authorized to make adequate protection payments to any creditor who has obtained a Bankruptcy Court Order authorizing the making of adequate protection payments. The Debtors are also authorized to make adequate protection payments to creditors holding secured claims against the property of the Debtors in an amount that is less than or equal to the amount that would otherwise have been due to such creditors under their prepetition loan documents. Rabo AgriFinance and any other party holding a valid, perfected, and unavoidable security interest or lien in the 2016 cash collateral, that has not been avoided by a final order, is granted a valid, automatically perfected replacement lien against any 2017 crops grown by the Debtors, and in any products, proceeds or insurance recoveries related thereto. Among other things, the Debtors are ordered to remain compliant with the Perishable Agriculture Commodities Act and its regulations concerning the procedures for creating and preserving the benefits of the statutory trust on commodities and their sales proceeds. A final hearing on the Debtors' Motion to extend the use of cash collateral through April 30, 2017, is scheduled on Feb. 28, 2017 at 10:00 a.m. A full-text copy of the Order, dated Feb. 1, 2017, is available at http://bankrupt.com/misc/TatoesLLC2016_1600900fpc11_390.pdf About Tatoes, LLC Tatoes, LLC, Wahluke Produce, Inc., and Columbia Manufacturing, Inc., are engaged in farming, packing, storing, and selling potatoes, onions and wheat. Tatoes, LLC, et al., filed Chapter 11 bankruptcy petitions (Bankr. E.D. Wash. Case Nos. 16-00900, 16-00899 and 16-00898, respectively) on March 21, 2016. The petitions were signed by Del Christensen, president. Tatoes LLC estimated assets and liabilities at $10 million to $50 million. Wahluke Produce and Columbia Manufacturing each estimated assets and liabilities at $50 million to $100 million. Wahluke has employed Roger William Bailey, Esq., at Bailey & Busey, PLLC as legal counsel; Columbia has employed Hurley & Lara as legal counsel; and Tatoes has employed the Law Offices of Paul H. Williams as counsel. Southwell & O'Rourke is counsel for Tatoes Unsecured Creditors Committee. Gail Brehm Geiger, acting U.S. trustee for Region 18, on April 28, 2016, appointed three creditors of Tatoes LLC to serve on the official committee of unsecured creditors. Ms. Geiger disclosed that no official committee of unsecured creditors has been appointed in the Chapter 11 cases of Wahluke Produce Inc. and Columbia Manufacturing Inc., both affiliates of Tatoes LLC. The deadline for filing proofs of claim was Aug. 1, 2016. TGI FRIDAY'S: S&P Cuts CCR to 'B' on Increased Leverage Prospects ----------------------------------------------------------------- S&P Global Ratings said that it lowered its corporate credit rating on the Dallas-based casual dining franchisor and operator TGI Friday's Inc. from 'B+' to 'B'. The rating outlook is stable. TGI Friday's is refinancing its capital structure with $420 million securitized term debt, with proceeds used to pay down the existing $440 million term-loan facility ($300 million outstanding) and to fund a dividend to the private equity owners. The company's existing credit facility, which includes a cash revolver and term-loan facility, are currently rated 'BB-' with a '2' recovery rating, indicating S&P's expectation for recovery toward the lower end of the substantial range (70%-90%) in the event of payment default. Upon review of the final documentation and completion of the securitization transaction, including existing debt repayment, S&P expects to withdraw the corporate-credit and issue-level ratings. "The ratings downgrade reflects our expectation for increased leverage following the proposed sale of $420 million in structured notes," according to S&P Global Ratings credit analyst Mathew Christy. "We expect the company to generate relatively stable revenue, EBITDA, and cash flow in the coming year because of its highly franchised operating model. However, we also project leverage to increase to about 5.7x in 2017 and then remain in the mid- to-high 5x range. This compares to the 4.8x through the twelve months ended September 2016." The stable outlook on TGI Friday's reflects S&P's expectation for relatively steady operating performance because of the company's highly franchised (about 94%) operating model. Moreover, S&P believes credit metrics will remain relatively stable for the next 12 to 18 months following the completion of the company's structured note offering, with adjusted leverage remaining in the mid- to high-5x area range. S&P could lower the ratings if a more aggressive financial policy or significantly weakened operating performance result in debt to EBITDA 6x or higher on a sustained basis. S&P believes a lower rating would more likely result from a more aggressive financial policy, for example, if TGI Friday's raises an additional $25 million or more in debt (versus our base-case projections) to finance incremental returns to the private equity owners. S&P could also lower the ratings if operating performance weakens and the closure of franchised restaurants results in EBITDA declining about 10% versus S&P's projections. Although unlikely in the next twelve months, S&P could raise the ratings if leverage declines to mid- to high-4x on a sustained basis on higher earnings growth. This scenario would likely occur in conjunction with S&P's belief that TGI Friday's can maintain a financial policy commensurate with a higher rating. This could happen if EBITDA rises by more than about 15% on greater store expansion while debt remains consistent or if the company decides to use free operating cash generation to reduce debt by $60 million or more. S&P would also need to believe that the financial sponsor would not increase leverage through debt-financed dividends. TOISA LIMITED: Hires Kurtzman Carson as Claims and Noticing Agent ----------------------------------------------------------------- Toisa Limited and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of New York to employ Kurtzman Carson Consultants LLC as claims and noticing agent for the Debtors. The Debtors require KCC to: a. prepare and serve all required notices and documents in these cases in accordance with the Bankruptcy Code and the Bankruptcy Rules in the form and manner directed by the Debtors and/or the Court, including, among others: i. the notice of the commencement and notice of the initial meeting of creditors under section 341(a) of the Bankruptcy Code; ii. notice of claims bar dates, if any; iii. notices of transfers of claims; iv. notices of objections to claims and objections to transfers of claims; v. notice of the confirmation and disclosure statement hearings; vi. notice of hearings related to other substantive relief; vii. such other miscellaneous notices, orders, pleadings, publications and any other documents as the Debtors or the Court may deem necessary or appropriate for the orderly administration of these Chapter 11 Cases; b. maintain official copies of the Debtors' schedules of assets and liabilities and statements of financial affairs (collectively, the "Schedules"), listing the Debtors’ known creditors and the amounts owed thereto; c. maintain: (i) a list of all potential creditors, equity holders and other parties-in-interest; and (ii) a "core" mailing list consisting of all parties described in Bankruptcy Rule 2002(i), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update and make said lists available upon request by a party-in-interest or the Clerk; d. furnish a notice to all potential creditors of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after such notice and form are approved by this Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Debtors' schedules of assets and liabilities, if filed, which may be effected by inclusion of such information on a customized proof of claim form provided to potential creditors; e. maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; f. for all notices, motions, orders or other pleadings or documents served, prepare and file or cause to be filed with the Clerk an affidavit or certificate of service within seven (7) business days of service which includes (i) either a copy of the notice served or the docket number(s) and title(s) of the pleading(s) served, (ii) a list of persons to whom it was mailed (in alphabetical order) with their addresses, (iii) the manner of service and (iv) the date served; g. receive, examine, and process all proofs of claim, including those received by the Clerk, check said processing for accuracy and maintain the original proofs of claim in a secure area; h. provide an electronic interface and online filing system for filing proofs of claim; i. Maintain the official claims registers in each of the Debtor's cases on behalf of the Clerk on a case specific website; upon the Clerk's request, provide the Clerk with certified, duplicate, unofficial claims registers; and specify in the claims registers the following information for each claim docketed or interest asserted: i. the claim number assigned to the proof of claim or proof of interest; ii. the date the proof of claim or proof of interest was received by KCC and/or the Court; iii. the name and address of the claimant or interest holder and any agent thereof, if the proof of claim or proof of interest was filed by an agent; iv. the asserted amount of the claim or interest; v. the asserted classification(s) of the claim (e.g., secured, secured, priority, etc.); vi. the applicable Debtor against whom the claim or interest is asserted; and vii. any disposition of the claim or interest; j. provide public access to the Claims Register, including complete proofs of claim with attachments, if any, without charge; k. implement necessary security measures to ensure the completeness and integrity of the Claims Registers and the safekeeping of the original claims; l. record all transfers of claims and provide any notices of such transfers as required by Bankruptcy Rule 3001(e); m. relocate, by messenger or overnight delivery, all of the court-filed proofs of claim to the offices of KCC, not less than weekly; n. upon completion of the docketing process for all claims received to date for each case, turn over to the Clerk copies of the Claims Registers for the Clerk’s review (upon the Clerk's request); o. monitor the Court's docket for all notices of appearance, address changes, and claims-related pleadings and orders filed and make necessary notations on and/or changes to the claims register and any service or mailing lists, including to identify and eliminate duplicative names and addresses from such lists; p. assist in the dissemination of information to the public and respond to requests for administrative information regarding the case as directed by the Debtors or the Court, including through the use of a publicly accessible case website and/or call center; q. if the case is converted to chapter 7, contact the Clerk’s Office within three (3) days of the notice to KCC of entry of the order converting the case; r. Thirty days prior to the close of these Chapter 11 Cases, to the extent practicable, request that the Debtors submit to the Court a proposed order dismissing KCC as Claims and Noticing Agent and terminating its services in such capacity upon completion of its duties and responsibilities and upon the closing of these Chapter 11 Cases; s. Within seven days of notice to KCC of entry of an order closing these Chapter 11 Cases, provide to the Court the final version of the Claims Registers as of the date immediately before the close of the Chapter 11 Cases; t. comply with applicable federal, state, municipal and local statutes, ordinances, rules, regulations, orders and other requirements; u. promptly comply with such further conditions and requirements as the Clerk’s Office or the Court may at any time prescribe; and v. at the close of these Chapter 11 Cases, box and transport all original documents, in proper format, as provided by the Clerk’s office, to (i) the Federal Archives Record Administration, located at Central Plains Region, 200 Space Center Drive, Lee's Summit, Missouri 64064 or (ii) any other location requested by the Clerk's office. The Debtors respectfully request that the undisputed fees and expenses incurred by KCC in the performance of the above services be treated as administrative expenses of the Debtors’ Chapter 11 estates pursuant to 28 U.S.C. sec 156(c) and section 503(b)(1)(A) of the Bankruptcy Code and be paid in the ordinary course of business without further application to or order of the Court. Prior to the Petition Date, the Debtors provided KCC a retainer in the amount of $25,000 Evan J. Gershbein, Senior vice President of Corporate Restructuring at Kurtzman Carson Consultants 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. KCC may be reached at: Evan J. Gershbein Kurtzman Carson Consultants LLC 2335 Alaska Ave. El Segundo, CA 90245 Tel: (310)823-9000 Fax: (310)823-9133 About Toisa Limited Toisa Limited filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 17-10184) on January 29, 2017. Togut, Segal & Segal LLP represents the Debtor as counsel. In its petition, the Debtor estimated $1 billion to $10 billion in both assets and liabilities. The petition was signed by Richard W. Baldwin, deputy chairman. TRAMMELL FAMILY LAKE: Taps Benton & Centeno as Legal Counsel ------------------------------------------------------------ Trammell Family Lake Martin, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Alabama to hire legal counsel. The Debtor proposes to hire Benton & Centeno, LLP to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. Lee Benton, Esq., and Samuel Stephens, Esq., the attorneys designated to represent the Debtor, will be paid $400 per hour and $250 per hour, respectively. Benton & Centeno, LLP does not hold or represent any interest adverse to the Debtor or its bankruptcy estate, according to court filings. The firm can be reached through: Lee R. Benton, Esq. Samuel C. Stephens, Esq. Benton & Centeno, LLP 2019 Third Avenue North Birmingham, AL 35203 Tel: (205) 278-8000 Fax: (205) 278-8005 Email: lbenton@bcattys.com Email: sstephens@bcattys.com About Trammell Family Lake Martin Trammell Family Lake Martin, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ala. Case No. 17-30260) on January 30, 2017. The case is assigned to Judge William R. Sawyer. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $500,000. TRAMMELL FAMILY ORANGE: Taps Memory & Day as Legal Counsel ---------------------------------------------------------- Trammell Family Orange Beach Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Alabama to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Memory & Day to give legal advice regarding its duties under the Bankruptcy Code, negotiate with creditors, prepare a plan of reorganization or liquidation, and provide other legal services. The hourly rates charged by the firm are: Von Memory $325 Stuart Memory $225 Wm. Wesley Causby $225 Paralegals $100 Von Memory, Esq., disclosed in a court filing that the firm does not have any connection with the Debtor's equity security holders and the U.S. bankruptcy administrator. The firm can be reached through: Von G. Memory, Esq. Memory & Day P.O. Box 4054 Montgomery, AL 36103-4054 Tel: (334) 834-8000 Fax: (334) 834-8001 Email: vgm@memorylegal.com About Trammell Family Orange Trammell Family Orange Beach Properties, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ala. Case No. 17-30268) on January 30, 2017. The case is assigned to Judge William R. Sawyer. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $500,000. No examiner, trustee or creditors' committee has been appointed in the case. TRANS COASTAL: US Bank to Get $800,000 on Plan Effective Date ------------------------------------------------------------- Trans Coastal Supply Company, Inc., and its Official Committee of Unsecured Creditors filed with the U.S. Bankruptcy Court for the Central District of Illinois a first amended disclosure statement dated Feb. 6, 2017, explaining the Chapter 11 plan of reorganization of the Debtor. The Plan contemplates the reorganization of the Debtor, continued operations with an emphasis on growth and cashflow, while restructuring the U.S. Bank debt. On the Effective Date, the Reorganized Debtor will cause the sum of $800,000 to be paid to U.S. Bank in partial satisfaction of the Class 2 - U.S. Bank Prepetition Revolving Loan Note. The balance of the U.S. Bank Prepetition Revolving Loan Note will be satisfied by granting U.S. Bank an Allowed Class 4 - General Unsecured Claim in the amount of $300,000 without the necessity of U.S. Bank filing an amended proof of claim, filing any other proof of claim or entering into, filing or delivering any other document, instrument or agreement. The claim will be an allowed for all purposes of the Chapter 11 case and will not be subject to any objection or any other contest. No attorneys' fees will be added to this claim, nor will any U.S. Bank attorneys' fees incurred prior to the Effective Date in connection with the Chapter 11 case be paid by the Reorganized Debtor. U.S. Bank will not be required to repay any amounts paid by the Debtor to U.S. Bank during the pendency of the Chapter 11 case. The Debtor will pay the U.S. Revolving Loan Payment to U.S. Bank with the proceeds of the Moses and Briscoe Loan made Pamela Moses and Robert Briscoe to the Reorganized Debtor on the Effective Date. Upon the later of (i) the Effective Date and (ii) U.S. Bank's receipt of the U.S. Bank Revolving Loan Payment and the U.S. Bank Replacement Loan Documents, Pamela Moses and Robert Briscoe shall be deemed released from the Briscoe Prepetition Guaranty and the Moses Prepetition Guaranty, and U.S. Bank will promptly dismiss the Missouri Litigation with prejudice and in bar of further action with respect to the Briscoe Prepetition Guaranty and the Moses Prepetition Guaranty. For the avoidance of doubt, the foregoing releases will not apply to or affect the U.S. Bank Replacement Guaranties or any rights, powers or claims of U.S. Bank thereunder. Class 2 is impaired by the Plan. The Plan will be funded by and through the reorganization of the Debtor pursuant to the terms of the Plan through future income, with an equity infusion and loans from the Debtor's two principals as well as any recovery from the Syngenta Litigation. On the Confirmation Date, the Debtor's principals, Pamela Moses and Robert Briscoe, will make an equity contribution to Trans Coastal of up to $200,000 to pay or pay towards Administrative Expenses, including attorneys' fees. Pamela Moses and Bob Briscoe will further loan to the Debtor any additional funds required to fully fund Administrative Expenses. These funds will be segregated in a separate account until all Administrative Expenses are paid. On the Effective Date, Pamela Moses and Robert Briscoe will loan the Reorganized Debtor $800,000, which the Reorganized Debtor will pay to U.S. Bank to fund the U.S. Bank Revolving Loan Payment on the Effective Date. The interest rate on this $800,000 will be prime plus 1% amortized over 10 years with a balloon payment at the end of five years. The $800,000 secured by prepetition accounts receivable up to the first $500,000 collected. Pamela Moses and Robert Briscoe will also loan the Reorganized Debtor up to an additional $1 million to fund a Line of Credit Loan to fund trades with the specific trade funded to stand as security for each loan. The First Amended Disclosure Statement is available at: http://bankrupt.com/misc/ilcb15-71147-525.pdf As reported by the Troubled Company Reporter on Oct. 24, 2016, the Debtor and the Committee filed with the Court a disclosure statement with respect to the joint plan of reorganization proposed by the Debtor and the Committee. That plan proposed that on the annual distribution date, each holder of Class 4 General Unsecured Claims would be paid its pro rata share of 50% of the annual EBDA of the Reorganized Debtor, provided that if the annual EBDA is less than the minimum annual EBDA, there would be no distribution to holders of Class 4 Claims for that year (that distribution would be paid upon the next annual distribution date, as applicable), until the holder has been paid at least 4% of its allowed claim through EBDA payments, at which point the annual EBDA payments would cease. In addition to the foregoing payments from Annual EBDA, each holder of an allowed Class 4 Claim would also receive its pro rata share of the portion of the Syngenta litigation proceeds allocable to holders of Class 4 Claims upon settlement or judgment. In no case would a holder of a Class 4 Claim receive greater than 100% of its allowed claim in the aggregate. About Trans Coastal Supply Headquartered in Decatur, Illinois, Trans Coastal Supply Company Inc. ships grain and other agricultural products like the ethanol byproduct distillers dried grains (DDGS) in containers to overseas buyers. Trans Coastal filed for Chapter 11 bankruptcy protection (Bankr. C.D. Ill. Case No. 15-71147) on July 23, 2015. Judge Mary P. Gorman presides over the Debtor's case. Jeffrey D. Richardson, Esq., at Richardson & Erickson, represents the Debtor. The Debtor estimated both assets and liabilities between $10 million and $50 million. TRANSGENOMIC INC: Amends Merger Pact with Precipio Diagnostics -------------------------------------------------------------- As previously reported on Oct. 13, 2016, Transgenomic, Inc., New Haven Labs Inc., a wholly-owned subsidiary of Transgenomic, and Precipio Diagnostics, LLC entered into an Agreement and Plan of Merger pursuant to which Precipio will become a wholly-owned subsidiary of Transgenomic, on the terms and subject to the conditions set forth in the Merger Agreement. Following the Merger, Transgenomic will change its name to Precipio, Inc. On Feb. 2, 2017, Transgenomic, Merger Sub and Precipio entered into a First Amendment to Agreement and Plan of Merger which provided for, among other things, the following: (a) the authorization of a line of credit up to $250,000 provided by Precipio to Transgenomic pursuant to an unsecured promissory note; (b) the revision of the exchange ratio set forth in the Merger Agreement to provide that issued and outstanding common units of Precipio prior to the effective time of the Merger will be converted into the right to receive an amount of shares of New Precipio common stock equal to 80% of the issued and outstanding shares of New Precipio common stock (not taking into account the issuance of shares of convertible preferred stock of New Precipio in the Merger or related private placement); (c) the waiver as a condition to the closing of the Merger of the continual listing of the existing shares of Transgenomic's common stock on the NASDAQ Capital Market; (d) the extension of the deadline pursuant to which a "shelf" registration statement on Form S-3 or other appropriate form is required to be filed by New Precipio with the Securities Exchange Commission to June 1, 2017; (e) the authorization for certain indebtedness of New Precipio to remain outstanding as of the effective date of the Merger; (f) the authorization of certain actions taken by each of Transgenomic and Precipio since the date the Merger Agreement; and (g) the removal from the Merger Agreement of certain conditions to closing of the Merger. When the Merger is completed, (i) the outstanding common units of Precipio will be converted into the right to receive approximately 160.6 million shares of New Precipio common stock, together with cash in lieu of fractional units, which will result in Precipio common unit holders owning approximately 53% of the issued and outstanding shares of New Precipio common stock on a fully diluted basis, taking into account the issuance of shares of New Precipio preferred stock in the Merger and the related private placement and (ii) the outstanding preferred units of Precipio will be converted into the right to receive approximately 24.1 million shares of New Precipio preferred stock with an aggregate face amount equal to $3 million (based upon the purchase price of the new preferred stock of New Precipio in the new preferred stock financing), which will result in the Precipio preferred unit holders owning approximately 8% of the fully diluted New Precipio common stock. In connection with the Merger, at the effective time of the Merger, in addition to the New Precipio preferred stock to be issued to holders of preferred units of Precipio, New Precipio also will issue shares of New Precipio preferred stock and New Precipio common stock in a related private placement, whereby: * Holders of certain secured indebtedness of Transgenomic will receive in exchange for such indebtedness, approximately 24.1 million shares of New Precipio preferred stock in an amount equal to $3 million, which represents approximately 8% of the fully diluted New Precipio common stock, and approximately 9.8 million shares of New Precipio common stock, which represents approximately 3% of the fully diluted New Precipio common stock; and * New Precipio will issue for cash up to approximately 56.2 million shares of New Precipio preferred stock for $7 million to investors in a private placement, which represents approximately 18% of the fully diluted New Precipio common stock. Amendment to Loan Agreement On Feb. 2, 2017, Transgenomic entered into the Termination and Tenth Amendment to its Loan and Security Agreement, dated March 13, 2013, with Third Security Senior Staff 2008 LLC, as administrative agent and a lender, and the other lenders party thereto, as amended, for a revolving line of credit and a term loan. The Loan Agreement Amendment, among other things, (i) provides that the Lenders will waive specified events of default under the terms of the Loan Agreement until the effective time of the Merger (or the termination of the Merger Agreement in accordance with its terms), (ii) provides for the conversion of all outstanding indebtedness owed to the Lenders under the Loan Agreement into shares of Transgenomic common stock and preferred stock effective as of the closing date of the Merger and (iii) the termination of the Loan Documents (as defined in the Loan Agreement) and the termination and release of all security interests and liens of the Lenders in the Collateral (as defined in the Loan Agreement) in each case immediately following the conversion of the Outstanding Indebtedness into Conversion Shares. The effectiveness of certain provisions in the Loan Agreement Amendment, including provisions relating to conversion of the Conversion Shares and termination of the Loan Documents, is conditioned on, among other things, the consummation of the Merger, and, in the event that the Merger is not consummated, these provisions in the Loan Agreement Amendment will terminate. In connection with the Loan Agreement Amendment, the Lenders have agreed to convert the outstanding principal and accrued interest under the Loan Agreement into (i) approximately 9.8 million shares of New Precipio common stock immediately prior to the effectiveness of the Merger at a price equal to $0.50 per share and (ii) 24.1 million shares of New Precipio preferred stock. As of December 31, 2016, the outstanding amount owed under the Loan Agreement was $7.243 million of principal and $556,642 of accrued interest. The issuance of the Conversion Shares is subject to the approval of the Transgenomic stockholders in accordance with NASDAQ Capital Market listing rules. The Lenders are affiliates of Third Security, LLC, whose affiliates hold more than 10% of the outstanding voting stock of Transgenomic. Additionally, Doit L. Koppler II, a director of the Company, is affiliated with Third Security, LLC and its affiliates. Promissory Note In connection with the Merger, Precipio and Transgenomic entered into a promissory note, dated Feb. 2, 2017, pursuant to which Precipio agreed to offer a line of credit to Transgenomic up to a principal sum of $250,000. All outstanding amounts under the Note accrue interest at a rate of 10% per annum and are due and payable upon the earlier to occur of (a) the date that is 90 days following the date of the Note or (b) the closing of the Merger. Any amounts outstanding under the Note on the earliest of (x) the occurrence of an Event of Default (as defined in the Note) and the passage of any applicable cure period or (y) ten days after the Maturity Date, to the extent permitted by applicable law, will accrue interest at a rate of 12% per annum, compounded daily. About Transgenomic Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global biotechnology company advancing personalized medicine in cardiology, oncology, and inherited diseases through its proprietary molecular technologies and world-class clinical and research services. The Company is a global leader in cardiac genetic testing with a family of innovative products, including its C-GAAP test, designed to detect gene mutations which indicate cardiac disorders, or which can lead to serious adverse events. Transgenomic has three complementary business divisions: Transgenomic Clinical Laboratories, which specializes in molecular diagnostics for cardiology, oncology, neurology, and mitochondrial disorders; Transgenomic Pharmacogenomic Services, a contract research laboratory that specializes in supporting all phases of pre-clinical and clinical trials for oncology drugs in development; and Transgenomic Diagnostic Tools, which produces equipment, reagents, and other consumables that empower clinical and research applications in molecular testing and cytogenetics. Transgenomic believes there is significant opportunity for continued growth across all three businesses by leveraging their synergistic capabilities, technologies, and expertise. The Company actively develops and acquires new technology and other intellectual property that strengthens its leadership in personalized medicine. Transgenomic reported a net loss available to common stockholders of $34.3 million on $1.65 million of net sales for the year ended Dec. 31, 2015, compared to a net loss available to common stockholders of $15.08 million on $1.24 million of net sales for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Transgenomic had $2.07 million in total assets, $19.90 million in total liabilities and a total stockholders' deficit of $17.82 million. TROCOM CONSTRUCTION: Amended Plan Resolves Liberty Mutual Objection ------------------------------------------------------------------- Trocom Construction Corp. filed with the U.S. Bankruptcy Court for the Eastern District of New York its third amended disclosure statement with respect to its fourth amended chapter 11 plan of liquidation, dated Feb. 3, 2017. The Debtor previously filed several versions of the Plan and Disclosure Statement. After a hearing held on October 19, 2016, the Debtor's Second Amended Disclosure Statement in connection with the then-Second Amended Plan was approved by the Court. Thereafter, votes on the Second Amended Plan were solicited and, as a result of certain objections and discussions with constituencies, the Debtor filed a proposed Third Amended Plan. In objection to the Second Amended Plan, Liberty Mutual asserted that the order of priority as between it and M&T as set forth in the Plan was improper based on equitable subrogation of its claims. As a result of that objection, the then-Third Amended Plan was not confirmed by the Court at the Confirmation Hearing. Subsequent to the scheduled Confirmation Hearing, Liberty Mutual, M&T, and the Debtor, among other parties, held discussions with respect to the equitable subrogation argument and the distribution scheme in the Plan. Those issues have been consensually resolved, Liberty Mutual will waive its right of cross-subrogation with respect to monies owed to the Debtor on the Short Term Claims and Long Term Claims, and the Third Amended Disclosure Statement and the Fourth Amended Plan are being filed with the consent of Liberty Mutual and M&T. Class 6 General Unsecured Claims in the amount of $191,375,975 have been filed or scheduled. The filed amount of claims includes Liberty Mutual which filed a claim for $177 million and which is separately classified, as well as large retainage claims which will be paid through the contracts with the City and Article 3A claims which have or will be paid in the ordinary course. Thus, the Debtor believes that Allowed General Unsecured Claims will only amount to $1,509,126. In exchange for full and final satisfaction, settlement, release of Allowed General Unsecured Claims, holders of Allowed General Unsecured Claims will be paid their pro rata share of the General Unsecured Fund, together with any distribution as set forth in Article IV(B)-(F) of the Plan. The distributions to holders of Allowed General Unsecured Claims will be made when all objections to General Unsecured Claims are either resolved or ruled upon by the Bankruptcy Court. Estimated percentage recovery is at 10%. The proceeds from each Ongoing Construction Project for services rendered under the contract for such Project for the period after the Project has been relet to Liberty Mutual will be paid to Liberty Mutual, from which Liberty Mutual will reimburse $600,000 to the Plan Funding Account. The proceeds from each contract for an Ongoing Construction Project for the period prior to the relet of such project shall be paid to the Debtor and shall be distributed by the Plan Administrator. Funding of the plan will come from: (a) Plan funding account; (b) profits from ongoing projects; (c) profits from completed construction projects; (d) short-term claims; (e) long-term claims net of contingent legal fees and; (f) equipment and vehicle sales. A full-text copy of the third amended disclosure statement is available at: http://bankrupt.com/misc/nyeb1-15-42145-432.pdf About Trocom Construction Trocom Construction Corp. was formed in 1969 by Salvatore Trovato. The Company is in the heavy construction business. Its primary customer is the City of New York through its various agencies. The Company has 75 employees, the majority of whom are members of various unions. Joseph Trovato is presently the president and holder of 100% of the voting shares of Trocom. Trocom filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 15-42145) on May 7, 2015, in Brooklyn. The petition was signed by Joseph Trovato. Judge Nancy Hershey Lord presides over the case. The Debtor is represented by C. Nathan Dee, Esq., at Cullen & Dykman, LLP. The Debtor estimated total assets of $32,462,383 and total liabilities of $17,184,837 as of the Chapter 11 filing. The Debtor employs Petrowsky Auctioneers, Inc., as liquidation consultant and auctioneer. TS WAXAHACHIE: Seeks to Hire Tonja Barnebee as Accountant --------------------------------------------------------- TS Waxahachie, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire an accountant. The Debtor proposes to hire Tonja Barnebee CPA, PC to give advice regarding any financial or tax-related matter, provide testimony, prepare financial documents, and provide other services related to its Chapter 11 case. The firm will receive $200 per month for operating reports; $100 per hour for testimony; $1900 per month for accounting services; and $75 per hour for additional work. Tonja Barnebee, a certified public accountant, disclosed in a court filing that her firm has no conflict of interest that would prevent it from representing the Debtor's bankruptcy estate . The firm can be reached through: Tonja Barnebee Tonja Barnebee CPA, PC 900 W Ennis Ave., Suite 103 Ennis, TX 75119 Tel: (972) 875-9900 About TS Waxahachie TS Waxahachie, LLC is a privately-held limited liability company formed in May 26, 2015, and based in Waxahachie, Texas. Its principal business consists of a pizza restaurant. Its management team is lead by Joshua Evola. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 17-30265) on January 20, 2017. The petition was signed by Joshua Evola, manager. The case is assigned to Judge Stacey G. Jernigan. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. No trustee, examiner or creditors' committee has been appointed. UNIVERSAL HEALTH: Court Okays $2.9M Settlement With E&Y ------------------------------------------------------- Rick Archer, writing for Bankruptcy Law360, reports that the U.S. Bankruptcy Court for the District of Florida approved on Wednesday the $2.9 million settlement the trustee for Universal Health Care Group Inc. struck with Ernst & Young LLP over accusations that it failed to sound warnings of the Company's collapse. Law360 states that the agreement resolves the trustee's claims that E&Y was professionally negligent as the Company's outside auditor for failing to report the numerous financial irregularities that occurred in the years leading up to the February 2013 bankruptcy. About Universal Health Care Group Universal Health Care Group, Inc., owns an insurance company and three health-maintenance organizations that provide managed care services for government sponsored health care programs, focusing on Medicare and Medicaid. Universal Health was founded in 2002 by Dr. A.K. Desai and grew its operations of offering Medicare plans to more than 37,000 members to over 20 states. Universal Health filed a Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida regulators moved to put two of the company's subsidiaries in a receivership. Universal Health Care estimated assets of up to$100 million and debt of less than $50 million in court filings in a Tampa, Florida. Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser serves as counsel to the Debtor Soneet R. Kapila has been appointed the Chapter 11 Trustee in the Debtor's case. He is represented by Roberta A. Colton, Esq., at Trenam, Kemker, Scharf, Barkin, Frye, O'Neill & Mullis, PA. Dennis S. Jennis, Esq., and Jennis & Bowen, P.L., serve as special conflicts counsel and E-Hounds, Inc., serves as a forensic imaging consultant to the Chapter 11 trustee. An affiliate, American Managed Care, LLC, sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-05952) on May 3, 2015. See http://bankrupt.com/misc/flmb13-5952.pdf VAL COLE: MC Allstream Buying Pleasanton Property for $1.3 Million ------------------------------------------------------------------ Val Cole Enterprises, LLC, asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of real property with improvements locally known as 1901 Jim Brite Road, Pleasanton, Texas, ABSA00762 W. Smith SV-949, consisting of approximately 373.48 acres, to MC Allstream, LLC and/or assigns for $1,300,000. The Debtor owns record title to the property. The Debtor and the Buyer's obligations to consummate the transactions contemplated in the Commercial Contract will be Conditioned upon the Court's entry of the Approval Order. The sale contemplates that a closing will occur on Feb. 28, 2017. Given the shorten time frame, the Debtor needs to move expeditiously. The sale is part of a funding mechanism for the Debtor's Plan. The Debtor seeks to sell the property prior to confirmation of the Plan. The test is whether there is a sound business reason for the sale; adequate and reasonable notice to interested parties has been provided; the sale price is fair and reasonable and the proposed buyer is proceeding in good faith. The sale will be made "as is, where is," with no representations or warranties of any kind, except as set forth in the Contract. There is a 14 day option period for the Buyer to terminate the contract for which the Buyer has paid the sum of $1,000. Upon information and belief, the provision has been waived or resolved. In accordance with the terms of the Contract, the Debtor proposes to sell the property free and clear of all liens and encumbrances. Specifically, the Debtor asks an order of the Court that finds and orders these: a. That the Buyer is a good faith purchaser of the Property; b. That the order provide that the Property is sold to MC free and clear of all liens, claims, preferential rights, interests and encumbrances whatsoever (except as expressly provided in the Agreement); c. That the stay under Bankruptcy Rules 6004(g) and 6006(d) are waived and are not in effect; and d. That the sale does not and will not subject or expose the Buyer, its successors or assigns, to any liability claim, cause of action or remedy by reason of such sale and transfer, including, without limitation, any claim, cause of action or remedy based on any theory of successor or transferee liability and that Buyer shall not assume any liability or obligation of the Debtor, fixed or contingent, disclosed or undisclosed, or any liability for such claims, debts, defaults, duties, obligations or liabilities of Seller of any kind or nature, whether known or unknown, contingent or fixed, all of which, to the extent that they existed prior to the Closing Date, are retained by the Debtor. These entities assert a lien on the property: a. Texas Champion Bank holds a lien on the property to secure a debt in the approximate amount of $1,180,000. b. Atascosa County has filed a proof of claim (Claim No. 2) asserts a tax lien on the property to secure a debt in the approximate amount of $35,171. Starr Realty and Ranch is the Realtor for the Buyer. Michael Hermes of Team Hermes is the Seller's Realtor. The total Realtor fees to be paid is a 4% commission split equally between the Realtors. The Debtor proposes that the first proceeds of sale be used to pay all normal and customary cost of closing including survey cost, title policy, and Realtor Fees, if any. The Debtor seeks to pay all allowed debt identified. The deadline to file proofs of claims is Feb. 27, 2017. In the exercise of its business judgment, the Debtor has determined that the proposed sale to the Purchaser is, at present, the highest and best offer under the circumstances and will maximize the value of the Estate. Accordingly, the Debtor asks that the Court approve the Emergency Application and to grant the relief requested and for such other and further relief as it may deem just. About Val Cole Enterprises, LLC Val Cole Enterprises, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 16-52493) on Oct. 31, 2016. The Hon. Craig A. Gargotta presides over the case. The Law Firm of Dean W. Greer 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 James Downs, Jr., president. VANGUARD NATURAL: Receives Delisting Notice from NASDAQ ------------------------------------------------------- Vanguard Natural Resources, LLC, received on Feb. 2, 2017, a letter from the Listing Qualifications Department of The NASDAQ Stock Market LLC notifying the Company that as a result of the Chapter 11 cases, and in accordance with NASDAQ Listing Rules 5101, 5110(b) and IM-5101-1, NASDAQ has determined that the Company's common units representing limited liability company interests, the 7.875% Series A Cumulative Redeemable Preferred Units, the 7.625% Series B Cumulative Redeemable Preferred Units, and the 7.75% Series C Redeemable Preferred Units will be delisted from The NASDAQ Stock Market. Accordingly, unless the Company requests an appeal of this determination, trading of the securities will be suspended at the opening of business on Feb. 13, 2017, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company's securities from listing and registration on The Nasdaq Stock Market. The Company does not intend to appeal NASDAQ's determination. If the Company does not appeal the Staff's determination, the Company expects that its units will be eligible to be quoted on the OTC Pink operated by the OTC Markets Group Inc. To be quoted on the OTC Pink, a market maker must sponsor the security and comply with SEC Rule 15c2-11 before it can initiate a quote in a specific security. The OTC Pink is a significantly more limited market than NASDAQ, and the quotation of the Company's units on the OTC Pink may result in a less liquid market available for existing and potential unitholders to trade units and could further depress the trading price of the Company's units. The Company gives no assurance that any public market for its units will exist in the future or that the Company or its successor will be able to relist its units on a national securities exchange. About Vanguard Natural Vanguard Natural Resources, LLC -- http://www.vnrllc.com/-- is a publicly traded limited liability company focused on the acquisition, production and development of oil and natural gas properties. Vanguard's assets consist primarily of producing and non-producing oil and natural gas reserves located in the Green River Basin in Wyoming, the Permian Basin in West Texas and New Mexico, the Gulf Coast Basin in Texas, Louisiana, Mississippi and Alabama, the Anadarko Basin in Oklahoma and North Texas, the Piceance Basin in Colorado, the Big Horn Basin in Wyoming and Montana, the Arkoma Basin in Arkansas and Oklahoma, the Williston Basin in North Dakota and Montana, the Wind River Basin in Wyoming, and the Powder River Basin in Wyoming. Each of Vanguard Natural Resources, LLC and 13 of its subsidiaries filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-30560) on Feb. 1, 2017. The Chapter 11 cases are assigned to Judge Marvin Isgur. The Debtors listed total assets of $1.54 billion and total debts of $2.3 billion as of Feb. 1, 2017. The Debtors have hired Paul Hastings LLP as counsel, Opportune LLP as restructuring advisors, Evercore Partners Inc. as investment banker and Prime Clerk LLC as claims and noticing agent. VENT ALARM: Unsecured Creditors to be Paid 4.24% Under Exit Plan ---------------------------------------------------------------- Unsecured creditors of Vent Alarm Corp. will get 4.24% of their claims under the company's proposed plan to exit Chapter 11 protection. The restructuring plan filed on Feb. 2 proposes to pay Class 3 general unsecured creditors $120,000 or 4.24% of their claims allowed by the court. General unsecured creditors, which assert more than $2.8 million in claims, will receive 60 equal monthly payments on a pro-rata basis. Class 3 claims are impaired and general unsecured creditors are entitled to vote accepting or rejecting the plan. The restructuring plan will be funded by income from Vent Alarm's operations, according to the company's disclosure statement filed on Feb. 2 with the U.S. Bankruptcy Court in Puerto Rico. A copy of the disclosure statement is available for free at: https://is.gd/dw1VMl About Vent Alarm Corp. Vent Alarm Corp., also known as Samcor Valcor, is engaged in the sale, distribution and installation of security windows, doors and related products, made up aluminum, valwood and glass materials. Its principal office and place of business is located at Real 189 km. 9.2 Gurabo, Puerto Rico. Vent Alarm, dba Valcor, sought Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 15-09316) on Nov. 24, 2015. The petition was signed by Fernando Sosa, president. The Debtor's counsel is Alexis Fuentes Hernandez, Esq., at Fuentes Law Offices, LLC, in San Juan, Puerto Rico. WRG Certified Public Accountants, PSC serves as the Debtor's financial advisor and in-house accountant. The Debtor has assets totaling $7.95 million and liabilities totaling $7.55 million. VIOLIN MEMORY: May Enter Into Plan Sponsor Deal with Soros ---------------------------------------------------------- The Delaware bankruptcy court has authorized Violin Memory, Inc., to enter into and perform under a plan sponsor agreement dated as of February 6, 2017, among: -- the Company; -- VM Bidco LLC; and -- the Official Committee of Unsecured Creditors appointed in the chapter 11 case. At the Jan. 23-26, 2017 auction, the Debtor determined that the highest and best value for its estate and its creditors would be obtained under a proposal from VM Bidco, an affiliate of Quantum Partners LP, an investment fund that holds $25.65 million of Violin's outstanding convertible notes and is managed by Soros Fund Management LLC, a private investment management firm that serves as principal investment advisor to a number of investment funds for George Soros family clients. As set forth in the PSA, among other things, the proposal from Soros includes: (i) an $8.0 million debtor-in-possession facility from Soros to finance the Debtor's continued operations and restructuring efforts, which facility will be converted into an exit facility under a confirmed plan of reorganization, (ii) cash from Soros for recoveries equivalent to $15.0 million to the Debtor's creditors under a plan of reorganization in which QP will receive all equity interests in the reorganized Debtor in lieu of cash for its claims, (iii) assumption by Soros of certain employee claims and counterparty obligations (and related cure costs), and (iv) preservation of certain avoidance actions for the benefit of unsecured creditors. The Debtor notes that the best alternative, which was declared to be the backup bid, was for the purchase of substantially all assets of the Debtor at a price of $7.125 million and the assumption of certain cure costs. According to to the Debtor, the PSA parties will work in good faith to confirm this plan expeditiously, with a goal for confirmation on or before April 20, 2017. The Debtor says Quantum Partners is currently not a party to the PSA but may choose to do so by executing and delivering a joinder agreement. The Debtor reminds the Court that it has thoroughly marketed its assets three times now, twice in the prepetition period and again in the postpetition period. The Soros Proposal is significantly superior to any other available alternative, including any potential section 363 sale, and is the market-tested highest and best value for the Debtor, its estate and its creditors. The Soros Proposal is also supported by the Committee. About Violin Memory Violin Memory, Inc., develops and supplies memory-based storage systems for high-speed applications, servers and networks in the Americas, Europe and the Asia Pacific. Founded in 2005, the Company is headquartered in Santa Clara, California. Violin Memory sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 16-12782) on Dec. 14, 2016. The petition was signed by Cory J. Sindelar, chief financial officer. At the time of the filing, the Debtor disclosed $38.93 million in assets and $145.4 million in liabilities. Pillsbury Winthrop Shaw Pittman LLP serves as the Debtor's legal counsel while Bayard, P.A., serves as co-counsel. The Debtor has hired Houlihan Lokey Capital, Inc., as financial advisor and investment banker. Prime Clerk LLC serves as administrative advisor. The U.S. Trustee, on Dec. 27, 2016, named three creditors to serve on the official committee of unsecured creditors Wilmington Trust, N.A., Clinton Group, Inc., and Forty Niners SC Stadium Company LC. The Committee hires Cooley LLP as lead counsel, and Elliot Greenleaf as its Delaware counsel. * * * According to Matt Chiappardi at Bankruptcy Law360, Violin Memory told the Bankruptcy Court on Jan. 30 that a unit of major creditor Soros Fund Management LLC put in the winning bid for its assets with an offer valued at least $14.5 million, but it needs more time to negotiate terms of a Chapter 11 plan sponsorship agreement. Violin Memory filed with the Bankruptcy Court a notice identifying VM Bidco LLC as the winner of its three-day auction in New York. VIP CINEMA: S&P Assigns 'B' CCR, Outlook Stable ----------------------------------------------- S&P Global Ratings said that it assigned its 'B' corporate credit rating to New Albany, Miss.–based VIP Cinema Holdings Inc. The outlook is stable. H.I.G. Capital, a private-equity firm, is buying U.S.–based VIP Cinema Holdings Inc. in a leveraged buyout (LBO) for approximately $300 million excluding fees. VIP Cinema has a narrow product focus as the leading domestic provider of luxury theater seating. S&P estimates pro forma debt to EBITDA in the mid-4x area upon completion of the transaction. At the same time, S&P assigned a 'B+' issue-level rating to the company's senior secured first-lien credit facilities, which include a $20 million revolving credit facility due in 2022 and a $165 million term loan due in 2023, and a 'CCC+' issue-level rating to the company's $45 million senior secured second-lien term loan due in 2024. The recovery rating on the revolver and first-lien term loan is '2', indicating S&P's expectation for substantial (upper half of the 70%-90% range) recovery in the event of a default. The recovery rating on the second-lien term loan is '6', indicating S&P's expectation for negligible (0%-10%) recovery in the event of a default. Pro forma for transaction, S&P expects the company will have about $210 million in reported debt outstanding. S&P's ratings on VIP Cinema reflect its small scale and scope in the consumer durables industry, narrow product and geographic focus as a developer and assembler of luxury seating for domestic movie exhibition, and high customer concentration. This is mitigated by first-mover advantages in a relatively new and high-growth subsegment driven by attractive economic returns for movie exhibitors, a dominant market share in luxury cinema seating based partly on preferred supplier arrangements with leading theater exhibitors, and modest financial leverage at the outset. However, S&P incorporates the risk of a releveraging event during the ratings horizon because of its ownership structure. S&P expects the company's cash flow leverage will modestly improve over the next 12 months to just above 4x from mid-4x at closing. This reflects VIP Cinema profiting from the conversion trend to premium seating in the movie industry, its high operating margins, and low capital expenditure (capex) needs that drive healthy cash flow generation. VIP has a leading position in the North America luxury cinema seating market with a meaningful share of the premium conversion market. But it is a niche market, and the company remains a small participant compared to larger and more established consumer durable peers. The company's financial performance depends on a favorable conversion (to premium seating) outlook in the movie industry, growth of U.S. box office revenue, screen count, and admissions volume, which is subject to consumer discretionary income and willingness to spending on an enhanced theater experience. Nevertheless, S&P expects demand for premium seats to remain robust over the near to medium term, as movie exhibitors' returns on these conversions are significant. That drives ancillary spending in theaters because it attracts a wealthier demographical customer group. On the other hand, VIP Cinema has high customer concentration, with its top three customers accounting for 60% of its revenue, the top 10 around 70%. The loss of a large customer could have a material impact on the company's profits and cash flow due to its relatively small revenue base and narrow product focus. S&P believes VIP Cinema's business risk profile benefits from the company's established relationships with the leading domestic exhibitors, reputation and track record of on-time delivery of quality products, and proprietary and innovative design, which provide some barriers to entry. In addition, the unique sizing and floor attachment for VIP Cinema's products create a switching cost, which should support replacement and aftermarket revenue growth, and a recurring revenue stream. Consequently, VIP Cinema is the key supplier to nine of the top 10 domestic cinema exhibitors and is the sole supplier to seven of them. VIP Cinema has a research and development and design relationship with Leggett & Platt (L&P), which S&P believes provides a competitive advantage as it helps the company innovate, provides exclusivity, and offers intellectual property (IP) protection for key product innovations. VIP Cinema has a strong EBITDA margin. That is the result of its efficient cost structure, with direct labor accounting for only about 10% of its revenue. S&P expects increased sales of aftermarket parts and improvement in assembling efficiency will further drive margin expansion. S&P's baseline forecast is for U.S. real GDP to grow 2.4% in 2017 and 2.3% in 2018. Additional assumptions include: -- Sales increase in the mid-single-digit percentage area in 2017 and 2018, driven by volume growth supported by a favorable conversion outlook and replacement cycle. Moderate EBITDA margin expansion in the low-40% area, driven by top-line growth and increased sales of higher-margin aftermarket parts. Operating cash flow totals $20 million- $25 million in 2017 and 2018. Free cash flow of $15 million-$20 million annually. Capex is estimated to be around 2% (about $2 million) of total revenue in 2017 and slightly higher in 2018 due to planned facility expansion. No dividends or share repurchases. Based on these assumptions, S&P forecasts debt to EBITDA in the low-4x area in 2017 and around 4x in 2018, funds from operations (FFO) to debt in the low-teens percentages in the coming years, and EBITDA interest coverage in the mid-3x area in 2017 and 2018. S&P views VIP Cinema's liquidity as adequate, reflecting S&P's expectation that sources of liquidity will exceed uses by around 6x over the next 12 months. In addition, S&P estimates liquidity sources will remain positive and there will be sufficient covenant headroom even if EBITDA drops by 15%. While the company qualifies for a stronger liquidity assessment based on quantitative measures, S&P do not believe the company has a high standing in credit markets, or the size and ability to absorb high-impact, low-probability events without refinancing. S&P views its banking relationships as sound but not well-established and solid. Such an event could include the loss of one or several major customers, which would be detrimental given the company's high customer concentration. Nevertheless, S&P believes the company should withstand adverse market circumstances over the next 12 months with sufficient liquidity to meet its obligations throughout the year. Principal liquidity sources: -- Unrestricted cash and equivalents about $6 million as of Dec. 31, 2016; -- Full availability under the $20 million revolving credit facility expiring in 2022; and -- Forecast FFO of about $25 million-$30 million over the next two years. Principal liquidity uses: -- Annual debt amortization of about $1.7 million; -- Annual capital expenditures of $2 million-$6 million over the next two years; and -- Peak–to-trough working capital about $5 million. The stable outlook reflects S&P's expectation that VIP Cinema will execute successfully on its high growth, and that EBITDA will improve modestly over the next year as the company continues to benefit from a favorable conversion outlook in the movie industry and replacement cycle. S&P expects the company will maintain its position in the domestic premium seating niche market, retain its large customers while maintaining good product quality, and continue to generate modest free cash flow. Nevertheless, S&P believes the risk inherent with private equity ownership, mainly the aggressive nature of its financial sponsor's financial strategies, constrains the likelihood of maintenance of a strong balance sheet over the rating horizon. Downside scenario S&P could lower the ratings if operating performance and margins decline considerably, leading to weaker profitability and cash flows. This could occur from lower consumer spending or changing consumer preferences, increased competition, loss of key customers, product deficiencies, or unsuccessful management of high growth. S&P could also lower its ratings if the company's financial policy becomes more aggressive, with significant debt-financed acquisitions or dividends, resulting in debt to EBITDA approaching or exceeding 6x. S&P estimates this could occur if EBITDA falls over 25% or debt increases by $70 million. Upside scenario Although unlikely in the next 12 months, S&P could raise the ratings if the company successfully delivers profitability and high growth, meaningfully diversifies its customer base and grows scale, and diversifies its product offering and/or geographic exposure. S&P could also raise its ratings if it is confident that the company will maintain a conservative financial policy and demonstrates a commitment to sustain debt to EBITDA well below 5x. RECOVERY ANALYSIS Key analytical factors VIP Cinema's proposed debt structure consists of: -- A $20 million senior secured first-lien revolving credit facility due in 2022; -- A $165 million senior secured first-lien term loan due in 2023; and -- A $45 million senior secured second-lien term loan due in 2024. Security and guarantee package: The borrower of the senior secured first-lien credit facilities and second-lien term loan is VIP Cinema Holdings Inc. The facility will be guaranteed by the borrower's parent and wholly owned U.S. subsidiaries. The first-lien credit facilities are secured by substantially all the assets of the borrower, including a perfected first-priority pledge of all capital stock, or 65% of the voting stock. The second-lien term loan is secured on a second-priority basis by all collateral securing the first-lien credit facility. Documentation/covenants: The proposed senior secured first-lien credit facilities and second-lien term loan require the company to maintain a maximum consolidated net leverage ratio covenant to be tested on the last day of each fiscal quarter, with the second-lien facility requiring a covenant level that's at least a 15% cushion to the financial maintenance covenant level in the first-lien facility. Insolvency regimes: VIP Cinema Holdings, Inc. was established in Mississippi and operates from its headquarters in New Albany, Miss. The company does not have manufacturing facilities overseas, although it does sell overseas. In the event of an insolvency proceeding, S&P anticipates that the company would file for protection under the auspices of the U.S. federal bankruptcy court system and would unlikely involve other foreign jurisdiction. Simulated Default Scenario S&P's simulated default scenario contemplates a default in 2020 due to deteriorating operating performance, as a result of lower consumer spending, increased competition, loss of key customers, or unsuccessful product launches. This scenario could lead to VIP Cinema's cash flows deteriorating substantially, triggering a payment default. S&P's default level EBITDA reflects the level of fixed charge obligations assumed at default and consists of $21 million in debt service requirements and $1.5 million in capex. S&P assumes covenants would be amended through the path to default up to a threshold before the company defaults. S&P believes the company would continue to have a viable business model if it were to default, given its established relationships with exhibitors, reputation and track record of timely delivery quality products, and recurring needs for replacement and aftermarket parts. Therefore, in evaluating the recovery prospects for debt holders, S&P has valued the company on a going-concern basis using a 5x multiple of our projected emergence-level EBITDA: -- Emergence EBITDA: $32.6 million -- Multiple: 5x -- Gross recovery value: $163 million S&P's emergence-level EBITDA of $32.6 million takes into consideration a 5% cyclical rebound and 40% operational adjustment to reflect some recoupment of sales volume and cost-cutting efforts that improve margins over and above the default level EBITDA. Simplified recovery waterfall -- Net recovery value for waterfall after admin expenses (5%): $155 million -- Obligor/nonobligor valuation split: 100%/0% -- Estimated priority claims: $0 million -- Remaining recovery value: $155 million -- Estimated first-lien claim: $184 million -- Value available for first-lien claim: $155 million -- Recovery range: 70%-90% (at the upper end) -- Estimated second-lien claim: $48 million -- Value available for second-lien claim: $0 million -- Recovery range: 0%-10% WEATHERFORD INTERNATIONAL: Reports $549M Net Loss in Q4 ------------------------------------------------------- Weatherford International plc reported a net loss attributable to the Company of $549 million on $1.40 billion of total net revenues for the three months ended Dec. 31, 2016, compared to a net loss attributable to the Company of $1.20 billion on $2.01 billion of total net revenues for the three months ended Dec. 31, 2015. For the year ended Dec. 31, 2016, Weatherford reported a net loss attributable to the Company of $3.39 billion on $5.74 billion of total net revenues compared to a net loss attributable to the Company of $1.98 billion on $9.43 billion of total net revenues for the year ended Dec. 31, 2015. Krishna Shivram, chief executive officer, stated, "During 2016, we took the necessary steps to secure our liquidity and provide a runway from which the Company can become consistently profitable and free cash flow positive. We also removed a significant level of fixed costs, while still achieving the best safety record in the company's history and measurably improving our service quality and performance. "I am pleased with our fourth quarter results. Revenue grew by 4% sequentially, despite approximately $40 million of lost revenue as we idled our U.S. pressure pumping business during the quarter. Sequential operating income incrementals were 68%, easily exceeding our targeted 50%. Excluding the land drilling rig business, revenue grew 4% with operating income incrementals of 73%, clearly exhibiting the power of increased revenue spread over a low and efficient fixed cost base. "North America revenue grew 8% and would have increased 17%, if we continued our pressure pumping activities for the full quarter. Both the U.S. and Canada grew strongly on land while offshore Gulf of Mexico weakened. Incrementals in North America were 104% as we removed costs throughout the fourth quarter. Operating losses in North America were $58 million including a loss of $29 million related to the pressure pumping business, which would have been negatively impacted by another $20 million had this business continued through the quarter. "International revenue grew 2% while operating margins improved slightly. In Latin America, activity levels were weak in Mexico, Venezuela and Brazil; restructuring of the industry in Argentina placed downward pressure on pricing, while activity in Colombia surged. Eastern Hemisphere revenue grew 4% sequentially with 168 basis point margin improvement and 39% incrementals. Product sales were approximately $40 million higher than the normal quarterly level. The North Sea and Russia experienced a seasonal slowdown. Sub-Sahara Africa activity declined in Angola and Nigeria while Asia-Pacific benefited from product sales in Australia and Malaysia. The Middle East/North Africa region was positively impacted by higher product sales as well as the start-up of activities on several of the service contracts won over the last six months. We expect to start-up on the remaining service contracts in early 2017. Free cash flow from operations was $171 million, driven by working capital improvements, and after successful debt and equity raises totaling $996 million during the quarter, net debt was reduced by $507 million to $6.5 billion." Shivram continued, "After a protracted period of relentless cost structure transformation, implementation of disciplined financial metrics and the overall realignment of our Company, Weatherford is now well positioned with a streamlined portfolio to make material progress in operating results and to deleverage our balance sheet. "As supply and demand fundamentals continue to steadily improve, we stand at the beginning of a multi-year cycle of increased spending by our customers, almost entirely focused on developing mature reservoirs, principally on land. We are perfectly aligned to benefit from the attributes of this kind of cycle as it plays to our strengths on land in Well Construction, Completions and Artificial Lift. "We are now emerging from the downturn as a much stronger organization. With a transformed cost structure, and a much-improved balance sheet, we are committed to delivering the difference for our clients through innovation, collaboration and fit-for-purpose solutions. Our focus is centered on service quality, safety, customer engagement, talent management and further strengthening a culture of accountability. As we execute on this 'Back to the Basics' strategy, we expect stronger financial results will naturally follow." A full-text copy of the press release is available for free at: https://is.gd/86VjFD About Weatherford Ireland-based Weatherford International plc (NYSE: WFT) -- http://www.weatherford.com/-- is one of the largest multinational oilfield service companies providing innovative solutions, technology and services to the oil and gas industry. The Company operates in over 100 countries and has a network of approximately 1,000 locations, including manufacturing, service, research and development, and training facilities and employs approximately 31,000 people. As of Sept. 30, 2016, Weatherford had $12.63 billion in total assets, $10.25 billion in total liabilities and $2.38 billion in total shareholders' equity. Weatherford reported a net loss attributable to the Company of $1.98 billion for the year ended Dec. 31, 2015, following a net loss of attributable to the Company of $584 million for the year ended Dec. 31, 2014. * * * In November 2016, Fitch Ratings has downgraded the ratings for Weatherford and its subsidiaries, including the companies' Long-Term Issuer Default Ratings (IDRs) to 'CCC' from 'B+'. In November 2016, S&P Global Ratings lowered its corporate credit rating on Weatherford International to 'B+' from 'BB-'. "The downgrade reflects our revised free operating cash flow estimates for Weatherford following weaker-than-anticipated cash inflows in the third quarter," said S&P Global Ratings credit analyst Carin Dehne-Kiley. WEST VIRGINIA HIGH: Unsecureds to Get 100% in 12 Quarterly Payments ------------------------------------------------------------------- West Virginia High Technology Consortium Foundation and HT Foundation Holdings, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Virginia its first amended joint disclosure statement explaining their first amended joint plan of reorganization, dated Feb. 3, 2017. Class 6 - General Unsecured Claims. Each holder of a General Unsecured Claim will receive an amount equal to 100% of the unpaid amount of their Allowed General Unsecured Claim over 3 years in 12 consecutive, equal, quarterly installments, with the first payment due no later than 60 days after the Effective Date. The initial plan originally proposed to pay the Unsecured Claimants in 4 quarterly payments. The Debtors will fund payments to creditors with Allowed Claims in Classes 2, 3, 4, 5 and 6 with: (i) the net proceeds of their operating revenue, (ii) the net proceeds generated from the Avoidance Actions and the Huntington Causes of Action, and (iii) unrestricted cash held by the Debtors which is projected to be in excess of $1,000,000 on the Effective Date. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/wvnb1-16-00806-249.pdf About West Virginia High West Virginia High Technology Consortium Foundation and HT Foundation Holdings, Inc., filed chapter 11 petitions (Bankr. N.D. W.Va. Case Nos. 16-00806 and 16-00807) on Aug. 4, 2016. The petitions were signed by James L. Estep, president and CEO. The Hon. Patrick M. Flatley presides over the case. In its petition, the Debtors estimated $10 million to $50 million in both assets and liabilities. David B. Salzman, Esq., at Campbell & Levine, LLC serves as bankruptcy counsel. The Debtor employs Rolston & Company as real estate appraiser; Easter Valley, LLC as real estate broker; and Arnett Carbis Toothman, LLP as accountants. WINDMILL RUN: Fannie Mae Has $308K Allowable Postpetition Claim --------------------------------------------------------------- Judge Letitia Z. Paul of the United States Bankruptcy Court for the Southern District of Texas, Galveston Division, has held a joint trial in the adversary proceeding captioned WINDMILL RUN ASSOCIATES, LTD., Plaintiff, v. FEDERAL NATIONAL MORTGAGE ASSOCIATION, AND OAK GROVE COMMERCIAL MORTGAGE, Defendants, ADV. NO. 15-8013 (Bankr. S.D. Tex.), and the bankruptcy case captioned IN RE WINDMILL RUN ASSOCIATES, LTD., Debtor, CASE NO. 15-80319-G3-11 (Bankr. S.D. Tex.), on the "Amended Motion for (i) Allowance of Secured Claim and Reasonable Fees, Costs, and Charges Pursuant to 11 U.S.C. section 506(b) and Fed. R. Bankr. P. 2016 and (ii) Estimation of Future Costs Pursuant to 11 U.S.C. section 502(c)." The debtor, Windmill Run Associates, Ltd., built and managed a 76-unit apartment complex in Sweeny, Texas, as a Low Income Housing Tax Credit (LIHTC) property, subject to a Land Use Restriction Agreement (LURA). Beginning in approximately 2010, Oak Grove Commercial Mortgage, a private, for-profit, business servicing Windmill's debt on behalf of the Federal National Mortgage Association under a loan servicing agreement, made ever-increasing demands for repairs on the property. Although Windmill was never in default on payments of principal and interest under the loan, the lawsuit alleged that Oak Grove and Fannie Mae worked together in bad faith to drive toward a foreclosure of Windmill's interest in the property. Fannie Mae posted the property for a foreclosure sale to take place on September 1, 2015. The posting for foreclosure led to Windmill's filing of a petition in a Chapter 11 case. Fannie Mae expected to recover its costs from Windmill under the loan documents. Windmill filed an adversary proceeding seeking avoidance and recovery of an alleged preference pursuant to Sections 547 and 550 of the Bankruptcy Code. Windmill asserted that Fannie Mae and Oak Grove preferentially transferred to themselves in excess of $89,000 held in reserve accounts. Windmill also asserted four separate breaches of contract and sought declaratory judgment determining that the amount of Fannie Mae's claim is no more than $1,530,364.70, less any damages and attorney fees awarded to Windmill. Lastly, Windmill objected to Fannie Mae's claim and sought an award of attorney fees and for costs attributable to responding to Fannie Mae's motion for relief from stay. Fannie Mae filed a 506(b) motion, seeking an allowance of $646,825.42 in charges it asserted were incurred after the date of filing of the bankruptcy petition. It asserted that the charges are composed of $520,379.91 in legal fees and expenses; $33,064.59 in expert witness fees; $10,784.87 in miscellaneous fees; and $82,596.05 in net postpetition interest. Windmill filed an objection to the motion on October 7, 2016. Judge Paul concluded that the Fannie Mae Charter Act enables Fannie Mae to prosecute the case and adversary proceeding without the filing of an assumed name certificate. The judge also concluded that there was a valid contract between the parties. Nevertheless, while each side in the adversary proceeding has asserted that the other breached the contract, Judge Paul found that both sides were in breach, such that neither may recover damages for breach of contract. Judge Paul also concluded that no declaratory judgment should issue because Windmill presented no evidence in support of its claim for declaratory judgment as to the amount of Fannie Mae's claim. In relation to Windmill's objection to Fannie Mae's proof of claim, Judge Paul concluded that the allowed amount of Fannie Mae's prepetition claim is $1,738,763.34. This amount would be $1,530,364.70, reflecting the offset of the prepayment premium, in the amount of $208,298.64, if Windmill were allowed to recover for Fannie Mae's breach of contract. As to Fannie Mae's 506(b) motion, Judge Paul concluded that Fannie Mae's allowable postpetition claim under Section 506(b) is $308,338.42, consisting of $248,817.00 for legal services to Bryan Cave; $8,131.50 for the legal services of KCW; expert witness fees of $33,064.59; and $18,325.33 in net post petition interest, after application of the interest already paid postpetition. A full-text copy of Judge Paul's January 31, 2017 memorandum opinion is available at: http://bankrupt.com/misc/txsb15-80319-370.pdf About Windmill Run Windmill Run Associates, Ltd., based in Sweeny, TX, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 15-80319) on August 29, 2015. The Hon. Letitia Z. Paul presides over the case. Edward L Rothberg, Esq., at Hoover Slovacek, LLP, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and $1 million to $10 million in liabilities. The petition was signed by Frank Fonseca, president, operating G.P., Windmill Run Development, Inc. YP HOLDINGS: Moody's Lowers Corporate Family Rating to Caa1 ----------------------------------------------------------- Moody's Investors Service has downgraded the corporate family rating of YP Holdings LLC to Caa1 from B2 and changed the outlook to negative based primarily on the acceleration of revenue erosion in YP's digital advertising segment. The action also reflects Moody's view that YP's weakening operating performance will weigh heavily upon its efforts to refinance its term loan and revolver which mature in June 2018. Moody's has also downgraded YP's probability of default rating ("PDR") to Caa2-PD from B3-PD and its secured rating to Caa1 from B2. Issuer: YP Holdings LLC Downgrades: -- Probability of Default Rating, Downgraded to Caa2-PD from B3-PD -- Corporate Family Rating, Downgraded to Caa1 from B2 -- Senior Secured Bank Credit Facility, Downgraded to Caa1 (LGD3) from B2 (LGD3) Outlook Actions: -- Outlook, Changed To Negative From Stable RATINGS RATIONALE YP's Caa1 CFR reflects the company's consistently declining revenues in its legacy print directory segment and recent but accelerating weakness in its digital segment. Also, the rating reflects Moody's view that the digital advertising market faces continued competitive disruption from both small and large players in its ongoing evolution, and is largely dominated by scaled operators that have significant market advantages compared to YP in online and mobile presence and consumer engagement. The rating is supported by YP's position as the largest print and digital yellow pages business in the U.S. with predictable near-to-medium term profitability. Following its recent term loan amendment the company received a $30 million subordinated investment from its equity sponsor, which was used to repay debt and which demonstrates a willingness by the sponsor to help improve the company's capital structure. Solid-but-declining EBITDA margins, good free cash flow and low leverage also support the rating. Because the business has very low capital intensity with capital expenditures typically being below 3% of revenues, reasonably significant but declining free cash flow is generated by its geographically diverse portfolio of assets. However, Moody's believes YP will not generate enough free cash flow to fully repay its upcoming term loan and revolver at maturity. Moody's believes that YP has weak liquidity primarily because the company will likely not generate enough free cash flow to fully repay its term loan and revolver at maturity, raising refinancing risks for a business model facing continued fundamental growth challenges. Moody's expects YP to generate approximately $175 million of free cash flow in 2017 which will more than cover its near term obligations, but not enough to address the $316 million term loan and $140 million ABL facility (outstanding as of 9/30/16) which both mature in June of 2018. The negative outlook reflects the risk that YP may not reverse its current operating trends to facilitate the repayment or refinancing of its term loan and revolver. The ratings are unlikely to be upgraded due to the secular decline of the print business, a declining and weakening digital segment, and low barriers to entry in digital advertising. A negative rating action would ensue if digital segment operating trends are not stabilized or reversed in the next one to two quarters. The principal methodology used in this rating was the Global Publishing Industry published in December 2011. YRC WORLDWIDE: Reports Q4 and Full-Year Results for 2016 -------------------------------------------------------- YRC Worldwide Inc. reported consolidated operating revenue for fourth quarter 2016 of $1.148 billion and consolidated operating income of $14.9 million, which included a $3.4 million gain on property disposals. As a comparison, for the fourth quarter 2015, the Company reported consolidated operating revenue of $1.143 billion and a consolidated operating loss of $15.3 million, which included a non-union pension settlement charge of $28.7 million and a $0.4 million loss on property disposals. Consolidated operating revenue for the year ended Dec. 31, 2016, was $4.698 billion with consolidated operating income of $124.3 million, which included a $14.6 million gain on property disposals. This compares to full-year 2015 consolidated operating revenue of $4.832 billion with consolidated operating income of $93.0 million, which included the settlement charge referenced above and a $1.9 million loss on property disposals. In January 2017 the Company completed an amendment to its Term Loan Credit Agreement to adjust the leverage ratio covenant from the first quarter of 2017 through the fourth quarter of 2018, to reduce uncertainty regarding its ongoing compliance with that covenant. Financial Highlights * Fourth quarter 2016 operating income was $14.9 million compared to a loss of $15.3 million in 2015. The fourth quarter 2015 results included the $28.7 million non-union pension settlement charge. The full-year 2016 operating income increased to $124.3 million, an improvement of $31.3 million compared to 2015. * On a non-GAAP basis, the Company generated Adjusted EBITDA of $57.7 million in fourth quarter 2016 for an Adjusted EBITDA margin of 5.0% compared to $66.0 million and 5.8% in the prior year comparable quarter. Consolidated Adjusted EBITDA for full-year 2016 was $297.5 million with an adjusted EBITDA margin of 6.3% compared to $333.3 million and 6.9% in 2015. * The total debt-to-Adjusted EBITDA ratio for fourth quarter 2016 was 3.40 times compared to 3.25 times for fourth quarter 2015. This complied with the 3.50 maximum total leverage ratio covenant as of Dec. 31, 2016, under the Term Loan Credit Agreement. * Reinvestment in the business continued in 2016 with $100.6 million in capital expenditures and new operating leases for revenue equipment with a capital value equivalent of $152.5 million, for a total of $253.1 million. This is equal to 5.4% of operating revenue for 2016 and represents a $13.4 million increase over the $239.7 million invested in 2015. Tractors, trailers and technology were the primary investments during the quarter. Operational Highlights * The consolidated operating ratio for fourth quarter 2016 was 98.7 compared to 101.3 for the same period in 2015. YRC Freight's operating ratio was 100.0 compared to 102.9 in fourth quarter 2015 and the Regional segment improved its operating ratio by 160 basis points to 96.1. * For full-year 2016, improved yield from continued pricing discipline contributed to a consolidated operating ratio of 97.4 compared to 98.1 in 2015. YRC Freight improved its operating ratio by 120 basis points to 98.2 while the Regional segment reported a 95.3 operating ratio compared to 95.2 in 2015. * Fourth quarter 2016 tonnage per day increased 1.9% at YRC Freight with no change at the Regional segment compared to fourth quarter 2015. * At YRC Freight, excluding fuel surcharge, fourth quarter 2016 revenue per shipment increased 0.5% and revenue per hundredweight decreased by 1.5% when compared to the same period in 2015. Including fuel surcharge, revenue per shipment increased 0.2% and revenue per hundredweight decreased by 1.8%. * At the Regional segment, excluding fuel surcharge, fourth quarter 2016 revenue per shipment increased 0.9% and revenue per hundredweight increased 0.3% when compared to the fourth quarter 2015. Including fuel surcharge, revenue per shipment increased 1.0% and revenue per hundredweight increased 0.4%. * With a continued focus on safety, fourth quarter 2016 liability claims expense decreased by $13.8 million and workers' compensation expense decreased by $3.1 million compared to fourth quarter 2015. Liquidity Update * At Dec. 31, 2016, the company had cash and cash equivalents and Managed Accessibility (as defined in the company's most recently filed periodic reports on Forms 10-K and 10-Q) under its ABL facility totaling $181.1 million compared to $209.3 million as of Dec. 31, 2015. * For the full-year 2016, cash provided by operating activities was $103.1 million compared to $140.8 million in 2015. "In the fourth quarter 2016, year-over-year tonnage per day was up at YRC Freight and flat at the Regional segment," said James Welch, chief executive officer at YRC Worldwide. "However, YRC Freight's year-over-year revenue per hundredweight declined which impacted its ability to offset cost increases during the quarter. Our pricing strategy remains focused on profitability while delivering award-winning customer service. Overall, we believe pricing discipline in the LTL space remains stable," stated Welch. "During the quarter we used our liquidity position to pay down a portion of the term loan, further derisking the balance sheet and reducing long-term debt to the lowest level since 2005. The term loan amendment allows us to maintain our focus on running the business and positioning the Company for long-term success. "Despite the soft industrial conditions and lower fuel surcharge revenue during the year, we reported the highest full-year operating income since 2006. We also increased our capital value equivalent investments, including technology and new tractors and trailers for the fifth consecutive year. Until we see a stronger freight environment it is critical that our investments and self-help actions drive improvements," concluded Welch. A full-text copy of the press release is available for free at: https://is.gd/j4lAy3 About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. YRC Worldwide reported net income attributable to common shareholders of $700,000 on $4.83 billion of operating revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common shareholders of $85.8 million on $5.06 billion of operating revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2016, the Company had $1.87 billion in total assets, $2.21 billion in total liabilities and a total shareholders' deficit of $342.2 million. * * * As reported by the TCR on Feb. 18, 2014, Moody's Investors Service had upgraded the Corporate Family Rating for YRC Worldwide from 'Caa3' to 'B3', following the successful closing of its refinancing transactions. In the Aug. 11, 2015 TCR report, Standard & Poor's Ratings Services said that it has raised its corporate credit rating on YRC Worldwide to 'B-' from 'CCC+'. "The upgrade reflects YRC's earnings growth and improved liquidity position, along with our belief that gradual improvement in the company's operating performance will result in credit measures that are commensurate with the rating," said Standard & Poor's credit analyst Michael Durand. [*] Turnaround Firm CR3 Partners' Official Launch Announced ----------------------------------------------------------- The leadership of CR3 Partners, LLC, revealed on Feb. 6, 2017, the details of their newly-formed national turnaround and performance improvement firm. CR3 Partners, founded by renowned industry expert William Snyder, and 17 partners from Deloitte CRG, Chrysalis, Winter Harbor, and BDO launches with more than 40 experienced professionals based out of offices in New York, Boston, Charlotte, Chicago, Dallas, Houston and Irvine. A key constituency of the newly created CR3 Partners is the inclusion of the entire team of East Coast-based Chrysalis Management LLC, led by founder, Cynthia Romano. The leadership reported that in its first 90 days, CR3 Partners has already been engaged by more than a dozen clients in a variety of industries including light manufacturing, oil and gas, agriculture, building products, architecture and construction, restaurants, consumer products, apparel and nonprofits. The current client roster also already includes six bankruptcies. "I am delighted that the band is back together, so to speak," said William Snyder. "Since so many of us have worked well together in the past, the integration has been remarkably seamless, and we've been able to direct our attention immediately to client engagements. With leadership from the Big 4 and key boutiques alike, our new organization can be responsive to urgent situations and creative in our solutions without being hamstrung by complex regulatory structures, and without costly overhead." All of CR3's partners have significant track records in building firms, and many have already worked together at the predecessor practices at Corporate Revitalization Partners LLC, CRG Partners LLC, Chrysalis Management LLC and Deloitte. Snyder, and several CR3 partners, founded Corporate Revitalization Partners (CRP) in 2001 and in 2007 merged with The Recovery Group, Inc. (TRG) to form CRG Partners. In 2012, CRG Partners was acquired by Deloitte. The third iteration of the "CR brand" CR3, capitalizes on a unique opportunity to leverage this seasoned team of previous CR partners, turnaround professionals and interim managers in the development of new markets. "Already known individually for our ability to identify and implement operational and financial improvement strategies that quickly deliver measurable results, CR3 Partners is poised to deliver great value to any transition, stressed, or distressed situation," added William Snyder. "Whether in advisory or interim/transitional CxO roles, CR3 professionals have long been key counselors to middle market companies who need top-tier leadership." CR3 Partners' Founding Partners are: Gene Baldwin Greg Baracato Mark Barbeau Jim Bazet Rob Carringer Eric Danner John R. Gordon, Jr. Sugi Hadiwijaya Michael Juniper Dustin Lough Don Martin Paul Ravaris Cynthia Romano Brandon Smith William Snyder Tracy Streckenbach Barak Tulin Antony Walker CR3 Partners, LLC 100 Park Ave, 16th Floor New York, NY 10017 Tel: 800-728-7176 - and - CR3 Partners, LLC 13727 Noel Road, Suite 200 Dallas, TX 75240 About CR3 Partners, LLC CR3 Partners, LLC -- http://www.cr3partners.com/-- is a national turnaround and performance improvement firm. We assist, guide and collaborate with management teams facing any sort of transition, stress or distress. Whether improving an operating inefficiency, solving a working capital shortfall, providing urgent crisis management, or guiding a company through a bankruptcy, our seasoned team of executives will quickly assess, stabilize and implement the best options for each situation. Our team is relied upon by middle market companies nationwide who seek senior-level counsel, be it in an advisory or in a more structured interim management or CxO role. [^] BOOK REVIEW: Risk, Uncertainty and Profit --------------------------------------------- Author: Frank H. Knight Publisher: Beard Books Softcover: 381 pages List Price: $34.95 Review by Gail Owens Hoelscher Order your personal copy today at http://www.beardbooks.com/beardbooks/risk_uncertainty_and_profit.html The tenets Frank H. Knight sets out in this, his first book, have become an integral part of modern economic theory. Still readable today, it was included as a classic in the 1998 Forbes reading list. The book grew out of Knight's 1917 Cornell University doctoral thesis, which took second prize in an essay contest that year sponsored by Hart, Schaffner and Marx. In it, he examined the relationship between knowledge on the part of entrepreneurs and changes in the economy. He, quite famously, distinguished between two types of change, risk and uncertainty, defining risk as randomness with knowable probabilities and uncertainty as randomness with unknowable probabilities. Risk, he said, arises from repeated changes for which probabilities can be calculated and insured against, such as the risk of fire. Uncertainty arises from unpredictable changes in an economy, such as resources, preferences, and knowledge, changes that cannot be insured against. Uncertainty, he said "is one of the fundamental facts of life." One of the larger issues of Knight's time was how the entrepreneur, the central figure in a free enterprise system, earns profits in the face of competition. It was thought that competition would reduce profits to zero across a sector because any profits would attract more entrepreneurs into the sector and increase supply, which would drive prices down, resulting in competitive equilibrium and zero profit. Knight argued that uncertainty itself may allow some entrepreneurs to earn profits despite this equilibrium. Entrepreneurs, he said, are forced to guess at their expected total receipts. They cannot foresee the number of products they will sell because of the unpredictability of consumer preferences. Still, they must purchase product inputs, so they base these purchases on the number of products they guess they will sell. Finally, they have to guess the price at which their products will sell. These factors are all uncertain and impossible to know. Profits are earned when uncertainty yields higher total receipts than forecasted total receipts. Thus, Knight postulated, profits are merely due to luck. Such entrepreneurs who "get lucky" will try to reproduce their success, but will be unable to because their luck will eventually turn. At the time, some theorists were saying that when this luck runs out, entrepreneurs will then rely on and substitute improved decision making and management for their original entrepreneurship, and the profits will return. Knight saw entrepreneurs as poor managers, however, who will in time fail against new and lucky entrepreneurs. He concluded that economic change is a result of this constant interplay between new entrepreneurial action and existing businesses hedging against uncertainty by improving their internal organization. Frank H. Knight has been called "among the most broad-ranging and influential economists of the twentieth century" and "one of the most eclectic economists and perhaps the deepest thinker and scholar American economics has produced." He stands among the giants of American economists that include Schumpeter and Viner. His students included Nobel Laureates Milton Friedman, George Stigler and James Buchanan, as well as Paul Samuelson. At the University of Chicago, Knight specialized in the history of economic thought. He revolutionized the economics department there, becoming one the leaders of what has become known as the Chicago School of Economics. Under his tutelage and guidance, the University of Chicago became the bulwark against the more interventionist and anti-market approaches followed elsewhere in American economic thought. He died in 1972. ********* 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. 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Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2017. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. 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