/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170217.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 17, 2017, Vol. 21, No. 47 Headlines 2424 ESSE: Seeks to Hire Sharer Petree as Accountant 4 ACES BINGO: Plan to be Funded from Sale or Refinance of Property ABC DISPOSAL: Seeks April 21 Solicitation Deadline Extension ABC DISPOSAL: Shawmut Loans to Get 100% with Interest Over 5 Yrs ADVANCED COLLISION: Taps Amigone Sanchez as Legal Counsel AECOM: Moody's Assigns Ba3 Rating to New $750MM Sr. Unsecured Notes ALLROM CONSULTING: Case Summary & 2 Unsecured Creditors ALTOMARE AUTO: Court Extends Plan Filing Deadline to May 23 AMERICAN CAPITAL: Egan-Jones Withdraws BB Sr. Unsec. Ratings ARIZONA ACADEMY: Unsecureds to Recoup 37.29% Over 4 Years ASANDA INC: Hires Walters Firm for Landlord Litigation ATLAS DISPOSAL: Seeks to Confirm Bankruptcy Plan by Mid-July 2017 AVAYA INC: BlackBerry Wants to Lift Stay to Continue Patent Suit AZ AIR TIME: Hires Zlotnik Law Office as Counsel BAVARIA YACHTS: Asks Court to Extend Plan Filing Period to May 16 BIG APPLE: Court Approves Sale to Compass Partners BILL BARRETT: Vanguard Group Reports 6.9% Stake as of Dec. 31 BIOSERV CORPORATION: Insider Creditors to Get 30% in Amended Plan BONANZA CREEK: Vanguard Group Holds 4% Stake as of Dec. 31 BRIXMOR PROPERTY: Moody's Affirms ( BURCON NUTRASCIENCE: Incurs C$1.4 Million Net Loss in 3rd Quarter CALIFORNIA RESOURCES: Occidental Petroleum Ceases to be Shareholder CALRISSIAN LP: Case Summary & 6 Unsecured Creditors CENGAGE LEARNING: Moody's Lowers Corporate Family Rating to B3 CHRIST'S HOUSEHOLD: Wants to Continue Using Cash Until May 31 CIENA CORP: Egan-Jones Hikes Sr. Unsec. Debt Ratings to BB- CITYGOLF: Amends Plan to Provide More Info on Injunction Provisions CLARK-CUTLER-MCDERMOTT: Unsecureds to Recoup 20%-367.8% Under Plan CLARKE PROJECT: Court Allows Cash Collateral Use on Interim Basis CLEARWATER PAPER: Moody's Affirms Ba2 Corporate Family Rating CLIFFS NATURAL: George Connell Ceases to be 5% Shareholder CLIFFS NATURAL: State Street Holds 3.47% Stake as of Dec. 31 CLIFFS NATURAL: Vanguard Group Has 7.25% Stake as of Dec. 31 COBALT INT'L: Vanguard Group Reports 6.6% Stake as of Dec. 31 COBALT INTERNATIONAL: Hotchkis and Wiley Reports 15% Equity Stake CONFIRMATRIX LABORATORY: Needs Until July 2 to File Chapter 11 Plan COOPER INC: Sedgwick County's Bid for Relief From Stay Granted CORWIN PLACE: Chapter 11 Plan Filed, Disclosure Hearing on March 7 CUSTOM SOFTWARE: Hires Warner Norcross & Judd as Attorneys DAKOTA PLAINS: Court Approves PSA with World Fuel Services DEXTERA SURGICAL: Broadfin Reports 9.9% Stake as of Dec. 31 DEXTERA SURGICAL: Incurs $3.63 Million Net Loss in Second Quarter DUKE FINANCE: Moody's Lowers Corporate Family Rating to B3 EIDOLON BRANDS: ExWorks Capital Fund I Loan on Interim Basis OK ENDLESS SALES: Wants To Use BBVA Compass' Cash Collateral ENERGY FUTURE: Begins Plan Confirmation Hearing with Key Deal ENERGY FUTURE: Has Tentative Pact Resolving Secured Noteholders Row ENUMERAL BIOMEDICAL: Peierls Reports 8.87% Stake as of Dec. 31 ESCALERA RESOURCES: PacifiCorp Granted $84K Admin Priority Claim FALCON AEROSPACE: S&P Assigns BB Rating on $30MM Class C Loans FARMHAND SUPPLY: Court Allows Use of Rabo AgriFinance Cash FARMHAND SUPPLY: Unsecureds to Recover 80% Under Plan FASHION'S LITTLE: Compass Bank Objects to Cash Collateral Use FASHIONS LITTLE: Hires Olga Zlotnik Law Office as Counsel FM KELLEY: Plan Exclusivity Period Extended Sine Die FORBES ENERGY: Anson Funds No Longer Own Shares FORBES ENERGY: FMR LLC Reports 7% Equity Stake FORBES ENERGY: Forbes & Crisp Report Equity Stake FORBES ENERGY: Hires Alvarez & Marsal as Financial Advisors FORBES ENERGY: Hires Jefferies as Investment Banker FORBES ENERGY: Hires Pachulski Stang Ziehl & Jones as Counsel FORBES ENERGY: Hires Snow Spence Green as Local Counsel FORMOSA PLANTATION: Hires Mitchell C. Compeaux, CPA as Accountant GAVILAN RESOURCES: S&P Assigns 'B' CCR; Outlook Stable GIBSON ENERGY: S&P Revises Outlook to Stable & Affirms 'BB' CCR GIGA-TRONICS INC: Not Complying With NASDAQ's $2.5M Equity Rule GOOD SHEPHERD: Moody's Gives Caa1 Rating to New Series 2017A Bonds GRACIOUS HOME: Has Court's Final Nod to Obtain $3MM Financing GREEN FUEL: Can Use Cash Collateral on an Interim Basis HAPPY JACK'S: Hires Schroeder & Schreiner as Accountants HOMER CITY GENERATION: Defends Ch 11 Plan Against US Trustee HOUGHTON MIFFLIN: Moody's Lowers Corporate Family Rating to B3 HPA NORTHRIDGE: Court Allows Use of Cash Collateral on Final Basis ILLINOIS POWER: Confirmed Prepackaged Plan Declared Effective INSTITUTE OF CARDIOVASCULAR: Needs Until May 15 to File Ch. 11 Plan INTERIOR LOGIC: S&P Assigns 'B' CCR & Rates $255MM Term Loan 'B' IOWA HEALTHCARE: Hires Juniper as Investment Banker ITT EDUCATIONAL: Capital World Says It's No Longer a Shareholder JARICK LLC: Seeks to Hire Eric A. Liepins as Legal Counsel JN MEDICAL: Voluntary Chapter 11 Case Summary JONESBORO HOSPITALITY: Case Summary & 16 Top Unsecured Creditors KALLSTRAND LLC: Hires Gleichenhaus Marchese as General Counsel KEYPOINT GOVERNMENT: S&P Affirms 'B' CCR; Outlook Stable L. FROMELIUS INVESTMENT: Hires Paine/Wetzel as Real Estate Broker LARK TRANSPORTATION: Hires Lester & Associates as Counsel LIFELINE SLEEP: Needs Additional 150 Days to File Chapter 11 Plan LINDSAY GENERAL: To Raise $300,000 to Enhance Cash Position LODGE PARTNERS: Unsecured Creditors to Get $50K Over 3 Years LOVE GRACE: Hires Heller Draper as Counsel LSB INDUSTRIES: Robert Robotti Reports 7.9% Stake as of Dec. 31 LSB INDUSTRIES: Tontine Asset Reports 6.8% Stake as of Dec. 31 LVBK LLC: Selling Six Nevada Properties for $1 Million to Pay Banks LYNEIL MITCHELL: Hires Thompson Law Group as Counsel MACIEJ PAINT: Court Allows Cash Collateral Use on Interim Basis MADDD WEST: Seeks to Hire Goldberg Weprin as Legal Counsel MADDOX FOUNDRY: Hearing on Plan Outline Approval Set for March 23 MADDOX FOUNDRY: McGurn Foundry to Fund Chapter 11 Plan MALLINCKRODT CB: Moody's Gives Ba1 Rating to New Term Loan Due 2024 MARBLES HOLDINGS: Hires Garden City as Noticing & Claims Agent MARBLES HOLDINGS: Hires Hilco to Monetize Intellectual Property MARCUS PEREZ: Illisaca Buying Ossining Property for $157K MARCUS PEREZ: McKees Buying Croton Property for $170K MAXUS ENERGY: Creditors' Panel Hires Kenney Consulting as Actuary MAXUS ENERGY: March 7 Hearing to Approve Disclosure Statement MAXUS ENERGY: Taps Energynet.com to Sell Stake in Neptune Field MCO INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors MEMORIAL PRODUCTION: Disclosure Statement Hearing on Feb. 27 MEMORIAL PRODUCTION: Hires AlixPartners as Financial Advisor MEMORIAL PRODUCTION: Hires Ordinary Course Professionals MEMORIAL PRODUCTION: Sec. 341 Creditors' Meeting Set for Feb. 27 MEMORIAL PRODUCTION: Taps Perella Weinberg as Financial Advisor METROAREA AUTISTIC: Hires Foley & Lardner as Counsel MGQ INVESTMENTS: Taps Van Guard Capital as Accountant MHGE PARENT: Moody's Changes Outlook to Negative & Affirms B2 CFR MIAMI NEUROLOGICAL AVENTURA: Taps Brett A. Elam as Legal Counsel MINDEN AIR: Asks Court to Extend Plan Filing Deadline to April 17 MRN HOMES: Cash Collateral Use on Final Basis Allowed NAKED BRAND: Amends Letter of Intent with Bendon Limited NAKED BRAND: Enters Into 'At Market' Deal with Maxim Group NASTY GAL: Can Use Hercules Capital Cash on Final Basis NASTY GAL: To Lay Off Workers, Close Stores After Brand Name Sale NAVIDEA BIOPHARMACEUTICALS: Execs. to Get $157K 2016 Bonuses NEPHROGENEX INC: Asks Court to Move Plan Filing Period to May 31 NET ELEMENT: Directs ESOUSA to Buy $1 Million Common Shares NEUSTAR INC: Egan-Jones Lowers Sr. Unsecured Debt Rating to B+ NEW JERSEY ANTIQUE: Taps Broege Neumann as Legal Counsel NEW JERSEY HEADWEAR: Seeks 90-Day Plan Filing Period Extension NEXXLINX CORP: Unsecureds to Get 63%-77% Under 2nd Amended Plan NVA HOLDINGS: Moody's Assigns B1 Rating to $94.5MM Revolver Debt OCD LLC: Case Summary & Unsecured Creditor OLMOS EQUIPMENT: Hires Mel Davis Auctions as Auctioneer OLMOS EQUIPMENT: Hires PPL Group & Myron Bowling as Auctioneers OLMOS EQUIPMENT: Hires Ritchie Bros. as Auctioneer OTS CAPITAL: Asks Court to Move Plan Filing Period to June 12 OUTER HARBOR: Unsecureds to Get Up to 16% Under Liquidation Plan PACHECO BROTHERS: Wants To Use TDDC, Direct Capital Cash Collateral PHASOR TECHNOLOGY: Taps Lusky & Associates as Legal Counsel PROGRESSIVE ACUTE: Doctors Sue Four Administrators for Fraud PURE FOODS: Hires Bradley Arant as Bankruptcy Co-Counsel QUEST RARE: Regulator Grants Management Cease-Trade Order RACKSPACE HOSTING: Egan-Jones Withdraws BB Unsecured Debt Rating RAIN TREE: Hires John Edward Brown, CPA as Accountant RESTAURANT BRANDS: S&P Affirms 'B+' CCR; Outlook Stable REVOLUTION ALUMINUM: Hires Steffes Vingiello as Counsel ROBERT MATTHEWS: Garcias Buying Las Vegas Property for $155K RONALD GLEN WOODSON: Seeks Ch. 11 Trustee Appointment S&S SCREW: Creditors' Panel Hires Bass Berry as Counsel SAMSON RESOURCES: Court Confirms Chapter 11 Plan SL GRAY: Hires Porter Law as Attorney SOLID ROCK: Unsecureds to Be Paid From Liquidation Proceeds SPANISH BROADCASTING: Egan-Jones Lowers Unsec. Ratings to CCC- STEMTECH INTERNATIONAL: Hires GlassRatner as Financial Advisors STO ROX SCHOOL: Moody's Gives Initial Ba3 Rating to 2017 GO Bonds T&C GYMNASTICS: Aerial Gym to Recover Nothing Under Amended Plan TASEKO MINES: Moody's Hikes Corporate Family Rating to B3 TRANSCARE CORP: Paid $2.79 Million to Patriarch Partners TRANSMAR COMMODITY: ABN Amro OK'd to Subpoena More Units TRANSPORT EXPRESS: Unsecureds to Get 50% Plus Interest for 10 Years TRIANGLE USA: Court Extends Plan Filing Deadline to March 16 TX C C INC: Case Summary & 20 Largest Unsecured Creditors ULTRA PETROLEUM: Disciplined Growth Reports 9% Equity Stake ULTRA PETROLEUM: Scoggin Entities Report 5.6% Equity Stake URBAN DISCOVERY: S&P Lowers Rating on 2014A/B Revenue Bonds to BB- VANGUARD HEALTHCARE: PCO Continues to Get Complaints VINCENT MORELLA: Vincent Buying Shreveport Property for $100K VISTA OUTDOOR: S&P Affirms 'BB+' CCR & Revises Outlook to Negative WCI COMMUNITIES: S&P Raises CCR to 'BB' on Acquisition by Lennar WENATCHEE, WA: Moody's Confirms Ba1 Rating on 2007 LTGO Bonds WEST LANE PROPERTIES: De Santis to Get $4,054 Monthly Over 5 Years WET SEAL: Proposes Auction of Wetseal.com and Other IP Assets WHICKER ASSET: Voluntary Chapter 11 Case Summary XTERA COMMUNICATIONS: H.I.G. Capital Acquires Assets of Business [*] D. Farrington Yates Joins Kobre & Kim's Insolvency Practice [*] Former SEC Chair Mary Jo White Returns to Debevoise [*] Michelle Harner Selected as U.S. Bankruptcy Judge in Maryland [*] Webinar -- Retail Restructuring Outlook 2017 -- Wed., Mar. 8 [^] BOOK REVIEW: AS WE FORGIVE OUR DEBTORS ********* 2424 ESSE: Seeks to Hire Sharer Petree as Accountant ---------------------------------------------------- 2424 Esse, LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire an accountant. The Debtor proposes to hire Sharer Petree Brotz & Snyder to prepare its monthly operating reports and tax returns, and provide other accounting services related to its Chapter 11 case. The hourly rates charged by the firm are: Partners $325 - $375 Manager $225 - $250 Senior Associate $175 - $225 Junior Associate $70 - $150 Robert Snyder, Jr., a certified public accountant employed with Sharer Petree, 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: Robert N. Snyder, Jr. Sharer Petree Brotz & Snyder 1103 Laurel Oak Road, Suite 105B Voorhees, NJ 08043 Phone: +1 856-435-3200 About 2424 ESSE LLC 2424 ESSE, LLC filed a Chapter 11 petition (Bankr. D.N.J. Case No. 16-34422), on December 27, 2016. The petition was signed by Tammy Alvarez-Olmeda, owner. The case is assigned to Judge Kathryn C. Ferguson. The Debtor is represented by William Mackin, Esq., at Sherman Silverstein Kohl Rose & Podolsky of Moorestown, New Jersey. The Debtor disclosed total assets of $4.37 million and total liabilities of $2.96 million. No trustee or examiner has been appointed in this case. No official committee of unsecured creditors has been appointed in the case. 4 ACES BINGO: Plan to be Funded from Sale or Refinance of Property ------------------------------------------------------------------ 4 Aces Bingo, Inc., filed with the U.S. Bankruptcy Court for the District of Colorado a combined plan of reorganization and disclosure statement, dated Feb. 10, 2017. Class 2. Unsecured Allowed Claims. The Debtor has only one unsecured claimant, Ruthann Weaver. Ms. Weaver is the ex-wife of the Debtor's owner, William Weaver, and performed prepetition bookkeeping and accounting services for the Debtor. Ms. Weaver was owed $12,585 as of the Petition Date. The Class 2 claimant will receive distribution of the principal amount of her claims from the Net Proceeds, which remain from the sale or refinance of the Property after Class 1 claims, priority claims, and administrative expense claims are paid in full. Class 2 will not be paid until after all senior creditor classes have been paid. The Class 2 claimant will not receive more than payment of the principal amount of her Allowed Claim. The Plan will be funded through the sale of the Property located in Aurora, Colorado or through refinancing. The Debtor will have authority to sell the Property or refinance the Property to pay creditors under the Plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/cob16-22413-49.pdf About 4 Aces Bingo 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. ABC DISPOSAL: Seeks April 21 Solicitation Deadline Extension ------------------------------------------------------------ ABC Disposal Services, Inc. and its affiliated Debtors requests the U.S. Bankruptcy Court for the District of Massachusetts to extend the period during which only the Debtors have the exclusive right to solicit acceptances of their plan of reorganization from March 2, 2017 through and including April 21, 2017. The Debtors relate that they have diligently pursued reorganization and have expended substantial effort and resources in reaching consensus with the majority of their principal creditor constituencies regarding restructuring of their obligations. As such, on December 30, 2016, after reaching agreement with Webster Bank, N.A. for itself and as agent for certain other lenders, with regard to both consensual plan treatment and the provision of an exit financing facility to fund operations and payments to creditors, the Debtors filed their Chapter 11 plan of reorganization and disclosure statement. The Court scheduled a hearing for February 14, 2017 at 11:30 a.m. to consider the approval of the Debtors' Disclosure Statement. The Debtors relate that they have continued discussions and negotiations with certain of their creditor constituencies after December 30, 2016, to obtain their agreement regarding treatment of their claims under the Plan and to address their issues with respect to the Disclosure Statement, and has also conferred with the Office of the U.S. Trustee. Following those discussions, the Debtors tells the Court that it has made certain amendments and revisions to the Disclosure Statement and the Plan. These Revisions are reflected in the amended Plan and the amended Disclosure Statement which the Debtors filed with the Court contemporaneously with its exclusivity motion. Based upon the Revisions, the Debtors believe that they can obtain acceptance of the Plan from their principal creditor constituencies, the holders of the Class 2 and Class 3 Claims, Webster Bank, N.A. for itself and as agent for certain other lenders, the holder of the Class 4 Claim, BMO Harris Bank, N.A., and the holders of the Class 8 and Class 9 Claims, the General Unsecured Creditors. As is set forth in the Disclosure Statement, the Debtors also tell the Court that the Committee supports the Plan and urges creditors to vote to accept it. About ABC Disposal Service ABC Disposal Service, Inc., provides full service waste hauling, disposal and recycling services, and sells, rents and services compaction and baling equipment to a variety of industrial, institutional, commercial and construction related customers. New Bedford Waste owns and operates municipal solid waste and construction and demolition debris transfer stations in New Bedford, Sandwich, and Rochester, Massachusetts which transfer and process residential, commercial, industrial, and institutional and construction wastes under approved state and local government permits and licenses. Solid Waste Services, Inc., is a Massachusetts corporation organized in 1999 to hold an ownership interest in New Bedford Waste. Shawmut Associates and A&L Enterprises are Massachusetts limited liability companies which own and lease real estate to ABC and New Bedford Waste in connection with their operations. ZERO Waste Solutions, LLC, is a Massachusetts limited liability company formed in 2013 for the purposes of developing and operating an advanced mixed waste recycling facility located on Shawmut Associates' Rochester property to process and market recyclable material and then turn unrecyclable material into compact, clean burning, high yield fuel briquettes which have a variety of industrial uses. The principals of the Debtors are Laurinda F. Camara and her children Susan M. Sebastiao, Kenneth J. Camara, Steven A. Camara, and Michael A. Camara. Each of the Principals owns 20% of the stock in ABC. Each of Susan M. Sebastiao, Kenneth J. Camara, Steven A. Camara and Michael A. Camara own a 12.5% interest in New Bedford Waste and a 25% interest in Shawmut Associates, A&L Enterprises, and Solid Waste Services. Solid Waste Services owns the remaining 50% of the membership interests in New Bedford Waste. New Bedford Waste owns 80% of the membership interests in ZERO Waste. ABC Disposal Service, Inc., New Bedford Waste Services, LLC, Solid Waste Services, Inc., Shawmut Associates, LLC, A&L Enterprises, LLC, and ZERO Waste Solutions, LLC each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case Nos. 16-11787 to 16-11792, respectively) on May 11, 2016. The petitions were signed by Michael A. Camara as vice president/CEO. Judge Joan N. Feeney presides over the cases. Harold B. Murphy, Esq., Christopher M. Condon, Esq., and Michael K. O'Neil, Esq., at Murphy & King Professional Corporation serves as the Debtors' counsel. Argus Management Corp. is the Debtors' financial advisor. The Debtors engaged Source Capital Group, Inc. as investment banker, and CliftonLarsonAllen, LLP as accountant. The Official Committee of Unsecured Creditors tapped Jager Smith P.C. as counsel. ABC DISPOSAL: Shawmut Loans to Get 100% with Interest Over 5 Yrs ---------------------------------------------------------------- ABC Disposal Service, Inc., et al., filed with the U.S. Bankruptcy Court for the District of Massachusetts a first amended disclosure statement filed on Feb. 13, 2017, with respect to the Debtor's first amended joint plan of reorganization. Class 2 Shawmut Loans Claim -- estimated at $6,015,000 -- will be paid in full with interest over five years. This class is impaired by the Plan. Class 10 Insider Claims -- estimated at $1 million -- will get no payments until after payment of all senior non-Insider Claims in accordance with the Plan. This class is impaired by the Plan. As reported by the Troubled Company Reporter on Jan. 10, 2017, the Debtors filed with the Court their disclosure statement with respect to their joint plan of reorganization, which provides for the periodic distributions to the holders of all Allowed, non-Insider, Claims from the Debtors operating income and a revolving Exit Facility in the amount of $5,000,000. Class 9 General Unsecured Claims is impaired under that plan, and each holder will receive payment equal to 85% of the amount of that holder's Allowed General Unsecured Claim as follows: (i) Upon the Payment Date, an amount equal to 30% of the Allowed Claim; and (ii) Commencing on the 90th day following the Payment Date and continuing quarterly thereafter for 20 quarters, the Dividend of 2.75% of the amount of the Allowed Claim until the holder of an Allowed Class 9 General Unsecured Claim receives total payments in an amount equal to 85% of its Allowed General Unsecured Claim. The plan will be funded by the Debtors' Cash and operating income and the proceeds of the Exit Facility, a revolving credit line from Webster in an amount up to $5,000,000 to be secured by a first-priority lien on ABC's unencumbered vehicles and junior Liens on the Debtors' other real and personal property. According to the First Amended Disclosure Statement, holders of Class 9 General Unsecured Claims -- estimated between $5,700,000 and $6,200,000 -- will be paid 85% of the allowed claim as follows: 40% of the allowed claim on the payment date plus 20 quarterly distributions of 2.25% of allowed claim. Excluding claims of Insiders in the approximate filed amount of $1,155,000, the disputed claims of BFS, and the claim of the City of New Bedford in the amount of $4,370,000, which was resolved through a stipulation pursuant to which the City waived any right of recovery against the Debtors' bankruptcy estates, the Debtors estimate that there are approximately 500 creditors holding Allowed General Unsecured Claims in an approximate aggregate amount between $6,000,000 and $6,500,000. Virtually all of those general unsecured claims are asserted against ABC or New Bedford Waste. Of that number, approximately 250 hold Allowed General Unsecured Claims in an amount equal to $5,000 or less. The approximate aggregate amount of the claims is $300,000. All General Unsecured Claims are classified in one of two classes. In order to reduce the costs associated with administering payments under the Plan, General Unsecured Claims in an amount equal to or less than $5,000 are classified in the Class 8 Convenience Class. The remaining General Unsecured Claims are classified in Class 9. The Plan provides for a fixed dividend payable from the Exit Facility and the Debtors' operations equal to 85% of each holder of an Allowed General Unsecured Claim. After consideration of the probable risks, costs, and delays of and attendant to any litigation, the Debtors do not believe that they possess any meaningful net preference or fraudulent conveyance claims against holders of General Unsecured Claims. It is likely that potential defendants to those actions would have substantial, fact intensive, defenses against any such claims and there is no possibility that the Debtors or the Reorganized Debtors could recover attorneys' fees or costs even if they prevailed. Moreover, as a condition of its support of the Plan, the Committee has required, that the Debtors agree not to pursue any such avoidance actions. Accordingly, in consideration of the above and the benefit to the Debtors, their Estates, and their creditors accruing from the Committee’s support of the Plan, the Debtors have covenanted under the Plan, for themselves and for the Reorganized Debtors, that they will not commence or pursue avoidance actions against any Creditors in either Class 8 or Class 9 of the Plan. The First Amended Disclosure Statement is available at: http://bankrupt.com/misc/mab16-11787-316.pdf About ABC Disposal Service ABC Disposal Service, Inc., provides full service waste hauling, disposal and recycling services, and sells, rents and services compaction and baling equipment to a variety of industrial, institutional, commercial and construction related customers. New Bedford Waste owns and operates municipal solid waste and construction and demolition debris transfer stations in New Bedford, Sandwich, and Rochester, Massachusetts which transfer and process residential, commercial, industrial, and institutional and construction wastes under approved state and local government permits and licenses. Solid Waste Services, Inc., is a Massachusetts corporation organized in 1999 to hold an ownership interest in New Bedford Waste. Shawmut Associates and A&L Enterprises are Massachusetts limited liability companies which own and lease real estate to ABC and New Bedford Waste in connection with their operations. ZERO Waste Solutions, LLC, is a Massachusetts limited liability company formed in 2013 for the purposes of developing and operating an advanced mixed waste recycling facility located on Shawmut Associates' Rochester property to process and market recyclable material and then turn unrecyclable material into compact, clean burning, high yield fuel briquettes which have a variety of industrial uses. The principals of the Debtors are Laurinda F. Camara and her children Susan M. Sebastiao, Kenneth J. Camara, Steven A. Camara, and Michael A. Camara. Each of the Principals owns 20% of the stock in ABC. Each of Susan M. Sebastiao, Kenneth J. Camara, Steven A. Camara and Michael A. Camara own a 12.5% interest in New Bedford Waste and a 25% interest in Shawmut Associates, A&L Enterprises, and Solid Waste Services. Solid Waste Services owns the remaining 50% of the membership interests in New Bedford Waste. New Bedford Waste owns 80% of the membership interests in ZERO Waste. ABC Disposal Service, Inc., New Bedford Waste Services, LLC, Solid Waste Services, Inc., Shawmut Associates, LLC, A&L Enterprises, LLC, and ZERO Waste Solutions, LLC each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case Nos. 16-11787 to 16-11792, respectively) on May 11, 2016. The petitions were signed by Michael A. Camara as vice president/CEO. Judge Joan N. Feeney presides over the cases. Harold B. Murphy, Esq., Christopher M. Condon, Esq., and Michael K. O'Neil, Esq., at Murphy & King Professional Corporation serves as the Debtors' counsel. Argus Management Corp. is the Debtors' financial advisor. The Debtors engaged Source Capital Group, Inc. as investment banker, and CliftonLarsonAllen, LLP as accountant. The Official Committee of Unsecured Creditors tapped Jager Smith P.C. as counsel. ADVANCED COLLISION: Taps Amigone Sanchez as Legal Counsel --------------------------------------------------------- Advanced Collision, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of New York to hire legal counsel. The Debtor proposes to hire Amigone, Sanchez & Mattrey, LLP to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. Arthur Baumeister, Jr., Esq., and Scott Bogucki, Esq., the attorneys designated to represent the Debtor, will be paid $275 per hour and $175 per hour, respectively. Mr. Baumeister disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtor, its bankruptcy estate and creditors. The firm can be reached through: Arthur G. Baumeister, Jr., Esq. Amigone, Sanchez & Mattrey, LLP 1300 Main Place Tower 350 Main Street Buffalo, NY 14202 Phone: 716-852-1300 Fax: 716-852-1344 About Advanced Collision Advanced Collision, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 17-10232) on February 7, 2017. At the time of the filing, the Debtor estimated assets and liabilities of less than $1 million. No trustee, examiner or statutory committee has been appointed in the Debtor's case. AECOM: Moody's Assigns Ba3 Rating to New $750MM Sr. Unsecured Notes ------------------------------------------------------------------- Moody's Investors Service has assigned a Ba3 rating to AECOM's proposed $750 million senior unsecured notes due 2027. The company plans to use the proceeds from the notes offering to retire outstanding debt and to pay related fees and expenses. Moody's affirmed AECOM's Ba2 corporate family rating, Ba2-PD probability of default rating, the Ba1 rating on its senior secured credit facilities, the Ba3 rating on its existing senior unsecured notes and its Speculative Grade Liquidity Rating of SGL-2. The ratings outlook remains stable. Issuer: AECOM Affirmations: Issuer: AECOM -- Corporate Family Rating, Affirmed Ba2 -- Probability of Default Rating, Affirmed Ba2-PD -- Speculative Grade Liquidity Rating, Affirmed SGL-2 -- Senior Secured Bank Credit Facility, Affirmed Ba1, (to LGD2 from LGD3) -- Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD5) Assignments: -- Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD5) Outlook Actions: Issuer: AECOM -- Outlook, Remains Stable RATINGS RATIONALE AECOM's Ba2 corporate family rating reflects its large scale, diverse end market exposure, solid market position, moderate fixed price construction risk and strong and consistent operating cash flow. The company is one of the largest and most diversified engineering & construction companies in North America. AECOM's rating also reflects its acquisitive history, elevated leverage, moderate interest coverage, low level of funds from operations as a percent of outstanding debt and its increased exposure to construction risk after the acquisitions of URS (October 2014) and the Hunt Construction Group (July 2014). AECOM plans to issue $750 million of senior unsecured notes and to use the proceeds to retire its term loan B and to repay portions of its term loan A and revolving credit facility debt. This refinancing will extend a portion of the company's debt maturities, reduce its secured borrowings and lock in long term financing at a low fixed interest rate. However, it will also result in a moderate increase in its interest costs in the near term. Moody's expects AECOM to generate modestly weaker operating results in fiscal 2017 (ends September 2017) due to lower expected benefits from favorable project close outs and the timing of the ramp up on sizeable new projects. Fiscal 2017 should be somewhat of a transition year given the high level of bids submitted on a robust pipeline of work in all of its segments contributing to a record backlog of $43.8 billion as of December 31, 2016. The company is benefitting from the wide array of services it offers along with strength in the power sector, increased federal and state funding allocated for investments in infrastructure and an unprecedented pipeline of work for its Management Services segment. However, these favorable end market dynamics are not likely to impact AECOM's operating performance until late fiscal 2017 or fiscal 2018. Therefore, Moody's expects AECOM to generate adjusted EBITDA modestly below the $1.4 billion produced in fiscal 2016. AECOM should continue to produce strong operating cash flows in the range of $600 million to $750 million in fiscal 2017. Free cash flow after capital expenditures will be about $500 million to $650 million. Moody's expects the company to use the majority of its free cash flow to continue to pay down debt considering the company has retired about $1.2 billion of debt since it closed the acquisition of URS in October 2014. This will result in the company's leverage ratio (Debt/EBITDA) declining to 4.2x-4.4x in September 2017 from 4.5x in September 2016, while its interest coverage ratio (EBITA/Interest Expense) rises to 2.6x-2.8x from 2.5x. AECOM's speculative grade liquidity rating of SGL-2 reflects its good liquidity profile. The company had $561 million of cash and $862 million of availability on its $1.05 billion revolving credit facility as of December 31, 2016. AECOM also had $137 million of cash in consolidated joint ventures, but that cash is not readily accessible and is earmarked to support specific projects. AECOM's credit facilities have financial maintenance covenants including a maximum leverage ratio requirement that steps down to 4.75x for the quarter ended March 2017, and a minimum interest coverage ratio requirement of 3.0x. Moody's expects the company to remain well in compliance with the interest coverage requirement, but the buffer on the leverage ratio covenant could get tight depending on the volatility of quarterly earnings. AECOM's stable ratings outlook presumes the company's operating results will be relatively stable over the next 12 to 18 months and result in substantial free cash flow and a gradual deleveraging. It also assumes the company will carefully balance its leverage with its growth strategies. A ratings upgrade is possible if the company continues to use its free cash flow to pay down debt and reduces its leverage ratio to below 3.5x. Negative rating pressure could develop if deteriorating operating results, weaker than expected cash flow or debt financed acquisitions result in the leverage ratio rising above 5.0x or funds from operations (CF from operations before working capital changes) falling below 15% of outstanding debt. A significant reduction in borrowing availability or liquidity could also result in a downgrade. The principal methodology used in these ratings was Construction Industry published in November 2014. Headquartered in Los Angeles, CA, AECOM is a fully integrated professional and technical services firm providing engineering & design, planning and construction services to the infrastructure, transportation, industrial, environmental, oil and gas, power, water and government sectors. The company operates under three business segments: design & consulting services (44% of revenues), construction services (37%) and management services (19%). AECOM generated revenues of about $17.5 billion during the trailing 12 months ended December 31, 2016. ALLROM CONSULTING: Case Summary & 2 Unsecured Creditors ------------------------------------------------------- Debtor: Allrom Consulting LTD 1122 Walters Mill Road Forest Hill, MD 21050 Case No.: 17-12052 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: February 15, 2017 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Hon. Nancy V. Alquist Debtor's Counsel: Aryeh E. Stein, Esq. MERIDIAN LAW, LLC 600 Reisterstown Road, Suite 700 Baltimore, MD 21208 Tel: (443) 326-6011 E-mail: astein@meridianlawfirm.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Tommy J. Ellis, director. A copy of the Debtor's list of two unsecured creditors is available for free at http://bankrupt.com/misc/mdb17-12052.pdf ALTOMARE AUTO: Court Extends Plan Filing Deadline to May 23 ----------------------------------------------------------- Judge John K. Sherwood of the U.S. Bankruptcy Court for the District of New Jersey extended the exclusive period of Altomare Auto Group, LLC, d/b/a Union Volkswagen and Altomare 22 Union, LLC for filing a plan of reorganization through May 23, 2017, and their exclusive period to obtain confirmation of a plan of reorganization through July 24, 2017. The Troubled Company Reporter had earlier reported that the Debtors sought exclusivity extension telling the Court that they have spent the bulk of their time in Chapter 11 negotiating cash collateral arrangements with their secured creditors, and negotiating and ultimately obtaining approval for the sale of substantially all of the assets of the estate. Unfortunately, the Debtors added, there was insufficient time before the current exclusivity period expires to circulate and file a plan of reorganization and disclosure statement. The Debtors related that excluded from the sale are potential causes of action and general intangibles, which includes, among others, the cause of action pending in Union County, as well as any funds which will be flowing to Altomare Auto Group as result of a recent settlement between Volkswagen of America and its dealers. The Debtors contended that additional time will be needed to determine the allocation to each individual dealer, such as Altomare Auto Group, from the settlement proceeds derived from the Volkswagen of America litigation. The Debtors further contended that once that determination has been made, they will be able to advise its creditors as to the proposed distribution of the portion of settlement proceeds anticipated to be received by the estate from the settlement of the said litigation. About Altomare Auto Group, LLC Altomare Auto Group, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 16-22376) on June 27, 2016. On June 30, 2016, Altomare 22 Union, LLC filed a Chapter 11 petition (Bankr. D. N.J. Case No. 16-22628). The petitions were signed by Anthony Altomare, managing member. The cases are jointly administered and are assigned to Judge John K. Sherwood. At the time of the filing, Altomare Auto disclosed $9.04 million in assets and $12.78 million in liabilities. Meanwhile, Altomare 22 disclosed $256,877 in assets and $6.24 million in liabilities. The Debtors are represented by Daniel Stolz, Esq., at Wasserman, Jurista & Stolz, P.C. The Debtors retained Arent Fox LLP as special automotive counsel; BMC Group, Inc. as its noticing and balloting agent; D.T. Murphy & Company as automotive consultants; WithumSmith & Brown as accountant; No official committee of unsecured creditors has been appointed in the case. AMERICAN CAPITAL: Egan-Jones Withdraws BB Sr. Unsec. Ratings ------------------------------------------------------------ Egan-Jones Ratings, on Jan. 26, 2017, withdrew its BB senior unsecured ratings on debt issued by American Capital Ltd. American Capital, Ltd. is a publicly traded private equity firm and global asset manager. ARIZONA ACADEMY: Unsecureds to Recoup 37.29% Over 4 Years --------------------------------------------------------- Arizona Academy of Science and Technology, Inc., filed with the U.S. Bankruptcy Court for the District of Arizona its disclosure statement explaining its plan of reorganization, dated Feb. 10, 2017. Class 5 under the plan consists of the Allowed Unsecured Claims of Creditors in an amount less than $5,000. Class 5 creditors will be paid a pro rata share from the Debtors' Excess Cash Flow on a quarterly basis for the four fiscal quarters of Debtor's plan, beginning the first fiscal quarter after the Effective Date of this Plan. Additionally, if the Debtor recovers funds from Charter Asset Management on account of the adversary proceeding and after payment in full of all administrative claims and the IRS Class 3 claim, the Debtor will pay any remaining funds to the Class 5 claim holders pro rata, within 60 days of receipt of any funds recovered in that action. If claims are paid in full, payment to this class will cease immediately. Estimated recovery for this class is 100%. Class 6 consists of the Allowed Unsecured Claims of Creditors in an amount greater than $5,000. Class 6 creditors will be paid a pro rata share from the Debtors' Excess Cash Flow on a quarterly basis for a four year period, beginning the first fiscal quarter after payment to Class 5 is completed. Additionally, if the Debtor recovers funds from CAM on account of the adversary proceeding and after payment in full of all administrative claims, IRS Class 3 claim, and Class 5 claims, the Debtor will pay any remaining funds to the Class 6 claim holders pro rata, within 60 days of receipt of any funds recovered in that action. If claims are paid in full, payment to this class will cease immediately. Estimated recovery for this class is 37.29%. The Debtor's plan of reorganization is structured to allow for the greatest likelihood that its creditors receive a maximum repayment over the course of the plan. The repayment to creditors is based on a percentage basis of the Debtor's equalization from the state, which in turn is based on student enrollment. Therefore, as the school's enrollment increases, so do the Debtor's payments to its creditors. The Debtor anticipates that it can afford to contribute 10% of its annual anticipate state equalization income to the Plan. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/azb2-16-09573-71.pdf About Arizona Academy of Science and Technology Arizona Academy of Science and Technology, Inc., filed a Chapter 11 bankruptcy petition (Bankr. D.Ariz. Case No. 16-09573) on Aug. 18, 2016. Hon. Scott H. Gan presides over the case. Davis Miles McGuire Gardner, PLLC, represents the Debtor as counsel. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Grant Creech, director. ASANDA INC: Hires Walters Firm for Landlord Litigation ------------------------------------------------------ Asanda Inc., and Asanda Park Avenue, Inc., seek authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ the law firm of Walters and Walters as special litigation counsel to debtor Park Avenue Inc., nunc pro tunc to January 11, 2017. Prior to the Petition Date, Park Avenue was embroiled in litigation with its landlord in both New York State Supreme Court and the Civil Court of the City of New York, Landlord and Tenant part. The litigation all stems from claims that Park Avenue has against the landlord for constructive and actual eviction from its leased premises and it sought declaratory and equitable relief as well as damages. The Debtor requires W&W to represent the Debtor in connection with the Landlord Disputes during the course of the Chapter 11 case and any other matter which could arise relating to the underlying lease between Park Avenue and its landlord. The Debtor will compensate W&W for services provided at $350 per hour, plus reimbursement of actual necessary expenses incurred. During the 90-day period leading up to the Petition Date, W&W received $10,000 from debtor Asanda Inc. and $2,500 from a non-debtor third party, which was payment for services rendered for both Asanda Inc. and Asanda Park Avenue, Inc. Matthew Walters, Esq., of the Law Offices of Gerard A. Walters d/b/a Walters and Walters, 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. W&W may be reached at: Matthew Walters, Esq. Law Offices of Gerard A. Walters d/b/a Walters & Walters 20 Vesey Street, Suite 700 New York, NY 10007 Tel: (212) 227-1666 About Asanda Inc. Asanda Inc. and affiliate Asanda Park Avenue, Inc., own and operate two fully serviced luxury salon and spas in New York City, one on Park Avenue (and 56th Street) and one in Soho. Asanda Inc. and Asanda Park Avenue each filed chapter 11 petitions (Bankr. S.D.N.Y. Case Nos 17-10054 and 17-10055) on Jan. 11, 2017. The petitions were signed by Gene Frisco, managing director. The Debtors are represented by Erica Feynman Aisner, Esq., and Jonathan S. Pasternak, Esq., at Delbello, Donnellan, Weingarten, Wise & Wiederkehr, LLP. The case is assigned to Judge James L. Garrity, Jr. The Debtors each estimated assets and liabilities at $1 million to $10 million at the time of the filing. ATLAS DISPOSAL: Seeks to Confirm Bankruptcy Plan by Mid-July 2017 ----------------------------------------------------------------- Atlas Disposal Options Inc. requests the U.S. Bankruptcy Court for the District of New Jersey to extend the time within which it has the exclusive right to file a Chapter 11 Plan and Disclosure Statement pursuant to 11 U.S.C. Sections 1121, 1129 and 105. The Debtor submits that it is on its way to dealing with the issues plaguing it, and will be able to prepare and submit and hopefully confirm a Plan within a reasonable period of time, by the middle of July 2017. The Debtor relates that its former counsel Fogel has filed a Small Business Chapter 11 Combined Plan and Disclosure Statement on September 23, 2016. Unfortunately, the Debtor adds that said Plan has drawn numerous objections. The Debtor further relates that Counsel Fogel has withdrawn from the case, and has been replaced by Stuart M. Nachbar, Esq. on January 31, 2017 with the Court's approval. Consequently, all hearings on the combined Plan and Disclosure Statement have been adjourned. All hearing related to the Combined Disclosure Statement and Plan, as well as, previously filed Objections to Claims have been adjourned to March 23, 2017. Currently, the Debtor and its new counsel is in the process of negotiating with the Internal Revenue Service regarding prospective cash collateral orders, and hope to have that issues resolved shortly. The Debtor adds that further steps are in the process of being taken to determine if the Objections to the Proofs of Claim are in fact properly filed. In addition, a new Status Conference has been scheduled for March 23, 2017, and the Debtor hopes to have positive news about said negotiations and cash flow. Counsels for New Jersey Department of Environmental Protection and for the IRS, on behalf of their clients, have consented to the Debtor's request for exclusivity extension. A hearing on the Debtor's Motion will be held on March 14, 2017 at 10:00 a.m. About Atlas Disposal Options Atlas was formed to offer environmental contractors and industrial clients a single source for all their disposal needs. The Debtor facilitates transportation and disposal of almost any waste stream, utilizing its own trucks, personnel and equipment to transport and dispose of any petroleum, sanitary or hazardous waste. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 16-19253) on May 12, 2016. The petition was signed by Paul Masser, president. The case is assigned to Judge Vincent F. Papalia. Initially, the Debtor was represented by Richard Fogel, Esq. Subsequently, the Debtor employs Stuart M. Nachbar, Esq. at Law Office of Stuart M. Nachbar, P.C. to represent it in its case. The Debtor also tapped Walter B. Dennen, Esq. at Aimino & Dennen, LLC as special counsel; and Todd S. Marrazzo as the accountant. At the time of the filing, the Debtor disclosed $347,640 in assets and $1.05 million in liabilities. AVAYA INC: BlackBerry Wants to Lift Stay to Continue Patent Suit ---------------------------------------------------------------- BlackBerry Limited and BlackBerry Corporation filed with the U.S. Bankruptcy Court for the Southern District of New York a motion for relief from automatic stay in order to permit them to continue with litigation against Avaya Inc. pending in the U.S. District Court for the Northern District of Texas, Case No. 16-cv-02185, and in order to (a) seek an injunction of postpetition (and continuing) violations of the patent laws and (b) liquidate Blackberry's prepetition claims against the Debtor for patent infringement. In the alternative, Blackberry requests an order confirming that the automatic stay does not bar the Patent Infringement Action to the extent of seeking injunctive relief for postpetition violations of the patent laws. BlackBerry is the owner of a number of valuable patents that the Debtor infringed prior to the commencement of the Chapter 11 cases and is continuing to infringe in the course of its daily operations. The infringed patents cover core technologies related to digital data communication, like enhanced security and cryptographic techniques, mobile device user interfaces, communication servers, and audio and video codecs. These technologies are being used across a substantial portion of Debtor’s product range, including networking products like switches and routers, communication servers and client software, telepresence systems, softphones and deskphones, and software for mobile device communications, which Debtor imports to, and markets and sells in, the United States. BlackBerry says that by continuing to violate its patents after the filing of its bankruptcy petition, the Debtor is engaging in unlawful activity. BlackBerry states that the claims it asserted in the Patent Infringement Action are non-core matters involving federal patent infringement claims, and the District Court is best situated to determine those matters. Moreover, Debtor's infringement of BlackBerry's patents is continuing unabated following the filing of the bankruptcy petition; as a result, BlackBerry will continue to be harmed by Debtor's ongoing, post-petition infringement with no recourse to stop harm unless the Court grants relief from the automatic stay. A hearing on the stay motion will be held on March 3, 2017, at 10:00 a.m. ET. Objections must be filed by Feb. 24, 2017, at 4:00 p.m. ET, while responses to the objections must be filed by Feb. 28, 2017, at 4:00 p.m. ET. The stay motion is available at: http://bankrupt.com/misc/nysb17-10089-151.pdf http://bankrupt.com/misc/nysb17-10089-152.pdf BlackBerry is represented by: Kevin P.B. Johnson, Esq. Victoria F. Maroulis, Esq. QUINN EMANUEL URQUHART & SULLIVAN LLP 555 Twin Dolphin Drive, 5th Floor Redwood Shores, California 94065-2139 Tel: (650) 801-5000 Fax: (650) 801-5100 E-mail: kevinjohnson@quinnemanuel.com victoriamaroulis@quinnemanuel.com -- and -- Eric Winston, Esq. (pro hac vice pending) QUINN EMANUEL URQUHART & SULLIVAN, LLP 865 South Figueroa Street, 10th Floor Los Angeles, California 90017-2543 Tel: (213) 443-3000 Fax: (213) 443-3100 E-mail: ericwinston@quinnemanuel.com -- and -- Kate Scherling, Esq. QUINN EMANUEL URQUHART & SULLIVAN LLP 51 Madison Avenue, 22nd Floor New York, New York 10010 Tel: (212) 849-7000 Fax: (212) 849-7100 E-mail: katescherling@quinnemanuel.com About Avaya Avaya Inc., together with its affiliates, is a multinational company that provides communications products and services, including, telephone communications, internet telephony, wireless data communications, real-time video collaboration, contact centers, and customer relationship software to companies of various sizes. The Avaya Enterprise serves over 200,000 customers, consisting of multinational enterprises, small- and medium-sized businesses, and 911 services as well as government organizations operating in a diverse range of industries. It has approximately 9,700 employees worldwide as of Dec. 31, 2016. Avaya sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10089) on Jan. 19, 2017. Seventeen Avaya affiliates also filed separate petitions, signed by Eric S. Koza, CFA, chief restructuring officer, on Jan. 19, 2017. Judge Stuart M. Bernstein presides over the cases. The Debtors have hired Kirkland & Ellis LLP as legal counsel, Centerview Partners LLC as investment banker, Zolfo Cooper LLC as restructuring advisor, PricewaterhouseCoopers LLP as auditor, KPMG LLP as tax and accountancy advisor, The Siegfried Group, LLP as financial services consultant. The Debtors reported assets of $5.52 billion and debts of $6.35 billion as of Sept. 30, 2016. AZ AIR TIME: Hires Zlotnik Law Office as Counsel ------------------------------------------------ AZ Air Time LLC, seeks authority from the U.S. Bankruptcy Court for the District of Arizona to employ the Law Office of Olga Zlotnik, PLLC, as counsel to the Debtor. AZ Air Time requires Zlotnik to: a. provide the Debtor with legal advice with respect to its reorganization; b. represent the Debtor in negotiations involving secured and unsecured creditors and parties-in-interest; c. represent the Debtor at the U.S. Trustee interview, first meeting of creditors, all court hearings set by the Court in Debtor's bankruptcy case, and in any adversary proceedings or contested matters; d. prepare necessary applications, motions, answers, orders, reports or other legal papers necessary to assist in Debtor's reorganization; e. assist the Debtor with the preparation of its Schedules of Assets and Liabilities and Statements of Financial Affairs; f. advise the Debtor with respect to any post-petition financing and cash collateral arrangements and negotiating, drafting and prosecuting all documents, motions and pleadings relating thereto; g. advise the Debtor on all matters relating to the assumption, rejection or assignment of unexpired leases and executory contracts; h. take all necessary action to protect and preserve Debtor's estate, including the prosecution of actions on Debtor's behalf, the defense of any actions commenced against Debtor, objecting to claims filed against the Debtor's estate, and negotiating and effecting settlements of the same; i. prepare, negotiating and taking all actions necessary to obtain approval and confirmation of a disclosure statement, plan of reorganization and related agreements and documents; and j. perform all other legal services relating to the administration and conduct of the Debtor's estate in its efforts to reorganize. Zlotnik will be paid at these hourly rates: Olga Zlotnik $220 Legal Assistants $135 Prior to the filing of this bankruptcy, the Debtor paid Zlotnik a flat fee retainer in the amount of $7,283 for pre-bankruptcy services and a filing fee of $1,717. The Debtor also paid Zlotnik an advanced deposit of $5,000, which is held in Zlotnik's IOLTA Trust Account to secure payment of fees and costs incurred in the Chapter 11 case. Zlotnik will also be reimbursed for reasonable out-of-pocket expenses incurred. Olga Zlotnik, member of the Law Office of Olga Zlotnik, 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. Zlotnik can be reached at: Olga Zlotnik, Esq. LAW OFFICE OF OLGA ZLOTNIK, PLLC 7047 E. Greenway Parkway, Ste. 250 Scottsdale, Arizona 85254 Telephone: (480) 788-7011 Fax: (866) 935-0552 About AZ Air Time LLC AZ Air Time LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 17-01062) on Feb. 3, 2017, listing under $1 million in both assets and liabilities. BAVARIA YACHTS: Asks Court to Extend Plan Filing Period to May 16 ----------------------------------------------------------------- Bavaria Yachts USA, LLLP requests the U.S. Bankruptcy Court for the Northern District of Georgia to extend its exclusive period to file a Chapter 11 Plan through and including May 16, 2017. The Debtor tells the Court that it is still in the midst of selling vessels and currently negotiating with potential buyers. As such, the Debtor needs additional time so as to assist the Debtor in consummating the sales and allow it to formulate a more definitive plan. The Court will hold a hearing on the Debtor's Motion on March 7, 2017 at 1:30 p.m. About Bavaria Yachts USA Bavaria Yachts USA, LLLP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Ga. Case No. 16-68583) on October 18, 2016. The petition was signed by Kenneth Feld, manager of Oddbody LLC, the Debtor's general partner. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The Debtor tapped Louis G. McBryan, Esq. of McBryan LLC to serve as legal counsel in connection with its Chapter 11 case. The Debtor hires Alexander Dombrowsky, Esq. at Robert Allen Law as its special counsel; and Mark M. Chase and Chase CPA, LLC as its accountants. An official committee of unsecured creditors has not been appointed in the Chapter 11 case. BIG APPLE: Court Approves Sale to Compass Partners -------------------------------------------------- Jonathan Randles, writing for The Wall Street Journal Pro Bankruptcy, reported that Judge Sean Lane of the U.S. Bankruptcy Court in Manhattan has authorized The Big Apple Circus, Ltd., to sell its assets to Compass Partners LLC, for $1.3 million. According to the report, Compass intends to revive the circus by bringing holiday shows back to New York City's Lincoln Center this year. Judge Lane said during a court hearing on Feb. 14 that he was "happy to hear the news of a robust auction" for Big Apple Circus, the report related. Compass hopes to reach a long-term agreement to put on shows at Lincoln Center, according to Compass lawyer Alison Bauer, the report related. Ms. Bauer said Compass is also planning to establish new administrative offices for the circus in New York City, the report added. About The Big Apple Circus The Big Apple Circus, Ltd., filed a chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-13297) on Nov. 20, 2016. The petition was signed by Will Maitland Weiss, executive director. The Debtor is represented by Natasha M. Labovitz, Esq. and Christopher Updike, Esq., at Debevoise & Plimpton LLP. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. An Official Committee of Unsecured Creditors has been appointed in the case, and is represented by Robert J. Feinstein, Esq., Maria A. Bove, Esq., and Steven W. Golden, Esq., at Pachulski Stang Ziehl & Jones LLP. BILL BARRETT: Vanguard Group Reports 6.9% Stake as of Dec. 31 ------------------------------------------------------------- The Vanguard Group disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2016, it beneficially owns 5,085,969 shares of common stock of Bill Barrett Corp representing 6.90 percent of the shares outstanding. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 58,318 shares or .07% of the Common Stock outstanding of the Company as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 5,561 shares or .00% of the Common Stock outstanding of the Company as a result of its serving as investment manager of Australian investment offerings. A full-text copy of the regulatory filing is available at: https://is.gd/5d9Z7h About Bill Barrett Denver-based Bill Barrett Corporation is an independent energy company that develops, acquires and explores for oil and natural gas resources. All of the Company's assets and operations are located in the Rocky Mountain region of the United States. Bill Barrett reported a net loss of $488 million in 2015 following net income of $15.08 million in 2014. As of Sept. 30, 2016, Bill Barrett had $1.33 billion in total assets, $826.4 million in total liabilities and $509.2 million in total stockholders' equity. * * * In June 2016, Moody's Investors Service affirmed Bill Barrett Corporation's 'Caa2' Corporate Family Rating and revised the Probability of Default Rating to 'Caa2-PD/LD' from 'Caa2-PD.' "Bill Barrett's debt for equity exchange achieved some reduction in its overall debt burden, but the company's cash flow and leverage metrics continue to remain challenged as its hedges roll off in 2017," commented Amol Joshi, Moody's vice president. In June 2016, S&P Global Ratings raised the corporate credit rating on Bill Barrett to 'B-' from 'SD'. The rating outlook is negative. "The upgrade reflects our reassessment of the company's corporate credit rating following the debt-for-equity exchange of its 7.625% senior unsecured notes due 2019, and also reflects our expectation that there will be no further distressed exchanges over the next 12 months," said S&P Global Ratings credit analyst Kevin Kwok. BIOSERV CORPORATION: Insider Creditors to Get 30% in Amended Plan ----------------------------------------------------------------- Bioserv Corporation filed with the U.S. Bankruptcy Court for the Southern District of California its first amended disclosure statement for its plan of reorganization, dated Feb. 2, 2017. The Plan provides for paying all undisputed non-insider claimants and creditors 100% of their Allowed Claims, in cash, on the Effective Date. The Effective Date of the Plan is five business days after the Plan Confirmation Date. Disputed non-insider claimants and creditors will receive 100% of their Allowed Claims, in Cash, on the Effective Date or on the date specified by the Court in a Final Order, whichever comes later. All unsecured, non-insider, pre-petition creditors will also receive Interest on their Allowed Claims, calculated at the Federal Funds Rate on the Petition Date, which has accrued between the Petition Date and the Effective Date. Interest will be paid, in cash, on the Effective Date, or, for Disputed Claims, on the Effective Date or on the date specified by the Court in a Final Order, whichever is later. The Plan provides for insider claimants and creditors to receive 30% of their Allowed Claims, in cash and as soon as possible after Plan Confirmation, but not earlier than ten days after Effective Date, if the cash balance remaining in the Cash Reserves is greater than $500,000. If there is insufficient cash in the Cash Reserves, insider claimants and creditors shall be issued notes in lieu of cash. The Plan further provides for a limited distribution of common stock in Reorganized Debtor to certain classes of creditors. No later than six months after the Effective Date, the Reorganized Debtor will issue common stock equal to 5% of Reorganized Debtor's value on the Effective Date to Class 4 Claimants, or general, unsecured claimants, in Pro Rata. In the event the Reorganized Debtor recovers $5 million or more in Prospective Litigation Proceeds, it will again issue, to Class 4 Claimants in Pro Rata, common stock equal to 5% of Reorganized Debtor's value on the Effective Date. No later than six months after the Effective Date, the Reorganized Debtor will issue common stock equal to 40% of Reorganized Debtor's value on the Effective Date to Class 5 Claimants, or administrative and pre-petition insider claimants, in Pro Rata. Simultaneously with the issuance of common stock to Class 4 Claimants, no later than six months after the Effective Date, stock held by Class 7 Claimants will be reduced from 100% to 55%. The Plan generally provides that the Reorganized Debtor will use cash of the Sales Proceeds to: pay fully the allowed Administrative Expense Claims, Priority Tax Claims, Secured Claims, Unsecured Claims, and subordinated insider claims, with Interest as specified, on the Effective Date or upon the entry of a Final Order, whichever is later. The Plan further provides that the Debtor will issue Common Stock in Reorganized Debtor to general, unsecured claimants from Class 4 and insider Claimants from Class 6. A full-text copy of the First Amended Disclosure Statement is available at: http://bankrupt.com/misc/casb14-08651-509.pdf Headquartered in San Diego, California, Bioserv Corporation field for Chapter 11 bankruptcy protection (Bankr. S.D. Calif. Case No. 14-08651) on Oct. 31, 2014, estimating its assets at between $500,000 and $1 million and its liabilities at between$1 million and $10 million. The petition was signed by Albert Hansen, CEO. Judge Margaret M. Mann presides over the case. Benjamin Carson, Esq., at Benjamin Carson Law Office serves as the Debtor's bankruptcy counsel. BONANZA CREEK: Vanguard Group Holds 4% Stake as of Dec. 31 ---------------------------------------------------------- The Vanguard Group disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2016, it beneficially owns 2,003,139 shares of common stock of Bonanza Creek Energy Inc. representing 4.03 percent of the shares outstanding. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 9,497 shares or .01% of the Common Stock outstanding of the Company as a result of its serving as investment manager of collective trust accounts. A full-text copy of the regulatory filing is available at: https://is.gd/P8o4dV 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. BRIXMOR PROPERTY: Moody's Affirms ( ----------------------------------- Moody's Investors Service affirmed the Baa3 senior unsecured rating of Brixmor Operating Partnership LP and revised the rating outlook to stable, from negative. The outlook revision reflects Brixmor's remediation efforts and resolution of the accounting review related to the smoothing of non-GAAP same property NOI items from late 2015. The stable outlook reflects Moody's expectation that Brixmor Property Group Inc. and Brixmor OP will continue to improve its governance, operational strength, and financial profile, while managing debt maturities with adequate liquidity and stable credit metrics. The following ratings were affirmed: Brixmor Property Group Inc. -- Preferred stock shelf at (P)Ba1. Brixmor Operating Partnership LP - Issuer rating at Baa3; senior unsecured debt rating at Baa3; senior unsecured debt shelf at (P)Baa3. RATINGS RATIONALE The outlook revision also reflects Brixmor OP's implementation of the following remediation actions during 2016; certain personnel are no longer employed by the company, a new permanent Chief Executive Officer and Chief Financial Officer were appointed effective May 2016, increase communication and training to employees regarding the ethical values of BPG, requirement to comply with laws, the Code of Conduct and BPG's policies, and an assessment of roles and responsibilities to enhance financial controls and compliance. Brixmor still has outstanding lawsuits regarding its accounting irregularities, but has passed year-end 2016 Sarbanes-Oxley (SOX) review after remediating the material weakness in its internal financial controls. The revision of the outlook also takes into account Brixmor's improving credit profile, with an increased unencumbered asset base as well as lower secured debt levels. BRX has grown its unencumbered asset base to approximately 76% of gross assets at YE16, an improvement from 62% at YE15 and 51% at YE14. Secured debt has improved to 11.4% at YE16, down from 19.9% at YE15 and 28.3% at YE14, as the company completed two unsecured debt issuances in 2016, using the proceeds to pay down existing mortgage debt and outstanding balances on its line of credit. Additionally, the company maintains solid fixed charge coverage at 3.8x as of YE16. These credit strengths are offset by the REIT's high leverage levels relative to similarly rated REITs with effective leverage of 50.8% and Net Debt/EBITDA of 6.6x at YE16, however, Moody's expects these metrics to improve over time, as a result of occupancy gains, rental increases and redevelopment activity. Although upward rating movement is unlikely in the near term, a future rating upgrade would reflect secured debt/gross assets approaching 10%; Net Debt/EBITDA less than 6.0x on a sustained basis; and effective leverage less than 50% on a sustained basis. A rating downgrade would likely result from an increase in secured debt; Net Debt/EBITDA above 7.0x; effective leverage over 55%; or, any reversal in the REIT's commitment to an unsecured debt strategy. The last rating action for Brixmor Property Group was on February 08, 2016 when Moody's affirmed the Baa3 senior unsecured rating of Brixmor Operating Partnership LP and revised the rating outlook to negative, from stable. Brixmor Operating Partnership, L.P., the operating partnership to the Brixmor Property Group Inc. (NYSE: BRX) is a retail REIT that owns and operates more than 500 neighborhood and community shopping centers. As of December 31, 2016, Brixmor had total book assets of $9.3 billion and total book equity of $2.9 billion. The principal methodology used in these ratings was Global Rating Methodology for REITs and Other Commercial Property Firms published in July 2010. BURCON NUTRASCIENCE: Incurs C$1.4 Million Net Loss in 3rd Quarter ----------------------------------------------------------------- Burcon Nutrascience Corporation reported a loss and comprehensive loss of C$1.38 million on C$30,158 of revenue for the three months ended Dec. 31, 2016, compared to a loss and comprehensive loss of C$1.66 million on $23,588 of revenue for the three months ended Dec. 31, 2015. For the nine months ended Dec. 31, 2016, the Company reported a loss and comprehensive loss of C$4.41 million on C$79,007 of revenue compared to a loss and comprehensive loss of C$4.95 million on C$73,240 of revenue for the same period during the prior year. As of Dec. 31, 2016, Burcon had C$7.82 million in total assets, C$2.44 million in total liabilities and C$5.38 million in shareholders' equity. "Conditions do exist, as described in the Condensed Consolidated Interim Financial Statements that cast substantial doubt over the Company's ability to continue as a going concern. As at December 31, 2016, the Company had not earned significant revenues from its technology, had an accumulated deficit of $82.0 million (March 31, 2016 - $77.6 million). During the nine months ended December 31, 2016, the Company incurred a loss of $4.4 million (2015 - $5.0 million) and has negative cash flow from operations of $3.5 million (2015 - $3.9 million). The Company has relied on equity financings, private placements, rights offerings, other equity transactions and issuance of convertible debt to provide the financing necessary to undertake its research and development activities. At December 31, 2016, the Company had cash and cash equivalents of $5.9 million. In May 2016, the Company completed a convertible note financing for $2.0 million, with net proceeds of $1.9 million and a rights offering in November 2016 with net proceeds of $5.0 million. Management estimates these funds are sufficient to fund its operations to February 2018. The estimated date excludes proceeds from outstanding convertible securities and royalty revenues that may be derived from ADM's CLARISOY full-scale commercial facility. Burcon will require additional capital to meet its business objectives, although there is no assurance that additional financing will be available on acceptable terms, if at all," the Company said in the report. A full-text copy of the Form 6-K report is available at: https://is.gd/tPHlai About Burcon NutraScience Headquartered in Vancouver, Canada, Burcon NutraScience Corporation has developed a portfolio of composition, application, and process patents originating from its core protein extraction and purification technology. The Company's patented processes utilize inexpensive oilseed meals and other plant-based sources for the production of purified plant proteins that exhibit certain nutritional, functional and nutraceutical profiles. Burcon NutraScience reported a net loss of C$6.56 million on C$106,390 of revenue for the year ended March 31, 2016, compared to a net loss of C$6.57 million on C$105,387 of revenue for the year ended March 31, 2015. CALIFORNIA RESOURCES: Occidental Petroleum Ceases to be Shareholder ------------------------------------------------------------------- Occidental Petroleum Corporation disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of March 24, 2016, it has ceased to beneficially own shares of common stock of California Resources Corporation. On March 24, 2016, Occidental Petroleum distributed to holders of its common stock as of Feb. 29, 2016, 71,500,000 shares of common stock of California Resources as a special stock dividend on each outstanding share of Occidental common stock outstanding at the close of business on the Record Date. Following completion of the distribution, Occidental held no shares of California Resources common stock. Additional information about the distribution can be found in an information statement filed by Occidental with the Securities and Exchange Commission in a Current Report on Form 8-K on March 2, 2016. A full-text copy of the regulatory filing is available at: https://is.gd/9MFElU About California Resources California Resources Corporation is an independent oil and natural gas exploration and production company operating properties exclusively within the State of California. The Company was incorporated in Delaware as a wholly-owned subsidiary of Occidental on April 23, 2014, and remained a wholly-owned subsidiary of Occidental until the Spin-off. On Nov. 30, 2014, Occidental distributed shares of the Company's common stock on a pro rata basis to Occidental stockholders and the Company became an independent, publicly traded company, referred to in the annual report as the Spin-off. Occidental retained approximately 18.5% of the Company's outstanding shares of common stock which it has stated it intends to divest on March 24, 2016. The Company reported a net loss of $3.55 billion in 2015 following a net loss of $1.43 billion in 2014. As of Sept. 30, 2016, California Resources had $6.33 billion in total assets, $6.82 billion in total liabilities and a total deficit of $493 million. * * * In September 2016, S&P Global Ratings raised its corporate credit rating on California Resources to 'CCC+' from 'SD'. "We raised the corporate credit rating on CRC to reflect our reassessment of its credit profile following the tender for its senior unsecured notes," said S&P Global Ratings credit analyst Paul Harvey. "The rating reflects our expectation that debt leverage will remain at what we consider unsustainable levels over the next 24 months despite the net-debt reduction of about $625 million from the tender," he added. In August 2016, Moody's Investors Service downgraded California Resources' Corporate Family Rating to 'Caa2' from 'Caa1' and Probability of Default Rating to 'Caa2-PD' from 'Caa1-PD'. CALRISSIAN LP: Case Summary & 6 Unsecured Creditors --------------------------------------------------- Debtor: Calrissian LP 1201 Howard Avenue, 3rd Floor Burlingame, CA 94010 Case No.: 17-10356 Chapter 11 Petition Date: February 15, 2017 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtor's General Bankruptcy Counsel: BAKER BOTTS L.L.P. Debtor's Bankruptcy Co-Counsel: Robert J. Dehney, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market Street P O. Box 1347 Wilmington, DE 19899-1347 Tel: (302) 658-9200 Fax: (302) 658-3989 E-mail: rdehney@mnat.com - and - Tamara K. Minott, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 North Market Street PO BOX 1347 Wilmington, DE 19866 Tel: 302-658-9200 Fax: 302-658-3989 E-mail: tminott@mnat.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $50 million to $100 million The petition was signed by Jesse Watson, manager, Virgo Services Company, general partner of the Debtor. A copy of the Debtor's list of six unsecured creditors is available for free at http://bankrupt.com/misc/deb17-10356.pdf CENGAGE LEARNING: Moody's Lowers Corporate Family Rating to B3 -------------------------------------------------------------- Moody's Investors Service downgraded Cengage Learning, Inc.'s Corporate Family Rating (CFR) to B3 from B2 and Probability of Default Rating to B3-PD from B2-PD. Moody's also downgraded the Senior Secured Term Loan to B2 (LGD3) from B1 (LGD3) and the Senior Unsecured Notes to Caa2 (LGD5) from Caa1(LGD5). The outlook remains stable. The action reflects underperformance of Cengage's business relative to expectations and continued secular challenges in the higher education market. The following rating actions were taken: Ratings Downgraded: Corporate Family Rating, downgraded to B3 from B2 Probability of Default Rating to B3-PD, from B2-PD -- $1,710 million Senior Secured Term Loan due 2023: to B2, LGD3 from B1, LGD3 -- $620 million Senior Unsecured Notes due 2024; to Caa2, LGD5 from Caa1, LGD5 Outlook Action: -- Outlook is Stable RATINGS RATIONALE Cengage's ratings downgrade reflects Moody's expectation for low single digit percentage declines in enrollment levels for U.S. institutions of higher education, increased competition among leading players as well as rental and used markets, and increased competitive risk arising from open educational resources. Ratings reflect the company's high leverage of 6.6x debt-to-cash EBITDA (including Moody's standard adjustments and cash pre-publication costs as an expense) for LTM ending December 31, 2016 and weak free cash flow to debt of low single digits. Moody's expects leverage to remain above 6x over the next 12-18 months, as Moody's expects that larger front list in 2017 and stabilization in channel de-stocking will not be sufficient to offset losses stemming from the secular trends in the higher education industry. The company generated $376 million in cash EBITDA for LTM period through December 31, 2016, a 19% decline from $460 million in cash EBITDA during FY 2016 (including Moody's standard adjustments and cash pre-publication costs as an expense). Free cash flow has also weakened materially to $71 million from $151 million, with cash balance remaining strong at $394.6 million. The company has been successful at implementing its cost-saving strategy, and is on track to achieve approximately $35mm in savings for FY 2017 ending in March. Nevertheless, if revenue declines continue, Cengage may need to reduce costs further, while maintaining market share in an increasingly competitive environment. Moody's remains concerned over the company's financial policy, as management has returned approximately $300 million in cash to shareholders over the past 12 months, and there is an additional $110 million available for equity repurchases. In addition, the company's board authorized up to $100 million for repurchase of existing bonds in the market, which if exercised may provide some progress towards de-levering. Ratings could be downgraded if market conditions or competitive pressures lead to Cengage being unable to improve its revenue or EBITDA expectations resulting in debt-to-cash EBITDA increasing above 7x (including Moody's standard adjustments and cash prepublication costs as an expense) over the next 12 months. Ratings could also be downgraded if additional debt funded distributions lead to increased leverage or if liquidity were to weaken due to significant revolver usage or free cash flow-to-debt falling below low-single digit percentages. Given the secular trends within the higher education market and substantial leverage resulting from recent channel volatility, an upgrade is unlikely in the near term. Over the longer term, stabilization in U.S. enrollment levels and a stronger competitive position against peers, rental and used providers, and open educational resources could position the company for an upgrade. This would also require that the company demonstrate revenue stabilization and EBITDA growth resulting in debt-to-cash EBITDA being sustained comfortably below 5x, and free cash flow to debt in the high single digits. Maintaining good liquidity will also be necessary. The principal methodology used in these ratings was Global Publishing Industry published in December 2011. Cengage Learning, Inc. ("Cengage") is a provider of learning solutions, software and educational services for the higher education, research, school, career, professional, and international markets. Cengage publishes college textbooks and reference materials, and supplements its print publications with digital solutions. The company emerged from Chapter 11 bankruptcy protection in March 2014 with reduced debt levels. Large shareholders currently include Apax Partners, KKR and Searchlight Capital as well as other creditors who became shareholders upon exit. Revenue for the last twelve months ended September 30, 2016 totaled $1.5 billion. CHRIST'S HOUSEHOLD: Wants to Continue Using Cash Until May 31 ------------------------------------------------------------- Christ's Household of Faith, Inc., asks the U.S. Bankruptcy Court for the District of Minnesota for authorization to continue using cash collateral through May 31, 2017. The Court had previously authorized the Debtor to use cash collateral through February 28, 2017. The Debtor's primary prepetiton financing consists of a series of loans made by M&I Marshall & Ilsley Bank, which later became BMO Harris, N.A., to the Debtor beginning in 2004. The Debtor granted to M&I Bank mortgages and assignments of rents on the commercial property it owns in St. Paul, as well as on the 29 residential properties it owns in St. Paul. M&I Bank was also granted security interests in the Debtor's existing and after-acquired inventory, equipment, accounts and other rights to payment and intangibles, among others. The Prepetition Financing with M&I Bank is secured by certain real and personal property collateral that was pledged by related non-debtor entities, in addition to the Prepetition Collateral pledged by the Debtor. The Debtor later received notice that the loan documents were sold to LSREF2 Cobalt, LLC, and later transferred to LSREF2 Cobalt Trust 2013, and then to LSREF2 Cobalt (MN), LLC, collectively known as Cobalt. Cobalt commenced three separate actions in state court to foreclose on the collateral securing the loans, which included the Debtor's commercial property and 29 residential properties owned by the Debtor that are the homes of Community members. The Debtor contends that despite extensive prepetition negotiation efforts, the Debtor and Cobalt were unable to achieve a consensual resolution. The Debtor further contends that it has continued to negotiate with Cobalt postpetition, and the Debtor believes that a resolution with Cobalt has been reached, as outlined in its plan of reorganization. Cobalt asserts that as of April 6, 2016, the outstanding amount owed by the Debtor for the Prepetition Financing totaled $12,688,204.39. Cobalt also asserts that it may be entitled to additional postpetition interest, costs, charges, and other fees, including attorney's fees. The Debtor tells the Court that it owns other real property separate from the Real Property Collateral. The Debtor further tells the Court that it has granted Maple Bank a mortgage on two parcels of real property, and has granted to MidWestOne Bank a mortgage on one other parcel of real property. The Debtor says that the properties subject to the Maple Bank and MidWestOne Bank mortgages do not generate revenue. The Debtor further says that it does not believe that either Maple Bank or MidWestOne Bank holds an interest in cash collateral. The Debtor relates that it needs the cash collateral to pay for expenses critical to the maintenance and preservation of a commercial property that is among the secured lender's real property collateral. The Debtor further relates that the cash collateral is expected to consist mainly of rental income from leases of the commercial property. The Debtor's proposed Budget covers the period Feb. 25, 2017 through June 2, 2017, and provides for total disbursements in the amount of approximately $108,873. The Debtor tells the Court that its other expenses – including certain expenses related to supporting the approximately 470 members, including more than 200 children, who comprise the apostolic faith community operated by the Debtor, as well as certain expenses related to the commercial property that the Debtor does not seek to pay using cash collateral – will be paid through funds advanced by related non-debtor entities. The Debtor asserts that Cobalt will be adequately protected with respect to the Debtor's limited use of cash collateral, including through the stable or appreciating value of its collateral, a postpetition replacement lien, use of the cash to preserve Cobalt's collateral, and reporting by the Debtor. The Debtor's Motion is scheduled for hearing on February 22, 2017 at 9:00 a.m. The deadline for the filing of objections to the Debtor's Motion is set on February 17, 2017. A full-text copy of the Debtor's Motion, dated February 8, 2017, is available at http://bankrupt.com/misc/ChristsHousehold2015_1534301_155.pdf LSREF2 Cobalt (MN), LLC is represented by: Steven W. Meyer, Esq. David B. Galle, Esq. Joseph E. Winandy, Esq. FOX ROTHSCHILD LLP E-mail: smeyer@foxrothschild.com dgalle@foxrothschild.com jwinandy@foxrothschild.com LSREF2 Cobalt, LLC can be reached at: LSREF2 COBALT, LLC ATTN: Officer of Managing, General, or Appointed Agent 211 N Haskell Ave, Ste 1700 Dallas, TX 75204 About Christ's Household of Faith Christ's Household of Faith, a St. Paul, Minnesota, religious sect, is a community of nearly 500 members, including 200 children, who divest their assets, live rent-free in houses owned by the church and work unpaid for its businesses. It owns 32 residential properties, 11 businesses, a church and a school has filed for Chapter 11 bankruptcy, sparking concern among church members, neighborhood residents and housing advocates. Christ's Household of Faith, Inc. filed Chapter 11 bankruptcy petition (Bankr. D. Minn. Case No. 15-34301) on Dec. 4, 2015. The petition was signed by Mark R. Alleman, chief financial officer/treasurer. Judge Gregory F Kishel has been assigned the case. The Debtor disclosed estimated assets of $10 million to $50 million and estimated debts of $10 million to $50 million. The Debtor has engaged Ryan Murphy, Esq., at Fredrikson & Byron PA as counsel. CIENA CORP: Egan-Jones Hikes Sr. Unsec. Debt Ratings to BB- ----------------------------------------------------------- Egan-Jones Ratings, on Jan. 26, 2017, raised the senior unsecured ratings on debt issued by Ciena Corp. to BB- from B+. Ciena Corporation is a United States-based global supplier of telecommunications networking equipment, software and services that support the delivery and transport of voice, video and data service. CITYGOLF: Amends Plan to Provide More Info on Injunction Provisions ------------------------------------------------------------------- CityGolf/Boston, LLC, on Feb. 7 filed with the U.S. Bankruptcy Court for the District of Massachusetts a disclosure statement, which explains its latest plan to exit Chapter 11 protection. The document provides additional information regarding an injunction contained in the plan against any person (corporate or natural) or against that person's assignee with an allowed claim being paid under the plan from interfering with CityGolf's ability to perform. According to the disclosure statement, the provision includes a prohibition against commencing or continuing actions against corporate officers or insiders, including personal guaranty. In particular, creditors will be enjoined from commencing or continuing personal actions against Gary Parker, the company's manager. Mr. Parker gave personal guaranty of various debts, including but not necessarily limited to Downtown Development, for debts owed by CityGolf. The plan also provides for payment in full, albeit over time, of Downtown Development's administrative claim and for payment of its pre-bankruptcy claim in a manner that does not discriminate against other general unsecured claims, according to the latest disclosure statement. A copy of the amended disclosure statement is available for free at: https://is.gd/BfX5Og About CityGolf/Boston CityGolf/Boston, LLC, is a Massachusetts limited liability corporation. Founded in 1997, CityGolf is an indoor practice facility with, on the petition date, two locations in the heart of downtown Boston. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 15-12578) on June 30, 2015, estimating its assets and liabilities at up to $50,000 each. David G. Baker, Esq., serves as the Debtor's bankruptcy counsel. CLARK-CUTLER-MCDERMOTT: Unsecureds to Recoup 20%-367.8% Under Plan ------------------------------------------------------------------ Clark-Cutler-McDermott Company, et al., filed with the U.S. Bankruptcy Court for the District of Massachusetts a disclosure statement for their modified joint chapter 11 plan of liquidation, dated Feb. 10, 2017. This latest liquidating plan states that the Debtors entered into a "Global Settlement" with the Official Committee of Unsecured Creditors and General Motors LLC. The Global Settlement contemplates: (a) the substantive consolidation or merger of the Debtors and certain non-Debtor affiliates; (b) an orderly liquidation of assets via a newly created Liquidating Trust; and (c) a consensual "waterfall" of distributions to creditors. Under this waterfall methodology, creditor recoveries will improve to the extent that the Liquidating Trustee is successful in selling assets at higher prices. The Debtors estimate that, as of the Effective Date, the Liquidating Trust will consist of assets with a recoverable value of approximately $13.6 million, including Cash in the approximate amount of $5 million for distribution to holders of Allowed Claims. Under the latest plan, each holder of an allowed Class 4 (General Unsecured Claims) claim will receive a beneficial interest in the Liquidating Trust entitling it to periodic Cash distributions under the Global Settlement. Estimated recovery for this class is 20%-367.8%. This class is impaired. Class 2 (GM Secured Claim) in the estimated allowed amount of $7,500,000, is expected to recover 80% of the allowed amount. Class 5 (GM General Unsecured Claim) in the estimated allowed amount of $39,000,000 is expected to recover 0% of the allowed amount. On the Effective Date, the Liquidating Trust shall be created in accordance with the Liquidating Trust Agreement and funded by the Debtors' transfer to the Liquidating Trust of the Liquidating Trust Assets. The Liquidating Trust shall be a newly-formed trust with no prior assets or liabilities. The Liquidating Trustee shall serve as the trustee of the Liquidating Trust. The distributions contemplated under the Plan will be derived from the Debtors' Cash (including proceeds of the Sales) and proceeds of any remaining assets, including Causes of Action. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/mab16-14993-94.pdf About Clark-Cutler-McDermott Company Automobile parts manufacturer Clark-Cutler-McDermott Company and its subsidiary CCM Automotive Lafayette LLC filed chapter 11 petitions (Bankr. D. Mass. Lead Case No. 16-41188) on July 7, 2016. The petitions were signed by James T. McDermott, CEO. Hon. Christopher J. Panos presides over the case. The Debtors are represented by Charles A. Dale, III, Esq., David Mawhinney, Esq., and Mackenzie Shea, Esq., at K&L Gates LLP. The Debtors each estimated assets of $10 million to $50 million and debt of $10 million to $50 million at the time of the chapter 11 filings. CLARKE PROJECT: Court Allows Cash Collateral Use on Interim Basis ----------------------------------------------------------------- Judge Theodor C. Albert of the U.S. Bankruptcy Court for the Central District of California authorized Clarke Project Solutions, Inc., to use cash collateral on an interim basis. The Debtor was directed to provide to Cumming Construction Management, Inc. monthly operating reports required to be submitted to the Office of the United States Trustee, and monthly Budget reports comparing the budgeted line items to actual collections and expenses, within 25 days after the end of each month after the Petition Date. A further hearing on the use of cash collateral on a final basis through May 31, 2017, is scheduled on March 22, 2017 at 10:00 a.m. The deadline for the filing of any additional pleadings by the Debtor or pleadings by way of Reply to any Opposition to the Motion on behalf of the Debtor or on behalf of any party in interest is set on March 15, 2017. A full-text copy of the Order, dated Feb. 8, 2017, is available at http://bankrupt.com/misc/ClarkeProject2017_817bk10402ta_33.pdf About Clarke Project Solutions Clarke Project Solutions, Inc., f/k/a Cumming Clarke, based in Mission Viejo, California, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-10402) on Feb. 2, 2017. The petition was signed by Chris Clarke, president. The Debtor is represented by Pamela Jan Zylstra, Esq., at Pamela Jan Zylstra: A Professional Corporation. The case is assigned to Judge Theodor Albert. The Debtor estimated assets at $1 million to $10 million, and liabilities at $500,000 to $1 million at the time of the filing. The Debtor has hired Dale K. Quinlain, Esq., at Quinlan Law Corporation as special litigation counsel. CLEARWATER PAPER: Moody's Affirms Ba2 Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service affirmed Clearwater Paper Corporation's Ba2 corporate family rating (CFR) and Ba2-PD probability of default rating, downgraded the senior unsecured notes rating to Ba3 from Ba2 and lowered the speculative-grade liquidity rating to SGL-3 (adequate liquidity) from SGL-2 (good liquidity). The outlook remains stable. "The unsecured notes were downgraded because secured revolver has been upsized" said Ed Sustar, Senior Vice President with Moody's. "The liquidity rating was lowered as the company will further draw on its revolver to fund a tissue expansion project", added Sustar. Ratings Downgraded: Issuer: Clearwater Paper Corporation -- $275M Senior Unsecured Notes due 2023, Downgraded to Ba3 (LGD4) from Ba2 (LGD4) -- $300M Senior Unsecured Notes due 2025, Downgraded to Ba3 (LGD4) from Ba2 (LGD4) -- Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-2 Outlook Actions: Issuer: Clearwater Paper Corporation -- Outlook, Remains Stable Affirmations: Issuer: Clearwater Paper Corporation -- Probability of Default Rating, Affirmed Ba2-PD -- Corporate Family Rating, Affirmed Ba2 RATINGS RATIONALE Clearwater Paper Corporation's Ba2 corporate family rating reflects strong North American market positions in the relatively stable demand segments of private label tissue and high-end consumer paper packaging, with expected adjusted leverage of about 4x over the next 12 months as the company completes a new pulp digester and builds a new tissue facility. The rating also reflects the company's adequate liquidity and vulnerability to larger and financially stronger tissue and paper packaging producers. The Ba3 rating on the company's $575 million senior unsecured notes are a notch below the CFR because they rank behind the $300 million secured revolving credit facility (unrated). Clearwater has adequate liquidity (SGL-3). The company has about $180 million in liquidity sources to fund about $80 million of uses in 2017. Sources are $23 million of cash (December 2016) and availability of about $160 million under the company's new $300 million revolving credit facility that matures in October 2021. Uses are $80 million of negative free cash flow in 2017, with no debt maturities. The company will rely on its credit facility to fund higher than normal near term capital expenditures related to the completion of the company's $160 million continuous pulp digester at the Lewiston, Idaho mill and start construction of a $340 million tissue paper machine, related converting and warehousing in Shelby, North Carolina. The revolving credit facility contains a leverage covenant (Debt to EBITDA less than 4x) that Moody's expects will have only a modest cushion. Clearwater has no near term debt maturities, and its core debt (senior unsecured notes) does not mature until 2023 and 2025. The stable outlook reflects Moody's expectation that Clearwater's leverage will peak in 2017 around 4x and then trend down towards 3.6x in 2018 as higher EBITDA from prior operational improvements will offset lower product prices and higher debt used to fund the tissue expansion, which is not expected to produce any EBITDA until 2019. Moody's sees both bleached paperboard and tissue prices decreasing, given supply-side pressures on operating rates. Factors that Could Lead to an Upgrade -- (RCF-CapEx)/Adjusted Debt exceeds 10% (6% as of September 2016) on a sustained basis -- Debt to Adjusted EBITDA be sustained between 2.5 - 3.0x (2.8x as of September 2016) -- The company's liquidity position improves Factors that Could Lead to a Downgrade -- The company's liquidity position deteriorates -- Debt to Adjusted EBITDA exceeds 4x (2.8x as of September 2016) for a sustained period of time The principal methodology used in these ratings was Global Paper and Forest Products Industry published in October 2013. Headquartered in Spokane Washington, Clearwater is a leading North American producer of private label tissue products (approximately 48% of EBITDA) and bleached paperboard (52%) with sales of about $1.7 billion. CLIFFS NATURAL: George Connell Ceases to be 5% Shareholder ---------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, George W. Connell reported that as of Feb. 1, 2017, he has ceased to be the beneficial owner of more than 5 percent of shares of common stock of Cliffs Natural Resources, Inc. A full-text copy of the regulatory filing is available for free at: https://is.gd/qaw84V About Cliffs Natural Resources Cliffs Natural Resources Inc. -- http://www.cliffsnaturalresources.com/-- is a mining and natural resources company. The Company is a major supplier of iron ore pellets to the U.S. steel industry from its mines and pellet plants located in Michigan and Minnesota. Cliffs also produces low-volatile metallurgical coal in the U.S. from its mines located in West Virginia and Alabama. Additionally, Cliffs operates an iron ore mining complex in Western Australia and owns two non-operating iron ore mines in Eastern Canada. Driven by the core values of social, environmental and capital stewardship, Cliffs' employees endeavor to provide all stakeholders operating and financial transparency. On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of its affiliates, including Cliffs Quebec Iron Mining ULC commenced restructuring proceedings in Montreal, Quebec, under the Companies' Creditors Arrangement Act (Canada). The initial CCAA order will address the Bloom Lake Group's immediate liquidity issues and permit the Bloom Lake Group to preserve and protect its assets for the benefit of all stakeholders while restructuring and sale options are explored. Cliffs Natural reported a net loss attributable to Cliffs common shareholders of $788 million on $2.01 billion of revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to Cliffs common shareholders of $7.27 billion on $3.37 billion of revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Cliffs Natural had $1.77 billion in total assets, $3.17 billion in total liabilities and a $1.40 billion total deficit. * * * As reported by the TCR on Feb. 14, 2017, Moody's Investors Service upgraded Cliffs Natural Resources Inc.'s Corporate Family Rating (CFR) and Probability of Default Rating to B2 and B2-PD from Caa1 and Caa1-PD, respectively, and assigned a B3 rating to the new senior unsecured guaranteed notes. The upgrade follows the company's announcement of a $500 million senior unsecured guaranteed note issuance and an approximate $590 million equity issuance. In February 2017, S&P Global Ratings said it raised its long-term corporate credit rating on Cliffs Natural Resources Inc. to 'B' from 'CCC+' after the company announced a $591 million equity issuance and the tender offer for high-cost debt. The outlook is stable. CLIFFS NATURAL: State Street Holds 3.47% Stake as of Dec. 31 ------------------------------------------------------------ In an amended Schedule 13G filed with the Securities and Exchange Commission, State Street Corporation disclosed that as of Dec. 31, 2016, it beneficially owns 8,008,642 shares of common stock of Cliffs Natural Resources Inc. representing 3.47 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/qeGOBN About Cliffs Natural Resources Cliffs Natural Resources Inc. -- http://www.cliffsnaturalresources.com/-- is a mining and natural resources company. The Company is a major supplier of iron ore pellets to the U.S. steel industry from its mines and pellet plants located in Michigan and Minnesota. Cliffs also produces low-volatile metallurgical coal in the U.S. from its mines located in West Virginia and Alabama. Additionally, Cliffs operates an iron ore mining complex in Western Australia and owns two non-operating iron ore mines in Eastern Canada. Driven by the core values of social, environmental and capital stewardship, Cliffs' employees endeavor to provide all stakeholders operating and financial transparency. On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of its affiliates, including Cliffs Quebec Iron Mining ULC commenced restructuring proceedings in Montreal, Quebec, under the Companies' Creditors Arrangement Act (Canada). The initial CCAA order will address the Bloom Lake Group's immediate liquidity issues and permit the Bloom Lake Group to preserve and protect its assets for the benefit of all stakeholders while restructuring and sale options are explored. Cliffs Natural reported a net loss attributable to Cliffs common shareholders of $788 million on $2.01 billion of revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to Cliffs common shareholders of $7.27 billion on $3.37 billion of revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Cliffs Natural had $1.77 billion in total assets, $3.17 billion in total liabilities and a $1.40 billion total deficit. * * * As reported by the TCR on Feb. 14, 2017, Moody's Investors Service upgraded Cliffs Natural Resources Inc.'s Corporate Family Rating (CFR) and Probability of Default Rating to B2 and B2-PD from Caa1 and Caa1-PD, respectively, and assigned a B3 rating to the new senior unsecured guaranteed notes. The upgrade follows the company's announcement of a $500 million senior unsecured guaranteed note issuance and an approximate $590 million equity issuance. In February 2017, S&P Global Ratings said it raised its long-term corporate credit rating on Cliffs Natural Resources Inc. to 'B' from 'CCC+' after the company announced a $591 million equity issuance and the tender offer for high-cost debt. The outlook is stable. CLIFFS NATURAL: Vanguard Group Has 7.25% Stake as of Dec. 31 ------------------------------------------------------------ In an amended Schedule 13G filed with the Securities and Exchange Commission, The Vanguard Group disclosed that as of Dec. 31, 2016, it beneficially owns 16,724,462 shares of common stock of Cliffs Natural Resources representing 7.25 percent of the shares outstanding. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 249,823 shares or .10% of the Common Stock outstanding of the Company as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 24,617 shares or .01% of the Common Stock outstanding of the Company as a result of its serving as investment manager of Australian investment offerings. A full-text copy of the regulatory filing is available at: https://is.gd/QmPPnD About Cliffs Natural Resources Cliffs Natural Resources Inc. -- http://www.cliffsnaturalresources.com/-- is a mining and natural resources company. The Company is a major supplier of iron ore pellets to the U.S. steel industry from its mines and pellet plants located in Michigan and Minnesota. Cliffs also produces low-volatile metallurgical coal in the U.S. from its mines located in West Virginia and Alabama. Additionally, Cliffs operates an iron ore mining complex in Western Australia and owns two non-operating iron ore mines in Eastern Canada. Driven by the core values of social, environmental and capital stewardship, Cliffs' employees endeavor to provide all stakeholders operating and financial transparency. On Jan. 27, 2015, Bloom Lake General Partner Limited and certain of its affiliates, including Cliffs Quebec Iron Mining ULC commenced restructuring proceedings in Montreal, Quebec, under the Companies' Creditors Arrangement Act (Canada). The initial CCAA order will address the Bloom Lake Group's immediate liquidity issues and permit the Bloom Lake Group to preserve and protect its assets for the benefit of all stakeholders while restructuring and sale options are explored. Cliffs Natural reported a net loss attributable to Cliffs common shareholders of $788 million on $2.01 billion of revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to Cliffs common shareholders of $7.27 billion on $3.37 billion of revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Cliffs Natural had $1.77 billion in total assets, $3.17 billion in total liabilities and a $1.40 billion total deficit. * * * As reported by the TCR on Feb. 14, 2017, Moody's Investors Service upgraded Cliffs Natural Resources Inc.'s Corporate Family Rating (CFR) and Probability of Default Rating to B2 and B2-PD from Caa1 and Caa1-PD, respectively, and assigned a B3 rating to the new senior unsecured guaranteed notes. The upgrade follows the company's announcement of a $500 million senior unsecured guaranteed note issuance and an approximate $590 million equity issuance. In February 2017, S&P Global Ratings said it raised its long-term corporate credit rating on Cliffs Natural Resources Inc. to 'B' from 'CCC+' after the company announced a $591 million equity issuance and the tender offer for high-cost debt. The outlook is stable. COBALT INT'L: Vanguard Group Reports 6.6% Stake as of Dec. 31 ------------------------------------------------------------- The Vanguard Group disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2016, it beneficially owns 27,800,348 shares of common stock of Cobalt International Energy Inc. representing 6.66 percent of the shares outstanding. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 441,623 shares or .10% of the Common Stock outstanding of the Company as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 34,900 shares or .00% of the Common Stock outstanding of the Company as a result of its serving as investment manager of Australian investment offerings. A full-text copy of the regulatory filing is available at: https://is.gd/BeDNIB About Cobalt Cobalt International Energy, Inc., is an independent exploration and production company with operations currently focused in the deepwater U.S. Gulf of Mexico. In January 2016, the Company achieved initial production of oil and gas from the Heidelberg field. The Company's exploration efforts in the U.S. Gulf of Mexico have resulted in four oil and gas discoveries including the North Platte, Shenandoah, Anchor, and Heidelberg fields, each of which are in various stages of appraisal and development. The Company also has a non-operated interest in the Diaba Block offshore Gabon. The Company reported a net loss of $694.4 million in 2015, a net loss of $510.8 million in 2014 and a net loss of $589 million in 2013. As of Sept. 30, 2016, Cobalt had $3.68 billion in total assets, $2.70 billion in total liabilities and $983.8 million in total stockholders' equity. * * * S&P Global Ratings lowered its unsolicited corporate credit rating on U.S.-based oil and gas exploration and production (E&P) company Cobalt International Energy to 'D' from 'CC', as reported by the TCR on Dec. 14, 2016. COBALT INTERNATIONAL: Hotchkis and Wiley Reports 15% Equity Stake ----------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Hotchkis and Wiley Capital Management, LLC disclosed that as of Dec. 31, 2016, it beneficially owns 62,894,088 shares of common stock of Cobalt International Energy, Inc., representing 15.07 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/3QSGL0 About Cobalt Cobalt International Energy, Inc., is an independent exploration and production company with operations currently focused in the deepwater U.S. Gulf of Mexico. In January 2016, the Company achieved initial production of oil and gas from the Heidelberg field. The Company's exploration efforts in the U.S. Gulf of Mexico have resulted in four oil and gas discoveries including the North Platte, Shenandoah, Anchor, and Heidelberg fields, each of which are in various stages of appraisal and development. The Company also has a non-operated interest in the Diaba Block offshore Gabon. The Company reported a net loss of $694.4 million in 2015, a net loss of $510.8 million in 2014 and a net loss of $589 million in 2013. As of Sept. 30, 2016, Cobalt had $3.68 billion in total assets, $2.70 billion in total liabilities and $983.8 million in total stockholders' equity. * * * S&P Global Ratings lowered its unsolicited corporate credit rating on U.S.-based oil and gas exploration and production (E&P) company Cobalt International Energy to 'D' from 'CC', as reported by the TCR on Dec. 14, 2016. CONFIRMATRIX LABORATORY: Needs Until July 2 to File Chapter 11 Plan ------------------------------------------------------------------- Confirmatrix Laboratory, Inc. requests the U.S. Bankruptcy Court for the Northern District of Georgia to extend by 120 days the Debtor's exclusive periods to file a plan and solicit acceptances to such plan, to July 2, 2017 and October 30, 2017, respectively. The Debtor relates that since the Petition Date, it has been restructuring its business to reduce and refocus the level and nature of toxicology services it provides and to increase the blood testing side of the business. This change is due to unanticipated changes in the Medicare law relating to lab services reimbursements. As such, the Debtor, with the Court's approval, has been selling assets and equipment relate to the toxicology side of its business, as part of this restructuring process. Among other things, the Debtor contends that it has made several developments in its case: (a) The Debtor has successfully satisfied in full SunTrust Equipment Finance & Leasing Corp.'s claim which, as of Petition Date, was approximately $365,599. (b) The Debtor has also reduced SunTrust Bank's $4 million principal line of credit claim by approximately $1.5 million. (c) The Debtor continues to actively market its excess assets for sale and reasonably expects additional sale and subsequent reduction in the amount owed to SunTrust. (d) The Debtor has also taken steps to increase its revenue by retaining a collection company, NYX Health Recovery Services, LLC to pursue aged accounts receivable, which are expected to start coming at the end of February 2017 and beginning of March 2017. NYX Health Recovery has projected that recoveries over the next 12 months could exceed $4 million. (e) Contemporaneously with its Exclusivity Motion, the Debtor has also filed a motion to set a bar date promptly with a proposed bar date before the expiration of the requested extension. The Debtor contends that all of these ongoing activities will provide the Debtor with a clearer picture as to the universe of its secured and unsecured claims and available restructuring routes. However, the Debtor further contends that it needs the extension to allow sufficient time to pass to see the actual results of these changes because these changes have only recently been implemented. About Confirmatrix Laboratory Confirmatrix Laboratory, Inc. is a laboratory business focused on toxicology and blood testing. The Debtor's principal place of business is located at 1770 Cedars Road, Suite 200, Lawrenceville, Gwinnett County, GA 30045. Confirmatrix Laboratory, Inc., based in Lawrenceville, GA, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-69934) on November 4, 2016. The petition was signed by Ann B. Durham, CEO. William J. Boone, Esq., at James Bates Brannan Groover, LLP, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Debtor employs Marvin H. Willis and Smith & Howard, P.C. as its accountant. COOPER INC: Sedgwick County's Bid for Relief From Stay Granted -------------------------------------------------------------- Judge Dale L. Somers of the United States Bankruptcy Court for the District of Kansas granted Sedgwick County's motion for relief from the automatic stay imposed in the Chapter 11 case of Cooper, Inc. Prior to the filing of the Debtor's voluntary Chapter 11 petition on July 5, 2016, the Board of County Commissioners of Sedgwick County, Kansas, commenced a tax lien foreclosure case in the Sedgwick County District Court in which it sought to sell a parcel of land owned by Cooper. After a judgment was entered and the property was sold, but before the sale was confirmed or the deed was issued, Cooper filed a motion to set aside the sale. After a hearing at which the district court orally denied the motion, Cooper filed its petition in the bankruptcy court. Sedgwick County moved for relief from stay to allow the Sedgwick County District Court to enter a proposed "Journal Entry Denying Defendant Cooper, Inc.'s Motion to Set Aside Default Judgment and Sheriff's Sale as to Parcel No. 161," and order the disbursement of the sale proceeds. Judge Somers granted the County's motion for relief from stay because when the bankruptcy petition was filed, Cooper's interest in the property was not sufficient to warrant stay protection. The judge found that on the date of filing, Cooper's right to redeem the property had expired. Because Cooper's interest in the property was limited to bare legal title and possession subject to the rights of the purchaser at the foreclosure sale, the judge found that cause for relief from stay under section 362(d)(1) exists. A full-text copy of Judge Feeney's February 3, 2017 memorandum is available at: http://bankrupt.com/misc/ksb16-11235-68.pdf About Cooper, Inc. Cooper, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.Kan. Case No. 16-11235) on July 5, 2016. Michael J. Studtmann, Esq., at Law Offices of Michael Studtmann as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. The Debtor tapped Benjamin E. Wilson of Adams, Brown, Beran & Ball, as accountant. CORWIN PLACE: Chapter 11 Plan Filed, Disclosure Hearing on March 7 ------------------------------------------------------------------ Judge Patrick M. Flatley of the U.S. Bankruptcy Court for the Northern District of West Virginia denied Corwin Place, LLC's Motion to Extend Exclusivity Period for Filing a Chapter 11 Plan and Disclosure Statement as moot. Early in February, the Debtor delivered to the Court a Chapter 11 Small Business Plan and Disclosure Statement. On Feb. 13, the Court entered an order to reschedule for March 7, 2017, at 10:00 a.m. the hearing to approve the Disclosure Statement. Objections to the adequacy of the Disclosure Statement are due March 3. The Troubled Company Reporter had earlier reported that the Debtor asked the Court to extend its exclusive period to February 13, 2017, as it was still attempting to procure buyers for its real estate. The Debtor related that it had negotiated a letter of intent with a potential purchaser conditioned on the repair of a defect of the property. The Debtor also related that Premier Bank had recently filed a Motion for Relief from Stay regarding the Debtor's real property, and that the resolution of that Motion will materially affect the Debtor's Plan of Reorganization. About Corwin Place, LLC 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 24, 2016, the Hon. Thomas P Agresti transferred the venue of the case to Northern District of West Virginia (Bankr. N.D. W.Va. Case No. 16-00750). The PAWB bankruptcy case was closed on July 27, 2016. The Hon. Patrick M Flatley of the Northern District of West Virginia presides over the case. The Debtor is represented by Robert O. Lampl, Esq., at Robert O Lampl, Attorney at Law. The Debtor estimated assets and liabilities at $500,001 to $1 million at the time of the filing. CUSTOM SOFTWARE: Hires Warner Norcross & Judd as Attorneys ---------------------------------------------------------- Custom Software, Inc., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Warner Norcross & Judd LLP as attorneys under general retainer. The Debtors require WNJ to: a. present applications and proposed orders to be submitted to the Court; b. identify and prosecute claims and causes of action assertable by the Debtors on behalf of the estate herein; c. advise the Debtors and prepare documents in connection with the reorganization of the estate, including analysis and collection of outstanding receivables; d. assist and advise the Debtors in performing its other official functions as set forth in Section 1107 of the Bankruptcy Cide e. assist in obtaining credit, negotiation of sale of assets, arrange adequate protection, and negotiate a plan of reorganization; f. review and investigate records and research law on various issues; and g. other service necessary and reasonable for an effective administration of the estate. The Debtors will compensate WNJ at $400 per hour. Rozanne M. Giunta, Esq., partner in the law firm of Warner Norcross & Judd LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. WNJ be reached at: Rozanne M. Giunta, Esq. Warner Norcross & Judd LLP 715 E. Main Street, Suite 110 Midland, MI 48640 Tel: (989)698-3758 E-mail: rguinta@wnj.com About Custom Software Custom Software, Inc. -- dba M33 Access, TWD Communications, Net4Kids.com, Inc. -- based in Rose City, Mich., filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 16-20173) on February 5, 2016, listing $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Daniel S. Opperman presides over the case. Rozanne M. Giunta, Esq., at LAMBERT LESER, ATTORNEYS AT LAW, serves as counsel to the Debtor. The petition was signed by Glenn A. Wilson Sr., president. DAKOTA PLAINS: Court Approves PSA with World Fuel Services ---------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court approved Dakota Plains Holdings' assumption of a plan support agreement (PSA). As previously reported, "The PSA is the product of extensive, arm's-length, good faith negotiations between the Debtors and World Fuel Services WFS. The following is a summary of the key terms of the PSA: The Debtors agree and stipulate that WFS shall be entitled to an allowed, general unsecured, non-priority and liquidated claim in the amount of $15,000,000 against the Debtors' collective estates, without offset, objection, defense or counterclaim, the 'Settled Claim'. Specifically, the PSA resolves multiple claims between the Debtors and the WFS Entities, which will eliminate significant costs of the Debtors' estates. It also guarantees support of its sale process by one of the Debtors' largest creditors. As a result, the Debtors' efforts will be focused on a successful sale process and maximizing value for their creditors instead of costly litigation over competing claims with the WFS Entities. Finally, assumption of the PSA will not create any new claims against the estate. It will simply liquidate the claims of the WFS Entities at a significant discount from amounts alleged by the WFS Entities." 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, and Whitley Penn LLP as auditor. The U.S. Trustee has been unable to appoint an official unsecured creditors committee. * * * On January 27, 2017, the Bankruptcy Court approved the Debtors' stalking horse agreement with BioUrja Trading, LLC for the sale of substantially all of the Debtors' assets for $10.85 million. DEXTERA SURGICAL: Broadfin Reports 9.9% Stake as of Dec. 31 ----------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Broadfin Capital, LLC, Broadfin Healthcare Master Fund, Ltd., and Kevin Kotler disclosed that as of Dec. 31, 2016, they beneficially own 898,053 shares of common stock of Dextera Surgical, Inc. representing 9.99 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/owkD9f About Dextera Surgical Inc. Dextera Surgical Inc., formerly Cardica, Inc., is focused on the commercialization and development of microcutter product line intended for use by surgeons. The Company is engaged in commercializing and developing MicroCutter XCHANGE 30 based on its staple-on-a-strip technology for use by thoracic, pediatric, bariatric, colorectal and general surgeons. Its MicroCutter XCHANGE 30 is a cartridge based microcutter device with around five millimeter shaft diameter and around 30 millimeter staple line cleared for use in the United States for specific indications for use, and in the European Union for a range of indications for use. Dextera reported a net loss of $15.98 million in 2015, a net loss of $19.18 million in 2014 and a net loss of $16.96 million in 2013. As of Dec. 31, 2016, Dextera had $8.86 million in total assets, $8.45 million in total liabilities and $418,000 in total stockholders' equity. BDO USA, LLP, in San Jose, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. DEXTERA SURGICAL: Incurs $3.63 Million Net Loss in Second Quarter ----------------------------------------------------------------- Dextera Surgical Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $3.63 million on $799,000 of total net revenue for the three months ended Dec. 31, 2016, compared to a net loss of $4.08 million on $700,000 of total net revenue for the same period in 2015. For the six months ended Dec. 31, 2016, the Company reported a net loss of $7.59 million on $1.26 million of total net revenue compared to a net loss of $8.72 million on $1.45 million of total net revenue for the six months ended Dec. 31, 2015. As of Dec. 31, 2016, Dextera had $8.86 million in total assets, $8.45 million in total liabilities and $418,000 in total stockholders' equity. "As of December 31, 2016, our accumulated deficit was $213.3 million and we had cash, cash equivalents and short-term investments of $5.8 million, with $4.0 million debt principal outstanding. As of June 30, 2016, we had cash, cash equivalents, and short-term investments of $12.7 million, with $4.0 million debt principal outstanding. We currently invest our cash, cash equivalents and short-term investments primarily in money market funds, commercial paper and corporate debt securities. Since inception, we have financed our operations primarily through private and public sales of convertible preferred stock, long-term notes payable, public and private sales of common stock, warrants to purchase common stock and license or collaboration agreements "On September 2, 2011, we entered into a Distribution Agreement with Century, with respect to distribution of our planned microcutter products in Japan. Additionally, Century loaned us $4.0 million. In 2014, the loan was extended by two years to September 30, 2018. In return for the loan commitment, we granted Century distribution rights to our planned microcutter product line in Japan, and a right of first negotiation for distribution rights in Japan to future products. Century is responsible for securing regulatory approval from the Ministry of Health in Japan for the microcutter product line. After approval for marketing in Japan, we would sell microcutter products to Century, who would then sell them to their customers in Japan. "Under this facility, we received $4.0 million in 2011. The note, as amended, bears 5% annual interest which is payable quarterly in arrears on the last business day of March, June, September and December of each year through September 30, 2018, the maturity date when the total $4.0 million of principal becomes due. Proceeds from the note and granting the distribution rights were allocated to the note based on its aggregate fair value of $2.4 million at the dates of receipt. This fair value was determined by discounting cash flows using a discount rate of 18%, which we estimated approximated a market rate of return on debt financing that could be obtained by companies with credit risk similar to us. The remainder of the proceeds of $1.6 million, and the additional $0.5 million due to the two years extension, were allocated to the value of the distribution rights granted to Century under the Distribution Agreement and is included in deferred revenue. The deferred revenue will be recognized on a straight-line basis over the term of the Distribution Agreement, beginning upon the first sale by Century of the microcutter products in Japan which had not occurred as of December 31, 2016. In 2015, Century received approvals to market the MicroCutter XCHANGE 30 and reloads, but intends to wait until we release the MicroCutter 5/80 to Century and Century will need to file additional regulatory approvals with the Ministry of Health to market the MicroCutter 5/80 in Japan. "In August 2016, Century asserted that we had an obligation to repay Century's loan in the amount of $4.0 million within ten days of receiving net proceeds from financing of over $44.0 million in April 2014, notwithstanding that we entered into an agreement with Century in July 2014 to extend the due date to September 30, 2018. Century further has asserted that we owe Century penalty interest at the incremental rate of 7% per annum, but has offered to waive it if we immediately repay the loan. Such interest would amount to $0.8 million as of December 31, 2016. We do not agree with Century's assertions and are currently in discussions with Century to resolve this matter." the Company stated in the report. "Our continuation as a going concern is contingent upon our ability to raise financing. Our plans may be adversely impacted if we fail to raise financing. We may resort to contingency plans to make these needed cost reductions upon determination that funds will not be available in a timely matter. These contingency plans include consolidating certain functions or disposing of non-core or underperforming assets. However, there can be no assurance that we will be able to raise such funds. Failure to obtain future funding on acceptable terms would adversely affect our ability to fund operations and continue as a going concern. These matters raise substantial doubt about our ability to continue in existence as a going concern," the Company added. A full-text copy of the Form 10-Q is available for free at: https://is.gd/7ofx1m About Dextera Surgical Inc. Dextera Surgical Inc., formerly Cardica, Inc., is focused on the commercialization and development of microcutter product line intended for use by surgeons. The Company is engaged in commercializing and developing MicroCutter XCHANGE 30 based on its staple-on-a-strip technology for use by thoracic, pediatric, bariatric, colorectal and general surgeons. Its MicroCutter XCHANGE 30 is a cartridge based microcutter device with around five millimeter shaft diameter and around 30 millimeter staple line cleared for use in the United States for specific indications for use, and in the European Union for a range of indications for use. Dextera reported a net loss of $15.98 million in 2015, a net loss of $19.18 million in 2014 and a net loss of $16.96 million in 2013. BDO USA, LLP, in San Jose, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. DUKE FINANCE: Moody's Lowers Corporate Family Rating to B3 ---------------------------------------------------------- Moody's Investors Service downgraded Duke Finance, LLC's Corporate Family Rating (CFR) to B3 from B2, Probability of Default Rating (PDR) to B3-PD from B2-PD and downgraded its new $475 million (upsized from $425 million) senior secured 1st Lien Term Loan due 2024 to B2 from B1. Concurrently, Moody's downgraded the $75 million senior secured revolving credit facility to B2 from B1 as a result of the upsizing of its term loan. Proceeds from the debt issuance along with the proceeds from the sale of its Borchers business are to fund a special dividend totaling approximately $160 million (previously $110 million was anticipated) to the company's sponsor Apollo Global Management and refinance the $450 million term loan due 2021. The rating outlook remains stable. The following ratings were downgraded: Issuer: Duke Finance, LLC: Corporate Family Rating, to B3 from B2; Probability of Default, to B3-PD from B2-PD. $75 million senior secured revolving credit facility due 2020, to B2 (LGD3) from B1 (LGD3), $475 million (upsized from $425 million ) senior secured 1st Lien Term Loan due 2024, to B2 (LGD3) from B1 (LGD3). There was no action on the debt instruments that are being refinanced: $450 million senior secured first lien term loan due 2021 (Ba3 LGD2), $125 million senior secured 2nd lien term loan due 2022 (B3, LGD5). The ratings outlook is stable. RATINGS RATIONALE The downgrade of CFR and PDR by one notch to B3 and B3-PD as well as the downgrade of the of senior secured first lien term loan to B2 (one notch above the CFR) reflects the upsized $50 million dividend resulting in higher debt from a $475 million term loan (upsized from $425 million). The term loan benefits from its senior position along with the secured revolver and the support provided by the unsecured obligations. The downgrade of the CFR weighs heavily on the company's aggressive financial policy as evidenced by the $50 million upsizing in the first lien term loan and use of proceeds that are almost entirely to increase the size of its dividend. The company's ratings also reflects the sale of its Borchers division which reduced EBITDA by approximately 20% and increased its business concentration in the remaining two businesses. Increased concentration is a ratings negative with Moody's forecasted Debt-to-EBITDA at approximately 6.4x for 2017. The company's liquidity reflects Moody's belief that Duke Finance will have adequate liquidity over the next 12-18 months. The company has no borrowings on its $75 million revolver and has significant operations overseas that can be sold to raise cash. The company is expected to have approximately $25 million of cash on the balance sheet after the refinancing and dividend and is expected to be free cash flow positive by 2018. There are no near term maturities. The stable outlook is supported by Duke Finance's focus on improving already strong margins for the rating, good interest coverage, and Moody's view that the company has an adequate liquidity profile. Moody's also believe that the company is committed to expense reduction and will likely cut costs more aggressively if sales weakened. The ratings could be pressured downward if leverage were to increase and expected to be sustained over 6.5x or if EBITDA margins were to anticipated to erode. Cost control is important due to slow organic revenue growth and lack of cost reduction progress could pressure the rating. The ratings are unlikely to be upgraded over the near term. The ratings could be upgraded if the company reduces debt-to-EBITDA leverage to under 5.75x on a sustainable and Moody's adjusted basis. Successful execution of cost cutting initiatives are expected to provide positive traction for the company to improve profitability and enhance its free cash flow generation. Duke Finance, a subsidiary of VECTRA, is a technology-driven diversified industrial company serving attractive global markets, including automotive systems, aerospace, industrial and renewable energy. The company uses innovative technologies to address customers' complex applications and demanding requirements. Headquartered in Cleveland, Ohio, the company operates manufacturing facilities in the Americas, Europe and Asia. The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. Duke Finance, a subsidiary of VECTRA, is a technology-driven diversified industrial company serving attractive global markets, including automotive systems, aerospace, industrial and renewable energy. The company uses innovative technologies to address customers' complex applications and demanding requirements. Annual revenues are anticipated to be over $600 million. Headquartered in St. Louis, Missouri, the company operates manufacturing facilities in the Americas, Europe and Asia. EIDOLON BRANDS: ExWorks Capital Fund I Loan on Interim Basis OK --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas authorized Eidolon Brands, LLC and Ben Hogan Golf Equipment Company, LLC, to use cash collateral and obtain postpetition financing from ExWorks Capital Fund I, L.P., on an interim basis. The Court acknowledged that the Debtors need to use cash collateral and to obtain the post-petition loan in order to prevent immediate and irreparable harm to its bankruptcy estate and minimize disruption to avoid the termination of its business operations. The Court further acknowledged that without authority to use cash collateral and obtain financing, the Debtors will be unable to meet their postpetition obligations. The Debtors owe ExWorks Capital Fund I $2,362,327 as of the Petition Date. The obligation is secured by a first priority security interest in all of the Debtors' existing and after-acquired assets and their proceeds. ExWorks Capital Fund I is is willing to provide the Debtors with post-petition financing in the amount of up to $1,374,000, less the amount of the cash held by the Debtors at the time of filing, with the funding to be used by the Debtors for, among other things, funding day-to-day operations, manufacturing and selling Debtors' inventory, and engaging in a sale process for all or substantially all of the Debtors' assets pursuant to a plan of reorganization or a sale under Section 363 of the Bankruptcy Code. The Court held that the postpetition loan will accrue interest at a fixed rate of 4.75% per annum prior to the occurrence of an Event of Default, and at a fixed rate of 6.75% per annum from and after the occurrence of an Event of Default. The post-petition loan will be due on the earliest of: (a) June 1, 2017; (b) the occurrence of an Event of Default; or (c) the effective date of any confirmed plan of reorganization or liquidation. At any time after 60 days from the Petition Date, ExWorks Capital Fund I can terminate its consent to the use of cash collateral and its agreement to make further post-petition loan advances, after giving the Debtors and any appointed creditors' committee a written notice 15 days in advance. The post-petition obligations were 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. ExWorks Capital Fund I was granted a first priority lien and security interest in the existing collateral junior in priority only to the existing liens, and a first priority lien and security interest in the post-petition collateral, subject only to the Carve-Out. As adequate protection for the Debtors' use of prepetition cash collateral, ExWorks Capital Fund I was granted replacement liens and security interests in and liens upon all post-petition collateral to the same extent, validity, and priority as the security interests held by ExWorks Capital Fund I in the prepetition collateral as of the Petition Date, subject to the Carve-Out. The Carve-Out consists of: (1) all fees required to be paid to the Clerk of the Court and to the U.S. Trustee under 28 U.S.C. Section 1930(a) plus interest pursuant to 31 U.S.C. Section 3717; and (2) to the extent allowed by the Bankruptcy Court at any time, and subject to the professional fee amounts in the Budget, all accrued and unpaid fees, disbursements, costs and expenses of professionals or professional firms retained by the Debtors and any official committee of creditors appointed by the Court in the Chapter 11 Cases accrued or incurred at any time before or on the Termination Date or the date of a Default Termination, whether allowed by the Court prior to or after the Termination Date or delivery of the Termination Date or the date of a Default Termination, less any unused retainers received by any such professionals or professional firms and unapplied as of the Petition Date plus fees, costs, and expenses incurred by the aforementioned professionals after the date of any Default Termination Date in an amount not to exceed $25,000 in the aggregate. The approved Budget provides for total expenses in the amount of $192,777, for a two-week period consisting of the weeks of February 3, 2017 and February 10, 2017. A full-text copy of the Interim Order, dated Feb. 8, 2017, is available at http://bankrupt.com/misc/EidolonBrands2017_40300rfn11_29.pdf A full-text copy of the Approved Budget, dated Feb. 8, 2017, is available at http://bankrupt.com/misc/EidolonBrands2017_1740300rfn11_29_1.pdf About Eidolon Brands, LLC Eidolon Brands, LLC, and Ben Hogan Golf Equipment Company, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 17-40300 and 17-40301) on Jan. 28, 2017. The petitions were signed by Scott White, chief executive officer. The Debtors are represented by Hunter Brandon Jones, Esq. and John Y. Bonds, Esq., at Bonds Ellis Eppich Schafer Jones LLP. The case is assigned to Judge Russel F. Nelms. At the time of the filing, the Debtors estimated their assets and liabilities at $1 million to $10 million. ENDLESS SALES: Wants To Use BBVA Compass' Cash Collateral --------------------------------------------------------- Endless Sales, Inc., sought permission from the U.S. Bankruptcy Court for the District of Colorado to use cash collateral until March 5, 2017. In July 2013, the Debtor entered into a loan agreement with BBVA Compass. The Debtor subsequently entered into a second loan transaction with Compass in May 2014, and a third loan with Compass in October 2014. As of the Petition Date, the Debtor's books and records indicated that the total amount owed to Compass on account of its secured loans is $685,553. The indebtedness owed to Compass is secured by a first position lien on substantially all of the Debtor's assets, including its inventory, accounts receivable, cash, and accounts. The income generated by the Debtor is cash collateral which Compass has an interest as a secured creditor. Compass' secured interest will be adequately protected in the Debtor's ongoing replacement of its cash, and by the value of the Debtor's inventory and equipment. The Debtor believes that Compass is oversecured by the value of the Debtor's assets. To provide adequate protection for the Debtor's use of cash collateral to Compass, the Debtor proposes to: a. provide a replacement lien on all postpetition accounts and to the extent that the use of cash collateral results in a decrease in the value of the collateral; b. maintain adequate insurance coverage on all personal property and adequately insure against any potential loss; c. provide to Compass all periodic reports and information filed with the Court, including debtor-in-possession reports; d. only expend cash collateral pursuant to a budget subject to reasonable fluctuation by no more than 15% for each expense line item per month; e. pay all postpetition taxes; and f. retain in good repair all collateral in which compass has an interest. The Debtor assures the Court that while it is showing a negative net revenue, the Debtor is reinveting a substantial amount of its income into its inventory which continues to secure Compass' collateral base. The Debtor will be replacing its cash, and cash equivalents in the course of its daily operations. The Debtor believes that the value of the assets are stable as long as the Debtor continues to operate. Therefore, the collateral base will remain stable. Without the use of cash collateral, the Debtor will have insufficient funding for business operations. The Debtor's use of cash collateral during the interim period is necessary to avoid immediate and irreparable harm to the estate. With the use of cash collateral, the Debtor will not be able to pay employees, vendors, and other costs associated with operating its business. In particular, the Debtor is dependent upon its employees and its inventory. Without the ability to pay its employees on an ongoing basis, the Debtor not be able to sustain its operations. Additionally, without the ability to continually replenish its inventory, the Debtor will have no ability to continue its sales. The use of cash collateral is in the best interest of the Debtor, its creditors and the estate as it will allow the Debtor to maintain its ongoing business operations, allow the Debtor to generate revenue, and provide the Debtor with an opportunity to propose a meaningful plan. The Debtor requests authority to extend the budgeted cash collateral use periodically by agreement with Compass. A copy of the cash collateral motion and the budget is available at http://bankrupt.com/misc/cob17-11037-4.pdf Endless Sales, Inc. dba Discount Forklift buys and sells forklifts in Denver, Colorado. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 17-11037) on Feb. 13, 2017. The Debtor's bankruptcy counsel can be reached at: Jeffrey S. Brinen, Esq. Keri L. Riley, Esq. KUTNER BRINEN, P.C. 1660 Lincoln Street, Suite 1850 Denver, CO 80264 Tel: (303) 832-2400 Fax: (303) 832-1510 E-mail: klr@kutnerlaw.com ENERGY FUTURE: Begins Plan Confirmation Hearing with Key Deal ------------------------------------------------------------- The American Bankruptcy Institute, citing Tom Hals of Reuters, reported that Dallas-based Energy Future Holdings Corp outlined a deal that resolved the biggest disputes hanging over the company as it opened a trial to confirm its plan to exit bankruptcy and be acquired by NextEra Energy Inc. for about $18 billion. According to the report, Chad Husnick, Esq. -- chad.husnick@kirkland.com -- at Kirkland & Ellis, a lawyer for Energy Future told the court at the start of the hearing on Feb. 14 that its noteholders had agreed to a discount of what they were owed to settle a dispute that erupted in the wake of a November ruling by the U.S. Court of Appeals for the Third Circuit. To recall, the Third Circuit had ruled that the company owed noteholders hundreds of millions of dollars in unanticipated payments for the early redemption of their securities, upsetting a prior exit plan. The Reuters report said that Energy Future's lawyer told the court the first-lien noteholders agreed to accept a 5 percent discount of the early redemption payment and second-lien noteholders agreed to a 12.5 percent discount. That freed up cash for junior creditors, the report pointed out. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a Portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of only Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. Wilmer Cutler Pickering Hale and Dorr, LLP, Ropes & Gray LLP, Cole Schotz P.C., and Drinker Biddle & Reath represent Delaware Trust Company fka CSC Trust Company of Delaware, as successor indenture trustee to Bank of New York Mellon, N.A., in an indenture agreement under which 10% Senior Secured Notes Due 2020 were issued, and in an indenture agreement under which 6.875% Senior Secured Notes Due 2017 were issued. * * * In December 2015, the Bankruptcy Court confirmed the Debtors' reorganization plan, which contemplated a tax-free spin of the company's competitive businesses, including Luminant and TXU Energy, and the $20 billion sale of its holdings in non-debtor electricity transaction unit Oncor Electric Delivery Co. to a consortium of investors. But the Plan became null and void after certain first lien creditors notified the occurrence of a "plan support termination event." The Debtors filed a new plan of reorganization on May 1, 2016, as subsequently amended. The new Chapter 11 plan features alternative options for dealing with the Company's stake in electricity transmission unit Oncor. On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit plans of two of Energy Future Holdings Corp.'s subsidiaries, power generator Luminant and retail electricity provider TXU Energy Inc. (the "T-Side Debtors"). The Plan became effective on Oct. 3, 2016. On Sept. 21, 2016, the Debtors filed the E-Side Plan and the Disclosure Statement for the Fourth Amended Joint Plan of Reorganization of Energy Future Holdings Corp., et al., Pursuant to Chapter 11 of the Bankruptcy Code as it Applies to the EFH Debtors and EFIH Debtors. ENERGY FUTURE: Has Tentative Pact Resolving Secured Noteholders Row ------------------------------------------------------------------- Chad J. Husnick, Esq., at Kirkland & Ellis LLP, the attorney for Energy Future Holdings Corp., said in a hearing on Feb. 13, 2017, that the Debtor reached a tentative agreement to resolve disputes with secured noteholders over roughly $800 million in post-petition interest claims, Matt Chiappardi, writing for Bankruptcy Law360, reports. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a Portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). As of Dec. 31, 2013, EFH Corp. reported assets of $36.4 billion in book value and liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of only Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. * * * In December 2015, the Bankruptcy Court confirmed the Debtors' reorganization plan, which contemplated a tax-free spin of the company's competitive businesses, including Luminant and TXU Energy, and the $20 billion sale of its holdings in non-debtor electricity transaction unit Oncor Electric Delivery Co. to a consortium of investors. But the Plan became null and void after certain first lien creditors notified the occurrence of a "plan support termination event." The Debtors filed a new plan of reorganization on May 1, 2016, as subsequently amended. The new Chapter 11 plan features alternative options for dealing with the Company's stake in electricity transmission unit Oncor. On Aug. 29, 2016, Judge Sontchi confirmed the Chapter 11 exit plans of two of Energy Future Holdings Corp.'s subsidiaries, power generator Luminant and retail electricity provider TXU Energy Inc. (the "T-Side Debtors"). The Plan became effective on Oct. 3, 2016. On Sept. 21, 2016, the Debtors filed the E-Side Plan and the Disclosure Statement for the Fourth Amended Joint Plan of Reorganization of Energy Future Holdings Corp., et al., Pursuant to Chapter 11 of the Bankruptcy Code as it Applies to the EFH Debtors and EFIH Debtors. ENUMERAL BIOMEDICAL: Peierls Reports 8.87% Stake as of Dec. 31 -------------------------------------------------------------- Jeffrey E. Peierls disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2016, he beneficially owns 10,890,080 shares of common stock and 540,000 shares of Common Stock issuable upon exercise of Warrants of Enumeral Biomedical Holdings, Inc., representing 8.87 percent of the shares outstanding. Brian Eliot Peierls also reported beneficial ownership of 10,629,120 shares of Common Stock and 520,000 shares of Common Stock issuable upon exercise of warrants as of that date. E. Jeffrey Peierls may be deemed the beneficial owner of securities held by trusts of which E. Jeffrey Peierls is a fiduciary. Brian Eliot Peierls may be deemed the beneficial owner of securities held by trusts of which Brian Eliot Peierls is a fiduciary. E. Jeffrey Peierls and Brian Eliot Peierls may be deemed to share indirect beneficial ownership of securities held by The Peierls Foundation, Inc. A full-text copy of the regulatory filing is available at: https://is.gd/adgehF About Enumeral Enumeral Biomedical Holdings, Inc., is engaged in the discovery of monoclonal antibodies and other novel biologics for the diagnosis and treatment of cancer, infectious and inflammatory diseases. The Company is currently focused on developing next generation antibodies that are more precise in their effects on tumor- and tissue-inflitrating lymphocyte functions via modulation of regulatory proteins known as checkpoints. Enumeral reported net income of $3.29 million in 2015 following a net loss of $8.17 million in 2014. As of Sept. 30, 2016, Enumeral had $4.04 million in total assets, $4.85 million in total liabilities and a total stockholders' deficit of $807,104. Friedman LLP, in New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing the Company's recurring losses which raise substantial doubt about its ability to continue as a going concern. ESCALERA RESOURCES: PacifiCorp Granted $84K Admin Priority Claim ---------------------------------------------------------------- Judge Thomas B. McNamara of the United States Bankruptcy Court for the District of Colorado granted the motion filed by PacifiCorp for allowance of an administrative expense claim pursuant to 11 U.S.C. section 503(b)(9) in the Chapter 11 case of Escalera Resources Co. The Court has not confirmed a plan of reorganization. PacifiCorp filed Proof of claim No. 46-1 for $240,479.43 on the basis of "electricity sold by electric utility." PacifiCorp asserted that an $87,853.94 portion of the claim was entitled to administrative expense priority under Section 503(b)(9) as "[t]he value of the electricity sold to Escalera and received by Escalera in its ordinary course of business during the 20 day period prior to the Petition Date." Subsequently, PacifiCorp filed a "Motion for Order Allowing Administrative Expense Pursuant to 11 U.S.C. section 503(b)(9)." Consistent with its claim, PacifiCorp requested that the Court enter an Order allowing an $87,853.94 portion of the claim as an administrative expense priority under Section 503(b)(9). Escalera opposed the application. Escalera did not challenge the amount of the claim but contended that none of the claim should receive administrative expense priority treatment. Escalera argued that electricity is not a "good" under the Uniform Commercial Code (UCC) and Section 503(b)(9). Judge McNamara found that electrical energy constitutes "goods" in both ordinary and legal usage. The judge explained that to hold otherwise would be contrary to the plain understanding of the term "goods" and would upset established legal meaning across many areas of law. The judge also found that Escalera has offered no compelling argument why "goods" should have a different meaning under the Bankruptcy Code than under the consistent usage in dictionaries, UCC Section 2-105, federal antitrust laws, federal labor laws, federal energy regulatory law, state tort law, state tax law, and international treaties. Thus, in Judge McNamara's assessment, the metered electrical energy delivered by PacifiCorp to Escalera constitutes "goods" under the unambiguous text of Section 503(b)(9). Accordingly, the judge ruled that PacifiCorp will have an allowed administrative priority claim under Section 503(b)(9) in the amount of $84,253.95 for electrical energy delivered to Escalera in the 20 days prior to the petition date. A full-text copy of Judge McNamara's February 10, 2017 memorandum is available at: http://bankrupt.com/misc/cob15-22395-413.pdf About Escalera Resources Headquartered in Denver, Colorado, Escalera Resources Co. (OTCMKTS: ESCRQ) is an independent energy company engaged in the exploration, development, production and sale of natural gas and crude oil, primarily in the Rocky Mountain basins of the western United States. Escalera was incorporated in Wyoming in 1972 and reincorporated in Maryland in 2001. As of October 2015, the Company had 22 employees, none of whom are subject to a collective bargaining agreement. Escalera Resources filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 15-22395) on Nov. 5, 2015. Adam Fenster, the chief financial officer, signed the petition. Judge Thomas B. McNamara is assigned to the case. Escalera listed total assets of $97.7 million and total liabilities of $67.7 million as of June 30, 2015. Escalera has won approval to employ Onsager Guyerson Fletcher Johnson as bankruptcy counsel. Three other professionals were approved by the Court: (i) Hein & Associates, LLP, as accountants for Debtor; (ii) Lindquist & Vennum LLP, as special counsel for Escalera in connection with the Humphrey litigation; and (iii) Jones & Keller, P.C., as special counsel for Escalera for general corporate and securities matters. Escalera also hired Seaport Global Securities LLC as investment banker. On October 26, 2016, the court ordered the Office of the U.S. Trustee to appoint a Chapter 11 trustee for the bankruptcy estate. FALCON AEROSPACE: S&P Assigns BB Rating on $30MM Class C Loans -------------------------------------------------------------- S&P Global Ratings assigned its ratings to Falcon Aerospace Ltd./Falcon Aerospace USA LLC's $410 million fixed-rate loans. The loan transaction is an aircraft securitization transaction backed by 21 aircraft and the related leases and shares or beneficial interests in entities that directly and indirectly receive aircraft portfolio lease rental and residual cash flows, among others. The assigned ratings reflect: -- The likelihood of timely interest on the class A loans (excluding the step-up amount) on each payment date, the timely interest on the class B loans (excluding the step-up amount) when they are the senior-most loans outstanding on each payment date, and the ultimate interest and principal payment on the class A, B, and C loans on the legal final maturity at the respective rating stress. -- The 63.22% loan-to-value (LTV) ratio (based on the lower of the mean and median of the three half-life base values and the three half-life current market values) on the class A loans; the 76.27% LTV ratio on the class B loans; and the 82.29% LTV ratio on the class C loans. -- The aircraft collateral's quality and lease rental and residual value generating capability. The portfolio contains 21 in-production narrow-body passenger planes (10 A320 family and 11 B737-NG). The 21 aircraft have a weighted average age of approximately 9.1 years and a remaining average lease term of approximately 4.4 years. These aircraft, though entering mid-life, are still liquid narrow-body aircraft models. While Airbus delivered the first A320neo in January 2016 and Boeing will deliver the B737MAX in 2017, S&P expects that the new, more fuel- efficient models replacing all of the current A320 family and B737-NG will take many years; S&P views this as a moderate threat to aircraft values and incorporate it into S&P's collateral evaluation. -- Many of the initial lessees have low credit quality, and 51% of the lessees (by aircraft value) are domiciled in emerging markets. S&P's view of the lessee credit quality, country risk, lessee concentration, and country concentration is reflected in S&P's lessee default rate assumptions. -- The transaction's capital structure, payment priority, loan amortization schedules, and performance triggers. Similar to other recently rated mid-life aircraft securitization transactions, this transaction has a few structural features--such as rapid amortization, partial rapid amortization, and excess proceeds payment--that can, to some extent, mitigate the value retention risk of aging aircraft and the risk of an aircraft's green time (maintenance status) monetizing. -- The existence of a liquidity facility that equals nine months of interest n the class A and B loans. -- There is a class C reserve account (initially funded with $2.65 million) to cover the class C loans' interest. ICF International performed a maintenance analysis before closing. After closing, ICF International will perform a forward-looking 18-month maintenance analysis at least semiannually. The maintenance reserve account must keep a balance of the higher of the lower of $1 million and the rated class A and B loans' outstanding notional amount and the sum of forward-looking maintenance expenses. The maintenance reserve account will be funded at $27 million at closing. Twenty-four months after the initial closing date, any excess maintenance amounts over the required amount will be transferred to the collection account to the extent not reserved by the borrowers to pay future maintenance expenses, the amounts transferred to the collections account on the first payment date after the second anniversary from closing will be treated as excess proceeds to pay down the debt. -- The senior indemnification (capped at $10 million) is modeled to occur in the first 12 months. -- The junior indemnification (uncapped) is subordinated to the rated series' principal payment. -- Dubai Aerospace Enterprise (DAE) Ltd. (DAE), founded in 2006 and majority-owned by Investment Corp. of Dubai, is an aircraft lessor with a strong presence in the Middle East. While we believe DAE's capability to service this transaction's portfolio is adequate, S&P views it less favorably than global mid-tier aircraft lessors. RATINGS ASSIGNED Falcon Aerospace Ltd./Falcon Aerospace USA LLC Class Rating Amount (mil. $) A A (sf) 315 B BBB (sf) 65 C BB (sf) 30 FARMHAND SUPPLY: Court Allows Use of Rabo AgriFinance Cash ---------------------------------------------------------- Judge Barry S. Schermer of the U.S. Bankruptcy Court for the Eastern District of Missouri authorized Farmhand Supply, LLC to use the cash collateral of Rabo AgriFinance LLC, f/k/a Rabo AgriFinance, Inc., pursuant to an agreement between the parties. The Debtor, together with spouses John Dale Murphy and Linda Jo Murphy, J Murphy Farms, spouses James Howard Murphy and Janet Murphy, and Murphy Farms owe at least $9,176,841.35 to Rabo AgriFinance, pursuant to a Credit Agreement. The debt is secured by liens and security interests in various assets owned by the Debtor and/or the Murphy Debtors, including real estate, farm products, proceeds of crop insurance, price support or other governmental programs, profits, inventory, equipment, accounts, contract rights and general intangibles. Rabo AgriFinance is granted replacement liens or replacement security interests in all property of the Debtor of the kind or type which was subject to Rabo AgriFinance's pre-petition liens and security interests, except for cash or proceeds of properties representing recoveries of preferential transfers, fraudulent conveyance claims or other causes of action asserted under Sections 544 to 549 of the Bankruptcy Code or under any applicable state law remedy. The replacement liens or replacement security interests will be subject to the fees of the United States Trustee. The Debtor is directed to deliver to Rabo AgriFinance: (1) copies of its Monthly Operating Report as filed with the Court and the Office of the U.S. Truste; (2) a monthly listing and aging of the Debtor's accounts receivable; (3) a monthly inventory report; and (4) a monthly cash flow, profit and loss, income statement and balance sheet, as well as other financial statements, as and when prepared. The Debtor is also directed to keep the collateral adequately insured at all times with responsible insurance carriers in accordance with the Collateral Documents. A full-text copy of the Stipulated Order, dated February 8, 2017, is available at http://bankrupt.com/misc/FarmhandSupply2016_1610742_30.pdf Rabo AgriFinance, LLC, is represented by: David L. Going, Esq. Erin M. Edelman, Esq. ARMSTRONG TEASDALE LLP 7700 Forsyth Blvd., Suite 1800 St. Louis, MO 63105 Telephone: (314) 621-5070 Facsimile: (314) 621-5065 E-mail: dgoing@armstrongteasdale.com eedelman@armstrongteasdale.com About Farmhand Supply Farmhand Supply, LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mo. Case No. 16-10742) on Sept. 9, 2016. The petition was signed by John D. Murphy, owner/member. The Debtor estimated its assets and liabilities at $0 to $50,000 each, at the time of the filing. J. Michael Payne, Esq., at Limbaugh, Russell, Payne & Howard, serves as the Debtor's bankruptcy counsel. FARMHAND SUPPLY: Unsecureds to Recover 80% Under Plan ----------------------------------------------------- Farmhand Supply, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Missouri a first amended disclosure statement dated Feb. 13, 2017, and accompanying first amended plan of reorganization. The Court will conduct a hearing on March, 6, 2017, at 2:00 p.m. to determine the adequacy of this First Amended Disclosure Statement. Class 6 General Unsecured Claims will be paid 80% of the total amount owed to each claimant as follows: 10% to each being paid each year for the eight years starting with June 1, 2018, and then or before June 1, 2019; 10% on or before June 1, 2020; 10% on or before June 1, 2021; and 10% on or before June 1, 2022, 2023, 2024, and 2025. The Class 6 claims will be considered paid in full after all eight payments are made. The Disclosure Statement is available at: http://bankrupt.com/misc/moeb16-10742-37.pdf As reported by the Troubled Company Reporter on Jan. 12, 2017, the Debtor filed with the Court a disclosure statement and accompanying plan of reorganization, which proposed to pay unsecured creditors 25% of their allowed claims with an extension of time. Under that plan, the general unsecured claims are placed under Class 5. The Debtor knows of no preferences and does not intend to pursue any preference payments. There were no repossessions by unsecured creditors in the applicable period prior to the bankruptcy being initiated. Therefore, Debtor does not intend to pursue any claim arising from any repossession. Farmhand Supply, LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mo. Case No. 16-10742) on Sept. 9, 2016, estimating its assets and liabilities at $0 to $50,000 each. J. Michael Payne, Esq., at Limbaugh, Russell, Payne & Howard, serves as the Debtor's bankruptcy counsel. FASHION'S LITTLE: Compass Bank Objects to Cash Collateral Use ------------------------------------------------------------- Secured creditor Compass Bank informs the U.S. Bankruptcy Court for the District of Arizona that it does not consent to Fashion's Little Helpers Corporation's use of cash collateral. Compass Bank wants to have the cash collateral turned over or sequestered. Compass Bank relates that it is the holder of a U.S. Small Business Administration Note made, executed, and delivered by Rachel J. Perez, in her capacity as President of the Debtor, in the original amount of $602,500. Compass Bank further relates that it holds a valid and properly perfected security interest in the Debtor's personal property. Compass Bank contends that it is currently owed the principal amount of $544,720.81, plus interest, fees and costs. Compass Bank tells the Court that it has been informed that the Debtor has been collecting cash collateral during the course of its bankruptcy proceeding. It further tells the Court that it objects to the Debtor's use of cash collateral secured by the Compass Bank lien. Compass Bank is represented by: Adam B. Nach, Esq. Joel F. Newell, Esq. LANE & NACH, P.C. 2001 East Campbell Avenue, Suite 103 Phoenix, AZ 85016 Telephone: (602) 258-6000 E-mail: adam.nach@lane-nach.com joel.newell@lane-nach.com About Fashions Little Helpers Corporation Fashions Little Helpers Corporation, d/b/a Fashions Little Helpers Inc., d/b/a Fashion's Little Helpers Corporation, filed a chapter 11 petition (Bankr. D. Ariz. Case No. 17-00945) on Jan. 31, 2017. The petition was signed by Rachel Perez, president/CEO/director. The Debtor is represented by Olga Zlotnik, Esq., at the Law Office of Olga Zlotnik, PLLC. The case is assigned to Judge Scott H. Gan. The Debtor estimated assets at $50,000 to $100,000 and liabilities at $1 million to $10 million at the time of the filing. FASHIONS LITTLE: Hires Olga Zlotnik Law Office as Counsel --------------------------------------------------------- Fashions Little Helpers Corporation seeks authorization from the U.S. Bankruptcy Court for the District of Arizona to employ the Law Office of Olga Zlotnik, PLLC as counsel for the Debtor. The Debtor requires LOOZ to: a. provide the Debtor with legal advice with respect to its reorganization; b. represent the Debtor in negotiations involving secured and unsecured creditors and parties-in-interest; c. represent the Debtor at the U.S. Trustee interview, first meeting of creditors, all court hearings set by the Court in the Debtor's bankruptcy case, and in any adversary proceedings or contested matters; d. prepare necessary applications, motions, answers, orders, reports or other legal papers necessary to assist in the Debtor's reorganization; e. assist the Debtor with the preparation of its Schedules of Assets and Liabilities and Statements of Financial Affairs; f. advise the Debtor with respect to any post-petition financing and cash collateral arrangements and negotiating, drafting and prosecute all documents, motions and pleadings relating thereto; g. advise the Debtor on all matters relating to the assumption, rejection or assignment of unexpired leases and executory contracts; h. take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on the Debtor's behalf, the defense of any actions commenced against the Debtor, object to claims filed against the Debtor's estate, and negotiate and effect settlements of the same; i. prepare, negotiate and take all actions necessary to obtain approval and/or confirmation of a disclosure statement, plan of reorganization and related agreements and documents; and j. perform other legal services relating to the administration and conduct of the Debtor's estate in its efforts to reorganize. LOOZ will be paid at these hourly rates: Olga Zlotnik, member $220 Legal Assistants/Law Clerks $135 Prior to the filing of this bankruptcy, the Debtor paid LOOZ a flat fee retainer in the amount of $7,283 for pre-bankruptcy services and a filing fee of $1,717. The Debtor also paid LOOZ an advanced deposit of $5,000, which is held in LOOZ's IOLTA Trust Account to secure payment of fees and costs incurred in this Chapter 11 case. LOOZ will also be reimbursed for reasonable out-of-pocket expenses incurred. Olga Zlotnik, Esq., member of Law Office of Olga Zlotnik, 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. LOOZ may be reached at: Olga Zlotnik, Esq. Law Office of Olga Zlotnik, PLLC 7047 E. Greenway Parkway, Suite 250 Scottsdale, AZ 85254 Tel: (480) 788-7011 Fax: (866) 935-0552 About Fashions Little Helpers Corporation Fashions Little Helpers Corporation filed a Chapter 11 bankruptcy petition (Bankr. D.Ariz. Case No. 17-00945) on January 31, 2017. The Hon. Scott H. Gan presides over the case. The Law Office of Olga Zlotnik, PLLC represents the Debtor as counsel. In its petition, the Debtor estimated $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Rachel Perez, president/CEO/director. FM KELLEY: Plan Exclusivity Period Extended Sine Die ---------------------------------------------------- Judge Robert E. Grossman of the U.S. Bankruptcy Court for the Eastern District of New York issued a bridge order extending FM Kelly Construction Group, Inc.'s exclusive period to file a Plan of Reorganization on an interim basis pending the hearing on the Motion, through and including the hearing date of February 8, 2016. The Troubled Company Reporter had earlier reported that the Debtor sought exclusivity extension on an interim basis pending the hearing for final relief that has been scheduled for February 8, 2017. The Debtor related that it had been working on various issues relating to the reorganization that will further progress beyond the current 180-day small business case deadline to file a plan of reorganization. As such, the Debtor needed additional time to analyze and negotiate the claims filed against it, including, but not limited to the large claim filed by Forty Seventh Fifth Company LLC. Additionally, the Debtor had been in the process of negotiating lease terms for a new lease for office space. About FM Kelly Construction Group, Inc. FM Kelly Construction Group, Inc., a New York-based company, filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 16-72143) on May 12, 2016. The petition was signed by Joseph Barbera, chief financial officer. Judge Robert E. Grossman presides over the case. The Debtor estimated assets of $50,000 to $100,000 and estimated liabilities of $1 million to $10 million. The Debtor is represented by Kenneth A. Reynolds, Esq. at McBreen & Kopko. A Creditors' Committee has not been appointed by the Office of the United States Trustee. FORBES ENERGY: Anson Funds No Longer Own Shares ----------------------------------------------- Anson Funds Management LP and its affiliated entities disclosed in a filing with the Securities and Exchange Commission that they no longer hold shares of Forbes Energy Services Ltd., common stock as of Dec. 31, 2016. The funds may be reached at: Bruce R. Winson, Manager Anson Funds Management LP Anson Management GP LLC 5950 Berkshire Lane, Suite 210 Dallas, Texas 75225 About Forbes Energy Alice, Texas-based Forbes Energy Services Ltd. (OTC Pink: FESL) -- http://www.forbesenergyservices.com/-- is an independent oilfield services contractor that provides a broad range of drilling-related and production-related services to oil and natural gas companies, primarily onshore in Texas and Pennsylvania. The Company's balance sheet at Sept. 30, 2016, showed total assets of $332.6 million, total liabilities of $337.0 million, $15.10 million series B senior convertible preferred shares, and a stockholders' deficit of $19.57 million. Forbes Energy Services Ltd. filed voluntary petitions for reorganization under chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-20023) on Jan. 22, 2017, for itself and its principal subsidiaries pursuant to the terms of the previously disclosed Restructuring Support Agreement with certain holders of the Company's 9% senior unsecured notes due 2019. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as lead counsel, and Snow Spence Green LLP as local counsel. Alvarez & Marsal Holdings, LLC serves as the Debtors' financial advisors. Jefferies LLC serves as the Debtors' investment bankers. The Debtors' corporate and securities counsel is Winstead PC. Kurtzman Carson Consultants LLC serves as the Debtors' solicitation and balloting consultants. * * * Judge David R. Jones will hold a hearing on March 8, 2017, at 10:00 a.m. (prevailing Central Time) to consider the adequacy of the disclosure statement explaining the Debtors' prepackaged Chapter 11 plan. Under the Plan, holders of Class 5 General Unsecured Claims -- estimated at approximately $4 million to $8 million -- are unimpaired, and will receive payment in full under the Plan. The Plan is supported by the Debtors and the supporting noteholders representing approximately 65.40% of the allowed senior unsecured notes claims. After months of active and arm's-length negotiations, the Debtors, in consultation with its advisors, reached agreement on the terms of the Plan with the supporting noteholders, representing a substantial majority by principal amount of the Holders of Senior Unsecured Notes Claims. The Debtors believe that the Plan is the best restructuring alternative reasonably available to the Debtors. Because holders of Senior Unsecured Notes Claims are the only impaired creditor class under the Plan, only the holders are entitled to vote on the Plan. FORBES ENERGY: FMR LLC Reports 7% Equity Stake ---------------------------------------------- FMR LLC, Abigail P. Johnson and Select Energy Service Portfolio disclose in a joint filing with the Securities and Exchange Commission that they may be deemed to beneficially own in the aggregate 1,634,545 shares or roughly 7.357% of the common stock of Forbes Energy Services Ltd. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act ("Fidelity Funds") advised by Fidelity Management & Research Company ("FMR Co"), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees. FMR LLC et al. may be reached at: Marc R. Bryant FMR LLC 245 Summer Street Boston, MA 02210 About Forbes Energy Alice, Texas-based Forbes Energy Services Ltd. (OTC Pink: FESL) -- http://www.forbesenergyservices.com/-- is an independent oilfield services contractor that provides a broad range of drilling-related and production-related services to oil and natural gas companies, primarily onshore in Texas and Pennsylvania. The Company's balance sheet at Sept. 30, 2016, showed total assets of $332.6 million, total liabilities of $337.0 million, $15.10 million series B senior convertible preferred shares, and a stockholders' deficit of $19.57 million. Forbes Energy Services Ltd. filed voluntary petitions for reorganization under chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-20023) on Jan. 22, 2017, for itself and its principal subsidiaries pursuant to the terms of the previously disclosed Restructuring Support Agreement with certain holders of the Company's 9% senior unsecured notes due 2019. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as lead counsel, and Snow Spence Green LLP as local counsel. Alvarez & Marsal Holdings, LLC serves as the Debtors' financial advisors. Jefferies LLC serves as the Debtors' investment bankers. The Debtors' corporate and securities counsel is Winstead PC. Kurtzman Carson Consultants LLC serves as the Debtors' solicitation and balloting consultants. * * * Judge David R. Jones will hold a hearing on March 8, 2017, at 10:00 a.m. (prevailing Central Time) to consider the adequacy of the disclosure statement explaining the Debtors' prepackaged Chapter 11 plan. Under the Plan, holders of Class 5 General Unsecured Claims -- estimated at approximately $4 million to $8 million -- are unimpaired, and will receive payment in full under the Plan. The Plan is supported by the Debtors and the supporting noteholders representing approximately 65.40% of the allowed senior unsecured notes claims. After months of active and arm's-length negotiations, the Debtors, in consultation with its advisors, reached agreement on the terms of the Plan with the supporting noteholders, representing a substantial majority by principal amount of the Holders of Senior Unsecured Notes Claims. The Debtors believe that the Plan is the best restructuring alternative reasonably available to the Debtors. Because holders of Senior Unsecured Notes Claims are the only impaired creditor class under the Plan, only the holders are entitled to vote on the Plan. FORBES ENERGY: Forbes & Crisp Report Equity Stake ------------------------------------------------- Charles C. Forbes, Jr., in his individual capacity, disclosed in a filing with the Securities and Exchange Commission that he may be deemed to beneficially own in the aggregate 2,724,199 shares or roughly 12.3% of the Common Stock, par value $0.04 per share, of Forbes Energy Services Ltd., as of Dec. 31, 2016. Mr. Forbes, Jr. has sole power to vote or to direct the vote of 2,724,199 shares of common stock, sole power to dispose or to direct the disposition of 2,724,199 shares of common stock, shared power to vote or to direct the vote of no shares of common stock and shared power to dispose or to direct the disposition of no shares of common stock, the filing says. John E. Crisp, in a separate filing with the SEC, says he holds 1,362,324 or roughly 6.1% of the Company shares. Messrs. Crisp and Forbes, Jr., are members of the Company's senior management team. About Forbes Energy Alice, Texas-based Forbes Energy Services Ltd. (OTC Pink: FESL) -- http://www.forbesenergyservices.com/-- is an independent oilfield services contractor that provides a broad range of drilling-related and production-related services to oil and natural gas companies, primarily onshore in Texas and Pennsylvania. The Company's balance sheet at Sept. 30, 2016, showed total assets of $332.6 million, total liabilities of $337.0 million, $15.10 million series B senior convertible preferred shares, and a stockholders' deficit of $19.57 million. Forbes Energy Services Ltd. filed voluntary petitions for reorganization under chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-20023) on Jan. 22, 2017, for itself and its principal subsidiaries pursuant to the terms of the previously disclosed Restructuring Support Agreement with certain holders of the Company's 9% senior unsecured notes due 2019. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as lead counsel, and Snow Spence Green LLP as local counsel. Alvarez & Marsal Holdings, LLC serves as the Debtors' financial advisors. Jefferies LLC serves as the Debtors' investment bankers. The Debtors' corporate and securities counsel is Winstead PC. Kurtzman Carson Consultants LLC serves as the Debtors' solicitation and balloting consultants. * * * Judge David R. Jones will hold a hearing on March 8, 2017, at 10:00 a.m. (prevailing Central Time) to consider the adequacy of the disclosure statement explaining the Debtors' prepackaged Chapter 11 plan. Under the Plan, holders of Class 5 General Unsecured Claims -- estimated at approximately $4 million to $8 million -- are unimpaired, and will receive payment in full under the Plan. The Plan is supported by the Debtors and the supporting noteholders representing approximately 65.40% of the allowed senior unsecured notes claims. After months of active and arm's-length negotiations, the Debtors, in consultation with its advisors, reached agreement on the terms of the Plan with the supporting noteholders, representing a substantial majority by principal amount of the Holders of Senior Unsecured Notes Claims. The Debtors believe that the Plan is the best restructuring alternative reasonably available to the Debtors. Because holders of Senior Unsecured Notes Claims are the only impaired creditor class under the Plan, only the holders are entitled to vote on the Plan. FORBES ENERGY: Hires Alvarez & Marsal as Financial Advisors ----------------------------------------------------------- Forbes Energy Services Ltd., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of Texas to employ Alvarez & Marsal North America, LLC as financial advisors to the Debtors and Debtors-in-Possession. The Debtors require A&M to: a. assist in the development and management of a cash flow forecast, including on-going variance reports and discussion with the Company's stakeholders regarding such; b. assist in evaluation of the Company's current business plan and in preparation of a financial forecast and operating plan and presentation of such plan and forecast to the Company's Board of Directors (the "Board") and its creditors; c. assist in the preparation of statement of financial affairs and other financial reporting requirements required as part of the process; d. prepare for and provide expert witness testimony related specifically to the work performed in support of the Company's restructuring and reorganization efforts; e. other activities as are approved by the Company, the Company's responsible officers or the Board and agreed to by A&M. A&M will be paid at these hourly rates: Managing Director $775-$975 Director $600-$750 Analyst/Associate $375-$575 A&M received $250,000 in retainers in connection with preparing for and conducting the filing of these chapter 11 cases, as described in the engagement Letter. In the 90 days prior to the Petition Date, A&M received retainers and payments totaling $791,106 in the aggregate for services performed for the Debtors. A&M will also be reimbursed for reasonable out-of-pocket expenses incurred. Marc Liebman, managing director with Alvarez & Marsal North America, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. A&M may be reached at: Marc Liebman Alvarez & Marsal North America, LLC 600 Madison Avenue, 8th Floor New York, NY 10022 Phone: +1 212.759.4433 Fax: +1 212.759.5532 About Forbes Energy Alice, Texas-based Forbes Energy Services Ltd. (OTC Pink: FESL) -- http://www.forbesenergyservices.com/-- is an independent oilfield services contractor that provides a broad range of drilling-related and production-related services to oil and natural gas companies, primarily onshore in Texas and Pennsylvania. The Company's balance sheet at Sept. 30, 2016, showed total assets of $332.6 million, total liabilities of $337.0 million, $15.10 million series B senior convertible preferred shares, and a stockholders' deficit of $19.57 million. Forbes Energy Services Ltd. filed voluntary petitions for reorganization under chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-20023) on Jan. 22, 2017, for itself and its principal subsidiaries pursuant to the terms of the previously disclosed Restructuring Support Agreement with certain holders of the Company's 9% senior unsecured notes due 2019. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as lead counsel, and Snow Spence Green LLP as local counsel. Alvarez & Marsal Holdings, LLC serves as the Debtors' financial advisors. Jefferies LLC serves as the Debtors' investment bankers. The Debtors' corporate and securities counsel is Winstead PC. Kurtzman Carson Consultants LLC serves as the Debtors' solicitation and balloting consultants. * * * Judge David R. Jones will hold a hearing on March 8, 2017, at 10:00 a.m. (prevailing Central Time) to consider the adequacy of the disclosure statement explaining the Debtors' prepackaged Chapter 11 plan. Under the Plan, holders of Class 5 General Unsecured Claims -- estimated at approximately $4 million to $8 million -- are unimpaired, and will receive payment in full under the Plan. The Plan is supported by the Debtors and the supporting noteholders representing approximately 65.40% of the allowed senior unsecured notes claims. After months of active and arm's-length negotiations, the Debtors, in consultation with its advisors, reached agreement on the terms of the Plan with the supporting noteholders, representing a substantial majority by principal amount of the Holders of Senior Unsecured Notes Claims. The Debtors believe that the Plan is the best restructuring alternative reasonably available to the Debtors. Because holders of Senior Unsecured Notes Claims are the only impaired creditor class under the Plan, only the holders are entitled to vote on the Plan. FORBES ENERGY: Hires Jefferies as Investment Banker --------------------------------------------------- Forbes Energy Services Ltd., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of Texas to employ Jefferies LLC as investment banker for the Debtors and Debtors-in-Possession, nunc pro tunc to January 22, 2017. The Debtors require Jefferies to: a. provide the Company with financial advice and assistance in connection with Mergers And Acquisitions Transaction ("M&A Transaction"); b. provide advice and assistance to the Company in connection with analyzing, structuring, negotiating and effecting (including providing valuation analyses as appropriate), and act as exclusive financial advisor to the Company in connection with, any Restructuring; c. become familiar with, to the extent Jefferies deems appropriate, and analyze, the business, operations, properties, financial condition and prospects of the Company; d. advise the Company on the current state of the "restructuring market"; e. assist and advise the Company in developing a general strategy for accomplishing a Restructuring; f. assist and advise the Company in implementing a Restructuring, including negotiating with the bondholders; g. assist and advise the Company in evaluating and analyze a Restructuring, including the value of the securities or debt instruments, if any, that may be issued in any such Restructuring; and h. render other financial advisory services as may from time to time be agreed upon by the Company and Jefferies. The Debtors and Jefferies have agreed on these compensation and expense reimbursement terms: a. Monthly Fee. A monthly fee equal to $100,000 per month until the earlier of the consummation of a Transaction as contemplated in the Engagement Letter or the termination of the Engagement Letter. The first Monthly Fee shall be payable upon the execution of the Engagement Letter, and each subsequent Monthly Fee shall be payable in advance on each monthly anniversary thereafter. Fifty percent of any Monthly Fees actually paid to Jefferies will be credited against the M&A Fee or Restructuring Fee (as applicable and as defined below) due to Jefferies. b. Mergers And Acquisitions Fee. Promptly upon closing of an M&A Transaction, a fee equal to $2.75 million. c. Restructuring Fee. Promptly upon the consummation of a Restructuring, a fee equal to $2.75 million. During the 90-day period prior to the Petition Date, Jefferies was paid in the ordinary course certain monthly fees and expense reimbursements under the Engagement Letter. Specifically, the Debtors paid the following amounts to Jefferies: (a) $103,656.93 on October 25, 2016 on account of its October Monthly Fee and related expense reimbursements; (b) $100,453.11 on December 6, 2016 on account of its November Monthly Fee and related expense reimbursements; (b) $100,742.96 on December 20, 2016 on account of its December Monthly Fee and related expense reimbursements; and (c) $100,230.68 on January 20, 2017 on account of its January Monthly Fee and related expense reimbursements. As of the Petition Date, no other Monthly Fees and expenses were due and payable to Jefferies under the Engagement Letter. Jefferies will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert White, managing director of Jefferies LLC, assured the Court that the firm does not represent any interest adverse to the Debtors and their estates. Jefferies may be reached at: Robert White Jefferies LLC 520 Madison Avenue, 10th Floor New York, NY 10022 Phone: 212-284-2300 About Forbes Energy Alice, Texas-based Forbes Energy Services Ltd. (OTC Pink: FESL) -- http://www.forbesenergyservices.com/-- is an independent oilfield services contractor that provides a broad range of drilling-related and production-related services to oil and natural gas companies, primarily onshore in Texas and Pennsylvania. The Company's balance sheet at Sept. 30, 2016, showed total assets of $332.6 million, total liabilities of $337.0 million, $15.10 million series B senior convertible preferred shares, and a stockholders' deficit of $19.57 million. Forbes Energy Services Ltd. filed voluntary petitions for reorganization under chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-20023) on Jan. 22, 2017, for itself and its principal subsidiaries pursuant to the terms of the previously disclosed Restructuring Support Agreement with certain holders of the Company's 9% senior unsecured notes due 2019. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as lead counsel, and Snow Spence Green LLP as local counsel. Alvarez & Marsal Holdings, LLC serves as the Debtors' financial advisors. Jefferies LLC serves as the Debtors' investment bankers. The Debtors' corporate and securities counsel is Winstead PC. Kurtzman Carson Consultants LLC serves as the Debtors' solicitation and balloting consultants. * * * Judge David R. Jones will hold a hearing on March 8, 2017, at 10:00 a.m. (prevailing Central Time) to consider the adequacy of the disclosure statement explaining the Debtors' prepackaged Chapter 11 plan. Under the Plan, holders of Class 5 General Unsecured Claims -- estimated at approximately $4 million to $8 million -- are unimpaired, and will receive payment in full under the Plan. The Plan is supported by the Debtors and the supporting noteholders representing approximately 65.40% of the allowed senior unsecured notes claims. After months of active and arm's-length negotiations, the Debtors, in consultation with its advisors, reached agreement on the terms of the Plan with the supporting noteholders, representing a substantial majority by principal amount of the Holders of Senior Unsecured Notes Claims. The Debtors believe that the Plan is the best restructuring alternative reasonably available to the Debtors. Because holders of Senior Unsecured Notes Claims are the only impaired creditor class under the Plan, only the holders are entitled to vote on the Plan. FORBES ENERGY: Hires Pachulski Stang Ziehl & Jones as Counsel ------------------------------------------------------------- Forbes Energy Services Ltd., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of Texas to employ Pachulski Stang Ziehl & Jones LLP as counsel for the Debtors and Debtors-in-Possession, nunc pro tunc to January 22, 2017. The Debtors require PSZJ to: a. advise the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and properties; b. advise and consult on the conduct of these chapter 11 cases, including all of the legal and administrative requirements of operating in chapter 11; c. attend meetings and negotiate with representatives of creditors and other parties in interest; d. take all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors behalf, defend any action commenced against the Debtors, and represent the Debtors in negotiations concerning litigation in which the Debtors are involved, including objections to claims filed against the Debtors' estates; e. prepare pleadings in connection with these chapter 11 cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors' estates; f. represent the Debtors in connection with obtaining authority to any use of cash collateral and postpetition financing; g. advise the Debtors in connection with any potential sale of assets; h. take necessary action on behalf of the Debtors with respect to the approval of a disclosure statement and confirmation of the Debtors' chapter 11 plan and all documents related thereto; and i. perform other legal services for the Debtors that may be necessary and proper in these proceedings. PSZ&J lawyers and professionals who will work on the Debtors' cases and their hourly rates are: Richard M. Pachulski $1,195 Ira D. Kharasch $1,025 Maxim B. Litvak $850 Joshua M. Fried $825 Paralegals $350 PSZ&J has received payments from the Debtors during the year prior to the Petition Date in the amount of $2,062,036.15 in connection with its prepetition representation of the Debtors. PSZ&J received payments totaling $1,455,175.10 from the Debtors within 90 days prior to the Petition Date. PSZ&J will also be reimbursed for reasonable out-of-pocket expenses incurred. Ira D. Kharasch, Esq., partner in that law firm of Pachulski Stang Ziehl & Jones LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The following is provided in response to the request for additional information set forth in D1 of the U.S. Trustee's Appendix B Guidelines: -- The Debtors has approved the budget and staffing plan. The Court has scheduled a hearing to consider confirmation of the Debtors' Plan for March 8, 2017. Upon (i) the confirmation and effectiveness of the Plan, and (ii) following Court approval of PSZ&J's application for payment of fees and reimbursement of fees, the Debtors shall pay any such approved fees and expenses pursuant to such Plan. The Debtors have filed their Application to Employ and Retain Snow Spence and Green LLP as local counsel. The Debtors and PSZ&J represent that they will avoid duplication of efforts and overlap of for the services provided by PSZ&J in this Application and the services to be performed in the SSG Application PSZ&J may be reached at: Ira D. Kharasch, Esq. Pachulski Stang Ziehl & Jones LLP 10100 Santa Monica Blvd, 13th Floor Los Angeles, CA 90067 Tel: 310.277.6910 E-mail: ikharasch@pszjlaw.com About Forbes Energy Alice, Texas-based Forbes Energy Services Ltd. (OTC Pink: FESL) -- http://www.forbesenergyservices.com/-- is an independent oilfield services contractor that provides a broad range of drilling-related and production-related services to oil and natural gas companies, primarily onshore in Texas and Pennsylvania. The Company's balance sheet at Sept. 30, 2016, showed total assets of $332.6 million, total liabilities of $337.0 million, $15.10 million series B senior convertible preferred shares, and a stockholders' deficit of $19.57 million. Forbes Energy Services Ltd. filed voluntary petitions for reorganization under chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-20023) on Jan. 22, 2017, for itself and its principal subsidiaries pursuant to the terms of the previously disclosed Restructuring Support Agreement with certain holders of the Company's 9% senior unsecured notes due 2019. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as lead counsel, and Snow Spence Green LLP as local counsel. Alvarez & Marsal Holdings, LLC serves as the Debtors' financial advisors. Jefferies LLC serves as the Debtors' investment bankers. The Debtors' corporate and securities counsel is Winstead PC. Kurtzman Carson Consultants LLC serves as the Debtors' solicitation and balloting consultants. * * * Judge David R. Jones will hold a hearing on March 8, 2017, at 10:00 a.m. (prevailing Central Time) to consider the adequacy of the disclosure statement explaining the Debtors' prepackaged Chapter 11 plan. Under the Plan, holders of Class 5 General Unsecured Claims -- estimated at approximately $4 million to $8 million -- are unimpaired, and will receive payment in full under the Plan. The Plan is supported by the Debtors and the supporting noteholders representing approximately 65.40% of the allowed senior unsecured notes claims. After months of active and arm's-length negotiations, the Debtors, in consultation with its advisors, reached agreement on the terms of the Plan with the supporting noteholders, representing a substantial majority by principal amount of the Holders of Senior Unsecured Notes Claims. The Debtors believe that the Plan is the best restructuring alternative reasonably available to the Debtors. Because holders of Senior Unsecured Notes Claims are the only impaired creditor class under the Plan, only the holders are entitled to vote on the Plan. FORBES ENERGY: Hires Snow Spence Green as Local Counsel ------------------------------------------------------- Forbes Energy Services Ltd., and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the Southern District of Texas to employ Snow Spence Green LLP as local counsel for the Debtors and Debtors-in-Possession, nunc pro tunc to January 22, 2017. The Debtors require SSG to: a. advise the Debtors with respect to their powers and duties under the Bankruptcy Code in connection with this case and in the continued management and operation of their businesses and properties; b. advise the Debtors on the legal and administrative requirements of operating in chapter 11 and compliance with the applicable Bankruptcy Rules, Local Rules, Complex Case Procedures and related matters; c. attend meetings and negotiate with representatives of creditors and other parties in interest; d. take all necessary actions to protect and preserve the Debtors' estates; e. file pleadings in connection with these chapter 11 cases, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtors’ estates; f. take any necessary action on behalf of the Debtors with respect to the approval of a disclosure statement and confirmation of the Debtors' prepackaged chapter 11 plan and all documents related thereto; and g. perform other legal services for the Debtors that may be necessary and proper in these proceedings. SSG lawyers and professionals who will work on the Debtors' cases and their hourly rates are: Phil Snow, Esq. $650 Kenneth Green, Esq. $500 Paralegals $125 SSG received a retainer payment of $75,000 from the Debtors on December 7, 2016, which has been applied to prepetition services rendered to the Debtors after receipt of the retainer. SSG will also be reimbursed for reasonable out-of-pocket expenses incurred. Kenneth Green, Esq., a partner of the law firm of Snow Spence Green LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The following is provided in response to the request for additional information set forth in D1 of the U.S. Trustee's Appendix B Guidelines: -- The Debtors has approved the budget and staffing plan. The Court has scheduled a hearing to consider confirmation of the Debtors' Plan for March 8, 2017. Upon (i) the confirmation and effectiveness of the Plan, and (ii) following Court approval of SSG's application for payment of fees and reimbursement of fees, the Debtors shall pay any such approved fees and expenses pursuant to such Plan. The Debtors have filed their Application to Employ and Retain Pachulski Stang Ziehl & Jones LLP as Counsel for the Debtors and Debtors in Possession. The Debtors and SSG represent that they will avoid duplication of efforts and overlap of for the services provided by SSG in this Application and the services to be performed in the PSZJ Application. SSG can be reached at: Kenneth Green, Esq. Snow Spence Green LLP 2929 Allen Parkway, Suite 2800 Houston, Harris County, TX 77019 Tel: 713-335-4830 Fax: 713-335-4930 About Forbes Energy Alice, Texas-based Forbes Energy Services Ltd. (OTC Pink: FESL) -- http://www.forbesenergyservices.com/-- is an independent oilfield services contractor that provides a broad range of drilling-related and production-related services to oil and natural gas companies, primarily onshore in Texas and Pennsylvania. The Company's balance sheet at Sept. 30, 2016, showed total assets of $332.6 million, total liabilities of $337.0 million, $15.10 million series B senior convertible preferred shares, and a stockholders' deficit of $19.57 million. Forbes Energy Services Ltd. filed voluntary petitions for reorganization under chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-20023) on Jan. 22, 2017, for itself and its principal subsidiaries pursuant to the terms of the previously disclosed Restructuring Support Agreement with certain holders of the Company's 9% senior unsecured notes due 2019. The Debtors tapped Pachulski Stang Ziehl & Jones LLP as lead counsel, and Snow Spence Green LLP as local counsel. Alvarez & Marsal Holdings, LLC serves as the Debtors' financial advisors. Jefferies LLC serves as the Debtors' investment bankers. The Debtors' corporate and securities counsel is Winstead PC. Kurtzman Carson Consultants LLC serves as the Debtors' solicitation and balloting consultants. * * * Judge David R. Jones will hold a hearing on March 8, 2017, at 10:00 a.m. (prevailing Central Time) to consider the adequacy of the disclosure statement explaining the Debtors' prepackaged Chapter 11 plan. Under the Plan, holders of Class 5 General Unsecured Claims -- estimated at approximately $4 million to $8 million -- are unimpaired, and will receive payment in full under the Plan. The Plan is supported by the Debtors and the supporting noteholders representing approximately 65.40% of the allowed senior unsecured notes claims. After months of active and arm's-length negotiations, the Debtors, in consultation with its advisors, reached agreement on the terms of the Plan with the supporting noteholders, representing a substantial majority by principal amount of the Holders of Senior Unsecured Notes Claims. The Debtors believe that the Plan is the best restructuring alternative reasonably available to the Debtors. Because holders of Senior Unsecured Notes Claims are the only impaired creditor class under the Plan, only the holders are entitled to vote on the Plan. FORMOSA PLANTATION: Hires Mitchell C. Compeaux, CPA as Accountant ----------------------------------------------------------------- Formosa Plantation, LLC seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Mitchell C. Compeaux, CPA as accountant for the Debtor. The Debtor requires the Accountant to prepare tax returns and year-end financial statements, and services directly related to that function. The Debtor will compensate the Accountant and its employees at $120 per hour. The Accountant will also be reimbursed for reasonable out-of-pocket expenses incurred. Mitchell C. Compeaux, CPA, assured the Court that the firm does not represent any interest adverse to the Debtor and its estates. The Accountant may be reached at: Mitchell C. Compeaux, CPA 10674 LA-1 Lockport, LA 70374-4252 Phone: (985) 532-9100 About Formosa Plantation Formosa Plantation, LLC, based in Cut Off, La., filed a Chapter 11 petition (Bankr. E.D. La. Case No. 16-12645) on October 26, 2016. The Hon. Elizabeth W. Magner presides over the case. Christopher T. Caplinger, Esq., at Lugenbuhl, Wheaton, Peck, Rankin & Hubbard, serves as bankruptcy counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Anthony J. Guilbeau, Jr., member. A list of the Debtor's 10 unsecured creditors is available for free at http://bankrupt.com/misc/laeb16-12645.pdf GAVILAN RESOURCES: S&P Assigns 'B' CCR; Outlook Stable ------------------------------------------------------ S&P Global Ratings assigned its 'B' corporate credit rating to Gavilan Resources LLC. The outlook is stable. At the same time, S&P assigned its 'BB-' issue-level rating and '1' recovery rating to the company's $350 million second-lien term loan due 2024. The '1' recovery rating indicates S&P's expectation of very high (90% to 100%) recovery to creditors in the event of a payment default. S&P expects the company to use the proceeds to fund a portion of its $1.1 billion acquisition of oil and gas producing properties in the Eagle Ford shale (South Texas). Gavilan Resources LLC is a private exploration and production company that will focus exclusively on the Eagle Ford shale play in South Texas. In January, the company entered into a 50/50 partnership with operator Sanchez Energy Corp. to jointly acquire a 49% interest in 318,000 gross acres and over 1,400 producing wells in the Eagle Ford shale from Anadarko Petroleum for $2.3 billion. Gavilan will fund its 50% portion of the acquisition with about 40% debt and 60% equity contributed by private equity firm The Blackstone Group. The debt will consist of $82 million drawn on a $350 million five-year revolving credit facility and a $350 million second-lien term loan due 2024 "The stable outlook reflects our expectation that Gavilan Resources will be able to successfully grow production and reserves on the acquired properties and deepen its management team, while maintaining funds from operations to debt of around 20% and adequate liquidity," said S&P Global Ratings credit analyst Carin Dehne-Kiley. S&P could lower the rating if funds from operations (FFO)/debt remained below 20% for a sustained period, which would most likely occur if the company fails to increase production as expected or outspends cash flows by more than S&P currently anticipates. S&P could raise the rating if the company successfully increases production and develops reserves to levels commensurate with higher rated peers, while maintaining FFO to debt above 20% and adequate liquidity. GIBSON ENERGY: S&P Revises Outlook to Stable & Affirms 'BB' CCR --------------------------------------------------------------- S&P Global Ratings said it revised its outlook on Gibson Energy ULC to stable from negative. At the same time, S&P Global Ratings affirmed its 'BB' long-term corporate credit and senior unsecured debt ratings on the company. The '3' recovery rating on the debt is unchanged, and indicates that lenders can expect meaningful (50% to 70%; lower half of the range) recovery if a default occurs. Gibson entered an agreement with Superior Plus L.P. to divest its industrial propane business (which generates about C$40 million of EBITDA) for C$412 million in cash, to be received in cash no later than April 3, 2017. The sale is structured as an option, closing risk and all economic benefit transfer to Superior, which then takes the risk of regulatory approval. The transaction will strengthen Gibson's capital structure through funding capital expenditures and debt reduction. "We base the outlook revision on the company's strategy to reduce leverage from the proceeds of divesture of its industrial propane business," said S&P Global Ratings credit analyst Gerry Hannochko. S&P's forecast financial metrics for Gibson are now stronger, with funds from operations (FFO)-to-debt at 23%-26% and debt-to-EBITDA near 3.0x over the next two years. Reduction in debt, coupled with an expected increase in EBITDA from ongoing terminal expansions, have led to this improvement. Moreover, as terminaling and storage projects have entered service, S&P expects some strengthening in the business risk profile, from contracted, stable take-or-pay cash flows. S&P expects the EBITDA contribution from the company's terminals and pipelines segment to make up approximately 50% of EBITDA in the next two years. "We assess Gibson's business risk profile as fair, based on the company's mix of midstream businesses and the higher-risk oilfield services businesses, and the contractual profiles of these segments. Earlier this year, Gibson changed its external segment reporting and realigned its management structure to gain efficiencies and cost savings. Competitive pressures and economic conditions have continued to affect the company's various segments, including logistics (truck transportation and environmental services segments) and wholesale business (crude oil logistics, natural gas liquids, and propane marketing and distribution). The wholesale segment's profitability is not as stable because it largely depends on highly volatile and unpredictable crude differentials. We expect contractedness within the terminals and pipelines segment to improve as the new projects increase the proportion of take-or-pay EBITDA. An increase in fee-for-service arrangements reduces commodity exposures and the improving contractual profiles with investment-grade counterparties help reduce counterparty risk," S&P said. S&P continues to assess Gibson's financial risk profile as significant, with the leverage at the midpoint of S&P's category. S&P expects the company's dividend policy as a proportion of discretionary cash flow to be consistent. The proceeds from the divesture of propane business will also enable Gibson to fund capital programs within the infrastructure segment. As a result, S&P expects solid credit metrics to support the rating over the next couple of years. The stable outlook reflects S&P Global Ratings' view that Gibson will continue to expand the more stable terminals and pipeline segments through organic growth, and that the proceeds from the recent sale of the propane distribution business will finance the company's capital program. S&P expect that the option will be exercised by year-end. A downgrade could occur if debt-to-EBITDA deteriorates and stays above 3.5x, or if Gibson embarks on more aggressive financing of growth and acquisition initiatives. S&P could upgrade the company if the financial risk profile improves to intermediate from significant, which could occur if forecast debt-to-EBITDA stays at about 2.5x and FFO-to-debt above 30%. GIGA-TRONICS INC: Not Complying With NASDAQ's $2.5M Equity Rule --------------------------------------------------------------- Giga-tronics Incorporated received a notification letter from The NASDAQ Stock Market on Feb. 8, 2017, advising the Company of its failure to comply with the required minimum of $2,500,000 in shareholders' equity for continued listing on NASDAQ, pursuant to NASDAQ listing rule 5550(b)(1). The Company fell below the minimum requirement with reported shareholders' equity of $2,125,000 in its Form 10-Q for the quarterly period ended Dec. 24, 2016. NASDAQ stated in the letter that under the listing rules the Company has 45 calendar days to submit a plan to regain compliance. If the plan is accepted by NASDAQ, an extension of up to 180 calendar days from Feb. 8, 2017, may be granted to the Company to provide evidence of compliance. If the plan is not accepted by NASDAQ, the Company will have the opportunity to appeal that decision to a Hearings Panel. The Company is currently working on a plan to submit to NASDAQ within the requisite 45-day period to reach the required minimum of $2,500,000 in shareholders' equity. "While the Company intends to present a viable plan to regain compliance, there can be no assurance that NASDAQ will grant the Company's request for continued listing, or that the Company's plans to comply with the required minimum of $2,500,000 in shareholders' equity will be successful. If the Company's Common Stock ceases to be listed for trading on NASDAQ, the Company expects that its Common Stock would be traded on the Over-the-Counter Bulletin Board on or about the same day," according to a Form 8-K report filed with the Securities and Exchange Commission. About Giga-Tronics Headquartered in San Ramon, California, Giga-tronics Incorporated includes the operations of the Giga-tronics Division and Microsource Inc. (Microsource), a wholly owned subsidiary. Giga-tronics Division designs, manufactures and markets the new Advanced Signal Generator (ASG) for the electronic warfare market, and switching systems that are used in automatic testing systems primarily in aerospace, defense and telecommunications. Giga-tronics incurred a net loss of $4.10 million for the year ended March 26, 2016, following a net loss of $1.67 million for the year ended March 28, 2015. As of Dec. 24, 2016, Giga-tronics had $12.19 million in total assets, $10.07 million in total liabilities and $2.12 million in total shareholders' equity. Going Concern Doubt "The Company has experienced delays in the development of features, orders, and shipments for the new ASG. These delays have contributed, in part, to a decrease in working capital from $1.8 million at March 26, 2016, to $684,000 at December 24, 2016. The new ASG product has shipped to several customers, but potential delays in the development of features, longer than anticipated sales cycles, or the ability to efficiently manufacture the ASG, could significantly contribute to additional future losses and decreases in working capital. "To help fund operations, the Company relies, in part, on advances under the line of credit with Bridge Bank. The line of credit expires on May 7, 2017. The agreement includes a subjective acceleration clause, which allows for amounts due under the facility to become immediately due in the event of a material adverse change in the Company's business condition (financial or otherwise), operations, properties or prospects, or ability to repay the credit based on the lender's judgment. As of December 24, 2016, the line of credit had an outstanding balance of $704,000, and additional borrowing capacity of $1.7 million. "These matters raise substantial doubt as to our ability to continue as a going concern," the Company stated in its quarterly report for the period ended Dec. 24, 2016. GOOD SHEPHERD: Moody's Gives Caa1 Rating to New Series 2017A Bonds ------------------------------------------------------------------ Issue: Hospital Revenue Refunding Bonds, Series 2017A; Rating: Caa1; Rating Type: Underlying LT; Sale Amount: $69,200,000; Expected Sale Date: 02/21/2017; Rating Description: Revenue: Other; Summary Rating Rationale Moody's Investors Service assigns a Caa1 to Good Shepherd Health System's proposed Hospital Revenue Refunding Bonds, Series 2017A ($69.2 million). The bonds mature October 1, 2029. Moody's is affirming the Caa1 and Caa1/SG ratings on outstanding bonds, affecting $145 million of debt. The outlook is revised to stable from negative. Affirmation of the Caa1 and outlook revision to stable is based on the execution of an agreement on February 1, 2017 whereby CHRISTUS Health (rated A1) is now the sole corporate member of GSHS, which is expected to bring management expertise and extensive initiatives during a financial turnaround. The affirmation also considers the expected waivers of financial covenants and reporting requirements, effective with the proposed Series 2017A issuance, which will reduce near-term acceleration risk. The Caa1 reflects GSHS's material cashflow losses and liquidity declines, a sizable mandatory tender in three years and covenant breach in the absence of waivers. It is not currently contemplated that GSHS will become a member of the CHRISTUS Health obligated group nor that CHRISTUS Health or any of its obligated group affiliates will assume any obligations with respect to GSHS's outstanding bonds or other secured debt. While a non-obligated CHRISTUS Health subsidiary is guaranteeing the proposed Series 2017A bonds, the guarantee is only for the initial 3-year interest period and is only enforceable after default. The SG short-term rating on the Series 2015A bonds (to be refunded) reflects the short-term tender on these bonds, which was under three years at the time of issuance. The Series 2017A bonds do not carry a short-term rating since the tender is over three years from expected issuance. Rating Outlook The stable outlook reflects expected management and financial benefits from CHRISTUS Health's control of the system and reduction of acceleration risk in the near-term following expected waiver of financial covenants. Factors that Could Lead to an Upgrade Further demonstrable and sustained financial support from CHRISTUS Health Significant and sustained improvement in operating margins and liquidity Elimination of refinancing risk Stability of volumes Factors that Could Lead to a Downgrade Adverse change in relationship with CHRISTUS Health Failure to demonstrate sustained operating improvement to meet covenants post waiver Acceleration of rate of liquidity decline Reduction in expected recovery on defaulted bonds Bankruptcy or restructuring Legal Security The bonds are secured by gross revenues of the GSMC Obligated Group, which includes the parent Good Shepherd Health System, Good Shepherd Medical Center, and Good Shepherd Medical Center Marshall. The Obligated Group has granted a deed of trust lien on its leasehold estate in the Medical Center Hospital and related personal property and Marshall has granted a lien on the real and personal property constituting the Marshall Hospital facilities in order to further secure payment of the issued debt under the Master Indenture. Use of Proceeds Proceeds from the Series 2017A bonds will refinance the Series 2015A bonds. Obligor Profile Good Shepherd Health System consists of two acute care hospitals, clinics, physician networks, a joint venture ambulatory surgery center, a joint venture home health agency and other ancillary services. The health system's flagship hospital, Good Shepherd Medical Center, operates in Longview, Texas and staffs 399 beds. Methodology The principal methodology used in this rating was Not-For-Profit Healthcare Rating Methodology published in November 2015. GRACIOUS HOME: Has Court's Final Nod to Obtain $3MM Financing ------------------------------------------------------------- The Hon. Mary Kay Vyskocil of the U.S. Bankruptcy Court for the Southern District of New York granted Gracious Home LLC and its affiliated debtors final authorization to obtain postpetition financing from Gracious Home Lending LLC and grant security interests and superpriority administrative expense status. The Debtors are authorized, on a final basis, to borrow from the DIP Lender under the DIP Facility in an aggregate principal amount up to $3 million, subject to the terms and conditions set forth in the DIP financing documents and the final court order. Alex Wolf, writing for Bankruptcy Law360, reports that the Court has allowed the Debtor to pay administrative and operating costs from a $3 million credit facility funded by the DIP Lender. The final court order is available at: http://bankrupt.com/misc/nysb16-13500-201.pdf As reported by the Troubled Company Reporter on Feb. 3, 2017, the Debtors sought court permission to obtain a $3 million postpetition financing from the DIP Lender, to be used to satisfy the prepetion secured claim of Signature Bank's assignee, and provide the Debtors with needed working capital. About Gracious Home LLC Gracious Home LLC and its affiliates filed for bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-13500) on Dec. 14, 2016. The Debtors estimated $10 million to $50 million in assets and liabilities as of the bankruptcy filing. The Debtors tapped Joseph J. DiPasquale, Esq., at Trenk, Dipasquale, Della Ferra & Sodono, P.C., as counsel. The Debtors also tapped B. Riley & Co. as restructuring advisor, A&G Realty Partners, LLC, as real estate advisor, and Prime Clerk LLC as claims and noticing agent. The Office of the U.S. Trustee on Jan. 6, 2017, appointed five creditors of Gracious Home LLC to serve on an official committee of unsecured creditors. GREEN FUEL: Can Use Cash Collateral on an Interim Basis ------------------------------------------------------- Judge Brenda Moody Whinery of the U.S. Bankruptcy Court for the District of Arizona authorized Green Fuel Technologies, LLC, to use cash collateral on an interim basis. Judge Whinery limited the Debtor's use of cash collateral to postpetition payroll, which includes employee wages, taxes, benefits, union dues, and other customary withholdings in an amount not to exceed $30,000 per week. She held that no insiders may be paid with cash collateral absent further order of the Court. The approved payroll Budget provided for total payroll in the amount of $24,361 for the week ending Feb. 3, 2017, $26,900 for the week ending Feb. 10, 2017, and $20,900 for the week ending Feb. 17, 2017. UMB Bank and WebBank are granted valid, binding, enforceable and fully perfected replacement liens in the prepetition collateral. They are also granted an allowed administrative claim to the extent that the Replacement Liens do not adequately protect the diminution in the value of the prepetition lenders interests in the collateral from the Petition Date. The Debtor was directed to provide UMB Bank with weekly updated accounts receivable aging detail reports. A full-text copy of the Order, dated Feb. 8, 2017, is available at http://bankrupt.com/misc/GreenFuel2017_217bk00594bmw_35.pdf UMB Bank is represented by: Kyle Hirsch, Esq. BRYAN CAVE Two North Central Ave., Suite 2100 Phoenix, AZ 85004 About Green Fuel Technologies Green Fuel Technologies, based in Phoenix, Ariz., filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 17-00594) on Jan. 20, 2017. The petition was signed by John Casey, managing member. The case is assigned to Judge Brenda Moody Whinery. At the time of the filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Pernell W. McGuire, Esq., at Davis Miles McGuire Gardner, PLLC, serves as bankruptcy counsel to the Debtor. HAPPY JACK'S: Hires Schroeder & Schreiner as Accountants -------------------------------------------------------- Happy Jack's Petroleum, Inc., seeks authorization from the U.S. Bankruptcy Court for the District of Nebraska to employ Schroeder & Schreiner PC as accountants for the Debtor. The Debtor requires the Firm to advise in matters pertaining to financial operations and management of the Debtor. The Debtor will compensate the Firm with reasonable fees to be determined by the Court. The Firm will make periodic applications for interim compensation pursuant to local rules and other orders by the Court. Bruce E. Schreiner, shareholder in the accounting firm of Schroeder & Schreiner, PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The Firm may be reached at: Bruce E. Schreiner Schroeder & Schreiner, PC 2535 N. Carleton Avenue, Suite B Grand Island, NE 68803 Phone: 308-381-1355 Fax: 308-381-6557 E-mail: bruce@ss-cpas.com About Happy Jack's Petroleum, Inc. Happy Jack's Petroleum, Inc. dba Happy Jack's, dba Happy Jack's C Store, dba Happy Jack's Travel Stop, based in Brule, Nebr., filed a Chapter 11 petition (Bankr. D. Neb. Case No. 16-41395) on September 16, 2016. The petition was signed by Wade Hill, vice president. Judge Thomas L. Saladino presides over the case. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. William L. Biggs, Jr., Esq. and Frederick D. Stehlik, Esq. of Gross & Welch, P.C., L.L.O. serve as the Debtor's bankruptcy counsels. The Debtor employs McPherron, Skiles & Loop, CPAs, P.C. as accountants. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/neb16-41395.pdf HOMER CITY GENERATION: Defends Ch 11 Plan Against US Trustee ------------------------------------------------------------ Homer City Generation, L.P., filed with the U.S. Bankruptcy Court for the District of Delaware a response to the objections to the confirmation of its prepackaged plan of reorganization by the Office of the U.S. Trustee for the District of Delaware and Cleveland Brothers Equipment Co. Alex Wolf, writing for Bankruptcy Law360, reports that the Debtor on Feb. 13 that the third-party releases included in its Plan are necessary. Through the restructuring embodied in the Plan, the Debtor was able to: a. get its noteholders to agree to convert all of their secured debt into equity; b. have unsecured creditors be paid in full in the ordinary course of business, even though secured creditors are receiving a significant haircut on their claims; c. get GE (the indirect equity sponsor and substantial noteholder) to take a large reduction on its pro rata share of the recovery afforded to Noteholders under the Plan, plus contribute $3M in cash, plus provide transitional services, all while receiving nothing on account of its equity interests; d. renegotiate key contracts with its primary coal supplier, Consol Pennsylvania Coal Company, LLC, and its operations and maintenance provider, NRG Homer City Services LLC; e. allow every executory contract to be assumed; and f. line up a $150M Term B exit facility with Morgan Stanley as lead arranger. The Debtor says that given these tremendous achievements, it is no surprise that the market has applauded the Debtor's efforts. An unusually high percentage of Noteholders voted on the plan -- almost 96.5%. Despite the fact that the Noteholders are the only constituency not receiving payment in full under the Plan (other than intercompany claims and equity, which are deemed to reject the Plan), 100% of the Noteholders who voted have voted in favor of the Plan. All unsecured creditors were provided with a notice that explained that by filing a pleading with the court they could opt out of giving a third party release. Only one unsecured creditor, Cleveland Brothers, exercised this right. After receiving the Cleveland Brothers Objection, the Debtor and Cleveland Brothers (which actually had been paid in full before it objected) fully resolved the Cleveland Brothers Objection, which includes the Debtor honoring the opt-out. The Debtor says that it also has worked diligently to resolve the U.S. Trustee objection. The Debtor spent about two weeks with the U.S. Trustee to satisfy the U.S. Trustee's concerns with the Plan, and exchanged multiple revised drafts with the U.S. Trustee. The objections that remain before the Court involve these issues: a. given the substantial consideration the released parties have provided to the Debtor and its estate, should the released parties receive releases not only from those who sent in ballots that voted in favor of the Plan, or from those that rejected the Plan and did not opt out of the releases (of which there are none), but also from those creditors in Class 3 who failed to submit a ballot and those in Class 4 who received a notice stating that they could opt out by filing a pleading but did not? b. can the disbursing agent be exculpated for performing its duties in accordance with the Plan, subject to typical limitations for gross negligence, willful misconduct and fraud, as well as malpractice? According to the Debtor, the issues should be resolved in the Debtor's favor given the unique context and factual background of this case. A copy of the response to the U.S. Trustee's objection is available at http://bankrupt.com/misc/deb17-10086-149.pdf About Homer City Homer City Generation, L.P., is the owner of a coal-fired, independent power production plant located in Homer City, Pennsylvania, about 45 miles east of Pittsburgh. Non-debtor EFS Homer City, LLC, owns 95.04% of the partnership interests of Homer City. Metropolitan Life Insurance Company, which is also not a Debtor in these cases, owns 4.96% of the partnership interests of Homer City. Homer City filed a voluntary case under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 17-10086) on Jan. 11, 2017. The case has been assigned to Judge Mary F. Walrath. At the time of filing, the Debtor estimated assets at $1 billion to $10 billion and liabilities at $500 million to $1 billion. The Debtor is represented by Joseph Charles Barsalona II, Esq., Mark D. Collins, Esq., Andrew Dean, Esq. and Russell C. Silberglied, Esq., at Richards; PJT Partners serves as its financial advisor and Zolfo Cooper as its restructuring advisor. Epiq Bankruptcy Solutions, LLC, serves as the Debtor's claims and administrative advisor. O'Melveny and Myers LLP and Young Conaway Stargatt & Taylor, LLP, serve as legal advisors to the ad hoc group of noteholders and Houlihan Lokey serve as the financial advisor to the ad hoc group of noteholders. HOUGHTON MIFFLIN: Moody's Lowers Corporate Family Rating to B3 -------------------------------------------------------------- Moody's Investors Service downgraded Houghton Mifflin Harcourt Publishers Inc.'s Corporate Family Rating to B3 from B2, and senior secured bank credit facility rating to B3 from B2. Moody's affirmed the Probability of Default Rating at B3-PD. The Speculative Grade Liquidity Rating was lowered to SGL-3 from SGL-2. The rating outlook is negative. The downgrade reflects revenue pressures in the K-12 learning materials sector because of increased competition accompanying the gradual transition away from print-based products, incremental challenges for HMH based on weak open territory performance and underinvestment in certain adoptions, and the company's negative free cash flow, loss of market share and aggressive financial policy. Houghton Mifflin Harcourt Publishers Inc.: Ratings Downgraded: -- Corporate Family Rating, downgraded to B3 from B2 -- $800 million senior secured term loan due 2021, downgraded to B3 (LGD4) from B2 (LGD3) -- Speculative Grade Liquidity Rating, lowered to SGL3 from SGL-2 Ratings Affirmed Probability of Default Rating, B3-PD Outlook Action: Outlook is Negative RATINGS RATIONALE HMH's operating performance is pressured by a secularly challenged K-12 education market including lower than expected adoption market spending in 2016, and the company's underinvestment in a key adoption product in California English Language Arts program. The loss of adoption market share accompanied by weak open territory performance resulted in management estimated total market share declining from 42% to 38%-39%. Organic revenues excluding the impact of the EdTech acquisition declined 2.8% through September 2016. A 10.3% decline in organic billings in the first nine months of 2016 also indicates that revenue pressure will persist into 2017. Further challenging the financial situation of the company are the share buybacks that were implemented in the first half of 2016, leaving reduced financial flexibility for managing the unexpectedly weaker performance and negative free cash flow. Though the 2017 adoption market is expected to improve relative to 2016 and the expectation that Houghton Mifflin will bid on a higher percentage of available adoptions, Moody's remains concerned that additional market share loss, or delayed adoptions or weaker sales in the open territory will continue to pressure revenues and liquidity. This is the second year in the row of weak performance for HMH, leaving limited room for further deterioration. For LTM period ending in September 2016, debt-to-cash EBITDA leverage was 8.4x, and is expected to remain above 8x over the next 12-18 months driven by Moody's expected weakness in HMH sales and billings in both adoption and open territory markets as recent underperformance may continue, even if these markets provide for overall increased industry spend. Moody's expects competition in the K-12 market to remain fierce, with traditional publishers competing for limited educational materials dollars alongside with smaller, technologically focused and nimble curricula providers. Furthermore, secular public funding pressures will remain, as schools focus on making the most efficient use of their limited education budgets. Moody's expects digital adoption of courseware in the K-12 market to remain slow, as financial and technological limitations continue to weigh on transition to a service-like model for educational software. Moody's estimates free cash flow to debt to be negative, as HMH will need to continue investing in its products to effectively compete in the marketplace. Moody's forecast does not incorporate additional incremental share buybacks or dividends over the next 12 months. The speculative-grade liquidity rating downgrade to SGL-3 from SGL-2 reflects Moody's expectations for negative free cash flow and an erosion of the cash balance because of operating losses and share repurchases in 2016. HMH's adequate liquidity is nevertheless supported by its $216 million of cash and investments, undrawn $250 million revolver, lack of meaningful near term maturities, lack of term loan financial maintenance covenants, and a springing minimum fixed charge coverage ratio on the revolver that Moody's does not expect to be triggered. The negative rating outlook incorporates Moody's expectations for weakness of HMH market share in the K-12 market over the next 12 months and flat to slightly negative industry sales for K-12 market, despite expected higher levels of adoptions. Moody's anticipates HMH earnings to decline through 2017 but expects the company to manage its cost-base appropriately should actual sales and billings miss expectations further. Ratings could be downgraded if investment spending or operating weakness leads to continued negative free cash flow, diminishing the company's liquidity position further. Weak liquidity reduces the company's flexibility to invest and execute growth initiatives and could lead to downward rating pressure. Further market share erosion and extended delays in local or state spending on education materials could also result in a downgrade. Given the negative outlook, an upgrade is unlikely over the next 12-18 months. The company would need to stabilize and grow revenue and earnings, generate positive free cash flow and meaningfully reduce leverage to be considered for an upgrade. The principal methodology used in these ratings was Global Publishing Industry published in December 2011. Houghton Mifflin Harcourt Company, headquartered in Boston, MA, is one of the three largest U.S. education publishers focusing on the K-12 market with an estimated $1.4 billion of reported revenue for the 12 months ended September 30, 2016. Houghton Mifflin Harcourt Company is the ultimate parent of Houghton Mifflin Harcourt Publishers, Inc. (HMH), which is a joint and several co-borrower of the rated debt along with Houghton Mifflin Harcourt Publishing Company and HMH Publishers LLC. The largest shareholder is Anchorage Capital with approximately 16.3% ownership of the company; Fidelity Investments, the Vanguard Group and Blackrock each hold 5% - 10%, with the remainder being widely held. HPA NORTHRIDGE: Court Allows Use of Cash Collateral on Final Basis ------------------------------------------------------------------ Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York authorized HPA Northridge, LLC to use cash collateral on a final basis. The Court had previously authorized the Debtor to use cash collateral on an interim basis through February 7, 2017. Lawrence D. Johnson, Trustee of the SJ Trust dated November 24, 1999 and William P. Johnson, Trustee of the DJ Trust dated November 24, 1999, known collectively as Creditor, assert liens on the Debtor's Property and the rents from the Property. The Creditor consents to the use of cash collateral, consisting of rents, from the entry of the Court's Final Order until the Termination Date. The Creditor will be provided with continuing liens and security interests to the extent that such liens or security interests exist under the Loan Documents, and a replacement first priority perfected security interest, subject only to a $10,000 carve out for chapter 7 administration expenses, in all collateral generated after the Petition Date. The Debtor is directed to make monthly payments of $34,747 to the Creditor, and provide the Creditor and its counsel periodic reporting. The Debtor is further directed to maintain insurance on the Property, at all times, in the amounts and under the terms provided in the Loan Documents, and to name the Creditor as an additional loss payee. The Debtor's authority to use cash collateral will terminate upon the earlier to occur of: (1) the 90th day following the entry of the Court's Final Order; and (2) the occurrence of an Event of Default. A full-text copy of the Final Order, dated Feb. 8, 2017, is available at http://bankrupt.com/misc/HPANorthridge2016_1613376smb_21.pdf About HPA Northridge, LLC HPA Northridge LLC, based in New York, N.Y., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-13376) on Dec. 2, 2016. The petition was signed by Joel I. Beeler, manager. The case is assigned to Judge Stuart M. Bernstein. The Debtor is represented by Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP. The Debtor disclosed $4.27 million in total assets and $2.64 million in total liabilities. ILLINOIS POWER: Confirmed Prepackaged Plan Declared Effective ------------------------------------------------------------- BankruptcyData.com reported that the U.S. Bankruptcy Court approved Illinois Power Generating Company's (Genco) Disclosure Statement and concurrently confirmed its Prepackaged Chapter 11 Plan of Reorganization on January 25, 2017. According to documents filed with the Court, "Dynegy will serve as co-sponsor and co-proponent of the Plan and is participating in the Plan with Genco, but, for the avoidance of any doubt, only Genco intends to commence the Chapter 11 Case (subject to the terms and conditions of the Support Agreement and approval by Genco's board of directors) and Dynegy is not commencing a case under Chapter 11 or otherwise. Dynegy will issue the Dynegy Notes and the Dynegy Warrants, and Genco will provide the cash portion of the Eligible Holder Distribution, the Non-Eligible Holder Distribution and the Support Agreement Fee; provided, that if the cash available at Genco on the Plan Effective Date is insufficient to pay such amounts and other amounts then payable by Genco, Dynegy will provide Genco with the funds necessary to pay the difference through the Genco Working Capital Facility." In a separate report in early February 2017, BankruptcyData.com related that Illinois Power's Prepackaged Chapter 11 Plan has become effecive, and the Company emerged from Chapter 11 protection. BankruptcyData.com further noted that, "The Liquidation Analysis for Reorganized Illinois Power estimates the Net Realizable Liquidation Proceeds to be between $161.5 million and $195.4 million. The recovery rate to the Total Secured Claims is estimated to be 100%. The recovery rate to Total Unsecured Claims is estimated to be 16% to 20%." BankruptcyData's Summary also explains that under the Plan, "Other Priority Claims, Secured Claims and General Unsecured Claims will be paid in full or otherwise will be satisfied in full, for a 100% rate of recovery. Noteholder Claims will receive its pro rata share of the Cash Consideration, New Dynegy Notes, and New Dynegy Warrants, for a 39% rate of recovery. All Equity Interest will be reinstated on the Effective Date." A corporate release notes that the Plan eliminates $825 million of unsecured Genco bonds and provided participating eligible Genco bondholders their share (across all noteholders) of approximately $181.7 million of 8.034% new Unsecured Senior Notes due 2024 issued by Dynegy with covenants that are substantially similar to Dynegy's existing 5.875% Senior Notes due 2023, 8.6 million seven-year warrants issued by Dynegy that are each exercisable into one share of Dynegy common stock for an exercise price of $35.00 and $87.1 million of cash. About Illinois Power Illinois Power Generating Company is an electric generation subsidiary of Illinois Power Resources, LLC, which is an indirect wholly-owned subsidiary of Dynegy Inc. The Company is headquartered in Houston, Texas and were incorporated in Illinois in March 2000. It owns and operates a merchant generation business in Illinois. The Company has an 80 percent ownership interest in Electric Energy, Inc., which it consolidates for financial reporting purposes. EEI operates merchant electric generation facilities in Illinois and FERC-regulated transmission facilities in Illinois and Kentucky. The Company also consolidates its wholly-owned subsidiary, Coffeen and Western Railroad Company, for financial reporting purposes. Illinois Power reported a net loss of $563 million on $534 million of revenues for the year ended Dec. 31, 2015, compared to a net loss of $48 million on $648 million of revenues for the year ended Dec. 31, 2014. As of June 30, 2016, the Company had $550 million in total assets, $986 million in total liabilities, and a total deficit of $436 million. * * * In June 2016, S&P Global Ratings revised its outlook on Illinois Power Generating Co. to negative from stable. At the same time, S&P affirmed the 'CCC+' corporate credit rating and 'CCC+' ratings on the senior unsecured debt. In October 2016, Moody's Investors Service downgraded the corporate family rating, Probability of Default rating (PD) and senior unsecured rating of Illinois Power Generating Company to 'Ca' from 'Caa3'. The speculative grade liquidity rating is affirmed at 'SGL-4'. The rating outlook is negative. INSTITUTE OF CARDIOVASCULAR: Needs Until May 15 to File Ch. 11 Plan ------------------------------------------------------------------- Institute of Cardiovascular Excellence, PLLC, and its affiliated Debtors ask the U.S. Bankruptcy Court for the Middle District of Florida to extend their exclusive period to file a plan of reorganization, through and including May 15, 2017 and their exclusive period to solicit acceptances of a plan through and including July 17, 2017. The Debtors tell the Court that although the sale process of its assets has already been completed, the Debtors, however, are currently examining claims and possible objections. The Debtors further tell the Court that said dispositions will have material impacts on the plan. In addition, the Debtors contend that they are attempting to collect all receivables for the estate. The Debtors also contend that they will be in a better position to determine whether significant distributions to unsecured creditors will be made once the funds retrieved are more certain, and the administrative costs are ascertained. About Institute of Cardiovascular Excellence, PLLC Institute of Cardiovascular Excellence, PLLC, based in Ocala, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-01491) on April 20, 2016. The petition was signed by Asad Qamar, manager. Judge Jerry A. Funk presides over the case. The Debtor estimated $0 to $50,000 in assets and $10 million to $50 million in liabilities at the time of the filing. The Debtor is represented by Aaron A Wernick, Esq., at Furr & Cohen, PA. The Debtor employs Jameson Vicars of Jameson Vicars & Co., CPAS as Accountant; Tracy Mabry Law, PA. as special counsel; and Ackerman, LLP as special transactional counsel. No official committee of unsecured creditors has been appointed in the case. INTERIOR LOGIC: S&P Assigns 'B' CCR & Rates $255MM Term Loan 'B' ---------------------------------------------------------------- S&P Global Ratings said it assigned its 'B' corporate credit rating to Interior Logic Group Inc. The rating outlook is stable. Affiliates of Platinum Equity LLC, along with company management, are acquiring Atlanta-based interior installation services company Interior Logic Group Inc. (ILG). At the same time, S&P assigned its 'B' issue-level rating (the same as the corporate credit rating) to the company's proposed $255 million first-lien term loan due 2024. The recovery rating on the first-lien term loan is '3', indicating S&P's expectation of meaningful (50% to 70%, upper half of the range) recovery for lenders in the event of a payment default. "The stable rating outlook on ILG reflects our expectation that the company will be able to sustain pro forma credit measures, with a debt-to-EBITDA ratio of less than 5x and FFO to debt of at least 12%, over the next 12 months," said S&P Global Ratings Pablo Garces. "The outlook further reflects our belief that ILG will maintain adequate liquidity over the next 12 months." S&P could raise its corporate credit rating on ILG over the next 12 months if end market demand in new single-family construction remained steady, growing in the mid-single digit area, causing EBITDA and leverage to improve, with the latter improving to the lower half of the 3x area. Combined with an increase in FFO to debt of more than 20%, this could cause S&P to reassess ILG's financial risk profile as aggressive. Incorporated into the potential for an upgrade would be S&P's assumption that financial sponsor ownership would be committed to maintaining leverage at well under 4x and would refrain from leveraging transactions. A downgrade is less likely in the next 12 months, given S&P's favorable outlook for home construction and repair and replacement spending. However, S&P could take such an action if the U.S. housing recovery stalled unexpectedly or the company experienced difficulties in integrating further acquisitions, increasing operational costs, and gross margins fell in excess of 200 basis points compared with S&P's 2017 forecast, causing leverage to increase to 5x. S&P's economists place a 20% to 25% probability on such a new recession. IOWA HEALTHCARE: Hires Juniper as Investment Banker --------------------------------------------------- Central Iowa Healthcare seeks authorization from the U.S. Bankruptcy Court for the Southern District of Iowa to employ Juniper Advisory LLC as its investment banker. The Debtor requires Juniper to: a. conduct discussions (including individual interviews) with certain directors, officers, employees, agents and representatives of the System, and review information provided by or at the direction of the System to obtain an understanding of the System's businesses, its goals, and prospects; b. review the financial condition of the System; c. identify strategic financial options available to the System to address its business and financial objectives, and facilitate a process to assist the System in deciding upon a preferred option; d. advise and assist the System in developing both general and specific strategies for identifying, evaluating, structuring and consummating a Transaction; e. identify, contact, elicit interest from, screen and evaluate Partners on behalf of the System; f. assist the System and its advisors in the preparation of materials to be distributed to Partners, and the development of procedures for due diligence conducted by Partners; g. present and obtain fully executed copies of confidentiality agreements from Partners; h. conduct discussions with qualified Partners regarding their interest in a Transaction; i. coordinate site and reverse due-diligence visits, as necessary; j. review, evaluate and analyze all proposals that the System receives from Partners; k. assist the System in deciding whether to proceed with a Transaction or with a particular Partner; l. advise the System on financial structures related to a Transaction; m. assist the System in negotiations with Partners; n. participate in the preparation of materials for, and attend meetings with, governmental agencies charged with reviewing or approving the Transaction; and o. participate as necessary in court proceedings in furtherance of the Transaction, including preparation of written declarations or affidavits or presentation of testimony in open court. The Debtor have agreed to pay Juniper the proposed compensation and expense reimbursements in the Engagement Letter: a. A Retainer Fee of $25,000 per calendar month, beginning upon the signing of this Agreement and continuing until the earliest of (i) the date on which the Transaction closes, or (ii) the date on which this Agreement terminates. The Retainer Fee shall be nonrefundable and non-creditable against any Transaction Fees, as described below. b. If the System consummates a Transaction with a Partner during the term of this Agreement, or within 18 months after the termination of this Agreement (the "Tail Period"), the System shall pay to Juniper a cash fee (the "Transaction Fee") equal to: i. $60,000 once Aggregate Consideration reaches $7.5 million, plus ii. 0.75% of Aggregate Consideration between $7.5 million and $13.0 million, plus iii. 4% of Aggregate Consideration between $13 milliom and $15 million, plus iv. 5% of Aggregate Consideration in excess of $15 million. Prior to the filing of this Application, CIH and Juniper executed an investment banking agreement dated February 8, 2016, and pursuant thereto, Juniper received approximately $71,464.15 in compensation for services rendered between February 2016 and September 2016. Upon filing of the bankruptcy case, Juniper filed a proof of claim for accrued but unpaid fees and costs incurred for providing pre-petition services in the approximate amount of $703,550.99. David Gordon, principal of Juniper Advisory, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Juniper may be reached at: David Gordon Juniper Advisory, LLC 191 North Wacker Drive, Suite 900 Chicago, IL 60606 Phone: 312.506.3007 Email: dgordon@juniperadvisory.com About Central Iowa Healthcare The 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. ITT EDUCATIONAL: Capital World Says It's No Longer a Shareholder ---------------------------------------------------------------- Capital World Investors disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 30, 2016, it has ceased to beneficially own shares of common stock of ITT Educational Services, Inc. A full-text copy of the regulatory filing is available for free at https://is.gd/5yfDgw About ITT Educational ITT Educational Services, Inc., is a proprietary provider of post-secondary degree programs in the United States based on revenue and student enrollment. As of Dec. 31, 2015, ITT was offering: (a) master, bachelor and associate degree programs to approximately 45,000 students at ITT Technical Institute and Daniel Webster College locations; and (b) short-term information technology and business learning solutions for individuals. ITT Educational and its subsidiaries ESI Service Corp. and Daniel Webster College, Inc. ceased operations and commenced bankruptcy proceedings by filing voluntary petitions for relief under Chapter 7 of the Bankruptcy Code (Bankr. S.D. Ind.) on Sept. 16, 2016. JARICK LLC: Seeks to Hire Eric A. Liepins as Legal Counsel ---------------------------------------------------------- Jarick, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire legal counsel. The Debtor proposes to hire Eric A. Liepins, P.C. to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. Eric Liepins, Esq., will be paid $275 per hour for his services. The hourly rates charged by the firm for its paralegals and legal assistants range from $30 to $50. Mr. Liepins disclosed in a court filing that his firm does not represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Eric A. Liepins, Esq. Eric A. Liepins, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Telephone: (972) 991-5591 Telecopier: (972) 991-5788 About Jarick LLC Jarick, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Texas Case No. 17-40531) on February 7, 2017. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $1 million. JN MEDICAL: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: JN Medical Corporation 2720 North 84th Street Omaha, NE 68134 Case No.: 17-80174 Chapter 11 Petition Date: February 15, 2017 Court: United States Bankruptcy Court District of Nebraska (Omaha Office) Judge: Hon. Thomas L. Saladino Debtor's Counsel: Patrick Raymond Turner, Esq. STINSON LEONARD STREET LLP 1299 Farnam Street, Suite 1500 Omaha, NE 68102 Tel: (402) 342-1700 Fax: (402) 829-8736 E-mail: patrick.turner@stinsonleonard.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kevin Aramalla, president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/neb17-80174.pdf JONESBORO HOSPITALITY: Case Summary & 16 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Jonesboro Hospitality, LLC dba FairBridge Inn & Suites 5119 Burkett Drive Frisco, TX 75034 Case No.: 17-40311 Chapter 11 Petition Date: February 15, 2017 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Judge: Hon. Brenda T. Rhoades Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 12720 Hillcrest Road, Suite 625 Dallas, TX 75230 Tel: (972) 503-4033 Fax: (972) 503-4034 E-mail: joyce@joycelindauer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Payal Nanda, principal. A copy of the Debtor's list of 16 largest unsecured creditors is available for free at http://bankrupt.com/misc/txeb17-40311.pdf KALLSTRAND LLC: Hires Gleichenhaus Marchese as General Counsel -------------------------------------------------------------- Kallstrand, LLC authorization from the U.S. Bankruptcy Court for the Western District of New York to employ Gleinchenhaus Marchese & Weishaar PC as general counsel. The Debtor requires GMW to: a. give the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession in the continued operation of its business and in the management of its assets; b. take necessary action to avoid liens against the Debtor's property, remove restraints against the Debtor's property and such other actions to remove any encumbrances of liens which are avoidable, which were placed against the property of the Debtor prior to the filing of the Petition instituting this proceeding and at a time when the Debtor was insolvent; c. take necessary action to enjoin and stay until final decree any attempts by secured creditors to enforce liens upon property of the Debtor in which property the Debtor has substantial equity; d. represent Kallstrand as Debtor-in-Possession in any proceedings which may be instituted in this Court by creditors or other parties during the course of this proceeding; e. prepare on behalf of Kallstrand, as Debtor-in-Possession, necessary petitions, answers, orders, reports, and other legal papers; and f. perform other legal services for the Debtor as Debtor-in-Possession, or to employ attorneys for such services. GMW lawyers and professionals who will work on the Debtor's case and their hourly rates are: Robert B. Gleichenhaus, Esq. $300 Michael A. Weishaar, Esq. $350 Paralegals and Legal Secretaries $80 As of the Filing, GMW held a net retainer in the amount of $8,500. Michael A. Weishaar, Esq., of Gleinchenhaus Marchese & Weishaar PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. GMW may be reached at: Michael A. Weishaar, Esq. Gleinchenhaus Marchese & Weishaar PC 930 Convention Tower, 43 Court Street Buffalo, NY 14202 Tel: (716)845-6446 About Kallstrand, LLC Kallstrand, LLC filed a Chapter 11 bankruptcy petition (Bankr. W.D.N.Y. Case No. 17-20008) on January 6, 2017. Michael A. Weishaar, Esq., at Gleinchenhaus Marchese & Weishaar PC serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. KEYPOINT GOVERNMENT: S&P Affirms 'B' CCR; Outlook Stable -------------------------------------------------------- S&P Global Ratings said that it affirmed its 'B' corporate credit rating on Loveland, Colo.-based KeyPoint Government Solutions Inc. The outlook is stable. At the same time, S&P assigned its 'B' issue-level rating to the company's proposed first-lien credit facilities, including a $15 million revolving facility expiring in 2022 and a $250 million term loan due in 2024. The recovery rating on the first-lien facility is '3', which indicates S&P's expectation for lenders to receive meaningful (lower end of the 50%-70% range) recovery in the event of a payment default. S&P estimates KeyPoint's pro forma adjusted debt was approximately $257 million as of Dec. 31, 2016, which includes S&P's adjustment for operating leases. The rating affirmation reflects S&P's view that pro forma debt to EBITDA as of Dec. 31, 2016, will increase to near 5.3x including the proposed first-lien facilities from 2.8x before the refinancing transaction. S&P had already factored into the rating that the company would increase leverage given its ownership by a financial sponsor. Financial sponsors typically apply aggressive financial policies and higher leverage to enhance shareholder returns. In the case of KeyPoint, however, S&P believes that leverage is limited as the company's revenue concentration with OPM and other agencies presents heightened event risk and the potential loss of caseload volume for any reason. S&P expects debt to EBITDA will improve to near 4.8x as of Dec. 31, 2017. Also, S&P expects no further borrowing and forecast debt to EBITDA leverage will strengthen to near 4.5x in 2018 from modest EBITDA expansion and regular loan amortization. S&P's forecast also expects that funds from operations (FFO) to debt will remain near 10% in 2017 and 2018. Importantly, S&P expects KeyPoint will maintain its certification to perform background investigations for OPM and other U.S. government agencies. S&P's forecast reflects that revenue will modestly accelerate from current levels as the industry chips away at the OPM backlog that is not expected to be cleared until 2021 and enhanced pricing in the new OPM contract. S&P also expects margins will slightly expand in 2017 and 2018 as newly hired investigators become more productive after completing onboarding and certification training. S&P also expects the company to continue to keep tight control on operating expenses and that there is no change to the management fee remitted quarterly to Veritas. Following the closing, S&P forecasts FFO to debt will be maintained near 10%, with FFO about $25 million, in 2017 and 2018. More generally, KeyPoint's cash flow is supported by the company's low capital spending and minimal working capital requirements. The company's business practices include daily invoicing to OPM for work performed, with payments typically received within 10 days with minimal disputes. S&P's ratings also reflect the company's narrow business focus as a background screening provider for security clearances with a preponderance of its business derived from the U.S. government. OPM represents about 85% of revenue. The company has other direct relationships with the Department of Homeland Security (DHS), U.S. Immigration and Customs Enforcement (ICE), and other intelligence community agencies. In addition, S&P expects the company will maintain its certification and position as the leading provider of field investigative services to OPM through the remaining term of the contract expiring in 2021. This is despite a recent OPM initiative to broaden screening service providers to include CSRA Inc., CACI International Inc., and Securitas AB. S&P expects the backlog for required background investigations to continue through at least 2021, providing solid industry tailwinds and good revenue visibility. Nevertheless and despite providing screening services to numerous government agencies under the auspices of OPM, the revenue concentration renders the company highly susceptible to the loss of caseload volume from OPM. S&P understands that the company has in place all necessary security protocols and is regularly audited by OPM and other agency clients with no negative actions thus far noted. S&P's rating on KeyPoint also reflects S&P's expectation that debt-to-EBITDA leverage is above 5x at closing on a pro forma basis and will be sustained below 5x in 2017 and 2018. S&P's expectation is based on these key outcomes of its forecast: -- U.S. real annual global GDP growth of 1.6% in 2017 and 2.4% in 2018, and U.S. unemployment falling to 4.9% in 2017 and 4.6% in 2018. These macroeconomic trends should support continued modest organic category growth. -- S&P expects revenue to increase about 2% in 2016 and 2017, reflecting steady caseload volume as OPM works down the backlog and better pricing on the new contract while OPM diversifies its service providers. -- EBITDA margin will increase to the mid-21% area in 2017 and near that in 2018 from solid expense management and more efficient investigating staff. -- FFO of about $25 million annually and free cash flow of about $25 million in 2017 and 2018. -- Capital spending of about between $1.5 million and $2 million per year, as this is a low capital-intensive industry. -- No dividends or shareholder distributions. S&P revised its assessment of KeyPoint's liquidity to adequate from less than adequate because the company was able to refinance its maturing term loan. S&P's assessment reflects its forecast that sources of cash will exceed uses by at least 1.2x over the next 12 months and that sources will continue exceeding uses even if EBITDA declines 15%. However, based on its relatively weak credit standing, S&P do not believe KeyPoint could absorb a high-impact, low-probability event without refinancing. Such an event could include a security breach or the loss of one or more major service programs. Nevertheless, S&P believes the company should withstand adverse market circumstances over the next 12 months with sufficient liquidity to meet its obligations. After considering the distribution and refinancing transactions, S&P expects that KeyPoint's liquidity profile will remain adequate. Principal liquidity sources: -- Pro forma cash of $10 million as of Dec. 31, 2016; -- Full access to the $15 million revolving credit facility expiring in 2022; and -- Forecast cash FFO of about $24 million in 2017. Principal liquidity uses: -- Capital expenditures of about $1 million in 2017 and $1.5 million in 2018; -- Term loan amortization of nearly $2 million in 2017 and $2.5 million per year thereafter, with the remaining outstanding balance due in 2024; and -- Intrayear working capital requirement of about $10 million. The credit agreement is governed by a maximum net total leverage covenant that is not set at this time, and S&P expects a 35% cushion. Nevertheless, S&P expects the company to have full access to the revolver during our forecast period. The stable outlook reflects S&P's expectation that KeyPoint's debt-to-EBITDA leverage will be sustained at about 5x and FFO to debt near 10% following close of the proposed first-lien facilities. S&P expects the company's operating performance will be supported by the company's leading position as a background screening provider to OPM and other U.S. government agencies, good revenue visibility from the government backlog, solid expense management, and cash flow during the forecast period. Downside scenario S&P could lower its ratings if KeyPoint's credit metrics are projected to weaken considerably, including debt to EBITDA sustained above 5.5x, free cash flow turning negative, or if the company fails to maintain at least an adequate liquidity assessment. This could occur from a significant loss or disruption in caseload volume from OPM, possibly due to a data breach or other reputation-damaging event, an unexpected shareholder distribution, or a debt-financed acquisition. S&P estimates this could occur if EBITDA declines by approximately 15% (assuming debt and EBITDA as per S&P's base-case scenario for 2017). Upside scenario Although unlikely in the next year, S&P could raise its ratings if KeyPoint were to broaden its service offering while also maintaining its position as a leading service provider to OPM and commit to sustaining debt-to-EBITDA leverage near or below 4x while maintaining at least an adequate liquidity assessment. For this to occur, S&P believes the financial sponsor would need to decrease its ownership of the company. -- S&P assigned its issue-level and recovery ratings of 'B' and '3' to KeyPoint's first-lien revolver and term loan. -- S&P continues to value the company as a going concern, using a 5x multiple of S&P's projected emergence EBITDA. -- S&P estimates that for KeyPoint to default, EBITDA would need to decline significantly, representing a material deterioration from the current state of the business. Simplified recovery waterfall -- Emergence EBITDA: $28.6 million -- Multiple: 5x -- Gross recovery value: $150.9 million -- Net enterprise value for waterfall after admin. expenses (5%): $143.1 million -- Obligors/nonobligor valuation split: 100%/0% -- Remaining recovery value: $143.1 million -- Estimated first-lien claim: $265.5 million -- Recovery expectation: 50%-70% (lower half of the range) L. FROMELIUS INVESTMENT: Hires Paine/Wetzel as Real Estate Broker ----------------------------------------------------------------- L. Fromelius Investment Properties LLC seeks authorization from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Paine/Wetzel Associates Inc., as real estate broker. The Debtor requires Paine/Wetzel to: a. meet the Debtor to ascertain its goals, objections, and financial parameters; b. help the Debtor analyze and value competing offers and helping the Debtor determine the offer or offers that represent the highest and best for the Seneca Property; c. provide testimony, either live or through affidavit, in Bankruptcy Court in connection with the Debtor's efforts to obtain approval to sell the Seneca Property; d. design and execute a comprehensive marketing plan, creating a teaser (both physical and digital), create and produce a high-quality postcard, recommend for placement of print advertisement and digital advertisement, prepare and send mass emails to internal databases and assist in conducting any auctions for the Seneca Property; e. negotiate the terms of the sale of the Seneca Property at the Debtor's direction and on the Debtors behalf; and f. compile any written information with respect to the Seneca Property, assist in any due diligence inquiries, and use commercially reasonable efforts to market and sell the Seneca Property. The Brokerage Agreement between the parties compensates Paine/Wetzel on a commission basis. The commission is 6% of the selling price if there is a cooperating broker, 5% if Paine/Wetzel is the sole broker, and 3% if the Debtor brings its own buyer. Edward Wabick, principal of Paine/Wetzel Associates 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. Paine/Wetzel may be reached at: Edward Wabick Paine/Wetzel Associates Inc. 8725 W. Higgins Road, Suite 800 Chicago, IL 60631 Tel: (773)714-9300 Fax: (773)714-8253 About L. Fromelius Investement Properties L. Fromelius Investement Properties, LLC filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 15-22943) on July 2, 2015, and is represented by William J. Factor, Esq., Ariane Holtschlag, Esq., and Jeffrey K. Paulsen, Esq., at FACTORLAW. LARK TRANSPORTATION: Hires Lester & Associates as Counsel --------------------------------------------------------- Lark Transportation Corp., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of New York to employ Lester & Associates, PC as counsel. The Debtor requires Lester & Associates to represent the Debtor in this Chapter 11 Bankruptcy Case and perform legal services for the Debtor which may be necessary. Lester & Associates will be paid at these hourly rates: Partners $375 Associates $200-$275 Legal Assistants $90-$100 On February 3, 2017, a $10,000 retainer was paid to Lester & Associates, PC by the Debtor's principal, Michael Hinds. Roy J. Lester, Esq., principal of the law firm of Lester & Associates, PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Lester & Associates may be reached at: Roy J. Lester, Esq. Lester & Associates, PC 600 Old Country Road, Suite 229 Garden City, NY 11530 Phone: (516)357-9191 E-mail: rlester@rlesterlaw.com About Lark Transportation Corp. Lark Transportation Corp. filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.Y. Case No. 17-70372) on January 23, 2017. The Debtor's assets and liabilities are both below $1 million. LIFELINE SLEEP: Needs Additional 150 Days to File Chapter 11 Plan ----------------------------------------------------------------- Lifeline Sleep Center, LLC requests the U.S. Bankruptcy Court for the Western District of Pennsylvania to extend the period within which Debtor has the exclusive right to file a plan of reorganization, for an additional 150 days. The Debtor tells the Court that it is still in active negotiations with its creditors and needs additional time to resolve several outstanding issues. The Debtor also tells the Court that these negotiations are both complex and time consuming, and as such, the Debtor requires additional time to finalize said negotiations. The Debtor believes that a successful completion of the negotiations would result in a mutual benefit to both the Debtor and its creditors. The Debtor adds that the results of those negotiations will control the formulation of Debtor's plan. About Lifeline Sleep Center Lifeline Sleep Center, LLC, operates several specialty outpatient sleep centers, with a principal place of business at 2030 Ardmore Boulevard, Suite 251, Pittsburgh, PA 15221. Lifeline Sleep Center, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-24201) on Nov. 10, 2016. The petition was signed by Mark Kegg, owner. At the time of the filing, the Debtor estimated had less than $50,000 in estimated assets and $500,000 to $1 million in estimated liabilities. Brian C. Thompson, Esq., at Thompson Law Group, P.C., serves as the Debtor's legal counsel. The Office of the U.S. Trustee on Dec. 15 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Lifeline Sleep Center, LLC. LINDSAY GENERAL: To Raise $300,000 to Enhance Cash Position ----------------------------------------------------------- Lindsay General Insurance Agency, et al., filed with the U.S. Bankruptcy Court for the Northern District of Georgia a renewed and restated joint disclosure statement referring to the Debtors' plan of reorganization. Class 6 claims consist of the unsecured claims of all other creditors, including the unsecured portion of the allowed claim of Gulf Coast Bank & Trust Company. This class is impaired by the Plan. All intercompany Debtor obligations will be cancelled as of the Effective Date. All the rest and remainder of the creditors and parties-in-interest of the constituent Debtor entities (with the exceptions of Drivers Insurance Group, Inc., and any of the other Debtor entities holding intercompany obligations), will receive a pro-rated payment within six months of the Effective Date out of the $100,000 contribution to the New Equity Fund. Alternatively, any Class 6 creditor will have the option to cancel its claim in exchange for common voting stock at a percentage pro-rated to the total Class 6 debt. This option will apply to the remaining 50% of equity/stock ownership in the Reorganized Debtor, as Class 4 (Receiver of Drivers Insurance Company) and Class 5 (Receiver of National Guaranty Insurance Company) Creditors will hold the other 50% under the Plan. The Debtors will have 60 days from entry of the court order approving the Disclosure Statement within which to solicit the investor/creditor contributions. At the conclusion of the 60-day period, the Debtors will file with the Court, within three business days, a report of the creditor/investor contributions. The Reorganized Debtor will raise $300,000 to enhance its cash position. It is intended that $150,000 will be in the form of a new institutional loan or loans. Presently, the Debtors do not have a formal loan commitment in that amount. However, it is the best knowledge and information of the principal of the Debtor, Alex Campos, that, upon confirmation of the Plan, the loan will be forthcoming based on the experience of Mr. Campos in the matters and upon preliminary conversations with prospective lenders. The other $150,000 will be placed by any investors who are creditors in these cases into the new equity fund and $100,000 of which will be used to fund the Plan's payment to Class 6. The remaining $50,000 will be used for start-up operations. In the event creditor/investors do not fund up to $150,000, proposed management will provide such funds in exchange for equity. The Renewed and Restated Disclosure Statement is available at: http://bankrupt.com/misc/ganb13-52728-375.pdf As reported by the Troubled Company Reporter, the Debtors have filed a plan of reorganization that offers 70% of the equity of GetAutoInsurance.com, LLC, the surviving entity upon exit from bankruptcy. It is anticipated that part and parcel of the reorganization of Lindsay General Insurance Agency, LLC, Destiny General Agency, LLC, Get AUtoInsurance.com Agency, LLC and MAP General Agency, Inc., will be the consolidation of the four bankrupt entities with the new entity being named GetAutoInsurance.com, LLC, which will be a Georgia limited liability company. About Lindsay General Insurance Agency Duluth, Georgia-based Lindsay General Insurance Agency, LLC, filed a bare-bones Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 13-52732) in Atlanta on Feb. 7, 2013. The Debtor estimated assets and debts of $10 million to $50 million. The Debtor is represented by Evan M. Altman, Esq., and George Geeslin, Esq., in Atlanta. The U.S. Trustee for Region 21 notified the Court that no committee of creditors holding unsecured claims has been appointed. LODGE PARTNERS: Unsecured Creditors to Get $50K Over 3 Years ------------------------------------------------------------ Lodge Partners, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona their first amended disclosure statement in support of its first amended plan of reorganization, dated Feb. 2017, which proposes to give general unsecured claimants a pro-rata distribution of $50,000. The goal of the proposed Plan is to continue the operation of the Debtor's business and for Coastal Hotel Group to be the third party hospitality manager. The continuing business will allow the Debtor to repay prepetition unsecured creditors and to conduct business with trade vendors while maintaining employment of approximately 70 property employees, who would be managed by the Debtor, the on-site general manager, and Coastal Hotel. Class 7 under the amended plan consists of the general unsecured claims of the Debtor that do not have recourse against collateral. The unsecured claims of non-insiders of the Debtor total approximately $213,433. Holders of allowed Class 7 claims will receive a pro-rata distribution of $50,000 on the Effective Date and on each anniversary of the Effective date for the next three years. This class is impaired. General unsecured creditors were previously classified in Class 9 under the original plan. The original plan provided that in the event that the holder of the Class 4 Secured Claim of Palatine Tucson, L.L.C., claim elects Option B treatment under Section 1111(b) or under Option C treatment for a cash discount, the Class 9 allowed claims will receive 75% of their claim on the Effective Date, with the balance paid in full before the 6th anniversary of the Effective Date. In the event that the holder of the Class 4 claim elects Option A, the Debtor will fund a Fund for unsecured/undersecured creditors, in which the holder of allowed claims will share pro rata. The Fund will receive a minimum of $50,000 per year for four years or additional monies representing after-tax profits generated by the Debtor. Monetary funding of the Plan will come from exit financing and the post-petition operation of the Debtor. Allowed claims of the Debtor will be paid from these sources; the Plan pays all creditors from these sources of funds. The reorganized Debtor will continue to operate its hotel and restaurant. The Debtor's business operations post-petition will be funded by Lodge in Tucson, LLC. The Debtor has sought Court approval to obtain financing from Lodge in Tucson to maintain Debtor's operations and to preserve its going concern during the pending of the bankruptcy. Additional funding necessary to make Effective Date payments will be funded by Lodge in Tucson estimated currently to be more than $540,000 as new value to the Reorganized Debtor. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/azb4-16-13418-128.pdf About Lodge Partners Lodge Partners, LLC, dba Lodge on The Desert, is a 103-room boutique hotel and restaurant with a banquet facility that sits on five acres on which the business operates in central Tucson, Arizona. It was initially built as a residence in 1931 and was converted to a 7-room resort hotel in 1936. The Lodge expanded throughout the years; and by 1973, there were 34 guest rooms. The Debtor filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 16-13418) on Nov. 23, 2016. The petition was signed by John E. Rutherford, II, manager. The case is assigned to Judge Brenda Moody Whinery. The Debtor is represented by Michael W. McGrath, Esq. and Isaac D. Rothschild, Esq., of Mesch Clark & Rothschild, PC. At the time of filing, the Debtor had estimated $10 million to $50 million in both assets and liabilities. The Debtor previously filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 13-07952) on May 12, 2013. The Court entered an order confirming the Debtor's 2013 Reorganization Plan on June 11, 2014, over the objection of secured lender, Wells Fargo. The Court entered an order granting final decree and closing the case on Nov. 29, 2015. LOVE GRACE: Hires Heller Draper as Counsel ------------------------------------------ Love Grace Holdings, Inc., seeks authorization from the U.S. Bankruptcy Court for the Middle District of Louisiana to employ the law firm of Heller, Draper, Patrick, Horn & Dabney, LLC as counsel for the Debtor, nunc pro tunc to January 20, 2017. The Debtor requires Heller Draper to: a. advise the Debtor with respect to its rights, powers and duties as Debtor and Debtor in Possession in the continued operation and management of its business and property; b. prepare and pursue confirmation of a plan of reorganization and approval of a disclosure statement; c. prepare on behalf of the Debtor all necessary applications, motions, answers, proposed orders, other pleadings, notices, schedules and other documents, and review all financial and other reports to be filed; d. advise the Debtor concerning and preparing responses to applications, motions, pleadings, notices and other documents which may be filed by other parties herein; e. appear in Court to protect the interests of the Debtor before this Court; f. represent the Debtor in connection with use of cash collateral and/or obtaining postpetition financing; g. advise the Debtor concerning and assisting in the negotiation and documentation of financing agreements, cash collateral orders and related transactions; h. investigate the nature and validity of liens asserted against the property of the Debtor, and advise the Debtor concerning the enforceability of the liens; i. investigate and advise the Debtor concerning, and take such action as may be necessary to collect, income and assets in accordance with applicable law, and the recovery of property for the benefit of the Debtor's estate; j. advise and assist the Debtor in connection with any potential property dispositions; k. advise the Debtor concerning executory contract and unexpired lease assumptions, assignments and rejections and lease restructuring, and recharacterizations; l. assist the Debtor in reviewing, estimating and resolving claims asserted against the Debtor's estate; m. commence and conduct litigation necessary and appropriate to assert rights held by the Debtor, protect assets of the Debtor's chapter 11 estate or otherwise further the goal of completing the Debtor's successful reorganization; and n. perform other legal services for the Debtor which may be necessary and proper in this case. Heller Draper lawyers and professionals who will work on the Debtor's case and their hourly rates are: Douglas S. Draper $400 Other Senior Partners $400 Leslie Collins $375 Greta M. Brouphy $350 Other Associates $275 Paralegals $90 Heller Draper's hourly billing rates for bankruptcy work: Members $475-$375 Associates $375-$250 Paralegals $100-$75 Heller Draper will also be reimbursed for reasonable out-of-pocket expenses incurred. Douglas S. Draper, Esq., a member of the law firm of Heller, Draper, Patrick, Horn & Dabney, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Heller Draper may be reached at: Douglas S. Draper, Esq. Heller, Draper, Patrick, Horn & Dabney, LLC 650 Poydras Street, Suite 2500 New Orleans, LA 70130 Tel: (504)299-3333 E-mail: ddraper@hellerdraper.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. LSB INDUSTRIES: Robert Robotti Reports 7.9% Stake as of Dec. 31 --------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, these reporting persons disclosed beneficial ownership of shares of common stock of LSB Industries, Inc. as of Dec. 31, 2016: Shares Percentage Beneficially of Reporting Person Owned Shares ---------------- ------------ ---------- Robert E. Robotti 2,192,085 7.9% Robotti & Company, Incorporated 2,182,085 7.8% Robotti & Company Advisors, LLC 2,163,032 7.8% Robotti & Company, LLC 18,883 Less Than 1% Kenneth R. Wasiak 1,024,801 3.7% Ravenswood Management Company, LLC 1,024,801 3.7% The Ravenswood Investment Company LP 655,159 2.4% Ravenswood Investments III, L.P. 369,642 1.3% Suzanne Robotti 10,000 Less Than 1% Daniel Vitetta 30 Less Than 1% The percentages are based on an aggregate of 27,911,540 shares of Common Stock, par value $0.10 per share, outstanding as of Oct. 28, 2016, as disclosed in LSB Industries' Quarterly Report on Form 10-Q, for the quarter ended Sept. 30, 2016. A full-text copy of the regulatory filing is available at: https://is.gd/H2bpOE About LSB Industries, Inc. Oklahoma City-based LSB Industries, Inc. (NYSE:LXU) and its subsidiaries are involved in manufacturing and marketing operations. LSB is primarily engaged in the manufacture and sale of chemical products and the manufacture and sale of water source and geothermal heat pumps and air handling products. LSB reported a net loss attributable to common stockholders of $38.03 million in 2015, net income attributable to common stockholders of $19.33 million in 2014 and net income attributable to common stockholders of $54.66 million in 2013. As of Sept. 30, 2016, LSB had $1.38 billion in total assets, $727.61 million in total liabilities and $137.98 million in redeemable preferred stock, and $520 million in total stockholders' equity. * * * In October 2016, S&P Global Ratings lowered its rating on LSB Industries to 'CCC' from 'B-'. "Despite using the climate control business sale proceeds to repay some debt, the company's metrics have weakened due to plant operational issues and a depressed pricing environment, which have led to depressed EBITDA expectations," said S&P Global Ratings credit analyst Allison Schroeder. In November 2016, Moody's Investors Service downgraded LSB's corporate family rating (CFR) to 'Caa1' from 'B3', its probability of default rating to 'Caa1-PD' from 'B3-PD', and the $375 million guaranteed senior secured notes to 'Caa1' from 'B3'. LSB's Caa1 CFR rating reflects Moody's expectations that the combined uncertainty over operational reliability and the compressed margins, resulting from the low nitrogen fertilizer pricing environment, could result in continued weak financial metrics for a protracted period. LSB INDUSTRIES: Tontine Asset Reports 6.8% Stake as of Dec. 31 -------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Tontine Asset Associates, LLC reported that as of Dec. 31, 2016, it beneficially owns 1,898,180 shares of common stock of LSB Industries, Inc. representing 6.8 percent of the shares outstanding. TTR Associates, LLC beneficially owns 200,062 common shares while Jeffrey L. Gendell beneficially owns 2,098,242 common shares as of that date. A full-text copy of the regulatory filing is available for free at https://is.gd/aSsw1g About LSB Industries, Inc. Oklahoma City-based LSB Industries, Inc. (NYSE:LXU) and its subsidiaries are involved in manufacturing and marketing operations. LSB is primarily engaged in the manufacture and sale of chemical products and the manufacture and sale of water source and geothermal heat pumps and air handling products. LSB reported a net loss attributable to common stockholders of $38.03 million in 2015, net income attributable to common stockholders of $19.33 million in 2014 and net income attributable to common stockholders of $54.66 million in 2013. As of Sept. 30, 2016, LSB had $1.38 billion in total assets, $727.61 million in total liabilities and $137.98 million in redeemable preferred stock, and $520 million in total stockholders' equity. * * * In October 2016, S&P Global Ratings lowered its rating on LSB Industries to 'CCC' from 'B-'. "Despite using the climate control business sale proceeds to repay some debt, the company's metrics have weakened due to plant operational issues and a depressed pricing environment, which have led to depressed EBITDA expectations," said S&P Global Ratings credit analyst Allison Schroeder. In November 2016, Moody's Investors Service downgraded LSB's corporate family rating (CFR) to 'Caa1' from 'B3', its probability of default rating to 'Caa1-PD' from 'B3-PD', and the $375 million guaranteed senior secured notes to 'Caa1' from 'B3'. LSB's Caa1 CFR rating reflects Moody's expectations that the combined uncertainty over operational reliability and the compressed margins, resulting from the low nitrogen fertilizer pricing environment, could result in continued weak financial metrics for a protracted period. LVBK LLC: Selling Six Nevada Properties for $1 Million to Pay Banks ------------------------------------------------------------------- LVBK, LLC, asks the U.S. Bankruptcy Court for the District of Nevada to authorize the sale of six Nevada properties for $1,030,000. A hearing on the Motion is set for March 29, 2017 at 1:30 p.m. The Debtor had acquired a number of properties from auctions that were held in the Court. The Debtor then attempted to work with the lenders but the lenders would not cooperate with the Debtor and commenced foreclosure. The Debtor then filed bankruptcy in November 2014 to stop the foreclosures. The Debtor was able to get a plan of reorganization confirmed on Oct. 14, 2016. The Debtor had filed a motion to close the bankruptcy as was attempting to sell one of the properties to pay off the attorney fees and costs approved in the case. The Banks would not give a payoff amount nor would they provide a release to their deed of trust. The Debtor has been forced to file the Motion to sell the properties free and clear of liens. With the court order, the sale will be free and clear of liens and the banks will get paid what they are entitled from the sale of the property. The properties have been on the market, advertised and sales efforts to get the highest and best sales price for the properties. The properties have been marketed through a licensed real estate agent in the state of Nevada. The sale of the properties is as follows: (i) 5214 Rappahanock, Las Vegas, Nevada - $140,000; (ii) 5988 Red Raspberry, Las Vegas, Nevada - $140,000; (iii) 318 Lingering Lane, Henderson, Nevada - $225,000; (iv) 2120 Armdale Drive, North Las Vegas, Nevada - $200,000; (v) 3261 Bridge House Street, North Las Vegas, Nevada - $160,000; and (vi) 1249 Clagett Lane, Las Vegas, Nevada - $165,000. The Purchaser is unrelated to the Debtor and the Trustee. The Agreement was negotiated, proposed, and entered into by the parties without collusion, in good faith, and from arm's-length bargaining positions. Neither the Trustee nor the Purchaser have engaged in any conduct that would cause or permit the Agreement, or the transactions contemplated thereby, to be invalidated or avoided. Accordingly, upon consummation of the sale transaction contemplated by the Agreement, the Purchaser will be a buyer in "good faith," and, as such, is entitled to the protections afforded thereby. The Debtor asks the Court to authorize it to pay from the escrow funds the amount to be paid under the plan of reorganization. The Debtor also asks the Court to authorize the Escrow Company to pay from the sale proceeds at the close of escrow of the sale approved by an Order on the Motion (i) the broker's commissions as outlined in the contracts; and (ii) all other reasonable and customary escrow fees, recording fees, title insurance premiums, and closing costs necessary and proper to conclude the sale of the Property. The terms and conditions of the sale transaction as provided for in the Agreement are fair and reasonable entry into the Agreement on behalf of the Estate is a sound exercise of the Trustee's reasonable business judgment; and, the sale transaction contemplated by the Agreement is in the best interests of creditors, interest holders and the Estate. Accordingly, the Debtor asks the Court to approve the relief sought. About LVBK LVBK, LLC sought Chapter 11 protection (Bankr. D. Nev. Case No. 14-17789) on Nov. 21, 2014. Judge August B. Landis is assigned to the case. The Debtor estimated assets at $2.84 million and liabilities at $49,742. The Debtor tapped David J. Winterton, Esq., at David J. Winterton & Assoc., Ltd. as counsel. The petition was signed by Steven T. Gregory, manager. LYNEIL MITCHELL: Hires Thompson Law Group as Counsel ---------------------------------------------------- Lyneil Mitchell Physical Therapy, PC d/b/a Revolution Physical Therapy seeks authorization from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Thompson Law Group, PC as counsel. The Debtor requires TLG to: a. give legal advice with respect to the Debtor's powers and duties as debtor-in-possession; b. take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on behalf of the Debtor, the defense of any actions commenced against the Debtor, negotiations concerning all litigation in which the Debtor is involved and object to claims filed against the Debtor's estate; c. prepare all necessary motions, answers, reports, orders and other legal papers in connection with the administration of the Debtor's estate; d. perform any and all other legal services for the Debtor in connection with their Chapter 11 case; and e. perform such legal services as the Debtor may request with respect to any matter appropriate in assisting the Debtor's effort to reorganize. TLG will be paid at these hourly rates: Attorneys $250 Paralegals $90 Prior to the petition date, TLG received a retainer of $5,717 from the Debtor. TLG will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian C. Thompson, Esq., of Thompson Law Group, PC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. TLG may be reached at: Brian C. Thompson, Esq. Thompson Law Group, PC 125 Warrendale-Bayne Road, Suite 200 Warrendale, PA 15086 Tel: (724) 799-8404 Fax: (724) 799-8409 E-mail: bthompson@thompsonattorney.com About Lyneil Mitchell Physical Therapy Lyneil Mitchell Physical Therapy, PC d/b/a Revolution Physical Therapy filed a Chapter 11 bankruptcy petition (Bankr. W.D.PA. Case No. 17-20368) on February 1, 2017. The Hon. Thomas P. Agresti presides over the case. Thomas Law Group, PC represents the Debtor as counsel. In its petition, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Dr. Lyneil Mitchell, president. MACIEJ PAINT: Court Allows Cash Collateral Use on Interim Basis --------------------------------------------------------------- Judge Katherine A. Constantine of the U.S. Bankruptcy Court for the District of Minnesota authorized Maciej Paint Corporation d/b/a Industrial Painting Specialists, Inc. to use cash collateral on an interim basis. Replacement liens were granted to Premier Bank and Twin Cities-Metro CDC on behalf of the Small Business Administration, on all post-petition assets of the Debtor, with the same priority, dignity and effect as the pre-petition liens held by the creditors. The Debtor was directed to provide weekly reports consisting of an accounting of cash receipts and disbursements and new post-petition accounts receivable to Premier Bank. A further hearing on the Debtor's Motion is scheduled on March 15, 2017 at 9:30 a.m. A full-text copy of the Interim Order, dated February 8, 2017, is available at http://bankrupt.com/misc/MaceijPaint2017_1730094_30.pdf About Maciej Paint Corporation Maciej Paint Corporation d/b/a Industrial Painting Specialist, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.MN. Case No. 17-30094) on January 13, 2017. The petition was signed by Carol Maciej, president. The Debtor is represented by Steven B. Nosek, Esq., at the Law Office of Steven B. Nosek, PA. The case is assigned to Judge Katherine A. Constantine. At the time of the filing, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. MADDD WEST: Seeks to Hire Goldberg Weprin as Legal Counsel ---------------------------------------------------------- MADDD West 38 LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Goldberg Weprin Finkel Goldstein LLP to give legal advice regarding its duties under the Bankruptcy Code, pursue a closing under a contract it entered into to purchase real property in New York, and provide other legal services. The hourly rates charged by the firm for associates range from $275 to $425. Goldberg partners charge an hourly rate of $550. Kevin Nash, Esq., disclosed in a court filing that his firm does not represent any creditor of the Debtor. The firm can be reached through: Kevin J. Nash, Esq. Goldberg Weprin Finkel Goldstein LLP 1501 Broadway, 22nd Floor New York, NY 10036 Phone: (212) 221-5700 About MADDD West 38 Headquartered in Flushing, New York, MADDD West 38 LLC is the purchaser under a certain contract of sale, as amended, with 402 West 38th Street Corp, to acquire the real property at 402 West 38th Street, New York, New York, for a total purchase price of $33.45 million including prior deposits of $9.5 million. MADDD West 38 LLC filed for Chapter 11 bankruptcy protection (Bankr. Case No. 16-45836) on Dec. 28, 2016, listing $42.95 million in total assets and $27.57 million in total debts. The petition was signed by Joseph Noormand, manager. The Debtor is represented by Ted J. Donovan, Esq., at Goldberg Weprin Finkel Goldstein LLP. The case is assigned to Judge Carla E. Craig. On January 25, 2017, the Debtor filed its Chapter 11 plan of reorganization and disclosure statement. The plan proposes to pay general unsecured creditors in full from the proceeds of an exit facility on the effective date of the plan. MADDOX FOUNDRY: Hearing on Plan Outline Approval Set for March 23 ----------------------------------------------------------------- The Hon. Karen K. Specie of the U.S. Bankruptcy Court for the Northern District of Florida will hold a hearing on March 23, 2017, at 1:30 p.m., Eastern Time, to consider the approval of the disclosure statement explaining Maddox Foundry and Machine Works, LLC's Chapter 11 plan dated Feb. 10, 2017. Objections to the Disclosure Statement must be filed by March 16, 2017. On or before Feb. 21, 2017, the debtor-in-possession or proponent of the Plan will transmit the Disclosure Statement and Plan to any trustee, each committee appointed, the Securities and Exchange Commission and any party in interest who has requested or requests in writing a copy of the Disclosure Statement and Plan. About Maddox Foundry & Machine Maddox Foundry & Machine Works, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 16-40168) on April 7, 2016. The petition was signed by Mary M. Hope, president. The Debtor is represented by Allen Turnage, Esq., at the Law Office of Allen Turnage, P.A. The case is assigned to Judge Karen K. Specie. The Debtor disclosed total assets of $2.78 million and total debts of $3.25 million. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flnb16-40168.pdf MADDOX FOUNDRY: McGurn Foundry to Fund Chapter 11 Plan ------------------------------------------------------ Maddox Foundry & Machine Works, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Florida a disclosure statement in support of its chapter 11 plan of reorganization. Due to the general slowdown in the economy, the Debtor was having difficulty meeting its debt service and operating budget. A catastrophic transformer accident in 2014 crippled the Debtor's manufacturing capability by damaging much of its equipment, further inhibiting the Debtor's ability to make its budget and debt service. The Debtor fell behind on its debt service to Renasant Bank, which holds a first mortgage against the Debtor's manufacturing facility. Renasant Bank was in the process of foreclosing its lien against the facility when the instant Chapter 11 Proceeding was filed. Since the Petition Date, the Debtor has secured funding from a new lender, McGurn Foundry LLC. This lender has purchased the first position of Renasant Bank and now holds the lien against the Debtor's real estate and manufacturing materials. This lender is providing all funding for the Debtor's Plan, a single cash payment to pay all priority debts in full and a dividend to unsecured creditors. The Debtor has consolidated its operation and reduced its expenses which will allow the Debtor to successfully complete its proposed plan of reorganization without further detriment to its creditors. The debtor projects income from its streamlined operation will remain fairly consistent, within the range shown in the monthly operating reports filed with the court. This budget will allow the Debtor to maintain its debt service to its new primary lender, McGurn Foundry LLC. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/flnb16-40168-73.pdf About Maddox Foundry & Machine Maddox Foundry & Machine Works, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 16-40168) on April 7, 2016. The petition was signed by Mary M. Hope, president. The Debtor is represented by Allen Turnage, Esq., at the Law Office of Allen Turnage, P.A. The case is assigned to Judge Karen K. Specie. The Debtor disclosed total assets of $2.78 million and total debts of $3.25 million. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flnb16-40168.pdf MALLINCKRODT CB: Moody's Gives Ba1 Rating to New Term Loan Due 2024 ------------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to the new senior secured term loan due 2024 and senior secured revolver of Mallinckrodt International Finance SA and co-issuer Mallinckrodt CB LLC. Both of these entities are subsidiaries of Mallinckrodt plc. There are no changes to Mallinckrodt's existing ratings, including the Ba3 Corporate Family Rating. Mallinckrodt is upsizing its revolving credit facility to $1 billion from $500 million. Proceeds from the new term loan will be used to refinance its two tranches of existing term loan B facilities. After the close of the transaction and debt repayment, Moody's expects to withdraw the ratings of the existing term loans. Rating assigned to Mallinckrodt International Finance S.A. (co-borrower Mallinckrodt CB LLC): Ba1 (LGD2) senior secured term loan of $1.862 billion due 2024 Ba1 (LGD2) senior secured revolver upsized to $1.0 billion due 2022 Ratings unchanged: Mallinckrodt International Finance SA Ba3 Corporate Family Rating Ba3-PD Probability of Default Rating Ba1 (LGD 2) senior secured rating B1 (LGD 4) guaranteed senior unsecured notes B2 (LGD 6) unguaranteed senior unsecured notes SGL-2 Speculative Grade Liquidity Rating RATINGS RATIONALE Mallinckrodt's Ba3 Corporate Family Rating is supported by the company's moderate scale in specialty branded pharmaceuticals, balanced by Moody's expectation for relatively moderate financial leverage of around 4.0x debt/EBITDA. The rating is also supported by strong free cash flow and a healthy liquidity profile. The Ba3 rating is constrained by Mallinckrodt's high concentration of profits in one product, H.P. Acthar Gel ("Acthar") and in controlled substances. Acthar accounts for 40% of sales and a greater share of profits. Acthar is not protected by any patents, however, companies would face significant hurdles to get a generic version approved. The company's organic growth in 2017 will be modest driven by mid-single digit growth of its branded pharmaceuticals, driven primarily by Acthar. This will be partially offset by double digit declines in its specialty generics segment (including declines related to Methylphenidate ER). The ratings are also constrained by Mallinckrodt's aggressive appetite for acquisitions that will likely lead to increased leverage from time to time, and risks inherent in a rapidly executed business strategy. Moody's anticipates that in 2017 the company's capital deployment will be used primarily for acquisitions, with only modest debt repayment. Moody's estimates that the company has more than $800 million in cash and will have $1 billion in revolver availability upon close of the facility's upsizing. The co-borrowers of the senior secured credit facilities are Mallinckrodt International Finance SA (MIFSA) and Mallinckrodt CB LLC. The Ba1 rating on Mallinckrodt's senior secured credit facilities reflects a security package consisting of asset pledges of the co-borrowers and guarantor subsidiaries, excluding certain principal property, as well as guarantees from substantial operating subsidiaries. The B1 rating on the unsecured notes reflects guarantees from the same subsidiaries that guarantee the obligations under the senior secured term loan facility. The B2 rating on the existing senior unsecured notes due in 2018 and 2023 reflects structural subordination, as these notes are not guaranteed by subsidiaries. The rating outlook is stable, reflecting Moody's view that Mallinckrodt will generate good free cash flow and generally maintain debt/EBITDA around 4.0 times over the next 12-18 months. The ratings could be upgraded if Mallinckrodt maintains debt/EBITDA below 3.0x and improves its revenue diversity. Conversely, the ratings could be downgraded if debt/EBITDA is sustained materially above 4.0 times, a key product faces an unexpected material decline, or the company pursues large, debt-funded acquisitions. Luxembourg-based Mallinckrodt International Finance SA is a subsidiary of Staines-upon-Thames, UK-based Mallinckrodt plc (collectively "Mallinckrodt"). Mallinckrodt is a specialty biopharmaceutical company with annual revenues of approximately $3.3 billion. The principal methodology used in these ratings was Global Pharmaceutical Industry published in December 2012. MARBLES HOLDINGS: Hires Garden City as Noticing & Claims Agent -------------------------------------------------------------- Marbles Holdings, LLC, and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Garden City Group, LLC as noticing, claims and solicitation agent. The Debtors require GCG to: a. serve as the Court's noticing agent to mail certain notices to the Debtors' creditors and other parties in interest; b. create and maintain a website for the chapter 11 cases to serves as a repository for filings and other information; c. provide claims administration, including maintaining the official claims registers (the Claim Registers"); and d. if and to the extent requested by the Debtors, provide logistical assistance and support in preparing the Debtors' bankruptcy schedules of assets and liabilities and statements of financial affairs and handling the solicitation and tabulation of votes on a chapter 11 plan. GCG will be paid at these hourly rates: Administrative, Mailroom and Claims Control $45-$55 Project Administrators $70-$85 Project Supervisors $95-$110 Graphic Support & Technology Staff $100-$200 Project Managers and Senior Project Managers $125-$175 Director and Asst. Vice Presidents $200-$295 Vice Presidents and Above $295 GCG has received $10,000 retainer from the Debtors. Craig E. Johnson, Assistant Vice President, Operations for Garden City Group, 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. GCG may be reached at: Craig E. Johnson Garden City Group, LLC 1985 Marcus Ave Lake Success, NY 11042 Phone: 631-470-1866 E-mail: craig.johnson@gardencitygroup.com 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. MARBLES HOLDINGS: Hires Hilco to Monetize Intellectual Property --------------------------------------------------------------- Marbles Holdings, LLC, and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Hilco IP Services LLC d/b/a Hilco Streambank as their investment banker. Specifically, the Debtors require Hilco to: a. collect and secure all available information and data concerning the Intellectual Property; b. prepare marketing materials designed to advertise the availability of the Intellectual Property for sale, assignment, license, or other disposition; c. develop and implement a sales and marketing program designed to elicit, from qualified parties, proposals to acquire the Intellectual Property through one or more sales, assignment, licenses, or other disposition; and d. assist the Debtors with implementing such a transaction (including transferring the Intellectual Property) once the transaction has been approved by the Court. As set forth in the Retention Agreement, the Debtors will compensate Hilco on a commission based on the aggregate value it obtains for the sale. a. If the gross proceeds of the sale of Intellectual Property total $3 million or less, Hilco's commission will be 10%. b. If the gross proceeds are greater than $3 million, Hilco would received an additional 15% of the amount by which the gross proceeds exceed $3 million. Hilco Streambank would also be entitled to reimbursement of its actual and necessary expenses up to a total of $5,000. Gabriel Fried, chief executive officer of Hilco IP Services LLC d/b/a Hilco Streambank, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Hilco may be reached at: Gabriel Fried Hilco IP Services LLC d/b/a Hilco Streambank 90 Washington Street, Suite 330 Dedham, MA 02026 Tel: 781-444-4940 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. The Office of the U.S. Trustee on Feb. 13 appointed five creditors to serve on the official committee of unsecured creditors appointed in the Chapter 11 cases of Marbles Holdings, LLC, and its affiliates. MARCUS PEREZ: Illisaca Buying Ossining Property for $157K --------------------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on March 7, 2017 at 10:00 a.m. to consider Marcus J. Perez, Jr.'s proposal to sell his rights, title and interest in the investment real property located at 21 Hillcrest Avenue, Ossining, New York ("Ossining Property"), to Juan G. Illisaca for $157,000. Objections, if any, must be filed at least 7 days prior to the hearing. The Debtor owns and resides at the property commonly known as 19 Shady Brook Lane, Cortlandt Manor, New York, which is his principal residence. The Debtor also owns the Ossining Property. The Debtor has entered into a Contract of Sale with the Buyer which provides for the sale of his interest in the Ossining Property. A copy of the Contract of Sale attached to the Motion is available for free at: http://bankrupt.com/misc/Marcus_Perez_66_Sales.pdf The Debtor makes the Application for an Order authorizing him to sell his right, title and interest in and to the Ossining Property, and to distribute the proceeds approximately, as follows: Purchase Price: $157,000 Estimated Property Taxes: Estimated ($5,000) Settlement Charges: Attorney ( $828) Closing Fees payable to Edward D. Schmitt & Assoc., LLC: Estimated ($1,250) Net Proceeds (payable to DIP) (subject to spreader mortgage): $149,922 The sale of the Debtor's Ossining Property maximizes the benefit to the estate by providing the Debtor with funds to pay other secured creditors and by releasing the Debtor from his financial obligation to maintain the said property. Accordingly, the Court should approve the sale of the Ossining Property by the Debtor and approve the real estate and legal fees to be paid at closing out of the proceeds. The Purchaser can be reached at: Juan G. Illisaca 133 Spring St., 2nd Floor Ossining, NY 10562 The Purchaser is represented by: George Echevaria, Esq. 23-25 Spring St., Suite 204A Ossining, NY 10562 Telephone: (914) 923-3600 Marcus J. Perez, Jr., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. l6-22688) on Dec. 28, 2016. MARCUS PEREZ: McKees Buying Croton Property for $170K ----------------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on March 7, 2017, at 10:00 a.m., to consider Marcus J. Perez, Jr.'s private sale of his rights, title and interest in the investment real property located 69 Furnace Dock Road, Croton, New York, Section 67.06, Block 2, Lot 11 ("Croton Property"), to Michael and Martha McKee for $170,000. Objections, if any, must be filed at least 7 days prior to the hearing. The Debtor owns and resides at the property commonly known as 19 Shady Brook Lane, Cortlandt Manor, New York which is his principal residence. The Debtor also owns Croton Property jointly with his mother Mary A. Perez. The Debtor has entered into a Contract of Sale privately without a realtor with the Buyer which provides for the sale of his interest in the Croton Property for $170,000 with $12,000 down-payment and the Seller holding a purchase money mortgage in the amount of $158,000 at 6.5% interest for a 15-year term. A copy of the Contract of Sale attached to the Motion is available for free at: http://bankrupt.com/misc/Marcus_Perez_67_Sales.pdf The Debtor makes the Application for an Order authorizing him to sell his right, title and interest in and to the Croton Property, and to distribute the proceeds approximately, as follows: Purchase Price: $170,000 Estimated Property Taxes: Estimated ($2,500) Settlement Settlement Charges: ( $900) Closing Fees payable to Edward D. Schmitt & Assoc., LLC: ($1,250) Purchase Money Mortgage: ($158,000) Estimated Net Proceeds (payable to DIP): $7,350 The sale of the Debtor's mother (the co-owner) who is retired can assure herself a monthly income from the purchase money mortgage being held from the sale. The Croton Property is landlocked and very difficult to sell limiting the marketability of the house. Thus, by the Sellers holding a mortgage the property becomes marketable and can be sold more readily. Holding the purchase money mortgage is also advantageous to the estate because the Debtor in Possession will also be assured income which can be used to pay expenses such as taxes and maintenance in order to preserve his other investment properties. The Debtor in Possession can also use the income towards paying mortgages on the other income properties in order to assure adequate protection to the mortgagees. Accordingly, the Court should approve the sale of the Croton Property by the Debtor and approve the real estate and legal fees to be paid at closing out of the proceeds. The Purchaser can be reached at: Michael and Martha McKee 65 N Riverside Ave., Apt. #2 Croton On Hudson, NY 10520 The Purchaser is represented by: Mark Goldfarb, Esq. 119 W 57th St., Suite 1215 New York, NY 10019 Telephone: (914) 271-2982 Facsimile: (212) 937-2389 Marcus J. Perez, Jr., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. l6-22688) on Dec. 28, 2016. MAXUS ENERGY: Creditors' Panel Hires Kenney Consulting as Actuary ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Maxus Energy Corporation, et al., seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Kenney Consulting, LLC as actuary for the Committee, nunc pro tunc to January 6, 2017. The Committee requires Kenney Consulting to: a. review and analyze the Debtors' proposals to the Retirees' Committee, including requesting and assessing any supporting information necessary for such analysis and review; b. analyze the financial impact of the Debtors' proposals, including any underlying actuarial assumptions used or prepared by the Debtors' or the Debtors' professionals; c. work with the Retirees' Committee and its legal counsel to ensure that proposals, counterproposals, and settlement agreements, if any, maximize long- term retiree benefits, including, but not limited to, assisting to contest, if necessary, efforts of the Debtors to modify or terminate benefits under the OPEB Plans; d. analyze each of the Other Post-Employment Benefits Plans (the "OPEB Plans") and the underlying assumptions used by the Debtors to determine the true economic costs of such plans; e. compare the pre- and post-proposal benefits offered to constituents of the Retirees' Committee to proposals that have been offered to other relevant parties, including current employees, management, etc., and determining: i. Absolute and relative economic value to the parties prior to the proposed changes; ii. Absolute and relative economic value to the parties with the proposed changes; and iii. The degree to which the proposed changes alter the relative/proportional economic value received by each party; f. conduct a financial review of the proposed solutions against appropriate legislation and tax considerations to optimize economic value for the constituents of the Retirees' Committee; g. participate and assist in meetings and negotiations with the Debtors, their advisors, and counsel, including meetings and negotiations regarding (i) any proposed terminations or modifications the OPEB Plans or (ii) all underlying assumptions and supporting information; h. provide expert testimony on related matters, as appropriate; and i. perform other financial, accounting, and actuarial services for and on behalf of the Retirees' Committee that may be necessary or appropriate to assist the Retirees' Committee in performing its duties under Bankruptcy Code sections 1102, 1103, and 1114. Kenney Consulting professionals who will work on the Debtors' cases and their hourly rates are: James A. Kenney $525 Peter Neuwirth $450 Staff $125-$250 Kenney Consulting will also be reimbursed for reasonable out-of-pocket expenses incurred. James A. Kenney, president and owner of Kenney Consulting, 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. Kenney Consulting can be reached at: James A. Kenney Kenney Consulting, LLC 384 Colusa Circle, Suite 2 Kensington, CA 94707 Phone: (510)644-6901 Fax: (510)644-6908 About Maxus Energy Corporation Maxus Energy Corporation and four of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 (Bankr. D. Del., Case No. 16-11501) on June 17, 2016. The Debtors intend to use the breathing spell afforded by the Bankruptcy Code to decide whether their existing environmental remediation operations and oil and gas operations can be restructured as a sustainable, stand- alone enterprise. The Debtors have engaged Young Conaway Stargatt & Taylor, LLP as local counsel, Morrison & Foerster LLP as general bankruptcy counsel, Zolfo Cooper, LLC as financial advisor and Prime Clerk LLC as claims and noticing agent, all are subject to the Bankruptcy Court's approval. The Debtors hired Keen-Summit Capital Partners LLC as real estate broker. The Debtors also engaged Hilco Steambank to market and sell their internet protocol numbers and other internet number resources, and EnergyNet.com to market and sell the Debtors' rights, title, and interest in and to the oil and gas properties. On July 7, 2016, the United States Trustee for the District of Delaware filed Notice of Appointment of Committee of Unsecured Creditors. The Committee selected Schulte Roth & Zabell LLP as counsel, and Cole Schotz as Delaware co-counsel. Berkeley Research Group, LLC, serves as financial advisor for the Committee. Andrew Vara, acting U.S. Trustee for Region 3, appointed the following to a committee of retirees: John Leslie Jackson, Sr., Gerald G. Carlton, and Robert E. Garbesi. The Retirees Committee retained Akin Gump Strauss Hauer & Feld LLP as counsel and Ashby & Geddes, P.A. as co-counsel. * * * On December 29, 2016, the Debtors filed their Plan of Liquidation and the Disclosure Statement related thereto. The Bankruptcy Court will hold a hearing to consider approval of the Disclosure Statement on March 7, 2017, at 10:00 a.m. (ET). MAXUS ENERGY: March 7 Hearing to Approve Disclosure Statement ------------------------------------------------------------- Maxus Energy Corporation and its debtor-affiliates will appear before the Delaware Bankruptcy Court on March 7, 2017, at 10:00 a.m. (ET), to seek approval of the disclosure statement explaining the Debtors' plan of liquidation as well as other plan documents and guidelines in connection with soliciting Plan votes. If the Disclosure Statement is approved at the hearing, the Debtors propose this Plan confirmation timeline: Voting Record Date March 7, 2017 Solicitation Commencement March 10, 2017 (Estimated) Deadline to File Assumption Schedule March 17, 2017 Deadline to Send Rejection Notices and Assumption Notices March 17, 2017 Date of Publication of Confirmation Hearing Notice March 24, 2017 Rejection Objection Deadline and Assumption Objection Deadline March 31, 2017 Deadline for Filing Rule 3018(a) Motions The later of April 3, 2017 or the date that is seven days after the filing of a claims objection Plan Objection Deadline April 7, 2017 Voting Deadline April 10, 2017 Deadline to Reply to Plan Objection(s) April 19, 2017 Deadline to File Voting Certification April 19, 2017 Confirmation Hearing Date April 24 – April 28, 2017 (commencing each day at 10:00 a.m. (ET)) Parties-in-interest have until Feb. 28 to lodge objections to the adequacy of the Disclosure Statement. As reported by the Troubled Company Reporter on Jan. 4, 2017, Maxus Energy filed with the Court a Chapter 11 plan of liquidation and accompanying disclosure statement dated December 29, 2016, a full-text copy of which is available at: http://bankrupt.com/misc/deb16-11501-698.pdf General Unsecured Claims (Class 4) are impaired under the Plan and are expected to recover 0% to 25%. Retiree Claims (Class 5) and Government Environmental Claims (Class 6) are also impaired and their expected recovery is unknown at the time of filing of the Plan. Holders of General Unsecured Claims, Retiree Claims and Government Environmental Claims are the creditor groups entitled to vote on the Plan. Pursuant to Bankruptcy Rule 9019, and prior to Confirmation, the Debtors will seek the Bankruptcy Court's approval of a settlement with YPF S.A., parent of YPF Holdings, Inc., which purchased Maxus in the 1990s. On June 15, 2016, the parties reached the settlement of the Debtors' claims against YPF and its affiliates and executed a settlement agreement on June 17, 2016, pursuant to which (a) YPF agreed to pay $130 million to the Debtors and their Estates upon the satisfaction of certain conditions, and (b) YPF Holdings agreed to provide debtor-in-possession financing in the amount of $63.1 million to the Debtors, of which $34.35 million is subordinate in payment to all general unsecured claims. In exchange, the Debtors agreed to, among other things, (i) release their claims against the YPF Entities, and (ii) prosecute the Chapter 11 Cases in accordance with certain case milestones set forth in the DIP Agreement. If the Bankruptcy Court does not enter the YPF Approval Order, any Claim that was sought to be settled pursuant to the YPF Settlement will be transferred to the Liquidating Trust and will become Liquidating Trust Available Assets for prosecution in accordance with the Liquidating Trust Agreement. In addition, if the Bankruptcy Court enters the YPF Approval Order, and subject to the terms of the order, the Allowed YPF Claims are deemed to be Allowed Administrative Claims, and all Allowed YPF Claims will be paid in full and in Cash on the Effective Date, or as soon as practicable thereafter; provided, however, that the DIP Tranche A Claim and the DIP Tranche B Claim will receive the treatment set forth in Articles II.A. and III.E. of the Plan, respectively. About Maxus Energy Corporation Maxus Energy Corporation and four of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 (Bankr. D. Del., Case No. 16-11501) on June 17, 2016. The Debtors intend to use the breathing spell afforded by the Bankruptcy Code to decide whether their existing environmental remediation operations and oil and gas operations can be restructured as a sustainable, stand-alone enterprise. The Debtors have engaged Young Conaway Stargatt & Taylor, LLP as local counsel, Morrison & Foerster LLP as general bankruptcy counsel, Zolfo Cooper, LLC as financial advisor and Prime Clerk LLC as claims and noticing agent, all are subject to the Bankruptcy Court's approval. The Debtors have hired Keen-Summit Capital Partners LLC as real estate broker. The Debtors also engaged Hilco Steambank to market and sell their internet protocol numbers and other internet number resources, and EnergyNet.com to market and sell the Debtors' rights, title, and interest in and to the oil and gas properties. On July 7, 2016, the United States Trustee for the District of Delaware filed a Notice of Appointment of Committee of Unsecured Creditors. The Committee selected Schulte Roth & Zabell LLP as counsel, and Cole Schotz as Delaware co-counsel. Berkeley Research Group, LLC, serves as financial advisor for the Committee. Andrew Vara, acting U.S. Trustee for Region 3, appointed the following to a committee of retirees: John Leslie Jackson, Sr., Gerald G. Carlton, and Robert E. Garbesi. Counsel to the Retiree Commitete are: Charles Gibbs, Esq. Eric Seitz, Esq. Eric Haitz, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP 1700 Pacific Avenue, Suite 4100 Dallas, TX 75201-4624 - and - William Bowden, Esq. ASHBY & GEDDES, P.A. 500 Delaware Avenue, 8th Fl. P.O. Box 1150 Wilmington, DE 19899-1150 Counsel for YPF S.A. and YPF Holdings, Inc. are: Howard Seife, Esq. Samuel S. Kohn, Esq. Francisco Vazquez, Esq. CHADBOURNE & PARKE LLP 1301 Avenue of the Americas New York, NY 10019 - and - Adam G. Landis, Esq. LANDIS RATH & COBB LLP 919 Market Street, Suite 1800 Wilmington, DE 19801 MAXUS ENERGY: Taps Energynet.com to Sell Stake in Neptune Field --------------------------------------------------------------- Maxus Energy Corporation and its debtor-affiliates seek permission from the U.S. Bankruptcy Court for the District of Delaware to employ Energynet.com as sales broker and consultant for the Debtors, nunc pro tunc to December 5, 2016. The Debtors said that, in accordance with the scope of the Retention Order, they wish to expand the scope of EnergyNet's work to include marketing and selling the Debtors' 15% working interest in the Neptune field in the deep waters of the Gulf of Mexico. The Debtors and EnergyNet have agreed to amend the Engagement Agreement as follows: a. Exhibit B (Description of Properties) to the Engagement Agreement is amended such that defined term "Properties" is expanded to include the 15% working interest of Maxus (U.S.) Exploration Company in the Neptune oil field located in the deep waters of the Gulf of Mexico, which comprises five blocks in the Atwater Valley production area: 573, 574, 575, 617 and 618 (the "Neptune Working Interest"). b. Exhibit C (Negotiated Sale Commission Fee Schedule) to the Engagement Agreement is amended to include the following (without modifying any of the existing text): In the event that a sale of the Neptune Working Interest is consummated, SELLER shall pay to ENERGYNET, for its sales brokerage and consulting services, a fixed fee of ten thousand dollars ($10,000) plus an additional variable fee of either: (a) 25% of the normal commission rate if the buyer is any of the current joint venture partners in the Neptune field, namely BHP Billiton or any of its affiliates, W &T Offshore or any of its affiliates, and Enven Energy Ventures or any of its affiliates, or (b) 100% of the normal commission rate if the buyer brought by ENERGYNET is a unique buyer other than the current venture partners in the Neptune field. For purposes of determining what percentage to apply to the sales price of the Neptune Working Interest for purposes of calculating the normal commission rate, the sales price for the Neptune Workin Interest shall be aggregated with the sales price received for the sale of the ORRIs (Overriding Royalty Interests). c. the Amendment is effective as of December 5, 2016 and is subject to the final approval of the Bankruptcy Court. d. other than as set forth in the Amendment, all other terms and conditions of the Engagement Agreement remain in full force and effect as originally agreed. The Debtors have agreed to pay Energynet.com the proposed compensation in the Engagement Letter (the "Fee Structure"): a. Upon the closing of any sale of the Properties during the term of the engagement,4 or within 180 days following the end of the engagement, the Debtors shall pay EnergyNet a Sale Success Fee based on the schedule set forth on Exhibit C to the Engagement Agreement. b. The Sale Success Fee is based on the "total gross sales price received by the Debtors for the Properties. The term "total gross sales price" shall mean the total of all cash, plus the fair market value of all other non-cash forms of payment, received by the Debtors in connection with a sale. c. The Sale Success Fee and all other payments to EnergyNet shall be paid in cash, in immediately available funds from receipt of the closing, at its place of business in Potter County, Texas. If and when the Debtors seek Court approval of a sale, the Debtors will, as part of that application to the Court, seek approval of the payment, on an interim basis, of the Sale Success Fee. d. The Commission Schedule applies to sales as follows: 3.0% of the first $5,000,000 in aggregate sales; 2.5% of aggregate sales between $5,000,000 and $10,000,000; 2.0% of aggregate sales between $10,000,000 and $20,000,000; and 1.5% of aggregate sales greater than $20,000,000. e. In the event that a sale of the Neptune Working Interest is consummated, the Debtors shall pay to EnergyNet, for its sales brokerage and consulting services, a fixed fee of $10,000 plus an additional variable fee of either: (i) 25% of the normal commission rate if the buyer is any of the current joint venture partners in the Neptune field, namely BHP Billiton or any of its affiliates, W &T Offshore or any of its affiliates, and Enven Energy Ventures or any of its affiliates, or (ii) 100% of the normal commission rate if the buyer brought by EnergyNet is a unique buyer other than the current venture partners in the Neptune field. For purposes of determining what percentage to apply to the sales price of the Neptune Working Interest for purposes of calculating the normal commission rate, the sales price for the Neptune Working Interest shall be aggregated with the sales price received for the sale of the ORRIs (Overriding Royalty Interests). f. There is no sales tax on the Sale Success Fee. Energynet.com can be reached at: Chris Atherton EnergyNet.com, Inc. 7201 I-40 West, Ste. 319 Amarillo, TX 79106 Phone: 806-351-2953 Fax: 806-354-2835 About Maxus Energy Corporation Maxus Energy Corporation and four of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 (Bankr. D. Del., Case No. 16-11501) on June 17, 2016. The Debtors intend to use the breathing spell afforded by the Bankruptcy Code to decide whether their existing environmental remediation operations and oil and gas operations can be restructured as a sustainable, stand-alone enterprise. The Debtors have engaged Young Conaway Stargatt & Taylor, LLP as local counsel, Morrison & Foerster LLP as general bankruptcy counsel, Zolfo Cooper, LLC as financial advisor and Prime Clerk LLC as claims and noticing agent, all are subject to the Bankruptcy Court's approval. The Debtors hired Keen-Summit Capital Partners LLC as real estate broker. The Debtors also engaged Hilco Steambank to market and sell their internet protocol numbers and other internet number resources, and EnergyNet.com to market and sell the Debtors' rights, title, and interest in and to the oil and gas properties. On July 7, 2016, the United States Trustee for the District of Delaware filed Notice of Appointment of Committee of Unsecured Creditors. The Committee selected Schulte Roth & Zabell LLP as counsel, and Cole Schotz as Delaware co-counsel. Berkeley Research Group, LLC, serves as financial advisor for the Committee. Andrew Vara, acting U.S. Trustee for Region 3, appointed the following to a committee of retirees: John Leslie Jackson, Sr., Gerald G. Carlton, and Robert E. Garbesi. The Retirees Committee retained Akin Gump Strauss Hauer & Feld LLP as counsel and Ashby & Geddes, P.A. as co-counsel. * * * On December 29, 2016, the Debtors filed their Plan of Liquidation and the Disclosure Statement related thereto. The Bankruptcy Court will hold a hearing to consider approval of the Disclosure Statement on March 7, 2017, at 10:00 a.m. (ET). MCO INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: MCO Industries Inc. PO Box 1264 San Lorenzo, PR 00754 Case No.: 17-00961 Chapter 11 Petition Date: February 15, 2017 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Hon. Edward A Godoy Debtor's Counsel: Hector Eduardo Pedrosa, Esq. LAW OFFICES OF HECTOR EDUARDO PEDROSA LUNA P O Box 9023963 San Juan, PR 00902 Tel: 787-930-2625 Fax: 787-754-1109 Email: hectorpedrosa@gmail.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by John McComas Miro, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/prb17-00961.pdf MEMORIAL PRODUCTION: Disclosure Statement Hearing on Feb. 27 ------------------------------------------------------------ The Hon. Marvin Isgur of the Bankruptcy Court for the Southern District of Texas, in Houston, will convene a hearing on February 27, 2017 at 2:00 p.m. (Central Time), to consider approval of the Disclosure Statement explaining Memorial Production Partners LP and its debtor-affiliates' Chapter 11 plan. Any objections to approval of the Disclosure Statement must: (i) be in writing; (ii) conform to the applicable Bankruptcy Rules and the Local Rules; (iii) set forth the name of the objecting party, the basis for the objection, and the specific grounds thereof; and (iv) be filed with the Court, together with proof of service. Any such responses or objections must be filed by February 21, 2017. The Debtors filed the Plan documents on January 17, 2017. As reported by the Troubled Company Reporter, Memorial Production Partners and its affiliates voluntarily filed petitions under Chapter 11 after reaching agreements with their noteholders and lenders on a financial restructuring that will eliminate $1.3 billion of debt from their balance sheet. The cash-strapped energy company sought bankruptcy protection citing the dramatic decline in the prices of crude oil and natural gas. Without the restructuring, the Company anticipates it would almost certainly default under financial covenants in its RBL Credit Agreement in the first quarter of 2017. Following numerous discussions, the Debtors entered into plan support agreements, dated as of Dec. 22, 2016, with the overwhelming majority of their major creditor constituencies: 100% of the RBL Credit Facility Lenders and members of the Ad Hoc Group holding approximately 69% of the Debtors' Unsecured Notes. The proposed joint plan of reorganization provides for, among other things, an unsecured-debt-for-equity exchange and an amendment to the Debtors' secured credit facility that together would substantially deleverage the Debtors' balance sheet: * The Debtors' RBL Credit Facility would be amended such that the new borrowing base would permit the reorganized Debtors adequate liquidity. The size of the RBL Credit Facility has already been reduced prepetition through the consensual liquidation of derivatives contracts and application of the proceeds to amounts outstanding under the RBL Credit Facility. Certain Hedges, however, remain in place to provide commodity price protection to the reorganized Debtors during the next two years. Under the RBL Plan Support Agreement, 100% of RBL Credit Facility Lenders agreed to elect the first-out tranche of the amended RBL Credit Facility. * The Debtors' Unsecured Notes would be cancelled, and the holders thereof would receive 98% of the equity in the corporation that will become the reorganized Debtors (subject to certain dilutive equity issuances specified in the Plan). * Holders of Beta Trust Claims would receive payment in full, either through a subordinated lien in the proceeds of a surety bond equal to 100% of their claims, or through unimpairment of their claims, at the election of the Debtors. * Holders of other general unsecured claims would be unimpaired. * Holders of equity interests in the Debtors would be cancelled, and holders of MEMP's limited partnership units would receive, on account of those units, 2% of the equity in the reorganized Debtors and five-year cashless warrants to acquire up to 8% of the New Common Shares at a per share exercise price equal to the principal and interest accrued on the Unsecured Notes as of Dec. 31, 2016, divided by the number of issued and outstanding New Common Shares, as determined in accordance in the Plan and subject to certain dilutive equity issuances specified in the Plan. The Debtors said that their extensive negotiations with the RBL Credit Facility Agent resulted in an agreement with the RBL Credit Facility Agent and RBL Credit Facility Lenders to permit them consensual use of cash collateral during the pendency of these Chapter 11 cases, subject to the Court's approval. According to the Debtors, the arrangements represent a flexible, interim solution to their near-term liquidity needs, preserving the status quo while providing them with sufficient liquidity to fund their business and to pursue and consummate a successful restructuring. About Memorial Production Partners LP Memorial Production Partners LP -- http://www.memorialpp.com/-- is a publicly traded partnership engaged in the acquisition, production and development of oil and natural gas properties in the United States. MEMP's properties consist of mature, legacy oil and natural gas fields. MEMP is headquartered in Houston, Texas. Memorial Production Partners LP, Memorial Production Finance Corporation and their debtor-affiliates filed a Chapter 11 petition (Bankr. S.D. Tex. Lead Case No. 17-30262) on January 16, 2017. The cases are assigned before the Hon. Marvin Isgur. The Debtors are represented by Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in Houston, Texas; and Gary T. Holtzer, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, New York. The Debtors' financial advisor is Perella Weinberg Partners LP. The Debtors' Restructuring Advisor is Alixpartners, LLP. The Debtors' claims, noticing, and solicitation agent is Rust Consulting/Omni Bankruptcy. At the time of filing, the Debtors had estimated assets of $1 billion to $10 billion and estimated debts of $1 billion to $10 billion. MEMORIAL PRODUCTION: Hires AlixPartners as Financial Advisor ------------------------------------------------------------ Memorial Production Partners LP, et al., seek authorization from the U.S. Bankruptcy Court for the Southern District of Texas to employ AlixPartners, LLP as financial advisor, nunc pro tunc to the January 16, 2017 petition date. The Debtors require AlixPartners to: -- assist the Debtors with the preparation of a mortgage analysis model and reporting of results, including the linking of mortgages to oil and gas leases and associated reserve value; -- assist the Debtors' management in developing a restructuring strategy; -- assist the Debtors to develop contingency plans and financial alternatives in the event an out-of-court restructuring cannot be achieved; and -- assist with such other matters as may be requested that fall within AlixPartners' expertise and that are mutually agreeable. AlixPartners will be paid at these hourly rates: James A. Mesterharm, Managing Director $1,070 John R. Castellano, Managing Director $1,015 Marc J. Brown, Managing Director $950 Henry Colvin, Director $770 John Creighton, Director $720 Christopher Rubel, Director $720 Scott Tandberg, Director $720 Uday R. Bhamidipati, Associate $400 Ryan H. Komendowski, Associate $365 Emilia V. Kanazireva, Analyst $315 Samuel K. Lemack, Analyst $315 Managing Director $960–$1,135 Director $745-$910 Vice President $550-$660 Associate $380-$520 Analyst $135-$365 Paraprofessional $250-$270 AlixPartners will also be reimbursed for reasonable out-of-pocket expenses incurred. AlixPartners currently holds a retainer payment of $200,000 (the "Retainer"). In the 90 days prior to the Petition Date including the Retainer described above, the Debtors paid AlixPartners a total of approximately $2,034,845.19 incurred in providing services to the Debtors in contemplation of, and in connection with, prepetition restructuring activities. John R. Castellano, managing director with AlixPartners, 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. AlixPartners can be reached at: John R. Castellano ALIXPARTNERS, LLP 909 Third Avenue New York, NY 10022 Tel: (212) 490-2500 Fax: (212) 490-1344 About Memorial Production Partners LP Memorial Production Partners LP -- http://www.memorialpp.com/-- is a publicly traded partnership engaged in the acquisition, production and development of oil and natural gas properties in the United States. MEMP's properties consist of mature, legacy oil and natural gas fields. MEMP is headquartered in Houston, Texas. Memorial Production Partners LP, Memorial Production Finance Corporation and their debtor-affiliates filed a Chapter 11 petition (Bankr. S.D. Tex. Lead Case No. 17-30262) on January 16, 2017. The Debtors are represented by Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in Houston, Texas; and Gary T. Holtzer, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, New York. The Debtors' financial advisor is Perella Weinberg Partners LP. The Debtors' Restructuring Advisor is Alixpartners, LLP. The Debtors' claims, noticing, and solicitation agent is Rust Consulting/Omni Bankruptcy. At the time of filing, the Debtors had estimated assets of $1 billion to $10 billion and estimated debts of $1 billion to $10 billion. MEMORIAL PRODUCTION: Hires Ordinary Course Professionals -------------------------------------------------------- Memorial Production Partners LP, et al., seek authorization from the U.S. Bankruptcy Court for the Southern District of Texas to employ ordinary course professionals to the Debtors. These Ordinary Course Professionals provide a range of services to the Debtors relating to, among other things, litigation, regulatory, environmental, securities, compensation, general corporate, transactional, real estate, tax, and other matters that have a direct and significant impact on the Debtors' day-to-day operations. Continued employment of these Ordinary Course Professionals, the Debtors contend, is essential to avoid disruption to their normal business operations and the cost, expense, and delay of securing replacement professionals. Memorial Production hires these ordinary course professionals: Name Type of Service Akin, Gump, Strauss, Hauer Law Firm & Feld LLP Andrews, Lagasse, Branch & Law Firm Bell LLP Bracewell LLP Law Firm Coghlan Crowson, LLP Law Firm Donato, Minx, Brown & Pool, P.C. Law Firm Dougherty Law Firm Law Firm Faegre Baker Daniels LLP Law Firm Grant, Genovese & Baratta Law Firm Hampe & Iglesias Law Firm Kirby, Matthews & Walrath, PLLC Law Firm Labanowski & Associates Law Firm Locke Lord LLP Law Firm Paul Hastings LLP Law Firm PricewaterhouseCoopers LLP Accounting Services Richards, Layton & Finger, P.A. Law Firm Ryder Scott Company, LP Consulting Services Slattery, Marino & Roberts Law Firm Stinnett & Associates LLC Accounting Services Susman Godfrey Law Firm Murphy & Evertz Law Firm The ordinary course professionals can be reached at: Akin, Gump, Strauss, Hauer & Feld LLP 300 West 6th St., Suite 2100 Austin, TX 78701 Andrews, Lagasse, Branch & Bell LLP 4365 Executive Drive Ste 950 San Diego, CA 92121 Bracewell LLP P.O. Box 848566 Dallas, TX 75284-8566 Coghlan Crowson, LLP P.O. Box 2665 Longview, TX 75606 Donato, Minx, Brown & Pool, P.C. 3200 Southwest Freeway, Ste. 2300 Houston, TX Dougherty Law Firm 1106 First Place Tyler, TX 75702 Faegre Baker Daniesl LLP 3200 Wells Fargo Center 1700 Lincoln Street Denver, CO 80203-4532 Grant, Genovese & Baratta 2030 North College Ave., Ste 1600 Irvine, CA Hampe & Iglesias 102 North College Ave, Ste 1030 Tyler, TX 75702 Kirby, Matthews & Walrath, PLLC 815 Walker St., Suite 240 Houston, TX 77002 Labanowski & Associates 2000 Bering Dr Houston, TX 77057 Locke Lord LLP P.O. Box 301170 Dallas, TX 75303-1170 Paul Hastings LLP Lockbox 4803, P.O. Box 894803 Los Angeles, CA 90189-4830 PricewaterhouseCooper LLP P.O. Box 952282 Dallas, TX 75395-2282 Richards, Layton & Finger, P.A. One Rodney Square, 920 North King Street Wilmington, DE 19801 Ryder Scott Company Lp 1100 Louisiana St., Ste 4600 Houston, TX 77002 Slattery, Marino & Roberts 1100 Poydras St, Ste 1800 New Orleans, LA 70163 Stinnett & Associates LLC 8801 S Yale Suite 330 Tulsa, OK 74137 Susman Godfrey 1000 Louisiana, Suite 5100 Houston, TX 77002 Murphy & Evertz 650 Town Center Drive, Suite 550 Costa Mesa, CA 92626 About Memorial Production Partners LP Memorial Production Partners LP -- http://www.memorialpp.com/-- is a publicly traded partnership engaged in the acquisition, production and development of oil and natural gas properties in the United States. MEMP's properties consist of mature, legacy oil and natural gas fields. MEMP is headquartered in Houston, Texas. Memorial Production Partners LP, Memorial Production Finance Corporation and their debtor-affiliates filed a Chapter 11 petition (Bankr. S.D. Tex. Lead Case No. 17-30262) on January 16, 2017. The Debtors are represented by Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in Houston, Texas; and Gary T. Holtzer, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, New York. The Debtors' financial advisor is Perella Weinberg Partners LP. The Debtors' Restructuring Advisor is Alixpartners, LLP. The Debtors' claims, noticing, and solicitation agent is Rust Consulting/Omni Bankruptcy. At the time of filing, the Debtors had estimated assets of $1 billion to $10 billion and estimated debts of $1 billion to $10 billion. MEMORIAL PRODUCTION: Sec. 341 Creditors' Meeting Set for Feb. 27 ---------------------------------------------------------------- A Sec. 341 meeting of creditors of Memorial Production Partners LP is scheduled for February 27, 2017, at 10:00 a.m. (CT). The debtor’s representative must attend the meeting to be questioned under oath. Creditors may attend, but are not required to do so. The meeting will be held at: U.S. Bankruptcy Court United States Courthouse 515 Rusk Avenue Room 3401-D Houston, TX 77002 The debtor's representative must attend the meeting to be questioned under oath. Creditors may attend, but are not required to do so. The meeting may be continued or adjourned to a later date. If so, the date will be on the court docket. About Memorial Production Partners LP Memorial Production Partners LP -- http://www.memorialpp.com/-- is a publicly traded partnership engaged in the acquisition, production and development of oil and natural gas properties in the United States. MEMP's properties consist of mature, legacy oil and natural gas fields. MEMP is headquartered in Houston, Texas. Memorial Production Partners LP, Memorial Production Finance Corporation and their debtor-affiliates filed a Chapter 11 petition (Bankr. S.D. Tex. Lead Case No. 17-30262) on January 16, 2017. The cases are assigned before the Hon. Marvin Isgur. The Debtors are represented by Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in Houston, Texas; and Gary T. Holtzer, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, New York. The Debtors' financial advisor is Perella Weinberg Partners LP. The Debtors' Restructuring Advisor is Alixpartners, LLP. The Debtors' claims, noticing, and solicitation agent is Rust Consulting/Omni Bankruptcy. At the time of filing, the Debtors had estimated assets of $1 billion to $10 billion and estimated debts of $1 billion to $10 billion. MEMORIAL PRODUCTION: Taps Perella Weinberg as Financial Advisor --------------------------------------------------------------- Memorial Production Partners LP and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Southern District of Texas to employ Perella Weinberg Partners LP as financial advisor, nunc pro tunc to the January 16, 2017 petition date. The Debtors require Perella Weinberg to provide: General Financial Advisory and Investment Banking Services: (a) review the Company's financial condition and outlook; (b) assist in the development of financial data and presentations to the Company's board of directors, stakeholders, or other parties; (c) analyze the Company's financial liquidity and evaluate alternatives to improve such liquidity; (d) evaluate the Company's debt capacity and alternative capital structures; (e) participate in negotiations among the Company and its creditors, suppliers, lessors, or other interested parties with respect to any of the transactions contemplated by the Engagement Letter; (f) advise the Company and negotiate with lenders or bondholders with respect to potential waivers or amendments of various credit facilities or bonds, as applicable; and (g) provide such other advisory services as are customarily provided in connection with the analysis and negotiation of any of the transactions contemplated by the Engagement Letter, as requested and mutually agreed. Restructuring Services: (a) analyze various Restructuring scenarios and the potential impact of these scenarios on the value of the Company and the recoveries of those stakeholders impacted by the Restructuring; (b) provide strategic advice with regard to restructuring; (c) provide financial advice and assistance to the Company in developing a Restructuring; (d) in connection therewith, provide financial advice and assistance to the Company in structuring any new securities to be issued under a Restructuring; and (e) assist the Company and/or participate in negotiations with entities or groups affected by the Restructuring. To the extent requested by the Company: Financing Services: (a) provide financial advice to the Company in structuring and effecting a Financing, identify potential Investors and contact and solicit such Investors; and (b) assist in arranging of a Financing, including identifying potential sources or capital, assisting in the due diligence process, and negotiating the terms of any proposed Financing. Perella Weinberg will be compensated for its services as follows: -- a monthly financial advisory fee of $175,000, due and payable on the first day of each month until the earlier of the completion of a Restructuring or the termination of PWP's engagement pursuant to terms of the Engagement Letter; provided that 50% of the monthly fees paid following the payment of four full monthly fees (beginning with the monthly fee due October 1, 2016, before the Petition Date) shall be creditable against the restructuring fee described immediately below; plus -- a restructuring fee equal to $8,700,000 (i) if the Company completes any Restructuring prior to or without commencing a case under chapter 11 of the Bankruptcy Code, upon consummation of the Restructuring, or (ii) if the Company commences a case under chapter 11 of the Bankruptcy Code, upon consummation of the plan in connection with such case that effects such Restructuring, provided, however, that if the Restructuring takes the form of a "prepackaged" or a "prearranged" bankruptcy, then (x) 50% of PWP's restructuring fee shall be payable on the earlier of (A) execution by the Company of a restructuring support agreement, lock-up agreement, or similar agreement and (B) the launch of solicitation of votes for a prepackaged or a prearranged reorganization plan and (y) the remaining 50% shall be payable promptly upon consummation of a Restructuring; plus -- a financing fee in an amount to be agreed upon between the Company and PWP at a later time, subject to further Court order, for any Financing6 of debt securities, payable promptly upon consummation of such Financing; provided however, that an amendment of the existing credit facility shall not be deemed a Financing; plus -- a financing fee in an amount to be agreed upon between the Company and PWP at a later time, subject to further Court order, for any Financing of equity or equity-linked securities, including any equity rights offering proceeds or backstopped rights offering commitment amount, payable promptly upon consummation of such Financing. Perella Weinberg will also be reimbursed for reasonable out-of-pocket expenses incurred. Kevin M. Cofsky, partner of Perella Weinberg, 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. Perella Weinberg can be reached at: Kevin M. Cofsky PERELLA WEINBERG PARTNERS LP 767 Fifth Avenue New York, NY 10153 Tel: (212) 287-3200 Fax: (212) 287-3201 About Memorial Production Partners LP Memorial Production Partners LP -- http://www.memorialpp.com/-- is a publicly traded partnership engaged in the acquisition, production and development of oil and natural gas properties in the United States. MEMP's properties consist of mature, legacy oil and natural gas fields. MEMP is headquartered in Houston, Texas. Memorial Production Partners LP, Memorial Production Finance Corporation and their debtor-affiliates filed a Chapter 11 petition (Bankr. S.D. Tex. Lead Case No. 17-30262) on January 16, 2017. The Debtors are represented by Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in Houston, Texas; and Gary T. Holtzer, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, New York. The Debtors' financial advisor is Perella Weinberg Partners LP. The Debtors' Restructuring Advisor is Alixpartners, LLP. The Debtors' claims, noticing, and solicitation agent is Rust Consulting/Omni Bankruptcy. At the time of filing, the Debtors had estimated assets of $1 billion to $10 billion and estimated debts of $1 billion to $10 billion. METROAREA AUTISTIC: Hires Foley & Lardner as Counsel ---------------------------------------------------- Association of Metroarea Autistic Children, Inc., seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ Foley & Lardner LLP, as counsel. The Debtor requires Foley to: a. give advice to the Debtor with respect to the Debtor's powers and duties as debtor in possession in the continued operation of the Debtor's business, including the negotiation and finalization of any financing agreements; b. assist in identification of assets and liabilities of the estate; c. assist the Debtor in formulating a plan of reorganization and to take necessary legal steps in order to confirm such plan, including the preparation and filing of a disclosure statement relating thereto; d. prepare and file on behalf of the Debtor, all necessary applications, motions, orders, reports, adversary proceedings and other pleadings and documents; e. appear in Court and to protect the interests of the Debtor before the Court; f. analyze claims and competing property interests, and negotiate with creditors and parties-in-interest on behalf of the Debtor; and g. perform other legal services for the Debtor which may be necessary in these proceedings. Foley lawyers who will work on the Debtor's case and their hourly rates are: Richard J. Bernard, Esq. $795 Alissa M. Nann, Esq. $630 Foley will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard J. Bernard, Esq., partner of Foley & Lardner 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. Foley may be reached at: Richard J. Bernard, Esq. Foley & Lardner LLP 90 Park Avenue New York, NY 10016 Tel: (212) 682-7474 Fax: (212) 687-2329 E-mail: rbernard@foley.com About Association for Metroarea Autistic Children Association for Metroarea Autistic Children, Inc., d/b/a AMAC, Inc., based in New York, New York, filed a chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-10123) on Jan. 20, 2017. The petition was signed by Keishea Allen, executive director. The Debtor is represented by Richard J. Bernard, Esq., at Foley & Lardner LLP. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor owns and operates a school for autistic children, grades kindergarten through high school, and provides ancillary and related services thereto. MGQ INVESTMENTS: Taps Van Guard Capital as Accountant ----------------------------------------------------- MGQ Investments & Development Inc. seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire an accountant. The Debtor proposes to hire Van Guard Capital Enterprise to prepare its report to the U.S. trustee of its personal financial transactions, and each month reconcile items which may require adjustments to its books and records. Van Guard will receive an initial fee of $300 and will be paid a monthly fee of $100. Van Guard does not hold or represent any interest adverse to the Debtor's bankruptcy estate, and is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The Debtor is represented by: Harrison Ross Byck, Esq. Kasuri Byck, LLC 340 Route 1 North Edison, NJ 08817 Tel: 732-253-7630 Fax: 732-253-7632 Email: lawfirm@kasuribyck.com About MGQ Investments & Development MGQ Investments & Development Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 16-33513) on December 9, 2016. The petition was signed by Halim Quddus, vice-president. The case is assigned to Judge Stacey L. Meisel. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. MHGE PARENT: Moody's Changes Outlook to Negative & Affirms B2 CFR ----------------------------------------------------------------- Moody's Investors Service changed the outlook on MHGE Parent, LLC to negative due to the secular issues impacting the key markets to which McGraw-Hill Education sells its learning materials. Moody's affirmed the B2 Corporate Family Rating ("CFR") and B2-PD Probability of Default Rating (PDR) for MHGE Parent, LLC. The ratings on existing HoldCo notes issued by MHGE Parent, LLC are also affirmed at Caa1. Moody's also affirmed Ba3 rating on the senior secured credit facility and B3 rating on the senior unsecured notes issued by McGraw-Hill Global Education Holdings, LLC (a subsidiary of MHGE Parent, LLC). The following rating actions were taken: Affirmations Issuer: MHGE Parent, LLC -- Corporate Family Rating, Affirmed at B2 -- Probability of Default Rating, Affirmed at B2-PD -- $500 Million Senior Unsecured Notes due 2019, Affirmed at Caa1 (LGD6) Issuer: McGraw-Hill Global Education Holdings, LLC -- $350 Million Senior Secured Revolving Credit Facility due 2021, Affirmed at Ba3 (LGD3, from LGD2) -- $1,575 Million Senior Secured Term Loan due 2022, Affirmed at Ba3 (LGD3, from LGD2) -- $400 Million Senior Unsecured Notes due 2024, Affirmed at B3 (LGD5) Outlook Action: Issuer: MHGE Parent, LLC -- Outlook, revised to Negative from Stable RATINGS RATIONALE Moody's change in rating outlook to negative reflects difficult conditions in the learning materials selling markets that MHGE serves. The higher education segment is exposed to secularly declining enrollment trends amidst an increasingly competitive environment with peers, and rental and used market providers. Furthermore, the incremental threat of open educational resources continues to weigh on the sector, as various non-profit and governmental bodies have encouraged the development of free or deeply discounted learning materials. The post-secondary education market was disrupted over the past 6-9 months with an inventory correction ahead of the Fall 2016 semester that contributed a fair volume of underperformance, though industry participants expect reduced returns as a result of slower ordering. Similar to its peers, McGraw-Hill remains exposed to these negative trends, albeit the company's direct to student sales of digital products have given its performance some advantage during the most recent YTD reporting period, highlighting its strengths in the digital products. While channel volatility is likely to be reversed over the next 12-18 months, and there is an expected strong front list of titles for FY 2017, Moody's expects McGraw Hill to continue to be exposed to this secularly weak industry. The K-12 learning materials market also remains challenged, with adoptions in fiscal 2016 not meeting industry expectations, as some participants have deferred purchasing to future years. However, MHGE was able to successfully take market share from its competitors in California ELA and other adoption markets. While open territory market grew year over year, McGraw Hill underperformed in billings in open territory, reporting a decline in YTD billings. Though higher expected adoption calendar in FY 2017 will bring some recovery to the K-12 adoption markets and may aid growth of open territory sales, Moody's remains concerned regarding the near-term outlook for the industry. A fiercely competitive environment for largely publicly disseminated funds poses execution risk, including new, and possibly less expensive, competitors seeking to distribute their content within K-12 markets. Thus far, McGraw Hill has been able to take share away from its peer competitors, and Moody's expects the company to at least maintain its market share over the near term. While digital transition of learning resources has been slow industry-wide due to technological and financial constraints, McGraw's strong position in digital adaptive products provides the company with incremental defense of its market share position. Moody's views positively the combined entity's ability to service both K-12 and higher education market segments which respond differently to variations in macro-economic conditions. The company generated $443 million in cash EBITDA during LTM period ending September 2016 (including Moody's standard adjustments and cash pre-publication costs as an expense), down 13% from FYE 2015 cash EBITDA of $511 million. Moody's estimates MHGE generated $68 million in free cash flow for LTM period ending September 2016. The negative rating outlook reflects Moody's view that MHGE's cash EBITDA will remain under pressure over the near term due to the weaker enrollment environment in higher education, and the uncertainty regarding spending in the K-12 market. Moody's expects the higher front list of titles as well as greater number of expected adoptions to partially offset the secular weaknesses in the industry. Moody's expects MHGE will maintain good liquidity over the next 12 months and generate low-single-digit percentage free cash flow-to-debt in FY 2017, while maintaining its competitive position. Moody's expects leverage will remain flat over the next 12 months. MHGE's ratings could be downgraded if the company's revenue base erodes further as a result of soft market conditions or if the transition to digital offerings stalls. Weak free cash flow generation, debt-to-EBITDA being sustained above 6x (including Moody's standard adjustments and cash pre-publication costs as an expense), leveraging acquisitions, unexpected shareholder distributions, or a deterioration of liquidity could also result in a downgrade. An upgrade of the corporate family rating of MHGE is not likely given the negative outlook. Consistently demonstrated revenue and cash EBITDA growth that reduce leverage to near low 5x debt-to-cash EBITDA will be needed to stabilize the outlook for the rating. Expectation of good liquidity would also be needed for stable outlook. The principal methodology used in these ratings was Global Publishing Industry published in December 2011. MHGE Parent, LLC, headquartered in New York, NY, is a global provider of educational materials and learning services targeting the higher education, K-12, professional learning and information markets with content, tools and services delivered via digital, print and hybrid offerings. A subsidiary of a publishing company that was formed in 1909, MHGE is one of the three largest U.S. publishers focusing on the higher education and K-12 markets. The company was acquired by funds affiliated with Apollo Global Management, LLC in March 2013 for a combined $2.4 billion purchase price and is a wholly-owned subsidiary of MHE US Holdings, LLC. The company reported revenues of $1.8 billion for LTM ending September 30, 2016. MIAMI NEUROLOGICAL AVENTURA: Taps Brett A. Elam as Legal Counsel ---------------------------------------------------------------- Miami Neurological Institute at Aventura, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire The Law Offices of Brett A. Elam, P.A. to give legal advice regarding its duties under the Bankruptcy Code, negotiate with creditors, assist in the preparation of a bankruptcy plan, and provide other legal services. The rates charged by the firm range from $225 per hour to $375 per hour. Brett Elam, 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: Brett A. Elam, Esq. The Law Offices of Brett A. Elam, P.A. 105 S. Narcissus Avenue, Suite 802 West Palm Beach, FL 33401 Tel: (561) 833-1113 About Miami Neurological Institute at Aventura LLC Miami Neurological Institute at Aventura, LLC, a Florida-based company, is a tenant under a nonresidential real property lease. The facility is located in Miami-Dade County, Florida, and is where Miami Neurological Institute, LLC operates its neurological spine surgery center. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S. D. Fla. Case No. 17-11365) on February 2, 2017. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $1 million. MINDEN AIR: Asks Court to Extend Plan Filing Deadline to April 17 ----------------------------------------------------------------- Minden Air Corp. asks the U.S. Bankruptcy Court for the District of Nevada to extend the time period to file its plan of reorganization, to and including April 17, 2017, and the corresponding exclusive period for obtaining confirmation of Debtor's filed plan of reorganization, to and including June 16, 2017. The Debtor tells the Court that it needs additional time to prepare adequate information and formulate a plan of reorganization. The Debtor also tells the Court that its principals have just closed escrow on the sale of their home and paid off one of the Debtor's secured creditors. As such, the Debtor needs time to negotiate further with its remaining creditors in order to formulate its plan. About Minden Air Corp. Minden Air Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 16-51033) on August 18, 2016. The petition was signed by Leonard K. Parker, president. The case is assigned to Judge Bruce T. Beesley. At the time of the filing, the Debtor disclosed $5.07 million in assets and $883,504 in liabilities. MRN HOMES: Cash Collateral Use on Final Basis Allowed ----------------------------------------------------- Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the Northern District of Georgia authorized MRN Homes of Georgia, LLC, to use cash collateral on a final basis. BizFi asserts a claim in the amount of approximately $350,000. It further asserts that the Claim is secured by accounts receivables generated from the Debtor's business. PIRS Capital, Pearl Capital, LLC, Yellowstone Capital, LLC, and Kabbage, Inc. also assert an interest in the Debtor's accounts receivables. The Debtor's schedules indicate that the total value of accounts receivables as of the Petition Date is $321,859.31. The approved Budget provides for total expenses in the amount of $605,101.11. BizFi and the other creditors were granted a valid and properly perfected security interest on all property acquired by the Debtor after the Petition Date, that is of the same or similar nature, kind or character, and priority as BizFi's and the other creditors', including all cash, receivables, and accounts of the Debtor. The replacement liens will be subject to the quarterly fees required to be paid pursuant to 28 U.S.C. Section 1930(a), and any fees payable to the Clerk of the Bankruptcy Court. A full-text copy of the Final Order, dated February 8, 2017, is available at http://bankrupt.com/misc/MRNHomes2017_1750831wlh_32.pdf BizFi, LLC can be reached at: BIZFI, LLC 460 Park Ave. S 10th Floor New York, NY 10016 Yellowstone Capital, LLC can be reached at: YELLOWSTONE CAPITAL, LLC c/o Vadim Serebro, Esq. 17 State St., Suite 400 New York, NY 10004 Pearl Capital, LLC can be reached at: PEARL CAPITAL, LLC 1020 Park Avenue, Apt. 7A New York, NY 10028 PIRS Capital can be reached at: PIRS CAPITAL 40 Exchange Place, Suite 403 New York, N.Y. 10005 Kabbage, Inc. can be reached at: KABBAGE, INC. P.O. Box 77081 Atlanta, GA 30357 About MRN Homes of Georgia, LLC MRN Homes of Georgia, LLC is a Georgia limited liability company that is primarily in the business of residential roofing. MRN Homes of Georgia, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 17-50831) on Jan. 17, 2017. The petition was signed by James W. Hewatt, owner/managing member. The Debtor is represented by Will B. Geer, Esq., at the Law Office of Will B. Geer, LLC. The case is assigned to Judge Wendy L. Hagenau. The Debtor estimated assets at $500,000 to $1 million and liabilities at $1 million to $10 million at the time of the filing. NAKED BRAND: Amends Letter of Intent with Bendon Limited -------------------------------------------------------- Naked Brand Group Inc. and Bendon Limited entered into Amendment No. 1 to the Letter of Intent, dated Dec. 19, 2016, entered into by the Company and Bendon in connection with a proposed business combination, according to a Form 8-K report filed with the Securities and Exchange Commission. The Amendment (i) extends the date, from Feb. 10, 2017, to March 10, 2017, by which the parties shall have entered into a definitive agreement regarding the Business Combination before certain penalties may be incurred; (ii) adjusts the Net Asset Amount (as defined in the Amendment) to $1.359 million, which amount will be adjusted as a result of any additional capital transactions as agreed to by the Company and Bendon, and is used to determine, in part, the extent to which the number of shares of the Company's common stock proposed to be issued to Bendon in the Business Combination would be adjusted; and (iii) amends certain other terms and conditions of the Original LOI. A full-text copy of the Amended LOI, dated Feb. 9, 2017, as filed with the SEC is available for free at https://is.gd/nXdaIb About Naked Brand Naked Brand Group Inc. designs, manufactures, and sells men's innerwear and lounge apparel products in the United States and Canada. It offers various innerwear products, including trunks, briefs, boxer briefs, undershirts, T-shirts, and lounge pants under the Naked brand, as well as under the NKD sub-brand for men. The company sells its products to consumers and retailers through wholesale relationships and direct-to-consumer channel, which consists of an online e-commerce store, thenakedshop.com. Naked Brand Group Inc. is based in New York. Naked Brand reported a net loss of US$19.06 million on US$1.38 million of net sales for the year ended Jan. 31, 2016, compared to a net loss of US$21.07 million on US$557,000 of net sales for the year ended Jan. 31, 2015. As of July 31, 2016, Naked Brand had US$2.99 million in total assets, US$1.44 million in total liabilities and US$1.55 million in total stockholders' equity. BDO USA, LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Jan. 31, 2016, noting that the Company incurred a net loss of $19,063,399 for the year ended Jan. 31, 2016, and the Company expects to incur further losses in the development of its business. This condition raises substantial doubt about the Company's ability to continue as a going concern, the auditors said. NAKED BRAND: Enters Into 'At Market' Deal with Maxim Group ---------------------------------------------------------- Naked Brand Group Inc. entered into an At The Market Offering Agreement with Maxim Group LLC pursuant to which the Company may sell from time to time, up to an aggregate of $5,000,000 of shares of the Company's common stock, par value $0.001 per share, through Maxim, as sales agent. Any Shares offered and sold in the Offering will be issued pursuant to a shelf registration statement on Form S-3 (File No. 333-213965), which was declared effective by the Securities and Exchange Commission on Oct. 19, 2016, the prospectus and the prospectus supplement relating to the Offering that forms a part of the Form S-3. Subject to the terms and conditions of the Agreement, Maxim will use its commercially reasonable efforts to sell the Shares from time to time, based on the Company's instructions. Under the Agreement, Maxim may sell the Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including, without limitation, sales made directly on the Nasdaq Capital Market. The Company is not obligated to make any sales of Shares under the Agreement. The offering of the Shares of Common Stock pursuant to the Agreement will terminate upon the earlier of (i) the sale of all Common Stock subject to the Agreement or (ii) termination of the Agreement in accordance with its terms. Under the terms of the Agreement, Maxim will be entitled to a commission at a fixed rate of 3.5% of the gross sales price of Shares sold under the Agreement. The Company will also reimburse Maxim for certain expenses incurred in connection with the Agreement, and agreed to provide indemnification and contribution to Maxim with respect to certain liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended. About Naked Brand Naked Brand Group Inc. designs, manufactures, and sells men's innerwear and lounge apparel products in the United States and Canada. It offers various innerwear products, including trunks, briefs, boxer briefs, undershirts, T-shirts, and lounge pants under the Naked brand, as well as under the NKD sub-brand for men. The company sells its products to consumers and retailers through wholesale relationships and direct-to-consumer channel, which consists of an online e-commerce store, thenakedshop.com. Naked Brand Group Inc. is based in New York. Naked Brand reported a net loss of US$19.06 million on US$1.38 million of net sales for the year ended Jan. 31, 2016, compared to a net loss of US$21.07 million on US$557,000 of net sales for the year ended Jan. 31, 2015. As of July 31, 2016, Naked Brand had US$2.99 million in total assets, US$1.44 million in total liabilities and US$1.55 million in total stockholders' equity. BDO USA, LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Jan. 31, 2016, noting that the Company incurred a net loss of $19,063,399 for the year ended Jan. 31, 2016, and the Company expects to incur further losses in the development of its business. This condition raises substantial doubt about the Company's ability to continue as a going concern, the auditors said. NASTY GAL: Can Use Hercules Capital Cash on Final Basis ------------------------------------------------------- Judge Sheri Bluebond of the U.S. Bankruptcy Court for the Central District of California authorized Nast Gal Inc. to use the cash collateral of Hercules Capital, Inc., f/k/a Hercules Technology Growth Capital Inc., in its capacity as administrative agent for itself and several banks and other financial institutions, on a final basis. The Debtor owes Hercules Capital, Inc., et al., collectively known as the Prepetition Lender, the aggregate amount of not less than $13,788,855. The Court had authorized the Debtor to proceed with the sale of substantially all of its intellectual property assets on or before Feb. 28, 2017, to BooHoo F I Ltd., for a cash consideration of $20 million. Judge Bluebond acknowledged that the ability of the Debtor to continue to finance its operations through and beyond a closing of the sale to the Stalking Horse Bidder requires the continued and immediate use of cash collateral to pay the expenditures set forth in the approved Budget. The Debtor asserted that without the use of cash collateral, immediate and irreparable harm will result to the Debtor, its estate, and its creditors. The Debtor further asserted that the inability to use cash collateral would render impossible an effective and orderly case that would maximize the value that may be returned to creditors and interest holders. Judge Bluebond held that given the binding purchase agreement and the commitment of the Stalking Horse Bidder, the value of the Debtor's assets that consitute the Prepetition Lender's collateral exceeds the value of the Debtor's obligations to the Prepetition Lender. Judge Bluebond acknowledged that the use of cash collateral will preserve the value of the Debtor's assets pending the sale of the said assets at a price that will exceed the value of the Debtor's obligations to the Prepetition Lender. She concluded that the Prepetition Lender is adequately protected for the use of cash collateral. The approved Budget, which covers the period January 29, 2017 through April 1, 2017 provides for total operating disbursements of $5,956,000, and total bankruptcy disbursements of $722,000. The Debtor's authority to use cash collateral will terminate at the earliest of: (a) March 8, 2017; (b) The termination of the Asset Purchase Agreement with Boohoo F I Limited; (c) The occurrence of any of the Events of Default; or (d) The Debtor's failure to comply with the Court's Final Order. The Prepetition Lender was granted adequate protection liens on all property and assets of the Debtor, and all their proceeds, that were subject to the Prepetition Lender's liens and security interests, and to the extent permissible under existing contracts, on all of the Debtor's intellectual property. The Prepetition Lender was also granted whatever rights and claims that may be afforded under Bankruptcy Code Section 507(b). A full-text copy of the Final Order, dated Feb. 8, 2017, is available at http://bankrupt.com/misc/NastyGal2016_216bk24862bb_366.pdf About Nasty Gal Inc. Nasty Gal Inc. filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-24862) on Nov. 9, 2016. The petition was signed by Joe Scirocco, president. The case is assigned to Judge Sheri Bluebond. At the time of filing, the Debtor estimated assets and liabilities at $10 million to $50 million. The Debtor engaged Scott F. Gautier, Esq., at Robins Kaplan LLP, as counsel; Peter J. Solomon Company as its exclusive financial and strategic advisor; and Rust Consulting Omni Bankruptcy as claims, noticing and balloting agent. The Office of the U.S. Trustee on Nov. 18, 2016, appointed five creditors of Nasty Gal Inc. to serve on the official committee of unsecured creditors. The Creditors' Committee tapped B. Riley & Co. as financial advisor, and Gary E. Klausner, Esq., and Todd M. Arnold, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, as counsel. The Office of the U.S. Trustee appointed Wesley H. Avery as Consumer Privacy Ombudsman. NASTY GAL: To Lay Off Workers, Close Stores After Brand Name Sale ----------------------------------------------------------------- Sarah Chaney, writing for The Wall Street Journal Pro Bankruptcy, reported that online fashion retailer Nasty Gal Inc. is laying off employees and closing its brick-and-mortar stores in connection with the sale of its brand name and other intellectual property to U.K. rival Boohoo.com. According to the report, the online fashion retailer has asked permission from the U.S. Bankruptcy Court in Los Angeles to reject the leases of their stores in Melrose Avenue and in Santa Monica to allow them to save monthly rent expenses of more than $125,000. In connection with the sale and store closures, Nasty Gal also notified the 70 employees at its Shepherdsville, Ky., distribution center of impending layoffs, the report related. At the time of filing in November, Nasty Gal employed 189 workers at the distribution center, its corporate office and its retail stores, the report pointed out. About Nasty Gal Inc. Nasty Gal Inc. filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-24862) on Nov. 9, 2016. The petition was signed by Joe Scirocco, president. The case is assigned to Judge Sheri Bluebond. At the time of filing, the Debtor estimated assets and liabilities at $10 million to $50 million. The Debtor engaged Scott F. Gautier, Esq., at Robins Kaplan LLP, as counsel; Peter J. Solomon Company as its exclusive financial and strategic advisor; and Rust Consulting Omni Bankruptcy as claims, noticing and balloting agent. The Office of the U.S. Trustee on Nov. 18, 2016, appointed five creditors of Nasty Gal Inc. to serve on the official committee of unsecured creditors. The Creditors' Committee tapped B. Riley & Co. as financial advisor, and Gary E. Klausner, Esq., and Todd M. Arnold, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, as counsel. The Office of the U.S. Trustee appointed Wesley H. Avery as Consumer Privacy Ombudsman. NAVIDEA BIOPHARMACEUTICALS: Execs. to Get $157K 2016 Bonuses ------------------------------------------------------------ The Board of Directors of Navidea Biopharmaceuticals, Inc., determined the amounts to be awarded as 2016 bonuses to certain executive officers. The Board of Directors also determined a portion of the 2016 bonus amount payable to those executive officers would be paid in stock in lieu of cash. The portion of the 2016 bonus amount payable in cash is either fifty percent or thirty-three percent, as determined by the Board of Directors. As such, Dr. Cope, Mr. Klima and Mr. Regan were awarded 70,492, 50,885 and 63,135, respectively, shares of common stock of the Company valued at $0.52 per share, the closing price of Navidea's common stock on Feb. 6, 2017. Total 2016 Name/Position Bonus Amount ------------- ------------ Frederick O. Cope, Ph.D. $54,710 Senior Vice President and Chief Scientific Officer Thomas J. Klima $52,920 Senior Vice President and Chief Commercial Officer William J. Regan $49,000 Senior Vice President and Chief Compliance Officer Payment of the cash portion of the 2016 bonus awards has been deferred until sufficient funds are available. The Board of Directors deferred determination of 2016 bonus awards to Dr. Goldberg and Mr. Latkin. 2015 Bonus Awards for Executive Officers On Feb. 25, 2016, the Board of Directors determined that 50% of the 2015 bonus amount payable to certain executive officers would be paid in stock options in lieu of cash, calculated based on the Black-Scholes value of the options on the date of grant. As such, Dr. Cope and Mr. Regan were awarded options to purchase 58,510 and 52,405, respectively, shares of common stock of the Company at an exercise price of $0.98 per share, vesting immediately upon the date of grant and expiring after ten years. The cash portion of the 2015 bonus awards has not yet been paid. On Feb. 6, 2017, the Board of Directors determined that the amounts previously awarded as 2015 bonuses to certain executive officers would be subject to the same split between cash and stock as the 2016 bonus awards. As such, Dr. Cope and Mr. Regan were awarded an additional 17,886 and 16,020, respectively, shares of common stock of the Company valued at $0.52 per share, the closing price of Navidea's common stock on Feb. 6, 2017. Payment of the cash portion of the 2015 bonus awards has been deferred until sufficient funds are available. A full-text copy of the Form 8-K filing is available for free at: https://is.gd/pmHQ5V About Navidea Navidea Biopharmaceuticals, Inc. is a biopharmaceutical company focused on the development and commercialization of precision immunodiagnostic agents and immunotherapeutics. Navidea is developing multiple precision-targeted products based on our Manocept platform to help identify the sites and pathways of undetected disease and enable better diagnostic accuracy, clinical decision-making, targeted treatment and, ultimately, patient care. Navidea reported a net loss of $27.56 million in 2015, a net loss of $35.72 million in 2014 and a net loss of $42.69 million in 2013. As of Sept. 30, 2016, Navidea had $11.18 million in total assets, $74.96 million in total liabilities and a total stockholders' deficit of $63.77 million. NEPHROGENEX INC: Asks Court to Move Plan Filing Period to May 31 ---------------------------------------------------------------- NephroGenex, Inc. requests the U.S. Bankruptcy Court for the District of Delaware to extend its exclusive period to file and obtain acceptance of a Chapter 11 Plan, through and including May 31, 2017. The Debtor relates that it has previously sought the Court's approval to sell substantially all of its assets. Since the Debtor have received no qualified bids by the bid deadline, the Debtor filed its Notice of Cancellation of Auction and Related Sales Process. The Debtor further relates that after termination of its sale process, the Debtor has prepared a plan of liquidation and other related documents in an effort to move its Chapter 11 case toward a conclusion. Consequently, the Debtor has filed its Liquidating Plan and Disclosure Statement on December 16, 2016. However, the Debtor tells the Court that several weeks after filing its Liquidating Plan and Disclosure Statement, the Debtor received a draft plan term sheet from Medpace, Inc. that contemplated a restructuring of the Debtor through a Chapter 11 Plan of Reorganization. The Debtor further tells the Court that after several weeks of good faith, arm's length negotiations, it has agreed with Medpace, Inc. on the material terms of a Plan of Reorganization. Those terms are embodied in a Chapter 11 Plan Term Sheet and a Plan Support Agreement. Recently, on February 1, 2017, the Debtor has sought the Court's authority to enter into the PSA. The Debtor describes that the Plan of Reorganization contemplates Medpace, Inc. waiving its cash distribution and exchanging its unsecured claim against the Debtor in the amount of $4,312,699 for 100% of the newly-issued equity in the reorganized Debtor. The Debtor contends that Medpace Claim is by far the largest claim against its estate and comprises at least 65% of the unsecured claims pool. The Debtor believes that its unsecured creditors will receive a greater recovery on their claim on the contemplated restructuring than what has been anticipated under the Liquidating Plan. About NephroGenex, Inc. Raleigh, N.C.-based NephroGenex, Inc., is a drug development company that focuses on developing novel therapies for kidney disease. It develops Pyridorin (pyridoxamine dihydrochoride), a therapeutic agent, which is in Phase III clinical study for the treatment of diabetic nephropathy. NephroGenex filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 16-11074) on April 30, 2016, disclosing $4.9 million in total assets and $6.2 million in total debt as of April 30, 2016. The petition was signed by John P. Hamill, chief executive officer and chief financial officer. David R. Hurst, Esq., at Cole Scotz P.C. serves as the Debtor's bankruptcy counsel. Cassel Salpeter & Co. LLC is the Debtor's investment banker and financial advisor. Kurtzman Carson Consultants LLC is the Debtor's claims and noticing agent. To date, no Creditors' Committee has been appointed by the Office of the U.S. Trustee. No trustee or examiner has been appointed in the Debtor's Chapter 11 Case. NET ELEMENT: Directs ESOUSA to Buy $1 Million Common Shares ----------------------------------------------------------- Net Element, Inc. opted to present ESOUSA HOLDINGS, LLC, a New York limited liability company, with a purchase notice directing ESOUSA to purchase 1,161,442 shares of the Company's common stock for the aggregate purchase price of $1,000,000 (or $0.861 per share) pursuant to the Common Stock Purchase Agreement with ESOUSA. The SPA and its terms were disclosed in our Current Report on Form 8-K filed on July 12, 2016. Those shares of common stock of the Company were issued to ESOUSA under an exemption from the registration requirements of the Securities Act of 1933, as amended, in reliance upon Section 4(a)(2) of the Securities Act. A full-text copy of the Form 8-K filing dated Feb. 10, 2017, is available for free at https://is.gd/EnQPs0 About Net Element Miami, Fla.-based Net Element International, Inc., formerly Net Element, Inc., currently operates several online media Web sites in the film, auto racing and emerging music talent markets. Net Element reported a net loss of $13.3 million on $40.2 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss of $10.2 million on $21.4 million of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Net Element had $23.39 million in total assets, $16.82 million in total liabilities and $6.56 million in total stockholders' equity. Daszkal Bolton LLP, in Fort Lauderdale, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has sustained recurring losses from operations and has working capital and accumulated deficits that raise substantial doubt about its ability to continue as a going concern. NEUSTAR INC: Egan-Jones Lowers Sr. Unsecured Debt Rating to B+ -------------------------------------------------------------- Egan-Jones Ratings, on Jan. 25, 2017, downgraded the senior unsecured ratings on debt issued by Neustar Inc. to B+ from BB. Neustar, Inc. is an American technology company that provides real-time information and analytics for the Internet, telecommunications, entertainment, and marketing industries, and a provider of clearinghouse and directory services to the global communications and Internet industries. NEW JERSEY ANTIQUE: Taps Broege Neumann as Legal Counsel -------------------------------------------------------- New Jersey Antique & Used Furniture LLC seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Broege, Neumann, Fischer & Shaver, LLC to give legal advice regarding its duties under the Bankruptcy Code, negotiate with creditors to resolve their claims, prepare a bankruptcy plan, and provide other legal services. The hourly rates charged by the firm are: Timothy Neumann $550 Peter Broege $500 Frank Fischer $325 David Shaver $325 Paralegals $100 Broege Neumann does not hold or represent any interest adverse to the Debtor's bankruptcy estate, and is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Timothy P. Neumann, Esq. Broege, Neumann, Fischer & Shaver, LLC 25 Abe Voorhees Drive Manasquan, NJ 08736 Phone: (732) 223-8484 About New Jersey Antique New Jersey Antique & Used Furniture LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-12407) on Feb. 7, 2017, listing under $500,000 in both assets and liabilities. NEW JERSEY HEADWEAR: Seeks 90-Day Plan Filing Period Extension -------------------------------------------------------------- New Jersey Headwear Corp. seeks from the U.S. Bankruptcy Court for the District of New Jersey for a 90-day extension of its exclusive period to file a Plan of Reorganization, and a corresponding 60-day extension of the time to obtain acceptance of its Plan. The Debtor submits that it continues to manage and operate its business as Debtor-In-Possession, and currently the Debtor is operating at an annual sales level of $6,450,000 and is meeting budget for the 13 week period ending February 10, 2017. The Debtor projects that it is achieving its second 13-week projection ending May 12, 2017, within the percentage margin confirmed in the Final Order authorizing the use of the cash collateral of Bank of America. About New Jersey Headwear New Jersey Headwear Corp. maintains its offices at 305 3rd Avenue West #5, NJ 07107. The Debtor manages and operates a manufacturing business producing headwear, tote bags and other textiles. New Jersey Headwear Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No. 16-31777) on November 14, 2016. The petition was signed by Mitchell Cahn, president. The case is assigned to Judge Stacey L. Meisel. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. The Debtor is represented by William S. Katchen, Esq. at the Law Offices of William S. Katchen, LLC. The Debtor employs Edward Bond, Esq. and Bederson, LLP as financial advisor. NEXXLINX CORP: Unsecureds to Get 63%-77% Under 2nd Amended Plan --------------------------------------------------------------- Nexxlinx Corporation, Inc., and affiliates filed with the U.S. Bankruptcy Court for the Northern District of Georgia their second amended disclosure statement to accompany their second amended plan of reorganization, dated Feb. 10, 2017, which proposes to pay unsecured creditors 63%-77% of their allowed claims. Class 9, Unsecured Claims, is impaired under the plan. The Reorganized Debtor will contribute a total of $5 million over the life of the Plan to the Creditor Trust. This is comprised of scheduled Plan payments plus contingent annual "profit sharing" payments to Class 9 Claimants. Holders of an Allowed Unsecured Claim in Class 9 will receive payment of a proportionate share of the funds in the Creditor Trust equal to that Holder's Pro Rata Share. Estimated recovery for this class is 63% to 77% (plus any additional amounts which may be received from Creditor Trust Assets). Under the first amended plan, the Debtor proposed to pay unsecured creditors 27% of their allowed claims. Additionally, the plan provided for contingent annual "profit sharing" payments to holders of Class 9 unsecured claims in an estimated total amount of $331,271. Allowed Administrative Claims for professional compensation and expenses awarded will be paid first from any retainers provided or reserves established as contemplated under orders entered in the Case and, to the extent any deficiencies remain, from cash on hand and/or future earnings of the Reorganized Debtor. All payments to Holders of Allowed Claims in Classes 1-8 will be paid from future earnings of the Reorganized Debtor. All other Payments to Holders of Allowed Claims in Classes 9 and/or 10 will be paid from the Creditor Trust to be funded by future earnings of the Reorganized Debtor, capital contributions from the New Value Equity Participants, and any other Creditor Trust Assets. A full-text copy of Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/ganb16-61225-221.pdf About NexxLinx Corporation NexxLinx Corporation, Inc. provides cloud-based outsourced business process and marketing services. The company designs custom solutions for inbound and outbound customer care, telemarketing and data collection, help desk, e-mail processing, live Web and voice interaction, and back-end data processing. It also provides multichannel communication, customer retention, inbound sales conversion, government contact center, back office support, technical support, and fulfillment solutions. NexxLinx sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 16-61225) on June 28, 2016. The petition was signed by D. Alan Quarterman, CEO. The Company has estimated assets and liabilities of $10 million to $50 million. These affiliates also sought Chapter 11 protection on June 28: CustomerLinx of North Carolina, Inc., Microdyne Outsourcing, Inc., NexxLinx Global, Inc., NexxLinx of New York, Inc., and NexxLinx of Texas, Inc. The court on June 30, 2016, entered an order jointly administering the Chapter 11 cases. NexxPhase, Inc. filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-62269) on July 14, 2016. The cases are assigned to Judge Paul Baisier. The Debtors are represented by Ashley Reynolds Ray, Esq., and J. Robert Williamson, Esq., at Scroggins & Williamson, P.C. GGG Partners, LLC serves as the Debtors' financial consultant. Guy Gebhardt, acting U.S. trustee for Region 21, on July 11, 2016, appointed five NexxLinx creditors to serve on the official committee of unsecured creditors. The committee has retained Mark I. Duedall, Esq., at Bryan Cave LLP, as counsel. NVA HOLDINGS: Moody's Assigns B1 Rating to $94.5MM Revolver Debt ---------------------------------------------------------------- Moody's Investors Service assigned a B1 (LGD 2) rating to NVA Holdings, Inc.'s proposed $94.5 million senior secured first lien revolving credit facility maturing August 2020. At the same time, NVA is seeking to upsize its existing first lien term loan by $180 million and second lien term loan by $50 million. Net proceeds from the term loan add-ons will be used to repay the company's higher-interest first lien term loan B-1 borrowings of $104 million, repay $50 million of outstanding borrowings under the revolving credit facility, and add balance sheet cash for future acquisitions. Pro-forma for the higher debt, NVA's adjusted financial leverage remains flat at roughly 7.4 times. While pro-forma leverage is expected to remain high, Moody's expects the company's stable and predictable cash flows supported by recurring patient visits to continue. In addition, Moody's recognizes the company's improved liquidity supported by higher balance sheet cash of about $100 million and a longer maturity on its revolving credit facility. NVA's B3 Corporate Family Rating, B3-PD Probability of Default Rating, and B1 rating for NVA's existing senior secured first lien term loans remain unchanged. Also unchanged is the Caa2 rating for the company's $160 million senior secured second lien term loan. The rating outlook is stable. Following is a summary of Moody's rating assignment on NVA Holdings, Inc.: $94.5M senior secured revolving credit facility maturing August 2020, at B1 (LGD 2) The following ratings of NVA Holdings, Inc. are unchanged: Corporate Family Rating, B3 Probability of Default Rating, B3-PD Senior secured revolver due August 2019, B1 to be withdrawn (LGD 2 changed from LGD 3) Senior secured first lien term loan maturing August 2021, B1 (LGD 2 changed from LGD 3) Senior secured second lien term loan maturing August 2022, Caa2 (LGD 5) The rating outlook is stable. RATINGS RATIONALE NVA's B3 Corporate Family Rating reflects the company's very high financial leverage, small absolute revenue size, and uncertainty related to the pace of acquisitions over the near-to-intermediate-term and the extent to which incremental debt will be utilized. While Moody's expects positive organic same-store sales growth over the next 12 to 18 months, the company will likely pursue growth through an aggressive acquisition strategy. Part of this strategy will likely involve incremental debt and potentially reduce available external liquidity sources. NVA's credit profile benefits from its solid market presence as a leading provider of freestanding veterinary hospitals in the U.S., with a diverse geographic footprint across 40 states, as well as Australia and Canada. The rating is also supported by the company's flexibility to temper the pace of acquisitions should the operating environment deteriorate or if the company's cash needs increase. The rating outlook is stable, reflecting the company's relatively stable business profile and positive free cash flow generation, as well as Moody's expectation that credit metrics will improve over the next year driven by higher earnings. The stable rating outlook does not incorporate significant debt-funded acquisitions or shareholder initiatives. The ratings could be downgraded if the company faces top-line and earnings pressure such that operating margins, cash flow, or sources of liquidity deteriorate; financial leverage is not reduced meaningfully over the next 12 to 18 months; or the company engages in material debt-financed shareholder initiatives. The ratings could be upgraded if NVA sustains revenue and earnings growth that would enable the company to reduce and sustain its adjusted debt-to-EBITDA below 6.0 times. The principal methodology used in this rating was Business and Consumer Service Industry published in October 2016. Based in Agoura Hills, California, NVA Holdings, Inc. ("NVA") is a leading provider of veterinary medical services, operating approximately 350 locally-branded animal hospitals across the United States, Australia and Canada. NVA provides medical, diagnostic testing, and surgical services to support veterinary care. The company also offers ancillary services including boarding and grooming, and the sale of pet food and other retail pet care products. NVA is privately-owned by funds affiliated with financial sponsor Ares Management LLC ("Ares"). Pro-forma for recent acquisitions the company generates roughly $900 million in annual revenues. OCD LLC: Case Summary & Unsecured Creditor ------------------------------------------ Debtor: OCD, LLC 2 William Street White Plains, NY 10601 Case No.: 17-22233 Type of Business: Single Asset Real Estate Chapter 11 Petition Date: February 15, 2017 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Hon. Robert D. Drain Debtor's Counsel: Jeffrey A. Reich, Esq. REICH REICH & REICH, P.C. 235 Main Street, Suite 450 White Plains, NY 10601 Tel: (914) 949-2126 Fax: (914) 949-1604 E-mail: reichlaw@aol.com reichlaw@reichpc.com Estimated Assets: $10 million to $50 million Estimated Debts: $1 million to $10 million The petition was signed by Charles Dewey, co-manging member. The Debtor listed the Santa Cruz County Treasurer holding a claim of $91,197 as its sole unsecured creditor. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/nysb17-22233.pdf OLMOS EQUIPMENT: Hires Mel Davis Auctions as Auctioneer ------------------------------------------------------- Olmos Equipment Inc., seeks authorization from the U.S. Bankruptcy Court for the Western District of Texas to employ Mel Davis Auctions as auctioneer for the Debtor. The Debtor owns various pieces of equipment and machinery it uses in its business operations. The Debtor has determined that based on the current economic condition and the Debtor's business operations, it is in the best interests of the Debtor, its bankruptcy estate, and its creditors to liquidate certain assets to generate funds to make payments to creditors. The Debtor requires Davis to prepare, market, and conduct an auction of the Debtor's assets to acquire the greatest value for the Debtor's assets. Under the Auction Agreement, Davis shall conduct an auction either live or online wherein the Estate Assets will be sold. According to the parties' agreement, the Debtor and Davis agreed that Davis shall be entitled to a Buyer's premium and commission based on the gross sale price of: a. 15% Buyer's Premium and 10% Commission for all sales conducted pursuant to an online auction; and b. 10% Buyer's Premium and 15% Commission for all sales conducted pursuant to an online auction. Additionally, Davis shall be entitled to charge Olmos for advertising expenses an amount not to exceed $1,000.00. All advertising expenses in excess of $1,000.00 will be paid by Davis. Mel Davis, of Mel Davis Auctions, 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. Davis may be reached at: Mel Davis Mel Davis Auctions 14895 Donop Rd. Elmendorf, Texas 78112 Phone: (210) 633-2445 Fax: (210) 633-2990 E-mail: mdavis@mtdauctions.com About Olmos Equipment Olmos Equipment Inc. filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 16-51834) on Aug. 12, 2016. The petition was signed by Larry Struthoff, president. The Debtor is represented by William B. Kingman, Esq., at the Law Offices of William B. Kingman, PC. The case is assigned to Judge Craig A. Gargotta. The Debtor estimated assets at $1 million to $10 million and liabilities at $10 million to $50 million at the time of the filing. The Debtor have hired Greg T. Murray PLLC as accountants and Williams, Crow, Mask, LLP as accountant for limited purpose. Judge Gargotta has entered an order approving the appointment of Randolph N. Osherow as Chapter 11 Examiner for Olmos Equipment, Inc. OLMOS EQUIPMENT: Hires PPL Group & Myron Bowling as Auctioneers --------------------------------------------------------------- Olmos Equipment Inc., seeks authorization from the U.S. Bankruptcy Court for the Western District of Texas to employ PPL Group, LLC and Myron Bowling Auctioneer as auctioneers for the Debtor. The Debtor owns various pieces of equipment and machinery it uses in its business operations. The Debtor has determined that based on the current economic condition and the Debtor's business operations, it is in the best interests of the Debtor, its bankruptcy estate, and its creditors to liquidate certain assets to generate funds to make payments to creditors. The Debtor requires PPL Group, LLC and Myron Bowling auctioneers -- collectively, "PPL Group" -- to prepare, market, and conduct an auction of the Debtor's assets to acquire the greatest value for the Debtor's assets. As compensation for the PPL Group's services, the PPL Group shall be entitled to a 15% Buyer's Premium charged to on-site buyers and an 18% Buyer's Premium charged to online buyers -- with 15% retained by the PPL Group and 3% retained exclusively by the host of the online auction service provider. The first $1,550,000 of the sale proceeds will go to the PPL Group to cover the Guarantee. The next $100,000 of the sale proceeds will go to PPL Group to cover expenses and risk. Alex Mazer, authorized agent of PPL Group, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. PPL Group may be reached at: Alex Mazer PPL Group, LLC 105 Revere Drive, Suite C Northbrook, IL 60062 Phone: 224-927-5300 Fax: 224-927-5311 - and - Greg Hengehold Myron Bowling Auctioneers 3901 Krause Lane Hamilton, OH 45014 Phone: (513)738-3311 Fax: (513)738-0221 About Olmos Equipment Olmos Equipment Inc. filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 16-51834) on Aug. 12, 2016. The petition was signed by Larry Struthoff, president. The Debtor is represented by William B. Kingman, Esq., at the Law Offices of William B. Kingman, PC. The case is assigned to Judge Craig A. Gargotta. The Debtor estimated assets at $1 million to $10 million and liabilities at $10 million to $50 million at the time of the filing. The Debtor hired Greg T. Murray PLLC and Williams, Crow, Mask, LLP as accountants. Judge Gargotta entered an order approving the appointment of Randolph N. Osherow as Chapter 11 Examiner for Olmos Equipment, Inc. OLMOS EQUIPMENT: Hires Ritchie Bros. as Auctioneer -------------------------------------------------- Olmos Equipment Inc., seeks authorization from the U.S. Bankruptcy Court for the Western District of Texas to employ Ritchie Bros. Auctioneers (America) Inc., as auctioneer for the Debtor. The Debtor owns various pieces of equipment and machinery it uses in its business operations. The Debtor has determined that based on the current economic condition and the Company's business operations, it is in the best interests of the Debtor, its bankruptcy estate, and its creditors to liquidate certain assets to generate funds to make payments to creditors. The Debtor requires Ritchie Bros. to prepare, market, and conduct an auction of the Debtor's assets to acquire the greatest value for the assets. As compensation for Ritchie Bros. services, the firm will be entitled to a commission based on the gross sale price of: a. 12% commission for any lot in excess of $2,500; and b. For any lot realizing $2,500 or less, 25% commission with a minimum fee of $100 per lot. Additionally, Ritchie Bros. shall be entitled to charge purchasers an administrative fee of: a. 2.5% on lots selling for more than $2,500 up to a maximum rate of $950; or b. 10% on lots selling for $2,500 or less. In addition, Ritchie Bros., will receive the first $21,788.60 of the sale proceeds to cover its costs of refurbishing and storage. Dolan Aucoin, authorized agent of Ritchie Bros. Auctioneers (America) 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. Ritchie Bros may be reached at: Dolan Aucoin Ritchie Bros. Auctioneers (America) Inc. 4000 Pine Lake Road Lincoln, NE 68516 Tel: +1.402.421.3631 Fax: +1.402.421.1738 About Olmos Equipment Olmos Equipment Inc. filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 16-51834) on Aug. 12, 2016. The petition was signed by Larry Struthoff, president. The Debtor is represented by William B. Kingman, Esq., at the Law Offices of William B. Kingman, PC. The case is assigned to Judge Craig A. Gargotta. The Debtor estimated assets at $1 million to $10 million and liabilities at $10 million to $50 million at the time of the filing. The Debtor has hired Greg T. Murray PLLC as accountants and Williams, Crow, Mask, LLP as accountant for limited purpose. Judge Gargotta has entered an order approving the appointment of Randolph N. Osherow as Chapter 11 Examiner for Olmos Equipment, Inc. OTS CAPITAL: Asks Court to Move Plan Filing Period to June 12 ------------------------------------------------------------- OTS Capital Partners, LLC requests the U.S. Bankruptcy Court for the Northern District of Georgia to extend by an additional 90 days its exclusive periods to file a plan of reorganization and solicit acceptances to the plan, through and including June 12, 2017 and August 11, 2017, respectively. Pursuant to 11 U.S.C. Section 1121(b), the Debtor would have the exclusive right to file a Plan of Reorganization until March 13, 2017. The Debtor relates that it is still attempting to negotiate a plan with its major creditors. About OTS Capital Partners, LLC OTS Capital Partners, LLC, based in 616 Elliott Rd., McDonough, Georgia, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-70357) on Nov. 11, 2016. The petition was signed by Dan C. Fort, authorized representative. The Debtor is represented by William A. Rountree, Esq., Macey, Wilensky & Hennings, LLC. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. OUTER HARBOR: Unsecureds to Get Up to 16% Under Liquidation Plan ---------------------------------------------------------------- Outer Harbor Terminal, LLC, filed with the U.S. Bankruptcy Court for the District of Delaware a combined Chapter 11 plan of liquidation and disclosure statement dated Feb. 13, 2017. Class 5 (General Unsecured Claims) -- estimated between $7,019,669 and $12,402,535 -- are impaired by the Plan. The holders are expected to recover 9% to 16%. Each holder of an Allowed General Unsecured Claim will receive, in full satisfaction, settlement, release and discharge of General Unsecured Claim its pro rata share of the remaining cash of the Estate after all distributions to the Holders of Administrative Expense Claims, Priority Tax Claims, Claims in Classes 1, 2, 3 and 4 have been made or for which funds have been fully reserved and following satisfaction of or reservation for all incurred and anticipated Plan Administrator Expenses. On the Effective Date, a Plan Administrator, who will be (a) Heather Stack, or (b) another Person jointly selected by the Debtor no later than five business days prior to the voting deadline, will be appointed and thereafter serve in accordance with the Combined Plan and Disclosure Statement. The Plan Administrator will not be required to give any bond or surety or other security for the performance of its duties unless otherwise ordered by the Court. In the Plan Supplement, the Debtor will identify the material terms of the Plan Administrator's compensation. Allowed claims and any amounts necessary to wind down the Debtor's Estate will be paid from: (a) cash held by the Debtor as of the Effective Date, and (b) cash proceeds obtained after the Effective Date, if any, from all sources, including the liquidation and collection of the Debtor's remaining assets. The Plan and Disclosure Statement is available at: http://bankrupt.com/misc/deb16-10283-532.pdf About Outer Harbor Terminal Outer Harbor Terminal, LLC -- aka Ports America Outer Terminal, LLC, PAOH, and PAOHT -- is an Oakland, California-based port operator. It is a joint venture between Ports America and Terminal Investment Ltd. Outer Harbor is winding down operations. Ports America is leaving Oakland to concentrate its investments in other terminals that the company operates in Tacoma, Los Angeles-Long Beach, New York-New Jersey and Baltimore. Oakland, California-based port operator Outer Harbor Terminal, LLC filed for Chapter 11 protection (Bankr. D. Del. Case No. 16-10283) on Feb. 1, 2016. The petition was signed by Heather Stack, chief financial officer. The case is assigned to Judge Laurie Selber Silverstein. The Debtor disclosed $103 million in assets and $370 million in debt. Milbank, Tweed, Hadley & Mccloy LLP is the Debtor's general counsel. Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., serves as its Delaware counsel. Prime Clerk LLC is the claims and noticing agent. PACHECO BROTHERS: Wants To Use TDDC, Direct Capital Cash Collateral ------------------------------------------------------------------- Pacheco Brothers Gardening, Inc., asked the U.S. Bankruptcy Court for the Northern District of California for permission to use on an interim basis the cash collateral of disputed secured creditor TDDC Ventures LLC and undisputed secured creditor Direct Capital, to the extent they have lien rights in the Debtor's accounts receivables. The Debtor wants to use through the end of February 2017 the cash collateral to pay necessary expenses, including payroll, pending a hearing of entry of final court order, at which time the Debtor will seek authority to use cash collateral through the expiration date set by the court order. The Debtor assures the Court that the continued use of cash collateral to conduct the operation of its business will preserve and maximize the value of Del Conte and Direct Capital's collateral, to the extent it has a valid security interest and enhance the potential recovery for all creditors of this estate. According to the Debtor, there is a significant equity cushion protection to Direct Capital and Del Conte's claims since the account receivables and other assets total $1,204,832 and the combined debt is $447,555. If necessary, the Debtor could make monthly installment payments to Direct Capital at a lower amount than the contract interest rate. If the Court deems appropriate, the Debtor would grant a replacement lien on post-petition receivables to the extent the use of cash collateral causes a diminution in the value of the collateral. In addition, the Debtor will make its monthly payments to its equipment/vehicle lenders. The Debtor has cash in its bank accounts totaling $123,600. Although the creditors' lien rights may not extend to the Debtor's funds in its bank accounts, the Debtor believes it prudent to obtain consent or court order to use any funds. As part of the monthly operating expenses, the Debtor's payroll is approximately $260,000 (this includes wages, taxes and the premium for workers compensation). The amount may be lower based on the weather. The Debtor owes approximately $56,000 for one week of pre-petition wages and workers compensation premium. The Debtor's principals are paid a monthly salary as follows: George Pacheco $2,900 Lynn Pacheco $1,044 Gary Pacheco $2,900 The Debtor's principals are not asking to be paid their pre-petition payroll, but only be paid post-petition in the normal course. A copy of the Debtor's motion for authorization to use cash collateral is available at: http://bankrupt.com/misc/canb17-40403-4.pdf Pacheco Brothers Gardening Inc. is a full service landscape company providing commercial landscape maintenance, landscape installation, turf renovation and irrigation projects. It has been in business for over 35 years. The majority of the Debtor's business is "maintenance" which involves a wide variety of services ranging from mowing and trimming to irrigation repairs and troubleshooting. It has a number of East Bay municipal and public agency accounts, as well as a mix of homeowner association, commercial accounts and school district accounts. The Debtor also has a substantial amount of landscaping and construction business (for example, installation of landscaping and hardscaping, playground installation, retaining walls, landscape lighting, and the like). The Debtor provides other services as well, including tractor and specialty services. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 17-40403), due to financial pressure brought on by several factors, including litigation cost relating to Tom Del Conte and TDDC Ventures LLC v. Pacheco Brothers Gardening, Inc., et al., Case No. HG15797608, currently pending in Alameda County Superior Court, unpaid vendors and operational difficulty due to its debt structure. The Debtor is represented by: Chris D. Kuhner, Esq. Sarah L. Little, Esq. KORNFIELD, NYBERG, BENDES, KUHNER & LITTLE, P.C. 1970 Broadway, Suite 225 Oakland, California 94612 Tel: (510) 763-1000 Fax: (510) 273-8669 E-mail: c.kuhner@kornfieldlaw.com s.little@kornfieldlaw.com PHASOR TECHNOLOGY: Taps Lusky & Associates as Legal Counsel ----------------------------------------------------------- Phasor Technology, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire legal counsel. The Debtor proposes to hire Lusky & Associates, P.C. to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. Herman Lusky, Esq., the attorney designated to represent the Debtor, will be paid an hourly rate of $350. Paralegals will be paid $85 per hour. Lusky & Associates has no connection with any "party-in-interest" in the Debtor's bankruptcy case. The firm can be reached through: Herman A. Lusky, Esq. Lusky & Associates, P.C. 12720 Hillcrest Rd., Ste. 270 Dallas, TX 75230 Tel. No.: 972-386-3900 Email: mail@lusky.com About Phasor Technology Phasor Technology, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N. D. Texas Case No. 17-30495) on February 6, 2017. The petition was signed by David P. Edelbrock, president. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $500,000. PROGRESSIVE ACUTE: Doctors Sue Four Administrators for Fraud ------------------------------------------------------------ The American Bankruptcy Institute, citing Jonathan Ellis of Argus Leader, reported that a group of South Dakota doctors sued four administrators of Progressive Acute Care, claiming they were defrauded out of millions of dollars in an investment that went belly up. According to the report, citing the complaint, the 12 doctors were investors in PAC, a company that in 2009 owned three rural hospitals in central Louisiana. The doctors were primarily orthopedic surgeons and neurosurgeons practicing at CNOS in Dakota Dunes, the report related. The report further related that the doctors owned about 40 percent of the preferred equity in PAC. The report said that the lawsuit alleges that Mike Hurlburt, a former CEO at CNOS and the chief operating officer for PAC, “told the physicians that a return of three-to-four times their investment was assured, and that he was expecting a return of ten times their investment.” Based upon those assurances, the doctors invested an additional $3 million to purchase the fourth hospital and approved more than $10 million in additional debt for PAC to make the purchase, the report said. But the doctors claim in their lawsuit that the revenue numbers of the fourth hospital -- called Dauterive Hospital -- were falsified by the defendants, the report added. The lawsuit claims that in 2016, after PAC declared bankruptcy, a memo surfaced that showed PAC had deliberately falsified the profitability of the fourth hospital, the report said. About Progressive Acute Care Progressive Acute Care, LLC, Progressive Acute Care Avoyelles, LLC, Progressive Acute Care Oakdale, LLC, and Progressive Acute Care Winn, LLC filed Chapter 11 petitions (Bankr. W.D. La. Case Nos. 16-50740, 16-80584, 16-50742, and 16-50743, respectively) on May 31, 2016. The petitions were signed by Daniel Rissing, CEO. The case is assigned to Judge Robert Summerhays. The Debtors are represented by Barbara B. Parsons, Esq., Catherine Noel Steffes, Esq., William E. Steffes, Esq., at Steffes, Vingiello & McKenzie, LLC. The Debtors retained Solic Capital Advisors, LLC, as their Financial Advisor. King, Reinsch, Prosser & Co., L.L.P., serves as the Debtor's certified public accountants. The Debtors estimated assets and debts at $10 million to $50 million at the time of the filing. Henry Hobbs, Jr., acting U.S. Trustee for Region 5, on June 21, 2016, appointed three creditors to serve on the Committee. The Acting U.S. Trustee, on Dec. 20, has added two more members to the Creditors' Committee. Sills Cummis & Gross P.C. serves as the Committee's legal counsel and Kean Miller LLP as co-counsel. PURE FOODS: Hires Bradley Arant as Bankruptcy Co-Counsel -------------------------------------------------------- Pure Foods, Inc. seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Tennessee to employ William L. Norton III and the law firm of Bradley Arant Boult Cummings LLP as co-counsel bankruptcy counsel. The Debtor requires Bradley Arant to: (a) prepare pleadings and applications for filing and conduct examinations incidental to any related proceedings or to the administration of this case; (b) advise the Debtor of its rights, duties, and obligations as a debtor in possession operating under Chapter 11 of the Bankruptcy Code in this District; (c) take any and all other necessary actions incident to the proper preservation of the estate and administration of this Chapter 11 case; (d) advise and assist the Debtor in seeking approval of the sale of the Debtor's assets pursuant to 11 U.S.C. section 363; and (e) advise and assist the Debtor in the formation and confirmation of a plan pursuant to Chapter 11 of the Bankruptcy Code, the disclosure statement, and any and all matters related thereto. The current rate for the services of William L. Norton, III, the bankruptcy partner who will be the Debtors' main contact, is $570 per hour. Bradley Arant will also be reimbursed for reasonable out-of-pocket expenses incurred. On or about January 30, 2017, Bradley Arant was paid a retainer in the amount of $25,000 for post-petition services in these Chapter 11 cases. William L. Norton III 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. Bradley Arant can be reached at: William L. Norton III, Esq. BRADLEY ARANT BOULT CUMMINGS 1600 Division St., Suite 700 Nashville, TN 37203 Tel: (615) 252-2397 E-mail: bnorton@bradley.com About Pure Foods Inc. Pure Foods, Inc., a company based in Atlanta, Georgia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E. D. Tenn. Case No. 17-30236) on January 30, 2017. The petition was signed by John P. Frostad, CEO. The case is assigned to Judge Suzanne H. Bauknight. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. QUEST RARE: Regulator Grants Management Cease-Trade Order --------------------------------------------------------- Quest Rare Minerals Ltd. (QRM) is providing this bi-weekly default status report in accordance with National Policy 12-203 Cease Trade Orders for Continuous Disclosure Defaults. On Jan. 31, 2017, Quest announced by way of press release that Quest's management's discussion and analysis for the fiscal year ended October 31, 2016 ("MD&A") and annual information form for the fiscal year ended October 31, 2016 ("AIF"), filed on SEDAR on January 24 and January 25, 2017, respectively, did not comply in certain respects with National Instrument 51-102 Continuous Disclosure Obligations and National Instrument 43-101 Standards of Disclosure for Mineral Projects, particularly as they relate to the Corporation's Strange Lake project, and that in order to rectify any deficiencies, Quest intended to file an amended MD&A and amended AIF on SEDAR as well as an updated independent technical report on the Strange Lake project in early March 2017. As a result, Quest's principal regulator, the Autorite des marches financiers, granted a management cease-trade order ("MCTO") to Quest. The MCTO restricts all trading in securities of Quest, whether direct or indirect, by Quest's directors and senior officers until such time as amended MD&A and amended AIF are filed by Quest. The MCTO does not affect the ability of other Quest shareholders to trade their securities. There is no material change regarding the information contained in Quest's press release of January 31, 2017, except that Quest announced on February 10, 2017 that the Toronto Stock Exchange has granted conditional approval for Quest's best-efforts private placement of special warrants to "accredited investors" in Ontario, Alberta and British Columbia in a maximum amount of $8 million and that Quest and Secutor Capital Management Corporation, the agent for the private placement, have agreed to waive the minimum of 25 million special warrants ($5 million), such that there is no minimum amount for the private placement. The closing of the private placement is expected to take place on or about February 17, 2017, subject to customary closing conditions and filing of standard documents with the Toronto Stock Exchange. Quest is working diligently to obtain an updated independent technical report and to prepare an amended MD&A and amended AIF. Investors are cautioned that they should not rely on the technical information contained in the MD&A or AIF until such technical information is validated and supported by an updated independent technical report. There is no failure by Quest in fulfilling its stated intentions with respect to satisfying the provisions of the alternative information guidelines, and there is no actual or anticipated default subsequent to the default announced in Quest's press release of January 31. There is no other material information concerning the affairs of Quest that has not been generally disclosed. About Quest Quest is a Canadian-based company focused on becoming an integrated producer of rare earth metal oxides and a significant participant in the rare earth elements (REE) material supply chain. Quest is led by a management team with in-depth experience in chemical and metallurgical processing. Quest's objective is the establishment of major hydrometallurgical and refining facilities in Becancour, Quebec, to separate and produce strategically critical rare earth metal oxides. These industrial facilities will process mineral concentrates extracted from Quest's Strange Lake mining properties in northern Quebec and recycle lamp phosphors utilizing Quest's efficient, eco-friendly "Selective Thermal Sulphation (STS)"1 process. RACKSPACE HOSTING: Egan-Jones Withdraws BB Unsecured Debt Rating ---------------------------------------------------------------- Egan-Jones Ratings, on Jan. 23, 2017, withdrew the BB rating on debt issued by Rackspace Hosting Inc. Based in San Antonio, Texas, Rackspace is a multinational leader in managed cloud services. The company has a global network and offers broad IT solutions to its clients. RAIN TREE: Hires John Edward Brown, CPA as Accountant ----------------------------------------------------- Rain Tree Health Care of Wiston Salem, LLC seeks authorization from the U.S. Bankruptcy Court for the North District of Carolina to employ John Edward Brown, CPA as accountant. The Debtor requires Brown to: a. prepare of annual corporate income tax returns b. general accounting needs of Debtor as they arise. c. prepare monthly bankruptcy reports. The Debtor will compensate John Edward Brown, CPA at $150 per hour. John Edward Brown, CPA, 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. John Edward Brown, CPA may be reached at: John Edward Brown, CPA 209 Meadow Crest Drive West Columbia, SC 29172 Tel: 803-755-3384 About Rain Tree Health Care of Winston Salem Rain Tree Health Care of Winston Salem, LLC, filed a chapter 11 petition (Bankr. W.D.N.C. Case No. 16-32071) on Dec. 30, 2016. The Debtor is represented by Robert Lewis, Jr., Esq., at Gordon & Melun PLLC. The Debtor is a limited liability corporation headquartered in Charlotte, North Carolina and is engaged in the management and operation of an adult care home for the mentally and physically disabled in Winston Salem, North Carolina. RESTAURANT BRANDS: S&P Affirms 'B+' CCR; Outlook Stable ------------------------------------------------------- S&P Global Ratings said that it affirmed its 'B+' corporate credit rating on Restaurant Brands International Inc. (RBI). The outlook is stable. At the same time, S&P assigned a 'BB-' issue-level rating to subsidiary 1011778 B.C. Unlimited Liability Co.'s US$4.46 billion term loan B and US$500 million revolving bank loan. The recovery rating is '2', reflecting S&P's expectation of substantial (the low end of the 70%-90% range) recovery in the event of default. Restaurant Brands is proposing to issue a US$4.46 billion term loan B due 2024 and a US$500 million revolving credit facility due 2022. The proceeds from the transaction, along with $587 million cash, will be used to pay down the existing term loan B due 2021 in full. S&P also raised its ratings on the company's US$1.25 billion senior secured notes due 2022 to 'BB-' from 'B+'. The recovery rating has been revised to '2' from '3', given that it ranks pari passu with the new term loan and benefits from the paydown of secured debt. The 'B' issue-level and '6' recovery ratings on subsidiary 1011778 B.C.'s second-lien debt are unchanged. The '6' recovery ratings on the second-lien debt represent negligible (0%-10%) recovery in a default scenario. Finally, S&P is revising its liquidity modifier to strong from adequate, reflecting the company's large cash balances and its low capital intensity. S&P views the proposed refinancing as a modest credit positive event as a result of a modest reduction in debt and extended maturities. S&P expects stable operating performance, along with slightly lower debt, to result in somewhat improved credit metrics, including leverage in the 5x–5.5x range in fiscal 2017. Still, S&P continues to expect the company to pursue potential future acquisitions, possibly using additional debt. The attractive positions of RBI's two banners, Burger King and Tim Hortons, support S&P's view of the company's business risk profile, considering each brand's good growth prospects and combined system sales that rank RBI among the largest quick service restaurants (QSRs) globally. Burger King is a leading QSR operator in this fragmented and competitive industry, and S&P expects the company to sustain its good market position and expand its brand, mainly in international markets. Tim Hortons has a solid position in the Canadian QSR industry, particularly in the coffee and breakfast segments, accounting for 45% of the Canadian QSR segment and 87% of the donut-coffee-tea category in 2015, according to NPD Group data. It has a long history of same-store sales growth and a good track record of restaurant expansion in its markets, namely Canada and U.S. border states. RBI plans aggressive international expansion of Tim Hortons, as demonstrated by recent master franchise agreements in the Philippines, Great Britain, and Mexico. Moreover, S&P expects that franchise fees will generate a growing percentage of Tim Hortons' revenues, likely reducing capital intensity. RBI has good geographic breadth. It has a presence in more than 100 countries, with slow-growing North America and Europe accounting for more than 75% of the restaurant count. Good product development in both brands has enabled solid same-store performance and market share gains in the past few years, although comparable sales growth has weakened in recent quarters. However, S&P expects continued revenue growth along with a growing restaurant count from international joint-venture partnerships, while S&P believes cost control from zero-based budgeting, particularly at Tim Hortons, should support earnings growth. Neither Tim Hortons nor Burger King operates a large number of restaurants, so S&P's base-case, mid-single-digit revenue growth assumption should yield solid EBITDA growth. RBI's large debt load is supported by growing EBITDA and good free cash conversion, as indicated by the cash-funded US$587 million contribution to the February 2017 refinancing of its term loan. The refinancing and good earnings growth have accelerated the decline in adjusted debt leverage to below 6x on a pro forma basis in early 2017 from 7x at the end of 2015. S&P's adjusted debt includes US$1 billion of capitalized operating leases and US$3.3 billion of preferred equity as 100% debt, adding preferred dividends to S&P's cash interest expense. S&P expects the company's credit measures to continue improving over the next year, with debt-to-EBITDA declining toward 5x by the end of 2017, along with steady free operating cash flow to debt of 8%-10%. S&P considers the company to be financial sponsor owned, reflecting the company's 46% ownership by 3G Capital and debt leverage that is above 5x. S&P expects that 3G will continue using substantial debt for strategic acquisitions, reducing leverage somewhat after large transactions along with earnings accretion and dividends for shareholder returns. Under S&P's base-case scenario, it assumes these: -- 2017 GDP growth of 2.4% in the U.S., 1.4% in the eurozone, and 6.4% in China; -- Mid-to-high single-digit revenue growth from low-single- digit same-store sales increases and restaurant count; -- A stronger U.S. dollar against most currencies, pressuring an estimated 60% of revenue by store count; -- Steady margins along with good cost control; -- Higher EBITDA from positive store performance, constrained by foreign exchange headwinds; and -- Low capital expenditures of 1% of revenue. Based on these assumptions, S&P arrives at these credit measures: -- Adjusted debt to EBITDA of 5x-5.5x in 2017, declining below 5x in 2018 along with earnings growth and some debt amortization; -- Free operating cash flow (FOCF) to debt of 8%-10% through 2018; and -- Discretionary cash flow (DCF) to debt of 4%-5% after accounting for dividends The stable outlook reflects S&P's expectation that operating performance will remain stable and credit measures should continue improving with stronger earnings and solid free cash in the next year. Incorporating S&P's assumptions that both Burger King and Tim Hortons will improve profits from restaurant growth and moderate increases in same-store sales, S&P estimates RBI will improve fully adjusted debt leverage to below 5x-5.5x in 2017, with growing cash balances. S&P could raise the rating if adjusted debt leverage dropped and was sustained below 5x on a sustained basis, supported by the company's financial policies and the financial-sponsor owner's strategies and incentives. Stronger earnings and good cash conversion should enable the company to build cash ahead of the first potential redemption of high-cost preferred equity in late 2017. Although less likely, S&P could lower the rating if weaker earnings contributed to EBITDA interest coverage approaching 2x, which S&P believes could occur if RBI severely misses S&P's profit growth and free cash flow assumptions for 2017 or 2018 because of weak restaurant growth or negative same-store sales growth. S&P could also lower the rating if the company undertakes large debt-funded acquisitions, which S&P views as key to the financial-sponsor owner's strategy. REVOLUTION ALUMINUM: Hires Steffes Vingiello as Counsel ------------------------------------------------------- Revolution Aluminum Propco, LLC seeks authorization from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Steffes, Vingiello & McKenzie, LLC as counsel. The Debtor requires SVM to give the Debtor legal advice with respect to the Debtor's powers and duties as debtor-in-possession and to perform all legal services for the debtor-in-possession which may be necessary herein. SVM lawyers and professionals who will work on the Debtor's case and their hourly rates are: William E. Steffes $400 Arthur A. Vingiello $375 Gary K. McKenzie $375 Michael H. Piper $375 Patrick S. Garrity $375 Noel Steffes Melancon $300 Barbara B. Parsons $300 Paralegal $90 Law Clerks $90 SVM received a retainer from a non- debtor third party in the total amount of $50,000.00 for post-petition services and expenses expected to be incurred on behalf of the Debtor. William E. Steffes, Esq., of Steffes, Vingiello & McKenzie, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. SVM may be reached at: William E. Steffes, Esq. Steffes, Vingiello & McKenzie, LLC 13702 Coursey Blvd, Bldg 3 Baton Rouge, LA 70817-1370 Tel: (225) 751-1751 Fax: (225) 751-1998 About Revolution Aluminum Propco Ryan & Associates, Inc., Engineered Products, Inc., and Tina J. Hertzel filed an involuntary Chapter 11 case (Bankr. W.D. La., Case No. 16-81024) against Revolution Aluminum Propco, LLC, on September 15, 2016. The Petitioning Creditors are represented by Bradley L. Drell, Esq., at Gold, Weems, Bruser, Sues & Rundell, in Alexandria, Louisiana. The Petitioning Creditors have asked the Bankruptcy Court to enter an order directing the appointment of a Chapter 11 Trustee for the Debtor. The Court entered an Order for Relief officially placing the company in bankruptcy on Feb. 1, 2017. ROBERT MATTHEWS: Garcias Buying Las Vegas Property for $155K ------------------------------------------------------------ Robert B. Matthews asks the U.S. Bankruptcy Court for the District of Nevada to authorize the sale of residential real property located at 907 Bedford Road, Las Vegas, Nevada, APN #139-31-411152, to Juan and Carla Garcia for $155,000. A hearing on the Motion is set for March 22, 2017 at 10:00 a.m. The Debtor was in the construction business. Construction slowed down and the Debtor fell behind in the payments of their residence. The Bank then commenced foreclosure on the residence. There is a large amount of equity in the residence. The wife held another piece of property in the name of a trust. It appears that the trust is a revocable trust. The property came from the wife's inheritance. It was the intent of the Debtor to sell the property and to pay off the mortgage on the house. The Bank would not wait for the Debtor to sell the property so they could pay off the Bank. The Debtor filed bankruptcy to stop the pending foreclosure. The Debtor was proceeding with the sale of the property but now the title company will not close on the property because the trust is a revocable trust and it could be argued that it is property of the estate. The title company will not close on the property until there is an order from the Court. In a abundance of caution and at the request of the title company, the Debtor is seeking approval of the sale of the property form the Court. The Debtor and the Buyers entered into Residential Purchaser Agreement, dated May 20, 2016, which provides for the sale of the property to the Buyers for $155,000. There is no known mortgage against the property. The Debtor proposes to sell the property free and clear of liens, claims, encumbrances and interests as set forth to the Buyers on the terms and conditions provided in the Agreement and the plan of reorganization. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Robert_Matthews_40_Sales.pdf Once the property is sold, the Debtor will have sufficient funds to pay the mortgage in full and to protect the interest in the residence. Any excess funds will be used to pay the remaining creditors in the estate. The Debtor asks the Court to authorize him to pay from the escrow funds the amount to be paid under the plan of reorganization. The Debtor also asks the Court that at the close of escrow of the sale approved by an Order on the Motion, the Escrow Company be authorized to pay from the sale proceeds the (i) broker's commissions as outlined in the contracts; and (ii) all other reasonable and customary escrow fees, recording fees, title insurance premiums, and closing costs necessary and proper to conclude the sale of the property. The terms and conditions of the sale transaction as provided for in the Agreement are fair and reasonable; entry into the Agreement on behalf of the Estate is a sound exercise of the Trustee's reasonable business judgment; and, the sale transaction contemplated by the Agreement is in the best interests of creditors, interest holders and the Estate. Accordingly, the Debtor asks the Court to approve the relief requested. Counsel for the Debtor: David J. Winterton, Esq. DAVID J. WINTERTON & ASSOC., LTD. 1140 N. Town Center Drive, Suite 120 Las Vegas, NV 89144 E-mail: david@davidwinterton.com Robert B. Matthews sought Chapter 11 protection (Bankr. D. Nev. Case No. 16-14164) on July 28, 2016. The Debtor tapped David J. Winterton, Esq., at David J. Winterton & Assoc., Ltd., as counsel. RONALD GLEN WOODSON: Seeks Ch. 11 Trustee Appointment ----------------------------------------------------- Debtors Ronald Glen Woodson, M.D., and Lori Christine Woodson and creditor and party-in-interest City National Bank & Trust Company jointly filed an agreed emergency motion asking the U.S. Bankruptcy Court for the Western District of Oklahoma to direct the appointment of a Chapter 11 Trustee for the Debtors. Both the Debtors and the Creditor suggest Mr. Gould to be the Chapter 11 Trustee. Mr. Gould was the Chapter 7 Trustee from the early stages of the case. Based on the Motion, Mr. Gould understands the context surrounding the case, and his appointment as Chapter 11 Trustee will advance the interests of continuity and efficiency. Ronald Glen Woodson, M.D., and Lori Christine Woodson filed a voluntary petition for relief under Chapter 7 of the Bankruptcy Code on August 25, 2016 (Bankr. W.D. Okla., Case No. 16-13422). A Conversion Motion was granted and the Chapter 7 case was converted to a case under Chapter 11 of the Bankruptcy Code. S&S SCREW: Creditors' Panel Hires Bass Berry as Counsel ------------------------------------------------------- The Official Committee of Unsecured Creditors of S&S Screw Machine Company, LLC, seeks authorization from the U.S. Bankruptcy Court for the Middle District of Tennessee to retain Bass, Berry & Sims PLC as counsel for the Committee. The Committee requires Bass, Berry to perform the legal services that will be necessary during these Chapter 11 Cases. Bass, Berry lawyers and professionals who will work on the Debtors' cases and their hourly rates are: Paul G. Jennings $425 Gene L. Humphreys $425 Russell E. Stair $425 LeAnn Lewis, paralegal $195 Bass, Berry will also be reimbursed for reasonable out-of-pocket expenses incurred. Paul G. Jennings, Esq., member of the firm of Bass, Berry & Sims PLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Bass, Berry can be reached at: Paul G. Jennings, Esq. Bass, Berry & Sims PLC 150 Third Avenue South, Suite 2800 Nashville, TN 37201 Phone: (615)742-0207 E-mail: pjennings@bassberry.com About S&S Screw Machine Company S&S Screw Machine Company, LLC, doing business as S&S - Precision, filed a chapter 11 petition (Bankr. M.D. Tenn. Case No. 16-06829) on Sept. 24, 2016. The petition was signed by Lawrence J. Battle, authorized member. The Debtor is represented by Phillip G. Young, Jr., Esq., at Thompson Burton PLLC. The case is assigned to Judge Randal S. Mashburn. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Office of the U.S. Trustee appointed three creditors to serve on the Official Committee of Unsecured Creditors: Kenny Wine, of Joseph T. Ryerson & Son; Del Miller, of Kaiser Aluminum Fabricated Products; and Stephen L. Cochran, of Production Pattern & Foundry Co. SAMSON RESOURCES: Court Confirms Chapter 11 Plan ------------------------------------------------ The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware entered on Feb. 13, 2017, an order confirming Samson Resources Corporation, et al.'s plan of reorganization. As reported by the Troubled Company Reporter on Jan. 20, 2017, Jeff Montgomery, writing for Bankruptcy Law360, reported that the Court approved a $60 million backstop plan for a stock offering described as key to the Debtors' compromise Chapter 11 reorganization, paving the way to creditor voting and a plan confirmation hearing. Under the Plan, second-lien lenders provided assurance that all the $60 million in new stock would be purchased. The TCR reported that under the Global Settlement Plan, General Unsecured Claims -- estimated at $2,423,818,350 -- are expected to recover 7.0% to 7.5%. This recovery range does not include recoveries associated with the Settlement Trust Causes of Action. About Samson Resources Corporation Samson Resources Corporation, et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-11934) on Sept. 16, 2015. Philip W. Cook, the executive vice president and CFO, signed the petition. The Debtors estimated assets and liabilities Of more than $1 billion. Samson is an onshore oil and gas exploration and production company with interests in various oil and gas leases primarily located in Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming. The Operating Companies operate, or have royalty or working interests in, approximately 8,700 oil and gas production sites. Samson was acquired by KKR and Crestview from Charles Schusterman in December 2011 for approximately $7.2 billion. The investor group provided approximately $4.1 billion in equity investments as part of the purchase price. Kirkland & Ellis LLP represents the Debtors as general counsel. Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel. Alvarez & Marsal LLC acts as the Debtors' financial advisor. Blackstone Advisory Partners L.P. serves as the Debtors' Investment banker. Garden City Group, LLC, serves as claims and noticing agent to the Debtors. Andrew Vara, acting U.S. trustee for Region 3, appointed three creditors of Samson Resources Corp. and its affiliated debtors to serve on the official committee of unsecured creditors. The Committee has tapped White & Case LLP as counsel and Farnan LLP as local counsel. * * * In September 2016, Judge Sontchi denied Samson Resources' Motion for extension of their exclusive periods to file and solicit acceptances of their Chapter 11 plan. Samson sought an extension of its exclusivity period by another six months through March 2017. The Debtors have filed a plan of reorganization. The Creditors' Committee has filed a competing plan of liquidation. SL GRAY: Hires Porter Law as Attorney ------------------------------------- SL Grey Enterprises, LLC seeks authorization from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Porter Law Network as attorneys. The Debtor requires Porter Law to: a. give the Debtor legal advice with respect to its powers and duties as debtor-in-possession in the continued management of its assets; b. prepare such applications, motions, complaints, orders, reports, pleadings, plans, disclosure statements or other papers on the Debtor's behalf that may be necessary in connection with this case; c. take action as may be necessary with respect to claims that may be asserted against the Debtor; and d. perform any other legal services for the Debtor that may be required in connection with this case. Porter Law will be paid at these hourly rates: Karen J. Porter $400 Associated Attorneys $300 Legal Assistants $175 Prior to the commencement of the case the Porter Law Network received a retainer in the amount of $3,217.00 from the Debtor. Porter Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Karen J. Porter, Esq., at Porter Law Network, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Porter Law may be reached at: Karen J. Porter, Esq. Porter Law Network 230 West Monroe, Suite 240 Chicago, IL 60606 Phone: (312)372-4400 Fax: (312)372-4160 About SL Grey Enterprises, LLC SL Grey Enterprises, LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D.Ill. Case No. 16-39388) on December 14, 2016. Karen J. Porter, Esq., at Porter Law Network serves as bankruptcy counsel. The Debtor's assets and liabilities are both below $1 million. SOLID ROCK: Unsecureds to Be Paid From Liquidation Proceeds ----------------------------------------------------------- Solid Rock Holdings, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Arkansas a disclosure statement dated Feb. 13, 2017, referring to the Debtor's plan of reorganization. Allowed Class VII Unsecured Claims will be paid pro rata to the extent funds are available from the liquidation of the Debtor's property. To the extent secured creditors are not paid in full, the deficiency will be a claim in Class VII. This class is impaired. No payments will be made to Class VIII Subordinated Unsecured Claims unless Arkansas Capital Corporation and Bank of the Ozarks are paid in full. Janice R. McElroy, Robert Glenn McElroy and Scott A. McElroy are guarantors of claims of ACC and BO. This class is impaired. The Plan is a liquidating plan. The Debtor is confident it will be able to make all payments and otherwise discharge its obligations under its proposed Chapter 11 Plan pending liquidation of assets. The Disclosure Statement is available at: http://bankrupt.com/misc/areb16-16828-36.pdf About Solid Rock Holdings Solid Rock Holdings, LLC, is a limited liability company organized under the laws of the State of Arkansas. The Debtor is a holding company which rents its assets to an affiliated company which is in the business of fabricating and installing counters and floors from granite, tile and other materials. The Debtor owns real estate located at 18525 I-30 South, Benton, Arkansas 72015 consisting of 2.62 acres, more or less, with improvements consisting of 7,233 square foot detached office and showroom building with warehouse and 10,409 square foot detached manufacturing building with office and warehouse. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. E. D. Ark. Case No. 16-16828) on Dec. 27, 2016. The petition was signed by Scott A. McElroy, managing member. The case is assigned to Judge Richard D. Taylor. Charles Darwin Davidson, Esq., at Davidson Law Firm serves as the Debtor's legal counsel. At the time of the filing, the Debtor disclosed $4.08 million in assets and $2.61 million in liabilities. SPANISH BROADCASTING: Egan-Jones Lowers Unsec. Ratings to CCC- -------------------------------------------------------------- Egan-Jones Ratings, on Jan. 25, 2017, lowered the senior unsecured ratings on debt issued by Spanish Broadcasting System Inc to CCC- from CCC+. EJR also lowered the commercial paper rating on the Company to D from C. Spanish Broadcasting System, Inc. operates as a Spanish-language media and entertainment company in the United States. STEMTECH INTERNATIONAL: Hires GlassRatner as Financial Advisors --------------------------------------------------------------- Stemtech International, Inc., seeks authorization from the U.S. Bankruptcy Court for the Southern District of Florida to employ GlassRatner Advisory & Capital Group, LLC as financial advisors. The Debtor requires GlassRatner to: a. review and validate, or if requested, assist with the development of the Debtor's business plan, cash flow projections, restructuring programs, and other reports and analyses prepared by the Debtor or its professionals in order to advise the Debtor on the viability of the continuing operations and the reasonableness of projections and underlying assumptions; b. advise and assist in the planning, development of and analysis of any restructuring plan and cash flow budgets to be presented to the Debtor's creditors; c. review, evaluate and analyze proposed transactions for which the Debtor may seek approval of the Court, including, but not limited to, debtor in possession financing, use of cash collateral, cash management, assumption and rejection of leases and other contracts, asset sales, management compensation and/or retention and severance plans; d. assist the Debtor in preparing schedules and statement of financial affairs; e. assist the Debtor in preparing monthly operating reports and other reports for filing with the Court; f. review and analyze the development, evaluation and documentation of any plan of reorganization or strategic transactions, including development, structuring and negotiating the terms and conditions of potential plan or strategic transaction(s) and the consideration to be provided to the Debtor's estate; g. render testimony in connection with the foregoing as may be required; h. coordinate operations of the Debtor with its management and counsel and assist management with monitoring and reporting to the Court and parties in interest; and i. render such other advice and services as the Debtor may require. GlassRatner will be paid at these hourly rates: Thomas J. Santoro $425 Partners $425 Directors $275 Associates $195 GlassRatner will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas J. Santoro, principal in the firm of GlassRatner Advisory & Capital Group, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. GlassRatner may be reached at: Thomas J. Santoro GlassRatner Advisory & Capital Group, LLC 200 East Broward Boulevard, Suite 1010 Fort Lauderale, FL 33301 Tel: (954) 859-5066 Fax: (954) 859-6068 E-mail: tsantoro@glassratner.com About Stemtech International, Inc. Stemtech International, Inc.filed a Chapter 11 bankruptcy petition (Bankr. S.D.Fla. Case No. 17-11380) on February 2, 2017. The Hon. Raymond B. Ray presides over the case. SEESE, PA 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 Ray C. Carter. chief executive officer. STO ROX SCHOOL: Moody's Gives Initial Ba3 Rating to 2017 GO Bonds ----------------------------------------------------------------- Issue: General Obligation Bonds, Series of 2017; Rating: Ba3; Rating Type: Underlying LT; Sale Amount: $8,500,000; Expected Sale Date: 03/07/2017; Rating Description: General Obligation Limited Tax; Issue: General Obligation Bonds, Series of 2017; Rating: A2; Rating Type: Enhanced LT; Sale Amount: $8,500,000; Expected Sale Date: 03/07/2017; Rating Description: General Obligation Limited Tax; Summary Rating Rationale Moody's Investors Service has assigned an initial Ba3 underlying rating with negative outlook and an A2 enhanced rating with stable outlook to Sto Rox School District, PA's $8.5 million General Obligation Bonds, Series of 2017. The Ba3 underlying rating reflects the deteriorating fund balance and liquidity position resulting from four years of deficits. The district has struggled to maintain structural balance in light of declining revenues and increasing costs for charter school tuition, pension, and special education. The rating also incorporates the limited tax base with weak income levels, high debt burden, and manageable pension and OPEB liabilities. The A2 pre-default enhanced rating reflects Moody's current assessment of the direct pay structure, which provides for the pre-default intercept of state aid through a direct payment to the paying agent. Rating Outlook The negative outlook reflects the challenges the district faces to achieving structural balance and replenishment of reserves to adequate levels. Charter school tuition, special education, transportation and pension costs are expected to continue to be budget drivers, and it is unclear how the district will structurally balance future budgets. In addition, the district has enacted a spending freeze mid-way through fiscal 2017 due to transportation and charter tuition being over budget. The stable outlook on the enhanced rating mirrors the outlook on the Commonwealth of Pennsylvania (Aa3 stable). Factors that Could Lead to an Upgrade (Remove the Negative Outlook) Maintenance of structurally balanced operations Material improvement in cash and fund balance Stabilization of charter school tuition and pension costs Factors that Could Lead to a Downgrade Further declines in fund balance or liquidity Continued declines in the tax base or wealth levels Material increase in the debt burden Legal Security The bonds are general obligations of the district. The majority of the bonds are secured by the district's unlimited tax pledge as they refund a series of debt exempt from Act 1 limitations. However, a small portion (less than $1 million) is subject to Act 1. Use of Proceeds The bonds will currently refund a portion of the outstanding General Obligation Bonds, Refunding Series B of 2011 (dated September 15, 2011) for estimated net present value savings of $130,000, equal to 1.6% of refunded principal (net of state reimbursement). The refunding is structured for upfront savings to be taken in fiscal 2018 in the form of debt service reduction. There is no extension of final maturity. Obligor Profile The K-12 school district, which encompasses an area of approximately 3 square miles, is located in Allegheny County and is comprised of Stowe Township and the Borough of McKees Rocks. The district is six miles northwest of the City of Pittsburgh (A1 stable). The district operates two elementary schools, one middle school, and one high school. Methodology The principal methodology used in the underlying rating was US Local Government General Obligation Debt published in December 2016. The principal methodology used in the enhanced rating was State Aid Intercept Programs and Financings: Pre and Post Default published in July 2013. T&C GYMNASTICS: Aerial Gym to Recover Nothing Under Amended Plan ---------------------------------------------------------------- T&C Gymnastics, LLC, filed with the U.S. Bankruptcy for the Northern District of Illinois an amended small business disclosure statement describing its amended plan of reorganization, dated Feb. 10, 2017. Class 5 under the plan is the unsecured claim of Aerial Gym Stars Enterprises, Inc. The Debtor owes Aerial Gym the amount of $29,481.85 pursuant to the terms of a promissory note and asset purchase agreement executed on or around March 13, 2015. Pursuant to the terms of the asset purchase agreement, Debtor assumed most liabilities of Aerial Gym. Accordingly, Debtor will continue to pay the assumed liabilities of Aerial Gym Stars Enterprises, Inc., which are set forth in Classes 1 and 3 but will make no further payments to Aerial Gym under the Plan. This class is impaired. The initial plan originally proposed to pay Aerial Gym the amount of $491.35 per month for a period of 60 months with no interest beginning on the effective date for a total distribution of 100% of the allowed claim. Class 7 is the unsecured non-priority claim of 880 South Rohlwing Road, LLC. According to its proof of claim, 880 South Rohlwing Road, LLC, is owed approximately $337,683 based on a judgment entered against Aerial Gym and subsequent citation to discover assets. Rohlwing does not have a judgment against the Debtor and the Debtor disputes the alleged claim. The Debtor has filed a Motion to estimate the claim filed by Rohwling. In the event that the court estimates the claim to be $0, Debtor will make no payments to Rohlwing. In the event that the court estimates the claim to be an amount above $0, Debtor will pay Rohlwing a total of up to $55,431 consisting of monthly payments of $924 for a period of 60 months. In the event that the claim is estimated to be more than $0 but less than $55,431, Debtor will pay the full amount of the claim over a period of 60 months. Class 7 is unimpaired if the court estimates the claim at $0 and is impaired if the court estimates the claim to be above $0. Payments and distributions under the Plan will be funded by the continuing Operations of the Debtor. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/ilnb16-14993-94.pdf T&C Gymnastics, LLC, sought chapter 11 protection (Bankr. N.D. Ill. Case No. 16-14993) on May 2, 2016, and is represented by Joshua D. Greene, Esq., at Springer Brown LLC. At the time of the filing, the Debtor estimated its assets and debts at less than $1 million. The Debtor provides gymnastics instruction and lessons to children of all ages. TASEKO MINES: Moody's Hikes Corporate Family Rating to B3 --------------------------------------------------------- Moody's Investors Service upgraded Taseko Mines Limited's corporate family rating (CFR) to B3 from Caa1, probability of default rating (PDR) to B3-PD from Caa1-PD, and senior unsecured notes to Caa1 from Caa2. The company's speculative grade liquidity rating was affirmed at SGL-3. At the same time the ratings outlook was changed to stable from negative. "Taseko's ratings have been upgraded because adjusted leverage will drop to about 3x and the company will generate modest positive free cash flow over the next 12 to 18 months," said Jamie Koutsoukis, Moody's Vice-President, Senior Analyst. Issuer: Taseko Mines Limited Upgrades: -- Probability of Default Rating, Upgraded to B3-PD from Caa1-PD -- Corporate Family Rating, Upgraded to B3 from Caa1 -- Senior Unsecured Regular Bond/Debenture, Upgraded to Caa1 (LGD 4) from Caa2 (LGD 4) Affirmations: -- Speculative Grade Liquidity Rating, Affirmed SGL-3 Outlook Actions: Issuer: Taseko Mines Limited -- Outlook, Changed To Stable From Negative RATING RATIONALE Taseko's B3 corporate family rating is driven by the company's concentration of cash flows from one metal (copper) at a single mine (Gibraltar), and adequate liquidity. Using Moody's price sensitivity of US$2.30/lb for copper, leverage will improve to around 3x in 2017 because expected better grades at Gibraltar will result in higher production and increased cash flow generation. However with all the company's production from one mine, and its exposure to volatile copper prices, Taseko could see potential material reductions in cash flows should there be operational problems, or a fall in copper prices. Taseko's liquidity is adequate over the next year (SGL-3). Taseko had C$64 million in cash at September 30th, 2016, but its $70 million revolver is fully drawn. Moody's expects the company will produce slightly negative free cash flow in 2017 using Moody's price sensitivities. The company has no debt maturities until 2019: its revolving credit facility is due March 2019, and its US$200 million senior unsecured notes are due April 2019. The company is expected to maintain covenant headroom (minimum $20 million of working capital, as defined; $29 million actual as of Sept16). Alternative liquidity from asset sales could be possible from its ownership of the Aley Niobium Project, Florence Copper Project, and New Prosperity Gold-Copper Project. Taseko's stable rating outlook reflects Moody's expectation that the company will generate slightly negative free cash flow in 2017, but positive free cash flow in 2018, and maintain leverage around 3x, because of better copper grades at Gibraltar and strengthened copper prices. Taseko's CFR could be upgraded if the company is able to generate sustained positive free cash flow, while maintaining adjusted debt/EBITDA below 3.0x (negative as of Q3/16). The ratings could be downgraded if it becomes more likely that Taseko will not be able to refinance its debt prior to the 2019 maturity, the company experiences operating challenges at Gibraltar, or if liquidity weakens. Headquartered in Vancouver, Canada, Taseko Mines Limited operates Gibraltar, an open-pit copper and molybdenum mine located in British Columbia, Canada, producing about 130 million pounds/year. Gibraltar is an unincorporated joint venture, 75% owned by Taseko and 25% owned by Cariboo Copper Corp. (a Japanese consortium). The principal methodology used in these ratings was Global Mining Industry published in August 2014. TRANSCARE CORP: Paid $2.79 Million to Patriarch Partners -------------------------------------------------------- Peg Brickley and Tom Corrigan, writing for The Wall Street Journal Pro Bankruptcy, reported that court papers show that Lynn Tilton's Patriarch Partners took nearly $3 million out of ailing ambulance operator TransCare Corp. in the year before it collapsed into bankruptcy, leaving 1,700 workers suddenly jobless and many unpaid. According to the report, bankruptcy-court reports don't say why TransCare paid Patriarch $2.785 million. A former TransCare chief financial officer, who asked to remain anonymous because he said he fears a retaliatory lawsuit, said during his tenure as CFO, he was required to pay loan interest and management fees to Patriarch ahead of vendors, payroll, taxes and health insurance premiums, the report related. TransCare was one of a number of Patriarch-managed companies caught up in a wave of abrupt closures in 2016, a year that saw Ms. Tilton go to trial on civil fraud charges filed by the Securities and Exchange Commission, the report further related. The money trail showing $2.785 million went to Patriarch was pieced together by professionals Mr. LaMonica hired, who worked with the papers TransCare left behind after it closed, the report said. The Troubled Company Reporter, on March 8, 2016, reported that Patriarch Partners LLC's TransCare Corp. which filed a Chapter 7 petition on Feb. 24, shutting down operations in New York, Pennsylvania and Maryland, is facing a suit, seeking class action status, filed by laid off workers. TRANSMAR COMMODITY: ABN Amro OK'd to Subpoena More Units -------------------------------------------------------- The American Bankruptcy Institute, citing Marcy Nicholson of Reuters, reported that a court filing showed that ABN Amro Capital USA LLC has been granted authority to issue subpoenas to the U.S. and Ecuadorian units of cocoa trading house Transmar Group Ltd., as the bank searches for more than $300 million in assets. According to the report, citing the court document, the bank has widened its search on behalf of the company's lenders for assets that they say disappeared from Transmar Commodity Group Ltd., a U.S. unit of Transmar Group, before it filed for bankruptcy in December. The lenders say the assets could have helped cover Transmar's debt, the report related. The report, further citing the court document, said ABN, a unit of ABN Amro Group NV and agent for lenders to Transmar Commodity Group, was authorized to issue subpoenas to several companies, including Transmar Commodity Group, Transmar Holdings LLC, Transmar Ecuador S.A. and several directors, for documents and examination of witnesses. ABN Amro was already authorized to issue subpoenas to ITC Cocoa House, Ltd, Itochu Corporation and Euromar Commodities GmbH, a Jan. 31 court document showed, the report added. About Transmar Commodity Group Ltd. Transmar Commodity Group Ltd. filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-13625), on December 31, 2016. The Petition was signed by was signed by Peter G. Johnson, chairman, president and chief executive officer. At the time of filing, the Debtor had estimated both assets and liabilities ranging between $100 million to $500 million each. The Debtor is represented by Joseph L. Schwartz, Esq., Tara J. Schellhorn, Esq. and Rachel F. Gillen, Esq., at Riker Danzig Scherer Hyland & Perretti LLP. The Debtor has engaged Tracy L. Klestadt, Esq., Joseph C. Corneau, Esq., and Christopher J. Reilly, Esq., at Klestadt Winters Jureller Southard & Stevens, LLP as local counsel; and GORG as German special counsel. The Debtor has hired DeLoitte Transactions and Business Analytics LLP as its restructuring advisor; and Donlin, Recano & Company, Inc. as its claims & noticing agent. The Office of the U.S. Trustee on Jan. 18 appointed three creditors of Transmar Commodity Group Ltd. to serve on the official committee of unsecured creditors. TRANSPORT EXPRESS: Unsecureds to Get 50% Plus Interest for 10 Years ------------------------------------------------------------------- Transport Express, LLC, filed with the U.S. Bankruptcy Court for the District of Colorado a disclosure statement referring to the Debtor's plan of reorganization. Class 3 Unsecured Claims are impaired by the Plan. The holders will be paid 50% of their pro rata share of net profit plus interest for ten years commencing on the first anniversary of the Effective Date and continuing annually thereafter for nine additional annual payments unless paid in full earlier. Interest will accrue at the Federal Judgment Interest Rate commencing as of the date of the Plan Confirmation Court Order. The pro rata amount will be calculated by combining Class 2 and Class 3 claims. Payments to the members of Class 3 will be in full and final satisfaction of the allowed unsecured claims of the Class 3 creditors. The Debtor estimates that allowed unsecured claims in Class 3 total approximately $100,911. Allowed unsecured claims include: unsecured claims listed by the Debtor on its bankruptcy schedules and proofs of claim filed by the Debtor's creditors. The Debtor estimates that its Plan will pay 100% of each allowed unsecured claim plus interest over the ten-year period proposed in the Plan. Payment of these claims will be in full and final satisfaction of Class 3 unsecured claims. The Debtor estimates that the effective date of its Plan will be April 24, 2017. The Disclosure Statement is available at: http://bankrupt.com/misc/cob16-14166-123.pdf The Plan was filed by the Debtor's counsel: Jeffrey A. Weinman, Esq. WEINMAN & ASSOCIATES, P.C. 730 17th Street, Suite 240 Denver, CO 80202-3506 Tel: (303) 572-1010 Fax: (303) 572-1011 E-mail: jweinman@weinmanpc.com About Transport Express Transport Express, LLC, operates a trucking business. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 16-14166) on April 28, 2016. The petition was signed by Russell T. Strobridge, manager. The case is assigned to Judge Elizabeth E. Brown. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. No official committee of unsecured creditors has been appointed in the case. TRIANGLE USA: Court Extends Plan Filing Deadline to March 16 ------------------------------------------------------------ Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware extended the exclusive periods during which Triangle USA Petroleum Corporation and certain of its affiliates may file and solicit acceptances of a chapter 11 plan, or through and including March 16, 2017 and May 15, 2017, respectively. The Troubled Company Reporter had earlier reported that the Debtors sought to extend their Exclusivity Periods out of an abundance of caution. The Debtors told the Court that they had already filed their Plan and were beginning the process of soliciting votes on the Plan in accordance with the the Disclosure Statement Order entered on January 13, 2017. The Debtors contended that the requested exclusivity extension will provide them and their advisors with the opportunity to continue to solicit votes and pursue confirmation of the Plan in an orderly fashion. The Debtors will also require additional time to negotiate and document their exit financing commitments, post-emergence corporate governance arrangements, and various other matters. In addition, the Debtors told the Court that the extension will also preclude the costly disruption and instability that would occur if competing plans were proposed, before the Debtors have a meaningful opportunity to work with their key constituencies to put forth an amended proposal. About Triangle USA Petroleum Corporation Triangle USA Petroleum Corporation is an independent exploration and production company with a strategic focus on developing the Bakken Shale and Three Forks formations in the Williston Basin of North Dakota and Montana. TUSA is a wholly owned subsidiary of Triangle Petroleum Corporation (NYSE MKT: TPLM). Neither TPLM nor its affiliated company, RockPile Energy Services, LLC, is included in TUSA's Chapter 11 filing. Triangle USA Petroleum Corporation and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-11566) on June 29, 2016. The cases are pending before Judge Mary F. Walrath. The Debtors have engaged Sarah E. Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP as counsel, AP Services, LLC, as financial advisor, PJT Partners Inc. as investment banker and Prime Clerk LLC as claims & noticing agent. At the time of the filing, TUSA estimated assets in the range of $500 million to $1 billion and liabilities of up to $1 billion. Andrew R. Vara, Acting U.S. Trustee, has informed the U.S. Bankruptcy Court for the District of Delaware that a committee of unsecured creditors has not been appointed in the Chapter 11 case of Triangle USA Petroleum Corporation due to insufficient response to the U.S. Trustee communication/contact for service on the committee. Gibson, Dunn & Crutcher LLP and Young Conaway Stargatt & Taylor, LLP, on Jan. 24, 2017, disclosed that (i) they now represent Franklin Advisers, Inc., as investment manager on behalf of certain funds and accounts, and Canyon Capital Advisors LLC, on behalf of its participating funds and accounts, in these Chapter 11 Cases and (ii) they no longer represent Southeastern Asset Management, Inc. TX C C INC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: TX. C. C., Inc. 5055 W. Park Blvd., Suite 500 Plano, TX 75093-2587 Case No.: 17-40297 Chapter 11 Petition Date: February 13, 2017 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Judge: Hon. Brenda T. Rhoades Debtor's Counsel: John P. Henry, Esq. THE LAW OFFICES OF JOHN HENRY, P.C. 407 W. Liberty Ave. Round Rock, TX 78664 Tel: 512-981-7301 Fax: 888-909-9312 E-mail: jhenry@jhenrylaw.com general@jhenrylaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Timothy Dungan, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txeb17-40297.pdf ULTRA PETROLEUM: Disciplined Growth Reports 9% Equity Stake ----------------------------------------------------------- Disciplined Growth Investors, Inc. disclosed in a regulatory filing with the Securities and Exchange Commission that it may be deemed to beneficially own 13,952,754 shares or roughly 9% of the common stock of Ultra Petroleum Corp as of Dec. 31, 2016. Disciplined Growth Investors may be reached at: Frederick K. Martin President & Chief Investment Officer Disciplined Growth Investors 150 South Fifth Street, Suite 2550 Minneapolis, MN 55402 About Ultra Petroleum Houston, Texas-based Ultra Petroleum Corp. (OTC Pink Marketplace: "UPLMQ") is an independent oil and gas company engaged in the development, production, operation, exploration and acquisition of oil and natural gas properties. On April 29, 2016, Ultra Petroleum Corp. and seven subsidiary companies filed petitions (Bankr. S.D. Tex.) seeking relief under Chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Judge Marvin Isgur. These cases are being jointly administered for procedural purposes, with all pleadings filed in these cases will be maintained on the case docket for Ultra Petroleum Corp. Case No. 16-32202. Ultra Petroleum disclosed total assets of $1.28 billion and total liabilities of $3.91 billion as of March 31, 2016. James H.M. Sprayregen, P.C., David R. Seligman, P.C., Michael B. Slade, Esq., Christopher T. Greco, Esq., and Gregory F. Pesce, Esq., at Kirkland & Ellis LLP; and Patricia B. Tomasco, Esq., Matthew D. Cavenaugh, Esq., and Jennifer F. Wertz, Esq., at Jackson Walker, L.L.P., serve as co-counsel to the Debtors. Rothschild Inc. serves as the Debtors' investment banker; Petrie Partners serves as their investment banker; and Epiq Bankruptcy Solutions, LLC, serves as claims and noticing agent. The Office of the U.S. Trustee has appointed seven creditors of Ultra Petroleum Corp. to serve on an Official Committee of Unsecured Creditors. The Committee tapped Weil, Gotshal & Manges LLP as its legal counsel; Opportune LLP as advisor; and PJT Partners LP as its financial advisor. ULTRA PETROLEUM: Scoggin Entities Report 5.6% Equity Stake ---------------------------------------------------------- A. Dev Chodry, Craig Effron and Curtis Schenker -- Co-Chief Investment Officers for Scoggin Management LP -- disclosed in a regulatory filing with the Securities and Exchange Commission that they may be deemed to beneficially own 8,627,261 shares or roughly 5.6% of the common stock of Ultra Petroleum Corp. as of Dec. 31, 2016. Mr. Chodry is the Chief Investment Officer for Distressed Credit Strategies for Scoggin. Messrs. Effron and Schenker are the Co-Chief Investment Officer for Event Driven Strategies for Scoggin. Scoggin Management LP is the investment manager of Scoggin Capital Management II LLC and Scoggin International Fund, Ltd. Scoggin GP LLC is the general partner of Scoggin Management LP. Scoggin may be reached at: A. Dev Chodry Craig Effron Curtis Schenker Scoggin Capital Management II LLC 660 Madison Avenue New York, NY 10065 About Ultra Petroleum Houston, Texas-based Ultra Petroleum Corp. (OTC Pink Marketplace: "UPLMQ") is an independent oil and gas company engaged in the development, production, operation, exploration and acquisition of oil and natural gas properties. On April 29, 2016, Ultra Petroleum Corp. and seven subsidiary companies filed petitions (Bankr. S.D. Tex.) seeking relief under Chapter 11 of the United States Bankruptcy Code. The Debtors' cases have been assigned to Judge Marvin Isgur. These cases are being jointly administered for procedural purposes, with all pleadings filed in these cases will be maintained on the case docket for Ultra Petroleum Corp. Case No. 16-32202. Ultra Petroleum disclosed total assets of $1.28 billion and total liabilities of $3.91 billion as of March 31, 2016. James H.M. Sprayregen, P.C., David R. Seligman, P.C., Michael B. Slade, Esq., Christopher T. Greco, Esq., and Gregory F. Pesce, Esq., at Kirkland & Ellis LLP; and Patricia B. Tomasco, Esq., Matthew D. Cavenaugh, Esq., and Jennifer F. Wertz, Esq., at Jackson Walker, L.L.P., serve as co-counsel to the Debtors. Rothschild Inc. serves as the Debtors' investment banker; Petrie Partners serves as their investment banker; and Epiq Bankruptcy Solutions, LLC, serves as claims and noticing agent. The Office of the U.S. Trustee has appointed seven creditors of Ultra Petroleum Corp. to serve on an Official Committee of Unsecured Creditors. The Committee tapped Weil, Gotshal & Manges LLP as its legal counsel; Opportune LLP as advisor; and PJT Partners LP as its financial advisor. URBAN DISCOVERY: S&P Lowers Rating on 2014A/B Revenue Bonds to BB- ------------------------------------------------------------------ S&P Global Ratings lowered its rating to 'BB-' from 'BB' on the California Municipal Finance Authority's series 2014A and taxable series 2014B charter school revenue bonds, issued on behalf of Fourteenth Street Holdings LLC for the Urban Discovery Academy (UDA) project. The outlook is stable. "We lowered the rating based on our view of UDA's unexpectedly weakened financial profile, with the school's first year of deficit operations in fiscal 2016, moderating liquidity position, and weak lease-adjusted maximum annual debt service (MADS) coverage below 1x," said S&P Global Ratings credit analyst Avani Parikh. "In addition, as of fall 2016, UDA expanded to a high school program and is looking to secure additional leased space, which could present continued operational pressure and near-term transition risk," she added. In S&P's view, UDA has greater flexibility at the 'BB-' rating level to navigate this expansion, while stabilizing financial performance to levels which better absorb the school's current debt obligations. UDA is a grade K-9 public charter school, with 485 students enrolled for the 2016-2017 school year. The series 2014 bond proceeds were used to finance the acquisition and renovation of a new school facility for UDA in San Diego's east village. The bonds are general obligations of UDA and are secured by a gross revenue pledge of UDA's unrestricted revenues, a mortgage lien, a debt service reserve fund funded at MADS, a repair and replacement fund, and insurance coverage on the new facility. The rating is based on our view of the security provided by UDA. As of June 30, 2016, UDA had $11.6 million in long-term debt outstanding, consisting of $10.4 million series 2014 and $925,000 series 2015 bonds, and $200,000 in capital leases. "The stable outlook reflects our expectation that over the one-year outlook period, UDA will continue to grow enrollment, while meeting budgeted expectations, with at least steady MADS coverage and liquidity," added Ms. Parikh. We expect the school to remain in compliance in bond covenants. VANGUARD HEALTHCARE: PCO Continues to Get Complaints ---------------------------------------------------- Laura E. Brown, Esq., the Patient Care Ombudsman for Vanguard Healthcare, LLC, has filed a report on February 1, 2017 before the U.S. Bankruptcy Court for the Middle District of Tennessee regarding the Debtor's 14 facilities. The PCO reported that during the visit in Aurora Health and Rehabilitation, the Ombudsman representative was made aware of seven complaints. Five of the complaints related to food taste and temperature and two complaints were about call lights that were not answered in a timely manner. The PCO added that during the January 27, 2017 visit, the Ombudsman representative did note strong odors of urine in several resident rooms. The Ombudsman representative is working with the residents and the facility to resolve all of the complaints identified on the January visit. Moreover, the PCO noted that the Ombudsman representative was not made aware of any complaints on either visit at (a) Ashland Healthcare and Rehabilitation; (b) Rest Haven Health and Rehabilitation; (c) Vicksburg Convalescent Center; (d) Shady Lawn Health and Rehabilitation; (e) Whitehall Boca Raton; (f) Glen Oaks Health and Rehabilitation; and (g) The Palace Healthcare and Rehabilitation. No decline in the quality of resident care was noticed on either visit of each of the facility. According to the report, the Ombudsman representative received two complaints from the Eldercare Health and Rehabilitation facility. The PCO noted that the representative began investigating the complaints and one complaint has been resolved and one complaint needed no action. Meanwhile, the Ombudsman representative continues to work closely with the residents and the facility administration to correct issues noted on earlier visits at Boulevard Terrace Rehabilitation and Nursing Home. The PCO reported that some of the issues identified in previous visits have been completely corrected while the other issues are still lingering. In Church Hill Care and Rehab facility, the only complaint brought to the attention was the Ombudsman representative involved an involuntary discharge notice. The representative is working with the resident and the facility to resolve the complaint. The representative did not record any decline in the quality of resident care on any of the visits. Lastly, the Ombudsman representatives frequently visit with the residents of Crestview Health and Rehabilitation, Vanguard of Manchester (Manchester Health Care Center), and Vanguard of Memphis (Poplar Point Health and Rehabilitation) to ensure that the residents are receiving quality care and to quickly address any complaints that may arise as the facility transitions to new ownership. About Vanguard Healthcare Vanguard is a long-term care provider headquartered in Brentwood, Tennessee, providing rehabilitation and skilled nursing services at 14 facilities in four states (Florida, Mississippi, Tennessee and West Virginia). Vanguard Healthcare, LLC and 17 of its subsidiaries each filed a Chapter 11 bankruptcy petition (Bankr. M.D Tenn. Lead Case No. 16-03296) on May 6, 2016. The petitions were signed by William D. Orand, the CEO. The cases are assigned to Judge Randal S. Mashburn. Vanguard estimated assets in the range of $100 million to $500 million and liabilities of up to $100 million. The Debtors have hired Bradley Arant Boult Cummings LLP as counsel and BMC Group as noticing agent. The U.S. Trustee for Region appointed seven creditors of Vanguard Healthcare, LLC, to serve on the official committee of unsecured creditors. The committee members are Kindred Nursing Centers East, L.L.C., Medline Industries, Inc., Healthcare Services Group, Inc., Kirk F. Hebert, Signature Healthcare, LLC, et al., Express Courier, and Rezult Group, Inc. VINCENT MORELLA: Vincent Buying Shreveport Property for $100K ------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California will convene a hearing on March 8, 2017, at 11:00 a.m. to consider Vincent Morella's proposal to sell 100% interest in the real property containing a vacant single family residence located at 3905 Richmond Ave, Shreveport, Louisiana, with a legal description of Lots 3 & 4 & 1/2, ABDN, ADJ, Alley, Fairmont Heights and located in the Parish of Caddo ("SFR"), to Jacinda Angela Vincent ("JAV") for $100,000, subject to overbid. Objections, if any, must be filed at least 14 calendar days before the hearing on the Motion. Any reply to such an objection will be filed at least 7 calendar days before the Sale Hearing. The liens or encumbrances exist against the property to be sold are (i) Business First Bank (purported judgment lien secured creditor-owed approximately $ 2,000,000); and (ii) real property taxes for the year 2015 and current year taxes (amount owed approximately $3,000). Each purported creditor has either agreed to the sale; its claims are in dispute; will be paid from the proceeds of sale; and/or can be compelled to accept a money judgment. The property has a value of approximately $100,000. Over the past 12 months, the SFR has been marketed and the Debtor has received offers in the amounts of between $100,000 and $125,000. Past sales have fallen out of escrow for one reason or another. The material terms of the Residential Agreement to Buy or Sell are: a. The purchase price offered by JAV for the SFR is $100,000 cash, minus commissions and customary closing costs. b. The sale is "as is, where is," without representation or warranty, and free and clear of any claim, lien, or interest. c. JAV assumes no liabilities of the Debtor against the SFR. d. The closing date is to be on March 24, 2017. A copy of the Agreement attached to the Motion is available for free at: http://bankrupt.com/misc/Vincent_Morella_143_Sales.pdf The Motion has been served on all creditors and parties in interest, the Office of the United States Trustee, parties having requested special notice. Those parties and anyone having an interest in purchasing the SFR will have the ability to take a position and potentially bid on the SFR on such terms that the Court believes appropriate at the time of hearing. Post sale, the proceeds, after payment of all customary and appropriate expenses including but not limited to the expense of professionals retained for the purposes of selling the property as well as the real property taxes, will be placed in a non-interest bearing trust account with such proceeds being subject to further order of the Court. The terms of the agreement and purchase price are fair and reasonable, and the sale of the assets facilitates the reorganization efforts of the Debtor and is therefore in the best interest of the Debtor's Estate. Accordingly, the Debtor asks the Court to authorize sale of the SFR to JAV as provided, and to grant to it such other and further relief as is just. The Purchaser can be reached at: Jacinda Angela Vincent 910 South Perkins Ferry Rd. Lake Charles, LA 70611 Telephone (Home): (337) 540-7937 Telephone (Work): (337) 478-1578 E-mail: jacindavin@yahoo.com Counsel for the Debtor: Paul M. Brent, Esq. STEINBERG NUTTER & BRENT LAW CORP. 23801 Calabasas Road, #2031 Calabasas, CA 91302 Telephone: (818) 876-8535 Facsimile: (818) 876-8536 E-mail: snb300@aol.com Vincent Morella sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 16-18410) on June 23, 2016. The Debtor tapped Paul M Brent, Esq., at Steinberg Nutter & Brent Law Corp. as counsel. VISTA OUTDOOR: S&P Affirms 'BB+' CCR & Revises Outlook to Negative ------------------------------------------------------------------ S&P Global Ratings said that it affirmed its 'BB+' corporate credit rating on Farmington, Utah-based Vista Outdoor Inc. S&P revised the outlook to negative from stable. S&P also affirmed its 'BBB-' issue-level rating on the company's $640 million term loan A and $400 million revolver due in 2021. The recovery ratings remain '1', indicating S&P's expectation for very high (90%-100%) recovery in the event of a payment default. S&P also affirmed its 'BB+' issue-level rating on the company's $350 million senior unsecured notes due 2023. The '3' recovery rating indicates S&P's expectation of meaningful (high end of the 50%-70% range) recovery in the event of a payment default. As of the quarter ended Jan. 1, 2017, S&P estimates that the company had $1.2 billion in adjusted debt outstanding. The outlook revision to negative reflects S&P's expectation that operating performance will be weaker during the next 12 months, resulting in debt leverage maintained above 3x, FOCF to decline by over 80%, and covenant cushion below 15%. The company underperformed its guidance for the third fiscal quarter ended Jan. 1, 2017, primarily because of a 15% drop in organic sales in its outdoor products segment, largely due to increased promotional activity in a weak retail environment. Because of the weak performance and expectations for continued reduced cash flows, the company incurred a $449 million pretax, noncash impairment charge related to the Hunting and Shooting Accessories division. Debt leverage is above S&P's benchmark of 3x for the ratings, even after making pro forma adjustments for acquisitions, and the company's cash flow was substantially below S&P's expectations. Given the company's tempered outlook and our revised downward model, S&P could lower the ratings if the company is unable to sell through its inventory to improve cash flow and ratios remain on the weak end of S&P's forecast, especially leverage maintained in the mid-3x area during the next 12 months. S&P expected the company's revenues to be at least $2.7 billion and FOCF to be at least $130 million. S&P now forecasts revenues will be about $2.5 billion and FOCF (after capital expenditures) will be about $25 million-$40 million. Poor demand has resulted in an inventory overhang that will result in promotional activity that leads to weaker cash flow for the fiscal year ending March 31, 2017. Additionally, the company's covenant cushion dipped to just below 15% during the quarter because of its lower EBITDA and elevated debt levels. S&P expected the company to pay down its revolver by fiscal year-end, but given its lower cash flow expectations, S&P believes the company will maintain a balance on its revolver by year-end. As of Jan. 1, 2017, the company had $190 million drawn. Assuming no further substantial deterioration in operating performance and that the company will halt sizable acquisitions and share repurchases in the near term, S&P believes the company can restore debt leverage below 3x and support the ratings. Other assumptions supporting S&P's forecast include: -- Revenues of about $2.5 billion in 2017 that should grow by at least low–single-digit percentages in 2018. This is underpinned by S&P's expectation of at least low-single- digit percentage GDP growth in 2017 and 2018. EBITDA margin of at least 15% for 2017 and 2018. -- FOCF of least $25 million after capital expenditures (capex) of about $90 million in 2017 and S&P expects levels to improve in 2018. Share repurchases likely to be lower than in prior years as the board has yet to authorize another share repurchase, and cash flow is likely to be used toward repayment of revolver borrowings. -- No dividends. No sizable acquisitions. Based on these assumptions, S&P forecasts these credit measures: -- Debt to EBITDA of about 3x in fiscal 2017 and just below that in 2018. -- Funds from operations (FFO) to debt between 21% and 24% in fiscals 2017 and 2018. S&P's ratings also reflect that Vista incorporates a leading position in the U.S. ammunition market, smaller scale, continuing expansion into the outdoor sporting goods industry, and a role as a consolidator within a highly fragmented market. S&P also factors in the company's narrow geographic focus, exposure to regulatory risk associated with guns and ammunition, and participation in a highly competitive and fragmented industry. S&P also believes the company is susceptible to reduced discretionary spending during economic downturns. Vista is the result of the spin-off of Alliant Techsystem's sporting group business, which produced sporting rifles and shotguns, shooting accessories, and ammunition. Since the spin-off, Vista has pursued an acquisitive expansion strategy aimed at diversifying the business into the broader outdoor sporting recreation market. The company has made four sizable acquisitions during the past 18 months, including Jimmy Styks (paddleboards and accessories), CamelBak (hydration), BRG Sports' Action Sports division (biking and snow sport accessories, and most recently Camp Chef (outdoor cooking), which it acquired to increase its presence in the camping goods market. These acquisitions have helped the company further diversify its brand portfolio and have solidified the company's position as the leading consolidator in the outdoor sporting industry. The recent acquisitions complement Vista's market-leading position in ammunition, where it commands a 40% market share, outpacing legacy category leaders Winchester Ammunition and Remington Arms. Vista's products are sold through mass, specialty, and independent retailers. Top customers include Wal-Mart Stores Inc., Cabela's, Gander Mountain, Bass Pro Shops, Dick's Sporting Goods, Sportsman's Warehouse, and Recreational Equipment Inc., with no customer accounting for more than 15% of sales, which mitigates customer concentration risk. "We view the company's expansion strategy as favorable because it helps to diversify beyond guns and ammunition, which carry regulatory and headline risk. Yet, we also recognize the outdoor sporting industry as a whole is a niche market that can be cyclical. The industry relies heavily on consumer sentiment and levels of discretionary income as customers can delay upgrading their equipment during weak economic conditions. The outdoor sporting goods industry is highly fragmented, and despite its role as the consolidator within the industry, Vista accounts for slightly less than 5% of the overall $63 billion industry. Additionally, the company has a narrow geographic footprint with almost all sales coming from the U.S. market," S&P said. S&P believes Vista will have adequate liquidity during the next 12 months. S&P's view of the company's liquidity profile incorporates S&P's estimate that liquidity sources will exceed uses by more than 1.2x. S&P expects net sources would be positive even with a 15% drop in EBITDA. The company's ratio of sources to uses is greater than 1.5x and would indicate a stronger liquidity assessment, but S&P do not believe that the company passes S&P's qualitative tests for a strong assessment. These include the likely ability to absorb high-impact, lower-probability events without refinancing and a high standing in the credit markets. In addition, S&P estimates the company has less than 15% on its most restrictive leverage covenant. Principal liquidity sources: -- Cash of $40.8 million at Jan. 1, 2017; -- Cash FFO of at least $245 million; and -- Available of roughly $184 million under its $400 million revolver maturing April 1, 2021, reflecting $190 million of borrowings and $26 million of letters of credit outstanding. Principal liquidity uses: -- Capex of about $90 million in 2017 to reflect planned ammunition capacity expansion; -- Annual term loan amortization of about $32 million on the term loan A; -- Seasonal working capital use of no more than $150 million; and -- Through the first nine months of fiscal 2017, the company has repurchased about $127 million worth of shares. Covenants Vista is subject to a maximum leverage ratio of 3.5x and minimum interest coverage ratio of 3x under its term loan and revolving credit agreement. There are no stepdowns or stepups. As of the quarter ended Jan. 1, 2017, S&P estimates the company's covenant cushion fell below 15% on its leverage ratio test. S&P expects the company to restore cushion above 15% during the next 12 months as it improves cash flow and pays down its revolver borrowings. In the event the cushion further deteriorates, there could be downward pressure on the ratings. The company maintained ample cushion on its interest coverage ratio. "The negative outlook reflects our belief that we could lower the ratings during the next 12 months if operating performance continues to deteriorate as a result of a weak retail environment, consumer demand, or increased competition, resulting in an inability for the company to maintain debt leverage at 3x or below, restore cash flows closer to historical levels, and improve covenant cushion to at least 15%. We could also lower the ratings if the company makes another large, debt-financed acquisition or share repurchases before deleveraging and restoring cash flows, demonstrating a more aggressive financial policy and willingness to operate at higher leverage levels," S&P said. S&P could consider revising the outlook to stable if the company improves operating performance, resulting in leverage remaining near 3x or below and restoring FOCF to historical levels. S&P believes this could be achieved if it curtails share repurchases, halts making large acquisitions, and maintains EBITDA margin of at least 15%. WCI COMMUNITIES: S&P Raises CCR to 'BB' on Acquisition by Lennar ---------------------------------------------------------------- S&P Global Ratings said it raised its corporate credit and issue-level ratings on WCI Communities to 'BB' from 'B' after the company was acquired by Lennar Corp. and removed the ratings from CreditWatch, where S&P placed them with positive implications on Sept. 22, 2016. S&P revised the recovery rating on the senior unsecured debt to '3' from '2', reflecting its expectation of meaningful (50%-70%, higher half of the range) recovery in the event of default. Lennar Corp. has announced the completion of its acquisition of WCI Communities Inc. for approximately $643 million in an all-cash transaction. S&P subsequently withdrew the corporate credit rating following the closing of the transaction. Since Lennar assumed WCI's outstanding debt, the issue-level ratings will remain in place. WENATCHEE, WA: Moody's Confirms Ba1 Rating on 2007 LTGO Bonds ------------------------------------------------------------- Moody's Investors Service has confirmed the Ba1 rating on the City of Wenatchee, Washington's Limited Tax General Obligation Bonds, 2007. The Ba1 rating is two notches below Moody's internal assessment of the City of Wenatchee's hypothetical general obligation unlimited tax rating. The distinction reflects Moody's views of the lingering risk associated with the city's willingness to pay a limited tax general obligation, as evidenced by the 2012 default on a contingent loan agreement. The rating outlook is stable. This action concludes a review undertaken in conjunction with the publication on December 16, 2016 of the US Local Government General Obligation Debt Methodology. Rating Outlook The stable outlook reflects Moody's expectations that rating will be maintained at the current level until the Moody's views the city has demonstrated its commitment to the prioritization of the city's limited tax general obligation pledge. Factors that Could Lead to an Upgrade Demonstrated commitment to the prioritization of the city's limited tax general obligation pledge Sustained self-sufficiency of public facilities district (PFD) Factors that Could Lead to a Downgrade Deterioration of/increased subsidy of PFD or city enterprise activities Weakened liquidity and reserves Prolonged downturn in economy Legal Security The limited tax general obligation bonds are secured by the city's full faith, credit, and resources and pledge to levy taxes annually within the constitutional and statutory tax limitation provided by law without a vote of the people. Methodology The principal methodology used in this rating was US Local Government General Obligation Debt published in December 2016. WEST LANE PROPERTIES: De Santis to Get $4,054 Monthly Over 5 Years ------------------------------------------------------------------ West Lane Properties, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of California an amended disclosure statement describing its plan of reorganization. Class 1 under the amended plan consists of the secured claim of Pat De Santis. De Santis, a Married Man, as his sole and separate property, will receive monthly payments of $4,054.65 over five years commencing with the date of confirmation of the Plan. This sum is amortizing the principal over 30 years at 6%. The arrears if any will be added to the principal without interest. This claim will be paid in full within five years of the effective date of confirmation of Plan. The ordinary contract amount is $5,880.58. Class 2 consists of the secured claim of Linda Banks. Banks will receive monthly payments of $1,362.14 over five years, commencing with the date of confirmation of the Plan. This sum is amortizing the principal over 30 years at 6%. The arrears if any will be added to the principal without interest. This claim will be paid in full within five years of the effective date of confirmation of Plan. The ordinary contract amount is $2,280.45. Class 3 consists of the secured claim of Shabbir A. Khan. Khan will receive monthly payments of $1,205.38 over five years in a period not to exceed five years from the petition date. This payment includes statutory interest, currently 18%. Payments and distributions under the Plan will be funded by the ongoing rental income received by the Debtor. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/caeb16-25217-59.pdf About West Lane Properties West Lane Properties Inc. filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 16-25217), on August 9, 2016. The petition was signed by Hoc C. Ma, president. The case is assigned to Judge Michael S. McManus. The Debtor's counsel is Mark J. Hannon, Esq. At the time of filing, the Debtor disclosed $1 million in assets and $818,172 in liabilities. WET SEAL: Proposes Auction of Wetseal.com and Other IP Assets ------------------------------------------------------------- The Wet Seal, LLC, and its affiliated debtors asked the U.S. Bankruptcy Court for the District of Delaware to authorize the sale of certain intellectual property free and clear of liens, claims, encumbrances, and other interests through an auction. The motion is available at: http://bankrupt.com/misc/deb17-10229-97.pdf In connection with their retail operations, the Debtors have developed and utilized the Intellectual Property, which consists of trademarks, domain names, customer files, and related data, including, among other things, the digital assets associated with the e-commerce Web site operated by the Debtors at www.wetseal.com. As reported by the Troubled Company Reporter on Feb. 13, 2017, the Debtors retained Hilco Streambank to market and sell the intellectual property assets. After consultation with Hilco Streambank and their other advisors, the Debtors have determined that in order to maximize value, the sale of their intellectual property needs to occur on an expedited timeline. The Debtors' e-commerce inventory is in the process of being exhausted through discounts and promotions, and will not be replenished. As the Debtor’s ecommerce inventory is sold down, the Debtors' e-commerce business will become more expensive to maintain and operate. The expenses associated with the operation of the ecommerce platform include licensing fees, maintenance of third party warehouse space and employment of web development and IT personnel to administer the website. Absent revenue to support that infrastructure, the Debtors estimate that they will be forced to terminate their e-commerce operations in early March 2017. To maximize the value of the Debtors' intellectual property, the Debtors seek to sell the intellectual property while the e-commerce site remains operational. Because many of the Debtors' customers engage with the Wet Seal brand through its digital channels, the Debtors believe that maintaining links between the Wet Seal brand and its affiliates and customers during the marketing period will help the Debtors maximize the value of their brands and related assets. By contrast, the Debtors and their advisors believe that conducting the sale process while the e-commerce site is no longer operational, and when affiliate links are broken and customer engagement has decreased, will cause a loss to the potential value for that intellectual property. Due to the potential loss of value if the sale is not consummated as quickly as possible, the interim court order authorizing postpetition use of cash collateral specifically provides that the failure to receive bids on the intellectual property by Feb. 28, 2017, will be an event of default. Bids for the intellectual property assets must be submitted by Feb. 28, 2017, at 5:00 p.m. (ET). Offers must: (i) enclose a proposed purchase agreement that specifically identifies the intellectual property proposed to be purchased, which may be all or a portion of the intellectual property, and the proposed consideration, and a blackline against the form purchase agreement; (ii) confirm that the offer will remain open and irrevocable until the closing of a sale to the successful bidder or the next highest bidder; (iii) be accompanied by a certified or bank check or wire transfer in an amount equal to 10% of the purchase price identified in the purchase agreement as a minimum good faith deposit, which minimum deposit will be used to fund a portion of the purchase price provided for in the bid; (iv) not be conditioned on obtaining financing or the outcome of any due diligence by the bidder; (v) not request or entitle the bidder to any break-up fee, expense reimbursement, or similar type of payment; and (vi) fully disclose the identity of each entity that will be bidding for the intellectual property or otherwise participating in connection with the bid, and the complete terms of any such participation. If the Debtors receive more than one qualified bid for the intellectual property (or certain subset of the intellectual property), the auction(s) with respect to the sale will commence at the office of the Debtors' counsel, Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, Delaware 19801, on March 2, 2017, at 10:00 a.m. (prevailing Eastern Time), or at a later time and place as the Debtors may provide so long as such change is communicated reasonably in advance by the Debtors to all bidders, and other invitees. A hearing on the approval of the sale will be held on March 3, 2017, at 2:00 p.m. (ET). About The Wet Seal The Wet Seal, LLC, and its affiliates are a national multi-channel specialty retailer selling fashion apparel and accessory items designed for female customers aged 18 to 24 years old. They are currently comprised of two primary units: the retail store business and an e-commerce business. Through their retail store business, they operate approximately 142 retail locations in 37 states, principally in lease-based mall locations. They also have historically sold gift cards, which business has been primarily operated through The Wet Seal Gift Card, LLC. The Wet Seal, LLC, also known as The Wet Seal (2015), LLC, sought Chapter 11 protection (Bankr. D. Del. Case No. 17-10229) on Feb. 2, 2017. The case is assigned to Judge Christopher S. Sontchi. The Debtor tapped Robert S. Brady, Esq., Michael R. Nestor, Esq., Jaime Luton Chapman, Esq., Andrew L. Magaziner, Esq., of the Young Conaway Stargatt & Taylor, LLP as counsel. The Debtor estimated assets in the range of $10 million to $50 million and $50 million to $100 million in debt. The petitions were signed by Judd P. Tirnauer, executive vice president and chief financial officer. WHICKER ASSET: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Whicker Asset Management, LLC 17-30584 dba GTM Plastics 2405 S. Shiloh Road Garland, TX 75041 Whicker Real Estate Holdings, LLC 17-30585 2405 S. Shiloh Road Garland, TX 75041 Chapter 11 Petition Date: February 15, 2017 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Hon. Barbara J. Houser (17-30584) Hon. Stacey G. Jernigan (17-30585) Debtors' Counsel: Melanie Pearce Goolsby, Esq. PRONSKE GOOLSBY & KATHMAN, P.C. 901 Main Street, Suite 610 Dallas, TX 75202 Tel: 214-658-6500 Fax: 214-658-6509 E-mail: mgoolsby@pgkpc.com - and - Jason Patrick Kathman, Esq. PRONSKE GOOLSBY & KATHMAN, P.C. 901 Main Street, Suite 610 Dallas, TX 75202 Tel: (214) 658-6500 Fax: (214) 658-6509 E-mail: jkathman@pgkpc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard C. Whicker, president. The Debtors did not include a list of their largest unsecured creditors when they filed the petitions. Full-text copies of the petitions are available for free at: http://bankrupt.com/misc/txnb17-30584.pdf http://bankrupt.com/misc/txnb17-30585.pdf XTERA COMMUNICATIONS: H.I.G. Capital Acquires Assets of Business ---------------------------------------------------------------- H.I.G. Capital, a global private equity investment firm with over EUR20 billion of equity capital under management, on Feb. 15, 2017, disclosed that it has acquired substantially all the assets of Xtera Communications, Inc., a provider of innovative and bespoke sub-sea fiber optic solutions. H.I.G. previously provided debtor-in-possession financing to the Xtera debtors in connection with the chapter 11 case. Established in 1998 and based in the UK (Harold Wood, Essex) and the US (Allen, Texas), Xtera supplies un-repeatered and repeatered sub-sea systems, using high performance optical amplifiers to carry data. Under H.I.G.'s ownership, Xtera's management and technical team will remain at the helm of the business, focused on successfully executing key existing customer contracts and expanding the business in the rapidly growing markets it serves with a clear roadmap of disruptive product launches. Carl Harring, Managing Director at H.I.G. Capital commented: "We believe Xtera has considerable growth potential as an independent, well-funded business with a new ownership structure. Its world class IP protected technology is not only differentiated and superior to that of its competitors, but it is delivered to an impressive range of global clients at a cost-effective price point. We are excited to be working with this industry-leading team and our immediate focus will be to work with them to deliver and build on existing contracts and over the long-term, provide the financial support to enable the company to fully capitalise on its technology with a broader base of customers." Stuart Barnes, Founder of Xtera, added: "We are delighted to announce our new partnership with H.I.G. Capital, which has previously invested in the fiber-optics sector and has a proven understanding of how to grow specialist industrial suppliers into market-leading players. We share the same vision of strengthening Xtera's footprint in the future." This investment follows H.I.G.'s recent successful sale of Fibercore, a UK-baseddesigner and manufacturer of specialty optical fiber. Under H.I.G.'s ownership Fibercore grew from a niche producer into a world leading provider of optical fiber to a range of high tech industries. H.I.G. acquired Fibercore from Cisco, in a carve-out transaction back in 2011. About Xtera Communications Xtera Communications and seven affiliated debtors filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 16-12577) on Nov. 15, 2016. The company sells telecommunications-related optical transport solutions. The company disclosed $50.47 million in assets and $66.45 million in total debt as of the bankruptcy filing. Xtera tapped DLA Piper LLP as legal counsel; Cowen & Company as investment banker; and Epiq Systems Inc. as claims agent. On Nov. 23, 2016, the Office of the U.S. Trustee appointed five creditors to serve on the official committee of unsecured creditors. Lawyers at Bayard P.A., and Lowenstein Sandler LLP serve as counsel to the committee while BDO USA, LLP (BDO) serves as its financial advisor. HIG Neptune, the postpetition lender, is represented by Allen & Overy LLP; and Morris, Nichols, Arsht & Tunnell LLP. Counsel to Wilmington Trust, N.A., the DIP Agent, is Kaye Scholer LLP. Counsel to the prepetition senior lender are Levy, Small & Lallas and Chipman Brown Cicero & Cole, LLP. Counsel to Horizon Technology Finance Corp., the prepetition subordinated lender, is K&L Gates LLP. [*] D. Farrington Yates Joins Kobre & Kim's Insolvency Practice --------------------------------------------------------------- Global disputes and investigations firm Kobre & Kim bolsters its international insolvency capabilities with the addition of bankruptcy lawyer D. Farrington Yates in New York. Mr. Yates was co-chair of the U.S. restructuring, insolvency and bankruptcy practice at Dentons. Mr. Yates joins the firm's Bankruptcy & Debtor-Creditor Disputes team, bringing his extensive knowledge of cross-border, corporate insolvency actions. His practice focuses on guiding non-U.S. clients through high-value U.S. Chapter 11 proceedings and representing non-U.S. insolvencies in pursuing recoveries in the U.S. through Chapter 15 proceedings. Co-founder Michael Kim noted that Mr. Yates will reinforce the firm's strength in multijurisdictional insolvency disputes: "One of our firm's core strengths is handling matters relating to fraud and asset recovery. Many of these matters involve international insolvency issues, and Farrington's addition is a key part of our strategy to expand our team working in this complex area." The firm's Bankruptcy & Debtor-Creditor Disputes group currently serves as special litigation counsel and international asset recovery counsel in insolvencies originating from various jurisdictions, including Brazil, Cayman Islands, Hong Kong, Delaware, New York and Spain. The team's representations include clawback actions, priority contests, intercreditor disputes, and investigating and recovering assets of insolvent entities, often in simultaneous legal proceedings in multiple countries. "I have built my practice as an adviser to entities worldwide involved in complex and contested cross-border insolvency proceedings," Mr. Yates said. "I am excited to join a unique firm that offers integrated investigation and insolvency disputes capabilities in key jurisdictions throughout the world." About Kobre & Kim Kobre & Kim -- http://www.kobrekim.com-- is a conflict-free global law firm focused exclusively on disputes and investigations. The ability to litigate against virtually anyone or any financial institution ideally positions Kobre & Kim to aggressively pursue insolvency disputes through litigation. The firm also acts as special litigation counsel with other law firms to help them enhance their existing client relationships. The firm leverages the skill and experience of English solicitors and barristers (including three English Queen's Counsel), Hong Kong solicitors, offshore lawyers and U.S. trial lawyers (including more than a dozen former U.S. Department of Justice and U.S. Securities and Exchange Commission lawyers) in an integrated advocacy team. The firm litigates and arbitrates in the world's leading jurisdictions for complex insolvency, financial and commercial disputes, as well as in matters relating to government enforcement, regulatory investigations, judgment enforcement and intellectual property litigation. [*] Former SEC Chair Mary Jo White Returns to Debevoise ------------------------------------------------------- Debevoise & Plimpton LLP on February 15, 2017, announced that Mary Jo White, who served from April 2013 to January 2017 as Chair of the United States Securities and Exchange Commission, will return to legal practice at Debevoise and serve as Senior Chair of the firm. She was Chair of Debevoise's Litigation Department from 2002 to 2013, prior to which she served as the United States Attorney for the Southern District of New York for nearly nine years. Ms. White's practice will focus on counseling boards of directors and representing clients on significant and sensitive matters, including companies facing crises involving multi-faceted government investigations and cases. Her arrival follows the announcement that Andrew J. Ceresney will also rejoin Debevoise after serving under Ms. White as the Director of the Division of Enforcement at the SEC. "I am delighted to return once again to Debevoise," Ms. White said. "The firm has the preeminent white collar practice and many of the finest lawyers and colleagues with whom I have ever worked. I am eager to begin this next chapter of my career and assist clients with their most critical matters." "Simply put, Mary Jo is a giant in the legal profession," said Michael W. Blair, Debevoise's Presiding Partner. "Few, if any, other lawyers have garnered the respect and admiration that Mary Jo has throughout her distinguished career. Mary Jo's leadership and accomplishments are truly extraordinary, and her experience and judgment will be a tremendous asset to our clients and the firm." "Having served both as Chair of the SEC and as the U.S. Attorney for the Southern District of New York, Mary Jo brings an unmatched range of knowledge and experience and a uniquely informed perspective to our clients on their most challenging and complex matters," said Bruce E. Yannett, Deputy Presiding Partner and Chair of the White Collar & Regulatory Defense Group. "Her return to the firm also further strengthens Debevoise's market-leading white collar and regulatory defense practice, which Mary Jo played a vital role in helping to build." Ms. White, who was nominated by President Obama to lead the SEC, was one of the Commission's longest-serving Chairs. Under Ms. White’s leadership, the Commission strengthened protections for investors and the markets through transformative rulemakings that addressed major issues raised by the financial crisis, and created the framework for the future regulation of the asset management industry, enhancement of equity market structure and disclosure effectiveness. The Commission also instituted changes to enforcement that resulted in greater accountability and record levels of actions and monetary remedies ordered. Ms. White's groundbreaking career has included being the only woman to serve as the U.S. Attorney for the Southern District of New York in the more than 200-year history of that office. Ms. White also served as the Chair of Attorney General Janet Reno's Advisory Committee of United States Attorneys. Prior to becoming the U.S. Attorney in the Southern District of New York, Ms. White served as the First Assistant U.S. Attorney and Acting U.S. Attorney in the Eastern District of New York from 1990 to 1993. According to Chambers Global 2016, Debevoise stands in a class of its own in the white collar space as the only firm in Band 1 in the "Corporate Investigations -- Global-wide" category. Debevoise's White Collar & Regulatory Defense Group has a roster of clients that comprises many of the world's leading companies. In addition to Ms. White and Mr. Ceresney, Debevoise has several other prominent former SEC, DOJ and other officials, including two former co-chiefs of the Asset Management Unit of the Division of Enforcement, a former Associate Director of the Division of Enforcement and the former Associate Director of the Division of Investment Management. In addition, Debevoise is the only law firm with two former Attorneys General: Lord Goldsmith QC, the former Attorney General of the UK who serves as the firm's Co-Managing Partner in London and Chair of European and Asian Litigation; and Judge Michael B. Mukasey, former U.S. Attorney General and currently of counsel at the firm. In all, the group includes 17 former Assistant U.S. Attorneys or Department of Justice attorneys; the former Acting Assistant Attorney General for the DOJ Criminal Division and the former Deputy Assistant Attorney General for National Security; and a former leading federal district court judge, the Honorable John Gleeson. Ms. White is a Fellow in the American College of Trial Lawyers and the International College of Trial Lawyers. She is the recipient of numerous awards and is regularly ranked as a leading lawyer by directories that evaluate law firms. In addition, Ms. White has served as Director of The NASDAQ Stock Exchange, and on its Executive, Audit and Policy Committees. She is also a member of the Council on Foreign Relations. From 1983 to 1990, Ms. White was a litigation partner at Debevoise. From 1978 to 1981, she served as an Assistant U.S. Attorney in the Southern District of New York, where she became Chief Appellate Attorney of the Criminal Division. Ms. White graduated from William & Mary, Phi Beta Kappa with a B.A. in Psychology, The New School for Social Research with an M.A. in Psychology and Columbia Law School with a J.D., where she was an officer of the Law Review. Ms. White can be reached at: Mary Jo White, Esq. DEBEVOISE & PLIMPTON LLP 919 Third Avenue New York, NY 10022 Tel: +1 212 909 6529 About Debevoise & Plimpton LLP Debevoise & Plimpton LLP is a premier law firm with market-leading practices, a global perspective and strong New York roots. We deliver effective solutions to our clients’ most important legal challenges, applying clear commercial judgment and a distinctively collaborative approach. [*] Michelle Harner Selected as U.S. Bankruptcy Judge in Maryland ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland is pleased to announce that the United States Court of Appeals for the Fourth Circuit has selected Professor Michelle M. Harner, of Baltimore, Maryland, to fill a vacancy for United States Bankruptcy Judge in the District of Maryland. The vacancy is created by the upcoming retirement announced by Judge James F. Schneider, who on February 1, 2017 celebrated having served 35 years on the bench. According to Baltimore Patch, Judge Harner was a Francis King Carey Professor of Law and director of Maryland Carey Law's Business Law Program. The Patch related that Professor Harner's work on legal issues associated with corporate governance and financially distressed entities has been widely recognized by both scholars and practitioners. She is an elected fellow of the American College of Bankruptcy and a member of the American Law Institute, and served as the Robert M. Zinman American Bankruptcy Institute (ABI) Resident Scholar in 2015. She also served as reporter to the ABI's Commission to Study the Reform of Chapter 11 and is currently associate reporter to the Advisory Committee on the Federal Rules of Bankruptcy Procedure, the Patch said. She received the M&A Advisor Turnaround Leadership Award in 2016 and the ABI Annual Service Award in 2015, the report added. Her scholarship, published in more than two dozen law reviews, has been cited by numerous courts, including the U.S. Courts of Appeals for the First, Third, Fifth and Ninth Circuits and the U.S. District Courts for the Districts of Massachusetts and Nevada, the report further related. "I am so honored by the Fourth Circuit's selection," Professor Harner told the Patch. "I enjoy every aspect of my work at the law school, especially my colleagues and my students. And I will miss working with them on a daily basis. I feel, however, a strong call to serve the Baltimore community and the legal profession, and I can think of no better way to do that than through service on the Maryland bankruptcy bench." Prior to joining the Maryland Carey Law faculty in 2009, Professor Harner served at the University of Nebraska College of Law, where she was twice voted Professor of the Year; as a partner at Jones Day, where her practice focused primarily on corporate restructuring and bankruptcy law; and as a law clerk to The Honorable William T. Bodoh, of the U.S. Bankruptcy Court for the Northern District of Ohio, the report said. She graduated with honors from Boston College; and summa cum laude, first in her class and Order of the Coif, from The Ohio State University Moritz College of Law, where she also was executive editor of The Ohio State University Law Journal, the Patch added. Professor Harner will complete the current semester at Maryland Carey Law and assume her judicial duties in the spring, the report said. [*] Webinar -- Retail Restructuring Outlook 2017 -- Wed., Mar. 8 ---------------------------------------------------------------- Beard Group invites you to join a timely Webinar about retail restructurings in 2017. Panelists for this Webinar will explore these six questions: * What is the outlook for retail restructurings in 2017? * What is the prognostication for the next wave of restructurings? * What are the potential restructuring opportunities ahead? * How might this next wave compare to the last? * What reasons do we have to be optimistic or pessimistic about retail restructurings in 2017? * What cascading effect might this have on other industries and sectors of the economy? Register today at http://bit.ly/2kDntFufor this event. Date: Wednesday, March 8, 2017 Time: 2:00 p.m., prevailing Eastern Time Length: 90 minutes Cost: $195.00 per site Faculty for this Webinar: Kenneth A. Rosen – Lowenstein Sandler Partner and Chair, Bankruptcy, Financial Reorganization & Creditors' Rights With more than 30 years of proven experience, Ken is the first call for companies seeking a strategic plan for recovery from financial distress. Ken advises on the full spectrum of restructuring solutions, including Chapter 11 reorganizations, out-of-court workouts, financial restructurings, and litigation. He works closely with debtors, creditors' committees, lenders, landlords, and others in such diverse industries as paper and printing, food, furniture, pharmaceuticals, health care, and real estate. Paul Huygens – Province, Inc. Principal Mr. Huygens is a founding principal of Province and has 20 years of experience in consulting and management on a national basis, primarily involving out-of-court restructurings, complex chapter 11 cases, and distressed financial transactions. He is an effective leader who produces creative and pragmatic solutions to complicated issues, and is a recent award winner in the Service Provider category with M&A Advisor. Mr. Huygens has represented debtors, chapter 7 and 11 trustees, creditors and creditor committees in cases spanning a range of industries, including gaming, hospitality, construction, metals & mining, real estate, media, alternative energy, ecommerce and retail. His experience includes the origination and restructuring of debt, fraud investigation, expert testimony, prepackaged and traditional reorganization plans, forensic and reconstructive accounting, asset sales, debtor-in-possession and exit financing, crisis management, interim management and strategic alternative consulting. Frank A. Merola – Stroock & Stroock & Lavan LLP Partner, Financial Restructuring Frank has more than 25 years of experience in business reorganization and bankruptcy. Mr. Merola has advised debtors, creditors, acquirers and equity holders in both Chapter 11 and out-of-court restructurings across a range of industries. He also focuses his practice on the representation of ad hoc and official creditor committees and equity holders. Prior clients include Sirius Satellite Radio, Harbinger Capital Partners, Tennenbaum Capital Partners and Providence Equity Partners. Mr. Merola has developed a sub-specialty advising parties in casino resort restructurings and bankruptcies. Prior to joining Stroock, Mr. Merola worked at Jefferies & Co., Inc. as managing director in the Recapitalization and Reorganization Group, and as an attorney at Stutman, Treister & Glatt, P.C., a Los Angeles-based boutique law firm. Sunny Singh – Weil, Gotshal & Manges LLP Partner, Financial Restructuring Mr. Singh advises debtors, creditors, sponsors, investors, acquirers, lenders and other interested parties in all aspects of distressed and insolvency situations both in and out-of-court. Mr. Singh has extensive experience with prepackaged chapter 11 cases and asset sales under the Bankruptcy Code. Mr. Singh's engagements have ranged across various industries, including airlines, banking, financial services, oil and gas and retail. Chelsea R. Frankel – Reorg Research Reporter Ms. Frankel is a Reporter at Reorg Research. Prior to joining Reorg Research, she was a freelance technology writer focusing on startups and mobile applications. She has a B.A. in History from Bard College. For more information, contact: Joseph Cardillo (856) 381-8268 joseph@beardgroup.com www.beardwebinars.com [^] BOOK REVIEW: AS WE FORGIVE OUR DEBTORS ------------------------------------------ Authors: Teresa A. Sullivan, Elizabeth Warren, & Jay Westbrook Publisher: Beard Books Softcover: 370 Pages List Price: $34.95 Review by: Susan Pannell Order your personal copy today at http://www.beardbooks.com/beardbooks/as_we_forgive_our_debtors.html So you think you know the profile of the average consumer debtor: either deadbeat slouched on a sagging sofa with a three- day growth on his chin or a crafty lower-middle class type opting for bankruptcy to avoid both poverty and responsible debt repayment. Except that it might be a single or divorced female who's the one most likely to file for personal bankruptcy protection, and her petition might be the last stage of a continuum of crises that began with her job loss or divorce. Moreover, the dilemma might be attributable in part to consumer credit industry that has increased its profitability by relaxing its standards and extending credit to almost anyone who can scribble his or her name on an application. Such are among the unexpected findings in this painstaking study of 2,400 bankruptcy filings in Illinois, Pennsylvania, and Texas during the seven-year period from 1981 to 1987. Rather than relying on case counts or gross data collected for a court's administrative records, as has been done elsewhere, the authors use data contained in the actual petitions. In so doing, they offer a unique window into debtors' lives. The authors conclude that people who file for bankruptcy are, as a rule, neither impoverished families nor wily manipulators of the system. Instead, debtors are a cross-section of America. If one demographic segment can be isolated as particularly debt- prone, it would be women householders, whom the authors found often live on the edge of financial disaster. Very few debtors (3.7 percent in the study) were repeat filers who might be viewed as abusing the system, and most (70 percent in the study) of Chapter 13 cases fail and become Chapter 7s. Accordingly, the authors conclude that the economic model of behavior--which assumes a petitioner is a "calculating maximizer" in his in his decision to seek bankruptcy protection and his selection of chapter to file under, a profile routinely used to justify changes in the law--is at variance with the actual debtor profile derived from this study. A few stereotypes about debtors are, however, borne out. It is less than surprising to learn, for example, that most debtors are simply not as well-off as the average American or that while bankrupt's mortgage debts are about average, their consumer debts are off the charts. Petitioners seem particularly susceptible to the siren song of credit card companies. In the study sample, creditors were found to have made between 27 percent and 36 percent of their loans to debtors with incomes below $12,500 (although the loans might have been made before the debtors' income dropped so low). Of course, the vigor with which consumer credit lenders pursue their goal of maximizing profits has a corresponding impact on the number of bankruptcy filings. The book won the ABA's 1990 Silver Gavel Award. A special 1999 update by the authors is included exclusively in the Beard Book reprint edition. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2017. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***