/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/160204.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, February 4, 2016, Vol. 20, No. 35 Headlines 772702 ONTARIO: Files for Bankruptcy; Creditor's Meeting Feb. 18 AERO SKY AIRCRAFT: Case Summary & 19 Largest Unsecured Creditors AFFIRMATIVE INSURANCE: Asserts Cases Should Remain in Ch. 11 AFFIRMATIVE INSURANCE: Long Meadow Reports 12.5% Stake AMERICAN APPAREL: Net Loss Widens to $25.5M in 3rd Quarter 2015 AOXING PHARMACEUTICAL: Appoints Chief Financial Officer ARCH COAL: Has Interim Approval of $275 Million DIP Facility ARCH COAL: Wins Interim OK to Continue Securitization Facility ATNA RESOURCES: Court Approves Key Employee Retention Plan AUTO POINT: Justices Urged to Ax Award Over Settlement Clawback BEAZER HOMES: OppenheimerFunds Reports 7.3% Stake as of Dec. 31 BEEF AND BRITCHENS: Case Summary & 2 Largest Unsecured Creditors BLACK ELK: Inks Agreement to Resolve JAB Admin Claim BLACK ELK: Norton Rose Files Rule 2019 Statement BOOMERANG SYSTEMS: Can Tap Berg & Andrphy to Handle Liberty Suit BRIAN K. SMITH: Firms Want Whistleblower Dismissed from FCA Suit CACHE INC: Miller No Longer 5% Shareholder as of Feb. 1 CAESARS ENTERTAINMENT: Seeks Mediator for Help with Restructuring CALMARE THERAPEUTICS: Bard Assoc. Has 12.6% Stake as of Dec. 31 CARE RX PHARMACY: Case Summary & 17 Largest Unsecured Creditors CIRCUIT CITY: To Return This Summer With Web Site, Dallas Store CREATIVE FINANCE: Court Denies Recognition Under Sec. 1517 CUBIC ENERGY: Confirmation Date Pushed Back under Revised PSA DECARLOAN ENTERPRISES: Case Summary & 20 Top Unsecured Creditors DIGIPATH INC: Anton & Chia Expresses Going Concern Doubt ELBIT IMAGING: Approves NIS 40 Million Series H Notes Buyback ENERGY & TECHNOLOGY: MaloneBailey Expresses Going Concern Doubt EQUITY COMMONWEALTH: Moody's Affirms Ba1 Preferred Stock Rating ESTONNA MANAGEMENT: Case Summary & 10 Largest Unsecured Creditors EXGEN TEXAS: Moody's Lowers Rating on Term Loan B to B2 FIRST DATA: Winslow Capital Holds 14.7% Stake as of Dec. 31 FOREST PARK REALTY: Seeks Authority to Use Sabra's Cash Collateral FREEDOM COMMUNICATIONS: Panel's Challenge Period Moved to Feb. 8 FREEDOM COMMUNICATIONS: Proposes March 16 Auction for All Assets GT ADVANCED: Ch. 11 Plan Goes to March 3 Confirmation Hearing HAGGEN HOLDINGS: Court Approves Zolfo Cooper as Panel's Consultant HAGGEN HOLDINGS: Hires Huntley Mullaney as Real Estate Consultant HAGGEN HOLDINGS: Hires KPMG LLP as Tax Consultants HAGGEN HOLDINGS: Taps Morris Nichols as Special Litigation Counsel HAGGEN HOLDINGS: Wants to Begin Puyallup Store Closing Sales HANCOCK FABRICS: Files for Chapter 11 Bankruptcy Anew HML ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors HORSEHEAD HOLDING: Files for Chapter 11 to Restructure Debt JHK INVESTMENTS: CBIZ' Fees Cap Increased $48K for Additional Tasks KALOBIOS PHARMACEUTICALS: Balks at UST Bid for Independent Trustee KALOBIOS PHARMACEUTICALS: UST Balks at Morris Nichols Hiring KU6 MEDIA: Gets Acquisition Proposal From Controlling Shareholder LAGO RESORT: Moody's Assigns B2 Rating on $255MM 1st-Lien Facility LATTICE INC: Bard Associates Holds 6.3% Stake as of Dec. 31 MAGNUM HUNTER: Files Bankruptcy Rule 2015.3 Report METINVEST BV: Gets Temporary Creditor Shield in United States MGM RESORTS: Unit Inks $525 Million Credit Agreement with BofA MILLER ENERGY: Confirms Amended and Revised Plan of Reorganization MOBIVITY HOLDINGS: Holds Meeting with Investors and Analysts MODULAR SPACE: Moody's Lowers CFR to Caa1 & Puts on Review NEPHROS INC: Estimates $1.8M Net Product Revenue for 2015 NEW GULF RESOURCES: Can Pay $250K to 10 Non-Insider Employees NEW GULF RESOURCES: Stroock Represents 2nd Lien Noteholders NORANDA ALUMINUM: Terminates Registration of 11% Senior Notes OMINTO INC: Mayer Hoffman Expresses Going Concern Doubt PICO HOLDINGS: Board Seeks to Thwart Leder Bid for Special Meeting PINEGATES LLC: Case Summary & 3 Largest Unsecured Creditors PLEASE TOUCH MUSEUM: Files First Amended Reorganization Plan PRECISION OPTICS: Amends 1.6 Million Shares Prospectus RCS CAPITAL: Proposes Procedures to Protect NOLs RCS CAPITAL: Wants to Reject 16 Contracts and Unexpired Leases RELATIVITY MEDIA: Gets Kevin Spacey's Guidance with Exit RR DONNELLEY: Moody's Lowers Rating to Ba3, Outlook Developing RX PRO OF MISSISSIPPI: Case Summary & 13 Top Unsecured Creditors RX PRO PHARMACY: Case Summary & 10 Largest Unsecured Creditors RYCKMAN CREEK: Files for Chapter 11 Bankruptcy Protection SEASPRAY RESORT: Case Summary & 12 Largest Unsecured Creditors SECURED CAPITAL INVESTMENTS: Receiver Proposes to Auction Assets SECURED CAPITAL INVESTMENTS: Receiver Wants Court to Set Bar Date SEMILEDS CORP: Going Concern Doubt Amid Losses Since Inception SFX ENTERTAINMENT: Has Interim OK to Tap $80M in DIP Loans SIMPLY FASHION: Plan Filing Exclusivity Ends Feb. 10 STRATA SKIN: Obtains $12 Million Under MidCap Credit Agreement TELKONET INC: Bard Associates Reports 12.5% Stake as of Dec. 31 TENET HEALTHCARE: Glenview Capital Beneficially Owns 17.9% Stake TORQUED-UP ENERGY: Can Hire Dore Law as Counsel in Texas Suit TORQUED-UP ENERGY: Has Final Authority to Use Cash Collateral TRI STATE TRUCKING: Adds IRS and CAT Financial to Creditors List UTSA APARTMENTS 5: Case Summary & Largest Unsecured Creditor UTSA APARTMENTS 5: Wants Duplicate Case Dismissed, Seeks Refund VARIANT HOLDING: Seeks April 20, 2016 Confirmation Hearing VERSO CORPORATION: Files Confidential Information with SEC VUZIX CORP: May Sell $100 Million Worth of Securities WAFERGEN BIO-SYSTEMS: Perkins Reports 7.6% Stake as of Oct. 16 WALTER ENERGY: Selling Remaining U.S. Assets to Seminole WAVE SYSTEMS: Chapter 7 Filing Constitutes Default WEST CORP: Reports Fourth Quarter and Full Year 2015 Results WESTMORELAND COAL: Closes San Juan Mine Acquisition & Financing WHISKEY ONE: Court Denies Polm Bid for Ch. 11 Trustee ZLOOP INC: Has Until March 6, 2016 to Decide on Unexpired Leases [*] U.S. Chamber Issues Statement on Senate Judiciary FACT Hearing [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 772702 ONTARIO: Files for Bankruptcy; Creditor's Meeting Feb. 18 ---------------------------------------------------------------- The bankruptcy of 772702 Ontario Inc. occurred on Jan. 27, 2016, and the first meeting of creditors will be held on Feb. 18, 2016, at 10:00 a.m., at the trustee's offices at 2300 Yonge Street, Suite 1701 in Toronto, Ontario. The trustee can be reached at: James Williams & Associates Inc. 2300 Young Street, Suite 1701 Toronto, ON M4P 1E4 AERO SKY AIRCRAFT: Case Summary & 19 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Aero Sky Aircraft Maintenance, Inc. 2030 First Ave. San Antonio, TX 78216 Case No.: 16-50299 Chapter 11 Petition Date: February 2, 2016 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Hon. Ronald B. King Debtor's Counsel: Martin Warren Seidler, Esq. LAW OFFICES OF MARTIN SEIDLER 11107 Wurzbach Rd, Suite 504 San Antonio, TX 78230 Tel: (210) 694-0300 Email: seidlerlaw@yahoo.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Bernard Fourrier, president. A list of the Debtor's 19 largest unsecured creditors is available for free at http://bankrupt.com/misc/txwb16-50299.pdf AFFIRMATIVE INSURANCE: Asserts Cases Should Remain in Ch. 11 ------------------------------------------------------------ Affirmative Insurance Holdings, Inc., and its debtor affiliates oppose the Official Committee of Unsecured Creditors request for the Bankruptcy Court to convert the Chapter 11 cases to cases under Chapter 7 of the Bankruptcy Code. As previously reported by The Troubled Company Reporter, The committee explains, "The Committee brings this motion to convert the Debtors' cases because the Debtors have no business to reorganize, the Debtors' estates are administratively insolvent, and, currently, the Debtors have no hope of confirming a feasible plan of reorganization or liquidation. "Converting the Chapter 11 Cases at this juncture will allow an independent Chapter 7 trustee, not influenced by the Debtors' management, to pursue and seek to monetize un-liquidated and contingent assets for the benefit of the Debtors' creditors, including holders of the Debtors' approximately $100 million in unsecured debt (the Committee's constituents). These cases are straight liquidations with no benefit whatsoever to remaining in Chapter 11 and incurring costs to the estate that would be incurred in Chapter 7. Recently, the Debtors, the Debtors' secured lender, the Illinois insurance regulator, and the Committee attempted to negotiate the terms of a plan of liquidation," the Committee further stated in its motion. The Debtors, in response, refute the Committee's argument that they are not administratively insolvent, alleging that currently it has access to approximately $750,000 of unencumbered cash. The Debtors relate that prior to the Petition Date, they served as managing general agents for various state-regulated insurance companies that possess the certificates of authority necessary to transact business and issue policies from which the Debtors collected insurance premiums for the policies issued by the Regulated Entities, and these insurance premiums were regularly deposited into at least two of the Debtors' Premium Accounts. Approved insurance claims paid to insured parties and claimants were also funded from funds held in the Premium Accounts, the Debtors add. The Debtors further relate that as of the Petition Date, the aggregate balances in the Premium Accounts were $572,440 and $168,859, respectively. Moreover, the Debtors say that no person has filed a proof of claim or any pleading in these Chapter 11 Cases asserting that the funds held in the Premium Accounts are not the Debtors' property, although Affirmative Insurance Company, a Regulated Entity and subsidiary of the Debtors, has asserted informally through counsel that the insurance premiums deposited into the Premium Accounts are held in trust for the benefit of AIC. The Debtors argue that the Motion to Convert is premature for being filed a mere three months after the Petition Date when the Debtors were still actively engaged in negotiations regarding a plan, and the Committee has not demonstrated the absence of a reasonable likelihood of rehabilitation at this time. The Debtors dispute the Committee's allegation that they do not have the ability to confirm a plan alleging that any proposed plan would provide for the payment of administrative expense claims and would also resolve a number of outstanding, and important, issues, including the Debtors' net operating losses, the dispute over $8.5 million held in the Debtors' bank account, and certain litigation claims. The Debtors argue further that if the Court affords them additional time to continue their negotiations toward a confirmable plan, it would be in the best interests of their creditors. Accordingly, the Debtors assert that a bankruptcy petition should not be dismissed where a liquidating plan would benefit all creditors and the bankruptcy served the purpose of allowing the debtor to wind up its affairs and obtain confirmation of a liquidating plan. Committee Talks Back The Committee points out that the Debtors would still be administratively insolvent even if the Debtors now claim it holds approximately $750,000 in encumbered funds, that is, if given the benefit of the doubt regarding the unclaimed funds in their premium trust accounts. Even if the Debtors were not administratively insolvent, they will be in a matter of weeks for as long as their cases remain in Chapter 11, they will have expenses -- mainly professional fees, but also their executives' salaries at $71,000 per month, post-petition taxes and other charges -- accruing on a daily basis, the Committee further points out. According to the Committee, this burn will continue and soon render the Debtors administratively insolvent if they are not already which is a cause for conversion under Section 1112(b)(4)(A) because there is a "substantial or continuing loss to or diminution of the estate and absence of a likelihood of rehabilitation." Moreover, the Committee asserts that as to timing, Section 112(b) contains no restriction on the period which a case may be converted, and thus, the bankruptcy court is not compelled to wait a certain period of time before ordering conversion of the case where there is no reasonable possibility of an effective reorganization to the detriment of creditors. There is manifestly no reasonable possibility of an effective reorganization and as the Illinois Rehabilitator notes, these cases are not only "rudderless" but also hopeless, therefore, remaining in Chapter 11 is futile, the Committee further asserts. Illinois Rehabilitator Responds Anne Melissa Dowling, Acting Director of Insurance of the State of Illinois, not individually, but solely as the statutory and court-affirmed rehabilitator of Affirmative Insurance Company, criticized the Debtors' objection for being replete with misstatements, omissions, and admissions that show that the Debtors cannot be trusted as debtors in possession. According to Ms. Dowling, the Debtors fail to disclose that the funds at issue are held in express trusts, i.e. in "Premium Fund Trust Accounts", under Illinois insurance regulations. She points out that pursuant to Ins. Reg. 3113.40: (a) the Debtors have an "obligation to hold . . . premiums in a fiduciary capacity."; (b) All monies deposited into a Trust Account are considered to be fiduciary funds until lawfully withdrawn; and (c) Trust Accounts shall not be used as a general operating account or claim payment account. The Illinois Rehabilitator adds that, while Ins. Reg. Section 3113.40 allows a limited variety of non-premium funds to be deposited in the Trust Accounts, those non-premium funds may be withdrawn only if they can be matched with corresponding deposits or if they constitute interest or other non-premium revenue to which the Debtors were entitled. She posits that the funds in the Trust Accounts are not to be used to pay claims or for general operating purposes, and therefore, at no time should the balance in the Trust Account drop below the amount of premium money held in trust for if it does, the Debtors "shall be deemed to have misappropriated fiduciary funds and to have acted in a financially irresponsible manner." She also alleges that the Debtors' officers may have mishandled the Trust Funds, leaving insufficient funds to pay valid refund claims and is investigating making claims against the Debtors' officers for their breaches of duty. The Illinois Rehabilitator also refutes the Committee for advocating conversion based on wishful thinking and hypothesized causes of action so vaguely described. According to Ms. Dowling, to the extent any causes of action against the Debtors resulted in a judgment, it would be worthless because in the rehabilitation proceeding policy holders must be paid in full before other creditors receive any distributions from the rehabilitation estate. As to causes of action that would also exist outside of bankruptcy against directors, officers, JCF, and Confie, the Committee's constituents and the Debtors' principal creditors are not a diffuse aggregation of hundreds or thousands of mom-and-pop stores; they are four sophisticated investment funds and an institutional indenture trustee, all of whom are well able to prosecute, and pay for, lawsuits against Debtors' directors, officers, and secured lenders, if such causes of action have merit, the Illinois Rehabilitator points out. Dismissal of the Cases would place the burden of asserting their rights against the Debtors on these experienced market participants, where that burden belongs, the Illinois Rehabilitator argues. Affirmative Insurance Holdings, Inc., et al. are represented by: Christopher A. Ward, Esq. Shanti M. Katona, Esq. Jarrett Vine, Esq. POLSINELLI PC 222 Delaware Avenue, Suite 1101 Wilmington, Delaware 19801 Telephone: (302) 252-0920 Facsimile: (302) 252-0921 Email: cward@polsinelli.com skatona@polsinelli.com jvine@polsinelli.com -- and -- Timothy W. Walsh, Esq. Darren Azman, Esq. MCDERMOTT WILL & EMERY LLP 340 Madison Avenue New York, New York 10173-1922 Telephone:(212) 547-5400 Facsimile: (212) 547-5444 Email: twwalsh@mwe.com dazman@mwe.com The Official Committee of Unsecured Creditors is represented by: Jeremy W. Ryan, Esq. Etta R. Mayers, Esq. POTTER ANDERSON & CORROON LLP 1313 North Market Street, Sixth Floor P.O. Box 951 Wilmington, DE 19899-0951 Telephone: (302) 984-6000 Facsimile: (302) 658-1192 Email: jryan@potteranderson.com emayers@potteranderson.com -- and –- Todd Meyers, Esq. KILPATRICK TOWNSEND & STOCKTON LLP 1100 Peachtree Street NE, Suite 2800 Atlanta, GA 30309-4528 Telephone: (404) 815-6500 Facsimile: (404) 815-6555 Email: Tmeyers@kilpatricktownsend.com Anne Melissa Dowling, Acting Director of Insurance of the State of Illinois, is represented by: Mark Minuti, Esq. Teresa K. D. Currier, Esq. SAUL EWING LLP 222 Delaware Avenue, Suite 1200 P.O. Box 1266 Wilmington, DE 19899 Telephone: (302) 421-6840 / 6826 Facsimile: (302) 421-5873 / 5861 Email: mminuti@saul.com tcurrier@saul.com -- and -- Faye B. Feinstein, Esq. Christopher Combest , Esq. QUARLES & BRADY LLP 300 North LaSalle Street, Suite 4000 Chicago, Illinois 60654 Telephone: (312) 715-5000 Facsimile: (312) 715-5155 Email: faye.feinstein@quarles.com christopher.combest@quarles.com About Affirmative Insurance Affirmative Insurance Holdings, Inc., Affirmative Management Services, Inc., Affirmative Services, Inc., Affirmative Underwriting Services, Inc., Affirmative Insurance Services, Inc., Affirmative General Agency, Inc., Affirmative Insurance Group, Inc. and Affirmative, L.L.C. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Proposed Lead Case No. 15-12136) on Oct. 14, 2015. The petition was signed by Michael J. McClure as chief executive officer. The Debtors have engaged McDermott Will & Emery LLP as general bankruptcy counsel, Polsinelli PC as local Delaware counsel, Faegre Baker Daniels LLP as special regulatory counsel, BDO USA LLP as financial consultant and Rust Consulting/Omni Bankruptcy as notice and claims agent. The Debtors disclosed total assets of $25.20 million and total debts of $91.26 million as of Aug. 31, 2015. Founded in June 1998, Affirmative provides non-standard personal automobile insurance policies for individual consumers in targeted geographic markets. NSPAI policies provide coverage to drivers who find it difficult to obtain insurance from standard automobile insurance companies due to their lack of prior insurance, age, driving record, limited financial resources, or other factors. On October 30, 2015, the Office of the U.S. Trustee appointed five creditors to the official committee of unsecured creditors. AFFIRMATIVE INSURANCE: Long Meadow Reports 12.5% Stake ------------------------------------------------------ Long Meadow Holdings, L.P.; Long Meadow Investors, LLC; Jonathan W. Old, III, and Michael J. Moss disclosed in a Schedule 13G/A (Amendment No. 11) report that they jointly filed with the Securities and Exchange Commission that they may be deemed to beneficially own shares of common stock of Affirmative Insurance Holdings, Inc. Holdings beneficially owns 2,022,500 shares of Affirmative, which constitutes 12.5% of the Company's Common Stock outstanding. LMI is the general partner of Holdings and because it could be deemed to share voting and dispositive power with Holdings over the 2,022,500 shares of the Company's Common Stock owned by Holdings, LMI may be deemed to be the beneficial owner of such Common Stock. LMI disclaims beneficial ownership of all shares of the Company's Common Stock held by other persons. Mr. Old is a managing member of LMI. Because Mr. Old is a managing member of the general partner of LMH, and because he could be deemed to share with LMI voting and dispositive power over the 2,022,500 shares of the Company's Common Stock held by LMH, Mr. Old may be deemed to be the beneficial owner of such Common Stock. Mr. Old disclaims beneficial ownership of all shares of the Company's Common Stock held by other persons. Therefore, Mr. Old may be deemed to be the beneficial owner of an aggregate of 2,022,500 shares, which constitutes 12.5% of the Company's Common Stock outstanding. Mr. Moss is a managing member of LMI. Because Mr. Moss is a managing member of the general partner of Holdings and shares the responsibilities of managing LMI with Mr. Old, and because he could be deemed to share with LMI and Mr. Old voting and dispositive power over the 2,022,500 shares of the Company's Common Stock held by Holdings, Mr. Moss may be deemed to be the beneficial owner of such Common Stock. Mr. Moss is the beneficial owner of 41,169 shares of the Company's Common Stock that he holds personally. Additionally, Mr. Moss' spouse hold an aggregate of 19,649 shares of the Company's Common Stock, and therefore Mr. Moss may be deemed to be the beneficial owner of such Common Stock. Therefore, Mr. Moss may be deemed to be the beneficial owner of an aggregate of 2,083,318 shares, which constitutes 12.9% of the Company's Common Stock outstanding. Mr. Moss disclaims beneficial ownership of all shares of the Company's Common Stock held by other persons. A copy of that report is available at http://1.usa.gov/1SF1qeW About Affirmative Insurance Affirmative Insurance Holdings, Inc., Affirmative Management Services, Inc., Affirmative Services, Inc., Affirmative Underwriting Services, Inc., Affirmative Insurance Services, Inc., Affirmative General Agency, Inc., Affirmative Insurance Group, Inc. and Affirmative, L.L.C. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Proposed Lead Case No. 15-12136) on Oct. 14, 2015. The petition was signed by Michael J. McClure as chief executive officer. The Debtors have engaged McDermott Will & Emery LLP as general bankruptcy counsel, Polsinelli PC as local Delaware counsel, Faegre Baker Daniels LLP as special regulatory counsel, BDO USA LLP as financial consultant and Rust Consulting/Omni Bankruptcy as notice and claims agent. The Debtors disclosed total assets of $25.20 million and total debts of $91.26 million as of Aug. 31, 2015. Founded in June 1998, Affirmative provides non-standard personal automobile insurance policies for individual consumers in targeted geographic markets. NSPAI policies provide coverage to drivers who find it difficult to obtain insurance from standard automobile insurance companies due to their lack of prior insurance, age, driving record, limited financial resources, or other factors. On October 30, 2015, the Office of the U.S. Trustee appointed five creditors to the official committee of unsecured creditors. AMERICAN APPAREL: Net Loss Widens to $25.5M in 3rd Quarter 2015 --------------------------------------------------------------- American Apparel, Inc., on Monday delivered to the Securities and Exchange Commission a copy of its Form 10-Q quarterly report for the three-month period ended Sept. 30, 2015. American Apparel posted wider net loss of $25.560 million during the period, compared to a net loss of $19.184 million during the same period in 2014. Net loss was $71.334 million during the nine-month period ended Sept. 30 compared to $40.855 million during the same period in 2014. Net sales, the Company said, were $126.052 million for the quarter, down $155.869 million for the same period in 2014. Net sales were $384,709 million for the nine-month period ended Sept. 30, down $455.362 million for the same period in 2014. American Apparel said total assets were $244.497 million as of Sept. 30 against total liabilities of $432.173 million. Stockholders' deficit was $187.676 million as of Sept. 30. A copy of the Form 10-Q report is available at http://1.usa.gov/1PTWN1C About American Apparel American Apparel, Inc., American Apparel (USA), LLC, American Apparel Retail, Inc., American Apparel Dyeing & Finishing, Inc., KCL Knitting, LLC and Fresh Air Freight, Inc. sought Chapter 11 bankruptcy protection (Bankr. D. Del. Proposed Lead Case No. 15-12055) on Oct. 5, 2015. The petition was signed by Hassan Natha as chief financial officer. The Debtors reported total assets of $199,360,934 and total liabilities of $397,576,744. The Debtors and their non-debtor affiliates operate a vertically integrated manufacturing, distribution, and retail business focused on branded fashion-basic apparel, employing approximately 8,500 employees across six manufacturing facilities and approximately 230 retail stores in the United States and 17 other countries worldwide. The Debtors have engaged Jones Day as restructuring counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, Moelis & Company as investment banker, FTI Consulting, Inc. as financial advisor, DJM Real Estate as real estate consultant and Garden City Group, LLC as claims and noticing agent. * * * The Debtors filed a proposed Joint Plan of Reorganization that contemplates converting more than $200 million of senior notes into equity interests of the reorganized American Apparel. On Nov. 20, 2015, the Court approved the Disclosure Statement and set a Jan. 7, 2016 voting deadline and a Jan. 20 plan confirmation hearing. On Jan. 10, the Debtors received a letter from former CEO Dov Charney disclosing a proposed $300 million alternative transaction that will be funded by Hagan Capital Group and Silver Creek Capital Partners but American Apparel rejected the proposal. On Jan. 25, 2016, the Court held a telephonic hearing, granting confirmation of the Debtors' First Amended Plan, provided certain revisions were made to the First Amended Plan and the proposed confirmation order. On Jan. 27, the Court entered an order confirming the Plan. AOXING PHARMACEUTICAL: Appoints Chief Financial Officer ------------------------------------------------------- Aoxing Pharmaceutical Company, Inc.'s Board of Directors appointed Zheng James Chen to serve as the Company's chief financial officer, effective on Feb. 1, 2016, according to a Form 8-K report filed with the Securities and Exchange Commission. Guoan Zhang, who had been serving as interim CFO, will remain with the Company as senior vice president for finance. Zheng James Chen was employed from 2012 to 2016 as chief financial officer of Origin Agritech Limited, an agricultural biotechnology company headquartered in Beijing. From 2008 to 2012 Dr. Chen was employed as an investment manager by the Abu Dhabi Investment Authority, which is the sovereign wealth fund for the government of Abu Dhabi. From 2003 to 2008, Dr. Chen worked as an equity research analyst in three companies: Fulcrum Group Partners, BB&T Capital Markets, and Morgan Joseph. Previously, Dr. Chen was employed as a technology license manager at Univation Technologies, a joint venture between ExxonMobil and Dow Chemical. Dr. Chen currently sits on the Board of Directors of, and is Chairman of the Audit Committee for, China Finance Online. He is also Chairman of the Board of Supervisors for Linjiang Chemical, which is listed on the New Third Board in China. Dr. Chen was awarded a Ph.D. in Chemical Engineering by the University of Connecticut in 1996, and an M.B.A. by New York University in 2004. Dr. Chen is 50 years old. The Company has entered into a three year employment agreement with Dr. Chen. The agreement calls for an annual salary of $330,000. Dr. Chen is entitled to choose to receive common stock in lieu of salary for one or more periods of one, three or six months, with the shares valued at market price at the beginning of each such period. The employment agreement also provides for a grant of options to purchase 300,000 shares at $.71 per share, vesting one-third per year during the term of the agreement. About Aoxing Aoxing Pharmaceutical Company, Inc., has one operating subsidiary, Hebei Aoxing Pharmaceutical Co., Inc., which is organized under the laws of the People's Republic of China. Since 2002, Hebei Aoxing has been engaged in developing narcotics and pain management products. In 2008 Hebei Aoxing supplemented its product lines by acquiring Shijiazhuang Lerentang Pharmaceutical Company, Ltd., a specialty pharmaceutical company focusing on herbal pain related therapeutics. The Company owns 95% of the equity in Hebei Aoxing. Aoxing Pharmaceutical reported net income attributable to shareholders of the Company of $5.49 million on $25.48 million of sales for the year ended June 30, 2015, compared to a net loss attributable to shareholders of the Company of $8.21 million on $12.7 million of sales for the year ended June 30, 2014. As of Sept. 30, 2015, the Company had $55.0 million in total assets, $41.4 million in total liabilities and $13.6 million in total equity. BDO China Shu Lun Pan Certified Public Accountants LLP, in Shanghai, People's Republic of China, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2015, stating that the Company accumulated a large deficit and a working capital deficit that raise substantial doubt about its ability to continue as a going concern. ARCH COAL: Has Interim Approval of $275 Million DIP Facility ------------------------------------------------------------ Arch Coal, Inc., sought and obtained authority from the U.S. Bankruptcy Court for the Eastern District of Missouri, on an interim basis, to dip their hands into a debtor-in-possession financing facility syndicated by Wilmington Trust, National Association, as administrative agent and collateral agent for the DIP Lenders. The terms of the facility are set forth in a Debtor-in-Possession Credit Agreement dated January 21, 2016, entered into by and among the Company, as borrower, certain of the Debtors, as guarantors, the lenders from time to time party thereto, and Wilmington Trust. The DIP Credit Agreement provides for a super-priority senior secured debtor-in-possession credit facility consisting of term loans in the aggregate principal amount of up to $275 million that may be funded in not more than two draws not later than four months after the effective date of the DIP Facility; provided that no such draw may occur prior to entry of the Final Order. Any portion of the DIP Term Loan commitment that has not been funded on or prior to the end of the Availability Period will be permanently cancelled. The DIP Facility includes a $75 million carve-out -- which amount can be increased with the consent of DIP lenders holding a majority of the DIP Term Loan and unused commitments -- from the DIP Lien for super-priority claims relating to the Debtors' bonding obligations. The maturity date of the DIP Facility is the earliest of: (i) January 31, 2017, (ii) the consummation of the sale of all or substantially all of the assets of the Loan Parties pursuant to Section 363 of the Bankruptcy Code, (iii) the date of the substantial consummation of a plan of reorganization that is confirmed pursuant to an order of the Bankruptcy Court, and (iv) the date the obligations under the DIP Facility are accelerated pursuant to the terms of the DIP Credit Agreement. Borrowings under the DIP Facility bear interest at an interest rate per annum equal to, at the Company's option (i) LIBOR plus 9.00%, subject to a 1.00% LIBOR floor or (ii) the base rate plus 8.00%. The Company will pay to the DIP Agent for the account of each DIP Lender a commitment fee equal to 5% of such DIP Lender's initial commitment under the DIP Facility. The Company will pay an unused commitment fee equal to 5% per annum on any undrawn commitments, payable monthly in arrears. Additionally, the Company will pay (i) a commitment termination fee equal to 1% on any amounts cancelled at the Borrower's option during the Availability Period and on any amounts permanently cancelled as a result of the expiration of the Availability Period and (ii) a voluntary prepayment fee equal to 1% on any amounts voluntarily prepaid prior to the end of the Availability Period. Obligations under the DIP Credit Agreement will be guaranteed on a super-priority senior secured basis by all existing and future wholly-owned domestic subsidiaries of Arch, and all newly created or acquired wholly-owned domestic subsidiaries of Arch, subject to customary limited exceptions. The lenders under the DIP Credit Agreement will have a first priority lien on all encumbered and unencumbered assets, subject to the Bonding Carve-Out, a customary professional fees carve-out and certain exceptions. The Loan Parties are subject to certain financial maintenance covenants under the DIP Credit Agreement, including, without limitation: (i) maximum capital expenditures tested monthly (with a cushion to amounts included in the budget reflecting monthly projections through to the maturity of the DIP Facility equal to the greater of (A) 25% (with carryforwards) in any monthly period and (B) $10 million in the aggregate; and (ii) minimum unrestricted cash and cash equivalents of the Company and its domestic subsidiaries (other than any securitization subsidiary or bonding subsidiary), plus withdrawable funds from brokerage accounts of the Company and its domestic subsidiaries (other than any securitization subsidiary or bonding subsidiary) plus any unused commitments that are available to be drawn by the Company pursuant to the terms of the DIP Credit Agreement of (A) $300,000,000 prior to the entry of the Final Order and (B) $575 million following the entry of the Final Order, in each case tested on a monthly basis. The DIP Credit Agreement contains customary affirmative and negative covenants, representations and events of default for debtor-in-possession financings. Furthermore, each of these milestones are included in the DIP Credit Agreement, and any failure to comply with these Milestones will constitute an event of default: -- No later than five days after the Petition Date, entry of the Interim Order; -- No later than 45 days after the Petition Date, entry of a final order approving the DIP Facility; -- No later than 60 days after the Petition Date, delivery of an updated business plan that is reasonably acceptable to the Required DIP Lenders; -- No later than 90 days after the Petition Date, filing of a Plan of Reorganization and accompanying disclosure statement; -- No later than 60 days after the date of the filing of the Plan of Reorganization described in the immediately preceding clause, entry of an order approving a disclosure statement for the solicitation of the Plan of Reorganization; -- No later than 90 days after the entry of the order approving a disclosure statement for the solicitation of the plan of reorganization described in the immediately preceding clause, entry of an order confirming the Plan of Reorganization; and -- No later than 15 days after the entry of the order confirming the plan of reorganization described in the immediately preceding clause, effectiveness of the Plan of Reorganization. The DIP Facility is subject to certain usual and customary prepayment events, including 100% of net cash proceeds of: (i) debt issuances (other than debt permitted to be incurred under the terms of the DIP Credit Agreement), (ii) non-ordinary course asset sales or dispositions in excess of $50 million in the aggregate (with no individual asset sale or disposition in excess of $7.5 million) and (iii) any casualty event in excess of $50 million in the aggregate, subject to customary reinvestment rights, in each case to be applied to prepay the DIP Term Loan; provided that each DIP Lender will have the right to decline to receive its pro rata portion of any mandatory prepayment payable under clauses (ii) and (iii) above. About Arch Coal Founded in 1969, Arch Coal, Inc., is a producer and marketer of coal in the United States, with operations and coal reserves in each of the major coal-producing regions of the Country. As of January 2016, it was the second-largest holder of coal reserves in the United States, owning or controlling over five billion tons of proven and probable reserves. As of the Petition Date, Arch employed approximately 4,600 full- and part-time employees. Arch Coal, Inc. and 71 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to 16-40191) on Jan. 11, 2016. The petition was signed by Robert G. Jones as senior vice president-law, general counsel and secretary. The Debtors disclosed total assets of $5.84 billion and total debts of $6.45 billion. Judge Charles E. Rendlen III has been assigned the case. The Debtors have engaged Davis Polk & Wardwell LLP as counsel, Bryan Cave LLP as local counsel, FTI Consulting, Inc. as restructuring advisor, PJT Partners as investment banker, and Prime Clerk LLC as notice, claims and solicitation agent. ARCH COAL: Wins Interim OK to Continue Securitization Facility -------------------------------------------------------------- Arch Coal, Inc., has agreed with its securitization financing providers that, subject to certain amendments, they will continue the $200 million trade accounts receivable securitization facility provided to Arch Receivable Company, LLC, a non-debtor special-purpose entity that is a wholly owned subsidiary of the Company. The Debtors have negotiated with the providers of the Securitization Facility amended and restated versions of the agreements that set forth the terms of the Securitization Facility. In connection with the Company's Chapter 11 petitions, the Company filed a motion seeking Court approval of the continuation of the Securitization Facility on the terms set forth in the Amendments. On January 13, 2016, the Court entered an order approving, on an interim basis, the financing to be provided pursuant to the Financing Agreements and, on the same day, the Financing Agreements were entered into by and among the Company, Arch Receivable, the Originators, the Securitization Financing Providers and the administrator of the Securitization Facility. Arch Receivable did not file for Chapter 11. Pursuant to the Amendments, the parties to the Securitization Facility have agreed to allow the facility to continue following the Bankruptcy Petitions, subject to certain modifications. Pursuant to the Amendments, Debtors agreed to a revised schedule of fees payable to the Administrator and the Securitization Financing Providers. The fees set forth in the Financing Agreements include: (i) a letter of credit participation fee, payable on each settlement date to each Securitization Financing Provider, in the amount of 2.65% per year of such Securitization Financing Provider's pro rata participation in the letters of credit outstanding under the Securitization Facility (increasing from 1.40% under the existing financing agreements), (ii) a facility fee, payable on each settlement date to each Securitization Financing Provider, in the amount of 0.85% per year of such Securitization Financing Provider's commitment under the Securitization Facility (remaining the same as under the existing financing agreements) and (ii) a letter of credit fronting fee, payable on each settlement date to the letter of credit provider -- LC Provider -- in the amount of 0.15% per year of the aggregate face amount of the letters of credit outstanding under the Securitization Facility (remaining the same as under the existing financing agreements). In the event that a letter of credit is drawn and the LC Provider is not fully reimbursed for the drawn amount, any unreimbursed remainder will be treated as a funded purchase (i.e., a cash advance) under the Securitization Facility. The cost of such an advance will be determined by two factors: (a) a program fee of 2.65% per year and payable on each settlement date to each Securitization Financing Provider deemed to have made such an advance and (b) the "discount", which is calculated based on each Securitization Financing Provider's costs, including its cost of funds. In addition, the Amendments eliminate Arch Receivable's ability to obtain cash advances, relinquish control over the accounts in which the proceeds of outstanding accounts receivable generated by the Debtors from the sale of coal and sold through the Securitization Facility (including collections, proceeds and certain other interests related thereto) are collected and provide for more frequent reports on Receivables balances before the collected cash is remitted to their control. In connection with the Securitization Facility, Arch Receivable has granted to the Administrator (for the benefit of the securitization purchasers) a first priority security interest in all of its property, including all Receivables and all proceeds thereof. The Financing Agreements provide for the grant of analogous security interests by certain Debtors that generate Receivables from the sale of coal -- called the Originators. The Financing Agreements expressly state that the transfers of Receivables from the Originators to Arch and from Arch to Arch Receivable are intended to be true sales of the Receivables. However, if, against the intent of the parties (and notwithstanding entry of an order by the Court which provides that the transfers of the Receivables constitute true sales), any such transfer is recharacterized as a loan or extension of credit, each Originator has granted a first priority prepetition security interest in the Receivables and certain related collateral, pursuant to the Financing Agreements, for the ultimate benefit of the Administrator and the Securitization Financing Providers. The Debtors have agreed, in connection with the Amendments, to effectively extend such Liens to cover Receivables generated on or after January 11, 2016. The Originators do not guarantee the collection of Receivables that have been transferred to Arch Receivable. However, the Originators are obligated to reimburse Arch Receivable for inaccuracy of certain representations and warranties, dilution items with respect to Receivables and certain other limited indemnities. Under the Financing Agreements, Arch Receivable is entitled to apply Repayment Amounts to amounts owed under the Securitization Facility. Further, Arch has executed a performance guarantee through which it has promised to fulfill, or cause Arch Receivable, the designated servicer and each Originator to fulfill, each of their obligations under the Financing Agreements. In addition, as contemplated by the Amendments, the Originators have also executed a performance guarantee promising to fulfill obligations of all Originators under the Financing Agreements. In addition, in connection with the Amendments, the Debtors have obtained approval to grant superpriority claims against the Debtors and in favor of Arch Receivable, the Administrator and the Securitization Financing Providers in respect of certain of the Debtors' obligations under the Financing Agreements, including the Repayment Amounts and certain other limited indemnification and other obligations of the Debtors under the Financing Agreements. About Arch Coal Founded in 1969, Arch Coal, Inc., is a producer and marketer of coal in the United States, with operations and coal reserves in each of the major coal-producing regions of the Country. As of January 2016, it was the second-largest holder of coal reserves in the United States, owning or controlling over five billion tons of proven and probable reserves. As of the Petition Date, Arch employed approximately 4,600 full- and part-time employees. Arch Coal, Inc. and 71 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Case Nos. 16-40120 to 16-40191) on Jan. 11, 2016. The petition was signed by Robert G. Jones as senior vice president-law, general counsel and secretary. The Debtors disclosed total assets of $5.84 billion and total debts of $6.45 billion. Judge Charles E. Rendlen III has been assigned the case. The Debtors have engaged Davis Polk & Wardwell LLP as counsel, Bryan Cave LLP as local counsel, FTI Consulting, Inc. as restructuring advisor, PJT Partners as investment banker, and Prime Clerk LLC as notice, claims and solicitation agent. ATNA RESOURCES: Court Approves Key Employee Retention Plan ---------------------------------------------------------- BankruptcyData reported that the U.S. Bankruptcy Court approved Atna Resources' motion to implement of a key employee retention plan for non-insider employees. As previously reported, "The Key Employees are individuals who have valuable and, in some instances, irreplaceable institutional knowledge of the Debtors' businesses, systems, commercial relationships, and operations and who are integral to maintaining operational stability and driving cash flow. They are also, therefore, essential to the Debtors' efforts to reorganize in Chapter 11. The Key Employees would be exceptionally difficult to replace under normal circumstances, and it would be even more difficult as a practical matter given the commencement of these cases. It is critical for the Debtors to do their utmost to ensure the continued commitment and service of the Key Employees during the pendency of these cases in order to avoid disruption to their ongoing business operations and irreparable harm to their efforts to maximize value...The eight Key Employees will be eligible to receive payments totalling approximately $100,000 in the aggregate. The specific amounts which the individuals will be eligible to receive are a fixed amount." About Atna Resources Atna Resources Ltd. was incorporated in British Columbia in 1984 and its corporate management office is located in Golden, Colorado. The company is involved in all phases of the mining business, including exploration, preparation of feasibility studies, permitting, construction, development, operation and reclamation of mining properties. The company is currently operating the Pinson Underground gold mine near Winnemucca, Nevada, the Briggs mine located in Inyo County, California, and other development and exploration-stage properties in Canada and the U.S. Atna Resources, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr. D. Colo. Proposed Lead Case No. 15-22848) on Nov. 18, 2015. The petition was signed by Rodney D. Gloss as vice president & chief financial officer. The Debtors estimated assets in the range of $10 million to $50 million and liabilities of $50 million to $100 million. Squire Patton Boggs (US) LLP represents the Debtors as counsel. AUTO POINT: Justices Urged to Ax Award Over Settlement Clawback --------------------------------------------------------------- Martin Bricketto at Bankruptcy Law360 reported a car wholesaler pressed the New Jersey Supreme Court on Jan. 19, 2016, to topple decisions holding him responsible for funds he paid in an underlying settlement that were clawed back from Globe Motor Co. and The Margolis Law Firm LLC as part of a third party's bankruptcy. Representing vehicle wholesaler Ilya Igdalev and ex-wife Julia Igdalev at a hearing on Jan. 19, attorney Christopher J. Koller said that the money -- which a Chapter 7 trustee claimed was siphoned from third-party Auto Point Ltd. -- did not violate a $75,000 settlement with Globe or breach obligations of good faith and fair dealing under that agreement. Globe had sued the Igdalevs for alleged breach of contract and fraud, which later received two certified checks in satisfaction of the settlement, according to court documents. One check was notated with the name Michael Povolotsky, Auto Point's owner and a friend and business associate of the Igdalevs, according to court documents. Globe and Margolis were later hit with an adversary action from Brian Leonard, the trustee in Auto Point's bankruptcy in Minnesota, alleging the $75,000 was fraudulently transferred from Auto Point. After reaching a $22,500 agreement with the trustee, Globe and Margolis went after the Igladevs, who contended that Povolotsky owed Ilya Igdalev money and that they attempted to satisfy the $75,000 deal in good faith by having Povolotsky pay on their behalf. But Globe and Margolis won a $42,000 judgment against the couple, which included attorneys' fees from the adversary proceeding and present case. A majority of a three-judge Appellate Division panel later backed that judgment in 2014, but one judge's dissent gave the Igladevs an automatic right to have the state Supreme Court hear the case. While Globe and Margolis had won their case on summary judgment, some of the high court's questions seemed to concern whether there was a sufficient record regarding the origin of the settlement funds and whether the money truly belonged to Auto Point. Representing Globe, attorney Michael A. Mark told the court that they relied on the bankruptcy court litigation and the opinion of their counsel in that proceeding. Ultimately, it did not really matter whether the money belonged to Povolotsky, Auto Point or Igdalev, Mark argued. BEAZER HOMES: OppenheimerFunds Reports 7.3% Stake as of Dec. 31 --------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, OppenheimerFunds, Inc. disclosed that as of Dec. 31, 2015, it beneficially owns 2,404,995 shares of common stock of Beazer Homes USA Inc., representing 7.27 percent of the shares outstanding. Oppenheimer Equity Income Fund also disclosed beneficial ownership of 2,400,000 common shares. A copy of the regulatory filing is available at http://is.gd/B6RLhE About Beazer Homes Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/-- headquartered in Atlanta, is one of the country's 10 largest single-family homebuilders with continuing operations in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed on the New York Stock Exchange under the ticker symbol "BZH." As of Sept. 30, 2015, Beazer Homes had $2.42 billion in total assets, $1.79 billion in total liabilities and $630.42 million in total stockholders' equity. * * * Beazer carries a 'B-' issuer credit rating, with "negative" outlook, from Standard & Poor's. In June 2015, Moody's Investors Service upgraded Beazer Homes USA, Inc.'s Corporate Family Rating to B3 from Caa1 and its Probability of Default Rating to B3-PD from Caa1-PD. As reported by the TCR on Sept. 4, 2015, Fitch Ratings had affirmed the ratings of Beazer Homes USA, Inc. (NYSE: BZH), including the company's Issuer Default Rating (IDR), at 'B-'. Beazer's 'B-' IDR reflects the company's execution of its business model in the current moderately recovering housing environment, land policies, and geographic diversity. BEEF AND BRITCHENS: Case Summary & 2 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Beef and Britchens II, LLC P.O. BOX 268 Arlington, AZ 85322 Case No.: 16-00919 Chapter 11 Petition Date: February 2, 2016 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Brenda Moody Whinery Debtor's Counsel: Mark Wesbrooks, Esq. THE WESBROOKS LAW FIRM, PLLC 15396 N. 83RD Ave. Ste C-100 Peoria, AZ 85381 Tel: 623-486-1320 Fax: 602-297-6580 Email: wesbrooksefax@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Jimmy G. Fernandez, statutory agent/member. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/azb16-00919.pdf BLACK ELK: Inks Agreement to Resolve JAB Admin Claim ---------------------------------------------------- Black Elk Energy Offshore Operations LLC entered into an agreement to resolve the administrative claim of JAB Energy Solutions II LLC. Under the deal, the company agreed that JAB Energy has an allowed administrative claim in the amount of $3.56 million. Black Elk will make a payment to JAB Energy up to $870,000 on account of its administrative claim if and when funds become available under its final cash collateral budget approved by a bankruptcy court. A copy of the agreement is available without charge at http://is.gd/PKIl0c About Black Elk Black Elk Energy Offshore Operations, LLC, is a Houston, Texas based privately held limited liability company engaged in the acquisition, exploitation, development and production of oil and natural gas properties primarily in the shallow waters of the Gulf of Mexico near the coast of Louisiana and Texas. Black Elk had total assets of $339.7 million and total debt of $432.3 million as of Sept. 30, 2014. Judge Letitia Z. Paul of the U.S. Bankruptcy Court in the Southern District of Texas placed Black Elk under Chapter 11 bankruptcy protection on Sept. 1, 2015, converting an involuntary Chapter 7 bankruptcy petition by its creditors. Thereafter, the Company filed with the Court a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 15-34287) on Sept. 10, 2015. Judge Paul later recused herself from the case and the matter was given to Judge Marvin Isgur, according to information posted on the case docket on Sept. 14. The Debtor is represented by Elizabeth E. Green of Baker & Hostetler. Blackhill Partners' Jeff Jones is the Debtor's Chief Restructuring Officer. BLACK ELK: Norton Rose Files Rule 2019 Statement ------------------------------------------------ Norton Rose Fulbright US, LLP disclosed in a court filing that it represents Shell Offshore Inc. and Hess Corp. in the Chapter 11 case of Black Elk Energy Offshore Operations LLC. Black Elk claims an interest in certain platforms, facilities and leases in which Shell is an operator and Hess is a co-working interest owner. Norton Rose does not hold a claim against, or interest in, Black Elk, according to the filing. The firm made the disclosure pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. Norton Rose can be reached through: Ryan E. Manns 2200 Ross Avenue, Suite 3600 Dallas, Texas 75201-7932 Tel: (214) 855-8000 Fax: (214) 855-8200 Email: ryan.manns@nortonrosefulbright.com -- and -- Bob B. Bruner William R. Greendyke 1301 McKinney, Suite 5100 Houston, TX 77010-3095 Tel: (713) 651-5151 Fax: (713) 651-5246 Email: bob.bruner@nortonrosefulbright.com Email: william.greendyke@nortonrosefulbright.com About Black Elk Black Elk Energy Offshore Operations, LLC, is a Houston, Texas based privately held limited liability company engaged in the acquisition, exploitation, development and production of oil and natural gas properties primarily in the shallow waters of the Gulf of Mexico near the coast of Louisiana and Texas. Black Elk had total assets of $339.7 million and total debt of $432.3 million as of Sept. 30, 2014. Judge Letitia Z. Paul of the U.S. Bankruptcy Court in the Southern District of Texas placed Black Elk under Chapter 11 bankruptcy protection on Sept. 1, 2015, converting an involuntary Chapter 7 bankruptcy petition by its creditors. Thereafter, the Company filed with the Court a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 15-34287) on Sept. 10, 2015. Judge Paul later recused herself from the case and the matter was given to Judge Marvin Isgur, according to information posted on the case docket on Sept. 14. The Debtor is represented by Elizabeth E. Green of Baker & Hostetler. Blackhill Partners' Jeff Jones is the Debtor's Chief Restructuring Officer. BOOMERANG SYSTEMS: Can Tap Berg & Andrphy to Handle Liberty Suit ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Boomerang Systems, Inc. et al., to employ Berg & Andrphy as special litigation counsel for the Liberty Adversary proceeding. The Debtors, in a supplemental declaration, said that given the revised strategy from reorganization to liquidation under Chapter 11, and to lessen the burden of additional professional fees on the estates, the Debtors retained B&A to provide litigation counseling (including advising and representing the Debtors with respect to the Liberty Adversary Proceeding) on a full contingency basis. B&A intends to seek compensation for services rendered and actual, necessary expenses incurred in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, any applicable orders of the Court and the U.S. Trustee Guidelines. The Debtors will also reimburse B&A for any expenses incurred in connection with providing the Services from any recovery made by the Debtors in connection with the Liberty Adversary Proceeding. To the best of the Debtors' knowledge, B&A does not represent nor hold any interest adverse to the Debtors or their estates with respect to the matters on which B&A is to be employed. As reported by the Troubled Company Reporter on Oct. 8, 2015, the Debtors obtained permission to employ B&A as special litigation counsel, nunc pro tunc to Aug. 18, 2015. As special litigation counsel, B&A will provide litigation and other legal counseling, including advising and representing the Debtors with respect to a related lawsuit filed on Aug. 18, 2015, the Parking Source Action, well as to investigate and prosecute or defend any additional litigation matters or disputes that may arise during the pendency of the Chapter 11 cases. B&A will be paid at these hourly rates: Partners $675 - $950 Associates $350 - $450 Paraprofessionals $175 - $225 B&A will also be reimbursed for reasonable out-of-pocket expenses incurred. About Boomerang Systems Headquartered in Morristown, New Jersey, Boomerang Systems, Inc. (Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang Utah, is engaged in the design, development, and marketing of automated racking and retrieval systems for automobile parking and automated racking and retrieval of containerized self-storage units. Boomerang Systems, Inc., and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-11729) on Aug. 18, 2015. The Company has engaged the law firms Togut, Segal & Segal LLP as general bankruptcy counsel, Ciardi, Ciardi & Astin as local bankruptcy counsel, and Garden City Group, LLC, as claims and noticing agent. In addition, the Company has retained the law firm Berg & Androphy, which filed a lawsuit on Aug. 18, 2015 in the Southern District of New York against the Company's defaulting lender. The Company's legal advisors are Akin Gump Strauss Hauer & Feld LLP in the U.S. and Bennett Jones in Canada. Richards Layton & Finger, P.A., is legal co-counsel in the Chapter 11 cases. Houlihan Lokey Capital, Inc., is serving as financial advisor. Garden City Group Inc. is the claims and noticing agent. BRIAN K. SMITH: Firms Want Whistleblower Dismissed from FCA Suit ---------------------------------------------------------------- Adam Sege at Bankruptcy Law360 reported that a group of Washington, D.C., construction companies asked a Maryland federal court on Jan. 28, 2016, to dismiss a whistleblower from his False Claims Act lawsuit accusing them of underpaying workers on Smithsonian reconstruction projects, saying the man can no longer assert claims after filing for bankruptcy protection. By filing for Chapter 7 bankruptcy protection last March, Brian K. Smith effectively transferred his claims to a bankruptcy trustee, the construction companies wrote in a joint motion, asking the court to dismiss Smith from his lawsuit. CACHE INC: Miller No Longer 5% Shareholder as of Feb. 1 ------------------------------------------------------- Lloyd I. Miller, III, disclosed in a Schedule 13G/A (Amendment No. 2) report filed with the Securities and Exchange Commission on Feb. 1, 2016, that he has ceased to be the beneficial owner of more than 5% of the common stock of Cache, Inc. A copy of Mr. Miller's disclosure is available at http://1.usa.gov/1o4YP2x About Cache, Inc. Cache, Inc., which operated 236 women's apparel specialty stores under the trade name "Cache," and its two affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.15-10172) on Feb. 4, 2015. The case is assigned to Judge Mary F. Walrath. The Debtors had total assets of $53.7 million and total liabilities of $51.1 million as of Sept. 27, 2014. In its schedules, the Debtor disclosed $38.8 million in assets and $84.1 million in liabilities. The Debtors are represented by Laura Davis Jones, Esq., Peter J. Keane, Esq., and Colin R. Robinson, Esq., at Pachulski Stang Ziehl& Jones LLP, in Wilmington, Delaware. The Debtors' restructuring advisors is FTI Consulting Inc., while their investment banker and financial advisor is Janney Montgomery Scott LLC. Thompson Hine represents the Debtors in corporate and securities matter, while Jackson Lewis P.C. represents the Debtors in employment matters. The Debtors' communications services provider is Epiq Systems, Inc., while their noticing and claims management services provider is Kurtzman Carson Consultants. A&G Realty Partners, LLC, serves as the Debtors' real estate consultants. The U.S. Trustee for Region 3 has appointed seven members to the Official Committee of Unsecured Creditors in the Debtors' case. The Committee retained Bayard, P.A., as local Delaware counsel, and Otterbourg P.C. as lead bankruptcy counsel. In March 2015, Great American Group LLC, a subsidiary of B. Riley Financial Inc., began going-out-of-business sales at 153 Cache retail stores pursuant to its agency agreement with the women's clothing chain. Great American Group was selected as liquidator at an auction, after agreeing to pay $18 million for Cache's assets, which is a $6.5 million increase from the stalking horse bid. CAESARS ENTERTAINMENT: Seeks Mediator for Help with Restructuring ----------------------------------------------------------------- Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review, reported that Caesars Entertainment Operating Co. wants a mediator on standby to help it broker a restructuring deal with warring creditors. According to the report, the request for a mediator, filed Feb. 3 in a Chicago bankruptcy court, comes a little more than a year into the casino and hotel company's chapter 11 case. Caesars Entertainment Operating Co., or CEOC, has secured the support of senior lenders and bondholders for a plan to reduce its $18 billion debt load by $10 billion but hasn't been able to reach a deal with junior creditors, the report pointed out. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc., is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. In January 2015, Caesars Entertainment and subsidiary Caesars Entertainment Operating Company, Inc., announced that holders of more than 60% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 have signed the Amended and Restated Restructuring Support and Forbearance Agreement, dated as of Dec. 31, 2014, among Caesars Entertainment, CEOC and the Consenting Creditors. As a result, The RSA became effective pursuant to its terms as of Jan. 9, 2015. Appaloosa Investment Limited, et al., owed $41 million on account of 10% second lien notes in the company, filed an involuntary Chapter 11 bankruptcy petition against CEOC (Bankr. D. Del. Case No. 15-10047) on Jan. 12, 2015. The bondholders are represented by Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP. CEOC and 172 other affiliates -- operators of 38 gaming and resort properties in 14 U.S. states and 5 countries -- filed Chapter 11 bankruptcy petitions (Bank. N.D. Ill. Lead Case No. 15-01145) on Jan. 15, 2015. CEOC disclosed total assets of $12.3 billion and total debt of $19.8 billion as of Sept. 30, 2014. Delaware Bankruptcy Judge Kevin Gross entered a ruling that the bankruptcy proceedings will proceed in the U.S. Bankruptcy Court for the Northern District of Illinois. Kirkland & Ellis serves as the Debtors' counsel. AlixPartners is the Debtors' restructuring advisors. Prime Clerk LLC acts as the Debtors' notice and claims agent. Judge Benjamin Goldgar presides over the cases. The U.S. Trustee has appointed seven noteholders to serve in the Official Committee of Second Priority Noteholders and nine members to serve in the Official Unsecured Creditors' Committee. The U.S. Trustee appointed Richard S. Davis as Chapter 11 examiner. On February 5, 2015, U.S. Trustee Patrick Layng appointed nine creditors to the Debtors' official committee of unsecured creditors. Two of these creditors -- the Board of Levee Commissioners for the Yazoo Mississippi Delta and MeehanCombs Global Credit Opportunities Master Fund LP -- resigned from the committee following their appointment. They were replaced by the National Retirement Fund and Relative Value-Long/Short Debt, a Series of Underlying Funds Trust. CALMARE THERAPEUTICS: Bard Assoc. Has 12.6% Stake as of Dec. 31 --------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Bard Associates, Inc. disclosed that as of Dec. 31, 2015, it beneficially owns 3,750,025 shares of common stock of Calmare Therapeutics representing 12.6 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/Ajcrjw About Calmare Therapeutics Calmare Therapeutics Incorporated, formerly known as Competitive Technologies, Inc., provides distribution, patent and technology transfer, sales and licensing services focused on the needs of its customers and matching those requirements with commercially viable product or technology solutions. Sales of the Company's Calmare(R) pain therapy medical device continue to be the major source of revenue for the Company. Calmare reported a net loss of $3.4 million on $1 million of product sales for the year ended Dec. 31, 2014, compared to a net loss of $2.6 million on $653,000 of product sales for the year ended Dec. 31, 2013. As of June 30, 2015, the Company had $4.31 million in total assets, $13.2 million in total liabilities and a total shareholders' deficit of $8.88 million. Mayer Hoffman McCann CPAs, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred operating losses since fiscal year 2006 and has a working capital and shareholders' deficiency at Dec. 31, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CARE RX PHARMACY: Case Summary & 17 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Care Rx Pharmacy Group L.L.C. 1865 W Woolbright Rd Boynton Beach, FL 33426 Case No.: 16-00295 Chapter 11 Petition Date: February 2, 2016 Court: United States Bankruptcy Court Southern District of Mississippi (Jackson-3 Divisional Office) Debtor's Counsel: Thomas M Hewitt, Esq. BUTLER SNOW LLP 1020 Highland Colony Pkwy Ste 1400 Ridgeland, MS 39157 Tel: 601-948-5711 Fax: 601-985-4500 Email: thomas.hewitt@butlersnow.com - and - Stephen W. Rosenblatt, Esq. BUTLER SNOW LLP P.O. Box 6010 Ridgeland, MS 39158-6010 Tel: 601-985-4504 Fax: 601-985-4500 Email: Steve.Rosenblatt@butlersnow.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Jack West, operations manager. A list of the Debtor's 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/mssb16-00295.pdf CIRCUIT CITY: To Return This Summer With Web Site, Dallas Store --------------------------------------------------------------- Laura Northrup at Consumerist reported that Circuit City will launch this summer with a Web site and one location in Dallas, and as many as 100 stores across the country in major yet affordable metropolitan areas over the next year. In addition to corporate-owned stores, the brand would also franchise. They also plan to develop kiosks and displays that would have a selection of items under $30, like headphones or cables, and fit right inside an existing store. They have college bookstores in mind, but convenience stores or supermarkets could already have them too. The regular stores would be 2,000 to 4,000 square feet, and smaller mobile-only locations maybe 1,500 square feet. Back in 2009, the medium-box consumer electronics chain Circuit City closed. Systemax, the owner of TigerDirect, acquired the brand's website and customer list, and kept it going until 2012. Late last year, Systemax decided to shut down its technology business, and that included selling the twice-defunct Circuit City brand. Now yet another company has acquired the brand and wants to make a go of it as physical retail stores. CREATIVE FINANCE: Court Denies Recognition Under Sec. 1517 ---------------------------------------------------------- In this Chapter 15 case commenced by the foreign representative liquidator of Creative Finance Ltd. and Cosmorex Ltd., the Court has before it a contested motion for Section 1517 of the Bankruptcy Code recognition, and a related motion by creditor Marex Financial Ltd., the Debtors' only non-insider creditor, for dismissal by reason of the Debtors' bad faith. The case presents two issues as to which the underlying caselaw law is thin. First, are Chapter 15's statutory requirements for recognition of a foreign main proceeding satisfied when -- by the debtors' design -- the foreign representative's activities before his chapter 15 filing have been so minimal that the Court cannot find that the Debtors' "Center of Main Interests" ("COMI") ever changed from the nations where the Debtors actually did business to the different nation in which the foreign representative was appointed? And second, must a U.S. Bankruptcy Court tolerate debtor bad faith in a chapter 15 case that a U.S. court would never tolerate in a case under any other chapter of the Code? In a Decision and Order dated January 13, 2016, which is available at http://is.gd/OM0MdSfrom Leagle.com, Judge Robert E. Gerber of the United States Bankruptcy Court for the Southern District of New York concluded that the Liquidator has failed to meet the requirements of Section 1517(a)(1) of the Bankruptcy Code, by reason of his inability to show sufficient activity in the British Virgin Islands (BVI)to cause the Debtors' COMI to shift from Spain, Dubai or the U.K. to the BVI or to show even an establishment in the BVI. The court, accordingly, denied the 1517 Recognition, as either a foreign main proceeding or a foreign nonmain proceeding. Marex's cross motion for dismissal under section 305 is moot. The case is In re: CREATIVE FINANCE LTD. (IN LIQUIDATION), et al., Chapter 15, Debtors in a Foreign Proceeding, Case No. 14-10358 (REG) (Jointly Administered). Creative Finance Ltd. (In Liquidation), Foreign Representative, is represented by Anne Marren Bahr, Esq. -- abahr@rctlegal.com -- Reid Collins & Tsai LLP, William T. Reid, IV, Esq. -- wreid@rctlegal.com -- Reid Collins & Tsai LLP, Angela Jennifer Somers, Esq. -- asomers@rctlegal.com -- Reid Collins & Tsai LLP, Randall Adam Swick, -- Esq. -- rswick@rctlegal.comReid Collins & Tsai LLP. Creative Finance Ltd. (In Liquidation) sought protection under Chapter 15 of the Bankruptcy Code on Feb. 19, 2014 (Bankr. S.D.N.Y., Case No. 14-10358). The Chapter 15 Debtor's Counsel is William T. Reid, IV, Esq., at Reid Collins & Tsai LLP, in New York. CUBIC ENERGY: Confirmation Date Pushed Back under Revised PSA ------------------------------------------------------------- Affiliates of Anchorage Capital Group, L.L.C., O-CAP Management, L.P., and Corbin Capital Partners, L.P. are signatories to the Plan Support Agreement in the Chapter 11 case of Cubic Energy, Inc. On January 21, 2016, certain signatories to the PSA, including certain affiliates of Anchorage et al., entered into a First Amendment to the PSA pursuant to which the signatories consented to an amended Prepackaged Plan and amended certain obligations of the Cubic Parties and termination rights of the Prepetition Noteholders, in each case, by extending the date by which confirmation of the Prepackaged Plan must be entered by the Bankruptcy Court to the first Business Day that is 75 days after the Petition Date. A copy of the Amended PSA, together with the Second Amended Prepackaged Plan of Reorganization, is available at http://1.usa.gov/1PRawzX Anchorage et al may be reached at: Anchorage Capital Group, L.L.C. 610 Broadway, 6th Floor New York, NY 10012 Tel: (212) 432-4650 Attn: David Young - and - O-CAP Management, L.P. 600 Madison Avenue, 14th Floor New York, NY 10022 Tel: (212) 554-4622 Attn: Jared S. Sturdivant - and - Corbin Capital Partners, L.P. 590 Madison Avenue, 31st Floor New York, NY 10022 Tel: (212) 634-7373 Attn: Anthony Anselmo Anchorage disclosed in a Schedule 13D/A filing with the Securities and Exchange Commission that it may be deemed to beneficially own 74,811,987 or 49.12% of Cubic Energy's common stock. O-CAP Management said it may be deemed to beneficially own 23,939,836 or 23.6% of Cubic Energy's common stock. Corbin Capital said it may be deemed to beneficially own 16,458,637 or 17.52% of Cubic Energy's common stock. About Cubic Energy Texas-based Cubic Energy, Inc., Cubic Asset Holding, LLC, Cubic Asset, LLC, Cubic Louisiana Holding, LLC and Cubic Louisiana, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12500) on Dec. 11, 2015. Jon R. Ross signed the petition as executive vice president and corporate secretary. Cubic Energy disclosed total assets of $120.7 million and total debts of $114.2 million, both as of March 31, 2015. The Debtors have engaged Bayard P.A., as Delaware counsel, Holland & Knight LLP as restructuring counsel, Houlihan Lokey Capital, Inc. as financial advisor and Prime Clerk LLC as noticing, balloting and claims agent. The Debtors are independent energy companies engaged in the development and production of, and exploration for, crude oil, natural gas and natural gas liquids. The Debtors' oil and gas assets are located in Texas and Louisiana. DECARLOAN ENTERPRISES: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Decarloan Enterprises, Inc. 49556 Lakewood Street Macomb, MI 48042 Case No.: 16-41262 Chapter 11 Petition Date: February 2, 2016 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Hon. Thomas J. Tucker Debtor's Counsel: Charles D. Bullock, Esq. STEVENSON & BULLOCK, P.L.C. 26100 American Drive, Suite 500 Southfield, MI 48034 Tel: (248) 354-7906 Fax: (248) 354-7907 Email: cbullock@sbplclaw.com - and - Elliot G. Crowder, Esq. STEVENSON & BULLOCK, P.L.C. 26100 American Drive, Suite 500 Southfield, MI 48034 Tel: 248-354-7906 Email: ecrowder@sbplclaw.com - and - Ernest Hassan, Esq. STEVENSON & BULLOCK, P.L.C. 26100 American Drive, Suite 500 Southfield, MI 48034 Tel: (248) 354-7906 Fax: (248) 354-7907 Email: ehassan@sbplclaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Gary DeCarlo, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mieb16-41262.pdf DIGIPATH INC: Anton & Chia Expresses Going Concern Doubt -------------------------------------------------------- Anton & Chia, LLP, in a January 13, 2016 letter to the board of directors and stockholders of DigiPath, Inc., expressed substantial doubt about the company's ability to continue as a going concern. The firm audited the consolidated balance sheets of the company as of September 30, 2015 and 2014 and the related consolidated statements of operations and comprehensive loss, statement of stockholders' equity and cash flows for the years then ended. Anton & Chia pointed out that the company has recurring losses and insufficient working capital, which raises substantial doubt about its ability to continue as a going concern. DigiPath President and Chief Executive Officer Todd Denkin related, in a regulatory filing with the U.S. Securities and Exchange Commission on January 13, 2016, "As shown in the accompanying consolidated financial statements, the company has incurred recurring losses from operations resulting in an accumulated deficit of ($7,847,418), and as of September 30, 2015, the company's cash on hand may not be sufficient to sustain operations. These factors raise substantial doubt about the company's ability to continue as a going concern. Management is actively pursuing new customers to increase revenues. In addition, the company is currently seeking additional sources of capital to fund short term operations. Management believes these factors will contribute toward achieving profitability." At September 30, 2015, the company had total assets of $2,172,889, total liabilities of $157,175 and total stockholders' equity of $2,015,714. For the year ended September 30, 2015, the company posted a net loss of $4,332,329 as compared with a net loss of $2,832,202 for the year ended September 30, 2014. A full-text copy of the company's annual report is available for free at: http://tinyurl.com/jer3958 Las Vegas-based DigiPath, Inc. supports the cannabis industry's best practices for reliable testing, cannabis education and training, and brings unbiased cannabis news coverage to the cannabis industry. Its three business units as of September 30, 2015 were DigiPath Labs, Inc., The National Marijuana News Corp. and DigiPath Corp. On October 1, 2015, the company entered into agreements that facilitated the divestiture of two-thirds of its ownership interest in DigiPath Corp. ELBIT IMAGING: Approves NIS 40 Million Series H Notes Buyback ------------------------------------------------------------- Elbit Imaging Ltd. announced that its board of directors approved a new program to repurchase up to NIS 40 million (approximately $10.1 million) of Elbit's Notes, which are traded on the Tel Aviv Stock Exchange. The Company's board of directors has determined that until further notice, the Company will purchase only Series H Notes. The repurchases will be made from time to time in the open market on the Tel Aviv Stock Exchange, in privately negotiated transactions or in a combination of the two, commencing the date of this announcement and for a period of 12 months. The repurchase program does not require the Company to acquire any or a specific amount of notes, and it may be modified, suspended, extended or discontinued without prior notice. Repurchased Notes under this program depends on factors such as market conditions and legal compliance. Notes repurchased by the Company will be canceled and removed from trading. In accordance with the existing loan agreement with Bank Hapoalim, the Company will be required to prepay principal amount of approximately NIS 8 million if the Notes buyback will be fully executed. About Elbit Imaging Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) holds investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Since February 2013, Elbit has intensively endeavored to come to an arrangement with its creditors. Elbit has said it has been hanging by a thread for more than five months. It has encountered cash flow difficulties and this burdens its day to day activities, and it certainly cannot make the necessary investments to improve its assets. In light of the arrangement proceedings, and according to the demands of most of the bondholders, as well as an agreement that was signed on March 19, 2013, between Elbit and the Trustees of six out of eight series of bonds, Elbit is prohibited, inter alia, from paying off its debts to the financial creditors -- and as a result a petition to liquidate Elbit was filed, and Bank Hapoalim has declared its debts immediately payable, threatening to realize pledges that were given to the Bank on material assets of the Company -- and Elbit undertook not to sell material assets of the Company and not to perform any transaction that is not during its ordinary course of business without giving an advance notice to the trustees. Accountant Rony Elroy has been appointed as expert for examining the debt arrangement in the Company. In July 2013, Elbit Imaging's controlling shareholders, Europe- Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company that the Tel Aviv District Court has appointed Adv. Giroa Erdinast as a receiver with regards to the ordinary shares of the Company held by Europe Israel securing Europe Israel's obligations under its loan agreement with Bank Hapoalim B.M. The judgment stated that the Receiver is not authorized to sell the Company's shares at this stage. Following a request of Europe-Israel, the Court also delayed any action to be taken with regards to the sale of those shares for a period of 60 days. Europe Israel and Mr. Zisser have also notified the Company that they utterly reject the Bank's claims and intend to appeal the Court's ruling. ENERGY & TECHNOLOGY: MaloneBailey Expresses Going Concern Doubt --------------------------------------------------------------- MaloneBailey, LLP, in its letter to the board of directors and stockholders of Energy & Technology Corporation on January 13, 2016, expressed substantial doubt about the company's ability to continue as a going concern. The firm audited the consolidated balance sheets of the company as of December 31, 2014 and 2013, and the related consolidated statements of operations, stockholders' deficit, and cash flows for each of the years then ended. According to MaloneBailey, the company has suffered recurring loss from operations and has a working capital deficit. "These factors raise substantial doubt about the company's ability to continue as a going concern." George M. Sfeir, president, chief executive officer and chief financial officer of the company, in a January 13, 2016 regulatory filing with the U.S. Securities and Exchange Commission, pointed out: "During the year ended December 31, 2014, the company had a net loss of $2,574,974, positive cash flow from operations of $664,210, and negative working capital of $6,196,025. Given the company maintained positive cash flow from operations, it believes that it will have sufficient capital to operate over the next 12 months. "Historically, the company has had operating losses, negative cash flow from operations, and working capital deficiencies. Whether, and when, the company can attain profitability and positive working capital is uncertain. The company is also uncertain whether it can obtain funding to continue operations. These uncertainties cast significant doubt upon the company's ability to continue as a going concern. "The company will need to raise capital in order to fund its operation. This need may be adversely impacted by uncertain market conditions and approval by regulatory bodies. To address its financing requirements, the company will seek financing from related parties, equity financing and asset sales. The outcome of these matters cannot be predicted at this time." At December 31, 2014, the company had total assets of $5,923,599, total liabilities of $8,877,082, and total stockholders' deficit of $2,953,483. For the year ended December 31, 2014, the company reported a net loss of $1,560,793 as compared with a net loss of $1,647,833 for the year ended December 31, 2013. A full-text copy of the company's annual report, as amended, is available for free at: http://tinyurl.com/h7tgds7 Energy & Technology, Corp. offers services that can be described as engineering, manufacturing, reclamation, sales, destructive, and non-destructive testing (NDT) and inspection services, storage, and maintenance for pipe and equipment utilized in the energy industry. The company's activities are directed towards manufacturing, reclamation of essential commodities, energy, technology, oil & gas equipment and products. The company's business offices are located in Lafayette, Louisiana with a branch office and production facilities in Houston and Abbeville Airport in Abbeville, Louisiana. EQUITY COMMONWEALTH: Moody's Affirms Ba1 Preferred Stock Rating --------------------------------------------------------------- Moody's Investors Service has affirmed the ratings of Equity Commonwealth (senior unsecured at Baa3) and revised the outlook to positive from stable. The positive outlook reflects the office REIT's reduced leverage, as well as its progress on its large-scale strategic repositioning plan that will improve its long-term growth profile. These ratings were affirmed with a positive outlook: Equity Commonwealth -- senior unsecured debt at Baa3; preferred stock at Ba1 RATINGS RATIONALE Equity Commonwealth's credit profile has continued to improve since the new management team and Board of Trustees assumed control of the REIT in 2014. The REIT announced almost $2 billion of asset sales in 2015, with proceeds being used to repay debt and accumulate cash. As of 3Q15, the REIT held $1.7 billion of cash versus $1.8 billion of total debt, leaving it with substantial liquidity to pursue acquisition opportunities. Moody's expects Equity Commonwealth's credit profile will improve further, as it plans to sell up to another $1 billion of assets and use proceeds to repay higher cost debt. Even as the REIT has also stated its intent to pursue opportunistic growth via acquisitions, Moody's expects it will retain modest leverage and strong credit metrics. Moody's also notes management's success in simplifying its portfolio and improving its growth profile. The REIT sold about half of its assets in 2015, reducing its exposure to numerous small markets and weak properties with high vacancy rates. asset sales, along with improved leasing velocity within the core portfolio, left its portfolio 91.9% leased as of 3Q15 up from 85.9% as of 3Q14. Once it has completed the remaining asset sales, Moody's believes Equity Commonwealth will be a more focused REIT with more stable earnings through real estate cycles. Equity Commonwealth's key challenge remains improving operations of a large, nationally diverse real estate portfolio. Although market conditions are improving generally, the pace of recovery is uneven and the REIT still has a number of assets with vacancy to fill as the macroeconomic outlook has become more uncertain. Moreover, the REIT's operating margins are weak as compared with its peer group. A ratings upgrade would likely reflect improving core occupancy trends and successful completion of the planned dispositions. Demonstration of profitable growth, with strategic investments that provide increased clarity as to the REIT's long-term operating strategy, while maintaining Net Debt/EBITDA below 5x and fixed charge coverage above 3x, would also be needed. A downgrade would be precipitated by sustained negative operating trends or increased leverage with Net Debt/EBITDA rising above 7x. Fixed charge coverage below 2.4x on a sustained basis or secured debt above 15% of gross assets would also result in a downgrade. The last rating action with respect to Equity Commonwealth was on May 20, 2015, when the ratings were affirmed and the outlook revised to stable from negative. Equity Commonwealth (NYSE: EQC) is a Chicago based, internally managed and self-advised real estate investment trust (REIT) with commercial office properties throughout the United States. As of Sept. 30, 2015, EQC's same-property portfolio comprised 67 properties and 25.3 million square feet. The principal methodology used in these ratings was Global Rating Methodology for REITs and Other Commercial Property Firms published in July 2010. ESTONNA MANAGEMENT: Case Summary & 10 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Estonna Management LLC dba The Brooks Pharmacy dba The Pharmacy at BCHC dba Vitality Compounding Pharmacy dba Vitality Pharmacy 3501 Health Center Blvd., Ste 1200 Bonita Springs, FL 34135 Case No.: 16-00292 Chapter 11 Petition Date: February 2, 2016 Court: United States Bankruptcy Court Southern District of Mississippi (Jackson-3 Divisional Office) Debtor's Counsel: Thomas M Hewitt, Esq. BUTLER SNOW LLP 1020 Highland Colony Pkwy Ste 1400 Ridgeland, MS 39157 Tel: 601-948-5711 Fax: 601-985-4500 Email: thomas.hewitt@butlersnow.com - and - Stephen W. Rosenblatt, Esq. BUTLER SNOW LLP P.O. Box 6010 Ridgeland, MS 39158-6010 Tel: 601-985-4504 Fax: 601-985-4500 Email: Steve.Rosenblatt@butlersnow.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Jack West, operations manager. A list of the Debtor's 10 largest unsecured creditors is available for free at http://bankrupt.com/misc/mssb16-00292.pdf EXGEN TEXAS: Moody's Lowers Rating on Term Loan B to B2 ------------------------------------------------------- Moody's Investors Service downgraded ExGen Texas Power, LLC's (EGTP) term loan B rating due September 2021 to B2 from B1 (approximately $666.3 million outstanding) and simultaneously downgraded EGTPs $20 million super-senior working capital credit facility due September 2019 to B1 from Ba3. The outlook on both credit facilities remains negative. RATINGS RATIONALE The downgrade principally reflects EGTP's continued financial underperformance with our expectation that EGTP will draw on its debt service reserve funds prior to Q3 2015. The rating also reflects continued weakness in the market in which EGTP operates and growing risk that EGTP's internal liquidity sources will be permanently lower than originally anticipated. The financial underperformance was further exacerbated by Wolf Hollow's nearly 40-day outage on its gas turbine unit #2 unit that commenced in early September 2015. Insurance will cover all repair costs, after the required deductible. Moody's also anticipates debt service coverage ratios (DSCR) to fall below 1.0x and funds from operations to debt (FFO/Debt) ratios to be below 5% for fiscal year 2016. Notwithstanding the expected draw on the debt service reserve, we acknowledge a portion of EGTP's liquidity utilization was always anticipated owing simply to the timing of EGTP's cash flow in which EGTP generates the bulk of its cash flow in the third quarter of each year, experiences negative cash flow in the fourth quarter, followed by flat to modestly positive cash flow in each of the first and second quarters. However, the amount of the shortfall is much greater than initially anticipated as EGTP's unhedged nameplate capacity has vastly underperformed financially compared to the capacity that is hedged. EGTP's hedged cash flow is generated pursuant to financially-settled heat rate call options (HRCOs) and spark spread forwards with Merrill Lynch Commodities, Inc. (MLCI) (guaranteed by Bank of America: Baa1, stable) providing nearly $110 million in fixed hedged premium, (or approximately $45 million in energy margin equivalent). While these hedges offer a degree of cash flow stability, the persistently soft merchant market has not produced enough additional energy margin for EGTP to fully cover variable and fixed operating costs, resulting in EGTP being more heavily reliant on its internal liquidity, which currently amounts to $67 million. Moody's believes that EGTP's liquidity could drop to around $20 million prior to Q3 2016. While expected cash flow during the third quarter is expected to bolster liquidity, the increase is not expected to reach September 2015 levels increasing the prospects for a permanent reduction in liquidity. Since EGTP's financing, EGTP has only repaid the 1% minimum required amortization as a result of the weak energy market. The maintenance of the negative outlook incorporates EGTP's increased reliance on its internal sources of liquidity and growing concern that these buckets may not be replenished to levels necessary in the current market climate. This is particularly the case given the abundance of available power generation resources in the ERCOT market and our belief that power prices will remain weak for the foreseeable future owing to regional excess capacity. While the performance to date has understandably raised refinancing risk for lenders, there remains over five years of runway before final term loan maturity. Given the negative outlook, there is little prospect for upward rating pressure at this time. The rating outlook could stabilize if summer revenues in ERCOT materially increase cash flow levels such that our near-term concerns about a permanent drop in liquidity is abated. The rating could face downward rating pressure should one or several assets experience prolonged operating difficulties or should incremental funding requirements be needed for EGTP outside of its existing embedded liquidity sources. Continued weakness in ERCOT throughout 2016 and into 2017 could also warrant downward rating pressure. EGTP owns a portfolio of five electric generating assets in Texas: the 738 MW Wolf Hollow combined-cycle facility in Granbury; the 510 MW Colorado Bend combined cycle facility in Wharton; the 1,265 MW Handley natural gas-fired steam boiler in Ft. Worth; the 808 MW Mountain Creek natural gas-fired boiler in Dallas; and the 156 MW simple cycle facility in La Porte. EGTP is 100% indirectly, wholly owned by Exelon Generation Company, LLC (ExGen: Baa2, stable). ExGen is a wholly-owned subsidiary of Exelon Corporation (Baa2 stable). The principal methodology used in these ratings was Power Generation Projects published in December 2012. FIRST DATA: Winslow Capital Holds 14.7% Stake as of Dec. 31 ----------------------------------------------------------- Winslow Capital Management, LLC disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2015, it beneficially owns 26,448,606 shares of common stock of First Data Corporation representing 14.7 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/JdZDwy About First Data Based in Atlanta, Georgia, First Data Corporation provides commerce and payment solutions for financial institutions, merchants, and other organizations worldwide. First Data reported a net loss attributable to the Corporation of $458 million on $11.2 billion of total revenues for the year ended Dec. 31, 2014, compared with a net loss attributable to the Corporation of $869 million on $10.8 billion of total revenues during the prior year. As of Sept. 30, 2015, the Company had $33.4 billion in total assets, $31.4 billion in total liabilities and $1.98 billion in total equity. * * * The Company carries a 'B3' corporate family rating, with a stable outlook, from Moody's Investors Service, a 'B' corporate credit rating, with stable outlook, from Standard & Poor's, and a 'B' long-term issuer default rating from Fitch Ratings. FOREST PARK REALTY: Seeks Authority to Use Sabra's Cash Collateral ------------------------------------------------------------------ Forest Park Realty Partners III, LP, and BT Forest Park Realty Partners seek authority from the U.S. Bankruptcy Court for the Northern District of Texas to use cash collateral to satisfy their normal and necessary operating expenses. The Debtors tell the Court that they must employ a "transition team" to maintain Forest Park Dallas's operational license and support the safety, maintenance, and stewardship of the Dallas campus to reinforce the sales efforts, process, and operations as necessary because the Operating Company is no longer able to operate the Forest Park Dallas facility. The Debtors add that the license, which is transferable to a new buyer, adds $7-$12 million in value to the Debtors' Properties. Moreover, the Debtors assert that their only source of operating funds is generated by the operation of the Properties. The Debtors allege that they will suffer irreparable and immediate harm if they are not granted the use of the cash collateral securing their prepetition indebtedness to continue the operation of the Properties. The Debtors add that continuation of the operation of the Properties is also vital to the confidence of their vendors and suppliers of the goods and services and to the preservation and maintenance of the going concern value of the Debtors' estates. According to the Debtors, without the funds, they will not be able to pay operating expenses and obtain goods and services needed to carry on their business during this sensitive period, in a manner that will avoid irreparable harm to the Debtors' estates. In addition, the Debtor tell the Court that Sabra, the lender, has consented to the Debtors' use of cash collateral in accordance with the December 2015 budget, which provides that not more than $50,000 per month will be used. According to the Debtors, they had agreed to this limitation that if the total budget amount is decreased, the $50,000 limit on use of cash collateral will be reduced proportionately in future months. The Debtors assure the Court that Sabra's interests are adequately protected by the Debtors' equity in real estate, which is fully covered by commercial property and liability insurance and valued at not less than $125 million as of the Petition Date. The Debtors further assure the Court that they will provide Sabra with a super-priority replacement lien on post-petition income to protect Sabra to the extent of any diminution in value of its collateral. Forest Park Realty Partners III, LP and BT Forest Park Realty Partners are represented by: Melissa S. Hayward, Esq. Julian Vasek, Esq. FRANKLIN HAYWARD, LLP 10501 N. Central Expy, Ste. 106 Dallas, Texas 75231 Telephone: (972) 755-7100 Facsimile: (972) 755-7110 Email: MHayward@FranklinHayward.com JVasek@FranklinHayward.com About Forest Park Realty Forest Park Realty Partners III, LP filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 15-34814) on Nov. 30, 2015. The petition was signed by Todd Furniss as manager of Neal Richards Group Forest Park Development LLC, its general partner. The Debtor estimated assets of $50 million to $100 million and liabilities of $100 million to $500 million. Franklin Hayward LLP represents the Debtor as counsel. Judge Stacey G. Jernigan has been assigned the case. The Debtor offers commercial construction and development services. Proofs of claim are due by March 28, 2016. FREEDOM COMMUNICATIONS: Panel's Challenge Period Moved to Feb. 8 ---------------------------------------------------------------- Freedom Communications Inc.'s official committee of unsecured creditors and prepetition agent Silver Point Finance LLC signed a third stipulation extending the time for the Committee to challenge the stipulations and admissions made by the Debtors under the Final DIP Order in connection with the prepetition debt and the prepetition senior liens. According to the Committee, its analysis of potential claims and defenses is ongoing. Pursuant to the third stipulation, the expiration of the challenge period is extended from Jan. 25 to Feb. 8, 2016. Attorneys for Official Committee of Unsecured Creditors: Robert J. Feinstein, Esq. Jeffrey W. Dulberg, Esq. PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., 13th Floor Los Angeles, CA 90067 Telephone: 310/277-6910 Facsimile: 310/201-0760 E-mail: rfeinstein@pszjlaw.com jdulberg@pszjlaw.com About Freedom Communications Headquartered in Santa Ana, California, Freedom Communications, Inc., owns two daily newspapers -- The Press-Enterprise in Riverside, Calif. and The Orange County Register in Santa Ana, Calif. Freedom Communications and 24 of its affiliates sought Chapter 11 bankruptcy protection in California with the intention of selling their assets to a group of local investors led by Rich Mirman, Freedom's chief executive officer and publisher. Headquartered in Santa Ana, California, Freedom owns two daily newspapers -- The Press-Enterprise in Riverside, Calif. and The Orange County Register in Santa Ana, Calif. Freedom Communications, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal. Proposed Lead Case No. 15-15311) on Nov. 1, 2015. Richard E. Mirman signed the petition as chief executive officer. Lobel Weiland Golden Friedman LLP serves as the Debtors' counsel. Freedom Communications Holdings estimated both assets and liabilities in the range of $10 million to $50 million. FREEDOM COMMUNICATIONS: Proposes March 16 Auction for All Assets ---------------------------------------------------------------- Freedom Communications, Inc., asks the Bankruptcy Court to approve procedures in connection with the sale of substantially all of the Company's assets. Freedom Communications and certain of its affiliates filed Chapter 11 cases in order to maximize the value of the Debtors and their assets by selling their business operations as a going concern under the supervision of the Bankruptcy Court. Provided that the contemplated sale results in the payment in full of their respective claims, the sale is supported by the Debtors' two primary prepetition secured creditors, Silver Point Finance, LLC and the Pension Benefit Guaranty Corporation. In addition, the Debtors anticipate that the contemplated sale will have the support of the Official Committee of Unsecured Creditors, which will be actively involved in the sale process. Several parties have expressed an interest in purchasing the Debtors' Assets; however, no party has submitted a final proposal. In light of the Debtors' budgeted cash position that contemplates the completion of the sale process by the end of March 2016, the Debtors determined it was in the best interests of all parties to file proposed sale and bidding procedures at this juncture so that all interested parties would have the maximum opportunity to bid for the Assets while still preserving the Debtors' ability to select a stalking horse bidder in connection with the auction and provide stalking horse protections to such bidder, if appropriate. In order to ensure that the Debtors receive the maximum value for their Assets, the Debtors will market their assets and conduct a fair and open auction. The Debtors proposed these procedures: * During the sale process, the Debtors shall consult with representatives of the Committee and Silver Point; * With the consent of the Committee and in consultation with the DIP Agent, are authorized to enter into an asset purchase agreement with a Stalking Horse Bidder with respect to all or a portion of the Assets not later than Feb. 5, 2016. * The Debtors will afford any potential bidder due diligence access or additional information as the Debtors deem appropriate. * A bid submitted with respect to all or any number or combination of the assets will be considered a qualified bid only if the bid exceeds the offer of the Stalking Horse Bidder, if any, by $250,000, the bidder has submitted a 10% refundable deposit, and the bid provides for a closing date not later than March 31, 2016. * Qualified bids are due not later than March 11, 2016, at 5:00 p.m. (prevailing Pacific Time). * If (i) a Stalking Horse Bidder is selected and one or more timely conforming Initial Overbids is received, (ii) no Stalking Horse Bidder is selected but two or more timely conforming Initial Overbids are received, or (iii) otherwise provided by the Bidding Procedures, the Debtors will conduct the Auction on March 16, 2016, at 10:00 a.m. (prevailing Pacific Time), at the offices of Lobel Weiland Golden Friedman LLP, 650 Town Center Drive, Suite 950, Costa Mesa, California 92626 * If the Successful Bidder fails to consummate the Sale because of a breach or failure to perform on the part of the Successful Bidder, the Successful Bidder's deposit shall be forfeited to the Debtors. * The DIP Lenders will have the right to use their allowed prepetition secured claims and postpetition secured claims, in all cases subject to Section 363(k) of the Bankruptcy Code, to credit bid with respect to any bulk or piecemeal sale of all or any portion of the Assets. * The Debtors will seek entry of the Sale Order from the Bankruptcy Court, approving and authorizing the Sale to the Successful Bidder(s) at the sale hearing to begin on or before March 21, 2016. The Debtors propose that any objections to the Sale be filed and served so as to be received no later than 9:00 a.m. (prevailing Pacific Time) on date of the Sale Hearing. The Debtors contemplate a robust sale process seeking to maximize the value of their Assets and, to this end, have engaged GlassRatner as their financial advisory firm, FTI as their investment banker, and Mosier & Company, Inc. as an independent sales representative to assist the Debtors in implementing the sale process. Mosier may be reached at: Robert P. Mosier MOSIER & COMPANY, INC 3151 Airway Avenue, Suite A-1 Costa Mesa, CA 92626 Tel: 714-432-0800 Fax: 714-432.7329 E-mail: rmosier@mosierco.com FTI Capital Advisors, LLC may be reached at: Christopher T. Nicholls Senior Managing Director FTI CONSULTING Three Times Square, 11th Floor New York, NY, 10036 Tel: 212 247 1010 Fax: 212 841 9350 E-mail: chris.nicholls@fticonsulting.com Changes to Bid Procedures The Debtors received comments from a handful of creditors and interested parties relating to the Bidding Procedures and other aspects of the Bidding Procedures and Sale Motion. The Debtors have worked to consensually resolve these issues and the Debtors believe that such issues have been, or will be, resolved to the satisfaction of the key constituents. The changes have the approval of the Committee and Silver Point. Specifically, creditors and parties-in-interest have raised these issues: 1. The Pension Benefit Guaranty Corporation, one of the largest secured creditors of the estates, has requested that it be included as a "Consultation Party" in connection with the Auction and Sale, along with representatives of the Committee and the DIP Agent, respectively. The Bidding Procedures have been revised to include the PBGC as one of the Consultation Parties. 2. Tribune Publishing, a potential bidder, has requested that any deposit made by a potential bidder be held by an entity other than the Debtors. The Bidding Procedures have been revised to provide that deposits will be held in the client trust account of counsel to the Committee, Pachulski Stang Ziehl & Jones LLP ("PSZJ"). PSZJ will provide wire instructions on "as requested" basis for said account. 3. MediaNews Group, Inc. d/b/a Digital First Media ("DFM"), a potential bidder, filed a limited objection, statement and reservation of rights in connection with the Bidding Procedures aspects of the Bidding Procedures and Sale Motion. As noted by DFM, the issues raised in the Limited Objection have been the subject of discussions between DFM and the Debtors, as well as the Committee and Silver Point, and the Debtors believe that the issues raised by DFM in the Limited Objection will be consensually resolved as follows: a. Deadline to Designate a Stalking Horse Bidder. DFM requests that the deadline for submitting a Stalking Horse Bid -- currently proposed for Feb. 5, 2016 -- be extended. The Bidding Procedures have been revised to provide for a one-week extension of the deadline until Feb. 12, 2016. b. Timing re Assumption and Assignment or Rejection. The Debtors have revised the Bidding Procedures and Bidding Procedures Order to provide for a Successful Bidder to have an opportunity following the Auction to evaluate the Debtors' executory contracts and unexpired leases, negotiate with the counter-parties thereto and designate them for assumption and assignment; provided that the Successful Bidder identifies such contracts and/or leases subject to potential assumption and assignment within 2 days of the Auction and makes all payments under such executory contracts and/or unexpired leases that become due during this period. To the extent additional contracts and/or leases are designated by the Successful Bidder during the post-Auction period, the assumption and assignment thereof will be the subject of a further motion filed by the Debtors. c. Potential Restricted Access to the Data Room. The Debtors have revised the Bidding Procedures to provide that, in the event that a Potential Bidder is designated a "competitor" by the Debtors such that its access to the Data Room is limited in accordance with the Bidding Procedures, such Potential Bidders' counsel and/or financial advisors (subject to the execution of an appropriate confidentiality agreement) will be allowed to review the withheld documents and information. d. Designation as a Potential Bidder. The Debtors intend to continue to work with DFM in connection with DFM's designation as a Potential Bidder, including executing an appropriate confidentiality agreement pursuant to which DFM will provide its financial statements to the Debtors. Assuming that DFM meets qualifications for a potential bidder, the Debtors anticipate that DFW will be designated as a potential bidder in connection with the auction. Attorneys for the Debtors: William N. Lobel, Esq. Alan J. Friedman, Esq. Beth E. Gaschen, Esq. Christopher J. Green, Esq. LOBEL WEILAND GOLDEN FRIEDMAN LLP 650 Town Center Drive, Suite 950 Costa Mesa, CA 92626 Telephone 714-966-1000 Facsimile 714-966-1002 E-mail: wlobel@lwgfllp.com afriedman@lwgfllp.com bgaschen@lwgfllp.com cgreen@lwgfllp.com Attorneys for Medianews Group, INC., d/b/a Digital First Media: Alan H. Martin, Esq. M. Reed Mercado, Esq. SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 650 Town Center Drive, 4th Floor Costa Mesa, CA 92626 Telephone: 714.513.5100 Facsimile: 714.513.5130 E-mail: amartin@sheppardmullin.com rmercado@sheppardmullin.com About Freedom Communications Headquartered in Santa Ana, California, Freedom Communications, Inc., owns two daily newspapers -- The Press-Enterprise in Riverside, Calif. and The Orange County Register in Santa Ana, Calif. Freedom Communications and 24 of its affiliates sought Chapter 11 bankruptcy protection in California with the intention of selling their assets to a group of local investors led by Rich Mirman, Freedom's chief executive officer and publisher. Headquartered in Santa Ana, California, Freedom owns two daily newspapers -- The Press-Enterprise in Riverside, Calif. and The Orange County Register in Santa Ana, Calif. Freedom Communications, Inc., et al., filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal. Proposed Lead Case No. 15-15311) on Nov. 1, 2015. Richard E. Mirman signed the petition as chief executive officer. Lobel Weiland Golden Friedman LLP serves as the Debtors' counsel. Freedom Communications Holdings estimated both assets and liabilities in the range of $10 million to $50 million. GT ADVANCED: Ch. 11 Plan Goes to March 3 Confirmation Hearing ------------------------------------------------------------- Judge Henry J. Boroff of the U.S. Bankruptcy Court for the District of New Hampshire on Feb. 2, 2016, approved the disclosure statement explaining GT Advanced Technologies, Inc., et al.'s joint plan of reorganization and scheduled the hearing to consider confirmation of the plan for March 3, 2016, at 10:00 a.m. (prevailing Eastern Time). To be counted as a vote, all Ballots must be received by no later than Feb. 26. Objections or responses to confirmation of the Plan must be received no later than Feb. 26. The Debtors may file and serve replies to the objections and a memorandum in support of confirmation of the Plan on or before Feb. 29. In connection with the Plan, the Financing Support Parties have committed $80 million of Exit Financing that will fund, in part, the Debtors' obligations under the Plan. Prior to the Disclosure Statement hearing, the Debtors amended the Plan outline to correct typographical errors. A blacklined version of the Disclosure Statement dated Feb. 1, 2016, is available at http://bankrupt.com/misc/GTAds0201.pdf About GT Advanced Headquartered in Merrimack, New Hampshire, GT Advanced Technologies Inc. -- http://www.gtat.com/-- produces materials and equipment for the electronics industry. On Nov. 4, 2013, GTAT announced a multi-year supply deal with Apple Inc. to produce sapphire glass material for use in consumer electronics products. Under the deal, Apple would provide GTAT with a prepayment of approximately $578 million paid in four installments and, starting in 2015, GTAT would reimburse Apple for the prepayment over a five-year period. GT is a publicly held corporation whose stock was traded on NASDAQ under the ticker symbol "GTAT." GTAT was de-listed from the NASDAQ stock exchange in October 2014. As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and eight affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D.N.H. Lead Case No. 4-11916). GT says that it has sought bankruptcy protection due to a severe liquidity crisis brought about by its issues with Apple. The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. The U.S. Trustee has named seven members to the Official Committee of Unsecured Creditors. The Committee' professionals are Kelley Drye as its bankruptcy counsel; Devine, Millimet & Branch, Professional Association as local counsel; EisnerAmper LLP as financial advisors; and Houlihan Lokey Capital, Inc. as investment banker. GTAT has reached a settlement with Apple. The settlement gives Apple an approved claim for $439 million secured by more than 2,000 sapphire furnaces that GT Advanced owns and has four years to sell, with proceeds going to Apple. In addition, Apple gets royalty-free, non-exclusive licenses for GTAT's technology. The bankruptcy case is assigned to Judge Henry J. Boroff. HAGGEN HOLDINGS: Court Approves Zolfo Cooper as Panel's Consultant ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of Haggen Holdings, LLC, et al., sought and obtained permission from the Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware to retain Zolfo Cooper, LLC as bankruptcy consultants and financial advisors, effective September 21, 2015. The Committee requires Zolfo Cooper to: (a) advise the Committee regarding the sale of the Debtors' business or assets, including communicating with potential bidders, evaluating bids and attending the sale auction and sale hearing; (b) monitor the Debtors' cash flow and operating performance, including: -- comparing actual financial and operating results to plans, -- evaluating the adequacy of financial and operating controls, -- tracking the status of the Debtors/Debtors' professionals' progress relative to developing and implementing programs such as preparation of a business plan, identifying and disposing of non-productive assets, and other such activities, -- preparing periodic presentations to the Committee summarizing findings and observations resulting from Zolfo Cooper's monitoring activities; (c) analyze and comment on operating and cash flow projections, business plans, operating results, financial statements, other documents and information provided by the Debtors/Debtors' professionals, and other information and data pursuant to the Committee's request; (d) advise the Committee concerning interfacing with the Debtors, other constituencies and their respective professionals; (e) prepare for and attend meetings of the Committee and subcommittees thereof; (f) analyze claims and perform investigations of potential preferential transfers, fraudulent conveyances, related- party transactions and such other transactions as may be requested by the Committee; (g) analyze and advise the Committee about any proposed plan of reorganization, including the related assumptions and rationale, and the related disclosure statement; and (h) provide other services as requested by the Committee. Zolfo Cooper will be paid at these hourly rates: Managing Directors $77S-$925 Professional Staff $265-$770 Support Personnel $60-$310 Zolfo Cooper will also be reimbursed for reasonable out-of-pocket expenses incurred. David MacGreevey, managing director of Zolfo Cooper, 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. Zolfo Cooper can be reached at: David MacGreevey ZOLFO COOPER Grace Building 1114 Avenue of the Americas, 41st Floor New York, NY 10036 Tel: (212) 561-4187 E-mail: dmacgreevey@zolfocooper.com About Haggen Holdings Headquartered in Bellingham, Washington, Haggen was founded in 1933 as a single grocery store. From 1933 to 2014, Haggen grew into a 30 store family-run grocery chain, with stores located in the northwestern United States. From 2011 to 2014, Haggen reduced its store base to 18, including a stand-alone pharmacy location. Haggen rapidly expanded in 2014 and 2015, and, as of the Petition Date, Haggen owned and operated 164 stores through three operating companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco South, LLC. Haggen Holdings, LLC, and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to 15-11879) on Sept. 8, 2015, with the intention of reorganizing, or selling as a going concern, their stores for the benefit of their creditors. The petitions were signed by Blake Barnett, the chief financial officer. The Debtors estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors' local counsel. Stroock & Stroock & Lavan LLP serves as the Debtors' general counsel. Alvarez & Marsal North America, LLC, acts as the Debtors' financial advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. In September 2015, T. Patrick Tinker, assistant U.S. trustee for Region 3, appointed seven creditors to the official committee of unsecured creditors. HAGGEN HOLDINGS: Hires Huntley Mullaney as Real Estate Consultant ----------------------------------------------------------------- Haggen Holdings, LLC and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Huntley, Mullaney, Spargo & Sullivan, Inc. as special real estate consultant to the Debtors, nunc pro tunc November 18, 2015. The Debtors require Huntley Mullaney to: (a) negotiate with landlords and their agents with respect to lease modifications and terminations and present proposed transactions to the Debtors for approval; (b) assist the Debtors in implementing and negotiating lease restructures and terminations; (c) provide financial advice and participate in meetings of negotiations with creditors, stakeholders, and other appropriate parties in connection with the bankruptcy filing; (d) provide advice on potential sales or other disposition of the Debtors real property assets or businesses; (e) assist in communication and negotiations with the Debtors constituents, including creditors, employees, vendors, shareholders and interested parties in connection with a lease restructuring plan; (f) advise and attend meetings of the Debtors' board of directors and committees as needed; (g) provide general lease restructuring advice; and (h) obtain broker opinions of value from local real estate brokers for proposed transactions. Pursuant to the terms of the Engagement Agreement, Huntley Mullaney will receive compensation in the following forms: an advisory fee, monthly fees, and incentive-based and fixed fees: -- Advisory Fee: The Debtors have agreed to pay to Huntley Mullaney, subject to Court approval, an advance advisory fee in the amount of $50,000. The Advisory Fee shall compensate Huntley Mullaney for the performance of future services pursuant to the Engagement Agreement. The Advisory Fee shall be fully earned and nonrefundable when paid, but Huntley Mullaney shall credit 100% of the Advisory Fee against future incentive fees earned by Huntley Mullaney pursuant to the Engagement Agreement. -- Monthly Fees: On the first day of each month, Huntley Mullaney shall be entitled to a monthly fee in the amount of $17,000. An amount equal to $3,500 of each monthly fee will be credited to incentive fees earned. In the event that a monthly fee is paid for a month in which Huntley Mullaney is only retained for a portion of that month, the monthly fee will be prorated. -- Lease Restructure Incentive Fees: In the event that Huntley Mullaney successfully renegotiates the rent terms or duration of a lease, Huntley Mullaney shall be paid a fee equal to the greater of (a) $10,000 or (b) 10% of the total savings achieved for the entire remaining scheduled term of the lease, as modified, and the landlord capital contribution, if any, and discounted at 3.25%. The Lease Restructure Incentive Fee will be capped at $150,000 per lease. In addition to the incentive fees referred to in the Engagement Agreement, in the case of each Lease Restructure, Huntley Mullaney shall receive a $2,500 fixed fee for each lease year of base term that is eliminated or converted to an option. -- Lease Termination Incentive Fees: In the event that Huntley Mullaney successfully negotiates the termination of a lease, Huntley Mullaney shall be paid a fee equal to the greater of (a) $10,000 or (b) 6% of the total key money and other consideration received by Debtors and savings achieved as a result of the lease termination. The savings are calculated by subtracting the maximum amount recoverable by a landlord upon rejection of a particular lease pursuant to section 365 of the Bankruptcy Code from the amount, if any, that Debtors agree to pay in settlement thereof. The Lease Termination Incentive Fee will be capped at $150,000 per lease for all individual leases. -- Lease Sale or Sublease Incentive Fees: In the event that Huntley Mullaney successfully arranges the sale, assignment, or sublease of a leasehold interest to a new tenant, Huntley Mullaney shall be paid a fee equal to the greater of (a) $10,000 or (b) 4% of the cash received by Debtors, if any, and 4% of the value of the Lease Obligation that becomes the obligation of the assignee or subtenant; provided, however, if the property is assigned or subleased with the services of a local broker that is retained by Huntley Mullaney, then the Lease Sale or Sublease Incentive Fee is 6% of the cash received by Debtors, if any, and 6% of the value of the Lease Obligation that becomes the obligation of the assignee or subtenant. Huntley Mullaney will retain local brokers under a separate brokerage agreement; provided, however, that Debtors shall have sole authority to determine whether to utilize a local broker and, if so, whom to retain. The Lease Sale or Sublease Incentive Fee is payable upon execution of a Lease Sale or Sublease, regardless of whether the assignee or subtenant was procured by Debtors, Huntley Mullaney, any broker or other party. The Lease Sale or Sublease Incentive Fee will be capped at $270,000 per site. Huntley Mullaney will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas Mullaney, vice president of Huntley Mullaney, 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. Huntley Mullaney can be reached at: Thomas P. Mullaney HUNTLEY, MULLANEY, SPARGO & SULLIVAN, INC. 3001 Douglas Blvd., Ste. 330 Roseville, CA 95661 Tel: (800) 641-3221 About Haggen Holdings Headquartered in Bellingham, Washington, Haggen was founded in 1933 as a single grocery store. From 1933 to 2014, Haggen grew into a 30 store family-run grocery chain, with stores located in the northwestern United States. From 2011 to 2014, Haggen reduced its store base to 18, including a stand-alone pharmacy location. Haggen rapidly expanded in 2014 and 2015, and, as of the Petition Date, Haggen owned and operated 164 stores through three operating companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco South, LLC. Haggen Holdings, LLC, and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to 15-11879) on Sept. 8, 2015, with the intention of reorganizing, or selling as a going concern, their stores for the benefit of their creditors. The petitions were signed by Blake Barnett, the chief financial officer. The Debtors estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors' local counsel. Stroock & Stroock & Lavan LLP serves as the Debtors' general counsel. Alvarez & Marsal North America, LLC, acts as the Debtors' financial advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. In September 2015, T. Patrick Tinker, assistant U.S. trustee for Region 3, appointed seven creditors to the official committee of unsecured creditors. HAGGEN HOLDINGS: Hires KPMG LLP as Tax Consultants -------------------------------------------------- Haggen Holdings, LLC and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ KPMG LLP as tax consultants, nunc pro tunc to October 28, 2015. The Debtors required KPMG LLP to provide the following services: (a) Phase 1: Taking into consideration the Debtors' chapter 11 cases, an analysis and recommendation of: -- the appropriate tax treatment of certain real and intangible property acquisitions during 2015 (including but not limited to the acquiring entity, the disposing entity, and all related transfers of property or property rights); -- the determination of initial tax basis and adjusted tax basis in such properties, and -- the calculation of gain upon the disposition of such properties for U.S. federal and state income tax purposes. (b) Phase 2: At the conclusion of Phase 1, and at the client's request, all other tax consulting services with respect to such matters that may arise from the Debtors' chapter 11 cases including, but not limited to, cancellation of indebtedness income, net operating loss limitations, worthless stock losses, and related modeling. KPMG LLP will be paid at these hourly rates: Tax Consulting Services Discounted Rate – Phase 1 Partner $780 Managing Director $715 Senior Manager $667 Manager $537-$618 Senior Associate $455 Paraprofessional $179-$212 Tax Consulting Services Discounted Rate – Phase 2 Partner $960 Managing Director $880 Senior Manager $820 Manager $660-$760 Senior Associate $560 Paraprofessional $220-$260 KPMG LLP will also be reimbursed for reasonable out-of-pocket expenses incurred. James E. Carreon, principal of KPMG LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. KPMG LLP can be reached at: James E. Carreon KPMG LLP 550 South Hope St., Ste. 1500 Los Angeles, CA 90071-2629 Tel: (213) 972-4000 Fax: (213) 622-1217 About Haggen Holdings Headquartered in Bellingham, Washington, Haggen was founded in 1933 as a single grocery store. From 1933 to 2014, Haggen grew into a 30 store family-run grocery chain, with stores located in the northwestern United States. From 2011 to 2014, Haggen reduced its store base to 18, including a stand-alone pharmacy location. Haggen rapidly expanded in 2014 and 2015, and, as of the Petition Date, Haggen owned and operated 164 stores through three operating companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco South, LLC. Haggen Holdings, LLC, and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to 15-11879) on Sept. 8, 2015, with the intention of reorganizing, or selling as a going concern, their stores for the benefit of their creditors. The petitions were signed by Blake Barnett, the chief financial officer. The Debtors estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors' local counsel. Stroock & Stroock & Lavan LLP serves as the Debtors' general counsel. Alvarez & Marsal North America, LLC, acts as the Debtors' financial advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. In September 2015, T. Patrick Tinker, assistant U.S. trustee for Region 3, appointed seven creditors to the official committee of unsecured creditors. HAGGEN HOLDINGS: Taps Morris Nichols as Special Litigation Counsel ------------------------------------------------------------------ Haggen Holdings, LLC and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Morris, Nichols, Arsht & Tunnell LLP as Delaware special litigation counsel in connection with the Albertson's Litigation, nunc pro tunc to the September 8, 2015 petition date. Prior to the Petition Date, and pursuant to an engagement letter dated August 31, 2015, the Debtors retained Morris Nichols as Delaware counsel with Boies, Schiller & Flexner LLP in connection with the following civil court actions: (i) Haggen Holdings, LLC v. Albertson's LLC & Albertson's Holdings LLC, Case No. 1:15-cv-00768, which is pending in the United States District Court for the District of Delaware and (ii) Albertson's LLC and Albertson's Holdings LLC v. Haggen Holdings, LLC, Case No. N15C-07-161, which is pending in the Superior Court for the State of Delaware. The Debtors require Morris Nichols to: (a) give advice to the Debtors with respect to the Albertson's Litigation; (b) prepare and review motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the prosecution or defense of the Albertson's Litigation; (c) represent the Debtors in all trials, hearings or arbitration proceedings with respect to the Albertson's Litigation; and (d) protect the interests of the Debtors with respect to the Albertson's Litigation. Morris Nichols will be paid at these hourly rates: S. Mark Hurd $765 Partners $565-$910 Associates $305-$500 Paraprofessionals $260-$300 Case Clerks $155 Morris Nichols will also be reimbursed for reasonable out-of-pocket expenses incurred. S. Mark Hurd, partner in the Corporate and Business Litigation group at the law firm of Morris Nichols, 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. Morris Nichols provided in response to the request for additional information set forth in D.1 of the Revised UST Guidelines: -- Morris Nichols was retained by the Debtors pursuant to an engagement letter dated August 31, 2015. The billing rates and material terms of the prepetition engagement are the same as the rates and terms described in this Declaration. No adjustments were made to either the billing rates or the material financial terms of Morris Nichols' employment by the Debtors as a result of the filing of these Chapter 11 Cases. -- Morris Nichols is in the process of preparing a prospective budget and staffing plan for Morris Nichols' engagement for the post-petition period, which is to be approved by the client. Morris Nichols can be reached at: S. Mark Hurd, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market Street Wilmington, DE 19801 Tel: (302) 658-9200 E-mail: shurd@mnat.com About Haggen Holdings Headquartered in Bellingham, Washington, Haggen was founded in 1933 as a single grocery store. From 1933 to 2014, Haggen grew into a 30 store family-run grocery chain, with stores located in the northwestern United States. From 2011 to 2014, Haggen reduced its store base to 18, including a stand-alone pharmacy location. Haggen rapidly expanded in 2014 and 2015, and, as of the Petition Date, Haggen owned and operated 164 stores through three operating companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco South, LLC. Haggen Holdings, LLC, and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to 15-11879) on Sept. 8, 2015, with the intention of reorganizing, or selling as a going concern, their stores for the benefit of their creditors. The petitions were signed by Blake Barnett, the chief financial officer. The Debtors estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors' local counsel. Stroock & Stroock & Lavan LLP serves as the Debtors' general counsel. Alvarez & Marsal North America, LLC, acts as the Debtors' financial advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. In September 2015, T. Patrick Tinker, assistant U.S. trustee for Region 3, appointed seven creditors to the official committee of unsecured creditors. HAGGEN HOLDINGS: Wants to Begin Puyallup Store Closing Sales ------------------------------------------------------------ Haggen Holdings, LLC, and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware for authorization to commence store closing sales at their Puyallup Store located at 11012 Canyon Rd. East in Puyallip, Washington. The Debtors relate that according to the analysis conducted by their management, in consultation with their financial advisors, two categories of stores were identified: (a) "non-core" stores, which provide limited benefit to the Debtors and their estates, and (b) "core" stores, which are located in strategic locations. The Debtors further relate that they identified 27 locations as the initial Non-Core Stores ("Phase 1 Stores") for which they would conduct store closing sales ("Non-Core Store Closing Sales"), many of which have operating pharmacies on the premises. The Debtors add that they have identified 100 additional Non-Core Stores ("Phase 2 Stores") for which it would conduct Non-Core Store Closing Sales. The Debtors tell the Court that in addition to conducting the Non-Core Store Closing Sales, they determined that it was in their best interest to separately market and sell their interests in the Non-Core Stores and certain additional assets ("Non-Core Sales"). The Debtors further tell the Court that they obtained Court approval to sell 36 Non-Core Stores in the aggregate to two stalking-horse bidders, Gelson's Markets and Smart& Final Stores, LLC. The Debtors contend that in addition to the stalking horse sales, the Court approved the sale of approximately 50 additional Non-Core Stores to certain third parties and landlords, including the sale of the Puyallup Store to Albertson's LLC, pursuant to an asset purchase agreement between certain of the Debtors and Albertson's. The Debtors further contend that pursuant to the Albertson's Asset Purchase Agreement, each of the stores to be assigned to Albertson's, including the Puyallup Store, is required to be delivered by the Debtors to Albertson's "dark". The Debtors relate that they had decided, in their business judgment, not to include the Puyallup Store in the Non-Core Store Closing Sales, and continue to operate and have not yet liquidated the assets of the Puyallup Store. The Debtors note that the Court approved a settlement agreement ("Wave Settlement Agreement") between the Debtors and GIG TCG Wave Master Property Owner LLC, the landlord of certain of the Debtors' stores, including the Puyallup Store, pursuant to which the parties agreed that (i) the related lease agreement, as it pertains to the Puyallup Store, would be assumed and assigned to Albertson's and (ii) the conditions set forth in Section 5.2 of the Albertson's APA, as such conditions relate to the Puyallup Store, shall be satisfied no later than March 10, 2016 ("Puyallup Deadline"). The Debtors have determined that it is necessary to close, and liquidate the Store Closing Assets consisting of merchandise and furniture, fixtures and equipment ("FF&E") located at the Puyallup Store ("Store Closing Sales") prior to March 10, 2016. The Debtors tell the Court that they have selected Hilco Merchant Resources, LLC, as the agent to conduct the Store Closing Sales. The Debtors further tell the Court that they are seeking authority to enter into the Liquidation Agreement, which they determined in their business judgment, proposes the most favorable terms. The proposed Liquidation Agreement contains, among others, the following relevant terms: (1) Supplemental Sale Term: The Supplemental Sale Term will commence on or about Feb. 4, 2016 and terminate no later than March 7, 2016. (2) Agent's Undertakings: During the Supplemental Sale Term, Agent shall, among others, in collaboration with Merchant, (a) provide qualified supervisors engaged by Agent to oversee the Management of the Store; (b) determine appropriate point-of-sale and external advertising for the Store, approved in advance by Merchant; and (c) determine appropriate discounts of Merchandise, staffing levels for the Store, approved in advance by Merchant, and appropriate bonus and incentive programs, if any, for the Store's employees, approved in advance by Merchant. (3) Agent Fee and Expenses: In consideration of its services hereunder, provided the Gross Cost Recovery is no less than 88% ("Base Fee Threshold"), Agent will earn a fee equal to one half of one percent ("Agent's Supplemental Fee") of the aggregate Gross Proceeds of Merchandise sold at the Store. If the Gross Cost Recovery is less than the Base Fee Threshold, Agent shall not earn any fee for services. If the Gross Cost Recovery is equal to or greater than (i) 91.5%, Agent's Supplemental Fee shall be increased by one quarter of one percent for a total Agent's Supplemental Fee of three quarters of one percent of the aggregate Gross Proceeds of Merchandise sold at the store and (ii) 100%, Agent's Supplemental Fee shall be increased by fifteen basis points for a total Agent's Supplemental Fee of nine tenths of one percent of the aggregate Gross Proceeds of Merchandise sold at the store. The Debtors seek authority to sell or transfer certain surplus, obsolete, non-core, or burdensome assets ("De Minimis Assets") located at the Puyallup Store, for the highest or best offer received in accordance with the following De Minimis Asset Sale Procedures, among others: (a) Any such sale or transfer shall be free and clear of all liens, claims and encumbrances with such liens, claims and encumbrances attaching only to the proceeds of such sale or transfer with the same validity, extent and priority as immediately prior to the transaction. (b) For sales or transfers of De Minimis Assets in any individual transaction or series of related transactions to a single buyer or group of related buyers with a sale price, as measured by the amount of cash and other consideration to be received by the Debtors on account of the assets to be sold ("Sale Price"), less than or equal to $200,000, objections, if any, must be in writing and served on the other Notice Parties and counsel to the Debtors so as to be received by all such parties prior to 4:00 p.m. on the second business day after service of the De Minimis Asset Sale Notice and must state with specificity the grounds for the objection. (c) For sales or transfers of De Minimis Assets in any individual transaction or series of related transactions to a single buyer or group of related buyers with a Sale Price greater than $200,000 and less than or equal to $2,000,000, objections, if any, must be in writing and served on the other Notice Parties and counsel to the Debtors so as to be received by all such parties prior to 4:00 p.m. on the fifth business day after service of the De Minimis Asset Sale Notice and must state with specificity the grounds for the objection. (d) If no written objections are timely filed by any of the Notice Parties in accordance with the applicable provisions of the De Minimis Asset Sale Procedures, the Debtors are authorized to immediately consummate such transaction without further order of the Court or notice to any party. (e) All buyers will acquire the De Minimis Assets sold or transferred by the Debtors pursuant to the De Minimis Asset Sale Procedures on an "AS IS- WHERE IS" basis without any representations or warranties from the Debtors as to the quality or fitness of such assets for either their intended or any other purposes. The Debtors relate that they intend to sell the De Minimis Assets where possible. They further relate that to the extent that the Debtors are unable to find purchasers for any De Minimis Asset or determine, in the exercise of their reasonable business judgment, that any potential recovery from a future sale is outweighed by the cost of continuing to maintain, relocate and store such De Minimis Asset, the Debtors seek authority to abandon property in accordance with the terms of the Liquidation Agreement. The Debtors' Motion is supported by the Declaration of Jonathan P. Goulding, Managing Director with Alvarez & Marsal North America, LLC ("A&M"). A&M assisted the Debtors' management team in performing a comprehensive analysis of the Debtors' financial performance, which included an in-depth review of the performance of the Debtors' grocery stores and the market in which the Debtors operate. Haggen Holdings is represented by: Matthew B. Lunn, Esq. Robert F. Poppiti, Jr., Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302)571-6600 Facsimile: (302)571-1256 E-mail: mlunn@ycst.com rpoppiti@ycst.com - and - Frank A. Merola, Esq. Sayan Bhattacharyya, Esq. STROOCK & STROOCK & LAVAN LLP 180 Maiden Lane New York, NY 10038 Telephone: (212)806-5400 Facsimile: (212)806-6006 E-mail: fmerola@stroock.com sbhattacharyya@stroock.com About Haggen Holdings Headquartered in Bellingham, Washington, Haggen was founded in 1933 as a single grocery store. From 1933 to 2014, Haggen grew into a 30 store family-run grocery chain, with stores located in the northwestern United States. From 2011 to 2014, Haggen reduced its store base to 18, including a stand-alone pharmacy location. Haggen rapidly expanded in 2014 and 2015, and, as of the Petition Date, Haggen owned and operated 164 stores through three operating companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco South, LLC. Haggen Holdings, LLC, and its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to 15-11879) on Sept. 8, 2015, with the intention of reorganizing, or selling as a going concern, their stores for the benefit of their creditors. The petitions were signed by Blake Barnett, the chief financial officer. The Debtors estimated assets of $50 million to $100 million and estimated liabilities of $10 million to $50 million. Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors' local counsel. Stroock & Stroock & Lavan LLP serves as the Debtors' general counsel. Alvarez & Marsal North America, LLC, acts as the Debtors' financial advisor. Kurtzman Carson Consultants LLC serves as the Debtors' claims and noticing agent. In September 2015, T. Patrick Tinker, assistant U.S. trustee for Region 3, appointed seven creditors to the official committee of unsecured creditors. HANCOCK FABRICS: Files for Chapter 11 Bankruptcy Anew ----------------------------------------------------- Hancock Fabrics, Inc., et al., sought Chapter 11 bankruptcy protection four years after the closure of their prior bankruptcy cases. Hancock, a specialty fabric retailer operating 263 stores under the name "Hancock Fabrics", said that in recent years it has experienced a challenging business environment and has been burdened by significant legacy costs. In 2014 alone, the Company's noncontributory qualified defined benefit pension program and supplemental retirement benefit plan costs increased by approximately $4 million and the total amount by which the plan was underfunded increased from $28.4 million to $43.8 million. Hancock employs approximately 4,500 full-time and part time employees. For the 2014 fiscal year ending Jan. 31, 2015, Hancock posted a loss of approximately $3.2 million and earnings before taxes, depreciation and amortization of approximately $6.8 million. For fiscal year ending Jan. 30, 2016, the Company expects to have revenues of approximately $269 million and a loss of approximately $3 million on an EBITDA basis. "Due to these and other factors, the Company has been forced to rely on bank borrowing to fund its working capital needs, its required cash contribution to the Company's pension plan, capital expenditures and its operations," said Dennis Lyons, senior vice president and chief administrative officer of Hancock. "These expenses plus ongoing cash needs have created a leverage situation that is unsustainable for the future," he added. Mr. Lyons further disclosed that the Company posted disappointing sales for the third and fourth quarter of its current fiscal year. Holiday sales, which typically comprise almost half of the Company's annual sales, were more than $8 million below forecast. According to Mr. Lyons, these losses were driven, in part, by significant discounts offered by some of the Company's principal competitors and other market conditions affecting retail businesses. Moreover, certain of the Company's underperforming stores represent a disproportionate share of its costs. As a result, the Company lacked the necessary liquidity for its operations. The Company intends to use the Chapter 11 cases to (i) gain access to liquidity, (ii) reduce pension and operational costs, (iii) realign its store locations and format, (iv) execute one or more options to create value for stakeholders. Among other things, the Company is focused on the sale of certain portions or all of its business as a going concern as well as other third party investments and asset disposition options. DIP Commitment and Sale Process Wells Fargo Bank, N.A., and GACP Finance Co., LLC, the agents under the Debtors' Prepetition Senior Obligations, have consented to the Company's use of cash collateral. The Company has further secured a commitment for debtor-in-possession financing from Wells Fargo, as administrative agent and collateral agent, GACP, as term agent, and the lenders. The proposed postpetition financing arrangement contemplates the sale of the Company's business within less than 45 days following the Petition Date. After extensive analysis and discussion, management ultimately determined that 70 stores should be immediately closed and going out-of-business sales conducted with the assistance of a national liquidation firm in order to reduce outstanding debt and focus the Company on a smaller but higher margin store base. The Company determined that the proposal from Great American Group represented the most favorable terms to the Company. The GA Fee Proposal has an incentive-based commission structure that aligns Great American's interest with maximizing the value while capping certain sale related expenses at budgeted amounts agreed to by Great American. While the Company is hopeful that a going concern offer will be finalized and presented, in order to ensure that the proposed auction process is robust, Lincoln International LLC, the Debtors' investment banker, was directed to and began solicitation of back-up liquidation "equity" bids for the 185 stores not identified for closure. After analyzing the proposals and competitively negotiating the terms thereof with each of the firms that submitted proposals, the Company has accepted a back-up bid from Great American through an equity agency agreement to monetize the inventory of the Remaining Stores, inventory in the Company's distribution center and store fixtures. The Back-up Bid will set a floor for the Debtors' postpetition marketing and auction process in the event that a going concern bid has not been fully developed in accordance with a proposed sale timeline. The Back-up Bid includes a guaranteed amount equal to 108% of the cost value of inventory regardless of the ultimate success of the GOB sales. Eighty-five percent of the Guaranteed Amount will be paid to the Company by the Back-up Bidder upon the commencement of the proposed GOB sales, with the remainder of the Guaranteed Amount paid at the completion of the sales. First Day Motions The Company has requested various types of relief in "first day motions" in order to minimize the adverse effects of the commencement of the Chapter 11 cases. The Company is seeking permission to, among other things, obtain senior secured postpetition financing, use cash collateral, pay employee compensation, use existing cash management system, and prohibit utility providers from discontinuing services. A copy of the declaration in support of the First Day Motions is available for free at: http://bankrupt.com/misc/4_HANCOCK_Declaration.pdf About Hancock Fabrics On March 21, 2007, Hancock Fabrics, including all of its then-affiliated entities, filed petitions under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. The Chapter 11 plan of reorganization was confirmed on July 22, 2008, and was effective as of Aug. 1, 2008. The 2007 cases were closed as of Sept. 9, 2010, and were briefly reopened in September 2011 to seek Bankruptcy approval of the settlement of a litigation matter. Following the Bankruptcy Court's approval of the settlement, the 2007 Bankruptcy Cases were again closed on Nov. 15, 2011. Hancock Fabrics, Inc. and six of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10296 to 16-10302) on Feb. 2, 2016. Dennis Lyons, the senior vice president and chief administrative officer, signed the petitions. Judge Brendan Linehan Shannon is assigned to the cases. The Debtors have engaged O'Melveny & Myers LLP as general counsel, Richards, Layton & Finger, P.A., as local counsel, Clear Thinking Group LLC as financial advisor, Retail Consulting Services, Inc. d/b/a Real Estate Advisors as real estate advisors and Kurtzman Carson Consultants, LLC as claims and noticing agent. The Debtors disclosed total assets of $151.4 million and total debts of $182.1 million. The Debtors owe its trade vendors approximately $21.2 million as of Jan. 31, 2016. HML ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: HML Enterprises, LLC P.O. Box 630825 Nacogdoches, TX 75963 Case No.: 16-90030 Chapter 11 Petition Date: February 2, 2016 Court: United States Bankruptcy Court Eastern District of Texas (Lufkin) Judge: Hon. Bill Parker Debtor's Counsel: Steven Milton Dowd, Esq. LAW OFFICE OF STEVEN M DOWD 102 East Hubbard St., Suite 102 Lindale, TX Fax: 888-376-0071 Email: smdowd9000@aol.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Michael Stradard, CEO. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txeb16-90030.pdf HORSEHEAD HOLDING: Files for Chapter 11 to Restructure Debt ----------------------------------------------------------- Zinc producer Horsehead Holdings, et al., sought Chapter 11 bankruptcy protection blaming historically low commodity prices and weaker near-term global demand. The Debtors said their operating performance has been negatively impacted by challenges arising from its zinc processing facility located in Mooresboro, North Carolina. Since construction began in 2011, the Debtors have experienced a number of significant operational, production, and equipment issues associated with the ramp-up of the Mooresboro Facility. Costs associated with the Mooresboro Facility significantly exceeded the estimated expenses, the Debtors maintained. Zinc prices decreased approximately 30% since 2014 to an average price of $0.69/lb in December 2015 while Nickel prices declined roughly 41% over the same period, and averaged $3.94/lb in December 2015, the Debtors disclosed in the bankruptcy filing. Increased competition in the industry and decreased demand from their customer base have contributed to their need to restructure their debts, the Debtors said. Last month, Horsehead obtained separate notices of default from Macquarie Bank Limited, administrative agent under the Debtors' asset-based lending facility, and Bank, N.A., administrative agent under the Debtors' asset-based lending facility which resulted in the closure of certain of the Debtors' bank accounts. Both Macquarie and PNC have agreed to temporarily forbear from exercising their rights and remedies related to those defaults. The Debtors seek to obtain a financing package to address their liquidity needs, enable them to operate their businesses in a manner that will permit them to preserve and maximize the value of their estates, and avoid immediate and irreparable harm to their estates and stakeholders. The Debtors said they are finalizing negotiations with respect to a financing package, which will provide for the terms and conditions of debtor-in-possession financing. In addition, the Debtors and certain holders of their Senior Secured Notes have negotiated, among other things, the following Chapter 11 plan milestones: * file a plan of reorganization acceptable to certain DIP lenders and the ad hoc group of Senior Secured Note holders, on the one hand, and the Debtors, on the other hand within 40 days of the Petition Date; * file a disclosure statement with respect to the Acceptable Plan with the Court within 40 days of the Petition Date; * entry of an order confirming the Acceptable Plan within 115 days of the Petition Date; and * consummation of the Acceptable Plan within 130 days of the Petition Date. First Day Motions Contemporaneously with the petitions, the Debtors have filed a number of first day motions seeking, among other things, authority to obtain postpetition financing, use cash collateral, continue using existing cash management system, pay employee compensation, pay critical vendor claims, and prohibit utility providers from discontinuing services. A copy of the declaration in support of the First Day Motions is available for free at: http://bankrupt.com/misc/16_HORSEHEAD_Declaration.pdf About Horsehead Holding Horsehead Holding Corp., Horsehead Corporation, Horsehead Metal Products, LLC, The International Metals Reclamation Company, LLC, and Zochem Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10287 to 16-10291) on Feb. 2, 2016. The petition was signed by Robert D. Scherich as vice president and chief financial officer. Judge Christopher S. Sontchi is assigned to the case. The Debtors have engaged Kirkland & Ellis LLP as general counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, RAS Management Advisors, LLC as financial advisor, Lazard Middle Market LLC as investment banker, Epiq Bankruptcy Solutions, LLC as claims and noticing agent and Aird & Berlis LLP as Canadian counsel. The Debtors currently employ approximately 730 full-time individuals. The Debtors disclosed total assets of $1 billion and total liabilities of $544.6 million. As of the Petition Date, the Debtors' consolidated long-term debt obligations totaled approximately $420.7 million. JHK INVESTMENTS: CBIZ' Fees Cap Increased $48K for Additional Tasks ------------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Connecticut authorized JHK Investments, LLC, to modify scope and terms of employment of CBIZ MHM, LLC, as accountants to include preparation of federal and state tax returns for calendar years 2013 and 2014. The Court also granted the request to increase the associated cap on fees in connection with the modified scope. The cap on fees for the services is increased by $24,000 so that the CBIZ cap will now be $48,000. About JHK Investments JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn. Case No. 12-51608) in Bridgeport, Conn., on Aug. 29, 2012, estimating under $100 million in assets and more than $10 million in liabilities. Bankruptcy Judge Alan H. Shiff presides over the case. James Berman, Esq., Lawrence S. Grossman, Esq., Craig I. Lifland, Esq., and Aaron Romney, Esq., at Zeisler & Zeisler, P.C., represent the Debtor. Westport, Connecticut-based JHK is an investment company founded by the former senior management team of United States Surgical Corporation. Founded by Leon C. Hirsch in 1963, USSC became a global medical device manufacturer with sales exceeding $1.2 billion and employing $4,000 Connecticut residents. The Debtor disclosed $38,690,639 in assets and $32,127,278 in liabilities as of the Chapter 11 filing. Following the success of USSC, Mr. Hirsch and two other senior USSC executives created JHK in order to produce and develop new markets and penetrate established markets throughout the world for high-tech medical devices. JHK owns equity in several start-up medical subsidiaries. The start-ups include Interventional Therapies, LLC, Auditory Licensing Company, LLC, Biowave Corporation, Gorham Enterprises, LLC, and American Bicycle Group, LLC. Bay City claims to be owed $31 million for funding provided to the Debtor since January 2011. The principals at JHK -- Mr. Hirsch, Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's obligations, pledged the property in Wilton, Connecticut to secure obligations under the guaranty, and pledged all equity interests of JHK. In March 2012, Eleuthera, in its capacity as administrative agent for Bay City, declared an event of default as a result of the passage of the maturity date and the failure to pay the entire amount outstanding. On Aug. 28, 2012, Bay City and Eleuthera purported to exercise the pledge agreements insofar as they purported to register the Principals' interest in JHK in the name of Eleuthera, as nominee for Bay City, and purported to reserve their right to exercise voting rights in JHK. KALOBIOS PHARMACEUTICALS: Balks at UST Bid for Independent Trustee ------------------------------------------------------------------ KaloBios Pharmaceuticals, Inc. on Feb. 2 released a statement in response to the motion filed on February 1, 2016 by the U.S. Trustee in the Company's Chapter 11 bankruptcy proceeding, In re KaloBios Pharmaceuticals Inc., Case No. 15-12628. The U.S. Trustee's motion seeks appointment of an independent trustee to manage the Company or, in the alternative, conversion of the case to a Chapter 7 proceeding. The Company's statement reads as follows: "KaloBios Pharmaceuticals, Inc. is deeply disappointed that the U.S. Trustee took the unfortunate and unnecessary step of filing this motion at what is a critical juncture in KaloBios's nascent reorganization case. After focusing on stabilizing its operations during the initial few weeks of its reorganization case, KaloBios's leadership has recently been able to apply more of its attention to the path forward for the company. KaloBios's leadership, key personnel and professional advisors are dedicated to the company's revitalization and are working tirelessly toward that goal. "KaloBios vigorously disputes the motion's baseless allegations and that there is any cause for the appointment of a chapter 11 trustee or other relief that would be disruptive to the company's current reorganization efforts. Unfortunately, the U.S. Trustee did not contact KaloBios in advance of the filing of the motion. Had there been an opportunity for such pre-filing communication, KaloBios could have informed the U.S. Trustee that several of the factual premises for the motion are false, including, but not limited to, the assertions that a transaction with Savant neglected Diseases LLC "is now off the table" and that KaloBios has only $2.9 million in unencumbered cash. KaloBios intends to request a prompt hearing on the motion before the Bankruptcy Court." About KaloBios Pharmaceuticals Based in South San Francisco, Calif., KaloBios Pharmaceuticals, Inc., is a company biopharmaceutical company focused on the development of monoclonal antibody therapeutics. The Company's balance sheet at March 31, 2015, showed $32.0 million in total assets, $15.9 million in total liabilities, and a stockholders' deficit of $16.1 million. KaloBios Pharmaceuticals (Nasdaq: KBIO) on Dec. 29, 2015, filed a voluntary petition for bankruptcy protection under Chapter 11 of Title 11 of the United States Bankruptcy Code. The filing was made in the U.S. Bankruptcy Court for the District of Delaware (Case No. 15-12628). The Company is represented by Eric D. Schwartz of Morris, Nichols, Arsht & Tunnell. KALOBIOS PHARMACEUTICALS: UST Balks at Morris Nichols Hiring ------------------------------------------------------------ Kali Hays at Bankruptcy Law360 reported that the U.S. trustee in the Delaware bankruptcy of KaloBios Pharmaceuticals Inc. on Jan. 29, 2016, pushed back against the company's proposed hiring of Morris Nichols Arsht & Tunnell LLP, saying the firm improperly wants the estate to cover the costs of Morris defending itself over any contested fee application. Andrew R. Vara said in his objection that Morris' engagement letter with KaloBios asks that the law firm be "indemnified and entitled" to payment from the debtors if and when the firm's monthly bankruptcy-related fees are challenged. About KaloBios Pharmaceuticals Based in South San Francisco, Calif., KaloBios Pharmaceuticals, Inc., is a company biopharmaceutical company focused on the development of monoclonal antibody therapeutics. The Company's balance sheet at March 31, 2015, showed $32.0 million in total assets, $15.9 million in total liabilities, and a stockholders' deficit of $16.1 million. KaloBios Pharmaceuticals (Nasdaq: KBIO) on Dec. 29, 2015, filed a voluntary petition for bankruptcy protection under Chapter 11 of Title 11 of the United States Bankruptcy Code. The filing was made in the U.S. Bankruptcy Court for the District of Delaware (Case No. 15-12628). The Company is represented by Eric D. Schwartz of Morris, Nichols, Arsht & Tunnell. \ KU6 MEDIA: Gets Acquisition Proposal From Controlling Shareholder ----------------------------------------------------------------- Ku6 Media Co., Ltd., announced that its Board of Directors has received a preliminary non-binding proposal letter dated Feb. 1, 2016, from Shanda Interactive Entertainment Limited, the controlling shareholder of the Company. According to the Proposal, the Proposing Buyer proposed to acquire the Company in a "going private" transaction for US$0.0108 per ordinary share, or US$1.08 per American depositary shares (each representing 100 ordinary shares). Based on the offer price, the Proposal values the Company at approximately US$51.5 million in fully enlarged equity value. According to the Proposal, the offer price represents a premium of 54% over the closing price of the Company's ADSs on Jan. 29, 2016, a premium of 42% over the average closing price of its ADSs during the last 30 trading days and a premium of 52% over the average closing price of its ADSs during the last 60 trading days. As of Feb. 1, 2016, the Proposing Buyer beneficially owned, in the aggregate, approximately 69.9% of the Company's outstanding shares. According to the Proposal, the proposed transaction is intended to be financed with cash at hand of the Proposing Buyer. The Proposing Buyer's proposal letter states that its proposal constitutes only a preliminary indication of its interest and is subject to negotiation and execution of definitive agreements relating to the proposed transaction. The Board is reviewing and evaluating the Proposing Buyer's Proposal, and the Company expects that the Board will form a special committee consisting of independent directors to evaluate and, if appropriate, negotiate the Proposal and to consider other strategic options available to the Company. The Company cautions its shareholders and others considering trading its securities that the Board has just received the proposal letter and has not made any decision with respect to the Company's response to the Proposal. There can be no assurance that any definitive offer will be made by the Proposing Buyer or any other person, that any definitive agreement will be executed relating to the proposed transaction, or that the proposed transaction or any other transaction will be approved or consummated. According to the proposal letter, Davis Polk & Wardwell is acting as U.S. counsel to Shanda Interactive Entertainment Limited. About Ku6 Media Ku6 Media Co., Ltd. -- http://ir.ku6.com/-- is an Internet video company in China focused on User-Generated Content. Through its premier online brand and online video Web site -- http://www.ku6.com/-- Ku6 Media provides online video uploading and sharing service, video reports, information and entertainment in China. As of Dec. 31, 2015, the Company had $9.01 million in total assets, $14.31 million in total liabilities and a $5.29 million total shareholders' deficit. PricewaterhouseCoopers Zhong Tian LLP, in Shanghai, the People's Republic of China, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company's recurring losses, negative working capital, net cash outflows, and uncertainties associated with significant changes made, or planned to be made, in respect of the Company's business model, raise substantial doubt about the Company's ability to continue as a going concern. LAGO RESORT: Moody's Assigns B2 Rating on $255MM 1st-Lien Facility ------------------------------------------------------------------ Moody's Investors Service assigned a B2 rating to Lago Resort & Casino, LLC's $255 million first lien credit facility, consisting of a $15 million 6-year first lien senior secured revolver and a $240 million 6-year first lien senior secured term loan. At the same time, Moody's assigned a Caa2 to the company's proposed $85 million 6.5-year second lien term loan, a B3 Corporate Family Rating and a B3-PD Probability of Default Rating. The rating outlook is stable. This is a first time rating for Lago Resort & Casino and all ratings are subject to final review of documentation. Proceeds from the $240 million and $85 million term loans, along with $15 million of vendor financing, $100 million of cash equity, and $10 million of casino operating cash flow will be used to finance the construction of the Lago Resort & Casino -- a full scale casino located in Tyre, New York in the Finger Lakes region of New York State. The casino, which is located between Rochester and Syracuse, is expected to open in the first half of 2017. The project will have 94,000 square feet of gaming space, 2,000 slots, 85 table games (including poker tables) and a 205 room hotel which is expected to open about six months after the casino. "The Lago project has clear competitive advantages over existing commercial racinos in New York, including the ability to offer live table games, its proximity to the large population centers of Rochester and Syracuse, as well as its favorable tax rate", said Moody's Analyst Peter Trombetta. New ratings assigned: Corporate Family Rating at B3 Probability of Default Rating at B3-PD $15 million 6-year first lien senior secured revolver at B2 (LGD3) $240 million 6-year first lien senior secured term loan at B2 (LGD3) $85 million 6.5-year second lien senior secured term loan at Caa2 (LGD5) RATINGS RATIONALE The B3 Corporate Family Rating reflects the ground-up, debt-financed nature of this casino development project, ramp-up risk associated with most new casino projects, and the single asset profile of Lago. The B3 rating also takes into consideration the competitive market Lago will be operating in -- there are five gambling facilities, including four racinos and one Native American full scale casino within 100 miles of Lago's location. Moody's expects leverage of about 5.7 times at the end of its first full year of operations -- a level considered high for a company reliant upon a single casino for its earnings. Positive rating considerations include Lago's position as the only full scale casino accessible by the populous cities of Rochester and Syracuse, its ability to offer live table games which are not available at nearby racinos, and its favorable tax rate. The closest full scale casino to Lago is the Oneida Indian Nation's Turning Stone Resort Casino (unrated) located in Verona, New York -- about 75 miles east of Lago -- which opened in 1993. New York's gaming regulation calls for Lago to pay a 37% tax rate on slot revenue and 10% tax rate on table game revenue, as compared to the greater than 50% tax rate for the existing racinos. The stable rating outlook is based on Moody's expectation that Lago will have sufficient funds to complete construction, including an additional reserve that extends three months beyond the construction period and the appropriate level of contingency reserves typically provided for this type of development project. The stable outlook does not anticipate any material adverse impact from on-going litigation related to the issuance of a gaming license to Lago. A ratings upgrade is not expected during the construction period. However, once construction is complete, Lago's ratings could be upgraded if the project successfully ramps up and debt/EBITDA approaches 5.0x. Ratings could be downgraded if the project experiences significant cost over-runs or construction delays, and/or if lawsuits result in potential disruption to or the cessation of the casino's development or operations. Beyond the construction period, ratings could be downgraded if the ramp-up performance of Lago is slower than expected and results in debt/EBITDA above 6.0 times. Lago Resort & Casino, LLC is developing a $467 million casino property in Tyre, NY, located in the Finger Lake region of New York State. The casino will be located in between the cities of Rochester and Syracuse, about 50 miles from each. The project is expected to open in the first half of 2017 and will be managed by JNB Gaming which has operated projects in Kansas and Iowa. Lago is owned Wilmot Gaming, LLC (50%) and PGP Investors, LLC (50%) which is a joint venture between Peninsula Pacific and JNB Gaming. The project is expected to generate approximately $250 million of revenues annually once it has fully ramped up. The principal methodology used in these ratings was Global Gaming Industry published in June 2014. LATTICE INC: Bard Associates Holds 6.3% Stake as of Dec. 31 ----------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Bard Associates, Inc. disclosed that as of Dec. 31, 2015, it beneficially owns 4,042,663 shares of common stock of Lattice Incorporated representing 6.3 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://goo.gl/w87OVp About Lattice Inc. Pennsauken, New Jersey-based Lattice Incorporated provides telecommunications services to correctional facilities and specialized telecommunication service providers in the United States. Lattice Inc. reported a net loss of $1.8 million on $8.94 million of revenue for the year ended Dec. 31, 2014, compared to a net loss of $1 million on $8.26 million of revenue in 2013. As of Sept. 30, 2015, the Company had $4.88 million in total assets, $8.84 million in total liabilities and a total shareholders' deficit of $3.96 million. Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, noting that the Company has a working capital deficit and requires additional working capital to meet its current liabilities. The auditors said these factors raise substantial doubt about the Company's ability to continue as a going concern. MAGNUM HUNTER: Files Bankruptcy Rule 2015.3 Report -------------------------------------------------- Magnum Hunter Resource Corp. and its affiliates filed a report with the U.S. Bankruptcy Court in Delaware, disclosing that they hold interest in these companies as of Jan. 19, 2016: Companies Interest of Estate --------- ------------------ 54NG, LLC 100% Arkoma Gathering, LLC 25% Daugherty Petroleum N.D. Ventures LLC 100% Eureka Hunter Holdings LLC 45.53% Magnum Hunter Midstream LLC 100% MHR Acquisition Company II LLC 100% MHR Acquisition Company I LLC 100% MHR Acquisition Company III LLC 100% MHR Management LLC 100% NSE Hunter LLC 100% Outback Shale Hunter Pty Ltd 100% Sentra Corporation 100% VIRCO Pipeline of Ohio LLC 100% VIRCO Pipeline of West Virginia LLC 100% Magnum Hunter filed the report pursuant to Bankruptcy Rule 2015.3. The report is available for free at http://is.gd/NpsstK About Magnum Hunter Resources Irving, Texas-based Magnum Hunter Resources Corporation, an oil and gas company that primarily engaged, through its subsidiaries, in the acquisition, development, and production of oil and natural gas reserves in the United States, said these macroeconomic factors, coupled with the their substantial debt obligations and natural gas gathering and transportation costs, strained their ability to sustain the weight of their capital structure and devote the capital necessary to maintain and grow their businesses. MHRC's total number of drilling rigs in operation in the United States is just 38 percent of the number of rigs that were in operation just one year ago. Magnum Hunter Resources Corporation and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12533) on Dec. 15, 2015. The petition was signed by Gary C. Evans, the chairman and CEO. The Debtors have engaged Kirkland & Ellis, LLP as their general counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, PJT Partners, LP as investment banker, Alvarez & Marsal North America, LLC, as restructuring advisor, and Prime Clerk, LLC as notice, claims and balloting agent. METINVEST BV: Gets Temporary Creditor Shield in United States ------------------------------------------------------------- Matt Chiappardi at Bankruptcy Law360 reported that a Delaware bankruptcy gave Metinvest BV, one of Ukraine's largest steel mining companies, a temporary shield in the United States from some creditors on Jan. 29, 2016, until the firm devastated by armed conflict in the Eastern European country has a hearing to fully recognize its court-supervised $2 billion debt restructuring in London. During a hearing in Wilmington, U.S. Bankruptcy Judge Laurie Selber Silverstein granting provisional relief under Chapter 15 of the Bankruptcy Code, which bars certain creditors from taking action against Metinvest's U.S. subsidiaries. About Metinvest B.V. Svitlana Romanova, in her capacity as foreign representative of Metinvest B.V., filed a Chapter 15 bankruptcy petition in the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Case No. 16-10105) on Jan. 13, 2016, in the United States, seeking recognition of a scheme of arrangement under part 26 of the English Companies Act 2006 currently pending before the High Court of Justice of England and Wales. The Debtor and its subsidiaries claim to be the largest vertically integrated mining and steel business in Ukraine. Joseph M Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, counsel for the petitioner, said the Metinvest Group has struggled in recent years in light of the ongoing political turmoil in Ukraine since the end of 2013, which has negatively impacted Ukraine's economy and the protracted slump in prices for steel products, coal, and iron ore throughout much of 2014 and 2015. The petitioner has engaged Young, Conaway, Stargatt & Taylor and Allen & Overy LLP as her as counsel. Judge Laurie Selber Silverstein has been assigned the case. MGM RESORTS: Unit Inks $525 Million Credit Agreement with BofA -------------------------------------------------------------- MGM National Harbor, LLC, a subsidiary of MGM Resorts International, entered into a credit agreement, by and among the Company, certain lenders party thereto and Bank of America, N.A., as administrative agent. The Credit Agreement is comprised of a $425 million term loan A facility and a $100 million revolving facility. The revolving and term loan A facilities will initially bear interest at a LIBOR rate plus an additional rate ranging from 2.00% to 2.25% per annum (determined based on a consolidated total leverage ratio). The term loan A and revolving facilities are scheduled to mature in January 2021. The Credit Agreement contains customary representations and warranties, events of default, affirmative covenants and negative covenants, which impose restrictions on, among other things, the ability of the Company and its restricted subsidiaries to make investments, pay dividends, sell assets, and to incur additional debt and additional liens. In addition, the Credit Agreement requires the Company and its restricted subsidiaries to maintain a maximum consolidated total leverage ratio and a minimum consolidated interest coverage ratio. In addition, borrowings under the Credit Agreement are subject to a customary "in balance test", which looks to the sufficiency of the Company's available resources to complete the MGM National Harbor casino resort. The Credit Agreement is secured by a leasehold mortgage on MGM National Harbor and substantially all of the existing and future property of MGM National Harbor. Mandatory prepayments of the Credit Agreement will be required upon the occurrence of certain events, including sales of certain assets, casualty events and the incurrence of certain additional indebtedness, subject to certain exceptions and reinvestment rights. In addition, to the extent the Company generates excess cash flow, a percentage of such excess cash flow (ranging from 0% to 50% based on a consolidated total leverage ratio) will be required to prepay the Credit Agreement. About MGM Resorts MGM Resorts International (NYSE: MGM) a global hospitality company, operating a portfolio of destination resort brands including Bellagio, MGM Grand, Mandalay Bay and The Mirage. The Company also owns 51% of MGM China Holdings Limited, which owns the MGM Macau resort and casino and is in the process of developing a gaming resort in Cotai, and 50% of CityCenter in Las Vegas, which features ARIA resort and casino. For more information about MGM Resorts International, visit the Company's Web site at www.mgmresorts.com. MGM Resorts reported a net loss attributable to the Company of $156.60 million in 2013 following a net loss attributable to the Company of $1.76 billion in 2012. As of June 30, 2015, the Company had $27.1 billion in total assets, $17.9 billion in total liabilities, $5 million in redeemable noncontrolling interest and $9.1 billion in total stockholders' equity. Bankruptcy Warning The Company stated in its 2013 Annual Report, "The agreements governing our senior secured credit facility and other senior indebtedness contain restrictions and limitations that could significantly affect our ability to operate our business, as well as significantly affect our liquidity, and therefore could adversely affect our results of operations. Covenants governing our senior secured credit facility and certain of our debt securities restrict, among other things, our ability to: * pay dividends or distributions, repurchase or issue equity, prepay certain debt or make certain investments; * incur additional debt; * incur liens on assets; * sell assets or consolidate with another company or sell all or substantially all assets; * enter into transactions with affiliates; * allow certain subsidiaries to transfer assets; and * enter into sale and lease-back transactions. Our ability to comply with these provisions may be affected by events beyond our control. The breach of any such covenants or obligations not otherwise waived or cured could result in a default under the applicable debt obligations and could trigger acceleration of those obligations, which in turn could trigger cross defaults under other agreements governing our long-term indebtedness. Any default under our senior secured credit facility or the indentures governing our other debt could adversely affect our growth, our financial condition, our results of operations and our ability to make payments on our debt, and could force us to seek protection under the bankruptcy laws." * * * As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on MGM Resorts International to 'B-' from 'CCC+'. In March 2012, S&P revised the outlook to positive from stable. "The revision of our rating outlook to positive reflects strong performance in 2011 and our expectation that MGM will continue to benefit from the improving performance trends on the Las Vegas Strip," S&P said. In March 2012, Moody's Investors Service affirmed its B2 corporate family rating and probability of default rating. The affirmation of MGM's B2 Corporate Family Rating reflects Moody's view that positive lodging trends in Las Vegas will continue through 2012 which will help improve MGM's leverage and coverage metrics, albeit modestly. Additionally, the company's declaration of a $400 million dividend ($204 million to MGM) from its 51% owned Macau joint venture due to be paid shortly will also improve the company's liquidity profile. The ratings also consider MGM's recent bank amendment that resulted in about 50% of its $3.5 billion senior credit facility being extended one year from 2014 to 2015. As reported by the TCR on Sept. 29, 2014, Fitch Ratings has upgraded MGM Resorts International's (MGM) and MGM China Holdings Ltd's (MGM China) IDRs to 'B+' from 'B' and 'BB' from 'BB-', respectively. Fitch's upgrade of MGM's IDR to 'B+' and the Positive Outlook reflect the company's strong performance on the Las Vegas Strip and in Macau as well as Fitch's longer-term positive outlooks for these markets. MILLER ENERGY: Confirms Amended and Revised Plan of Reorganization ------------------------------------------------------------------ BankruptcyData reported that the U.S. Bankruptcy Court issued an order confirming Miller Energy Resources' Amended and Revised Joint Chapter 11 Plan of Reorganization. As previously reported, "The Debtors' mid-point estimated Enterprise Value is $151 million. Because the Lenders have a lien on substantially all assets of each of the Debtors, this requires the bifurcation of the Credit Agreement Claims of $189.7 million into the Lender Secured Claims aggregating $151 million and the Lender Deficiency Claims aggregating $38.7 million. The Lender Secured Claims would thus be entitled to the full value of the Debtors and there would be no value left for distribution to Unsecured Creditors. The Lenders have nevertheless consented to the Distributions to Unsecured Creditors as part of the global settlement on the condition that they vote to accept the Plan, which would avoid the need for a contested and potentially expensive Plan confirmation process." This independent exploration and production company filed for Chapter 11 protection on Oct. 1, 2015, listing $767 million in prepetition assets. About Miller Energy Resources Miller Energy Resources, Inc. -- http://www.millerenergyresources.com/-- is an oil and natural gas production company focused on Alaska. The Company has a substantial acreage, reserve, and resource position in the State, significant midstream and rig infrastructure to support production, and 100% working interest in and operatorship of most of its assets. Miller Energy Resources and 10 of its affiliates filed Chapter 11 bankruptcy petitions (Bank. D. Alaska Proposed Lead Case No. 15-00236) on Oct. 1, 2015. Carl F. Giesler, Jr., signed the petition as chief executive officer. The Debtors disclosed total assets of $392,559,000 and total debts of $336,910,000 as of Jan. 31, 2015. Judge Gary Spraker is assigned to the case. The Debtors have engaged Andrews Kurth LLP as counsel, Seaport Global Securities as financial advisor, and Prime Clerk as claims and noticing agent. On Aug. 6, 2015, Cook Inlet, a wholly-owned by MER, became the subject of an involuntary Chapter 11 case filed by four creditors asserting to have an aggregate claim of $2.8 million. The petitioning creditors were Baker Hughes Oilfield, M-I LLC, Schlumberger Tech. Corp, and Baker Petrolite, LLC. Judge Spraker granted an order for relief under Chapter 11 of the Bankruptcy Code on Oct. 2, 2015. MOBIVITY HOLDINGS: Holds Meeting with Investors and Analysts ------------------------------------------------------------ The management team of Mobivity Holdings Corp., including the President and Chief Executive Officer, Dennis Becker, conducted one or more meetings with investors and analysts of the Company. Management used an investor presentation containing financial data and other information regarding Mobivity to assist the investors and analysts with their understanding of the business and financial performance of Mobivity. A copy of the investor is available for free at http://is.gd/EONhvB About Mobivity Holdings Mobivity Holdings Corp. was incorporated as Ares Ventures Corporation in Nevada in 2008. On Nov. 2, 2010, the Company acquired CommerceTel, Inc., which was wholly-owned by CommerceTel Canada Corporation, in a reverse merger. Pursuant to the Merger, all of the issued and outstanding shares of CommerceTel, Inc., common stock were converted, at an exchange ratio of 0.7268-for-1, into an aggregate of 10,000,000 shares of the Company's common stock, and CommerceTel, Inc., became a wholly owned subsidiary of the Company. In connection with the Merger, the Company changed its corporate name to CommerceTel Corporation on Oct. 5, 2010. In connection with the Company's acquisition of assets from Mobivity, LLC, the Company changed its corporate name to Mobivity Holdings Corp. and its operating company to Mobivity, Inc, on Aug. 23, 2012. Mobivity Holdings reported a net loss of $10.4 million in 2014, a net loss of $16.8 million in 2013, a net loss of $7.33 million in 2012, and a net loss of $16.3 million in 2011. As of Sept. 30, 2015, the Company had $7.09 million in total assets, $915,000 in total liabilities and $6.18 million in total stockholders' equity. MODULAR SPACE: Moody's Lowers CFR to Caa1 & Puts on Review ---------------------------------------------------------- Moody's Investors Service downgraded the corporate family rating of Modular Space Holdings, Inc.'s (ModSpace) to Caa1 from B2 and the rating of senior secured notes issued by ModSpace's wholly owned subsidiary Modular Space Corporation, to Caa2 from B3. Further, Moody's placed all ratings on review for downgrade. RATINGS RATIONALE The rating action reflects ModSpace's continuing weak financial performance and Moody's concerns with respect to the company's ability to continue its operations if it fails to renegotiate its $800 million asset based (ABL) revolving credit facility. ModSpace's auditors expressed doubt with the company continuing as a going concern if the facility is not renewed, triggering a violation of the financial statements reporting requirement under the ABL facility. The lenders of the ABL facility have granted ModSpace a waiver on the requirement violation until Feb. 27. ModSpace does not have sufficient capital and liquidity to pay off the $583 million of outstanding obligations under the facility. Therefore, an unsuccessful renegotiation, absent a refinancing, would likely lead to a corporate restructuring. In such a circumstance, Moody's expects significant losses on the $375 million senior notes, given that the lenders of the secured ABL facility have first lien on a majority of the company's assets. ModSpace's financial performance remains weak, delaying expected deleveraging. The company's leverage remains high, with Debt to EBITDA measuring 8.6x for the fiscal year ended Sept. 30, 2015. Even if ModSpace is successful in renegotiating its current ABL facility or in refinancing with a new ABL facility, it would likely be at more disadvantageous terms, such as with a higher interest rate. This would further exacerbate the company's already weak profitability. During its review, Moody's will continue to assess the likelihood of the ABL facility renewal and the company's ability to receive alternative funding in case the facility is not renewed. ModSpace's ratings could be downgraded if it fails to renew its ABL facility by the end of the waiver period, without securing alternative financing. The principal methodology used in these ratings was Finance Companies published in October 2015. Based in Berwyn, PA, ModSpace is a North America-based provider of modular buildings, storage, and services for temporary and permanent space needs. NEPHROS INC: Estimates $1.8M Net Product Revenue for 2015 --------------------------------------------------------- Nephros, Inc., disclosed that net product revenue for the year ended Dec. 31, 2015, is estimated to be approximately $1.8 million versus approximately $0.9 million for the year ended Dec. 31, 2014. Net licensing and royalty revenue for the year ended Dec. 31, 2015, is estimated to be approximately $150 thousand versus approximately $800 thousand for the year ended Dec. 31, 2014. S100 510(k) Update The Company filed for 510(k) clearance for its S100 Point of Use microfilter with the U.S. Food and Drug Administration (FDA) in late October 2015. In late December 2015, the FDA requested additional information. The Company is currently performing the additional testing and expects to be able to provide the needed supplemental information to the FDA in February 2016. Pending FDA clearance, the Company aims to launch the S100 in the second quarter of 2016. Endotoxin Filter Cartridge Update The Company intends to file for 510(k) clearance of its endotoxin cartridge filter in March 2016. The endotoxin cartridge filter is designed to provide hemodialysis quality water through ultrafiltration of the water in a dialysis clinic's reverse osmosis loop. Because the cartridge conforms to the design controls of the DSU-D, and has the same intended use, the cartridge qualifies for the Special 510(k): Device Modification process, which has a 30 day FDA review timeline. Pending FDA clearance, the Company aims to launch the filter in the second quarter of 2016. Additional New Filtration Products AETHER Bacterial Filter: By March 2016, the Company intends to deliver the first lot of bacterial filter cartridges to Biocon 1, LLC for inclusion in its AETHER Water System product offering targeting the food service industry. SSUmini: In March 2016, the Company intends to launch the SSUmini, a smaller version of the SSU-D, designed to provide hemodialysis quality water as a polish filter for small, portable RO systems and to provide hemodialysis quality bicarbonate concentrate for dialysis clinics with centralized bicarbonate systems. Flushable Filter Cartridge, Large System: Over the last few years, the Company has been developing a high-throughput, auto-flushing filter system capable of handling 25 gallons per minute, or greater, through the Company's proprietary 5 nanometer fiber membrane. The flushable filter system is designed to remove submicron particulates in closed loop water systems, including cooling systems for data centers and hot water return loops in commercial buildings. Initial data suggests the ability to remove both organic and inorganic particulates. The Company intends to provide limited release of a 25 GPM system to specific customers for additional testing and validation by the third quarter of 2016. Flushable Filter Cartridge, Small System: In 2016, the Company intends to develop flushable filter cartridges capable to filtering 2.5, 5 and 10 GPM through the Company's proprietary 5 nanometer fiber membrane. The smaller flushable filter systems have potential utility as a point-of-entry water purification system in restaurants, convenience stores and households. The Company intends to provide limited release through its strategic partnership with Biocon 1, LLC in the second half of 2016. HDF Systems In January 2016, the Company finalized and implemented a software update to its OLpur H2H Hemodiafiltration System. The update incorporated feedback from system users to improve the alignment of the system with standard work flows. Additionally, the Company worked with system users to update the policies and procedures for the system, as well as the training modules for system user certification. In the second quarter of 2016, the Company aims to launch HDF treatment at a major academic institution to begin the process of developing observational data on the HDF experience in the US dialysis clinic setting. 2016 Outlook "We continue to make progress toward our operational goals on our path to being cash flow positive by the end of this year," said Daron Evans, president and chief executive officer of Nephros. "Our expanded ultrafilter portfolio in combination with our strengthening distributor partnerships in the hospital, dialysis and food service industries positions us well to accelerate our revenue growth in 2016 and beyond. We also look forward to CamelBak's release of the Microbiological Advanced Purification System, which includes technology licensed from Nephros, later this year." "Our progress on the HDF system is particularly exciting. This year we hope to shift the focus from operational observation to clinical observation, which could help further educate patients and nephrologists in the U.S. about the benefits of HDF therapy." About Nephros River Edge, N.J.-based Nephros, Inc., is a commercial stage medical device company that develops and sells high performance liquid purification filters. Its filters, which it calls ultrafilters, are primarily used in dialysis centers and healthcare facilities for the production of ultrapure water and bicarbonate. Nephros reported a net loss of $7.37 million on $1.74 million of total net revenues for the year ended Dec. 31, 2014, compared to net income of $1.32 million on $1.74 million of total net revenues for the year ended Dec. 31, 2013. As of June 30, 2015, the Company had $3.4 million in total assets, $9.3 million in total liabilities and a stockholders' deficit of $5.9 million. Withum Smith+Brown PC, in Morristown, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has incurred negative cash flow from operations and recurring net losses since inception. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. NEW GULF RESOURCES: Can Pay $250K to 10 Non-Insider Employees ------------------------------------------------------------- Judge Brendan Linehan Shannon of the United States Bankruptcy Court for the District of Delaware authorized New Gulf Resources, LLC, and its debtor affiliates to implement their retention program, including making payments in an amount not to exceed $250,000. According to the Debtors, implementing the Retention Program will allow them to combat declines in the morale of the 10 key, non-insider employees, that may arise from the Debtors' current circumstances and the unease that the employees may develop regarding their employer's bankruptcy filing. The Debtors asserted that, at this critical time in their Chapter 11 Cases, maintaining employee morale among the Participants that function in various segments of their operations is essential to efficiently progress towards confirmation of a value-maximizing Chapter 11 plan confirmation. Therefore, the costs associated with the Retention Program are reasonable and necessary and are justified by the benefits that the Debtors will realize as a result of the services of the Participants in the Retention Program, the Debtors said. The Debtors asserted that the Retention Program provides assurance to non-insider employees compensation while they support the restructuring efforts and proposes a benefit of 10.2% to 22.1% of base salary to the ten Participants, whose average salary is $151,800. According to the Debtors, the Participants are employed in a broad range of areas, including finance, legal, human resources, and operations, and they are parties that the Debtors' senior management identified as providing essential contributions to the businesses. Without the continued services of the Participants, the Debtors asserted that their ability to preserve the going-concern value of their business and pursue a value maximizing restructuring would be jeopardized. The Debtors added that each Participant's Retention Payment will not be paid until the earlier of the Debtors' emergence from bankruptcy or 180 days after the Petition Date, and the Retention Payment is only earned and payable if the Participant is employed by the Debtors on the Payment Date or employment is terminated by the Debtors without cause prior to the Payment Date. Also, the Participant's unpaid Retention Payment will be forfeited if the recipient voluntarily resigns or is terminated for cause prior to the Payment Date, the Debtors added. All payments due under the Retention Program are entitled to administrative expense priority pursuant to Sections 363(b)(1) and 503(b)(1)(A) of the Bankruptcy Code, Judge Shannon ruled. Any payment made or to be made under the Order, and any authorization contained in the Order, will be subject to the requirements imposed on the Debtors under any order(s) of the Court approving the Debtors' debtor-in-possession financing facility and use of cash collateral and any budget in connection therewith. The Debtors are required to maintain a list of all payments made on account of the Retention Program. New Gulf Resources, LLC and its affiliated chapter 11 Debtors are represented by: M. Blake Cleary, Esq. Ryan M. Bartley, Esq. Justin P. Duda, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP 1000 N. King Street Rodney Square Wilmington, Delaware 19801 Telephone: (302) 571-6600 Email: mbcleary@ycst.com rbartley@ycst.com jduda@ycst.com -- and –- C. Luckey McDowell, Esq. Ian E. Roberts, Esq. Meggie S. Gilstrap, Esq. BAKER BOTTS L.L.P. 2001 Ross Avenue Dallas, Texas 75201 Telephone: (214) 953-6500 Email: luckey.mcdowell@bakerbotts.com ian.roberts@bakerbotts.com meggie.gilstrap@bakerbotts.com About New Gulf Resources New Gulf Resources, LLC, NGR Holding Company LLC, NGR Texas, LLC and NGR Finance Corp. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12566) on Dec. 17, 2015. The petition was signed by Danni Morris as chief financial officer. Founded in 2011 and headquartered in Tulsa, Oklahoma, New Gulf is an independent oil and natural gas company engaged in the acquisition, development, exploration and production of oil and natural gas properties, focused primarily in the East Texas Basin. The Company currently employs 55 people. The Debtors have engaged Baker Botts L.L.P., as bankruptcy counsel, Young, Conaway, Stargatt & Taylor, LLP as co-counsel, Barclays Capital Inc., as investment banker, Zolfo Cooper, LLC as financial advisor, and Prime Clerk LLC as claims and notice agent. Judge Brendan Linehan Shannon has been assigned the case. NEW GULF RESOURCES: Stroock Represents 2nd Lien Noteholders ----------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the Ad Hoc Committee of Second Lien Noteholders in New Gulf Resources, LLC, et al., disclosed that it is represented by Stroock & Stroock & Lavan LLP. The Ad Hoc Committee consists of certain beneficial holders, or investment advisors or managers of certain funds or accounts of beneficial holders of 11.75% Senior Secured Notes due 2019 issued pursuant to that certain Indenture dated as of May 9, 2014, by and between New Gulf Resources, LLC and NGR Finance Corp., as co-issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent. In October 2015, members of the Ad Hoc Committee retained Stroock as counsel in connection with a potential restructuring of the Debtors. The Ad Hoc Committee subsequently retained Richards, Layton & Finger, PA, as local counsel when informed by the Debtors that they would pursue a reorganization in the Bankruptcy Court for the District of Delaware. The Ad Hoc Committee is represented by: Daniel J. DeFranceschi, Esq. Rachel L. Biblo, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: (302) 651-7700 Fax: (302) 651-7701 Email: defranceschi@rlf.com biblo@rlf.com -- and -- Kristopher M. Hansen, Esq. Erez E. Gilad, Esq. Matthew G. Garofalo, Esq. STROOCK & STROOCK & LAVAN LLP 180 Maiden Lane New York, NY 10038 Tel: (212) 806-5400 Fax: (212) 806-6006 Email: khansen@stroock.com mgarofalo@stroock.com egilad@stroock.com About New Gulf Resources New Gulf Resources, LLC, NGR Holding Company LLC, NGR Texas, LLC, and NGR Finance Corp. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12566) on Dec. 17, 2015. The petition was signed by Danni Morris as chief financial officer. Founded in 2011 and headquartered in Tulsa, Oklahoma, New Gulf is an independent oil and natural gas company engaged in the acquisition, development, exploration and production of oil and natural gas properties, focused primarily in the East Texas Basin. The Company currently employs 55 people. The Debtors have engaged Baker Botts L.L.P., as bankruptcy counsel, Young, Conaway, Stargatt & Taylor, LLP as co-counsel, Barclays Capital Inc., as investment banker, Zolfo Cooper, LLC as financial advisor, and Prime Clerk LLC as claims and notice agent. Judge Brendan Linehan Shannon has been assigned the case. NORANDA ALUMINUM: Terminates Registration of 11% Senior Notes ------------------------------------------------------------- Noranda Aluminum Holding Corporation and Noranda Aluminum Acquisition Corp filed a Form 15 with the Securities and Exchange Commission to terminate the registration of their 11% Senior Notes due 2019. As of Feb. 1, 2015, there were 105 holders of the Notes. About Noranda Aluminum Noranda Aluminum Holding Corporation is a leading North American integrated producer of value-added primary aluminum products and high quality rolled aluminum coils. * * * As reported by the TCR on Nov. 18, 2015, Standard & Poor's Ratings Services lowered its corporate credit rating on Franklin, Tenn.-based Noranda Aluminum Holding Corp. to 'CCC+' from 'B-'. The downgrade reflects S&P's view that Noranda's capital structure is unsustainable in the long term, given that credit measures have worsened considerably and the financial risk profile remains "highly leveraged." Noranda Aluminum carries a 'B1' corporate credit rating from Moody's Investors Service. OMINTO INC: Mayer Hoffman Expresses Going Concern Doubt ------------------------------------------------------- Mayer Hoffman McCann P.C., in a January 13, 2016 letter to the board of directors of Ominto, Inc., expressed substantial doubt about the company's ability to continue as a going concern. The firm audited consolidated balance sheets of the company as of September 30, 2015 and 2014, and the related consolidated statements of operations, accumulated comprehensive income (loss), stockholders' equity (deficit), and cash flows for the years then ended. Mayer Hoffman related that the company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Ominto President and Chief Executive Officer Ivan Braiker, in a regulatory filing with the U.S. Securities and Exchange Commission on January 13, 2016, noted: "For the year ended September 31, 2015 we incurred a loss from continuing operations of $12.2 million and had negative cash flows from continuing operations of $5.2 million. The company has an accumulated deficit for the period from our inception through September 30, 2015 of approximately $49.3 million. As a result, the company had a working capital deficit of approximately $10.7 million as of September 30, 2015. These factors raise substantial doubt about our ability to continue as a going concern. "The company's ability to continue as a going concern is dependent on our ability to raise capital to fund our future operations and working capital requirements and our ability to profitably execute our business plan. Our plans for the long-term return to and continuation as a going concern include financing our future operations through sales of our common stock and/or debt and the eventual profitable operation of our business. The company expects that it will need approximately $6 million to fund operations during the next twelve months. "We continue to refine our Cashback product offerings and improve our shopping portal, which places additional demands on future cash flows and may decrease liquidity. Our future liquidity and capital requirements will depend on numerous factors including market acceptance of our shopping portal and revenues generated from our operations, the impact of competitive product offerings, and whether we are successful in acquiring additional customers on a large scale basis through partners. We also intend to increase our efforts to recruit Business Associates; we expect that a larger number of Business Associates will increase sales of our E-commerce Cashback products. The marketing efforts will place additional demands on our cash flows and liquidity. We cannot offer any assurance that we will be successful in generating revenues from operations, adequately addressing competitive pressures, acquiring additional customers through partners or growing our network of Business Associates." At September 30, 2015, the company had total assets of $11,058,073, total liabilities of $20,199,485 and total stockholders' deficit of $9,141,412. The company reported a net loss of $11,695,590 for the year ended September 30, 2015, compared with a net loss of $1,341,409 for the year ended September 30, 2014. A full-text copy of the company's annual report is available for free at: http://tinyurl.com/h8yk3gk Bellevue, Washington-based Ominto, Inc. is one of the global leaders in online Cash Back shopping worldwide, with customers in more than 100 countries. Ominto's websites feature some of the world's most popular regional and international brands, including Amazon.com(R), Wal-Mart(R), Nike(R), Hotels.com(R), Zalando(R), Groupon(TM) and Expedia(R). PICO HOLDINGS: Board Seeks to Thwart Leder Bid for Special Meeting ------------------------------------------------------------------ PICO Holdings, Inc. (Nasdaq:PICO), based in La Jolla, Calif., is a diversified holding company reporting recurring losses since 2008. PICO owns 57% of UCP, Inc. (NYSE:UCP), 100% of Vidler Water Company, Inc., a securities portfolio and various interests in small businesses. Central Square Management LLC and River Road Asset Management LLC collectively own more than 14% of PICO and have agitated for governance and financial changes. Sean Leder owns 1% of PICO shares and seeks shareholder authorization to call a Special Meeting to remove and replace five directors. Other activists at http://ReformPICONow.com/have taken to the Internet to advance the shareholder cause. On February 3, 2016 PICO filed with the Securities and Exchange Commission, its own PREC14A, Consent Statement. PICO seeks to thwart Mr. Leder's attempt to call a Special Shareholder Meeting. In a Letter to Shareholders, PICO CEO John Hart writes, "We strongly believe that allowing Mr. Leder to call a special meeting is not in the best interests of PICO or its shareholders at this time and Mr. Leder's special meeting demand is clearly aimed at facilitating his ability to acquire control of PICO without paying PICO's shareholders a control premium for their shares." Keith E. Gottfried, Esq., at says, ". . . the calling and holding of a special meeting, which is a very costly event, is premature and unnecessary at this time and is only being sought in order to further the ultimate objective of Leder, who owns approximately 1% of PICO's issued and outstanding Common Stock, of acquiring control of PICO without paying any PICO shareholders a control premium for their shares." Mr. Gottfried indicates that these events are "distracting at a time when we believe the full focus and energy of the Board and management should be on executing our recently announced business plan to return capital back to shareholders through stock repurchases or through other means such as special dividends." Activist Website ReformPICONow Weighs In Activist Bloggers at http://www.reformpiconow.com/encourage readers to ignore the PICO filing. They question whether Mr. Leder is seeking control of PICO and they deny the necessity of a control premium, given that Mr. Leder only seeks to nominate a slate of directors to the Board. The Bloggers encourage readers, "to fill out and return Mr. Leder's White Request Card upon receipt. We urge shareholders to take all communications from PICO Holdings, including the Blue Revocation Card, and throw them in the trash." PINEGATES LLC: Case Summary & 3 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Pinegates, LLC 1569 W. Main Street Lewisville, TX 75067 Case No.: 16-40224 Chapter 11 Petition Date: February 2, 2016 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Judge: Hon. Brenda T. Rhoades Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 Email: eric@ealpc.com Total Assets: $4.10 million Total Liabilities: $1.33 million The petition was signed by Anne Evbuomwan, managing member. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/txeb16-40224.pdf PLEASE TOUCH MUSEUM: Files First Amended Reorganization Plan ------------------------------------------------------------ Please Touch Museum filed a First Amended Chapter 11 Plan and Disclosure Statement a day before the Jan. 27 hearing to approve the Disclosure Statement. Following a hearing on Jan. 27, Judge Jean K. FitzSimon ordered that: 1. January 27, 2016 is established as the Voting Record Date for purposes of determining the beneficial owners of the Bonds and the holders of Claims in Class 6 who are entitled to vote for or against the Debtor's First Amended Plan; and 2. On or before Feb. 2, 2016 the Debtor will file a revised proposed Order Approving (I) Disclosure Statement; (II) Procedures for the Solicitation and Tabulation of Votes to Accept or Reject the Plan; and (III) Related Notice and Objection Procedures setting forth the revised proposed timeline for solicitation and tabulation of votes in connection with and deadlines for responses to the Debtor's First Amended Chapter 11 Plan. The Plan contemplates the reorganization of the Debtor, a non-profit corporation. The claim of the bonds (Class 3) which include the outstanding principal amount of Bonds, $58,000,000, plus accrued and unpaid interest as of the Petition Date in the amount of $3,070,653, will be satisfied by the Museum making two payments totaling $8,250,000 to the Indenture Trustee on account of the Bonds: $2,500,000 upon execution of the Term Sheet, which amount has been paid and constitutes property of the trust estate of the Bonds held by the Indenture Trustee, and the Debtor waives all rights, if any, to such property; and $5,750,000 on or before the Effective Date of the Plan. Although the Claim of the Bonds is held by the Indenture Trustee, it is voted by the Bondholders, i.e., beneficial holders of the Bonds as of the Voting Record Date. They have the right to vote, as a Class, to accept or reject the Plan with respect to the Claim of the Bonds. While the original iteration of the Plan and Disclosure Statement provided that general unsecured claims (Class 6) are unimpaired, the Amended Plan provides that general unsecured claims are impaired. Each Holder of an allowed general unsecured claim will receive an amount of distributable cash equal to 100% of the aggregate amount in U.S. dollars of the holder's allowed general Unsecured Claim, paid in equal quarterly installments over a 2 year period with interest at 4% per annum and commencing on the Effective Date; or, if such holder affirmatively elects such treatment, an amount of Distributable Cash equal to 90% of the aggregate amount in U.S. dollars of the holder's general unsecured claim, paid on the later of the Effective Date or the date that the claim becomes allowed. As with the original iteration of the Plan, Each holder of allowed interests (Class 7) will retain its interest and receive no property or other value distribution on account of its interest. A copy of the First Amended Disclosure Statement filed Jan. 26, 2016, is available for free at: http://bankrupt.com/misc/Please_Touch_261_1st_Am_DS.pdf Counsel to the Debtor: Lawrence G. McMichael, Esq. Peter C. Hughes, Esq. Catherine G. Pappas, Esq. DILWORTH PAXSON LLP 1500 Market St., Suite 3500E Philadelphia, PA 19102 Telephone: (215) 575-7000 Facsimile: (215) 575-7200 About Please Touch Museum Please Touch Museum operates a children's museum known as the Please Touch Museum located at Memorial Hall in the Fairmount Park section of Philadelphia. It generates its revenues through a combination of sales of memberships and tickets to the Museum, event revenue, endowment income, and charitable contributions. Please Touch Museum filed Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 15-16558) on Sept. 11, 2015. The petition was signed by Lynn McMaster, the president and chief executive officer. Judge Jean K. FitzSimon is assigned to the case. The Debtor disclosed total assets of $16,244,356 and total liabilities of $63,513,617. Dilworth Paxson LLP serves as the Debtor's counsel. EisnerAmper LLP acts as the Debtor's financial advisor. Isdaner & Company, LLC is the Debtor's tax advisor and auditor. Rust Consulting/Omni Bankruptcy is the Debtor's claims, notice and solicitation agent. PRECISION OPTICS: Amends 1.6 Million Shares Prospectus ------------------------------------------------------ Precision Optics Corporation, Inc., filed with the Securities and Exchange Commission an amended Form S-1 registration statement relating to the sale or other disposition of up to 1,648,249 shares of the Company's common stock by selling stockholders. The Company amended the Registration Statement to delay its effective date. The Company is not selling any securities in this offering and therefore will not receive any proceeds from this offering. All costs associated with this registration will be borne by the Company. The Company's common stock is quoted on the OTCQB under the symbol "PEYE." On Jan. 29, 2016, the last reported sale price of the Company's common stock on the OTCQB was $0.50 per share. About Precision Optics Headquartered in Gardner, Massachusetts, Precision Optics Corporation, Inc., has been a developer and manufacturer of advanced optical instruments since 1982. The Company designs and produces high-quality micro-optics, medical instruments and other advanced optical systems. The Company's medical instrumentation line includes laparoscopes, arthroscopes and endocouplers and a world-class product line of 3-D endoscopes for use in minimally invasive surgical procedures. Precision Optics reported a net loss of $1.17 million on $3.91 million of revenues for the year ended June 30, 2015, compared to a net loss of $1.16 million on $3.65 million of revenues for the year ended June 30, 2014. As of Sept. 30, 2015, the Company had $1.72 million in total assets, $1.33 million in total liabilities, all current, and $385,000 in total stockholders' equity. Stowe & Degon LLC, in Westborough, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2015, citing that the Company has suffered recurring net losses and negative cash flows from operations, which raises substantial doubt about its ability to continue as a going concern. RCS CAPITAL: Proposes Procedures to Protect NOLs ------------------------------------------------ RCS Capital Corporation, et al., seek Bankruptcy Court approval of proposed procedures to govern the transfers of equity securities during the pendency of their Chapter 11 cases. The procedures are designed to preserve the value of their tax attributes. The Debtors relate that as of Dec. 31, 2015, they have estimated federal net operating loss carryforwards of $325 million as well as certain other tax attributes. The Debtors expect to have accrued additional Tax Attributes through the Petition Date, which amounts could be even higher when they emerge from Chapter 11. The NOLs are of significant value to the Debtors and their estates because the Debtors can carry their NOLs forward to offset their future taxable income for up to 20 taxable years, thereby reducing their future aggregate tax obligations. However, the Debtors may lose the ability to use their NOLs if they experience an "ownership change" for federal income tax purposes. Thus, the Debtors seek limited relief that will enable them to closely monitor certain transfers of the Equity Securities and claims of worthlessness with respect to the Equity Securities so as to position them to act expeditiously to prevent those transfers or claims if necessary to protect their Tax Attributes. The Debtors also request that the Court enter an order restricting the ability of shareholders that own or have owned 50% or more, by value, of the Equity Securities to claim a deduction for the worthlessness of those securities on their federal or state tax returns for any tax year ending before the Debtors emerge from Chapter 11 protection. Proposed Procedures At least 28 days prior to effectuating any transfer of Beneficial Ownership of Equity Securities that would result in an increase in the amount of Equity Securities of which a Substantial Shareholder has Beneficial Ownership or would result in a person or entity becoming a Substantial Shareholder, such Substantial Shareholder or potential Substantial Shareholder must file with the Court, and serve upon Notice Parties, an advance written declaration of the intended transfer of Equity Securities. At least 28 days prior to effectuating any transfer of Beneficial Ownership of Equity Securities that would result in a decrease in the amount of Equity Securities of which a Substantial Shareholder has Beneficial Ownership or would result in a person or entity ceasing to be a Substantial Shareholder, such Substantial Shareholder must file with the Court, and serve upon the Notice Parties, an advance written declaration of the intended transfer of Equity Securities. The Debtors will have 21 calendar days after receipt of a Declaration to, with the consent of the Required Consenting First Lien Lenders and the Required Consenting Second Lien Lenders, file with the Court and serve on such Substantial Shareholder or potential Substantial Shareholder an objection to any proposed transfer of Beneficial Ownership of Equity Securities on the grounds that such transfer might adversely affect the Debtors' ability to utilize their Tax Attributes. If the Debtors file an objection, such transaction would not be effective unless such objection is withdrawn by the Debtors or such transaction is approved by a final order of the Court that is no longer subject to an appeal. If the Debtors do not object within such 21-day period, that transaction could proceed solely as set forth in the Declaration of Proposed Transfer. About RCS Capital New York-based RCS Capital Corporation -- http://www.rcscapital.com -- is a full-service investment firm focused on the individual retail investor. With operating subsidiaries primarily focused on retail advice and until the completion of recently announced pending sales and divestiture of its wholesale distribution and investment banking, the company's business aims to capitalize, grow and maximize value for the investment programs its distributes and the independent advisors and clients it serves. RCS Capital Corporation and 11 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10223 to 16-10234) on Jan. 31, 2016. The petitions weres signed by David Orlofsky as chief restructuring officer. The Debtors disclosed total assets of $1.97 billion and total debts of $1.39 billion. The Debtors have engaged Dechert LLP as general counsel, Young Conaway Stargatt & Taylor, LLP as Delaware counsel, Zolfo Cooper Management, LLC as restructuring advisor, Lazard Freres & Co. LLC as investment banker and Prime Clerk LLC as administrative advisor and claims and noticing agent. RCS CAPITAL: Wants to Reject 16 Contracts and Unexpired Leases -------------------------------------------------------------- RCS Capital Corporation, et al., seek authority from the Bankruptcy Court to reject the following executory contracts and unexpired leases, nunc pro tunc to the Petition Date: Counterparty Rejected Agreement ------------ ------------------ 18818 Teller Partners, L.P. Lease ARC HTNEWRI001, LLC Lease Brian Jones Employment CliftonLarsonAllen LLP Lease Deutsche Investment Management Americas, Inc. Lease FP Patuxent Parkway, LLC Lease Glenborough 3900 Paradise Road, LLC Lease Louisa Quarto Employment McCarran Center, LC Lease Michael Stubben Employment Rebecca Lee Kangrga Employment RFI Scottsdale LLC Lease Robert Abramson Employment The Dicker Corporation Lease Western Skies Business Center Lease William Dwyer Employment The Debtors have determined that the Rejected Agreements are no longer integral to their business operations or their Chapter 11 efforts, are not otherwise beneficial to their estates, and present burdensome contingent liabilities. In addition, the Debtors seek to abandon, effective as of the Petition Date, any personal property that remains on any of the Premises. With respect to each of the Rejected Leases, the Debtors propose that the landlords be required to immediately return to the Debtors any security deposits after application to any prepetition arrearages or delinquencies under the governing lease agreement and any rejection damages, to the extent permitted by the Bankruptcy Code and applicable law. The landlords would be required to provide counsel to the Debtors with a statement identifying any amounts remaining after application of the Permitted Draws to the security deposit within 30 days of the entry of the order rejecting the relevant lease. About RCS Capital New York-based RCS Capital Corporation -- http://www.rcscapital.com -- is a full-service investment firm focused on the individual retail investor. With operating subsidiaries primarily focused on retail advice and until the completion of recently announced pending sales and divestiture of its wholesale distribution and investment banking, the company’s business aims to capitalize, grow and maximize value for the investment programs its distributes and the independent advisors and clients it serves. RCS Capital Corporation and 11 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10223 to 16-10234) on Jan. 31, 2016. The petitions weres signed by David Orlofsky as chief restructuring officer. The Debtors disclosed total assets of $1.97 billion and total debts of $1.39 billion. The Debtors have engaged Dechert LLP as general counsel, Young Conaway Stargatt & Taylor, LLP as Delaware counsel, Zolfo Cooper Management, LLC as restructuring advisor, Lazard Freres & Co. LLC as investment banker and Prime Clerk LLC as administrative advisor and claims and noticing agent. RELATIVITY MEDIA: Gets Kevin Spacey's Guidance with Exit -------------------------------------------------------- Tom Corrigan, writing for Dow Jones' Daily Bankruptcy Review, reported that Relativity Media LLC on Feb. 2 won final bankruptcy court approval of a plan to get back on its feet and out from under hundreds of millions of dollars in debt. Tiffany Kary and Edvard Petterson, writing for Bloomberg Brief - Distress & Bankruptcy, reported that Relativity Media's exit plan will bring in actor Kevin Spacey to oversee motion picture content, a move one of the company's lawyers described as a "game changer." According to the news reports, the plan confirmation follows a two-day hearing when Judge Michael Wiles of the U.S. Bankruptcy Court in Manhattan heard objections from various creditors, including CIT Bank and Netflix Inc. The DBR report said Judge Wiles signed off on the plan only after expressing concern over the fact that many sources of funding critical to the company's future have yet to be completed. The Bloomberg report said Judge Wiles said he would require further details, including regarding Mr. Spacey's contract, before the plan can take effect. Relativity lawyer Richard Wynne, according to Bloomberg, told the court that the company has negotiated a deal with Mr. Spacey, the Oscar-winning actor, and Dana Brunetti's production company, Trigger Street. He told the judge the pair would oversee all motion picture content for the reorganized company, giving them authority to select projects for development, the Bloomberg report related. "On the creative side, assuming that we conclude everything and Spacey and Brunetti join the company, it will be a game changer for the company," the Bloomberg report said, citing Mr. Wynne. But Judge Wiles was also told that a deal with CIT Bank, an agent to production loans, had yet to be completed even as the plan confirmation hearing began, the report pointed out. Lawyers for Netflix also questioned the plan, citing fundamental changes in management, financing and ownership of the company, the report added. In a separate Bloomberg report, Sophia Pearson reported that Relativity Media's financial adviser testified in court that the company's bankruptcy plan reduces its debt by about $630 million. Total debt will go to about $280 million from roughly $910 million under new plan, Matthew Niemann, managing director for financial adviser Houlihan Lokey Inc. said, the report related. Mr. Niemann testified at a confirmation hearing in New York that "materially reduced leverage" will "materiall" reduce the risk on the enterprise," the report added. About Relativity Relativity -- http://relativitymedia.com/-- is a next-generation global media company engaged in multiple aspects of content production and distribution, including movies, television, sports, digital and music. More than just a collection of entertainment-related businesses, Relativity is a content engine with the ability to leverage each of these business units, independently and together, to create content across all mediums, giving consumers what they want, when they want it. Relativity Studios, the Company's largest division, has produced, distributed or structured financing for more than 200 motion pictures, generating more than $17 billion in worldwide box-office revenue and earning 60 Oscar nominations. Relativity's films include Oculus, Safe Haven, Act of Valor, Immortals, Limitless, and The Fighter. Relativity Media LLC and its affiliates, including Relativity Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy Code on July 30, 2015 (Bankr. S.D.N.Y., Case No. 15-11989). The case is assigned to Judge Michael E. Wiles. The Debtors are represented by Craig A. Wolfe, Esq., Malani J. Cademartori, Esq., and Blanka K. Wolfe, Esq., at Sheppard Mullin Richter & Hampton LLP, in New York; and Richard L. Wynne, Esq., Bennett L. Spiegel, Esq., and Lori Sinanyan, Esq., at Jones Day, in New York. Brian Kushner of FTI Consulting, Inc., serves as chief restructuring officer and crisis and turnaround manager. Luke Schaeffer of FTI Consulting, Inc., serves as deputy CRO. Blackstone Advisory Partners L.P. serves as the Debtors' investment banker. The team is led by Timothy Coleman, Senior Managing Director, CJ Brown, Senior Managing Director, Paul Sheaffer, Vice President, and Joseph Goldschmid, Associate. The Debtors' noticing and claims agent is Donlin, Recano & Company, Inc. * * * An investor group composed of Anchorage Capital Group, L.L.C., Falcon Investment Advisors, LLC and Luxor Capital Group, LP on Oct. 21, 2015, completed its purchase of the assets of Relativity Television. After selling their TV business, the Debtors and CEO Ryan C. Kavanaughfiled a proposed plan of reorganization that will allow the Debtors to reorganize their non-TV business units with a substantially de-levered balance sheet utilizing new equity investments and new financing. Jim Cantelupe, of Summit Trail Advisors, LLC, has committed to work with the Debtors to raise up to $100 million of new equity to fund the Plan. RR DONNELLEY: Moody's Lowers Rating to Ba3, Outlook Developing -------------------------------------------------------------- Moody's Investors Service downgraded RR Donnelley & Sons Company's ratings to Ba3 from Ba2 and changed the company's ratings outlook to developing. As part of the same rating action, Moody's downgraded RR Donnelley's senior secured bank credit facility rating to Baa3 from Baa2, and senior unsecured notes' rating to B1 from Ba3 and also affirmed the company's SGL-3 speculative grade liquidity rating (indicating good liquidity). The rating downgrade was prompted by Moody's anticipation that RR Donnelley's future pace of de-levering will continue to slow as top-line and margin pressures persist. The proportion of RR Donnelley's EBITDA that is converted into Free Cash Flow has been declining and Free Cash Flow as a proportion of outstanding debt has been gradually decreasing, and Moody's expects both trends to continue, even after the company absorbs what appears to be a one-time appreciation of the US dollar. Moody's expects revenue and EBITDA to be flat to modestly negative because of the print industry's continuing secular decline, permanently impairing the company's de-levering capabilities. However, despite leverage of Debt/EBITDA likely remaining in the 3.5x-to-4.0x range, a level that Moody's considers to be aggressive given the company's business risk, the rating continues to benefit from RR Donnelley's significant scale, breadth of product offering, and track record of generating free cash flow. Owing to the company's plans to split into the three separate entities, and with the relative trade-offs amongst rating factors and, therefore, ratings strengths and weaknesses, likely to be affected, the ratings outlook is developing to indicate that further ratings adjustments may occur as the spin transactions unfold. RR Donnelley's SGL-3 liquidity rating is based on its large revolving credit facility and Moody's expectation that the company will be free cash flow positive. While, owing to seasonality and the timing of its term debt maturities, the company's accumulated free cash flow may not fully repay its next two maturities exactly at their respective maturity dates ($219 million in August, 2016 and $251 million in January, 2017), the company's $1.5 billion revolving credit facility supplements funding and allows term debt repayment. After each term debt maturity, RR Donnelley's free cash flow (estimated at about $150 million to $250 million per year) repays the outstanding credit facility amounts over time. Issuer: R.R. Donnelley & Sons Company These ratings have been Downgraded: Probability of Default Rating, to Ba3-PD from Ba2-PD Corporate Family Rating, to Ba3 from Ba2 Senior Secured Bank Credit Facility, to Baa3 (LGD2) from Baa2 (LGD1) Senior Unsecured Regular Bond/Debenture, to B1 (LGD5) from Ba3 (LGD4) This rating has been affirmed: Speculative Grade Liquidity Rating, SGL-3 Outlook, Changed To Developing From Rating Under Review RATINGS RATIONALE RR Donnelley's Ba3 CFR is driven primarily by Moody's expectations that leverage of Debt-to-EBITDA will be 3.5x to 4.0x over the next two years, a level that is high given the company's elevated business risk profile, a consequence of exposure to the commercial printing industry, which is in secular decline. However, the leverage level is acceptable given downside protection based on the company's significant scale, breadth and scope of its business lines, variable cost structure and free cash flow profile. Rating Outlook The outlook is Developing because management's plan to split the company into three separate entities later in 2016 may have incremental ratings' implications. What Could Change the Rating - Up The rating could be upgraded if Moody's expected: Sustained Debt-to-EBITDA leverage below 3.0x (4.0x at 30Sep15), and Sustained Free Cash Flow-to-Debt above 5% (5.7% at 30Sep15), and Stronger industry fundamentals, and Solid liquidity arrangements What Could Change the Rating - Down The rating could be downgraded if Moody's expected: Sustained Debt-to-EBITDA leverage at or above 4.0x (4.0x at Sept. 30, 2015), or Sustained Free Cash Flow-to-Debt significantly below 5% (5.7% at Sept. 30, 2015), or Further deterioration in organic growth prospects or EBITDA margins, or Significantly weaker liquidity arrangements The principal methodology used in these ratings was Global Publishing Industry published in December 2011. RX PRO OF MISSISSIPPI: Case Summary & 13 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Rx Pro of Mississippi, Inc. dba McDaniel Pharmacy 350 W. Woodrow Wilson Ave., Ste 132 Jackson, MS 39213 Case No.: 16-00288 Chapter 11 Petition Date: February 2, 2016 Court: United States Bankruptcy Court Southern District of Mississippi (Jackson-3 Divisional Office) Judge: Hon. Neil P. Olack Debtor's Counsel: Thomas M Hewitt, Esq. BUTLER SNOW LLP 1020 Highland Colony Pkwy Ste 1400 Ridgeland, MS 39157 Tel: 601-948-5711 Fax: 601-985-4500 Email: thomas.hewitt@butlersnow.com - and - Stephen W. Rosenblatt, Esq. BUTLER SNOW LLP P.O. Box 6010 Ridgeland, MS 39158-6010 Tel: 601-985-4504 Fax: 601-985-4500 Email: Steve.Rosenblatt@butlersnow.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Jack West, operations manager. A list of the Debtor's 13 largest unsecured creditors is available for free at http://bankrupt.com/misc/mssb16-00288.pdf RX PRO PHARMACY: Case Summary & 10 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Rx Pro Pharmacy & Compounding Inc. 936 W Hallandale Beach Blvd. Hallandale, FL 33009 Case No.: 16-00294 Chapter 11 Petition Date: February 2, 2016 Court: United States Bankruptcy Court Southern District of Mississippi (Jackson-3 Divisional Office) Debtor's Counsel: Thomas M Hewitt, Esq. BUTLER SNOW LLP 1020 Highland Colony Pkwy Ste 1400 Ridgeland, MS 39157 Tel: 601-948-5711 Fax: 601-985-4500 Email: thomas.hewitt@butlersnow.com - and - Stephen W. Rosenblatt, Esq. BUTLER SNOW LLP P.O. Box 6010 Ridgeland, MS 39158-6010 Tel: 601-985-4504 Fax: 601-985-4500 Email: Steve.Rosenblatt@butlersnow.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Jack West, operations manager. A list of the Debtor's 10 largest unsecured creditors is available for free at http://bankrupt.com/misc/mssb16-00294.pdf RYCKMAN CREEK: Files for Chapter 11 Bankruptcy Protection --------------------------------------------------------- Ryckman Creek Resources, LLC, et al., have entered Chapter 11 bankruptcy proceedings. The Company's liquidity problems resulted from construction issues related to its natural gas storage facility (the Ryckman Creek Facility) and increased debt. Formed on Sept. 8, 2009, the Company is engaged in the acquisition, development, marketing, and operation of the Ryckman Creek Facility. The Ryckman Creek Facility is a depleted crude oil and natural gas reservoir located in Uinta County, Wyoming. The Company began development of the reservoir into a natural gas storage facility in 2011. The Ryckman Creek Facility began commercial operations in late 2012 and received injections of customer gas and gas purchased by the Company. The Debtors have approximately 35 employees. The Debtors related that during limited commercial operations in April 2013, the Ryckman Creek Facility suffered substantial damage due to a fire resulting from equipment failure. According to the Debtors, the required repairs and replacements led to delays in restarting commercial operations, leading to significant incremental costs to the original construction costs. In addition, in early 2013, Ryckman Creek realized that the reservoir contained elevated levels of hydrogen sulfide gas ("H2S"), a corrosive gas that, if present in natural gas above certain levels, would render the natural gas unacceptable to owners of downstream pipelines and end users. Therefore, H2S must be removed prior to distribution to the natural gas distribution network. The Debtors maintained that design and implementation of this fix, however, was expensive and led to further cost overruns and delays at the Ryckman Creek Facility. During the spring of 2014, Ryckman Creek engaged both ING Capital, LLC and Acquisition Company Inc. in discussions about amending the existing credit agreement dated November 2011 to allow for additional indebtedness to be incurred by Ryckman Creek to fund completion of the original construction projects, the rebuilt of the nitrogen removal unit, and equipment to address the H2S issues in the reservoir. Consequently, Ryckman, ING, and Bear River entered into an Amended and Restated Credit Facility. On Aug. 28, 2013, Troy Construction, L.L.C., a third-party general contractor, initiated binding arbitration seeking recovery of contract balances of approximately $31,000,000 allegedly owed by Ryckman Creek under the parties' Cost Reimbursable Plus Fixed Fee Engineering, Procurement and Construction Contract and Master Services Agreement in connection with the construction of the Ryckman Creek Facility. An arbitration panel issued its final award on Oct. 26, 2015, which granted Troy an award of $19,799,129. The Debtors said that despite these setbacks and the related liquidity issues, they were able to complete construction of the Ryckman Creek Facility sufficient to commence initial storage services contemplated under the Firm Storage Service Precedent Agreement in December 2015. Currently, the Ryckman Creek Facility holds 13.1 bcf of customer gas as well as 4.2 bcf of gas owned by the Company. In addition, the Company anticipates installation of the remaining components of the facility in the next 60-90 days, bringing to a close the long period of construction. "Unfortunately, despite becoming commercially operational and the liquidity provided by the additional financing, the cost overruns and delays have left the Company with insufficient funds to continue to maintain and operate the facility," said Robert D. Albergotti, vice president of restructuring of Ryckman Creek Resources, LLC. Bridge Financing The Debtors have obtained commitment from ING in connection with a $3,000,000 bridge financing. ING further proposed the terms of additional financing in the aggregate amount of $30,000,000, which the Debtors, ING, and the Prepetition Lenders will continue to negotiate and finalize postpetition. Through the Bridge Financing, ING will provide the liquidity to support the Debtors' operational needs for the next 30 to 45 days while these negotiations are ongoing. According to Mr. Albergotti, the Prepetition Lenders have been supportive of the Company and cooperative in their restructuring efforts throughout its prior difficulties. He added that the Company and the Prepetition Lenders are currently making substantial progress toward agreement on the terms of a plan of reorganization that they hope will result in a deleveraged balance sheet and sufficient liquidity to operate their business as a reorganized company, and expect to have a plan support agreement signed while the bridge financing is still outstanding. First Day Pleadings Contemporaneously with the filing of the petitions, the Debtors filed first day pleadings seeking, among other things, authority to continue using existing cash management system, pay employee compensation, pay critical vendor claims, obtain debtor-in-possession financing, and use cash collateral. A full-text copy of the declaration in support of the First Day Motions is available at: http://bankrupt.com/misc/20_RYCKMAN_Declaration.pdf About Ryckman Ryckman Creek Resources, LLC, Ryckman Creek Resources Holdings LLC, Peregrine Rocky Mountains LLC and Peregrine Midstream Partners LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10292 to 16-10295) on Feb. 2, 2016. The petitions were signed by Robert Foss as chief executive officer. Kevin J. Carey has been assigned the case. The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP as counsel, AP Services, LLC as management provider, Evercore Group LLC as investment banker, and Kurtzman Carson Consultants LLC as claims and noticing agent. The Debtors estimated both assets and liabilities in the range of $100 million to $500 million. As of the Petition Date, Ryckman had approximately $333 million of prepetition bank debt. SEASPRAY RESORT: Case Summary & 12 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Seaspray Resort, Ltd. dba Seaspray Beach Resort 123 South Ocean Avenue Palm Beach Shores, FL 33404 Case No.: 16-11565 Chapter 11 Petition Date: February 2, 2016 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Hon. Paul G. Hyman, Jr. Debtor's Counsel: David L. Merrill, Esq. MERRILL PA Trump Plaza Office Center 525 S Flagler Drive, 5th Floor West Palm Beach, FL 33401 Tel: 561.877-1111 Email: dlmerrill@merrillpa.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Prabhjot K. Benisasia, president. A list of the Debtor's 12 largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb16-11565.pdf SECURED CAPITAL INVESTMENTS: Receiver Proposes to Auction Assets ---------------------------------------------------------------- Robert P. Mosier, the court-appointed permanent receiver for Secured Capital Investments, LLC, et al., is seeking authority from the U.S. District Court for the Central District of California, which is overseeing a receivership of SCI, to sell the firm's assets by public auction, free and clear of all liens, claims and encumbrances. In the alternative, the receiver proposes to abandon all over-encumbered assets. There's a Feb. 22 hearing to consider the request. Specifically, the Receiver seeks authority to sell the real property assets of Secured Capital Investments LLC, 9327 Fairway View Place, LLC, Superior Park RCF, LLC, and Justina Court, LLC, including these properties: a. 2850 N Tuttle Ave., Tucson, AZ 85705-4035 b. 2825 N. Tuttle, Ave., Tucson, AZ 85705-4035 c. 1416 Center St., Owensboro, KY 42303-3926 d. 600 Industrial Dr., Richland, MS 39218-9730 e. 405 Superior St., Excelsior Springs, MO 64024 f. 410 Superior St., Excelsior Springs, MO 64024 g. 521 Park St., Excelsior Springs, MO 64024 h. 5824 Justina Court, Jacksonville, FL 32277 i. 24-30 West 38th St., Jacksonville, FL 32206 j. 1013 Clark ST, Paducah, KY 42003 Many of the real properties are in poor physical condition and some are potentially overencumbered by liens. Similarly, the personal property consists primarily of used restaurant equipment for which the estate has no further need and must pay to relocate and store if not sold. The Receiver also seeks to sell the personal property of World Gardens Cafe, LLC. World Gardens Cafe in Rancho Cucamonga is a restaurant no longer in operation. The Receiver proposes Tranzon Asset Strategies to conduct the sales by a live and online auction. Tranzon will be paid a commission for its services derived from a 10% buyer's premium based on the high bid amount and charged to the highest bidder. The Receiver is actively investigating the value of the real and personal property and the amount of the liens against each. Because the numbers are still in flux, the Receiver presently is unable to conclude whether sale or abandonment of each particular asset is appropriate. If he is able to obtain a sales price sufficient to pay the known liens, then a sale will generate value for the estate. If a sales price is insufficient to satisfy all encumbrances, the asset will have no value to the estate and, therefore, the Receiver would seek to abandon the asset. The receivership case is, Securities and Exchange Commission, Plaintiff, Paul Mata, David Kayatta, Mario Pincheira, Secured Capital Investments, LLC, Logos Real Estate Holdings, LLC, Logos Wealth Advisors, LLC (dba Logos Lifetime University), Defendants, Case No. CV15-01792 VAP (KKx)(C.D. Cal.). Pursuant to a Preliminary Order entered on October 8, 2015, Robert Mosier was named permanent receiver, charged with administering and managing the business affairs and assets of Secured Capital Investments, LLC, Logos Real Estate Holdings, LLC, Logos Wealth Advisors, LLC and the other defendants and their subsidiaries and affiliates. The assets include numerous parcels of real property the management of which would require significant cash flow, which does not exist. The Receiver believes that these companies are all affiliates of the Defendants and subject to this receivership: Indestructible Peak Management, Inc., Renaissance Management, LLC, 9327 Fairway View Place, LLC, Logos Management Group, LLC Logos Insurance Group, Inc., World Gardens Cafe, LLC, Chef Ravi Recipes, LLC, Destiny With a Purpose, LLC, Superior Park RCF, LLC, and Justina Court, LLC. Counsel for Robert P. Mosier, as Permanent Receiver, is: Kathy Bazoian Phelps, Esq. DIAMOND MCCARTHY LLP 1999 Avenue of the Stars, Suite 1100 Los Angeles, CA 90067-4402 Telephone: (310) 651-2997 E-mail: kphelps@diamondmccarthy.com District Judge Virginia A. Phillips presides over the case. SECURED CAPITAL INVESTMENTS: Receiver Wants Court to Set Bar Date ----------------------------------------------------------------- Robert P. Mosier, the court-appointed permanent receiver for Secured Capital Investments, LLC, et al., asks the U.S. District Court for the Central District of California, which is overseeing a receivership of SCI et al., to establish a deadline as well as procedures for interested parties to file proofs of claim. He also asks the Court to establish a "Net Investment Method" for investor claims. The Receiver believes it is in the best interest of the Receivership Estate to establish a claims bar date by which all claimants must assert any claims they have against the Receivership Entities to allow the Receiver to evaluate and process those claims for the purpose of recommending an eventual distribution plan to the Court. The Receiver seeks entry of an order establishing a date approximately 90 days from the date of the Bar Date Order as the deadline by which all claimants must submit completed and signed proofs of claim. The Receiver also requests that the Court stay the accrual of all post-receivership interest against all investors and unsecured and under-secured creditors (effective as of September 3, 2015, the date of the receivership) to preserve Defendants assets and maximize recovery for claimants. The Receiver also seeks Court approval of a methodology to offset payments made to the investors against the amount that they invested. The Court will hold a hearing on the request on Feb. 22 in Riverside, California. The receivership case is, Securities and Exchange Commission, Plaintiff, Paul Mata, David Kayatta, Mario Pincheira, Secured Capital Investments, LLC, Logos Real Estate Holdings, LLC, Logos Wealth Advisors, LLC (dba Logos Lifetime University), Defendants, Case No. CV15-01792 VAP (KKx)(C.D. Cal.). Pursuant to a Preliminary Order entered on October 8, 2015, Robert Mosier was named permanent receiver, charged with administering and managing the business affairs and assets of Secured Capital Investments, LLC, Logos Real Estate Holdings, LLC, Logos Wealth Advisors, LLC and the other defendants and their subsidiaries and affiliates. The assets include numerous parcels of real property the management of which would require significant cash flow, which does not exist. The Receiver believes that these companies are all affiliates of the Defendants and subject to this receivership: Indestructible Peak Management, Inc., Renaissance Management, LLC, 9327 Fairway View Place, LLC, Logos Management Group, LLC Logos Insurance Group, Inc., World Gardens Cafe, LLC, Chef Ravi Recipes, LLC, Destiny With a Purpose, LLC, Superior Park RCF, LLC, and Justina Court, LLC. Counsel for Robert P. Mosier, as Permanent Receiver, is Kathy Bazoian Phelps, Esq., at Diamond McCarthy LLP. District Judge Virginia A. Phillips presides over the case. SEMILEDS CORP: Going Concern Doubt Amid Losses Since Inception -------------------------------------------------------------- SemiLEDs Corporation has incurred significant losses since inception. The company has suffered losses from operations of $13.3 million and $24.8 million, gross losses on product sales of $4.1 million and $11.3 million, and net cash used in operating activities of $4.5 million and $15.7 million for the years ended August 31, 2015 and 2014, respectively. Loss from operations, gross loss on product sales and net cash used in operating activities for the three months ended November 30, 2015 were $3.3 million, $1.4 million and $0.6 million, respectively. Further, at November 30, 2015, the company's cash and cash equivalents was down to $3.5 million. "These facts and conditions raise substantial doubt about our ability to continue as a going concern," stated Christopher Lee, chief financial officer of the company, in a regulatory filing with the U.S. Securities and Exchange Commission on January 13, 2016. "However, our management has developed a liquidity plan, that if executed successfully, should provide sufficient liquidity to meet our obligations as they become due for a reasonable period of time, and allow the development of its core business. * Entering into an agreement in December 2015 with a strategic partner for the sale of our headquarters building located at Miao-Li, Taiwan. The total cash consideration for the sale is $5.2 million to be paid in three installments, of which the initial installment of $3 million was received on December 14, 2015. The sale is expected to close on December 31, 2017. * Suppressing gross loss from chip sales by moving toward a fabless business model through an agreement entered into on December 31, 2015 with an ODM partner. We will restructure the EPI and Fab for the chips manufacturing operation, consign or sell certain equipment and transfer employees related to the chips manufacturing to our ODM partner. Following the restructuring, we expect to reduce payroll, minimize research and development activities associated with chips manufacturing operation and reduce idle capacity charges. This partnership should help us obtain a steady source of LED chips with competitive and favorable price for our packaging business, expand the production capacity for LED components, and strengthen our product portfolio and technology. * Increasing efforts to increase sales of Automotive Projects in both China and India by cultivating relationships with automotive lighting developers that are outside the company's historical distribution channels. Maintaining the number of display models at automotive lighting facilities in order to provide dealers, communities and consumers with examples of newly designed product. * Gaining positive cash-inflow from operating activities through continuous cost reductions and the sales of new higher margin products. The commercial sales of our UV LED product with a leading cosmetic manufacturer are expected to continue to improve the company's future gross margin, operating results and cash flows. We are making progress towards scaling sales of our UV LED products and are focused on product enhancement and developing our UV LED into many other applications or devices. * Management continues to monitor prices, work with current and potential vendors to decrease costs and, consistent with its existing contractual commitments, may decrease its activity level and capital expenditures further. This plan reflects its strategy of controlling capital costs and maintaining financial flexibility. * Raise additional cash through further equity offerings, sales of assets and/or issuance of debt as considered necessary. "While we believe that these liquidity plan measures will be adequate to satisfy our liquidity requirements for the twelve months ending November 30, 2016, there is no assurance that the liquidity plan will be successfully implemented. Failure to successfully implement the liquidity plan may have a material adverse effect on our business, results of operations and financial position, and may adversely affect our ability to continue as a going concern." At November 30, 2015, the company had total assets of $35,258,000, total liabilities of $9,229,000 and total equity of $26,029,000. For the three months ended November 30, 2015, the company posted a net loss of $3,315,000 as compared with a net loss of $4,371,000 for the three months ended November 30, 2014. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/z6a8lg6 Taiwan-based SemiLEDs Corporation and its subsidiaries develop, manufacture and sell high performance light emitting diodes (LEDs). The company's core products are LED chips and LED components, as well as lighting products. SemiLEDs customers are concentrated in a few select markets, including Taiwan, the United States and China. SFX ENTERTAINMENT: Has Interim OK to Tap $80M in DIP Loans ---------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware gave SFX Entertainment, Inc., et al., interim authority to obtain $80 million in postpetition financing and use cash collateral securing their prepetition indebtedness to enable them to continue operations and to administer and preserve the value of their estates. Judge Walrath will convene a hearing on March 4, 2016, at 10:30 a.m., to consider final approval of the financing request. Parties have until Feb. 24 to file an objection, if necessary. The Debtors are seeking approval of a DIP Facility consisting of new money term loans in an aggregate principal amount not to exceed $115.0 million, which consists of Tranche A DIP Loans in an aggregate principal amount not to exceed $30.0 million and Tranche B DIP Loans in an aggregate principal amount not to exceed $85.0 million. The Debtors also have the right to request up to $10.0 million of additional Tranche B DIP Loans from existing Trance B DIP Lenders on a pro rata basis. The Tranche A DIP Loans will come from a member of certain Second Lien Noteholders (the "Ad Hoc Committee,"), while the Tranche B DIP Loans will come from each member of the Ad Hoc Group or their affiliates or related funds. The DIP Loans accrue the following interest: * Tranche A DIP Loans: 12.00% per annum, payable monthly in cash arrears, calculated on an actual 360-day basis. * Tranche B DIP Loans: 10.00% per annum, payable monthly in kind in arrears, calculated on an actual 360-day basis. * Default Interest: 2.00% per annum; calculated on an actual 360-day basis. In addition, the following fees accompany the DIP Loans: * Tranche A DIP Loans: A commitment fee of 2.00% of the Tranche A DIP Commitments payable in cash and 2.00% of the Tranche A DIP Commitments payable in kind on the Closing Date. * Tranche B DIP Loans: A commitment fee of 3.00% of the Tranche B DIP Commitments payable in kind on the Closing Date. * An annual administrative agency fee payable in cash to the DIP Agent on the Closing Date. The DIP Facility requires the Debtors to file a plan of reorganization and accompanying disclosure statement on or before March 21, 2016, and obtain confirmation of that plan on or before June 13, 2016, so that the effective date of that Plan will have occured on or before June 30, 2016. As of the Petition Date, substantially all of the Debtors were indebted to the First Lien Agent and the First Lien Lenders in the aggregate principal amount of $30.0 million, plus accrued but unpaid interest plus any other amounts incurred or accrued but unpaid prior to the Petition Date. In addition, as of the Petition Date, Debtor SFXE Netherlands Holdings Coöperatief U.A. and the other Foreign Loan Guarantors are indebted to the Foreign Loan Agent and the Foreign Lender in the aggregate principal amount of $20.0 million, plus accrued but unpaid interest. Furthermore, as of the Petition Date, substantially all of the Debtors were indebted to the Second Lien Agent and the Second Lien Noteholders in the aggregate principal amount of approximately $295.0 million in Second Lien Notes, plus accrued but unpaid interest. Pursuant to the Interim Order, the Debtors are authorized to draw on the DIP Facility to pay in full the First Lien Obligations and Foreign Loan Obligations in the aggregate amount of $54.79 million. A full-text copy of the Interim Cash Collateral Order with Budget is available at http://bankrupt.com/misc/SFXdip0203.pdf The Ad Hoc Committee is represented by Young Conaway Stargatt & Taylor, LLP, and advised by Houlihan Lokey Capital, Inc. About SFX Entertainment SFX Entertainment, Inc., and 43 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10238 to 16-10281) on Feb. 1, 2016. The petitions were signed by Michael Katzenstein as chief restructuring officer. The Debtors disclosed total assets of $661.6 million and total debts of $490.2 million. Greenberg Traurig, LLP serves as the Debtors' counsel. Kurtzman Carson Consultants LLC acts as the Debtors' claims and noticing agent. Judge Mary F. Walrath is assigned to the case. SIMPLY FASHION: Plan Filing Exclusivity Ends Feb. 10 ---------------------------------------------------- Simply Fashion Stores, Ltd., and Adinath Corp. sought and obtained from Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, and extension of the periods within which they may file a plan of liquidation and solicit acceptances thereto through Feb. 10, 2016 and April 11, 2016, respectively. In seeking the extension, the Debtors contended that more than 750 proofs of claim were recently filed prior to the claims bar dates. The Debtors further contended that in order for the Debtors to provide adequate information regarding expected distributions to creditors in the disclosure statement to be filed by the Debtors, it is necessary to extend the Exclusivity Period and Acceptance Period to provide the Debtors sufficient time to review and analyze the proofs of claim that were filed to determine the proper amounts of such claims for inclusion in the disclosure statement. The Debtors related that given the number of legal and business issues facing the Debtors in the liquidation due to the size, nature, and truly national scope of the business of the Debtors, it is beyond dispute that the Debtors' cases are extremely complex. Simply Fashion Stores and Adinath are represented by: Christopher A. Jarvinen, Esq. Paul Steven Singerman, Esq. BERGER SINGERMAN LLP 1450 Brickell Avenue, Suite 1900 Miami, FL 33131 Telephone: (305)755-9500 Facsimile: (305)714-4340 E-mail: cjarvinen@bergersingerman.com singerman@bergersingerman.com About Simply Fashion Stores Owned by the Shah family, Simply Fashion has 247 stores in 25 states across the country in major markets such as Detroit, Miami, New Orleans, St. Louis, Chicago, Atlanta, Baltimore, Nashville and Dallas. Founded in 1991, Simply Fashion is primarily a brick and mortar retailer of Junior, Plus and Super Plus women's fashion catering to African-American women between the ages of 25 and 55, with locations in 25 states. Adinath Corp. is the general partner of Simply Fashion. It is owned 100% by Bhavana Shah. On April 16, 2015, Adinath and Simply Fashion Stores, Ltd., each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in Miami, Florida (Bankr. S.D. Fla., Case No. 15-16885). The cases are under the Honorable Laurel M. Isicoff. The Debtors have tapped Berger Singerman LLP as counsel; Kapila Mukamal, LLP, as restructuring advisor; and Prime Clerk LLC as claims and noticing agent. Simply Fashion estimated $10 million to $50 million in assets and debt. The U.S. Trustee for Region 21 appointed five creditors to serve on the official committee of unsecured creditors. On July 24, 2015, the U.S. Trustee appointed James P.S. Leshaw as consumer privacy ombudsman in the Debtors' Chapter 11 cases. STRATA SKIN: Obtains $12 Million Under MidCap Credit Agreement -------------------------------------------------------------- Strata Skin Sciences, Inc., entered into a $12 million credit facility pursuant to a Credit and Security Agreement dated Dec. 30, 2015, and related financing documents with MidCap Financial Trust and the lenders, according to a Form 8-K report filed with the Securities and Exchange Commission. Under the Agreement, the Credit Facility may be drawn down in two tranches, the first of which was drawn for $10.5 million on Dec. 30, 2015. The proceeds of this first tranche were used to repay $10 million principal amount of short-term senior secured promissory notes, plus associated interest, loan fees and expenses. The Company's obligations under the credit facility are secured by a first priority lien on all of the Company's assets. On Jan. 29, 2016, the Company drew down the second tranche under the Credit Facility in the amount of $1.5 million. The Company has, therefore, drawn down the total amount of the $12 million available under the Credit Facility. In connection with the draw down of the second tranche under the Credit Facility, the Company issued to the lenders warrants to purchase an aggregate of 99,057 shares of the Company's common stock at an exercise price of $1.06 per share, which equals the VWAP for the ten-day period prior to the Jan. 29, 2016, closing date. The warrants are exercisable for five years from the date of issuance. The Warrants have not been registered under the Securities Act of 1933, as amended, pursuant to the exemption under Section 4(a)(2) of the Act. About STRATA Skin Sciences STRATA Skin Sciences (formerly MELA Sciences, Inc.) is a medical technology company focused on the therapeutic and diagnostic dermatology market. Its products include the XTRAC laser and VTRAC excimer lamp systems utilized in the treatment of psoriasis, vitiligo and various other skin conditions; and the MelaFind system used to assist in the identification and management of melanoma. The Company reported a net loss of $14.1 million on $915,000 of net revenues for the year ended Dec. 31, 2014, compared to a net loss of $26.0 million on $536,000 of net revenues in the prior year. EisnerAmper LLP, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and has suffered recurring losses from operations. TELKONET INC: Bard Associates Reports 12.5% Stake as of Dec. 31 --------------------------------------------------------------- In a Schedule 13G filed with the Securities and Exchange Commission, Bard Associates, Inc. disclosed that as of Dec. 31, 2015, it beneficially owns 16,581,414 shares of common stock of Telkonet, Inc. representing 12.5 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/XhX0co About Telkonet Milwaukee, Wisconsin-based Telkonet, Inc., is a clean technology company that develops and manufactures proprietary energy efficiency and smart grid networking technology. Telkonet reported a net loss attributable to common stockholders of $95,400 in 2014 following a net loss attributable to common stockholders of $4.9 million in 2013. As of Sept. 30, 2015, the Company had $11.5 million in total assets, $5.35 million in total liabilities and $6.12 million in total stockholders' equity. BDO USA, LLP, in Milwaukee, Wisconsin, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2014, citing that the Company has a history of losses from operations, a working capital deficiency, and an accumulated deficit of $121,906,017 that raise substantial doubt about its ability to continue as a going concern. TENET HEALTHCARE: Glenview Capital Beneficially Owns 17.9% Stake ---------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Glenview Capital Management, LLC and Lawrence M. Robbins disclosed that as of Jan. 28, 2016, they beneficially own 17,900,928 shares of common stock of Tenet Healthcare Corporation, representing 17.96 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/p8yeBB About Tenet Tenet Healthcare Corporation -- http://www.tenethealth.com/-- is a national, diversified healthcare services company with 110,000 employees united around a common mission: to help people live happier, healthier lives. The company operates 80 hospitals, 214 outpatient centers, six health plans and Conifer Health Solutions, a leading provider of healthcare business process services in the areas of revenue cycle management, value based care and patient communications. Tenet Healthcare reported net income attributable to the Company's shareholders of $12 million for the year ended Dec. 31, 2014, compared to a net loss attributable to the Company's shareholders of $134 million during the prior year. As of Sept. 30, 2015, the Company had $23.2 billion in total assets, $20.5 billion in total liabilities, $1.68 billion in redeemable noncontrolling interests in equity of consolidated subsidiaries and $1.01 billion in total equity. * * * Tenet carries a 'B' IDR from Fitch Ratings, 'B' corporate credit rating from Standard & Poor's Ratings Services and 'B1' Corporate Family Rating from Moody's Investors Service. TORQUED-UP ENERGY: Can Hire Dore Law as Counsel in Texas Suit ------------------------------------------------------------- The Bankruptcy Court for the Eastern District of Texas authorized Torqued-Up Energy Services, Inc., et al., to employ Dore Law Group, P.C., as their special counsel in the action styled Preferred Quality Chemicals, LLC, Plaintiff, vs. SWEPI, LP d/b/a Shell Western E&P, et al., Defendants, Cause No. 2014CVF000297D2, pending in the 11th Judicial District Court in Webb County, Texas. The normal hourly billing rates of Dore Law are: Carl Dore $365 Amanda Speer $305 Zachary McKay $225 Paralegals $135 To the best of the Debtors' knowledge, the firm, its members and associates, do not hold or represent any interest adverse to that of the Debtors' estates with respect to the matter for which their employment is sought. The firm can be reached at: Dore Law Group, P.C. 17171 Park Row, Suite 160 Houston, TX 77084 Tel: (281) 829-1555 Fax: (281) 200-0751 Email: carl@dorelawgroup.net aspeer@dorelawgroup.net zmckay@dorelawgroup.net About Torqued-Up Energy Torqued-Up Energy Services, Inc., Arctic Acquisition Corporation and Torqued-up Enterprises, LLC filed Chapter 11 bankruptcy petitions (Bankr. E.D. Tex. Case Nos. 15-60796, 15-60798, and 15-60799, respectively) on Nov. 24, 2015. The petition was signed by Kelly W. Prentiss as CEO. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. Ireland, Carroll, & Kelley and Searcy & Searcy, P.C. serve as the Debtors' counsel. Judge Bill Parker has been assigned the case. Arctic and Enterprises, while non-operating, are guarantors on TUES debt to the senior secured lenders and have pledged assets to secure that debt. As of Oct. 9, 2015, the Company had on hand the sum of approximately $1.2 million in cash. The Debtor also owns approximately $3 million in outstanding accounts receivables of which approximately $1.5 million is collectible. The Company's other non-insider, third-party debt is approximately $1.5 million as of Oct. 9, 2015, consisting largely of approximately 41 capital leases. The Company has unsecured subordinated debt which has been advanced by one or more equity owners over time. That sub-debt is contractually subordinated to the secured debt of the Banks and as of Oct. 9, 2015, totals in the amount of $32.5 million. No interest or other payments have been made on the sub-debt. TORQUED-UP ENERGY: Has Final Authority to Use Cash Collateral ------------------------------------------------------------- Judge Bill Parker of the United States Bankruptcy Court for the Eastern District of Texas authorized Torqued Up Energy Services, Inc., to use cash collateral securing its prepetition indebtedness on a final basis. The Debtors are authorized to use the Cash Collateral in accordance with a budget for working capital, general corporate purposes and administrative costs and expenses of the Debtors incurred in the Chapter 11 case, subject to the terms of the Order and adequate protection payments to the Administrative Agent and the Lenders, as provided in the Order. The Administrative Agent and the Lenders are entitled to adequate protection of their interests in the Prepetition Collateral in an amount equal to the aggregate postpetition diminution in value of the Prepetition Collateral, including without limitation, any diminution resulting from the sale, lease or use by the Debtors or other decline in value of the Prepetition Collateral and the imposition of the automatic stay pursuant to Section 362 of the Bankruptcy Code. As adequate protection, the Administrative Agent and the Lenders are granted: an Adequate Protection Obligations, which constitute a superpriority claim against the Debtors, with priority in payment over any and all unsecured claims and administrative expense claims against the Debtors and which will at all times be senior to the rights of the Debtors, and any successor trustee or any creditor, in the Chapter 11 Case or any subsequent proceeding, including without limitation a Chapter 7 proceeding under the Bankruptcy Code, subject and subordinate only to the Carve Out. As security for the Adequate Protection Obligations, the following security interests and liens are granted to the Administrative Agent for the benefit of the Lenders, subject only to the Carve Out: (i) First Priority on Unencumbered Property, (ii) Liens Junior to Certain Existing Liens, and (iii) the Adequate Protection Liens which shall not be subject or subordinate to any lien or security interest that is avoided and preserved for the benefit of the Debtors and their estates or any lien or security interest arising after the Petition Date, subject to the Carve Out, or subordinated to or made pari passu with any other lien or security interest under Bankruptcy Code sections 363 or 364 or otherwise. Administrative Agent's Objection Amegy Bank National Association, as Administrative Agent, objected to the Debtors' request to use cash collateral to the extent the Debtors use the Cash Collateral without granting sufficient adequate protection. The Administrative Agent argued that a trustee or a debtor-in-possession in a chapter 11 proceeding may not use, sell or lease cash collateral unless the entity with an interest in the collateral consents or the court, after notice and a hearing, authorizes the use, sale or lease. The Administrative Agent said it does not consent to the use of the Cash Collateral to pay administrative expenses of the estates, or any other expenses, unless the final order authorizing the use contains the terms and provisions provided in the Proposed Cash Collateral Order. The Administrative Agent told the Court that it was working with the Debtors and the U.S. Trustee to resolve any concerns related to the Cash Collateral Order, but reserved its right prosecute this objection absent an agreed resolution, the Administrative Agent added. Tax Authorities Oppose Cash Use The Tax Authorities -- Dewitt County, Gregg County, Jim Wells CAD, Rusk County and Smith County -- objected to the Interim Cash Collateral Order and the entry of a final order to the extent their liens are not adequately protected. The Tax Authorities objected to any provision in the final order, which concludes that the Debtor's obligations to the Administrative Agent and the Lenders are secured by first priority liens against all of the Pre-Petition Collateral to the extent that those liens would be asserted as senior to the Tax Authorities' liens and any provision containing that their senior statutory liens that secure all amounts owed for prepetition ad valorem property taxes and that will secure their administrative expense claims for tax year 2016 are primed by any liens that the Administrative Agent and the Lenders currently hold or will hold against the Debtor's assets. According to the Tax Authorities, their liens are senior to the liens of the Administrative Agent and the Lenders because pursuant to Texas law, the Tax Authorities hold senior liens against the Debtor's property within their jurisdictions and against all of the Debtor's existing and after-acquired business personal property. Therefore, the Tax Authorities asked the Court that the final order modify the Interim Order to provide that the Tax Authorities' liens that secure pre- and post-petition ad valorem property taxes and their right to payment of those taxes maintain their senior lien priority and senior right to payment nunc pro tunc to the petition date and grant the Tax Authorities such other and further relief to which they may be justly entitled. A full-text copy of the Final Cash Collateral Order with Budget is available at http://bankrupt.com/misc/TORQUEDcashcol1218.pdf Amegy Bank National Association, As Administrative Agent is represented by: Jason G. Cohen, Esq. William A. (Trey) Wood III, Esq. BRACEWELL & GIULIANI LLP 711 Louisiana Street, Suite 2300 Houston, Texas 77002 Telephone: (713) 223-2300 Facsimile: (713) 221-1212 Email: Trey.Wood@bgllp.com Jason.Cohen@bgllp.com Dewitt County, Gregg County, Jim Wells CAD, Rusk County and Smith County are represented by: Laurie Spindler Huffman LINEBARGER GOGGAN BLAIR & SAMPSON, LLP 2777 N. Stemmons Fwy, Suite 1000 Dallas, TX 75207 Telephone: (214) 880-0089 Facsimile: (469) 221-5002 Email: Laurie.Huffman@lgbs.com About Torqued-Up Energy Torqued-Up Energy Services, Inc., Arctic Acquisition Corporation and Torqued-up Enterprises, LLC filed Chapter 11 bankruptcy petitions (Bankr. E.D. Tex. Case Nos. 15-60796, 15-60798, and 15-60799, respectively) on Nov. 24, 2015. The petition was signed by Kelly W. Prentiss as CEO. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. Ireland, Carroll, & Kelley and Searcy & Searcy, P.C. serve as the Debtors' counsel. Judge Bill Parker has been assigned the case. Arctic and Enterprises, while non-operating, are guarantors on debt to the senior secured lenders and have pledged assets to secure that debt. As of Oct. 9, 2015, the Company had on hand the sum of approximately $1.2 million in cash. The Debtor also owns approximately $3 million in outstanding accounts receivables of which approximately $1.5 million is collectible. The Company's other non-insider, third-party debt is approximately $1.5 million as of Oct. 9, 2015, consisting largely of approximately 41 capital leases. The Company has unsecured subordinated debt which has been advanced by one or more equity owners over time. That sub-debt is contractually subordinated to the secured debt of the Banks and as of Oct. 9, 2015, totals in the amount of $32.5 million. No interest or other payments have been made on the sub-debt. TRI STATE TRUCKING: Adds IRS and CAT Financial to Creditors List ---------------------------------------------------------------- Tri State Trucking Company filed with the U.S. Bankruptcy Court for the Middle District of Pennsylvania an amended list of creditors holding 20 largest unsecured claims to reflect the addition of Cat Financial and the Internal Revenue Service and omission of Somerset Regional Water Resource to the list. The amended list also reflected the decrease in the claim amount of National Oilwell Varco. The amended list discloses: Name of Creditor Nature of Claim Amount of Claim --------------- --------------- --------------- AJ's Trade Vendor $73,025 American Truck Stop Trade Vendor $485,696 2720 South Main Street Mansfield, PA 16933 Axion International Inc. Trade Vendor $52,200 B&K Equipment, LLC Trade Vendor $54,799 Blue Cross - First Priority Life Trade Vendor $69,153 CAT Financial Caterpillar Truck $296,842 P.O. Box 340001 2120 West End Ave. Nashville, TN 37203 Cleveland Brothers Trade Vendor $250,866 P.O. Box 417094 Boston, MA 02241 FleetMatics USA, LLC Trade Vendor $249,119 Grant Smith Trucking Trade Vendor $30,000 Great Plains Oilfield Rental Trade Vendor $44,941 Hertz Equipment Rental Trade Vendor $95,405 Internal Revenue Service $368,837 P/O/ Box 7346 Philadelphia, PA 19101-0424 Ironent, LLC Trade Vendor $106,954 Jack Doheny Companies Trade Vendor $171,541 JJ Powell Fuel Management Trade Vendor $246,668 Mansfield Crane Service Corp. Reserve Account $209,665 Napa-Rakoski Automotive Trade Vendor $25,908 National Oilwell Varco Trade Vendor $38,301 Parentebeard, LLC Trade Vendor $31,852 Western AG Enterprises Inc. Trade Vendor $49,409 A copy of the schedules is available for free at http://bankrupt.com/misc/TriStateTrucking_65_Nov17SALs.pdf William E. Robinson, president of the Debtor, declared that the filing is true and correct. About Tri State Trucking Tri State Trucking Company filed Chapter 11 bankruptcy petition (Bankr. M.D. Pa. Case No. 15-04444) on Oct. 13, 2015. William E. Robinson signed the petition as president. The Debtor disclosed assets of $8,373,299 and liabilities of $5,522,039. Mette, Evans, & Woodside represents the Debtor as counsel. Judge John J Thomas is assigned to the case. Tri State operates an over the road logistics company hauling various freight of its customers. The Debtor employs approximately 50 people and operates from its headquarters located at 16064 Route 6, Mansfield, Pennsylvania 16933. UTSA APARTMENTS 5: Case Summary & Largest Unsecured Creditor ------------------------------------------------------------ Debtor: UTSA Apartments 5, LLC 1663 Keleka Koloa, HI 96756 Case No.: 16-50236 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: February 1, 2016 Court: United States Bankruptcy Court Western District of Texas (San Antonio) Judge: Hon. Craig A. Gargotta Debtor's Counsel: Allen M. DeBard, Esq. LANGLEY & BANACK, INC 745 E Mulberry, Suite 900 San Antonio, TX 78212 Tel: (210) 736-6600 Fax: (210) 735-6889 Email: adebard@langleybanack.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Daniel C. Booye, member. The Debtor listed The Woodlark Companies as its largest unsecured creditor. A copy of the petition is available for free at: http://bankrupt.com/misc/txwb16-50236.pdf UTSA APARTMENTS 5: Wants Duplicate Case Dismissed, Seeks Refund --------------------------------------------------------------- UTSA Apartments 5, LLC asks the Bankruptcy Court in San Antonio, Texas, to dismiss the Chapter 11 Case No. 16-50237 as a duplicate case has been filed. The Koloa, Hawaii-based Debtor also seeks refund of the filing fees as the Debtor has mistakenly paid twice for its Chapter 11 case. The other case is, Case No. 16-50236 VARIANT HOLDING: Seeks April 20, 2016 Confirmation Hearing ---------------------------------------------------------- Variant Holding Company LLC has asked a bankruptcy court to schedule a hearing on confirmation of a Chapter 11 plan to be proposed by the company. In a motion, the company asked the U.S. Bankruptcy Court in Delaware to hold a hearing on April 20 to consider both the adequacy of its disclosure statement and confirmation of the plan. This schedule will coincide with the company's proposed sale of its assets, according to its lawyer Peter Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware. Variant Holding is seeking to implement a sale of the 23 remaining properties of its subsidiaries through a stalking horse deal with a group of funds led by Beach Point Total Return Master Fund LP. Under the deal, the funds will assume or pay in full all claims allowed against the companies that are not subordinated to the funds. The agreement is subject to higher and better cash bids, which Variant Holding will solicit during a 60-day auction process, according to court filings. Variant Holding is set to file its bankruptcy plan and disclosure statement before Feb. 28. About Variant Holding Tucson, Arizona-based Variant Holding Company, LLC, and its direct and indirect subsidiaries are a commercial real estate business with direct and indirect ownership interests in 23 real property interests in various states. Variant Holding commenced bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug. 28, 2014. Variant Holding estimated $100 million to $500 million in assets and less than $100 million in debt. Members holding the majority of the interests in the company, namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the resolution authorizing the bankruptcy filing. Variant's subsidiaries filed voluntary Chapter 11 petitions on Jan. 12, 2016. Variant's property-owning subsidiaries, which own 23 apartment complexes, and which are debtors are: (1) Broadmoor Apartments, LLC, Chesapeake Apartments, LLC, Holly Ridge Apartments, LLC, Holly Tree Apartments, LLC, Preston Valley Apartments, LLC, Ravenwood Hills Apartments, LLC, River Road Terrace Apartments, LLC, and Sandridge Apartments, LLC (collectively, the "FX3 Portfolio Debtors"); (2) 10400 Sandpiper Apartments, LLC, 10301 Vista Apartments, LLC, Pines of Westbury, Ltd., 201 Ashton Oaks Apartments, LLC, 13875 Cranbook Forest Apartments, LLC, 5900 Crystal Springs Apartments, LLC, 7107 Las Palmas Apartments, LLC, 11911 Park Texas Apartments, LLC, 1201 Oaks of Brittany Apartments LLC, 3504 Mesa Ridge Apartments, LLC, 667 Maxey Village Apartments, LLC, 17103 Pine Forest Apartments, LLC, 7600 Royal Oaks Apartments, LLC, and 4101 Pointe Apartments, LLC (collectively, the "H14 Portfolio Debtors"); and (3) The Oaks of Stonecrest Apartments, LLC ("Oaks at Stonecrest")(the FX3 Portfolio Debtors, the H14 Portfolio Debtors and Oaks at Stonecrest are collectively referred as the "Property-Owning Debtors"). The FX3 Portfolio Debtors own 8 apartment projects in Texas, Maryland, Virginia, and South Carolina, which properties total 1,850 housing units. The H14 Portfolio Debtors own 14 apartment projects in Texas, which consist of a total of 5,050 housing units. Oaks at Stonecrest owns a single apartment project in Lithonia, Georgia, which has 280 housing units. The Debtors have tapped Pachulski Stang Ziehl & Jones LLP, as counsel and UpShot Services LLC as claims and noticing agent. VERSO CORPORATION: Files Confidential Information with SEC ---------------------------------------------------------- In connection with the Chapter 11 cases and the related entry by Verso Corporation, et al., into certain debtor-in-possession financing arrangements, Verso provided certain confidential information to certain holders of the Debtors' debt. Verso has agreed with certain Holders to provide the following information: * 13-Week Cash Forecast dated January 24, 2016. http://goo.gl/Y3UUH4 * 18-Month Free Cash Flow Projections dated January 26, 2016. http://goo.gl/PSYs77 About Verso Corporation Verso Corporation and 26 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10163 to 16-10189, respectively) on Jan. 26, 2016. The petitions were signed by David Paterson as president and chief executive officer. Verso Corporation claims to be the leading North American producer of coated papers, which are used primarily in magazines, catalogs, high-end advertising brochures and annual reports, among other media and marketing publications. The Debtors employ approximately 5,200 personnel. The Debtors disclosed total assets of $2.9 billion and total debts of $3.87 million. The Debtors have engaged O'Melveny & Myers LLP as general counsel, Paul, Weiss, Rifkind, Wharton & Garrison LLP as corporate counsel, Richards, Layton & Finger, P.A. as Delaware counsel, PJT Partners L.P. as investment banker, Alvarez & Marsal North America, LLC as financial advisor and Prime Clerk LLC as claims and noticing agent. VUZIX CORP: May Sell $100 Million Worth of Securities ----------------------------------------------------- Vuzix Corporation filed a Form S-3 registration statement with the Securities and Exchange Commission relating to the offering by the Company of its common stock, preferred stock, warrants and units for an aggregate initial offering price of up to $100,000,000. The Company's common stock is currently traded on the NASDAQ Capital Market under the symbol "VUZI." On Jan. 28, 2016, the last reported sales price for the Company's common stock was $5.48 per share. The Company will apply to list any shares of common stock sold by the Compoany under this prospectus and any prospectus supplement on the NASDAQ Capital Market. The prospectus supplement will contain information, where applicable, as to any other listing of the securities on the NASDAQ Capital Market or any other securities market or exchange covered by the prospectus supplement. A copy of the Form S-3 prospectus is available for free at: http://is.gd/KrunDB About Vuzix Corporation Vuzix -- http://www.vuzix.com/-- is a supplier of Video Eyewear products in the consumer, commercial and entertainment markets. The Company's products, personal display devices that offer users a portable high quality viewing experience, provide solutions for mobility, wearable displays and virtual and augmented reality. Vuzix holds 33 patents and 15 additional patents pending and numerous IP licenses in the Video Eyewear field. Founded in 1997, Vuzix is a public company with offices in Rochester, NY, Oxford, UK and Tokyo, Japan. The net loss for the year 2014 was $7.87 million versus a net loss of $10.1 million in 2013. As of Sept. 30, 2015, the Company had $22.13 million in total assets, $2.74 million in total liabilities and $19.38 million in total stockholders' equity. WAFERGEN BIO-SYSTEMS: Perkins Reports 7.6% Stake as of Oct. 16 -------------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, Perkins Capital Management, Inc. reported that as of Oct. 16, 2015, it beneficially owns 1,483,000 shares of common stock of Wafergen Bio-Systems, Inc. representing 7.6 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://goo.gl/vtlzP3 About WaferGen Bio-systems Fremont, California-based WaferGen Bio-systems, Inc., engages in the development of systems for gene expression quantification, genotyping and stem cell research. Since 2008, the Company's primary focus has been on the development, manufacture and marketing of its SmartChip System, a genetic analysis platform used for profiling and validating molecular biomarkers in the life sciences and pharmaceutical drug discovery industries. WaferGen Bio-systems reported a net loss of $10.7 million in 2014, a net loss of $16.3 million in 2013 and a net loss of $8.97 million in 2012. As of Sept. 30, 2015, the Company had $10.65 million in total assets, $7.66 million in total liabilities and $2.99 million in total stockholders' equity. WALTER ENERGY: Selling Remaining U.S. Assets to Seminole -------------------------------------------------------- Walter Energy, Inc., together with certain of its subsidiaries, on January 31, 2016, entered into an asset purchase agreement with Seminole Coal Resources, LLC, ERP Compliant COKE, LLC and ERP Environmental Fund, Inc., pursuant to which, among other things, the Buyers agreed to acquire substantially all of the Company's remaining U.S. assets after giving effect to its previously announced stalking horse asset purchase agreement, dated November 5, 2015 with Coal Acquisition LLC, in exchange for the assumption of the Assumed Liabilities by the Buyers. The Buyers are all related to ERP Compliant Fuels, LLC, an affiliate of Virginia Conservation Legacy Fund, Inc. The aggregate consideration for the purchase, sale, assignment and conveyance of the Acquired Assets consists of: -- $1.00 in cash; and -- the assumption by the Buyer of the Assumed Liabilities from the Sellers, including the assumption of the obligation to pay the applicable counterparties of the applicable Assumed Contracts the Cure Costs payable by the Buyer under Section 2.5 and assumption by Buyer of the Pardee Lease Liabilities from J.W. Walter, Inc. These Liabilities of the Sellers constitute the Assumed Liabilities: 1. all Liabilities under the Assumed Contracts; 2. the Current Liabilities; 3. all Cure Costs for Assumed Contracts; 4. Liabilities arising out of the operation of the Acquired Assets or the Business for periods following the Closing Date, including with respect to workers' compensation or Occupational health claims relating to any Buyer Employee arising out of an event that occurs on or after the Closing Date; 5. all Liabilities to the extent arising out of or relating to the Transferred Permits, including (i) all Liabilities for Reclamation and post-mining operation Liabilities; (ii) compliance with performance obligations or standards under the Transferred Permits and associated Legal Requirements; and (iii) obligations to replace and/or increase bonds or other financial assurance instruments associated with the Transferred Permits; 6. regulatory violations and obligations on or in relation to the Transferred Permits arising post-Closing; 7. all Liabilities to the extent arising out of or relating to: (x) (i) compliance with any Mining and Mine Safety Law, and any mine operating or safety compliance matters, related to the Acquired Assets or the acquired mining areas of the Business; (ii) the Acquired Assets' or the Business' compliance with Environmental Laws; and (iii) the remediation or corrective action required to resolve any environmental, safety or health conditions present at, under or migrating from the Acquired Assets, including any arising from or related to a Release resulting from the operation of the Acquired Assets, (y) excluding, in each of the preceding cases (x)(i)-(iii), any monetary fines and penalties imposed by any Governmental Authority for which Sellers or any of their Affiliates have received a written notice of violation or notice of claim (or other written notice of similar legal intent or meaning) on or prior to the Closing Date (whether or not disclosed on the Disclosure Schedules) (such excluded fines and penalties in subsection (y) collectively, the "Excluded Pre-Closing Fines"); 8. (1) Transfer Taxes and Secured Taxes and (2) all Taxes with respect to the Acquired Assets for any period (or portion thereof) beginning on or after the Closing Date (such Taxes set forth in clause (2), "Post-Closing Taxes"); 9. all Liabilities of Sellers as a result of any action taken by Sellers at Buyer's or its Affiliates' request pursuant to Sections 7.8(a)(iv), 7.8(a)(v) and 7.8(a)(vi) and Sections 7.8(b)(iv), 7.8(b)(v) and 7.8(b)(vi) of the Purchase Agreement; 10. all Liabilities of Sellers in respect of the Acquired Assets for Reclamation (and, if applicable, post-mining operation Liabilities); 11. any obligations owed to any Buyer Employee under Seller's key employee retention plan which are payable after the Closing Date in accordance with the terms thereof, as previously disclosed to Buyer in writing in an aggregate amount not to exceed $250,000; 12. any and all accrued and unpaid payroll by Sellers and/or their Affiliates in connection with the Acquired Assets or the Business for up to the maximum two-week period prior to the Closing; provided, however, that Sellers shall make such payroll payments with funding to be provided by Buyer at Closing; and 13. all Liabilities, including, but not limited to, all compliance obligations, remediation, and corrective action, relating to the RCRA SECTION 3008(h) Administrative Order on Consent, Docket No. RCRA-04- 2012-4255, with the United States Environmental Protection Agency, Region 4, involving the Walter Coke, Inc. facility located at 3500 35th Avenue North, Birmingham, AL 35207-2918. The Asset Purchase Agreement is subject to a number of closing conditions, including, among others, (i) the approval of the Bankruptcy Court in the Chapter 11 Cases, (ii) the accuracy of representations and warranties of the parties, and (iii) material compliance with the obligations set forth in the Asset Purchase Agreement. The transactions contemplated under Asset Purchase Agreement are required to close by February 29, 2016, subject to extension for up to 30 days under certain circumstances. The sale of the Subject Assets pursuant to the Asset Purchase Agreement is expected to be conducted under the provisions of Sections 363 and 365 of the Bankruptcy Code and will be subject to proposed bidding procedures and receipt of higher or otherwise better bids at the proposed auction for the Subject Assets. A copy of the Asset Purchase Agreement is available at http://1.usa.gov/1QFJYoD Virginia Conservation Legacy Fund, Inc. is a nonprofit organization seeking sustainable approaches and public awareness about natural resource use. VCLF controls over 30,000 acres of conservation land, including the Natural Bridge of Virginia. VCLF works closely with the coal industry to promote best management practices in land reclamation, reforestation, and water quality improvement. VCLF provides "environmental management services" to 459 coal mining and water quality permits in 5 states. VCLF affiliate ERP Compliant Fuels, LLC seeks to promote the sale of coal, and now coke, which is bundled with carbon credits from the reforestation of Appalachian lands to reduce the rate of growth in atmospheric carbon dioxide. With the Seminole purchase, ERP will operate one coke plant and four underground mines, including three longwalls, producing over 10 million tons of thermal and metallurgical coal annually. VCLF is supported by The Plains, Virginia based Green-Trees which has reforested over 100,000 acres (36 million trees) in the Mississippi Alluvial Delta generating over 12 million tons of carbon dioxide emission offsets. The Buyer may be reached at: Seminole Coal Resources, LLC ERP Compliant COKE, LLC ERP Environmental Fund, Inc. 15 Appledore Lane P.O. Box 87 Natural Bridge, VA 24578 Attn: Thomas M. Clarke - and - ERP Compliant Fuels LLC PO Box 305 Madison, WV 25130 Attn: Kenneth R, McCoy - and - ERP Compliant Fuels LLC c/o ENCECo, Inc. 3694 Seaford Drive Columbus, OH 43220 Attn: Charles A. Ebetino, Jr. Facsimile: (614) 459-5176 PJT Partners is serving as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Bradley Arant Boult Cummings LLP are serving as legal advisors to Walter Energy. Paul Weiss may be reached at: PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019-6064 Attn: Kelley A. Cornish, Esq. Facsimile: 212-757-3990 - and - PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019-6064 Attn: Ariel J. Deckelbaum, Esq. Toby S. Myerson, Esq. Facsimile: 212-757-3990 About Walter Energy Walter Energy -- http://www.walterenergy.com/-- is a publicly traded "pure-play" metallurgical coal producer for the global steel industry with strategic access to steel producers in Europe, Asia and South America. The Company also produces thermal coal, anthracite, metallurgical coke and coal bed methane gas. Walter Energy employs approximately 2,700 employees, with operations in the United States, Canada and the United Kingdom. For the year ended Dec. 31, 2014, the Company reported a net loss of $471 million following a net loss of $359 million in 2013. Walter Energy, Inc., and its affiliates sought Chapter 11 protection (Bankr. N.D. Ala. Lead Case No. 15-02741) in Birmingham, Alabama on July 15, 2015, after signing a restructuring support agreement with first-lien lenders. Walter Energy disclosed total assets of $5.2 billion and total debt of $5 billion as of March 31, 2015. The Debtors tapped Paul, Weiss, Rifkind, Wharton & Garrison as counsel; Bradley Arant Boult Cummings LLP, as co-counsel; Ogletree Deakins LLP, as labor and employment counsel; Maynard, Cooper & Gale, P.C., as special counsel; Blackstone Advisory Services, L.P., as investment banker; AlixPartners, LLP, as financial advisor, and Kurtzman Carson Consultants LLC, as claims and noticing agent. The Bankruptcy Administrator for the Northern District of Alabama appointed an Official Committee of Unsecured Creditors and an Official Committee of Retirees. The Creditors Committee tapped Morrison & Foerster LLP and Christian & Small LLP as attorneys. The Retiree Committee retained Adams & Reese LLP and Jenner & Block LLP as attorneys. The informal group of certain unaffiliated First Lien Lenders and First Lien Noteholders (the "Steering Committee") retained Akin, Gump, Strauss, Hauer and Feld LLP as legal advisor, and Lazard Freres & Co. LLC as financial advisor. WAVE SYSTEMS: Chapter 7 Filing Constitutes Default -------------------------------------------------- Wave Systems Corp. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the filing of its Chapter 7 Case will constitute an event of default under the terms of the Receivables Purchase Agreement by and between the Company and Marble Bridge Funding Group, Inc., as supplemented by an Addendum to the Purchase Agreement by and between Wave and MBFG and by a separate Validity Guaranty delivered in connection therewith. As of Feb. 1, 2016, less than $100,000 of advances and obligations remain outstanding under the Facility. Obligations of the Company under the Facility will become immediately due and payable as a result of the filing of the Chapter 7 Case and penalties under the Facility will accrue. In addition, pursuant to the Facility, MBFG will have the right to convert receivables which are held as security by MBFG from security to the outright legal and equitable property of MBFG, and MBFG will have no obligation to remit collections from any receivables that it may possess. About Wave Systems Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) -- http://www.wave.com/-- develops, produces and markets products for hardware-based digital security, including security applications and services that are complementary to and work with the specifications of the Trusted Computing Group, an industry standards organization comprised of computer and device manufacturers, software vendors and other computing products manufacturers. Wave Systems filed a Chapter 7 bankruptcy petition (Bankr. D. Del) on Feb. 1, 2016. As a result of the filing of the Chapter 7 Case, a Chapter 7 trustee will be appointed by the Bankruptcy Court and will assume control of the Company. The assets of the Company will be liquidated in accordance with the Code. WEST CORP: Reports Fourth Quarter and Full Year 2015 Results ------------------------------------------------------------ West Corporation reported net income of $62.3 million on $568 million of revenue for the three months ended Dec. 31, 2015, compared to net income of $48.3 million on $563 million of revenue for the same period in 2014. For the year ended Dec. 31, 2015, the Company reported net income of $242 million on $2.28 billion of revenue compared to net income of $158 million on $2.21 billion of revenue for the year ended Dec. 31, 2014. As of Dec. 31, 2015, the Company had $3.61 billion in total assets, $4.16 billion in total liabilities and a total stockholders' deficit of $552 million. "2015 was an important year for West Corporation. We had strong cash flow generation and continued refining our portfolio of services. We divested several agent-based services businesses, made three acquisitions, refinanced our term loan, paid down debt and repurchased two million shares of stock. We believe these actions will enhance the growth of the Company going forward," said Tom Barker, chairman and chief executive officer. "The adjusted organic growth5 in our core business was 4.1 percent in the fourth quarter of 2015 and 3.3 percent for the year. With the expected growth in our non-conferencing businesses, we believe we will finish 2016 in a stronger growth position. As we move through the year, we will continue to focus on capital generation and deployment. In addition, in an effort to provide investors with enhanced visibility into how our underlying businesses are performing, we will now report results in four segments," Mr. Barker continued. At Dec. 31, 2015, West Corporation had cash and cash equivalents totaling $182.3 million and working capital of $243.1 million. Interest expense was $38.4 million during the three months ended Dec. 31, 2015, compared to $42.9 million during the comparable period the prior year. Interest expense was $154.3 million in 2015 compared to $188.1 million in 2014. "We ended 2015 in a strong financial position, with more than $180 million of cash on our balance sheet and no funded debt maturities until mid-2018. During the year we generated more than $400 million of cash from operations and reduced our debt by nearly $260 million while lowering our interest expense by nearly $34 million," said Jan Madsen, chief financial officer. A copy of the press release is available for free at: http://goo.gl/EplG3A About West Corporation Omaha, Neb.-based West Corporation is a global provider of communication and network infrastructure solutions. West helps manage or support essential enterprise communications with services that include conferencing and collaboration, public safety services, IP communications, interactive services such as automated notifications, large-scale agent services and telecom services. West Corp reported net income of $158 million in 2014 following net income of $143 million in 2013. As of Sept. 30, 2015, the Company had $3.55 billion in total assets, $4.15 billion in total liabilities and a $596 million stockholders' deficit. Bankruptcy Warning "If we cannot make scheduled payments on our debt, we will be in default, and as a result: * our debt holders could declare all outstanding principal and interest to be due and payable; * the lenders under our Senior Secured Credit Facilities could terminate their commitments to lend us money and foreclose against the assets securing our borrowings; and * we could be forced into bankruptcy or liquidation," the Company states in the quarterly report for the period ended Sept. 30 ,2015. * * * As reported by the TCR on June 21, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on West Corp. to 'BB-' from 'B+'. The upgrade reflects Standard & Poor's view that lower debt leverage and a less aggressive financial policy will strengthen the company's financial profile. In the April 4, 2013, edition of the TCR, Moody's Investor Service upgraded West Corporation's Corporate Family Rating to 'B1' from 'B2'. "The CFR upgrade to B1 reflects West's shift to a more conservative capital structure and financial policies as a publicly owned company," stated Moody's analyst Suzanne Wingo. WESTMORELAND COAL: Closes San Juan Mine Acquisition & Financing --------------------------------------------------------------- Westmoreland Coal Company announced the completion of its acquisition of the San Juan Mine in Farmington, New Mexico by its subsidiary Westmoreland San Juan, LLC for a purchase price of approximately $127 million, subject to post-closing adjustments. Westmoreland's management will hold a call on February 4th to discuss the acquisition and to provide a general business update and guidance for 2016. Westmoreland San Juan assumed operations at the mine on Feb. 1, 2016. The acquisition of the San Juan Mine, which is adjacent to a power plant, augments Westmoreland's suite of mine mouth mining operations and provides additional coal resources of 148 million tons. Concurrent with the mine acquisition, Westmoreland entered into a long-term coal supply agreement with the owners of the adjacent San Juan Generating Station, requiring SJGS to purchase 100% of its coal from the San Juan Mine, with tonnage and pricing adjusting quarterly through 2022. "The addition of the San Juan Mine further enhances our mine mouth business model, which has been fundamental in providing strong cash generation," said Kevin Paprzycki, Westmoreland's chief executive officer. "We look forward to building upon the solid partnership with the SJGS team in the years to come." To finance a portion of the transaction, WSJ entered into a $125 million structured loan with a subsidiary of PNM Resources, Inc. The loan is a $125 million Senior Secured Non-Revolving Term Loan maturing Feb. 1, 2021, and bears initial interest at a 7.25% rate plus LIBOR, which escalates over time. There are no prepayment penalties and the loan is structured such that greater than half the balance is due to be repaid in the first two years. "We believe the San Juan transaction is an overwhelming success for Westmoreland, PNM Resources, and PNM's customers," said Mr. Paprzycki. BMO Capital served as capital markets advisor for the transaction. About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland Coal Company reported a net loss applicable to common shareholders of $173 million in 2014, a net loss applicable to common shareholders of $6.05 million in 2013 and a net loss applicable to common shareholders of $8.58 million in 2012. As of Sept. 30, 2015, the Company had $1.72 billion in total assets, $2.21 billion in total liabilities and a $489 million total deficit. * * * As reported by the TCR on Nov. 20, 2014, Standard & Poor's Rating Services raised its corporate credit rating on Westmoreland Coal Co. one-notch to 'B' from 'B-'. "The stable outlook is supported by Westmoreland's committed sales position over the next year, which should result in stable cash flows," said Standard & Poor's credit analyst Chiza Vitta. Moody's upgraded the corporate family rating (CFR) of Westmoreland Coal Company to 'B3' from 'Caa1', and assigned 'Caa1' rating to the company's proposed new $300 million First Lien Term Loan, the TCR reported on Nov. 20, 2014. The upgrade of the CFR reflects the company's successful integration of the Canadian mines acquired in April 2014, and Moody's expectation that the company's Debt/ EBITDA will track at around 5x in 2015 and 2016 and that the company will be break-even to modestly free cash flow positive over the same time period. WHISKEY ONE: Court Denies Polm Bid for Ch. 11 Trustee ----------------------------------------------------- Judge David E. Rice of the U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, denied the motion filed by Richard E. Polm and Polm Development Limited Partnership ("Polm"), asking for the appointment of a Chapter 11 Trustee. FAIRMD, LLC joined the Motion filed by Polm, while debtor Whiskey One Eight, LLC and Theresa Polm objected to the Motion. The Debtor related that none of the grounds offered in support of the Trustee Motion established cause to appoint an chapter 11 trustee. The Debtor further related that Polm or their counsel have the equitable standing to seek the relief they are requesting in their Trustee Motion. The Debtors told the Court that any analysis of the Trustee Motion must be considered in light of Mr. Polm's consistent efforts in the case to implement his focused and tortious plan since the Oct. 9, 2013 appointment of Andrew Zois as the Debtor's manager to remove Mr. Zois from that position. The Debtors further told the Court that the Trustee Motion is but the latest of Mr. Polm's many attempts over the past 25 months. Theresa Polm related that she voted for Mr. Zois as the manager of the Debtor, in her capacity as a member of the Debtor, replacing Mr. Polm as manager. She further related that she remains convinced that installing Mr. Zois as the Debtor's manager was in the best interests of the Debtor, its creditors and its equity interest holders. Ms. Polm asserted that she remains equally convinced that both before and after Mr. Polm was removed as the Debtor's former manager, he engaged in an ongoing scheme of misappropriation of assets, breaches of fiduciary duty and outright deceit, which scheme was conducted solely for personal gain and at the expense of the Debtor's creditors and its other equity security holders. Ms. Polm further asserted that the Trustee Motion is but another attempt by Mr. Polm to thwart Mr. Zois' efforts to uncover this scheme and to repair the damage that it has done to the Debtor and its estate. Whiskey One Eight is represented by: Lawrence J. Yumkas, Esq. Corinne E. Donohue, Esq. YUMKAS, VIDMAR,SWEENEY & MULRENIN,LLC 10211 Wincopin Circle, Suite 500 Columbia, MD 21044 Telephone: (443)569-0758 E-mail: lyumkas@yvslaw.com Theresa Polm is represented by: Lawrence A. Katz, Esq. LEACH TRAVELL PC 8270 Greensboro Drive, Suite 700 Tysons Corner, Virginia 22102 Telephone: (703)584-8362 Facsimile: (703)584-8901 E-mail: lkatz@ltblaw.com FAIRMD, LLC, is represented by: Lisa Bittle Tancredi, Esq. Michael D. Nord, Esq. Keith M. Lusby, Esq. GEBHARDT & SMITH LLP One South Street, Suite 2200 Baltimore, Maryland 21202 Telephone: (410)385-5048 Facsimile: (443)957-1920 E-mail: mnord@gebsmith.com ltancredi@gebsmith.com klusby@gebsmith.com About Whiskey One Eight Whiskey One Eight, LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 15-19885) on July 15, 2015. Andrew Zois signed the petition as managing member. The Debtor disclosed total assets of $18,008,600 and total liabilities of $5,100,057 as of the Chapter 11 filing. Lawrence Joseph Yumkas, Esq., at Yumkas, Vedmar & Sweeney, LLC as the Debtor's counsel. Judge David E. Rice presides over the case. ZLOOP INC: Has Until March 6, 2016 to Decide on Unexpired Leases ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware extended until March 6, 2015, Zloop, Inc., et al.'s time to assume or reject unexpired leases of non-residential real property under Section 365(d)(4) of the Bankruptcy Code. As reported by the Troubled Company Reporter on Dec. 21, 2015, the Debtors operate a proprietary, state of the art, 100% landfill free eWaste recycling company and have many creditors, vendors, suppliers, and contract counterparties. Moreover, the Debtors have several matters in which they are currently engaged in litigation. During the time since the Commencement of these cases, significant progress has been made in the Debtors' efforts to maximize value for their constituencies, including through reaching of a standstill agreement between the Debtors, the Committee and Mr. Mosing that will permit the Debtors to focus on developing a viable exit strategy and plan of reorganization. Contemporaneously, the Debtors are seeking an extension of the exclusive period in which to file and solicit a plan. Accordingly, the Debtors asserted that extending the date through and including March 6, 2016, is necessary and appropriate to ensure that the Debtors are able to assume and assign any applicable Real Property Leases in connection with any plan of reorganization or other asset disposition strategy. About ZLOOP, Inc. ZLOOP, Inc., and two affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 15-11660) on Aug. 9, 2015. ZLOOP operates a proprietary, state of the art, 100% landfill free eWaste recycling company headquartered in Hickory, North Carolina. The Debtors tapped DLA Piper LLP as counsel. As of the Petition Date, the Debtors' unaudited consolidated balance sheet reflect total assets of approximately $25 million, including the land and improvements, but excluding certain commodity inventories that are the output of eWaste recycling, and total liabilities of approximately $32 million. On Sept. 2, 2015, the U.S. trustee overseeing the Debtors' Chapter 11 cases appointed Recycling Equipment Inc., E Recycling Systems LLC and Carolina Metals Group to serve on the official committee of unsecured creditors. The committee is represented by Cole Schotz P.C. [*] U.S. Chamber Issues Statement on Senate Judiciary FACT Hearing ------------------------------------------------------------------ Lisa A. Rickard, president of the U.S. Chamber Institute for Legal Reform (ILR), made the following statement on Feb. 3 about the U.S. Senate Judiciary Committee holding a hearing on the need for bringing transparency to asbestos bankruptcy trusts: "Earlier this year, the U.S. House of Representatives passed legislation to bring transparency to asbestos bankruptcy trusts, and we commend the Senate Judiciary Committee for exercising its oversight authority. "The Furthering Asbestos Claim Transparency (FACT) Act (Section 3 of H.R. 1927) will reduce 'double dip' claims against asbestos bankruptcy trusts and in the tort system, by requiring the trusts to report quarterly on who files claims, while protecting individuals' personal information just the same as the courts do. The bill also will help guarantee that asbestos trust funds are not drained by trial lawyer fraud. "Currently, the trust's lack of transparency and accountability has led to rampant and systemic abuse in the filing of claims that threatens their ability to meet the needs of future asbestos claimants. The FACT Act will ensure that real asbestos victims get the money they deserve, now and in the future." ILR seeks to promote civil justice reform through legislative, political, judicial, and educational activities at the national, state, and local levels. The U.S. Chamber of Commerce -- http://www.uschamber.com-- is the world's largest business federation representing the interests of more than 3 million businesses of all sizes, sectors, and regions, as well as state and local chambers and industry associations. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Gary Houston Shuler Bankr. N.D. Fla. Case No. 16-50018 Chapter 11 Petition filed January 22, 2016 In re Bath Crest of Florida LLC Bankr. S.D. Fla. Case No. 16-10977 Chapter 11 Petition filed January 22, 2016 See http://bankrupt.com/misc/flsb16-10977.pdf represented by: Robert J Edwards, Esq. BEHAR, GUTT & GLAZER, P.A. E-mail: redwards@bgglaw.com In re Life Christian Academy LLC Bankr. N.D. Ga. Case No. 16-51212 Chapter 11 Petition filed January 22, 2016 Filed Pro Se In re Ramon Antonia Cala Bankr. D. Md. Case No. 16-10737 Chapter 11 Petition filed January 22, 2016 In re John Charles Giacometto Bankr. D. Mont. Case No. 16-60032 Chapter 11 Petition filed January 22, 2016 In re Hilda Moffett Bankr. E.D.N.Y. Case No. 16-40271 Chapter 11 Petition filed January 22, 2016 In re Double D & M Enterprises, Inc. Bankr. N.D.N.Y. Case No. 16-10076 Chapter 11 Petition filed January 22, 2016 See http://bankrupt.com/misc/nynb16-10076.pdf represented by: Michael J. Toomey, Esq. THE TOOMEY LAW FIRM, PLLC E-mail: michaeljtoomeyesq@nycap.rr.com In re NYC East Management Corp. Bankr. S.D.N.Y. Case No. 16-10159 Chapter 11 Petition filed January 22, 2016 See http://bankrupt.com/misc/nysb16-10159.pdf represented by: Gabriel Del Virginia, Esq. LAW OFFICES OF GABRIEL DEL VIRGINIA E-mail: gabriel.delvirginia@verizon.net In re Caribbean Creamery Inc. Bankr. D.P.R. Case No. 16-00367 Chapter 11 Petition filed January 22, 2016 See http://bankrupt.com/misc/prb16-00367.pdf represented by: Jose M Prieto Carballo, Esq. JPC Law Office E-mail: jmprietolaw@gmail.com In re Arr Medical Group, PSC Bankr. D.P.R. Case No. 16-00400 Chapter 11 Petition filed January 22, 2016 See http://bankrupt.com/misc/prb16-00400.pdf represented by: Mary Ann Gandia Fabian, Esq. GANDIA-FABIAN LAW OFFICE E-mail: gandialaw@gmail.com In re Ariel Rosado Rosa Bankr. D.P.R. Case No. 16-00402 Chapter 11 Petition filed January 22, 2016 In re Israel Herrera and Elba S. Ruano Bankr. D.R.I. Case No. 16-10121 Chapter 11 Petition filed January 22, 2016 In re Howard Douglas Woodford Bankr. N.D. Ala. Case No. 16-80199 Chapter 11 Petition filed January 25, 2016 In re Lexmar, Ltd. Bankr. C.D. Cal. Case No. 16-10127 Chapter 11 Petition filed January 25, 2016 See http://bankrupt.com/misc/cacb16-10127.pdf represented by: Linda S Blonsley, Esq. BLONSLEY LAW E-mail: blonsleylawecf@gmail.com In re Teodoro Abaya Unarce and Aida M Unarce Bankr. N.D. Cal. Case No. 16-50198 Chapter 11 Petition filed January 25, 2016 represented by: Charles B. Greene, Esq. LAW OFFICES OF CHARLES B. GREENE E-mail: cbgattyecf@aol.com In re Bowhunt America, LLC Bankr. D. Colo. Case No. 16-10549 Chapter 11 Petition filed January 25, 2016 See http://bankrupt.com/misc/cob16-10549.pdf represented by: Steven T. Mulligan, Esq. JACKSON KELLY PLLC E-mail: smulligan@jacksonkelly.com In re Gopal Realty, LLC Bankr. D. Conn. Case No. 16-30102 Chapter 11 Petition filed January 25, 2016 See http://bankrupt.com/misc/ctb16-30102.pdf represented by: Peter L. Ressler, Esq. GROOB RESSLER & MULQUEEN E-mail: ressmul@yahoo.com In re Dean Alexander Holmes and Carolyn Jean Holmes Bankr. D. Idaho Case No. 16-40048 Chapter 11 Petition filed January 25, 2016 In re Binita & Sapna Corp. Bankr. N.D. Ill. Case No. 16-02143 Chapter 11 Petition filed January 25, 2016 See http://bankrupt.com/misc/ilnb16-02143.pdf represented by: Timothy C. Culbertson, Esq. LAW OFFICES OF TIMOTHY C. CULBERTSON E-mail: tcculb@yahoo.com In re 1511 North Ave. Corp. Bankr. N.D. Ill. Case No. 16-02146 Chapter 11 Petition filed January 25, 2016 See http://bankrupt.com/misc/ilnb16-02146.pdf represented by: Timothy C. Culbertson, Esq. LAW OFFICES OF TIMOTHY C. CULBERTSON E-mail: tcculb@yahoo.com In re Creative Vistas, Inc. Bankr. N.D. Ill. Case No. 16-02184 Chapter 11 Petition filed January 25, 2016 See http://bankrupt.com/misc/ilnb16-02184.pdf represented by: David P Lloyd, Esq. DAVID P. LLOYD, LTD. E-mail: courtdocs@davidlloydlaw.com In re William Howard Ernst Bankr. W.D. La. Case No. 16-20053 Chapter 11 Petition filed January 25, 2016 In re Toporek Family LP Bankr. E.D.N.Y. Case No. 16-70282 Chapter 11 Petition filed January 25, 2016 Filed Pro SE In re Edgemere Inc Bankr. E.D.N.Y. Case No. 16-70285 Chapter 11 Petition filed January 25, 2016 Filed Pro Se In re Mott Ave Real Estate Holdings Ltd. Bankr. E.D.N.Y. Case No. 16-70294 Chapter 11 Petition filed January 25, 2016 Filed Pro Se In re Roslyn Sefardic Center Corp. Bankr. E.D.N.Y. Case No. 16-70299 Chapter 11 Petition filed January 25, 2016 See http://bankrupt.com/misc/nyeb16-70299.pdf represented by: Arnold Mitchell Greene, Esq. ROBINSON BROG LEINWAND GREENE ET AL E-mail: amg@robinsonbrog.com In re Cellular Gallery Tech Center Corp. Bankr. D.P.R. Case No. 16-00467 Chapter 11 Petition filed January 25, 2016 See http://bankrupt.com/misc/prb16-00467.pdf represented by: Hector Eduardo Pedrosa-Luna, Esq. THE LAW OFFICES OF HECTOR EDUARDO PEDROSA LUNA E-mail: hectorpedrosa@gmail.com In re Ruthanne Lynn Drew Bankr. M.D. Tenn. Case No. 16-00436 Chapter 11 Petition filed January 25, 2016 In re Peter Dat Kham Ha Bankr. N.D. Cal. Case No. 16-30078 Chapter 11 Petition filed January 26, 2016 represented by: Nancy Weng, Esq. TRINH LAW E-mail: nweng@trinhlawfirm.com In re Yvonne Blanche Enea Bankr. N.D. Cal. Case No. 16-40196 Chapter 11 Petition filed January 26, 2016 represented by: Ruth Elin Auerbach, Esq. LAW OFFICES OF RUTH ELIN AUERBACH E-mail: attorneyruth@sbcglobal.net In re Northwest Bars Inc. Bankr. D. Colo. Case No. 16-10633 Chapter 11 Petition filed January 26, 2016 See http://bankrupt.com/misc/cob16-10633.pdf represented by: David M. Serafin, Esq. LAW OFFICE OF DAVID SERAFIN E-mail: david@davidserafinlaw.com In re Kuzina Hospitality, Inc Bankr. D.N.J. Case No. 16-11307 Chapter 11 Petition filed January 26, 2016 See http://bankrupt.com/misc/njb16-11307.pdf represented by: Dino S. Mantzas, Esq. LAW OFFICE OF DINO S. MANTZAS E-mail: dmantzas@aol.com In re Donald T Voss Bankr. S.D. Ohio Case No. 16-50424 Chapter 11 Petition filed January 26, 2016 In re McDain Golf Center of Monroeville, LP Bankr. W.D. Penn. Case No. 16-20229 Chapter 11 Petition filed January 26, 2016 See http://bankrupt.com/misc/pawb16-20229.pdf represented by: Donald R. Calaiaro, Esq. CALAIARO VALENCIK E-mail: dcalaiaro@c-vlaw.com In re UTSA Apartments 1, LLC Bankr. W.D. Tex. Case No. 16-50186 Chapter 11 Petition filed January 26, 2016 See http://bankrupt.com/misc/txwb16-50186.pdf represented by: Allen M. DeBard, Esq. LANGLEY & BANACK, INC E-mail: adebard@langleybanack.com In re Sylvia Butler Bankr. C.D. Cal. Case No. 16-10149 Chapter 11 Petition filed January 27, 2016 represented by: Eric Bensamochan, Esq. E-mail: eric@eblawfirm.us In re Irina Zagorskaya Bankr. M.D. Fla. Case No. 16-00272 Chapter 11 Petition filed January 27, 2016 In re Casanova D Lamon Bankr. N.D. Ill. Case No. 16-02421 Chapter 11 Petition filed January 27, 2016 In re Albany LLC Bankr. N.D. Ill. Case No. 16-02426 Chapter 11 Petition filed January 27, 2016 See http://bankrupt.com/misc/ilnb16-02426.pdf represented by: O Allan Fridman, Esq. LAW OFFICE OF O. ALLAN FRIDMAN E-mail: allanfridman@gmail.com In re Phoenix Growth Fund, LLC Bankr. N.D. Ind. Case No. 16-30102 Chapter 11 Petition filed January 27, 2016 See http://bankrupt.com/misc/innb16-30102.pdf represented by: Donald E. Wertheimer, Esq. E-mail: dwertheimer@sbcglobal.net In re Praveen K Andapally Bankr. D.N.J. Case No. 16-11369 Chapter 11 Petition filed January 27, 2016 In re Lott 204 Corp Bankr. E.D.N.Y. Case No. 16-40320 Chapter 11 Petition filed January 27, 2016 Filed Pro Se In re Pierre Lionel Lespinasse Bankr. S.D.N.Y. Case No. 16-10180 Chapter 11 Petition filed January 27, 2016 In re Stanley Joseph Caterbone Bankr. E.D. Penn. Case No. 16-10517 Chapter 11 Petition filed January 27, 2016 In re Glenns, Inc. Bankr. M.D. Penn. Case No. 16-00302 Chapter 11 Petition filed January 27, 2016 See http://bankrupt.com/misc/pamb16-00302.pdf represented by: Henry W Van Eck, Esq. METTE, EVANS, & WOODSIDE E-mail: hwvaneck@mette.com In re Wayside Productions Inc. Bankr. W.D. Tex. Case No. 16-50198 Chapter 11 Petition filed January 27, 2016 See http://bankrupt.com/misc/txwb16-50198.pdf represented by: Morris E. "Trey" White III, Esq. VILLA & WHITE LLP E-mail: treywhite@villawhite.com ********* 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. ********* 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 2016. 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 ***