/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/160209.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, February 9, 2016, Vol. 20, No. 40 Headlines 33 PECK SLIP: Completes Sale of New York Property to Howard Hughes 33 PECK SLIP: Liquidating Plan Declared Effective ACCUTHERM INC: Court Affirms Summary Judgment Under Spill Act ACQUISITIONS COGECO II: S&P Affirms 'BB-' CCR, Outlook Stable AGFC CAPITAL: Fitch Cuts Preferred Securities Ratings to 'CC/RR6' ALLIED NEVADA: Court OKs Ashby & Geddes's $207K Fees, Expenses AMERICAN APPAREL: Exits Chapter 11 Reorganization AMERICAN NATURAL: Court Allows $360K Additional Secured Financing ARCH COAL: Citizen Suit Against Mingo Logan Mine Stayed ASSOCIATED WHOLESALERS: Debtor Needs Until March 9 to File Plan BERNARD L. MADOFF: Picard to Explain Opposition to Declaration BERNARD L. MADOFF: PwC Wants Trustee Protest to $55M Deal Barred BOOMERANG SYSTEMS: Files Liquidating Trust Agreement BROADCOM CORP: Moody's Lowers Sr. Unsecured Rating to Ba2 CCNG ENERGY: Guggenheim-Led Auction for Feb. 23 Set CCNG ENERGY: Michael Epstein Okayed as Chief Restructuring Officer CEC ENTERTAINMENT: Moody's Lowers CFR to B3, Outlook Stable CERES INC: Admits Going Concern Doubt, Expects Further Losses CHURCH STREET: Tenant Allowed to Amend Suit vs. Landlord CN RESOURCES: Posts Net Loss, Raises Going Concern Doubt COTY INC: $500MM Share Buyback No Impact on Moody's 'Ba1' CFR COX INVESTMENTS II: Case Summary & 3 Top Unsecured Creditors CRYOPORT INC: Effects Mandatory Exchange of Preferred Shares CUSTOM SOFTWARE: Case Summary & 20 Largest Unsecured Creditors D.J. CHRISTIE: Court Affirms Approval of Deal with Meyer, Pratt DRUG STORES II: Case Summary & 20 Largest Unsecured Creditors EXTREME PLASTICS: Feb. 10 Meeting Set to Form Creditors' Panel FELD LIMITED: Files for Chapter 11 Bankruptcy Protection FIDELITY & GUARANTY: S&P Keeps 'BB-' Rating on Watch Developing FOUNTAINS OF BOYNTON: Case Summary & 17 Top Unsecured Creditors FREEDOM INDUSTRIES: Fined $900K Over Chemical Spill FRESH & EASY: Seeks May 27 Extension of Plan Filing Period FRONTIER COMMUNICATIONS: Fitch Affirms 'BB' Issuer Default Rating GENWORTH HOLDINGS: Moody's Lowers Sr. Unsecured Debt Rating to Ba3 GLOBAL ENERGY: Case Summary & 20 Largest Unsecured Creditors GOLDEN MARINA: Case Summary & 20 Largest Unsecured Creditors HANCOCK FABRICS: Feb. 10 Meeting Set to Form Creditors' Panel HASKELL PROPERTIES: Tells Court Buyout Conferred Cleanup Coverage HENRY LONDON ANDERSON: Law Firm Loses Ch. 11 Fees Due to Tax Lien HII TECHNOLOGIES: Creditors Seek to End Apache's Plan Exclusivity HORSEHEAD HOLDING: Feb. 16 Meeting Set to Form Creditors' Panel HOUGHTON MIFFLIN: Moody's Lowers Company Family Rating to B2 IASIS HEALTHCARE: Moody's Affirms B2 CFR, Outlook Stable JAMES RIVER: Plan Confirmation Hearing Set for March 10 JCBG INCORPORATED: Closes, Sale of Liquor License & Property OK'd JOSEPH DETWEILER: Wins Partial Summary Judgment in Sequatchie Suit KALOBIOS PHARMACEUTICALS: U.S. Trustee Wants Trustee or Chapter 7 KUZINA BY SOFIA: Files for Chapter 11 Bankruptcy Protection LEHMAN BROTHERS: Pulled $380M Out of Anglo Irish Prior to Ch. 11 LIQUID HOLDINGS: Feb. 11 Meeting Set to Form Creditors' Panel LOGISTIC ENTERPRISES: Voluntary Chapter 11 Case Summary MALIBU LIGHTING: Seeks June 4 Extension of Plan Filing Period MEDRISK LLC: Moody's Assigns B2 CFR & Rates Credit Facilities Ba3 METROPOLITAN AUTOMOTIVE: Asks for March 4, 2016 Bid Deadline METROPOLITAN BAPTIST: Voluntary Chapter 11 Case Summary MID-STATES SUPPLY: Case Summary & 20 Top Unsecured Creditors MISSISSIPPI REGIONAL CANCER: Case Summary & Top Unsecured Creditor MOLYCORP: Oaktree Objects to Mediation Privilege Order Stay Motion MOTORS LIQUIDATION: Drivers Want Rulings on Protection Reversed NATIONAL UNION: Court Affirms $10MM Coverage for Previti Parties NESCO LLC: S&P Lowers CCR to 'CCC' on Weak Liquidity NEW GULF RESOURCES: Backstop & Plan Support Agreements Revised NORANDA ALUMINUM: Case Summary & 30 Largest Unsecured Creditors NORANDA ALUMINUM: Files for Chapter 11 Amid Aluminum Price Drop NORANDA ALUMINUM: In Ch. 11 to Stabilize Upstream Operations NORANDA ALUMINUM: Proposes Procedures to Protect NOLs NORANDA ALUMINUM: Seeking Joint Administration of Cases NORANDA ALUMINUM: Wants 45-Day Extension to File Schedules NORTEL NETWORKS: Overseas Units Can't Escape US Software Suit OUTER HARBOR: Feb. 11 Meeting Set to Form Creditors' Panel PARAGON OFFSHORE: Lenders May Blame Parent If Oil Driller Fails PEEK AREN'T YOU: Case Summary & 20 Largest Unsecured Creditors PHILLIPS INVESTMENTS: Wins Nod to Tap Real Cap as Expert Witness PICO HOLDINGS: Activist Blog Values UCP Unit at $12 Per Share PIERCE ELEVATOR: Voluntary Chapter 11 Case Summary PROMPT RESTORATION: Case Summary & 17 Largest Unsecured Creditors PYKKONEN CAPITAL: Case Summary & 19 Largest Unsecured Creditors QUICKSILVER RESOURCES: Needs Until June 15 to File Plan RADIOSHACK CORP: Fends Off Class Action Claims RCS CAPITAL: Feb. 11 Meeting Set to Form Creditors' Panel RELATIVITY MEDIA: Judge Confirms Bankruptcy-Exit Plan RELATIVITY MEDIA: Manchester Parties, 2 Others to Accept Plan RELATIVITY MEDIA: Moses & Singer Submits Verified Statement RELATIVITY MEDIA: Panel's Settlement with Manchester Okayed RELATIVITY MEDIA: Touts Kevin Spacey Partnership in Ch. 11 Push RYCKMAN CREEK: Feb. 12 Meeting Set to Form Creditors' Panel SABINE OIL: Creditors Gird for Fight Over Merger SAMSON RESOURCES: Committee Seeks to Hire Holland for Land Services SAMSON RESOURCES: Seeks to Retain Quinn as Conflicts Counsel SAN BERNARDINO, CA: Bondholders Resume Talks SAPPHIRE DEVELOPMENT: Ch. 11 a "Tactical Litigation Maneuver" SEAPORT AIRLINES: Case Summary & 20 Largest Unsecured Creditors SFX ENTERTAINMENT: Feb. 12 Meeting Set to Form Creditors' Panel SPORTS AUTHORITY: Said to Take Steps Toward Chapter 11 SPYGLASS RESOURCES: Oil Assets for Sale; Bids Due March 10 SWIFT ENERGY: Creditors Have Until March 4, 2016 to File Claims SYCAMORE INVESTMENT: Case Summary & 20 Top Unsecured Creditors TAYLOR-WHARTON INT'L: Court Approves Joint Administration of Cases TERVITA CORP: Considers Asset Sales, Restructuring TRANSCOASTAL CORP: Plan Declared Effective Jan. 28; Bar Dates Set VARIANT HOLDING: H14 Debtors Can Use Cash Collateral in Interim VARIANT HOLDING: Seeks Approval of $190-Mil. Sale to Beach Point VAUGHAN COMPANY: Court Issues Amended Opinion Denying Confirmation VERSO CORP: 341 Meeting of Creditors Set for March 7 VERSO CORP: U.S. Trustee Forms 7-Member Creditors' Committee VISION SOLUTIONS: S&P Lowers CCR to 'B-', on CreditWatch Negative WALTER ENERGY: Asset Sale Garners Conditional Court Approval WASHINGTON TRANSIT: Hires Jones Day as Adviser WATTENBERG OIL: Creditors Want Interim, Permanent Trustee WORLD IMPORTS: Suppliers' Claims Not Entitled to Admin. Priority YAMANA GOLD: S&P Alters Outlook to Negative on Lower Metal Prices ZOHAR CDO 2003-1: Lynn Tilton Steps Down from $2.5-Bil. CLO Funds [*] The Deal Unveils Results of Q4 2015 Bankruptcy League Tables [^] Large Companies with Insolvent Balance Sheet ********* 33 PECK SLIP: Completes Sale of New York Property to Howard Hughes ------------------------------------------------------------------ 33 Peck Slip Acquisition LLC, et al., notified the U.S. Bankruptcy Court for the Southern District of New York of the closing of sale of real property assets located at 33 Peck Slip, New York City, to The Howard Hughes Corporation. The sale of property for $38,300,000 closed on Jan. 29, 2016, pursuant to the (a) the Debtors' First Amended Joint Liquidating Plan dated Dec. 2, 2015; (b) order confirming the Debtors' First Amended Liquidating Plan; and (c) purchase and sale agreement dated as of Nov. 24, 2015, by and between the Debtor and Howard Hughes, the purchaser. As reported by the Troubled Company Reporter on Dec. 31, 2015, the Debtor has sold its hotel in Manhattan to Howard Hughes Corp. Howard Hughes made a $38.3 million offer for the Best Western Seaport Hotel located at 33 Peck Slip, New York. Its offer was declared as the winning bid at a bankruptcy auction held earlier this month. Morning View Hotels New York Seaport LLC, which offered $37.3 million for the property in September, had earlier opposed Howard Hughes' $38.3 million bid. In its objection, Morning View Hotels said the company made an offer after the deadline for submitting bids in violation of the court-approved bidding process. Morning View Hotels also argued that creditors will not benefit from the deal. The objection was overruled by U.S. Bankruptcy Judge James Garrity Jr. earlier this month. In connection with the sale, Judge Garrity has given 33 Peck interim approval to pay $375,500 to RobertDouglas, the company's real estate advisor, according to court filings. About 33 Peck Owners of four New York City hotel properties, namely 33 Peck Slip Acquisition LLC, Gemini 37 West 24th Street MT, LLC, 36 West 38th Street LLC and 52 West 13th P, LLC, have sought Chapter 11 bankruptcy protection, intending to auction off their assets in connection with a Chapter 11 plan. The Debtors are affiliated with Gemini Real Estate Advisors. As of the bankruptcy filing, the Debtors owned: * the Best Western Seaport Hotel, at 33 Peck Slip in the South Street Seaport Historic District on the Lower Manhattan waterfront in New York City, New York; * the Wyndham Flatiron Hotel, at 37 West 24th Street in the Flatiron district of New York City, New York; * the Jade Greenwich Village Hotel at 52 West 13th Street in Greenwich Village in Lower Manhattan in New York City, New York; and * the Bryant Park Development Site, a development lot that is approved for development as a 114-room boutique hotel at 34-36 West 38th Street in the Bryant Park district of New York City, New York. 33 Peck Slip Acquisition LLC, et al., sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 15-12479 to 15-12482) on Sept. 3, 2015. The Debtors reported total assets of $205.8 million and total liabilities of $135.6 million. The Debtors tapped Robins Kaplan LLP as attorneys; and Robert Douglas as real estate advisor. * * * The Court's Oct. 19, 2015 Bar Date Order provides that the last date to file a proof of claim in the Chapter 11 cases was Dec. 16, 2015, and the last date for governmental units to file proofs of claim is March 1, 2016. The Debtors on Dec. 8, 2015 won confirmation of a liquidating plan that will pay off creditors from proceeds of the sale of their assets. 33 PECK SLIP: Liquidating Plan Declared Effective ------------------------------------------------- 33 Peck Slip Acquisition LLC, et al., notified the U.S. Bankruptcy Court for the Southern District of New York that the Effective Date of its First Amended Joint Liquidating Plan occurred on Jan. 29, 2016. The Court entered an order confirming the Plan on Dec. 8, 2015. As reported in the Troubled Company Reporter on Jan. 8, 2016, the Debtors proposed a full-payment plan that will be funded from the sales of 4 New York City hotel properties. The Debtors have prepared a joint plan, which provides for the sale of each of the Debtors' real estate assets and the distribution of the sale proceeds to the applicable Debtor's creditors and members. All creditor classes will either receive payment in full on the effective date of the Plan or will retain unaltered the legal, equitable, and contractual rights, and all member classes will retain their interests. Because the Plan does not propose to impair any class of claims or interests, the Debtors won't be soliciting votes on the Plan. The distribution to creditors will be funded from the proceeds of the sale of the Debtors' real estate assets: * 33 Peck has entered into an agreement to sell its real property located at 33 Peck Slip, New York, NY, to Morning View Hotels - New York Seaport, LLC for $37,300,000. * 36 West has entered into an agreement to sell its real property located at 36 West 38th Street, New York, NY, to Hansji Corporation for $25,500,000. Subsequently, Hanji elected to terminate the agreement. The Debtors expect that a new agreement with a new buyer will be filed with the Bankruptcy Court prior to the Confirmation Hearing. * 37 West has entered into an agreement to sell its real property located at 37 West 24th Street, New York, NY, to Bridgeton Acquisitions LLC for $57,000,000. * 52 West has entered into an agreement to sell its real property located at 52 West 13th Street, New York, NY, to Bridgeton Acquisitions LLC for $78,000,000. Each of the sales, subject to higher and better bids, will be consummated in connection with the Plan. A copy of the Debtors' First Amended Joint Liquidating Plan filed Dec. 2, 2015, is available for free at: http://bankrupt.com/misc/33_Peck_Slip_195_Am_Plan.pdf The Debtors are represented by: David B. Shemano, Esq. ROBINS KAPLAN LLP 601 Lexington Avenue, Suite 3400 New York, NY 10022-4611 Tel: (212) 980-7400 Fax: (212) 980-7499 -- and -- Howard J. Weg, Esq. Scott F. Gautier, Esq. ROBINS KAPLAN LLP 2049 Century Park East, Suite 3400 Los Angeles, CA 90067-3208 Tel: (310) 552-0130 Fax: (310) 229-5800 About 33 Peck Owners of four New York City hotel properties, namely 33 Peck Slip Acquisition LLC, Gemini 37 West 24th Street MT, LLC, 36 West 38th Street LLC and 52 West 13th P, LLC, have sought Chapter 11 bankruptcy protection, intending to auction off their assets in connection with a Chapter 11 plan. The Debtors are affiliated with Gemini Real Estate Advisors. As of the bankruptcy filing, the Debtors owned: * the Best Western Seaport Hotel, at 33 Peck Slip in the South Street Seaport Historic District on the Lower Manhattan waterfront in New York City, New York; * the Wyndham Flatiron Hotel, at 37 West 24th Street in the Flatiron district of New York City, New York; * the Jade Greenwich Village Hotel at 52 West 13th Street in Greenwich Village in Lower Manhattan in New York City, New York; and * the Bryant Park Development Site, a development lot that is approved for development as a 114-room boutique hotel at 34-36 West 38th Street in the Bryant Park district of New York City, New York. 33 Peck Slip Acquisition LLC, et al., sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 15-12479 to 15-12482) on Sept. 3, 2015. The Debtors reported total assets of $205.8 million and total liabilities of $135.6 million. The Debtors tapped Robins Kaplan LLP as attorneys; and Robert Douglas as real estate advisor. * * * The Court's Oct. 19, 2015 Bar Date Order provides that the last date to file a proof of claim in the Chapter 11 cases was Dec. 16, 2015, and the last date for governmental units to file proofs of claim is March 1, 2016. The Debtors on Dec. 8, 2015 won confirmation of a liquidating plan that will pay off creditors from proceeds of the sale of their assets. ACCUTHERM INC: Court Affirms Summary Judgment Under Spill Act ------------------------------------------------------------- Defendants/Appellants Navillus Group, et al., except Accutherm, Inc., and Philip J. Giuliano, appeal from a May 16, 2014 order entering summary judgment against them for costs related to the remediation of the site of a former thermometer manufacturing plant in Salem County. The Appellants contend the trial court erred by granting summary judgment despite genuinely disputed material facts as to whether they were innocent purchasers of the contaminated site and as to the damages. They also contend the trial court erred by finding the general partners of defendant Navillus Group, a General Partnership, liable for the judgment against it and by piercing the corporate veil of Jim Sullivan, Inc. They also argue the trial court misapplied the doctrine of unjust enrichment. In an Opinion dated January 14, 2016, which is available at http://is.gd/CWGvF7from Leagle.com, the Superior Court of New Jersey, Appellate Division, affirmed the summary judgment under the Spill Act as to Jim Sullivan, Inc., Navillus, and the four siblings as Navillus general partners and reversed the summary judgment as to Jim Sullivan based upon piercing Jim Sullivan, Inc.'s corporate veil. Also reversed is the order granting summary judgment insofar as it is based on the doctrine of unjust enrichment and case is remanded to the trial court for further proceedings consistent with this opinion. Having considered the defendants' arguments in light of the summary judgment motion record and applicable law, this court agreed with the trial court's decision to pierce Jim Sullivan, Inc.'s corporate veil is not supported by sufficient undisputed evidence on the motion record. There was insufficient undisputed evidence on the record to impose liability on defendants on a theory of unjust enrichment. The case is NEW JERSEY DEPARTMENT OF ENVIRONMENTAL PROTECTION, and THE ADMINISTRATOR OF THE NEW JERSEY SPILL COMPENSATION FUND, Plaintiffs-Respondents, v. NAVILLUS GROUP, A GENERAL PARTNERSHIP; JIM SULLIVAN, INC.; JAMES SULLIVAN, JR.; JAMES SULLIVAN, III; SANDRA LYONS-SULLIVAN; DREW A. SULLIVAN; and TERRI L. CLAY, Defendants-Appellants, and ACCUTHERM, INC., and PHILIP J. GIULIANO, Defendants, No. A-4726-13T3. Alan C. Milstein, Esq.-- amilstein@shermansilverstein.com -- Sherman, Silverstein, Kohl, Rose & Podolsky, P.A., attorneys for appellants. ACQUISITIONS COGECO II: S&P Affirms 'BB-' CCR, Outlook Stable ------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'BB-' corporate credit rating on Acquisitions Cogeco Cable II Inc., the parent holding company of Quincy, Mass.-based Atlantic Broadband. The outlook is stable. S&P also affirmed its 'BB' issue-level rating, with a '2' recovery rating, on the secured first-lien debt (issued by Acquisitions Cogeco Cable II LP and guaranteed by Atlantic Broadband (Penn) Holdings Inc.). The '2' recovery rating indicates S&P's expectation for substantial recovery (70-90%; upper end of the range) for lenders in the event of a payment default. "The rating reflects Atlantic Broadband's (ABB) successful integration of assets it acquired from MetroCast in Connecticut, and we our expectation for debt to EBITDA to decline to the mid-4x area over the next couple years," said Standard & Poor's credit analyst Eric Nietsch. S&P expects the leverage decline to be driven by EBITDA growth and modest debt reduction. However, S&P believes that it might not sustain lower leverage and is likely to incur additional debt for acquisitions. S&P believes that the strategic owner, Canada-based Cogeco Inc., purchased ABB with the intention of growing its U.S. based cable footprint and that it would fund acquisitions with new debt held at ABB. The 'BB-' corporate credit rating on ABB reflects the 'b+' stand-alone credit profile plus one notch of support based on S&P's view that that ABB is moderately strategic to Cogeco. The stable outlook reflects the good revenue visibility from the company's mostly subscription-based cable business model. S&P anticipates growth in HSD subscribers, selective rate increases, and increased penetration from commercial services to roughly offset the loss of video customers. While S&P expects leverage to decline over the next 12 months due to organic EBITDA growth, it believes there is the potential for additional debt-financed acquisitions that could limit improvement in key credit metrics longer term. AGFC CAPITAL: Fitch Cuts Preferred Securities Ratings to 'CC/RR6' ----------------------------------------------------------------- Fitch Ratings has downgraded the ratings assigned to AGFC Capital Trust I's (AGFC) trust preferred securities to 'CC/RR6' from 'CCC/RR6'. The ratings have been removed from Rating Watch Negative. AGFC Capital Trust I is a special-purpose entity that was set up in 2007 to facilitate the issuance of trust preferred securities on behalf of Springleaf Financial Corporation (SFC). KEY RATING DRIVERS - TRUST PREFERRED SECURITIES The rating downgrades maintain the two-notch differential between AGFC's trust preferred securities and the Long-term Issuer Default Rating (IDR) of SFC, the parent company of AGFC Capital Trust I, reflecting the subordinated nature of the instrument and its poor recovery prospects. SFC was downgraded to 'B-' from 'B' on Nov. 16, 2015, following the completion of the company's acquisition of OneMain Financial Holdings, Inc. (OneMain). This rating action concludes Fitch's rating actions with respect to the SFC/OneMain acquisition in November 2015, and does not reflect any further material developments of additional information since that time. RATING SENSITIVITIES - TRUST PREFERRED SECURITIES The ratings assigned to the trust preferred securities are primarily sensitive to changes in SFC's IDR and, to a lesser extent, the recovery prospects of the instrument. That said, Fitch views further downgrades to the trust preferred securities as more limited because a downgrade to 'C' would represent nonperformance, so that even a further downgrade to SFC would not result in a downgrade to the trust preferred securities - unless they were to defer and Fitch believed that nonperformance would be sustained and not temporary. . For additional details on the rating drivers and sensitivities for SFC, please refer to Fitch's rating action commentary dated Nov. 16, 2015, "Fitch Downgrades Springleaf to 'B-' Following Completion of OneMain Acquisition." Fitch has downgraded the following ratings: AGFC Capital Trust I -- Trust preferred securities to 'CC/RR6' from 'CCC/RR6' and removed from Rating Watch Negative. ALLIED NEVADA: Court OKs Ashby & Geddes's $207K Fees, Expenses -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware allowed Ashby & Geddes, P.A.'s interim application for fees totaling $167,360 for services rendered and expenses totaling $40,040, which was incurred in relation to performing its task as co-counsel to the Official Committee of Equity Security Holders in the Chapter 11 case of Allied Nevada Gold Corp., for the period from April 14 until May 27, 2015. As reported by the Troubled Company Reporter on June 15, 2015, Ashby & Geddes is expected to: (a) assist Susman Godfrey in providing legal advice regarding the rules and practices of the Court applicable to the Equity Committee's powers and duties as an official committee appointed under section 1102 of the Bankruptcy Code; (b) assist Susman Godfrey in providing legal advice regarding any disclosure statement and plan filed in these cases and with respect to the process for approving or disapproving a disclosure statement and confirming or denying confirmation of a plan; (c) assist Susman Godfrey in preparing and reviewing applications, motions, complaints, answers, orders, agreements and other legal papers filed on behalf of the Equity Committee for compliance with the rules and practices of the Court; (d) consult with the Debtors and their professionals, other parties-in-interest and their professionals, and the UST concerning the administration of the Debtors' estates; (e) appear in Court to present necessary motions, applications, and pleadings and otherwise protecting the interests of the Equity Committee and the Debtors' equity security holders; and (f) perform such other legal services for the Equity Committee as the Equity Committee believes may be necessary and proper in these chapter 11 cases. Ashby & Geddes will be paid at these hourly rates: William P. Bowden, Member $685 Gregory A. Taylor, Member $540 Karen B. Skomorucha Owens, Member $445 Stacy L. Newman, Associate $380 Christopher Warnick, Paralegal $195 Ashby & Geddes will also be reimbursed for reasonable out-of-pocket expenses incurred. William P. Bowden, member of Ashby & Geddes, 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. About Allied Nevada Allied Nevada Gold Corp. ("ANV"), a Delaware corporation, is a publicly traded U.S.-based gold and silver producer engaged in mining, developing and exploring properties in the State of Nevada. ANV was spun off from Vista Gold Corp. in 2006 and began Operations in May 2007. Nevada-based mining properties acquired from Vista include the Hycroft Mine, an open-pit heap leach operation located 54 miles west of Winnemucca, Nevada. ANV controls 75 exploration properties throughout Nevada as of Dec. 31, 2014. On March 10, 2015, ANV and 13 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The cases are jointly administered under Lead Case No. 15-10503. The cases are assigned to Judge Mary F. Walrath. The Debtors have tapped Blank Rome LLP and Akin Gump Strauss Hauer & Feld LLP as attorneys; FTI Consulting Inc. as financial advisor; Moelis & Company as financial advisor; and Prime Clerk LLC as claims and noticing agent. ANV disclosed $941 million in total assets and $664 million in total debt as of Dec. 31, 2014. BankruptcyData reported that Allied Nevada Gold's Amended Joint Chapter 11 Plan of Reorganization became effective and the Company emerged from Chapter 11 protection. The Court confirmed the Plan on Oct. 8, 2015. Highlights of the Plan include the following: As a result of the financial restructuring, the Company eliminated approximately $447.7 million of debt and related interest payments from its balance sheet. The Company closed two financings: a $126.7 million first lien term loan credit agreement and $95 million of second lien convertible notes. The credit agreement proceeds were used to repay the Company's outstanding loan obligations related to its revolving credit agreement and the amounts owed under the Company's diesel and cross-currency swap arrangements. AMERICAN APPAREL: Exits Chapter 11 Reorganization ------------------------------------------------- American Apparel, LLC, a manufacturer, distributor, and retailer of branded fashion-basic apparel, on Feb. 5 disclosed that it has emerged from chapter 11 as a private company after successfully implementing its plan of reorganization, approved by the Delaware bankruptcy court on January 27, 2016. American Apparel's reorganization plan converted approximately $230 million of bonds into equity in the Company and provided for the infusion into the Company of $40 million of exit capital and a commitment for a $40 million asset-backed loan. These sources of incremental liquidity will serve as vital support to the Company's turnaround plan, and interest expense will decrease by $20 million as compared to the period before the Company's chapter 11 case. Under the reorganization plan, the Company also converted its corporate form from a Delaware corporation to a Delaware limited liability company and, therefore, is now known as American Apparel, LLC. "I'm pleased to announce that our plan of reorganization, which was supported by our Unsecured Creditors' Committee and our bondholders, unanimously accepted by our voting creditors and confirmed by the Court, has now enabled us to emerge from bankruptcy in just a few short months. This is the start of a new day at American Apparel," said Chief Executive Officer Paula Schneider. Ms. Schneider added: "With the enormous debt burden removed, we can now turn our full attention to our strategic turnaround, which will benefit our customers, vendors and employees. Our strategy will focus on: designing fresh products and merchandising; launching new partnerships to grow the e-commerce platform; unveiling progressive advertising and marketing campaigns; investing in brick-and-mortar retail locations in more promising areas; and implementing rigorous planning and forecasting for timely product deliveries and to streamline excess inventory." American Apparel's legal advisor in connection with the restructuring was Jones Day. FTI Consulting served as its restructuring advisor and Moelis & Company served as its investment banker for the restructuring. Milbank, Tweed, Hadley & McCloy LLP was the legal advisor to the bondholders and Ducera Partners LLC served as restructuring advisor. 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. AMERICAN NATURAL: Court Allows $360K Additional Secured Financing ----------------------------------------------------------------- American Natural Energy Corporation sought and obtained from Judge Elizabeth W. Magner of the U.S. Bankruptcy Court for the Eastern District of Louisiana authorization to modify the terms of its existing postpetition secured financing, as well as obtain additional postpetition secured financing. Judge Magner, in her final order, authorized the Debtor to obtain additional postpetition secured financing in the amount of $360,000. The Debtor had originally asked the Court to authorize additional postpetition secured financing in the amount of $430,000. Pursuant to the approved DIP Budget the Debtor has anticipated net revenues in the amount of $66,877 for January 2016 and $80,575 for February 2016. The Debtor has likewise projected total expenses in the amount of $219,333 for January 2016 and $280,433 for February, leading to a net shortfall of $156,864 for January 2016 and $199,858 for February 2016. The Debtor related that under the Existing DIP Financing Order, the Court previously authorized it to obtain Debtor-in-Possession financing from its existing primary secured creditor, Hillair Capital Investments, LP in the maximum principal amount of $1,000,000 pursuant to a Revolving Loan Agreement between the Debtor and Hillair. The Debtor told the Court that one of the circumstances that led to the Case was its loss of access to its market when the pipeline ANEC used to transport its oil ruptured in February 2015 and was abandoned by the pipeline owner. The Debtor further told the Court that at the time it sought the Existing DIP Facility, it had no production or revenues and needed the Existing DIP Facility to upgrade barges the Debtor needed to ship its oil, to restart production, and to pay operating expenses until it could begin generating revenue again. The Debtor contended that since it has restarted production, it is in a position to sell its assets as a going concern or its equity interests. It further contended that Hillair recognizes the Debtor's need for an additional source of revenue to cover expenses while it seeks a buyer. The Debtor related that Hillair is willing to modify the terms of the existing DIP Loan Agreement to increase the maximum principal amount under the DIP Loan Agreement by $430,000 ("Additional Advance") to $1,430,000. The Debtor further related that the Additional Advance would carry a 12 percent interest rate and have a July 2, 2016 maturity date -- the same terms as the Existing DIP Facility. The Debtor added that the Additional Advance would have a default interest rate of seventeen percent and would be secured by a lien and administrative expense claim of equal priority to the Existing DIP Facility, which currently has super-priority lien status. The Debtor contended that as part of the Existing DIP Facility, ANEC and Hillair agreed upon, and the Court approved, a budget for the first 60 days of the Case, where it is estimated that almost $900,000 would be required to restore production and put the Debtor in position to pay its ongoing operating expenses from revenues during the remainder of the Case. The Debtor told the Court that it will soon propose to employ a broker as part of its strategy to market and sell its assets or its equity interests. The Debtor further told the Court that retention of the Broker, along with other anticipated expenses in connection with marketing its assets and or the equity interests, will result in the Debtor expending approximately $50,000. The Debtor added that its budget for January and February, 2016 projects a cumulative operating deficit of approximately $427,000. As a result, to sell its assets on a going-concern basis or its equity interests and generate the maximum return to creditors, the Debtor will need to fund approximately $430,000 of expenses that will not be covered by revenues. American Natural Energy Corporation is represented by: Jan M. Hayden, Esq. Edward H. Arnold, Esq. Patrick H. Willis, Esq. BAKER DONELSON BEARMAN CALDWELL & BERKOWITZ, PC 201 St. Charles Avenue, Suite 3600 New Orleans, LA 70170 Telephone: (504)566-5200 Facsimile: (504)636-4000 E-mail: jhayden@bakerdonelson.com harnold@bakerdonelson.com pwillis@bakerdonelson.com About American Natural American Natural Energy Corporation is a Tulsa, Oklahoma-based independent exploration and production company with operations in St. Charles Parish, Louisiana. ANEC is engaged in the acquisition, development, exploitation and production of oil and natural gas. ANEC holds mineral interests in approximately 1,320 acres of land in St. Charles Parish, Louisiana. ANEC's wholly owned subsidiary, Gothic Resources Inc., is a corporation organized under the Canada Business Corporation Act. American Natural was subject to an involuntary Chapter 11 petition on Aug. 31, 2015 (Bankr. E.D. La., Case No. 15-122290), by Reamco, Inc., C&M Contractors, Inc., Bayou Fuel Marine & Hardware Supplies, Inc., and Hillair Capital Investments, L.P. ANEC consented to entry of an Order for Relief on October 2, 2015, and an Order for Relief was entered by the Court on the same date. The Petitioners are represented by Philip Kirkpatrick Jones, Jr., Esq., at Liskow & Lewis, in New Orleans, Louisiana; and Michael A. Crawford, Esq., at Taylor, Porter, Brooks & Phillips LLP, in Baton Rouge, Louisiana. The Debtor tapped (i) Baker Donelson Bearman Caldwell & Berkowitz, PC as attorneys and (ii) Northpoint Energy Partners, LLC, to provide Andrew Reckles and James Schroeder as CRO. The U.S. trustee overseeing the Debtor's case appointed three creditors to the official committee of unsecured creditors. The creditors are Baker Hughes Oilfield Operations Inc., PAR III Inc., and Summa Engineering Inc. The committee is represented by Lugenbuhl Wheaton Peck Rankin & Hubbard. * * * By final order entered on Oct. 30, 2015, the Court authorized the Debtor to obtain DIP financing from its existing primary secured creditor, Hillair, of up to $1,000,000. Subsequently on December 11, 2015 the Debtor requested and later obtained approval to raise the maximum to be borrowed under that facility to $1,360,000. On Dec. 21, 2015, the Court entered an order granting the Debtor's bar date motion, and set non-government proofs of claim for Feb. 15, 2016, and governmental proofs of claim for March 31, 2016. The Debtor, and its largest secured creditor, Hillair Capital Investments, L.P., have proposed a reorganization plan that would give 92.5% of the stock of the reorganized company to Hillair and the remaining shares to unsecured creditors. ARCH COAL: Citizen Suit Against Mingo Logan Mine Stayed ------------------------------------------------------- Bebe Raupe, writing for Bloomberg Brief - Distress & Bankruptcy, reported that a citizen's lawsuit against a West Virginia mining company has been stayed pending the outcome of Arch Coal Inc.'s bankruptcy proceedings. According to the report, Judge Thomas Johnson of the U.S. District Court for the Southern District of West Virginia issued the stay requested by Mingo Logan Coal Co., which three environmental groups allege has failed to protect West Virginia waterways in violation of its Clean Water Act permit. In his order, issued Jan. 25, Judge Johnson not only stayed the civil action, he directed that the case be removed from the court's active docket until Mingo Logan's parent corporation's bankruptcy proceedings are concluded, the report said. The citizen's lawsuit, filed last July in the U.S. District Court for the Southern District of West Virginia, seeks enforcement of water quality protections contained in Mingo Logan's permit issued by the state under Section 401 of the Clean Water Act, the report related. According to the plaintiff environmental groups -- the Ohio Valley Environmental Coalition, the Sierra Club and the West Virginia Highlands Conservancy -- the case represents the first time that citizens are suing to enforce a condition in a Clean Water Act Section 401 water quality certification, the report further related. 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. ASSOCIATED WHOLESALERS: Debtor Needs Until March 9 to File Plan --------------------------------------------------------------- ADI Liquidation, Inc., f/k/a AWI Delaware, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to further extend the period by which they have exclusive right to file a Chapter 11 plan through and including March 9, 2016, and extend the period by which they have exclusive right to solicit acceptances of that plan through and including May 4, 2016. On October 29, 2014, following a successful competitive auction, the Court entered an order approving the sale of substantially all of the Debtors' assets to C&S Wholesale Grocers, Inc., or any one or more of its affiliates designated as a purchaser of any acquired asset at closing in accordance with an asset purchase agreement. The Sale to the Purchaser closed on November 12, 2014. In support of their extension request, the Debtors state: "The Debtors intend to maintain the speed and efficiency of these Chapter 11 Cases as they work to liquidate the Debtors' remaining assets and formulate a chapter 11 liquidating plan; however, the Debtors are mindful of the time required to monetize certain remaining assets, conduct an analysis of claims filed and work with the Committee and other constituents to negotiate a consensual plan. The Debtors also require sufficient time to consider plan structure alternatives and the financial implications of each so that the resulting plan serves the best interests of the Debtors and their creditors. The Debtors thus seek a brief extension of the Exclusive Periods so that the Debtors, in consultation with their key constituents, can work to develop a viable chapter 11 plan." The extension motion was filed by Mark Minuti, Esq., at Saul Ewing LLP, in Wilmington, Delaware, and Jeffrey C. Hampton, Esq., and Monique B. DiSabatino, Esq., at Saul Ewing LLP, in Philadelphia, Pennsylvania. About Associated Wholesalers Founded in 1962 and headquartered in Robesonia, Pennsylvania, Associated Wholesalers Inc. serviced 800 supermarkets, specialty stores, convenience stores and superettes with grocery, meat, produce, dairy, frozen foods and general merchandise/health and beauty care products. AWI, with distribution facilities in Robesonia, Pennsylvania, and York, Pennsylvania, served the mid-Atlantic United States. AWI is owned by its 500 retail members, who in turn operate supermarkets. AWI had 1,459 employees. White Rose Inc. is a food wholesaler and distributor serving the greater New York metropolitan area. The company traces its origins to 1886, when brothers Joseph and Sigel Seeman founded Seeman Brothers & Doremus to provide grocery deliveries throughout New York City. White Rose carries out its operations through three leased warehouse and distribution centers, two of which are located in Carteret, New Jersey, and one in Woodbridge, New Jersey. White Rose has 777 employees. Associated Wholesalers and its affiliates sought Chapter 11 bankruptcy protection on Sept. 9, 2014, to sell their assets under 11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and better offers. The Debtors were granted joint administration of their Chapter 11 cases for procedural purposes, under the lead case of AWI Delaware, Inc., Bankr. D. Del. Case No. 14-12092. As of the Petition Date, the Debtors owed the Bank Group (consisting of lenders, Bank of America, N.A., Bank of American Securities LLC as sole lead arranger and joint book runner, Wells Fargo Capital Finance, LLC as joint book runner and syndication agent, and RBS Capita, as documentation agent) an aggregate principal amount of not less than $131,857,966 (inclusive of outstanding letters of credit), plus accrued interest. The Debtors estimate trade debt of $72 million. AWI Delaware disclosed $11,440 in assets and $125,112,386 in liabilities as of the Chapter 11 filing. Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal advisors to the Debtors, Lazard Middle Market is serving as financial advisor, and Carl Marks Advisors is serving as restructuring advisor to AWI. Carl Marks' Douglas A. Booth has been tapped as chief restructuring officer. Epiq Systems serves as the claims agent. The Official Committee of Unsecured Creditors is represented by David B. Stratton, Esq., and Evelyn J. Meltzer, Esq., at Pepper Hamilton, LLP, in Wilmington, Delaware; and Mark T. Power, Esq., and Christopher J. Hunker, Esq., at Hahn & Hessen LLP, in New York. The Committee also has retained Capstone Advisory Group, LLC, together with its wholly-owned subsidiary Capstone Valuation Services, LLC, as its financial advisors. The Troubled Company Reporter, on Nov. 5, 2014, reported that the Bankruptcy Court authorized Associated Wholesalers to sell substantially all of its assets, including their White Rose grocery distribution business, to C&S Wholesale Grocers, Inc. The C&S purchase price consists of the lesser of the amount of the bank debt, which totals about $18.1 million and $152 million, plus other liabilities, which amount is valued at $194 million. C&S, according to Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg News, ended up paying $86.5 million more cash to be anointed as the winner at the auction. Associated Wholesalers, which changed its name to AWI Delaware, Inc., prior to the approval of the sale. AWI Delaware notified the Bankruptcy Court on Nov. 12, 2014, that closing occurred in connection with the sale of their assets to C&S. AWI Delaware then changed its name to ADI Liquidation, Inc., following the closing of the sale. BERNARD L. MADOFF: Picard to Explain Opposition to Declaration -------------------------------------------------------------- Carmen Germaine at Bankruptcy Law360 reported that a New York federal judge on Feb. 1, 2016, ordered Bernard Madoff's liquidation trustee to show why a group of investors trying to sue one of Madoff's former top clients can't include the con man's apparent assertion that the client controlled the Ponzi scheme. U.S. Bankruptcy Judge Stuart M. Bernstein ordered Madoff trustee Irving Picard, along with the estate of Madoff client Jeffry Picower and several of Picower's companies, to show cause why he shouldn't strike letters they submitted taking issue with a declaration from Madoff himself. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. As of December 2015, the SIPA Trustee has recovered more than $10.91 billion and has distributed approximately $9.16 billion, including $833 million in committed advances from the Securities Investor Protection Corporation (SIPC). BERNARD L. MADOFF: PwC Wants Trustee Protest to $55M Deal Barred ---------------------------------------------------------------- Diana Novak Jones at Bankruptcy Law360 reported that PricewaterhouseCoopers LLP and a class of investors who lost money in Bernie Madoff's Ponzi scheme have asked a New York federal judge to block attempts from a bankruptcy trustee to intervene in their $55 million settlement, saying the trustee's arguments have too many holes to move forward. New Greenwich Litigation Trustee LLC, the bankruptcy trustee for two feeder funds that invested in Bernie L. Madoff Investment Securities LLC, told U.S. District Judge Victor Marrero the landmark settlement is void. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims. As of December 2015, the SIPA Trustee has recovered more than $10.91 billion and has distributed approximately $9.16 billion, including $833 million in committed advances from the Securities Investor Protection Corporation (SIPC). BOOMERANG SYSTEMS: Files Liquidating Trust Agreement ---------------------------------------------------- Boomerang Systems, Inc., et al., filed with the U.S. Bankruptcy Court for the District of a liquidating trust agreement, a full-text copy of which is available at http://is.gd/GRWtmA,as exhibit to their First Amended Joint Plan of Liquidation. This Plan is premised upon, and incorporates, (i) the PrePetition Lender/Committee Settlement, a proposed settlement by and between the Committee and the LSA Lenders, and (ii) the sale of substantially all the Debtors' Sale Assets. The fundamental terms of the PrePepetition Lender Settlement provides for the allocation of proceeds received from the Sale process and from the Liquidating Trustee's administration of certain litigation assets. This allocation is intended to ensure that unsecured creditors will benefit from the efforts of the Committee and the Liquidating Trustee in administering and liquidating the Debtors' assets and litigation rights. 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. BROADCOM CORP: Moody's Lowers Sr. Unsecured Rating to Ba2 --------------------------------------------------------- Moody's Investors Service downgraded the senior unsecured rating of Broadcom Corporation to Ba2 from A2 following the closing of Broadcom's purchase by Avago Technologies Limited. This concludes a review for downgrade initiated on May 28, 2015. The outlook is positive. RATINGS RATIONALE The remaining senior unsecured notes of Broadcom that were not tendered will not be guaranteed by Broadcom Ltd (parent company of merged Avago and Broadcom entities), nor will the holders of Broadcom Corporation's senior unsecured notes be party to any collateral agreement. As a result, the Broadcom notes are rated one notch below Avago Technologies Cayman Finance Ltd.'s Corporate Family Rating. Moody's do not expect Broadcom Ltd to file separate, audited financial statements of Broadcom Corporation. As a result, Moody's believes that it has inadequate information to maintain the rating and will withdraw Broadcom Corporation's ratings. Senior unsecured notes, to Ba2 (LGD6) from A2 The principal methodology used in these ratings was Semiconductor Industry Methodology published in December 2015. Broadcom Corporation, founded in 1991, is headquartered in Irvine, California. With $8.5 billion of revenue for the twelve months ended September 2015, Broadcom is a leading fabless semiconductor supplier, addressing both wired and wireless transmission of voice, video, data and multimedia. CCNG ENERGY: Guggenheim-Led Auction for Feb. 23 Set --------------------------------------------------- CCNG Energy Partners, L.P., sought and obtained Bankruptcy Court approval of the bidding procedures for the sale of certain membership interests and other assets. In addition, Guggenheim Corporate Funding, LLC, is designated as the stalking horse, including, pursuant to the terms of the Agreement, the requested break-up fee in the amount of $3,000,000 and expense reimbursement in an amount that will be determined prior to the Auction, which will have administrative claim status in the cases of the Debtors pursuant to section 503(b) of the Bankruptcy Code. CCNG and Guggenheim Corporate Funding, LLC, entered into a Purchase Agreement on Dec. 2, 2015. Under the Agreement, the total consideration to be paid by Guggenheim to CCNG and its operating subsidiaries for the Assets will be the sum of (a) $100,000 in cash, plus (b) a credit bid of obligations under the Prepetition Credit Facility as well as any obligations incurred by the Debtors under the Postpetition Credit Facility, plus (c) the assumption of the Assumed Liabilities, plus (d) the assumption of the Assumed Indebtedness. Guggenheim is the administrative agent under the Prepetition Credit Facility under which the Debtors owe a total of $185.5 million. In addition, Guggenheim is the DIP Agent under the $30 million Postpetition Credit Facility. Under the bidding procedures, each bid package must be received no later than Feb. 19, 2016 at 4:00 p.m. (prevailing Central Time). The amount of the purchase price in any bids for the Assets must provide for value that is at least $250,000 more than the purchase price contained in the Agreement, plus the amount of the Expense Reimbursement and the Break-up Fee, and any incremental Transaction Fees. A Potential Bidder for the Assets must deposit 5% of the purchase price under the Modified Agreement with counsel for the Debtors in the form of a certified check or wire transfer on or before the Bid Deadline. In the event that the Debtors timely receive more than one Qualified Bid, the Debtors will conduct the Auction which will take place on Feb. 23, 2016. The Court will conduct the sale hearing on Feb. 25, 2016 at 2:00 p.m. (prevailing Central Time). About CCNG Energy CCNG Energy Partners, L.P. (the "Parent"), CCNG Energy Partners GP, L.L.C. ("CCNG GP"), Trinity Environmental SWD, L.L.C., Trinity Environmental Catarina SWD, L.L.C., Trinity Environmental Titan Trucking, L.L.C., Moss Bluff Property, L.L.C. and Trinity Environmental Services, L.L.C. (collectively, the "Operating Subsidiaries") filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Proposed Lead Case No. 15-70136) on Oct. 12, 2015. The petition was signed by Daniel B. Porter as CEO of General Partner. All of the Debtors' operations are performed by the Operating Subsidiaries. The Debtors estimated both assets and liabilities in the range of $100 million to $500 million. Taube Summers Harrison Taylor Meinzer Brown LLP serves as the Debtors' counsel. Judge Ronald B. King is assigned to the case. The Debtors are engaged in the disposal of produced saltwater and waste from the exploration and production of oil and gas. In 2015, the Office of the U.S. Trustee appointed six creditors to the official committee of unsecured creditors. The creditors are Sun Coast Resources Inc., KBK Industries, Sabine Storage & Operations Inc., Cambrian Management Ltd., WLP Oilfield Services, and Dolphin Services & Chemicals LLC. CCNG ENERGY: Michael Epstein Okayed as Chief Restructuring Officer ------------------------------------------------------------------ The Hon. Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas modified the prior order authorizing CCNG Energy Partners, LP, et al., to employ Deloitte Transactions and Business Analytics LLP in order to authorize Deloitte to provide certain of the Debtors with an interim vice president of finance and related services. Judge King also authorized the Debtors to designate Michael Epstein as chief restructuring officer of certain of the Debtors nunc pro tunc to Nov. 24, 2015. The engagement letter dated Oct. 13, 2015, is modified to provide that DTBA agreed to provide two of the Debtors with an interim vice president of finance and to provide certain related services. Mr. Epstein will be designated to serve as CRO for these same two debtor-entities. As CRO, Mr. Epstein is anticipated to provide, among other things: -- assist client in (i) identifying various operational, managerial, financial and strategic restructuring alternatives and (ii) understanding the business and financial impact of same; -- assist client in its preparation of contingency plans to reflect the impact of restructuring alternatives, and assist in its revision of relevant cash flow projections and business plans; and -- assist Client in connection with client's communications, relationships, and negotiations with other parties, including its lenders. The engagement amendment adds that the services of Mr. Epstein as CRO will be billed on an hourly basis at the rate of $745. The Court also said that the prior order remains fully in effect aside from the limited extent of giving effect to the engagement amendment and permitting the retention of Mr. Epstein as CRO of certain of the Debtors. On Nov. 24, 2015, Judge King approved the employment of DTBA; and (ii) designate Christopher Pizzo as interim vice president of finance nunc pro tunc to oct. 12, 2015 The Debtors initially engaged DTBA as a business advisor in March 2015 after discussions with Guggenheim Corporate Funding, LLC, as administrative agent wherein the Debtors and Guggenheim agreed that a consulting firm would be helpful in assisting the Debtors in navigating the downturn in the oil and gas industry due to a decrease in commodity prices, assisting the Debtors with cost reduction initiatives, and augmenting and facilitating communication and reporting between the Debtors and Guggenheim. DTBA's charge for the engagement are: a) Professional fees for the services of Pizzo as Interim VP will be billed on an hourly basis at the rate of $495, but his fees will not exceed $30,000 per week without prior approval of client. b) DTBA will be entitled to reimbursement of reasonable expenses incurred in connection with the engagement. c) All fees and expenses will be billed to client weekly and are payable upon receipt. In addition to the foregoing, the Debtors will pay DTBA a retainer in the amount of $100,000, to be held by DTBA and applied to DTBA's final bill and to secure the fees and expenses it incurs in the course of the engagement. The Debtors are represented by: Christopher G. Bradley, Esq. Eric J. Taube, Esq. Mark C. Taylor, Esq. Cleveland R. Burke, Esq. TAUBE SUMMERS HARRISON TAYLOR MEINZER BROWN LLP 100 Congress Avenue, 18th Floor Austin, TX 78701 Tel: (512) 472-5997 Fax: (512) 472-5248 E-mails: etaube@taubesummers.com mtaylor@taubesummers.com cburke@taubesummers.com cbradley@taubesummers.com About CCNG Energy CCNG Energy Partners, L.P. (the "Parent"), CCNG Energy Partners GP, L.L.C. ("CCNG GP"), Trinity Environmental SWD, L.L.C., Trinity Environmental Catarina SWD, L.L.C., Trinity Environmental Titan Trucking, L.L.C., Moss Bluff Property, L.L.C. and Trinity Environmental Services, L.L.C. (collectively, the "Operating Subsidiaries") filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Proposed Lead Case No. 15-70136) on Oct. 12, 2015. The petition was signed by Daniel B. Porter as CEO of General Partner. All of the Debtors' operations are performed by the Operating Subsidiaries. The Debtors estimated both assets and liabilities in the range of $100 million to $500 million. Taube Summers Harrison Taylor Meinzer Brown LLP serves as the Debtors' counsel. Judge Ronald B. King is assigned to the case. The Debtors are engaged in the disposal of produced saltwater and waste from the exploration and production of oil and gas. In 2015, the Office of the U.S. Trustee appointed six creditors to the official committee of unsecured creditors. The creditors are Sun Coast Resources Inc., KBK Industries, Sabine Storage & Operations Inc., Cambrian Management Ltd., WLP Oilfield Services, and Dolphin Services & Chemicals LLC. CEC ENTERTAINMENT: Moody's Lowers CFR to B3, Outlook Stable ----------------------------------------------------------- Moody's Investors Service downgraded CEC Entertainment Inc.'s Corporate Family Rating to B3 from B2 and Probability of Default rating to B3-PD from B2-PD. In addition, Moody's downgraded the company's senior secured bank ratings to B2 from B1, and senior unsecured note rating to Caa2 from Caa1. The company's Speculative Grade Liquidity Rating was affirmed at SGL-1. The outlook is stable. RATINGS RATIONALE "The ratings downgrade reflects CEC's persistently weak credit metrics that were driven by higher than expected adjusted debt levels and lower than anticipated earnings improvement" stated Bill Fahy, Moody's Senior Credit Officer. "The downgrade also incorporates our view that the company's ability to material improve credit metrics over the intermediate term through operating performance alone will be challenging as soft consumer spending and intense competitive pressures persist" stated Fahy. The ratings downgraded are: Corporate Family Rating to B3 from B2 Probability of Default Rating to B3-PD from B2-PD $150 million senior secured revolver due February 14, 2019, to B2 (LGD3) from B1 (LGD3) $750 million senior secured term loan B due February 14, 2021, to B2 (LGD3) from B1 (LGD3) $255 million 8% senior unsecured notes due February 15, 2022 to Caa2 (LGD5) from Caa1 (LGD5) Ratings affirmed are: SGL-1 Speculative Grade Liquidity rating The B3 Corporate Family Rating reflects CEC's high leverage and weak coverage, driven in part by high adjusted debt levels and soft same store sales performance and our concern that soft consumer spending and competition will continue to pressure earnings and debt protection metrics. The ratings also incorporate the high seasonality of CEC's earnings in the first quarter, store concentration in California, Texas and Florida and relatively aggressive financial policy. The ratings are supported by CEC's meaningful scale, reasonable level of brand awareness, and very good liquidity. The stable outlook reflects Moody's view that CEC's strategic initiatives surrounding food and the overall customer experience with an increased focus on parents should help to improve traffic trends, earnings and debt protection metrics over time. However, the outlook also reflects Moody's view that soft consumer spending and competitor pressures from other entertainment venues could make it difficult to materially improve debt protection metrics through stronger earnings growth alone over the intermediate term. Factors that could result in an upgrade include a sustained improvement in earnings driven by positive operating trends and lower costs. Specifically, an upgrade would require EBIT coverage of interest expense above 1.5 times and debt to EBITDA of under 6.0 times on a sustained basis. A higher rating would also require very good liquidity. Factors that could result in a downgrade include a deterioration in liquidity for any reason or an inability to stabilize same store sales. A further deterioration in credit metrics from current levels could also result in a downgrade. CEC Entertainment, Inc., headquartered in Irving, Texas, owns, operates, and franchises a total of 589 Chuck E. Cheese stores and 140 Peter Piper Pizza locations that provide family-oriented entertainment. CEC is wholly owned by an affiliate of Apollo Global Management, LLC. Annual revenues are approximately $900 million. The principal methodology used in these ratings was Restaurant Industry published in September 2015. CERES INC: Admits Going Concern Doubt, Expects Further Losses ------------------------------------------------------------- Ceres, Inc., expects to incur further losses in the operations of its business and has been dependent on funding its operations through the issuance and sale of equity securities, according to Paul Kuc, chief financial officer of the company, in a regulatory filing with the U.S. Securities and Exchange Commission on January 14, 2016. The company's accumulated deficit as of November 30, 2015 was $335.5 million. "Our cash and cash equivalents of $3.4 million as of November 30, 2015 and net proceeds received of $6.4 million in our public offering on December 17, 2015 is not sufficient to enable us to remain in business beyond July 2016 without raising further capital or significantly curtailing our operations," Mr. Kuc pointed out. "These circumstances raise substantial doubt about our ability to continue as a going concern." Mr. Kuc elaborated: "During the fourth quarter of fiscal 2015, we announced the continued realignment of our business to focus on food and forage opportunities and biotechnology traits for sugarcane and other crops. The realignment primarily involved a restructuring of our Brazilian seed operations. The restructuring of our Brazilian seed operations, included, among other actions, a workforce reduction that impacted 33 positions in Brazil primarily related to administration, operations and manufacturing as well as 2 support positions in the United States. As of November 30, 2015, these reductions have been substantially completed. We have paid total charges of approximately $1.4 million with respect to these reductions, including $1.2 million of one-time severance expenses, and $0.2 million for continuation of salary and benefits until their work was completed. We expect to save up to approximately $8.0 to $10.0 million in cash in fiscal 2016 as a result of restructuring our operations. After full implementation of the restructuring plan, our Brazilian operations will be focused on sugarcane trait development activities for the Brazilian sugarcane market. There can be no assurance that we will achieve the cost savings we expect in fiscal 2016 after fully implementing the realignment plan. "In July 2014, our Brazilian subsidiary was selected for a grant and a multi-year credit facility to fund a product development project for sorghum and sugarcane under the government's PAISS Agricola program. In light of the restructuring of our Brazilian operations we have decided not to pursue the original project, which focused primarily on sorghum, nor accept the non-repayable grant tied to the original project plan. We have approached the Brazilian government to narrow the focus and significantly reduce the size of the project. We may still be eligible to utilize the program's subsidized credit facility to fund certain development and commercialization activities in Brazil." At November 30, 2015, the company had total assets of $6,833,000, total liabilities of $5,651,000 and total stockholders' equity of $1,182,000. For the three months ended November 30, 2015, the company incurred a net loss of $3,419,000 as compared with a net loss of $5,973,000 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/jf4sxjx Ceres, Inc. is an agricultural biotechnology company that develops and markets seeds and traits to produce crops for feed, forages, sugar and other markets. The Thousand Oaks, California-based company uses a combination of advanced plant breeding, biotechnology and bioinformatics to develop seed products and biotechnology traits to address many of the current limitations and future challenges facing agriculture. CHURCH STREET: Tenant Allowed to Amend Suit vs. Landlord -------------------------------------------------------- Plaintiffs Bonnie Loren and Process Studio Theatre, Inc., move for leave to amend the summons and complaint to add as defendants Ashkenazy Acquisition Corp. and 257 Church Retail, LLC, Ushca Pohl, Francesca Monari, Ming La, shareholders, officers or directors of Church Street Apartment Corp., and Michael Ashkenazy, Ben Ashkenazy, Izzy Ashkenazy and Ben Alpert, shareholders, officers or directors of AAC. The Plaintiffs further move to amend the complaint to assert causes of action against all of the defendants. In 2002, the plaintiffs commenced an action against CSA and Solomon Levine by C. Jaye Berger, Bankruptcy Trustee, in Supreme Court, New York County, seeking millions of dollars in damages. That complaint asserted claims against CSA sounding in negligence and breach of lease arising out of a flood that occurred in 2000. The Plaintiffs alleged that the flood occurred because of a ruptured sprinkler pipe, that there was a leak before the pipe burst, that the defendants were negligent in not preventing the pipe from bursting and that as a result of the flood, theater construction had to be suspended and property was damaged. The Plaintiffs alleged that water was not properly removed from the Premises causing mold and illness. The Plaintiffs explained that in order to prepare the Premises for mold remediation, it was necessary to repair the sidewalk that had previously caved in and that the plaintiffs undertook to repair the sidewalk but the defendants interfered with the repairs. They urged that defendants caused the plaintiffs to "abandon the leasehold and give up valuable rights." AAC, 257 CR and the AAC Defendants oppose the motion. CSA opposes the motion to amend and cross-moves, in the event that the motion is granted, to dismiss the amended complaint based on collateral estoppel, res judicata, the existence of a release and passage of the statute of limitations. In a Decision dated January 8, 2016, which is available at http://is.gd/h298BVfrom Leagle.com, the Supreme Court, New York County, granted the plaintiffs' motion to amend the complaint, but denied the Plaintiffs' motion as to all of the proposed individual defendants. CSA's cross-motion to dismiss is granted. The case is BONNIE LOREN and PROCESS STUDIO THEATRE, INC., Plaintiffs, v. CHURCH STREET APARTMENT CORP., Defendant, 2016 NY Slip Op 30031(U), Docket No. 152558/13. CN RESOURCES: Posts Net Loss, Raises Going Concern Doubt -------------------------------------------------------- CN Resources Inc. The company posted a net loss of $13,187 for the three months ended November 30, 2015, compared with a net loss of $10,631 for the three months ended November 30, 2014. "The company has incurred a loss of $22,182 for the six months ended November 30, 2015 and has an accumulated deficit of $760,484 since inception; further losses are anticipated in the development of its business raising substantial doubt about the company's ability to continue as a going concern," said Oliver Xing, president, principal executive officer, principal accounting officer, principal financial officer, secretary/treasurer and sole member of the company's board of directors, in a regulatory filing with the U.S. Securities and Exchange Commission on January 19, 2016. "The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from director and or private placements of common stock." At November 30, 2015, the company had total assets of $4,930,274, total liabilities of $40,730 and total stockholders' equity of $4,889,544. A full-text copy of the company's quarterly report is available for free at: http://tinyurl.com/hw7q2xy Based in Toronto, Canada, CN Resources Inc. is an independent energy company engaged in the exploration, development, production, and sale of crude oil. The company's operations are conducted through a 100% wholly owned Ontario Corporation (also named CN Resources Inc.) which owns a producing joint venture oil well in the Redwater area in Alberta, Canada. COTY INC: $500MM Share Buyback No Impact on Moody's 'Ba1' CFR ------------------------------------------------------------- Moody's Investors Service said that Coty Inc.'s announcement that the company's Board of Directors approved an additional $500 million share buyback authorization is credit negative, but that the company's Ba1 CFR and stable outlook are not affected. Coty Inc., headquartered in New York, NY, is one of the leading manufacturers and marketers of fragrance, color cosmetics, and skin and body care products. The company's products are sold in over 130 countries and territories under well-recognized names such as adidas, Calvin Klein, Chloe, Davidoff, Marc Jacobs, OPI, philosophy, Playboy, Rimmel and Sally Hansen. Coty announced the $12.5 billion acquisition of Procter & Gamble's Beauty (P&G Beauty) business on July 9th, 2015 and expects to close the transaction in the second half of 2016. In February 2016 the company closed the $1 billion acquisition of the Brazilian personal care and beauty business of Hypermarcas S.A. Pro forma for both acquisitions sales are around $10 billion. COX INVESTMENTS II: Case Summary & 3 Top Unsecured Creditors ------------------------------------------------------------ Debtor: Cox Investments II, LLC 2300 E. Ganson St. Jackson, MI 49202 Case No.: 16-41485 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: February 5, 2016 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Hon. Phillip J Shefferly Debtor's Counsel: Donald C. Darnell, Esq. DON DARNELL 7926 Ann Arbor St. Dexter, MI 48130 Tel: (734) 424-5200 Fax: (734) 786-1605 Email: dondarnell@darnell-law.com Total Assets: $446,400 Total Liabilities: $2.10 million The petition was signed by Russell Cox, member. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/mieb16-41485.pdf CRYOPORT INC: Effects Mandatory Exchange of Preferred Shares ------------------------------------------------------------ Cryoport, Inc., said in a regulatory filing that it caused the mandatory exchange of all its outstanding Class A Preferred Stock and Class B Preferred Stock, consisting of 454,750 shares of Class A Preferred Stock and 534,571 shares of Class B Preferred Stock, into (i) an aggregate of 4,977,038 shares of common stock, $0.001 par value per share, of the Company and (ii) an aggregate of 4,977,038 warrants, each warrant representing the right to purchase one share of Common Stock. The Mandatory Exchange was effected in accordance with the terms and conditions of the Company's Amended and Restated Certificate of Designation of Class A Preferred Stock and the Company's Amended and Restated Certificate of Designation of Class B Preferred Stock. In accordance with each of the Certificates of Designation, a mandatory exchange of the Preferred Stock is triggered upon a Qualified Offering. The mandatory exchange occurs on the day that is six months and one day after the closing of such Qualified Offering. On July 29, 2015, the Company completed its public offering of 2,090,750 units (consisting of one share of Common Stock and one Warrant) at the public offering price of $3.25 per unit, which constituted a Qualified Offering. As a result, all outstanding shares of Preferred Stock were automatically exchanged at the Mandatory Exchange Time for such units sold in the Qualified Offering (consisting of one share of Common Stock and one Warrant) at an exchange rate determined by: 1) multiplying the number of shares of Preferred Stock to be exchanged by the Class A Original Issue Price or Class B Original Issue Price (as defined in the Certificates of Designation), as applicable; 2) adding to the result all dividends then accrued but unpaid on such shares of Preferred Stock to be exchanged; then 3) dividing the result by $2.60 (which is eighty percent (80%) of the price per unit issued in the Qualified Offering). The issuance of the Securities in connection with the Mandatory Exchange was exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended. About Cryoport Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides comprehensive solutions for frozen cold chain logistics, primarily in the life science industries. Its solutions afford new and reliable alternatives to currently existing products and services utilized for bio-pharmaceuticals and biologics, including in-vitro fertilization, cell lines, vaccines, tissue and other commodities requiring a reliable frozen solution. As of Sept. 30, 2015, the Company had $8.91 million in total assets, $2.19 million in total liabilities and $6.71 million in total stockholders' equity. Cryoport reported a net loss attributable to common stockholders of $12.2 million for the year ended March 31, 2015, compared to a net loss attributable to common stockholders of $19.6 million for the year ended March 31, 2014. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2015, citing that the Company has incurred recurring operating losses and has had negative cash flows from operations since inception. Although the Company has cash and cash equivalents of $1.4 million at March 31, 2015, management has estimated that cash on hand, which include proceeds from Class B convertible preferred stock received subsequent to the fourth quarter of fiscal 2015, will only be sufficient to allow the Company to continue its operations into the third quarter of fiscal 2016. These matters raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. CUSTOM SOFTWARE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Custom Software, Inc. dba M33 Access dba TWD Communications dba Net4Kids.com, Inc. PO Box 219 Rose City, MI 48654 Case No.: 16-20173 Chapter 11 Petition Date: February 5, 2016 Court: United States Bankruptcy Court Eastern District of Michigan (Bay City) Judge: Hon. Daniel S. Opperman Debtor's Counsel: Rozanne M. Giunta, Esq. LAMBERT LESER, ATTORNEYS AT LAW 916 Washington Ave., Suite 309 Bay City, MI 48708 Tel: (989) 893-3518 Fax: (989) 894-2232 Email: rmgiunta@lambertleser.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Glenn A. Wilson Sr., president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mieb16-20173.pdf D.J. CHRISTIE: Court Affirms Approval of Deal with Meyer, Pratt --------------------------------------------------------------- Liberty Bank appeals from the bankruptcy court's March 4, 2015 memorandum opinion and judgment approving the settlement agreement between D.J. Christie, Inc., David J. Christie, and Alexander Glenn, and Alan E. Meyer and John R. Pratt. On appeal of the first bankruptcy decision, the court United States District Court for the District of Kansas reversed in part and remanded the case for the bankruptcy court to consider Liberty Bank's priority in the $7,170,703 affirmed by the Tenth Circuit in deciding whether to approve the Settlement Agreement. The bankruptcy court considered Liberty Bank's priority on remand and determined that the offsets of the Iowa Judgments against the Federal Judgment had priority over Liberty Bank's rights as garnishor. Liberty Bank appeals again. In a Memorandum Order dated January 13, 2016, which is available at http://is.gd/OvKbuZfrom Leagle.com, Judge Carlos Murguia of the United States District Court for the District of Kansas affirmed the decision of the bankruptcy court. The case is LIBERTY BANK, F.S.B., Appellant, v. D.J. CHRISTIE, INC., et al., Appellees, Case No. 15-4861-CM. Liberty Bank, F.S.B., Appellant, is represented by David E. Shay, Esq. -- dshay@sb-kc.com -- Seigfreid Bingham PC. D.J. Christie, Inc., Appellee, is represented by Todd A. Luckman, Esq. -- todd@stumbolaw.com -- Stumbo Hanson LLP & Tom R. Barnes, II, Esq. -- todd@stumbolaw.com -- Stumbo Hanson LLP. Overland Park, Kansas-based D.J. Christie Inc. filed for Chapter 11 bankruptcy (Bankr. D. Kan. Case No. 11-40764) on May 20, 2011. Judge Dale L. Somers presides over the case. Kathryn E. Sheedy, Esq., and Tom R. Barnes, II, Esq., at Stumbo Hanson, LLP, serve as the Debtor's counsel. In its petition, the Debtor estimated $1 million to $10 million in assets and under $1 million in debts. The petition was signed by David J. Christie, its president. DRUG STORES II: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Drug Stores II, Limited Liability Company dba Innovo Specialty Compounding Solutions dba Innovo Specialty Pharmacy dba Health Shoppe Pharmacy 279 Princeton Hightstown Road East Windsor, NJ 08520 Case No.: 16-12198 Chapter 11 Petition Date: February 6, 2016 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Hon. Kathryn C. Ferguson Debtor's Counsel: Justin B. Singer, Esq. HERRICK FEINSTEIN LLP Two Park Ave. New York, NY 10016 Tel: 212-592-5928 Fax: 212-592-2346 Email: jsinger@herrick.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Piushbhai Patel, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/njb16-12198.pdf EXTREME PLASTICS: Feb. 10 Meeting Set to Form Creditors' Panel -------------------------------------------------------------- Andy Vara, Acting United States Trustee of Region 3, will hold an organizational meeting on Feb. 10, 2016, at 1:00 p.m. in the bankruptcy case of Extreme Plastics Plus, Inc., et al. The meeting will be held at: The DoubleTree Hotel 700 King St., Salon D Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. FELD LIMITED: Files for Chapter 11 Bankruptcy Protection -------------------------------------------------------- Feld Limited Partnership filed a Chapter 11 bankruptcy petition (Bank. E.D. Wisc. Case No. 16-20826) on Feb. 3, 2016, disclosing total assets of $15.2 million and total debt of $7.50 million. Dennis J. Feld, the Debtor's general partner, signed the petition. The Company is engaged in the business of leasing and managing real properties in the Madison and Green Bay areas. It made the decision to file for bankruptcy after Humana, its main tenant, notified it was considering leaving a 65,000 square foot facility owned by the Debtor at 300 Madison Street in Green Bay, Wisconsin. The lease with Humana expired April 20, 2015, but was extended through March 31, 2016. According to a document filed with the Court, Associated Bank, secured lender of Feld Limited, had been informed regarding Humana's decision to leave. The Debtor and Associated Bank entered into a series of forbearance agreements in connection with a note that was due November 2014 to allow the Debtor to secure replacement tenants. However, when it became apparent that no new tenants had been found, Associated Bank refused to further renew the forbearance agreement after Jan. 31, 2016. The Debtor said Associated Bank had frozen its bank accounts, and as a result, it has been unable to pay its obligations as they come due and has been unable to pay payroll. Additionally, in light of the circumstances, Associated Bank required the liquidation of the Debtor's properties, one of which was located at 414 E. Walnut Street in Green Bay, Wisconsin, which sold for $800,000, generating a taxable event in the amount of $105,000. As of the Petition Date, the Debtor owed Associated Bank approximately $7.2 million. Steinhilber, Swanson, Mares, Marone & McDermott acts as the Debtor's counsel. FIDELITY & GUARANTY: S&P Keeps 'BB-' Rating on Watch Developing --------------------------------------------------------------- Standard & Poor's Ratings Services said that it is keeping its 'BBB-' long-term counterparty credit and financial strength ratings on Fidelity & Guaranty Life Insurance Co. and its related insurance subsidiary, Fidelity & Guaranty Life Insurance Co. of New York (collectively FGL) on CreditWatch with developing implications. S&P is also keeping its 'BB-' long-term counterparty credit rating on Fidelity & Guaranty Life Holdings Inc. on CreditWatch with developing implications. The CreditWatch reflects S&P's currently limited information about Anbang Insurance Group Co. Ltd.'s creditworthiness in light of its November 2015 announcement that it intends to acquire 100% of FGL. Anbang appears to be growing rapidly through acquisition, including the 2015 acquisition of Dutch insurer VIVAT N.V. "To settle the CreditWatch placement we will continue to work with Anbang to determine the creditworthiness of the consolidated organization of which FGL is becoming a part," said Standard & Poor's credit analyst Shellie Stoddard. FGL will become a member of the Anbang insurance group and our ratings will factor in Anbang's group credit profile, group status, and any other caps or enhancements. S&P expects to resolve the CreditWatch placement once it assess Anbang's creditworthiness. If S&P do not make progress in obtaining adequate financial information from Anbang within the next 90 days, it will suspend or possibly withdraw its ratings on FGL. FOUNTAINS OF BOYNTON: Case Summary & 17 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Fountains of Boynton Associates, Ltd. 6849 Cobia Circle Boynton Beach, FL 33437 Case No.: 16-11690 Type of Business: Single Asset Real Estate Chapter 11 Petition Date: February 5, 2016 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Hon. Erik P. Kimball Debtor's Counsel: Bradley S Shraiberg, Esq. SHRAIBERG, FERRARA, & LANDAU P.A. 2385 NW Executive Center Dr. #300 Boca Raton, FL 33431 Tel: (561) 443-0801 Fax: (561) 998-0047 Email: bshraiberg@sfl-pa.com Estimated Assets: $50 million to $100 million Estimated Debts: $50 million to $100 million The petition was signed by John B. Kennelly, manager. List of Debtor's 17 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Advanced Fire & Security Fire Alarm $460 Monitoring AT&T Phone $150 Flatiron Capital Insurance Monthly $19,500 Insurance Florida Department of Revenue Monthly $14,000 Estimated Sales Tax Florida Power & Light Utilities $2,700 Future Energy Solutions Contracts Monthly $1,809 Draft Hessler Paint & Decorating Center II Judgment $16,435 Internal Revenue Service Unknown Internal Revenue Service Unknown Office of Attorney General Unknown Palm Beach County Utilities $4,000 Republic Services Utilities $2,400 SEC Headquarters Unknown Securities and Exchange Commission Unknown Specimen Tree and Landscape Maintenance $1,610,573 Service Specialized Industries Inc. United States Attorney Unknown General's Office US Attorney Southern District of Florida Unknown FREEDOM INDUSTRIES: Fined $900K Over Chemical Spill --------------------------------------------------- Dow Jones' Daily Bankruptcy Review reported that a bankrupt chemical company responsible for a spill that contaminated a West Virginia river and fouled the drinking water supply of 300,000 residents was fined $900,000 on pollution charges on Feb. 4, with a judge noting that Freedom Industries likely could never pay it. "I might as well enter the maximum fine," U.S. District Judge Thomas Johnston said, the report cited. "It's all symbolic anyway." About Freedom Industries Freedom Industries Inc. is engaged principally in the business of producing specialty chemicals for the mining, steel and cement industries. The Debtor operates two production facilities located in (a) Nitro, West Virginia; and (b) Charleston, West Virginia. The company, connected to a chemical spill that tainted the water supply in West Virginia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan. 17, 2014. The case is assigned to Judge Ronald G. Pearson. The petition was signed by Gary Southern, president. The Debtor is represented by Mark E Freedlander, Esq., at McGuire Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson, Esq., at Barth & Thompson, in Charleston, West Virginia. On Dec. 31, 2013, four companies merged under the umbrella of Freedom Industries: Freedom Industries Inc., Etowah River Terminal LLC, Poca Blending LLC and Crete Technologies LLC. The Debtor disclosed $16 million in assets and $6 million in liabilities when it filed for bankruptcy. On Feb. 5, 2014, the U.S. Trustee appointed an official committee of unsecured creditors. The Committee retained Frost Brown Todd LLC as counsel. On March 18, 2014, the Bankruptcy Court approved the hiring of Mark Welch at Morris Anderson in Chicago as Freedom's chief restructuring officer. * * * The effective date of Freedom Industries Inc.'s liquidating plan occurred Nov. 16, 2015, when all initial distributions to creditors were made. On Oct. 6, 2015, the U.S. Bankruptcy Court for the Southern District of West Virginia entered an Order Confirming The Debtor's Third Modified Amended Chapter 11 Plan Of Liquidation. The Confirmation Order confirmed and approved the Debtor's Third Modified Amended Plan of Liquidation dated Aug. 12, 2015. The definition of Effective Date under the Plan is a Business Day after the Confirmation Date as mutually agreed by the Debtor and the Committee that is as soon as reasonably practicable after the conditions to the effectiveness of the Plan specified in Section 10.1 have been satisfied. Section 10.1 of the Plan contains six conditions precedent to the Effective Date of the Plan. All such conditions have been satisfied or waived. On Nov. 16, 2015, the Debtor made all initial distributions required under the Plan, including without limitation, payments to: (i) the Spill Claim Plan Administrator with respect to (a) the payment due to the ERT Remediation Fund from the Debtor, (b) payment to the Spill Claim Plan Administrator with respect to Class 4 Spill Claims; and (c) payment to Spill Claim Plan Administrator with respect to Class 5 Spill Claims; and (ii) payment to the GC Plan Administrator with respect to Class 3 General Unsecured Claims. FRESH & EASY: Seeks May 27 Extension of Plan Filing Period ---------------------------------------------------------- Fresh & Easy, LLC, asks the U.S. Bankruptcy Court for the District of Delaware to extend the exclusive plan filing period through and including May 27, 2016, and the exclusive solicitation period through and including July 26, 2016. According to J. Kate Stickles, Esq., at Cole Schotz P.C., in Wilmington, Delaware, the Debtor has been operating under the protection of chapter 11 for approximately three months, and during this short period of time has made significant and material progress in administering the Chapter 11 Case. The extension will provide the Debtor and its advisors the opportunity to fully negotiate, confirm and implement the terms of a chapter 11 plan for the distribution of assets to creditors, Ms. Stickles says. The Debtor is also represented by Norman L. Pernick, Esq., Patrick J. Reilley, Esq., and David W. Giattino, Esq., at Cole Schotz P.C., in Wilmington, Delaware. About Fresh & Easy Fresh & Easy, LLC, a chain of grocery stores in the Southwest United States, filed Chapter 11 bankruptcy petition (Bankr. D. Del., Case No. 15-12220) on Oct. 30, 2015. The petition was signed by Peter McPhee as chief financial officer. The Debtor estimated assets of $10 million to $50 million and liabilities of at least $100 million. The Debtor has engaged Cole Schotz P.C. as counsel, Epiq Bankruptcy Solutions, LLC as claims and noticing agent, DJM Realty Services, LLC and CBRE Group, Inc., as real estate consultants and FTI Consulting, Inc. as restructuring advisors. Judge Christopher S. Sontchi is assigned to the case. FRONTIER COMMUNICATIONS: Fitch Affirms 'BB' Issuer Default Rating ----------------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Rating (IDR) and long-term issue ratings of Frontier Communications Corporation (Frontier; NYSE: FTR) and assigned Recovery Ratings to the debt issuances as follows: -- IDR at 'BB'; -- Senior unsecured $750 million revolving credit facility due 2018 at 'BB/RR4'; -- Senior unsecured notes and debentures at 'BB/RR4'. The Rating Watch Negative is removed from all ratings, and the Rating Outlook is Negative. In addition, Fitch has revised the ratings of other Frontier subsidiaries and assigned Recovery Ratings as listed at the end of this release. The Rating Outlook is Negative, as Fitch does not expect Frontier to reach Fitch's net leverage threshold of 3.75x for the current rating until approximately the end of 2017. The Negative Watch stemmed from Frontier's plans to acquire certain wireline operations in California, Texas and Florida from Verizon Communications Inc. for approximately $10.54 billion, including $600 million of assumed debt. The transaction was announced in February 2015 and is expected to close at the end of March 2016. All necessary regulatory approvals have been obtained and Frontier is completing necessary system conversions, as planned, before the close of the transaction. Frontier has raised or entered into bank financing arrangements for all the financing necessary to close the transaction. In September 2015, Frontier raised the remaining $6.6 billion needed to close the transaction, after taking into account previous debt and equity financings. In August 2015, Frontier entered into an agreement for a $1.5 billion senior secured delayed draw term loan. The proceeds from a common equity and mandatory convertible preferred offerings were raised in June 2015 and net proceeds total approximately $2.7 billion, including proceeds from the exercise of overallotments. The preferred offering was given 100% equity credit. Upon the draw of the senior secured term loan, the company's existing $750 million unsecured revolving credit facility and unsecured term loans will become equally and ratably secured with the delayed draw term loan. Combined with other secured debt, the pledges will introduce approximately $2.3 billion of secured debt into the capital structure, excluding potential drawings on the currently undrawn revolving credit facility. At this time, Fitch has not upgraded the revolver or rated the senior secured, delayed draw term loan but anticipates upgrading the revolver, which becomes secured, to 'BB+/RR1', and assigning a 'BB+/RR1' rating to the term loan at the close of the transaction. There is no rating action at this time on the debt or IDR of the three Verizon subsidiaries that are being acquired by Frontier, which are rated as follows: Verizon California Verizon Florida -- IDR 'A-'; -- Senior unsecured 'A-'. GTE Southwest -- IDR 'A-'; -- First mortgage bonds 'A-'. Fitch had previously maintained these subsidiaries on Rating Watch Negative in December 2015 when Verizon was reviewed. Fitch anticipates downgrading the IDR of these issuers to 'BB' and downgrading the senior unsecured and mortgage bonds to 'BB+/RR1' at the time of the close of the transaction. KEY RATING DRIVERS Leverage Elevated for Rating: Excluding $6.6 billion of senior notes issued to fund the Verizon transaction, leverage declined to 4.1x at Sept. 30, 2015 from 4.5x the previous year (leverage at 3Q'14 included $2 billion of debt issued to fund the October 2014 close of the Connecticut acquisition). However, leverage remains slightly elevated compared to expectations of leverage maintained under 4x for the current rating category. Frontier will need additional time to deleverage to incorporate the Verizon assets into its operations. Fitch estimates Frontier's pro forma gross leverage could be 4.5x at the close of the transaction (4.3x net leverage). Acquisitions Improve Scale: Fitch believes the acquisition of the Connecticut operations in late 2014 and the pending acquisition of the Verizon properties will increase the scale of Frontier, and lead to improved free cash flow (FCF, defined as net cash provided by operating activities less capital spending and dividends) over time. In Fitch's view, the two acquisitions will not require material additional capital spending given past network upgrades by AT&T and Verizon. Revenue Pressures Moderating: During the first three quarters of the year, Frontier's revenues have been relatively stable, with a slight downward bias. Pro forma revenues for the Verizon assets through the first two quarters demonstrate similar results. A key issue for Frontier over time will continue to be retaining and attracting customers. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for the issuer include: -- In 2016, Frontier's consolidated revenues are expected to rise to approximately $10 billion owing to the expected close of the Verizon line acquisition at the end of March 2016; -- 2016 EBITDA margins are in the low 40 percent range. Fitch has conservatively assumed synergies for the first year following the close of the transaction will be $500 million, slightly less than the expectations by Frontier of day one synergies of $525 million. While there is some risk that costs could vary around this metric, the synergies represent costs allocated to these properties by Verizon that will no longer occur as operations are flash cut to Frontier's systems. Frontier has achieved its synergy targets in previous recent transactions; -- Capex is expected to be in the range of $1.6 billion to $1.7 billion in 2016. Fitch's assumptions reflect capital spending related to operations in the range of 12% to 12.5% of revenues for legacy Frontier and the Verizon properties, with additional capital spending for CAF II and integration; -- Other than the $1.5 billion drawn on the senior secured term loan to complete the Verizon transaction, Fitch forecasts only a modest debt issuance in 2017 to maintain cash balances of approximately $500 million during the 2016 to 2018 period. RATING SENSITIVITIES The Outlook could be revised to Stable if in Fitch's view Frontier will be able to sustain post-transaction net leverage at or below 3.75x. Fitch has revised the net leverage threshold down to 3.75x from 4.0x owing to the continued secular challenges faced by the wireline industry. Business services revenue has been slower than Fitch's previously expected levels of GDP-type growth owing to factors such as aggressive cable operator competition and slow economic growth. The rating could be downgraded if net leverage is expected to be above 3.75x due to a number of factors, including lower synergy realization or assumptions, and competitive pressures on EBITDA. Revenue pressures in the wireline industry have moderated, but a return to mid-single digit declines in revenue, while not expected, would lead to a negative action. LIQUIDITY Manageable Maturities: Excluding the draw on the senior secured term loan related to the Verizon transaction financing, Frontier is not expected to need to access the capital markets to refinance maturing debt through at least 2016. Existing principal repayments amount to approximately $384 million and $646 million during 2016 and 2017, respectively. Liquidity Solid: Supporting the rating is Frontier's ample liquidity, which is derived from its cash balances and its $750 million revolving credit facility. At Sept. 30, 2015, Frontier had $1.011 billion in balance sheet cash, excluding $8.44 billion of restricted cash which will be released upon the closing of the Verizon transaction to fund a portion of the purchase price. Credit Facility: The $750 million senior unsecured revolving credit facility is in place until May 2018. The facility is available for general corporate purposes but may not be used to fund dividend payments. The revolving credit facility will become secured when the company draws on its $1.5 billion delayed draw secured term loan facility upon the funding of the Verizon transaction. The main financial covenant in the revolving credit facility requires the maintenance of a net debt-to-EBITDA level of 4.5x or less during the entire period. Net debt is defined as total debt less cash exceeding $50 million. FULL LIST OF RATING ACTIONS Fitch has removed the following ratings from Rating Watch Negative and affirmed and assigned Recovery Ratings as follows: Frontier Communications Corporation -- IDR at 'BB'; -- Senior unsecured $750 million revolving credit facility due 2018 at 'BB/RR4'; -- Senior unsecured notes and debentures at 'BB/RR4'. Frontier North Inc. -- IDR at 'BB'; -- $200 million unsecured notes due 2028 at 'BB+/RR1'. Frontier West Virginia -- IDR at 'BB'; -- $50 million private placement notes due 2029 at 'BB+/RR1'. GENWORTH HOLDINGS: Moody's Lowers Sr. Unsecured Debt Rating to Ba3 ------------------------------------------------------------------ Moody's Investors Service has downgraded the credit ratings of Genworth Holdings, Inc. -- senior unsecured debt downgraded to Ba3 from Ba1, the insurance financial strength ratings of Genworth Life Insurance Company (GLIC) and Genworth Life Insurance Company of New York (GLICNY) to Ba1 from Baa1, and the IFS rating of Genworth Life and Annuity Insurance Company (GLAIC) to Baa2 from Baa1. The rating action follows Genworth's announcement on Feb. 4, 2016, that the company was suspending sales of life and fixed annuity products and actively seeking multiple restructuring options to separate and isolate its long term care (LTC) business. The outlook on Genworth Holdings and its life insurance subsidiaries is stable. The rating agency also confirmed the Ba1 IFS rating of Genworth Mortgage Insurance Corporation (GMICO) with a stable outlook. This rating action concluded the review for upgrade that was initiated on Nov. 3, 2015. No other Genworth ratings were on review. The ratings on Genworth's Australian mortgage insurance (MI) operations (A3 IFS rating, negative) are not part of this rating action. RATINGS RATIONALE Moody's downgrade of Genworth Holdings and its life insurance subsidiaries is largely driven by the deterioration in the financial flexibility of the holding company, somewhat offset by the company’s recent announcement that it was exploring options to separate and isolate its underperforming LTC business. "While Genworth has meaningful holding company resources, including its stake in its global mortgage insurance operations and net cash and investments of over $1 billion, it has modest dividend capacity in aggregate from its insurance subsidiaries, relative to its debt load," said Moody's Senior Vice President Scott Robinson. "Furthermore, although Genworth has been successful with a number of transactions over the past year, and recently redeemed its 2016 debt maturity, the larger upcoming debt maturities -- in 2018, and especially 2020 and 2021 -- weigh on our view of the company’s financial flexibility." The credit rating agency said the downgrade of the IFS ratings of GLIC/GLICNY to Ba1 from Baa1 is due to the deterioration in the holding company's financial flexibility, as well as the two companies’ expected further concentration in long duration and volatile LTC business given the company's plan to separate and isolate the LTC business. Specifically, the downgrade reflects GLIC/GLICNY's stand-alone credit profile given its LTC concentration, and removes the rating uplift previously provided by the diversification within the companies and embedded profits in the life and annuity business in GLAIC. The downgrade of the IFS rating of GLAIC to Baa2 from Baa1 is due to the deterioration of the company's business profile, as evidenced by its poor life and annuity sales and anticipated runoff status, as well as the deterioration in the group’s financial flexibility. Commenting on the stable outlook on the Ba3 holding company senior debt rating, Moody’s noted that while the company is in a state of transition, its expectation is that the current ratings are appropriately positioned at the new level. Furthermore, the stable outlook on the ratings reflects Moody’s view that additional material deterioration is unlikely to occur over the 12-18 month time horizon of an outlook, as well as the fact that at the lower rating level, more potential volatility from Genworth is anticipated and incorporated into the current rating. Moody's added that its confirmation of GMICO's Ba1 IFS rating with a stable outlook balances GMICO's improving fundamentals, including compliance with Fannie Mae's and Freddie Mac's capital standards, against the deterioration of financial flexibility at Genworth Holdings, as reflected in Moody's downgrade of the holding company's debt. Because of the group's weakened financial flexibility, Moody's believes that GMICO is unlikely to receive meaningful support from the group if the need arose and, conversely, would likely pay dividends to the parent once meaningful dividend capacity has been restored. Rating Drivers -- US life insurance operating subsidiaries Moody's stated that these factors could result in GLAIC's rating being upgraded: 1) stability in statutory earnings and return on statutory surplus greater than 10%, and 2) improvement in financial flexibility at the holding company (i.e., reduction in and/or refinancing of 2018 and 2020/2021 debt maturities). Moody's stated that the following factors could result in GLIC's/GLICNY's ratings being upgraded: 1) significant LTC rate approvals and/or other actions that help grow margins in the legacy LTC book of business, and 2) improvement in financial flexibility at the holding company (i.e., reduction in and/or refinancing of 2018 and 2020/2021 debt maturities). Conversely, factors that could result in a downgrade of GLAIC's rating include: 1) RBC ratio less than 350% of company action level (CAL), 2) return on statutory surplus less than 5%, and 3) lack of progress in addressing upcoming debt maturities in 2018 and 2020/2021. Factors that could result in a downgrade of GLIC's/GLICNY's ratings include: 1) further deterioration of the margins on LTC reserves, increasing the probability of a material reserve charge in the future, 2) RBC ratio less than 300% CAL, and 3) denial of LTC rate approvals, pressuring reserve adequacy of legacy LTC business. Rating Drivers -- US mortgage insurance An improvement in the group's financial flexibility, including a clear path to managing the debt maturities in 2018 and 2020/2021, could lead to an upgrade of GMICO's rating. Conversely, a further decline in the group's financial flexibility or non-compliance with Fannie Mae's and Freddie Mac's capital standards could lead to a downgrade of GMICO. Rating Drivers -- Holding company These could result in an upgrade of the holding company's ratings: 1) An upgrade of Genworth's life insurance subsidiaries and/or an upgrade of the US MI operations; and 2) successful separation and isolation of the LTC business and improvement of holding company financial flexibility (i.e., reduction in and/or refinancing of 2018 and 2020/2021 debt maturities). Conversely, these could result in a downgrade of the holding company's ratings: 1) further downgrade of the US life insurance operations; and 2) lack of progress in addressing upcoming debt maturities in 2018 and 2020/2021. These ratings were downgraded with a stable outlook: Genworth Holdings, Inc.: backed senior unsecured to Ba3 from Ba1, backed junior subordinate to B1 (hyb) from Ba2 (hyb), backed provisional senior unsecured shelf to (P)Ba3 from (P)Ba1, backed provisional subordinate shelf to (P)B1 from (P)Ba2; Genworth Life Insurance Company: insurance financial strength to Ba1 from Baa1; Genworth Life Insurance Company of New York: insurance financial strength to Ba1 from Baa1; General Repackaging ACES SPC 2007-2, 3, 7: funding agreement- backed senior secured notes to Ba1 from Baa1; Genworth Life and Annuity Insurance Company: insurance financial strength to Baa2 from Baa1. Genworth Global Funding Trusts: funding agreement-backed senior secured MTN notes to Baa2 from Baa1. This rating was confirmed with a stable outlook: Genworth Mortgage Insurance Corporation -- Ba1 insurance financial strength. Genworth Holdings is the intermediate holding company of Genworth Financial, Inc., an insurance and financial services holding company headquartered in Richmond, Virginia. The group reported a net operating loss of $255 million for 2015, compared with a loss of $398 million for period one year earlier. The principal methodologies used in rating Genworth Holdings, Inc. were Global Life Insurers published in December 2015, and Mortgage Insurers published in December 2015. The principal methodology used in rating Genworth Mortgage Insurance Corporation was Mortgage Insurers published in December 2015. The principal methodology used in rating Genworth Life Insurance Company, Genworth Life Insurance Company of New York, General Repackaging ACES SPC 2007-2, General Repackaging ACES SPC 2007-3, General Repackaging ACES SPC 2007-7, Genworth Life and Annuity Insurance Company, and Genworth Global Funding Trusts was Global Life Insurers published in December 2015. Moody's insurance financial strength ratings are opinions of the ability of insurance companies to pay punctually senior policyholder claims and obligations. GLOBAL ENERGY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Global Energy Efficiency Holdings, Inc. 14 Bruckner Blvd, 3rd Floor Bronx, NY 10454 Case No.: 16-10289 Chapter 11 Petition Date: February 7, 2016 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Armando Llorens, Esq. FURGANG & ADWAR LLP 1325 Avenue of the Americas, 28th Fl New York, NY 10019 Tel: 212-725-1818 Fax: 212-725-1818 Email: armando@furgang.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by Vladimir Reynoso, chief executive officer. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb16-10289.pdf GOLDEN MARINA: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Golden Marina Causeway, LLC 5611 Walnut Ave. Downers Grove, IL 60516 Case No.: 16-03587 Chapter 11 Petition Date: February 5, 2016 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Carol A. Doyle Debtor's Counsel: Jeffrey K. Paulsen, Esq. THE LAW OFFICE OF WILLIAM J. FACTOR, LTD 105 W. Madison, Suite 1500 Chicago, IL 60602 Tel: (312) 878-0969 Email: jpaulsen@wfactorlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lawrence D. Fromelius, manager. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb16-03587.pdf HANCOCK FABRICS: Feb. 10 Meeting Set to Form Creditors' Panel ------------------------------------------------------------- Andy Vara, Acting United States Trustee of Region 3, will hold an organizational meeting on Feb. 10, 2016, at 10:00 a.m. in the bankruptcy case of Hancock Fabrics, Inc., et al. The meeting will be held at: The DoubleTree Hotel 700 King St., Salon D Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. HASKELL PROPERTIES: Tells Court Buyout Conferred Cleanup Coverage ----------------------------------------------------------------- Martin Bricketto at Bankruptcy Law360 reported that Haskell Properties LLC on Feb. 2, 2016, urged a New Jersey appeals court to breathe new life into its suit for environmental cleanup coverage against carriers that insured the bankrupt former owner of a contaminated property, contending that it was properly assigned the policies through an asset purchase deal. Haskell wants to unwind the dismissal that Great American Insurance Co. of New York, American Insurance Co., Fireman's Fund Insurance Co., and St. Paul Fire & Marine Insurance Co. won in 2014. Haskell Properties, Inc., a real estate agent, filed a Chapter 11 petition (Bankr. M.D.N.C. Case No. 08-80596) in Durham, North Carolina on April 21, 2008. J. Marshall Shelton, Esq., at Ivey, McClellan, Gatton & Talcott, LLP, in Greensboro, North Carolina, serves as counsel. The Debtor estimated $1 million to $10 million in assets and debt. HENRY LONDON ANDERSON: Law Firm Loses Ch. 11 Fees Due to Tax Lien ----------------------------------------------------------------- Diane Davis, writing for Bloomberg Brief - Distress & Bankruptcy, reported that a secured tax claim owed by a debtor takes priority in a Chapter 7 liquidation over the legal fees owed to a law firm that represented the debtor in his Chapter 11 case, which was later converted to one under Chapter 7, the U.S. Court of Appeals for the Fourth Circuit held Jan. 26. According to the report, as a result of the Fourth Circuit's ruling on the tax subordination issue, the law firm that represented the debtor in his Chapter 11 case won't receive nearly $200,000 in administrative expenses because there won't be enough money left out of the bankruptcy estate after paying the IRS's secured tax claim. Affirming the bankruptcy and district court judgment, Judge Pamela Harris concluded that Bankruptcy Code Section 724(b)(2), which governs the subordination of tax liens to administrative claims, shouldn't be applied retroactively because conversion of the debtor's Chapter 11 case to one under Chapter 7 liquidation occurred after the technical amendments to the statute were adopted, the report related. The appeals case is STUBBS & PERDUE, P.A., Appellant, v. JAMES B. ANGELL, Chapter 7 Trustee, Trustee-Appellee, and UNITED STATES OF AMERICA, Appellee, No. 15-1316 (4th Cir.), In Re: HENRY LONDON ANDERSON, JR., Debtor. A full-text copy of the Opinion dated Jan. 26, 2016, is available at http://is.gd/oi8Jp4from Leagle.com. ARGUED: Trawick Hamilton Stubbs, Jr., Esq. -- tstubbs@stubbsperdue.com -- STUBBS & PERDUE, P.A., New Bern, North Carolina, for Appellant. Paul Andrew Allulis, UNITED STATES DEPARTMENT OF JUSTICE, Washington, D.C.; James B. Angell, Esq. -- jangell@hsfh.com -- HOWARD, STALLINGS, FROM, HUTSON, ATKINS, ANGELL & DAVIS, P.A., Raleigh, North Carolina, for Appellees. ON BRIEF: Joseph Z. Frost, Esq. -- jfrost@stubbsperdue.com -- STUBBS & PERDUE, P.A., Raleigh, North Carolina, for Appellant. Caroline D. Ciraolo, Acting Assistant Attorney General, Thomas J. Clark, Tax Division, UNITED STATES DEPARTMENT OF JUSTICE, Washington, D.C.; Thomas G. Walker, United States Attorney, OFFICE OF THE UNITED STATES ATTORNEY, Raleigh, North Carolina; Nicholas C. Brown, Esq. -- nbrown@hsfh.com -- HOWARD, STALLINGS, FROM, HUTSON, ATKINS, ANGELL & DAVIS, P.A., Raleigh, North Carolina, for Appellees. HII TECHNOLOGIES: Creditors Seek to End Apache's Plan Exclusivity ----------------------------------------------------------------- The Ad Hoc Committee of Unsecured Creditors of debtor Apache Energy Services LLC asks the Bankruptcy Court to terminate the exclusive period in which only AES may file a plan of reorganization. The Ad Hoc Committee believes that any chapter 11 plan to be proposed by HII Technologies, Inc., and the other jointly administered debtors will be a liquidating plan that will in essence substantively consolidate the assets of all debtors. The Ad Hoc Committee wishes to pursue and propose an alternative to a jointly administered plan. In addition, the Ad Hoc Committee believes that a plan that preserves in some manner the on-going value of AES's assets and/or business must be expeditiously pursued. Debtors Object HII Technologies, Inc., and its debtor-affiliates object to the motion to terminate the exclusive period with respect to Apache Energy Services. According to the Debtors, the Ad Hoc Committee would bear a heavy burden under any scenario, but it bears an especially heavy burden given that it seeks to terminate exclusivity prior to the expiration of the initial 120-day and 180-day periods provided by the Bankruptcy Code. The Ad Hoc Committee, the Debtors argue, has failed to establish cause and the Motion should be denied. The Debtors point out that the Ad Hoc Committee has alleged no facts sufficient to establish cause for terminating exclusivity. They note that the Ad Hoc Committee's argument that cause exists, boils down to its belief that it could propose a better plan for Debtor AES. However, courts have previously held that this is insufficient to establish cause to terminate exclusivity, the Debtors tell the Court. The Official Committee of Unsecured Creditors of HII Technologies, Inc., has joined in the Debtors' objection. The Ad Hoc Committee of AES Unsecured Creditors is represented by: Leonard H. Simon, Esq. Pendergraft & Simon, L.L.P. 2777 Allen Parkway, Suite 800 Houston, Texas 77019 Tel: (713) 737-8207 Fax: (832) 202-2810 E-mail: lsimon@pendergraftsimon.com - and - Joan Kehlhof, Esq. Wist Holland & Kehlhof 720 North Post Oak Road, Suite 610 Houston, Texas 77024 Tel: (713) 686-5444 Fax: (713) 686-0703 E-mail: jkehlhof@whkllp.com The Official Committee is represented by: W. Steven Bryant, Esq. Elizabeth M. Guffy, Esq. Locke Lord LLP 600 Travis Street, Suite 2800 Houston, Texas 77002 Tel: (713) 226-1489 Fax: (713) 229-2536 Email: sbryant@lockelord.com eguffy@lockelord.com About HII Technologies HII Technologies, Inc., Apache Energy Services, LLC, Aqua Handling of Texas, LLC, Hamilton Investment Group, Inc., and Sage Power Solutions, Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. proposed lead case No. 15-60070) on Sept. 18, 2015. Judge David R Jones is assigned to the cases. HII Technologies (HIITQ) is a publicly-traded oilfield services company which entered the hydraulic fracturing water management business via acquisition of Apache Energy Services dba AES Water Solutions in September 2012. HII Technologies currently has only one employee, its CEO, Matt Flemming. HII Technologies reported assets of $17.6 million and liabilities of $26.5 million as of July 31, 2015. The Debtors tapped McKool Smith P.C. as counsel, and Stout Risius Ross, Inc. for management and restructuring services. On Sept. 29, 2015, HII Technologies appointed Power Reserve Corp., Bold Production Services LLC, and Black Gold Energy LLC to serve on its official committee of unsecured creditors. On Oct. 7, Black Gold was replaced by Worldwide Power Products LLC. HORSEHEAD HOLDING: Feb. 16 Meeting Set to Form Creditors' Panel --------------------------------------------------------------- Andy Vara, Acting United States Trustee of Region 3, will hold an organizational meeting on Feb. 16, 2016, at 1:00 p.m. in the bankruptcy case of Horsehead Holding Corp., et al. The meeting will be held at: The DoubleTree Hotel 700 King St. Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. HOUGHTON MIFFLIN: Moody's Lowers Company Family Rating to B2 ------------------------------------------------------------ Moody's Investors Service downgraded Houghton Mifflin Harcourt Publishers Inc.'s senior secured bank credit facility rating to B2 from B1. The Speculative Grade Liquidity Rating was lowered to SGL-2 from SGL-1. Moody's also downgraded the company's Corporate Family Rating to B2 and its Probability of Default Rating to B3-PD. The rating outlook is stable. The action reflects underperformance of HMH business relative to expectations, combined with a more aggressive financial policy toward share buybacks. Houghton Mifflin Harcourt Publishers Inc.: Ratings Downgraded: Corporate Family Rating, downgraded to B2 from B1 Probability of Default Rating, downgraded to B3-PD from B1-PD Speculative Grade Liquidity Rating, lowered to SGL-2 from SGL-1 $800 million senior secured term loan due 2021, downgraded to B2 (LGD3) from B1 (LGD4) Outlook Action: Outlook is Stable RATINGS RATIONALE The rating downgrade reflects Moody's concerns regarding K-12 education market, due to weaker than expected performance in the open territory markets in 2015 and expectations of light adoptions in 2016. While the company has been able to maintain market share, HMH's performance through the first nine months of 2015 was weaker than expected, both in terms of currently recognized revenue and billings for new sales (including a lower than expected contribution to deferred sales) resulting in material increase in leverage from 2.3x debt-to-cash EBITDA to 3.8x pro-forma for estimated full year contribution of the EdTech business. While the adoption schedule was expected to be weak over 2015-2016, the open territory market sales were below expectations, resulting in HMH having lower sales within this segment. Cash EBITDA margins have also declined from 29% to 17%, as HMH continued to fund growth investments. Since the open territory market is likely to have more discretionary purchasing of its education materials, we estimate that this market weakness will continue into 2016, resulting in flat or slightly negative top line growth for HMH (with margins remaining in high-teens), at a minimum until 2017, when there will be a more robust educational materials adoption market within which HMH performs well. Furthermore, Moody's remains concerned regarding the company's financial policies and its aggressive usage of debt to fund share buy-backs, thereby resulting in higher leverage and reduced liquidity in weaker demand periods. The company raised an incremental $300 million of debt to use for share buybacks contemporaneously with its EdTech acquisition financing, and had this debt not been raised, HMH would be better positioned to withstand an unanticipated performance deterioration within the open territory market. Moody's expects the company's leverage to remain near 4x debt-to-cash EBITDA over the next 12 months without any incremental debt raise. Assuming the company's execution of an announced incremental debt raise of $250 million, debt-to-cash EBITDA leverage may rise to the high 4x range, further pressuring downward the B2 rating. Moody's estimates free cash flow to debt to be in low-teens without additional incremental share buybacks over the next 12 months. The stable outlook incorporates weaker K-12 market over the next 12 months, and HMH maintenance of its current market-share over the forecast horizon. Moody's anticipates HMH earnings to stay flat to slightly down through 2016 and expects the company to manage its cost-base appropriately should actual sales and billings miss expectations. The outlook also incorporates good liquidity, with proactive cash management during seasonal working capital swings. The outlook also incorporates the potential for a $250 million debt-funded share repurchase. Ratings could be downgraded if investment spending or operating weakness leads to free cash flow-to-debt being sustained below 7% (including Moody's standard adjustments). Market share erosion, extended delays in local or state spending on education materials, or additional debt financed acquisitions or shareholder distributions resulting in debt-to-cash EBITDA being sustained above 5.0x (including Moody's standard adjustments, changes in deferred revenue, and cash pre-publication costs as a reduction in EBITDA) could also result in a downgrade. A deterioration of liquidity would reduce the company's flexibility to invest and execute its growth initiatives and could lead to downward rating pressure. Ratings could be upgraded if Moody's believes the company is performing well above expectations in the open market territories, with commensurate market share and operating increase. A sustained debt-to-cash EBITDA leverage of less than 3x and free cash flow to debt in high-teens would also be needed to be considered for a rating upgrade. The company would also need to maintain a solid liquidity position to deal with seasonal working capital swings and acquisitions to be considered for an upgrade. Finally, Moody's would need to be assured that management will adhere to operating and financial policies that are consistent with a higher rating including acceptable leverage and prudent levels of shareholder distributions. The principal methodology used in these ratings was Global Publishing Industry published in December 2011. Houghton Mifflin Harcourt Company, headquartered in Boston, MA, is one of the three largest U.S. education publishers focusing on the K-12 market with an estimated $1.5 billion of reported revenue for the 12 months ended Sept. 30, 2015, pro forma for full year impact of EdTech acquisition. Houghton Mifflin Harcourt Company is the ultimate parent of Houghton Mifflin Harcourt Publishers, Inc. (HMH), which is a joint and several co-borrower of the rated debt along with Houghton Mifflin Harcourt Publishing Company and HMH Publishers LLC. The largest shareholder is Anchorage Capital with approximately 15% ownership of the company; Lazard Asset Management, Fidelity Investments and the Vanguard Group each hold 5% - 8%, with the remainder being widely held. IASIS HEALTHCARE: Moody's Affirms B2 CFR, Outlook Stable -------------------------------------------------------- Moody's Investors Service raised the Speculative Grade Liquidity Rating of IASIS Healthcare LLC (IASIS) to SGL-2 from SGL-3. Moody's also affirmed all other existing ratings of the company, including the B2 Corporate Family Rating, the B2-PD Probability of Default Rating, and the Ba3 senior secured and the Caa1 senior unsecured instrument ratings. The outlook is stable. Raising the Speculative Grade Liquidity Rating to SGL-2 reflects Moody's expectation that the company will operate with good liquidity over the next 12 to 18 months. The improvement in IASIS' liquidity reflects the establishment of a new five year $207.4 million revolving credit facility (not rated by Moody's) to replace the $300 million facility set to expire in May 2016. While the new revolver is smaller in size, Moody's believes that the company's revolving credit facility, along with cash flow and a considerable cash balance, provide sufficient liquidity sources to address the company's operating and capital spending needs, including an upcoming IT conversion. The affirmation of IASIS' B2 Corporate Family Ratings reflects Moody's expectation that the company will continue to operate with very high financial leverage and modest interest coverage over the next year. However, improving trends at both the company's acute care hospitals and at Health Choice, a subsidiary providing managed care and insurance services, will likely reduce debt/EBITDA closer to 6.5 times by IASIS' September 30, 2016 fiscal year end. Rating raised: Speculative Grade Liquidity Rating to SGL-2 from SGL-3 Ratings affirmed: Corporate Family Rating at B2 Probability of Default Rating at B2-PD Senior secured credit facilities at Ba3 (LGD2) Senior unsecured notes at Caa1 (LGD5) The rating outlook is stable. RATINGS RATIONALE IASIS' B2 Corporate Family Rating reflects Moody's expectation that the company will continue to operate with very high financial leverage. Moody's expects EBITDA growth to result in a modest reduction in leverage as recent asset sales in the acute care business allow for more focused investment in remaining markets and the Health Choice business continues to grow. Moody's believes IASIS will not generate meaningful free cash flow, thereby limiting the ability to reduce leverage through voluntary debt repayment. Further, the company will continue to operate with significant concentrations in a few highly competitive markets. The stable rating outlook incorporates Moody's expectation that financial leverage will decline over the next 12 months through EBITDA growth but still remain very high. The outlook also reflects Moody's expectation that the company will look to supplement organic growth with acquisitions or continued investment in existing markets using its available cash balance. Given Moody's expectation that leverage will remain high and that the majority of available cash will be used to reinvest in the business in lieu of debt repayment, an upgrade of the ratings is not anticipated in the near term. However, Moody's could upgrade the ratings if adjusted debt/EBITDA improves and is expected to be sustained below 5.0 times through either debt repayment, growth in EBITDA or through an initial public offering. Moody's could downgrade the ratings if the company does not reduce debt to EBITDA closer to 6.5 times over the next 12 months. Moody's could also downgrade the ratings if cash flow declines and results in sustained negative free cash flow. This could transpire if the company experiences disruption from a major IT conversion, growth at Health Choice is not sustainable, or from trends in the acute care business, including weak volumes or market specific issues such as changes to reimbursement in any of the company's markets. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. IASIS Healthcare LLC, a wholly owned subsidiary of IASIS Healthcare Corporation (collectively IASIS), headquartered in Franklin, Tennessee is an owner operator of acute care hospitals in high growth urban and suburban markets. IASIS also owns and operates Health Choice, a managed care operation that includes health plans, third party management and administrative services (MSO) and accountable care network development and management. IASIS recognized approximately $2.8 billion in revenues in the fiscal year ended Sept. 30, 2015. JAMES RIVER: Plan Confirmation Hearing Set for March 10 ------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Virginia approved the adequacy of the disclosure statement describing the Chapter 11 plan of liquidation filed by James River Coal Company and its debtor-affiliates. The Court set March 3, 2016, at 4:00 p.m. (prevailing Eastern Time) as deadline to vote on the Debtors' plan. A hearing is scheduled for March 10, 2016, at 1:00 p.m. (prevailing Eastern Time) to confirm the Debtors' plan. Objections to the confirmation of the Debtors' plan must be filed no later than 4:00 p.m. (prevailing Eastern Time) on March 3, 2016. As reported by the Troubled Company Reporter on Jan. 7, 2016, the Debtors' Plan contemplates the liquidation and dissolution of the Debtors and the resolution of all outstanding claims against, and interests in, the Debtors. The Debtors, in August 2014, sold their Hampden Mining Complex (including the assets of Logan & Kanawha Coal Company, LLC), the Hazard Mining Complex and the Triad Mining Complex for $52 million plus the assumption of certain environmental and other liabilities, to a unit of Blackhawk Mining. In December 2014, the Debtors sold their mines commonly referred to as the Bell Complex and the Bledsoe Complex, along with certain assets of debtor Laurel Mountain Resources, LLC, to Revelation Energy, LLC for $2 million plus the assumption of liabilities. With the assistance of Great American Global Partners, LLC, the Debtors sold equipment excluded from the Revelation sale for $4.9 million. The Debtors' remaining assets currently consist of, among other things, cash, accounts receivable, avoidance actions, interests in collateral held by third party insurers and surety bond providers and tax refunds and deposits. The Plan provides for the Debtors' assets already liquidated or to be liquidated over time and the proceeds thereof to be distributed to Holders of Allowed Claims in accordance with the terms of the Plan. The plan administrator, or, a liquidating trust, will be the means to effect such liquidation and distribution. The Debtors will be dissolved as soon as practicable after the Effective Date. The projected recoveries under the Plan are: Projected Class & Description Proposed Treatment Recovery ------------------- ------------------ -------- 1A-34A Other Priority Claims Unimpaired. Payment in full in Cash; or other treatment that will render the Claim Unimpaired. 100% 1B-34B Secured Claims Unimpaired. Payment in full in Cash, to the extent of the value of the holder's secured interest in such Collateral; or other treatment that will render the Claim Unimpaired. 100% 1C; 2C-34C 7.875% Senior Notes Parent Claims; 7.875% Senior Notes Guarantee Claims Impaired. Subject to Section 3.2(c) of the Plan, each Holder of an Allowed 7.875% Senior Notes Parent Claim shall be entitled to its Ratable Share of Total Distributable Cash. 3.8% 1D; 2D-34D 10.00% Convertible Senior Notes Parent Claims; 10.00% Convertible Senior Notes Guarantee Claims Impaired. Subject to Section 3.2(d) of the Plan, each Holder of an Allowed 10.00% Convertible Senior Notes Parent Claim will be entitled to its Ratable Share of Total Distributable Cash. 1.75% 1E; 2E-34E PBGC Parent Claims; PBGC Subsidiary Claims Impaired. Subject to Section 3.2(e) of the Plan, on account of any Allowed PBGC Parent Claim, PBGC shall be entitled to such Allowed PBGC Parent Claim's Ratable Share of Total Distributable Cash. 3.8% 1F-34F General Unsecured Claims Impaired. Subject to Section 3.2(f), each Holder of an Allowed General Unsecured Claim shall be entitled to its Ratable Share of Total Distributable Cash. 1.0% (Debtor Group 1) Or 0.5% (Debtor Group 2) 1G-34G Subordinated Claims Impaired. No distribution. 0% 1H-34H Intercompany Claims Impaired. Cancelled; no distribution. 0% 1I Interests in James River Impaired. No distribution. 0% 1J; 2I-34I Interests in Subsidiary Debtors Unimpaired. Reinstated. 100% Under the Plan, holders of Claims in Classes 1C; 2C-34C, 1D; 2D-34D, 1E; 2E-34E and 1F-34F are impaired and are entitled to vote on the Plan. Holders of Claims and Interests in Classes 1G-34G, 1H-34H and 1I are impaired and will not receive or retain any property under the Plan on account of such claims or interests and, therefore, are not entitled to vote on the Plan and deemed to reject the Plan. A copy of the Disclosure Statement for the Liquidating Plan filed Dec. 22, 2015, is available for free at: http://bankrupt.com/misc/James_River_1565_DS_Liq_Plan.pdf About James River Coal James River Coal Company is a producer and marketer of coal in the Central Appalachia ("CAPP") and the Midwest coal regions of the United States. James River's principal business is the mining, preparation and sale of metallurgical coal, thermal coal (which is also known as steam coal) and specialty coal. James River and 33 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in Richmond, Virginia, on April 7, 2014. The petitions were signed by Peter T. Socha as president and chief executive officer. Judge Kevin R. Huennekens oversees the Chapter 11 cases. On the petition date, James River Coal disclosed total assets of $1.06 billion and total liabilities of $818.6 million. The Debtors are represented by Tyler P. Brown, Esq., Henry P. (Toby) Long, III, Esq., and Justin F. Paget, Esq. at Hunton & Williams LLP of Richmond, VA and Marwill S. Huebner, Esq, Brian M. Resnick, Esq., and Michelle M. McGreal, Esq. at Davis Polk & Wardwell LLP of New York, NY. Kilpatrick Townsend & Stockton LLP serves as the Debtors' special counsel. Perella Weinberg Partners L.P. is the Debtors' financial advisor. Deutsche Bank Securities Inc. serves as the Debtors' investment banker and M&G advisor. Epiq Bankruptcy Solutions, LLC, acts as the debtors' notice, claims and administrative agent. The U.S. Trustee for Region 4 has appointed five creditors to the Official Committee of Unsecured Creditors. Michael S. Stamer, Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq., Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at LeClairRyan. The Debtors, in August 2014, won authority to sell the Hampden Mining Complex (including the assets of Logan & Kanawha Coal Company, LLC), the Hazard Mining Complex (other than the assets of Laurel Mountain Resources LLC) and the Triad Mining Complex for $52 million plus the assumption of certain environmental and other liabilities, to a unit of Blackhawk Mining. The Buyer is represented by Mitchell A. Seider, Esq., and Charles E. Carpenter, Esq., at Latham & Watkins LLP. JCBG INCORPORATED: Closes, Sale of Liquor License & Property OK'd ----------------------------------------------------------------- The Hon. Andrew B. Altenburg of the U.S. Bankruptcy Court for the District of New Jersey has approved the sale of Coastline Restaurant's liquor license for more than $1 million to the Village at Woodcrest, court documents say. Barbara Boyer at Pilly.com relates that Judge Altenburg also approved the sale of the Company's property at 1240 Brace Road for more than $2.5 million to Orens Development Inc. The sales were expected to close in early to mid-February, Pilly.com states, citing Dino S. Mantzas, Esq., at the Law Office of Dino S. Mantzas, the Company's bankruptcy counsel. Mr. Mantzas, according to the report, said that the contents of the business also will be scheduled for sale, as the Company would liquidate all its assets and become insolvent. Coastline Restaurant, which operated for almost 40 years on Brace Road and closed earlier in January 2016, Jim Walsh at Courier-Post reports. Headquartered in Cherry Hill, New Jersey, JCBG Incorporated -- aka Coastline Restaurant and Coastline Bar and Grill -- filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No. 15-22426) on July 1, 2015, listing $3.7 million in total assets and $4.7 million in total liabilities. The petition was signed by Dawn Mourtos, president. Judge Andrew B. Altenburg Jr. presides over the case. Dino S. Mantzas, Esq., at the Law Office of Dino S. Mantzas serves as the Company's bankruptcy counsel. JOSEPH DETWEILER: Wins Partial Summary Judgment in Sequatchie Suit ------------------------------------------------------------------ Sequatchie Mountain Creditors allege in their complaint that Debtor Joseph Detweiler's misrepresentations and fraudulent conduct caused $13,500,000 in non-dischargeable damages. The Debtor moves for summary judgment on all of the Plaintiffs' claims, arguing that the Plaintiffs cannot pierce the corporate veil to assert liability and that the debts are dischargeable. The Plaintiffs object, arguing that the Debtor's own unlawful conduct creates liability, the corporate veil can be pierced, and that the debts are nondischargeable because of the Debtor's fraudulent acts. In a Memorandum Opinion dated January 25, 2016, which is available at http://is.gd/xjtby3from Leagle.com, Judge Russ Kendig of the United States Bankruptcy Court for the Northern District of Ohio, Eastern Division, granted the Debtor's motion for summary judgment regarding all of the Plaintiffs' claims that the debt is nondischargeable. Further, the Court granted summary judgment on Plaintiffs Wesley Jinks, Mary Czaijka, Ana Rodriguez, William King, Manuel Real, Gene Renz, Joyce Rence, and the Estate of John Hallman's claim that the debt is non-dischargeable. Judge Kendig denied the Debtor's motion for summary judgment regarding Plaintiffs Catherine Walton, Dennis Walton, Denise Voyles, Anthony Voyles, Constance Van Doren, William Van Doren, Deborah Valvo, Michael Valvo, Susan Stone, George Stone, Dianne Schmid, Joseph Schmid, Gayne Meadows-Roberts, Robert Roberts, Flora Rela, Federico Pratts, Elida Perez, Julio Perez, Lana Meschino, Paul Meschino, Mary Olivas, Frank Meier, Ellen McAvoy, Charles McAvoy, Sharyn Roettger, Stan Malecki, Irmgard Lisi, Ronald Kroll, Diana King, Baeley Jaikaran, Katie Hoehn, Ryan Hoehn, Bonnie Hill, Robert Hill, Fred Hearn, Donna Hauser, Richard Hauser, Wanda Crowell, Julius Harris, Shirley Hallman, Diana Graham, Thomas Graham, Gay Glassman, Deborah Friske, Robert Friske, Carol Ferkinoff, Marvin Ferkinoff, Richard Czajka, Mary Lou Constant, Robert Constant, Christine Clewes, Carol Charland, William Charland, Diane Beaudoin, Daniel Beaudoin, Lisa Allen, Robert Allen, Mary Alice Agusta, and Vincent Agusta's, claims that the debt is nondischargeable. IN RE: JOSEPH J. DETWEILER, Chapter 11, Debtor. SEQUATCHIE MOUNTAIN 63377, Adv. No. 09-6118 (Bankr. N.D. Ohio). Sequatchie Mountain Creditors, Plaintiff, is represented by Peter G. Tsarnas, Esq. -- ptsarnas@goldman-rosen.com -- Goldman & Rosen, Ltd. Wesley Jinks, Plaintiff, is represented by Valerie W. Epstein, Esq. -- Epstein Law Firm, PLLC. Joseph J. Detweiler, Defendant, is represented by Aletha M. Carver, Esq. -- acarver@kwgd.com -- Krugliak, Wilkins, Griffiths & Dougherty, Anthony J DeGirolamo, Matthew W. Onest, Esq. -- monest@kwgd.com -- Krugliak, Wilkins, Griffiths & Dougherty, Stephan R. Wright, Fleissner, Esq. -- swright@fleissnerfirm.com -- Davis and Johnson, Scott M Zurakowski, Esq. -- szurakowski@kwgd.com -- Krugliak, Wilkins, Griffiths & Dougherty Joseph J. Detweiler filed a chapter 11 petition (Bankr. N.D. Ohio Case No. 09-63377) on Aug. 17, 2009. KALOBIOS PHARMACEUTICALS: U.S. Trustee Wants Trustee or Chapter 7 ----------------------------------------------------------------- Kurt Orzeck at Bankruptcy Law360 reported that the U.S. trustee in the Delaware bankruptcy of KaloBios Pharmaceuticals Inc. on Feb. 1, 2016, recommended that management for the beleaguered company, previously led by recently arrested investor Martin Shkreli, be replaced by an independent trustee, or that the company face possible liquidation under Chapter 7. Acting U.S. Trustee Andrew R. Vara filed an emergency motion for an order directing the appointment of a Chapter 11 trustee or, in the alternative, for the bankruptcy to be converted to a Chapter 7 case. 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. KUZINA BY SOFIA: Files for Chapter 11 Bankruptcy Protection ----------------------------------------------------------- Jim Walsh at Courier-Post reports that Kuzina by Sofia has filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the District of New Jersey. Court documents show that the Company listed liabilities of between $100,000 and $500,000, versus assets of less than $50,000. Courier-Post quoted Dino Mantzas, Esq., the attorney for the Company, as saying, "Their intention is to continue operating." According to court filings made in the name of Kuzina Hospitality, the Company previously operated under bankruptcy protection from May 2012 through September 2014. Kuzina by Sofia is a Greek eatery based in Cherry Hill, New Jersey. It is run by Sofia Karakasidiou, and has operated since 2007 in the Sawmill Village shopping center. LEHMAN BROTHERS: Pulled $380M Out of Anglo Irish Prior to Ch. 11 ---------------------------------------------------------------- Joe Brennan, writing for Bloomberg Brief - Distress & Bankruptcy, reported that days before Lehman Brothers Holdings Inc. filed for bankruptcy in 2008, the U.S. investment bank pulled 350 million euros ($380 million) out of Anglo Irish Bank Corp., exacerbating the Irish lender's funding crisis. According to the report, an internal e-mail circulated between Anglo Irish executives on Sept. 12, 2008, showed the lender lost 2 billion euros in deposits over seven days, including from Lehman Brothers, according to documents shown to jurors at a trial of former finance executives in Dublin. The U.S. bank's withdrawal "was interesting as the Lehman crisis or collapse was only days away," said Una Ni Raifeartaigh, a prosecutor in the case against four former Irish bankers, said in the Dublin Circuit Criminal Court, the report related. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. * * * In October 2015, Lehman made its eighth distribution to creditors, bringing Lehman's total distributions to unsecured creditors to approximately $105.4 billion including (1) $77.2 billion of payments on account of third-party claims, which includes non-controlled affiliate claims and (2) $28.2 billion of payments among the Lehman Debtors and their controlled affiliates. As of September 2015, the trustee in charge of LBI has returned around $7.65 billion to the defunct brokerage's unsecured creditors, a recovery of about 35 cents on the dollar. LIQUID HOLDINGS: Feb. 11 Meeting Set to Form Creditors' Panel ------------------------------------------------------------- Andy Vara, Acting United States Trustee of Region 3, will hold an organizational meeting on Feb. 11, 2016, at 10:00 a.m. in the bankruptcy case of Liquid Holdings Group, Inc., et al. The meeting will be held at: The DoubleTree Hotel 700 King St., Salon D Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. LOGISTIC ENTERPRISES: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Logistic Enterprises, LLC 601 Trenton Road Ste D PMB 10 McAllen, TX 78504 Case No.: 16-70066 Chapter 11 Petition Date: February 5, 2016 Court: United States Bankruptcy Court Southern District of Texas (McAllen) Judge: Hon. Eduardo V Rodriguez Debtor's Counsel: Antonio Villeda, Esq. VILLEDA LAW GROUP 6316 N 10th St, Bldg. B McAllen, TX 78504 Tel: 956-631-9100 Email: avilleda@mybusinesslawyer.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Maria Lozano, member and representative. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. MALIBU LIGHTING: Seeks June 4 Extension of Plan Filing Period ------------------------------------------------------------- Malibu Lighting Corporation, et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend the period by which they have exclusive right to file a plan through and including June 4, 2016, and the period by which they have exclusive right to solicit acceptances of that plan through and including Aug. 3, 2016. On Nov. 19, 2015, the Court entered an order authorizing the sale of substantially all assets of National Consumer Outdoors Corporation f/k/a Dallas Manufacturing Company pursuant to an Asset Purchase Agreement dated November 12, 2015, between NCOC and Central Garden &Pet Company. On December 30, 2015, Outdoor Direct Corporation f/k/a The Brinkmann Corporation and Malibu Lighting Corporation entered into an APA with Sears Holdings Management Corp. for the sale of the remaining inventory of ODC and MLC. Pursuant to Court-approved Bid Procedures, the bid deadline was February 5, 2016, and an auction was held on February 9, 2016. According to Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, the Debtors, in consultation with the Official Committee of Unsecured Creditors, will need to begin the process of reconciling the proofs of claim received with their schedules of assets and liabilities. The Debtors, Mr. Pomerantz tells the Court, will use the extension to monetize substantially all of the remaining assets of the estates. Lastly, the extension will enable the Debtors to engage the secured lender, the Committee, and the Debtors' equity holder, in discussions on the appropriate exit strategy, he adds. The Debtors are also represented by Maxim B. Litvak, Esq., and Michael R. Seidl, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware. About Malibu Lighting Malibu Lighting Corporation, Outdoor Direct Corporation, National Consumer Outdoors Corporation, Beam Corporation, Smoke 'N Pit Corporation, Treasure Sensor Corporation and Stubbs Collections Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 15-12080) on Oct. 8, 2015. The petition was signed by David M. Baker as chief restructuring officer. Judge Kevin Gross is assigned to the case. The Debtors estimated both assets and liabilities of $10 million to $50 million. The Debtors have engaged Pachulski Stang Ziehl & Jones LLP as counsel, Piper Jaffray Co. as investment banker and Kurtzman Carson Consultants as claims and noticing agent. MLC was a manufacturer and supplier of outdoor and landscape lighting products, such as solar and low voltage lights and home security lights, including the parts and accessories associated with these products. ODC was a manufacturer and supplier of a variety of consumer goods, including (a) outdoor cooking products, such as outdoor gas grills, charcoal grills, smokers and fryers, (b) hand held lighting products, such as flashlights and spotlights, (c) landscape lighting products, and (d) parts and accessories associated with the foregoing products. MLC and ODC are currently winding down operations as a result of the termination of a business relationship with principal customer, Home Depot. NCOC is a manufacturer and supplier of both branded and private label pet bedding and pet accessory products. NCOC manufactures beds, accessories, and deodorizers for dogs as well as beds, scratching posts, and toys for cats. In addition, NCOC markets and sells boat covers manufactured primarily from Chinese suppliers. The Office of the U.S. Trustee appointed five creditors to the official committee of unsecured creditors. The committee is represented by Lowenstein Sandler PC. MEDRISK LLC: Moody's Assigns B2 CFR & Rates Credit Facilities Ba3 ----------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating and B2-PD Probability of Default Rating to MedRisk, LLC. At the same time, Moody's assigned Ba3 ratings to the company's proposed first lien senior secured credit facilities, including a $202.5 million first lien senior secured term loan and a $25 million revolving credit facility. This is the first time Moody's has rated MedRisk, LLC. The rating outlook is stable. All ratings are subject to Moody's review of final documentation. Proceeds from the term loan, along with rollover equity, cash equity from new private equity sponsor TA Associates, and mezzanine financing (unrated) provided by management and TA Associates were used to capitalize MedRisk LLC and pay transaction fees and expenses. Rating Assignments: Issuer: MedRisk, LLC Probability of Default Rating, B2-PD Corporate Family Rating, B2 Senior Secured Bank Credit Facility, Ba3 (LGD3) Senior Secured Term Loan, Ba3 (LGD3) Outlook, Assigned Stable RATINGS RATIONALE The B2 Corporate Family Rating reflects MedRisk's high financial leverage, position as a distant #2 specialized network provider in the workers' compensation market, small size and substantial customer concentration. Pro-forma for this transaction, Moody's estimates MedRisk's adjusted debt to EBITDA to be approximately 6.6x as of Nov. 30, 2015. The company's primary competitor is One Call Medical, Inc. (an indirect subsidiary of Opal Acquisition, Inc.; B3 stable). The rating is supported by the firm's strong value proposition to its payor clients and network providers, and its preference to pursue growth organically. The stable outlook reflects Moody's expectation that MedRisk will reduce financial leverage to below 6.0 times within the next 12-18 months through a combination of EBITDA growth and modest debt repayment. The stable outlook also reflects Moody's expectation that the company will be free cash flow positive and maintain good liquidity. Moody's does not expect an upgrade over the near-term due to the company's high financial leverage. Over time, the ratings could be upgraded if credit metrics improve and financial leverage is lowered such that adjusted debt to EBITDA is sustained below 4.5 times. The company would also need to effectively manage its growth as it increases its scale. The ratings could be downgraded if the company is unable to reduce adjusted leverage below 6.0 times over the next 12 to 18 months, if free cash flow turns negative, or liquidity deteriorates. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 2014. Based in King of Prussia, Pennsylvania, MedRisk, LLC is a provider of cost containment services for workers' compensation claims. The firm acts as an intermediary between healthcare payors, providers and patients by coordinating patient care and actively managing the claims management process for its clients. The company's clients include workers' compensation insurance carriers, third-party administrators, self-insured employers and government entities in the workers' compensation market. MedRisk reported revenues of approximately $324 million for the twelve months ended Nov. 30, 2015. METROPOLITAN AUTOMOTIVE: Asks for March 4, 2016 Bid Deadline ------------------------------------------------------------ Katy Stech, writing for The Wall Street Journal, reported that lawyers trying to sell California's Metropolitan Automotive Warehouse Inc., which fell into bankruptcy after saying it lost money expanding its online auto parts sales, want a bankruptcy judge to set a March 4, 2016 bid deadline for potential buyers. According to the Journal, Metropolitan Automotive Warehouse officials told Judge Wayne E. Johnson in court papers that several buyers are interested in purchasing the Los Angeles-area company out of bankruptcy at an auction. The company, combined with affiliate Star Auto Parts Inc., employs about 1,000 people, the Journal said. Metropolitan Automotive Warehouse officials didn't say how much buyers were offering to pay but proposed to reveal the value of the auction's opening bid by Feb. 12, the report related. One offer is expected to come from New York-based Parts Authority Inc., which called itself one of the largest distributors or automotive and truck parts on the East Coast in a document filed in U.S. Bankruptcy Court in Riverside, Calif., the report further related. About Metropolitan Automotive Metropolitan Automotive Warehouse, Inc. filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 16-10096) on Jan. 6, 2016. The petition was signed by Ron Turner, the president. The Debtor has estimated assets in the range $10 million to $50 million and estimated liabilities of $50 million to $100 million. Winthrop Couchot Professional Corporation serves as the Debtor's counsel. Judge Wayne E. Johnson has been assigned the case. Metropolitan Automotive Wholesale, Inc. is a family-owned Southern California-based business, distributing automotive aftermarket parts for the last 60 years, with operations in Southern California and Central California. The Debtor distributes aftermarket automotive parts to retail stores and also sells to and fulfills orders for various e-commerce customers. Star Auto Parts, Inc., a wholly-owned subsidiary of the Debtor, is a Southern California based retailer of aftermarket parts. Star sells aftermarket automotive parts directly to repair facilities also known as the "Do-it-for-Me" channel, end users, also known as the "Do-it-Yourself" channel, and businesses which own and operate vehicle fleets. The Debtors employ approximately 1,000 persons. METROPOLITAN BAPTIST: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Metropolitan Baptist Church 1200 Mercantile Lane Largo, MD 20020 Case No.: 16-00040 Chapter 11 Petition Date: February 5, 2016 Court: United States Bankruptcy Court for the District of Columbia (Washington, D.C.) Judge: Hon. Martin S. Teel, Jr. Debtor's Counsel: Wendell W. Webster, Esq. WEBSTER & FREDRICKSON, PLLC 1775 K Street, NW, Suite 600 Washington, DC 20006 Tel: 202- 659-8510 Fax: (202) 659-4082 Email: gspence@websterfredrickson.com wwebster@websterfredrickson.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Harry T. Jones, Jr. , Chair, Board of Trustees. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. MID-STATES SUPPLY: Case Summary & 20 Top Unsecured Creditors ------------------------------------------------------------ Debtor: Mid-States Supply Company, Inc. 1716 Guinotte Avenue Kansas City, MO 64120 Case No.: 16-40271 Type of Business: The Debtor supplies pipes, valves and fittings to ethanol, pipeline and power industries in the United States. Chapter 11 Petition Date: February 7, 2016 Court: United States Bankruptcy Court Western District of Missouri (Kansas City) Debtor's Counsel: Andrea M. Chase, Esq. SPENCER FANE LLP 1000 Walnut St., Ste. 1400 Kansas City, MO 64106 Tel: 816-474-8100 Fax: 816-474-3216 Email: achase@spencerfane.com - and - Lisa A. Epps, Esq. SPENCER FANE LLP 1000 Walnut Street, Suite 1400 Kansas City, MO 64106 Tel: 816-292-8881 Fax: 816-474-3216 Email: lepps@spencerfane.com - and - Scott J. Goldstein, Esq. SPENCER FANE LLP 1000 Walnut Street, Suite 1400 Kansas City, MO 64106 Tel: 816-292-8218 Fax: 816-474-3216 Email: sgoldstein@spencerfane.com - and - Eric L. Johnson, Esq. SPENCER FANE LLP 1000 Walnut St., Ste 1400 Kansas City, MO 64106 Tel: 816-292-8267 Fax: 816-474-3216 Email: ejohnson@spencerfane.com Debtor's Eric Glassman, Esq. Financial WINTER HARBOR LLC Advisor: 265 Franklin Street, 10th Floor Boston, MA 02110 Tel: (617) 275-5411 Debtor's SSG ADVISORS, LLC Investment Bankers: - and - FRONTIER INVESTMENT BANC CORPORATION Debtor's CFO TARSUS CFO SERVICES, LLC Services Provider: Debtor's EPIQ BANKRUPTCY SOLUTIONS, LLC Claims and Noticing Agent: Estimated Assets: $50 million to $100 million Estimated Debts: $50 million to $100 million The petition was signed by Stuart Noyes, chief restructuring officer. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Cameron Engineered Valves Trade Vendor $18,215,772 3250 Briarpark Dr Houston, TX 77042 Flowserve/ED Vogt Valve/Jeffer Trade Vendor $1,973,336 1511 Jefferson Sulphur Springs, TX 75482 Forum Valve Solutions Trade Vendor $948,607 10600 Corporate Drive Stafford, TX 77477 Texas Bolt Co. Trade Vendor $896,575 6300 West BY NW Blvd Houston, TX 77040 Emerson Process Management Trade Vendor $606,818 11100 Brittmoore Park DR Houston, TX 77041 ABZ Valves & Controls Trade Vendor $567,571 119 W. Main Madison, KS 66860 Texas Pipe & Supply Co. Trade Vendor $533,864 2330 Holmes RD Houston, TX 77051 Global Stainless Supply Trade Vendor $526,324 9040 Railwood Drive Houston, TX 77078 Ameri-Forge Trade Vendor $493,210 945 Bunker Hill, Suite 500 Houston, TX 77024 Lamons Gasket Co. Trade Vendor $490,164 7300 Airport Blvd. Houston, TX 77061 Dynamic Products, Inc. Trade Vendor $468,511 16520 Peninsula Blvd. Houston, TX 77015 Global Pipe Supply Trade Vendor $445,401 8900 Railwood Drive Houston, TX 77078 Anchor Sales & Service Co. Trade Vendor $429,148 106 W. 31st St. Independence, MO 64055 IPSCO Tubulars Inc. Trade Vendor $408,978 2011-7th Avenue Camanche, IA 52730 Maverick International Ltd. Trade Vendor $405,075 1650 Brockman St. Beaumont, TX 77705 Multalloy Trade Vendor $344,317 8511 Monroe Blvd. Houston, TX 77061 Apollo Valves/Conbraco Trade Vendor $337,769 701 Matthews-Mint Hill Rd. Matthews, NC 28105 Flowserve/Durco Valve Div Trade Vendor $331,225 1978 Foreman Drive Cookeville, TN 38501 Steel Ventures, LLC DBA EXLTUB Trade Vendor $329,930 905 Atlantic Street N. Kansas City, MO 64116 Service Metal Products Trade Vendor $324,883 4001 N. Kingshighway St. Louis, MO 63115 MISSISSIPPI REGIONAL CANCER: Case Summary & Top Unsecured Creditor ------------------------------------------------------------------ Debtor: North Central Mississippi Regional Cancer Center, Inc. 764 Gillespie Street Jackson, MS 39202 Case No.: 16-00342 Chapter 11 Petition Date: February 5, 2016 Court: United States Bankruptcy Court Southern District of Mississippi (Jackson-3 Divisional Office) Judge: Hon. Edward Ellington Debtor's Counsel: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC 587 Highland Colony Pkwy. Ridgeland, MS 39157 Tel: 601 427-0048 Fax: 601-427-0050 Email: cmgeno@cmgenolaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jennifer Welch, director, vice president. The Debtor listed Albert Lee Abraham, Jr., as its largest unsecured creditor holding an unknown amount of claim. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/mssb16-00342.pdf MOLYCORP: Oaktree Objects to Mediation Privilege Order Stay Motion ------------------------------------------------------------------ OCM MLYCo CTB Ltd. ("Oaktree"), the Official Committee of Unsecured Creditors and debtors Molycorp, Inc., et al., object to the motion filed by Bloomberg L.P. before the U.S. Bankruptcy Court for the District of Delaware, seeking to stay and reconsider the Court's Mediation Privilege Order. Andrew R. Remming, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware, relates that the Court entered a Protective Order reflecting agreements reached between each of the Debtors, Oaktree, the Official Committee of Unsecured Creditors, and certain holders of Molycorp, Inc. 10% Senior Secured Notes, concerning the confidential nature of documents shared between the Parties through discovery. Mr. Remming further relates that the Court then entered a Mediation Procedures Order which specified that all communications made by the Parties in connection with the Mediation are confidential and should not be disclosed to other parties or third persons. Mr. Remming notes that on Dec. 11, 2015 and Jan. 5, 2016, Bloomberg published articles reporting purportedly confidential information that, if accurate, could only have been obtained from one of the Parties, indicating that at least one of the Parties had violated either the Protective Order or the Mediation Procedures Order. Mr. Remming further notes that at the request of the Parties, the Court entered the Mediation Privilege Order directing the Parties to file declarations attesting to their contact with the Bloomberg reporters involved in the Bloomberg Articles, solely with respect to Molycorp. Mr. Remming adds that the Order was requested by the Parties to enforce the confidentiality obligations previously ordered by the Court in the Mediation Procedures Order and the Protective Order. -- OCM MLYCo CTB Ltd. Oaktree relates that Bloomberg has asked the Court to stay, reconsider, and modify the Mediation Privilege Order on the grounds that it impermissibly interferes with Bloomberg's newsgathering. Oaktree contends that this mischaracterizes the nature, scope, and effect of the Mediation Privilege Order. Oaktree further contends that the Order merely seeks to enforce other orders issued by this Court in order to preserve the value of the estate, and does so in a manner narrowly tailored to the concerns at hand. Oaktree asserts that the Court should deny the Motion. -- Creditors Committee The Official Committee of Unsecured Creditors tells the Court that Bloomberg's argument, that the Mediation Privilege Order violates First Amendment rights, rests entirely on the faulty premise that the Mediation Privilege Order "compels" the Parties' representatives to disclose information that they otherwise would not voluntarily disclose. The Committee further tells the Court that no Party has been compelled to disclose anything and that the Parties agreed, among themselves and without any prompting from any judicial or other authority, to negotiate, agree upon, and seek the Court's entry of the Mediation Privilege Order in a joint effort to bolster the integrity of the Debtors' sales process and the mediation. The Committee contends that the Mediation Privilege Order is 100% consensual and voluntary and does not compel the Parties or their respective representatives to disclose any information that they have not agreed to disclose. -- Debtors The Debtors contend that notwithstanding the voluntary agreement of the Mediation Parties to the "Absolute Mediation Pivilege", an article was published on Bloomberg.com titled "Molycorp Said to Push Ahead with Plan as Creditor Talks Fail" that disclosed intimate details of the Mediation, including certain specifics of offers and counter-offers purportedly made by the various parties during the Mediation. The Debtors further contend that not only did the public disclosure of such information by one of the Mediation Parties directly violate the Court's Mediation Order, it also undermines the Mediation itself. The Debtors assert that for there to be meaningful progress in the Mediation, parties must be able to rely upon the Mediation Order and the Absolute Mediation Privilege set forth therein. The Debtors further assert that non-enforcement of these provisions will have a chilling effect on the Mediation, where all parties need to have confidence that their proposals and candid discussions will remain confidential. * * * OCM MLYCo CTB Ltd. is represented by: Robert J. Dehney, Esq. Gregory W. Werkheiser, Esq. Andrew R. Remming, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 North Market Street, 16th Floor P.O. Bix 1347 Wilmington, DE 19899 Telephone: (302)658-9200 Facsimile: (302)658-3989 E-mail: rdehney@mnat.com gwerkheiser@mnat.com - and - Dennis F. Dunne, Esq. Samuel A. Khalil, Esq. Lauren C. Doyle, Esq. MILBANK, TWEED, HADLEY & MCCLOY LLP 28 Liberty Street New York, NY 10005 Telephone: (212)530-5000 Facsimile: (212)530-5219 E-mail: ddunne@milbank.com skhalil@milbank.com ldoyle@milbank.com - and - Andrew M. Leblanc, Esq. Aaron L. Renenger, Esq. MILBANK, TWEED, HADLEY & MCCLOY LLP 1850 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202)835-7500 Facsimile: (202)263-7586 E-mail: aleblanc@milbank.com arenenger@milbank.com The Official Committee of Unsecured Creditors is represented by: William P. Bowden, Esq. Gregory A. Taylor, Esq. ASHBY & GEDDES, P.A. 500 Delaware Avenue, 8th Floor P.O. Box 1150 Wilmington, DE 19899 Telephone: (302)654-1888 Facsimile: (302)654-2067 E-mail: wbowden@ashby-geddes.com gtaylor@ashby-geddes.com - and - Luc A. Despins, Esq. Andrew Tenzer, Esq. Robert E. Winter, Esq. PAUL HASTINGS LLP Park Avenue Tower 75 East 55th Street, First Floor New York, NY 10022 Telephone: (212)318-6000 E-mail: lucdespins@paulhastings.com andrewtenzer@paulhastings.com robertwinter@paulhastings.com Molycorp, Inc., and its affiliated debtors are represented by: M. Blake Cleary, Esq. Edmon L. Morton, Esq. Justin H. Rucki, Esq. Ashley E. Jacobs, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302)571-6600 Facsimile: (302)571-1253 E-mail: mbcleary@ycst.com emorton@ycst.com jrucki@ycst.com ajacobs@ycst.com - and - Paul D. Leake, Esq. Lisa Laukitis, Esq. George R. Howard, Esq. JONES DAY 222 East 41st Street New York, NY 10017 Telephone: (212)326-3939 Facsimile: (212)755-7306 E-mail: pdleake@jonesday.com llaukitis@jonesday.com grhoward@jonesday.com - and - Brad B. Erens, Esq. Joseph M. Tiller, Esq. JONES DAY 77 West Wacker 901 Lakeside Avenue Chicago, IL 60601 Telephone: (312)782-3939 Facsimile: (312)782-8585 E-mail: bberens@jonesday.com jtiller@jonesday.com About Molycorp, Inc. Molycorp Inc. -- http://www.molycorp.com/-- is a global rare earths and rare metals producer. Molycorp owns several prominent rare earth processing facilities around the world. It has a workforce of 2,530 employees at locations on three continents. Molycorp's Mountain Pass Rare Earth Facility in San Bernadino County, California, is home to one of the world's largest and richest deposits of rare earths. Molycorp has corporate offices in the United States, Canada and China. CEO Geoffrey R. Bedford, and other senior management members are located in Molycorp's corporate offices in Toronto, Canada. Other senior management members are located at its U.S. corporate headquarters in Greenwood Village, Colorado. Molycorp reported a net loss of $623 million in 2014, a net loss of $377 million in 2013 and a net loss of $475 million in 2012. As of March 31, 2015, the Company had $2.49 billion in total assets, $1.78 billion in total liabilities and $709 million in total stockholders' equity. Molycorp and its North American subsidiaries, together with certain of its non-operating subsidiaries outside of North America, filed Chapter 11 voluntary petitions in Delaware (Bankr. D. Del. Lead Case No. 15-11357) on June 25, 2015, after reaching agreement with a group of lenders on a financial restructuring. The Chapter 11 cases of Molycorp and 20 affiliated debts are pending before Judge Christopher S. Sontchi. The agreement provides for a financial restructuring of the Company's $1.7 billion in debt and provides up to $225 million in gross proceeds in new financing to support operations while the Company completes negotiations with creditors. The Company's operations outside of North America, with the exception of non-operating companies in Luxembourg and Barbados, are excluded from the filings. Molycorp Rare Metals (Oklahoma), LLC, with operations in Quapaw, Oklahoma, also is excluded from the filings as it is not 100% owned by the Company. Molycorp is being advised by the investment banking firm of Miller Buckfire & Co. and is receiving financial advice from AlixPartners, LLP. Jones Day and Young, Conaway, Stargatt & Taylor LLP act as legal counsel to the Company in this process. Prime Clerk serves as claims and noticing agent. Secured creditor Oaktree Capital Management L.P., consented to the use of cash collateral and to extend postpetition financing. On July 8, 2015, the U.S. trustee overseeing the Chapter 11 case of Molycorp Inc. appointed eight creditors of the company to serve on the official committee of unsecured creditors. MOTORS LIQUIDATION: Drivers Want Rulings on Protection Reversed --------------------------------------------------------------- Emily Field at Bankruptcy Law360 reported that two groups of consumers pressed the Second Circuit on Feb. 1, 2016, to reverse rulings that General Motors' bankruptcy protections block most car owners from suing New GM for billions over an ignition switch defect. One group, a proposed class led by Steve Groman, again urged the appeals court in a reply brief to overturn U.S. Bankruptcy Judge Robert Gerber's April 2014 decision that General Motors LLC is protected from most of the suits, saying that New GM has largely failed to respond to their arguments. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. As of June 30, 2015, Motors Liquidation had $860 million in total assets, $74 million in total liabilities and $786 million in net assets in liquidation. NATIONAL UNION: Court Affirms $10MM Coverage for Previti Parties ---------------------------------------------------------------- James P. Previti, The James Previti Family Trust, Previti Realty Fund, LP, Larry Day, Empire Partners, Inc., Empire Residential, Inc., Forecast Corporation, Guardian Commercial Real Estate, LP, Guardian Investment Capital, LLC, Neil Miller, and Paul Roman appeal from the partial judgment entered against them and in favor of Appellee National Union Fire Insurance Company of Pittsburgh. National Union issued to the Previti Parties three Directors, Officers and Private Company Liability insurance policies for the consecutive periods December 31, 2007, to April 28, 2009, April 28, 2009, to April 28, 2010, and April 28, 2010, to April 28, 2011. Each policy provided a limit of liability of $10 million. In November 2008, the Previti Parties sent to National Union a copy of a motion for entry of order converting Chapter 11 bankruptcy cases to Chapter 7, which alleged preferential and fraudulent transfers of money from the debtor companies to non-debtor affiliates. National Union accepted the Conversion Motion as a Notice of Circumstances invoking coverage under the 2007-2009 Policy. After the Chapter 7 trustee filed its first action on May 12, 2009, the Previti Parties submitted a claim under the 2007-2009 Policy, for which National Union agreed to advance defense costs. Thereafter, the Previti Parties argued that the subsequent twenty-seven claims filed against them fell under the later two policies, thus entitling them to advancement of an additional $20 million in defense costs under the 2009-2010 and 2010-2011 Policies. The district court granted partial summary judgment for National Union, finding that all twenty-eight actions, together called the Underlying Actions, fell under the 2007-2009 Policy alone, entitling the Previti Parties only to $10 million in coverage, and not to an additional $20 million provided through the subsequent policies. On appeal, the Previti Parties offer three arguments: first, that in granting partial summary judgment the district court applied an incorrect burden of proof; second, that the district court construed the term "Related Wrongful Acts" in the relevant policies over broadly; and, third, that the district court erred in concluding that the 2008 Notice of Circumstances constituted sufficient notice as to all of the Underlying Actions. In a Memorandum dated January 22, 2016, which is available at http://is.gd/1gGV4ofrom Leagle.com, the United States Court of Appeals for the Ninth Circuit affirmed the district court’s partial summary judgment in favor of National Union as none of the Previti Parties' arguments withstands scrutiny. The case is JAMES P. PREVITI, et al., Plaintiffs-Appellants, v. NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA, Defendant-Appellee, No. 13-56368. NESCO LLC: S&P Lowers CCR to 'CCC' on Weak Liquidity ---------------------------------------------------- Standard & Poor's Ratings Services said it lowered its long-term corporate credit rating on Bluffton, Ind.-based specialty equipment rental company NESCO LLC to 'CCC' from 'B-'. The outlook is negative. S&P also lowered its issue rating on the company's senior secured second-lien notes to 'CCC-' from 'CCC+'. The recovery rating on these notes is unchanged at '5', indicating S&P's expectation of modest (10%-30%, lower end of the range) recovery prospects in the event of a payment default. "We believe the upcoming February interest payment will leave NESCO with very low borrowing capacity under its asset-backed revolving facility. We believe NESCO is at risk of violating its springing covenant or not meeting its next scheduled interest payment if operating performance does not improve and the company does not curtail its capital expenditures," said Standard & Poor's credit analyst Svetlana Olsha. S&P could lower the rating if the company is unable to increase its liquidity by increasing its asset-backed revolving facility availability to prevent the triggering of the springing covenants and/or it becomes apparent the company will struggle to meet debt service requirements. One or both of these events could lead S&P to the conclusion that a default, distressed exchange, or redemption is inevitable. S&P could revise the outlook to stable or raise the rating if NESCO significantly improves the availability under its revolver, and if the risk of a covenant breach is low and S&P is comfortable with the ability to meet debt service requirements. NEW GULF RESOURCES: Backstop & Plan Support Agreements Revised -------------------------------------------------------------- New Gulf Resources, LLC, et al., on Feb. 1, 2016, filed a notice of an omnibus amendment to their Backstop Note Purchase Agreement and Restructuring Support Agreement. On Dec. 17, 2015, the Debtors filed motions to assume the Backstop Note Purchase Agreement and to assume the RSA. The hearing on the motions is scheduled this February. A black-lined copy of the Omnibus Amendment against the draft of the document filed with the Court on Jan. 21, 2016, is available for free at: http://bankrupt.com/misc/New_Gulf_231_Am_Backstop_RSA.pdf As reported in the Troubled Company Reporter, the Debtors relate that two core elements of their Chapter 11 cases are the raising of new capital through a rights offering and the conversion of necessary debtor-in-possession financing into flexible exit financing. The Debtors have negotiated a chapter 11 plan of reorganization with the members of the Ad Hoc Committee, who collectively hold at least approximately 72% of the Second Lien Notes and approximately 22% of the Subordinated PIK notes. The Debtors on Dec. 17, 2015, entered into the RSA with certain holders of the senior secured notes. The Plan contemplates that the Debtors will issue, as exit financing, New First Lien Notes in the Original principal amount of $135.25 million. Under the Plan, the New First Lien Notes issuance would satisfy in full the claims of the Debtors' DIP Lenders, through a dollar-for-dollar exchange of the approximately $75 million in borrowings under the DIP Facility, and raise an additional $50 million of new operating capital. The Debtors relate that under the Plan, they will offer the right to fund the Rights Offering Amount, on a pro rata basis, to holders of the prepetition Second Lien Notes through the Rights Offering. They note that the terms of the New First Lien Notes will minimize debt service obligations by allowing the reorganized Debtors, at their election, to pay all interest in kind for up to five years. To ensure that the Rights Offering raises the required funds for a successful emergence from bankruptcy, the Backstop Agreement memorializes each Backstop Party's commitment to purchase its pro rata share of the Rights Offering Notes. In exchange, the Debtors agreed to provide the Backstop Parties: (i) the Put Option Notes, which constitutes a put option premium payment in the total amount of $5 million, payable entirely in New First Lien Notes; (ii) a Liquidated Damages Payment, representing liquidated damages in the amount of $3.5 million should the Debtors exercise the Fiduciary Out and consummate an alternative transaction; (iii) payment and reimbursement of all transaction expenses, which include reasonable fees and expenses incurred by the Backstop Parties and their professionals in connection with the transactions contemplated under the Restructuring Support Agreement, the Plan, the DIP Facility, the Rights Offering and the Backstop Agreement; and (iv) indemnification of the Backstop Parties and their affiliated parties and representatives from and against any and all losses, claims, damages, liabilities and expenses they may sustain, incur or suffer in connection with the transactions contemplated under the RSA, the Plan, the DIP Facility, the Rights Offering and the Backstop Agreement. New Gulf Resources is represented by: M. Blake Cleary, Esq. Ryan M. Bartley, Esq. Justin P. Duda, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP 100 N. King Street Rodney Square Wilmington, DE 19801 Telephone: (302)571-6600 E-mail: 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, TX 75201 Telephone: (214)953-6500 E-mail: 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, the 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: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Noranda Aluminum, Inc. 16-10083 P.O. Box 70/391 St. Jude Industrial Park New Madrid, MO 63869 Noranda Aluminum Holding Corporation 16-40739 Noranda Aluminum Acquisition Corporation 16-40740 NHB Capital, LLC 16-40741 Noranda Intermediate Holding Corporation 16-40742 Norandal USA, Inc. 16-40743 Gramercy Alumina Holdings Inc. 16-40744 Gramercy Alumina Holdings II, Inc. 16-40745 Noranda Alumina LLC 16-40746 Noranda Bauxite Holdings Ltd. 16-40747 Noranda Bauxite Limited 16-40748 Type of Business: Producers of primary aluminum and high-quality rolled aluminum coils Chapter 11 Petition Date: February 8, 2016 Court: United States Bankruptcy Court Eastern District of Missouri (Cape Girardeau) Judge: Hon. Barry S. Schermer Debtors' Alan W. Kornberg, Esq. General Elizabeth McColm, Esq. Counsel: Alexander Woolverton, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019-6064 Tel: 212.373.3000 Fax: 212.757.3990 Email: akornberg@paulweiss.com awoolverton@paulweiss.com Debtors' Local Christopher J. Lawhorn, Esq. Counsel: Angela L. Drumm, Esq. Colin M. Luoma, Esq. CARMODY MACDONALD P.C. 120 South Central Ave., Suite 1800 Clayton, MO 63105 Tel: (314) 854-8600 Email: cjl@carmodymacdonald.com ald@carmodymacdonald.com cml@carmodymacdonald.com Debtors' PJT PARTNERS, LP Investment Banker: Debtors' Charles Moore Restructuring Holden Bixler Advisors: ALVAREZ & MARSAL NORTH AMERICA, LLC 1000 Town Center, Suite 750 Southfield, MI 48075 Tel: 248.936.0800 Fax: 248.936.0801 Email: cmoore@alvarezandmarsal.com hbixler@alvarezandmarsal.com Debtors' PRIME CLERK LLC Claims, Solicitation, and Balloting Agent: Estimated Assets: $1 billion to $10 billion Estimated Debts: $1 billion to $10 billion The petition was signed by Dale W. Boyles, chief financial officer. List of Debtor's 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ U.S. Bank National Association 11% Senior $175,000,000 U.S. Bank Global Unsecured Notes Corporate Trust Services 100 Wall Street - Suite 1600 New York, NY 10005 Surela Investments Ltd. Loan $16,875,000 c/o Aviva Stewart 50 Berkeley Street London, W1J 8HD England, United Kingdom Petrocoque S.A. Trade Payable $6,031,172 Rodovia Conego Domenico Rangoni, KM 267,5 Zona Industrial Cubatao, SP 11573-000 University and Allied Litigation $2,856,865 Workers Union Settlement 50 Lady Musgrave Road Kingston 10 Jamaica Rain CII Carbon, LLC Trade Payable $2,235,494 Attn: President and General Counsel Ten Signal, 2nd Floor Stamford, CT 06902 Artisan Contracting, LLC Trade Payable $2,156,575 Attn: Larry E. Frankum President 160 South Broadview, Third Floor Cape Girardeua, MO 63703 MAX Trans LLC Trade Payable $1,688,798 Attn: President or General Counsel 219 Hwy 45 Humboldt, TN 38343 Kostmayer Construction, LLC Trade Payable $1,609,762 Attn: President and General Counsel 1080 Old Spanish Trail Suite #14 Slidell, LA 70458 Motion Industries, Inc. Trade Payable $1,269,707 Attn: President or General Counsel 1605 Alton Rd. Birmingham, AL 35210 Mid-Ship Group LLC Trade Payable $1,130,603 Attn: President or General Counsel 145 Main Street Port Washington, NY 11050 Associated Terminals, LLC Trade Payable $1,030,668 Attn: Todd Fuller, President 9100 Safety Drive Covent, LA 70723 Mexichem Fluor Trade Payable $1,011,623 Commercial, S.A. De C.V. Attn: President and General Counsel Carretera A Reynosa KIM4.5 S/Nejido Las Rusiasma Tamoros, TM 87560 Mechatherm Trade Payable $805,921 Attn: President and General Counsel Hampshire house High Street Kingswinford DY6 8AW Remedial Construction Trade Payable $742,692 Services, L.P. Attn: Jerry O. Mason President and CEO 9977 W. Sam Houston Parkway N. Suite 100 Houston, TX 77064-7509 Koppers Industries, Inc. Trade Payable $716,700 Attn: Markus G. Spiess 436 Seventh Avenue Pittsburgh, PA 15219-1800 Progressive Roofing Trade Payable $714,955 23 North 35th Avenue Phoenix, AZ 85009 Carmeuse Lime Sale Corporation Trade Payable $641,724 Attn: Kven Whyte, VP Safety Environmental and Legal 11 Stanwix Street 21st Floor Pittsburgh, PA 15222 DMI Contractors, Inc. Trade Payable $597,102 Attn: President or General Counsel 16942 Old Hammond Highway Baton Rouge, LA 70816 Occidental Chemical Corporation Trade Payable $552,027 Attn: President or General Counsel 5005 LBJ Freeway Dallas, TX 75380-9050 EIU, Inc. Trade Payable $550,000 Electric & Instrumentation Unlimited 204 S Bernard Rd Broussard, LA 70518 Boh Bros. Trade Payable $519,176 Construction Co., LLC Attn: Ed Scheuermann, P.E. 730 South Tonti Street New Orleans, LA 70119 Nalco Company Trade Payable $480,618 Attn: Stephen N. Landsman, Esq. 1601 W. Diehl Rd Naperville, IL 60563-1198 HDR Inc. Trade Payable $443,623 Attn: Jody Debs 8404 Indian Hills Drive Omaha, NE 68114-4098 Steward Steel Trade Payable $435,745 Attn: Fred Steward, Jr., CEO 1219 East US Highway 62 P.O. Box 551 Sikeston, MO 63801 Nissan Lift Trucks Trade Payable $377,340 Attn: President and General Counsel Nissan North America, Inc. 1 Nissan way Franklin, TN 37067 Aramark Trade Payable $340,891 Attn: Steve Reynolds Aramark Tower 1101 Market Street Philadelphia, PA 19107 Vecta Environmental Services, LLC Trade Payable $33,586 Attn: Kenny Rouse 3122 S. Ruby Street Gonsales, LA 70737 CCC Group, Inc. Trade Payable $322,589 Attn: Edna A. Martinez 5797 Dietrich Road San Antonio, TX 78219 American River Trade Payable Undetermined Transporation Attn: Jennifer Marshall General Counsel 4666 Faries Parkway Decatur, IL 62526-5630 Donjon Marine Co. Inc. Litigation Undetermined 100 Central Ave Hiillside, NJ 07205 NORANDA ALUMINUM: Files for Chapter 11 Amid Aluminum Price Drop --------------------------------------------------------------- Noranda Aluminum, Inc., et al., sought protection under Chapter 11 of the Bankruptcy Code blaming, among other things, the sustained and dramatic decline in the price of primary aluminum. The Debtors said their businesses have reached a point of unsustainability without assistance from the Court and use of the restructuring tools provided by the Bankruptcy Code. Headquartered in New Madrid, Missouri, the Debtors are engaged in the production of primary aluminum and rolled aluminum coils. In 2015, the Debtors produced approximately 498 million pounds of primary aluminum, Court document indicates. The Debtors operate their businesses through two main business lines: the "Upstream Business" and the "Downstream Business." The Company's Upstream Business consists of three separate segments: (1) The Debtors' bauxite mining operations (the "St. Ann Facility") which are operated by Noranda Bauxite Ltd. (Jamaica), (2) The Debtors' alumina refinery in Gramercy, Louisiana owned and operated by Noranda Alumina LLC and (3) the New Madrid Facility which converts molten primary aluminum into value-added products. The "Downstream Business" is owned and operated by Norandal USA, Inc. It consists of three rolling mills located in (a) Salisbury, North Carolina, (b) Huntingdon, Tennessee, and (c) Newport, Arkansas. In fiscal year 2014, the company reported total revenues of approximately $1.355 billion and a net loss of approximately $26.6 million. Through Dec. 31, 2015, the Debtors reported total revenues of approximately $1.23 billion and a net loss of approximately $258 million. In their bankruptcy filing, the Debtors disclosed that additional exacerbating factors have placed significant pressure on their already strained businesses, including: (i) multiple incidents at the New Madrid Facility; (ii) the substantial increase in rates the Debtors pay for electricity to power the New Madrid Facility; (iii) an unsuccessful arbitration with the Government of Jamaica regarding the production levy NBL is obligated to pay to the Government of Jamaica for the bauxite it mines; (iv) the Bauxite Supply Contract with Alumina Co., LLC, one of NBL's significant customers, that is substantially below- market, thereby increasing NBL's operational challenges; and (v) significant labor-related liabilities. At the same time, the Debtors said their liabilities have been increasing at an unsustainable pace. Primary aluminum is a global commodity, and its price is set on global exchanges such as the London Metal Exchange. Dale W. Boyles, chief financial officer of Noranda, disclosed in a declaration filed with the Court that the LME price has experienced a significant decline since November 2014, as a result of (i) an oversupply of aluminum in the market; (ii) increasing exports from China; and (iii) decreased demand, resulting in the lowest prices since 2009. "The net result of the industry-wide downturn, coupled with the Company's leverage and dwindling liquidity, was a material decrease in the Debtors' financial performance in 2015," said Mr. Boyles. On Aug. 4, 2015, a molten metal explosion occurred in the casthouse of the Debtors' facility in New Madrid, where molten aluminum is converted into commodity and value added products. A portion of the casthouse suffered extensive damage, affecting the Debtors' entire production of extrusion billet, a product that earns fabrication premiums for the Debtors, which adversely affected their Upstream Business' operations. Additionally, on Jan. 7, 2016, the Debtors lost power to two of the three pot-lines for smelting primary aluminum at the New Madrid Facility when an electrical control circuit failed. As a result, production was curtailed at these two pot-lines. Since 2008 through May 31, 2015, Ameren Missouri, the Debtors' long-term supplier of electricity, has brought successful rate increase cases before the Missouri Public Service Commission, resulting in cumulatively increased annual power costs in the amount of approximately $44 million. On Dec. 18, 2015, an arbitration panel issued its decision resolving the Debtors' disputes with the GOJ concerning the amount of the production levy payments required to be paid under a Establishment Agreement with the GOJ. While the Debtors await the arbitration panel's final award, the Debtors calculate the effective production levy in effect for the year ended Dec. 31, 2015, to be approximately $6.35 per DMT of bauxite, and the effective production levy in effect for 2016 to be $5.78 per DMT of bauxite, comprised of a base levy of $5.00, plus an LME adjustment of $0.78. According to Mr. Boyles, this substantial increase in the production levy has placed significant additional pressure on their ability to operate their St. Ann Facility. Mr. Boyles related that the economic terms of a Bauxite Supply Contract between NBL with a subsidiary of Glencore are so unsustainable for NBL that they threaten the viability of the Upstream Business. Thus, the Debtors are seeking permission from the Court to reject the Bauxite Supply Contract. Moreover, the Debtors have substantial and unsustainable labor-related liabilities, principally in the form of pension obligations. As disclosed in the filing, significant steps have been taken to improve their financial condition. In April 2015, the MPSC established a reduced electricity rate structure for the New Madrid Facility, which, prior to the planned idling of the New Madrid Facility, the Debtors project would have resulted in $17 to $25 million in annual savings. The Debtors have also completed a reduction in force affecting approximately 628 of the Debtors' employees, which accounted for approximately 25% of the Debtors' total workforce. "Despite these efforts, the sustained decline in aluminum prices has only intensified the pressure on the Debtors' business and capital structure. This has made maintaining acceptable levels of liquidity impossible," Mr. Boyles maintained. DIP Financing The Debtors secured two separate but coordinated facilities in the form of an asset-based revolving credit facility and a term loan facility, and an agreement in principle to use the Prepetition Secured Lenders' collateral, including cash collateral. One of the DIP Facilities is a senior secured asset-based revolving credit facility in the principal amount not to exceed approximately $130 million, including sub-facilities for swingline loans in an amount equal to $10 million and letters of credit in an amount equal to $50 million, with Bank of America, N.A., acting as agent, for itself and a syndicate of banks, financial institutions and other institutional lenders party to the ABL Facility. The other DIP Facility is a senior secured, new money multiple draw term loan facility in the principal amount of $35 million to be provided by certain lenders party to the Debtors' Term Loan Agreement. "Access to cash collateral and credit under the DIP Facilities will instill much needed confidence in parties that are critical to the success of the Chapter 11 Cases, including the Debtors' employees, vendors, regulators and customers, as well as potential bidders for the Debtors' assets," Mr. Boyles said. "I believe this assurance greatly enhances the likelihood that the Debtors will continue to receive the support of key constituents during the pendency of the Chapter 11 Cases, and increases the opportunity for a robust, competitive sale process that will yield the greatest recovery for the Debtors' estates and creditors," he added. The DIP Facilities contemplate a comprehensive sale process for the "Downstream Business". With respect to the "Upstream Business", the Debtors intend to continue operating the New Madrid Facility until its existing supplies and inventory are exhausted, which the Debtors expect to be March 2016. After that point, remaining operations at the New Madrid Facility will be curtailed, though the Debtors will retain the flexibility, should conditions allow, to resume operations at the New Madrid Facility. The Debtors intend to continue to operate the St. Ann and Gramercy, Loiusiana Facilities at full production levels throughout the Chapter 11 cases. With respect to the Gramercy Facility, the Debtors intend increase domestic and export smelter grade alumina shipments, to replace the New Madrid Facility's alumina consumption. First Day Motions Contemporaneously with the petitions, the Debtors filed certain first day motions seeking authority to, among other things, continue existing insurance policies, prohibit utility providers from discontinuing services, pay employee compensation, pay critical vendor claims, use existing cash management system, A copy of the declaration in support of the First Day Motions is available for free at: http://bankrupt.com/misc/5_NORANDA_Declaration.pdf About Noranda Aluminum Noranda Aluminum, Inc., and 10 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Proposed Lead Case No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale W. Boyles as chief financial officer. Judge Barry S. Schermer is assigned to the case. The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel, Carmody MacDonald P.C. as local counsel, PJT Partners, LP as investment banker, Alvarez & Marsal North America, LLC as restructuring advisors and Prime Clerk LLC as claims, solicitation and balloting agent. The Debtors estimated both assets and liabilities in the range of $1 billion to $10 billion. As of the Petition Date, the Debtors had approximately $529.6 million in outstanding principal amount of secured indebtedness, consisting of a revolving credit facility and a term loan facility. The Debtors had approximately 1,857 employees as of the Petition Date. NORANDA ALUMINUM: In Ch. 11 to Stabilize Upstream Operations ------------------------------------------------------------ Noranda Aluminum Holding Corporation on Feb. 8 disclosed that Noranda and all of its wholly owned direct and indirect subsidiaries have filed voluntary petitions for a court-supervised restructuring process under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Eastern District of Missouri. Noranda has taken this action to have additional time and financial flexibility to evaluate options for its various business operations. In conjunction with the filing, Noranda has entered into an agreement in principle with its existing ABL lenders for up to $130 million in debtor-in-possession ("DIP") financing and has received a commitment for up to $35 million in incremental DIP financing provided by certain existing term loan lenders. Upon approval by the Court, the new financing, combined with cash generated from the Company's ongoing operations, will be used to support the business during the court-supervised process. Kip Smith, Noranda's President and Chief Executive Officer, said, "In light of the challenging market conditions for the aluminum industry and the recent disruptions in our primary business operations, the Board and management team, with the support of our principal lenders, determined that undertaking this court-supervised process is in the best interests of Noranda and its stakeholders. We believe this court-supervised process will provide us with time and financial flexibility to evaluate options to enhance the sustainability of our major business operations." The Company has filed a number of customary motions seeking court authorization to support its business operations during the court-supervised process, including the payment of employee wages, salaries and health and disability benefits. The Company expects to receive court approval for these requests shortly. For goods and services provided post-Chapter 11 filing, the Company intends to pay suppliers in full under normal terms. Business Unit Operating Status Describing the current operating status of each of the Company's businesses, Mr. Smith said, "Our objective is to stabilize our upstream operations as we explore ways to make them economically viable. Our downstream Flat-Rolled Products business is profitable, generates positive cash flow and continues to serve customers in the ordinary course. As we move forward, we remain committed to strong relationships with our customers and suppliers and continuing our longstanding dedication to operational safety and environmental stewardship in our communities." -- The Company expects to continue operating the single remaining pot line at its primary aluminum smelter in New Madrid, Missouri until March 2016. At that point, all remaining operations at New Madrid will be curtailed, although the Company will maintain the flexibility to restart operations at New Madrid should conditions allow. As previously announced, an electrical circuit failure in January 2016 resulted in the idling of two of the three pot lines at the New Madrid facility. -- The alumina refinery in Gramercy, Louisiana continues to operate at full production levels while executing actions necessary to operate without the New Madrid smelter as a major source of demand. These actions are principally focused on building upon current progress to secure suitable replacement volume for alumina previously provided to the New Madrid smelter, along with achieving additional cost reductions and maintaining the Company's bauxite business as a secure source of supply. Consistent with these actions, and in addition to increasing third-party domestic and export smelter grade alumina shipments, the Company is in the process of implementing a fast track expansion of the refinery's non-metallurgical or chemical grade alumina capacity, which approximately doubles the refinery's capacity for this product segment by March 2016. -- Noranda Bauxite Limited ("NBL"), a wholly-owned subsidiary of Noranda, is continuing production and its partnership with the Government of Jamaica at its Noranda Jamaica Bauxite Partners mine in St. Ann, Jamaica. To maintain NBL as a secure source of bauxite supply to the Company's alumina operations, the Company continues to focus its efforts on improving productivity and reducing its costs, as well as maintaining bauxite sales volumes and achieving improved pricing with respect to its largest third party customer, Sherwin Alumina LLC. Sherwin filed for Chapter 11 relief in January 2016. -- The Company's Flat-Rolled Products business continues to benefit from stable U.S. demand for its products and to operate and serve customers in the ordinary course. Noranda sources metal from a portfolio of suppliers and is confident it has access to sufficient sources of aluminum to meet customer commitments for flat-rolled products. It is likely that the downstream Flat-Rolled Products business will be the subject of a court-supervised sale process. Company Names Chief Restructuring Officer Noranda's Board of Directors has appointed Robert M. Caruso as Chief Restructuring Officer. Mr. Caruso is a noted financial restructuring expert and a Managing Director of Alvarez & Marsal, a leading restructuring firm. Mr. Smith stated, "We are fortunate to have the benefit of Bob's experience and expertise in this crucial role. With resources he brings from Alvarez & Marsal, Bob's involvement will serve the Company and its stakeholders well as we proceed through the court-supervised process." Alvarez & Marsal is serving as the Company's restructuring advisor, Paul, Weiss, Rifkind, Wharton & Garrison LLP as its restructuring counsel, and PJT Partners Inc. as its financial advisor. About Noranda Aluminum Noranda Aluminum Holding Corporation is an integrated producer of primary aluminum and high-quality rolled aluminum coils. The Company has two businesses: an Upstream Business and a Downstream Business. The Upstream Business consists of a smelter near New Madrid, Missouri, referred to as "New Madrid," and supporting operations at a bauxite mining operation ("St. Ann") and an alumina refinery ("Gramercy"). The Downstream, or Flat-Rolled Products Business is one of the largest aluminum foil producers in North America, and consists of four rolling mill facilities. * * * 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. NORANDA ALUMINUM: Proposes Procedures to Protect NOLs ----------------------------------------------------- Noranda Aluminum, Inc., and its affiliated debtors seek authority from the Bankruptcy Court to establish notification and hearing procedures regarding the trading of, or declarations of worthlessness with respect to, equity securities in Noranda Aluminum Holding. According to the Debtors, the procedures are designed to monitor trading of their Equity Securities particularly if it appears that additional trading may jeopardize the use of their tax attributes. The Debtors have incurred, and are currently incurring, significant net operating losses, which are currently expected to be between $15 million and $25 million as of the end of 2015, translating to potential tax savings of between $5.25 million and $8.75 million based on a 35% federal income tax rate. The Internal Revenue Code of 1986 permits a corporation to carry forward Tax Attributes to offset taxable income and tax liability, thereby significantly improving the corporation's liquidity in the future. The Debtors' NOLs consist of losses generated for federal income tax purposes that can be "carried forward" to up to 20 subsequent tax years to offset the Debtors' future taxable income, thereby reducing future aggregate tax obligations. "The Debtors' NOLs are substantial and any loss of the Debtors' Tax Attributes could cause significant and irreparable damage to the estates and stakeholders," Christopher J. Lawhorn, Esq., at Carmody MacDonald, P.C., counsel for the Debtors, said. Proposed Procedures for Trading in Equity Securities Any Entity that currently is or becomes a Substantial Shareholder shall file with the Court, and serve upon (i) counsel to the Debtors, Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019, Attention: Elizabeth R. McColm & Alexander Woolverton; (ii) counsel to the Term Loan DIP Agent, Kaye Scholer LLP, 70 West Madison Street, Suite 4200, Chicago, Illinois 60602, Attention: Seth J. Kleinman; and (iii) counsel to the ABL DIP Agent, Parker, Hudson, Rainer & Dobbs LLP, 303 Peachtree St. NE, Suite 3600, Atlanta, Georgia 30308, Attention: Rufus T. Dorsey, a declaration of such status, on or before the later of (i) 30 days after the date of the Notice of Proposed Order and (ii) 10 days after becoming a Substantial Shareholder. Prior to effectuating any transfer of, or exchange or conversion into, shares of Equity Securities that would result in an increase in the amount of shares of Equity Securities of which a Substantial Shareholder has Beneficial Ownership or that would result in an Entity becoming a Substantial Shareholder, such Entity or Substantial Shareholder shall file with the Court, and serve upon Notice Parties written declaration of the intended transfer of Equity Securities, specifically and in detail describing the proposed transaction in which shares of Equity Securities would be acquired. Prior to effectuating any transfer of shares of Equity Securities that would result in a decrease in the amount of shares of Equity Securities of which a Substantial Shareholder has Beneficial Ownership or would result in an Entity ceasing to be a Substantial Shareholder, such Substantial Shareholder shall file with the Court, and serve upon Notice Parties an advance written declaration of the intended transfer of Equity Securities a Declaration of Intent to Purchase, Acquire or Accumulate Equity. The Debtors will have 20 calendar days after receipt of a Declaration of Proposed Transfer to file with the Court and serve on such Substantial Shareholder an objection to any proposed transfer of shares of Equity Securities described in the Declaration of Proposed Transfer 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 becomes nonappealable. If the Debtors do not object within such 20-day period, the transaction could proceed solely as set forth in the Declaration of Proposed Transfer. Any acquisition, disposition or other transfer of Beneficial Ownership of shares of Equity Securities, including Options to acquire shares of Equity Securities, in violation of the procedures will be null and void ab initio as an act in violation of the automatic stay under Bankruptcy Code Sections 362 and 105(a). 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 Debtors' Equity Securities to claim a deduction for the worthlessness of those securities on their federal or state tax returns for a tax year ending before the Debtors emerge from chapter 11 protection. "By restricting 50% shareholders from claiming a worthlessness deduction prior to the Debtors' emergence from chapter 11 protection, the Debtors can preserve their ability to seek substantive relief to use the NOLs at a later date," Mr. Lawhorn asserted. About Noranda Aluminum Headquartered in New Madrid, Missouri, Noranda Aluminum, Inc., et al., engaged in the production of primary aluminum and rolled aluminum coils, filed separate Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Proposed Lead Case No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale W. Boyles as chief financial officer. Judge Barry S. Schermer is assigned to the case. The Debtors estimated both assets and liabilities in the range of $1 billion to $10 billion. As of the Petition Date, the Debtors had approximately $529.6 million in outstanding principal amount of secured indebtedness, consisting of a revolving credit facility and a term loan facility. The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP as general counsel, Carmody MacDonald P.C. as local counsel, PJT Partners, LP as investment banker, Alvarez & Marsal North America, LLC as restructuring advisors and Prime Clerk LLC as claims, solicitation and balloting agent. The Debtors had approximately 1,857 employees as of the Petition Date. NORANDA ALUMINUM: Seeking Joint Administration of Cases ------------------------------------------------------- Noranda Aluminum, Inc., and 10 of its affiliates ask the Bankruptcy Court to jointly administer their Chapter 11 cases under Lead Case No. 16-10083. "There is no question that the joint administration of the Debtors' respective estates will ease the administrative burden on the Court and all parties in interest in these Chapter 11 Cases, particularly in light of the unified manner in which the Debtors operate their businesses," according to Christopher J. Lawhorn, Esq., at Carmody MacDonald, P.C., counsel for the Debtors. According to Mr. Lawhorn, the joint administration of these Chapter 11 cases will also: (a) permit the Clerk of the Court to utilize a single docket for all the Chapter 11 cases and to combine notices to creditors and other parties-in-interest in the Debtors' respective cases (b) permit counsel for all parties-in-interest to include the Chapter 11 cases in a single caption for the numerous documents that are likely to be filed and served in these cases; (c) enable parties-in- interest in each of the Chapter 11 cases to stay apprised of all the various matters before the Court. Mr. Lawhorn added that joint administration will significantly reduce the volume of paper that otherwise would be filed with the Clerk of this Court, render the completion of various administrative tasks less costly, and minimize the number of unnecessary delays. Moreover, he maintained, the supervision of the administrative aspects of these Chapter 11 cases by the Office of the United States Trustee will also be simplified. The Debtors also seek authorization to file the monthly operating reports required by the United States Trustee's Chapter 11 Guidelines for Debtors-In-Possession on a consolidated basis. The Debtors' proposed consolidated monthly operating reports will identify disbursements on a Debtor-by-Debtor basis. About Noranda Aluminum Headquartered in New Madrid, Missouri, Noranda Aluminum, Inc., et al., engaged in the production of primary aluminum and rolled aluminum coils, filed separate Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Proposed Lead Case No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale W. Boyles as chief financial officer. Judge Barry S. Schermer is assigned to the case. The Debtors estimated both assets and liabilities in the range of $1 billion to $10 billion. As of the Petition Date, the Debtors had approximately $529.6 million in outstanding principal amount of secured indebtedness, consisting of a revolving credit facility and a term loan facility. The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP as general counsel, Carmody MacDonald P.C. as local counsel, PJT Partners, LP as investment banker, Alvarez & Marsal North America, LLC as restructuring advisors and Prime Clerk LLC as claims, solicitation and balloting agent. The Debtors had approximately 1,857 employees as of the Petition Date. NORANDA ALUMINUM: Wants 45-Day Extension to File Schedules ---------------------------------------------------------- Noranda Aluminum, Inc., and its affiliated debtors ask the Bankruptcy Court to extend their time to file schedules of assets and liabilities, schedules of executory contracts and unexpired leases and statements of financial affairs to March 24, 2016, (ii) extend their deadline to schedule a meeting of creditors, (iii) waive the requirements to file equity lists and provide notice to equity security holders and (iv) authorize them to file a consolidated list of 30 largest unsecured creditors. The Debtors maintained they have spent the months preceding the commencement of the Chapter 11 cases endeavoring to improve their existing financial arrangements, striving to implement cost saving measures and responding to several disruptions in their operations. "Due to the quantity of work necessary to complete the Schedules and Statements and the competing demands upon the Debtors' employees and professionals to assist in efforts to stabilize business operations during the this critical time, the Debtors will not be able to properly and accurately complete the Schedules and Statements within the required fourteen (14) day time period," said Christopher J. Lawhorn, Esq., at Carmody MacDonald P.C., attorney for the Debtors. Bankruptcy Rule 2003(a) provides that in a Chapter 11 case the U.S. Trustee "shall call a meeting of creditors to be held no fewer than 21 and no more than 40 days after the order for relief." However, Local Rule 1007-6(A) allows the U.S. Trustee to reschedule the Section 341 Meeting if the Court extends the time for filing the Schedules and Statements to a date that is less than 10 days before the Section 341 Meeting. To the extent the U.S. Trustee wishes schedule the Section 341 Meeting on a date that is more than 40 days after the Petition Date, the Debtors also request that the Court authorize the U.S. Trustee to do so. Under Bankruptcy Rule 1007(a)(3), the Debtors are required to file Equity Lists "within 14 days after entry of the order for relief." Under Bankruptcy Rule 2002(d), the Debtors are required to give notice of the order for relief to all equity security holders. As of Jan. 4, 2016, Aluminum Holding Corp., a publicly held company, had approximately 10,000,000 outstanding shares of publicly-held common stock. The Debtors maintained that preparing a list of the equity security holders of Noranda Aluminum Holding with last known addresses and sending notices to all parties on that Equity List would be extremely expensive and time-consuming. Pursuant to Bankruptcy Rule 1007(d), a debtor must file "a list containing the name, address and claim of the creditors that hold the 20 largest unsecured claims, excluding insiders." According to the Debtors, numerous creditors are shared among themselves. The Debtors said compiling separate top 20 creditor lists for each individual Debtor would consume an excessive amount of the Debtors' scarce time and resources. Moreover, because the Debtors will request the U.S. Trustee to appoint a single official committee of unsecured creditors in these Chapter 11 cases, a consolidated list of the Debtors' largest creditors will, according to the Debtors, better represent the Debtors' most significant unsecured creditors. About Noranda Aluminum Headquartered in New Madrid, Missouri, Noranda Aluminum, Inc., et al., engaged in the production of primary aluminum and rolled aluminum coils, filed separate Chapter 11 bankruptcy petitions (Bankr. E.D. Mo. Proposed Lead Case No. 16-10083) on Feb. 8, 2016. The petitions were signed by Dale W. Boyles as chief financial officer. Judge Barry S. Schermer is assigned to the case. The Debtors estimated both assets and liabilities in the range of $1 billion to $10 billion. As of the Petition Date, the Debtors had approximately $529.6 million in outstanding principal amount of secured indebtedness, consisting of a revolving credit facility and a term loan facility. The Debtors have engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP as general counsel, Carmody MacDonald P.C. as local counsel, PJT Partners, LP as investment banker, Alvarez & Marsal North America, LLC as restructuring advisors and Prime Clerk LLC as claims, solicitation and balloting agent. The Debtors had approximately 1,857 employees as of the Petition Date. NORTEL NETWORKS: Overseas Units Can't Escape US Software Suit ------------------------------------------------------------- Stewart Bishop at Bankruptcy Law360 reported that a Delaware bankruptcy judge on Feb. 1, 2016, refused to dismiss foreign units of Nortel Networks Inc. from a software copyright infringement and breach of contract dispute aimed at the defunct telecom's U.S. arm, rebuffing arguments that the court lacks jurisdiction. U.S. Bankruptcy Judge Kevin Gross said he has specific personal jurisdiction over the bankruptcy estates of Nortel's European, Middle Eastern and African units, known as the EMEA debtors, which had argued that a determination of their liability must be made by a U.K. court. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., and Howard S. Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serve as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. An ad hoc group of bondholders also was organized. An Official Committee of Retired Employees and the Official Committee of Long-Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. The trial on how to divide proceeds among creditors in the U.S., Canada, and Europe commenced on Sept. 22, 2014. The question of how to divide $7.3 billion raised in the international bankruptcy of Nortel Networks Corp. was answered on May 12, 2015, by two judges, one in the U.S. and one in Canada. According to The Wall Street Journal, Justice Frank Newbould of the Ontario Superior Court of Justice in Toronto and Judge Kevin Gross of the U.S. Bankruptcy Court in Wilmington, Del., agreed on the outcome: a modified pro rata split of the money. OUTER HARBOR: Feb. 11 Meeting Set to Form Creditors' Panel ---------------------------------------------------------- Andy Vara, Acting United States Trustee of Region 3, will hold an organizational meeting on Feb. 11, 2016, at 12:00 p.m. in the bankruptcy case of Outer Harbor Terminal, LLC. The meeting will be held at: The Sheraton Suites Wilmington Downtown 422 Delaware Ave. Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. PARAGON OFFSHORE: Lenders May Blame Parent If Oil Driller Fails --------------------------------------------------------------- Tiffany Kary and David Wethe, writing for Bloomberg Brief - Distress & Bankruptcy, reported that investors in Paragon Offshore Plc, a fledgling oil rig contractor struggling to pay its lenders, are weighing what some analysts say is a risky strategy: blame the parent. According to the report, should restructuring efforts fail, Paragon could wind up in bankruptcy, giving creditors the chance to sue Noble Corp., which spun Paragon off in 2014. In its lawsuit, creditors could argue that Noble's offspring was doomed to fail from the outset, the report said. Such so-called fraudulent-conveyance suits are often used by creditors looking to boost their recovery in a bankruptcy, the report noted. "The distressed community feels confident about the fraudulent conveyance overtones for this case," Kevin Starke, a managing director at CRT Capital Group LLC, told Bloomberg in a phone interview. About Paragon Offshore Paragon -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon's operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters (four drillships and two semisubmersibles). Paragon's primary business is contracting its rigs, related equipment and work crews to conduct oil and gas drilling and workover operations for its exploration and production customers on a dayrate basis around the world. Paragon's principal executive offices are located in Houston, Texas. Paragon is a public limited company registered in England and Wales with company number 08814042 and registered office at 20-22 Bedford Row, London, WC1R 4JS, England. PEEK AREN'T YOU: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Peek, Aren't You Curious, Inc. dba Peek Kids 425 Second Street, Ste.405 San Francisco, CA 94107-1420 Case No.: 16-30146 Chapter 11 Petition Date: February 5, 2016 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Hon. Hannah L. Blumenstiel Debtor's Counsel: Kevin W. Coleman, Esq. Gregory C. Nuti, Esq. SCHANDER HARRISON SEGAL AND LEWIS LLP 650 California St. 19th Fl. San Francisco, CA 94108 Tel: (415)364-6700 Email: kcoleman@schnader.com gnuti@schnader.com Debtor's GORDON BROTHERS RETAIL PARTNERS Llc Liquidation Agent: Debtor's DJM REALTY SERVICES, LLC Real Estate Consultant: Debtor's DONLIN, RECANO & COMPANY, INC. Claims and Noticing Agent: Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Maria C. Canales, CEO. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/canb16-30146.pdf PHILLIPS INVESTMENTS: Wins Nod to Tap Real Cap as Expert Witness ---------------------------------------------------------------- U.S. Bankruptcy Judge Mary Grace Diehl has authorized Phillips Investments, LLC, to employ Real Cap Services, LLC, as expert witness. Mr. Jeffrey Gladstein of Real Cap Services will serve as Expert Witness for the purpose of testifying during the Confirmation Hearing as an expert. The Debtor desires to employ on the following fee basis, subject to review by the Court: Mr. Gladstein’s hourly rate is $275. Out of pocket expenses are in addition to fees and may include any charges, reimbursable travel and related expenses. Given the nature of Applicant’s proposed retention, the Debtor will Applicant upon submission of invoices by Mr. Gladstein, subject to availability of cash collateral and a final fee application. Mr. Gladstein assures the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The firm can be reached at: REAL CAP SERVICES, LLC Jeffrey Gladstein 23120 L'Ermitage Circle Boca Raton, FL 33433 Phone: (561) 417-6193 Cell: (954) 610-5262 E-mail: realcap@bellsouth.net About Phillips Investments Phillips Investments, LLC, a Georgia limited liability company that was formed in 2001, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 14-61444) on June 11, 2014. Ly Phillips, the managing member, signed the petition. Judge Mary Grace Diehl presides over the case. As of the Petition Date, the Debtor's primary business was owning and managing two shopping centers and related real estate located in Gwinnett County, Georgia, generally known as Gwinnett Station and Gwinnett Prado. Gwinnett Station consists of approximately 9.7 acres of improved real property, including a building of approximately 103,090 square feet, that was located at or about 2180 Pleasant Hill Road, Duluth, Georgia. Gwinnett Prado consists of approximately 32 acres of improved real property, including buildings totaling approximately 361,715 square feet, that was located at or about 2300 Pleasant Hill Road, Duluth, Georgia. The Debtor disclosed $29,558,424 in assets and $28,667,234 in liabilities as of the Chapter 11 filing. As of the Petition Date, the Debtor's largest creditor was East West Bank. Great Wall is the Debtor's most significant tenant, paying monthly rent of approximately $75,000. Scroggins & Williamson, P.C., serves as the Debtor's counsel. * * * The Debtor in December 2014 won approval from the Bankruptcy Court in December to sell part of the property known as Gwinnett Station to Pleasant Hill Real Estate LLC for $8.4 million. A copy of the sale order is available at: http://bankrupt.com/misc/Phillips_I_84_GS_Sale_Ord.pdf The hearing to consider confirmation of the Debtor's Reorganization Plan, originally scheduled for Jan. 25, 2016, has been rescheduled to March 7 and 8, 2016, to give the parties time to negotiate. PICO HOLDINGS: Activist Blog Values UCP Unit at $12 Per Share ------------------------------------------------------------- By Geoffrey J. Bailey -- gjbaileypb@hotmail.com -- 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. The bloggers at ReformPICONow published a post analyzing and valuing UCP. The post notes that UCP suffers from significant competitive disadvantages, namely low gross margins due to high borrowing costs, and high expenses as a result of inefficiencies. The blog relates that UCP earns uneconomic returns on equity and invested capital, with no credible plan for improvement. Finally, the blog highlights that UCP is disadvantaged due to lack of an in-house mortgage operation. The activist bloggers conclude that UCP is worth more to an acquirer than as a going-concern, operating entity. Based on replacement cost, they value UCP at $12 per share and demand that PICO sell UCP. PIERCE ELEVATOR: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Pierce Elevator, Inc. 403 West Randall Randolph, NE 68771 Case No.: 16-80151 Chapter 11 Petition Date: February 5, 2016 Court: United States Bankruptcy Court District of Nebraska (Omaha Office) Judge: Hon. Thomas L. Saladino Debtor's Counsel: Howard T. Duncan, Esq. HOWARD T. DUNCAN, PC, LLO 6910 Pacific Street, Suite 103 Omaha, NE 68106 Tel: (402) 934-4221 Fax: (402) 391-0088 Email: ecf@hduncanlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Brian Bargstadt, president. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. PROMPT RESTORATION: Case Summary & 17 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Prompt Restoration, Inc. 6675 Business Parkway Suite D Elkridge, MD 21075 Case No.: 16-11352 Chapter 11 Petition Date: February 5, 2016 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Hon. Nancy V. Alquist Debtor's Counsel: George R. Roles, Esq. RUSSACK ASSOCIATES LLC 100 Severn Avenue, Suite 101 Annapolis, MD 21403 Tel: 410-505-4150 Email: george@russacklaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by James Martin, president. A list of the Debtor's 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb16-11352.pdf PYKKONEN CAPITAL: Case Summary & 19 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Pykkonen Capital, LLC dba Echo Mountain Resort dba Front Range Ski Club 6887 Timbers Drive Evergreen, CO 80439 Case No.: 16-10897 Chapter 11 Petition Date: February 5, 2016 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Hon. Joseph G. Rosania Jr. Debtor's Counsel: Lee M. Kutner, Esq. KUTNER BRINEN GARBER, P.C 1660 Lincoln St., Ste. 1850 Denver, CO 80264 Tel: 303-832-2400 Email: lmk@kutnerlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Nora Pykkonen, manager. A list of the Debtor's 19 largest unsecured creditors is available for free at http://bankrupt.com/misc/dcb16-10897.pdf QUICKSILVER RESOURCES: Needs Until June 15 to File Plan ------------------------------------------------------- Quicksilver Resources, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to further extend their exclusive period to file a Chapter 11 plan through and including June 15, 2016, and the exclusive period to solicit acceptances of a Chapter 11 plan through and including Aug. 11, 2016. This is the Debtors' third request for extension of the Exclusive Periods. According to Amanda R. Steele, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, the Debtors have made significant progress toward concluding these Chapter 11 cases, which recently culminated with the Court approving the sale of the Debtors' U.S. assets to BlueStone Natural Resources II, LLC, for $245 million in cash. Ms. Steele states that this long-awaited case milestone, while significant, still leaves more to be accomplished to conclude these chapter 11 cases. Specifically, additional time is needed for the Debtors to close the Sale and formulate a chapter 11 plan to distribute the Sale proceeds, Ms. Steele tells the Court. While the precise timing of a plan is unclear, it is unquestionably true that no plan can be finalized prior to the end of the current Exclusive Filing Period. Indeed, numerous aspects of the Official Committee of Unsecured Creditors' Litigation have yet to be prosecuted and the issue of potential diminution in value claims for the Debtors' prepetition secured parties and the priority of those claims have yet to be brought before this Court, Ms. Steele says. Each of those issues must be resolved to determine the appropriate distribution of Sale proceeds among certain of the Debtors' creditor constituencies under any chapter 11 plan, she adds. Ms. Steele asserts that the Court's approval of the Sale further crystalized the Debtors' path toward emerging from their chapter 11 cases -- close the Sale, distribute its proceeds, and exit from bankruptcy. While the Debtors and the Purchaser intend to close on the Sale as quickly as possible (the outside date to close the transaction is March 31, 2016), several critical steps remain thereafter before the Debtors can exit chapter 11, Ms. Steele says. In view of the time needed to (i) satisfy closing conditions for, and close the Sale to, the Purchaser; (ii) resolve the creditor-distribution issues inherent to the Litigation; and (iii) develop and confirm a chapter 11 plan to distribute the Sale proceeds, the Debtors believe that extending the Exclusive Periods as requested is reasonable, appropriate, and in the best interest of these cases and their stakeholders, Ms. Steele asserts. Granting the requested extensions will allow the Debtors to pursue the Court-approved Sale Process to its logical conclusion by affording time to close the Sale and to develop an appropriate chapter 11 plan for distributing proceeds therefrom, Ms. Steele further asserts. The Debtors are also represented by Paul N. Heath, Esq., and Rachel L. Biblo, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware; Charles R. Gibbs, Esq., Sarah Link Schultz, Esq., and Travis A. McRoberts, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas; and Ashleigh L. Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Washington, D.C. About Quicksilver Resources Quicksilver Resources Inc. (OTCQB: KWKA) is an exploration and production company engaged in the development and production of long-lived natural gas and oil properties onshore North America. Based in Fort Worth, Texas, the company claims to be a leader in the development and production from unconventional reservoirs including shale gas, and coal bed methane. Following more than 30 years of operating as a private company, Quicksilver became public in 1999. The Company has U.S. offices in Fort Worth, Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank, Montana. The Company's Canadian subsidiary, Quicksilver Resources Canada Inc. is headquartered in Calgary, Alberta. On March 17, 2015, Quicksilver Resources Inc. and certain of its affiliates filed voluntary petitions for relief under Chapter 11 of title 11 of the United States Code in Delaware. Quicksilver's Canadian subsidiaries were not included in the chapter 11 filing. 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. The Company's balance sheet at Dec. 31, 2014, showed $1.21 billion in total assets, $2.35 billion in total liabilities and total stockholders' deficit of $1.14 billion. The U.S. Trustee for Region 3 appointed five creditors of Quicksilver Resources Inc. to serve on the official committee of unsecured creditors. Quicksilver Resources Inc. and its U.S. subsidiaries on January 22, 2016, entered into an Asset Purchase Agreement with BlueStone Natural Resources II, LLC pursuant to which the Buyer agreed to purchase substantially all of the Sellers' U.S. oil and gas assets for a cash purchase price of $245.0 million. The consummation of the transactions contemplated by the Purchase Agreement is subject to customary closing conditions, and such transactions are expected to close on or before March 31, 2016. RADIOSHACK CORP: Fends Off Class Action Claims ---------------------------------------------- Jacklyn Wille, writing for Bloomberg Brief - Distress & Bankruptcy, reported that RadioShack Corp. executives defeated class action claims that they violated federal benefits law by continuing to expose workers' retirement savings to declining company stock. According to the report, on Jan. 25, Judge Reed C. O'Connor of the U.S. District Court for the Northern District of Texas found that the RadioShack workers failed to meet the stringent pleading standards for challenging drops in employer stock under the Employee Retirement Income Security Act. Presciently or coincidentally, this ruling came on the same day that the U.S. Supreme Court reaffirmed just how high those pleading standards are when it ordered a federal appeals court to reconsider its decision allowing a similar class action to proceed against Amgen Inc., the report related. Both rulings interpret the Supreme Court's 2014 decision in Fifth Third Bancorp v. Dudenhoeffer, which struck down the defendant-friendly presumption of prudence that frequently blocked challenges to employer stock plans, while simultaneously articulating new pleading requirements for workers bringing these types of ERISA suits, the report pointed out. According to Judge O'Connor, the complaint against RadioShack -- which, unlike the Amgen suit, relied on publicly available information about the company's financial troubles -- failed to satisfy Dudenhoeffer's requirement that allegations based on public information about a company's stock price identify some "special circumstances" that would cast doubt on the price set by the market, the report related. In particular, Judge O'Connor said that RadioShack's slide toward bankruptcy in 2014 didn't qualify as a special circumstance under Dudenhoeffer, the report added. About RadioShack Corporation Headquartered in Fort Worth, Texas, RadioShack is a retailer of mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. RadioShack Corp. and affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 15-10197) on Feb. 5, 2015, disclosing total assets of $1.2 billion, versus total debt of $1.3 billion. David G. Heiman, Esq., Greg M. Gordon, Esq., Amanda M. Suzuki, Esq., Jonathan M. Fisher, Esq., Thomas A. Howley, Esq., and Paul M. Green, Esq., at Jones Day serve as the Debtors' bankruptcy counsel. David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and John H. Schanne, II, Esq., at Pepper Hamilton LLP serve as co-counsel. Carlin Adrianopoli at FTI Consulting, Inc. is the Debtors' restructuring advisor. Maeva Group, LLC, is the Debtors' turnaround advisor. Lazard Freres & Co. LLC is the Debtors' investment banker. A&G Realty Partners is the Debtors' real estate advisor. Prime Clerk is the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors tapped Quinn Emanuel Urquhart & Sullivan, LLP and Cooley LLP as co-counsel, and Houlihan Lokey Capital, Inc., as financial advisor and investment banker. * * * After an auction in March 2015, the Debtors sold most of the assets to General Wireless, Inc., an entity formed by Standard General, L.P., for $150 million. The Debtors also sold Mexican assets to Office Depot de Mexico, S.A. de C.V., for $31.8 million plus the assumption of debt. Regal Forest Holding Co. Ltd. bought the Debtors' intellectual property assets in Latin America for a purchase price of $5,000,000. In June 2015, the Debtors changed their name to RS Legacy Corporation, et al., following the sale of the Company's brand name and customer data to General Wireless. The bankruptcy judge on Oct. 2, 2015, issued an order confirming the first amended joint plan of liquidation of the Debtors. The centerpiece of the Plan is the resolution of various disputes among the Debtors, the Creditors' Committee and the SCP Secured Parties. The Plan was declared effective on Oct. 7, 2015. RCS CAPITAL: Feb. 11 Meeting Set to Form Creditors' Panel --------------------------------------------------------- Andy Vara, Acting United States Trustee of Region 3, will hold an organizational meeting on Feb. 11, 2016, at 11:00 a.m. in the bankruptcy case of RCS Capital Corporation, et al. The meeting will be held at: The DoubleTree Hotel 700 King St., Salon D Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. RELATIVITY MEDIA: Judge Confirms Bankruptcy-Exit Plan ----------------------------------------------------- The Hon. Michael E. Wiles of the U.S. Bankruptcy Court for the Southern District of New York has approved Relativity Media LLC's plan of reorganization clearing the way for Relativity to emerge from Chapter 11 protection. Judge Wiles entered his Findings of Fact, Conclusions of Law and Order Confirming, Pursuant to Section 1129 of the Bankruptcy Code, the Plan Proponents' Fourth Amended Plan of Reorganization, on Feb. 8, 2016. The Plan Proponents filed the Fourth Amended Plan on Monday, following comments from the judge at last week's confirmation hearings. A copy of the Confirmation Order is available at http://is.gd/5fTIWk A copy of the Fourth Amended Plan is available at http://is.gd/wZI1gd According to Relativity, in confirming the Plan, Judge Wiles found that the Plan as described satisfied the various requirements of the U.S. Bankruptcy Code and said the Court will entertain an order confirming the Plan, with required modifications, following the hearings held Feb. 1 and 2. Ahead of the Feb. 1 hearing, the Debtors and Ryan C. Kavanaugh, and together with Joseph Nicholas, filed the Third Amended & Restated Plan of Reorganization to, among other things, incorporate an agreement with Manchester Securities Corp, et al. In seeking confirmation of the Plan, the Debtors noted that the Plan, as modified, now embodies comprehensive settlements not only with the Cortland Lenders, but also with RKA Film Financing, LLC, the Manchester Parties, Macquarie and others. In other words, all but one of the Debtors' secured lenders support the Plan and have voted overwhelmingly to accept it. The Plan is also supported by the Creditors Committee, and has been by accepted by creditors holding approximately 85% the unsecured debt (on a consolidated basis). A copy of the Third Amended Plan is available at http://is.gd/fuxLwz Settlements Reached The Debtors have engaged in substantive negotiations with their largest stakeholders, and have reached significant settlements and support for their reorganization efforts, and additional negotiations are ongoing with the remaining objecting parties. An important component of the Plan, as amended, is the agreement that has been now finalized and filed with the Court for approval whereby RKA Film Financing -- the Debtors' principal print and advertising (P&A) lender on four films to be released this year -- has agreed to vote in favor of the Plan and allow the Debtors to subordinate its existing liens to the New P&A/Ultimates Facility. This agreement facilitates the financing of the required P&A for the release of these films. Another significant and related means of implementation of the Plan is an arrangement with Carat, the Debtors' media buyer, whereby Carat will provide significant credit terms up to a specified amount for media purchased through Carat related to advertising for the Debtors' completed but yet-to-be-released films. Such financing will go a long way towards paving the Debtors' path to emergence from chapter 11 by funding much of the media spend that is necessary to realize upon the films' value. Outstanding Objections A number of Plan confirmation objections (or potential Objections) have been addressed as set forth in stipulations that have been or will be separately filed with the Court. Aside from a settlement with RKA, the Debtors have reached stipulations with LAMF LLC and the Manchester parties. Additional Objections have been resolved through modifications to the Plan or by amendments to exhibits to the Plan Supplement. Finally, the Debtors have agreed with many of the Objecting Parties to postpone resolution of their Objections (which primarily relate to the determination of contract cure amounts) until the Feb. 17, 2016 omnibus hearing. Notable objections that remain unresolved as of Jan. 28 are those by: (i) CIT Bank, as Ultimates Agent (the "Ultimates Agent"); (ii) Unifi Completion Guaranty Insurance Solutions, Inc.; (iii) Colbeck Capital Management, LLC et al.; (iv) Netflix, Inc.; (v) VII Peaks Co-Optivist Income BDC II, Inc. et al.; and (vi) CIT Bank, as Production Loan Agent and Lender (the "Production Loan Agent"). The Debtors filed a memorandum addressing the Objections filed by the Ultimates Agent, Netflix, and VII Peaks. A copy of the memorandum is available for free at: http://bankrupt.com/misc/Relativity_1472_Plan_Brief.pdf The Debtors filed a separate memorandum addressing objections filed by UniFi, Colbeck and the Production Loan Agent. A copy of the document is available at: http://bankrupt.com/misc/Relativity_1510_Plan_Brief_Supp.pdf A copy of Ronald E. Hohauser's declaration in support of confirmation of the Plan is available for free at: http://bankrupt.com/misc/Relativity_1509_Plan_Decla.pdf A copy of the Updated Exhibit M to the Plan is available for free at: http://bankrupt.com/misc/Relativity_1525_Plan_Rev_Exh_M.pdf Colbeck Capital Management, LLC, CP IV SPV, LLC, and CB CA Lending, LLC, Jason Coldne, and CB Agency Services' attorneys: Adam C. Harris, Esq. Parker J. Milender, Esq. SCHULTE ROTH & ZABEL Tel: 212-756-2000 E-mail: Adam.Harris@srz.com Parker.Milender@srz.com VII Peaks Co-Optivist Income BDC II, Inc., VII Peaks Capital FBO Marquette. and VII Peaks-R Holdings, Inc.'s attorneys: RABINOWITZ, LUBETKIN & TULLY, LLC Jeffrey A. Cooper, Esq. 293 Eisenhower Parkway, Suite 100 Livingston, NJ 07039 Tel: (973) 597-9100 - and - DEUTSCH, LEVY & ENGEL, CHARTERED Joel A. Stein, Esq. 225 W Washington St # 1700 Chicago, IL 60606 Tel: (312) 346-1460 E-mail: stein@dlec.com Netflix, Inc.'s attorneys: Shane J. Moses, Esq. Scott H. McNutt, Esq. MCNUTT LAW GROUP LLP 188 The Embarcadero, Suite 800 San Francisco, CA 94105 Tel: (415) 995-8475 E-mail: smoses@ml-sf.com smcNutt@ml-sf.com Unifi Completion Guaranty Insurance Solutions, Inc.'s counsel: Jason Wallach GIPSON HOFFMAN & PANCIONE Tel: (310) 556-4660 E-mail: jwallach@ghplaw.com Counsel for CIT Bank, N.A.: Walter H. Curchack, Esq. Lance N. Jurich, Esq. Vadim J. Rubinstein, Esq. LOEB & LOEB LLP 345 Park Avenue New York, NY 10154 Tel: (212) 407-4000 Fax: (212) 407-4990 Relativity Media's attorneys: Richard L. Wynne, Esq. Bennett L. Spiegel, Esq. Lori Sinanyan, Esq. JONES DAY 222 East 41st Street New York, NY 10017 Telephone: (212)326-3939 Facsimile: (212)755-7306 E-mail: rlwynne@jonesday.com blspiegel@jonesday.com - and - Craig A. Wolfe, Esq. Malani J. Cademartori, Esq. Blanka K. Wolfe, Esq. SHEPPARD MULLIN RICHTER & HAMPTON LLP 30 Rockefeller Plaza New York, NY 10112 Telephone: (212)653-8700 Facsimile: (212)653-8701 E-mail: cwolfe@sheppardmullin.com mcademartori@sheppardmullin.com bwolfe@sheppardmullin.com 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, assisted the Debtors in raising up to $100 million of new equity to fund the Plan. RELATIVITY MEDIA: Manchester Parties, 2 Others to Accept Plan ------------------------------------------------------------- Relativity Fashion, LLC, and its affiliated debtors on Jan. 28, 2016, sought from the U.S. Bankruptcy Court an order pursuant to Rule 3018 of the Federal Rules of Bankruptcy Procedure authorizing certain of the Debtors' unsecured creditors to change their votes on the Plan. The Debtors and those creditors have stipulated to changing the vote on the Debtors' Plan, as amended, prior to, or at, the confirmation hearing. On Dec. 14, 2015 and Dec. 17, 2015, the Debtors and Ryan C. Kavanaugh, and together with Joseph Nicholas, filed their proposed Second Amended Plan and Disclosure Statement. In response to the Plan, the Debtors received votes from numerous creditors. Three creditors originally voted to reject the Plan but, following negotiations, later agreed to change their vote to either vote in favor of the Plan or abstain from voting pursuant to certain stipulations filed with the Court: Original Stipulation Changed Creditor Vote at Docket No. Vote -------- -------- ------------- ------- LAMF, LLC Reject 1454 Accept MICA Fund I, L.P. Reject 1400 Abstain Manchester Parties Reject 1432 Accept On Jan. 28, Jung W. Song, Managing Director at Donlin, Recano & Company, Inc., the balloting agent, filed a ballot report indicating that the Plan was accepted by holders of claims entitled to vote to accept or reject the Plan. A copy of the ballot report is available for free at: http://bankrupt.com/misc/Relativity_1459_Ballot_Report.pdf Mr. Song may be reached at: Jung W. Song, Esq. Managing Director, Vote & Distribution DONLIN, RECANO & COMPANY, INC. 48 Wall Street New York, NY 10005 Tel: 212-481-1411 E-mail: JSong@DonlinRecano.com The Stipulations The Manchester Parties reached a settlement agreement with the Official Committee of Unsecured Creditors wherein the parties agreed that (i) the Manchester unsecured claim will be fixed and allowed in the amount of $137,000,000, and (ii) Manchester waives its right to distributions on the claim from the first $35 million in distributions to creditors. The Debtors supported the settlement after negotiating certain modifications. The Debtors, the Creditor Parties, and the Committee also negotiated changes to the Second Amended Plan, which changes reflect the terms of the negotiated agreement by the parties and will be included in the Third Amended Plan. As part of the parties' agreement, the Manchester Parties agreed to change their votes to accept the Plan. Another party, RKA Film Financing, LLC, which made certain dedicated pre-release print and advertising loans to special purpose entities that own or license a single film and that are wholly-owned subsidiaries of Relativity Media, was granted an extension of the deadline to submit ballots on the Chapter 11 Plan to Jan. 26, 2016. Pursuant to a stipulation, RKA agreed to vote in favor of the Plan Proponent's Second Amended Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code, provided that, among other things, RKA will receive certain secured Replacement P&A Notes on the terms set forth in the Chapter 11 Plan, and RKA will not be a "releasing party" under the Plan. MICA Fund's attorneys: GIPSON HOFFMAN & PANCIONE Jason Wallach, Esq. 1901 Avenue of the Stars, Suite 1100 Los Angeles, CA 90067 Tel: (310) 556-4660 Fax: (310) 557-8945 E-mail: jwallach@ghplaw.com 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, assisted the Debtors in raising up to $100 million of new equity to fund the Plan. RELATIVITY MEDIA: Moses & Singer Submits Verified Statement ----------------------------------------------------------- Moses & Singer LLP, pursuant to Rule 2019(a) of the Federal Rules of Bankruptcy Procedure, submitted a verified statement as an entity representing more than one creditor in the Chapter 11 cases of Relativity Fashion, LLC, et al. M&S has been engaged to represent multiple parties in interest in connection with the chapter 11 cases: CARAT USA, Inc. 150 EAST 42nd Street New York, NY 10017 Mitchell Grossbach 38 Hillside Avenue Montclair, NJ 07042 The Entities each hold a claim against and/or are party to a pre-petition agreement with one or more of the Debtors. The firm can be reached at: MOSES & SINGER LLP Alan E. Gamza Christopher R. Gresh The Chrysler Building 405 Lexington Avenue New York, NY 10174 Tel: (212) 554-7800 Fax: (212) 554-7700 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, assisted the Debtors in raising up to $100 million of new equity to fund the Plan. RELATIVITY MEDIA: Panel's Settlement with Manchester Okayed ----------------------------------------------------------- The Official Committee of Unsecured Creditors Relativity Fashion, LLC, and its affiliated debtors on Feb. 1, 2016, received approval of a settlement with Manchester Securities Corp., and other creditors of the Debtors. The Creditors Committee on Jan. 8, 2016, filed a motion seeking approval of a settlement agreement with Manchester Securities Corp., Manchester Library Company LLC, Heatherden Securities LLC, Heatherden Securities Corp., Heatherden Holdings LLC, Beverly Blvd 2 Holdings LLC, Beverly Blvd 2 LLC, Elliott Management Corporation, Elliott Associates, L.P., Elliott Capital Advisors, L.P., Elliott International, L.P., Braxton Associates, Inc., and Elliott International Capital Advisors Inc. On Dec. 8, 2015, Manchester timely filed a proof of claim against each of the Debtors for claims arising under a prepetition credit facility. Each Manchester Claim asserts at least $137,078,557 in a liquidated, secured claim and an undetermined unliquidated, contingent claim arising under the A&R Credit Facility. The obligations of the Debtors under the A&R Credit Facility are secured by substantially all of the assets of the Debtors. The Committee conducted an investigation of claims and potential causes of actions against the Manchester Parties. Among other things, the Committee believes that: (i) the estate could assert a fraudulent conveyance claim against the Manchester Parties to recover the value of the Class A Interests that were transferred because Heatherden Sdecurities LLC received greater than reasonably equivalent value for its $1 payment at a time when the Debtors were insolvent on a balance sheet basis, and (ii) the Restated Manchester Credit Facility entered into on May 30, 2012, could be re-characterized as an equity instrument. The Committee said that while it had a reasonable litigation position in challenging the prepetition transactions involving Manchester and other investment funds, it acknowledged that pursuing litigation had an inherent level of significant risk, uncertainty, and cost. Pursuant to the settlement, the parties agree that: (i) the Manchester unsecured claim will be fixed and allowed in the amount of $137,000,000, (ii) Manchester waives its right to distributions on the claim from the first $35 million in distributions to creditors, which will be increased to $70 million, if, among other things, Manchester objects to the Plan. The Debtors and Ryan Kavanaugh, the co-proponent to the Debtors' proposed Plan of Reorganization, objected to the Committee's settlement motion. The Debtors complained that, among other things, the Creditor Parties remain free to oppose and/or reject the Plan Proponents' Second Amended Plan of Reorganization. After negotiations, the Plan Proponents, the Committee, and the Creditor Parties agreed to the terms of the order approving the Settlement. At the behest of the parties, the Court approved the Settlement and ordered that: * The Manchester Claim is fully and finally allowed as a general unsecured claim in the amount of $137,000,000 against each Debtor listed on Schedule 1 to the Settlement Agreement; provided that despite allowance against multiple Debtors, the Manchester Claim is not entitled to more than payment in full; provided, further, that any recoveries on account of the Manchester Claim are conditioned as provided in Section III of the Settlement Agreement. * The Committee is authorized and directed to execute and grant the releases of the Creditor Parties provided for in the Settlement Agreement on behalf of each of the Debtors and their respective estates, which releases shall bind the rights of creditors to bring fraudulent conveyance and other avoidance actions. * To the fullest extent permissible by applicable law and subject to the applicable governing documents, for non- debtor subsidiaries and affiliates of the Debtors in which the Debtors, in the aggregate, directly or indirectly, hold: (1) more than 50% of the equity interests, (2) equity rights entitling the Debtors to appoint a controlling majority of the board of directors, board of managers, or similar persons or entities with ultimate authority over the subject entity, or (3) equity rights entitling the Debtors to control, directly or indirectly, mergers or sales of substantially all assets of the subject entity ((1) – (3), together, the "Controlled Non-Debtor Subsidiaries"), the Debtors are authorized to cause each Controlled Non- Debtor Subsidiary to authorize, execute, and deliver to the Creditor Parties a Release Agreement in the form attached to the Settlement Agreement. * The time period in paragraph 34 of the Amended and Restated Final Order Pursuant to Sections 105, 361, 362, 363, 364, and 507 of the Bankruptcy Code (I) Authorizing Debtors to Obtain Superpriority Secured Debtor-in-Possession Financing, (II) Authorizing Debtors to Use Cash Collateral, (III) Granting Adequate Protection to the Cortland Parties and Manchester Parties and (IV) Granting Related Relief, entered by the Court on Nov. 3, 2015, to bring challenge Manchester's claims is terminated. * In accordance with the Amended DIP Order, the Creditors Parties shall have an allowed unsecured administrative expense claim against the Debtors' estates, pursuant to Bankruptcy Code section 364(c), in the amount of $5,750,000 on account of the professional fees and expenses of Ropes & Gray LLP, O'Melveny & Myers LLP, and Moelis & Company incurred by the Creditor Parties. The Professional Fee Claim represents a bargained for compromise, following reasonableness review by the Debtors and the Committee, and shall not be subject to further review for reasonableness under the Amended DIP Order or otherwise, including, without limitation, review by any fee examiner that may be appointed in these chapter 11 cases. The Plan Proponents' Second Amended Plan of Reorganization will be amended by the Plan Proponents to provide that the Debtors will issue two joint and several unsecured notes to the Creditor Parties in respect of the Professional Fee Claim: (i) a note for $2,875,000 with a balloon maturity on August 17, 2016, and (ii) a note for $2,875,000 with a balloon maturity on February 17, 2017. The Fee Notes shall provide that the payee of the Fee Notes will receive payment of the costs of collection and enforcement (including reasonable attorneys' fees and expenses) in the event of any default on payment of the Fee Notes. Counsel to the Creditor Parties: ROPES & GRAY LLP Keith H. Wofford, Esq. James A. Wright III, Esq. 1211 Avenue of the Americas New York, NY 10036-8704 Telephone: (212) 596-9000 Facsimile: (212) 596-9090 E-mail: keith.wofford@ropesgray.com james.wright@ropesgray.com - and - O'MELVENY & MYERS LLP Evan M. Jones, Esq. Daniel S. Shamah, Esq. 400 South Hope Street Los Angeles, CA 90071 Telephone: (213) 430-6236 Facsimile: (213) 430-6407 E-mail: ejones@omm.com dshamah@omm.com Attorneys for Ryan Kavanaugh: SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Van C. Durrer II, Esq. Annie Z. Li, Esq. 300 South Grand Avenue, Suite 3400 Los Angeles, CA 90071 - and - Shana A. Elberg, Esq. Four Times Square New York, NY 10036 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. RELATIVITY MEDIA: Touts Kevin Spacey Partnership in Ch. 11 Push --------------------------------------------------------------- Jonathan Randles at Bankruptcy Law360 reported that Relativity Media began its push on Feb. 1, 2016, in New York for court approval of its plan to restructure about $1 billion in debt, trumpeting a plan to have Kevin Spacey oversee the company's film production business -- a plan the "House of Cards" star endorsed in court via video -- as the key to turning around the troubled studio. In an unusual move, Relativity's attorneys kicked off the company's Chapter 11 confirmation hearing by playing a video for U.S. Bankruptcy Judge Michael Wiles of Spacey. 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. RYCKMAN CREEK: Feb. 12 Meeting Set to Form Creditors' Panel ----------------------------------------------------------- Andy Vara, Acting United States Trustee of Region 3, will hold an organizational meeting on Feb. 12, 2016, at 12:00 p.m. in the bankruptcy case of Ryckman Creek Resources, LLC, et al. The meeting will be held at: The DoubleTree Hotel 700 King St. Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. SABINE OIL: Creditors Gird for Fight Over Merger ------------------------------------------------ Tom Corrigan, writing for Dow Jones' Daily Bankruptcy Review, reported that Sabine Oil & Gas Corp.'s creditors are preparing to challenge the company's plan to restructure some $3 billion in debt at a potentially lengthy trial examining its ill-fated merger with Forest Oil Corp. According to the report, the trial, set to go before U.S. Bankruptcy Court Judge Shelley Chapman in Manhattan on Feb. 8, is the culmination of months of controversy over the merger and is likely to determine the future direction of Sabine's bankruptcy proceeding. According to the court's calendar, the judge has set aside four days for the hearing, the report related. As previously reported by The Troubled Company Reporter, citing Jonathan Randles at Bankruptcy Law360, Sabine Oil submitted a Chapter 11 plan on Jan. 26, 2016, in New York federal court and asked the court for permission to begin soliciting creditors on the gas and oil producer's plan to restructure $2.9 billion in debt. Sabine submitted its plan and a disclosure statement that's intended to give the Debtor's financial stakeholders a clear idea of how the company intends to restructure itself. The company filed for bankruptcy in July, blaming its significant debt on a dramatic plunge in oil prices. About Sabine Oil & Gas Corporation Sabine Oil & Gas Corp. is an independent energy company engaged in the acquisition, production, exploration, and development of onshore oil and natural gas properties in the U.S. The Company's current operations are principally located in the Cotton Valley Sand and Haynesville Shale in East Texas, the Eagle Ford Shale in South Texas, the Granite Wash in the Texas Panhandle, and the North Louisiana Haynesville. The Company operates, or has joint working interests in, approximately 2,100 oil and gas production sites (approximately 1,800 operating and approximately 315 non-operating) and has approximately 165 full-time employees. Sabine Oil and its affiliated entities sought Chapter 11 Protection (Bankr. S.D.N.Y. Lead Case No. 15-11835) in Manhattan on July 15, 2015. The Debtors have engaged Kirkland & Ellis LLP and Kirkland & Ellis International LLP, as counsel; Lazard Freres & Co. LLC, as investment banker and Prime Clerk LLC as notice, claims and balloting agent. The Debtors also tapped Zolfo Cooper Management, LLC, to provide Jonathan A. Mitchell as CRO and other additional personnel. The U.S. Trustee for Region 2 appointed five creditors to serve on the official committee of unsecured creditors. The Committee tapped Mark R. Somerstein, Esq., Keith H. Wofford, Esq., and D. Ross Martin, Esq., at Ropes & Gray LLP as counsel. The Committee also retained Blackstone Advisory Partners L.P. as investment banker; and Berkeley Research Group, LLC as financial advisor. SAMSON RESOURCES: Committee Seeks to Hire Holland for Land Services ------------------------------------------------------------------- The Official Committee of Unsecured Creditors of Samson Resources Corporation seeks court approval to retain Holland Acquisitions, Inc. d/b/a Holland Services, as its land services company, nunc pro tunc to Nov. 16, 2015. Holland and its professionals have over 30 years of significant experience through all phases of the production cycle, in virtually every basin in the United States. Holland has considerable experience investigating oil and gas-related real property records and has performed such work for bankruptcy trustees, as well as secured and unsecured creditors, in bankruptcy cases of all sizes. For instance, Holland was recently retained by the Official Committee of Unsecured Creditors of Quicksilver Resources, Inc. and by the Chapter 11 Trustee in the chapter 11 case of Buckingham Oil Interests, Inc. The Committee has selected Holland as its land services company based upon, among other things, (i) the Committee’s need to retain a skilled land services company to perform certain tasks with respect to the Debtors’ assets and complex restructuring activities and (ii) Holland’s extensive experience and excellent reputation with regard to oil and gas assets and its specialized knowledge in and out of the bankruptcy context. Holland will review and analyze the Debtors’ oil and gas reserves and related real property interests, determine which of such interests are described on mortgages filed against the Debtors, advise the Committee, and provide such other services as requested by the Committee. The Master Services Agreement provides that as compensation for services provided in the Chapter 11 Cases, Holland will be paid in accordance with the compensation terms and rate sheets: Project Manager/Crew Chief $450.00 per day Senior Landman/Senior Abstractor $400.00 per day Landman/Abstractor $350.00 per day GIS Operator $55.00 per hour GIS Tech $45.00 per hour Land/Lease Analyst $350.00 per day Land/Lease Tech $300.00 per day Holland also will seek reimbursement of expenses incurred by Holland personnel in connection with services performed under the Master Services Agreement, including, but not limited to, a fixed rate per diem, a mobile phone charge, a mileage allowance, administrative/supervision charges, and additional third party charges. Holland 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. Holland Services can be reached at: HOLLAND SERVICES 309 West 7th Street, Suite 200 Fort Worth, TX 76102 Toll Free: 800.585.3755 Tel: 817.698.9393 Fax: 817.698.9396 E-mail: info@hollandservices.com About Samson Resources Samson Resources Corporation, et al., filed Chapter 11 bankruptcy petitions (D. Del. Lead Case No. 15-11934) on Sept. 16, 2015. Philip W. Cook, the executive vice president and chief financial officer, signed the petitions. The Debtors estimated assets and liabilities of more than $1 billion. Samson is an onshore oil and gas exploration and production company with interests in various oil and gas leases primarily located in Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming. The Operating Companies operate, or have royalty or working interests in, approximately 8,700 oil and gas production sites. Samson was acquired by KKR and Crestview from Charles Schusterman in December 2011 for approximately $7.2 billion. The investor group provided approximately $4.1 billion in equity investments as part of the purchase price. Kirkland & Ellis LLP is the Debtors' general counsel. Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel. Alvarez & Marsal LLC acts as the Debtors' financial advisor. Blackstone Advisory Partners L.P. serves as the Debtors' Investment banker. Garden City Group, LLC serves as claims and noticing agent to the Debtors. Andrew Vara, acting U.S. trustee for Region 3, appointed three creditors of Samson Resources Corp. and its affiliated debtors to serve on the official committee of unsecured creditors. SAMSON RESOURCES: Seeks to Retain Quinn as Conflicts Counsel ------------------------------------------------------------ Samson Resources Corporation and its affiliated debtors seek authorization to employ Quinn Emanuel Urquhart & Sullivan, LLP, as special litigation and conflicts counsel, nunc pro tunc to Dec. 16, 2015. The Debtors propose to tap Quinn Emanuel to represent them as special litigation and conflicts counsel for matters in which Kirkland & Ellis, LLP, the Debtors' primary bankruptcy counsel, has an actual or potential conflict of interest. One such matter has already arisen, involving potential disputes or other issues regarding the Debtors and certain of the Hedge Banks and the First Lien Agent. Compensation will be payable to Quinn Emanuel on an hourly basis at the firm’s standard hourly rates, plus reimbursement of actual, necessary expenses and other charges incurred by the Firm. Currently, hourly rates of partners of Quinn Emanuel range from $840 to $1,175. Other attorneys' hourly rates, including counsel positions, range from $490 to $1,010. The hourly rates charged for Quinn Emanuel's law clerks and legal assistants range from $300 to $365. The following professionals presently are expected to have primary responsibility for providing services to the Debtors: Susheel Kirpalani (Partner, $1,045 per hour) James C. Tecce (Partner, $935 per hour) Kate Scherling (Associate, $735 per hour) William Pugh (Associate, $570 per hour). James C. Teece, a partner of Quinn Emanuel Urquhart & Sullivan, LLP, assures the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The firm can be reached at: Susheel Kirpalani QUINN EMANUEL URQUHART & SULLIVAN, LLP Tel: (212) 849 7000 Fax: (212) 849 7100 E-mail: susheelkirpalani@quinnemanuel.com About Samson Resources Samson Resources Corporation, et al., filed Chapter 11 bankruptcy petitions (D. Del. Lead Case No. 15-11934) on Sept. 16, 2015. Philip W. Cook signed the petition as executive vice president and chief financial officer. The Debtors estimated assets and liabilities of more than $1 billion. Samson is an onshore oil and gas exploration and production company with interests in various oil and gas leases primarily located in Colorado, Louisiana, North Dakota, Oklahoma, Texas, and Wyoming. The Operating Companies operate, or have royalty or working interests in, approximately 8,700 oil and gas production sites. Samson was acquired by KKR and Crestview from Charles Schusterman in December 2011 for approximately $7.2 billion. The investor group provided approximately $4.1 billion in equity investments as part of the purchase price. Kirkland & Ellis LLP represents the Debtors as general counsel. Klehr Harrison Harvey Branzburg LLP is the Debtors' local counsel. Alvarez & Marsal LLC acts as the Debtors' financial advisor. Blackstone Advisory Partners L.P. serves as the Debtors' Investment banker. Garden City Group, LLC serves as claims and noticing agent to the Debtors. Andrew Vara, acting U.S. trustee for Region 3, appointed three creditors of Samson Resources Corp. and its affiliated debtors to serve on the official committee of unsecured creditors. The Committee has tapped White & Case LLP as counsel and Farnan LLP as local counsel. SAN BERNARDINO, CA: Bondholders Resume Talks -------------------------------------------- Steven Church, writing for Bloomberg News, reported that San Bernardino bondholders are back at the bargaining table to hash out a reorganization plan for the bankrupt city, perhaps spurred by a deadly terrorist shooting in December. According to the report, the bondholders, who are owed about $50 million, were the last major creditor group opposing the city's plan to impose cuts on them and city employees while it also tried to reform a city charter that contributes to high wages for police and firefighters. The report related that the Dec. 2 shooting in which 14 people were killed and the national outpouring of sympathy it engendered might have prompted the bondholders to renew talks, city attorney Gary Saenz said. The bondholders' attorney called soon after the shooting to ask that mediation resume, Mr. Saenz told Bloomberg. "Prior to that we had reached an impasse and we were pretty far apart," Mr. Saenz further told Bloomberg. The two sides met earlier in January and are now much closer to a deal, according to Mr. Saenz. About San Bernardino San Bernardino, California, filed an emergency petition for municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012. San Bernardino, a city of about 210,000 residents roughly 65 miles (104 km) east of Los Angeles, estimated assets and debt of more than $1 billion in the bare-bones bankruptcy petition. The city council voted on July 10, 2012, to file for bankruptcy. The move lets San Bernardino bypass state-required mediation with creditors and proceed directly to U.S. Bankruptcy Court. The city is represented that Paul R. Glassman, Esq., at Stradling Yocca Carlson & Rauth. San Bernardino joined two other California cities in bankruptcy: Stockton, an agricultural center of 292,000 east of San Francisco, and Mammoth Lakes, a mountain resort town of 8,200 south of Yosemite National Park. The City was granted Chapter 9 protection on Aug. 28, 2013. The City filed on May 14, 2015, a Plan to exit court protection. The Plan proposes to some bondholders a penny on the dollar but maintains pension benefits for retired city workers. The Plan proposes to make full payments into the pension fund run by California Public Employees' Retirement System. * * * The Troubled Company Reporter, on Oct. 28, 2015, reported that the hearing on the disclosure statement with respect to the Plan for the Adjustment of Debts of the City of San Bernardino, California, has been continued to Dec. 23, 2015, at 1:30 p.m. SAPPHIRE DEVELOPMENT: Ch. 11 a "Tactical Litigation Maneuver" ------------------------------------------------------------- Diane Davis, writing for Bloomberg Brief - Distress & Bankruptcy, reported that the Chapter 11 bankruptcy filing of a business that conducted no business, had no employees, failed to pay taxes on its property, and only received income from related entities was filed in bad faith, and the bankruptcy court properly dismissed it, a district court in Connecticut held Feb. 1. According to the report, affirming the judgment of the bankruptcy court, Judge Michael P. Shea of the U.S. District Court for the District of Connecticut concluded that the "dismissal for cause" was supported by the evidence that debtor Sapphire Development, LLC's bankruptcy filing was a "tactical litigation maneuver" that wasn't supported by the purpose of bankruptcy law. The purpose of Chapter 11 reorganization, the court said, is "to assist financially distressed busines enterprises by providing them with breathing space in which to return to a viable state," the report related. Whether a finding of both subjective bad faith and objective futility is needed for a court to dismiss a bankruptcy case for cause under Bankruptcy Code Section 1112(b) isn't clear in the Second Circuit, the court said, citing In re C-TC 9th Ave. P'ship, 113 F.3d 1304 (2d Cir. 1997), the report further related. Nevertheless, the district court found that Second Circuit precedents don't require both subjective bad faith and objective futility, the report added. SEAPORT AIRLINES: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: SeaPort Airlines, Inc. fdba Wings of Alaska fka Alaska Juneau Aeronautics, Inc. 7505 NE Airport Way Portland, OR 97218 Case No.: 16-30406 Chapter 11 Petition Date: February 5, 2016 Court: United States Bankruptcy Court District of Oregon Judge: Hon. Randall L. Dunn Debtor's Counsel: Douglas R Ricks, Esq. VANDEN BOS & CHAPMAN, LLP 319 SW Washington St #520 Portland, OR 97204 Tel: (503) 241-4869 Email: vbcservicedougr@yahoo.com - and - Robert J Vanden Bos, Esq. VANDEN BOS & CHAPMAN, LLP 319 SW Washington #520 Portland, OR 97204 Tel: (503) 241-4869 Email: vbcservice@yahoo.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Timothy F. Sieber, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/orb16-30406.pdf SFX ENTERTAINMENT: Feb. 12 Meeting Set to Form Creditors' Panel --------------------------------------------------------------- Andy Vara, Acting United States Trustee of Region 3, will hold an organizational meeting on Feb. 12, 2016, at 10:00 a.m. in the bankruptcy case of SFX Entertainment, Inc., et al. The meeting will be held at: The DoubleTree Hotel 700 King St. Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. SPORTS AUTHORITY: Said to Take Steps Toward Chapter 11 ------------------------------------------------------ Jodi Xu Klein and Lauren Coleman-Lochner, writing for Bloomberg Brief - Distress & Bankruptcy, reported that Sports Authority Inc. is preparing to file for bankruptcy as it faces a debt payment due in 10 days, according to people with knowledge of the matter. The retailer, once the biggest sporting-goods chain in the U.S., is in talks with lenders including TPG Capital Management LP on a deal to reorganize in Chapter 11 bankruptcy proceedings, the Bloomberg report said, citing the people, who asked not to be named because the negotiations are private. It's also mapping out a plan to close as many as 200 of its more than 450 stores under the bankruptcy plan, the report further cited the people as saying. Sports Authority is negotiating with creditors as the clock ticks on a $20 million interest payment that it skipped in January on its $343 million of subordinated debt, the Bloomberg report related. It's been talking to holders of those bonds about accepting a loss in exchange for other securities, said the people, the report further related. The company would be able to stave off a bankruptcy filing if it reaches a deal with the bondholders, the Bloomberg report said. The subordinated bondholders are being advised by Houlihan Lokey Inc. The company's advisers are Rothschild & Co., FTI Consulting Inc. and Gibson Dunn & Crutcher LLP. * * * As reported by the Troubled Company Reporter on Jan. 22, 2016, Moody's Investors Service downgraded The Sports Authority Inc.'s Corporate Family Rating and $300 million secured term loan due 2017 rating to Caa3 from Caa1 due to the company's announcement that it elected to not make the approximately $21 million subordinated notes interest payment that was due Jan. 15, 2016. The ratings outlook is negative. SPYGLASS RESOURCES: Oil Assets for Sale; Bids Due March 10 ---------------------------------------------------------- Ernst & Young Inc., the court-appointed receiver and manager of Spyglass Resources Corp. and its affiliates, is putting Spyglass' oil assets on the sale block. The assets had combined 2015 average production of approximately 9,603 boe/d, and include 345,708 net underdeveloped acres of land in Alberta and British Columbia, and associated infrastructure. The assets of Spyglass are being offered for sale in these packages: 1. Dixonville - 1,312 boe/d and 12,542 net underdeveloped acres 2. Southern Alberta Oil (SAB Oil) - 2,801 boe/d and 49,228 net underdeveloped acres 3. Matziwin - 464 boe/d and 59,641 net underdeveloped acres 4. British Columbia (BC) - 740 boe/d and 49,215 5. Peace River Arch (PRA) - 843 boe/d and 10,600 net underdeveloped acres 6. Drumheller - 309 boe/d and 22,216 net underdeveloped acres 7. Southern Alberta Gas (SAB Gas) - 414 boe/d and 8,324 net underdeveloped acres 8. Provost - 527 boe/d and 42,237 net underdeveloped acres 9. Pembina - 173 boe/d and 6,053 net underdeveloped acres 10. Northern Alberta (NAB) - 1,933 boe/d and 85,562 net underdeveloped acres 11. Royalty Interests - 87 boe/d and royalty interests in 159,256 acres of land 12. Proprietary Seismic - proprietary and partner interests in 3,917 sq. km. of 3D seismic and 23,801 km of 2D seismic Bid deadline is 5:00 p.m. (Mountain Time) on March 10, 2016. Parties interested in acquiring all of any of the asset packages of Spyglass are invited to contact the receiver by phone or email; or go to the receiver's website for further information and detail of the Spyglass sale process at http://www.ey.com/ca/spyglassresources The receiver can be reached at: Spyglass Resources Corp. 1000, 440 2nd Avenue SW Calgary, Alberta T2P 5E9 Tel: +1-403-930-3504 Email: spyglass.saleprocess@ca.ey.com Based in Calgary, Canada, Spyglass Resources Corp. (TSX: SGL, OTCQX: SGLRF) -- http://www.spyglassresources.com-- is a intermediate oil & gas company. The company's asset base includes stable, low decline oil and natural gas production in Alberta and British Columbia. SWIFT ENERGY: Creditors Have Until March 4, 2016 to File Claims --------------------------------------------------------------- A federal judge approved the deadline proposed by Swift Energy Co. for filing pre-bankruptcy claims. The order, issued by U.S. Bankruptcy Judge Mary Walrath, gives creditors holding claims that arose on or before the company's bankruptcy filing until March 4, 2016, to file a proof of their claims. Meanwhile, all governmental units that have pre-bankruptcy claims must submit a proof of their claims on or before June 28, 2016. This deadline is called a "bar date" because it means that creditors who come forward after that date may be "barred" from ever filing a claim against the company. About Swift Energy Headquartered in Houston, Texas, Swift Energy Company is an independent energy company engaged in the exploration, development, production and acquisition of oil and natural gas properties. Its primary assets and operations are focused in the Eagle Ford trend of South Texas and the onshore and inland waters of Louisiana. Swift Energy Company and eight of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 15-12669 to 15-12677) on Dec. 31, 2015. The petitions were signed by Alton D. Heckaman, Jr., the executive vice president and CFO. Judge Mary F. Walrath has been assigned the cases. The Debtors disclosed total assets of $1.02 billion and total debt of $1.34 billion as of Sept. 30, 2015. The Debtors engaged Jones Day as general counsel; Richards, Layton & Finger, P.A., as local counsel; Lazard Freres & Co, LLC as investment banker; Alvarez & Marsal North America LLC as financial advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent. The Office of the U.S. Trustee appointed three creditors to the Debtors' official committee of unsecured creditors. Reed Smith LLP represents the committee. SYCAMORE INVESTMENT: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Sycamore Investment Group-Olympiad, LLC dba Magnolia Terrace 15500 New Barn Road, Suite 104 Miami Lakes, FL 33014 Case No.: 16-11720 Chapter 11 Petition Date: February 5, 2016 Court: United States Bankruptcy Court Southern District of Florida (Miami) Judge: Hon. Jay A. Cristol Debtor's Counsel: Paul J. Battista, Esq. GENOVESE JOBLOVE & BATTISTA, P.A. 100 SE 2 St #4400 Miami, FL 33131 Tel: (305) 349-2300 Fax: (305) 349-2310 Email: pbattista@gjb-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Peter S. Pessoa, authorized officer. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb16-11720.pdf TAYLOR-WHARTON INT'L: Court Approves Joint Administration of Cases ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized the joint administration of the Chapter 11 case of Taylor-Wharton International LLC with Taylor-Wharton Cryogenics LLC. The cases are consolidated for procedural purposes only and will be administered under Case No. 15-12075 (Taylor-Wharton International LLC). About Taylor-Wharton Taylor-Wharton International LLC and Taylor-Wharton Cryogenics LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12075) on Oct. 7, 2015. The petition was signed by Thomas Doherty as chief restructuring officer. Cryogenics is a leading designer, engineer and manufacturer of cryogenic equipment designed to transport and store liquefied atmospheric and hydrocarbon gases. Cryogenics has a single United States operation in Theodore, Alabama. Cryogenics is the direct or indirect parent of several foreign non-debtor subsidiaries which have manufacturing operations in China, Malaysia, Slovakia, and warehousing operations in Germany and Australia. The Debtors have engaged Reed Smith LLP as general bankruptcy counsel, Argus Management Corporation as interim management services provider, Stifel, Nicolaus & Company, Incorporated and Miller Buckfire & Company LLC as investment banker and Logan & Company, Inc., as noticing and claims agent. Taylor-Wharton International LLC disclosed total assets of $14,463,438 and total liabilities of $47,978,923 as of the Chapter 11 filing. O'Neal Steel Inc. is listed as the largest unsecured creditor holding a trade claim of $788,815. Judge Brendan Linehan Shannon is assigned to the case. TERVITA CORP: Considers Asset Sales, Restructuring -------------------------------------------------- Rebecca Penty, Scott Deveau and Michael Bellusci, writing for Bloomberg Brief - Distress & Bankruptcy, reported that Tervita Corp. is considering options including asset sales and debt restructuring as it struggles with high leverage amid a crude market slump. According to the report, the Calgary-based oil-field services company is working with advisers on the process, Cam Hantiuk, a company spokesman, said in an e-mail. "Like a great many companies in the energy space we would always consider divestiture of non-core assets just as we did in 2015, when we divested the majority of our U.S. operations," Mr. Hantiuk told Bloomberg. "Some of those considerations relate to debt structure." Tervita, a closely held company focused on environmental and energy waste management services for the oil and natural gas industry, is carrying C$3.45 billion ($2.45 billion) of debt 19 months into a crude price rout, according to data compiled by Bloomberg. * * * The Troubled Company Reporter, on Nov. 27, 2015, reported that Moody's Investors Service downgraded Tervita Corporation's Corporate Family Rating to Caa2 from Caa1, Probability of Default Rating to Caa2-PD from Caa1-PD, senior secured term loan rating to Caa1 from B3, senior secured notes rating to Caa1 from B3, and the senior unsecured notes rating to Caa3 from Caa2. The first lien senior secured revolver rating was affirmed at B1. The outlook was changed to negative from stable. Moody's withdrew the SGL rating. "The downgrade reflects the expected decline in Tervita's EBITDA that will lead to leverage of 15x in 2016," said Paresh Chari, Moody's Analyst. "Tervita's capital structure is untenable in this weak commodity price environment." TRANSCOASTAL CORP: Plan Declared Effective Jan. 28; Bar Dates Set ----------------------------------------------------------------- TransCoastal Corporation and Corterra Operating LLC filed a notice with the U.S. Bankruptcy Court for the Northern District of Texas to inform that their first amended joint prepackage plan of reorganization became effective on Jan. 28, 2016. The Debtors' plan was confirmed by the Court on Jan. 12, 2016. Transcoastal and Corterra also notified parties-in-interest of these deadlines related to the processing of post-petition claims: -- Deadline to file applications or claims for payment of administrative claims (other than professional fee claims) is March 13, 2016 or 45 days after the effective date. -- Deadline to file claims arising from the rejection of an executory contract is Feb. 29, 2016 or first business day that is 30 days after the effective date. -- Deadline to file applications for professional fee claims is March 13, 2016 or (45 days after the effective date). -- Deadline for the reorganized Debtors to file claims objections is Sept. 3, 2016 or 180 days after the proof of claim bar date. -- Deadline to file post-petition tax claims is March 13, 2016 or the later of (i) 45 days after the effective date, or (ii) 90 days following the filing with the applicable governmental unit of tax return for taxes for tax year or period. Dallas, Texas-based TransCoastal Corporation, et al., filed for Chapter 11 protection (Bankr. N.D. Tex. Case No. 15-34956) on Dec. 8, 2015. The petitions were signed by Stuart Hagler, chief executive officer. The Hon. Harlin DeWayne Hale presides over the cases. The Debtors tapped Stephen M. Pezanosky, Esq., at Haynes And Boone, LLP, as counsel, and Blackhill Partners, LLC, as their financial advisor. TransCoastal estimated assets at $1 million to $10 million and debts at $10 million to $50 million. VARIANT HOLDING: H14 Debtors Can Use Cash Collateral in Interim --------------------------------------------------------------- Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware authorized debtors 100400 Sandpiper Apartments, LLC, et al. ("H14 Portfolio Debtors") to use cash collateral in the interim. The H14 Portfolio Debtors obtained a loan from Centennial Bank ("Lender") in the original maximum principal amount of $65 million ("Prepetition Debt"). As of Petition Date, the H14 Portfolio Debtors are jointly and severally liable for payment of the Prepetition Debt in an amount not less than $55,271,546, plus certain unpaid fees, interests, expenses, disbursements, indemnification, obligations and charges or claims of whatever nature. Fees, costs and expenses reimbursable under prepetition loan documents in the aggregate amount of $116,886, consisting of $104,562 in unpaid legal fees, $12,000 in unpaid advisor fees, and $324 in unreimbursed costs, remain unpaid. Judge Shannon authorized the H14 Portfolio Debtors to use cash collateral in which the Lender has an interest, all deposits subject to set-off rights in favor of the Lender, and all cash arising from the collection or other conversion to cash of the Prepetition Collateral, including from the collection of rents and accounts receivable, and to pay allowable amounts including interest at the 7% non-default rate of interest, all fees, costs, expenses, and other charges due or coming due under the Prepetition Loan Documents or in connection with the Prepetition Debt, and all reasonable costs and expenses incurred by the Lender in connection with (a) the negotiation, preparation and submission of the Interim Order and any other document related thereto, and (b) the representation of the Lender in the Chapter 11 Cases. The Termination Date will occur upon the earliest to occur of the following: (i) the H14 Portfolio Debtors' failure, within 35 days after the Petition Date, to obtain entry of the Final Order; (ii) the occurrence of an Event of Default; (iii) the closing date of the sale of substantially all of the assets of the H14 Portfolio Debtors; (iv) the occurrence of the effective date of a chapter 11 plan for any of the H14 Portfolio Debtors; and (v) Dec. 1, 2016. On the Termination Date, (i) the H14 Portfolio Debtors' authorization to use Cash Collateral for any purpose will automatically terminate; (ii) the H14 Portfolio Debtors will be prohibited from using Cash Collateral for any purpose other than payment of the Lender's claim, or payment of any outstanding Adequate Protection Payments; and (iii) the Lender shall be entitled to set off any cash in the Lender's possession or control and apply such cash to the Lender's claim. Judge Shannon adds that the H14 Portfolio Debtors will be permitted to use Cash Collateral after the Termination Date to pay accrued but unpaid expenses, but solely to the extent such expenses were incurred prior to the Termination Date in accordance with the Approved Budget. The H14 Portfolio Debtors said they have an immediate and critical need to use Cash Collateral, in order to minimize disruption to and avoid the diminution in value of their properties and businesses. He further acknowledged that the entry of the Interim Order will enhance the possibility of maximizing the value of the H14 Portfolio Debtors' businesses. Without the use of cash collateral, the H14 Portfolio Debtors will not have sufficient liquidity to continue their operations. The Lender is entitled to receive adequate protection to the extent of any diminution in value of its interests in the Prepetittion Collateral, including the Cash Collateral, computed on an aggregate basis, from and after the Petition date, resulting from the use of Cash Collateral, and the use, sale, lease, consumption or disposition of Prepetition Collateral, among others. The final hearing on the H14 Portfolio Debtors' Motion is scheduled on Feb. 11, 2016 at 10:00 a.m. About Variant Holding Company 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. VARIANT HOLDING: Seeks Approval of $190-Mil. Sale to Beach Point ---------------------------------------------------------------- Variant Holding Company, LLC and its affiliated debtors ask the U.S. Bankruptcy Court for the District of Delaware to authorize the sale of their properties free and clear of liens, claims, encumbrances and other interests to BPC VHI, L.P., Beach Point Total Return Master Fund, L.P., and Beach Point Distressed Master Fund, L.P. ("Beach Point Funds"). The properties which the Debtors seek to sell a portfolio of 23 properties ("Full Portfolio") which consists of real property, improvements, and related personal property, located in various states. The Debtors relate that under the Purchase Agreement, the Beach Point Funds will acquire the Acquired Assets for consideration totaling $190,000,000 ("Purchase Price"), which consideration shall be provided in the form of the Beach Point Funds (i) credit bidding the full amount of the "Tranche B Obligations" under the Amended and Restated Debtor-in-Possession Loan, Security and Guaranty Agreement, dated Jan. 14, 2016, which, under the DIP Agreement, are to be secured by the Properties and may be over $41 million at the time of closing of the Sale, (ii) the assumption or payment in full of all allowed claims asserted against the Property-Owning Debtors, and (iii) the Beach Point Funds' waiver of any right to payment or distribution of proceeds of the Purchase Price that would otherwise be payable to the Beach Point Funds pursuant to the Settlement Agreement, dated Oct. 17, 2014. The Debtors further relate that the Beach Point Funds were owed $94,863,172 under the Settlement Agreement. The Debtors tell the Court that they concurrently filed a Motion to approve Bid Procedures and an auction and sale process to solicit higher and better bids for the Properties. They further tell the Court that they have entered into the Purchase Agreement with the Buyer in order to bring certainty to the sale process. The Debtors assert that the offer from Beach Point Funds is the highest and best offer currently available. The Debtors, however, intend to continue to market the Properties over the next 60 days pursuant to the Bid Procedures Motion, and they will be looking for proposals for the Properties as either the Full Portfolio or for one or more Properties, subject to the terms of the Bid Procedures. The Debtors relate that as set forth in their Bid Procedures, potential bidders may submit bids as a cash amount or credit bid either (a) for the Full Portfolio for a purchase price equal to not less than the Stalking Horse Purchase Price plus the Termination Payment plus the Expense Reimbursement plus $250,000, or (b) for one or more of the Properties for a purchase price equal to not less than the price set forth in Exhibit A to the Bid Procedures for each Property being bid on; provided that any bid, including any credit bid, must provide for the payment of the Termination Payment and Expense Reimbursement, or any amount thereof allocated to any Property being bid, in cash. The Debtors tell the Court that they will seek approval of the Sale or Sales at a hearing following the auction for the Properties established by the Bid Procedures. The Debtors further tell the Court that at the Sale Hearing, the they will seek the entry of a report and recommendation from the Court, whereby the Court will recommend that the United States District Court for the District of Delaware enter the Sale Order authorizing and approving the transactions contemplated by one or more of the Sales, or approval of the Sale of the Acquired Assets to the Buyer pursuant to the Purchase Agreement. The Debtors add that unless they are able to sell the Properties without the need for a District Court order or not through a chapter 11 plan, the Sale Hearing will be held contemporaneously with a hearing for confirmation of a chapter 11 plan to be proposed by the Debtors. The Debtors submit that the Sale is in the best interests of their estates and maximizes recoveries for the Debtors' Properties. Variant Holding Company and its affiliated debtors are represented by: Richard M. Pachulski, Esq. Maxim B. Litvak, Esq. Peter J. Keane, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801) Telephone: (302)652-4100 Facsimile: (302)652-4400 E-mail: rpachulski@pszjlaw.com mlitvak@pszjlaw.com pkeane@pszjlaw.com About Variant Holding Company 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. VAUGHAN COMPANY: Court Issues Amended Opinion Denying Confirmation ------------------------------------------------------------------ Judge Robert H. Jacobvitz of the United States Bankruptcy Court for the District of New Mexico issued an Amended Memorandum Opinion dated December 21, 2015, which is available at http://is.gd/xCwJT6 from Leagle.com, denying confirmation of the Chapter 11 plan proposed by Judith Wagner, Chapter 11 Trustee of the estate of Debto; Vaughan Company, Realtors. The Debtor defrauded hundreds of innocent investors through its promissory note program which paid earlier investors with funds contributed by later investors. Through the plan, the Trustee seeks to effectuate a "rising tide" distribution method because Trustee believes that type of distribution method is the most equitable way to distribute limited funds among investors defrauded by the scheme. The Unsecured Creditors' Committee objected to confirmation, asserting that the "rising tide" distribution method fails to comply with the confirmation requirements under the Bankruptcy Code. The amended memorandum opinion corrects typographical errors in a chart setting forth the number of votes cast in Class 4 and the number of holders of Class 4 claims voting to accept the Plan. The memorandum opinion dated Dec. 14, 2015, has not otherwise been amended. The case is In re: THE VAUGHAN COMPANY, REALTORS, Debtor, No. 11-10-10759 JA (Bankr. D.N.M.). About The Vaughan Company Realtors The Vaughan Company Realtors filed for Chapter 11 protection (Bankr. N.M. Case No. 10-10759) on Feb. 22, 2010. George D. Giddens, Jr., Esq., represents the Debtor in its restructuring efforts. The Company estimated both assets and debts of between $1 million and $10 million. Judith A. Wagner was appointed as Chapter 11 Trustee. Mr. Vaughan filed a separate Chapter 11 petition (Bankr. D. N.M. Case No. 10-10763) on Feb. 22, 2010. The case was converted to a chapter 7 proceeding on May 20, 2010. Yvette Gonzales is the duly appointed trustee of the Chapter 7 estate. VERSO CORP: 341 Meeting of Creditors Set for March 7 ---------------------------------------------------- A meeting of creditors of Verso Corp. and its affiliates is set to be held on March 7, 2016, at 2:00 p.m., according to a filing with the U.S. Bankruptcy Court for the District of Delaware. The meeting will be held at J. Caleb Boggs Federal Building, 844 King Street, Wilmington, Delaware. The court overseeing the bankruptcy case of a company schedules the meeting of creditors usually about 30 days after the bankruptcy petition is filed. The meeting is called the "341 meeting" after the section of the Bankruptcy Code that requires it. A representative of the company is required to appear at the meeting and answer questions under oath. The meeting is presided over by the U.S. trustee, the Justice Department's bankruptcy watchdog. 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. VERSO CORP: U.S. Trustee Forms 7-Member Creditors' Committee ------------------------------------------------------------ Andrew Vara, acting U.S. trustee for Region 3, appointed seven creditors of Verso Corp. and its affiliates to serve on the official committee of unsecured creditors. The unsecured creditors are: (1) Wilmington Trust, N.A. Attn: Steven M. Cimalore Rodney Square North 1100 N. Market St. Wilmington, DE 19890 Phone: 302-636-6058 Fax: 302-636-4145 (2) Delaware Trust Co. Attn: Sandra E. Horwitz 2711 Centerville Rd. Wilmington, DE 19808 Phone: 800-927-9801 x 62412 Fax: 302-636-8666 (3) Pension Benefit Guaranty Corp. Attn: Michael Strollo 1200 K St., NW, Washington DC 20005 Phone: 202-326-4070 x 4907 Fax: 202-326-4112 (4) United Steelworkers Attn: David R. Jury 60 Boulevard of the Allies Room 807 Pittsburgh, PA 15222 Phone: 412-562-2545 Fax: 412-562-2574 (5) General Electric International Inc. Attn: Glenn Reisman 12 Old Hollow Rd., Ste. B Trumbull, CT 06611 Phone: 203-944-0401 (6) Valmet, Inc. Attn: Tony Auffant 2425 Commerce Ave., Ste. 100 Duluth, GA 30096 Phone: 770-263-1572 Fax: 770-441-9652 (7) Andritz Inc. Attn: Carl Luhrmann One Namic Pl. Glens Falls, NY 12801 Phone: 518-745-2752 Fax: 518-793-6555 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About 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. VISION SOLUTIONS: S&P Lowers CCR to 'B-', on CreditWatch Negative ----------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Irvine, Calif.-based Vision Solutions Inc. to 'B-' from 'B+' and placed the rating on CreditWatch with negative implications. In addition, S&P lowered the issue-level rating to 'B' from 'BB-' on the company's $240 million first-lien senior secured term loan due July 2016. The recovery rating remains '2', which indicates S&P's expectation of substantial (70% to 90%; upper half of the range) recovery in the event of payment default. S&P also lowered the issue-level rating to 'CCC' from 'B-' on the company's $90 million second-lien senior secured term loan due July 2017. The recovery rating remains '6', which indicates S&P's expectation of negligible (0% to 10%) recovery in the event of payment default. S&P also placed all issue-level ratings on CreditWatch with negative implications. "The rating action reflects our view that Vision Solutions faces significant refinancing risk related to its near-term debt maturities in July 2016 and July 2017 totaling $270 million," said Standard & Poor's credit analyst Tuan Duong. "In addition, Vision Solutions' operating performance has fallen short of our expectations because of continued declines in license and maintenance revenues in fiscal 2015. During the year total revenues declined by approximately 4%, as Windows-related revenues decreased by 11% and IBM Power Server-related revenues were flat. We estimate that approximately two-thirds and one-third of fiscal 2015 revenues were derived from IBM Power- and Windows-related revenues, respectively. The company's software revenues streams are closely linked to the upgrade activity of IBM Power Servers, which has ramped new software sales slower than we expected since the new product release in late 2014. In addition, extended server refreshes and longer sales cycles have resulted in greater revenue volatility for Vision Solutions, in our view. We are also concerned that the company's revenue declines have yet to abate, despite low- to mid-single-digit growth in the availability software and data protection and recovery software industries, according to IDC. Although we expect Vision Solutions' license sales related to IBM Power Systems server upgrades to occur in 2016, those streams along with recurring maintenance (about two-thirds of total revenues) will not sufficiently offset the challenges in Windows license and maintenance revenues, which have been hampered by server virtualization, and public cloud migration. Given the challenging operating environment, we expect Vision Solutions' weak performance to persist over the next 12 months," S&P said. The CreditWatch action reflects S&P's view that it could lower the ratings within the next 90 days as a result of a specific event. Because of market conditions and underperformance, S&P believes the Vision Solutions faces significant refinancing risk related to its upcoming debt maturities. The resolution of the rating will depend on the company's ability to address its near-term obligations before maturity. Potential scenarios include a global refinancing, an amendment and extension, or a restructuring event. WALTER ENERGY: Asset Sale Garners Conditional Court Approval ------------------------------------------------------------ Judge Tamara Mitchell of the U.S. Bankruptcy Court for the Northern District of Alabama conditionally approved the sale of Walter Energy, Inc.'s non-core assets, according to various news sources. Jacqueline Palank, writing for Dow Jones' Daily Bankruptcy Review, reported that Judge Mitchell authorized the sale of the Debtors' remaining assets in a deal that offloads some $38 million in debt from the company's books but calls for proof of the buyer's financial wherewithal. Dawn McCarty, writing for Bloomberg Brief - Distress & Bankruptcy, reported that Walter Energy received conditional bankruptcy court approval for the sale of its remaining U.S. assets to Seminole Coal Resources LLC, ERP Compliant Coke LLC and ERP Environmental Fund Inc. According to Bloomberg, Judge Tamara Mitchell requested documentation from the purchaser proving they have financial ability to close the transaction. Judge Mitchell said once the information is received and deemed consistent with the court record, the conditional approval will become a final, the Bloomberg report related. The purchaser is buying assets in West Virginia, including Gauley Eagle and Maple properties, the Bloomberg report said. In Alabama it is buying Walter Coke and Taft properties, the report further related. Seminole/ERP will pay $1 and assume liabilities related to about $38 million worth of assets, the report added. 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. WASHINGTON TRANSIT: Hires Jones Day as Adviser ---------------------------------------------- Brian Chappatta, writing for Bloomberg Brief - Distress & Bankruptcy, reported that the Washington Metropolitan Area Transit Authority, which runs the public transportation system around the U.S. capital, has hired the law firm of former Detroit Emergency Manager Kevyn Orr as an adviser. According to the report, Mr. Orr, a partner at Jones Day in Washington, which will serve as a part-time strategic adviser to Metro Chief Executive Officer Paul Wiedefeld, Sherri Ly, a spokeswoman for the agency known as Metro, said in an e-mail. The agency awarded the law firm a contract for up to $1.7 million to complement reviews by McKinsey & Co. and Ernst & Young, she said, the report related. The report noted that Metro doesn't fit the typical profile of localities that Mr. Orr works with: it has a AA- rank from S&P, the fourth-highest. Metro has about $256 million of fixed-rate municipal bonds outstanding, according to data compiled by Bloomberg. The Post quoted an anonymous agency official saying one of the goals of bringing in Mr. Orr was to have discussions with bondholders about easing the agency's debt load, the Bloomberg report said. WATTENBERG OIL: Creditors Want Interim, Permanent Trustee --------------------------------------------------------- Donald Keith Mooney, et al. ("Petitioning Creditors") and Bill Nachatilo, et. al. ("Joining Creditors") responded to debtor Wattenberg Oil & Gas Investment Group, LLC's objection to their motion asking the U.S. Bankruptcy Court for the District of Nevada to appoint an interim and permanent Chapter 11 Trustee. On behalf of the Creditors, Kevin A. Darby, Esq., at Darby Law Practice, Ltd., in Reno, Nevada, tells the Court that the Debtor's claim that the Code does not specifically allow for the appointment of an interim trustee in an involuntary Chapter 11 case is incorrect. Mr. Darby contends that a plain reading of 11 U.S.C. Section 1104(a) establishes that, at any time after the commencement of a Chapter 11 case, a party-in-interest can seek the appointment of a trustee. Mr. Darby further contends that pursuant to 11 U.S.C. Section 303, an involuntary Chapter 11 case is commenced by the filing of an involuntary petition. Mr. Darby asserts that the Debtor has offered no admissible evidence in support of its opposition and that the Debtor has failed to offer even a single declaration. Mr. Darby further asserts that instead, the Debtor makes an improper attempt to get evidence in front of the Court by attaching various documents to its Opposition. Mr. Darby relates that such documents are not admissible as evidence under either the Federal Rules of Evidence or the Local Rules of practice in the Court. He further relates that the Debtor failed to authenticate any of the documents attached to the Opposition and that the only imaginable way for the Debtor to get those documents into evidence would be to authenticate them through a declaration. Mr. Darby contends that absent such declaration, all exhibits to the Opposition cannot be admitted as evidence and should be stricken from the record in the case. Mr. Darby tells the Court that in order to preserve the property of the estate, and to prevent further loss, it is necessary that an interim Chapter 11 trustee be appointed during the gap period between the filing of the involuntary chapter 11 case, and the entry of an order for relief. Mr. Darby further tells the Court that such trustee's interim appointment should further become permanent upon entry of an order for relief. Donald Keith Mooney, as Trustee of the Arkansas Urology, PA PSP & 401K, et. al., are represented by: Kevin A. Darby, Esq. Tricia M. Darby, Esq. DARBY LAW PRACTICE, LTD. 4777 Caughlin Parkway Reno, NV 89519 Telephone: (775)322-1237 Facsimile: (775)996-7290 E-mail: kevin@darbylawpractice.com About Wattenburg Oil & Gas On Dec. 14, 2015, an involuntary Chapter 11 bankruptcy petition (Case No. 15-51635, Bankr. Nevada) was filed against Wattenberg Oil & Gas Investment Group, LLC by petitioning creditors Donald Keith Mooney, as trustee of the Arkansas Urology; PA PSP & 401k; Gerard Geosciences, Inc.; Gerald Family LLC; Leo & Melinda Gerard and John E. Atkins. The Petitioning Creditors are joined by Bill Nachatilo, Mike Jessen, Matt Jessen, WR Bob Atkins, and Mark Thurman. The Petitioning Creditors and Joining Creditors claim to have lent over $4.4 million to Wattenberg. The Petitioning Creditors are represented by Kevin A. Darby, Esq., of Darby Law Practice, Ltd., in Reno, Nevada. Wattenberg is primarily a holding company, with its most significant asset being 100% of the membership interest in Elite Energy Engineering, LLC. Located in Carson City, Nevada, EEE is an energy management and manufacturing company that specializes in cogeneration. The Debtor has tapped Stephen R. Harris, Esq. of Harris Law Practice, LLC, as counsel. WORLD IMPORTS: Suppliers' Claims Not Entitled to Admin. Priority ---------------------------------------------------------------- In a Memorandum dated January 19, 2016, which is available at http://is.gd/TuzNUdfrom Leagle.com, Chief Judge Petrese B. Tucker of the United States District Court for the Eastern District of Pennsylvania affirmed the judgment of the Bankruptcy Court that Fujian Zhangzhou Foreign Trade Co, Ltd. and Haining Wansheng Sofa Co., Ltd.'s claims were not entitled to administrative expense priority status. According to Judge Tucker, Appellee World Imports, Ltd. did not receive the goods in question within 20 days of its bankruptcy filing, precluding the claims from administrative expense. The goods at issue in the Haining claim were shipped from Shanghai and received by the Appellee on May 26, 2013, and the goods at issue in the Fujian claim were shipped from Xiamen and received by the Appellee on May 17, May 31, and June 7, 2013, Judge Tucker pointed out. These dates all occurred more than 20 days prior to the Appellee's bankruptcy filing on June 3, 2013, therefore the Bankruptcy Court properly concluded that the Appellants' claims do not warrant an administrative priority, Judge Tucker held. The adversary proceeding is FUJIAN ZHANGZHOU FOREIGN TRADE CO., LTD., and, HAINING WANSHENG SOFA CO., LTD., Appellants, v. WORLD IMPORTS, LTD., Appellee, Civil Action No. 14-4920 (E.D. Pa.). The bankruptcy case is IN RE: WORLD IMPORTS, LTD., Debtor, Bankruptcy No. 13-15929 (E.D. Pa.). HAINING WANSHENG SOFA CO., LTD., Appellant, is represented by KIRK BURKLEY, BERNSTEIN & BURKLEY, PC. FUJIAN ZHANGZHOU FOREIGN TRADE CO., LTD., Appellant, is represented by KIRK BURKLEY, BERNSTEIN & BURKLEY, PC. WORLD IMPORTS, LTD., Debtor-in-Possess, is represented by JOHN E. KASKEY, Esq. -- jkaskey@braverlaw.com -- BRAVERMAN KASKEY PC. About World Imports World Imports, Ltd., filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 13-15929) on July 3, 2013, in Philadelphia. Debtor- affiliates World Imports South, LLC (Bankr. E.D. Pa. Case No. 13-15933), 11000 LLC (Bankr. E.D. Pa. Case No. 13-15934, and World Imports Chicago, LLC (Bankr. E.D. Pa. Case No. 13-15935) filed separate petitions for Chapter 11 relief. The cases are jointly administered under Case No. 13-15929. John E. Kaskey, Esq., at Braverman Kaskey, P.C., in Philadelphia, serves as counsel to the Debtors. World Imports, Ltd., estimated assets and debts of $10 million to $50 million. World Imports South, LLC, estimated assets of $1 million to $10 million. Roberta A. DeAngelis, United States Trustee for Region 3, appointed a 3-member Committee of Unsecured Creditors. Fox Rothschild LLP as counsel. YAMANA GOLD: S&P Alters Outlook to Negative on Lower Metal Prices ----------------------------------------------------------------- Standard & Poor's Ratings Services said it revised its outlook on Toronto-based Yamana Gold Inc. to negative from stable. At the same time, Standard & Poor's affirmed its 'BB+' long-term corporate credit and senior unsecured debt ratings on Yamana. The '3' recovery rating on the debt, which corresponds with what S&P considers meaningful (50%-70%, at the high end of the range), recovery, is unchanged. "The outlook revision primarily reflects the increased risk that Yamana will not generate sufficient improvement in its cash flow generation or balance sheet required to strengthen its core credit ratios and maintain its intermediate financial risk profile," said Standard & Poor's credit analyst Jarrett Bilous. S&P now estimates the company will generate an adjusted debt-to-EBITDA ratio of about 3x and funds from operations (FFO)-to-debt close to 20% in 2016--weaker than S&P's previous expectations and in line with its downside rating triggers. S&P attributes this primarily to the downward revision to its gold and copper price assumptions for the year, and modest increase to our cash cost estimates. S&P would expect to lower its rating on Yamana by one notch if, in its view, it becomes more likely that the company will not generate sustained improvement in its core credit measures over the next 12 months. Gold, silver, and copper prices have steadily declined over much of the past year and recently reached multi-year lows. In S&P's view, prices for these commodities are expected to remain subdued over the next few years and constrain the company's revenue growth based mainly on S&P's expectation for relatively stable gold output from Yamana. In addition, S&P now assumes generally stable cash costs of production rather than material improvement this year that, in S&P's view, primarily reflects lower byproduct copper and silver revenues netted from operating costs. S&P cannot rule out improvement in the company's earnings and cash flow to an extent that preserves its financial risk profile, which could notably result from further weakening in the Canadian dollar and South American currencies (assuming no corresponding deterioration in metals prices), higher than expected byproduct revenues, and further efficiency gains. However, S&P believes the company's financial risk profile is now highly sensitive to a relatively modest decline in gold margins. Based on S&P's revised earnings estimates and relatively stable capital expenditures, it now expects Yamana to generate free operating cash flow (as defined by Standard & Poor's) at about break-even levels over the next two years. In addition, S&P's base-case scenario does not include asset sales or other cash-generating initiatives (although we acknowledge this remains a possibility). As such, S&P estimates Yamana's net debt position will remain relatively stable over the next two years. The negative outlook reflects the increased risk that Yamana will not generate sufficient improvement in its cash flow generation or balance sheet over the next 12 months that S&P estimates is required to maintain an intermediate financial risk profile. The outlook revision primarily reflects the reduction to S&P's gold and copper price assumptions for the year, higher cash cost estimates for the company, and a corresponding decline in estimated free operating cash flow available for debt repayment. S&P could lower the ratings on Yamana if S&P believes the company will generate sustained adjusted debt-to-EBITDA that exceeds 3x or if it sustains FFO-to-debt near 20% over the next 12 months. In this scenario, S&P would expect gold prices to average about US$1,100 per oz or lower without a corresponding improvement in our estimate of the Yamana's cash cost position S&P could revise the outlook to stable if it expects the company will generate sustained adjusted debt-to-EBITDA below 3x and if it sustains FFO-to-debt approaching the 30% area, while maintaining at least a fair business risk profile. In this scenario, S&P would expect higher average gold prices, lower-than-expected cash costs, or cash inflows that lead to material improvement in net debt levels. ZOHAR CDO 2003-1: Lynn Tilton Steps Down from $2.5-Bil. CLO Funds ----------------------------------------------------------------- Peg Brickley, writing for Dow Jones' Daily Bankruptcy Review, reported that Lynn Tilton said on Feb. 5 that her Patriarch Partners LLC is stepping down from its role as collateral manager at the investment funds that feed liquidity to her portfolio of troubled companies. According to the report, the move comes amid a bruising legal fight with bond insurer MBIA Insurance Corp. over Ms. Tilton's attempt to force one of the funds, Zohar-I into an involuntary bankruptcy proceeding. It signals a major change in direction for Ms. Tilton's $2.5 billion distressed debt empire that, until this point, included the investment funds that backed loans to Patriarch's portfolio businesses, the businesses themselves and Ms. Tilton's management operation, the report pointed out. As previously reported by The Troubled Company Reporter, on Jan. 11, 2016, citing Tiffany Kary and Phil Milford, writing for Bloomberg Brief - Distress & Bankruptcy, the investment vehicle created by self-styled turnaround queen Lynn Tilton will get a full federal court hearing on a bankruptcy petition that could affect $800 million in debt insured by MBIA Inc. and disrupt the market in structured investment products. U.S. Bankruptcy Judge Robert Drain in White Plains, New York, said he wants to hold an evidentiary hearing over the petition, filed by Tilton's Patriarch Partners LLC. The petition would force the vehicle, Zohar I, into bankruptcy. Judge Drain said he wants to determine if a reorganization plan for Zohar, made up of loans to distressed companies, would serve a valid legal purpose or become "a pig in a poke," the Bloomberg report related. "Trillions are at stake," with "industrywide implications," Rick Antonoff, a lawyer for Zohar, told the judge in arguing against the petition, the Bloomberg report further related. About Zohar CDO 2003-1 Patriarch Partners XV, LLC filed involuntary Chapter 11 bankruptcy petitions against Zohar CDO 2003-1, Corp., Zohar CDO 2003-1, Limited and Zohar CDO 2003-1, LLC (Bankr. S.D.N.Y. Case Nos. 15-23681 to 15-23682) on Nov. 22, 2015. Patriarch's restructuring counsel is Skadden, Arps, Slate, Meagher & Flom LLP and its financial advisor is Moelis & Co. [*] The Deal Unveils Results of Q4 2015 Bankruptcy League Tables ---------------------------------------------------------------- The Deal, a business unit of TheStreet, Inc., on Feb. 5 announced the results of its quarterly rankings of the top firms and professionals involved in active bankruptcy cases for the fourth quarter of 2015. Collected data captures only active bankruptcy work for ongoing U.S. and Canadian cases. "Bankruptcy and restructuring advisers make their livings rearranging assets or selling them, but in 2015, some firms they work for underwent their own overhauls," said Alexis Acosta from The Deal. "The maneuvers have increased because industries began to experience trouble. Bankruptcy filings in the energy and mining sectors increased as commodity prices fell. Industry experts believe that more problems in these sectors may present themselves in 2016." League Table highlights: Akin Gump Strauss Hauer & Feld LLP remained in the top spot for bankruptcy law firms by volume, with $1,037.9 billion in liabilities. Vedder Price PC followed, with $989.4 billion in liabilities. Dentons ranked third, with $929.5 billion in liabilities. Duane Morris LLP followed in fourth with $925.1 billion in liabilities and Latham & Watkins LLP ranked fifth with $924.6 billion in liabilities. Among lawyers by volume, Douglas Rosner (Goulston & Storrs PC) ranked first, followed by Daniel Golden (Akin Gump Strauss Hauer & Feld), Peter Gilhuly (Latham & Watkins LLP), Richard Hahn (Debevoise & Plimpton LLP) and Scott Davidson (King & Spalding LLP). For investment banks by volume, Miller Buckfire & Co. LLC moved into the top spot, with $726.1 billion in liabilities. PJT Partners Inc. followed in second, with $91.7 billion in liabilities. Jefferies LLC and Solic Capital Advisors LLC tied for third, with $83.8 billion each in liabilities. Lazard Ltd. ranked fourth, with $79.0 billion in liabilities. Stuart Erickson (Miller Buckfire & Co. LLC) moved to the top spot for investment bankers by volume in the fourth quarter of 2015, with $653.2 billion in liabilities. Neil Luria (Solic Capital Advisors LLC) ranked second, while Steven Zelin (PJT Partners Inc.) ranked third. Richard Klein (Jefferies LLC) ranked fourth, followed by Leon Szlezinger (Jefferies LLC). The full suite of rankings is available at The Deal, and the full report is also available online at: http://www.thedeal.com/pdf/BLTQ42015.pdf About The Deal's Bankruptcy League Tables The Deal's Bankruptcy League Tables are the industry's only league tables focused solely on active bankruptcy cases. The Bankruptcy League Tables by volume involve only active U.S. bankruptcy cases of debtors with liabilities of $10 million or more. The rankings are based on the aggregation of those liability values. The table reflects the number of active cases fitting that criteria and may not characterize the total number of active cases. Firms and professionals only get one credit for each active case, not each active assignment. The Bankruptcy League Tables by number involve U.S. and Canadian bankruptcy cases irrespective of debtor asset size. Professionals receive credit for multiple assignments on one case. About The Deal The Deal -- http://www.thedeal.com-- is a media and technology company providing over 100,000 users with actionable ideas from its two services - The Deal & BoardEx. Law firms, investment banks, private equity firms and hedge funds use The Deal service to find their next deal and BoardEx to connect the dots between their organizations and clients. The Deal has offices in New York, London, Washington, D.C., Petaluma, CA and Chennai, India. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ALSWF US 108.3 (42.6) (41.9) ABSOLUTE SOFTWRE ABT CN 108.3 (42.6) (41.9) ADV MICRO DEVICE AMD* MM 3,109.0 (412.0) 917.0 ADVENT SOFTWARE ADVS US 424.8 (50.1) (110.8) AEROJET ROCKETDY AJRD US 1,957.4 (107.2) 96.3 AEROJET ROCKETDY GCY GR 1,957.4 (107.2) 96.3 AEROJET ROCKETDY GCY TH 1,957.4 (107.2) 96.3 AIR CANADA AC CN 12,755.0 (51.0) 531.0 AIR CANADA ACDVF US 12,755.0 (51.0) 531.0 AIR CANADA ACEUR EU 12,755.0 (51.0) 531.0 AIR CANADA ADH2 GR 12,755.0 (51.0) 531.0 AIR CANADA ADH2 TH 12,755.0 (51.0) 531.0 AK STEEL HLDG AKS* MM 4,084.4 (599.7) 763.6 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 ANGIE'S LIST INC 8AL GR 173.2 (19.8) (33.1) ANGIE'S LIST INC ANGI US 173.2 (19.8) (33.1) ANGIE'S LIST INC 8AL TH 173.2 (19.8) (33.1) ARCH COAL INC ACIIQ* MM 5,848.0 (605.4) 824.1 ARIAD PHARM ARIACHF EU 576.1 (49.7) 213.9 ARIAD PHARM ARIAEUR EU 576.1 (49.7) 213.9 ARIAD PHARM ARIA US 576.1 (49.7) 213.9 ARIAD PHARM APS TH 576.1 (49.7) 213.9 ARIAD PHARM APS GR 576.1 (49.7) 213.9 ARIAD PHARM ARIA SW 576.1 (49.7) 213.9 ASPEN TECHNOLOGY AZPN US 276.4 (22.2) (4.4) ASPEN TECHNOLOGY AST GR 276.4 (22.2) (4.4) AUTOZONE INC AZ5 TH 8,217.5 (1,778.1) (721.4) AUTOZONE INC AZOEUR EU 8,217.5 (1,778.1) (721.4) AUTOZONE INC AZ5 GR 8,217.5 (1,778.1) (721.4) AUTOZONE INC AZ5 QT 8,217.5 (1,778.1) (721.4) AUTOZONE INC AZO US 8,217.5 (1,778.1) (721.4) AVID TECHNOLOGY AVD GR 264.2 (327.6) (158.4) AVID TECHNOLOGY AVID US 264.2 (327.6) (158.4) AVINTIV SPECIALT POLGA US 1,991.4 (3.9) 322.1 AVON - BDR AVON34 BZ 3,774.7 (768.4) 660.1 AVON PRODUCTS AVP TH 3,774.7 (768.4) 660.1 AVON PRODUCTS AVP CI 3,774.7 (768.4) 660.1 AVON PRODUCTS AVP US 3,774.7 (768.4) 660.1 AVON PRODUCTS AVP* MM 3,774.7 (768.4) 660.1 BARRACUDA NETWOR CUDA US 429.9 (30.5) (27.7) BARRACUDA NETWOR 7BM GR 429.9 (30.5) (27.7) BARRACUDA NETWOR CUDAEUR EU 429.9 (30.5) (27.7) BENEFITFOCUS INC BNFT US 172.4 (8.7) 28.3 BENEFITFOCUS INC BTF GR 172.4 (8.7) 28.3 BERRY PLASTICS G BERY US 5,028.0 (53.0) 678.0 BERRY PLASTICS G BP0 GR 5,028.0 (53.0) 678.0 BLUE BIRD CORP 1291067D US 307.6 (133.8) 5.4 BLUE BIRD CORP BLBD US 307.6 (133.8) 5.4 BLUE BUFFALO PET BUFF US 479.1 (2.7) 290.6 BLUE BUFFALO PET B6B TH 479.1 (2.7) 290.6 BLUE BUFFALO PET B6B GR 479.1 (2.7) 290.6 BLUE BUFFALO PET BUFFEUR EU 479.1 (2.7) 290.6 BOMBARDIER INC-B BBDBN MM 23,863.0 (3,660.0) 1,076.0 BOMBARDIER-B OLD BBDYB BB 23,863.0 (3,660.0) 1,076.0 BOMBARDIER-B W/I BBD/W CN 23,863.0 (3,660.0) 1,076.0 BRINKER INTL EAT US 1,579.9 (164.9) (195.1) BRINKER INTL BKJ GR 1,579.9 (164.9) (195.1) BUFFALO COAL COR BUC SJ 54.9 (10.1) (4.5) BURLINGTON STORE BUI GR 2,805.3 (121.9) 112.6 BURLINGTON STORE BURL US 2,805.3 (121.9) 112.6 CABLEVISION SY-A CVCEUR EU 6,745.7 (4,957.7) 39.4 CABLEVISION SY-A CVY GR 6,745.7 (4,957.7) 39.4 CABLEVISION SY-A CVC US 6,745.7 (4,957.7) 39.4 CABLEVISION SY-A CVY TH 6,745.7 (4,957.7) 39.4 CABLEVISION-W/I 8441293Q US 6,745.7 (4,957.7) 39.4 CABLEVISION-W/I CVC-W US 6,745.7 (4,957.7) 39.4 CAMBIUM LEARNING ABCD US 185.8 (72.7) (12.7) CASELLA WASTE CWST US 660.7 (15.6) 4.9 CASELLA WASTE WA3 GR 660.7 (15.6) 4.9 CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CHARTER COM-A CHTR US 39,316.0 (46.0) (1,627.0) CHARTER COM-A CKZA GR 39,316.0 (46.0) (1,627.0) CHARTER COM-A CKZA TH 39,316.0 (46.0) (1,627.0) CHOICE HOTELS CZH GR 712.8 (400.6) 168.4 CHOICE HOTELS CHH US 712.8 (400.6) 168.4 CINCINNATI BELL CBB US 1,460.2 (323.3) (38.6) CLEAR CHANNEL-A C7C GR 6,133.3 (297.8) 433.3 CLEAR CHANNEL-A CCO US 6,133.3 (297.8) 433.3 CLIFFS NATURAL R CLF* MM 2,134.5 (1,811.6) 401.1 COLGATE-BDR COLG34 BZ 11,958.0 (44.0) 1,152.0 COLGATE-PALMOLIV CPA GR 11,958.0 (44.0) 1,152.0 COLGATE-PALMOLIV CLEUR EU 11,958.0 (44.0) 1,152.0 COLGATE-PALMOLIV CPA TH 11,958.0 (44.0) 1,152.0 COLGATE-PALMOLIV CL US 11,958.0 (44.0) 1,152.0 COLGATE-PALMOLIV CLCHF EU 11,958.0 (44.0) 1,152.0 COLGATE-PALMOLIV CL SW 11,958.0 (44.0) 1,152.0 COLGATE-PALMOLIV CL* MM 11,958.0 (44.0) 1,152.0 COLGATE-PALMOLIV CPA QT 11,958.0 (44.0) 1,152.0 COMMUNICATION 8XC GR 2,622.8 (1,092.2) - COMMUNICATION CSAL US 2,622.8 (1,092.2) - CPI CARD GROUP I CPB GR 289.3 (207.8) 55.7 CPI CARD GROUP I PNT CN 289.3 (207.8) 55.7 CPI CARD GROUP I PMTS US 289.3 (207.8) 55.7 CYAN INC YCN GR 112.1 (18.4) 56.9 CYAN INC CYNI US 112.1 (18.4) 56.9 DELEK LOGISTICS DKL US 361.8 (11.7) 8.2 DELEK LOGISTICS D6L GR 361.8 (11.7) 8.2 DENNY'S CORP DENN US 289.7 (7.5) (18.3) DENNY'S CORP DE8 GR 289.7 (7.5) (18.3) DIRECTV DTV CI 25,321.0 (3,463.0) 1,360.0 DIRECTV DTV US 25,321.0 (3,463.0) 1,360.0 DIRECTV DTVEUR EU 25,321.0 (3,463.0) 1,360.0 DOMINO'S PIZZA EZV GR 603.2 (1,255.9) 125.1 DOMINO'S PIZZA EZV TH 603.2 (1,255.9) 125.1 DOMINO'S PIZZA DPZ US 603.2 (1,255.9) 125.1 DUN & BRADSTREET DB5 GR 2,082.4 (1,146.5) (96.6) DUN & BRADSTREET DB5 TH 2,082.4 (1,146.5) (96.6) DUN & BRADSTREET DNB US 2,082.4 (1,146.5) (96.6) DUN & BRADSTREET DNB1EUR EU 2,082.4 (1,146.5) (96.6) DUNKIN' BRANDS G 2DB GR 3,197.1 (220.7) 139.0 DUNKIN' BRANDS G 2DB TH 3,197.1 (220.7) 139.0 DUNKIN' BRANDS G DNKN US 3,197.1 (220.7) 139.0 DURATA THERAPEUT DTA GR 82.1 (16.1) 11.7 DURATA THERAPEUT DRTX US 82.1 (16.1) 11.7 DURATA THERAPEUT DRTXEUR EU 82.1 (16.1) 11.7 EDGE THERAPEUTIC EDGE US 58.5 (50.6) 47.1 EDGE THERAPEUTIC EU5 GR 58.5 (50.6) 47.1 EDGEN GROUP INC EDG US 883.8 (0.8) 409.2 ENERGIZER HOLDIN ENR US 1,617.5 (32.5) 639.3 ENERGIZER HOLDIN ENR-WEUR EU 1,617.5 (32.5) 639.3 ENERGIZER HOLDIN EGG GR 1,617.5 (32.5) 639.3 EOS PETRO INC EOPT US 1.2 (27.9) (29.0) EPL OIL & GAS IN EPA1 GR 1,140.6 (388.7) (257.6) EPL OIL & GAS IN EPL US 1,140.6 (388.7) (257.6) EXELIXIS INC EXELEUR EU 363.2 (74.2) 151.4 EXELIXIS INC EXEL US 363.2 (74.2) 151.4 EXELIXIS INC EX9 GR 363.2 (74.2) 151.4 EXELIXIS INC EX9 TH 363.2 (74.2) 151.4 FREESCALE SEMICO 1FS QT 3,159.0 (3,079.0) 1,264.0 FREESCALE SEMICO 1FS GR 3,159.0 (3,079.0) 1,264.0 FREESCALE SEMICO FSLEUR EU 3,159.0 (3,079.0) 1,264.0 FREESCALE SEMICO 1FS TH 3,159.0 (3,079.0) 1,264.0 FREESCALE SEMICO FSL US 3,159.0 (3,079.0) 1,264.0 GAMING AND LEISU 2GL GR 2,516.1 (236.6) (98.2) GAMING AND LEISU GLPI US 2,516.1 (236.6) (98.2) GARDA WRLD -CL A GW CN 1,828.2 (378.3) 124.2 GARTNER INC IT US 2,091.5 (159.6) (173.7) GARTNER INC IT* MM 2,091.5 (159.6) (173.7) GARTNER INC GGRA GR 2,091.5 (159.6) (173.7) GCP APPLIED TECH GCP US 961.6 (224.1) 217.6 GCP APPLIED TECH 43G GR 961.6 (224.1) 217.6 GENTIVA HEALTH GHT GR 1,225.2 (285.2) 130.0 GENTIVA HEALTH GTIV US 1,225.2 (285.2) 130.0 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GOLD RESERVE INC GRZ CN 15.0 (32.3) (42.5) GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 GYMBOREE CORP/TH GYMB US 1,242.0 (386.5) 30.8 H&R BLOCK INC HRB US 2,289.9 (27.2) 160.2 H&R BLOCK INC HRB TH 2,289.9 (27.2) 160.2 H&R BLOCK INC HRB GR 2,289.9 (27.2) 160.2 H&R BLOCK INC HRBEUR EU 2,289.9 (27.2) 160.2 HCA HOLDINGS INC HCAEUR EU 32,744.0 (6,046.0) 3,716.0 HCA HOLDINGS INC 2BH TH 32,744.0 (6,046.0) 3,716.0 HCA HOLDINGS INC 2BH GR 32,744.0 (6,046.0) 3,716.0 HCA HOLDINGS INC HCA US 32,744.0 (6,046.0) 3,716.0 HD SUPPLY HOLDIN HDS US 5,486.0 (126.0) 1,101.0 HD SUPPLY HOLDIN 5HD GR 5,486.0 (126.0) 1,101.0 HECKMANN CORP-U HEK/U US 582.6 (4.9) 50.0 HERBALIFE LTD HOO GR 2,421.5 (130.7) 461.6 HERBALIFE LTD HLF US 2,421.5 (130.7) 461.6 HERBALIFE LTD HLFEUR EU 2,421.5 (130.7) 461.6 HOVNANIAN-A-WI HOV-W US 2,602.3 (128.1) 1,612.1 HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) IDEXX LABS IX1 TH 1,475.0 (84.0) (35.1) IDEXX LABS IDXX US 1,475.0 (84.0) (35.1) IDEXX LABS IX1 GR 1,475.0 (84.0) (35.1) IMMUNOGEN INC IMGN US 251.6 (16.7) 179.3 IMMUNOGEN INC IMU GR 251.6 (16.7) 179.3 IMMUNOGEN INC IMU TH 251.6 (16.7) 179.3 INFOR US INC LWSN US 6,778.1 (460.0) (305.9) INNOVIVA INC HVE GR 424.1 (342.6) 201.7 INNOVIVA INC INVA US 424.1 (342.6) 201.7 INSTRUCTURE INC INST US 64.2 (15.3) (15.5) INSTRUCTURE INC 1IN GR 64.2 (15.3) (15.5) INTERNATIONAL WI ITWG US 345.4 (9.7) 99.8 INVENTIV HEALTH VTIV US 2,205.7 (699.2) 112.4 IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 J CREW GROUP INC JCG US 1,627.1 (759.0) 111.7 JUST ENERGY GROU 1JE GR 1,281.8 (650.4) (48.0) JUST ENERGY GROU JE US 1,281.8 (650.4) (48.0) JUST ENERGY GROU JE CN 1,281.8 (650.4) (48.0) KEMPHARM INC KMPH US 61.4 (5.7) 52.8 KEMPHARM INC 1GD GR 61.4 (5.7) 52.8 L BRANDS INC LB US 7,969.0 (657.0) 1,836.0 L BRANDS INC LTD GR 7,969.0 (657.0) 1,836.0 L BRANDS INC LB* MM 7,969.0 (657.0) 1,836.0 L BRANDS INC LTD TH 7,969.0 (657.0) 1,836.0 L BRANDS INC LBEUR EU 7,969.0 (657.0) 1,836.0 LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9 LORILLARD INC LLV GR 4,154.0 (2,134.0) 1,135.0 LORILLARD INC LO US 4,154.0 (2,134.0) 1,135.0 LORILLARD INC LLV TH 4,154.0 (2,134.0) 1,135.0 MADISON-A/NEW-WI MSGN-W US 911.0 (1,213.9) 103.4 MAJESCOR RESOURC MJXEUR EU 0.0 (0.1) (0.1) MALIBU BOATS-A M05 GR 199.9 (1.4) 13.7 MALIBU BOATS-A MBUU US 199.9 (1.4) 13.7 MANNKIND CORP MNKD IT 278.0 (124.6) (196.1) MARRIOTT INTL-A MAQ QT 6,153.0 (3,589.0) (1,786.0) MARRIOTT INTL-A MAR US 6,153.0 (3,589.0) (1,786.0) MARRIOTT INTL-A MAQ GR 6,153.0 (3,589.0) (1,786.0) MARRIOTT INTL-A MAQ TH 6,153.0 (3,589.0) (1,786.0) MDC COMM-W/I MDZ/W CN 1,617.2 (376.7) (326.5) MDC PARTNERS-A MDZ/A CN 1,617.2 (376.7) (326.5) MDC PARTNERS-A MDCA US 1,617.2 (376.7) (326.5) MDC PARTNERS-A MD7A GR 1,617.2 (376.7) (326.5) MDC PARTNERS-EXC MDZ/N CN 1,617.2 (376.7) (326.5) MEAD JOHNSON 0MJA TH 3,998.1 (592.5) 1,349.1 MEAD JOHNSON 0MJA GR 3,998.1 (592.5) 1,349.1 MEAD JOHNSON MJNEUR EU 3,998.1 (592.5) 1,349.1 MEAD JOHNSON MJN US 3,998.1 (592.5) 1,349.1 MERITOR INC AID1 GR 2,050.0 (653.0) 118.0 MERITOR INC MTOR US 2,050.0 (653.0) 118.0 MERRIMACK PHARMA MP6 GR 102.7 (140.7) (24.3) MERRIMACK PHARMA MACK US 102.7 (140.7) (24.3) MICHAELS COS INC MIM GR 2,083.1 (1,909.9) 585.9 MICHAELS COS INC MIK US 2,083.1 (1,909.9) 585.9 MIDSTATES PETROL MPO1EUR EU 1,298.1 (816.0) 96.2 MONEYGRAM INTERN MGI US 4,511.4 (244.2) (27.1) MOODY'S CORP MCO US 5,123.4 (333.0) 2,024.6 MOODY'S CORP MCOEUR EU 5,123.4 (333.0) 2,024.6 MOODY'S CORP DUT GR 5,123.4 (333.0) 2,024.6 MOODY'S CORP DUT TH 5,123.4 (333.0) 2,024.6 MOTOROLA SOLUTIO MOT TE 8,086.0 (298.0) 2,758.0 MOTOROLA SOLUTIO MTLA TH 8,086.0 (298.0) 2,758.0 MOTOROLA SOLUTIO MTLA GR 8,086.0 (298.0) 2,758.0 MOTOROLA SOLUTIO MSI US 8,086.0 (298.0) 2,758.0 MPG OFFICE TRUST 1052394D US 1,280.0 (437.3) - MSG NETWORKS- A 1M4 GR 911.0 (1,213.9) 103.4 MSG NETWORKS- A 1M4 TH 911.0 (1,213.9) 103.4 MSG NETWORKS- A MSGN US 911.0 (1,213.9) 103.4 NATHANS FAMOUS NFA GR 81.0 (65.2) 57.4 NATHANS FAMOUS NATH US 81.0 (65.2) 57.4 NATIONAL CINEMED XWM GR 1,006.2 (228.3) 65.4 NATIONAL CINEMED NCMI US 1,006.2 (228.3) 65.4 NAVIDEA BIOPHARM NAVB IT 17.5 (51.8) 8.7 NAVISTAR INTL IHR TH 6,692.0 (5,160.0) 834.0 NAVISTAR INTL NAV US 6,692.0 (5,160.0) 834.0 NAVISTAR INTL IHR GR 6,692.0 (5,160.0) 834.0 NEW ENG RLTY-LP NEN US 202.4 (30.1) - NORTHERN OIL AND NOG US 1,001.2 (28.3) 32.8 NTELOS HOLDINGS NTLS US 668.4 (22.1) 150.8 OMEROS CORP OMER US 41.4 (9.0) 17.2 OMEROS CORP 3O8 TH 41.4 (9.0) 17.2 OMEROS CORP 3O8 GR 41.4 (9.0) 17.2 OMEROS CORP OMEREUR EU 41.4 (9.0) 17.2 OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) OUTERWALL INC OUTR US 1,366.1 (22.1) 43.2 OUTERWALL INC CS5 GR 1,366.1 (22.1) 43.2 PALM INC PALM US 1,007.2 (6.2) 141.7 PBF LOGISTICS LP 11P GR 432.7 (191.5) 27.8 PBF LOGISTICS LP PBFX US 432.7 (191.5) 27.8 PHILIP MORRIS IN 4I1 TH 33,956.0 (11,476.0) 418.0 PHILIP MORRIS IN PMI SW 33,956.0 (11,476.0) 418.0 PHILIP MORRIS IN PM1CHF EU 33,956.0 (11,476.0) 418.0 PHILIP MORRIS IN PMI1 IX 33,956.0 (11,476.0) 418.0 PHILIP MORRIS IN PM FP 33,956.0 (11,476.0) 418.0 PHILIP MORRIS IN 4I1 GR 33,956.0 (11,476.0) 418.0 PHILIP MORRIS IN PMI EB 33,956.0 (11,476.0) 418.0 PHILIP MORRIS IN PM1EUR EU 33,956.0 (11,476.0) 418.0 PHILIP MORRIS IN PM1 TE 33,956.0 (11,476.0) 418.0 PHILIP MORRIS IN PM US 33,956.0 (11,476.0) 418.0 PLANET FITNESS-A 3PL TH 701.1 (14.2) (1.2) PLANET FITNESS-A 3PL GR 701.1 (14.2) (1.2) PLANET FITNESS-A PLNT US 701.1 (14.2) (1.2) PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLY GEM HOLDINGS PGEM US 1,311.1 (80.8) 264.6 PLY GEM HOLDINGS PG6 GR 1,311.1 (80.8) 264.6 POLYMER GROUP-B POLGB US 1,991.4 (3.9) 322.1 PROTECTION ONE PONE US 562.9 (61.8) (7.6) PURETECH HEALTH PRTCL EB - - - PURETECH HEALTH PRTCL IX - - - PURETECH HEALTH PRTC LN - - - PURETECH HEALTH PRTCGBX EU - - - QUALITY DISTRIBU QDZ GR 413.0 (22.9) 102.9 QUALITY DISTRIBU QLTY US 413.0 (22.9) 102.9 QUINTILES TRANSN QTS GR 4,033.7 (179.9) 996.2 QUINTILES TRANSN Q US 4,033.7 (179.9) 996.2 RAYONIER ADV RYQ GR 1,288.0 (17.0) 195.0 RAYONIER ADV RYAM US 1,288.0 (17.0) 195.0 REGAL ENTERTAI-A RETA GR 2,409.1 (902.0) (133.8) REGAL ENTERTAI-A RGC* MM 2,409.1 (902.0) (133.8) REGAL ENTERTAI-A RGC US 2,409.1 (902.0) (133.8) RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTECH NITROGEN 2RN GR 291.1 (138.0) 13.7 RENTECH NITROGEN RNF US 291.1 (138.0) 13.7 RENTPATH LLC PRM US 208.0 (91.7) 3.6 REVLON INC-A RVL1 GR 1,924.5 (623.3) 334.4 REVLON INC-A REV US 1,924.5 (623.3) 334.4 ROUNDY'S INC RNDY US 1,095.7 (92.7) 59.7 ROUNDY'S INC 4R1 GR 1,095.7 (92.7) 59.7 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 SALLY BEAUTY HOL S7V GR 2,043.1 (321.7) 674.9 SALLY BEAUTY HOL SBH US 2,043.1 (321.7) 674.9 SANCHEZ ENERGY C SN* MM 1,532.2 (473.6) 171.9 SANCHEZ ENERGY C SN US 1,532.2 (473.6) 171.9 SBA COMM CORP-A SBACEUR EU 7,396.8 (1,697.7) 46.6 SBA COMM CORP-A SBJ GR 7,396.8 (1,697.7) 46.6 SBA COMM CORP-A SBAC US 7,396.8 (1,697.7) 46.6 SBA COMM CORP-A SBJ TH 7,396.8 (1,697.7) 46.6 SCIENTIFIC GAM-A TJW GR 8,615.1 (980.8) 655.1 SCIENTIFIC GAM-A SGMS US 8,615.1 (980.8) 655.1 SEARS HOLDINGS SHLD US 12,769.0 (1,293.0) 701.0 SEARS HOLDINGS SEE GR 12,769.0 (1,293.0) 701.0 SEARS HOLDINGS SEE TH 12,769.0 (1,293.0) 701.0 SILVER SPRING NE SSNI US 529.8 (99.3) (31.1) SILVER SPRING NE 9SI TH 529.8 (99.3) (31.1) SILVER SPRING NE 9SI GR 529.8 (99.3) (31.1) SIRIUS XM CANADA XSR CN 311.1 (147.2) (189.0) SIRIUS XM HOLDIN SIRI US 8,046.7 (166.5) (1,934.6) SIRIUS XM HOLDIN RDO TH 8,046.7 (166.5) (1,934.6) SIRIUS XM HOLDIN RDO GR 8,046.7 (166.5) (1,934.6) SONIC CORP SO4 GR 616.1 (20.7) 7.4 SONIC CORP SONC US 616.1 (20.7) 7.4 SONIC CORP SONCEUR EU 616.1 (20.7) 7.4 SPORTSMAN'S WARE SPWH US 343.4 (14.0) 91.8 SPORTSMAN'S WARE 06S GR 343.4 (14.0) 91.8 STINGRAY - SUB V RAY/A CN 128.2 (17.8) (41.0) STINGRAY DIG-VSV RAY/B CN 128.2 (17.8) (41.0) SUN BIOPHARMA IN SNBP US - - - SUPERVALU INC SVU US 4,643.0 (444.0) 81.0 SUPERVALU INC SJ1 TH 4,643.0 (444.0) 81.0 SUPERVALU INC SJ1 GR 4,643.0 (444.0) 81.0 SYNERGY PHARMACE SGYP US 144.0 (27.1) 123.4 SYNERGY PHARMACE SGYPEUR EU 144.0 (27.1) 123.4 SYNERGY PHARMACE S90 GR 144.0 (27.1) 123.4 TRANSDIGM GROUP T7D GR 8,427.0 (1,038.3) 1,173.7 TRANSDIGM GROUP TDG US 8,427.0 (1,038.3) 1,173.7 TRINET GROUP INC TNETEUR EU 1,609.6 (14.1) 54.4 TRINET GROUP INC TN3 TH 1,609.6 (14.1) 54.4 TRINET GROUP INC TNET US 1,609.6 (14.1) 54.4 TRINET GROUP INC TN3 GR 1,609.6 (14.1) 54.4 UNISYS CORP UISCHF EU 2,143.2 (1,378.6) 165.2 UNISYS CORP UIS1 SW 2,143.2 (1,378.6) 165.2 UNISYS CORP USY1 GR 2,143.2 (1,378.6) 165.2 UNISYS CORP USY1 TH 2,143.2 (1,378.6) 165.2 UNISYS CORP UISEUR EU 2,143.2 (1,378.6) 165.2 UNISYS CORP UIS US 2,143.2 (1,378.6) 165.2 VECTOR GROUP LTD VGR US 1,398.8 (56.8) 457.4 VECTOR GROUP LTD VGR GR 1,398.8 (56.8) 457.4 VENOCO INC VQ US 403.8 (354.3) 195.7 VERISIGN INC VRSN US 2,577.3 (1,031.4) (38.8) VERISIGN INC VRS TH 2,577.3 (1,031.4) (38.8) VERISIGN INC VRS GR 2,577.3 (1,031.4) (38.8) VERIZON TELEMATI HUTC US 110.2 (101.6) (113.8) VERSEON CORP VSN LN - - - VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) WEIGHT WATCHERS WTW US 1,395.2 (1,337.7) (193.6) WEIGHT WATCHERS WW6 QT 1,395.2 (1,337.7) (193.6) WEIGHT WATCHERS WTWEUR EU 1,395.2 (1,337.7) (193.6) WEIGHT WATCHERS WW6 TH 1,395.2 (1,337.7) (193.6) WEIGHT WATCHERS WW6 GR 1,395.2 (1,337.7) (193.6) WEST CORP WSTC US 3,612.3 (552.1) 243.1 WEST CORP WT2 GR 3,612.3 (552.1) 243.1 WESTERN REFINING WR2 GR 412.0 (28.1) 66.3 WESTERN REFINING WNRL US 412.0 (28.1) 66.3 WINGSTOP INC WING US 117.2 (14.3) 3.6 WINGSTOP INC EWG GR 117.2 (14.3) 3.6 WINMARK CORP GBZ GR 46.8 (36.0) 11.1 WINMARK CORP WINA US 46.8 (36.0) 11.1 WYNN RESORTS LTD WYNNCHF EU 9,981.2 (60.8) 1,234.7 WYNN RESORTS LTD WYNN SW 9,981.2 (60.8) 1,234.7 WYNN RESORTS LTD WYNN US 9,981.2 (60.8) 1,234.7 WYNN RESORTS LTD WYNN* MM 9,981.2 (60.8) 1,234.7 WYNN RESORTS LTD WYR TH 9,981.2 (60.8) 1,234.7 WYNN RESORTS LTD WYR QT 9,981.2 (60.8) 1,234.7 WYNN RESORTS LTD WYR GR 9,981.2 (60.8) 1,234.7 YRC WORLDWIDE IN YEL1 GR 1,894.6 (379.4) 160.9 YRC WORLDWIDE IN YRCWEUR EU 1,894.6 (379.4) 160.9 YRC WORLDWIDE IN YEL1 TH 1,894.6 (379.4) 160.9 YRC WORLDWIDE IN YRCW US 1,894.6 (379.4) 160.9 ********* 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 ***