/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/160323.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, March 23, 2016, Vol. 20, No. 83 Headlines 1111 MYRTLE AVENUE: Has Access to Cash Collateral Until Aug. 31 1111 MYRTLE AVENUE: Plan Filing Exclusivity Expires March 29 ABENGOA BIOENERGY: Court Orders Joint Administration of Cases ABENGOA BIOENERGY: Wins Interim Approval to Get $8-Mil. Loan AMERICAN HOSPICE: Asks for Approval to Reject 8 Useless Leases AMERICAN HOSPICE: Case Summary & 20 Largest Unsecured Creditors AMERICAN HOSPICE: Files for Chapter 11, Seeks Quick Sale AMERICAN HOSPICE: Hires KCC as Claims and Noticing Agent AMERICAN HOSPICE: Proposes April 25 Hospice Partners-Led Auction AMERICAN HOSPICE: Requests Joint Administration of Cases AMERICAN HOSPICE: Says Patient Care Ombudsman Unnecessary AMERICAN HOSPICE: Secures Commitment for $500,000 DIP Financing AMERICAN HOSPICE: Seeks to Dispose of Patient Records AMERICAN HOSPICE: Wants to Pay $300,000 Critical Vendor Claims ARCH COAL: Creditors' Panel Hires Spencer Fane as Local Counsel ARCH COAL: Jefferies Tapped as Creditors' Panel Investment Banker ARCH COAL: Schedules $1.27B in Assets, $5.27B in Debts ARCH COAL: Stites & Harbison Files Rule 2019 Statement ARCHDIOCESE OF ST. PAUL: March 24 Hearing on Bid to Hire Deloitte AXION INTERNATIONAL: Proposes April 29 General Claims Bar Date AXION INTERNATIONAL: Wants April 22 Administrative Claims Bar Date BIRMINGHAM COAL: Allowed to Use Cash Collateral Until May 7 BLUE EARTH: Case Summary & 20 Largest Unsecured Creditors BUFFETS LLC: Meeting of Creditors on April 11 CAPITOL LAKES: Sets April 1 General Claims Bar Date CENTERPOINT ENERGY: Fitch Affirms 'BB+' Jr. Sub Debentures Rating CENTRAL BEEF: Case Summary & 20 Largest Unsecured Creditors CLARKE REAL ESTATE: Court Dismisses Chapter 11 Case D.J. SIMMONS: Court Approves Joint Administration of Cases D.J. SIMMONS: Hires Lindquist & Vennum as Counsel D.J. SIMMONS: Sec. 341 Meeting Scheduled for April 6 DUCOMMUN INC: S&P Affirms 'B+' CCR Then Withdraws Rating EDGEWELL PERSONAL: S&P Revises Outlook to Neg. & Affirms 'BB+' CCR EIDOS LLC: Court Approves Joint Administration Cases EIDOS LLC: Sec. 341 Meeting Scheduled for April 18 EMERALD OIL: Case Summary & 30 Largest Unsecured Creditors ESTERLINA VINEYARDS: Owner Hits BOW Over Bid to Sell Bulk Wine ESTERLINA VINEYARDS: Status Conference on BOW Claims Sought FEDERAL RESOURCES: Ch. 11 Trustee Taps Durham as Bankruptcy Counsel FLOUR CITY BAGELS: Sec. 341 Meeting of Creditors Set for April 7 FOREST PARK FORT WORTH: Vibrant Objects to Forshey Employment FRONTIER STAR: Chapter 11 Trustee Taps Bryan Cave as Counsel FRONTIER STAR: Western Alliance Bank Objects to Proposed Sale GENUTEC BUSINESS: Seeks Court Order to Close Case GEO GROUP: S&P Affirms 'BB-' CCR, Outlook Stable GLOBAL ARENA: May 20 Set as Customer Claims Bar Date GLOBAL ARENA: Meeting of Creditors Set for April 22 GRIZZLY LAND: Sec. 341 Meeting of Creditors Slated for April 7 HEARTLAND FARMS: Case Summary & 20 Largest Unsecured Creditors HORSEHEAD HOLDING: Meeting of Creditors on March 25 ICONIX BRAND: Receives NASDAQ Deficiency Notice on Late Filing INTERNATIONAL AUTOMOTIVE: S&P Affirms 'B' CCR, Outlook Negative JAMES F. HUMPHREYS: Can Employ Bowles Rice as Local Counsel JETBLUE AIRWAYS: Fitch Hikes Ratings to 'BB-' JUMIO INC: Files for Ch. 11 to Sell to Facebook Co-Founder for $23M JUMIO INC: Has $3.7M Delayed-Draw Term Loan From Saverin JUMIO INC: Hires Rust/Omni as Claims and Noticing Agent JUMIO INC: Hires Wilmer Cutler as Special Corporate Counsel JUMIO INC: Taps Landis Rath as Bankruptcy Counsel KINGOLD JEWELRY: Regains NASDAQ Listing Rule Compliance KINROSS GOLD: Moody's Confirms 'Ba1' Corporate Family Rating LANDESK GROUP: AppSense Acquisition No Impact on Moody's B2 CFR LANDMARK HOSPITALITY: Case Summary & 16 Top Unsecured Creditors LIBERTY ASSET: Case Summary & 20 Largest Unsecured Creditors LOUISIANA PELLETS: Meeting of Creditors on April 6 MDC PARTNERS: Moody's Rates New $800MM 8-Yr. Unsecured Note 'B3' METROPOLITAN AUTOMOTIVE: Court Sets May 27 General Claims Bar Date MILLER AUTO PARTS: Gets Court Approval to Settle Cummins Claims MILLER AUTO PARTS: March 24 Hearing on GM Claims Settlement MILLER AUTO PARTS: March 24 Hearing on Goodman Claims Settlement MOLYCORP INC: Seeks to Surcharge Mountain Pass Costs to Collateral MONITRONICS: Moody's Cuts CFR to B3 & $1.25BB Bank Debt to B1 NEVADA REGIONAL: S&P Raises Rating to 'B', Outlook Stable NEWSTARCOM HOLDINGS: Matco Units Win Summary Judgment OW BUNKER: Court Stays Aegean Marine Petroleum Suit PACIFIC EXPLORATION: Enters Into Forbearance Agreements PACIFIC RECYCLING: GE Govt Seeks 'Adequate Protection' Payment PALMAZ SCIENTIFIC: Meeting of Creditors on April 4 PARAGON OFFSHORE: Taps Kurtzman Carson as Administrative Advisor PARAGON OFFSHORE: Taps Lazard Freres as Investment Banker PEABODY ENERGY: S&P Lowers CCR to 'D' on Gen. Default Expectations PERFORMANCE SPORTS: Moody's Cuts CFR to B3 After Earnings Release PHIBRO ANIMAL: S&P Affirms 'B+' CCR & Revises Outlook to Stable PRA HEALTH: Moody's Hikes Corporate Family Rating to 'B1' PROGRESSIVE PLUMBING: Evergreen's Bid to Withdraw Reference Denied RCS CAPITAL: Court Sets March 31 General Claims Bar Date RYCKMAN CREEK: Court Sets Claims Bar Dates SABINE OIL: March 24 Hearing on Committee's Bid to Pursue Claims SAEXPLORATION HOLDINGS: Moody's Cuts CFR to Caa2, Outlook Negative SHERWIN ALUMINA: Committee Objects to Proposed Cash Use SOUTHCROSS HOLDINGS: S&P Lowers CCR to 'CC', Outlook Negative SURGERY CENTER: S&P Assigns 'CCC+' Rating on New $400MM Notes TAR HEEL OIL: Bankruptcy Administrator Unable to Appoint Committee TATOES LLC: Case Summary & 20 Largest Unsecured Creditors TENET HEALTHCARE: Fitch Affirms 'B' IDR, Outlook Revised to Stable TRANSITION THERAPEUTICS: Gets NASDAQ Listing Non-Compliance Notice VICTORY MEDICAL: Gets Court Approval for IberiaBank Deal WPACES: S&P Affirms 'BB+' Rating on $7.45MM Series 2011 Bonds [*] Moody's Takes Action on Prime Jumbo RMBS Issued 2003- 2004 [*] Moody's: Refinancing Risk is Increasing for B3-Rated Retailers ********* 1111 MYRTLE AVENUE: Has Access to Cash Collateral Until Aug. 31 --------------------------------------------------------------- Judge Shelley C. Chapman signed off on a stipulation between 1111 Myrtle Avenue Group LLC, and United International Bank, which stipulation authorizes the Debtor to use cash collateral until the earlier of a termination event or Aug. 31, 2016 -- which is the one-year anniversary of the Petition Date. As adequate protection, UIB will receive adequate protection liens, superpriority liens, and payments of all amounts due under the note and mortgage. A copy of the stipulation is available for free at: http://bankrupt.com/misc/1111_Myrtle_17_Cash_Coll_Stip.pdf About 1111 Myrtle Avenue Group 1111 Myrtle Avenue Group LLC owns a commercial property located at 1103-1111 Myrtle Avenue, Brooklyn, New York. The property is leased to two tenants: (a) the United States of America occupies most of the commercial space as a Social Security office, pursuant to a lease coming up for renewal, and (b) Eagle 99 Cents Store Inc., which runs a retail store, occupies the remainder of the premises. The Property is subject to a first mortgage lien securing a loan in the principal amount of $6,283,545 received from United International Bank ("UIB"). 1111 Myrtle Avenue Group LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 15-12454) on Sept. 1, 2015, after Myrtle Property Holdings LLC backed out of a deal to buy the Debtor's property. The petition was signed by Aaron C. Ambalu as manager. Judge Shelley C. Chapman is assigned to the case. The Debtor disclosed total assets of $29.6 million and total liabilities of $6.23 million. The secured creditor is United International Bank, which is owed $6.18 million on a first mortgage. * * * The Court entered an order setting a March 7, 2016 claims bar date. The Debtor won approval to hire Goldberg Weprin Finkel Goldstein LLP as counsel. 1111 MYRTLE AVENUE: Plan Filing Exclusivity Expires March 29 ------------------------------------------------------------ Judge Shelley C. Chapman in early March entered an order extending 1111 Myrtle Avenue Group LLC's exclusive period to file a plan of reorganization for an additional 90 days, from Dec. 30, 2015, to March 29, 2016; and the concomitant exclusive period during which it may solicit votes on the plan of reorganization, from Feb. 26, 2016 to May 27, 2016. In seeking an extension, the Debtor narrated that prior to the Chapter 11 filing, the Debtor entered into a contract on June 20, 2014 to sell its property to Myrtle Property Holdings LLC for a purchase price of $20.5 million, with a total deposit in the amount of $7,500,000. After several delays, the Debtor declared a time of the essence closing for July 28, 2015. Even though it was not ready to close, just prior to the scheduling closing, MP Holding commenced an action in the Supreme Court seeking, inter alia, specific performance, and filed a notice of pendency, in an obvious attempt to impede any effort by the Debtor to sell the Property to a third party. To avoid the delays attendant to state court litigation, and expedite a sale of the Property, the Debtor commenced the Chapter 11 case. Since filing its Chapter 11 petition, the Debtor also commenced an adversary proceeding to compel release of the deposit of $7,500,000 paid by MP Holdings, and expects to serve discovery shortly. The Debtor has continued its efforts to market the Property for sale to a third party, and pursued negotiations with several prospective purchasers. Although the Debtor does not expect any creditor to file a competing plan, out of an abundance of caution, the Debtor sought to extend exclusivity so as to maintain control of the plan process and preserve the status quo while the case continues to unfold. Attorneys for the Debtor: GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP J. Ted Donovan, Esq. 1501 Broadway, 22nd Floor New York, NY 10036 Tel: (212) 221-5700 About 1111 Myrtle Avenue Group 1111 Myrtle Avenue Group LLC owns a commercial property located at 1103-1111 Myrtle Avenue, Brooklyn, New York. The property is leased to two tenants: (a) the United States of America occupies most of the commercial space as a Social Security office, pursuant to a lease coming up for renewal, and (b) Eagle 99 Cents Store Inc., which runs a retail store, occupies the remainder of the premises. The Property is subject to a first mortgage lien securing a loan in the principal amount of $6,283,544.55 received from United International Bank ("UIB"). 1111 Myrtle Avenue Group LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 15-12454) on Sept. 1, 2015, after Myrtle Property Holdings LLC backed out of a deal to buy the Debtor's property. The petition was signed by Aaron C. Ambalu as manager. Judge Shelley C. Chapman is assigned to the case. The Debtor disclosed total assets of $29.6 million and total liabilities of $6.23 million. The secured creditor is United International Bank, which is owed $6.18 million on a first mortgage. * * * The Court entered an order setting a March 7, 2016 claims bar date. The Debtor won approval to hire Goldberg Weprin Finkel Goldstein LLP as counsel. ABENGOA BIOENERGY: Court Orders Joint Administration of Cases ------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Missouri ordered the joint administration of the Chapter 11 cases of Abengoa Bioenergy US Holding LLC and its five affiliates under Case No. 16-41161. The five affiliates are Abengoa Bioenergy Company LLC, Abengoa Bioenergy of Nebraska LLC, Abengoa Bioenergy Engineering & Construction LLC, Abengoa Bioenergy Trading US LLC, and Abengoa Bioenergy Outsourcing LLC. The bankruptcy cases will be jointly administered for procedural purposes only, according to the bankruptcy court's order. About Abengoa Bionergy Abengoa Bioenergy is a collection of indirect subsidiaries of Abengoa S.A. ("Abengoa"), a Spanish company founded in 1941. The global headquarters of Abengoa Bioenergy is in Chesterfield, Missouri. With a total investment of $3.3 billion, the United States has become Abengoa S.A.'s largest market in terms of sales volume, particularly from developing solar, bioethanol, and water projects. Spanish energy giant Abengoa S.A. is an engineering and clean technology company with operations in more than 50 countries worldwide that provides innovative solutions for a diverse range of customers in the energy and environmental sectors. Abengoa is one of the world's top builders of power lines transporting energy across Latin America and a top engineering and construction business, making massive renewable-energy power plants worldwide. On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention to seek protection under Article 5bis of Spanish insolvency law, a pre-insolvency statute that permits a company to enter into negotiations with certain creditors for restricting of its financial affairs. The Spanish company is facing a March 28, 2016, deadline to agree on a viability plan or restructuring plan with its banks and bondholders, without which it could be forced to declare bankruptcy. Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC ("ABNE") and on Feb. 11, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy Company, LLC ("ABC"). ABC's involuntary Chapter 7 case is Bankr. D. Kan. Case No. 16-20178. ABNE's involuntary case is Bankr. D. Neb. Case No. 16-80141. An order for relief has not been entered, and no interim Chapter 7 trustee has been appointed in the Involuntary Cases. The petitioning creditors are represented by McGrath, North, Mullin & Kratz, P.C. On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and five affiliated debtors each filed a Chapter 11 voluntary petition in St. Louis, Missouri, disclosing total assets of $1.3 billion and debt of $1.2 billion. The cases are pending before the Honorable Kathy A. Surratt-States and are jointly administered under Bankr. E.D. Mo. Case No. 16-41161. The Debtors have engaged DLA Piper LLP (US) as counsel, Armstrong Teasdale LLP as co-counsel, Alvarez & Marsal North America, LLC as financial advisor, Lazard as investment banker and Prime Clerk LLC as claims and noticing agent. ABENGOA BIOENERGY: Wins Interim Approval to Get $8-Mil. Loan ------------------------------------------------------------ Abengoa Bioenergy US Holding, LLC received interim court approval to get a loan from an affiliate of Sandton Capital Partners LP. The order, issued by Judge Kathy Surrat-States of the U.S. Bankruptcy Court for the Eastern District of Missouri, allowed the company to borrow an initial $8 million from Kimberley Fund LP. Abengoa will use the loan to support its operations pending final approval of its request to borrow a $41 million loan from the same lender to get the company through bankruptcy. In exchange for the loan, Abengoa granted the lender liens on certain properties owned by the company. Kimberley Fund will also get "superpriority claims" as security for its loan, according to the court order, which also allowed Abengoa to use the cash collateral of Wells Fargo Bank Northwest National Association and other pre-bankruptcy lenders. About Abengoa Bionergy Abengoa Bioenergy is a collection of indirect subsidiaries of Abengoa S.A. ("Abengoa"), a Spanish company founded in 1941. The global headquarters of Abengoa Bioenergy is in Chesterfield, Missouri. With a total investment of $3.3 billion, the United States has become Abengoa S.A.'s largest market in terms of sales volume, particularly from developing solar, bioethanol, and water projects. Spanish energy giant Abengoa S.A. is an engineering and clean technology company with operations in more than 50 countries worldwide that provides innovative solutions for a diverse range of customers in the energy and environmental sectors. Abengoa is one of the world's top builders of power lines transporting energy across Latin America and a top engineering and construction business, making massive renewable-energy power plants worldwide. On Nov. 25, 2015, in Spain, Abengoa S.A. announced its intention to seek protection under Article 5bis of Spanish insolvency law, a pre-insolvency statute that permits a company to enter into negotiations with certain creditors for restricting of its financial affairs. The Spanish company is facing a March 28, 2016, deadline to agree on a viability plan or restructuring plan with its banks and bondholders, without which it could be forced to declare bankruptcy. Gavilon Grain, LLC, et al., on Feb. 1, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy of Nebraska, LLC ("ABNE") and on Feb. 11, 2016, filed an involuntary Chapter 7 petition for Abengoa Bioenergy Company, LLC ("ABC"). ABC's involuntary Chapter 7 case is Bankr. D. Kan. Case No. 16-20178. ABNE's involuntary case is Bankr. D. Neb. Case No. 16-80141. An order for relief has not been entered, and no interim Chapter 7 trustee has been appointed in the Involuntary Cases. The petitioning creditors are represented by McGrath, North, Mullin & Kratz, P.C. On Feb. 24, 2016, Abengoa Bioenergy US Holding, LLC and five affiliated debtors each filed a Chapter 11 voluntary petition in St. Louis, Missouri, disclosing total assets of $1.3 billion and debt of $1.2 billion. The cases are pending before the Honorable Kathy A. Surratt-States and are jointly administered under Bankr. E.D. Mo. Case No. 16-41161. The Debtors have engaged DLA Piper LLP (US) as counsel, Armstrong Teasdale LLP as co-counsel, Alvarez & Marsal North America, LLC as financial advisor, Lazard as investment banker and Prime Clerk LLC as claims and noticing agent. AMERICAN HOSPICE: Asks for Approval to Reject 8 Useless Leases -------------------------------------------------------------- American Hospice Management Holdings, LLC, et al., seek permission from the Bankruptcy Court to reject eight unexpired leases of non-residential real property with the following counterparties: (a) 51 Haddonfield Equities LLC; (b) ABM Edison; (c) Baederwood; (d) CH Mann; (e) Clearview Realty; (f) Sun Health; (g) Thalimer Sullivan Property; and (h) WPB Investors. The Debtors have determined that the Leases are unnecessary to the continued operation of their business, have no value to the estates, and should be rejected nunc pro tunc to the Petition Date. The aggregate monthly rent due on the eight Leases totals $156,000. According to the Debtors, they gave notice to the landlord Counterparties to the Leased Premises that they would be ceasing operations and vacating the Leased Premises. Keys and/or access has been turned over to the landlord Counterparties with respect to each of the Leased Premises as of the Petition Date. Additionally, the Leased Premises may contain various items of personal property owned by the Debtors. After considering the costs associated with retrieving this property and then redeploying or selling the same, the Debtors have concluded that, in their business judgment, the costs associated with transporting and/or selling the items renders this personal property of little or no value to the estates. Accordingly, the Debtors seek to abandon any personal property located on the Leased Premises. About American Hospice Headquartered in Jacksonville, Florida, American Hospice Management Holdings, LLC is a hospice care provider for patients with conditions including, among other things, cancer, cardiopulmonary diseases, Alzheimer's and strokes. American Hospice and 10 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 16-10670) on March 20, 2016. Scott Mahosky signed the petition as chief executive officer. The Debtors estimated assets in the range of $10 million to $50 million and liabilities of up to $50 million. The Debtors have hired Denton US LLP as counsel, Pachulski Stang Ziehl & Jones LLP as co-counsel, Harris Williams & Co. as investment banker, and Kurtzman Carson Consultants, LLC as notice and claims agent. Each of the Debtors is owned 100% by American Hospice Management Holdings, LLC which is a Delaware limited liability company. The majority owner of American Hospice Management Holdings, LLC is American Hospice Holdings Corporation, a Delaware corporation. American Hospice Holdings Corporation is wholly owned by 2000 Riverside Capital Appreciation Fund, L.P. AMERICAN HOSPICE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- American Hospice Management Holdings, LLC 16-10670 50 North Laura Street, Suite 1800 Jacksonville, FL 32202 Hospice of Pennsylvania, LLC 16-10671 Hospice of Arizona, LC 16-10672 Hospice of Central Virginia, LLC 16-10673 Embracing HospiceCare, LLC 16-10674 Embracing HospiceCare of South Atlanta, LLC 16-10675 American Hospice Management, LLC 16-10676 Frontier Hospice, LLC 16-10677 Hospice of New Jersey, LLC 16-10678 FMC Hospice - Conroe, LLC 16-10679 FMC - Deep East Texas, LLC 16-10680 Type of Business: Health Care Chapter 11 Petition Date: March 20, 2016 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' General Samuel R. Maizel, Esq. Counsel: DENTON US LLP 601 S. Figueroa Street, Suite 2500 Los Angeles, CA 90017 Tel: (312) 623-9300 Fax: (213) 623-9924 Email: samuel.maizel@dentons.com - and - Gary W. Marsh, Esq. , Esq. DENTON US LLP 303 Peachtree Street, NE, Suite 5300 Atlanta, GA 30308 Tel: (404) 527-4150 Fax: (404) 527-4198 Email: gary.marsh@dentons.com Debtors' Co-Counsel: Laura D. Jones, Esq. Colin R. Robinson, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor PO Box 8705 Wilmington, DE 19899 Tel: (302) 652-4100 Fax: (302) 652-4400 Email: ljones@pszjlaw.com crobinson@pszjlaw.com Debtors' HARRIS WILLIAMS & CO. Investment Banker: Debtors' Claims KURTZMAN CARSON CONSULANTS, LLC and Noticing Agent: Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Scott Mahosky, chief executive officer. Consolidated List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Department of Justice Settlement $5,515,876 U.S. Attorney's Office 36 South Clarles Street 4th Floor Baltimore, Maryland 21201 Centers for Medicare and Medicare $1,034,040 Medicaid Services Overpayment P.O. Box 100277 Columbia, SC 29202-3277 Palmetto GBA Tel: (727) 531-4350 Hospiscript Services Pharmacy $896,916 P.O. Box 933273 Atlanta, GA 31193-3273 Tel: (334) 956-7508 Fax: (334) 956-7559 Jones Day Legal Services $877,460 901 Lakeside Avenue Cleveland, OH 44144 Michael Weinberg Tel: (214) 969-2945 Email: mweinberg@jonesday.com Hospiecelink Durable Medical $247,265 Email: info@Hospicelink.com Equipment Aetna Medical Insurance $245,504 Arent Fox Legal Services $237,194 Email: jill.steingberg@arentfox.com Sun Health Services Rent $145,790 Foley & Lardner LLP Legal Services $142,936 jwaltz@foley.co Henrico Doctors' Hospital - Rent $131,237 Retreat Campus GA Healthcare Agency, LLC Staffing Agency $116,869 McBee Associates Receivables $107,040 Consultant Waller Lansden Dortch & Davis, PLLC Legal Services $106,672 john.park@wallerlaw.com Simione Consultants Compliance $102,508 Audit American Express Credit Card $101,974 Henrico Doctors Hospital, Inc. Nursing Facility $100,446 RecoverCare, LLC Durable Medical $99,463 Email: info@joerns.com Equipment Guardian Insurance $78,524 St. Vincent's Nursing Home Nursing Facility $77,824 Patina Solutions Group Inc. Consulting $62,225 AMERICAN HOSPICE: Files for Chapter 11, Seeks Quick Sale -------------------------------------------------------- American Hospice Management Holdings, LLC, sought creditor protection under Chapter 11 of the Bankruptcy Code with the goal of selling substantially all of its assets through an auction process. During the sale process, the Debtor intends to continue normal operations as it completes its operational and financial restructuring. The Debtor said it has been operating under a severe financial distress with liabilities vastly exceeding its assets. For the past years, the Debtor had experienced recurring losses and decline in revenue. In 2015, it had gross revenue of approximately $57 million, gross expenses of approximately $61 million and EBITDA of negative $4.7 million. In accordance with an agreement signed with the U.S. Department of Health and Human Services Office of Inspector General, the Debtor said it is required to strictly comply with medicare, medicaid and other federal health care program laws and regulations. Scott Mahosky, chief executive officer of American Hospice, related that as early as 2013, American Hospice, through its advisor Harris Williams & Co., has been actively marketing its assets for sale but none was willing to proceed with a transaction outside of the protection of a bankruptcy process due to the recency of the settlement with the government. Finally, in 2016, one party, Hospice Partners of America, LLC submitted a letter of intent to buy the Debtor's business in Virginia and Texas. Mr. Mahosky added that a number of other parties indicated that they did not have an interest in serving as a "stalking horse", but would be interested in participating in an auction pursuant to Section 363 of the Bankruptcy Code. The Debtor is currently in the process of finalizing a draft of an asset purchase agreement with Hospice Partners pursuant to which it expects that Hospice Partners will make a stalking horse bid for its in Texas and Virginia subject to higher or better offers. Hospice Partners has committed to provide $500,000 debtor-in-possession financing to the Debtor for liquidity needed to accomplish the sale. Under the requirements of the DIP Financing, the Debtor is required to file a sale procedures motion within three days after the Petition Date. The Debtor's proposed sale process requires a closing no later than April 30, 2016. The Debtor determined that an expedited free-and-clear sale of the its business is necessary as it is operating with very tight working capital. According to Court documents, American Hospice owes approximately $8 million of secured debt to Riverside Capital Appreciation Fund, L.P., which has a blanket lien on all its assets. Riverside acquired this debt from BMO Harris Bank, N.A. in March of 2016. American Hospice owes approximately $4.2 million of unsecured debt to trade vendors; $5.5 million to the DOJ and $1,034,040 to Palmetto GBA, the intermediary for the Centers for Medicare and Medicaid Services; and $11.7 million to American Hospice Holdings Corporation who acquired certain senior subordinated debt in December of 2015. American Hospice also owes monthly rent of approximately $315,000 to landlords on 20 leased properties -- eight of which are not currently being used. First Day Motions Concurrently with the filing of the Chapter 11 petition, the Debtor filed certain "first day" motions seeking authority to, among other things, obtain postpetition financing, continue using existing cash management system, prohibit utility providers from discontinuing services, pay employee obligations, pay critical vendor claims. About American Hospice Headquartered in Jacksonville, Florida, American Hospice Management Holdings, LLC is a hospice care provider for patients with conditions including, among other things, cancer, cardiopulmonary diseases, Alzheimer's and strokes. American Hospice currently provides hospice care in the following six markets: (i) Phoenix, Arizona; (ii) Houston, Texas; (iii) Oklahoma City, Oklahoma; (iv) Atlanta, Georgia; (v) Richmond and Central Virginia; and (vi) New Jersey. The Company employs 365 people. American Hospice and 10 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 16-10670) on March 20, 2016. Scott Mahosky signed the petition as chief executive officer. The Debtors estimated assets in the range of $10 million to $50 million and liabilities of up to $50 million. The Debtors have hired Denton US LLP as counsel, Pachulski Stang Ziehl & Jones LLP as co-counsel, Harris Williams & Co. as investment banker, and Kurtzman Carson Consultants, LLC as notice and claims agent. Each of the Debtors is owned 100% by American Hospice Management Holdings, LLC which is a Delaware limited liability company. The majority owner of American Hospice Management Holdings, LLC is American Hospice Holdings Corporation, a Delaware corporation. American Hospice Holdings Corporation is wholly owned by 2000 Riverside Capital Appreciation Fund, L.P. AMERICAN HOSPICE: Hires KCC as Claims and Noticing Agent -------------------------------------------------------- American Hospice Management Holdings, LLC, et al., filed an application with the U.S. Bankruptcy Court for the District of Delaware seeking authority to employ Kurtzman Carson Consultants LLC as their claims and noticing agent in lieu of the Clerk of the Court, effective as of the Petition Date. KCC is expected to perform noticing, claims, balloting, technical, and support services. In view of the number of anticipated claimants and the complexity and scope of their business, the Debtors assert that KCC's appointment as the claims and noticing agent is both necessary and in the best interests of their estates and their creditors because they and the Clerk will be relieved of the burdens associated with the Claims and Noticing Services. The Debtors have agreed to compensate KCC for professional services pursuant to the Services Agreement and reimburse the firm for all reasonable and necessary expenses. The Debtors request that the undisputed fees and expenses incurred by KCC in the performance of the services be treated as administrative expenses of their estates and be paid in the ordinary course of business without further application to or order of the Court. Prior to the Petition Date, the Debtors provided KCC a retainer in the amount of $20,000. KCC seeks to hold such retainer under the Services Agreement during the cases as security for the payment of fees and expenses incurred under the Services Agreement. The Debtors have agreed to certain indemnification and contribution obligations as part of the overall compensation payable to KCC. KCC represents it is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code with respect to the matters upon which it is to be engaged. About American Hospice Headquartered in Jacksonville, Florida, American Hospice Management Holdings, LLC is a hospice care provider for patients with conditions including, among other things, cancer, cardiopulmonary diseases, Alzheimer's and strokes. American Hospice currently provides hospice care in the following six markets: (i) Phoenix, Arizona; (ii) Houston, Texas; (iii) Oklahoma City, Oklahoma; (iv) Atlanta, Georgia; (v) Richmond and Central Virginia; and (vi) New Jersey. The Company employs 365 people. American Hospice and 10 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 16-10670) on March 20, 2016. Scott Mahosky signed the petition as chief executive officer. The Debtors estimated assets in the range of $10 million to $50 million and liabilities of up to $50 million. The Debtors have hired Denton US LLP as counsel, Pachulski Stang Ziehl & Jones LLP as co-counsel, Harris Williams & Co. as investment banker, and Kurtzman Carson Consultants, LLC as notice and claims agent. Each of the Debtors is owned 100% by American Hospice Management Holdings, LLC which is a Delaware limited liability company. The majority owner of American Hospice Management Holdings, LLC is American Hospice Holdings Corporation, a Delaware corporation. American Hospice Holdings Corporation is wholly owned by 2000 Riverside Capital Appreciation Fund, L.P. AMERICAN HOSPICE: Proposes April 25 Hospice Partners-Led Auction ---------------------------------------------------------------- American Hospice Management Holdings, LLC, et al., filed a motion with the Bankruptcy Court seeking approval of procedures for submitting bids for any or all of their assets and the conduct of an auction with respect to the offered assets in the event that they receive at least one bid in addition to that submitted by Hospice Partners of America, LLC, the stalking horse purchaser. American Hospice currently provides hospice care in the following six markets: (i) Phoenix, Arizona; (ii) Houston, Texas; (iii) Oklahoma City, Oklahoma; (iv) Atlanta, Georgia; (v) Richmond and Central Virginia; and (vi) New Jersey. Prior to the Petition Date, the Debtors have entered into an asset purchase agreement with Hospice Partners, pursuant to which Hospice Partners agreed to buy the Debtors' businesses in Texas and Virginia. In connection with the Stalking Horse APA, the Stalking Horse Purchaser has submitted a deposit in the amount of $200,000. The sale transaction pursuant to the Stalking Horse APA is subject to competitive bidding. Pursuant to the terms of the Stalking Horse APA, the Stalking Horse Purchaser has agreed to purchase the Texas & Virginia Assets for the assumption of certain liabilities and an amount equal to $5,500,000, subject to certain adjustments. The Debtors currently have no prospective purchasers for their businesses in Georgia, Arizona, Oklahoma, and New Jersey. In conjunction with selling the Texas & Virginia Assets, the Debtors have also determined to sell the Remaining Assets through the same auction process. Unlike the Texas & Virginia assets, which will be sold via auction with the Stalking Horse APA providing a "floor" price, the sale of the Remaining Assets will be via a "naked" auction without a stalking horse bid. The Debtors proposed April 22, 2016, at 4:00 p.m. (prevailing Eastern Time) as the deadline for submitting bids. Any party with a valid, properly perfected security interest in any of the Offered Assets may credit bid for the Offered Assets in connection with the Sale pursuant to Section 363(k) of the Bankruptcy Code. If the Debtors receive one or more Qualified Bids in addition to the Stalking Horse APA, the Debtors will conduct the Auction of the Offered Assets, which will be transcribed at April 25, 2016, at 10:00 a.m. (prevailing Eastern Time), at the offices of Dentons US LLP, 303 Peachtree Street, Suite 5300, Atlanta, GA 30308. In recognition of its expenditure of time, energy, and resources, the Debtors have agreed that if the Stalking Horse Purchaser is not the Successful Bidder as to the Texas & Virginia Assets, the Debtors will pay the Stalking Horse Purchaser a break-up fee in the amount of $165,000 plus repayment of the Stalking Horse Purchaser's documented expenses (exclusive of professional fees) not to exceed $10,000. If the Debtors do not receive any Qualified Bids other than the Stalking Horse APA, the Debtors will not hold an auction and the Stalking Horse Purchaser will be named the Successful Bidder for the Texas & Virginia Assets. The Debtors will seek entry of the Sale Order from the Court at the Sale Hearing to begin on or before April 29, 2016, to approve and authorize the sale transaction to the Successful Bidders on terms and conditions determined in accordance with the Bidding Procedures. About American Hospice Headquartered in Jacksonville, Florida, American Hospice Management Holdings, LLC is a hospice care provider for patients with conditions including, among other things, cancer, cardiopulmonary diseases, Alzheimer's and strokes. American Hospice and 10 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 16-10670) on March 20, 2016. Scott Mahosky signed the petition as chief executive officer. The Debtors estimated assets in the range of $10 million to $50 million and liabilities of up to $50 million. The Debtors have hired Denton US LLP as counsel, Pachulski Stang Ziehl & Jones LLP as co-counsel, Harris Williams & Co. as investment banker, and Kurtzman Carson Consultants, LLC as notice and claims agent. Each of the Debtors is owned 100% by American Hospice Management Holdings, LLC which is a Delaware limited liability company. The majority owner of American Hospice Management Holdings, LLC is American Hospice Holdings Corporation, a Delaware corporation. American Hospice Holdings Corporation is wholly owned by 2000 Riverside Capital Appreciation Fund, L.P. AMERICAN HOSPICE: Requests Joint Administration of Cases -------------------------------------------------------- American Hospice Management Holdings, LLC, et al., ask the Bankruptcy Court to direct joint administration of their Chapter 11 cases under the Lead Case No. 16-10670. The Debtors assert that joint administration will ease the administrative burden on the Court and all parties-in-interest, eliminate the need for duplicate pleadings, notices, and orders, and protect parties-in-interest by ensuring that they will be apprised of the various motions filed with the Court with respect to each of the Debtors' cases. The Debtors maintain that joint administration will not adversely affect their respective constituencies because this motion seeks only administrative, not substantive consolidation of their estates. About American Hospice Headquartered in Jacksonville, Florida, American Hospice Management Holdings, LLC is a hospice care provider for patients with conditions including, among other things, cancer, cardiopulmonary diseases, Alzheimer's and strokes. American Hospice currently provides hospice care in the following six markets: (i) Phoenix, Arizona; (ii) Houston, Texas; (iii) Oklahoma City, Oklahoma; (iv) Atlanta, Georgia; (v) Richmond and Central Virginia; and (vi) New Jersey. The Company employs 365 people. American Hospice and 10 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 16-10670) on March 20, 2016. Scott Mahosky signed the petition as chief executive officer. The Debtors estimated assets in the range of $10 million to $50 million and liabilities of up to $50 million. The Debtors have hired Denton US LLP as counsel, Pachulski Stang Ziehl & Jones LLP as co-counsel, Harris Williams & Co. as investment banker, and Kurtzman Carson Consultants, LLC as notice and claims agent. Each of the Debtors is owned 100% by American Hospice Management Holdings, LLC which is a Delaware limited liability company. The majority owner of American Hospice Management Holdings, LLC is American Hospice Holdings Corporation, a Delaware corporation. American Hospice Holdings Corporation is wholly owned by 2000 Riverside Capital Appreciation Fund, L.P. AMERICAN HOSPICE: Says Patient Care Ombudsman Unnecessary --------------------------------------------------------- American Hospice Management Holdings, LLC, and its debtor affiliates ask the U.S. Bankruptcy Court for the District of Delaware to enter an order finding that the appointment of a patient care ombudsman in the Chapter 11 cases is not necessary. Section 333 of the Bankruptcy Code requires the appointment of a patient care ombudsman unless the Court finds, under the particular circumstances of the case, that the appointment of a PCO is not necessary to protect the Debtors' patients. According to the Debtors' counsel Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, the Court should not order the appointment of a PCO because: (a) the Debtors only provide facilities and support staff to doctors who perform medical procedures to their patients; (b) the doctors, nurses, and other healthcare professionals who treat the patients are not employed by the Debtors, are not in bankruptcy and remain the best evaluators of whether the patients are negatively affected by the Debtors' bankruptcy filing; (c) the Debtors' bankruptcy filing was not caused by any failure on their part to provide adequate care, facilities, or services to their patients; (d) the Debtors are subject to a Corporate Integrity Agreement with the U.S. Department of Health and Human Services, which provides for certain enhancements to the Debtors' internal compliance programs and policies as well as an additional layer of reporting and oversight; and (e) the Debtors operate on a tight budget and can ill afford the additional administrative expenses associated with a PCO. "Simply put, the quality of the care offered to the Debtors' patients was not the reason for the commencement of these cases and should not be an issue during the pendency of these cases," Ms. Jones said. She added that the Debtors are in compliance with all rules and standards promulgated with all applicable federal, state and local regulatory agencies, and adequate safeguards for the protection of the Debtors' patients already exist. Moreover, Ms. Jones maintained, there is no evidence that the Debtors' financial difficulties have impacted their ability to provide high-quality hospice care to their patients. About American Hospice Headquartered in Jacksonville, Florida, American Hospice Management Holdings, LLC is a hospice care provider for patients with conditions including, among other things, cancer, cardiopulmonary diseases, Alzheimer's and strokes. American Hospice and 10 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 16-10670) on March 20, 2016. Scott Mahosky signed the petition as chief executive officer. The Debtors estimated assets in the range of $10 million to $50 million and liabilities of up to $50 million. The Debtors have hired Denton US LLP as counsel, Pachulski Stang Ziehl & Jones LLP as co-counsel, Harris Williams & Co. as investment banker, and Kurtzman Carson Consultants, LLC as notice and claims agent. Each of the Debtors is owned 100% by American Hospice Management Holdings, LLC which is a Delaware limited liability company. The majority owner of American Hospice Management Holdings, LLC is American Hospice Holdings Corporation, a Delaware corporation. American Hospice Holdings Corporation is wholly owned by 2000 Riverside Capital Appreciation Fund, L.P. AMERICAN HOSPICE: Secures Commitment for $500,000 DIP Financing --------------------------------------------------------------- American Hospice Management Holdings, LLC, et al., seek permission from the Bankruptcy Court to obtain up to $500,000 postpetition financing from Hospice Partners of America, LLC, consisting of a term loan that may be funded in not more than two draws. The proceeds of the DIP Loan will be used by the Debtors to fund general corporate and working capital requirements during the pendency of the Chapter 11 cases, including professional fees, and to fund the consummation of the sale of substantially all of their assets. The DIP Loan will mature on the earliest of: (i) May 30, 2016, (ii) the effective date of any plan of reorganization of the Debtors, (iii) conversion of the Chapter 11 cases or any one of them to a case under Chapter 7 of the Bankruptcy Code, (iv) dismissal of any of the Chapter 11 cases, (v) appointment of a Chapter 11 or Chapter 7 trustee, or (vi) closing of any sale of substantially all the assets of any individual Debtor pursuant to Section 363 of the Bankruptcy Code. The outstanding principal amount of the DIP Loan will bear interest from the date of disbursement at 10% (calculated on the basis of the actual number of days elapsed). The DIP Loan will have a Commitment Fee of 2% on initial commitments to the DIP Loan, earned upon execution of the DIP Agreement and payable from the proceeds of the first draw under the DIP Loan. Additionally, the DIP Loan will provide for payment of the professional fees of the DIP Lender in negotiating and documenting the DIP Agreement in an amount not to exceed $25,000 which will be payable upon entry of the Final DIP Order. The Debtors further seek authority to use cash collateral of 2000 Riverside Capital Appreciation Fund, L.P., as successor to BMO Harris Bank, N.A. The Debtors owe approximately $8 million to the Senior Secured Lender, which has a blanket lien on all of their assets. According to Court documents, the Senior Secured Lender has consented to the DIP Financing and the terms of the DIP Agreement, including, without limitation, to the DIP Lender having a "priming lien" that is senior to the Senior Secured Lender's lien on the Prepetition Collateral. The Senior Secured Lender -- the only entity with an interest in the Cash Collateral -- has also consented to the Debtors' use of same. The Debtors propose to provide adequate protection to the Senior Secured Lender of its interests in the Prepetition Collateral, in an amount equal to the aggregate diminution in value of its interest in the Prepetition Collateral. The Senior Secured Lender is granted, among other things, as security for the payment of the Adequate Protection Obligations, a valid, perfected replacement security interest in and lien on all of the DIP Collateral, subject and subordinate only to (i) the DIP Liens, (ii) the Carve-Out and (iii) the Non-Primed Liens. "The success of this Chapter 11 case at the outset depends on the confidence of the Debtors' constituents, which in turn depends upon the Debtors' ability to minimize the disruption of the bankruptcy filings," said Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, counsel for the Debtors. "Approval and implementation of the DIP Financing will assure continued functioning of the Debtors and preserve the going concern value of their estates." About American Hospice Headquartered in Jacksonville, Florida, American Hospice Management Holdings, LLC is a hospice care provider for patients with conditions including, among other things, cancer, cardiopulmonary diseases, Alzheimer's and strokes. American Hospice and 10 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 16-10670) on March 20, 2016. Scott Mahosky signed the petition as chief executive officer. The Debtors estimated assets in the range of $10 million to $50 million and liabilities of up to $50 million. The Debtors have hired Denton US LLP as counsel, Pachulski Stang Ziehl & Jones LLP as co-counsel, Harris Williams & Co. as investment banker, and Kurtzman Carson Consultants, LLC as notice and claims agent. Each of the Debtors is owned 100% by American Hospice Management Holdings, LLC which is a Delaware limited liability company. The majority owner of American Hospice Management Holdings, LLC is American Hospice Holdings Corporation, a Delaware corporation. American Hospice Holdings Corporation is wholly owned by 2000 Riverside Capital Appreciation Fund, L.P. AMERICAN HOSPICE: Seeks to Dispose of Patient Records ----------------------------------------------------- American Hospice Management Holdings, LLC et al., are asking permission from the Bankruptcy Court to dispose of their patient records saying they have insufficient funds to pay for the storage of those records in the manner required under applicable federal or state law. The Debtors said the continued maintenance of their Patient Records collectively costs approximately $290,000 per year. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, attorney for the Debtors, asserted that the Debtors lack the financial resources necessary to comply with all applicable state and federal laws governing the storage of their Patient Records. In addition, the Debtors will no longer own substantially all of their assets within a few short months as their assets will be sold off through an expedited sale pursuant to Section 363 of the Bankruptcy Code. The Debtors intend to comply with all requirements under Section 351 of the Bankruptcy Code, including the publication of notices in newspapers of general circulation in every city in which they currently have operations. Further, the Debtors intend to promptly notify all patients and appropriate insurance carriers concerning their intention to destroy the Patient Records within 180 days of the Published Notices consistent with Section 351(1)(B) of the Bankruptcy Code. If the Patient Records have not been claimed within 365 days of the published notices by patients or the appropriate insurance carrier, the Debtors intend to notify the United States Department of Health and Human Services to request permission to deposit the Patient Records with DHHS. Only after the Patient Records have not been retrieved by a patient or the appropriate insurance carrier within 365 days of the Published Notices and if DHHS does not agree to the Debtors' request to deposit their Patient Records with the federal agency will the Debtors proceed with the disposal of the Patient Records. The Debtors intend to destroy the Patient Records in the manner specified in Section 351(3) of the Bankruptcy Code. About American Hospice Headquartered in Jacksonville, Florida, American Hospice Management Holdings, LLC is a hospice care provider for patients with conditions including, among other things, cancer, cardiopulmonary diseases, Alzheimer's and strokes. American Hospice and 10 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 16-10670) on March 20, 2016. Scott Mahosky signed the petition as chief executive officer. The Debtors estimated assets in the range of $10 million to $50 million and liabilities of up to $50 million. The Debtors have hired Denton US LLP as counsel, Pachulski Stang Ziehl & Jones LLP as co-counsel, Harris Williams & Co. as investment banker, and Kurtzman Carson Consultants, LLC as notice and claims agent. Each of the Debtors is owned 100% by American Hospice Management Holdings, LLC which is a Delaware limited liability company. The majority owner of American Hospice Management Holdings, LLC is American Hospice Holdings Corporation, a Delaware corporation. American Hospice Holdings Corporation is wholly owned by 2000 Riverside Capital Appreciation Fund, L.P. AMERICAN HOSPICE: Wants to Pay $300,000 Critical Vendor Claims -------------------------------------------------------------- American Hospice Management Holdings, LLC, et al., are asking the Bankruptcy Court's permission to pay up to $300,000 claims of certain vendors that are critical to their ability to conduct their business and operations. The Debtors said that failure to satisfy the Critical Vendor Claims could have a material adverse impact on their day-to-day operations, ability to deliver quality palliative and life-prolonging patient care, and may compromise their efforts to maximize value for the benefit of their estates and creditors. As a result of the bankruptcy cases, the Debtors recognize that all or some of the Critical Vendors may refuse to provide goods or services on a postpetition basis if they do not pay all or part of such Critical Vendor's prepetition claims. "If the Critical Vendors discontinue their supply of goods and services as a result of the Debtors' Chapter 11 cases, the impact on the Debtors' operations and their patients would be severe," according to Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, counsel to the Debtors. "Many of the Critical Vendors have extensive knowledge of the Debtors, their business, and hospice services generally, and therefore, finding and training suitable replacement vendors could increase costs and otherwise compromise operations and patient care." The Debtors request to condition the payment of the Critical Vendor Claims on the agreement of individual Critical Vendor to supply goods and services to them on favorable credit terms. About American Hospice Headquartered in Jacksonville, Florida, American Hospice Management Holdings, LLC is a hospice care provider for patients with conditions including, among other things, cancer, cardiopulmonary diseases, Alzheimer's and strokes. American Hospice currently provides hospice care in the following six markets: (i) Phoenix, Arizona; (ii) Houston, Texas; (iii) Oklahoma City, Oklahoma; (iv) Atlanta, Georgia; (v) Richmond and Central Virginia; and (vi) New Jersey. The Company employs 365 people. American Hospice and 10 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 16-10670) on March 20, 2016. Scott Mahosky signed the petition as chief executive officer. The Debtors estimated assets in the range of $10 million to $50 million and liabilities of up to $50 million. The Debtors have hired Denton US LLP as counsel, Pachulski Stang Ziehl & Jones LLP as co-counsel, Harris Williams & Co. as investment banker, and Kurtzman Carson Consultants, LLC as notice and claims agent. Each of the Debtors is owned 100% by American Hospice Management Holdings, LLC which is a Delaware limited liability company. The majority owner of American Hospice Management Holdings, LLC is American Hospice Holdings Corporation, a Delaware corporation. American Hospice Holdings Corporation is wholly owned by 2000 Riverside Capital Appreciation Fund, L.P. ARCH COAL: Creditors' Panel Hires Spencer Fane as Local Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Arch Coal, Inc., et al., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Missouri to retain Spencer Fane LLP as local counsel for the Committee, nunc pro tunc to January 27, 2016. The Committee requires Spencer Fane to: (a) assist lead counsel and advise and represent the Committee in its consultations with the Debtors regarding the administration of this Case, compliance with local rules, procedures, forms and other matters; (b) assist lead counsel and advise and represent the Committee with respect to the Debtors' retention of professionals and advisors with respect to the Debtors' business and this Case; (c) assist lead counsel and advise and represent the Committee in analyzing the Debtors' assets and liabilities, investigate the extent and validity of liens and participate in and review any proposed asset sales, asset dispositions, financing arrangements and cash collateral stipulations or proceedings; (d) assist lead counsel and advise and represent the Committee in any manner relevant to reviewing and determining the Debtors' rights and obligations under leases and other contracts; (e) assist lead counsel and advise and represent the Committee in investigating the acts, conduct, assets, liabilities and financial condition of the Debtors, the Debtors' operations and the desirability of the continuance of any portion of those operations, and any other matters relevant to this Case or to the formulation of a plan; (f) assist lead counsel and advise and represent the Committee in connection with any sale of the Debtors' assets; (g) assist lead counsel and advise and represent the Committee in its participation in the negotiation, formulation, or objection to any plan of liquidation or reorganization; (h) advise the Committee on the issues concerning the appointment of a trustee or examiner under Section 1104 of the Bankruptcy Code; (i) assist lead counsel and advise and represent the Committee in understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interests of those represented by the Committee; (j) assist lead counsel and advise and represent the Committee in the evaluation of claims and on any litigation matters, including avoidance actions; and (k) provide such other services to the Committee as may be necessary in this Case. Spencer Fane will be paid at these hourly rates: Scott J. Goldstein, partner $500 Eric C. Peterson, counsel $405 Sherry Dreisewerd, partner $395 Erica Johnson, partner $400 Lisa Epps, partner $400 Partners $290-$555 Of Counsel $310-$550 Associates $220-$300 Paralegals $130-$220 Spencer Fane will also be reimbursed for reasonable out-of-pocket expenses incurred. Scott J. Goldstein, partner of Spencer Fane, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The following is provided in response to the request for additional information set forth in D1 of the Appendix B Guidelines: -- Spencer Fane did not represent the Committee before its formation on January 25, 2016. Spencer Fane's billing rates have not changed since the Petition Date. Spencer Fane has in the past represented currently represents and may represent in the future certain Committee members and/or their affiliates as set forth in the application. -- Kramer Levin is developing a budget and staffing plan that will be presented for approval by the Committee. Spencer Fane intends to work with Kramer Levin within the parameters of that budget. Spencer Fane can be reached at: Scott J. Goldstein, Esq. SPENCER FANE LLP 1000 Walnut, Suite 1400 Kansas City, MO 64106 Tel: (816) 474-8100 Fax: (816) 474-3216 E-mail: sgoldstein@spencerfane.com 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 debt of $6.45 billion. Judge Charles E. Rendlen III has been assigned the case. The Debtors have engaged Davis Polk & Wardwell LLP as counsel, Bryan Cave LLP as local counsel, FTI Consulting, Inc. as restructuring advisor, PJT Partners as investment banker, and Prime Clerk LLC as notice, claims and solicitation agent. ARCH COAL: Jefferies Tapped as Creditors' Panel Investment Banker ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Arch Coal, Inc., et al., seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Missouri to retain Jefferies LLC as investment banker, nunc pro tunc to January 27, 2016. The Committee anticipates that Jefferies will perform the following investment banking services, among others, pursuant to the Engagement Letter, as mutually agreed upon by Jefferies and the Committee and as appropriate: (a) becoming familiar with and analyzing, the business, operations, properties, financial condition and prospects of the Debtors; (b) advising the Committee on any Transaction; (c) assisting and advising the Committee in examining and analyzing any potential or proposed Restructuring, including, where appropriate, assisting the Committee in developing its own strategy for accomplishing a Restructuring; (d) assisting and advising the Committee in evaluating and analyzing the proposed implementation of any Transaction, including the value of the securities or debt instruments, if any, that may be issued in any such Transaction; (e) assisting and advising the Committee in evaluating any potential financing transactions by the Debtors; (f) assisting and advising the Committee on tactics and strategies for negotiating with other stakeholders; (g) attending meetings of the Committee with respect to matters on which Jefferies has been engaged to advise the Committee under the Engagement Letter; (h) providing testimony, as necessary and appropriate, with respect to matters on which Jefferies has been engaged to advise the Committee under the Engagement Letter, in any proceeding before the Court; and (i) rendering such other investment banking and financial advisory services as may from time to time be agreed upon by the Committee and Jefferies, including, but not limited to, providing expert testimony, and other expert and investment banking and financial advisory support related to any threatened, expected, or initiated litigation. Jefferies and the Committee have agreed on the following terms of compensation and expense reimbursement (the "Fee and Expense Structure"): -- Monthly Fee. A monthly fee equal to $175,000 per month until the expiration or termination of Jefferies' engagement by the Committee. The first payment shall be made by the Debtors upon approval of the Engagement Letter by the Bankruptcy Court and shall be made in respect of the period from January 27, 2016 through the months in which payment is made. Thereafter, payment will be due in advance on the first day of each month during the term of Jefferies' engagement by the Committee. After six full Monthly Fees have been paid to Jefferies, fifty percent of any additional Monthly Fee payments actually paid to and retained by Jefferies will be credited once against any Transaction Fee due to Jefferies. -- Transaction Fee. Upon the consummation of any Transaction, a fee equal to $3,000,000. Jefferies will also be reimbursed for reasonable out-of-pocket expenses incurred. Leon Szlezinger, managing director and joint global head of Restructuring & Recapitalization at Jefferies LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Jefferies can be reached at: Leon Szlezinger JEFFERIES LLC 520 Madison Avenue New York, NY 10022 Tel: (212) 284-2300 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 debt of $6.45 billion. Judge Charles E. Rendlen III has been assigned the case. The Debtors have engaged Davis Polk & Wardwell LLP as counsel, Bryan Cave LLP as local counsel, FTI Consulting, Inc. as restructuring advisor, PJT Partners as investment banker, and Prime Clerk LLC as notice, claims and solicitation agent. ARCH COAL: Schedules $1.27B in Assets, $5.27B in Debts ------------------------------------------------------ Arch Coal Inc. filed its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $0 B. Personal Property $1,273,730,862 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $1,891,000,000 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $3,374,105,295 -------------- -------------- TOTAL $1,273,730,862 $5,265,105,295 A copy of the company's schedules is available without charge at http://is.gd/NiHsi2 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 debt of $6.45 billion. Judge Charles E. Rendlen III has been assigned the case. The Debtors have engaged Davis Polk & Wardwell LLP as counsel, Bryan Cave LLP as local counsel, FTI Consulting, Inc. as restructuring advisor, PJT Partners as investment banker, and Prime Clerk LLC as notice, claims and solicitation agent. ARCH COAL: Stites & Harbison Files Rule 2019 Statement ------------------------------------------------------ Stites & Harbison PLLC disclosed in a court filing that it represents these sureties in Arch Coal Inc.'s Chapter 11 case: (1) Indemnity National Insurance Company Attn: Mr. Tracy Tucker 4800 Old Kingston Pike, Suite 220 Knoxville, TN 37919-6479 Phone: (865) 583-3738 Email: ttucker@indemnitynational.com (2) Westchester Fire Insurance Company Attn: John Mangan P.O. Box 5106 Scranton, PA 18505 Phone: (215) 640-4569 Fax: (866) 635-5687 Email: jack.mangan@chubb.com (3) Zurich North America Attn: Dennis R. Hayden, Managing Counsel Commercial Surety Claims P.O. Box 968036 Schaumburg, IL 60196 Phone: (410) 744-2429 Fax: (877) 812-5754 Email: dennis.hayden@zurichna.com The sureties may hold claims against Arch Coal on account of the surety bonds they issued to secure the company's obligations under federal, state, and local laws. Stites & Harbison made the disclosure pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. The firm can be reached at: Chrisandrea L. Turner Elizabeth Lee Thompson William T. Gorton III W. Blaine Early III Stites & Harbison PLLC 250 West Main Street, Suite 2300 Lexington, Kentucky 40507 Telephone: (859) 226-2300 Fax: (859) 253-9144 Email: clturner@stites.com ethompson@stites.com wgorton@stites.com bearly@stites.com 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 debt 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. ARCHDIOCESE OF ST. PAUL: March 24 Hearing on Bid to Hire Deloitte ----------------------------------------------------------------- A U.S. bankruptcy court is set to hear an application to hire Deloitte Transactions and Business Analytics LLP filed by the official committee representing unsecured creditors of The Archdiocese of Saint Paul and Minneapolis. The U.S. Bankruptcy Court in Minnesota will take up the motion at a hearing on March 24. The committee tapped the accounting firm to be its financial advisor in connection with the archdiocese's bankruptcy case. The services to be provided by Deloitte include assisting the committee in its analysis of the archdiocese's financial position and financial restructuring. The firm will be paid on an hourly basis and will receive reimbursement for work-related expenses. The hourly rates are: Partner/Principal/Director $615 Senior Manager/Senior Vice President $575 Manager/Vice President $525 Senior Associate $475 Associate $400 Scott Read, a principal of Deloitte, disclosed in a court filing that his firm does not hold or represent any interest adverse to the archdiocese, and that it is a "disinterested person" under section 101(14) of the Bankruptcy Code. The archdiocese's legal counsel had earlier criticized the terms governing the firm's employment, including the fees to be paid to Deloitte professionals. "The archdiocese questions whether the analysis of the archdiocese's financial condition requires the services of a Big Four accounting firm at Big Four accounting firm rates," said Richard Anderson, Esq., at Briggs and Morgan, in Minneapolis, Minnesota. "The archdiocese does not believe that its financial situation is unduly complex," the lawyer further said in a court filing. The committee's bid to employ the accounting firm had also drawn criticisms from the official parish committee of unsecured creditors and from a group consisting of parishes located in the archdiocese of Saint Paul and Minneapolis. About the Archdiocese of Saint Paul and Minneapolis The Archdiocese of Saint Paul and Minneapolis was originally established by the Vatican in 1850 and serves a geographical area consisting of 12 greater Twin Cities metro-area counties in Minnesota, including Ramsey, Hennepin, Anoka, Carver, Chicago, Dakota, Goodhue, Le Sueur, Rice, Scott, Washington, and Wright counties. There are 187 parishes and approximately 825,000 Catholic individuals in the region. These individuals and parishes are served by 3999 priests and 173 deacons. The Archdiocese of St. Paul and Minneapolis filed for Chapter 11 protection (Bankr. D. Minn. Case No. 15-30125) in Minnesota on Jan. 16, 2015, saying it has large and growing liabilities related to child sexual abuse and that its pension obligations are underfunded. The Debtor disclosed $45,203,010 in assets and $15,890,460 in liabilities as of the Chapter 11 filing. The Debtor has tapped Briggs and Morgan, P.A., as Chapter 11 counsel; BGA Management LLC d/b/a Alliance Management as financial advisor; Lindquist & Vennum LLP as attorney. Eleven other dioceses have commenced Chapter 11 bankruptcy cases in the United States to settle claims from current and former parishioners who say they were sexually molested by priests. U.S. Trustee for Region 12 appointed five creditors to serve on the official committee of unsecured creditors. The U.S. Trustee appointed five creditors to serve on the Committee of Parish Creditors. Ginny Dwyer appointed as the acting chairperson of the committee until such time as the members can meet and officially elect their own person. AXION INTERNATIONAL: Proposes April 29 General Claims Bar Date -------------------------------------------------------------- Axion International, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to enter an order setting: (a) April 29, 2016 at 4:00 p.m. (prevailing Eastern Time) as the deadline for filing proofs of claim for (i) prepetition unsecured or secured, priority or non-priority, claims, and (ii) claims asserted under section 503(b)(9) of the Bankruptcy Code; and (b) June 2, 2016 at 4:00 p.m. (prevailing Eastern Time) as the deadline for filing of proofs of claim by governmental entities. The Debtors anticipate that certain entities may assert claims in connection with the Debtors' rejection of executory contracts and/or unexpired leases pursuant to section 365 of the Bankruptcy Code. The Debtors request that the bar date for Proofs of Claim on account of Rejection Damages Claims be set as occurring on or before the later of: (a) the applicable Bar Date; or (b) 30 days after the entry of an order approving the rejection of the subject executory contract and/or unexpired lease pursuant to which a Rejection Damages Claim arises. The Proofs of Claim must be received on or before the applicable Bar Date by Epiq Bankruptcy Solutions, LLC , either by (i) first-class mail to Axion International, Inc. Claims Processing Center, c/o Epiq Bankruptcy Solutions, LLC, P.O. Box 4420, Beaverton, OR 97076- 4420; or (ii) delivery by overnight courier or messenger to Axion International, Inc. Claims Processing Center, c/o Epiq Bankruptcy Solutions, LLC, 10300 SW Allen Blvd., Beaverton, OR 97005. About Axion Axion International, Inc., Axion International Holdings, Inc. and Axion Recycled Plastics Incorporated filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12415) on Dec. 2, 2015. The petition was signed by Donald W. Fallon as chief financial officer and treasurer. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. Bayard, P.A. represents and Debtors as counsel. Epiq Bankruptcy Solutions, LLC serves as the Debtors' claims and noticing agent. Judge Christopher S. Sontchi has been assigned the case. The Debtors manufacture, market and sell structural products and building materials, with an emphasis on railroad ties and construction mats. As of the Petition Date, the Debtors employ approximately 70 employees. The Official Committee of Unsecured Creditors is represented by Eric J. Monzo, Esq., at Morris James LLP and Sandra E. Mayerson, Esquire., at the Law Offices of Sandra Mayerson. EisnerAmper LLP serves as its financial advisor. AXION INTERNATIONAL: Wants April 22 Administrative Claims Bar Date ------------------------------------------------------------------ Axion International, Inc., et al., asked the U.S. Bankruptcy Court for the District of Delaware to establish April 22, 2016 at 4:00 p.m. (ET) as the deadline for the filing of proofs of claim for administrative expenses that have accrued from and after the Petition Date through and including March 21, 2016. The claims must be filed, so as to be received by the bar date, either by (i) first-class mail to Axion International, Inc. Claims Processing Center, c/o Epiq Bankruptcy Solutions, LLC, P.O. Box 4420, Beaverton, OR 97076-4420; or (ii) delivery by overnight courier or messenger to Axion International, Inc. Claims Processing Center, c/o Epiq Bankruptcy Solutions, LLC, 10300 SW Allen Blvd., Beaverton, OR 97005. About Axion Axion International, Inc., Axion International Holdings, Inc. and Axion Recycled Plastics Incorporated filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Proposed Lead Case No. 15-12415) on Dec. 2, 2015. The petition was signed by Donald W. Fallon as chief financial officer and treasurer. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. Bayard, P.A. represents and Debtors as counsel. Epiq Bankruptcy Solutions, LLC serves as the Debtors' claims and noticing agent. Judge Christopher S. Sontchi has been assigned the case. The Debtors manufacture, market and sell structural products and building materials, with an emphasis on railroad ties and construction mats. As of the Petition Date, the Debtors employ approximately 70 employees. The Official Committee of Unsecured Creditors is represented by Eric J. Monzo, Esq., at Morris James LLP and Sandra E. Mayerson, Esquire., at the Law Offices of Sandra Mayerson. EisnerAmper LLP serves as its financial advisor. BIRMINGHAM COAL: Allowed to Use Cash Collateral Until May 7 ----------------------------------------------------------- Birmingham Coal & Coke Company, Inc. received interim approval to use the cash collateral of its pre-bankruptcy lenders until May 7, 2016. The order, issued by U.S. Bankruptcy Judge Tamara Mitchell, allowed the company to use the cash collateral of Regions Bank, Regions Equipment Finance Corp. and Regions Commercial Equipment Finance LLC to support its operations. The court order came after Birmingham Coal's right to use the cash collateral expired on March 12, according to court filings. In exchange for using the cash collateral, the company was ordered to grant adequate protection to the lenders in the form of "replacement liens" on some of its assets. The lenders will also get "superpriority" administrative expense claims. The next court hearing is scheduled for May 2. About Birmingham Coal Birmingham Coal & Coke Company, Inc. produces and markets coal to industrial, utility and export markets. It owns and operates three coal mines with an average annual coal production of approximately 480,000 tons. The company also offers coal brokerage services. Birmingham Coal & Coke Company, Inc. was founded in 2000 and is based in Birmingham, Alabama. As of May 9, 2011, Birmingham Coal operates as a subsidiary of CanAm Coal Corp. On May 27, 2015, Birmingham Coal and affiliates Cahaba Contracting & Reclamation LLC, and RAC Mining LLC each filed a voluntary petition for Chapter 11 reorganization (Bankr. N.D. Ala. Lead Case No. 15-02075) in Birmingham, Alabama. The Debtors tapped Jones Walker LLP as counsel. Birmingham Coal and Cahaba Contracting each estimated $10 million to $50 million in assets and debt. RAC Mining estimated $1 million to $10 million in assets and debt. BLUE EARTH: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Blue Earth, Inc. 16-30296 fdba Genesis Fluid Solutions Holdings, Inc. fdba Cherry Tankers, Inc. 235 Pine Street, Suite 1100 San Francisco, CA 94111 Blue Earth Tech, Inc. 16-30297 Type of Business: Provider of alternative/renewable energy solutions for small and medium-sized commercial and industrial facilities. Chapter 11 Petition Date: March 21, 2016 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Hon. Dennis Montali Debtors' Counsel: Debra I. Grassgreen, Esq. Jeffrey N. Pomerantz, Esq. John W. Lucas, Esq. Malhar S. Pagay, Esq. PACHULSKI, STANG, ZIEHL & JONES LLP 150 California St. 15th Fl. San Francisco, CA 94111-4500 Tel: (415) 263-7000 E-mail: jpomerantz@pszjlaw.com dgrassgreen@pszjlaw.com jlucas@pszjlaw.com mpagay@pszjlaw.com Debtors' Assets Valuator: EOS CAPITAL ADVISORS LLC AND ICE GLEN ASSOCIATES, LLC Debtors' Claims and Noticing Agent: KURTZMAN CARSON CONSULTANTS LLC Total Assets: $98.9 million as of Dec. 31, 2014 Total Debt: $87.8 million as of Dec. 31, 2014 The petitions were signed by Robert G. Powell, CEO. Consolidated List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ D. Jason Davis Judgment $1,604,312 Joseph Patalano c/o Romero Park P.S. H. Troy Romero & Christopher Powell 155-108th Avenue N.E. Ste. 202 Bellevue, WA 98004 Contact: Chris Powell E-mail: cpowell@romeropark.com TCA Global Credit Fund, LP Line of Credit $1,225,583 9950 West Country Club Drive Aventura FL 33180 Contact: Donna Silverman E-mail: dsilverman@tcaglobalfund.com Davidoff Hutcher & Citron LLP Trade Claim $191,056 E-mail: ehl@dmlegal.com Morgan, Lewis & Bockius LLP Legal $188,010 E-mail: James.chapman@bingham.com Kenmont Capital Partners, LP Office $144,102 E-mail: dkendall@kenmontcap.com Expenses Bushnell Law Group Trade Claim $84,728 E-mail: Bbushnell@bushnelllawgroup.com Orrick, Herrington & Sutcliffe LLP Trade Claim $79,858 E-mail: tglascock@orrick.com NASDAQ Stock Market LLC Trade Claim $75,000 James S. Marinos Trade Claim $65,790 E-mail: marinoslaw@sbcglobal.net Hobbs & Towne, Inc. Trade Claim $61,660 E-mail: RHobbs@hobbstowne.com RHZM International Ltd. Trade Claim $58,000 E-mail: ttkl2008@foxmail.com Rimon, PC Trade Claim $40,617 E-mail: buz.barclay@rimonlaw.com Sam Clar Office Furniture Trade Claim $23,574 E-mail: john@samclar.com Haynie & Company Trade Claim $21,486 E-mail: SteveH@hayniecpas.com Ivan Xinyu Liu Trade Claim $21,202 E-mail: liu_xinyu@hotmail.com Financial Reporting Advisors, LLC Trade Claim $20,130 E-mail: petersen@finra.com Jim Mao Trade Claim $18,182 E-mail: ttkl2008@foxmail.com CBRE Global Advisors, LLC Trade Claim $15,384 E-mail: Hayley.Crickmore@cbre.com Montgomery Technologies, LLC Trade Claim $13,608 E-mail: mwright@montgomerytech.n One Blue Mountain, Inc. Trade Claim $7,850 E-mail: gjonest@aol.com BUFFETS LLC: Meeting of Creditors on April 11 --------------------------------------------- There's a meeting of creditors of Buffets, LLC, et al., on April 11, 2016, at 8:30 a.m. The meeting will be located at 615 E. Houston Street, Room 333 U.S. Post Office Building San Antonio, TX 78205. 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 Buffets LLC Buffets LLC, et al., are one of the largest operators of buffet-style restaurants in the U.S. The buffet restaurants, located in 25 states, principally operate under the names Old Country Buffet(R), Country Buffet(R), HomeTown(R) Buffet, Ryan's(R) and Fire Mountain(R). These locations primarily offer self-service buffets with entrees, sides, and desserts for an all-inclusive price. In addition, Buffets owns and operates an 10-unit full service, casual dining chain under the name Tahoe Joe's Famous Steakhouse(R). Buffets Holdings, Inc., filed for Chapter 11 relief in January 2008 and won confirmation of a reorganization plan in April 2009. In January 2012, Buffets again sought Chapter 11 protection and emerged from bankruptcy in July 2012. In Aug. 19, 2015, Alamo Ovation, LLC acquired Buffets Restaurants Holdings, Inc., and as a result of the merger, Buffets operated over 300 restaurants in 35 states. Down to 150 restaurants in 25 states after closing unprofitable locations, Buffets LLC and its affiliated entities sought Chapter 11 protection (Bankr. W.D. Tex. Case No. Lead Case No. 16-50557) in San Antonio, Texas, on March 7, 2016. The cases are assigned to Judge Ronald B. King. The Debtors have tapped Akerman, LLP as counsel, Bridgepoint Consulting, LLC as financial advisor and Donlin, Recano & Company as claims and noticing agent. CAPITOL LAKES: Sets April 1 General Claims Bar Date --------------------------------------------------- In the Chapter 11 case of Capitol Lakes, Inc., Judge Robert D. Martin entered an order setting: * April 1, 2016, at 5:00 p.m. (prevailing Central Time) ("General Bar Date") as the deadline all types of claims against the Debtor arising or deemed to have arisen before the Petition Date, including claims for goods received by the Debtor during the 20 days preceding the Petition Date for which claim the holder wishes to assert an entitlement to a priority administrative expense under section 503(b)(9) of the Bankruptcy Code. * the later of (a) the General Bar Date and (b) 5:00 p.m. (prevailing Central Time) on the date that is 30 days after the date of the entry of any order authorizing the rejection of a contract or lease, as the deadline to file claims relating to the rejection of an executory contract or unexpired lease. * July 18, 2016, at 5:00 p.m. (prevailing Central Time) as the deadline for each governmental unit holding a claim against the Debtor (whether secured or unsecured priority or non-priority) that arose prior to the Petition Date * On or before the later of (a) the General Bar Date and (b) 5:00 p.m. (prevailing Central Time) on the date that is 30 days after receiving notice of the amendment to the Debtor's Schedules, as the deadline for Any person or entity that is served with a notice from the Debtor that the Debtor has amended its Schedules of Assets and Liabilities and/or its Statement of Financial Affairs (the "Schedules") in a way that serves to reduce, delete, or change the amount, priority, classification, or other status of such holder's claim and that wishes to assert a claim that varies from the amended Schedules as to amount, priority, classification, or other characteristics to file a proof of claim. Each Proof of Claim, including supporting documentation, must be filed so that Prime Clerk actually receives the Proof of Claim on or before the applicable Bar Date by either (i) electronically using the interface available on Prime Clerk's Web site at https://cases.primeclerk.com/capitollakes/EPOC-Index or (ii) by U.S. Mail or other hand-delivery system, which Proof of Claim must include an original signature, at the following address: Capitol Lakes, Inc. Claims Processing Center c/o Prime Clerk LLC 830 3rd Avenue, 3rd Floor New York, New York 10022 Proofs of Claim submitted by facsimile or electronic mail will not be accepted. About Capitol Lakes Capitol Lakes Inc. owns and operates a continuing care retirement community ("CCRC") located in Madison, Wisconsin. The CCRC is comprised of: (i) an urban high rise containing 105 independent living units (the "Heights"), (ii) an apartment building containing 52 additional independent living units (the "Main Gate"), (iii) an assisted living residential facility containing 43 assisted living units (the "Terraces"), of which 39 are single occupancy and 4 are available for double occupancy, (iv) a skilled nursing facility with 85 active skilled nursing beds licensed by the Wisconsin Department of Health and Family Services and certified to participate in the Medicare and Medicaid programs (the "Health Center"), all located on a site of approximately 3.814 acres of land owned by Capitol Lakes located in the heart of downtown Madison, Wisconsin. On Jan. 20, 2016, Capitol Lakes filed a Chapter 11 bankruptcy petition (Bankr. W.D. Wisc. Case No. 16-10158). The case is assigned to Judge Robert D. Martin. As of Dec. 31, 2015, on a book value basis, Capitol Lakes has $57.6 million in assets and $104.2 million in liabilities. The Debtor has tapped DLA Piper LLP as its legal counsel, and Cain Brothers & Company LLC as its financial advisor. The Office of the U.S. Trustee appointed seven creditors to the official committee of unsecured creditors. They are Margaret Barker, John Burkhalter, Geri Dickson, Sally Drew, Patrick J. Holzem, Judith Snyderman and M. Crawford Young. Murphy Desmond S.C. represents the committee. CENTERPOINT ENERGY: Fitch Affirms 'BB+' Jr. Sub Debentures Rating ----------------------------------------------------------------- Fitch Ratings has affirmed the Long-term Issuer Default Rating (IDR) of CenterPoint Energy, Inc. (CNP) at 'BBB'. Fitch has also affirmed the Long-term IDRs of CNP's subsidiaries CenterPoint Energy Houston Electric, LLC (CEHE) and CenterPoint Energy Resources Corp. (CERC) at 'BBB+' and 'BBB', respectively. The Rating Outlook for all three companies is Stable. Approximately $6 billion of debt obligations are affected. KEY RATING DRIVERS CenterPoint Energy, Inc. (CNP) -- Enable impact manageable but requires continued financial discipline; -- Pending strategic reviews could alter credit profile; -- Regulated operations drive performance; -- Consistent credit metrics. CenterPoint Energy Houston Electric, LLC (CEHE) -- Low risk T&D business; -- Sizeable capital spending; -- Healthy credit metrics. CenterPoint Energy Resources Corp. (CERC) -- Stable gas operations; -- Rating constrained by Enable. Key Rating Drivers for CNP -- Manageable Enable Exposure; Continued Financial Discipline Required. Fitch believes that CNP's financial exposure from its investment in Enable Midstream Partners L.P. (Enable 'BBB-'/Stable Outlook) is manageable currently. CNP's recent investment in Enable's $363 million preferred securities is consistent with Fitch's expectation that CNP would support Enable during times of financial stress, such as the current period of constrained capital markets access for all Master Limited Partnerships. Nevertheless, Fitch would like the extent of support to be limited and would continuously assess such support in conjunction with CNP's own financial leverage and credit metrics. CNP currently has adequate headroom in its credit metrics to provide a reasonable amount of financial support to Enable. Over the next five years, excluding effects of securitization bonds at CEHE and consolidating proportionately Enable's financials, Fitch estimates that CNP will produce funds from operations (FFO) fixed charge coverage, on average, of 4.3x and debt to operating EBITDAR of 4.2x. These metrics remain in line with its rating category and are consistent with its predominantly regulated business profile. The capex reduction at its utilities and the cash and marketable securities balance are expected to partially mitigate the needs for material debt financing resulting from reduced distributions and near-term capital calls from Enable if necessary. CNP recently cut the utility capex for 2016 - 2019 by approximately $800 million from a previous guidance aiming to better align spending with earnings growth. Additionally, Fitch believes that management is committed to maintaining its credit quality and will issue equity when needed. However, should Enable's credit profile further deteriorate, Fitch would evaluate the extent of parental support required against the need for CNP to maintain its credit ratings. Credit Profile Evolving Fitch views favorably CNP's ongoing review of its investment in Enable. A sale or spinoff could potentially improve CNP's business risk profile, should the remaining entity be comprised almost entirely of regulated utility operations. CNP's ratings in such a scenario would be assessed based on a significantly improved risk profile and its ability to reduce debt to offset the loss of earnings and cash flows from Enable. CNP also announced recently that it is exploring the possibility of a REIT structure for part or all of its electric utility business. Fitch would generally view the REIT structure as negative to the existing bondholders given the reduced financial flexibility. This is due to the requirement to distribute at least 90% of net income to shareholders to maintain the REIT status, continuous reliance on capital markets to fund growth capex and distribution, and uncertainty regarding regulatory treatment of such structure and tax benefits. Regulated Operations Drive Performance CNP's ratings and Outlook are primarily supported by stable earnings and cash flow at its regulated electric and natural gas utility operations. In 2015, 77% of consolidated operating income was derived from regulated utilities. CERC's natural gas distribution operations benefit from geographic diversity and various supportive recovery mechanisms. CEHE's electric transmission and distribution (T&D) operations in Texas have low operating risks. Mechanisms such as the Transmission Cost of Service (TCOS) and Distribution Cost Recovery Factor (DCRF) allow frequent recovery without rate case filings and provide a better opportunity for CEHE to earn its authorized returns. Despite job loss in the energy sector, customer growth continues to be healthy due to the improving diversity of the local economy in the Houston area. Key Rating Drivers for CEHE Downsized Capital Spending Management has recently reduced CEHE's capex plan by approximately $400 million over 2016 - 2019. Despite the cut, CEHE's capex remains elevated. The utility plans to invest approximately $790 million annually over the next three years and nearly $700 million each in 2019 and 2020, comparing to an annual run rate of ~$600 million before 2014. Fitch expects CEHE to reduce upstream dividend to CNP during this period. Stable Customer Growth CEHE's service territory has historically delivered strong population and economic growth relative to national averages. Despite the struggling energy sector, the unemployment rate in Texas was 4.7% in December 2015, slightly below the national average of 5%. Driven by a more diversified economy and job additions in non-energy sectors, customer growth in CEHE's service territory was a robust 2% in 2015. Credit Metrics Well Positioned Fitch expects CEHE's credit metrics to weaken modestly primarily due to the sizeable capex program, but remain well positioned for its rating level in the next several years. Fitch forecasts CEHE's FFO fixed charge coverage to average 5.3x and debt to operating EBITDAR to average 3.2x from 2016 to 2020. Low Risk T&D Business CEHE's ratings and Stable Outlook reflect the low business risk of its regulated electric transmission and distribution operations in Texas. Fitch considers the regulatory environment in Texas to be improving and reasonably supportive to CEHE's credit profile and CEHE has the ability to earn a return on its transmission and distribution investments without filing rate cases. Key Rating Drivers for CERC Midstream Investment A Constraint Before and after Enable was formed, Fitch had equalized CERC's IDR and its senior unsecured ratings due to its investments in the midstream business. If a sale or a spinoff of Enable investment is executed and if CERC is comprised of almost entirely regulated utility operations, its senior unsecured ratings could receive a one-notch uplift from its IDR, according to Fitch's notching criteria for regulated utility operating companies. Fitch would view a sale or spinoff of Enable to likely improve CERC's business risk profile; however, CERC's pro-forma ratings in this scenario would be determined by its ability to pay down debt and the ultimate capital structure. Stable Utility Earnings CERC's IDR and Outlook incorporate Fitch's expectations that the company will continue to derive the majority of its earnings and cash flows from regulated natural gas distribution operations. CERC's gas operations benefit from diversified service territories and overall supportive recovery mechanisms such as decoupling, weather normalization and the Gas Reliability Infrastructure Program in Texas. RATING SENSITIVITIES CNP: Positive: -- Positive rating actions appear unlikely in the foreseeable future given the struggling midstream segment. In addition, the pending strategic reviews around Enable and a REIT structure for CEHE could have mixed impact on the consolidated credit profile. Nevertheless, in the event that an external sale or spinoff of Enable investment is executed and the remaining entity would contain almost entirely regulated utility operations, depending on the final capital structure, a positive rating action may be considered. Negative: -- Substantial increase in leverage to provide financial support to Enable; -- If debt to operating EBITDAR exceeds 4.5x and/or FFO fixed charge coverage is less than 4x on a sustained basis. CEHE: Positive: -- An upgrade is unlikely absent an upgrade at CNP since Fitch intends to maintain a one-notch IDR differential between CEHE and CNP. Negative: -- If the regulatory environment becomes contentious such that it is unable to receive timely and reasonable recovery in rates; -- If debt to operating EBITDAR exceeds 4.2x and/or FFO fixed charge coverage is less than 4x on a sustained basis. CERC: Positive: -- Positive rating actions appear unlikely given the struggling midstream segment. Nevertheless, in the event that a sale or spinoff of Enable investment is executed and that the remaining entity would be comprised almost entirely of regulated utility operations, depending on the final capital structure, a positive rating action may be considered; -- Senior unsecured debt rating could receive one-notch uplift from IDR if a sale or spinoff of Enable investment is executed such that pro-forma CERC becomes almost fully regulated. Negative: -- Ratings will be negatively impacted if the regulatory construct governing the gas distribution subsidiaries becomes unfavorable; -- Debt to operating EBITDAR exceeds 4.5x on a sustained basis and/or FFO fixed charge coverage is less than 4x on a sustained basis. KEY ASSUMPTIONS -- CEHE's capex averages approximately $750 million per year and $450 million per year for CERC's gas utilities; -- CEHE's TCOS and DCRF mechanisms are available and result in an average annual rate relief of approximately $60 million; -- Combining rate cases and annual mechanisms, gas operations rate relief averages approximately $50 million per year; -- Annual customer growth at CEHE of approximately 1.8% - 2% and 0.8% - 1% at CERC; -- A modest amount of equity issuance; -- No additional equity support for Enable (except for modest amount of reductions of Enable's distribution to CNP); -- Maintain existing organizational structure. Fitch affirms the following ratings: CenterPoint Energy, Inc. -- Long-term IDR at 'BBB'; -- Senior unsecured notes and pollution control revenue bonds at 'BBB'; -- Secured pollution control revenue bonds at 'A'; -- Junior Subordinated Debenture (ZENS) at 'BB+'; -- Short-term IDR/Commercial paper at 'F2'. CenterPoint Energy Houston Electric, LLC -- Long-term IDR at 'BBB+'; -- First mortgage bonds at 'A'; -- General mortgage bonds at 'A'; -- Unsecured credit facility at 'A-'; -- Short-term IDR at 'F2'. CenterPoint Energy Resources Corp. -- Long-term IDR at 'BBB'; -- Long-term senior unsecured notes at 'BBB'; -- Short-term IDR/Commercial paper at 'F2'. The Rating Outlooks are Stable. CENTRAL BEEF: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Central Beef Ind., LLC 16-02366 dba Chernin Beef Industries 601 Bayshore Blvd., #700 Tampa, FL 33606 5C of Central Florida, LLLP 16-02368 CBI Management/Administration, LLC 16-02370 Type of Business: Purchaser of Cattle Chapter 11 Petition Date: March 21, 2016 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: Hon. Catherine Peek McEwen Debtors' Counsel: Harley E Riedel, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Tel: (813) 229-0144 Email: hriedel.ecf@srbp.com - and - Susan H Sharp, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, P.A. 110 E Madison Street, Suite 200 Tampa, FL 33602 Tel: 813-229-0144 Fax: 813-229-1811 Email: ssharp.ecf@srbp.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Ida Raye Chernin, manager. List of Central Beef Ind.'s 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Fidelity Paper & Supply Corp. $136,309 P.O. Box 376 East Hanover, NJ 07936 USDA Food Safety & Inspections $96,886 Hillshire Brands $61,871 QVest $45,128 Rochester Midland Corp. $38,686 USDA Grading and Verification Division $35,350 Silliker, Inc. $31,541 Marten Transport Services, Ltd. $30,889 Americold Logistics, LLC $27,985 Motion Industries, Inc. $25,813 Airgas Dry Ice $24,148 Bemis Company, Inc. $23,791 Time Definite Services, Inc. $23,225 Suburban Propane $21,430 Industry Insights & Solutions $20,000 CLC Transporting, Inc. $19,680 G&K Services $17,426 Stauffer Glove & Safety $16,718 Spiritas Foods $15,354 R.A. Jones & Co. $15,165 CLARKE REAL ESTATE: Court Dismisses Chapter 11 Case --------------------------------------------------- Judge Ashely M. Chan in early March entered a judgment order dismissing the Chapter 11 case of Clarke Real Estate Development, LLC. Judge Chan ordered that judgment in accordance with FRBP 9021 is entered in favor of the United States Trustee against the Debtor(s) in the principal sum of $650 being the minimum amount of the accrued but unpaid fees due to the U.S. Trustee pursuant to 28 U.S.C. Sec. 1930(a)(6). On Jan. 28, 2016, the U.S. Trustee filed a motion asking the Court to enter an order converting the Chapter 7 case, or in the alternative, dismissing the case. According to U.S. Trustee: * The Debtor has failed to file all operating reports. * The Debtor has failed to pay all quarterly fees owed pursuant to 28 U.S.C. Sec. 1930. * The Debtor appears to be unable to effectuate a plan of reorganization. On Jan. 19, 2016, the Debtor filed a proposed reorganization plan that contemplates the resumption of the construction of its luxury townhouse project. The construction of the Properties will resume with an injection of $1,500,000 in capital from DIP Lending LLC. Unsecured creditors owed $360,000 will split $100,000 (for a 27.78% recovery) to be paid through 15 payments of $6,667 and a final payment of $6,667 to commence on the first of the month following the sale of 1331 Bainbridge, 1333 Bainbridge, 1228 Kater, and 1230 Kater and running consecutively thereafter. About Clarke Real Estate Clarke Real Estate Development, LLC, is the developer of a luxury Parke Place townhouse project in the 1300 block of Bainbridge Street in Philadelphia, Pennsylvania. The Company filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 15-16299) on Sept. 1, 2015. Judge Ashely M. Chan presides over the Chapter 11 bankruptcy case. The Debtor estimated assets and debt of $10 million to $50 million. D.J. SIMMONS: Court Approves Joint Administration of Cases ---------------------------------------------------------- D.J. Simmons Company Limited Partnership sought and obtained from the U.S. Bankruptcy Court for the District of Colorado an order authorizing the joint administration of its case with the pending Chapter 11 of affiliated debtors, D.J. Simmons, Inc. and Kimbeto Resources, LLC. The Court ordered that the lowest-numbered case, Case No. 16-11763-JGR, will serve as the "lead case". If the cases were not previously assigned and/or reassigned to the Honorable Joseph G. Rosania, Jr., Bankruptcy Judge, the Clerk of the Court will promptly do so, so these cases all bear the initials, JGR, following the case number. Thereafter, if appropriate, the Clerk will adjust the assignment of cases accordingly. In seeking joint administration, Ethan J. Birnberg, Esq., at Lindquist & Vennum LLP, explains that the Debtors are three affiliated entities, as that term is defined under 11 U.S.C Sec. 101(2). DJS Co. LP is a limited partnership, whose general partner is DJS, Inc. DJS Co. LP's primary assets include property, equipment, and leases related to its operations and sale of oil and gas. DJS, Inc. is a Delaware corporation whose directors and stockholders also are Debtor's limited partners. Kimbeto is a limited liability company whose managing member is DJS Co. LP. Mr. Birnberg avers that joint administration would promote efficiency and economy in the administration of the three bankruptcy estates and will aid in expediting the administration of the cases while rendering the process less costly. The Debtors' reorganization efforts will be intertwined due to their related operations, and these efforts should be combined into a "lead case." About D.J. Simmons Farmington, New Mexico-based D.J. Simmons Inc. -- http://www.djsimmons.com/-- is an independent oil and gas exploration and production company. D.J. Simmons Company Limited Partnership, Kimbeto Resources, LLC and D.J. Simmons, Inc. filed separate Chapter 11 petitions (Bankr. D. Colo. Case Nos. 16-11763, 16-11765 and 16-11767) on March 1, 2016. The cases are jointly administered under Lead Case No. 16-11763. The petitions were signed by John Byrom, president of D.J. Simmons, Inc. D.J. Simmons Company disclosed $9.94 million in total assets and $12.85 million in total liabilities. Kimbeto Resources disclosed $976,190 in total assets and $9.81 million in total liabilities. Ethan Birnberg, Esq., at Lindquist & Vennum LLP, serves as the Debtors' counsel. D.J. SIMMONS: Hires Lindquist & Vennum as Counsel ------------------------------------------------- D.J. Simmons Company Limited Partnership seeks authorization from the U.S. Bankruptcy Court for the District of Colorado to employ Lindquist & Vennum, LLP as counsel, nunc pro tunc to the March 1, 2016 petition date. The Debtor requires Lindquist & Vennum to: (a) assist in the preparation of the Debtor's schedules and statement of financial affairs and other pleadings necessary to file and maintain the Chapter 11 case; (b) assist in the preparation of motions and documents related to post-petition financing and the sale of assets under sections 363 and 364 of the Bankruptcy Code; (c) assist in the preparation of the Debtor's reorganization plan and the disclosure statement; (d) prepare on behalf of the Debtor all necessary applications, complaints, objections, answers, motions, orders, reports, and other pleadings and documents; (e) represent the Debtor in adversary proceedings and contested matters related to Debtor's bankruptcy case; (f) provide legal advice with respect to the Debtor's rights, powers obligations and duties as Chapter 11 debtors in possession in the continuing operation of the Debtor's business and the administration of the estate; and (g) provide any other legal services for the Debtor as necessary and appropriate for the administration of the Debtor's estate. Lindquist & Vennum will be paid at these hourly rates: John C. Smiley $575 Harold G. Morris, Jr. $510 Ethan J. Birnberg $330 Brandi M. Pruett $195 Jessica Groskopf $150 Lindquist & Vennum will also be reimbursed for reasonable out-of-pocket expenses incurred. Ethan J. Birnberg, partner of Lindquist & Vennum, 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. Lindquist & Vennum can be reached at: Ethan J. Birnberg LINDQUIST & VENNUM LLP 600 17th Street, Suite 1800 South Denver, CO, 80202-5441 Tel: (303) 573-5900 Fax: (303) 573-1956 E-mail: ebirnberg@lindquist.com D.J. Simmons Inc. -- http://www.djsimmons.com/-- is an independent oil and gas exploration and production company. Farmington, New Mexico-based D.J. Simmons Company Limited Partnership, Kimbeto Resources, LLC and D.J. Simmons, Inc. filed separate Chapter 11 petitions (Bankr. D. Colo. Case Nos. 16-11763, 16-11765 and 16-11767) on March 1, 2016. The cases are jointly administered under Lead Case No. 16-11763. The petitions were signed by John Byrom, president of D.J. Simmons, Inc. D.J. Simmons Company disclosed $9.94 million in total assets and $12.85 million in total liabilities. Kimbeto Resources disclosed $976,190 in total assets and $9.81 million in total liabilities. Ethan Birnberg, Esq., at Lindquist & Vennum LLP, serves as the Debtors' counsel. D.J. SIMMONS: Sec. 341 Meeting Scheduled for April 6 ---------------------------------------------------- There's a meeting of creditors of D.J. Simmons Company Limited Partnership, et al., under 11 U.S.C. Sec. 341(a) on April 6, 2016, at 09:30 a.m. 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 D.J. Simmons Farmington, New Mexico-based D.J. Simmons Inc. -- http://www.djsimmons.com/-- is an independent oil and gas exploration and production company. D.J. Simmons Company Limited Partnership, Kimbeto Resources, LLC and D.J. Simmons, Inc. filed separate Chapter 11 petitions (Bankr. D. Colo. Case Nos. 16-11763, 16-11765 and 16-11767) on March 1, 2016. The cases are jointly administered under Lead Case No. 16-11763. The petitions were signed by John Byrom, president of D.J. Simmons, Inc. D.J. Simmons Company disclosed $9.94 million in total assets and $12.85 million in total liabilities. Kimbeto Resources disclosed $976,190 in total assets and $9.81 million in total liabilities. Ethan Birnberg, Esq., at Lindquist & Vennum LLP, serves as the Debtors' counsel. DUCOMMUN INC: S&P Affirms 'B+' CCR Then Withdraws Rating -------------------------------------------------------- Standard & Poor's Ratings Services said that it has affirmed all of its ratings on U.S. aerospace and defense supplier Ducommun Inc., including S&P's 'B+' corporate credit rating. The outlook remains positive. Subsequently, S&P withdrew all of its ratings on Ducommun at the issuer's request. EDGEWELL PERSONAL: S&P Revises Outlook to Neg. & Affirms 'BB+' CCR ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its outlook on St. Louis, Mo.-based Edgewell Personal Care to negative from stable. At the same time, S&P affirmed all of its ratings on the company, including its 'BB+' corporate credit and senior unsecured note ratings. Debt outstanding as of Dec. 31, 2015, was $1.86 billion. S&P's recovery ratings on the senior unsecured notes are unchanged at '3', indicating S&P's view that creditors could expect meaningful recovery (at the high end of the 50% to 70% range) in the event of a payment default. "The outlook revision to negative from stable reflects Edgewell's weaker-than-expected profitability and credit ratios," said Standard & Poor's credit analyst Gerald Phelan. "We attribute these to disruptions following its separation from the Energizer battery business, increased promotional activity, and currency headwinds, all of which contributed to lower sales." Standard & Poor's estimates debt to EBITDA is presently between 3.25x-3.50x and funds from operations (FFO) to debt is about 20%, compared to S&P's prior expectation for low- to mid-2x debt to EBITDA and 30%-35% FFO to debt. S&P's revised forecast assumes Edgewell will reduce debt to EBITDA to 3x due to improved profitability over the balance of fiscal 2016 and higher cash flow generation as certain one-time costs associated with the Energizer separation do not repeat. However, the company still faces near-term operating risks, including tough competition, currency headwinds, and ongoing manufacturing and distribution footprint changes, which could hamper operating performance and delay anticipated debt repayment. In addition, future debt-financed acquisitions could also delay leverage reduction, and S&P could lower the ratings over the next year if the company sustains debt to EBITDA near 3.5x. The negative outlook reflects the potential for a lower rating over the next year if free cash flow deteriorates below S&P's forecast and debt to EBITDA is sustained near 3.5x, which could result from operational realignment missteps, intense competition, or continued macroeconomic hurdles, including unfavorable currency movements. S&P could also lower the ratings if the company transacts material share buybacks or acquisitions over the next year. S&P could revise the outlook to stable over the next year if the company successfully implements its footprint realignment initiatives and encounters no further disruptions related to the battery separation, repays debt over the remainder of fiscal 2016, and improves credit ratios such that S&P believes debt to EBITDA will be sustained comfortably below 3x. This could result if the company achieves S&P's base-case forecast, which includes about-flat EBITDA performance over the remainder of 2016 and over $200 million adjusted debt reduction compared to Dec. 31, 2015. EIDOS LLC: Court Approves Joint Administration Cases ---------------------------------------------------- At the behest of Eidos LLC, U.S. Bankruptcy Judge Brian F. Kenney directed that the seven Chapter 11 cases are consolidated for procedural purposes only and will be jointly administered by the Court. The lead case is Eidos, LLC, Case No. 16-10385-BFK. One consolidated docket, one file and one consolidated service list will be maintained by the Debtors and kept by the Clerk of the United States Bankruptcy Court for the Eastern District of Virginia. About Eidos, LLC Eidos LLC and six affiliated debtors each filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Lead Case No. 16-10385-BFK) on Feb. 4, 2016. The cases are assigned to Judge Brian F. Kenney. The Debtors have tapped Odin, Feldman & Pittleman P.C. as their legal counsel. Eidos LLC estimated assets of $100 million to $500 million and debt of $50 million to $100 million. EIDOS LLC: Sec. 341 Meeting Scheduled for April 18 -------------------------------------------------- A meeting of creditors of Eidos LLC, et al., under 11 U.S.C. Sec. 341(a) on April 18, 2016 at 10:00 a.m. at the Office of the U.S. Trustee (Chapter 11), 115 South Union Street, Suite 208, Alexandria, Virginia. 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 Eidos, LLC Eidos LLC and six affiliated debtors each filed a Chapter 11 bankruptcy petition (Bankr. E.D. Va. Lead Case No. 16-10385-BFK) on Feb. 4, 2016. The cases are assigned to Judge Brian F. Kenney. The Debtors have tapped Odin, Feldman & Pittleman P.C. as their legal counsel. Eidos LLC estimated assets of $100 million to $500 million and debt of $50 million to $100 million. EMERALD OIL: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Emerald Oil, Inc. 16-10704 200 Columbus Street, Suite 500 Denver, CO 80206 Emerald DB, LLC 16-10705 Emerald NWB, LLC 16-10706 Emerald WB LLC 16-10707 EOX Marketing, LLC 16-10708 Type of Business: Independent exploration and production company focused on developing oil and gas wells in the Williston Basin of North Dakota and Montana. Chapter 11 Petition Date: March 22, 2016 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' James H.M. Sprayregen, P.C. General Ryan Blaine Bennett, Esq. Bankruptcy Travis M. Bayer, Esq. Counsel: KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, IL 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: james.sprayregen@kirkland.com ryan.bennett@kirkland.com travis.bayer@kirkland.com Debtors' Laura Davis Jones, Esq. Local Counsel Colin R. Robinson, Esq. Joseph M. Mulvihill, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 N. Market Street, 17th Floor Wilmington, DE 19801 Tel: 302 652-4100 Fax: 302-652-4400 Email: ljones@pszjlaw.com crobinson@pszjlaw.com jmulvihill@pszjlaw.com Debtors' INTREPID FINANCIAL PARTNERS, LLC Investment Banker: Debtors' OPPORTUNE LLP Restructuring Advisor: Debtors' DONLIN RECANO & COMPANY, INC. Claims and Re: Emerald Oil, Inc., et al. Noticing P.O. Box 899 Agent: Madison Square Station New York, NY 10010 Toll Free: (877) 208-9515 Total Assets: $405.44 million as of Sept. 30, 2015 Total Debts: $361.08 million as of Sept. 30, 2015 The petition was signed by Ryan Smith, authorized signatory. List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ U.S. Bank National Association Bond $148,500,000 5555 San Felipe Street, Suite 1150 Houston, TX 77056 Attn: Mauri J. Cowen Vice President Tel: 713-235-9206 Fax: 713-235-9213 Email: mauri.cowen@usbank.com Liberty Oilfield Services LLC Trade Debt $5,061,890 950 17th Street, Suite #2000 Denver, CO 80202 Attn: Chris Wright Tel: 303-515-2800 Fax: 303-515-2880 Email: chris.wright@libertyfrac.com West Dakota Water South LLC Trade Debt $3,526,059 1505 N Miller, Suite 260 Wenatchee, WA 98801 Attn: Joey Dale Tel: 509-423-7494 Email: joeyd@jmacresurces.com Dakota Fluid Solutions Trade Debt $2,897,585 1400 Wewatta Street Denver, CO 80202 Attn: Tim Reynolds Tel: 720-773-5100 Email: tim@dakota-midstream.com Select Energy Services LLC Trade Debt $2,617,826 1400 Post Oak Blvd., Suite 400 Houston, TX 77056 Attn: John D. Schmitz Tel: 713-296-1000 Fax: 713-296-1099 Email: info@selectenergyservices.com Stoneham Drilling Corporation Trade Debt $2,219,279 707 17th Street, Suite 32 Denver, CO 80202 Attn: Darcy Reinboldt Tel: 720-354-3650 Email: sales@stonehamdrilling.com Cache Trucking LLC Trade Debt $1,472,453 430 6th Avenue West Williston, ND 58801 Attn: John Isom Tel: 701-572-7765 Fax: 435-258-2624 FTS International Inc. Trade Debt $1,204,291 Lockbox 970490 Dallas, TX 75397 Attn: Lance Turner Tel: 817-850-1008 Fax: 817-850-1019 Email: sales@ftsi.com Dakota Midstream LLC Trade Debt $1,131,966 1400 Wewatta Street Denver, CO 80202 Attn: Tim Reynolds Tel: 720-773-5100 Email: tim@dakota-midstream.com Power Service Inc. Trade Debt $1,088,966 5625 Chapman Place Casper, WY 82604 Attn: Tony Cercy Tel: 307-472-7722 Fax: 307-472-7726 Email: sales@powerserviceinc.com Dakota Energy Connections LLC Trade Debt $1,077,439 1400 Wewatta Street Denver, CO 80202 Attn: Tim Reynolds Tel: 720-773-5100 Email: tim@dakota-midstream.com Quinn Pumps North Dakota, Inc. Trade Debt $931,463 175 48th Ave. SW Dickinson, ND 58601 Attn: Jon Anderson Tel: 701-628-4003 Email: maneet.sidhu.ge.com Plum Coulee Enterprises LLC Trade Debt $928,565 14274 19th Street NW Alexander, ND 58831 Attn: Bruce Conway Tel: 701-770-2221 Email: chadpsutton.msn.com Whiting Oil & Gas Corp Trade Debt $885,334 1700 Broadway, Suite 2300 Denver, CO 80290-2300 Attn: James J. Volker Tel: 303-837-1661 Fax: 303-831-4023 Email: jim@whiting.com FMC Technologies Completion Trade Debt $804,027 Services Inc. 5875 N. Sam Houston Pkwy. W. Houston, TX 77086 Attn: John Gremp Tel: 281-591-4000 Fax: 281-591-4192 Email: john.gremp@fmcti.com Irongate Rental Services LLC Trade Debt $736,310 19500 State Highway 249, Suite 600 Houston, TX 77070 USA Attn: Terry Keane Tel: 832-678-8585 Fax: 832-678-8586 Email: terry.keane@irongatees.com Three Bros Trucking LLC Trade Debt $541,964 1800 E 752 Rd Humansville, MO 65674 Attn: Thomas Bateman Tel: 417-809-8538 Fax: 417-276-0264 Baker Hughes Business Support Trade Debt $501,277 Services 2929 Allen Parkway, Suite 2100 Houston, TX 77019-2118 Attn: Martin Craighead Tel: 713-439-8600 Fax: 713-439-8699 Email: martin.craighead@bakerhughes.com Lufkin Industries, LLC Trade Debt $495,883 601 South Raguet Lufkin, TX 75902-0849 Attn: John F. Glick Tel: 936-634-2211 Fax: 936-637-5272 Email: Maneet.sidhu.ge.com Standard Solutions LLC Trade Debt $447,428 1588 Hwy 126 Jonesville, LA 71343 Attn: Braun Brown Tel: 318-339-7130 Fax: 318-339-4186 Coil Tubing Partners LLC Trade Debt $458,929 2014 W Pinhook Road, Suite #200 Lafayette, LA 70508 Attn: Glenn J. Ritter Tel: 337-269-6000 Fax: 337-269-2008 Core Services Inc. Trade Debt $448,193 14439 Commerce Park BL Williston, ND 58801 Attn: Cory Jones Tel: 701-572-8280 Fax: 505-433-6401 Western Exploration & Road Trade Debt $434,269 Construction 3401 Quebec St, Suite 9105 Denver, CO 80207 Attn: James Pate Tel: 720-377-3336 Fax: 720-377-9464 McJunkin Red Man Corporation Trade Debt $432,759 909 Fannin Street Suite 3100 Houston, TX 77010 Attn: Andrew R. Lane Tel: 713-655-1005 Fax: 713-655-1477 Stellar Field Service Inc. Trade Debt $375,346 5307 151st Ave NW Williston, ND 58801 Attn: Beau Barker, Abby Baker Tel: 701-770-7211 Fax: 435-789-0958 Email: Abby.stellar@yahoo.com USG Wheatland Pipeline, LLC Trade Debt $372,630 700 Universe Boulevard Juno Beach, FL 33408 Attn: John Ketchum Tel: 561-691-7171 Fax: 416-364-2533 McKenzie Electric Cooperative, Inc. Trade Debt $331,458 908 4th Aven Nepo Box 649 Watford City, ND 58854-0649 Attn: John Skurupey Tel: 701-764-5902 Fax: 701-764-5054 Email: mec@mckenzieelectric.com Ameritest Inc. Trade Debt $273,175 905 30th Street NW Minot, ND 58703 Attn: Joe Holash Tel: 701-858-1718 Fax: 888-864-9055 Email: jholash@ameritest.us.com KLX Energy Holdings LLC Trade Debt $273,154 28099 Expedite Way Chicago, IL 60695-0001 Attn: Gary J. Roberts Tel: 832-230-5205 Fax: 832-230-4898 Email: michael.perlman@klx.com JACAM Chemicals LLC Trade Debt $272,622 205 S Broadway Sterling, KS 67579 Attn: Pete Opsal Tel: 620-278-3355 Fax: 620-278-2112 Email: solutions@jacam.com ESTERLINA VINEYARDS: Owner Hits BOW Over Bid to Sell Bulk Wine -------------------------------------------------------------- The majority owner of Esterlina Vineyards & Winery LLC has criticized Bank of the West for seeking a bankruptcy court's approval to sell the company's bulk wine. In a filing with the U.S. Bankruptcy Court for the Northern District of California, Craig Sterling criticized the bank's statement about the need for an immediate sale of the bulk wine. The wine is being properly cared for and it is being marketed and sold at fair value," Mr. Sterling said. "There is no reason to allow [Bank of the West] to attempt another sale of an Esterlina asset at below market, fire-sale prices." Last month, Bank of the West filed a motion to lift the automatic stay so that it can sell the company's bulk wine immediately. "If the sale of the wine is delayed beyond April, the need for this bulk wine in the market diminishes rapidly and the value will drop precipitously," said the bank, which asserts liens on all of Esterlina's bulk and bottled wine. According to Mr. Sterling, Esterlina is months away from a final sale of the winery and it is possible that a buyer will want some of the bulk wine. "Even if a winery buyer wants none of the bulk wine, given that Esterlina is currently marketing the bulk wines available to be sold and has been successful in selling wines to date, it is unclear why [Bank of the West] is claiming an emergency," Mr. Sterling said. According to Mr. Sterling, just two months after Esterlina won court approval to sell the bulk wine on Dec. 10 last year, the company was able to sell 5 lots of bulk wine to four wineries that generated over $136,000. Earlier this year, the court denied another bid by Bank of the West to lift the automatic stay with respect to a property, commonly known as the Cole Ranch, located along 4501 Boonville Road, Ukiah, California. The motion was denied on condition that the price for the Everett Ridge Winery property and vineyard be lowered for sale to $5.9 million, court filings show. About Esterlina Vineyards & Winery Esterlina Vineyards & Winery, LLC, owns and operates a winery. The winery grows its own grapes, processes grapes, bottles and sells wine. Esterlina Vineyards sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 15-10841) on Aug. 12, 2015, to stop a foreclosure sale slated the day before the filing. Eric Sterling, the president, signed the petition. The Debtor disclosed total assets of $12,759,291 and total liabilities of $8,288,420. The primary secured creditor is Bank of the West. The Law Offices of Provencher & Flatt LLP serves as the Debtor's counsel. The case is assigned to Judge Thomas E. Carlson. ESTERLINA VINEYARDS: Status Conference on BOW Claims Sought ----------------------------------------------------------- Bank of the West is seeking a status conference to discuss Esterlina Vineyards & Winery LLC's objection to the bank's claims totaling $7.4 million. Last month, Esterlina asked the U.S. Bankruptcy Court for the Northern District of California to have the bank's claims against the company disallowed. Esterlina alleged the bank fraudulently induced the company to enter into the contracts that created the claims by making intentional misrepresentations regarding the financing offered by the bank. "As a result, the debtor was damaged by obtaining financing from the bank under the terms in the contracts supporting the bank's claims," the company said in court filings. Bank of the West defended its claims by arguing that the company's objection is not supported with "any admissible evidence sufficient to overcome the presumption of the prima facie validity of the bank's proof of claim." About Esterlina Vineyards & Winery Esterlina Vineyards & Winery, LLC, owns and operates a winery. The winery grows its own grapes, processes grapes, bottles and sells wine. Esterlina Vineyards sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 15-10841) on Aug. 12, 2015, to stop a foreclosure sale slated the day before the filing. Eric Sterling, the president, signed the petition. The Debtor disclosed total assets of $12,759,291 and total liabilities of $8,288,420. The primary secured creditor is Bank of the West. The Law Offices of Provencher & Flatt LLP serves as the Debtor's counsel. The case is assigned to Judge Thomas E. Carlson. FEDERAL RESOURCES: Ch. 11 Trustee Taps Durham as Bankruptcy Counsel ------------------------------------------------------------------- Duane H. Gillman, Chapter 11 trustee for Federal Resources Corporation and Camp Bird Colorado, Inc., asks the U.S. Bankruptcy Court District of Utah for permission to employ Durham Jones & Pinegar as his general bankruptcy counsel, effective as of Feb. 3, 2016. DJP, as counsel, will, among other things: (1) represent the Trustee as attorneys for the estate; (2) assist the trustee in completing any or all duties of the trustee as defined in the Bankruptcy Code as may be applicable to the case; and (3) assist the trustee in maximizing the value of this estate. Penrod W. Keith, a shareholder in DJP, tells the Court that DJP has received no retainer related to services to be rendered in the case. DJP has received no compensation or payment from the Debtor of trustee in the case. DJP has not applied for reimbursement in the case. DJP will also be reimbursed for its out-of-pocket costs and expenses according to its ordinary and customary reimbursement policies. Mr. Keith assures the Court DJP does not have any connection with or hold or represent any interest adverse to the Debtor. The firm can be reached at: Duane H. Gillman, Esq. Penrod W. Keith, Esq. DURHAM JONES & PINEGAR, P.C. 111 East Broadway, Suite 900 P.O. Box 4050 Salt Lake City, UT 84110-4050 Tel: (801) 415-3000 Fax: (801) 415-3500 E-mails: dgillman@djplaw.com pkeith@djplaw.com About Federal Resources Federal Resources Corporation is a Nevada Corporation that was formed in 1960 as a result of a merger between Radorock Resources, Inc., and Federal Uranium Corporation. Federal currently has only two assets: (1) 100% of the stock of Camp Bird, a Colorado corporation and (2) 100% interest in a Madawaska Mines Limited, a Canadian corporation doing business in Ontario Canada. Camp Bird Colorado, Inc.'s principal assets consist of patented gold mining claims and related land located in Ouray, Colorado. Camp Bird also is the sole owner of Camp Bird Tunnel, Mining and Transportation Company ("CTMT"), which owns various water and tunnel rights used and associated with the Camp Bird properties. Madawaska Mines owns a 5l% interest in a joint venture, which holds the Madawaska Mine near Bancroft, Ontario. Scott A. Butters is the President and CEO. Bentley J. Blum is the controlling shareholder of FRC. Federal Resources Corporation, along with subsidiary Camp Bird Colorado, sought Chapter 11 bankruptcy protection (Bankr. D. Utah Case No. 14-33427 and 14-33428) in Salt Lake City on Dec. 29, 2014, with plans to sell subsidiary Camp Bird's gold mine in Ouray, Colorado to pay off creditors. The petitions were signed by Scott A. Butters, president and director. The Debtors are represented by David E. Leta, Esq., at Snell & Wilmer, in Salt Lake City. Federal and Camp Bird each estimated $10 million to $50 million in asset and debt. The Chapter 11 cases and any associated open adversary proceedings are assigned to Judge Kevin R. Anderson. * * * On March 27, 2015, the Debtors filed their joint plan of liquidation and accompanying disclosure statement. The Plan contemplates the establishment of a liquidating trust and the appointment of an independent liquidating agent to sell the Debtors' assets. In November 2015, the Debtors won approval for bid procedures for Sale of Camp Bird Colorado's mining equipment. Richard Ciardo, the stalking horse bidder, purchased the equipment for $87,000. On Nov. 6, 2015, the Court entered an order extending the exclusive time period within which the Debtors may solicit acceptances to their Plan pursuant to 11 U.S.C. Sec. 1121(d) up to and including Feb. 29, 2016. On Jan. 28, 2016, the bankruptcy judge entered an order granting Caldera's motion for the immediate appointment of a Chapter 11 trustee in the Debtors' Chapter 11 cases. FLOUR CITY BAGELS: Sec. 341 Meeting of Creditors Set for April 7 ---------------------------------------------------------------- A meeting of creditors of Flour City Bagels, LLC under 11 U.S.C. Sec. 341(a) is slated for on April 7, 2016, at 2:00 p.m. at Rochester UST 341. The deadline to file a complaint to determine dischargeability of certain debts is June 6, 2016. 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 Flour City Headquartered in Fairport, New York, Flour City Bagels, LLC operates 32 bakeries that serve "New York Style" bagels, coffee, drinks, soups, salads, sandwiches, fresh fruit, and a variety of other related items. In 1993, the Debtor opened its commissary in Rochester, at which it produces bagels for sale at all of its 32 bakeries. The Debtor employs 425 people. Flour City Bagels, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 16-20213) on March 2, 2016, estimating both assets and debts in the range of $10 million to $50 million. Kevin Coyne, the manager, signed the petition. Judge Paul R. Warren is assigned the case. Bond, Schoeneck & King, PLLC and Buckley King serve as the Debtor's counsel. FOREST PARK FORT WORTH: Vibrant Objects to Forshey Employment ------------------------------------------------------------- Vibrant Healthcare Fort Worth Holdings, LLC, Vibrant Healthcare Fort Worth, LLC, and FPMC Services, LLC filed an objection with the U.S. Bankruptcy Court for the Northern District of Texas, challenging the request of Forest Park Medical Center at Fort Worth, LLC, to hire Forshey & Prostok, LLP as its Chapter 11 attorneys. Vibrant Healthcare asserted that the Debtor lacked the authority to commence this chapter 11 case or file the Application pursuant to the pertinent corporate governance provisions in the Company and Management Agreements. Vibrant said the Debtor's Board of Managers did not properly authorize the commencement of this chapter 11 case or the filing of the Application, as required by section 7.13.1 of the Company Agreement. In a supplemental application filed by the Debtor, it disclosed that Ronald Winters, the CRO for the Debtor, approved and ratified the Debtor's retention of Forshey & Prostok as bankruptcy counsel. The Official Committee of Unsecured Creditors of Forest Park Medical Center at Fort Worth, LLC, however, sees no reason why the Forshey & Prostok Retention Application should not be approved. The Committee throws in its support of the Debtor's application, as supplemented. Vibrant Healthcare is represented by: Michael J. Collins, Esq. BREWER, ATTORNEYS & COUNSELORS 1717 Main Street, Suite 5900 Dallas, TX 75201 Tel: (214) 653-4000 Fax: (214) 653-1015 E-mail: mjc@brewerattorneys.com About Forest Park Medical Forest Park Medical Center at Fort Worth, LLC is a doctor-owned Texas limited liability company that owns and operates the Forest Park Medical Center, a state of the art medical facility, including private rooms, family suites and intensive care rooms located in West Fort Worth, Texas. The hospital employs 175 persons on a full-time or part-time basis. The hospital offers a broad range of surgical services. Forest Park Medical Center at Fort Worth filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 16-40198) in Ft. Worth, Texas, on Jan. 10, 2016. Judge Russell F. Nelms presides over the case. The Debtor estimated assets of $10 million to $50 million and debt of $50 million to $100 million. J. Robert Forshey, Esq., and Jeff P. Prostok, Esq., at Forshey & Prostok, LLP, serve as the Debtor's Chapter 11 counsel. Ronald Winters at Alvarez & Marsal Healthcare Industry Group, LLC serves as the Debtor's CRO. The Debtor tapped SSG Advisors, LLC and Chiron Financial Group, Inc. as co-investment bankers. Vibrant Healthcare Fort Worth, LLC and FPMC Services, LLC run the Debtor's hospital in Forth Worth. Vibrant is the manager of the hospital operations of Debtor, and FPMC Services employs the employees at Debtor's hospital and those dedicated to servicing the hospital's "back office" operations. They are represented by William A. Brewer III, Esq., Michael J. Collins, Esq., and Robert M. Millimet, Esq., at Brewer, Attorneys & Counselors. An Official Committee of Unsecured Creditors has been appointed in this case by the United States Trustee, and is represented by Cole Schotz PC and Arent Fox, LLP lawyers. FRONTIER STAR: Chapter 11 Trustee Taps Bryan Cave as Counsel ------------------------------------------------------------ P. Gregg Curry, Chapter 11 trustee for Frontier Star, LLC, et al., asks the U.S. Bankruptcy Court for the District of Arizona for permission to employ Bryan Cave LLP as its counsel. The hourly rates for professionals based in the United States are: Partners and Counsel $345 - $995 Associates $230 - $650 Paralegals $120 - $360 Bryce A. Suzuki, a partner in the law firm of Bryan Cave, tells the Court that as of Nov. 25, 2015, the firm has received no payment of professional fees and expenses from the trustee. Bryan Cave has not received any advance retainer from the trustee or any other source in the cases. Mr. Suzuki assures the Court that neither Bryan Cave nor any attorney associated with Bryan Cave hold an interest or represent an interest adverse to the Debtors' estates. The firm can be reached at: Robert J. Miller, Esq. Bryce A. Suzuki, Esq. Justin A. Sabin, Esq. BRYAN CAVE LLP Two North Central Avenue, Suite 2200 Phoenix, AZ 85004-4406 Tel: (602) 364-7000 Fax: (602) 364-7070 E-mail: rjmiller@bryancave.com bryce.suzuki@bryancave.com justin.sabin@bryancave.com About Frontier Star Guadalupe, Arizona-based Frontier Star LLC and Frontier Star CJ LLC are large Carl's Jr. and Hardee's franchisees operated by three grandchildren of Carl Karcher, who founded the Carl's Jr. hamburger chain, now owned by parent company CKE Restaurants, Inc. The grandchildren include the LeVecke siblings Carl, Margaret and Jason, who is listed as chief executive officer/manager of both companies. The LeVecke siblings had more than 130 Carl's Jr. and Hardee's franchises in seven states and Puerto Vallarta, Mexico, as of late 2013. Frontier Star, LLC and Frontier Star CJ, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Ariz. Lead Case No. 15-09383) on July 27, 2015. The petitions were signed by Jason LeVecke as CEO/manager. The Cavanagh Law Firm serves as counsel to the Debtors. On Nov. 19, 2015, P. Gregg Curry was appointed as the Debtors' Chapter 11 trustee. Frontier Star disclosed $71.9 million in assets and $27.3 million in debt in its schedules. FRONTIER STAR: Western Alliance Bank Objects to Proposed Sale ------------------------------------------------------------- Western Alliance Bank objects to the motion filed by P. Gregg Curry, the Chapter 11 Trustee of the bankruptcy estates of Frontier Star, LLC, and its affiliates, seeking authority from the U.S. Bankruptcy Court for the District of Arizona to sell substantially all of the assets and the motion to approve bidding procedures for the Sale. The Bank is a secured lender and DIP lender in the bankruptcy proceedings. W. Scott Jenkins, Jr., Esq., at Quarles & Brady LLP, in Avenue Phoenix, Arizona -- scott.jenkins@quarles.com -- tells the U.S. Bankruptcy Court for the District of Arizona that the Bank files this Objection to obtain clarity as to certain material definitions and terms in the Bidding Procedures Motion and to expressly reserve all of its rights, including the right to consent to the sale of any property subject to its liens and security interests. Mr. Jenkins says that the Bidding Procedures Motion must be more specific as to the term "APA purchase price." He contends that the Trustee has not explained how the Stalking Horse bid is valued so that there is an amount from which the Initial Overbid Amount must be added. The Stalking Horse bid currently includes a $40 million cash component, but also will include the assumption by Starcorp LLC of various claims that are administrative claims of the estate, claims for cure amounts relating to assumed executory contracts and unexpired leases, and certain equipment related secured claims. He adds that before beginning the mathematical process of evaluating an overbid, the Trustee must use an APA purchase price that includes both cash and the assumed liabilities from which the Initial Overbid Amount will be compared. The Bid Procedures do not adequately protect the interests of the Estates to the extent there are separate bids for Hardee's and Carl's Jr. stores, Mr. Jenkins asserts. He notes that the Bid Procedures, as submitted, permit a sale to separate Successful Bidders for Hardee's and Carl's Jr. stores without the requirement that those sales close simultaneously. By failing to include this requirement, he argues, the Trustee places the Bank and other creditors at risk of a sale, which does not encompass the entire going concern and leaves the Estates exposed to a scenario where one buyer closes and the other does not. Accordingly, the Bid Procedures must: (i) include a value for the APA purchase price that includes both cash and assumed liabilities from which to add the Initial Overbid Amount; and (ii) include provisions to require a simultaneous closing or other provisions to ensure that a closing occurs as to all Assets if the Successful Bid is comprised of multiple bids, Mr. Jenkins asserts. He says that to the extent that any sale will include separate purchasers, the right to any purchaser to close must be conditioned on them closing simultaneously and the risk associated with separate sales must weigh heavily in the determination of the highest and best bid. The Bank asserts that any sale under Section 363(f) of the Bankruptcy Code will require its consent and the Bank has not given its consent to any sale at this time. The Bank expressly reserves all rights to withhold its consent to any sale and to object to any proposed sale, the sale proceedings, the qualification of bidders, qualification of overbids, determination of highest and best bids, including the determination of the Successful Bidder, and any other matters relating to the Sale Motion. Western Alliance is represented by: W. Scott Jenkins, Jr., Esq. Alissa A. Brice, Esq. QUARLES & BRADY LLP Renaissance One Two North Central Avenue Phoenix, AZ 85004-2391 Email: scott.jenkins@quarles.com alissa.brice@quarles.com About Frontier Star Guadalupe, Arizona-based Frontier Star LLC and Frontier Star CJ LLC are large Carl's Jr. and Hardee's franchisees operated by three grandchildren of Carl Karcher, who founded the Carl's Jr. hamburger chain, now owned by parent company CKE Restaurants, Inc. The grandchildren include the LeVecke siblings Carl, Margaret and Jason, who is listed as chief executive officer/manager of both companies. The LeVecke siblings had more than 130 Carl's Jr. and Hardee's franchises in seven states and Puerto Vallarta, Mexico, as of late 2013. Frontier Star, LLC and Frontier Star CJ, LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Ariz. Lead Case No. 15-09383) on July 27, 2015. The petitions were signed by Jason LeVecke as CEO/manager. The Cavanagh Law Firm serves as counsel to the Debtors. On November 19, 2015, P. Gregg Curry was appointed as the Debtors' Chapter 11 trustee. Frontier Star disclosed $71.9 million in assets and $27.3 million in debt in its schedules. GENUTEC BUSINESS: Seeks Court Order to Close Case ------------------------------------------------- Genutec Business Solutions Inc. asked a bankruptcy court to issue a final decree closing its Chapter 11 case. In a motion it filed with the U.S. Bankruptcy Court for the Central District of California, the company said its Chapter 11 plan of reorganization has been "substantially consummated." The company also said in the filing that its bankruptcy case has been "fully administered." Genutec Business' restructuring plan was confirmed by the bankruptcy court on August 26, 2015. The plan was funded by the revenues of the company's operating subsidiary. About Genutec Business Solutions Genutec Business Solutions, Inc., is a holding company, and the parent of subsidiary Rapid Notify, Inc. Rapid has approximately 148 active contracts with government related entities to notify their subscribers in the event of emergencies. 58.5% of its' stock is owned by TICC Capital Corp., an investment company that holds a second lien on any assets, and 39.2% of the stock is owned by Seaview Mezzanine Fund, LP which holds a first lien on any assets. Genutec filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 14-13115) in Santa Ana, Georgia, on May 16, 2014. David Montoya signed the petition as director. Judge Erithe A. Smith presides over the case. The Debtor disclosed assets of $12,851,544 and liabilities of $11,529,199. Michael R Totaro, Esq., at Totaro & Shanahan, in Pacific Palisades, California, acts as bankruptcy counsel. The U.S. Trustee for Region 16 appointed three creditors to serve on the official committee of unsecured creditors. GEO GROUP: S&P Affirms 'BB-' CCR, Outlook Stable ------------------------------------------------ Standard & Poor's Ratings Services said that it affirmed its 'BB-' corporate credit rating on Boca Raton, Fl.-based The GEO Group Inc., a private corrections, detention and community reentry facility owner and operator. The outlook is stable. S&P also affirmed its 'BB+' issue-level rating on the company's senior secured debt with a recovery rating of '1', reflecting S&P's expectation for very high (90%-100%) recovery in the event of a payment default. At the same time, S&P affirmed its 'BB-' issue level rating on the senior unsecured debt with a recovery rating of '4', reflecting its expectation for average (30% to 50%, at the low end of the range) recovery in the event of a payment default. Reported debt outstanding as of Dec. 31, 2015, was about $2.1 billion including $247 million in non-recourse debt. The rating affirmation reflects S&P's view that the company will continue to generate consistent free cash flow to fund shareholder dividends and contract-supported capital projects. At the same time, S&P do not believe U.S. federal, state, and local governments' use of private prison operators will rise above the current level of about 10% of the total U.S. prison population over the next few years. S&P estimates adjusted debt to EBITDA in the high-4x area and funds from operations (FFO) to debt in the mid-teens in 2016 and 2017, which is in line with S&P's expectations for the 'BB-' corporate credit rating. S&P's business risk assessment on GEO reflects S&P's view that the company benefits from high barriers to entry in the private corrections industry, including significant capital spending to build and maintain detention facilities, specialized knowledge and competence to win contracts and manage the facilities, and a good market position in a highly regulated industry. "We believe GEO will be able to maintain its current market share because of its ability to deliver higher operating efficiency compared with public facilities and we believe there are budget constraints at the government/agency levels that restrict them from building new facilities," said Standard & Poor's analyst Katherine Heng. Nevertheless, S&P continues to believe the private corrections market will represent only about 10% of the total corrections market, as there is little political or public support to grow the share of private prisons. Over the medium to long term, potential correctional policy changes could reduce the U.S. government's demand for private correctional services, especially if the policy changes are aimed at reducing budget deficits at the various levels of government. S&P notes that potential initiatives that propose inmates convicted of nonviolent offenses be given a chance at early release or allow corrections officials to award credits toward early release based on inmates' good behavior could also lead to a reduction in overall population in the U.S. S&P believes these factors could restrict organic sales growth for the next few years. In addition, the company will remain dependent on a concentrated base of customers from various levels of the U.S. and state governments. The company's top three customers are departments of the federal government (Bureau of Prisons, Immigration and Customs Enforcement, and U.S. Marshal Services) that account for approximately 45% of GEO's total revenue. International business now represents approximately 14% of the total revenue. S&P's stable outlook reflects its expectation that the company can generate moderate top line and profit growth and generate consistent free cash flow to modestly improve its credit ratios. However, it is unlikely that federal and state governments will increase their use of private facilities to manage inmate populations in the near- to medium-term. Therefore, the probability of speculative building remains low, leading to low organic growth. S&P also believes debt reduction will remain limited, given the company's high expected shareholder distributions resulting from its REIT status. GLOBAL ARENA: May 20 Set as Customer Claims Bar Date ---------------------------------------------------- The Hon. Robert W. Sweet of the United States District Court for the Southern District of New York, on Feb. 16, 2016, entered an order and protective decree: -- placing Global Arena Capital Corporation in liquidation under the Securities Investor Protection Act, -- appointing the Securities Investor Protection Corporation as trustee pursuant to Section 78eee(b)(3) of SIPA, and -- removing the case to the United States Bankruptcy Court for the Southern District of New York under 78eee(b)(4) of SIPA. Customers of the Debtor who wish to receive the maximum protection afforded to them under SIPA are required to file their claims with the Trustee within 60 days after the date of the notice; i.e. on or before May 20, 2016, and no claim will be allowed unless received by the Trustee on before Sept. 21, 2016. If a customer files a valid claim for securities by May 20, 2016, the Trustee must deliver securities to the customer unless the securities are not available and cannot be purchased in a fair and orderly market. If a customer files a valid claim for securities after May 20, 2016, but before Sept. 21, 2016, the Trustee has the option of delivering securities or cash in the amount of the filing date value of the securities. Funds of SIPC may be utilized to pay the valid customer claim relating to securities and cash up to a maximum amount of $500,000 for each customer, including up to $250,000 for claims for cash. Claims must be filed at: Securities Investor Protection Corporation as Trustee for the liquidation of Global Arena Capital Corporation 1667 K St., N.W., Suite 1000 Washington, DC 20006. All other creditors of the Debtor must file formal proofs of claim with the Trustee at the address above or before Sept. 21, 2016. All claims will be deemed filed only when received by the Trustee. As reported by the Troubled Company Reporter on Feb. 19, 2016, Claim forms will be sent to customers and creditors of the firm as soon as mailing lists can be compiled and claim forms printed. SIPC received information from the Financial Industry Regulatory Authority (FINRA) that prompted the application. Information on filing claims and related deadlines will be posted on http://www.sipc.org/ About SIPC The Securities Investor Protection Corporation --http://www.sipc.org -- is the U.S. investor's first line of defense in the event of the failure of a brokerage firm owing customers cash and securities that are missing from customer accounts. About Global Arena New York, N.Y.-based Global Arena Holding, Inc., formerly Global Arena Holding Subsidiary Corp., was formed in February 2009, in the state of Delaware. The Company was a financial services firm that services the financial community through its subsidiaries: (a) Global Arena Investment Management LLC provided investment advisory services to its clients. GAIM was registered with the Securities and Exchange Commission as an investment advisor and clears all of its business through Fidelity Advisors, its correspondent broker; (b) Global Arena Commodities Corp. provided commodities brokerage services; (c) Global Arena Trading Advisors, LLC provided futures advisory services. GATA was registered with the National Futures Association (NFA) as a commodities trading advisor; and (d) Lillybell Entertainment, LLC provided finance services to the entertainment industry. Global Arena ceased doing business in 2015, but some customers of the firm have not received the assets in their accounts. The Securities Investor Protection Corporation (SIPC) on Jan. 28, 2016, filed an application seeking an order placing Global Arena Capital Corp., in liquidation under the Securities Investor Protection Act (SIPA). On Feb. 18, 2016, the United States District Court for the Southern District of New York, Judge Robert Sweet presiding, entered an order placing Global Arena in liquidation and appointing SIPC as trustee. The SIPA case was then removed to the United States Bankruptcy Court for the Southern District of New York, Case No. 16-01030-mew, before Judge Michael E. Wiles. Global Arena is represented in the SIPA proceedings by: Martin P. Russo, Esq. Martin H. Kaplan, Esq. Gusrae Kaplan Nusbaum PLLC 120 Wall Street New York, NY 10005 Tel: (212) 269-1400 Fax: (212) 809-5449 E-mail: mrusso@gusraekaplan.com mkaplan@gusraekaplan.com GLOBAL ARENA: Meeting of Creditors Set for April 22 --------------------------------------------------- The first meeting of creditors of Global Arena Holding Inc. will be held at the law offices of Hahn & Hessen LLP, 488 Madison Avenue, 14th Floor, New York, New York, on April 22, 2016, at 2:00 p.m., at which time and place customers, and creditors may attend, examine the Debtor, and transact other business as may properly come before the meeting. About Global Arena New York, N.Y.-based Global Arena Holding, Inc., formerly Global Arena Holding Subsidiary Corp., was formed in February 2009, in the state of Delaware. The Company was a financial services firm that services the financial community through its subsidiaries: (a) Global Arena Investment Management LLC provided investment advisory services to its clients. GAIM was registered with the Securities and Exchange Commission as an investment advisor and clears all of its business through Fidelity Advisors, its correspondent broker; (b) Global Arena Commodities Corp. provided commodities brokerage services; (c) Global Arena Trading Advisors, LLC provided futures advisory services. GATA was registered with the National Futures Association (NFA) as a commodities trading advisor; and (d) Lillybell Entertainment, LLC provided finance services to the entertainment industry. Global Arena ceased doing business in 2015, but some customers of the firm have not received the assets in their accounts. The Securities Investor Protection Corporation (SIPC) on Jan. 28, 2016, filed an application seeking an order placing Global Arena Capital Corp., in liquidation under the Securities Investor Protection Act (SIPA). On Feb. 18, 2016, the United States District Court for the Southern District of New York, Judge Robert Sweet presiding, entered an order placing Global Arena in liquidation and appointing SIPC as trustee. The SIPA case was then removed to the United States Bankruptcy Court for the Southern District of New York, Case No. 16-01030-mew, before Judge Michael E. Wiles. Global Arena is represented in the SIPA proceedings by Martin P. Russo, Esq., and Martin H. Kaplan, Esq., at Gusrae Kaplan Nusbaum PLLC. GRIZZLY LAND: Sec. 341 Meeting of Creditors Slated for April 7 -------------------------------------------------------------- A meeting of creditors of Grizzly Land LLC under 11 U.S.C. Sec. 341(a) is slated for April 7, 2016, at 9:30 a.m. at 341 Byron Rogers Room C. 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 Grizzly Land Grizzly Land LLC sought Chapter 11 protection (Bankr. D. Col. Case No. 16-11757) in Denver on March 1, 2016. Judge Thomas B. McNamara is assigned to the case. The petition was signed by Kirk A. Shiner, DVM, manager. The Debtor estimated $10 million to $50 million in assets and debt. Lee M. Kutner, Esq., at Kutner Brinen Garber, P.C., serves as counsel to the Debtor. HEARTLAND FARMS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Heartland Farms, Inc. P.O. Box 265 Wauchula, FL 33873 Case No.: 16-02381 Chapter 11 Petition Date: March 21, 2016 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Pierce J Guard, Jr., Esq. THE GUARD LAW GROUP, PLLC 2511 Orleans Avenue Lakeland, FL 33803 Tel: 863-619-7331 Fax: 863-619-7992 E-mail: jguardjr@aol.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Ronald Moye, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb16-02381.pdf HORSEHEAD HOLDING: Meeting of Creditors on March 25 --------------------------------------------------- A meeting of creditors of Horsehead Holding Corp., et al., under 11 U.S.C. Sec. 341(a) will be held on March 25, 2016, at 10:00 a.m. at J. Caleb Boggs Federal Building, 844 King St., Room 2112, 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 Horsehead Holding Corp. Horsehead Holding Corp. is the parent company of Horsehead Corporation, a U.S. producer of specialty zinc and zinc-based products and a leading recycler of electric arc furnace dust; The International Metals Reclamation Company, LLC ("INMETCO"), a leading recycler of metals-bearing wastes and a leading processor of nickel-cadmium (NiCd) batteries in North America; and Zochem Inc., a zinc oxide producer located in Brampton, Ontario. Horsehead, headquartered in Pittsburgh, Pa., has seven facilities throughout the U.S. and Canada. The Debtors currently employ approximately 730 full-time individuals. Horsehead Holding Corp., Horsehead Corporation, Horsehead Metal Products, LLC, The International Metals Reclamation Company, LLC, and Zochem Inc. filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10287 to 16-10291) on Feb. 2, 2016. The petition was signed by Robert D. Scherich as vice president and chief financial officer. Judge Christopher S. Sontchi is assigned to the case. The Debtors have engaged Kirkland & Ellis LLP as general counsel, Pachulski Stang Ziehl & Jones LLP as local counsel, RAS Management Advisors, LLC as financial advisor, Lazard Middle Market LLC as investment banker, Epiq Bankruptcy Solutions, LLC as claims and noticing agent and Aird & Berlis LLP as Canadian counsel. The Debtors disclosed total assets of $1 billion and total liabilities of $544.6 million. As of the Petition Date, the Debtors' consolidated long-term debt obligations totaled approximately $420.7 million. ICONIX BRAND: Receives NASDAQ Deficiency Notice on Late Filing -------------------------------------------------------------- Iconix Brand Group, Inc. on March 18 announced that as a result of the previously disclosed delayed filing of its Form 10-K for the year ended December 31, 2015 (the "2015 Form 10-K"), it has received a customary deficiency notice from the NASDAQ Listing Qualifications Staff. The delayed filing is related to the Company's anticipated financial restatement, which was previously disclosed on February 18, 2016. The Company expects to conclude its restatement and anticipates filing its 2015 Form 10-K by March 30, 2016, which would allow the Company to regain full compliance with NASDAQ. The NASDAQ letter states that the Company is not currently in compliance with NASDAQ Marketplace Rule 5250(c)(1). The letter requests that the Company submit a plan to regain compliance with respect to the NASDAQ's continued listing standards no later than May 16, 2016. If the Company fails to provide a timely plan or the NASDAQ staff determines the Company's plan is insufficient to regain compliance, the Company may be subject to delisting from the NASDAQ Stock Market. However, the Company anticipates that it will file the 2015 Form 10-K by March 30, 2016, and believes that submission of a plan will not be necessary. Headquartered in New York, Iconix Brand Group, Inc. -- https://www.iconixbrand.com -- is a brand management company and owner of a diversified portfolio of 35 global consumer brands across women's, men's, entertainment and home. The Company's brand portfolio includes Candie's, Bongo, Badgley Mischka, Joe Boxer, Rampage, Mudd, London Fog, Mossimo, Ocean Pacific (OP), Danskin, Rocawear, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter, Waverly, Zoo York, Sharper Image, Umbro, Lee Cooper, Ecko Unltd., Marc Ecko and Strawberry Shortcake. The Company also has interest in Artful Dodger, Material Girl, Peanuts, Ed Hardy, Truth or Dare, Billionaire Boys Club, Ice Cream, Modern Amusement, Buffalo, Nick Graham, Pony and Hydraulic brands. The Company licenses its brands with respect to a range of products, including apparel, footwear, fashion accessories, sportswear, home products and decor, and beauty and fragrance, and in the case of its Sharper Image brand, consumer electronics and novelty products. INTERNATIONAL AUTOMOTIVE: S&P Affirms 'B' CCR, Outlook Negative --------------------------------------------------------------- Standard & Poor's Ratings Services said that it has revised its outlook on International Automotive Components Group S.A. to negative from stable. At the same time, S&P affirmed all of its ratings on the company, including S&P's 'B' corporate credit rating. S&P's '4' recovery ratings on the company's debt remain unchanged, indicating its expectation for average (30%-50%; upper half of the range) recovery of principal in the event of a default. "The negative outlook reflects our view that the operational challenges that IAC is facing, principally in its European operations, will cause its profitability and credit ratios to become weaker than we had previously expected," said Standard & Poor's credit analyst Nishit Madlani. "We now expect that the company's debt-to-EBITDA metric will increase toward 4.5x by year-end 2016." Despite IAC's strong sales momentum and significantly positive FOCF in the fourth quarter of 2015, the company's FOCF-to-debt ratio remained at 2.4% for the year. S&P expects that the company's FOCF-to-debt ratio will remain well below 5% in 2016. S&P could downgrade IAC if the company's profitability remains weaker than S&P's prior expectations, increasing its leverage above 5x for a sustained period and leaving it with negative FOCF prospects for 2017. The negative outlook on IAC reflects that there is an increased likelihood that S&P could downgrade the company by at least one notch within the next 12 months if the weak profitability and operational problems in its European business persist. S&P could lower its ratings on IAC over the next 12 months if the company's FOCF-to-debt ratio were to remain below 5%, or if S&P believes that its debt-to-EBITDA would exceed 5x on a sustained basis rather than stay flat or decline. This could occur if IAC is unable to control the costs associated with its launches and plant inefficiencies. S&P could revise our outlook on IAC to stable if it appears likely that the company will generate a FOCF-to-debt ratio approaching 5% on a sustained basis. The company could demonstrate this by steadily expanding its EBITDA margins toward 5%. In addition, S&P would expect IAC to continue to improve its ability to recover increases in raw material costs from its customers. JAMES F. HUMPHREYS: Can Employ Bowles Rice as Local Counsel ----------------------------------------------------------- James F. Humphreys & Associates, L.C., filed an application to employ Bowles Rice LLP as local counsel. Tammy Litton, as Administrator of the Estate of Conard Litton, and putative intervenor Harvey Brightwell (Objectors)filed a combined motion to intervene and objection to the Application. The Objectors assert that Bowles Rice labors under an insurmountable conflict of interest that precludes the Application from being granted. It notes that Bowles Rice represents certain asbestos litigation defendants. The Objectors' overriding concern appears to be that Bowles Rice may access confidential client information in the Firm's possession. In a Memorandum Opinion and Order dated March 3, 2016, which is available at http://is.gd/Di9PfVfrom Leagle.com, Judge Frank W. Volk of the United States Bankruptcy Court for the Southern District of West Virginia, Charleston, granted the Application with the provision that the Firm, and Mr. Humphreys personally, plan appropriately and take the steps necessary to discharge the obligations imposed upon them by Rule 1.9(c) and Rule 1.6(a) and (c), cognizant of any applicable safe harbors found in subdivision (b). The development of that plan and its necessary steps should be undertaken with the assistance of both Tucker Arensberg and Bowles Rice. The case is IN RE: JAMES F. HUMPHREYS & ASSOCIATES, L.C., Chapter 11, Debtor, Case No. 2:16-bk-20006 (Bankr. S.D.W.Va.). JAMES F. HUMPHREYS & ASSOCIATES, L.C, Debtor, is represented by Julia A Chincheck, Daniel J Cohn, Bowles Rice LLP, Danielle L Dietrich, Tucker Arensberg PC, Judith K. Fitzgerald, Tucker Arensberg, P.C., Beverly Weiss Manne, Tucker Arensberg, P.C., Jeremiah J. Vandermark, Tucker Arensberg, P.C., Beverly Weiss Manne, Tucker Arensberg PC. United States Trustee, U.S. Trustee, is represented by Debra A Wertman. About James F. Humphreys & Asscociates, L.C. James F. Humphreys & Associates, L.C., filed for Chapter 11 bankruptcy protection (Bankr. S.D. W. Va. Case No. 16-20006) on Jan. 13, 2016, estimating its assets and liabilities at between $1 million and $10 million each. The petition was signed by James F. Humphreys, president. The Firm said in a statement that it sought bankruptcy protection to "resolve all pending and potential claims against the firm in one forum and in a timely and equitable manner." Judge Frank W. Volk presides over the case. Julia A. Chincheck, Esq., who has an office in Charleston, West Virginia, and Danielle L Dietrich, Esq., Judith K. Fitzgerald, and Beverly Weiss Manne, Esq., at Tucker Arensberg P.C., serve as the Firm's bankruptcy counsel. Bowles Rice LLP is the Firm's local counsel. Mr. Humphreys said in the statement that the filing should not affect the day-to-day operations of the firm and cases it currently is handling. Chris Dickerson, writing for West Virginia Record, relates that Mr. Humphreys has been sued by former clients for allegedly mishandling hundreds of asbestos and flood damages cases. Mr. Humphreys and the Firm were listed in a class action in October 2015 by people who claim that the Firm mishandled a mass tort asbestos exposure case against Celotex. West Virgina Record adds that in the new Celotex complaint, McCormick claims Mr. Humphreys and the Firm negligently failed to follow procedure for properly submitting the plaintiffs' claims against Celotex. James F. Humphreys & Associates, L.C., is headquartered in Charleston, West Virginia. JETBLUE AIRWAYS: Fitch Hikes Ratings to 'BB-' --------------------------------------------- Fitch Ratings has upgraded JetBlue Airways Corp.'s (JBLU) ratings to 'BB-' from 'B+'. The Rating Outlook is Stable. Fitch has also upgraded JBLU's unsecured rating to 'BB-/RR4' from 'B+/RR4' and affirmed JetBlue's senior secured credit facility at 'BB+/RR1'. KEY RATING DRIVERS The upgrade is supported by JetBlue's improving credit metrics, consistent profitability, unit revenue outperformance compared to its peers in 2015, and its solid financial flexibility. Debt reduction in 2015 outpaced Fitch's prior expectations, as JBLU utilized a portion of its savings from lower jet fuel costs to improve its balance sheet. The ratings upgrade is also supported by JBLU's continuing commitment towards paying down debt, the near-term cash flow benefits that Fitch expects as the results of significantly lower fuel prices, and improving health of the North American airline sector as a whole. Primary ratings concerns include the cyclicality and high degree of operating leverage that is typical for the airline industry. JetBlue will continue to pursue a growth strategy that is more aggressive than its peer group, though that risk is offset by the company's successful track record. Longer term concerns also include the strengthened competitive position coming from the major network carriers as their financial performance has improved, and by the rapid growth of ultra-low cost competitors STRONG RECENT OPERATING PERFORMANCE JBLU's EBIT margins expanded by more than 10 percentage points in 2015, outpacing the margin improvement generated by its competitors. The great majority of the margin improvement was a direct result of lower jet fuel prices. Fitch expects operating margins to expand by another 1% - 4% percentage points in 2016, primarily driven by the sharp recent drop in fuel prices and by expectations for relatively flat non-fuel unit costs. Positive factors may be partially offset by the possibility for some softness in unit revenues. Fitch's current forecast for 2016 incorporates a jet fuel price of $1.40/gallon, representing a roughly 30% decrease from JetBlue's average price paid in 2015 of $1.93. Over the longer term, Fitch does expect fuel prices to rise off of recent lows, potentially bringing margins down from the record levels seen over the past year. Should fuel prices remain within the forecasted range, JBLU could spend nearly $300 million less on jet fuel than it did in 2015 and nearly $860 million less than it did in 2014, though the recent volatility in crude prices makes potential savings difficult to estimate. The cash saved on fuel will give JBLU significant ability to finance its stated goals of paying down debt and continuing to purchase aircraft with cash. Fitch expects non-fuel unit costs to be fairly stable for the coming year. JetBlue is scheduled to take delivery of 10 A321-200s in 2016 and is scheduled to begin densifying its existing A321 fleet, adding 10 seats to each aircraft. A320 densification will start in 2017, adding 12 seats to each of those aircraft. The larger gauge of the A321 and the additional seat density on JBLU's existing planes should help to control unit costs. JBLU is also focusing on its maintenance programs and reliability in an effort to keep unit costs under control. Those efforts allowed the company to keep unit costs under control in 2015 as CASM ex fuel and profit sharing increased by 0.5%. Benefits of lower costs in 2016 may be partially offset by some softness in unit revenues. Sharply lower fuel prices are expected to continue to exert some negative pressure on yields across the industry in the near-term. Meanwhile, ultra-low cost carriers like Spirit and Frontier continue to grow at a rapid clip, increasing competition, and causing mainline carriers to compete more vigorously with the introduction of low fare products of their own. Revenue pressures at JBLU will be partially offset by the growth of its 'fare options' product. Fare options were introduced in the second quarter of 2015 and include charges for things like checked bags and the option for same day reservation changes. JetBlue expects fare options to reach a run-rate of $200 million in incremental revenue in 2016. Fitch views that goal as achievable given the early success of the program. IMPROVING BALANCE SHEET HEALTH Fitch calculates JetBlue's total adjusted debt/EBITDAR at 2.5x, down from 4.5x at year end 2014. Fitch expects JBLU's leverage to continue declining at least through 2016 driven both by higher expected EBITDAR (lower fuel prices, revenue enhancing initiatives) and through significant incremental debt reduction. JBLU's leverage is now in line with or below several peers that Fitch rates in the 'BB' category. Leverage improvement in 2015 was largely driven by lower fuel costs. Additionally, the company used its strong cash flow to decrease debt by $328 for the year, including $132 million in prepayments. The debt prepayment caused 4 aircraft to become unencumbered. JetBlue's unencumbered asset base as of year-end 2015 stands at 61 aircraft and 33 spare engines. This number is expected to increase to 76 as JBLU makes its final payment on EETC debt issued in 2004. Fitch considers high quality unencumbered aircraft to be a good additional source of financial flexibility. SOLID FINANCIAL FLEXIBILTY Fitch expects JBLU to produce FCF approaching or potentially exceeding $600 million in 2016, marking a sharp contrast with prior years when FCF was minimal or slightly negative. 2016 will likely mark the first year that JBLU will pay a meaningful amount of cash taxes, having largely exhausted its existing NOLs in 2015. Cash taxes may represent headwind to FCF in the $300+ million range. Fitch expects the impact of cash taxes to be offset by savings on jet fuel. JBLU produced $657 million of FCF for full year 2015, which is up from -$21 million in 2014 and better than Fitch's original expectation of roughly $400 of FCF. JetBlue has now produced positive free cash flow in six out of the last seven years Fitch expects the company to continue generating significantly positive FCF for the foreseeable future. Financial flexibility is also supported by JBLU's growing base of unencumbered assets. Fitch considers JBLU's unencumbered Airbus A320s to be high quality assets which should support capital market access in the case of a liquidity crunch. Fitch expects JBLU to further expand its base of unencumbered assets over the coming years as it opportunistically pays for some aircraft with cash and pays down existing aircraft secured debt. LIQUIDITY Liquidity is supportive of the ratings. As of Dec. 31, 2015 JetBlue had a cash and equivalents balance of $318 million, short term investment securities of $558 million and an undrawn revolver balance of $400 million. Total liquidity including the undrawn revolver is equivalent to 20% of LTM revenue, which Fitch considers to be more than adquate to address near-term needs. Upcoming debt maturities are manageable, including the maturity of two classes of floating rate notes due in 2016 . Fitch expects JBLU to generate sufficient operating cash in the near term to cover its capital expenditures and debt maturities without the need for further borrowing. KEY ASSUMPTIONS -- mid-to-high single digit capacity growth throughout the forecast period; -- Continued stable/slow growth in demand for U.S. domestic travel; -- low to mid-single digit RASM decline in 2016 followed by roughly flat RASM thereafter; -- Jet Fuel prices equating to roughly $40/barrel on average for 2016, increasing to ~$70/barrel by the end of the forecast period RATING SENSITIVITIES Future developments that may, individually or collectively, lead to a positive rating action include: -- Continued positive FCF generation with FCF margin sustained in the mid-single digits; -- Further execution on JBLU's debt reduction plans and debt/EBITDAR maintained near or below current levels; -- FFO fixed charge coverage remaining above 3.5x. Future developments that may, individually or collectively, lead to a negative rating action include: -- Sustained negative free cash flow; -- A change in management strategy to direct cash to dividends/share repurchases at the expense of a healthy balance sheet; -- Adjusted leverage increasing to above 4x; -- FFO fixed charge coverage dropping to below 2.5x. FULL LIST OF RATING ACTIONS JetBlue Airways, Corp. -- Long-term IDR upgraded to 'BB-' from 'B+'; -- Senior secured credit facility affirmed at 'BB+/RR1' -- Senior unsecured debt upgraded to 'BB-/RR4' from 'B+/RR4'. JUMIO INC: Files for Ch. 11 to Sell to Facebook Co-Founder for $23M ------------------------------------------------------------------- Jumio Inc. filed a petition under Chapter 11 of the Bankruptcy Code citing certain legacy issues combined with related government investigations and proceedings which hampered its ability to secure necessary funding for its operations. As disclosed in the bankruptcy filing, Jumio is subject to recent ongoing government investigations related to its restated 2013 and 2014 financials and certain sales of securities. The restatement was made following the identification of errors related to revenue recognition policies adopted by the Company. In March 2015, the Board of Directors engaged special counsel to investigate, among other things, issues related to secondary sales of Jumio's common stock by certain (now former) executives, including Daniel Mattes (who resigned from Jumio's Board in April 2015). Jumio said it became subject to additional costs and risks, including unanticipated costs for accounting and legal fees, as well as costs and expenses that could arise in connection with any investor litigation relating to the restatement. Following evaluation of all available options, Jumio determined that pursuing an orderly sale of its assets in a controlled, court-supervised environment would be the best available option for it and its stakeholders. Jumio decided to purse the Sale to "avoid deterioration of its business and obtain maximum value for its assets for the benefit of all of its stakeholders." On March 20, 2016, Jumio and Jumio Acquisition, LLC, as stalking horse bidder, entered into an asset purchase agreement pursuant to which Jumio Acquisition has agreed to purchase substantially all of the Debtor's assets, subject to higher or otherwise better bids, for an aggregate purchase price of $22.6 million. The Debtor has proposed April 26, 2016, as bid deadline. The Stalking Horse Bidder intends to retain all of Jumio's current employees. The Sale is contingent upon a contemporaneous sale by Jumio Software Development GmbH of its assets, which will allow a solvent dissolution of JSD. JSD is a wholly-owned subsidiary of Jumio that holds some important assets. Jumio Acquisition is an entity formed by Facebook co-founder Eduardo Saverin, holder $15,765,819 secured debt on account of prepetition senior secured convertible promissory notes. According to Court documents, Mr. Saverin has invested at least $23 million in the preferred and common equity of the Debtor, representing approximately 16% of the fully diluted voting equity. The Debtor has obtained authority to utilize cash collateral from the Prepetition Secured Noteholders and to borrow $3.7 million from Mr. Saverin. Unsecured creditors are owed $440,000, consisting primarily of accounts payable to trade vendors. First Day Motions To minimize the adverse effects of the commencement of this Chapter 11 Case on the Debtor's ability to effectuate a timely and efficient restructuring process, the Debtor has filed "first day" motions seeking authority to, among other things, pay employee obligations, prohibit utility providers from discontinuing services, incur postpetition debt, use cash collateral, and maintain existing insurance policies. About Jumio Headquartered in Palo Alto, California, Jumio is a leading online and mobile identity management and credentials authentication company. Its customers include, among others, Airbnb, United Airlines, WorldRemit, EasyJet, and Duolingo. Jumio has operations in the United States, Europe and India. Jumio employs 43 individuals. Jumio offers three primary products -- Fastfill, BAM Checkout and Netverify. Fastfill enables Jumio's customers to dramatically improve their new account sign-up and shopping cart completion rates with fast user onboarding and near-instant population of personal data - once Fastfill is installed on a mobile application, users can scan their own IDs to extract and automatically populate personal data fields on the customet's sign-up or checkout pages a process that takes seconds rather than minutes. BAM Checkout enables Jumio's customers to give their users an easy and friction-free way to make purchases on mobile applications. Similar to Fastfill, during checkout users tap a scan button integrated into the customer's electronic checkout form and hold up a credit card or ID to their mobile camera. The Netverify technology helps Jumio's customers to meet KYC (know your customer) and ID verification requirements and reduce fraud by authenticating and extracting data from IDs. Jumio Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-10682) on March 21, 2016. The petition was signed by Stephen Stuut as chief financial officer. The Debtor estimated assets in the range of $1 million to $10 million and debts of up to $50 million. Judge Brendan Linehan Shannon has been assigned the case. The Debtor has engaged Landis Rath & Cobb LLP as bankruptcy counsel, Wilmer Cutler Pickering Hale and Dorr LLP as special corporate counsel, Ernst & Young LLP as financial advisor, Sagent Advisors, LLC as investment banker, Cooley LLP as special SEC counsel and Rust Consulting/Omni Bankruptcy as claims and noticing agent. JUMIO INC: Has $3.7M Delayed-Draw Term Loan From Saverin -------------------------------------------------------- Jumio Inc. is seeking the Bankruptcy Court's permission to obtain up to $3.7 million delayed-draw term loan facility from Eduardo Saverin or his designee, which the Debtor requires to operate through the contemplated May 2, 2016, conclusion of its proposed sale process. Mr. Saverin is a prepetition secured noteholder who is also the stalking horse purchaser of the Debtor's assets. The Debtor said it has an urgent need to obtain access to the Postpetition Facility to, among other things, continue the operation of its business in an orderly manner, maintain business relationships and assure the continuity of operations with, and ability to make payment to, vendors, suppliers and customers, pay approximately 100 employees in the United States, the UK, and Austria, and satisfy other working capital and operational needs. According to the Debtor, its cash balance as of the Petition Date is approximately $2.1 million. Based on expected receipts and disbursements in the ordinary course of business, the Debtor predicts that its cash balance will, absent new financing, drop to near or below zero within the next several weeks. "To continue operating in the ordinary course while formulating and seeking approval of the terms of a sale of substantially all of the Debtor's assets pursuant to Bankruptcy Code section 363 during this period, the Debtor needs to access liquidity," said Adam G. Landis, Esq., at Landis Rath & Cobb LLP, counsel for the Debtor. The Postpetition Facility bears an interest rate of 4% per annum and 7.5% per annum during an event of default. A $20,000 fee is payable to the postpetition agent, plus the out-of-pocket costs and expenses. Absent a default, the maturity date will be the earlier of the asset sale closing and May 2, 2016. The Credit Facility provides, among other milestones, entry of a Sale Order by April 29, 2016, on terms acceptable to the Postpetition Lender and Prepetition Secured Noteholders. The Postpetition Facility contemplates providing the Postpetition lender with liens that prime those of the Prepetition Secured Parties pursuant to Bankruptcy Code Section 364(d). As part of the motion, the Debtor also seeks to utilize cash collateral of the prepetition secured parties, with their consent. The Debtor's prepetition secured indebtedness is comprised of Senior Secured Convertible Promissory Notes in the aggregate original principal amount of $15,493,727, all of which remain outstanding. Christopher Joseph Clower, in his capacity as security agent for the Prepetition Secured Noteholders, has a lien on substantially all of the Debtor's assets, including its "cash collateral." As adequate protection for the priming of the Prepetition Secured Obligations by the Postpetition Obligations, the Prepetition Secured Noteholders will receive, to the extent of any diminution in value of their interest in the collateral securing the Prepetition Secured Obligations, among other things, superpriority administrative claims, junior in priority only to the superpriority administrative claims granted in connection with the Postpetition Facility and the Carve-Out. About Jumio Headquartered in Palo Alto, California, Jumio is a leading online and mobile identity management and credentials authentication company. Its customers include, among others, Airbnb, United Airlines, WorldRemit, EasyJet, and Duolingo. Jumio has operations in the United States, Europe and India. Jumio employs 43 individuals. Jumio offers three primary products -- Fastfill, BAM Checkout and Netverify. Fastfill enables Jumio's customers to dramatically improve their new account sign-up and shopping cart completion rates with fast user onboarding and near-instant population of personal data - once Fastfill is installed on a mobile application, users can scan their own IDs to extract and automatically populate personal data fields on the customet's sign-up or checkout pages a process that takes seconds rather than minutes. BAM Checkout enables Jumio's customers to give their users an easy and friction-free way to make purchases on mobile applications. Similar to Fastfill, during checkout users tap a scan button integrated into the customer's electronic checkout form and hold up a credit card or ID to their mobile camera. The Netverify technology helps Jumio's customers to meet KYC (know your customer) and ID verification requirements and reduce fraud by authenticating and extracting data from IDs. Jumio Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-10682) on March 21, 2016. The petition was signed by Stephen Stuut as chief financial officer. The Debtor estimated assets in the range of $1 million to $10 million and debts of up to $50 million. Judge Brendan Linehan Shannon has been assigned the case. The Debtor has engaged Landis Rath & Cobb LLP as bankruptcy counsel, Wilmer Cutler Pickering Hale and Dorr LLP as special corporate counsel, Ernst & Young LLP as financial advisor, Sagent Advisors, LLC as investment banker, Cooley LLP as special SEC counsel and Rust Consulting/Omni Bankruptcy as claims and noticing agent. JUMIO INC: Hires Rust/Omni as Claims and Noticing Agent ------------------------------------------------------- Jumio Inc. filed with the Bankruptcy Court an application to appoint Rust Consulting/Omni Bankruptcy as its claims and noticing agent. Rust/Omni performed certain professional services for the Debtor prior to the Petition Date. Due to the number of creditors and other parties-in-interest involved in this case, the Debtor maintains it is impracticable for it to undertake the task of sending notices without assistance. The Debtor proposes to retain Rust/Omni at the following rates: Discounted Rates Custom Services (20+%) --------------- ----------------- Clerical Support $21-$38 per hour Project Specialists $48-$63 per hour Project Supervisors $63-$80 per hour Consultants $80-$105 per hour Technology/Programming $85-$110 per hour Senior Consultants $119-$148 per hour The Debtor request that the fees and expenses that would be incurred by Rust/Omni under the proposed engagement would be administrative in nature and, therefore, should not be subject to standard fee application procedures of professionals. Prior to the Petition Date, Rust/Omni received a retainer of $10,000 from the Debtor. Rust/Omni seeks to first apply the retainer to all prepetition invoices and to retain any unapplied portion as a retainer throughout the pendency of the case. To the best of the Debtor's knowledge, Rust/Omni is a "disinterested person" within the meaning of the Bankruptcy Code. About Jumio Headquartered in Palo Alto, California, Jumio is a leading online and mobile identity management and credentials authentication company. Its customers include, among others, Airbnb, United Airlines, WorldRemit, EasyJet, and Duolingo. Jumio has operations in the United States, Europe and India. Jumio employs 43 individuals. Jumio offers three primary products -- Fastfill, BAM Checkout and Netverify. Fastfill enables Jumio's customers to dramatically improve their new account sign-up and shopping cart completion rates with fast user onboarding and near-instant population of personal data - once Fastfill is installed on a mobile application, users can scan their own IDs to extract and automatically populate personal data fields on the customet's sign-up or checkout pages a process that takes seconds rather than minutes. BAM Checkout enables Jumio's customers to give their users an easy and friction-free way to make purchases on mobile applications. Similar to Fastfill, during checkout users tap a scan button integrated into the customer's electronic checkout form and hold up a credit card or ID to their mobile camera. The Netverify technology helps Jumio's customers to meet KYC (know your customer) and ID verification requirements and reduce fraud by authenticating and extracting data from IDs. Jumio Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-10682) on March 21, 2016. The petition was signed by Stephen Stuut as chief financial officer. The Debtor estimated assets in the range of $1 million to $10 million and debts of up to $50 million. Judge Brendan Linehan Shannon has been assigned the case. The Debtor has engaged Landis Rath & Cobb LLP as bankruptcy counsel, Wilmer Cutler Pickering Hale and Dorr LLP as special corporate counsel, Ernst & Young LLP as financial advisor, Sagent Advisors, LLC as investment banker, Cooley LLP as special SEC counsel and Rust Consulting/Omni Bankruptcy as claims and noticing agent. JUMIO INC: Hires Wilmer Cutler as Special Corporate Counsel ----------------------------------------------------------- Jumio Inc. seeks authority from the U.S. Bankruptcy Court for the District of Delaware to employ Wilmer Cutler Pickering Hale and Dorr LLP as its special corporate counsel nunc pro tunc to the Petition Date. The Debtor disclosed that Wilmer Cutler has represented it in various general corporate and transactional matters, including tax, investigatory, and intellectual property matters over the course of approximately four years prior to the Petition Date. Wilmer Cutler currently represents the Debtor in respect of general corporate matters, financing and asset sale transactions, and certain tax and intellectual property matters. The Debtor said it will continue to need Wilmer Cutler's services in connection with these non-bankruptcy matters. According to the Debtor, Wilmer Cutler's role as special corporate counsel will involve corporate advice related to the Debtor's restructuring, postpetition financing and asset sale transactions contemplated in connection with Debtor's Chapter 11 bankruptcy, and other general corporate matters. The Debtor clarified Wilmer Cutler's role will not include other aspects of its Chapter 11 case and will not overlap with the services of the other counsel engaged in this case. To the best of the Debtor's knowledge, Wilmer Cutler does not represent or hold any interest adverse to it or to its estate with respect to the Special Counsel Matters. Wilmer Cutler has noted that it represents and may represent or have other relationships with one or more creditors of the Debtor or other parties-in-interest in the Debtor's Chapter 11 case, but that those representations or other relationships do not involve the Debtor in respect of the Special Counsel Matters. As previously disclosed, the Debtor is subject to ongoing investigations by governmental authorities related to the restatement of its 2013 and 2014 fínancial statements and certain sales of securities to purchasers that may have relied on the restated financials. The Debtor has retained separate counsel, Cooley, with respect of those investigations. Wilmer Cutler does not believe its prior representation of the Debtor at the time when it restated those financials, or in connection with the issuance and sale of those securities, results in its holding interest adverse to the Debtor related to the Special Counsel Matters. Wilmer Cutler's current (2016) hourly rates are expected to be within the following ranges: Position Hourly Rates -------- -------------- Partners $800 to $1,605 Counsel $810 to $970 Associates $470 to $840 Paraprofessionals $130 to $555 George W. Shuster will be the partner with primary responsibility for overseeing all work for the Debtor on the Special Counsel Matters. His rate is $1,005 per hour. His partner Glenn Luinenburg's rate is $835 per hour. In addition to the hourly rates, the firm will seek reimbursement for certain other expenses and charges including, among other things, travel expenses, "working meals", computerized legal research, and transcription costs. Mr. Shuster disclosed in an affidavit in support of the Application that over the 12 months immediately preceding March 20, 2015, Wilmer Cutler was paid approximately $1,091,167 for legal fees primarily incurred for corporate matters involving the Debtor and its subsidiaries. Within 90 days prior to the Petition Date Wilmer Cutler received: (a) a payment of $7,222 on or about Jan. 20, 2016, for services rendered and costs incurred in the months of October 2015 and November 2015; (b) a payment of $258,038 on or about March 15, 2016, for services rendered and costs incurred from November 2015 up to Feb. 22, 2016; (c) a payment of $16,961 on or about March 18, 2016, for services rendered and costs incurred from November 2015 up to Jan. 31, 2016; (d) an initial retainer payment of $25,000 on or about Feb. 23, 2016; (e) a supplemental retainer payment of $225,000 on or about Feb. 29, 2016; and (f) a supplemental retainer payment of $50,000 on or about March 18, 2016. According to Mr. Shuster, in addition to payments from the Debtor, on Sept. 25, 2015, Wilmer Cutler received, on behalf of the Debtor, $350,000 from Eduardo Saverin, a shareholder and lender of the Debtor and a member, at that time, of the Debtor's board of directors. The $350,000 was held by Wilmer Cutler in its client trust account on behalf of the Debtor, as that amount was not intended to be, and was not, applied to any of its fees or disbursements. Mr. Shuster said the $350,000 was accounted for by the Debtor as the Debtor's funds, and those funds were returned by Wilmer Cutler to the Debtor on March 16, 2016. About Jumio Headquartered in Palo Alto, California, Jumio is a leading online and mobile identity management and credentials authentication company. Its customers include, among others, Airbnb, United Airlines, WorldRemit, EasyJet, and Duolingo. Jumio has operations in the United States, Europe and India. Jumio employs 43 individuals. Jumio offers three primary products -- Fastfill, BAM Checkout and Netverify. Fastfill enables Jumio's customers to dramatically improve their new account sign-up and shopping cart completion rates with fast user onboarding and near-instant population of personal data - once Fastfill is installed on a mobile application, users can scan their own IDs to extract and automatically populate personal data fields on the customet's sign-up or checkout pages a process that takes seconds rather than minutes. BAM Checkout enables Jumio's customers to give their users an easy and friction-free way to make purchases on mobile applications. Similar to Fastfill, during checkout users tap a scan button integrated into the customer's electronic checkout form and hold up a credit card or ID to their mobile camera. The Netverify technology helps Jumio's customers to meet KYC (know your customer) and ID verification requirements and reduce fraud by authenticating and extracting data from IDs. Jumio Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-10682) on March 21, 2016. The petition was signed by Stephen Stuut as chief financial officer. The Debtor estimated assets in the range of $1 million to $10 million and debts of up to $50 million. Judge Brendan Linehan Shannon has been assigned the case. The Debtor has engaged Landis Rath & Cobb LLP as bankruptcy counsel, Wilmer Cutler Pickering Hale and Dorr LLP as special corporate counsel, Ernst & Young LLP as financial advisor, Sagent Advisors, LLC as investment banker, Cooley LLP as special SEC counsel and Rust Consulting/Omni Bankruptcy as claims and noticing agent. JUMIO INC: Taps Landis Rath as Bankruptcy Counsel ------------------------------------------------- Jumio Inc. filed an application with the Bankruptcy Court seeking permission to employ Landis Rath & Cobb as its bankruptcy counsel nunc pro tunc to the Petition Date, to among other tasks: (a) advise and assist the Debtor with respect to its rights, powers and duties as a debtor-in-possession, and take all necessary action to protect and preserve the Debtor's estate, including prosecuting actions on the Debtor's behalf, defending any actions commenced against the Debtor, negotiating all disputes involving the Debtor, and preparing objections to claims filed against the Debtor's estate; (b) prepare and file necessary pleadings, motions, applications, draft orders, notices, schedules and other documents, and review all financial and other reports to be filed in this Chapter 11 case, and advise the Debtor concerning, and prepare responses to, applications, motions, other pleadings, notices and other papers that may be filed and served in this case; (c) handle inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of this Chapter 11 case, and, to the extent required, prepare and serve any necessary responses; (d) appear in Court and any appellate courts to represent and protect the interests of the Debtor and its estate; (e) attend meetings including any meeting of creditors and negotiate with representatives of creditors and other parties-in-interest; (f) advise and assist the Debtor in maximizing value in this case, including, without limitation, in connection with the formulation, negotiation and promulgation of debtor-in- possession financing, use of cash collateral, a sale of assets, other transaction and/or a disclosure statement and Chapter 11 plan and all documents related thereto, and take all further actions as may be required in connection with any sale, disclosure statement or plan during this case; and (g) perform all other necessary legal services for the Debtor in connection with the prosecution of this Chapter 11 case, including, but not limited to: (i) analyzing the Debtor's leases and contracts and the assumptions, rejections, or assignments thereof, (ii) analyzing the validity of liens against the Debtor, (iii) advising the Debtor on litigation matters, and (iv) developing a reorganízation strategy. Subject to the Court's approval, Landis Rath will charge for its legal services on an hourly basis in accordance with its standard hourly rates in effect on the date services are rendered. The current hourly rates of Landis Rath range from $515 -$775 per hour for partners; $295-$400 per hour for associates; $225-$245 per hour for paralegals; and $145 per hour for legal assistants. In addition to the professional fees, the Debtor has agreed to reimburse Landis Rath for its expenses a part of the firm's policy. The reimburseable expenses include, among other things, telecopier, toll and other charges, mail and express mail charges, special or hand delivery charges, photocopying charges, travel expenses and computerized legal research. Within 90 days of the Petition Date, Landis Rath received retainer payments of $225,000 from the Debtor in advance payment for and to secure the payment of actual and estimated professional fees and disbursements to be incurred prior to the Petition Date. Kerri K. Mumford, Esq., a partner at Landis Rath & Cobb LLP represents that Landis Rath is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Jumio Headquartered in Palo Alto, California, Jumio is a leading online and mobile identity management and credentials authentication company. Its customers include, among others, Airbnb, United Airlines, WorldRemit, EasyJet, and Duolingo. Jumio has operations in the United States, Europe and India. Jumio employs 43 individuals. Jumio offers three primary products -- Fastfill, BAM Checkout and Netverify. Fastfill enables Jumio's customers to dramatically improve their new account sign-up and shopping cart completion rates with fast user onboarding and near-instant population of personal data - once Fastfill is installed on a mobile application, users can scan their own IDs to extract and automatically populate personal data fields on the customet's sign-up or checkout pages a process that takes seconds rather than minutes. BAM Checkout enables Jumio's customers to give their users an easy and friction-free way to make purchases on mobile applications. Similar to Fastfill, during checkout users tap a scan button integrated into the customer's electronic checkout form and hold up a credit card or ID to their mobile camera. The Netverify technology helps Jumio's customers to meet KYC (know your customer) and ID verification requirements and reduce fraud by authenticating and extracting data from IDs. Jumio Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 16-10682) on March 21, 2016. The petition was signed by Stephen Stuut as chief financial officer. The Debtor estimated assets in the range of $1 million to $10 million and debts of up to $50 million. Judge Brendan Linehan Shannon has been assigned the case. The Debtor has engaged Landis Rath & Cobb LLP as bankruptcy counsel, Wilmer Cutler Pickering Hale and Dorr LLP as special corporate counsel, Ernst & Young LLP as financial advisor, Sagent Advisors, LLC as investment banker, Cooley LLP as special SEC counsel and Rust Consulting/Omni Bankruptcy as claims and noticing agent. KINGOLD JEWELRY: Regains NASDAQ Listing Rule Compliance ------------------------------------------------------- Kingold Jewelry, Inc., one of China's leading manufacturers and designers of high quality 24-karat gold jewelry, ornaments and investment-oriented products, on March 18 disclosed that it has received a letter from the NASDAQ Stock Market ("NASDAQ"), indicating that Kingold has regained compliance with the $1.00 per share minimum closing bid price requirement for continued listing on the Nasdaq Stock Market, pursuant to the NASDAQ marketplace rules. NASDAQ indicated within its letter that since the Company has regained compliance with Listing Rule 5550(a)(2), this matter is now closed. About Kingold Jewelry, Inc. Kingold Jewelry, Inc. (NASDAQ: KGJI), centrally located in Wuhan City, one of China's largest cities, was founded in 2002 and today is one of China's leading designers and manufacturers of 24-karat gold jewelry, ornaments, and investment-oriented products. The Company sells both directly to retailers as well as through major distributors across China. KINROSS GOLD: Moody's Confirms 'Ba1' Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service confirmed Kinross Gold Corporation's Corporate Family (CFR) rating at Ba1, its senior unsecured rating at Ba1 and Probability of Default Rating at Ba1-PD. Kinross' Speculative Grade Liquidity Rating (SGL) was affirmed at SGL-1. The rating outlook is stable. This concludes the review for possible downgrade initiated on January 21, 2016. "The confirmation of Kinross's rating is based on an expectation of conservative financial policies, including leverage maintained below 2.5x, which provides some offset to its cash flow concentration from its Russian operations," said Jamie Koutsoukis, Moody's Vice President, Senior Analyst. This rating action resolves a rating placed under review pursuant to Moody's review of the global mining sector, parts of which have undergone a fundamental downward shift. While gold has not experienced the same magnitude of recent price reductions seen in base metals, it is nevertheless a volatile commodity, the price of which is very hard to predict as it is not driven by normal industrial supply and demand factors. Moody's expects this price risk to be tempered with a focus on cost efficiency, prudent project development and low financial risk, in terms of leverage, coverage and robust liquidity. Outlook Actions: Issuer: Kinross Gold Corporation -- Outlook, Changed To Stable From Rating Under Review Confirmations: Issuer: Kinross Gold Corporation -- Probability of Default Rating, Confirmed at Ba1-PD -- Corporate Family Rating, Confirmed at Ba1 -- Senior Unsecured Regular Bond/Debenture, Confirmed at Ba1(LGD4) Affirmations: Issuer: Kinross Gold Corporation -- Speculative Grade Liquidity Rating, Affirmed SGL-1 RATINGS RATIONALE Kinross' Ba1 CFR is primarily driven by Moody's expectation of continuing low leverage (about 2x adjusted debt/EBITDA) coupled with a concentration of cash flow from one mining complex in Russia (Ba1/ RUR), although this concentration has been reduced recently. “Moody's estimates that about 40% of the company's EBIT less sustaining capital expenditures will be generated from Russia in 2016. Although Kinross acquired two operating gold mines in Nevada in early 2016 and the contribution from the US properties decreases its cash flow reliance from Russia, we view the Russian mine contribution still as significant.” Kinross' mines outside of Russia collectively have mid-range to higher costs, while the costs of its Russian operations are among the industry's lowest, which in a lower gold price environment result in an increased proportion of cash flows from the Russian mine. However, inclusion of the new US properties in the company's producing portfolio will contribute to an improved cost position of its other assets after 2016 when the stripping campaign currently in process at Bald Mountain is completed. As a consequence, the more material benefits from the Nevada mine acquisition are anticipated to be realized after 2016. Concentration risks are countered by Kinross' low financial leverage (2.3x adjusted debt/EBITDA as at December 31, 2015), large scale (2.6 million of gold equivalent ounces from nine mines in 2015) and very good liquidity, which provides flexibility to absorb a period of lower gold prices or event risks associated with its exposure to Russia. “We expect Kinross' ongoing efficiency efforts , together with benefits from the lower oil price and depreciating currencies against the US dollar will enable the company to generate modestly positive free cash flow and maintain financial leverage below 2.5x over the next couple of years at a gold price sensitivity of $1,100/oz.” Kinross has very good liquidity (SGL-1), which is supported by the company's approximately $700 million of cash and $1.5 billion of unused availability on its revolving credit facility (matures Aug 2020) following its January 2016 acquisition of Bald Mountain and the remaining 50% interest in Round Mountain for $610 million in cash and the $288 million bought deal financing. Moody's expects that the company will generate modest positive free cash flow through 2017, incorporating a gold price sensitivity of $1,100/oz. Kinross' debt maturity schedule through 2018 is minimal and consists of $250 million due in 2016. Moody's expects Kinross will remain comfortably in compliance with its max 3.5x leverage (net debt/ EBITDA) bank facility covenant. The stable outlook reflects that Kinross will continue to maintain its robust liquidity profile and protective all-in production cost profile (all in sustaining cost of $975/oz in 2015) which ensure consistent free cash flow generation in a volatile gold price environment with leverage remaining at current levels. At the same time the rating assumes Kinross continues to successfully operate in Russia. Kinross' rating could be upgraded if Moody's expects the company would reduce its concentration of cash flow (EBIT- sustaining capex) from Russia below 30%, the rating of the Government of Russia was stabilized at Ba1 or better, and Kinross was likely to sustain its adjusted Debt/ EBITDA below 3x. Kinross' rating could be downgraded if Moody's expects the company's adjusted Debt/ EBITDA to be sustained above 3.5x. It could also move downward if Russia's sovereign rating was to be downgraded below Ba2 or the country implemented capital controls. Headquartered in Toronto, Canada, Kinross operates ten mines in Russia, the US, Brazil, Ghana, Mauritania and Chile. Revenues for the twelve months ended December 2015 were $3.1 billion and the company had production of 2.6 million gold equivalent ounces. LANDESK GROUP: AppSense Acquisition No Impact on Moody's B2 CFR --------------------------------------------------------------- Moody's Investors Service said LANDesk Group, Inc.'s (B2, stable outlook) definitive agreement to acquire AppSense, a leading provider of secure user environment solutions, has no effect on its ratings, including the B2 Corporate Family Rating or the stable outlook. LANDMARK HOSPITALITY: Case Summary & 16 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Landmark Hospitality, LLC 10906 N Sand Canyon PL Tucson, AZ 85737 Case No.: 16-02826 Chapter 11 Petition Date: March 21, 2016 Court: United States Bankruptcy Court District of Arizona (Tucson) Judge: Hon. Brenda Moody Whinery Debtor's Counsel: Eric Slocum Sparks, Esq. ERIC SLOCUM SPARKS PC 110 S Church Ave #2270 Tucson, AZ 85701 Tel: 520-623-8330 Fax: 520-623-9157 E-mail: law@ericslocumsparkspc.com Total Assets: $2.78 million Total Liabilities: $3.75 million The petition was signed by Jyotindra Patel, member. A list of the Debtor's 16 largest unsecured creditors is available for free at http://bankrupt.com/misc/azb16-02826.pdf LIBERTY ASSET: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Liberty Asset Management Corporation 2648 E. Workman Avenue #3001-263 West Covina, CA 91791 Case No.: 16-13575 Type of Business: Renting, buying, selling, and appraising real estate. Chapter 11 Petition Date: March 21, 2016 Court: United States Bankruptcy Court Central District of California (Los Angeles) Debtor's Counsel: David B Golubchik, Esq. LEVENE NEALE BENDER YOO & BRILL LLP 10250 Constellation Blvd Ste 1700 Los Angeles, CA 90067 Tel: 310-229-1234 E-mail: dbg@lnbyb.com Estimated Assets: $100 million to $500 million Estimated Debts: $50 million to $100 million The petition was signed by Benjamin Kirk, CEO. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ JD Brothers LLC $21,960,000 530 Showers Drive, Suite 7-315 Mountain View, CA 94040 Faith Hope $12,000,000 International Ltd. 126 Atherton Ave. Atherton, CA 94027 Remy Associates, Inc. $7,683,939 126 Atherton Ave. Atherton, CA 94027 Smart Gear $6,000,000 Development Ltd. 126 Atherton Avenue Atherton, CA 94027 Lee Walgreens 2013 LLC $3,000,000 2880 Lakeside Drive, Suite 112 Santa Clara, CA 95054 Heusing Holdings, LLC $2,650,000 8 Aristotle Irvine, CA 92603 HCL 2011 LLC $1,750,000 2880 Lakeside Drive, Suite 112 Santa Clara, CA 95054 PA One LLC $1,650,000 One Ferry Building, Suite 200 San Francisco, CA 94111 PA One LLC $1,650,000 One Ferry Building, Suite 200 San Francisco, CA 94111 Good Special International Ltd $1,375,000 126 Atherton Avenue Atherton, CA 94027 HCL 2011 LLC $950,000 2880 Lakeside Drive, Suite 112 Santa Clara, CA 95054 Richbest Holding LLC $900,000 803 Pilgram Loop Lafayette, CA 94549 Minyu Jessica Chang $757,500 803 Pilgram Loop Fremont, CA 94539 Jean Hung $750,000 156 Bay View Drive San Carlos, CA 94070 HT 2011 REO $690,000 Management LLC 1181 Spring Hill Way, San Jose San Jose, CA 95120 Chin-I Tu $552,982 126 Atherton Avenue Atherton, CA 94027 Union square 117 Project LLC $451,742 One Montgomery Street Suite 3000 San Francisco, CA 94104 Heusing Holdings, LLC $450,800 8 Aristotle Irvine, CA 92603 Great Vista Real Estate $450,000 126 Atherton Ave. Atherton, CA 94027 Brooker Parker LLC $308,686 20651 Golden Springs Street #334 Diamond Bar, CA 91789 LOUISIANA PELLETS: Meeting of Creditors on April 6 -------------------------------------------------- A meeting of creditors of Louisiana Pellets, Inc and German Pellets Louisiana, LLC under 11 U.S.C. Sec. 341(a) on April 6, 2016 at 1:00 p.m. at the 2nd Floor, Bankruptcy Courtroom, 300 Jackson St., Alexandria, LA. 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 Louisiana Pellets Louisiana Pellets, Inc and German Pellets Louisiana, LLC are members of the "German Pellets" family of companies, which is a family of related companies centered in Wismar, Germany, operating in the wood pellets industry. LPI owns a wood pellet production facility located on 334 acres of land in Urania, Louisiana. The Facility is still under construction and is not yet fully complete or operational. GPLA is the general contractor for construction of the Facility. A contract is in place with E.ON UK PLC (a United Kingdom utility company) to purchase the wood pellet production from the Facility. LPI and PLA sought Chapter 11 protection (Bankr. W.D. La., Lead Case No. 16-80162) on Feb. 18, 2016, due to cost overruns and delays in the course of construction of their still-to-be-completed wood pellet production facility. The petitions were signed by Anna-Kathrin Leibold, president and chief executive officer. The Hon. John W. Kolwe presides over the case. Louisiana Pellets, Inc., estimated assets and debts at $100 million to $500 million. German Pellets estimated assets and debts at $50 million to $100 million. The Debtors tapped Locke Lord LLP, as counsel. * * * According to the docket, the Debtor's Chapter 11 plan and Disclosure Statement are due June 17, 2016. A status conference hearing is scheduled for July 6, 2016, at 9:30 a.m. MDC PARTNERS: Moody's Rates New $800MM 8-Yr. Unsecured Note 'B3' ---------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to MDC Partners Inc.'s (MDC) proposed $800 million 8 year senior unsecured note. The corporate family rating (CFR) is unchanged a B2 and the outlook is stable. The proceeds from the proposed $800 million note are expected to be used to refinance the existing $735 million senior note due 2020, pay the call premium and expenses as well as provide approximately $22 million for general corporate purposes. The B3 rating on the existing $735 million note will withdrawn upon repayment. The proposed transaction is expected to increase leverage to 6.8x from 6.5x (including deferred acquisition consideration and minority interest puts as debt, but excluding lease adjustments) as of Q4 2015 due to the $65 million increase in debt. However, deferred acquisition consideration payments due in 2016 and EBITDA growth are expected to lead to a reduction in leverage to the mid 5x range by the end of 2016 absent any new acquisitions. Rating Summary: Issuer: MDC Partners Inc. $800 million Senior Unsecured Note due 2024 assigned a B3 (LGD4) Corporate Family Rating unchanged at B2 Probability of Default Rating unchanged at B2-PD Speculative Grade Liquidity Rating unchanged at SGL-3 Outlook, is unchanged at stable RATINGS RATIONALE "The B2 CFR reflects MDC's high pro-forma leverage level of 6.8x as of Q4 2015 (including deferred acquisition consideration and minority interest puts as debt, but excluding lease adjustments), although leverage is projected to decline in 2016 from a combination of deferred acquisition payments and EBITDA growth. Historically, the company has pursued an aggressive financial policy including acquisitions funded with cash and deferred acquisition payments that has negatively impacted its liquidity and led to frequent debt issuance. We expect a moderation in financial policy going forward due to a change in management in 2015. There is also an ongoing SEC investigation of the company that increases uncertainty, although we believe the company has taken steps to address the issues raised by the investigation. The rating also reflects the relatively small size of the company compared to its key competitors and its sensitivity to consumer ad spending." The ratings receive strength from strong organic revenue and EBITDA growth, a focus on digital advertising, and a more diversified revenue stream which has reduced dependence on any one client or industry. The company also benefits from good performance at some of its partner agencies that have won several industry awards and produced high profile ad campaigns. While acquisitions have limited its liquidity position over the years and raised debt levels, the additional businesses have also expanded the business model and allowed the company to offer an increased range of services that create opportunities to cross sell services to its existing clients. The liquidity position is adequate as indicated by its SGL-3 rating. Pro-forma for the transaction, MDC is expected to have $60 million in cash as of Q4 2015 (down from $113 million at the end of 2014) and a $325 million revolving credit facility (not rated by Moody's) due September 2019 with approximately $320 million available. The maturity of the revolver is expected to be extended in the near term. Capex is projected to be approximately $25 million in 2016. Dividends are expected to be $42 million which is unchanged from 2015. Reoccurring acquisition consideration payments and minority equity put rights which effectively act as short term debt, impact its liquidity position. The total deferred acquisition consideration is $347 million at YE 2015 (up from $205 million in 2014) with the current portion of $130 million and a long term portion of $217 million. Growth from partner agencies or new acquisitions will offset part of the deferred acquisition consideration paid during the year, although MDC would benefit from the additional EBITDA from the acquired company. The put rights balance to the company is $18 million. An additional amount of $49 million (down from $175 million in 2014) is potentially putable to the company upon termination or death of specific employees (which is not included in Moody's leverage calculation). The company has benefited from working capital improvements aided by its acquisition of media companies (the working capital deficit is $404 million as of 2015), but its liquidity position would be negatively impacted if operating performance declined. The revolving credit facility is subject to a senior leverage ratio, total leverage ratio, fixed charge ratio, and minimum EBITDA test of $105 million (as defined by the credit agreement). The company currently has a substantial cushion of compliance against all four covenants. "The outlook is stable reflecting our expectation for leverage to decrease to the mid 5x range as deferred acquisition consideration payments are made in 2016 and from revenue growth in the mid single digits. We also project the company to benefit from cost savings following the change in management in 2015." Positive rating pressure could develop if leverage declines to less than 4.25x (as calculated by Moody's) on a sustained basis. Free cash flow as a percentage of debt improves to approximately 10%, and the company maintains a good liquidity position with a less aggressive financial policy. The rating would be downgraded if leverage is expected to remain above 6.25x (as calculated by Moody's). Failure to maintain an adequate liquidity profile after acquisition consideration payments, minority interest puts, interest expense and dividend payments would also lead to negative rating pressure. MDC Partners Inc. (MDC) is a marketing, advertising, activation, communications and strategic consulting solutions company. MDC's partner agencies include Anomaly, Crispin Porter + Bogusky, Doner, kirshenbaum bond senecal + partners, and 72andSunny as well as numerous other partner agencies. Revenue for the FY 2015 was $1.3 billion. METROPOLITAN AUTOMOTIVE: Court Sets May 27 General Claims Bar Date ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California, Riverside Division, has set a deadline of May 27, 2016, for creditors of Metropolitan Automotive Warehouse, Inc. and Star Auto Parts, Inc. to file proofs of claim. The proofs of claim must be filed with the Court Clerk at 3420 Twelfth Street, Riverside, CA. For claims of governmental units, the last day to file a proof of claim is July 5, 2016. For claims arising from the avoidance of a transfer under Chapter 5 of the Bankruptcy Code (11 U.S.C. Sec. 544 and following), the last day to file a proof of claim is the later of (a) the Bar Date or (b) 30 days after the entry of judgment avoiding the transfer. If a claim is listed on the Debtors' official bankruptcy schedules of assets and liabilities and is not listed as disputed, contingent, unliquidated or unknown, the claim is deemed filed in the amount set forth in the Schedules. Claims arising from unpaid goods received by the Debtors in the ordinary course of business within 20 days prepetition are subject to an administrative expense priority pursuant to 11 U.S.C> Sec. 507(a)(2) and 503(b)(9). Any creditor who wishes to assert such a claim must file a proof of claim by the Bar Date. About Metropolitan Automotive Metropolitan Automotive Warehouse, 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. Metropolitan 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 Metropolitan, 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. Metropolitan and Star Auto employ approximately 1,000 persons. Metropolitan Automotive Warehouse, Inc. and Star Auto Parts sought Chapter 11 protection (Bankr. C.D. Cal.) on Jan. 6, 2016. The cases are jointly administered under Case No. 16-10096. Judge Wayne E. Johnson is assigned to the cases. The petitions were 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. Richard Pachulski serves as the Debtors' CRO. Winthrop Couchot Professional Corporation serves as the Debtor's counsel. SierraConstellation Partners is the Debtors' financial advisor. Imperial Capital, LLC, is the investment banker. A 7-member panel has been appointed as the official committee of unsecured creditors in the Debtor's case. The Creditors Committee retained Sidley Austin LLP as its counsel; and Alvarez & Marsal North America, LLC, as financial advisor. MILLER AUTO PARTS: Gets Court Approval to Settle Cummins Claims --------------------------------------------------------------- Miller Auto Parts & Supply Company Inc. received court approval for a deal that would resolve the claims of Cummins Filtration Inc. against the company. Under the deal, Cummins will get a $348,399 general unsecured claim, down from the $519,720 it originally wanted. In return, the company will no longer seek payment for its administrative expense claim in the amount of $214,025. Cummins will also pay $86,800 to Miller, which agreed to drop the case it filed against the company in connection with the claims. The settlement was approved by Judge Mary Grace Diehl of the U.S. Bankruptcy Court for the Northern District of Georgia. Judge Diehl had previously approved another settlement proposed by Miller, which called for the withdrawal of Global Parts Distributors LLC's administrative claims totaling $397,500, and the dismissal of the case filed by the company against the claimant. About Miller Auto Parts Miller Auto Parts & Supply Company, Inc., and its affiliates are distributors of automotive parts and service equipment. The companies operate from the Johnson Industries Inc.'s headquarters in Atlanta, Georgia and have distribution operations in the southeast, northeast and on-line. The Southeastern distribution center is located in Norcross, Georgia and supports nine satellite centers across the state and supplies parts to key fleet customers across the country. Miller Auto Parts and its three subsidiaries sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga.) on Sept. 15, 2014. The Debtors have sought joint administration under Lead Case No. 14-68113. The cases are assigned to Judge Mary Grace Diehl. The Debtors have tapped Scroggins & Williamson as counsel and Logan & Co. as claims and noticing agent. The U.S. Trustee for Region 21 appointed three creditors of Miller Auto Parts & Supply Company Inc. to serve on the official committee of unsecured creditors. The Committee selected Kane Russell Coleman & Logan as its counsel. MILLER AUTO PARTS: March 24 Hearing on GM Claims Settlement ----------------------------------------------------------- A U.S. bankruptcy court is set to hear a motion to approve a settlement of claims filed by General Motors LLC against Miller Auto Parts & Supply Company Inc. and its three affiliates. The U.S. Bankruptcy Court for the Northern District of Georgia will take up the motion at a hearing on March 24. The settlement requires Miller to pay $400,000 to General Motors from the proceeds of sale of the company's assets. In return, General Motors' $3.46 million secured claim against Miller and each of its affiliates will be "deemed avoided in full," according to the settlement entered into by General Motors and the official committee of unsecured creditors on behalf of the companies. About Miller Auto Parts Miller Auto Parts & Supply Company, Inc., and its affiliates are distributors of automotive parts and service equipment. The companies operate from the Johnson Industries Inc.'s headquarters in Atlanta, Georgia and have distribution operations in the southeast, northeast and on-line. The Southeastern distribution center is located in Norcross, Georgia and supports nine satellite centers across the state and supplies parts to key fleet customers across the country. Miller Auto Parts and its three subsidiaries sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga.) on Sept. 15, 2014. The Debtors have sought joint administration under Lead Case No. 14-68113. The cases are assigned to Judge Mary Grace Diehl. The Debtors have tapped Scroggins & Williamson as counsel and Logan & Co. as claims and noticing agent. The U.S. Trustee for Region 21 appointed three creditors of Miller Auto Parts & Supply Company Inc. to serve on the official committee of unsecured creditors. The Committee selected Kane Russell Coleman & Logan as its counsel. MILLER AUTO PARTS: March 24 Hearing on Goodman Claims Settlement ---------------------------------------------------------------- A U.S. bankruptcy court is set to hear a motion to approve a settlement of claims filed by the Estate of David K. Goodman, Jr. against Miller Auto Parts & Supply Company Inc. and its three affiliates. The U.S. Bankruptcy Court for the Northern District of Georgia will take up the motion at a hearing on March 24. The agreement requires the companies to pay Goodman $150,000. Thereafter, the companies will pay Goodman up to 10% of any money recovered on behalf of the bankruptcy estates against certain claimants in an amount up to a cap of $225,000. About Miller Auto Parts Miller Auto Parts & Supply Company, Inc., and its affiliates are distributors of automotive parts and service equipment. The companies operate from the Johnson Industries Inc.'s headquarters in Atlanta, Georgia and have distribution operations in the southeast, northeast and on-line. The Southeastern distribution center is located in Norcross, Georgia and supports nine satellite centers across the state and supplies parts to key fleet customers across the country. Miller Auto Parts and its three subsidiaries sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga.) on Sept. 15, 2014. The Debtors have sought joint administration under Lead Case No. 14-68113. The cases are assigned to Judge Mary Grace Diehl. The Debtors have tapped Scroggins & Williamson as counsel and Logan & Co. as claims and noticing agent. The U.S. Trustee for Region 21 appointed three creditors of Miller Auto Parts & Supply Company Inc. to serve on the official committee of unsecured creditors. The Committee selected Kane Russell Coleman & Logan as its counsel. MOLYCORP INC: Seeks to Surcharge Mountain Pass Costs to Collateral ------------------------------------------------------------------ Molycorp, Inc., et al., seek authority from the U.S. Bankruptcy Court to surcharge the 10% Notes Collateral for the costs that have been and may be incurred in connection with the protection and preservation of the Mountain Pass Assets. The Debtors assert that the main recovery for the 10% Noteholders on account of their secured claims is anticipated to come almost exclusively from: (a) substantially all the assets of Molycorp, Inc. and Molycorp Minerals, including, but not limited to, the Mountain Pass Assets; (b) Net Intercompany Receivables; and (c) a 65% equity pledge in Molycorp Luxembourg Holdings S.a.r.l., MCP Exchangeco Inc., and MCP Callco ULC. The Debtors further assert that given the ongoing losses at Mountain Pass and in connection with the Final DIP Order, the Debtors are required to formulate and complete a limited operations plan to transition Mountain Pass into care and maintenance that would (a) significantly reduce the cash cost associated with operating the facility, (b) preserve rights under mining and other permits, including bonding obligations, and maintain compliance with regulatory and environmental requirements, and (c) prevent damage and destruction of plant buildings, machinery and equipment. All three of these changes incurred costs that were reasonable and necessary and directly benefitted the 10% Noteholders through the preservation of their collateral, the Debtors say. The Debtors tell the Court that Section 506(c) of the Bankruptcy Code permits them to seek a surcharge of the amounts they have incurred in the implementation and transitioning of care and maintenance, which cost total approximately $11.9 million. Subsequently, the Debtors say they continue to incur recurring monthly costs with respect to the general maintenance, upkeep and preservation of Mountain Pass in an aggregate amount of approximately $18.990 million to date, and anticipate ongoing monthly costs of approximately $1.577 million. Furthermore, the Debtors contend that the LOP to Mountain Pass is a decision that all parties in the bankruptcy cases, including the Ad Hoc Group of 10% Noteholders and the Official Committee of Unsecured Creditors, are notified of and do not object to. Accordingly, any prudent owner of the Mountain Pass Assets, including the 10% Noteholders, if they foreclose on the assets, will incur these costs, the Debtor say. Hearing on the Debtors' Motion is scheduled for March 28, 2016. The Molycorp, Inc., et al. 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, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Email: 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, New York 10017 Telephone: (212) 326-3939 Facsimile: (212) 755-7306 Email: pdleake@jonesday.com llaukitis@jonesday.com grhoward@jonesday.com -- and -– Joseph M. Tiller, Esq. JONES DAY 77 West Wacker Chicago, Illinois 60601 Telephone: (312) 782-3939 Facsimile: (312) 782-8585 Email: 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 are 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. * * * Judge Christopher Sontchi in Delaware approved the disclosure statement explaining the Debtors' Plan on Jan. 20, 2015, after the Debtors revised the Disclosure Statement to incorporate certain modifications directed by the Court during the Jan. 14 hearing. The Plan contemplates two possible outcomes: (1) the sale of substantially all of the Debtors' assets if certain conditions set forth in the Plan are satisfied and (2) (a) the sale of the assets associated with the Debtors' Mountain Pass mining facility in San Bernardino County, California; and (b) the stand-alone reorganization around the Debtors' other three business units. MONITRONICS: Moody's Cuts CFR to B3 & $1.25BB Bank Debt to B1 ------------------------------------------------------------- Moody's Investors Service downgraded Monitronics' Corporate Family Rating ("CFR") and Probability of Default Rating ("PDR") to B3 and B3-PD, respectively. Moody's also downgraded the company's approximately $1.25 billion of first-lien, senior secured bank debt, to B1, and its $585 million senior unsecured notes, to Caa2. Moody's affirmed Monitronics' SGL-3 Speculative Grade Liquidity rating. The rating outlook was changed to negative from stable. The downgrade of the CFR reflects weaker than expected operating performance in 2015 and the potential for further increases in customer attrition rates in 2016. Moody's expects another year of negative free cash flow in 2016, which will lead to increased reliance on the revolving credit facility that matures in December 2017. Downgrades: Issuer: Monitronics International, Inc. -- Probability of Default Rating, Downgraded to B3-PD from B2-PD -- Corporate Family Rating, Downgraded to B3 from B2 -- Senior Secured Bank Credit Facilities, Downgraded to B1 (LGD3) from Ba3 (LGD3) -- Senior Unsecured Regular Bond/Debentures, Downgraded to Caa2 (LGD5) from Caa1 (LGD5) Outlook Actions: Issuer: Monitronics International, Inc. -- Outlook changed to negative Affirmations: Issuer: Monitronics International, Inc. -- Speculative Grade Liquidity Rating, Affirmed SGL-3 RATINGS RATIONALE The B3 CFR reflects Moody's expectation that Monitronics will face heightened operational and market risks this year, as it seeks to rein in expenses, improve high attrition, and adjust its dealer-only model to increasing costs for acquiring subscribers. The integration of LiveWatch, a fast-growing D-I-Y home-security provider acquired in early 2015, appears to be going well, but the acquired company's margins are lower than Monitronics' core business, which has cut into profitability. As in 2015, heavy costs for converting tens of thousands of customers from their 2G wireless spectrum (a process that itself will exacerbate attrition) will hamper free cash flow this year, as will expenses incurred for initiatives undertaken to improve marketing effectiveness and to combat higher attrition. In turn, borrowings under Monitronics' heavily used revolver will likely increase this year, which heightens refinancing risk as the facility expires in late 2017. Moody's recognizes the company's stated 2016 goals to focus more on improving operating cash flows and creation multiples, and less on top line growth -- responses impelled, Moody's believes, by the strength of the market for alarm-monitoring subscriber assets and the negative impact it has had on Monitronics' dealer-only model over the past year. While the incorporation of LiveWatch itself will help improve creation multiples because of foregone dealer installation costs and direct-to-consumer sales, in its core business Monitronics will focus on generating new subscribers from less expensive dealers. The negative outlook reflects Moody's expectation that attrition rates will weaken and free cash flow will be negative this year even with the assumption that Monitronics moderately scales back the pace of subscriber acquisitions. The resultant reliance on the revolver for operational initiatives and to fund purchases of new subscriber contracts from dealers will cause a moderate increase in debt-to-steady-state-EBITDA leverage. However, Moody's also expects that Monitronics will successfully integrate recent acquisitions while continuing to grow RMR by low-single-digit percentages annually. The ratings could be downgraded if attrition rates rise more than expected, dealer multiples fail to moderate, or liquidity deteriorates. The failure to refinance debt maturities well in advance of the maturity date could also pressure the ratings. The ratings could be upgraded if attrition rates, dealer multiples and the liquidity profile improve and Moody's believes that Monitronics can sustain solidly positive steady-state free cash flow. With Moody's-expected revenues approaching $600 million in 2016, Monitronics International, Inc. provides alarm monitoring services to about 1.1 million, mainly residential customers in the U.S. Monitronics is owned by Ascent Capital Group, Inc. ("Ascent Capital", ticker: ASCMA). NEVADA REGIONAL: S&P Raises Rating to 'B', Outlook Stable --------------------------------------------------------- Standard & Poor's Ratings Services raised its long-term rating and underlying rating (SPUR) to 'B' from 'B-' on Nevada, Mo.'s series 2007 hospital refunding revenue bonds, issued for the Nevada Regional Medical Center (NRMC). The outlook is stable. "The rating action reflects our view of NRMC's significantly improved financial performance in fiscal 2015 and fiscal 2016 to date, as well as its new management team, which is committed to controlling costs and returning the hospital to at least break-even margins," said Standard & Poor's credit analyst Allison Bretz. The stable outlook reflects S&P's view that, during the one-year outlook period, NRMC will be able to sustain operating margins near break-even levels while maintaining maximum annual debt service coverage of at least 1x. NEWSTARCOM HOLDINGS: Matco Units Win Summary Judgment ----------------------------------------------------- Judge Christopher S. Sontchi of the United States Bankruptcy Court, for the District of Delaware issued a ruling on four related motions in the adversary proceeding captioned GEORGE L. MILLER, as Chapter 7 Trustee Of the Estates of NewStarcom Holdings, Inc., et al., Plaintiff, v. AMERICAN CAPITAL, LTD., STEVEN PRICE, GORDON O'BRIEN, MARK FIKSE, CRAIG MOORE, MATCO ELECTRIC CORP. f/k/a Matco Associates Inc., RONALD BARBER, MARK FREIJI, and KENNETH ELLIOTT, Defendants, Adv. No. 10-50063 (CSS) (Bankr. D. Del.). The defendants in the proceeding are seven individuals and two corporate entitites. The individual defendants are composed of two distinct groups, namely: the "ACAS Defendants" and the "New Matco Defendants," based on their employment by one of the two corporate entities. George R. Miller, as Chapter 7 Trustee for the estate of NewStarcom Holdings, Inc., et al., claimed that each defendant owed a fiduciary duty to one or more of the debtors, and that each defendant either breached his own fiduciary duties or assisted in another's breach of fiduciary duties. Miller filed a motion to supplement the record and/or have the court take judicial notice of the debtors' schedules and a motion for reconsideration of the court's earlier order dismissing the Trustee's fraudulent transfer claims. The ACAS Defendants sought to strike the expert report of the Brownstein Company, Miller's expert testimony. The New Matco Defendants sought summary judgment on the Trustee's claims that they breached their fiduciary duties or assisted the ACAS Defendants in breaches of fiduciary duties. Summary judgment was entered in favor of the New Matco Defendants on all claims asserted against them. Judge Sontchi found that Miller has failed to refine the broad claims of his complaint into specific claims based on the facts in evidence. The judge held that Miller's breach of fiduciary claims fail because they do not recognize the distinction between the fiduciary duties of the New Matco Defendants and the duties of the ACAS Defendants. The judge also held that Miller's aiding and abetting claims fail because he has pointed to no evidence sufficient to show at trial that the New Matco Defendants "knowingly" aided and abetted the ACAS Defendants. Finally, Judge Sontchi concluded that Miller's failure to acknowledge the factual context of his claims against the ACAS Defendants renders most of his inferences so implausible that they cannot be accepted by the court, even at summary judgment, when all reasonable inferences must be drawn in his favor. Judge Sontchi decided to take judicial notice of the debtors' schedules and statement of financial affairs, finding that these documents clearly fall within the range of uncontested documents which the court should take judicial notice upon request by a party. The judge, however, clarified that the taking of judicial notice of the debtors' schedules and statement of financial affairs does not establish as fact any of the information or attestations within them. As to the ACAS Defendants' motion to strike, Judge Sontchi found that on the whole, the Brownstein Company's expert report presents relevant, admissible evidence and that while the report's overuse of legal terms would be of substantial concern at a jury trial, such concern is greatly lessened when the court is sitting as the trier-of-fact. The judge also found that because the report does not attempt to define Delaware law or perform legal analysis, there is no reason for it to be struck in full from the adversary proceeding. As such, Judge Sontchi granted in part and denied in part the ACAS Defendants' motion to strike. Lastly, Judge Sontchi denied Miller's motion for reconsideration. The judge explained that Miller failed to properly and timely assert his fraudulent transfer claim and that he failed to show new evidence that warrants reconsideration of the court's 2012 order. A full-text copy of Judge Sontchi's March 8, 2016 opinion is available at http://is.gd/J9bgk9from Leagle.com. The bankruptcy case is In re: NEWSTARCOM HOLDINGS, INC., et al., Chapter 11, Debtors, Case No. 08-10108 (CSS)(Bankr. D. Del.). George L. Miller, as Chapter 7 Trustee of the Estates of NewStarcom Holdings, Inc., et al. is represented by: Nella M. Bloom, Esq. BLOOM & BLOOM , LLC 1528 Walnut Street, Suite 910 Philadelphia, PA 19102 Tel: (267)630-2466 Email: nella@bloomandblooom.net -- and -- William J Burnett, Esq. FLASTER GREENBERG, PC 4 Penn Center 1600 JFK Boulevard, 2nd Floor Philadelphia, PA 19103 Tel: (215)279-9393 Fax: (215)279-9394 Email: william.burnett@flastergreenberg.com -- and -- Douglas Evan Ress, Esq. Steven M. Coren, Esq. KAUFMAN, COREN & RESS, P.C. Two Commerce Square, Suite 3900 2001 Market Street Philadelphia, PA 19103 Tel: (215)735-8700 Fax: (215)735-5170 Email: dress@kcr-law.com scoren@kcr-law.com American Capital, Ltd. is represented by: David B. Bergman, Esq. Noah L. Browne, Esq. Laura D'Allaird, Esq. ARNOLD & PORTER LLP 601 Massachusetts Ave, NW Washington, DC 20001 Tel: (202)942-5000 Fax: (202)942-5999 Email: david.bergman@aporter.com noah.browne@aporter.com laura.dallaird@aporter.com -- and -- Cory D. Kandestin, Esq. Robert Charles Maddox, Esq. Robert J. Stearn, Jr., Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: (302)651-7700 Fax: (302)651-7701 Email: kandestin@rlf.com maddox@rlf.com stearn@rlf.com Matco Electric Corp. f/k/a/ Matco Associates, Inc. is represented by: Benjamin W. Keenan, Esq. Ricardo Palacio, Esq. ASHBY & GEDDES 500 Delaware Avenue Wilmington, DE 19899 Tel: (302)654-1888 Fax: (302)654-2067 Email: bkeenan@geddes.com rpalacio@ashby-geddes.com -- and -- Daniel R. Norton, Esq. Amy Shapiro, Esq. HINMAN HOWARD & KATTELL, LLP 700 Security Mutual Building 80 Exchange Street Binghamton, NY 13901 Email: dnorton@hhk.com ashapiro@hhk.com OW BUNKER: Court Stays Aegean Marine Petroleum Suit --------------------------------------------------- Judge Richard A. Jones of the United States District Court for the Western District of Washington, Seattle, granted in part and denied in part the motion of defendants Canpotex Shipping Services, Ltd., Indy Maritime S.A., and Gordomichalis Maritime S.A. to dismiss, transfer or stay the case captioned AEGEAN MARINE PETROLEUM S. A., Plaintiff, v. CANPOTEX SHIPPING SERVICES LTD. et al., Defendants, Case No. 2:15-CV-00172-RAJ (W.D. Wash.), deciding to stay the case pending numerous similar actions pending in the Southern District of New York. On October 17, 2014, Canpotex arranged with OW Bunker (U.K.) Ltd. to have approximately 900 metric tons of bunker fuel delivered to the vessel M/V KAVO PLATANOS at Vancouver, British Columbia. OW then contracted with Aegean to provide that fuel to the vessel. Aegean delivered the fuel to the vessel on October 22, 2014. Aegean later sent Canpotex a "Notice to Pay" citing OW Bunker's financial collapse and insolvency filing, and seeking direct payment from Canpotex for $454,050. A few months after the OW entities filed for bankruptcy, Aegean filed a complaint in the United States District Court for the Western District of Washington seeking an emergency order arresting the M/V KAVO PLATANOS while it was located in the district. The request was granted and the vessel was arrested. The parties later stipulated to a release of the vessel upon Canpotex's deposit of $494,013 into the court's registry. The defendants initially moved to dismiss the case for failure to join an indispensable party, ING Bank, to whom OW Bunker assigned with all rights, title and interest in its third party and intercompany receivables. However, since ING has since appeared in this matter, Judge Jones denied the motion to dismiss as moot. Alternatively, the defendants moved to transfer the case to the Southern District of New York. Judge Jones also denied this motion because Aegean refused to consent to the transfer and the defendants have failed to establish that this action "might have been brought" in the Southern District of New York. Judge Jones however, granted the defendants motion to stay the action pending further developments in the multiple interpleader actions pending in New York, finding that a stay would be the most prudent course of action. Judge Jones also granted the plaintiff Aegean Marine Petroleum S.A.'s motion for leave to file response to additional authorities. A full-text copy of Judge Jones' March 9, 2016 order is available at http://is.gd/LV24rsfrom Leagle.com. Aegean Maritime Petroleum S.A. is represented by: J Stephen Simms, Esq. SIMMS SHOWERS LLP 201 International Circle, Suite 250 Hunt Valley, MD 21030 Tel: (410)783-5795 Fax: (410)510-1789 Email: jssimms@simmsshowers.com -- and -- Jeremy Jones, Esq. Christopher W Nicoll, Esq. NICOLL BLACK & FEIG PLLC Pudget Sound Plaza 1325 Fourth Ave., Ste. 1650 Seattle, WA 98101 Tel: (206)838-7555 Fax: (206)838-7515 Email: jjones@nicollblack.com cnicoll@nicollblack.com Canpotex Shipping Services Ltd, Indy Maritime SA, Gourdomichalis Maritime SA are represented by: David R Boyajian, Esq. Colin Jeffrey Folawn, Esq. SCHWABE WILLIAMSON & WYATT PacWest Center 1211 SW Fifth Avenue, Suite 1900 Portland, OR 97204 Tel: (503)222-9981 Fax: (503)796-2900 Email: dboyajian@schwabe.com cfolawn@schwabe.com ING Bank, N.V. is represented by: Steven William Block, Esq. FOSTER PEPPER PLLC Email: steve.block@foster.com About O.W. Bunker OW Bunker AS is a global marine fuel (bunker) company founded in Denmark. The company declared bankruptcy on Nov. 7, 2014, following its admission that it had lost US$275 million through a combination of fraud committed by senior executives at its Singaporean unit. The Danish company placed its U.S. subsidiaries -- O.W. Bunker Holding North America Inc., O.W. Bunker North America Inc. and O.W. Bunker USA Inc. -- in Chapter 11 bankruptcy (Bankr. D. Conn. Case Nos. 14-51720 to 14-51722) in Bridgeport, Conn., on Nov. 13, 2014. The U.S. cases are assigned to Judge Alan H.W. Shiff. The U.S. Debtors have tapped Patrick M. Birney, Esq., and Michael R. Enright, Esq., at Robinson & Cole LLP, as counsel. McCracken, Walker & Rhoads LLP is serving as co-counsel. Alvarez & Marsal is the financial advisor.ne fuel (bunker) company founded in Denmark. The company declared bankruptcy on Nov. 7, 2014, following its admission that it had lost US$275 million through a combination of fraud committed by senior executives at its Singaporean unit. The Danish company placed its U.S. subsidiaries -- O.W. Bunker Holding North America Inc., O.W. Bunker North America Inc. and O.W. Bunker USA Inc. -- in Chapter 11 bankruptcy (Bankr. D. Conn. Case Nos. 14-51720 to 14-51722) in Bridgeport, Conn., on Nov. 13, 2014. The U.S. cases are assigned to Judge Alan H.W. Shiff. The U.S. Debtors have tapped Patrick M. Birney, Esq., and Michael R. Enright, Esq., at Robinson & Cole LLP, as counsel. McCracken, Walker & Rhoads LLP is serving as co-counsel. Alvarez & Marsal is the financial advisor. PACIFIC EXPLORATION: Enters Into Forbearance Agreements ------------------------------------------------------- Pacific Exploration & Production Corp. on March 18 announced the release of its audited consolidated financial statements for the year and quarter ended December 31, 2015, together with its management discussion and analysis ("MD&A"), Annual Information Form ("AIF") and Form 51-101 F1 - Statement of Reserves Data and Other Oil and Gas Information for the Company (the "F1 Report") in respect of the year ended December 31, 2015. All values in this news release and the Company's financial disclosures are in U.S.$, unless otherwise stated. Ronald Pantin, Chief Executive Officer of the Company, commented: "The oil and gas industry has been profoundly altered as we are firmly entrenched in the second year of low international oil prices. The current pricing environment continues to threaten the economic health of the industry and many countries, with many E&P companies going into survival mode. Our immediate reaction in early 2015 to the lower oil price environment has allowed Pacific Exploration & Production Corp. to continue to deliver competitive operating results. "We were well positioned through 2015 with an active hedging program to protect cash flow and that is borne out in our operating results. We continue to focus on maintaining and gaining operational efficiencies and have again been able to drive cash operating costs to record lows. The Company has maintained its drive to reduce cash operating costs to record levels and continues to control G&A spending. "Our production increased slightly in 2015, where we achieved production from Colombia and Peru of 154,472 boe/d, including a marginal contribution from our recent addition of Block 192 in Peru. The Company has achieved its production guidance of 150 to 156 Mboe/d for 2015, representing modest growth over 2014. "We continue to focus our production on light and medium oil assets. Exploration discoveries that were made in 2014 and further delineated in 2015 in the Colombian foothills provided near-term production stability. The modest exploration activity in 2015 also identified a number of other light oil prospects similar to the discoveries already made with a potential inventory of development and delineation drilling locations. "In 2015, we earned revenues of $2,825 million and generated $1,031 million in Adjusted EBITDA1 and $579 million in funds flow from operations1. Despite the drop in oil prices, our operating netback for the year ended was $25.55/boe, benefitting from reduction of total costs complemented with a strong hedging position which generated superior realized prices. "We continued to streamline our operations, generating further cost reductions during the fourth quarter of 2015 and record low cash operating costs. The Company achieved underlying operating costs of $18.64/boe and total operating costs (including overlift and other costs) of $22.52/boe, compared with $26.44/boe and $27.28/boe, respectively, for the fourth quarter of 2014. G&A expenses decreased to $221 million in 2015 from $361 million in 2014 as the Company continues to maintain its drive to control spending. Further cost savings and G&A reductions are still possible through 2016, due to additional restructuring of work processes. "The Company developed and implemented a very workable strategy in late 2014 to address the collapse in oil prices -- cash operating costs and G&A were cut, and capital expenditures were limited to only priority projects that allowed us to maintain production and protect the value of the asset base. However, the further collapse of oil prices early in the year has caused us to engage in a process to restructure the balance sheet. "As we announced in January 2016, we invoked a 30-day grace period for making interest payments on two series of our outstanding bonds, to allow us to engage advisors and assess strategic alternatives to make the Company's capital structure more suitable to current market conditions. Subsequent to that announcement, we have entered into forbearance agreements with certain noteholders and banks until March 31, 2016, to allow the Company time to work with the Independent Committee of the Board of Directors, the Company's advisors, the banks and noteholders to come to a consensual and comprehensive restructuring of the Company's balance sheet. "In summary, we believe strongly in the Company's assets and we are working diligently to ensure that the value of these assets are preserved for enhancement in the future. These are exceptionally difficult times for the oil industry, but we believe that the Company can weather the storm and continue to move forward with judicious use of our resources and efficient use of our technical and operational expertise. We are prepared for the long-term as well as for the opportunities before us and any challenges that may emerge." Full Year and Fourth Quarter 2015 Results Operational Highlights: Net production after royalties for the full year totaled 154,472 boe/d, a 5% increase compared with 147,423 boe/d for 2014 and within the Company's guidance for the year of 150,000-156,000 boe/d. In the fourth quarter of 2015, average daily net production after royalties increased to 159,831 boe/d, higher by 9% as compared to the same period of 2014. In 2015, the Company was able to maintain stable production levels in the Rubiales Field despite expected declines due to depletion. The Company continued to optimize wells and facilities to maximize production while minimizing capital expenditures and only drilling a minimum number of wells. Rubiales Field production comprised 35% of the net production for the year ended December 31, 2015. The Company achieved a record underlying combined operating cost of $20.73/boe and a total combined operating cost (including overlift and other costs) of $22.96/boe, compared with $30.23/boe and $30.51/boe, respectively, in 2014. In the fourth quarter of 2015, total combined operating cost was $22.52/boe compared with $27.28/boe for the same period in 2014. Financial Highlights: Revenue decreased to $2,825 million compared to $4,950 million in 2014, reflecting the nearly 45% year-on-year decline in realized crude oil prices. Revenue for the fourth quarter of 2015 decreased to $652 million compared with $992 million for the same period in 2014, also due to the lower realized prices but partially offset by higher volumes sold in the period. In 2015, revenue included $290 million in realized gains from oil hedging contracts entered into in 2014 and early 2015, helping to support the Company's realized prices above market rates during the year. Average oil and gas sales (including trading) for the year were 159,113 boe/d, 1% higher than 158,026 boe/d in 2014. In February 2016, the Company terminated its outstanding hedging positions early for a total realized gain of $116 million, taking advantage of the recent positive mark-to-market movement to improve liquidity. Combined operating netbacks on oil and gas for the year was $25.55/boe, 53% lower than the $54.84/boe in 2014. The decrease was mainly attributable to the decline in market prices for crude oil, partially offset by the reduction in combined operating costs achieved during the year. The Company's average sales price per barrel of crude oil and natural gas was $48.51/boe for the year and $41.22/boe for the fourth quarter of 2015, down from $85.35/boe and $65.64/boe, respectively a year ago. G&A expenses decreased to $221 million in 2015 from $361 million in 2014 as the Company continues to maintain its drive to control G&A and all non-essential spending and activities in light of the precipitous decrease in oil prices. Adjusted EBITDA1 for the year was $1,031 million and Funds Flow1 was $579 million. Adjusted EBITDA and Funds Flow were 58% and 71% lower, respectively, compared with the year 2014. Net loss for the year was $5,462 million, largely due to the $4,907 million non-cash impairment charge taken mainly on oil and gas assets and exploration expenses, reflecting the significant decline in crude oil prices. It is important to highlight that this impairment is required by International Financial Reporting Standards ("IFRS") accounting rules and can be reversed in whole or in part once market conditions improves with a better oil price trend. Cash flow from operations in 2015 was $220 million, compared with $2,104 million in 2014. Total capital expenditures decreased to $726 million in 2015 compared with $2,382 million in 2014. Capital expenditures will continue to approximately match cash flow, with spending mainly focused on high-impact and low-risk development work. Additional Highlights: Total 2P certified net reserves after royalties were 290.8 MMboe as at December 31, 2015, 43% lower compared with 510.9 MMboe as at December 31, 2014. Proved reserves (1P) were 197.8 MMboe as at December 31, 2015 compared with 315.0 MMboe as at December 31, 2014. The decrease in 2P reserves was primarily attributable to economic factors and technical revisions. Fifteen exploration wells (including 11 appraisal wells) were drilled resulting in three discoveries and the confirmation of ten other previous discoveries for a total of 13 discoveries or a 87% success rate. Exploration activity during the year was primarily focused on the Central and Deep Llanos in Colombia that added an average of 14,591 bbl/d of light oil production in 2015. On December 28, 2015, the Company obtained waivers of the debt leverage and net equity covenants under its $1 billion Revolving Credit Facility and the Bank of America, HSBC, and Bladex credit facilities (the "Credit Facilities"). On January 14, 2016, the Company announced it had elected to utilize the 30-day grace period under the applicable note indentures and not make interest payments of $66.2 million in the aggregate on its senior notes maturing in 2019 ("2019 Senior Notes") and those maturing in 2025 ("2025 Senior Notes", and together with the 2019 Senior Notes, the "Notes"). On February 18, 2016, the Company entered into an extension agreement (the "Noteholder Extension Agreement") with certain holders of the 2019 Senior Notes and 2025 Senior Notes. Under the terms of the Noteholder Extension Agreement, holders of approximately 34% of the aggregate principal amount of outstanding 2019 Senior Notes and 42% of the aggregate principal amount of outstanding 2025 Senior Notes have agreed, subject to certain terms and conditions, to forbear from declaring the principal amounts of the Notes (and certain additional amounts) due and payable as a result of certain specified defaults until March 31, 2016. On February 19, 2016, the Company entered into separate forbearance agreements (the "Lender Forbearance Agreements") in respect of the Credit Facilities. Under the terms of the Lender Forbearance Agreements, the requisite lenders have also agreed, subject to certain terms and conditions, to forbear from declaring the principal amounts of such credit agreements due and payable as a result of certain specified defaults until March 31, 2016. The Company has also breached several minimum credit rating covenants in certain operational agreements it has entered into as a result of downgrades of the Company's credit ratings during 2015, although waivers relating to these covenants have been granted for various limited periods. The Company continues to work with its debtholders to formulate a comprehensive plan to address the current oil price environment and ensure the long-term viability of its business. The Company remains, and intends to remain, current with its suppliers, trade partners and contractors. Normal operations continue in Colombia and the other jurisdictions within which the Company operates. As noted in the notes to the Company's audited consolidated financial statements for the year and quarter ended December 31, 2015, there can be no certainty as to the ability of the Company to successfully restructure its long-term debts, amend operating agreements to the extent necessary to eliminate credit rating covenants, and obtain new financing should the low crude prices persist, and accordingly, there is a material uncertainty that may cast doubt on the ability of the Company to continue as a going concern. During 2015, net production after royalties totaled 154,472 boe/d, a 5% increase compared with 147,423 boe/d for 2014, within the Company's guidance for the year (150,000-156,000 boe/d). In the fourth quarter of 2015, average daily net production after royalties increased to 159,831 boe/d, higher by 9% as compared to the same period of 2014. The Company was able to maintain stable production levels in the Rubiales Field despite the declines as previously expected. The Company continued to optimize wells and facilities to maximize production while minimizing capital expenditures. Light and medium net oil production for the full year totaled 57,022 bbl/d, an increase of 16% compared to 2014. Part of the increase corresponds to production from Block 192 in Peru, where the Company became the operator on August 30, 2015. Heavy oil production from Quifa and other fields also increased by 9% during 2015 compared with 2014. Light and medium oil and heavy crude oil production (excluding the Rubiales Field) production now represents 37% and 35%, respectively, of total net oil and gas production, while production from the Rubiales Field represented 35% of the total net production, down from 41% in 2014. The Company produces and sells crude oil and natural gas. It also purchases liquids and crude oil from third parties for trading purposes and distillate for diluent mixing with heavy oil production, which are included in the reported "volumes sold". Sales volumes are also impacted by the relative movement in inventories during a reporting period. Both revenues and costs are recognized on the respective volumes sold during the period. Diluent volumes for the year decreased to 323 bbl/d from 2,405 bbl/d in 2014. Diluent volumes have decreased by 94% since the year ended 2013 as the Company successfully utilizes the production of light and medium oil from prior acquisitions and new discoveries, plus accessing new lower cost diluent service arrangements. Oil for trading volumes in 2015 decreased to 7,307 bbl/d from 12,085 bbl/d in 2014. The drop in the volumes sold in 2015 was mainly attributable to the reduction in the oil production in Colombia, which increased the available capacity in the pipelines for other traders to compete with better conditions. The inventory build and other use was 6,647 bbl/d in 2015 compared to 2,655 bbl/d in 2014. Total volumes sold, composed of production volumes available for sale, purchased diluent volumes, oil for trading volumes, and inventory balance changes, increased to 159,113 boe/d in 2015 from 158,026 boe/d in 2014. Throughout 2015 the Company continued to streamline its operations to generate further cost reductions. The Company achieved a record underlying combined operating cost of $20.73/boe and a total combined operating cost (including overlift and other costs) of $22.96/boe, compared with $30.23/boe and $30.51/boe, respectively, in 2014. The decreased unit cost is mainly a result of operating cost optimization and a 32% depreciation of the Colombian peso against the U.S. dollar. During the year, there was a disruption of the Bicentenario Pipeline of 204.5 days. However, the Company was able to source available operational capacity in the OCENSA pipeline at comparable per unit costs. The Company traded an average of 7,307 bbl/d in 2015 as compared with 12,085 bbl/d in 2014. However, the average netback for volumes traded in 2015 was $2.81/bbl, a gross margin of $7.5 million; versus the netback captured in 2014 of $0.67/bbl, a gross margin of $2.9 million. Similar trend of improved netbacks was observed during the fourth quarter of 2015. Trading volumes vary with opportunities in the market place and any one quarter is not a good indicator of future trading potential. Additional oil for trading details are available in the MD&A. 2015 Reserves In 2015, the Company's reserves were impacted by significantly lower oil price forecasts resulting in economic revisions plus the impact of normal course technical revisions as assessed by the Company's independent reserves evaluators. The decrease in 2P reserves was primarily attributable to economic factors and technical revisions. Economic revisions as a result of lower oil prices can usually be reversed with higher oil prices, which could result in positive economic revisions in the future. Exploration Update Exploration activity during the year was primarily focused on the Central and Deep Llanos in Colombia and added an average of 14,591 bbl/d of light oil production in 2015. In 2015, the Company drilled or was a partner in 15 exploration wells (including 11 appraisal wells) resulting in three discoveries and the confirmation of ten other previous discoveries for a total of 13 discoveries or a 87% success rate. During the fourth quarter of 2015 no drilling activity was performed. About Pacific Exploration Pacific Exploration & Production Corp. is a Canadian public company and a leading explorer and producer of natural gas and crude oil, with operations focused in Latin America. The Company has a diversified portfolio of assets with interests in more than 70 exploration and production blocks in various countries including Colombia, Peru, Guatemala, Brazil, Guyana and Belize. The Company's strategy is focused on sustainable growth in production & reserves and cash generation. The Troubled Company Reporter-Latin America, on Feb. 23, 2016, reported that Fitch Ratings says that the agency could downgrade its ratings on Pacific Exploration and Production Corp. (Pacific; Long-term Foreign and Local Currency Issuer Default Ratings of 'C') to restricted default (RD). This could occur after the expiration of the recently negotiated extension with bondholders of the time in which to declare principal due and payable on certain notes. Fitch considers the extension of multiple waivers or forbearance periods upon a payment default a restricted default given they represent a material reduction in terms compared with the original contractual terms. Furthermore, the extension of multiple waivers can be interpreted as a tool that is being conducted in order to avoid bankruptcy. On Jan. 21, 2016, the TCR reported that Moody's Investors Service has downgraded Pacific Exploration & Production Corp (Pacific E&P)'s corporate family rating and senior unsecured debt ratings to C from Caa3. The TCR, on Jan. 20, 2016, reported that Standard & Poor's Ratings Services said it lowered its long-term corporate credit and issue-level ratings on Pacific Exploration and Production Corp (Pacific) to 'CC' from 'CCC+'. S&P also removed the rating from CreditWatch with negative implications. The outlook is negative. On Jan. 14, 2016, Pacific announced that it has elected to utilize the 30 day grace period rather than make the interest payments due on Jan. 19, 2016 and Jan. 26, 2016 of about $65 million. Although the company is still current on those obligations, S&P expects default to be a virtual certainty. PACIFIC RECYCLING: GE Govt Seeks 'Adequate Protection' Payment -------------------------------------------------------------- A U.S. bankruptcy court is set to hear a motion filed by GE Government Finance Inc. to force Pacific Recycling Inc. to make payments in return for using certain equipment at its metal recycling center in Eugene, Oregon. The U.S. Bankruptcy Court for the District of Oregon will take up the motion at a hearing on March 31. GE Government demands weekly payment of $20,000 for use of the equipment, which the company said, are its collateral. Pacific Recycling opposes the request, saying the company "did not properly perfect" its lien on the equipment, or if it did, the amount requested is excessive. On Dec. 9 last year, the court approved an agreement by the companies to partially settle their dispute. The agreement required Pacific Recycling to pay $15,000 to GE Government, aside from a bi-weekly payment of $5,000. Separately, the court denied the request of Banner Bank, a secured creditor, to lift the automatic stay so it could foreclose on an 11 acre parcel of real property owned by Pacific Recycling's affiliate. Pacific Recycling objected to the request, arguing it has an interest in the real property as lessee and that the property is necessary for its reorganization. About Pacific Recycling Pacific Recycling, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Ore. Case No. 15-62925) on Aug. 27, 2015. The petition was signed by Rodney Schultz as president. The Debtor disclosed total assets of $5,996,665 and total liabilities of $21,718,414. Hon. Frank R. Alley III is assigned to the case. Cable Huston LLP represents the Debtor as counsel. The U.S. Trustee for Region 18 appointed four creditors of Pacific Recycling Inc. to serve on the official committee of unsecured creditors. Cassie K. Jones, Esq., and the law firm of Gleaves Swearingen LLP represent the Committee as its counsel. PALMAZ SCIENTIFIC: Meeting of Creditors on April 4 -------------------------------------------------- A meeting of creditors of Palmaz Scientific Inc., et al., under 11 U.S.C. Sec. 341(a) is slated for April 4, 2016, at 08:30 a.m., at San Antonio Room 333. Proofs of claim are due July 5, 2016. 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 Palmaz Scientific Headquartered in San Antonio, Texas, Palmaz Scientific is a research and development company dedicated to the advancement of the technology and science of medical implants. Palmaz Scientific Inc., Advanced Bio Prosthetic Surfaces, Ltd., ABPS Management, LLC and ABPS Venture One, Ltd., filed Chapter 11 bankruptcy petitions (Bankr. W.D. Tex. Proposed Nos. 16-50552, 16-50555, 16-50556 and 16-50554, respectively) on March 4, 2016. The petitions were signed by Eugene Sprague as director. The Debtors estimated both assets and liabilities in the range of $10 million to $50 million. The Debtors have engaged Norton Rose Fulbright US LLP as counsel, Groff & Rothe as accountants and Upshot Services LLC as noticing agent. The case is assigned to Judge Craig A. Gargotta. PARAGON OFFSHORE: Taps Kurtzman Carson as Administrative Advisor ---------------------------------------------------------------- Paragon Offshore PLC and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Kurtzman Carson Consultants LLC as administrative advisor, nunc pro tunc to the February 14, 2016 petition date. The Debtors require Kurtzman Carson to: (a) assist with, among other things, solicitation, balloting and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices and institutional holders; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; (d) generate, provide and assist with claims objections, exhibits, claims reconciliation and related matters; (e) manage any distributions pursuant to any confirmed chapter 11 plan; and (f) provide such other processing, solicitation, balloting and other administrative services described in the Services Agreement, but not included in the Proposed Order, as may be requested from time to time by the Debtors, the Court or the office of the Clerk of the Bankruptcy Court for the District of Delaware. Kurtzman Carson will be paid at these hourly rates: Director/Senior Managing Consultant $180 Consultant/Senior Consultant $75-$165 Technology/Programming Consultant $35-$70 Clerical $30-$50 Solicitation Lead/Securities Director $215 Securities Senior Consultant $200 Kurtzman Carson will also be reimbursed for reasonable out-of-pocket expenses incurred. Evan J. Gershbein, senior vice president of Corporate Restructuring Services for Kurtzman Carson, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Bankruptcy Court will hold a hearing on the application on April 6, 2016, at 10:00 a.m. Objections, if any, are due March 28, 2016, at 4:00 p.m. Kurtzman Carson be reached at: Evan J. Gershein, Esq. KURTZMAN CARSON CONSULTANTS LLC 2335 Alaska Avenue El Segundo, California 90245 Tel: (310) 823-9000 About Paragon Offshore Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon's operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters (four drillships and two 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 and its ordinary shares have been trading on the over- the-counter markets under the trading symbol "PGNPF" since December 18, 2015. Paragon Offshore Plc, et al., filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16- 10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debts of $2.96 billion as of Sept. 30, 2015. The Debtors have engaged Weil, Gotshal & Manges LLP as general counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard Freres & Co. LLC as financial advisor, Alixpartners, LLP as restructuring advisor, and Kurtzman Carson Consultants as claims and noticing agent. PARAGON OFFSHORE: Taps Lazard Freres as Investment Banker --------------------------------------------------------- Paragon Offshore PLC and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Lazard Freres & Co., LLC as investment banker, nunc pro tunc to the February 14, 2016 petition date. The Debtors requires Lazard to: (a) review and analyze the Debtors' business, operations, and financial projections; (b) evaluate the Debtors' potential debt capacity in light of its projected cash flows; (c) assist in the determination of a capital structure for the Debtors; (d) assist in the determination of a range of values for the Debtors on a going concern basis; (e) advise the Debtors on tactics and strategies for negotiating with the Stakeholders; (f) render financial advice to the Debtors and participate in meetings or negotiations with Stakeholders or other appropriate parties in connection with any Restructuring; (g) advise the Debtors on the timing, nature, and terms of new securities, other consideration, or other inducements to be offered pursuant to any Restructuring; (h) advise and assist in evaluating any potential Financing transaction by the Debtors and, subject to Lazard's agreement to so act, to execute appropriate agreements on behalf of the Debtors, contact potential sources of capital as the Debtors may designate and assist the Debtors in implementing any Financing; (i) assist the Debtors in preparing documentation within Lazard's area of expertise that is required in connection with any Restructuring; (j) attend meetings with the board of directors of Paragon Offshore plc with respect to matters on which Lazard has been engaged; (k) assist in the development of financial analysis and presentations to the Board of Directors of Paragon Offshore plc, various creditors, and other third parties; (l) review and analyze the Debtors historic financial transactions, including with respect to any potential preference or avoidance actions; (m) participate in negotiations among the Debtors and their creditors, suppliers, lessors, and other interested parties; (n) provide testimony, as necessary, with respect to matters on which Lazard is engaged to advise under the Engagement Letter before the Bankruptcy Court; and (o) provide the Debtors with other financial restructuring advice. The Debtors and Lazard have agreed to the following compensation and expense structure in consideration for the Services to be rendered: -- A monthly fixed fee of $175,000, payable until the earlier of completion of the Restructuring or the termination of Lazard's engagement. One half of the Monthly Fees paid after the fourth Monthly Fee shall be credited against any Restructuring Fee. -- A fee equal to $8,500,000 payable upon the consummation of a Restructuring; provided, however that if a Restructuring is to be completed through a "pre-packaged" or "pre-arranged" plan of reorganization, one half of the Restructuring Fee shall be earned and shall be payable upon the earlier of (i) execution of definitive agreements with respect to such plan and (ii) delivery of binding consents to such plan by a sufficient number of creditors and/or bondholders, as the case may be, to bind the creditors or bondholders, as the case may be to the plan; provided, further, that in the event that Lazard is paid a fee in connection with a "pre- packaged" or "pre-arranged" plan and a plan of reorganization which constitutes a Restructuring is not consummated, Lazard shall return such fee to the Debtors upon the termination or expiration of the Engagement Letter. -- A fee, payable upon consummation of a Financing, equal to 1.25% of the aggregate gross proceeds including any committed but undrawn amounts of the Financing. One half of any Financing Fees paid shall be credited against any Restructuring Fee payable upon the consummation of a Restructuring. -- Reimbursement for reasonable expenses incurred by Lazard, including, costs of travel and lodging, data processing and communications charges, courier services, and other expenditures, and the reasonable fees and expenses of counsel, if any, retained by Lazard. Ari Lefkovits, managing director of Lazard, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Bankruptcy Court will hold a hearing on the application on April 6, 2016, at 10:00 a.m. Objections, if any, are due March 28, 2016, at 4:00 p.m. Lazard can be reached at: Ari Lefkovits LAZARD FRERES & CO., LLC 190 S. LaSalle Street,31st Floor Chicago, IL 60603 Tel: (312) 07-6600 About Paragon Offshore Paragon Offshore plc -- http://www.paragonoffshore.com/-- is a global provider of offshore drilling rigs. Paragon's operated fleet includes 34 jackups, including two high specification heavy duty/harsh environment jackups, and six floaters (four drillships and two 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 and its ordinary shares have been trading on the over- the-counter markets under the trading symbol "PGNPF" since December 18, 2015. Paragon Offshore Plc, et al., filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to 16- 10410) on Feb. 14, 2016, after reaching a deal with lenders on a reorganization plan that would eliminate $1.1 billion in debt. The petitions were signed by Randall D. Stilley as authorized representative. Judge Christopher S. Sontchi is assigned to the cases. The Debtors reported total assets of $2.47 billion and total debts of $2.96 billion as of Sept. 30, 2015. The Debtors have engaged Weil, Gotshal & Manges LLP as general counsel, Richards, Layton & Finger, P.A. as local counsel, Lazard Freres & Co. LLC as financial advisor, Alixpartners, LLP as restructuring advisor, and Kurtzman Carson Consultants as claims and noticing agent. PEABODY ENERGY: S&P Lowers CCR to 'D' on Gen. Default Expectations ------------------------------------------------------------------ Standard & Poor's Ratings Services said it lowered its corporate credit rating on St. Louis-based Peabody Energy Corp. to 'D' from 'CCC+'. S&P also lowered its issue-level ratings on the company's debt facilities associated with the missed interest payments--the 10% second-lien notes due 2022 and the 6.5% unsecured notes due 2020--to 'D' from 'CCC+' and 'CCC-', respectively. This is based on S&P's view that the interest payments will not be made within the 30-day grace period. At the same time, S&P revised the recovery rating on the second-lien debt to '6' from '4'. The '6' recovery rating indicates S&P's expectation of negligible (0% to 10%) recovery in the event of a payment default. S&P also revised the recovery rating on Peabody's first-lien debt to '3' from '1'. The '3' recovery rating indicates S&P's expectation of meaningful (50% to 70%; upper half of the range) recovery in the event of a payment default. At the same time, S&P lowered the issue-level rating on the debt to 'CC' from 'B'. In addition, S&P lowered all the issue-level ratings associated with the company's unsecured debt (except for the senior notes with the missed interest payment) to 'C' from 'CCC-'. The recovery rating on the debt remains '6', indicating S&P's expectation of negligible (0% to 10%) recovery in the event of a payment default. Finally, S&P also lowered the issue-level rating on the company's junior subordinated debt to 'C' from 'CC'. "In our view, the enormous stress on Peabody's business and financial position will not ease anytime soon," said Standard & Poor's credit analyst Chiza Vitta. "The 'D' corporate credit rating indicates our expectation that this situation will eventually evolve into a general default, and Peabody may choose not to pay all or substantially all of its obligations as they come due." Peabody has announced debt exchange discussions and additional asset sales initiatives. While these efforts would enhance liquidity, S&P believes the business would likely remain unsustainable absent a comprehensive restructuring or a marked improvement in coal supply and demand dynamics. PERFORMANCE SPORTS: Moody's Cuts CFR to B3 After Earnings Release ----------------------------------------------------------------- Moody's Investors Service downgraded Performance Sports Group's (PSG) Corporate Family Rating to B3 from B1 due to its recent poor operating performance highlighted by its earnings announcement last week and weak credit metrics. The rating on the senior secured term loan was downgraded to Caa1 from B2. The SGL 2 speculative grade liquidity rating was affirmed. The rating outlook is stable. "PSG's revised earning guidance announced last week resulted in a significant departure in its operating performance and credit metrics from our previous expectations, said Kevin Cassidy, Senior Credit Officer at Moody's Investors Service. Moody's had expected leverage to be temporarily high due to foreign exchange head winds. But we now expect debt/EBITDA to remain above 10 times for at least the next year, noted Cassidy.” Ratings downgraded: Corporate Family Rating to B3 from B1; Probability of Default Rating to B3-PD from B1-PD; $330 million Term Loan B rating to Caa1 (LGD 4) from B2 (LGD 4); Ratings affirmed: Speculative Grade Liquidity Rating at SGL 2 PSG's B3 Corporate Family Rating reflects its poor operating performance and weak credit metrics with debt/EBITDA over 10 times. The rating also reflects PSG's modest size with pro forma revenue around $600 million and narrow product focus in sports equipment and apparel. The rating benefits from PSG's strong brand awareness among action sport enthusiasts, solid geographical diversification and good liquidity profile. PSG has grown significantly over the last few years through acquisition, but Moody's expects PSG to limit further acquisitions until credit metrics improve. The stable outlook reflects Moody's view that PSG will steadily reduce leverage through a combination of debt repayments and modest earnings growth. The outlook also reflects Moody's view that PSG will maintain a good liquidity profile. There is limited upward near-term rating pressure given the company's poor operating performance and weak credit metrics. Stability in demand for baseball/softball bats is needed for an upgrade to be considered. Key credit metrics necessary for an upgrade are sustaining debt/EBITDA around 6 times. Failure to steadily reduce leverage could lead to a downgrade. A deterioration in liquidity could also lead to a downgrade. Key credit metrics that could prompt a downgrade would be debt/EBITDA remaining above 10 times beyond fiscal 2017. Headquartered in Exeter, New Hampshire, Performance Sports Group Ltd., designs, manufactures and distributes high performance sports equipment for ice hockey, roller hockey, lacrosse, baseball, softball and related apparel and accessories. Pro forma revenue approximated $600 million for the twelve months ended November 2015. In January 2016, PSG acquired the Easton Hockey business from Easton Hockey Holdings, Inc. for $12 million. PHIBRO ANIMAL: S&P Affirms 'B+' CCR & Revises Outlook to Stable --------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit and senior secured debt ratings on Phibro Animal Health Corp. and revised the outlook to stable from positive. The recovery rating on the senior secured term loan B is '3', indicating expectations of meaningful (50% to 70%, at the lower half of the range) recovery in the event of a payment default. "The outlook revision to stable from positive reflects our expectation that weaker revenue growth and higher acquisition spending will result in Phibro's leverage sustained around 3.0x," said Standard & Poor's credit analyst Maryna Kandrukhin. This is in contrast to S&P's previous 2016 leverage projection of 2.5x, thus limiting the potential for a ratings upgrade over the next year. In addition, while S&P expects Phibro to be acquisitive, S&P believes it will take several years before the company's business risk profile improves meaningfully enough for S&P to revise its assessment and consider an upgrade. The stable outlook reflects S&P's expectation that, despite the ongoing regulatory pressure, Phibro's mid-single-digit revenue growth and stable margins will result in leverage around 3.0x and modest cash flow generation over the next few years. S&P could consider a downgrade if the ongoing regulatory pressure leads to deterioration in the animal health segment resulting in leverage at or higher than 4.0x on a sustained basis. A single-digit revenue decline combined with an EBITDA margin contraction in excess of 300 basis points could lead to such an outcome. S&P could also consider a downgrade if Phibro's financial policy becomes more aggressive than expected, resulting in leverage sustained above 4.0x. This scenario could materialize if in 2016 the company completes another debt-financed acquisition exceeding $120 million on top of the previously announced $46.5 million MVP Laboratories transaction. While unlikely over the next year given the regulatory headwinds and the company's increased acquisitions appetite, S&P could raise the ratings if the company is able to de-lever below 3x on a sustained basis. The improvement in credit measures could be achieved if the company expands its gross margins by 150 basis points at S&P's current revenue growth expectations for 2016. However, more importantly, upgrade would be predicated on the management's commitment to maintain leverage below 3x on a sustained basis. PRA HEALTH: Moody's Hikes Corporate Family Rating to 'B1' --------------------------------------------------------- Moody's Investors Service upgraded the Corporate Family Rating (CFR) and Probability of Default Rating (PDR) of PRA Health Sciences, Inc. ("PRA"), to B1 and B1-PD from B2 and B2-PD, respectively. Moody's also upgraded the rating on the unsecured notes to B3 from Caa1 and affirmed the B1 rating on the existing senior secured credit facility. Concurrently, Moody's also affirmed the Speculative Grade Liquidity Rating of SGL-1, signifying the expectation for very good liquidity. The outlook remains positive. The upgrade of the CFR reflects PRA's steady reduction in leverage over the past year due largely to earnings growth. Moody's estimates that adjusted debt/EBITDA declined to 4.2x for the 12 months ended December 31, 2015 from around 6.0x following the IPO in late 2014. The upgrade also reflects steady growth in scale due to both organic growth and acquisitions. With 2016 net revenue guidance of over $1.5 billion, PRA has grown to be a leading player in the contract research organization (CRO) industry. "The positive outlook reflects our expectation for further improvement in credit metrics driven by: 1) continued earnings growth due to favorable industry fundamentals and strong business execution; 2) interest cost savings following the refinancing of a portion of PRA's high coupon bonds; and 3) the expectation for strong cash flow which may be used for further debt repayment." Ratings upgraded: PRA Health Sciences, Inc. Corporate Family Rating, to B1 from B2 Probability of Default Rating, to B1-PD from B2-PD $91 million senior unsecured notes, to B3 (LGD 6) from Caa1 (LGD 5) Ratings affirmed: $125 million senior secured revolving credit facility, at B1 (LGD 3) $689 million senior secured term loan, at B1 (LGD 3) Speculative Grade Liquidity Rating, at SGL-1 The outlook is positive. RATINGS RATIONALE The B1 rating is constrained by PRA's moderately high leverage as well as by risks inherent in the CRO industry, including pricing pressure, volatility in biotech funding and project cancellations. Also constraining the rating is that Kohlberg Kravis Roberts & Co. (KKR) continues to own a majority of PRA's equity, raising the potential for shareholder friendly initiatives. The rating is supported by PRA's strong track record of execution of its growth strategy and Moody's expectation that industry-wide tailwinds will support further growth and deleveraging. The rating is also supported by Moody's expectation for healthy interest coverage and good free cash generation. Moody's could upgrade the ratings if PRA continues to grow organically and refrains from leveraging acquisitions or shareholder initiatives, such that adjusted debt to EBITDA is expected to be sustained below 3.5 times. The ratings could be downgraded if deterioration in margins or very weak net new business wins suggest that debt to EBITDA will be sustained above 4.5 times. Further, large debt funded acquisitions, share repurchases or dividends could also lead to a rating downgrade. PRA Health Sciences, Inc. ("PRA") is a contract research organization ("CRO") that assists pharmaceutical and biotechnology companies in developing and gaining regulatory approvals for drug compounds. PRA generated net service revenues of approximately $1.4 billion for the twelve months ended December 31, 2015. PRA is publicly traded but continues to be majority owned by Kohlberg Kravis Roberts & Co. (KKR). PROGRESSIVE PLUMBING: Evergreen's Bid to Withdraw Reference Denied ------------------------------------------------------------------ Judge James S. Moody, Jr., of the United States District Court for the Middle District of Florida, Ocala Division, denied The Evergreen Corporation's motion for withdrawal of the reference and for transfer of venue of the case captioned PROGRESSIVE PLUMBING, INC. Plaintiff/Debtor v. THE EVERGREEN CORPORATION and ALLIED WORLD SPECIALTY INSURANCE COMPANY, Defendants, 5:16-cv-59-Oc-30PRL (M.D. Fla.). An adversary proceeding was initiated by Progressive Plumbing, Inc., on October 23, 2015, against Evergreen and Allied World Specialty Insurance Company. The one-count complaint for declaratory relief sought a declaration that no sums are due to Evergreen under a performance bond issued by Allied as Progressive's surety. In its answer, Allied filed a cross-claim against Evergreen seeking declaratory judgment to determine the amounts due and owing under the performance bond. Evergreen had not filed a proof of claim in Progressive's bankruptcy case, but sued Allied in Georgia state court to recover under the performance bond. It thus sought to withdraw the reference for the adversary proceeding and transfer of the matter to the Northern District of Georgia. Judge Moody held that withdrawal of the reference at this time is not warranted, explaining that "Permitting the adversary proceeding to remain in the bankruptcy court for disposition of pretrial matters, including any dispositive motions, advances the uniformity of the bankruptcy administration, decreases the likelihood of confusion, promotes the economical use of the parties' resources by limiting the bulk of the action to a single forum, and facilitates the efficient administration of Progressive's estate." A full-text copy of Judge Moody's March 1, 2016 order is available at http://is.gd/I807NYfrom Leagle.com. The bankruptcy case is In re: PROGRESSIVE PLUMBING, INC., PROGRESSIVE SERVICES, LLC, and GRACIOUS LIVING DESIGN CENTER, INC., Chapter 11, Debtors, Case Nos. 6:15-bk-7275-KSJ (Bankr. M.D. Fla.). Progressive Plumbing, Inc. is represented by: Michael A. Nardella, Esq. NARDELLA & NARDELLA, PLLC 250 East Colonial Drive, Suite 102 Orlando, FL 32801 Email: mnardella@nardellalaw.com -- and -- Evergreen Corporation, Esq. is represented by: Michael A. Tessitore, Esq. MORAN, KIDD, LYONS, JOHNSON & BERKSON, PA 111 North Orange Avenue, Suite 900 Orlando, FL 32801 Tel: (407)841-4141 Fax: (407)841-4148 Email: mtessitore@morankidd.com Allied World Specialty Insurance Company, Defendant, represented by: Jonathan Philip Cohen, Esq JONATHAN P. COHEN, P.A. 500 East Broward Blvd., Suite 1710 Fort Lauderdale, FL 33394 Tel: (954)462-8850 Fax: (954)848-2987 RCS CAPITAL: Court Sets March 31 General Claims Bar Date -------------------------------------------------------- In the Chapter 11 cases of RCS Capital Corporation, et al., the U.S. Bankruptcy Court for the District of Delaware has entered an order setting: -- March 31, 2016, at 5:00 p.m. (prevailing Eastern Time) (the "General Bar Date") as the deadline for all persons or entities that assert a claim as defined in Sec. 101(5) of the Bankruptcy Code against the Debtors, including any claims under Sec. 503(b)(9) of the Bankruptcy Code, secured claims, and priority claims, which arose on or prior to the Petition Date. -- April 30, 2016 at 5:00 p.m. (prevailing Eastern Time) as the General Bar Date solely for the ARC Parties. -- July 29, 2016 at 5:00 p.m. (prevailing Eastern Time) as the deadline for governmental units to file a proof of claim. The proofs of claim must be mailed or delivered by hand, courier or overnight services so as to be actually received by Prime Clerk on or before the applicable Bar Date at: RCS CAPITAL CORPORATION CLAIMS PROCESSING CENTER c/o Prime Clerk LLC 830 Third Avenue, 3rd Floor New York, York 10022. Proofs of claim may be filed electronically by completing the electronic proof of claim form on Prime Clerk's website -- http://cases.primeclerk.com/RCSCapital/-- so as to be actually received by Prime Clerk on or before the applicable Bar Date. About RCS Capital New York-based RCS Capital Corporation -- http://www.rcscapital.com/-- is a full-service investment firm focused on the individual retail investor. With operating subsidiaries primarily focused on retail advice and until the completion of recently announced pending sales and divestiture of its wholesale distribution and investment banking, the company's business aims to capitalize, grow and maximize value for the investment programs its distributes and the independent advisors and clients it serves. RCS Capital Corporation and 11 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10223 to 16-10234) on Jan. 31, 2016. The petitions were signed by David Orlofsky as chief restructuring officer. The Debtors disclosed total assets of $1.97 billion and total debts of $1.39 billion. The Debtors have engaged Dechert LLP as general counsel, Young Conaway Stargatt & Taylor, LLP as Delaware counsel, Zolfo Cooper Management, LLC as restructuring advisor, Lazard Freres & Co. LLC as investment banker and Prime Clerk LLC as administrative advisor and claims and noticing agent. RYCKMAN CREEK: Court Sets Claims Bar Dates ------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware on Feb. 29, 2016, entered an order establishing 25 days after service of the Bar Date Notice as the deadline for entities and persons, except any government units, to file proofs of claim on account of claims arising before the Petition Date. Any governmental units that are creditors holing or wishing to assert claims arising before the Petition Date are required to file proofs of claim on or before Aug. 1, 2016. All proofs of claim will be filed by mail, hand, or overnight courier and will be addressed to: Ryckman Creek Resources Claims Processing Center c/o KCC 2335 Alaska Avenue El Segundo, CA 90245 About Ryckman Formed on Sept. 8, 2009, Ryckman Creek Resources, LLC is engaged in the acquisition, development, marketing, and operation of a natural gas storage facility known as the Ryckman Creek Facility. The Ryckman Creek Facility is a depleted crude oil and natural gas reservoir located in Uinta County, Wyoming. The Company began development of the reservoir into a natural gas storage facility in 2011. The Ryckman Creek Facility began commercial operations in late 2012 and received injections of customer gas and gas purchased by the Company. The Debtors have approximately 35 employees. Ryckman Creek Resources, LLC, Ryckman Creek Resources Holdings LLC, Peregrine Rocky Mountains LLC and Peregrine Midstream Partners LLC filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10292 to 16-10295) on Feb. 2, 2016. The petitions were signed by Robert Foss as chief executive officer. Kevin J. Carey has been assigned the case. The Debtors have engaged Skadden, Arps, Slate, Meagher & Flom LLP as counsel, AP Services, LLC as management provider, Evercore Group LLC as investment banker, and Kurtzman Carson Consultants LLC as claims and noticing agent. The Debtors estimated both assets and liabilities in the range of $100 million to $500 million. As of the Petition Date, Ryckman had approximately $333 million of prepetition bank debt. SABINE OIL: March 24 Hearing on Committee's Bid to Pursue Claims ---------------------------------------------------------------- A U.S. bankruptcy court is set to hear a motion filed by the official committee of unsecured creditors for approval to prosecute claims on behalf of Sabine Oil & Gas Corp. The U.S. Bankruptcy Court for the Southern District of New York will take up the motion at a hearing on March 24. The energy company had earlier opposed the motion, saying the claims are "neither colorable nor in the best interests" of the estate to pursue. The same argument was echoed by Duane Radtke and two other directors of Sabine Oil & Gas LLC who said the committee's claim against them for breach of fiduciary duty is not colorable. Sabine also had earlier asked the court to preclude the committee from presenting the opinions of its valuation expert Steven Zelin in connection with the motion, and to allow the company's own financial expert to testify. Mr. Zelin's opinions, the company said, are based on "untested and unreliable assumptions." Meanwhile, the committee had drawn support from former Sabine executives who think it "has more than satisfied its burden" to prove that the claims are colorable. Colorado-based law firm Holland & Hart LLP represents the group. U.S. Bankruptcy Judge Shelley Chapman will issue a bench ruling on the committee's motion at the March 24 hearing. A separate motion filed by Wilmington Savings Fund Society FSB and Delaware Trust Co. to get authority to prosecute constructive fraud claims on behalf of Sabine's estate will also be considered for approval at the hearing. About Sabine Oil & Gas 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 is represented by Mark R. Somerstein, Esq., Keith H. Wofford, Esq., and D. Ross Martin, Esq., at Ropes & Gray LLP as their counsel. The Committee is also hiring Blackstone Advisory Partners L.P. as investment banker; and Berkeley Research Group, LLC as financial advisor. SAEXPLORATION HOLDINGS: Moody's Cuts CFR to Caa2, Outlook Negative ------------------------------------------------------------------ Moody's Investors Service downgraded SAExploration Holdings, Inc.'s (SAEX) Corporate Family Rating (CFR) to Caa2 from Caa1 and the rating on its notes to Caa2 from Caa1. The Speculative Grade Liquidity Rating was lowered to SGL-4 from SGL-3. The ratings outlook is negative. "SAExploration's CFR was downgraded due to weak liquidity and our expectations that depressed industry conditions will negatively impact its cash flows in 2016," stated James Wilkins, a Moody's Vice President. Issuer: SAExploration Holdings, Inc. Downgrades: -- Probability of Default Rating, Downgraded to Caa2-PD from Caa1-PD -- Corporate Family Rating, Downgraded to Caa2 from Caa1 -- Senior Secured Regular Bond/Debenture, Downgraded to Caa2 (LGD 3) from Caa1 (LGD4 ) Lowered: -- Speculative Grade Liquidity Rating, Lowered to SGL-4 from SGL-3 Outlook Actions: -- Outlook, Changed To Negative From Stable RATINGS RATIONALE SAEX's Caa2 CFR reflects the industry headwinds facing the company as well as its weak liquidity that will negatively impact its cash flows. Lower oil and natural gas prices have resulted in depressed market conditions and lower demand for its services in 2015-2016. The company's revenues declined 41% in 2015 compared to 2014, but EBITDA reported by the company was similar to 2014 levels and free cash flow was negative. Moody's expects 2016 capital spending by North American oil & gas exploration and production companies, which include some of SAEX's customers, will decline by more than 25% from 2015 levels, as oil and natural gas prices remain weak. This will result in continued pressure on SAEX's cash flows. SAEX's ratings reflects its narrow business focus on early stage exploration and concession leasing activities which are inherently volatile, the small size of its asset and earnings base within the broader oilfield services industry, and the risky nature of its operations in remote and challenging geographic locations. It relies on a few customers for the majority of its revenues and has limited contract visibility beyond 12-18 months. The company's core seismic data acquisition services are subject to wide variations in customer demand and significant competition. However, SAEX benefits from having few competitors for its comprehensive packaged services in remote locations, multi-year relationships with many large upstream companies and exposure to several geographic markets. The SGL-4 Speculative Grade Liquidity Rating reflects SAEX's weak liquidity. The company disclosed in its fourth quarter 2015 earnings release that $50.4 million in accounts receivable due from a customer is dependent on monetization of exploration tax credits provided by the State of Alaska. The timing of collection of funds by the customer and SEAX is uncertain. Due to the size of the receivable, SAEX may experience significant cash flow difficulties until the tax credits are monetized. SAEX's liquidity is supported by its cash balances ($11.3 million as of 31 December 2015), funds from operations and $20 million asset-based revolving credit facility. The company's $20 million revolving credit facility, which is subject to a borrowing base calculation, had $7.9 million of borrowings at year--end 2015 and had $12 million of availability. The borrowing base is a function of 85% of eligible accounts receivable plus 85% of the net liquidation value of existing PP&E (subject to a $20 million maximum) less any reserves established by the lender. If the borrowings under the revolver exceed $5 million, SAEX is subject to a minimum rolling 12 months EBITDA requirement of $20 million on a consolidated basis and $8 million on the operations in Alaska. SAEX's alternative liquidity is weak given its small tangible asset base and the limited marketability and useful life of its equipment. The company benefits from not having any near-term debt maturities. The revolver matures on November 6, 2017, and the notes mature on July 15, 2019. “We expect the company to refinance its revolver well before the maturity date.” The negative outlook reflects uncertainty over the company's liquidity. The ratings could be downgraded if liquidity deteriorated. The ratings could be upgraded if liquidity improved and interest coverage was expected to remain above 1.75x on a sustained basis. SAExploration Holdings, Inc. (SAEX), headquartered in Houston, Texas, is a provider of seismic data acquisition and related logistical services to the global upstream oil and gas industry. SHERWIN ALUMINA: Committee Objects to Proposed Cash Use ------------------------------------------------------- The Official Committee of Unsecured Creditors objects to Sherwin Alumina Company, LLC, et al.'s request to use cash collateral securing their prepetition indebtedness and request for approval of bidding procedures governing the sale of their assets. According to the Committee, the Debtors obviously need access to their cash in order to continue operating and to get an ultimate sale of the company; however, the Debtors' request for approval on various protection for Commodity Funding, LLC, including the right to credit bid and various adequate protection is premature and inappropriate especially since the Motions still need to be analyzed with heightened scrutiny under the "entire fairness" standard to clearly establish the validity, amount and enforceability of Commodity's purported debt and liens. The Committee further complains that the transactions contemplated in the Motions were negotiated by hopelessly conflicted insiders, involving the Debtors and its affiliates and Glencore, who owned 100% of the Debtors' stock. Aside from its myriad roles and relationships vis-a-vis the Debtors, Glencore also has access to information and exercised influence over the Debtors to the extent indicative of an insider, the Committee asserts. In addition, the Committee contends that the Debtors' proposed Bid Procedures are expressly designed to ensure that Glencore recovers on account of its alleged prepetition secured claim rather than facilitating "an open and fair public sale" and "enhancing competitive bidding," thus, the Bid Procedures are not fair and reasonable and were not designed to maximize the value of the Debtors' estates or in the best interests of the Debtors' unsecured creditors. Finally, the Committee submits if the Court sets a reasonable limit on the amount of funds that the Committee may use to investigate and challenge Glencore's debt and liens, and permits the Committee to satisfy its fiduciary duties; provided, however, that the challenge budget does not apply to fees and expenses already incurred by the Committee and its advisors to date. The Debtors, in response, argue that the Committee totally miss the point and focused on one thing only: asserting claims and causes of action against Glencore. According to the Debtors, the modified Final Cash Collateral Order reflects a responsible balance between providing the Debtors with access to the cash necessary to fund operations, while at the same time protecting the rights and interests of the Committee as it seeks to prosecute the Claim Objection. More specifically, the revised Final Cash Collateral Order includes, with the support of the Prepetition Lender, a compromise that addresses all of the Committee's legitimate concerns: a. Claim Objection Trial: Proposes to schedule the Claim Objection for resolution during the week of April 11, 2016, to allow the Debtors to determine whether the Prepetition Lender may credit bid at the April 18, 2016 auction. b. Replacement Lien Does Not Prejudice the Committee: Provides that the Prepetition Lender's entitlement to the Replacement Lien as a form of adequate protection is subject in all respects to entry of a final non-appealable order resolving a Challenge or the Claim Objection in favor of the Prepetition Lender. c. Investigation Budget: Increases the Committee's investigation budget carve-out from $25,000 to $75,000 (a three-fold increase). d. Releases: Removes stipulations releasing the Prepetition Lender and its affiliates. Sherwin Alumina Company, LLC, et al. are represented by: Joshua A. Sussberg, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Telephone: (212) 446-4800 Facsimile: (212) 446-4900 Email: joshua.sussberg@kirkland.com -- and -- James H.M. Sprayregen, Esq. Gregory F. Pesce, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: james.sprayregen@kirkland.com gregory.pesce@kirkland.com -- and -- Zack A. Clement, Esq. ZACK A. CLEMENT PLLC 3753 Drummond Houston, Texas 77025 Telephone: (832) 274-7629 Email: zack.clement@icloud.com The Official Committee of Unsecured Creditors is represented by: Robin Russell, Esq. Timothy S. McConn, Esq. Ashley Gargour, Esq. ANDREWS KURTH LLP 600 Travis, Suite 4200 Houston, Texas 77002 Telephone: (713) 220-4200 Facsimile: (713) 220-4285 Email: rrussell@andrewskurth.com timmcconn@andrewskurth.com ashleygargour@andrewskurth.com About Sherwin Alumina Sherwin Alumina Company, LLC and Sherwin Pipeline, Inc. filed Chapter 11 bankruptcy petitions (Bankr. S.D. Tex. Case Nos. 16-20012 and 16-20013, respectively) on Jan. 11, 2016. Thomas Russell signed the petitions as authorized signatory. Judge David R Jones has been assigned the case. The Debtors have engaged Kirkland & Ellis LLP as general counsel, Zack A. Clement PLLC as local counsel, Huron Consulting Services LLC as financial advisor and Kurtzman Carson Consultants LLC as claims, notice and balloting agent. Sherwin operates an alumina plant in Gregory, Texas that produces aluminum oxide (or alumina), which is the primary component of aluminum, from bauxite. Sherwin produces alumina through the "Bayer Process," a refining technique that produces alumina from bauxite ore by dissolving the bauxite in a caustic solution. On Feb. 5, 2016, the Debtors disclosed total assets of $254,617,187 and total liabilities of $218,177,760. SOUTHCROSS HOLDINGS: S&P Lowers CCR to 'CC', Outlook Negative ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit and senior secured debt ratings on Southcross Holdings Borrower L.P. (Holdings) to 'CC' from 'CCC-'. The outlook is negative. The recovery rating on the senior secured debt remains '4', indicating S&P's expectation of average (30% to 50%; lower half of the range) recovery in the event of a default. "The downgrade follows Holdings' announcement that it has agreed in principal with its owners, majority of its lenders, and its preferred equity holders on the terms of a restructuring that would be implemented under Chapter 11 of the U.S. Bankruptcy Code," said Standard & Poor's credit analyst Mike Llanos. As such, S&P believes a bankruptcy filing or default is imminent. The negative outlook reflects S&P's view that Holdings will file for Chapter 11 bankruptcy protection. S&P could lower the corporate credit rating to 'D' if Holdings files for Chapter 11 bankruptcy protection or defaults on its financial obligations. Although unlikely, S&P would consider raising the corporate credit rating if it believed the company would be able to fully meet its financial obligations and S&P no longer believed it would file for Chapter 11 bankruptcy protection. SURGERY CENTER: S&P Assigns 'CCC+' Rating on New $400MM Notes ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'CCC+' issue-level and '6' recovery (0% to 10%) ratings to U.S.-based surgery center operator Surgery Center Holdings Inc.'s proposed $400 million senior unsecured notes due 2021. The company plans to use the proceeds, to repay its outstanding $246.5 million second-lien term loan along with the amount outstanding on its revolver and other general corporate purposes. The '6' recovery rating indicates expectations for negligible (0% to 10%) recovery in a default and results in a 'CCC+' senior unsecured issue rating, which is two notches below the 'B' issuer credit rating for parent company Surgery Partners Inc. S&P's 'B' issue-level and '3' recovery (50% to 70%, at the upper end of the range) ratings on the existing revolving credit and term loan facility are unchanged. S&P will subsequently withdraw its 'CCC+' senior secured issue rating on the second-lien term loan when it has been repaid. S&P's corporate credit rating on Surgery Partners Inc. is 'B' and the outlook is stable. The company recently announced an $80 million add-on to its existing first-lien term loan to fund proposed acquisitions. In S&P's assessment, Surgery Partners' business risk profile remains weak, even with the proposed acquisitions, based on its operations in a narrowly focused, fragmented, and competitive business that is subject to ongoing reimbursement pressure. These factors dominate S&P's view of the company's business risk even though reimbursement risk is somewhat mitigated because outpatient surgery centers provide services at a lower cost than hospitals. While this transaction increases adjusted debt leverage, it does not change S&P's view of financial risk. In S&P's assessment the financial risk profile remains highly leveraged, based on adjusted debt to EBITDA of over 7x including this transaction. RATINGS LIST Surgery Partners Inc. Corporate Credit Rating B/Stable/-- New Rating Surgery Center Holdings Inc. $400 Mil. Senior Unsecured Notes Due 2021 CCC+ Recovery Rating 6 TAR HEEL OIL: Bankruptcy Administrator Unable to Appoint Committee ------------------------------------------------------------------ William Miller, U. S. bankruptcy administrator, disclosed in a filing with the U.S. Bankruptcy Court for the Middle District of North Carolina that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Tar Heel Oil II, Inc. As previously reported by The Troubled Company Reporter, the U. S. bankruptcy administrator filed with the Bankruptcy Court a notice of formation of the Debtor's official committee of unsecured creditors. Unsecured creditors willing to serve on the committee were required to file a response within 10 days from March 7, 2016. Mr. Miller can be reached through: Susan O. Gattis Bankruptcy Analyst 101 S. Edgeworth Street Greensboro, NC 27401 Fax: 336-358-4185 Email: susan_gattis@ncmba.uscourts.gov About Tar Heel Oil Tar Heel Oil II, Inc., (Bankr. M.D.N.C., Case No. 16-50216) and Gambill Oil, LLC (Bankr. M.D.N.C., Case No. 16-50217) sought protection under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the Middle District of North Carolina (Winston-Salem) on March 4, 2016. The petitions were signed by Arthur H. Lankford, president. The Debtors are represented by Charles M. Ivey, III, Esq., at Ivey, McClellan, Gatton, & Siegmund, LLP. The case is assigned to Judge Benjamin A. Kahn. Tar Heel Oil estimated assets of $3.18 million and debts of $6.03 million. Gambill Oil estimated assets of $986,674 and debts of $3.28 million. TATOES LLC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Tatoes, LLC 16-00900 18400 Road 24 SW Mattawa, WA 99349 Wahluke Produce, Inc. 16-00899 18400 Rd 24 SW Mattawa, WA 99349 Columbia Man., Inc. 16-00898 dba Columbia Onion 24100 Rd. R S.W. Mattawa, WA 99349 Type of Business: Farming, packing, storage and shipping enterprise Chapter 11 Petition Date: March 21, 2016 Court: United States Bankruptcy Court Eastern District of Washington (Spokane/Yakima) Debtors' Counsel: Roger William Bailey, Esq. BAILEY & BUSEY LLC 411 North 2nd Street Yakima, WA 98901 Tel: 509-248-4282 Fax: 509-575-5661 E-mail: roger.bailey.attorney@gmail.com Estimated Estimated Assets Liabilities ---------- ----------- Tatoes, LLC $10MM-$50MM $10MM-$50MM Wahluke Produce, Inc. $50MM-$100MM $50MM-$100MM Columbia Man., Inc. $50MM-$100MM $50MM-$100MM The petitions were signed by Del Christensen, president. List of Tatoes's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Saddle Mountain Supply Company $1,708,831 PO Box 370 Royal City, WA Tel: 99357-0370 Jane Calaway $196,000 CHS , Inc. $166,884 Simplot Growers Solutions $63,340 Sunslope Farm, Inc. $57,000 John Deere Financial $36,537 Heritage Farms $16,250 Lad Irrigation Company, Inc. $16,047 Randy Niessner $12,675 AG Air Flying Service, Inc. $11,253 Grant County PUD $8,596 Evergreen Implement, Inc. $7,330 EZ Fixing Foods, LLC $7,153 Callahan Mfg, Inc. $7,096 Valmont Northwest, Inc. $6,779 Rizzuti Farms, Ltd $4,589 Department of Licensing $1,923 Clearwater Supply, Inc. $1,863 Crop Production Services, Inc. $1,311 Desert Rain Irrigation, Inc. $1,059 List of Wahluke Produce, Inc.'s 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ HR Spinner $309,839 PO Box 1361 Yakima, WA 98907-1361 Industrial Ventilation Inc. $73,601 Premera Blue Cross $25,654 Public Utility District $10,080 Department of Agriculture $3,146 Volm Company $1,872 Haskins Steel Co., Inc. $1,248 Columbia Bearing BDI $1,061 WA Farm Labor Assocation $1,000 Ulline $561 Chep USA $461 LEAF Dolphin Capital Corp. $435 American Linen Division $349 Waste Management of Ellensburg $340 Federal Express Corp. $303 Wash. State Potato Commission $291 W.W. Grainger, Inc. $289 Basin Propane, LLC $262 QBE Insurance Corp. $228 Quill Corp. $228 List of Columbia Man.'s 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ U12B253 $40,518 Yancey Pallet $12,935 HR Spinner Corp. $9,804 Public Utility District $5,711 Department of Agriculture $1,857 Wesmar Company, Inc. $1,550 Basin Propane, LLC $1,352 Port of Mattawa $1,179 Industrial Ventilation Inc. $596 Rick Perez $582 Idaho Package Company $562 Cascade Analytical Inc. $488 Think Tank Sanitation, Inc. $430 Columbia Bearing BDI $371 AmSan $361 Waste Management of Ellensburg $340 Quill Corp. $326 3M $309 Cintas Corporation $210 Pure Health $125 TENET HEALTHCARE: Fitch Affirms 'B' IDR, Outlook Revised to Stable ------------------------------------------------------------------ Fitch Ratings has affirmed Tenet Healthcare Corp.'s ratings, including the long-term Issuer Default Rating (IDR) at 'B'. The ratings apply to approximately $14.8 billion of debt at Dec. 31, 2015. The Rating Outlook is revised to Stable from Negative. KEY RATING DRIVERS -- Tenet's ratings are constrained by the company's high leverage and weak cash generation; progress in reducing leverage since the acquisitions of Vanguard Health Systems (Vanguard) and 50.1% ownership of United Surgical Partners International (USPI) has been slow. -- Although Tenet's recent acquisitions have stressed the balance sheet, Fitch views the transactions as strategically sound because of secular shifts favoring larger, integrated systems of care delivery. -- Tenet's free cash flow (FCF) and operating margins are weak compared to some hospital industry peers, but 2015 levels were better, and Fitch expects improving underlying business fundamentals and lower project-related capital expenditures to drive continued improvement in 2016-2018. -- Aside from Tenet's weak cash generation, there are no major concerns with the company's liquidity profile; the next significant debt maturity occurs in 2018 and the debt agreements do not require compliance with financial maintenance covenants except in limited circumstances. Tenet is among the largest for-profit operators of acute care hospitals in the U.S., and following the acquisition of a majority ownership interest in USPI in 2015, the largest operator of ambulatory surgery and imaging centers. Scale is increasingly important as U.S. healthcare providers seek efficiencies to offset the effects of an overall constrained reimbursement environment. USPI improves Tenet's payor mix and markedly boosts the company's position in more profitable outpatient services. The USPI business also provides Tenet with an offset to Fitch's expectation for very slow growth in inpatient hospital volumes due to a secular shift toward lower-cost care delivery settings. Debt funding of the USPI joint venture (JV) added $2.4 billion of debt to the capital structure and prolonged the de-leveraging horizon Fitch had considered following Tenet's 2013 acquisition of Vanguard, which left the company with one of the most highly leveraged balance sheets in the for-profit hospital industry. Leverage stood at 6.3x at Dec. 31, 2015 (before deduction of income attributable to non-controlling interests and 7.0x after), versus 4.4x prior to the Vanguard acquisition. "Fitch does expect the company to reduce leverage over the next two-to-three years, but progress will be slow, since it relies primarily on EBITDA growth. Tenet's weak FCF limits the company's ability to repay debt; about $1 billion in cash proceeds from recent asset sales provide a debt reduction opportunity, but we believe some of this cash will be used to fund other capital deployment priorities, including purchase of the remaining equity interest in the USPI JV." Tenet's limited financial flexibility, most particularly its negative FCF (CFO less capital expenditures, cash distributions to minority interests and certain non-recurring items) generation, has been the major issue constraining the company's ratings over the past several years. The rate of cash burn has been incrementally improving due to expansion of operating margins and the refinancing of high-cost debt, and starting in 2017, lower capital expenditures will also be a tailwind as large in-progress projects are completed. In 2015, Tenet produced positive FCF of $78 million. Fitch expects Tenet to generate positive but thin FCF throughout the forecast period in the ratings case, with an FCF margin of about 1%. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for Tenet include: -- Top-line organic growth of about 5% annually in 2016-2019. This assumes low-single-digit growth in Tenet's Hospital Operations segment and mid-single-digit growth in the Conifer Health Solutions and Ambulatory Care segments; -- Operating EBITDA (including income from affiliates and before deduction of income attributable to non-controlling interests) of $2.4 billion in 2016 with an operating EBITDA margin of 12.8%; the margin is expected to expand slightly through 2019; -- Tenet will spend $1.5 billion of cash to acquire the remaining 49.9% interest in the USPI JV through 2020; -- Capital expenditures of $850 million in 2016, declining to about $775 million in 2017; -- Cash distributions to minority interests of $230 million-$250 million annually in 2016-2018; -- FCF (CFO less capital expenditures, cash distributions to minority interests and certain non-recurring items) is consistently positive, and the 2016-2019 FCF margin is about 1%; -- No substantial change in debt balances in 2016-2019; -- Gross debt/ EBITDA before deduction of income attributable to non-controlling interests (NCI) declines to 5.2x by 2019. TRANSITION THERAPEUTICS: Gets NASDAQ Listing Non-Compliance Notice ------------------------------------------------------------------ Transition Therapeutics Inc. on March 17 disclosed that it received written notification from The NASDAQ Stock Market ("NASDAQ") on March 15, 2016 advising the Company that because the bid price of the Company's common shares for the previous 30 consecutive trading days had closed below the minimum $1.00 per share (the "Minimum Price Requirement") required for continued listing on the NASDAQ Global Market, the Company is not in compliance with NASDAQ Listing Rule 5450(a)(1). The notification letter has no effect on the listing of the Company's common shares at this time. Pursuant to NASDAQ Listing Rule 5810(c)(3)(A), the Company has been provided an initial grace period of 180 calendar days, or until September 12, 2016, to regain compliance with the Minimum Price Requirement, which requires a closing bid price of the Company's common shares at or above $1.00 per share for a minimum of 10 consecutive business days. In the event the Company does not regain compliance by September 12, 2016, NASDAQ will provide written notification that the Company's common shares are subject to delisting. If the Company is not deemed in compliance prior to September 12, 2016, but demonstrates that it meets all applicable standards for initial listing on the NASDAQ Capital Market (except the bid price requirement) on such date, it will be afforded an additional 180 calendar day compliance period. The Company intends to monitor the bid price of its common shares between now and September 12, 2016, and will consider available options to regain compliance with the Minimum Price Requirement. About Transition Transition -- http://www.transitiontherapeutics.com-- is a biopharmaceutical development company, advancing novel therapeutics for CNS and metabolic disease indications. The Company's wholly-owned subsidiary, Transition Therapeutics Ireland Limited is developing CNS drug candidate ELND005 for the treatment of Alzheimer's disease and Down syndrome. Transition's lead metabolic drug candidate is TT401 (LY2944876) for the treatment of type 2 diabetes and accompanying obesity. The Company's shares are listed on the NASDAQ under the symbol "TTHI" and the Toronto Stock Exchange under the symbol "TTH". VICTORY MEDICAL: Gets Court Approval for IberiaBank Deal -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas approved an agreement under which Victory Medical Center Mid-Cities LP and the unsecured creditors' committee will release IberiaBank from certain claims. Victory Medical Center and the committee will release the bank from certain claims upon the completion of HPRH Investments LLC's acquisition of the bank's debt and liens. The proposed transaction provides for HPRH, an entity owned and controlled by insiders of Victory Medical Center, to acquire the latter's obligations to IberiaBank for $6.5 million. The transaction also provides for HPRH and unsecured creditors to share in the collection of Victory Medical Center's receivables that secure the obligations acquired; and for HPRH, Robert Helms, Jr., H.D. Patel and the bank to obtain full releases. IberiaBank holds a first lien security interest in medical claim accounts receivables, which are the main assets of Victory Medical Center and its affiliates. A copy of the court order is available without charge at http://is.gd/wQdloj About Victory Healthcare Victory Parent Company, LLC, and 8 affiliated companies sought Chapter 11 protection in Fort Worth, Texas (Bankr. N.D. Tex.) on June 12, 2015, in Ft. Worth, Texas. Headquartered in The Woodlands, Texas, Victory Parent Company manages six medical centers in Texas. Founded in 2005, Victory now maintains medical centers offering emergency room services in through Victory Medical Center Mid-Cities in Hurst, Victory Medical Center Plano, Victory Medical Center Craig Ranch in McKinney, and Victory Medical Center Landmark in San Antonio. The company also manages its Victory Medical Center Beaumont and Houston-East, which are not part of the Chapter 11 filing and will be sold separately. The Debtors tapped Hoover Slovacek, LLP, as counsel; Epiq Bankruptcy Solutions, LLC, as claims agent; and Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, as special counsel. WPACES: S&P Affirms 'BB+' Rating on $7.45MM Series 2011 Bonds ------------------------------------------------------------- Standard & Poor's Ratings Services has revised its outlook on Philadelphia Authority for Industrial Development, Pa.'s $7.45 million series 2011 revenue bonds issued for West Philadelphia Achievement Charter Elementary School (WPACES) to stable from negative. At the same time, Standard & Poor's affirmed its 'BB+' rating on the bonds. "The outlook revision reflects our view of WPACES' renewal of its charter with the School District of Philadelphia, settling most issues outstanding in the process," said Standard & Poor's credit analyst Laura Kuffler-Macdonald. On Feb. 16, 2016, the school won a lawsuit against the district regarding the charter enrollment cap of 400 students. WPACES believed the cap to be unlawful. As a result, it refused to sign the charter in 2011, when it was initially offered. Since then, the school signed the charter renewal and is beginning to go through the charter renewal process for the next five-year period. The further reflects what S&P considers good demand trends, enrollment in a highly competitive market, below-average academic performance according to the commonwealth's new school performance profile, good financial performance, and good liquidity for the rating. WPACES, founded in 1999, is an open-enrollment kindergarten through fifth grade charter school in West Philadelphia. The school operates in Pennsylvania and as a result, like other charter schools in the state, is facing delays in funding from the state. Given that it is an election year, S&P do not expect the budgetary issues with respect to charter schools to be resolved until at least fiscal 2017. However, any delays in funding or significant declines in funding could negatively affect the rating. The school used bond proceeds to acquire and refurbish an existing facility of approximately 56,000 square feet on a 4.5-acre site in West Philadelphia. WPACES completed its relocation to its new facility in December 2011. The school completed the project on time and on budget. The stable outlook reflects the charter renewal and successful resolution of outstanding issues with the district; maintenance of current cash position and MADS coverage. S&P would likely lower the rating if per-pupil funding significantly declined, MADS coverage dropped to less than 1.1x, or the school was unable to improve academic performance or it issued significant additional debt. While S&P is not likely to raise the rating during the one-year outlook period, S&P could do so should enrollment levels continue at current levels or increase while academic performance improves and financial metrics become consistent with the investment-grade category. [*] Moody's Takes Action on Prime Jumbo RMBS Issued 2003- 2004 -------------------------------------------------------------- Moody's Investors Service, on March 16, 2016, downgraded the ratings of four tranches and upgraded the ratings of six tranches backed by Prime Jumbo RMBS loans, issued by miscellaneous issuers. Complete rating actions are as follows: Issuer: Banc of America Mortgage 2004-K Trust Cl. 3-A-1, Upgraded to Ba1 (sf); previously on May 26, 2015 Upgraded to Ba2 (sf) Cl. 3-A-2, Upgraded to Ba1 (sf); previously on May 26, 2015 Upgraded to Ba2 (sf) Cl. 3-A-3, Upgraded to B1 (sf); previously on May 26, 2015 Upgraded to B3 (sf) Issuer: Bear Stearns ARM Trust 2003-3 Cl. B-1, Downgraded to B3 (sf); previously on May 18, 2012 Downgraded to B1 (sf) Issuer: CHL Mortgage Pass-Through Trust 2003-37 Cl. 2-A-2, Downgraded to Caa2 (sf); previously on Jun 2, 2015 Downgraded to Caa1 (sf) Cl. M, Downgraded to Ca (sf); previously on Apr 21, 2011 Downgraded to Caa3 (sf) Issuer: CHL Mortgage Pass-Through Trust 2004-J5 Cl. A-3, Upgraded to Baa1 (sf); previously on Nov 6, 2013 Upgraded to Baa3 (sf) Issuer: GMACM Mortgage Loan Trust 2003-AR1 Cl. A-6, Downgraded to B3 (sf); previously on May 18, 2015 Downgraded to B2 (sf) Issuer: GSR Mortgage Loan Trust 2004-13F Cl. 3A-1, Upgraded to Baa1 (sf); previously on Apr 29, 2011 Downgraded to Baa2 (sf) Cl. 3A-2, Upgraded to Baa1 (sf); previously on Apr 29, 2011 Downgraded to Baa2 (sf) RATINGS RATIONALE The actions are a result of the recent performance of the underlying pools and reflect Moody's updated loss expectations on the pools. The ratings downgraded are due to the weaker performance of the underlying collateral and the erosion of enhancement available to the bonds. The ratings upgraded are a result of the improving performance of the related pools and sufficient support provided by super senior support tranche. Factors that would lead to an upgrade or downgrade of the rating: Ratings in the US RMBS sector remain exposed to the high level of macroeconomic uncertainty, and in particular the unemployment rate. The unemployment rate fell to 4.9% in February 2016 from 5.5% in February 2015. Moody's forecasts an unemployment central range of 4.5% to 5.5% for the 2016 year. Deviations from this central scenario could lead to rating actions in the sector. House prices are another key driver of US RMBS performance. Moody's expects house prices to continue to rise in 2016. Lower increases than Moody's expects or decreases could lead to negative rating actions. Finally, performance of RMBS continues to remain highly dependent on servicer procedures. Any change resulting from servicing transfers or other policy or regulatory change can impact the performance of these transactions. [*] Moody's: Refinancing Risk is Increasing for B3-Rated Retailers ------------------------------------------------------------------ High leverage and weak operating performance will increase refinancing risk for many retailers rated B3 negative and below when their debt starts to mature, said Moody's Investors Service. "Highly levered retailers have limited resources to address the industry's structural headwinds, including declining mall traffic and rising competition from e-commerce, fast fashion and off-price," said Raya Sokolyanska, a Moody's Vice President and Senior Analyst. "Many are also working to fix company-specific execution challenges including fashion misses, brand perception, and product and pricing missteps. Those with unsustainable capital structures could ultimately undergo a restructuring or other default event." These companies vary substantially in their degree of leverage and liquidity pressure, as well as the trajectory of their operating results, and some companies are significantly better positioned than others, according to the report "Sorting Through the Discount Rack: Retail and Apparel Companies Rated B3 and Below." "Most companies on the B3 negative and lower list have a two to three- year runway until their nearest meaningful maturities," said Sokolyanska. "However, this debt will mature at a time when credit spreads could widen relative to when these retailers last refinanced, and leveraged lending guidelines are making it more challenging to refinance aggressive capital structures." Moody's notes, however, that the challenges for this group of issuers do not pose credit risks for the wider universe of 145 rated retail and apparel issuers. The rating agency expects that larger, better-positioned companies will benefit from increased operating efficiencies, leveraging of fixed costs and synergies from large mergers, particularly in the off-price, auto parts, supermarkets and home improvement sub-sectors. ********* 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 ***