/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/170306.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, March 6, 2017, Vol. 21, No. 64 Headlines 215 HEMPSTEAD: Taps Berger Fischoff as Legal Counsel 23 FARMS: Regions Bank Consents to Use of Cash Collateral 3324 N. CLARK: Sale of Chicago Property to Meta for $1.6M Approved 4 ACES BINGO: Revises Provisions on Treatment of GB&TC Claim 477 WEST: Upper Group Files Plan Proposing to Sell NY Property 611 COMMERCIAL: Taps Michael Baxter as Real Estate Broker 7 BAY CORP: Liquidating Trustee to be Appointed Under Plan 925 DAMEN: Sale of Chicago Property for $580K Approved ABENGOA BIOENERGY: Unsecureds to Get 30.7% Under 3rd Amended Plan ACHAOGEN INC: Promotes Blake Wise to President and COO ACI WORLDWIDE: S&P Alters Outlook to Stable & Affirms BB- Rating AGESONG GENESIS: Petitioning Creditors Seek Trustee Appointment ALGODON WINES: Sells 342,986 Shares; $1.2 million Promissory Notes ANSWERS HOLDINGS: Case Summary & 30 Largest Unsecured Creditors ARAMARK SERVICES: Moody's Rates Secured Bank Loans 'Ba1' ARAMARK: S&P Raises CCR to 'BB+' on Improved Credit Ratios ARCTIC GLACIER: S&P Assigns 'B-' CCR; Outlook Stable ATHANAS FENCE: Taps Cohen & Krol as Legal Counsel ATIF INC: Case Summary & 20 Largest Unsecured Creditors AVAYA INC: Wants to Let Go of 10-Year Lease for 49ers AXIOS LOGISTICS: Wants U.S. Recognition of Canadian Receivership BCBG MAX: March 9 Meeting Set to Form Creditors' Panel BERGEN PLAZA: Daibes Buying Fairview Commercial Property for $3.6M BERNARD L. MADOFF: Former Employee Must Return $1.1 Million BIOPLANET CORP: Hearing on Cash Collateral Use Continued to March 8 BIOSCRIP INC: Camber Capital Has 8.65% Equity Stake as of Dec. 31 BIOSCRIP INC: North Tide Has 7.2% Equity Stake as of Dec. 31 BIOSCRIP INC: Philip Hempleman Reports 5.4% Stake as of Dec. 31 BIOSTAGE INC: Anson Funds et al. Cease to be 5% Shareholders BONANZA CREEK: Barclays Reports 6% Equity Stake as of Dec. 31 BONANZA CREEK: Hutchin Hill et al. Have 8.3% Stake as of Dec. 31 BRAS TRADING: Engineering Firm Files for Chapter 7 Bankruptcy BUFFETS LLC: Unsecureds to Recover 10% Under Amended Plan BULOVA TECHNOLOGIES: Delays Filing of Dec. 31 Form 10-Q C & D PRODUCE: Intends to File Plan of Reorganization by May 16 CAPITAL CONSTRUCTION: Case Summary & 2 Unsecured Creditors CAPITAL TRANSPORTATION: Seeks to Hire Chartwell as Claims Counsel CAR CHARGING: Horton Capital Reports 6.7% Stake as of Dec. 31 CAR CHARGING: Wolverine et al. Have 7.7% Stake as of Dec. 31 CARVER BANCORP: Appoints CEO, Boards of Directors CARVER BANCORP: Expects to File Form 10-Q within Extension Period CATASYS INC: Reports 2016 Net Loss of $17.9 Million CHANNEL TECHNOLOGIES: Sonatech Buying Property for $329K CHINACAST EDUCATION: Taps HK-Based Norton Rose as Counsel CICERO INC: Privet Fund Director Designee Quits from Board CIVIC PARTNERS: Wants to Use Northwest Bank's Cash Collateral CLARK-CUTLER-MCDERMOTT: GM to Recoup Nothing for Unsecured Claims CLIFFS NATURAL: Christopher Cebula Assumes Controller & CAO Posts CLIFFS NATURAL: Enters Into 5.75% Senior Notes Indenture COBALT INTERNATIONAL: Paulson & Co. Has 7.45% Stake as of Dec. 31 COBALT INTERNATIONAL: Receives Noncompliance Notice from NYSE COCOA EXPO: Has Preliminary OK to Use Cash Collateral; Bank Objects COMMSCOPE HOLDING: Moody's Hikes Corporate Family Rating to Ba2 COMMSCOPE HOLDING: S&P Rates $750MM Unsecured Notes 'BB-' COSI INC: Trishield Special et al. Cease to be Shareholders COVANTA HOLDING: Moody's Assigns Ba3 Rating to $400MM Unsec. Notes COVANTA HOLDING: S&P Rates New $400MM Sr. Unsecured Notes 'B' CTI BIOPHARMA: Appoints Adam Craig as CEO CTI BIOPHARMA: Has $22.6-Mil. Net Fin'l Standing as of Jan. 31 CUMULUS MEDIA: U.S. Judge Rejects Refinancing Plan CYRUSONE LP: S&P Assigns 'BB' Rating on Proposed $450MM Sr. Notes DAKOTA PLAINS: North Star Partners Ceases to be 5% Shareholder DELCATH SYSTEMS: Renaissance Holds 7.29% Stake as of Dec. 31 DEVICE TECHNOLOGY: Moody's Assigns Ba2 Corporate Family Rating DEWEY & LEBOEUF: Former Director Gets Star Witness' Plea Deal DIGNITY & MERCY: Seeks to Hire Myles CPA Firm as Accountant DIGNITY & MERCY: Taps O'Brien Law Firm as Legal Counsel DIOCESE OF NEW ULM: Case Summary & 19 Largest Unsecured Creditors DISTRIBUTION INTERNATIONAL: S&P Lowers CCR to 'CCC+' DYNEGY INC: Posts Net Loss of $1.24 Billion for 2016 E. ALLEN REEVES: Taps Ciardi Ciardi & Astin as Legal Counsel EAGAN AVENATTI: Involuntary Chapter 11 Case Summary EAST COAST FOODS: Wants OK for Hope & IRS Cash Collateral Use Pacts EASTERN OUTFITTERS: CVS Pharmacy Objects to Bid Procedures EFT HOLDINGS: Will File Dec. 31 Form 10-Q Within Extension Period EIDOLON BRANDS: Taps JND Corporate as Solicitation Agent ENERGY FUTURE: Says IRS' Proofs of Claim Need to be Amended ENRON CORP: Suit Against UBS Units Over Fraud Involvement Junked EPICENTER PARTNERS: CPF to Contribute $1.7-Mil. to Fund Plan ESPLANADE HL: May Use First Midwest's Collateral Until March 19 ESSAR STEEL: Mediation Scheduled Later This Month EVANS & SUTHERLAND: Peter Kellogg Owns 33% Stake as of Dec. 30 EXTREME PLASTICS: Court Extends Plan Filing Deadline Until April 28 FLORIDA EAR: Wants To Use JPMorgan & Dr. Silverstein's Collateral FORESIGHT ENERGY: Accipiter Holds 11.9% of Interests as of Dec. 31 FORESIGHT ENERGY: FMR LLC No Longer Owns Common Shares FORESIGHT ENERGY: Moody's Hikes Corporate Family Rating to B3 FOREST PARK FORT WORTH: Vintage Medical Objects to Disclosures FOREST PARK FORT WORTH: Whitaker Chalk Represents KR Medical, et al GARLOCK SEALING: Asbestos Panel Taps Charter Oak as Fin'l Advisor GARLOCK SEALING: Asbestos Panel Taps Legal Analysis for Valuation GAWKER MEDIA: Founder Wants Personal Bankruptcy Case Dismissed GCP APPLIED: S&P Affirms 'BB-' CCR on Planned Sale of Darex GELTECH SOLUTIONS: Issues $100,000 Convertible Note to President GEORGE BAVELIS: Ted Doukas Ordered to Pay $1.1-Mil. in Damages GOLF SUPPLY: EDC to Auction Equipment on March 7 GOODYEAR TIRE: Fitch Rates Proposed $700MM Unsec. Notes 'BB' GOODYEAR TIRE: Moody's Assigns Ba3 Rating to $700MM Unsecured Notes GOODYEAR TIRE: S&P Rates New $700MM Sr. Unsecured Notes 'BB' GRAFTECH INTERNATIONAL: Incurs $236 Million Net Loss in 2016 GREAT LOCATIONS: Taps Berger Fischoff as Legal Counsel GROUP MIDLAND: Seeks to Hire Orchid Global as Property Manager HARTLAND MMI: Taps David J. Winterton as Legal Counsel HARVEY GULF: Moody's Lowers Corporate Family Rating to Caa3 HAWAIIAN TELCOM: S&P Rates $320MM Delayed Draw Term Loan 'B' HCA INC: S&P Affirms 'BB' Corporate Credit Rating HELLO NEWMAN: Approval of A. Togut as Chapter 11 Trustee Sought HONGLI CLEAN: Receives Nasdaq Delinquency Letter on Delayed 10-Q HOOPER HOLMES: Bard Associates Has 6.6% Stake as of Dec. 31 HOOPER HOLMES: Perritt Capital Has 5.9% Equity Stake as of Dec. 31 HOSTESS BRANDS: Reich Brothers to Auction Remaining Assets HOUSTON AMERICAN: Closes Permian Basin Assets Acquisition HOWARD HUGHES: Moody's Assigns Ba3 Rating to $800MM Unsec. Notes HOWARD HUGHES: S&P Rates New $800MM 8-Yr. Unsecured Notes 'B+' IMH FINANCIAL: Units Sell Interests in 2 Hotels for $97 Million INT'L AUTOMOTIVE: Moody's Revises Outlook to Neg. & Affirms B2 CFR INTERNET BRANDS: $40MM Term Loan Add-On No Impact on Moody's B2 CFR INTREPID POTASH: FMR and Abigail Johnson Have 6.35% Stake INTREPID POTASH: Renaissance Tech Owns 5.5% Stake of Nov. 10 ISAACSON IMPLEMENT: Taps Lapp Libra as Legal Counsel ISLAND FESTIVAL: Taps Almeida & Davila as Legal Counsel JA FAMILY: Unsecured Creditors to Recoup 50% Over 5 Years JEEA LLC: May Use Bayview Loan's Cash Collateral Until July 2017 JETBLUE AIRWAYS: Fitch Affirms BB- IDR & Revises Outlook to Pos. JN MEDICAL: Seeks to Hire Stinson Leonard as Legal Counsel K&H RESTAURANT: Seeks to Hire Davis & Gilbert as Special Counsel K&H RESTAURANT: Taps Gottesman Law as New Legal Counsel KANE CLINICS: Judge Grants Bid to Excuse PCO Appointment KEY ENERGY: Posts Net Loss of $131.7M for Period Ended Dec. 15 LA4EVER LLC: Court Dismisses Chapter 11 Case LADDER CAPITAL: Fitch Affirms 'BB' IDRs, Outlook Stable LADDER CAPITAL: S&P Assigns 'B+' Rating on New $500MM Unsec. Bonds LAKE WALKER COMMUNITY: Ombudsman Files Report on Facility LAKEWOOD DEVELOPMENT: US Trustee Opposes Approval of Plan Outline LAST CALL: Needs Until June 6 to File Plan of Reorganization LEADER INDUSTRIES: IRS Asks Court to Deny Disclosure Statement LEGACY RESERVES: FMR and Abigail Johnson Have 14.9% Stake LENSAR INC: Plan Confirmation Hearing Set for April 12 LIGHTSTONE HOLDCO: S&P Assigns 'BB-' Rating on $1.575BB Term Loan B LILY ROBOTICS: Files for Ch 11 After Failing to Market Drone Camera LILY ROBOTICS: March 14 Meeting Set to Form Creditors' Panel LILY ROBOTICS: Winding Down in Chapter 11; To Refund Deposits LSB INDUSTRIES: Releases Fourth Quarter Financial Result of 2016 LTS NUTRACEUTICALS: Suspending Filing of Reports with SEC MADISON MAIDENS: Settlements Allow Implementation of Amended Plan MARION AVENUE: Plan Confirmation Hearing Set for April 11 MARYLAND HEALTH: Fitch Withdraws BB+ Rating on 2010 Revenue Bonds MELISSA DEMARCO: Montano Buying Camarillo Property for $1.6M METROPOLITAN NYC: Taps Gregory Messer as New Legal Counsel MIX 1 LIFE: James S Tonkin and Lee Coleman Resign as Directors MOTORS LIQUIDATION: Appeal to Lift Stay on Tire Lawsuit Snubbed MOTORS LIQUIDATION: Copyright & Software Theft Suit Continues MOULTON PROPERTIES: Unsecureds to be Paid in Full Under Exit Plan MURRAY ENERGY: Moody's Puts Caa2 CFR on Review for Upgrade NASTY GAL: Asks Court's Okay for Continued Cash Collateral Use NAVISTAR INT'L: Fitch Raises Issuer Default Rating to B- NAVISTAR INTERNATIONAL: To Announce Q1 2017 Results on March 7 NEW PLAN: Fitch Cuts 2011A/B Rev. Bonds Rating to B+; Outlook Neg NEWS PUBLISHING: Unsecureds to Recoup 8% Under Liquidation Plan NORTEL NETWORKS: 2 Hedge Funds Want Delaware Trust's Fees Reduced NORTHWEST TERRITORIAL: Trustee Taps James G. Murphy as Auctioneer NRAD MEDICAL: Latest Exit Plan to Pay Unsecured Creditors in Full OLD DOMINION: Voluntary Chapter 11 Case Summary OMINTO INC: Files Pro Forma Statements for Lani Pixels Deal OPTIMA SPECIALTY: Has Court's Final Nod to Obtain DIP Financing OSAGE MASONRY: Taps Evans & Mullinix as Legal Ccounsel PARETEUM CORP: Amends Certificate of Incorporation PCI MANUFACTURING: Trihub Buying Sulphur Springs Property for $2.2M PENN TREATY: Commonwealth Court Approves Liquidation Petitions PERFORMANCE SPORTS: Sagard, Fairfax Complete Acquisition of Assets PHYSICIANS REALTY: S&P Assigns 'BB+' CCR; Outlook Positive PORTER BANCORP: Incurs $2.75 Million Net Loss in 2016 PRECISION CASTING: Has Final Nod to Use Cash Collateral PRESTIGE INDUSTRIES: Minda Supply Named Creditors' Committee Member PRIME METALS: Case Summary & 20 Largest Unsecured Creditors PRO ENTERPRISES: Needs Additional 60 Days to Obtain Plan Votes PUERTO RICO: Governor Hopes for "Open Dialogue" with Treasury Sec. QUALITY FLOAT: Latest Plan to Pay Unsecureds 25% in 5 Years QUANTUM FOODS: Committee, GOPC Agree to Appoint New Mediator R.E.S. NATION: Unsecured Creditors to be Paid in Full in 10 Years RESOLUTE INVESTMENT: Moody's Affirms Ba3 CFR; Outlook Stable RSP PERMIAN: Moody's Raises Corporate Family Rating to B1 S&S SCREW: May Use Cash Collateral Until April 6 S. HEMENWAY: Unsecured Claims Increased to $390K Under Latest Plan SBN FOG CAP: Files New Plan, Unsecureds to be Paid in Full SHEARER'S FOODS: Moody's Lowers Corporate Family Rating to B3 SHOES.COM: Receiver's Deadline to Submit Bids on March 17 SOUTHCROSS ENERGY: Enters Severance Agreement with Former CEO SPECTRUM HEALTHCARE: Repairs Get on Hold at 1 Facility, PCO Says SPENCER TRANSPORTATION: JB&B Wants Adequate Protection Payments STANDFAST USA: Files Chapter 11 Plan of Liquidation STARPORT TRANSPORTATION: Seeks to Hire JB James as Legal Counsel STONERIDGE PARKWAY: Aevitas to Get $7.4MM to $8.75MM, Plus 18% SUMMIT INVESTMENT: Case Summary & 4 Unsecured Creditors SUNEDISON INC: Former Executives File Whistleblower Lawsuits SWEET THREE: Seeks to Hire Halabu Law Group as Counsel TOSHIBA CORP: Seeks Advise on Potential Westinghouse Chap. 11 Costs TRINITY RIVER: Has Until March 10 to File Plan of Reorganization TRUMP ENTERTAINMENT: Name Spells Suit Over Discarded Casino Signs ULTRA PETROLEUM: Amended Disclosure Statement Order Entered ULTRAPETROL BAHAMAS: Hires Prime Clerk as Admin. Advisor UNIVISION COMMUNICATIONS: Moody's Rates $4.4BB Term Loan 'B2' UNIVISION COMMUNICATIONS: S&P Rates Proposed $4.5BB Loan 'BB-' VANGUARD HEALTH: Case Summary & 20 Largest Unsecured Creditors VANGUARD HEALTHCARE: Taps Maggart & Associates as Accountant VIOLIN MEMORY: Unsecureds to Recover Up to 8.5% Under Latest Plan VIREOL BIO ENERGY: Taps Robert Hansen as Accountant VITAL WELLNESS: Case Summary & 16 Unsecured Creditors VYCOR MEDICAL: Completes Sale of $656,110 Common Stock and Warrants W.E. YODER: Asks Court to Approve Disclosure Statement WET SEAL: Approval of E. Frejka as CPO Sought WET SEAL: Canadian Retailer YM Prepares Bid for IP Assets WK CAPITAL: Paying Administrative Expenses and Secured Creditors YODER REAL ESTATE: Unsecureds to Recover 25% Under Plan YOSKAR LIQUORS: Seeks to Hire Scura Wigfield as Legal Counsel ZWEITE STUFE: Maaco Buying Rochester Assets for $115K [*] Linda Worton Jackson Joins Pardo Gainsburg as Name Partner ********* 215 HEMPSTEAD: Taps Berger Fischoff as Legal Counsel ---------------------------------------------------- 215 Hempstead Realty Corp. 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 Berger, Fischoff & Shumer, LLP to give legal advice regarding its duties under the Bankruptcy Code, assist in the preparation of a bankruptcy plan, and provide other legal services. The hourly rates charged by the firm range from $425 to $525 for partners, and $315 to $400 for associates. Paralegals will charge $185 per hour. Berger Fischoff does not represent any interest adverse to the Debtor or its bankruptcy estate, according to court filings. The firm can be reached through: Gary C. Fischoff, Esq. Berger, Fischoff & Shumer, LLP 6901 Jericho Turnpike, Suite 230 Syosset, NY 11791 Phone: 516-747-1136 Email: hberger@bfslawfirm.com Email: gfischoff@bfslawfirm.com About 215 Hempstead Realty Corp. 215 Hempstead Realty Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-70755) on February 10, 2017. The petition was signed by Nadide Cakici, president. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of less than $500,000. 23 FARMS: Regions Bank Consents to Use of Cash Collateral --------------------------------------------------------- Farms, LLC, reached an agreement with Regions Bank allowing the interim use of cash collateral in which the lender holds a perfected security interest, consisting of proceeds from a crop insurance policy totaling approximately $332,583.28. Subject to the provisions of the Agreement filed on March 1, the Debtor is authorized to use Cash Collateral to pay: (a) amounts expressly authorized by this Court, including payments to the U.S. Trustee for quarterly fees; (b) the current and necessary expenses; and (c) additional amounts as may be expressly approved in writing by Regions Bank. This authorization expires as of Feb. 28, 2017, unless further extended by agreement between the parties or further order of the Court. The Debtor will timely perform all obligations of a debtor-in-possession required by the U.S. Bankruptcy Code, Federal Rules of Bankruptcy Procedure, and the orders of the Court. The Debtor will pay Regions Bank $50,000 within three days of the entry of an order approving the Agreement. The Debtor agrees that the $50,000 may be transferred immediately to counsel for Regions Bank to hold in trust pending an order approving this Agreement. The Debtor will assign its interest in all net proceeds from the peanut crop which the Debtor anticipates growing in 2017, not to exceed $300,000. The Debtor will execute all necessary documents for the assignment to be valid and enforceable. Regions Bank will have perfected post-petition liens against Cash Collateral, and also against all other collateral described in the prepetition UCC-1 financing statements filed by Regions Bank, to the same extent and with the same validity and priority as its prepetition liens, without the need to file or execute any document. The Debtor will maintain insurance coverage for its property in accordance with its obligations under the loan and security documents with Regions Bank. The insurance will name Regions Bank named as loss payee. A copy of the Agreement is available at: http://bankrupt.com/misc/flnb17-10015-52.pdf On Feb. 28, the Hon. Karen K. Specie rescheduled, at the behest of the Debtor, the hearing on the Debtor's motion to use cash collateral to 10:45 a.m. EST on March 2, 2017, from 9:00 a.m. on March 2, 2017. On Feb. 15, the Court authorized the Debtor to use cash collateral on an interim basis through Feb. 28, 2017. As reported by the Troubled Company Reporter on Feb. 6, 2017, the Debtor asked the Court for authorization to use cash collateral through Feb. 28, 2017. The Debtor told the Court that it currently has $332,583 in bank accounts. The Debtor further told the Court that the source of these funds was crop insurance. The Debtor believes that all of this money is cash collateral in which Regions Bank holds a perfected security interest. About 23 Farms, LLC 23 Farms, LLC, a Newberry, Florida-based company with a farming operation, filed a chapter 11 petition (Bankr. N.D. Fla. Case No. 17-10015) on Jan. 20, 2017. The petition was signed by Joey D. Langford, II, managing member. The Debtor is represented by Lisa Caryl Cohen, Esq., at Ruff & Cohen, P.A. The case is assigned to Judge Karen K. Specie. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. 3324 N. CLARK: Sale of Chicago Property to Meta for $1.6M Approved ------------------------------------------------------------------ Judge Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois authorized 3324 N. Clark Street, LLC's sale of real and personal property commonly known as 3324 N. Clark Street, Chicago, Illinois, to Meta Properties LLC for $1,555,000. The Final Sale Hearing was held on Feb. 21, 2017. The sale is free and clear of liens, claims and interests other than the assumed liabilities and the permitted exceptions. Subject to and conditioned upon the Closing of the Sale, the Debtor's assumption and assignment of the Contracts to the Purchaser is approved. A copy of the Permitted Exceptions and the Purchase Agreement attached to the Order is available for free at: http://bankrupt.com/misc/N_Clark_Street_107_Order.pdf As provided by Fed. R. Bankr. P. 6004(h), the Order will not be stayed for 14 days after its entry, and will be effective and enforceable immediately upon entry. About 3324 N. Clark Street 3324 N. Clark Street, LLC, sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 16-30934) on Sept. 28, 2016. The petition was signed by Simone Singer Weissbluth, manager of WMW Investments, LLC, the manager of the Debtor. The case is assigned to Judge Donald R. Cassling. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. The Debtor is represented by Ariel Weissberg, Esq. and Devvrat Sinha, Esq. at Weissberg and Associates, Ltd. The Debtor also employs Saul R. Wexler, member of the Law Offices of Saul R. Wexler, as its special counsel; and Rick Levin & Associates, Inc. as its a real estate broker in connection with the sale of its real property located at 3324 N. Clark Street, Chicago, Illinois. No trustee, examiner, or official committee of unsecured creditors has been appointed. 4 ACES BINGO: Revises Provisions on Treatment of GB&TC Claim ------------------------------------------------------------ 4 Aces Bingo, Inc., has filed with the U.S. Bankruptcy Court in Colorado its latest disclosure statement, which explains the company's proposed plan to exit Chapter 11 protection. The plan contains additional provisions on the treatment of Class 1 claim of Guaranty Bank and Trust Company, which is secured by a first priority lien on 4 Aces Bingo's 2.15-acre property in Aurora, Colorado, according to the disclosure statement filed on Feb. 23. According to the filing, interest on Guaranty Bank's secured claim will accrue at the rate of 7% per annum for the first 60 days following the effective date of the plan. The claim will accrue interest at the rate of 12% per annum starting on the 61st day and until Dec. 31. If the claim is not yet paid in full on Jan. 1, 2018, the indebtedness owed to Guaranty Bank will accrue interest at the default rate set forth in the loan documents between the bank and 4 Aces Bingo, according to the latest disclosure statement. A full-text copy of the first amended disclosure statement is available for free at: https://is.gd/dPVQWS About 4 Aces Bingo 4 Aces Bingo Inc. is a bingo hall operator established in 1992, and a privately-held single asset company in Aurora, Colorado. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Colo. Case No. 16-22413) on Dec. 28, 2016. In its petition, the Debtor estimated assets of $1 million to $10 million, and liabilities of less than $1 million. The petition was signed by William Weaver, president. Hon. Elizabeth E. Brown oversees the case. Jeffrey S. Brinen, Esq., at Kutner Brinen, P.C., serves as counsel to the Debtor. No official committee of unsecured creditors has been appointed in the Debtor's case. 477 WEST: Upper Group Files Plan Proposing to Sell NY Property -------------------------------------------------------------- The Upper Group has filed a Chapter 11 plan of reorganization for 477 West 142nd Street Housing Dev. Fund Corp. that proposes to pay creditors through the sale of its real property in New York. The plan proposes to sell 477 West's five-storey building located in the Hamilton Heights Historic District for $3.2 million to an entity selected by Upper Group to hold the deed to the property. Proceeds from the sale will be used to pay in full in cash all claims allowed by the court, including Class 5 unsecured claims of the occupants, on the effective date of the plan. Meanwhile, equity holders that vote in favor of the plan will either retain a life estate in his apartment unit, or will receive a $400,000 cash payment on the effective date to relinquish his interests and vacate the property. The plan will take effect 30 days after entry of a final and unappealable order of the bankruptcy court confirming it. 477 West will be dissolved once the plan takes effect. Payments under the restructuring plan will be funded by a combination of the sale proceeds and any accrued cash, according to Upper Group's disclosure statement filed on Feb. 23. A full-text copy of the disclosure statement is available for free at: https://is.gd/pcrtEJ The Upper Group is represented by: Adrienne Woods, Esq. The Law Offices of Adrienne Woods, P.C. 459 Columbus Avenue, # 314 New York, NY 10024 Tel: (212) 634-4459 Fax: (212) 634-4462 Email: adrienne@woodslawpc.com About 477 West 142nd Street 477 West 142nd Street Housing Dev. Fund Corp. is primarily in the business of ownership of real property located at 477 West 142nd Street, New York, New York, also known as 1661-1669 Amsterdam Avenue, New York, New York. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 15-12178) on Aug. 5, 2015. The court appointed Gregory Messer, Esq., as Chapter 11 trustee by orders dated March 17 and 21, 2016. The trustee is represented by Adam P. Wofse, Esq., at Lamonica Herbst & Maniscalco, LLP. 611 COMMERCIAL: Taps Michael Baxter as Real Estate Broker --------------------------------------------------------- 611 Commercial, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to hire a real estate broker. The Debtor proposes to hire Michael Baxter, a broker at Michael Baxter & Associates Commercial Real Estate, in connection with the sale of its property in Stroudsburg, Pennsylvania. He will receive a commission of 8% of the sales price of the property, which will be listed for sale at $499,000. Mr. Baxter does not represent any interest adverse to the Debtor's bankruptcy estate, according to court filings. Mr. Baxter maintains an office at: Michael J. Baxter Michael Baxter & Associates Commercial Real Estate 1992 W. Main St. Stroudsburg, PA 18360 Phone: (570) 421-7466 Fax: (570) 421-7844 Email: michael@baxcommercial.com About 611 Commercial Inc. 611 Commercial, Inc. sought Chapter 11 protection (Bankr. M.D. Pa. Case No. 14-04173) on Sept. 9, 2014. The petition was signed by Gerald Gay, president. The Honorable John J. Thomas is assigned to the case. Philip W. Stock, Esq., at the Law Office of Philip W. Stock serves as the Debtor's counsel. The Debtor estimated assets at $1 million to $10 million and liabilities at $500,000 to $1 million. On October 1, 2016, the Debtor filed a disclosure statement, which explains its proposed Chapter 11 plan of reorganization. The plan proposes to pay claims in full within a year from the effective date of the plan. 7 BAY CORP: Liquidating Trustee to be Appointed Under Plan ---------------------------------------------------------- 7 Bay Corp. filed with the U.S. Bankruptcy Court for the District of Massachusetts a modified second amended disclosure statement in support of its modified second amended plan of liquidation, dated Feb. 24, 2017. The Plan is a liquidating plan and does not contemplate the continuation of the Debtor's business other than as may be deemed appropriate to retain or maximize the value of the Debtor’s Assets and the construction and sale of Units. The Plan provides for the appointment of a Liquidating Trustee to collect and administer Assets upon the sale of Units. The Plan contemplates that the net proceeds from the completion and liquidation of Assets will be distributed by the Liquidating Trustee to the holders of Allowed Claims. The previous plan provided for the appointment of a Distribution Agent or Liquidating Trustee. Class 6 under the modified plan consists of the Allowed General Unsecured Claims against the Debtor. Each holder of an Allowed General Unsecured Claim shall receive, commencing upon the later to occur of the Effective Date or the date such Claim becomes an Allowed Claim, one of the following: (a) a Pro Rata share of the Plan Fund; or (b) treatment as agreed between the Confirmed Debtor or the Independent Fiduciary and the holder of the Allowed General Unsecured Claim. The previous plan asserted an agreement between the Confirmed Debtor or the Liquidating Trustee/fiduciary. The Plan will be funded from the construction and sale of Debtor's Property as well as the new value contribution by Debtor's principals, or entities controlled by Debtor's principal, which has occurred during the course of the administration of the Chapter 11. A blacklined version of the Modified Second Amended Plan is available at: http://bankrupt.com/misc/mab15-14885-3527.pdf About 7 Bay Corp 7 Bay Corp, based in Hull, Massachusetts, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 15-14885) on Dec. 17, 2015. The petition was signed by Steven Buckley, president. Judge Frank J. Bailey presides over the case. John M. McAuliffe, Esq., at McAuliffe & Associates, P.C., serves as the Debtor's counsel. At the time of the filing, 7 Bay estimated $1 million to $10 million in both assets and liabilities. 925 DAMEN: Sale of Chicago Property for $580K Approved ------------------------------------------------------ Judge Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois authorized 925 N. Damen, LLC's sale of real property located at 925 N. Damen Avenue Chicago, Illinois, to Development Group, LLC for $580,000. The auction of the Property was held on Jan. 30, 2017. The Final Sale Hearing was held on Feb. 21, 2017. The sale is free and clear of liens, claims and interests, than the Assumed Liabilities and the Permitted Exceptions. The Debtor and Chicago Title Land Trust number 8002371267 under trust agreement dated May 9, 2016, are authorized to consummate the sale pursuant to and in accordance with the terms and conditions of the Agreement. A copy of the Permitted Exceptions and the Agreement attached to the Order is available for free at: http://bankrupt.com/misc/925_N_Damen_55_Order.pdf As provided by Fed. R. Bankr. P. 6004(h), the Order will not be stayed for 14 days after its entry, and will be effective and enforceable immediately upon entry. About 925 N Damen 925 N. Damen, LLC, based in Chicago, Ill., filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 16-35387) on November 4, 2016. The Hon. Jack B. Schmetterer presides over the case. Ariel Weissberg, Esq., at Weissberg & Associates, Ltd., serves as bankruptcy counsel. In its petition, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The petition was signed by Simone Singer Weissbluth, manager of WMW Investments, LLC, the Manager of Debtor. ABENGOA BIOENERGY: Unsecureds to Get 30.7% Under 3rd Amended Plan ----------------------------------------------------------------- Abengoa Bioenergy US Holding, LLC, its debtor affiliates, and the Official Committee of Unsecured Creditors filed with the U.S. Bankruptcy Court for the Eastern District of Missouri a third amended disclosure statement dated Feb. 27, 2017, referring to the third amended joint plans of liquidation. The Third Amended Disclosure Statement says that the Class 2 General Unsecured Claims against Bioenergy Debtor Group will recover 30.7% under the Plan. Class 2 is impaired. On or as soon as practicable after the Effective Date, each holder of an allowed general unsecured claim against the Bioenergy Debtors will receive its pro rata share of the Bioenergy General Unsecured Claims Fund, except to the extent that a holder of an Allowed General Unsecured Claim has been paid prior to the Effective Date or agrees to a less favorable classification and treatment. The Plan will be implemented by, among other things, the establishment of the GUC Liquidating Trust, the transfer to the GUC Liquidating Trust of the assets of the estates, including without limitation, all cash and causes of action, and the making of distributions by the GUC Liquidating Trustee in accordance with the Plan and the GUC Liquidating Trust Agreement. As reported by the Troubled Company Reporter on Feb. 28, 2017, a hearing to consider the confirmation of the Joint Plans will be held on April 26, 2017, at 10:00 a.m. Objections to the confirmation of the Plan is April 19, 2017, at 5:00 p.m. Voting deadline is April 19, 2017, at 5:00 p.m. The Debtors and the Committee previously filed a disclosure statement referring to the plan, stating that Class 2 General Unsecured Claims against Bioenergy Debtor Group -- estimated at $385,007,000 -- would recover 31.5%. The Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/moeb16-41161-1023.pdf About Abengoa Bioenergy US Holding Abengoa Bioenergy is a collection of indirect subsidiaries of Abengoa S.A., a Spanish company founded in 1941. The global headquarters of Abengoa Bioenergy is in Chesterfield, Missouri. With a total investment of $3.3 billion, the United States has become Abengoa S.A.'s largest market in terms of sales volume, particularly from developing solar, bioethanol, and water projects. Spanish energy giant Abengoa S.A. is an engineering and clean technology company with operations in more than 50 countries worldwide that provides innovative solutions for a diverse range of customers in the energy and environmental sectors. Abengoa is one of the world's top builders of power lines transporting energy across Latin America and a top engineering and construction business, making massive renewable-energy power plants worldwide. On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention to seek protection under Article 5bis of Spanish insolvency law, a pre-insolvency statute that permits a company to enter into negotiations with certain creditors for restricting of its financial affairs. The Spanish company is facing a March 28, 2016, deadline to agree on a viability plan or restructuring plan with its banks and bondholders, without which it could be forced to declare bankruptcy. Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC ("ABNE") and on Feb. 11, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy Company, LLC ("ABC"). ABC's involuntary Chapter 7 case is Bankr. D. Kan. Case No. 16-20178. ABNE's involuntary Case is Bankr. D. Neb. Case No. 16-80141. An order for relief has not been entered, and no interim Chapter 7 trustee has been appointed in the Involuntary Cases. The petitioning creditors are represented by McGrath, North, Mullin & Kratz, P.C. On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC, and five affiliated debtors each filed a Chapter 11 voluntary petition in St. Louis, Missouri, disclosing total assets of $1.3 billion and debt of $1.2 billion. The cases are pending before the Honorable Kathy A. Surratt-States and are jointly administered under Bankr. E.D. Mo. Case No. 16-41161. The Debtors have engaged DLA Piper LLP (US) as counsel, Armstron Teasdale LLP as co-counsel, Alvarez & Marsal North America, LLC as financial advisor, Lazard as investment banker and Prime Clerk LLC as claims and noticing agent. The Troubled Company Reporter, on March 14, 2016, reported that the Office of the U.S. Trustee appointed seven creditors of Abengoa Bioenergy US Holding LLC and its affiliates to serve on the official committee of unsecured creditors. The Office of the U.S. Trustee on June 14 appointed three creditors of Abengoa Bioenergy Biomass of Kansas LLC to serve on the official committee of unsecured creditors. The Creditors' Committee of Abengoa Bioenergy US Holdings, et al., retained Lovells US LLP as counsel, Thompson Coburn LLP as local counsel, and FTI Consulting, Inc., as Financial Advisor. The Creditors' Committee of Abengoa Bioenergy Biomass of Kansas, LLC, retained Baker & Hostetler LLP as counsel, Robert L. Baer as local counsel, and MelCap Partners, LLC as financial advisor and investment banker. ACHAOGEN INC: Promotes Blake Wise to President and COO ------------------------------------------------------ The Board of Directors of Achaogen, Inc., promoted Blake Wise to serve as president and chief operating officer of the Company, effective Feb. 22, 2017, according to a Form 8-K report filed with the Securities and Exchange Commission. Mr. Wise, 46, has served as chief operating officer of the Company since October 2015. From 2002 to August 2015, Mr. Wise served in roles of increasing responsibility at Genentech, Inc., a pharmaceutical company and a member of the Roche Group, including serving as vice president, Cross BioOncology; senior director, Franchise Head and Life Cycle Leader, Lytics; sales director, BioOncology, Avastin; marketing director, Immunology and Cystic Fibrosis; and director, Interactive Marketing. Mr. Wise holds a B.A. from the University of California, Santa Barbara, and an M.B.A. from the University of California, Berkeley. In connection with his promotion, the Board also approved (i) an increase in Mr. Wise's annual base salary to $450,000 effective immediately and (ii) an increase in Mr. Wise's discretionary annual bonus target to 45% of his base salary, with the payment amount based upon performance as determined by the Company. In addition, the Board approved a change in control severance agreement to replace his existing change in control severance agreement, which provides that, in the event his employment is terminated by the Company other than for "cause", he will receive as severance, 12 months of his base salary paid in a single cash lump sum, 12 months of COBRA reimbursement and accelerated vesting of equity awards with respect to the number of shares that would have vested during the 12 months following his termination date had his employment continued. Further, in the event his employment is terminated other than for "cause" or he experiences a "constructive termination," within the period commencing three months prior to a "change in control" and ending 12 months after a change in control, his severance will consist of 15 months of his base salary paid in a single cash lump sum, 100% of his target bonus paid in a single cash lump sum, assuming achievement of performance goals at 100% of target, 15 months of COBRA reimbursement and full vesting acceleration for equity awards he holds. Mr. Wise must timely deliver an effective release of claims to the Company to be eligible for the foregoing severance benefits. About Achaogen Achaogen, Inc. is a clinical-stage biopharmaceutical company passionately committed to the discovery, development, and commercialization of novel antibacterials to treat multi-drug resistant gram-negative infections. The Company is developing plazomicin, its lead product candidate, for the treatment of serious bacterial infections due to MDR Enterobacteriaceae, including carbapenem-resistant Enterobacteriaceae. In 2013, the Centers for Disease Control and Prevention identified CRE as a "nightmare bacteria" and an immediate public health threat that requires "urgent and aggressive action." Achaogen reported a net loss of $27.09 million in 2015, a net loss of $20.17 million in 2014 and a net loss of $13.11 million in 2013. As of Sept. 30, 2016, Achaogen had $80.66 million in total assets, $49.64 million in total liabilities and $31.01 million in total stockholders' equity. The Company's independent accounting firm Ernst & Young LLP, in Redwood City, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company's recurring losses from operations and its need for additional capital raise substantial doubt about its ability to continue as a going concern. ACI WORLDWIDE: S&P Alters Outlook to Stable & Affirms BB- Rating ---------------------------------------------------------------- S&P Global Ratings said it revised the outlook to stable from negative and affirmed its 'BB-' credit rating on Naples, Fla.-based ACI Worldwide Inc. ACI Worldwide has entered into a new credit agreement with more lenient covenants, alleviating prior concerns of eroding covenant headroom. At the same time, S&P affirmed its 'BB-' issue-level rating on the company's $300 million senior unsecured notes and changed the recovery rating to '4' from '3', due to the new, upsized revolver, which creates greater senior claims, resulting in less value available to the senior unsecured notes in the event of a payment default. The '4' recovery rating indicates S&P's expectation of meaningful (30%-50%; rounded estimate: 30%) recovery in the event of a payment default. "The rating action reflects our view of ACI's improved liquidity profile resulting from more lenient covenants in its recently signed bank credit facility," said S&P Global Ratings credit analyst Craig Sabatini. The new facility also doubled the size of ACI's revolver to $500 million from $250 million, further improving its liquidity. Before entering into the new credit agreement, the company had been relying on obtaining waivers to its fixed-charge coverage maintenance covenant, and the EBITDA cushion on its leverage covenant was under 5%, which led to our ratings downgrade and change in outlook to negative. S&P expects the company to maintain at least 30% EBITDA cushion on its leverage covenants in 2017. The rating action also considers the company's strong fourth quarter adjusted EBITDA growth (up 55% from the fourth quarter in 2015 to $175 million), which follows a sluggish third quarter, resulting from its customers' decisions to delay the renewal of contracts until closer to expiration. The EBITDA growth reduced leverage to the low-3x area from over 4x as of Sept. 30, 2016. S&P expects leverage to remain under 3.5x in 2017 as the company returns to low-single-digit EBITDA growth, but continues to prioritize investments in upgraded offerings. The stable outlook reflects S&P's view that ACI's established position in the payments software industry, and its long-term contracts with its large bank and merchant customer base, will support future operating stability. AGESONG GENESIS: Petitioning Creditors Seek Trustee Appointment --------------------------------------------------------------- Nader Shabahangi, AgeSong Living, LLC, and Eldership III, LLC, ask the U.S. Bankruptcy Court for the Northern District of Claifornia to enter an order directing the immediate appointment of a Chapter 11 Trustee for AgeSong Genesis, LLC. The creditors, who filed an involuntary Chapter 11 petition against AgeSong, asserted that the bankruptcy filing against the Debtor is based on the petitioners' claims on various obligations, including for salary, a bonus, unpaid vacation pay due to terminated employees, consulting fees, management fees and an assignment fee. The Petitioning Creditors further asserted that cause exists for the appointment of a Chapter 11 Trustee because of the Debtor's: (1) violation of the California Corporation Code Sec. 17704.05; (2) commission of waste; (3) incompetence and mismanagement of its affairs; and (4) conflicts of interest. About AgeSong Genesis Nader Shabahangi, AgeSong Living, LLC, a California limited liability company, and Eldership III, LLC, a California limited liability company filed an involuntary Chapter 11 case (Bankr. Case No. 17-30175 HLB) against AgeSong Genesis, LLC, on February 24, 2017. The Petitioners are represented by Randy Michelson -- randy.michelson@michelsonlawgroup.com -- Michelson Law Group, in San Francisco, California. ALGODON WINES: Sells 342,986 Shares; $1.2 million Promissory Notes ------------------------------------------------------------------ Between November 30, 2016 and December 31, 2016, Algodon Wines & Luxury Development Group, Inc. issued 342,986 shares of its common stock at a price of $2.00 per share to accredited investors in a private placement transaction for gross proceeds of $685,972. Commissions in the form of cash of $68,597 and 34,299 warrants to purchase common stock at $2.00 per share were paid to DPEC Capital, Inc., the Company's registered broker dealer subsidiary in connection with these share issuances. DPEC Capital, Inc., in turn, awarded such warrants to its registered representatives. The investors and registered representatives all had sufficient knowledge and experience in financial, investment and business matters to be capable of evaluating the merits and risks of investment in the Company and able to bear the risk of loss. Between January 27, 2017 and February 27, 2017, the Company sold convertible promissory notes to accredited investors in for total gross proceeds to the Company of $1,260,000. The notes have a 90-day maturity, and pay 8% annual interest. The principal amount of each note plus accrued interest are convertible into preferred shares. The investors all had sufficient knowledge and experience in financial, investment and business matters to be capable of evaluating the merits and risks of investment in the Company and able to bear the risk of loss. A full-text copy of the regulatory filing is available at: https://is.gd/stQc2E About Algodon Wines New York-based Algodon Wines & Luxury Development Group, Inc., operates Algodon Mansion, a Buenos Aires-based luxury boutique hotel property. This lifestyle related real estate development company has also redeveloped, expanded and repositioned a winery and golf resort property called Algodon Wine Estates for subdivision of a portion of this property for residential development. The Company reported a net loss of $8.27 million in 2015 following a net loss of $9.06 million in 2014. As of Sept. 30, 2016, Algodon had $7.69 million in total assets, $4.36 million in total liabilities and $3.33 million in total stockholders' equity. Marcum LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ANSWERS HOLDINGS: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Answers Holdings, Inc. 17-10496 6665 Delmar Boulevard, Suite 3000 St. Louis, MO 63130 Answers Corporation 17-10497 Easy2 Technologies, Inc. 17-10498 ForeSee Results, Inc. 17-10500 ForeSee Session Replay, Inc. 17-10501 More Corn, LLC 17-10502 Multiply Media, LLC 17-10503 Redcan, LLC 17-10504 RSR Acquisition, LLC 17-10506 Upbolt, LLC 17-10507 Webcollage Inc. 17-10495 Type of Business: Global provider of internet content and cloud-based customer solutions Chapter 11 Petition Date: March 3, 2017 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Stuart M. Bernstein Debtors' Counsel: Christopher T. Greco, Esq. James H.M. Sprayregen, Esq. Jonathan S. Henes, Esq. Anthony R. Grossi, Esq. John T. Weber, Esq. KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, NY 10022-4611 Tel: (212) 446-4734 Fax: (212) 446-4900 Email: christopher.greco@kirkland.com james.sprayregen@kirkland.com jonathan.henes@kirkland.com anthony.grossi@kirkland.com anthony.grossi@kirkland.com - and - Melissa N. Koss, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 555 California Street San Francisco, California 94104 Tel: (415) 439-1400 Fax: (415) 439-1500 Email: melissa.koss@kirkland.com Debtors' Restructuring Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC 540 West Madison Street, Suite 1800 Chicago, IL 60661 Tel: (312) 601-4220 Debtors' Notice & Claims Agent: RUST CONSULTING/OMNI BANKRUPTCY Estimated Assets: $100 million to $500 million Estimated Debts: $500 million to $1 billion The petition was signed by Justin P. Schmaltz, chief restructuring officer. List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Yahoo, Inc. Trade Payable $545,209 Attn: Mike Simon 14010 FNB Parkway Omaha, NE 68154 Tel: 207-272-7213 mjsimon@yahoo-inc.com Taboola, Inc. Trade Payable $411,754 28 West 23Rd Street New York, NY 10010 Facebook Trade Payable $295,000 Attn: Colin S. Stretch 1601 Willow Road Mento Park, CA 94025 Tel: 650-618-7714 Fax: 302-636-5454 Email: info@facebook.com Don Morrison Severance $217,000 Amazon Web Services, Inc. Trade Payable $200,000 Interior Investments Of St. Louis Trade Payable $123,299 Wescomm Technologies, Inc. Trade Payable $115,150 Email: info@wescommtech.com American Express Trade Payable $112,173 Silicon Valley Bank Trade Payable $111,327 Comscore Networks Inc. Trade Payable $109,438 Seduka Security Deposit $104,000 Techmarq Consultancy Trade Payable $100,000 Email: info@techmarq.eu Magnet4 Trade Payable $91,825 XO Communications Trade Payable $91,043 Cushman And Wakefield Trade Payable $80,888 Jinlin Wang Severance $77,511 Email: jinlin.wang@gmail.com Suntrust Bank Trade Payable $66,740 Moody's Investors Service, Inc Trade Payable $65,000 Intercontinental Capital Group Security Deposit $62,842 Datapipe Trade Payable $56,445 Google, Inc. Trade Payable $55,000 Email: Billcrawford@Google.com Oxford Property Management Trade Payable $41,500 Verascape, Inc. Trade Payable $40,717 Lucid Holdings, LLC Trade Payable $33,600 Zarin Consulting, LLC Trade Payable $30,790 Treats, Inc. Trade Payable $21,000 SB/LPC 7777 Bonhomme LLC Trade Payable $15,200 Adobe Systems, Inc. Trade Payable $15,000 Zoom Information Inc Trade Payable $14,877 Path to Scale LLC Trade Payable $14,400 ARAMARK SERVICES: Moody's Rates Secured Bank Loans 'Ba1' -------------------------------------------------------- Moody's Investors Service rated Aramark Services, Inc.'s proposed senior secured bank credit facilities at Ba1. The Aramark announced the first step in a multi-step refinancing process which the company expects will, once completed, reduce the proportion of senior secured to total debt in its capital structure to around 55% from about 70%. Further details around its future financing plans were not disclosed. The net proceeds of the proposed senior secured multi-currency revolving credit facility due 2022, multi-currency term loan A due 2022, Japanese yen term loan C due 2022, and U.S. dollar term loan B due 2024 will be used to repay existing indebtedness and add cash to the balance sheet. Ratings on the existing senior secured revolving credit and term loan facilities will be withdrawn when they are repaid. Assignments: Issuer: Aramark Services, Inc. -- Senior Secured Bank Credit Facility, Assigned Ba1 (LGD3) RATINGS RATIONALE "If Aramark reduces the proportion of senior secured to total debt in its capital structure, consistent with the company's announced plans, Moody's would likely upgrade the senior unsecured ratings to Ba3 from B1," said Edmond DeForest, Moody's Senior Credit Officer. Aramark's Ba2 Corporate Family rating ("CFR") reflects Moody's expectations of debt to EBITDA around 4 times, low single digit revenue growth (on a constant currency basis) and slowly improving profitability, with EBITA margins expected around 6.5%. Moody's considers Aramark's business stable and predictable, with long term contracts and fixed asset investments providing high revenue visibility and meaningful competitive barriers. The reversal in 2016 of declines in profitability experienced in 2014 and 2015, when EBITA margins were down by about 100 basis points to 5.3%, provides support for Moody's expectations for ongoing, albeit gradual, profit increases in fiscal 2017 (ends September). Business risks include labor tightness in Aramark's core US market, working capital seasonality and competition from larger companies in the food and related and uniform services markets. Revenue growth will be driven by modest price increases with existing customers, new client additions and new products. Growth in free cash flow will be aided by management and business process improvement initiatives. Investments in capital expenditures associated with new and expanded contracts and expected share repurchase activity could slow the pace of debt reduction. Good liquidity is provided by about $300 million of anticipated free cash flow, cash balances expected to be at least $100 million and significant availability under revolving credit and receivables securitizations facilities, which Moody's anticipates will be used seasonally. All financial metrics cited reflect Moody's standard analytical adjustments. The Ba1 (LGD3) rating on the proposed senior secured bank credit facilities reflects the Ba2-PD Probability of Default rating and their priority in Moody's waterfall of claims at default ahead of structurally subordinated senior unsecured claims. The debt is secured by a first lien pledge of substantially all of the company's domestic assets (excluding accounts receivable pledged for the securitization facility) and 65% of the stock of foreign subsidiaries. The stable ratings outlook reflects Moody's expectations for some revenue growth and EBITA margins around 6.5%. The ratings could be upgraded if Moody's expects Aramark will sustain: 1) debt to EBITDA below 3.5 times; 2) improved free cash flow; and 3) a commitment to conservative financial policies. The ratings could be downgraded if, as a result of some combination of poor results from operations, acquisitions or shareholder-friendly actions, Moody's expects: 1) revenue growth to slow; 2) EBITA margins to remain below 6%; or 3) debt to EBITDA to be maintained around 4.5 times. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Aramark is a provider of food and related services to a broad range of institutions and is the second largest provider of uniform and career apparel in the United States. Moody's expects fiscal 2017 (ending September) revenue to approach $15 billion. ARAMARK: S&P Raises CCR to 'BB+' on Improved Credit Ratios ---------------------------------------------------------- S&P Global Ratings said that it raised its corporate credit rating on Philadelphia-based Aramark to 'BB+' from 'BB'. The rating outlook is stable. Aramark is seeking to refinance its senior secured credit facilities and the remainder of its senior unsecured notes due 2020. The transaction is leveraged neutral. The company's profitability and credit ratios are generally in line with S&P's expectations, and it expects continued satisfactory operating performance, which should lead to further improvement in its credit ratios. At the same time, S&P affirmed its 'BBB-' issue level rating on the company's existing senior secured credit facilities. The '1' recovery rating is unchanged, reflecting S&P's expectation for very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. S&P also raised its issue-level rating on the company's senior unsecured debt to 'BB+' from 'BB-' and revised the recovery rating to '4' from '5'. The '4' recovery rating reflects S&P's expectations for average (30%-50%; rounded estimate: 40%) recovery in the event of a payment default. Additionally, S&P assigned its 'BBB-' issue-level rating and '1' recovery rating to the company's proposed $3.6 billion senior secured credit facility, which includes a $1 billion multicurrency revolver due 2022, a $100 million (equivalent) term loan due 2022 (the borrower of this debt is ARAMARK Canada Ltd.), a $650 million term loan A due 2022, a $100 million (equivalent) Japanese term loan due 2022, and a $1.75 billion term loan B due 2024. The '1' recovery rating reflects S&P's expectations for very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. Pro forma for the transaction, S&P estimates total debt outstanding of about $5.5 billion. S&P will withdraw its ratings on the existing senior secured credit facilities once the transaction closes and the debt is repaid. The borrower of the existing senior secured debt is Aramark Services Inc. "The upgrade reflects our expectation that Aramark's profitability will continue to grow due to new business wins, productivity initiatives, and strong retention rates, which would result in strong free cash flow generation," said S&P Global Ratings' credit analyst Katherine Heng. "This would allow the company to further strengthen its credit ratios, including debt to EBITDA improving to the mid-3x area in fiscal 2017." S&P revised the recovery rating on the existing senior unsecured debt because there will be less senior secured debt after the transaction closes, resulting in more available asset value for the senior unsecured debt. S&P's corporate credit rating on Aramark incorporate the company's leading (though not dominant) position in the competitive and fragmented food and support services market, its sizable business with customers in relatively stable service segments (particularly heath care, education, and corrections), its high client retention rates, and moderate geographic diversity. S&P believes Aramark's focus on relatively stable verticals should limit downside risks from the weakening trends in the broader restaurant and food-away-from-home space. The stable outlook reflects S&P's view that Aramark's profitability will continue to grow due to new business wins, productivity initiatives, and strong retention rates, resulting in strong free cash flow generation, which should allow it to improve credit ratios. S&P expects debt to EBITDA to strengthen to the mid-3x area by the end of fiscal 2017. S&P could lower the corporate credit rating if Aramark's financial policy becomes more aggressive, possibly from a large debt-financed acquisition or shareholder-friendly actions, resulting in debt to EBITDA sustained above 4x. S&P could also lower the rating if the company's profitability and credit ratios deteriorate, possibly as a result of a downturn in consumer spending on food away from home or escalating food and labor cost. S&P estimates credit ratios could reach these levels if EBITDA falls by over 10% or the company adds about $700 million of debt. S&P could raise the rating if the company continues to improve its credit metrics through a combination of debt repayment and profit growth such that debt to EBITDA sustains below 3x area. S&P estimates this could occur if EBITDA increases by about 20%, which could result from an increase in outsourcing; better labor management, including reduced employee overtime; and the realization of restructuring benefits. S&P could also raise the rating if it has a more favorable view on the company's business risk profile, which could result from improved geographic diversity. ARCTIC GLACIER: S&P Assigns 'B-' CCR; Outlook Stable ---------------------------------------------------- S&P Global Ratings said it assigned its 'B-' long-term corporate credit rating to Arctic Glacier Group Holdings Inc. The outlook is stable. Based on the expected leveraged buyout of Arctic Glacier by The Carlyle Group for US$723 million, the company is proposing to issue a US$415 million term loan and US$60 million revolver to partially fund the acquisition, along with US$345 million sponsor equity from Carlyle. Arctic Glacier U.S.A., Inc. and Chill Merger Sub Inc. are coborrowers on the debt. Therefore, S&P assigned its 'B-' issue-level rating and '3' recovery rating to the proposed first-lien facility. A '3' recovery rating indicates S&P's expectation of meaningful (meaningful (50%-70%; rounded estimate 50%) recovery in default. "The ratings on Arctic Glacier reflect our view of the company's modest market position in a highly competitive and fragmented packaged ice industry with low barriers to entry, high seasonality, and volatility in earnings," said S&P Global Ratings credit analyst Nayeem Islam. "This position is partially mitigated by the company's improved operating efficiency and marginally lower pro forma leverage as per the proposed capital structure," Mr. Islam added. S&P's vulnerable business risk profile reflects the company's narrow product portfolio, seasonal demand, and the industry's competitive and commoditized conditions. The packaged ice industry is relatively risky given the lack of brand recognition and low barriers to entry. The commoditized nature of the product also leads to limited pricing power and higher focus on availability. Arctic Glacier is the largest ice manufacturer and distributer in Canada, and the second largest in the U.S., behind Reddy Ice. S&P estimates both Arctic Glacier and Reddy have a low-teen percentage share in the fragmented North American market, which consists of numerous local and regional competitors that make up about 70% of the remaining market. The stable outlook reflects S&P Global Ratings' expectation that Arctic Glacier's improving profitability will contribute to positive free operating cash flow and adequate liquidity through the company's annual seasonal working-capital peak. S&P believes modest growth from market share gains along with enhanced margins from cost reductions should help the company maintain adjusted debt-to-EBITDA of 5.5x-6.0x and EBITDA interest coverage of 2.5x-3.0x. S&P could lower its ratings on Arctic Glacier if weak earnings and cash flow caused liquidity to deteriorate ahead of seasonal working-capital investments. S&P believes this could occur if EBITDA interest coverage approached 1.5x, potentially indicating a weak selling season or operational issues, likely coinciding with pressure on financial covenants. S&P could raise the ratings if the company demonstrates an improved business risk profile through greater geographic diversification and significant increase in scale, along with maintaining leverage of low 5x and EBITDA margins sustained above 30%. ATHANAS FENCE: Taps Cohen & Krol as Legal Counsel ------------------------------------------------- Athanas Fence Co., Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire legal counsel. The Debtor proposes to hire Cohen & Krol to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. The firm will be paid a retainer in the amount of $11,000. Joseph Cohen, Esq., and Gina Krol, Esq., disclosed in a court filing that they do not represent any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Joseph E. Cohen, Esq. Gina B. Krol, Esq. Cohen & Krol 105 West Madison Street, Suite 1100 Chicago, IL 60602 Phone: 312/368-0300 About Athanas Fence Co. Athanas Fence Co., Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-03883) on February 10, 2017. The petition was signed by James J. Athanas, president. The case is assigned to Judge Timothy A. Barnes. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. ATIF INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: ATIF, Inc. fdba Attorney's Title Insurance Fund, Inc. 1601 Jackson Street #20 Fort Myers, FL 33901 Case No.: 17-01712 Chapter 11 Petition Date: March 2, 2017 Court: United States Bankruptcy Court Middle District of Florida (Ft. Myers) Debtor's Counsel: Michael C Markham, Esq. JOHNSON, POPE, BOKOR, RUPPEL & BURNS LLP Post Office Box 1100 Tampa, FL 33601-1100 Tel: 813-225-2500 Fax: 813-223-7118 E-mail: mikem@jpfirm.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Gerard A. McHale, chief executive officer. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb17-01712.pdf AVAYA INC: Wants to Let Go of 10-Year Lease for 49ers ----------------------------------------------------- Alex Wolf, writing for Bankruptcy Law360, reports that is asking the U.S. Bankruptcy Court for the Southern District of New York to allow it to terminate its 10-year agreement signed in 2012 to lease an executive suite in Levi's Stadium for 49ers home games. According to Law360, Avaya wants to back out of the 10-year commitment to license a San Francisco 49ers stadium suite. Law360 relates that Avaya highlighted the team's recent losing seasons, saying that the $350,000 annual payments are an unnecessary burden. About Avaya Inc. 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. AXIOS LOGISTICS: Wants U.S. Recognition of Canadian Receivership ---------------------------------------------------------------- Alex Wolf, writing for Bankruptcy Law360, reports that Axios Logistics Solutions Inc. has asked the U.S. Bankruptcy Court for the District of Delaware for Chapter 15 recognition of its status as a debtor in receivership in Canada, seeking protection from seizure of its property in the U.S. while it resolves more than $17 million in liabilities with "negligible cash resources." Axios Logistics Solutions Inc. is a Canadian supply chain logistics company. BCBG MAX: March 9 Meeting Set to Form Creditors' Panel ------------------------------------------------------ William K. Harrington, United States Trustee for Region 2, will hold an organizational meeting on March 9, 2017, at 11:00 a.m. in the bankruptcy case of BCBG Max Azria Global Holdings, LLC, et al. The meeting will be held at: The New York Palace Hotel 455 Madison Avenue New York, NY 10022 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About BCBG Max Azria Group, LLC BCBG Max Azria Group began with a single idea -- to create a beautiful dress. Founded in 1989, BCBG was named for the French phrase "bon chic, bon genre," a Parisian slang meaning "good style, good attitude." The brand embodies a true combination of European sophistication and American spirit. The BCBG Max Azria label is sold online, in freestanding boutiques and partner shops at top department stores across the globe. BCBG Max Aria and its affiliates filed for bankruptcy (Bankr. S.D.N.Y., Case No. 17-10466) on February 28, 2017. The Debtors have estimated assets of $100 million to $500 million and estimated liabilities of $500 million to $1 billion. Kirkland & Ellis LLP and Kirkland & Ellis International LLP represent the Debtors. Jefferies LLC serves as investment banker, AlixPartners, LLP acts as restructuring advisor, and Donlin Recano & Company LLC acts as claims and noticing agent. BERGEN PLAZA: Daibes Buying Fairview Commercial Property for $3.6M ------------------------------------------------------------------ Judge Stacey L. Meisel of the U.S. Bankruptcy Court for the District of New Jersey will convene a hearing on April 4, 2017 at 11:00 a.m. to consider Bergen Plaza Fairview, LLC's proposed sale of commercial property located at 501-503 Fairview Avenue, Fairview, New Jersey, to Fred A. Daibes for $3,600,000, subject to higher and better offers. Objections, if any, must be filed within the time permitted under applicable Rule or otherwise as fixed by the Court. The Debtor owns the Subject Property. Because of the Debtor's record interest in the Subject Property, it is necessary to apply for an Order authorizing conveyance of the Debtor's interest in the Subject Property free and clear of liens. The said property is encumbered by one mortgage and a tenant described as: a. A Mortgage, dated Sept. 7, 2007 (as modified several times, most recently in a Fourth Mortgage Modification, dated Nov. 9, 2015), between Bergen Plaza and Alexander Dingertopadre in the approximate amount of $1,285,739 (inclusive of principal, interest, late fees and other charges) recorded on Sept. 12, 2007 in the Bergen County Clerk's Office in Mortgage Book 16978, Page 136 ("Dingerpotadre Mortgage"). b. Pursuant to the Fourth Mortgage Modification referenced, Mr. Dingerpotadre is authorized to occupy the Subject Property rent free until the Dingerpotadre Mortgage is paid in full. The Debtor entered into a contract to sell the Subject Property ("Contract of Sale") with the Purchaser for the total sum of $3,600,000. The Purchaser is a purchaser for "value." The proffered purchase price for the Subject Property is a fair offer. Under the terms of sale, the Purchaser is paying cash at closing sufficient to satisfy the Dingerpotadre Mortgage plus ordinary closing costs, and executing a promissory note and mortgage in favor of the Debtor for the balance of the $3,600,000 purchase price. A copy of the Contract attached to the Notice is available for free at: http://bankrupt.com/misc/Bergen_Plaza_7_Sales.pdf The Debtor believes the sale price of $3,600,000 is a fair offer based on a number of factors. First, the Subject Property has been marketed for sale since 2015 and the offer from the Purchaser is the only offer received that was not contingent on future municipal approvals. Second, the Purchaser is prepared to close immediately, has completed his due diligence, and has already placed the sum of $1,300,000 in its attorney's trust account as proof of the available funds to pay off the Dingerpotadre Mortgage. It is in the best interest of the estate to sell the Subject Property because the Subject Property represents Debtor's only asset, and its sale will result in the immediate satisfaction of the Debtor's secured liability and closing costs. At the closing, the proceeds of the sale allocated to the Debtor ($3,600,000) will be utilized to pay off the Dingerpotadre Mortgage and ordinary closing costs, including, but not limited to, any applicable broker's commission (if any) as allowed by the Court. The balance of sale proceeds remaining after payment of the Dingerpotadre Mortgage and the costs at closing (if any) will be deposited into trust with The Kelly Firm, P.C. ("Escrow Agent"), with any remaining valid liens, claims and encumbrances to attach to the net proceeds of sale. The funds will thereafter be disbursed by the Escrow Agent in accordance with any Plan of Reorganization approved by the Court or any other order subsequently entered by the Court approving further disbursement of the proceeds. In light of the foregoing, the Debtor respectfully asks that the Court authorize the sale of the Subject Property to the Purchaser (or to such other purchaser who submits a higher and better offer as determined by the Court) free and clear of all liens, claims and encumbrances; and to further authorize the disbursement of the closing proceeds in accordance with the terms set forth. The Purchaser can be reached at: Fred A. Daibes 1000 Portside Drive Edgewater, NJ 07020 About Bergen Plaza Fairview Bergen Plaza Fairview, LLC, sought Chapter 11 protection (Bankr. D.N.J. Case No. 17-13370) on Feb. 22, 2017. Judge Stacey L. Meisel is assigned to the case. The petition was signed by Aaron Taub, manager. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Andrew J. Kelly, Esq., at The Kelly Firm, P.C., as counsel. BERNARD L. MADOFF: Former Employee Must Return $1.1 Million ----------------------------------------------------------- William Gorta, writing for Bankruptcy Law360, reports that a New York federal judge on Feb. 24 ordered Andrew H. Cohen, who worked at Bernard L. Madoff Investment Securities from 1991 through 2000 and was not part of the Ponzi scheme, to give up the $1.1 million he withdrew from his investment account at the company. Law360 recalls that Mr. Cohen thought the money were profits on investments but instead was money from newer Ponzi scheme victims. The report says that Trustee Irving Picard sued Mr. Cohen, seeking to claw back that money. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. As of Dec. 14, 2016, the SIPA Trustee has recovered more than $11.486 billion and, following the eight interim distribution in January 2017, will raise total distributions to approximately $9.72 billion, which includes more than $839.6 million in advances committed by SIPC. BIOPLANET CORP: Hearing on Cash Collateral Use Continued to March 8 ------------------------------------------------------------------- The Hon. Karen Brown will continue March 8, 2017, at 2:00 p.m., the March 7, 2017 hearing to consider BioPlanet Corp.'s use of cash collateral. As reported by the Troubled Company Reporter on Feb. 23, 2017, Judge Brown authorized the Debtor to use cash collateral on an interim basis until March 10, 2017. On Feb. 10, 2017, the Debtor filed a motion for interim court order authorizing use of cash collateral in which AmegyBank asserts an interest through March 10, 2017. The Debtor requires the immediate use of cash collateral to maintain ongoing operations. A copy of the motion and the budget is available at: https://is.gd/s0Ha52 https://is.gd/hQpuG7 These creditors have provided funding to the Debtor in various amounts over the past three years in exchange for liens against the Debtor's cash collateral including cash, accounts, accounts receivable, chattel paper, and other cash collateral: AmegyBank, Mercantil Commercebank, N.A., Strategic Outsourcing Solutions, LiftForward, Inc., Corporation Service Company, as representative for FundationGroup, LLC, Fox Capital Group, Inc., Corporation Service Company, as representative for a secured cash collateral creditor, and LiftForward. AmegyBank's claim against the Debtor's cash collateral is approximately $149,000. The value of the Debtor's personal property is only sufficient to secure AmegyBank's lien against cash collateral and other assets. Mercanil, SOS, LiftForward, CSC, and Fox Capital are unsecured for purposes of Debtor's cash collateral motion. As partial adequate protection of AmegyBank, Mercanil Commercebank, Strategic Outsourcing Solutions, LiftForward, Inc., Corporation Service Company, and Fox Capital Group's interest in the prepetition collateral, and against any diminution in the value of the collateral during the case, taking into account all factors in the case, the Debtor grants, efffective as of the Petition Date, valid and automatically perfected priority replacement and additional liens and security interests. As further adequate protection, the Debtor will make periodic cash payments sufficient to adequately protect AmegyBank's interest in property and cash collateral. More specifically, the Debtor will make monthly payments of $750 to AmegyBank with the first payment due on March 1, 2017. Should the Debtor fail to make any monthly payment by the due date and fail to cure the default within 10 days after notice of the default is sent to the Debtor and the Debtor's counsel, and a notice of the default and of the failure to cure is filed with the Court by AmegyBank, then all authority under the court order to use the cash collateral will cease. About BioPlanet Corp. BioPlanet Corp., a corporation with its main office in Katy, Texas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 17-30684) on Feb. 5, 2017. The petition was signed by Bernardo Herrero, director. The case is assigned to Judge Karen K. Brown. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. The Debtor is represented by Adelita Cavada, Esq. at The Perez Law Firm. BIOSCRIP INC: Camber Capital Has 8.65% Equity Stake as of Dec. 31 ----------------------------------------------------------------- Camber Capital Management LLC and Stephen DuBois disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2016, they beneficially own 10,180,000 shares of common stock of Bioscrip Inc. representing 8.65 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/CEwPTN About Bioscrip, Inc. Headquartered in Denver, Colo., BioScrip, Inc., is a national provider of home infusion services. The company's clinical management programs and services provide access to prescription medications for patients with chronic and acute healthcare conditions, including gastrointestinal abnormalities, infectious diseases, cancer, pain management, multiple sclerosis, organ transplants, bleeding disorders, rheumatoid arthritis, immune deficiencies and heart failure. As of Sept. 30, 2016, Bioscrip had $595.40 million in total assets, $550.05 million in total liabilities, $2.38 million in series A convertible preferred stock, $67.24 million in series C convertible preferred stock and a total stockholders' deficit of $24.28 million. Bioscrip reported a net loss attributable to common stockholders of $309.51 million in 2015, a net loss attributable to common stockholders of $147.7 million in 2014, and a net loss attributable to common stockholders of $69.65 million in 2013. * * * In November 2016, S&P Global Ratings lowered its corporate credit rating on home infusion services provider BioScrip Inc. to 'CCC' from 'CCC+' and revised the outlook to developing from stable. "The downgrade reflects our belief that the company could face a liquidity event within 12 months if it is unable to rapidly improve profitability; moreover, given the company's lowered guidance, its meaningful EBITDA shortfall in the third quarter, and its pattern of falling short of its expectations, our confidence in the company's ability to execute on its cost-cutting and other strategic initiatives is limited," said credit analyst Elan Nat. In March 2016, Moody's Investors Service downgraded BioScrip's Corporate Family Rating to 'Caa2' from 'Caa1' and Probability of Default Rating to 'Caa2-PD' from 'Caa1-PD'. BIOSCRIP INC: North Tide Has 7.2% Equity Stake as of Dec. 31 ------------------------------------------------------------ In an amended Schedule 13G filed with the Securities and Exchange Commission, North Tide Capital, LLC and Conan Laughlin disclosed that as of Dec. 31, 2016, they beneficially own 8,500,000 shares of common stock of Bioscrip Inc. representing 7.2 percent of the shares outstanding. North Tide Capital Master, LP also reported beneficial ownership of 5.7 percent equity stake as of that date. A full-text copy of the regulatory filing is available at: https://is.gd/HP2uQz About Bioscrip Headquartered in Denver, Colo., BioScrip, Inc., is a national provider of home infusion services. The company's clinical management programs and services provide access to prescription medications for patients with chronic and acute healthcare conditions, including gastrointestinal abnormalities, infectious diseases, cancer, pain management, multiple sclerosis, organ transplants, bleeding disorders, rheumatoid arthritis, immune deficiencies and heart failure. As of Sept. 30, 2016, Bioscrip had $595.4 million in total assets, $550.05 million in total liabilities, $2.38 million in series A convertible preferred stock, $67.24 million in series C convertible preferred stock and a total stockholders' deficit of $24.28 million. Bioscrip reported a net loss attributable to common stockholders of $309.51 million in 2015, a net loss attributable to common stockholders of $147.7 million in 2014, and a net loss attributable to common stockholders of $69.65 million in 2013. * * * In November 2016, S&P Global Ratings lowered its corporate credit rating on home infusion services provider BioScrip Inc. to 'CCC' from 'CCC+' and revised the outlook to developing from stable. "The downgrade reflects our belief that the company could face a liquidity event within 12 months if it is unable to rapidly improve profitability; moreover, given the company's lowered guidance, its meaningful EBITDA shortfall in the third quarter, and its pattern of falling short of its expectations, our confidence in the company's ability to execute on its cost-cutting and other strategic initiatives is limited," said credit analyst Elan Nat. In March 2016, Moody's Investors Service downgraded BioScrip's Corporate Family Rating to 'Caa2' from 'Caa1' and Probability of Default Rating to 'Caa2-PD' from 'Caa1-PD'. BIOSCRIP INC: Philip Hempleman Reports 5.4% 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 BioScrip Inc. as of Dec. 31, 2016: Shares Percentage Reporting Beneficially of Person Owned Shares --------- ------------ ----------- Ardsley Partners Fund II, L.P. 2,099,400 1.8% Ardsley Partners Institutional 2,461,000 2.1% Fund, L.P. Ardsley Duckdive Fund, L.P. 200,000 0.2% Ardsley Partners Advanced 1,439,600 1.2% Healthcare Fund, L.P. Ardsley Healthcare Fund, L.P. 100,000 0.1% Ardsley Ridgecrest Partners Fund, 50,000 0.1% L.P. Ardsley Advisory Partners 6,350,000 5.4% Ardsley Partners I 6,050,000 5.1% Philip J. Hempleman 6,350,000 5.4% The Company's most recent quarterly report on Form 10-Q for the quarterly period ended Sept. 30, 2016, filed with the Securities and Exchange Commission on Nov. 8, 2016, indicates that the total number of outstanding shares of Common Stock as of Nov. 4, 2016 was 117,682,543. A full-text copy of the regulatory filing is available at: https://is.gd/N297ZL About Bioscrip Headquartered in Denver, Colo., BioScrip, Inc., is a national provider of home infusion services. The company's clinical management programs and services provide access to prescription medications for patients with chronic and acute healthcare conditions, including gastrointestinal abnormalities, infectious diseases, cancer, pain management, multiple sclerosis, organ transplants, bleeding disorders, rheumatoid arthritis, immune deficiencies and heart failure. As of Sept. 30, 2016, Bioscrip had $595.40 million in total assets, $550.05 million in total liabilities, $2.38 million in series A convertible preferred stock, $67.24 million in series C convertible preferred stock and a total stockholders' deficit of $24.28 million. Bioscrip reported a net loss attributable to common stockholders of $309.51 million in 2015, a net loss attributable to common stockholders of $147.7 million in 2014, and a net loss attributable to common stockholders of $69.65 million in 2013. * * * In November 2016, S&P Global Ratings lowered its corporate credit rating on home infusion services provider BioScrip Inc. to 'CCC' from 'CCC+' and revised the outlook to developing from stable. "The downgrade reflects our belief that the company could face a liquidity event within 12 months if it is unable to rapidly improve profitability; moreover, given the company's lowered guidance, its meaningful EBITDA shortfall in the third quarter, and its pattern of falling short of its expectations, our confidence in the company's ability to execute on its cost-cutting and other strategic initiatives is limited," said credit analyst Elan Nat. In March 2016, Moody's Investors Service downgraded BioScrip's Corporate Family Rating to 'Caa2' from 'Caa1' and Probability of Default Rating to 'Caa2-PD' from 'Caa1-PD'. BIOSTAGE INC: Anson Funds et al. Cease to be 5% Shareholders ------------------------------------------------------------ In an amended Schedule 13G filed with the Securities and Exchange Commission, Anson Funds Management LP, Anson Management GP LLC, Bruce R. Winson, Anson Advisors Inc., Adam Spears and Moez Kassam disclosed that as of Dec. 31, 2016, they are the beneficial owners of 472,813 shares of common stock of Biostage, Inc. representing 2.7 percent of the shares outstanding. The percentage is determined by dividing 472,813 by the sum of (i) 17,108,968, the number of shares of Common Stock issued and outstanding as of Nov. 9, 2016, as reported in the Issuer's most recent 10-Q filed on Nov. 10, 2016, and (ii) 472,813, the number of shares of Common Stock receivable by the Fund upon exercise of presently held warrants. Anson Funds Management LP is a limited partnership organized under the laws of the State of Texas. Anson Management GP LLC is a limited liability company organized under the laws of the State of Texas. Mr. Winson is a United States citizen. Anson Advisors Inc.is a corporation organized under the laws of Ontario, Canada. Mr. Spears and Mr. Kassam are each Canadian citizens. A full-text copy of the regulatory filing is available at: https://is.gd/Uw29x0 About Biostage Biostage, Inc., formerly Harvard Apparatus Regenerative Technology, Inc., is a biotechnology company engaged in developing bioengineered organ implants based on its Cellframe technology. Harvard Apparatus reported a net loss of $11.7 million for the year ended Dec. 31, 2015, compared to a net loss of $11.06 million for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Biostage had $7.19 million in total assets, $2.41 million in total liabilities and $4.78 million in total stockholders' equity. KPMG LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has suffered recurring losses from operations and will require additional financing to fund future operations which raise substantial doubt about its ability to continue as a going concern. BONANZA CREEK: Barclays Reports 6% Equity Stake as of Dec. 31 ------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Barclays PLC and Barclays Bank PLC reported that they are the beneficial owners of 2,989,116 shares of common stock Bonanza Creek Energy, Inc. representing 6.02 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/8QTLtk 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. BONANZA CREEK: Hutchin Hill et al. Have 8.3% Stake as of Dec. 31 ---------------------------------------------------------------- Hutchin Hill Capital, LP, Hutchin Hill Capital GP, LLC and Neil A. Chriss disclosed that as of Dec. 31, 2016, they beneficially own 4,119,600 shares of common stock of Bonanza Creek Energy, Inc. which represents 8.3 percent of the shares outstanding. The percentage is calculated based upon 49,672,252 Shares outstanding, which reflects the number of Shares outstanding as of Nov. 7, 2016, as reported in the Company's quarterly report on Form 10-Q filed on Nov. 9, 2016. A full-text copy of the regulatory filing is available for free at https://is.gd/XSi8OV 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. BRAS TRADING: Engineering Firm Files for Chapter 7 Bankruptcy ------------------------------------------------------------- Doral, Florida-based Bras Trading Inc., filed for bankruptcy under Chapter 7 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-11752) on Feb. 14, 2017. Judge Laurel M. Isicoff presides over the case. The meeting of creditors is slated for March 13, 2017. The claims deadline is June 12, 2017. The Trustee can be reached at: Soneet Kapila http://www.kapilatrustee.com PO Box 14213 Ft Lauderdale, FL 33302 The Debtor is represented by: Gonzalo Perez Jr. THE LAW OFFICE OF GONZALO PEREZ JR., P.A. 7915 Coral Way Miami, Florida 33155 Tel: (305) 265-8228 Fax: (305) 265-8229 E-mail: office@gperezlaw.com The American Bankruptcy Institute, citing Debora Lima of the South Florida Business Journal, reported that Bras Trading said it owes more than $70 million to creditors. Bras Trading is billed as an engineering and infrastructure firm specializing in telecommunications and energy. Of the approximately $73.3 million Bras Trading owes, a sizable chunk is owed to just one company, the report said, citing the bankruptcy filing. Eutelsat do Brazil, a Miami-based holding company for Brazilian telecommunications firm Eutelsat do Brasil, is owed $64 million by Bras trading, the report further related. Bras Trading also owes $4 million to Gilat Satellite Network, a publicly traded Israeli company with an office in downtown Miami, the report added. Both Gilat (Nasdaq: GILT) and Eutelsat have lawsuits against Bras Trading pending in federal court, the report said. BUFFETS LLC: Unsecureds to Recover 10% Under Amended Plan --------------------------------------------------------- Buffets, LLC, et al., filed with the U.S. Bankruptcy Court for the Western District of Texas an amended disclosure statement for their amended joint plan of reorganization, which proposes to give general unsecured creditors 10% of the allowed claims. The amended plan is a new value plan. Existing direct or indirect equity holders and/or their affiliates will contribute not less than $6.5 million, and to the extent necessary will contribute additional amounts to finance the exit on the Effective Date through a newly formed entity, Alamo Buffets, LLC. Ownership of Alamo Buffets, LLC, will be allocated among the partners and insiders contributing the $6.5 million initial capital contribution to the Unsecured Creditors' Trust. The funds for the $6.5 million contribution are currently held by FMP SA Management and affiliates along with funds held by the Insiders in their own accounts. The Plan further contemplates: -- payment in full in Cash by the Debtors or Reorganized Debtors either on or after the Effective Date to holders of Allowed Administrative Claims; -- payment in full in Cash by the Debtors or Reorganized Debtors of Fee Claims within three business days of a Final Order allowing such claims, provided fee applications are filed within 30 days after the Effective Date; -- payment to holders of Priority Claims will be paid in quarterly cash installments by the Debtors or Reorganized Debtors, commencing on the first day of the first month following the Effective Date, over a period of five years with interest; -- payment of Allowed Other Secured Claims (which exclude the Subordinated Claims and the ACE Companies' Claims), if any, in the ordinary course by the Debtors or Reorganized Debtors or return the Collateral for Credit. The Debtor at its option may either: (i) reinstate and be rendered unimpaired; or (ii) seek a determination of the value of the Collateral and within thirty (30) days of the Final Order as to the value of the Collateral pay the value in full in Cash or as may otherwise be agreed between Debtors and holder of Allowed Other Secured Claim; or (iii) return the Collateral to the holder of the Allowed Other Secured Claim. -- payment in full in Cash by the Debtors or Reorganized Debtors to holders of Allowed PACA Claims within 30 days after the Effective Date or within 3 business days after a Final Order allowing such claims; -- payment of Allowed General Unsecured Claims by funding $6.5 million in cash plus a first-in-priority secured promissory note in the amount of $5.25 million to an Unsecured Creditors' Trust payable over two years, assigning certain Avoidance Actions and other Causes of Action to the trust, and collateral assignment of certain real property leases to the trust, as well as assignment of certain recovery rights with respect to Assigned Non-Debtor Causes of Action of the Debtors’ Non-Debtor Parent Companies. General unsecured claimants will approximately recover 10% of their claims. -- payment to Convenience Claims will be paid in cash ten percent of their claim or pro rata share of a maximum combined distribution in the amount of $425,000 funded out of the Unsecured Creditors' Trust. The initial plan asserted the following: -- payment of Fee Claims in full in cash within three days of a Final Order allowing them; -- payment of DIP Financing in 2 installments by the 90th day after the Plan Effective Date; -- payment of (i) Priority Tax Claims, (ii) Property Tax Claims, and (iii) Other Priority Claims in quarterly cash installments over a period of five years with interest; -- payment to Allowed Other Secured Claims in the ordinary course or return the Collateral for Credit; -- payment of Allowed PACA Claims in full in cash within 30 days of the Plan Effective Date or within 3 days after a Final Order allowing them; -- Ace Companies Claims will retain sufficient collateral to fully satisfy their secured claim; and -- payment in cash of 50% of Convenience Claims on the Initial Distribution Date. The Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/txwb16-50557-2243.pdf About Buffets LLC Buffets LLC, et al., are one of the largest operators of buffet-style restaurants in the U.S. The buffet restaurants, located in 25 states, principally operate under the names Old Country Buffet(R), Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire Mountain(R). These locations primarily offer self-service buffets with entrees, sides, and desserts for an all-inclusive price. In addition, Buffets owns and operates an 10-unit full service, casual dining chain under the name Tahoe Joe's Famous Steakhouse(R). Buffets Holdings, Inc., filed for Chapter 11 relief in January 2008 and won confirmation of a reorganization plan in April 2009. In January 2012, Buffets again sought Chapter 11 protection and emerged from bankruptcy in July 2012. On Aug. 19, 2015, Alamo Ovation, LLC acquired Buffets Restaurants Holdings, Inc., and as a result of the merger, Buffets operated over 300 restaurants in 35 states. Down to 150 restaurants in 25 states after closing unprofitable locations, Buffets LLC and its affiliated entities sought Chapter 11 protection (Bankr. W.D. Tex. Case No. Lead Case No. 16-50557) in San Antonio, Texas, on March 7, 2016. The cases are assigned to Judge Ronald B. King. The Debtors have tapped John E. Mitchell, Esq., David W. Parham, Esq., Andrea Hartley, Esq., Esther A. McKean, Esq., and Amy M. Leitch, Esq., at Akerman, LLP as counsel; Bridgepoint Consulting, LLC as financial advisor; and Donlin, Recano & Company as claims And noticing agent. BULOVA TECHNOLOGIES: Delays Filing of Dec. 31 Form 10-Q ------------------------------------------------------- Bulova Tecnologies Group, Inc., filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its quarterly report on Form 10-Q for the period ended Dec. 31, 2016. "The compilation, dissemination and review of the information required to be presented in the Form 10-Q for the quarter ending December 31, 2016 could not be completed and filed by February 14, 2017, without undue hardship and expense to the registrant. The registrant anticipates that it will file its Form 10-Q for the quarter ended Dec. 31, 2016 within the "grace" period provided by Securities Exchange Act Rule 12b-25." About Bulova Bulova Technologies Group, Inc., was originally incorporated in Wyoming in 1979 as "Tyrex Oil Company". During 2007, the Company divested itself of all assets and previous operations. During 2008, the Company filed for domestication to the State of Florida, and changed its name to Bulova Technologies Group, Inc. and changed its fiscal year from June 30 to September 30. Bulova reported a net loss attributable to the Company of $8.06 million on $18.72 million of revenues for the year ended Sept. 30, 2016, compared to a net loss attributable to the Company of $5.44 million on $1.75 million of revenues for the year ended Sept. 30, 2015. C & D PRODUCE: Intends to File Plan of Reorganization by May 16 --------------------------------------------------------------- C & D Produce Outlet, Inc., requests the U.S. Bankruptcy Court for the Southern District of Florida to extend its exclusive period to file a plan of reorganization through and including May 16, 2017, and extending the exclusive period to July 17, 2017. The Debtor relates that C&D Outlet North, Inc desires to sell the real property and/or business operations located at 8915 North Military Trail, Palm Beach Gardens, FL. The Debtor further relates that the sale of said property will be accompanied by a Plan of Reorganization to take advantage of significant tax savings. The Debtor believes that the sale will generate more available funds to distribute to creditors. Accordingly, the Debtor requests that the exclusivity deadline be extended to allow the sale of the aforementioned property to take place. About C & D Produce Outlet C & D Produce Outlet, Inc., and C & D Produce Outlet - South, Inc., filed separate chapter 11 petitions (Bankr. S.D. Fla. Case Nos. 16-15760 and 16-15764) on April 21, 2016. The petitions were signed by Carol Saldana, the Debtors' president. The Debtors are represented by Craig I. Kelley, Esq., at Kelley & Fulton, P.L. The Debtors tapped Mary P. Rodgers, CPA, of Ackerman Rodgers CPA, PLLC, as accountant. At the time of the filing, C & D Produce Outlet, Inc. estimated assets at $0 to $50,000 and liabilities at $100,000 to $500,000; C & D Produce Outlet - South, Inc. estimated assets at $0 to $50,000 and liabilities at $500,000 to $1 million. CAPITAL CONSTRUCTION: Case Summary & 2 Unsecured Creditors ---------------------------------------------------------- Debtor: Capital Construction Services, LLC 325 Fox Hill Road Wethersfield, CT 06109 Case No.: 17-20293 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: March 2, 2017 Court: United States Bankruptcy Court District of Connecticut (Hartford) Judge: Hon. James J. Tancredi Debtor's Counsel: Stephen P. Sztaba, Esq. STEPHEN P. SZTABA, ATTORNEY AT LAW 450 Main Street, Suite 200 New Britain, CT 06050 Tel: (860) 223-0314 E-mail: sps.attysztaba@sbcglobal.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Alan A. Klavins, principal. A copy of the Debtor's list of two unsecured creditors is available for free at http://bankrupt.com/misc/ctb17-20293.pdf CAPITAL TRANSPORTATION: Seeks to Hire Chartwell as Claims Counsel ----------------------------------------------------------------- Capital Transportation, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire The Chartwell Law Offices as its special counsel. Chartwell will represent the Debtor in legal actions pending in various courts in Leon County, Florida, most of which are either related to the defense of negligence claims or the prosecution of claims related to damage sustained to the Debtor's vehicles. The firm will also prosecute additional claims on behalf of the Debtor, which have yet to be filed. Chartwell will either receive a contingency fee of 20% of the recovery amount, or will be paid on an hourly basis depending on the case. The firm charges an hourly rate of $150 for the services of its attorney and $90 for its paralegals. Chartwell does not hold or represent any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: Michael J. Bonfanti, Esq. The Chartwell Law Offices 3020 N. Shannon Lakes Drive Tallahassee, FL 32309 Phone Number: (850) 205-0482 Fax: (850) 668-7972 Email: mbonfanti@chartwelllaw.com About Capital Transportation Capital Transportation, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-11664) on February 10, 2017. The petition was signed by John Camillo, president. David A. Ray, P.A. represents the Debtor as legal counsel. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of $1 million. CAR CHARGING: Horton Capital Reports 6.7% Stake as of Dec. 31 ------------------------------------------------------------- Horton Capital Partners, LLC, Horton Capital Management, LLC and Joseph M. Manko, Jr., diclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2016, they are the beneficial owners of 5,741,929 shares of common stock of Car Charging Group, Inc. representing 6.7 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/gTDXEa About Car Charging Miami Beach, Florida-based Car Charging Group, Inc., is a leading owner, operator, and provider of electric vehicle charging equipment and networked EV charging services. The Company offers both residential and commercial EV charging equipment, enabling EV drivers to easily recharge at various location types. Car Charging reported a net loss attributable to common shareholders of $9.58 million in 2015 compared to a net loss attributable to common shareholders of $22.71 million in 2014. As of Sept. 30, 2016, Car Charging had $1.97 million in total assets, $23.04 million in total liabilities, $825,000 in series B convertible preferred stock and a total stockholders' deficiency of $21.89 million. Marcum LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, noting that the Company has incurred net losses since inception and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CAR CHARGING: Wolverine et al. Have 7.7% Stake as of Dec. 31 ------------------------------------------------------------ Wolverine Flagship Fund Trading Limited, Wolverine Asset Management, LLC, Wolverine Holdings, L.P., Wolverine Trading Partners, Inc., Christopher L. Gust and Robert R. Bellick disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2016, they beneficially own 3,351,238 shares of common stock, Warrants to purchase 2,500,000 shares of common stock, and Series C Preferred Stock convertible into 543,571 shares of common stock of Car Charging Group, Inc. representing 7.7 percent of the shares outstanding. A full-text copy of the regulatory filing is available at: https://is.gd/UhVdNy About Car Charging Miami Beach, Florida-based Car Charging Group, Inc., is a leading owner, operator, and provider of electric vehicle charging equipment and networked EV charging services. The Company offers both residential and commercial EV charging equipment, enabling EV drivers to easily recharge at various location types. Car Charging reported a net loss attributable to common shareholders of $9.58 million in 2015 compared to a net loss attributable to common shareholders of $22.71 million in 2014. As of Sept. 30, 2016, Car Charging had $1.97 million in total assets, $23.04 million in total liabilities, $825,000 in series B convertible preferred stock and a total stockholders' deficiency of $21.89 million. Marcum LLP, in New York, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, noting that the Company has incurred net losses since inception and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CARVER BANCORP: Appoints CEO, Boards of Directors ------------------------------------------------- On February 21, 2017, the Boards of Directors of Carver Bancorp, Inc. and Carver Federal Savings Bank appointed John J. Fitzpatrick to serve as Chief Operating Officer of the Company and the Bank, effective immediately. Mr. Fitzpatrick previously served as Chief Operating Officer of Fieldpoint Private Bank and Trust and as Senior Vice President and Director of Operations for Sterling National Bank. Mr. Fitzpatrick is not a party to any transaction with the Company or the Bank that would require disclosure under Item 404(a) of Regulation S-K. On February 21, 2017, the Boards of Directors of the Company and the Bank, by resolution of each of the Boards and following confirmation of the OCC's non-objection, appointed Craig C. MacKay and William J. Taggart to the Boards of Directors of the Company and the Bank. Craig C. MacKay is a Managing Director and Partner of England & Company. He has over 20 years of investment banking experience focused on private financings for middle market companies. William J. Taggart is Chief Operating Officer and Executive-In-Residence at Morehouse College. Mr. Taggart was previously President and Chief Executive Officer of the Atlanta Life Financial Group, and also served as Chief Operating Officer for Federal Student Aid at the U.S. Department of Education. A full-text copy of the regulatory filing is available at: https://is.gd/Z99auq About Carver Bancorp, Inc. Carver Bancorp, Inc., -- http://www.carverbank.com/-- (Nasdaq:CARV) Carver Bancorp, Inc. is the holding company for Carver Federal Savings Bank (Carver Federal or the Bank), a federally chartered savings bank. The Company conducts business as a unitary savings and loan holding company, and the business of the Company consists of the operation of its wholly owned subsidiary, Carver Federal. Carver Federal serves African-American communities whose residents, businesses and institutions had limited access to mainstream financial services. It provides deposit products, such as demand, savings and time deposits for consumers, businesses, and governmental and quasi-governmental agencies in its market area within New York City. Carver Bancorp reported a net loss attributable to the Company of $170,000 for the year ended March 31, 2016, following a net loss attributable to the Company of $272,000 for the year ended March 31, 2015. KPMG LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2016, citing that the Company has deferred interest payments on its junior subordinated debentures through March 31, 2016. Under the terms of the debentures, the Company may defer payments for up to twenty consecutive quarters without creating an event of default. Payment for the twentieth quarterly interest deferral period is due in September 2016 and is subject to approval by the Company's banking regulator. The auditors said the ability of the Company to meet its debt service obligations raises substantial doubt about its ability to continue as a going concern. CARVER BANCORP: Expects to File Form 10-Q within Extension Period ----------------------------------------------------------------- Carver Bancorp, Inc. said it could not complete the filing of its quarterly report on Form 10-Q for the period ended Dec. 31, 2016, due to delays in obtaining and compiling information to be included in its Form 10-Q, which delay could not be eliminated by the Company without unreasonable effort and expense. Specifically, in connection with the completion of the Company's quarter-end closing and review procedures and the preparation of the Form 10-Q, the Company determined that accounting adjustments related to a limited pool of loans serviced by a third party were necessary. The Company is evaluating the impact of these accounting adjustments on prior financial statements, if any. The Company expects to file the Form 10-Q no later than five calendar days after its original due date, according to a Form 12b-25 filed with the Securities and Exchange Commission. About Carver Bancorp, Inc. Carver Bancorp, Inc., -- http://www.carverbank.com/-- (Nasdaq:CARV) Carver Bancorp, Inc. is the holding company for Carver Federal Savings Bank (Carver Federal or the Bank), a federally chartered savings bank. The Company conducts business as a unitary savings and loan holding company, and the business of the Company consists of the operation of its wholly owned subsidiary, Carver Federal. Carver Federal serves African-American communities whose residents, businesses and institutions had limited access to mainstream financial services. It provides deposit products, such as demand, savings and time deposits for consumers, businesses, and governmental and quasi-governmental agencies in its market area within New York City. Carver Bancorp reported a net loss attributable to the Company of $170,000 for the year ended March 31, 2016, following a net loss attributable to the Company of $272,000 for the year ended March 31, 2015. As of Dec. 31, 2016, Carver had $698.9 million in total assets, $647.5 million in total liabilities and $51.42 million in total equity. KPMG LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2016, citing that the Company has deferred interest payments on its junior subordinated debentures through March 31, 2016. Under the terms of the debentures, the Company may defer payments for up to twenty consecutive quarters without creating an event of default. Payment for the twentieth quarterly interest deferral period is due in September 2016 and is subject to approval by the Company's banking regulator. The auditors said the ability of the Company to meet its debt service obligations raises substantial doubt about its ability to continue as a going concern. CATASYS INC: Reports 2016 Net Loss of $17.9 Million --------------------------------------------------- Catasys, Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $17.93 million on $7.07 million of revenues for the year ended Dec. 31, 2016, compared to a net loss of $7.22 million on $2.70 million of revenues for the year ended Dec. 31, 2015. As of Dec. 31, 2016, Catasys had $3.10 million in total assets, $28.43 million in total liabilities and a total stockholders' deficit of $25.32 million. As of Feb. 24, 2017, the Company had a balance of approximately $585,000 cash on hand. The Company had working capital deficit of approximately $20.7 million as of Dec. 31, 2016. The Company has incurred significant net losses and negative operating cash flows since its inception. "We expect to continue to incur negative cash flows and net losses for the next twelve months. Our current cash burn rate is approximately $450,000 per month. We expect our current cash resources and contracted bridge loans to cover our operations through March 31, 2017; however, delays in cash collections, revenue, or unforeseen expenditures could impact this estimate. We are in need of additional capital, however, there is no assurance that additional capital can be timely raised in an amount which is sufficient for us or on terms favorable to us and our stockholders, if at all. If we do not obtain additional capital, there is significant doubt as to whether we can continue to operate as a going concern and whether we will need to curtail or cease operations or seek bankruptcy relief. If we discontinue operations, we may not have sufficient funds to pay any amounts to our stockholders. "Our ability to fund our ongoing operations and continue as a going concern is dependent on increasing the number of members that are eligible for our solutions by signing new contracts, identifying more eligible members in existing contracts, and generating fees from existing and new contracts and the success of management's plan to increase revenue and continue to control expenses. We currently operate our OnTrak solutions in eighteen states. We provide services to commercial (employer funded), managed Medicare Advantage, and managed Medicaid and duel eligible (Medicare and Medicaid) populations. We have generated fees from our launched programs and expect to increase enrollment and fees throughout 2017. However, there can be no assurance that we will generate such fees or that new programs will launch as we expect. We are in need of additional capital, however, there is no assurance that additional capital can be timely raised in an amount which is sufficient for us or on terms favorable to us and our stockholders, if at all. If we do not obtain additional capital, there is a significant doubt as to whether we can continue to operate as a going concern and we will need to curtail or cease operations or seek bankruptcy relief. If we discontinue operations, we may not have sufficient funds to pay any amounts to our stockholders," the Company stated in the report. The Company's independent accounting firm Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2016, citing that the Company has continued to incur significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2016, and continues to have negative working capital at Dec. 31, 2016. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://is.gd/Ey5os8 About Catasys Inc. Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys, Inc., is a healthcare services management company, providing through its Catasys(R) subsidiary specialized behavioral health management services for substance abuse to health plans. CHANNEL TECHNOLOGIES: Sonatech Buying Property for $329K -------------------------------------------------------- Judge Peter H. Carroll of the U.S. Bankruptcy Court for the Central District of California will convene a hearing on March 22, 2017 at 10:00 a.m. to consider Channel Technologies Group, LLC's Asset Purchase Agreement, dated Feb. 22, 2017, with Sonatech, LLC in connection with the private sale of property for $328,750. Objections, if any, must be filed no later than 14 days prior to the hearing on the Motion. Channel Technologies Group designs and manufactures piezoelectric ceramics, transducers, sonar equipment and other related products sold primarily to military, commercial, and industrial customers in the United States and internationally. Founded in 1959, the Debtor is based in Santa Barbara, California and previously operated a second manufacturing site with respect to its MSI subdivision (the assets of which were previously sold in the case) in Littleton, Massachusetts. The Debtor supplies its products to a variety of end-users, including the U.S. Navy and energy services companies. Among the Debtor's customers are some of the largest United States defense contractors, including Northrop Grumman, Lockheed Martin and Raytheon. Certain long-term supply contracts are onerous to the Debtor and have negatively impacted and continue to negatively impact the Debtor's cash flow. Despite efforts to consensually address the problematic aspects of certain of its contracts with the counterparties through negotiations, prior to the Petition Date, with some minor exceptions, the Debtor was unable to stop the significant negative impact of such contracts on the Debtor's business. Although customer demand for its products and services remains substantial, the Debtor has been unable to obtain necessary further outside funding to complete certain long-term contracts (as they currently exist) and invest in new equipment and research and development. The Debtor commenced the Case to expeditiously pursue a potential sale of some or all of the Debtor's business to one or more third parties and an orderly wind down of the remaining business. The Property consists of certain equipment, materials and other assets, and related to certain classified projects of the Debtor's Sonatech division for the U.S. Navy. The Buyer is owned by certain non-insider employees of the Debtor that have requisite security clearance to work on the projects. The Debtor has conducted a UCC search of purported lienholders of the Property in conjunction with the proposed sale of the Property. The only party asserting a lien on the Property of which the Debtor is aware is Blue Wolf Capital Fund II, L.P. The key terms of the APA are: a. Purchase Price: The consideration to be paid by the Buyer to the Debtor for the Property will be cash in an amount equal to $328,750, paid in the following installments: (i) $50,000 concurrent with the mutual execution and delivery of the APA; and (ii) the balance at the closing. b. Assumption of Liabilities: Effective as of the closing, the Buyer will assume all of the following: (i) without in any way limiting the Buyer's obligations to bear and pay any and all cure amounts that are payable with respect to any period prior to the closing and are being assumed by the Buyer, all liabilities and obligations of the Debtor first arising or accruing after the closing under the leases and contracts to be assumed and assigned under the APA; and (ii) all additional liabilities and obligations set forth or described on Schedule 2.2.1 -(ii) to the APA. c. Sales, Use, and Other Taxes: Any sales, purchase, transfer, stamp, documentary stamp, use or similar taxes under the laws of the states in which any portion of the Property is located, or any subdivision of any such state, or under any federal law or the laws or regulations of any federal agency or authority, which may be payable by reason of the sale or transfer of the Property under the APA will be borne and paid by the Buyer. Rent, current taxes, prepaid advertising, utilities and other items of expense (including, without limitation, any prepaid insurance, maintenance, tax or common area or like payments) will be prorated between the Debtor and the Buyer as of the closing. d. Free and Clear: The Property will be transferred to Buyer free and clear of all liens, security interests, claims and encumbrances. e. "As Is" Transaction: The Buyer acknowledges and agrees that, except only as set forth in the APA, the Debtor neither makes nor has made any representations or warranties whatsoever, express or implied, with respect to any matter relating to the Property. f. Deadlines: The APA provides that the deadline to obtain approval of the sale and APA and to close the sale is March 31, 2017. g. Restriction on Competition By Buyer Post-Closing: For a period of one year after the Closing Date, the Buyer will not engage in the direct marketing or direct selling to persons who are Customers of the Debtor and/or distribution of any transducers of the type currently produced or proposed to be produced by the Debtor, nor will the Buyer use any of the Debtor's Intellectual Property Rights directly or indirectly to reverse engineer, reverse assemble, decompile or disassemble any Debtor product that is not provided to Buyer in source code. h. Employee Confidentiality and Proprietary Rights Agreements: Closing is conditioned upon each of the Transferred Employees having executed and delivered to the Debtor a Confidentiality and Proprietary Rights Agreement. i. Sublease: Closing is conditioned upon the Buyer and the Debtor, as Sublessee and Sublessor, respectively, having entered into a sublease relating to a portion of the Sonatech facility. j. Proposed Novation of Navy Contracts: (i) It is the intent of the parties to transfer to and vest in the Buyer all of the Debtor's right, title, and interest in and to the Contract Nos. 13G5232 and N00167-14-D-0003, each between the Debtor and the United States Navy; and (ii) at the request of the Navy, the Parties are effecting such transfer by novation rather than by the Debtor's assumption of such Navy Contracts and assignment thereof to the Buyer, and in furtherance of the foregoing, the Debtor covenants and agrees that, the Debtor will not convey, transfer or assign its right, title and interest in and to the Navy Contracts to any third party other than to a successor of the Debtor which is bound by the preceding covenants. A copy of the APA attached to the Motion is available for free at: http://bankrupt.com/misc/Channel_Technologies_211_Sales.pdf The Property is specialized for relatively narrow applications that are mission critical for the Buyer's customers. The Debtor believes the Buyer will pay the highest and best consideration for the Property and the offer by Buyer as set forth in the APA is the best offer received, or expected by the Debtor to be received, for such assets. Accordingly, the Debtor asks the Court to approve the relief sought, and such other and further relief as is just and proper. The Buyer's obligation to perform under the APA is conditioned upon entry of an order approving the transaction and the closing taking place by March 31, 2017. Accordingly, the Debtor asks that Rule 6004(h) be waived so the sale may be closed by the drop-dead date in the APA of March 31, 2017. The Purchaser: SONATECH, LLC Attn: Mr. Mark Shaw 5535 Huntington Drive Santa Barbara, CA 93111 Facsimile: (805) 966-3320 E-mail: mtsinsbca@gmail.com The Purchaser is represented by: Michael E. Pfau, Esq. REICKER, PFAU, PYLE & MCROY LLP 1421 State Street, Suite B Santa Barbara, CA 93101 Facsimile: (805) 966-3320 E-mail: mpfau@rppmh.com About Channel Technologies Group Headquartered in Santa Barbara, California, Channel Technologies Group, LLC, designs and manufactures piezoelectric ceramics, transducers, sonar equipment and other related products sold primarily to military, commercial, and industrial customers in the United States and internationally. CTG is a privately owned California limited liability company founded in 1959. In 2011, CTG was acquired by BW Piezo Holdings, LLC, a Delaware limited liability company, from Alta Properties, Inc., f.k.a. Channel Technologies, Inc. BWP now owns 100% of CTG's member interests. BWP is majority-owned by Blue Wolf Capital Fund II, L.P. (the Company's pre-petition lender), which is an investment fund managed by Blue Wolf Capital Advisors, L.P. CTG is a member-managed LLC. Charles Miller is the manager. CTG filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-11912) on Oct. 14, 2016. The case is assigned to Judge Peter Carroll. The Debtor estimated $10 million to $50 million in assets and debt. The Debtor has engaged Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP as bankruptcy counsel, CR3 Partners, LLC as restructuring advisor, and Prime Clerk LLC as noticing, claims and balloting agent. CHINACAST EDUCATION: Taps HK-Based Norton Rose as Counsel --------------------------------------------------------- ChinaCast Education Corporation seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Norton Rose Fulbright Hong Kong as its special counsel. Norton Rose will continue to represent the Debtor in certain lawsuits pending in Hong Kong, including a "recovery action" it filed against DMX Technologies and several others in the High Court of Hong Kong Special Administrative Region Court of First Instance. Unlike other law firms retained by the Debtor, Hong Kong law prohibits the use of contingent fee arrangements. The hourly rates charged by Norton Rose are its customary rates charged to other clients, and are discounted by 20%. Wu Man Tsuen Alfred, Esq., disclosed in a court filing that the firm does not represent any interest adverse to the Debtor or its bankruptcy estate. The firm can be reached through: Wu Man Tsuen Alfred, Esq. Norton Rose Fulbright Hong Kong 38/F, Jardine House, 1 Connaught Place Central Hong Kong, SAR Tel: +852 3405 2300 About Chinacast Education Chinacast Education Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-13121) on November 9, 2016. The petition was signed by Douglas Woodrum, chief financial officer. The case is assigned to Judge Mary Kay Vyskocil. Klestadt Winters Jureller Southard & Stevens, LLP represents the debtor as its bankruptcy counsel. At the time of the filing, the Debtor estimated its assets at $500 million to $1 billion and debts at $10 million to $50 million. The Office of the U.S. Trustee has not yet appointed an official committee of unsecured creditors. CICERO INC: Privet Fund Director Designee Quits from Board ---------------------------------------------------------- Ryan Levenson notified Cicero Inc. of his resignation from the Company's Board of Directors, effective Feb. 23, 2017. Pursuant to Section 7(f) of the Investor Rights Agreement by and among the Company, Privet Fund LP and John L. Steffens dated July 15, 2015, Privet Fund also notified the Company of its intent to designate Benjamin L. Rosenzweig as a replacement designee to the Board to fill the vacancy resulting from Mr. Levenson's resignation. Mr. Rosenzweig is currently a partner at Privet Fund Management LLC, an investment management firm. Prior to joining Privet Fund Management LLC in September 2008, Mr. Rosenzweig served as an investment banking analyst in the corporate finance group of Alvarez and Marsal from June 2007 until May 2008, where he completed multiple distressed mergers and acquisitions, restructurings, capital formation transactions and similar financial advisory engagements across several industries. Mr. Rosenzweig is currently a director of Startek, Inc. (NYSE:SRT), PFSweb, Inc. (NASDAQ:PFSW) and Hardinge, Inc. (NASDAQ: HDNG). Mr. Rosenzweig formerly served as a director of RELM Wireless Corp. (NYSE MKT: RWC). Mr. Rosenzweig graduated magna cum laude from Emory University with a Bachelor of Business Administration degree in Finance and a second major in Economics. About Cicero Inc. Cary, N.C.-based Cicero, Inc., provides business integration software solutions and also provides technical support, training and consulting services as part of its commitment to providing customers with industry-leading solutions. The Company focuses on the customer experience management market with emphasis on desktop integration and business process automation with its Cicero XM(TM) products. Cicero XM enables the flow of data between different applications, regardless of the type and source of the application, eliminating redundant entry and costly mistakes. Cicero Inc. reported a net loss applicable to common stockholders of $3.81 million on $1.94 million of total operating revenue for the year ended Dec. 31, 2015, compared to a net loss applicable to common stockholders of $4.05 million on $1.90 million of total operating revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Cicero had $2.17 million in total assets, $11.15 million in total liabilities and a total stockholders' deficit of $8.98 million. Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, noting that the Company has suffered recurring losses from operations and has a working capital deficiency as of Dec. 31, 2015. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CIVIC PARTNERS: Wants to Use Northwest Bank's Cash Collateral ------------------------------------------------------------- Civic Partners Sioux City, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Iowa a motion for approval of its cash collateral stipulation with Northwest Bank. The Stipulation is available at: http://bankrupt.com/misc/ianb11-00829-593.pdf A hearing to consider the use of cash collateral will be held on March 23, 2017, at 11:30 a.m. The Bank is a secured creditor in this bankruptcy having a mortgage on the property, together with an Assignment of Rents from the property. As of the date the bankruptcy was filed, the Bank claimed it was owed the sum of $6,262,107.63 on a promissory note that is secured by a Real Estate Mortgage, as modified, an Assignment of Rents, as modified, and Security Agreements dated Feb. 23, 2003, and May 17, 2005. The cash collateral provided for in the Stipulation derives from the property's rent income. After the bankruptcy was dismissed on July 8, 2015, the Bank was collecting rent from the property's tenants and applying the rent to the note, and real estate taxes, but stopped applying rent after August 2016 following the issuance of the mandate by the U.S. Bankruptcy Appellate Panel for the Eighth Circuit. As of Feb. 9, 2017, the Bank has collected and holds on deposit in a separate escrow account $432,699.961 of rent income derived from the property. This amount, less the January and February adequate protection payments, will be transferred from the Bank's escrow account to the DIP account. All future rents from the property collected by the Debtor during the term of the Stipulation, will also be deposited in the DIP Account. Rent income from the property constitutes cash collateral of the Bank. Accordingly, the Bank is entitled to adequate protection in exchange for use of the cash collateral. Under the terms of the Stipulation, the Debtor would authorize Bank to apply $62,686 from the rent income now on deposit at the Bank to the amounts due the Bank as the Debtor's January and February adequate protection payments and thereafter during the term, the Debtor will pay the Bank monthly payments of $31,343, as adequate protection commencing on March 10, 2017 (or if the Court enters its order after the 10th day of March 2017, then within 5 days after entry of the court order), and on the 10th day of each successive month thereafter. The Debtor says that the estate will benefit from the use of rent income -- which is cash collateral of the Bank under the Assignment of Rents between the Debtor and the Bank -- to pay trustee fees and insurance, maintenance, management fees, and real estate taxes for the 4th Street Promenade Property all as more specifically provided in the Stipulation. The Bank will be adequately protected by monthly payments of $31,343 from the rental income to the Bank. Rent proceeds derived from the leases of the real estate described in the mortgage will be deposited in a Debtor-in-possession account already established at the Bank. Pursuant to the terms of the Stipulation, the Debtor would be authorized to use the cash collateral for the payment of certain enumerated expenses, actually incurred, to preserve and maintain the property which forms the subject of this single-asset bankruptcy. The Debtor would also make monthly adequate protection payments to Bank. The Stipulation with regard to the use of the Cash Collateral will remain in effect only until the earlier of the closing of the loan sale agreement or May 30, 2017. About Civic Partners Civic Partners Sioux City, LLC, based in Huntington Beach, California, filed for Chapter 11 bankruptcy (Bankr. N.D. Iowa Case No. 11-00829) on April 14, 2011. A. Frank Baron, Esq., at Baron, Sar, Goodwin, Gill & Lohr, serves as the Debtor's counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and debts. The petition was signed by Steven P. Semingson, managing member. CLARK-CUTLER-MCDERMOTT: GM to Recoup Nothing for Unsecured Claims ----------------------------------------------------------------- Clark-Cutler-McDermott Company, et al., filed with the U.S. Bankruptcy Court for the District of Massachusetts a disclosure statement for their second modified joint chapter 11 plan of liquidation, dated Feb. 24, 2017, a full-text copy of which is available at: http://bankrupt.com/misc/mab16-41188-589.pdf The Global Settlement entered into by the Debtors, the Official Committee of Unsecured Creditors and General Motors LLC represents a compromise of various Claims and disputes and incorporates: (a) the "gifting" of certain distributions which would otherwise be payable to GM on account of its Secured Claim; and (b) the partial subordination of the GM Unsecured Claim to General Unsecured Claims. Class 5 under the second modified plan consists of the general unsecured claims of General Motors. The holder of the Allowed GM Unsecured 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 0%. On the Effective Date, the Liquidating Trust will 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 will be a newly-formed trust with no prior assets or liabilities. The Liquidating Trustee will serve as the trustee of the Liquidating Trust. The Troubled Company Reporter previously reported that 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. The previous version of the Plan proposes estimated recovery for the class is 20%-36.8%. About Clark-Cutler-McDermott 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. CLIFFS NATURAL: Christopher Cebula Assumes Controller & CAO Posts ----------------------------------------------------------------- The Board of Directors of Cliffs Natural Resources Inc. elected Christopher Cebula, 46, to assume the duties of vice president, corporate controller & chief accounting officer of the Company on Feb. 22, 2017. Mr. Cebula most recently was the senior director, corporate planning & analysis of the Company, a position he held since April 2013. He previously served the Company as senior director, enterprise risk management (April 2010 to April 2013). In connection with his appointment, Mr. Cebula will be entitled to receive an increased base salary, increased target short-term annual incentive opportunity as a percentage of base salary and increased target long-term incentive opportunity as a percentage of base salary, as disclosed in a Form 8-K report filed with the Securities and Exchange Commission. 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: Enters Into 5.75% Senior Notes Indenture -------------------------------------------------------- On its Current Report Form 8-K filed with the U.S. Securities and Exchange Commission on Feb. 27, 2017, Cliffs Natural Resources Inc. entered into an indenture among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee, relating to the issuance by the Company of $500 million aggregate principal amount of 5.75% Senior Notes due 2025. The Notes were sold on February 27, 2017 in a private transaction exempt from the registration requirements of the Securities Act of 1933. The Notes bear interest at a rate of 5.75% per annum, which is payable semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1, 2017. The Notes mature on March 1, 2025. The Indenture contains customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding Notes issued under the Indenture to accelerate, or in certain cases, will automatically cause the acceleration of, the amounts due under the Notes. In connection with the issuance of the Notes, the Company, the Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated, acting as representative for the initial purchasers, entered into a registration rights agreement relating to the Notes, dated February 27, 2017. If the Company does not comply with certain of its obligations under the Registration Rights Agreement, subject to limitations set forth in the Registration Rights Agreement, the Company will be required to pay additional interest to holders of Notes in an amount equal to 0.25% per annum on the principal amount of the Notes, for the first 90 days following such default. Thereafter, the amount of additional interest will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until the default is cured, up to a maximum amount of 1.00% per annum. A full-text copy of the regulatory filing is available at: https://is.gd/NvVAbU 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 INTERNATIONAL: Paulson & Co. Has 7.45% Stake as of Dec. 31 ----------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Paulson & Co. Inc. reported that as of Dec. 31, 2016, it beneficially owns 31,111,327 shares of common stock of Cobalt International Energy, Inc., representing 7.45 percent of the shares outstanding. Paulson, an investment advisor that is registered under the Investment Advisors Act of 1940, and its affiliates furnish investment advice to and manage onshore and offshore investment funds and separate managed accounts. In its role as investment advisor, or manager, Paulson possesses voting and/or investment power over the securities of the Issuer described in this schedule that are owned by the Funds. All securities reported in this schedule are owned by the Funds. Paulson disclaims beneficial ownership of those securities. A full-text copy of the regulatory filing is available at: https://is.gd/s2wCid 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: Receives Noncompliance Notice from NYSE ------------------------------------------------------------- Cobalt International Energy, Inc., announced that on Feb. 27, 2017, it was notified by The New York Stock Exchange that it is no longer in compliance with certain continued listing standards that are applicable to the Company. Cobalt's 30-day average closing share price as of Feb. 27, 2017, was $0.94, in violation of the listing standard set forth in Section 802.01C of the NYSE Listed Company Manual. This standard requires the trailing 30-day average closing share price to remain above $1.00. As outlined in Section 802.01C of the NYSE Listed Company Manual, upon receiving notice, Cobalt has a six-month cure period to regain compliance. Within this cure period, Cobalt must have a closing share price of $1.00 or higher on the last trading day of a given month or at the end of the cure period. In addition, Cobalt's coinciding trailing 30-day average closing share price must also be $1.00 or higher. Cobalt has notified the NYSE of its intention to regain compliance within the six-month cure period. During the cure period, Cobalt's stock will continue to be listed on the NYSE, subject to its ability to remain in compliance with other continued listing standards. The notice received from the NYSE does not affect the ongoing business of Cobalt, nor does it trigger any violations, including any event of default, of its secured or unsecured debt obligations. 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. COCOA EXPO: Has Preliminary OK to Use Cash Collateral; Bank Objects ------------------------------------------------------------------- The Hon. Roberta A. Colton of the U.S. Bankruptcy Court for the Middle District of Florida entered on Feb. 21 a first preliminary order on Cocoa Expo Sports Center, LLC's motion to use cash collateral. The Debtor is authorized to use cash collateral to pay: (a) amounts expressly authorized by this Court, including payments to the U.S. Trustee for quarterly fees; (b) the expenses set forth in the budget, plus an amount not to exceed 5% for each line item; and (c) additional amounts as may be expressly approved in writing by the Bank. The Bank and each other creditor with a security interest in cash collateral will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non-bankruptcy law. A copy of the court order is available at: http://bankrupt.com/misc/flmb17-00441-43.pdf On Feb. 10, the Debtor sought the Court's authorization to use cash collateral. These creditors may assert claims secured by a lien against property of the estate, including cash collateral: Armitage Plumbing, LLC, the Bank, Board of County Commissioner, City Electric Supply Company, Fortiline Waterworks, M&M Electric of Central Florida, Inc., Middlesex Paving, LLC, Southern Fire Protection of Orlando, Inc., UDF XIV SPE B, LLC, and Urban Development Fund XXIII. As of the Petition Date, Debtor had cash in the amount of $0 Average monthly revenue in 2016 was approximately $53,137.67. A copy of the Debtor's request is available at: http://bankrupt.com/misc/flmb17-00441-28.pdf On Feb. 27, the Bank filed with the Court a limited objection and reservation of rights to the Debtor's proposed use of cash collateral. The Debtor has not circulated or filed with the Court a proposed budget for the use of cash collateral starting March 1, 2017, but has filed an emergency motion to pay post-petition compensation and benefits to an insider. The Bank is not opposed to the Debtor's use of cash collateral generally, but the Bank objects to any order authorizing the use of cash collateral that is in derogation of its rights under the Bankruptcy Code. The Bank reserves any specific objection it may have to the Debtor's proposed budget and order authorizing the use of cash collateral and may raise the objection, if any. The Bank further reserves the right to (a) amend or supplement its reservation of rights and otherwise take any additional or further action with respect to the Debtor's proposed budget and court order authorizing use of cash collateral, and (b) be heard before the Court with respect to the proposed use of cash collateral and to raise additional arguments or objections in connection therewith. The Bank is represented by: Robert E. Eggmann, Esq. Thomas H. Riske, Esq. CARMODY MACDONALD P.C. 120 S. Central Avenue, Suite 1800 St. Louis, Missouri 63105 Tel: (314) 854-8600 Fax: (314) 854-8660 E-mail: ree@carmodymacdonald.com thr@carmodymacdonald.com -- and -- Phil A. D'Aniello, Esq. FASSETT, ANTHONY & TAYLOR, P.A. 1325 W. Colonial Drive Orlando, Florida 32804 Tel: (407) 872-0200 Fax: (407) 422-8170 Primary E-Mail: pdaniello@fassettlaw.com Secondary E-Mail: tsadaka@fassettlaw.com About Cocoa Expo Sports Center, LLC Cocoa Expo Sports Center, LLC, based in Cocoa, FL, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 17-00441) on January 23, 2017. David R. McFarlin, Esq., at Fisher Rushmer, P.A., to serve as bankruptcy counsel. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. The petition was signed by Jeffrey C. Unnerstall, managing member. COMMSCOPE HOLDING: Moody's Hikes Corporate Family Rating to Ba2 --------------------------------------------------------------- Moody's Investors Service upgraded CommScope Holding Company, Inc.'s Corporate Family Rating (CFR) to Ba2 from Ba3. Moody's also upgraded the company's senior secured debt to Baa3 from Ba1, upgraded its existing unsecured notes to Ba3 from B1 and assigned a Ba3 to the company's proposed $750 million senior unsecured note offering. The proposed notes will be used to refinance a portion of existing secured debt. The upgrades were driven by the progress integrating the Broadcast Network Solutions (BNS) business acquired from TE Connectivity in August 2015, debt repayment and expectation of solid performance and further de-leveraging. The ratings outlook is stable. RATINGS RATIONALE Leverage as of LTM December 31, 2016 is approximately 4.25x (excluding certain one-time costs). Leverage has the potential to decline to 3.7x over the next 18 months driven by debt paydowns and additional cost synergies from the BNS acquisition. Though the company is expected to remain acquisitive, its increasing scale and cash generating capability provide flexibility to fund future acquisitions and quickly repay debt used to fund them. The Ba2 corporate family rating reflects CommScope's scale, leading market positions across numerous carrier, cable and enterprise connectivity markets and cash flow generating capabilities offset by the company's debt level, acquisition appetite and end market volatility. The Ba2 rating also factors the company's leading positions across multiple end-markets including carrier based antenna systems, small-cell distributed antenna systems, structured cabling systems, coaxial cable systems, and fiber optic cabling and connectivity solutions and is considered the largest player in the majority of its markets. Leverage levels are high however given the frequency and severity of downturns in the connectivity industry and volatility in carrier spending patterns. Despite the volatility, CommScope has good cash flow generating capabilities in up and down cycles. While revenues can be volatile in any given year, the business is expected to grow modestly on an organic basis over the next several years, driven by growth in its wireless and fiber product lines. Growth in fiber products is expected to offset declines in copper based products over this period. The ratings could be upgraded if leverage is on track to fall below 3.5x or debt levels fall below $3.75 billion. While the rating accommodates the cyclical nature of the industry, ratings could be downgraded due to a significant deterioration in CommScope's core businesses or loss of market share. The ratings could also be downgraded if leverage is expected to remain above 4.5x on other than a temporary basis. CommScope is expected to have very good liquidity as reflected in the SGL-1 rating based on cash on hand of $428 million as of December 31, 2016 (78% of cash and cash equivalents were held outside of the U.S.), an undrawn $550 million asset based revolver ($441 million available as of December 31, 2016) and expectations of strong free cash flow over the next year. Issuer: CommScope Holding Company, Inc. Upgrades: -- Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD -- Corporate Family Rating, Upgraded to Ba2 from Ba3 Affirmations: -- Speculative Grade Liquidity Rating, Affirmed SGL-1 Issuer: CommScope Technologies LLC Upgrades: -- Senior Unsecured Bonds, Upgraded to Ba3(LGD4) from B1(LGD5) Assignments: -- $750m Senior Unsecured Notes, Assigned Ba3(LGD4) Issuer: CommScope, Inc. Upgrades: -- Senior Secured Term Loan B4, Upgraded to Baa3(LGD2) from Ba1(LGD2) -- Senior Secured 1st Lien Term Loan B, Upgraded to Baa3(LGD2) from Ba1(LGD2) -- Senior Secured Global Notes, Upgraded to Baa3(LGD2) from Ba1(LGD2) -- Senior Unsecured Global Notes, Upgraded to Ba3(LGD4) from B1(LGD5) Outlook Actions: Issuer: CommScope Holding Company, Inc. -- Outlook, Remains Stable CommScope Holding Company Inc. is the holding company for CommScope Inc., a leading global supplier of connectivity and infrastructure solutions for the wireless industry, telecom service and cable service providers as well as the enterprise market. CommScope's revenues were $4.9 billion in 2016. The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. COMMSCOPE HOLDING: S&P Rates $750MM Unsecured Notes 'BB-' --------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating to Hickory, N.C.-based telecommunications infrastructure solutions provider CommScope Holding Co. Inc.'s proposed 10-year $750 million unsecured notes. S&P also assigned its '4' recovery rating to the notes, indicating its expectation for average recovery (30%-50%, rounded estimate: 35%) in the event of payment default. The company intends to use the proceeds to redeem its $500 million secured notes due in 2020, repay its secured term loan due in 2018, and repay a portion of its secured term loan due in 2022. S&P will withdraw its ratings on the fully repaid instruments after the transaction closes. These ratings are higher than S&P's 'B+' issue-level and '5' recovery ratings on the company's existing unsecured debt. S&P placed the 'B+' rating on CreditWatch with positive implications and intend to raise this rating to 'BB-' (with a '4' recovery rating) after the transaction closes, due to the decreased mix of secured debt. The 'BB-' corporate credit rating reflects leverage in the high-3x area as of the fourth quarter of 2016, as well as cyclical wireless carrier demand and connectivity investment spending, partly offset by the company's leading market positions and its commitment to debt repayment until leverage is 3x or less. RECOVERY ANALYSIS Key analytical factors: -- S&P's simulated default scenario assumes a payment default in 2021 driven by reduced investment in communication infrastructure by large customers, and a declining commercial and residential construction market during a global downturn. S&P also assumes slower-than–expected adoption of advanced communications technologies in emerging markets and volatile commodity pricing. -- S&P values the company as a going concern because S&P believes its market position, intellectual property, and leading products would make it a viable business in the event of a payment default. -- S&P applied a 7x multiple to an estimated distressed emergence EBITDA of $423 million to estimate gross recovery value of about $3 billion. The multiple is higher than those that S&P uses for most U.S. technology hardware companies because of the company's market position, brand, and large scale. Simulated default assumptions: -- Simulated year of default: 2021 -- EBITDA at emergence: $423 million -- EBITDA multiple: 7x -- The asset-based lending (ABL) facility is 60% drawn at default. Simplified waterfall: -- Net enterprise value (after 5% administrative costs): $2.8 billion -- Valuation split (obligors/nonobligors): 55%/45% -- ABL facilities (priority claims): $339 million -- Collateral value available to secured lenders: $2 billion -- Secured debt claims: $1.1 billion -- Recovery expectations: 90%-100% (rounded estimate: 95%) -- Value available to unsecured lenders: $1.4 billion -- Senior unsecured debt claims: $3.6 billion -- Recovery expectations: 30%-50% (rounded estimate: 35%) All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors less priority claims plus equity pledge from nonobligors after nonobligor debt. RATINGS LIST CommScope Holding Co. Inc. Corporate Credit Rating BB-/Stable Ratings Affirmed; Placed on CreditWatch CommScope Technologies LLC Senior Unsecured B+/Watch Pos Recovery Rating 5 (25%) New Rating CommScope Technologies LLC Senior Unsecured $750mil sr notes due 2027 BB Recovery Rating 4 (35%) COSI INC: Trishield Special et al. Cease to be Shareholders ----------------------------------------------------------- Trishield Special Situations Master Fund Ltd., Trishield Capital Management LLC, Alan Jeffrey Buick Jr. and Robert L. Harteveldt disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2016, they do not beneficially own shares of common stock of Cosi, Inc. A full-text copy of the regulatory filing is available for free at: https://is.gd/zXoysF About Cosi Inc. Cosi, Inc., is an international fast-casual restaurant company featuring its crackly-crust flatbread and specializing in a variety of made-to-order hot and cold sandwiches, salads, bowls, breakfast wraps, "Squagels" (square bagels), melts, soups, flatbread pizzas, S'mores, snacks, deserts and a large offering of handcrafted, coffee-based, and specialty beverages. The company was first established in New York in 1996 and incorporated in Delaware in 1998. In 2002, Cosi became publicly traded company on the Nasdaq exchange under the symbol "COSI". Cosi and its subsidiaries filed Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 16-13704-MSH) on Sept. 28, 2016. The cases are assigned to Judge Melvin S. Hoffman. Prior to the petition date, the Debtors had 72 debtor-owned locations and 35 franchised locations and employed 1,555 people. The Debtors tapped Joseph H. Baldiga, Esq., and Paul W. Carey, Esq., at Mirick, O'Connell, DeMallie & Lougee, LLP, as counsel; DLA Piper LLP (US) as special counsel; The O'Connor Group as financial consultant; BDO USA, LLP, as auditor and accountant; and Randy Kominsky of Alliance for Financial Growth, Inc., as chief restructuring officer. The Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee is represented by Lee Harrington, Esq., at Nixon Peabody LLP. Deloitte Financial Advisory Services LLP serves as its financial advisor. COVANTA HOLDING: Moody's Assigns Ba3 Rating to $400MM Unsec. Notes ------------------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to Covanta Holding Corporation's $400 million of Senior Unsecured Notes. Covanta's Corporate Family Rating of Ba2 and the Probability of Default Rating of Ba2-PD are unchanged. Also, the company's speculative grade liquidity rating of SGL-3 is unchanged. Covanta's rating outlook is negative. RATINGS RATIONALE Covanta's ratings reflect the company's generally stable cash flows from the waste disposal and service revenues at its Energy-from-Waste (EfW) projects, which represent approximately 70% of consolidated revenues. The ratings also incorporate Covanta's strong operating performance across the portfolio and the high barriers to entry for most competing technologies. However, these factors are offset by Covanta's exposure to lower natural gas prices as well as wholesale power and metals markets, a levered capital structure, an aging fleet with increasing operating expenses, persistent challenges to expand the business, and a record of shareholder friendly actions. Covanta's operating cash flows have declined as a result of weakened commodity prices that impact the company's non-contracted segment of its revenue stream. The lower revenue coincided with an increase in its debt level to fund the construction of the new EfW facility in Dublin, Ireland, as well as the increased use of its revolver to fund the gaps between lower cash flow and higher dividends. The negative rating outlook reflects Moody's expectation that commodity prices, including natural gas, power and metal prices, are unlikely to improve materially over the next 12-18 months. As a result, Covanta's credit metrics are expected to be weaker and could fall below the levels appropriate for the Ba2 CFR. Covanta's key metrics will likely continue to be pressured as Covanta continues to increase its leverage to fund the Dublin project and draws further on its revolver for its internal cash needs. Rating Outlook Covanta's negative outlook is also based on the company's shareholder friendly activities, as it has maintained high dividends and pursued share buybacks in the face of declining revenues and margins from its wholesale power and metals segment. Liquidity Profile Covanta's SGL-3 rating is driven by the expectation that the company will maintain an adequate liquidity profile over the next 12 months. The company's operating cash flows are likely to be stable but lower, due to weakened wholesale energy and metals prices as well as higher capital expenditure. Covanta is likely to draw further from its revolver to make up for the funding gap. Moody's does not expect the company's negative free cash flow position to improve until 2018 when the Dublin project is fully operational. What Could Change the Rating -- Up Covanta's outlook could be stabilized if there is an improvement in its credit metrics such that its CFO pre-WC to debt increases to above 11% on a sustained basis during the construction of its new Dublin facility through 2017, and closer to the mid-teens level after that facility is completed and fully operational in 2018. Also, an unexpected improvement in natural gas and metal prices resulting in higher cash flow from its wholesale power and metals segments could lead to a stable outlook. What Could Change the Rating -- Down A downgrade could be considered if Covanta is unable to renew or extend its EfW project contracts at competitive terms; if its exposure to energy and metals markets continues to pressure earnings or increase volatility in cash flow; if leverage is significantly increased shareholder-friendly financial policies continue; if several key projects have extended outages; or there is a continued decline in the key financial metrics including CFO pre-WC to debt falling below 11% on a sustained basis. Significant investments in developing markets without a record of contract enforceability could result in additional downward pressure on the rating. Headquartered in Morristown, New Jersey, Covanta Holding Corporation is a developer, owner and operator of infrastructure for the conversion of waste to energy projects, as well as other waste disposal and renewable projection in the Americas, Europe and Asia. The principal methodology used in this rating was Unregulated Utilities and Unregulated Power Companies published in Octoober 2014. COVANTA HOLDING: S&P Rates New $400MM Sr. Unsecured Notes 'B' ------------------------------------------------------------- S&P Global Ratings said it assigned its 'B' issue-level rating and '6' recovery rating to Covanta Holding Corp.'s proposed issuance of $400 million senior unsecured notes. The '6' recovery rating reflects S&P's expectation of negligible (0%-10%; rounded estimate: 0%) recovery in the event of default. The company intends to use the proceeds to refinance its existing $400 million notes due 2020 and extend the maturity on the new issuance to 2025. The corporate credit rating on the company (BB-/Stable/--) is not affected. The merchant energy market remains challenging, with continued historically low spark spreads and low metals prices; however, construction on Covanta's Dublin facility continues to progress well and remains on schedule to achieve commercial operations date by the fourth quarter of 2017. S&P also notes that the company has contracted 90% of the waste supply for the Dublin facility, as expected. Ratings List Covanta Holding Corp. Corporate Credit Rating BB-/Stable/-- New Rating Senior Unsecured $400 mil senior notes due 2025 B Recovery Rating 6(0%) CTI BIOPHARMA: Appoints Adam Craig as CEO ----------------------------------------- On Feb. 27, 2017, CTI BioPharma Corp. announced that Adam Craig, M.D., Ph.D. was appointed by the Company's Board of Directors as President and Chief Executive Officer of the Company, and to serve as a member of the Company's Board of Directors, effective March 20, 2017. Richard L. Love, who has been serving as interim President and Chief Executive Officer of the Company since Oct. 2, 2016, will step down from his position as interim President and Chief Executive Officer effective March 20, 2017, but will continue to serve on the Board of Directors. The Employment Agreement provides for an initial term of five years from Dr. Craig's employment commencement date of March 20, 2017, with the term automatically renewing annually thereafter for an additional twelve months unless either party provides at least sixty days' advance notice of non-renewal. During his employment by the Company, Dr. Craig will receive an annual base salary of $550,000 and will have a target annual bonus level of 55% of base salary, both of which may be increased but not decreased in the Committee's sole discretion. Dr. Craig will be eligible to participate in the Company's employee benefit plans and will accrue four weeks paid time off per year. In addition, in connection with his appointment as President and Chief Executive Officer, the Employment Agreement provides that Dr. Craig will be granted stock options to purchase 1,200,000 shares of the Company's common stock at a per share price equal to the closing price of a share of the Company's common stock on The NASDAQ Stock Market on his employment commencement date. A full-text copy of the regulatory filing is available at: https://is.gd/SQcmZE About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- formerly known as Cell Therapeutics, Inc., is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a commercial presence in Europe and a late-stage development pipeline, including pacritinib, CTI's lead product candidate that is currently being studied in a Phase 3 program for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington, with offices in London and Milan under the name CTI Life Sciences Limited. CTI Biopharma reported a net loss attributable to common shareholders of $122.62 million on $16.11 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to common shareholders of $96.0 million on $60.07 million of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, CTI Biopharma had $76.48 million in total assets, $63.96 million in total liabilities and $12.51 million in total shareholders' equity. The Company's independent registered public accounting firm included an explanatory paragraph in its reports on its consolidated financial statements for each of the years ended Dec. 31, 2007, through Dec. 31, 2011, and for the year ended Dec. 31, 2014, regarding their substantial doubt as to the Company's ability to continue as a going concern. The Company said that although its independent registered public accounting firm removed this going concern explanatory paragraph in its report on our Dec. 31, 2015, consolidated financial statements, the Company expects to continue to need to raise additional financing to fund its operations and satisfy obligations as they become due. According to the Company, the inclusion of a going concern explanatory paragraph in future years may negatively impact the trading price of its common stock and make it more difficult, time consuming or expensive to obtain necessary financing, and the Company cannot guarantee that it will not receive such an explanatory paragraph in the future. CTI BIOPHARMA: Has $22.6-Mil. Net Fin'l Standing as of Jan. 31 -------------------------------------------------------------- Pursuant to a request from CONSOB, the Italian securities regulatory authority, CTI BioPharma Corp. issued a press release in Italy on Feb. 27, 2017 providing certain requested financial information for the month ended Jan. 31, 2017 and other information. BioPharma disclosed: Estimated and Unaudited Net Financial Standing Jan. 31, 2017 (in USD thousands) Cash and cash equivalents $45,450 Long-term obligations, current portion (609) Long-term debt, current portion (8,027) Estimated and unaudited net financial standing, current portion 36,814 Long-term obligations, less current portion (3,565) Long-term debt, less current portion (10,612) Estimated and unaudited net financial standing, less current portion (14,177) --------- Estimated and unaudited net financial standing $22,637 The total estimated and unaudited net financial standing of CTI Parent Company as of Jan. 31, 2017 was $22.6 million. A full-text copy of the Form 8-K regulatory filing is available at: https://is.gd/Cq9dZV About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- formerly known as Cell Therapeutics, Inc., is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a commercial presence in Europe and a late-stage development pipeline, including pacritinib, CTI's lead product candidate that is currently being studied in a Phase 3 program for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington, with offices in London and Milan under the name CTI Life Sciences Limited. CTI Biopharma reported a net loss attributable to common shareholders of $122.62 million on $16.11 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to common shareholders of $96.0 million on $60.07 million of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, CTI Biopharma had $76.48 million in total assets, $63.96 million in total liabilities and $12.51 million in total shareholders' equity. The Company's independent registered public accounting firm included an explanatory paragraph in its reports on its consolidated financial statements for each of the years ended Dec. 31, 2007, through Dec. 31, 2011, and for the year ended Dec. 31, 2014, regarding their substantial doubt as to the Company's ability to continue as a going concern. The Company said that although its independent registered public accounting firm removed this going concern explanatory paragraph in its report on our Dec. 31, 2015, consolidated financial statements, the Company expects to continue to need to raise additional financing to fund its operations and satisfy obligations as they become due. According to the Company, the inclusion of a going concern explanatory paragraph in future years may negatively impact the trading price of its common stock and make it more difficult, time consuming or expensive to obtain necessary financing, and the Company cannot guarantee that it will not receive such an explanatory paragraph in the future. CUMULUS MEDIA: U.S. Judge Rejects Refinancing Plan -------------------------------------------------- The American Bankruptcy Institute, citing Nate Raymond of Reuters, reported that U.S. District Judge Katherine Polk Failla in Manhattan rejected Cumulus Media Inc.'s bid to proceed with a refinancing plan that the second-largest U.S. radio network hoped would help reduce its $2.4 billion debt load, but was opposed by some lenders. According to the report, Judge Failla's decision came in a lawsuit the Atlanta-based company filed in December, accusing JPMorgan Chase & Co. of withholding consent to parts of its refinancing plan. In its lawsuit, Cumulus said that JPMorgan's actions in its role as administrative agent under a 2013 credit agreement had threatened a deal it reached with bondholders that would deleverage the company by up to $305 million, the report related. But JPMorgan and a group creditors who objected to the deal million of the company's loans disagreed and argued the transaction was not permitted under the credit agreement, a position Judge Failla adopted, the report further related. The lawsuit by Cumulus, which owns 447 radio stations, stemmed from its efforts to reduce its debt load, which includes $1.8 billion in secured loans and $610 million of unsecured senior notes due in 2019, the report added. Cumulus on Dec. 6 announced a plan to exchange the senior notes for a combination of stock and up to $305 million in secured debt borrowed through a $200 million revolving credit line, the report said. Cumulus said the deal would allow the company to retire the notes at a discount and avoid a "springing maturity" on the $1.8 billion in loans that occurs if more than $200 million of the notes are outstanding in January 2019, the report noted. The case is Cumulus Media Holdings Inc. et al v. JPMorgan Chase Bank, N.A., U.S. District Court, Southern District of New York, No. 16-09591. About Cumulus Media Atlanta, Georgia-based Cumulus Media Inc. -- http://www.cumulus.com/-- is a radio broadcasting company. The Company is also a provider of country music and lifestyle content through its NASH brand, which serves through radio programming, NASH Country Weekly magazine and live events. Its product lines include broadcast advertising, digital advertising, political advertising and non-advertising based license fees. Its broadcast advertising includes the sale of commercial advertising time to local, national and network clients. Its digital advertising includes the sale of advertising and promotional opportunities across its Websites and mobile applications. Its across the nation platform generates content distributable through both broadcast and digital platforms. Cumulus Media put AR Broadcasting Holdings Inc. and three other units to Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-13674) in 2011 after struggling to pay off debt that topped $97 million as of June 30, 2011. Cumulus Media reported a net loss attributable to common shareholders of $546 million on $1.16 billion of net revenue for the year ended Dec. 31, 2015, compared to net income attributable to common shareholders of $11.8 million on $1.26 billion of net revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Cumulus Media had $3.05 billion in total assets, $2.99 billion in total liabilities and $51.39 million in total stockholders' equity. * * * In December 2016, S&P Global Ratings lowered its corporate credit ratings on Cumulus Media Inc. and its subsidiary Cumulus Media Holdings Inc. to 'CC' from 'CCC'. The rating outlook is negative. "The downgrade follows Cumulus' announcement that it has offered to exchange its 7.75% senior notes due 2019 for debt and common stock in the company," said S&P Global Ratings' credit analyst Jeanne Shoesmith. In March 2016, Moody's Investors Service downgraded Cumulus Media Inc.'s Corporate Family Rating to 'Caa1' from 'B3' and Probability of Default Rating to 'Caa1-PD' from 'B3-PD'. Cumulus' 'Caa1' Corporate Family Rating reflects the company's excessive leverage with debt-to-EBITDA exceeding 9.5x (including Moody's standard adjustments) and Moody's revised expectation that debt-to-EBITDA will remain elevated over the next 12 months due to continued declines in network revenue and increased operating expenses more than offsetting the benefits from an expected increase in station group revenue and political ad sales in 2016. CYRUSONE LP: S&P Assigns 'BB' Rating on Proposed $450MM Sr. Notes ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '2' recovery rating to CyrusOne L.P. and CyrusOne Finance Corp.'s proposed $450 million senior unsecured notes due 2024 and $350 million senior unsecured notes due 2027. The '2' recovery rating indicates S&P's expectation for substantial (70%-90%; rounded estimate: 85%) recovery for lenders in the event of a payment default. The companies plan to use the proceeds from the debt issuance to repay the outstanding $475 million 6.375% unsecured notes due 2022 and the borrowings under the revolving credit facility that were used to partially finance the acquisition of two data centers from Sentinel Data Centers LLC (along with about $210 million in equity proceeds from a forward sale agreement entered into in August 2016). The companies are subsidiaries of CyrusOne Inc. RATINGS LIST CyrusOne Inc. Corporate Credit Rating BB-/Positive/-- New Ratings CyrusOne Finance Corp. CyrusOne L.P. Senior Unsecured $450 million notes due 2024 BB Recovery Rating 2 (85%) $350 million notes due 2027 BB Recovery Rating 2 (85%) DAKOTA PLAINS: North Star Partners Ceases to be 5% Shareholder -------------------------------------------------------------- North Star Partners, L.P., North Star Partners II, L.P., NS Advisors, LLC and Andrew R. Jones reported in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2016, they beneficially own less than 5% of the number of outstanding shares of any class of capital stock of Dakota Plains Holdings, Inc. A full-text copy of the regulatory filing is available for free at https://is.gd/QPvm2K About Dakota Plains Holdings, Inc. Dakota Plains Holdings, Inc. (NYSE MKT: DAKP) -- http://www.dakotaplains.com/--is an energy company operating the Pioneer Terminal transloading facility. The Pioneer Terminal is centrally located in Mountrail County, North Dakota, for Bakken and Three Forks related Energy & Production activity. Dakota Plains Holding and six of its wholly owned subsidiaries filed voluntary Chapter 11 petitions (Bankr. D. Minn. Lead Case No. 16-43711) on Dec. 20, 2016, initiating a process intended to preserve value and accommodate an eventual going-concern sale of Dakota Plains' business operations. The petitions were signed by Marty Beskow, CFO. The cases are assigned to Judge Michael E. Ridgway. At the time of the filing, Dakota Plains Holdings disclosed $3.08 million in assets and $75.38 million in liabilities. Baker & Hostetler LLP has been tapped as the Debtors' legal counsel. Ravich Meyer Kirkman McGrath Nauman & Tansey, A Professional Association serves as co-counsel. Canaccord Genuity Inc. serves as the Debtors' financial advisor and investment banker, Carlson Advisors as accountant, James Thornton as special purpose counsel. The U.S. Trustee has been unable to appoint an official unsecured creditors committee. DELCATH SYSTEMS: Renaissance Holds 7.29% Stake as of Dec. 31 ------------------------------------------------------------ In a Schedule 13G filed with the Securities and Exchange Commission, Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation reported that as of Dec. 31, 2016, they beneficially own 160,128 shares of common stock of Delcath Systems, Inc. representing 7.29 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/n32qBt About Delcath Systems Delcath Systems, Inc. is an interventional oncology Company focused on the treatment of primary and metastatic liver cancers. The Company's investigational product -- Melphalan Hydrochloride for Injection for use with the Delcath Hepatic Delivery System (Melphalan/HDS) -- is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. The Company has commenced a global Phase 3 FOCUS clinical trial for Patients with Hepatic Dominant Ocular Melanoma (OM) and a global Phase 2 clinical trial in Europe and the U.S. to investigate the Melphalan/HDS system for the treatment of primary liver cancer (HCC) and intrahepatic cholangiocarcinoma (ICC). Melphalan/HDS has not been approved by the U.S. Food & Drug Administration (FDA) for sale in the U.S. In Europe, its system has been commercially available since 2012 under the trade name Delcath Hepatic CHEMOSAT Delivery System for Melphalan (CHEMOSAT), where it has been used at major medical centers to treat a wide range of cancers of the liver. Delcath reported a net loss of $14.7 million in 2015, a net loss of $17.4 million in 2014 and a net loss of $30.3 million in 2013. As of Sept. 30, 2016, Delcath had $36.98 million in total assets, $32.49 million in total liabilities and $4.48 million in total stockholders' equity. Grant Thornton LLP, in New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has incurred recurring losses from operations and as of Dec. 31, 2015, has an accumulated deficit of $261 million. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DEVICE TECHNOLOGY: Moody's Assigns Ba2 Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service assigned Integrated Device Technology a Ba2 Corporate Family rating ("CFR"), a Ba2-PD Probability of Default rating ("PDR"), a Baa3 to the proposed senior secured term loan B, and an SGL-2 Speculative Grade Liquidity rating. The rating outlook is stable. The net proceeds of the new debt issuance, along with balance sheet cash, will be used to fund IDT's $250 million acquisition of GigPeak, Inc. (unrated), a supplier of optical interconnect and video transport technologies. RATINGS RATIONALE The Ba2 CFR reflects IDT's valuable intellectual property and strong market positions in certain niche analog semiconductor segments, as indicated by IDT's high gross margins, which Moody's expects will be sustained around 60% (Moody's adjusted) following the integration of GigPeak. The rating also reflects IDT's consistently positive free cash flow ("FCF") due to IDT's fab-lite manufacturing model, and IDT's conservative financial policy, as Moody's expects IDT to prioritize debt reduction, reducing debt to EBITDA (Moody's adjusted) towards 2.5x over the next year from nearly 3x debt to EBITDA (12 months ended January 1, 2017, pro forma for GigPeak, Moody's adjusted). Nevertheless, IDT needs to maintain a conservative financial policy given IDT's small revenue scale. With revenues of less than $850 million, IDT is small, with limited product diversification relative to the company's broad-based competitors in the analog semiconductor market, such as Analog Devices (A3/rating under review) and Texas Instruments (A1/stable), with revenues of over $3.5 billion and $13 billion, respectively, and who are able to offer customers a broader portfolio of analog products. Moreover, given the small revenue scale, IDT is characterized by customer and end market concentrations, which fuels revenue volatility, and also, in the case of customer concentration, limits IDT's negotiating leverage. The Baa3 rating on the proposed senior secured term loan reflects the collateral, comprised of a first priority lien on the company's assets, and large cushion of unsecured liabilities, including the $374 million convertible notes. IDT's SGL-2 speculative grade liquidity ("SGL") rating reflects IDT's good liquidity profile. Although IDT does not maintain access to a revolving credit facility, Moody's expects annual FCF to be in excess of $150 million annually and at least $150 million of cash to be maintained on the balance sheet. The stable rating outlook reflects Moody's expectation of mid to high single digit percentage revenue growth, FCF in excess of $150 million annually, and stable gross margins of around 60%. The outlook also incorporates Moody's expectation that IDT will integrate GigPeak into its operations over the next year without material disruption to operations. Moody's expects that IDT will prioritize debt reduction and will capture operating expense synergies, such that debt to EBITDA (Moody's adjusted) will decline towards 2.5x over the next year. The ratings could be upgraded if 1) IDT increases its scale and its customer and product diversification, and 2) the EBITDA margin (Moody's adjusted) approaches 30%, and 3) financial policy remains conservative, with leverage sustained below 2.5x debt to EBITDA (Moody's adjusted). The ratings could be downgraded if 1) revenue growth does not exceed low single digit percent level, suggesting a loss of market share, or 2) if gross margins decline below 55%, indicating a weakening of IDT's competitive position, or 3) IDT engages in more aggressive financial policy such that debt to EBITDA (Moody's adjusted) is sustained above 3x. The principal methodology used in these ratings was the Semiconductor Industry Methodology published in December 2015. Integrated Device Technology, Inc., based in San Jose, California, designs and develops high performance analog mixed signal semiconductors sold into the data center, communications, automotive, industrial and consumer end markets. Moody's expects revenue of about $800 million over the next year. Assignments: Issuer: Integrated Device Technology, Inc. -- Corporate Family Rating, Assigned Ba2 -- Probability of Default Rating, Assigned Ba2-PD -- Speculative Grade Liquidity Rating, Assigned SGL-2 -- Senior Secured First Lien Term Loan B, Assigned Baa3, LGD2 Outlook Actions: Issuer: Integrated Device Technology, Inc. -- Outlook, Stable DEWEY & LEBOEUF: Former Director Gets Star Witness' Plea Deal ------------------------------------------------------------- Andrew Strickler, writing for Bankruptcy Law360, reports that Judge Robert Stolz handed to Rita Glavin, Esq., the attorney for former Dewey & LeBoeuf LLP Executive Director Stephen DiCarmine, a folder containing on documents surrounding the plea deal of the government's star witness, the firm's former finance director, over the objections of prosecutors. According to Law360, the second Dewey fraud trial remained paused Tuesday. Stewart Bishop, writing for Bankruptcy Law360, relates that the attorneys for Mr. DiCarmine and former Dewey & LeBoeuf LLP Chief Financial Officer Joel Sanders argued with prosecutors for the Manhattan district attorney's office over the weekend about a defense subpoena for information regarding a sweetened deal for the key cooperator in the ongoing criminal saga. Mr. DiCarmine's legal team issued a subpoena for documents to an attorney for former Dewey Finance Director Frank Canellas about his revamped plea agreement. About Dewey & LeBoeuf Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) in 2012 to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf LLP operated as a prestigious, New York City- based, law firm that traced its roots to the 2007 merger of Dewey Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird -- and LeBoeuf, Lamb, Green & MacCrae LLP originally founded in 1929. In recent years, more than 1,400 lawyers worked at the firm in numerous domestic and foreign offices. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension Benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. FTI Consulting, Inc., was appointed secured lender trustee for the Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A. Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at Togut, Segal & Segal LLP, serve as counsel to the Liquidation Trustee. Dewey's liquidating Chapter 11 plan was approved by the bankruptcy court in February 2013 and implemented in March. The plan created a trust to collect and distribute remaining assets. The firm estimated that midpoint recoveries for secured and unsecured creditors under the plan would be 58.4 percent and 9.1 percent, respectively. DIGNITY & MERCY: Seeks to Hire Myles CPA Firm as Accountant ----------------------------------------------------------- Dignity & Mercy, Adult Day Services, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Mississippi to hire an accountant. The Debtor proposes to hire The Myles CPA Firm, PLLC to prepare its tax returns and financial reports, and provide other accounting services related to its Chapter 11 case. Wayne Myles, a certified public accountant, will charge a monthly rate of $350 for his services. Myles CPA Firm does not hold any interest adverse to the Debtor or any of its creditors, according to court filings. The firm can be reached through: Wayne Myles The Myles CPA Firm, PLLC 2604 W. Main St., Suite A Tupelo, MS 38801 About Dignity & Mercy Dignity & Mercy, Adult Day Services, LLC filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 16-13975) on November 8, 2016, and is represented by Kevin F. O'Brien, Esq., in Southaven, Mississippi. The petition was signed by Tamekia R. Jackson, member. At the time of filing, the Debtor had $1 million to $10 million in estimated assets and $1 million to $10 million in estimated liabilities. A list of the Debtor's 17 unsecured creditors is available for free at http://bankrupt.com/misc/msnb16-13975.pdf DIGNITY & MERCY: Taps O'Brien Law Firm as Legal Counsel ------------------------------------------------------- Dignity & Mercy, Adult Day Services, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Mississippi to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire O'Brien Law Firm, LLC to give advice regarding its duties under the Bankruptcy Code, negotiate with creditors, assist in the preparation of a bankruptcy plan, and provide other legal services. Kevin O'Brien, Esq., will charge an hourly rate of $275 while paralegals will charge $80 per hour. O'Brien Law Firm does not hold any interest adverse to the Debtor or any of its creditors, according to court filings. The firm can be reached through: Kevin F. O'Brien, Esq. O'Brien Law Firm, LLC 630 Goodman Road East, Suite 5 Southaven, MS 38671 Tel: 662-349-3339 Email: obrienlawfirm0056@gmail.com About Dignity & Mercy Dignity & Mercy, Adult Day Services, LLC filed a Chapter 11 petition (Bankr. N.D. Miss. Case No. 16-13975) on November 8, 2016, and is represented by Kevin F. O'Brien, Esq., in Southaven, Mississippi. The petition was signed by Tamekia R. Jackson, member. At the time of filing, the Debtor had $1 million to $10 million in estimated assets and $1 million to $10 million in estimated liabilities. A list of the Debtor's 17 unsecured creditors is available for free at http://bankrupt.com/misc/msnb16-13975.pdf DIOCESE OF NEW ULM: Case Summary & 19 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: The Diocese of New Ulm 1421 Sixth Street N New Ulm, MN 56073 Case No.: 17-30601 Chapter 11 Petition Date: March 3, 2017 Court: United States Bankruptcy Court District of Minnesota (St Paul) Judge: Hon. Robert J Kressel Debtor's Counsel: James L. Baillie, Esq. FREDRIKSON & BYRON P.A. 200 South Sixth Street, Suite 4000 Minneapolis, MN 55402 Tel: 612-492-7013 E-mail: jbaillie@fredlaw.com - and - James C. Brand, Esq. FREDRIKSON & BYRON P.A. 200 S Sixth Ste 4000 Minneapolis, MN 55402-1425 Tel: 612-492-7408 E-mail: jbrand@fredlaw.com - and - Steven R. Kinsella, Esq. FREDRIKSON & BYRON P.A. 200 South Sixth Street, Suite 4000 Minneapolis, MN 55402-1425 612-492-7244 E-mail: skinsella@fredlaw.com - and - Sarah M. Olson, Esq. FREDRIKSON & BYRON P. A. 200 S 6th Street, Suite 4000 Minneapolis, MN 55402 Tel: 612-492-7452 E-mail: solson@fredlaw.com Debtor's Co-Counsel: James R. Murray, Esq. BLANK ROME LLP 1825 Eye St NW Washington, DC 20006 Tel: 202-420-3409 E-mail: jmurray@blankrome.com - and - James Carter, Esq. BLANK ROME LLP 1825 Eye ST NW Washington, DC 20006 Tel: 202-420-2200 E-mail: JSCARTER@BLANKROME.COM - and - Jared Zola, Esq. BLANK ROME LLP 1825 Eye ST NW Washington, DC 20006 Tel: 212-885-5000 E-mail: JZOLA@BLANKROME.COM Estimated Assets: $10 million to $50 million Estimated Debts: $0 to $50,000 The petition was signed by Monsignor Douglas L. Grams, vice general. Debtor's List of 19 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Claimant 010 Potential Tort $0 c/o Jeff Anderson and Assoc. Claimant 366 Jackson Street, Suite 100 Saint Paul, MN 55101 Claimant 030 Potential Tort $0 c/o Jeff Anderson and Assoc. Claimant 366 Jackson Street, Suite 100 Saint Paul, MN 55101 Claimant 037 Potential Tort $0 c/o Jeff Anderson and Assoc. Claimant 366 Jackson Street, Suite 100 Saint Paul, MN 55101 Claimant 038 Potential Tort $0 c/o Jeff Anderson and Assoc. Claimant 366 Jackson Street, Suite 100 Saint Paul, MN 55101 Claimant 057 Potential Tort $0 c/o Jeff Anderson and Assoc. Claimant 366 Jackson Street, Suite 100 Saint Paul, MN 55101 Claimant 059 Potential Tort $0 c/o Jeff Anderson and Assoc. Claimant 366 Jackson Street, Suite 100 Saint Paul, MN 55101 Claimant 060 Potential Tort $0 c/o Jeff Anderson and Assoc. Claimant 366 Jackson Street, Suite 100 Saint Paul, MN 55101 Claimant 061 Potential Tort $0 c/o Jeff Anderson and Assoc. Claimant 366 Jackson Street, Suite 100 Saint Paul, MN 55101 Claimant 062 Potential Tort $0 c/o Jeff Anderson and Assoc. Claimant 366 Jackson Street, Suite 100 Saint Paul, MN 55101 Claimant 063 Potential Tort $0 c/o Jeff Anderson and Assoc. Claimant 366 Jackson Street, Suite 100 Saint Paul, MN 55101 Claimant 107 Potential Tort $0 c/o Patrick Noaker Claimant Law Firm 333 Washington Avenue N. Ste 329 Minneapolis, MN 55401 Claimant 109 Potential Tort $0 c/o Patrick Noaker Claimant Law Firm 333 Washington Avenue N. Ste 329 Minneapolis, MN 55401 Claimant 111 Potential Tort $0 c/o Patrick Noaker Claimant Law Firm 333 Washington Avenue N. Ste 329 Minneapolis, MN 55401 Claimant 122 Potential Tort $0 c/o Patrick Noaker Claimant Law Firm 333 Washington Avenue N. Ste 329 Minneapolis, MN 55401 Claimant 125 Potential Tort $0 c/o Patrick Noaker Claimant Law Firm 333 Washington Avenue N. Ste 329 Minneapolis, MN 55401 Claimant 116 c/o Potential Tort $0 Leander James Claimant James Veron Weeks P.A. 1626 Lincoln Way Coeur D Alene, ID 83814 Claimant 117 c/o Potential Tort $0 Leander James Claimant James Vernon Weeks P.A. 1626 Lincoln Way Coeur D Alene, ID 83814 Claimants 72, 73, 74, Potential Tort $0 77, 78, 79, 80, 81, 82, Claimant 83, 122, 124, 125, 126, 128, 129, 131, 132, 133, 134, 135, 137, 143, 146, 147, 155, 157, 158, 172, 294, 295, 296, 300, 301, 315, 316, 317, 318, 377, 378, A-398, A-400, 423, 424, 425, 456, 466, 476, 501, 502, 503, 504, 511, 512, 513, 514, 541, 546, 559, 563, 571, 572, 573, 574, & 576 c/o Jeff Anderson and Assoc. 366 Jackson Street, Suite 100 Saint Paul, MN 55101 Claimants 127, 128, Potential Tort $0 130, 135, 138, 141, Claimant A-019, A-064, A-125, A-128, A-140, A-212, A-336, A-367, A-373, A-429, A-435, A-441 c/o Patrick Noaker Law Firm 333 Washington Avenue N. Ste 329 Minneapolis, MN 55401 DISTRIBUTION INTERNATIONAL: S&P Lowers CCR to 'CCC+' ---------------------------------------------------- S&P Global Ratings said it lowered its corporate credit rating on Houston-based Distribution International Inc. to 'CCC+' from 'B'. The rating outlook is stable. Distribution International's (DI) credit measures deteriorated (with adjusted debt to EBITDA of about 12x in 2016) due to lower-than-expected sales caused by weak oil and gas servicing end markets. At the same time, S&P lowered its issue-level rating on the company's $215.5 million first-lien term loan due 2021 to 'CCC+' from 'B' and S&P's issue-level rating on the company's $113 million (as originally issued; $98 million currently outstanding as of December 2016) second-lien term loan due 2022 to 'CCC-'from 'CCC+'. The recovery rating on the first-lien loan is '3' indicating S&P's expectation of meaningful (50% to 70%, rounded estimate: 50%) recovery in the event of a payment default. The recovery rating on the second-lien loan is unchanged at '6', indicating S&P's expectation of negligible (0% to 10%, rounded estimate: 0%) recovery in the event of a payment default. The company has a $110 million asset-based lending (ABL) facility due 2019, which S&P do not rate. "The stable outlook reflects our expectation that the company has sufficient liquidity to meet its financial obligations in the next 12 months and we expect cash flow to be at or slightly below break-even for the year (after capital expenditures)," said S&P Global Ratings credit analyst Vania Dimova. S&P could lower the rating if DI's cash flows deteriorate further such that the company is not able to cover its fixed charges or the availability under the ABL becomes limited. S&P could also lower the rating if the company pursues an exchange offer or similar restructuring that S&P views as distressed. S&P could raise the rating if industry fundamentals exceeded its expectations, resulting in better adequate liquidity and operating performance such that leverage declined below 8x and FFO to debt increased above 12% and both were sustained at these levels. S&P could also raise its rating in the longer term if acquisitions cause a material change in the business risk profile such that the EBITDA margins improve materially and the geographic footprint increases beyond its current state. DYNEGY INC: Posts Net Loss of $1.24 Billion for 2016 ---------------------------------------------------- Dynegy Inc. on Feb. 23, 2017, reported a net loss for 2016 of $1.24 billion, compared to net income of $50 million for 2015. The year-over-year decrease was primarily driven by asset impairments related to the Baldwin, Newton and Stuart plants in 2016 and a second quarter 2015 deferred tax valuation allowance reversal which benefited 2015, but did not reoccur in 2016. This decrease was partially offset by the first quarter 2016 contribution from the Duke and EquiPower plants acquired in April 2015. The Company reported 2016 consolidated Adjusted EBITDA of $1,007 million, compared to $850 million for 2015. The $157 million increase was primarily due to full-year contributions from the Duke and EquiPower plants in 2016 versus nine months in 2015. Partially offsetting this benefit were lower energy margins, net of hedges, across the majority of the segments primarily due to mild temperatures in the first quarter 2016 and lower capacity revenues at the PJM and NY/NE segments as a result of lower capacity prices. The Company reported a fourth quarter 2016 net loss of $180 million, compared to a net loss of $134 million for 2015. The quarter-over-quarter change was primarily driven by Genco reorganization items, primarily due to the write-off of the remaining unamortized discount related to the Genco bonds. The Company reported fourth quarter 2016 consolidated Adjusted EBITDA of $219 million, compared to $222 million for the fourth quarter 2015 as improved energy margins, net of hedges, and lower O&M costs at the PJM and MISO segments were offset by lower energy and capacity revenues in the NY/NE and PJM segments. "The ENGIE acquisition solidified the transformation of our wholesale generation business we began in 2013. We have built the most efficient and lowest-cost platform in the industry while migrating our portfolio to a gas-dominated fleet in the ERCOT, NE-ISO and PJM markets. Our portfolio today has the longevity required for success," said Dynegy President and Chief Executive Officer Robert C. Flexon. "Looking ahead to 2017, our efforts are aimed at optimizing our portfolio in conjunction with improving our balance sheet and capital structure and [Mon]day's announcement with LS Power is a step in that direction," Mr. Flexon continued. "In keeping with our integration track record, we now expect to deliver $120 million in synergies related to the ENGIE acquisition, a step up from our initial $90 million estimate." Segment Review of Results Year-over-Year PJM - The 2016 operating income was $414 million, compared to $423 million for 2015. The change was due to lower capacity revenues, non-cash mark-to-market losses on derivatives, higher O&M costs and 2016 impairment charges. Partially offsetting this was the full-year contribution of the Duke and EquiPower plants acquired in April 2015. Adjusted EBITDA totaled $757 million during 2016 compared to $649 million in 2015, primarily due to the positive impact of the Duke and EquiPower plants which was partially offset by lower capacity prices and higher planned outage O&M costs. NY/NE - The 2016 operating loss was $29 million, compared to $56 million for 2015. The change was attributable to a full-year 2016 contribution from the EquiPower plants versus nine months of 2015, lower impairment charges, lower depreciation due to a 2015 impairment and non-cash mark-to-market gains on derivatives. Adjusted EBITDA totaled $171 million in 2016 compared to $175 million in 2015. MISO - The 2016 operating loss was $745 million, compared to a loss of $92 million in 2015, due to higher impairment charges. Adjusted EBITDA totaled $27 million for both 2016 and 2015. IPH - The 2016 operating loss was $87 million, compared to 2015 operating income of $49 million as higher capacity revenues and lower O&M costs were offset by higher 2016 impairment charges. Adjusted EBITDA totaled $102 million in 2016, compared to $77 million in 2015 due to higher capacity revenues and lower O&M costs from fewer planned outages. CAISO - The 2016 operating loss was $5 million, compared to $8 million for 2015 as a result of lower energy margin, net of hedges. Adjusted EBITDA totaled $59 million in 2016 compared to $44 million in 2015, primarily due to higher capacity revenues and a supplier settlement. Segment Review of Results Quarter-over-Quarter PJM - The fourth quarter 2016 operating income was $137 million, compared to $101 million for the fourth quarter 2015. The increase was due to higher energy margin, net of hedges, and non-cash mark-to-market gains on derivatives, partially offset by lower capacity revenues. Adjusted EBITDA totaled $181 million in 2016 versus $171 million in 2015 as lower O&M and higher retail margins benefited results. NY/NE - The fourth quarter 2016 operating loss was $7 million, compared to $55 million for the fourth quarter 2015 due to lower impairment charges and non-cash mark-to-market gains on derivatives, partially offset by lower energy margin, net of hedges. Adjusted EBITDA totaled $29 million in 2016 compared to $56 million in 2015 primarily due to lower energy margins, net of hedges. MISO - The fourth quarter 2016 operating loss was $42 million, compared to $28 million for the fourth quarter 2015. The decrease was due to lower energy margin, net of hedges, and non-cash mark-to-market losses on derivatives. Adjusted EBITDA increased to $8 million in 2016 compared to ($1) million in 2015 primarily due to lower O&M expense from fewer planned outages. IPH - The fourth quarter 2016 operating income was zero, compared to $10 million for the fourth quarter 2015 primarily due to higher O&M costs. Adjusted EBITDA was $20 million in 2016 and $16 million in 2015. CAISO - The fourth quarter 2016 operating loss was $5 million, compared to $6 million for the fourth quarter 2015. Adjusted EBITDA in 2016 was $14 million versus $12 million in 2015 primarily due to higher capacity revenues in the most recent period. Consolidated Cash Flow The Company states, "Cash provided by operations for the full year of 2016 was $676 million. During the full year 2016, our power generation facilities and retail operations provided cash of $1.02 billion. Corporate and other activities used cash of $557 million primarily for interest payments on various debt agreements of $538 million and acquisition-related costs of $19 million. In addition, changes in working capital and other provided cash of $216 million during the period." "Cash used in investing activities totaled $2.15 billion for the full year of 2016. During the period, restricted cash increased by $2.0 billion from proceeds from the tranche C term loan being held in escrow for the ENGIE acquisition and $21 million related to the original issuance discount and interest income. Additionally, we paid $326 million in capital expenditures, received $176 million from asset sales, received $14 million in distributions from our unconsolidated investment in Elwood and received $10 million in proceeds from an insurance claim. "Cash provided by financing activities totaled $2.74 billion for the full year of 2016 primarily due to $2 billion in proceeds related to the tranche C term loan, $750 million in proceeds from our 2025 bonds, $443 million in net proceeds from our tangible equity units and $198 million of proceeds related to our forward capacity agreement. This was partially offset by $18 million in financing costs related to our debt issuances, $550 million in voluntary repayments associated with our tranche B-2 term loan, $39 million in other scheduled debt payments, $22 million in dividend payments on our preferred stock and $17 million in interest rate swap settlement payments." Recent Developments Portfolio Changes Dynegy has reached an agreement to sell two peaking facilities in PJM to LS Power for $480 million in cash. The assets to be sold include the Armstrong and Troy facilities totaling 1,269 MW. Proceeds will be used for debt reduction. Dynegy reached an agreement with AEP to realign and consolidate the ownership of the Conesville and Zimmer Power Stations in Ohio. Dynegy agreed to sell its 40% ownership interest (312 MW) in Conesville Power Station and acquire AEP's 25.4% ownership interest in Zimmer. No additional consideration will be paid to either party, however AEP will return a $58 million letter of credit previously posted by Dynegy to AEP. As a result, Dynegy will own 71.9% (971 MW) of the Company-operated Zimmer Power Station, a reliable and fully controlled coal plant and will no longer have an ownership interest in Conesville. The overall capacity for the Conesville and Zimmer generating stations is 780 MW and 1,350 MW, respectively. Our co-owner of Killen Station, AES, is involved in an Electric Security Plan proceeding in Ohio in which AES has reached a settlement that, if approved, includes a plan to retire the Killen Station. Dynegy has agreed with AES to retire that plant by mid-2018. The Stuart Power Station, jointly owned by Dynegy, AES, and AEP, is also under advanced review for potential retirement. If both retirements occur, 2,900 MW of baseload coal generation would leave PJM. Dynegy continues to look to optimize its ownership structure in jointly owned units, Miami Fort and Zimmer Power Stations. Genco Restructuring Genco emerged from its prepackaged Chapter 11 restructuring on February 2, 2017. As a result, Genco's $825 million in unsecured bonds were eliminated. Participating bondholders exchanged $757 million in bonds thus far for $113 million in cash, $182 million in new Dynegy unsecured bonds due 2024 and 8.7 million seven-year warrants for Dynegy Inc. common stock with a strike price of $35. Bondholders who did not participate have 165 days post-emergence to file a claim and receive consideration, after which time their claim will be permanently extinguished. As a result of the restructuring, Dynegy's annual consolidated interest expense has been reduced by approximately $45 million. At year end, IPH had $84 million in cash on hand and $79 million in cash collateral posted, providing Dynegy with more than sufficient funding to pay bondholders. Upon return of all previously posted cash collateral and payment of advisor fees, approximately $38 million of cash will be retained by Dynegy. ENGIE On February 7, Dynegy completed its acquisition of ENGIE's US portfolio. Dynegy repriced its term loan C resulting in approximately $100 million in interest savings over the next seven years. The Company also upsized the loan by $224 million to refinance the existing term loan B due in 2020, extending the maturity by four years to 2024. Simultaneous with closing, Dynegy upsized its liquidity facilities by $170 million to $1.65 billion and extended the maturity date on $450 million in existing revolver capacity from 2018 to 2021. Separately, Dynegy has increased ENGIE synergy targets from $90 million to $120 million with 75% of the synergies secured at closing and a full 90% to be achieved by year end 2017. PRIDE PRIDE Energized (Producing Results through Innovation by Dynegy Employees) launched in early 2016 with goals of $250 million in EBITDA contributions and $400 million in balance sheet improvements by the end of 2018. Through the end of 2016, Dynegy achieved $150 million in contributions to EBITDA and $422 million in balance sheet improvements, reaching all balance sheet goals two years ahead of schedule. About Dynegy Inc. Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE: DYN) -- http://www.dynegy.com/-- produces and sells electric energy, capacity and ancillary services in key U.S. markets. The power generation portfolio consists of approximately 12,200 megawatts of baseload, intermediate and peaking power plants fueled by a mix of natural gas, coal and fuel oil. Dynegy Holdings LLC and four other affiliates of Dynegy Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-38111) on Nov. 7, 2011, to implement an agreement with a group of investors holding more than $1.4 billion of senior notes issued by Dynegy's direct wholly-owned subsidiary, Dynegy Holdings, regarding a framework for the consensual restructuring of more than $4.0 billion of obligations owed by DH. If this restructuring support agreement is successfully implemented, it will significantly reduce the amount of debt on the Company's consolidated balance sheet. Dynegy Holdings disclosed assets of $13.77 billion and debt of $6.18 billion. Dynegy Inc. on July 6, 2012, filed a voluntary petition to reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to effectuate a merger with Dynegy Holdings, pursuant to Holdings' Chapter 11 plan. Dynegy Holdings and its parent, Dynegy Inc., completed their Chapter 11 reorganization and emerged from bankruptcy Oct. 1, 2012. Under the terms of the DH/Dynegy Plan, DH merged with and into Dynegy, with Dynegy, Inc., remaining as the surviving entity. Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy Danskammer, L.L.C. and Dynegy Roseton, L.L.C., won confirmation of their plan of liquidation in March 2013, allowing the former operating units of Dynegy to consummate a settlement agreement resolving some lease trustee claims and sell their facilities. * * * The Troubled Company Reporter, on June 20, 2016, reported that S&P Global Ratings affirmed its 'B+' corporate credit rating on Dynegy Inc. The outlook is stable. Additionally, S&P is assigning a 'BB' rating and '1' recovery rating to the proposed senior secured term loan B. The '1' recovery rating indicates expectations for very high (90%-100%) recovery in the event of a payment default. E. ALLEN REEVES: Taps Ciardi Ciardi & Astin as Legal Counsel ------------------------------------------------------------ E. Allen Reeves, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to hire legal counsel. The Debtor proposes to hire Ciardi Ciardi & Astin, P.C. to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. The hourly rates charged by the firm are: Albert Ciardi, III $515 Jennifer McEntee $350 Stephanie Frizlen $120 Albert Ciardi, III, Esq., disclosed in a court filing that he and other members of his firm do not hold any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Albert A. Ciardi, III, Esq. Ciardi Ciardi & Astin, P.C. One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Tel: (215) 557-3550 Fax: 215-557-3551 Email: aciardi@ciardilaw.com About E. Allen Reeves E. Allen Reeves, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 17-11354) on February 27, 2017. The petition was signed by Robert N. Reeves, Jr., president. The case is assigned to Judge Ashely M. Chan. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. EAGAN AVENATTI: Involuntary Chapter 11 Case Summary --------------------------------------------------- Alleged Debtor: Eagan Avenatti LLP 520 Newport Center Drive #1400 New Port Beach, CA 92660 Case Number: 17-01329 Type of Business: Law Firm Involuntary Chapter 11 Petition Date: March 1, 2017 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Judge: Hon. Karen S. Jennemann Petitioner's Counsel: Pro Se Petitioner Nature of Claim Claim Amount ---------- --------------- ------------ Gerald Tobin Lack of Payment $28,700 2014 Edgewater Drive #169 Orlando, FL 32804 407-367-8631 EAST COAST FOODS: Wants OK for Hope & IRS Cash Collateral Use Pacts ------------------------------------------------------------------- Bradley Dl Sharp, the Chapter 11 Trustee for East Coast Foods, Inc., asks the U.S. Bankruptcy Court for the Central District of California to approve the stipulation for use of cash collateral of Bank of Hope, A California Corporation, as successor-in-interest to Wilshire Bank, A California Corporation, and the stipulation for use of cash collateral of Internal Revenue Service. A hearing to consider the approval of the Stipulations will be held on March 8, 2017, at 11:00 a.m. Prior to the Chapter 11 Trustee's appointment, the Debtor and the Lender had entered into stipulations for cash collateral use which were approved by the Court. The last cash collateral stipulation between the Debtor and the Lender expired as of July 31, 2016, but was subject to extension by mutual agreement of the parties without need for further court order. Since that time, the Chapter 11 Trustee was appointed, constituting an event of default under a prior stipulation. Nevertheless, the Chapter 11 Trustee has been making regular adequate protection payments under the prior stipulation, and the parties have remained in agreement regarding the continued use of cash collateral. To formalize their cash collateral agreement, and after arm's-length negotiations, the Chapter 11 Trustee and Lender have executed the Hope Stipulation, providing for the terms under which the estate will be allowed to continue its use of cash collateral. The Chapter 11 Trustee asks the Court to approve that stipulation. The Debtor and IRS didn't have a prior agreement regarding the use of cash collateral. However, the Chapter 11 Trustee and IRS have now entered into the IRS Stipulation for the continued use by the estate of cash collateral. The Chapter 11 Trustee also seeks approval of the stipulation. The Chapter 11 Trustee requires the continued use of cash collateral to operate the Debtor's business as a going concern. Because both of the secured creditors consent to the use of cash collateral, good cause exists for the Court to approve the two stipulations and authorize the continued use of cash collateral by the estate. A copy of the Debtor's request for approval of the stipulations is available at http://bankrupt.com/misc/cacb16-13852-489.pdf About East Coast Foods East Coast Foods Inc., a California corporation, is the owner and operator of four Roscoe' Chicken N' Waffles restaurants in Los Angeles area. East Coast Foods sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 16-13852) on March 25, 2016. The petition was signed by Herbert Hudson, president. The Debtor is represented by Vakhe Khodzhayan, Esq., at KG Law, APC. The case is assigned to Judge Sheri Bluebond. The Debtor estimated assets of $0 to $50,000 and debts of $10 million to $50 million. The Office of the U.S. Trustee on April 29 appointed five creditors of East Coast Foods, Inc., to serve on the official committee of unsecured creditors. Bradley D. Sharp was appointed Chapter 11 trustee of the Debtor's estate on Sept. 28, 2016. EASTERN OUTFITTERS: CVS Pharmacy Objects to Bid Procedures ---------------------------------------------------------- Lease guarantor CVS Pharmacy, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware a limited objection to Eastern Outfitters, LLC, et al.'s motion for approval of proposed bid procedures with respect to a potential sale of substantially all of the Debtors' assets to Sportsdirect.com Retail Ltd. or its assigns. As reported by the Troubled Company Reporter on Feb. 16, 2017, the Debtors asked the Court to authorize the bidding procedures and Stalking Horse APA in connection with the sale of substantially all assets to Sportsdirect.com Retail Ltd. for (i) a cash equal to $500,000, as the same may be increased as mutually agreed by the parties; (ii) a credit bid of (a) the outstanding DIP Financing Obligations and (b) a portion of the second lien financing obligations held by the buyer and its affiliates equal to $29 million; (iii) the payoff in full by the Buyer of all of the outstanding first lien financing obligations, if any, in accordance with the first lien financing and each applicable intercreditor agreement; and (iv) the assumption by the buyer of the assumed liabilities, subject to higher and better offers. CVS Pharmacy says that it generally supports the proposed sale and bid procedures, provided that the proposed sale, and the proposed buyer, are real. "However, certain changes are required to the proposed Bid Procedures so that the true nature of the proposed stalking horse bid can be understood and so that CVS and non-debtor contract and lease parties can effectively protect their interests," CVS Pharmacy states. CVS Pharmacy complains that, among other things: a. while the Debtors have suggested that the stalking horse is acquiring substantially all of the Debtors' assets and that the proposed sale is saving 1,900 jobs, the stalking horse has not committed to accept assignment of any particular non-residential real property lease and CVS Pharmacy is concerned that the suggestion of a "going concern" sale may be illusory; b. CVS Pharmacy is an alleged guarantor of certain leases that the Debtors may seek to assume and assign or reject, it has an active interest in understanding the Debtors' intentions with respect to the leases and whether the proposed assignee for any of the leases can uphold its obligations thereunder. The Debtors should therefore send any sale-related notices to CVS Pharmacy, including but not limited to the sale notice, the cure notice, the assumption notice and the rejection notice, so that it can remain apprised of the status and outcome of the sale process and take any steps necessary to protect its interests. CVS Pharmacy objects to the Bid Procedures Motion to the extent it is not included as a notice party for the notices; and c. under the proposed schedule, CVS Pharmacy and the non- debtor lease parties will not receive notice of the identity of potential assignees and adequate assurance information until March 22, 2017, which is only two days before the proposed sale hearing, an insufficient time period for CVS Pharmacy and others to assimilate and evaluate the adequate assurance information for both the prevailing bidder and the back up bidder and, if necessary, prepare and present an objection. CVS Pharmacy has a vested interest in ensuring that Sportsdirect, Newco, or any other prevailing bidder is adequately capitalized so as to uphold its obligations under any assumed and assigned leases, and requires a meaningful opportunity to review adequate assurance information in advance of the sale hearing to ensure that its rights and interests are protected. A copy of the Objection is available at: http://bankrupt.com/misc/deb17-10243-141.pdf About Eastern Outfitters Headquartered in Meriden, Connecticut, Eastern Outfitters, LLC, is the holding company of outdoor sports apparel and equipment retailers Bob's Stores and Eastern Mountain Sports. Eastern Outfitters, LLC, a/k/a Subortis Retail Group, LLC, along with affiliates, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 17-10243) on Feb. 5, 2017. The petitions were signed by Mark Walsh, chief executive officer. Judge Laurie Selber Silverstein presides over the cases. Eastern Outfitters, Subortis IP Holdings, and Eastern Mountain Sports each estimated its assets and liabilities at between $100 million and $500 million each. Robert G Burns, Esq., Jennifer Feldsher, Esq., and David M Riley, Esq., and Mark E. Dendinger, Esq., at Bracewell LLP serve as the Debtors' restructuring counsel. Norman L. Pernick, Esq., Marion M Quirk, Esq., and Katharina Earle, Esq., at Cole Schotz P.C. serve as the Debtors' Delaware counsel. Alixpartners, LLP, is the Debtors' turnaround advisor. Lincoln Partners Advisors LLC is the Debtors' financial advisor. Kurtzman Carson Consultants is the Debtors' claims and noticing agent. EFT HOLDINGS: Will File Dec. 31 Form 10-Q Within Extension Period ----------------------------------------------------------------- EFT Holdings, Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its quarterly report on Form 10-Q for the period ended Dec. 31, 2016. The Company said the compilation, dissemination and review of the information required to be presented in the Quarterly Report on the Form 10-Q for the relevant period has imposed time constraints that have rendered timely filing of the Form 10-Q impracticable without undue hardship and expense to the Company. The Company undertakes the responsibility to file such report no later than the fifth day after its original prescribed due date. About EFT Holding California-based EFT Holdings, Inc., is primarily an e-Business company designed around the "Business-to-Customer" concept, which means that the Company's products are sold directly to customers through its web site. The Company's "Business-to-Customer" model differs from the traditional "Business to Business" model where products are sold to distributors who then sell the products to ultimate customers. EFT Holdings reported a net loss of $5.30 million on $968,000 of net total revenues for the fiscal year ended March 31, 2015, following a net loss of $20.3 million on $1.80 million of net total revenues for the year ended March 31, 2014. EIDOLON BRANDS: Taps JND Corporate as Solicitation Agent -------------------------------------------------------- Eidolon Brands, LLC and Ben Hogan Golf Equipment Company, LLC seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire JND Corporate Restructuring. The Debtors tapped the firm to oversee the distribution of notices, and solicitation and balloting of votes in connection with any plan of reorganization to be filed in their Chapter 11 cases. The hourly rates charged by the firm are: Clerical $35 – $40 Case Assistant $65 – $80 IT Manager $105 - $120 Case Consultant $135 - $140 Senior Case Consultant $155 - $160 Case Director $175 - $190 Travis Vandell, chief executive officer of JND, 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: Travis Vandell JND Corporate Restructuring 8269 E. 23rd Ave., Suite 275 Denver, CO 80238 Phone: 800-207-7160 Email: info@jndla.com 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 cases are jointly administered under (Bankr. N.D. Tex. Case No. 17-40300). 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. ENERGY FUTURE: Says IRS' Proofs of Claim Need to be Amended ----------------------------------------------------------- Energy Future Holdings Corp., et al., filed with the U.S. Bankruptcy Court for the District of Delaware an objection to the proofs of claim filed by the Internal Revenue Service for unpaid taxes or penalties. A hearing to consider the objection is scheduled for March 28, 2017, at 10:00 a.m. (EDT). The deadlines for objections is March 15, 2017, at 4:00 p.m. (EDT). In the alternative, the Debtors ask the Court to estimate Proofs of Claims for purposes of enabling distributions to proceed. The Debtors believe that the Proofs of Claims should be amended to reflect a total amount owed of approximately $47.6 million, which amount accounts for (a) finalized computations agreed with the IRS for tax years 1999–2009; (b) an agreed principal amount for 2011; (c) the Debtors' estimate for accrued interest; and (d) amounts owed to the Debtors with respect to certain refunds (and related interest) claimed for tax years 2014 and 2015. Of those amounts, the Debtors believe that the only potential disagreement with the IRS relates to amount of interest accrued on the principal; but, to date, the IRS has not provided its interest calculations to the Debtors. On Oct. 9, 2014, Oct. 16, 2014, and Oct. 23, 2014, the IRS filed the Proofs of Claims, asserting tax and penalty claims in the aggregate amount of approximately $244 million against each and every one of 32 of the Debtors. The Proofs of Claims have always represented a "placeholder" that did not account for the resolution of substantially all of the tax issues raised with respect to the ongoing audits. The scope of the issues addressed by the Proofs of Claims is extensive: the Proofs of Claim address potential tax adjustments, together with certain interest and refund issues, ranging from tax year 1999 through 2013. As of the Petition Date, the Debtors and the IRS had resolved the vast majority of the material issues for these audits. However, a substantial amount of work, including the satisfaction of certain procedural requirements, remained necessary to finalize the calculations for certain of the prepetition years -- and, accordingly, a correct amount for the Proofs of Claims. Throughout the course of these bankruptcy cases, the Debtors and the IRS have diligently worked together to complete this work. Indeed, the Revenue Agent Report (a form that reflects final calculations with respect to open audit periods) for tax years 2010–2013 -- the final prepetition years outstanding -- was finalized in July 2016. Since then, the only thing standing in the way of finally reconciling the Proofs of Claims has been certain calculations necessary to appropriately account for interest. Unfortunately, these calculations have not been completed and, as a result, the IRS has not amended the Proofs of Claims. Despite this, ultimately, the Debtors believe that the IRS agrees that the Proofs of Claims are substantially overstated. The vast majority of the work needed to finalize the Proofs of Claims has been completed since the middle of 2016. However, the IRS has not been able to provide a date certain to the Debtors as to when it anticipates completing its final computations for tax years 2010-2014 (which the Debtors believe is the last set of information necessary to come to agreement on the accurate amount of the liabilities asserted by the Proofs of Claims). As the EFH/EFIH Debtors now progress toward emergence from Chapter 11, time is now a major factor, and reconciliation of the Proofs of Claims must be resolved without further delay. The Debtors' Objection is available at: http://bankrupt.com/misc/deb14-10979-10909.pdf 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. ENRON CORP: Suit Against UBS Units Over Fraud Involvement Junked ---------------------------------------------------------------- Kat Greene, writing for Bankruptcy Law360, reports that U.S. District Judge Melinda Harmon dismissed a lawsuit against UBS AG units over their alleged involvement in Enron Corp.'s fraud scheme. Law360 relates that Judge Harmon ended the 15-year battle over whether former workers and other investors should have been warned their stock options and equities were about to go bust. According to the report, the investors thought they were cheated when a UBS-related PaineWebber broker unit didn't warn them of inside information about Enron's book-cooking. About Enron Corp. Enron Corporation (former New York Stock Exchange ticker symbol ENE) was an American energy, commodities, and services company based in Houston, Texas. Before its collapse and bankruptcy in 2001, Enron employed approximately 20,000 staff and was one of the world's major electricity, natural gas, communications, and pulp and paper companies, with claimed revenues of nearly $111 billion during 2000. Based in Houston, Texas, Enron Corporation filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 01-16033) on Dec. 2, 2001, following controversy over accounting procedures that caused its stock price and credit rating to drop sharply. Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal & Manges LLP; Venable; Cadwalader, Wickersham & Taft, LLP for its bankruptcy case. The Official Committee of Unsecured Creditors in the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP. The Debtors won confirmation of their Plan in July 2004, and the Plan was declared effective on Nov. 17, 2004. After approval of the Plan, the new board of directors decided to change the name of Enron Corp. to Enron Creditors Recovery Corp. to reflect the current corporate purpose. ECRC's sole mission is to reorganize and liquidate certain of the operations and assets of the "pre- bankruptcy" Enron for the benefit of creditors. ECRC has been involved in the MegaClaims Litigation, an action against 11 major banks and financial institutions that ECRC believes contributed to Enron's collapse; the Commercial Paper Litigation, an action involving the recovery of payments made to commercial paper dealers; and the Equity Transactions Litigation, which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG, Credit Suisse and Bear Stearns to recover payments made to the four banks on transactions involving Enron's stock while the company was insolvent. EPICENTER PARTNERS: CPF to Contribute $1.7-Mil. to Fund Plan ------------------------------------------------------------ CPF Vaseo Associates, LLC, has filed its latest Chapter 11 plan of reorganization for Epicenter Partners LLC and its affiliates that proposes to make pro rata distributions to non-insider unsecured claims through the creation of a fund. Under the latest plan, CPF Vaseo Associates, LLC, will contribute $1.7 million to the "unsecured creditor dividend fund" if all creditors holding Class 4 non-insider unsecured claims vote in favor of the plan. If any of these creditors reject the plan, CPF will contribute $500,000. In exchange for the contribution and the other benefits it will provide under the plan, CPF will receive 100% of the new equity security interests in each of the reorganized companies. The reorganized companies will make an initial 50% distribution to Class 4 creditors 60 days after the plan takes effect, subject to the requirement to keep appropriate reserves for disputed claims. Final distribution will be made after all objections to claims are resolved. Class 4 creditors are impaired and are entitled to vote to accept or reject the plan, according to CPF's latest disclosure statement filed on Feb. 23. A copy of the latest disclosure statement is available for free at: https://is.gd/S6QS9G About Epicenter Partners Epicenter Partners LLC was formed in 2004 to acquire, manage, sell or hold land for investment. Gray Meyer Fannin LLC came into existence in 2001 and was originally formed to provide development services for affiliates. Both are fully owned by Gray/Western Development Company and managed, pursuant to that entity, by Bruce Gray. The companies sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Lead Case No. 16-05493) on May 16, 2016. Epicenter disclosed $143,212,665 in assets and $66,913,279 in liabilities. Epicenter and GMF tapped Thomas J. Salerno, Esq., at Stinson Leonard Street, LLP, as their Chapter 11 counsel. Mesch Clark Rothschild was later hired as substitute counsel to Stinson Leonard Street. On June 15, 2016, the Office of the U.S. Trustee appointed five creditors of Epicenter and GMF to serve on the official committee of unsecured creditors. The committee is represented by Michael W. Carmel, Ltd., as counsel. On November 22, 2016, Sonoran Desert Land Investors LLC, East of Epicenter LLC and Gray Phoenix Desert Ridge II LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case Nos. 16-07659 to 16-07661). The cases are jointly administered with that of Epicenter. ESPLANADE HL: May Use First Midwest's Collateral Until March 19 --------------------------------------------------------------- The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the Northern District of Illinois entered a fifth interim order authorizing Esplanade HL, LLC, et al.'s use of cash collateral of First Midwest Bank until March 19, 2017. All proceeds of the prepetition collateral that would be subject to FMB's security interests or liens will also be subject to the adequate protection liens. In addition to all existing security interests and liens granted to and held by FMB in and to the prepetition collateral, as further adequate protection for the Debtors' use of cash collateral on the terms and conditions of the Fifth Interim Order, but only to secure an amount equal to the collateral diminution, the borrowers grant to FMB, automatically and retroactively effective as of the Petition Date, valid, binding, and properly perfected postpetition security interests and replacement liens on the prepetition collateral. A copy of the court order and the budget is available at: http://bankrupt.com/misc/ilnb16-33008-112.pdf Big Rock Ranch, LLC, is not authorized to use the cash collateral. As reported by the Troubled Company Reporter on Jan. 16, 2017, Judge Doyle authorized 171 W. Belvidere Road, LLC, and affiliated Debtors to use FMB's cash collateral for the period from Jan. 16, 2017, through Feb. 12, 2017. About Esplanade HL Esplanade HL, LLC, 2380 Esplanade Drive, LLC, 9501 W. 144th Place, LLC, and 171 W. Belvedere Road, and LLC, Big Rock Ranch, LLC each filed chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 16-33008, 16-33010, 16-33011, 16-33013, and 16-33015, respectively) on October 17, 2016. The petitions were signed by William Vander Velde III, sole member and manager. The Debtors are represented by Harold D. Israel, Esq. and Sean P. Williams, Esq., at Goldstein & McClintock, LLLP. At the time of the Chapter 11 filing, Esplanade HL's case was assigned to Judge Carol A. Doyle. 2380 Esplanade Drive's case was assigned to Judge Donald R Cassling. 9501 W. 144th Place's case was assigned to Judge Timothy A. Barnes. 171 W. Belvidere Road, LLC's case was assigned to Judge Janet S. Baer. Big Rock Ranch's case was assigned to Judge Deborah L. Thorne. Eventually, the cases were jointly administered with Esplanade HL as the lead case, and assigned to Judge Doyle. Big Rock Ranch estimated assets at $500,000 to $1 million and liabilities at $100,000 to $500,000. All the other Debtors estimated assets and liabilities at $1 million to $10 million. ESSAR STEEL: Mediation Scheduled Later This Month ------------------------------------------------- Essar Steel Algoma Inc. advised on March 1, 2017, that at the request of the Honourable Mr. Warren Winkler, the mediator appointed by Justice Newbould of the Ontario Superior Court of Justice, the company has not requested a No Board Report. Mr. Winkler has scheduled dates later this month for mediation amongst the parties, specifically the company, the successful bidder identified through the court-approved Sale and Investment Solicitation Process, and representatives of the union. Essar Steel Algoma Chief Executive Officer Kalyan Ghosh commented on the development, "Our focus is on emerging from CCAA as a strong and sustainable advanced steel manufacturer. We remain optimistic that a deal can be achieved among all stakeholders that ensures this outcome." About Essar Steel Headquartered in Sault Ste. Marie, Ontario, Canada, Essar Steel Algoma Inc. is an integrated steel producer. Essar Steel operates one of Canada's largest integrated steel manufacturing facilities. Approximately 80% to 85% of ESA's sales are sheet products with plate products accounting for the balance. For the 12 months ending Dec. 31, 2013, ESA generated revenues of C$1.8 billion. Robert J. Sandoval filed a petition under Chapter 15 of the U.S. Bankruptcy Code for Essar Steel Algoma Inc., and its debtor affiliates on July 16, 2014, following the companies' initiation of a reorganization under Canada's Companies' Creditors Arrangement Act. The lead case is Essar Steel Algoma Inc., Case No. 14-11730 (D. Del.). The Chapter 15 case is assigned to Judge Brendan Linehan Shannon. Essar Steel's counsel in the Chapter 15 case is Daniel J. DeFranceschi, Esq., and Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. EVANS & SUTHERLAND: Peter Kellogg Owns 33% Stake as of Dec. 30 -------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Peter R. Kellogg disclosed that as of Dec. 30, 2016, he beneficially owns 3,747,794 shares of common stock of Evans & Sutherland Computer Corporation representing 33 percent of the shares outstanding. During the past 60 days, Mr. Kellogg purchased an aggregate of 248,794 common shares. A full-text copy of the regulatory filing is available for free at: https://is.gd/bf7TtJ About Evans & Sutherland Salt Lake City, Utah-based Evans & Sutherland Computer Corporation in conjunction with its wholly owned subsidiary, Spitz Inc., creates innovative digital planetarium systems and cutting-edge, full-dome show content. E&S has developed Digistar 5, the world's leading digital planetarium with full-dome video playback, real- time computer graphics, and a complete 3D digital astronomy package fully integrated into a single theater system. This technology allows audiences to be immersed in full-color, 3D computer-generated interactive worlds. As a full-service system provider, E&S also offers Spitz domes, hybrid planetarium systems integrated with Digistar and a full range of theater systems from audio and lighting to theater automation. E&S markets include planetariums, science centers, themed attraction venues, and premium large-format theaters. E&S products have been installed in over 1,300 theaters worldwide. Evans & Sutherland reported a net loss of $1.27 million on $35.3 million of sales for the year ended Dec. 31, 2015, compared to a net loss of $1.30 million on $26.5 million of sales for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Evans & Sutherland had $24.67 million in total assets, $25.37 million in total liabilities and a total stockholders' deficit of $693,000. EXTREME PLASTICS: Court Extends Plan Filing Deadline Until April 28 ------------------------------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware extended the time within which only Old EPP, Inc. f/k/a Extreme Plastics Plus, Inc. and Old EPP Intermediate, Inc., f/k/a EPP Intermediate Holdings, Inc., have the exclusive right to file a Chapter 11 Plan and solicit acceptances thereof, through April 28, 2017 and June 27, 2017, respectively. The Troubled Company Reporter had earlier reported that the Debtors sought for exclusivity extension telling the Court that after the Third Exclusivity Extension, they had achieved a key milestone in its Chapter 11 cases by getting the Court's approval to sell substantially all of their assets on Nov. 22, 2016 and closing on that sale on Dec. 9, 2016. The Debtors related that they have reached an agreement that further extends the use of cash collateral through March 31, 2017, and negotiated a wind-down budget with their Lenders. In addition, the Debtors related that shortly following the closing of the sale, they had filed a notice of abandonment of financed vehicles not sold to the Purchaser, and had obtained the Court's authorization to reject all of their executory contracts and unexpired leases not assumed and assigned to the Purchaser. However, the Debtors contended that there would still be considerable work to be done in order for them to complete the wind down of their estates, which includes: (a) resolution of all of their tax issues and payment of all postpetition tax obligations, (b) termination of their 401k plan and completion of audit of the plan, (c) liquidation of their remaining assets consisting primarily of refunds due, and (d) working with the Purchaser to address post-closing issues. About Extreme Plastics Plus Founded in 2007, privately-held Extreme Plastics Plus, Inc., operates an environmental containment business specializing in providing environmental lining, above ground storage tanks, composite rig mats, secondary steel wall containment systems, and closed loop solids control services, primarily for the oil and gas industry. Extreme Plastics has six facilities in Fairmont, West Virginia, Tunkhannock, Pennsylvania, St. Clairsville, Ohio, Moore, Texas, Odessa, Texas, and Oklahoma City, Oklahoma. The stock of Extreme Plastics is held entirely by EPP Intermediate Holdings, Inc. The stock of EPP Intermediate is held entirely by EPP Holding Company, LLC, a non-debtor. Extreme Plastics, and affiliate EPP Intermediate Holdings, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 16-10221) on Jan. 31, 2016, as the ongoing decline in the price of oil and natural gas negatively impacted demand of the Debtors' services. Extreme Plastics estimated $10 million to $50 million in assets and $50 million to $100 million in debt. EPP Intermediate estimated $1 million to $10 million in assets and $50 million to $100 million in debt. As of the Petition Date, Extreme Plastics owes $49.5 million under a secured facility provided by lenders led by Citizens Bank of Pennsylvania, as agent. The facility is secured by a lien in substantially all of the Debtors' assets, as well as a pledge of 100% of the equity in Extreme Plastics and EPP Intermediate. The Debtors are represented by William D. Sullivan, Esq., at Sullivan Hazeltine Allinson LLC, and have retained Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. The U.S. Trustee has appointed five members to the Official Committee of Unsecured Creditors. The Committee selected Reed Smith LLP as counsel. FLORIDA EAR: Wants To Use JPMorgan & Dr. Silverstein's Collateral ----------------------------------------------------------------- Florida Ear & Sinus Center, P.A., asks the U.S. Bankruptcy Court for the Middle District of Florida for authorization to use cash collateral of JPMorgan Chase Bank, N.A., and Dr. Herbert Silverstein to continue the operation of its business, to maintain the estate, to maximize the return on its assets, and to otherwise avoid irreparable harm and injury to its business and the estate. A copy of the Debtor's request is available at: http://bankrupt.com/misc/flmb17-01120-9.pdf On June 11, 2014, Chase Bank, made a loan to the Debtor in the principal amount of $250,000, evidenced by a line of credit note given by Debtor in favor of Chase Bank. The indebtedness under the Chase Bank Loan is secured by that certain Continuing Security Agreement dated June 11, 2014, Credit Agreement dated June 11, 2014, and a UCC-1 Financing Statement filed on June 19, 2014, which among other things appears to have granted a lien to Chase Bank on the Debtor's inventory, accounts, equipment, general intangibles, and fixtures. As of the Petition Date, the total balance under the Chase Bank Loan is approximately $250,000. In addition to the Chase Bank Loan, the Debtor may be indebted to Chase Bank (a) in the approximate amount of $4,900,000 for contingent guaranty liabilities associated with financing on the property on which the Debtor operates, and (b) in connection with two equipment loans in the aggregate amount of approximately $92,000. On Jan. 31, 2017, Dr. Silverstein made a loan to the Debtor in the principal amount of $150,000, evidenced by a promissory note given by the Debtor in favor of Dr. Silverstein. The indebtedness under the Silverstein loan is secured by that certain Security Agreement dated Jan. 31, 2017, and a UCC-1 Financing Statement filed on Feb. 8, 2017, which granted a junior lien to Dr. Silverstein on the Debtor's inventory, accounts, equipment, general intangibles, and fixtures. As of the Petition Date, the total principal balance under the Silverstein Loan is $150,000. Chase Bank and Dr. Silverstein may assert they have a lien on the Debtor's accounts receivable and, in the case of Chase Bank, upon the bank account maintained at Chase Bank, and that they therefore have an interest in the Debtor's cash collateral. The Debtor tells the Court that if its request is not considered on an expedited basis and if the Debtor is denied the ability to immediately use Cash Collateral, there will be a direct and immediate material and adverse impact on the continuing operations of the Debtor's business and on the value of its assets. In order to continue its business activities in an effort to achieve a successful reorganization, the Debtor must use Cash Collateral in the ordinary course of business. The inability of the Debtor to meet its ordinary business expenses will require the Debtor to discontinue normal operations, which will result in irreparable injury to the Debtor and its chances for reorganization. Any discontinuation would also materially and adversely impact the value of the Collateral. In exchange for the Debtor's ability to use Cash Collateral in the operation of its business, the Debtor proposes to grant to the Lenders as adequate protection replacement liens on assets acquired after the Petition Date to the same extent, validity, and priority as existed on the Petition Date and to continue to make regular payments to Chase Bank on its loans in the approximate amount of $7,400. In other words, the Debtor proposes that the Lenders' "floating" liens on such assets continue to "float" to the same extent, validity, and priority as existed on the Petition Date. The Debtor asserts that the interests of the Lenders will be adequately protected by the replacement liens. About Florida Ear Headquartered in Sarasota, Florida, Florida Ear & Sinus Center, P.A., owns and operates a medical practice which specializes in the treatment of diseases and surgery of the ears, nose and throat. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 17-01120) on Feb. 13, 2017, estimating its assets and liabilities at between $100,001 and $500,000 each. Harley E Riedel, Esq., at Stichter Riedel Blain & Postler, P.A., serves as the Debtor's bankruptcy counsel. FORESIGHT ENERGY: Accipiter Holds 11.9% of Interests as of Dec. 31 ------------------------------------------------------------------ In a regulatory filing with the Securities and Exchange Commission, these reporting persons disclosed beneficial ownership of Common Units representing limited partner interests of Foresight Energy LP as of Dec. 31, 2016: Common Units Percentage Reporting Beneficially of Person Owned Units --------- ------------ ---------- Accipiter Life Sciences Fund, LP 3,037,300 4.6% Accipiter Life Sciences 4,798,951 7.3% Fund (Offshore), Ltd. Candends Capital, LLC 3,037,300 4.6% Accipiter Capital 7,836,251 11.9% Management, LLC Gabe Hoffman 7,836,251 11.9% The percentages reported are calculated based on 66,104,673 Common Units no par value, outstanding as of Nov. 4, 2016, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on Nov. 9, 2016. A full-text copy of the Schedule 13G/A is available for free at https://is.gd/6Ty44u About Foresight Energy Foresight Energy mines and markets coal from reserves and operations located exclusively in the Illinois Basin. As of Dec. 31, 2015, the Company has invested over $2.3 billion to construct state-of-the-art, low-cost and highly productive mining operations and related transportation infrastructure. The Company controls over 3 billion tons of proven and probable coal in the state of Illinois, which, in addition to making the Company one of the largest reserve holders in the United States, provides organic growth opportunities. The Company's reserves consist principally of three large contiguous blocks of uniform, thick, high heat content (high Btu) thermal coal which is ideal for highly productive longwall operations. Thermal coal is used by power plants and industrial steam boilers to produce electricity or process steam. Foresight Energy reported a net loss attributable to limited partner units of $39.47 million on $984.85 million of total revenues for the year ended Dec. 31, 2015, compared to net income attributable to limited partner units of $70.19 million on $1.10 billion of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Foresight Energy had $1.73 billion in total assets, $1.80 billion in total liabilities and a total partners' deficit of $70.03 million. Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, noting that the Partnership is in default of certain provisions of its long-term debt and capital lease obligations, resulting in a working capital deficit as of Dec. 31, 2015. These conditions raise substantial doubt about the Partnership's ability to continue as a going concern. * * * In September 2016, S&P Global Ratings raised its issuer credit rating on St. Louis-based Foresight Energy L.P. to 'B-' from 'D'. The outlook is negative. "The recent restructuring, including exchange of the senior notes, along with associated amendments resolves the previous conditions of default, waives certain amortization requirements, and restores Foresight's access to its revolving credit facility with revised covenants. While we view this restructuring as a positive development and continue to consider Foresight's business risk profile to be among the strongest in the beleaguered coal space, in our view, the company's capital structure could become unsustainable," S&P said. As reported by the TCR on Nov. 4, 2016, Moody's Investors Service upgraded the corporate family rating of Foresight Energy, LLC to Caa1 from Caa2, as well as the probability of default rating (PDR) to Caa1-PD from Caa2-PD, and the senior secured rating to B3 from Caa1. The speculative grade liquidity rating of SGL-3 remains unchanged. The outlook is stable. FORESIGHT ENERGY: FMR LLC No Longer Owns Common Shares ------------------------------------------------------ FMR LLC and Abigail P. Johnson disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission on Feb. 13, 2017, that they have ceased to beneficially own shares of common stock of Foresight Energy LP. 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. A full-text copy of the regulatory filing is available at: https://is.gd/T3JK2k About Foresight Energy Foresight Energy mines and markets coal from reserves and operations located exclusively in the Illinois Basin. As of Dec. 31, 2015, the Company has invested over $2.3 billion to construct state-of-the-art, low-cost and highly productive mining operations and related transportation infrastructure. The Company controls over 3 billion tons of proven and probable coal in the state of Illinois, which, in addition to making the Company one of the largest reserve holders in the United States, provides organic growth opportunities. The Company's reserves consist principally of three large contiguous blocks of uniform, thick, high heat content (high Btu) thermal coal which is ideal for highly productive longwall operations. Thermal coal is used by power plants and industrial steam boilers to produce electricity or process steam. Foresight Energy reported a net loss attributable to limited partner units of $39.47 million on $984.85 million of total revenues for the year ended Dec. 31, 2015, compared to net income attributable to limited partner units of $70.19 million on $1.10 billion of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Foresight Energy had $1.73 billion in total assets, $1.80 billion in total liabilities and a total partners' deficit of $70.03 million. Ernst & Young LLP, in St. Louis, Missouri, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, noting that the Partnership is in default of certain provisions of its long-term debt and capital lease obligations, resulting in a working capital deficit as of Dec. 31, 2015. These conditions raise substantial doubt about the Partnership's ability to continue as a going concern. * * * In September 2016, S&P Global Ratings raised its issuer credit rating on St. Louis-based Foresight Energy L.P. to 'B-' from 'D'. The outlook is negative. "The recent restructuring, including exchange of the senior notes, along with associated amendments resolves the previous conditions of default, waives certain amortization requirements, and restores Foresight's access to its revolving credit facility with revised covenants. While we view this restructuring as a positive development and continue to consider Foresight's business risk profile to be among the strongest in the beleaguered coal space, in our view, the company's capital structure could become unsustainable," S&P said. As reported by the TCR on Nov. 4, 2016, Moody's Investors Service upgraded the corporate family rating of Foresight Energy, LLC to Caa1 from Caa2, as well as the probability of default rating (PDR) to Caa1-PD from Caa2-PD, and the senior secured rating to B3 from Caa1. The speculative grade liquidity rating of SGL-3 remains unchanged. The outlook is stable. FORESIGHT ENERGY: Moody's Hikes Corporate Family Rating to B3 ------------------------------------------------------------- Moody's Investors Service upgraded Foresight Energy, LLC's Corporate Family Rating (CFR) to B3 from Caa1, and its probability of default rating (PD) to B3-PD from Caa1-PD. At the same time, Moody's assigned ratings to the proposed debt offering, including a B2 rating to the new first lien term loan and a Caa2 rating to the new second lien notes, subject to final documentation being consistent with Moody's expectations. Moody's also changed the Speculative Grade Liquidity rating to SGL-2 from SGL-3. The ratings outlook is stable. On March 1, 2017, the company announced its plan to issue $750 million of new first lien term loan, as well as new second lien notes due 2024, the proceeds of which will be used to repay the company's existing revolver, first lien term loan, second lien notes, and second lien convertible PIK notes. The company's new capital structure will also include a $170 million revolving credit facility, with the same claim on collateral as the first lien term loan. Upon completion of the refinancing transaction, the ratings on the existing first lien and second lien debt will be withdrawn. The company also announced that Murray Energy Corporation intends to contribute approximately $60 million in cash to Foresight in the form of common equity, and upon consummation of the refinancing transaction, to exercise its option to acquire an additional 46% voting interest in Foresight Energy GP LLC, thereby increasing its voting interest to 80%. Issuer: Foresight Energy, LLC Upgrades: -- Corporate Family Rating, Upgraded to B3 from Caa1 -- Probability of Default Rating, Upgraded to B3-PD from Caa1-PD -- Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Assignments: -- Senior Secured 1st Lien Revolving Credit Facility due 2021, Assigned B2 (LGD3) -- Senior Secured 1st Lien Term Loan due 2022, Assigned B2 (LGD3) -- Senior Secured 2nd Lien Notes due 2024, Assigned Caa2 (LGD5) Outlook Actions: -- Outlook, Remains Stable RATINGS RATIONALE "The upgrade reflects the improved industry conditions and the company's solid contracted position, which drives Moody's expectations that Debt/ EBITDA, as adjusted, will decline from 5.9x at September 30, 2016 to roughly 4.5x by the end of 2017", says Anna Zubets-Anderson, the lead analyst for Foresight. Over the next two to three years, Moody's expects the leverage to be maintained at comparable levels. The B3 CFR continues to capture the company's position as the lowest cost underground producer in the Illinois Basin, ample reserves, multiple transportation options, access to export markets, the stable domestic customer base of large, scrubbed coal plants and an attractive contracted position. The ratings are further supported by Moody's views that the Illinois Basin remains the better positioned coal region in the US due to its low cost structure. The ratings are constrained by the company's geographical and operational concentration as an Illinois Basin producer with four underground mining complexes. The ratings incorporate Moody's stable outlook on US coal industry. Although the industry continues to face challenges, coal producers have received much needed relief with natural gas prices hovering around $3.00/ million British thermal units (MMBtu). Although the US presidential election results increase uncertainty around the direction of government energy policies, domestic coal consumption will remain under pressure over the long term. Natural gas and renewables will capture an increasing share of the nation's fuel mix, smaller and less efficient coal plants will continue to be retired and coal's share of the nation's overall energy consumption will likely drop to the mid-20% range within a decade, from about 30% now. The speculative grade liquidity rating of SGL-2 reflects Moody's expectations of good liquidity, which includes $104 million in cash as of December 31, 2016, Moody's expectations of positive free cash flows, and expected full availability under the new revolver. Moody's expects the new first lien term loan to contain no restrictive financial covenants. The B2 and Caa2 ratings on first lien and second lien debt reflect their respective position in the company's capital structure with respect to claim on collateral. The first lien debt will have a first priority interest in substantially all assets of the company. The stable outlook reflects the company's solid contracted position and expectations that credit metrics will improve over the next year with leverage declining to around 4.5 times. The ratings could be upgraded if the rate of secular decline in the US thermal coal industry were to slow or reverse, or in the event of material growth in scale and diversity. The ratings could be downgraded if Debt/ EBITDA, as adjusted, were to remain above 5x, if free cash flows were to turn negative, or if liquidity were to deteriorate. The principal methodology used in these ratings was Global Mining Industry published in August 2014. Foresight Energy, LLC (Foresight) is 100% owned by Foresight Energy LP, which is a Master Limited Partnership (MLP). Foresight is a thermal coal producer operating in the Illinois Basin. Currently, the company has four developed mining complexes, with four longwall operations, one continuous miner operation, and over 2 billion tons of coal reserves. In 2016 the company generated $876 million in revenue. FOREST PARK FORT WORTH: Vintage Medical Objects to Disclosures -------------------------------------------------------------- Vintage Medical, LLC, objects to the disclosure statement with respect to the plan of liquidation filed by Forest Park Medical Center at Fort Worth, LLC, on grounds that the disclosure statement fails to provide adequate information to holders of allowed general unsecured claims. Vintage Medical argues that the disclosure statement fails to inform general unsecured creditors about the value of the likely pro rata distribution to the holders of allowed unsecured claims under the Plan. The disclosure statement also says that the general unsecured creditors will receive, on account of their claims, a beneficial interest in the Liquidating Trust to be created upon consummation of the Plan. The disclosure statement does not value that interest or provide any information from which value might be determined. Those Liquidating Trust interests may be worthless or nearly so. Accordingly, based upon the disclosure statement, there is no way to compare the value of likely distributions to unsecured creditors under the Plan to the value of cash distributions that might be made in a liquidation under Chapter 7. If the case were converted to a case under Chapter 7, certain Chapter 11 administrative expenses and substantial post-liquidation expenses of the Liquidating Trust might be avoided. The disclosure statement does not provide adequate information for a hypothetical reasonable investor in the position of an unsecured creditor to make an informed judgment about the Plan. It should not be approved until the necessary information is provided. Thus, premises considered, Vintage requests that the Court deny approval of the disclosure statement until it is amended or supplemented to provide adequate information to unsecured creditors. Vintage also requests such other and further relief as may be just and proper. Attorneys for Vintage Medical, LLC: Robert A. Simon Texas Bar No. 18390000 WHITAKER CHALK SWINDLE & SCHWARTZ, PLLC 301 Commerce Street, Suite 3500 Fort Worth, Texas 76107 Telephone: (817) 878-0543 Facsimile: (817) 878-0501 Email: rsimon@whitakerchalk.com About Forest Park Medical Center at Fort Worth Forest Park Medical Center at Fort Worth, LLC, is a doctor-owned Texas limited liability company that owns and operates the Forest Park Medical Center, a state of the art medical facility, including private rooms, family suites and intensive care rooms located in West Fort Worth, Texas. The hospital employs 175 persons on a full-time or part-time basis. The hospital offers a broad range of surgical services. Forest Park Medical Center at Fort Worth filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 16-40198) in Ft. Worth, Texas, on Jan. 10, 2016. Judge Russell F. Nelms presides over the case. The Debtor estimated assets of $10 million to $50 million and debt of $50 million to $100 million. J. Robert Forshey, Esq., and Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, serve as the Debtor's Chapter 11 counsel. Ronald Winters at Alvarez & Marsal Healthcare Industry Group, LLC serves as the Debtor's CRO. The Debtor tapped SSG Advisors, LLC and Chiron Financial Group, Inc. as co-investment bankers. Vibrant Healthcare Fort Worth, LLC, and FPMC Services, LLC run the Debtor's hospital in Forth Worth. Vibrant is the manager of the hospital operations of Debtor, and FPMC Services employs the employees at Debtor's hospital and those dedicated to servicing the hospital's "back office" operations. They are represented by William A. Brewer III, Esq., Michael J. Collins, Esq., and Robert M. Millimet, Esq., at Brewer, Attorneys & Counselors. An Official Committee of Unsecured Creditors has been appointed in this case by the United States Trustee, and is represented by Cole Schotz PC and Arent Fox, LLP lawyers. * * * Forest Park Medical Center at Fort Worth, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas a disclosure statement with respect to its plan of liquidation, dated Feb. 16, 2017. Class 1 under the plan consists of holders of allowed general unsecured claims other than the holders of Class 3 insider claims. Holders of allowed Class 1 claims will receive a beneficial interest in the Liquidating Trust. This beneficial interest will entitle Class 1 claimants to receive a pro rata share of any distribution allocable to holders of general unsecured claims pari passu with holders of allowed Class 3 insider claims and Jefe Plover in the event that Jefe Plover is determined to have an allowed unsecured claim. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/txnb16-40198-11-575.pdf FOREST PARK FORT WORTH: Whitaker Chalk Represents KR Medical, et al ------------------------------------------------------------------- Whitaker Chalk Swindle & Schwartz, PLLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas on Feb. 27, 2017 a verified statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, stating that before Forest Park Medical Center at Fort Worth, LLC, et al., filed their jointly administered Chapter 11 cases, the Firm represented KR Medical Technologies, LLC, Vintage Medical, LLC and Synergy IOM, LLC, in ongoing general business matters unrelated to the Debtors' bankruptcy cases. The Creditors' can be reached at: KR Medical Technologies, LLC c/o Koby Rogers P.O. Box 279 Roanoke, Texas 76262 Vintage Medical, LLC c/o Jeff Kropheller 1801 Royal Lane, Suite 908 Farmers Branch, Texas 75229 Syngery IOM, LLC c/o Jeff Kropheller 1801 Royal Lane, Suite 908 Farmers Branch, Texas 75229 Each of the Creditors provided goods or services to Debtor, Forest Park Medical Center At Fort Worth, LLC, before the Petition Date for which the Creditor has not been paid in full. After the Petition Date, each of the Creditors informed the Firm of its claim against the Debtor and requested that the Firm file a proof of claim on its behalf in the Debtor's bankruptcy case. The Firm has done so. Each of the Creditors holds a general unsecured claim against Debtor. The respective claim amounts and proof of claim numbers are: KR Medical $10,170 Proof of Claim No. 4-1 Vintage Medical $497,600 Proof of Claim No. 36-1 Synergy IOM $54,000 Proof of Claim No. 37-1 Vintage Medical and Synergy IOM are separate legal entities, but they are under common control. KR Medical is unrelated to Vintage Medical and Synergy IOM. The Creditors are not a committee as this time. There is no agreement between the Creditors as to any common representation or joint course of action. The Firm can be reached at: Robert A. Simon, Esq. WHITAKER CHALK SWINDLE & SCHWARTZ, PLLC 301 Commerce Street, Suite 3500 Fort Worth, Texas 76102 Tel: (817) 878-0543 Fax: (817) 878-0501 E-mail: rsimon@whitakerchalk.com About Forest Park Medical Center at Fort Worth Forest Park Medical Center at Fort Worth, LLC, is a doctor-owned Texas limited liability company that owns and operates the Forest Park Medical Center, a state of the art medical facility, including private rooms, family suites and intensive care rooms located in West Fort Worth, Texas. The hospital employs 175 persons on a full-time or part-time basis. The hospital offers a broad range of surgical services. Forest Park Medical Center at Fort Worth filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 16-40198) in Ft. Worth, Texas, on Jan. 10, 2016. Judge Russell F. Nelms presides over the case. The Debtor estimated assets of $10 million to $50 million and debt of $50 million to $100 million. J. Robert Forshey, Esq., and Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, serve as the Debtor's Chapter 11 counsel. Ronald Winters at Alvarez & Marsal Healthcare Industry Group, LLC serves as the Debtor's CRO. The Debtor tapped SSG Advisors, LLC and Chiron Financial Group, Inc. as co-investment bankers. Vibrant Healthcare Fort Worth, LLC, and FPMC Services, LLC run the Debtor's hospital in Forth Worth. Vibrant is the manager of the hospital operations of Debtor, and FPMC Services employs the employees at Debtor's hospital and those dedicated to servicing the hospital's "back office" operations. They are represented by William A. Brewer III, Esq., Michael J. Collins, Esq., and Robert M. Millimet, Esq., at Brewer, Attorneys & Counselors. An Official Committee of Unsecured Creditors has been appointed in this case by the United States Trustee, and is represented by Cole Schotz PC and Arent Fox, LLP lawyers. GARLOCK SEALING: Asbestos Panel Taps Charter Oak as Fin'l Advisor ----------------------------------------------------------------- An asbestos claimant committee associated with Garlock Sealing Technologies LLC's bankruptcy case seeks court approval to hire a financial advisor. In a filing with the U.S. Bankruptcy Court for the Western District of North Carolina, the Official Committee of Asbestos Personal Injury Claimants proposes to hire Charter Oak Financial Consultants, LLC to provide services related to the bankruptcy case of OldCo, LLC. OldCo is the new indirect subsidiary of EnPro Industries, Inc. that merged with Garlock parent Coltec Industries Inc. It filed a Chapter 11 petition on Jan. 30, 2017. As financial advisor, Charter Oak will provide these services to the committee: (a) advising the committee regarding financial issues involved with the proposed confirmation of the joint plan and approval of the accompanying disclosure statement in OldCo's bankruptcy case; (b) oversight to enable the committee to fulfill its responsibilities to monitor OldCo's financial affairs and those of other entities; (c) interpretation and analysis of financial materials, including accounting, tax, statistical, financial and economic data, regarding OldCo and other entities; (d) assisting the committee's legal counsel, as requested, in the evaluation and preparation of motions or other materials filed with the bankruptcy court; (e) analysis and advice regarding accounting, financial, valuation, and related issues that may arise in the course of the proceedings; and (f) providing expert testimony on financial matters, if requested. The Charter Oak professionals who are expected to provide the services and their hourly rates are: James Sinclair $805 Bradley Rapp $805 Alan Cohen $600 Gibbons Sinclair $520 Nancy Bloom $370 James Sinclair, a member of Charter Oak, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: James P. Sinclair Charter Oak Financial Consultants, LLC 430 Center Ave., Mamaroneck New York, NY 10543 Tel: (914) 372-1874 Fax: (914) 930-6867 Email info@charteroakfc.com About Garlock Sealing Headquartered in Palmyra, New York, Garlock Sealing Technologies LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, 2010, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in their Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for asbestos-related matters. The Official Committee of Unsecured Creditors is represented by FisherBroyles LLP. The Official Committee of Asbestos Personal Injury Claimants in the Chapter 11 cases is represented by Travis W. Moon, Esq., at Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC, Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and Jeanna Rickards Koski, Esq., in Washington, D.C. 20005. Joseph W. Grier, III, the Court-appointed legal representative for future asbestos claimants, has retained A. Cotten Wright, Esq., at Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-counsel. Judge George Hodges of the U.S. Bankruptcy Court for the Western District of North Carolina on Jan. 10, 2014, entered an order estimating the liability for present and future mesothelioma claims against Garlock Sealing at $125 million, consistent with the positions GST put forth at trial. In January 2015, the Debtors filed their Second Amended Plan of Reorganization, which is backed by the Future Asbestos Claimants' Representative (FCR). GARLOCK SEALING: Asbestos Panel Taps Legal Analysis for Valuation ----------------------------------------------------------------- An asbestos claimant committee associated with Garlock Sealing Technologies LLC's bankruptcy case seeks court approval to hire a consultant on the valuation of asbestos-related liabilities. In a filing with the U.S. Bankruptcy Court for the Western District of North Carolina, the Official Committee of Asbestos Personal Injury Claimants proposes to hire Legal Analysis Systems, Inc. to provide services related to the bankruptcy case of OldCo, LLC. OldCo is the new indirect subsidiary of EnPro Industries, Inc. that merged with Garlock parent Coltec Industries Inc. It filed a Chapter 11 petition on Jan. 30, 2017. As consultant, Legal Analysis will provide these services to the committee: (a) advising the committee regarding asbestos-related liability valuation issues involved with the proposed confirmation of the joint plan and approval of the accompanying disclosure statement in OldCo's bankruptcy case; (b) review and analysis of the asbestos claims database and resolution of various asbestos claims; (c) estimation of the liability for asbestos claims that are pending as well as those that will be filed in the future; (d) quantitative analyses of claims resolution procedures, including estimation of payments that would be made to various types of claims under those alternatives and development of cash flow analysis of an asbestos compensation trust under alternative procedures; (e) evaluation of reports and opinions of experts and consultants retained by other parties; (f) analyses of data from proofs of claim for asbestos claims; (g) quantitative analyses of other matters related to asbestos claims as may be requested by the committee; and (h) providing expert testimony on matters within Legal Analysis' expertise, if requested by the committee. The professionals who are expected to provide the services and their hourly rates are: Mark Peterson $800 Dan Relles $540 Pat Ebener $335 Mark Peterson, principal of Legal Analysis, disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. About Garlock Sealing Headquartered in Palmyra, New York, Garlock Sealing Technologies LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, 2010, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in their Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for asbestos-related matters. The Official Committee of Unsecured Creditors is represented by FisherBroyles LLP. The Official Committee of Asbestos Personal Injury Claimants in the Chapter 11 cases is represented by Travis W. Moon, Esq., at Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC, Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and Jeanna Rickards Koski, Esq., in Washington, D.C. 20005. Joseph W. Grier, III, the Court-appointed legal representative for future asbestos claimants, has retained A. Cotten Wright, Esq., at Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-counsel. Judge George Hodges of the U.S. Bankruptcy Court for the Western District of North Carolina on Jan. 10, 2014, entered an order estimating the liability for present and future mesothelioma claims against Garlock Sealing at $125 million, consistent with the positions GST put forth at trial. In January 2015, the Debtors filed their Second Amended Plan of Reorganization, which is backed by the Future Asbestos Claimants' Representative (FCR). GAWKER MEDIA: Founder Wants Personal Bankruptcy Case Dismissed -------------------------------------------------------------- Rick Archer, writing for Bankruptcy Law360, reports that Gawker Media LLC founder Nicholas Denton asked the U.S. Bankruptcy Court for the Southern District of New York on Feb. 24 to dismiss his Chapter 11 case. Mr. Denton, according to Law360, said that his debts either have been resolved through settlements or can be covered with the cash he received from his liquidated shares in the company. Law360 recalls that Mr. Denton filed for personal bankruptcy protection in 2016 to protect himself from a $140 million judgment stemming from a 2012 Gawker.com post that included a snippet of a sex tape featuring former pro wrestler Hulk Hogan. About Gawker Media Founded in 2002 by Nick Denton, Gawker Media is privately held online media company operating seven distinct media brands with corresponding websites under the names Gawker, Deadspin, Lifehacker, Gizmodo, Kotaku, Jalopnik, and Jezebel. The Company's various Websites cover, among other things, news and commentary on current events, politics, pop culture, sports, cars, fashion, productivity, technology and video games. Gawker sought bankruptcy protection after being ordered to pay $140.1 million in connection with an invasion of privacy lawsuit arising from publication of a report and commentary and accompanying sex video involving Terry Gene Bollea. New York-based Gawker Media, LLC -- fdba Gawker Sales, LLC, Gawker Entertainment, LLC, Gawker Technology, LLC and Blogwire, Inc. -- filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-11700) on June 10, 2016. The Hon. Stuart M. Bernstein presides over the Debtors' cases. Affiliates Gawker Media Group, Inc., and Budapest, Hungary-based Kinja, Kft., filed separate Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 16-11719 and 16-11718) on June 12, 2016. The cases are jointly administered. Gregg M. Galardi, Esq., David B. Hennes, Esq., and Michael S. Winograd, Esq., at Ropes & Gray LLP serve as counsel to the Debtors. William Holden at Opportune LLP serves as Gawkers' chief restructuring officer. Houlihan Lokey Capital, Inc., serves as the Debtors' investment banker. Prime Clerk LLC serves as claims, balloting and administrative agent. The Debtors estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. Mr. Denton filed for personal bankruptcy on Aug. 1, 2016, to protect himself from the legal judgment awarded to Hulk Hogan in an invasion-of-privacy lawsuit. The U.S. Trustee for Region 2 on June 24, 2016, appointed three creditors of Gawker Media LLC and its affiliates to serve on the official committee of unsecured creditors. The committee members are Terry Gene Bollea, popularly known as Hulk Hogan, Shiva Ayyadurai, and Ashley A. Terrill. The Committee retained Simpson Thacher & Bartlett LLP, in New York, as counsel. Counsel to US VC Partners LP, as Prepetition Second Lien Lender, are David Heller, Esq., and Keith A. Simon, Esq., at Latham & Watkins LLP. Counsel to Cerberus Business Finance, LLC, as DIP Lender, are Adam C. Harris, Esq., at Schulte Roth & Zabel LLP. GCP APPLIED: S&P Affirms 'BB-' CCR on Planned Sale of Darex ----------------------------------------------------------- S&P Global Ratings affirmed its 'BB-' corporate credit rating on specialty chemical company GCP Applied Technologies Inc. The outlook remains stable. GCP Applied has received a binding offer from Henkel AG to acquire its Darex Packaging Technologies business for approximately $1.05 billion. S&P's 'BB+' issue–level and '1' recovery ratings on the company's secured debt are unchanged. The '1' recovery rating indicates S&P's expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of payment default. Additionally, the 'B+' issue-level rating and '5' recovery rating on the company's unsecured debt are unchanged. The '5' recovery rating indicates S&P's expectation of modest (10%-30%; rounded estimate: 15%) recovery in the event of payment default. "We affirmed the ratings based on the company's announcement that it received a binding offer from Henkel to acquire its Darex Packaging Technologies business," said S&P Global Ratings credit analyst Allison Schroeder. The stable rating outlook reflects that S&P has not changed its assessment of GCP at this time despite the announcement of a binding proposal from a potential buyer for the proposed purchase of the Darex business. S&P's base case continues to include Darex, but S&P could reassess that decision if GCP signs a definitive agreement for its sale. S&P could also reassess the company's business and financial risk profiles once S&P has more certainty and clarity regarding the transaction, including more information about how the company would deploy funds. "At this time, we do not expect any immediate changes to the capital structure as a result of this binding but non-definitive agreement; however, we will reassess the company's structure when it provides definitive information on the utilization of transaction proceeds. Our base case, which includes the company's Darex business, continues to assume that the company will maintain a ratio of FFO to debt of greater than 12% over the next 12 months and that it will retain EBITDA margins in the high teens over the same period," S&P said. S&P could lower the ratings if the company's ratio of FFO to debt falls to levels below 12% over the next 12 months and on what S&P would consider to be a sustained basis. This could occur if the company experiences any material downturn in its construction chemicals or specialty building materials end markets, which could be triggered by a decrease in construction starts or by a general macroeconomic downturn, which affected key end markets. Although unlikely given the proposed Darex transaction, S&P could also lower the ratings if the company pursues large debt-funded acquisitions or shareholder rewards or if it is not able to maintain EBITDA margins in the high-teens range over the next year. S&P could raise the ratings if the company successfully closes the transaction and announces concrete plans that S&P expects would improve leverage metrics on a sustained basis. For an upgrade, S&P would expect that capital would be deployed in a way that would result in FFO to debt of greater than 20% over the next year, on a combination of historical and projected figures. S&P would expect that the company would maintain a business risk profile that is at least comparable with its current state for any positive action to occur. GELTECH SOLUTIONS: Issues $100,000 Convertible Note to President ---------------------------------------------------------------- GelTech Solutions, Inc., issued Mr. Michael Reger, the Company's president, director and principal shareholder, a $100,000 7.5% secured convertible note in consideration for a loan of $100,000 on Feb. 22, 2017. The note is convertible at $0.2785 per share and matures on Dec. 31, 2020. Repayment of the note is secured by all of the Company's assets including its intellectual property and inventory in accordance with a secured line of credit agreement between the Company and Mr. Reger. Additionally, the Company issued Mr. Reger 179,534 two-year warrants exercisable at $2.00 per share, according to a Form 8-K report filed with the Securities and Exchange Commission. All of the securities were issued without registration under the Securities Act of 1933 in reliance upon the exemption provided in Section 4(a)(2) and Rule 506(b) thereunder. About GelTech Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware corporation organized in 2006. The Company markets four products: (1) FireIce(R), a water soluble fire retardant used to protect firefighters, structures and wildlands; (2) Soil2O(R) 'Dust Control', its new application which is used for dust mitigation in the aggregate, road construction, mining, as well as, other industries that deal with daily dust control issues; (3) Soil2O(R), a product which reduces the use of water and is primarily marketed to golf courses, commercial landscapers and the agriculture market; and (4) FireIce(R) Home Defense Unit, a system for applying FireIce(R) to structures to protect them from wildfires. For the year ended June 30, 2015, the Company reported a net loss of $5.51 million on $800,365 of sales compared to a net loss of $7.11 million on $814,587 of sales for the year ended June 30, 2014. As of Sept. 30, 2016, Geltech Solutions had $2.15 million in total assets, $7.96 million in total liabilities and a total stockholders' deficit of $5.80 million. The Company's auditors Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company has a net loss and net cash used in operating activities in of $2,638,580 and $2,146,501, respectively, for the six months ended Dec. 31, 2015, and has an accumulated deficit and stockholders' deficit of $43,285,883 and $4,482,416, respectively, at Dec. 31, 2015. These matters raise substantial doubt about the Company's ability to continue as a going concern. GEORGE BAVELIS: Ted Doukas Ordered to Pay $1.1-Mil. in Damages -------------------------------------------------------------- In the adversary proceeding captioned George A. Bavelis, et al., Plaintiffs, v. Ted Doukas, et al., Defendants, Adv. Pro. No. 10-2508 (Bankr. S.D. Ohio), Judge John E. Hoffman, Jr. of the United States Bankruptcy Court for the Southern District of Ohio, Eastern Division of Columbus, recommended that the district court enter a final judgment in favor of the plaintiffs: (a) declaring that the assignments of George A. Bavelis' membership interests in three limited liability companies that Bavelis had formed with his business partner, Mahammad Qureshi ("Bavelis-Qureshi LLCs"), were fraudulently induced by Ted Doukas; (b) rescinding the assignments and the subsequent transfers; (c) awarding George A. Bavelis compensatory damages in the amount of $116,600 and punitive damages in the amount of $1 million; and (d) dismissing Count Five, Count Eight, Count Fourteen and the moot claims. George Bavelis, whose confirmed Chapter 11 plan provides for a 100% repayment of his legitimate creditors' claims, objected to the $14 million secured proof of claim filed by Quick Capital of Long Island Corp., a company wholly owned by Doukas, his former "friend." In Bavelis v. Doukas (In re Bavelis), 490 B.R. 258 (Bankr. S.D. Ohio 2013) ("Bavelis I"), the Court disallowed Quick Capital's claim and held that neither Doukas nor any of his other companies had any claim against Bavelis's bankruptcy estate. The Court found that Quick Capital lent Bavelis no funds. Instead, Doukas fraudulently induced Bavelis to execute the note on which the Quick Capital claim was based as part of a larger scheme designed to fleece Bavelis out of substantially all of his assets. As also explained in Bavelis I, Doukas succeeded not only in fraudulently inducing Bavelis to execute the note, but also in taking from Bavelis his direct and indirect membership interests in the Bavelis-Qureshi LLCs. In short, the Court found that, having promised Bavelis that he would negotiate with Qureshi to resolve disputes regarding the management of the Bavelis-Qureshi LLCs, Doukas instead defrauded Bavelis into assigning his interests in the Bavelis-Qureshi LLCs to three of Doukas' wholly owned companies -- defendants Blair International, Inc.; R.P.M. Recoveries, Inc.; and the aptly named Nemesis of LI Corp. The Court's findings, which have been upheld through two layers of appeal, distilled down to a central conclusion: Doukas is an unrepentant fraudster who made false promises to Bavelis in an attempt to misappropriate as many of Bavelis's assets as he could. Judge Hoffman thus determined that the assignments were fraudulently induced and that as a result of his fraudulent conduct Doukas should pay both compensatory damages and substantial punitive damages to Bavelis. The bankrupty case is In re: GEORGE A. BAVELIS, Debtor, Case No. 10-58583 (Bankr. S.D. Ohio). A full-text copy of Judge Hoffman's February 22, 2017 memorandum is available at: http://bankrupt.com/misc/ohsb10-bk-58583-888.pdf GOLF SUPPLY: EDC to Auction Equipment on March 7 ------------------------------------------------ Secured party Export Development Canada will appear at the offices of Duane Morris LLP, 865 South Figueroa Street, 3100, Los Angeles, California, on March 7, 2017, at 10:00 a.m. (Pacific Time), and will offer for sale at public auction, pursuant to the Uniform Commercial Code, the collateral of Golf Supply House USA Inc., on account of the indebtedness owed from the Debtor to SCM Specialty. If you wish to attend the sale, please contact counsel to the Secured Party: Alan M. Mirman, Esq. Mirman, Bubman & Nahmias, LLP 21860 Burbank Boulevard, Suite 360 Woodland Hills, CA 91367-7406 Tel: (818) 451-4600 Fax: (818) 451-4620 E-mail: amirman@mbnlawyers.com The collateral for sale consists of: (a) all of the Debtor's furniture, fixtures and equipment, and includes, without limitations, all of the Debtor's right, title and interest in and to all of their equipment, which includes all of their other machinery, machine tools, motors, equipment, furniture, furnishings, fixtures, motor vehicles, tools, parts, dies, jigs and any and all attachments, accessories, accessions, replacements, substitutions, additions and improvements thereto, wherever located, including but not limited to any operating software or programming necessary to make equipment functional; except for one 2006 Biess Model Rover B4-40 FT-K CNC Machine SN 62931 CW RA 3005 D09 222 Vacuum Pump. (b) all of the Debtor's books and records relating to any of the foregoing; and (c) any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing. The sale will be held pursuant to the UCC and will be subject to, without limitation, these terms and conditions, among other things: 1) any prospective purchase who is the highest and best bidder, other than the secured party, will be required to pay 20% of the amount of the winning bid to the secured party at the conclusion of the sale in the form of a cashier's check, with the balance of the winning bid payable to the secured party within 48 hours of the conclusion of the sale in the form of a wire transfer of immediately available funds; 2) The purchase price will not include any applicable foreign, federal, state or local taxes. The amount of any applicable foreign, federal, state or local taxes payable or paid by or assessed against the highest bidder at public sale contemplated herein will be paid by the highest bidder; 3) The highest and best bidder will be determined by the secured party in its sole and absolute discretion; 4) The collateral will be sold subject to all existing liens senior to that of the lender, outstanding taxes and special assessments, if any; 5) The collateral will be sold on "as is, where is" basis, with all faults, without recourse, and without any express or implied representations or warranties whatsoever, including without limitation, condition of the tile, possession, quite enjoyment, value or quality of the collateral. Golf Supply House -- http://www.golfsupplyhouse.com-- provides golf products and equipment for driving ranges and golf courses. GOODYEAR TIRE: Fitch Rates Proposed $700MM Unsec. Notes 'BB' ------------------------------------------------------------ Fitch Ratings has assigned a rating of 'BB/RR4' to The Goodyear Tire & Rubber Company's (GT) proposed issuance of $700 million in senior unsecured notes due 2027. GT's Issuer Default Rating (IDR) is 'BB' and the Rating Outlook is Stable. The proposed notes will be guaranteed on a senior unsecured basis by GT's U.S. and Canadian subsidiaries that also guarantee GT's secured credit facilities and its other senior unsecured notes. Proceeds from the proposed notes will be used to redeem GT's existing $700 million of 7% senior unsecured notes due 2022. By refinancing the 7% notes, GT will likely be able to take advantage of favorable credit market conditions to lower its cost of debt, while shifting maturities further into the future. The Recovery Rating of 'RR4' on the proposed notes reflects Fitch's expectation of average recovery prospects, in the 30% to 50% range, in a distressed scenario. KEY RATING DRIVERS GT's ratings reflect the tire manufacturer's strengthened credit profile, which has been driven by significantly improved profitability and free cash flow (FCF) that the company has used to reduce debt. GT's focus on high value added (HVA) tires and its global cost reduction initiatives have resulted in substantial margin growth and higher operating income over the past couple of years, even as global tire volume growth has been sluggish. GT's market position remains strong as the third-largest global tire manufacturer overall and the top manufacturer of consumer replacement tires in the U.S. Fitch expects credit metrics could strengthen over the intermediate term as the company continues to look for further opportunities to use FCF to strengthen its balance sheet. Fitch's primary rating concerns for GT remain the heavy competition in the global tire industry, rising industry capacity and the industry's sensitivity to commodity prices, particularly to petroleum products and natural rubber. Fitch expects global industry capacity will continue to grow, including when GT's new Americas plant begins production in 2017. Several competitors have opened plants in North America over the past six years and more capacity has been added in emerging markets. Mitigating this concern is the capacity-intensive nature of HVA tire manufacturing, especially for light truck and SUV HVA tires, which limits the number of HVA tires that can be manufactured with a given amount of capacity. GT has also noted that it is capacity constrained on some of its popular tires, and it needs the new Americas plant to meet demand. Low commodity prices have contributed to GT's strong profit growth over the two years, as substantially lower raw material costs have more than offset the effect of reduced commodity pass-through charges on the company's revenue. Commodity prices are expected to rise over the near term, which will create some margin headwinds. The company has historically been successful in offsetting higher commodity prices with increased tire pricing, but heightened industry competition could limit GT's future pricing flexibility. Fitch generally expects GT's credit protection metrics to strengthen over the intermediate term as global tire demand grows along with the number of vehicles on global roads, especially in emerging markets, and as the company continues to work on improving its cost structure. Fitch expects leverage to decline over the intermediate term as GT's earnings rise and as it continues to reduce debt. Fitch also expects reduced variability in the company's quarterly cash flows over time as it focuses on working capital management. As of Dec. 31, 2016, GT's debt totalled $5.8 billion, including $502 million in off-balance-sheet securitized receivables, and last 12 months (LTM) Fitch-calculated EBITDA was $2.5 billion, leading to Fitch-calculated EBITDA leverage of 2.3x. FFO adjusted leverage was 3.7x, and GT's EBITDA margin was 16.5%. Fitch-calculated free cash flow (FCF) in the year ended Dec. 31, 2016 was $212 million, leading to a FCF margin of 1.4%. Liquidity totalled $4.1 billion, including $1.1 billion in cash and $3 billion in combined availability on the company's U.S. and European revolvers, as well as various foreign and domestic facilities. Consistent with many U.S. industrials with global operations, the majority of GT's debt has been issued in the U.S., but 56% of the company's 2016 revenue was generated in other countries. Also, 79% of the company's consolidated cash, or $889 million, was located at non-guarantor subsidiaries outside the U.S. at Dec. 31, 2016. Fitch views the mismatch between cash and debt as a risk that could lead to higher leverage if the company has difficulty repatriating its foreign cash. KEY ASSUMPTIONS -- Global tire industry demand grows modestly over the intermediate term, but it remains weak in Latin America. -- Near-term revenue is negatively affected by a strong U.S. dollar. -- Capital spending runs at about $1 billion annually over the intermediate term as the company invests in growth initiatives, including its new Americas plant. -- Dividends remain relatively modest, but they rise over the intermediate term. -- Cash pension contributions run in the $50 million to $75 million range over the intermediate term. -- The company continues to look for opportunities to reduce debt. RATING SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to a positive rating action include: -- Demonstrating continued growth in tire unit volumes, market share and pricing; -- Maintaining 12-month FCF margins of 4% or better for an extended period; -- Generating sustained gross EBITDA margins of 12% or higher; -- Maintaining leverage near 2.0x for an extended period; -- Maintaining FFO adjusted leverage near 3.0x for an extended period. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- A significant step-down in demand for the company's tires without a commensurate decrease in costs; -- An unexpected increase in costs, particularly related to raw materials, that cannot be offset with higher pricing; -- A decline in the company's cash below $1.3 billion for several quarters; -- A decline in 12-month FCF margins to below 2% for a prolonged period; -- An increase in gross EBITDA leverage to above 3.0x for a sustained period; -- An increase in FFO adjusted leverage to above 4.0x for a sustained period. Fitch rates GT and its Goodyear Dunlop Tires Europe B.V. (GDTE) subsidiary as follows: GT -- IDR 'BB'; -- Secured bank credit facility 'BB+/RR1'; -- Secured second-lien term loan 'BB+/RR1'; -- Senior unsecured notes 'BB/RR4'. GDTE -- IDR 'BB'; -- Secured bank credit facility 'BB+/RR1'; -- Senior unsecured notes 'BB/RR2'. The Rating Outlook for GT and GDTE is Stable. GOODYEAR TIRE: Moody's Assigns Ba3 Rating to $700MM Unsecured Notes ------------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to the proposed $700 million issuance of senior unsecured notes by The Goodyear Tire & Rubber Company. The net proceeds from the notes, together with current cash and cash equivalents, are expected to be used to redeem in full the 7.0% $700 million of senior unsecured notes due 2022 (the "2022 Notes") at a redemption price equal to 103.5% of the principal amount thereof, plus accrued and unpaid interest to the redemption date. The rating outlook is stable. Rating Assigned: The Goodyear Tire & Rubber Company Ba3(LGD4) to the proposed $700 million senior unsecured guaranteed notes due 2027, Moody's maintains the following ratings for Goodyear and its subsidiaries: The Goodyear Tire & Rubber Company Corporate Family Rating, at Ba2; Probability of Default Rating, at Ba2-PD; $400 million (remaining amount) senior secured second lien term loan due 2019, at Baa3 (LGD2); 5.0% $900 million senior unsecured guaranteed notes due 2026, at Ba3 (LGD4). 8.75% $283 million senior unsecured guaranteed notes due 2020, at Ba3 (LGD4); 7.0% $700 million senior unsecured guaranteed notes due 2022, at Ba3 (LGD4); 7.0% $150 million senior unsecured unguaranteed notes due 2028, at B1 (LGD6); 5.125% $1 billion senior unsecured guaranteed notes due 2023, at Ba3 (LGD4); Speculative Grade Liquidity Rating, at SGL-1; The rating outlook is Stable Goodyear Dunlop Tires Europe B.V. 3.75% $250 million senior unsecured Euro notes due 2023, at Ba1 (LGD2). RATINGS RATIONALE Moody's expects the current transaction will generate interest savings for Goodyear. This transaction follows debt refinancing, repricing, and debt paydown actions achieved in 2016, generating improved debt service costs. Pro forma for Goodyear's contractual obligations and commitments for 2017, EBITA/interest is estimated at 4.35x. (inclusive of Moody's standard adjustments) compared to an actual level of 3.8x for 2016. The current transaction should further improve EBITA/Interest on a pro forma basis. Debt/EBITDA at year-end 2016 was approximately 2.6x. Goodyear's segment operating income (SOI) improvement in 2016 over 2015 was about 4.4%. This weak performance improvement, below Goodyear's target of 10-15%, was driven by lower volumes in the Americas and higher unabsorbed costs, and pricing reductions to Goodyear's distribution customers that were not offset by lower raw material costs. Flattish profit prospects are expected for 2017 compared to 2016 as the company's impact from raw material/price mix remains flat, and flattish overall volumes, including continued weak commercial vehicle markets, constrain profit growth. Ongoing unabsorbed overhead cost, are expected to be partially offset by cost savings. Yet, working capital headwinds in the form of higher raw materials costs are likely to increase seasonal borrowings and thus pressure EBITA/interest levels. Further, Debt/EBITDA is unlikely to significantly improve toward Moody's previously established positive rating triggers in the near-term without significant additional debt paydown. Goodyear's very good liquidity profile, at a Speculative Grade Liquidity Rating at SGL-1 will support financial flexibility over the next 12-18 month with strong cash balances and revolving credit availability. As of December 31, 2016, Goodyear's global cash on hand approximated $1.1 billion. The $2.0 billion revolving credit facility had $1.5 billion of borrowing base availability after $85 million of borrowings and $40 million of outstanding letters of credit. The facility matures in 2021. Goodyear's Euro 550 million revolving credit facility was unfunded as of December 31, 2016 and the Pan European accounts receivable securitization facility had availability of $198 million. Moody's expects Goodyear to generate positive free cash flow positive in 2017 in the mid-single digit range as a percentage of debt. There is a coverage ratio covenant test under the $2.0 billion revolver which comes into effect only when availability under the revolver, plus cash balances of the parent and guarantor subsidiaries under the facility, goes below $200 million, which is unlikely to be activated in the near-term. Goodyear has the capacity under the indentures for its unsecured obligations to pledge additional assets (subject to the terms, limitations and exclusions provided in the respective indentures). Should the permissible liens exceed the prescribed amount, Goodyear would be required to ratably secure the unsecured notes issued under the indentures. Over the intermediate term, a higher rating or outlook could result from sustained industry conditions which support improvement in profit margins and debt reduction. A higher rating or outlook could result from EBITA/interest at or above 4.0x, and debt/EBITDA at or about 2.0x while maintaining at least a good liquidity profile. A lower rating could result if industry conditions deteriorate through weakening volume trends, competitive pressures, or increasing raw material costs which are not offset by improved product mix, pricing, or restructuring actions. Deteriorating EBITA margins, the inability to generate positive free cash flow sufficient to maintain debt/EBITDA below 3x, or EBITA/Interest at 3x could also result in a downgrade. Ratings pressure could arise from a meaningful decline in the liquidity profile. The principal methodology used in this rating was Global Automotive Supplier Industry published in June 2016. The Goodyear Tire & Rubber Company, based in Akron, OH, is one of the world's largest tire companies with 48 manufacturing facilities in 21 countries around the world. Revenues for the fiscal year 2016 were approximately $15.2 billion. GOODYEAR TIRE: S&P Rates New $700MM Sr. Unsecured Notes 'BB' ------------------------------------------------------------ S&P Global Ratings assigned its 'BB' issue-level rating and '4' recovery rating to Akron, Ohio-based The Goodyear Tire & Rubber Co.'s proposed $700 million senior unsecured notes. The '4' recovery rating indicates S&P's expectation that lenders would receive average recovery (30%-50%; rounded estimate: 35%) in the event of a payment default. Goodyear will use the net proceeds from this offering, which it estimates will be about $690 million, to fully redeem its 7% senior notes due 2022 at a redemption price equal to 103.5% of the principal, plus accrued and unpaid interest up to the redemption date. Before the notes are redeemed, the company may temporarily use all or some of the net proceeds to repay the borrowings under its revolving credit facilities. The proposed notes are senior unsecured obligations of Goodyear and its guarantors, ranking equal in right of payment with the company's existing and future unsubordinated debt. The notes will also be effectively subordinated to all of the company and its subsidiary guarantors' existing and future secured debt to the extent of the collateral securing the debt. S&P's ratings on Goodyear reflect the company's level of debt leverage and cash flow, as well as its competitive position in both the replacement and original equipment tire markets. RATINGS LIST The Goodyear Tire & Rubber Co. Corporate Credit Rating BB/Stable/-- New Ratings The Goodyear Tire & Rubber Co. $700M Snr Unsecd Notes Due 2027 BB Recovery Rating 4(35%) GRAFTECH INTERNATIONAL: Incurs $236 Million Net Loss in 2016 ------------------------------------------------------------ Graftech International Ltd. filed with the Securities and Exchange Commission its annual report on Form 10-K declaring a net loss of $235.8 million on $437.9 million of net sales for the year ended Dec 31, 2016, Graftech had a net loss of $33.5 million on $193.1 million of net sales for the period Aug. 15, 2015 through Dec. 31, 2015 and its predecessor had a net loss of $120.6 million on $339.9 million of revenue for Jan. 1 to Aug. 14, 2015. As of Dec. 31, 2016, Graftech International had $1.172 billion in total assets, $594.9 million in total liabilities and $577.4 million in total stockholders' equity. Net sales for their Industrial Materials segment decreased from $339.9 million in the period Jan. 1 through Aug. 14, 2015, and $193.1 million in the period Aug. 15 through Dec. 31, 2015, to $438.0 million in 2016. This decrease was driven by a 27% decrease in prices for graphite electrodes. The price decrease was driven by overcapacity within the graphite electrode industry. Throughout 2013, 2014 and 2015 the Company undertook rationalization plans in order to streamline its organization and lower its production costs. On Oct. 31, 2013, the Company announced a global initiative to reduce their Industrial Materials segment's cost base and improve their competitive position. As part of this initiative, they ceased production at their two highest cost graphite electrode plants, located in Brazil and South Africa, as well as a machine shop in Russia. On July 29, 2014, the Company announced additional rationalization initiatives to increase profitability, reduce cost and improve global competitiveness in their former Engineered Solutions segment, which impacted our Corporate, R&D and other. During the third quarter of 2014, the Company announced the conclusion of another phase of their on-going company-wide cost savings assessment. This resulted in changes to the Company's operating and management structure in order to streamline, simplify and decentralize the organization. A full-text copy of the Form 10-K filing is available at: https://is.gd/AuTFCo About Graftech International Graftech International Ltd. is a manufacturer of a broad range of high quality graphite electrodes, products essential to the production of electric arc furnace steel and various other ferrous and nonferrous metals. As of Sept. 30, 2016, Graftech had $1.23 billion in total assets, $601.70 million in total liabilities and $636.90 million in total stockholders' equity. * * * As reported by the TCR on March 15, 2016, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Independence, Ohio-based GrafTech International two notches to 'CCC+' from 'B'. Draftech carries a 'Ba3' corporate family rating from Moody's Investors Service. GREAT LOCATIONS: Taps Berger Fischoff as Legal Counsel ------------------------------------------------------ Great Locations, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Berger, Fischoff & Shumer, LLP to give legal advice regarding its duties under the Bankruptcy Code, assist in the preparation of a bankruptcy plan, and provide other legal services. The hourly rates charged by the firm range from $425 to $525 for partners, and $315 to $400 for associates. Paralegals will charge $185 per hour. Berger Fischoff does not represent any interest adverse to the Debtor or its bankruptcy estate, according to court filings. The firm can be reached through: Gary C. Fischoff, Esq. Berger, Fischoff & Shumer, LLP 6901 Jericho Turnpike, Suite 230 Syosset, NY 11791 Phone: 516-747-1136 Email: hberger@bfslawfirm.com Email: gfischoff@bfslawfirm.com About Great Locations Inc. Based in Freeport, New York, Great Locations, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-70531) on January 30, 2017. The petition was signed by Neil Curtis, president. The case is assigned to Judge Alan S. Trust. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. GROUP MIDLAND: Seeks to Hire Orchid Global as Property Manager -------------------------------------------------------------- Group Midland Hotels, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire a property manager. Group Midland proposes to hire Orchid Global Hotels LLC to manage Super 7 Inn Midland, a hotel owned by the company located at 2500 Commerce Drive, Midland, Texas. The company will pay Orchid Global a monthly management fee of $2,500, and a monthly accounting fee of $500. The firm will also receive $750 per month as reimbursement for work-related expenses. Larry Williams, vice-president of operations of Orchid Global, disclosed in a court filing that the firm does not hold any interest adverse to Group Midland or its bankruptcy estate. The firm can be reached through: Larry Williams Orchid Global Hotels LLC 8000 Warren Parkway, Suite 206 Frisco, TX 75034 About Group Midland Hotels Group Midland Hotels, LLC, operates a hotel formerly known as Travelodge located in Midland, Texas. Group Midland Hotels filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 17-70021), on Feb. 6, 2017. The petition was signed by Chetna Hira, managing member. The case is assigned to Judge Tony M. Davis. At the time of filing, the Debtor had both assets and liabilities estimated to be between $1 million to $10 million each. The Debtor is represented by Joyce W. Lindauer, Esq. at Joyce W. Lindauer Attorney, PLLC. No trustee, examiner or committee has been appointed in the case. HARTLAND MMI: Taps David J. Winterton as Legal Counsel ------------------------------------------------------ Hartland MMI LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire David J. Winterton & Associates, Ltd. to give legal advice regarding its duties under the Bankruptcy Code, assist in the preparation of a bankruptcy plan, and provide other legal services. The hourly rates charged by the firm for the services of its attorneys range from $250 to $400. Paralegals will charge $150 per hour. Winterton does not represent any interest adverse to the Debtor or its bankruptcy estate, and that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: David J. Winterton, Esq. David J. Winterton & Associates, Ltd. 1140 N Town Center DR, Ste 120 Las Vegas, NV 89144 Tel: (702) 363-0317 Fax: (702) 363-1630 Email: david@davidwinterton.com Email: autumn@davidwinterton.com About Hartland MMI Hartland MMI LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-10549) on February 8, 2017. The petition was signed by Garry Hart, manager. The case is assigned to Judge Mike K. Nakagawa. At the time of the filing, the Debtor disclosed $3.65 million in assets and $2.02 million in liabilities. HARVEY GULF: Moody's Lowers Corporate Family Rating to Caa3 ----------------------------------------------------------- Moody's Investors Service downgraded Harvey Gulf International Marine Corp.'s (HGIM Corp or Harvey Gulf) Corporate Family Rating (CFR) to Caa3 from Caa2, Probability of Default Rating (PDR) to Ca-PD from Caa3-PD, and senior secured term and revolving credit facility rating to Caa3 from Caa2. The outlook remains negative. Downgrades: Issuer: Harvey Gulf International Marine Corp. -- Corporate Family Rating, Downgraded to Caa3 from Caa2 -- Probability of Default Rating, Downgraded to Ca-PD from Caa3-PD -- Senior secured Term and Revolving credit Facility, Downgraded to Caa3 (LGD3) from Caa2 (LGD3) Outlook Actions: Issuer: Harvey Gulf International Marine Corp. -- Outlook, Negative RATINGS RATIONALE Harvey Gulf's downgrade to Caa3 reflects its escalating financial leverage and weak liquidity. Although Harvey Gulf is relatively better positioned in its peer group with a moderate portion of its utilization coming from firm contracts through 2017 and beyond, its debt to EBITDA ratio by year-end 2017 will be nearly 10x (per Moody's calculations) and worsen through 2018. Given the anemic offshore activity and oversupply of the OSVs, Harvey Gulf's current utilization and day rates for the non-contracted vessels operating in the spot market are not expected to improve through 2017. Harvey Gulf is expected to have generated approximately $160 million of EBITDA in 2016, but Moody's outlook for Harvey Gulf's 2017 EBITDA will result in heightened liquidity stress, with increased risk of breaching minimum adjusted EBITDA covenant towards the end of 2017. The company's ability to access the revolver will be severely constrained due to the risk of covenant breach and the likelihood of balance sheet restructuring is high. Harvey Gulf's ratings are also affected by its concentration in the Gulf of Mexico. Harvey Gulf could also execute open market debt purchases at steep discount to the par value, resulting in a distressed exchange (an event of default per Moody's definition of default). Harvey Gulf's term loan A, term loan B, and revolving credit facility are all rated Caa3. The credit facilities benefit from a first lien on substantially all of the company's assets and comprise the vast majority of the debt in the company's capital structure, and are thus rated in line with the company's CFR. A higher than normal family recovery rate of 65% has been utilized to recognize the single class of debt in the company's capital structure and an appraised value for the mortgaged vessels that exceeds the total amount of debt. Harvey Gulf has weak liquidity through 2017. Moody's projects a cash need of approximately $35 million above the company's operating cash flow through 2017, in order to service the debt and fund capital expenditure commitments related to its new build program. A portion of this cash need would have to be funded through draws on the revolver. The senior secured credit facility requires Harvey Gulf to comply with four covenants -- a minimum fixed charge coverage ratio of 1.10x, a minimum asset coverage ratio of 1.15x through 09/30/2017 and 1.20x thereafter, a total leverage ratio which is suspended through 12/31/2017 and 6.0x thereafter, and a minimum adjusted EBITDA covenant requiring Harvey Gulf to generate a minimum adjusted last twelve months EBITDA of $123 million at the end of first quarter 2017, growing incrementally to last twelve months EBITDA of $132 million by the end of 2017. Moody's projects that Harvey Gulf will breach the minimum EBITDA covenant by the end of 2017 thereby restricting the company's access to revolver. Additionally, Harvey Gulf is unlikely to be in compliance with its leverage ratio covenant of 6.0x in 2018. Secondary sources of liquidity are limited as all of the company's assets are pledged to the lenders and any asset sale would likely be required to reduce debt. The negative outlook reflects the liquidity stress and the potential breach in the minimum required EBITDA covenant in late 2017. A downgrade could occur if the company does not maintain compliance with the loan documents or performs balance sheet restructuring. The ratings are not likely to be upgraded at least through 2017 given the protracted weakness in the offshore services activity. Should a rise in utilization rates and dayrates contribute to a debt to EBITDA ratio sustaining below 7.0x, combined with at least adequate liquidity, Harvey Gulf's ratings could be upgraded. HGIM Corp. (Harvey Gulf International Marine, or Harvey Gulf) provides service vessels to support offshore drilling and production operations predominantly in the US Gulf of Mexico. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in December 2014. HAWAIIAN TELCOM: S&P Rates $320MM Delayed Draw Term Loan 'B' ------------------------------------------------------------ S&P Global Ratings assigned its 'B' issue-level rating to Honolulu, Hawaii-based telecommunications services provider Hawaiian Telcom Communication Inc.'s $320 million delayed draw term loan, which consists of a $90 million five-year tranche and $230 million six-year tranche. The senior secured term loan is part of a $350 million credit facility that includes an unrated $30 million revolver. The recovery rating on the new term loan is '3', indicating S&P's expectation of meaningful (50%-70%; rounded estimate: 65%) recovery of principal and interest for secured lenders in the event of payment default. The company will use the proceeds from the term loan to repay the $291 million outstanding on its existing term loan B due June 2019, fund capital expenditures, and for general corporate purposes. S&P's 'B' corporate credit rating and stable outlook on parent company Hawaiian Telcom Holdco Inc. is unchanged. Pro forma for the transaction, S&P expects leverage to increase modestly to the mid-3x area from its previous forecast of 3.2x for year-end 2017. S&P also expects free operating cash flow to debt to be less than 5% over the next couple years. Upon completion of the debt repayment, S&P will withdraw its ratings on the company's existing term loan B. RATINGS LIST Hawaiian Telcom Holdco Inc. Corporate Credit Rating B/Stable/-- New Rating Hawaiian Telcom Communication Inc. Senior Secured $90 mil term A-1 bank loan due 2022 B Recovery rating 3 (65%) $230 mil term A-2 bank ln due 2023 B Recovery rating 3 (65%) HCA INC: S&P Affirms 'BB' Corporate Credit Rating ------------------------------------------------- S&P Global Ratings assigned its 'BBB-' issue-level rating (two notches above the corporate credit rating) to Nashville-based HCA Inc.'s proposed $1,489 million senior secured term loan B-9. HCA is issuing the term loan to refinance its term loan B-6. The new term loan matures in 2023 (the same as the debt it refinances), but carries a lower interest rate. S&P assigned a '1' recovery rating to this debt, indicating its expectation of very high (90%-100%; rounded estimate: 95%) recovery for lenders in the event of a payment default. The issue-level ratings are the same as S&P's ratings on the existing senior secured debt. S&P's 'BB' corporate credit rating on HCA reflects S&P's view that its scale relative to other health care services peers should allow the company to better offset declining reimbursement rates with cost reduction efforts, and that its scale and market presence should aid in contract negotiations with commercial payors. In addition, HCA's business is diversified beyond inpatient hospital services, with about 40% of revenues coming from outpatient procedures. These factors are only partially offset by S&P's view that HCA is exposed to reimbursement pressure as government and commercial payors seek to control costs. In addition, its business is geographically concentrated in two states, Texas and Florida, which together represent about half of the company's revenues. S&P's ratings on HCA also reflect S&P's view that the company will maintain leverage around 4x and generate funds from operations (FFO) to total debt in the mid- to high-teens area. S&P's ratings incorporate its expectation that HCA will continue to generate significant operating cash flow, but S&P expects the company to invest heavily in capital expenditures and to continue to prioritize shareholder return over debt repayment. RATINGS LIST HCA Inc. Corporate Credit Rating BB/Stable/-- New Rating HCA Inc. Senior Secured $1,489 Mil. Term Loan B-9 Due 2023 BBB- Recovery Rating 1 (95%) HELLO NEWMAN: Approval of A. Togut as Chapter 11 Trustee Sought --------------------------------------------------------------- The United States Trustee asks the U.S. Bankruptcy Court for the Southern District of New York to approve the appointment of Albert Togut as the Chapter 11 Trustee for Hello Newman Inc. Based on the Notice of Appointment of Chapter 11 Trustee, Albert Togut is required to notify the U.S. Trustee of his acceptance in writing and return the notice by first class mail within five business days from the receipt of his appointment. About Hello Newman Hello Newman Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-12910) on October 17, 2016. The petition was signed by Philip Hartman, secretary. The case is assigned to Judge Shelley C. Chapman. At the time of the filing, the Debtor $14 million in assets and $4.69 million in liabilities. HONGLI CLEAN: Receives Nasdaq Delinquency Letter on Delayed 10-Q ---------------------------------------------------------------- Hongli Clean Energy Technologies Corp., a vertically integrated producer of clean energy products located in Henan Province, China, on Feb. 23, 2017, disclosed that it has received a letter from The NASDAQ Stock Market ("NASDAQ") notifying the Company that it is not in compliance with NASDAQ Listing Rule 5250(c)(1) because it has not filed its Quarterly Report on Form 10-Q for the period ended Dec. 31, 2016 in a timely manner with the Securities and Exchange Commission (the "SEC"). NASDAQ Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the SEC. This delinquency serves as an additional basis for delisting the Company's securities from the Nasdaq Stock Market. As previously reported, the Company informed the Nasdaq Listing Qualification Panel (the "Panel") that its auditor had notified the Company on Jan. 26, 2017 that it would need additional time to complete the audit for the fiscal year ended June 30, 2016. The Panel has granted the Company's request for extension of the exception period to complete its audit and filing of its delinquent reports and any necessary restatements with the Securities and Exchange Commission prior to March 31, 2017. About Hongli Clean Energy Technologies Previously known as SinoCoking Coal and Coke Chemical Industries, Inc., Hongli Clean Energy Technologies Corp. ("Hongli" or the "Company") (NASDAQ: CETC) is a Florida corporation and an emerging producer of clean energy products located in Pingdingshan City, Henan Province, China. The Company has historically been a vertically-integrated coal and coke processor of basic and value-added coal products for steel manufacturers, power generators, and various industrial users. The Company has been producing metallurgical coke since 2002, and acts as a key supplier to regional steel producers in central China. The Company also produces and supplies thermal coal to its customers in central China. The Company currently owns its assets and conducts its operations through its subsidiaries, Top Favour Limited and PingdingshanHongyuan Energy Science and Technology Development Co., Ltd., and its affiliated companies, Henan Province PingdingshanHongli Coal & Coke Co., Ltd., Baofeng Coking Factory, BaofengHongchang Coal Co., Ltd., BaofengHongguang Environment Protection Electricity Generating Co., Ltd., Zhonghong Energy Investment Company, Henan Hongyuan Coal Seam Gas Engineering Technology Co., Ltd., BaofengShuangri Coal Mining Co., Ltd., and BaofengXingsheng Coal Mining Co., Ltd. HOOPER HOLMES: Bard Associates Has 6.6% Stake as of Dec. 31 ----------------------------------------------------------- Bard Associates, Inc. disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2016, it beneficially owns 663,379 shares of common stock of Hooper Holmes, Inc., representing 6.6 percent of the shares outstanding. A full-text copy of the regulatory filing is available at: https://is.gd/GCNFDX About Hooper Holmes Hooper Holmes, Inc., provides health risk assessment services and wellness as well as health improvement services with its acquisition of Accountable Health Solutions, Inc. (AHS). The Olathe, Kansas-based Company provides these services to individuals as part of health and wellness programs offered through corporate and government employers, and to clinical research organizations. The Company reported a net loss of $10.87 million in 2015, a net loss of $8.47 million in 2014 and a net loss of $11.27 million in 2013. As of Sept. 30, 2016, Hooper Holmes had $17.46 million in total assets, $18.04 million in total liabilities and a total stockholders' deficit of $578,000. KPMG LLP, in Kansas City, Missouri, 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, negative cash flows from operations and other related liquidity concerns, which raises substantial doubt about the Company's ability to continue as a going concern. HOOPER HOLMES: Perritt Capital Has 5.9% Equity Stake as of Dec. 31 ------------------------------------------------------------------ Perritt Capital Management, Inc. disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2016, it beneficially owns 593,334 shares of common stock of Hooper Holmes, Inc., representing 5.9 percent based upon an aggregate of 10,103,525 shares outstanding as of Oct. 31, 2016. In addition, Perritt Funds, Inc. also reported beneficial ownership of 498,001 common shares. A full-text copy of the regulatory filing is available for free at https://is.gd/YXCEmh About Hooper Holmes Hooper Holmes, Inc., provides health risk assessment services and wellness as well as health improvement services with its acquisition of Accountable Health Solutions, Inc. (AHS). The Olathe, Kansas-based Company provides these services to individuals as part of health and wellness programs offered through corporate and government employers, and to clinical research organizations. The Company reported a net loss of $10.87 million in 2015, a net loss of $8.47 million in 2014 and a net loss of $11.27 million in 2013. As of Sept. 30, 2016, Hooper Holmes had $17.46 million in total assets, $18.04 million in total liabilities and a total stockholders' deficit of $578,000. KPMG LLP, in Kansas City, Missouri, 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, negative cash flows from operations and other related liquidity concerns, which raises substantial doubt about the Company's ability to continue as a going concern. HOSTESS BRANDS: Reich Brothers to Auction Remaining Assets ---------------------------------------------------------- Reich Brothers, in partnership with Rabin Worldwide, will conduct a series of sales of the remaining assets and factories of Hostess Brands throughout the month of March. The large-scale auction will feature more than 2,000 lots from 12 bakeries and storage locations, as well as the sale of six real estate properties in Peoria, Illinois; Dolton, Illinois; Tolleson, Arizona; Rocky Mount, North Carolina; Morristown, Tennessee; and Bluefield, West Virginia. Online offerings open March 1, 2017, with auctions closing the week of April 3, 2017; the two companies will conduct a coast-to-coast equipment sale online, which can be found at rabin.com/buy/Auctions-Liquidations.aspx and reichbros.com/sale-event/flowers-bakeries/. Two live auctions will be hosted in Ogden, Utah, and Rocky Mount, North Carolina. Reich Brothers, which acquires turnkey manufacturing plants and provides for the bulk purchase of equipment packages and monetization through the auction sale process, and Rabin Worldwide, an international industrial auction and real estate company, partnered to purchase the equipment and multiple Hostess plants that remained intact, but idle, from a 2012 liquidation sale. "The real estate properties available for purchase are in established or burgeoning industrial markets, making them prime locations for manufacturers," said Adam Reich, Co-CEO of Reich Bros. "We look forward to helping usher in new industrial tenants that will create jobs and stimulate the economies of each of these geographical areas." Richard Reese, CEO of Rabin Worldwide, notes, "The legacy of the Hostess Brands is positively affecting the sale of these goods. We have interest from buyers across the United States, and as far away as Brazil. We've included unique baking equipment, such as a Twinkie packaging line. Our live auctions in Ogden and Rocky Mount are a prime opportunity for bidders to see exclusive snack cake lines." Items featured include: -- Dough mixers, flour handling equipment -- Bread & bun make-up and packaging lines -- Snack cake, donut production machinery -- Ovens, proofers, coolers, panning systems -- Pan, lid, and product conveyor -- Stainless tanks, kettles, pumps, pipework -- Boilers, air compressors, chillers, ice makers Hostess Brands ceased operations in 2012; the once-vast empire employed 22,000 workers across more than 40 bakeries, under numerous brand names including Twinkie, Wonder Bread, Nature's Pride, Butternut Breads, Dolly Madison, and more. About Hostess Brands Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known for iconic brands such as Butternut, Ding Dongs, Dolly Madison, Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride, Twinkies and Wonder. Hostess has 36 bakeries, 565 distribution centers and 570 outlets in 49 states. Hostess filed for Chapter 11 bankruptcy protection early morning on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through 12-22056) in White Plains, New York. Hostess Brands disclosed assets of $982 million and liabilities of $1.43 billion as of the Chapter 11 filing. The bankruptcy filing was made two years after predecessors Interstate Bakeries Corp. and its affiliates emerged from bankruptcy (Bankr. W.D. Mo. Case No. 04-45814). In the new Chapter 11 case, Hostess has hired Jones Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general corporate counsel and conflicts counsel; Perella Weinberg Partners LP as investment bankers, FTI Consulting, Inc. to provide an interim treasurer and additional personnel for the Debtors, and Kurtzman Carson Consultants LLC as administrative agent. Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry Wilson, the head of turnaround and restructuring firm MAEVA Advisors, are representing the Teamsters union. Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain Millers International Union and Bakery & Confectionery Union & Industry International Pension Fund are Jeffrey R. Freund, Esq., at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright & Jaworski L.L.P. The official committee of unsecured creditors selected New York law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein head the legal team for the committee. Hostess Brands in mid-November 2012 opted to pursue the orderly wind down of its business and sale of its assets after the Bakery, Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a nationwide strike. The Debtor failed to reach an agreement with BCTGM on contract changes. Hostess Brands sold its businesses and most of the plants to five different buyers for an aggregate of $860 million. Hostess still has some plants, depots and other facilities the buyers didn't acquire. The bankruptcy estate has changed its name to Old HB Inc. HOUSTON AMERICAN: Closes Permian Basin Assets Acquisition --------------------------------------------------------- Houston American Energy Corp. announced that it has completed the acquisition of a 25% working interest in two lease blocks covering 717.25 acres in Reeves County, Texas. The interest was acquired from Founders Oil & Gas III, LLC, for a purchase price of $5,500 per net mineral acre, or a total of $986,000. Additional adjacent acreage is expected to be acquired in the coming weeks by Founders, with Houston American acquiring an interest in the same, to bring the total acreage position to approximately 800 gross acres. Founders will serve as operator of the acreage with drilling of an initial well expected to commence by July 1, 2017, targeting potential resources in the Delaware Basin (which is a sub-basin of the Permian Basin) located in west Texas. John P. Boylan, CEO and president of Houston American stated, "We are very excited to have consummated this acquisition and look forward to commencing drilling and to the prospect of developing a long-term relationship with Founders. Since our agreement to acquire this position, our further evaluation of the acreage, together with recent announcements of multi-billion dollar acquisitions in, and entries into, the Permian Basin by a number of world-class operators, has bolstered our belief in the potential of these properties." About Houston American Energy Corp. Based in Houston, Texas, Houston American Energy Corp. (NYSEMKT:HUSA) -- http://www.HoustonAmericanEnergy.com/-- is an independent energy company with interests in oil and natural gas wells, minerals and prospects. The Company's business strategy includes a property mix of producing and non-producing assets with a focus on Texas, Louisiana and Colombia. As of Sept. 30, 2016, Houston American had $4.30 million in total assets, $45,176 in total liabilities and $4.25 million in total shareholders' equity. Houston American reported a net loss of $3.83 million for the year ended Dec. 31, 2015, compared to a net loss of $4.35 million for the year ended Dec. 31, 2014. GBH CPAs, PC, in Houston, Texas, 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, which raises substantial doubt about its ability to continue as a going concern. HOWARD HUGHES: Moody's Assigns Ba3 Rating to $800MM Unsec. Notes ---------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to the proposed $800 million of senior unsecured notes due 2025 of The Howard Hughes Corporation, proceeds of which will be used to repay the existing $750 million of 6.875% senior unsecured notes due 2021 and to pay related fees and expenses. In the same rating action, Moody's affirmed the company's Ba2 Corporate Family Rating ("CFR"), Ba2-PD Probability of Default ("PD"), and speculative grade liquidity rating of SGL-3. The rating outlook is stable. The following rating actions were taken: Corporate family rating, affirmed at Ba2; Probability of default rating, affirmed at Ba2-PD; $800 million of new senior unsecured notes due 2025, assigned Ba3, LGD-5; $750 million of existing 6.875% senior unsecured notes due 2021, affirmed at Ba3, LGD-5, and will be withdrawn upon their retirement Speculative grade liquidity rating, affirmed at SGL-3; The rating outlook is stable. RATINGS RATIONALE The Ba2 Corporate Family rating acknowledges HHC's strong gross margins, large tangible equity base, undervalued land portfolio, well-recognized and promising development assets, diversified portfolio of operating assets that are beginning to achieve scale, and strong master-planned community assets that are generating reliable and healthy cash flows used to help convert development assets into operating assets. At the same time, the Ba2 rating incorporates HHC's elevated debt leverage and weak interest coverage; its relatively small revenue run rate as compared to the homebuilding universe against which it is being, in part, compared; its limited time as an independent, stand-alone entity; and its remaining development risk, particularly in the South Street Seaport. In addition, although the company has assets spread across 18 states, the majority of its cash flows currently come from three master planned communities in Las Vegas (Summerlin) and Houston (Woodlands and Bridgeland), and the bulk of its best assets are located in three states (NV, TX, and HI). Overlaying all of this is the volatile, highly cyclical, and very capital intensive nature of the land and mixed use properties development businesses, which encompass HHC. The SGL-3 rating indicates that Moody's regards HHC's liquidity as adequate. Because of its heavy development expenses, free cash flow is likely to be negative over the next 12 to 18 months. This will cause HHC to to rely on additional project level debt to fund a portion of these development costs. In addition, HHC's current availability under its two revolvers is essentially zero as they are fully drawn as of December 31, 2016. At the same time, liquidity is enhanced by the company's strong performance under its financial covenants and its sizable unencumbered asset base that could be sold off to raise funds. It should be noted that more than half of the company's existing debt is variable rate debt. The stable rating outlook is based on Moody's expectation that HHC will maintain debt leverage at or below the 50% level, continue to be able to manage its large funding needs successfully, and show a reasonably strong revenue and earnings performance over the next 18 to 24 months. The rating and/or outlook could benefit if the company were able to maintain adjusted debt leverage below 40%, achieve sustainable EBIT interest coverage above six times, and become largely free cash flow positive. The rating and/or outlook could be lowered if adjusted debt leverage were to increase and remain above 55%, EBIT interest coverage were to fall below one time, or its large development portfolio were to run into funding, construction, or operating difficulties. The rating on the senior unsecured notes is notched below the Ba2 Corporate Family Rating because of the presence of a large amount of secured project financing in the company's capital structure. The principal methodology used in these ratings was Homebuilding And Property Development Industry published in April 2015. Headquartered in Dallas, Texas, The Howard Hughes Corporation was spun off from General Growth Properties in November 2010. The company operates in three different segments: lot sales to homebuilders from master planned communities; rental and other income from developed mixed use properties (referred to as the Operating Assets segment); and Strategic Developments, which include mixed use properties held for future development and redevelopment. Total revenues and operating income for year ending December 31, 2016 were $1.035 billion and $202 million, respectively. HOWARD HUGHES: S&P Rates New $800MM 8-Yr. Unsecured Notes 'B+' -------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating to real estate developer The Howard Hughes Corp.'s (HHC) proposed $800 million eight-year senior unsecured notes. S&P assigned a recovery rating of '2' to the notes, reflecting S&P's expectation for substantial (70%-90%; rounded estimate: 85%) recovery to noteholders in the event of a default scenario. The corporate credit rating on the company is unchanged at 'B', and the outlook is stable. S&P anticipates HHC will use the proceeds, net of fees, to retire its outstanding $750 million of 6.875% senior unsecured notes, due 2021. The debt refinancing will not materially affect S&P's forecast for the company, which indicates credit metrics will remain highly leveraged. RECOVERY ANALYSIS Key Analytical Factors Under a default situation, S&P estimates that the level of residual value that is mostly from unencumbered assets will result in substantial (70%-90%) recovery prospects for unsecured senior noteholders in the event of a default, leading to S&P's assessment of a '2' recovery rating. A recovery rating of '2' results in the issue-level rating of 'B+', one notch above the corporate credit rating for HHC of 'B'. S&P estimates $2.9 billion in gross recovery value at the time of default under its projected scenario. This is based on assumptions of the realization rates for the company's land, development, and real estate inventories at default under S&P's contemplated scenario. S&P's analysis considers a blended 54% realization rate on these assets, and the individual asset class realization rates are based on those outlined for developers and real estate companies in S&P's corporate recovery criteria, resulting in a $2.5 billion book value of these assets at default. Simulated Default Assumptions S&P's simulated recovery scenario assumes a default in fiscal 2020, contemplating another deep recession that negatively affects growth in both the company's master planned community land sales and rent revenues from operating asset properties. S&P also assumes that condominium sales slow more dramatically than anticipated and leasing for new development and redevelopment projects is halted. S&P believes that in a distressed situation, cash flows from the company's operating assets and MPC land sales would not be adequate to support the interest burden and cash needs for construction and development. Other recovery analysis assumptions: -- $1.8 billion in aggregate secured debt at default; and -- All debt includes six months of accrued and unpaid interest. Simplified Waterfall -- Adjusted gross enterprise value: $2.9 billion -- Assumed 5% administrative costs, sales, and marketing: $144 million -- Net enterprise value: $2.7 billion -- Secured debt (mostly property level) at default: $1.8 billion ------------------------------------------------- -- Collateral available to unsecured bond holders: $719 million -- Senior unsecured debt at default: $821 million -- Estimated recovery to unsecured debtholders: 70%-90% RATINGS LIST The Howard Hughes Corp. Corporate Credit Rating B/Stable/-- New Rating The Howard Hughes Corp. Senior Unsecured $800 mil senior notes due 2025 B+ Recovery rating 2(85%) IMH FINANCIAL: Units Sell Interests in 2 Hotels for $97 Million --------------------------------------------------------------- IMH Financial Corporation announced an agreement that encompasses the sale of L'Auberge de Sedona, Orchards Inn Sedona and 89 Agave Cantina to an affiliate of DiamondRock Hospitality Company. IMH Financial Corporation, through a subsidiary, will continue to manage L'Auberge de Sedona, Orchards Inn and 89 Agave Cantina in Sedona pursuant to a management agreement with an initial term of five years, and has outlined plans to expand the luxury L'Auberge brand into new markets and manage additional properties in the future. L'Auberge de Sedona, the luxury creekside retreat surrounded by Sedona's enchanting red rocks, and its sister property, Orchards Inn Sedona, were purchased by DiamondRock for $97 million. Following the acquisition, DiamondRock plans to implement well-proven asset management practices at both L'Auberge de Sedona and Orchards Inn and invest in property enhancements to both properties. "I am confident that the strong relationship between our two organizations will allow both properties to flourish under the ownership of DiamondRock Hospitality Company and the continued leadership and management of IMH Financial Corporation," said Lawrence Bain, Chairman and CEO of IMH. "Our commitment to luxury boutique hospitality assets will allow for IMH to focus on expanding the legacy of the L'Auberge brand as we look to acquire and manage additional properties in new markets." Under IMH's management, L'Auberge was ranked the number one hotel in the Southwest by Conde Nast Traveler's Readers Choice Awards 2016. The 88-room L'Auberge and the adjacent 70-room Orchards Inn are situated within the heart of Uptown Sedona. Sedona's proximity to the Grand Canyon makes the hotels an ideal destination for visitors looking to explore the Southwest region. Both properties are located within two hours of the Coconino National Forest, breathtaking Red Rocks, and cities such as Phoenix and Flagstaff. Sedona benefits from a vibrant outdoor and artistic climate with nearly 100 hiking trails for outdoor enthusiasts and nearly 100 eclectic art galleries lining the downtown streets. With the goal of expanding the L'Auberge brand into a collection of hotels, IMH plans to bring the resort's renowned level of luxury, high-touch service and bespoke guest experiences into new markets. Both companies will work closely together to ensure a smooth ownership transition while IMH continues to manage both hotels and the restaurants at each. About IMH Financial Scottsdale, Ariz.-based IMH Financial Corporation was formed from the conversion of IMH Secured Loan Fund, LLC, or the Fund, a Delaware limited liability company, on June 18, 2010. The conversion was effected following a consent solicitation process pursuant to which approval was obtained from a majority of the members of the Fund to effect the Conversion Transactions and involved (i) the conversion of the Fund from a Delaware limited liability company into a Delaware corporation named IMH Financial Corporation, and (ii) the acquisition by the Company of all of the outstanding shares of the manager of the Fund Investors Mortgage Holdings Inc., or the Manager, as well as all of the outstanding membership interests of a related entity, IMH Holdings LLC, or Holdings on June 18, 2010. IMH Financial reported a net loss attributable to common shareholders of $18.90 million on $32.49 million of total revenue for the year ended Dec. 31, 2015, compared to a net loss attributable to common shareholders of $39.46 million on $31.4 million of total revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2016, IMH Financial had $172.77 million in total assets, $109.49 million in total liabilities, $31.49 million in redeemable convertible preferred stock and $31.77 million in total stockholders' equity. INT'L AUTOMOTIVE: Moody's Revises Outlook to Neg. & Affirms B2 CFR ------------------------------------------------------------------ Moody's Investors Service changed International Automotive Components Group's (IAC) rating outlook to negative from stable and affirmed the company's existing ratings including its B2 Corporate Family Rating (CFR). The change to a negative rating outlook reflects the refinancing risk related to upcoming maturity of substantially all of IAC's debt as well as the revenue and cash flow headwinds facing the company over the next 2-3 years. IAC's $300 million and EUR 175 million asset based revolving facilities expire on September 30th, 2020 and its $300 million senior secured bonds mature on June 1st, 2018. However, the revolving facilities have a provision whereupon they become due 90 days prior to the maturity of the notes if the notes are not refinanced by that date, which would push the expiration of the revolvers to March 3rd, 2018. As of 10/01/2016, IAC had $284 million of borrowings outstanding on its revolvers and $112 million of cash and Moody's expects breakeven free cash flow over the next 12 months. Because the company has insufficient internal resources to fund repayment of the outstanding revolver balance or the notes, it is dependent on access to new capital to refinance the maturities. IAC announced in December 2016 plans to sell 70% of its soft trim and acoustic operations to Shanghai Shenda Co. Ltd. Upon the transaction closing, IAC will receive estimated net proceeds of approximately $300 million. The proceeds will primarily be used to fund the company's long-term strategic plan but also could be used to help address its upcoming maturities. Under its existing indenture, IAC is required to use the proceeds to pay down debt if it is unable to invest them in the current business or make capital expenditures within 365 days after the receipt of the proceeds. Moody's affirmed IAC's ratings because the company has resolved most of the operational issues at the four plants that contributed to an approximate 32% decline in EBITDA in 2015 and because Moody's expects that current favorable debt capital markets will allow the company to address its current maturities. IAC has also received several new program awards in the last few months (typically it takes two to three years before the start of the production). The EBITDA margin improved to 5.9% (for the 12 months ended September 2016) from 4.7% in the fiscal year ended December 2015. Moody's expects that IAC's sales will decline in the next two to three years due to the industry headwinds and Fiat Chrysler Automobiles N.V.'s ("Chrysler") decision to phase-out Chrysler 200 and Dodge Dart models in North America, but that the EBITDA margin will remain at levels similar to its 3-year average of 5.7% prior to 2015. Cost savings restructuring initiatives and efforts to improve operational efficiencies should offset typical price reductions and base increases in employee compensation. Rating Actions: Corporate Family Rating, Affirmed at B2 Probability of Default Rating, Affirmed at B2-PD $300 Million Senior Secured Notes due 2018, Affirmed at Caa1 (LGD5) Outlook, Changed to Negative from Stable RATINGS RATIONALE IAC's B2 CFR reflects high customer concentration, volatility in performance, low margins and exposure to cyclical automotive markets. The rating derives support from the company's global presence (over 79 manufacturing facilities across the world), a broad product portfolio and moderate financial leverage. IAC's financial performance has recovered since 2015 when the company experienced significant operational challenges at four of its major facilities that resulted in a 32% decline in EBITDA at a time when U.S. sales of new vehicles reached their peak and increased almost 6% from the prior year. IAC will likely experience a decline in sales over the next two to three years based on Moody's expectations for a slowdown in the auto sales and Chrysler's decision to phase-out Chrysler 200 and Dodge Dart models in North America. As such, debt-to-EBITDA leverage of 2.6 times (LTM 10/01/2016 incorporating Moody's standard adjustments) will edge to a high 2x range over the next 12 to 18 months. IAC's liquidity is currently weak as the company's current cash on the balance sheet ($112 million as of 10/01/2016) and break even projected free cash flow generation is not sufficient enough to pay off the outstanding balance of its revolvers and senior secured notes. Moody's expects IAC to generate breakeven free cash flow over the next 12 months including discretionary capital expenditures in connection with its long-term strategic plan to upgrade its equipment, deemphasize its non-core customers, rationalize its plants and realign its organizational structure. Future events that have the potential to drive IAC's rating higher include: FCF / Debt approaching 10%, improvement in operating performance resulting in EBITA margins approaching 5%; and EBITA/interest expense sustained above 2.0x. Future events that have the potential to drive IAC's rating lower include weak or negative free cash flow, higher than expected deterioration in operating performance or further deterioration in the company's liquidity position including inability to refinance existing notes in a timely manner. The principal methodology used in these ratings was Global Automotive Supplier Industry published in June 2016. International Automotive Components Group (IAC), a Luxembourg entity, together with its subsidiaries, offers original equipment manufacturers around the world a broad portfolio of interior components and systems through core product categories, including Instrument Panels, Consoles & Cockpits, Door & Trim Systems, Flooring & Acoustic Systems and Headliner & Overhead Systems, as well as Other Interior & Exterior Components. IAC is primarily owned by affiliates of WL Ross & Co. LLC. IAC' sales for LTM September 2016 were approximately $6.2 billion. INTERNET BRANDS: $40MM Term Loan Add-On No Impact on Moody's B2 CFR ------------------------------------------------------------------- Moody's Investors Service said Internet Brands, Inc.'s B2 Corporate Family Rating (CFR) and existing debt instrument ratings are not impacted by the announced increase to $340 million (in aggregate) from $300 million for the proposed first-lien term loan add-ons. Headquartered in Los Angeles, CA, Internet Brands, Inc. is a fully integrated online media and software services organization that owns more than 250 branded websites across four verticals (Automotive; Legal; Health; and Home, Travel and Other) characterized by high consumer activity and good advertising spend. The company licenses and delivers its content and internet technology products and services to small and medium-sized businesses (SMBs), major corporations and individual website owners primarily via two revenue models: (i) a subscription-based Software-as-a-Service (SaaS) platform; and (ii) performance-based advertising. INTREPID POTASH: FMR and Abigail Johnson Have 6.35% Stake --------------------------------------------------------- FMR LLC and Abigail P. Johnson disclosed in a Schedule 13G filed with the Securities and Exchange Commission on Feb. 13, 2017, that they beneficially own 4,866,500 shares of common stock of Intrepid Potash Inc. representing 6.353 percent of the shares outstanding. A full-text copy of the regulatory filing is available at: https://is.gd/M1VTbc About Intrepid Intrepid Potash -- http://www.intrepidpotash.com/-- is the only U.S. producer of muriate of potash and supplied approximately 9% of the country's annual consumption in 2015. Potash is applied as an essential nutrient for healthy crop development, utilized in several industrial applications and used as an ingredient in animal feed. Intrepid also produces a specialty fertilizer, Trio(R), which delivers three key nutrients, potassium, magnesium, and sulfate, in a single particle. Intrepid serves diverse customers in markets where a logistical advantage exists; and is a leader in the utilization of solar evaporation production, one of the lowest cost, environmentally friendly production methods for potash. After the idling of its West mine in July 2016, Intrepid's production will come from three solar solution potash facilities and one conventional underground Trio(R) mine. As of Sept. 30, 2016, Intrepid Potash had $581.5 million in total assets, $202.6 million in total liabilities and $378.9 million in total stockholders' equity. The Company reported a net loss of $525 million in 2015 following net income of $9.76 million in 2014. KPMG LLP, in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company anticipates that due to current market conditions, they may not meet their current debt covenant requirements in 2016, which could result in the acceleration of debt maturities and other remedies pursuant to the terms of the debt. These matters raise substantial doubt about their ability to continue as a going concern. INTREPID POTASH: Renaissance Tech Owns 5.5% Stake of Nov. 10 ------------------------------------------------------------ In a Schedule 13G filed with the Securities and Exchange Commission, Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation disclosed that as of Nov. 10, 2016, they beneficially own 4,255,050 shares of common stock of Intrepid Potash representing 5.56 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at https://is.gd/g40Jfs About Intrepid Intrepid Potash -- http://www.intrepidpotash.com/-- is the only U.S. producer of muriate of potash and supplied approximately 9% of the country's annual consumption in 2015. Potash is applied as an essential nutrient for healthy crop development, utilized in several industrial applications and used as an ingredient in animal feed. Intrepid also produces a specialty fertilizer, Trio(R), which delivers three key nutrients, potassium, magnesium, and sulfate, in a single particle. Intrepid serves diverse customers in markets where a logistical advantage exists; and is a leader in the utilization of solar evaporation production, one of the lowest cost, environmentally friendly production methods for potash. After the idling of its West mine in July 2016, Intrepid's production will come from three solar solution potash facilities and one conventional underground Trio(R) mine. As of Sept. 30, 2016, Intrepid Potash had $581.5 million in total assets, $202.6 million in total liabilities and $378.9 million in total stockholders' equity. The Company reported a net loss of $525 million in 2015 following net income of $9.76 million in 2014. KPMG LLP, in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015, citing that the Company anticipates that due to current market conditions, they may not meet their current debt covenant requirements in 2016, which could result in the acceleration of debt maturities and other remedies pursuant to the terms of the debt. These matters raise substantial doubt about their ability to continue as a going concern. ISAACSON IMPLEMENT: Taps Lapp Libra as Legal Counsel ---------------------------------------------------- Isaacson Implement Company, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Minnesota to hire legal counsel. The Debtor proposes to hire Lapp, Libra, Thomson, Stoebner & Pusch, Chartered to give advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. The hourly rates charged by the firm are: Mark Kalla $520 Rosanne Wirth $345 Alyssa Troje $260 Mark Kalla, Esq., disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtor. The firm can be reached through: Mark J. Kalla, Esq. Lapp, Libra, Thomson, Stoebner & Pusch, Chartered 120 South Sixth Street, Suite 2500 Minneapolis, MN 55402 Phone: (612) 338-5815 Fax: (612) 338-6651 Email: mkalla@lapplibra.com About Isaacson Implement Company Based in Nerstrand, Minnesota, Isaacson Implement Company, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 17-30382) on February 10, 2017. The petition was signed by David Isaacson, president. The case is assigned to Judge William J Fisher. At the time of the filing, the Debtor disclosed $5.92 million in assets and $1.84 million in liabilities. ISLAND FESTIVAL: Taps Almeida & Davila as Legal Counsel ------------------------------------------------------- Island Festival Rentals and Recycling Corp. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to hire legal counsel. The Debtor proposes to hire Almeida & Davila, PSC to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. The hourly rates charged by the firm are: Enrique Almeida Bernal $200 Zelma Davila Carrasquillo $200 Associate Attorneys $175 Paralegals $85 Almeida & Davila is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Enrique Almeida Bernal, Esq. Almeida & Davila, PSC P.O. Box 191757 San Juan, PR 00919-1757 Tel: (787) 722-2500 Fax: (787) 777-1376 Email: info@almeidadavila.com About Island Festival Rentals Island Festival Rentals and Recycling Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. P.R. Case No. 17-01377) on February 28, 2017. The petition was signed by Wilfredo Medina Ramirez, president. The case is assigned to Judge Edward A Godoy. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of $1 million to $10 million. JA FAMILY: Unsecured Creditors to Recoup 50% Over 5 Years --------------------------------------------------------- JA Family Enterprises, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Michigan a combined plan of reorganization and disclosure statement filed on Feb. 27, 2017. Class III consists of allowed general unsecured claims. The General Unsecured Claims of non-insiders total $93,720.05. Neither pre-Confirmation nor post-Confirmation interest on Class III Allowed General Unsecured Claims will be paid. General Unsecured Claims will be paid by revenue from the operations of the Reorganized Debtor. Allowed General Unsecured Claims will be paid 50% of their claims over five years. The Reorganized Debtor will make $1,400 monthly payments to holders of Allowed General Unsecured Claims. Each of the holders of Allowed General Unsecured Claims will receive monthly payments equal to a pro rata share of their Allowed Claim of the monthly payment. The monthly payments will start on the Distribution Date and will continue for 60 months unless paid in full prior to this date. The Class is impaired by the Plan. The Debtor reasonably believes that future operations will enable the Reorganized Debtor to satisfy its obligations under the Plan. Other sources of cash may be explored and utilized by the Reorganized Debtor to the extent that such infusions are necessary to meet the obligations of the Plan. The Combined Disclosure Statement and Plan is available at: http://bankrupt.com/misc/mieb16-51947-37.pdf About JA Family Enterprises JA Family Enterprises, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 16-51947) on Aug. 28, 2016. The petition was signed by James Arnone, president. The Debtor is represented by David G. Dragich, Esq., at The Dragich Law Firm PLLC. At the time of the filing, the Debtor estimated assets and liabilities at $100,001 to $500,000. JEEA LLC: May Use Bayview Loan's Cash Collateral Until July 2017 ---------------------------------------------------------------- The Hon. Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the Southern District of Florida entered an interim order authorizing JEEA LLC to use of cash collateral until July 2017. The Debtor is authorized to use the cash generated from rents received from the rental of the two properties owned by Debtor at 6353 West Rogers Circle No. 10, and 6353 West Rogers Circle No. 02, Boca Raton, Florida (a) to continue to operate its business in the ordinary course and (b) to make those payments it is authorized to make pursuant to the orders of the Court. As adequate protection for the extent of the Debtor's use of cash collateral, Bayview Loan Servicing, LLC, will have nunc pro tunc as of the commencement of the Chapter 11 case, a replacement lien on all property acquired or generated post-petition by the Debtor to the same extent and priority and of the same kind and nature as Bayview's pre-petition liens and security interests in the cash collateral. Bayview's replacement lien will not encumber any causes of action, or proceeds of causes of action. In addition to the replacement lien, the Debtor will remit an adequate protection payment to Bayview in the amount of $5,271 on or before March 10, 2017, and a second payment of $5,271 on or before April 10, 2017. The Debtor will pay the 2016 Palm Beach County real estate taxes for the subject properties, in the total amount of $34,452.55 or the amount as is necessary to pay the year 2016 taxes for the subject property in total on or before March 31, 2017. A copy of the order and the six-month budget is available at: http://bankrupt.com/misc/flsb17-11255-42.pdf On Feb. 10, 2017, the Debtor sought the Court's permission to use cash collateral nunc pro tunc to Jan. 31, 2017, on an interim basis. On Feb. 13, 2017, Bayview filed its objection to the Debtor's motion for court order authorizing the cash collateral use. Ten days after filing for bankruptcy on the eve of a foreclosure sale, the Debtor first seeks permission to use Bayview's cash collateral. Bayview said that this meant that the Debtor has been violating the Bankruptcy Code by using Bayview's cash collateral without a court order over Bayview's express non-consent. Debtor argued that the rents from the Property are not cash collateral. Bayview said that to support this argument, the Debtor ignored the plain language of Bayview's mortgage which provides for a security interest in and assignment of rents. "Although Debtor contends the Property is under-secured by over $900k and the rents are insufficient to cover all expenses and debt service, Debtor, without evidence, baldly concludes Bayview is adequately protected. Bayview is not adequately protected. Moreover, the facts and circumstances of the filing of this case -- the use of its bankruptcy filing as a substitute for an appellate bond to stay Bayview's final judgment of foreclosure -- is the subject of Bayview's motion to Dismiss the Bankruptcy Case as a bad faith filing," Bayview stated. A copy of the Objection is available at: http://bankrupt.com/misc/flsb17-11255-38.pdf Bayview is represented by: Thomas M. Messana, Esq. Thomas G. Zeichman, Esq. MESSANA, P.A. 401 East Las Olas Boulevard, Suite 1400 Fort Lauderdale, Florida 33301 Tel: (954) 712-7400 Fax: (954) 712-7401 E-mail: tmessana@messana-law.com About JEEA LLC JEEA LLC, headquartered at Boca Raton, Florida, is a single asset real estate broker. The Debtor filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code on Jan. 21, 2017 (Bankr S.D. Fla. Case No. 17-11255). The petition was signed by Jacob Eyal, president. The Debtor is represnted by Chad T Van Horn, Esq., of Van Horn Law Group, P.A. The case is assignged to Judge Paul G. Hyman, Jr. At the time of filing, the Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in liabilities. JETBLUE AIRWAYS: Fitch Affirms BB- IDR & Revises Outlook to Pos. ---------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer-Default Rating (IDR) for JetBlue Airways Corp. (JBLU) at 'BB-'. The Rating Outlook has been revised to Positive from Stable. Fitch has also affirmed JBLU's senior secured credit facility at 'BB+/RR1'. Fitch has withdrawn the company's unsecured rating following the conversion of all of its outstanding convertible notes in 2016. KEY RATING DRIVERS The rating encompasses JBLU's strong credit metrics, consistent profitability, growing domestic presence and its solid financial flexibility. The rating is also supported by the company's meaningful debt reduction over the past few years and its continued commitment to a healthy balance sheet. JBLU's Positive Outlook reflects credit metrics that are in-line with or stronger than other airlines rated in the 'BB' category. Fitch may upgrade the rating within the next year should the company maintain its financial performance and credit metrics in the face of moderately higher fuel prices, the current competitive environment, or in the case of an economic downturn. Fitch's primary ratings concerns revolve around JBLU's growth strategy which is more aggressive than its peer group, and requires heavy spending on aircraft deliveries over the next few years. The increased aircraft related capex is a critical part of JBLU's capacity plans but it will put pressure on FCF over the intermediate term and will most likely lead to incremental borrowing. These risks are offset by the company's sizable liquidity balance and its successful track record of growth. Fitch will also monitor JBLU's recent increased focus on returning cash to shareholders but, at this time, considers it a minimal concern due to the strength of the company's balance sheet. Longer-term concerns also include the strengthened competitive position coming from the major network carriers as their financial performance has improved and the rapid growth of ultra-low cost competitors. Other risks include cyclicality and the high degree of operating leverage that is typical for the airline industry STABLE EXPECTED FINANCIAL PEFORMANCE DESPITE HEADWINDS After expanding EBIT Margins by more than 10 percentage points in 2015, JBLU increased margins again in 2016 by 80bps to 20.1%. The company's cumulative margin improvement has outpaced its competitors over the last two years. These improvements were driven by the introduction of Mint on transcon routes, Fare Options, cabin restyling, and low fuel prices. Fitch expects operating margins to decrease by 2 to 6 percentage points in 2017 primarily due to higher fuel prices and Fitch forecasts for a 1.5% to 3.5% increase in non-fuel unit costs related to shorter stage length and wage increases. Fitch expects these types of cost pressures to be felt across the industry. Fitch's current forecast for 2017 incorporates a jet fuel price of $1.80/gallon, representing a roughly 28% increase from JBLU's average price paid in 2016 of $1.41. In addition to high fuel prices, JBLU may face a soft yield environment in key focus cities. The company competes with major legacy carriers in Boston and will face heavy upcoming growth from both low-cost and and legacy carriers in South Florida. Despite higher fuel prices, wage increases and the revenue environment remaining relatively soft, JBLU's operating margins will continue to be higher than pre-2015 margins and in the upper echelon of its North American peers over the next few years. Fitch believes pressures on margins will be partially offset by the continued expansion of JBLU's Mint product, aircraft densification, increasing ancillary revenues, and recent cost initiatives. JBLU is scheduled to take delivery of 15 A321-200s in 2017, 14 of which will have the Mint configuration. The Mint A321s tend to produce higher margins due to the revenue premiums this aircraft receives on transcon routes. JBLU will be adding more transcon routes from JFK and BOS and new transcon routes from Fort Lauderdale-Hollywood (FLL) in the next two years. JBLU's cabin restyling will increase capacity by adding 12 seats to its current A320s. By densifying its average seating configuration, JBLU will add the equivalent of roughly 10 to 11 new A320s at a much lower total capital investment to its A320 fleet. Additionally, Fitch expects JBLU's higher margin ancillary revenue base to grow by mid-single digits in over the next few years. Fitch expects JBLU's CASM-ex fuel from 2018-2020 to slightly increase year over year as JBLU's structural cost initiatives, which begin in 2017, should partially offset cost pressures from maintenance and wage increases. Initiatives will focus on IT investments to improve the efficiency of the operations and maintenance groups. The investments will also drive airport costs down, while improving self-service technology for customers. JBLU expects to reach a run-rate of $250 million to $300 million in cost savings by 2020. Fitch views this goal as achievable given that the scale of the projected savings is reasonable as it relates to JBLU's overall cost structure and given the success of cost initiatives at competing airlines in recent years. HEALTHY BALANCE SHEET As of Dec. 31, 2016, Fitch calculates JBLU's total adjusted debt/EBITDAR at 2.1x, down from 2.5x at year end 2015. Fitch expects the company's leverage to slightly increase over the next three years driven both by lower EBITDAR expectations (higher fuel prices, increased wages) and some debt funded aircraft deliveries. JBLU's leverage is now below several peers that Fitch rates in the 'BB' category. Leverage improvement in 2016 was largely driven by lower fuel costs, increased capacity, and amortization of debt. The company used cash flow to fund $377 million in debt repayments for the year. The company continues to buy aircraft off of leases, which represents its most expensive form of financing. JBLU's unencumbered asset base as of year-end 2016 stands at 97 aircraft and 32 spare engines. Fitch considers high quality unencumbered aircraft to be a good additional source of financial flexibility. The company is unlikely to further delever as it focuses on capital investments and returning cash to shareholders. Fitch estimates that adjusted debt/EBITDAR will remain between 2.3x and 2.7x over the intermediate term. HEAVY AIRCRAFT DELIVERIES PRESSURE FCF The company's growth strategy drove the decision to take on significant aircraft deliveries over the next few years. In July of 2016, JBLU announced that it will take delivery of five additional A321s in the second half of 2017, raising total aircraft deliveries to 15 and capex to $1.2 billion-$1.4 billion for the year. Aircraft deliveries will range from 11 to 21 during 2017 to 2019 compared with a range of 9 to 12 aircraft deliveries from 2014 to 2016. Capex will average $1.3 billion per year over the next few years compared with an average of $940 million over the last three years. FCF will be pressured over the intermediate-term due to the uptick in capex. Fitch projects FCF to be in the range of $50 million and ($100) million for 2017. The company will use a mix of debt and cash to finance its aircraft deliveries for 2017. Fitch expects JBLU to generate a sizable amount of positive free cash flow in 2018 due to a lull in aircraft related capex. LIQUIDITY JBLU's liquidity is supportive of the ratings. As of Dec. 31, 2016, JetBlue had a cash and cash equivalents balance of $433 million, short-term investment securities of $538 million and an undrawn balance of $400 million on its revolving credit facility. Fitch considers total liquidity to be more than adequate to address near-term needs. Upcoming debt maturities are manageable over the next three years. Fitch forecasts that JBLU's cash on hand and operating cash flow generation would cover its capital expenditures in the near term, however the company will borrow to fund aircraft deliveries. KEY ASSUMPTIONS -- Mid-to-high single digit capacity growth throughout the forecast period; -- Continued stable/slow growth in demand for U.S. domestic travel; -- RASM is slightly negative to flat y-o-y in 2017 followed by a slight increase in RASM thereafter; -- Jet Fuel prices equating to roughly $58/barrel on average for 2017, increasing to approximately $70/barrel by the end of the forecast period; -- CASM ex. fuel increases by about 3.3% in 2017. RATING SENSITIVITIES Positive: The ratings could be upgraded in the next year as Fitch gains more comfort that JBLU's credit profile is sustainable through a downturn. Future developments that may, individually or collectively, lead to a positive rating action include: -- Adjusted debt/EBITDAR maintained below 2.5-3.0x; -- FFO fixed charge coverage remaining above 3.5x; -- Continued positive or neutral FCF generation. Intermediate- term FCF may be below Fitch's previous forecasts, in part due to higher than expected capex. The agency does not view this as an impediment to a potential future ratings upgrade unless FCF were to turn more sharply negative. Future developments that may, individually or collectively, lead to a negative rating action include: -- Sustained negative free cash flow; -- A change in management strategy to direct cash to dividends/share repurchases at the expense of a healthy balance sheet; -- Adjusted leverage increasing to the mid to high 3x range; -- FFO fixed charge coverage dropping to below 2.5x. FULL LIST OF RATING ACTIONS Fitch has taken the following rating actions: JetBlue Airways, Corp. -- IDR affirmed at 'BB-'; -- Senior secured credit facility affirmed at 'BB+/RR1'; -- Senior unsecured debt withdrawn. The Rating Outlook is revised to Positive from Stable. JN MEDICAL: Seeks to Hire Stinson Leonard as Legal Counsel ---------------------------------------------------------- JN Medical Corporation seeks approval from the U.S. Bankruptcy Court for the District of Nebraska to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Stinson Leonard Street LLP to give legal advice regarding its duties under the Bankruptcy Code, assist in the preparation of a bankruptcy plan, and provide other legal services. The hourly rates charged by the firm range from $305 to $730 for partners and counsel, $250 to $435 for associates, and $135 to $285 for paralegals. Stinson Leonard is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Patrick R. Turner, Esq. Stinson Leonard Street, LLP 1299 Farnam Street, Suite 1500 Omaha, NE 68102 Tel. No. (402) 342-1700 Fax No. (402) 342-1701 Email: Patrick.turner@stinson.com About JN Medical Corporation JN Medical Corporation, a company based in Omaha, Nebraska, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Case No. 17-80174) on February 15, 2017. The petition was signed by Kevin Aramalla, president. The case is assigned to Judge Thomas L. Saladino. At the time of the filing, the Debtor estimated its assets and debts at $1 million to $10 million. K&H RESTAURANT: Seeks to Hire Davis & Gilbert as Special Counsel ---------------------------------------------------------------- K&H Restaurant, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Davis & Gilbert LLP as its special counsel. Davis & Gilbert will provide legal services in connection with a case filed in the Civil Court of the City of New York by the Debtor's landlord to recover possession of its property. Prior to the filing of the case, the landlord had served the Debtor with a notice terminating their lease contract, forcing the latter to file for Chapter 11 protection, according to court filings. The rates charged by the firm range from $350 to $575 per hour. Jesse Schneider, Esq., the attorney designated to represent the Debtor, will charge an hourly rate of $575. Davis & Gilbert does not hold any interest adverse to the Debtor, according to court filings. The firm can be reached through: Jesse B. Schneider, Esq. Davis & Gilbert LLP 1740 Broadway New York, NY 10019 Tel: (212) 468-4854 Fax: (212) 468-4888 Email: jschneider@dglaw.com About K&H Restaurant Inc. K&H Restaurant, Inc. is a New York corporation that owns and operates a restaurant under the name of "Raffles Bistro" located in the ground floor of the Lexington Hotel. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-13151) on November 13, 2016, disclosing under $1 million in both assets and liabilities. No trustee, examiner or official committee of unsecured creditors has been appointed in the case. K&H RESTAURANT: Taps Gottesman Law as New Legal Counsel ------------------------------------------------------- K&H Restaurant Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire a new legal counsel. The Debtor proposes to hire Gottesman Law, PLLC to give legal advice regarding its duties under the Bankruptcy Code, assist in the negotiation of financing deals, prepare a bankruptcy plan, assist in any potential asset disposition, and provide other legal services. The firm will replace the Law Office of Gabriel Del Virginia. Andrew Gottesman, Esq., a partner at Gottesman Law, will charge $375 per hour for his services. Gottesman Law is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Andrew R. Gottesman, Esq. Gottesman Law, PLLC 85 Broad Street, 29th Floor New York, NY 10004 Tel: (646) 880-4456 Fax: (646) 884-2741 Email: andrew@gottesmanlawpllc.com About K&H Restaurant Inc. K&H Restaurant, Inc. is a New York corporation that owns and operates a restaurant under the name of "Raffles Bistro" located in the ground floor of the Lexington Hotel. The Debtor filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-13151) on November 13, 2016, disclosing under $1 million in both assets and liabilities. No trustee, examiner or official committee of unsecured creditors has been appointed in the case. KANE CLINICS: Judge Grants Bid to Excuse PCO Appointment -------------------------------------------------------- Judge Lisa Ritchey Craig of the U.S. Bankruptcy Court for the Northern District of Georgia entered an Order for The Kane Clinics, LLC, granting its Motion to Excuse Appointment of Patient Care Ombudsman. The Debtor's Motion was granted subject to subsequent motion by the United States Trustee or other party in interest that no patient care ombudsman will be appointed. As previously reported by The Troubled Company Reporter, in support of the Debtor's motion to excuse appointment of a PCO, the Debtor explains that privacy is well protected in the Chapter 11 bankruptcy case, and any cost of a PCO would be overly burdensome to the Debtor's business. The Debtor tells the Court that the issues that led to the filing of the bankruptcy case are not related to patient care. The Debtor and its health care provider do not have any history of patient care or privacy issues. Additionally, the Debtor's small business case would be heavily financially burden by the appointment of a PCO and the cost outweighs any benefit, as there really is no benefit to the appointment in the case, the Debtor asserts. The Debtor further asserts that any surgical procedures performed by the Debtor take place at Northside Hospital, not at the Debtor's clinics, and the Debtor does not maintain or operate any facilities involving overnight treatment or care of patients. About The Kane Clinics The Kane Clinics, LLC, is a Georgia limited liability company. It operates obstetrics and gynecological clinics with an emphasis on serving uninsured and underserved patients. The Debtor filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-72304) on Dec. 14, 2016. The petition was signed by Maria Francis, CEO & member. The Debtor hired Leslie M. Pineryo, Esq., at Jones & Walden LLC, as legal counsel, and Michael Marks serve as accountant. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of $1 million to $10 million. No official committee of unsecured creditors has been appointed in the case. KEY ENERGY: Posts Net Loss of $131.7M for Period Ended Dec. 15 -------------------------------------------------------------- Key Energy Services, Inc. (KEG) on Feb. 27, 2017, reported a net loss of $131.7 million, or $0.82 per diluted share, on revenue of $399.4 million for the period from January 1, 2016 to December 15, 2016 for the Predecessor Company, and a net loss of $10.2 million, or $0.51 per diluted share, on revenue of $17.8 million for the period from December 16, 2016 to December 31, 2016 for the Successor Company. Upon emergence from Chapter 11 bankruptcy on December 15, 2016, the Company adopted fresh start accounting, which resulted in the Company becoming a new entity for financial reporting purposes. References to "Successor" relate to the financial position of the reorganized Key as of and subsequent to December 16, 2016; references to "Predecessor" refer to the financial position of Key as of and prior to December 15, 2016 and the results of operations through December 15, 2016. As a result of the application of fresh start accounting and the effects of the implementation of the Prepackaged Plan of Reorganization, the financial statements on or after December 16, 2016 are not comparable with the financial statements prior to that date. For the period October 1, 2016 to December 15, 2016, the Predecessor reported net income of $173.4 million, or $1.08 per diluted share, on revenue of $90.9 million. Predecessor results for the period from October 1, 2016 to December 15, 2016 include a net gain associated with the Company's restructuring of $245.6 million, or $1.53 per diluted share, a charge related to settlement accruals of $16.7 million, or $0.10 per diluted share, an impairment charge of $4.6 million, or $0.03 per diluted share, professional fees incurred in connection with our emergence from voluntary reorganization of $3.1 million, or $0.02 per diluted share, a charge related to a vacation policy accrual change of $3.4 million, or $0.02 per diluted share, a financing-related and insurance policy tail expense of $2.4 million, or $0.02 per diluted share, an expense related to the vesting of equity compensation in bankruptcy of $2.0 million, or $0.01 per diluted share, severance costs of $0.7 million, or $0.00 per diluted share and a loss on sale of assets of $0.1 million, or $0.00 per diluted share. Excluding these items, the Predecessor reported a normalized net loss of $39.0, or $0.24 per diluted share. For the period December 16, 2016 to December 31, 2016, the Successor reported a net loss of $10.2 million, or $0.51 per diluted share, on revenue of $17.8 million. Successor results for the period from December 16, 2016 to December 31, 2016 included a loss on sale of assets of $0.4 million, or $0.02 per diluted share. Excluding this item, the Successor reported a normalized net loss of $9.8 million, or $0.49 per diluted share. For the period July 1, 2016 to September 30, 2016, Predecessor reported a net loss of $130.8 million, or $0.81 per diluted share, on revenue of $102.4 million. Predecessor results for the period July 1, 2016 to September 30, 2016 included a charge of $40.0 million, or $0.25 per share, for asset impairments associated with the sale of Key's business in Mexico, costs of $13.2 million, or $0.08 per share, in professional and other fees related to Key's restructuring, costs of $6.3 million, or $0.04 per share, related to certain legal settlements the Company is pursuing and a charge of $2.2 million, or $0.01 per share, related to the loss on sale of certain obsolete assets. For the period from January 1, 2016 to December 15, 2016, the Predecessor reported a net loss of $131.7 million, or $0.82 per diluted share, on revenue of $399.4 million. Predecessor results for the period from January 1, 2016 to December 15, 2016 included a net gain associated with the Company's restructuring of $245.6 million, or $1.53 per diluted share, an impairment charge of $44.6 million, or $0.28 per diluted share, professional fees incurred in connection with our emergence from voluntary reorganization of $25.8 million, or $0.16 per diluted share, severance costs of $9.0 million, or $0.06 per diluted share, a charge for certain legal settlements the Company is pursuing of $16.7 million, or $0.10 per diluted share, a loss on sale of assets of $5.2 million, or $0.03 per diluted share, a charge associated with the completed FCPA investigation settlement of $5.0 million, or $0.03 per diluted share, a charge related to a vacation policy accrual change of $3.4 million, or $0.02 per diluted share, a financing-related and insurance policy tail expense of $2.4 million, or $0.02 per diluted share, and an expense related to the vesting of equity compensation in bankruptcy of $2.0 million, or $0.01 per diluted share. Excluding these items, the Company reported a normalized net loss of $256.7 million, or $1.60 per diluted share. For the period December 16, 2016 to December 31, 2016, the Successor reported a net loss of $10.2 million, or $0.51 per diluted share, on revenue of $17.8 million. Successor results for the period from December 16, 2016 to December 31, 2016 included a loss on sale of assets of $0.4 million, or $0.02 per diluted share. Excluding this item, the Successor reported a normalized net loss of $9.8 million, or $0.49 per diluted share. For the twelve-month period ending December 31, 2015, the Predecessor reported a net loss of $917.7 million, or $5.86 per diluted share, on revenue of $792.3 million. U.S. Results Revenue in U.S. Rig Services for the combined fourth quarter period of 2016 was $61.8 million. For the period October 1, 2016 to December 15, 2016, Predecessor U.S. Rig Services generated an operating loss of $10.4 million, or -19.6% of revenue, and for the period December 16, 2016 to December 31, 2016, Successor U.S. Rig Services generated an operating loss of $1.9 million, or -22.6% of revenue. U.S. Rig Services Adjusted EBITDA for the combined fourth quarter period of 2016 was $8.9 million, or 14.4% of revenue. Predecessor U.S. Rig Services revenue for the third quarter of 2016 was $59.1 million and generated Adjusted EBITDA of $6.8 million, or 11.5% of revenue. Revenue in Fluid Management Services for the combined fourth quarter period of 2016 was $18.0 million. For the period October 1, 2016 to December 15, 2016, Predecessor Fluid Management Services generated an operating loss of $10.9 million, or -73.7% of revenue, and for the period December 16, 2016 to December 31, 2016, Successor Fluid Management Services generated an operating loss of $1.1 million, or -35.5% of revenue. Fluid Management Services Adjusted EBITDA loss for the combined fourth quarter period of 2016 was $2.6 million, or -14.2% of revenue. Predecessor Fluid Management Services revenue for the third quarter of 2016 was $19.0 million and generated an Adjusted EBITDA loss of $1.2 million, or -6.5% of revenue. Revenue in Coiled Tubing Services for the combined fourth quarter period of 2016 was $7.7 million. For the period October 1, 2016 to December 15, 2016, Predecessor Coiled Tubing Services generated an operating loss of $2.7 million, or -43.7% of revenue, and for the period December 16, 2016 to December 31, 2016, Successor Coiled Tubing Services generated an operating loss of $0.3 million, or -18.4% of revenue. Coiled Tubing Services Adjusted EBITDA loss for the combined fourth quarter period of 2016 was $0.1 million, or -0.8% of revenue. Predecessor Coiled Tubing Services revenue for the third quarter of 2016 was $7.1 million and generated an Adjusted EBITDA loss of $1.6 million, or -23.0% of revenue. Revenue in Fishing & Rental Services for the combined fourth quarter period of 2016 was $15.4 million. For the period October 1, 2016 to December 15, 2016, Predecessor Fishing & Rental Services generated an operating loss of $6.7 million, or -55.5% of revenue, and for the period December 16, 2016 to December 31, 2016, Successor Fishing & Rental Services generated an operating loss of $0.3 million, or -7.8% of revenue. Fishing & Rental Services Adjusted EBITDA for the combined fourth quarter period of 2016 was $1.5 million, or 9.9% of revenue. Predecessor Fishing & Rental Services revenue for the third quarter of 2016 was $14.1 million and generated Adjusted EBITDA of $0.4 million, or 2.8% of revenue. International Segment Revenue in International segment for the combined fourth quarter period of 2016 was $5.9 million. For the period October 1, 2016 to December 15, 2016, Predecessor International generated an operating loss of $4.9 million, or -106.1% of revenue, and for the period December 16, 2016 to December 31, 2016, Successor International generated operating income of $0.1 million, or 5.2% of revenue. International Adjusted EBITDA for the combined fourth quarter period of 2016 was $1.1 million, or 19.0% of revenue. Predecessor International segment revenue for the third quarter of 2016 was $3.1 million and generated an Adjusted EBITDA loss of $2.0 million, or -64.5% of revenue. General and Administrative Expenses General and Administrative (G&A) expenses for the combined fourth quarter of 2016 were $40.2 million, which included $6.0 million of settlement accruals, $3.1 million of professional fees associated with the Company's financial restructuring, a $2.4 million expense related to financing and D&O policy expense, a $1.9 million expense related to vesting of equity compensation in bankruptcy, a $0.6 million charge associated with changes to vacation accrual policy and $0.7 million of severance expense. Excluding these costs and International G&A of $2.2 million, G&A in the fourth quarter was $23.3 million. For the Predecessor third quarter of 2016, G&A expenses were $42.5 million, which included $13.2 million of professional fees, $0.3 million in severance and $0.2 in costs associated with the completed FCPA investigations. Overview and Outlook Key's President and Chief Executive Officer, Robert Drummond, stated, "After emerging from our prepackaged bankruptcy during the fourth quarter of 2016 with a significantly improved balance sheet, we are encouraged to enter 2017 with early signals of a recovering U.S. oil services market in North America. Stabilized oil prices have enabled our customers to begin addressing well maintenance needs and to begin evaluating new well opportunities. "During the fourth quarter, our Rig Services hours improved approximately 4% sequentially, in a quarter where hours are typically down 3% – 5% due to seasonality. We view this counter-seasonal trend to be indicative of increased demand from our customers to perform well maintenance on economic wells where well maintenance may have previously been deferred due to low commodity prices. "Increased demand for our services is not limited to the Rig Services segment, as we're currently seeing increased demand across all of our service lines and are realizing a degree of pricing discount recovery in all of our markets. "We are encouraged by the cyclical and secular trends in our core production services businesses. The underlying economic rationale for our customers to perform well maintenance on conventional oil wells and the new demand associated with well maintenance of longer, more complex aging horizontal oil wells continues to improve. We expect to see this new layer of demand continue to develop in 2017 and we believe we are well-positioned to benefit from these trends." About Key Energy Headquartered in Houston, Texas, Key Energy, Inc., claims to be the largest domestic onshore, rig-based well servicing contractor based on the number of rigs owned. The Company provides a full range of well services to major oil companies, foreign national oil companies and independent oil and natural gas production companies including Chevron Texaco Exploration and Production. Each of Misr Key Energy Investments, LLC, Key Energy Services, Inc., Key Energy Services, LLC, and Misr Key Energy Services, LLC, filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 16-12306) on Oct. 24, 2016. Key's other domestic and foreign subsidiaries are not part of the bankruptcy filing. As of the second quarter of 2016, the Company had approximately $1.13 billion in total assets and approximately $1 billion in aggregate funded debt. As of the date of the Petition Date, the Debtors hold approximately $29.8 million in encumbered, unrestricted cash. The Debtors have approximately $13.4 million of trade debt and other debt owed to general unsecured creditors, as disclosed in court papers. The Debtors hired Sidley Austin LLP as general bankruptcy counsel; Young, Conaway, Stargatt & Taylor, LLP, as Delaware counsel; PJT Partners LP as investment bankers; Alvarez and Marsal North America, LLC, as financial advisors; and Epiq Bankruptcy Solutions, LLC, as notice, claims, solicitation and voting agent. * * * Key Energy filed for Chapter 11 pursuant to the terms of a plan support agreement among Key, Platinum Equity and certain other holders of its 6.75% Senior Notes due 2021, collectively holding more than 89% of its outstanding Senior Notes, and certain lenders holding more than 87% of the principal amount of loans outstanding under Key's Term Loan Credit Agreement dated June 1, 2015. The PSA contemplates the reorganization of the Debtors pursuant to a prepackaged plan of reorganization. The Plan contemplates that funded debt will be reduced from roughly $1 billion to approximately $250 million. Under the Joint Plan, Class 6 General Unsecured Claims are unimpaired and will recover 100%. The Debtors won confirmation of their bankruptcy-exit plan on Dec. 6, 2016. They emerged from Chapter 11 on Dec. 15 and began trading on the New York Stock Exchange under the ticker symbol "KEG". Platinum Equity became the Company's largest shareholder. LA4EVER LLC: Court Dismisses Chapter 11 Case -------------------------------------------- The Hon. Ann M. Nevins of the U.S. Bankruptcy Court for the District of Connecticut entered on Feb. 16, 2017, a stipulated order dismissing A4Ever, LLC and LLCD, LLC's Chapter 11 proceedings. Secured creditor Southport Secured Lending Fund, LLC, and the Debtors will restrain n from commencing or recommencing any litigation, action, motion or other judicial intervention against the other for a period of not less than 30 days following the dismissal; provided that in the event that the interest payments are not timely made, then the Secured Creditor may immediately commence or recommence litigation against the Debtors. The Debtors will make an interest payment to Secured Creditor together totaling $9,967 for the month of February 2017 not later than Feb. 15, 2017, and $9,967 for the month March 2017 not later than March 15, 2017. The Debtors, or either of them, are barred from filing petitions under Title 11, U.S. Code, for the period from the dismissal of these cases through and including May 1, 2018. On Feb. 10, 2017, the Court granted the Debtor permission to use for February 2017 rentals or other funds that may constitute cash collateral in which the Secured Creditor may assert secured interests, and that the use, or escrow for future use, may be up to the total amount of expenses projected to be (i) $3,660, and (ii) $2,2501 for payment to the Secured Creditor, or its servicer, of cash and rental proceeds in accordance with the budget appended to the motion, allowing up to 10% overage in any category without further court order, for the period from Feb. 1, 2017, through Feb. 28, 2017. The Secured Creditor is represented by: James Berman, Esq. ZEISLER AND ZEISLER 10 Middle Street, 15th Floor Bridgeport, CT 06604 Tel: (203) 368-4234 Fax: (203) 367-9678 E-mail: jberman@zeislaw.com About LA4Ever LLC LA4Ever, LLC, and LLCD, LLC, are Connecticut limited liability companies officially registered with the Secretary of State in December 2002 and January 2003. These companies were formed by and are owned by Kenneth Hill and Daphne Benas. Since their formation the Debtors have been in the business of ownership and operation of residential rental property at 325-327 St. John Street and 23 Brown Street, in New Haven, Connecticut. Mr. Hill and Ms. Benas also oversaw extensive rehabilitation of the Property resulting in significant improvement early on after the purchase. Many routine management and maintenance duties at the Property are handled by LABenhill, LLC, a management company formed, owned and operated by Mr. Hill and Ms. Benas. LLCD, LLC, owns the Brown Street Property at 23 Brown Street in the Wooster Square neighborhood in New Haven, Connecticut. The Brown Street Property consists of five residential units representing a current monthly rent roll of $6,250 inclusive of two units recently vacated which vacancies are anticipated to be filled promptly. LA4Ever, LLC, owns the St. John Street Property at 325-7 St. John Street, also in the Wooster Square neighborhood in New Haven, Connecticut. The St. John Street Property consists of six residential units representing a current monthly rent roll of $9,875. All six units of the St. John Street Property are presently occupied. The Debtors filed for Chapter 11 bankruptcy protection (Bankr. D. Conn. Lead Case No. 15-30546) on April 8, 2015. The petition was signed by Daphne Benas, member. The Debtors are represented by Carl T. Gulliver, Esq., at Coan Lewendon Gulliver & Miltenberger, LLC. The case is assigned to Judge Julie A. Manning. At the time of the filing, LA4Ever estimated its assets at $500,000 to $1 million and debts at $1 million to $10 million. LLCD estimated its assets and debt at $500,000 to $1 million. No official committee of unsecured creditors has been appointed in the case. LADDER CAPITAL: Fitch Affirms 'BB' IDRs, Outlook Stable ------------------------------------------------------- Fitch Ratings has affirmed the 'BB' Long-Term Issuer Default Ratings (IDRs) and senior unsecured note ratings of Ladder Capital Finance Holdings LLLP and Ladder Capital Finance Corporation, subsidiaries of Ladder Capital Corp (collectively Ladder). Fitch has also assigned a rating of 'BB(EXP)' to Ladder's expected $500 million issuance of senior unsecured notes. The Rating Outlook is Stable. The rating actions follow the announced $500 million unsecured debt issuance by Ladder. KEY RATING DRIVERS - IDRS AND SENIOR DEBT The rating affirmations reflect Ladder's established platform as a commercial real estate (CRE) lender and investor; conservative underwriting culture; granular portfolio; continued adherence to a leverage target commensurate with the risk profile of its assets; and access to multiple sources of capital. Rating constraints include Ladder's less diversified business model focused on the CRE sector; increased performance pressures on certain CRE sub-sectors, a high (albeit declining) proportion of secured, wholesale funding; reduced capital retention stemming from the parent company's REIT tax election effective Jan. 1, 2015; the absence of a track record as a standalone entity through a full credit cycle; and key man risk. The 'BB(EXP)' rating on the expected unsecured debt is equalized with Ladder's IDR, reflecting sufficient unencumbered asset coverage to suggest average recovery prospects in a stressed scenario. Ladder expects to issue $500 million of new unsecured corporate bonds and use the proceeds to retire $297 million of existing 7.375% unsecured corporate bonds due in 2017 and pay off certain secured borrowings. This transaction is expected to increase unsecured debt to 19.3% of total debt on a pro forma basis at Dec. 31, 2016, from the reported 14.2% at year-end, a material improvement but still within Fitch's 'bb' quantitative benchmark range of 0% to 35% for balance sheet intensive finance and leasing companies. Ladder also intends to adhere to a newly established 1.2x unencumbered assets to unsecured debt covenant, which should provide protection to bondholders during periods of market stress. Pro forma for the unsecured debt issuance, Fitch calculates Ladder's unencumbered asset coverage to be 1.8x on a reported basis but below 1.0x on a stressed basis. Ladder varies its leverage depending on the risk profiles of and allocation levels to the various CRE asset classes in which it invests. Following the volatility in the credit markets in the first quarter of 2016, Ladder increased its exposure to 'AAA' and other investment grade rated CMBS securities, resulting in overall corporate debt to equity of 3.0x as of June 30, 2016, but this ratio declined to 2.6x as of Dec. 31, 2016 as the company re-allocated capital into first mortgage balance sheet loans. The unsecured bond offering is not expected to impact leverage, given that the proceeds are expected to be used to repay outstanding secured and unsecured debt. The company continues to improve its earnings diversity. Revenues from conduit loan sales have decreased meaningfully since 2013 and represented 20% of total revenues in 2016, down from 24% of revenues in 2015. Ladder's core earnings totalled $158.2 million during 2016, down year-over-year from $191.5 million during 2015. The year-over-year decline was largely attributable to slower CMBS activity during the first half of 2016 that led to lower income from sales of securitized loans, as well as lower gains on sales of securities. Fitch believes there is potential for additional earnings diversification following the announcement on Feb. 28, 2017 that Related Companies (Related) has made a strategic investment in Ladder. Related, through its Related Real Estate Fund II, purchased $80 million of Ladder stock from certain pre-IPO shareholders and has a right of first offer for certain horizontal risk retention investments in which Ladder retains an interest. Fitch views this as a potential way to support Ladder's risk retention requirements. In addition, in October 2016, Ladder Capital Asset Management LLC (LCAM), a Ladder subsidiary, launched the Ladder Select Bond Fund. Ladder made a $10 million investment in the fund, which is a mutual fund offering third party investors exposure to commercial mortgage backed securities. Fitch believes that Related's market position as a CRE fund manager could allow Ladder to grow LCAM through expanded fundraising capability. Despite these favorable trends, Ladder has not yet managed through a full credit cycle given that it was founded in October 2008. Nevertheless, it has operated during multiple periods of market volatility since inception without incurring credit losses. Ladder's average loan-to-value ratio across all lending programs declined to 64.8% as of Dec. 31, 2016 from 68% as of Dec. 31, 2015, indicative of the company's continued conservative underwriting standards. Ladder's top property exposures in its loan portfolio as of Dec. 31, 2016 were hotels (33%), office (25%), multifamily (18%) and retail (13%). Fitch expects U.S. lodging revenue per available room growth to decelerate to 1%-2% during 2017 as the industry enters the seventh year of this upcycle. Fitch projects healthy and above average office property fundamentals in 2017, though certain markets such as Houston continue to show weakness. Fitch believes multifamily has reached a peak in performance, while retail property performance is expected to be mixed, with lack of new construction offsetting retailer bankruptcies and downsizings. As a result of these trends, Fitch expects asset quality of CRE loan portfolios (including those of banks) to revert to long-term averages in the coming years, although the pace of asset quality reversion is in part dependent on the level of interest rates. Ladder remains reliant on wholesale funding sources, although there is growing diversity amongst Ladder's sources of capital. As of Dec. 31, 2016, the company had five committed loan repurchase (repo) facilities, one committed and one uncommitted securities repo facility, a corporate credit facility from numerous lending institutions, mortgage loan borrowings, borrowings from the Federal Home Loan Bank (FHLB), and access to unsecured notes and public equity. Fitch views the expected loss of FHLB membership by Ladder's captive insurance subsidiary effective February 2021 as an ongoing funding consideration. While Ladder has multiple options at its disposal to either repay FHLB borrowings via securities sales or new debt arrangements, replacement funding is likely to be either shorter-term term (e.g., reverse repurchase facilities) or higher cost (e.g., additional unsecured notes), which could introduce additional funding and liquidity risk or pressures on profitability. Fitch believes that Ladder's potential replacement of FHLB funding with repo borrowings would be a credit negative because it would increase liquidity risk, and conversely notes that a replacement of FHLB funding with long-term unsecured debt would be a credit positive as it would lessen liquidity risk, improve financial flexibility, and extend duration. The $500 million unsecured notes offering moderately increases unsecured debt and unencumbered assets. Fitch would view unsecured debt as a percentage of total debt approaching 35% positively from a ratings perspective. As of Dec. 31, 2016, Ladder had $1.7 billion of excess committed capacity under its debt facilities and its unencumbered pool could be pledged or liquidated (subject to applicable haircuts) to support unsecured debt repayment. Nevertheless, Ladder's liquidity position remains constrained by its REIT tax election. Ladder continues to retain a lower portion of core earnings when compared to the approximately 60% of core earnings retained prior to the REIT conversion. All else being equal, the REIT conversion increased after-tax core earnings because of a lower effective tax rate as a REIT, but this was somewhat offset by an increase in the company's annual cash dividend to $1.20 per share from $0 per share previously. Ladder continues to build out its management team, with the Feb. 27, 2017 announcement that Marc Waldman joined Ladder as a Managing Director in Originations, reporting to Michael Mazzei, Ladder's President. Fitch believes that key man risk continues to reside with Brian Harris, the CEO of Ladder. However, the company has increasing management depth, and the six executive officers of the company average 28 years of CRE finance experience. As of Dec. 31, 2016, Ladder's named executive officers and directors held interests in the company comprising 11.9% of the company's total equity, aligning interests of management and shareholders. RATING SENSITIVITIES - IDRS AND SENIOR DEBT The following factors may positively impact Ladder's ratings and/or Outlook: -- A continued low reliance on gain on sale income; -- Continued increased economic access to long-term unsecured debt funding, such that unsecured debt approaches 35%; -- Demonstrated underwriting discipline and asset quality performance in the face of current CRE sub-sector pressures; -- Maintenance of leverage within the targeted 2.0x-3.0x range and strong liquidity levels. The following factors may negatively impact Ladder's ratings and/or Outlook: -- A material reduction in long-term economic sources of funding; -- Material increase in exposure to more aggressively underwritten balance sheet loans or real estate equity investments without adequate reserves and commensurate decrease in leverage; -- A sustained increase in leverage beyond the company's articulated target; -- Sustained reduction in liquidity levels and/or unencumbered assets relative to outstanding unsecured debt; -- Sustained operating losses or material weakening of asset quality. The unsecured debt rating is primarily sensitive to changes in Ladder's IDR. Additionally, the unsecured debt rating could be notched down from Ladder's IDR were unencumbered asset coverage, and thus recovery expectations for the debt class, to materially decline. Fitch has affirmed the following ratings of Ladder Capital Finance Holdings LLLP and Ladder Capital Finance Corporation: -- Long-Term IDRs at 'BB'; -- $559.8 million senior unsecured notes at 'BB'. Fitch has assigned the following expected rating: -- $500 million senior unsecured notes 'BB(EXP)'. The Rating Outlook is Stable. LADDER CAPITAL: S&P Assigns 'B+' Rating on New $500MM Unsec. Bonds ------------------------------------------------------------------ S&P Global Ratings said it assigned a 'B+' rating to Ladder Capital Finance Holdings LLLP's new $500 million unsecured bonds. S&P also affirmed its 'BB-' issuer rating on Ladder. The outlook remains stable. "Our ratings on Ladder reflect its concentration in commercial real estate and its partial reliance on secured repurchase facilities that have the potential for margin calls," said S&P Global Ratings credit analyst Diogenes Mejia. The company's conservative management of its leverage and liquidity, its experienced management team, and its access to borrowings from the Federal Home Loan Bank system mitigate these risks. This issuance will extend the maturity of Ladder's current unsecured notes while further unencumbering the balance sheet. The notes require the company to maintain total unencumbered assets of 120% of the aggregate outstanding principal amount of the notes. S&P's ratings on Ladder's senior unsecured debt are one notch lower than the issuer credit rating because priority debt significantly exceeds 30% of adjusted assets. S&P's outlook on Ladder is stable. S&P Global Ratings expects the company to maintain conservative leverage consistent with its target debt-to-equity ratio of 2x-3x, adequate liquidity, and good stable asset performance across its investment portfolios, but with some volatility in its conduit business. S&P could lower its rating on the company over the next 12 months if S&P expected it to consistently report leverage above 3.75x or if leverage excluding investment-grade securities rises above 2.75x. S&P could also lower the rating if the company becomes more reliant on short-term funding and its stable funding ratio remains below 90% for a prolonged period. S&P could raise its rating on Ladder over the next 12 months if the company significantly reduced leverage to near 1.5x debt to equity and maintains strong asset performance, or further strengthens its funding profile by reducing its reliance on short-term funding, such as repurchase agreements, and increasing sources of long-term stable funding. LAKE WALKER COMMUNITY: Ombudsman Files Report on Facility --------------------------------------------------------- Judy A. Robbins, the U.S. Trustee for Region 4, filed a February 21, 2017 Ombudsman Report before the U.S. Bankruptcy Court for the District of Maryland for Lake Walker Community Health, LLC. According to the report, Charlene Fitch, ombudsman, and Stevanne Ellis, State Ombudsman, visited Lake Walker Assisted Living at 509 Walker Avenue, in Baltimore, Maryland on February 3, 2017. Overall, the facility was neat, odor free, and the staff member was friendly and helpful. The Ombudsman Program will continue visits at this facility on a regular basis. A full-text copy of the Report is available at: http://bankrupt.com/misc/mdb16-24337-43.pdf About Lake Walker Lake Walker Community Health, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 16-24337) on October 28, 2016, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Ronald J Drescher, Esq., at Drescher & Associates, P.A.. LAKEWOOD DEVELOPMENT: US Trustee Opposes Approval of Plan Outline ----------------------------------------------------------------- The U.S. trustee overseeing the Chapter 11 case of Lakewood Development Company LLC asked a bankruptcy court to deny final approval of the disclosure statement, which explains the company's proposed Chapter 11 plan of reorganization. In a filing with the U.S. Bankruptcy Court for the Western District of Missouri, the bankruptcy watchdog argued that the document does not contain "adequate information." The U.S. trustee cited the company's failure to disclose the transfer of as much as $200,000 it made to ICON Commercial Lending Inc., which the agency sees as a "material asset of the bankruptcy estate." "The funds transferred to ICON may be recoverable and the treatment of these funds should be addressed in the disclosure statement and plan," the U.S. trustee said in the filing. The agency also cited Lakewood's failure to disclose the treatment of claim filed by one of its secured creditors, the company's past efforts to develop or market its property, and the changes to its financial situation resulting from an agreement to grant Bank Northwest from stay as to the tract of land subject to its security interest. Under U.S. bankruptcy law, a company going through bankruptcy must get approval of its disclosure statement to begin soliciting votes for its Chapter 11 plan. The document must contain sufficient information to enable voting creditors to make an informed decision about the plan. Lakewood on Jan. 17 filed a disclosure statement and plan of reorganization. On Jan. 27, the court preliminarily approved the disclosure statement and set a hearing for March 8. The U.S. trustee is represented by: Lloyd E. Mueller, Esq. Trial Attorney Office of the U.S. Trustee 400 East 9th St., Ste 3440 Kansas City, MO 64106 Telephone: (816) 512-1940 Telecopier: (816) 512-1967 Email: lloyd.e.mueller@usdoj.gov About Lakewood Development Company LLC Lakewood Development Company LLC filed a Chapter 11 bankruptcy petition (Bankr. w.D.MO. Case No. 16-50425) on October 17, 2016. Hon. Cynthia A. Norton presides over the case. Krigel & Krigel, PC represents the Debtor as counsel. The Debtor disclosed total assets of $4.20 million and total liabilities of $2.42 million. The petition was signed by Jerry AlanSigtist, managing partner. LAST CALL: Needs Until June 6 to File Plan of Reorganization ------------------------------------------------------------ Last Call Guarantor, LLC and its affiliated debtors request the U.S. Bankruptcy Court for the District of Delaware to extend the period within which only the Debtors may file a plan of reorganization, through and including June 6, 2017, and the period within which only the Debtors may solicit acceptances of a plan of reorganization, through and including August 7, 2017. The Debtors contend that the complexity of these Chapter 11 Cases unavoidably affects the progress of their reorganization efforts and justifies an extension of the Exclusive Periods. In fact, during the first several weeks of these Chapter 11 Cases, the Debtors have fought to maintain their use of cash collateral, and ultimately, they have secured the use of cash collateral, secured postpetition financing and executed an expeditious, but successful, sale process. The Debtors tell the Court that due to their limited use of cash collateral, limited financing, extensive negotiations with their prepetition lenders, and expedited sale process and the condition and nature of their business, the Debtors and the Purchaser executed a sale transaction that contemplated the transition of the business, including leases, contracts and liquor licenses, over time on a post-closing basis. To date, the Debtors also tell the Court that they continue to work with the Purchaser to efficiently transition the business to the Purchaser, and they continue to maintain material assets and operations for the benefit of the Purchaser pending the transfer of such assets and operations to the Purchaser. Specifically, the Debtors currently hold or have been issued Liquor Licenses that remain in effect, which authorize the respective licensees to conduct retail sales of alcoholic beverages as set forth in the Sale Order and the Final Purchase Agreement. Subject to the transfer of those Liquor Licenses or the Purchaser acquiring equivalent Liquor Licenses, the Debtors must maintain the Liquor Licenses during the transition of ownership to the Purchaser to allow the sale of alcoholic beverages to continue uninterrupted. Accordingly, the Debtors submit that it is premature for the Debtors to develop or negotiate an appropriate exit strategy for these Cases with the ongoing transitioning of the business to the Purchaser. Moreover, the Debtors intend to use the requested extension of the exclusive periods to complete the transition of their business to the Purchaser and to consult with the Committee to formulate an appropriate exit strategy for these Cases. About Last Call Guarantor, LLC. Headquartered in Dallas, Texas, and with operations in 25 states, Last Call Guarantor, LLC, et al., own and operate sports bar and casual family-dining restaurants under three well-recognized concepts, namely Fox & Hound, Bailey's Sports Grille, and Champps. They operate 48 Fox & Hound locations, nine Bailey's locations, and 23 Champps locations. They have franchise agreements with five franchisees for Champps Restaurants. The Company has more than 4,700 full and part-time employees. On Aug. 10, 2016, each of Last Call Guarantor, LLC, Last Call Holding Co. I, Inc., Last Call Operating Co. I, Inc., F&H Restaurants IP, Inc., KS Last Call Inc., Last Call Holding Co. II, Inc., Last Call Operating Co. II, Inc., Champps Restaurants IP, Inc. and MD Last Call Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case Nos. 16-11844 to 16-11852). The petitions were signed by Roy Messing, the CRO. Last Call Guarantor estimated assets in the range of $10 million to $50 million and liabilities of $100 million to $500 million. Dennis A. Meloro, Esq., Nancy A. Mitchell, Esq., Nancy A. Peterman, Esq., Matthew Hinker, Esq., and John D. Elrod, Esq., at Greenberg Traurig, LLP, represent the Debtors as counsel; Epiq Systems, Inc., as claims and noticing agent; Newmark Midwest Region, LLC, dba Newmark Grubb Knight Frank, as real estate consultant; and SSG Advisors, LLC, as investment banker to the Debtors. Judge Kevin Gross is assigned to the cases. Andrew Vara, acting U.S. trustee for Region 3, on Aug. 23, 2016, appointed seven creditors of Last Call Guarantor, LLC, et al., to serve on the official committee of unsecured creditors. The Committee hired Pachulski Stang Ziehl & Jones LLP, to serve as counsel. Protiviti Inc. serves as the committee's financial advisor. LEADER INDUSTRIES: IRS Asks Court to Deny Disclosure Statement -------------------------------------------------------------- The United States of America, on behalf of its agency the Department of Treasury, Internal Revenue Service, objects to the disclosure statement filed by Leader Industries, Inc. On Dec. 8, 2016, the IRS filed a Proof of Claim in the total amount of $197,479.24. On Feb. 24, 2017, the IRS filed an Amended Proof of Claim in the total amount of $158,142.07. This Proof of Claim consisted of a secured claim in the amount of $2,374.86; an unsecured Priority Claim in the amount of $137,772.16; and a general Unsecured Claim in the amount of $17,995.05. The IRS also filed an Administrative Claim in this case as Claim #12 in the amount of $41,183.70. The IRS complains that the Debtor's disclosure statement and plan fail to provide for this claim entirely. The Debtor also failed to properly provide for the IRS' secured and priority claims as filed in their entirety and has furthermore failed to provide for payment of interest on the claims as provided under the code. In addition, the taxpayer has unfiled returns for Form 941 for Sept. 20, 2016, and Dec. 31, 2016. In addition, the Form 945 for 2015 and 2016 returns are unfiled. The Debtor has failed to timely pay taxes owed after the date of the order for relief as shown in the administrative claims. The IRS suggests that the Debtor should not be allowed to reschedule payment of his federal tax debts while simultaneously disregarding his lawful obligation to file tax returns and apprise the IRS on appropriate forms, signed under penalties of perjury, of his true tax liabilities. Until the delinquent tax returns are filed, it cannot be determined if the plan is feasible or complies with the requirements of 11 U.S.C. section 1129. Thus, the U.S., IRS, respectfully requests that approval of the Debtor's Disclosure Statement as drafted be denied until Debtor repairs the issues outlined. The IRS is represented by: Steve Jordan, TN BPR #013291 Assistant U.S. Attorney 110 Ninth Avenue South, Suite A-961 Nashville, TN 37203 Telephone (615) 736-5151 Facsimile (615) 401-6626 Email: steve.jordan@usdoj.gov About Leader Industries Leader Industries, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D.Tenn. Case No. 16-08337) on November 21, 2016. Elliot Warner Jones, Esq., at Emerge Law PLC serves as bankruptcy counsel. Alexander Thompson Arnold PLLC serves as the Debtor's accountant. The Debtor's assets and liabilities are both below $1 million. LEGACY RESERVES: FMR and Abigail Johnson Have 14.9% Stake --------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission on Feb. 13, 2017, FMR LLC and Abigail P. Johnson reported that they are the beneficial owners of 10,881,742 shares of common stock of Legacy Reserves representing 14.999% of the shares outstanding. 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. A full-text copy of the regulatory filing is available at: https://is.gd/hgmZOg About Legacy Reserves Headquartered in Midland, Texas, Legacy Reserves L.P. is focused on the acquisition and development of oil and natural gas properties primarily located in the Permian Basin, East Texas, Rocky Mountain and Mid-Continent regions of the United States. The Company's primary business objective has been to generate stable cash flows to allow it to make cash distributions to its unitholders and to support and increase quarterly cash distributions per unit over time through a combination of acquisitions of new properties and development of its existing oil and natural gas properties. Legacy Reserves incurred a net loss attributable to unitholders of $720.54 million in 2015, a net loss attributable to unitholders of $295.33 million in 2014 and a net loss attributable to unitholders of $35.27 million in 2013. As of Dec. 31, 2016, Legacy Reserves had $1.29 billion in total assets, $1.52 billion in total liabilities and a total partners' deficit of $222.07 million. * * * As of Sept. 30, 2016, S&P Global Ratings said that it lowered its corporate credit rating on Legacy Reserves to 'CCC' from 'B-'. The rating outlook is negative. The downgrade reflects S&P's expectation that the borrowing base on Legacy's revolving credit facility could be lowered substantially at its redetermination in October. Legacy Reserves carries a 'Caa3' corporate family rating from Moody's Investors Service. LENSAR INC: Plan Confirmation Hearing Set for April 12 ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware is set to hold a hearing on April 12, at 10:30 a.m., to consider confirmation of the Chapter 11 plan of reorganization of Lensar, Inc. Creditors have until April 3 to file their objections to the plan, and cast their votes accepting or rejecting the plan. Lensar's latest plan contemplates that general unsecured claims will be paid in full. Because the company is insolvent, existing equity interests will be extinguished and holders of those interests will not retain or receive any property. The objective of the plan is to effect the restructuring of Lensar whereby PDL Biopharma, Inc., the company's principal secured creditor, accepts equity in the reorganized company in exchange for the cancellation of $14,181,698 of its secured claim, according to the latest disclosure statement filed on Feb. 23. The Debtor also disclosed that the Court has entered a second interim Order on the Cash Management Motion. It is expected that final relief will be granted at the omnibus hearing set for February 28, 2017, pending receipt of certain information from Silicon Valley Bank, where the Debtor's accounts are maintained. A full-text copy of Lensar's latest disclosure statement is available for free at: https://is.gd/53x65X About Lensar Inc. Lensar, Inc. -- http://www.lensar.com/-- is involved in next generation femtosecond laser technology for refractive cataract surgery. The LENSAR Laser System with Streamline II offers cataract surgeons automation and customization of essential steps of the refractive cataract surgery procedure with the highest levels of precision, accuracy, and efficiency, while optimizing overall visual outcomes. The Debtor filed a chapter 11 petition (Bankr. Del. Case No. 16-12808) on Dec. 16, 2016. The petition was signed by Nicholas T. Curtis, chief executive officer. The Debtor estimated $50 million to $100 million in assets and liabilities. Matthew Summers, Esq., at Ballard Spahr LLP, represents the Debtor. Epiq Bankruptcy Solutions, LLC, serves as notice and claims agent and administrative advisor. An official committee of unsecured creditors has not yet been appointed in the case. On January 24, 2017, the Debtor filed a Chapter 11 plan of reorganization and disclosure statement. The plan, which proposes to pay general unsecured creditors in full, will be funded through exit loan to be provided by PDL Biopharma Inc. and cash on hand. LIGHTSTONE HOLDCO: S&P Assigns 'BB-' Rating on $1.575BB Term Loan B ------------------------------------------------------------------- S&P Global Ratings said it assigned its 'BB-' rating to Lightstone HoldCo's $1.575 billion term loan B, $150 million term loan C, and $100 million revolver. The outlook is stable. The recovery rating is '1', reflecting S&P's expectation of very high (90%-100%; rounded estimate; 95%) recovery in the event of default. The 'BB-' rating on Lightstone is based on significant market exposure due to an ongoing weak power pricing environment, partially offset by participation in a robust capacity market and strong operations. The portfolio, owned jointly by affiliates of ArcLight and Blackstone, consists of approximately 5.3 gigawatts (GW) of capacity in the PJM Interconnection market. Approximately half of the capacity (and cash flows) are from the General James M Gavin Power Plant, a coal plant, while the remainder is split between combined cycle gas turbines (CCGTs) Lawrenceburg and Waterford and combustion turbine (CT) Darby. "The stable outlook reflects our expectation for sound operational performance at all four plants, DSCRs above 1.55x throughout the life of the assets, and power prices that do not decline materially from our current expectations," said S&P Global Ratings credit analyst Kimberly Yarborough. S&P could lower the rating if DSCRs fall below 1.5x on a sustained basis over the assumed refinance tenor. This would likely be caused by a sustained drop in power prices, unplanned operational outages, and higher debt outstanding at refinancing. This would likely also coincide with a weaker downside case in which the project fails to meet financial obligations for more than three years. While unlikely in the near term, S&P could raise the rating if DSCRs materially improve above 2.2x on a sustained basis and the downside performance improved materially. This could be driven by higher-than-expected capacity payments in uncleared periods or higher spark spreads. LILY ROBOTICS: Files for Ch 11 After Failing to Market Drone Camera ------------------------------------------------------------------- Vince Sullivan, writing for Bankruptcy Law360, reports that Lily Robotics, Inc., filed for Chapter 11 protection after its prototypes for the self-navigating flying Lily Camera developed flaws that kept it off the market for the past three years. According to Law360, the Debtor plans to pay refunds to its clients that preordered the machines through an intellectual property auction. Based Atherton, California, Lily Robotics, Inc., develops a throw-and-shoot camera that captures pictures and videos from the skies. Its camera flies and uses GPS and computer vision to follow user's adventure activities. The company sells its products through its Website internationally. Lily Robotics filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 17-10426) on Feb. 27, 2017, disclosing $32.99 million in total assets as of Dec. 31, 2016, and $37.53 million in total liabilities as of Dec. 31, 2016. The petition was signed by Spencer L. Wells, director. Judge Kevin J. Carey presides over the case. Robert J. Dehney, Esq., Andrew R. Remming, Esq., and Marcy J. McLaughlin, Esq., at Morris, Nichols, Arsht & Tunnell LLP; Laura Metzger, Esq., and Jennifer Asher, Esq., and Douglas S. Mintz, Esq., at Orrick Herrington & Sutcliffe LLP serve as the Debtor's bankruptcy counsel. Goldin Associates, LLC, is the Debtor's restructuring advisor. Prime Clerk LLC is the Debtor's claims and noticing agent. LILY ROBOTICS: March 14 Meeting Set to Form Creditors' Panel ------------------------------------------------------------ Andy Vara, Acting United States Trustee for Region 3, will hold an organizational meeting on March 14, 2017, at 10:00 a.m. in the bankruptcy case of Lily Robotics, Inc. The meeting will be held at: The Doubletree Hotel 700 King Street Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Lily Robotics Based in Ahterton, California, Lily Robotics, Inc. filed for bankruptcy protection (Bankr. D. Del., Case No. 17-10426) on February 27, 2017. The petition was signed by Spencer L. Wells, director. The Company develops a throw-and-shoot camera that captures pictures and videos from the skies. Hon. Kevin J. Carey presides over the case. The Company listed $32.99 million in assets and $37.53 million as of December 31, 2016. Morris, Nichols, Arsht & Tunnell LLP and Orrick, Herrington & Sutcliffe LLP represent the Debtor. Goldin Associates LLC serves as the Debtor's restructuring advisor and Prime Clerk LLC acts as the Debtor's claims and noticing agent. LILY ROBOTICS: Winding Down in Chapter 11; To Refund Deposits ------------------------------------------------------------- Lily Robotics, Inc., a startup company that develops a throw-and-shoot camera that captures pictures and videos from the skies, has filed a voluntary petition under Chapter 11 of the Bankruptcy Code after shutting down its business. The case is pending before the Hon. Kevin J. Carey in the U.S. Bankruptcy Court for the District of Delaware. Owing more than $30 million to its creditors, Lily intends to take advantage of the "breathing room" afforded by Chapter 11 to continue the wind down process without the threat of state intervention. The District Attorney for the City and County of San Francisco in the Superior Court of the State of California, City and County of San Francisco, initiated a case entitled People of the State of California v. Lily Robotics, Inc. et al., Case No. (CGC-17-556365) on Jan. 11, 2017, asserting claims arising from Lily’s failure to deliver the Lily Camera to its customers. The Superior Court of California, San Francisco Division heard argument on the District Attorney's motion for a temporary restraining order on Jan. 12, 2017, and granted a modified version of the requested order. According to Chief Restructuring Officer Curtis G. Solsvig III, a wide range of flaws prevented the Debtor from delivering the camera to the market. In early 2015, the Debtor launched a pre-order campaign for the Lily Camera taking $34.8 million in pre-sales from more than 60,000 customers in 80 countries, vastly exceeding their projections. "With so many expectant customers, so much hype, and so little experience, the pressure mounted," Mr. Solsvig maintained. By the end of 2016, the Debtor still had not perfected the product; the financing market had dried up, and the Debtor started to explore strategic alternatives. It sought a buyer in the Fall of 2016, but that market evaporated quickly, as disclosed in the bankruptcy filing. In late 2016, recognizing that it had run out time, management announced to its staff that it was going to wind down its operations and that the employees would be terminated. The Debtor made a public announcement on Jan. 10, 2017, of its intention to wind down and refund the remaining customer pre-order funds. To fund customer pre-order refunds, the Debtor transferred approximately $3.9 million to its external refund vendor Tilt over the period August 2016 to January 2017. Also to fund customer pre-order refunds, the Debtor transferred approximately $16.5 million to Stripe in January 2017. To ensure that no customers are harmed in this process, the Debtor will seek to refund the segregated customer cash as soon as possible — with the Court’s approval. The Debtor will pursue an auction of its intellectual property, to complete a sale transaction, and to wind down its estate in an orderly fashion. The Debtor said it has received indications of interest from a number of potential buyers of its intellectual property portfolio and believes that its planned 363 sale will realize value from the portfolio. Due to the potential loss of value to the IP if it goes stale, the Debtor hopes to expedite the closing of any transaction. Lily intends to seek a wind-down plan to distribute its remaining assets to creditors after a sale process is complete. To ensure that its assets realize a maximum return from a transaction, the Debtor believes that it must maintain certain operations as it winds down. In addition, the Debtor requests authorization to obtain a super-priority postpetition financing consisting of a term loan in a principal amount of up to $3,027,000 and to use cash collateral as necessary and as provided in the budget during the course of the Chapter 11 case. Founded in 2013 by two students from University of California, Berkeley, Lily had the goal of developing a fully autonomous flying camera. The founders self-funded the early stages of their operations with approximately $30,000 and secured approximately $1.1 million in seed financing, led by Shana Fisher and including investors SV Angel, Upside Partnership, Slow Ventures, and Kevin Mahaffey. The Debtor partnered with GoerTek Electronics Co., Ltd., a contract manufacturer headquartered in Weifang, China, to produce and manufacture the Lily Camera. Lily customers that pre-ordered a Lily Camera and are awaiting a refund of their deposit are directed to visit https://is.gd/7XoPpX to submit their current email and mailing address to facilitate the refund of their deposit. The Company does not have a time frame for payments at the present time. Customers are also directed to call 844-597-1421 (toll free) or 917-258-6101 (international) or email lilyroboticsinfo@primeclerk.com for any other questions. Morris, Nichols, Arsht & Tunnell LLP and Orrick Herrington & Sutcliffe LLP serve as counsel to the Debtor. Goldin Associates, LLC serves as financial advisor to the Debtor. Prime Clerk LLC acts as the Debtor’s claims and noticing agent. LSB INDUSTRIES: Releases Fourth Quarter Financial Result of 2016 ---------------------------------------------------------------- In its Current Report Form 8-K filed with the U.S. Securities and Exchange Commission on Feb. 27, 2017, LSB Industries, Inc. issued a press release to report its financial results for the fourth quarter and year ended December 31, 2016. The Company o February 28, 2017, at 10:00 a.m. (Eastern time) / 9:00 a.m. (Central time), held a conference call broadcast live over the Internet to discuss the financial results of the fourth quarter and year ended December 31, 2016. Fourth quarter highlights include: * Net sales from continuing operations of $85.4 million for the fourth quarter of 2016 compared to $90.0 million for the fourth quarter of 2015 * EBITDA and adjusted EBITDA from continuing operations of $2.1 million and $2.8 million, respectively for the fourth quarter of 2016 compared to EBITDA loss and adjusted EBITDA loss from continuing operations of $3.9 million and $2.5 million, respectively for the fourth quarter of 2015 * Operating loss from continuing operations of $18.1 million; adjusted operating loss from continuing operations of $15.8 million * Net loss from continuing operations applicable to common shareholders of $32.3 million, or $1.19 loss per diluted share; adjusted net loss from continuing operations applicable to common shareholders(1) of $30.9 million, or $1.14 loss per diluted share "Our results for the fourth quarter of 2016 showed sequential improvement despite downtime that carried over from the third quarter related to previously disclosed issues," stated Daniel Greenwell, LSB's President and CEO. "Our financial performance during the period is reflective of efforts in 2016 to increase our production and improve on-stream rates at our three primary facilities, coupled with the incremental output from the new ammonia plant at El Dorado." "Our Cherokee and Pryor ammonia plants operated at on-stream rates of approximately 100% and 97%, respectively, for November and December, and both plants operated at an on-stream rate of 98% or better for the past four months. We expect this to continue throughout 2017." "El Dorado's ammonia on-stream rate continues to improve with the fourth quarter of 2016 increasing over third quarter of 2016. We continued this trend into the first quarter of 2017 with on-stream rates for the first two months of 2017 increasing to 84%. We are very encouraged by the performance of our new plant as it is consistently producing at rates in excess of 1,300 tons per day which is a meaningful increase over the plant's nameplate capacity of 1,150 tons per day. With respect to the previously disclosed issue with El Dorado's primary nitric acid plant's nitrous oxide abatement vessel, we completed the bypass system in mid-December and it has been operating at full rates since that time. The design of a new nitrous oxide abatement vessel is underway and we expect a new vessel to be installed and operational by the second quarter of 2018; the end date of our temporary permit." Mr. Greenwell continued, "Selling prices for our agricultural products remained substantially lower than the prior year fourth quarter, however late in the quarter, we did see some improvement in selling prices ahead of the spring planting season. We've seen that strong trend continue into the first quarter of 2017 and we expect this seasonal uplift to persist throughout the spring planting season. Still, we are anticipating selling prices of agriculture products to remain low relative to the past several years due to the new ammonia production and capacity upgrades that recently started operations or are expected to come online over the next few quarters. However, by late 2017 or early 2018, we anticipate a more sustained strengthening of pricing as the domestic and export markets absorb the new production volume." "Demand for our agricultural products for spring applications has been strong, with the UAN production capacity at both our Pryor and Cherokee facilities sold out through the end of April and May, respectively. Additionally, our previously outlined strategy to increase sales of high density ammonium nitrate (HDAN) is working. Sales of HDAN were up significantly in the fourth quarter versus the same period last year and we currently have a significant HDAN order book running into the second quarter of 2017. We anticipate this trend will continue and we plan to position product in our storage facilities later this year in anticipation of further growth in HDAN demand in 2018. Finally, demand for the nitric acid and ammonia for industrial markets has been increasing and we expect it will continue to rise, reflecting the ongoing moderate improvement in the U.S. economy." Mr. Greenwell concluded, "Overall, we are optimistic about the prospects for material year-over-year performance improvement in 2017. We've achieved our previously articulated SG&A savings objectives by reducing corporate overhead by more than $6 million, and believe that we can extract a similar amount of cost at the plant level over the course of this year. The refinancing actions we completed in the third quarter of 2016 provided us with increased financial flexibility and will result in a meaningful reduction in full year interest expense for the current year versus last. These factors, combined with our expectation that our facilities can sustain their current rates of production give us confidence in our ability to deliver a substantial year-over-year improvement in financial results for 2017." Financial Position and Capital Additions As of December 31, 2016, the Company's total cash position was $60.0 million. Additionally, it had approximately $35.6 million of borrowing availability under the Working Capital Revolver. Total long-term debt, including the current portion was $420.2 million at December 31, 2016 compared to $520.4 million at December 31, 2015. In July 2016, the Company received net cash proceeds of approximately $351 million from the sale of the Climate Control Business (an additional $7 million of proceeds was received in October 2016). In September 2016, holders of its Senior Secured Notes agreed to allow us to redeem a portion of the Series E Redeemable Preferred and to redeem a portion of the Senior Secured Notes and all of the 12% Senior Secured Notes. In September 2016, the Company used $80 million to redeem a portion of the Series E Redeemable Preferred (including accumulated dividends and participation rights value). The aggregate liquidation value of the Series E Redeemable Preferred at December 31, 2016, inclusive of accrued dividends of $22.0 million, was $161.8 million. In October 2016, the Company used approximately $107 million to redeem $50 million of the 7.75% Senior Secured Notes and all $50 million of the 12% Senior Secured Notes (including accrued interest and the redemption prices). At December 31, 2016, the Company had $375 million of Senior Secured Notes at 8.5% and approximately $53 million of other debt outstanding. The Company expects annual interest going forward, on the current level of debt to be between $33 million and $35 million. The Company's Working Capital Revolver Loan was undrawn at December 31, 2016. Borrowing availability, which is tied to eligible accounts receivable and inventories, was approximately $35.6 million at December 31, 2016. As a result of the sale of our Climate Control Business, in January 2017, we entered into an amended and restated loan and security agreement ("The Amendment") with Wells Fargo Capital Finance, LLC reducing our total revolver commitments from $100 million to $50 million and extending the maturity date of the Working Capital Revolver Loan to January 17, 2022, with a springing earlier maturity date (the "Springing Maturity Date") that is 90 days prior to August 1, 2019 (the maturity date our "Senior Secured Notes"), to the extent the Senior Secured Notes are not refinanced or repaid prior to the Springing Maturity Date. Interest expense, net of capitalized interest, for the fourth quarter of 2016 was $9.8 million compared to $0.9 million for the same period in 2015. The capitalization of interest related to capital additions made to the El Dorado Facility ceased when the Facility's new ammonia plant went into service in May 2016. Capital additions were approximately $11.3 million in the fourth quarter of 2016. Planned capital additions for the first quarter of 2017, are estimated to be approximately $8 million. For the full year of 2017, total capital additions which are related to maintaining and enhancing safety and reliability at our facilities are expected to be between $30 million and $35 million. With the finalization of the El Dorado expansion and the sale of the Climate Control Business, we expect depreciation and amortization to be between $65 million and $70 million for 2017. A full-text copy of the press release is available at: https://is.gd/jGfVwg About LSB Industries 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. LTS NUTRACEUTICALS: Suspending Filing of Reports with SEC --------------------------------------------------------- LTS Nutraceuticals, Inc. filed a Form 15 with the U.S. Securities and Exchange Commission notifying the suspension of its duty to file reports with respect to its common stock. As of Feb. 27, 2017, there were 65 holders of record of the Company's common shares. About LTS Nutraceuticals Ft. Lauderdale, Fla.-based LTS Nutraceuticals, Inc., develops and sells high-quality nutritional products that are distributed throughout North America through a network marketing system, which is a form of direct selling. The Company reported a net loss of $2.96 million on $1.75 million of net sales for the nine months ended Sept. 30, 2011, compared with a net loss of $471,235 on $997,657 of net sales for the same period a year ago. The Company's balance sheet at Sept. 30, 2011, showed $3.48 million in total assets, $8.03 million in total liabilities, and a $4.55 million total stockholders' deficiency. On Nov. 10, 2011, the Company had $37,633 in cash. The current operating plan indicates that losses from operations may be incurred for all of fiscal 2011. Consequently the Company said it may not have sufficient liquidity necessary to sustain operations for the next twelve months and this raises substantial doubt that the Company will be able to continue as a going concern. MADISON MAIDENS: Settlements Allow Implementation of Amended Plan ----------------------------------------------------------------- Madison Maidens, Inc., filed with the U.S. Bankruptcy Court for the Southern District of New York a disclosure statement for its amended chapter 11 plan of reorganization filed on Feb. 24, 2017, a full-text copy of which is available at: http://bankrupt.com/misc/nysb16-13130-53.pdf During the Chapter 11 case, the Debtor settled its disputes with Giant Chanel and Belk, Inc. Postpetition, the Debtor reached an agreement with Giant Channel regarding the amount of the Giant Channel claim. The stipulation, which is subject to approval by the Bankruptcy Court, reduces the Giant Channel claim from $11,510,606.92, the amount asserted by Giant Channel, to $975,000. At about the same time, the Debtor reached a settlement with Belk, Inc., one of its customers, regarding offsets asserted by Belk against amounts owed the Debtor that tied up nearly $100,000 payments to the Debtor. These settlements permit the Debtor to propose and implement this Plan, which provides for the prompt payment in full of creditor claims, while litigation could substantially delay the date on which a plan could be proposed and confirmed. Accordingly, the Debtor takes the position that approval of the settlements is in the best interests of creditors. Class 2 under the plan consists of all General Unsecured Claims. Promptly following the Effective Date, each Holder of an Allowed General Unsecured Claim against the Debtor will receive payment equal to 100 cents on the dollar. The Debtor estimates that the number of creditors in this Class is approximately 12 and the amount of Allowed General Unsecured Claims as of the Effective Date will be approximately $1.4 million (after giving effect to the settlement of the Giant Channel Claim. Class 2 is unimpaired. The initial plan specified that Class 2 is impaired. Cash necessary for the making of payments to creditors of the Debtor pursuant to the Plan will be funded from the cash generated by the Debtor's operations. About Madison Maidens Madison Maidens, Inc. is an intimate apparel wholesale company that sells its products under the Jones New York license to stores in the USA and Canada. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 16-13130) on November 10, 2016. The petition was signed by Steven Kattan, president. The case is assigned to Judge Stuart M. Bernstein. At the time of the filing, the Debtor estimated its assets at $1 million to $10 million and debts at $10 million to $50 million. MARION AVENUE: Plan Confirmation Hearing Set for April 11 --------------------------------------------------------- Judge James L. Garrity, Jr., of the U.S. Bankruptcy Court for the Southern District of New York approved the amended disclosure statement filed by Marion Avenue Management LLC in support of its chapter 11 plan. The hearing to consider confirmation of the Plan will be held before the Hon. James L. Garrity, Jr. at the U.S. Bankruptcy Court for the Southern District of New York, One Bowling Green, Courtroom 601, in New York, New York, 10004, on April 11, 2017, at 10:00 a.m. Written objections, if any, to confirmation of the Plan will be filed on or before 5:00 p.m., prevailing Eastern time, April 4, 2017. The Troubled Company Reporter previously reported that Class 4 consists of the unliquidated personal injury tort claim filed by Franklin Morales. This claim is purely estimated and has not yet been liquidated. Following conclusion of the Declaratory Judgment Action, the final amount of the Class 4 claim will be fixed in the state court in connection with the trial on damages in the Personal Injury Action. For purposes of the claims resolution process, confirmation of the Plan will be deemed a continuing objection by the Debtor to the final allowance of the Class 4 claim until the damages are fixed in the state court by a final order or judgment. After a final determination of the Class 4 claim in the state court, Mr. Morales will be paid first from available insurance proceeds, if any. If, at the conclusion of the Personal Injury Action, the amount of Mr. Morales Class 4 Claim is greater than the available insurance proceeds, the balance due will be paid by the Debtor through a refinance of the Property. The Class 4 Claim of Morales is deemed impaired. The payments of Administrative Expenses and Class 1, 2, and 3 Claims shall be made from operating income and other contributors of equity holder. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/nysb16-10213-43.pdf About Marion Avenue Management Headquartered in New York, Marion Avenue Management LLC owns certain commercial real property located at 314-326 East 194th Street, Bronx, New York, with seven commercial tenants. It filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 16-10213) on Jan. 29, 2016, listing $2.01 million in total assets and $554,169 in total liabilities. The petition was signed by Sion Sohayegh, manager. Judge James L. Garrity, Jr., presides over the case. Ted Donovan, Jr., Esq., and Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP serve as the Debtor's bankruptcy counsel. MARYLAND HEALTH: Fitch Withdraws BB+ Rating on 2010 Revenue Bonds ----------------------------------------------------------------- Fitch Ratings has withdrawn its ratings for the following bonds due to prerefunding activity: -- Maryland Health & Higher Educational Facilities Authority (MD) (Doctors Community Hospital) revenue refunding bonds series 2010 (prerefunded maturities only - 5742176Y6, 5742176W0, 574218C76). Previous Rating: 'BB+'/Rating Outlook Stable; -- South Coast Water District (CA) general obligation refunding bonds series 2011A (prerefunded maturities only - 837433DA6). Previous Rating: 'AAA'/Rating Outlook Stable. MELISSA DEMARCO: Montano Buying Camarillo Property for $1.6M ------------------------------------------------------------ Melissa DeMarco asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of residential real property located at 5396 Calarosa Ranch Road, Camarillo, California, 93012 (APN 173-0-070-015) ("Residence"), Juli Montano for $1,575,000, A hearing on the Motion is set for March 22, 2017 at 10:00 a.m. The Case follows from the pending divorce of the Debtor and her estranged husband, Robert DeMarco (Robert DeMarco v. Melissa DeMarco, Ventura County Superior Court Case No. D334063), and the enormous cost attributable to pending litigation concerning certain rights in and relating to the stream of income of Robert DeMarco and DeMarco Productions, Inc., and certain music based intellectual property rights arising during the course of their long standing marriage, among other things. The Chapter 11 Case, but for the amount of secured or unsecured debt would have been filed as a Chapter 13 Case. It was the intention of the Debtor, through counsel, to operate the Chapter 11 Case as a "Baby 11," such in the course of confirmation of the Debtor's Chapter 11 Plan, she sought and obtained an order valuing the Residence at about $1,350,000. As of confirmation of the Chapter 11 Plan there was a deed of trust owing to Union Bank of California ("UBOC") in the amount of approximately $1,389,246 (including $1,275,411 of principal; $30,356 of interest; and $2,823 of late charges; advances for the real property taxes owing to Ventura County in the amount of $67,293; and $12,895 in foreclosure fees and costs). There was a deed of trust recorded against the Residence securing a note owing to National City Bank ("NCB"), as predecessor in interest to PNC Bank, in the approximate amount of $342,727 for which no claim was filed. Pinnacle at Camarillo HOA recorded a homeowners association lien against the Residence in the amount of $1,800, but did not file a claim in the Case. A lien was recorded by the California Franchise Tax Board ("FTB") in the approximate amount of $29,175. With a valuation of the Residence at approximately $1,350,000, each of the junior recorded liens and deed of trust was deemed at confirmation to be wholly unsecured under 11 U.S.C. Section 506(a), and paid under the Plan accordingly. The Estimated Costs of Sale for which Debtor is responsible are: Residence Description Party Name Amount Proceeds Source Sale Price Juli Montano $1,575,000 $1,575,000 Purchase Agreement Prorations/Adjs Prop Tax/HOA $ 0 $1,575,000 Estimated Closing Seller's Agent C-21 Troop $ 55,125 $1,519,875 Estimated Closing Buyer's Agent Harcourt $ 39,375 $1,480,500 Estimated Closing Title Charges Fees and Taxes $ 4,923 $1,475,577 Estimated Closing Escrow Charges All Valley Escrw $ 3,550 $1,472,027 Estimated Closing First Lien UBOC $1,353,471 $ 118,5556 Estimated Closing Second Lien PNC Bank $ 108,208 $ 10,347 Estimated Closing Property Taxes Ventura County $ 10,481 ($ 134) Estimated Closing Add'l Disburs Various $ 3,833 ($ 3,967) Estimated Closing Total Lien Payoff and Costs of Sale $1,578,967 The Debtor and the Purchaser entered into a Residential Purchase Agreement, dated Dec. 7, 2016. A copy of the Agreement, UBOC payoff demand, PNC payoff demand and the IRS Lien attached to the Notice is available for free at: http://bankrupt.com/misc/Melissa_DeMarco_286_Sales.pdf In the course of the Chapter 11 case, and in preparation for the Motion, the Debtor spoke with local Realtors, researched the local listings of pending sales and closed sales and, as a homeowner, determined the fair market value of the Residence to be approximately $1,575,000, consistent with the sale price set forth. The sale of the Residence relieves the Debtor of the continuing Plan obligation to pay UBOC monthly for the regular monthly mortgage payment, as well as the cure payments, eliminates my obligation to pay Ventura County for real property taxes, along with the monthly costs of maintenance and upkeep for the Residence. Therefore, the sale of the Residence is in furtherance of the Debtor's effective reorganization. Accordingly, the Debtor asks the Court to approve the sale of Residence to the Purchaser free and clear of all liens, claims or interests; and authorize to pay the Estimated Costs of the Sale. Even though Debtor has set the Motion on the Court's calendar for March 22, 2017, time is of the essence, where the Buyer desires to close after much delay and, through counsel has made demand for performance, but, as well, the holder of the first on the Residence, UBOC, has relief from stay and desires to foreclose, such that Debtor will seek an order shortening time to have the Motion heard as early as the Court may hear the matter, which shortened notice will not prejudice any of the parties, as UBOC will be paid in full and PNC Mortgage will receive only what it is entitled to receive as provided in the confirmed Chapter 11 Plan. Melissa DeMarco sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 13-11112) on April 29, 2013. Attorneys for Reorganized Debtor, Melissa DeMarco: Louis J. Esbin, Esq. LAW OFFICES OF LOUIS J. ESBIN 25129 The Old Road, Suite 114 Stevenson Ranch, California 91381 Tel: 661-254-5050 Fax: 661-254-5252 E-mail: Esbinlaw@sbcglobal.net METROPOLITAN NYC: Taps Gregory Messer as New Legal Counsel ---------------------------------------------------------- Metropolitan NYC Holdings, Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire a new legal counsel. The Debtor proposes to hire the Law Office of Gregory Messer 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 firm will replace Steinberg & Associates, Esqs. Gregory Messer, Esq., the attorney who will have primary responsibility for representing the Debtor, will charge an hourly rate of $575. He will be assisted by Joel Alan Gaffney, Esq., an associate, who will charge $350 per hour. Mr. Messer disclosed in a court filing that his firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Gregory Messer, Esq. Law Offices of Gregory Messer 26 Court Street, Suite 2400 Brooklyn, NY 11242 Phone: (718) 858-1474 About Metropolitan NYC Holdings Metropolitan NYC Holdings, Corp. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-40263) on January 23, 2017. The petition was signed by Gene Burshtein, owner. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. No trustee, examiner or official committee of unsecured creditors has been appointed in the case. MIX 1 LIFE: James S Tonkin and Lee Coleman Resign as Directors -------------------------------------------------------------- In its Current Report Form 8-K filed with the US Securities and Exchange Commission on February 20, 2017, James S Tonkin resigned from his position as a member of the Board of Directors of Mix 1 Life, Inc. Mr. Tonkin's resignation did not involve any disagreement with the Company on any matter relating to the Company's operations, policies, practices, or otherwise. On Feb. 21, 2017, Lee Coleman resigned from his position as a member of the Board of Directors of the Company. Mr. Coleman's resignation did not involve any disagreement with the Company on any matter relating to the Company's operations, policies, practices, or otherwise. A full-text copy of the regulatory filing is available at: https://is.gd/zBoICK About Mix 1 Life Mix 1 Life, Inc., formerly Antaga International Corp, was incorporated under the laws of the State of Nevada, U.S. on June 10, 2009. The Company's operations are based in Scottsdale, Arizona. On Aug. 27, 2013, Antaga International Corp. entered into a Definitive Agreement with Mix1 LLC, an Arizona corporation, under which the Company acquired 100% of certain assets owned by Mix in exchange for 3,333,333, post reverse, newly issued shares of common stock in the Company. Mix 1 is an emerging beverage and nutritional supplements company currently with a product line of natural, ready-to-drink protein shakes. The Company's shakes offer a complete and balanced macronutrient mix and are intended to be consumed as a post work out, snack replacement, meal supplement or a meal replacement. Mix 1 beverages have a high protein content (on average 26 grams per serving) and are unique due to their fruit-based flavors, relatively low calorie count and superior taste. The Company's shakes have a twelve month shelf life with no need for refrigeration and are currently served in a twelve ounce PET (polyethylene terephthalate) bottle. As of May 31, 2016, Mix 1 Life had $20.97 million in total assets, $8.16 million in total liabilities and $12.81 million in total shareholders' equity. The Company reported a net loss of $17.7 million for the year ended Aug. 31, 2015, compared to a net loss of $1.99 million for the year ended Aug. 31, 2014. KWCO, PC, in Odessa, TX, the Company's independent accounting firm, issued a "going concern" qualification on the consolidated financial statements for the year ended Aug. 31, 2015, citing that the Company's operating losses since inception raise substantial doubt about its ability to continue as a going concern. MOTORS LIQUIDATION: Appeal to Lift Stay on Tire Lawsuit Snubbed --------------------------------------------------------------- Alex Wolf, writing for Bankruptcy Law360, reports that U.S. District Judge Ronnie Abrams refused to hear an appeal of an April 2016 court order staying a defective tire product liability claim brought by a couple against General Motors in Georgia state court. Judge Abrams, according to Law360, said that a bankruptcy court properly retained jurisdiction to interpret and enforce GM's bankruptcy sale and apply a litigation stay. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. MOTORS LIQUIDATION: Copyright & Software Theft Suit Continues ------------------------------------------------------------- John Kennedy, writing for Bankruptcy Law360, reports that U.S. District Judge Victoria A. Roberts has denied Dorman Products Inc. and Electronics Remanufacturing Company LLC's partial dismissal motion, finding that General Motors LLC and GM Global Technology Operations LLC had sufficiently shown Dorman and ERC stole copyrighted software and sold it to the public. In another report by Emily Field of Law360, General Motors and a consolidated group of GM car buyers have started trying to convince the U.S. Bankruptcy Court for the Southern District of New York on how it should interpret a Second Circuit ruling in 2016 that resurrected previously barred liability claims against the company related to ignition switch defects. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. MOULTON PROPERTIES: Unsecureds to be Paid in Full Under Exit Plan ----------------------------------------------------------------- Unsecured creditors of Moulton Properties Holdings, LLC, will receive full payment of their claims under the company's latest plan to exit Chapter 11 protection. The plan proposes to pay in full the company's trade creditors, which hold Class 11 general unsecured claims. These creditors assert a total of $13,042 in claims. The restructuring plan proposes to sell or refinance the company's 1.4377-acre real property located at 1300 N. Palafox Street, and 0.725-acre real property located at 5400 Lillian Highway, in Pensacola, Florida, during a period not to exceed 48 months from the confirmation of the plan. Moulton will use the proceeds from the sale or refinancing of the properties to fund payments under the plan. Other sources of funds include the company's monthly net income and equity new value contribution, according to its disclosure statement filed on Feb. 23. A full-text copy of the disclosure statement is available for free at: https://is.gd/rcgEcl Moulton is represented by: Steven L. Beiley, Esq. Samuel J. Capuano, Esq. Aaronson Schantz Beiley P.A. Miami Tower 100 SE 2nd Street, 27th Floor Miami, FL 33131 Tel: 786-594-3000 Fax: 305-424-9336 Email: sbeiley@aspalaw.com Email: scapuano@aspalaw.com About Moulton Properties Holdings Moulton Properties Holdings, LLC is a Florida-based limited liability company organized in 2014 that manages and develops real property. The Debtor is 100% owned by Moulton Properties Inc., which is owned by 40% by James Moulton, 40% by Robert Moulton, and 20% by Strategica Capital Associates, Inc. James Moulton passed away in August 2016. Mr. Moulton's surviving daughter Mary Moulton is the authorized corporate representative of Moulton Properties Inc. The Debtor filed a chapter 11 petition (Bankr. N.D. Fla. Case No. 15-31131) on November 16, 2015. The petition was signed by Mary E. Moulton, manager. The Debtor estimated assets and liabilities at $1 million to $10 million at the time of the filing. Steven L. Beiley, Esq., at Aaronson Schantz Beiley P.A., represents the Debtor. The Debtor filed its initial Chapter 11 plan of reorganization on September 6, 2016, and an amended Plan on February 23, 2017. MURRAY ENERGY: Moody's Puts Caa2 CFR on Review for Upgrade ---------------------------------------------------------- Moody's Investors Service placed all ratings of Murray Energy Corporation on review for upgrade, including the Corporate Family Rating (CFR) of Caa2, Probability of Default Rating (PDR) of Caa2-PD, and the Caa1 rating on the first-lien term loan. Issuer: Murray Energy Corporation On Review for Upgrade: -- Corporate Family Rating, Placed on Review for Upgrade, currently Caa2 -- Probability of Default Rating, Placed on Review for Upgrade, currently Caa2-PD -- Senior Secured Bank Credit Facilities, Placed on Review for Upgrade, currently Caa1 (LGD3) -- Senior Secured Bank Credit Facility, Placed on Review for Upgrade, currently Caa2 (LGD2) -- Senior Secured Regular Bond/Debenture, Placed on Review for Upgrade, currently Caa3 (LGD5) Outlook Actions: -- Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE The review was initiated in response to the announcement that the company intends to contribute approximately $60 million in cash to Foresight Energy LLC (rated B3 stable) in the form of common equity, and upon consummation of Foresight's refinancing transaction, to exercise its option to acquire an additional 46% voting interest in Foresight Energy GP LLC, thereby increasing its voting interest to 80%. On March 1, 2017 Foresight announced its plan to refinance its capital structure by issuing $750 million of new first lien term loan, as well as new second lien notes due 2024, the proceeds of which will be used to repay the company's existing revolver, first lien term loan, second lien notes, and second lien convertible PIK notes. The review will be concluded once the above transactions are consummated and will focus on the effect of the increased ownership interest in Foresight on Murray's future cash flows. The rating review will also consider the company's efforts to contain costs and improve margins. and its ability to manage the continuing secular decline of the US coal industry and avoid unexpected cash outlays related to the legacy liabilities acquired from CONSOL Energy Inc.. The principal methodology used in these ratings was Global Mining Industry published in August 2014. Murray Energy Corporation is a privately-owned thermal coal mining company founded by its current Chairman, President, and Chief Executive Officer, Robert E. Murray, in 1988. Ownership of the company is closely held by the CEO and his family, and the senior management team includes family members. Two of the four board members are independent directors. In December 2013, the company acquired five active longwall mines in West Virginia and transportation assets from CONSOL. In April 2015, the company purchased a 34% voting interest in Foresight Energy GP LLC, with 77.5% of the incentive distribution rights, and approximately 50% of the outstanding limited partner units in Foresight Energy LP, a parent of Foresight Energy, LLC, for $1.37 billion. The deal tied Murray's Illinois Basin and Northern Appalachian coal mining business to Foresight's Illinois Basin mines to create one of the biggest U.S. thermal coal producers. Headquartered in St. Clairsville, Ohio, the company generated revenue of $2.50 billion for the twelve months ending September 30, 2016. NASTY GAL: Asks Court's Okay for Continued Cash Collateral Use -------------------------------------------------------------- Nasty Gal Inc. filed on Feb. 15, 2017, a motion seeking permission from the U.S. Bankruptcy Court for the Central District of California to use estate property outside the ordinary course of business and to the extent necessary, use of the cash collateral of prepetition lender 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. A hearing to consider the Debtor's request will be held on March 8, 2017, at 11:00 a.m. On Feb. 8, 2017, the Court entered its order approving the sale of the Debtor's intellectual property assets to Boohoo F I Limited pursuant to a stalking horse agreement dated Dec. 27, 2016. Pursuant to the sale agreement, the Debtor would cease business operations on Feb. 28, 2017. On and after the Closing Date, the Debtor will liquidate its remaining assets and administer the estate. The Debtor seeks to use cash outside the ordinary course of business in the process of liquidation and administration. Given that the Debtor will no longer continue its retail operations after the Closing Date, the Debtor seeks authority to utilize property of the estate, in the exercise of its sound business judgment under Section 363(b)(1), to maximize returns to creditors. To the extent that any cash used by the Debtor is collateral of Hercules and that lender does not consent, the Debtor requests authority to use the Hercules' cash collateral under Section 363(e). Pursuant to the sale order, the Hercules' secured claim will be substantially, but not fully, paid in connection with the Sale Closing. However, on and after the Closing Date, Hercules will still have a claim for at least $1,802,000 plus attorney's fees and costs, pending resolution of a dispute with the Official Committee of Unsecured Creditors. The Debtor will create a segregated account to hold cash equal to the value of the disputed claim amount, plus an additional $1 million to account for any potential costs, fees or expenses that may be incurred and claimed by Hercules in connection with the resolution of the dispute. The Prepetition Lender will enjoy a significant equity cushion -- approximately 50% over its Disputed Claim Amount -- in the segregated account alone. Accordingly, Hercules will be adequately protected by the existence of the segregated account and the Court may authorize the Debtor to utilize any other cash collateral of Hercules. The Debtor requires the use of cash beyond March 8, 2017, to wind down its business, liquidate its remaining assets, and fulfill its ongoing obligations in administering the Estate, including the following categories of expenses: a. completing a wind-down of the Debtor's business and liquidation of its remaining assets; b. reviewing and administering claims filed in the case; c. filing, confirming, and administering a plan of liquidation in this case; d. paying administrative costs and fees, including the fees of the U.S. Trustee and court-approved professionals; and e. resolving pending litigation against the Estate. A copy of the Debtor's cash collateral motion is available at: http://bankrupt.com/misc/cacb16-24862-391.pdf As reported by the Troubled Company Reporter on Feb. 17, 2017, the Hon. Sheri Bluebond of the U.S. Bankruptcy Court for the Central District of California authorized the Debtor to use the cash collateral of Hercules on a final basis. On Feb. 22, 2017, Hercules filed a limited objection to the motion to the extent it seeks authority to use cash collateral outside the ordinary course of business in advance of the Debtor closing on the sale of its intellectual property assets to Boohoo F I Limited pursuant to a stalking horse agreement dated Dec. 27, 2016. Hercules says that the relief the Debtor requested should be subject to a closing of the sale to Boohoo. In the event the sale does not close, the authority to use cash collateral terminates pursuant to final court order authorizing cash collateral use. Additionally, the budget specifically envisions liquidation expenditures only in the event of a closing and the Debtor's proposal of adequate protection will be mooted and fail if the closing does not occur. According to Hercules, the Debtor's request is ambiguous with respect to the escrow that the Debtor proposes as adequate protection. The sale order granting the motion to approve the sale to Boohoo provides that the sale is free and clear of liens with Hercules' liens to attach to proceeds of sale. The sale order does not place a limitation on the proceeds to which the liens attach. Through the motion, the Debtor seeks to set up a segregated, interest bearing account, as directed by the Court at the sale hearing, in the amount equal the interest, fees and charges disputed by the Committee, plus additional $1,000,000, pending resolution of the Committee's complaint, as adequate protection for the continued use of cash collateral. The counsel for the Debtor has confirmed in writing that the Debtor's cash collateral motion does not request, and the Debtor does not seek at this time, to strip or remove Hercules' liens from any assets. The counsel for the Debtor has further agreed to clarify on the record, if necessary, that Hercules' liens are not being released on any assets. In an abundance of caution, however, Hercules submits there is no basis in law or in fact to reduce the collateral pool securing Hercules' remaining unpaid claim after the partial payment to be made to Hercules on closing of the sale. Hercules states that the $1 million cushion can quickly evaporate based on the continuing accrual of interest on approximately $2.5 million, the allowance and amount of which is to be determined at a later date by the Court, and the expenses of litigation and possible appeals that could take years. A copy of the Objection is available at: http://bankrupt.com/misc/cacb16-24862-404.pdf Hercules is represented by: Jeffrey N. Pomerantz, Esq. Jeffrey W. Dulberg, Esq. PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Boulevard, 13th Floor Los Angeles, Ca 90067 Tel: (310) 277-6910 Fax: (310) 201-0760 E-mail: jpomerantz@pszjlaw.com jdulberg@pszjlaw.com -- and -- Stuart Komrower, Esq. Ryan T. Jareck, Esq. COLE SCHOTZ P.C. 25 Main Street Hackensack, NJ 07601 Tel: (201) 489-3000 Fax: (201) 678-6331 E-mail: skomrower@coleschotz.com rjareck@coleschotz.com 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. NAVISTAR INT'L: Fitch Raises Issuer Default Rating to B- -------------------------------------------------------- Fitch Ratings has upgraded the Issuer Default Ratings (IDR) for Navistar International Corporation (NAV), Navistar, Inc., and Navistar Financial Corporation (NFC) one notch to 'B-' from 'CCC' and removed the ratings from Rating Watch Positive. The rating action follows the implementation on Feb. 28, 2017 of NAV's strategic alliance with Volkswagen Truck & Bus GmbH (VW T&B) announced in September 2016. The Rating Outlook is Stable. A full list of rating actions for NAV and its subsidiaries is at the end of this release. KEY RATING DRIVERS The upgrade reflects improved prospects for NAV's financial performance due to its alliance with VW T&B. The alliance includes a $256 million cash investment by VW T&B in common shares newly issued by NAV equal to 16.6% of NAV's common shares on a pro forma basis. The alliance also involves collaboration on powertrain and other technologies and a procurement joint venture (JV) which should enhance NAV's cost structure and product development. Two representatives from VW T&B have been named to NAV's board of directors, and a joint alliance board will oversee coordination of the alliance. NAV estimates it will generate $200 million of annual synergies from the VW T&B alliance by the end of five years and $500 million cumulatively over the same period. Fitch expects the alliance will support an expansion of NAV's technological capabilities, potentially including engines sourced internally or from within the alliance for use in NAV trucks, a larger parts business, and opportunities to share technology and development costs for trucks, engines, and digital technology related to data and analytics. NAV could also have opportunities to expand its powertrain offerings beyond engines, and there could be a positive impact on customer confidence, which could help NAV recover market share. Fitch notes that some aspects of the alliance will become effective gradually, including the use of VW T&B powertrain components in NAV trucks beginning in 2019, cost savings from common sourcing, and product introductions associated with collaboration on technology. Fitch believes a more extensive alliance is possible over the long term depending on how the alliance develops. Negative free cash flow (FCF) continues to be a key rating concern. Fitch estimates FCF will be negative in 2017 due to low sales volumes and ongoing cash requirements for warranties, pension and working capital. High used-truck inventory of $410 million as of Oct. 31, 2016 has also contributed to negative FCF, although inventory declined in the last two quarters of 2016. Fitch believes there is a chance that FCF could be negative again in 2018 due to uncertainties about the timing of a market recovery and market share gains by NAV. FCF could be better than expected by Fitch if the heavy duty truck industry sees a strong recovery and NAV rebuilds market share and generates higher margins relatively quickly from ongoing restructuring and anticipated synergies with VW T&B. Fitch believes liquidity should be adequate into 2018 when considering $256 million of cash proceeds from VW T&B's investment and proceeds from $250 million of new notes issued in January 2017. NAV has estimated manufacturing cash balances will be approximately $800 million at the end of fiscal 2017, excluding proceeds from $250 million of debt issued in January 2017, unchanged from the end of fiscal 2016. Operating cash flow is seasonally negative in the first fiscal quarter 2017 (approximately negative $325 million in 1Q16 as calculated by Fitch), and the company plans to increase capital expenditures in 2017. There are material cash requirements for warranty cash spending in excess of expense, pension contributions and possible working capital requirements. As a result, the company remains sensitive to unexpected developments including an inability to regain market share or to realize anticipated synergies from the VW T&B alliance. NAV expects to contribute at least $110 million to its pension plans in 2017 and $135 million to $220 million annually from 2018 through 2020 compared to $100 million in 2016. The net pension obligation was $1.7 billion (57% funded) at Oct. 31, 2016. Debt maturities of $200 million are scheduled in October 2018 and $411 million in 2019 which would need to be refinanced in the absence of a return to positive FCF. In recent years, NAV has received funding from NFC including used-truck financing, but Fitch expects net funding from NFC in the form of loans and dividends will decline. Other rating concerns include high used-truck inventory, high leverage, and litigation risk. The company has achieved a gradual long-term improvement in core EBITDA margins due to significant cost reductions and NAV's strategy of focusing on its core product markets. Despite a 20% decline in revenue in 2016, NAV's EBITDA margin improved by 100bps to 4.8% in 2016 as measured by Fitch, largely due to restructuring and solid results in the parts business. Regular warranty costs remain below 3% of sales compared to a peak level above 7% several years ago, although NAV recognized $77 million of charges for pre-existing warranties in 2016. The cash impact will be spread out over future periods, and the warranty charge appears to be contained. NAV's use of third-party engines and emissions equipment reduces research and development costs, as well as warranty costs, but also limits margins. The company's market share of Class 8 trucks in the U.S. and Canada was 11% in 2016, down from 12% in 2015, and 20% or higher prior to 2012, and its share is behind the three other dominant commercial truck-makers. However, NAV has reported stronger order share recently in its traditional Class 6 - 8 truck and bus market and is in the midst of introducing several new products through the next two years which could strengthen its competitive position. The medium-duty market is more stable than the heavy-duty market, and NAV's share, while below historical levels, has held up better. At Oct. 31, 2016, debt/EBITDA was over 8x, reflecting low but improved earnings. Fitch does not include intercompany loans from Financial Services in manufacturing debt, and leverage would be higher when including these liabilities. NAV's use of intercompany funds from Financial Services includes loans and dividends. Fitch estimates the net amount of loans and dividends provided to NAV in 2016 was $115 million, including dividends from Financial Services of $220 million, offset by $105 million of net loan repayments. Loans include used-truck inventory financing utilized by NAV to facilitate new truck sales. Under Fitch criteria for rating non-financial corporates, Fitch calculates an appropriate debt/equity ratio of 3x at Financial Services based on asset quality as well as liquidity and funding that incorporate support from NAV in the form of funding. The calculated ratio assumes lower external funding than is typically reported by Financial Services, with the difference funded by NAV as an equity injection. Fitch assumes NAV would fund its equity injection through the use of excess cash or new debt which Fitch include in debt at the manufacturing business. This Fitch-calculated debt amount is higher than actual debt outstanding. Actual debt/equity at Financial Services as measured by Fitch, including intangible assets, was 3.9x as of Oct. 31, 2016. As a result, Fitch calculates a pro forma equity injection of approximately $100 million would be needed to reduce debt/equity to 3x at Financial Services. Litigation risks include a lawsuit by the U.S. Department of Justice which is seeking penalties of up to $291 million on behalf of the U.S. Environmental Protection Agency related to NAV's use of engines during 2010 that did not meet emissions standards. In the event of an adverse outcome, a large payment would exacerbate concerns about liquidity, although Fitch expects the timing of any payments could be delayed in a lengthy litigation process. Other litigation includes class action lawsuits concerning NAV's discontinued advanced EGR engines. The Recovery Rating (RR) of '1' for Navistar, Inc.'s senior secured term loan facility supports a rating of 'BB-', three levels above NAV's IDR, as Fitch expects the loan would recover more than 90% in a distressed scenario based on a strong collateral position. The 'RR4' for senior unsecured debt reflects average recovery prospects in a distressed scenario. The 'RR6' for senior subordinated convertible notes reflects a low priority position relative to NAV's other debt. NAVISTAR FINANCIAL CORPORATION Fitch believes NFC is core to NAV's overall franchise. Thus the IDR of the finance subsidiary is equalized with, and directly linked to that of its ultimate parent due to the close operating relationship and importance to NAV, as substantially all of NFC's business is connected to the financing of dealer inventory and trucks sold by NAV's dealers. The relationship is formally governed by the Master Intercompany Agreement, as well as a provision referenced under NFC's credit agreement requiring NAV or NIC to own 100% of NFC's equity at all times. NFC's operating performance and overall credit metrics are viewed by Fitch to be neutral to NAV's ratings. The company's performance has not changed materially compared to Fitch's expectations, but its financial profile remains tied to NAV's operating and financial performance. Total financing revenue decreased by 2% in FY2016, driven by a lower overall finance receivables balance and unfavorable foreign exchange movements in Mexico. The decline in revenue was partially offset by higher revenues from operating leases. The average finance receivables balance decreased to $1.3 billion in 2016, compared to $1.4 billion in the year-earlier period. Asset quality of the underlying receivables portfolio deteriorated slightly in 2016, largely due to the run-off of the retail portfolio. Charge-offs and provisioning have been relatively stable as NFC continues to focus on its wholesale portfolio, which historically has experienced lower loss rates compared to the retail portfolio. NFC's leverage remains relatively low compared to its captive finance peers, but rose slightly in 2016 due primarily to the upstreaming of $220 million in dividends to the parent in 2016, compared to $125 million in 2015. Balance sheet leverage, as measured by total debt/equity, was 3.9x as of Oct. 31, 2016, which compares to 3.3x in the prior year period. Fitch believes NFC's leverage is appropriate and stronger than other captive finance companies. NAV continues to use the strength of NFC's balance sheet to enhance liquidity at the parent company, including re-establishing dividends and intercompany borrowings between NAV and NFC. The 'B' rating assigned to the existing senior secured bank credit facility reflects Fitch's view that the addition of a 1.35x collateral coverage covenant in the amended bank credit facility agreement on May 27, 2016 is a credit positive for lenders. The addition of this covenant helps support the Recovery Rating of 'RR3' and mitigates Fitch's earlier concerns that NFC could securitize all its remaining unencumbered assets, leaving other senior secured lenders in a subordinate collateral position to the company's securitizations. KEY ASSUMPTIONS Fitch's key assumptions within the current rating case for NAV's manufacturing business, before considering the alliance with VW T&B, include: -- NAV's manufacturing revenue in 2017 declines by low single digits due to the industry downturn for heavy-duty trucks; -- Industry demand for heavy-duty trucks declines for all of 2017 but begins to recover later in the year and in 2018; -- New product introductions support NAV's market share which improves slightly in 2017 and could gain more traction in subsequent years; -- FCF remains negative in 2017 and possibly into 2018; -- EBITDA margins continue to improve; -- NAV refinances scheduled debt maturities in 2018 and 2019; -- Warranty cash costs exceed warranty expense; warranty expense, excluding adjustments to pre-existing warranties, remains below 3%. RATING SENSITIVITIES Navistar International Corporation Future developments that may, individually or collectively, lead to positive rating action include: -- Consistently higher EBITDA margins that lead to positive FCF and lower leverage; -- NAV's retail market share recovers to a level near 20% for combined Class 8 heavy and severe service trucks (11% in 2016) and 30% for medium-duty trucks (21% in 2016); -- Liquidity improves sufficiently to reduce outstanding debt. Future developments that may, individually or collectively, lead to a negative rating action include: -- Working capital or other cash requirements appear likely to exceed NAV's available liquidity; -- Manufacturing EBITDA margins as calculated by Fitch decline materially from 4.8% in 2016; -- FCF does not become positive on an LTM basis during 2018; -- There is a material adverse outcome from litigation. Navistar Financial Corporation NFC's ratings are expected to move in tandem with its parent. Therefore, positive rating momentum will be limited by Fitch's view of NIC's credit profile. However, negative rating actions could be driven by a change in the perceived relationship between NFC and its parent. Additionally, a change in profitability leading to operating losses, a material change in leverage, and/or deterioration in the company's liquidity profile could also yield negative rating actions. The rating on the senior secured bank credit facility is sensitive to changes in NFC's IDR, as well as the level of unencumbered balance sheet assets in a stress scenario, relative to outstanding debt. Fitch does not envision a scenario where NFC would be rated higher than the parent. LIQUIDITY Navistar International Corporation Liquidity at NAV's manufacturing business as of Oct. 31, 2016 included cash and marketable securities totaling $794 million (net of the Blue Diamond Parts joint venture cash and restricted cash). NAV had limited availability under a $175 million asset-backed lending (ABL) facility. NAV's cash was supplemented in early calendar 2017 by $250 million of incremental debt issuance and the $256 million equity investment by VW T&B. Liquidity was offset by current maturities of manufacturing long-term debt of $71 million. In addition to the ABL, NAV uses an Intercompany Used Truck Loan from NFC under which $135 million was outstanding. NAV had other outstanding intercompany loans totaling $68 million from Financial Services. Navistar Financial Corporation Fitch deems NFC's current liquidity as adequate given available resources and the company's continued ability to securitize originated assets, but notes that liquidity may become constrained if the parent materially increases its reliance on NFC to fund operations or if NFC is unable to refinance a sufficient amount of debt on economical terms. As of Oct. 31, 2016, NFC had $43 million of unrestricted cash and approximately $637 million of availability under its various borrowing facilities (subject to collateral requirements). Fitch views favorably NFC's ability to refinance a portion of its borrowing facilities and access the capital markets at reasonable terms, which should mitigate some potential near-term liquidity concerns. As of Oct. 31, 2016, debt at NAV's manufacturing business totaled $3.2 billion, including unamortized discount, and $1.8 billion at the Financial Services segment, the majority of which is at NFC. FULL LIST OF RATINGS The following ratings have been upgraded: Navistar International Corporation -- Long-Term Issuer Default Rating (IDR) to 'B-' from 'CCC'; -- Senior unsecured notes to 'B-/RR4' from 'CCC/RR4'; -- Senior subordinated notes to 'CCC/RR6' from 'CC/RR6'. Navistar, Inc. -- Long-Term IDR to 'B-' from 'CCC'; -- Senior secured term loan to 'BB-/RR1' from 'B/RR1'. Cook County, Illinois -- Recovery zone revenue facility bonds (Navistar International Corporation Project) series 2010 to 'B-' from 'CCC'. Illinois Finance Authority (IFA) -- Recovery zone revenue facility bonds (Navistar International Corporation Project) series 2010 to 'B-' from 'CCC'. Navistar Financial Corporation -- Long-Term IDR to 'B-' from 'CCC'; -- Senior secured bank credit facility to 'B/RR3' from 'B-/RR3'. The Rating Outlook Is Stable. NAVISTAR INTERNATIONAL: To Announce Q1 2017 Results on March 7 -------------------------------------------------------------- Navistar International Corporation will host a conference call and present via a live webcast its fiscal 2017 first quarter financial results on Tuesday, March 7, at approximately 9:00 a.m. Eastern (8:00 a.m. Central). Speakers on the webcast will include Troy Clarke, Chairman, president and chief executive officer and Walter Borst, executive vice president and chief financial officer, among other company leaders. Those who wish to participate in the conference call may do so by dialing: (877) 303-3199. Additionally, the webcast can be accessed through the investor relations page of the Company's Website at http://www.navistar.com/navistar/investors/webcasts.Investors are advised to log on to the website at least 15 minutes prior to the start of the webcast to allow sufficient time for downloading any necessary software. The webcast will be available for replay at the same address approximately three hours following its conclusion and will remain available for a limited time. About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The Company also provides truck and diesel engine parts and service. Another affiliate offers financing services. Navistar reported a net loss attributable to the Company of $97 million on $8.11 billion of net sales and revenues for the year ended Oct. 31, 2016, compared with a net loss attributable to the Company of $184 million on $10.14 billion of net sales and revenues for the year ended Oct. 31, 2015. As of Oct. 31, 2016, Navistar had $5.65 billion in total assets, $10.94 billion in total liabilities and a total stockholders' deficit of $5.29 billion. * * * In September 2016, S&P Global Ratings placed its ratings, including the 'CCC+' corporate credit ratings, on Navistar International Corp. and its subsidiary Navistar Financial Corp. on CreditWatch with positive implications. S&P's CreditWatch action follows Navistar's announcement that it has formed a strategic alliance with Volkswagen Truck & Bus, which includes a proposed equity investment in Navistar by Volkswagen Truck & Bus, as well as technology and proposed framework agreements for strategic technology and supply collaboration, and a procurement joint venture. As part of the alliance, Volkswagen Truck & Bus plans to acquire 16.2 million newly issued shares in Navistar, and Navistar expects to receive $256 million from the equity investment, which the company intends to use for general corporate purposes. Navistar carries as 'B3 'Corporate Family Rating (CFR) and stable outlook from Moody's. Moody's said in January 2017 that Navistar's ratings reflects the continuing challenges the company faces in re-establishing its competitive position and profitability in the North American medium and heavy truck markets. Navistar carries a 'CCC' Issuer Default Ratings from Fitch Ratings. Fitch said in January 2017 that the ratings for NAV, Navistar, Inc., and NFC remain on Rating Watch Positive pending completion of a strategic alliance between NAV and Volkswagen Truck & Bus GmbH (VW T&B). The Positive Rating Watch reflects Fitch's expectation that under terms contemplated for the alliance, NAV would realize cost synergies, improved liquidity, and strategic opportunities over the next several years that would support its competitiveness and operating performance. NEW PLAN: Fitch Cuts 2011A/B Rev. Bonds Rating to B+; Outlook Neg ----------------------------------------------------------------- Fitch Ratings has downgraded the following revenue bonds issued by the Industrial Development Authority of the County of Pima on behalf of the New Plan Learning, Inc. (NPL) Project to 'B+' from 'BB-': -- $32,575,000 educational facilities revenue bonds series 2011A; -- $330,000 educational facilities revenue bonds, taxable series 2011B. The Rating Outlook is Stable. SECURITY The bonds are secured by the gross revenues of NPL and primarily comprise lease payments from four participant charter schools located in Illinois and Ohio. The source of repayment is a several, not joint, obligation of the four bond schools. Lease payments are sized to exceed each schools' allocated portion of debt service and to meet 120% of maximum annual debt service (MADS). A mortgage is provided on each participant's school facility. KEY RATING DRIVERS FINANCIAL PERFORMANCE DRIVES DOWNGRADE: The rating change primarily reflects weakened operating results at the four charter school participants. Additionally, funding for the largest charter school participant comes from the Chicago Public Schools (CPS; revenue bonds rated 'B+'/Outlook Negative) and indirectly from the state of Illinois ('BBB'/Negative Watch), both of which are under financial stress. WEAK FINANCIAL PROFILES: The 'B+' rating for NPL's series 2011 bonds reflects the mostly speculative-grade credit profiles of the participant schools, including uneven operating performance, extremely weak balance sheet cushions, high debt burdens, and slim debt service coverage. The three Ohio schools frequently rely on management fee reductions to balance operations. STRUCTURE PROVIDES COVERAGE CUSHION: The transaction's required reserves and participant annual lease payments, which are allocated in excess of debt service, as well as access to other available funds of NPL, provide incremental credit strength to augment what Fitch considers weak credit profiles among the four participants. Each school's standalone credit metrics reflect varying but speculative-grade credit characteristics. MIXED ENROLLMENT TRENDS: Enrollment trends vary at the four participant schools, with the 2016 - 2017 enrollments pressured at the three Ohio schools. CMSA enrollment is stable with strong student demand, but its enrollment is presently capped. Also, academic results for the three Ohio schools for the 2015/2016 academic year remain in transition as Ohio school tests transition to Common Core. Academic results and student demand for CMSA remain very strong. RATING SENSITIVITIES ENROLLMENT AND OPERATING STABILITY: Due to New Plan Learning, Inc.'s reliance on student-driven per pupil funding to support operations and meet debt service obligations, the rating is highly sensitive to each of the four pledged school's ability to maintain relatively stable enrollment, generate operating surpluses with minimal management company subsidy, and gradually grow reserves. UNCERTAINTY In ILLINOIS: A reduction or material delay in the funding for the largest charter school participant - Chicago Math and Science Academy - from either the state of Illinois or Chicago Public Schools (the authorizer) could negatively impact the rating for the entire transaction. That has not happened to date. STANDARD SECTOR CONCERNS: A limited financial cushion, substantial reliance on enrollment-driven, per-pupil funding, and charter renewal risk are credit concerns common among all charter school transactions, which if pressured, could negatively impact the rating. CREDIT PROFILE NPL was formed in 2005 by Concept to provide facilities for charter schools. NPL is a separate organization, with its own governing board. Concept continues to manage the four schools; its management practices have historically driven strong academic outcomes and fiscal oversight at these and its other charter schools. The four bond schools together currently enroll about 1,871 students in grades K-12. The participant schools include: Chicago Math and Science Academy (CMSA), located in Chicago, IL; Horizon Science Academy (HSA) Dayton, located in Dayton, OH; and HSA Springfield and HSA Toledo, both located in Toledo, OH. NPL leases charter school facilities to the participants, for which it receives lease rental payments from each school on a 'several' (not joint) basis. Each payment is structured so that the combined NPL payments cover debt service by 1.2x. Fitch inquired about each school's charter status with its respective authorizer and gained comfort that each of the schools is generally viewed favorably by their respective authorizers and is in compliance with the terms of their charters. HSA Springfield currently has a two-year renewal, which Fitch views negatively; most OH renewals have been for five years. The authorizer previously reported that the shorter two-year charter term had more to do with a new Ohio charter law that requires more authorizer oversight than on HSA Springfield's operating or academic fundamentals. The current charter expiration dates for the four participants are as follows: CMSA and HSA Toledo are June 2019; HSA Springfield is June 2018; HSA Dayton is June 2020. EXTERNAL INVESTIGATION Concept is still subject to a federal investigation into alleged misuse of federal grant funds related to technology. Concept advised that it is cooperating fully with this investigation and responding to all federal subpoenas or information requests. Concept management advised that the timing of any outcome is currently uncertain, but that they believe there is no merit to the investigation. Management reports no status change since Fitch's last review, and minimal federal contact regarding the investigation in the last two years. LIMITED FINANCIAL PROFILE The financial performance of each individual participating charter school determines the credit strength of the transaction to meet its lease payments, and, therefore, its debt service obligations. Overall debt service coverage was achieved for fiscal 2016 by NPL from school lease payments, and was 1.6x on a consolidated basis as calculated per the bond covenants. At the school levels, all schools covered their respective lease payments to NPL at or slightly above 1x from fiscal 2016 net income. For the three Ohio schools, performance was essentially break-even on a GAAP basis in fiscal 2016. These schools receive varying support from the charter management company in the form of forgiveness of part of their respective management fees. Without that donation, their operations are notably weaker. CMSA's authorizer, CPS, has been under significant financial stress. CMSA reports that it has received its per pupil funding on time to date in both fiscal 2016 and 2017, although there have been some funding reductions. For more information on CPS, see "Fitch Rates $426MM Chicago Board of Ed (IL) ULTGs 'B+'; Outlook Negative" dated Nov. 7, 2016. The schools' balance sheet resources remain extremely weak and support the lower rating. Available funds (AF, defined by Fitch as cash and investments not restricted) at the four schools ranged from a high of $1.1 million at CMSA as of June 30, 2016, to a low of about $35,000 at HSA Dayton. The AF levels in the three Ohio schools provide virtually no coverage of operating expenses and outstanding debt, which Fitch considers a speculative-grade credit characteristic. AF ratios for CMSA were slightly stronger at 16% of fiscal 2016 expenses and 9% of its proportion of debt, percentages similar to fiscal 2015. CMSA had about $1.0 million of reserves at that time. Of the approximately $32.7 million of outstanding series 2011 bonds, the share allotted to each school is approximately: 38.7% to CMSA, 22.2% to HSA Dayton, 20.7% to HSA Toledo, and 18.4% to HSA Springfield. HIGH DEBT BURDENS Further limiting the rating are the schools' high debt burdens, which is typical of the charter school sector. Pro forma MADS on the series 2011 bonds is approximately $3.2 million, with a mostly level amortization schedule through final maturity in 2041. The schools' annual debt burdens are all high, measured as maximum lease payment as a percent of operating revenue, ranged from 10.7% for HSA Toledo to 20% for HSA Dayton (the latter is partly mitigated as the high school shares a facility with an elementary school). Management reports no new debt plans for the four schools at this time, which Fitch views as prudent given the lack of additional debt capacity. ADDITIONAL BOND PROVISIONS Bond provisions for NPL include multiple reserves providing an excess cushion and a required NPL debt service coverage ratio of 1.2x. Bondholders also have a security interest in NPL's gross revenue fund in which the indenture requires NPL maintain no less than 12% of aggregate corporate revenues (the definition for which includes rents from non-financed schools). Other reserves held by the trustee and available to cover debt service include a bond revenue fund ($500,000) and a cash-funded debt service reserve funded at MADS. A capital and maintenance operating fund is currently being replenished to its original size of $1 million (the balance was $999,918 in January 2017). All of the reserve balances are tested quarterly. Diminishing balances at the bond revenue fund, coupled with insufficient balances at the NPL gross revenue fund, could result in a negative rating action. Replenishment of the various reserves is subject to excess funds received from participant lease payments and would only occur after satisfying debt service. NEWS PUBLISHING: Unsecureds to Recoup 8% Under Liquidation Plan --------------------------------------------------------------- News Publishing Company filed with the U.S. Bankruptcy Court for the Northern District of Georgia a modified disclosure statement in support of its chapter 11 plan of liquidation, dated Feb. 23, 2017, which provides for the dissolution and winding-up of the Debtor's affairs and the discharge and termination of all Interests in the Debtor as against the Debtor. Under the liquidation plan, Class 2 consists of the general unsecured claims amounting to $10,000,000. On the Final Distribution Date, each Holder of an Allowed Class 2 General Unsecured Claim will receive Cash equal to the product of the Face Amount of its Allowed Class 2 General Unsecured Claim multiplied by the Distribution Percentage. No Holder of an Allowed Class 2 General Unsecured Claim will be entitled to receive post-petition interest on the Face Amount of its Allowed Claim. Estimated recovery for general unsecured claimants is 8%. The estimated recovery for general unsecured creditors in the previous plan was unknown. Upon confirmation, the Debtor will be charged with administration of the Case. The Debtor will be authorized and empowered to take such actions as are required to effectuate the Plan, including the prosecution and enforcement of Causes of Action. A full-text copy of the Modified Disclosure Statement is available at: http://bankrupt.com/misc/ganb13-40002-370.pdf Headquartered in Rome, Georgia, News Publishing Company filed for chapter 11 protection (Bankr. N.D. Ga. Case No.13-40002) on Jan. 1, 2013, with estimated assets and liabilities of $1,000,001 to $10,000,000. The petition was signed by Burgett H. Mooney, III, president. NORTEL NETWORKS: 2 Hedge Funds Want Delaware Trust's Fees Reduced ----------------------------------------------------------------- Matt Chiappardi, writing for Bankruptcy Law360, reports PointState Capital LP and Solus Alternative Asset Management LP, hedge funds that held senior notes issued by a Nortel Networks Inc. unit, asked the U.S. Bankruptcy Court for the District of Delaware to cut their indenture trustee Delaware Trust Co.'s roughly $8 million attorney fee request in half. The two hedge funds, according to Law360, claimed that Delaware Trust didn't properly discharge its duties. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., and Howard S. Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serve as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. An ad hoc group of bondholders also was organized. An Official Committee of Retired Employees and the Official Committee of Long-Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. The trial on how to divide proceeds among creditors in the U.S., Canada, and Europe commenced on Sept. 22, 2014. The question of how to divide $7.3 billion raised in the international bankruptcy of Nortel Networks Corp. was answered on May 12, 2015, by two judges, one in the U.S. and one in Canada. Justice Frank Newbould of the Ontario Superior Court of Justice in Toronto and Judge Kevin Gross of the U.S. Bankruptcy Court in Wilmington, Delaware, agreed on the outcome: a modified pro rata split of the money. On Jan. 24, 2017, both the Canadian and Delaware courts confirmed the Debtors' liquidation plan. NORTHWEST TERRITORIAL: Trustee Taps James G. Murphy as Auctioneer ----------------------------------------------------------------- The Chapter 11 trustee for Northwest Territorial Mint LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to hire an auctioneer. Mark Calvert, the bankruptcy trustee, proposes to hire James G. Murphy Inc. to assist in the appraisal and potential liquidation of the Debtor's excess equipment. The firm will be compensated for its appraisal services in the amount of $2,500. Should an auction be conducted, Murphy will be paid in accordance with bid terms to be established by later application by the trustee. Murphy does not hold or represent any interest adverse to the Debtor's bankruptcy estate, according to court filings. The firm can be reached through: James G. Murphy Inc. P.O. Box 82160 18226 68th Ave. N.E. Kenmore, WA 98028 Phone: (425) 486-1246 Toll Free: 1-800-426-3008 Fax: (425) 483-8247 Email: webinfo@murphyauction.com About Northwest Territorial Northwest Territorial Mint LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 16-11767) on April 1, 2016. The petition was signed by Ross B. Hansen, member. The case is assigned to Judge Christopher M. Alston. The Debtor is represented by J. Todd Tracy, Esq., at The Tracy Law Group PLLC. The Debtor estimated both assets and liabilities in the range of $10 million to $50 million. NRAD MEDICAL: Latest Exit Plan to Pay Unsecured Creditors in Full ----------------------------------------------------------------- Unsecured creditors of NRAD Medical Associates, P.C., will receive full payment of their claims under the company's proposed plan to exit Chapter 11 protection. The restructuring plan proposes to pay Class 5 general unsecured claims in full from available cash and from the liquidation of its other assets. NRAD believes the total amount of Class 5 claims is approximately $6.7 million. Beginning on the last business day of the first full quarter following confirmation of the plan, general unsecured creditors will receive quarterly distributions of their pro rata share of 40% of the available cash. After payment in full of general unsecured claims, NRAD will use 75% of its available cash to pay shareholder claims until June 1, 2025. The primary sources of the available cash are profits NRAD intends to earn from its ownership of Blue Dot Holdings LLC, a wholly- owned subsidiary, and recoveries from the life insurance policies it holds on certain of its former and current shareholders, according to the company's disclosure statement filed on Feb. 23 with the U.S. Bankruptcy Court for the Eastern District of New York. A full-text copy of the disclosure statement is available for free at: https://is.gd/v7qn4J About NRAD Medical Associates NRAD Medical Associates, P.C., operated a regional radiology imaging medical practice and a regional radiation therapy practice with 16 locations throughout Long Island and Queens, New York. In June 2015, NRAD sold most of the assets utilized in the imaging practice assets in June 2015 to Meridian Imaging Group, LLC. In addition, NRAD and certain multi-specialty practitioners (e.g. gynecologists, internists, surgeons) were parties to agreements pursuant to which MSPs were employed by NRAD, certain assets require acquired and certain obligations were assumed. NRAD Medical sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 15-72898) in Central Islip, New York, on July 7, 2015. The case is assigned to Judge Louis A. Scarcella. The Debtor estimated assets and liabilities of $10 million to $50 million. The Debtor is represented by Anthony C Acampora, Esq., at Silverman Acampora LLP, in Jericho, New York. * * * On Aug. 13, 2015, the U.S. Trustee appointed David Kaplan, M.D., Henry Schein, Julian Safir, M.D., Nuclear Diagnostic Products and 415 Northern Blvd. Realty to the Official Committee of Unsecured Creditors. The Committee tapped Farrell Fritz, P.C. as counsel. On Sept. 10, 2015, the Court approved the sale of substantially all of the assets of the Debtor's RT Practice to St. Francis Hospital, Roslyn, NY, or its designee, free and clear of all liens, and claims. On Sept. 24, 2015, the Court entered an order approving the RT Sale. On Oct. 14, 2015, the Debtor filed its notice of closing and effective date with respect to the RT sale. OLD DOMINION: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Old Dominion Holdings, Inc. 1990 N. California Blvd., 8th Fl. Walnut Creek, CA 94596 Case No.: 17-40590 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: March 1, 2017 Court: United States Bankruptcy Court Northern District of California (Oakland) Judge: Hon. Roger L. Efremsky Debtor's Counsel: R. Kenneth Bauer, Esq. LAW OFFICES OF R. KENNETH BAUER 500 Ygnacio Valley Rd. #328 Walnut Creek, CA 94596 Tel: (925) 945-7945 E-mail: rkbauerlaw@gmail.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Kevin Senn, 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/canb17-40590.pdf OMINTO INC: Files Pro Forma Statements for Lani Pixels Deal ----------------------------------------------------------- This Amendment No. 1 to the Current Report on Form 8-K is being filed by Ominto, Inc., for the purpose of amending that certain Current Report on Form 8-K originally filed by Ominto with the U.S. Securities and Exchange Commission on Dec. 13, 2016 in connection with the purchase of shares of Lani Pixels A/S. This Amendment is being filed to provide pro forma statements of operations required by Items 9.01(a) and (b) of Form 8-K, which were not previously filed with the Initial Form 8-K as permitted by the rules of the SEC On Dec. 13, 2016, Ominto, Inc., filed a Current Report on Form 8-K with the Securities and Exchange Commission reporting that on Dec. 13, 2016, Ominto entered into: (i) a share exchange agreement to purchase 20.0% of the outstanding shares of common stock of Lani Pixels from Lani Pixels in exchange for 1,285,714 shares of Ominto's common stock; and (ii) a share exchange agreement to purchase 20.0% of the outstanding shares of common stock of Lani Pixels from Kim Pagel for $500,000 in cash and the issuance of 1,142,857 shares of Ominto's common stock. In its Quarterly Report on Form 10-Q filed Feb. 14, 2017, Ominto disclosed that on Dec. 13, 2016, Ominto also entered into a share purchase agreement with a 10% shareholder of Lani Pixels who is also a shareholder of Ominto, Paseco ApS to purchase an additional .02% of the issued and outstanding shares of Lani Pixels in exchange for a $4,000 promissory note that matures on Feb. 28, 2017. In addition, Ominto signed a voting rights agreement with Paseco on Dec. 13, 2016 granting Ominto the irrevocable right to vote Paseco's shares in Ominto's favor. Additionally, Ominto holds a majority of the seats on the Board of Directors of Lani Pixels. A full-text copy of the regulatory filing is available at: https://is.gd/j0SHxC About Ominto Ominto, Inc., was incorporated under the laws of the State of Nevada on June 4, 1999, as Clamshell Enterprises, Inc., which name was changed to MediaNet Group Technologies, Inc. in May 2003, then to DubLi, Inc. on Sept. 25, 2012, and finally to Ominto, Inc. as of July 1, 2015. The DubLi Network was merged into the Company, as its primary business in October 2009. Ominto reported a net loss of $10.30 million on $17.69 million of revenues for the year ended Sept. 30, 2016, compared to a net loss of $11.69 million on $21.28 million of revenues for the year ended Sept. 30, 2015. OPTIMA SPECIALTY: Has Court's Final Nod to Obtain DIP Financing --------------------------------------------------------------- The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware entered on Feb. 28, 2017, a final order authorizing Optima Specialty Steel, Inc., to obtain postpetition secured financing and use of cash collateral. A copy of the court order is available at: http://bankrupt.com/misc/deb16-12789-366.pdf Vince Sullivan, writing for Bankruptcy Law360, reports that the Debtor told Judge Carey on Feb. 28 that it has resolved the objections of unsecured creditors to its proposed $212 million post-petition financing package. Law360 relates that Maria J. DiConza, Esq., at Greenberg Traurig LLP, the attorney for the Debtor, told Judge Carey that the Debtor had reached an accord with the official committee of unsecured creditors on Feb. 27. The DIP obligations will mature and be due and payable on the earliest to occur of Oct. 31, 2017. Failure of the Debtors to comply with any of these milestones will constitute a termination event: a. on or before July 14, 2017, the Debtors will file a Chapter 11 plan of reorganization, which plan will provide for payment in full in cash of the DIP obligations, and related disclosure statement; b. on or before Aug. 28, 2017, a court order will be entered approving the disclosure statement for the Debtors' plan; c. on or before Oct. 6, 2017, a court order will be entered confirming the Debtors' plan; and d. on or before Oct. 27, 2017, the Debtors' plan will be substantially consummated and the effective date will have occurred. About Optima Specialty Steel Optima Specialty Steel, Inc., and its affiliates filed separate Chapter 11 bankruptcy petitions on Dec. 15, 2016: Optima Specialty Steel, Inc. (Bankr. D. Del. 16-12789); Niagara LaSalle Corporation (Bankr. D. Del. 16-12790); The Corey Steel Company (Bankr. D. Del. 16-12791); KES Acquisition Company (Bankr. D. Del. 16-12792); and Michigan Seamless Tube LLC (Bankr. D. Del. 16-12793). The petitions were signed by Mordechai Korf, chief executive officer. At the time of filing, the Debtor had assets and liabilities estimated at $100 million to $500 million each. Optima Specialty Steel and its affiliates are independent manufacturers of specialty steel products. Their manufacturing facilities are located in the United States, and each of the companies' operating units have operated in the steel industry for more than 50 years. At the time of the bankruptcy filing, the Debtors collectively employ more than 900 people. The Debtors engaged Greenberg Traurig, LLP, Wilmington, DE, as counsel. The Debtors tapped Ernst & Young LLP as their accountant. No request has been made for the appointment of a trustee or examiner. On Jan. 4, 2017, the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors. The committee hired Squire Patton Boggs (US) LLP as its lead counsel and Whiteford, Taylor & Preston LLC as its local Delaware counsel. OSAGE MASONRY: Taps Evans & Mullinix as Legal Ccounsel ------------------------------------------------------ Osage Masonry Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to hire legal counsel. The Debtor proposes to hire Evans & Mullinix, P.A. to give advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. The hourly rates charged by the firm are: Colin N. Gotham $325 Richard C. Wallace $325 Thomas M. Mullinix $325 Joanne B. Stutz $325 Paralegals $100 Colin Gotham, Esq., disclosed in a court filing that the firm does not represent any interest adverse to the Debtor or its bankruptcy estate, and that it is "disinterested" as defined in section 101(14) of the Bankruptcy Code. Evans & Mullinix can be reached through: Colin N. Gotham, Esq. Evans & Mullinix, P.A. 7225 Renner Road, Suite 200 Shawnee, KS 66217 Phone: (913) 962-8700 Fax: (913) 962-8701 Email: cgotham@emlawkc.com About Osage Masonry Holdings Osage Masonry Holdings, LLC, a masonry company based in Parkville, Missouri, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 17-50080) on February 28, 2017. At the time of the filing, the Debtor estimated assets of less than $100,000 and liabilities of less than $1 million. PARETEUM CORP: Amends Certificate of Incorporation -------------------------------------------------- On Feb. 23, 2017, Pareteum Corporation filed a certificate of amendment to the Company's certificate of incorporation, effective after the market closed on Feb. 24, 2017 (the "Effective Date"), with the Secretary of State of the State of Delaware in order to effect the previously announced 1-for-25 reverse stock split. Pursuant to the Reverse Split, every 25 shares of the Company's issued and outstanding common stock have been converted into one share of common stock. The Reverse Split took effect at 4:01 p.m., Eastern Time, on the Effective Date, and the common stock will start trading on a split-adjusted basis when the market opens on Feb. 27, 2017. No fractional shares will be issued if, as a result of the Reverse Split, a stockholder would otherwise have been entitled to a fractional share. Instead, each stockholder will be entitled to receive a cash payment which will be based upon the volume weighted average price for the five (5) days preceding the Effective Date. The Company's shares of common stock will continue to trade on the New York Stock Exchange under the symbol "TEUM" but will trade under a new CUSIP of 69946T 207. Continental Stock Transfer & Trust Company, LLC, the Company's transfer agent, will act as the exchange agent for the Reverse Split. A full-text copy of the Form 8-K regulatory filing is available at: https://is.gd/qqppLD About Pareteum Corp New York-based Pareteum Corporation (NYSEMKT: TEUM), formerly known as Elephant Talk Communications, Inc. -- http://www.pareteum.com/ -- is an international provider of business software and services to the telecommunications and financial services industry. Elephant Talk reported a net loss of $5.00 million on $31.0 million of revenues for the year ended Dec. 31, 2015, compared to a net loss of $21.9 million on $20.4 million of revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Pareteum had $15.26 million in total assets, $21.66 million in total liabilities and a total stockholders' deficit of $6.40 million. Squar Milner, LLP, formerly Squar Milner, Peterson, Miranda & Williamson, LLP, in Los Angeles, 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, has an accumulated deficit of $256 million and has negative working capital. This raises substantial doubt about the Company's ability to continue as a going concern, the auditors said. PCI MANUFACTURING: Trihub Buying Sulphur Springs Property for $2.2M ------------------------------------------------------------------- PCI Manufacturing, LLC, asks the U.S. Bankruptcy Court for the Eastern District of Texas to authorize the short sale of real property located at 200 CMH Drive, Sulphur Springs, Texas, to Trihub, LLC and/or their assigns for $2,150,000, subject to higher and better offers. The Debtor owns Real Property which includes approximately 68,000 square feet in two buildings on approximately 10 acres of land. These parties assert security interests and/or liens upon the Real Property: (i) Hopkins County Tax Office, (ii) Sulphur Springs ISD, (iii) Texas Heritage National Bank, (iv) Steel & Pipe Supply Inc., (v) Univar USA Inc., and (vi) Quality Trailer Products ("Secured Creditors"). There is no equity in the Real Property above the amount of the Secured Creditors' liens. The Debtor has received an offer from the Purchaser and/or their assigns to purchase the Real Property for $2,150,000. The offer will result in a "short sale" since there will be insufficient sale proceeds to pay-off all of the Secured Creditors following the payment of property taxes and other normal closing costs. The Debtor asks authority to sell the Real Property to the Buyer for $2,150,000. From the gross proceeds, and prior to making payment to the respective Secured Creditors, the Debtor will pay: (i) applicable real estate agent commissions; (ii) closing costs; iii) the ad valorem property taxes associated with the Real Property; (iv) U.S. Trustee Quarterly Fees and bank fees associated with the sale; and (v) the attorney's fees incurred by the Debtor's counsel associated with the sale and conveyance of title to the Buyer ("Costs of Sale"). Under the terms sale set forth in the contract, the realtor, Lee & Associates has agreed to reduce its compensation from a previously approved commission of 6% of the first $2,000,000 of the sale price and 4.5% of the sale price exceeding $2,000,000 to a flat 4.5% of the full sale price. The Debtor has prepared a Reserve Value Calculation of the estimated Costs of Sale and payoff to Texas Heritage National Bank. The salient terms of the Contract are: a. Property to be Sold: Real Property b. Purchaser: Trihub, LLC and/or its assigns c. Purchase Price: $2,150,000 d. Terms: Cash to Seller e. Release of Liens: Sale free and clear of all liens and encumbrances. A copy of the Sale Contract attached to the Motion is available for free at: http://bankrupt.com/misc/PCI_Manufacturing_56_Sales.pdf Liens that secure amounts owed for year 2017 ad valorem property taxes, including any penalties and interest that may accrue, will remain attached to the Real Property and become the responsibility of the Buyer. Any party interested in purchasing the Real Property should contact the counsel for the Debtor, object to the Motion and appear at any hearing on the Motion and offer an amount in excess of the proposed purchase price. Due to exigent circumstances relating to the need to close the sale so as to stop the accrual of property taxes, the Debtor asks that any order approving the Motion exclude the 14-day day stay provided in Rule 6004(h) of the Federal Rules of Bankruptcy Procedure. The Debtor asks the Court to approve the sale of the Real Property to the Buyer, and grant such other and further relief to which it is justly entitled. The Purchaser: TRIHUB, LLC P.O. Box 431 Robstown, TX 78380 Telephone: (361) 387-7505 Facsimile: (361) 387-4613 The Purchaser is represented by: Wilson Calhoun, Esq. 719 S. Shoreline Blvd., Suite 304 Corpus Christi, TX 78401 Telephone: (361) 882-3300 Facsimile: (361) 888-5404 E-mail: wilson@wcalhoun.com About PCI Manufacturing PCI Manufacturing, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-41888) on Oct. 18, 2016. The petition was signed by Miles J. Arnold, president. The case is assigned to Judge Brenda T. Rhoades. At the time of the filing, the Debtor estimated its assets and liabilities at $1 million to $10 million. PENN TREATY: Commonwealth Court Approves Liquidation Petitions -------------------------------------------------------------- Insurance Commissioner Teresa Miller on March 1, 2017, announced the Commonwealth Court approval of petitions to liquidate Penn Treaty Network America Insurance Company and American Network Insurance Company, with policyholder claims to be paid through the state guaranty association system, subject to statutory limits and conditions. "After a long and difficult eight-year legal process, the Court's decision to approve the liquidation recognizes the companies' financial difficulties are too great to be remedied, and that consumers are best protected through the state guaranty association system," Commissioner Miller said. Commissioner Miller said the two companies have approximately 76,000 policyholders nationwide, with 9,000 residing in Pennsylvania. More than 98 percent of Penn Treaty and American Network's policies are long term care insurance. Over the past several years, long term care insurance has posed significant challenges to insurers on a national level. The pricing of these policies for many insurance companies has proved to be insufficient as a result of claims greatly exceeding expectations and low investment returns. Claims have exceeded expectations due to incorrect assumptions concerning the number of policyholders who would drop their coverage and the number of policyholders who would utilize their policy benefits, as well as the cost of providing those benefits. The pricing deficiencies and resulting financial losses have resulted in many long term care insurers seeking large premium rate increases and some leaving the market. In the case of Penn Treaty and American Network, the Pennsylvania Insurance Department determined that the magnitude of additional premium rate increases needed to remedy the companies' financial difficulties (exceeding 300% on average) would severely harm policyholders and would not be permitted by state regulators, leaving no alternative other than to place the companies into liquidation. "Policyholder claims will continue to be covered by the state guaranty association system pursuant to law, and policy claims will be paid subject to the applicable state guaranty association coverage limit and conditions. Policyholders should continue to file claims as they have been in the past, and must continue to pay their premiums in order to be eligible for guaranty association coverage," Commissioner Miller said. "State guaranty associations were created to protect state residents who are policyholders of an insolvent company that has gone out of business. In each state, other insurance companies licensed in that state pay into a guaranty fund, and that money is used to cover claims when a company becomes insolvent and is liquidated." Under Pennsylvania law, claims of policyholders residing in Pennsylvania are paid up to the maximum amount provided for by the policy, subject to the guaranty association cap of $300,000. The liquidator and the court will determine whether any payments for claims above the cap can be made from the companies' remaining assets to any policyholders who may have claims in excess of the cap. Actuarial models show about 50 percent of policyholders are expected to have claims in excess of what will be paid by the guaranty association covering their policies. Guaranty associations may seek to increase premiums. Any guaranty association rate increase will be subject to approvals required by law which, depending on the state, may include a review process similar to rate requests filed by long term care insurers with state insurance regulators. Policyholders should continue making premium payments to the following address: Penn Treaty, P.O. Box 70257, Philadelphia, PA 19176-0257. Claim submissions should continue to be sent to: Penn Treaty, P.O. Box 7066, Allentown, PA 18105-7066. Policyholders with questions about policies, claims, or related to liquidation should call Policyholder Services at 1-800-362-0700. Consumers can also contact the Insurance Department Bureau of Consumer Services at www.insurance.pa.gov, or 1-877-881-6388. About Penn Treaty American Penn Treaty American Corporation -- https://www.penntreaty.com/ -- through its wholly owned direct and indirect subsidiaries, Penn Treaty Network America Insurance Company, American Network Insurance Company, American Independent Network Insurance Company of New York, Network Insurance Senior Health Division and Senior Financial Consultants Company, is engaged in the underwriting, marketing and sale of individual and group accident and health insurance products, principally covering long term nursing home and home health care. On Oct. 2, 2009, the Insurance Commissioner of the Commonwealth of Pennsylvania filed in the Commonwealth Court of Pennsylvania Petitions for Liquidation for PTNA and American Network Insurance Company. PTNA is a direct insurance company subsidiary of Penn Treaty American Corporation, and ANIC is a subsidiary of PTNA. PERFORMANCE SPORTS: Sagard, Fairfax Complete Acquisition of Assets ------------------------------------------------------------------ Sagard Capital Partners, L.P. and certain of its affiliates (collectively, "Sagard Capital") on March 1 disclosed that 9938982 Canada Inc. (the "Purchaser"), an acquisition vehicle co-owned by Sagard Capital and Fairfax Financial Holdings Limited ("Fairfax Financial"), has completed the purchase of substantially all the assets of Performance Sports Group Ltd. (the "Issuer") and its North American subsidiaries (the "Debtors"), including its European and global operations, for a base purchase price of U.S. $575 million in aggregate, subject to certain adjustments, and the assumption of related operating liabilities (the "Acquisition"). The Acquisition was the culmination of the process commenced by the Debtors who, in order to facilitate the Acquisition, filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the District of Delaware and filed an application for the issuance of an initial order under the Companies' Creditors Arrangement Act before the Ontario Superior Court of Justice. The bid made by the Purchaser served as the "stalking horse" bid for purposes of the process and was ultimately determined to be the successful bid in accordance with the related court approved bidding procedures. The courts approved the Acquisition and associated reorganization transactions pursuant to orders dated February 6, 2017 and supplemented on February 10, 2017. The Issuer's head office is located at 100 Domain Drive, Exeter, New Hampshire, U.S.A., 03833. About Performance Sports Exeter, N.H.-based Performance Sports Group Ltd. (NYSE: PSG)(TSX:PSG) -- http://www.PerformanceSportsGroup.com/-- is a developer and manufacturer of ice hockey, roller hockey, lacrosse, baseball and softball sports equipment, as well as related apparel and soccer apparel. Its products are marketed under the BAUER, MISSION, MAVERIK, CASCADE, INARIA, COMBAT and EASTON brand names and are distributed by sales representatives and independent distributors throughout the world. In addition, the Company distributes its hockey products through its Burlington, Massachusetts and Bloomington, Minnesota Own The Moment Hockey Experience retail stores. On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its affiliates have filed voluntary petitions under Chapter 11 of the Bankruptcy Code in the District of Delaware and commenced proceedings under the Companies' Creditors Arrangement Act in the Ontario Superior Court of Justice. The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.; Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.; BPS Diamond Sports Inc.; and PSG Innovation Inc. The Canadian Debtors are: Performance Sports Group Ltd.; KBAU Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton Baseball /Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.; BPS Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer Performance Sports Uniforms Corp.; and Performance Lacrosse Group Corp. Ernst & Young Inc., serves as monitor to the Company in the Canadian Proceedings. The Debtors have hired Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel; Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as investment banker to the special committee; Alvarez & Marsal North America, LLC, as restructuring advisor; Joele Frank, Wilkinson, Brimmer, Katcher as communications & relations advisor; KPMG LLP as auditors; Ernst & Young LLP as CCAA monitor; and Prime Clerk LLC as notice, claims, solicitation and balloting agent. Andrew R. Vara, Acting U.S. Trustee for Region 3, has appointed three creditors of BPS US Holdings, Inc., parent of Performance Sports, to serve on the official committee of unsecured creditors. The Creditors' Committee retained by Blank Rome LLP as counsel, Cassels Brock & Blackwell LLP as Canadian co-counsel, and Province Inc. as financial advisor. The U.S. Trustee also has appointed a official committee of equity security holders. The equity committee is represented by Natalie D. Ramsey, Esq., and Mark A. Fink, Esq., at Montgomery, McCracken, Walker & Rhoads, LLP; and Robert J. Stark, Esq., Steven B. Levine, Esq., James W. Stoll, Esq., and Andrew M. Carty, Esq., at Brown Rudnick LLP. PHYSICIANS REALTY: S&P Assigns 'BB+' CCR; Outlook Positive ---------------------------------------------------------- S&P Global Ratings assigned its 'BBB-' issue-level rating to Physicians Realty L.P.'s $300 million senior unsecured notes. S&P assigned a '2' recovery rating, which implies its expectation for substantial recovery (70% to 90%; rounded estimate: 85%) in the event of a default. In line with S&P's criteria for real estate companies, issuers with a corporate credit rating of 'BB+' will generally have their issue-level rating "capped" at '2'. The parent company, Physicians Realty Trust, fully and unconditionally guarantees the notes. S&P also assigned a 'BB+' corporate credit rating to Physicians Realty L.P. and the outlook is positive. Physicians Realty will use the proceeds from this debt issue to repay a portion of the debt outstanding under its unsecured revolving credit facility. The indenture governing the notes contains covenants typical of U.S. equity REITs including a limitation on total debt (less than 60% of total assets) and secured debt (less than 40% of total assets) as well as a minimum debt service coverage requirement (greater than 1.5x) and maintenance of total unencumbered assets (greater than 1.5x of total unsecured debt). RATINGS LIST Physicians Realty Trust Physicians Realty L.P. Corporate Credit Rating BB+/Positive/-- New Rating Physicians Realty L.P. $300M snr unsecured notes BBB- Recovery rating 2 (85%) PORTER BANCORP: Incurs $2.75 Million Net Loss in 2016 ----------------------------------------------------- Porter Bancorp, Inc. filed with the Securities and Exchange Commission its annual report on Form 10-K reporting a net loss of $2.75 million on $35.60 million of interest income for the year ended Dec. 31, 2016, compared to a net loss of $3.21 million on $36.57 million of interest income for the year ended Dec. 31, 2015. The Company's balance sheet at Dec. 31, 2016, showed $945.17 million in total assets, $912.44 million in total liabilities and $32.73 million in total stockholders' equity. "While operating results for 2016 improved as a result of the reduction in non-performing asset expenses, our results for the year were negatively impacted by $8.0 million in litigation expenses connected to the Kentucky Court of Appeals ruling against the Bank. While we continue to appeal the ruling, the damages award and all interest due thereon have been accrued. Funds to retire this obligation are on hand and available with no material impact to liquidity should a decision be made to retire the accrued liability. "Non-performing loans were 1.44% of total loans and non-performing assets were 1.70% of total assets, at December 31, 2016 compared to 2.28% and 3.51%, respectively, at December 31, 2015. We remain diligent in the management of our loan portfolio and are striving to continue improving credit quality by working throughout our markets to balance selective new customer acquisition, customer service for our existing clients and prudent risk management," the Company said in the report. A full-text copy of the Form 10-K is available for free at: https://is.gd/LpH6ZH About Porter Bancorp Porter Bancorp, Inc., is a bank holding company headquartered in Louisville, Kentucky. Through its wholly-owned subsidiary PBI Bank, the Company operates 18 full-service banking offices in 12 counties in Kentucky. PRECISION CASTING: Has Final Nod to Use Cash Collateral ------------------------------------------------------- The Hon. Thomas B. McNamara of the U.S. Bankruptcy Court for the District of Colorado granted on Feb. 28, 2017, Precision Casting Prototypes & Engineering, Inc., permission, on a final basis, to use cash collateral. No objections were filed by the Feb. 24, 2017 deadline. On Feb. 10, 2017, the Debtor sought authorization to use cash collateral, saying that absent authorization to use cash collateral on an interim basis, the Debtor will be unable to continue its operations and to proceed with the reorganization of its debts in an orderly fashion, which could result in a significantly reduced recovery for the Debtor's estate. Alternatively, if the Debtor is authorized to use cash collateral, the Debtor will be able to maximize the value of its estate through the continuation of the Debtor's business. Copies of the Debtor's cash collateral motion and the budget is available at: http://bankrupt.com/misc/cob16-20113-118.pdf http://bankrupt.com/misc/cob16-20113-118-1.pdf Prepetition, the Debtor incurred several loans with various creditors, including, Bank of the West, TCF Equipment Finance, a division of TCF Bank, Stearns Bank, and First Sound Bank. The Secured Lenders are owed a total of $1,130,360. BOTW asserts a blanket lien on all of the Debtor's assets, including its equipment, accounts and accounts receivable, and the proceeds therefrom. TCF, Stearns Bank and First Sound Bank each assert purchase money security interests in specific pieces of equipment owned by the Debtor. The Debtor's cash, operating funds, bank collateral, and all other collateral of the Secured Lenders is referred to as cash collateral. The Secured Lenders are entitled to adequate protection of their interests in the pre-petition collateral, including the cash collateral, in an amount equal to the aggregate post-petition diminution in value of the pre-petition collateral, including without limitation, any such diminution resulting from the sale, lease or use by the Debtor (or other decline in value) of the pre-petition collateral and the imposition of the automatic stay. The adequate protection obligations will commence Nov. 1, 2016, and be due on the first of each month thereafter for the term of the court order. The Adequate Protection Obligations are: a. BOTW: $7,600 per month; b. TCF: $1,750 per month; c. Stearns Bank: $600 per month; and d. First Sound Bank: $700 per month. As adequate protection, the Secured Lenders are granted these claims, liens, rights and benefits: (i) the Adequate protection obligations due to the Secured Lenders will constitute a superpriority claim against the Debtor, with priority in payment over any and all unsecured claims and administrative expense claims against the Debtor, and (ii) to the extent that any of the Secured Lenders have a properly perfected pre-petition lien on the cash collateral, the Secured Lenders will have a replacement lien on all post-petition cash collateral in order for the Debtor to continue to operate to the extent that there is a decrease in value of any Secured Lender's interest in the cash collateral in the same extent and priority that existed on the Petition Date. The Debtor's right to use the cash collateral pursuant to the terms of the court order will terminate six months from the date of this court order. About Precious Casting Precision Casting Prototypes & Engineering, Inc., is a veteran owned foundry and machine shop in Colorado serving the entire United States. It operates at a leased property at 7501 East Dahlia Street in Commerce City, Colorado. Precise Cast specializes in rapid prototyping and the precision casting and machining of aluminum, magnesium, and zinc parts primarily for Fortune 500 companies in the aerospace, defense, automotive, commercial vehicle, electronic, and medical device industries. The Debtor filed a Chapter 11 petition (Bankr. D. Colo. Case No. 16-20113) on Oct. 13, 2016. The petition was signed by Craig R. Reeves, president. The Debtor is represented by Kenneth J. Buechler, Esq., at Buechler & Garber, LLC. The case is assigned to Judge Thomas B. McNamara. The Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in debt at the time of the filing. PRESTIGE INDUSTRIES: Minda Supply Named Creditors' Committee Member ------------------------------------------------------------------- Andrew Vara, acting U.S. trustee for Region 3, replaced Direct Machinery with Minda Supply Co. as one of the members of the official committee of unsecured creditors of Prestige Industries LLC. As reported by the Troubled Company Reporter on Feb. 13, 2017, the U.S. Trusted on Feb. 10 appointed five creditors of Prestige Industries LLC to serve on the official committee of unsecured creditors. The committee members now include: (1) Ryder Transportation Services Attn: Michael Mandell 11690 NW 105th Street Miami, FL 33178 Tel: (305) 500-4417 Fax: (305) 500-3336 (2) Minda Supply Co. Attn: Eric Mindich 380 Franklin Tpke Mahwah, NJ 07430 Tel: (201) 335-0236 (3) American Packaging Distributors Corp. Attn: Robert Moses 831 Lincoln Ave, Suite 7 West Chester, PA 19380 Tel: (610) 918-1988 Fax: (610) 918-1989 (4) Public Service Electric & Gas Company Attn: Suzanne Klar, Esq. 80 Park Plaza, TSD Newark, NJ 07102 Tel: (973) 430-6483 Fax: (973) 645-1103 (5) Tingue, Brown & Co. Attn: John J. Hurst 535 N. Midland Avenue Saddle Brook, NJ 07663 Tel: (201) 475-7648 Fax: (201) 796-5820 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Prestige Industries Prestige Industries LLC, based in North Bergen, New Jersey, filed a Chapter 11 petition (Bankr. D. Del. Case No. 17-10186) on Jan. 30, 2017. The petition was signed by Jonathan Fung, CEO/CFO. The Debtor is represented by Peter C. Hughes, Esq., at Dilworth Paxson LLP. The Debtor engaged SSG Advisors, LLC as its investment banker. The case is assigned to Judge Kevin Gross. The Debtor estimated assets and debt at $10 million to $50 million at the time of the filing. PRIME METALS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Prime Metals & Alloys, Inc. P.O. Box 194 Lucernemines, PA 15754-0194 Case No.: 17-70164 Chapter 11 Petition Date: March 2, 2017 Court: United States Bankruptcy Court Western District of Pennsylvania (Johnstown) Judge: Hon. Jeffery A. Deller Debtor's Counsel: Kirk B. Burkley, Esq. BERNSTEIN-BURKLEY, P.C. 2200 Gulf Tower 707 Grant Street Pittsburgh, PA 15219 Tel: 412-456-8108 Fax: 412-456-8135 E-mail: kburkley@bernsteinlaw.com - and - Allison L. Carr, Esq. BERNSTEIN-BURKLEY, PC Gulf Tower, Suite 2200 707 Grant Street Pittsburgh, PA 15219 Tel: 412-456-8100 Fax: 412-456-8135 E-mail: acarr@bernsteinlaw.com - and - Daniel R. Schimizzi, Esq. BERNSTEIN-BURKLEY, P.C. 707 Grant Street, Suite 2200 Pittsburgh, PA 15219 Tel: 412-456-8100 E-mail: dschimizzi@bernsteinlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Richard Knupp, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/pawb17-70164.pdf PRO ENTERPRISES: Needs Additional 60 Days to Obtain Plan Votes -------------------------------------------------------------- Pro Enterprises USA, Inc., requests the U.S. Bankruptcy Court for the Southern District of Florida to extend the time to solicit acceptances to its Plan for a period of 60 days from the completion of the Disclosure Hearing. The Debtor relates that Alejandro Alan Azpurua, who owns 100% of its stock, timely filed a Joint Plan of Reorganization and Joint Disclosure Statement on Dec. 23, 2016. However, the Disclosure Hearing has not yet occurred. As such, the Debtor cannot solicit acceptances of the Plan until after the completion of the Disclosure Hearing. Pursuant to the Court's Order, the Disclosure Hearing previously scheduled for March 23, 2017 has been cancelled and has been continued to March 9, 2017. The continuance has been based primarily on the announcement at the Feb. 8, 2017 Disclosure Hearing of the settlement reached in principle between the Debtor and Dawn REO, as well as the pending Mortgage Modification Mediation between U.S. Bank and the Debtor. About Pro Enterprises USA Pro Enterprises USA, Inc., d/b/a ProMed USA, d/b/a ProPharma, a/k/a ProMed, f/d/b/a ProMedCo, a/k/a Pro Enterprises filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 16-16317) on April 29, 2016. The petition was signed by Alejandro Alan Azpurua, president/CEO. The case is assigned to Judge Jay A. Cristol. The Debtor is represented by Chad P. Pugatch, Esq., at Rice Pugatch Robinson Storfer & Cohen, PLLC. The Debtor has retained Fresh Start Tax, LLC as accountant. At the time of the filing, the Debtor estimated both assets and liabilities at $1 million to $10 million. PUERTO RICO: Governor Hopes for "Open Dialogue" with Treasury Sec. ------------------------------------------------------------------ The Associated Press, citing Nick Brown of Reuters, reported that Puerto Rico Governor Ricardo Rossello said he was "committed to establishing a working relationship" and fostering "open dialogue" with U.S. Treasury Secretary Steven Mnuchin, after the two met in Washington. According to the report, Rossello, who took office on Jan. 2, met with Mnuchin to discuss his efforts to "put Puerto Rico's financial house in order," a statement from the governor's office said. The report pointed out that Rossello has signed more than 20 bills and executive orders aimed at cutting spending and fostering economic growth, but Puerto Rico faces a long haul out of an economic crisis characterized by a 45 percent poverty rate, near-insolvent public pensions and healthcare systems, and almost $70 billion in debt. Under former President Barack Obama, the Treasury took a hands-on approach in Puerto Rico, working with federal lawmakers on legislation aimed at giving the U.S. territory a way to cut debt, the report recalled. President Donald Trump has given little indication of how his administration may handle Puerto Rico, the report further pointed out. The report related that Rossello is scheduled to present the board with a 10-year blueprint for the island's fiscal turnaround. The board has said the plan should find $4.5 billion a year in savings and revenue, including a 10 percent reduction in pension benefits and $1 billion in annual savings on healthcare spending, the report further related. QUALITY FLOAT: Latest Plan to Pay Unsecureds 25% in 5 Years ----------------------------------------------------------- Quality Float Works, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Illinois its latest disclosure statement, which explains the company's Chapter 11 plan of reorganization. The latest plan proposes to pay Class 3 general unsecured creditors 25% of their allowed claims pro rata on a quarterly basis for five years. Payments will start on the first day of the first calendar quarter after the plan takes effect, according to the company's disclosure statement filed on Feb. 23. Quality Float's original plan filed on Jan. 20 proposed to pay general unsecured creditors 25% of their allowed claims in four years. A full-text copy of the first amended disclosure statement is available for free at: https://is.gd/pLGerc About Quality Float Works Quality Float Works, Inc., manufactures valves and floats used for level liquid controls. Quality Float Works, Inc. filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 16-25753) on Aug. 11, 2016. The petition was signed by Jason Speer, president. Judge Deborah L. Thorne presides over the case. At the time of filing, the Debtor disclosed total assets at $481,533 and total liabilities at $1.32 million. The Debtor is represented by Robert R. Benjamin, Esq. at Golan & Christie LLP. The Debtor employs Jim Donenberg and Warady & Davis LLP as accountants. On January 20, 2017, the Debtor filed its Chapter 11 plan of reorganization and disclosure statement. QUANTUM FOODS: Committee, GOPC Agree to Appoint New Mediator ------------------------------------------------------------ The official committee of unsecured creditors of Quantum Foods, LLC, signed a stipulation with Greater Omaha Packing Co., Inc., for the appointment of a new mediator in case the Committee filed against GOPC. The creditors' committee and Greater Omaha have both agreed for the appointment of Ian Connor Bifferato as new mediator in the adversary case. Mr. Bifferato will replace Mark Felger. The case is The Official Committee of Unsecured Creditors of Quantum Foods, LLC, et al., v. Greater Omaha Packing Co., Inc., Adv. No. 15-50888 (Bankr. D. Del.). About Quantum Foods Founded in 1990 and headquartered in Bolingbrook, Illinois, Quantum Foods, LLC -- http://www.quantumfoods.com/-- provides protein products made from beef, poultry and pork. Quantum Foods and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to facilitate the sale of substantially all their business. The Debtors' primary secured indebtedness totals $50.2 million, owing to lenders led by Crystal Financial, LLC, as administrative and collateral agent. Quantum Foods is being advised in its restructuring by Daniel J. McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr, Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq., Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young, Conaway, Stargatt & Taylor, LLP, serve as local counsel. City Capital Advisors is the investment banker. FTI Consulting, Inc. also serves as advisor. BMC Group is the claims and notice agent. The U.S. Trustee for Region 3 appointed five members to the official committee of unsecured creditors in the case. The Committee has retained Triton Capital Partners, Ltd. as financial advisor; and Mark D. Collins, Esq., Russell C. Silberglied, Esq., Michael J. Merchant, Esq., Christopher M. Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton & Finger, P.A. as counsel. Raging Bull is represented in the case by Van C. Durrer II, Esq., at Skadden Arps Slate Meagher & Flom LLP. Crystal Finance LLC is represented by David S. Berman, Esq., at Riemer & Braunstein LLP. R.E.S. NATION: Unsecured Creditors to be Paid in Full in 10 Years ----------------------------------------------------------------- R.E.S. Nation, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Texas a small business disclosure statement describing its plan of reorganization, dated Feb. 24, 2017. Under the plan, unsecured trade creditors are classified in Class 3, and will receive a distribution of 100% of their allowed claims, to be distributed as follows: After satisfaction of all priority and administrative expense claims (other than priority tax claims), the Debtor will make payments monthly into a reserve account. An independent disbursing agent will make payments quarterly from the reserve account to unsecured creditors pro rata until their claims are paid in full. In any event, the claims will be satisfied in full on or before the tenth anniversary of the Effective Date. The largest claims against the Debtor are the claims of retail energy providers (REPs), all of which the Debtor disputes. However, to resolve all of the ongoing litigation against the Debtor and to provide the Debtor a path forward, the Plan will settle and compromise the claims of REPs by allowing them at 40% of the amount alleged, and paying them 100% of this allowed amount, to be paid under the same distribution plan as Class 3 creditors. The REP Claims are classified in Class 4. The Debtor's post-confirmation revenue will consist of revenue from its REP contracts and subcontracts. The Plan contemplates that on the Effective Date, the Debtor will pay $50,000 to its counsel as an additional retainer, and will pay $4,875 to the U.S. Trustee to cover first quarter 2017 fees. Furthermore, it is anticipated that an adequate protection payment in the amount of $22,500 will be due to Bank of America either on or some time prior to the Effective Date. After satisfying the Class 2 claims and administrative expense claims, which is expected to take one year, the Debtor will commence making $16,083 monthly payments to the Reserve Account for the remainder of the Plan term. The Reserve Account is meant both to provide an operating reserve for the Debtor and to fund payments to the unsecured creditors. The Disclosure Statement is available at: http://bankrupt.com/misc/txsb16-34744-102.pdf About R.E.S. Nation R.E.S. Nation, LLC, represents commercial and industrial Businesses that buy electricity in deregulated service territories, where R.E.S. procures customers for retail energy providers pursuant to written agreements with the provider and is paid a commission over time during the term of the customer agreement. R.E.S. Nation, LLC, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 16-34744), on Sept. 23, 2016. The petition was signed by Jeffrey Nowling, manager. The Debtor tapped Susan C. Matthews, Esq., at Baker, Donelson, Bearman, Caldwell & Berkowitz, APC. At the time of filing, the Debtor estimated assets and liabilities at up to $50,000. U.S. Trustee Judy A. Robbins on Nov. 10 disclosed in a court filingthat no official committee of unsecured creditors has been appointed in the Chapter 11 case of R.E.S. Nation, LLC. RESOLUTE INVESTMENT: Moody's Affirms Ba3 CFR; Outlook Stable ------------------------------------------------------------ Moody's Investors Service has affirmed the Ba3 corporate family rating (CFR) of Resolute Investment Managers, Inc. The rating agency also upgraded RIM's senior secured first lien term loan and revolving credit facility ratings to Ba2 from Ba3 and downgraded its senior secured second lien term loan rating to B2 from B1, and assigned a Ba3-PD probability of default rating. The outlooks on these ratings are stable. The rating actions follow RIM's announcement that it will purchase a majority interest in Shapiro Capital Management, LLC. RIM will fund the acquisition with additional borrowing on its existing term loan facility. The company's senior secured first lien term loan will increase by $75 million to $297 million and its senior secured second lien term loan will increase by $25 million to $105 million. RATINGS RATIONALE The rating actions on the senior secured first lien term loan, revolving credit facility and senior secured second lien term loan result from the application of Moody's "loss given default" (LGD) methodology to guide notching decisions for obligations issued by speculative-grade issuers. Moody's used its LGD model to assign ratings to the different classes of RIM's debt. The senior secured first lien term loan's single notch of uplift from the CFR results from the enhanced protection the subordinated loans provide to a senior creditor. RIM's Ba3 corporate family rating reflects the company's versatile sub-advisory business model, diversified investment offerings, superior investment performance, and broad distribution reach. These strengths are tempered by the company's modest scale, concentration of assets under management (AUM), and high leverage. The acquisition of SCM is expected to raise leverage, as adjusted by Moody's, to the 6x range, but it will add approximately $4 billion to RIM's AUM base. This is the largest transaction that RIM has completed to date, which advances its long-held strategy to grow through opportunistic acquisitions and focus on in-house manufacturing. The rating agency added that the following factors could lead to an upgrade of RIM's CFR: 1) rapid deleveraging such that Debt/EBITDA is below 3.0x; and 2) achieving an annual AUM growth rate of above 3%. Conversely, factors that could lead to a downgrade of RIM's CFR include: 1) leverage sustained above 6.0x; 2) a sustained drop in organic growth rate; 3) reputational risk from the failure of new products to meet investors' expectations, particularly more illiquid and complex products such as bank loans, private equity and liquid alternatives; 4) management and/or key person turnover. RIM is the parent company of American Beacon Advisers, Inc. which manages and distributes sub-advised mutual funds for defined contribution retirement and retail investors, as well as pension and cash management programs. RIM had $54.2 billion of assets under management as of December 31, 2016. RIM's ratings following these rating actions are as follows: LT Corporate Family Ratings: Ba3; Stable $297 million Senior Secured First Lien Term Loan Facility: Ba2; Stable $105 million Senior Secured Second Lien Term Loan Facility: B2; Stable $40 million Revolving Credit Facility: Ba2; Stable The principal methodology used in this rating was Asset Managers: Traditional and Alternative, published in December 2015. RSP PERMIAN: Moody's Raises Corporate Family Rating to B1 --------------------------------------------------------- Moody's Investors Service upgraded RSP Permian, Inc.'s (RSP Permian) Corporate Family Rating (CFR) to B1 from B2, and the ratings on its senior unsecured notes to B2 from B3. The SGL-2 Speculative Grade Liquidity (SGL) rating was affirmed. The ratings outlook is positive. This concludes the rating review that was initiated on October 14, 2016. "With the acquisition of Silver Hill Energy Partners, RSP Permian has significantly increased its production and acreage position, including diversification into the Delaware Basin, leading to improved cash flow and production based leverage metrics in 2017 as the overall transaction was funded with a significant equity component," said Amol Joshi, Moody's Vice President. Changes: Issuer: RSP Permian, Inc. -- Corporate Family Rating, Upgraded to B1 from B2 -- Probability of Default Rating, Upgraded to B1-PD from B2-PD -- Senior Unsecured Notes, Upgraded to B2 (LGD5) from B3 (LGD5) Affirmations: Issuer: RSP Permian, Inc. -- Speculative Grade Liquidity Rating, Affirmed at SGL-2 Outlook Actions: Issuer: RSP Permian, Inc. Outlook, Changed to Positive RATINGS RATIONALE On October 14, 2016, Moody's placed RSP Permian on review for upgrade following the announcement that it entered into definitive agreements to acquire Silver Hill Energy Partners, LLC (SHEP I, unrated) and Silver Hill E&P II, LLC (SHEP II, unrated, and together with SHEP I, Silver Hill) for $1.25 billion in cash and 31 million shares of RSP Permian common stock implying a roughly $2.4 billion purchase price. The cash component of the purchase price was largely funded with an equity issuance launched contemporaneously with the acquisition announcement. The acquisition closed in two steps: SHEP I closed on November 28, 2016, and SHEP II closed on March 1, 2017. The acquisition is sizeable, diversifying RSP Permian's assets into the Delaware Basin in Texas, and increasing RSP Permian's net acreage position by about 60% to approximately 100,000 net acres. The acquisition also significantly increased its proved reserves and production, with pro forma proved reserves of 283 million barrels of oil equivalent (boe) at year-end 2016, and expected 2017 production approaching 55,000 boe per day. The acquired acreage is oil and natural gas liquids rich, and the company will maintain significant operational control with approximately 80% of the acreage operated, and an average working interest of over 80% in the operated properties. Given that the acquisitions were funded predominantly with equity, Moody's expects RSP Permian's cash flow and production based leverage metrics to improve, including RSP Permian's Retained Cash Flow/Debt and Debt/Average Daily Production metrics. The upgrade of the Corporate Family Rating (CFR) to B1 reflects RSP Permian's strong cash margins derived from high-quality oil production and moderate cash flow based leverage metrics, while factoring in the significant capital that is needed to develop the company's assets in West Texas. The rating also considers the company's modest size and scale with significant growth opportunities embedded in the company's prolific Permian Basin acreage. Moody's expects RSP Permian to continue to outspend cash flow through 2017 and into 2018 based on Moody's price estimates and the company's planned capital spending levels. The company operates most of its proved reserves, providing a high degree of operational control and with it the flexibility to reduce spending in a low commodity price environment. The B2 senior unsecured notes rating reflects the subordination of the notes to the large secured borrowing base revolving credit facility and its priority claim to the company's assets. The size of the revolver relative to RSP Permian's outstanding senior unsecured notes results in the notes being rated one notch below the B1 CFR under Moody's Loss Given Default Methodology. RSP Permian should have good liquidity through 2017 as indicated by the SGL-2 Speculative Grade Liquidity Rating. On December 20, 2016, RSP Permian entered into an amended and restated credit agreement, which increased the revolving credit facility borrowing base to $950 million, with an elected commitment of $900 million. Upon closing of the SHEP II transaction, RSP Permian's borrowing base automatically increased to $1.1 billion; however, RSP Permian plans to leave its $900 million elected commitment unchanged. At December 31, 2016 the company had no outstanding borrowings on its revolving credit facility, as well as $109 million in cash on the balance sheet pro forma for the SHEP II acquisition. The company conducted debt and equity capital markets activity in the fourth quarter of 2016 to fund the Silver Hill transactions: in October 2016, the company issued 25.3 million shares for approximately $1.0 billion in net proceeds; in December 2016, the company issued $450 million aggregate principal amount of 5.25% senior unsecured notes due 2025. Moody's anticipates that RSP Permian's 2017 capital budget will exceed retained cash flow under Moody's price estimates, which can be funded with cash on hand, borrowings under its revolving credit facility, or additional capital markets transactions. The revolver requires RSP Permian to maintain a current ratio in excess of 1x and debt to EBITDA below 4.25x, for which the company has significant compliance headroom that Moody's expects to continue into 2018. The positive outlook reflects that RSP Permian's rating may be upgraded if it continues to execute on its growth plans in the next 12-18 months while maintaining a good cost structure and favorable credit metrics. If RSP Permian is able to maintain production growth at competitive costs, sustain RCF/debt ratio above 40% and leveraged full cycle ratio (LFCR) above 1.5x, and minimize ongoing cash flow outspend, the ratings could be upgraded. Moody's could consider a negative outlook or a downgrade if the RCF/debt ratio falls below 15% or debt to average daily production exceeds $30,000 per boe. RSP Permian, Inc. (RSP Permian) is an independent exploration and production (E&P) company formed in September 2013, focused on the acquisition, exploration, development and production of unconventional oil and associated liquids-rich natural gas reserves in the Permian Basin of West Texas. The principal methodology used in these ratings was Global Independent Exploration and Production Industry published in December 2011. S&S SCREW: May Use Cash Collateral Until April 6 ------------------------------------------------ The Hon. Randal S. Mashburn of the U.S. Bankruptcy Court for the Middle District of Tennessee has entered a fourth agreed order authorizing S&S Screw Machine Company, LLC, to use cash collateral until April 6, 2017. A final hearing on the approval of the Debtor's request to use cash collateral is scheduled for April 6, 2017, at 9:30 a.m. As reported by the Troubled Company Reporter on Nov. 18, 2016, Judge Mashburn authorized the Debtor to use cash collateral on an interim basis, until Feb. 9, 2017. Regions Bank asserted a lien on the Debtor's assets to secure obligations totaling approximately $3,364,485. Regions Bank also asserted that all the Debtor's cash and cash equivalents are part of the collateral and are cash collateral of Regions Bank. The Internal Revenue Services has a tax lien in the amount of $2,209,090. The IRS Debt is subordinate to the Regions Loan and is undersecured or unsecured. As adequate protection, Regions and the IRS are granted replacement liens. Unless an objection is timely filed and sustained, the Debtor will pay to Regions $20,000 per month as additional adequate protection for the use of Regions' collateral through the cash collateral period, starting on Dec. 15 and continuing from month to month on the 15th of each month during the term of the court order. Each monthly payment will be applied to the secured claim of Regions. Any party in interest objecting to the monthly payment to Regions must file a written objection with the Court by no later than March 1, 2017. Upon receipt of a timely-filed, written objection, the Court will hold a hearing to determine the necessity of the monthly payment on March 9, 2017, at 9:30 a.m. The court order and the budget is available at: http://bankrupt.com/misc/tnmb16-06829-105.pdf 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. S. HEMENWAY: Unsecured Claims Increased to $390K Under Latest Plan ------------------------------------------------------------------ S. Hemenway, Inc., filed with the U.S. Bankruptcy Court for the District of Minnesota its latest disclosure statement, which explains the company's plan to exit Chapter 11 protection. Under the latest restructuring plan, the total amount of Class 4 non-insider unsecured claims was increased to $390,000 from $130,000. Included in Class 4 are the non-priority unsecured claims of the Internal Revenue Service and the Minnesota Department of Revenue. Also included are claims of Unity Bank that are guaranteed by S. Hemenway. S. Hemenway will pay each Class 4 unsecured creditor 5% of its allowed claim on or before Dec. 30, according to the disclosure statement filed on Feb. 23. A full-text copy of the first amended disclosure statement is available for free at: https://is.gd/W6VdEV About S. Hemenway Inc. S. Hemenway Inc., operator of a Visiting Angel franchised nursing home, filed a Chapter 11 bankruptcy petition (Bankr. D. Minn. Case No. 16-31466) on May 2, 2016. The petition was signed by Scott Hemenway, the president. Judge Katherina A. Constantine has been assigned the case. SBN FOG CAP: Files New Plan, Unsecureds to be Paid in Full ---------------------------------------------------------- SBN Fog Cap II LLC filed with the U.S. Bankruptcy Court in Colorado a new Chapter 11 plan of liquidation, which proposes to pay unsecured creditors in full. Under the new plan, unsecured creditors, excluding insiders, will be paid 100 cents on the dollar for their claims. These creditors will be paid in full in cash on the effective date of the plan. The total amount of unsecured claims allowed by the court is estimated to be between $2,170 and $665,464. Meanwhile, SBN Fog Cap II has almost $4 million in "unencumbered cash" as of Dec. 31, 2016, which it obtained through the liquidation of its assets and interests in certain "causes of action," according to the company's disclosure statement filed on Feb. 23. The remaining unencumbered cash will be distributed to the estate of Fog Cap Retail Investors LLC, an affiliate of the company. SBN Fog Cap II will then be dissolved by Edward Cordes, the official proposed by the company to oversee the liquidating trust that will be created under the plan. The full recovery for unsecured creditors could only decrease if the court allowed the non-insider contested claims of Stratford Holding LLC, Foot Locker Inc. and the Elaine K. Hall Revocable Trust. The new liquidating plan was filed more than two months after the court denied the disclosure statement explaining the joint liquidating plan initially filed by the company and its affiliate Fog Cap Retail Investors LLC on Oct. 11 last year. The new plan is not being filed jointly with Fog Cap Retail. A copy of the Feb. 23 disclosure statement is available for free at: https://is.gd/1amH2d About SBN Fog Cap & Fog Cap Retail Investors Fog Cutter Capital Group, Inc., as the sole member, formed Fog Cap Retail Investors LLC on Aug. 20, 2002. Fog Cap was formed for the purpose of entering into a portfolio sale agreement dated Sept. 25, 2002, with Foot Locker Retail, Inc., for the purchase of certain master leases for real property leases which were operated, or formerly operated as, retail shoe stores. At that time, Fog Cap's portfolio was managed by Egelhoff Property Advisors LLC. SBN Fog Cap II LLC, based in Denver, Colorado, filed a Chapter 11 petition (Bankr. D. Colo. Case No. 16-13815) on April 20, 2016. In its petition, SBN Fog Cap estimated $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. Fog Cap Retail Investors LLC, also based in Denver, filed a separate Chapter 11 petition (Bankr. D. Colo. Case No. 16-13817) on April 20, 2016. It estimated $1 million to $10 million in both assets and liabilities. Both petitions were signed by Steven C. Petrie, chief executive officer. The cases were jointly administered pursuant to an Order of the bankruptcy Court dated June 2, 2016. The Hon. Thomas B. McNamara presides over the cases. James T. Markus, Esq., at Markus Williams Young & Simmermann LLC, serves as counsel to the Debtors. On May 25, 2016, the Unsecured Creditors' Committee was formed by the U.S. Trustee in the case of Fog Cap Retail Investors LLC only. SHEARER'S FOODS: Moody's Lowers Corporate Family Rating to B3 ------------------------------------------------------------- Moody's Investors Service downgraded Shearer's Foods, LLC's Corporate Family Rating (CFR) to B3 from B2 and the Probability of Default Rating to B3-PD from B2-PD. Moody's also downgraded the first lien term loan, incremental first lien term loan, and first lien senior secured notes to B3 from B1. At the same time, Moody's downgraded the second lien term loan to Caa2 from Caa1. The ratings outlook is stable. The downgrade of Shearer's CFR to B3 reflects the company's consistently weak to negative free cash flow and Moody's expectation that earnings will be lower than it previously thought resulting in debt/EBITDA remaining above 6.5 times through fiscal year end 2018. Moody's lowered its earnings expectations due to a greater degree of competition that is negatively impacting revenue. In addition, costs will be higher than originally anticipated because a couple of plants are not performing up to original expectations and SG&A expenses are higher due to additional support resources needed for the addition of the Barrel O' Fun business. The downgrade of the secured notes and 2021 term loan to B3, the same as the Corporate Family Rating, also reflects an assumption that modest borrowings will remain outstanding under the company's asset-based revolving credit facility, which has a priority lien on accounts receivables and inventory. Moody's took the following rating actions on Shearer's Foods, LLC: Ratings Downgraded: - Corporate Family Rating to B3 from B2 - Probability of Default Rating to B3-PD from B2-PD - 9% Sr. Sec. Notes due 2019 to B3 (LGD 3) from B1 (LGD 3) - $225 mil. 1st lien term loan due 2021 to B3 (LGD 3) from B1 (LGD 3) - $290 mil. 1st lien term loan due 2021 to B3 (LGD 3) from B1 (LGD 3) - $225 mil. 2nd lien term loan due 2022 to Caa2 (LGD 5) from Caa1 (LGD 5) The ratings outlook is stable. RATINGS RATIONALE Shearer's B3 Corporate Family Rating reflects the company's very high financial leverage, significant customer concentration, and low profitability. The rating also reflects the company's leading position as a producer of private label snacks and its good liquidity supported by modest projected free cash flow, more than $100 million of unused availability under the $125 million revolver, and a covenant lite structure. The stable outlook incorporates Moody's expectation that leverage will remain very high and liquidity remains good. Ratings could be upgraded if revenue is maintained or grows, the company generates consistent and meaningfully positive free cash flow, and debt/EBITDA is sustained below 6.5 times. Ratings could be downgraded if revenue declines, operating performance weakens, or liquidity deteriorates. Headquartered in Massillon, Ohio, Shearer's Foods, LLC. is a leading private label and contract manufacturer of food products such as kettle chips, tortilla chips, potato chips, rice crisps, extruded cheese snacks, cookies and crackers. Shearer's is majority owned by Ontario Teachers' Pension Plan. Revenue was $1.2 billion for the twelve months ending December 24, 2016. The principal methodology used in these ratings was Global Packaged Goods published in January 2017. SHOES.COM: Receiver's Deadline to Submit Bids on March 17 --------------------------------------------------------- Alvarez & Marsal Canada Inc., in its capacity as court-appointed Receiver of Shoes.com Technologies Inc. and Shoeme Technologies Limited, is seeking offers to purchase the Receiver's interest in the Companies' assets which include domain names and other intellectual property as well as shoe and apparel inventory. The Companies own a portfolio of 17 domain names and associated trademarks and approximately 23,600 units of footwear and apparel with an estimated retail value of $3.1 million located at a third-party logistics facility in Brampton, Ontario. Deadline for submitting offers is l0:00 a.m. PST on March 17, 2017. An invitation for offers and non-disclosure agreement are available at http://www.alvarezandmarsal.com/shoesor are available by contacting Marianna Lee (marianna.lee@alvarezandmarsal.com) by telephone at 604.639.0845 or by fax at 604.638.7441. SOUTHCROSS ENERGY: Enters Severance Agreement with Former CEO ------------------------------------------------------------- As previously disclosed on January 9, 2017, John E. Bonn stepped down as President and Chief Executive Officer of Southcross Energy Partners GP, LLC, the general partner of Southcross Energy Partners, L.P. On February 21, 2017, Mr. Bonn entered into a Severance Agreement and General Release with the General Partner (the "Release Agreement"). Under the Release Agreement, provided that Mr. Bonn has not revoked the Release Agreement, Mr. Bonn will receive the Severance Payment (as defined in Mr. Bonn's Employment Agreement, dated as of March 5, 2015, by and between the General Partner and Mr. Bonn), as previously disclosed. The Release Agreement includes a general release of claims by Mr. Bonn and customary restrictive covenants. A full-text copy of the Form 8-K regulatory filing is available at: https://is.gd/IpEgAy About Southcross Energy Partners Southcross Energy Partners, L.P. -- http://www.southcrossenergy.com/-- is a master limited partnership that provides natural gas gathering, processing, treating, compression and transportation services and NGL fractionation and transportation services. It also sources, purchases, transports and sells natural gas and NGLs. Its assets are located in South Texas, Mississippi and Alabama and include four gas processing plants, two fractionation plants and approximately 3,100 miles of pipeline. The South Texas assets are located in or near the Eagle Ford shale region. Southcross is headquartered in Dallas, Texas. Southcross Energy reported a net loss attributable to partners of $51.4 million on $698 million of total revenues for the year ended Dec. 31, 2015, compared to a net loss attributable to partners of $36.7 million on $849 million of total revenues for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Southcross Energy had $1.19 billion in total assets, $613.11 million in total liabilities and $583.94 million in total partners' capital. * * * As reported by the TCR on April 5, 2016, Standard & Poor's Ratings Services said it lowered its corporate credit and senior secured rating on Southcross Energy Partners L.P. to 'CCC+' from 'B-'. The TCR reported on Jan. 13, 2016, that Moody's Investors Service downgraded Southcross Energy's Corporate Family Rating to 'Caa1' from 'B2'. "Southcross' Caa1 CFR reflects its high financial leverage, limited scale, concentration in the Eagle Ford Shale and our expectation of continued high leverage and challenging industry conditions into 2017," according to the report. SPECTRUM HEALTHCARE: Repairs Get on Hold at 1 Facility, PCO Says ---------------------------------------------------------------- Nancy Shaffer, the appointed Patient Care Ombudsman for Spectrum Healthcare LLC, et al., has reported to the U.S. Bankruptcy Court for the District of Connecticut on February 17, 2016, the quality of life and care on behalf of the residents of the Debtors' facilities at the Spectrum Healthcare Derby, LLC; Spectrum Healthcare Hartford; Spectrum Healthcare Manchester; and Spectrum Healthcare Torrington. The PCO reported that there are no complaints reported to him during his visit at Spectrum Healthcare Derby, LLC, and Spectrum Healthcare Manchester. The PCO also reported that the Administrator at Spectrum Healthcare Hartford is nominated for an award by the American College of Health Care Administrators for success in quality of care measures such as pressure ulcers, pain management and use of psychotropic medications. According to the Report, the Regional Ombudsman at Spectrum Healthcare Torrington observes that its physical plant continues to require repair. The PCO reported that there is an ongoing situation of stained ceiling tiles and leaks in the ceiling throughout the facility. As noted in the last report, the Administrator was securing repair estimates and it now appears that repairs are on hold as the landlord is reportedly awaiting a change of ownership of the home. A full-text copy of the PCO Report is available for free at: http://bankrupt.com/misc/ctb16-21635-303.pdf About Spectrum Healthcare Spectrum Healthcare, LLC, and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case Nos. 16-21635 to 16-21639) on October 6, 2016. The petitions were signed by Sean Murphy, chief financial officer. The Debtors are represented by Elizabeth J. Austin, Esq., Irve J. Goldman, Esq., and Jessica Grossarth, Esq., at Pullman & Comley, LLC. Blum, Shapiro & Co., P.C. serves as their accountant and financial advisor. At the time of filing, the Debtors listed these assets and liabilities: Total Estimated Assets Liabilities ---------- ----------- Spectrum Healthcare $282,369 $500K-$1M Spectrum Healthcare Derby $2,068,467 $1M-$10M Spectrum Healthcare Hartford $4,188,568 N/A Spectrum Healthcare Manchester, LLC $2,729,410 N/A Spectrum Healthcare Torrington, LLC $3,321,626 N/A Spectrum Healthcare and its affiliates previously filed Chapter 11 petitions (Bankr. D. Conn. Case No. 12-22206) on Sept. 10, 2012. William K. Harrington, the United States Trustee for the District of Connecticut, appointed Nancy Shaffer, M.A., a member of the Connecticut Long Term Care Ombudsman's Office, as the Patient Care Ombudsman for Spectrum Healthcare Derby, LLC, Spectrum Healthcare Hartford, LLC, Spectrum Healthcare Manchester, LLC, and Spectrum Healthcare Torrington, LLC. SPENCER TRANSPORTATION: JB&B Wants Adequate Protection Payments --------------------------------------------------------------- Secured creditor J.B. & B. Capital, LLC fka J.B. & B. Investments, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Alabama a motion for adequate protection payments or in the alternative motion to prohibit Spencer Transportation, LLC's use of cash collateral. On Sept. 18, 2015, the Debtor executed with JB&B an equipment finance agreement pursuant to which the Debtor financed the purchase from Southland International Trucks, Inc., of a 2016 Benson 524 48" Aluminum Flatbed Trailer. JB&B has a valid perfected first priority purchase money security interest in the collateral. The Debtor is prohibited from using cash collateral unless: (1) each entity that has an interest in the cash collateral consents; or (2) the Court, after notice and a hearing, authorizes the Debtor's use of cash collateral. JB&B has not yet consented to the Debtor's use of cash collateral but would be willing to do so provided it receives adequate protection payments. JB&B has been informed by the Debtor that it intends to retain the collateral and use it in connection with its operations. The Debtor continues to enjoy the benefit of the protection of the automatic stay and possession the collateral without having to make payments. JB&B claims that the collateral continues to depreciate. JB&B can be reached at: Alto Lee Teague, IV, Esq. ENGEL, HAIRSTON & JOHANSON, P.C. P.O. Box 11405 Birmingham, AL 35202 Tel: (205) 328-4600 E-mail: lteague@ehjlaw.com About Spencer Transportation Spencer Transportation, LLC, filed a Chapter 11 petition (Bankr. N.D. Ala. Case No. 17-70012), on Jan. 4, 2017. The petition was signed by its Manager, Dwayne F. Haney. At the time of filing, the Debtor had less than $50,000 in estimated assets and $500,000 to $1 million in estimated liabilities. The Debtor is represented by Lee R. Benton, Esq., at Benton & Centeno, LLP. STANDFAST USA: Files Chapter 11 Plan of Liquidation --------------------------------------------------- Standfast USA, LLC, filed with the U.S. Bankruptcy Court for the Eastern District of Missouri a disclosure statement for the Debtor's plan of liquidation dated Feb. 27, 2017. A hearing to determine the adequacy of the Disclosure Statement has been scheduled for March 27, 2017, at 11:00 a.m. Central Standard Time. Class 3 Allowed Unsecured Claimants will receive payment from the liquidation proceeds of any assets of the Debtor including Chapter 5 Actions of the Debtor. If there are insufficient funds to pay the Class 3 Claimants in full, the claimants will receive pro rata distributions after payment in full of the Priority Tax Claims, Administrative Claims and Class 1 and Class 2 claims, and following resolution of all claim objections; provided, however, that no holder of an Allowed General Unsecured Claim will receive distributions that aggregate to more than the amount of the holder's Allowed General Unsecured Claim. Class 3 is impaired under the Plan. The Debtor has filed a motion to sell substantially all assets of the Debtor. As of the Petition Date, the Debtor was indebted to O’Brien Capital pursuant to the terms of a Consolidated Promissory Note in the amount of $2,141,391.39. O'Brien Capital also is the holder of the current Debtor in Possession secured lien in the Debtor's assets. The outstanding amount of the DIP loan as of Jan. 31, 2017, was approximately $188,000. Pursuant to the terms of the sale motion, O'Brien Capital will credit bid against its outstanding DIP loan and unsecured claim for the assets of the Debtor including the Debtor's inventory, furniture, fixtures, equipment, accounts receivable and intangibles (domain name, telephone number, Standfast USA name). The Disclosure Statement is available at: http://bankrupt.com/misc/moeb16-46691-37.pdf The Plan was filed by the Debtor's counsel: Spencer P. Desai, Esq. CARMODY MACDONALD P.C. 120 South Central Avenue, Suite 1800 St. Louis, Missouri 63105 Tel: (314) 854-8600 E-mail: spd@carmodymacdonald.com About Standfast USA LLC Standfast USA, LLC, based in Saint Louis, Missouri, filed a Chapter 11 petition (Bankr. E.D. Mo. Case No. 16-46691) on Sept. 16, 2016. The Hon. Kathy A. Surratt-States presides over the case. Spencer P. Desai, Esq., and Danielle A. Suberi, Esq., at Desai Eggmann Mason LLC, serve as bankruptcy counsels. In its petition, the Debtor's declared $580,903 in total assets and $2.61 million in total liabilities. The petition was signed by Ronald Starczewski, restructuring officer. STARPORT TRANSPORTATION: Seeks to Hire JB James as Legal Counsel ---------------------------------------------------------------- Starport Transportation, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to hire legal counsel. The Debtor proposes to hire JB James Law Firm, PC to give advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. Angela Acree, Esq., at JB James, the attorney designated to represent the Debtor, will charge an hourly rate of $275. Paralegals will charge $125 per hour. JB James does not represent any interest adverse to the Debtor, according to court filings. The firm can be reached through: Angela D. Acree, Esq. JB James Law Firm, PC 4650 S. National, Ste. C-5 Springfield, MO 65810 Tel: 417-886-5940 Fax: 417-886-4343 Email: aacree@jbjameslawfirm.com Email: law@JBJamesLawFirm.com About Starport Transportation Starport Transportation, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W. D. Mo. Case No. 17-60184) on February 28, 2017. The petition was signed by Michael Dean Moss, president. The case is assigned to Judge Arthur B. Federman. At the time of the filing, the Debtor disclosed $1.01 million in assets and $2.3 million in liabilities. STONERIDGE PARKWAY: Aevitas to Get $7.4MM to $8.75MM, Plus 18% -------------------------------------------------------------- Stoneridge Parkway, LLC, filed with the U.S. Bankruptcy Court for the District of Nevada a fourth amended disclosure statement for the Debtor's fourth amended plan of reorganization. As specified in this filing, a critical goal of the Debtor's efforts to stabilize and maintain its business was the ability to obtain sufficient working capital to pay to continue to maintain the 272 acre planned community located in Las Vegas, Nevada, comprised of some 1,520 homes built around a 27 hole championship golf course. The Debtor is currently in negotiations with its secured lender, Aevitas Capital, LLC, as well as a replacement lender, to obtain debtor-in-possession financing to maintain the Property through confirmation of the Plan. Currently, the Golf Course Agreement requires the Debtor to maintain the Property in a clean, safe, attractive and reasonably weed-free condition. Due to the Debtor's acquisition of the Property from Desert Lifestyles, LLC, the Debtor is maintaining the Property as best it can under the circumstances. The Debtor is seeking additional financing to continue maintaining as much of the Property as reasonably possible, including the repair of part of the watering system, which repairs are estimated to cost approximately $15,000. The source of funding for these repairs will come from Danny Modab, the Debtor's managing member, or the Debtor's proposed debtor-in-possession financing, either through Aevitas or Vegas by Locals, LLC. The Golf Course Agreement is the "Second Amended and Restated Reciprocal Easement Agreement and Covenant to Share Costs" entered into by Pulte Homes with then-owner of the Golf Course, Meadowbrook Spa, LLC. The Agreement was recorded on June 14, 2002. By its own terms, the Agreement creates an easement and restrictive covenant attached to the Silverstone Property and the Golf Course. The Debtor also intends on selling approximately 64-90 acres of the 272 acres of the Property for development, and leaving the remaining 182-208 acres of the Property with the Reorganized Debtor for the Silverstone Ranch Community Association and homeowners in full satisfaction of their respective claims against the Debtor. In the previous plan, the Debtor only planned to sell approximately 60 acres of the 272 acres of its Las Vegas property for development to Mr. Modab. The company acquired the Silverstone Ranch Community Golf Course from DLS in 2015. Under the latest plan, the secured claim of Aevitas Capital will be paid in full either on or before June 30, 2017, in the amount of $7,400,000 or as of July 1, 2017, in the amount of $8,802,206, plus simple interest at 18%. If payment is not made by Oct. 15, 2017, Aevitas will be entitled to exercise its rights and remedies under its loan documents, including the note and deed of trust. The previous proposal was to pay Aevitas Capital in full on or June 30, 2017, in the amount of $7,400,000 or July 1, 2017, in the amount of $8,750,000, plus simple interest at 18%. Class 7 general unsecured claimants will be paid 100% of their claims from the Debtor's sale of the Development Property, after payment of all secured, administrative and priority claims. If the strategy is unsuccessful, Class 7 claimants will receive nothing under the plan. The general unsecured claims (apart from Homeowner claims) filed against the estate are in excess of $150,000,000. The Debtor anticipates that through negotiation with the parties during the confirmation process, it may become amenable or in the best interests of the estate and creditors to develop additional land in order to provide for the greater payment of Allowed Claims. A blacklined version of the Fourth Amended Disclosure statement is available at: http://bankrupt.com/misc/nvb16-11627-584.pdf About Stoneridge Parkway Stoneridge Parkway, LLC, a California limited liability company, was formed on Aug. 3, 2015. On Dec. 16, 2015, the Debtor acquired the Silverstone Ranch Community Golf Course, located at 8600 Cupp Drive, Las Vegas, Nevada 89131 from the prior owner, Desert Lifestyles, LLC. Danny Modab is the Debtor's managing member and 90% membership interest holder. Stoneridge Parkway Investors, Inc., a Nevada corporation, is a 10% membership interest holder of the Debtor. The property was formerly a 27-hole golf course; however, the course has not been in operations since Sept. 1, 2015. Currently, the Debtor does not generate income from the property, and when a golf course was operated at the site, it operated at a loss. The Debtor sought protection under Chapter 11 (Bankr. C.D. Cal. Case No. 15-14111) on Dec. 18, 2015. The petition was signed by Danny Modab, managing member. The venue was later transferred to the U.S. Bankruptcy Court for the District of Nevada (Case No. 16-11627). The Debtor estimated assets of $100,000 to $500,000 and debts of $1 million to $10 million. The Debtor is represented by Samuel A. Schwartz, Esq., at Schwartz Flansburg PLLC, in Las Vegas, Nevada. SUMMIT INVESTMENT: Case Summary & 4 Unsecured Creditors ------------------------------------------------------- Debtor: Summit Investment Co., Inc. P.O. Box 4124 Salisbury, NC 28145 Case No.: 17-50230 Chapter 11 Petition Date: March 2, 2017 Court: United States Bankruptcy Court Middle District of North Carolina (Winston-Salem) Judge: Hon. Lena M. James Debtor's Counsel: Brian Hayes, Esq. FERGUSON, HAYES, HAWKINS & DEMAY, PLLC P. O. Box 444 Concord, NC 28026-0444 Tel: 704-788-3211 E-mail: bphafd@fspa.net Total Assets: $1.76 million Total Liabilities: $1.63 million The petition was signed by B.C. Lindsay, Jr., president. A copy of the Debtor's list of four unsecured creditors is available for free at http://bankrupt.com/misc/ncmb17-50230.pdf SUNEDISON INC: Former Executives File Whistleblower Lawsuits ------------------------------------------------------------ Liz Hoffman, writing for The Wall Street Journal, reported that two former executives at SunEdison Inc., filed whistleblower lawsuits claiming they were fired after sounding the alarm about the company's precarious finances. According to the Journal, Carlos Domenech and Pancho Perez, who held senior positions at TerraForm Power Inc. and TerraForm Global Inc., two SunEdison subsidiaries that are key to providing financing to the solar-project developer, sued their former employers and top officials including former SunEdison Chief Executive Ahmad Chatila. They are seeking back pay and damages for what they say were retaliatory firings after they voiced concerns to senior management and the board, the report related. The Journal pointed out that the lawsuits, filed in Maryland federal court, echo much of what was in a Journal article last year that chronicled SunEdison's dizzying collapse and reported that company executives, including Mr. Chatila, had misrepresented its finances to investors before the bankruptcy. Messrs. Domenech and Perez were among a group of senior executives who took their concerns to the board, according to the lawsuits, the report further related. They allege in court filings that they were brushed aside and that company executives pressured them to go along with the revised projections showing the company on firmer footing, the report said. Mr. Domenech was fired in late November 2015, at a board meeting in which several TerraForm executives and board members were replaced by SunEdison appointees, the Journal said, citing regulatory filings. Mr. Perez says he was forced to resign in January 2016, the report added. About SunEdison, Inc. SunEdison, Inc. (OTC PINK: SUNEQ), is a developer and seller of photovoltaic energy solutions, an owner and operator of clean power generation assets, and a global leader in the development, manufacture and sale of silicon wafers to the semiconductor industry. On April 21, 2016, SunEdison, Inc., and 25 of its affiliates each filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case Nos. 16-10991 to 16-11017). Martin H. Truong, the senior vice president, general counsel and secretary, signed the petitions. The Debtors disclosed total assets of $20.7 billion and total debt of $16.1 billion as of Sept. 30, 2015. The Debtors have hired Skadden, Arps, Slate, Meagher & Flom LLP as counsel, Togut, Segal & Segal LLP as conflicts counsel, Rothschild Inc. as investment banker and financial advisor, McKinsey Recovery & Transformation Services U.S., LLC, as restructuring advisors and Prime Clerk LLC as claims and noticing agent. The Debtors employed PricewaterhouseCoopers LLP as financial advisors; and KPMG LLP as their auditor and tax consultant. SunEdison also has tapped Eversheds LLP as its special counsel for Great Britain and the Middle East. Cohen & Gresser LLP has also been retained as special counsel. The Debtors retained Ernst &Young LLP to provide tax-related services. Keen-Summit Capital Partners LLC has been hired as real estate advisor. Binswanger of Texas, Inc. also has been retained as real estate agent. Sullivan & Cromwell LLP serves as counsel to TerraForm Power, Inc., and TerraForm Global, Inc. An official committee of unsecured creditors has been appointed in the case. The Committee tapped Weil, Gotshal & Manges LLP as its general bankruptcy counsel and Morrison & Foerster LLP as special counsel. Togut, Segal & Segal LLP and Kobre & Kim LLP serve as conflicts counsel. Alvarez & Marsal North America, LLC, serves as the Committee's financial advisors. Counsel to the administrative agent under the Debtors' prepetition first lien credit agreement are Richard Levy, Esq., and Brad Kotler, Esq., at Latham & Watkins. Counsel to the administrative agent under the postpetition DIP financing facility are Scott Greissman, Esq., and Elizabeth Feld, Esq. at White & Case LLP. Counsel to the Tranche B Lenders (as defined in the DIP credit agreement) and the steering committee of the second lien creditors are Arik Preis, Esq., and Naomi Moss, Esq., at Akin Gump Strauss Hauer & Field, LLP. Counsel to the administrative agent under the Debtors' prepetition second lien credit agreement is Daniel S. Brown, Esq., at Pillsbury Winthrop Shaw Pittman LLP. The collateral trustee under the Debtors' prepetition second lien credit agreement and the indenture trustee under each of the Debtors' outstanding bond issuances, is represented by Marie C. Pollio, Esq., at Shipman & Goodwin LLP. Counsel to the ad hoc group of certain holders of the Debtors' convertible senior notes is White & Case LLP's Tom Lauria, Esq. SWEET THREE: Seeks to Hire Halabu Law Group as Counsel ------------------------------------------------------ Sweet Three, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire legal counsel in connection with its Chapter 11 case. The Debtor proposes to hire Robert Bassel, Esq., and his contract employee Peter Halabu, Esq., at Halabu Law Group, P.C., to give advice regarding its duties under the Bankruptcy Code, and provide other legal services. Both attorneys charge an hourly rate of $250 for their services. Messrs. Bassel and Halabu disclosed in court filings that they do not hold or represent any interest adverse to the Debtor and its bankruptcy estate, and that they are "disinterested" as defined in section 101(14) of the Bankruptcy Code. Mr. Bassel can be reached through: Robert Bassel, Esq. P.O. Box T Clinton, MI 49236 Phone: (248) 677-1234 Email: bbassel@gmail.com About Sweet Three LLC Sweet Three, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 17-41874) on February 12, 2017. The petition was signed by Abdul Karkoukli, principal. The case is assigned to Judge Phillip J. Shefferly. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. TOSHIBA CORP: Seeks Advise on Potential Westinghouse Chap. 11 Costs ------------------------------------------------------------------- The American Bankruptcy Institute, citing Reuters, reported that Toshiba Corp has asked a Japanese law firm to help estimate the potential financial impact if it decides its U.S. nuclear unit Westinghouse should file for Chapter 11 protection from creditors, sources with knowledge of the matter said. According to the report, citing the two sources, Toshiba is looking at a potential Chapter 11 filing as one of several options for Westinghouse as a means to limit future losses from the Pittsburgh-based company. The Troubled Company Reporter, citing Makiko Yamazaki of Reuters, reported that Toshiba said it was not aware that its U.S. nuclear unit Westinghouse was considering filing for Chapter 11 protection from creditors -- an option analysts say could jeopardize the entire group. Reuters pointed out that the TVs-to-construction conglomerate has been plunged into crisis after it emerged that cost overruns at two U.S. nuclear power plant construction projects would result in a $6.3 billion writedown -- forcing it to put a majority stake in its prized chips business up for sale. Analysts and sources with knowledge of the matter have previously said that even under a Chapter 11 filing, Toshiba could still be on the hook for up to $7 billion in contingent liabilities as it has guaranteed Westinghouse's contractual commitments -- an arrangement typical for the nuclear industry, the report related. Toshiba dispatched a group of experts, including lawyers, to Westinghouse in mid-February to assess the U.S. unit's assets, the two sources said, the report cited. Preliminary estimates from that group show a Westinghouse bankruptcy filing would result in Toshiba having to take a fresh charge of at least 300 billion yen ($2.6 billion), the sources said, the report added. About Toshiba Toshiba Corporation (TYO:6502) -- http://www.toshiba.co.jp/-- is a Japan-based manufacturer involved in five business segments. The Digital Products segment offers cellular phones, hard disc devices, optical disc devices, liquid crystal televisions, camera systems, digital versatile disc (DVD) players and recorders, personal computers (PCs) and business phones, among others. The Electronic Device segment provides general logic integrated circuits (ICs), optical semiconductors, power devices, large- scale integrated (LSI) circuits for image information systems and liquid crystal displays (LCDs), among others. The Social Infrastructure segment offers various generators, power distribution systems, water and sewer systems, transportation systems and station automation systems, among others. The Home Appliance segment offers refrigerators, drying machines, washing machines, cooking utensils, cleaners and lighting equipment. The Others segment leases and sells real estate. As reported in the Troubled Company Reporter-Asia Pacific on Dec. 30, 2016, Moody's Japan K.K. downgraded Toshiba Corporation's corporate family rating (CFR) and senior unsecured rating to Caa1 from B3. Moody's has also downgraded Toshiba's subordinated debt rating to Ca from Caa3, and affirmed its commercial paper rating of Not Prime. At the same time, Moody's has placed Toshiba's Caa1 CFR and long-term senior unsecured bond rating, as well as its Ca subordinated debt rating under review for further downgrade. The TCR-AP reported on Jan. 26, 2017, that S&P Global Ratings said it has lowered its long-term corporate credit rating on Toshiba Corp. to 'CCC+' and its short-term corporate credit and commercial paper program ratings on the company to 'C', all by one notch. All of these ratings remain on CreditWatch with negative implications. S&P also lowered its senior unsecured debt rating on Toshiba two notches to 'B-' from 'B+' and kept the rating on CreditWatch negative. On Dec. 28, 2016, S&P placed the long- and short-term ratings on Toshiba on CreditWatch with negative implications at the same time as lowering the long-term ratings, in response to Toshiba's announcement that it might recognize several JPY100 billion in impairment losses related to goodwill arising from its acquisition of a nuclear power business through U.S.-based Westinghouse Electric Co. LLC, because the goodwill far exceeded the company's initial estimates. TRINITY RIVER: Has Until March 10 to File Plan of Reorganization ---------------------------------------------------------------- Judge Tony M. Davis of the U.S. Bankruptcy Court for the Western District of Texas extended the exclusive periods within which Trinity River Resources, LP, has the exclusive right to file and solicit a plan of reorganization, through and including March 10, 2017 and May 9, 2017, respectively. The Troubled Company Reporter had earlier reported that the Debtor previously sought the extension of its exclusive periods for filing a plan of reorganization through May 1, 2017, and soliciting acceptances to the plan through July 3, 2017. The Debtor related that it continued to make progress on its road to reorganization. The Debtor further related that its independent manager, John T. Young, Jr., at Conway MacKenzie, with the assistance of Conway MacKenzie and T2 Land Resources, had spent considerable time reviewing and evaluating the Debtor's affairs and oil and gas interest, and preparing for a potential sale of those assets. The Debtor added that the Independent Manager had reengaged Scotiabank to restart the sale process. The Debtor contended that it was continuing to negotiate with GeoSouthern Energy Corporation to resolve its objections to the use of seismic data in the Debtor's sale process and post-sale operations of the Debtor's oil and gas properties. The Debtor further contended that while the Debtor believed it had made significant progress in its discussions with GeoSouthern Energy, those negotiations were still ongoing and the Debtor's Independent Manager would need additional time to resolve those issues on a consensual basis. The Debtor told the Court that Anadarko E&P Onshore LLC initiated an adversary proceeding to determine the extent, validity and priority of its disputed interests in Debtor's properties and its disputed claims against the Debtor. The Debtor also told the Court that it had met in person with Anadarko (and/or their professionals) on three separate occasions, and had exchanged information informally. The Debtor added, however, that Anadarko had recently served formal discovery requests on the Debtor. The Debtor asserted that it would need additional time to resolve its dispute with Anadarko. About Trinity River Resources Trinity River Resources, LP, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex. Case No. 16-10472) on April 21, 2016. The petition was signed by Matthew J. Telfer as manager of Trinity River Resources, GP, LLC. Judge Tony M. Davis is assigned to the case. The Debtor estimated assets in the range of $50 million to $100 million and liabilities of up to $500 million. The Debtor has hired Bracewell LLP as counsel. The Debtor has employed John T. Young, Jr., a Senior Managing Director with Conway MacKenzie, as the its independent manager; and has also retained Conway MacKenzie as its financial advisor. The Debtor has employed T2 Land Resources, as ordinary course professionals. TRUMP ENTERTAINMENT: Name Spells Suit Over Discarded Casino Signs ----------------------------------------------------------------- Peg Brickley, writing for The Wall Street Journal Pro Bankruptcy, reported that a discarded "TRUMP" casino sign is the subject of an ongoing lawsuit between the company who removed the sign from the now-closed Atlantic City casino and enterprising young people who bought the sign while driving by the defunct casino in mid-February. According to the report, the suit grew out of an impulse purchase of two massive signs that spelled out the Trump name on the Taj Mahal. It was the largest and glitziest of the three Trump casinos, and the last to be closed, shut down last year amid labor tumult, the report related. Court papers say the signs were sold in a solid transaction and belong to the enterprising young people who spotted the opportunity while driving by the defunct casino in mid-February, the report further related. Noticing the big "TRUMP" signs lying on the ground, they started chatting up the workers who had removed them from the casino, having recognized "the potential value in this iconic architectural artifact," the report said, citing court papers. According to the lawsuit filed in Common Pleas Court in Philadelphia, the price agreed for the two Taj Mahal Trump signs was $250. The buyers took possession and formed a partnership to handle their prize. They called the venture Recycling of Urban Materials for Profit, or RUMP in short, the report said. RUMP's right to cash in on the discarded "TRUMP" signs was challenged when Eastern Sign stepped in, stopping a lively eBay auction in which bidding for one sign had reached $7,500, the report added. According to the lawsuit, Eastern Sign said the original sale of the discarded signs was unauthorized, the report said. RUMP sued Eastern Sign and Trump Taj Mahal Associates LLC, claiming rights to both "TRUMP" signs, the report related. RUMP is seeking damages of $100,000 or a judgment declaring it the rightful owner of the signs, the report added. It noted that a Coca-Cola sign sold for more than that amount, and the Coke sign didn't have the added value of the White House association, the report further related. About Trump Entertainment Resorts Trump Entertainment Resorts Inc., owner of the Atlantic City Boardwalk casinos that bear the name of Donald Trump, returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept. 9, 2014, with plans to shutter its casinos. TER and its affiliated debtors owned and operated two casino hotels located in Atlantic City, New Jersey. At the time of the filing, TER said it would close the Trump Taj Mahal Casino Resort by Sept. 16, 2014, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104. Judge Kevin Gross presides over the Chapter 11 cases. The Debtors tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as noticing and claims agent. TER estimated $100 million to $500 million in assets as of the bankruptcy filing. The Debtors as of Sept. 9, 2014, owed $285.6 million in principal plus accrued but unpaid interest of $6.6 million under a first lien debt issued under their 2010 bankruptcy-exit plan. The Debtors also had trade debt in the amount of $13.5 million. In March 2015, Judge Gross confirmed Trump Entertainment Resorts' Third Amended Joint Plan of Reorganization and Disclosure Statement pursuant to Section 1129 of the Bankruptcy Code. The Plan converted $292.3 million in debt owed to lenders affiliated with Carl Icahn and Icahn Enterprises into 100% of newly issued common stock in the reorganized company, while general unsecured creditors would get $3.5 million. The Disclosure Statement said general unsecured creditors were estimated to recover 0.47% to 0.43% of their total allowed claim amount. Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other affiliates filed for Chapter 11 protection on Feb. 17, 2009 (Bankr. D.N.J. Lead Case No. 09-13654). The Company tapped Charles A. Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel, and Weil Gotshal & Manges as co-counsel. Ernst & Young LLP served as the Company's auditor and accountant and Lazard Freres & Co. LLC was the financial advisor. Garden City Group was the claims agent. The Company disclosed assets of $2,055,555,000 and debts of $1,737,726,000 as of Dec. 31, 2008. Trump Hotels & Casino Resorts, Inc., filed for Chapter 11 protection on Nov. 21, 2004 (Bankr. D.N.J. Case No. 04-46898 through 04-46925). Trump Hotels obtained the Court's confirmation of its Chapter 11 plan on April 5, 2005, and in May 2005, it exited from bankruptcy under the name Trump Entertainment Resorts Inc. ULTRA PETROLEUM: Amended Disclosure Statement Order Entered ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas on February 21, 2017, signed an amended order approving the Disclosure Statement explaining the Company's reorganization plan. The amended order: (1) approves the adequacy of the Disclosure Statement, (2) approves the solicitation and notice procedures related to confirmation of the plan of reorganization, (3) approves the forms of ballots and notices related thereto, (4) approves the rights offering procedures and matters related thereto, (5) schedules certain dates related to plan confirmation process and a proposed Rights Offering, and (6) grants related relief. The Court first entered a Disclosure Statement approval order on February 13, 2017. With respect to the Rights Offering, the amended order defines the "Subscription Commencement Date" as February 21, 2017. Accordingly, as will be reflected in the materials to be distributed in connection with the Rights Offering, the Plan Value under the PSA is $6.0 billion. Plan Support Agreement On November 21, 2016, each of the Ultra Entities entered into a Plan Support Agreement ("PSA") with (i) holders of at least 66.67% of the principal amount of the Company's outstanding 5.750% Senior Notes due 2018 and 6.125% Senior Notes due 2024 and (ii) shareholders who own at least a majority of the Company's outstanding common stock or the economic interests therein and a Backstop Commitment Agreement ("BCA") with a subset thereof. The PSA sets forth the terms and conditions pursuant to which the Ultra Entities and the Commitment Parties have agreed to seek and support a joint plan of reorganization at an aggregate plan value of $6.25 billion, $6.0 billion, or $5.5 billion, depending on commodity prices, for the Ultra Entities which will successfully complete the Reorganization Proceedings. Under the Plan, the total enterprise value of the Ultra Entities will be $6.0 billion; provided, that if the average closing price of the 12-month forward Henry Hub natural gas strip price during the seven trading days preceding the commencement of the Rights Offering solicitation is: (i) greater than $3.65/MMBtu, the Plan Value will be $6.25 billion; or (ii) less than $3.25/MMBtu, the Plan Value will be $5.5 billion. Among other matters, the Plan provides for a comprehensive restructuring of all allowable claims against and interests in the Ultra Entities, including the conversion of the outstanding unsecured senior notes issued by the Company to newly-issued shares of common stock in the Company, the exchange of the outstanding unsecured senior notes issued by UPL's subsidiary Ultra Resources for a combination of new unsecured notes issued by Ultra Resources and cash, the payment in full of all other allowed claims against the Ultra Debtors in cash, and the distribution to each owner of common stock in the Company as of the Plan's record date -- HoldCo Equityholders -- of such owner's pro rata share of the new UPL common stock and the right to participate in the Rights Offering. The PSA provides certain milestones for the restructuring, which the Company is required to use commercially reasonable efforts to satisfy. Failure of the Company to satisfy certain milestones, including: (i) entry of an order approving the Debtors' entry into the BCA by January 20, 2017 and (ii) consummation of the Plan by April 15, 2017 would provide the Plan Support Parties a termination right under the PSA. On February 9, 2017, the Company entered into the First Amendment to the Plan Support Agreement with the Plan Support Parties party thereto. Pursuant to the PSA Amendment, the Required Consenting Parties agreed that the Plan Term Sheet, as modified to accord with the treatment of OpCo Funded Debt Claims and General Unsecured Claims under the Second Amended Plan, is reasonably satisfactory to such parties (as such terms are defined in the Plan Support Agreement). Rights Offering In accordance with the Plan, the BCA and the Rights Offering procedures submitted by the Company in connection with the Plan, the Company will offer eligible debt and equity holders, including the Commitment Parties, the right to purchase shares of new common stock in the Company upon effectiveness of the Plan for an aggregate purchase price of $580.0 million. The Rights Offering will consist of these offerings: -- HoldCo Noteholders shall be granted rights (the "HoldCo Noteholder Rights Offering") entitling each such holder to subscribe for the Rights Offering in an amount up to its pro rata share of new common stock (the "HoldCo Noteholder Rights Offering Shares"), which HoldCo Noteholder Rights Offering Shares, collectively, will reflect an aggregate purchase price of $435.0 million. -- HoldCo Equityholders shall be granted rights (the "HoldCo Equityholder Rights Offering") entitling each such holder to subscribe for the Rights Offering in an amount up to its pro rata share of new common stock (the "HoldCo Equityholder Rights Offering Shares" and, together with the HoldCo Noteholder Rights Offering Shares, the "Rights Offering Shares"), which HoldCo Equityholder Rights Offering Shares, collectively, will reflect an aggregate purchase price of $145.0 million. Backstop Commitment Agreement Under the BCA, the Commitment Parties have agreed to purchase the HoldCo Noteholder Rights Offering Shares and the HoldCo Equityholder Rights Offering Shares, as applicable, that are not duly subscribed for pursuant to the HoldCo Noteholder Rights Offering or the HoldCo Equityholder Rights Offering, as applicable, by parties other than Commitment Parties at an implied 20% discount to the Plan Value, which is the price for the rights offering set forth in the PSA. The Company will pay the Commitment Parties upon the closing of the Rights Offering a Commitment Premium equal to 6.0% of the $580.0 million committed amount (the "Commitment Premium"). The Commitment Premium was fully earned as of January 19, 2017, the date the Backstop Approval Order was entered by the Bankruptcy Court. The Commitment Premium will be paid either in the form of new common stock at the Rights Offering Price, if the Plan is consummated as contemplated in the Plan Support Agreement, or in cash in the amount of 4.0% of the $580.0 million committed amount, if the Backstop Agreement is terminated other than as a result of a material breach by the Commitment Parties. 2016 Annual Results Ultra Petroleum has filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the fiscal year ended December 31, 2016. A copy of the report is available at https://is.gd/KB2WdE The Company reported net income of $56,151,000 for 2016, following net losses of $3,207,220,000 in 2015; and $542,851,000 in 2014. The Company's total operating revenues were down to $721,091,000 in 2016; against $839,111,000 in 2015; and $1,230,020,000 in 2014. At December 31, 2016, the Company had total assets of $1,540,928,000 against total liabilities not subject to compromise of $431,038,000 and liabilities subject to compromise of $4,038,041,000; and total shareholders' deficit of $2,928,151,000. 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. On May 5, 2016, the United States Trustee for the Southern District of Texas appointed an official committee for unsecured creditors of all of the Debtors. On September 26, 2016, the United States Trustee for the Southern District of Texas filed a Notice of Reconstitution of the UCC. The Committee tapped Weil, Gotshal & Manges LLP as its legal counsel; Opportune LLP as advisor; and PJT Partners LP as its financial advisor. Certain other stakeholders have organized for purposes of participating in the Debtors' chapter 11 cases: (i) on June 8, 2016, an informal ad hoc committee of unsecured creditors of subsidiary, Ultra Resources, notified the Bankruptcy Court it had formed and identified its members, most of which are distressed debt investors and/or hedge funds; (ii) on June 13, 2016, an informal ad hoc committee of the holders of senior notes issued by the Company notified the Bankruptcy Court it had formed and identified its members; (iii) on July 20, 2016, an informal ad hoc committee of shareholders of the Company notified the Bankruptcy Court it had formed and identified its members; and (iv) on January 6, 2017, an informal ad hoc committee of unsecured creditors of subsidiary, Ultra Resources, notified the Bankruptcy Court it had formed and identified its members, most of which are insurance companies. ULTRAPETROL BAHAMAS: Hires Prime Clerk as Admin. Advisor -------------------------------------------------------- Ultrapetrol (Bahamas) Limited and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Southern District of New York to employ Prime Clerk LLC as administrative advisor, nunc pro tunc to the February 6, 2017 commencement date. The Debtors require Prime Clerk to: (a) assist with, among other things, solicitation, balloting and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices and institutional holders; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith, if necessary; (d) provide a confidential data room, if requested; (e) manage and coordinate any distributions pursuant to a chapter 11 plan if requested; and (f) provide such other processing, solicitation, balloting and other administrative services described in the Engagement Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Court or the Office of the Clerk of the Bankruptcy Court. Prime Clerk will be paid at these hourly rates: Analyst $25-$45 Technology Consultant $80-$95 Consultant $90-$130 Senior Consultant $135-$160 Director $165-$185 Solicitation $185 Director of Solicitation $200 Prime Clerk will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael J. Frishberg, co-president and chief operating officer of Prime Clerk, 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. Prime Clerk can be reached at: Shai Waisman PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Tel: (212) 257-5450 E-mail: swaisman@primeclerk.com About Ultrapetrol Ultrapetrol -- http://www.ultrapetrol.net/-- is an industrial transportation company serving the marine transportation needs of its clients in the markets on which it focuses. It serves the shipping markets for containers, grain and soy bean products, forest products, minerals, crude oil, petroleum, and refined petroleum products, as well as the offshore oil platform supply market with its extensive and diverse fleet of vessels. These include river barges and pushboats, platform supply vessels, tankers and two container feeder vessels. The Company employs approximately 813 personnel located principally in Argentina (462) and Paraguay (351). Ultrapetrol (Bahamas) Limited and 30 affiliated subsidiaries each filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-22168) Feb. 6, 2017, in order to implement an agreement reached with their lenders and bondholders on the terms of a comprehensive debt restructuring. The Chapter 11 cases are pending before the Hon. Robert D. Drain. Contemporaneously with the petitions, the Debtors filed with the court their Second Amended Joint Prepackaged Plan of Reorganization dated Feb. 6, 2017. The Company and its subsidiaries negotiated and received affirmative votes from all voting lenders and from 99.9% of the Company's note claims voting to accept the Prepackaged Plan. The Debtors have hired Zirinsky Law Partners PLLC as lead attorneys, Hughes Hubbard & Reed LLP as legal counsel, Seward & Kissel LLP as special corporate counsel, Miller Buckfire & Co. LLC as financial advisor, Pistrelli, Henry Martin Y Asociados S.R.L. as independent auditor, Ernst & Young Paraguay as the Debtors' Paraguayan subsidiaries' independent auditor, AlixPartners International, LLC as financial advisor and Prime Clerk LLC as claims, noticing and solicitation agent. UNIVISION COMMUNICATIONS: Moody's Rates $4.4BB Term Loan 'B2' ------------------------------------------------------------- Moody's Investors Service assigned a B2-LGD3 rating to Univision Communications, Inc.'s (Univision or the Company) proposed 7 year, $4.475 billion senior secured term loan due 2024. The proceeds from the offering will be used to retire the company's existing 2020 term loan. In addition, Moody's assigned a B2-LGD3 to a new $850 million revolver due 2022, upsized by $300 million. The transaction is credit positive, as it will extend the maturity date of the revolver and the term loan by four years and lower borrowing costs by approximately 25 bps. The Corporate Family rating and all other instrument level ratings are unchanged. The stable outlook is unchanged. Assignments: Issuer: Univision Communications, Inc. -- Senior Secured Revolving Credit Facility due 2022, Assigned B2 (LGD3) -- Senior Secured Term Loan due 2024, Assigned B2 (LGD3) RATINGS RATIONALE Univision's B2 Corporate Family Rating incorporates the risk posed by its private equity ownership which tolerates high financial leverage and shareholder distributions. In addition, Univision's credit rating is constrained by its high dependence and vulnerability to cyclical advertising demand. The ratings also reflect the growing exposure to competitive threats and potential loss of market share resulting from media fragmentation, as well as the risk to its retransmission fees which regulators, competitors, and affiliates are watching closely. Ratings are supported by the company's national scale and established market position in Spanish-language media, especially in the U.S. With a growing share of the US population, and the fastest growth rate, the Hispanic demographic trends are very supportive of the company's market focus and growth strategies. In addition, the revenue model is growing more balanced as recurring retransmission fees contribute a greater percentage of the overall revenue mix. The strength of the company's Spanish-language media market position is reflected in its very strong EBITDA margin which Moody's expects to remain steady at close to 40% (Moody's adjusted), one of the highest in the sector. The stable rating outlook incorporates Moody's expectation that Univision will grow EBITDA and free cash flow leading to further improvement in credit metrics over the next 12 months. Growth in core ad revenue will be supported by Moody's central economic projection for modest growth in the U.S. and by favorable demographics for Spanish language audiences. Moody's expects additional revenue growth from retransmission fees as well as from recent investments in cable networks. Moody's outlook also assumes the company will maintain good liquidity. Moody's could consider an upgrade if leverage (Moody's adjusted debt-to-EBITDA) is sustained below 6.0x Positive rating action would also be contingent on maintaining good liquidity including free cash flow-to-debt of 5% or more, and a low probability of near term event risks including leveraged transactions or material unfavorable changes in regulation, competitive position, financial policy, capital structure, operating performance, or the business model. Univision's ratings could be downgraded if leverage (Moody's adjusted debt-to-EBITDA) remains above 8.0x. Moody's would also consider negative rating action if revenue growth slows, liquidity erodes, leverage rises with debt-financed transactions, or there were material unfavorable changes in regulations, competitive position, financial policies, capital structure, operating performance or the business model. The principal methodology used in these ratings was Global Broadcast and Advertising Related Industries published in February 2017. Univision Communications Inc., headquartered in New York, is a leading Spanish-language media company in the U.S. operating two segments, Media Networks and Radio. The company is wholly owned by Broadcast Media Partners Holdings, Inc. which is itself owned by Univision Holdings, Inc., an entity principally owned by Madison Dearborn partners, LLC, Providence Equity Partners Inc., Saban Capital Group, Inc., TPG Global, LLC, Thomas H. Lee Partners, L.P. and their respective affiliates and Grupo Televisa S.A.B. and its affiliates. The company's Media Networks segment includes television operations with 59 owned and operated broadcast stations; two leading broadcast networks (Univision Network and UniMas); nine cable networks (including Galavision, Univision tlnovelas, and Univision Deportes), and digital operations (including a network of online and mobile apps as well as video, music and advertising services). Univision Radio includes the company's owned and operated radio stations. For the 12 months ended December 31, 2016 the company's reported revenue totaled $3.0 billion. UNIVISION COMMUNICATIONS: S&P Rates Proposed $4.5BB Loan 'BB-' -------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '2' recovery rating to Univision Communications Inc.'s proposed $4.5 billion senior secured term loan due 2024. The '2' recovery rating indicates S&P's expectation for a substantial recovery (70%-90%; rounded estimate: 70%) of principal in the event of a payment default. S&P's 'B+' corporate credit rating and stable rating outlook on the company are not affected by the proposed transaction. This transaction is leverage neutral as the company is using the proceeds to repay its existing term loans. Pro forma for the transaction leverage will remain at 7x as of Dec. 31, 2016. RATINGS LIST Univision Communications Inc. Corporate Credit Rating B+/Stable/-- New Ratings Univision Communications Inc. Senior Secured $4.5 billion term loan due 2024 BB- Recovery Rating 2(70%) VANGUARD HEALTH: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Vanguard Health & Wellness LLC 1585 Ellingwood Avenue, Suite 100 Des Plaines, IL 60016 Case No.: 17-04707 Chapter 11 Petition Date: February 17, 2017 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Jacqueline P. Cox Debtor's Counsel: Xiaoming Wu, Esq. LEDFORD, WU & BORGES, LLC 105 W. Madison, 23rd Floor Chicago, IL 60602 Tel: 312-853-0200 E-mail: notice@billbusters.com Total Assets: $568,946 Total Liabilities: $1.70 million The petition was signed by Michael Zayats, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb17-04707.pdf VANGUARD HEALTHCARE: Taps Maggart & Associates as Accountant ------------------------------------------------------------ Vanguard Healthcare, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to hire an accountant. The company proposes to hire Maggart & Associates, P.C. to prepare and file income tax returns, and provide other accounting services related to the Chapter 11 cases of the company and its affiliates. The hourly rates charged by the firm are: Partner $230 - $340 Senior Staff $95 - $125 Administrative Staff $58.5 - $85 M. Todd Maggart, a certified public accountant employed with Maggart & Associates, disclosed in a court filing that no member of the firm holds or represents any interest adverse to the Debtors or their bankruptcy estates. The firm can be reached through: M. Todd Maggart Maggart & Associates, P.C. 150 Fourth Avenue North 2150 One Nashville Place Nashville, TN 37219 Tel: (615) 252-6100 Fax: (615) 252-6105 Email: kwilson@maggartpc.com 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 hired Bradley Arant Boult Cummings LLP as counsel and BMC Group as noticing agent. On May 24, 2016, the U.S. trustee for Region 8 appointed an official committee of unsecured creditors. Bass, Berry & Sims PLC serves as its legal counsel. VIOLIN MEMORY: Unsecureds to Recover Up to 8.5% Under Latest Plan ----------------------------------------------------------------- Unsecured creditors of Violin Memory, Inc., will recover up to 8.5% of their claims, according to the company's latest plan to exit Chapter 11 protection. Under the latest plan, Class 4 general unsecured creditors will receive a recovery ranging from 7.5% to 8.5% of the face value of their claims. The company's original plan filed on Feb. 15 proposed to pay unsecured creditors 8% to 9.5% of their claims. Violin Memory projects that approximately 10.5 million to $11.2 million will be available from the "distribution trust" to pay general unsecured claims, according to the latest disclosure statement filed on Feb. 23 with the U.S. Bankruptcy Court for the District of Delaware. A copy of the first amended disclosure statement is available for free at: https://is.gd/SUEDxA About Violin Memory Violin Memory, Inc., develops and supplies memory-based storage systems for high-speed applications, servers and networks in the Americas, Europe and the Asia Pacific. Founded in 2005, the Company is headquartered in Santa Clara, California. Violin Memory sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 16-12782) on Dec. 14, 2016. The petition was signed by Cory J. Sindelar, chief financial officer. At the time of the filing, the Debtor disclosed $38.93 million in assets and $145.4 million in liabilities. Pillsbury Winthrop Shaw Pittman LLP serves as the Debtor's legal counsel while Justin R. Alberto, Esq. and Scott D. Cousins, Esq., at Bayard, P.A., serves as co-counsel. The Debtor has hired Houlihan Lokey Capital, Inc., as financial advisor and investment banker. Prime Clerk LLC serves as administrative advisor. The U.S. Trustee, on Dec. 27, 2016, named three creditors to serve on the official committee of unsecured creditors Wilmington Trust, N.A., Clinton Group, Inc., and Forty Niners SC Stadium Company LC. The Committee hires Cooley LLP as lead counsel, and Elliot Greenleaf as its Delaware counsel. * * * According to Matt Chiappardi at Bankruptcy Law360, Violin Memory told the Bankruptcy Court on Jan. 30, 2017, that a unit of major creditor Soros Fund Management LLC put in the winning bid for its assets with an offer valued at least $14.5 million, but it needs more time to negotiate terms of a Chapter 11 plan sponsorship agreement. Violin Memory filed with the Bankruptcy Court a notice identifying VM Bidco LLC as the winner of its three-day auction in New York. VIREOL BIO ENERGY: Taps Robert Hansen as Accountant --------------------------------------------------- Vireol Bio Energy LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire an accountant. The Debtor proposes to hire Robert Hansen, a certified public accountant, to prepare and file its income tax returns. Mr. Hansen will charge the Debtor an hourly rate of $250 for his services. Mr. Hansen does not represent any interest adverse to the Debtor, according to court filings. About Vireol Bio Energy Vireol Bio Energy is the former operator of an on-again, off-again 55-acre ethanol production facility at 701 S. Sixth Avenue in Hopewell, Virginia. Creditors, which include a division of Dominion Resources, filed an involuntary bankruptcy petition for the Company in November 2015, asking the Bankruptcy Court to determine whether the Company can be forced into Chapter 7 to liquidate any remaining assets. Creditors claimed that the Company and its affiliates left a trail of unpaid bills in the wake of selling the Hopewell plant to a Nebraska firm for $18 million. Bankruptcy Judge Keith Phillips granted on Dec. 14, 2015, Vireol Bio Energy's request to have the Chapter 7 liquidation case converted to one under Chapter 11 reorganization ((Bankr. E. D. Va. Case No. 15-35970). VITAL WELLNESS: Case Summary & 16 Unsecured Creditors ----------------------------------------------------- Debtor: Vital Wellness Home Health, Inc. 651 Amersale Drive, Suite 105 Naperville, IL 60563 Case No.: 17-06398 Nature of Business: Health Care Chapter 11 Petition Date: March 2, 2017 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Janet S. Baer Debtor's Counsel: Laxmi P. Sarathy, Esq. LAXMI P. SARATHY 2235 W Washington Blvd, Unit 1 Chicago, IL 60612 Tel: 312-720-8464 Fax: 3128734774 E-mail: lsarathylaw@gmail.com Total Assets: $1.04 million Total Liabilities: $2.26 million The petition was signed by Jenneth C Panaligan, vice president. A copy of the Debtor's list of 16 unsecured creditors is available for free at http://bankrupt.com/misc/ilnb17-06398.pdf VYCOR MEDICAL: Completes Sale of $656,110 Common Stock and Warrants ------------------------------------------------------------------- On Feb. 23, 2017, Vycor Medical, Inc. completed the sale of $656,110 in shares of Vycor Common Stock and Warrants to accredited investors. The Shares were issued in a private placement pursuant to the terms of Stock Purchase Agreements between the Company and each of the Investors, and was limited to current shareholders of the Company as of November 9, 2016 (the "Record Date"). Together with the sale of $618,607 in shares sold in a closing on January 11, 2017, a total of $1,274,717 has been sold in the Private Placement. The Private Placement was undertaken as a private placement offering under Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) of Regulation D promulgated under the Act since, among other things, the transaction did not involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof. The net proceeds will be used for the further development of both the Vycor VBAS and NovaVision divisions, as well as for general working capital. The Securities comprised one Share at a purchase price $0.21 per share and a Warrant to purchase one Share at an exercise price of $0.27, exercisable over a period of 3 years. A total of 6,070,079 Shares and Warrants to purchase 6,070,079 Shares were issued in the Private Placement. A full-text copy of the Company's Form 8-K filing is available at: https://is.gd/GfQhYO About Vycor Medical Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO) -- http://www.VycorMedical.com/-- is a medical device company committed to making neurological brain, spinal and other surgical procedures safer and more effective. The Company's flagship, Patent Pending ViewSite(TM) Surgical Access Systems represent an exciting new minimally invasive access and retraction system that holds the potential for speedier, safer and more economical brain, spinal and other surgeries and a quicker patient discharge. Vycor's innovative medical instruments are designed to optimize neurosurgical site access, reduce patient risk, accelerate recovery, and add tangible value to the professional medical community. Vycor Medical reported a net loss available to common shareholders of $2.25 million on $1.13 million of revenue for the year ended Dec. 31, 2015, compared to a net loss available to common shareholders of $4.04 million on $1.25 million of revenue for the year ended Dec. 31, 2014. As of Sept. 30, 2016, Vycor had $1.54 million in total assets, $1.14 million in total liabilities, all current, and $399,144 in total stockholders' equity. The Company's auditors Paritz & Company, P.A., in Hackensack, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2015. W.E. YODER: Asks Court to Approve Disclosure Statement ------------------------------------------------------ W.E. Yoder, Inc., filed a motion asking the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to approve its disclosure statement in connection with its chapter 11 plan of reorganization. The Debtor also requests a hearing date for the approval of the disclosure statement. Class 4 under the plan consists of the General Unsecured Claims, including any Deficiency Claims. The Debtor shall make 20 quarterly payments Pro Rata on account of Allowed Unsecured Claims commencing at the end of the quarter immediately following the Effective Date, which at this juncture is projected to be June 30, 2017. Quarterly Plan payments shall be in an amount equal to the "Net Income" accumulated by the Debtor over the prior quarter. Based upon the General Unsecured Claims scheduled by the Debtor, filed by Creditors and the anticipated deficiency claims, the Debtor estimates a return over a five-year period to such holders of General Unsecured Claims of approximately 25%. The funds necessary for the implementation of the Plan shall be from any remaining proceeds of the Stone Harbor Property refinancing and from the Debtor’s Net Income over a 5-year period, on a quarterly basis. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/paeb14-19893-232.pdf About W.E. Yoder W.E. Yoder, Inc., filed a chapter 11 petition (Bankr. E.D. Pa. Case No. 14-19893) on Dec. 18, 2014. The petition was signed by William E. Yoder, president. The Debtor is represented by David B. WET SEAL: Approval of E. Frejka as CPO Sought --------------------------------------------- Andrew R. Vara, the Acting United States Trustee, asks the U.S. Bankruptcy Court for the District of Delaware to enter an Order approving the appointment of Elise S. Frejka as the Consumer Privacy Ombudsman for The Wet Seal, LLC, et al.. The Notice of Appointment of Consumer Privacy Ombudsman was made pursuant to the Order dated February 16, 2017 directing the U.S. Trustee to appoint a CPO for the Debtor. Elise Frejka is further notified that the hearing for approval of the proposed sale of certain Debtors' assets is scheduled on March 3, 2017. Elise Frejka can be reached at: Elise Frejka 205 E. 42nd Street, 20th Floor New York, NY 10017 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 petitions were signed by Judd P. Tirnauer, executive vice president and chief financial officer. The cases are assigned to Judge Christopher S. Sontchi. The Debtors estimated assets in the range of $10 million to $50 million and $50 million to $100 million in debt. The Debtors 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. They also tapped Berkeley Research Group, LLC, as financial advisors; Hilco IP Services, LLC dba Hilco Streambank as intellectual property disposition consultant; and Donlin, Recano & Company as claims and noticing agent. The Official Committee of Unsecured Creditors tapped Cooley LLP and Saul Ewing LLP as its attorneys. WET SEAL: Canadian Retailer YM Prepares Bid for IP Assets --------------------------------------------------------- The American Bankruptcy Institute, citing Jessica DiNapoli of Reuters, reported that Toronto-based retail operator YM Inc. is preparing to submit an offer for the intellectual property of The Wet Seal LLC, as the 55-year-old U.S. teen retailer grapples with its second bankruptcy in the past two years, according to a person familiar with the matter. YM, which owns Canadian chains Stitches, Sirens and Suzy Shier, plans to submit a stalking-horse bid for Wet Seal's intellectual property, according to the Reuters report, citing the person, who asked not to be identified because the deliberations are confidential. The report pointed out that YM has already been active in the United States. An affiliate of YM bought the parent company of women's chains Mandee and Annie Sez out of bankruptcy about four years ago, an acquisition that also saved their store locations, the report said. 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 petitions were signed by Judd P. Tirnauer, executive vice president and chief financial officer. The cases are assigned to Judge Christopher S. Sontchi. The Debtors estimated assets in the range of $10 million to $50 million and $50 million to $100 million in debt. The Debtors 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. They also tapped Berkeley Research Group, LLC, as financial advisors; Hilco IP Services, LLC dba Hilco Streambank as intellectual property disposition consultant; and Donlin, Recano & Company as claims and noticing agent. The Official Committee of Unsecured Creditors tapped Cooley LLP and Saul Ewing LLP as its attorneys. WK CAPITAL: Paying Administrative Expenses and Secured Creditors ---------------------------------------------------------------- WK Capital Enterprises, Inc., asks the U.S. Bankruptcy Court for the District of Kansas to approve and ratify the payment of administrative expenses and disbursement of funds to secured creditor. An Order was entered approving the sale of real property located at 3445 N. Webb Rd., Wichita, Kansas, free and clear of liens and encumbrances to MRM, LLC for $1,365,000. A tentative closing statement provides for these payments: a. Title and closing fee to Security 1st Title, LLC in the total sum of $1,743; b. Broker commission (3%) to Bachrodt Commercial in the sum of $40,950; c. Broker commission (3%) to J.P. Weigand & Sons, Inc. in the sum of $40,950; d. Prorated 2017 real estate taxes from Jan. 01, 2017 to Feb. 27, 2017 in the sum of $3,878; e. Second half 2016 real estate taxes to the Sedgwick County Treasurer in the sum of $12,201; and f. Moving allowance in the amount of $5,000. A copy of the Seller's Statement attached to the Motion is available for free at: http://bankrupt.com/misc/WK_Capital_183_Sales.pdf The Debtor is obligated for the payment of United States Trustee fees calculated on the gross sale proceeds in the sum of $6,500. There is the net sum of $1,253,778 available to be paid to the secured creditor Community Bank of Wichita, Inc. Community Bank of Wichita is owed the sum of $2,998,508 as of Feb. 17, 2017, plus further accruing interest at the rate of $364 per diem from and after Feb. 17, 2017. About WK Capital Enterprises WK Capital Enterprises, Inc., and its subsidiaries Capital Pizza Huts, Inc., Capital Pizza Huts of Vermont, Inc., Capital Pizza of New Hampshire, Inc. are operators of 56 Pizza Hut restaurants in six states. The central business office location for the operation of the 56 restaurants is at 3445 North Webb Road, Wichita Kansas. WK Capital Enterprises, and its three units sought Chapter 11 protection (Bankr. D. Kan. Case Nos. 17-10073 to 17-10076) on Jan. 23, 2017. The petitions were signed by Kenneth Jay Wagnon, president. WK Capital disclosed $1.82 million in total assets and $19.52 million in liabilities. The Debtors tapped Edward J. Nazar, Esq. of Hinkle Law Firm LLC as Bankruptcy Counsel and Dan W. Forker, Jr., Esq. at Forker Suter Robinson & Bell LLC as co-counsel. The Debtors hired Bradley Tidemann and JP Weigand & Sons, Inc. as their a realtor; and Robert L. Simmons of MarshallMorgan, LLC as Broker. No trustee has been appointed and the Debtors remain in possession. The 11 U.S.C. Sec. 341 meeting of creditors is initially set for Feb. 17, 2017. YODER REAL ESTATE: Unsecureds to Recover 25% Under Plan ------------------------------------------------------- Yoder Real Estate Partnership filed a motion asking the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to approve its disclosure statement in supports of its chapter 11 plan of reorganization. The Debtor also requests a hearing date for the approval of the disclosure statement. Class 2 under the plan consists of the Priority and General Unsecured creditors whose claims total less than or are reduced to $5,000 or less, inclusive of interest at the rate of 6% from the filing date to the Effective Date. Any priority and general unsecured creditor may elect to participate in this Class by reducing its claim to $5,000 or less, inclusive of interest at the rate of 6% from the filing date to the Effective Date. The Debtor shall pay this Class in full and payment shall occur on the Effective Date or as soon thereafter as is reasonably practical. Class 3 consists of the General Unsecured Claimants who have claims against both the Debtor and W.E. Yoder, Inc. As a result, Class 3 will be treated in the same manner as the General Unsecured Class of W.E. Yoder, Inc.'s Plan. That is, W.E. Yoder, Inc., will make 20 quarterly payments Pro Rata on account of Allowed General Unsecured Claims to commence at the end of the quarter immediately following the Effective Date, which at this time is projected to be June 30, 2017. Said quarterly payments shall be in an amount equal to the "Net Income" of W.E. Yoder, Inc. accumulated by the Debtor over the prior six months. The Debtor estimates a return over a five-year period to such holders of General Unsecured Claims of approximately 25%. The funds necessary for the implementation of the Plan shall be from any remaining proceeds of the Stone Harbor property refinancing and from the Debtor's Net Income over a 5-year period, on a quarterly basis. Counsel for the Debtor: John A. Gagliardi, Esquire WETZEL GAGLIARDI FETTER & LAVIN LLC 101 E. Evans St., Ste. A West Chester, PA 19380 (484) 887-0779 Phone (484) 887-0779 Fax jgagliardi@wgflaw.com A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/paeb15-11569-167.pdf Headquartered in Kutztown, PA, Yoder Real Estate Partnership filed for Chapter 11 protection (Bankr. E.D. Pa. Case No.: 15-11569)on March 5, 2015, estimating its assets and liabilities at $1 million to $10 million. The petition was signed by William W. Yoder, managing general partner. YOSKAR LIQUORS: Seeks to Hire Scura Wigfield as Legal Counsel ------------------------------------------------------------- Yoskar Liquors, Inc. seeks approval from the U.S. Bankruptcy Court for the District of New Jersey to hire legal counsel. The Debtor proposes to hire Scura, Wigfield, Heyer, Stevens & Cammarota, LLP to give legal advice regarding its duties under the Bankruptcy Code, and provide other legal services related to its Chapter 11 case. The hourly rates charged by the firm are: Partners $425 Associates $375 Paralegals $150 David Stevens, Esq., at Scura Wigfield, disclosed in a court filing that his firm is "disinterested" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: David L. Stevens, Esq. Scura, Wigfield, Heyer, Stevens & Cammarota, LLP 1599 Hamburg Turnpike P.O. Box 2031 Wayne, NJ 07470 Phone: 973-696-8391 Email: dstevens@scuramealey.com About Yoskar Liquors Yoskar Liquors, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-12196) on February 3, 2017. The petition was signed by Luisa Rodriguez, president. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of less than $500,000. ZWEITE STUFE: Maaco Buying Rochester Assets for $115K ----------------------------------------------------- Zweite Stufe, Inc., asks the U.S. Bankruptcy Court for the Eastern District of Michigan to authorize the sale of assets located in its Rochester locations to Maaco Franchising, LLC for $115,000, subject to higher or better offers. The Debtor is a party to "Leases" of the real property and improvements located at 1970 S. Rochester Road, Rochester Hills, Michigan, and 1250 W Hamlin, Rochester Hills, Michigan ("Locations"). Substantially all of the personal property owned by Debtor is located at 1250 W. Hamlin. AMRESCO Commercial Finance, LLC, as agent for Franchise Credit, LLC ("FC"), claims a first-priority security interest and lien granted upon the personal property at the Locations. Anything Electric, Inc., Ambient Temp, Inc., Freeman Construction, LLC, and Blackstone Corp. ("Contractors") claim liens on certain tangible or intangible property located at or relating to the Locations arising from the provision of services and/or the installation of equipment at the Locations. The amount, validity, and priority of the Contractors' liens are disputed by the Debtor and FC. The Debtor has diligently marketed its assets and has negotiated with potential third parties regarding the sale of the Debtor's assets at the Locations. The Debtor asks authority to assume and assign the Leases associated with the Locations, and to sell its tangible and intangible assets relating to or used in connection with its operations at the Locations. The Debtor believes that the landlords will not oppose the assignment. In the event a landlord does not consent, the Debtor and/or the Buyer will submit evidence of the Buyer's financial condition to adequately assure future performance under the Leases. The Debtor and the Buyer have signed a Letter of Intent ("LOI") and are negotiating the terms of an asset purchase agreement ("APA"). The Debtor expects an APA to be finalized before the hearing on the Motion. The Debtor has agreed to sell the assets at the Locations to the Buyer for a total of $115,000. Additionally, the Debtor has agreed to assume the Leases and then assign the Leases to the Buyer. The LOI executed by the parties reflects these terms and conditions: a. The Buyer would acquire all of the Debtor's right title and interest in and to substantially all of the assets relating to or used in connection with the operation of the Locations; b. The conveyance of the Locations and the assets contained therein would be free of all liabilities, obligations, liens and encumbrances except as agreed to by the parties; c. The Debtor will assume the Leases and assign the Leases to the Buyer; d. The purchase price would be $115,000; and e. The transaction is subject to Court approval. A copy of the LOI, and the list of those Leases and the parties to the Leases, along with any cure amounts which will be paid at closing, attached to the Motion is available for free at: http://bankrupt.com/misc/Zweite_Stufe_128_Sales.pdf FC has consented to Debtor withholding $10,000 of sale proceeds to be held in escrow to fund the Debtor's professional fees as allowed by the Court ("Holdback") to be held in the Stevenson & Bullock, P.L.C. IOLTA Account. FC's consent to the sale is contingent upon the Debtor remitting all proceeds of sale at closing to FC, other than the Holdback. The Debtor asks the Court to authorize the Debtor to sell the assets contained at the Locations, as well as any intangible assets relating thereto to the Buyer or a higher and better bidder free and clear of all liens, claims and encumbrances. The Debtor asks that the stays imposed by Fed. R. Bankr. P. 6004(h) and 6006(d) be modified so that any order granting the Motion becomes effective immediately. The Purchaser is represented by: Howard Marc Spector, Esq. SPECTOR & JOHNSON, PLLC 12770 Coit Road, Suite 1100 Dallas, TX 75251 About Zweite Stufe Zweite Stufe, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Mich. Case No. 16-53059) on Sept. 21, 2016, disclosing under $1 million in both assets and liabilities. Elliot G. Crowder, Esq., at Stevenson & Bullock, P.L.C. No official committee of unsecured creditors has been appointed in the case. [*] Linda Worton Jackson Joins Pardo Gainsburg as Name Partner -------------------------------------------------------------- Linda Worton Jackson, Esq., is merging her bankruptcy and corporate practice into Pardo Gainsburg, PL's real estate and construction law firm to provide even more comprehensive services to her clients and those of Pardo Gainsburg. Ms. Jackson has been practicing law in Miami for more than 30 years, first as a shareholder at Greenberg Traurig, and then as the founder of her own law firm. The new firm will be known as Pardo Jackson Gainsburg, PL, with specialties in real estate, corporate, construction law, bankruptcy, commercial litigation and hotel/hospitality law. Pardo Jackson Gainsburg, PL, will be spearheaded by two former Greenberg Traurig shareholders -- Stevan Pardo and Linda Worton Jackson -- who spent a combined 25 years at Greenberg Traurig. After leaving there, Ms. Jackson founded Salazar Jackson. This new firm will have the feel of a small boutique practice with the quality to which Jackson and Pardo had become accustomed at Greenberg Traurig. "Pardo Gainsburg's longstanding reputation for providing clients with top-notch legal service was a huge draw for me," said Ms. Jackson. "The firm is a perfect fit for my clients, as it will add expertise in hospitality, real estate and construction litigation, as well as expanding my existing practice areas of bankruptcy and corporate work." Ms. Jackson, who will chair the firm's Corporate and Financial Services and Bankruptcy departments, is considered among the most accomplished business and insolvency practitioners in South Florida. She has developed a reputation as the go-to person for sales, acquisitions, corporate reorganization and complex bankruptcy cases. "Linda's practice dovetails with everything else we do," said Stevan Pardo, who chairs the firm’s Construction and Corporate Hospitality practices. "Her depth of professional experience will prove to be invaluable to our clients as we continue to grow our existing practice." In addition to being rated AV Preeminent, Ms. Jackson has received numerous awards, including recognition as a Florida Super Lawyer and a leader in her field by Chambers USA for her work in the areas of corporate law and bankruptcy. She also was awarded Most Effective Lawyer by the South Florida Business Journal, and named an "Attorney to Watch" by American Lawyer Magazine. Ms. Jackson can be reached at: Linda Worton Jackson PARDO JACKSON GAINSBURG, PL Tel: (305) 358-1001 E-mail: ljackson@pardojackson.com Web site: http://www.pardojackson.com Nathan Hale, writing for Bankruptcy Law360, reports that Ms. Jackson's former firm will relaunch as Salazar Law LLP. About Pardo Jackson Gainsburg, PL Pardo Jackson Gainsburg, PL -- https://pardojackson.com -- is a Miami-based business law firm that represents clients in all areas of real estate, construction, hotel/hospitality, litigation, creditors' rights, and corporate matters. The firm handles complicated business and construction litigation, with an emphasis on complex commercial, construction law and insurance defense, and represents clients in corporate transactions, including loan origination and workouts, contracts and mergers and acquisitions. ********* 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 ***